þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended December 31, 2016
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or
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o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of incorporation or organization)
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13-4004153
(I.R.S. Employer Identification No.)
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701 Market Street, St. Louis, Missouri
(Address of principal executive offices)
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63101
(Zip Code)
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Title of Each Class
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Common Stock, par value $0.01 per share
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
þ
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Smaller reporting company
o
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•
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our ability to consummate the Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession, dated January 27, 2017 (as further modified, the Plan) as confirmed by an order of the Bankruptcy Court entered on March 17, 2017;
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the effects of the Chapter 11 Cases on our operations, including customer, supplier, banking, insurance and other relationships and agreements;
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Bankruptcy Court rulings in the Chapter 11 Cases as well as the outcome of all other pending litigation and the outcome of the Chapter 11 Cases in general;
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the length of time that we will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the proceedings;
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the risks associated with third-party motions in the Chapter 11 Cases, which may interfere with our ability to consummate the Plan and restructuring generally;
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increased advisory costs to execute a plan of reorganization;
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the volatility of the trading price of our common stock and the absence of correlation between any increases in the trading price and our expectation that the common stock will be canceled and extinguished upon the Plan's effective date (Plan Effective Date);
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the risk that the Plan does not become effective, in which case there can be no assurance that the Chapter 11 Cases will continue rather than be converted to Chapter 7 liquidation cases or that any alternative plan of reorganization would be on terms as favorable to holders of claims and interests as the terms of the Plan;
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Peabody Energy’s ability to use cash collateral and the possibility that Peabody Energy may be required to post additional cash collateral to secure its obligations;
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the effect of the Chapter 11 Cases on our relationships with third parties, regulatory authorities and employees;
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the potential adverse effects of the Chapter 11 Cases on our liquidity, results of operations, or business prospects;
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our ability to execute our business and restructuring plan;
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increased administrative and legal costs related to the Chapter 11 Cases and other litigation and the inherent risks involved in a bankruptcy process;
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the cost, availability and access to capital and financial markets, including the ability to secure new financing after emerging from the Chapter 11 Cases; and
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the risk that the Chapter 11 Cases will disrupt or impede our international operations, including our business operations in Australia.
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Peabody Energy Corporation
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2016 Form 10-K
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i
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•
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competition in the energy market and supply and demand for our coal products, including the impact of alternative energy sources, such as natural gas and renewables;
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global steel demand and the downstream impact on metallurgical coal prices, and lower demand for our products by electric power generators;
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our ability to successfully consummate planned divestitures, including the planned sale of all of our equity interests in Metropolitan Collieries Pty Ltd, the entity that owns the Metropolitan coal mine in New South Wales, Australia (the Metropolitan Mine);
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our ability to appropriately secure our requirements for reclamation, federal and state workers’ compensation, federal coal leases and other obligations related to our operations, including our ability to utilize self-bonding and/or successfully access the commercial surety bond market;
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customer procurement practices and contract duration;
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the impact of weather and natural disasters on demand, production and transportation;
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reductions and/or deferrals of purchases by major customers and our ability to renew sales contracts;
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credit and performance risks associated with customers, suppliers, contract miners, co-shippers, and trading, bank and other financial counterparties;
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geologic, equipment, permitting, site access, operational risks and new technologies related to mining;
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transportation availability, performance and costs;
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availability, timing of delivery and costs of key supplies, capital equipment or commodities such as diesel fuel, steel, explosives and tires;
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impact of take-or-pay arrangements for rail and port commitments for the delivery of coal;
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successful implementation of business strategies, including, without limitation, the actions we are implementing to improve our organization and respond to current market conditions;
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negotiation of labor contracts, employee relations and workforce availability, including, without limitation, attracting and retaining key personnel;
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changes in postretirement benefit and pension obligations and their related funding requirements;
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replacement and development of coal reserves;
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effects of changes in interest rates and currency exchange rates (primarily the Australian dollar);
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effects of acquisitions or divestitures;
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economic strength and political stability of countries in which we have operations or serve customers;
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legislation, regulations and court decisions or other government actions, including, but not limited to, new environmental and mine safety requirements, changes in income tax regulations, sales-related royalties, or other regulatory taxes and changes in derivative laws and regulations;
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our ability to obtain and renew permits necessary for our operations;
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litigation or other dispute resolution, including, but not limited to, claims not yet asserted;
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terrorist attacks or security threats, including, but not limited to, cybersecurity breaches; and
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impacts of pandemic illnesses.
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the fact that our common stock will be canceled and extinguished upon the Plan Effective Date, if the Plan becomes effective, with no payments made to the holders of our common stock;
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the lack of an established market for the shares of new common stock (Reorganized PEC Common Stock) or the preferred stock (Preferred Equity) to be issued pursuant to the Plan on the Plan Effective Date, and potential dilution of Reorganized PEC Common Stock due to future issuances of equity securities;
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our ability to generate sufficient cash to service all of our expected post-emergence indebtedness;
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our post-emergence debt instruments and capital structure will place certain limits on our ability to pay dividends and repurchase common stock;
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our ability to comply with financial and other restrictive covenants in various agreements, including the credit facility contemplated by the Plan; and
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other risks and factors, including those discussed in "Legal Proceedings," set forth Part I, Item 3 of this report and “Risk Factors,” set forth in Part I, Item 1A of this report.
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Peabody Energy Corporation
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2016 Form 10-K
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ii
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Peabody Energy Corporation
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2016 Form 10-K
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iii
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Page
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Principal Accountant Fees and Services
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Exhibits and Financial Statement Schedules
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Peabody Energy Corporation
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2016 Form 10-K
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1
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Note:
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The words “we,” “our,” “Peabody” or “the Company” as used in this report, refer to Peabody Energy Corporation or its applicable subsidiary or subsidiaries. Unless otherwise noted herein, disclosures in this Annual Report on Form 10-K relate only to our continuing operations.
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When used in this filing, the term "ton" refers to short or net tons, equal to 2,000 pounds (907.18 kilograms), while "tonne" refers to metric tons, equal to 2,204.62 pounds (1,000 kilograms).
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Peabody Energy Corporation
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2016 Form 10-K
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2
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Peabody Energy Corporation
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2016 Form 10-K
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3
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Segment/Mining Complex
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Location
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Mine
Type
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Mining
Method
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Coal
Type
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Primary
Transport
Method
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2016 Tons Sold
(In millions)
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Powder River Basin Mining
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North Antelope Rochelle
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Wyoming
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S
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D, DL, T/S
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T
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R
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92.9
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Caballo
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Wyoming
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S
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D, T/S
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T
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R
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11.2
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Rawhide
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Wyoming
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S
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D, T/S
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T
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R
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8.1
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Third party
(1)
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—
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—
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—
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—
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—
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0.9
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Midwestern U.S. Mining
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Bear Run
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Indiana
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S
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DL, D, T/S
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T
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Tr, R
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7.4
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Wild Boar
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Indiana
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S
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D, T/S
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T
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Tr, R, R/B, T/B
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2.7
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Somerville Central
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Indiana
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S
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DL, D, T/S
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T
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R, R/B, T/B, T/R
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2.4
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Francisco Underground
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Indiana
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U
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CM
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T
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R
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2.1
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Gateway North
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Illinois
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U
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CM
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T
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Tr, R, R/B, T/B
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1.8
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Wildcat Hills Underground
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Illinois
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U
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CM
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T
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T/B
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1.6
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Cottage Grove
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Illinois
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S
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D, T/S
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T
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T/B
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0.3
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Western U.S. Mining
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Kayenta
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Arizona
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S
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DL, T/S
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T
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R
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5.8
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El Segundo
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New Mexico
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S
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D, DL, T/S
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T
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R
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4.9
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Twentymile
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Colorado
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U
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LW
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T
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R, Tr
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2.6
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Lee Ranch
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New Mexico
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S
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T/S
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T
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R
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0.4
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Australian Metallurgical Mining
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Millennium
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Queensland
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S
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D, T/S
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M, P
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R, EV
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3.8
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Coppabella
(2)
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Queensland
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S
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DL, D, T/S
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P
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R, EV
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2.4
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Metropolitan
(3)
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New South Wales
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U
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LW
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M
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R, EV
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2.0
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Moorvale
(2)
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Queensland
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S
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D, T/S
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P
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R, EV
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1.9
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Burton*
(4)
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Queensland
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S
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DL, T/S
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M, T
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R, EV
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1.7
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North Goonyella
(5)
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Queensland
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U
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LW, LTCC
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M
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R, EV
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1.6
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Middlemount
(6)
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Queensland
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S
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D, T/S
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M, P
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R, EV
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—
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Australian Thermal Mining
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Wilpinjong
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New South Wales
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S
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D, T/S
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T
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R, EV
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14.1
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Wambo Open-Cut
(7)
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New South Wales
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S
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T/S
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T
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R, EV
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3.7
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Wambo Underground
(7)
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New South Wales
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U
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LW
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M, T
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R, EV
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3.5
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Legend:
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R
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Rail
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S
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Surface Mine
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Tr
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Truck
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U
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Underground Mine
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R/B
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Rail to Barge
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DL
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Dragline
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T/B
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Truck to Barge
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D
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Dozer/Casting
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T/R
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Truck to Rail
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T/S
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Truck and Shovel
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EV
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Export Vessel
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LW
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Longwall
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T
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Thermal/Steam
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LTCC
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Longwall Top Coal Caving
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M
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Metallurgical
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CM
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Continuous Miner
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P
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Pulverized Coal Injection
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*
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Mine operated by a contract miner
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(1)
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Third party purchased coal used to satisfy certain specific coal supply agreements.
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(2)
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We own a 73.3% undivided interest in an unincorporated joint venture that owns the Coppabella and Moorvale mines.
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(3)
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On November 3, 2016, we entered into a definitive share sale and purchase agreement (SPA) for the sale of all of our equity interest in the Metropolitan Mine to a subsidiary of South32 Limited (South32). The closing of the transaction is conditional upon receipt of approval from the Australian Competition and Consumer Commission (ACCC). On February 22, 2017, the ACCC issued a Statement of Issues relating to the transaction, noting that the ACCC is continuing to review the transaction. On February 24, 2017, pursuant to its right under the SPA, South32 extended the CP End Date (as defined in the SPA) from March 3, 2017 to April 17, 2017. On March 21, 2017, the ACCC notified us that it has extended the date on which it intends to render its decision regarding the transaction to April 27, 2017, which date extends beyond the CP End Date. As a result, we are assessing our options under the SPA.
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(4)
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Mine status changed to care and maintenance during 2016 and operations ceased.
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(5)
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A significant geological event has resulted in the cessation of the longwall top coal caving system, which will result in the mine operating conventional longwall equipment for at least the remainder of the current panel.
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(6)
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We own a 50% equity interest in Middlemount, which owns the Middlemount Mine. Because that entity is accounted for as an unconsolidated equity affiliate,
2016
tons sold from that mine, which totaled 4.5 million tons (on a 100% basis), have been excluded from the table above.
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(7)
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Represents our majority-owned mines in which there is an outside non-controlling ownership interest.
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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7
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Peabody Energy Corporation
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2016 Form 10-K
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8
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Name
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Age
(1)
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Position
(1)
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Glenn L. Kellow
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49
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President and Chief Executive Officer
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Amy B. Schwetz
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42
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Executive Vice President and Chief Financial Officer
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A. Verona Dorch
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50
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Executive Vice President, Chief Legal Officer, Government Affairs and Corporate Secretary
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Bryan A. Galli
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56
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Group Executive of Marketing and Trading
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Charles F. Meintjes
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54
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President - Australia
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Kemal Williamson
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57
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President - Americas
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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•
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whether the conditions to consummate the transactions contemplated by the Plan will be satisfied or waived;
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•
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our ability to comply with and operate under any cash management orders by the Bankruptcy Court from time to time;
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•
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the high costs of Chapter 11 proceedings and related professional costs and fees;
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our ability to attract, motivate, and retain key personnel, especially in our current constrained compensation environment;
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our ability to maintain our relationships with our suppliers, service providers, customers, employees, and other third parties;
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our ability to maintain critical contracts on reasonably acceptable terms and conditions;
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the ability of third parties to seek and obtain relief from the automatic stay to terminate contracts and other agreements with us;
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the actions and decisions of our creditors and other third parties who have interests in our Chapter 11 Cases that may be inconsistent with our plans;
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our ability to self-bond or obtain adequate surety bonds with respect to our reclamation obligations, both during the Chapter 11 Cases and upon emergence from our Chapter 11 Cases; and
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•
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the possibility that the Chapter 11 Cases will disrupt or impede our international operations, including our Australian Operations.
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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25
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•
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the demand for electricity;
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•
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the strength of the global economy;
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•
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the relative price of natural gas and other energy sources used to generate electricity;
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•
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the demand for electricity and capacity utilization of electricity generating units (whether coal or non-coal);
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•
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the demand for steel, which may lead to price fluctuations in the monthly and quarterly repricing of our metallurgical coal contracts;
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•
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the global supply and production costs of thermal and metallurgical coal;
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•
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changes in the fuel consumption and dispatch patterns of electric power generators;
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•
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weather patterns and natural disasters;
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•
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competition within our industry and the availability, quality and price of alternative fuels, including natural gas, fuel oil, nuclear, hydroelectric, wind, biomass and solar power;
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•
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the proximity, capacity and cost of transportation and terminal facilities;
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•
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coal and natural gas industry output and capacity;
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•
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governmental regulations and taxes, including those establishing air emission standards for coal-fueled power plants or mandating or subsidizing increased use of electricity from renewable energy sources;
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•
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regulatory, administrative and judicial decisions, including those affecting future mining permits and leases; and
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•
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technological developments, including those related to alternative energy sources, those intended to convert coal-to-liquids or gas and those aimed at capturing, using and storing carbon dioxide.
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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•
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fires and explosions from methane gas or coal dust;
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•
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accidental mine water discharges;
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•
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weather, flooding and natural disasters; unexpected maintenance problems;
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•
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unforeseen delays in implementation of mining technologies that are new to our operations;
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•
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key equipment failures;
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•
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variations in coal seam thickness;
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•
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variations in coal quality;
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•
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variations in the amount of rock and soil overlying the coal deposit;
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•
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variations in rock and other natural materials; and
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•
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variations in geologic conditions.
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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30
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•
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lack of availability, higher expense or unfavorable market terms of new surety bonds; and
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•
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inability to provide or fund collateral for current and future third-party surety bond issuers.
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•
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employee health and safety;
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•
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limitations on land use;
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•
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mine permitting and licensing requirements;
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•
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reclamation and restoration of mining properties after mining is completed;
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•
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the storage, treatment and disposal of wastes;
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•
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remediation of contaminated soil, sediment and groundwater;
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•
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air quality standards;
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•
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water pollution;
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•
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protection of human health, plant-life and wildlife, including endangered or threatened species and habitats;
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•
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protection of wetlands;
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•
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the discharge of materials into the environment; and
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•
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the effects of mining on surface water and groundwater quality and availability.
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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Peabody Energy Corporation
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2016 Form 10-K
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36
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•
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making it more difficult for us to pay interest and satisfy our debt obligations;
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•
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increasing the cost of borrowing under our credit facilities;
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•
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increasing our vulnerability to general adverse economic and industry conditions;
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•
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requiring the dedication of a substantial portion of our cash flow from operations to the payment of principal and interest on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, business development or other general corporate requirements;
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•
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limiting our ability to obtain additional financing to fund future working capital, capital expenditures, business development or other general corporate requirements;
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•
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making it more difficult to obtain surety bonds, letters of credit, bank guarantees or other financing, particularly during periods in which credit markets are weak;
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•
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limiting our flexibility in planning for, or reacting to, changes in our business and in the coal industry;
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•
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causing a decline in our credit ratings; and
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•
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placing us at a competitive disadvantage compared to less leveraged competitors.
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Peabody Energy Corporation
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2016 Form 10-K
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37
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•
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incur additional indebtedness;
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•
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pay dividends on or make distributions in respect of stock or make certain other restricted payments or investments;
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•
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enter into agreements that restrict distributions from certain subsidiaries;
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•
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sell or otherwise dispose of assets;
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•
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enter into transactions with affiliates;
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•
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create or incur liens;
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•
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merge, consolidate or sell all or substantially all of our assets; and
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•
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place restrictions on the ability of subsidiaries to pay dividends or make other payments to us.
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Peabody Energy Corporation
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2016 Form 10-K
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38
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Peabody Energy Corporation
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2016 Form 10-K
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39
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|
|
|
Proven and Probable
Reserves as of
December 31, 2016
(1)
|
|||||||
|
|
|
|
Owned
Tons
|
|
Leased
Tons
|
|
Total
Tons
|
|||
Mining Segment
|
|
Locations
|
|
|
|
||||||
|
|
|
|
(Tons in millions)
|
|||||||
Powder River Basin Mining
|
|
Wyoming
|
|
—
|
|
|
2,713
|
|
|
2,713
|
|
Midwestern U.S. Mining
|
|
Illinois, Indiana and Kentucky
|
|
1,425
|
|
|
297
|
|
|
1,722
|
|
Western U.S. Mining
|
|
Arizona, New Mexico and Colorado
|
|
171
|
|
|
325
|
|
|
496
|
|
Total United States
|
|
|
|
1,596
|
|
|
3,335
|
|
|
4,931
|
|
Australian Metallurgical Mining
|
|
Queensland and New South Wales
|
|
—
|
|
|
418
|
|
|
418
|
|
Australian Thermal Mining
|
|
New South Wales
|
|
—
|
|
|
294
|
|
|
294
|
|
Total Australia
|
|
|
|
—
|
|
|
712
|
|
|
712
|
|
Total Proven and Probable Coal Reserves
|
|
|
|
1,596
|
|
|
4,047
|
|
|
5,643
|
|
(1)
|
Estimated proven and probable coal reserves have been adjusted to account for estimated processing losses involved in producing a saleable coal product.
|
•
|
Proven (Measured) 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 close and the geographic character is so well defined that size, shape, depth and mineral content of reserves are well-established.
|
•
|
Probable (Indicated) Reserves
— Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) 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 (measured) reserves, is high enough to assume continuity between points of observation.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
40
|
Peabody Energy Corporation
|
2016 Form 10-K
|
41
|
Peabody Energy Corporation
|
2016 Form 10-K
|
42
|
SUMMARY OF COAL PRODUCTION AND SULFUR CONTENT OF ASSIGNED RESERVES
|
|||||||||||||||||||||||
(Tons in Millions)
|
|||||||||||||||||||||||
|
|
Production
|
|
|
|
Sulfur Content of Assigned Reserves as of December 31, 2016
(1)
|
|
|
|||||||||||||||
|
|
|
|
|
<1.2 lbs.
|
|
>1.2 to 2.5 lbs.
|
|
>2.5 lbs.
|
|
As
|
||||||||||||
|
|
|
|
|
Sulfur
|
|
Sulfur
|
|
Sulfur
|
|
Received
|
||||||||||||
|
|
Year Ended December 31,
|
|
Type of
|
|
Dioxide per
|
|
Dioxide per
|
|
Dioxide per
|
|
Btu per
|
|||||||||||
Segment/Mining Complex
|
|
2016
|
|
2015
|
|
2014
|
|
Coal
|
|
Million Btu
|
|
Million Btu
|
|
Million Btu
|
|
pound
(2)
|
|||||||
Powder River Basin Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
North Antelope Rochelle
|
|
92.9
|
|
|
109.3
|
|
|
118.0
|
|
|
T
|
|
1,920
|
|
|
—
|
|
|
—
|
|
|
8,800
|
|
Caballo
|
|
11.2
|
|
|
11.4
|
|
|
8.0
|
|
|
T
|
|
476
|
|
|
6
|
|
|
6
|
|
|
8,400
|
|
Rawhide
|
|
8.1
|
|
|
15.2
|
|
|
15.4
|
|
|
T
|
|
248
|
|
|
56
|
|
|
1
|
|
|
8,300
|
|
Total
|
|
112.2
|
|
|
135.9
|
|
|
141.4
|
|
|
|
|
2,644
|
|
|
62
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Midwestern U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Bear Run
|
|
7.3
|
|
|
7.9
|
|
|
8.4
|
|
|
T
|
|
4
|
|
|
28
|
|
|
208
|
|
|
11,000
|
|
Wild Boar
|
|
2.6
|
|
|
2.7
|
|
|
3.5
|
|
|
T
|
|
—
|
|
|
—
|
|
|
35
|
|
|
11,100
|
|
Somerville Central
|
|
2.3
|
|
|
3.0
|
|
|
3.4
|
|
|
T
|
|
—
|
|
|
—
|
|
|
15
|
|
|
11,200
|
|
Francisco Underground
|
|
2.1
|
|
|
2.9
|
|
|
3.1
|
|
|
T
|
|
—
|
|
|
—
|
|
|
28
|
|
|
11,500
|
|
Gateway North
|
|
1.8
|
|
|
1.8
|
|
|
2.5
|
|
|
T
|
|
—
|
|
|
—
|
|
|
61
|
|
|
10,800
|
|
Wildcat Hills Underground
|
|
1.5
|
|
|
1.7
|
|
|
2.0
|
|
|
T
|
|
—
|
|
|
—
|
|
|
29
|
|
|
12,100
|
|
Cottage Grove
|
|
0.2
|
|
|
1.1
|
|
|
1.9
|
|
|
T
|
|
—
|
|
|
—
|
|
|
5
|
|
|
12,200
|
|
Viking - Corning Pit (Closed in 2014)
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
T
|
|
—
|
|
|
—
|
|
|
—
|
|
|
NA
|
|
Total
|
|
17.8
|
|
|
21.1
|
|
|
24.9
|
|
|
|
|
4
|
|
|
28
|
|
|
381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Western U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Kayenta
|
|
5.4
|
|
|
6.8
|
|
|
8.1
|
|
|
T
|
|
139
|
|
|
61
|
|
|
3
|
|
|
10,600
|
|
El Segundo
|
|
4.9
|
|
|
7.5
|
|
|
8.4
|
|
|
T
|
|
14
|
|
|
34
|
|
|
34
|
|
|
9,000
|
|
Twentymile
|
|
2.0
|
|
|
3.5
|
|
|
6.7
|
|
|
T
|
|
38
|
|
|
—
|
|
|
—
|
|
|
11,200
|
|
Lee Ranch
|
|
—
|
|
|
—
|
|
|
—
|
|
|
T
|
|
14
|
|
|
66
|
|
|
9
|
|
|
9,400
|
|
Total
|
|
12.3
|
|
|
17.8
|
|
|
23.2
|
|
|
|
|
205
|
|
|
161
|
|
|
46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Australian Metallurgical Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Millennium
|
|
3.5
|
|
|
4.4
|
|
|
3.9
|
|
|
M/P
|
|
4
|
|
|
—
|
|
|
—
|
|
|
12,600
|
|
Coppabella
|
|
2.4
|
|
|
2.8
|
|
|
3.2
|
|
|
P
|
|
31
|
|
|
—
|
|
|
—
|
|
|
12,600
|
|
Moorvale
|
|
1.9
|
|
|
2.2
|
|
|
2.4
|
|
|
P
|
|
9
|
|
|
—
|
|
|
—
|
|
|
12,300
|
|
Metropolitan
(3)
|
|
1.9
|
|
|
2.1
|
|
|
2.5
|
|
|
M
|
|
26
|
|
|
—
|
|
|
—
|
|
|
12,600
|
|
Burton
|
|
1.5
|
|
|
1.3
|
|
|
1.9
|
|
|
M/T
|
|
7
|
|
|
—
|
|
|
—
|
|
|
12,700
|
|
North Goonyella
|
|
1.3
|
|
|
2.6
|
|
|
2.9
|
|
|
M
|
|
87
|
|
|
—
|
|
|
—
|
|
|
12,700
|
|
Middlemount
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
M/P
|
|
28
|
|
|
—
|
|
|
—
|
|
|
12,300
|
|
Total
|
|
12.5
|
|
|
15.4
|
|
|
16.8
|
|
|
|
|
192
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Australian Thermal Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Wilpinjong
|
|
14.0
|
|
|
12.0
|
|
|
14.4
|
|
|
T
|
|
149
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
Wambo
(5)
|
|
6.8
|
|
|
6.5
|
|
|
6.5
|
|
|
M/T
|
|
145
|
|
|
—
|
|
|
—
|
|
|
11,800
|
|
Total
|
|
20.8
|
|
|
18.5
|
|
|
20.9
|
|
|
|
|
294
|
|
|
—
|
|
|
—
|
|
|
|
|
Total Assigned
|
|
175.6
|
|
|
208.7
|
|
|
227.2
|
|
|
|
|
3,339
|
|
|
251
|
|
|
434
|
|
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
43
|
ASSIGNED RESERVES
(6)
|
||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2016
|
||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
|
|
|
Attributable Ownership
|
|
100% Project Basis
|
||||||||||||||||||||||||||
(Tons in Millions)
|
|
|
|
Proven and
|
|
|
|
|
|
|
|
|
|
Proven and
|
|
|
|
|
|
|
|
|
||||||||||
Segment/Mining Complex
|
|
Interest
|
|
Probable Reserves
|
|
Owned
|
|
Leased
|
|
Surface
|
|
Underground
|
|
Probable Reserves
|
|
Owned
|
|
Leased
|
|
Surface
|
|
Underground
|
||||||||||
Powder River Basin Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North Antelope Rochelle
|
|
100%
|
|
1,920
|
|
|
—
|
|
|
1,920
|
|
|
1,920
|
|
|
—
|
|
|
1,920
|
|
|
—
|
|
|
1,920
|
|
|
1,920
|
|
|
—
|
|
Caballo
|
|
100%
|
|
488
|
|
|
—
|
|
|
488
|
|
|
488
|
|
|
—
|
|
|
488
|
|
|
—
|
|
|
488
|
|
|
488
|
|
|
—
|
|
Rawhide
|
|
100%
|
|
305
|
|
|
—
|
|
|
305
|
|
|
305
|
|
|
—
|
|
|
305
|
|
|
—
|
|
|
305
|
|
|
305
|
|
|
—
|
|
Total
|
|
|
|
2,713
|
|
|
—
|
|
|
2,713
|
|
|
2,713
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Midwestern U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bear Run
|
|
100%
|
|
240
|
|
|
104
|
|
|
136
|
|
|
240
|
|
|
—
|
|
|
240
|
|
|
104
|
|
|
136
|
|
|
240
|
|
|
—
|
|
Wild Boar
|
|
100%
|
|
35
|
|
|
19
|
|
|
16
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|
19
|
|
|
16
|
|
|
35
|
|
|
—
|
|
Somerville Central
|
|
100%
|
|
15
|
|
|
14
|
|
|
1
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|
14
|
|
|
1
|
|
|
15
|
|
|
—
|
|
Francisco Underground
|
|
100%
|
|
28
|
|
|
5
|
|
|
23
|
|
|
—
|
|
|
28
|
|
|
28
|
|
|
5
|
|
|
23
|
|
|
—
|
|
|
28
|
|
Gateway North
|
|
100%
|
|
61
|
|
|
59
|
|
|
2
|
|
|
—
|
|
|
61
|
|
|
61
|
|
|
59
|
|
|
2
|
|
|
—
|
|
|
61
|
|
Wildcat Hills Underground
|
|
100%
|
|
29
|
|
|
11
|
|
|
18
|
|
|
—
|
|
|
29
|
|
|
29
|
|
|
11
|
|
|
18
|
|
|
—
|
|
|
29
|
|
Cottage Grove
|
|
100%
|
|
5
|
|
|
3
|
|
|
2
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
3
|
|
|
2
|
|
|
5
|
|
|
—
|
|
Total
|
|
|
|
413
|
|
|
215
|
|
|
198
|
|
|
295
|
|
|
118
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Western U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Kayenta
|
|
100%
|
|
203
|
|
|
—
|
|
|
203
|
|
|
203
|
|
|
—
|
|
|
203
|
|
|
—
|
|
|
203
|
|
|
203
|
|
|
—
|
|
El Segundo
|
|
100%
|
|
82
|
|
|
68
|
|
|
14
|
|
|
82
|
|
|
—
|
|
|
82
|
|
|
68
|
|
|
14
|
|
|
82
|
|
|
—
|
|
Twentymile
|
|
100%
|
|
38
|
|
|
10
|
|
|
28
|
|
|
—
|
|
|
38
|
|
|
38
|
|
|
10
|
|
|
28
|
|
|
—
|
|
|
38
|
|
Lee Ranch
|
|
100%
|
|
89
|
|
|
87
|
|
|
2
|
|
|
89
|
|
|
—
|
|
|
89
|
|
|
87
|
|
|
2
|
|
|
89
|
|
|
—
|
|
Total
|
|
|
|
412
|
|
|
165
|
|
|
247
|
|
|
374
|
|
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Australian Metallurgical Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Millennium
|
|
100%
|
|
4
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
Coppabella
|
|
73.3%
|
|
31
|
|
|
—
|
|
|
31
|
|
|
31
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
42
|
|
|
42
|
|
|
—
|
|
Moorvale
|
|
73.3%
|
|
9
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|
12
|
|
|
—
|
|
Metropolitan
(3)
|
|
100%
|
|
26
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
|
26
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
Burton
|
|
100%
|
|
7
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|
—
|
|
North Goonyella
|
|
100%
|
|
87
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
87
|
|
|
87
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
87
|
|
Middlemount
(4)
|
|
50.0%
|
|
28
|
|
|
—
|
|
|
28
|
|
|
28
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
56
|
|
|
56
|
|
|
—
|
|
Total
|
|
|
|
192
|
|
|
—
|
|
|
192
|
|
|
79
|
|
|
113
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Australian Thermal Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Wilpinjong
|
|
100%
|
|
149
|
|
|
—
|
|
|
149
|
|
|
149
|
|
|
—
|
|
|
149
|
|
|
—
|
|
|
149
|
|
|
149
|
|
|
—
|
|
Wambo
(5)
|
|
100%
|
|
145
|
|
|
—
|
|
|
145
|
|
|
34
|
|
|
111
|
|
|
145
|
|
|
—
|
|
|
145
|
|
|
34
|
|
|
111
|
|
Total
|
|
|
|
294
|
|
|
—
|
|
|
294
|
|
|
183
|
|
|
111
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Assigned
|
|
|
|
4,024
|
|
|
380
|
|
|
3,644
|
|
|
3,644
|
|
|
380
|
|
|
|
|
|
|
|
|
|
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
44
|
ASSIGNED AND UNASSIGNED PROVEN AND PROBABLE COAL RESERVES
(6)
|
||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2016
|
||||||||||||||||||||||||||||||
(Tons in Millions)
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Attributable Ownership
|
|
100% Project Basis
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
Proven and
|
|
|
|
|
|
|
|
|
|
Proven and
|
|
|
|
|
||||||||||
|
|
Total Tons
|
|
Probable
|
|
|
|
|
|
Total Tons
|
|
Probable
|
|
|
|
|
||||||||||||||
Coal Seam Location
|
|
Assigned
|
|
Unassigned
|
|
Reserves
|
|
Proven
|
|
Probable
|
|
Assigned
|
|
Unassigned
|
|
Reserves
|
|
Proven
|
|
Probable
|
||||||||||
Powder River Basin Mining (Wyoming)
|
|
2,713
|
|
|
—
|
|
|
2,713
|
|
|
2,587
|
|
|
126
|
|
|
2,713
|
|
|
—
|
|
|
2,713
|
|
|
2,587
|
|
|
126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Midwestern U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Illinois
|
|
95
|
|
|
1,156
|
|
|
1,251
|
|
|
554
|
|
|
697
|
|
|
95
|
|
|
1,156
|
|
|
1,251
|
|
|
554
|
|
|
697
|
|
Indiana
|
|
318
|
|
|
29
|
|
|
347
|
|
|
289
|
|
|
58
|
|
|
318
|
|
|
29
|
|
|
347
|
|
|
289
|
|
|
58
|
|
Kentucky
(7)
|
|
—
|
|
|
124
|
|
|
124
|
|
|
54
|
|
|
70
|
|
|
—
|
|
|
124
|
|
|
124
|
|
|
54
|
|
|
70
|
|
Total
|
|
413
|
|
|
1,309
|
|
|
1,722
|
|
|
897
|
|
|
825
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Western U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Arizona
|
|
203
|
|
|
—
|
|
|
203
|
|
|
203
|
|
|
—
|
|
|
203
|
|
|
—
|
|
|
203
|
|
|
203
|
|
|
—
|
|
New Mexico
|
|
171
|
|
|
—
|
|
|
171
|
|
|
171
|
|
|
—
|
|
|
171
|
|
|
—
|
|
|
171
|
|
|
171
|
|
|
—
|
|
Colorado
|
|
38
|
|
|
84
|
|
|
122
|
|
|
79
|
|
|
43
|
|
|
38
|
|
|
84
|
|
|
122
|
|
|
79
|
|
|
43
|
|
Total
|
|
412
|
|
|
84
|
|
|
496
|
|
|
453
|
|
|
43
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Australian Metallurgical Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
New South Wales
|
|
26
|
|
|
—
|
|
|
26
|
|
|
6
|
|
|
20
|
|
|
26
|
|
|
—
|
|
|
26
|
|
|
6
|
|
|
20
|
|
Queensland
|
|
166
|
|
|
226
|
|
|
392
|
|
|
223
|
|
|
169
|
|
|
208
|
|
|
289
|
|
|
497
|
|
|
277
|
|
|
220
|
|
Total
|
|
192
|
|
|
226
|
|
|
418
|
|
|
229
|
|
|
189
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Australian Thermal Mining (New South Wales)
|
|
294
|
|
|
—
|
|
|
294
|
|
|
237
|
|
|
57
|
|
|
294
|
|
|
—
|
|
|
294
|
|
|
237
|
|
|
57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Proven and Probable
|
|
4,024
|
|
|
1,619
|
|
|
5,643
|
|
|
4,403
|
|
|
1,240
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
45
|
ASSIGNED AND UNASSIGNED - RESERVE CONTROL AND MINING METHOD
|
||||||||||||||||||||||||
AS OF DECEMBER 31, 2016
|
||||||||||||||||||||||||
(Tons in Millions)
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Attributable Ownership
|
|
100% Project Basis
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Reserve Control
|
|
Mining Method
|
|
Reserve Control
|
|
Mining Method
|
||||||||||||||||
Coal Seam Location
|
|
Owned
|
|
Leased
|
|
Surface
|
|
Underground
|
|
Owned
|
|
Leased
|
|
Surface
|
|
Underground
|
||||||||
Powder River Basin Mining (Wyoming)
|
|
—
|
|
|
2,713
|
|
|
2,713
|
|
|
—
|
|
|
—
|
|
|
2,713
|
|
|
2,713
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Midwestern U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Illinois
|
|
1,217
|
|
|
34
|
|
|
9
|
|
|
1,242
|
|
|
1,217
|
|
|
34
|
|
|
9
|
|
|
1,242
|
|
Indiana
|
|
165
|
|
|
182
|
|
|
301
|
|
|
46
|
|
|
165
|
|
|
182
|
|
|
301
|
|
|
46
|
|
Kentucky
(7)
|
|
43
|
|
|
81
|
|
|
—
|
|
|
124
|
|
|
43
|
|
|
81
|
|
|
—
|
|
|
124
|
|
Total
|
|
1,425
|
|
|
297
|
|
|
310
|
|
|
1,412
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Western U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Arizona
|
|
—
|
|
|
203
|
|
|
203
|
|
|
—
|
|
|
—
|
|
|
203
|
|
|
203
|
|
|
—
|
|
New Mexico
|
|
154
|
|
|
17
|
|
|
171
|
|
|
—
|
|
|
154
|
|
|
17
|
|
|
171
|
|
|
—
|
|
Colorado
|
|
17
|
|
|
105
|
|
|
—
|
|
|
122
|
|
|
17
|
|
|
105
|
|
|
—
|
|
|
122
|
|
Total
|
|
171
|
|
|
325
|
|
|
374
|
|
|
122
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Australia Metallurgical Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New South Wales
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
Queensland
|
|
—
|
|
|
392
|
|
|
179
|
|
|
213
|
|
|
—
|
|
|
497
|
|
|
249
|
|
|
248
|
|
Total
|
|
—
|
|
|
418
|
|
|
179
|
|
|
239
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Australian Thermal Mining (New South Wales)
|
|
—
|
|
|
294
|
|
|
182
|
|
|
112
|
|
|
—
|
|
|
294
|
|
|
182
|
|
|
112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Proven and Probable
|
|
1,596
|
|
|
4,047
|
|
|
3,758
|
|
|
1,885
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
46
|
ASSIGNED AND UNASSIGNED PROVEN AND PROBABLE COAL RESERVES - SULFUR CONTENT
|
|||||||||||||||||||||||
AS OF DECEMBER 31, 2016
|
|||||||||||||||||||||||
(Tons in Millions)
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
Attributable Ownership
|
|
100% Project Basis
|
|
|
|||||||||||||||
|
|
|
|
Sulfur Content
(1)
|
|
Sulfur Content
(1)
|
|
|
|||||||||||||||
|
|
|
|
<1.2 lbs.
|
|
>1.2 to 2.5 lbs.
|
|
>2.5 lbs.
|
|
<1.2 lbs.
|
|
>1.2 to 2.5 lbs.
|
|
>2.5 lbs.
|
|
As
|
|||||||
|
|
|
|
Sulfur Dioxide
|
|
Sulfur Dioxide
|
|
Sulfur Dioxide
|
|
Sulfur Dioxide
|
|
Sulfur Dioxide
|
|
Sulfur Dioxide
|
|
Received
|
|||||||
|
|
Type of
|
|
per
|
|
per
|
|
per
|
|
per
|
|
per
|
|
per
|
|
Btu
|
|||||||
Coal Seam Location
|
|
Coal
|
|
Million Btu
|
|
Million Btu
|
|
Million Btu
|
|
Million Btu
|
|
Million Btu
|
|
Million Btu
|
|
per Pound
(2)
|
|||||||
Powder River Basin Mining (Wyoming)
|
|
T
|
|
2,644
|
|
|
62
|
|
|
7
|
|
|
2,644
|
|
|
62
|
|
|
7
|
|
|
8,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Midwestern U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Illinois
|
|
T
|
|
—
|
|
|
—
|
|
|
1,251
|
|
|
—
|
|
|
—
|
|
|
1,251
|
|
|
10,800
|
|
Indiana
|
|
T
|
|
4
|
|
|
28
|
|
|
315
|
|
|
4
|
|
|
28
|
|
|
315
|
|
|
11,000
|
|
Kentucky
(7)
|
|
T
|
|
—
|
|
|
—
|
|
|
124
|
|
|
—
|
|
|
—
|
|
|
124
|
|
|
12,000
|
|
Total
|
|
|
|
4
|
|
|
28
|
|
|
1,690
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Western U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Arizona
|
|
T
|
|
139
|
|
|
61
|
|
|
3
|
|
|
139
|
|
|
61
|
|
|
3
|
|
|
10,600
|
|
New Mexico
|
|
T
|
|
28
|
|
|
100
|
|
|
43
|
|
|
28
|
|
|
100
|
|
|
43
|
|
|
9,200
|
|
Colorado
|
|
T
|
|
122
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|
—
|
|
|
—
|
|
|
11,200
|
|
Total
|
|
|
|
289
|
|
|
161
|
|
|
46
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Australia Metallurgical Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
New South Wales
|
|
M
|
|
26
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
12,600
|
|
Queensland
|
|
M/P/T
|
|
392
|
|
|
—
|
|
|
—
|
|
|
497
|
|
|
—
|
|
|
—
|
|
|
12,400
|
|
Total
|
|
|
|
418
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Australian Thermal Mining (New South Wales)
|
|
T/M
|
|
294
|
|
|
—
|
|
|
—
|
|
|
294
|
|
|
—
|
|
|
—
|
|
|
10,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Proven and Probable
|
|
|
|
3,649
|
|
|
251
|
|
|
1,743
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
47
|
(1)
|
Compliance coal is defined by Phase II of the Clean Air Act as coal having sulfur dioxide content of 1.2 pounds or less per million Btu. Non-compliance coal is defined as coal having sulfur dioxide content in excess of this standard. Electricity generators are able to use coal that exceeds these specifications by using emissions reduction technology, using emission allowance credits or blending higher sulfur coal with lower sulfur coal.
|
(2)
|
As-received Btu per pound includes the weight of moisture in the coal on an as sold basis. The range of variability of the moisture content in coal across a given region may affect the actual shipped Btu content of current production from assigned reserves.
|
(3)
|
On November 3, 2016, Peabody Australia Mining Pty Ltd, one of the Company's Australian subsidiaries, entered into a definitive share sale and purchase agreement (SPA) for the sale of all of its equity interest in Metropolitan Collieries Pty Ltd to a subsidiary of South32 Limited (South32). The closing of the transaction is conditional upon receipt of approval from the Australian Competition and Consumer Commission (ACCC). On February 22, 2017, the ACCC issued a Statement of Issues (SOI) relating to the transaction, noting that the ACCC is continuing to review the transaction. On February 24, 2017, pursuant to its right under the SPA, South32 extended the CP End Date (as defined in the SPA) from March 3, 2017 to April 17, 2017.On March 21, 2017, the ACCC notified us that it has extended the date on which it intends to render its decision regarding the transaction to April 27, 2017, which extends beyond the CP End Date. As a result, we are assessing our options under the SPA.
|
(4)
|
Represents our 50% interest in Middlemount Coal Pty Ltd. (Middlemount), which owns the Middlemount Mine in Queensland, Australia. Because that entity is accounted for as an unconsolidated equity affiliate, 2016, 2015 and 2014 tons produced by Middlemount have been excluded from the "Summary of Coal Production and Sulfur Content of Assigned Reserves" table. Middlemount produced 4.5 million tons of coal in 2016 (on a 100% basis).
|
(5)
|
Includes the Wambo Open-Cut Mine and the Wambo Underground Mine areas.
|
(6)
|
Assigned reserves represent recoverable coal reserves that are controlled and accessible at active operations as of
December 31, 2016
. Unassigned reserves represent coal at currently non-producing locations that would require new mine development, mining equipment or plant facilities before operations could begin on the property.
|
(7)
|
All coal reserves in Kentucky are leased to third parties.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
48
|
|
Share Price
|
|
Dividends
|
||||||||
|
High
|
|
Low
|
|
Paid
|
||||||
2016
|
|
|
|
|
|
|
|
|
|||
First Quarter
|
$
|
7.87
|
|
|
$
|
2.00
|
|
|
$
|
—
|
|
Second Quarter
|
2.43
|
|
|
0.55
|
|
|
—
|
|
|||
Third Quarter
|
2.05
|
|
|
1.22
|
|
|
—
|
|
|||
Fourth Quarter
|
18.75
|
|
|
1.43
|
|
|
—
|
|
|||
2015
|
|
|
|
|
|
|
|
|
|||
First Quarter
|
$
|
123.45
|
|
|
$
|
71.40
|
|
|
$
|
0.0375
|
|
Second Quarter
|
84.00
|
|
|
28.80
|
|
|
0.0375
|
|
|||
Third Quarter
|
41.10
|
|
|
14.85
|
|
|
—
|
|
|||
Fourth Quarter
|
28.00
|
|
|
7.06
|
|
|
—
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
49
|
Period
|
|
Total Number of Shares
Purchased
(1)
|
|
Average Price per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
Maximum Dollar Value that May Yet Be Used to Repurchase Shares Under the Publicly Announced Program (In millions)
|
||||||
October 1 through October 31, 2016
|
|
321
|
|
|
$
|
1.55
|
|
|
—
|
|
|
$
|
700.4
|
|
November 1 through November 30, 2016
|
|
272
|
|
|
14.10
|
|
|
—
|
|
|
700.4
|
|
||
December 1 through December 31, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
700.4
|
|
||
Total
|
|
593
|
|
|
$
|
7.31
|
|
|
—
|
|
|
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
50
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
Results of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total revenues
|
$
|
4,715.3
|
|
|
$
|
5,609.2
|
|
|
$
|
6,792.2
|
|
|
$
|
7,013.7
|
|
|
$
|
8,077.5
|
|
Costs and expenses
|
4,992.2
|
|
|
7,074.0
|
|
|
6,927.3
|
|
|
7,338.5
|
|
|
7,905.0
|
|
|||||
Operating (loss) profit
|
(276.9
|
)
|
|
(1,464.8
|
)
|
|
(135.1
|
)
|
|
(324.8
|
)
|
|
172.5
|
|
|||||
Interest expense, net
|
322.4
|
|
|
525.5
|
|
|
412.8
|
|
|
409.5
|
|
|
381.1
|
|
|||||
Reorganization items, net
|
159.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss from continuing operations before income taxes
|
(758.3
|
)
|
|
(1,990.3
|
)
|
|
(547.9
|
)
|
|
(734.3
|
)
|
|
(208.6
|
)
|
|||||
Income tax (benefit) provision
|
(84.0
|
)
|
|
(176.4
|
)
|
|
201.2
|
|
|
(448.3
|
)
|
|
262.3
|
|
|||||
Loss from continuing operations, net of income taxes
|
(674.3
|
)
|
|
(1,813.9
|
)
|
|
(749.1
|
)
|
|
(286.0
|
)
|
|
(470.9
|
)
|
|||||
Loss from discontinued operations, net of income taxes
|
(57.6
|
)
|
|
(175.0
|
)
|
|
(28.2
|
)
|
|
(226.6
|
)
|
|
(104.2
|
)
|
|||||
Net loss
|
(731.9
|
)
|
|
(1,988.9
|
)
|
|
(777.3
|
)
|
|
(512.6
|
)
|
|
(575.1
|
)
|
|||||
Less: Net income attributable to noncontrolling interests
|
7.9
|
|
|
7.1
|
|
|
9.7
|
|
|
12.3
|
|
|
10.6
|
|
|||||
Net loss attributable to common stockholders
|
$
|
(739.8
|
)
|
|
$
|
(1,996.0
|
)
|
|
$
|
(787.0
|
)
|
|
$
|
(524.9
|
)
|
|
$
|
(585.7
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted EPS - Loss from continuing operations
|
$
|
(37.30
|
)
|
|
$
|
(100.34
|
)
|
|
$
|
(42.52
|
)
|
|
$
|
(16.80
|
)
|
|
$
|
(26.95
|
)
|
Weighted average shares used in calculating basic and diluted EPS
|
18.3
|
|
|
18.1
|
|
|
17.9
|
|
|
17.8
|
|
|
17.9
|
|
|||||
Dividends declared per share
|
$
|
—
|
|
|
$
|
0.075
|
|
|
$
|
5.100
|
|
|
$
|
5.100
|
|
|
$
|
5.100
|
|
Other Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Tons produced
|
175.6
|
|
|
208.7
|
|
|
227.2
|
|
|
218.4
|
|
|
225.4
|
|
|||||
Tons sold
|
186.8
|
|
|
228.8
|
|
|
249.8
|
|
|
251.7
|
|
|
248.5
|
|
|||||
Net cash provided by (used in) continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating activities
|
$
|
(22.9
|
)
|
|
$
|
18.9
|
|
|
$
|
441.0
|
|
|
$
|
780.1
|
|
|
$
|
1,599.8
|
|
Investing activities
|
(244.1
|
)
|
|
(290.0
|
)
|
|
(314.5
|
)
|
|
(514.2
|
)
|
|
(1,070.1
|
)
|
|||||
Financing activities
|
907.9
|
|
|
267.7
|
|
|
(168.1
|
)
|
|
(321.5
|
)
|
|
(663.3
|
)
|
|||||
Adjusted EBITDA
|
492.2
|
|
|
434.6
|
|
|
814.0
|
|
|
1,047.2
|
|
|
1,836.5
|
|
|||||
Balance Sheet Data (at period end)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
$
|
11,777.7
|
|
|
$
|
10,946.9
|
|
|
$
|
13,126.4
|
|
|
$
|
14,069.5
|
|
|
$
|
15,721.7
|
|
Total long-term debt (including capital leases)
|
7,791.4
|
|
|
6,241.2
|
|
|
5,922.1
|
|
|
5,938.5
|
|
|
6,156.6
|
|
|||||
Total stockholders’ equity
|
337.8
|
|
|
918.5
|
|
|
2,726.5
|
|
|
3,947.9
|
|
|
4,938.8
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
51
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
|
(Dollars in millions)
|
|
|
||||||||||||||
Loss from continuing operations, net of income taxes
|
$
|
(674.3
|
)
|
|
$
|
(1,813.9
|
)
|
|
$
|
(749.1
|
)
|
|
$
|
(286.0
|
)
|
|
$
|
(470.9
|
)
|
Depreciation, depletion and amortization
|
465.4
|
|
|
572.2
|
|
|
655.7
|
|
|
740.3
|
|
|
663.4
|
|
|||||
Asset retirement obligation expenses
|
41.8
|
|
|
45.5
|
|
|
81.0
|
|
|
66.5
|
|
|
67.0
|
|
|||||
Asset impairment and mine closure costs
|
247.9
|
|
|
1,277.8
|
|
|
154.4
|
|
|
528.3
|
|
|
929.0
|
|
|||||
Selling and administrative expenses related to debt restructuring
|
21.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Settlement charges related to the Patriot bankruptcy reorganization
|
—
|
|
|
—
|
|
|
—
|
|
|
30.6
|
|
|
—
|
|
|||||
Change in deferred tax asset valuation allowance related to equity affiliates
|
(7.5
|
)
|
|
(1.0
|
)
|
|
52.3
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of basis difference related to equity affiliates
|
—
|
|
|
4.9
|
|
|
5.7
|
|
|
6.3
|
|
|
4.6
|
|
|||||
Interest expense, net
|
322.4
|
|
|
525.5
|
|
|
412.8
|
|
|
409.5
|
|
|
381.1
|
|
|||||
Reorganization items, net
|
159.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income tax (benefit) provision
|
(84.0
|
)
|
|
(176.4
|
)
|
|
201.2
|
|
|
(448.3
|
)
|
|
262.3
|
|
|||||
Adjusted EBITDA
|
$
|
492.2
|
|
|
$
|
434.6
|
|
|
$
|
814.0
|
|
|
$
|
1,047.2
|
|
|
$
|
1,836.5
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
52
|
Peabody Energy Corporation
|
2016 Form 10-K
|
53
|
Peabody Energy Corporation
|
2016 Form 10-K
|
54
|
Contract Commencement Month:
|
|
HQHCC
|
|
Price (Decrease) Increase
|
|
LV PCI
|
|
Price (Decrease) Increase
|
||||||||||||||
|
2016
|
|
2015
|
|
%
|
|
2016
|
|
2015
|
|
%
|
|||||||||||
January
|
|
$
|
81
|
|
|
$
|
117
|
|
|
(31
|
)%
|
|
$
|
69
|
|
|
$
|
99
|
|
|
(30
|
)%
|
April
|
|
$
|
84
|
|
|
$
|
110
|
|
|
(24
|
)%
|
|
$
|
73
|
|
|
$
|
93
|
|
|
(22
|
)%
|
July
|
|
$
|
93
|
|
|
$
|
93
|
|
|
—
|
%
|
|
$
|
75
|
|
|
$
|
73
|
|
|
3
|
%
|
October
|
|
$
|
200
|
|
|
$
|
89
|
|
|
125
|
%
|
|
$
|
133
|
|
|
$
|
71
|
|
|
87
|
%
|
|
|
High
|
|
Low
|
|
Average
|
|
December 31, 2016
|
||||||||
High quality hard coking coal
|
|
$
|
310
|
|
|
$
|
73
|
|
|
$
|
143
|
|
|
$
|
230
|
|
Newcastle index thermal coal
|
|
$
|
115
|
|
|
$
|
49
|
|
|
$
|
66
|
|
|
$
|
88
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
55
|
|
Year Ended December 31,
|
|
(Decrease) Increase
to Tons Sold
|
||||||||
|
2016
|
|
2015
|
|
Tons
|
|
%
|
||||
|
(Tons in millions)
|
|
|
||||||||
Australian Metallurgical Mining
|
13.4
|
|
|
15.7
|
|
|
(2.3
|
)
|
|
(14.6
|
)%
|
Australian Thermal Mining
|
21.3
|
|
|
20.1
|
|
|
1.2
|
|
|
6.0
|
%
|
Powder River Basin Mining
|
113.1
|
|
|
138.8
|
|
|
(25.7
|
)
|
|
(18.5
|
)%
|
Western U.S. Mining
|
13.7
|
|
|
17.9
|
|
|
(4.2
|
)
|
|
(23.5
|
)%
|
Midwestern U.S. Mining
|
18.3
|
|
|
21.2
|
|
|
(2.9
|
)
|
|
(13.7
|
)%
|
Total tons sold from mining segments
|
179.8
|
|
|
213.7
|
|
|
(33.9
|
)
|
|
(15.9
|
)%
|
Trading and Brokerage
|
7.0
|
|
|
15.1
|
|
|
(8.1
|
)
|
|
(53.6
|
)%
|
Total tons sold
|
186.8
|
|
|
228.8
|
|
|
(42.0
|
)
|
|
(18.4
|
)%
|
Peabody Energy Corporation
|
2016 Form 10-K
|
56
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|||||||
Revenues per Ton - Mining Operations
|
|
|
|
|
|
|
|
|||||||
Australian Metallurgical
|
$
|
81.41
|
|
|
$
|
75.04
|
|
|
$
|
6.37
|
|
|
8
|
%
|
Australian Thermal
|
38.79
|
|
|
41.00
|
|
|
(2.21
|
)
|
|
(5
|
)%
|
|||
Powder River Basin
|
13.02
|
|
|
13.45
|
|
|
(0.43
|
)
|
|
(3
|
)%
|
|||
Western U.S.
|
38.30
|
|
|
38.09
|
|
|
0.21
|
|
|
1
|
%
|
|||
Midwestern U.S.
|
43.39
|
|
|
46.18
|
|
|
(2.79
|
)
|
|
(6
|
)%
|
|||
Operating Costs per Ton - Mining Operations
(1)
|
|
|
|
|
|
|
|
|||||||
Australian Metallurgical
|
$
|
82.63
|
|
|
$
|
76.20
|
|
|
$
|
6.43
|
|
|
8
|
%
|
Australian Thermal
|
28.56
|
|
|
31.36
|
|
|
(2.80
|
)
|
|
(9
|
)%
|
|||
Powder River Basin
|
9.66
|
|
|
9.97
|
|
|
(0.31
|
)
|
|
(3
|
)%
|
|||
Western U.S.
|
30.90
|
|
|
27.78
|
|
|
3.12
|
|
|
11
|
%
|
|||
Midwestern U.S.
|
31.49
|
|
|
33.49
|
|
|
(2.00
|
)
|
|
(6
|
)%
|
|||
Gross Margin per Ton - Mining Operations
(1)
|
|
|
|
|
|
|
|
|||||||
Australian Metallurgical
|
$
|
(1.22
|
)
|
|
$
|
(1.16
|
)
|
|
$
|
(0.06
|
)
|
|
(5
|
)%
|
Australian Thermal
|
10.23
|
|
|
9.64
|
|
|
0.59
|
|
|
6
|
%
|
|||
Powder River Basin
|
3.36
|
|
|
3.48
|
|
|
(0.12
|
)
|
|
(3
|
)%
|
|||
Western U.S.
|
7.40
|
|
|
10.31
|
|
|
(2.91
|
)
|
|
(28
|
)%
|
|||
Midwestern U.S.
|
11.90
|
|
|
12.69
|
|
|
(0.79
|
)
|
|
(6
|
)%
|
(1)
|
Includes revenue-based production taxes and royalties; excludes depreciation, depletion and amortization; asset retirement obligation expenses; selling and administrative expenses; restructuring and pension settlement charges; asset impairment; and certain other costs related to post-mining activities. Gross margin per ton is approximately equivalent to segment Adjusted EBITDA divided by segment tons sold.
|
|
Year Ended December 31,
|
|
(Decrease) Increase
to Revenues
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Australian Metallurgical Mining
|
$
|
1,090.4
|
|
|
$
|
1,181.9
|
|
|
$
|
(91.5
|
)
|
|
(7.7
|
)%
|
Australian Thermal Mining
|
824.9
|
|
|
823.5
|
|
|
1.4
|
|
|
0.2
|
%
|
|||
Powder River Basin Mining
|
1,473.3
|
|
|
1,865.9
|
|
|
(392.6
|
)
|
|
(21.0
|
)%
|
|||
Western U.S. Mining
|
526.0
|
|
|
682.3
|
|
|
(156.3
|
)
|
|
(22.9
|
)%
|
|||
Midwestern U.S. Mining
|
792.5
|
|
|
981.2
|
|
|
(188.7
|
)
|
|
(19.2
|
)%
|
|||
Trading and Brokerage
|
(10.9
|
)
|
|
42.8
|
|
|
(53.7
|
)
|
|
(125.5
|
)%
|
|||
Corporate and Other
|
19.1
|
|
|
31.6
|
|
|
(12.5
|
)
|
|
(39.6
|
)%
|
|||
Total revenues
|
$
|
4,715.3
|
|
|
$
|
5,609.2
|
|
|
$
|
(893.9
|
)
|
|
(15.9
|
)%
|
Peabody Energy Corporation
|
2016 Form 10-K
|
57
|
|
Year Ended December 31,
|
|
Increase (Decrease) to Income
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Loss from continuing operations before income taxes
|
$
|
(758.3
|
)
|
|
$
|
(1,990.3
|
)
|
|
$
|
1,232.0
|
|
|
61.9
|
%
|
Depreciation, depletion and amortization
|
(465.4
|
)
|
|
(572.2
|
)
|
|
106.8
|
|
|
18.7
|
%
|
|||
Asset retirement obligation expenses
|
(41.8
|
)
|
|
(45.5
|
)
|
|
3.7
|
|
|
8.1
|
%
|
|||
Selling and administrative expenses related to debt restructuring
|
(21.5
|
)
|
|
—
|
|
|
(21.5
|
)
|
|
n.m.
|
|
|||
Asset impairment
|
(247.9
|
)
|
|
(1,277.8
|
)
|
|
1,029.9
|
|
|
80.6
|
%
|
|||
Change in deferred tax asset valuation allowance related to equity affiliates
|
7.5
|
|
|
1.0
|
|
|
6.5
|
|
|
650.0
|
%
|
|||
Amortization of basis difference related to equity affiliates
|
—
|
|
|
(4.9
|
)
|
|
4.9
|
|
|
100.0
|
%
|
|||
Interest expense
|
(298.6
|
)
|
|
(465.4
|
)
|
|
166.8
|
|
|
35.8
|
%
|
|||
Loss on early debt extinguishment
|
(29.5
|
)
|
|
(67.8
|
)
|
|
38.3
|
|
|
56.5
|
%
|
|||
Interest income
|
5.7
|
|
|
7.7
|
|
|
(2.0
|
)
|
|
(26.0
|
)%
|
|||
Reorganization items, net
|
(159.0
|
)
|
|
—
|
|
|
(159.0
|
)
|
|
n.m.
|
|
|||
Adjusted EBITDA
|
$
|
492.2
|
|
|
$
|
434.6
|
|
|
$
|
57.6
|
|
|
13.3
|
%
|
Peabody Energy Corporation
|
2016 Form 10-K
|
58
|
|
Year Ended December 31,
|
|
Increase (Decrease) to
Adjusted EBITDA
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Australian Metallurgical Mining
|
$
|
(16.3
|
)
|
|
$
|
(18.2
|
)
|
|
$
|
1.9
|
|
|
10.4
|
%
|
Australian Thermal Mining
|
217.6
|
|
|
193.6
|
|
|
24.0
|
|
|
12.4
|
%
|
|||
Powder River Basin Mining
|
379.9
|
|
|
482.9
|
|
|
(103.0
|
)
|
|
(21.3
|
)%
|
|||
Western U.S. Mining
|
101.6
|
|
|
184.6
|
|
|
(83.0
|
)
|
|
(45.0
|
)%
|
|||
Midwestern U.S. Mining
|
217.3
|
|
|
269.7
|
|
|
(52.4
|
)
|
|
(19.4
|
)%
|
|||
Trading and Brokerage
|
(72.2
|
)
|
|
27.0
|
|
|
(99.2
|
)
|
|
(367.4
|
)%
|
|||
Corporate and Other
|
(335.7
|
)
|
|
(705.0
|
)
|
|
369.3
|
|
|
52.4
|
%
|
|||
Adjusted EBITDA
|
$
|
492.2
|
|
|
$
|
434.6
|
|
|
$
|
57.6
|
|
|
13.3
|
%
|
Peabody Energy Corporation
|
2016 Form 10-K
|
59
|
|
Year Ended December 31,
|
|
(Decrease) Increase
to Income
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Resource management activities
(1)
|
$
|
19.0
|
|
|
$
|
32.2
|
|
|
$
|
(13.2
|
)
|
|
(41.0
|
)%
|
Selling and administrative expenses (excluding debt restructuring)
|
(131.9
|
)
|
|
(176.4
|
)
|
|
44.5
|
|
|
25.2
|
%
|
|||
Restructuring charges
|
(15.5
|
)
|
|
(23.5
|
)
|
|
8.0
|
|
|
34.0
|
%
|
|||
Corporate hedging
|
(241.0
|
)
|
|
(436.8
|
)
|
|
195.8
|
|
|
44.8
|
%
|
|||
UMWA VEBA Settlement
|
68.1
|
|
|
—
|
|
|
68.1
|
|
|
n.m.
|
|
|||
Other items, net
(2)
|
(34.4
|
)
|
|
(100.5
|
)
|
|
66.1
|
|
|
65.8
|
%
|
|||
Corporate and Other Adjusted EBITDA
|
$
|
(335.7
|
)
|
|
$
|
(705.0
|
)
|
|
$
|
369.3
|
|
|
52.4
|
%
|
(1)
|
Includes gains (losses) on certain surplus coal reserve and surface land sales and property management costs and revenues.
|
(2)
|
Includes results from equity affiliates (before the impact of related changes in deferred tax asset valuation allowance and amortization of basis difference), costs associated with post mining activities, certain coal royalty expenses, gains (losses) on certain asset disposals, minimum charges on certain transportation-related contracts and expenses related to our other commercial activities.
|
|
|
|
Increase
|
|||||||||||
|
Year Ended December 31,
|
|
to Income
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Australian Metallurgical Mining
|
$
|
(118.7
|
)
|
|
$
|
(178.9
|
)
|
|
$
|
60.2
|
|
|
33.7
|
%
|
Australian Thermal Mining
|
(102.5
|
)
|
|
(108.0
|
)
|
|
5.5
|
|
|
5.1
|
%
|
|||
Powder River Basin Mining
|
(123.4
|
)
|
|
(138.5
|
)
|
|
15.1
|
|
|
10.9
|
%
|
|||
Western U.S. Mining
|
(45.2
|
)
|
|
(55.3
|
)
|
|
10.1
|
|
|
18.3
|
%
|
|||
Midwestern U.S. Mining
|
(56.2
|
)
|
|
(69.0
|
)
|
|
12.8
|
|
|
18.6
|
%
|
|||
Trading and Brokerage
|
(0.2
|
)
|
|
(0.6
|
)
|
|
0.4
|
|
|
66.7
|
%
|
|||
Corporate and Other
|
(19.2
|
)
|
|
(21.9
|
)
|
|
2.7
|
|
|
12.3
|
%
|
|||
Total
|
$
|
(465.4
|
)
|
|
$
|
(572.2
|
)
|
|
$
|
106.8
|
|
|
18.7
|
%
|
Peabody Energy Corporation
|
2016 Form 10-K
|
60
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Australian Metallurgical Mining
|
$
|
4.36
|
|
|
$
|
5.27
|
|
Australian Thermal Mining
|
2.53
|
|
|
2.51
|
|
||
Powder River Basin Mining
|
0.71
|
|
|
0.69
|
|
||
Western U.S. Mining
|
0.92
|
|
|
0.93
|
|
||
Midwestern U.S. Mining
|
0.53
|
|
|
0.45
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
61
|
|
Year Ended December 31,
|
|
Increase (Decrease)
to Income
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Loss from continuing operations, net of income taxes
|
$
|
(674.3
|
)
|
|
$
|
(1,813.9
|
)
|
|
$
|
1,139.6
|
|
|
62.8
|
%
|
Loss from discontinued operations, net of income taxes
|
(57.6
|
)
|
|
(175.0
|
)
|
|
117.4
|
|
|
67.1
|
%
|
|||
Net loss
|
(731.9
|
)
|
|
(1,988.9
|
)
|
|
1,257.0
|
|
|
63.2
|
%
|
|||
Net income attributable to noncontrolling interests
|
7.9
|
|
|
7.1
|
|
|
(0.8
|
)
|
|
(11.3
|
)%
|
|||
Net loss attributable to common stockholders
|
$
|
(739.8
|
)
|
|
$
|
(1,996.0
|
)
|
|
$
|
1,256.2
|
|
|
62.9
|
%
|
Peabody Energy Corporation
|
2016 Form 10-K
|
62
|
Contract Commencement Month:
|
|
HQHCC
|
|
Price Decrease
|
|
LV PCI
|
|
Price Decrease
|
||||||||||||||
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
|||||||||||||
January
|
|
$
|
117
|
|
|
$
|
143
|
|
|
(18
|
)%
|
|
$
|
99
|
|
|
$
|
116
|
|
|
(15
|
)%
|
April
|
|
$
|
110
|
|
|
$
|
120
|
|
|
(8
|
)%
|
|
$
|
93
|
|
|
$
|
100
|
|
|
(7
|
)%
|
July
|
|
$
|
93
|
|
|
$
|
120
|
|
|
(23
|
)%
|
|
$
|
73
|
|
|
$
|
100
|
|
|
(27
|
)%
|
October
|
|
$
|
89
|
|
|
$
|
119
|
|
|
(25
|
)%
|
|
$
|
71
|
|
|
$
|
99
|
|
|
(28
|
)%
|
|
|
High
|
|
Low
|
|
Average
|
|
December 31, 2015
|
||||||||
High quality hard coking coal
|
|
$
|
110
|
|
|
$
|
72
|
|
|
$
|
87
|
|
|
$
|
76
|
|
Newcastle index thermal coal
|
|
$
|
71
|
|
|
$
|
51
|
|
|
$
|
59
|
|
|
$
|
51
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
63
|
|
Year Ended December 31,
|
|
Decrease
to Tons Sold
|
||||||||
|
2015
|
|
2014
|
|
Tons
|
|
%
|
||||
|
(Tons in millions)
|
|
|
||||||||
Australian Metallurgical Mining
|
15.7
|
|
|
17.2
|
|
|
(1.5
|
)
|
|
(8.7
|
)%
|
Australian Thermal Mining
|
20.1
|
|
|
21.0
|
|
|
(0.9
|
)
|
|
(4.3
|
)%
|
Powder River Basin Mining
|
138.8
|
|
|
142.6
|
|
|
(3.8
|
)
|
|
(2.7
|
)%
|
Western U.S. Mining
|
17.9
|
|
|
23.8
|
|
|
(5.9
|
)
|
|
(24.8
|
)%
|
Midwestern U.S. Mining
|
21.2
|
|
|
25.0
|
|
|
(3.8
|
)
|
|
(15.2
|
)%
|
Total tons sold from mining segments
|
213.7
|
|
|
229.6
|
|
|
(15.9
|
)
|
|
(6.9
|
)%
|
Trading and Brokerage
|
15.1
|
|
|
20.2
|
|
|
(5.1
|
)
|
|
(25.2
|
)%
|
Total tons sold
|
228.8
|
|
|
249.8
|
|
|
(21.0
|
)
|
|
(8.4
|
)%
|
Peabody Energy Corporation
|
2016 Form 10-K
|
64
|
|
Year Ended December 31,
|
|
(Decrease) Increase
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|||||||
Revenues per Ton - Mining Operations
|
|
|
|
|
|
|
|
|||||||
Australian Metallurgical
|
$
|
75.04
|
|
|
$
|
93.81
|
|
|
$
|
(18.77
|
)
|
|
(20
|
)%
|
Australian Thermal
|
41.00
|
|
|
50.46
|
|
|
(9.46
|
)
|
|
(19
|
)%
|
|||
Powder River Basin
|
13.45
|
|
|
13.49
|
|
|
(0.04
|
)
|
|
—
|
%
|
|||
Western U.S.
|
38.09
|
|
|
37.90
|
|
|
0.19
|
|
|
1
|
%
|
|||
Midwestern U.S.
|
46.18
|
|
|
47.99
|
|
|
(1.81
|
)
|
|
(4
|
)%
|
|||
Operating Costs per Ton - Mining Operations
(1)
|
|
|
|
|
|
|
|
|
||||||
Australian Metallurgical
|
$
|
76.20
|
|
|
$
|
102.60
|
|
|
$
|
(26.40
|
)
|
|
(26
|
)%
|
Australian Thermal
|
31.36
|
|
|
37.87
|
|
|
(6.51
|
)
|
|
(17
|
)%
|
|||
Powder River Basin
|
9.97
|
|
|
9.92
|
|
|
0.05
|
|
|
1
|
%
|
|||
Western U.S.
|
27.78
|
|
|
26.69
|
|
|
1.09
|
|
|
4
|
%
|
|||
Midwestern U.S.
|
33.49
|
|
|
35.70
|
|
|
(2.21
|
)
|
|
(6
|
)%
|
|||
Gross Margin per Ton - Mining Operations
(1)
|
|
|
|
|
|
|
|
|
||||||
Australian Metallurgical
|
$
|
(1.16
|
)
|
|
$
|
(8.79
|
)
|
|
$
|
7.63
|
|
|
87
|
%
|
Australian Thermal
|
9.64
|
|
|
12.59
|
|
|
(2.95
|
)
|
|
(23
|
)%
|
|||
Powder River Basin
|
3.48
|
|
|
3.57
|
|
|
(0.09
|
)
|
|
(3
|
)%
|
|||
Western U.S.
|
10.31
|
|
|
11.21
|
|
|
(0.90
|
)
|
|
(8
|
)%
|
|||
Midwestern U.S.
|
12.69
|
|
|
12.29
|
|
|
0.40
|
|
|
3
|
%
|
(1)
|
Includes revenue-based production taxes and royalties; excludes depreciation, depletion and amortization; asset retirement obligation expenses; selling and administrative expenses; restructuring and pension settlement charges; asset impairment; and certain other costs related to post-mining activities. Gross margin per ton is approximately equivalent to segment Adjusted EBITDA divided by segment tons sold.
|
|
Year Ended December 31,
|
|
Decrease
to Revenues
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Australian Metallurgical Mining
|
$
|
1,181.9
|
|
|
$
|
1,613.8
|
|
|
$
|
(431.9
|
)
|
|
(26.8
|
)%
|
Australian Thermal Mining
|
823.5
|
|
|
1,058.0
|
|
|
(234.5
|
)
|
|
(22.2
|
)%
|
|||
Powder River Basin Mining
|
1,865.9
|
|
|
1,922.9
|
|
|
(57.0
|
)
|
|
(3.0
|
)%
|
|||
Western U.S. Mining
|
682.3
|
|
|
902.8
|
|
|
(220.5
|
)
|
|
(24.4
|
)%
|
|||
Midwestern U.S. Mining
|
981.2
|
|
|
1,198.1
|
|
|
(216.9
|
)
|
|
(18.1
|
)%
|
|||
Trading and Brokerage
|
42.8
|
|
|
58.4
|
|
|
(15.6
|
)
|
|
(26.7
|
)%
|
|||
Corporate and Other
|
31.6
|
|
|
38.2
|
|
|
(6.6
|
)
|
|
(17.3
|
)%
|
|||
Total revenues
|
$
|
5,609.2
|
|
|
$
|
6,792.2
|
|
|
$
|
(1,183.0
|
)
|
|
(17.4
|
)%
|
Peabody Energy Corporation
|
2016 Form 10-K
|
65
|
|
|
|
|
|
(Decrease) Increase
|
|||||||||
|
Year Ended December 31,
|
|
to Income
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Loss from continuing operations before income taxes
|
$
|
(1,990.3
|
)
|
|
$
|
(547.9
|
)
|
|
$
|
(1,442.4
|
)
|
|
(263.3
|
)%
|
Depreciation, depletion and amortization
|
(572.2
|
)
|
|
(655.7
|
)
|
|
83.5
|
|
|
12.7
|
%
|
|||
Asset retirement obligation expenses
|
(45.5
|
)
|
|
(81.0
|
)
|
|
35.5
|
|
|
43.8
|
%
|
|||
Asset impairment
|
(1,277.8
|
)
|
|
(154.4
|
)
|
|
(1,123.4
|
)
|
|
(727.6
|
)%
|
|||
Change in deferred tax asset valuation allowance related to equity affiliates
|
1.0
|
|
|
(52.3
|
)
|
|
53.3
|
|
|
101.9
|
%
|
|||
Amortization of basis difference related to equity affiliates
|
(4.9
|
)
|
|
(5.7
|
)
|
|
0.8
|
|
|
14.0
|
%
|
|||
Interest expense
|
(465.4
|
)
|
|
(426.6
|
)
|
|
(38.8
|
)
|
|
(9.1
|
)%
|
|||
Loss on early debt extinguishment
|
(67.8
|
)
|
|
(1.6
|
)
|
|
(66.2
|
)
|
|
(4,137.5
|
)%
|
|||
Interest income
|
7.7
|
|
|
15.4
|
|
|
(7.7
|
)
|
|
(50.0
|
)%
|
|||
Adjusted EBITDA
|
$
|
434.6
|
|
|
$
|
814.0
|
|
|
$
|
(379.4
|
)
|
|
(46.6
|
)%
|
Peabody Energy Corporation
|
2016 Form 10-K
|
66
|
|
|
|
|
|
Increase (Decrease) to
|
|||||||||
|
Year Ended December 31,
|
|
Adjusted EBITDA
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Australian Metallurgical Mining
|
$
|
(18.2
|
)
|
|
$
|
(151.1
|
)
|
|
$
|
132.9
|
|
|
88.0
|
%
|
Australian Thermal Mining
|
193.6
|
|
|
264.1
|
|
|
(70.5
|
)
|
|
(26.7
|
)%
|
|||
Powder River Basin Mining
|
482.9
|
|
|
509.0
|
|
|
(26.1
|
)
|
|
(5.1
|
)%
|
|||
Western U.S. Mining
|
184.6
|
|
|
266.9
|
|
|
(82.3
|
)
|
|
(30.8
|
)%
|
|||
Midwestern U.S. Mining
|
269.7
|
|
|
306.9
|
|
|
(37.2
|
)
|
|
(12.1
|
)%
|
|||
Trading and Brokerage
|
27.0
|
|
|
14.9
|
|
|
12.1
|
|
|
81.2
|
%
|
|||
Corporate and Other
|
(705.0
|
)
|
|
(396.7
|
)
|
|
(308.3
|
)
|
|
77.7
|
%
|
|||
Adjusted EBITDA
|
$
|
434.6
|
|
|
$
|
814.0
|
|
|
$
|
(379.4
|
)
|
|
(46.6
|
)%
|
Peabody Energy Corporation
|
2016 Form 10-K
|
67
|
|
Year Ended December 31,
|
|
Increase (Decrease)
to Income
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Resource management activities
(1)
|
$
|
32.2
|
|
|
$
|
30.9
|
|
|
$
|
1.3
|
|
|
4.2
|
%
|
Selling and administrative expenses
|
(176.4
|
)
|
|
(227.1
|
)
|
|
50.7
|
|
|
22.3
|
%
|
|||
Restructuring and pension settlement charges
|
(23.5
|
)
|
|
(26.0
|
)
|
|
2.5
|
|
|
9.6
|
%
|
|||
Corporate hedging
|
(436.8
|
)
|
|
(49.6
|
)
|
|
(387.2
|
)
|
|
(780.6
|
)%
|
|||
Other items, net
(2)
|
(100.5
|
)
|
|
(124.9
|
)
|
|
24.4
|
|
|
19.5
|
%
|
|||
Corporate and Other Adjusted EBITDA
|
$
|
(705.0
|
)
|
|
$
|
(396.7
|
)
|
|
$
|
(308.3
|
)
|
|
(77.7
|
)%
|
(1)
|
Includes gains (losses) on certain surplus coal reserve and surface land sales and property management costs and revenues.
|
(2)
|
Includes results from equity affiliates (before the impact of related changes in deferred tax asset valuation allowance and amortization of basis difference), costs associated with post mining activities, certain coal royalty expenses, gains (losses) on certain asset disposals, minimum charges on certain transportation-related contracts and expenses related to our other commercial activities.
|
|
|
|
Increase
|
|||||||||||
|
Year Ended December 31,
|
|
to Income
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Australian Metallurgical Mining
|
$
|
(178.9
|
)
|
|
$
|
(221.5
|
)
|
|
$
|
42.6
|
|
|
19.2
|
%
|
Australian Thermal Mining
|
(108.0
|
)
|
|
(118.9
|
)
|
|
10.9
|
|
|
9.2
|
%
|
|||
Powder River Basin Mining
|
(138.5
|
)
|
|
(146.4
|
)
|
|
7.9
|
|
|
5.4
|
%
|
|||
Western U.S. Mining
|
(55.3
|
)
|
|
(66.6
|
)
|
|
11.3
|
|
|
17.0
|
%
|
|||
Midwestern U.S. Mining
|
(69.0
|
)
|
|
(69.6
|
)
|
|
0.6
|
|
|
0.9
|
%
|
|||
Trading and Brokerage
|
(0.6
|
)
|
|
(1.2
|
)
|
|
0.6
|
|
|
50.0
|
%
|
|||
Corporate and Other
|
(21.9
|
)
|
|
(31.5
|
)
|
|
9.6
|
|
|
30.5
|
%
|
|||
Total
|
$
|
(572.2
|
)
|
|
$
|
(655.7
|
)
|
|
$
|
83.5
|
|
|
12.7
|
%
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Australian Metallurgical Mining
|
$
|
5.27
|
|
|
$
|
4.86
|
|
Australian Thermal Mining
|
2.51
|
|
|
3.09
|
|
||
Powder River Basin Mining
|
0.69
|
|
|
0.70
|
|
||
Western U.S. Mining
|
0.93
|
|
|
0.94
|
|
||
Midwestern U.S. Mining
|
0.45
|
|
|
0.46
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
68
|
Peabody Energy Corporation
|
2016 Form 10-K
|
69
|
|
Year Ended December 31,
|
|
(Decrease) Increase
to Income
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Loss from continuing operations, net of income taxes
|
$
|
(1,813.9
|
)
|
|
$
|
(749.1
|
)
|
|
$
|
(1,064.8
|
)
|
|
(142.1
|
)%
|
Loss from discontinued operations, net of income taxes
|
(175.0
|
)
|
|
(28.2
|
)
|
|
(146.8
|
)
|
|
(520.6
|
)%
|
|||
Net loss
|
(1,988.9
|
)
|
|
(777.3
|
)
|
|
(1,211.6
|
)
|
|
(155.9
|
)%
|
|||
Net income attributable to noncontrolling interests
|
7.1
|
|
|
9.7
|
|
|
2.6
|
|
|
26.8
|
%
|
|||
Net loss attributable to common stockholders
|
$
|
(1,996.0
|
)
|
|
$
|
(787.0
|
)
|
|
$
|
(1,209.0
|
)
|
|
(153.6
|
)%
|
Peabody Energy Corporation
|
2016 Form 10-K
|
70
|
Peabody Energy Corporation
|
2016 Form 10-K
|
71
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
2013 Revolver
|
$
|
1,558.1
|
|
|
$
|
—
|
|
2013 Term Loan Facility due September 2020
|
1,154.5
|
|
|
1,156.3
|
|
||
6.00% Senior Notes due November 2018
|
1,509.9
|
|
|
1,508.9
|
|
||
6.50% Senior Notes due September 2020
|
645.8
|
|
|
645.5
|
|
||
6.25% Senior Notes due November 2021
|
1,327.7
|
|
|
1,327.0
|
|
||
10.00% Senior Secured Second Lien Notes due March 2022
|
962.3
|
|
|
960.4
|
|
||
7.875% Senior Notes due November 2026
|
245.9
|
|
|
245.8
|
|
||
Convertible Junior Subordinated Debentures due December 2066
|
367.1
|
|
|
366.3
|
|
||
Capital lease obligations
|
19.7
|
|
|
30.3
|
|
||
Other
|
0.4
|
|
|
0.7
|
|
||
|
7,791.4
|
|
|
6,241.2
|
|
||
Less: Current portion of long-term debt
|
20.2
|
|
|
5,874.9
|
|
||
Less: Liabilities subject to compromise
|
7,771.2
|
|
|
—
|
|
||
Long-term debt
|
$
|
—
|
|
|
$
|
366.3
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
72
|
Peabody Energy Corporation
|
2016 Form 10-K
|
73
|
Peabody Energy Corporation
|
2016 Form 10-K
|
74
|
Peabody Energy Corporation
|
2016 Form 10-K
|
75
|
|
Year Ended December 31,
|
|
Increase (Decrease) to
Cash Flow
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Net cash used in operating activities
|
$
|
(52.8
|
)
|
|
$
|
(14.4
|
)
|
|
$
|
(38.4
|
)
|
|
(266.7
|
)%
|
Net cash used in investing activities
|
(244.1
|
)
|
|
(290.0
|
)
|
|
45.9
|
|
|
15.8
|
%
|
|||
Net cash provided by financing activities
|
907.9
|
|
|
267.7
|
|
|
640.2
|
|
|
239.1
|
%
|
|||
Net change in cash and cash equivalents
|
611.0
|
|
|
(36.7
|
)
|
|
647.7
|
|
|
1,764.9
|
%
|
|||
Cash and cash equivalents at beginning of period
|
261.3
|
|
|
298.0
|
|
|
(36.7
|
)
|
|
(12.3
|
)%
|
|||
Cash and cash equivalents at end of period
|
$
|
872.3
|
|
|
$
|
261.3
|
|
|
$
|
611.0
|
|
|
233.8
|
%
|
•
|
A reduction in the amount drawn on our accounts receivable securitization program ($307.0 million);
|
•
|
Funds that became restricted during the year as collateral for financial assurances associated with reclamation bonding requirements ($125.7 million); partially offset by
|
•
|
A year-over-year increase in working capital ($253.3 million); and
|
•
|
An increase associated with the reclassification from other comprehensive income for terminated hedge contracts that occurred in 2016 ($125.2 million).
|
•
|
Higher proceeds from disposals of assets ($74.0 million) primarily due to the sale of our 5.06% participation interest in the Prairie State Energy Campus, as well as our interest in undeveloped metallurgical reserve tenements in Queensland's Bowen Basin, which included the Olive Downs South, Olive Downs South Extended and Willunga tenements; and
|
•
|
Lower federal coal lease expenditures ($28.2 million); partially offset by
|
•
|
Lower net proceeds from debt and equity security investment transactions ($61.5 million) due primarily to the fourth quarter 2015 sale of debt securities and the second quarter 2015 divestment of our prior holdings of Winsway Enterprises Holdings Limited marketable equity securities.
|
•
|
Higher proceeds from long-term debt ($454.1 million), primarily due to the proceeds received from our DIP Term Loan Facility during the second quarter of 2016 ($475.0 million, net of original issue discount) and the net draws on our 2013 Revolver during the first quarter of 2016 ($947.0 million), partially offset by proceeds received from our Senior Secured Second Lien Notes ($975.7 million, net of original issue discount) during the first quarter of 2015; and
|
•
|
Lower repayments of long-term debt ($157.6 million), mainly due to the extinguishment of $650.0 million aggregate principal of our 2016 Senior Notes in the first quarter of 2015, offset by the repayment of the DIP Term Loan Facility ($500.0 million) in the fourth quarter of 2016.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
76
|
|
Payments Due By Year
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
2 - 3
Years
|
|
4 - 5
Years
|
|
More than
5 Years
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Long-term debt obligations (principal and interest)
(1)
|
$
|
9,377.6
|
|
|
$
|
490.2
|
|
|
$
|
2,363.8
|
|
|
$
|
2,343.9
|
|
|
$
|
4,179.7
|
|
Capital lease obligations (principal and interest)
|
27.3
|
|
|
7.3
|
|
|
9.4
|
|
|
1.0
|
|
|
9.6
|
|
|||||
Operating lease obligations
(2)
|
372.9
|
|
|
148.7
|
|
|
160.6
|
|
|
37.0
|
|
|
26.6
|
|
|||||
Unconditional purchase obligations
(3)
|
7.4
|
|
|
7.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Coal reserve lease and royalty obligations
|
53.8
|
|
|
6.1
|
|
|
10.9
|
|
|
10.2
|
|
|
26.6
|
|
|||||
Take-or-pay obligations
(4)
|
1,596.9
|
|
|
209.9
|
|
|
379.7
|
|
|
234.7
|
|
|
772.6
|
|
|||||
Other long-term liabilities
(5)
|
3,240.6
|
|
|
239.1
|
|
|
339.7
|
|
|
437.2
|
|
|
2,224.6
|
|
|||||
Total contractual cash obligations
|
$
|
14,676.5
|
|
|
$
|
1,108.7
|
|
|
$
|
3,264.1
|
|
|
$
|
3,064.0
|
|
|
$
|
7,239.7
|
|
(1)
|
Represents the original contractual maturities of our long-term debt obligations, although $7.8 billion of debt is classified as liabilities subject to compromise as a result of our Chapter 11 Cases. The related interest on long-term debt was calculated using rates in effect at December 31, 2016 for the remaining contractual term of the outstanding borrowings. The above table does not include indebtedness expected to be incurred in connection with the Plan.
|
(2)
|
Excludes contingent rents. Refer to Note 15. "Leases" to the accompanying consolidated financial statements for additional discussion of contingent rental agreements.
|
(3)
|
We routinely enter into purchase agreements with approved vendors for most types of operating expenses in the ordinary course of business. Our specific open purchase orders (which have not been recognized as a liability) under these purchase agreements, combined with any other open purchase orders, are not material and though they are considered enforceable and legally binding, the related terms generally allow us the option to cancel, reschedule or adjust our requirements based on our business needs prior to the delivery of goods or performance of services. Accordingly, the commitments in the table above relate to orders to suppliers for capital purchases.
|
(4)
|
Represents various short- and long-term take or pay arrangements in Australia and the U.S. associated with rail and port commitments for the delivery of coal, including amounts relating to export facilities.
|
(5)
|
Represents long-term liabilities relating to our postretirement benefit plans, work-related injuries and illnesses, defined benefit pension plans, mine reclamation and end of mine closure costs and exploration obligations. Also includes $13 million of required payments to the VEBA established in connection with Patriot's bankruptcy, as well as $75 million related to the settlement of the UMWA 1974 Pension Plan Litigation described in Note 27. "Matters Related to the Bankruptcy of Patriot Coal Corporation" to the accompanying consolidated financial statements.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
77
|
Peabody Energy Corporation
|
2016 Form 10-K
|
78
|
|
For Year Ended December 31, 2016
|
||||||
|
One-Percentage-
Point Increase
|
|
One-Percentage-
Point Decrease
|
||||
|
(Dollars in millions)
|
||||||
Health care cost trend rate:
|
|
|
|
||||
Effect on total net periodic postretirement benefit cost
|
$
|
10.6
|
|
|
$
|
(9.3
|
)
|
Effect on total postretirement benefit obligation
|
$
|
67.0
|
|
|
$
|
(61.9
|
)
|
|
For Year Ended December 31, 2016
|
||||||
|
One-Half
Percentage-
Point Increase
|
|
One-Half
Percentage-
Point Decrease
|
||||
|
(Dollars in millions)
|
||||||
Discount rate:
|
|
|
|
||||
Effect on total net periodic postretirement benefit cost
|
$
|
(2.3
|
)
|
|
$
|
2.2
|
|
Effect on total postretirement benefit obligation
|
$
|
(39.4
|
)
|
|
$
|
44.7
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
79
|
|
For Year Ended December 31, 2016
|
||||||
|
One-Half
Percentage-
Point Increase
|
|
One-Half
Percentage-
Point Decrease
|
||||
|
(Dollars in millions)
|
||||||
Discount rate:
|
|
|
|
||||
Effect on total net periodic pension cost
|
$
|
(6.9
|
)
|
|
$
|
7.4
|
|
Effect on defined benefit pension plans' funded status
|
$
|
48.0
|
|
|
$
|
(52.5
|
)
|
|
|
|
|
||||
Expected return on assets:
|
|
|
|
||||
Effect on total net periodic pension cost
|
$
|
(3.8
|
)
|
|
$
|
3.8
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
80
|
Peabody Energy Corporation
|
2016 Form 10-K
|
81
|
Peabody Energy Corporation
|
2016 Form 10-K
|
82
|
Peabody Energy Corporation
|
2016 Form 10-K
|
83
|
/s/ Glenn L. Kellow
|
|
/s/ Amy B. Schwetz
|
|
Glenn L. Kellow
President and Chief Executive Officer
|
|
Amy B. Schwetz
Executive Vice President and Chief Financial Officer
|
Peabody Energy Corporation
|
2016 Form 10-K
|
84
|
Peabody Energy Corporation
|
2016 Form 10-K
|
85
|
WILLIAM E. JAMES
Age: 71
Director Since: July 2001
|
Board Committees:
Compensation
Nominating and
Corporate Governance
|
Other Public Directorships:
None
Former Public Directorships:
Ener1, Inc.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
86
|
ROBERT B. KARN, III
Age: 75
Director Since: January 2003
|
Board Committees:
Audit
Nominating and
Corporate Governance
|
Other Public Directorships:
Natural Resource Partners L.P.
Numerous NYSE-listed closed-end, open-end mutual and exchange-traded funds under the Guggenheim Financial Family of Funds
(about 100 funds)
Investment Company Directorships: Kennedy Capital Management
Former Investment Company Directorships:
Fiduciary/Claymore
Dynamic Equity Fund
|
GLENN L. KELLOW
Age: 49
Director Since: January 2015
|
Board Committees:
Executive
|
Other Public Directorships:
None
|
Peabody Energy Corporation
|
2016 Form 10-K
|
87
|
HENRY E. LENTZ
Age: 72
Director Since: February 1998
|
Board Committees:
Executive
Health, Safety, Security and
Environmental
Nominating and Corporate
Governance (Chair)
|
Other Public Directorships:
CARBO Ceramics, Inc.
Macquarie Infrastructure Company
WPX Energy, Inc.
Former Public Directorships:
Rowan Companies, Inc.
|
WILLIAM C. RUSNACK
Age: 72
Director Since: January 2002
|
Board Committees:
Audit
Compensation (Chair)
Executive
|
Other Public Directorships:
Sempra Energy Company
Flowserve Corporation
Former Public Directorships:
Solutia Inc.
|
MICHAEL W. SUTHERLIN
Age: 70
Director Since: January 2014
|
Board Committees:
Compensation
Health, Safety, Security and
Environmental
|
Other Public Directorships:
Tesco Corporation
Schnitzer Steel Industries, Inc.
Former Public Directorships:
Joy Global Inc.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
88
|
JOHN F. TURNER
Age: 75
Director Since: July 2005
|
Board Committees:
Executive
Health, Safety, Security and
Environmental (Chair)
Nominating and Corporate
Governance
|
Other Public Directorships:
None
Former Public Directorships:
American Electric Power
Company, Inc.
Ashland, Inc.
International Paper Company
|
SANDRA A. VAN TREASE
Age: 56
Director Since: January 2003
|
Board Committees:
Audit (Chair)
Executive
Health, Safety, Security and
Environmental
|
Other Public Directorships:
Enterprise Financial Services
Corporation
|
HEATHER A. WILSON
Age: 56
Director Since: August 2013
|
Board Committees:
Audit
Nominating and Corporate
Governance
|
Other Public Directorships:
Raven Industries, Inc.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
89
|
Current Officers
|
|
Title as of December 31, 2016
|
Glenn L. Kellow
|
|
President and Chief Executive Officer
|
Amy B. Schwetz
|
|
Executive Vice President and Chief Financial Officer
|
Charles F. Meintjes
|
|
President - Australia
(1)
|
Kemal Williamson
|
|
President - Americas
|
A. Verona Dorch
|
|
Executive Vice President and Chief Legal Officer, Government Affairs and Corporate Secretary
|
Peabody Energy Corporation
|
2016 Form 10-K
|
90
|
•
|
Base salary;
|
•
|
Annual cash incentive;
|
•
|
Long-term incentives; and
|
•
|
Retirement and other benefits provided on the same basis as those provided to employees
|
Peabody Energy Corporation
|
2016 Form 10-K
|
91
|
•
|
The breadth, scope and complexity of the NEO's role;
|
•
|
Comparability with the external and internal marketplace (roles of similar responsibilities, experience and organizational impact) based on, among other things, peer information compiled by F.W. Cook;
|
•
|
Current compensation levels; and
|
•
|
Individual performance.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
92
|
Metric
|
|
% of Total Award
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Actual Results
|
|
Achievement
|
||||||
2016 ELT-STIP Adjusted EBITDAR ($ millions)
|
|
75.0
|
%
|
|
379
|
|
|
511
|
|
|
724
|
|
|
671
|
|
|
137.6
|
%
|
TRIFR
|
|
12.5
|
%
|
|
1.53
|
|
|
1.12
|
|
|
0.79
|
|
|
1.22
|
|
|
87.8
|
%
|
SAWOL MS
|
|
12.5
|
%
|
|
90
|
%
|
|
95
|
%
|
|
100
|
%
|
|
97
|
%
|
|
123.0
|
%
|
Peabody Energy Corporation
|
2016 Form 10-K
|
93
|
2016 ELT-STIP Adjusted EBITDAR
|
|
This metric is based on 2016 ELT-STIP Adjusted EBITDAR (as defined below) of our consolidated enterprise, after excluding 50% of the impact of realized pricing versus budget and 75% of the impact of Australian Dollar Foreign Exchange movements versus budget, both capped at $100 million. In 2016 these adjustments impacted 2016 ELT-STIP Adjusted EBITDAR by reducing it by $100 million related to the pricing collar offset by an increase of $85 million related to the foreign exchange collar.
2016 ELT-STIP Adjusted EBITDAR is a non-GAAP financial metric and is defined as Adjusted EBITDA (as defined in Item 6 of this Form 10-K) further adjusted to exclude the impact of certain employee compensation programs related to the Chapter 11 Cases, restructuring charges, the UMWA VEBA Settlement, and corporate hedging.
2016 ELT-STIP Adjusted EBITDAR and Adjusted EBITDA are not recognized terms under GAAP and are not, and do not purport to be an alternative to operating income or net income as determined in accordance with GAAP as a measure of profitability. Because these measures are not calculated identically by all companies, our calculation may not be comparable to similarly titled measures of other companies.
|
|
Measures the impact of cost savings programs and operational earnings across the global platform. The price and foreign exchange collars address the impact of extraordinary price and foreign exchange volatility, both positive and negative.
|
Global Total Recordable Injury Frequency Rate (TRIFR)
|
|
Global TRIFR is the number of injuries that result in medical treatment, restricted work or lost time, divided by the number of hours worked (includes employees, contractors and visitors), multiplied by 200,000 hours. The rate includes the injuries and hours associated with office workers, as well as travel-related injuries when employees are traveling for work purposes.
|
|
Safety is a value that is integrated into our business. For 2016, our quantitative safety target was set at a 10% improvement over 2015’s actual results.
|
Safety, A Way of Life (SAWOL) Management System (MS) Conformance
|
|
SAWOL MS sets the expectations relating to safety and health for the organization. SAWOL MS aligns with CORESafety
TM
(a National Mining Association framework) and is centered on three key areas of leadership and organization, risk management and assurance. Embedded in this framework is a requirement to audit conformance.
|
|
Safety is a value that is integrated into our business. For 2016, our qualitative safety target was set as “90% of global mine sites complete SAWOL MS audit” and “95% compliance with SAWOL elements and approved standards.”
|
Name
|
|
Target Opportunity as a % of Base Salary
|
|
2016 Cash Incentive Award Earned as a % of Target
|
|
2016 Cash Incentive Award Achieved ($)
|
|||
Glenn L. Kellow
|
|
110
|
%
|
|
129.5
|
%
|
|
1,435,370
|
|
Amy B. Schwetz
|
|
80
|
%
|
|
129.5
|
%
|
|
518,080
|
|
Charles F. Meintjes
|
|
80
|
%
|
|
129.5
|
%
|
|
575,587
|
|
Kemal Williamson
|
|
80
|
%
|
|
129.5
|
%
|
|
523,261
|
|
A. Verona Dorch
|
|
80
|
%
|
|
129.5
|
%
|
|
476,634
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
94
|
Peabody Energy Corporation
|
2016 Form 10-K
|
95
|
Consolidated Adjusted EBITDAR (excluding Australia)
|
|
Consolidated Adjusted EBITDAR (Excluding Australia) is a non-GAAP financial metric and is defined as Adjusted EBITDA (as defined in Item 6 of this Form 10-K) of our consolidated enterprise, except for our Australian subsidiaries, further adjusted to exclude the impact of certain employee compensation programs related to the Chapter 11 Cases, restructuring charges, the UMWA VEBA Settlement, and corporate hedging.
Consolidated Adjusted EBITDAR and Adjusted EBITDA are not recognized terms under GAAP and are not, and do not purport to be an alternative to operating income or net income as determined in accordance with GAAP as a measure of profitability. Because these measures are not calculated identically by all companies, our calculation may not be comparable to similarly titled measures of other companies.
|
|
Designed to incentivize the NEOs to maximize the value of the Debtors’ non-Australian assets.
|
Australian Adjusted EBITDAR
|
|
Australian Adjusted EBITDAR is a non-GAAP financial metric and is defined as Adjusted EBITDA (as defined in Item 6 of this Form 10-K) of our Australian subsidiaries further adjusted to exclude the impact of certain employee compensation programs related to the Chapter 11 Cases, restructuring charges, the UMWA VEBA Settlement, and corporate hedging.
Australian Adjusted EBITDAR and Adjusted EBITDA are not recognized terms under GAAP and are not, and do not purport to be an alternative to operating income or net income as determined in accordance with GAAP as a measure of profitability. Because these measures are not calculated identically by all companies, our calculation may not be comparable to similarly titled measures of other companies.
|
|
Designed to incentivize the NEOs to focus on improving the profitability of the Debtors’ Australian affiliates.
|
Consolidated Cash Flow (before Restructuring Costs)
|
|
Consolidated Cash Flow (before Restructuring Costs) is a non-GAAP financial metric and is defined as net change in cash and cash equivalents, as set forth in the Consolidated Statement of Cash Flows on page F-5 of this Form 10-K, before deducting cash used for reorganization costs, restructuring, certain employee compensation programs related to the Chapter 11 Cases, adequate protection payments, and any proceeds, repayments, fees, interest, or other charges related to the DIP Financing.
Consolidated Cash Flow (before Restructuring Costs) is not a recognized term under GAAP and is not, and does not purport to be an alternative to operating income or net income as determined in accordance with GAAP as a measure of profitability. Because Consolidated Cash Flow (before Restructuring Costs) is not calculated identically by all companies, our calculation may not be comparable to similarly titled measures of other companies.
|
|
Designed to incentivize the NEOs to focus on and increase cash flow from projections set forth in the Business Plan prepared by the Debtors in August 2016.
|
Environmental Reclamation
|
|
Environmental Reclamation is tied to land reclamation and is defined as the ratio of reclaimed or graded land to disturbed land. Reclaimed or graded land means returning the land to the final contour grading prior to soil replacement. The term disturbed land means new acres impacted for mining purposes.
|
|
Designed to incentivize the NEOs to achieve the financial metrics while honoring the Debtors’ commitment to reclaim mined land in an environmentally responsible manner and in accordance with existing laws.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
96
|
Performance Metric
|
|
|
|
Q2 2016
|
|
Q3 2016
|
|
Q4 2016
|
|
Q1 2017
|
|
Q2 2017
|
|
Q3 2017
|
|
Q4 2017
|
||||||||||||||
Consolidated Adjusted EBITDAR (Excluding Australia) (in millions)
|
|
Threshold
|
|
$
|
138
|
|
|
$
|
234
|
|
|
$
|
325
|
|
|
$
|
414
|
|
|
$
|
504
|
|
|
$
|
605
|
|
|
$
|
700
|
|
|
Target
|
|
$
|
172
|
|
|
$
|
292
|
|
|
$
|
406
|
|
|
$
|
517
|
|
|
$
|
627
|
|
|
$
|
755
|
|
|
$
|
875
|
|
|
|
Maximum
|
|
$
|
206
|
|
|
$
|
350
|
|
|
$
|
487
|
|
|
$
|
620
|
|
|
$
|
752
|
|
|
$
|
907
|
|
|
$
|
1,050
|
|
|
Australia Adjusted EBITDAR (in millions)
|
|
Threshold
|
|
$
|
(64
|
)
|
|
$
|
(124
|
)
|
|
$
|
(132
|
)
|
|
$
|
(179
|
)
|
|
$
|
(209
|
)
|
|
$
|
(236
|
)
|
|
$
|
(268
|
)
|
|
Target
|
|
$
|
(24
|
)
|
|
$
|
(73
|
)
|
|
$
|
(20
|
)
|
|
$
|
(47
|
)
|
|
$
|
(38
|
)
|
|
$
|
(18
|
)
|
|
$
|
(10
|
)
|
|
|
Maximum
|
|
$
|
16
|
|
|
$
|
(22
|
)
|
|
$
|
92
|
|
|
$
|
85
|
|
|
$
|
133
|
|
|
$
|
200
|
|
|
$
|
248
|
|
|
Consolidated Cash Flow (Before Restructuring Costs) (in millions)
|
|
Threshold
|
|
$
|
314
|
|
|
$
|
291
|
|
|
$
|
262
|
|
|
$
|
323
|
|
|
$
|
373
|
|
|
$
|
429
|
|
|
$
|
490
|
|
|
Target
|
|
$
|
627
|
|
|
$
|
581
|
|
|
$
|
524
|
|
|
$
|
646
|
|
|
$
|
745
|
|
|
$
|
857
|
|
|
$
|
979
|
|
|
|
Maximum
|
|
$
|
941
|
|
|
$
|
872
|
|
|
$
|
786
|
|
|
$
|
969
|
|
|
$
|
1,118
|
|
|
$
|
1,286
|
|
|
$
|
1,469
|
|
|
Environmental Reclamation
|
|
Threshold
|
|
1 to 1 (25% of target):
Grading the same amount of land as that which is disturbed
|
||||||||||||||||||||||||||
|
Target
|
|
1.1 to 1 (100% of target):
Grading the same amount of land as that which is disturbed
|
|||||||||||||||||||||||||||
|
Maximum
|
|
1.3 to 1 (150% of target):
Grading the same amount of land as that which is disturbed
|
Metric
|
|
% of Total Award
|
|
Threshold
|
|
Target
|
|
Maximum
|
||||
Consolidated Adjusted EBITDAR (Excluding Australia)
|
|
30.0
|
%
|
|
33.0
|
%
|
|
100.0
|
%
|
|
150.0
|
%
|
Australian Adjusted EBITDAR
|
|
10.0
|
%
|
|
50.0
|
%
|
|
100.0
|
%
|
|
150.0
|
%
|
Consolidated Cash Flow (Before Restructuring Costs)
|
|
40.0
|
%
|
|
50.0
|
%
|
|
100.0
|
%
|
|
150.0
|
%
|
Environmental Reclamation
|
|
20.0
|
%
|
|
25.0
|
%
|
|
100.0
|
%
|
|
150.0
|
%
|
Peabody Energy Corporation
|
2016 Form 10-K
|
97
|
Perquisite
|
|
Description and Business Rationale
|
Aircraft Usage
|
|
The Board does not require our executives to travel on our corporate aircraft for business or personal travel. Further, generally only business travel is allowed on our corporate aircraft. We do not provide tax gross-ups for imputed income due to personal aircraft use.
|
|
|
From time to time, spouses accompany our executives on business travel. Reimbursement is provided for taxes incurred only when a spouse travels for business purposes.
|
Security
|
|
We provide personal security to NEOs when circumstances warrant. A car and driver are also provided only when necessary for security reasons.
|
Other
|
|
We may provide tax gross ups to NEOs related to expatriate assignments to keep them tax neutral. We also provide relocation and temporary housing as discussed in the All Other Compensation table.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
98
|
•
|
As an input in developing base salary ranges, annual incentive targets and long-term equity award ranges;
|
•
|
To evaluate share utilization by reviewing overhang levels and annual run rate;
|
•
|
To evaluate the form and mix of equity awarded to NEOs;
|
•
|
To evaluate share ownership guidelines;
|
•
|
To assess the competitiveness of total direct compensation awarded to NEOs;
|
•
|
To validate whether our executive compensation program is aligned with our performance; and
|
•
|
As an input in designing compensation plans, benefits and perquisite programs.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
99
|
Company
|
|
Revenue
(1)
|
|
Total Assets
(2)
|
||
|
|
(Dollars in millions)
|
||||
Air Products & Chemicals, Inc.
|
|
9,524
|
|
|
18,055
|
|
AK Steel Corporation
|
|
5,883
|
|
|
4,036
|
|
Allegheny Technologies, Inc.
|
|
3,135
|
|
|
5,170
|
|
Alpha Natural Resources, Inc.
|
|
N/A
|
|
|
N/A
|
|
Arch Coal, Inc.
|
|
1,927
|
|
|
2,137
|
|
Barrick Gold Corporation
|
|
8,558
|
|
|
25,264
|
|
Cliffs Natural Resources, Inc.
|
|
2,109
|
|
|
1,924
|
|
CONSOL Energy, Inc.
|
|
1,971
|
|
|
9,184
|
|
Domtar Corporation
|
|
5,098
|
|
|
5,680
|
|
Eastman Chemical Company
|
|
9,008
|
|
|
15,457
|
|
Ecolab, Inc.
|
|
13,153
|
|
|
18,330
|
|
Freeport-McMoRan Copper & Gold Inc.
|
|
14,830
|
|
|
37,317
|
|
Joy Global, Inc.
|
|
2,371
|
|
|
3,426
|
|
Kinross Gold Corporation
|
|
3,472
|
|
|
7,979
|
|
Newmont Mining Corporation
|
|
6,711
|
|
|
21,031
|
|
Praxair, Inc.
|
|
10,534
|
|
|
19,332
|
|
Rockwell Automation, Inc.
|
|
5,880
|
|
|
7,101
|
|
SPX Corporation
|
|
1,472
|
|
|
1,913
|
|
Teck Resources, Inc.
|
|
6,924
|
|
|
26,525
|
|
75th Percentile
|
|
8,896
|
|
|
19,082
|
|
Median
|
|
5,881
|
|
|
8,582
|
|
25th Percentile
|
|
2,562
|
|
|
4,320
|
|
Peabody Energy Corporation
|
|
4,715
|
|
|
11,778
|
|
Peabody Energy Corporation Percentile Rank
|
|
40
|
%
|
|
55
|
%
|
Role
|
|
Value of Common Stock to be Owned
|
CEO
|
|
5 times base salary
|
Other NEOs
|
|
3 times base salary
|
Peabody Energy Corporation
|
2016 Form 10-K
|
100
|
•
|
Stock owned directly (including stock or stock units held in any defined contribution plan or employee stock purchase plan);
|
•
|
Stock held by immediate family members residing in the same household or through trusts for the benefit of the person or his or her immediate family members residing in the same household; and
|
•
|
Unvested restricted stock or RSUs (provided that vesting is based solely on the passage of time and/or continued service with Peabody).
|
Peabody Energy Corporation
|
2016 Form 10-K
|
101
|
|
|
Employment Agreement Provisions
|
|
Severance Plan Provisions
|
Position
|
|
President and CEO through September 2016
|
|
NEOS other than the President and CEO
|
Most recent employment agreement commencement date
|
|
September 16, 2013
|
|
Not applicable
|
Term of contract
|
|
Three-year employment agreement
|
|
▪
Plan may be modified, amended or terminated at any time by the Board without notice to plan participants with certain exceptions
▪
For a period of two years following a Change in Control, the Severance Plan may not be discontinued, terminated or amended in such a manner that decreases the Severance Payment payable to any Participant or that makes any provision less favorable for any Participant without the consent of the Participant
▪
Plan may not be modified, amended or terminated in a manner adverse to Participants as of the date of the modification, amendment or termination without one year’s advance written notice of such modification, amendment or termination
▪
Either Peabody or the executive may terminate employment at any time for any reason (other than for cause) by delivery of notice 90 days in advance of the termination date
|
Severance Benefits
|
|
▪
Upon termination other than for cause or upon resignation for good reason, severance is equal to a 2x multiple times (or in the event termination occurs within two years after a Change in Control, the severance multiplier changes to 2.5x):
◦
Base salary
◦
Average annual cash incentive award paid for the three years preceding the year of termination
◦
6% of base salary (to compensate for company contributions he or she otherwise would have earned under our 401(k) plan)
▪
Upon termination other than for cause or resignation for good reason, executive is also entitled to medical and other benefits for 18 months
▪
1/4 of severance benefit total paid in lump sum on the earlier of executive’s death or first day after six-month anniversary of termination (or, in the event termination occurs within two years after a Change in Control, 1/5 of such severance benefit)
▪
Remaining 3/4 of severance benefits paid in 18 equal monthly payments beginning on the first day of the month next following the initial lump sum payment (or, in the event termination occurs within two years after a Change in Control, 4/5 of such severance benefit)
▪
We are not obligated to provide any benefits under tax qualified plans that are not permitted by plan terms or applicable laws
|
|
▪
Upon termination other than for cause or upon resignation for good reason, severance is equal to a 2x multiple times (or in the event termination occurs within two years after a Change in Control for the CEO, the severance multiplier changes to 2.5x):
◦
Base salary
◦
Average annual cash incentive award paid for the three years preceding the year of termination
◦
6% of base salary (to compensate for company contributions he or she otherwise would have earned under our 401(k) plan)
▪
Upon termination other than for cause or upon resignation for good reason, executive is also entitled to medical and other benefits for 18 months
▪
We are not obligated to provide any benefits under tax qualified plans that are not permitted by plan terms or applicable laws
|
Peabody Energy Corporation
|
2016 Form 10-K
|
102
|
|
|
Employment Agreement Provisions
|
|
Severance Plan Provisions
|
Restrictive Covenants (post-termination)
|
|
▪
Confidentiality (perpetual)
▪
Non-compete (1 year)
▪
Non-solicitation (1 year)
▪
Breach will result in forfeiture of any unpaid amounts or benefits; executive will repay any portion of the severance payment previously paid to him or her
|
|
▪
Confidentiality (perpetual)
▪
Non-compete (1 year)
▪
Non-solicitation (1 year)
▪
Breach will result in forfeiture of any unpaid amounts or benefits; executive will repay any portion of the severance payment previously paid to him or her
|
Tax Gross-Ups
|
|
Mr. Kellow is not entitled to any tax gross-up payment if excise tax is incurred.
|
|
None
|
•
|
Stockholders wanted greater transparency around program structure and the linkage between pay and performance;
|
•
|
Stockholders requested more information about the drivers behind compensation decisions, and requested expanded explanation on selected incentive metrics;
|
•
|
Stockholders provided feedback regarding our CEO succession process and other aspects of our corporate governance, specifically the separation of the Chairman and CEO roles; and
|
•
|
Stockholders suggested that we review our Compensation Peer Group.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
103
|
▪
|
Limits share utilization and reduces burn rate under our 2015 LTIP;
|
▪
|
Focuses on share conservation; and
|
▪
|
Adds a retentive element to our compensation program.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
104
|
Metric
|
|
% of Total Award
|
|
Threshold
|
|
Target
|
|
Maximum
|
||||
Pre-Petition Price-collar Adjusted EBITDA ($ millions)
|
|
50.0
|
%
|
|
249
|
|
|
311
|
|
|
373
|
|
TRIFR
|
|
12.5
|
%
|
|
1.53
|
|
|
1.12
|
|
|
0.79
|
|
SAWOL MS
|
|
12.5
|
%
|
|
90
|
%
|
|
95
|
%
|
|
100
|
%
|
Individual Goals
|
|
25.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
105
|
Pre-Petition Price-collar Adjusted EBITDA
|
|
This metric is based on Pre-Petition Adjusted EBITDA for the 2016 annual cash incentive (as defined below), after excluding 50% of the impact of realized pricing versus budget, with a maximum collar limit of $100 million for actual relative to target level performance.
Pre-Petition Adjusted EBITDA for the 2016 annual cash incentive is equal to income or loss from continuing operations before deducting net interest expense (including gains and losses on early debt extinguishment or modification); income taxes; asset retirement obligation expenses; depreciation, depletion and amortization; asset impairment and mine closure costs; charges for the settlement of claims and litigation related to previously divested operations and changes in deferred tax asset valuation allowance and amortization of basis difference related to equity affiliates.
|
|
Management uses this metric to measure our performance, the impact of cost savings programs and operational earnings across the global platform. The price collar addresses the impact of extraordinary price volatility, both positive and negative.
|
Global Total Recordable Injury Frequency Rate (TRIFR)
|
|
Global TRIFR is the number of injuries that result in medical treatment, restricted work or lost time, divided by the number of hours worked (includes employees, contractors and visitors), multiplied by 200,000 hours. The rate includes the injuries and hours associated with office workers, as well as travel-related injuries when employees are travelling for work purposes.
|
|
Safety is a value that is integrated into our business. For 2016, our quantitative safety target was set at a 10% improvement over 2015’s actual results.
|
Safety, A Way of Life (SAWOL) Management System (MS) Conformance
|
|
SAWOL MS sets the expectations relating to safety and health for the organization. SAWOL MS aligns with CORESafety™ (a National Mining Association framework) and is centered on three key areas of leadership and organization, risk management and assurance. Embedded in this framework is a requirement to audit conformance.
|
|
Safety is a value that is integrated into our business. For 2016, our qualitative safety target was set as “no major non-conformances at year-end.”
|
Peabody Energy Corporation
|
2016 Form 10-K
|
106
|
Peabody Energy Corporation
|
2016 Form 10-K
|
107
|
Peabody Energy Corporation
|
2016 Form 10-K
|
108
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Stock Awards ($)
(1)
|
|
Option Awards ($)
(1)
|
|
Non-Equity Incentive Plan Compensation ($)
(2)
|
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)
(3)
|
|
All Other Compensation ($)
(4)
|
|
Total ($)
|
||||||||
Glenn L. Kellow (5)
President and Chief Executive Officer
|
|
2016
|
|
997,896
|
|
|
—
|
|
|
1,085,000
|
|
|
—
|
|
|
1,435,370
|
|
|
—
|
|
|
17,610
|
|
|
3,535,876
|
|
|
2015
|
|
874,167
|
|
(6)
|
—
|
|
|
2,573,358
|
|
|
749,747
|
|
|
519,730
|
|
(7)
|
—
|
|
|
94,220
|
|
|
4,811,222
|
|
|
|
2014
|
|
800,000
|
|
|
—
|
|
|
1,771,919
|
|
|
1,499,933
|
|
|
955,365
|
|
|
—
|
|
|
552,299
|
|
|
5,579,516
|
|
|
Amy B. Schwetz
Executive Vice President and Chief Financial Officer
|
|
2016
|
|
479,583
|
|
|
—
|
|
|
227,331
|
|
|
—
|
|
|
518,080
|
|
|
—
|
|
|
34,887
|
|
|
1,259,881
|
|
|
2015
|
|
341,837
|
|
(8)
|
—
|
|
|
180,071
|
|
|
—
|
|
|
174,108
|
|
(7)
|
—
|
|
|
188,912
|
|
|
884,928
|
|
|
Charles F. Meintjes
President - Australia
(9)
|
|
2016
|
|
554,583
|
|
|
—
|
|
|
284,169
|
|
|
—
|
|
|
575,587
|
|
|
—
|
|
|
72,869
|
|
|
1,487,208
|
|
|
2015
|
|
550,000
|
|
|
—
|
|
|
1,218,471
|
|
|
—
|
|
|
243,638
|
|
(7)
|
—
|
|
|
188,912
|
|
|
2,201,021
|
|
|
|
2014
|
|
550,000
|
|
|
|
|
1,497,585
|
|
|
—
|
|
|
537,368
|
|
|
—
|
|
|
352,644
|
|
|
2,937,597
|
|
||
Kemal Williamson
President - Americas
|
|
2016
|
|
504,167
|
|
|
—
|
|
|
258,331
|
|
|
—
|
|
|
523,261
|
|
|
980
|
|
|
50,938
|
|
|
1,337,677
|
|
|
2015
|
|
500,000
|
|
|
—
|
|
|
857,800
|
|
|
249,916
|
|
|
205,489
|
|
(7)
|
—
|
|
|
51,960
|
|
|
1,865,165
|
|
|
|
2014
|
|
500,000
|
|
|
|
|
738,299
|
|
|
624,970
|
|
|
462,683
|
|
|
1,434
|
|
|
76,438
|
|
|
2,403,824
|
|
||
A. Verona Dorch
Executive Vice President and Chief Legal Officer, Government Affairs and Corporate Securities
|
|
2016
|
|
456,667
|
|
|
—
|
|
|
227,331
|
|
|
—
|
|
|
476,634
|
|
|
—
|
|
|
136,063
|
|
|
1,296,695
|
|
(1)
|
Amounts in the Stock Awards and Option Awards columns reported for 2016 represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“FASB ASC Topic 718”). A discussion of the relevant fair value assumptions is set forth in Note 20 to our consolidated financial statements included in this Form 10-K. For 2016 PRSU award opportunities included in the Stock Awards column, the maximum potential payout was equal to the grant date fair value of the awards. As discussed above, as a result of our Chapter 11 Filing, we are unable to continue the long-term incentive programs for the NEOs that were in place prior to the filing of such petitions without Bankruptcy Court approval. In addition, under the Plan of Reorganization confirmed by the Bankruptcy Court, all of our equity securities will be canceled, including our common stock and any outstanding equity awards in respect of such equity securities, such as the PRSUs. Accordingly, the NEOs are not expected to realize any value in respect of the 2016 PRSUs.
|
(2)
|
Amounts in this column reported for 2016 represent awards earned under the 2016 ELT-STIP based on actual performance. The material terms of the 2016 ELT-STIP awards are described under the heading “2016 Annual Cash Incentives” above.
|
(3)
|
Amounts in this column reported for 2016 reflect only changes in the actuarial present value of Mr. Williamson’s accumulated benefit under the Peabody Investments Corp. (or PIC) Retirement Plan. See below for more discussion about this plan.
|
(4)
|
Amounts included in this column are described in the All Other Compensation table below.
|
(5)
|
Mr. Kellow served as our President and Chief Operating Officer prior to being named President and Chief Executive Officer effective May 1, 2015. The 2015 salary amounts for Mr. Kellow represents a blend of (1) amounts paid prior to his promotion to President and CEO for the applicable time period, and (2) amounts paid following his promotion.
|
(6)
|
During the period beginning on May 1, 2015 and ending on December 31, 2015, Mr. Kellow requested a voluntary 10% reduction to his annual base salary in response to market conditions and to align with our cash conservation initiatives.
|
(7)
|
Award payouts earned based on actual performance under the 2015 annual cash incentive plan were reduced by 50%.
|
(8)
|
The 2015 salary amounts for Ms. Schwetz represents a blend of (1) amounts paid prior to her promotion to Executive Vice President and Chief Financial Officer for the applicable time period, and (2) amounts paid following her promotion.
|
(9)
|
On March 15, 2017, we announced that Mr. Meintjes will assume the role of Executive Vice President - Corporate Services and Chief Commercial Officer effective following our emergence from our Chapter 11 Cases and George J. Schuller, the current Chief Operations Officer in Australia, will fill the role of President - Australia.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
109
|
Name
|
|
Group Term Life Insurance ($)
|
|
Registrant Contributions for Defined Contribution Plans ($)
(1)
|
|
Tax Gross-Ups ($)
(2)
|
|
Perquisites ($)
(3)
|
|
Total ($)
|
|||||
Glenn L. Kellow
|
|
1,710
|
|
|
15,900
|
|
|
—
|
|
|
—
|
|
|
17,610
|
|
Amy B. Schwetz
|
|
804
|
|
|
15,900
|
|
|
18,183
|
|
|
—
|
|
|
34,887
|
|
Charles F. Meintjes
|
|
2,160
|
|
|
23,850
|
|
|
46,859
|
|
|
—
|
|
|
72,869
|
|
Kemal Williamson
|
|
3,646
|
|
|
46,793
|
|
|
499
|
|
|
—
|
|
|
50,938
|
|
A. Verona Dorch
|
|
1,143
|
|
|
15,900
|
|
|
24,896
|
|
|
94,124
|
|
|
136,063
|
|
(1)
|
Represents employee and employer contributions to the Company’s qualified 401(k) plan. There were no employee or employer contributions to the Company’s Excess Retirement Plan.
|
(2)
|
For Ms. Schwetz, represents tax gross-ups consisting of $17,301 related to her expatriate assignment in Australia and $882 tax gross-up for tax return preparation costs. For Mr. Meintjes, represents tax gross-up related to his expatriate assignment in Australia. For Mr. Williamson, represents tax gross-ups related to tax return preparation costs. For Ms. Dorch, represents tax gross-ups related to her temporary housing expenses.
|
(3)
|
For Ms. Dorch, includes $45,000 for travel expenses incurred for travel between her principal residence to the Company’s headquarters in St. Louis, Missouri, $47,580 for temporary housing and $1,544 for use of our corporate aircraft. In the course of business travel, Ms. Dorch occasionally embarked or disembarked the corporate aircraft at an airport (commiserate with her principal residence) along the route between the origin and destination of the business travel. The aggregate incremental cost of use of our corporate aircraft was determined on a per flight basis, including, as applicable, the cost of fuel, landing fees, in-flight meals, sales tax, crew expenses, the hourly cost of aircraft maintenance for the applicable number of flight hours, and other variable costs specifically incurred.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
110
|
|
|
|
|
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
(4)
|
|
Grant Date Fair Value of Stock and Option Awards ($)
(5)
|
|||||||||||||||||
|
|
Grant Date
|
|
Approval Date
|
|
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
|
Threshold (#)
|
|
Target (#)
|
|
Maximum (#)
|
|
||||||||||
Glenn L. Kellow
|
|
—
|
|
|
—
|
|
|
69,264
|
|
(1)
|
1,108,223
|
|
(1)
|
2,216,445
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
55,411
|
|
(2)
|
1,108,223
|
|
(2)
|
1,662,334
|
|
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
88,154
|
|
(3)
|
1,763,081
|
|
(3)
|
2,644,622
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1/4/2016
|
|
12/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140,000
|
|
|
—
|
|
|
1,085,000
|
|
||
Amy B. Schwetz
|
|
—
|
|
|
—
|
|
|
25,000
|
|
(1)
|
400,000
|
|
(1)
|
800,000
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
20,000
|
|
(2)
|
400,000
|
|
(2)
|
600,000
|
|
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
37,500
|
|
(3)
|
750,000
|
|
(3)
|
1,125,000
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1/4/2016
|
|
12/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,333
|
|
|
—
|
|
|
227,331
|
|
||
Charles F. Meintjes
|
|
—
|
|
|
—
|
|
|
27,775
|
|
(1)
|
444,400
|
|
(1)
|
888,800
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
22,220
|
|
(2)
|
444,400
|
|
(2)
|
666,600
|
|
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
34,719
|
|
(3)
|
694,375
|
|
(3)
|
1,041,563
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1/4/2016
|
|
12/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,667
|
|
|
—
|
|
|
284,169
|
|
||
Kemal Williamson
|
|
—
|
|
|
—
|
|
|
25,250
|
|
(1)
|
404,000
|
|
(1)
|
808,000
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
20,200
|
|
(2)
|
404,000
|
|
(2)
|
606,000
|
|
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
31,562
|
|
(3)
|
631,250
|
|
(3)
|
946,875
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1/4/2016
|
|
12/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,333
|
|
|
—
|
|
|
258,331
|
|
||
A. Verona Dorch
|
|
—
|
|
|
—
|
|
|
23,000
|
|
(1)
|
368,000
|
|
(1)
|
736,000
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
18,400
|
|
(2)
|
368,000
|
|
(2)
|
552,000
|
|
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
28,750
|
|
(3)
|
575,000
|
|
(3)
|
862,500
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1/4/2016
|
|
12/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,333
|
|
|
—
|
|
|
227,331
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
111
|
(1)
|
Represents the estimated payouts under the 2016 annual cash incentive program award opportunities prior to the Petition Date. The target award represented 100% of the maximum award value payable upon the achievement of the performance measures (Pre-Petition Price-collar Adjusted EBITDA, Safety and individual goals) described above under the subheading “2016 Performance Measures under the Annual Cash Incentive Plan Prior to our Chapter 11 Filing” at 100% of the specified performance measures. The maximum award represents 200% of the target award value and the threshold award represents 6.3% of the target award value, assuming that only the lowest weighted metric met the threshold. As a result of our Chapter 11 Filing and the modification to the annual cash incentive program, as discussed above, the Committee did not evaluate performance under the 2016 annual cash incentive program and the NEOs did not receive any payments under the 2016 annual cash incentive program.
|
(2)
|
Represents the payouts under the 2016 ELT-STIP. The target award represents the maximum award payable upon achievement of the performance measures (2016 ELT-STIP Adjusted EBITDAR, TRIFR and SAWOL MS) described above under the subheading “2016 Performance Measures under the 2016 ELT-STIP” at 100% of the specified performance measures. The maximum award represents 150% of the target award value and the threshold award represents 5% of the target award value, assuming that only the lowest weighted metric met the threshold. Actual payouts under the 2016 ELT-STIP are included in the Summary Compensation Table.
|
(3)
|
Represents the payouts under the KEIP. The target award represents the maximum award payable upon achievement of the performance measures (Consolidated Adjusted EBITDAR (Excluding Australia), Australia Adjusted EBITDAR, Consolidated Cash Flow (Before Restructuring Costs)), and Environmental Reclamation) at 100% of the specified performance measures. The maximum award represents 150% of the target award value and the threshold award represents 5% of the target award value, assuming that only the lowest weighted metric met the threshold. As noted above, because the Plan Effective Date did not occur in 2016, none of the NEOs earned any amounts under the KEIP in 2016. The determination of any amounts to be earned under the KEIP will be made following the Plan Effective Date.
|
(4)
|
Represents the number of shares of our common stock underlying PRSU award opportunities granted in 2016. The PRSUs were designed to vest over a three-year performance period ending on December 31, 2018 at a rate of one-third per year based on performance during that applicable year. Payout was designed to be subject to the compliance with the Credit Agreement, which, as disclosed above, for 2016 we did not achieve. The material terms of these awards, including payout formulas, are described under the subheading “PRSUs”. As discussed above, as a result of our Chapter 11 Filing, we are unable to continue the long-term incentive programs for the NEOs that were in place prior to the filing of such petitions without Bankruptcy Court approval. In addition, under the Plan confirmed by the Bankruptcy Court, all of our equity securities will be canceled, including our common stock and any outstanding equity awards in respect of such equity securities, such as the PRSUs.
|
(5)
|
Represents the grant date fair value of stock awards determined in accordance with FASB ASC Topic 718. A discussion of the relevant fair value assumptions is set forth in Note 20 to our consolidated financial statements included in this Form 10-K. As discussed above, as a result of our Chapter 11 Filing, we are unable to continue the long-term incentive programs for the NEOs that were in place prior to the filing of such petitions without Bankruptcy Court approval. In addition, under the Plan confirmed by the Bankruptcy Court, all of our equity securities will be canceled, including our common stock and any outstanding equity awards in respect of such equity securities, such as the PRSUs.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
112
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||
Name
|
|
Number of Securities Underlying Unexercised Options (#)
(1)
Exercisable
|
|
Number of Securities Underlying Unexercised Options (#)
(1)
Unexercisable
|
|
Option Exercise Price ($)
(1)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (1)
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
(2)
|
|
Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
(1)(3)
|
|
Equity Incentives Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
(4)
|
|||||||
Glenn L. Kellow
|
|
3,954
|
|
(14)
|
—
|
|
|
270.750
|
|
|
9/16/2023
|
|
6,459
|
|
(7)
|
32,295
|
|
|
2,248
|
|
(5)
|
11,242
|
|
|
|
8,972
|
|
(15)
|
4,486
|
|
(15)
|
293.100
|
|
|
1/2/2024
|
|
—
|
|
|
—
|
|
|
5,952
|
|
(6)
|
29,760
|
|
|
|
6,335
|
|
(16)
|
12,670
|
|
(16)
|
116.100
|
|
|
1/2/2025
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
19,261
|
|
|
17,156
|
|
|
|
|
|
|
6,459
|
|
|
32,295
|
|
|
8,200
|
|
|
41,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Amy B. Schwetz
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,551
|
|
(7)
|
7,755
|
|
|
—
|
|
|
—
|
|
Total
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,551
|
|
|
7,755
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Charles F. Meintjes
|
|
358
|
|
(11)
|
—
|
|
|
967.800
|
|
|
1/3/2021
|
|
3,158
|
|
|
15,792
|
|
|
1,030
|
|
(5)
|
5,152
|
|
|
|
680
|
|
(12)
|
—
|
|
|
544.050
|
|
|
1/3/2022
|
|
—
|
|
|
—
|
|
|
2,182
|
|
(6)
|
10,912
|
|
Total
|
|
1,038
|
|
|
—
|
|
|
|
|
|
|
3,158
|
|
|
15,792
|
|
|
3,212
|
|
|
16,064
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Kemal Williamson
|
|
1,050
|
|
(8)
|
—
|
|
|
940.800
|
|
|
1/2/2018
|
|
2,153
|
|
(7)
|
10,765
|
|
|
936
|
|
(5)
|
4,682
|
|
|
|
2,154
|
|
(9)
|
—
|
|
|
402.600
|
|
|
1/5/2019
|
|
—
|
|
|
—
|
|
|
1,984
|
|
(6)
|
9,920
|
|
|
|
1,090
|
|
(10)
|
—
|
|
|
718.050
|
|
|
1/4/2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
425
|
|
(11)
|
—
|
|
|
967.800
|
|
|
1/3/2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
425
|
|
(11)
|
—
|
|
|
967.800
|
|
|
1/3/2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
799
|
|
(12)
|
—
|
|
|
544.050
|
|
|
1/3/2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
4,643
|
|
(13)
|
—
|
|
|
387.600
|
|
|
1/2/2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3,738
|
|
(15)
|
1,869
|
|
(15)
|
116.100
|
|
|
1/2/2024
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2,122
|
|
(16)
|
4,223
|
|
(16)
|
116.100
|
|
|
1/2/2025
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
16,446
|
|
|
6,092
|
|
|
|
|
|
|
2,153
|
|
|
10,765
|
|
|
2,920
|
|
|
14,602
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
A. Verona Dorch
|
|
—
|
|
|
—
|
|
|
|
|
|
|
10,714
|
|
(7)
|
53,570
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
—
|
|
|
—
|
|
|
|
|
|
|
10,714
|
|
|
53,570
|
|
|
—
|
|
|
—
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
113
|
(1)
|
The number of stock options/SARs/shares/units and the exercise prices of options have been adjusted, where applicable, to reflect: our 2-for-1 stock splits in March 2005 and February 2006; the spin-off of Patriot Coal Corporation on October 31, 2007; and the 1-for-15 stock split in September 2015.
|
(2)
|
The market value was calculated based on the closing market price per share of our common stock on the last trading day of 2016 ($5.00 per share).
|
(3)
|
The number of performance units disclosed is based on the assumption that target performance goals will be achieved.
|
(4)
|
The market value was calculated based on the closing market price per share of our common stock on the last trading day of 2016 ($5.00 per share). As of December 31, 2016, we are not authorized to pay out our 2014 and 2015 grants of performance units, regardless of award achievement.
|
(5)
|
The performance units were granted on January 2, 2014, and were intended to vest over a three-year performance period (ended December 31, 2016). Payout in early 2017 was to be subject to the achievement of the following goals: (i) our three-year TSR performance relative to the applicable Performance Unit Peer Group and the S&P 500 Index Group and (ii) a three-year ROMA target.
|
(6)
|
The performance units were granted on January 2, 2015, and were intended to vest over a three-year performance period (ending December 31, 2017). Payout in early 2018 was to be subject to the achievement of the following goals: (i) our three-year TSR performance relative to the applicable Performance Unit Peer Group and the S&P 400 Midcap Index Group and (ii) a three-year ROMA target. A portion of the performance units granted to Mr. Kellow were intended to be payable, if earned, in cash based on the plan limitation previously discussed.
|
(7)
|
The restricted shares were granted on January 2, 2015 and were intended to vest on the third anniversary of the grant date (January 2, 2018). For Ms. Dorch, the restricted shares were granted on August 19, 2015 and were intended to vest on the third anniversary of the grant date (August 19, 2018). Two-thirds of the number of restricted shares that were granted to Mr. Meintjes have vested or were intended to vest in three equal annual installments beginning on the first anniversary of the grant date; the remaining restricted shares were intended to vest on the third anniversary of the grant date.
|
(8)
|
The options were granted on January 2, 2008 and vested in three equal installments beginning January 2, 2009.
|
(9)
|
The options were granted on January 5, 2009 and vested in three equal installments beginning January 5, 2010.
|
(10)
|
The options were granted on January 4, 2010 and vested in three equal installments beginning January 4, 2011.
|
(11)
|
The options were granted on January 3, 2011 and vested in three equal installments beginning January 3, 2012.
|
(12)
|
The options were granted on January 3, 2012 and vested in three equal installments beginning January 3, 2013.
|
(13)
|
The options were granted on January 2, 2013 and vested in three equal installments beginning January 2, 2014.
|
(14)
|
The options were granted on September 16, 2013 and were intended to vest in three equal installments beginning September 16, 2014.
|
|
|
Stock Awards
(1)
|
||||
Name
|
|
Number of Shares Acquired on Vesting
|
|
Value Realized on Vesting ($)
|
||
Glenn L. Kellow
|
|
—
|
|
|
—
|
|
Amy B. Schwetz
|
|
644
|
|
|
4,946
|
|
Charles F. Meintjes
|
|
2,182
|
|
|
16,758
|
|
Kemal Williamson
|
|
—
|
|
|
—
|
|
A. Verona Dorch
|
|
—
|
|
|
—
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
114
|
Name
|
|
Plan Name
|
|
Number of Years Credited Service (#)
(1)
|
|
Present Value of Accumulated Benefit ($)
|
|
Payments During Last Fiscal Year
|
|||
Glenn L. Kellow
|
(2)
|
Peabody Investments Corp. Retirement Plan
|
|
—
|
|
|
Not a plan participant
|
|
|
—
|
|
Amy B. Schwetz
|
(2)
|
Peabody Investments Corp. Retirement Plan
|
|
—
|
|
|
Not a plan participant
|
|
|
—
|
|
Charles F. Meintjes
|
(2)
|
Peabody Investments Corp. Retirement Plan
|
|
—
|
|
|
Not a plan participant
|
|
|
—
|
|
Kemal Williamson
|
(3)
|
Peabody Investments Corp. Retirement Plan
|
|
0.4
|
|
|
9,651
|
|
|
—
|
|
A. Verona Dorch
|
(2)
|
Peabody Investments Corp. Retirement Plan
|
|
—
|
|
|
Not a plan participant
|
|
|
—
|
|
(1)
|
Due to the phase-out of our pension plan as described above, years of credited service are less than years of actual service. The actual years of service number for Mr. Williamson is 16.4.
|
(2)
|
Messrs. Kellow and Meintjes and Ms. Schwetz and Ms. Dorch are not eligible to receive benefits under our pension plan because their employment with us began after the pension plan was phased out.
|
(3)
|
Under the terms of the phase-out, pension benefits for Mr. Williamson were frozen as of December 31, 2000, and years of credited service, for the purposes of the pension plan, ceased to accrue.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
115
|
Name
|
|
Plan Name
|
|
Executive Contributions in Last Fiscal Year ($)
|
|
Registrant Contributions in Last Fiscal Year ($)
|
|
Aggregate Earnings in Last Fiscal Year ($)
|
|
Aggregate Withdrawals/Distributions ($)
|
|
Aggregate Balance at Last Fiscal Year End ($)
(1)
|
|||||
Glenn L. Kellow
|
(2)
|
Excess Retirement Plan
|
|
—
|
|
|
—
|
|
|
13,236
|
|
|
—
|
|
|
180,110
|
|
Amy B. Schwetz
|
(2)
|
Excess Retirement Plan
|
|
—
|
|
|
—
|
|
|
871
|
|
|
—
|
|
|
10,772
|
|
Charles F. Meintjes
|
(2)
|
Excess Retirement Plan
|
|
—
|
|
|
—
|
|
|
6,721
|
|
|
—
|
|
|
339,291
|
|
Kemal Williamson
|
(3)
|
Excess Retirement Plan
|
|
—
|
|
|
—
|
|
|
74,332
|
|
|
—
|
|
|
1,016,699
|
|
A. Verona Dorch
|
(2)
|
Excess Retirement Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Name
|
|
Excess Defined Contribution Retirement Plan Registrant Contributions Included in the 2016 Summary Compensation Table ($)
|
|
Excess Defined Contribution Retirement Plan Registrant Contributions Included in the 2007 - 2015 Summary Compensation Tables ($)
|
|
Total ($)
|
|||
Glenn L. Kellow
|
|
—
|
|
|
99,730
|
|
|
99,730
|
|
Amy B. Schwetz
|
|
—
|
|
|
4,610
|
|
|
4,610
|
|
Charles F. Meintjes
|
|
—
|
|
|
113,258
|
|
|
113,258
|
|
Kemal Williamson
|
|
—
|
|
|
64,396
|
|
|
64,396
|
|
A. Verona Dorch
|
|
—
|
|
|
—
|
|
|
—
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
116
|
Peabody Energy Corporation
|
2016 Form 10-K
|
117
|
|
|
Cash Severance ($)
|
|
Continued Benefits and Perquisites ($)
|
|
Other Cash Payment ($)
|
|
Accelerated and/or Continued Vesting/Earnout of Unvested Equity Compensation ($)
(1)
|
|
Excise Tax Gross-up or Cut-back ($)
|
|
Total ($)
|
||||||
Glenn L. Kellow
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
"For Cause" Termination or Voluntary Termination
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Death or Disability
(3)
|
|
1,435,370
|
|
|
—
|
|
|
—
|
|
|
560,692
|
|
|
—
|
|
|
1,996,062
|
|
Involuntary Termination "Without Cause" or "For Good Reason"
(4)
|
|
5,119,691
|
|
|
24,172
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,143,863
|
|
Involuntary Termination Related to a Change in Control
(6)
|
|
6,040,771
|
|
|
24,172
|
|
|
—
|
|
|
560,692
|
|
|
—
|
|
|
6,625,635
|
|
Amy B. Schwetz
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
"For Cause" Termination or Voluntary Termination
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Death or Disability
(3)
|
|
518,080
|
|
|
—
|
|
|
—
|
|
|
7,755
|
|
|
—
|
|
|
525,835
|
|
Involuntary Termination "Without Cause" or "For Good Reason"
(4)
|
|
1,896,875
|
|
|
24,715
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,921,590
|
|
Involuntary Termination Related to a Change in Control
(5)
|
|
1,896,875
|
|
|
24,715
|
|
|
—
|
|
|
7,755
|
|
|
—
|
|
|
1,929,345
|
|
Charles F. Meintjes
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
"For Cause" Termination or Voluntary Termination
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Death or Disability
(3)
|
|
575,587
|
|
|
—
|
|
|
—
|
|
|
147,109
|
|
|
—
|
|
|
722,696
|
|
Involuntary Termination "Without Cause" or "For Good Reason"
(4)
|
|
2,568,554
|
|
|
34,592
|
|
|
—
|
|
|
11,735
|
|
|
—
|
|
|
2,614,881
|
|
Involuntary Termination Related to a Change in Control
(5)
|
|
2,568,554
|
|
|
34,592
|
|
|
—
|
|
|
147,109
|
|
|
—
|
|
|
2,750,255
|
|
Kemal Williamson
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
"For Cause" Termination or Voluntary Termination
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Death or Disability
(3)
|
|
523,261
|
|
|
—
|
|
|
—
|
|
|
130,142
|
|
|
—
|
|
|
653,403
|
|
Involuntary Termination "Without Cause" or "For Good Reason"
(4)
|
|
2,313,159
|
|
|
24,715
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,337,874
|
|
Involuntary Termination Related to a Change in Control
(5)
|
|
2,313,159
|
|
|
24,715
|
|
|
—
|
|
|
130,142
|
|
|
—
|
|
|
2,468,016
|
|
A. Verona Dorch
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
"For Cause" Termination or Voluntary Termination
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Death or Disability
(3)
|
|
476,634
|
|
|
—
|
|
|
—
|
|
|
151,347
|
|
|
—
|
|
|
627,981
|
|
Involuntary Termination "Without Cause" or "For Good Reason"
(4)
|
|
1,932,437
|
|
|
24,172
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,956,609
|
|
Involuntary Termination Related to a Change in Control
(5)
|
|
1,932,437
|
|
|
24,172
|
|
|
—
|
|
|
151,347
|
|
|
—
|
|
|
2,107,956
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
118
|
(1)
|
Reflects the value the NEO could realize as a result of the accelerated and/or continued vesting of any unvested performance units, restricted stock, restricted stock units and stock option awards. Value attributed to restricted stock and restricted stock units is based on the December 30, 2016 closing stock price of $5.00. There is no value assigned to outstanding stock options, as all outstanding stock options have exercise prices that are greater than the December 30, 2016 closing stock price of $5.00.
|
(2)
|
“For Cause,” as defined for all NEOs includes: (1) any material and uncorrected breach by the NEO of the terms of his employment agreement, including but not limited to, engaging in disclosure of secret or confidential information; (2) any willful fraud or dishonesty of the NEO involving our property or business; (3) a deliberate or willful refusal or failure to comply with any major corporate policies which are communicated in writing; or (4) the NEO’s conviction of, or plea of no contest to any felony if such conviction shall result in imprisonment or if such conviction has a material detrimental effect on our reputation or business.
|
(3)
|
For all NEOs, compensation payable upon death or disability would include (1) accrued but unused vacation; (2) earned but unpaid annual incentive for the year of termination; (3) 100% payout of outstanding performance units based on actual performance to the date of termination; and (4) the value the NEO could realize as a result of the accelerated and/or continued vesting of any unvested restricted stock, restricted stock units, and stock option awards, as applicable. For 2016, the earned but unpaid annual incentive was equal to 100% of the sum of the non-equity incentive plan compensation, as shown in the Summary Compensation Table. Amounts do not include life insurance payments in the case of death.
|
(4)
|
For all NEOs, compensation payable would include: (1) severance payments of two times base salary; (2) a payment equal to two times the average of the actual annual incentives paid in the three prior years; (3) a payment equal to two times 6% of base salary to compensate the NEO for Company contributions the NEO otherwise might have received under our 401(k) plan; (4) any earned but unpaid annual incentive for the year of termination; (5) continuation of benefits for 18 months; (6) the value that could be realized based on a portion of the continued vesting of outstanding stock option awards; and (7) a prorated payout of outstanding performance units based on performance through the end of the performance period.
|
(5)
|
The amounts the NEOs would receive in the event of an involuntary termination in connection with a Change in Control, as defined in the applicable employment agreement, Severance Plan, or award agreement, are similar to those described in footnote 4 above.
|
(6)
|
For the CEO, compensation payable would include: (1) severance payments of two and one half times base salary; (2) a payment equal to two and one half times the average of the actual annual incentives paid in the three prior years; (3) a payment equal to two and one half times 6% of base salary to compensate the CEO for Company contributions the CEO otherwise might have received under our 401(k) plan; (4) any earned but unpaid annual incentive for the year of termination; (5) continuation of benefits for 18 months; (6) the value that could be realized based on a portion of the continued vesting of outstanding stock option awards; and (7) a prorated payout of outstanding performance units based on performance through the end of the performance period.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
119
|
Peabody Energy Corporation
|
2016 Form 10-K
|
120
|
|
|
Fees Earned or Paid in Cash ($)
(1)
|
|
Stock Awards ($)
(2)
|
|
All Other Compensation ($)
(3)
|
|
Total ($)
|
|
Undistributed Deferred Stock Units (#)
|
|
Outstanding Stock Options (#)
(4)
|
||||||
William A. Coley
|
|
156,583
|
|
|
33,581
|
|
|
2,500
|
|
|
192,664
|
|
|
5,895
|
|
|
—
|
|
William E. James
|
|
156,583
|
|
|
33,581
|
|
|
—
|
|
|
190,164
|
|
|
5,895
|
|
|
—
|
|
Robert B. Karn III
|
|
156,583
|
|
|
33,581
|
|
|
—
|
|
|
190,164
|
|
|
6,122
|
|
|
—
|
|
Henry E. Lentz *
|
|
166,583
|
|
|
33,581
|
|
|
—
|
|
|
200,164
|
|
|
5,895
|
|
|
—
|
|
Robert A. Malone ^
|
|
306,583
|
|
|
33,581
|
|
|
8,292
|
|
|
348,456
|
|
|
5,895
|
|
|
—
|
|
William C. Rusnack *
|
|
171,583
|
|
|
33,581
|
|
|
2,500
|
|
|
207,664
|
|
|
5,895
|
|
|
—
|
|
Michael W. Sutherlin
|
|
156,583
|
|
|
33,581
|
|
|
—
|
|
|
190,164
|
|
|
5,944
|
|
|
—
|
|
John F. Turner *
|
|
166,583
|
|
|
33,581
|
|
|
—
|
|
|
200,164
|
|
|
5,895
|
|
|
—
|
|
Sandra Van Trease *
|
|
171,583
|
|
|
33,581
|
|
|
—
|
|
|
205,164
|
|
|
5,895
|
|
|
—
|
|
Heather A. Wilson
|
|
156,583
|
|
|
33,581
|
|
|
2,500
|
|
|
192,664
|
|
|
6,140
|
|
|
—
|
|
(1)
|
Fees Earned include the annual retainer and any committee chair or non-executive chair premiums. In August 2016, the Bankruptcy Court approved an increase to the annual retainer from $110,000 to $175,000 effective for the pendency of the Chapter 11 Cases.
|
(2)
|
On January 4, 2016, each Director was granted 4,333 deferred stock units at a grant date fair value of $7.75 per share. As noted above, as a result of our Chapter 11 Filing, we are not authorized to continue our long-term incentive programs for insiders (as defined under the Bankruptcy Code), including for our non-executive directors. As a result, the deferred stock units have not been distributed. Also, under the Plan, all of our equity securities will be canceled, including the deferred stock units.
|
(3)
|
All Other Compensation for Messrs. Coley, Rusnack and Dr. Wilson consists of charitable contributions in accordance with our matching gifts program. All Other Compensation for Mr. Malone consists of the aggregate incremental cost to us for use of our corporate aircraft when his spouse accompanied him on business travel. The aggregate incremental cost to us for use of our corporate aircraft was determined on a per flight basis, including the cost of fuel, landing fees, in-flight meals, sales tax, crew expenses, the hourly cost of aircraft maintenance for the applicable number of flight hours, and other variable costs specifically incurred.
|
(4)
|
There were no stock options granted in 2016.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
121
|
▪
|
Stock owned directly (including stock or stock units held in any defined contribution plan or employee stock purchase plan and shares of restricted stock);
|
▪
|
Stock held by immediate family members residing in the same household or through trusts for the benefit of the person or his or her immediate family members residing in the same household;
|
▪
|
Unvested restricted stock or RSUs (provided that vesting is based solely on the passage of time and/or continued service with Peabody); and
|
▪
|
Vested and undistributed deferred stock units.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
122
|
Name and Address of Beneficial Owner
(1)
|
|
Amount and Nature
of Beneficial Ownership
(2)(3)(4)
|
|
Percent of Class
(5)
|
|
William A. Coley
|
|
2,305
|
|
|
*
|
A. Verona Dorch
|
|
10,714
|
|
|
*
|
William E. James
|
|
2,336
|
|
|
*
|
Robert B. Karn III
|
|
2,612
|
|
|
*
|
Glenn L. Kellow
|
|
7,921
|
|
|
*
|
Henry E. Lentz
|
|
1,548
|
|
|
*
|
Robert A. Malone
|
|
2,379
|
|
|
*
|
Charles F. Meintjes
|
|
9,525
|
|
|
*
|
William C. Rusnack
|
|
2,077
|
|
|
*
|
Amy B. Schwetz
|
|
2,442
|
|
|
*
|
Michael W. Sutherlin
|
|
333
|
|
|
*
|
John F. Turner
|
|
1,403
|
|
|
*
|
Sandra A. Van Trease
|
|
2,286
|
|
|
*
|
Kemal Williamson
|
|
7,140
|
|
|
*
|
Heather A. Wilson
|
|
—
|
|
|
*
|
|
|
|
|
|
|
All directors and executive officers as a group
(16 people)
|
|
61,876
|
|
|
0.33%
|
(1)
|
The address for all officers and directors listed is c/o Peabody Energy Corporation, Peabody Plaza, 701 Market Street, St. Louis, Missouri 63101.
|
(2)
|
Beneficial ownership is determined in accordance with SEC rules and includes voting and investment power with respect to shares. Unless otherwise indicated, the persons and entities named in the table have sole voting and dispositive power with respect to all shares beneficially owned.
|
(3)
|
Includes restricted stock that remains unvested as of March 15, 2017 as follows: Mr. Kellow, 6,459; Mr. Meintjes, 3,158; Ms. Schwetz, 1,551; Mr. Williamson, 2,153; Ms. Dorch 10,714; and all directors and executive officers as a group, 24,980.
|
(4)
|
Excludes deferred stock units held by our non-employee directors as of March 15, 2017 as follows: Mr. Coley, 5,895; Mr. James, 5,895; Mr. Karn, 6,122; Mr. Lentz, 5,895; Mr. Malone, 5,895; Mr. Rusnack, 5,895; Mr. Sutherlin, 5,944; Mr. Turner, 5,895; Ms. Van Trease, 5,895; Dr. Wilson, 6,140; and all directors and executive officers as a group, 59,471. Excludes unvested performance units as of March 15, 2017 as follows: Mr. Kellow, 22,266; Mr. Meintjes, 5,456; Mr. Williamson, 4,960; and all directors and executive officers as a group, 32,682. Also excludes performance-based restricted stock units as of March 15, 2017 as follows: Mr. Kellow, 93,334; Mr. Meintjes, 24,445; Ms. Schwetz, 19,556; Mr. Williamson, 22,222; Ms. Dorch, 19,556; and all directors and executive officers as a group, 179,113.
|
(5)
|
Applicable percentage ownership is based on
18,491,188
shares of common stock outstanding at March 15, 2017. An asterisk (*) indicates that the applicable person beneficially owns less than one percent of the outstanding shares.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
123
|
|
|
(a)
Number of Securities
to be Issued
upon Exercise of
Outstanding Options,
Warrants and Rights
|
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding
Securities
Reflected in Column
(a))
|
|
||||
Plan Category
|
|
|
|
|
|||||||
Equity compensation plans approved by security holders
|
|
243,105
|
|
(1)
|
$
|
451.88
|
|
(2)
|
981,573
|
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
|
243,105
|
|
|
$
|
451.88
|
|
|
981,573
|
|
|
(1)
|
Includes 55,851 shares issuable pursuant to outstanding deferred stock units and no shares issuable pursuant to outstanding performance units.
|
(2)
|
The weighted-average exercise price shown in the table does not take into account outstanding deferred stock units or performance awards.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
124
|
•
|
Audit Fees:
$5,250,376 (for the fiscal year ended December 31, 2016) and $5,835,761 (for the fiscal year ended December 31, 2015) for fees associated with the annual audit of our consolidated financial statements, including the audit of internal control over financial reporting, the reviews of our quarterly reports on Form 10-Q, services provided in connection with statutory and regulatory filings or transactional requirements, assistance with and review of documents filed with the SEC and accounting and financial reporting consultations.
|
•
|
Audit-Related Fees:
$45,166, (for the fiscal year ended December 31, 2016) and $32,572 (for the fiscal year ended December 31, 2015) for assurance-related services for internal control reviews, and other attest services not required by statute.
|
•
|
Tax Fees:
$243,622 (for the fiscal year ended December 31, 2016) and $149,975 (for the fiscal year ended December 31, 2015) for tax compliance, tax advice and tax planning services.
|
•
|
All Other Fees:
$1,995 (for the fiscal year ended December 31, 2016) and $1,995 (for the fiscal year ended December 31, 2015) for fees related to an online research tool.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
125
|
|
Page
|
F-1
|
|
Consolidated Statements of Operations — Years Ended December 31, 2
016, 2015 and 2014
|
F-2
|
F-3
|
|
F-4
|
|
Consolidated Statements of Cash Flows — Years Ended December 31, 201
6, 2015 and 2014
|
F-5
|
F-7
|
|
F-8
|
|
Page
|
F-98
|
Peabody Energy Corporation
|
2016 Form 10-K
|
126
|
|
PEABODY ENERGY CORPORATION
|
|
|
|
/s/ GLENN L. KELLOW
|
|
Glenn L. Kellow
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
||
|
|
|
|
|
||
/s/ GLENN L. KELLOW
|
|
President and Chief Executive Officer,
Director (principal executive officer)
|
|
March 21, 2017
|
||
Glenn L. Kellow
|
|
|
|
|||
|
|
|
|
|
||
/s/ AMY B. SCHWETZ
|
|
Executive Vice President and Chief Financial Officer (principal financial and accounting officer)
|
|
March 21, 2017
|
||
Amy B. Schwetz
|
|
|
|
|||
|
|
|
|
|
||
/s/ WILLIAM A. COLEY
|
|
Director
|
|
March 21, 2017
|
||
William A. Coley
|
|
|
|
|||
|
|
|
|
|
||
/s/ WILLIAM E. JAMES
|
|
Director
|
|
March 21, 2017
|
||
William E. James
|
|
|
|
|||
|
|
|
|
|
||
/s/ ROBERT B. KARN III
|
|
Director
|
|
March 21, 2017
|
||
Robert B. Karn III
|
|
|
|
|||
|
|
|
|
|
||
/s/ HENRY E. LENTZ
|
|
Director
|
|
March 21, 2017
|
||
Henry E. Lentz
|
|
|
|
|||
|
|
|
|
|
||
/s/ ROBERT A. MALONE
|
|
Chairman
|
|
March 21, 2017
|
||
Robert A. Malone
|
|
|
|
|||
|
|
|
|
|
||
/s/ WILLIAM C. RUSNACK
|
|
Director
|
|
March 21, 2017
|
||
William C. Rusnack
|
|
|
|
|||
|
|
|
|
|
||
/s/ MICHAEL W. SUTHERLIN
|
|
Director
|
|
March 21, 2017
|
||
Michael W. Sutherlin
|
|
|
|
|||
|
|
|
|
|
||
/s/ JOHN F. TURNER
|
|
Director
|
|
March 21, 2017
|
||
John F. Turner
|
|
|
|
|||
|
|
|
|
|
||
/s/ SANDRA A. VAN TREASE
|
|
Director
|
|
March 21, 2017
|
||
Sandra A. Van Trease
|
|
|
|
|||
|
|
|
|
|
||
/s/ HEATHER A. WILSON
|
|
Director
|
|
March 21, 2017
|
||
Heather A. Wilson
|
|
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
127
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
1
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in millions, except per share data)
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|||
Sales
|
$
|
4,117.9
|
|
|
$
|
5,138.3
|
|
|
$
|
6,132.7
|
|
Other revenues
|
597.4
|
|
|
470.9
|
|
|
659.5
|
|
|||
Total revenues
|
4,715.3
|
|
|
5,609.2
|
|
|
6,792.2
|
|
|||
Costs and expenses
|
|
|
|
|
|
|
|||||
Operating costs and expenses (exclusive of items shown separately below)
|
4,107.6
|
|
|
5,007.7
|
|
|
5,716.9
|
|
|||
Depreciation, depletion and amortization
|
465.4
|
|
|
572.2
|
|
|
655.7
|
|
|||
Asset retirement obligation expenses
|
41.8
|
|
|
45.5
|
|
|
81.0
|
|
|||
Selling and administrative expenses
|
153.4
|
|
|
176.4
|
|
|
227.1
|
|
|||
Restructuring and pension settlement charges
|
15.5
|
|
|
23.5
|
|
|
26.0
|
|
|||
Other operating (income) loss:
|
|
|
|
|
|
||||||
Net gain on disposal of assets
|
(23.2
|
)
|
|
(45.0
|
)
|
|
(41.4
|
)
|
|||
Asset impairment
|
247.9
|
|
|
1,277.8
|
|
|
154.4
|
|
|||
(Gain) loss from equity affiliates
|
(16.2
|
)
|
|
15.9
|
|
|
107.6
|
|
|||
Operating loss
|
(276.9
|
)
|
|
(1,464.8
|
)
|
|
(135.1
|
)
|
|||
Interest expense
|
298.6
|
|
|
465.4
|
|
|
426.6
|
|
|||
Loss on early debt extinguishment
|
29.5
|
|
|
67.8
|
|
|
1.6
|
|
|||
Interest income
|
(5.7
|
)
|
|
(7.7
|
)
|
|
(15.4
|
)
|
|||
Reorganization items, net
|
159.0
|
|
|
—
|
|
|
—
|
|
|||
Loss from continuing operations before income taxes
|
(758.3
|
)
|
|
(1,990.3
|
)
|
|
(547.9
|
)
|
|||
Income tax (benefit) provision
|
(84.0
|
)
|
|
(176.4
|
)
|
|
201.2
|
|
|||
Loss from continuing operations, net of income taxes
|
(674.3
|
)
|
|
(1,813.9
|
)
|
|
(749.1
|
)
|
|||
Loss from discontinued operations, net of income taxes
|
(57.6
|
)
|
|
(175.0
|
)
|
|
(28.2
|
)
|
|||
Net loss
|
(731.9
|
)
|
|
(1,988.9
|
)
|
|
(777.3
|
)
|
|||
Less: Net income attributable to noncontrolling interests
|
7.9
|
|
|
7.1
|
|
|
9.7
|
|
|||
Net loss attributable to common stockholders
|
$
|
(739.8
|
)
|
|
$
|
(1,996.0
|
)
|
|
$
|
(787.0
|
)
|
|
|
|
|
|
|
||||||
Loss from continuing operations
|
|
|
|
|
|
||||||
Basic loss per share
|
$
|
(37.30
|
)
|
|
$
|
(100.34
|
)
|
|
$
|
(42.52
|
)
|
Diluted loss per share
|
$
|
(37.30
|
)
|
|
$
|
(100.34
|
)
|
|
$
|
(42.52
|
)
|
Net loss attributable to common stockholders
|
|
|
|
|
|
||||||
Basic loss per share
|
$
|
(40.45
|
)
|
|
$
|
(109.98
|
)
|
|
$
|
(44.09
|
)
|
Diluted loss per share
|
$
|
(40.45
|
)
|
|
$
|
(109.98
|
)
|
|
$
|
(44.09
|
)
|
|
|
|
|
|
|
||||||
Dividends declared per share
|
$
|
—
|
|
|
$
|
0.075
|
|
|
$
|
5.100
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
2
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in millions)
|
||||||||||
Net loss
|
$
|
(731.9
|
)
|
|
$
|
(1,988.9
|
)
|
|
$
|
(777.3
|
)
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
|
|
||||||
Net change in unrealized losses on available-for-sale securities (net of respective tax benefit of $0.0, $0.1 and $0.5)
|
|
|
|
|
|
||||||
Unrealized holding losses on available-for-sale securities
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
|||
Reclassification for realized losses included in net loss
|
—
|
|
|
—
|
|
|
2.9
|
|
|||
Net change in unrealized losses on available-for-sale securities
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|||
Net unrealized gains (losses) on cash flow hedges (net of respective tax provision (benefit) of $85.9, $72.2 and ($54.6))
|
|
|
|
|
|
||||||
Decrease in fair value of cash flow hedges
|
—
|
|
|
(131.3
|
)
|
|
(195.0
|
)
|
|||
Reclassification for realized losses (gains) included in net loss
|
146.3
|
|
|
251.7
|
|
|
(10.2
|
)
|
|||
Net unrealized gains (losses) on cash flow hedges
|
146.3
|
|
|
120.4
|
|
|
(205.2
|
)
|
|||
Postretirement plans and workers' compensation obligations (net of respective tax (benefit) provision of ($1.5), $36.2 and ($10.3))
|
|
|
|
|
|
||||||
Prior service (cost) credit for the period
|
(4.5
|
)
|
|
10.4
|
|
|
11.4
|
|
|||
Net actuarial (loss) gain for the period
|
(13.5
|
)
|
|
18.1
|
|
|
(142.7
|
)
|
|||
Amortization of actuarial loss and prior service cost included in net loss
|
15.4
|
|
|
31.9
|
|
|
32.7
|
|
|||
Postretirement plans and workers' compensation obligations
|
(2.6
|
)
|
|
60.4
|
|
|
(98.6
|
)
|
|||
Foreign currency translation adjustment
|
(1.8
|
)
|
|
(34.9
|
)
|
|
(41.0
|
)
|
|||
Other comprehensive income (loss), net of income taxes
|
141.9
|
|
|
145.9
|
|
|
(345.6
|
)
|
|||
Comprehensive loss
|
(590.0
|
)
|
|
(1,843.0
|
)
|
|
(1,122.9
|
)
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
7.9
|
|
|
7.1
|
|
|
9.7
|
|
|||
Comprehensive loss attributable to common stockholders
|
$
|
(597.9
|
)
|
|
$
|
(1,850.1
|
)
|
|
$
|
(1,132.6
|
)
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
3
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Amounts in millions,
except per share data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
872.3
|
|
|
$
|
261.3
|
|
Restricted cash
|
54.3
|
|
|
—
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $13.1 at December 31, 2016 and $6.6 at December 31, 2015
|
473.0
|
|
|
228.8
|
|
||
Inventories
|
203.7
|
|
|
307.8
|
|
||
Assets from coal trading activities, net
|
0.7
|
|
|
23.5
|
|
||
Deferred income taxes
|
—
|
|
|
53.5
|
|
||
Other current assets
|
486.6
|
|
|
447.6
|
|
||
Total current assets
|
2,090.6
|
|
|
1,322.5
|
|
||
Property, plant, equipment and mine development, net
|
8,776.7
|
|
|
9,258.5
|
|
||
Deferred income taxes
|
—
|
|
|
2.2
|
|
||
Investments and other assets
|
910.4
|
|
|
363.7
|
|
||
Total assets
|
$
|
11,777.7
|
|
|
$
|
10,946.9
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
20.2
|
|
|
$
|
5,874.9
|
|
Liabilities from coal trading activities, net
|
1.2
|
|
|
15.6
|
|
||
Accounts payable and accrued expenses
|
990.4
|
|
|
1,446.3
|
|
||
Total current liabilities
|
1,011.8
|
|
|
7,336.8
|
|
||
Long-term debt, less current portion
|
—
|
|
|
366.3
|
|
||
Deferred income taxes
|
17.6
|
|
|
69.1
|
|
||
Asset retirement obligations
|
717.8
|
|
|
686.6
|
|
||
Accrued postretirement benefit costs
|
756.3
|
|
|
722.9
|
|
||
Other noncurrent liabilities
|
496.2
|
|
|
846.7
|
|
||
Total liabilities not subject to compromise
|
2,999.7
|
|
|
10,028.4
|
|
||
Liabilities subject to compromise
|
8,440.2
|
|
|
—
|
|
||
Total liabilities
|
11,439.9
|
|
|
10,028.4
|
|
||
Stockholders’ equity
|
|
|
|
|
|
||
Preferred Stock — $0.01 per share par value; 10.0 shares authorized, no shares issued or outstanding as of December 31, 2016 or December 31, 2015
|
—
|
|
|
—
|
|
||
Perpetual Preferred Stock — 0.8 shares authorized, no shares issued or outstanding as of December 31, 2016 or December 31, 2015
|
—
|
|
|
—
|
|
||
Series Common Stock — $0.01 per share par value; 40.0 shares authorized, no shares issued or outstanding as of December 31, 2016 or December 31, 2015
|
—
|
|
|
—
|
|
||
Common Stock — $0.01 per share par value; 53.3 shares authorized, 19.3 shares issued and 18.5 shares outstanding as of December 31, 2016 and December 31, 2015
|
0.2
|
|
|
0.2
|
|
||
Additional paid-in capital
|
2,422.0
|
|
|
2,410.7
|
|
||
Treasury stock, at cost — 0.8 shares as of December 31, 2016 and December 31, 2015
|
(371.8
|
)
|
|
(371.7
|
)
|
||
Accumulated deficit
|
(1,243.2
|
)
|
|
(503.4
|
)
|
||
Accumulated other comprehensive loss
|
(477.0
|
)
|
|
(618.9
|
)
|
||
Peabody Energy Corporation stockholders’ equity
|
330.2
|
|
|
916.9
|
|
||
Noncontrolling interests
|
7.6
|
|
|
1.6
|
|
||
Total stockholders’ equity
|
337.8
|
|
|
918.5
|
|
||
Total liabilities and stockholders’ equity
|
$
|
11,777.7
|
|
|
$
|
10,946.9
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
4
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in millions)
|
||||||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
|
|
|
|||
Net loss
|
$
|
(731.9
|
)
|
|
$
|
(1,988.9
|
)
|
|
$
|
(777.3
|
)
|
Loss from discontinued operations, net of income taxes
|
57.6
|
|
|
175.0
|
|
|
28.2
|
|
|||
Loss from continuing operations, net of income taxes
|
(674.3
|
)
|
|
(1,813.9
|
)
|
|
(749.1
|
)
|
|||
Adjustments to reconcile loss from continuing operations, net of income taxes to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation, depletion and amortization
|
465.4
|
|
|
572.2
|
|
|
655.7
|
|
|||
Noncash interest expense
|
61.3
|
|
|
30.6
|
|
|
23.6
|
|
|||
Deferred income taxes
|
(86.5
|
)
|
|
(107.6
|
)
|
|
231.9
|
|
|||
Noncash share-based compensation
|
12.8
|
|
|
28.2
|
|
|
46.8
|
|
|||
Asset impairment
|
247.9
|
|
|
1,277.8
|
|
|
154.4
|
|
|||
Net gain on disposal of assets
|
(23.2
|
)
|
|
(45.0
|
)
|
|
(41.4
|
)
|
|||
(Gain) loss from equity affiliates
|
(16.2
|
)
|
|
15.9
|
|
|
107.6
|
|
|||
Gain on voluntary employee beneficiary association settlement
|
(68.1
|
)
|
|
—
|
|
|
—
|
|
|||
Settlement of hedge positions
|
(25.0
|
)
|
|
(14.9
|
)
|
|
(136.9
|
)
|
|||
Reclassification from other comprehensive earnings for terminated hedge contracts
|
125.2
|
|
|
—
|
|
|
—
|
|
|||
Noncash reorganization items, net
|
90.9
|
|
|
—
|
|
|
—
|
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(101.3
|
)
|
|
188.0
|
|
|
55.4
|
|
|||
Change in receivable from accounts receivable securitization program
|
(168.5
|
)
|
|
138.5
|
|
|
(70.0
|
)
|
|||
Inventories
|
104.0
|
|
|
96.2
|
|
|
104.9
|
|
|||
Net assets from coal trading activities
|
8.5
|
|
|
(27.3
|
)
|
|
(10.1
|
)
|
|||
Other current assets
|
(24.4
|
)
|
|
14.8
|
|
|
7.7
|
|
|||
Accounts payable and accrued expenses
|
156.5
|
|
|
(381.7
|
)
|
|
(29.2
|
)
|
|||
Restricted cash
|
(125.7
|
)
|
|
—
|
|
|
—
|
|
|||
Asset retirement obligations
|
13.1
|
|
|
23.9
|
|
|
60.3
|
|
|||
Workers’ compensation obligations
|
(0.4
|
)
|
|
(4.2
|
)
|
|
2.2
|
|
|||
Accrued postretirement benefit costs
|
6.3
|
|
|
18.7
|
|
|
9.6
|
|
|||
Accrued pension costs
|
21.7
|
|
|
29.6
|
|
|
28.3
|
|
|||
Take-or-pay obligation settlement
|
(15.5
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(7.4
|
)
|
|
(20.9
|
)
|
|
(10.7
|
)
|
|||
Net cash (used in) provided by continuing operations
|
(22.9
|
)
|
|
18.9
|
|
|
441.0
|
|
|||
Net cash used in discontinued operations
|
(29.9
|
)
|
|
(33.3
|
)
|
|
(104.4
|
)
|
|||
Net cash (used in) provided by operating activities
|
(52.8
|
)
|
|
(14.4
|
)
|
|
336.6
|
|
|||
Cash Flows From Investing Activities
|
|
|
|
|
|
|
|
|
|||
Additions to property, plant, equipment and mine development
|
(126.6
|
)
|
|
(126.8
|
)
|
|
(194.4
|
)
|
|||
Changes in accrued expenses related to capital expenditures
|
(6.1
|
)
|
|
(9.2
|
)
|
|
(16.6
|
)
|
|||
Federal coal lease expenditures
|
(249.0
|
)
|
|
(277.2
|
)
|
|
(276.7
|
)
|
|||
Proceeds from disposal of assets, net of notes receivable
|
144.4
|
|
|
70.4
|
|
|
203.7
|
|
|||
Purchases of debt and equity securities
|
—
|
|
|
(28.8
|
)
|
|
(15.1
|
)
|
|||
Proceeds from sales and maturities of debt and equity securities
|
—
|
|
|
90.3
|
|
|
13.5
|
|
|||
Contributions to joint ventures
|
(309.5
|
)
|
|
(425.4
|
)
|
|
(529.8
|
)
|
|||
Distributions from joint ventures
|
312.4
|
|
|
422.6
|
|
|
534.2
|
|
|||
Advances to related parties
|
(40.4
|
)
|
|
(3.7
|
)
|
|
(33.7
|
)
|
|||
Repayment of loans from related parties
|
40.6
|
|
|
0.9
|
|
|
5.4
|
|
|||
Other, net
|
(9.9
|
)
|
|
(3.1
|
)
|
|
(5.0
|
)
|
|||
Net cash used in investing activities
|
(244.1
|
)
|
|
(290.0
|
)
|
|
(314.5
|
)
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
5
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in millions)
|
||||||||||
Cash Flows From Financing Activities
|
|
|
|
|
|
|
|
|
|||
Proceeds from long-term debt
|
$
|
1,458.4
|
|
|
$
|
975.7
|
|
|
$
|
1.1
|
|
Repayments of long-term debt
|
(513.7
|
)
|
|
(671.3
|
)
|
|
(21.0
|
)
|
|||
Payment of deferred financing costs
|
(31.0
|
)
|
|
(28.7
|
)
|
|
(10.1
|
)
|
|||
Dividends paid
|
—
|
|
|
(1.4
|
)
|
|
(92.3
|
)
|
|||
Restricted cash for distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
(42.5
|
)
|
|||
Other, net
|
(5.8
|
)
|
|
(6.6
|
)
|
|
(3.3
|
)
|
|||
Net cash provided by (used in) financing activities
|
907.9
|
|
|
267.7
|
|
|
(168.1
|
)
|
|||
Net change in cash and cash equivalents
|
611.0
|
|
|
(36.7
|
)
|
|
(146.0
|
)
|
|||
Cash and cash equivalents at beginning of year
|
261.3
|
|
|
298.0
|
|
|
444.0
|
|
|||
Cash and cash equivalents at end of year
|
$
|
872.3
|
|
|
$
|
261.3
|
|
|
$
|
298.0
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
6
|
|
Peabody Energy Corporation Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings (Accumulated Deficit)
|
|
Accumulated
Other
Comprehensive Loss
|
|
Noncontrolling
Interests
|
|
Total
Stockholders’
Equity
|
||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||
December 31, 2013
|
$
|
0.2
|
|
|
$
|
2,342.6
|
|
|
$
|
(464.7
|
)
|
|
$
|
2,449.8
|
|
|
$
|
(419.2
|
)
|
|
$
|
39.2
|
|
|
$
|
3,947.9
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(787.0
|
)
|
|
—
|
|
|
9.7
|
|
|
(777.3
|
)
|
|||||||
Net change in unrealized losses on available-for-sale securities (net of $0.5 tax benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
|||||||
Net unrealized losses on cash flow hedges (net of $54.6 tax benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(205.2
|
)
|
|
—
|
|
|
(205.2
|
)
|
|||||||
Postretirement plans and workers’ compensation obligations (net of $10.3 tax benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(98.6
|
)
|
|
—
|
|
|
(98.6
|
)
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41.0
|
)
|
|
—
|
|
|
(41.0
|
)
|
|||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(92.3
|
)
|
|
—
|
|
|
—
|
|
|
(92.3
|
)
|
|||||||
Share-based compensation for equity-classified awards
|
—
|
|
|
46.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46.1
|
|
|||||||
Write-off of excess tax benefits related to share-based compensation
|
—
|
|
|
(8.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.3
|
)
|
|||||||
Stock options exercised
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||||
Employee stock purchases
|
—
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
|||||||
Repurchase of employee common stock relinquished for tax withholding
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
|
(4.7
|
)
|
|||||||
Dividend payable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42.5
|
)
|
|
(42.5
|
)
|
|||||||
December 31, 2014
|
$
|
0.2
|
|
|
$
|
2,386.0
|
|
|
$
|
(467.1
|
)
|
|
$
|
1,570.5
|
|
|
$
|
(764.8
|
)
|
|
$
|
1.7
|
|
|
$
|
2,726.5
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,996.0
|
)
|
|
—
|
|
|
7.1
|
|
|
(1,988.9
|
)
|
|||||||
Net change in unrealized losses on available-for-sale securities (net of $0.1 tax benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net unrealized gains on cash flow hedges (net of $72.2 tax provision)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120.4
|
|
|
—
|
|
|
120.4
|
|
|||||||
Postretirement plans and workers’ compensation obligations (net of $36.2 tax provision)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60.4
|
|
|
—
|
|
|
60.4
|
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34.9
|
)
|
|
—
|
|
|
(34.9
|
)
|
|||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|||||||
Share-based compensation for equity-classified awards
|
—
|
|
|
26.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26.2
|
|
|||||||
Employee stock purchases
|
—
|
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|||||||
Defined contribution plan share contribution
|
—
|
|
|
(1.4
|
)
|
|
97.5
|
|
|
(76.5
|
)
|
|
—
|
|
|
—
|
|
|
19.6
|
|
|||||||
Purchase of interest of noncontrolling stockholders
|
—
|
|
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(4.0
|
)
|
|||||||
Repurchase of employee common stock relinquished for tax withholding
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|||||||
Consolidation of noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
1.6
|
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|
(6.3
|
)
|
|||||||
Dividend payable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
(2.0
|
)
|
|||||||
December 31, 2015
|
$
|
0.2
|
|
|
$
|
2,410.7
|
|
|
$
|
(371.7
|
)
|
|
$
|
(503.4
|
)
|
|
$
|
(618.9
|
)
|
|
$
|
1.6
|
|
|
$
|
918.5
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(739.8
|
)
|
|
—
|
|
|
7.9
|
|
|
(731.9
|
)
|
|||||||
Net unrealized gains on cash flow hedges (net of $85.9 tax provision)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146.3
|
|
|
—
|
|
|
146.3
|
|
|||||||
Postretirement plans and workers' compensation obligations (net of $1.5 tax benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
(1.8
|
)
|
|||||||
Share-based compensation for equity-classified awards
|
—
|
|
|
11.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.3
|
|
|||||||
Repurchase of employee common stock relinquished for tax withholding
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
(1.9
|
)
|
|||||||
December 31, 2016
|
$
|
0.2
|
|
|
$
|
2,422.0
|
|
|
$
|
(371.8
|
)
|
|
$
|
(1,243.2
|
)
|
|
$
|
(477.0
|
)
|
|
$
|
7.6
|
|
|
$
|
337.8
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
7
|
(1)
|
Summary of Significant Accounting Policies
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
8
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
9
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
10
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
11
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
12
|
|
|
Before Application of Accounting Guidance
|
|
Adjustment
|
|
After Application of Accounting Guidance
|
||||||
|
|
(Dollars in millions)
|
||||||||||
Other current assets
|
|
$
|
503.1
|
|
|
$
|
(55.5
|
)
|
|
$
|
447.6
|
|
Investments and other assets
|
|
382.6
|
|
|
(18.9
|
)
|
|
363.7
|
|
|||
Total assets
|
|
11,021.3
|
|
|
(74.4
|
)
|
|
10,946.9
|
|
|||
Current portion of long-term debt
|
|
5,930.4
|
|
|
(55.5
|
)
|
|
5,874.9
|
|
|||
Long-term debt, less current portion
|
|
385.2
|
|
|
(18.9
|
)
|
|
366.3
|
|
|||
Total liabilities
|
|
10,102.8
|
|
|
(74.4
|
)
|
|
10,028.4
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
13
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
14
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
15
|
|
|
|
Years
|
Building and improvements
|
|
|
3 to 34
|
Machinery and equipment
|
|
|
3 to 34
|
Leasehold improvements
|
|
|
Shorter of Useful Life or Remaining Life of Lease
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
16
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
17
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
18
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
19
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
20
|
|
|
Year Ended
|
||
|
|
December 31, 2016
|
||
|
|
(Dollars in millions)
|
||
Professional fees
|
|
$
|
88.4
|
|
Loss on termination of derivative contracts
|
|
75.2
|
|
|
Accounts payable settlement gains
|
|
(1.8
|
)
|
|
Interest income
|
|
(1.8
|
)
|
|
Other
|
|
(1.0
|
)
|
|
Reorganization items, net
|
|
$
|
159.0
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
21
|
Previously Reported Balance Sheet Line
|
|
December 31, 2016
|
||
|
|
(Dollars in millions)
|
||
Debt
(1)
|
|
$
|
8,080.3
|
|
Interest payable
|
|
172.6
|
|
|
Environmental liabilities
|
|
61.9
|
|
|
Trade payables
|
|
58.4
|
|
|
Postretirement benefit obligations
(2)
|
|
34.6
|
|
|
Other accrued liabilities
|
|
32.4
|
|
|
Liabilities subject to compromise
|
|
$
|
8,440.2
|
|
(1)
|
Includes
$7,771.2 million
of first lien, second lien and unsecured debt,
$257.3 million
of derivative contract terminations, and
$51.8 million
of liabilities secured by prepetition letters of credit.
|
(2)
|
Includes liabilities for unfunded non-qualified pension plans, all the participants of which are former employees.
|
(4)
|
Asset Impairment
|
|
|
Reportable Segment
|
|
|
||||||||
|
|
Australian Metallurgical
Mining
|
|
Corporate
and Other
|
|
Consolidated
|
||||||
|
|
(Dollars in millions)
|
||||||||||
Asset impairment charges
|
|
$
|
193.2
|
|
|
$
|
54.7
|
|
|
$
|
247.9
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
22
|
|
|
Reportable Segment
|
|
|
||||||||||||||||
|
|
Australian Metallurgical
Mining
|
|
Australian Thermal Mining
|
|
Midwestern
U.S. Mining
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||
Asset impairment charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-lived assets
|
|
$
|
675.2
|
|
|
$
|
17.5
|
|
|
$
|
40.2
|
|
|
$
|
268.4
|
|
|
$
|
1,001.3
|
|
Equity method investment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
276.5
|
|
|
276.5
|
|
|||||
Total
|
|
$
|
675.2
|
|
|
$
|
17.5
|
|
|
$
|
40.2
|
|
|
$
|
544.9
|
|
|
$
|
1,277.8
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
23
|
|
|
Reportable Segment
|
|
|
||||||||||||||||
|
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
|
Western U.S. Mining
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||
Asset impairment charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-lived assets
|
|
$
|
66.7
|
|
|
$
|
11.9
|
|
|
$
|
2.7
|
|
|
$
|
68.4
|
|
|
$
|
149.7
|
|
Marketable securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
|
4.7
|
|
|||||
Total
|
|
$
|
66.7
|
|
|
$
|
11.9
|
|
|
$
|
2.7
|
|
|
$
|
73.1
|
|
|
$
|
154.4
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
24
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Dollars in millions)
|
||||||||||
Loss from discontinued operations before income taxes
|
|
$
|
(57.6
|
)
|
|
$
|
(182.2
|
)
|
|
$
|
(23.8
|
)
|
Income tax benefit (provision)
|
|
—
|
|
|
7.2
|
|
|
(4.4
|
)
|
|||
Loss from discontinued operations, net of income taxes
|
|
$
|
(57.6
|
)
|
|
$
|
(175.0
|
)
|
|
$
|
(28.2
|
)
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
25
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(Dollars in millions)
|
||||||
Assets:
|
|
|
|
|
||||
Other current assets
|
|
$
|
0.2
|
|
|
$
|
3.1
|
|
Investments and other assets
|
|
15.9
|
|
|
13.2
|
|
||
Total assets classified as discontinued operations
|
|
$
|
16.1
|
|
|
$
|
16.3
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
$
|
55.9
|
|
|
$
|
60.0
|
|
Other noncurrent liabilities
|
|
198.5
|
|
|
203.7
|
|
||
Liabilities subject to compromise
|
|
20.9
|
|
|
—
|
|
||
Total liabilities classified as discontinued operations
|
|
$
|
275.3
|
|
|
$
|
263.7
|
|
(6)
|
Inventories
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Materials and supplies
|
$
|
104.5
|
|
|
$
|
115.9
|
|
Raw coal
|
29.6
|
|
|
75.9
|
|
||
Saleable coal
|
69.6
|
|
|
116.0
|
|
||
Total
|
$
|
203.7
|
|
|
$
|
307.8
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
26
|
(7)
|
Investments
|
|
Book Value at December 31,
|
|
(Income) Loss from Equity
Affiliates for the Year Ended
December 31,
|
||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Equity interest in Middlemount Coal Pty Ltd
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(22.6
|
)
|
|
$
|
7.0
|
|
|
$
|
98.5
|
|
Other equity method investments
|
0.5
|
|
|
1.5
|
|
|
6.4
|
|
|
8.9
|
|
|
9.1
|
|
|||||
Total equity method investments
|
$
|
0.5
|
|
|
$
|
1.5
|
|
|
$
|
(16.2
|
)
|
|
$
|
15.9
|
|
|
$
|
107.6
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
27
|
(8)
|
Derivatives and Fair Value Measurements
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
28
|
|
|
|
|
Year Ended December 31, 2016
|
||||||||||
|
|
Income Statement Classification
Losses - Realized |
|
Total realized loss recognized in income
|
|
Loss
reclassified from other comprehensive income into income (1) |
|
(Loss) gain recognized in income on derivatives
|
||||||
Financial Instrument
|
|
|
|
|
||||||||||
|
|
|
|
(Dollars in millions)
|
||||||||||
Commodity swap contracts
|
|
Operating costs and expenses
|
|
$
|
(98.0
|
)
|
|
$
|
(86.1
|
)
|
|
$
|
(11.9
|
)
|
Commodity swap contracts
|
|
Reorganization items, net
|
|
(38.8
|
)
|
|
—
|
|
|
(38.8
|
)
|
|||
Foreign currency forward contracts
|
|
Operating costs and expenses
|
|
(142.9
|
)
|
|
(145.6
|
)
|
|
2.7
|
|
|||
Foreign currency forward contracts
|
|
Reorganization items, net
|
|
(36.4
|
)
|
|
—
|
|
|
(36.4
|
)
|
|||
Total
|
|
|
|
$
|
(316.1
|
)
|
|
$
|
(231.7
|
)
|
|
$
|
(84.4
|
)
|
(1)
|
Includes the reclassification from "Accumulated other comprehensive loss" into earnings of
$13.6 million
and
$9.0 million
of previously unrecognized losses on foreign currency and fuel contracts, respectivley, monetized in first quarter of 2016.
|
|
|
|
|
Year Ended December 31, 2015
|
||||||||||
|
|
Income Statement Classification
Losses - Realized |
|
Loss
recognized in
other
comprehensive
income on
derivative
(effective portion)
|
|
Loss
reclassified
from other
comprehensive
income into
income
(effective
portion)
(1)
|
|
Loss
reclassified
from other
comprehensive
income into
income
(ineffective
portion)
|
||||||
Financial Instrument
|
|
|
|
|
||||||||||
|
|
|
|
(Dollars in millions)
|
||||||||||
Commodity swap contracts
|
|
Operating costs and expenses
|
|
$
|
(77.0
|
)
|
|
$
|
(122.0
|
)
|
|
$
|
1.6
|
|
Foreign currency forward contracts
|
|
Operating costs and expenses
|
|
(122.0
|
)
|
|
(316.4
|
)
|
|
—
|
|
|||
Total
|
|
|
|
$
|
(199.0
|
)
|
|
$
|
(438.4
|
)
|
|
$
|
1.6
|
|
(1)
|
Includes the reclassification from "Accumulated other comprehensive loss" into earnings of
$14.9 million
of previously unrecognized gains on foreign currency cash flow hedge contracts monetized in the fourth quarter of 2012.
|
|
|
|
|
Year Ended December 31, 2014
|
||||||||||
|
|
Income Statement Classification
Losses - Realized
|
|
Loss
recognized in
other
comprehensive
income on
derivative
(effective portion)
|
|
Loss
reclassified
from other
comprehensive
income into
income
(effective
portion)
(1)
|
|
Loss
reclassified
from other
comprehensive
income into
income
(ineffective
portion)
|
||||||
Financial Instrument
|
|
|
|
|
||||||||||
|
|
|
|
(Dollars in millions)
|
||||||||||
Commodity swap contracts
|
|
Operating costs and expenses
|
|
$
|
(194.5
|
)
|
|
$
|
(20.6
|
)
|
|
$
|
(1.7
|
)
|
Foreign currency forward contracts
|
|
Operating costs and expenses
|
|
(100.9
|
)
|
|
(27.3
|
)
|
|
—
|
|
|||
Total
|
|
|
|
$
|
(295.4
|
)
|
|
$
|
(47.9
|
)
|
|
$
|
(1.7
|
)
|
(1)
|
Includes the reclassification from "Accumulated other comprehensive loss" into earnings of
$136.9 million
of previously unrecognized gains on foreign currency cash flow hedge contracts monetized in the fourth quarter of 2012.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
29
|
|
Fair Value of Liabilities Presented in the Consolidated Balance Sheet as of December 31, 2015
(1)
|
||
Financial Instrument
|
|||
|
(Dollars in millions)
|
||
Current Liabilities:
|
|
||
Commodity swap contracts
|
$
|
86.1
|
|
Foreign currency forward contracts
|
145.6
|
|
|
Total
|
$
|
231.7
|
|
|
|
||
Noncurrent Liabilities:
|
|
||
Commodity swap contracts
|
$
|
37.6
|
|
Foreign currency forward contracts
|
55.1
|
|
|
Total
|
$
|
92.7
|
|
(1)
|
All commodity swap contracts and foreign currency forward contracts were in a liability position as of December 31, 2015.
|
|
December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
(Dollars in millions)
|
|
|
||||||||||
Investments in debt and equity securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity swap contracts
|
—
|
|
|
—
|
|
|
(123.7
|
)
|
|
(123.7
|
)
|
||||
Foreign currency forward contracts
|
—
|
|
|
—
|
|
|
(200.7
|
)
|
|
(200.7
|
)
|
||||
Total net financial liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(324.4
|
)
|
|
$
|
(324.4
|
)
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
30
|
•
|
Commodity swap contracts: valued based on a valuation that is corroborated by the use of market-based pricing (Level 2) except when credit and non-performance risk is considered to be a significant input, then the Company classifies such contracts as Level 3.
|
•
|
Foreign currency forward and option contracts: valued utilizing inputs obtained in quoted public markets (Level 2) except when credit and non-performance risk is considered to be a significant input, then the Company classifies such contracts as Level 3.
|
|
|
Year Ended
|
||||||||||
|
|
December 31, 2016
|
||||||||||
|
|
Commodity Contracts
|
|
Foreign Currency Contracts
|
|
Total
|
||||||
|
(Dollars in millions)
|
|||||||||||
Beginning of period
|
|
$
|
123.7
|
|
|
$
|
200.7
|
|
|
$
|
324.4
|
|
Total net losses realized/unrealized:
|
|
|
|
|
|
|
||||||
Included in earnings
|
|
15.7
|
|
|
(48.0
|
)
|
|
(32.3
|
)
|
|||
Settlements / terminations
|
|
(139.4
|
)
|
|
(152.7
|
)
|
|
(292.1
|
)
|
|||
End of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Cash and cash equivalents, restricted cash, accounts receivable, including those within the Company’s accounts receivable securitization program, notes receivable and accounts payable have carrying values which approximate fair value due to the short maturity or the liquid nature of these instruments.
|
•
|
Long-term debt fair value estimates are based on observed prices for securities with an active trading market when available (Level 2), and otherwise on estimated borrowing rates to discount the cash flows to their present value (Level 3).
|
|
December 31, 2015
|
||||||
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||
|
(Dollars in millions)
|
||||||
Current and Long-term debt
|
$
|
6,241.2
|
|
|
$
|
1,373.7
|
|
(9)
|
Coal Trading
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
31
|
|
|
Year Ended December 31,
|
||||||||||
Trading Revenues by Type of Instrument
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Dollars in millions)
|
||||||||||
Commodity futures, swaps and options
|
|
$
|
(96.5
|
)
|
|
$
|
107.3
|
|
|
$
|
92.3
|
|
Physical commodity purchase/sale contracts
|
|
85.6
|
|
|
(64.5
|
)
|
|
(33.9
|
)
|
|||
Total trading revenues
|
|
$
|
(10.9
|
)
|
|
$
|
42.8
|
|
|
$
|
58.4
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
32
|
Affected line item in the consolidated balance sheets
|
|
Gross Amounts of Recognized Assets (Liabilities)
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Variation margin (held) posted
(1)
|
|
Net Amounts of Assets (Liabilities) Presented in the Consolidated Balance Sheets
|
||||||||
|
|
(Dollars in millions)
|
||||||||||||||
|
|
Fair Value as of December 31, 2016
|
||||||||||||||
Assets from coal trading activities, net
|
|
$
|
191.2
|
|
|
$
|
(190.5
|
)
|
|
$
|
—
|
|
|
$
|
0.7
|
|
Liabilities from coal trading activities, net
|
|
(249.1
|
)
|
|
190.5
|
|
|
57.4
|
|
|
(1.2
|
)
|
||||
Total, net
|
|
$
|
(57.9
|
)
|
|
$
|
—
|
|
|
$
|
57.4
|
|
|
$
|
(0.5
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Fair Value as of December 31, 2015
|
||||||||||||||
Assets from coal trading activities, net
|
|
$
|
128.6
|
|
|
$
|
(87.3
|
)
|
|
$
|
(17.8
|
)
|
|
$
|
23.5
|
|
Liabilities from coal trading activities, net
|
|
(110.0
|
)
|
|
87.3
|
|
|
7.1
|
|
|
(15.6
|
)
|
||||
Total, net
|
|
$
|
18.6
|
|
|
$
|
—
|
|
|
$
|
(10.7
|
)
|
|
$
|
7.9
|
|
(1)
|
None
of the net variation margin (held) posted at December 31,
2016
and
2015
, respectively, related to cash flow hedges.
|
|
December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Commodity futures, swaps and options
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
Physical commodity purchase/sale contracts
|
—
|
|
|
0.7
|
|
|
(1.1
|
)
|
|
(0.4
|
)
|
||||
Total net financial assets (liabilities)
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
(1.1
|
)
|
|
$
|
(0.5
|
)
|
|
December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
(Dollars in millions)
|
|
|
||||||||||
Commodity futures, swaps and options
|
$
|
—
|
|
|
$
|
3.3
|
|
|
$
|
—
|
|
|
$
|
3.3
|
|
Physical commodity purchase/sale contracts
|
—
|
|
|
20.2
|
|
|
(15.6
|
)
|
|
4.6
|
|
||||
Total net financial assets (liabilities)
|
$
|
—
|
|
|
$
|
23.5
|
|
|
$
|
(15.6
|
)
|
|
$
|
7.9
|
|
•
|
Futures, swaps and options: generally valued based on unadjusted quoted prices in active markets (Level 1) or a valuation that is corroborated by the use of market-based pricing (Level 2) except when credit and non-performance risk is considered to be a significant input (greater than 10% of fair value), then the Company classifies as Level 3.
|
•
|
Physical purchase/sale contracts: purchases and sales at locations with significant market activity corroborated by market-based information (Level 2) except when credit and non-performance risk is considered to be a significant input (greater than 10% of fair value), then the Company classifies as Level 3.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
33
|
|
|
Range
|
|
Weighted
|
|||||
Input
|
|
Low
|
|
High
|
|
Average
|
|||
Quality adjustments
|
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
Credit and non-performance risk
|
|
26
|
%
|
|
26
|
%
|
|
26
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in millions)
|
||||||||||
Beginning of period
|
$
|
(15.6
|
)
|
|
$
|
2.1
|
|
|
$
|
2.1
|
|
Transfers into Level 3
|
5.3
|
|
|
(4.4
|
)
|
|
—
|
|
|||
Transfers out of Level 3
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|||
Total gains realized/unrealized:
|
|
|
|
|
|
|
|
|
|||
Included in earnings
|
(2.4
|
)
|
|
(10.1
|
)
|
|
6.7
|
|
|||
Purchases
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|||
Sales
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|||
Settlements
|
12.0
|
|
|
(2.6
|
)
|
|
(6.7
|
)
|
|||
End of period
|
$
|
(1.1
|
)
|
|
$
|
(15.6
|
)
|
|
$
|
2.1
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
34
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in millions)
|
||||||||||
Changes in unrealized (losses) gains
(1)
|
$
|
—
|
|
|
$
|
(6.2
|
)
|
|
$
|
2.1
|
|
(1)
|
Within the consolidated statements of operations and consolidated statements of comprehensive income for the periods presented, unrealized gains and losses from Level 3 items are combined with unrealized gains and losses on positions classified in Level 1 or 2, as well as other positions that have been realized during the applicable periods.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
35
|
(10)
|
Financing Receivables
|
|
|
December 31,
|
||||||
Balance Sheet Classification
|
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
|||||||
Other current assets
|
$
|
—
|
|
|
$
|
20.0
|
|
|
Investments and other assets
|
84.8
|
|
|
65.2
|
|
|||
Total financing receivables
|
$
|
84.8
|
|
|
$
|
85.2
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
36
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Land and coal interests
|
$
|
10,330.8
|
|
|
$
|
10,503.7
|
|
Buildings and improvements
|
1,507.6
|
|
|
1,506.0
|
|
||
Machinery and equipment
|
2,130.2
|
|
|
2,280.4
|
|
||
Less: Accumulated depreciation, depletion and amortization
|
(5,191.9
|
)
|
|
(5,031.6
|
)
|
||
Total, net
|
$
|
8,776.7
|
|
|
$
|
9,258.5
|
|
(12)
|
Income Taxes
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in millions)
|
||||||||||
Current:
|
|
|
|
|
|
|
|
|
|||
U.S. federal
|
$
|
(12.4
|
)
|
|
$
|
(71.9
|
)
|
|
$
|
27.1
|
|
Non-U.S.
|
14.4
|
|
|
3.7
|
|
|
(61.1
|
)
|
|||
State
|
0.5
|
|
|
(0.6
|
)
|
|
3.3
|
|
|||
Total current
|
2.5
|
|
|
(68.8
|
)
|
|
(30.7
|
)
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|||
U.S. federal
|
(82.1
|
)
|
|
(117.4
|
)
|
|
111.0
|
|
|||
Non-U.S.
|
(2.3
|
)
|
|
15.7
|
|
|
122.3
|
|
|||
State
|
(2.1
|
)
|
|
(5.9
|
)
|
|
(1.4
|
)
|
|||
Total deferred
|
(86.5
|
)
|
|
(107.6
|
)
|
|
231.9
|
|
|||
Total income tax (benefit) provision
|
$
|
(84.0
|
)
|
|
$
|
(176.4
|
)
|
|
$
|
201.2
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
37
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in millions)
|
||||||||||
Expected income tax benefit at U.S. federal statutory rate
|
$
|
(265.4
|
)
|
|
$
|
(696.6
|
)
|
|
$
|
(191.7
|
)
|
Changes in valuation allowance, income tax
|
2,462.8
|
|
|
462.0
|
|
|
569.4
|
|
|||
Worthless partnership
|
(2,204.4
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in tax reserves
|
2.3
|
|
|
(21.4
|
)
|
|
(81.5
|
)
|
|||
Excess depletion
|
(37.2
|
)
|
|
(53.7
|
)
|
|
(65.3
|
)
|
|||
Foreign earnings repatriation
|
—
|
|
|
—
|
|
|
(71.4
|
)
|
|||
Foreign earnings provision differential
|
27.5
|
|
|
146.5
|
|
|
28.8
|
|
|||
General business tax credits
|
(14.2
|
)
|
|
(15.7
|
)
|
|
(19.2
|
)
|
|||
Minerals resource rent tax, net of federal tax
|
—
|
|
|
—
|
|
|
16.1
|
|
|||
Remeasurement of foreign income tax accounts
|
(0.4
|
)
|
|
(0.5
|
)
|
|
(2.7
|
)
|
|||
State income taxes, net of federal tax benefit
|
(90.2
|
)
|
|
(20.1
|
)
|
|
(2.3
|
)
|
|||
Reorganization costs
|
29.6
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
5.6
|
|
|
23.1
|
|
|
21.0
|
|
|||
Total income tax (benefit) provision
|
$
|
(84.0
|
)
|
|
$
|
(176.4
|
)
|
|
$
|
201.2
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
38
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||
Tax loss carryforwards and credits
|
$
|
4,284.4
|
|
|
$
|
1,817.4
|
|
Accrued postretirement benefit obligations
|
364.5
|
|
|
372.4
|
|
||
Asset retirement obligations
|
163.6
|
|
|
160.9
|
|
||
Financial guarantees
|
77.9
|
|
|
16.9
|
|
||
Employee benefits
|
57.0
|
|
|
69.6
|
|
||
Payable to voluntary employee beneficiary association for certain Patriot retirees
(1)
|
—
|
|
|
52.9
|
|
||
Hedge activities
|
21.0
|
|
|
26.6
|
|
||
Workers’ compensation obligations
|
7.5
|
|
|
13.7
|
|
||
Other
|
2.1
|
|
|
66.7
|
|
||
Total gross deferred tax assets
|
4,978.0
|
|
|
2,597.1
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Property, plant, equipment and mine development, principally due to differences in depreciation, depletion and asset impairments
|
900.4
|
|
|
966.6
|
|
||
Unamortized discount on Convertible Junior Subordinated Debentures
|
127.7
|
|
|
130.3
|
|
||
Investments and other assets
|
86.3
|
|
|
70.1
|
|
||
Total gross deferred tax liabilities
|
1,114.4
|
|
|
1,167.0
|
|
||
Valuation allowance, income tax
|
(3,881.2
|
)
|
|
(1,447.3
|
)
|
||
Net deferred tax liability
|
$
|
(17.6
|
)
|
|
$
|
(17.2
|
)
|
Deferred taxes are classified as follows:
|
|
|
|
|
|
||
Current deferred income taxes
|
$
|
—
|
|
|
$
|
49.7
|
|
Noncurrent deferred income taxes
|
(17.6
|
)
|
|
(66.9
|
)
|
||
Net deferred tax liability
|
$
|
(17.6
|
)
|
|
$
|
(17.2
|
)
|
(1)
|
Refer to Note 27. "Matters Related to the Bankruptcy of Patriot Coal Corporation" herein for additional details related to this transaction.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
39
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Deferred income taxes
|
$
|
8.9
|
|
|
$
|
7.9
|
|
Other noncurrent liabilities
|
11.2
|
|
|
11.7
|
|
||
Net unrecognized tax benefits
|
$
|
20.1
|
|
|
$
|
19.6
|
|
Gross unrecognized tax benefits
|
$
|
20.1
|
|
|
$
|
22.9
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in millions)
|
||||||||||
Balance at beginning of period
|
$
|
22.9
|
|
|
$
|
44.5
|
|
|
$
|
143.9
|
|
Additions for current year tax positions
|
1.5
|
|
|
2.3
|
|
|
12.0
|
|
|||
Reductions for prior year tax positions
|
(2.8
|
)
|
|
(23.5
|
)
|
|
—
|
|
|||
Reductions for settlements with tax authorities
|
(1.5
|
)
|
|
(0.4
|
)
|
|
(111.4
|
)
|
|||
Balance at end of period
|
$
|
20.1
|
|
|
$
|
22.9
|
|
|
$
|
44.5
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
40
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in millions)
|
||||||||||
U.S. — federal
|
$
|
(56.5
|
)
|
|
$
|
(38.1
|
)
|
|
$
|
(7.7
|
)
|
U.S. — state and local
|
1.4
|
|
|
0.4
|
|
|
(6.8
|
)
|
|||
Non-U.S.
|
15.0
|
|
|
11.9
|
|
|
(2.2
|
)
|
|||
Total income tax refunds, net
|
$
|
(40.1
|
)
|
|
$
|
(25.8
|
)
|
|
$
|
(16.7
|
)
|
(13)
|
Accounts Payable and Accrued Expenses
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Trade accounts payable
|
$
|
288.6
|
|
|
$
|
333.3
|
|
Accrued payroll and related benefits
|
201.2
|
|
|
191.9
|
|
||
Other accrued expenses
|
190.1
|
|
|
225.8
|
|
||
Accrued taxes other than income
|
119.6
|
|
|
135.9
|
|
||
Accrued royalties
|
62.8
|
|
|
41.0
|
|
||
Asset retirement obligations
|
41.0
|
|
|
25.5
|
|
||
Accrued health care insurance
|
16.0
|
|
|
15.8
|
|
||
Workers’ compensation obligations
|
7.8
|
|
|
8.6
|
|
||
Income taxes payable
|
6.2
|
|
|
6.8
|
|
||
Accrued interest
|
1.2
|
|
|
68.8
|
|
||
Accrued environmental cleanup-related costs
|
—
|
|
|
23.9
|
|
||
Other
|
—
|
|
|
2.3
|
|
||
Payable to voluntary employee beneficiary associated for certain Patriot retirees
(1)
|
—
|
|
|
75.0
|
|
||
Commodity and foreign currency hedge contracts
|
—
|
|
|
231.7
|
|
||
Liabilities associated with discontinued operations
|
55.9
|
|
|
60.0
|
|
||
Total accounts payable and accrued expenses
|
$
|
990.4
|
|
|
$
|
1,446.3
|
|
(1)
|
Refer to Note 27. "Matters Related to the Bankruptcy of Patriot Coal Corporation" herein for additional details related to this transaction.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
41
|
(14)
|
Current and Long-term Debt
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
2013 Revolver
|
$
|
1,558.1
|
|
|
$
|
—
|
|
2013 Term Loan Facility due September 2020
|
1,154.5
|
|
|
1,156.3
|
|
||
6.00% Senior Notes due November 2018
|
1,509.9
|
|
|
1,508.9
|
|
||
6.50% Senior Notes due September 2020
|
645.8
|
|
|
645.5
|
|
||
6.25% Senior Notes due November 2021
|
1,327.7
|
|
|
1,327.0
|
|
||
10.00% Senior Secured Second Lien Notes due March 2022
|
962.3
|
|
|
960.4
|
|
||
7.875% Senior Notes due November 2026
|
245.9
|
|
|
245.8
|
|
||
Convertible Junior Subordinated Debentures due December 2066
|
367.1
|
|
|
366.3
|
|
||
Capital lease obligations
|
19.7
|
|
|
30.3
|
|
||
Other
|
0.4
|
|
|
0.7
|
|
||
|
7,791.4
|
|
|
6,241.2
|
|
||
Less: Current portion of long-term debt
|
20.2
|
|
|
5,874.9
|
|
||
Less: Liabilities subject to compromise
|
7,771.2
|
|
|
—
|
|
||
Long-term debt
|
$
|
—
|
|
|
$
|
366.3
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
42
|
•
|
Indenture governing
$1,000.0 million
outstanding aggregate principal amount of the Company’s
10.00%
Senior Secured Second Lien Notes due 2022, dated as of March 16, 2015, among the Company, U.S. Bank National Association (U.S. Bank), as trustee and collateral agent, and the guarantors named therein, as supplemented;
|
•
|
Indenture governing
$650.0 million
outstanding aggregate principal amount of the Company’s
6.50%
Senior Notes due 2020, dated as of March 19, 2004, among the Company, U.S. Bank and the guarantors named therein, as supplemented;
|
•
|
Indenture governing
$1,518.8 million
outstanding aggregate principal amount of the Company’s
6.00%
Senior Notes due 2018, dated as of November 15, 2011, among the Company, U.S. Bank and the guarantors named therein, as supplemented;
|
•
|
Indenture governing
$1,339.6 million
outstanding aggregate principal amount of the Company’s
6.25%
Senior Notes due 2021, dated as of November 15, 2011, by and among the Company, U.S. Bank and the guarantors named therein, as supplemented;
|
•
|
Indenture governing
$250.0 million
outstanding aggregate principal amount of the Company’s
7.875%
Senior Notes due 2026, dated as of March 19, 2004, among the Company, U.S. Bank and the guarantors named therein, as supplemented;
|
•
|
Subordinated Indenture governing
$732.5 million
outstanding aggregate principal amount of the Company’s Convertible Junior Subordinated Debentures due 2066, dated as of December 20, 2006, among the Company and U.S. Bank, as supplemented; and
|
•
|
Amended and Restated Credit Agreement, as amended and restated as of September 24, 2013 (the 2013 Credit Facility), related to
$1,170.0 million
outstanding aggregate principal amount of term loans under the 2013 Term Loan Facility and
$1,650.0 million
in the 2013 Revolver which includes approximately
$675 million
of posted but undrawn letters of credit and approximately
$947 million
in outstanding borrowings, by and among the Company, Citibank, N.A., as administrative agent, swing line lender and letter of credit (L/C) issuer, Citigroup Global Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp., Crédit Agricole Corporate and Investment Bank, HSBC Securities (USA) Inc., Morgan Stanley Senior Funding, Inc., PNC Capital Markets LLC and RBS Securities Inc., as joint lead arrangers and joint book managers, and the lender parties thereto, as amended by that certain Omnibus Credit Agreement, dated as of February 5, 2015.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
43
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
44
|
(15)
|
Leases
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
45
|
|
|
Capital
Leases
|
|
Operating
Leases
|
|
Coal Lease
and
Royalty
Obligations
|
||||||
Year Ending December 31,
|
|
|
|
|||||||||
|
|
(Dollars in millions)
|
||||||||||
2017
|
|
$
|
7.3
|
|
|
$
|
148.7
|
|
|
$
|
6.1
|
|
2018
|
|
8.9
|
|
|
100.4
|
|
|
5.7
|
|
|||
2019
|
|
0.5
|
|
|
60.2
|
|
|
5.2
|
|
|||
2020
|
|
0.5
|
|
|
26.4
|
|
|
4.9
|
|
|||
2021
|
|
0.5
|
|
|
10.6
|
|
|
5.3
|
|
|||
2022 and thereafter
|
|
9.6
|
|
|
26.6
|
|
|
26.6
|
|
|||
Total minimum lease payments
|
|
27.3
|
|
|
$
|
372.9
|
|
|
$
|
53.8
|
|
|
Less interest
|
|
7.6
|
|
|
|
|
|
|
|
|||
Present value of minimum capital lease payments
|
|
$
|
19.7
|
|
|
|
|
|
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
46
|
(16)
|
Asset Retirement Obligations
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Balance at beginning of year
|
$
|
712.1
|
|
|
$
|
752.5
|
|
Liabilities incurred or acquired
|
—
|
|
|
1.3
|
|
||
Liabilities settled or disposed
|
(41.5
|
)
|
|
(53.3
|
)
|
||
Accretion expense
|
45.7
|
|
|
42.7
|
|
||
Revisions to estimates
|
42.5
|
|
|
(31.1
|
)
|
||
Balance at end of year
|
$
|
758.8
|
|
|
$
|
712.1
|
|
Less: Current portion (included in "Accounts payable and accrued expenses")
|
41.0
|
|
|
25.5
|
|
||
Noncurrent obligation (included in "Asset retirement obligations")
|
$
|
717.8
|
|
|
$
|
686.6
|
|
Balance at end of year — active locations
|
$
|
651.1
|
|
|
$
|
656.8
|
|
Balance at end of year — closed or inactive locations
|
$
|
107.7
|
|
|
$
|
55.3
|
|
(17)
|
Postretirement Health Care and Life Insurance Benefits
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in millions)
|
||||||||||
Service cost for benefits earned
|
$
|
10.4
|
|
|
$
|
11.2
|
|
|
$
|
12.2
|
|
Interest cost on accumulated postretirement benefit obligation
|
34.5
|
|
|
33.8
|
|
|
36.4
|
|
|||
Amortization of prior service (credit) cost
|
(9.2
|
)
|
|
(6.8
|
)
|
|
1.3
|
|
|||
Amortization of actuarial loss
|
20.4
|
|
|
24.9
|
|
|
14.5
|
|
|||
Special termination benefits
(1)
|
—
|
|
|
—
|
|
|
1.6
|
|
|||
Net periodic postretirement benefit cost
|
$
|
56.1
|
|
|
$
|
63.1
|
|
|
$
|
66.0
|
|
(1)
|
Reflected in "Restructuring and pension settlement charges" in the consolidated statement of operations for the year ended December 31, 2014.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
47
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in millions)
|
||||||||||
Net actuarial loss (gain) arising during year
|
$
|
32.3
|
|
|
$
|
(35.1
|
)
|
|
$
|
115.8
|
|
Prior service credit arising during year
|
—
|
|
|
—
|
|
|
(18.0
|
)
|
|||
Amortization:
|
|
|
|
|
|
|
|
|
|||
Actuarial loss
|
(20.4
|
)
|
|
(24.9
|
)
|
|
(14.5
|
)
|
|||
Prior service credit (cost)
|
9.2
|
|
|
6.8
|
|
|
(1.3
|
)
|
|||
Settlement related to the Patriot bankruptcy:
(1)
|
|
|
|
|
|
||||||
Prior service cost
|
7.2
|
|
|
(16.6
|
)
|
|
—
|
|
|||
Total recorded in "Accumulated other comprehensive loss"
|
$
|
28.3
|
|
|
$
|
(69.8
|
)
|
|
$
|
82.0
|
|
(1)
|
Refer to Note 27. "Matters Related to the Bankruptcy of Patriot Coal Corporation" herein for additional details related to this transaction.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Change in benefit obligation:
|
|
|
|
|
|
||
Accumulated postretirement benefit obligation at beginning of period
|
$
|
776.1
|
|
|
$
|
839.1
|
|
Service cost
|
10.4
|
|
|
11.2
|
|
||
Interest cost
|
34.5
|
|
|
33.8
|
|
||
Participant contributions
|
0.6
|
|
|
1.7
|
|
||
Plan changes
(1)
|
7.2
|
|
|
(16.6
|
)
|
||
Benefits paid
|
(49.0
|
)
|
|
(46.5
|
)
|
||
Actuarial loss (gain)
|
32.3
|
|
|
(35.1
|
)
|
||
Settlement related to the Patriot bankruptcy
(1)
|
—
|
|
|
(15.2
|
)
|
||
Other
|
—
|
|
|
3.7
|
|
||
Accumulated postretirement benefit obligation at end of period
|
812.1
|
|
|
776.1
|
|
||
Change in plan assets:
|
|
|
|
|
|
||
Fair value of plan assets at beginning of period
|
—
|
|
|
—
|
|
||
Employer contributions
|
48.4
|
|
|
44.8
|
|
||
Participant contributions
|
0.6
|
|
|
1.7
|
|
||
Benefits paid and administrative fees (net of Medicare Part D reimbursements)
|
(49.0
|
)
|
|
(46.5
|
)
|
||
Fair value of plan assets at end of period
|
—
|
|
|
—
|
|
||
Funded status at end of year
|
(812.1
|
)
|
|
(776.1
|
)
|
||
Less: Current portion (included in "Accounts payable and accrued expenses")
|
55.8
|
|
|
53.2
|
|
||
Noncurrent obligation (included in "Accrued postretirement benefit costs")
|
$
|
(756.3
|
)
|
|
$
|
(722.9
|
)
|
(1)
|
Refer to Note 27. "Matters Related to the Bankruptcy of Patriot Coal Corporation" herein for additional details related to the changes in the benefit obligation.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
48
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||
Discount rate
|
4.15
|
%
|
|
4.50
|
%
|
Measurement date
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Discount rate
|
4.50
|
%
|
|
4.10
|
%
|
|
4.90
|
%
|
Measurement date
|
December 31, 2015
|
|
|
December 31, 2014
|
|
|
December 31, 2013
|
|
|
Year Ended December 31,
|
||||
|
2016
|
|
2015
|
||
Pre-Medicare:
|
|
|
|
||
Health care cost trend rate assumed for next year
|
6.20
|
%
|
|
6.60
|
%
|
Rate to which the cost trend is assumed to decline (the ultimate trend rate)
|
4.75
|
%
|
|
4.75
|
%
|
Year that the rate reaches the ultimate trend rate
|
2021
|
|
|
2021
|
|
|
|
|
|
||
Post-Medicare:
|
|
|
|
||
Health care cost trend rate assumed for next year
|
5.60
|
%
|
|
5.80
|
%
|
Rate to which the cost trend is assumed to decline (the ultimate trend rate)
|
4.75
|
%
|
|
4.75
|
%
|
Year that the rate reaches the ultimate trend rate
|
2021
|
|
|
2021
|
|
|
One Percentage-
Point Increase
|
|
One Percentage-
Point Decrease
|
||||
|
(Dollars in millions)
|
||||||
Effect on total service and interest cost components
(1)
|
$
|
3.6
|
|
|
$
|
(3.2
|
)
|
Effect on total postretirement benefit obligation
(1)
|
$
|
67.0
|
|
|
$
|
(61.9
|
)
|
(1)
|
In addition to the effect on total service and interest cost components of expense, changes in trend rates would also increase or decrease the actuarial gain or loss amortization expense component. The impact on actuarial gain or loss amortization would approximate the increase or decrease in the obligation divided by
10.31
years at January 1, 2017.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
49
|
|
Postretirement
|
||
|
Benefits
|
||
|
(Dollars in millions)
|
||
2017
|
$
|
55.0
|
|
2018
|
56.2
|
|
|
2019
|
57.0
|
|
|
2020
|
57.5
|
|
|
2021
|
61.3
|
|
|
Years 2022-2026
|
290.3
|
|
(18)
|
Pension and Savings Plans
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in millions)
|
||||||||||
Service cost for benefits earned
|
$
|
2.5
|
|
|
$
|
2.7
|
|
|
$
|
2.1
|
|
Interest cost on projected benefit obligation
|
41.5
|
|
|
40.4
|
|
|
45.4
|
|
|||
Expected return on plan assets
|
(45.3
|
)
|
|
(48.2
|
)
|
|
(54.3
|
)
|
|||
Amortization of prior service cost
|
0.3
|
|
|
1.0
|
|
|
1.3
|
|
|||
Amortization of net actuarial losses
|
24.7
|
|
|
39.6
|
|
|
30.2
|
|
|||
Settlement charge
|
—
|
|
|
—
|
|
|
8.7
|
|
|||
Net periodic pension cost
|
$
|
23.7
|
|
|
$
|
35.5
|
|
|
$
|
33.4
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
50
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in millions)
|
||||||||||
Net actuarial loss arising during year
|
$
|
6.6
|
|
|
$
|
30.6
|
|
|
$
|
79.2
|
|
Amortization:
|
|
|
|
|
|
|
|
|
|||
Net actuarial loss
|
(24.7
|
)
|
|
(39.6
|
)
|
|
(30.2
|
)
|
|||
Prior service cost
|
(0.3
|
)
|
|
(1.0
|
)
|
|
(1.3
|
)
|
|||
Settlement charge
|
—
|
|
|
—
|
|
|
(8.7
|
)
|
|||
Total recorded in "Accumulated other comprehensive loss"
|
$
|
(18.4
|
)
|
|
$
|
(10.0
|
)
|
|
$
|
39.0
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Change in benefit obligation:
|
|
|
|
|
|
||
Projected benefit obligation at beginning of period
|
$
|
939.3
|
|
|
$
|
1,002.5
|
|
Service cost
|
2.5
|
|
|
2.7
|
|
||
Interest cost
|
41.5
|
|
|
40.4
|
|
||
Benefits paid
|
(61.1
|
)
|
|
(62.6
|
)
|
||
Actuarial loss (gain)
|
37.1
|
|
|
(43.7
|
)
|
||
Projected benefit obligation at end of period
|
959.3
|
|
|
939.3
|
|
||
Change in plan assets:
|
|
|
|
|
|
||
Fair value of plan assets at beginning of period
|
757.3
|
|
|
839.8
|
|
||
Actual return (loss) on plan assets
|
75.7
|
|
|
(26.1
|
)
|
||
Employer contributions
|
1.1
|
|
|
6.2
|
|
||
Benefits paid
|
(61.1
|
)
|
|
(62.6
|
)
|
||
Fair value of plan assets at end of period
|
773.0
|
|
|
757.3
|
|
||
Funded status at end of year
|
$
|
(186.3
|
)
|
|
$
|
(182.0
|
)
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
|
||
Current obligation (included in "Accounts payable and accrued expenses")
|
$
|
—
|
|
|
$
|
(1.6
|
)
|
Noncurrent obligation (included in "Other noncurrent liabilities")
|
(163.5
|
)
|
|
(180.4
|
)
|
||
Liabilities subject to compromise
|
(22.8
|
)
|
|
—
|
|
||
Net amount recognized
|
$
|
(186.3
|
)
|
|
$
|
(182.0
|
)
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||
Discount rate
|
4.15
|
%
|
|
4.55
|
%
|
Measurement date
|
December 31, 2016
|
|
|
December 31, 2015
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
51
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Discount rate
|
4.55
|
%
|
|
4.15
|
%
|
|
4.95
|
%
|
Expected long-term return on plan assets
|
6.00
|
%
|
|
6.25
|
%
|
|
6.85
|
%
|
Measurement date
|
December 31, 2015
|
|
|
December 31, 2014
|
|
|
December 31, 2013
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
52
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
53
|
|
December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Mutual funds
|
$
|
119.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
119.9
|
|
Corporate bonds
|
—
|
|
|
265.7
|
|
|
—
|
|
|
265.7
|
|
||||
U.S. government securities
|
25.1
|
|
|
22.7
|
|
|
—
|
|
|
47.8
|
|
||||
International government securities
|
—
|
|
|
12.6
|
|
|
—
|
|
|
12.6
|
|
||||
Cash funds
|
17.8
|
|
|
—
|
|
|
—
|
|
|
17.8
|
|
||||
Real estate investment trusts
|
—
|
|
|
—
|
|
|
14.1
|
|
|
14.1
|
|
||||
Total assets at fair value
|
$
|
162.8
|
|
|
$
|
301.0
|
|
|
$
|
14.1
|
|
|
477.9
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assets measured at net asset value practical expedient
(1)
|
|
|
|
|
|
|
|
||||||||
Private mutual funds
|
|
|
|
|
|
|
186.1
|
|
|||||||
Common collective trusts
|
|
|
|
|
|
|
109.0
|
|
|||||||
|
|
|
|
|
|
|
295.1
|
|
|||||||
Total plan assets
|
|
|
|
|
|
|
$
|
773.0
|
|
|
December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Mutual funds
|
$
|
107.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
107.1
|
|
Corporate bonds
|
—
|
|
|
259.4
|
|
|
—
|
|
|
259.4
|
|
||||
U.S. government securities
|
26.8
|
|
|
26.6
|
|
|
—
|
|
|
53.4
|
|
||||
International government securities
|
—
|
|
|
15.0
|
|
|
—
|
|
|
15.0
|
|
||||
Cash funds
|
18.2
|
|
|
—
|
|
|
—
|
|
|
18.2
|
|
||||
Real estate investment trusts
|
—
|
|
|
—
|
|
|
23.0
|
|
|
23.0
|
|
||||
Total assets at fair value
|
$
|
152.1
|
|
|
$
|
301.0
|
|
|
$
|
23.0
|
|
|
476.1
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assets measured at net asset value practical expedient
(1)
|
|
|
|
|
|
|
|
||||||||
Private mutual funds
|
|
|
|
|
|
|
183.9
|
|
|||||||
Common collective trusts
|
|
|
|
|
|
|
97.3
|
|
|||||||
|
|
|
|
|
|
|
281.2
|
|
|||||||
Total plan assets
|
|
|
|
|
|
|
$
|
757.3
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
54
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in millions)
|
||||||
Balance, beginning of year
|
$
|
23.0
|
|
|
$
|
30.2
|
|
Realized gains
|
1.8
|
|
|
3.2
|
|
||
Unrealized gains relating to investments still held at the reporting date
|
0.2
|
|
|
0.2
|
|
||
Purchases, sales and settlements, net
|
(10.9
|
)
|
|
(10.6
|
)
|
||
Balance, end of year
|
$
|
14.1
|
|
|
$
|
23.0
|
|
|
Pension Benefits
|
||
|
(Dollars in millions)
|
||
2017
|
$
|
61.7
|
|
2018
|
62.3
|
|
|
2019
|
62.2
|
|
|
2020
|
64.0
|
|
|
2021
|
65.1
|
|
|
Years 2022-2026
|
312.4
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
55
|
(19)
|
Stockholders’ Equity
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
56
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
57
|
(20)
|
Share-Based Compensation
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in millions)
|
||||||||||
Share-based compensation expense - equity classified awards
|
$
|
11.3
|
|
|
$
|
26.2
|
|
|
$
|
46.1
|
|
Share-based compensation expense - liability classified awards
|
1.5
|
|
|
2.0
|
|
|
0.7
|
|
|||
Total share-based compensation expense
|
12.8
|
|
|
28.2
|
|
|
46.8
|
|
|||
Tax benefit
|
—
|
|
|
—
|
|
|
17.3
|
|
|||
Share-based compensation expense, net of tax benefit
|
$
|
12.8
|
|
|
$
|
28.2
|
|
|
$
|
29.5
|
|
|
|
|
|
|
|
||||||
Cash received upon the exercise of stock options and from employee stock purchases
|
—
|
|
|
3.4
|
|
|
5.5
|
|
|||
Write-off tax benefits related to share-based compensation
|
—
|
|
|
—
|
|
|
(8.3
|
)
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
58
|
|
Year Ended
December 31,
2016
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||
Nonvested at December 31, 2015
|
306,931
|
|
|
$
|
184.09
|
|
Granted
|
7,847
|
|
|
7.75
|
|
|
Vested
|
(76,663
|
)
|
|
277.28
|
|
|
Forfeited
|
(30,076
|
)
|
|
167.68
|
|
|
Canceled
|
(11,295
|
)
|
|
82.49
|
|
|
Nonvested at December 31, 2016
|
196,744
|
|
|
$
|
151.72
|
|
|
Year Ended
December 31,
2016
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||
Nonvested at December 31, 2015
|
48,780
|
|
|
$
|
170.42
|
|
Granted
|
342,627
|
|
|
7.75
|
|
|
Vested
|
(23,220
|
)
|
|
149.84
|
|
|
Forfeited
|
(59,629
|
)
|
|
22.41
|
|
|
Nonvested at December 31, 2016
|
308,558
|
|
|
$
|
16.98
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
59
|
|
Year Ended
December 31,
2016
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Aggregate
Intrinsic
Value (in
millions)
|
|||||
Options Outstanding at December 31, 2015
|
240,428
|
|
|
$
|
388.16
|
|
|
6.28
|
|
$
|
—
|
|
Forfeited
|
(22,182
|
)
|
|
419.40
|
|
|
|
|
|
|
||
Options Outstanding at December 31, 2016
|
218,246
|
|
|
$
|
379.17
|
|
|
5.56
|
|
$
|
—
|
|
Vested and Exercisable
|
162,402
|
|
|
$
|
451.88
|
|
|
4.86
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Weighted-average fair value
|
$
|
43.66
|
|
|
$
|
110.70
|
|
Risk-free interest rate
|
1.7
|
%
|
|
1.7
|
%
|
||
Expected option life
|
5 years
|
|
|
5 years
|
|
||
Expected volatility
|
45.2
|
%
|
|
48.4
|
%
|
||
Dividend yield
|
2.4
|
%
|
|
1.7
|
%
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
60
|
|
Year Ended
December 31,
2016
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Nonvested at December 31, 2015
|
81,812
|
|
|
1.7
|
Forfeited
|
(5,916
|
)
|
|
|
Vested
|
(24,474
|
)
|
|
|
Nonvested at December 31, 2016
|
51,422
|
|
|
1.0
|
|
Year Ended December 31,
|
||||
|
2015
|
|
2014
|
||
Risk-free interest rate
|
1.1
|
%
|
|
0.8
|
%
|
Expected volatility
|
45.0
|
%
|
|
45.3
|
%
|
Dividend yield
|
2.4
|
%
|
|
1.7
|
%
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
61
|
(21)
|
Accumulated Other Comprehensive Loss
|
|
Foreign
Currency
Translation
Adjustment
|
|
Net
Actuarial Loss
Associated with
Postretirement
Plans and
Workers’
Compensation
Obligations
|
|
Prior Service
Credit (Cost) Associated
with
Postretirement
Plans
|
|
Cash Flow
Hedges
|
|
Available-For-Sale Securities
|
|
Total
Accumulated
Other
Comprehensive Loss
|
||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||
December 31, 2013
|
$
|
(70.5
|
)
|
|
$
|
(205.8
|
)
|
|
$
|
12.0
|
|
|
$
|
(155.7
|
)
|
|
$
|
0.8
|
|
|
$
|
(419.2
|
)
|
Net change in fair value
|
—
|
|
|
—
|
|
|
—
|
|
|
(195.0
|
)
|
|
(3.7
|
)
|
|
(198.7
|
)
|
||||||
Reclassification from other comprehensive income to earnings
|
—
|
|
|
31.0
|
|
|
1.7
|
|
|
(10.2
|
)
|
|
2.9
|
|
|
25.4
|
|
||||||
Current period change
|
(41.0
|
)
|
|
(142.7
|
)
|
|
11.4
|
|
|
—
|
|
|
—
|
|
|
(172.3
|
)
|
||||||
December 31, 2014
|
(111.5
|
)
|
|
(317.5
|
)
|
|
25.1
|
|
|
(360.9
|
)
|
|
—
|
|
|
(764.8
|
)
|
||||||
Net change in fair value
|
—
|
|
|
—
|
|
|
—
|
|
|
(131.3
|
)
|
|
—
|
|
|
(131.3
|
)
|
||||||
Reclassification from other comprehensive income to earnings
|
—
|
|
|
35.6
|
|
|
(3.7
|
)
|
|
251.7
|
|
|
—
|
|
|
283.6
|
|
||||||
Current period change
|
(34.9
|
)
|
|
18.1
|
|
|
10.4
|
|
|
—
|
|
|
—
|
|
|
(6.4
|
)
|
||||||
December 31, 2015
|
(146.4
|
)
|
|
(263.8
|
)
|
|
31.8
|
|
|
(240.5
|
)
|
|
—
|
|
|
(618.9
|
)
|
||||||
Net change in fair value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Reclassification from other comprehensive income to earnings
|
—
|
|
|
21.0
|
|
|
(5.6
|
)
|
|
146.3
|
|
|
—
|
|
|
161.7
|
|
||||||
Current period change
|
(1.8
|
)
|
|
(13.5
|
)
|
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
(19.8
|
)
|
||||||
December 31, 2016
|
$
|
(148.2
|
)
|
|
$
|
(256.3
|
)
|
|
$
|
21.7
|
|
|
$
|
(94.2
|
)
|
|
$
|
—
|
|
|
$
|
(477.0
|
)
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
62
|
|
|
Amount reclassified from accumulated other comprehensive loss
(1)
|
|
|
||||||
|
|
Year Ended December 31
|
|
|
||||||
Details about accumulated other comprehensive loss components
|
|
2016
|
|
2015
|
|
Affected line item in the consolidated statement of operations
|
||||
|
|
(Dollars in millions)
|
|
|
||||||
Net actuarial loss associated with postretirement plans and workers' compensation obligations:
|
|
|
|
|
|
|
||||
Postretirement health care and life insurance benefits
|
|
$
|
(20.4
|
)
|
|
$
|
(24.9
|
)
|
|
Operating costs and expenses
|
Defined benefit pension plans
|
|
(20.5
|
)
|
|
(32.9
|
)
|
|
Operating costs and expenses
|
||
Defined benefit pension plans
|
|
(4.2
|
)
|
|
(6.7
|
)
|
|
Selling and administrative expenses
|
||
Workers' compensation amortization
|
|
11.7
|
|
|
8.0
|
|
|
Operating costs and expenses
|
||
|
|
(33.4
|
)
|
|
(56.5
|
)
|
|
Total before income taxes
|
||
|
|
12.4
|
|
|
20.9
|
|
|
Income tax benefit
|
||
|
|
$
|
(21.0
|
)
|
|
$
|
(35.6
|
)
|
|
Total after income taxes
|
|
|
|
|
|
|
|
||||
Prior service credit (cost) associated with postretirement plans:
|
|
|
|
|
|
|
||||
Postretirement health care and life insurance benefits
|
|
$
|
9.2
|
|
|
$
|
6.8
|
|
|
Operating costs and expenses
|
Defined benefit pension plans
|
|
(0.3
|
)
|
|
(1.0
|
)
|
|
Operating costs and expenses
|
||
|
|
8.9
|
|
|
5.8
|
|
|
Total before income taxes
|
||
|
|
(3.3
|
)
|
|
(2.1
|
)
|
|
Income tax benefit
|
||
|
|
$
|
5.6
|
|
|
$
|
3.7
|
|
|
Total after income taxes
|
|
|
|
|
|
|
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
$
|
(145.6
|
)
|
|
$
|
(316.4
|
)
|
|
Operating costs and expenses
|
Fuel and explosives commodity swaps
|
|
(86.1
|
)
|
|
(120.4
|
)
|
|
Operating costs and expenses
|
||
Coal trading commodity futures, swaps and options
|
|
—
|
|
|
51.8
|
|
|
Other revenues
|
||
Insignificant items
|
|
(0.5
|
)
|
|
(0.7
|
)
|
|
|
||
|
|
(232.2
|
)
|
|
(385.7
|
)
|
|
Total before income taxes
|
||
|
|
85.9
|
|
|
134.0
|
|
|
Income tax provision
|
||
|
|
$
|
(146.3
|
)
|
|
$
|
(251.7
|
)
|
|
Total after income taxes
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
63
|
(22)
|
Resource Management, Acquisitions and Other Commercial Events
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
64
|
(23)
|
Earnings per Share (EPS)
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
65
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In millions, except per share amounts)
|
||||||||||
EPS numerator:
|
|
|
|
|
|
|
|
|
|||
Loss from continuing operations, net of income taxes
|
$
|
(674.3
|
)
|
|
$
|
(1,813.9
|
)
|
|
$
|
(749.1
|
)
|
Less: Net income attributable to noncontrolling interests
|
7.9
|
|
|
7.1
|
|
|
9.7
|
|
|||
Loss from continuing operations attributable to common stockholders, before allocation of earnings to participating securities
|
(682.2
|
)
|
|
(1,821.0
|
)
|
|
(758.8
|
)
|
|||
Less: Earnings allocated to participating securities
|
—
|
|
|
—
|
|
|
1.0
|
|
|||
Loss from continuing operations attributable to common
stockholders, after allocation of earnings to participating securities
|
(682.2
|
)
|
|
(1,821.0
|
)
|
|
(759.8
|
)
|
|||
Loss from discontinued operations attributable to common stockholders, after allocation of earnings to participating securities
|
(57.6
|
)
|
|
(175.0
|
)
|
|
(28.2
|
)
|
|||
Net loss attributable to common stockholders, after earnings
allocated to participating securities
|
$
|
(739.8
|
)
|
|
$
|
(1,996.0
|
)
|
|
$
|
(788.0
|
)
|
EPS denominator:
|
|
|
|
|
|
|
|
|
|||
Weighted average shares outstanding — basic and diluted
|
18.3
|
|
|
18.1
|
|
|
17.9
|
|
|||
Basic and diluted EPS attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|||
Loss from continuing operations
|
$
|
(37.30
|
)
|
|
$
|
(100.34
|
)
|
|
$
|
(42.52
|
)
|
Loss from discontinued operations
|
(3.15
|
)
|
|
(9.64
|
)
|
|
(1.57
|
)
|
|||
Net loss attributable to common stockholders
|
$
|
(40.45
|
)
|
|
$
|
(109.98
|
)
|
|
$
|
(44.09
|
)
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
66
|
Mine
|
|
Current Agreement Expiration Date
|
|
|
|
U. S.
|
|
|
Kayenta
(1)
|
|
September 2019
|
|
|
|
Australia
|
|
|
Owner-operated mines:
|
|
|
Wambo Open-Cut
|
|
December 2018
|
Wambo Underground
(2)
|
|
April 2017
|
North Goonyella
|
|
December 2018
|
Metropolitan
(3)
|
|
December 2016
|
Millennium
(4)
|
|
October 2015
|
Wilpinjong
(5)
|
|
May 2016
|
Coppabella
(6)
|
|
December 2016
|
Moorvale
(6)
|
|
October 2019
|
(1)
|
Hourly workers at the Company’s Kayenta Mine in Arizona are represented by the UMWA under the Western Surface Agreement, which is effective through September 16, 2019. This agreement covers approximately
8%
of the Company’s U.S. subsidiaries’ hourly employees, who generated approximately
4%
of the Company’s U.S. production during the year ended
December 31, 2016
.
|
(2)
|
Employees of the Company's Wambo Underground Mine operate under a separate labor agreement. That agreement expired in April 2015. The parties agreed to an initial rollover for 12 months through April 2016 and agreed to a further rollover for another 12 months through April 2017. There were no wage increases for the two rollover periods and there have been no disruptions to the operation of the site as a result of the expiration of the agreement. Hourly employees of this mine comprise approximately
8%
of the Company's Australian subsidiaries hourly employees, who generated approximately
10%
of the Company's Australian production during the year ended
December 31, 2016
.
|
(3)
|
Employees of the Company's Metropolitan mine operate under a separate labor agreement, which expired in September 2015. Negotiations progressed to a vote on the Company’s best offer in November 2015, which was rejected by the employees. The parties agreed to hold off on any further negotiations until the Company's emergence from the Chapter 11 Cases, expected to occur in early April 2017. There were no wage increases during this period and there have been no disruptions to the operation of the site as a result of the expiration of the agreement. There is also a Deputy labor agreement which expired in September 2015. The parties agreed to a rollover for 18 months through to December 2016. Negotiations resumed in January 2017 for a new labor agreement. There have been no disruptions to the operations of the site as a result of the expiration of the agreement. Hourly employees of this mine comprise approximately
11%
of the Company's Australian subsidiaries hourly employees, who generated approximately
6%
of the Company's Australian production during the year ended
December 31, 2016
.
|
(4)
|
Employees of the Company's Millennium mine operate under a separate labor agreement. Negotiations have been ongoing for an extended period of time, where employees rejected the Company's offers in July 2016 and again in November 2016. After the second unsuccessful vote the Company informed employees it was in the process of applying for the agreement to be terminated. Employees requested the Company to vote again on the second rejected agreement with the intent to accept the offer, 70% of employees voted and accepted the offer late January 2017. The agreement was approved by the Fair Work Commission in early March 2017. Hourly employees of this mine comprise approximately
16%
of the Company's Australian subsidiaries hourly employees, who generated approximately
11%
of the Company's Australian production during the year ended
December 31, 2016
.
|
(5)
|
Employees of the Company's Wilpinjong Mine operate under an enterprise agreement. Negotiations to replace the enterprise agreement that nominally expired in May 2016 commenced in April 2016. In January 2017 the workforce formally rejected Wilpinjong’s proposed replacement agreement and good faith negotiations are now continuing. Hourly employees of this mine comprise approximately
18%
of the Company's Australian subsidiaries hourly employees, who generated approximately
42%
of the Company's Australian production during the year ended
December 31, 2016
.
|
(6)
|
Employees of the Company's Coppabella/Moorvale Coal Handling and Preparation Plant facility previously operated under a separate enterprise agreement. As a result of the latest negotiation process the Company was successful in its application to terminate the agreement. The negotiations resulted in the Coppabella employees requesting to be employed on individual salaried contracts (rather than a labor agreement) and the Moorvale employees accepted the Company's final offer. The Moorevale agreement expires in October 2019. Hourly employees of this mine comprise approximately
28%
of the Company's Australian subsidiaries hourly employees, who generated approximately
13%
of the Company's Australian production during the year ended
December 31, 2016
.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
67
|
(25)
|
Financial Instruments, Guarantees With Off-Balance-Sheet Risk and Other Guarantees
|
|
Reclamation
Bonding Requirements
|
|
Coal Lease
Obligations
|
|
Workers’
Compensation
Obligations
|
|
Other
(1)
|
|
Total
(2)
|
|
Cash Collateral in Support of Financial Instruments
|
||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||
Self bonding
|
$
|
1,094.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,094.2
|
|
|
$
|
—
|
|
Surety bonds
(3)
|
319.6
|
|
|
94.0
|
|
|
19.1
|
|
|
15.5
|
|
|
448.2
|
|
|
64.5
|
|
||||||
Bank guarantees
|
54.7
|
|
|
—
|
|
|
—
|
|
|
24.5
|
|
|
79.2
|
|
|
83.8
|
|
||||||
Other
(4)
|
233.2
|
|
|
—
|
|
|
42.7
|
|
|
118.0
|
|
|
393.9
|
|
|
233.2
|
|
||||||
Total
|
$
|
1,701.7
|
|
|
$
|
94.0
|
|
|
$
|
61.8
|
|
|
$
|
158.0
|
|
|
$
|
2,015.5
|
|
|
$
|
381.5
|
|
(1)
|
Other includes the
$37.0 million
in letters of credit related to the PBGC, as described below, and an additional
$121.0 million
in bank guarantees, letters of credit and surety bonds related to road maintenance, performance guarantees and other operations.
|
(2)
|
Letters of credit held as collateral in support of surety bonds at December 31, 2016 were
$48.0 million
and are not reflected in the table above.
|
(3)
|
A total of
$72.6 million
of letters of credit issued as collateral to support surety bonds related to Patriot have been excluded from above as they no longer represent off-balance sheet obligations as discussed in Note 27. "Matters Related to the Bankruptcy of Patriot Coal Corporation".
|
(4)
|
Other under the "Reclamation Bonding Requirements" header represents the amount of reclamation bonding requirements for our Australian Mining operations that were not otherwise supported by bank guarantees. Such amounts were supported by cash collateral held by the applicable state agency.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
68
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
69
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
70
|
(26)
|
Commitments and Contingencies
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
71
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
72
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
73
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
74
|
(27)
|
Matters Related to the Bankruptcy of Patriot Coal Corporation
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
75
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
76
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
77
|
(28)
|
Summary of Quarterly Financial Information (Unaudited)
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(In millions, except per share data)
|
||||||||||||||
Revenues
|
$
|
1,027.2
|
|
|
$
|
1,040.2
|
|
|
$
|
1,207.1
|
|
|
$
|
1,440.8
|
|
Operating loss
|
(102.7
|
)
|
|
(107.7
|
)
|
|
(21.6
|
)
|
|
(44.9
|
)
|
||||
Loss from continuing operations, net of income taxes
|
(161.7
|
)
|
|
(230.8
|
)
|
|
(95.6
|
)
|
|
(186.2
|
)
|
||||
Net loss
|
(165.1
|
)
|
|
(233.8
|
)
|
|
(133.7
|
)
|
|
(199.3
|
)
|
||||
Net loss attributable to common stockholders
|
(165.1
|
)
|
|
(235.5
|
)
|
|
(135.5
|
)
|
|
(203.7
|
)
|
||||
Basic and diluted EPS — continuing operations
(1)
|
$
|
(8.85
|
)
|
|
$
|
(12.71
|
)
|
|
$
|
(5.32
|
)
|
|
$
|
(10.42
|
)
|
Weighted average shares used in calculating basic and diluted EPS
|
18.3
|
|
|
18.3
|
|
|
18.3
|
|
|
18.3
|
|
(1)
|
EPS for the quarters may not sum to the amounts for the year as each period is computed on a discrete basis.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
78
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(In millions, except per share data)
|
||||||||||||||
Revenues
|
$
|
1,537.9
|
|
|
$
|
1,339.3
|
|
|
$
|
1,418.9
|
|
|
$
|
1,313.1
|
|
Operating profit (loss)
|
2.2
|
|
|
(975.8
|
)
|
|
(20.4
|
)
|
|
(470.8
|
)
|
||||
Loss from continuing operations, net of income taxes
|
(164.4
|
)
|
|
(1,007.2
|
)
|
|
(144.4
|
)
|
|
(497.9
|
)
|
||||
Net loss
|
(173.3
|
)
|
|
(1,043.5
|
)
|
|
(301.9
|
)
|
|
(470.2
|
)
|
||||
Net loss attributable to common stockholders
|
(176.6
|
)
|
|
(1,045.3
|
)
|
|
(304.7
|
)
|
|
(469.4
|
)
|
||||
Basic and diluted EPS — continuing operations
(1)
|
$
|
(9.31
|
)
|
|
$
|
(55.59
|
)
|
|
$
|
(8.08
|
)
|
|
$
|
(27.28
|
)
|
Weighted average shares used in calculating basic and diluted EPS
|
18.0
|
|
|
18.2
|
|
|
18.2
|
|
|
18.2
|
|
(1)
|
EPS for the quarters may not sum to the amounts for the year as each period is computed on a discrete basis.
|
(29)
|
Segment and Geographic Information
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
79
|
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining
|
|
Western
U.S. Mining
|
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
|
Trading and
Brokerage
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
Revenues
|
$
|
1,473.3
|
|
|
$
|
792.5
|
|
|
$
|
526.0
|
|
|
$
|
1,090.4
|
|
|
$
|
824.9
|
|
|
$
|
(10.9
|
)
|
|
$
|
19.1
|
|
|
$
|
4,715.3
|
|
Adjusted EBITDA
|
379.9
|
|
|
217.3
|
|
|
101.6
|
|
|
(16.3
|
)
|
|
217.6
|
|
|
(72.2
|
)
|
|
(335.7
|
)
|
|
492.2
|
|
||||||||
Additions to property, plant, equipment and mine development
|
33.0
|
|
|
18.7
|
|
|
20.8
|
|
|
29.9
|
|
|
22.1
|
|
|
—
|
|
|
2.1
|
|
|
126.6
|
|
||||||||
Federal coal lease expenditures
|
248.4
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
249.0
|
|
||||||||
Income from equity affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.2
|
)
|
|
(16.2
|
)
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
80
|
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining
|
|
Western
U.S. Mining
|
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
|
Trading and
Brokerage
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
Revenues
|
$
|
1,865.9
|
|
|
$
|
981.2
|
|
|
$
|
682.3
|
|
|
$
|
1,181.9
|
|
|
$
|
823.5
|
|
|
$
|
42.8
|
|
|
$
|
31.6
|
|
|
$
|
5,609.2
|
|
Adjusted EBITDA
|
482.9
|
|
|
269.7
|
|
|
184.6
|
|
|
(18.2
|
)
|
|
193.6
|
|
|
27.0
|
|
|
(705.0
|
)
|
|
434.6
|
|
||||||||
Additions to property, plant, equipment and mine development
|
15.0
|
|
|
51.3
|
|
|
19.3
|
|
|
25.5
|
|
|
13.6
|
|
|
—
|
|
|
2.1
|
|
|
126.8
|
|
||||||||
Federal coal lease expenditures
|
276.9
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
277.2
|
|
||||||||
Loss from equity affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.9
|
|
|
15.9
|
|
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining
|
|
Western
U.S. Mining
|
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
|
Trading and
Brokerage
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
Revenues
|
$
|
1,922.9
|
|
|
$
|
1,198.1
|
|
|
$
|
902.8
|
|
|
$
|
1,613.8
|
|
|
$
|
1,058.0
|
|
|
$
|
58.4
|
|
|
$
|
38.2
|
|
|
$
|
6,792.2
|
|
Adjusted EBITDA
|
509.0
|
|
|
306.9
|
|
|
266.9
|
|
|
(151.1
|
)
|
|
264.1
|
|
|
14.9
|
|
|
(396.7
|
)
|
|
814.0
|
|
||||||||
Additions to property, plant, equipment and mine development
|
19.7
|
|
|
57.4
|
|
|
18.2
|
|
|
53.9
|
|
|
30.2
|
|
|
—
|
|
|
15.0
|
|
|
194.4
|
|
||||||||
Federal coal lease expenditures
|
276.5
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
276.7
|
|
||||||||
Loss from equity affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
107.6
|
|
|
107.6
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
81
|
|
U.S. Mining
|
|
Australian Mining
|
|
Trading and
Brokerage
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Total assets
|
$
|
4,255.9
|
|
|
$
|
5,402.2
|
|
|
$
|
128.7
|
|
|
$
|
1,990.9
|
|
|
$
|
11,777.7
|
|
Property, plant, equipment and mine development, net
|
3,970.6
|
|
|
3,905.8
|
|
|
0.2
|
|
|
900.1
|
|
|
8,776.7
|
|
|
U.S. Mining
|
|
Australian Mining
|
|
Trading and
Brokerage
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Total assets
|
$
|
4,105.8
|
|
|
$
|
5,319.9
|
|
|
$
|
217.2
|
|
|
$
|
1,304.0
|
|
|
$
|
10,946.9
|
|
Property, plant, equipment and mine development, net
|
3,854.5
|
|
|
4,469.6
|
|
|
0.5
|
|
|
933.9
|
|
|
9,258.5
|
|
|
U.S. Mining
|
|
Australian Mining
|
|
Trading and
Brokerage
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Total assets
|
$
|
4,099.1
|
|
|
$
|
6,623.9
|
|
|
$
|
300.7
|
|
|
$
|
2,167.4
|
|
|
$
|
13,191.1
|
|
Property, plant, equipment and mine development, net
|
3,739.9
|
|
|
5,503.7
|
|
|
1.1
|
|
|
1,332.6
|
|
|
10,577.3
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in millions)
|
||||||||||
Loss from continuing operations, net of income taxes
|
$
|
(674.3
|
)
|
|
$
|
(1,813.9
|
)
|
|
$
|
(749.1
|
)
|
Depreciation, depletion and amortization
|
465.4
|
|
|
572.2
|
|
|
655.7
|
|
|||
Asset retirement obligation expenses
|
41.8
|
|
|
45.5
|
|
|
81.0
|
|
|||
Selling and administrative expenses related to debt restructuring
|
21.5
|
|
|
—
|
|
|
—
|
|
|||
Asset impairment
|
247.9
|
|
|
1,277.8
|
|
|
154.4
|
|
|||
Change in deferred tax asset valuation allowance related to equity affiliates
|
(7.5
|
)
|
|
(1.0
|
)
|
|
52.3
|
|
|||
Amortization of basis difference related to equity affiliates
|
—
|
|
|
4.9
|
|
|
5.7
|
|
|||
Interest expense
|
298.6
|
|
|
465.4
|
|
|
426.6
|
|
|||
Loss on early debt extinguishment
|
29.5
|
|
|
67.8
|
|
|
1.6
|
|
|||
Interest income
|
(5.7
|
)
|
|
(7.7
|
)
|
|
(15.4
|
)
|
|||
Reorganization items, net
|
159.0
|
|
|
—
|
|
|
—
|
|
|||
Income tax (benefit) provision
|
(84.0
|
)
|
|
(176.4
|
)
|
|
201.2
|
|
|||
Total Adjusted EBITDA
|
$
|
492.2
|
|
|
$
|
434.6
|
|
|
$
|
814.0
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
82
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
U.S.
|
54.7
|
%
|
|
57.4
|
%
|
|
59.5
|
%
|
Japan
|
6.9
|
%
|
|
8.1
|
%
|
|
9.5
|
%
|
China
|
5.4
|
%
|
|
7.1
|
%
|
|
6.1
|
%
|
South Korea
|
1.5
|
%
|
|
4.1
|
%
|
|
5.2
|
%
|
Other
|
31.5
|
%
|
|
23.3
|
%
|
|
19.7
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
(30)
|
Supplemental Guarantor/Non-Guarantor Financial Information
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
83
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Total revenues
|
$
|
—
|
|
|
$
|
2,830.0
|
|
|
$
|
2,189.8
|
|
|
$
|
(304.5
|
)
|
|
$
|
4,715.3
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating costs and expenses (exclusive of items shown separately below)
|
172.9
|
|
|
2,172.4
|
|
|
2,066.8
|
|
|
(304.5
|
)
|
|
4,107.6
|
|
|||||
Depreciation, depletion and amortization
|
—
|
|
|
217.4
|
|
|
248.0
|
|
|
—
|
|
|
465.4
|
|
|||||
Asset retirement obligation expenses
|
—
|
|
|
15.8
|
|
|
26.0
|
|
|
—
|
|
|
41.8
|
|
|||||
Selling and administrative expenses
|
12.8
|
|
|
126.5
|
|
|
14.1
|
|
|
—
|
|
|
153.4
|
|
|||||
Restructuring charges
|
—
|
|
|
11.9
|
|
|
3.6
|
|
|
—
|
|
|
15.5
|
|
|||||
Other operating (income) loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net gain on disposal of assets
|
—
|
|
|
(21.4
|
)
|
|
(1.8
|
)
|
|
—
|
|
|
(23.2
|
)
|
|||||
Asset impairment
|
—
|
|
|
37.5
|
|
|
210.4
|
|
|
—
|
|
|
247.9
|
|
|||||
Loss from equity affiliates and investment in subsidiaries
|
185.0
|
|
|
4.5
|
|
|
(20.7
|
)
|
|
(185.0
|
)
|
|
(16.2
|
)
|
|||||
Interest expense
|
288.6
|
|
|
19.6
|
|
|
24.4
|
|
|
(34.0
|
)
|
|
298.6
|
|
|||||
Loss on early debt extinguishment
|
29.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29.5
|
|
|||||
Interest income
|
(0.2
|
)
|
|
(4.8
|
)
|
|
(34.7
|
)
|
|
34.0
|
|
|
(5.7
|
)
|
|||||
Reorganization items, net
|
73.4
|
|
|
82.1
|
|
|
3.5
|
|
|
—
|
|
|
159.0
|
|
|||||
(Loss) income from continuing operations before income taxes
|
(762.0
|
)
|
|
168.5
|
|
|
(349.8
|
)
|
|
185.0
|
|
|
(758.3
|
)
|
|||||
Income tax (benefit) provision
|
(84.6
|
)
|
|
(11.0
|
)
|
|
11.6
|
|
|
—
|
|
|
(84.0
|
)
|
|||||
(Loss) income from continuing operations, net of income taxes
|
(677.4
|
)
|
|
179.5
|
|
|
(361.4
|
)
|
|
185.0
|
|
|
(674.3
|
)
|
|||||
(Loss) income from discontinued operations, net of income taxes
|
(62.4
|
)
|
|
(0.1
|
)
|
|
4.9
|
|
|
—
|
|
|
(57.6
|
)
|
|||||
Net (loss) income
|
(739.8
|
)
|
|
179.4
|
|
|
(356.5
|
)
|
|
185.0
|
|
|
(731.9
|
)
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
|||||
Net (loss) income attributable to common stockholders
|
$
|
(739.8
|
)
|
|
$
|
179.4
|
|
|
$
|
(364.4
|
)
|
|
$
|
185.0
|
|
|
$
|
(739.8
|
)
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
84
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Total revenues
|
$
|
—
|
|
|
$
|
3,535.3
|
|
|
$
|
2,535.3
|
|
|
$
|
(461.4
|
)
|
|
$
|
5,609.2
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating costs and expenses (exclusive of items shown separately below)
|
436.6
|
|
|
2,782.6
|
|
|
2,249.9
|
|
|
(461.4
|
)
|
|
5,007.7
|
|
|||||
Depreciation, depletion and amortization
|
—
|
|
|
249.7
|
|
|
322.5
|
|
|
—
|
|
|
572.2
|
|
|||||
Asset retirement obligation expenses
|
—
|
|
|
13.2
|
|
|
32.3
|
|
|
—
|
|
|
45.5
|
|
|||||
Selling and administrative expenses
|
32.1
|
|
|
132.6
|
|
|
11.7
|
|
|
—
|
|
|
176.4
|
|
|||||
Restructuring charges
|
(3.9
|
)
|
|
11.4
|
|
|
16.0
|
|
|
—
|
|
|
23.5
|
|
|||||
Other operating (income) loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net gain on disposal of assets
|
(2.3
|
)
|
|
(29.8
|
)
|
|
(12.9
|
)
|
|
—
|
|
|
(45.0
|
)
|
|||||
Asset impairment
|
—
|
|
|
308.6
|
|
|
969.2
|
|
|
—
|
|
|
1,277.8
|
|
|||||
Loss from equity affiliates and investment in subsidiaries
|
933.9
|
|
|
6.9
|
|
|
9.0
|
|
|
(933.9
|
)
|
|
15.9
|
|
|||||
Interest expense
|
468.4
|
|
|
19.6
|
|
|
24.7
|
|
|
(47.3
|
)
|
|
465.4
|
|
|||||
Loss on early debt extinguishment
|
67.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67.8
|
|
|||||
Interest income
|
(14.0
|
)
|
|
(2.4
|
)
|
|
(38.6
|
)
|
|
47.3
|
|
|
(7.7
|
)
|
|||||
(Loss) income from continuing operations before income taxes
|
(1,918.6
|
)
|
|
42.9
|
|
|
(1,048.5
|
)
|
|
933.9
|
|
|
(1,990.3
|
)
|
|||||
Income tax (benefit) provision
|
(87.4
|
)
|
|
(108.2
|
)
|
|
19.2
|
|
|
—
|
|
|
(176.4
|
)
|
|||||
(Loss) income from continuing operations, net of income taxes
|
(1,831.2
|
)
|
|
151.1
|
|
|
(1,067.7
|
)
|
|
933.9
|
|
|
(1,813.9
|
)
|
|||||
(Loss) income from discontinued operations, net of income taxes
|
(164.8
|
)
|
|
1.6
|
|
|
(11.8
|
)
|
|
—
|
|
|
(175.0
|
)
|
|||||
Net (loss) income
|
(1,996.0
|
)
|
|
152.7
|
|
|
(1,079.5
|
)
|
|
933.9
|
|
|
(1,988.9
|
)
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
0.8
|
|
|
6.3
|
|
|
—
|
|
|
7.1
|
|
|||||
Net (loss) income attributable to common stockholders
|
$
|
(1,996.0
|
)
|
|
$
|
151.9
|
|
|
$
|
(1,085.8
|
)
|
|
$
|
933.9
|
|
|
$
|
(1,996.0
|
)
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
85
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Total revenues
|
$
|
—
|
|
|
$
|
4,063.8
|
|
|
$
|
3,311.7
|
|
|
$
|
(583.3
|
)
|
|
$
|
6,792.2
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating costs and expenses (exclusive of items shown separately below)
|
49.6
|
|
|
3,121.9
|
|
|
3,128.7
|
|
|
(583.3
|
)
|
|
5,716.9
|
|
|||||
Depreciation, depletion and amortization
|
—
|
|
|
271.0
|
|
|
384.7
|
|
|
—
|
|
|
655.7
|
|
|||||
Asset retirement obligation expenses
|
—
|
|
|
23.2
|
|
|
57.8
|
|
|
—
|
|
|
81.0
|
|
|||||
Selling and administrative expenses
|
46.8
|
|
|
161.1
|
|
|
19.2
|
|
|
—
|
|
|
227.1
|
|
|||||
Restructuring and pension settlement charges
|
—
|
|
|
26.0
|
|
|
—
|
|
|
—
|
|
|
26.0
|
|
|||||
Other operating (income) loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net gain on disposal of assets
|
—
|
|
|
(17.7
|
)
|
|
(23.7
|
)
|
|
—
|
|
|
(41.4
|
)
|
|||||
Asset impairment
|
4.7
|
|
|
63.3
|
|
|
86.4
|
|
|
—
|
|
|
154.4
|
|
|||||
Loss from equity affiliates and investment in subsidiaries
|
128.5
|
|
|
7.6
|
|
|
100.0
|
|
|
(128.5
|
)
|
|
107.6
|
|
|||||
Interest expense
|
423.1
|
|
|
19.5
|
|
|
34.3
|
|
|
(50.3
|
)
|
|
426.6
|
|
|||||
Loss on early debt extinguishment
|
1.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|||||
Interest income
|
(15.3
|
)
|
|
(2.9
|
)
|
|
(47.5
|
)
|
|
50.3
|
|
|
(15.4
|
)
|
|||||
(Loss) income from continuing operations before income taxes
|
(639.0
|
)
|
|
390.8
|
|
|
(428.2
|
)
|
|
128.5
|
|
|
(547.9
|
)
|
|||||
Income tax provision
|
116.4
|
|
|
23.7
|
|
|
61.1
|
|
|
—
|
|
|
201.2
|
|
|||||
(Loss) income from continuing operations, net of income taxes
|
(755.4
|
)
|
|
367.1
|
|
|
(489.3
|
)
|
|
128.5
|
|
|
(749.1
|
)
|
|||||
(Loss) income from discontinued operations, net of income taxes
|
(31.6
|
)
|
|
(7.2
|
)
|
|
10.6
|
|
|
—
|
|
|
(28.2
|
)
|
|||||
Net (loss) income
|
(787.0
|
)
|
|
359.9
|
|
|
(478.7
|
)
|
|
128.5
|
|
|
(777.3
|
)
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
5.2
|
|
|
4.5
|
|
|
—
|
|
|
9.7
|
|
|||||
Net (loss) income attributable to common stockholders
|
$
|
(787.0
|
)
|
|
$
|
354.7
|
|
|
$
|
(483.2
|
)
|
|
$
|
128.5
|
|
|
$
|
(787.0
|
)
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
86
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Net (loss) income
|
$
|
(739.8
|
)
|
|
$
|
179.4
|
|
|
$
|
(356.5
|
)
|
|
$
|
185.0
|
|
|
$
|
(731.9
|
)
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net unrealized gains on cash flow hedges (net of $85.9 tax provision)
|
|
|
|
|
|
|
|
|
|
||||||||||
(Decrease) increase in fair value of cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Reclassification for realized losses included in net (loss) income
|
146.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146.3
|
|
|||||
Net unrealized gains on cash flow hedges
|
146.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146.3
|
|
|||||
Postretirement plans and workers' compensation obligations (net of $1.5 tax benefit)
|
|
|
|
|
|
|
|
|
|
||||||||||
Prior service cost for the period
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|||||
Net actuarial gain (loss) for the period
|
8.9
|
|
|
(22.4
|
)
|
|
—
|
|
|
—
|
|
|
(13.5
|
)
|
|||||
Amortization of actuarial (loss) gain and prior service cost included in net (loss) income
|
(6.1
|
)
|
|
21.5
|
|
|
—
|
|
|
—
|
|
|
15.4
|
|
|||||
Postretirement plans and workers' compensation obligations
|
2.8
|
|
|
(5.4
|
)
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
(1.8
|
)
|
|||||
Other comprehensive loss from investment in subsidiaries
|
(7.2
|
)
|
|
—
|
|
|
—
|
|
|
7.2
|
|
|
—
|
|
|||||
Other comprehensive income (loss), net of income taxes
|
141.9
|
|
|
(5.4
|
)
|
|
(1.8
|
)
|
|
7.2
|
|
|
141.9
|
|
|||||
Comprehensive (loss) income
|
(597.9
|
)
|
|
174.0
|
|
|
(358.3
|
)
|
|
192.2
|
|
|
(590.0
|
)
|
|||||
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
|||||
Comprehensive (loss) income attributable to common stockholders
|
$
|
(597.9
|
)
|
|
$
|
174.0
|
|
|
$
|
(366.2
|
)
|
|
$
|
192.2
|
|
|
$
|
(597.9
|
)
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
87
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Net (loss) income
|
$
|
(1,996.0
|
)
|
|
$
|
152.7
|
|
|
$
|
(1,079.5
|
)
|
|
$
|
933.9
|
|
|
$
|
(1,988.9
|
)
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in unrealized losses on available-for-sale securities (net of $0.1 tax benefit)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net unrealized gains (losses) on cash flow hedges (net of $72.2 tax provision)
|
|
|
|
|
|
|
|
|
|
||||||||||
(Decrease) increase in fair value of cash flow hedges
|
(137.1
|
)
|
|
—
|
|
|
5.8
|
|
|
—
|
|
|
(131.3
|
)
|
|||||
Reclassification for realized losses (gains) included in net (loss) income
|
292.1
|
|
|
—
|
|
|
(40.4
|
)
|
|
—
|
|
|
251.7
|
|
|||||
Net unrealized gains (losses) on cash flow hedges
|
155.0
|
|
|
—
|
|
|
(34.6
|
)
|
|
—
|
|
|
120.4
|
|
|||||
Postretirement plans and workers' compensation obligations (net of $36.2 tax provision)
|
|
|
|
|
|
|
|
|
|
||||||||||
Prior service credit for the period
|
—
|
|
|
10.4
|
|
|
—
|
|
|
—
|
|
|
10.4
|
|
|||||
Net actuarial gain for the period
|
5.5
|
|
|
12.6
|
|
|
—
|
|
|
—
|
|
|
18.1
|
|
|||||
Amortization of actuarial loss (gain) and prior service cost included in net (loss) income
|
7.2
|
|
|
37.3
|
|
|
(12.6
|
)
|
|
—
|
|
|
31.9
|
|
|||||
Postretirement plans and workers' compensation obligations
|
12.7
|
|
|
60.3
|
|
|
(12.6
|
)
|
|
—
|
|
|
60.4
|
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(34.9
|
)
|
|
—
|
|
|
(34.9
|
)
|
|||||
Other comprehensive loss from investment in subsidiaries
|
(21.8
|
)
|
|
—
|
|
|
—
|
|
|
21.8
|
|
|
—
|
|
|||||
Other comprehensive income (loss), net of income taxes
|
145.9
|
|
|
60.3
|
|
|
(82.1
|
)
|
|
21.8
|
|
|
145.9
|
|
|||||
Comprehensive (loss) income
|
(1,850.1
|
)
|
|
213.0
|
|
|
(1,161.6
|
)
|
|
955.7
|
|
|
(1,843.0
|
)
|
|||||
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
0.8
|
|
|
6.3
|
|
|
—
|
|
|
7.1
|
|
|||||
Comprehensive (loss) income attributable to common stockholders
|
$
|
(1,850.1
|
)
|
|
$
|
212.2
|
|
|
$
|
(1,167.9
|
)
|
|
$
|
955.7
|
|
|
$
|
(1,850.1
|
)
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
88
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Net (loss) income
|
$
|
(787.0
|
)
|
|
$
|
359.9
|
|
|
$
|
(478.7
|
)
|
|
$
|
128.5
|
|
|
$
|
(777.3
|
)
|
Other comprehensive loss, net of income taxes:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in unrealized losses on available-for-sale securities (net of $0.5 tax benefit)
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized holding losses on available-for-sale securities
|
(3.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
|||||
Reclassification for realized losses included in net (loss) income
|
2.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|||||
Net change in unrealized losses on available-for-sale securities
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|||||
Net unrealized losses on cash flow hedges (net of $54.6 tax benefit)
|
|
|
|
|
|
|
|
|
|
||||||||||
(Decrease) increase in fair value of cash flow hedges
|
(225.9
|
)
|
|
—
|
|
|
30.9
|
|
|
—
|
|
|
(195.0
|
)
|
|||||
Reclassification for realized losses (gains) included in net (loss) income
|
31.3
|
|
|
—
|
|
|
(41.5
|
)
|
|
—
|
|
|
(10.2
|
)
|
|||||
Net unrealized losses on cash flow hedges
|
(194.6
|
)
|
|
—
|
|
|
(10.6
|
)
|
|
—
|
|
|
(205.2
|
)
|
|||||
Postretirement plans and workers' compensation obligations (net of $10.3 tax benefit)
|
|
|
|
|
|
|
|
|
|
||||||||||
Prior service credit for the period
|
—
|
|
|
11.4
|
|
|
—
|
|
|
—
|
|
|
11.4
|
|
|||||
Net actuarial (loss) gain for the period
|
—
|
|
|
(152.6
|
)
|
|
9.9
|
|
|
—
|
|
|
(142.7
|
)
|
|||||
Amortization of actuarial loss (gain) and prior service cost included in net (loss) income
|
—
|
|
|
41.4
|
|
|
(8.7
|
)
|
|
—
|
|
|
32.7
|
|
|||||
Postretirement plans and workers' compensation obligations
|
—
|
|
|
(99.8
|
)
|
|
1.2
|
|
|
—
|
|
|
(98.6
|
)
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(41.0
|
)
|
|
—
|
|
|
(41.0
|
)
|
|||||
Other comprehensive income from investment in subsidiaries
|
(150.2
|
)
|
|
—
|
|
|
—
|
|
|
150.2
|
|
|
—
|
|
|||||
Other comprehensive loss, net of income taxes
|
(345.6
|
)
|
|
(99.8
|
)
|
|
(50.4
|
)
|
|
150.2
|
|
|
(345.6
|
)
|
|||||
Comprehensive (loss) income
|
(1,132.6
|
)
|
|
260.1
|
|
|
(529.1
|
)
|
|
278.7
|
|
|
(1,122.9
|
)
|
|||||
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
5.2
|
|
|
4.5
|
|
|
—
|
|
|
9.7
|
|
|||||
Comprehensive (loss) income attributable to common stockholders
|
$
|
(1,132.6
|
)
|
|
$
|
254.9
|
|
|
$
|
(533.6
|
)
|
|
$
|
278.7
|
|
|
$
|
(1,132.6
|
)
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
89
|
|
December 31, 2016
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
266.6
|
|
|
$
|
107.0
|
|
|
$
|
498.7
|
|
|
$
|
—
|
|
|
$
|
872.3
|
|
Restricted cash
|
13.8
|
|
|
—
|
|
|
40.5
|
|
|
—
|
|
|
54.3
|
|
|||||
Accounts receivable, net
|
—
|
|
|
5.1
|
|
|
467.9
|
|
|
—
|
|
|
473.0
|
|
|||||
Receivables from affiliates, net
|
899.9
|
|
|
—
|
|
|
783.0
|
|
|
(1,682.9
|
)
|
|
—
|
|
|||||
Inventories
|
—
|
|
|
76.8
|
|
|
126.9
|
|
|
—
|
|
|
203.7
|
|
|||||
Assets from coal trading activities, net
|
—
|
|
|
0.9
|
|
|
—
|
|
|
(0.2
|
)
|
|
0.7
|
|
|||||
Other current assets
|
19.1
|
|
|
51.2
|
|
|
416.3
|
|
|
—
|
|
|
486.6
|
|
|||||
Total current assets
|
1,199.4
|
|
|
241.0
|
|
|
2,333.3
|
|
|
(1,683.1
|
)
|
|
2,090.6
|
|
|||||
Property, plant, equipment and mine development, net
|
—
|
|
|
4,381.6
|
|
|
4,395.1
|
|
|
—
|
|
|
8,776.7
|
|
|||||
Deferred income taxes
|
—
|
|
|
15.8
|
|
|
—
|
|
|
(15.8
|
)
|
|
—
|
|
|||||
Investments and other assets
|
8,652.0
|
|
|
3.8
|
|
|
626.5
|
|
|
(8,371.9
|
)
|
|
910.4
|
|
|||||
Notes receivable from affiliates, net
|
—
|
|
|
1,036.3
|
|
|
—
|
|
|
(1,036.3
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
9,851.4
|
|
|
$
|
5,678.5
|
|
|
$
|
7,354.9
|
|
|
$
|
(11,107.1
|
)
|
|
$
|
11,777.7
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
19.3
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
20.2
|
|
Payables to affiliates, net
|
—
|
|
|
1,682.9
|
|
|
—
|
|
|
(1,682.9
|
)
|
|
—
|
|
|||||
Liabilities from coal trading activities, net
|
—
|
|
|
—
|
|
|
1.4
|
|
|
(0.2
|
)
|
|
1.2
|
|
|||||
Accounts payable and accrued expenses
|
58.9
|
|
|
439.3
|
|
|
492.2
|
|
|
—
|
|
|
990.4
|
|
|||||
Total current liabilities
|
58.9
|
|
|
2,141.5
|
|
|
494.5
|
|
|
(1,683.1
|
)
|
|
1,011.8
|
|
|||||
Deferred income taxes
|
28.0
|
|
|
—
|
|
|
5.4
|
|
|
(15.8
|
)
|
|
17.6
|
|
|||||
Notes payable to affiliates, net
|
1,032.5
|
|
|
—
|
|
|
3.8
|
|
|
(1,036.3
|
)
|
|
—
|
|
|||||
Other noncurrent liabilities
|
160.4
|
|
|
1,330.3
|
|
|
479.6
|
|
|
—
|
|
|
1,970.3
|
|
|||||
Total liabilities not subject to compromise
|
1,279.8
|
|
|
3,471.8
|
|
|
983.3
|
|
|
(2,735.2
|
)
|
|
2,999.7
|
|
|||||
Liabilities subject to compromise
|
8,241.4
|
|
|
184.2
|
|
|
14.6
|
|
|
—
|
|
|
8,440.2
|
|
|||||
Total liabilities
|
9,521.2
|
|
|
3,656.0
|
|
|
997.9
|
|
|
(2,735.2
|
)
|
|
11,439.9
|
|
|||||
Peabody Energy Corporation stockholders’ equity
|
330.2
|
|
|
2,022.5
|
|
|
6,349.4
|
|
|
(8,371.9
|
)
|
|
330.2
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
7.6
|
|
|
—
|
|
|
7.6
|
|
|||||
Total stockholders’ equity
|
330.2
|
|
|
2,022.5
|
|
|
6,357.0
|
|
|
(8,371.9
|
)
|
|
337.8
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
9,851.4
|
|
|
$
|
5,678.5
|
|
|
$
|
7,354.9
|
|
|
$
|
(11,107.1
|
)
|
|
$
|
11,777.7
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
90
|
|
December 31, 2015
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
(Dollars in millions)
|
|
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
7.2
|
|
|
$
|
4.7
|
|
|
$
|
249.4
|
|
|
$
|
—
|
|
|
$
|
261.3
|
|
Accounts receivable, net
|
—
|
|
|
12.1
|
|
|
216.7
|
|
|
—
|
|
|
228.8
|
|
|||||
Receivables from affiliates, net
|
582.1
|
|
|
—
|
|
|
948.1
|
|
|
(1,530.2
|
)
|
|
—
|
|
|||||
Inventories
|
—
|
|
|
109.4
|
|
|
198.4
|
|
|
—
|
|
|
307.8
|
|
|||||
Assets from coal trading activities, net
|
—
|
|
|
3.2
|
|
|
20.3
|
|
|
—
|
|
|
23.5
|
|
|||||
Deferred income taxes
|
—
|
|
|
65.3
|
|
|
—
|
|
|
(11.8
|
)
|
|
53.5
|
|
|||||
Other current assets
|
23.1
|
|
|
128.1
|
|
|
296.4
|
|
|
—
|
|
|
447.6
|
|
|||||
Total current assets
|
612.4
|
|
|
322.8
|
|
|
1,929.3
|
|
|
(1,542.0
|
)
|
|
1,322.5
|
|
|||||
Property, plant, equipment and mine development, net
|
—
|
|
|
4,304.8
|
|
|
4,953.7
|
|
|
—
|
|
|
9,258.5
|
|
|||||
Deferred income taxes
|
—
|
|
|
33.1
|
|
|
—
|
|
|
(30.9
|
)
|
|
2.2
|
|
|||||
Investments and other assets
|
8,476.2
|
|
|
3.6
|
|
|
185.5
|
|
|
(8,301.6
|
)
|
|
363.7
|
|
|||||
Notes receivable from affiliates, net
|
—
|
|
|
632.7
|
|
|
399.9
|
|
|
(1,032.6
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
9,088.6
|
|
|
$
|
5,297.0
|
|
|
$
|
7,468.4
|
|
|
$
|
(10,907.1
|
)
|
|
$
|
10,946.9
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current portion of long-term debt
|
$
|
5,844.0
|
|
|
$
|
23.8
|
|
|
$
|
7.1
|
|
|
$
|
—
|
|
|
$
|
5,874.9
|
|
Payables to affiliates, net
|
—
|
|
|
1,530.2
|
|
|
—
|
|
|
(1,530.2
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
11.8
|
|
|
—
|
|
|
3.8
|
|
|
(11.8
|
)
|
|
3.8
|
|
|||||
Liabilities from coal trading activities, net
|
—
|
|
|
4.8
|
|
|
10.8
|
|
|
—
|
|
|
15.6
|
|
|||||
Accounts payable and accrued expenses
|
494.8
|
|
|
479.8
|
|
|
467.9
|
|
|
—
|
|
|
1,442.5
|
|
|||||
Total current liabilities
|
6,350.6
|
|
|
2,038.6
|
|
|
489.6
|
|
|
(1,542.0
|
)
|
|
7,336.8
|
|
|||||
Long-term debt, less current portion
|
366.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
366.3
|
|
|||||
Deferred income taxes
|
98.6
|
|
|
—
|
|
|
1.4
|
|
|
(30.9
|
)
|
|
69.1
|
|
|||||
Notes payable to affiliates, net
|
1,032.6
|
|
|
—
|
|
|
—
|
|
|
(1,032.6
|
)
|
|
—
|
|
|||||
Other noncurrent liabilities
|
323.6
|
|
|
1,454.9
|
|
|
477.7
|
|
|
—
|
|
|
2,256.2
|
|
|||||
Total liabilities
|
8,171.7
|
|
|
3,493.5
|
|
|
968.7
|
|
|
(2,605.5
|
)
|
|
10,028.4
|
|
|||||
Peabody Energy Corporation stockholders’ equity
|
916.9
|
|
|
1,803.5
|
|
|
6,498.1
|
|
|
(8,301.6
|
)
|
|
916.9
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|||||
Total stockholders’ equity
|
916.9
|
|
|
1,803.5
|
|
|
6,499.7
|
|
|
(8,301.6
|
)
|
|
918.5
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
9,088.6
|
|
|
$
|
5,297.0
|
|
|
$
|
7,468.4
|
|
|
$
|
(10,907.1
|
)
|
|
$
|
10,946.9
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
91
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidated
|
||||||||
|
|
|
(Dollars in millions)
|
|
|
||||||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net cash (used in) provided by continuing operations
|
$
|
(167.3
|
)
|
|
$
|
78.5
|
|
|
$
|
65.9
|
|
|
$
|
(22.9
|
)
|
Net cash used in discontinued operations
|
(16.2
|
)
|
|
(1.9
|
)
|
|
(11.8
|
)
|
|
(29.9
|
)
|
||||
Net cash (used in) provided by operating activities
|
(183.5
|
)
|
|
76.6
|
|
|
54.1
|
|
|
(52.8
|
)
|
||||
Cash Flows From Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Additions to property, plant, equipment and mine development
|
—
|
|
|
(55.5
|
)
|
|
(71.1
|
)
|
|
(126.6
|
)
|
||||
Changes in accrued expenses related to capital expenditures
|
—
|
|
|
(0.6
|
)
|
|
(5.5
|
)
|
|
(6.1
|
)
|
||||
Federal coal lease expenditures
|
—
|
|
|
(249.0
|
)
|
|
—
|
|
|
(249.0
|
)
|
||||
Proceeds from disposal of assets, net of notes receivable
|
—
|
|
|
77.7
|
|
|
66.7
|
|
|
144.4
|
|
||||
Contributions to joint ventures
|
—
|
|
|
—
|
|
|
(309.5
|
)
|
|
(309.5
|
)
|
||||
Distributions from joint ventures
|
—
|
|
|
—
|
|
|
312.4
|
|
|
312.4
|
|
||||
Advances to related parties
|
—
|
|
|
—
|
|
|
(40.4
|
)
|
|
(40.4
|
)
|
||||
Repayment of loans from related parties
|
—
|
|
|
—
|
|
|
40.6
|
|
|
40.6
|
|
||||
Other, net
|
—
|
|
|
(5.1
|
)
|
|
(4.8
|
)
|
|
(9.9
|
)
|
||||
Net cash used in by investing activities
|
—
|
|
|
(232.5
|
)
|
|
(11.6
|
)
|
|
(244.1
|
)
|
||||
Cash Flows From Financing Activities
|
|
|
|
|
|
|
|
||||||||
Proceeds from long-term debt
|
1,450.6
|
|
|
—
|
|
|
7.8
|
|
|
1,458.4
|
|
||||
Repayments of long-term debt
|
(503.0
|
)
|
|
(4.4
|
)
|
|
(6.3
|
)
|
|
(513.7
|
)
|
||||
Payment of deferred financing costs
|
(26.8
|
)
|
|
—
|
|
|
(4.2
|
)
|
|
(31.0
|
)
|
||||
Other, net
|
—
|
|
|
(5.8
|
)
|
|
—
|
|
|
(5.8
|
)
|
||||
Transactions with affiliates, net
|
(477.9
|
)
|
|
268.4
|
|
|
209.5
|
|
|
—
|
|
||||
Net cash provided by financing activities
|
442.9
|
|
|
258.2
|
|
|
206.8
|
|
|
907.9
|
|
||||
Net change in cash and cash equivalents
|
$
|
259.4
|
|
|
$
|
102.3
|
|
|
$
|
249.3
|
|
|
$
|
611.0
|
|
Cash and cash equivalents at beginning of year
|
7.2
|
|
|
4.7
|
|
|
249.4
|
|
|
261.3
|
|
||||
Cash and cash equivalents at end of year
|
$
|
266.6
|
|
|
$
|
107.0
|
|
|
$
|
498.7
|
|
|
$
|
872.3
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
92
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidated
|
||||||||
|
|
|
(Dollars in millions)
|
|
|
||||||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net cash (used in) provided by continuing operations
|
$
|
(692.9
|
)
|
|
$
|
615.3
|
|
|
$
|
96.5
|
|
|
$
|
18.9
|
|
Net cash used in discontinued operations
|
(27.4
|
)
|
|
(2.9
|
)
|
|
(3.0
|
)
|
|
(33.3
|
)
|
||||
Net cash (used in) provided by operating activities
|
(720.3
|
)
|
|
612.4
|
|
|
93.5
|
|
|
(14.4
|
)
|
||||
Cash Flows From Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Additions to property, plant, equipment and mine development
|
—
|
|
|
(70.6
|
)
|
|
(56.2
|
)
|
|
(126.8
|
)
|
||||
Changes in accrued expenses related to capital expenditures
|
—
|
|
|
(2.3
|
)
|
|
(6.9
|
)
|
|
(9.2
|
)
|
||||
Federal coal lease expenditures
|
—
|
|
|
(277.2
|
)
|
|
—
|
|
|
(277.2
|
)
|
||||
Proceeds from disposal of assets, net of notes receivable
|
—
|
|
|
36.3
|
|
|
34.1
|
|
|
70.4
|
|
||||
Purchases of debt and equity securities
|
—
|
|
|
—
|
|
|
(28.8
|
)
|
|
(28.8
|
)
|
||||
Proceeds from sales and maturities of debt and equity securities
|
—
|
|
|
—
|
|
|
90.3
|
|
|
90.3
|
|
||||
Contributions to joint ventures
|
—
|
|
|
—
|
|
|
(425.4
|
)
|
|
(425.4
|
)
|
||||
Distributions from joint ventures
|
—
|
|
|
—
|
|
|
422.6
|
|
|
422.6
|
|
||||
Advances to related parties
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
|
(3.7
|
)
|
||||
Repayment of loan from related parties
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.9
|
|
||||
Other, net
|
—
|
|
|
(2.7
|
)
|
|
(0.4
|
)
|
|
(3.1
|
)
|
||||
Net cash (used in) provided by investing activities
|
—
|
|
|
(316.5
|
)
|
|
26.5
|
|
|
(290.0
|
)
|
||||
Cash Flows From Financing Activities
|
|
|
|
|
|
|
|
||||||||
Proceeds from long-term debt
|
975.7
|
|
|
—
|
|
|
—
|
|
|
975.7
|
|
||||
Repayments of long-term debt
|
(662.0
|
)
|
|
(0.7
|
)
|
|
(8.6
|
)
|
|
(671.3
|
)
|
||||
Payment of deferred financing costs
|
(28.7
|
)
|
|
—
|
|
|
—
|
|
|
(28.7
|
)
|
||||
Dividends paid
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
||||
Other, net
|
1.4
|
|
|
(1.8
|
)
|
|
(6.2
|
)
|
|
(6.6
|
)
|
||||
Transactions with affiliates, net
|
253.8
|
|
|
(289.9
|
)
|
|
36.1
|
|
|
—
|
|
||||
Net cash provided by (used in) financing activities
|
538.8
|
|
|
(292.4
|
)
|
|
21.3
|
|
|
267.7
|
|
||||
Net change in cash and cash equivalents
|
$
|
(181.5
|
)
|
|
$
|
3.5
|
|
|
$
|
141.3
|
|
|
$
|
(36.7
|
)
|
Cash and cash equivalents at beginning of year
|
188.7
|
|
|
1.2
|
|
|
108.1
|
|
|
298.0
|
|
||||
Cash and cash equivalents at end of year
|
$
|
7.2
|
|
|
$
|
4.7
|
|
|
$
|
249.4
|
|
|
$
|
261.3
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
93
|
|
Year Ended December 31, 2014
|
||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidated
|
||||||||
|
|
|
(Dollars in millions)
|
|
|
||||||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net cash (used in) provided by continuing operations
|
$
|
(369.0
|
)
|
|
$
|
764.7
|
|
|
$
|
45.3
|
|
|
$
|
441.0
|
|
Net cash used in discontinued operations
|
(73.3
|
)
|
|
(4.6
|
)
|
|
(26.5
|
)
|
|
(104.4
|
)
|
||||
Net cash (used in) provided by operating activities
|
(442.3
|
)
|
|
760.1
|
|
|
18.8
|
|
|
336.6
|
|
||||
Cash Flows From Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Additions to property, plant, equipment and mine development
|
—
|
|
|
(95.8
|
)
|
|
(98.6
|
)
|
|
(194.4
|
)
|
||||
Changes in accrued expenses related to capital expenditures
|
—
|
|
|
2.2
|
|
|
(18.8
|
)
|
|
(16.6
|
)
|
||||
Federal coal lease expenditures
|
—
|
|
|
(276.7
|
)
|
|
—
|
|
|
(276.7
|
)
|
||||
Proceeds from disposal of assets, net of notes receivable
|
—
|
|
|
105.9
|
|
|
97.8
|
|
|
203.7
|
|
||||
Purchases of debt and equity securities
|
—
|
|
|
—
|
|
|
(15.1
|
)
|
|
(15.1
|
)
|
||||
Proceeds from sales and maturities of debt and equity securities
|
—
|
|
|
—
|
|
|
13.5
|
|
|
13.5
|
|
||||
Contributions to joint ventures
|
—
|
|
|
—
|
|
|
(529.8
|
)
|
|
(529.8
|
)
|
||||
Distributions from joint ventures
|
—
|
|
|
—
|
|
|
534.2
|
|
|
534.2
|
|
||||
Advances to related parties
|
—
|
|
|
—
|
|
|
(33.7
|
)
|
|
(33.7
|
)
|
||||
Repayment of loans from related parties
|
—
|
|
|
—
|
|
|
5.4
|
|
|
5.4
|
|
||||
Other, net
|
—
|
|
|
(4.2
|
)
|
|
(0.8
|
)
|
|
(5.0
|
)
|
||||
Net cash used in investing activities
|
—
|
|
|
(268.6
|
)
|
|
(45.9
|
)
|
|
(314.5
|
)
|
||||
Cash Flows From Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
1.1
|
|
|
1.1
|
|
||||
Repayments of long-term debt
|
(12.0
|
)
|
|
(0.7
|
)
|
|
(8.3
|
)
|
|
(21.0
|
)
|
||||
Payment of deferred financing costs
|
(10.1
|
)
|
|
—
|
|
|
—
|
|
|
(10.1
|
)
|
||||
Dividends paid
|
(92.3
|
)
|
|
—
|
|
|
—
|
|
|
(92.3
|
)
|
||||
Restricted cash for distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
(42.5
|
)
|
|
(42.5
|
)
|
||||
Other, net
|
3.1
|
|
|
(1.7
|
)
|
|
(4.7
|
)
|
|
(3.3
|
)
|
||||
Transactions with affiliates, net
|
441.6
|
|
|
(488.2
|
)
|
|
46.6
|
|
|
—
|
|
||||
Net cash provided by (used in) financing activities
|
330.3
|
|
|
(490.6
|
)
|
|
(7.8
|
)
|
|
(168.1
|
)
|
||||
Net change in cash and cash equivalents
|
$
|
(112.0
|
)
|
|
$
|
0.9
|
|
|
$
|
(34.9
|
)
|
|
$
|
(146.0
|
)
|
Cash and cash equivalents at beginning of year
|
300.7
|
|
|
0.3
|
|
|
143.0
|
|
|
444.0
|
|
||||
Cash and cash equivalents at end of year
|
$
|
188.7
|
|
|
$
|
1.2
|
|
|
$
|
108.1
|
|
|
$
|
298.0
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
94
|
|
The Period April 13 through December 31, 2016
|
||||||||||||||
|
Debtors
|
|
Non-Debtors
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Total revenues
|
$
|
2,074.0
|
|
|
$
|
1,494.7
|
|
|
$
|
(4.0
|
)
|
|
$
|
3,564.7
|
|
Costs and expenses
|
|
|
|
|
|
|
|
||||||||
Operating costs and expenses (exclusive of items shown separately below)
|
1,692.9
|
|
|
1,347.0
|
|
|
(4.0
|
)
|
|
3,035.9
|
|
||||
Depreciation, depletion and amortization
|
177.6
|
|
|
159.1
|
|
|
—
|
|
|
336.7
|
|
||||
Asset retirement obligation expenses
|
11.6
|
|
|
15.3
|
|
|
—
|
|
|
26.9
|
|
||||
Selling and administrative expenses
|
81.4
|
|
|
9.3
|
|
|
—
|
|
|
90.7
|
|
||||
Restructuring charges
|
2.2
|
|
|
0.6
|
|
|
—
|
|
|
2.8
|
|
||||
Other operating (income) loss:
|
|
|
|
|
|
|
|
||||||||
Net gain on disposal of assets
|
(19.7
|
)
|
|
(1.7
|
)
|
|
—
|
|
|
(21.4
|
)
|
||||
Asset impairment
|
37.5
|
|
|
193.2
|
|
|
—
|
|
|
230.7
|
|
||||
Loss (income) from equity affiliates and investment in subsidiaries
|
229.1
|
|
|
(29.2
|
)
|
|
(226.1
|
)
|
|
(26.2
|
)
|
||||
Loss on early debt extinguishment
|
29.5
|
|
|
—
|
|
|
—
|
|
|
29.5
|
|
||||
Interest expense
|
143.2
|
|
|
16.9
|
|
|
(9.7
|
)
|
|
150.4
|
|
||||
Interest income
|
(3.7
|
)
|
|
(10.0
|
)
|
|
9.7
|
|
|
(4.0
|
)
|
||||
Reorganization items, net
|
155.1
|
|
|
3.9
|
|
|
—
|
|
|
159.0
|
|
||||
Loss from continuing operations before income taxes
|
(462.7
|
)
|
|
(209.7
|
)
|
|
226.1
|
|
|
(446.3
|
)
|
||||
Income tax (benefit) provision
|
(20.6
|
)
|
|
14.4
|
|
|
—
|
|
|
(6.2
|
)
|
||||
Loss from continuing operations, net of income taxes
|
(442.1
|
)
|
|
(224.1
|
)
|
|
226.1
|
|
|
(440.1
|
)
|
||||
(Loss) gain from discontinued operations, net of income taxes
|
(59.5
|
)
|
|
5.9
|
|
|
—
|
|
|
(53.6
|
)
|
||||
Net loss
|
(501.6
|
)
|
|
(218.2
|
)
|
|
226.1
|
|
|
(493.7
|
)
|
||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
||||
Net loss attributable to common stockholders
|
$
|
(501.6
|
)
|
|
$
|
(226.1
|
)
|
|
$
|
226.1
|
|
|
$
|
(501.6
|
)
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
95
|
|
December 31, 2016
|
||||||||||||||
|
Debtors
|
|
Non-Debtors
|
|
Reclassifications/Eliminations
|
|
Consolidated
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
394.5
|
|
|
$
|
477.8
|
|
|
$
|
—
|
|
|
$
|
872.3
|
|
Restricted cash
|
13.8
|
|
|
40.5
|
|
|
—
|
|
|
54.3
|
|
||||
Accounts receivable, net
|
5.2
|
|
|
467.8
|
|
|
—
|
|
|
473.0
|
|
||||
Receivables from affiliates, net
|
226.9
|
|
|
—
|
|
|
(226.9
|
)
|
|
—
|
|
||||
Inventories
|
96.3
|
|
|
107.4
|
|
|
—
|
|
|
203.7
|
|
||||
Assets from coal trading activities, net
|
0.9
|
|
|
—
|
|
|
(0.2
|
)
|
|
0.7
|
|
||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other current assets
|
72.0
|
|
|
416.2
|
|
|
(1.6
|
)
|
|
486.6
|
|
||||
Total current assets
|
809.6
|
|
|
1,509.7
|
|
|
(228.7
|
)
|
|
2,090.6
|
|
||||
Property, plant, equipment and mine development, net
|
4,870.2
|
|
|
3,906.5
|
|
|
—
|
|
|
8,776.7
|
|
||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Investments and other assets
|
4,282.2
|
|
|
596.7
|
|
|
(3,968.5
|
)
|
|
910.4
|
|
||||
Notes receivable from affiliates, net
|
1,036.3
|
|
|
—
|
|
|
(1,036.3
|
)
|
|
—
|
|
||||
Total assets
|
$
|
10,998.3
|
|
|
$
|
6,012.9
|
|
|
$
|
(5,233.5
|
)
|
|
$
|
11,777.7
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current portion of long-term debt
|
$
|
19.3
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
20.2
|
|
Payables to affiliates, net
|
—
|
|
|
226.9
|
|
|
(226.9
|
)
|
|
—
|
|
||||
Income taxes payable
|
—
|
|
|
7.8
|
|
|
(1.6
|
)
|
|
6.2
|
|
||||
Liabilities from coal trading activities, net
|
0.1
|
|
|
1.3
|
|
|
(0.2
|
)
|
|
1.2
|
|
||||
Accounts payable and accrued expenses
|
541.7
|
|
|
442.5
|
|
|
—
|
|
|
984.2
|
|
||||
Total current liabilities
|
561.1
|
|
|
679.4
|
|
|
(228.7
|
)
|
|
1,011.8
|
|
||||
Deferred income taxes
|
12.1
|
|
|
5.5
|
|
|
—
|
|
|
17.6
|
|
||||
Notes payable to affiliates, net
|
—
|
|
|
1,036.3
|
|
|
(1,036.3
|
)
|
|
—
|
|
||||
Other noncurrent liabilities
|
1,648.8
|
|
|
321.5
|
|
|
—
|
|
|
1,970.3
|
|
||||
Total liabilities not subject to compromise
|
2,222.0
|
|
|
2,042.7
|
|
|
(1,265.0
|
)
|
|
2,999.7
|
|
||||
Liabilities subject to compromise
|
8,440.2
|
|
|
—
|
|
|
—
|
|
|
8,440.2
|
|
||||
Total liabilities
|
10,662.2
|
|
|
2,042.7
|
|
|
(1,265.0
|
)
|
|
11,439.9
|
|
||||
Peabody Energy Corporation stockholders’ equity
|
336.1
|
|
|
3,962.6
|
|
|
(3,968.5
|
)
|
|
330.2
|
|
||||
Noncontrolling interests
|
—
|
|
|
7.6
|
|
|
—
|
|
|
7.6
|
|
||||
Total stockholders’ equity
|
336.1
|
|
|
3,970.2
|
|
|
(3,968.5
|
)
|
|
337.8
|
|
||||
Total liabilities and stockholders’ equity
|
$
|
10,998.3
|
|
|
$
|
6,012.9
|
|
|
$
|
(5,233.5
|
)
|
|
$
|
11,777.7
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
96
|
|
The Period April 13 through December 31, 2016
|
||||||||||
|
Debtors
|
|
Non-Debtors
|
|
Consolidated
|
||||||
|
(Dollars in millions)
|
||||||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
||||||
Net cash provided by continuing operations
|
$
|
435.8
|
|
|
$
|
54.2
|
|
|
$
|
490.0
|
|
Net cash used in discontinued operations
|
(18.3
|
)
|
|
(10.9
|
)
|
|
(29.2
|
)
|
|||
Net cash provided by operating activities
|
417.5
|
|
|
43.3
|
|
|
460.8
|
|
|||
Cash Flows From Investing Activities
|
|
|
|
|
|
||||||
Additions to property, plant, equipment and mine development
|
(62.6
|
)
|
|
(44.1
|
)
|
|
(106.7
|
)
|
|||
Changes in accrued expenses related to capital expenditures
|
0.9
|
|
|
(3.0
|
)
|
|
(2.1
|
)
|
|||
Federal coal lease expenditures
|
(248.5
|
)
|
|
—
|
|
|
(248.5
|
)
|
|||
Proceeds from disposal of assets, net of notes receivable
|
75.6
|
|
|
66.6
|
|
|
142.2
|
|
|||
Contributions to joint ventures
|
—
|
|
|
(208.3
|
)
|
|
(208.3
|
)
|
|||
Distributions from joint ventures
|
—
|
|
|
215.4
|
|
|
215.4
|
|
|||
Advances to related parties
|
—
|
|
|
(39.8
|
)
|
|
(39.8
|
)
|
|||
Repayments of loans from related parties
|
—
|
|
|
39.3
|
|
|
39.3
|
|
|||
Other, net
|
(2.0
|
)
|
|
(2.6
|
)
|
|
(4.6
|
)
|
|||
Net cash (used in) provided by investing activities
|
(236.6
|
)
|
|
23.5
|
|
|
(213.1
|
)
|
|||
Cash Flows From Financing Activities
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
503.6
|
|
|
7.8
|
|
|
511.4
|
|
|||
Repayments of long-term debt
|
(502.9
|
)
|
|
(3.7
|
)
|
|
(506.6
|
)
|
|||
Payment of deferred financing costs
|
(26.8
|
)
|
|
(1.4
|
)
|
|
(28.2
|
)
|
|||
Distributions to noncontrolling interests
|
—
|
|
|
(4.0
|
)
|
|
(4.0
|
)
|
|||
Other, net
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||
Transactions with affiliates, net
|
131.3
|
|
|
(131.3
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
105.1
|
|
|
(132.6
|
)
|
|
(27.5
|
)
|
|||
Net change in cash and cash equivalents
|
286.0
|
|
|
(65.8
|
)
|
|
220.2
|
|
|||
Cash and cash equivalents at beginning of period
|
108.5
|
|
|
543.6
|
|
|
652.1
|
|
|||
Cash and cash equivalents at end of period
|
$
|
394.5
|
|
|
$
|
477.8
|
|
|
$
|
872.3
|
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
97
|
Description
|
|
Balance at
Beginning of Period |
|
Charged to
Costs and Expenses |
|
Deductions
(1)
|
|
Other
|
|
Balance
at End of Period |
||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Advance royalty recoupment reserve
|
|
$
|
8.3
|
|
|
$
|
0.5
|
|
|
$
|
(1.0
|
)
|
(2)
|
$
|
—
|
|
|
$
|
7.8
|
|
Reserve for materials and supplies
|
|
4.7
|
|
|
4.3
|
|
|
(3.4
|
)
|
|
—
|
|
|
5.6
|
|
|||||
Allowance for doubtful accounts
|
|
6.6
|
|
|
7.9
|
|
|
(1.4
|
)
|
|
—
|
|
|
13.1
|
|
|||||
Tax valuation allowances
|
|
1,447.3
|
|
|
2,462.8
|
|
|
—
|
|
|
(28.9
|
)
|
(3)
|
3,881.2
|
|
|||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Advance royalty recoupment reserve
|
|
$
|
7.6
|
|
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
(2)
|
$
|
1.6
|
|
(4)
|
$
|
8.3
|
|
Reserve for materials and supplies
|
|
4.6
|
|
|
0.4
|
|
|
(0.3
|
)
|
|
—
|
|
|
4.7
|
|
|||||
Allowance for doubtful accounts
|
|
5.8
|
|
|
8.0
|
|
|
(7.2
|
)
|
|
—
|
|
|
6.6
|
|
|||||
Tax valuation allowances
|
|
1,169.0
|
|
|
462.0
|
|
|
—
|
|
|
(183.7
|
)
|
(3)
|
1,447.3
|
|
|||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Advance royalty recoupment reserve
|
|
$
|
9.7
|
|
|
$
|
(0.2
|
)
|
|
$
|
(1.9
|
)
|
(2)
|
$
|
—
|
|
|
$
|
7.6
|
|
Reserve for materials and supplies
|
|
7.4
|
|
|
(0.1
|
)
|
|
(2.7
|
)
|
|
—
|
|
|
4.6
|
|
|||||
Allowance for doubtful accounts
|
|
7.4
|
|
|
1.5
|
|
|
(1.4
|
)
|
|
(1.7
|
)
|
(5)
|
5.8
|
|
|||||
Tax valuation allowances
|
|
1,634.1
|
|
|
569.4
|
|
|
—
|
|
|
(1,034.5
|
)
|
(6)
|
1,169.0
|
|
(1)
|
Reserves utilized, unless otherwise indicated.
|
(2)
|
Deductions to advance royalty recoupment reserve represents the termination of federal and state leases.
|
(3)
|
Includes the impact of the decrease in Australian dollar exchange rates.
|
(4)
|
Balances transferred from other accounts.
|
(5)
|
Represents subsequent recovery of receivable amounts previously reserved.
|
(6)
|
Includes the write-off of valuation allowance against deferred tax assets related to the Australian Minerals and Resource Rent Tax (MRRT) due to the repeal of that legislation in 2014, along with an increase in valuation allowance during the period reflected directly in "Accumulated other comprehensive loss" and the impact of the 2014 decrease in Australian dollar exchange rates.
|
Peabody Energy Corporation
|
2016 Form 10-K
|
F-
98
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
2.1
|
|
Debtors’ Second Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code as revised March 15, 2017 (Incorporated by reference to Exhibit 2.2 of the Registrant’s Current Report on Form 8-K, filed March 20, 2017).
|
2.2
|
|
Order Confirming Debtors’ Second Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code on March 17, 2017 (Incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K, filed March 20, 2017).
|
3.1
|
|
Third Amended and Restated Certificate of Incorporation of the Registrant, as amended (Incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011) and Certificate of Amendment of Third Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed October 6, 2015).
|
3.2
|
|
Amended and Restated By-Laws of the Registrant (Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed December 16, 2015).
|
4.1
|
|
Specimen of stock certificate representing the Registrant's common stock, $.01 par value (Incorporated by reference to Exhibit 4.13 to Amendment No. 4 to the Registrant's Form S-1 Registration Statement No. 333-55412, filed May 1, 2001).
|
4.2
|
|
Indenture, dated as of March 19, 2004, between the Registrant and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.12 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).
|
4.3
|
|
Subordinated Indenture, dated as of December 20, 2006, between the Registrant and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K, filed December 20, 2006).
|
4.4
|
|
Indenture, dated as of November 15, 2011, among Peabody, the Guarantors named therein and U.S. Bank National Association, as trustee, governing the 6.00% Senior Notes Due 2018 and 6.25% Senior Notes Due 2021 (Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K, filed November 17, 2011).
|
4.5
|
|
Indenture, dated as of March 16, 2015, among Peabody, the Guarantors named therein and U.S. Bank National Association, as Trustee and Collateral Agent, governing 10% Senior Secured Second Lien Notes due 2022 (Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K, filed March 17, 2015).
Pursuant to CFR 229.601(b)(4)(iii), instruments with respect to long-term debt issues have been omitted where the amount of securities authorized under such instruments does not exceed 10% of the total consolidated assets of the Registrant. The Registrant hereby agrees to furnish a copy of any such instrument to the Commission upon its request.
|
4.6
|
|
Indenture, dated as of February 15, 2017, between Peabody Securities Finance Corporation and Wilmington Trust, National Association, as Trustee, governing 6.000% Senior Secured Notes due 2022 and 6.375% Senior Secured Notes due 2025 (Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed February 15, 2017).
|
10.1
|
|
Amended and Restated Credit Agreement, as amended and restated as of September 24, 2013, by and among Peabody Energy Corporation, Citibank, N.A., as administrative agent, swing line lender and L/C issuer, Citigroup Global Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp., Crédit Agricole Corporate and Investment Bank, HSBC Securities (USA) Inc., Morgan Stanley Senior Funding, Inc., PNC Capital Markets LLC and RBS Securities Inc., as joint lead arrangers and joint book managers, and the other agents and lending institutions identified in the Credit Agreement (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013).
|
10.2
|
|
Share Charge, dated as of September 24, 2013, between Peabody Holdings (Gibraltar) Limited, as grantor, and Citibank, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on September 30, 2013).
|
10.3
|
|
Pledge Agreement, dated as of September 24, 2013, among Peabody Investments Corp., as grantor, and Citibank, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on September 30, 2013).
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.4
|
|
Omnibus Amendment Agreement, dated as of February 5, 2015, to the Amended and Restated Credit Agreement, dated September 24, 2013, by and among Peabody Energy Corporation, Citibank, N.A., as administrative agent, swing line lender and L/C issuer, Citigroup Global Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp., Crédit Agricole Corporate and Investment Bank, HSBC Securities (USA) Inc., Morgan Stanley Senior Funding, Inc., PNC Capital Markets LLC and RBS Securities Inc., as joint lead arrangers and joint book managers, and the other agents and lending institutions identified in the Credit Agreement. (Incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K filed on February 25, 2015).
|
10.5
|
|
Fourth Amended and Restated Receivables Purchase Agreement, dated as of May 1, 2013, by and among P&L Receivables Company, LLC, Peabody Energy Corporation, the various Sub-Servicers listed on the signature pages thereto, all Conduit Purchasers listed on the signature pages thereto, all Related Committed Purchasers listed on the signature pages thereto, all Purchaser Agents listed on the signature pages thereto, all LC Participants listed on the signature pages thereto, and PNC Bank, National Association, as Administrator and as LC Bank (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 3, 2013).
|
10.6
|
|
First Lien/Second Lien Intercreditor Agreement, dated March 16, 2015, among Peabody Energy Corporation, the other grantors party thereto, U.S. Bank, National Association, as second priority representative and Citibank, N.A., as senior representative (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on March 17, 2015).
|
10.7
|
|
Federal Coal Lease WYW0321779: North Antelope/Rochelle Mine (Incorporated by reference to Exhibit 10.3 of the Registrant's Form S-4 Registration Statement No. 333-59073).
|
10.8
|
|
Federal Coal Lease WYW119554: North Antelope/Rochelle Mine (Incorporated by reference to Exhibit 10.4 of the Registrant's Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
|
10.9
|
|
Federal Coal Lease WYW5036: Rawhide Mine (Incorporated by reference to Exhibit 10.5 of the Registrant's Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
|
10.10
|
|
Federal Coal Lease WYW3397: Caballo Mine (Incorporated by reference to Exhibit 10.6 of the Registrant's Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
|
10.11
|
|
Federal Coal Lease WYW83394: Caballo Mine (Incorporated by reference to Exhibit 10.7 of the Registrant's Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
|
10.12
|
|
Federal Coal Lease WYW136142 (Incorporated by reference to Exhibit 10.8 of Amendment No. 1 to the Registrant's Form S-4 Registration Statement No. 333-59073, filed September 8, 1998).
|
10.13
|
|
Royalty Prepayment Agreement by and among Peabody Natural Resources Company, Gallo Finance Company and Chaco Energy Company, dated September 30, 1998 (Incorporated by reference to Exhibit 10.9 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998).
|
10.14
|
|
Federal Coal Lease WYW154001: North Antelope Rochelle South (Incorporated by reference to Exhibit 10.68 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
|
10.15
|
|
Federal Coal Lease WYW150210: North Antelope Rochelle Mine (Incorporated by reference to Exhibit 10.8 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005).
|
10.16
|
|
Federal Coal Lease WYW151134 effective May 1, 2005: West Roundup (Incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).
|
10.17
|
|
Federal Coal Lease Readjustment WYW78663: Caballo (Incorporated by reference to Exhibit 10.24 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012).
|
10.18
|
|
Transfer by Assignment and Assumption of Federal Coal Lease WYW172657: Caballo West (Incorporated by reference to Exhibit 10.25 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012).
|
10.19
|
|
Federal Coal Lease WYW176095: Porcupine South (Incorporated by reference to Exhibit 10.26 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012).
|
10.20
|
|
Federal Coal Lease WYW173408: North Porcupine (Incorporated by reference to Exhibit 10.27 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012).
|
10.21
|
|
Federal Coal Lease WYW172413: School Creek (Incorporated by reference to Exhibit 10.28 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012).
|
10.22
|
|
Separation Agreement, Plan of Reorganization and Distribution, dated October 22, 2007, between the Registrant and Patriot Coal Corporation (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed October 25, 2007).
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.23
|
|
Tax Separation Agreement, dated October 22, 2007, between the Registrant and Patriot Coal Corporation (Incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K, filed October 25, 2007).
|
10.24
|
|
Coal Act Liabilities Assumption Agreement, dated October 22, 2007, among Patriot Coal Corporation, Peabody Holding Company, LLC and the Registrant (Incorporated by reference to Exhibit 10.3 of the Registrant's Current Report on Form 8-K, filed October 25, 2007).
|
10.25
|
|
Salaried Employee Liabilities Assumption Agreement, dated October 22, 2007, among Patriot Coal Corporation, Peabody Holding Company, LLC, Peabody Coal Company, LLC and the Registrant (Incorporated by reference to Exhibit 10.5 of the Registrant's Current Report on Form 8-K, filed October 25, 2007).
|
10.26
|
|
Coal Supply Agreement, dated October 22, 2007, between Patriot Coal Sales LLC and COALSALES II, LLC (Incorporated by reference to Exhibit 10.6 of the Registrant's Current Report on Form 8-K, filed October 25, 2007).
|
10.27
|
|
Settlement Agreement entered into as of October 24, 2013, by and among Patriot Coal Corporation, on behalf of itself and its affiliates, the Registrant, on behalf of itself and its affiliates, and the United Mine Workers of America, on behalf of itself and the UMWA Employees and UMWA Retirees (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed October 30, 2013).
|
10.28
|
|
Purchase and Sale Agreement, dated as of November 20, 2015, by and between Four Star Holdings, LLC
and Western Megawatt Resources, LLC (Incorporated by reference to Exhibit 10.28 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2015).
|
10.29*
|
|
1998 Stock Purchase and Option Plan for Key Employees of the Registrant (Incorporated by reference to Exhibit 4.9 of the Registrant's Form S-8 Registration Statement No. 333-105456, filed May 21, 2003).
|
10.30*
|
|
Amendment to the 1998 Stock Purchase and Option Plan for Key Employees of the Registrant (Incorporated by reference to Exhibit 10.4 of the Registrant's Current Report on Form 8-K, filed October 17, 2007).
|
10.31*
|
|
Amendment No. 2 to the 1998 Stock Purchase and Option Plan for Key Employees of the Registrant (Incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K, filed December 11, 2007).
|
10.32*
|
|
Amendment No. 3 to the 1998 Stock Purchase and Option Plan for Key Employees of the Registrant (Incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
|
10.33*
|
|
Form of Non-Qualified Stock Option Agreement under the Registrant's 1998 Stock Purchase and Option Plan for Key Employees (Incorporated by reference to Exhibit 10.15 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2003).
|
10.34*
|
|
Form of Amendment to Non-Qualified Stock Option Agreement under the Registrant's 1998 Stock Purchase and Option Plan for Key Employees (Incorporated by reference to Exhibit 10.16 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2003).
|
10.35*
|
|
Form of Amendment, dated as of June 15, 2004, to Non-Qualified Stock Option Agreement under the Registrant's 1998 Stock Purchase and Option Plan for Key Employees (Incorporated by reference to Exhibit 10.65 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).
|
10.36*
|
|
Form of Incentive Stock Option Agreement under the Registrant's 1998 Stock Purchase and Option Plan for Key Employees (Incorporated by reference to Exhibit 10.17 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2003).
|
10.37*
|
|
Long-Term Equity Incentive Plan of the Registrant (Incorporated by reference to Exhibit 99.2 of the Registrant's Form S-8 Registration Statement No. 333-61406, filed May 22, 2001).
|
10.38*
|
|
Amendment to the Registrant's 2001 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 of the Registrant's Current Report on Form 8-K, filed October 17, 2007).
|
10.39*
|
|
Amendment No. 2 to the Registrant's 2001 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
|
10.40*
|
|
Form of Non-Qualified Stock Option Agreement under the Registrant's 2001 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.18 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2003).
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.41*
|
|
Form of Performance Unit Award Agreement under the Registrant's 2001 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.19 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2003).
|
10.42*
|
|
Form of Non-Qualified Stock Option Agreement for Outside Directors under the Registrant's 2001 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed December 14, 2005).
|
10.43*
|
|
Form of Restricted Stock Award Agreement for Outside Directors under the Registrant's 2001 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed December 14, 2005).
|
10.44*
|
|
Equity Incentive Plan for Non-Employee Directors of the Registrant (Incorporated by reference to Exhibit 99.3 of the Registrant's Form S-8 Registration Statement No. 333-61406, filed May 22, 2001).
|
10.45*
|
|
Amendment No. 1 to the Equity Incentive Plan for Non-Employee Directors of the Registrant (Incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
|
10.46*
|
|
Form of Non-Qualified Stock Option Agreement under the Registrant's Equity Incentive Plan for Non-Employee Directors (Incorporated by reference to Exhibit 10.20 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2003).
|
10.47*
|
|
The Registrant's 2004 Long-Term Equity Incentive Plan (Incorporated by reference to Annex A to the Registrant's Proxy Statement for the 2004 Annual Meeting of Stockholders, filed April 2, 2004).
|
10.48*
|
|
Amendment No. 1 to the Registrant's 2004 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.67 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
|
10.49*
|
|
Amendment No. 2 to the Registrant's 2004 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed October 17, 2007).
|
10.50*
|
|
Amendment No. 3 to the Registrant's 2004 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K, filed October 17, 2007).
|
10.51*
|
|
Amendment No. 4 to the Registrant's 2004 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed December 11, 2007).
|
10.52*
|
|
Amendment No. 5 to the Registrant's 2004 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.4 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
|
10.53*
|
|
Form of Non-Qualified Stock Option Agreement under the Registrant's 2004 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed January 7, 2005).
|
10.54*
|
|
Form of Performance Units Agreement under the Registrant's 2004 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K, filed January 7, 2005).
|
10.55*
|
|
Form of Performance Units Agreement under the Registrant's 2004 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.36 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007).
|
10.56*
|
|
Form of Performance Units Award Agreement under the Registrant's 2004 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009).
|
10.57*
|
|
Form of Deferred Stock Units Agreement for Non-Employee Directors under the Registrant's 2004 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.43 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2010).
|
10.58*
|
|
Peabody Energy Corporation 2011 Long-Term Equity Incentive Plan (Incorporated by reference to Appendix A of the Registrant's Proxy Statement, filed March 22, 2011).
|
10.59*
|
|
Amendment No. 1 to the Registrant's 2011 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.5 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
|
10.60*
|
|
Form of Non-Qualified Stock Option Agreement under the Registrant's 2011 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.59 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011).
|
10.61*
|
|
Form of Performance Units Agreement under the Registrant's 2011 Long-Term Equity Incentive Plan. (Incorporated by reference to Exhibit 10.60 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011).
|
10.62*
|
|
Form of Restricted Stock Award Agreement under the Registrant's 2011 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.61 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011).
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.63*
|
|
Form of Deferred Stock Unit Agreement under the Registrant's 2011 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.62 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011).
|
10.64*
|
|
Form of Non-Qualified Stock Option Agreement under the Registrant's 2011 Long-Term Equity Incentive Plan (effective for awards to executive officers than Gregory H. Boyce on and after January 2, 2014) (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed April 25, 2014).
|
10.65*
|
|
Form of Restricted Stock Award Agreement under the Registrant's 2011 Long-Term Equity Incentive Plan (effective for awards on and after January 2, 2014) (Incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed April 25, 2014).
|
10.66*
|
|
Form of Performance Units Agreement under the Registrant's 2011 Long-Term Equity Incentive Plan. (effective for awards on and after January 2, 2014) (Incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed April 25, 2014).
|
10.67*
|
|
Form of Non-Qualified Stock Option Agreement under the Registrant's 2011 Long-Term Equity Incentive Plan (effective for awards to Gregory H. Boyce on and after January 2, 2014) (Incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed April 25, 2014).
|
10.68*
|
|
Peabody Energy Corporation 2015 Long-Term Incentive Plan (Incorporated by reference to Appendix B of the Registrant's Proxy Statement, filed March 24, 2015).
|
10.69*
|
|
Form of Performance-Based Restricted Stock Unit Agreement under the Registrant's 2015 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.69 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2015).
|
10.70*
|
|
Form of Performance-Based Restricted Stock Unit Agreement under the Registrant's 2015 Long-Term Incentive Plan (effective for Australia) (Incorporated by reference to Exhibit 10.70 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2015).
|
10.71*
|
|
Form of Service-Based Cash Award Agreement under the Registrant's 2015 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.71 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2015).
|
10.72*
|
|
Form of Service-Based Cash Award Agreement under the Registrant’s 2015 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.72 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2015).
|
10.73*
|
|
Form of Service-Based Cash Award Agreement for Non-Employee Directors under the Registrant's 2015 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.73 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2015).
|
10.74*
|
|
Form of Deferred Stock Unit Agreement under the Registrant's 2015 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.74 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2015).
|
10.75*
|
|
Form of Restrictive Covenant Agreement under the Registrant's 2015 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.75 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2015).
|
10.76*
|
|
Form of Restrictive Covenant Agreement under the Registrant's 2015 Long-Term Incentive Plan (Australia) (Incorporated by reference to Exhibit 10.76 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2015).
|
10.77*
|
|
Cash-Settled Performance Units Agreement between the Registrant and Gregory H. Boyce (Incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed April 25, 2014).
|
10.78*
|
|
2009 Amendment entered into effective December 31, 2009 to the Stock Grant Agreement dated as of October 1, 2003 between the Registrant and Gregory H. Boyce (Incorporated by reference to Exhibit 10.45 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009).
|
10.79*
|
|
2009 Amendment entered into effective December 31, 2009 to the Non-Qualified Stock Option Agreement dated January 2, 2008 between the Registrant and Gregory H. Boyce (Incorporated by reference to Exhibit 10.46 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009).
|
10.80*
|
|
2009 Amendment entered into effective December 31, 2009 to the Non-Qualified Stock Option Agreement dated January 5, 2009 between the Registrant and Gregory H. Boyce (Incorporated by reference to Exhibit 10.47 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009).
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.81*
|
|
2009 Amendment entered into effective December 31, 2009 to the Performance Units Agreement dated January 2, 2008 between the Registrant and Gregory H. Boyce (Incorporated by reference to Exhibit 10.48 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009).
|
10.82*
|
|
2009 Amendment entered into effective December 31, 2009 to the Performance Units Agreement dated January 5, 2009 between the Registrant and Gregory H. Boyce (Incorporated by reference to Exhibit 10.49 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009).
|
10.83*
|
|
2010 Amendment entered into effective March 17, 2010, to the 2008 Performance Units Award Agreement dated January 2, 2008 between the Registrant and Gregory H. Boyce (Incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010).
|
10.84*
|
|
2010 Amendment entered into effective March 17, 2010, to the 2009 Performance Units Award Agreement dated January 5, 2009 between the Registrant and Gregory H. Boyce (Incorporated by reference to Exhibit 10.4 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010).
|
10.85*
|
|
Amended and Restated Employee Stock Purchase Plan of the Registrant (Incorporated by reference to Exhibit 10.44 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008).
|
10.86*
|
|
Amendment to the Amended and Restated Employee Stock Purchase Plan of the Registrant (Incorporated by reference to Exhibit 10.51 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009).
|
10.87*
|
|
Amended and Restated Australian Employee Stock Purchase Plan of the Registrant (Incorporated by reference to Exhibit 10.45 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008).
|
10.88*
|
|
Amendment to the Amended and Restated Australian Employee Stock Purchase Plan of the Registrant (Incorporated by reference to Exhibit 10.53 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009).
|
10.89*
|
|
2008 Management Annual Incentive Compensation Plan (Incorporated by reference to Appendix B to the Registrant's Proxy Statement for the 2008 Annual Meeting of Shareholders, filed March 27, 2008).
|
10.90*
|
|
The Registrant's Deferred Compensation Plan (Incorporated by reference to Exhibit 10.30 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001).
|
10.91*
|
|
First Amendment to the Registrant's Deferred Compensation Plan (Incorporated by reference to Exhibit 10.49 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2004).
|
10.92*
|
|
Letter Agreement, dated as of March 1, 2005, by and between the Registrant and Gregory H. Boyce (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed March 4, 2005).
|
10.93*
|
|
Restated Employment Agreement effective December 31, 2009 by and between the Registrant and Gregory H. Boyce (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed December 24, 2009).
|
10.94*
|
|
Amended and Restated Transition Agreement effective May 8, 2014 by and between Peabody Energy Corporation and Gregory H. Boyce (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 13, 2014).
|
10.95*
|
|
2013 Restricted Stock Unit Agreement by and between Peabody Energy Corporation and Gregory H. Boyce (Incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on May 3, 2013).
|
10.96*
|
|
Employment Agreement entered into as of August 21, 2013, by and between Peabody Energy Corporation and Glenn L. Kellow (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on August 27, 2013).
|
10.97*
|
|
Restrictive Covenant Agreement entered into as of August 21, 2013, by and between Peabody Energy Corporation and Glenn L. Kellow (Incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on August 27, 2013).
|
10.98*
|
|
Letter dated January 27, 2015 to Glenn L. Kellow from the Chairman of the Compensation Committee of the Peabody Energy Corporation Board of Directors (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 28, 2015).
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.99*
|
|
Letter Agreement entered into as of January 27, 2015, by and between Peabody Energy Corporation and Glenn L. Kellow (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 28, 2015).
|
10.100*
|
|
Letter Agreement entered into as of April 21, 2015, by and between Peabody Energy Corporation and Gregory H. Boyce (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 21, 2015).
|
10.101*
|
|
Letter Agreement entered into as of April 20, 2015, by and between Peabody Energy Corporation and Glenn L. Kellow (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 21, 2015).
|
10.102*
|
|
Employment Agreement entered into as of December 31, 2008 by and between the Registrant and Michael C. Crews (Incorporated by reference to Exhibit 10.3 of the Registrant's Current Report on Form 8-K, filed December 31, 2008).
|
10.103*
|
|
Restated Employment Agreement entered into as of January 7, 2013 by and between the Registrant and Charles F. Meintjes (Incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed January 10, 2013).
|
10.104*
|
|
Restated Employment Agreement entered into as of December 20, 2012 by and between the Registrant and Kemal Williamson (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on December 26, 2012).
|
10.105*
|
|
Peabody Energy Corporation Executive Severance Plan. (Incorporated by reference to Exhibit 10.92 to the Registrant’s Annual Report on Form 10-K filed on February 25, 2015).
|
10.106*
|
|
Peabody Energy Corporation 2015 Amended and Restated Executive Severance Plan. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 23, 2015).
|
10.107*
|
|
Form of Director and Executive Officer Indemnification Agreement between the Registrant and each of its directors and executive officers. (Incorporated by reference to Exhibit 10.93 to the Registrant’s Annual Report on Form 10-K filed on February 25, 2015).
|
10.108*
|
|
Peabody Investments Corp. Supplemental Employee Retirement Account (Incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007).
|
10.109
|
|
Limited Waiver to Purchase and Sale Agreement by and between Four Star Holdings, LLC and Western Megawatt Resources, LLC dated March 30, 2016 (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed March 31, 2016).
|
10.110
|
|
Fifth Amended and Restated Receivables Purchase Agreement, dated as of March 25, 2016, by and among P&L Receivables Company, LLC, Peabody Energy Corporation, the various Sub-Servicers listed on the signature pages thereto, all Conduit Purchasers listed on the signature pages thereto, all Committed Purchasers listed on the signature pages thereto, all Purchaser Agents listed on the signature pages thereto, all LC Participants listed on the signature pages thereto, and PNC Bank, National Association, as Administrator and as LC Bank (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed March 31, 2016).
|
10.111
|
|
First Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated as of April 12, 2016, by and among P&L Receivables Company, LLC, Peabody Energy Corporation, the various Sub-Servicers listed on the signature pages thereto, and PNC Bank, National Association, as Administrator and as the Sole Purchaser, Committed Purchaser, LC Bank and LC Participant (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed April 13, 2016).
|
10.112
|
|
Second Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated as of April 18, 2016, by and among Peabody Energy Corporation, P&L Receivables Company, LLC, the various Sub-Servicers listed on the signature pages thereto, and PNC Bank, National Association, as Administrator and as the Sole Purchaser, Committed Purchaser, LC Bank and LC Participant (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed April 22, 2016).
|
10.113
|
|
Superpriority Secured Debtor-In-Possession Credit Agreement, dated as of April 18, 2016, by and among Peabody Energy Corporation, the guarantors party thereto, the lenders party thereto and Citibank, N.A. as Administrative Agent and L/C Issuer (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed April 22, 2016).
|
10.114
|
|
Amendment No. 1 to Superpriority Secured Debtor-in-Possession Credit Agreement, dated as of May 9, 2016, by and among Peabody Energy Corporation, the guarantors party thereto, the lenders party thereto and Citibank, N.A. as Administrative Agent (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed May 24, 2016).
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.115
|
|
Amendment No. 2 to Superpriority Secured Debtor-in-Possession Credit Agreement, dated as of May 18, 2016, by and among Peabody Energy Corporation, the guarantors party thereto, the lenders party thereto, the issuing bank party thereto, and Citibank, N.A. as Administrative Agent (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed May 24, 2016).
|
10.116
|
|
Amendment No. 4 to the Superpriority Secured Debtor-In-Possession Credit Agreement, dated as of October 11, 2016, by and among Peabody Energy Corporation, Peabody Global Funding, LLC (f/k/a Global Center for Energy and Human Development, LLC) and certain Debtors parties thereto as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed October 14, 2016).
|
10.117
|
|
Amendment No. 5 to Superpriority Secured Debtor-In-Possession Credit Agreement, by and among Peabody Energy Corporation, Peabody Global Funding, LLC (f/k/a Global Center for Energy and Human Development, LLC) and certain Debtors parties thereto as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed November 23, 2016).
|
10.118
|
|
Amendment No. 6 to Superpriority Secured Debtor-In-Possession Credit Agreement, by and among Peabody Energy Corporation, Peabody Global Funding, LLC and certain Debtors parties thereto as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed December 14, 2016).
|
10.119
|
|
Plan Support Agreement entered into as of December 22, 2016 by and among the Registrant and certain other parties thereto (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 23, 2016).
|
10.120
|
|
Private Placement Agreement entered into as of December 22, 2016 by and among the Registrant and certain of its creditors party thereto (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed December 23, 2016).
|
10.121
|
|
Amendment to Private Placement Agreement entered into as of December 28, 2016 by and among the Registrant and certain of its creditors party thereto (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 30, 2016).
|
10.122
|
|
Backstop Commitment Agreement entered into as of December 23, 2016 by and among the Registrant and certain of its creditors party thereto (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed December 23, 2016).
|
10.123
|
|
Amendment to Backstop Commitment Agreement entered into as of December 28, 2016 by and among the Registrant and certain of its creditors party thereto (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed December 30, 2016).
|
10.124†
|
|
Share Sale and Purchase Agreement entered into as of November 3, 2016 by and among Peabody Australia Mining Pty Ltd, Peabody Energy Australia Pty Ltd, South32 Aluminium (Holdings) Pty Ltd, and South32 Treasury Limited.
|
10.125
|
|
Exit Facility Commitment Letter entered into as of January 11, 2017, by and among the Registrant, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Credit Suisse AG, Credit Suisse Securities (USA) LLC, Macquarie Capital Funding LLC and Macquarie Capital (USA) Inc. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 12, 2017).
|
10.126
|
|
Receivables Purchase Facility Commitment Letter entered into as of January 27, 2017, by and among the Registrant, P&L Receivables Company, LLC and PNC Bank, National Association (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 27, 2017).
|
10.127†
|
|
Amendment to Private Placement Agreement entered into as of February 8, 2017 by and among the Registrant and certain of its creditors party thereto.
|
10.128†
|
|
Notice Letter and Term Sheet dated as of February 15, 2017, for Amendments to the Receivables Purchase Facility Commitment Letter entered into as of January 27, 2017, by and among the Registrant, P&L Receivables Company, LLC and PNC Bank, National Association.
|
10.129
|
|
Settlement Agreement dated as of March 13, 2017 by and among the Registrant, certain subsidiaries of the Registrant, and the United Mine Workers of America 1974 Pension Plan and Trust (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 17, 2017).
|
21†
|
|
List of Subsidiaries.
|
23†
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
31.1†
|
|
Certification of periodic financial report by the Registrant's Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2†
|
|
Certification of periodic financial report by the Registrant's Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
32.1†
|
|
Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Registrant's Chief Executive Officer.
|
32.2†
|
|
Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Registrant's Chief Financial Officer.
|
95†
|
|
Mine Safety Disclosure required by Item 104 of Regulation S-K.
|
101†
|
|
Interactive Data File (Form 10-K for the year ended December 31, 2016 filed in XBRL). The financial information contained in the XBRL-related documents is “unaudited” and “unreviewed.”
|
*
|
These exhibits constitute all management contracts, compensatory plans and arrangements required to be filed as an exhibit to this form pursuant to Item 15(a)(3) and 15(b) of this report.
|
|
|
†
|
Filed herewith.
|
Peabody Australia Mining Pty Ltd
|
Peabody Energy Australia Pty Ltd
|
South32 Aluminium (Holdings) Pty Ltd
|
South32 Treasury Limited
|
Contents
|
|
|
|||
|
|
|
|
|
|
1
|
Definitions
|
|
5
|
|
|
2
|
Condition precedent
|
|
26
|
|
|
|
2.1
|
Condition precedent
|
|
26
|
|
|
2.2
|
Reasonable endeavours
|
|
27
|
|
|
2.3
|
Waiver
|
|
27
|
|
|
2.4
|
Notices
|
|
27
|
|
|
2.5
|
Extension of CP End Date
|
|
28
|
|
|
2.6
|
Termination for non-satisfaction
|
|
28
|
|
|
2.7
|
Remedies
|
|
28
|
|
|
2.8
|
Filing fees
|
|
29
|
|
|
2.9
|
Termination by Seller
|
|
29
|
|
3
|
Termination
|
|
29
|
|
|
|
3.1
|
Termination by the Seller
|
|
29
|
|
|
3.2
|
Termination by the Buyer
|
|
29
|
|
|
3.3
|
Dispute about Material Adverse Change
|
|
30
|
|
|
3.4
|
No other right to terminate or rescind
|
|
32
|
|
4
|
Sale and purchase
|
|
33
|
|
|
|
4.1
|
Sale and purchase
|
|
33
|
|
|
4.2
|
Consideration
|
|
33
|
|
|
4.3
|
Deposit
|
|
33
|
|
|
4.4
|
Method of making payments
|
|
33
|
|
|
4.5
|
Foreign resident capital gains withholding
|
|
34
|
|
5
|
Obligations during Pre-Completion Period
|
|
34
|
|
|
|
5.1
|
Access
|
|
34
|
|
|
5.2
|
Seller’s obligations during Pre-Completion Period
|
|
35
|
|
|
5.3
|
Replacement of Seller Security Bonds
|
|
41
|
|
|
5.4
|
Tax Sharing Deed
|
|
42
|
|
|
5.5
|
Communications with contract counterparties
|
|
42
|
|
|
5.6
|
Not used
|
|
43
|
|
|
5.7
|
Specified Security Interests
|
|
43
|
|
|
5.8
|
Continuing Security Interests
|
|
43
|
|
|
5.9
|
Leased Vehicles
|
|
44
|
|
|
5.10
|
Not used
|
|
45
|
|
|
5.11
|
Claims
|
|
45
|
|
|
5.12
|
Underground Waste Emplacement System
|
|
45
|
|
|
5.13
|
Records
|
|
47
|
|
|
5.14
|
Transitional Services Agreement
|
|
47
|
|
|
5.15
|
Westpac Export Documentary Credit Financing Agreement
|
|
47
|
|
6
|
Completion
|
|
47
|
|
|
|
6.1
|
Notice to Seller
|
|
47
|
|
|
6.2
|
Time and place for Completion
|
|
48
|
|
|
6.3
|
Seller’s obligations at Completion
|
|
48
|
|
|
6.4
|
Buyer’s obligations at Completion
|
|
50
|
|
|
6.5
|
Not used
|
|
50
|
|
|
6.6
|
Completion interdependent
|
|
50
|
|
|
6.7
|
Appointment of Mine Operator
|
|
51
|
|
|
6.8
|
Seller Group Contracts
|
|
51
|
|
|
6.9
|
Coal Sales Contracts
|
|
52
|
|
|
6.10
|
Delivery of Business Records and Technical Information
|
|
53
|
|
7
|
Warranties
|
|
53
|
|
|
|
7.1
|
Seller’s Warranties
|
|
53
|
|
|
7.2
|
Warranties by the Parties
|
|
53
|
|
|
7.3
|
When warranties given
|
|
54
|
|
|
7.4
|
Indemnity
|
|
54
|
|
|
7.5
|
Tax indemnity
|
|
55
|
|
8
|
Qualifications and limitations on Claims
|
|
55
|
|
|
|
8.1
|
Disclosures
|
|
55
|
|
|
8.2
|
Limitation on Seller's liability
|
|
56
|
|
|
8.3
|
No reliance
|
|
59
|
|
|
8.4
|
Statutory actions
|
|
62
|
|
|
8.5
|
Notice of Claims
|
|
62
|
|
|
8.6
|
Dealing with Third Party Claims after Completion
|
|
63
|
|
|
8.7
|
Exclusion of Consequential Loss
|
|
65
|
|
|
8.8
|
Tax benefit
|
|
65
|
|
|
8.9
|
Restructure or disposal of assets
|
|
65
|
|
|
8.10
|
Remedies
|
|
66
|
|
|
8.11
|
Reduction of Purchase Price
|
|
66
|
|
|
8.12
|
Duty to mitigate
|
|
66
|
|
|
8.13
|
Independent limitations
|
|
66
|
|
9
|
Working Capital Adjustment Amount
|
|
66
|
|
|
|
9.1
|
Completion Accounts
|
|
66
|
|
|
9.2
|
Notice of Working Capital Adjustment Amount
|
|
66
|
|
|
9.3
|
Acceptance of Working Capital Adjustment Amount
|
|
67
|
|
|
9.4
|
Payment of Working Capital Adjustment Amount
|
|
68
|
|
10
|
Taxation
|
|
69
|
|
|
|
10.1
|
Control of taxation return
|
|
69
|
|
|
10.2
|
Tax relief
|
|
71
|
|
11
|
NGERS reporting
|
|
71
|
|
|
|
11.1
|
Registration
|
|
71
|
|
|
11.2
|
NGERS Reports
|
|
71
|
|
12
|
Specified PEAC Employees
|
|
72
|
|
|
|
12.1
|
Buyer must offer employment
|
|
72
|
|
|
12.2
|
Terms and conditions of offer of employment
|
|
72
|
|
|
12.3
|
Release of Transferring Employees
|
|
72
|
|
|
12.4
|
Continuity of service
|
|
72
|
|
|
12.5
|
Consultation
|
|
73
|
|
|
12.6
|
Indemnity by Buyer against Claims
|
|
73
|
|
|
12.7
|
Non-Transferring Employees
|
|
73
|
|
|
12.8
|
Benefit of clause
|
|
74
|
|
13
|
Confidentiality
|
|
74
|
|
|
|
13.1
|
Confidentiality
|
|
74
|
|
|
13.2
|
Buyer’s investigation
|
|
74
|
|
|
13.3
|
Exceptions
|
|
75
|
|
|
13.4
|
Public announcements
|
|
76
|
|
14
|
Remedies
|
|
76
|
|
|
|
14.1
|
Remedies of the Seller
|
|
76
|
|
|
14.2
|
Remedies of the Buyer
|
|
77
|
|
|
14.3
|
Remedy period for Completion default
|
|
77
|
|
15
|
Personal Liability
|
|
78
|
|
|
16
|
Prohibition on use of Peabody Name
|
|
78
|
|
|
17
|
Access to records by Seller
|
|
78
|
|
|
18
|
Guarantee and indemnity by Buyer's Guarantor
|
|
79
|
|
|
19
|
Guarantee and indemnity by Seller's Guarantor
|
|
80
|
|
|
20
|
GST
|
|
82
|
|
|
21
|
Notices
|
|
83
|
|
|
|
21.1
|
General
|
|
83
|
|
|
21.2
|
How to give a Notice
|
|
83
|
|
|
21.3
|
Particulars for Notices
|
|
83
|
|
|
21.4
|
Notices by post
|
|
84
|
|
|
21.5
|
Notices by email
|
|
84
|
|
|
21.6
|
After hours Notices
|
|
84
|
|
|
21.7
|
Process service
|
|
84
|
|
22
|
General
|
|
85
|
|
|
|
22.1
|
Duty
|
|
85
|
|
|
22.2
|
Interest payable on overdue amounts
|
|
85
|
|
|
22.3
|
Legal costs
|
|
85
|
|
|
22.4
|
Amendment
|
|
85
|
|
|
22.5
|
Waiver and exercise of rights
|
|
85
|
|
|
22.6
|
Rights cumulative
|
|
86
|
|
|
22.7
|
Consents
|
|
86
|
|
|
22.8
|
Further steps
|
|
86
|
|
|
22.9
|
Deed
|
|
86
|
|
|
22.10
|
Governing law and jurisdiction
|
|
86
|
|
|
22.11
|
Counterparts
|
|
86
|
|
|
22.12
|
Entire understanding
|
|
86
|
|
|
22.13
|
Invalidity
|
|
87
|
|
|
22.14
|
Assignment
|
|
87
|
|
|
22.15
|
Enurement
|
|
87
|
|
|
22.16
|
Section 55 Property Law Act
|
|
87
|
|
|
22.17
|
Knowledge, belief and awareness of Seller
|
|
87
|
|
|
22.18
|
Foreign Exchange
|
|
88
|
|
|
22.19
|
Construction
|
|
88
|
|
|
22.20
|
Headings
|
|
89
|
|
23
|
Contingent Value Rights or CVRs
|
|
89
|
|
|
|
23.1
|
Grant of CVR
|
|
89
|
|
|
23.2
|
Term of CVR
|
|
89
|
|
|
23.3
|
Calculation of CVR
|
|
90
|
|
|
23.4
|
Payment of CVR
|
|
90
|
|
|
23.5
|
Payments
|
|
90
|
|
|
23.6
|
No prejudice to dispute
|
|
90
|
|
|
23.7
|
Dispute about CVR
|
|
90
|
|
|
23.8
|
Worked example
|
|
92
|
|
|
23.9
|
Definitions
|
|
92
|
|
Schedule 1 - Assets
|
|
95
|
|
||
Schedule 2 - Warranties
|
|
96
|
|
||
Schedule 3 - Seller Group Contracts
|
|
97
|
|
||
Schedule 4 - Seller Security Bonds
|
|
98
|
|
||
Schedule 5 - Specified Security Interests
|
|
99
|
|
||
Schedule 6 - Pro Forma Statement of Financial Position
|
|
100
|
|
||
Schedule 7 - Confidential details
|
|
101
|
|
A
|
The Seller is the registered holder and beneficial owner of the Shares.
|
B
|
The Seller has agreed to sell to the Buyer, and the Buyer has agreed to purchase from the Seller, the Shares upon, and subject to, the terms contained in this Agreement.
|
C
|
The Seller’s Guarantor has agreed to guarantee the performance of the obligations of the Relevant Seller Company under this Agreement and the Transitional Services Agreement.
|
D
|
The Buyer’s Guarantor has agreed to guarantee the performance of the obligations of the Relevant Buyer Company under this Agreement and the Transitional Services Agreement.
|
1
|
Definitions
|
2
|
Condition precedent
|
2.1
|
Condition precedent
|
2.2
|
Reasonable endeavours
|
2.3
|
Waiver
|
2.4
|
Notices
|
2.5
|
Extension of CP End Date
|
2.6
|
Termination for non-satisfaction
|
2.7
|
Remedies
|
2.8
|
Filing fees
|
2.9
|
Termination by Seller
|
3
|
Termination
|
3.1
|
Termination by the Seller
|
3.2
|
Termination by the Buyer
|
3.3
|
Dispute about Material Adverse Change
|
3.4
|
No other right to terminate or rescind
|
4
|
Sale and purchase
|
4.1
|
Sale and purchase
|
4.2
|
Consideration
|
4.3
|
Deposit
|
4.4
|
Method of making payments
|
4.5
|
Foreign resident capital gains withholding
|
4.6
|
Title, risk and possession
|
5
|
Obligations during Pre-Completion Period
|
5.1
|
Access
|
5.2
|
Seller’s obligations during Pre-Completion Period
|
5.3
|
Replacement of Seller Security Bonds
|
5.4
|
Tax Sharing Deed
|
5.5
|
Communications with contract counterparties
|
5.6
|
Not used
|
5.7
|
Specified Security Interests
|
5.8
|
Continuing Security Interests
|
5.9
|
Leased Vehicles
|
5.10
|
Not used
|
5.11
|
Claims
|
5.12
|
Underground Waste Emplacement System
|
5.13
|
Records
|
5.14
|
Transitional Services Agreement
|
5.15
|
Westpac Export Documentary Credit Financing Agreement
|
6
|
Completion
|
6.1
|
Notice to Seller
|
6.2
|
Time and place for Completion
|
6.3
|
Seller’s obligations at Completion
|
6.4
|
Buyer’s obligations at Completion
|
6.5
|
Not used
|
6.6
|
Completion interdependent
|
6.7
|
Appointment of Mine Operator
|
6.8
|
Seller Group Contracts
|
6.9
|
Coal Sales Contracts
|
6.10
|
Delivery of Business Records and Technical Information
|
7
|
Warranties
|
7.1
|
Seller’s Warranties
|
7.2
|
Warranties by the Parties
|
7.3
|
When warranties given
|
7.4
|
Indemnity
|
7.5
|
Tax indemnity
|
8
|
Qualifications and limitations on Claims
|
8.1
|
Disclosures
|
8.2
|
Limitation on Seller's liability
|
8.3
|
No reliance
|
8.4
|
Statutory actions
|
8.5
|
Notice of Claims
|
8.6
|
Dealing with Third Party Claims after Completion
|
8.7
|
Exclusion of Consequential Loss
|
8.8
|
Tax benefit
|
8.9
|
Restructure or disposal of assets
|
8.10
|
Remedies
|
8.11
|
Reduction of Purchase Price
|
8.12
|
Duty to mitigate
|
8.13
|
Independent limitations
|
9
|
Working Capital Adjustment Amount
|
9.1
|
Completion Accounts
|
9.2
|
Notice of Working Capital Adjustment Amount
|
9.3
|
Acceptance of Working Capital Adjustment Amount
|
9.4
|
Payment of Working Capital Adjustment Amount
|
10
|
Taxation
|
10.1
|
Control of taxation returns
|
10.2
|
Tax relief
|
11
|
NGERS reporting
|
11.1
|
Registration
|
11.2
|
NGERS Reports
|
12
|
Specified PEAC Employees
|
12.1
|
Buyer must offer employment
|
12.2
|
Terms and conditions of offer of employment
|
12.3
|
Release of Transferring Employees
|
12.4
|
Continuity of service
|
12.5
|
Consultation
|
12.6
|
Indemnity by Buyer against Claims
|
12.7
|
Non-Transferring Employees
|
12.8
|
Benefit of clause
|
13
|
Confidentiality
|
13.1
|
Confidentiality
|
13.2
|
Buyer’s investigation
|
13.3
|
Exceptions
|
13.4
|
Public announcements
|
14
|
Remedies
|
14.1
|
Remedies of the Seller
|
14.2
|
Remedies of the Buyer
|
14.3
|
Remedy period for Completion default
|
15
|
Personal Liability
|
16
|
Prohibition on use of Peabody Name
|
17
|
Access to records by Seller
|
18
|
Guarantee and indemnity by Buyer’s Guarantor
|
19
|
Guarantee and indemnity by Seller’s Guarantor
|
20
|
GST
|
21
|
Notices
|
21.1
|
General
|
21.2
|
How to give a Notice
|
21.3
|
Particulars for Notices
|
Buyer and Buyer's Guarantor
|
|
|
|
Business address:
|
Level 35, 108 St Georges Terrace
|
|
Perth WA 6000
|
|
|
Postal address:
|
Level 35, 108 St Georges Terrace
|
|
Perth WA 6000
|
|
|
Email address:
|
Rodrigo.Aguilar@south32.net
and
|
|
Jessica.Chan@south32.net
|
|
|
Attention:
|
Rodrigo Aguilar
and
|
|
Jessica Chan
|
21.4
|
Notices by post
|
21.5
|
Notices by email
|
21.6
|
After hours Notices
|
21.7
|
Process service
|
22
|
General
|
22.1
|
Duty
|
22.2
|
Interest payable on overdue amounts
|
22.3
|
Legal costs
|
22.4
|
Amendment
|
22.5
|
Waiver and exercise of rights
|
22.6
|
Rights cumulative
|
22.7
|
Consents
|
22.8
|
Further steps
|
22.9
|
Deed
|
22.10
|
Governing law and jurisdiction
|
22.11
|
Counterparts
|
22.12
|
Entire understanding
|
22.13
|
Invalidity
|
22.14
|
Assignment
|
22.15
|
Enurement
|
22.16
|
Section 55 Property Law Act
|
22.17
|
Knowledge, belief and awareness of Seller
|
22.18
|
Foreign Exchange
|
22.19
|
Construction
|
22.20
|
Headings
|
23
|
Contingent Value Rights or CVRs
|
23.1
|
Grant of CVR
|
23.2
|
Term of CVR
|
23.3
|
Calculation of CVR
|
23.4
|
Payment of CVR
|
23.5
|
Payments
|
23.6
|
No prejudice to dispute
|
23.7
|
Dispute about CVR
|
23.8
|
Worked example
|
23.9
|
Definitions
|
Executed as a deed
|
|
|
|
|
|
|
|
Executed
by
Peabody Australia
|
)
|
|
|
Mining Pty Ltd
in accordance with
|
)
|
|
|
section 127 of the Corporations Act:
|
|
|
|
|
|
|
|
/s/Connie de Santanaa
|
|
/s/George John Schuller Jr
|
|
|
|
|
|
Director
|
|
Director
|
|
|
|
|
|
Date: 03/11/2016
|
|
Date: 03/11/2016
|
|
|
|
|
|
Executed
by
South32 Aluminum
|
)
|
|
|
(Holdings) Pty Ltd
in accordance with
|
)
|
|
|
section 127 of the Corporations Act:
|
)
|
|
|
|
)
|
|
|
|
|
|
|
/s/Michael Buzzard
|
|
/s/Matthew Gillespie
|
|
|
|
|
|
Director
|
|
Director
|
|
|
|
|
|
Date: 03/11/2016
|
|
Date: 03/11/2016
|
|
|
|
|
|
Executed
by
Peabody Energy
|
)
|
|
|
Australia Pty Ltd
in accordance with
|
)
|
|
|
section 127 of the Corporations Act:
|
|
|
|
|
|
|
|
/s/Connie de Santana
|
|
/s/George John Schuller Jr
|
|
|
|
|
|
Director
|
|
Director
|
|
|
|
|
|
Date: 03/11/2016
|
|
Date: 03/11/2016
|
|
|
|
|
|
Executed
by
South32 Treasury
|
)
|
|
|
Limited
in accordance with section 127
|
)
|
|
|
of the Corporations Act:
|
|
|
|
|
|
|
|
/s/Katherine Tovich
|
|
/s/Chris Wilshire
|
|
|
|
|
|
Director
|
|
Director
|
|
|
|
|
|
Date: 03/11/2016
|
|
Date: 03/11/2016
|
|
|
|
|
PEABODY ENERGY CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
/s/ A. Verona Dorch
|
|
|
|
Name:
|
A. Verona Dorch
|
|
|
|
Title:
|
Executive VP and Chief Legal Officer
|
|
|
DISCOVERY CAPITAL MANAGEMENT
|
|
||
|
|
|
|
|
|
|
|
By:
|
/s/ Adam Schreck
|
|
|
|
|
|
Name: Adam Schreck
|
|
|
|
|
|
Title: General Counsel
|
|
|
|
|
Notice Information:
|
20 Marshall Street, Suite 310
|
|
|
|
|
South Norfolk, CT 06854
|
|
|
|
|
aschreck@discap.com
|
|
|
|
|
Attention: Adam Schreck
|
|
|
BLUE TURTLE CAPITAL, LLC, a Delaware Limited
|
|||
|
|
Liability Company
|
|||
|
|
|
|
|
|
|
|
By:
|
/s/ Elliot Greenberg
|
|
|
|
|
|
Name: Elliot Greenberg
|
|
|
|
|
|
Title: Vice President
|
|
|
|
BLUE TURTLE CAPITAL LIMITED, a Cayman Islands
|
|||
|
|
Limited Company
|
|||
|
|
|
|
|
|
|
|
By:
|
/s/ Elliot Greenberg
|
|
|
|
|
|
Name: Elliot Greenberg
|
|
|
|
|
|
Title: Vice President
|
|
|
|
|
Notice Information:
|
|
|
|
|
|
|
|
|
|
Kramer Levin Naftalis & Frankel LLP
|
|
|
|
|
1177 Avenue of the Americas
|
|
|
|
|
New York, NY 10036
|
|
|
|
|
|
|
|
|
|
Email:
|
|
|
|
|
Keckstein@kramerlevin.com;
|
|
|
|
|
SZide@kramerlevin.com;
|
|
|
|
|
ADove@kramerlevin.com
|
|
|
|
|
|
|
|
|
|
Attention:
|
|
|
|
|
Kenneth H. Eckstein, Esq.
|
|
|
|
|
Stephen D. Zide, Esq.,
|
|
|
|
|
and Andrew M. Dove, Esq.
|
|
|
AURELIUS CAPITAL MASTER, LTD.
|
|||
|
|
By: Aurelius Capital Management, LP, solely as
|
|||
|
|
investment manager and not in its individual capacity
|
|||
|
|
|
|
|
|
|
|
By:
|
/s/ Dan Gropper
|
|
|
|
|
|
Name: Dan Gropper
|
|
|
|
|
|
Title: Managing Director
|
|
|
|
ACP MASTER, LTD.
|
|||
|
|
By: Aurelius Capital Management, LP, solely as
|
|||
|
|
investment manager and not in its individual capacity
|
|||
|
|
|
|
|
|
|
|
By:
|
/s/ Dan Gropper
|
|
|
|
|
|
Name: Dan Gropper
|
|
|
|
|
|
Title: Managing Director
|
|
|
|
|
Notice Information:
|
|
|
|
|
|
|
|
|
|
Kramer Levin Naftalis & Frankel LLP
|
|
|
|
|
1177 Avenue of the Americas
|
|
|
|
|
New York, NY 10036
|
|
|
|
|
|
|
|
|
|
Email:
|
|
|
|
|
KEckstein@kramerlevin.com;
|
|
|
|
|
SZide@kramerlevin.com;
|
|
|
|
|
ADove@kramerlevin.com
|
|
|
|
|
|
|
|
|
|
Attention:
|
|
|
|
|
Kenneth H. Eckstein, Esq.
|
|
|
|
|
Stephen D. Zide, Esq.,
|
|
|
|
|
and Andrew M. Dove, Esq.
|
|
|
BlackHouse Master Fund LP
|
|
||
|
|
|
|
|
|
|
|
By:
|
/s/ Alfred J. Barbagallo
|
|
|
|
|
|
Name: Alfred J. Barbagallo
|
|
|
|
|
|
Title: Managing Director & General Counsel
|
|
|
|
Notice Information:
|
|
|
|
|
|
|
|
|
|
40 West 57
th
Street, 25
th
Floor
|
|
|
|
|
New York, NY 10019
|
|
|
|
|
Compliance@pointstate.com
|
|
|
|
|
Attention to: Alfred J. Barbagallo
|
|
|
Conflux Fund LP
|
|
||
|
|
|
|
|
|
|
|
By:
|
/s/ Alfred J. Barbagallo
|
|
|
|
|
|
Name: Alfred J. Barbagallo
|
|
|
|
|
|
Title: Managing Director & General Counsel
|
|
|
|
Notice Information:
|
|
|
|
|
|
|
|
|
|
40 West 57
th
Street, 25
th
Floor
|
|
|
|
|
New York, NY 10019
|
|
|
|
|
Compliance@pointstate.com
|
|
|
|
|
Attention to: Alfred J. Barbagallo
|
|
|
SteelMill Master Fund LP
|
|
||
|
|
|
|
|
|
|
|
By:
|
/s/ Alfred J. Barbagallo
|
|
|
|
|
|
Name: Alfred J. Barbagallo
|
|
|
|
|
|
Title: Managing Director & General Counsel
|
|
|
|
Notice Information:
|
|
|
|
|
|
|
|
|
|
40 West 57
th
Street, 25
th
Floor
|
|
|
|
|
New York, NY 10019
|
|
|
|
|
Compliance@pointstate.com
|
|
|
|
|
Attention to: Alfred J. Barbagallo
|
|
|
PointState Fund LP
|
|
||
|
|
|
|
|
|
|
|
By:
|
/s/ Alfred J. Barbagallo
|
|
|
|
|
|
Name: Alfred J. Barbagallo
|
|
|
|
|
|
Title: Managing Director & General Counsel
|
|
|
|
Notice Information:
|
|
|
|
|
|
|
|
|
|
40 West 57
th
Street, 25
th
Floor
|
|
|
|
|
New York, NY 10019
|
|
|
|
|
Compliance@pointstate.com
|
|
|
|
|
Attention to: Alfred J. Barbagallo
|
|
|
Boston Patriot Summer St. LLC
|
|
||
|
|
|
|
|
|
|
|
By: Contrarian Capital Management, L.L.C.,
|
|||
|
|
as Investment Manager
|
|||
|
|
|
|
|
|
|
|
By:
|
/s/ Jon Bauer
|
|
|
|
|
|
Name: Jon Bauer
|
|
|
|
|
|
Title: Managing Member
|
|
|
|
Notice Information:
|
|
|
|
|
|
|
|
|
|
411 West Putnam Avenue, Suite 425
|
|
|
|
|
Greenwich, CT 06830
|
|
|
|
|
jweisser@contrariancapital.com
|
|
|
|
|
Attention to: Josh Weisser
|
|
|
Contrarian EM SIF Master L.P.
|
|
||
|
|
|
|
|
|
|
|
By: Contrarian Capital Management, L.L.C.,
|
|||
|
|
as Investment Manager
|
|||
|
|
|
|
|
|
|
|
By:
|
/s/ Jon Bauer
|
|
|
|
|
|
Name: Jon Bauer
|
|
|
|
|
|
Title: Managing Member
|
|
|
|
Notice Information:
|
|
|
|
|
|
|
|
|
|
411 West Putnam Avenue, Suite 425
|
|
|
|
|
Greenwich, CT 06830
|
|
|
|
|
jweisser@contrariancapital.com
|
|
|
|
|
Attention to: Josh Weisser
|
|
|
Contrarian Emerging Markets, L.P.
|
|
||
|
|
|
|
|
|
|
|
By: Contrarian Capital Management, L.L.C.,
|
|||
|
|
as Investment Manager
|
|||
|
|
|
|
|
|
|
|
By:
|
/s/ Jon Bauer
|
|
|
|
|
|
Name: Jon Bauer
|
|
|
|
|
|
Title: Managing Member
|
|
|
|
Notice Information:
|
|
|
|
|
|
|
|
|
|
411 West Putnam Avenue, Suite 425
|
|
|
|
|
Greenwich, CT 06830
|
|
|
|
|
jweisser@contrariancapital.com
|
|
|
|
|
Attention to: Josh Weisser
|
|
|
Contrarian Advantage-B, LP
|
|
||
|
|
|
|
|
|
|
|
By: Contrarian Capital Management, L.L.C.,
|
|||
|
|
as Investment Manager
|
|||
|
|
|
|
|
|
|
|
By:
|
/s/ Jon Bauer
|
|
|
|
|
|
Name: Jon Bauer
|
|
|
|
|
|
Title: Managing Member
|
|
|
|
Notice Information:
|
|
|
|
|
|
|
|
|
|
411 West Putnam Avenue, Suite 425
|
|
|
|
|
Greenwich, CT 06830
|
|
|
|
|
jweisser@contrariancapital.com
|
|
|
|
|
Attention to: Josh Weisser
|
|
|
Contrarian Capital Trade Claims, L.P.
|
|
||
|
|
|
|
|
|
|
|
By: Contrarian Capital Management, L.L.C.,
|
|||
|
|
as Investment Manager
|
|||
|
|
|
|
|
|
|
|
By:
|
/s/ Jon Bauer
|
|
|
|
|
|
Name: Jon Bauer
|
|
|
|
|
|
Title: Managing Member
|
|
|
|
Notice Information:
|
|
|
|
|
|
|
|
|
|
411 West Putnam Avenue, Suite 425
|
|
|
|
|
Greenwich, CT 06830
|
|
|
|
|
jweisser@contrariancapital.com
|
|
|
|
|
Attention to: Josh Weisser
|
|
|
Contrarian Capital Senior Secured, L.P.
|
|
||
|
|
|
|
|
|
|
|
By: Contrarian Capital Management, L.L.C.,
|
|||
|
|
as Investment Manager
|
|||
|
|
|
|
|
|
|
|
By:
|
/s/ Jon Bauer
|
|
|
|
|
|
Name: Jon Bauer
|
|
|
|
|
|
Title: Managing Member
|
|
|
|
Notice Information:
|
|
|
|
|
|
|
|
|
|
411 West Putnam Avenue, Suite 425
|
|
|
|
|
Greenwich, CT 06830
|
|
|
|
|
jweisser@contrariancapital.com
|
|
|
|
|
Attention to: Josh Weisser
|
|
|
Contrarian Opportunity Fund, L.P.
|
|
||
|
|
|
|
|
|
|
|
By: Contrarian Capital Management, L.L.C.,
|
|||
|
|
as Investment Manager
|
|||
|
|
|
|
|
|
|
|
By:
|
/s/ Jon Bauer
|
|
|
|
|
|
Name: Jon Bauer
|
|
|
|
|
|
Title: Managing Member
|
|
|
|
Notice Information:
|
|
|
|
|
|
|
|
|
|
411 West Putnam Avenue, Suite 425
|
|
|
|
|
Greenwich, CT 06830
|
|
|
|
|
jweisser@contrariancapital.com
|
|
|
|
|
Attention to: Josh Weisser
|
|
|
Contrarian Dome du Gouter Master Fund, LP
|
|||
|
|
|
|
|
|
|
|
By: Contrarian Capital Management, L.L.C.,
|
|||
|
|
as Investment Manager
|
|||
|
|
|
|
|
|
|
|
By:
|
/s/ Jon Bauer
|
|
|
|
|
|
Name: Jon Bauer
|
|
|
|
|
|
Title: Managing Member
|
|
|
|
Notice Information:
|
|
|
|
|
|
|
|
|
|
411 West Putnam Avenue, Suite 425
|
|
|
|
|
Greenwich, CT 06830
|
|
|
|
|
jweisser@contrariancapital.com
|
|
|
|
|
Attention to: Josh Weisser
|
|
|
CCM Pension-B, L.L.C.
|
|
||
|
|
|
|
|
|
|
|
By: Contrarian Capital Management, L.L.C.,
|
|||
|
|
as Investment Manager
|
|||
|
|
|
|
|
|
|
|
By:
|
/s/ Jon Bauer
|
|
|
|
|
|
Name: Jon Bauer
|
|
|
|
|
|
Title: Managing Member
|
|
|
|
Notice Information:
|
|
|
|
|
|
|
|
|
|
411 West Putnam Avenue, Suite 425
|
|
|
|
|
Greenwich, CT 06830
|
|
|
|
|
jweisser@contrariancapital.com
|
|
|
|
|
Attention to: Josh Weisser
|
|
|
Contrarian Capital Fund I, L.P.
|
|
||
|
|
|
|
|
|
|
|
By: Contrarian Capital Management, L.L.C.,
|
|||
|
|
as Investment Manager
|
|||
|
|
|
|
|
|
|
|
By:
|
/s/ Jon Bauer
|
|
|
|
|
|
Name: Jon Bauer
|
|
|
|
|
|
Title: Managing Member
|
|
|
|
Notice Information:
|
|
|
|
|
|
|
|
|
|
411 West Putnam Avenue, Suite 425
|
|
|
|
|
Greenwich, CT 06830
|
|
|
|
|
jweisser@contrariancapital.com
|
|
|
|
|
Attention to: Josh Weisser
|
|
|
CCM Pension-A, L.L.C.
|
|
||
|
|
|
|
|
|
|
|
By: Contrarian Capital Management, L.L.C.,
|
|||
|
|
as Investment Manager
|
|||
|
|
|
|
|
|
|
|
By:
|
/s/ Jon Bauer
|
|
|
|
|
|
Name: Jon Bauer
|
|
|
|
|
|
Title: Managing Member
|
|
|
|
Notice Information:
|
|
|
|
|
|
|
|
|
|
411 West Putnam Avenue, Suite 425
|
|
|
|
|
Greenwich, CT 06830
|
|
|
|
|
jweisser@contrariancapital.com
|
|
|
|
|
Attention to: Josh Weisser
|
|
|
Panning Master Fund, LP
|
|
||
|
|
|
|
|
|
|
|
By: Panning Capital Management, LP,
|
|||
|
|
Its Investment Manager
|
|||
|
|
|
|
|
|
|
|
By:
|
/s/ William Kelly
|
|
|
|
|
|
Name: William Kelly
|
|
|
|
|
|
Title: Authorized Signatory
|
|
|
|
Notice Information:
|
|
|
|
|
|
|
|
|
|
510 Madison Avenue, 23
rd
Floor
|
|
|
|
|
New York, NY 10022
|
|
|
|
|
rayan@panning.com
|
|
|
|
|
Attention to: Rayan Joshi
|
|
|
SOUTH DAKOTA INVESTMENT COUNCIL
|
|||
|
|
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|
|
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|
|
By:
|
/s/ Matthew L. Clark
|
|
|
|
|
|
Name: Matthew L. Clark
|
|
|
|
|
|
Title: State Investment Officer
|
|
|
|
Notice Information:
|
|
|
|
|
|
|
|
|
|
South Dakota Investment Council
|
|
|
|
|
4009 West 49
th
Street, Suite 300
|
|
|
|
|
Sioux Falls, SD 57106-3784
|
|
|
|
|
Tel: 605-362-2820
|
|
|
|
|
Email: Laurie.Riss@state.sd.us
|
|
|
|
|
Attn: A. Laurie Riss
|
|
|
|
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|
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|
|
Sincerely,
|
|
|
|
|
|
|
|
PNC BANK, NATIONAL
|
|
|
|
ASSOCIATION,
as an Administrator
|
|
|
|
|
|
|
|
By: /s/ Mark S. Falcione
|
|
|
|
Name: Mark S. Falcione
|
|
|
|
Title: Executive Vice President
|
|
|
|
|
|
|
|
PNC BANK, NATIONAL
|
|
|
|
ASSOCIATION,
|
|
|
|
As a Committed Purchaser
|
|
|
|
|
|
|
|
By: /s/ Mark S. Falcione
|
|
|
|
Name: Mark S. Falcione
|
|
|
|
Title: Executive Vice President
|
●
Limit/Commitments/Term:
|
|
|
||
|
|
|
|
|
○ Purchase Limit
|
|
Purchase Limit: $250,000,000 (the “
Initial Purchase Limit
”), subject to reductions prior to the Closing Date (as defined below) to an amount no less than $200,000,000; provided, that, any such reduction shall only be made at the request of Peabody in the event that U.S. and/or Australian dollar denominated trade receivables originated in Australia by certain Australian subsidiaries of Peabody (the “
Australian Originators
”) to U.S. residents or Eligible Foreign Obligors (“
Australian Receivables
”) are not included under the Securitization Program.
|
||
|
|
|
||
○ Commitments:
|
|
PNC: 100% of the Purchase Limit.
|
||
|
|
|
||
○ Facility Termination Date:
|
|
The earliest to occur of (i) the date that is 3-years from the effective date of a confirmed Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code for Peabody and its debtor subsidiaries (collectively and together with the rest of the consolidated subsidiaries of Peabody, the “
Peabody Group
”), which plan approves the Securitization Program, (ii) if Cash Liquidity is less than $450 million as of each Reporting Date occurring during any period of 30 consecutive days, if elected by PNC in its sole discretion within 30 days of such event, the date that is the 364
th
day following the date of PNC’s election to terminate, and (iii) the date the Facility Termination Date is deemed to have been accelerated due to the occurrence of a Termination Event or other predefined events to be mutually agreed upon prior to the Closing Date. “
Reporting Date
” means each of the dates that Cash Liquidity is required to be reported under daily portfolio reports, weekly portfolio reports and monthly reports. “
Closing Date
” means the date when the transactions contemplated in this Term Sheet are consummated. The Closing Date is currently scheduled to occur on or about April 3, 2017.
|
||
|
|
|
|
|
|
|
|
|
|
○ The Lock-Box Agreement with PNC will be amended from “full cash dominion” to a “springing control”
|
||||
arrangement, under which the SPV will have the right to manage the collection account until such time as PNC
|
||||
exercises its right to assume exclusive dominion and control of the collection account following the occurrence
|
||||
of a Termination Event, an Unmatured Termination Event or Cash Liquidity is less than the sum of (i)
|
||||
Qualifying One-Time Sale Proceeds and (ii) $500 million as of each Reporting Date occurring during any period
|
||||
of 30 consecutive days.
|
||||
|
|
|
|
|
○ A measurement of the Peabody Group’s Cash Liquidity will be added. “
Cash Liquidity
” will mean the U.S.
|
||||
dollar equivalent of Peabody Group’s unrestricted cash and permitted investments. “
Qualifying One-Time
|
||||
Sale Proceeds
” will mean the U.S. dollar equivalent of the sum of the net cash proceeds received by the
|
||||
Peabody Group from the sale of Peabody’s Australian subsidiary, Metropolitan Mine net of transaction costs,
|
||||
any related repayment of debt in connection with such disposition and net of taxes paid or reasonably estimated to
|
||||
be payable as a result thereof.
|
||||
|
|
|
|
|
○ Peabody will be required to deliver weekly portfolio reports and, if Cash Liquidity is less than the sum of
|
||||
(i) Qualifying One-Time Sale Proceeds and (ii) $500 million as of each Reporting Date occurring during
|
||||
any period of 30 consecutive days, PNC may require Peabody to deliver daily portfolio reports.
|
||||
|
|
|
|
|
○ Reinstate daily reinvestments of cash collections without requiring “Qualifying Interim Reports” and, if Cash
|
||||
Liquidity is less than the sum of (i) Qualifying One-Time Sale Proceeds and (ii) $500 million as of each Reporting
|
||||
Date occurring during any period of 30 consecutive days, PNC may require Peabody to deliver “Qualifying Interim
|
||||
Reports” as a condition for daily reinvestments of cash collections.
|
||||
|
|
|
|
|
○ Update “Change in Control” and related provisions in order to permit the pledge of the equity in the SPV
|
||||
as collateral for the Peabody Group’s credit facilities, subject to execution of appropriate intercreditor agreements
|
||||
in form and substance reasonably satisfactory to PNC.
|
||||
|
|
|
|
|
○ Reinstate cross-default/BK filing as Termination Events (cross-default thresholds to be mutually agreed upon).
|
||||
|
|
|
|
|
○ Amendments and intercreditor arrangements in form and substance reasonably satisfactory to PNC that
|
||||
are necessary to accommodate the Peabody Group’s other financings.
|
||||
|
|
|
|
|
○ Removal of provisions related to the Peabody Group’s Chapter 11 case to the extent no longer relevant after
|
||||
confirmation of the Chapter 11 plan.
|
||||
|
|
|
|
|
○ Amendments to acknowledge that, for purposes of calculating Excess Concentrations and the Concentration
|
||||
Reserve, if any Receivable is guaranteed by a letter of credit in form and substance reasonably satisfactory to the
|
||||
Administrator, the Obligor thereof for purposes of such calculations will be viewed as the related letter of credit
|
||||
provider.
|
||||
|
|
|
|
|
○ Amendments to certain definitions as set forth below:
|
||||
|
|
|
|
|
|
|
|
|
|
■
Amend clause (i) of the definition of Loss Reserve Percentage by replacing 2.50 with 2.25
|
||||
|
|
|
|
|
■
Amend clause (iii) of the definition of Loss Reserve Percentage by replacing clause (A) thereof with the
|
||||
following: “the sum of (x) aggregate credit sales made by the Originators during the four most recent calendar
|
||||
months plus (y) the product of 0.25 and the aggregate credit sales made by the Originators during the fifth most
|
||||
recent calendar months divided by”
|
||||
|
|
|
|
|
■
Amend clause (ii) (x) of the definition of Dilution Reserve Percentage by replacing 2.50 with 2.25
|
||||
|
|
|
|
|
■
Replace clause (a) of the definition of Dilution Horizon with the following “(a) the sum of (x) the aggregate credit
|
||||
sales made by the Originators during the most recent calendar month plus (y) the product of 0.25 and the aggregate
|
||||
credit sales made by the Originators during the second most recent calendar month”
|
||||
|
|
|
|
|
■
Amend the definition of Concentration Percentage to reflect the revisions shown below:
|
|
|
|
|
|
■
Amend clauses (b) and (c) of the definition of Excess Concentration to reflect the revisions shown below:
|
○ Australian Originators will be joined to the Securitization Facility, and the Securitization Facility will be amended to
|
||||
(i) effect such joinder, (ii) provide eligibility for the Australian Receivables and (iii) provide for the issuance of
|
||||
Letters of Credit denominated in Australian dollars. The following provides a non-exclusive summary of those
|
||||
amendments and sets forth certain applicable terms and conditions.
|
||||
|
|
|
|
|
■
The initial Australian Originators will be Peabody COALSALES Pacific Pty Ltd, Millennium Coal Pty Ltd,
|
||||
Wambo Coal Pty Ltd, Wilpinjong Coal Pty Ltd and Peabody (Bowen) Pty Ltd.
|
||||
|
|
|
|
|
■
The Australian Originators will sell their Australian Receivables (or 100% of the beneficial and equitable
|
||||
interest therein) to Peabody upon origination, and Peabody will in turn transfer such Australian Receivables
|
||||
(or 100% of the beneficial and equitable interest therein) to the SPV. Except as described herein, the terms and
|
||||
conditions applicable to such sales and transfers will be substantially similar to those set forth in the existing Sale
|
||||
Agreement and Contribution Agreement with such modifications as are reasonably determined by the Administrator
|
||||
(it being understood that the agreement governing such sales by the Australian Originators will be governed by
|
||||
Australian law) and the definitive documentation with respect to such sales and transfers shall be in form and
|
||||
substance reasonably satisfactory to the Administrator.
|
||||
|
|
|
|
|
|
|
|
|
|
■
The definition of Eligible Receivable will be amended to (a) include Australian Receivables that (i) are
|
||||
denominated and payable in Australian dollars, (ii) are payable to Lockbox Accounts in Australia and (iii)
|
||||
result from goods sold and shipped from an Australian Originator in Australia, (b) allow for Australian
|
||||
Receivables that have been transferred via a declaration of trust whereby 100% of the beneficial and equitable
|
||||
interest therein has been transferred to the SPV and bare legal title remains with the relevant Australian Originator
|
||||
and (c) require that eligible Australian Receivables not be subject to the National Consumer Credit Protection Act
|
||||
2009 (Cwth) or the National Credit Code contained in Schedule 1 of that Act and (d) require that eligible
|
||||
Australian Receivables arise under Contracts that have been reviewed and approved by the Administrator and that
|
||||
are governed by the laws of a jurisdiction approved by the Administrator. For the avoidance of doubt,
|
||||
eligible Australian Receivables will be required to meet the other requirements set forth in the current definition
|
||||
of Eligible Receivable.
|
||||
|
|
|
|
|
■
The definition of Total Reserves will be amended to reflect the revisions shown below, and the related defined
|
||||
terms shown below will be added (together with relevant component definitions):
|
|
|
|
|
|
■
Each of the Australian Originators shall provide a power of attorney to Peabody and its assigns, in form
|
||||
and substance reasonably satisfactory to PNC.
|
||||
|
|
|
|
|
■
No Australian Originator shall be required to guaranty the obligations of any entity that is not an Australian
|
||||
Originator, but the Performance Guaranty will provide that Peabody will guaranty the obligations of each
|
||||
Australian Originator.
|
•
|
Confirmation Order Requirements
“Confirmation Order” means that certain order of the United States Bankruptcy Court for the Eastern District of Missouri (the “Bankruptcy Court”) authorizing, among other things, the Peabody Group to enter into the Securitization Program.
|
○ The Confirmation Order shall approve the Amendments and any provisions relevant to the Securitization Program
|
||||
to be in form and substance reasonably satisfactory to PNC
|
||||
|
|
|
|
|
○ The Confirmation Order shall include, to the extent reasonably required by PNC, the following findings of fact
|
||||
and conclusions of law pertaining to the Securitization Program:
|
||||
|
|
|
|
|
■
True sales and contributions of receivables into the Securitization Program, free and clear of liens,
|
||||
claims and encumbrances;
|
||||
|
|
|
|
|
■
The SPV is a good faith purchaser of receivables;
|
||||
|
|
|
|
|
■
The SPV is an entity independent from reorganized debtor(s), not subject to substantive consolidation;
|
||||
performance of the transactions contemplated by the Securitization Program does not give rise to a basis
|
||||
for substantive consolidation;
|
||||
|
|
|
|
|
■
Authorization of Peabody and the subservicers to continue servicing receivables and reaffirmation and
|
||||
approval of continuation of Peabody’s obligations under the Performance Guaranty; and
|
||||
|
|
|
|
|
■
Validity of PNC’s liens on the SPV’s assets and validity of the SPV’s liens on Receivables and ancillary
|
||||
assets of originating Peabody Group entities, and approval of assignment of these liens to PNC.
|
•
|
Additional Conditions Precedent
|
○ Executed definitive documentation;
|
||||
|
|
|
|
|
○ Delivery of customary closing certifications and legal opinions of counsel to the Peabody Group (or, if applicable,
|
||||
counsel to PNC) covering all customary matters for securitizations of this type (including general corporate
|
||||
matters, no conflicts with laws and material agreements, enforceability, the Volcker Rule, ‘40 Act matters,
|
||||
security interest matters, substantive consolidation and true sale), plus any relevant matters arising under
|
||||
Australian law (such as Personal Property Securities Act 2009 (Cwth) filings), to the extent applicable, and any
|
||||
tax matters arising from the inclusion of the Australian Originators and Australian Receivables (such as Australian
|
||||
goods and services tax and stamp duty), in each case as applicable, and in each case, reasonably acceptable to PNC;
|
||||
|
|
|
|
|
○ Lien searches and confirmation of the lenders/purchasers’ first-priority perfected security interests (it being
|
||||
understood that the Confirmation Order described above will confirm the continuation and effectiveness of
|
||||
the existing UCC-1 financing statements and real property filings currently on file with respect to the
|
||||
securitization contemplated hereby);
|
||||
|
|
|
|
|
○ Payment of reasonable fees and expenses specified herein; and
|
||||
|
|
|
|
|
○ There shall have been no supplement, modification, waiver or amendment to the Peabody Group’s debt
|
||||
and capital structure as contemplated by that certain Plan Support Agreement, dated as of December 22,
|
||||
2016 (together with all exhibits, schedules, annexes, supplements and other attachments thereto, in each case,
|
||||
as amended, supplemented or otherwise modified on or prior to the date hereof), as in effect on the date of the
|
||||
Commitment Letter, in the good faith judgment of PNC, that is adverse in any material respects to PNC and/or
|
||||
its affiliates, unless PNC shall have consented thereto in writing.
|
Name of Subsidiary
|
State or Other Jurisdiction of Formation
|
|
|
9 East Shipping Limited
|
United Kingdom
|
9 East Shipping (Asia) Pte Ltd.
|
Singapore
|
American Land Development, LLC
|
Delaware
|
American Land Holdings of Colorado, LLC
|
Delaware
|
American Land Holdings of Illinois, LLC
|
Delaware
|
American Land Holdings of Indiana, LLC
|
Delaware
|
American Land Holdings of Kentucky, LLC
|
Delaware
|
American Land Holdings of New Mexico, LLC
|
Delaware
|
American Land Holdings of West Virginia, LLC
|
Delaware
|
Arid Operations, Inc.
|
Delaware
|
Big Ridge, Inc.
|
Illinois
|
Big Sky Coal Company
|
Delaware
|
Black Hills Mining Company, LLC
|
Illinois
|
BTU International BV
|
Holland
|
BTU Western Resources, Inc.
|
Delaware
|
Burton Coal Pty Ltd.
|
Queensland
|
Caballo Grande, LLC
|
Delaware
|
Carbones Del Guasare, S.A
|
Venezuela
|
Carbones Peabody de Venezuela S.A.
|
Venezuela
|
Cardinal Gasification Center, LLC
|
Illinois
|
Caseyville Dock Company, LLC
|
Delaware
|
Central States Coal Reserves of Illinois, LLC
|
Delaware
|
Central States Coal Reserves of Indiana, LLC
|
Delaware
|
Century Mineral Resources, Inc.
|
Illinois
|
Coal Reserve Holding LLC No. 1
|
Delaware
|
Coalsales II, LLC
|
Delaware
|
Colorado Yampa Coal Company, LLC
|
Delaware
|
Complejo Siderurgico Del Lago Cosila, SA
|
Venezuela
|
Conservancy Resources, LLC
|
United Kingdom
|
Cottonwood Land Company
|
Singapore
|
Cyprus Creek Land Company
|
Delaware
|
Cyprus Creek Land Resources LLC
|
Delaware
|
Dalrymple Bay Coal Terminal Pty Ltd
|
Delaware
|
Desarrollos Venshelf IV, CA
|
Delaware
|
Dyson Creek Coal Company, LLC
|
Delaware
|
Dyson Creek Mining Company, LLC
|
Delaware
|
El Segundo Coal Company, LLC
|
Delaware
|
Empire Land Holdings, LLC
|
Delaware
|
Excel Equities International Pty Ltd.
|
Australia
|
Excelven Pty Ltd.
|
British Virgin Islands
|
Falcon Coal Company, LLC
|
Delaware
|
Four Star Holdings, LLC
|
Delaware
|
Francisco Equipment Company, LLC
|
Delaware
|
Francisco Land Holdings Company, LLC
|
Delaware
|
Francisco Mining, LLC
|
Delaware
|
Gallo Finance Company, LLC
|
Delaware
|
Gold Fields Chile, LLC
|
Delaware
|
Gold Fields Mining, LLC
|
Delaware
|
Gold Fields Ortiz, LLC
|
Delaware
|
Gravi Mag LLC
|
Mongolia
|
Green Gen Company Limited
|
China
|
Guaniamo Mining Corporation
|
Venezuela
|
Half-Tide Marine Pty Ltd
|
Queensland
|
Hayden Gulch Terminal, LLC
|
Delaware
|
Helensburgh Coal Pty Ltd.
|
Australia
|
Highwall Mining Service Company
|
Delaware
|
Hillside Recreational Lands, LLC
|
Delaware
|
HMC Mining LLC
|
Delaware
|
Illinois Land Holdings, LLC
|
Illinois
|
Independence Material Handling, LLC
|
Delaware
|
Integrated Logistics Company Pty Ltd
|
Australia
|
Islands of Waterside, LLC
|
Delaware
|
James River Coal Terminal, LLC
|
Delaware
|
Juniper Coal Company, LLC
|
Delaware
|
Kayenta Mobile Home Park, Inc.
|
Delaware
|
Kentucky Syngas, LLC
|
Delaware
|
Kentucky United Coal LLC
|
Indiana
|
Lively Grove Energy, LLC
|
Delaware
|
Marigold Electricity, LLC
|
Delaware
|
Mega Uranium Ltd
|
Canada
|
Metropolitan Collieries Pty Ltd.
|
Australia
|
Midco Supply and Equipment Corporation
|
Illinois
|
Middlemount Coal Pty Ltd
|
Australia
|
Middlemount Mine Management Pty Ltd
|
Australia
|
Midwest Coal Acquisition Corp.
|
Delaware
|
Midwest Coal Reserves of Illinois, LLC
|
Delaware
|
Midwest Coal Reserves of Indiana, LLC
|
Delaware
|
Midwest Coal Reserves of Kentucky, LLC
|
Delaware
|
Millennium Coal Pty Ltd.
|
Australia
|
Moffat County Mining, LLC
|
Delaware
|
Monto Coal 2 Pty Ltd
|
Australia
|
Mount Thorley Coal Loading Ltd
|
Australia
|
MUC Resources LLC
|
Mongolia
|
Mustang Energy Company, LLC
|
Delaware
|
NCIG Holdings Pty Ltd
|
Australia
|
New Mexico Coal Resources, LLC
|
Delaware
|
Newcastle Coal Infrastructure Group Pty Ltd
|
Australia
|
Newcastle Coal Shippers Pty Ltd
|
N.S.W.
|
Newhall Funding Company (MBT)
|
Massachusetts
|
NM Equipment Company, LLC
|
Delaware
|
North Goonyella Coal Mines Pty Ltd.
|
Queensland
|
North Wambo Pty Ltd.
|
Australia
|
P&L Receivables Company LLC
|
Delaware
|
Pacific Export Resources, LLC
|
Delaware
|
Peabody (Bowen) Pty Ltd.
|
Queensland
|
Peabody (Burton Coal) Pty Ltd.
|
Queensland
|
Peabody (Kogan Creek) Pty Ltd.
|
Queensland
|
Peabody (Wilkie Creek) Pty Ltd.
|
South Australia
|
Peabody Acquisition Co. No. 2 Pty Ltd.
|
Australia
|
Peabody Acquisition Co. No. 5 Pty Ltd
|
Australia
|
Peabody Acquisition Cooperative U.A.
|
Netherlands
|
Peabody AMBV2 B.V.
|
Netherlands
|
Peabody America, LLC
|
Delaware
|
Peabody Archveyor, LLC
|
Delaware
|
Peabody Arclar Mining, LLC
|
Indiana
|
Peabody Asset Holdings, LLC
|
Delaware
|
Peabody Australia Holdco Pty Ltd.
|
Australia
|
Peabody Australia Intermediate Pty Ltd
|
Australia
|
Peabody Australia Mining Pty Ltd.
|
N.S.W.
|
Peabody BB Interests Pty Ltd
|
Australia
|
Peabody Bear Run Mining, LLC
|
Delaware
|
Peabody Bear Run Services, LLC
|
Delaware
|
Peabody Bistrotel Pty Ltd
|
Australia
|
Peabody Budjero Holdings Pty Ltd
|
Australia
|
Peabody Budjero Pty Ltd
|
Australia
|
Peabody Caballo Mining, LLC
|
Delaware
|
Peabody Capricorn Pty Ltd
|
Australia
|
Peabody Cardinal Gasification, LLC
|
Delaware
|
Peabody China, LLC
|
Delaware
|
Peabody CHPP Pty Ltd
|
Australia
|
Peabody Coal Venezuela Ltd.
|
Bermuda
|
Peabody Coalsales Australia Pty Ltd.
|
Australia
|
Peabody Coalsales, LLC
|
Delaware
|
Peabody COALSALES Pacific Pty Ltd
|
Australia
|
Peabody Coaltrade Asia Private Ltd.
|
Singapore
|
Peabody Coaltrade Australia Pty Ltd.
|
N.S.W.
|
Peabody Coaltrade GmbH
|
Germany
|
Peabody Coaltrade India Private Ltd
|
India
|
Peabody Coaltrade International (CTI), LLC
|
Delaware
|
Peabody Coaltrade International Limited
|
England
|
Peabody Coaltrade, LLC
|
Delaware
|
Peabody Colorado Operations, LLC
|
Delaware
|
Peabody Colorado Services, LLC
|
Delaware
|
Peabody Coppabella Coal Pty Ltd
|
Australia
|
Peabody Coulterville Mining, LLC
|
Delaware
|
Peabody Custom Mining Ltd
|
Australia
|
Peabody Development Company, LLC
|
Delaware
|
Peabody Electricity, LLC
|
Delaware
|
Peabody Employment Services, LLC
|
Delaware
|
Peabody Energy (Botswana) (Proprietary) Limited
|
Botswana
|
Peabody Energy (Gibraltar) Limited
|
Gibraltar
|
Peabody Energy Australia Coal Pty Ltd.
|
N.S.W.
|
Peabody Energy Australia PCI (C&M Equipment) Pty Ltd
|
Australia
|
Peabody Energy Australia PCI (C&M Management) Pty Ltd
|
Australia
|
Peabody Energy Australia PCI Berrigurra Pty Ltd
|
Australia
|
Peabody Energy Australia PCI Equipment Pty Ltd
|
Australia
|
Peabody Energy Australia PCI Exploration Pty Ltd
|
Australia
|
Peabody Energy Australia PCI Financing Pty Ltd
|
Australia
|
Peabody Energy Australia PCI Management Pty Ltd
|
Australia
|
Peabody Energy Australia PCI Mine Management Pty Ltd
|
Australia
|
Peabody Energy Australia PCI Pty Ltd
|
Australia
|
Peabody Energy Australia PCI Rush Pty Ltd
|
Australia
|
Peabody Energy Australia Pty Ltd
|
N.S.W.
|
Peabody Energy Corporation
|
Delaware
|
Peabody Energy Finance Pty Ltd.
|
Australia
|
Peabody Energy Generation Holding Company
|
Delaware
|
Peabody Energy Investments, Inc.
|
Delaware
|
Peabody Energy Solutions, Inc.
|
Delaware
|
Peabody Gateway North Mining, LLC
|
Delaware
|
Peabody Gateway Services, LLC
|
Delaware
|
Peabody Global Funding, LLC
|
Delaware
|
Peabody Global Services Pte Ltd.
|
Singapore
|
Peabody Gobi LLC
|
Mongolia
|
Peabody Holding Company, LLC
|
Delaware
|
Peabody Holdings (Gibraltar) Limited
|
Gibraltar
|
Peabody Holland BV
|
Netherlands
|
Peabody IC Funding Corp.
|
Delaware
|
Peabody IC Holdings, LLC
|
Delaware
|
Peabody Illinois Services, LLC
|
Delaware
|
Peabody Indiana Services, LLC
|
Delaware
|
Peabody International (Gibraltar) Limited
|
Gibraltar
|
Peabody International Holdings, LLC
|
Delaware
|
Peabody International Investments, Inc.
|
Delaware
|
Peabody International Services, Inc.
|
Delaware
|
Peabody Investment & Development Business Services Beijing Co., Ltd.
|
China
|
Peabody Investments (Gibraltar) Limited
|
Gibraltar
|
Peabody Investments Corp.
|
Delaware
|
Peabody Investments Pte Ltd
|
Singapore
|
Peabody Magnolia Grove Holdings, LLC
|
Delaware
|
Peabody MCC (Gibraltar) Limited
|
Gibraltar
|
Peabody MCC Holdco Pty Ltd.
|
Australia
|
Peabody Midwest Management Services, LLC
|
Delaware
|
Peabody Midwest Mining, LLC
|
Delaware
|
Peabody Midwest Operations, LLC
|
Delaware
|
Peabody Midwest Services, LLC
|
Delaware
|
Peabody Mining (Gibraltar) Limited
|
Gibraltar
|
Peabody Mongolia, LLC
|
Delaware
|
Peabody Monto Coal Pty Ltd
|
Australia
|
Peabody Moorvale Pty Ltd.
|
Australia
|
Peabody Moorvale West Pty Ltd
|
Australia
|
Peabody Mozambique, Limitada
|
Mozambique
|
Peabody Natural Gas, LLC
|
Delaware
|
Peabody Natural Resources Company
|
Delaware
|
Peabody Netherlands Holding B.V.
|
Netherlands
|
Peabody New Mexico Services, LLC
|
Delaware
|
Peabody Olive Downs Pty Ltd
|
Australia
|
Peabody Operations Holding, LLC
|
Delaware
|
Peabody Pastoral Holdings Pty Ltd.
|
Australia
|
Peabody Powder River Mining, LLC
|
Delaware
|
Peabody Powder River Operations, LLC
|
Delaware
|
Peabody Powder River Services, LLC
|
Delaware
|
Peabody PowerTree Investments LLC
|
Delaware
|
Peabody Recreational Lands LLC
|
Delaware
|
Peabody Rocky Mountain Management Services, LLC
|
Delaware
|
Peabody Rocky Mountain Services, LLC
|
Delaware
|
Peabody Sage Creek Mining, LLC
|
Delaware
|
Peabody School Creek Mining, LLC
|
Delaware
|
Peabody Securities Finance Corporation
|
Delaware
|
Peabody Services Holding, LLC
|
Delaware
|
Peabody Southwest, LLC
|
Delaware
|
Peabody Southwestern Coal Company, LLC
|
Delaware
|
Peabody Terminal Holding Company, LLC
|
Delaware
|
Peabody Terminals, LLC
|
Delaware
|
Peabody Trout Creek Reservoir LLC
|
Delaware
|
Peabody Twentymile Mining, LLC
|
Delaware
|
Peabody Venezuela Coal Corporation
|
Delaware
|
Peabody Venture Fund, LLC
|
Delaware
|
Peabody West Burton Pty Ltd
|
Australia
|
Peabody West Rolleston Pty Ltd
|
Australia
|
Peabody West Walker Pty Ltd
|
Australia
|
Peabody Western Coal Company
|
Delaware
|
Peabody Wild Boar Mining, LLC
|
Delaware
|
Peabody Wild Boar Services, LLC
|
Delaware
|
Peabody Williams Fork Mining, LLC
|
Delaware
|
Peabody Wyoming Gas, LLC
|
Delaware
|
Peabody Wyoming Services, LLC
|
Delaware
|
Peabody-Waterside Development LLC
|
Delaware
|
PEAMCoal Holdings Pty Ltd.
|
Australia
|
PEAMCoal Pty Ltd.
|
Australia
|
PEC Equipment Company, LLC
|
Delaware
|
PG Investments Six LLC
|
Delaware
|
Point Pleasant Dock Company LLC
|
Delaware
|
Pond River Land Company
|
Delaware
|
Porcupine Production LLC
|
Delaware
|
Porcupine Transportation LLC
|
Delaware
|
Port Kembia Coal Terminal Ltd
|
N.S.W
|
PT Peabody Consulting Indonesia
|
Indonesia
|
PT Peabody Mining Services
|
Indonesia
|
Red Mountain Infrastructure Pty Ltd.
|
Australia
|
Red Mountain JV (re CHPP)
|
Australia
|
Ribfield Pty Ltd
|
Australia
|
Riverview Terminal Company
|
Delaware
|
Sage Creek Holdings, LLC
|
Delaware
|
Sage Creek Land & Reserves, LLC
|
Delaware
|
School Creek Coal Resources, LLC
|
Delaware
|
Seneca Coal Company, LLC
|
Delaware
|
Seneca Property, LLC
|
Delaware
|
Shoshone Coal Corporation
|
Delaware
|
Southwest Coal Holdings, LLC
|
Delaware
|
Star Lake Energy Company LLC
|
Delaware
|
Sterling Centennial Missouri Insurance Corporation
|
Missouri
|
Sugar Camp Properties, LLC
|
Delaware
|
Thoroughbred Generating Company LLC
|
Delaware
|
Thoroughbred Mining Company LLC
|
Delaware
|
Transportes Coal Sea de Venezuela, CA
|
Venezuela
|
Twentymile Coal LLC
|
Delaware
|
Twentymile Equipment Company, LLC
|
Delaware
|
Twentymile Holdings, LLC
|
Delaware
|
United Minerals Company LLC
|
Indiana
|
Wambo Coal Pty Ltd.
|
Australia
|
Wambo Coal Terminal Pty Ltd.
|
Australia
|
Wambo Open Cut Pty Ltd.
|
Australia
|
West Roundup Resources, LLC
|
Delaware
|
WICET Holdings Pty Ltd
|
Australia
|
Wild Boar Equipment Company, LLC
|
Delaware
|
Wild Boar Land Holdings Company, LLC
|
Delaware
|
Wilpinjong Coal Pty Ltd.
|
Australia
|
1.
|
I have reviewed this annual report on Form 10-K of Peabody Energy Corporation (“the registrant”);
|
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.
|
/s/ Glenn L. Kellow
|
|
Glenn L. Kellow
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this annual report on Form 10-K of Peabody Energy Corporation (“the registrant”);
|
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.
|
/s/ Amy B. Schwetz
|
|
Amy B. Schwetz
|
|
Executive Vice President and Chief Financial Officer
|
|
(1)
|
the Annual Report on Form 10-K for the annual period ended
December 31, 2016
(the “Periodic Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Peabody Energy Corporation.
|
/s/ Glenn L. Kellow
|
|
Glenn L. Kellow
|
|
President and Chief Executive Officer
|
|
(1)
|
the Annual Report on Form 10-K for the annual period ended
December 31, 2016
(the “Periodic Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Peabody Energy Corporation.
|
/s/ Amy B. Schwetz
|
|
Amy B. Schwetz
|
|
Executive Vice President and Chief Financial Officer
|
|
•
|
Section 104 S&S Violations
: The total number of violations received from MSHA under section 104(a) of the Mine Act that could significantly and substantially contribute to a serious injury if left unabated.
|
•
|
Section 104(b)Orders
: The total number of orders issued by MSHA under section 104(b) of the Mine Act, which represents a failure to abate a citation under section 104(a) within the period of time prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated.
|
•
|
Section 104(d) Citations and Orders
: The total number of citations and orders issued by MSHA under section 104(d) of the Mine Act for unwarrantable failure to comply with mandatory health or safety standards.
|
•
|
Section 104(e) Notices
: The total number of notices issued by MSHA under section 104(e) of the Mine Act for a pattern of violations that could contribute to mine health or safety hazards.
|
•
|
Section 110(b)(2)Violations
: The total number of flagrant violations issued by MSHA under section 110(b)(2) of the Mine Act.
|
•
|
Section 107(a) Orders
: The total number of orders issued by MSHA under section 107(a) of the Mine Act for situations in which MSHA determined an imminent danger existed.
|
•
|
Proposed MSHA Assessments
: The total dollar value of proposed assessments from MSHA.
|
•
|
Fatalities
: The total number of mining-related fatalities.
|
|
|
Section
104 S&S
Violations
|
|
Section
104(b)
Orders
|
|
Section
104(d)
Citations and
Orders
|
|
Section
104(e) Pattern
of Violations
|
|
Section
110(b)(2)
Violations
|
|
Section
107(a)
Orders
|
|
($)
Proposed
MSHA
Assessments
|
|
|
|||||||||
Mine
(1)
|
|
|
|
|
|
|
|
|
Fatalities
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|||||||||
Midwestern U.S. Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Air Quality
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
0.2
|
|
|
—
|
|
Arclar Preparation Plant
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
Bear Run
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
Cardinal Mine
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Francisco Preparation Plant (Francisco Mine)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
Francisco Underground
|
|
130
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,382.5
|
|
|
—
|
|
|
Gateway
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
Gateway Mine North
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37.4
|
|
|
—
|
|
|
Gateway Preparation Plant
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
Midwest Repair Facility (Columbia Maintenance Services)
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
Somerville Central
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
Somerville North
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
West 61
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
Wild Boar
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
Wildcat Hills Cottage Grove Pit
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|
|
||
Wildcat Hills Underground
|
|
60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
235.4
|
|
|
—
|
|
|
Powder River Basin Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Caballo
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|
North Antelope Rochelle
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.3
|
|
|
—
|
|
|
Rawhide
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
Western U.S. Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
El Segundo
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
|
—
|
|
|
Kayenta
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.3
|
|
|
—
|
|
|
Lee Ranch
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
Twentymile (Foidel Creek Mine)
|
|
43
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
290.6
|
|
|
|
(1)
|
The definition of "mine" under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting coal, such as land, structures, facilities, equipment, machines, tools and coal preparation facilities. Also, there are instances where the mine name per the MSHA system differs from the mine name utilized by us. Where applicable, we have parenthetically listed the name of the mine per the MSHA system. Also, all mines are listed alphabetically within each of our U.S. mining segments.
|
•
|
Contests of Citations and Orders
: A contest proceeding may be filed with the Commission by operators, miners or miners’ representatives to challenge the issuance of a citation or order issued by MSHA, including citations related to disputed provisions of operators' emergency response plans.
|
•
|
Contests of Proposed Penalties (Petitions for Assessment of Penalties)
:
A contest of a proposed penalty is an administrative proceeding before the Commission challenging a civil penalty that MSHA has proposed for the violation. Such proceedings may also involve appeals of judges' decisions or orders to the Commission on proposed penalties, including petitions for discretionary review and review by the Commission on its own motion.
|
•
|
Complaints for Compensation
:
A complaint for compensation may be filed with the Commission by miners entitled to compensation when a mine is closed by certain withdrawal orders issued by MSHA. The purpose of the proceeding is to determine the amount of compensation, if any, due miners idled by the orders.
|
•
|
Complaints of Discharge, Discrimination or Interference
:
A discrimination proceeding is a case that involves a miner’s allegation that he or she has suffered a wrong by the operator because he or she engaged in some type of activity protected under the Mine Act, such as making a safety complaint. This category includes temporary reinstatement proceedings, which involve cases in which a miner has filed a complaint with MSHA stating he or she has suffered discrimination and the miner has lost his or her position.
|
•
|
Applications for Temporary Relief:
An application for temporary relief from any modification or termination of any order or from any order issued under certain subparts of section 104 of the Mine Act may be filed with the Commission at any time before such order becomes final.
|
|
|
Pending Legal Actions
|
|
Legal Actions Initiated During the Year Ended
December 31, 2016
|
|
Legal Actions Resolved During the Year Ended
December 31, 2016
|
||||||||||
|
|
Number of Pending Legal Actions as of December 31, 2016
|
|
Pre-Penalty Contests of Citations/Orders
|
|
Contests of Penalty Assessment
(2)
|
|
Complaints for Compensation
|
|
Complaints of Discharge, Discrimination or Interference
|
|
Applications for Temporary Relief
|
|
|
||
Mine
(1)
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midwestern U.S. Mining
|
|
|
|
|
|
|
|
|
|
|
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Air Quality
(3)(4)
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—
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—
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—
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—
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|
—
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—
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—
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|
3
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Bear Run
|
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—
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—
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—
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—
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—
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—
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1
|
|
2
|
Francisco Underground
|
|
23
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—
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|
23
|
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—
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—
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—
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19
|
|
13
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Gateway
|
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7
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—
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7
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—
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—
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—
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4
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—
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Somerville Central
|
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—
|
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—
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—
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—
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—
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—
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1
|
|
1
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Vermilion Grove (Riola Complex Vermilion Grove Portal)
(3)(4)
|
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1
|
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—
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1
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—
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—
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—
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—
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—
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Wildcat Hills Underground
|
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2
|
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—
|
|
2
|
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—
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—
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|
—
|
|
5
|
|
8
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Willow Lake Portal
(3)
|
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4
|
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—
|
|
4
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—
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—
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—
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—
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—
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West 61
|
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1
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—
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|
1
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—
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—
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—
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|
2
|
|
1
|
Powder River Basin Mining
|
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|
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|
|
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North Antelope Rochelle
|
|
2
|
|
1
|
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—
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—
|
|
1
|
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—
|
|
1
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2
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Western U.S. Mining
|
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Kayenta
|
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—
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—
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—
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—
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—
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—
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—
|
|
2
|
Twentymile (Foidel Creek)
|
|
15
|
|
14
|
|
1
|
|
—
|
|
—
|
|
—
|
|
11
|
|
12
|
(1)
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The definition of "mine" under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting coal, such as land, structures, facilities, equipment, machines, tools and coal preparation facilities. Also, there are instances where the mine name per the MSHA system differs from the mine name utilized by us. Where applicable, we have parenthetically listed the name of the mine per the MSHA system. Also, all mines are listed alphabetically within each of our U.S. mining segments.
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(2)
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Contests included a total of 1 appeals of judge's decisions or orders to the Commission as of December 31, 2016.
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(3)
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Mine was closed as of December 31, 2016.
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(4)
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Mine was classified in discontinued operations as of December 31, 2016.
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