10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2014
OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number 001-34827

Molycorp, Inc.

(Exact name of registrant as specified in its charter)

Delaware  (State or other jurisdiction of incorporation or organization)	27-2301797  (I.R.S. Employer Identification No.)
5619 Denver Tech Center Parkway, Suite 1000Greenwood Village, Colorado  (Address of principal executive offices)	80111  (Zip Code)

(303) 843-8040

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a
smaller reporting company) Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As ofAugust 5, 2014, the registrant had 244,773,589 shares of common stock, par value $0.001 per share, outstanding.

TABLE OF CONTENTS

	PAGE
DEFINITIONS	3
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)	6
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	7
Condensed Consolidated Statement of Stockholders’ Equity (Unaudited)	8
Condensed Consolidated Statements of Cash Flows (Unaudited)	9
Notes to Condensed Consolidated Financial Statements (Unaudited)	10
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3. Quantitative and Qualitative Disclosures About Market Risk	48
Item 4. Controls and Procedures	48
Part II. OTHER INFORMATION
Item 1. Legal Proceedings	50
Item 1A. Risk Factors	51
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 3. Defaults Upon Senior Securities	51
Item 4. Mine Safety Disclosures	51
Item 5. Other Information	51
Item 6. Exhibits	51
Signatures	52

DEFINITIONS

The following table includes acronyms and abbreviations used in this report as well as definitions of certain rare earths, rare metals and mining terms often used in our public filings. Unless the context requires otherwise, references in this report to “Molycorp,” “we,” “our” or “us” refer to Molycorp, Inc. and its consolidated subsidiaries.

ARO	Asset Retirement Obligation.
ASC	Accounting Standards Codification.
ASP	Average Selling Price.
Assay	The analysis of the proportions of metals in ore, or the testing of an ore or mineral for composition, purity, weight, or other properties of commercial interest.
ASU	Accounting Standards Update.
Bastnasite	Bastnasite is a mixed-lanthanide fluoro-carbonate mineral (Ln F CO3) that currently provides the bulk of the world's supply of the light REEs. Bastnasite and monazite are the two most common sources of REEs. Bastnasite is found in carbonatites, igneous carbonate rocks that melt at unusually low temperatures.
Board	Molycorp's Board of Directors.
Bonded magnet	Bonded neodymium-magnets are prepared by melt spinning a thin ribbon of the NdFeB alloy. The ribbon contains randomly oriented Nd2Fe14B nano-scale grains. This ribbon is then pulverized into particles, mixed with a polymer and either compression or injection molded into bonded magnets. Bonded magnets offer less flux than sintered magnets, but can be net-shape formed into intricately shaped parts and do not suffer significant eddy current losses.
Cerium	Cerium (Ce) is a soft, silvery, ductile metal which easily oxidizes in air. Cerium is the most abundant of the REEs, and is found in a number of minerals, including monazite and bastnasite. Cerium has two relatively stable oxidation states, enabling both the storage of oxygen and its widespread use in catalytic converters. Cerium is widely used in the glass polish industry and in many other applications.
CHP	Combined Heat and Power.
Concentrate	Concentrate is a mineral processing product that generally describes the material that is produced after crushing and grinding ore, effecting significant separation of gangue (waste) minerals from the desired metal and/or metal minerals, and discarding the waste minerals. The resulting “concentrate” of minerals typically has an order of magnitude higher content of minerals than the beginning ore material.
Cut-off grade	Cut-off grade is the lowest grade of mineralized material that qualifies as ore in a given deposit. The grade above which minerals are considered economically mineable considering the following parameters: estimates over the relevant period of mining costs, ore treatment costs, general and administrative costs, refining costs, royalty expenses, by-product credits, process and refining recovery rates and price.
Didymium	Didymium is a natural and unseparated combination of neodymium and praseodymium, which is approximately 75% neodymium and 25% praseodymium, depending on the ore.
Dysprosium	Dysprosium (Dy) is a REE with a metallic silver lust. A few percent of Dy is often added to high-power NdFeB magnets to increase their resistance to demagnetization. A minor use of dysprosium is in the magnetostrictive alloy, based on DyTbFe, called terfenol-D.
Europium	Europium (Eu) is a REE with luminescent properties. Excitation of the europium atom, by absorption of energy, results in a visible emission. Almost all practical uses of europium utilize this luminescent behavior.
Exchange Act	U.S. Securities Exchange Act of 1934, as amended.
FASB	Financial Accounting Standards Board.
GAAP	Accounting principles generally accepted in the United States.
Gadolinium	Gadolinium (Gd) is a REE that absorbs neutrons and therefore is used for shielding and controlling neutron radiography and in nuclear reactors. Because of its paramagnetic properties, solutions of organic gadolinium complexes and gadolinium compounds are popular intravenous contrast enhancing agents for medical Magnetic Resonance Imaging contrast agents in (MRI). Gadolinium is sometimes added to samarium cobalt magnets to make their magnetic properties less temperature dependent.
Gallium	Gallium is a rare metal not found in nature, but it is easily obtained by smelting. Very pure gallium metal has a brilliant silvery color and its solid metal fractures conchoidally like glass. Almost all gallium is used for microelectronics.
Grade	The average REE content, as determined by assay of a metric ton of ore.

3

Indium	Indium is a rare, very soft, malleable and easily fusible post-transition metal that is chemically similar to gallium and thallium, and shows intermediate properties between these two. Indium's current primary application is to form transparent electrodes from indium tin oxide (ITO) in liquid crystal displays and touchscreens, and this use largely determines its global mining production. It is widely used in thin-films to form lubricated layers. It is also used for making particularly low melting point alloys, and is a component in some lead-free solders.
Lanthanum	Lanthanum (La) is the first member of the Lanthanide series. Lanthanum is a strategically important REE due to its use in fluid bed cracking catalysts, or FCCs, which are used in the production of transportation and aircraft fuel. Lanthanum is also used in fuel cells, batteries, and many other products.
LED	Light-emitting diode.
LREC	Light rare earth concentrate (purified and unseparated).
MD&A	Management's Discussion of Financial Condition and Results of Operations.
Mill	A processing plant that produces a concentrate of the valuable minerals contained in an ore.
Mineralization	The process or processes by which a mineral or minerals are introduced into a rock, resulting in a valuable or potentially valuable deposit.
Molycorp Canada	Molycorp Minerals Canada ULC (formerly Neo Material Technologies Inc.).
Mountain Pass	The Molycorp Minerals, LLC rare earth minerals mining and processing facility located in Mountain Pass, California.
Molycorp Silmet	Molycorp Silmet AS - Sillamäe, Estonia.
MMA	Molycorp Metals and Alloys, Inc. - Tolleson, Arizona.
Monazite	Monazite is a reddish-brown phosphate mineral. Monazite minerals are typically accompanied by concentrations of uranium and thorium. This has historically limited the processing of monazite, however this mineral is becoming more attractive because it typically has slightly elevated concentrations of mid-to heavy rare earths as compared to rare earth-containing minerals such as bastnasite.
mt	Metric Ton = 2,205 pounds.
Niobium	Niobium is a rare, soft, grey, ductile transition metal found in the mineral pyrochlore, the main commercial source for niobium, and columbite. Niobium is used mostly in alloys, the largest part in special steel such as that used in gas pipelines. Although alloys contain only a maximum of 0.1% of niobium, that small percentage improves the strength of the steel. The temperature stability of niobium-containing superalloys is important for its use in jet and rocket engines. Niobium also is used in various superconducting materials, among other applications.
NdFeB	Neodymium-iron-boron alloy.
NdPr	Neodymium/Praseodymium.
Nd2O3	Neodymium(III) oxide or neodymium sesquioxide is the chemical compound composed of neodymium and oxygen.
Neodymium	Neodymium (Nd) is a REE used in a wide variety of applications, particularly as a key constituent of NdFeB permanent magnets and as an additive to capacitor dielectrics. NdFeB magnets have a relatively high power/weight ratio, and are used in a large variety of motors, generators, sensors and computer hard disk drives. Capacitors containing neodymium are found in cellular telephones, computers and nearly all other electronic devices. A minor application of neodymium is in lasers.
Neo PowdersTM	NdFeB magnet powders.
Ore	That part of a mineral deposit which could be economically and legally extracted or produced at the time of reserve determination.
Overburden	In surface mining, overburden is the material that overlays an ore deposit. Overburden is removed prior to mining.
Praseodymium	Praseodymium (Pr) is a REE that generally comprises about 4% of the lanthanide content of bastnasite and is used in several applications, including in NdFeB magnetic materials and as a coloring pigment in photographic filters, airport signal lenses, and welder's glasses.
Probable reserves	Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.
Proven reserves	Reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling; and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well established.

4

REE	Rare earth element.
Recovery	The percentage of contained metal actually extracted from ore in the course of processing such ore.
REO	Rare earth oxide.
Reserves	That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Same definition as 'ore'.
Rhenium	Rhenium is a silvery-white, heavy, third-row transition metal. With an estimated average concentration of 1 part per billion (ppb), rhenium is one of the rarest elements in the Earth's crust. The free element has the third-highest melting point and highest boiling point of any element. Rhenium resembles manganese chemically and is obtained as a by-product of molybdenum and copper ore's extraction and refinement. Nickel-based superalloys of rhenium are used in the combustion chambers, turbine blades, and exhaust nozzles of jet engines. These alloys contain up to 6% rhenium, making jet engine construction the largest single use for the element, with the chemical industry's catalytic uses being next-most important.
Samarium	Samarium (Sm) is a REE predominantly used to produce samarium-cobalt magnets. Although these magnets are slightly less powerful than NdFeB magnets at room temperature, samarium cobalt magnets can be used over a wider range of temperatures and are less susceptible to corrosion.
SEC	U.S. Securities and Exchange Commission.
SEG	Samarium, europium, gadolinium.
Sintered magnet	Sintered NdFeB-magnets are prepared by the raw materials being melted in a furnace, cast into a mold and cooled to form ingots. The ingots are pulverized and milled to tiny particles, which then undergo a process of liquid-phase sintering whereby the powder is magnetically aligned into dense blocks which are then heat-treated, cut to shape, surface treated and magnetized.
Tantalum	Tantalum is a rare, hard, blue-gray, lustrous transition metal that is highly corrosion resistant. It is part of the refractory metals group, which are widely used as minor component in alloys. The chemical inertness of tantalum makes it a valuable substance for laboratory equipment and a substitute for platinum, but its main use today is in tantalum capacitors in electronic equipment such as mobile phones, DVD players, video game systems and computers.
Terbium	Terbium (Tb) is a REE used primarily as a phosphor, either in fluorescent lamps or x-ray screens. It can replace dysprosium in NdFeB magnets but usually does not because of its cost. A minor use of terbium is in the magnetostrictive alloy, based on DyTbFe, called terfenol-D.
Ton	2,000 pounds.
Yttrium	Yttrium (Y), although not a lanthanide series element, is often considered to be a REE and its behavior is similar to heavy REEs. It is predominantly utilized in lighting applications and ceramics. Other uses include resonators, lasers, microwave communication devices and other electronic devices.
Zirconium oxide	Zirconium oxide is a white amorphous powder that is insoluble in water and highly refractory, used as a pigment for paints, a catalyst, and an abrasive.

5

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MOLYCORP, INC.

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except shares and per share amounts)

	June 30, 2014			December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	156,372		$	314,317
Trade accounts receivable, net	47,031			61,757
Inventory (Note 4)	182,022			171,783
Prepaid expenses and other current assets	33,867			29,210
Total current assets	419,292			577,067
Non-current assets:
Deposits	25,698			25,997
Property, plant and equipment, net (Note 5)	1,743,494			1,762,874
Inventory (Note 4)	25,934			25,329
Intangible assets, net	318,954			330,867
Investments	46,303			48,875
Goodwill	228,750			228,750
Other non-current assets	22,821			7,043
Total non-current assets	2,411,954			2,429,735
Total assets	$	2,831,246		$	3,006,802
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	63,082		$	84,449
Accrued expenses	47,005			48,501
Debt and capital lease obligations (Note 6)	14,230			16,362
Other current liabilities	4,386			4,063
Total current liabilities	128,703			153,375
Non-current liabilities:
Asset retirement obligation	16,523			16,966
Deferred tax liabilities	78,424			85,481
Debt and capital lease obligations (Note 6)	1,378,669			1,363,916
Other non-current liabilities	10,256			10,002
Total non-current liabilities	1,483,872			1,476,365
Total liabilities	$	1,612,575		$	1,629,740
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock, $0.001 par value; 700,000,000 shares authorized at June 30, 2014 and 350,000,000 at December 31, 2013 (Note 8)	245			241
Preferred stock, $0.001 par value; 5,000,000 shares authorized at December 31, 2013 (Note 8)	—			2
Additional paid-in capital	2,207,938			2,194,405
Accumulated other comprehensive loss	(7,412		)	(6,451		)
Accumulated deficit	(1,010,435		)	(840,474		)
Total Molycorp stockholders’ equity	1,190,336			1,347,723
Noncontrolling interests	28,335			29,339
Total stockholders’ equity	1,218,671			1,377,062
Total liabilities and stockholders’ equity	$	2,831,246		$	3,006,802

See accompanying notes to the condensed consolidated financial statements.

6

MOLYCORP, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(In thousands, except shares and per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Revenues	$	116,907		$	136,112		$	235,432		$	281,511
Costs of sales:
Costs excluding depreciation and amortization	(113,399		)	(135,724		)	(238,872		)	(271,255		)
Depreciation and amortization	(20,079		)	(18,424		)	(36,226		)	(32,596		)
Gross loss	(16,571		)	(18,036		)	(39,666		)	(22,340		)
Operating expenses:
Selling, general and administrative	(20,424		)	(26,059		)	(38,379		)	(52,610		)
Depreciation, amortization and accretion	(7,257		)	(8,278		)	(14,459		)	(16,488		)
Research and development	(4,483		)	(6,506		)	(7,249		)	(12,911		)
Operating loss	(48,735		)	(58,879		)	(99,753		)	(104,349		)
Other expenses:
Other income	296			2,813			770			2,360
Interest expense, net of capitalized interest	(41,285		)	(14,869		)	(76,925		)	(26,518		)
Loss before income taxes and equity earnings	(89,724		)	(70,935		)	(175,908		)	(128,507		)
Income tax benefit	7,427			3,530			9,334			26,021
Equity in loss of affiliates	(1,553		)	(3,284		)	(3,275		)	(6,356		)
Net loss	(83,850		)	(70,689		)	(169,849		)	(108,842		)
Net income attributable to noncontrolling interests	(49		)	(486		)	(112		)	(1,304		)
Net loss attributable to Molycorp stockholders	$	(83,899	)	$	(71,175	)	$	(169,961	)	$	(110,146	)
Net loss	$	(83,850	)	$	(70,689	)	$	(169,849	)	$	(108,842	)
Other comprehensive (loss) income:
Foreign currency translation adjustments	(109		)	662			(961		)	(2,632		)
Comprehensive loss	$	(83,959	)	$	(70,027	)	$	(170,810	)	$	(111,474	)
Comprehensive loss attributable to:
Molycorp stockholders	(83,910		)	(69,541		)	(170,698		)	(110,170		)
Noncontrolling interest	(49		)	(486		)	(112		)	(1,304		)
	$	(83,959	)	$	(70,027	)	$	(170,810	)	$	(111,474	)
Loss per share of common stock (Note 9):
Net loss attributable to Molycorp stockholders	$	(83,899	)	$	(71,175	)	$	(169,961	)	$	(110,146	)
Dividends on Convertible Preferred Stock	—			(2,846		)	(2,846		)	(5,693		)
Loss attributable to common stockholders	$	(83,899	)	$	(74,021	)	$	(172,807	)	$	(115,839	)
Weighted average common shares outstanding—basic	224,223,506			168,075,012			222,806,917			160,735,323
Basic loss per share:	$	(0.37	)	$	(0.44	)	$	(0.78	)	$	(0.72	)
Weighted average common shares outstanding—diluted	224,223,506			168,075,012			222,806,917			160,735,323
Diluted loss per share:	$	(0.37	)	$	(0.44	)	$	(0.78	)	$	(0.72	)

See accompanying notes to the condensed consolidated financial statements.

7

MOLYCORP, INC.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(In thousands, except shares and per share amounts)

	Common Stock			Series A Mandatory Convertible Preferred Stock					Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Accumulated deficit			Total Molycorp Stockholders' Equity			Non controlling interests			Total Stockholders' Equity
	Shares	$		Shares		$
Balance at December 31, 2013	240,380,094	$	241	2,070,000		$	2		$	2,194,405		$	(6,451	)	$	(840,474	)	$	1,347,723		$	29,339		$	1,377,062
Stock-based compensation	189,188	—		—		—			1,570			—			—			1,570			—			1,570
Conversion of Series A Mandatory Convertible Preferred Stock (Note 8)	4,140,000	4		(2,070,000	)	(2		)	(2		)	—			—			—			—			—
Conversion of Exchangeable Shares	21,313	—		—		—			—			—			—			—			—			—
Issuance of shares for conversion of Debentures	2,518	—		—		—			12			—			—			12			—			12
Share-lending arrangements (Note 8)	—	—		—		—			15,062			—			—			15,062			—			15,062
Net (loss) income	—	—		—		—			—			—			(169,961		)	(169,961		)	112			(169,849		)
Preferred dividends	—	—		—		—			(2,846		)	—			—			(2,846		)	—			(2,846		)
Distribution to noncontrolling interests	—	—		—		—			—			—			—			—			(1,135		)	(1,135		)
Other comprehensive loss	—	—		—		—			—			(961		)	—			(961		)	—			(961		)
Other	—	—		—		—			(263		)	—			—			(263		)	19			(244		)
Balance at June 30, 2014	244,733,113	$	245	—		$	—		$	2,207,938		$	(7,412	)	$	(1,010,435	)	$	1,190,336		$	28,335		$	1,218,671

	Common Stock			Series A Mandatory Convertible Preferred Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Accumulated deficit			Total Molycorp Stockholders' Equity			Non controlling interests			Total Stockholders' Equity
	Shares	$		Shares	$
Balance at December 31, 2012	138,773,538	$	139	2,070,000	$	2	$	1,691,429		$	(9,433	)	$	(466,091	)	$	1,216,046		$	35,212		$	1,251,258
Stock-based compensation	1,156	—		—	—		794			—			—			794			—			794
Component of 5.50% convertible debt	—	—		—	—		21,815			—			—			21,815			—			21,815
Deferred taxes on component of convertible debt	—	—		—	—		(8,508		)	—			—			(8,508		)	—			(8,508		)
Conversion of Exchangeable Shares	13,483	—		—	—		—			—			—			—			—			—
Issuance of shares for conversion of Debentures	2,358	—		—	—		49			—			—			49			—			49
Issuance of Primary Shares	43,125,000	43		—	—		248,097			—			—			248,140			—			248,140
Issuance of Borrowed Shares	6,666,666	7		—	—		—			—			—			7			—			7
Net (loss) income	—	—		—	—		—			—			(110,146		)	(110,146		)	1,304			(108,842		)
Preferred dividends	—	—		—	—		(5,693		)	—			—			(5,693		)	—			(5,693		)
Distribution to noncontrolling interests	—	—		—	—		—			—			—			—			(1,946		)	(1,946		)
Other comprehensive loss	—	—		—	—		—			(2,632		)	—			(2,632		)	—			(2,632		)
Balance at June 30, 2013	188,582,201	$	189	2,070,000	$	2	$	1,947,983		$	(12,065	)	$	(576,237	)	$	1,359,872		$	34,570		$	1,394,442

See accompanying notes to the condensed consolidated financial statements.

8

MOLYCORP, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	Six Months Ended June 30,
	2014			2013
Cash flows from operating activities:
Net loss	$	(169,849	)	$	(108,842	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation, amortization and accretion	50,685			49,399
Deferred income tax benefit	(14,712		)	(29,496		)
Inventory write-downs	36,863			47,958
Release of inventory step-up value	719			3,499
Stock-based compensation	2,288			794
Equity in results of affiliates	3,275			6,356
Other operating adjustments	4,396			(846		)
Net change in operating assets and liabilities (Note 14)	(31,913		)	(42,863		)
Net cash used in operating activities	(118,248		)	(74,041		)
Cash flows from investing activities:
Investment in joint ventures	(703		)	(3,423		)
Capital expenditures	(44,687		)	(264,726		)
Recovery from insurance claims	12,900			—
Other investing activities	395			(224		)
Net cash used in investing activities	(32,095		)	(268,373		)
Cash flows from financing activities:
Repayments of debt	(3,079		)	(27,283		)
Net proceeds from sale of common stock	—			248,150
Issuance of 5.50% Convertible Notes	—			165,600
Payments of preferred dividends	(2,846		)	(5,693		)
Dividend paid to noncontrolling interests	(1,135		)	(1,946		)
Other financing activities	164			(360		)
Net cash (used in) provided by financing activities	(6,896		)	378,468
Effect of exchange rate changes on cash	(706		)	318
Net change in cash and cash equivalents	(157,945		)	36,372
Cash and cash equivalents at beginning of the period	314,317			227,790
Cash and cash equivalents at end of period	$	156,372		$	264,162

Non-cash financing activities and investing activities:
Change in accrued capital expenditures	$	(15,400	)	$	(108,861	)

See accompanying notes to the condensed consolidated financial statements.

9

MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

(1) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and Regulation S-X promulgated under the Exchange Act, and reflect all adjustments that are normal and recurring in nature, which, in the opinion of management, are necessary for the fair presentation of our financial position, results of operations and cash flows at June 30, 2014, and for all periods presented. While the December 31, 2013 balance sheet information was derived from our audited financial statements, for interim periods, GAAP and Regulation S-X do not require all information and related disclosures that are required in the annual financial statements and, as a result, all disclosures required by GAAP and Regulation S-X for annual financial statements have not been included in this report. Therefore, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2013 included in our Annual Report on Form 10-K filed with the SEC on March 3, 2014.

The unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly-owned and majority-owned subsidiaries. Intercompany balances and transactions have been eliminated on consolidation. Investments in joint ventures where we do not exert control, but have the ability to exercise significant influence over the operating and financial policies of the investee, are accounted for under the equity method of investment. All other investments are accounted at cost.

Nominal prior period revenues and expenses related to an asset disposal that we finalized in the first quarter of 2014 have been reclassified to "Other expense" in the condensed consolidated statement of operations and comprehensive income. Such reclassifications did not affect our results of operations.

Use of Estimates

The preparation of the financial statements, in accordance with GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ significantly from these estimates under different assumptions and conditions. Significant estimates we made in the accompanying financial statements include the collectability of accounts receivable, the recoverability of inventory, the useful lives and recoverability of long-lived assets such as property, plant and equipment, intangible assets, goodwill and investments, capital leases, uncertain tax positions, the realizability of deferred tax assets, and the adequacy of the asset retirement obligation.

Significant Accounting Policies

A summary of our significant accounting policies can be found in Item 8, Note 2 of the audited consolidated financial statements for the year ended December 31, 2013 included in our Annual Report on Form 10-K filed with the SEC on March 3, 2014.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of this new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

10

MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

The new guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer. An entity will be required to disclose sufficient qualitative and quantitative information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. For calendar-year public entities, the new guidance is effective starting in 2017, and interim periods within that year. Early adoption is not permitted. An entity should apply the amendments in this update using one of the following two methods:

1. Retrospectively to each prior reporting period presented.

2. Retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. If an entity elects this transition method, it also should provide the additional disclosures in reporting periods that include the date of initial application of:

i. The amount by which each financial statement line item is affected in the current reporting period by the application of this update as compared to the guidance that was in effect before the change.

ii. An explanation of the reasons for significant changes.

We are in the process of evaluating which of the two methods we will apply to adopt the amendments, and whether this new guidance will have a material impact on our financial statements and related disclosures.

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments included in this update change the requirements for reporting discontinued operations and require new disclosures about disposals of both discontinued operations and certain other disposals that do not meet the new definition. The amendments also allow an entity to present a discontinued operation even when it has continuing cash flows and significant continuing involvement with the disposed component. Under the revised standard, a discontinued operation is defined as (i) a component of an entity or group of components that has been disposed of by sale, disposed of other than by sale or is classified as held for sale that represents a strategic shift that has or will have a major effect on an entity’s operations and financial results or (ii) an acquired business or nonprofit activity (the entity to be sold) that is classified as held for sale on the date of the acquisition. A strategic shift could include the disposal of a major line of business, a major geographical area, a major equity method investment or other major parts of an entity. For calendar-year public entities, the amendments are effective starting in 2015, including interim periods within that year, and are to be applied on a prospective basis. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The adoption of this updated guidance is not expected to have a material impact on our financial statements and related disclosures.

(2) Liquidity and Capital Requirements

We expect to use our cash balances of $156.4 million as of June 30, 2014, as well as cash generated from operations in certain business units and available and planned financing to fund our capital expenditures, debt service and other cash requirements. Capital expenditures for our Mountain Pass facility are expected to total approximately $30.0 million for the remainder of 2014, including remaining payments for certain capital expenditures incurred as of June 30, 2014, and $30.0 million in 2015. Additionally, we expect to spend approximately $10.0 million for the remainder of 2014 and $30 million in 2015 on maintenance and expansion capital expenditures across all other business units.

In August 2014, we and certain of our subsidiaries entered into a commitment letter with Oaktree Capital Management, L.P. (collectively with certain of its affiliates and funds under its management, "Oaktree") pursuant to which Oaktree agreed to provide to us and certain of our subsidiaries up to $400 million in secured financing through credit facilities and the sale and leaseback of certain equipment at our Mountain Pass facility, which is expected to provide additional funding for corporate, operating and capital expenditures. This proposed financing is subject to various conditions precedent. For more information, see Note 17 below.

The amount of our cash requirements continues to be dependent on (i) the accuracy of our cost estimates for capital expenditures, (ii) our ability to ramp-up run rates at our Mountain Pass facility pursuant to our expectations without further delays, and to achieve lower cash costs of production as a result of further optimization of operations at our Mountain Pass facility, (iii) stable or improved market conditions, (iv) our ability to sell our production of rare earths to external customers and our downstream facilities (including our ability to sell our cerium through market acceptance of SorbX^® or otherwise), (v) our ability to repatriate cash generated from our global operations, and (vi) the absence of payments on current and future contingent liabilities. If these assumptions prove inaccurate, our estimates could prove incorrect and we may need additional financing.

11

MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

As part of our cash management procedures, we continue to evaluate opportunities to reduce costs. Also, we have utilized and will continue to utilize lease financing for certain heavy mobile equipment and vehicles.

(3) Segment Information

Our operations are organized into four reportable segments, each reflecting a unique combination of product lines and technologies: Resources, Chemicals and Oxides, Magnetic Materials and Alloys, and Rare Metals. The primary measurement we use to measure the financial performance of each reportable segment is OIBDA (Operating income before depreciation, amortization and accretion).

Three months ended June 30, 2014	Resources			Chemicals and Oxides			Magnetic Materials and Alloys			Rare Metals			Corporate and other (a)			Eliminations(b)			Total Molycorp, Inc.
	(In thousands)
Revenues:
External	$	2,331		$	45,437		$	53,195		$	15,944					$	—		$	116,907
Inter-segment	7,706			3,195			1,165			—						(12,066		)	—
Total revenues	$	10,037		$	48,632		$	54,360		$	15,944					$	(12,066	)	$	116,907
OIBDA	$	(30,298	)	$	4,836		$	11,812		$	740
Depreciation, amortization and accretion	(17,009		)	(3,908		)	(4,261		)	(2,101		)
Operating (loss) income	$	(47,307	)	$	928		$	7,551		$	(1,361	)	$	(9,083	)	$	537		$	(48,735	)
Other income																			296
Interest expense, net of capitalized interest																			(41,285		)
Loss before income taxes and equity earnings																			$	(89,724	)

Three months ended June 30, 2013	Resources			Chemicals and Oxides			Magnetic Materials and Alloys			Rare Metals			Corporate and other (a)			Eliminations(b)			Total Molycorp, Inc.
	(In thousands)
Revenues:
External	$	10,922		$	34,789		$	66,114		$	24,287					$	—		$	136,112
Inter-segment	6,665			6,692			—			—						(13,357		)	—
Total revenues	$	17,587		$	41,481		$	66,114		$	24,287					$	(13,357	)	$	136,112
OIBDA	$	(28,775	)	$	(9,585	)	$	18,060		$	(695	)
Depreciation, amortization and accretion	(11,629		)	(5,589		)	(7,422		)	(2,005		)
Operating (loss) income	$	(40,404	)	$	(15,174	)	$	10,638		$	(2,700	)	$	(9,953	)	$	(1,286	)	$	(58,879	)
Other income																			2,813
Interest expense, net of capitalized interest																			(14,869		)
Loss before income taxes and equity earnings																			$	(70,935	)

a. Includes business development costs, personnel costs, stock-based compensation, accounting and legal fees, occupancy expense, information technology costs and interest expense.

b. Consist of inter-segment sales and gross profits eliminations as well as eliminations of lower of cost or market adjustments related to inter-segment inventory.

12

MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

Six months ended June 30, 2014	Resources			Chemicals and Oxides			Magnetic Materials and Alloys			Rare Metals			Corporate and other (a)			Eliminations(b)			Total Molycorp, Inc.
	(In thousands)
Revenues:
External	$	5,442		$	85,707		$	107,915		$	36,368					$	—		$	235,432
Inter-segment	20,159			9,481			2,383			—						(32,023		)	—
Total revenues	$	25,601		$	95,188		$	110,298		$	36,368					$	(32,023	)	$	235,432
OIBDA	$	(66,742	)	$	8,136		$	25,489		$	671
Depreciation, amortization and accretion	(30,101		)	(7,781		)	(8,498		)	(4,194		)
Operating (loss) income	$	(96,843	)	$	355		$	16,991		$	(3,523	)	$	(16,196	)	$	(537	)	$	(99,753	)
Other income																			770
Interest expense, net of capitalized interest																			(76,925		)
Loss before income taxes and equity earnings																			$	(175,908	)

Six months ended June 30, 2013	Resources			Chemicals and Oxides			Magnetic Materials and Alloys			Rare Metals			Corporate and other (a)			Eliminations(b)			Total Molycorp, Inc.
	(In thousands)
Revenues:
External	$	25,580		$	84,389		$	120,792		$	50,750					$	—		$	281,511
Inter-segment	9,310			21,302			—			—						(30,612		)	—
Total revenues	$	34,890		$	105,691		$	120,792		$	50,750					$	(30,612	)	$	281,511
OIBDA	$	(59,847	)	$	(7,353	)	$	30,302		$	4,859
Depreciation, amortization and accretion	(20,682		)	(11,127		)	(12,901		)	(4,258		)
Operating (loss) income	$	(80,529	)	$	(18,480	)	$	17,401		$	601		$	(21,518	)	$	(1,824	)	$	(104,349	)
Other income																			2,360
Interest expense, net of capitalized interest																			(26,518		)
Loss before income taxes and equity earnings																			$	(128,507	)

13

MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

(4) Inventory

At June 30, 2014 and December 31, 2013, our inventory consisted of the following:

	June 30, 2014		December 31, 2013
	(In thousands)
Current:
Concentrate stockpiles	$	90	$	24
Raw materials	49,293		42,627
Work in process	39,250		41,962
Finished goods	70,817		65,662
Materials and supplies	22,572		21,508
Total current	$	182,022	$	171,783
Long-term:
Concentrate stockpiles	$	—	$	4
Raw materials	25,934		25,325
Total long-term	$	25,934	$	25,329

The following table presents charges to costs of sales related to our assessment of normal production levels and write-downs of inventory:

	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
	(In thousands)
Abnormal production costs expensed in the period (a)	$	17,562	$	25,518	$	42,546	$	47,494
Write-down to the lower of cost or market (b)	19,359		21,374		35,520		41,100
Write-downs of stockpile inventory (c)	132		4,458		1,342		6,858
Total	$	37,053	$	51,350	$	79,408	$	95,452

(a) Relates to production costs that would have been inventoriable had we been operating at normal production levels. In all periods presented, the majority of these production costs related to the Resources segment.

(b) Due to the decline in some rare earths prices and low inventory turnover.

(c) Adjustments of the estimated REO content in the stockpile at the Resources segment.

(5) Property, Plant and Equipment, net

We capitalized expenditures of $17.2 million and $29.4 million for the three and six months ended June 30, 2014, respectively, and $77.4 million and $198.2 million for the three and six months ended June 30, 2013, respectively. The majority of these capital expenditures related to the expansion and modernization efforts, and certain other capital projects, at our Mountain Pass facility (Resources segment). Starting in 2014, we no longer capitalize interest because the construction of our Mountain Pass facility was substantially complete at the beginning of the year. For the three and six months ended June 30, 2013, we capitalized interest of $19.3 million and $40.8 million, respectively. In prior periods, capitalized interest was added to "Construction in progress" until the asset was complete and ready for its intended use. Subsequently, capitalized interest was allocated to the pertinent asset class, such as "Land improvements", "Building and improvements" or "Plant and equipment", and amortized over the estimated useful life of the asset. At June 30, 2014, "Construction in progress" included assets that were not yet ready for their intended use from a production capacity standpoint, as defined in our capital asset policy.

At June 30, 2014 and December 31, 2013, our property, plant and equipment consisted of the following:

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MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

	June 30, 2014			December 31, 2013
	(In thousands)
Land	$	12,785		$	12,822
Land improvements	304,372			327,029
Buildings and improvements	572,269			418,510
Plant and equipment	475,980			288,603
Vehicles	2,969			2,986
Computer software	12,449			12,424
Furniture and fixtures	1,044			1,044
Construction in progress (a)	453,744			755,107
Natural gas delivery facility under capital lease	15,658			15,658
Mining equipment under capital lease	9,496			7,370
Mineral properties	23,798			23,999
Property, plant and equipment at cost	1,884,564			1,865,552
Less accumulated depreciation	(141,070		)	(102,678		)
Property, plant and equipment, net	$	1,743,494		$	1,762,874

(a) Primarily related to expenditures at the Mountain Pass facility.

Mineral properties and development costs, which are referred to collectively as mineral properties, include acquisition costs, drilling costs, and the cost of other development work associated with our Mountain Pass facility, all of which are capitalized.         

(6) Debt and Capital Lease Obligations

The following table provides a summary of the current and non-current portions of our debt outstanding and capital lease obligations at June 30, 2014 and December 31, 2013:

	June 30, 2014				December 31, 2013
	Current		Non-Current		Current		Non-Current
	(In thousands)
Bank loans due May 2014- September 2017	$	11,378	$	1,943	$	14,128	$	2,699
3.25% Convertible Notes, net of discount, due June 2016	—		211,406		—		207,028
6.00% Convertible Notes, net of discount, due September 2017	—		354,606		—		346,708
5.00% Debentures, net of discount, due December 2017	—		2,209		—		2,493
5.50% Convertible Notes, net of discount, due February 2018	—		150,760		—		148,198
10% Senior Notes, net of discount, due June 2020	—		638,148		—		637,435
Total debt	11,378		1,359,072		14,128		1,344,561
Capital lease obligations	2,852		19,597		2,234		19,355
Total debt and capital lease obligations	$	14,230	$	1,378,669	$	16,362	$	1,363,916

Weighted average interest rate on the bank loans was 3.41% and 3.59% at June 30, 2014 and December 31, 2013, respectively. Scheduled minimum debt repayments, excluding capital lease obligations, were as follows at June 30, 2014:

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MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

	June 30, 2014
Debt maturities, excluding capital leases	(In thousands)
Remainder of 2014	10,648
2015	1,431
2016	230,814
2017	416,621
2018	172,500
Thereafter	650,000
Total	1,482,014

As of June 30, 2014, we were in compliance with all applicable covenants related to our indebtedness, which are all affirmative in nature and contain customary "Change of control" provisions.

The following table presents a reconciliation of the principal amount to the net carrying value for each of our Convertible Notes and our Senior Notes at June 30, 2014 and December 31, 2013, and provides the interest cost of each instrument for the three and six months ended June 30, 2014 and 2013:

	3.25% Convertible Notes						6.00% Convertible Notes						5.50% Convertible Notes						10% Senior Notes
	June 30, 2014			December 31, 2013			June 30, 2014			December 31, 2013			June 30, 2014			December 31, 2013			June 30, 2014			December 31, 2013
	(In thousands)
Principal amount	$	230,000		$	230,000		$	414,000		$	414,000		$	172,500		172,500			$	650,000		$	650,000
Unamortized debt discount	(18,594		)	(22,972		)	(59,394		)	(67,292		)	(21,740		)	(24,302		)	(11,852		)	(12,565		)
Net carrying amount	$	211,406		$	207,028		$	354,606		$	346,708		$	150,760		148,198			$	638,148		$	637,435
Interest cost (a)
	Three Months Ended June 30,
	2014			2013			2014			2013			2014			2013			2014			2013
	$	4,070		$	3,931		$	10,275		$	9,909		$	3,676		$	3,576		$	16,645		$	16,610
	Six Months Ended June 30,
	2014			2013			2014			2013			2014			2013			2014			2013
	$	8,128		$	7,851		$	20,425		$	19,722		$	7,335		$	5,873		$	33,284		$	33,215

(a) Interest cost includes the coupon interest, accretion of the initial equity component of the convertible notes (3.25% - $36,227; 6.00% - $68,695; and 5.50% - $21,815), accretion of the underwriting discounts and amortization of the issuance costs allocated to the liability component.

Senior Secured Obligations

The 10% Senior Notes are our senior secured obligations and are guaranteed by certain of our domestic subsidiaries ("Guarantors"). The Senior Notes are secured by a first-priority security interest on substantially all of our property and assets and those of the Guarantors, subject to some exceptions for certain "Excluded Assets," such as:

• Leasehold interests in real property;

• Certain capital leases that constitute permitted liens;

• Certain motor vehicles;

• Assets owned by foreign subsidiaries or, subject to certain limitations, MMA;

• Assets with a fair market value of less than $15.0 million as to which the board of directors determine in good faith (and certify to the collateral agent) that the costs of obtaining or perfecting such security interest are excessive in

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MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

relation to the practical benefit to the holder of the Notes of the security afforded thereby (based on the value of such asset);

• Cash collateral for letters of credit or hedging obligations (up to 105% of the underlying obligations);

• Certain deposit accounts;

• The equity interests of immaterial subsidiaries and, subject to certain limitations, MMA;

• Voting stock of foreign subsidiaries in excess of 65.0% of the voting stock; and

• Other pledges of stock of a guarantor to the extent that Rule 3-16 of Regulation S-X under the Securities Act would require the filing of separate financial statements of such guarantor.

Capital Leases

We lease certain mining and other equipment under agreements with various durations that have been determined to be capital leases. Those agreements contain purchase options at the end of the lease term and are generally at market interest rates.

At June 30, 2014, total future minimum payments on our capital leases were as follows:

	June 30, 2014
Capital Leases	(In thousands)
Remainder of 2014	3,834
2015	7,667
2016	7,667
2017	6,550
2018	5,160
Thereafter	17,789
Total	48,667

(7) Income Taxes

Our effective income tax rate can vary significantly quarter-to-quarter for various reasons, including the mix and volume of business in lower tax jurisdictions, in jurisdictions with tax holidays and tax incentives, and in jurisdictions for which no deferred tax assets have been recognized because management believed it was not more likely than not that future taxable profit would be available against which tax losses and deductible temporary differences could be utilized. Our effective income tax rate can also vary due to the impact of foreign exchange fluctuations, operating losses, changes in our provisions related to tax uncertainties, and changes in our assertion relating to indefinitely reinvesting undistributed earnings of certain foreign subsidiaries.

For the three and six months ended June 30, 2014, our effective tax rates were 8.3% and 5.3%, respectively, as compared to 5.0% and 20.2% for the three and six months ended June 30, 2013, respectively. The June 30, 2014 effective tax rates were impacted primarily by the valuation allowance required in the United States. In addition, a $9.6 million discrete income tax benefit has been recognized during the second quarter of 2014 in the United States to offset the increase in deferred tax liabilities from an out-of-period adjustment related to the revised fair value of our share-lending arrangements described in Note 8 below.   

(8) Stockholders’ Equity

At June 30, 2014 and December 31, 2013, we had 244,864,035 and 240,380,138 shares of common stock issued and outstanding, respectively. At December 31, 2013, we also had 2,070,000 shares of our 5.50% Series A Mandatory Convertible Preferred Stock (“Convertible Preferred Stock”) issued and outstanding.

On March 1, 2014, each share of our Convertible Preferred Stock automatically converted into two shares of our common stock based on the “maximum conversion rate”, as defined in our Amended and Restated Certificate of Incorporation. As a result, we issued 4,140,000 shares of our common stock in connection with the automatic conversion of the 2,070,000 shares of the Convertible Preferred Stock. Also on March 1, 2014, we paid the final $2.8 million of the aggregate preferred dividends on the Convertible Preferred Stock to holders of record at the close of business on February 15, 2014.

17

MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

Share-lending arrangements

In August 2012, in order to facilitate the offering of our 6.00% Convertible Notes due September 2017, we entered into a share-lending arrangement with Morgan Stanley Capital Services LLC (“MSCS”), an affiliate of Morgan Stanley & Co. LLC, under which we agreed to loan 13,800,000 shares of our common stock to MSCS (the “2012 Borrowed Shares”). In January 2013, in order to facilitate the offering of our 5.50% Convertible Notes due February 2018, we entered into another share-lending arrangement with MSCS, under which we agreed to loan 6,666,666 shares of our common stock (the “2013 Borrowed Shares”, and collectively with the 2012 Borrowed Shares, the “Borrowed Shares”). We received no proceeds and no collateral for the Borrowed Shares, but a nominal lending fee from MSCS for the use of these loaned shares. Given the aggregate lending fees, no further consideration was given to the accounting treatment of the share-lending arrangements. For corporate law purposes, the Borrowed Shares are issued and outstanding. However, based on certain contractual undertakings of MSCS in the share-lending arrangements that have the effect of substantially eliminating the economic dilution that otherwise would result from the issuance of the Borrowed Shares, these loaned shares are not considered outstanding for the purpose of computing and reporting our earnings per share. The Borrowed Shares are to be returned to Molycorp concurrently with the maturity of the related convertible notes.

During the second quarter of 2014, the SEC issued Molycorp a comment letter with respect to our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 regarding, among other things, the fair value measurement of our share-lending arrangements. In response to the SEC’s comment, we reconsidered our approach to determining the fair value of our share-lending arrangements and identified a methodology to estimate the long-term borrowing rate of our common stock, which we adjusted for the credit risk of the counterparty given that no collateral was provided to us that complied with ASC 470-20-25-20A. As a result of applying the methodology, management has determined that the fair value at the date of issuance of the 2012 Borrowed Shares and 2013 Borrowed Shares should have been approximately $18.1 million and $6.6 million, respectively. This amount should have been recognized in the financial statements as issuance costs associated with the issuance of the related convertible notes with an offset to additional paid-in capital.

Because the adjustment, both individually and in the aggregate, was not material to any of the prior years’ financial statements, and the impact of correcting the errors was not material to the full year 2014 financial statements, we recorded the correction in the condensed consolidated financial statements in the second quarter of 2014. The out-of-period adjustment had the following impact on the condensed consolidated balance sheet and the condensed consolidated statements of operations and comprehensive loss as of June 30, 2014:

Increase to balance sheet captions:	As of June 30, 2014
Other non-current assets	$	16,381
Property, plant and equipment, net	3,378
Additional paid-in capital	15,062

Increase to statements of operations and comprehensive loss captions:	Three Months Ended   June 30, 2014		Six Months Ended   June 30, 2014
Interest expense, net of capitalized interest	$	4,933	$	4,933
Income tax benefit	9,630		9,630

The following table provides certain other information on our share-lending arrangements as of June 30, 2014:

	2012 Borrowed Shares		2013 Borrowed Shares		Total
	(In thousands)
Fair value	$	7,957	$	4,450	$	12,407
Unamortized issuance cost	11,546		4,835		16,381

The methodology to fair value our share-lending arrangements consists of an option pricing model that we used to determine a synthetic cost of borrow of our common stock, which we then adjusted for an estimate of the counterparty credit

18

MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

risk. Inputs used in this approach include a combination of Level 2 and Level 3 inputs of the fair value hierarchy. As of June 30, 2014, all of the Borrowed Shares we originally agreed to loan to MSCS are still outstanding, and the related unamortized issuance cost is included in "Other non-current assets" in the condensed consolidated balance sheet.

The amount of non-cash interest cost recognized relating to the amortization of the issuance cost associated with the combined share-lending arrangements was as follows in 2014:

	Three Months Ended   June 30, 2014		Six Months Ended   June 30, 2014
	(In thousands)
Interest cost expensed	$	4,933	$	4,933
Interest cost capitalized	3,378		3,378

Accumulated other comprehensive income

The following table provides the changes in Accumulated other comprehensive income (loss) (“AOCI”) for the six-month periods ended June 30, 2014 and 2013:

	Foreign currency translation adjustments			Postretirement benefit liability		Accumulated other comprehensive loss
	(In thousands)
Balance at December 31, 2013	$	(6,638	)	$	187	$	(6,451	)
Change in other comprehensive loss before reclassifications	(961		)	—		(961		)
Net income (loss) reclassified from AOCI	—			—		—
Balance at June 30, 2014	$	(7,599	)	$	187	$	(7,412	)

	Foreign currency translation adjustments			Postretirement benefit liability			Accumulated other comprehensive loss
	(In thousands)
Balance at December 31, 2012	$	(8,261	)	$	(1,172	)	$	(9,433	)
Change in other comprehensive loss before reclassifications	(2,632		)	—			(2,632		)
Net income (loss) reclassified from AOCI	—			—			—
Balance at June 30, 2013	$	(10,893	)	$	(1,172	)	$	(12,065	)

There were no items reclassified from AOCI during the interim periods presented above.

(9) Loss per Share

For the six months ended June 30, 2014 and for the three and six months ended June 30, 2013, the dividends on the Convertible Preferred Stock were subtracted from net loss attributable to Molycorp stockholders for the purpose of computing the basic and diluted earnings per share.

Diluted earnings per share reflect the dilutive impact of potential common stock and unvested restricted shares of common stock in the weighted average number of common shares outstanding during the period, if dilutive. For this purpose, the “treasury stock method” and “if-converted method,” as applicable, are used. Under the treasury stock method, assumed proceeds upon the exercise of stock options are considered to be used to purchase common stock at the average market price of the shares during the period. Also under the treasury stock method, fixed awards and non-vested shares, such as restricted stock units, are deemed options for purposes of computing diluted earnings per share. At June 30, 2014 and 2013, all potential common stock under the treasury stock method were antidilutive in nature; consequently, we did not have any adjustments between earnings per share and diluted earnings per share related to stock options and restricted stock units. In applying the if-

19

MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

converted method, conversion is not assumed for purposes of computing diluted earnings per share if the effect would be antidilutive. Convertible preferred stock is antidilutive whenever the amount of the dividend declared in or accumulated for the current period per common share obtainable on conversion, including the deemed dividend in the period from a beneficial conversion feature, exceeds basic earnings per share. Our Convertible Preferred Stock was antidilutive at June 30, 2014 and 2013. Also, under the if-converted method, convertible debt is antidilutive whenever its interest per common share obtainable on conversion, including any deemed interest from a beneficial conversion feature and nondiscretionary adjustments, net of tax, exceeds basic earnings per share. At June 30, 2014 and 2013, our convertible notes were all antidilutive.

(10) Stock-Based Compensation

The following tables summarize the stock-based awards with significant activity for the six months ended June 30, 2014:

PBRSUs	Number of Shares		Weighted Average Grant-Date Price
Unvested at December 31, 2013	697,797		$	7.45
Granted	744,540		$	4.99
Forfeited	(4,343	)	5.88
Vested	—		—
Unvested at June 30, 2014	1,437,994		$	6.18

RSUs	Number of Shares		Weighted Average Grant-Date Price
Unvested at December 31, 2013	1,076,385		$	9.81
Granted	932,052		$	4.41
Forfeited	(54,775	)	$	8.95
Vested	(49,913	)	$	31.91
Unvested at June 30, 2014	1,903,749		$	6.61

(11) Commitments and Contingencies

(a) Future Operating Lease Commitments

We lease certain office space, trailers and equipment pursuant to lease agreements that have been determined to be operating leases. Remaining annual minimum payments under these leases at June 30, 2014 were as follows:

	Total		Less Than 1 Year		1 - 3 Years		4 - 5 Years		More Than 5 Years
	(In thousands)
Operating lease obligations	$	6,491	$	2,400	$	2,621	$	602	$	868

(b) Purchase Commitments

We entered into contractual commitments for the purchase of materials and services from various vendors, primarily in connection with the modernization and expansion efforts at our Mountain Pass facility. Future payments for all purchase commitments at June 30, 2014 were as follows:

	Total		Less Than 1 Year		1 - 3 Years		4 - 5 Years		More Than 5 Years
	(In thousands)
Purchase obligations and other commitment	$	142,252	$	142,252	$	—	$	—	$	—

20

MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

(c) Labor Contract

Certain of our employees at our Mountain Pass facility are covered by a collective bargaining agreement with the United Steelworkers of America that expires on March 15, 2015. At June 30, 2014, 258 employees, or approximately 58% of the workforce at our Mountain Pass facility, were covered by this collective bargaining agreement.

At June 30, 2014, 168 employees, or approximately 30% of the workforce at our Molycorp Silmet facility, were unionized employees. The contract with the labor union in Estonia is automatically renewed each year unless either party desires to make an amendment. The contract was last amended in February 2012.

(d) Reclamation Surety Bonds

At June 30, 2014, we had placed $28.8 million of surety bonds with California state and regional agencies to secure our Mountain Pass facility closure and reclamation obligations.

(e) Purported Class Action and Derivative Lawsuits

In February 2012, a purported class action lawsuit was filed in the Colorado Federal District Court against us and certain of our current and former executive officers alleging violations of the federal securities laws. The Consolidated Class Action Complaint filed on July 31, 2012 also names most of our Board members and some of our stockholders as defendants, along with other persons and entities. That Complaint alleges 18 claims for relief arising out of alleged: (1) securities fraud in violation of the Securities Exchange Act of 1934, or the Exchange Act, during the proposed class period from February 11, 2011 through November 10, 2011; and (2) materially untrue or misleading statements in registration statements and prospectuses for our public offering of preferred stock in February 2011 and of common stock in June 2011, in violation of the Securities Act of 1933. Our motion to dismiss that Complaint was filed in October 2012 and is pending. We believe that this lawsuit is without merit, and we intend to vigorously defend ourselves against these claims.

Certain of our shareholders filed a consolidated stockholder derivative lawsuit purportedly on our behalf against us (as nominal defendant) and certain of our current and former directors, executive officers and shareholders in the Delaware Court of Chancery. A Consolidated Amended Stockholder Derivative Complaint was filed in August 2012. Pursuant to an order dated May 15, 2013, the Delaware Chancery Court stayed this derivative lawsuit pending the outcome of the Colorado class action lawsuit. On October 9, 2013, certain plaintiffs, purportedly on our behalf, filed a Motion to Lift the Stay and for Leave to File an Amended Complaint. Pursuant to a letter opinion dated May 12, 2014, the Delaware Chancery Court granted plaintiffs’ motion to file a second consolidated amended derivative complaint. In addition, the Delaware Chancery Court lifted the stay of the action. The plaintiffs filed their Second Consolidated Amended Complaint on May 15, 2014, alleging breaches of fiduciary duty and unjust enrichment, but dropping claims for material misstatements and for trading on material, non-public information. The defendants filed a Motion to Dismiss the Second Consolidated Amended Complaint on July 14, 2014. The plaintiffs’ answer brief is due to be filed on August 29, 2014, with defendants’ reply briefs due on September 26, 2014.

Two additional shareholder derivative lawsuits were filed purportedly on our behalf against us (as nominal defendant) and certain of our current and former directors, executive officers and shareholders, in the Colorado Federal District Court. These lawsuits allege claims for breach of fiduciary duty, waste of corporate assets, and unjust enrichment based on events in 2011 and 2012. The Colorado Federal District Court dismissed these lawsuits. The plaintiffs filed an appeal of that ruling to the U.S. Court of Appeals for the Tenth Circuit, and the Tenth Circuit remanded these cases back to the Colorado Federal District Court. Subsequently, a different shareholder, purportedly on our behalf, filed a new shareholder derivative lawsuit in the Colorado Federal District Court alleging claims for breach of fiduciary duty, waste of corporate assets, and unjust enrichment based on events during 2011 through 2013. The Colorado Federal District Court sua sponte consolidated this lawsuit with the remanded lawsuits. The plaintiff in the new derivative lawsuit filed a Motion to Vacate the consolidation order. On July 15, 2014, the Colorado Federal District Court ruled that, based on the Second Consolidated Amended Derivative Complaint filed in Delaware Chancery Court, the issues raised in the Colorado derivative cases were sufficiently distinct from the issues set forth in the Delaware derivative lawsuit, and reversed its original order dismissing the lawsuits. In its order, the Colorado Federal District Court left open the opportunity for the defendants to file a motion to stay the Colorado derivative lawsuits pending the resolution of the Colorado class action lawsuit. The Motion to Vacate the consolidation order remains pending.

21

MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

In August 2013, twopurported class action lawsuits were filed in the U.S. District Court for the Southern District of New York against us and certain of our current and former executive officers, alleging violations of the federal securities laws. A Consolidated Amended Class Action Complaint, filed on May 19, 2014, also names us and certain of our current and former executive officers. The Consolidated Amended Class Action Complaint alleges claims for relief arising out of alleged securities fraud in violation of the Exchange Act, during a purported class period from February 21, 2012 through October 15, 2013. Our Motion to Dismiss the consolidated lawsuit is due to be filed on August 13, 2014. We believe that this lawsuit is without merit, and we intend to vigorously defend ourselves against these claims.

The class action and derivative lawsuits described above have not progressed to a point where a reasonably possible range of losses associated with their ultimate outcome can be estimated at this time. If the final resolution of any such litigation or proceedings is unfavorable, our financial condition, operating results and cash flows could be materially affected.    

(12) Concentrations

Resources Segment

There were no significant sales by customer or by product at the Resources segment for the three and six months ended June 30, 2014, and for the three and six months ended June 30, 2013.

Chemicals and Oxides Segment

Sales of cerium products within the Chemicals and Oxides segment accounted for 11% and 7% of consolidated revenues in the second quarter of 2014 and 2013, respectively, and 10% and 11% for the six months ended June 30, 2014 and 2013, respectively. There were no significant sales by customer in this segment in all interim periods indicated above.

Magnetic Materials and Alloys Segment

Sales of Neo Powders™ within the Magnetic Materials and Alloys segment, relative to consolidated revenues, were 44% and 41% for the three months ended June 30, 2014 and 2013, respectively, and 44% and 38% for the six months ended June 30, 2014 and 2013, respectively.

Sales of Neo Powders™ to Daido Electronics, a subsidiary of one of IMJ’s shareholders, totaled $15.0 million and $14.0 million for the three months ended June 30, 2014 and 2013, respectively, and $27.2 million and $22.9 million for the six months ended June 30, 2014 and 2013, respectively. At June 30, 2014 and December 31, 2013, we had accounts receivable from Daido Electronics of $5.1 million and $7.5 million, respectively.

Rare Metals Segment

There were no significant sales by product or by customer at the Rare Metals segment for the three and six months ended June 30, 2014 and the three and six months ended June 30, 2013.

(13) Related-Party Transactions

We supply Neo Powders™ to Daido Electronics, a subsidiary of one of IMJ’s shareholders, and to Toda Magnequench Magnetic Materials Co. Ltd. (“TMT”), an equity method investee of ours involved in the production of rare earth magnetic compounds. We also purchase magnetic compounds back from TMT in the normal course of business. Two other equity method investees, with whom we regularly buy and sell products, include Ganzhou Keli Rare Earth New Material Co., Ltd. (“Keli”), which processes rare earth oxides into metals for inclusion in our Neo Powders™, and Ingal Stade GmbH, which sells gallium to our rare metals facilities located in Canada and the United States. In addition, we provide rare metal recycling services to Plansee Holding AG, a privately held Austrian company that is wholly-owned by an Austrian trust, of which one of our Board's directors and other members of his family are beneficiaries.

For the three and six months ended June 30, 2014, we purchased metals and received services from Keli for a total of $18.7 million and $35.6 million, respectively, as compared to $14.7 million and $24.4 million for the three and six months ended June 30, 2013, respectively.

22

MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

Except for Daido Electronics, which is disclosed in Note 12, transactions with all other related parties were nominal in all interim periods indicated above.

(14) Net Change in Operating Assets and Liabilities

Net change in operating assets and liabilities, net of the effects of acquisitions and dispositions, consisted of the following for the six months ended June 30,2014 and 2013:

	Six Months Ended June 30,
	2014			2013
	(In thousands)
Decrease (increase) in operating assets:
Trade accounts receivable	$	14,708		$	1,205
Inventory	(48,213		)	23,176
Prepaid expenses and other current assets	(5,764		)	519
Increase (decrease) in operating liabilities:
Trade accounts payable	(6,070		)	(21,167		)
Income tax payable	684			494
Interest payable	15,552			(27,689		)
Asset retirement obligation	(1,196		)	(2,013		)
Accrued expenses	(1,614		)	(17,388		)
	$	(31,913	)	$	(42,863	)

(15) Fair Value of Financial Instruments

For assets and liabilities that are required under GAAP to be measured at fair value on a recurring or nonrecurring basis, we refer to a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into the following three broad levels:

• Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

• Level 2 - Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means.

• Level 3 - Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable.

Our assets and liabilities measured at fair value on a recurring basis were as follows at June 30, 2014 and December 31, 2013:

23

MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

	June 30, 2014
	Quoted Prices in Active Markets for Identical Assets/Liabilities		Significant Other Observable Inputs	Significant Unobservable Inputs
	(Level 1)		(Level 2)	(Level 3)		Total
	(In thousands)
Assets:
Cash equivalents	$	42,377	—	—		$	42,377
Liabilities:
Derivative liability	—		—	$	6,303	$	6,303

	December 31, 2013
	Quoted Prices in Active Markets for Identical Assets/Liabilities		Significant Other Observable Inputs	Significant Unobservable Inputs
	(Level 1)		(Level 2)	(Level 3)		Total
	(In thousands)
Assets:
Cash equivalents	$	179,052	—	—		$	179,052
Liabilities:
Derivative liability	—		—	$	6,089	$	6,089

The financial assets classified in Level 1 at June 30, 2014 and December 31, 2013 consist of money market funds valued based on quoted prices for identical assets in active markets. The derivative liability relates to a share purchase agreement (“SPA”) between NMT Holding GmbH, our wholly-owned German subsidiary, and the shareholders of Buss & Buss, a majority-owned subsidiary of ours. The SPA includes a call and a put option on shares of the remaining shareholder and his legal successors. If the call option is exercised by us, a premium is added to the consideration to purchase the underlying shares in Buss & Buss. If the put option is exercised by the remaining shareholder of Buss & Buss or his legal successors, a discount will reduce the cost basis of the securities sold to us. We account for the put option at fair value with changes in fair value recognized currently in earnings. The change in fair value of the put option resulted in nominal unrealized gains and losses for the three and six months ended June 30, 2014, and for the three and six months ended June 30, 2013, which were recognized in "Interest expense" in the condensed consolidated statements of operations and comprehensive income. The technique used to fair value the derivative liability classified in Level 3 is the income approach based on a discounted cash flow model.

The following table presents the fair value of financial liabilities we reported at their carrying value at June 30, 2014 and December 31, 2013:

	June 30, 2014				December 31, 2013
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(In thousands)
Long-term debt
3.25% Convertible Notes due June 2016	$	211,406	$	173,650	$	207,028	$	161,771
6.00% Convertible Notes due September 2017	354,606		269,618		346,708		312,570
5.50% Convertible Notes due February 2018	150,760		112,125		148,198		164,015
10% Senior Notes due June 2020	638,148		603,558		637,435		646,750
Total long-term debt	$	1,354,920	$	1,158,951	$	1,339,369	$	1,285,106

24

MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

The fair value of the financial liabilities listed above, which are all classified in Level 1, is based on the last available market trade of each reporting period. The Debentures are not actively traded, and the difference between their carrying value and fair value is impractical to estimate. The carrying amount of certain other financial instruments, such as trade accounts receivables, trade accounts payable, accrued expenses and bank loans approximate fair value and, therefore, have been excluded from the table above.

(16) Subsidiary Guarantor Financial Information

The Senior Notes are fully, unconditionally and jointly and severally guaranteed by all of Molycorp, Inc.'s 100% owned existing and future domestic material subsidiaries, as defined in the indenture governing the Senior Notes. The Senior Notes guarantee of a guarantor will automatically terminate, and the obligations of such guarantor under the Senior Notes guarantee will be unconditionally released and discharged, upon (all terms as defined in the indenture governing the Senior Notes):

(1) any sale, exchange, transfer or other disposition of a majority of the capital stock of (including by way of consolidation or merger) such guarantor by Molycorp or any restricted subsidiary to any person or persons, as a result of which such guarantor is no longer a direct or indirect subsidiary of Molycorp;

(2) any sale, exchange, transfer or other disposition of all or substantially all assets of such guarantor that results in such guarantor having no assets;

(3) the designation by Molycorp of such guarantor as an unrestricted subsidiary; or

(4) defeasance or discharge of the Senior Notes;

provided that any such event occurs in accordance with all other applicable provisions of the indenture.

Presented below are the condensed consolidating financial statements of Molycorp, Inc. (“Parent”) as issuer, its combined guarantor subsidiaries and its combined non-guarantor subsidiaries, which are presented as an alternative to providing separate financial statements for the guarantors. The accounts of the Parent, the guarantor and non-guarantor subsidiaries are presented using the equity method of accounting for investments in subsidiaries for purposes of these condensed consolidating financial statements only. Certain of the prior periods separate financial information has been reclassified to conform to the presentation of the most recent period herein disclosed.

25

MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

	June 30, 2014
	(In thousands)
Condensed Consolidating Balance Sheets	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Current assets:
Cash and cash equivalents	$	36,680		$	6,072		$	113,620		$	—		$	156,372
Trade accounts receivable, net	—			3,841			43,190			—			47,031
Inventory	—			35,407			146,615			—			182,022
Prepaid expenses and other current assets	—			17,861			16,006			—			33,867
Total current assets	36,680			63,181			319,431			—			419,292
Non-current assets:
Deposits	1,755			23,943			—			—			25,698
Property, plant and equipment, net	—			1,606,889			136,605			—			1,743,494
Inventory	—			25,934			—			—			25,934
Intangible assets, net	—			409			318,545			—			318,954
Investments	—			30,836			15,467			—			46,303
Goodwill	—			—			228,750			—			228,750
Investments in consolidated subsidiaries	409,155			120,163			—			(529,318		)	—
Intercompany accounts receivable	2,099,444			—			24,085			(2,123,529		)	—
Other non-current assets	16,380			651			5,790			—			22,821
Total non-current assets	2,526,734			1,808,825			729,242			(2,652,847		)	2,411,954
Total assets	$	2,563,414		$	1,872,006		$	1,048,673		$	(2,652,847	)	$	2,831,246
Current liabilities:
Trade accounts payable	$	—		$	32,202		$	30,880		$	—		$	63,082
Accrued expenses	18,158			11,766			17,081			—			47,005
Debt and capital lease obligations	—			2,852			11,378			—			14,230
Other current liabilities	—			441			3,945			—			4,386
Total current liabilities	18,158			47,261			63,284			—			128,703
Non-current liabilities:
Asset retirement obligation	—			16,523			—			—			16,523
Deferred tax liabilities	—			—			78,424			—			78,424
Debt and capital lease obligations	1,354,920			19,597			4,152			—			1,378,669
Intercompany accounts payable	—			2,123,529			—			(2,123,529		)	—
Other non-current liabilities	—			1,401			8,855			—			10,256
Total non-current liabilities	1,354,920			2,161,050			91,431			(2,123,529		)	1,483,872
Total liabilities	$	1,373,078		$	2,208,311		$	154,715		$	(2,123,529	)	$	1,612,575
Stockholders’ equity:
Common stock	245			—			—			—			245
Additional paid-in capital	2,207,938			149,857			1,315,426			(1,465,283		)	2,207,938
Accumulated other comprehensive loss	(7,412		)	—			(7,412		)	7,412			(7,412		)
Accumulated deficit	(1,010,435		)	(486,162		)	(442,391		)	928,553			(1,010,435		)
Total Molycorp stockholders’ equity	1,190,336			(336,305		)	865,623			(529,318		)	1,190,336
Noncontrolling interests	—			—			28,335			—			28,335
Total stockholders’ equity	1,190,336			(336,305		)	893,958			(529,318		)	1,218,671
Total liabilities and stockholders’ equity	$	2,563,414		$	1,872,006		$	1,048,673		$	(2,652,847	)	$	2,831,246

26

MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

	December 31, 2013
	(In thousands)
Condensed Consolidating Balance Sheets	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Current assets:
Cash and cash equivalents	$	169,145		$	6,467		$	138,705		$	—		$	314,317
Trade accounts receivable, net	—			4,990			56,767			—			61,757
Inventory	—			32,307			139,476			—			171,783
Prepaid expenses and other current assets	—			15,833			13,377			—			29,210
Total current assets	169,145			59,597			348,325			—			577,067
Non-current assets:
Deposits	1,754			24,243			—			—			25,997
Property, plant and equipment, net	—			1,620,851			142,023			—			1,762,874
Inventory	—			25,329			—			—			25,329
Intangible assets, net	—			442			330,425			—			330,867
Investments	—			34,134			14,741			—			48,875
Goodwill	—			—			228,750			—			228,750
Investments in consolidated subsidiaries	532,767			121,849			—			(654,616		)	—
Intercompany accounts receivable	2,001,583			—			—			(2,001,583		)	—
Other non-current assets	—			771			6,272			—			7,043
Total non-current assets	2,536,104			1,827,619			722,211			(2,656,199		)	2,429,735
Total assets	$	2,705,249		$	1,887,216		$	1,070,536		$	(2,656,199	)	$	3,006,802
Current liabilities:
Trade accounts payable	$	—		$	49,702		$	34,747		$	—		$	84,449
Accrued expenses	18,158			13,782			16,561			—			48,501
Debt and capital lease obligations	—			2,234			14,128			—			16,362
Other current liabilities	—			617			3,446			—			4,063
Total current liabilities	18,158			66,335			68,882			—			153,375
Non-current liabilities:
Asset retirement obligation	—			16,966			—			—			16,966
Deferred tax liabilities	—			—			85,481			—			85,481
Debt and capital lease obligations	1,339,368			19,355			5,193			—			1,363,916
Intercompany accounts payable	—			1,999,562			2,021			(2,001,583		)	—
Other non-current liabilities	—			1,393			8,609			—			10,002
Total non-current liabilities	1,339,368			2,037,276			101,304			(2,001,583		)	1,476,365
Total liabilities	$	1,357,526		$	2,103,611		$	170,186		$	(2,001,583	)	$	1,629,740
Stockholders’ equity:
Common stock	241			—			—			—			241
Preferred stock	2			—			—			—			2
Additional paid-in capital	2,194,405			149,857			1,315,426			(1,465,283		)	2,194,405
Accumulated other comprehensive loss	(6,451		)	—			(6,451		)	6,451			(6,451		)
Accumulated deficit	(840,474		)	(366,252		)	(437,964		)	804,216			(840,474		)
Total Molycorp stockholders’ equity	1,347,723			(216,395		)	871,011			(654,616		)	1,347,723
Noncontrolling interests	—			—			29,339			—			29,339
Total stockholders’ equity	1,347,723			(216,395		)	900,350			(654,616		)	1,377,062
Total liabilities and stockholders’ equity	$	2,705,249		$	1,887,216		$	1,070,536		$	(2,656,199	)	$	3,006,802

27

MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

	Three Months Ended June 30, 2014
	(In thousands)
Condensed Consolidating Statements of Operations and Comprehensive Income	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Revenues	$	—		$	12,009		$	113,319		$	(8,421	)	$	116,907
Costs of sales:
Costs excluding depreciation and amortization	—			(38,490		)	(83,330		)	8,421			(113,399		)
Depreciation and amortization	—			(16,031		)	(4,048		)	—			(20,079		)
Gross (loss) profit	—			(42,512		)	25,941			—			(16,571		)
Operating expenses:
Selling, general and administrative	(153		)	(10,437		)	(9,834		)	—			(20,424		)
Depreciation, amortization and accretion	—			(1,057		)	(6,200		)	—			(7,257		)
Research and development	—			(100		)	(4,383		)	—			(4,483		)
Operating (loss) income	(153		)	(54,106		)	5,524			—			(48,735		)
Other (expense) income:
Other income (expense)	15,149			196			(15,049		)	—			296
Interest expense, net of capitalized interest	(39,658		)	(1,190		)	(437		)	—			(41,285		)
Interest income (expense) from intercompany notes	10,434			(510		)	(9,924		)	—			—
Equity loss from consolidated subsidiaries	(79,301		)	(2,009		)	—			81,310			—
Loss before income taxes and equity earnings	(93,529		)	(57,619		)	(19,886		)	81,310			(89,724		)
Income tax benefit (expense)	9,630			—			(2,203		)	—			7,427
Equity in (loss) income of affiliates	—			(1,592		)	39			—			(1,553		)
Net loss	(83,899		)	(59,211		)	(22,050		)	81,310			(83,850		)
Net income attributable to noncontrolling interest	—			—			(49		)	—			(49		)
Net loss attributable to Molycorp stockholders	$	(83,899	)	$	(59,211	)	$	(22,099	)	$	81,310		$	(83,899	)
Net loss	$	(83,899	)	$	(59,211	)	$	(22,050	)	$	81,310		$	(83,850	)
Other comprehensive loss:
Foreign currency translation adjustments	—			—			(109		)	—			(109		)
Comprehensive loss	$	(83,899	)	$	(59,211	)	$	(22,159	)	$	81,310		$	(83,959	)
Comprehensive loss attributable to:
Molycorp stockholders	(83,899		)	(59,211		)	(22,110		)	81,310			(83,910		)
Noncontrolling interest	—			—			(49		)	—			(49		)
	$	(83,899	)	$	(59,211	)	$	(22,159	)	$	81,310		$	(83,959	)

28

MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

	Six Months Ended June 30, 2014
	(In thousands)
Condensed Consolidating Statements of Operations and Comprehensive Income	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Revenues	$	—		$	29,239		$	227,051		$	(20,858	)	$	235,432
Costs of sales:
Costs excluding depreciation and amortization	—			(91,869		)	(167,861		)	20,858			(238,872		)
Depreciation and amortization	—			(28,158		)	(8,068		)	—			(36,226		)
Gross (loss) profit	—			(90,788		)	51,122			—			(39,666		)
Operating expenses:
Selling, general and administrative	(393		)	(18,595		)	(19,391		)	—			(38,379		)
Depreciation, amortization and accretion	—			(2,102		)	(12,357		)	—			(14,459		)
Research and development	—			(243		)	(7,006		)	—			(7,249		)
Operating (loss) income	(393		)	(111,728		)	12,368			—			(99,753		)
Other (expense) income:
Other (expense) income	(3,122		)	212			3,680			—			770
Interest expense, net of capitalized interest	(74,214		)	(2,395		)	(316		)	—			(76,925		)
Interest income (expense) from intercompany notes	20,789			(1,014		)	(19,775		)	—			—
Equity loss from consolidated subsidiaries	(122,651		)	(1,686		)	—			124,337			—
Loss before income taxes and equity earnings	(179,591		)	(116,611		)	(4,043		)	124,337			(175,908		)
Income tax benefit (expense)	9,630			—			(296		)	—			9,334
Equity in (loss) income of affiliates	—			(3,299		)	24			—			(3,275		)
Net loss	(169,961		)	(119,910		)	(4,315		)	124,337			(169,849		)
Net income attributable to noncontrolling interest	—			—			(112		)	—			(112		)
Net loss attributable to Molycorp stockholders	$	(169,961	)	$	(119,910	)	$	(4,427	)	$	124,337		$	(169,961	)
Net loss	$	(169,961	)	$	(119,910	)	$	(4,315	)	$	124,337		$	(169,849	)
Other comprehensive loss:
Foreign currency translation adjustments	—			—			(961		)	—			(961		)
Comprehensive loss	$	(169,961	)	$	(119,910	)	$	(5,276	)	$	124,337		$	(170,810	)
Comprehensive loss attributable to:
Molycorp stockholders	(169,961		)	(119,910		)	(5,164		)	124,337			(170,698		)
Noncontrolling interest	—			—			(112		)	—			(112		)
	$	(169,961	)	$	(119,910	)	$	(5,276	)	$	124,337		$	(170,810	)

29

MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

	Three Months Ended June 30, 2013
	(In thousands)
Condensed Consolidating Statements of Operations and Comprehensive Income	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Revenues	$	—		$	27,168		$	120,976		$	(12,032	)	$	136,112
Costs of sales:
Costs excluding depreciation and amortization	—			(46,363		)	(101,393		)	12,032			(135,724		)
Depreciation and amortization	—			(11,757		)	(6,667		)	—			(18,424		)
Gross (loss) profit	—			(30,952		)	12,916			—			(18,036		)
Operating expenses:
Selling, general and administrative	—			(16,488		)	(9,571		)	—			(26,059		)
Depreciation, amortization and accretion	—			48			(8,326		)	—			(8,278		)
Research and development	—			(1,431		)	(5,075		)	—			(6,506		)
Operating loss	—			(48,823		)	(10,056		)	—			(58,879		)
Other (expense) income:
Other income	—			244			2,569			—			2,813
Interest (expense) income, net of capitalized interest	(14,745		)	(2,236		)	2,112			—			(14,869		)
Interest income (expense) from intercompany notes	8,592			1,237			(9,829		)	—			—
Equity loss from consolidated subsidiaries	(65,022		)	(7,487		)	—			72,509			—
Loss before income taxes and equity earnings	(71,175		)	(57,065		)	(15,204		)	72,509			(70,935		)
Income tax (loss) benefit	—			(11,198		)	14,728			—			3,530
Equity in loss of affiliates	—			(8,012		)	4,728			—			(3,284		)
Net loss	(71,175		)	(76,275		)	4,252			72,509			(70,689		)
Net income attributable to noncontrolling interest	—			—			(486		)	—			(486		)
Net loss attributable to Molycorp stockholders	$	(71,175	)	$	(76,275	)	$	3,766		$	72,509		$	(71,175	)
Net loss	$	(71,175	)	$	(76,275	)	$	4,252		$	72,509		$	(70,689	)
Other comprehensive (loss) income:
Foreign currency translation adjustments	—			—			662			—			662
Comprehensive loss	$	(71,175	)	$	(76,275	)	$	4,914		$	72,509		$	(70,027	)
Comprehensive loss attributable to:
Molycorp stockholders	(71,175		)	(76,275		)	5,400			72,509			(69,541		)
Noncontrolling interest	—			—			(486		)	—			(486		)
	$	(71,175	)	$	(76,275	)	$	4,914		$	72,509		$	(70,027	)

30

MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

	Six Months Ended June 30, 2013
	(In thousands)
Condensed Consolidating Statements of Operations and Comprehensive Loss	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Revenues	$	—		$	48,777		$	255,124		$	(22,390	)	$	281,511
Costs of sales:
Costs excluding depreciation and amortization	—			(91,692		)	(201,953		)	22,390			(271,255		)
Depreciation and amortization	—			(19,187		)	(13,409		)	—			(32,596		)
Gross (loss) profit	—			(62,102		)	39,762			—			(22,340		)
Operating expenses:
Selling, general and administrative	—			(33,504		)	(19,106		)	—			(52,610		)
Depreciation, amortization and accretion	—			(1,661		)	(14,827		)	—			(16,488		)
Research and development	—			(3,391		)	(9,520		)	—			(12,911		)
Operating loss	—			(100,658		)	(3,691		)	—			(104,349		)
Other (expense) income:
Other income	—			243			2,117			—			2,360
Interest (expense) income, net	(25,885		)	(4,295		)	3,662			—			(26,518		)
Interest income (expense) from intercompany notes	18,244			2,881			(21,125		)	—			—
Equity loss from consolidated subsidiaries	(108,389		)	(6,409		)	—			114,798			—
Loss before income taxes and equity earnings	(116,030		)	(108,238		)	(19,037		)	114,798			(128,507		)
Income tax benefit	5,884			8,252			11,885			—			26,021
Equity in loss of affiliates	—			(10,010		)	3,654			—			(6,356		)
Net loss	(110,146		)	(109,996		)	(3,498		)	114,798			(108,842		)
Net income attributable to noncontrolling interest	—			—			(1,304		)	—			(1,304		)
Net loss attributable to Molycorp stockholders	$	(110,146	)	$	(109,996	)	$	(4,802	)	$	114,798		$	(110,146	)
Net loss	$	(110,146	)	$	(109,996	)	$	(3,498	)	$	114,798		$	(108,842	)
Other comprehensive loss:
Foreign currency translation adjustments	—			—			(2,632		)	—			(2,632		)
Comprehensive loss	$	(110,146	)	$	(109,996	)	$	(6,130	)	$	114,798		$	(111,474	)
Comprehensive loss attributable to:
Molycorp stockholders	(110,146		)	(109,996		)	(4,826		)	114,798			(110,170		)
Noncontrolling interest	—			—			(1,304		)	—			(1,304		)
	$	(110,146	)	$	(109,996	)	$	(6,130	)	$	114,798		$	(111,474	)

31

MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

	Six Months Ended June 30, 2014
	(In thousands)
Condensed Consolidating Statements of Cash Flows	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Net cash used in operating activities	$	(36,253	)	$	(71,050	)	$	(10,945	)	$	—		$	(118,248	)
Cash flows from investing activities:
Intercompany advances made	(141,366		)	—			—			141,366			—
Repayments from non-guarantor	48,000			—			—			(48,000		)	—
Investment in joint ventures	—			—			(703		)	—			(703		)
Capital expenditures	—			(40,928		)	(3,759		)	—			(44,687		)
Recovery from insurance claims	—			12,900			—			—			12,900
Other investing activities	—			—			395			—			395
Net cash used in investing activities	(93,366		)	(28,028		)	(4,067		)	93,366			(32,095		)
Cash flows from financing activities:
Repayments of debt	—			—			(3,079		)	—			(3,079		)
Payments of preferred dividends	(2,846		)	—			—			—			(2,846		)
Dividend paid to noncontrolling interests	—			—			(1,135		)	—			(1,135		)
Repayments to parent	—			—			(48,000		)	48,000			—
Intercompany advances owed	—			97,822			43,544			(141,366		)	—
Other financing activities	—			861			(697		)	—			164
Net cash (used in) provided by financing activities	(2,846		)	98,683			(9,367		)	(93,366		)	(6,896		)
Effect of exchange rate changes on cash	—			—			(706		)	—			(706		)
Net change in cash and cash equivalents	(132,465		)	(395		)	(25,085		)	—			(157,945		)
Cash and cash equivalents at beginning of the period	169,145			6,467			138,705			—			314,317
Cash and cash equivalents at end of period	$	36,680		$	6,072		$	113,620		$	—		$	156,372

32

MOLYCORP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2014

	Six Months Ended June 30, 2013
	(In thousands)
Condensed Consolidating Statements of Cash Flows	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Net cash provided by (used in) operating activities	$	(1,972	)	$	(93,855	)	$	21,786		$	—		$	(74,041	)
Cash flows from investing activities:
Loans to guarantor	—			—			(40,000		)	40,000			—
Intercompany advances made	(318,835		)	—			—			318,835			—
Loans to non-guarantor	—			(1,300		)	—			1,300			—
Repayments from non-guarantor	10,000			—			—			(10,000		)	—
Investment in joint ventures	—			(3,423		)	—			—			(3,423		)
Capital expenditures	—			(255,989		)	(8,737		)	—			(264,726		)
Other investing activities	—			—			(224		)	—			(224		)
Net cash used in investing activities	(308,835		)	(260,712		)	(48,961		)	350,135			(268,373		)
Cash flows from financing activities:
Repayments of debt	—			—			(27,283		)	—			(27,283		)
Net proceeds from sale of common stock	248,150			—			—			—			248,150
Issuance of 5.50% Convertible Notes	165,600			—			—			—			165,600
Payments of preferred dividends	(5,693		)	—			—			—			(5,693		)
Dividend paid to noncontrolling interests	—			—			(1,946		)	—			(1,946		)
Borrowings from non-guarantor	—			40,000			—			(40,000		)	—
Borrowing from guarantor	—			—			1,300			(1,300		)	—
Repayments to parent	—			—			(10,000		)	10,000			—
Intercompany advances owed	—			303,659			15,176			(318,835		)	—
Other financing activities	—			(360		)	—			—			(360		)
Net cash provided by (used in) financing activities	408,057			343,299			(22,753		)	(350,135		)	378,468
Effect of exchange rate changes on cash	—			—			318			—			318
Net change in cash and cash equivalents	97,250			(11,268		)	(49,610		)	—			36,372
Cash and cash equivalents at beginning of the period	16,560			18,020			193,210			—			227,790
Cash and cash equivalents at end of period	$	113,810		$	6,752		$	143,600		$	—		$	264,162

(17) Subsequent Events

In August 2014, we and certain of our subsidiaries entered into a commitment letter with Oaktree pursuant to which Oaktree will provide to us and certain of our subsidiaries up to $400 million in secured financing through credit facilities and the sale and leaseback of certain equipment at our Mountain Pass facility (the "Financings"). $250 million of the Financings will be available to be borrowed at the closing of the Financings, with the remaining $150 million available until April 30, 2016 if we satisfy mutually agreed financial and operational conditions. The Financings will be secured by certain of our assets and certain assets of our subsidiaries, will also be guaranteed by most of our subsidiaries, and will mature in 5 years, subject to certain springing maturity dates dependent on our repayment of certain outstanding debt, beginning with April 30, 2016. In connection with the Financings, we will issue to Oaktree warrants to purchase shares of our common stock equal to 10% of our outstanding common stock as of the closing of the Financings. The Financings are subject to various conditions precedent, including the accuracy of our representations and warranties, absence of material adverse events in our business and operations, and the negotiation of mutually acceptable definitive documentation.

33

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

          This Quarterly Report on Form 10-Q ("Report") contains forward-looking statements within the meaning of the Exchange Act and the Securities Act of 1933. All statements in this Report, other than statements of historical fact, are forward-looking statements. These forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and represent our beliefs, projections and predictions about future events or our future performance. You can identify forward-looking statements by terminology such as "may," "will," "would," "could," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential," "continue" or the negative or plural of these terms or other similar expressions or phrases. These forward-looking statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements or industry results to differ materially from any future results, performance or achievement described in or implied by such statements.

Risk factors and uncertainties that may cause actual results to differ materially from expected results include, among others:

• the need to secure additional capital to implement our business plans, and our ability to successfully secure any such capital;

• our ability to optimize our Mountain Pass facility to produce rare earths and other planned downstream products at planned production rates and cash production costs, including the impact of any unanticipated process interruptions;

• the success of our cost mitigation efforts in connection with our modernization and expansion efforts at the Mountain Pass facility, which if unsuccessful, might cause our costs to exceed budget;

• the final costs of our planned capital projects which may differ from estimated costs, including unanticipated costs related to optimization of our Mountain Pass facility;

• market conditions, including prices and demand for our products;

• our ability to control our working capital needs;

• our ability to service our debt;

• risks and uncertainties associated with intangible assets, including any future goodwill impairment charges;

• our ability to protect our intellectual property, and our ability to defend against any claims of infringement of intellectual property rights of third parties;

• risks associated with doing business globally, including foreign exchange rate fluctuations and our ability to repatriate cash generated from our global operations;

• our ability to develop internal and external sources of demand for our products;

• the development and commercialization of new products;

• unexpected actions of domestic and foreign governments, including changes to China's export quota system, production quotas system and other regulatory mechanisms for the rare earths industry;

• various events which could disrupt operations, including natural events and other risks;

• uncertainties associated with our reserve estimates and non-reserve deposit information, including estimated mine life and annual production;

• uncertainties related to feasibility studies that provide estimates of expected or anticipated costs, expenditures and economic returns, REO prices, production costs and other expenses for operations, which are subject to fluctuation;

34

• risks and liabilities related to the dangers involved in the mining and processing of minerals and the manufacture of mineral products;

• uncertainties regarding global supply and demand for rare earths materials;

• uncertainties regarding the results of our exploratory drilling programs;

• our ability to enter into additional definitive agreements with our customers and our ability to maintain customer relationships;

• uncertainties related to Molycorp Canada's competitive position in the manufacture of NdFeB powders resulting from the expiration of certain key patents;

• our sintered NdFeB rare earths magnet joint venture's ability to successfully manufacture magnets within its expected timeframe;

• our ability to remediate the material weaknesses in our internal control over financial reporting, and our ability to maintain sufficient internal controls in the future, which could affect our ability to ensure timely and reliable financial reports;

• our ability to successfully integrate other acquired businesses;

• our ability to maintain appropriate relations with unions and employees;

• our ability to successfully implement our vertical integration strategy;

• environmental laws, regulations and permits affecting our business, directly and indirectly, including, among others, those relating to mine reclamation and restoration, climate change, emissions to the air and water and human exposure to hazardous substances used, released or disposed of by us;

• our ability to obtain and renew permits required for the operation of our manufacturing facilities;

• uncertainties associated with unanticipated geological conditions related to mining; and

• the outcome of the stockholder class action litigation and derivative litigation, including any actions taken by government agencies in connection therewith.

Refer to "Item 1A. Risk Factors" in our Annual Report on Form 10-K filed with the SEC on March 3, 2014 for a more complete discussion of these risks and uncertainties and for other risks and uncertainties. Any forward-looking statement you read in this Report reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, operating results, growth strategy and liquidity. You should not place undue reliance on these forward-looking statements because such statements speak only as to the date when made. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future, except as otherwise required by applicable law. The following discussion and analysis should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and related notes included in this Report.

This Report also contains statistical data and estimates we obtained from industry publications and reports generated by third parties. Although we believe that the publications and reports are reliable, we have not independently verified their data.

Overview

 We are a leading rare earths producer that operates a vertically integrated, global supply chain that combines a world-class rare earths resource with manufacturing facilities on three continents that can produce a wide variety of custom engineered, advanced rare earth materials from all of the lanthanide elements, plus yttrium. Our vertically integrated business allows us to operate multiple product supply chains, serve as a supplier of advanced rare earths and rare metal materials, and provide price visibility to customers worldwide.

Our operations are organized into four reportable segments, each reflecting a unique combination of product lines and technologies: Resources, Chemicals and Oxides, Magnetic Materials and Alloys, and Rare Metals.

35

The Resources segment includes our operations at the Mountain Pass facility, home to one of the world's largest and richest deposits of rare earths (including light, mid, and heavy rare earths) that has been producing rare earth products for over 60 years. At the Mountain Pass facility, we conduct rare earth minerals extraction to produce the following: LREC; separated rare earth oxides, including lanthanum, cerium and NdPr; heavy rare earth concentrates, which include SEG, terbium, dysprosium and others; and a line of proprietary rare earth-based water treatment products, including SorbX^® and PhosFIX™. In 2013, we evaluated the phosphorus-removal performance of SorbX^® in full-scale trials conducted at several wastewater treatment plants. We are currently working with some of the trial sponsors to use their plants to demonstrate the benefits of using SorbX^® to remove phosphorus. Since 2013, we have been selling limited volumes of SorbX^®. Sales of PhosFIX™ for recreational water applications have been limited, but consistent, through the second quarter of 2014.

The Chemicals and Oxides segment includes: production of rare earths at Molycorp Silmet; separated heavy rare earth oxides and other custom engineered materials from our facilities in Jiangyin, Jiangsu Province, China; and production of rare earths, salts of REEs, zirconium-based engineered materials and mixed rare earth/zirconium oxides from our facilities in Zibo, Shandong Province, China. Rare earths and zirconium applications from products made in this segment include catalytic converters, computers, television display panels, optical lenses, mobile phones, electronic chips, and many others.

The Magnetic Materials and Alloys segment includes the production of Neo Powders™ through our wholly-owned manufacturing facilities in Tianjin, China, and Korat, Thailand, under the Molycorp Magnequench brand. This operating segment also includes manufacturing of neodymium and samarium magnet alloys, other specialty alloy products and rare earth metals at our MMA facility. Neo Powders™ are used in the production of high performance, bonded NdFeB permanent magnets, which are found in micro motors, precision motors, sensors, and other applications requiring high levels of magnetic strength, flexibility, small size, reduced weight, and energy efficient performance.

The Rare Metals segment produces, reclaims, refines and markets high value niche metals and their compounds that include gallium, indium, rhenium, tantalum, and niobium. Operations in this segment are distributed in several locations: Quapaw, Oklahoma; Blanding, Utah; Peterborough, Ontario, Canada; Sagard, Germany; Stade, Germany; Hyeongok Industrial Zone in South Korea; and Sillamäe, Estonia. Applications from products made in this segment include wireless technologies, LED, flat panel display, turbine, solar, catalyst, steel additive, electronics applications, and others.

Modernization and Expansion of our Mountain Pass Facility

All key production components of our Mountain Pass facility are operational, including the Chlor-Alkali plant, which completed commissioning and was turned over to operations in February 2014, and the final unit of the multi-stage cracking plant, which was turned over to operations during the fourth quarter of 2013. Our Chlor-Alkali plant helps us recycle wastewater from our separation processes as well as regenerate chemical reagents needed for separations, including hydrochloric acid and caustic soda, which is expected to reduce the amount of chemical reagents that we must purchase. The Chlor-Alkali plant is expected to significantly drive down the cash production costs at our Mountain Pass facility, which we believe will make it competitive with the lowest-cost producers of rare earth products globally, although there can be no assurances. The multi-stage cracking plant is part of a multi-stage chemical process designed to increase the current rare earths recovery rates at our Mountain Pass facility, increase production throughput, and contribute to lower unit production costs. We are experiencing variances in the quality of the brine that we feed into the Chlor-Alkali plant and this is creating operational inefficiencies with the plant, including the need to purchase reagents in the open market. We currently are addressing the quality of the brine feedstock and its effects on the operation of the Chlor-Alkali plant; however, we expect that it will continue to take several months of optimization before we fully realize anticipated benefits from both our multi-stage cracking plant and Chlor-Alkali plant.

In addition to directly supplying customer demand, our Mountain Pass facility provides rare earths feedstock for our value-adding processing plants in Sillamäe, Estonia; Zibo, China; Jiangyin, China; and Tolleson, Arizona. Those facilities produce advanced materials that are custom engineered for a variety of global rare earths markets. We expect our Mountain Pass facility to provide increased volumes of rare earths feedstock for the planned production of our Molycorp Silmet and Zibo facilities for the remainder of 2014.

NdPr produced at our Mountain Pass facility is sold directly to magnetic material customers, IMJ, MMA and our downstream operations under the Molycorp Magnequench brand at our wholly-owned manufacturing facilities in Tianjin, China and Korat, Thailand.

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Factors Affecting our Results of Operations and Discussion of our Consolidated Results of Operations (See discussion by segment in the next section of this MD&A)

Revenues

The quantities we sell are affected by the production capabilities of our rare earth products and rare metals processing facilities, and by a combination of global and regional supply and demand factors, including the production level of certain industries relying on rare earth products, such as the automotive, chemicals and electronics industries, China REE export quotas, production quotas, duties and regulations, prices of REEs, and the demand and sophistication of downstream applications with rare earths content. Sales of our rare earths, salts of REEs, zirconium-based engineered materials and mixed rare earth/zirconium oxide products from our Chemicals and Oxides segment are particularly affected by the typical manufacturing slow-down across Asia during the Chinese New Year and Spring Festival holidays in the first quarter of each year. First quarter sales in the Magnetic Materials and Alloys segment can be weaker than the following periods due to the fact that the first quarter of each year coincides with the end of the fiscal year for most Japanese companies in the supply chain predominantly served by that segment. The effort by these companies to draw down inventory levels near to their year-end closing typically results into lower shipments of products from the Magnetic Materials and Alloys segment. Sales of our rare earths, including LREC and heavy rare earth concentrates from our Resources segment, are affected by a combination of the factors described above. Additionally, in certain of our segments, particularly the Magnetic Materials and Alloys, prices are set at a one-quarter lag, so improvements in our results will lag any market improvements.

Our consolidated revenues for the three and six months ended June 30, 2014 were approximately $116.9 million and $235.4 million, respectively, a decline of approximately 14% and 16.4%, respectively, from each of the comparable periods in 2013.

The decrease in consolidated revenues from the second quarter of 2013 to the second quarter of 2014 was mostly driven by lower realized prices in our Magnetic Materials and Alloys segment, where net revenues declined about 20%, and lower realized prices in our Rare Metals segment with a 34% period-over-period net revenues decline. Net sales in these two segments were fairly consistent in both interim periods relative to consolidated revenues, with Magnetic Materials and Alloys at an average of 47% and Rare Metals at an average of 16%. Net revenues in our Resources segment, which represented 2% of consolidated revenues in the second quarter of 2014, decreased by approximately 79%. However, from the second quarter of 2013 to the second quarter of 2014, our Resources segment increased sales to our downstream processing facilities by approximately 16%. Lower revenues from our Magnetic Materials and Alloys and Rare Metals segments were partially offset by a 31% increase in net revenues from our Chemicals and Oxides segment for the three months ended June 30, 2014, as compared to the three months ended June 30, 2013. This last segment represented 39% and 26% of consolidated revenues in the second quarter of 2014 and 2013, respectively.

The decrease in consolidated revenues during the first six months of 2014, as compared to the first half of 2013, was largely attributable to the same factors affecting the quarter-over-quarter changes described above. Net revenues in our Magnetic Materials and Alloys and Rare Metals segments were 11% and 28% lower, respectively, than a year ago. Net sales in those two segments were an average of 44% and 17%, respectively, of consolidated revenues. Net revenues in our Resources segment, which represented 2% of consolidated revenues in the first half of 2014, decreased by approximately 79%. However, from the first half of 2013 to the first half of 2014, our Resources segment increased sales to our downstream processing facilities by approximately 117%. Net revenues in our Chemicals and Oxides segment increased 2% for the six months ended June 30, 2014, as compared to the six months ended June 30, 2013, and represented 36% and 30% of consolidated revenues in those periods, respectively.

Costs of sales

Our costs of sales comprise processing costs, including depreciation and amortization of productive assets, and costs of certain raw materials that we purchase from outside vendors, which we allocate to the products we produce at our operating facilities. Because many of our costs are fixed, as our production increases or decreases, our average cost per volume produced decreases or increases, respectively. Primary production costs across our reportable segments include direct labor and benefits, chemical reagents, natural gas, depreciation and amortization, electricity, maintenance, operating supplies and other plant overhead expenses. Our costs of sales may also reflect the write-down of inventory based on current market prices for our products, which could materially affect our consolidated net results of operations.

Our most significant variable costs across all segments are raw materials, chemical reagents, electricity and natural gas. Our CHP plant at the Mountain Pass facility feeds lower-cost, high efficiency electrical power and steam to plants and buildings across the facility. Our variable costs, such as electricity, natural gas, operating supplies and chemical reagents, are subject to volume fluctuations and are influenced by general economic conditions that are beyond our control.

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During the three and six months ended June 30, 2014, our consolidated costs of sales, excluding depreciation and amortization, decreased approximately $22.3 million, or 16.4%, and $32.4 million, or 11.9%, respectively, as compared to the same periods in 2013. These favorable variances were primarily attributed to lower production costs in our Chemicals and Oxides segment. Costs of sales in our Rare Metals segment were also lower than a year ago because of lower sales and the disposal of our rhenium-recycling facility in Napanee, Ontario at the end of 2013.

Consolidated depreciation and amortization expenses related to production were $20.1 million and $36.2 million for the three and six months ended June 30, 2014, respectively, as compared to $18.4 million and $32.6 million in the corresponding periods of 2013, respectively. Higher depreciation and amortization expenses in 2014 were mostly related to productive assets that we placed into service at our Mountain Pass facility over the last twelve months.

Selling, general and administrative expenses

Our selling, general and administrative expenses consist primarily of personnel and related costs, including stock-based compensation, legal, accounting and other professional fees, occupancy costs and information technology costs. For the three and six months ended June 30, 2014, our consolidated selling, general and administrative expenses, including stock-based compensation, decreased $5.6 million, or 21.6%, and $14.2 million, or 27.0%, respectively, from the comparable periods in 2013. Early in 2013, we reduced a portion of our workforce, primarily within the corporate function, and recognized employee severance and benefit costs of $2.1 million. Those benefits were fully paid by the end of March 2014. That reduction in workforce, in combination with other cost saving initiatives, drove this favorable variance in our consolidated selling, general and administrative expenses period-over-period.

Research and development

We incur expenses to improve the efficiency of our REO processing operations, develop new applications for individual REEs, research value-added rare metals applications and perform exploratory drilling. These expenses consist primarily of salaries, outside labor, material and equipment. Consolidated research and development expenses for the three and six months ended June 30, 2014 decreased $2.0 million, or 31.1%, and $5.7 million, or 43.9%, respectively, from the comparable periods in 2013. We continue to dedicate resources to research and develop new applications for our products, and to provide technical solutions to our customers that allow a more efficient and profitable use of our products.

Interest expenses, net of capitalized interest

Since the construction of Mountain Pass was substantially complete at the beginning of 2014, there are no longer assets that qualify for interest capitalization. Approximately 58% of the aggregate interest cost on our long-term debt was capitalized, on average, during the three and six months ended June 30, 2013, thus explaining the large increase in interest expense, net of capitalized interest, from the corresponding prior-year periods.

Income taxes

We account for income taxes in accordance with ASC 740, Income Taxes. This guidance requires the recognition of deferred tax assets and liabilities for the tax effect of temporary differences between the financial statement and tax basis of recorded assets and liabilities at enacted statutory tax rates. This guidance also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The recoverability of deferred tax assets is based on both our historical and anticipated earnings levels and is reviewed each reporting period to determine if any additional valuation allowance is necessary when it is more likely than not that amounts will not be recovered.

We review our deferred tax assets and liabilities each reporting period using the enacted tax rate expected to apply to taxable income for the period in which the deferred tax asset or liability is expected to be realized. The statutory income tax rates that are applied to our current and deferred income tax calculations are significantly impacted by the jurisdictions in which we conduct business. Changes in jurisdiction income tax rates and apportionment laws will result in changes in the calculation of our current and deferred income taxes. The effects of any changes are recorded in the period of enactment and can increase or decrease the net deferred tax assets and liabilities on the balance sheet.

Our effective income tax rate can vary significantly quarter-to-quarter for various reasons, including the mix and volume of business in lower tax jurisdictions, in jurisdictions with tax holidays and tax incentives, and in jurisdictions for which no deferred tax assets have been recognized because management believed it was not more likely than not that future taxable profit would be available against which tax losses and deductible temporary differences could be utilized. Our effective income tax

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rate can also vary due to the impact of foreign exchange fluctuations, operating losses, changes in our provisions related to tax uncertainties, and changes in our assertion relating to indefinitely reinvesting undistributed earnings of certain foreign subsidiaries.

For the three and six months ended June 30, 2014, our effective tax rates were 8.3% and 5.3%, respectively, as compared to 5.0% and 20.2% for the three and six months ended June 30, 2013, respectively. The June 30, 2014 effective tax rates were impacted primarily by the valuation allowance required in the United States. In addition, a $9.6 million discrete income tax benefit has been recognized during the second quarter of 2014 in the United States to offset the increase in deferred tax liabilities from an out-of-period adjustment related to the revised fair value of our share-lending arrangements described in Note 8 to the condensed consolidated financial statements included within Item 1 of this Report.   

OIBDA and Adjusted OIBDA

We define OIBDA as operating income before depreciation, amortization and accretion. Adjusted OIBDA consists of OIBDA excluding certain non-cash items and other out-of-ordinary business expense and operational expansion items. OIBDA and adjusted OIBDA are both non-GAAP financial measures. We believe that adjusting out these items from OIBDA, including but not limited to purchase accounting adjustments, stock-based compensation, out-of-ordinary expenses/income, asset impairment charges and other miscellaneous charges, is useful to investors because it provides an overall understanding of our historical financial performance and future prospects. We believe that each of OIBDA and adjusted OIBDA is an indication of our base-line performance. Exclusion of these items permits evaluation and comparison of results for our core business operations, and it is on this basis that we internally assess our business' performance.

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Operating loss	$	(48,735	)	$	(58,879	)	$	(99,753	)	$	(104,349	)
Add back:
Depreciation and amortization included in costs of sales	20,079			18,424			36,226			32,596
Depreciation, amortization and accretion	7,257			8,278			14,459			16,488
OIBDA	(21,399		)	(32,177		)	(49,068		)	(55,265		)
Add back:
Stock-based compensation	1,466			1,037			2,288			794
Inventory write-downs (Mountain Pass)	16,593			14,330			32,286			33,535
Impact of purchase accounting on cost of inventory sold	142			1,002			719			3,499
Water removal	1,239			4,964			9,341			8,698
Adjusted OIBDA	$	(1,959	)	$	(10,844	)	$	(4,434	)	$	(8,739	)

Capital Expenditures

We capitalized expenditures of $17.2 million and $29.4 million for the three and six months ended June 30, 2014, respectively, and $77.4 million and $198.2 million for the three and six months ended June 30, 2013, respectively. The substantial decline in these expenditures in 2014 over the prior periods is associated with the completion of all major production systems at our Mountain Pass facility. 

Environmental Expenditures

Our operations are subject to numerous and detailed environmental laws, regulations and permits, including those pertaining to employee health and safety, environmental permitting and licensing, air quality standards, greenhouse gas, or GHG, emissions, water usage and pollution control, waste management, plant and wildlife protection, handling and disposal of radioactive materials, remediation of soil and groundwater contamination, land use, reclamation and restoration of properties, the discharge of materials into the environment and groundwater quality and availability.

We have spent, and anticipate that we will continue to incur, financial and managerial resources to comply with environmental requirements. At our Mountain Pass facility, we incurred approximately $3.6 million and $14.1 million for the three and six months ended June 30, 2014, respectively, for ongoing operating environmental expenditures, including salaries,

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monitoring, compliance, reporting and permits. This compares to $5.3 million and $10.5 million for the three and six months ended June 30, 2013, respectively. Included in the amounts above are costs for the removal and disposal of wastewater generated in excess of the existing evaporation capability of all ponds at our Mountain Pass facility.

The increase from the first half of 2013 to the first half of 2014 was due, in part, to larger production of rare earths at our Mountain Pass facility, and in part to the fact that we had additional disposal capacity in two evaporation ponds in the first quarter of 2013 in that facility. Those two evaporation ponds were emptied in order to replace the primary lining system in 2012. The maximum disposal capacity of our evaporation ponds has been historically reached during the coldest months at Mountain Pass in the first and fourth quarter of every year. In addition, our Chlor-Alkali plant was turned over to operations at the end of February 2014. For the remainder of 2014, we expect to incur approximately $3.6 million for ongoing operating environmental expenditures, including $2.5 million for wastewater transportation and disposal costs.

Although we have incurred only nominal environmental expenditures at some of our other operating facilities during the three and six months ended June 30, 2014 and 2013, we may have to incur environmental capital and operating costs associated with future possible modernization and expansion plans at those facilities.

Costs we incur for mine reclamation activities at our Mountain Pass facility, which we expect to incur through the closure of our mining operations and thereafter, are recorded in the asset retirement obligation caption of our condensed consolidated balance sheets.

Related-Party Transactions - Refer to Item 1, Note 13 of this Report.

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Discussion and Analysis of our Reportable Segments

The following analysis presents operating results on a gross basis (i.e., before inter-segment eliminations). We believe this presentation provides a better understanding of the performance of each reportable segment in terms of contribution to our vertically integrated operations.

Three and six months ended June 30, 2014 compared to three and six months ended June 30, 2013

Resources
	Three months ended June 30,											Six months ended June 30,
	2014			2013			Variance					2014			2013			Variance
	(In thousands, except volume and ASP)
Gross revenues	$	10,037		$	17,587		$	(7,550	)	(43	)%	$	25,601		$	34,890		$	(9,289	)	(27	)%
Sales volume (mt)	974			1,049			(75		)	(7	)%	1,962			1,812			150			8	%
ASP per kilogram	$	10.30		$	16.77		$	(6.47	)	(39	)%	$	13.05		$	19.25		$	(6.20	)	(32	)%
Depreciation, amortization and accretion (a)	$	17,009		$	11,629		$	5,380				$	30,101		$	20,682		$	9,419
Operating loss	(47,307		)	(40,404		)	(6,903		)			(96,843		)	(80,529		)	(16,314		)
OIBDA(b)	$	(30,298	)	$	(28,775	)	$	(1,523	)			$	(66,742	)	$	(59,847	)	$	(6,895	)
(a) Related to production and other operating expense.
(b) See definition in the previous page.

For the three months ended June 30, 2014, revenues at our Resources segment were $10.0 million, or 43% lower as compared to the second quarter of 2013. This was the result of a decrease in realized prices of approximately 39% combined with a 7% sales volume reduction quarter-over-quarter. Even though sales volume increased 8% during the six months ended June 30, 2014, revenues of $25.6 million from the Resources segment were 27% lower than the first half of 2013 due to an ASP erosion of approximately 32%.

Aggregate production volume at our Resources segment was 1,639 mt and 2,750 mt for the three and six months ended June 30, 2014, respectively, as compared to 756 mt and 1,374 mt for the three and six months ended June 30, 2013, respectively. Production at our Resources segment in the second quarter of 2014 was lower than anticipated, as we continue to experience delays in our efforts to optimize operations at our Mountain Pass facility. We anticipate that the facility will be able to operate at design capacity once our optimization efforts are complete. Once our optimization efforts are complete, actual production of REO (including LREC) will depend on internal requirements for our Chemical and Oxides segment, our Magnetic Materials and Alloys segment, and external customer demand.

Higher sales volumes for the six months ended June 30, 2014 were largely driven by increased shipments of LREC to our downstream facilities for processing into value-added rare earth products. A year-over-year shift in product mix from NdPr to LREC, which is priced lower than NdPr, contributed, in part, to the ASP decline in this segment during the three and six months ended June 30, 2014. Additionally, from the second quarter of 2013 to the second quarter of 2014, prices for lanthanum oxide 99% and cerium oxide 99% have decreased, on average and based on China export prices quoted by major REEs market sources, by approximately 30% and 32%, respectively, whereas prices for NdPr oxide 99% have increased, on the same basis, by approximately 25%. From the six months ended June 30, 2013 to the six months ended June 30, 2014, prices for lanthanum oxide 99% and cerium oxide 99% have decreased, on average and based on China export prices quoted by major REEs market sources, by approximately 38% and 40%, respectively, whereas prices for NdPr oxide 99% have increased, on the same basis, by approximately 21%. Although pricing for most of the light rare earth products have been less volatile over the last few quarters, unregulated and unreported mining and export of rare earth materials from China continue to unfavorably impact realized prices in our industry.

Lower than anticipated production volumes, combined with increased purchases from third party suppliers of the primary chemical reagents while we continued to optimize our Chlor-Alkali plant, led to the expensing of $16.8 million and $39.8 million of production-related costs during the three and six months ended June 30, 2014, respectively. These costs would have been charged to inventory if we maintained normal production and consumption levels in those periods. This compares to expensing of abnormal production-related costs of $23.9 million and $44.1 million for the three and six months ended June 30, 2013, respectively.

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Resources' operating income for the three and six months ended June 30, 2014 was unfavorably affected by the write-down of finished goods and work-in-process inventory to net realizable value totaling $16.5 million and $30.9 million, respectively, as compared to $9.9 million and $26.7 million for the corresponding periods in 2013, respectively. In addition, we recognized write-downs of stockpile inventory totaling $0.1 million and $1.3 million for the three and six months ended June 30, 2014, as compared to $4.5 million and $6.9 million the three and six months ended June 30, 2013, respectively. Write-downs of inventory to net realizable value were associated with the decline in rare earths prices and lower than anticipated inventory turnover. Write-downs of rare earths stockpiles at our Resources segment are associated with adjustments to the estimated REO content in the stockpile based on assays of rare earths processed.

Higher production combined with lower revenues and higher write-downs of finished goods and work-in-process inventory, led to the unfavorable variance in OIBDA at Mountain Pass for the three and six months ended June 30, 2014, as compared to the same prior-year periods.

Chemicals and Oxides
	Three months ended June 30,										Six months ended June 30,
	2014		2013			Variance					2014		2013			Variance
	(In thousands, except volume and ASP)
Gross revenues	$	48,632	$	41,481		$	7,151		17	%	$	95,188	$	105,691		$	(10,503	)	(10	)%
Sales volume (mt)	1,582		1,266			316			25	%	3,508		3,132			376			12	%
ASP per kilogram	$	30.74	$	32.76		$	(2.02	)	(6	)%	$	27.14	$	33.74		$	(6.60	)	(20	)%
Depreciation and amortization(a)	$	3,908	$	5,589		$	(1,681	)			$	7,781	$	11,127		$	(3,346	)
Operating income (loss)	928		(15,174		)	16,102					355		(18,480		)	18,835
OIBDA	$	4,836	$	(9,585	)	$	14,421				$	8,136	$	(7,353	)	$	15,489
(a) Related to production and other operating expense.

Second quarter 2014 revenues at our Chemicals and Oxides segment were $48.6 million, or 17% higher than revenues generated in the second quarter of 2013. For the six months ended June 30, 2014, revenues in this segment were $95.2 million, or 10% lower than the corresponding prior-year period. The variance from the prior-year second quarter was primarily attributed to a 25% increase in sales volume. On a year-to-date basis as of June 30, 2014, the ASP decline of approximately 20% from the comparable period in 2013, was partially offset by a sales volume increase of 12%.

During the three and six months ended June 30, 2014, our Chemicals and Oxides segment continued to increase shipments of magnetic products to third parties, as compared to the corresponding prior-year periods. Better sales of magnetic and rare earth engineered materials allows our Chemicals and Oxides segment to mitigate the unfavorable impact to the ASP caused by softer market demand for phosphors and multi-layer ceramic capacitors, which are some of the end user markets to which this segment typically sells heavy rare earth products. As described above, prices for lanthanum and cerium continued to decline year-over-year. Lower sales of heavy rare earth products over a year ago also contributed to the ASP decline in this segment despite increased sales volumes.

Operating results for the three and six months ended June 30, 2014 in this segment were unfavorably affected by the write-down of finished goods and work-in-process inventory to net realizable value of $1.7 million and $2.4 million, respectively, as compared to $9.0 million and $11.7 million for the corresponding prior-year periods, respectively.

The OIBDA improvements in this segment of $14.4 million and $15.5 million for the three and six months ended June 30, 2014, respectively, relate primarily to higher revenues in the second quarter of 2014, and lower write-downs of inventory and reduced selling, general and administrative expenses for the quarter and year-to-date periods ended June 30, 2014. The write-off our export quotas at the Chemicals and Oxides segment in the fourth quarter of 2013 led to the decline in depreciation and amortization.

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Magnetic Materials and Alloys
	Three months ended June 30,									Six months ended June 30,
	2014		2013		Variance					2014		2013		Variance
	(In thousands, except volume and ASP)
Gross revenues	$	54,360	$	66,114	$	(11,754	)	(18	)%	$	110,298	$	120,792	$	(10,494	)	(9	)%
Sales volume (mt)	1,383		1,485		(102		)	(7	)%	2,757		2,748		9			—	%
ASP per kilogram	$	39.31	$	44.52	$	(5.21	)	(12	)%	$	40.01	$	43.96	$	(3.95	)	(9	)%
Depreciation and amortization(a)	$	4,261	$	7,422	$	(3,161	)			$	8,498	$	12,901	$	(4,403	)
Operating income	7,551		10,638		(3,087		)			16,991		17,401		(410		)
OIBDA	$	11,812	$	18,060	$	(6,248	)			$	25,489	$	30,302	$	(4,813	)
(a) Related to production and other operating expense.

For the three months ended June 30, 2014, revenues of $54.4 million at our Magnetic Materials and Alloys segment were 18% lower than revenues generated in the second quarter of 2013, mainly driven by an ASP decline of approximately 12%. For the six months ended June 30, 2014, revenues in this segment were $110.3 million, or 9% lower than the first half of 2013 because of a reduction in realized prices of approximately 9%.

A portion of the revenues decline in the second quarter of 2014 related to lower revenues from our MMA, Tolleson facility, which represented approximately 3% of this segment's revenues in the quarter. Sales of Neo Powders™ from our Magnequench division declined approximately 8% during the three months ended June 30, 2014 from the same quarter a year ago. This decline was primarily caused by weaker sales in our traditional hard drive and related markets, as many companies in the supply chains reduced inventory levels during the quarter. Shipments for automotive markets, however, were higher compared to last year, and this in part helped to offset the impact of inventory reductions in the above-mentioned markets.

The ASP decline in this segment, both on a quarter-over-quarter and year to-date basis as of June 30, 2014, was attributed to lower revenues from our MMA, Tolleson facility, changes in Neo Powders™ product mix and lower rare earths prices. For example, prices for Nd oxide, a key element for the manufacturing of Neo Powders™, were about 6% lower in the first quarter of 2014, as compared to the first quarter of 2013 (prices for rare earth feedstock materials used to produce magnetic powders are set at a one-quarter lag).

    The combination of factors described above and the lower depreciation offset from the expiration of one of our key patents related to the production of Neo Powders™, caused the OIBDA in our Magnetic Materials and Alloys segment to decline $6.2 million and $4.8 million during the three and six months ended June 30, 2014, respectively, as compared to the corresponding prior-year periods. Despite the expiration of a key Neo Powders™ patent, our ability to consistently deliver high quality products at scale, globally allows us to remain confident that demand for our Neo Powders™ will continue in the foreseeable future.

Rare Metals
	Three months ended June 30,											Six months ended June 30,
	2014			2013			Variance					2014			2013		Variance
	(In thousands, except volume and ASP)
Gross revenues	$	15,944		$	24,287		$	(8,343	)	(34	)%	$	36,368		$	50,750	$	(14,382	)	(28	)%
Sales volume (mt)	79			92			(13		)	(14	)%	180			173		7			4	%
ASP per kilogram	$	201.81		$	264.00		$	(62.19	)	(24	)%	$	201.70		$	293.35	$	(91.65	)	(31	)%
Depreciation and amortization(a)	$	2,101		$	2,005		$	96				$	4,194		$	4,258	$	(64	)
Operating (loss) income	(1,361		)	(2,700		)	1,339					(3,523		)	601		(4,124		)
OIBDA	$	740		$	(695	)	$	1,435				$	671		$	4,859	$	(4,188	)
(a) Related to production and other operating expense.

Revenues from our Rare Metals segment during second quarter of 2014 were $15.9 million, or 34% lower as compared to the second quarter of 2013. This decline was associated with an unfavorable ASP variance of approximately 24%, and a 14% lower sales volume. For the six months ended June 30, 2014, our Rare Metals segment generated $36.4 million on a sales

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volume increase of 4%, offset by an ASP decline of approximately 31%, which caused revenues in this segment to be 28% lower than a year ago.

Sales of tantalum were about 50% lower in the second quarter of 2014, as compared to the same period last year, whereas niobium sales were up approximately 30% quarter-over-quarter. The volume increase from the first half of 2013 to the first half of 2014 was attributed mainly to better sales of niobium. For the three months ended June 30, 2014, tantalum prices have decreased approximately 16% relative to the second quarter of last year, whereas niobium prices declined about 6% over the same comparative periods. Because tantalum prices have typically been three to four times higher than niobium prices, the change from a year ago in the product mix sold at our Rare Metals segment led to the unfavorable ASP and revenues variances described above.

For the six months ended June 30, 2014 and June 30, 2013, due to the declining pricing environment, the Rare Metals segment wrote down inventory to net realizable value in the amount of $1.8 million and $2.1 million, respectively.

The unfavorable OIBDA change in this segment, both on a quarter-to-date and year-to-date basis, was driven by the change in our product mix and declining rare metals prices.

Liquidity and Capital Requirements

We expect to use our cash balances of $156.4 million as of June 30, 2014, as well as cash generated from operations in certain business units and available and planned financing to fund our capital expenditures, debt service and other cash requirements. Capital expenditures for our Mountain Pass facility are expected to total approximately $30.0 million for the remainder of 2014, including remaining payments for certain capital expenditures incurred as of June 30, 2014, and $30.0 million in 2015. Additionally, we expect to spend approximately $10.0 million for the remainder of 2014 and $30 million in 2015 on maintenance and expansion capital expenditures across all other business units.

In August 2014, we and certain of our subsidiaries entered into a commitment letter with Oaktree Capital Management, L.P. (collectively with certain of its affiliates and funds under its management, "Oaktree") pursuant to which Oaktree agreed to provide to us and certain of our subsidiaries up to $400 million in secured financing through credit facilities and the sale and leaseback of certain equipment at our Mountain Pass facility, which is expected to provide additional funding for corporate, operating and capital expenditures. This proposed financing is subject to various conditions precedent. For more information, see Note 17 to the condensed consolidated financial statements included within Item 1 of this Report.

The amount of our cash requirements continues to be dependent on (i) the accuracy of our cost estimates for capital expenditures, (ii) our ability to ramp-up run rates at our Mountain Pass facility pursuant to our expectations without further delays, and to achieve lower cash costs of production as a result of further optimization of operations at our Mountain Pass facility, (iii) stable or improved market conditions, (iv) our ability to sell our production of rare earths to external customers and our downstream facilities (including our ability to sell our cerium through market acceptance of SorbX^® or otherwise), (v) our ability to repatriate cash generated from our global operations, and (vi) the absence of payments on current and future contingent liabilities. If these assumptions prove inaccurate, our estimates could prove incorrect and we may need additional financing.

As part of our cash management procedures, we continue to evaluate opportunities to reduce costs. Also, we have utilized and will continue to utilize lease financing for certain heavy mobile equipment and vehicles.

Cash Used in Operating Activities

Net cash used in operating activities was $118.2 million during the six months ended June 30, 2014, as compared to $74.0 million in the corresponding prior-year period. This change was primarily driven by lower realized prices across all of our operating segments, combined with higher costs of sales and operating expenses primarily incurred during the production ramp-up at and optimization of our Mountain Pass facility. In addition, in February 2014, we made the second semiannual interest payment on the 5.50% convertible notes we issued in the first quarter of 2013. The first interest payment on these notes was made in August 2013.

Cash Used in Investing Activities

For the six months ended June 30, 2014, net cash used in investing activities was $32.1 million, as compared to $268.4 million in the first half of 2013. This decrease was primarily attributable to a slow-down in capital expenditures at the Mountain Pass facility where all key production components were mechanically complete by the end of 2013.

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Cash from Financing Activities

Net cash used in financing activities during the six months ended June 30, 2014 was $6.9 million, which related primarily to the final dividends we paid on the Convertible Preferred Stock and repayments of certain term loans. During the first half of 2013, net cash provided by financing activities totaled $378.5 million, which consisted primarily of $413.8 million, net of underwriting discount commissions and transaction costs, raised through the issuance of our 5.50% convertible notes and the issuance of 43,125,000 shares of our common stock, offset by the repayment of certain bank loans for $27.2 million, the payment of preferred stock dividends for $5.7 million, and other dividends we paid to one of our noncontrolling interests for $1.9 million.

Cash and Cash Equivalents by Country	(In thousands)
China (including Hong Kong)	$	46,613
Barbados	8,282
Canada	15,920
Estonia	5,678
Japan	11,470
Germany	4,418
United Kingdom	2,835
Thailand	2,332
Other	2,206
Total cash and cash equivalents in foreign countries	99,754
United States	56,618
Total cash and cash equivalents	$	156,372

Approximately 31% of the total cash and cash equivalents held by our foreign operating subsidiaries relate to undistributed earnings that are considered indefinitely reinvested in these foreign subsidiaries. If such earnings were repatriated, additional tax expense may result. The calculation of such additional taxes is not practicable.

In addition to cash and cash equivalents, the primary sources of liquidity of our domestic and foreign subsidiaries are cash provided by operations and, in the case of our activities in China, Japan and Estonia, borrowing under certain bank loans. From time to time, the sources of liquidity for our operating subsidiaries may be supplemented by intercompany loans in the form of interest bearing unsecured promissory notes. At June 30, 2014, Magnequench International Inc. (Magnetic Materials and Alloys segment) had a net receivable balance of $43.8 million from Molycorp Minerals, LLC (Resources segment) and $13.5 million from Molycorp, Inc. (Corporate); Molycorp Minerals, LLC had a net receivable balance from Molycorp Silmet (Chemicals and Oxides segment) of $18.5 million (all amounts including accrued interest). Our operating subsidiaries' liquidity generally is used to fund their working capital requirements, investments, capital expenditures and third-party debt service requirements.

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Contractual Obligations

At June 30, 2014, we had the following contractual obligations:

	Payments Due by Period
	Total		Less Than 1 Year		1 - 3 Years		4 - 5 Years		More Than 5 Years
	(In thousands)
Operating lease obligations (1)	$	6,491	$	2,400	$	2,621	$	602	$	868
Purchase obligations and other commitments (2)	142,252		142,252		—		—		—
Employee obligations (3)	2,071		2,071		—		—		—
Asset retirement obligations (4)	33,340		257		3,672		4,184		25,227
Long-term debt	1,482,014		10,648		648,866		822,500		—
Fixed interest on long-term debt	535,326		107,038		293,540		134,748		—
Capital lease obligations	48,667		7,667		20,670		10,165		10,165
Total	$	2,250,161	$	272,333	$	969,369	$	972,199	$	36,260

(1) Represents all operating lease payments for office space, land and office equipment.

(2) Represents contractual commitments for the purchase of materials and services from vendors.

(3) Represents primarily payments due to employees for awards under our annual incentive plan.

(4) Under applicable environmental laws and regulations, we are subject to reclamation and remediation obligations resulting from our operations. The amounts presented above represent our estimated future undiscounted cash flows required to satisfy the obligations currently known to us. The discount rates we used to recognize these obligations in the balance sheets range from 5.12% to 10%, depending on the timing of when these obligations arose or were updated.

Off-Balance Sheet Arrangements

As of June 30, 2014, our only off-balance sheet arrangements are the operating leases and purchase obligations included in the contractual obligations table above.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of this new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

The new guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer. An entity will be required to disclose sufficient qualitative and quantitative information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. For calendar-year public entities, the new guidance is effective starting in 2017, and interim periods within that year. Early adoption is not permitted. An entity should apply the amendments in this update using one of the following two methods:

1. Retrospectively to each prior reporting period presented.

2. Retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. If an entity elects this transition method it also should provide the additional disclosures in reporting periods that include the date of initial application of:

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i. The amount by which each financial statement line item is affected in the current reporting period by the application of this update as compared to the guidance that was in effect before the change.

ii. An explanation of the reasons for significant changes.

We are in the process of evaluating which of the two methods we will apply to adopt the amendments, and whether this new guidance will have a material impact on our financial statements and related disclosures.

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments included in this update change the requirements for reporting discontinued operations and require new disclosures about disposals of both discontinued operations and certain other disposals that do not meet the new definition. The amendments also allow an entity to present a discontinued operation even when it has continuing cash flows and significant continuing involvement with the disposed component. Under the revised standard, a discontinued operation is defined as (i) a component of an entity or group of components that has been disposed of by sale, disposed of other than by sale or is classified as held for sale that represents a strategic shift that has or will have a major effect on an entity’s operations and financial results or (ii) an acquired business or nonprofit activity (the entity to be sold) that is classified as held for sale on the date of the acquisition. A strategic shift could include the disposal of a major line of business, a major geographical area, a major equity method investment or other major parts of an entity. For calendar-year public entities, the amendments are effective starting in 2015, including interim periods within that year, and are to be applied on a prospective basis. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The adoption of this updated guidance is not expected to have a material impact on our financial statements and related disclosures.

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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Our operations may be impacted by commodity prices, geographic concentration, changes in interest rates and foreign currency exchange rates.

Commodity Price Risk

A portion of our current business is conducted in the spot market; therefore, prices can vary with the transaction and individual bids received. Our products are primarily marketed to manufacturers as component materials. Prices will vary based on the demand for the end products being produced with the mineral resources we mine and process.

Our sales and profitability are determined principally by the price of the rare earth products, rare metals and magnet alloys that we produce and, to a lesser extent, by the price of natural gas and other supplies used in the production process. The prices of our rare earth products are influenced by the price and demand of the end products that our products support, including automotive, electronics and clean energy technologies. A significant decrease in the global demand for these products may have a material adverse effect on our business. We currently have no significant hedging contracts for revenues and costs in place and intend to consider hedging strategies in the future.

Our costs and capital investments are subject to market movements in other commodities such as natural gas and chemicals. We may enter into derivative contracts for a portion of the expected usage of these products, but we do not currently have any derivative contracts on these commodities and we do not currently anticipate entering into derivative agreements on commodities.

Interest Rate Risk

Our exposure to the interest rate risk on our total variable interest debt, which totaled $13.3 million at June 30, 2014, would not be significantly impacted by variations in interest rates at this time. Our exposure to interest rate risk would increase if, for example, we obtain and utilize additional debt facilities in the future.

Foreign Currency Risk

We are exposed to fluctuations of the U.S. dollar (our reporting currency) against the functional currencies of our foreign subsidiaries, including the euro, the Canadian dollar, the Chinese Renminbi and the Japanese Yen, when we translate our foreign subsidiaries' financial statements into U.S. dollars for inclusion in our consolidated financial statements. Cumulative translation adjustments are recorded in accumulated other comprehensive income (loss) as a separate component of equity. Any increase (decrease) in the value of the U.S. dollar against those foreign currencies results in unrealized foreign currency translation losses (gains) with respect to assets acquired in, liabilities assumed from, intercompany balances with and results of operations from our foreign subsidiaries. Therefore, we may experience a negative impact on our comprehensive income (loss) and stockholders' equity with respect to our holdings in those subsidiaries as a result of foreign currency translation. We generally do not hedge against the risk that we may incur non-cash losses upon the translation of the financial statements of our foreign subsidiaries into U.S. dollars.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of disclosure controls and procedures

In accordance with Rule 13a-15(b) of the Exchange Act, our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period covered by this Report. Based on its evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2014, because of material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses stemmed from the fact that the Company did not maintain a sufficient complement of resources with an appropriate level of accounting knowledge, experience and training commensurate with its financial reporting requirements. The material weaknesses are fully described in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 3, 2014. Although the material weaknesses are still under remediation as of June 30, 2014, our management has concluded that our consolidated

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financial statements for the periods covered by and included in this Report are fairly stated, in all material respects, in accordance with GAAP for each of the periods presented herein.

Changes in internal control over financial reporting

As of June 30, 2014, we are in the process of completing our remediation efforts related to the material weaknesses. We have not completed testing of the enhanced internal control over financial reporting described below.

During fiscal 2013, and through the second quarter of 2014, we have implemented the following measures to remediate the material weaknesses in internal controls over financial reporting:

•Supplemented our accounting department with personnel having an appropriate level of accounting knowledge, experience and training commensurate with our financial reporting requirements, and continue to train staff on control procedures that are intended to ensure that all accounting reconciliations and journal entries are appropriately prepared and reviewed;

•We implemented enhanced system-based controls, as well as other compensating controls, over restricted access, automated controls and change management activities within the recently implemented ERP system.

There were no additional changes in our internal control over financial reporting in the second quarter of 2014 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS.

From time to time, we may become subject to various legal and regulatory proceedings relating to our business.

In February 2012, a purported class action lawsuit was filed in the Colorado Federal District Court against us and certain of our current and former executive officers alleging violations of the federal securities laws. The Consolidated Class Action Complaint filed on July 31, 2012 also names most of our Board members and some of our stockholders as defendants, along with other persons and entities. That Complaint alleges 18 claims for relief arising out of alleged: (1) securities fraud in violation of the Securities Exchange Act of 1934, or the Exchange Act, during the proposed class period from February 11, 2011 through November 10, 2011; and (2) materially untrue or misleading statements in registration statements and prospectuses for our public offering of preferred stock in February 2011 and of common stock in June 2011, in violation of the Securities Act of 1933. Our motion to dismiss that Complaint was filed in October 2012 and is pending. We believe that this lawsuit is without merit, and we intend to vigorously defend ourselves against these claims.    

Certain of our shareholders filed a consolidated stockholder derivative lawsuit purportedly on our behalf against us (as nominal defendant) and certain of our current and former directors, executive officers and shareholders in the Delaware Court of Chancery. A Consolidated Amended Stockholder Derivative Complaint was filed in August 2012. Pursuant to an order dated May 15, 2013, the Delaware Chancery Court stayed this derivative lawsuit pending the outcome of the Colorado class action lawsuit. On October 9, 2013, certain plaintiffs, purportedly on our behalf, filed a Motion to Lift the Stay and for Leave to File an Amended Complaint. Pursuant to a letter opinion dated May 12, 2014, the Delaware Chancery Court granted plaintiffs’ motion to file a second consolidated amended derivative complaint. In addition, the Delaware Chancery Court lifted the stay of the action. The plaintiffs filed their Second Consolidated Amended Complaint on May 15, 2014, alleging breaches of fiduciary duty and unjust enrichment, but dropping claims for material misstatements and for trading on material, non-public information. The defendants filed a Motion to Dismiss the Second Consolidated Amended Complaint on July 14, 2014. The plaintiffs’ answer brief is due to be filed on August 29, 2014, with defendants’ reply briefs due on September 26, 2014.

Two additional shareholder derivative lawsuits were filed purportedly on our behalf against us (as nominal defendant) and certain of our current and former directors, executive officers and shareholders, in the Colorado Federal District Court. These lawsuits allege claims for breach of fiduciary duty, waste of corporate assets, and unjust enrichment based on events in 2011 and 2012. The Colorado Federal District Court dismissed these lawsuits. The plaintiffs filed an appeal of that ruling to the U.S. Court of Appeals for the Tenth Circuit, and the Tenth Circuit remanded these cases back to the Colorado Federal District Court. Subsequently, a different shareholder, purportedly on our behalf, filed a new shareholder derivative lawsuit in the Colorado Federal District Court alleging claims for breach of fiduciary duty, waste of corporate assets, and unjust enrichment based on events during 2011 through 2013. The Colorado Federal District Court sua sponte consolidated this lawsuit with the remanded lawsuits. The plaintiff in the new derivative lawsuit filed a Motion to Vacate the consolidation order. On July 15, 2014, the Colorado Federal District Court ruled that, based on the Second Consolidated Amended Derivative Complaint filed in Delaware Chancery Court, the issues raised in the Colorado derivative cases were sufficiently distinct from the issues set forth in the Delaware derivative lawsuit, and reversed its original order dismissing the lawsuits. In its order, the Colorado Federal District Court left open the opportunity for the defendants to file a motion to stay the Colorado derivative lawsuits pending the resolution of the Colorado class action lawsuit. The Motion to Vacate the consolidation order remains pending.

In August 2013, twopurported class action lawsuits were filed in the U.S. District Court for the Southern District of New York against us and certain of our current and former executive officers, alleging violations of the federal securities laws. A Consolidated Amended Class Action Complaint, filed on May 19, 2014, also names us and certain of our current and former executive officers. The Consolidated Amended Class Action Complaint alleges claims for relief arising out of alleged securities fraud in violation of the Exchange Act, during a purported class period from February 21, 2012 through October 15, 2013. Our Motion to Dismiss the consolidated lawsuit is due to be filed on August 13, 2014. We believe that this lawsuit is without merit, and we intend to vigorously defend ourselves against these claims.

The class action and derivative lawsuits described above have not progressed to a point where a reasonably possible range of losses associated with their ultimate outcome can be estimated at this time. If the final resolution of any such litigation or proceedings is unfavorable, our financial condition, operating results and cash flows could be materially affected.    

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ITEM 1A.    RISK FACTORS.

There were no material changes to the risk factors disclosed in Item 1A of Part I in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the SEC on March 3, 2014.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  MINE SAFETY DISCLOSURES.

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in exhibit 95.1 to this Report.

ITEM 5.    OTHER INFORMATION.

None.

ITEM 6.    EXHIBITS.

See the Exhibit Index at the end of this Report, which is incorporated by reference herein.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MOLYCORP, INC.
August 6, 2014	By:	/s/ Geoffrey R. Bedford
		Geoffrey R. Bedford President and Chief Executive Officer (Principal Executive Officer)
August 6, 2014	By:	/s/ Michael F. Doolan
		Michael F. Doolan Chief Financial Officer (Principal Financial Officer)

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EXHIBIT INDEX

3.1	Amended and Restated Certificate of Incorporation of Molycorp, Inc., as amended.
3.2	Bylaws of Molycorp, Inc. (incorporated by reference to Exhibit 3.2 to Molycorp, Inc.'s Current Report on Form 8-K (File No. 001-34827) filed with the Securities and Exchange Commission on August 6, 2010).
10.1	Employment Agreement, dated June 27, 2014, by and between Molycorp, Inc. and Michael F. Doolan.
10.2	Employment Agreement, dated June 27, 2014, by and between Molycorp, Inc. and Kevin W. Johnson.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95.1	Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

_______________________________________________________________________________

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MOLYCORP, INC.

Molycorp, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies that:

1.    The name of the corporation is Molycorp, Inc. The date of filing of Molycorp, Inc.’s original Certificate of Incorporation with the Secretary of State of the State of Delaware was March 4, 2010.

2.    This Amended and Restated Certificate of Incorporation has been duly adopted by the directors and stockholders of the corporation in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.

3.    Pursuant to Section 245 of the General Corporation Law of the State of Delaware, this Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of the corporation, as previously amended, as set forth below:

ARTICLE 1

The name of the corporation is Molycorp, Inc. (the “Company”).

ARTICLE II

The address of the Company’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the Company’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended (the “DGCL”).

ARTICLE IV

Section 1. Authorized Capital Stock. The Company is authorized to issue two classes of capital stock, designated Common Stock and Preferred Stock. The total number of shares of capital stock that the Company is authorized to issue is 355,000,000 shares, consisting of 350,000,000 shares of Common Stock, par value $0.001 per share, and 5,000,000 shares of Preferred Stock, par value $0.001 per share.

Section 2. Preferred Stock. The Preferred Stock may be issued in one or more series. The Board of Directors of the Company (the “Board”) is hereby authorized to issue the shares of Preferred Stock in such series and to fix from time to time before issuance the number of shares to be included in any such series and the designation, relative powers, preferences, rights and qualifications, limitations or restrictions of such series. The authority of the Board with respect to each such series will include, without limiting the generality of the foregoing, the determination of any or all of the following:

(a)    the number of shares of any series and the designation to distinguish the shares of such series from the shares of all other series;

(b)    the voting powers, if any, and whether such voting powers are full or limited in such series;

(c)    the redemption provisions, if any, applicable to such series, including the redemption price or prices to be paid;

(d)    whether dividends, if any, will be cumulative or noncumulative, the dividend rate of such series, and the dates, conditions and preferences of dividends on such series;

(e)    the rights of such series upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Company;

(f)    the provisions, if any, pursuant to which the shares of such series are convertible into, or exchangeable for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Company, at such price or prices or at such rate or rates of exchange and with such adjustments applicable thereto;

(g)    the right, if any, to subscribe for or to purchase any securities of the Company;

(h)    the provisions, if any, of a sinking fund applicable to such series; and

(i)    any other designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof;

all as may be determined from time to time by the Board and stated or expressed in the resolution or resolutions providing for the issuance of such Preferred Stock (collectively, a “Preferred Stock Designation”).

Section 3. Common Stock. Subject to the rights of the holders of any series of Preferred Stock, the holders of Common Stock will be entitled to one vote on each matter submitted to a vote at a meeting of stockholders for each share of Common Stock held of record by such holder as of the record date for such meeting.

ARTICLE V

The Board may make, adopt, amend, and repeal the Bylaws of the Company. Any Bylaw made or adopted by the Board under the powers conferred hereby may be amended or repealed by the Board (except as specified in any such Bylaw so made or amended) or by the stockholders in the manner provided in the Bylaws of the Company. Notwithstanding the foregoing and anything contained in this Certificate of Incorporation or the Bylaws to the contrary, Bylaws 1, 3, 8, 9, 10, 11, 15, 16, 18 and 37 may not be amended or repealed by the stockholders, and no provision inconsistent therewith may be adopted by the stockholders, without the affirmative vote of the holders of at least 66-2/3% of the voting power of the outstanding Voting Stock (as defined below), voting together as a single class. The Company may in its Bylaws confer powers upon the Board in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board by applicable law. For the purposes of this Certificate of Incorporation, “Voting Stock” means stock of the Company of any class or series entitled to vote generally in the election of Directors. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 66-2/3% of the Voting Stock, voting together as a single class, is required to amend or repeal, or to adopt any provision inconsistent with, this Article V.

ARTICLE VI

Subject to the rights of the holders of any series of Preferred Stock:

(a)    any action required or permitted to be taken by the stockholders of the Company must be effected at a duly called annual or special meeting of stockholders of the Company and may not be effected by any consent in writing of such stockholders; and

(b)    special meetings of stockholders of the Company may be called only by (i) the Chairman of the Board (the “Chairman”), (ii) the Chief Executive Officer of the Company (the “CEO”) or (iii) the Secretary of the Company (the “Secretary”) within 10 calendar days after receipt of the written request of a majority of the total number of Directors that the Company would have if there were no vacancies (the “Whole Board”).

At any annual meeting or special meeting of stockholders of the Company, only such business will be conducted or considered as has been brought before such meeting in the manner provided in the Bylaws of the Company. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 66-2/3% of the voting power of the outstanding Voting Stock, voting together as a single class, will be required to amend or repeal, or adopt any provision inconsistent with, this Article VI.

ARTICLE VII

Section 1. Number, Election, Terms of Directors and Initial Directors. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional Directors under circumstances specified in a Preferred Stock Designation, the number of the Directors of the Company will not be less than seven nor more than eleven and will be fixed from time to time in the manner provided in the Bylaws of the Company. The Directors, other than those who may be elected by the holders of any series of Preferred Stock, will be classified with respect to the time for which they severally hold office into three classes, as nearly equal in number as possible, designated Class I, Class II, and Class III. At any meeting of stockholders at which Directors are to be elected, the number of Directors elected may not exceed the greatest number of Directors then in office in any class of Directors. The Directors first appointed to Class I will hold office for a term expiring at the annual meeting of stockholders to be held in 2011; the Directors first appointed to Class II will hold office for a term expiring at the annual meeting of stockholders to be held in 2012; and the Directors first appointed to Class III will hold office for a term expiring at the annual meeting of stockholders to be held in 2013, with the members of each class to hold office until their successors are elected and qualified. At each succeeding annual meeting of the stockholders of the Company, the successors to the class of Directors whose term expires at that meeting will be elected by plurality vote of all votes cast at such meeting to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional Directors under circumstances specified in a Preferred Stock Designation, Directors may be elected by the stockholders only at an annual meeting of stockholders. Election of Directors of the Company need not be by written ballot unless requested by the Chairman or by the holders of a majority of the Voting Stock present in person or represented by proxy at a meeting of the stockholders at which Directors are to be elected. If authorized by the Board, such requirement of written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder. The names and mailing addresses of the persons who are to serve as the initial Directors in accordance with the terms and conditions of this Article VII, Section 1 are as follows:

Class	Name	Address
Class II	Mark A. Smith	5619 Denver Tech Center Parkway, Suite 1000, Greenwood Village, Colorado 80111
Class III	Ross R. Bhappu	5619 Denver Tech Center Parkway, Suite 1000, Greenwood Village, Colorado 80111
Class II	Brian T. Dolan	5619 Denver Tech Center Parkway, Suite 1000, Greenwood Village, Colorado 80111
Class I	Charles R. Henry	5619 Denver Tech Center Parkway, Suite 1000, Greenwood Village, Colorado 80111
Class III	Mark S. Kristoff	5619 Denver Tech Center Parkway, Suite 1000, Greenwood Village, Colorado 80111
Class III	Alec Machiels	5619 Denver Tech Center Parkway, Suite 1000, Greenwood Village, Colorado 80111
Class I	Russell D. Ball	5619 Denver Tech Center Parkway, Suite 1000, Greenwood Village, Colorado 80111
Class I	Jack E. Thompson	5619 Denver Tech Center Parkway, Suite 1000, Greenwood Village, Colorado 80111

Section 2. Nomination of Director Candidates. Advance notice of stockholder nominations for the election of Directors must be given in the manner provided in the Bylaws of the Company.

Section 3. Newly Created Directorships and Vacancies. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional Directors under circumstances specified in a Preferred Stock Designation, newly created directorships resulting from any increase in the authorized number of Directors and any vacancies on the Board resulting from death, resignation, disqualification, removal or other cause will be filled solely by the affirmative vote of a majority of the remaining Directors then in office, even though less than a quorum

of the Board, or by a sole remaining Director. Any Director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director’s successor has been elected and qualified. No decrease in the number of Directors constituting the Board may shorten the term of any incumbent Director.

Section 4. Removal. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional Directors under circumstances specified in a Preferred Stock Designation, any Director may be removed from office by the stockholders only for cause and only in the manner provided in this Article VII, Section 4. At any annual meeting or special meeting of the stockholders, the notice of which identifies the Director or Directors proposed to be removed and states that the removal of a Director or Directors is among the purposes of the meeting, the affirmative vote of the holders of at least 66-2/3% of the voting power of the outstanding Voting Stock, voting together as a single class, may remove such Director or Directors for cause.

Section 5. Amendment, Repeal, Etc. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 66-2/3% of the voting power of the outstanding Voting Stock, voting together as a single class, is required to amend or repeal, or adopt any provision inconsistent with, this Article VII. The amendment or repeal of, or the adoption of any provision inconsistent with, this Article VII must be by written ballot.

ARTICLE VIII

To the full extent permitted by the DGCL or any other applicable law currently or hereafter in effect, no Director of the Company will be personally liable to the Company or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a Director of the Company. Any repeal or modification of this Article VIII will not adversely affect any right or protection of a Director of the Company existing prior to such repeal or modification.

ARTICLE IX

Section 1. Right to Indemnification. Each person who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that the person is or was a director or an officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent permitted or required by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this Article IX with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Directors of the Company.

Section 2. Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this Article IX shall include the right to be paid by the Company the expenses (including, without limitation, attorneys’ fees and expenses) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the DGCL so requires, an Advancement of Expenses incurred by an Indemnitee in such person’s capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 1 and 2 of this Article IX shall be contract rights and such rights shall continue as to an Indemnitee who has

ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

Section 3. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this Article IX is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Company (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company (including its Board of Directors, independent legal counsel or stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article IX or otherwise shall be on the Company.

Section 4. Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Company’s Certificate of Incorporation, Bylaws, any agreement, vote of stockholders or disinterested directors or otherwise.

Section 5. Insurance. The Company may maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under the DGCL.

Section 6. Indemnification of Employees and Agents of the Company. The Company may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the Advancement of Expenses to any employee or agent of the Company to the fullest extent of the provisions of this Article IX with respect to the indemnification and Advancement of Expenses of directors and officers of the Company.

IN WITNESS WHEREOF, Molycorp, Inc. has caused this Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer this 3rd day of August, 2010.

MOLYCORP, INC.

By:    /s/ John F. Ashburn, Jr.    

Name:    John F. Ashburn, Jr.

Title: Executive Vice President and General Counsel

CERTIFICATE OF DESIGNATIONS OF
5.50% SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK OF
MOLYCORP, INC.

Molycorp, Inc., a Delaware corporation (the “Corporation”), hereby certifies that, pursuant to the provisions of Sections 103, 141 and 151 of the General Corporation Law of the State of Delaware, (a) on January 21, 2011 the board of directors of the Corporation (the “Board of Directors”) appointed a special committee (the “Pricing Committee”) and authorized the Pricing Committee to determine the voting powers, designations, preferences, rights and qualifications, limitations or restrictions and all other terms of the issuance of a series of preferred stock; and (b) on February 10, 2011, the Pricing Committee adopted the resolution shown immediately below, which resolution is now, and at all times since its date of adoption, has been in full force and effect:

RESOLVED, that pursuant to the provisions of the Amended and Restated Certificate of Incorporation of the Corporation (as such may be amended, modified or restated from time to time, the “Amended and Restated Certificate of Incorporation”) (which authorizes 5,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”)), and the authority vested in the Board of Directors, a series of Preferred Stock be, and it hereby is, created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof are as set forth in the Amended and Restated Certificate of Incorporation and this Certificate of Designation, as it may be amended from time to time (the “Certificate of Designations”) as follows:

Part 1. Designation and Number of Shares. Pursuant to the Amended and Restated Certificate of Incorporation, there is hereby created out of the authorized and unissued shares of Preferred Stock of the Corporation a series of Preferred Stock consisting of 1,800,000 shares (or up to 2,070,000 shares of Preferred Stock if the underwriters exercise in full their over-allotment option pursuant to the Underwriting Agreement (as such term is defined herein) to purchase additional shares) designated as the “5.50% Series A Mandatory Convertible Preferred Stock” (the “Mandatory Convertible Preferred Stock”). Such number of shares may be decreased by resolution of the Board of Directors, subject to the terms and conditions hereof; provided that no decrease shall reduce the number of shares of the Mandatory Convertible Preferred Stock to a number less than the number of shares then outstanding.

Part 2. Standard Provisions. The Standard Provisions contained in Annex A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of this Certificate of Designations to the same extent as if such provisions had been set forth in full herein.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations to be signed by John F. Ashburn, Jr., its Executive Vice President and General Counsel, this 15th day of February, 2011.

MOLYCORP, INC.

By:    /s/ John F. Ashburn, Jr.    

Name:    John F. Ashburn, Jr.

Title: Executive Vice President and General Counsel

Signature Page to Certificate of Designations of Mandatory Convertible Preferred Stock

ANNEX A

STANDARD PROVISIONS

SECTION 1.     General Matters; Ranking. Each share of the Mandatory Convertible Preferred Stock shall be identical in all respects to every other share of the Mandatory Convertible Preferred Stock. The Mandatory Convertible Preferred Stock, with respect to dividend rights and rights upon the liquidation, winding-up or dissolution of the Corporation, shall rank (i) senior to all Junior Stock, (ii) on parity with all Parity Stock and (iii) junior to all Senior Stock and the Corporation’s existing and future indebtedness.

SECTION 2.     Standard Definitions. As used herein with respect to the Mandatory Convertible Preferred Stock:

“Accumulated Dividend Amount” means, with respect to any Fundamental Change Conversion, the aggregate amount of accumulated and unpaid dividends, if any, for Dividend Periods prior to the Effective Date for the relevant Fundamental Change, including for the partial Dividend Period, if any, from, and including, the Dividend Payment Date immediately preceding such Effective Date to, but excluding, such Effective Date, subject to the proviso in Section 9(a).

“Additional Fundamental Change Amount” shall have the meaning set forth in Section 9(d)(iv).

“ADRs” shall have the meaning set forth in Section 13(e).

“Agent Members” shall have the meaning set forth in Section 21.

“Amended and Restated Certificate of Incorporation” shall have the meaning set forth in the recitals.

“Applicable Market Value” means the Average VWAP per share of Common Stock over the 20 consecutive Trading Day period ending on, and including, the third Trading Day immediately preceding the Mandatory Conversion Date.

“Average VWAP” per share over a certain period means the average of the VWAP per share for each Trading Day in such period.

“Board of Directors” shall have the meaning set forth in the recitals.

“Business Day” means any day other than a Saturday or Sunday or any other day on which commercial banks in New York City are authorized or required by law or executive order to close.

“Bylaws” means the Bylaws of the Corporation, as they may be amended or restated from time to time.

“Certificate of Designations” shall have the meaning set forth in the recitals.

“Clause I Distribution” shall have the meaning set forth in Section 13(a)(iv).

“Clause II Distribution” shall have the meaning set forth in Section 13(a)(iv).

“Clause IV Distribution” shall have the meaning set forth in Section 13(a)(iv).

“Common Stock” means the common stock, par value $0.001 per share, of the Corporation.

“Conversion and Dividend Disbursing Agent” means Computershare Trust Company, N.A., the Corporation’s duly appointed conversion and dividend disbursing agent for the Mandatory Convertible Preferred Stock, and any successor appointed under Section 14.

“Conversion Date” shall have the meaning set forth in Section 3(a).

“Corporation” shall have the meaning set forth in the recitals.

“Current Market Price” per share of Common Stock (or, in the case of Section 13(a)(iv), per share of Common Stock, the Corporation’s capital stock or equity interest, as applicable) on any date means for the purposes of determining an adjustment to the Fixed Conversion Rates:

(i)    for purposes of any adjustment pursuant to Section 13(a)(ii), Section 13(a)(iv) (in the event of an adjustment not relating to a Spin-Off), or Section 13(a)(v), the Average VWAP per share of Common Stock over the five consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Date with respect to the issuance or distribution requiring such computation;

(ii)    for purposes of any adjustment pursuant to Section 13(a)(iv) relating to a Spin-Off, the Average VWAP per share of Common Stock, the Corporation’s capital stock or equity interests, as applicable, over the first ten consecutive Trading Days commencing on and including the fifth Trading Day immediately following the effective date of such distribution; and

(iii)    for purposes of any adjustment pursuant to Section 13(a)(vi), the Average VWAP per share of Common Stock over the five consecutive Trading Day period ending on the seventh Trading Day after the Expiration Date of the relevant tender offer or exchange offer.

“Depositary” means DTC or its nominee or any successor appointed by the Corporation.

“Dividend Payment Date” means March 1, June 1, September 1 and December 1 of each year commencing on June 1, 2011 to and including the Mandatory Conversion Date.

“Dividend Period” means the period from, and including, a Dividend Payment Date to, but excluding, the next Dividend Payment Date, except that the initial Dividend Period shall commence on, and include, the Initial Issue Date and shall end on, and exclude, the June 1, 2011 Dividend Payment Date and except as otherwise provided in Section 9.

“Dividend Rate” shall have the meaning set forth in Section 3(a).

“DTC” means The Depository Trust Corporation.

“Early Conversion” shall have the meaning set forth in Section 8(a).

“Early Conversion Additional Conversion Amount” shall have the meaning set forth in Section 8(b).

“Early Conversion Average Price” shall have the meaning set forth in Section 8(b).

“Early Conversion Date” shall have the meaning set forth in Section 10(b).

“Effective Date” shall have the meaning set forth in Section 9(a).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Exchange Property” shall have the meaning set forth in Section 13(e).

“Ex-Date,” when used with respect to any issuance or distribution, means the first date on which shares of Common Stock trade without the right to receive such issuance or distribution.

“Expiration Date” shall have the meaning set forth in Section 13(a)(vi).

“Fair Market Value” means the fair market value as determined in good faith by the Board of Directors (or an authorized committee thereof), whose determination shall be conclusive and set forth in a resolution of the Board of Directors (or such authorized committee).

“Five-DayAverage Price” shall have the meaning set forth in Section 3(c).

“Fixed Conversion Rates” means the Maximum Conversion Rate and the Minimum Conversion Rate.

“Floor Price” shall have the meaning set forth in Section 3(e).

A “Fundamental Change” shall be deemed to have occurred, at any time after the Initial Issue Date, upon: (i) the consummation of any transaction or event (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, recapitalization or otherwise) in connection with which 90% or more of the Common Stock is exchanged for, converted into, acquired for or constitutes solely the right to receive, consideration 10% or more of which is not common stock that is listed on, or immediately after the transaction or event will be listed on, the New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market; (ii) (a) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable), other than the TNA Group, the Resource Group, the Pegasus Group, the Corporation, any of the Corporation’s majority-owned subsidiaries or any of the Corporation’s or the Corporation’s majority-owned subsidiaries’ employee benefit plans, becoming the “beneficial owner,” directly or indirectly, of more than 50% of the total voting power in the aggregate of all classes of capital stock then outstanding entitled to vote generally in elections of the Corporation’s directors, or (b) the TNA Group, the Resource Group and the Pegasus Group, in the aggregate, becoming the “beneficial owner,” directly or indirectly, of more than 65% of the total voting power in the aggregate of all classes of capital stock then outstanding entitled to vote generally in the elections of the Corporation’s directors; or (iii) the Common Stock (or any other security into which the Mandatory Convertible Preferred Stock becomes convertible in connection with a Reorganization Event) ceases to be listed or quoted on the New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market.

“Fundamental Change Conversion” shall have the meaning set forth in Section 9(a).

“Fundamental Change Conversion Date” shall have the meaning set forth in Section 10(c).

“Fundamental Change Conversion Period” shall have the meaning set forth in Section 9(a).

“Fundamental Change Conversion Rate” means, for any Fundamental Change Conversion, the conversion rate set forth in the table below for the Effective Date and the Stock Price applicable to such Fundamental Change:

	Stock Price on Effective Date
Effective date	$5	$10	$20	$30	$40	$50	$60	$75	$85	$100	$125	$150	$200	$250	$300
February 16, 2011	1.7215	1.8571	1.863	1.8032	1.7453	1.7063	1.6825	1.6645	1.6591	1.6561	1.6563	1.8581	1.6813	1.6632	1.6642
March 1, 2012	1.8561	1.9368	1.9345	1.8704	1.7985	1.7432	1.7071	1.6786	1.6697	1.6638	1.6619	1.6826	1.6642	1.865	1.6655
March 1, 2013	1.9448	1.9724	1.9817	1.9477	1.8711	1.7906	1.7322	1.687	1.6745	1.6673	1.6653	1.6653	1.6658	1.686	1.6682
March 1, 2014	2.0000	2.0000	2.0000	2.0000	2.0000	2.0000	1.6667	1.6667	1.6667	1.6667	1.6667	1.6667	1.6667	1.6667	1.6667

If the Stock Price falls between two Stock Prices set forth in the table above, or if the Effective Date falls between two Effective Dates set forth in the table above, the Fundamental Change Conversion Rate shall be determined by straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Stock Prices and the earlier and later Effective Dates based on a 365-day year, as applicable.

If the Stock Price is in excess of $300.00 per share (subject to adjustment in the same manner as adjustments are made to the Stock Price in accordance with the provisions of Section 13(c)(iv)), then the Fundamental Change Conversion Rate shall be the Minimum Conversion Rate. If the Stock Price is less than $5.00 per share (subject to adjustment in the same manner as adjustments are made to the Stock Price in accordance with the provisions of Section 13(c)(iv)), then the Fundamental Change Conversion Rate shall be the Maximum Conversion Rate.

The Stock Prices in the column headings in the table above are subject to adjustment in accordance with the provisions of Section 13(c)(iv). The Fundamental Change Conversion Rates set forth in the table above are each subject to adjustment in the same manner as each Fixed Conversion Rate as set forth in Section 13.

“Fundamental Change Dividend Make-whole Amount” shall have the meaning set forth in Section 9(a).

“Fundamental Change Notice” shall have the meaning set forth in Section 9(b).

“Global Preferred Shares” shall have the meaning set forth in Section 21.

“Holder” means each person in whose name shares of the Mandatory Convertible Preferred Stock are registered, who shall be treated by the Corporation and the Registrar as the absolute owner of those shares of Mandatory Convertible Preferred Stock for the purpose of making payment and settling conversions and for all other purposes.

“Initial Issue Date” shall mean February 16, 2011, the first original issue date of the Mandatory Convertible Preferred Stock.

“Initial Price” shall have the meaning set forth in Section 7(b)(ii).

“Junior Stock” means (i) the Common Stock and (ii) each other class of capital stock or series of Preferred Stock established after the Initial Issue Date, the terms of which do not expressly provide that such class or series ranks senior to or on a parity with the Mandatory Convertible Preferred Stock as to dividend rights and rights upon the Corporation’s liquidation, winding-up or dissolution.

“Liquidation Dividend Amount” shall have the meaning set forth in Section 4(a).

“Liquidation Preference” means, as to the Mandatory Convertible Preferred Stock, $100 per share.

“Mandatory Conversion” shall have the meaning set forth in Section 7(a).

“Mandatory Conversion Additional Conversion Amount” shall have the meaning set forth in Section 7(c).

“Mandatory Conversion Date” means March 1, 2014.

“Mandatory Conversion Rate” shall have the meaning set forth in Section 7(b).

“Mandatory Convertible Preferred Stock” shall have the meaning set forth in Part 1 of this Certificate of Designations.

“Maximum Conversion Rate” shall have the meaning set forth in Section 7(b)(iii).

“Minimum Conversion Rate” shall have the meaning set forth in Section 7(b)(i).

“Nonpayment” shall have the meaning set forth in Section 6(b)(i).

“Nonpayment Remedy” shall have the meaning set forth in Section 6(b)(iii).

“Officer” means the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, any Senior Vice President, any Vice President, the Treasurer or the Secretary of the Corporation.

“Officer’s Certificate” means a certificate of the Corporation, signed by any duly authorized Officer of the Corporation.

“Parity Stock” means any class of capital stock or series of Preferred Stock established after the Initial Issue Date, the terms of which expressly provide that such class or series shall rank on a parity with the Mandatory Convertible Preferred Stock as to dividend rights and rights upon the Corporation’s liquidation, winding-up or dissolution.

“Pegasus Entities” means, collectively, PP IV Mountain Pass II, LLC, PP IV MP AIV 1, LLC, PP IV MP AIV 2, LLC and PP IV MP AIV 3, LLC.

“Pegasus Group” means, collectively, the Pegasus Entities, any affiliate of a Pegasus Entity to which such Pegasus Entity transfers shares of Common Stock and any group with which any of the foregoing files a report on Schedule 13D from time to time.

“Person” means any individual, partnership, firm, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Preferred Stock” shall have the meaning set forth in the recitals.

“Preferred Stock Directors” shall have the meaning set forth in Section 6(b)(i).

“Pricing Committee” shall have the meaning set forth in the recitals.

“Record Date” means, with respect to any Dividend Payment Date, the February 15, May 15, August 15 or November 15 immediately preceding the applicable March 1, June 1, September 1 or December 1 Dividend Payment Date, respectively. These Record Dates shall apply regardless of whether a particular Record Date is a Business Day.

“Record Holder” means, with respect to any Dividend Payment Date, a Holder of record of the Mandatory Convertible Preferred Stock as such Holder appears on the stock register of the Corporation at 5:00 p.m., New York City time, on the related Record Date.

“Registrar” shall initially mean Computershare Trust Company, N.A., the Corporation’s duly appointed registrar for the Mandatory Convertible Preferred Stock and any successor appointed under Section 14.

“Reorganization Event” shall have the meaning set forth in Section 13(e).

“Resource Entities” means, collectively, Resource Capital Fund IV L.P. and Resource Capital Fund V L.P.

“Resource Group” means, collectively, the Resource Entities, any affiliate of a Resource Entity to which such Resource Entity transfers shares of Common Stock and any group with which any of the foregoing files a report on Schedule 13D from time to time.

“Scheduled Trading Day” means any day that is scheduled to be a Trading Day.

“Senior Stock” means each class of capital stock or series of Preferred Stock established after the Initial Issue Date, the terms of which expressly provide that such class or series shall rank senior to the Mandatory Convertible Preferred Stock as to dividend rights and rights upon the Corporation’s liquidation, winding-up or dissolution.

“Shelf Registration Statement” shall mean a shelf registration statement filed with the Securities and Exchange Commission in connection with the issuance of or resales of shares of Common Stock issued as payment of a dividend, including dividends paid in connection with a conversion.

“Spin-Off” means a dividend or other distribution by the Corporation to all holders of Common Stock consisting of capital stock of, or similar equity interests in, or relating to a subsidiary or other business unit of the Corporation.

“Stock Price” means, for any Fundamental Change, (i) if the holders of Common Stock receive only cash in such Fundamental Change, the amount of cash paid in such Fundamental Change per share of Common Stock, and (ii) if the holders of Common Stock receive any property other than cash in such Fundamental Change, the Average VWAP per share of Common Stock over the five consecutive Trading Day period ending on, and including, the Trading Day preceding the Effective Date.

“Threshold Appreciation Price” shall have the meaning set forth in Section 7(b)(i).

“TNA Group” means, collectively, TNA Moly Group LLC, any affiliate of TNA Moly Group LLC to which TNA Moly Group LLC transfers shares of Common Stock and any group with which either of the foregoing files a report on Schedule 13D from time to time.

“Trading Day” means a day on which shares of Common Stock:

(a)    are not suspended from trading, and on which trading in Common Stock is not limited, on any national or regional securities exchange or association or over-the-counter market during any period or periods aggregating one half-hour or longer; and

(b)    have traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of Common Stock;

provided that if the Common Stock is not traded on any such exchange, association or market, “Trading Day” means any Business Day.

“Transfer Agent” shall initially mean Computershare Trust Company, N.A., the Corporation’s duly appointed transfer agent for the Mandatory Convertible Preferred Stock and any successor appointed under Section 14.

“Trigger Event” shall have the meaning set forth in Section 13(a)(iv).

“Underwriting Agreement” means the Underwriting Agreement relating to the Mandatory Convertible Preferred Stock, dated February 10, 2011, between the Corporation and the underwriters named therein.

“Unit of Exchange Property” shall have the meaning set forth in Section 13(e).

“Voting Preferred Stock” means any class or series of Preferred Stock, other than the Mandatory Convertible Preferred Stock, ranking equally with the Mandatory Convertible Preferred Stock either as to dividends or the distribution of assets upon liquidation, dissolution or winding up and upon which like voting rights have been conferred and are exercisable.

“VWAP” per share of Common Stock on any Trading Day means the per share volume-weighted average price as displayed on Bloomberg page “MCP <Equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such Trading Day; or, if such price is not available, “VWAP” means the market value per share of Common Stock on such Trading Day as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by the Corporation for this purpose.

SECTION 3. Dividends. (1)Rate. Subject to the rights of holders of any class of capital stock ranking senior to the Mandatory Convertible Preferred Stock with respect to dividends, Holders shall be entitled to receive, when, as and if declared by the Board of Directors (or an authorized committee thereof) out of funds of the Corporation legally available therefor, cumulative dividends at the rate per annum of 5.50% on the Liquidation Preference per share of Mandatory Convertible Preferred Stock (the “Dividend Rate”) (equivalent to $5.50 per annum per share), payable in cash, by delivery of shares of Common Stock or through any combination of cash and shares of Common Stock, as determined by the Corporation in its sole discretion (subject to the limitations described below). Declared dividends on the Mandatory Convertible Preferred Stock shall be payable quarterly on each Dividend Payment Date at such annual rate, and dividends shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Initial Issue Date, whether or not in any Dividend Period or Dividend Periods there have been funds legally available for the payment of such dividends. Declared dividends shall be payable on the relevant Dividend Payment Date to Record Holders on the immediately preceding Record Date, whether or not the shares held by such Record Holders on such Record Date are converted after such Record Date and on or prior to the immediately succeeding Dividend Payment Date. If a Dividend Payment Date is not a Business Day, payment shall be made on the next succeeding Business Day, without any interest or other payment in lieu of interest accruing with respect to this delay.

The amount of dividends payable on each share of Mandatory Convertible Preferred Stock for each full Dividend Period (after the initial Dividend Period) shall be computed by dividing the Dividend Rate by four. Dividends payable on the Mandatory Convertible Preferred Stock for the initial Dividend Period and any partial Dividend Period shall be computed based upon the actual number of days elapsed during such period over a 360-day year (consisting of twelve 30-day months). Accumulated dividends shall not bear interest if they are paid subsequent to the applicable Dividend Payment Date.

No dividend shall be declared or paid upon, or any sum or number of shares of Common Stock set apart for the payment of dividends upon, any outstanding share of Mandatory Convertible Preferred Stock with respect to any Dividend Period unless all dividends for all preceding Dividend Periods have been declared and paid upon, or a sufficient sum or number of shares of Common Stock have been set apart for the payment of such dividends upon, all outstanding shares of Mandatory Convertible Preferred Stock.

Holders shall not be entitled to any dividends on the Mandatory Convertible Preferred Stock, whether payable in cash, property or shares of Common Stock, in excess of full cumulative dividends.

Except as described in this Section 3(a), dividends on any share of Mandatory Convertible Preferred Stock converted to Common Stock shall cease to accumulate on the Mandatory Conversion Date, the Fundamental Change Conversion Date or the Early Conversion Date (each, a “Conversion Date”), as applicable.

(a)    Priority of Dividends. So long as any share of the Mandatory Convertible Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on Common Stock or any other shares of Junior Stock, and no Common Stock or other Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its subsidiaries unless all accumulated and unpaid dividends for all preceding Dividend Periods have been declared and paid upon, or a sufficient sum or number of shares of Common Stock have been set apart for the payment of such dividends upon, all outstanding shares of Mandatory Convertible Preferred Stock. The foregoing limitation shall not apply to (i) a dividend payable on any Common Stock or other Junior Stock in shares of any Common Stock or other Junior Stock, or to the acquisition of shares of any Common Stock or other Junior Stock in exchange for, or through application of the proceeds of the sale of, shares of any Common Stock or other Junior Stock; (ii) purchases of fractional interests in shares of any Common Stock or other Junior Stock pursuant to the conversion or exchange provisions of such shares of other Junior Stock or any securities exchangeable for or convertible into such shares of Common Stock or other Junior Stock; (iii) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan in the ordinary course of business, including, without limitation, the forfeiture of unvested shares of restricted stock or share withholdings upon exercise, delivery or vesting of equity awards granted to officers, directors and employees; (iv) any dividends or distributions of rights or Common Stock or other Junior Stock in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; (v) the acquisition by the Corporation or any of its subsidiaries of record ownership in Common Stock or other Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Corporation or any of its subsidiaries), including as trustees or custodians; and (vi) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock.

When dividends on Shares of Mandatory Convertible Preferred Stock have not been paid in full on any Dividend Payment Date or declared and a sum or number of shares of Common Stock sufficient for payment thereof set aside for the benefit of the Holders thereof on the applicable Record Date, no dividends may be declared or paid on any Parity Stock unless dividends are declared on the Mandatory Convertible Preferred Stock such that the respective amounts of such dividends declared on the Mandatory Convertible Preferred Stock and each such other class or series of Parity Stock shall bear the same ratio to each other as all accumulated and unpaid dividends per share on the shares of the Mandatory Convertible Preferred Stock and such class or series of Parity Stock (subject to their having been declared by the Board of Directors (or an authorized committee thereof) out of legally available funds) bear to each other; provided that any unpaid dividends will continue to accumulate.

Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors (or an authorized committee thereof) may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and Holders shall not be entitled to participate in any such dividends.

(b)    Method of Payment of Dividends. (1) Subject to the limitations described below, any declared dividend (or any portion of any declared dividend) on the Mandatory Convertible Preferred Stock, whether or not for a current Dividend Period or any prior Dividend Period, may be paid by the Corporation, as determined in the Corporation’s sole discretion:

(A)    in cash;

(B)    by delivery of shares of Common Stock; or

(C)    through any combination of cash and shares of Common Stock.

(ii)    Each payment of a declared dividend on the Mandatory Convertible Preferred Stock shall be made in cash, except to the extent the Corporation timely elects to make all or any portion of such payment in shares of Common Stock. The Corporation shall give notice to Holders of any such election and the portions of such payment that will be made in cash and in Common Stock no later than 10 Scheduled Trading Days prior to the Dividend Payment Date for such dividend.

(iii)    Any shares of Common Stock issued in payment or partial payment of a declared dividend shall be valued for such purpose at the Average VWAP per share of Common Stock over the five consecutive Trading Day period ending on the second Trading Day immediately preceding the applicable Dividend Payment Date (the “Five-DayAverage Price”), multiplied by 97%.

(c)    No fractional shares of Common Stock shall be delivered by the Corporation to Holders in payment or partial payment of a dividend. A cash adjustment shall be paid by the Corporation to each Holder that would otherwise be entitled to receive a fraction of a share of Common Stock based on the Average VWAP per share of the Common Stock over the five consecutive Trading Day period ending on the second Trading Day immediately preceding the relevant Dividend Payment Date.

(d)    Notwithstanding the foregoing, in no event shall the number of shares of Common Stock to be delivered in connection with any declared dividend exceed a number equal to the total dividend payment divided by $17.50, subject to adjustment in a manner inversely proportional to any anti-dilution adjustment to each Fixed Conversion Rate as set forth in Section 13 (such dollar amount, as adjusted from time to time, the “Floor Price”). To the extent that the amount of any declared dividend exceeds the product of the number of shares of Common Stock delivered in connection with such declared dividend and 97% of the Five-Day Average Price, the Corporation shall, if it is legally able to do so, notwithstanding any notice by the Corporation to the contrary, pay such excess amount in cash.

(e)    To the extent that the Corporation, in its reasonable judgment, determines that a Shelf Registration Statement is required in connection with the issuance of, or for resales of, Common Stock issued as payment of a dividend, including dividends paid in connection with a conversion, the Corporation shall, to the extent such a Shelf Registration Statement is not currently filed and effective, use its reasonable best efforts to file and maintain the effectiveness of such a Shelf Registration Statement until the earlier of such time as all such shares of Common Stock have been resold thereunder and such time as all such shares are freely tradable without registration. To the extent applicable, the Corporation shall also use its reasonable best efforts to have such shares of Common Stock qualified or registered under applicable state securities laws, if required, and approved for listing on the New York Stock Exchange (or if the Common Stock is not then listed on the New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed).

SECTION 4. Liquidation, Dissolution or Winding Up. (1) In the event of any liquidation, winding-up or dissolution of the Corporation, whether voluntary or involuntary, each Holder shall be entitled to receive the Liquidation Preference per share of Mandatory Convertible Preferred Stock, plus an amount (the “Liquidation

Dividend Amount”) equal to accumulated and unpaid dividends on such shares to (but excluding) the date fixed for liquidation, winding-up or dissolution to be paid out of the assets of the Corporation available for distribution to its stockholders, after satisfaction of liabilities owed to the Corporation’s creditors and holders of any Senior Stock and before any payment or distribution is made to holders of any Junior Stock, including, without limitation, Common Stock.

(a)    Neither the sale (for cash, shares of stock, securities or other consideration) of all or substantially all of the assets or business of the Corporation (other than in connection with the liquidation, winding-up or dissolution of the Corporation), nor the merger or consolidation of the Corporation into or with any other Person, shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, of the Corporation for the purposes of this Section 4.

(b)    If, upon the voluntary or involuntary liquidation, winding-up or dissolution of the Corporation, the amounts payable with respect to (1) the Liquidation Preference plus the Liquidation Dividend Amount of the Mandatory Convertible Preferred Stock and (2) the liquidation preference of, and the amount of accumulated and unpaid dividends to, but excluding, the date fixed for liquidation, dissolution or winding up, on, all Parity Stock are not paid in full, the Holders and all holders of any Parity Stock shall share equally and ratably in any distribution of the Corporation’s assets in proportion to the respective liquidation preferences and amounts equal to the accumulated and unpaid dividends to which they are entitled.

(c)    After the payment to any Holder of the full amount of the Liquidation Preference and the Liquidation Dividend Amount for each of such Holder’s shares of Mandatory Convertible Preferred Stock, such Holder as such shall have no right or claim to any of the remaining assets of the Corporation.

SECTION 5. No Redemption; No Sinking Fund. The Mandatory Convertible Preferred Stock shall not be subject to any redemption, sinking fund or other similar provisions.

SECTION 6. Voting Rights.

(a)    General. Holders shall not have any voting rights except as set forth in this Section 6 or as otherwise from time to time required by Delaware law.

(b)    Right to Elect Two Directors Upon Nonpayment. (1) Whenever dividends on any shares of Mandatory Convertible Preferred Stock have not been declared and paid for the equivalent of six or more Dividend Periods, whether or not for consecutive Dividend Periods (a “Nonpayment”), the Holders, voting together as a single class with holders of any and all other series of Voting Preferred Stock then outstanding, shall be entitled at the Corporation’s next special or annual meeting of stockholders to vote for the election of a total of two additional members of the Board of Directors (the “Preferred Stock Directors”); provided thatthe election of any such directors will not cause the Corporation to violate the corporate governance requirements of the New York Stock Exchange (or any other exchange or automated quotation system on which the Corporation’s securities may be listed or quoted) that requires listed or quoted companies to have a majority of independent directors; and provided further that the Board of Directors shall, at no time, include more than two Preferred Stock Directors. In the event of a Nonpayment, the number of directors then constituting the Board of Directors shall be increased by two, and the new directors shall be elected at a special meeting of stockholders called at the request of the holders of record of at least 20% of the shares of Mandatory Convertible Preferred Stock or of any other series of Voting Preferred Stock (provided that such request is received at least 90 calendar days before the date fixed for the next annual or special meeting of the stockholders, failing which such election shall be held at such next annual or special meeting of stockholders), and at each subsequent annual meeting, so long as the Holders continue to have such voting rights. Whether a plurality, majority or other portion of the Mandatory Convertible Preferred Stock and any other Voting Preferred Stock have been voted in favor of any matter shall be determined by reference to the respective liquidation preference amounts of the Mandatory Convertible Preferred Stock and such other Voting Preferred Stock voted.

(i)    Any request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment shall be made by written notice, signed by the requisite holders of Mandatory

Convertible Preferred Stock or Voting Preferred Stock then outstanding, and delivered to the Corporation in such manner as provided for in Section 16 below, or as may otherwise be required by law.

(ii)    If and when all accumulated and unpaid dividends on the Mandatory Convertible Preferred Stock have been paid in full, or declared and a sum sufficient for such payment shall have been set aside (a “Nonpayment Remedy”), the Holders shall immediately and, without any further action by the Corporation, be divested of the foregoing voting rights, subject to the revesting of such rights in the event of each subsequent Nonpayment. If such voting rights for the Holders and all other holders of Voting Preferred Stock shall have terminated, the term of office of each Preferred Stock Director so elected shall terminate at such time and the number of directors on the Board of Directors shall automatically decrease by two.

(iii)    Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Mandatory Convertible Preferred Stock and Voting Preferred Stock (voting together as a single class), when they have the voting rights described above. In the event that a Nonpayment shall have occurred and there has not been a Nonpayment Remedy, any vacancy in the office of a Preferred Stock Director (other than prior to the initial election of Preferred Stock Directors after a Nonpayment) may be filled by the written consent of the Preferred Stock Director remaining in office or, if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of the Mandatory Convertible Preferred Stock and any other shares of Voting Preferred Stock then outstanding (voting together as a single class) when they have the voting rights described above; provided thatthe filling of each vacancy will not cause the Corporation to violate the corporate governance requirements of the New York Stock Exchange (or any other exchange or automated quotation system on which the Corporation’s securities may be listed or quoted) that requires listed or quoted companies to have a majority of independent directors. Any such vote of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director may be taken only at a special meeting of such stockholders, called as provided above for an initial election of Preferred Stock Directors after a Nonpayment (provided that such request is received at least 90 calendar days before the date fixed for the next annual or special meeting of the stockholders, failing which election shall be held at such next annual or special meeting of stockholders). The Preferred Stock Directors shall each be entitled to one vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock Director elected at any special meeting of stockholders or by written consent of the other Preferred Stock Director shall hold office until the next annual meeting of the stockholders if such office shall not have previously terminated and such Preferred Stock Director shall not have been removed from such office, in each case as above provided.

(c)    Other Voting Rights. So long as any shares of Mandatory Convertible Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Amended and Restated Certificate of Incorporation, the affirmative vote or consent of the holders of at least two-thirds of the shares of Mandatory Convertible Preferred Stock and all other series of Voting Preferred Stock (subject to the last paragraph of this Section 6(c)) at the time outstanding and entitled to vote thereon, voting together as a single class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

(i)    Authorization of Senior Stock. Any amendment or alteration of the Amended and Restated Certificate of Incorporation or this Certificate of Designations so as to authorize or create, or increase the authorized amount of, any specific class or series of stock of the Corporation ranking senior to the Mandatory Convertible Preferred Stock with respect to either or both the payment of dividends or the distribution of the Corporation’s assets on any liquidation, dissolution or winding up of the Corporation;

(ii)    Amendment of Mandatory Convertible Preferred Stock. Any amendment, alteration or repeal of any provision of the Amended and Restated Certificate of Incorporation or this Certificate of Designations so as to adversely affect the special rights, preferences, privileges or voting powers of the Mandatory Convertible Preferred Stock; or

(iii)    Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or reclassification involving the Mandatory Convertible Preferred Stock, or of a merger or consolidation of the Corporation with or into another corporation or other entity, unless in each case (x) the shares of Mandatory Convertible Preferred Stock remain outstanding and are not amended in any respect or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares of Mandatory Convertible Preferred Stock remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Mandatory Convertible Preferred Stock immediately prior to such consummation, taken as a whole;

provided, however, that for all purposes of this Section 6(c), (1) any increase in the amount of the Corporation’s authorized but unissued shares of Preferred Stock, (2) any increase in the amount of the Corporation’s authorized or issued shares of Mandatory Convertible Preferred Stock and (3) the creation and issuance, or an increase in the authorized or issued amount, of any other series of Preferred Stock ranking equally with or junior to the Mandatory Convertible Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon the liquidation, dissolution or winding up of the Corporation, shall be deemed not to adversely affect the special rights, preferences, privileges or voting powers, and the limitations and restrictions thereof, of the Mandatory Convertible Preferred Stock, and shall not require the affirmative vote or consent of Holders.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 6(c) would adversely affect one or more but not all series of Voting Preferred Stock (which term shall include the Mandatory Convertible Preferred Stock for the purpose of this paragraph), then only the series of Voting Preferred Stock adversely affected and entitled to vote shall vote as a class in lieu of all other series of Voting Preferred Stock.

(d)    Change for Clarification. Without the consent of the Holders, so long as such action does not adversely affect the special rights, preferences, privileges or voting powers, and limitations and restrictions thereof, of the Mandatory Convertible Preferred Stock, the Corporation may amend, alter, supplement or repeal any terms of the Mandatory Convertible Preferred Stock:

(i)    to cure any ambiguity or mistake, or to correct or supplement any provision contained in this Certificate of Designations that may be defective or inconsistent with any other provision contained in this Certificate of Designations; or

(ii)    to make any provision with respect to matters or questions relating to the Mandatory Convertible Preferred Stock that is not inconsistent with the provisions of this Certificate of Designations.

(e)    Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the Holders (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other procedural aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Amended and Restated Certificate of Incorporation, the Bylaws, applicable law and the rules of any national securities exchange or other trading facility on which the Mandatory Convertible Preferred Stock is listed or traded at the time.

SECTION 7. Mandatory Conversion on the Mandatory Conversion Date. (1) Each share of Mandatory Convertible Preferred Stock shall automatically convert (unless previously converted at the option of the Holder in accordance with Section 8 or pursuant to an exercise of a Fundamental Change Conversion right pursuant to Section 9) on the Mandatory Conversion Date (“Mandatory Conversion”), into a number of shares of Common Stock equal to the Mandatory Conversion Rate.

(a)    The “Mandatory Conversion Rate” shall, subject to adjustment in accordance with Section 7(c), be as follows:

(iv)    if the Applicable Market Value is greater than $60.00 (the “Threshold Appreciation Price”), then the Mandatory Conversion Rate shall be equal to 1.6667 shares of Common Stock per share of Mandatory Convertible Preferred Stock (the “Minimum Conversion Rate”);

(v)    if the Applicable Market Value is less than or equal to the Threshold Appreciation Price but equal to or greater than $50.00 (the “Initial Price”), then the Mandatory Conversion Rate per share of Mandatory Convertible Preferred Stock shall be equal to the Liquidation Preference divided by the Applicable Market Value; or

(vi)    if the Applicable Market Value is less than the Initial Price, then the Mandatory Conversion Rate shall be equal to 2.0000 shares of Common Stock per share of Mandatory Convertible Preferred Stock (the “Maximum Conversion Rate”);

provided that the Fixed Conversion Rates, the Threshold Appreciation Price, the Initial Price and the Applicable Market Value are each subject to adjustment in accordance with the provisions of Section 13.

(b)    If on or prior to the Record Date immediately preceding the Mandatory Conversion Date the Corporation has not declared all or any portion of the accumulated and unpaid dividends on the Mandatory Convertible Preferred Stock, the Mandatory Conversion Rate shall be adjusted so that Holders receive an additional number of shares of Common Stock equal to the amount of accumulated and unpaid dividends that have not been declared (“Mandatory Conversion Additional Conversion Amount”) divided by the greater of the Floor Price and 97% of the Five-Day Average Price. To the extent that the Mandatory Conversion Additional Conversion Amount exceeds the product of such number of additional shares and 97% of the Five-Day Average Price, the Corporation shall, if the Corporation is legally able to do so, declare and pay such excess amount in cash pro rata to the Holders.

SECTION 8. Early Conversion at the Option of the Holder. (1) Other than during a Fundamental Change Conversion Period, the Holders shall have the right to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of Mandatory Convertible Preferred Stock), at any time prior to the Mandatory Conversion Date (“Early Conversion”), into shares of Common Stock at the Minimum Conversion Rate, subject to adjustment as described in Section 13 and to satisfaction of the conversion procedures set forth in Section 10.

(a)    If as of any Early Conversion Date the Corporation has not declared all or any portion of the accumulated and unpaid dividends for all full Dividend Periods ending on a Dividend Payment Date prior to such Early Conversion Date, the Minimum Conversion Rate shall be adjusted, with respect to the relevant Early Conversion, so that the converting Holder receives an additional number of shares of Common Stock equal to the amount of accumulated and unpaid dividends that have not been declared for such full Dividend Periods (the “Early Conversion Additional Conversion Amount”), divided by the greater of the Floor Price and the Average VWAP per share of the Common Stock over the 20 consecutive Trading Day period ending on, and including, the third Trading Day immediately preceding the Early Conversion Date (such average being referred to as the “Early Conversion Average Price”). For the avoidance of doubt, to the extent that the Early Conversion Additional Conversion Amount exceeds the product of the number of additional shares and the Early Conversion Average Price, the Company will not have any obligation to pay the shortfall in cash. Except as described in the first sentence of this Section 8(b), upon any Early Conversion of any shares of the Mandatory Convertible Preferred Stock, the Corporation shall make no payment or allowance for undeclared dividends on such shares of the Mandatory Convertible Preferred Stock, unless such Early Conversion occurs after the Record Date for a declared dividend and on or prior to the immediately succeeding Dividend Payment Date, in which case the Corporation shall pay such dividend on such Dividend Payment Date to the Record Holder of the converted shares as of such Record Date, in accordance with Section 3.

SECTION 9. Fundamental Change Conversion. (1) If a Fundamental Change occurs on or prior to the Mandatory Conversion Date, the Holders shall have the right to (i) convert their shares of Mandatory Convertible

Preferred Stock, in whole or in part (but in no event less than one share of Mandatory Convertible Preferred Stock) (any such conversion pursuant to this Section 9(a) being a “Fundamental Change Conversion”) at any time during the period (the “Fundamental Change Conversion Period”) that begins on the effective date of such Fundamental Change (the “Effective Date”) and ends at 5:00 p.m., New York City time, on the date that is 20 calendar days after the Effective Date (or, if earlier, the Mandatory Conversion Date) into a number of shares of Common Stock equal to the Fundamental Change Conversion Rate per share of Mandatory Convertible Preferred Stock, (ii) with respect to such converted shares, receive an amount equal to the present value, calculated using a discount rate of 5.50% per annum, of all dividend payments on such shares (excluding any Accumulated Dividend Amount) for all the remaining full Dividend Periods and for the partial Dividend Period from and including such Effective Date to but excluding the next Dividend Payment Date (the “Fundamental Change Dividend Make-whole Amount”); and (iii) with respect to such converted shares, to the extent that, as of such Effective Date, there is any Accumulated Dividend Amount, receive payment of the Accumulated Dividend Amount, in the case of clauses (ii) and (iii), subject to the Corporation’s right to deliver shares of Common Stock in lieu of all or part of such amounts as set forth in clause (d) below; provided thatif such Effective Date or the relevant Fundamental Change Conversion Date falls after the Record Date for a declared dividend and prior to the next Dividend Payment Date, the Corporation shall pay such dividend on such Dividend Payment Date to the Record Holders as of such Record Date, in accordance with Section 3, and such dividend shall not be included in the Accumulated Dividend Amount, and the Fundamental Change Dividend Make-whole Amount shall not include the present value of the payment of such dividend.

(a)    On or before the twentieth calendar day prior to the anticipated Effective Date or, if such prior notice is not practicable, no later than the actual Effective Date, a written notice (the “Fundamental Change Notice”) shall be sent by or on behalf of the Corporation, by first-class mail, postage prepaid, to the Holders. Such notice shall state:

(iii)    the event causing the Fundamental Change;

(iv)    the anticipated Effective Date or actual Effective Date, as the case may be;

(v)    that Holders shall have the right to effect a Fundamental Change Conversion in connection with such Fundamental Change during the Fundamental Change Conversion Period;

(vi)    the Fundamental Change Conversion Period; and

(vii)    the instructions a Holder must follow to effect a Fundamental Change Conversion in connection with such Fundamental Change.

If the Corporation notifies Holders of a Fundamental Change later than the twentieth calendar day prior to the Effective Date of such Fundamental Change, the Fundamental Change Conversion Period shall be extended by a number of days equal to the number of days from, and including, the twentieth calendar day prior to such Effective Date to, but excluding, the date of such notice; provided that the Fundamental Change Conversion Period shall not be extended beyond the Mandatory Conversion Date.

(b)    Not later than the second Business Day following the Effective Date of a Fundamental Change, the Corporation shall notify Holders of:

(i)    the Fundamental Change Conversion Rate;

(ii)    the Fundamental Change Dividend Make-whole Amount and whether the Corporation will pay such amount, or any portion thereof, in shares of Common Stock and, if applicable, the portion of such amount that will be paid in Common Stock; and

(iii)    the Accumulated Dividend Amount and whether the Corporation will pay such amount, or any portion thereof, in shares of Common Stock and, if applicable, the portion of such amount that will be paid in Common Stock.

(c)    (1) For any shares of Mandatory Convertible Preferred Stock that are converted during the Fundamental Change Conversion Period, subject to the limitations described below, the Corporation may pay the Fundamental Change Dividend Make-whole Amount and the Accumulated Dividend Amount, determined in the Corporation’s sole discretion:

(A)    in cash;

(B)    by delivery of shares of Common Stock; or

(C)    through any combination of cash and shares of Common Stock.

(ii)    The Corporation shall pay the Fundamental Change Dividend Make-whole Amount and the Accumulated Dividend Amount in cash, except to the extent the Corporation elects on or prior to the second Business Day following the Effective Date of a Fundamental Change to make all or any portion of such payments in shares of Common Stock. If the Corporation elects to make any such payment, or any portion thereof, in shares of Common Stock, such shares shall be valued for such purpose at 97% of the applicable Stock Price.

(iii)    No fractional shares of Common Stock shall be delivered by the Corporation to converting Holders in respect of the Fundamental Change Dividend Make-whole Amount or the Accumulated Dividend Amount. A cash adjustment shall be paid by the Corporation to each Holder that would otherwise be entitled to receive a fraction of a share of Common Stock based on the Average VWAP per share of Common Stock over the five consecutive Trading Day period ending on, and including, the second Trading Day immediately preceding the relevant Conversion Date.

(iv)    Notwithstanding the foregoing, in no event shall the number of shares of Common Stock delivered in connection with the Fundamental Change Dividend Make-whole Amount and the Accumulated Dividend Amount, in the aggregate, exceed a number equal to the sum of such amounts (the “Additional Fundamental Change Amount”), divided by the greater of the Floor Price and 97% of the applicable Stock Price. To the extent that the Additional Fundamental Change Amount exceeds the product of the number of shares of Common Stock delivered in respect of such Additional Fundamental Change Amount and 97% of the applicable Stock Price, the Corporation shall, if the Corporation is legally able to do so, notwithstanding any notice by the Corporation to the contrary, pay such excess amount in cash.

SECTION 10. Conversion Procedures. (1) Pursuant to Section 7, on the Mandatory Conversion Date, any outstanding shares of Mandatory Convertible Preferred Stock shall automatically convert into shares of Common Stock. The person or persons entitled to receive the shares of Common Stock issuable upon mandatory conversion of the Mandatory Convertible Preferred Stock shall be treated as the record holder(s) of such shares of Common Stock as of 5:00 p.m., New York City time, on the Mandatory Conversion Date. Except as provided under Section 13(c)(iii) and Section 13(c)(v), prior to 5:00 p.m., New York City time, on the Mandatory Conversion Date, the shares of Common Stock issuable upon conversion of the Mandatory Convertible Preferred Stock shall not be deemed to be outstanding for any purpose and Holders shall have no rights with respect to such shares of Common Stock, including voting rights, rights to respond to tender offers and rights to receive any dividends or other distributions on the Common Stock, by virtue of holding the Mandatory Convertible Preferred Stock.

(a)    To effect an Early Conversion pursuant to Section 8, a Holder who

(iv)    holds a beneficial interest in a Global Preferred Share must deliver to DTC the appropriate instruction form for conversion pursuant to DTC’s conversion program and, if required, pay all transfer or similar taxes or duties, if any; or

(v)    holds shares of Mandatory Convertible Preferred Stock in definitive, certificated form must:

(A)    complete and manually sign the conversion notice on the back of the Mandatory Convertible Preferred Stock certificate or a facsimile of such conversion notice;

(B)    deliver the completed conversion notice and the certificated shares of Mandatory Convertible Preferred Stock to be converted to the Conversion and Dividend Disbursing Agent;

(C)    if required, furnish appropriate endorsements and transfer documents; and

(D)    if required, pay all transfer or similar taxes or duties, if any.

The Early Conversion shall be effective on the date on which a Holder has satisfied the foregoing requirements, to the extent applicable (“Early Conversion Date”). A Holder shall not be required to pay any transfer or similar taxes or duties relating to the issuance or delivery of Common Stock if such Holder exercises its conversion rights, but such Holder shall be required to pay any transfer or similar tax or duty that may be payable relating to any transfer involved in the issuance or delivery of Common Stock in a name other than the name of such Holder. A certificate representing the shares of Common Stock issuable upon conversion shall be issued and delivered to the converting Holder or, if the Mandatory Convertible Preferred Stock being converted is in book-entry form, the shares of Common Stock issuable upon conversion shall be delivered to the converting Holder through book-entry transfer through the facilities of the Depositary, in each case together with delivery by the Corporation to the converting Holder of any cash to which the converting Holder is entitled, on the later of the third Business Day immediately succeeding the Early Conversion Date and the Business Day after the Holder has paid in full all applicable taxes and duties, if any.

The person or persons entitled to receive the shares of Common Stock issuable upon Early Conversion shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of 5:00 p.m., New York City time, on the applicable Early Conversion Date. Except as set forth in Section 13(c)(iii) and Section 13(c)(v), prior to 5:00 p.m., New York City time on such applicable Early Conversion Date, the shares of Common Stock issuable upon conversion of any shares of Mandatory Convertible Preferred Stock shall not be deemed to be outstanding for any purpose, and Holders shall have no rights with respect to such shares of Common Stock (including voting rights, rights to respond to tender offers for the Common Stock and rights to receive any dividends or other distributions on the Common Stock) by virtue of holding shares of Mandatory Convertible Preferred Stock.

In the event that an Early Conversion is effected with respect to shares of Mandatory Convertible Preferred Stock representing less than all the shares of Mandatory Convertible Preferred Stock held by a Holder, upon such Early Conversion the Corporation shall execute and instruct the Registrar and Transfer Agent to countersign and deliver to the Holder thereof, at the expense of the Corporation, a certificate evidencing the shares of Mandatory Convertible Preferred Stock as to which Early Conversion was not effected, or, if the Mandatory Convertible Preferred Stock is held in book-entry form, the Corporation shall cause the Transfer Agent and Registrar to reduce the number of shares of Mandatory Convertible Preferred Stock represented by the global certificate by making a notation on Schedule I attached to the global certificate.

(b)    To effect a Fundamental Change Conversion pursuant to Section 9, a Holder who

(v)    holds a beneficial interest in a Global Preferred Share must deliver to DTC the appropriate instruction form for conversion pursuant to DTC’s conversion program and, if required, pay all transfer or similar taxes or duties, if any; or

(vi)    holds shares of Mandatory Convertible Preferred Stock in definitive, certificated form must:

(A)    complete and manually sign the conversion notice on the back of the Mandatory Convertible Preferred Stock certificate or a facsimile of such conversion notice;

(B)    deliver the completed conversion notice and the certificated shares of Mandatory Convertible Preferred Stock to be converted to the Conversion and Dividend Disbursing Agent;

(C)    if required, furnish appropriate endorsements and transfer documents; and

(D)    if required, pay all transfer or similar taxes or duties, if any.

The Fundamental Change Conversion shall be effective on the date on which a Holder has satisfied the foregoing requirements, to the extent applicable (the “Fundamental Change Conversion Date”). A Holder shall not be required to pay any transfer or similar taxes or duties relating to the issuance or delivery of Common Stock if such Holder exercises its conversion rights, but such Holder shall be required to pay any transfer or similar tax or duty that may be payable relating to any transfer involved in the issuance or delivery of Common Stock in a name other than the name of such Holder. A certificate representing the shares of Common Stock issuable upon conversion shall be issued and delivered to the converting Holder or, if the Mandatory Convertible Preferred Stock being converted is in book-entry form, the shares of Common Stock issuable upon conversion shall be delivered to the converting Holder through book-entry transfer through the facilities of the Depositary, in each case together with delivery by the Corporation to the converting Holder of any cash to which the converting Holder is entitled, on the later of the third Business Day immediately succeeding the Fundamental Change Conversion Date and the Business Day after the Holder has paid in full all applicable taxes and duties, if any.

The person or persons entitled to receive the shares of Common Stock issuable upon such Fundamental Change Conversion shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of 5:00 p.m., New York City time, on the applicable Fundamental Change Conversion Date. Except as set forth in Section 13(c)(iii) and Section 13(c)(v), prior to 5:00 p.m., New York City time on such applicable Fundamental Change Conversion Date, the shares of Common Stock issuable upon conversion of any shares of Mandatory Convertible Preferred Stock shall not be deemed to be outstanding for any purpose, and Holders shall have no rights with respect to the Common Stock (including voting rights, rights to respond to tender offers for the Common Stock and rights to receive any dividends or other distributions on the Common Stock) by virtue of holding shares of Mandatory Convertible Preferred Stock.

In the event that a Fundamental Change Conversion is effected with respect to shares of Mandatory Convertible Preferred Stock representing less than all the shares of Mandatory Convertible Preferred Stock held by a Holder, upon such Fundamental Change Conversion the Corporation shall execute and instruct the Registrar and Transfer Agent to countersign and deliver to the Holder thereof, at the expense of the Corporation, a certificate evidencing the shares of Mandatory Convertible Preferred Stock as to which Fundamental Change Conversion was not effected, or, if the Mandatory Convertible Preferred Stock is held in book-entry form, the Corporation shall cause the Transfer Agent and Registrar to reduce the number of shares of Mandatory Convertible Preferred Stock represented by the global certificate by making a notation on Schedule I attached to the global certificate.

(c)    In the event that a Holder shall not by written notice designate the name in which shares of Common Stock to be issued upon conversion of such Mandatory Convertible Preferred Stock should be registered or, if applicable, the address to which the certificate or certificates representing such shares of Common Stock should be sent, the Corporation shall be entitled to register such shares, and make such payment, in the name of the Holder as shown on the records of the Corporation and, if applicable, to send the certificate or certificates representing such shares of Common Stock to the address of such Holder shown on the records of the Corporation.

(d)    Shares of Mandatory Convertible Preferred Stock shall cease to be outstanding on the applicable Conversion Date, subject to the right of Holders of such shares to receive shares of Common Stock issuable upon conversion of such shares of Mandatory Convertible Preferred Stock and other amounts and shares of Common Stock, if any, to which they are entitled pursuant to Sections 7, 8 or 9, as applicable and, if the applicable Conversion Date occurs after the Record Date for a declared dividend and prior to the immediately succeeding Dividend Payment Date, subject to the right of the Record Holders of such shares on such Record Date to receive payment of such declared dividend on such Dividend Payment Date pursuant to Section 3.

SECTION 11. Reservation of Common Stock. (1) The Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock or shares of Common Stock held in the treasury of the Corporation, solely for issuance upon the conversion of shares of Mandatory Convertible Preferred Stock as herein provided, free from any preemptive or other similar rights, a number of shares of Common Stock equal to the product of the Maximum Conversion Rate then in effect and the number of shares of Mandatory Convertible Preferred Stock then outstanding. For purposes of this Section 11(a), the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of Mandatory Convertible Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder.

(a)    Notwithstanding the foregoing, the Corporation shall be entitled to deliver upon conversion of shares of Mandatory Convertible Preferred Stock, as herein provided, shares of Common Stock reacquired and held in the treasury of the Corporation (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).

(b)    All shares of Common Stock delivered upon conversion of the Mandatory Convertible Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).

(c)    Prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of the Mandatory Convertible Preferred Stock, the Corporation shall use reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

(d)    The Corporation hereby covenants and agrees that, if at any time the Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange or automated quotation system, the Corporation shall, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all Common Stock issuable upon conversion of, or issuable in respect of the payment of dividends, the Accumulated Dividend Amount or the Fundamental Change Dividend Make-whole Amount on, the Mandatory Convertible Preferred Stock; provided,however, that if the rules of such exchange or automated quotation system permit the Corporation to defer the listing of such Common Stock until the first conversion of Mandatory Convertible Preferred Stock into Common Stock in accordance with the provisions hereof, the Corporation covenants to list such Common Stock issuable upon the first conversion of the Mandatory Convertible Preferred Stock in accordance with the requirements of such exchange or automated quotation system at such time.

SECTION 12. Fractional Shares. (1) No fractional shares of Common Stock shall be issued as a result of any conversion of shares of Mandatory Convertible Preferred Stock.

(a)    In lieu of any fractional share of Common Stock otherwise issuable in respect of any mandatory conversion pursuant to Section 7 or a conversion at the option of the Holder pursuant to Section 8 or Section 9, the Corporation shall pay an amount in cash (computed to the nearest cent) equal to the product of (i) that same fraction and (ii) the Average VWAP per share of the Common Stock over the five consecutive Trading Day period ending on, and including, the second Trading Day immediately preceding the Mandatory Conversion Date, Fundamental Change Conversion Date or Early Conversion Date, as applicable.

(b)    If more than one share of the Mandatory Convertible Preferred Stock is surrendered for conversion at one time by or for the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of the Mandatory Convertible Preferred Stock so surrendered.

SECTION 13. Anti-Dilution Adjustments to the Fixed Conversion Rates. (1) Each Fixed Conversion Rate shall be subject to the following adjustments:

(i)    Stock Dividends and Distributions. If the Corporation issues Common Stock to all or substantially all holders of Common Stock as a dividend or other distribution, each Fixed Conversion Rate in effect at 5:00 p.m., New York City time, on the date fixed for determination of the holders of Common Stock entitled to receive such dividend or other distribution shall be divided by a fraction:

(A)    the numerator of which is the number of shares of Common Stock outstanding at 5:00 p.m., New York City time, on the date fixed for such determination, and

(B)    the denominator of which is the sum of the number of shares of Common Stock outstanding at 5:00 p.m., New York City time, on the date fixed for such determination and the total number of shares of Common Stock constituting such dividend or other distribution.

Any adjustment made pursuant to this clause (i) shall become effective immediately after 5:00 p.m., New York City time, on the date fixed for such determination. If any dividend or distribution described in this clause (i) is declared but not so paid or made, each Fixed Conversion Rate shall be readjusted, effective as of the date the Board of Directors (or an authorized committee thereof) publicly announces its decision not to make such dividend or distribution, to such Fixed Conversion Rate that would be in effect if such dividend or distribution had not been declared. For the purposes of this clause (i), the number of shares of Common Stock outstanding at 5:00 p.m., New York City time, on the date fixed for such determination shall not include shares held in treasury by the Corporation but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Corporation shall not pay any dividend or make any distribution on shares of Common Stock held in treasury by the Corporation.

(ii)    Issuance of Stock Purchase Rights. If the Corporation issues to all or substantially all holders of Common Stock rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans), entitling such holders, for a period of up to 45 calendar days from the date of issuance of such rights or warrants, to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price, each Fixed Conversion Rate in effect at 5:00 p.m., New York City time, on the date fixed for determination of the holders of Common Stock entitled to receive such rights or warrants shall be increased by multiplying such Fixed Conversion Rate by a fraction:

(E)    the numerator of which is the sum of the number of shares of Common Stock outstanding at 5:00 p.m., New York City time, on the date fixed for such determination and the number of shares of Common Stock issuable pursuant to such rights or warrants, and

(F)    the denominator of which shall be the sum of the number of shares of Common Stock outstanding at 5:00 p.m., New York City time, on the date fixed for such determination and the number of shares of Common Stock equal to the quotient of the aggregate offering price payable to exercise such rights or warrants divided by the Current Market Price.

Any adjustment made pursuant to this clause (ii) shall become effective immediately after 5:00 p.m., New York City time, on the date fixed for such determination. In the event that such rights or warrants described in this clause (ii) are not so issued, each Fixed Conversion Rate shall be readjusted, effective as of the date the Board of Directors (or an authorized committee thereof) publicly announces its decision not to issue such rights or warrants, to such Fixed Conversion Rate that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, each Fixed Conversion Rate shall be readjusted to such Fixed Conversion Rate that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining whether any rights or warrants entitle the holders thereof to subscribe for or purchase shares of Common Stock at less than the Current Market Price, and in determining the aggregate offering price payable to exercise such rights or warrants, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be determined by the Board of Directors (or an authorized committee thereof)). For the purposes of this clause (ii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Corporation but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Corporation shall not issue any such rights or warrants in respect of shares of Common Stock held in treasury by the Corporation.

(iii)    Subdivisions and Combinations of the Common Stock. If outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock or combined into a lesser

number of shares of Common Stock, each Fixed Conversion Rate in effect at 5:00 p.m., New York City time, on the effective date of such subdivision or combination shall be multiplied by a fraction:

(A)    the numerator of which is the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such subdivision or combination, and

(B)    the denominator of which is the number of shares of Common Stock outstanding immediately prior to such subdivision or combination.

Any adjustment made pursuant to this clause (iii) shall become effective immediately after 5:00 p.m., New York City time, on the effective date of such subdivision or combination.

(iv)    Debt or Asset Distribution. (A) If the Corporation distributes to all or substantially all holders of Common Stock evidences of its indebtedness, shares of capital stock, securities, rights to acquire the Corporation’s capital stock, cash or other assets (excluding (1) any dividend or distribution covered by Section 13(a)(i), (2) any rights or warrants covered by Section 13(a)(ii), (3) any dividend or distribution covered by Section 13(a)(v) and (4) any Spin-Off to which the provisions set forth in Section 13(a)(iv)(B) apply), each Fixed Conversion Rate in effect at 5:00 p.m., New York City time, on the date fixed for the determination of holders of Common Stock entitled to receive such distribution shall be multiplied by a fraction:

(1)    the numerator of which is the Current Market Price, and

(2)    the denominator of which is the Current Market Price minus the Fair Market Value, on such date fixed for determination, of the portion of the evidences of indebtedness, shares of capital stock, securities, rights to acquire the Corporation’s capital stock, cash or other assets so distributed applicable to one share of Common Stock.

(E)    In the case of a Spin-Off, each Fixed Conversion Rate in effect at 5:00 p.m., New York City time, on the date fixed for the determination of holders of Common Stock entitled to receive such distribution shall be multiplied by a fraction:

(1)    the numerator of which is the sum of (x) the Current Market Price of the Common Stock and (y) the Fair Market Value of the portion of those shares of capital stock or similar equity interests so distributed that is applicable to one share of Common Stock as of the fifteenth Trading Day after the effective date for such distribution (or, if such shares of capital stock or equity interests are listed on a national or regional securities exchange, the Current Market Price of such securities), and

(2)    the denominator of which is the Current Market Price of the Common Stock.

Any adjustment made pursuant to this clause (iv) shall become effective immediately after 5:00 p.m., New York City time, on the date fixed for the determination of the holders of Common Stock entitled to receive such distribution. In the event that such distribution described in this clause (iv) is not so made, each Fixed Conversion Rate shall be readjusted, effective as of the date the Board of Directors (or an authorized committee thereof) publicly announces its decision not to make such distribution, to such Fixed Conversion Rate that would then be in effect if such distribution had not been declared. If an adjustment to each Fixed Conversion Rate is required under this clause (iv) during any settlement period in respect of shares of Mandatory Convertible Preferred Stock that have been tendered for conversion, delivery of the shares of Common Stock issuable upon conversion shall be delayed to the extent necessary in order to complete the calculations provided for in this clause (iv).

For purposes of this clause (iv) (and subject in all respect to clause (ii)), rights, options or warrants distributed by the Corporation to all or substantially all holders of its Common Stock entitling them to subscribe for or purchase shares of the Corporation’s capital stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are

deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this clause (iv) (and no adjustment to the Conversion Rate under this clause (iv) shall be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Fixed Conversion Rates shall be made under this clause (iv). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the Initial Issue Date, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and the date fixed for the determination of the holders of Common Stock entitled to receive such distribution with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Fixed Conversion Rates under this clause (iv) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Fixed Conversion Rates shall be readjusted as if such rights, options or warrants had not been issued and (y) the Fixed Conversion Rates shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Fixed Conversion Rates shall be readjusted as if such rights, options and warrants had not been issued.

For purposes of clause (i), clause (ii) and this clause (iv), if any dividend or distribution to which this clause (iv) is applicable includes one or both of:

(F)    a dividend or distribution of shares of Common Stock to which clause (i) is applicable (the “Clause I Distribution”); or

(G)    an issuance of rights or warrants to which clause (ii) is applicable (the “Clause II Distribution”),

then (1) such dividend or distribution, other than the Clause I Distribution, if any, and the Clause II Distribution, if any, shall be deemed to be a dividend or distribution to which this clause (iv) is applicable (the “Clause IV Distribution”) and any Fixed Conversion Rate adjustment required by this clause (iv) with respect to such Clause IV Distribution shall then be made, and (2) the Clause I Distribution, if any, and Clause II Distribution, if any, shall be deemed to immediately follow the Clause IV Distribution and any Fixed Conversion Rate adjustment required by clause (i) and clause (ii) with respect thereto shall then be made, except that, if determined by the Corporation (I) the date fixed for determination of the holders of Common Stock entitled to receive any Clause I Distribution or Clause II Distribution shall be deemed to be the date fixed for the determination of holders of Common Stock entitled to receive the Clause IV Distribution and (II) any shares of Common Stock included in any Clause I Distribution or Clause II Distribution shall be deemed not to be “outstanding at 5:00 p.m., New York City time, on the date fixed for such determination” within the meaning of clauses (i) and (ii).

(v)    Cash Distributions. If the Corporation distributes an amount consisting exclusively of cash to all or substantially all holders of Common Stock (excluding (1) any cash that is distributed in a Reorganization Event to which Section 13(e) applies, (2) any dividend or distribution in connection with the liquidation, dissolution or winding up of the Corporation and (3) any consideration payable as part of a tender or exchange offer by the Corporation or any subsidiary of the Corporation covered by Section 13(a)(vi)), each Fixed Conversion Rate in effect at 5:00 p.m., New York City time, on the date fixed for determination of the holders of Common Stock entitled to receive such distribution shall be multiplied by a fraction:

(1)    the numerator of which is the Current Market Price, and

(2)    the denominator of which is the Current Market Price minus the amount per share of Common Stock of such distribution.

Any adjustment made pursuant to this clause (v) shall become effective immediately after 5:00 p.m., New York City time, on the date fixed for the determination of the holders of Common Stock entitled to receive such distribution. In the event that any distribution described in this clause (v) is not so made, each Fixed Conversion Rate shall be readjusted, effective as of the date the Board of Directors (or an authorized committee thereof) publicly announces its decision not to make such distribution, to such Fixed Conversion Rate which would then be in effect if such distribution had not been declared.

(vi)    Self Tender Offers and Exchange Offers. If the Corporation or any subsidiary of the Corporation successfully completes a tender or exchange offer pursuant to a Schedule TO or registration statement on Form S-4 for Common Stock (excluding any securities convertible or exchangeable for Common Stock), where the cash and the value of any other consideration included in the payment per share of Common Stock exceeds the Current Market Price, each Fixed Conversion Rate in effect at 5:00 p.m., New York City time, on the date of expiration of the tender or exchange offer (the “Expiration Date”) shall be multiplied by a fraction:

(A)    the numerator of which shall be equal to the sum of:

(1)    the aggregate cash and Fair Market Value on the Expiration Date of any other consideration paid or payable for shares of Common Stock purchased in such tender or exchange offer; and

(2)    the product of the Current Market Price and the number of shares of Common Stock outstanding immediately after such tender or exchange offer expires (after giving effect to the purchase or exchange of shares pursuant to such tender or exchange offer); and

(B)    the denominator of which shall be equal to the product of (1) the Current Market Price and (2) the number of shares of Common Stock outstanding immediately prior to the time such tender or exchange offer expires.

Any adjustment made pursuant to this clause (vi) shall become effective immediately after 5:00 p.m., New York City time, on the seventh Trading Day immediately following the Expiration Date. In the event that the Corporation or one of its subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Corporation or such subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then each Fixed Conversation Rate shall be readjusted to be such Fixed Conversion Rate that would then be in effect if such tender offer or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this clause (vi) to any tender offer or exchange offer would result in a decrease in each Fixed Conversation Rate, no adjustment shall be made for such tender offer or exchange offer under this clause (vi). If an adjustment to each Fixed Conversion Rate is required pursuant to this clause (vi) during any settlement period in respect of shares of Mandatory Convertible Preferred Stock that have been tendered for conversion, delivery of the related conversion consideration shall be delayed to the extent necessary in order to complete the calculations provided for in this clause (vi).

(vii)    Except with respect to a Spin-Off, in cases where the Fair Market Value of the evidences of the Corporation’s indebtedness, shares of capital stock, securities, rights to acquire the Corporation’s capital stock, cash or other assets as to which Section 13(a)(iv) or Section 13(a)(v) applies, applicable to one share of Common Stock, distributed to holders of Common Stock equals or exceeds the Average VWAP per share of the Common Stock over the five consecutive Trading Day period ending on the Trading Day before the Ex-Date for such distribution, rather than being entitled to an adjustment in each Fixed Conversion Rate, Holders shall be entitled to receive upon conversion, in addition to a number of shares of Common Stock otherwise deliverable on the applicable Conversion Date, the kind and amount of the

evidences of the Corporation’s indebtedness, shares of capital stock, securities, rights to acquire the Corporation’s capital stock, cash or other assets comprising the distribution that such Holder would have received if such Holder had owned immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution, for each share of Mandatory Convertible Preferred Stock, a number of shares of Common Stock equal to the Maximum Conversion Rate in effect on the date of such distribution.

(viii)    Rights Plans. To the extent that the Corporation has a rights plan in effect with respect to the Common Stock on any Conversion Date, upon conversion of any shares of Mandatory Convertible Preferred Stock, converting Holders shall receive, in addition to the Common Stock, the rights under such rights plan, unless, prior to such Conversion Date, the rights have separated from the Common Stock, in which case each Fixed Conversion Rate shall be adjusted at the time of separation of such rights as if the Corporation made a distribution to all holders of the Common Stock as described in Section 13(a)(iv), subject to readjustment in the event of the expiration, termination or redemption of such rights. Any distribution of rights or warrants pursuant to a rights plan that would allow Holders to receive upon conversion, in addition to any shares of Common Stock, the rights described therein (unless such rights or warrants have separated from Common Stock) shall not constitute a distribution of rights or warrants that would entitle Holders to an adjustment to the Fixed Conversion Rates.

(b)    Adjustment for Tax Reasons. The Corporation may make such increases in each Fixed Conversion Rate, in addition to any other increases required by this Section 13, as the Corporation deems advisable to avoid or diminish any income tax to holders of the Common Stock resulting from any dividend or distribution of shares of Common Stock (or issuance of rights or warrants to acquire shares of Common Stock) or from any event treated as such for income tax purposes or for any other reasons; provided thatthe same proportionate adjustment must be made to each Fixed Conversion Rate.

(c)    Calculation of Adjustments; Adjustments to Threshold Appreciation Price, Initial Price and Stock Price. (1) All adjustments to each Fixed Conversion Rate shall be calculated to the nearest 1/10,000th of a share of Common Stock. Prior to the Mandatory Conversion Date, no adjustment in a Fixed Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein. If any adjustment by reason of this Section 13(c)(i) is not required to be made, such adjustment shall be carried forward and taken into account in any subsequent adjustment; provided, however, that with respect to adjustments to be made to the Fixed Conversion Rates in connection with cash dividends paid by the Corporation, the Fixed Conversion Rates shall be adjusted regardless of whether such aggregate adjustments amount to one percent or more of the Fixed Conversion Rates no later than February 15 of each calendar year; provided, further, that on the earlier of the Mandatory Conversion Date, an Early Conversion Date and the Effective Date of a Fundamental Change, adjustments to each Fixed Conversion Rate shall be made with respect to any such adjustment carried forward that has not been taken into account before such date.

(i)    If an adjustment is made to the Fixed Conversion Rates pursuant to Sections 13(a) or 13(b), an inversely proportional adjustment shall also be made to the Threshold Appreciation Price and the Initial Price solely for purposes of determining which of clauses (i), (ii) and (iii) of Section 7(b) shall apply on the Mandatory Conversion Date. Such adjustment shall be made by dividing each of the Threshold Appreciation Price and the Initial Price by a fraction, the numerator of which shall be either Fixed Conversion Rate immediately after such adjustment pursuant to Sections 13(a) or 13(b) and the denominator of which shall be such Fixed Conversion Rate immediately before such adjustment. Because (a) each of the Applicable Market Value and the Early Conversion Average Price is an Average VWAP per share of the Common Stock over a 20 consecutive Trading Day period, and (b) each of the Stock Price and the Five-Day Average Price is an Average VWAP per share of the Common Stock over a five consecutive Trading Day period, the Corporation shall make appropriate adjustments to the VWAP per share of the Common Stock prior to the relevant Ex-Date, effective date or Expiration Date, as the case may be, used to calculate the Applicable Market Value, the Early Conversion Average Price, the Stock Price and the Five-Day Average Price to account for any adjustments, pursuant to Section 13(a) or 13(b), to the Initial Price, the Threshold Appreciation Price and the Fixed Conversion Rates that become effective, or any event that

would require such an adjustment if the Ex-Date, effective date or Expiration Date of such event occurs, during the applicable period.

(ii)    If:

(H)    the record date for a dividend or distribution on Common Stock occurs after the end of the 20 consecutive Trading Day period used for calculating the Applicable Market Value and before the Mandatory Conversion Date; and

(I)    such dividend or distribution would have resulted in an adjustment of the number of shares of Common Stock issuable to the Holders had such record date occurred on or before the last Trading Day of such 20 consecutive Trading Day period,

then the Corporation shall deem the Holders to be holders of record, for each share of their Mandatory Convertible Preferred Stock, of a number of shares of Common Stock equal to the Mandatory Conversion Rate for purposes of that dividend or distribution. In this case, the Holders would receive the dividend or distribution on Common Stock together with the number of shares of Common Stock issuable upon the Mandatory Conversion Date.

(iii)    If an adjustment is made to the Fixed Conversion Rates pursuant to Sections 13(a) or 13(b), a proportional adjustment shall be made to each Stock Price column heading set forth in the table included in the definition of “Fundamental Change Conversion Rate” as of the day on which the Fixed Conversion Rates are so adjusted. Such adjustment shall be made by multiplying each Stock Price included in such table, applicable immediately prior to such adjustment, by a fraction, the numerator of which is the Minimum Conversion Rate immediately prior to the adjustment giving rise to such Stock Price adjustment, and the denominator of which is the Minimum Conversion Rate as so adjusted.

(iv)    No adjustment to the Fixed Conversion Rates shall be made if Holders may participate, at the same time, upon the same terms and otherwise on the same basis as holders of Common Stock and solely as a result of holding Mandatory Convertible Preferred Stock, in the transaction that would otherwise give rise to an adjustment as if they held, for each share of Mandatory Convertible Preferred Stock, a number of shares of Common Stock equal to the Maximum Conversion Rate then in effect. In addition, the Fixed Conversion Rates shall not be adjusted:

(C)    upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Corporation’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;

(D)    upon the issuance of any shares of Common Stock or rights or warrants to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Corporation or any of its subsidiaries;

(E)    upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Initial Issue Date;

(F)    for a change solely in the par value of the Common Stock; or

(G)    for accumulated and unpaid dividends on the Mandatory Convertible Preferred Stock, except as provided under Sections 7, 8 and 9.

(d)    Notice of Adjustment. Whenever the Fixed Conversion Rates and the Fundamental Change Conversion Rates set forth in the table in the definition of “Fundamental Change Conversion Rate” are to be adjusted, the Corporation shall:

(i)    compute such adjusted Fixed Conversion Rates and Fundamental Change Conversion Rates and prepare and transmit to the Transfer Agent an Officer’s Certificate setting forth such adjusted Fixed Conversion Rates and Fundamental Change Conversion Rates, the method of calculation thereof in reasonable detail and the facts requiring such adjustment and upon which such adjustment is based;

(ii)    as soon as practicable following the occurrence of an event that requires an adjustment to the Fixed Conversion Rates and the Fundamental Change Conversion Rates, provide, or cause to be provided, a written notice to the Holders of the occurrence of such event; and

(iii)    as soon as practicable following the determination of such adjusted Fixed Conversion Rates and Fundamental Change Conversion Rates provide, or cause to be provided, to the Holders a statement setting forth in reasonable detail the method by which the adjustments to the Fixed Conversion Rates and Fundamental Change Conversion Rates were determined and setting forth such adjusted Fixed Conversion Rates and Fundamental Change Conversion Rates.

(e)    Reorganization Events. In the event of:

(i)    any consolidation or merger of the Corporation with or into another Person (other than a merger or consolidation in which the Corporation is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Corporation or another Person);

(ii)    any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Corporation;

(iii)    any reclassification of Common Stock into securities including securities other than Common Stock; or

(iv)    any statutory exchange of securities of the Corporation with another Person (other than in connection with a merger or acquisition),

in each case, as a result of which the Corporation’s Common Stock would be converted into, or exchanged for, securities, cash or property (each, a “Reorganization Event”), each share of Mandatory Convertible Preferred Stock outstanding immediately prior to such Reorganization

Event shall, without the consent of the Holders, become convertible into the kind of securities, cash and other property that such Holder would have been entitled to receive if such Holder had converted its Mandatory Convertible Preferred Stock into Common Stock immediately prior to such Reorganization Event (such securities, cash and other property, the “Exchange Property,” with each “Unit of Exchange Property” meaning the kind and amount of such Exchange Property that a Holder of one share of Common Stock is entitled to receive). For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election (or of all holders of Common Stock if none makes an election). The Corporation shall notify Holders of the weighted average as soon as practicable after such determination is made. The number of Units of Exchange Property for each share of Mandatory Convertible Preferred Stock converted following the effective date of such Reorganization Event shall be determined as if references in Section 7, Section 8 and Section 9 to shares of Common Stock were to Units of Exchange Property (without any interest thereon and without any right to dividends or distributions thereon which have a record date that is prior to such Conversion Date, except as provided in Section 13(a)(vii), Section 13(c)(iii) and Section 13(c)(v)). For the purpose of determining which of clauses (i), (ii) and (iii) of Section 7(b) shall apply upon Mandatory Conversion, and for the purpose of calculating the Mandatory Conversion Rate if clause (ii) of Section 7(b) is applicable, the value of a Unit of Exchange Property shall be determined in good faith by the Board of Directors (or an authorized committee thereof), except that if a Unit of Exchange Property includes common stock or American Depositary Receipts (“ADRs”) that are traded on a U.S. national securities exchange, the value of such common stock or ADRs shall be the average over the 20 consecutive

Trading Day period ending on, and including, the third Trading Day immediately preceding the Mandatory Conversion Date of the volume weighted average prices for such common stock or ADRs, as displayed on the applicable Bloomberg screen (as determined in good faith by the Board of Directors (or an authorized committee thereof)); or, if such price is not available, the average market value per share of such common stock or ADRs over such period as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by the Corporation for this purpose.

The above provisions of this Section 13(e) shall similarly apply to successive Reorganization Events and the provisions of Section 13 shall apply to any shares of capital stock or ADRs of the Corporation (or any successor thereto) received by the holders of Common Stock in any such Reorganization Event.

The Corporation (or any successor thereto) shall, as soon as reasonably practicable (but in any event within 20 calendar days) after the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence and of the kind and amount of the cash, securities or other property that constitute the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 13(e).

SECTION 14. Transfer Agent, Registrar, and Conversion and Dividend Disbursing Agent. The duly appointed Transfer Agent, Registrar and Conversion and Dividend Disbursing Agent for the Mandatory Convertible Preferred Stock shall be Computershare Trust Company, N.A. The Corporation may, in its sole discretion, remove the Transfer Agent, Registrar or Conversion and Dividend Disbursing Agent in accordance with the agreement between the Corporation and the Transfer Agent, Registrar or Conversion and Dividend Disbursing Agent, as the case may be; provided that if the Corporation removes Computershare Trust Company, N.A., the Corporation shall appoint a successor transfer agent, registrar or conversion and dividend disbursing agent, as the case may be, who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Corporation shall send notice thereof by first-class mail, postage prepaid, to the Holders.

SECTION 15. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the Transfer Agent may deem and treat the Holder of any shares of Mandatory Convertible Preferred Stock as the true and lawful owner thereof for all purposes.

SECTION 16. Notices. All notices or communications in respect of the Mandatory Convertible Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Amended and Restated Certificate of Incorporation or the Bylaws and by applicable law. Notwithstanding the foregoing, if the shares of Mandatory Convertible Preferred Stock are represented by Global Preferred Shares, such notices may also be given to the Holders in any manner permitted by DTC or any similar facility used for the settlement of transactions in the Mandatory Convertible Preferred Stock.

SECTION 17. No Preemptive Rights. The Holders shall have no preemptive or preferential rights to purchase or subscribe to any stock, obligations, warrants or other securities of the Corporation of any class.

SECTION 18. Other Rights. The shares of the Mandatory Convertible Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Amended and Restated Certificate of Incorporation or as provided by applicable law.

SECTION 19. Stock Certificates.

(a)    Shares of Mandatory Convertible Preferred Stock shall be represented by stock certificates substantially in the form set forth as Exhibit A hereto.

(b)    Stock certificates representing shares of the Mandatory Convertible Preferred Stock shall be signed by two authorized Officers of the Corporation, in accordance with the Bylaws and applicable Delaware law, by manual or facsimile signature.

(c)    A stock certificate representing shares of the Mandatory Convertible Preferred Stock shall not be valid until manually countersigned by an authorized signatory of the Transfer Agent and Registrar. Each stock certificate representing shares of the Mandatory Convertible Preferred Stock shall be dated the date of its countersignature.

(d)    If any Officer of the Corporation who has signed a stock certificate no longer holds that office at the time the Transfer Agent and Registrar countersigns the stock certificate, the stock certificate shall be valid nonetheless.

SECTION 20. Replacement Certificates.

(a)    If physical certificates are issued, and any of the Mandatory Convertible Preferred Stock certificates shall be mutilated, lost, stolen or destroyed, the Corporation shall, at the expense of the Holder, issue, in exchange and in substitution for and upon cancellation of the mutilated Mandatory Convertible Preferred Stock certificate, or in lieu of and substitution for the Mandatory Convertible Preferred Stock certificate lost, stolen or destroyed, a new Mandatory Convertible Preferred Stock certificate of like tenor and representing an equivalent Liquidation Preference of shares of Mandatory Convertible Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such Mandatory Convertible Preferred Stock certificate and indemnity, if requested, reasonably satisfactory to the Corporation and the Transfer Agent.

(b)    The Corporation is not required to issue any certificate representing the Mandatory Convertible Preferred Stock on or after the Mandatory Conversion Date. In lieu of the delivery of a replacement certificate following the Mandatory Conversion Date, the Transfer Agent, upon delivery of the evidence and indemnity described above, shall deliver the shares of Common Stock issuable and any cash deliverable pursuant to the terms of the Mandatory Convertible Preferred Stock formerly evidenced by the certificate.

SECTION 21. Book Entry Form.

(a)    The Mandatory Convertible Preferred Stock shall be issued in global form (“Global Preferred Shares”) eligible for book-entry settlement with the Depositary, represented by one or more stock certificates in global form registered in the name of the Depositary or a nominee of the Depositary bearing the form of global securities legend set forth in Exhibit A. The aggregate number of shares of Mandatory Convertible Preferred Stock represented by each stock certificate representing Global Preferred Shares may from time to time be increased or decreased by a notation by the Registrar and Transfer Agent on Schedule I attached to the stock certificate.

(b)    Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Certificate of Designations, with respect to any Global Preferred Shares, and the Depositary shall be treated by the Corporation, the Registrar and any agent of the Corporation or the Registrar as the absolute owner of the Mandatory Convertible Preferred Stock. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Registrar or any agent of the Corporation or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any shares of Mandatory Convertible Preferred Stock. The Holders may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Mandatory Convertible Preferred Stock, this Certificate of Designations or the Amended and Restated Certificate of Incorporation.

(c)    Transfers of a Global Preferred Share shall be limited to transfers of such Global Preferred Share in whole, but not in part, to nominees of the Depositary or to a successor of the Depositary or such successor’s nominee.

(d)    If DTC is at any time unwilling or unable to continue as Depositary for the Global Preferred Shares or DTC ceases to be registered as a “clearing agency” under the Exchange Act, and in either case a successor Depositary is not appointed by the Corporation within 90 days, the Corporation shall issue certificated shares in exchange for the Global Preferred Shares. In any such case, the Global Preferred Shares shall be exchanged in whole for definitive stock certificates, in substantially the form attached hereto as Exhibit A, representing an equal aggregate Liquidation Preference. Such definitive stock certificates shall be registered in the name or names of the Person or Persons specified by DTC in a written instrument to the Registrar.

SECTION 22. Miscellaneous. (1) The Corporation shall pay any and all stock transfer and documentary stamp taxes that may be payable in respect of any issuance or delivery of shares of Mandatory Convertible Preferred Stock or shares of Common Stock or other securities issued on account of Mandatory Convertible Preferred Stock pursuant hereto or certificates representing such shares or securities. The Corporation shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock or other securities in a name other than that in which the shares of Mandatory Convertible Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, and shall not be required to make any such issuance or delivery unless and until the Person otherwise entitled to such issuance or delivery has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid or is not payable.

(a)    The Liquidation Preference and the Dividend Rate each shall be subject to equitable adjustment whenever there shall occur a stock split, combination, reclassification or other similar event involving the Mandatory Convertible Preferred Stock. Such adjustments shall be determined in good faith by the Board of Directors (or an authorized committee thereof) and submitted by the Board of Directors (or such authorized committee thereof) to the Transfer Agent.

Exhibit A

[FORM OF FACE OF MANDATORY CONVERTIBLE PREFERRED STOCK CERTIFICATE]

[INCLUDE FOR GLOBAL PREFERRED SHARES]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CORPORATION OR THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE STATEMENT WITH RESPECT TO SHARES. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

Certificate Number [________] [Initial] Number of Shares

of Mandatory Convertible Preferred Stock [______]

CUSIP 608753 208

ISIN US6087532080

MOLYCORP, INC.

5.50% Series A Mandatory Convertible Preferred Stock
(par value $0.001 per share)
(Liquidation Preference as specified below)

MOLYCORP, INC., a Delaware corporation (the “Corporation”), hereby certifies that [_______] (the “Holder”), is the registered owner of [_______] [the number shown on Schedule I hereto of] fully paid and non-assessable shares of the Corporation’s designated 5.50% Series A Mandatory Convertible Preferred Stock, with a par value of $0.001 per share and a Liquidation Preference of $100.00 per share (the “Mandatory Convertible Preferred Stock”). The shares of Mandatory Convertible Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Mandatory Convertible Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations of 5.50% Series A Mandatory Convertible Preferred Stock of Molycorp, Inc. dated February 15, 2011 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Corporation will provide a copy of the Certificate of Designations to the Holder without charge upon written request to the Corporation at its principal place of business.

Reference is hereby made to the provisions of the Mandatory Convertible Preferred Stock set forth on the reverse hereof and in the Certificate of Designations, which provisions shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this executed certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

Unless the Transfer Agent and Registrar have properly countersigned, these shares of Mandatory Convertible Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Corporation by two Officers of the Corporation this [_____] of [__________] [______].

MOLYCORP, INC.

By:

Name:    

Title:    

By:

Name:    

Title:    

COUNTERSIGNATURE

These are shares of Mandatory Convertible Preferred Stock referred to in the within-mentioned Certificate of Designations.

Dated: [____________], [______]

[Computershare Trust Company, N.A.], as Registrar and Transfer Agent

By:

Name:    

Title:    

[FORM OF REVERSE OF CERTIFICATE FOR MANDATORY
CONVERTIBLE PREFERRED STOCK]

Cumulative dividends on each share of Mandatory Convertible Preferred Stock shall be payable at the applicable rate provided in the Certificate of Designations.

The shares of Mandatory Convertible Preferred Stock shall be convertible in the manner and accordance with the terms set forth in the Certificate of Designations.

The Corporation shall furnish without charge to each Holder who so requests a summary of the authority of the Board of Directors to determine variations for future series within a class of stock and the designations, limitations, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights.

NOTICE OF CONVERSION

(To be Executed by the Holder
in order to Convert the Mandatory Convertible Preferred Stock)

The undersigned hereby irrevocably elects to convert (the “Conversion”) 5.50% Series A Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock”), of Molycorp, Inc. (hereinafter called the “Corporation”), represented by stock certificate No(s). [______] (the “Mandatory Convertible Preferred Stock Certificates”), into common stock, par value $0.001 per share, of the Corporation (the “Common Stock”) according to the conditions of the Certificate of Designations of the Mandatory Convertible Preferred Stock (the “Certificate of Designations”), as of the date written below. If Common Stock is to be issued in the name of a person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto, if any. Each Mandatory Convertible Preferred Stock Certificate (or evidence of loss, theft or destruction thereof) is attached hereto.

Capitalized terms used but not defined herein shall have the meanings ascribed thereto in or pursuant to the Certificate of Designations.

Date of Conversion:

Applicable Conversion Rate:

Shares of Mandatory Convertible Preferred Stock to be Converted:

Shares of Common Stock to be Issued:*

Signature:

Name:

Address:**

Fax No.:

* The Corporation is not required to issue Common Stock until the original Mandatory Convertible Preferred Stock Certificate(s) (or evidence of loss, theft or destruction thereof) to be converted are received by the Corporation or the Conversion and Dividend Disbursing Agent.

** Address where Common Stock and any other payments or certificates shall be sent by the Corporation.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Mandatory Convertible Preferred Stock evidenced hereby to:

(Insert assignee’s social security or taxpayer identification number, if any)

(Insert address and zip code of assignee)

and irrevocably appoints:

as agent to transfer the shares of Mandatory Convertible Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

Date:

Signature:

(Sign exactly as your name appears on the other side of this Certificate)

Signature Guarantee:

(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)

Schedule I^* 

Molycorp, Inc.

Global Preferred Share

5.50% Series A Mandatory Convertible Preferred Stock

Certificate Number:

The number of shares of Mandatory Convertible Preferred Stock initially represented by this Global Preferred Share shall be [________]. Thereafter the Transfer Agent and Registrar shall note changes in the number of shares of Mandatory Convertible Preferred Stock evidenced by this Global Preferred Share in the table set forth below:

Amount of Decrease in Number of Shares Represented by this Global Preferred Share Amount of Increase in Number of Shares Represented by this Global Preferred Share Number of Shares Represented by this Global Preferred Share following Decrease or Increase Signature of Authorized Officer of Transfer Agent and Registrar

1. Attach Schedule I only to Global Preferred Shares.

CERTIFICATE OF DESIGNATIONS
OF
THE SPECIAL VOTING PREFERRED STOCK
OF
MOLYCORP, INC.

(Pursuant to Section 151 of the
General Corporation Law of the State of Delaware)

Molycorp, Inc., a Delaware corporation (the “Company”), hereby certifies that the following resolution was adopted by the Board of Directors of the Company (the “Board”) pursuant to the authority of the Board as required by Section 151 of the Delaware General Corporation Law:

RESOLVED, that pursuant to the provisions of the Amended and Restated Certificate of Incorporation of the Company (as such may be amended, modified or restated from time to time, the “Amended and Restated Certificate of Incorporation”) (which authorizes 5,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”)), and the authority vested in the Board, a series of Preferred Stock be, and it hereby is, created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof are as set forth in the Amended and Restated Certificate of Incorporation and this Certificate of Designations, as it may be amended from time to time (the “Certificate of Designations”) as follows:

SPECIAL VOTING PREFERRED STOCK

Section 1. Designation, Amount and Par Value. The series of Preferred Stock shall be designated as The Special Voting Preferred Stock and the number of shares so designated shall be one (1). The share of The Special Voting Preferred Stock shall have a par value of $0.001 per share.

Section 2. Dividends. The holder of record of the share of The Special Voting Preferred Stock shall not be entitled to receive any dividends declared and paid by the Company.

Section 3. Voting Rights.

(a) The holder of record of the share of The Special Voting Preferred Stock, except as otherwise required under applicable law or as set forth in subparagraph (b) below, shall not be entitled to vote on any matter required or permitted to be voted upon by the stockholders of the Company.

(b) With respect to all meetings of the stockholders of the Company at which the holders of the Company’s common stock, par value $0.001 per share, are entitled to vote (each, a “Stockholder Meeting”) and with respect to any written consents sought by the Company from the holders of such common stock (each, a “Stockholder Consent”), the holder of the share of The Special Voting Preferred Stock shall vote together with the holders of such common stock as a single class (except as otherwise required under applicable law), and the holder of the share of The Special Voting Preferred Stock shall be entitled to cast on such matter a number of votes equal to the number of Exchangeable Shares (the “Exchangeable Shares”) of MCP Exchangeco Inc., a Canadian corporation (“Exchangeco”), outstanding as of the record date for determining stockholders entitled to vote at such Stockholder Meeting or in connection with the applicable Stockholder Consent (i) that are not owned by the Company or its affiliates and (ii) as to which the holder of the share of The Special Voting Preferred Stock has received voting instructions from the holders of such Exchangeable Shares in accordance with the Voting and Exchange Trust Agreement (the “Trust Agreement”) to be entered into among the Company, Exchangeco and the trustee thereunder (the “Trustee”).

Section 4. Liquidation. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holder of record of the share of The Special Voting Preferred Stock shall not be entitled to receive any assets of the Company available for distribution to its stockholders.

Section 5. Other Provisions.

(a) The holder of record of the share of The Special Voting Preferred Stock shall not have any rights hereunder to convert such share into, or exchange such share for, shares of any other series or class of capital stock of the Company.

(b) The Trustee shall exercise the voting rights attached to the share of The Special Voting Preferred Stock pursuant to and in accordance with the Trust Agreement. The voting rights attached to the share of The Special Voting Preferred Stock shall terminate pursuant to and in accordance with the Trust Agreement.

(c) At such time as the share of The Special Voting Preferred Stock has no votes attached to it, The Special Voting Preferred Stock shall be automatically cancelled.

(d) The effective date of this Certificate of Designations shall be June 1, 2012.

[this space left blank intentionally – signature page follows]

IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to be signed by John F. Ashburn, Jr., its Executive Vice President and General Counsel, this 1st day of June 2012.

MOLYCORP, INC.

By:    /s/ John F. Ashburn, Jr.

John F. Ashburn, Jr.

Executive Vice President and General Counsel

CERTIFICATE OF AMENDMENT

TO

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OFMOLYCORP, INC.

Molycorp, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies that:

1.    The name of the corporation is Molycorp, Inc. (the “Company”). The date of filing of the Company’s original Certificate of Incorporation (the “Original Certificate”) with the Secretary of State of the State of Delaware was March 4, 2010.

2.    The Original Certificate was amended and restated by the filing of the Amended and Restated Certificate of Incorporation of the Company (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware on August 3, 2010.

3.    This Certificate of Amendment of the Amended and Restated Certificate was duly approved by the Company’s Board of Directors and duly adopted at an annual meeting of the stockholders of the Corporation in accordance with the applicable provisions of Sections 222 and 245 of the General Corporation Law of the State of Delaware.

4.    The current text of Section 1 of Article IV of the Amended and Restated Certificate is hereby amended to read in its entirety as follows:

“Section 1. Authorized Capital Stock. The Company is authorized to issue two classes of capital stock, designated Common Stock and Preferred Stock. The total number of shares of capital stock that the Company is authorized to issue is 705,000,000 shares, consisting of 700,000,000 shares of Common Stock, par value $0.001 per share, and 5,000,000 shares of Preferred Stock, par value $0.001 per share.”

IN WITNESS WHEREOF, the Company has caused this certificate to be signed this 25th day of June, 2014.

By: /s/ Kevin W. Johnson

Name: Kevin W. Johnson

Title: Executive Vice President

             and General Counsel

EX-10.1

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is made this 27^th day of June, 2014 (the “Effective Date”), by and between MOLYCORP MINERALS CANADA ULC, a British Columbia, Canada unlimited liability corporation (the “Employer”) and MICHAEL F. DOOLAN (the “Executive”). The Employer and the Executive are referred to below individually as a “Party” and collectively as the “Parties.”

WITNESSETH:

WHEREAS,the Executive has been employed by the Employer or a predecessor or an affiliate of the Employer since August 30, 2005 (the “Start Date”) and the Executive agrees to continue to be employed by the Employer upon and subject to the terms herein provided; and

WHEREAS,the Employer agrees to continue to employ the Executive upon and subject to the terms herein provided.

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises, covenants and agreements contained herein, the legal sufficiency of which is acknowledged by the Parties, and intending to be legally bound, the Parties agree as follows:

1.Employment.The Employer shall continue to employ the Executive, and the Executive accepts continued employment with the Employer, upon the terms and conditions set forth in this Agreement for the Employment Period (as defined in Section 4 of this Agreement), and the Employer agrees to recognize the Executive’s past service with the Employer since the Start Date as provided in this Agreement.

2.Office and Duties. The Executive is serving as, and has the title of, Executive Vice President and Chief Financial Officer (“CFO”) of Molycorp, Inc., a Delaware corporation (“Molycorp”) and reports to, and is subject to the power and authority of, the Chief Executive Officer of Molycorp (the “CEO”). The Executive shall have the duties, responsibilities and authority of a principal financial officer. The Executive shall perform such tasks commensurate with this position or these positions, as applicable, as may from time to time be defined or assigned by the CEO. The Executive shall devote all business time, labour, skill, undivided attention and best ability to the performance of the Executive’s duties hereunder in a manner that will faithfully and diligently further the business and interests of Molycorp. During the Employment Period, the Executive shall not directly or indirectly pursue any other business activity without the prior written consent of the CEO, except as permitted under Section 7 of this Agreement.

3.Compensation and Benefits.

(a)The Employer will pay the Executive a base salary for services rendered under this Agreement at a rate of not less than Cdn$425,000 per year, payable in accordance with Employer’s standard payroll practices, subject to such payroll and withholding deductions as are required by law, together with any other such deductions as may be authorized by the Executive and permitted by law. The Executive shall be eligible for increases in base salary at the sole discretion of Molycorp.

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The base salary rate in effect for the Executive from time to time pursuant to this Section 3(a) is referred to herein as the Executive’s “Base Salary”.

(b)The Executive shall be entitled to participate in the employee benefit plans offered to substantially all of the senior employees of the Employer from time to time (a list of such plans as of the Effective Date (the “Current Employee Benefit Plans”) is attached as Exhibit A to this Agreement); provided, however, that any Molycorp or Employer contributions to any nonqualified deferred compensation plan in which the Executive may participate are discretionary and subject to annual approval by the Board of Directors of Molycorp (the “Board”). Molycorp and the Employer shall not be required to establish any employee benefit plan or continue any such Current Employee Benefit Plan, or take any action to cause the Executive to be eligible for any such benefits on a basis more favorable than that applicable to all of the Employer’s employees generally. If the Employer amends or otherwise modifies, or terminates, any Current Employee Benefit Plan during the Initial Term, any Extension Period or the Change in Control Employment Period in a manner that materially and adversely affects the rights of the Executive to receive benefits under such Current Employee Benefit Plan, then, and only for the remainder of such Initial Term, Extension Period or Change in Control Employment Period, as applicable, the Executive will be entitled to receive from or on behalf of the Employer benefits substantially comparable in scope and value to those to which the Executive was entitled under such Current Employee Benefit Plan immediately prior to such amendment, modification or termination.

(c)The Executive shall be entitled to participate in Molycorp’s annual incentive plan (the “AIP”) at a target level of not less than 65% of Base Salary and in Molycorp’s long-term incentive program at a target level of not less than 125% of Base Salary. In addition, the Executive shall be eligible for such other bonus plans and long-term equity or cash incentive compensation plans for officers and directors of Molycorp and any successor as the Board may establish from time to time, which will be based on the achievement and satisfaction of goals and objectives established by the Board. The rights of the Executive under any such plans shall be in accordance with the terms and conditions of such plans and any agreements or other documents evidencing equity rights under such plans (as applicable, the “Executive Equity Plans”).

(d)In addition to any Executive Equity Plans, the Executive shall be eligible for such other equity incentive compensation plans that Molycorp and any successor may establish from time to time for its employees. The rights of the Executive under any such plans shall be in accordance with the terms and conditions of such plans and any agreements or other documents evidencing equity rights under such plans (as applicable, the “Employer Equity Plans”).

(e)The Employer shall reimburse the Executive for all reasonable and actual out-of-pocket costs and expenses, including reasonable travel and business entertainment expenses, incurred by him in the course of performing his duties under this Agreement, subject in all instances to the Employer’s reimbursement policies and requirements applicable to all employees with respect to reporting and documentation of such expenses, including, without limitation, the timely submittal of receipts, invoices and documentation supporting all such costs and expenses.

(f)The Executive shall be entitled to vacation commensurate with his seniority based on his Start Date in accordance with the Employer’s plans, policies, programs and practices as in

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effect from time to time, provided that the Executive’s vacation entitlement shall not be less than his current vacation entitlement as of the Effective Date. The Executive will keep the CEO apprised of dates for planned vacation.

4.Employment Period. The “Initial Term” shall be a period of time beginning on the Effective Date and ending at the end of the day on June 30, 2016. On the day immediately preceding the last day of the Initial Term (the “Renewal Date”), and on each succeeding anniversary of the Renewal Date, the term of this Agreement automatically shall be extended for an additional year (each, an “Extension Period”) unless the Employer or the Executive shall have given the other ninety (90) days’ written notice, prior to the end of the Initial Term or any Extension Period, as applicable, that the term of this Agreement will not be so extended; provided, however, that in the event of a Change of Control, notwithstanding any notice provided by either the Employer or the Executive pursuant to this sentence that the term of this Agreement will not be automatically extended, the term of this Agreement automatically shall be extended for a period of 24 months from the date of such Change of Control (the “Change of Control Employment Period”), subject to any additional extension of the term of this Agreement pursuant to the provisions of this Section 4. Notwithstanding the foregoing, (a) the Employment Period shall terminate upon the Executive’s resignation, death or permanent disability, and (b) the Employment Period shall terminate upon the Employer’s termination of the Executive’s employment at any time for Cause (as defined below) or without Cause, subject in either case to the terms and conditions of this Agreement. The Initial Term, together with any and all Extension Periods and, as applicable, any Change of Control Employment Period, is referred to in this Agreement as the “Employment Period”.

5.Termination of Employment.

(a)If, during the Employment Period, the Employer terminates the Executive’s employment as a result of the Executive’s death or the Executive’s permanent disability or for Cause (as defined below), then the Employer will pay the Executive’s accrued Base Salary, benefits, perquisites and vacation, including any accrued but unused vacation, up to and including the date of termination (the “Accrued Benefits”), in a single lump sum within 30 days of such termination. Thereafter, the Employer will have no further obligations to the Executive under this Agreement.

    For purposes of this Agreement, “Cause” is defined as: (i) the Executive’s willful misconduct or malfeasance relative to the Executive’s duties or the Employer’s or Molycorp’s business; (ii) the Executive’s conviction of a crime that either results in a sentence of imprisonment or involves theft, embezzlement, dishonesty or breach of securities or financial laws or regulations; or (iii) activities by the Executive (except as may be required by law or Molycorp policy) that are materially injurious to Molycorp, its affiliates or its or their reputation.

(b)If during the Employment Period the Employer terminates the Executive’s employment without Cause or if the Executive terminates his employment for Good Reason (as defined below), and such termination does not occur within the Change of Control Employment Period, then:

(i)    the Employer shall pay to the Executive the Accrued Benefits, in a single lump sum, within 30 days of the date of such termination (the “Date of Termination”);

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(ii)    the Employer shall continue to pay the Executive his Base Salary at the Date of Termination for a period of time (up to a maximum of 24 months) following the Date of Termination (the “Severance Period”) equal to (A) one year, plus (B) one additional month for every full year of service with the Employer, or a predecessor or an affiliate of the Employer since the Start Date, pursuant to the Employer’s standard pay periods and practices; provided, however, that Base Salary amounts due during the 60-day period following the Date of Termination shall not be paid during such 60-day period but instead shall be paid on the first payroll date after such 60-day period;

(iii)    the Employer shall provide for the payment to the Executive of one times the Executive’s target bonus amount under the AIP for the year in which the Date of Termination occurs in cash in a single lump sum on the first payroll date following the 60^th day following such Date of Termination;

(iv)    with respect to all outstanding but unearned or unvested equity awards granted to the Executive prior to the Date of Termination under Molycorp’s long-term incentive program, notwithstanding the provisions of any applicable award agreement: (A) each of such time-based equity awards shall vest and become nonforfeitable, and the Executive shall be entitled to such award, on a pro-rata basis, meaning a percentage of each such award equal to the product of (1) 100 multiplied by (2) a fraction (in no case greater than 1), the numerator of which is the number of days from the date of grant for such award through the end of the Severance Period and the denominator of which is the total number of days in the vesting period for such award; and (B) each of such performance-based equity awards shall be earned by the Executive and become nonforfeitable, and the Executive shall be entitled to such award, on a pro-rata basis, meaning a percentage of each such award equal to the product of (1) the percentage of such award that would have become vested based on actual performance if the Executive had remained in the continuous employ of the Employer from the date of grant for such award until the end of the applicable performance period multiplied by (2) a fraction (in no case greater than 1), the numerator of which is the number of days from the date of grant for such award through the end of the Severance Period and the denominator of which is the total number of days in the performance period for such award; and the Executive acknowledges and agrees that he or she shall not be entitled to be granted any additional long-term incentive program awards after the Date of Termination; and

(v)    except for any short-term and long-term disability insurance (which ceases immediately effective on the Date of Termination or for such minimum period thereafter as may be prescribed by the Employment Standards Act, 2000 (Ontario)), to the extent that the Employer may do so in compliance with its plans and policies, the Employer shall continue during the Severance Period the Executive’s benefits under the Current Employee Benefit Plans providing for health and dental benefits and coverage. Notwithstanding the foregoing, if the Employer cannot continue any particular health or dental benefit or coverage pursuant to the terms of the relevant plan or policy (including without limitation all disability insurance), then the Employer shall reimburse the Executive for the actual cost of replacing such benefits with comparable benefits.

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Any shares of Molycorp common stock deliverable pursuant to the terms of Section 5(b)(iv) shall be rounded down to the nearest whole share. If the Employer terminates the Executive’s employment without Cause after the term of this Agreement is not renewed by the Employer pursuant to the second sentence of Section 4, or if the Employer gives notice that it does not intend to renew the Initial Term or any Extension Period pursuant to the second sentence of Section 4 and then does not continue the Executive’s employment as CFO following such Initial Term or Extension Period, as applicable (a “Non-Renewal Termination”), then: (x) the severance benefits to which the Executive shall be entitled shall be as set forth in the severance benefit plan of Molycorp or the Employer in force and applicable with respect to the Executive at the time of such Non-Renewal Termination (or, if greater, a lump sum severance payment in an amount equal to 12 months of Base Salary); provided, however, that if there is no severance benefit plan in place at the time of such Non-Renewal Termination or the then-available severance benefits are reduced from those available on the Effective Date (or during the Initial Term) under the severance benefit plan, and assuming the Employer terminates the Executive’s employment without Cause or determines not to renew the Initial Term or any Extension Period for any reason (and the Employer then does not continue the Executive’s employment as CFO following the Initial Term or Extension Period, as applicable, for any reason other than for Cause), the Executive will be entitled to severance benefits no less favorable than those otherwise provided for with respect to the Executive under the severance benefit plan of Molycorp or the Employer on the Effective Date (or during the Initial Term, or as otherwise described in this paragraph); plus (y) with respect to all outstanding but unearned or unvested equity awards granted to the Executive prior to the Non-Renewal Termination under Molycorp’s long-term incentive program, notwithstanding the provisions of any applicable award agreement: (A) each of such time-based equity awards shall vest and become nonforfeitable, and the Executive shall be entitled to such award, on a pro-rata basis, meaning a percentage of each such award equal to the product of (1) 100 multiplied by (2) a fraction (in no case greater than 1), the numerator of which is the number of days from the date of grant for such award through the end of a 12-month period following the Non-Renewal Termination and the denominator of which is the total number of days in the vesting period for such award; and (B) each of such performance-based equity awards shall be earned by the Executive and become nonforfeitable, and the Executive shall be entitled to such award, on a pro-rata basis, meaning a percentage of each such award equal to the product of (1) the percentage of such award that would have become vested based on actual performance if the Executive had remained in the continuous employ of the Employer from the date of grant for such award until the end of the applicable performance period multiplied by (2) a fraction (in no case greater than 1), the numerator of which is the number of days from the date of grant for such award through the end of a 12-month period following the Non-Renewal Termination and the denominator of which is the total number of days in the performance period for such award; and the Executive acknowledges and agrees that he or she shall not be entitled to be granted any additional long-term incentive program awards after the Non-Renewal Termination. In addition, any shares of Molycorp common stock deliverable pursuant to the terms of this paragraph shall be rounded down to the nearest whole share.

It is expressly understood that the Employer’s obligations under this Section 5(b) (other than payment of the Accrued Benefits) shall cease in the event the Executive breaches any of the agreements in Sections 6 and 7 of this Agreement in any material respect and does not cure such breach (but only if such cure is reasonably possible) within 30 days following receipt of written

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notice of such breach from the Employer, specifying in reasonable detail the nature of such breach. Notwithstanding anything herein to the contrary, the Employer shall not be obligated to make any payments or provide any benefit under this Section 5(b) (other than payment of the Accrued Benefits) unless prior to the 60^th day following the termination without Cause or termination for Good Reason described in the first sentence of this Section 5(b), or the Non-Renewal Termination, the Executive executes a release of all current or future claims, known or unknown, arising on or before the date of the release, against the Employer and Molycorp and its subsidiaries and the directors, officers, employees and affiliates of any of them, in a form as reasonably required by the Employer. All payments under Sections 5(b)(ii), (iii), (iv) and (v) shall be deemed severance pay and not wages.

For purposes of this Agreement, “Good Reason” is defined as: the Executive’s termination of his employment with the Employer as a result of (1) any materially adverse change in the Executive’s title, or any material diminution in the Executive’s authority, duties or responsibilities, unless otherwise agreed to in writing by the Executive; (2) a relocation of the Executive’s principal office, currently located at Suite 1740, 121 King Street West, Toronto, Ontario, Canada M5H 3T9, to a location that is in excess of 50 miles from its location as of the Effective Date unless otherwise agreed to by the Executive; or (3) any material decrease in the amount of the Executive’s Base Salary or AIP award opportunities, unless otherwise agreed to in writing by the Executive. Notwithstanding the foregoing, no termination of employment by the Executive will constitute a termination for Good Reason unless (I) the Executive gives notice (the “Good Reason Notice”) to the Employer within 60 days after the occurrence of an event that constitutes Good Reason, which Good Reason Notice shall set forth and describe in reasonable detail such event, and (II) the Employer does not remedy such event within 30 days after the date of the Employer’s timely receipt of the Good Reason Notice (the “Good Reason Notice Period”). The Executive’s employment with the Employer automatically shall terminate on the fifth day after the end of the Good Reason Notice Period if the Employer has not timely remedied an event that constitutes Good Reason that was properly set forth and described in a timely Good Reason Notice.

(c)If, during a Change of Control Employment Period, the Employer terminates the Executive’s employment without Cause or if the Executive terminates his employment for Good Reason, then:

(i)    the Employer shall pay to the Executive the Accrued Benefits, in a single lump sum, within 30 days of such termination;

(ii)    if (A) the Change of Control constitutes a “change in the ownership or effective control of the [Employer], or in the ownership of a substantial portion of the assets of the [Employer],” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder (a “409A Change in Control”), the Employer shall make a lump sum payment to the Executive in an amount equal to two times his Base Salary at the time of such termination on the first payroll date following the 60th day following such termination, or (B) the Change of Control does not constitute a 409A Change in Control, the Employer shall (1) continue to pay the Executive his Base Salary at the time of such termination for the period of time determined pursuant

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to Section 5(b)(ii) pursuant to the Employer’s standard pay periods and practices; provided, however, that Base Salary amounts due during the 60-day period following such termination shall not be paid during such 60-day period but instead shall be paid in a lump sum on the first payroll date after such 60-day period and (2) make a lump sum payment to the Executive in an amount equal to the difference between (I) two times his Base Salary at the time of such termination and (II) the amount paid under Section 5(c)(ii)(B)(1), on the first payroll date following the 60th day following such termination;

(iii)    the Employer shall provide for the payment to the Executive of two times the Executive’s target bonus amount under Molycorp’s AIP for the year in which the termination occurs in cash in a single lump sum on the first payroll date following the 60^th day following such termination;

(iv)    all equity awards previously granted to the Executive will be subject to the terms and conditions of such awards under the Employer Equity Plans and award agreements applicable to such awards; and

(v)    except for any short-term and long-term disability insurance (which ceases immediately effective on such termination or for such minimum period thereafter as may be prescribed by the Employment Standards Act, 2000 (Ontario)), to the extent that the Employer may do so in compliance with its plans and policies, the Employer shall continue for two years following such termination the Executive’s benefits under the Current Employee Benefit Plans that provide for health and dental coverage and benefits. Notwithstanding the foregoing, if the Employer cannot continue any particular health or dental benefit or coverage pursuant to the terms of the relevant plan or policy (including without limitation all disability insurance), then the Employer shall reimburse the Executive for the actual cost of replacing such benefits with comparable benefits.

It is expressly understood that the Employer’s obligations under this Section 5(c) (other than payment of the Accrued Benefits) shall cease in the event the Executive breaches any of the agreements in Sections 6 and 7 of this Agreement in any material respect and does not cure such breach (but only if such cure is reasonably possible) within 30 days following receipt of written notice of such breach from the Employer, specifying in reasonable detail the nature of such breach. Notwithstanding anything herein to the contrary, the Employer shall not be obligated to make any payments or provide any benefits under this Section 5(c) (other than payment of the Accrued Benefits) unless (x) prior to the 60^th day following the termination without Cause or termination for Good Reason described in the first sentence of this Section 5(c), the Executive executes a release of all current or future claims, known or unknown, arising on or before the date of the release, against the Employer and Molycorp and its subsidiaries and the directors, officers, employees and affiliates of any of them, in a form as reasonably required by the Employer, and (y) any applicable revocation period for such release has expired during such 60-day period without the Executive revoking such release. All payments under Sections 5(c)(ii), (iii) and (v) shall be deemed severance pay and not wages.

(d)If, during the Employment Period, the Executive terminates his employment for any reason other than Good Reason, the Employer shall pay to the Executive the Accrued Benefits, in

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a single lump sum, within 30 days of such termination. Thereafter, the Employer will have no further obligations to the Executive under this Agreement. The Executive may resign upon not less than 60 days’ prior written notice to the Employer, for any reason or no reason.

6.Confidential Information; Discoveries and Inventions; Work Made for Hire.

(a)The Executive will keep in strict confidence, and will not, directly or indirectly, at any time, during or after the Executive’s employment with the Employer, disclose, furnish, disseminate, make available or, except in the course of performing the Executive’s duties of employment, use any trade secrets or confidential business and technical information of Molycorp or the Employer or their customers or vendors, without limitation as to when or how the Executive may have acquired such information. Such confidential information shall include, without limitation, Molycorp and the Employer’s unique selling, manufacturing and servicing methods and business techniques, training, service and business manuals, promotional materials, training courses and other training and instructional materials, vendor and product information, customer and prospective customer lists, other customer and prospective customer information and other business information. The Executive specifically acknowledges that all such confidential information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of the Executive and whether compiled by Molycorp, the Employer, and/or the Executive, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by Molycorp or the Employer to maintain the secrecy of such information, that such information is the sole property of Molycorp or the Employer and that any retention and use of such information by the Executive during the Executive’s employment with the Employer (except in the course of performing the Executive’s duties and obligations to Molycorp or the Employer) or after the termination of the Executive’s employment shall constitute a misappropriation of Molycorp and the Employer’s trade secrets.

(b)The Executive agrees that upon termination of the Executive’s employment with the Employer, for any reason, the Executive shall return to Molycorp or the Employer, in good condition, all property of Molycorp or the Employer, including without limitation, the originals and all copies of any materials which contain, reflect, summarize, describe, analyze or refer or relate to any items of information listed in Section 6(a) of this Agreement. In the event that such items are not so returned, the Employer will have the right to charge the Executive for all reasonable damages, costs, attorneys’ fees and other expenses incurred in searching for, taking, removing and/or recovering such property.

(c)The Executive agrees that upon conception and/or development of any idea, discovery, invention, improvement, software, writing or other material or design that: (i) relates to the business of Molycorp or the Employer, or (ii) relates to Molycorp and the Employer’s actual or demonstrably anticipated research or development, or (iii) results from any work performed by the Executive for Molycorp or the Employer, the Executive will assign to Molycorp or the Employer the entire right, title and interest in and to any such idea, discovery, invention, improvement, software, writing or other material or design. The Executive has no obligation to assign any idea, discovery, invention, improvement, software, writing or other material or design that the Executive

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conceives and/or develops entirely on the Executive’s own time without using Molycorp or the Employer’s equipment, supplies, facilities, or trade secret information unless the idea, discovery, invention, improvement, software, writing or other material or design either: (x) relates to the business of Molycorp or the Employer, or (y) relates to Molycorp or the Employer’s actual or demonstrably anticipated research or development, or (z) results from any work performed by the Executive for Molycorp or the Employer. The Executive agrees that any idea, discovery, invention, improvement, software, writing or other material or design that relates to the business of Molycorp or the Employer or relates to Molycorp or the Employer’s actual or demonstrably anticipated research or development which is conceived or suggested by the Executive, either solely or jointly with others, within one year following termination of the Executive’s employment under this Agreement or any successor agreements shall be presumed to have been so made, conceived or suggested in the course of such employment with the use of Molycorp or the Employer’s equipment, supplies, facilities, and/or trade secrets.

(d)In order to determine the rights of the Executive and Molycorp or the Employer in any idea, discovery, invention, improvement, software, writing or other material, and to insure the protection of the same, the Executive agrees that during the Executive’s employment, and for one year after termination of the Executive’s employment under this Agreement or any successor agreements the Executive will disclose immediately and fully to Molycorp and the Employer any idea, discovery, invention, improvement, software, writing or other material or design conceived, made or developed by the Executive solely or jointly with others. Molycorp and the Employer agrees to keep any such disclosures confidential. The Executive also agrees to record descriptions of all work in the manner directed by Molycorp or the Employer and agrees that all such records and copies, samples and experimental materials will be the exclusive property of Molycorp or the Employer. The Executive agrees that at the request of and without charge to Molycorp or the Employer, but at Molycorp or the Employer’s expense, the Executive will execute a written assignment of the idea, discovery, invention, improvement, software, writing or other material or design to Molycorp or the Employer and will assign to Molycorp or the Employer any application for letters patent or for trademark registration made thereon, and to any common-law or statutory copyright therein; and that the Executive will do whatever may be necessary or desirable to enable Molycorp or the Employer to secure any patent, trademark, copyright, or other property right therein in the United States and in any foreign country, and any division, renewal, continuation, or continuation in part thereof, or for any reissue of any patent issued thereon. In the event Molycorp or the Employer is unable, after reasonable effort, and in any event after 10 business days, to secure the Executive’s signature on a written assignment to Molycorp or the Employer of any application for letters patent or to any common-law or statutory copyright or other property right therein, whether because of the Executive’s physical or mental incapacity or for any other reason whatsoever, the Executive irrevocably designates and appoints the General Counsel or Corporate Secretary (or comparable officer) of Molycorp as the Executive’s attorney-in-fact to act on the Executive’s behalf to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent, copyright or trademark.

(e)The Executive acknowledges that, to the extent permitted by law, all work papers, reports, documentation, drawings, photographs, negatives, tapes and masters therefor, prototypes and other materials (hereinafter, “items”), including without limitation, any and all such items

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generated and maintained on any form of electronic media, generated by the Executive during the Executive’s employment with the Employer shall be considered a “work made for hire” and that ownership of any and all copyrights in any and all such items shall belong to Molycorp. The item will recognize Molycorp as the copyright owner, will contain all proper copyright notices, e.g., “(creation date) Molycorp, Inc., All Rights Reserved,” and will be in condition to be registered or otherwise placed in compliance with registration or other statutory requirements throughout the world.

7.Non-Competition; Non-Solicitation.

(a)The Executive hereby acknowledges and agrees that in the performance of the Executive’s duties to Molycorp during the Employment Period the Executive will be brought into frequent contact with existing and potential customers of Molycorp throughout the world. The Executive further understands and agrees that the foregoing makes it necessary for the protection of Molycorp’s business that the Executive not compete with Molycorp during his employment with the Employer and not compete with Molycorp for a reasonable period thereafter, as further provided in this Section 7.

(b)While employed by the Employer, the Executive will not compete with Molycorp anywhere in the world. In accordance with this restriction, but without limiting its terms, while employed by the Employer, the Executive will not: (i) enter into or engage in any business which competes with the business of Molycorp; (ii) solicit customers, business, patronage or orders for, or sell, any products or services in competition with, or for any business that competes with, the business of Molycorp; (iii) divert, entice or otherwise take away any customers, business, patronage or orders of Molycorp, or attempt to do so; or (iv) promote or assist, financially or otherwise, any person, firm, association, partnership, corporation or other entity engaged in any business which competes with the business of Molycorp.

(c)For a period of one year following the termination of the Executive’s employment, the Executive will not: (i) enter into or engage in any Competitive Conduct within the Restricted Territory; (ii) solicit customers, business, patronage or orders for, or sell, any products and services in competition with, or for any business, wherever located, that competes with, the business of Molycorp within the Restricted Territory; (iii) divert, entice or otherwise take away any customers, business, patronage or orders of Molycorp within the Restricted Territory, or attempt to do so; or (iv) promote or assist, financially or otherwise, any person, firm, association, partnership, corporation or other entity engaged in any business which competes with the business of Molycorp within the Restricted Territory.

For purposes of this Section 7(c), “Restricted Territory” means: (v) the geographic area(s) within a one hundred-mile radius of any and all locations of Molycorp in or from which the Executive worked, to which the Executive was assigned or had any responsibility (either direct or supervisory) at the time of termination of the Executive’s employment and at any time during the one-year period prior to such termination; (w) the United Kingdom; Japan; South Korea; Estonia; Germany; Singapore; China; Australia; the states of Colorado, California, Utah and Oklahoma within the United States; and province of Ontario within Canada; and (x) all of the specific customer accounts, whether within or outside of the geographic area described in (v) and (w) above, with which the

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Executive had any contact or for which the Executive had any responsibility (either direct or supervisory) at the time of termination of the Executive’s employment and at any time during the one-year period prior to such termination.

For purposes of this Section 7(c), “Competitive Conduct” is: (y) owning, managing, operating, controlling, being employed by, participating in, engaging in, rendering any services for, assisting, having more than a five percent ownership interest in, permitting the Executive’s name to be used in connection with, or being materially connected in any manner with the ownership, management, operation, or control of any Competitor of Molycorp or its affiliates; and (z) materially assisting any Competitor to compete or prepare to compete with Molycorp or its affiliates in any of Molycorp’s or its affiliate’s existing or prospective businesses or activities during the Executive’s employment with the Employer or at the time of the Executive’s termination of employment with the Employer. For purposes of this paragraph, a “Competitor” is any person or entity that engages in the production of rare earth products, including, without limitation, rare earth oxides, metals, alloys and magnets.

(d)For purposes of Sections 7(b) and 7(c) of this Agreement, the Executive will be in violation thereof if the Executive engages in any or all of the activities set forth therein directly as an individual on the Executive’s own account, or indirectly as a partner, joint venturer, employee, agent, salesperson, consultant, officer and/or director of any firm, association, partnership, corporation or other entity, or as a stockholder of any corporation in which the Executive or the Executive’s spouse, child or parent owns, directly or indirectly, individually or in the aggregate, more than five percent of the outstanding stock.

(e)For purposes of Sections 6 and 7 of this Agreement, Molycorp shall include any and all direct and indirect subsidiary, parent, affiliated, or related companies of Molycorp for which the Executive worked or had responsibility at the time of termination of the Executive’s employment and at any time during the one-year period prior to such termination. If it shall be judicially determined that the Executive has violated Section 7 of this Agreement, then the period applicable to each obligation that the Executive shall have been determined to have violated shall automatically be extended by a period of time equal in length to the period during which such violation(s) occurred.

(f)The Executive will not directly or indirectly at any time during the period of the Executive’s employment or for one year thereafter attempt to disrupt, damage, impair or interfere with Molycorp’s business by hiring any of Molycorp’s employees or soliciting any of them to resign from their employment by Molycorp, or by disrupting the relationship between Molycorp and any of its consultants, agents, representatives or vendors. The Executive acknowledges that this covenant is necessary to enable Molycorp to maintain a stable workforce and remain in business.

8.Communication of Contents of Agreement. While employed by the Employer and for two years thereafter, the Executive will communicate the contents of Sections 6 and 7 of this Agreement to any person, firm, association, partnership, corporation or other entity that the Executive intends to be employed by, associated with, or represent.

9.No Conflicts. The Executive represents and warrants that the Executive is not presently subject to any agreement with a competitor or potential competitor of the Employer, or

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to any other contract, oral or written, that could restrict or prevent the Executive from entering into this Agreement or performing his duties in full accord with this Agreement.

10.Executive Representations and Warranties. The Executive hereby represents and warrants to the Employer that:

(a)the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party, or any judgment, order or decree to which the Executive is subject;

(b)the Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, confidentiality agreement, non-disclosure agreement or similar agreement with any other person or entity;

(c)the Executive has read through the entirety of this Agreement, and prior to signing it, the Executive has been advised by independent legal counsel; and

(d)upon the execution and delivery of this Agreement by the Employer and the Executive, this Agreement will be a valid and binding obligation of the Executive, enforceable in accordance with its terms.

11.Acknowledgments. The Executive acknowledges that the Executive is an executive and management level employee as referenced in, and governed by, C.R.S. 8-2-113(2)(d). The Executive further acknowledges that the covenants contained in Section 6 are necessary to protect, and reasonably related to the protection of, the Employer’s trade secrets, to which the Executive will be exposed and with which the Executive will be entrusted.

12.Equitable Remedies. The services to be rendered by the Executive and the confidential information entrusted to the Executive as a result of the Executive’s employment by the Employer are of a unique and special character, and any breach of Sections 6 and 7 will cause the Employer immediate and irreparable injury and damage, for which monetary relief would be inadequate or difficult to quantify. The Employer will be entitled to, in addition to all other remedies available to it, injunctive relief and specific performance to prevent a breach and to secure the enforcement of Sections 6 and 7. Injunctive relief may be granted immediately upon the commencement of any such action.

13.Taxes. The Employer may withhold from any amounts payable under this Agreement all federal, state, provincial, city or other taxes as the Employer is required to withhold pursuant to any applicable law, regulation or ruling. Notwithstanding any other provision of this Agreement, the Employer shall not be obligated to guarantee any particular tax result for the Executive with respect to any payment provided to the Executive hereunder, and the Executive shall be responsible for any taxes imposed on the Executive with respect to any such payment.

14.Entire Agreement; Amendments. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter and supersedes, terminates,

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and replaces any prior or contemporaneous understandings or agreements. This Agreement may be amended, supplemented, waived, or terminated only by a written instrument duly executed by the Parties.

15.Headings. The headings in this Agreement are for convenience of reference only and shall not affect its interpretation. Attachment A to this Agreement contains certain defined terms used in this Agreement.

16.Severability. The covenants in this Agreement shall be construed as independent of one another, and as obligations distinct from one another and any other contract between the Executive and the Employer. If any provision of this Agreement is held illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability shall not affect any other provisions hereof. It is the intention of the Parties that in the event any provision is held illegal, invalid or unenforceable, that such provision be limited so as to effect the intent of the Parties to the fullest extent permitted by applicable law. Any claim by the Executive against the Employer shall not constitute a defense to enforcement by the Employer of this Agreement.

17.Survival. The Parties agree that any provisions of this Agreement which, by their terms, are intended to survive the termination of this Agreement shall so survive. Without limiting the generality of the foregoing, the Parties specifically agree that the provisions of Sections 3(c), 3(d), 3(e), 5, 6, 7, 8, 12, 13, 18, 19, 20, 21, 22 and 23, and this Section 17, are independent of, and survive after the termination of, the other portions of this Agreement.

18.Notices. All notices, demands, waivers, consents, approvals, or other communications required hereunder shall be in writing and shall be deemed to have been given if delivered personally, if sent by telegram, telex or facsimile with confirmation of receipt, if sent by certified or registered mail, postage prepaid, return receipt requested, or if sent by same day or overnight courier service to the following addresses:

If to the Employer, to:

Molycorp, Inc.

5619 Denver Tech Center Parkway

Suite 1000

Greenwood Village, Colorado 80111

Tel: 303-843-8040

Fax: 303-843-8082

If to the Executive, to:

The last address on record for the Executive

as contained in the Executive’s personnel file,

or as otherwise provided to the Employer by

the Executive.

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Notice of any change in any such address shall also be given in the manner set forth above. Whenever the giving of notice is required, the giving of such notice may be waived by the Party entitled to receive such notice.

19.Waiver. The failure of any Party to insist upon strict performance of any of the terms or conditions of this Agreement shall not constitute a waiver of any of such Party’s rights hereunder.

20.Assignment. Other than as provided below, neither Party may assign any rights or delegate any of obligations hereunder without the prior written consent of the other Party, and such purported assignment or delegation shall be void; provided that the Employer may assign the Agreement to any entity that purchases the stock or assets of the Employer or any affiliate. This Agreement binds, inures to the benefit of, and is enforceable by the successors and permitted assigns of the Parties and does not confer any rights on any other persons or entities.

21.No Mitigation. The Executive shall not be required to mitigate the amount of any payments or benefits provided for under Section 5 of this Agreement by seeking other employment or otherwise, and any such payments or benefits will not be reduced solely because such other employment is obtained.

22.Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, except for any conflict-of-law principle that might require the application of the laws of another jurisdiction.

23.Choice of Forum. Any dispute arising from or relating to this Agreement shall be resolved in the provincial courts of the Province of Ontario.

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IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates below:

EMPLOYER:                        EXECUTIVE:

MOLYCORP MINERALS CANADA ULC

By:	/s/ Geoffrey R. Bedford	/s/ Michael F. Doolan
	Name:    Geoffrey R. Bedford	Name: Michael F. Doolan
	Title:    President and CEO
	Date: June 27, 2014	Date: June 27, 2014

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Attachment A

For purposes of this Agreement:

1.“Change of Control” means the occurrence of any of the following events:

i. the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of Molycorp, Inc. where such acquisition causes such Person to own more than 50% of the combined voting power of the then outstanding voting securities of Molycorp, Inc. entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not be deemed to result in a Change of Control: (A) any acquisition directly from Molycorp, Inc. that is approved by the Incumbent Board (as defined in subsection (ii) below), (B) any acquisition by Molycorp, Inc., (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Molycorp, Inc. or any corporation controlled by Molycorp, Inc. or (D) any acquisition by any corporation pursuant to a transaction that complies with clauses (A), (B) and (C) of subsection (iii) below; provided, further, that if any Person’s beneficial ownership of the Outstanding Company Voting Securities exceeds 50% as a result of a transaction described in clause (A) or (B) above, and such Person subsequently acquires beneficial ownership of additional voting securities of Molycorp, Inc., such subsequent acquisition shall be treated as an acquisition that causes such Person to own more than 50% of the Outstanding Company Voting Securities; and provided, further, that if at least a majority of the members of the Incumbent Board determines in good faith that a Person has acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the Outstanding Company Voting Securities inadvertently, and such Person divests as promptly as practicable a sufficient number of shares so that such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) less than or equal to 50% of the Outstanding Company Voting Securities, then no Change of Control shall have occurred as a result of such Person’s acquisition;

ii. individuals who, as of the Effective Date, constituted the Board of Directors of Molycorp, Inc. (the “Incumbent Board” as modified by this subsection (ii)) cease for any reason to constitute at least a majority of the Board of Directors of Molycorp, Inc.; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by Molycorp, Inc.’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (either by specific vote or by approval of the proxy statement of Molycorp, Inc. in which such person is

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named as a nominee for director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of Molycorp, Inc.;

iii. the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of Molycorp, Inc. or the acquisition of assets of another corporation or other transaction (“Business Combination”) excluding, however, such a Business Combination pursuant to which (A) the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns Molycorp, Inc. or all or substantially all of Molycorp, Inc.’s assets either directly or through one or more subsidiaries), (B) no Person (excluding any employee benefit plan (or related trust) of Molycorp, Inc., Molycorp, Inc. or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the entity resulting from such Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors of Molycorp, Inc., providing for such Business Combination; or

iv. approval by the stockholders of Molycorp, Inc. of a complete liquidation or dissolution of Molycorp, Inc. except pursuant to a Business Combination that complies with clauses (A), (B) and (C) of subsection (iii) above.

2.“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended and in effect from time to time, and any successor statute.

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Exhibit A

Benefit Summary

Long Term Disability Insurance

Monthly Benefit    

The least of Items 1, 2 or 3 below:

1. 66.6667% of the first $3,500 of pretax monthly earnings plus 50% of the next $15,334 of pretax monthly earnings, less 100% of direct deductible sources of income;

2. if the monthly benefit is taxable, 85% of pretax monthly earnings, less 100% of direct and indirect deductible sources of income; or

if the monthly benefit is nontaxable, 85% of post-tax monthly earnings, less 100% of direct and indirect deductible sources of income;

3. $10,000, the maximum monthly benefit.

Your payment may be reduced by disability earnings. Some disabilities may not be covered or may have limited coverage under this plan.

Supplemental Long Term Disability Insurance

• Providing for an additional monthly benefit of $6,650

Group Health Insurance

1. Employee Life Insurance

2. Dependent Life Insurance

3. Extended Health Care

4. Direct Drugs – Plan 3

5. Vision Care

6. Professional Services

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7. Dental Care

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EX-10.2

Exhibit 10.2

AMENDED AND RESTATEDEXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is made this27^th day of June, 2014 (the “Effective Date”), by and between MOLYCORP, INC., a Delaware corporation (the “Employer”) and KEVIN W. JOHNSON (the “Executive”). The Employer and the Executive are referred to below individually as a “Party” and collectively as the “Parties.”

WITNESSETH:

WHEREAS,the Executive has been employed by the Employer or a predecessor or an affiliate of the Employer since July 1, 2011 (the “Start Date”) and the Executive agrees to continue to be employed by the Employer upon and subject to the terms herein provided;

WHEREAS, the Employer and the Executive currently are parties to an Executive Employment Agreement dated June 30, 2011 (the “Prior Agreement”);

WHEREAS, this Agreement amends, restates, supersedes and completely replaces the Prior Agreement as of the Effective Date; and

WHEREAS,the Employer agrees to continue to employ the Executive upon and subject to the terms herein provided.

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises, covenants and agreements contained herein, the legal sufficiency of which is acknowledged by the Parties, and intending to be legally bound, the Parties agree as follows:

1. Employment.This Agreement amends, restates, supersedes and completely replaces the Prior Agreement as of the Effective Date. The Employer shall continue to employ the Executive, and the Executive accepts continued employment with the Employer, upon the terms and conditions set forth in this Agreement for the Employment Period (as defined in Section 4 of this Agreement), and the Employer agrees to recognize the Executive’s past service with the Employer since the Start Date as provided in this Agreement.

2.Office and Duties. The Executive is serving as, and has the title of, Executive Vice President and General Counsel of the Employer (“General Counsel”) and reports to, and is subject to the power and authority of, the Chief Executive Officer of the Employer (the “CEO”). The Executive shall have the duties, responsibilities and authority of a chief legal officer. The Executive shall perform such tasks commensurate with this position or these positions, as applicable, as may from time to time be defined or assigned by the CEO. The Executive shall devote all business time, labor, skill, undivided attention and best ability to the performance of the Executive’s duties hereunder in a manner that will faithfully and diligently further the business and interests of the Employer. During the Employment Period, the Executive shall not directly or indirectly pursue any other business activity without the prior written consent of the CEO, except as permitted under Section 7 of this Agreement.

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3.Compensation and Benefits.

(a)The Employer will pay the Executive a base salary for services rendered under this Agreement at a rate of not less than $390,000 per year, payable in accordance with Employer’s standard payroll practices, subject to such payroll and withholding deductions as are required by law, together with any other such deductions as may be authorized by the Executive and permitted by law. The Executive shall be eligible for increases in base salary at the sole discretion of the Employer. The base salary rate in effect for the Executive from time to time pursuant to this Section 3(a) is referred to herein as the Executive’s “Base Salary”.

(b)The Executive shall be entitled to participate in the employee benefit plans offered to substantially all of the senior employees of the Employer from time to time (a list of such plans as of the Effective Date (the “Current Employee Benefit Plans”) is attached as Exhibit A to this Agreement); provided, however, that any Employer contributions to any nonqualified deferred compensation plan in which the Executive may participate are discretionary and subject to annual approval by the Board of Directors of the Employer (the “Board”). The Employer shall not be required to establish any employee benefit plan or continue any such Current Employee Benefit Plan, or take any action to cause the Executive to be eligible for any such benefits on a basis more favorable than that applicable to all its employees generally. If the Employer amends or otherwise modifies, or terminates, any Current Employee Benefit Plan during the Initial Term, any Extension Period or the Change in Control Employment Period in a manner that materially and adversely affects the rights of the Executive to receive benefits under such Current Employee Benefit Plan, then, and only for the remainder of such Initial Term, Extension Period or Change in Control Employment Period, as applicable, the Executive will be entitled to receive from or on behalf of the Employer benefits substantially comparable in scope and value to those to which the Executive was entitled under such Current Employee Benefit Plan immediately prior to such amendment, modification or termination.

(c)The Executive shall be entitled to participate in the Employer’s annual incentive plan (the “AIP”) at a target level of not less than 60% of Base Salary and in the Employer’s long-term incentive program at a target level of not less than 125% of Base Salary. In addition, the Executive shall be eligible for such other bonus plans and long-term equity or cash incentive compensation plans for officers and directors of the Employer and any successor as the Board may establish from time to time, which will be based on the achievement and satisfaction of goals and objectives established by the Board. The rights of the Executive under any such plans shall be in accordance with the terms and conditions of such plans and any agreements or other documents evidencing equity rights under such plans (as applicable, the “Executive Equity Plans”).

(d)In addition to any Executive Equity Plans, the Executive shall be eligible for such other equity incentive compensation plans that the Employer and any successor may establish from time to time for its employees. The rights of the Executive under any such plans shall be in accordance with the terms and conditions of such plans and any agreements or other documents evidencing equity rights under such plans (as applicable, the “Employer Equity Plans”).

(e)The Employer shall reimburse the Executive for all reasonable and actual out-of-pocket costs and expenses, including reasonable travel and business entertainment expenses,

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incurred by him in the course of performing his duties under this Agreement, subject in all instances to the Employer’s reimbursement policies and requirements applicable to all employees with respect to reporting and documentation of such expenses, including, without limitation, the timely submittal of receipts, invoices and documentation supporting all such costs and expenses.

(f)The Executive shall be entitled to vacation commensurate with his seniority based on his Start Date in accordance with the Employer’s plans, policies, programs and practices as in effect from time to time, provided that the Executive’s vacation entitlement shall not be less than his current vacation entitlement as of the Effective Date. The Executive will keep the CEO apprised of dates for planned vacation.

4.Employment Period. The “Initial Term” shall be a period of time beginning on the Effective Date and ending at the end of the day on June 30, 2016. On the day immediately preceding the last day of the Initial Term (the “Renewal Date”), and on each succeeding anniversary of the Renewal Date, the term of this Agreement automatically shall be extended for an additional year (each, an “Extension Period”) unless the Employer or the Executive shall have given the other ninety (90) days’ written notice, prior to the end of the Initial Term or any Extension Period, as applicable, that the term of this Agreement will not be so extended; provided, however, that in the event of a Change of Control, notwithstanding any notice provided by either the Employer or the Executive pursuant to this sentence that the term of this Agreement will not be automatically extended, the term of this Agreement automatically shall be extended for a period of 24 months from the date of such Change of Control (the “Change of Control Employment Period”), subject to any additional extension of the term of this Agreement pursuant to the provisions of this Section 4. Notwithstanding the foregoing, (a) the Employment Period shall terminate upon the Executive’s resignation, death or permanent disability, and (b) the Employment Period shall terminate upon the Employer’s termination of the Executive’s employment at any time for Cause (as defined below) or without Cause, subject in either case to the terms and conditions of this Agreement. The Initial Term, together with any and all Extension Periods and, as applicable, any Change of Control Employment Period, is referred to in this Agreement as the “Employment Period”.

5.Termination of Employment.

(a)If, during the Employment Period, the Employer terminates the Executive’s employment as a result of the Executive’s death or the Executive’s permanent disability or for Cause (as defined below), then the Employer will pay the Executive’s accrued Base Salary, benefits, perquisites and vacation, including any accrued but unused vacation, up to and including the date of termination (the “Accrued Benefits”), in a single lump sum within 30 days of such termination. Thereafter, the Employer will have no further obligations to the Executive under this Agreement.         For purposes of this Agreement, “Cause” is defined as: (i) the Executive’s willful misconduct or malfeasance relative to the Executive’s duties or the Employer’s business; (ii) the Executive’s conviction of a crime that either results in a sentence of imprisonment or involves theft, embezzlement, dishonesty or breach of securities or financial laws or regulations; or (iii) activities by the Executive (except as may be required by law or Employer policy) that are materially injurious to the Employer, its affiliates or its or their reputation.

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(b)If during the Employment Period the Employer terminates the Executive’s employment without Cause or if the Executive terminates his employment for Good Reason (as defined below), and such termination does not occur within the Change of Control Employment Period, then:

(i)    the Employer shall pay to the Executive the Accrued Benefits, in a single lump sum, within 30 days of the date of such termination (the “Date of Termination”);

(ii)    the Employer shall continue to pay the Executive his Base Salary at the Date of Termination for a period of time (up to a maximum of 24 months) following the Date of Termination (the “Severance Period”) equal to (A) one year, plus (B) one additional month for every full year of service with the Employer or a predecessor or an affiliate of the Employer since the Start Date, pursuant to the Employer’s standard pay periods and practices; provided, however, that Base Salary amounts due during the 60-day period following the Date of Termination shall not be paid during such 60-day period but instead shall be paid on the first payroll date after such 60-day period;

(iii)    the Employer shall provide for the payment to the Executive of one times the Executive’s target bonus amount under the AIP for the year in which the Date of Termination occurs in cash in a single lump sum on the first payroll date following the 60^th day following such Date of Termination;

(iv)    with respect to all outstanding but unearned or unvested equity awards granted to the Executive prior to the Date of Termination under the Employer’s long-term incentive program, notwithstanding the provisions of any applicable award agreement: (A) each of such time-based equity awards shall vest and become nonforfeitable, and the Executive shall be entitled to such award, on a pro-rata basis, meaning a percentage of each such award equal to the product of (1) 100 multiplied by (2) a fraction (in no case greater than 1), the numerator of which is the number of days from the date of grant for such award through the end of the Severance Period and the denominator of which is the total number of days in the vesting period for such award; and (B) each of such performance-based equity awards shall be earned by the Executive and become nonforfeitable, and the Executive shall be entitled to such award, on a pro-rata basis, meaning a percentage of each such award equal to the product of (1) the percentage of such award that would have become vested based on actual performance if the Executive had remained in the continuous employ of the Employer from the date of grant for such award until the end of the applicable performance period multiplied by (2) a fraction (in no case greater than 1), the numerator of which is the number of days from the date of grant for such award through the end of the Severance Period and the denominator of which is the total number of days in the performance period for such award; and the Executive acknowledges and agrees that he or she shall not be entitled to be granted any additional long-term incentive program awards after the Date of Termination; and

(v)    if the Executive elects continuation coverage under the Employer’s medical plan pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), the Employer shall reimburse the Executive for the

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Executive’s COBRA payments until the earlier of (A) the Executive’s eligibility for any such coverage under another employer’s or any other medical plan or (B) the date that is 18 months following the termination of the Executive’s employment. The Employer shall make any such reimbursement within 30 days following receipt of evidence from the Executive of the Executive’s payment of the COBRA premium, which evidence shall be provided by the Executive within 30 days of the Executive’s payment of such COBRA premium; provided, however, that any amounts due during the 60-day period following such termination shall not be paid during such 60-day period but instead shall be paid on the first payroll date after such 60-day period. The Executive agrees that the period of coverage under such plan shall count against such plan’s obligation to provide continuation coverage pursuant to COBRA.

Any shares of the Employer’s common stock deliverable pursuant to the terms of Section 5(b)(iv) shall be rounded down to the nearest whole share. If the Employer terminates the Executive’s employment without Cause after the term of this Agreement is not renewed by the Employer pursuant to the second sentence of Section 4, or if the Employer gives notice that it does not intend to renew the Initial Term or any Extension Period pursuant to the second sentence of Section 4 and then does not continue the Executive’s employment as General Counsel following such Initial Term or Extension Period, as applicable (a “Non-Renewal Termination”), then: (x) the severance benefits to which the Executive shall be entitled shall be as set forth in the severance benefit plan of the Employer in force and applicable with respect to the Executive at the time of such Non-Renewal Termination (or, if greater, a lump sum severance payment in an amount equal to 12 months of Base Salary); provided, however, that if there is no severance benefit plan in place at the time of such Non-Renewal Termination or the then-available severance benefits are reduced from those available on the Effective Date (or during the Initial Term) under the severance benefit plan, and assuming the Employer terminates the Executive’s employment without Cause or determines not to renew the Initial Term or any Extension Period for any reason (and the Employer then does not continue the Executive’s employment as General Counsel following the Initial Term or Extension Period, as applicable, for any reason other than for Cause), the Executive will be entitled to severance benefits no less favorable than those otherwise provided for with respect to the Executive under the severance benefit plan of the Employer on the Effective Date (or during the Initial Term, or as otherwise described in this paragraph); plus (y) with respect to all outstanding but unearned or unvested equity awards granted to the Executive prior to the Non-Renewal Termination under the Employer’s long-term incentive program, notwithstanding the provisions of any applicable award agreement: (A) each of such time-based equity awards shall vest and become nonforfeitable, and the Executive shall be entitled to such award, on a pro-rata basis, meaning a percentage of each such award equal to the product of (1) 100 multiplied by (2) a fraction (in no case greater than 1), the numerator of which is the number of days from the date of grant for such award through the end of a 12-month period following the Non-Renewal Termination and the denominator of which is the total number of days in the vesting period for such award; and (B) each of such performance-based equity awards shall be earned by the Executive and become nonforfeitable, and the Executive shall be entitled to such award, on a pro-rata basis, meaning a percentage of each such award equal to the product of (1) the percentage of such award that would have become vested based on actual performance if the Executive had remained in the continuous employ of the Employer from the date of grant for such award until the end of the applicable performance period multiplied by (2) a fraction (in no

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case greater than 1), the numerator of which is the number of days from the date of grant for such award through the end of a 12-month period following the Non-Renewal Termination and the denominator of which is the total number of days in the performance period for such award; and the Executive acknowledges and agrees that he or she shall not be entitled to be granted any additional long-term incentive program awards after the Non-Renewal Termination. In addition, any shares of the Employer’s common stock deliverable pursuant to the terms of this paragraph shall be rounded down to the nearest whole share.

It is expressly understood that the Employer’s obligations under this Section 5(b) (other than payment of the Accrued Benefits) shall cease in the event the Executive breaches any of the agreements in Sections 6 and 7 of this Agreement in any material respect and does not cure such breach (but only if such cure is reasonably possible) within 30 days following receipt of written notice of such breach from the Employer, specifying in reasonable detail the nature of such breach. Notwithstanding anything herein to the contrary, the Employer shall not be obligated to make any payments or provide any benefit under this Section 5(b) (other than payment of the Accrued Benefits) unless (x) prior to the 60^th day following the termination without Cause or termination for Good Reason described in the first sentence of this Section 5(b), or the Non-Renewal Termination, the Executive executes a release of all current or future claims, known or unknown, arising on or before the date of the release, against the Employer and its subsidiaries and the directors, officers, employees and affiliates of any of them, in a form as reasonably required by the Employer, and (y) any applicable revocation period for such release has expired during such 60-day period without the Executive revoking such release. Each payment under this Section 5(b) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). All payments under Sections 5(b)(ii),(iii) and (iv) shall be deemed severance pay and not wages.

For purposes of this Agreement, “Good Reason” is defined as: the Executive’s termination of his employment with the Employer as a result of (1) any materially adverse change in the Executive’s title, or any material diminution in the Executive’s authority, duties or responsibilities, unless otherwise agreed to in writing by the Executive; (2) a relocation of the Executive’s principal office, currently located at 5619 DTC Parkway, Suite 1000, Greenwood Village, Colorado 80111, to a location that is in excess of 50 miles from its location as of the Effective Date unless otherwise agreed to by the Executive; or (3) any material decrease in the amount of the Executive’s Base Salary or AIP award opportunities, unless otherwise agreed to in writing by the Executive. Notwithstanding the foregoing, no termination of employment by the Executive will constitute a termination for Good Reason unless (I) the Executive gives notice (the “Good Reason Notice”) to the Employer within 60 days after the occurrence of an event that constitutes Good Reason, which Good Reason Notice shall set forth and describe in reasonable detail such event, and (II) the Employer does not remedy such event within 30 days after the date of the Employer’s timely receipt of the Good Reason Notice (the “Good Reason Notice Period”). The Executive’s employment with the Employer automatically shall terminate on the fifth day after the end of the Good Reason Notice Period if the Employer has not timely remedied an event that constitutes Good Reason that was properly set forth and described in a timely Good Reason Notice.

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(c)If, during a Change of Control Employment Period, the Employer terminates the Executive’s employment without Cause or if the Executive terminates his employment for Good Reason, then:

(i)    the Employer shall pay to the Executive the Accrued Benefits, in a single lump sum, within 30 days of such termination;

(ii)    if (A) the Change of Control constitutes a “change in the ownership or effective control of the [Employer], or in the ownership of a substantial portion of the assets of the [Employer],” within the meaning of Section 409A of the Code and the regulations thereunder (a “409A Change in Control”), the Employer shall make a lump sum payment to the Executive in an amount equal to two times his Base Salary at the time of such termination on the first payroll date following the 60th day following such termination, or (B) the Change of Control does not constitute a 409A Change in Control, the Employer shall (1) continue to pay the Executive his Base Salary at the time of such termination for the period of time determined pursuant to Section 5(b)(ii) pursuant to the Employer’s standard pay periods and practices; provided, however, that Base Salary amounts due during the 60-day period following such termination shall not be paid during such 60-day period but instead shall be paid in a lump sum on the first payroll date after such 60-day period and (2) make a lump sum payment to the Executive in an amount equal to the difference between (I) two times his Base Salary at the time of such termination and (II) the amount paid under Section 5(c)(ii)(B)(1), on the first payroll date following the 60th day following such termination;

(iii)    the Employer shall provide for the payment to the Executive of two times the Executive’s target bonus amount under the AIP for the year in which the termination occurs in cash in a single lump sum on the first payroll date following the 60^th day following such termination;

(iv)    all equity awards previously granted to the Executive will be subject to the terms and conditions of such awards under the Employer Equity Plans and award agreements applicable to such awards; and

(v)    if the Executive elects continuation coverage under the Employer’s medical plan pursuant to COBRA, the Employer shall reimburse the Executive for the Executive’s COBRA payments until the earlier of (A) the Executive’s eligibility for any such coverage under another employer’s or any other medical plan or (B) the date that is 18 months following the termination of the Executive’s employment. The Employer shall make any such reimbursement within 30 days following receipt of evidence from the Executive of the Executive’s payment of the COBRA premium, which evidence shall be provided by the Executive within 30 days of the Executive’s payment of such COBRA premium; provided, however, that any amounts due during the 60-day period following such termination shall not be paid during such 60-day period but instead shall be paid on the first payroll date after such 60-day period. The Executive agrees that the period of coverage under such plan shall count against such plan’s obligation to provide continuation coverage pursuant to COBRA.

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It is expressly understood that the Employer’s obligations under this Section 5(c) (other than payment of the Accrued Benefits) shall cease in the event the Executive breaches any of the agreements in Sections 6 and 7 of this Agreement in any material respect and does not cure such breach (but only if such cure is reasonably possible) within 30 days following receipt of written notice of such breach from the Employer, specifying in reasonable detail the nature of such breach. Notwithstanding anything herein to the contrary, the Employer shall not be obligated to make any payments or provide any benefits under this Section 5(c) (other than payment of the Accrued Benefits) unless (x) prior to the 60^th day following the termination without Cause or termination for Good Reason described in the first sentence of this Section 5(c), the Executive executes a release of all current or future claims, known or unknown, arising on or before the date of the release, against the Employer and its subsidiaries and the directors, officers, employees and affiliates of any of them, in a form as reasonably required by the Employer, and (y) any applicable revocation period for such release has expired during such 60-day period without the Executive revoking such release. Each payment under this Section 5(c) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A of the Code. All payments under Sections 5(c)(ii),(iii) and (iv) shall be deemed severance pay and not wages.

(d)If, during the Employment Period, the Executive terminates his employment for any reason other than Good Reason, the Employer shall pay to the Executive the Accrued Benefits, in a single lump sum, within 30 days of such termination. Thereafter, the Employer will have no further obligations to the Executive under this Agreement. The Executive may resign upon not less than 60 days’ prior written notice to the Employer, for any reason or no reason.

6.Confidential Information; Discoveries and Inventions; Work Made for Hire.

(a)The Executive will keep in strict confidence, and will not, directly or indirectly, at any time, during or after the Executive’s employment with the Employer, disclose, furnish, disseminate, make available or, except in the course of performing the Executive’s duties of employment, use any trade secrets or confidential business and technical information of the Employer or its customers or vendors, without limitation as to when or how the Executive may have acquired such information. Such confidential information shall include, without limitation, the Employer’s unique selling, manufacturing and servicing methods and business techniques, training, service and business manuals, promotional materials, training courses and other training and instructional materials, vendor and product information, customer and prospective customer lists, other customer and prospective customer information and other business information. The Executive specifically acknowledges that all such confidential information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of the Executive and whether compiled by the Employer, and/or the Executive, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by the Employer to maintain the secrecy of such information, that such information is the sole property of the Employer and that any retention and use of such information by the Executive during the Executive’s employment with the Employer (except in the course of performing the Executive’s duties and obligations to the Employer) or after the termination of the Executive’s employment shall constitute a misappropriation of the Employer’s trade secrets.

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(b)The Executive agrees that upon termination of the Executive’s employment with the Employer, for any reason, the Executive shall return to the Employer, in good condition, all property of the Employer, including without limitation, the originals and all copies of any materials which contain, reflect, summarize, describe, analyze or refer or relate to any items of information listed in Section 6(a) of this Agreement. In the event that such items are not so returned, the Employer will have the right to charge the Executive for all reasonable damages, costs, attorneys’ fees and other expenses incurred in searching for, taking, removing and/or recovering such property.

(c)The Executive agrees that upon conception and/or development of any idea, discovery, invention, improvement, software, writing or other material or design that: (i) relates to the business of the Employer, or (ii) relates to the Employer’s actual or demonstrably anticipated research or development, or (iii) results from any work performed by the Executive for the Employer, the Executive will assign to the Employer the entire right, title and interest in and to any such idea, discovery, invention, improvement, software, writing or other material or design. The Executive has no obligation to assign any idea, discovery, invention, improvement, software, writing or other material or design that the Executive conceives and/or develops entirely on the Executive’s own time without using the Employer’s equipment, supplies, facilities, or trade secret information unless the idea, discovery, invention, improvement, software, writing or other material or design either: (x) relates to the business of the Employer, or (y) relates to the Employer’s actual or demonstrably anticipated research or development, or (z) results from any work performed by the Executive for the Employer. The Executive agrees that any idea, discovery, invention, improvement, software, writing or other material or design that relates to the business of the Employer or relates to the Employer’s actual or demonstrably anticipated research or development which is conceived or suggested by the Executive, either solely or jointly with others, within one year following termination of the Executive’s employment under this Agreement or any successor agreements shall be presumed to have been so made, conceived or suggested in the course of such employment with the use of the Employer’s equipment, supplies, facilities, and/or trade secrets.

(d)In order to determine the rights of the Executive and the Employer in any idea, discovery, invention, improvement, software, writing or other material, and to insure the protection of the same, the Executive agrees that during the Executive’s employment, and for one year after termination of the Executive’s employment under this Agreement or any successor agreements the Executive will disclose immediately and fully to the Employer any idea, discovery, invention, improvement, software, writing or other material or design conceived, made or developed by the Executive solely or jointly with others. The Employer agrees to keep any such disclosures confidential. The Executive also agrees to record descriptions of all work in the manner directed by the Employer and agrees that all such records and copies, samples and experimental materials will be the exclusive property of the Employer. The Executive agrees that at the request of and without charge to the Employer, but at the Employer’s expense, the Executive will execute a written assignment of the idea, discovery, invention, improvement, software, writing or other material or design to the Employer and will assign to the Employer any application for letters patent or for trademark registration made thereon, and to any common-law or statutory copyright therein; and that the Executive will do whatever may be necessary or desirable to enable the Employer to secure any patent, trademark, copyright, or other property right therein in the United States and in any foreign country, and any division, renewal, continuation, or continuation in part thereof, or for any

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reissue of any patent issued thereon. In the event the Employer is unable, after reasonable effort, and in any event after 10 business days, to secure the Executive’s signature on a written assignment to the Employer of any application for letters patent or to any common-law or statutory copyright or other property right therein, whether because of the Executive’s physical or mental incapacity or for any other reason whatsoever, the Executive irrevocably designates and appoints the then-current general counsel or Corporate Secretary (or comparable officer) of the Employer as the Executive’s attorney-in-fact to act on the Executive’s behalf to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent, copyright or trademark.

(e)The Executive acknowledges that, to the extent permitted by law, all work papers, reports, documentation, drawings, photographs, negatives, tapes and masters therefor, prototypes and other materials (hereinafter, “items”), including without limitation, any and all such items generated and maintained on any form of electronic media, generated by the Executive during the Executive’s employment with the Employer shall be considered a “work made for hire” and that ownership of any and all copyrights in any and all such items shall belong to the Employer. The item will recognize the Employer as the copyright owner, will contain all proper copyright notices, e.g., “(creation date) Molycorp, Inc., All Rights Reserved,” and will be in condition to be registered or otherwise placed in compliance with registration or other statutory requirements throughout the world.

7.Non-Competition; Non-Solicitation.

(a)The Executive hereby acknowledges and agrees that in the performance of the Executive’s duties to the Employer during the Employment Period the Executive will be brought into frequent contact with existing and potential customers of the Employer throughout the world. The Executive further understands and agrees that the foregoing makes it necessary for the protection of the Employer’s business that the Executive not compete with the Employer during his employment with the Employer and not compete with the Employer for a reasonable period thereafter, as further provided in this Section 7.

(b)While employed by the Employer, the Executive will not compete with the Employer anywhere in the world. In accordance with this restriction, but without limiting its terms, while employed by the Employer, the Executive will not: (i) enter into or engage in any business which competes with the business of the Employer; (ii) solicit customers, business, patronage or orders for, or sell, any products or services in competition with, or for any business that competes with, the business of the Employer; (iii) divert, entice or otherwise take away any customers, business, patronage or orders of the Employer, or attempt to do so; or (iv) promote or assist, financially or otherwise, any person, firm, association, partnership, corporation or other entity engaged in any business which competes with the business of the Employer.

(c)For a period of one year following the termination of the Executive’s employment, the Executive will not: (i) enter into or engage in any Competitive Conduct within the Restricted Territory; (ii) solicit customers, business, patronage or orders for, or sell, any products and services in competition with, or for any business, wherever located, that competes with, the business of the Employer within the Restricted Territory; (iii) divert, entice or otherwise take away any customers,

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business, patronage or orders of the Employer within the Restricted Territory, or attempt to do so; or (iv) promote or assist, financially or otherwise, any person, firm, association, partnership, corporation or other entity engaged in any business which competes with the business of the Employer within the Restricted Territory.

For purposes of this Section 7(c), “Restricted Territory” means: (v) the geographic area(s) within a one hundred-mile radius of any and all locations of the Employer in or from which the Executive worked, to which the Executive was assigned or had any responsibility (either direct or supervisory) at the time of termination of the Executive’s employment and at any time during the one-year period prior to such termination; (w) the United Kingdom; Japan; South Korea; Estonia; Germany; Singapore; China; Australia; the states of Colorado, California, Utah and Oklahoma within the United States; and province of Ontario within Canada; and (x) all of the specific customer accounts, whether within or outside of the geographic area described in (v) and (w) above, with which the Executive had any contact or for which the Executive had any responsibility (either direct or supervisory) at the time of termination of the Executive’s employment and at any time during the one-year period prior to such termination.

For purposes of this Section 7(c), “Competitive Conduct” is: (y) owning, managing, operating, controlling, being employed by, participating in, engaging in, rendering any services for, assisting, having more than a five percent ownership interest in, permitting the Executive’s name to be used in connection with, or being materially connected in any manner with the ownership, management, operation, or control of any Competitor of the Employer or its affiliates; and (z) materially assisting any Competitor to compete or prepare to compete with the Employer or its affiliates in any of the Employer’s or its affiliate’s existing or prospective businesses or activities during the Executive’s employment with the Employer or at the time of the Executive’s termination of employment with the Employer. For purposes of this paragraph, a “Competitor” is any person or entity that engages in the production of rare earth products, including, without limitation, rare earth oxides, metals, alloys and magnets.

(d)For purposes of Sections 7(b) and 7(c) of this Agreement, the Executive will be in violation thereof if the Executive engages in any or all of the activities set forth therein directly as an individual on the Executive’s own account, or indirectly as a partner, joint venturer, employee, agent, salesperson, consultant, officer and/or director of any firm, association, partnership, corporation or other entity, or as a stockholder of any corporation in which the Executive or the Executive’s spouse, child or parent owns, directly or indirectly, individually or in the aggregate, more than five percent of the outstanding stock.

(e)For purposes of Sections 6 and 7 of this Agreement, the Employer shall include any and all direct and indirect subsidiary, parent, affiliated, or related companies of the Employer for which the Executive worked or had responsibility at the time of termination of the Executive’s employment and at any time during the one-year period prior to such termination. If it shall be judicially determined that the Executive has violated Section 7 of this Agreement, then the period applicable to each obligation that the Executive shall have been determined to have violated shall automatically be extended by a period of time equal in length to the period during which such violation(s) occurred.

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(f)The Executive will not directly or indirectly at any time during the period of the Executive’s employment or for one year thereafter attempt to disrupt, damage, impair or interfere with the Employer’s business by hiring any of the Employer’s employees or soliciting any of them to resign from their employment by the Employer, or by disrupting the relationship between the Employer and any of its consultants, agents, representatives or vendors. The Executive acknowledges that this covenant is necessary to enable the Employer to maintain a stable workforce and remain in business.

8.Communication of Contents of Agreement. While employed by the Employer and for two years thereafter, the Executive will communicate the contents of Sections 6 and 7 of this Agreement to any person, firm, association, partnership, corporation or other entity that the Executive intends to be employed by, associated with, or represent.

9.No Conflicts. The Executive represents and warrants that the Executive is not presently subject to any agreement with a competitor or potential competitor of the Employer, or to any other contract, oral or written, that could restrict or prevent the Executive from entering into this Agreement or performing his duties in full accord with this Agreement.

10.Executive Representations and Warranties. The Executive hereby represents and warrants to the Employer that:

(a)the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party, or any judgment, order or decree to which the Executive is subject;

(b)the Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, confidentiality agreement, non-disclosure agreement or similar agreement with any other person or entity;

(c)the Executive has read through the entirety of this Agreement, and prior to signing it, the Executive has been advised by independent legal counsel; and

(d)upon the execution and delivery of this Agreement by the Employer and the Executive, this Agreement will be a valid and binding obligation of the Executive, enforceable in accordance with its terms.

11.Acknowledgments. The Executive acknowledges that the Executive is an executive and management level employee as referenced in, and governed by, C.R.S. 8-2-113(2)(d). The Executive further acknowledges that the covenants contained in Section 6 are necessary to protect, and reasonably related to the protection of, the Employer’s trade secrets, to which the Executive will be exposed and with which the Executive will be entrusted.

12.Equitable Remedies. The services to be rendered by the Executive and the confidential information entrusted to the Executive as a result of the Executive’s employment by the Employer are of a unique and special character, and any breach of Sections 6 and 7 will cause

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the Employer immediate and irreparable injury and damage, for which monetary relief would be inadequate or difficult to quantify. The Employer will be entitled to, in addition to all other remedies available to it, injunctive relief and specific performance to prevent a breach and to secure the enforcement of Sections 6 and 7. Injunctive relief may be granted immediately upon the commencement of any such action.

13.Taxes. The Employer may withhold from any amounts payable under this Agreement all federal, state, provincial, city or other taxes as the Employer is required to withhold pursuant to any applicable law, regulation or ruling. Notwithstanding any other provision of this Agreement, the Employer shall not be obligated to guarantee any particular tax result for the Executive with respect to any payment provided to the Executive hereunder, and the Executive shall be responsible for any taxes imposed on the Executive with respect to any such payment.

14.Section 280G. Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit to be paid or provided hereunder would be a “Parachute Payment”, within the meaning of Section 280G of the Code, but for the application of this sentence, then the payments and benefits to be paid or provided hereunder shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes a Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payments and benefits to be provided to the Executive, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income taxes). Any determinations required to be made under this Section 14 shall be made by the Employer’s independent accountants, which shall provide detailed supporting calculations both to the Employer and the Executive within 15 business days of the date of termination or such earlier time as is requested by the Employer, and shall be made at the expense of the Employer. The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 14 shall not of itself limit or otherwise affect any other rights of the Executive under this Agreement. The reduction of the payments and benefits shall occur in the following order: (a) the payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) shall be reduced (if necessary, to zero), with amounts that are payable last reduced first; (b) the payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, shall next be reduced; and (c) all non-cash benefits shall be next reduced pro-rata.

15.Section 409A.

(a)To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Executive. This Agreement shall be administered and interpreted in a manner consistent with this intent. Consistent with that intent, and to the extent required under Section 409A of the Code, for benefits that are to be paid in connection with a termination of employment, “termination of employment” shall be limited to such a termination that constitutes a “separation from service” under Section 409A of the Code.

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(b)Notwithstanding any provision of this Agreement to the contrary, if the Executive is a “specified employee” determined pursuant to procedures adopted by the Employer in compliance with Section 409A of the Code, on the date of his separation from service (within the meaning of Treasury Regulation section 1.409A-1(h)) and if any portion of the payments or benefits to be received by the Executive upon his termination of employment would constitute a “deferral of compensation” subject to Section 409A of the Code, then to the extent necessary to comply with Section 409A of the Code, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment will instead be paid or made available on the earlier of (i) the first business day of the seventh month after the date of the Executive’s termination of employment, or (ii) the Executive’s death. For purposes of application of Section 409A of the Code, to the extent applicable, each payment made under this Agreement shall be treated as a separate payment.

(c)Notwithstanding any provision of this Agreement to the contrary, to the extent any reimbursement or in-kind benefit provided under this Agreement is nonqualified deferred compensation within the meaning of Section 409A of the Code: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; (ii) the reimbursement of an eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

16.Entire Agreement; Amendments. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter and supersedes, terminates, and replaces any prior or contemporaneous understandings or agreements. This Agreement may be amended, supplemented, waived, or terminated only by a written instrument duly executed by the Parties.

17.Headings. The headings in this Agreement are for convenience of reference only and shall not affect its interpretation. Attachment A to this Agreement contains certain defined terms used in this Agreement.

18.Severability. The covenants in this Agreement shall be construed as independent of one another, and as obligations distinct from one another and any other contract between the Executive and the Employer. If any provision of this Agreement is held illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability shall not affect any other provisions hereof. It is the intention of the Parties that in the event any provision is held illegal, invalid or unenforceable, that such provision be limited so as to effect the intent of the Parties to the fullest extent permitted by applicable law. Any claim by the Executive against the Employer shall not constitute a defense to enforcement by the Employer of this Agreement.

19.Survival. The Parties agree that any provisions of this Agreement which, by their terms, are intended to survive the termination of this Agreement shall so survive. Without limiting the generality of the foregoing, the Parties specifically agree that the provisions of Sections 3(c), 3(d), 3(e), 5, 6, 7, 8, 12, 13, 14, 15, 20, 21, 22, 23, 24 and 25, and this Section 19, are independent of, and survive after the termination of, the other portions of this Agreement.

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20.Notices. All notices, demands, waivers, consents, approvals, or other communications required hereunder shall be in writing and shall be deemed to have been given if delivered personally, if sent by telegram, telex or facsimile with confirmation of receipt, if sent by certified or registered mail, postage prepaid, return receipt requested, or if sent by same day or overnight courier service to the following addresses:

If to the Employer, to:

Molycorp, Inc.

5619 Denver Tech Center Parkway

Suite 1000

Greenwood Village, Colorado 80111

Tel: 303-843-8040

Fax: 303-843-8082

If to the Executive, to:

The last address on record for the Executive

as contained in the Executive’s personnel file,

or as otherwise provided to the Employer by

the Executive.

Notice of any change in any such address shall also be given in the manner set forth above. Whenever the giving of notice is required, the giving of such notice may be waived by the Party entitled to receive such notice.

21.Waiver. The failure of any Party to insist upon strict performance of any of the terms or conditions of this Agreement shall not constitute a waiver of any of such Party’s rights hereunder.

22.Assignment. Other than as provided below, neither Party may assign any rights or delegate any of obligations hereunder without the prior written consent of the other Party, and such purported assignment or delegation shall be void; provided that the Employer may assign the Agreement to any entity that purchases the stock or assets of the Employer or any affiliate. This Agreement binds, inures to the benefit of, and is enforceable by the successors and permitted assigns of the Parties and does not confer any rights on any other persons or entities.

23.No Mitigation. The Executive shall not be required to mitigate the amount of any payments or benefits provided for under Section 5 of this Agreement by seeking other employment or otherwise, and any such payments or benefits will not be reduced solely because such other employment is obtained.

24.Governing Law. This Agreement shall be construed and enforced in accordance with Colorado law, except for any Colorado conflict-of-law principle that might require the application of the laws of another jurisdiction.

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25.Choice of Forum. Any dispute arising from or relating to this Agreement shall be resolved in the District Court for the City and County of Denver or in the United States District Court for the District of Colorado.

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IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates below:

EMPLOYER:                        EXECUTIVE:

MOLYCORP, INC.

By:	/s/ Geoffrey R. Bedford	/s/ Kevin W. Johnson
	Name:    Geoffrey R. Bedford	Name: Kevin W. Johnson
	Title:    President and CEO
	Date: June 27, 2014	Date: June 27, 2014

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Attachment A

For purposes of this Agreement:

1.“Change of Control” means the occurrence of any of the following events:

i. the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Employer where such acquisition causes such Person to own more than 50% of the combined voting power of the then outstanding voting securities of the Employer entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not be deemed to result in a Change of Control: (A) any acquisition directly from the Employer that is approved by the Incumbent Board (as defined in subsection (ii) below), (B) any acquisition by the Employer, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Employer or any corporation controlled by the Employer or (D) any acquisition by any corporation pursuant to a transaction that complies with clauses (A), (B) and (C) of subsection (iii) below; provided, further, that if any Person’s beneficial ownership of the Outstanding Company Voting Securities exceeds 50% as a result of a transaction described in clause (A) or (B) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Employer, such subsequent acquisition shall be treated as an acquisition that causes such Person to own more than 50% of the Outstanding Company Voting Securities; and provided, further, that if at least a majority of the members of the Incumbent Board determines in good faith that a Person has acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the Outstanding Company Voting Securities inadvertently, and such Person divests as promptly as practicable a sufficient number of shares so that such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) less than or equal to 50% of the Outstanding Company Voting Securities, then no Change of Control shall have occurred as a result of such Person’s acquisition;

ii. individuals who, as of the Effective Date, constituted the Board (the “Incumbent Board” as modified by this subsection (ii)) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Employer’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (either by specific vote or by approval of the proxy statement of the Employer in which such person is named as a nominee for

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director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

iii. the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Employer or the acquisition of assets of another corporation or other transaction (“Business Combination”) excluding, however, such a Business Combination pursuant to which (A) the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Employer or all or substantially all of the Employer’s assets either directly or through one or more subsidiaries), (B) no Person (excluding any employee benefit plan (or related trust) of the Employer, the Employer or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the entity resulting from such Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

iv. approval by the stockholders of the Employer of a complete liquidation or dissolution of the Employer except pursuant to a Business Combination that complies with clauses (A), (B) and (C) of subsection (iii) above.

2.“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended and in effect from time to time, and any successor statute.

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Exhibit A

Benefit Summary

1. PPO (Preferred Provider Organization) or HDHP (High-Deductible Health Plan) Medical Plan

2. Dental Plan

3. Vision Plan

4. Flexible Spending Account (FSA)

5. Basic Life Insurance - 2x annual earnings to a maximum of $300,000 with option to purchase additional amounts

6. Accidental Death and Dismemberment Insurance - 2x annual earnings to a maximum of $300,000 with option to purchase additional amounts

7. Short Term and Long Term Disability Insurance

8. Business Travel Accident Insurance

9. Employee Assistance Program (EAP)

10. Molycorp Minerals LLC 401(k) Plan

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EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Geoffrey R. Bedford, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Molycorp, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 6, 2014

/s/ Geoffrey R. Bedford

Geoffrey R. Bedford

President and Chief Executive Officer
(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Michael F. Doolan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Molycorp, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 6, 2014

/s/ Michael F. Doolan

Michael F. Doolan

Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002

In connection with the Form 10-Q of Molycorp, Inc. (the “Company”) for the three months ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Geoffrey R. Bedford, as President and Chief Executive Officer of the Company, and Michael F. Doolan, as Chief Financial Officer of the Company, each hereby certifies, pursuant to and solely for the purpose of 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes‑Oxley Act of 2002, to the best of his knowledge and belief, that:

(1)    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Geoffrey R. Bedford

Geoffrey R. Bedford

President and Chief Executive Officer (Principal Executive Officer)

August 6, 2014

/s/ Michael F. Doolan

Michael F. Doolan

Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

August 6, 2014

EX-95.1

Exhibit 95.1

Molycorp, Inc.

Mine Safety Disclosure for the Quarter Ended June 30, 2014

Molycorp, Inc. (the “Company”) operates a single rare earth mine and processing facility at Mountain Pass, California (the “Molycorp Mountain Pass facility”). Operations at the Molycorp Mountain Pass facility are subject to regulation by, among other agencies, the federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977, as amended by the Mine Improvement and New Emergency Response Act of 2006 (the “Mine Act”).

Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Section 1503(a)”) and Item 104 of Regulation S-K require the Company to present certain information regarding mining safety in its periodic reports filed with the Securities and Exchange Commission.

The following table reflects citations, orders and notices issued to the Company by MSHA during the quarterly period ended June 30, 2014 (the “Reporting Period”) and contains certain additional information as required by Section 1503(a) and Item 104 of Regulation S-K, including information regarding mining-related fatalities, proposed assessments from MSHA and legal actions (“Legal Actions”) before the Federal Mine Safety and Health Review Commission (“FMSHRC”), an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act. The proposed assessments for the Reporting Period were taken from the MSHA data retrieval system as of June 30, 2014.

Included below is the information required by Section 1503(a) with respect to the Molycorp Mountain Pass facility (MSHA Identification Number 0402542) for the Reporting Period:

		Three Months Ended June 30, 2014
(A)	Total number of alleged violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under Section 104 of the Mine Act for which the Company received a citation from MSHA	15
(B)	Total number of orders issued under Section 104(b) of the Mine Act	—
(C)	Total number of citations and orders for alleged unwarrantable failure by the Company to comply with mandatory health or safety standards under Section 104(d) of the Mine Act	—
(D)	Total number of alleged flagrant violations under Section 110(b)(2) of the Mine Act	—
(E)	Total number of imminent danger orders issued under Section 107(a) of the Mine Act	—
(F)	Total dollar value of proposed assessments from MSHA under the Mine Act	$	30,251
(G)	Total number of mining-related fatalities	—
(H)	Received notice from MSHA of a pattern of violations under Section 104(e) of the Mine Act	No
(I)	Received notice from MSHA of the potential to have a pattern of violations under Section 104(e) of the Mine Act	No
(J)	Total number of Legal Actions pending as of the last day of the Reporting Period (1)	8
(K)	Total number of Legal Actions instituted during the Reporting Period	2
(L)	Total number of Legal Actions resolved during the Reporting Period	—

(1) As of June 30, 2014, three legal actions are Section 111 Complaints for Compensation, one legal action is a Section 105(c) Complaint for Discharge, Discrimination or Interference, and four legal actions are penalty assessment contests.

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Property, Plant and Equipment, net (Details) (USD $)	3 Months Ended			6 Months Ended
	Jun. 30, 2014		Jun. 30, 2013	Jun. 30, 2014		Jun. 30, 2013	Dec. 31, 2013
Property, Plant and Equipment [Line Items]
Capitalized expenditures related to plant modernization and other capitalized costs	$ 17,200,000		$ 77,400,000	$ 29,400,000		$ 198,200,000
Interest costs capitalized			19,300,000			40,800,000
Property, plant and equipment at cost	1,884,564,000			1,884,564,000			1,865,552,000
Less accumulated depreciation	(141,070,000)			(141,070,000)			(102,678,000)
Property, plant and equipment, net	1,743,494,000			1,743,494,000			1,762,874,000
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment at cost	12,785,000			12,785,000			12,822,000
Land improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment at cost	304,372,000			304,372,000			327,029,000
Buildings and improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment at cost	572,269,000			572,269,000			418,510,000
Plant and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment at cost	475,980,000			475,980,000			288,603,000
Vehicles
Property, Plant and Equipment [Line Items]
Property, plant and equipment at cost	2,969,000			2,969,000			2,986,000
Computer software
Property, Plant and Equipment [Line Items]
Property, plant and equipment at cost	12,449,000			12,449,000			12,424,000
Furnitures and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment at cost	1,044,000			1,044,000			1,044,000
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment at cost	453,744,000	[1]		453,744,000	[1]		755,107,000	[1]
Natural gas delivery facility under capital lease
Property, Plant and Equipment [Line Items]
Natural gas delivery facility under capital lease	15,658,000			15,658,000			15,658,000
Mining equipment under capital lease
Property, Plant and Equipment [Line Items]
Property, plant and equipment at cost	9,496,000			9,496,000			7,370,000
Mineral properties
Property, Plant and Equipment [Line Items]
Property, plant and equipment at cost	$ 23,798,000			$ 23,798,000			$ 23,999,000

[1] Primarily related to expenditures at the Mountain Pass facility.

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Fair Value of Financial Instruments Liability Carrying and Fair Value (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total long-term debt, carrying value	$ 1,482,014
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total long-term debt, carrying value	1,354,920	1,339,369
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total long-term debt, fair value	1,158,951	1,285,106
Convertible Debt | 3.25% Convertible Notes, net of discount, due June 2016 | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total long-term debt, carrying value	211,406	207,028
Convertible Debt | 6.00% Convertible Notes, net of discount, due September 2017 | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total long-term debt, carrying value	354,606	346,708
Convertible Debt | 5.50% Convertible Notes, net of discount, due February 2018 | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total long-term debt, carrying value	150,760	148,198
Senior Notes | 10% Senior Notes, net of discount, due June 2020 | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total long-term debt, carrying value	638,148	637,435
Level 1 | Convertible Debt | 3.25% Convertible Notes, net of discount, due June 2016 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total long-term debt, fair value	173,650	161,771
Level 1 | Convertible Debt | 6.00% Convertible Notes, net of discount, due September 2017 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total long-term debt, fair value	269,618	312,570
Level 1 | Convertible Debt | 5.50% Convertible Notes, net of discount, due February 2018 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total long-term debt, fair value	112,125	164,015
Level 1 | Senior Notes | 10% Senior Notes, net of discount, due June 2020 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total long-term debt, fair value	$ 603,558	$ 646,750

XML

Commitments and Contingencies Purchase Commitments (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014
Commitments and Contingencies Disclosure [Abstract]
Purchase Obligation	$ 142,252
Purchase Obligation, Due in Next Twelve Months	142,252
Purchase Obligation, Due in Second and Third Year	0
Purchase Obligation, Due in Fourth and Fifth Year	0
Purchase Obligation, Due after Fifth Year	$ 0

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Condensed Consolidating Balance Sheet (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 156,372	$ 314,317	$ 264,162	$ 227,790
Trade accounts receivable, net	47,031	61,757
Inventory	182,022	171,783
Prepaid expenses and other current assets	33,867	29,210
Total current assets	419,292	577,067
Non-current assets:
Deposits	25,698	25,997
Property, plant and equipment, net	1,743,494	1,762,874
Inventory	25,934	25,329
Intangible assets, net	318,954	330,867
Investments	46,303	48,875
Goodwill	228,750	228,750
Investments in consolidated subsidiaries	0	0
Intercompany accounts receivable	0	0
Other non-current assets	22,821	7,043
Total non-current assets	2,411,954	2,429,735
Total assets	2,831,246	3,006,802
Current liabilities:
Trade accounts payable	63,082	84,449
Accrued expenses	47,005	48,501
Debt and capital lease obligations	14,230	16,362
Other current liabilities	4,386	4,063
Total current liabilities	128,703	153,375
Non-current liabilities:
Asset retirement obligation	16,523	16,966
Deferred tax liabilities	78,424	85,481
Debt and capital lease obligations	1,378,669	1,363,916
Intercompany accounts payable	0	0
Other non-current liabilities	10,256	10,002
Total non-current liabilities	1,483,872	1,476,365
Total liabilities	1,612,575	1,629,740
Stockholders’ equity:
Common stock	245	241
Preferred stock	0	2
Additional paid-in capital	2,207,938	2,194,405
Accumulated other comprehensive loss	(7,412)	(6,451)	(12,065)	(9,433)
Accumulated deficit	(1,010,435)	(840,474)
Total Molycorp stockholders’ equity	1,190,336	1,347,723
Noncontrolling interests	28,335	29,339
Total stockholders’ equity	1,218,671	1,377,062	1,394,442	1,251,258
Total liabilities and stockholders’ equity	2,831,246	3,006,802
Parent
Current assets:
Cash and cash equivalents	36,680	169,145	113,810	16,560
Trade accounts receivable, net	0	0
Inventory	0	0
Prepaid expenses and other current assets	0	0
Total current assets	36,680	169,145
Non-current assets:
Deposits	1,755	1,754
Property, plant and equipment, net	0	0
Inventory	0	0
Intangible assets, net	0	0
Investments	0	0
Goodwill	0	0
Investments in consolidated subsidiaries	409,155	532,767
Intercompany accounts receivable	2,099,444	2,001,583
Other non-current assets	16,380	0
Total non-current assets	2,526,734	2,536,104
Total assets	2,563,414	2,705,249
Current liabilities:
Trade accounts payable	0	0
Accrued expenses	18,158	18,158
Debt and capital lease obligations	0	0
Other current liabilities	0	0
Total current liabilities	18,158	18,158
Non-current liabilities:
Asset retirement obligation	0	0
Deferred tax liabilities	0	0
Debt and capital lease obligations	1,354,920	1,339,368
Intercompany accounts payable	0	0
Other non-current liabilities	0	0
Total non-current liabilities	1,354,920	1,339,368
Total liabilities	1,373,078	1,357,526
Stockholders’ equity:
Common stock	245	241
Preferred stock		2
Additional paid-in capital	2,207,938	2,194,405
Accumulated other comprehensive loss	(7,412)	(6,451)
Accumulated deficit	(1,010,435)	(840,474)
Total Molycorp stockholders’ equity	1,190,336	1,347,723
Noncontrolling interests	0	0
Total stockholders’ equity	1,190,336	1,347,723
Total liabilities and stockholders’ equity	2,563,414	2,705,249
Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	6,072	6,467	6,752	18,020
Trade accounts receivable, net	3,841	4,990
Inventory	35,407	32,307
Prepaid expenses and other current assets	17,861	15,833
Total current assets	63,181	59,597
Non-current assets:
Deposits	23,943	24,243
Property, plant and equipment, net	1,606,889	1,620,851
Inventory	25,934	25,329
Intangible assets, net	409	442
Investments	30,836	34,134
Goodwill	0	0
Investments in consolidated subsidiaries	120,163	121,849
Intercompany accounts receivable	0	0
Other non-current assets	651	771
Total non-current assets	1,808,825	1,827,619
Total assets	1,872,006	1,887,216
Current liabilities:
Trade accounts payable	32,202	49,702
Accrued expenses	11,766	13,782
Debt and capital lease obligations	2,852	2,234
Other current liabilities	441	617
Total current liabilities	47,261	66,335
Non-current liabilities:
Asset retirement obligation	16,523	16,966
Deferred tax liabilities	0	0
Debt and capital lease obligations	19,597	19,355
Intercompany accounts payable	2,123,529	1,999,562
Other non-current liabilities	1,401	1,393
Total non-current liabilities	2,161,050	2,037,276
Total liabilities	2,208,311	2,103,611
Stockholders’ equity:
Common stock	0	0
Preferred stock		0
Additional paid-in capital	149,857	149,857
Accumulated other comprehensive loss	0	0
Accumulated deficit	(486,162)	(366,252)
Total Molycorp stockholders’ equity	(336,305)	(216,395)
Noncontrolling interests	0	0
Total stockholders’ equity	(336,305)	(216,395)
Total liabilities and stockholders’ equity	1,872,006	1,887,216
Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	113,620	138,705	143,600	193,210
Trade accounts receivable, net	43,190	56,767
Inventory	146,615	139,476
Prepaid expenses and other current assets	16,006	13,377
Total current assets	319,431	348,325
Non-current assets:
Deposits	0	0
Property, plant and equipment, net	136,605	142,023
Inventory	0	0
Intangible assets, net	318,545	330,425
Investments	15,467	14,741
Goodwill	228,750	228,750
Investments in consolidated subsidiaries	0	0
Intercompany accounts receivable	24,085	0
Other non-current assets	5,790	6,272
Total non-current assets	729,242	722,211
Total assets	1,048,673	1,070,536
Current liabilities:
Trade accounts payable	30,880	34,747
Accrued expenses	17,081	16,561
Debt and capital lease obligations	11,378	14,128
Other current liabilities	3,945	3,446
Total current liabilities	63,284	68,882
Non-current liabilities:
Asset retirement obligation	0	0
Deferred tax liabilities	78,424	85,481
Debt and capital lease obligations	4,152	5,193
Intercompany accounts payable	0	2,021
Other non-current liabilities	8,855	8,609
Total non-current liabilities	91,431	101,304
Total liabilities	154,715	170,186
Stockholders’ equity:
Common stock	0	0
Preferred stock		0
Additional paid-in capital	1,315,426	1,315,426
Accumulated other comprehensive loss	(7,412)	(6,451)
Accumulated deficit	(442,391)	(437,964)
Total Molycorp stockholders’ equity	865,623	871,011
Noncontrolling interests	28,335	29,339
Total stockholders’ equity	893,958	900,350
Total liabilities and stockholders’ equity	1,048,673	1,070,536
Eliminations
Current assets:
Cash and cash equivalents	0	0	0	0
Trade accounts receivable, net	0	0
Inventory	0	0
Prepaid expenses and other current assets	0	0
Total current assets	0	0
Non-current assets:
Deposits	0	0
Property, plant and equipment, net	0	0
Inventory	0	0
Intangible assets, net	0	0
Investments	0	0
Goodwill	0	0
Investments in consolidated subsidiaries	(529,318)	(654,616)
Intercompany accounts receivable	(2,123,529)	(2,001,583)
Other non-current assets	0	0
Total non-current assets	(2,652,847)	(2,656,199)
Total assets	(2,652,847)	(2,656,199)
Current liabilities:
Trade accounts payable	0	0
Accrued expenses	0	0
Debt and capital lease obligations	0	0
Other current liabilities	0	0
Total current liabilities	0	0
Non-current liabilities:
Asset retirement obligation	0	0
Deferred tax liabilities	0	0
Debt and capital lease obligations	0	0
Intercompany accounts payable	(2,123,529)	(2,001,583)
Other non-current liabilities	0	0
Total non-current liabilities	(2,123,529)	(2,001,583)
Total liabilities	(2,123,529)	(2,001,583)
Stockholders’ equity:
Common stock	0	0
Preferred stock		0
Additional paid-in capital	(1,465,283)	(1,465,283)
Accumulated other comprehensive loss	7,412	6,451
Accumulated deficit	928,553	804,216
Total Molycorp stockholders’ equity	(529,318)	(654,616)
Noncontrolling interests	0	0
Total stockholders’ equity	(529,318)	(654,616)
Total liabilities and stockholders’ equity	$ (2,652,847)	$ (2,656,199)

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Activity Related to Restricted Stock-based Awards (Details) (USD $)	6 Months Ended
	Jun. 30, 2014
PBRSUs
Number of Shares
Unvested at the beginning of the period (in shares)	697,797
Granted (in shares)	744,540
Forfeited (in shares)	(4,343)
Vested (in shares)	0
Unvested at the end of the period (in shares)	1,437,994
Weighted Average Grant-Date Price
Unvested shares at the beginning of the period (in dollars per share)	$ 7.45
Granted (in dollars per share)	$ 4.99
Forfeited (in dollars per share)	$ 5.88
Vested (in dollars per share)	$ 0.00
Unvested shares at the end of the period (in dollars per share)	$ 6.18
RSUs
Number of Shares
Unvested at the beginning of the period (in shares)	1,076,385
Granted (in shares)	932,052
Forfeited (in shares)	(54,775)
Vested (in shares)	(49,913)
Unvested at the end of the period (in shares)	1,903,749
Weighted Average Grant-Date Price
Unvested shares at the beginning of the period (in dollars per share)	$ 9.81
Granted (in dollars per share)	$ 4.41
Forfeited (in dollars per share)	$ 8.95
Vested (in dollars per share)	$ 31.91
Unvested shares at the end of the period (in dollars per share)	$ 6.61

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Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements, Recurring and Nonrecurring

Our assets and liabilities measured at fair value on a recurring basis were as follows at June 30, 2014 and December 31, 2013:

	June 30, 2014
	Quoted Prices in Active Markets for Identical Assets/Liabilities		Significant Other Observable Inputs	Significant Unobservable Inputs
	(Level 1)		(Level 2)	(Level 3)		Total
	(In thousands)
Assets:
Cash equivalents	$	42,377	—	—		$	42,377
Liabilities:
Derivative liability	—		—	$	6,303	$	6,303

	December 31, 2013
	Quoted Prices in Active Markets for Identical Assets/Liabilities		Significant Other Observable Inputs	Significant Unobservable Inputs
	(Level 1)		(Level 2)	(Level 3)		Total
	(In thousands)
Assets:
Cash equivalents	$	179,052	—	—		$	179,052
Liabilities:
Derivative liability	—		—	$	6,089	$	6,089

Fair Value, by Balance Sheet Grouping

The following table presents the fair value of financial liabilities we reported at their carrying value at June 30, 2014 and December 31, 2013:

	June 30, 2014				December 31, 2013
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(In thousands)
Long-term debt
3.25% Convertible Notes due June 2016	$	211,406	$	173,650	$	207,028	$	161,771
6.00% Convertible Notes due September 2017	354,606		269,618		346,708		312,570
5.50% Convertible Notes due February 2018	150,760		112,125		148,198		164,015
10% Senior Notes due June 2020	638,148		603,558		637,435		646,750
Total long-term debt	$	1,354,920	$	1,158,951	$	1,339,369	$	1,285,106

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Condensed Consolidating Statements of Cash Flows (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	$ (118,248)	$ (74,041)
Cash flows from investing activities:
Loans to guarantor		0
Intercompany advances made	0	0
Repayments from non-guarantor	0	0
Loans to non-guarantor		0
Investment in joint ventures	(703)	(3,423)
Capital expenditures	(44,687)	(264,726)
Recovery from insurance claims	12,900	0
Other investing activities	395	(224)
Net cash used in investing activities	(32,095)	(268,373)
Cash flows from financing activities:
Repayments of debt	(3,079)	(27,283)
Net proceeds from sale of common stock	0	248,150
Issuance of 5.50% Convertible Notes	0	165,600
Payments of preferred dividends	(2,846)	(5,693)
Dividend paid to noncontrolling interests	(1,135)	(1,946)
Borrowings from non-guarantor		0
Borrowing from guarantor		0
Repayments to parent	0	0
Intercompany advances owed	0	0
Other financing activities	164	(360)
Net cash (used in) provided by financing activities	(6,896)	378,468
Effect of exchange rate changes on cash	(706)	318
Net change in cash and cash equivalents	(157,945)	36,372
Cash and cash equivalents at beginning of the period	314,317	227,790
Cash and cash equivalents at end of period	156,372	264,162
Parent
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	(36,253)	(1,972)
Cash flows from investing activities:
Loans to guarantor		0
Intercompany advances made	(141,366)	(318,835)
Repayments from non-guarantor	48,000	10,000
Loans to non-guarantor		0
Investment in joint ventures	0	0
Capital expenditures	0	0
Recovery from insurance claims	0
Other investing activities	0	0
Net cash used in investing activities	(93,366)	(308,835)
Cash flows from financing activities:
Repayments of debt	0	0
Net proceeds from sale of common stock		248,150
Issuance of 5.50% Convertible Notes		165,600
Payments of preferred dividends	(2,846)	(5,693)
Dividend paid to noncontrolling interests	0	0
Borrowings from non-guarantor		0
Borrowing from guarantor		0
Repayments to parent	0	0
Intercompany advances owed	0	0
Other financing activities	0	0
Net cash (used in) provided by financing activities	(2,846)	408,057
Effect of exchange rate changes on cash	0	0
Net change in cash and cash equivalents	(132,465)	97,250
Cash and cash equivalents at beginning of the period	169,145	16,560
Cash and cash equivalents at end of period	36,680	113,810
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	(71,050)	(93,855)
Cash flows from investing activities:
Loans to guarantor		0
Intercompany advances made	0	0
Repayments from non-guarantor	0	0
Loans to non-guarantor		(1,300)
Investment in joint ventures	0	(3,423)
Capital expenditures	(40,928)	(255,989)
Recovery from insurance claims	12,900
Other investing activities	0	0
Net cash used in investing activities	(28,028)	(260,712)
Cash flows from financing activities:
Repayments of debt	0	0
Net proceeds from sale of common stock		0
Issuance of 5.50% Convertible Notes		0
Payments of preferred dividends	0	0
Dividend paid to noncontrolling interests	0	0
Borrowings from non-guarantor		40,000
Borrowing from guarantor		0
Repayments to parent	0	0
Intercompany advances owed	97,822	303,659
Other financing activities	861	(360)
Net cash (used in) provided by financing activities	98,683	343,299
Effect of exchange rate changes on cash	0	0
Net change in cash and cash equivalents	(395)	(11,268)
Cash and cash equivalents at beginning of the period	6,467	18,020
Cash and cash equivalents at end of period	6,072	6,752
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	(10,945)	21,786
Cash flows from investing activities:
Loans to guarantor		(40,000)
Intercompany advances made	0	0
Repayments from non-guarantor	0	0
Loans to non-guarantor		0
Investment in joint ventures	(703)	0
Capital expenditures	(3,759)	(8,737)
Recovery from insurance claims	0
Other investing activities	395	(224)
Net cash used in investing activities	(4,067)	(48,961)
Cash flows from financing activities:
Repayments of debt	(3,079)	(27,283)
Net proceeds from sale of common stock		0
Issuance of 5.50% Convertible Notes		0
Payments of preferred dividends	0	0
Dividend paid to noncontrolling interests	(1,135)	(1,946)
Borrowings from non-guarantor		0
Borrowing from guarantor		1,300
Repayments to parent	(48,000)	(10,000)
Intercompany advances owed	43,544	15,176
Other financing activities	(697)	0
Net cash (used in) provided by financing activities	(9,367)	(22,753)
Effect of exchange rate changes on cash	(706)	318
Net change in cash and cash equivalents	(25,085)	(49,610)
Cash and cash equivalents at beginning of the period	138,705	193,210
Cash and cash equivalents at end of period	113,620	143,600
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	0	0
Cash flows from investing activities:
Loans to guarantor		40,000
Intercompany advances made	141,366	318,835
Repayments from non-guarantor	(48,000)	(10,000)
Loans to non-guarantor		1,300
Investment in joint ventures	0	0
Capital expenditures	0	0
Recovery from insurance claims	0
Other investing activities	0	0
Net cash used in investing activities	93,366	350,135
Cash flows from financing activities:
Repayments of debt	0	0
Net proceeds from sale of common stock		0
Issuance of 5.50% Convertible Notes		0
Payments of preferred dividends	0	0
Dividend paid to noncontrolling interests	0	0
Borrowings from non-guarantor		(40,000)
Borrowing from guarantor		(1,300)
Repayments to parent	48,000	10,000
Intercompany advances owed	(141,366)	(318,835)
Other financing activities	0	0
Net cash (used in) provided by financing activities	(93,366)	(350,135)
Effect of exchange rate changes on cash	0	0
Net change in cash and cash equivalents	0	0
Cash and cash equivalents at beginning of the period	0	0
Cash and cash equivalents at end of period	$ 0	$ 0

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2014

Segment Reporting [Abstract]

Schedule of segment information

Three months ended June 30, 2014	Resources			Chemicals and Oxides			Magnetic Materials and Alloys			Rare Metals			Corporate and other (a)			Eliminations(b)			Total Molycorp, Inc.
	(In thousands)
Revenues:
External	$	2,331		$	45,437		$	53,195		$	15,944					$	—		$	116,907
Inter-segment	7,706			3,195			1,165			—						(12,066		)	—
Total revenues	$	10,037		$	48,632		$	54,360		$	15,944					$	(12,066	)	$	116,907
OIBDA	$	(30,298	)	$	4,836		$	11,812		$	740
Depreciation, amortization and accretion	(17,009		)	(3,908		)	(4,261		)	(2,101		)
Operating (loss) income	$	(47,307	)	$	928		$	7,551		$	(1,361	)	$	(9,083	)	$	537		$	(48,735	)
Other income																			296
Interest expense, net of capitalized interest																			(41,285		)
Loss before income taxes and equity earnings																			$	(89,724	)

Three months ended June 30, 2013	Resources			Chemicals and Oxides			Magnetic Materials and Alloys			Rare Metals			Corporate and other (a)			Eliminations(b)			Total Molycorp, Inc.
	(In thousands)
Revenues:
External	$	10,922		$	34,789		$	66,114		$	24,287					$	—		$	136,112
Inter-segment	6,665			6,692			—			—						(13,357		)	—
Total revenues	$	17,587		$	41,481		$	66,114		$	24,287					$	(13,357	)	$	136,112
OIBDA	$	(28,775	)	$	(9,585	)	$	18,060		$	(695	)
Depreciation, amortization and accretion	(11,629		)	(5,589		)	(7,422		)	(2,005		)
Operating (loss) income	$	(40,404	)	$	(15,174	)	$	10,638		$	(2,700	)	$	(9,953	)	$	(1,286	)	$	(58,879	)
Other income																			2,813
Interest expense, net of capitalized interest																			(14,869		)
Loss before income taxes and equity earnings																			$	(70,935	)

a. Includes business development costs, personnel costs, stock-based compensation, accounting and legal fees, occupancy expense, information technology costs and interest expense.

b. Consist of inter-segment sales and gross profits eliminations as well as eliminations of lower of cost or market adjustments related to inter-segment inventory.

Six months ended June 30, 2014	Resources			Chemicals and Oxides			Magnetic Materials and Alloys			Rare Metals			Corporate and other (a)			Eliminations(b)			Total Molycorp, Inc.
	(In thousands)
Revenues:
External	$	5,442		$	85,707		$	107,915		$	36,368					$	—		$	235,432
Inter-segment	20,159			9,481			2,383			—						(32,023		)	—
Total revenues	$	25,601		$	95,188		$	110,298		$	36,368					$	(32,023	)	$	235,432
OIBDA	$	(66,742	)	$	8,136		$	25,489		$	671
Depreciation, amortization and accretion	(30,101		)	(7,781		)	(8,498		)	(4,194		)
Operating (loss) income	$	(96,843	)	$	355		$	16,991		$	(3,523	)	$	(16,196	)	$	(537	)	$	(99,753	)
Other income																			770
Interest expense, net of capitalized interest																			(76,925		)
Loss before income taxes and equity earnings																			$	(175,908	)

Six months ended June 30, 2013	Resources			Chemicals and Oxides			Magnetic Materials and Alloys			Rare Metals			Corporate and other (a)			Eliminations(b)			Total Molycorp, Inc.
	(In thousands)
Revenues:
External	$	25,580		$	84,389		$	120,792		$	50,750					$	—		$	281,511
Inter-segment	9,310			21,302			—			—						(30,612		)	—
Total revenues	$	34,890		$	105,691		$	120,792		$	50,750					$	(30,612	)	$	281,511
OIBDA	$	(59,847	)	$	(7,353	)	$	30,302		$	4,859
Depreciation, amortization and accretion	(20,682		)	(11,127		)	(12,901		)	(4,258		)
Operating (loss) income	$	(80,529	)	$	(18,480	)	$	17,401		$	601		$	(21,518	)	$	(1,824	)	$	(104,349	)
Other income																			2,360
Interest expense, net of capitalized interest																			(26,518		)
Loss before income taxes and equity earnings																			$	(128,507	)

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Concentrations (Details) (USD $)	3 Months Ended		6 Months Ended				3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014 Product Concentration Magnetic Materials and Alloys Daido Electronics	Dec. 31, 2013 Product Concentration Magnetic Materials and Alloys Daido Electronics	Jun. 30, 2014 Product Concentration Cerium products Chemicals and Oxides	Jun. 30, 2013 Product Concentration Cerium products Chemicals and Oxides	Jun. 30, 2014 Product Concentration Cerium products Chemicals and Oxides	Jun. 30, 2013 Product Concentration Cerium products Chemicals and Oxides	Jun. 30, 2014 Product Concentration Neo Powders Magnetic Materials and Alloys	Jun. 30, 2013 Product Concentration Neo Powders Magnetic Materials and Alloys	Jun. 30, 2014 Product Concentration Neo Powders Magnetic Materials and Alloys	Jun. 30, 2013 Product Concentration Neo Powders Magnetic Materials and Alloys	Jun. 30, 2014 Product Concentration Neo Powders Magnetic Materials and Alloys Daido Electronics	Jun. 30, 2013 Product Concentration Neo Powders Magnetic Materials and Alloys Daido Electronics	Jun. 30, 2014 Product Concentration Neo Powders Magnetic Materials and Alloys Daido Electronics	Jun. 30, 2013 Product Concentration Neo Powders Magnetic Materials and Alloys Daido Electronics
Concentrations
Entity-wide revenue, major customers							11.00%	7.00%	10.00%	11.00%	44.00%	41.00%	44.00%	38.00%
Sales, net of intercompany transactions	$ 116,907,000	$ 136,112,000	$ 235,432,000	$ 281,511,000											$ 15,000,000	$ 14,000,000	$ 27,200,000	$ 22,900,000
Accounts Receivable, Related Parties					$ 5,100,000	$ 7,500,000

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Income Taxes Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Income Tax Disclosure [Abstract]
Effective income tax rate	8.30%	5.00%	5.30%	20.20%
Income Tax Expense (Benefit)		$ (9.6)

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Inventory (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Current:
Concentrate stockpiles	$ 90	$ 24
Raw materials	49,293	42,627
Work in process	39,250	41,962
Finished goods	70,817	65,662
Materials and supplies	22,572	21,508
Total current	182,022	171,783
Long-term:
Concentrate stockpiles	0	4
Raw materials	25,934	25,325
Total long-term	$ 25,934	$ 25,329

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Net Change in Operating Assets and Liabilities (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Decrease (increase) in operating assets:
Trade accounts receivable	$ 14,708	$ 1,205
Inventory	(48,213)	23,176
Prepaid expenses and other current assets	(5,764)	519
Increase (decrease) in operating liabilities:
Trade accounts payable	(6,070)	(21,167)
Income tax payable	684	494
Interest payable	15,552	(27,689)
Asset retirement obligation	(1,196)	(2,013)
Accrued expenses	(1,614)	(17,388)
Net change in operating assets and liabilities	$ (31,913)	$ (42,863)

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Commitments and Contingencies Operating Leases (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014
Remaining annual minimum payments under operating leases
Operating lease obligations, total minimum payments	$ 6,491
Operating lease obligations, Less Than 1 Year	2,400
Operating lease obligations, 1 -3 Years	2,621
Operating lease obligations, 4 - 5 Years	602
Operating lease obligations, More Than 5 Years	$ 868

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Segment Information

6 Months Ended

Jun. 30, 2014

Segment Reporting [Abstract]

Segment Information

Our operations are organized into four reportable segments, each reflecting a unique combination of product lines and technologies: Resources, Chemicals and Oxides, Magnetic Materials and Alloys, and Rare Metals. The primary measurement we use to measure the financial performance of each reportable segment is OIBDA (Operating income before depreciation, amortization and accretion).

Three months ended June 30, 2014	Resources			Chemicals and Oxides			Magnetic Materials and Alloys			Rare Metals			Corporate and other (a)			Eliminations(b)			Total Molycorp, Inc.
	(In thousands)
Revenues:
External	$	2,331		$	45,437		$	53,195		$	15,944					$	—		$	116,907
Inter-segment	7,706			3,195			1,165			—						(12,066		)	—
Total revenues	$	10,037		$	48,632		$	54,360		$	15,944					$	(12,066	)	$	116,907
OIBDA	$	(30,298	)	$	4,836		$	11,812		$	740
Depreciation, amortization and accretion	(17,009		)	(3,908		)	(4,261		)	(2,101		)
Operating (loss) income	$	(47,307	)	$	928		$	7,551		$	(1,361	)	$	(9,083	)	$	537		$	(48,735	)
Other income																			296
Interest expense, net of capitalized interest																			(41,285		)
Loss before income taxes and equity earnings																			$	(89,724	)

Three months ended June 30, 2013	Resources			Chemicals and Oxides			Magnetic Materials and Alloys			Rare Metals			Corporate and other (a)			Eliminations(b)			Total Molycorp, Inc.
	(In thousands)
Revenues:
External	$	10,922		$	34,789		$	66,114		$	24,287					$	—		$	136,112
Inter-segment	6,665			6,692			—			—						(13,357		)	—
Total revenues	$	17,587		$	41,481		$	66,114		$	24,287					$	(13,357	)	$	136,112
OIBDA	$	(28,775	)	$	(9,585	)	$	18,060		$	(695	)
Depreciation, amortization and accretion	(11,629		)	(5,589		)	(7,422		)	(2,005		)
Operating (loss) income	$	(40,404	)	$	(15,174	)	$	10,638		$	(2,700	)	$	(9,953	)	$	(1,286	)	$	(58,879	)
Other income																			2,813
Interest expense, net of capitalized interest																			(14,869		)
Loss before income taxes and equity earnings																			$	(70,935	)

a. Includes business development costs, personnel costs, stock-based compensation, accounting and legal fees, occupancy expense, information technology costs and interest expense.

b. Consist of inter-segment sales and gross profits eliminations as well as eliminations of lower of cost or market adjustments related to inter-segment inventory.

Six months ended June 30, 2014	Resources			Chemicals and Oxides			Magnetic Materials and Alloys			Rare Metals			Corporate and other (a)			Eliminations(b)			Total Molycorp, Inc.
	(In thousands)
Revenues:
External	$	5,442		$	85,707		$	107,915		$	36,368					$	—		$	235,432
Inter-segment	20,159			9,481			2,383			—						(32,023		)	—
Total revenues	$	25,601		$	95,188		$	110,298		$	36,368					$	(32,023	)	$	235,432
OIBDA	$	(66,742	)	$	8,136		$	25,489		$	671
Depreciation, amortization and accretion	(30,101		)	(7,781		)	(8,498		)	(4,194		)
Operating (loss) income	$	(96,843	)	$	355		$	16,991		$	(3,523	)	$	(16,196	)	$	(537	)	$	(99,753	)
Other income																			770
Interest expense, net of capitalized interest																			(76,925		)
Loss before income taxes and equity earnings																			$	(175,908	)

Six months ended June 30, 2013	Resources			Chemicals and Oxides			Magnetic Materials and Alloys			Rare Metals			Corporate and other (a)			Eliminations(b)			Total Molycorp, Inc.
	(In thousands)
Revenues:
External	$	25,580		$	84,389		$	120,792		$	50,750					$	—		$	281,511
Inter-segment	9,310			21,302			—			—						(30,612		)	—
Total revenues	$	34,890		$	105,691		$	120,792		$	50,750					$	(30,612	)	$	281,511
OIBDA	$	(59,847	)	$	(7,353	)	$	30,302		$	4,859
Depreciation, amortization and accretion	(20,682		)	(11,127		)	(12,901		)	(4,258		)
Operating (loss) income	$	(80,529	)	$	(18,480	)	$	17,401		$	601		$	(21,518	)	$	(1,824	)	$	(104,349	)
Other income																			2,360
Interest expense, net of capitalized interest																			(26,518		)
Loss before income taxes and equity earnings																			$	(128,507	)

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Stockholders' Equity (Details) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended			0 Months Ended	12 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013	Mar. 01, 2014 Series A Mandatory Convertible Preferred Stock	Dec. 31, 2013 Series A Mandatory Convertible Preferred Stock	Mar. 01, 2014 Common Stock
Class of Stock [Line Items]
Common shares issued	244,864,035		240,380,138
Preferred stock outstanding					2,070,000
Dividend rate					5.50%
Conversion rate for preferred stock to common stock						2.0000
Shares issued upon conversion of preferred stock						4,140,000
Cash dividend declared and paid	$ 2,846	$ 5,693		$ 2,800

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Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2014

Equity [Abstract]

Accounting Changes and Error Corrections

The out-of-period adjustment had the following impact on the condensed consolidated balance sheet and the condensed consolidated statements of operations and comprehensive loss as of June 30, 2014:

Increase to balance sheet captions:	As of June 30, 2014
Other non-current assets	$	16,381
Property, plant and equipment, net	3,378
Additional paid-in capital	15,062

Increase to statements of operations and comprehensive loss captions:	Three Months Ended   June 30, 2014		Six Months Ended   June 30, 2014
Interest expense, net of capitalized interest	$	4,933	$	4,933
Income tax benefit	9,630		9,630

Schedule of Share-Lending Arrangements

The following table provides certain other information on our share-lending arrangements as of June 30, 2014:

	2012 Borrowed Shares		2013 Borrowed Shares		Total
	(In thousands)
Fair value	$	7,957	$	4,450	$	12,407
Unamortized issuance cost	11,546		4,835		16,381

Deferred Finance Costs, Own-share Lending Arrangement, Issuance Costs

The amount of non-cash interest cost recognized relating to the amortization of the issuance cost associated with the combined share-lending arrangements was as follows in 2014:

	Three Months Ended   June 30, 2014		Six Months Ended   June 30, 2014
	(In thousands)
Interest cost expensed	$	4,933	$	4,933
Interest cost capitalized	3,378		3,378

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table provides the changes in Accumulated other comprehensive income (loss) (“AOCI”) for the six-month periods ended June 30, 2014 and 2013:

	Foreign currency translation adjustments			Postretirement benefit liability		Accumulated other comprehensive loss
	(In thousands)
Balance at December 31, 2013	$	(6,638	)	$	187	$	(6,451	)
Change in other comprehensive loss before reclassifications	(961		)	—		(961		)
Net income (loss) reclassified from AOCI	—			—		—
Balance at June 30, 2014	$	(7,599	)	$	187	$	(7,412	)

	Foreign currency translation adjustments			Postretirement benefit liability			Accumulated other comprehensive loss
	(In thousands)
Balance at December 31, 2012	$	(8,261	)	$	(1,172	)	$	(9,433	)
Change in other comprehensive loss before reclassifications	(2,632		)	—			(2,632		)
Net income (loss) reclassified from AOCI	—			—			—
Balance at June 30, 2013	$	(10,893	)	$	(1,172	)	$	(12,065	)

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Debt and Capital Lease Obligations (Tables)

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The following table provides a summary of the current and non-current portions of our debt outstanding and capital lease obligations at June 30, 2014 and December 31, 2013:

	June 30, 2014				December 31, 2013
	Current		Non-Current		Current		Non-Current
	(In thousands)
Bank loans due May 2014- September 2017	$	11,378	$	1,943	$	14,128	$	2,699
3.25% Convertible Notes, net of discount, due June 2016	—		211,406		—		207,028
6.00% Convertible Notes, net of discount, due September 2017	—		354,606		—		346,708
5.00% Debentures, net of discount, due December 2017	—		2,209		—		2,493
5.50% Convertible Notes, net of discount, due February 2018	—		150,760		—		148,198
10% Senior Notes, net of discount, due June 2020	—		638,148		—		637,435
Total debt	11,378		1,359,072		14,128		1,344,561
Capital lease obligations	2,852		19,597		2,234		19,355
Total debt and capital lease obligations	$	14,230	$	1,378,669	$	16,362	$	1,363,916

Schedule of Maturities of Long-term Debt

Scheduled minimum debt repayments, excluding capital lease obligations, were as follows at June 30, 2014:

	June 30, 2014
Debt maturities, excluding capital leases	(In thousands)
Remainder of 2014	10,648
2015	1,431
2016	230,814
2017	416,621
2018	172,500
Thereafter	650,000
Total	1,482,014

As of June 30, 2014, we were in compliance with all applicable covenants related to our indebtedness, which are all affirmative in nature and contain customary "Change of control" provisions.

Schedule of Long-term Debt Conversions

The following table presents a reconciliation of the principal amount to the net carrying value for each of our Convertible Notes and our Senior Notes at June 30, 2014 and December 31, 2013, and provides the interest cost of each instrument for the three and six months ended June 30, 2014 and 2013:

	3.25% Convertible Notes						6.00% Convertible Notes						5.50% Convertible Notes						10% Senior Notes
	June 30, 2014			December 31, 2013			June 30, 2014			December 31, 2013			June 30, 2014			December 31, 2013			June 30, 2014			December 31, 2013
	(In thousands)
Principal amount	$	230,000		$	230,000		$	414,000		$	414,000		$	172,500		172,500			$	650,000		$	650,000
Unamortized debt discount	(18,594		)	(22,972		)	(59,394		)	(67,292		)	(21,740		)	(24,302		)	(11,852		)	(12,565		)
Net carrying amount	$	211,406		$	207,028		$	354,606		$	346,708		$	150,760		148,198			$	638,148		$	637,435
Interest cost (a)
	Three Months Ended June 30,
	2014			2013			2014			2013			2014			2013			2014			2013
	$	4,070		$	3,931		$	10,275		$	9,909		$	3,676		$	3,576		$	16,645		$	16,610
	Six Months Ended June 30,
	2014			2013			2014			2013			2014			2013			2014			2013
	$	8,128		$	7,851		$	20,425		$	19,722		$	7,335		$	5,873		$	33,284		$	33,215

(a) Interest cost includes the coupon interest, accretion of the initial equity component of the convertible notes (3.25% - $36,227; 6.00% - $68,695; and 5.50% - $21,815), accretion of the underwriting discounts and amortization of the issuance costs allocated to the liability component.

Schedule of Future Minimum Lease Payments for Capital Leases

At June 30, 2014, total future minimum payments on our capital leases were as follows:

	June 30, 2014
Capital Leases	(In thousands)
Remainder of 2014	3,834
2015	7,667
2016	7,667
2017	6,550
2018	5,160
Thereafter	17,789
Total	48,667

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Condensed Consolidating Statement of Operations and Comprehensive Income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Condensed Financial Statements, Captions [Line Items]
Revenues	$ 116,907	$ 136,112	$ 235,432	$ 281,511
Costs of sales:
Costs excluding depreciation and amortization	(113,399)	(135,724)	(238,872)	(271,255)
Depreciation and amortization	(20,079)	(18,424)	(36,226)	(32,596)
Gross loss	(16,571)	(18,036)	(39,666)	(22,340)
Operating expenses:
Selling, general and administrative	(20,424)	(26,059)	(38,379)	(52,610)
Depreciation, amortization and accretion	(7,257)	(8,278)	(14,459)	(16,488)
Research and development	(4,483)	(6,506)	(7,249)	(12,911)
Operating loss	(48,735)	(58,879)	(99,753)	(104,349)
Other expenses:
Other income	296	2,813	770	2,360
Interest expense, net of capitalized interest	(41,285)	(14,869)	(76,925)	(26,518)
Interest income (expense) from intercompany notes	0	0	0	0
Equity loss from consolidated subsidiaries	0	0	0	0
Loss before income taxes and equity earnings	(89,724)	(70,935)	(175,908)	(128,507)
Income tax benefit	7,427	3,530	9,334	26,021
Equity in loss of affiliates	(1,553)	(3,284)	(3,275)	(6,356)
Net loss	(83,850)	(70,689)	(169,849)	(108,842)
Net income attributable to noncontrolling interests	(49)	(486)	(112)	(1,304)
Net loss attributable to Molycorp stockholders	(83,899)	(71,175)	(169,961)	(110,146)
Other comprehensive (loss) income:
Foreign currency translation adjustments	(109)	662	(961)	(2,632)
Comprehensive loss	(83,959)	(70,027)	(170,810)	(111,474)
Comprehensive loss attributable to:
Molycorp stockholders	(83,910)	(69,541)	(170,698)	(110,170)
Noncontrolling interest	(49)	(486)	(112)	(1,304)
Parent
Condensed Financial Statements, Captions [Line Items]
Revenues	0	0	0	0
Costs of sales:
Costs excluding depreciation and amortization	0	0	0	0
Depreciation and amortization	0	0	0	0
Gross loss	0	0	0	0
Operating expenses:
Selling, general and administrative	(153)	0	(393)	0
Depreciation, amortization and accretion	0	0	0	0
Research and development	0	0	0	0
Operating loss	(153)	0	(393)	0
Other expenses:
Other income	15,149	0	(3,122)	0
Interest expense, net of capitalized interest	(39,658)	(14,745)	(74,214)	(25,885)
Interest income (expense) from intercompany notes	10,434	8,592	20,789	18,244
Equity loss from consolidated subsidiaries	(79,301)	(65,022)	(122,651)	(108,389)
Loss before income taxes and equity earnings	(93,529)	(71,175)	(179,591)	(116,030)
Income tax benefit	9,630	0	9,630	5,884
Equity in loss of affiliates	0	0	0	0
Net loss	(83,899)	(71,175)	(169,961)	(110,146)
Net income attributable to noncontrolling interests	0	0	0	0
Net loss attributable to Molycorp stockholders	(83,899)	(71,175)	(169,961)	(110,146)
Other comprehensive (loss) income:
Foreign currency translation adjustments	0	0	0	0
Comprehensive loss	(83,899)	(71,175)	(169,961)	(110,146)
Comprehensive loss attributable to:
Molycorp stockholders	(83,899)	(71,175)	(169,961)	(110,146)
Noncontrolling interest	0	0	0	0
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Revenues	12,009	27,168	29,239	48,777
Costs of sales:
Costs excluding depreciation and amortization	(38,490)	(46,363)	(91,869)	(91,692)
Depreciation and amortization	(16,031)	(11,757)	(28,158)	(19,187)
Gross loss	(42,512)	(30,952)	(90,788)	(62,102)
Operating expenses:
Selling, general and administrative	(10,437)	(16,488)	(18,595)	(33,504)
Depreciation, amortization and accretion	(1,057)	48	(2,102)	(1,661)
Research and development	(100)	(1,431)	(243)	(3,391)
Operating loss	(54,106)	(48,823)	(111,728)	(100,658)
Other expenses:
Other income	196	244	212	243
Interest expense, net of capitalized interest	(1,190)	(2,236)	(2,395)	(4,295)
Interest income (expense) from intercompany notes	(510)	1,237	(1,014)	2,881
Equity loss from consolidated subsidiaries	(2,009)	(7,487)	(1,686)	(6,409)
Loss before income taxes and equity earnings	(57,619)	(57,065)	(116,611)	(108,238)
Income tax benefit	0	(11,198)	0	8,252
Equity in loss of affiliates	(1,592)	(8,012)	(3,299)	(10,010)
Net loss	(59,211)	(76,275)	(119,910)	(109,996)
Net income attributable to noncontrolling interests	0	0	0	0
Net loss attributable to Molycorp stockholders	(59,211)	(76,275)	(119,910)	(109,996)
Other comprehensive (loss) income:
Foreign currency translation adjustments	0	0	0	0
Comprehensive loss	(59,211)	(76,275)	(119,910)	(109,996)
Comprehensive loss attributable to:
Molycorp stockholders	(59,211)	(76,275)	(119,910)	(109,996)
Noncontrolling interest	0	0	0	0
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Revenues	113,319	120,976	227,051	255,124
Costs of sales:
Costs excluding depreciation and amortization	(83,330)	(101,393)	(167,861)	(201,953)
Depreciation and amortization	(4,048)	(6,667)	(8,068)	(13,409)
Gross loss	25,941	12,916	51,122	39,762
Operating expenses:
Selling, general and administrative	(9,834)	(9,571)	(19,391)	(19,106)
Depreciation, amortization and accretion	(6,200)	(8,326)	(12,357)	(14,827)
Research and development	(4,383)	(5,075)	(7,006)	(9,520)
Operating loss	5,524	(10,056)	12,368	(3,691)
Other expenses:
Other income	(15,049)	2,569	3,680	2,117
Interest expense, net of capitalized interest	(437)	2,112	(316)	3,662
Interest income (expense) from intercompany notes	(9,924)	(9,829)	(19,775)	(21,125)
Equity loss from consolidated subsidiaries	0	0	0	0
Loss before income taxes and equity earnings	(19,886)	(15,204)	(4,043)	(19,037)
Income tax benefit	(2,203)	14,728	(296)	11,885
Equity in loss of affiliates	39	4,728	24	3,654
Net loss	(22,050)	4,252	(4,315)	(3,498)
Net income attributable to noncontrolling interests	(49)	(486)	(112)	(1,304)
Net loss attributable to Molycorp stockholders	(22,099)	3,766	(4,427)	(4,802)
Other comprehensive (loss) income:
Foreign currency translation adjustments	(109)	662	(961)	(2,632)
Comprehensive loss	(22,159)	4,914	(5,276)	(6,130)
Comprehensive loss attributable to:
Molycorp stockholders	(22,110)	5,400	(5,164)	(4,826)
Noncontrolling interest	(49)	(486)	(112)	(1,304)
Eliminations
Condensed Financial Statements, Captions [Line Items]
Revenues	(8,421)	(12,032)	(20,858)	(22,390)
Costs of sales:
Costs excluding depreciation and amortization	8,421	12,032	20,858	22,390
Depreciation and amortization	0	0	0	0
Gross loss	0	0	0	0
Operating expenses:
Selling, general and administrative	0	0	0	0
Depreciation, amortization and accretion	0	0	0	0
Research and development	0	0	0	0
Operating loss	0	0	0	0
Other expenses:
Other income	0	0	0	0
Interest expense, net of capitalized interest	0	0	0	0
Interest income (expense) from intercompany notes	0	0	0	0
Equity loss from consolidated subsidiaries	81,310	72,509	124,337	114,798
Loss before income taxes and equity earnings	81,310	72,509	124,337	114,798
Income tax benefit	0	0	0	0
Equity in loss of affiliates	0	0	0	0
Net loss	81,310	72,509	124,337	114,798
Net income attributable to noncontrolling interests	0	0	0	0
Net loss attributable to Molycorp stockholders	81,310	72,509	124,337	114,798
Other comprehensive (loss) income:
Foreign currency translation adjustments	0	0	0	0
Comprehensive loss	81,310	72,509	124,337	114,798
Comprehensive loss attributable to:
Molycorp stockholders	81,310	72,509	124,337	114,798
Noncontrolling interest	$ 0	$ 0	$ 0	$ 0

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Stockholders' Equity Share-Lending Arrangements (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended												3 Months Ended	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013	Jun. 30, 2014 6.00% Convertible Notes, net of discount, due September 2017 Convertible Debt	Aug. 31, 2012 6.00% Convertible Notes, net of discount, due September 2017 Convertible Debt	Jun. 30, 2014 6.00% Convertible Notes, net of discount, due September 2017 Convertible Debt Securities	Aug. 31, 2012 6.00% Convertible Notes, net of discount, due September 2017 Convertible Debt Securities	Jun. 30, 2014 5.50% Convertible Notes, net of discount, due February 2018 Convertible Debt	Jun. 30, 2014 5.50% Convertible Notes, net of discount, due February 2018 Convertible Debt Securities	Jan. 31, 2013 5.50% Convertible Notes, net of discount, due February 2018 Convertible Debt Securities	Jan. 31, 2013 Common Stock	Aug. 31, 2012 Common Stock	Jun. 30, 2014 Restatement Adjustment [Member] Own-share Lending Arrangement [Member]	Jun. 30, 2014 Restatement Adjustment [Member] Own-share Lending Arrangement [Member]
Error Corrections and Prior Period Adjustments Restatement
Other non-current assets	$ 22,821		$ 22,821		$ 7,043										$ 16,381	$ 16,381
Property, plant and equipment, net	1,743,494		1,743,494		1,762,874										3,378	3,378
Additional paid-in capital	2,207,938		2,207,938		2,194,405										15,062	15,062
Interest expense, net of capitalized interest	41,285	14,869	76,925	26,518											4,933	4,933
Income tax benefit	7,427	3,530	9,334	26,021											9,630	9,630
Interest rate						6.00%	6.00%			5.50%		5.50%
Own-share Lending Arrangement, Shares, Outstanding													6,666,666	13,800,000
Fair value	12,407		12,407					7,957	18,100		4,450	6,600
Deferred Finance Costs, Own-share Lending Arrangement, Issuance Costs, Net	16,381		16,381					11,546			4,835
Interest cost expensed															4,933	4,933
Interest cost capitalized	$ 3,378		$ 3,378

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Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2014

PBRSUs

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-based Compensation, Restricted Stock Units Award Activity

The following tables summarize the stock-based awards with significant activity for the six months ended June 30, 2014:

PBRSUs	Number of Shares		Weighted Average Grant-Date Price
Unvested at December 31, 2013	697,797		$	7.45
Granted	744,540		$	4.99
Forfeited	(4,343	)	5.88
Vested	—		—
Unvested at June 30, 2014	1,437,994		$	6.18

RSUs

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-based Compensation, Restricted Stock Units Award Activity

RSUs	Number of Shares		Weighted Average Grant-Date Price
Unvested at December 31, 2013	1,076,385		$	9.81
Granted	932,052		$	4.41
Forfeited	(54,775	)	$	8.95
Vested	(49,913	)	$	31.91
Unvested at June 30, 2014	1,903,749		$	6.61

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Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum rental payments for operating leases

Remaining annual minimum payments under these leases at June 30, 2014 were as follows:

	Total		Less Than 1 Year		1 - 3 Years		4 - 5 Years		More Than 5 Years
	(In thousands)
Operating lease obligations	$	6,491	$	2,400	$	2,621	$	602	$	868

Contractual Obligation, Fiscal Year Maturity Schedule

Future payments for all purchase commitments at June 30, 2014 were as follows:

	Total		Less Than 1 Year		1 - 3 Years		4 - 5 Years		More Than 5 Years
	(In thousands)
Purchase obligations and other commitment	$	142,252	$	142,252	$	—	$	—	$	—

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Liquidity and Capital Requirements

6 Months Ended

Jun. 30, 2014

Capital Requirements [Abstract]

Liquidity and Capital Requirements

Liquidity and Capital Requirements

We expect to use our cash balances of $156.4 million as of June 30, 2014, as well as cash generated from operations in certain business units and available and planned financing to fund our capital expenditures, debt service and other cash requirements. Capital expenditures for our Mountain Pass facility are expected to total approximately $30.0 million for the remainder of 2014, including remaining payments for certain capital expenditures incurred as of June 30, 2014, and $30.0 million in 2015. Additionally, we expect to spend approximately $10.0 million for the remainder of 2014 and $30 million in 2015 on maintenance and expansion capital expenditures across all other business units.

In August 2014, we and certain of our subsidiaries entered into a commitment letter with Oaktree Capital Management, L.P. (collectively with certain of its affiliates and funds under its management, "Oaktree") pursuant to which Oaktree agreed to provide to us and certain of our subsidiaries up to $400 million in secured financing through credit facilities and the sale and leaseback of certain equipment at our Mountain Pass facility, which is expected to provide additional funding for corporate, operating and capital expenditures. This proposed financing is subject to various conditions precedent. For more information, see Note 17 below.

The amount of our cash requirements continues to be dependent on (i) the accuracy of our cost estimates for capital expenditures, (ii) our ability to ramp-up run rates at our Mountain Pass facility pursuant to our expectations without further delays, and to achieve lower cash costs of production as a result of further optimization of operations at our Mountain Pass facility, (iii) stable or improved market conditions, (iv) our ability to sell our production of rare earths to external customers and our downstream facilities (including our ability to sell our cerium through market acceptance of SorbX^® or otherwise), (v) our ability to repatriate cash generated from our global operations, and (vi) the absence of payments on current and future contingent liabilities. If these assumptions prove inaccurate, our estimates could prove incorrect and we may need additional financing.

As part of our cash management procedures, we continue to evaluate opportunities to reduce costs. Also, we have utilized and will continue to utilize lease financing for certain heavy mobile equipment and vehicles.

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Net Change in Operating Assets and Liabilities (Tables)

6 Months Ended

Jun. 30, 2014

Net Change in Operating Assets and Liabilities

Schedule of changes in operating assets and liabilities, net of the effects of acquisitions and dispositions

Net change in operating assets and liabilities, net of the effects of acquisitions and dispositions, consisted of the following for the six months ended June 30,2014 and 2013:

	Six Months Ended June 30,
	2014			2013
	(In thousands)
Decrease (increase) in operating assets:
Trade accounts receivable	$	14,708		$	1,205
Inventory	(48,213		)	23,176
Prepaid expenses and other current assets	(5,764		)	519
Increase (decrease) in operating liabilities:
Trade accounts payable	(6,070		)	(21,167		)
Income tax payable	684			494
Interest payable	15,552			(27,689		)
Asset retirement obligation	(1,196		)	(2,013		)
Accrued expenses	(1,614		)	(17,388		)
	$	(31,913	)	$	(42,863	)

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Debt and Capital Lease Obligations (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013	Aug. 31, 2012
Long-term Debt, Current and Noncurrent [Abstract]
Current portion of debt outstanding	$ 11,378,000	$ 14,128,000
Noncurrent portion of debt outstanding	1,359,072,000	1,344,561,000
Capital lease obligations, current	2,852,000	2,234,000
Capital lease obligations, Noncurrent	19,597,000	19,355,000
Total debt and Capital lease obligations, Current	14,230,000	16,362,000
Total debt and Capital lease obligations, Non-Current	1,378,669,000	1,363,916,000
Long-term Debt, by Maturity [Abstract]
Remainder of 2014	10,648,000
2015	1,431,000
2016	230,814,000
2017	416,621,000
2018	172,500,000
Thereafter	650,000,000
Total	1,482,014,000
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
Remainder of 2014	3,834,000
2015	7,667,000
2016	7,667,000
2017	6,550,000
2018	5,160,000
Thereafter	17,789,000
Total	48,667,000
Notes Payable to Banks
Long-term Debt, Current and Noncurrent [Abstract]
Current portion of debt outstanding	11,378,000	14,128,000
Noncurrent portion of debt outstanding	1,943,000	2,699,000
Weighted average interest rate	3.41%	3.59%
Convertible Debt | 3.25% Convertible Notes, net of discount, due June 2016
Debt Instrument [Line Items]
Interest rate	3.25%
Long-term Debt, Current and Noncurrent [Abstract]
Current portion of debt outstanding	0	0
Noncurrent portion of debt outstanding	211,406,000	207,028,000
Convertible Debt | 6.00% Convertible Notes, net of discount, due September 2017
Debt Instrument [Line Items]
Interest rate	6.00%		6.00%
Long-term Debt, Current and Noncurrent [Abstract]
Current portion of debt outstanding	0	0
Noncurrent portion of debt outstanding	354,606,000	346,708,000
Convertible Debt | 5.50% Convertible Notes, net of discount, due February 2018
Debt Instrument [Line Items]
Interest rate	5.50%
Long-term Debt, Current and Noncurrent [Abstract]
Current portion of debt outstanding	0	0
Noncurrent portion of debt outstanding	150,760,000	148,198,000
Convertible Subordinated Debt | 5.00% Debentures, net of discount, due December 2017
Debt Instrument [Line Items]
Interest rate	5.00%
Long-term Debt, Current and Noncurrent [Abstract]
Current portion of debt outstanding	0	0
Noncurrent portion of debt outstanding	2,209,000	2,493,000
Senior Notes | 10% Senior Notes, net of discount, due June 2020
Debt Instrument [Line Items]
Interest rate	10.00%
Long-term Debt, Current and Noncurrent [Abstract]
Current portion of debt outstanding	0	0
Noncurrent portion of debt outstanding	638,148,000	637,435,000
Long-term Debt, by Maturity [Abstract]
Fair market value of assets excluded from security interest, maximum	15,000,000
Cash collateral excluded from security interest, maximum	105.00%
Voting stock of foreign subsidiaries excluded from security interest, minimum	65.00%
Carrying Value
Long-term Debt, by Maturity [Abstract]
Total	1,354,920,000	1,339,369,000
Carrying Value | Convertible Debt | 3.25% Convertible Notes, net of discount, due June 2016
Long-term Debt, by Maturity [Abstract]
Total	211,406,000	207,028,000
Carrying Value | Convertible Debt | 6.00% Convertible Notes, net of discount, due September 2017
Long-term Debt, by Maturity [Abstract]
Total	354,606,000	346,708,000
Carrying Value | Convertible Debt | 5.50% Convertible Notes, net of discount, due February 2018
Long-term Debt, by Maturity [Abstract]
Total	150,760,000	148,198,000
Carrying Value | Senior Notes | 10% Senior Notes, net of discount, due June 2020
Long-term Debt, by Maturity [Abstract]
Total	$ 638,148,000	$ 637,435,000

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Fair Value of Financial Instruments (Details) (Fair Value, Measurements, Recurring, USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Assets:
Cash equivalents	$ 42,377	$ 179,052
Liabilities:
Derivative liability	6,303	6,089
Level 1
Assets:
Cash equivalents	42,377	179,052
Liabilities:
Derivative liability	0	0
Level 2
Assets:
Cash equivalents	0	0
Liabilities:
Derivative liability	0	0
Level 3
Assets:
Cash equivalents	0	0
Liabilities:
Derivative liability	$ 6,303	$ 6,089

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 156,372	$ 314,317
Trade accounts receivable, net	47,031	61,757
Inventory (Note 4)	182,022	171,783
Prepaid expenses and other current assets	33,867	29,210
Total current assets	419,292	577,067
Non-current assets:
Deposits	25,698	25,997
Property, plant and equipment, net (Note 5)	1,743,494	1,762,874
Inventory (Note 4)	25,934	25,329
Intangible assets, net	318,954	330,867
Investments	46,303	48,875
Goodwill	228,750	228,750
Other non-current assets	22,821	7,043
Total non-current assets	2,411,954	2,429,735
Total assets	2,831,246	3,006,802
Current liabilities:
Trade accounts payable	63,082	84,449
Accrued expenses	47,005	48,501
Debt and capital lease obligations (Note 6)	14,230	16,362
Other current liabilities	4,386	4,063
Total current liabilities	128,703	153,375
Non-current liabilities:
Asset retirement obligation	16,523	16,966
Deferred tax liabilities	78,424	85,481
Debt and capital lease obligations (Note 6)	1,378,669	1,363,916
Other non-current liabilities	10,256	10,002
Total non-current liabilities	1,483,872	1,476,365
Total liabilities	1,612,575	1,629,740
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock, $0.001 par value; 700,000,000 shares authorized at June 30, 2014 and 350,000,000 at December 31, 2013 (Note 8)	245	241
Preferred stock, $0.001 par value; 5,000,000 shares authorized at December 31, 2013 (Note 8)	0	2
Additional paid-in capital	2,207,938	2,194,405
Accumulated other comprehensive loss	(7,412)	(6,451)
Accumulated deficit	(1,010,435)	(840,474)
Total Molycorp stockholders’ equity	1,190,336	1,347,723
Noncontrolling interests	28,335	29,339
Total stockholders’ equity	1,218,671	1,377,062
Total liabilities and stockholders’ equity	$ 2,831,246	$ 3,006,802

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Stockholders' Equity Accumulated Other Comprehensive Income (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance at beginning of the period	$ (6,451)	$ (9,433)
Change in other comprehensive loss before reclassifications	(961)	(2,632)
Net income (loss) reclassified from AOCI	0	0
Balance at end of the period	(7,412)	(12,065)
Foreign currency translation adjustments
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance at beginning of the period	(6,638)	(8,261)
Change in other comprehensive loss before reclassifications	(961)	(2,632)
Net income (loss) reclassified from AOCI	0	0
Balance at end of the period	(7,599)	(10,893)
Postretirement benefit liability
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance at beginning of the period	187	(1,172)
Change in other comprehensive loss before reclassifications	0	0
Net income (loss) reclassified from AOCI	0	0
Balance at end of the period	$ 187	$ (1,172)

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Cash flows from operating activities:
Net loss	$ (169,849)	$ (108,842)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation, amortization and accretion	50,685	49,399
Deferred income tax benefit	(14,712)	(29,496)
Inventory write-downs	36,863	47,958
Release of inventory step-up value	719	3,499
Stock-based compensation	2,288	794
Equity in results of affiliates	3,275	6,356
Other operating adjustments	4,396	(846)
Net change in operating assets and liabilities (Note 14)	(31,913)	(42,863)
Net cash used in operating activities	(118,248)	(74,041)
Cash flows from investing activities:
Investment in joint ventures	(703)	(3,423)
Capital expenditures	(44,687)	(264,726)
Recovery from insurance claims	12,900	0
Other investing activities	395	(224)
Net cash used in investing activities	(32,095)	(268,373)
Cash flows from financing activities:
Repayments of debt	(3,079)	(27,283)
Net proceeds from sale of common stock	0	248,150
Issuance of 5.50% Convertible Notes	0	165,600
Payments of preferred dividends	(2,846)	(5,693)
Dividend paid to noncontrolling interests	(1,135)	(1,946)
Other financing activities	164	(360)
Net cash (used in) provided by financing activities	(6,896)	378,468
Effect of exchange rate changes on cash	(706)	318
Net change in cash and cash equivalents	(157,945)	36,372
Cash and cash equivalents at beginning of the period	314,317	227,790
Cash and cash equivalents at end of period	156,372	264,162
Non-cash financing activities and investing activities:
Change in accrued capital expenditures	$ (15,400)	$ (108,861)

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Liquidity and Capital Requirements (Details) (USD $)							0 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2014 Molycorp Mountain Pass facility	Jun. 30, 2014 Maintenance and Other Expansion Capital Expenditures	Aug. 06, 2014 Subsequent Event
Capital Expenditures [Line Items]
Cash and cash equivalents	$ 156,372,000	$ 314,317,000	$ 264,162,000	$ 227,790,000
Estimated future capital expenditures remainder of 2014					30,000,000	10,000,000
Estimated capital expenditures in 2015					30,000,000	30,000,000
Debt and Lease Financing Commitment Capacity							$ 400,000,000

XML

Subsidiary Guarantor Financial Information

6 Months Ended

Jun. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Subsidiary Guarantor Financial Information

Subsidiary Guarantor Financial Information

The Senior Notes are fully, unconditionally and jointly and severally guaranteed by all of Molycorp, Inc.'s 100% owned existing and future domestic material subsidiaries, as defined in the indenture governing the Senior Notes. The Senior Notes guarantee of a guarantor will automatically terminate, and the obligations of such guarantor under the Senior Notes guarantee will be unconditionally released and discharged, upon (all terms as defined in the indenture governing the Senior Notes):

(1) any sale, exchange, transfer or other disposition of a majority of the capital stock of (including by way of consolidation or merger) such guarantor by Molycorp or any restricted subsidiary to any person or persons, as a result of which such guarantor is no longer a direct or indirect subsidiary of Molycorp;

(2) any sale, exchange, transfer or other disposition of all or substantially all assets of such guarantor that results in such guarantor having no assets;

(3) the designation by Molycorp of such guarantor as an unrestricted subsidiary; or

(4) defeasance or discharge of the Senior Notes;

provided that any such event occurs in accordance with all other applicable provisions of the indenture.

Presented below are the condensed consolidating financial statements of Molycorp, Inc. (“Parent”) as issuer, its combined guarantor subsidiaries and its combined non-guarantor subsidiaries, which are presented as an alternative to providing separate financial statements for the guarantors. The accounts of the Parent, the guarantor and non-guarantor subsidiaries are presented using the equity method of accounting for investments in subsidiaries for purposes of these condensed consolidating financial statements only. Certain of the prior periods separate financial information has been reclassified to conform to the presentation of the most recent period herein disclosed.

	June 30, 2014
	(In thousands)
Condensed Consolidating Balance Sheets	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Current assets:
Cash and cash equivalents	$	36,680		$	6,072		$	113,620		$	—		$	156,372
Trade accounts receivable, net	—			3,841			43,190			—			47,031
Inventory	—			35,407			146,615			—			182,022
Prepaid expenses and other current assets	—			17,861			16,006			—			33,867
Total current assets	36,680			63,181			319,431			—			419,292
Non-current assets:
Deposits	1,755			23,943			—			—			25,698
Property, plant and equipment, net	—			1,606,889			136,605			—			1,743,494
Inventory	—			25,934			—			—			25,934
Intangible assets, net	—			409			318,545			—			318,954
Investments	—			30,836			15,467			—			46,303
Goodwill	—			—			228,750			—			228,750
Investments in consolidated subsidiaries	409,155			120,163			—			(529,318		)	—
Intercompany accounts receivable	2,099,444			—			24,085			(2,123,529		)	—
Other non-current assets	16,380			651			5,790			—			22,821
Total non-current assets	2,526,734			1,808,825			729,242			(2,652,847		)	2,411,954
Total assets	$	2,563,414		$	1,872,006		$	1,048,673		$	(2,652,847	)	$	2,831,246
Current liabilities:
Trade accounts payable	$	—		$	32,202		$	30,880		$	—		$	63,082
Accrued expenses	18,158			11,766			17,081			—			47,005
Debt and capital lease obligations	—			2,852			11,378			—			14,230
Other current liabilities	—			441			3,945			—			4,386
Total current liabilities	18,158			47,261			63,284			—			128,703
Non-current liabilities:
Asset retirement obligation	—			16,523			—			—			16,523
Deferred tax liabilities	—			—			78,424			—			78,424
Debt and capital lease obligations	1,354,920			19,597			4,152			—			1,378,669
Intercompany accounts payable	—			2,123,529			—			(2,123,529		)	—
Other non-current liabilities	—			1,401			8,855			—			10,256
Total non-current liabilities	1,354,920			2,161,050			91,431			(2,123,529		)	1,483,872
Total liabilities	$	1,373,078		$	2,208,311		$	154,715		$	(2,123,529	)	$	1,612,575
Stockholders’ equity:
Common stock	245			—			—			—			245
Additional paid-in capital	2,207,938			149,857			1,315,426			(1,465,283		)	2,207,938
Accumulated other comprehensive loss	(7,412		)	—			(7,412		)	7,412			(7,412		)
Accumulated deficit	(1,010,435		)	(486,162		)	(442,391		)	928,553			(1,010,435		)
Total Molycorp stockholders’ equity	1,190,336			(336,305		)	865,623			(529,318		)	1,190,336
Noncontrolling interests	—			—			28,335			—			28,335
Total stockholders’ equity	1,190,336			(336,305		)	893,958			(529,318		)	1,218,671
Total liabilities and stockholders’ equity	$	2,563,414		$	1,872,006		$	1,048,673		$	(2,652,847	)	$	2,831,246

	December 31, 2013
	(In thousands)
Condensed Consolidating Balance Sheets	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Current assets:
Cash and cash equivalents	$	169,145		$	6,467		$	138,705		$	—		$	314,317
Trade accounts receivable, net	—			4,990			56,767			—			61,757
Inventory	—			32,307			139,476			—			171,783
Prepaid expenses and other current assets	—			15,833			13,377			—			29,210
Total current assets	169,145			59,597			348,325			—			577,067
Non-current assets:
Deposits	1,754			24,243			—			—			25,997
Property, plant and equipment, net	—			1,620,851			142,023			—			1,762,874
Inventory	—			25,329			—			—			25,329
Intangible assets, net	—			442			330,425			—			330,867
Investments	—			34,134			14,741			—			48,875
Goodwill	—			—			228,750			—			228,750
Investments in consolidated subsidiaries	532,767			121,849			—			(654,616		)	—
Intercompany accounts receivable	2,001,583			—			—			(2,001,583		)	—
Other non-current assets	—			771			6,272			—			7,043
Total non-current assets	2,536,104			1,827,619			722,211			(2,656,199		)	2,429,735
Total assets	$	2,705,249		$	1,887,216		$	1,070,536		$	(2,656,199	)	$	3,006,802
Current liabilities:
Trade accounts payable	$	—		$	49,702		$	34,747		$	—		$	84,449
Accrued expenses	18,158			13,782			16,561			—			48,501
Debt and capital lease obligations	—			2,234			14,128			—			16,362
Other current liabilities	—			617			3,446			—			4,063
Total current liabilities	18,158			66,335			68,882			—			153,375
Non-current liabilities:
Asset retirement obligation	—			16,966			—			—			16,966
Deferred tax liabilities	—			—			85,481			—			85,481
Debt and capital lease obligations	1,339,368			19,355			5,193			—			1,363,916
Intercompany accounts payable	—			1,999,562			2,021			(2,001,583		)	—
Other non-current liabilities	—			1,393			8,609			—			10,002
Total non-current liabilities	1,339,368			2,037,276			101,304			(2,001,583		)	1,476,365
Total liabilities	$	1,357,526		$	2,103,611		$	170,186		$	(2,001,583	)	$	1,629,740
Stockholders’ equity:
Common stock	241			—			—			—			241
Preferred stock	2			—			—			—			2
Additional paid-in capital	2,194,405			149,857			1,315,426			(1,465,283		)	2,194,405
Accumulated other comprehensive loss	(6,451		)	—			(6,451		)	6,451			(6,451		)
Accumulated deficit	(840,474		)	(366,252		)	(437,964		)	804,216			(840,474		)
Total Molycorp stockholders’ equity	1,347,723			(216,395		)	871,011			(654,616		)	1,347,723
Noncontrolling interests	—			—			29,339			—			29,339
Total stockholders’ equity	1,347,723			(216,395		)	900,350			(654,616		)	1,377,062
Total liabilities and stockholders’ equity	$	2,705,249		$	1,887,216		$	1,070,536		$	(2,656,199	)	$	3,006,802

	Three Months Ended June 30, 2014
	(In thousands)
Condensed Consolidating Statements of Operations and Comprehensive Income	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Revenues	$	—		$	12,009		$	113,319		$	(8,421	)	$	116,907
Costs of sales:
Costs excluding depreciation and amortization	—			(38,490		)	(83,330		)	8,421			(113,399		)
Depreciation and amortization	—			(16,031		)	(4,048		)	—			(20,079		)
Gross (loss) profit	—			(42,512		)	25,941			—			(16,571		)
Operating expenses:
Selling, general and administrative	(153		)	(10,437		)	(9,834		)	—			(20,424		)
Depreciation, amortization and accretion	—			(1,057		)	(6,200		)	—			(7,257		)
Research and development	—			(100		)	(4,383		)	—			(4,483		)
Operating (loss) income	(153		)	(54,106		)	5,524			—			(48,735		)
Other (expense) income:
Other income (expense)	15,149			196			(15,049		)	—			296
Interest expense, net of capitalized interest	(39,658		)	(1,190		)	(437		)	—			(41,285		)
Interest income (expense) from intercompany notes	10,434			(510		)	(9,924		)	—			—
Equity loss from consolidated subsidiaries	(79,301		)	(2,009		)	—			81,310			—
Loss before income taxes and equity earnings	(93,529		)	(57,619		)	(19,886		)	81,310			(89,724		)
Income tax benefit (expense)	9,630			—			(2,203		)	—			7,427
Equity in (loss) income of affiliates	—			(1,592		)	39			—			(1,553		)
Net loss	(83,899		)	(59,211		)	(22,050		)	81,310			(83,850		)
Net income attributable to noncontrolling interest	—			—			(49		)	—			(49		)
Net loss attributable to Molycorp stockholders	$	(83,899	)	$	(59,211	)	$	(22,099	)	$	81,310		$	(83,899	)
Net loss	$	(83,899	)	$	(59,211	)	$	(22,050	)	$	81,310		$	(83,850	)
Other comprehensive loss:
Foreign currency translation adjustments	—			—			(109		)	—			(109		)
Comprehensive loss	$	(83,899	)	$	(59,211	)	$	(22,159	)	$	81,310		$	(83,959	)
Comprehensive loss attributable to:
Molycorp stockholders	(83,899		)	(59,211		)	(22,110		)	81,310			(83,910		)
Noncontrolling interest	—			—			(49		)	—			(49		)
	$	(83,899	)	$	(59,211	)	$	(22,159	)	$	81,310		$	(83,959	)

	Six Months Ended June 30, 2014
	(In thousands)
Condensed Consolidating Statements of Operations and Comprehensive Income	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Revenues	$	—		$	29,239		$	227,051		$	(20,858	)	$	235,432
Costs of sales:
Costs excluding depreciation and amortization	—			(91,869		)	(167,861		)	20,858			(238,872		)
Depreciation and amortization	—			(28,158		)	(8,068		)	—			(36,226		)
Gross (loss) profit	—			(90,788		)	51,122			—			(39,666		)
Operating expenses:
Selling, general and administrative	(393		)	(18,595		)	(19,391		)	—			(38,379		)
Depreciation, amortization and accretion	—			(2,102		)	(12,357		)	—			(14,459		)
Research and development	—			(243		)	(7,006		)	—			(7,249		)
Operating (loss) income	(393		)	(111,728		)	12,368			—			(99,753		)
Other (expense) income:
Other (expense) income	(3,122		)	212			3,680			—			770
Interest expense, net of capitalized interest	(74,214		)	(2,395		)	(316		)	—			(76,925		)
Interest income (expense) from intercompany notes	20,789			(1,014		)	(19,775		)	—			—
Equity loss from consolidated subsidiaries	(122,651		)	(1,686		)	—			124,337			—
Loss before income taxes and equity earnings	(179,591		)	(116,611		)	(4,043		)	124,337			(175,908		)
Income tax benefit (expense)	9,630			—			(296		)	—			9,334
Equity in (loss) income of affiliates	—			(3,299		)	24			—			(3,275		)
Net loss	(169,961		)	(119,910		)	(4,315		)	124,337			(169,849		)
Net income attributable to noncontrolling interest	—			—			(112		)	—			(112		)
Net loss attributable to Molycorp stockholders	$	(169,961	)	$	(119,910	)	$	(4,427	)	$	124,337		$	(169,961	)
Net loss	$	(169,961	)	$	(119,910	)	$	(4,315	)	$	124,337		$	(169,849	)
Other comprehensive loss:
Foreign currency translation adjustments	—			—			(961		)	—			(961		)
Comprehensive loss	$	(169,961	)	$	(119,910	)	$	(5,276	)	$	124,337		$	(170,810	)
Comprehensive loss attributable to:
Molycorp stockholders	(169,961		)	(119,910		)	(5,164		)	124,337			(170,698		)
Noncontrolling interest	—			—			(112		)	—			(112		)
	$	(169,961	)	$	(119,910	)	$	(5,276	)	$	124,337		$	(170,810	)

	Three Months Ended June 30, 2013
	(In thousands)
Condensed Consolidating Statements of Operations and Comprehensive Income	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Revenues	$	—		$	27,168		$	120,976		$	(12,032	)	$	136,112
Costs of sales:
Costs excluding depreciation and amortization	—			(46,363		)	(101,393		)	12,032			(135,724		)
Depreciation and amortization	—			(11,757		)	(6,667		)	—			(18,424		)
Gross (loss) profit	—			(30,952		)	12,916			—			(18,036		)
Operating expenses:
Selling, general and administrative	—			(16,488		)	(9,571		)	—			(26,059		)
Depreciation, amortization and accretion	—			48			(8,326		)	—			(8,278		)
Research and development	—			(1,431		)	(5,075		)	—			(6,506		)
Operating loss	—			(48,823		)	(10,056		)	—			(58,879		)
Other (expense) income:
Other income	—			244			2,569			—			2,813
Interest (expense) income, net of capitalized interest	(14,745		)	(2,236		)	2,112			—			(14,869		)
Interest income (expense) from intercompany notes	8,592			1,237			(9,829		)	—			—
Equity loss from consolidated subsidiaries	(65,022		)	(7,487		)	—			72,509			—
Loss before income taxes and equity earnings	(71,175		)	(57,065		)	(15,204		)	72,509			(70,935		)
Income tax (loss) benefit	—			(11,198		)	14,728			—			3,530
Equity in loss of affiliates	—			(8,012		)	4,728			—			(3,284		)
Net loss	(71,175		)	(76,275		)	4,252			72,509			(70,689		)
Net income attributable to noncontrolling interest	—			—			(486		)	—			(486		)
Net loss attributable to Molycorp stockholders	$	(71,175	)	$	(76,275	)	$	3,766		$	72,509		$	(71,175	)
Net loss	$	(71,175	)	$	(76,275	)	$	4,252		$	72,509		$	(70,689	)
Other comprehensive (loss) income:
Foreign currency translation adjustments	—			—			662			—			662
Comprehensive loss	$	(71,175	)	$	(76,275	)	$	4,914		$	72,509		$	(70,027	)
Comprehensive loss attributable to:
Molycorp stockholders	(71,175		)	(76,275		)	5,400			72,509			(69,541		)
Noncontrolling interest	—			—			(486		)	—			(486		)
	$	(71,175	)	$	(76,275	)	$	4,914		$	72,509		$	(70,027	)

	Six Months Ended June 30, 2013
	(In thousands)
Condensed Consolidating Statements of Operations and Comprehensive Loss	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Revenues	$	—		$	48,777		$	255,124		$	(22,390	)	$	281,511
Costs of sales:
Costs excluding depreciation and amortization	—			(91,692		)	(201,953		)	22,390			(271,255		)
Depreciation and amortization	—			(19,187		)	(13,409		)	—			(32,596		)
Gross (loss) profit	—			(62,102		)	39,762			—			(22,340		)
Operating expenses:
Selling, general and administrative	—			(33,504		)	(19,106		)	—			(52,610		)
Depreciation, amortization and accretion	—			(1,661		)	(14,827		)	—			(16,488		)
Research and development	—			(3,391		)	(9,520		)	—			(12,911		)
Operating loss	—			(100,658		)	(3,691		)	—			(104,349		)
Other (expense) income:
Other income	—			243			2,117			—			2,360
Interest (expense) income, net	(25,885		)	(4,295		)	3,662			—			(26,518		)
Interest income (expense) from intercompany notes	18,244			2,881			(21,125		)	—			—
Equity loss from consolidated subsidiaries	(108,389		)	(6,409		)	—			114,798			—
Loss before income taxes and equity earnings	(116,030		)	(108,238		)	(19,037		)	114,798			(128,507		)
Income tax benefit	5,884			8,252			11,885			—			26,021
Equity in loss of affiliates	—			(10,010		)	3,654			—			(6,356		)
Net loss	(110,146		)	(109,996		)	(3,498		)	114,798			(108,842		)
Net income attributable to noncontrolling interest	—			—			(1,304		)	—			(1,304		)
Net loss attributable to Molycorp stockholders	$	(110,146	)	$	(109,996	)	$	(4,802	)	$	114,798		$	(110,146	)
Net loss	$	(110,146	)	$	(109,996	)	$	(3,498	)	$	114,798		$	(108,842	)
Other comprehensive loss:
Foreign currency translation adjustments	—			—			(2,632		)	—			(2,632		)
Comprehensive loss	$	(110,146	)	$	(109,996	)	$	(6,130	)	$	114,798		$	(111,474	)
Comprehensive loss attributable to:
Molycorp stockholders	(110,146		)	(109,996		)	(4,826		)	114,798			(110,170		)
Noncontrolling interest	—			—			(1,304		)	—			(1,304		)
	$	(110,146	)	$	(109,996	)	$	(6,130	)	$	114,798		$	(111,474	)

	Six Months Ended June 30, 2014
	(In thousands)
Condensed Consolidating Statements of Cash Flows	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Net cash used in operating activities	$	(36,253	)	$	(71,050	)	$	(10,945	)	$	—		$	(118,248	)
Cash flows from investing activities:
Intercompany advances made	(141,366		)	—			—			141,366			—
Repayments from non-guarantor	48,000			—			—			(48,000		)	—
Investment in joint ventures	—			—			(703		)	—			(703		)
Capital expenditures	—			(40,928		)	(3,759		)	—			(44,687		)
Recovery from insurance claims	—			12,900			—			—			12,900
Other investing activities	—			—			395			—			395
Net cash used in investing activities	(93,366		)	(28,028		)	(4,067		)	93,366			(32,095		)
Cash flows from financing activities:
Repayments of debt	—			—			(3,079		)	—			(3,079		)
Payments of preferred dividends	(2,846		)	—			—			—			(2,846		)
Dividend paid to noncontrolling interests	—			—			(1,135		)	—			(1,135		)
Repayments to parent	—			—			(48,000		)	48,000			—
Intercompany advances owed	—			97,822			43,544			(141,366		)	—
Other financing activities	—			861			(697		)	—			164
Net cash (used in) provided by financing activities	(2,846		)	98,683			(9,367		)	(93,366		)	(6,896		)
Effect of exchange rate changes on cash	—			—			(706		)	—			(706		)
Net change in cash and cash equivalents	(132,465		)	(395		)	(25,085		)	—			(157,945		)
Cash and cash equivalents at beginning of the period	169,145			6,467			138,705			—			314,317
Cash and cash equivalents at end of period	$	36,680		$	6,072		$	113,620		$	—		$	156,372

	Six Months Ended June 30, 2013
	(In thousands)
Condensed Consolidating Statements of Cash Flows	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Net cash provided by (used in) operating activities	$	(1,972	)	$	(93,855	)	$	21,786		$	—		$	(74,041	)
Cash flows from investing activities:
Loans to guarantor	—			—			(40,000		)	40,000			—
Intercompany advances made	(318,835		)	—			—			318,835			—
Loans to non-guarantor	—			(1,300		)	—			1,300			—
Repayments from non-guarantor	10,000			—			—			(10,000		)	—
Investment in joint ventures	—			(3,423		)	—			—			(3,423		)
Capital expenditures	—			(255,989		)	(8,737		)	—			(264,726		)
Other investing activities	—			—			(224		)	—			(224		)
Net cash used in investing activities	(308,835		)	(260,712		)	(48,961		)	350,135			(268,373		)
Cash flows from financing activities:
Repayments of debt	—			—			(27,283		)	—			(27,283		)
Net proceeds from sale of common stock	248,150			—			—			—			248,150
Issuance of 5.50% Convertible Notes	165,600			—			—			—			165,600
Payments of preferred dividends	(5,693		)	—			—			—			(5,693		)
Dividend paid to noncontrolling interests	—			—			(1,946		)	—			(1,946		)
Borrowings from non-guarantor	—			40,000			—			(40,000		)	—
Borrowing from guarantor	—			—			1,300			(1,300		)	—
Repayments to parent	—			—			(10,000		)	10,000			—
Intercompany advances owed	—			303,659			15,176			(318,835		)	—
Other financing activities	—			(360		)	—			—			(360		)
Net cash provided by (used in) financing activities	408,057			343,299			(22,753		)	(350,135		)	378,468
Effect of exchange rate changes on cash	—			—			318			—			318
Net change in cash and cash equivalents	97,250			(11,268		)	(49,610		)	—			36,372
Cash and cash equivalents at beginning of the period	16,560			18,020			193,210			—			227,790
Cash and cash equivalents at end of period	$	113,810		$	6,752		$	143,600		$	—		$	264,162

XML

Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2014		Jun. 30, 2013		Jun. 30, 2014 segment		Jun. 30, 2013
Segment Information
Number of reportable segments					4
Revenues	$ 116,907		$ 136,112		$ 235,432		$ 281,511
Revenues	116,907		136,112		235,432		281,511
Operating (loss) income	(48,735)		(58,879)		(99,753)		(104,349)
Other income	296		2,813		770		2,360
Interest expense, net of capitalized interest	(41,285)		(14,869)		(76,925)		(26,518)
Loss before income taxes and equity earnings	(89,724)		(70,935)		(175,908)		(128,507)
Eliminations
Segment Information
Revenues	(12,066)	[1]	(13,357)	[1]	(32,023)	[1]	(30,612)	[1]
Operating (loss) income	537	[1]	(1,286)	[1]	(537)	[1]	(1,824)	[1]
Reportable Segments | Resources
Segment Information
Revenues	2,331		10,922		5,442		25,580
Revenues	10,037		17,587		25,601		34,890
OIBDA	(30,298)		(28,775)		(66,742)		(59,847)
Depreciation, amortization and accretion	(17,009)		(11,629)		(30,101)		(20,682)
Operating (loss) income	(47,307)		(40,404)		(96,843)		(80,529)
Reportable Segments | Chemicals and Oxides
Segment Information
Revenues	45,437		34,789		85,707		84,389
Revenues	48,632		41,481		95,188		105,691
OIBDA	4,836		(9,585)		8,136		(7,353)
Depreciation, amortization and accretion	(3,908)		(5,589)		(7,781)		(11,127)
Operating (loss) income	928		(15,174)		355		(18,480)
Reportable Segments | Magnetic Materials and Alloys
Segment Information
Revenues	53,195		66,114		107,915		120,792
Revenues	54,360		66,114		110,298		120,792
OIBDA	11,812		18,060		25,489		30,302
Depreciation, amortization and accretion	(4,261)		(7,422)		(8,498)		(12,901)
Operating (loss) income	7,551		10,638		16,991		17,401
Reportable Segments | Rare Metals
Segment Information
Revenues	15,944		24,287		36,368		50,750
Revenues	15,944		24,287		36,368		50,750
OIBDA	740		(695)		671		4,859
Depreciation, amortization and accretion	(2,101)		(2,005)		(4,194)		(4,258)
Operating (loss) income	(1,361)		(2,700)		(3,523)		601
Corporate and other | Corporate and other
Segment Information
Operating (loss) income	(9,083)	[2]	(9,953)	[2]	(16,196)	[2]	(21,518)	[2]
Eliminations | Resources
Segment Information
Revenues	7,706		6,665		20,159		9,310
Eliminations | Chemicals and Oxides
Segment Information
Revenues	3,195		6,692		9,481		21,302
Eliminations | Magnetic Materials and Alloys
Segment Information
Revenues	1,165		0		2,383		0
Eliminations | Rare Metals
Segment Information
Revenues	0		0		0		0
Eliminations | Eliminations
Segment Information
Revenues	$ (12,066)	[1]	$ (13,357)	[1]	$ (32,023)	[1]	$ (30,612)	[1]

[1] Consist of inter-segment sales and gross profits eliminations as well as eliminations of lower of cost or market adjustments related to inter-segment inventory.

[2] Includes business development costs, personnel costs, stock-based compensation, accounting and legal fees, occupancy expense, information technology costs and interest expense.

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Basis of Presentation (Policies)

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and Regulation S-X promulgated under the Exchange Act, and reflect all adjustments that are normal and recurring in nature, which, in the opinion of management, are necessary for the fair presentation of our financial position, results of operations and cash flows at June 30, 2014, and for all periods presented. While the December 31, 2013 balance sheet information was derived from our audited financial statements, for interim periods, GAAP and Regulation S-X do not require all information and related disclosures that are required in the annual financial statements and, as a result, all disclosures required by GAAP and Regulation S-X for annual financial statements have not been included in this report. Therefore, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2013 included in our Annual Report on Form 10-K filed with the SEC on March 3, 2014.

The unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly-owned and majority-owned subsidiaries. Intercompany balances and transactions have been eliminated on consolidation. Investments in joint ventures where we do not exert control, but have the ability to exercise significant influence over the operating and financial policies of the investee, are accounted for under the equity method of investment. All other investments are accounted at cost.

Nominal prior period revenues and expenses related to an asset disposal that we finalized in the first quarter of 2014 have been reclassified to "Other expense" in the condensed consolidated statement of operations and comprehensive income. Such reclassifications did not affect our results of operations.

Use of Estimates

Use of Estimates

The preparation of the financial statements, in accordance with GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ significantly from these estimates under different assumptions and conditions. Significant estimates we made in the accompanying financial statements include the collectability of accounts receivable, the recoverability of inventory, the useful lives and recoverability of long-lived assets such as property, plant and equipment, intangible assets, goodwill and investments, capital leases, uncertain tax positions, the realizability of deferred tax assets, and the adequacy of the asset retirement obligation.

Significant Accounting Policies

Significant Accounting Policies

A summary of our significant accounting policies can be found in Item 8, Note 2 of the audited consolidated financial statements for the year ended December 31, 2013 included in our Annual Report on Form 10-K filed with the SEC on March 3, 2014.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of this new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

The new guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer. An entity will be required to disclose sufficient qualitative and quantitative information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. For calendar-year public entities, the new guidance is effective starting in 2017, and interim periods within that year. Early adoption is not permitted. An entity should apply the amendments in this update using one of the following two methods:

1. Retrospectively to each prior reporting period presented.

2. Retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. If an entity elects this transition method, it also should provide the additional disclosures in reporting periods that include the date of initial application of:

i. The amount by which each financial statement line item is affected in the current reporting period by the application of this update as compared to the guidance that was in effect before the change.

ii. An explanation of the reasons for significant changes.

We are in the process of evaluating which of the two methods we will apply to adopt the amendments, and whether this new guidance will have a material impact on our financial statements and related disclosures.

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments included in this update change the requirements for reporting discontinued operations and require new disclosures about disposals of both discontinued operations and certain other disposals that do not meet the new definition. The amendments also allow an entity to present a discontinued operation even when it has continuing cash flows and significant continuing involvement with the disposed component. Under the revised standard, a discontinued operation is defined as (i) a component of an entity or group of components that has been disposed of by sale, disposed of other than by sale or is classified as held for sale that represents a strategic shift that has or will have a major effect on an entity’s operations and financial results or (ii) an acquired business or nonprofit activity (the entity to be sold) that is classified as held for sale on the date of the acquisition. A strategic shift could include the disposal of a major line of business, a major geographical area, a major equity method investment or other major parts of an entity. For calendar-year public entities, the amendments are effective starting in 2015, including interim periods within that year, and are to be applied on a prospective basis. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The adoption of this updated guidance is not expected to have a material impact on our financial statements and related disclosures.

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Basis of Presentation

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and Regulation S-X promulgated under the Exchange Act, and reflect all adjustments that are normal and recurring in nature, which, in the opinion of management, are necessary for the fair presentation of our financial position, results of operations and cash flows at June 30, 2014, and for all periods presented. While the December 31, 2013 balance sheet information was derived from our audited financial statements, for interim periods, GAAP and Regulation S-X do not require all information and related disclosures that are required in the annual financial statements and, as a result, all disclosures required by GAAP and Regulation S-X for annual financial statements have not been included in this report. Therefore, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2013 included in our Annual Report on Form 10-K filed with the SEC on March 3, 2014.

The unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly-owned and majority-owned subsidiaries. Intercompany balances and transactions have been eliminated on consolidation. Investments in joint ventures where we do not exert control, but have the ability to exercise significant influence over the operating and financial policies of the investee, are accounted for under the equity method of investment. All other investments are accounted at cost.

Nominal prior period revenues and expenses related to an asset disposal that we finalized in the first quarter of 2014 have been reclassified to "Other expense" in the condensed consolidated statement of operations and comprehensive income. Such reclassifications did not affect our results of operations.

Use of Estimates

The preparation of the financial statements, in accordance with GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ significantly from these estimates under different assumptions and conditions. Significant estimates we made in the accompanying financial statements include the collectability of accounts receivable, the recoverability of inventory, the useful lives and recoverability of long-lived assets such as property, plant and equipment, intangible assets, goodwill and investments, capital leases, uncertain tax positions, the realizability of deferred tax assets, and the adequacy of the asset retirement obligation.

Significant Accounting Policies

A summary of our significant accounting policies can be found in Item 8, Note 2 of the audited consolidated financial statements for the year ended December 31, 2013 included in our Annual Report on Form 10-K filed with the SEC on March 3, 2014.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of this new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

The new guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer. An entity will be required to disclose sufficient qualitative and quantitative information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. For calendar-year public entities, the new guidance is effective starting in 2017, and interim periods within that year. Early adoption is not permitted. An entity should apply the amendments in this update using one of the following two methods:

1. Retrospectively to each prior reporting period presented.

2. Retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. If an entity elects this transition method, it also should provide the additional disclosures in reporting periods that include the date of initial application of:

i. The amount by which each financial statement line item is affected in the current reporting period by the application of this update as compared to the guidance that was in effect before the change.

ii. An explanation of the reasons for significant changes.

We are in the process of evaluating which of the two methods we will apply to adopt the amendments, and whether this new guidance will have a material impact on our financial statements and related disclosures.

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments included in this update change the requirements for reporting discontinued operations and require new disclosures about disposals of both discontinued operations and certain other disposals that do not meet the new definition. The amendments also allow an entity to present a discontinued operation even when it has continuing cash flows and significant continuing involvement with the disposed component. Under the revised standard, a discontinued operation is defined as (i) a component of an entity or group of components that has been disposed of by sale, disposed of other than by sale or is classified as held for sale that represents a strategic shift that has or will have a major effect on an entity’s operations and financial results or (ii) an acquired business or nonprofit activity (the entity to be sold) that is classified as held for sale on the date of the acquisition. A strategic shift could include the disposal of a major line of business, a major geographical area, a major equity method investment or other major parts of an entity. For calendar-year public entities, the amendments are effective starting in 2015, including interim periods within that year, and are to be applied on a prospective basis. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The adoption of this updated guidance is not expected to have a material impact on our financial statements and related disclosures.

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	700,000,000	350,000,000
Preferred stock, par value		$ 0.001
Preferred stock, authorized		5,000,000

XML

Commitments and Contingencies

6 Months Ended

Jun. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

(a) Future Operating Lease Commitments

We lease certain office space, trailers and equipment pursuant to lease agreements that have been determined to be operating leases. Remaining annual minimum payments under these leases at June 30, 2014 were as follows:

	Total		Less Than 1 Year		1 - 3 Years		4 - 5 Years		More Than 5 Years
	(In thousands)
Operating lease obligations	$	6,491	$	2,400	$	2,621	$	602	$	868

(b) Purchase Commitments

We entered into contractual commitments for the purchase of materials and services from various vendors, primarily in connection with the modernization and expansion efforts at our Mountain Pass facility. Future payments for all purchase commitments at June 30, 2014 were as follows:

	Total		Less Than 1 Year		1 - 3 Years		4 - 5 Years		More Than 5 Years
	(In thousands)
Purchase obligations and other commitment	$	142,252	$	142,252	$	—	$	—	$	—

(c) Labor Contract

Certain of our employees at our Mountain Pass facility are covered by a collective bargaining agreement with the United Steelworkers of America that expires on March 15, 2015. At June 30, 2014, 258 employees, or approximately 58% of the workforce at our Mountain Pass facility, were covered by this collective bargaining agreement.

At June 30, 2014, 168 employees, or approximately 30% of the workforce at our Molycorp Silmet facility, were unionized employees. The contract with the labor union in Estonia is automatically renewed each year unless either party desires to make an amendment. The contract was last amended in February 2012.

(d) Reclamation Surety Bonds

At June 30, 2014, we had placed $28.8 million of surety bonds with California state and regional agencies to secure our Mountain Pass facility closure and reclamation obligations.

(e) Purported Class Action and Derivative Lawsuits

In February 2012, a purported class action lawsuit was filed in the Colorado Federal District Court against us and certain of our current and former executive officers alleging violations of the federal securities laws. The Consolidated Class Action Complaint filed on July 31, 2012 also names most of our Board members and some of our stockholders as defendants, along with other persons and entities. That Complaint alleges 18 claims for relief arising out of alleged: (1) securities fraud in violation of the Securities Exchange Act of 1934, or the Exchange Act, during the proposed class period from February 11, 2011 through November 10, 2011; and (2) materially untrue or misleading statements in registration statements and prospectuses for our public offering of preferred stock in February 2011 and of common stock in June 2011, in violation of the Securities Act of 1933. Our motion to dismiss that Complaint was filed in October 2012 and is pending. We believe that this lawsuit is without merit, and we intend to vigorously defend ourselves against these claims.

Certain of our shareholders filed a consolidated stockholder derivative lawsuit purportedly on our behalf against us (as nominal defendant) and certain of our current and former directors, executive officers and shareholders in the Delaware Court of Chancery. A Consolidated Amended Stockholder Derivative Complaint was filed in August 2012. Pursuant to an order dated May 15, 2013, the Delaware Chancery Court stayed this derivative lawsuit pending the outcome of the Colorado class action lawsuit. On October 9, 2013, certain plaintiffs, purportedly on our behalf, filed a Motion to Lift the Stay and for Leave to File an Amended Complaint. Pursuant to a letter opinion dated May 12, 2014, the Delaware Chancery Court granted plaintiffs’ motion to file a second consolidated amended derivative complaint. In addition, the Delaware Chancery Court lifted the stay of the action. The plaintiffs filed their Second Consolidated Amended Complaint on May 15, 2014, alleging breaches of fiduciary duty and unjust enrichment, but dropping claims for material misstatements and for trading on material, non-public information. The defendants filed a Motion to Dismiss the Second Consolidated Amended Complaint on July 14, 2014. The plaintiffs’ answer brief is due to be filed on August 29, 2014, with defendants’ reply briefs due on September 26, 2014.

Two additional shareholder derivative lawsuits were filed purportedly on our behalf against us (as nominal defendant) and certain of our current and former directors, executive officers and shareholders, in the Colorado Federal District Court. These lawsuits allege claims for breach of fiduciary duty, waste of corporate assets, and unjust enrichment based on events in 2011 and 2012. The Colorado Federal District Court dismissed these lawsuits. The plaintiffs filed an appeal of that ruling to the U.S. Court of Appeals for the Tenth Circuit, and the Tenth Circuit remanded these cases back to the Colorado Federal District Court. Subsequently, a different shareholder, purportedly on our behalf, filed a new shareholder derivative lawsuit in the Colorado Federal District Court alleging claims for breach of fiduciary duty, waste of corporate assets, and unjust enrichment based on events during 2011 through 2013. The Colorado Federal District Court sua sponte consolidated this lawsuit with the remanded lawsuits. The plaintiff in the new derivative lawsuit filed a Motion to Vacate the consolidation order. On July 15, 2014, the Colorado Federal District Court ruled that, based on the Second Consolidated Amended Derivative Complaint filed in Delaware Chancery Court, the issues raised in the Colorado derivative cases were sufficiently distinct from the issues set forth in the Delaware derivative lawsuit, and reversed its original order dismissing the lawsuits. In its order, the Colorado Federal District Court left open the opportunity for the defendants to file a motion to stay the Colorado derivative lawsuits pending the resolution of the Colorado class action lawsuit. The Motion to Vacate the consolidation order remains pending.

In August 2013, twopurported class action lawsuits were filed in the U.S. District Court for the Southern District of New York against us and certain of our current and former executive officers, alleging violations of the federal securities laws. A Consolidated Amended Class Action Complaint, filed on May 19, 2014, also names us and certain of our current and former executive officers. The Consolidated Amended Class Action Complaint alleges claims for relief arising out of alleged securities fraud in violation of the Exchange Act, during a purported class period from February 21, 2012 through October 15, 2013. Our Motion to Dismiss the consolidated lawsuit is due to be filed on August 13, 2014. We believe that this lawsuit is without merit, and we intend to vigorously defend ourselves against these claims.

The class action and derivative lawsuits described above have not progressed to a point where a reasonably possible range of losses associated with their ultimate outcome can be estimated at this time. If the final resolution of any such litigation or proceedings is unfavorable, our financial condition, operating results and cash flows could be materially affected.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2014	Aug. 05, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	Molycorp, Inc.
Entity Central Index Key	0001489137
Document Type	10-Q
Document Period End Date	Jun. 30, 2014
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		244,773,589
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2

XML

Concentrations

6 Months Ended

Jun. 30, 2014

Risks and Uncertainties [Abstract]

Concentrations

Concentrations

Resources Segment

There were no significant sales by customer or by product at the Resources segment for the three and six months ended June 30, 2014, and for the three and six months ended June 30, 2013.

Chemicals and Oxides Segment

Sales of cerium products within the Chemicals and Oxides segment accounted for 11% and 7% of consolidated revenues in the second quarter of 2014 and 2013, respectively, and 10% and 11% for the six months ended June 30, 2014 and 2013, respectively. There were no significant sales by customer in this segment in all interim periods indicated above.

Magnetic Materials and Alloys Segment

Sales of Neo Powders™ within the Magnetic Materials and Alloys segment, relative to consolidated revenues, were 44% and 41% for the three months ended June 30, 2014 and 2013, respectively, and 44% and 38% for the six months ended June 30, 2014 and 2013, respectively.

Sales of Neo Powders™ to Daido Electronics, a subsidiary of one of IMJ’s shareholders, totaled $15.0 million and $14.0 million for the three months ended June 30, 2014 and 2013, respectively, and $27.2 million and $22.9 million for the six months ended June 30, 2014 and 2013, respectively. At June 30, 2014 and December 31, 2013, we had accounts receivable from Daido Electronics of $5.1 million and $7.5 million, respectively.

Rare Metals Segment

There were no significant sales by product or by customer at the Rare Metals segment for the three and six months ended June 30, 2014 and the three and six months ended June 30, 2013.

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Condensed Consolidated Statements of Operations and Comprehensive Loss (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Income Statement [Abstract]
Revenues	$ 116,907	$ 136,112	$ 235,432	$ 281,511
Costs of sales:
Costs excluding depreciation and amortization	(113,399)	(135,724)	(238,872)	(271,255)
Depreciation and amortization	(20,079)	(18,424)	(36,226)	(32,596)
Gross loss	(16,571)	(18,036)	(39,666)	(22,340)
Operating expenses:
Selling, general and administrative	(20,424)	(26,059)	(38,379)	(52,610)
Depreciation, amortization and accretion	(7,257)	(8,278)	(14,459)	(16,488)
Research and development	(4,483)	(6,506)	(7,249)	(12,911)
Operating loss	(48,735)	(58,879)	(99,753)	(104,349)
Other expenses:
Other income	296	2,813	770	2,360
Interest expense, net of capitalized interest	(41,285)	(14,869)	(76,925)	(26,518)
Loss before income taxes and equity earnings	(89,724)	(70,935)	(175,908)	(128,507)
Income tax benefit	7,427	3,530	9,334	26,021
Equity in loss of affiliates	(1,553)	(3,284)	(3,275)	(6,356)
Net loss	(83,850)	(70,689)	(169,849)	(108,842)
Net income attributable to noncontrolling interests	(49)	(486)	(112)	(1,304)
Net loss attributable to Molycorp stockholders	(83,899)	(71,175)	(169,961)	(110,146)
Net loss	(83,850)	(70,689)	(169,849)	(108,842)
Other comprehensive (loss) income:
Foreign currency translation adjustments	(109)	662	(961)	(2,632)
Comprehensive loss	(83,959)	(70,027)	(170,810)	(111,474)
Comprehensive loss attributable to:
Molycorp stockholders	(83,910)	(69,541)	(170,698)	(110,170)
Noncontrolling interest	(49)	(486)	(112)	(1,304)
Comprehensive loss	(83,959)	(70,027)	(170,810)	(111,474)
Loss per share of common stock (Note 9):
Net loss attributable to Molycorp stockholders	(83,899)	(71,175)	(169,961)	(110,146)
Dividends on Convertible Preferred Stock	0	(2,846)	(2,846)	(5,693)
Loss attributable to common stockholders	$ (83,899)	$ (74,021)	$ (172,807)	$ (115,839)
Weighted average common shares outstanding—basic	224,223,506	168,075,012	222,806,917	160,735,323
Basic earnings (loss) per share: (in dollars per share)	$ (0.37)	$ (0.44)	$ (0.78)	$ (0.72)
Weighted average common shares outstanding—diluted	224,223,506	168,075,012	222,806,917	160,735,323
Diluted earnings (loss) per share: (in dollars per share)	$ (0.37)	$ (0.44)	$ (0.78)	$ (0.72)

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Debt and Capital Lease Obligations

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Debt and Capital Lease Obligations

Debt and Capital Lease Obligations

The following table provides a summary of the current and non-current portions of our debt outstanding and capital lease obligations at June 30, 2014 and December 31, 2013:

	June 30, 2014				December 31, 2013
	Current		Non-Current		Current		Non-Current
	(In thousands)
Bank loans due May 2014- September 2017	$	11,378	$	1,943	$	14,128	$	2,699
3.25% Convertible Notes, net of discount, due June 2016	—		211,406		—		207,028
6.00% Convertible Notes, net of discount, due September 2017	—		354,606		—		346,708
5.00% Debentures, net of discount, due December 2017	—		2,209		—		2,493
5.50% Convertible Notes, net of discount, due February 2018	—		150,760		—		148,198
10% Senior Notes, net of discount, due June 2020	—		638,148		—		637,435
Total debt	11,378		1,359,072		14,128		1,344,561
Capital lease obligations	2,852		19,597		2,234		19,355
Total debt and capital lease obligations	$	14,230	$	1,378,669	$	16,362	$	1,363,916

Weighted average interest rate on the bank loans was 3.41% and 3.59% at June 30, 2014 and December 31, 2013, respectively. Scheduled minimum debt repayments, excluding capital lease obligations, were as follows at June 30, 2014:

	June 30, 2014
Debt maturities, excluding capital leases	(In thousands)
Remainder of 2014	10,648
2015	1,431
2016	230,814
2017	416,621
2018	172,500
Thereafter	650,000
Total	1,482,014

As of June 30, 2014, we were in compliance with all applicable covenants related to our indebtedness, which are all affirmative in nature and contain customary "Change of control" provisions.

The following table presents a reconciliation of the principal amount to the net carrying value for each of our Convertible Notes and our Senior Notes at June 30, 2014 and December 31, 2013, and provides the interest cost of each instrument for the three and six months ended June 30, 2014 and 2013:

	3.25% Convertible Notes						6.00% Convertible Notes						5.50% Convertible Notes						10% Senior Notes
	June 30, 2014			December 31, 2013			June 30, 2014			December 31, 2013			June 30, 2014			December 31, 2013			June 30, 2014			December 31, 2013
	(In thousands)
Principal amount	$	230,000		$	230,000		$	414,000		$	414,000		$	172,500		172,500			$	650,000		$	650,000
Unamortized debt discount	(18,594		)	(22,972		)	(59,394		)	(67,292		)	(21,740		)	(24,302		)	(11,852		)	(12,565		)
Net carrying amount	$	211,406		$	207,028		$	354,606		$	346,708		$	150,760		148,198			$	638,148		$	637,435
Interest cost (a)
	Three Months Ended June 30,
	2014			2013			2014			2013			2014			2013			2014			2013
	$	4,070		$	3,931		$	10,275		$	9,909		$	3,676		$	3,576		$	16,645		$	16,610
	Six Months Ended June 30,
	2014			2013			2014			2013			2014			2013			2014			2013
	$	8,128		$	7,851		$	20,425		$	19,722		$	7,335		$	5,873		$	33,284		$	33,215

(a) Interest cost includes the coupon interest, accretion of the initial equity component of the convertible notes (3.25% - $36,227; 6.00% - $68,695; and 5.50% - $21,815), accretion of the underwriting discounts and amortization of the issuance costs allocated to the liability component.

Senior Secured Obligations

The 10% Senior Notes are our senior secured obligations and are guaranteed by certain of our domestic subsidiaries ("Guarantors"). The Senior Notes are secured by a first-priority security interest on substantially all of our property and assets and those of the Guarantors, subject to some exceptions for certain "Excluded Assets," such as:

• Leasehold interests in real property;

• Certain capital leases that constitute permitted liens;

• Certain motor vehicles;

• Assets owned by foreign subsidiaries or, subject to certain limitations, MMA;

• Assets with a fair market value of less than $15.0 million as to which the board of directors determine in good faith (and certify to the collateral agent) that the costs of obtaining or perfecting such security interest are excessive in relation to the practical benefit to the holder of the Notes of the security afforded thereby (based on the value of such asset);

• Cash collateral for letters of credit or hedging obligations (up to 105% of the underlying obligations);

• Certain deposit accounts;

• The equity interests of immaterial subsidiaries and, subject to certain limitations, MMA;

• Voting stock of foreign subsidiaries in excess of 65.0% of the voting stock; and

• Other pledges of stock of a guarantor to the extent that Rule 3-16 of Regulation S-X under the Securities Act would require the filing of separate financial statements of such guarantor.

Capital Leases

We lease certain mining and other equipment under agreements with various durations that have been determined to be capital leases. Those agreements contain purchase options at the end of the lease term and are generally at market interest rates.

At June 30, 2014, total future minimum payments on our capital leases were as follows:

	June 30, 2014
Capital Leases	(In thousands)
Remainder of 2014	3,834
2015	7,667
2016	7,667
2017	6,550
2018	5,160
Thereafter	17,789
Total	48,667

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Property, Plant and Equipment, net

6 Months Ended

Jun. 30, 2014

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, net

Property, Plant and Equipment, net

We capitalized expenditures of $17.2 million and $29.4 million for the three and six months ended June 30, 2014, respectively, and $77.4 million and $198.2 million for the three and six months ended June 30, 2013, respectively. The majority of these capital expenditures related to the expansion and modernization efforts, and certain other capital projects, at our Mountain Pass facility (Resources segment). Starting in 2014, we no longer capitalize interest because the construction of our Mountain Pass facility was substantially complete at the beginning of the year. For the three and six months ended June 30, 2013, we capitalized interest of $19.3 million and $40.8 million, respectively. In prior periods, capitalized interest was added to "Construction in progress" until the asset was complete and ready for its intended use. Subsequently, capitalized interest was allocated to the pertinent asset class, such as "Land improvements", "Building and improvements" or "Plant and equipment", and amortized over the estimated useful life of the asset. At June 30, 2014, "Construction in progress" included assets that were not yet ready for their intended use from a production capacity standpoint, as defined in our capital asset policy.

At June 30, 2014 and December 31, 2013, our property, plant and equipment consisted of the following:

	June 30, 2014			December 31, 2013
	(In thousands)
Land	$	12,785		$	12,822
Land improvements	304,372			327,029
Buildings and improvements	572,269			418,510
Plant and equipment	475,980			288,603
Vehicles	2,969			2,986
Computer software	12,449			12,424
Furniture and fixtures	1,044			1,044
Construction in progress (a)	453,744			755,107
Natural gas delivery facility under capital lease	15,658			15,658
Mining equipment under capital lease	9,496			7,370
Mineral properties	23,798			23,999
Property, plant and equipment at cost	1,884,564			1,865,552
Less accumulated depreciation	(141,070		)	(102,678		)
Property, plant and equipment, net	$	1,743,494		$	1,762,874

(a) Primarily related to expenditures at the Mountain Pass facility.

Mineral properties and development costs, which are referred to collectively as mineral properties, include acquisition costs, drilling costs, and the cost of other development work associated with our Mountain Pass facility, all of which are capitalized.

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Subsequent Events

6 Months Ended

Jun. 30, 2014

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

In August 2014, we and certain of our subsidiaries entered into a commitment letter with Oaktree pursuant to which Oaktree will provide to us and certain of our subsidiaries up to $400 million in secured financing through credit facilities and the sale and leaseback of certain equipment at our Mountain Pass facility (the "Financings"). $250 million of the Financings will be available to be borrowed at the closing of the Financings, with the remaining $150 million available until April 30, 2016 if we satisfy mutually agreed financial and operational conditions. The Financings will be secured by certain of our assets and certain assets of our subsidiaries, will also be guaranteed by most of our subsidiaries, and will mature in 5 years, subject to certain springing maturity dates dependent on our repayment of certain outstanding debt, beginning with April 30, 2016. In connection with the Financings, we will issue to Oaktree warrants to purchase shares of our common stock equal to 10% of our outstanding common stock as of the closing of the Financings. The Financings are subject to various conditions precedent, including the accuracy of our representations and warranties, absence of material adverse events in our business and operations, and the negotiation of mutually acceptable definitive documentation.

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Related-Party Transactions

6 Months Ended

Jun. 30, 2014

Related Party Transactions [Abstract]

Related-Party Transactions

Related-Party Transactions

We supply Neo Powders™ to Daido Electronics, a subsidiary of one of IMJ’s shareholders, and to Toda Magnequench Magnetic Materials Co. Ltd. (“TMT”), an equity method investee of ours involved in the production of rare earth magnetic compounds. We also purchase magnetic compounds back from TMT in the normal course of business. Two other equity method investees, with whom we regularly buy and sell products, include Ganzhou Keli Rare Earth New Material Co., Ltd. (“Keli”), which processes rare earth oxides into metals for inclusion in our Neo Powders™, and Ingal Stade GmbH, which sells gallium to our rare metals facilities located in Canada and the United States. In addition, we provide rare metal recycling services to Plansee Holding AG, a privately held Austrian company that is wholly-owned by an Austrian trust, of which one of our Board's directors and other members of his family are beneficiaries.

For the three and six months ended June 30, 2014, we purchased metals and received services from Keli for a total of $18.7 million and $35.6 million, respectively, as compared to $14.7 million and $24.4 million for the three and six months ended June 30, 2013, respectively.

Except for Daido Electronics, which is disclosed in Note 12, transactions with all other related parties were nominal in all interim periods indicated above.

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Loss per Share

6 Months Ended

Jun. 30, 2014

Earnings Per Share [Abstract]

Loss per Share

Loss per Share

For the six months ended June 30, 2014 and for the three and six months ended June 30, 2013, the dividends on the Convertible Preferred Stock were subtracted from net loss attributable to Molycorp stockholders for the purpose of computing the basic and diluted earnings per share.

Diluted earnings per share reflect the dilutive impact of potential common stock and unvested restricted shares of common stock in the weighted average number of common shares outstanding during the period, if dilutive. For this purpose, the “treasury stock method” and “if-converted method,” as applicable, are used. Under the treasury stock method, assumed proceeds upon the exercise of stock options are considered to be used to purchase common stock at the average market price of the shares during the period. Also under the treasury stock method, fixed awards and non-vested shares, such as restricted stock units, are deemed options for purposes of computing diluted earnings per share. At June 30, 2014 and 2013, all potential common stock under the treasury stock method were antidilutive in nature; consequently, we did not have any adjustments between earnings per share and diluted earnings per share related to stock options and restricted stock units. In applying the if-converted method, conversion is not assumed for purposes of computing diluted earnings per share if the effect would be antidilutive. Convertible preferred stock is antidilutive whenever the amount of the dividend declared in or accumulated for the current period per common share obtainable on conversion, including the deemed dividend in the period from a beneficial conversion feature, exceeds basic earnings per share. Our Convertible Preferred Stock was antidilutive at June 30, 2014 and 2013. Also, under the if-converted method, convertible debt is antidilutive whenever its interest per common share obtainable on conversion, including any deemed interest from a beneficial conversion feature and nondiscretionary adjustments, net of tax, exceeds basic earnings per share. At June 30, 2014 and 2013, our convertible notes were all antidilutive.

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Income Taxes

6 Months Ended

Jun. 30, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Our effective income tax rate can vary significantly quarter-to-quarter for various reasons, including the mix and volume of business in lower tax jurisdictions, in jurisdictions with tax holidays and tax incentives, and in jurisdictions for which no deferred tax assets have been recognized because management believed it was not more likely than not that future taxable profit would be available against which tax losses and deductible temporary differences could be utilized. Our effective income tax rate can also vary due to the impact of foreign exchange fluctuations, operating losses, changes in our provisions related to tax uncertainties, and changes in our assertion relating to indefinitely reinvesting undistributed earnings of certain foreign subsidiaries.

For the three and six months ended June 30, 2014, our effective tax rates were 8.3% and 5.3%, respectively, as compared to 5.0% and 20.2% for the three and six months ended June 30, 2013, respectively. The June 30, 2014 effective tax rates were impacted primarily by the valuation allowance required in the United States. In addition, a $9.6 million discrete income tax benefit has been recognized during the second quarter of 2014 in the United States to offset the increase in deferred tax liabilities from an out-of-period adjustment related to the revised fair value of our share-lending arrangements described in Note 8 below.

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Stockholders' Equity

6 Months Ended

Jun. 30, 2014

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

At June 30, 2014 and December 31, 2013, we had 244,864,035 and 240,380,138 shares of common stock issued and outstanding, respectively. At December 31, 2013, we also had 2,070,000 shares of our 5.50% Series A Mandatory Convertible Preferred Stock (“Convertible Preferred Stock”) issued and outstanding.

On March 1, 2014, each share of our Convertible Preferred Stock automatically converted into two shares of our common stock based on the “maximum conversion rate”, as defined in our Amended and Restated Certificate of Incorporation. As a result, we issued 4,140,000 shares of our common stock in connection with the automatic conversion of the 2,070,000 shares of the Convertible Preferred Stock. Also on March 1, 2014, we paid the final $2.8 million of the aggregate preferred dividends on the Convertible Preferred Stock to holders of record at the close of business on February 15, 2014.

Share-lending arrangements

In August 2012, in order to facilitate the offering of our 6.00% Convertible Notes due September 2017, we entered into a share-lending arrangement with Morgan Stanley Capital Services LLC (“MSCS”), an affiliate of Morgan Stanley & Co. LLC, under which we agreed to loan 13,800,000 shares of our common stock to MSCS (the “2012 Borrowed Shares”). In January 2013, in order to facilitate the offering of our 5.50% Convertible Notes due February 2018, we entered into another share-lending arrangement with MSCS, under which we agreed to loan 6,666,666 shares of our common stock (the “2013 Borrowed Shares”, and collectively with the 2012 Borrowed Shares, the “Borrowed Shares”). We received no proceeds and no collateral for the Borrowed Shares, but a nominal lending fee from MSCS for the use of these loaned shares. Given the aggregate lending fees, no further consideration was given to the accounting treatment of the share-lending arrangements. For corporate law purposes, the Borrowed Shares are issued and outstanding. However, based on certain contractual undertakings of MSCS in the share-lending arrangements that have the effect of substantially eliminating the economic dilution that otherwise would result from the issuance of the Borrowed Shares, these loaned shares are not considered outstanding for the purpose of computing and reporting our earnings per share. The Borrowed Shares are to be returned to Molycorp concurrently with the maturity of the related convertible notes.

During the second quarter of 2014, the SEC issued Molycorp a comment letter with respect to our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 regarding, among other things, the fair value measurement of our share-lending arrangements. In response to the SEC’s comment, we reconsidered our approach to determining the fair value of our share-lending arrangements and identified a methodology to estimate the long-term borrowing rate of our common stock, which we adjusted for the credit risk of the counterparty given that no collateral was provided to us that complied with ASC 470-20-25-20A. As a result of applying the methodology, management has determined that the fair value at the date of issuance of the 2012 Borrowed Shares and 2013 Borrowed Shares should have been approximately $18.1 million and $6.6 million, respectively. This amount should have been recognized in the financial statements as issuance costs associated with the issuance of the related convertible notes with an offset to additional paid-in capital.

Because the adjustment, both individually and in the aggregate, was not material to any of the prior years’ financial statements, and the impact of correcting the errors was not material to the full year 2014 financial statements, we recorded the correction in the condensed consolidated financial statements in the second quarter of 2014. The out-of-period adjustment had the following impact on the condensed consolidated balance sheet and the condensed consolidated statements of operations and comprehensive loss as of June 30, 2014:

Increase to balance sheet captions:	As of June 30, 2014
Other non-current assets	$	16,381
Property, plant and equipment, net	3,378
Additional paid-in capital	15,062

Increase to statements of operations and comprehensive loss captions:	Three Months Ended   June 30, 2014		Six Months Ended   June 30, 2014
Interest expense, net of capitalized interest	$	4,933	$	4,933
Income tax benefit	9,630		9,630

The following table provides certain other information on our share-lending arrangements as of June 30, 2014:

	2012 Borrowed Shares		2013 Borrowed Shares		Total
	(In thousands)
Fair value	$	7,957	$	4,450	$	12,407
Unamortized issuance cost	11,546		4,835		16,381

The methodology to fair value our share-lending arrangements consists of an option pricing model that we used to determine a synthetic cost of borrow of our common stock, which we then adjusted for an estimate of the counterparty credit risk. Inputs used in this approach include a combination of Level 2 and Level 3 inputs of the fair value hierarchy. As of June 30, 2014, all of the Borrowed Shares we originally agreed to loan to MSCS are still outstanding, and the related unamortized issuance cost is included in "Other non-current assets" in the condensed consolidated balance sheet.

The amount of non-cash interest cost recognized relating to the amortization of the issuance cost associated with the combined share-lending arrangements was as follows in 2014:

	Three Months Ended   June 30, 2014		Six Months Ended   June 30, 2014
	(In thousands)
Interest cost expensed	$	4,933	$	4,933
Interest cost capitalized	3,378		3,378

Accumulated other comprehensive income

The following table provides the changes in Accumulated other comprehensive income (loss) (“AOCI”) for the six-month periods ended June 30, 2014 and 2013:

	Foreign currency translation adjustments			Postretirement benefit liability		Accumulated other comprehensive loss
	(In thousands)
Balance at December 31, 2013	$	(6,638	)	$	187	$	(6,451	)
Change in other comprehensive loss before reclassifications	(961		)	—		(961		)
Net income (loss) reclassified from AOCI	—			—		—
Balance at June 30, 2014	$	(7,599	)	$	187	$	(7,412	)

	Foreign currency translation adjustments			Postretirement benefit liability			Accumulated other comprehensive loss
	(In thousands)
Balance at December 31, 2012	$	(8,261	)	$	(1,172	)	$	(9,433	)
Change in other comprehensive loss before reclassifications	(2,632		)	—			(2,632		)
Net income (loss) reclassified from AOCI	—			—			—
Balance at June 30, 2013	$	(10,893	)	$	(1,172	)	$	(12,065	)

There were no items reclassified from AOCI during the interim periods presented above.

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

The following tables summarize the stock-based awards with significant activity for the six months ended June 30, 2014:

PBRSUs	Number of Shares		Weighted Average Grant-Date Price
Unvested at December 31, 2013	697,797		$	7.45
Granted	744,540		$	4.99
Forfeited	(4,343	)	5.88
Vested	—		—
Unvested at June 30, 2014	1,437,994		$	6.18

RSUs	Number of Shares		Weighted Average Grant-Date Price
Unvested at December 31, 2013	1,076,385		$	9.81
Granted	932,052		$	4.41
Forfeited	(54,775	)	$	8.95
Vested	(49,913	)	$	31.91
Unvested at June 30, 2014	1,903,749		$	6.61

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Subsidiary Guarantor Financial Information (Tables)

6 Months Ended

Jun. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Condensed Balance Sheet

	June 30, 2014
	(In thousands)
Condensed Consolidating Balance Sheets	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Current assets:
Cash and cash equivalents	$	36,680		$	6,072		$	113,620		$	—		$	156,372
Trade accounts receivable, net	—			3,841			43,190			—			47,031
Inventory	—			35,407			146,615			—			182,022
Prepaid expenses and other current assets	—			17,861			16,006			—			33,867
Total current assets	36,680			63,181			319,431			—			419,292
Non-current assets:
Deposits	1,755			23,943			—			—			25,698
Property, plant and equipment, net	—			1,606,889			136,605			—			1,743,494
Inventory	—			25,934			—			—			25,934
Intangible assets, net	—			409			318,545			—			318,954
Investments	—			30,836			15,467			—			46,303
Goodwill	—			—			228,750			—			228,750
Investments in consolidated subsidiaries	409,155			120,163			—			(529,318		)	—
Intercompany accounts receivable	2,099,444			—			24,085			(2,123,529		)	—
Other non-current assets	16,380			651			5,790			—			22,821
Total non-current assets	2,526,734			1,808,825			729,242			(2,652,847		)	2,411,954
Total assets	$	2,563,414		$	1,872,006		$	1,048,673		$	(2,652,847	)	$	2,831,246
Current liabilities:
Trade accounts payable	$	—		$	32,202		$	30,880		$	—		$	63,082
Accrued expenses	18,158			11,766			17,081			—			47,005
Debt and capital lease obligations	—			2,852			11,378			—			14,230
Other current liabilities	—			441			3,945			—			4,386
Total current liabilities	18,158			47,261			63,284			—			128,703
Non-current liabilities:
Asset retirement obligation	—			16,523			—			—			16,523
Deferred tax liabilities	—			—			78,424			—			78,424
Debt and capital lease obligations	1,354,920			19,597			4,152			—			1,378,669
Intercompany accounts payable	—			2,123,529			—			(2,123,529		)	—
Other non-current liabilities	—			1,401			8,855			—			10,256
Total non-current liabilities	1,354,920			2,161,050			91,431			(2,123,529		)	1,483,872
Total liabilities	$	1,373,078		$	2,208,311		$	154,715		$	(2,123,529	)	$	1,612,575
Stockholders’ equity:
Common stock	245			—			—			—			245
Additional paid-in capital	2,207,938			149,857			1,315,426			(1,465,283		)	2,207,938
Accumulated other comprehensive loss	(7,412		)	—			(7,412		)	7,412			(7,412		)
Accumulated deficit	(1,010,435		)	(486,162		)	(442,391		)	928,553			(1,010,435		)
Total Molycorp stockholders’ equity	1,190,336			(336,305		)	865,623			(529,318		)	1,190,336
Noncontrolling interests	—			—			28,335			—			28,335
Total stockholders’ equity	1,190,336			(336,305		)	893,958			(529,318		)	1,218,671
Total liabilities and stockholders’ equity	$	2,563,414		$	1,872,006		$	1,048,673		$	(2,652,847	)	$	2,831,246

	December 31, 2013
	(In thousands)
Condensed Consolidating Balance Sheets	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Current assets:
Cash and cash equivalents	$	169,145		$	6,467		$	138,705		$	—		$	314,317
Trade accounts receivable, net	—			4,990			56,767			—			61,757
Inventory	—			32,307			139,476			—			171,783
Prepaid expenses and other current assets	—			15,833			13,377			—			29,210
Total current assets	169,145			59,597			348,325			—			577,067
Non-current assets:
Deposits	1,754			24,243			—			—			25,997
Property, plant and equipment, net	—			1,620,851			142,023			—			1,762,874
Inventory	—			25,329			—			—			25,329
Intangible assets, net	—			442			330,425			—			330,867
Investments	—			34,134			14,741			—			48,875
Goodwill	—			—			228,750			—			228,750
Investments in consolidated subsidiaries	532,767			121,849			—			(654,616		)	—
Intercompany accounts receivable	2,001,583			—			—			(2,001,583		)	—
Other non-current assets	—			771			6,272			—			7,043
Total non-current assets	2,536,104			1,827,619			722,211			(2,656,199		)	2,429,735
Total assets	$	2,705,249		$	1,887,216		$	1,070,536		$	(2,656,199	)	$	3,006,802
Current liabilities:
Trade accounts payable	$	—		$	49,702		$	34,747		$	—		$	84,449
Accrued expenses	18,158			13,782			16,561			—			48,501
Debt and capital lease obligations	—			2,234			14,128			—			16,362
Other current liabilities	—			617			3,446			—			4,063
Total current liabilities	18,158			66,335			68,882			—			153,375
Non-current liabilities:
Asset retirement obligation	—			16,966			—			—			16,966
Deferred tax liabilities	—			—			85,481			—			85,481
Debt and capital lease obligations	1,339,368			19,355			5,193			—			1,363,916
Intercompany accounts payable	—			1,999,562			2,021			(2,001,583		)	—
Other non-current liabilities	—			1,393			8,609			—			10,002
Total non-current liabilities	1,339,368			2,037,276			101,304			(2,001,583		)	1,476,365
Total liabilities	$	1,357,526		$	2,103,611		$	170,186		$	(2,001,583	)	$	1,629,740
Stockholders’ equity:
Common stock	241			—			—			—			241
Preferred stock	2			—			—			—			2
Additional paid-in capital	2,194,405			149,857			1,315,426			(1,465,283		)	2,194,405
Accumulated other comprehensive loss	(6,451		)	—			(6,451		)	6,451			(6,451		)
Accumulated deficit	(840,474		)	(366,252		)	(437,964		)	804,216			(840,474		)
Total Molycorp stockholders’ equity	1,347,723			(216,395		)	871,011			(654,616		)	1,347,723
Noncontrolling interests	—			—			29,339			—			29,339
Total stockholders’ equity	1,347,723			(216,395		)	900,350			(654,616		)	1,377,062
Total liabilities and stockholders’ equity	$	2,705,249		$	1,887,216		$	1,070,536		$	(2,656,199	)	$	3,006,802

	Three Months Ended June 30, 2014
	(In thousands)
Condensed Consolidating Statements of Operations and Comprehensive Income	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Revenues	$	—		$	12,009		$	113,319		$	(8,421	)	$	116,907
Costs of sales:
Costs excluding depreciation and amortization	—			(38,490		)	(83,330		)	8,421			(113,399		)
Depreciation and amortization	—			(16,031		)	(4,048		)	—			(20,079		)
Gross (loss) profit	—			(42,512		)	25,941			—			(16,571		)
Operating expenses:
Selling, general and administrative	(153		)	(10,437		)	(9,834		)	—			(20,424		)
Depreciation, amortization and accretion	—			(1,057		)	(6,200		)	—			(7,257		)
Research and development	—			(100		)	(4,383		)	—			(4,483		)
Operating (loss) income	(153		)	(54,106		)	5,524			—			(48,735		)
Other (expense) income:
Other income (expense)	15,149			196			(15,049		)	—			296
Interest expense, net of capitalized interest	(39,658		)	(1,190		)	(437		)	—			(41,285		)
Interest income (expense) from intercompany notes	10,434			(510		)	(9,924		)	—			—
Equity loss from consolidated subsidiaries	(79,301		)	(2,009		)	—			81,310			—
Loss before income taxes and equity earnings	(93,529		)	(57,619		)	(19,886		)	81,310			(89,724		)
Income tax benefit (expense)	9,630			—			(2,203		)	—			7,427
Equity in (loss) income of affiliates	—			(1,592		)	39			—			(1,553		)
Net loss	(83,899		)	(59,211		)	(22,050		)	81,310			(83,850		)
Net income attributable to noncontrolling interest	—			—			(49		)	—			(49		)
Net loss attributable to Molycorp stockholders	$	(83,899	)	$	(59,211	)	$	(22,099	)	$	81,310		$	(83,899	)
Net loss	$	(83,899	)	$	(59,211	)	$	(22,050	)	$	81,310		$	(83,850	)
Other comprehensive loss:
Foreign currency translation adjustments	—			—			(109		)	—			(109		)
Comprehensive loss	$	(83,899	)	$	(59,211	)	$	(22,159	)	$	81,310		$	(83,959	)
Comprehensive loss attributable to:
Molycorp stockholders	(83,899		)	(59,211		)	(22,110		)	81,310			(83,910		)
Noncontrolling interest	—			—			(49		)	—			(49		)
	$	(83,899	)	$	(59,211	)	$	(22,159	)	$	81,310		$	(83,959	)

Schedule of Condensed Income Statement and Comprehensive Income

	Three Months Ended June 30, 2014
	(In thousands)
Condensed Consolidating Statements of Operations and Comprehensive Income	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Revenues	$	—		$	12,009		$	113,319		$	(8,421	)	$	116,907
Costs of sales:
Costs excluding depreciation and amortization	—			(38,490		)	(83,330		)	8,421			(113,399		)
Depreciation and amortization	—			(16,031		)	(4,048		)	—			(20,079		)
Gross (loss) profit	—			(42,512		)	25,941			—			(16,571		)
Operating expenses:
Selling, general and administrative	(153		)	(10,437		)	(9,834		)	—			(20,424		)
Depreciation, amortization and accretion	—			(1,057		)	(6,200		)	—			(7,257		)
Research and development	—			(100		)	(4,383		)	—			(4,483		)
Operating (loss) income	(153		)	(54,106		)	5,524			—			(48,735		)
Other (expense) income:
Other income (expense)	15,149			196			(15,049		)	—			296
Interest expense, net of capitalized interest	(39,658		)	(1,190		)	(437		)	—			(41,285		)
Interest income (expense) from intercompany notes	10,434			(510		)	(9,924		)	—			—
Equity loss from consolidated subsidiaries	(79,301		)	(2,009		)	—			81,310			—
Loss before income taxes and equity earnings	(93,529		)	(57,619		)	(19,886		)	81,310			(89,724		)
Income tax benefit (expense)	9,630			—			(2,203		)	—			7,427
Equity in (loss) income of affiliates	—			(1,592		)	39			—			(1,553		)
Net loss	(83,899		)	(59,211		)	(22,050		)	81,310			(83,850		)
Net income attributable to noncontrolling interest	—			—			(49		)	—			(49		)
Net loss attributable to Molycorp stockholders	$	(83,899	)	$	(59,211	)	$	(22,099	)	$	81,310		$	(83,899	)
Net loss	$	(83,899	)	$	(59,211	)	$	(22,050	)	$	81,310		$	(83,850	)
Other comprehensive loss:
Foreign currency translation adjustments	—			—			(109		)	—			(109		)
Comprehensive loss	$	(83,899	)	$	(59,211	)	$	(22,159	)	$	81,310		$	(83,959	)
Comprehensive loss attributable to:
Molycorp stockholders	(83,899		)	(59,211		)	(22,110		)	81,310			(83,910		)
Noncontrolling interest	—			—			(49		)	—			(49		)
	$	(83,899	)	$	(59,211	)	$	(22,159	)	$	81,310		$	(83,959	)

	Six Months Ended June 30, 2014
	(In thousands)
Condensed Consolidating Statements of Operations and Comprehensive Income	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Revenues	$	—		$	29,239		$	227,051		$	(20,858	)	$	235,432
Costs of sales:
Costs excluding depreciation and amortization	—			(91,869		)	(167,861		)	20,858			(238,872		)
Depreciation and amortization	—			(28,158		)	(8,068		)	—			(36,226		)
Gross (loss) profit	—			(90,788		)	51,122			—			(39,666		)
Operating expenses:
Selling, general and administrative	(393		)	(18,595		)	(19,391		)	—			(38,379		)
Depreciation, amortization and accretion	—			(2,102		)	(12,357		)	—			(14,459		)
Research and development	—			(243		)	(7,006		)	—			(7,249		)
Operating (loss) income	(393		)	(111,728		)	12,368			—			(99,753		)
Other (expense) income:
Other (expense) income	(3,122		)	212			3,680			—			770
Interest expense, net of capitalized interest	(74,214		)	(2,395		)	(316		)	—			(76,925		)
Interest income (expense) from intercompany notes	20,789			(1,014		)	(19,775		)	—			—
Equity loss from consolidated subsidiaries	(122,651		)	(1,686		)	—			124,337			—
Loss before income taxes and equity earnings	(179,591		)	(116,611		)	(4,043		)	124,337			(175,908		)
Income tax benefit (expense)	9,630			—			(296		)	—			9,334
Equity in (loss) income of affiliates	—			(3,299		)	24			—			(3,275		)
Net loss	(169,961		)	(119,910		)	(4,315		)	124,337			(169,849		)
Net income attributable to noncontrolling interest	—			—			(112		)	—			(112		)
Net loss attributable to Molycorp stockholders	$	(169,961	)	$	(119,910	)	$	(4,427	)	$	124,337		$	(169,961	)
Net loss	$	(169,961	)	$	(119,910	)	$	(4,315	)	$	124,337		$	(169,849	)
Other comprehensive loss:
Foreign currency translation adjustments	—			—			(961		)	—			(961		)
Comprehensive loss	$	(169,961	)	$	(119,910	)	$	(5,276	)	$	124,337		$	(170,810	)
Comprehensive loss attributable to:
Molycorp stockholders	(169,961		)	(119,910		)	(5,164		)	124,337			(170,698		)
Noncontrolling interest	—			—			(112		)	—			(112		)
	$	(169,961	)	$	(119,910	)	$	(5,276	)	$	124,337		$	(170,810	)

	Three Months Ended June 30, 2013
	(In thousands)
Condensed Consolidating Statements of Operations and Comprehensive Income	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Revenues	$	—		$	27,168		$	120,976		$	(12,032	)	$	136,112
Costs of sales:
Costs excluding depreciation and amortization	—			(46,363		)	(101,393		)	12,032			(135,724		)
Depreciation and amortization	—			(11,757		)	(6,667		)	—			(18,424		)
Gross (loss) profit	—			(30,952		)	12,916			—			(18,036		)
Operating expenses:
Selling, general and administrative	—			(16,488		)	(9,571		)	—			(26,059		)
Depreciation, amortization and accretion	—			48			(8,326		)	—			(8,278		)
Research and development	—			(1,431		)	(5,075		)	—			(6,506		)
Operating loss	—			(48,823		)	(10,056		)	—			(58,879		)
Other (expense) income:
Other income	—			244			2,569			—			2,813
Interest (expense) income, net of capitalized interest	(14,745		)	(2,236		)	2,112			—			(14,869		)
Interest income (expense) from intercompany notes	8,592			1,237			(9,829		)	—			—
Equity loss from consolidated subsidiaries	(65,022		)	(7,487		)	—			72,509			—
Loss before income taxes and equity earnings	(71,175		)	(57,065		)	(15,204		)	72,509			(70,935		)
Income tax (loss) benefit	—			(11,198		)	14,728			—			3,530
Equity in loss of affiliates	—			(8,012		)	4,728			—			(3,284		)
Net loss	(71,175		)	(76,275		)	4,252			72,509			(70,689		)
Net income attributable to noncontrolling interest	—			—			(486		)	—			(486		)
Net loss attributable to Molycorp stockholders	$	(71,175	)	$	(76,275	)	$	3,766		$	72,509		$	(71,175	)
Net loss	$	(71,175	)	$	(76,275	)	$	4,252		$	72,509		$	(70,689	)
Other comprehensive (loss) income:
Foreign currency translation adjustments	—			—			662			—			662
Comprehensive loss	$	(71,175	)	$	(76,275	)	$	4,914		$	72,509		$	(70,027	)
Comprehensive loss attributable to:
Molycorp stockholders	(71,175		)	(76,275		)	5,400			72,509			(69,541		)
Noncontrolling interest	—			—			(486		)	—			(486		)
	$	(71,175	)	$	(76,275	)	$	4,914		$	72,509		$	(70,027	)

	Six Months Ended June 30, 2013
	(In thousands)
Condensed Consolidating Statements of Operations and Comprehensive Loss	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Revenues	$	—		$	48,777		$	255,124		$	(22,390	)	$	281,511
Costs of sales:
Costs excluding depreciation and amortization	—			(91,692		)	(201,953		)	22,390			(271,255		)
Depreciation and amortization	—			(19,187		)	(13,409		)	—			(32,596		)
Gross (loss) profit	—			(62,102		)	39,762			—			(22,340		)
Operating expenses:
Selling, general and administrative	—			(33,504		)	(19,106		)	—			(52,610		)
Depreciation, amortization and accretion	—			(1,661		)	(14,827		)	—			(16,488		)
Research and development	—			(3,391		)	(9,520		)	—			(12,911		)
Operating loss	—			(100,658		)	(3,691		)	—			(104,349		)
Other (expense) income:
Other income	—			243			2,117			—			2,360
Interest (expense) income, net	(25,885		)	(4,295		)	3,662			—			(26,518		)
Interest income (expense) from intercompany notes	18,244			2,881			(21,125		)	—			—
Equity loss from consolidated subsidiaries	(108,389		)	(6,409		)	—			114,798			—
Loss before income taxes and equity earnings	(116,030		)	(108,238		)	(19,037		)	114,798			(128,507		)
Income tax benefit	5,884			8,252			11,885			—			26,021
Equity in loss of affiliates	—			(10,010		)	3,654			—			(6,356		)
Net loss	(110,146		)	(109,996		)	(3,498		)	114,798			(108,842		)
Net income attributable to noncontrolling interest	—			—			(1,304		)	—			(1,304		)
Net loss attributable to Molycorp stockholders	$	(110,146	)	$	(109,996	)	$	(4,802	)	$	114,798		$	(110,146	)
Net loss	$	(110,146	)	$	(109,996	)	$	(3,498	)	$	114,798		$	(108,842	)
Other comprehensive loss:
Foreign currency translation adjustments	—			—			(2,632		)	—			(2,632		)
Comprehensive loss	$	(110,146	)	$	(109,996	)	$	(6,130	)	$	114,798		$	(111,474	)
Comprehensive loss attributable to:
Molycorp stockholders	(110,146		)	(109,996		)	(4,826		)	114,798			(110,170		)
Noncontrolling interest	—			—			(1,304		)	—			(1,304		)
	$	(110,146	)	$	(109,996	)	$	(6,130	)	$	114,798		$	(111,474	)

Schedule of Condensed Cash Flow Statement

	Six Months Ended June 30, 2014
	(In thousands)
Condensed Consolidating Statements of Cash Flows	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Net cash used in operating activities	$	(36,253	)	$	(71,050	)	$	(10,945	)	$	—		$	(118,248	)
Cash flows from investing activities:
Intercompany advances made	(141,366		)	—			—			141,366			—
Repayments from non-guarantor	48,000			—			—			(48,000		)	—
Investment in joint ventures	—			—			(703		)	—			(703		)
Capital expenditures	—			(40,928		)	(3,759		)	—			(44,687		)
Recovery from insurance claims	—			12,900			—			—			12,900
Other investing activities	—			—			395			—			395
Net cash used in investing activities	(93,366		)	(28,028		)	(4,067		)	93,366			(32,095		)
Cash flows from financing activities:
Repayments of debt	—			—			(3,079		)	—			(3,079		)
Payments of preferred dividends	(2,846		)	—			—			—			(2,846		)
Dividend paid to noncontrolling interests	—			—			(1,135		)	—			(1,135		)
Repayments to parent	—			—			(48,000		)	48,000			—
Intercompany advances owed	—			97,822			43,544			(141,366		)	—
Other financing activities	—			861			(697		)	—			164
Net cash (used in) provided by financing activities	(2,846		)	98,683			(9,367		)	(93,366		)	(6,896		)
Effect of exchange rate changes on cash	—			—			(706		)	—			(706		)
Net change in cash and cash equivalents	(132,465		)	(395		)	(25,085		)	—			(157,945		)
Cash and cash equivalents at beginning of the period	169,145			6,467			138,705			—			314,317
Cash and cash equivalents at end of period	$	36,680		$	6,072		$	113,620		$	—		$	156,372

	Six Months Ended June 30, 2013
	(In thousands)
Condensed Consolidating Statements of Cash Flows	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Molycorp, Inc. consolidated
Net cash provided by (used in) operating activities	$	(1,972	)	$	(93,855	)	$	21,786		$	—		$	(74,041	)
Cash flows from investing activities:
Loans to guarantor	—			—			(40,000		)	40,000			—
Intercompany advances made	(318,835		)	—			—			318,835			—
Loans to non-guarantor	—			(1,300		)	—			1,300			—
Repayments from non-guarantor	10,000			—			—			(10,000		)	—
Investment in joint ventures	—			(3,423		)	—			—			(3,423		)
Capital expenditures	—			(255,989		)	(8,737		)	—			(264,726		)
Other investing activities	—			—			(224		)	—			(224		)
Net cash used in investing activities	(308,835		)	(260,712		)	(48,961		)	350,135			(268,373		)
Cash flows from financing activities:
Repayments of debt	—			—			(27,283		)	—			(27,283		)
Net proceeds from sale of common stock	248,150			—			—			—			248,150
Issuance of 5.50% Convertible Notes	165,600			—			—			—			165,600
Payments of preferred dividends	(5,693		)	—			—			—			(5,693		)
Dividend paid to noncontrolling interests	—			—			(1,946		)	—			(1,946		)
Borrowings from non-guarantor	—			40,000			—			(40,000		)	—
Borrowing from guarantor	—			—			1,300			(1,300		)	—
Repayments to parent	—			—			(10,000		)	10,000			—
Intercompany advances owed	—			303,659			15,176			(318,835		)	—
Other financing activities	—			(360		)	—			—			(360		)
Net cash provided by (used in) financing activities	408,057			343,299			(22,753		)	(350,135		)	378,468
Effect of exchange rate changes on cash	—			—			318			—			318
Net change in cash and cash equivalents	97,250			(11,268		)	(49,610		)	—			36,372
Cash and cash equivalents at beginning of the period	16,560			18,020			193,210			—			227,790
Cash and cash equivalents at end of period	$	113,810		$	6,752		$	143,600		$	—		$	264,162

XML

Related-Party Transactions (Details) (Keli, Metals, USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Keli | Metals
Related Party Transactions
Purchases made from related party	$ 18.7	$ 14.7	$ 35.6	$ 24.4

XML

Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2014

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial Instruments

For assets and liabilities that are required under GAAP to be measured at fair value on a recurring or nonrecurring basis, we refer to a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into the following three broad levels:

• Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

• Level 2 - Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means.

• Level 3 - Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable.

Our assets and liabilities measured at fair value on a recurring basis were as follows at June 30, 2014 and December 31, 2013:

	June 30, 2014
	Quoted Prices in Active Markets for Identical Assets/Liabilities		Significant Other Observable Inputs	Significant Unobservable Inputs
	(Level 1)		(Level 2)	(Level 3)		Total
	(In thousands)
Assets:
Cash equivalents	$	42,377	—	—		$	42,377
Liabilities:
Derivative liability	—		—	$	6,303	$	6,303

	December 31, 2013
	Quoted Prices in Active Markets for Identical Assets/Liabilities		Significant Other Observable Inputs	Significant Unobservable Inputs
	(Level 1)		(Level 2)	(Level 3)		Total
	(In thousands)
Assets:
Cash equivalents	$	179,052	—	—		$	179,052
Liabilities:
Derivative liability	—		—	$	6,089	$	6,089

The financial assets classified in Level 1 at June 30, 2014 and December 31, 2013 consist of money market funds valued based on quoted prices for identical assets in active markets. The derivative liability relates to a share purchase agreement (“SPA”) between NMT Holding GmbH, our wholly-owned German subsidiary, and the shareholders of Buss & Buss, a majority-owned subsidiary of ours. The SPA includes a call and a put option on shares of the remaining shareholder and his legal successors. If the call option is exercised by us, a premium is added to the consideration to purchase the underlying shares in Buss & Buss. If the put option is exercised by the remaining shareholder of Buss & Buss or his legal successors, a discount will reduce the cost basis of the securities sold to us. We account for the put option at fair value with changes in fair value recognized currently in earnings. The change in fair value of the put option resulted in nominal unrealized gains and losses for the three and six months ended June 30, 2014, and for the three and six months ended June 30, 2013, which were recognized in "Interest expense" in the condensed consolidated statements of operations and comprehensive income. The technique used to fair value the derivative liability classified in Level 3 is the income approach based on a discounted cash flow model.

The following table presents the fair value of financial liabilities we reported at their carrying value at June 30, 2014 and December 31, 2013:

	June 30, 2014				December 31, 2013
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(In thousands)
Long-term debt
3.25% Convertible Notes due June 2016	$	211,406	$	173,650	$	207,028	$	161,771
6.00% Convertible Notes due September 2017	354,606		269,618		346,708		312,570
5.50% Convertible Notes due February 2018	150,760		112,125		148,198		164,015
10% Senior Notes due June 2020	638,148		603,558		637,435		646,750
Total long-term debt	$	1,354,920	$	1,158,951	$	1,339,369	$	1,285,106

The fair value of the financial liabilities listed above, which are all classified in Level 1, is based on the last available market trade of each reporting period. The Debentures are not actively traded, and the difference between their carrying value and fair value is impractical to estimate. The carrying amount of certain other financial instruments, such as trade accounts receivables, trade accounts payable, accrued expenses and bank loans approximate fair value and, therefore, have been excluded from the table above.

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Inventory (Tables)

6 Months Ended

Jun. 30, 2014

Inventory Disclosure [Abstract]

Schedule of inventory

At June 30, 2014 and December 31, 2013, our inventory consisted of the following:

	June 30, 2014		December 31, 2013
	(In thousands)
Current:
Concentrate stockpiles	$	90	$	24
Raw materials	49,293		42,627
Work in process	39,250		41,962
Finished goods	70,817		65,662
Materials and supplies	22,572		21,508
Total current	$	182,022	$	171,783
Long-term:
Concentrate stockpiles	$	—	$	4
Raw materials	25,934		25,325
Total long-term	$	25,934	$	25,329

Schedule of charges to cost of sales based on normal production levels and write-down of inventory

The following table presents charges to costs of sales related to our assessment of normal production levels and write-downs of inventory:

	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
	(In thousands)
Abnormal production costs expensed in the period (a)	$	17,562	$	25,518	$	42,546	$	47,494
Write-down to the lower of cost or market (b)	19,359		21,374		35,520		41,100
Write-downs of stockpile inventory (c)	132		4,458		1,342		6,858
Total	$	37,053	$	51,350	$	79,408	$	95,452

(a) Relates to production costs that would have been inventoriable had we been operating at normal production levels. In all periods presented, the majority of these production costs related to the Resources segment.

(b) Due to the decline in some rare earths prices and low inventory turnover.

(c) Adjustments of the estimated REO content in the stockpile at the Resources segment.

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Commitments and Contingencies Narrative (Details) (USD $) In Millions, unless otherwise specified		1 Months Ended	6 Months Ended			12 Months Ended
	Jun. 30, 2014	Aug. 31, 2013 Class Action Lawsuits filed in US District Court for the Southern District of New York lawsuit	Jun. 30, 2014 Employees covered by collective bargaining agreement under facility Workforce Molycorp Silmet employee	Jun. 30, 2014 Employees covered by collective bargaining agreement under facility Molycorp Mountain Pass facility Workforce employee	Jul. 31, 2012 Pending Litigation Purported Class Action claim	Dec. 31, 2012 Pending Litigation Derivative Lawsuit lawsuit
Plant Modernization and Expansion Commitments
Number of employees			168	258
Concentration risk (as a percent)			30.00%	58.00%
Surety bonds placed to secure the closure and reclamation obligations	$ 28.8
Loss Contingency, Pending Claims, Number					18
Number of class action lawsuits filed		2				2

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Debt and Capital Lease Obligations Convertible notes other disclosures (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013	Aug. 31, 2012
Debt Instrument [Line Items]
Net carrying amount	$ 1,359,072		$ 1,359,072		$ 1,344,561
Equity component of convertible debt				21,815
Convertible Debt | 3.25% Convertible Notes, net of discount, due June 2016
Debt Instrument [Line Items]
Principal amount	230,000		230,000		230,000
Unamortized debt discount	(18,594)		(18,594)		(22,972)
Net carrying amount	211,406		211,406		207,028
Interest cost	4,070	3,931	8,128	7,851
Interest rate	3.25%		3.25%
Convertible Debt | 6.00% Convertible Notes, net of discount, due September 2017
Debt Instrument [Line Items]
Principal amount	414,000		414,000		414,000
Unamortized debt discount	(59,394)		(59,394)		(67,292)
Net carrying amount	354,606		354,606		346,708
Interest cost	10,275	9,909	20,425	19,722
Interest rate	6.00%		6.00%			6.00%
Convertible Debt | 5.50% Convertible Notes, net of discount, due February 2018
Debt Instrument [Line Items]
Principal amount	172,500		172,500		172,500
Unamortized debt discount	(21,740)		(21,740)		(24,302)
Net carrying amount	150,760		150,760		148,198
Interest cost	3,676	3,576	7,335	5,873
Interest rate	5.50%		5.50%
Senior Notes | 10% Senior Notes, net of discount, due June 2020
Debt Instrument [Line Items]
Principal amount	650,000		650,000		650,000
Unamortized debt discount	(11,852)		(11,852)		(12,565)
Net carrying amount	638,148		638,148		637,435
Interest cost	16,645	16,610	33,284	33,215
Interest rate	10.00%		10.00%
Additional Paid-In Capital
Debt Instrument [Line Items]
Equity component of convertible debt				21,815
Additional Paid-In Capital | Convertible Debt | 3.25% Convertible Notes, net of discount, due June 2016
Debt Instrument [Line Items]
Equity component of convertible debt			36,227
Additional Paid-In Capital | Convertible Debt | 6.00% Convertible Notes, net of discount, due September 2017
Debt Instrument [Line Items]
Equity component of convertible debt			68,695
Additional Paid-In Capital | Convertible Debt | 5.50% Convertible Notes, net of discount, due February 2018
Debt Instrument [Line Items]
Equity component of convertible debt			$ 21,815

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Condensed Consolidated Statements of Stockholders' Equity (USD $) In Thousands, except Share data, unless otherwise specified	Total	Total Molycorp Stockholders' Equity	Common Stock	Common Stock Series A Mandatory Convertible Preferred Stock	Series A Mandatory Convertible Preferred Stock	Series A Mandatory Convertible Preferred Stock	Additional Paid-In Capital	Additional Paid-In Capital Series A Mandatory Convertible Preferred Stock	Accumulated Other Comprehensive Loss	Accumulated deficit	Non controlling interests
Balance at beginning of period at Dec. 31, 2012	$ 1,251,258	$ 1,216,046	$ 139		$ 2		$ 1,691,429		$ (9,433)	$ (466,091)	$ 35,212
Balance at beginning of period (in shares) at Dec. 31, 2012			138,773,538		2,070,000
Increase (Decrease) in Stockholders' Equity
Stock-based compensation	794	794	0				794
Stock-based compensation (in shares)			1,156
Component of 5.50% convertible debt	21,815	21,815					21,815
Deferred taxes on component of convertible debt	(8,508)	(8,508)					(8,508)
Conversion of Exchangeable Shares (in shares)			13,483
Conversion of shares (in shares)			2,358
Conversion of shares	49	49					49
Issuance of Primary Shares	248,140	248,140	43				248,097
Issuance of Primary Shares (in shares)			43,125,000
Issuance of Borrowed Shares	7	7	7
Issuance of Borrowed Shares (in shares)			6,666,666
Net loss	(108,842)	(110,146)								(110,146)	1,304
Preferred dividends	(5,693)	(5,693)					(5,693)
Distribution to noncontrolling interests	(1,946)										(1,946)
Other comprehensive loss	(2,632)	(2,632)							(2,632)
Balance at end of period at Jun. 30, 2013	1,394,442	1,359,872	189		2		1,947,983		(12,065)	(576,237)	34,570
Balance at end of period (in shares) at Jun. 30, 2013			188,582,201		2,070,000
Balance at beginning of period at Dec. 31, 2013	1,377,062	1,347,723	241		2		2,194,405		(6,451)	(840,474)	29,339
Balance at beginning of period (in shares) at Dec. 31, 2013			240,380,094		2,070,000
Increase (Decrease) in Stockholders' Equity
Stock-based compensation	1,570	1,570	0				1,570
Stock-based compensation (in shares)			189,188
Conversion of Exchangeable Shares (in shares)			21,313
Conversion of shares (in shares)			2,518	4,140,000		(2,070,000)
Conversion of shares	12	12		4		(2)	12	(2)
Adjustments to Additional Paid in Capital, Stock Issued, Own-share Lending Arrangement, Issuance Costs	15,062	15,062					15,062
Net loss	(169,849)	(169,961)								(169,961)	112
Preferred dividends	(2,846)	(2,846)					(2,846)
Distribution to noncontrolling interests	(1,135)										(1,135)
Other comprehensive loss	(961)	(961)							(961)
Other	(244)	(263)					(263)				19
Balance at end of period at Jun. 30, 2014	$ 1,218,671	$ 1,190,336	$ 245		$ 0		$ 2,207,938		$ (7,412)	$ (1,010,435)	$ 28,335
Balance at end of period (in shares) at Jun. 30, 2014			244,733,113		0

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Inventory

6 Months Ended

Jun. 30, 2014

Inventory Disclosure [Abstract]

Inventory

Inventory

At June 30, 2014 and December 31, 2013, our inventory consisted of the following:

	June 30, 2014		December 31, 2013
	(In thousands)
Current:
Concentrate stockpiles	$	90	$	24
Raw materials	49,293		42,627
Work in process	39,250		41,962
Finished goods	70,817		65,662
Materials and supplies	22,572		21,508
Total current	$	182,022	$	171,783
Long-term:
Concentrate stockpiles	$	—	$	4
Raw materials	25,934		25,325
Total long-term	$	25,934	$	25,329

The following table presents charges to costs of sales related to our assessment of normal production levels and write-downs of inventory:

	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
	(In thousands)
Abnormal production costs expensed in the period (a)	$	17,562	$	25,518	$	42,546	$	47,494
Write-down to the lower of cost or market (b)	19,359		21,374		35,520		41,100
Write-downs of stockpile inventory (c)	132		4,458		1,342		6,858
Total	$	37,053	$	51,350	$	79,408	$	95,452

(a) Relates to production costs that would have been inventoriable had we been operating at normal production levels. In all periods presented, the majority of these production costs related to the Resources segment.

(b) Due to the decline in some rare earths prices and low inventory turnover.

(c) Adjustments of the estimated REO content in the stockpile at the Resources segment.

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Subsequent Events (Details) (Subsequent Event, USD $) In Millions, unless otherwise specified	0 Months Ended
	Aug. 06, 2014
Subsequent Event [Line Items]
Debt and Lease Financing Commitment Capacity	$ 400
Warrants to be Issued Equal to Common Stock Outstanding, Percentage of Shares	10.00%
Financings Available at Closing
Subsequent Event [Line Items]
Debt and Lease Financing Commitment Capacity	250
Financings Available until March 31, 2016
Subsequent Event [Line Items]
Debt and Lease Financing Commitment Capacity	$ 150
Financings Available
Subsequent Event [Line Items]
Debt Instrument, Term	5 years

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Property, Plant and Equipment, net (Tables)

6 Months Ended

Jun. 30, 2014

Property, Plant and Equipment [Abstract]

Schedule of property, plant and equipment

At June 30, 2014 and December 31, 2013, our property, plant and equipment consisted of the following:

	June 30, 2014			December 31, 2013
	(In thousands)
Land	$	12,785		$	12,822
Land improvements	304,372			327,029
Buildings and improvements	572,269			418,510
Plant and equipment	475,980			288,603
Vehicles	2,969			2,986
Computer software	12,449			12,424
Furniture and fixtures	1,044			1,044
Construction in progress (a)	453,744			755,107
Natural gas delivery facility under capital lease	15,658			15,658
Mining equipment under capital lease	9,496			7,370
Mineral properties	23,798			23,999
Property, plant and equipment at cost	1,884,564			1,865,552
Less accumulated depreciation	(141,070		)	(102,678		)
Property, plant and equipment, net	$	1,743,494		$	1,762,874

(a) Primarily related to expenditures at the Mountain Pass facility.

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Inventory (Schedule of Charges to Cost of Sales Based on Normal Production Levels and Write-Down of Inventory) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2014		Jun. 30, 2013		Jun. 30, 2014		Jun. 30, 2013
Inventory [Line Items]
Production costs expended that would have been allocated to additional tons produced	$ 17,562	[1]	$ 25,518	[1]	$ 42,546	[1]	$ 47,494	[1]
Inventory write-downs					36,863		47,958
Charges to cost of sales based on production levels and write-down of inventory	37,053		51,350		79,408		95,452
Rare earth metals
Inventory [Line Items]
Inventory write-downs	19,359	[2]	21,374	[2]	35,520	[2]	41,100	[2]
Stockpile
Inventory [Line Items]
Inventory write-downs	$ 132	[3]	$ 4,458	[3]	$ 1,342	[3]	$ 6,858	[3]

[1] Relates to production costs that would have been inventoriable had we been operating at normal production levels. In all periods presented, the majority of these production costs related to the Resources segment.

[2] Due to the decline in some rare earths prices and low inventory turnover.

[3] Adjustments of the estimated REO content in the stockpile at the Resources segment.

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Net Change in Operating Assets and Liabilities

6 Months Ended

Jun. 30, 2014

Net Change in Operating Assets and Liabilities

Net Change in Operating Assets and Liabilities

Net Change in Operating Assets and Liabilities

Net change in operating assets and liabilities, net of the effects of acquisitions and dispositions, consisted of the following for the six months ended June 30,2014 and 2013:

	Six Months Ended June 30,
	2014			2013
	(In thousands)
Decrease (increase) in operating assets:
Trade accounts receivable	$	14,708		$	1,205
Inventory	(48,213		)	23,176
Prepaid expenses and other current assets	(5,764		)	519
Increase (decrease) in operating liabilities:
Trade accounts payable	(6,070		)	(21,167		)
Income tax payable	684			494
Interest payable	15,552			(27,689		)
Asset retirement obligation	(1,196		)	(2,013		)
Accrued expenses	(1,614		)	(17,388		)
	$	(31,913	)	$	(42,863	)