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UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________________________ FORM 10-K _______________________________________________________ x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2012 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 001-34025 INTREPID POTASH, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 26-1501877 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 707 17th Street, Suite 4200, Denver, Colorado 80202 (Address of principal executive offices) (Zip Code) (303) 296-3006 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, par value $0.001 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. ¨ 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 ¨ Smaller reporting company ¨ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ¨ No x The aggregate market value of 54,199,804 shares of voting stock held by non-affiliates of the registrant, based upon the closing sale price of the common stock on June 29, 2012, the last business day of the registrant’s most recently completed second fiscal quarter, of $22.76 per share as reported on the New York Stock Exchange was $1,233,587,539. Shares of common stock held by each director and executive officer and by each person who owns 10% or more of the outstanding common stock or who is otherwise believed by the registrant to be in a control position have been excluded. The determination of affiliate status for this purpose is not a conclusive determination of affiliate status for any other purposes. As of January 31, 2013, the registrant had 75,553,526 shares of common stock, par value $0.001, outstanding (including 240,757 restricted shares of common stock). DOCUMENTS INCORPORATED BY REFERENCE Table of Contents Certain information required by Items 10, 11, 12, 13 and 14 of Part III is incorporated by reference from portions of the registrant’s definitive proxy statement relating to its 2013 annual meeting of stockholders to be filed within 120 days after December 31, 20112. Table of Contents INTREPID POTASH, INC. TABLE OF CONTENTS Page PART I 1 Cautionary Note Regarding Forward‑Looking Statements 1 Item 1. Business 2 General 2 Company History 2 Our Products and Markets 3 Industry Overview 4 Competition 5 Strategy 5 Competitive Strengths 6 International Marketing and Distribution 7 Major Customers 7 Environmental, Health and Safety Matters 7 Product Registration Requirements 8 Operating Requirements and Government Regulations 8 Reclamation Obligations 10 Taxes and Insurance 10 Seasonality 10 Employees 11 Available Information 11 Glossary of Terms 11 Executive Officers 13 Item 1A. Risk Factors 14 Item 1B. Unresolved Staff Comments 24 Item 2. Properties 24 Properties 24 Proven and Probable Reserves 28 Production 31 Item 3. Legal Proceedings 33 Item 4. Mine Safety Disclosures 34 PART II 35 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 35 Item 6. Selected Financial Data 38 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 39 Overview 39 Significant Business Trends and Activities 39 Capital Investment 45 Liquidity and Capital Resources 46 Results of Operations for the Years ended December 31, 2012, and 2011 49 Results of Operations for the Year ended December 31, 2011, and 2010 50 Critical Accounting Policies and Estimates 52 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 54 Item 8. Financial Statements and Supplementary Data 55 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 55 i Table of Contents Item 9A. Controls and Procedures 55 Item 9B. Other Information 56 PART III 57 Item 10. Directors, Executive Officers and Corporate Governance 57 Item 11. Executive Compensation 57 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 57 Item 13. Certain Relationships and Related Transactions, and Director Independence 57 Item 14. Principal Accounting Fees and Services 57 PART IV 58 Item 15. Exhibits, Financial Statement Schedules 58 Signatures 61 ii Table of Contents PART I Unless expressly stated otherwise or the context otherwise requires, when used throughout this Annual Report on Form 10-K: • "Intrepid," "our," "we," or "us" refers to Intrepid Potash, Inc. and its consolidated subsidiaries; • “Mining” refers to Intrepid Mining LLC; • “Moab,” “NM,” and “Wendover” refer to Intrepid Potash—Moab, LLC, Intrepid Potash—New Mexico, LLC, and Intrepid Potash —Wendover, LLC, respectively, our principal operating subsidiaries; • “West,” “East,” “North,” and “HB” refer to our mines, facilities, and mills near Carlsbad, New Mexico; and • “tons” refers to short tons. One short ton equals 2,000 pounds. One metric tonne, which many of our international competitors use, equals 1,000 kilograms or 2,205 pounds. We have included technical terms important to an understanding of our business under “Glossary of Terms.” CAUTIONARY NOTE REGARDING FORWARD‑LOOKING STATEMENTS This Annual Report on Form 10-K contains forward‑looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of 1933, as amended (the “Securities Act”), which are subject to risks, uncertainties and assumptions that are difficult to predict. All statements in this Annual Report on Form 10-K, 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. The forward‑looking statements include statements, among other things, concerning our business strategy, including anticipated trends and developments in and management plans for our business and the markets in which we operate; future financial results, operating results, revenues, gross margin, cost of goods sold, operating expenses, products, projected costs and capital expenditures; sales; and competition. In some cases, you can identify these statements by forward‑looking words, such as “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “forecast,” “foresee,” “likely,” “may,” “should,” “goal,” “target,” “might,” “will,” “could,” “predict” and “continue,” the negative or plural of these words and other comparable terminology. Forward‑looking statements are only predictions based on our current expectations and our projections about future events. All forward‑looking statements included in this Annual Report on Form 10-K are based upon information available to us as of the filing date of this Annual Report on Form 10-K. You should not place undue reliance on these forward‑looking statements. We undertake no obligation to update any of these forward ‑looking statements, except as required by law. These forward‑looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these statements. These risks and uncertainties include: • changes in the price, demand, or supply of potash or Trio ®/langbeinite • circumstances that disrupt or limit our production, including operational difficulties or operational variances due to geological or geotechnical variances • interruptions in rail
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