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FORM 10-Q
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þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2017
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¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ____________ to ____________
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Delaware
|
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13-4004153
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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701 Market Street, St. Louis, Missouri
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63101-1826
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
þ
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||||
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Emerging growth company
¨
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Page
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Unaudited Condensed Consolidated Statements of Cash Flows for th
e Three Months Ended March 31, 2017 and 2016
|
|
Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the
Three Months Ended March 31, 2017
|
|
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EX-31.1
|
|
EX-31.2
|
|
EX-32.1
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EX-32.2
|
|
EX-95
|
|
EX-101 INSTANCE DOCUMENT
|
|
EX-101 SCHEMA DOCUMENT
|
|
EX-101 CALCULATION LINKBASE DOCUMENT
|
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EX-101 LABELS LINKBASE DOCUMENT
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EX-101 PRESENTATION LINKBASE DOCUMENT
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EX-101 DEFINITION LINKBASE DOCUMENT
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Three Months Ended
|
||||||
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March 31,
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||||||
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2017
|
|
2016
|
||||
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(Dollars in millions, except per share data)
|
|||||||
Revenues
|
|
|
|
|
||||
Sales
|
|
$
|
1,064.1
|
|
|
$
|
879.8
|
|
Other revenues
|
|
262.1
|
|
|
147.4
|
|
||
Total revenues
|
|
1,326.2
|
|
|
1,027.2
|
|
||
Costs and expenses
|
|
|
|
|
||||
Operating costs and expenses (exclusive of items shown separately below)
|
|
963.7
|
|
|
920.2
|
|
||
Depreciation, depletion and amortization
|
|
119.9
|
|
|
111.8
|
|
||
Asset retirement obligation expenses
|
|
14.6
|
|
|
13.1
|
|
||
Selling and administrative expenses
|
|
37.2
|
|
|
48.3
|
|
||
Restructuring charges
|
|
—
|
|
|
12.1
|
|
||
Other operating (income) loss:
|
|
|
|
|
||||
Net gain on disposal of assets
|
|
(22.8
|
)
|
|
(1.8
|
)
|
||
Asset impairment
|
|
30.5
|
|
|
17.2
|
|
||
(Income) loss from equity affiliates
|
|
(15.0
|
)
|
|
9.0
|
|
||
Operating profit (loss)
|
|
198.1
|
|
|
(102.7
|
)
|
||
Interest expense
|
|
32.9
|
|
|
126.2
|
|
||
Interest income
|
|
(2.7
|
)
|
|
(1.4
|
)
|
||
Reorganization items, net
|
|
41.4
|
|
|
—
|
|
||
Income (loss) from continuing operations before income taxes
|
|
126.5
|
|
|
(227.5
|
)
|
||
Income tax benefit
|
|
(4.5
|
)
|
|
(65.8
|
)
|
||
Income (loss) from continuing operations, net of income taxes
|
|
131.0
|
|
|
(161.7
|
)
|
||
Loss from discontinued operations, net of income taxes
|
|
(4.1
|
)
|
|
(3.4
|
)
|
||
Net income (loss)
|
|
126.9
|
|
|
(165.1
|
)
|
||
Less: Net income attributable to noncontrolling interests
|
|
4.8
|
|
|
—
|
|
||
Net income (loss) attributable to common stockholders
|
|
$
|
122.1
|
|
|
$
|
(165.1
|
)
|
|
|
|
|
|
||||
Income (loss) from continuing operations:
|
|
|
|
|
||||
Basic income (loss) per share
|
|
$
|
6.82
|
|
|
$
|
(8.85
|
)
|
Diluted income (loss) per share
|
|
$
|
6.80
|
|
|
$
|
(8.85
|
)
|
|
|
|
|
|
||||
Net income (loss) attributable to common stockholders:
|
|
|
|
|
||||
Basic income (loss) per share
|
|
$
|
6.60
|
|
|
$
|
(9.03
|
)
|
Diluted income (loss) per share
|
|
$
|
6.57
|
|
|
$
|
(9.03
|
)
|
|
|
|
|
|
||||
Dividends declared per share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in millions)
|
||||||
Net income (loss)
|
$
|
126.9
|
|
|
$
|
(165.1
|
)
|
Reclassification for realized losses on cash flow hedges (net of respective net tax provision of $9.1 and $29.2) included in net income (loss)
|
18.6
|
|
|
49.7
|
|
||
Postretirement plans and workers' compensation obligations (net of respective net tax provision of $2.5 and $2.1)
|
4.4
|
|
|
3.6
|
|
||
Foreign currency translation adjustment
|
5.5
|
|
|
2.7
|
|
||
Other comprehensive income, net of income taxes
|
28.5
|
|
|
56.0
|
|
||
Comprehensive income (loss)
|
155.4
|
|
|
(109.1
|
)
|
||
Less: Comprehensive income attributable to noncontrolling interests
|
4.8
|
|
|
—
|
|
||
Comprehensive income (loss) attributable to common stockholders
|
$
|
150.6
|
|
|
$
|
(109.1
|
)
|
|
|
(Unaudited)
|
|
|
||||
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
|
(Amounts in millions, except per share data)
|
||||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,068.1
|
|
|
$
|
872.3
|
|
Restricted cash
|
|
80.7
|
|
|
54.3
|
|
||
Successor Notes issuance proceeds - restricted cash
|
|
1,000.0
|
|
|
—
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $12.8 at March 31, 2017 and $13.1 at December 31, 2016
|
|
312.1
|
|
|
473.0
|
|
||
Inventories
|
|
250.8
|
|
|
203.7
|
|
||
Assets from coal trading activities, net
|
|
0.6
|
|
|
0.7
|
|
||
Other current assets
|
|
493.9
|
|
|
486.6
|
|
||
Total current assets
|
|
3,206.2
|
|
|
2,090.6
|
|
||
Property, plant, equipment and mine development, net
|
|
8,653.9
|
|
|
8,776.7
|
|
||
Investments and other assets
|
|
976.4
|
|
|
910.4
|
|
||
Total assets
|
|
$
|
12,836.5
|
|
|
$
|
11,777.7
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Current portion of long-term debt
|
|
$
|
18.2
|
|
|
$
|
20.2
|
|
Liabilities from coal trading activities, net
|
|
0.7
|
|
|
1.2
|
|
||
Accounts payable and accrued expenses
|
|
967.3
|
|
|
990.4
|
|
||
Total current liabilities
|
|
986.2
|
|
|
1,011.8
|
|
||
Long-term debt, less current portion
|
|
950.5
|
|
|
—
|
|
||
Deferred income taxes
|
|
16.2
|
|
|
17.6
|
|
||
Asset retirement obligations
|
|
707.0
|
|
|
717.8
|
|
||
Accrued postretirement benefit costs
|
|
753.9
|
|
|
756.3
|
|
||
Other noncurrent liabilities
|
|
511.1
|
|
|
496.2
|
|
||
Total liabilities not subject to compromise
|
|
3,924.9
|
|
|
2,999.7
|
|
||
Liabilities subject to compromise
|
|
8,416.7
|
|
|
8,440.2
|
|
||
Total liabilities
|
|
12,341.6
|
|
|
11,439.9
|
|
||
Stockholders’ equity
|
|
|
|
|
||||
Preferred Stock — $0.01 per share par value; 10.0 shares authorized, no shares issued or outstanding as of March 31, 2017 or December 31, 2016
|
|
—
|
|
|
—
|
|
||
Perpetual Preferred Stock — 0.8 shares authorized, no shares issued or outstanding as of March 31, 2017 or December 31, 2016
|
|
—
|
|
|
—
|
|
||
Series Common Stock — $0.01 per share par value; 40.0 shares authorized, no shares issued or outstanding as of March 31, 2017 or December 31, 2016
|
|
—
|
|
|
—
|
|
||
Common Stock — $0.01 per share par value; 53.3 shares authorized,19.3 shares issued and 18.5 shares outstanding as of March 31, 2017 and December 31, 2016
|
|
0.2
|
|
|
0.2
|
|
||
Additional paid-in capital
|
|
2,423.9
|
|
|
2,422.0
|
|
||
Treasury stock, at cost — 0.8 shares as of March 31, 2017 and December 31, 2016
|
|
(371.9
|
)
|
|
(371.8
|
)
|
||
Accumulated deficit
|
|
(1,121.1
|
)
|
|
(1,243.2
|
)
|
||
Accumulated other comprehensive loss
|
|
(448.5
|
)
|
|
(477.0
|
)
|
||
Peabody Energy Corporation stockholders’ equity
|
|
482.6
|
|
|
330.2
|
|
||
Noncontrolling interests
|
|
12.3
|
|
|
7.6
|
|
||
Total stockholders’ equity
|
|
494.9
|
|
|
337.8
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
12,836.5
|
|
|
$
|
11,777.7
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(Dollars in millions)
|
||||||
Cash Flows From Operating Activities
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
126.9
|
|
|
$
|
(165.1
|
)
|
Loss from discontinued operations, net of income taxes
|
|
4.1
|
|
|
3.4
|
|
||
Income (loss) from continuing operations, net of income taxes
|
|
131.0
|
|
|
(161.7
|
)
|
||
Adjustments to reconcile income (loss) from continuing operations, net of income taxes to net cash provided by (used in) operating activities:
|
|
|
|
|
||||
Depreciation, depletion and amortization
|
|
119.9
|
|
|
111.8
|
|
||
Noncash interest expense
|
|
0.5
|
|
|
6.9
|
|
||
Deferred income taxes
|
|
(5.0
|
)
|
|
(49.4
|
)
|
||
Noncash share-based compensation
|
|
1.9
|
|
|
2.4
|
|
||
Asset impairment
|
|
30.5
|
|
|
17.2
|
|
||
Net gain on disposal of assets
|
|
(22.8
|
)
|
|
(1.8
|
)
|
||
(Income) loss from equity affiliates
|
|
(15.0
|
)
|
|
9.0
|
|
||
Gain on voluntary employee beneficiary association settlement
|
|
—
|
|
|
(68.1
|
)
|
||
Settlement of hedge positions
|
|
—
|
|
|
(17.8
|
)
|
||
Unrealized gains on non-coal trading derivative contracts
|
|
—
|
|
|
(25.0
|
)
|
||
Reclassification from other comprehensive earnings for terminated hedge contracts
|
|
27.6
|
|
|
—
|
|
||
Noncash reorganization items, net
|
|
10.0
|
|
|
—
|
|
||
Changes in current assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
159.3
|
|
|
125.8
|
|
||
Change in receivable from accounts receivable securitization program
|
|
—
|
|
|
(168.5
|
)
|
||
Inventories
|
|
(47.2
|
)
|
|
(8.0
|
)
|
||
Net assets from coal trading activities
|
|
(0.5
|
)
|
|
6.0
|
|
||
Other current assets
|
|
0.1
|
|
|
(36.0
|
)
|
||
Accounts payable and accrued expenses
|
|
(54.9
|
)
|
|
(71.1
|
)
|
||
Restricted cash
|
|
(94.1
|
)
|
|
(100.2
|
)
|
||
Asset retirement obligations
|
|
10.2
|
|
|
9.0
|
|
||
Workers' compensation obligations
|
|
(3.1
|
)
|
|
(3.3
|
)
|
||
Accrued postretirement benefit costs
|
|
0.8
|
|
|
(0.2
|
)
|
||
Accrued pension costs
|
|
5.4
|
|
|
5.4
|
|
||
Take-or-pay obligation settlement
|
|
(5.5
|
)
|
|
(15.5
|
)
|
||
Other, net
|
|
(2.5
|
)
|
|
(5.8
|
)
|
||
Net cash provided by (used in) continuing operations
|
|
246.6
|
|
|
(438.9
|
)
|
||
Net cash used in discontinued operations
|
|
(8.2
|
)
|
|
(0.1
|
)
|
||
Net cash provided by (used in) operating activities
|
|
238.4
|
|
|
(439.0
|
)
|
||
Cash Flows From Investing Activities
|
|
|
|
|
||||
Additions to property, plant, equipment and mine development
|
|
(32.8
|
)
|
|
(13.3
|
)
|
||
Changes in accrued expenses related to capital expenditures
|
|
(1.4
|
)
|
|
(3.4
|
)
|
||
Federal coal lease expenditures
|
|
(0.5
|
)
|
|
(0.4
|
)
|
||
Proceeds from disposal of assets
|
|
24.3
|
|
|
2.1
|
|
||
Contributions to joint ventures
|
|
(95.4
|
)
|
|
(81.7
|
)
|
||
Distributions from joint ventures
|
|
90.5
|
|
|
87.4
|
|
||
Advances to related parties
|
|
(0.4
|
)
|
|
(1.2
|
)
|
||
Repayments of loans from related parties
|
|
31.1
|
|
|
2.1
|
|
||
Other, net
|
|
(0.3
|
)
|
|
(4.5
|
)
|
||
Net cash provided by (used in) investing activities
|
|
15.1
|
|
|
(12.9
|
)
|
||
Cash Flows From Financing Activities
|
|
|
|
|
||||
Proceeds from long-term debt
|
|
1,000.0
|
|
|
947.0
|
|
||
Successor Notes issuance proceeds into escrow
|
|
(1,000.0
|
)
|
|
—
|
|
||
Repayments of long-term debt
|
|
(2.1
|
)
|
|
(6.2
|
)
|
||
Payment of deferred financing costs
|
|
(55.4
|
)
|
|
(2.8
|
)
|
||
Distributions to noncontrolling interests
|
|
(0.1
|
)
|
|
—
|
|
||
Other, net
|
|
(0.1
|
)
|
|
(1.8
|
)
|
||
Net cash (used in) provided by financing activities
|
|
(57.7
|
)
|
|
936.2
|
|
||
Net change in cash and cash equivalents
|
|
195.8
|
|
|
484.3
|
|
||
Cash and cash equivalents at beginning of period
|
|
872.3
|
|
|
261.3
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
1,068.1
|
|
|
$
|
745.6
|
|
|
Peabody Energy Corporation Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury Stock
|
|
Accumulated Deficit
|
|
Accumulated
Other Comprehensive
Loss
|
|
Noncontrolling
Interests
|
|
Total
Stockholders’
Equity
|
||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||
December 31, 2016
|
$
|
0.2
|
|
|
$
|
2,422.0
|
|
|
$
|
(371.8
|
)
|
|
$
|
(1,243.2
|
)
|
|
$
|
(477.0
|
)
|
|
$
|
7.6
|
|
|
$
|
337.8
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
122.1
|
|
|
—
|
|
|
4.8
|
|
|
126.9
|
|
|||||||
Net realized losses on cash flow hedges (net of $9.1 net tax provision)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.6
|
|
|
—
|
|
|
18.6
|
|
|||||||
Postretirement plans and workers’ compensation obligations (net of $2.5 net tax provision)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
4.4
|
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
|
5.5
|
|
|||||||
Share-based compensation for equity-classified awards
|
—
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|||||||
Repurchase of employee common stock relinquished for tax withholding
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||||||
March 31, 2017
|
$
|
0.2
|
|
|
$
|
2,423.9
|
|
|
$
|
(371.9
|
)
|
|
$
|
(1,121.1
|
)
|
|
$
|
(448.5
|
)
|
|
$
|
12.3
|
|
|
$
|
494.9
|
|
•
|
11.6 million
shares of Common Stock pursuant to the initial distribution of Common Stock to holders of Allowed Claims (as defined in the Plan) in Classes 2A, 2B, 2C, 2D and 5B on account of such claims as provided in the Plan; and
|
•
|
51.2 million
shares of Common Stock and
2.9 million
Warrants (the 1145 Warrants) pursuant to the completed Rights Offering to certain holders of the Company’s prepetition indebtedness for total consideration of
$704.4 million
.
|
•
|
30.0 million
shares of Preferred Stock to specified parties to the Private Placement Agreement, dated as of December 22, 2016 (as amended, the Private Placement Agreement), among the Company and the other parties thereto, for total consideration of
$750.0 million
;
|
•
|
3.3 million
shares of Common Stock and
0.2 million
Warrants (the Private Warrants, and together with the 1145 Warrants, the Warrants) to specified parties to the Backstop Commitment Agreement, dated as of December 22, 2016 (as amended, the Backstop Commitment Agreement), among the Company and the other parties thereto, on account of their commitments under that agreement, for total consideration of
$45.6 million
; and
|
•
|
4.8 million
shares of Common Stock and
3.1 million
Private Warrants to specified parties to the Private Placement Agreement and Backstop Commitment Agreement on account of commitment premiums contemplated by those agreements.
|
•
|
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, as trustee, 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, as trustee, 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, as trustee, 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, as trustee, 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 trustee, 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 a term loan facility (the 2013 Term Loan Facility) and
$1,650.0 million
under a revolving credit facility (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 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 Amendment Agreement, dated as of February 5, 2015.
|
•
|
options (including non-qualified stock options and incentive stock options);
|
•
|
stock appreciation rights;
|
•
|
restricted stock;
|
•
|
restricted stock units;
|
•
|
deferred stock;
|
•
|
performance units;
|
•
|
dividend equivalents; and
|
•
|
cash incentive awards.
|
|
|
Three Months Ended
|
||
|
|
March 31, 2017
|
||
|
|
(Dollars in millions)
|
||
Professional fees
|
|
$
|
42.5
|
|
Accounts payable settlement gains
|
|
(0.7
|
)
|
|
Interest income
|
|
(0.4
|
)
|
|
Reorganization items, net
|
|
$
|
41.4
|
|
Previously Reported Balance Sheet Line
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
|
(Dollars in millions)
|
||||||
Debt
(1)
|
|
$
|
8,077.4
|
|
|
$
|
8,080.3
|
|
Interest payable
|
|
172.6
|
|
|
172.6
|
|
||
Environmental liabilities
|
|
61.9
|
|
|
61.9
|
|
||
Trade payables
|
|
55.2
|
|
|
58.4
|
|
||
Postretirement benefit obligations
(2)
|
|
23.0
|
|
|
34.6
|
|
||
Other accrued liabilities
|
|
26.6
|
|
|
32.4
|
|
||
Liabilities subject to compromise
|
|
$
|
8,416.7
|
|
|
$
|
8,440.2
|
|
(1)
|
Includes
$7,768.3 million
and
$7,771.2 million
of first lien, second lien and unsecured debt at March 31, 2017 and December 31, 2016, respectively, and
$257.3 million
of derivative contract terminations, and
$51.8 million
of liabilities secured by prepetition letters of credit at March 31, 2017 and December 31, 2016.
|
(2)
|
Includes liabilities for unfunded non-qualified pension plans, all the participants of which are former employees.
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(Dollars in millions)
|
||||||
Loss from discontinued operations, net of income taxes
|
|
$
|
(4.1
|
)
|
|
$
|
(3.4
|
)
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
|
(Dollars in millions)
|
||||||
Assets:
|
|
|
|
|
||||
Other current assets
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Investments and other assets
|
|
15.9
|
|
|
15.9
|
|
||
Total assets classified as discontinued operations
|
|
$
|
16.1
|
|
|
$
|
16.1
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
$
|
50.6
|
|
|
$
|
55.9
|
|
Other noncurrent liabilities
|
|
199.7
|
|
|
198.5
|
|
||
Liabilities subject to compromise
|
|
20.9
|
|
|
20.9
|
|
||
Total liabilities classified as discontinued operations
|
|
$
|
271.2
|
|
|
$
|
275.3
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
(Dollars in millions)
|
||||||
Materials and supplies
|
$
|
101.6
|
|
|
$
|
104.5
|
|
Raw coal
|
40.9
|
|
|
29.6
|
|
||
Saleable coal
|
108.3
|
|
|
69.6
|
|
||
Total
|
$
|
250.8
|
|
|
$
|
203.7
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||
Financial Instrument
|
|
Income Statement
Classification of (Losses) Gains
|
|
Total realized loss recognized in income
|
|
Loss reclassified from other comprehensive loss into income
|
|
(Loss) gain recognized in income on derivatives
|
|
Unrealized gain (loss)recognized in income on non- designated derivatives
|
||||||||
|
|
|
(Dollars in millions)
|
|||||||||||||||
Commodity swap contracts
|
|
Operating costs and expenses
|
|
$
|
(11.0
|
)
|
|
$
|
(11.0
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
Operating costs and expenses
|
|
(16.6
|
)
|
|
(16.6
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
|
$
|
(27.6
|
)
|
|
$
|
(27.6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||
Financial Instrument
|
|
Income Statement
Classification of (Losses) Gains
|
|
Total realized loss recognized in income
|
|
Loss reclassified from other comprehensive loss into income
|
|
(Loss) gain recognized in income on derivatives
|
|
Unrealized gain (loss)recognized in income on non- designated derivatives
|
||||||||
|
|
|
(Dollars in millions)
|
|||||||||||||||
Commodity swap contracts
|
|
Operating costs and expenses
|
|
$
|
(34.9
|
)
|
|
$
|
(24.8
|
)
|
|
$
|
(10.1
|
)
|
|
$
|
(5.4
|
)
|
Foreign currency forward contracts
|
|
Operating costs and expenses
|
|
(76.1
|
)
|
|
(53.9
|
)
|
|
(22.2
|
)
|
|
30.4
|
|
||||
Total
|
|
|
|
$
|
(111.0
|
)
|
|
$
|
(78.7
|
)
|
|
$
|
(32.3
|
)
|
|
$
|
25.0
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
Trading Revenues by Type of Instrument
|
|
2017
|
|
2016
|
||||
|
|
(Dollars in millions)
|
||||||
Futures, swaps and options
|
|
$
|
7.1
|
|
|
$
|
(4.0
|
)
|
Physical purchase/sale contracts
|
|
24.5
|
|
|
(4.8
|
)
|
||
Total trading revenues (losses)
|
|
$
|
31.6
|
|
|
$
|
(8.8
|
)
|
Affected Line Item in the Condensed Consolidated Balance Sheets
|
|
Gross Amounts of Recognized Assets (Liabilities)
|
|
Gross Amounts Offset in the Condensed Consolidated Balance Sheets
|
|
Variation Margin (Held) Posted
(1)
|
|
Net Amounts of Assets (Liabilities) Presented in the Condensed Consolidated Balance Sheets
|
||||||||
|
|
(Dollars in millions)
|
||||||||||||||
|
|
Fair Value as of March 31, 2017
|
||||||||||||||
Assets from coal trading activities, net
|
|
$
|
157.5
|
|
|
$
|
(155.2
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
0.6
|
|
Liabilities from coal trading activities, net
|
|
(185.3
|
)
|
|
155.2
|
|
|
29.4
|
|
|
(0.7
|
)
|
||||
Total, net
|
|
$
|
(27.8
|
)
|
|
$
|
—
|
|
|
$
|
27.7
|
|
|
$
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
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
|
)
|
(1)
|
None
of the net variation margin (held) posted at
March 31, 2017
and December 31, 2016, respectively, related to cash flow hedges.
|
|
March 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Physical purchase/sale contracts
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
(0.7
|
)
|
|
$
|
(0.1
|
)
|
Total net financial assets (liabilities)
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
(0.7
|
)
|
|
$
|
(0.1
|
)
|
|
December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Futures, swaps and options
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
Physical purchase/sale contracts
|
—
|
|
|
0.7
|
|
|
(1.1
|
)
|
|
(0.4
|
)
|
||||
Total net financial assets (liabilities)
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
(1.1
|
)
|
|
$
|
(0.5
|
)
|
•
|
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.
|
|
|
Range
|
|
Weighted
|
|||||
Input
|
|
Low
|
|
High
|
|
Average
|
|||
Credit and non-performance risk
|
|
26
|
%
|
|
26
|
%
|
|
26
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in millions)
|
||||||
Beginning of period
|
$
|
(1.1
|
)
|
|
$
|
(15.6
|
)
|
Transfers out of Level 3
|
0.2
|
|
|
10.7
|
|
||
Total gains realized/unrealized:
|
|
|
|
|
|
||
Included in earnings
|
0.2
|
|
|
(0.1
|
)
|
||
Sales
|
—
|
|
|
(0.1
|
)
|
||
Settlements
|
—
|
|
|
1.2
|
|
||
End of period
|
$
|
(0.7
|
)
|
|
$
|
(3.9
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in millions)
|
||||||
Changes in unrealized gains (losses)
(1)
|
$
|
0.3
|
|
|
$
|
(0.1
|
)
|
(1)
|
Within the unaudited condensed consolidated statements of operations and unaudited condensed 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.
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
(Dollars in millions)
|
||||||
Land and coal interests
|
$
|
10,297.7
|
|
|
$
|
10,330.8
|
|
Buildings and improvements
|
1,479.3
|
|
|
1,507.6
|
|
||
Machinery and equipment
|
2,143.8
|
|
|
2,130.2
|
|
||
Less: Accumulated depreciation, depletion and amortization
|
(5,266.9
|
)
|
|
(5,191.9
|
)
|
||
Total, net
|
$
|
8,653.9
|
|
|
$
|
8,776.7
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
(Dollars in millions)
|
||||||
6.000% Senior Notes due March 2022
|
$
|
475.4
|
|
|
$
|
—
|
|
6.375% Senior Notes due March 2025
|
475.1
|
|
|
—
|
|
||
2013 Revolver
|
1,555.2
|
|
|
1,558.1
|
|
||
2013 Term Loan Facility due September 2020
|
1,154.5
|
|
|
1,154.5
|
|
||
6.00% Senior Notes due November 2018
|
1,509.9
|
|
|
1,509.9
|
|
||
6.50% Senior Notes due September 2020
|
645.8
|
|
|
645.8
|
|
||
6.25% Senior Notes due November 2021
|
1,327.7
|
|
|
1,327.7
|
|
||
10.00% Senior Secured Second Lien Notes due March 2022
|
962.3
|
|
|
962.3
|
|
||
7.875% Senior Notes due November 2026
|
245.9
|
|
|
245.9
|
|
||
Convertible Junior Subordinated Debentures due December 2066
|
367.1
|
|
|
367.1
|
|
||
Capital lease obligations
|
17.6
|
|
|
19.7
|
|
||
Other
|
0.5
|
|
|
0.4
|
|
||
|
8,737.0
|
|
|
7,791.4
|
|
||
Less: Current portion of long-term debt
|
18.2
|
|
|
20.2
|
|
||
Less: Liabilities subject to compromise
|
7,768.3
|
|
|
7,771.2
|
|
||
Long-term debt
|
$
|
950.5
|
|
|
$
|
—
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in millions)
|
||||||
Service cost for benefits earned
|
$
|
0.6
|
|
|
$
|
0.6
|
|
Interest cost on projected benefit obligation
|
9.7
|
|
|
10.4
|
|
||
Expected return on plan assets
|
(11.0
|
)
|
|
(11.3
|
)
|
||
Amortization of prior service cost and net actuarial loss
|
6.4
|
|
|
6.2
|
|
||
Net periodic pension cost
|
$
|
5.7
|
|
|
$
|
5.9
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in millions)
|
||||||
Service cost for benefits earned
|
$
|
2.3
|
|
|
$
|
2.6
|
|
Interest cost on accumulated postretirement benefit obligation
|
8.4
|
|
|
8.8
|
|
||
Amortization of prior service cost and net actuarial loss
|
3.2
|
|
|
2.4
|
|
||
Net periodic postretirement benefit cost
|
$
|
13.9
|
|
|
$
|
13.8
|
|
|
Foreign
Currency
Translation
Adjustment
|
|
Net
Actuarial Loss
Associated with
Postretirement
Plans and
Workers’
Compensation
Obligations
|
|
Prior Service
Cost Associated
with
Postretirement
Plans
|
|
Cash Flow
Hedges
|
|
Total
Accumulated
Other
Comprehensive
Loss
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
December 31, 2016
|
$
|
(148.2
|
)
|
|
$
|
(256.3
|
)
|
|
$
|
21.7
|
|
|
$
|
(94.2
|
)
|
|
$
|
(477.0
|
)
|
Reclassification from other comprehensive income to earnings
|
—
|
|
|
5.8
|
|
|
(1.4
|
)
|
|
18.6
|
|
|
23.0
|
|
|||||
Current period change
|
5.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
|||||
March 31, 2017
|
$
|
(142.7
|
)
|
|
$
|
(250.5
|
)
|
|
$
|
20.3
|
|
|
$
|
(75.6
|
)
|
|
$
|
(448.5
|
)
|
|
|
Amount reclassified from accumulated other comprehensive loss
(1)
|
|
|
||||||
|
|
Three Months Ended March 31,
|
|
|
||||||
Details about accumulated other comprehensive loss components
|
|
2017
|
|
2016
|
|
Affected line item in the unaudited condensed 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
|
|
$
|
(5.5
|
)
|
|
$
|
(5.1
|
)
|
|
Operating costs and expenses
|
Defined benefit pension plans
|
|
(5.3
|
)
|
|
(5.1
|
)
|
|
Operating costs and expenses
|
||
Defined benefit pension plans
|
|
(1.0
|
)
|
|
(1.0
|
)
|
|
Selling and administrative expenses
|
||
Insignificant items
|
|
2.7
|
|
|
2.9
|
|
|
|
||
|
|
(9.1
|
)
|
|
(8.3
|
)
|
|
Total before income taxes
|
||
|
|
3.3
|
|
|
3.1
|
|
|
Income tax benefit
|
||
|
|
$
|
(5.8
|
)
|
|
$
|
(5.2
|
)
|
|
Total after income taxes
|
|
|
|
|
|
|
|
||||
Prior service credit associated with postretirement plans:
|
|
|
|
|
|
|
||||
Postretirement health care and life insurance benefits
|
|
$
|
2.3
|
|
|
$
|
2.7
|
|
|
Operating costs and expenses
|
Defined benefit pension plans
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
Operating costs and expenses
|
||
|
|
2.2
|
|
|
2.6
|
|
|
Total before income taxes
|
||
|
|
(0.8
|
)
|
|
(1.0
|
)
|
|
Income tax provision
|
||
|
|
$
|
1.4
|
|
|
$
|
1.6
|
|
|
Total after income taxes
|
|
|
|
|
|
|
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign currency cash flow hedge contracts
|
|
(16.6
|
)
|
|
$
|
(53.9
|
)
|
|
Operating costs and expenses
|
|
Fuel and explosives commodity swaps
|
|
(11.0
|
)
|
|
(24.8
|
)
|
|
Operating costs and expenses
|
||
Insignificant items
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
|
||
|
|
(27.7
|
)
|
|
(78.9
|
)
|
|
Total before income taxes
|
||
|
|
9.1
|
|
|
29.2
|
|
|
Income tax benefit
|
||
|
|
$
|
(18.6
|
)
|
|
$
|
(49.7
|
)
|
|
Total after income taxes
|
(1)
|
Presented as gains (losses) in the unaudited condensed consolidated statements of operations.
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(In millions, except per share data)
|
||||||
EPS numerator:
|
|
|
|
|
||||
Income (loss) from continuing operations, net of income taxes
|
|
$
|
131.0
|
|
|
$
|
(161.7
|
)
|
Less: Net income attributable to noncontrolling interests
|
|
4.8
|
|
|
—
|
|
||
Income (loss) from continuing operations attributable to common stockholders, before allocation of earnings to participating securities
|
|
126.2
|
|
|
(161.7
|
)
|
||
Less: Earnings allocated to participating securities
|
|
1.1
|
|
|
—
|
|
||
Income (loss) from continuing operations attributable to common stockholders, after allocation of earnings to participating securities
(1)
|
|
125.1
|
|
|
(161.7
|
)
|
||
Loss from discontinued operations, net of income taxes
|
|
(4.1
|
)
|
|
(3.4
|
)
|
||
Less: Loss from discontinued operations allocated to participating securities
|
|
(0.1
|
)
|
|
—
|
|
||
Loss from discontinued operations attributable to common stockholders, after allocation of earnings to participating securities
(1)
|
|
(4.0
|
)
|
|
(3.4
|
)
|
||
Net income (loss) attributable to common stockholders, after allocation of earnings to participating securities
(1)
|
|
$
|
121.1
|
|
|
$
|
(165.1
|
)
|
|
|
|
|
|
||||
EPS denominator:
|
|
|
|
|
||||
Weighted average shares outstanding — basic
|
|
18.3
|
|
|
18.3
|
|
||
Impact of dilutive securities
|
|
0.1
|
|
|
—
|
|
||
Weighted average shares outstanding — diluted
|
|
18.4
|
|
|
18.3
|
|
||
|
|
|
|
|
||||
Basic EPS attributable to common stockholders:
|
|
|
|
|
||||
Income (loss) from continuing operations
|
|
$
|
6.82
|
|
|
$
|
(8.85
|
)
|
Loss from discontinued operations
|
|
(0.22
|
)
|
|
(0.18
|
)
|
||
Net income (loss) attributable to common stockholders
|
|
$
|
6.60
|
|
|
$
|
(9.03
|
)
|
|
|
|
|
|
||||
Diluted EPS attributable to common stockholders:
|
|
|
|
|
||||
Income (loss) from continuing operations
|
|
$
|
6.80
|
|
|
$
|
(8.85
|
)
|
Loss from discontinued operations
|
|
(0.23
|
)
|
|
(0.18
|
)
|
||
Net income (loss) attributable to common stockholders
|
|
$
|
6.57
|
|
|
$
|
(9.03
|
)
|
(1)
|
The reallocation adjustment for participating securities to arrive at the numerator used to calculate diluted EPS was less than $0.1 million for the periods presented.
|
|
Reclamation
Bonding Requirements
|
|
Coal Lease
Obligations
|
|
Workers’
Compensation
Obligations
|
|
Other
(1)
|
|
Total
|
|
Cash Collateral in Support of Financial Instruments
(2)
|
||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||
Self-bonding
|
$
|
894.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
894.7
|
|
|
$
|
—
|
|
Surety bonds
(3)
|
348.4
|
|
|
93.8
|
|
|
19.1
|
|
|
14.0
|
|
|
475.3
|
|
|
73.4
|
|
||||||
Bank guarantees
|
57.8
|
|
|
—
|
|
|
—
|
|
|
25.4
|
|
|
83.2
|
|
|
83.5
|
|
||||||
Other
(4)
|
207.7
|
|
|
—
|
|
|
40.7
|
|
|
63.3
|
|
|
311.7
|
|
|
207.7
|
|
||||||
Total
|
$
|
1,508.6
|
|
|
$
|
93.8
|
|
|
$
|
59.8
|
|
|
$
|
102.7
|
|
|
$
|
1,764.9
|
|
|
$
|
364.6
|
|
(1)
|
Other includes the
$37.0 million
in letters of credit related to TXU Europe Limited described below and an additional
$65.7 million
in bank guarantees, letters of credit and surety bonds related to collateral for road maintenance, performance guarantees and other operations.
|
(2)
|
Cash collateral in support of financial instruments is included in the condensed consolidated balance sheets within "Restricted cash" or "Investments and other assets" depending upon the nature of the underlying obligation.
|
(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 20. "Matters Related to the Bankruptcy of Patriot Coal Corporation".
|
(4)
|
Other under the "Reclamation Bonding Requirements" heading 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.
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(Dollars in millions)
|
||||||
Revenues:
|
|
|
|
|
||||
Powder River Basin Mining
|
|
$
|
394.3
|
|
|
$
|
336.0
|
|
Midwestern U.S. Mining
|
|
193.2
|
|
|
199.6
|
|
||
Western U.S. Mining
|
|
149.7
|
|
|
112.5
|
|
||
Australian Metallurgical Mining
|
|
328.9
|
|
|
205.1
|
|
||
Australian Thermal Mining
|
|
224.8
|
|
|
176.7
|
|
||
Trading and Brokerage
|
|
31.6
|
|
|
(8.8
|
)
|
||
Corporate and Other
|
|
3.7
|
|
|
6.1
|
|
||
Total
|
|
$
|
1,326.2
|
|
|
$
|
1,027.2
|
|
|
|
|
|
|
||||
Adjusted EBITDA:
|
|
|
|
|
||||
Powder River Basin Mining
|
|
$
|
91.7
|
|
|
$
|
73.8
|
|
Midwestern U.S. Mining
|
|
50.0
|
|
|
60.6
|
|
||
Western U.S. Mining
|
|
50.0
|
|
|
20.1
|
|
||
Australian Metallurgical Mining
|
|
109.6
|
|
|
(37.3
|
)
|
||
Australian Thermal Mining
|
|
75.6
|
|
|
42.9
|
|
||
Trading and Brokerage
|
|
25.4
|
|
|
(18.8
|
)
|
||
Corporate and Other
(1)
|
|
(44.4
|
)
|
|
(111.2
|
)
|
||
Total
|
|
$
|
357.9
|
|
|
$
|
30.1
|
|
(1)
|
Includes a gain of
$68.1 million
related to the 2016 Settlement Agreement described in Note 20 "Matters related to the Bankruptcy of Patriot Coal Corporation" during the three months ended March 31, 2016 and a gain of
$19.7 million
related to the sale of Dominion Terminal Associates during the three months ended March 31, 2017.
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(Dollars in millions)
|
||||||
Income (loss) from continuing operations, net of income taxes
|
|
$
|
131.0
|
|
|
$
|
(161.7
|
)
|
Depreciation, depletion and amortization
|
|
119.9
|
|
|
111.8
|
|
||
Asset retirement obligation expenses
|
|
14.6
|
|
|
13.1
|
|
||
Selling and administrative expenses related to debt restructuring
|
|
—
|
|
|
14.3
|
|
||
Asset impairment
|
|
30.5
|
|
|
17.2
|
|
||
Change in deferred tax asset valuation allowance related to equity affiliates
|
|
(5.2
|
)
|
|
1.4
|
|
||
Interest expense
|
|
32.9
|
|
|
126.2
|
|
||
Unrealized gains on non-coal trading derivative contracts realized into income
|
|
—
|
|
|
(25.0
|
)
|
||
Interest income
|
|
(2.7
|
)
|
|
(1.4
|
)
|
||
Reorganization items, net
|
|
41.4
|
|
|
—
|
|
||
Income tax benefit
|
|
(4.5
|
)
|
|
(65.8
|
)
|
||
Total Adjusted EBITDA
|
|
$
|
357.9
|
|
|
$
|
30.1
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Total revenues
|
$
|
—
|
|
|
$
|
732.9
|
|
|
$
|
661.7
|
|
|
$
|
(68.4
|
)
|
|
$
|
1,326.2
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating costs and expenses (exclusive of items shown separately below)
|
27.5
|
|
|
551.4
|
|
|
453.2
|
|
|
(68.4
|
)
|
|
963.7
|
|
|||||
Depreciation, depletion and amortization
|
—
|
|
|
69.7
|
|
|
50.2
|
|
|
—
|
|
|
119.9
|
|
|||||
Asset retirement obligation expenses
|
—
|
|
|
7.2
|
|
|
7.4
|
|
|
—
|
|
|
14.6
|
|
|||||
Selling and administrative expenses
|
2.0
|
|
|
30.6
|
|
|
4.6
|
|
|
—
|
|
|
37.2
|
|
|||||
Other operating (income) loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net gain (loss) on disposal of assets
|
—
|
|
|
(22.9
|
)
|
|
0.1
|
|
|
—
|
|
|
(22.8
|
)
|
|||||
Asset impairment
|
—
|
|
|
—
|
|
|
30.5
|
|
|
—
|
|
|
30.5
|
|
|||||
(Income) loss from equity affiliates and investment in subsidiaries
|
(177.2
|
)
|
|
0.9
|
|
|
(15.9
|
)
|
|
177.2
|
|
|
(15.0
|
)
|
|||||
Interest expense
|
32.9
|
|
|
4.4
|
|
|
5.5
|
|
|
(9.9
|
)
|
|
32.9
|
|
|||||
Interest income
|
—
|
|
|
(2.1
|
)
|
|
(10.5
|
)
|
|
9.9
|
|
|
(2.7
|
)
|
|||||
Reorganization items, net
|
(0.2
|
)
|
|
41.0
|
|
|
0.6
|
|
|
—
|
|
|
41.4
|
|
|||||
Income from continuing operations before income taxes
|
115.0
|
|
|
52.7
|
|
|
136.0
|
|
|
(177.2
|
)
|
|
126.5
|
|
|||||
Income tax (benefit) provision
|
(10.0
|
)
|
|
(2.7
|
)
|
|
8.2
|
|
|
—
|
|
|
(4.5
|
)
|
|||||
Income from continuing operations, net of income taxes
|
125.0
|
|
|
55.4
|
|
|
127.8
|
|
|
(177.2
|
)
|
|
131.0
|
|
|||||
Loss from discontinued operations, net of income taxes
|
(2.9
|
)
|
|
(0.3
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(4.1
|
)
|
|||||
Net income
|
122.1
|
|
|
55.1
|
|
|
126.9
|
|
|
(177.2
|
)
|
|
126.9
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
4.8
|
|
|||||
Net income attributable to common stockholders
|
$
|
122.1
|
|
|
$
|
55.1
|
|
|
$
|
122.1
|
|
|
$
|
(177.2
|
)
|
|
$
|
122.1
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Net income
|
$
|
122.1
|
|
|
$
|
55.1
|
|
|
$
|
126.9
|
|
|
$
|
(177.2
|
)
|
|
$
|
126.9
|
|
Other comprehensive income, net of income taxes
|
28.5
|
|
|
5.8
|
|
|
5.5
|
|
|
(11.3
|
)
|
|
28.5
|
|
|||||
Comprehensive income
|
150.6
|
|
|
60.9
|
|
|
132.4
|
|
|
(188.5
|
)
|
|
155.4
|
|
|||||
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
4.8
|
|
|||||
Comprehensive income attributable to common stockholders
|
$
|
150.6
|
|
|
$
|
60.9
|
|
|
$
|
127.6
|
|
|
$
|
(188.5
|
)
|
|
$
|
150.6
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Total revenues
|
$
|
—
|
|
|
$
|
663.9
|
|
|
$
|
441.1
|
|
|
$
|
(77.8
|
)
|
|
$
|
1,027.2
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating costs and expenses (exclusive of items shown separately below)
|
17.9
|
|
|
522.3
|
|
|
457.8
|
|
|
(77.8
|
)
|
|
920.2
|
|
|||||
Depreciation, depletion and amortization
|
—
|
|
|
51.1
|
|
|
60.7
|
|
|
—
|
|
|
111.8
|
|
|||||
Asset retirement obligation expenses
|
—
|
|
|
6.5
|
|
|
6.6
|
|
|
—
|
|
|
13.1
|
|
|||||
Selling and administrative expenses
|
2.4
|
|
|
42.2
|
|
|
3.7
|
|
|
—
|
|
|
48.3
|
|
|||||
Restructuring charges
|
—
|
|
|
11.4
|
|
|
0.7
|
|
|
—
|
|
|
12.1
|
|
|||||
Other operating (income) loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net gain on disposal of assets
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|||||
Asset impairment
|
—
|
|
|
—
|
|
|
17.2
|
|
|
—
|
|
|
17.2
|
|
|||||
Loss from equity affiliates and investment in subsidiaries
|
53.3
|
|
|
1.2
|
|
|
7.8
|
|
|
(53.3
|
)
|
|
9.0
|
|
|||||
Interest expense
|
122.6
|
|
|
5.8
|
|
|
6.2
|
|
|
(8.4
|
)
|
|
126.2
|
|
|||||
Interest income
|
—
|
|
|
(1.0
|
)
|
|
(8.8
|
)
|
|
8.4
|
|
|
(1.4
|
)
|
|||||
(Loss) income from continuing operations before income taxes
|
(196.2
|
)
|
|
26.2
|
|
|
(110.8
|
)
|
|
53.3
|
|
|
(227.5
|
)
|
|||||
Income tax benefit
|
(33.1
|
)
|
|
(18.5
|
)
|
|
(14.2
|
)
|
|
—
|
|
|
(65.8
|
)
|
|||||
(Loss) income from continuing operations, net of income taxes
|
(163.1
|
)
|
|
44.7
|
|
|
(96.6
|
)
|
|
53.3
|
|
|
(161.7
|
)
|
|||||
Loss from discontinued operations, net of income taxes
|
(2.0
|
)
|
|
(0.5
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(3.4
|
)
|
|||||
Net (loss) income attributable to common stockholders
|
$
|
(165.1
|
)
|
|
$
|
44.2
|
|
|
$
|
(97.5
|
)
|
|
$
|
53.3
|
|
|
$
|
(165.1
|
)
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Net (loss) income
|
$
|
(165.1
|
)
|
|
$
|
44.2
|
|
|
$
|
(97.5
|
)
|
|
$
|
53.3
|
|
|
$
|
(165.1
|
)
|
Other comprehensive income, net of income taxes
|
56.0
|
|
|
5.1
|
|
|
2.7
|
|
|
(7.8
|
)
|
|
56.0
|
|
|||||
Comprehensive (loss) income attributable to common stockholders
|
$
|
(109.1
|
)
|
|
$
|
49.3
|
|
|
$
|
(94.8
|
)
|
|
$
|
45.5
|
|
|
$
|
(109.1
|
)
|
|
March 31, 2017
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
221.4
|
|
|
$
|
9.4
|
|
|
$
|
837.3
|
|
|
$
|
—
|
|
|
$
|
1,068.1
|
|
Restricted cash
|
13.8
|
|
|
—
|
|
|
66.9
|
|
|
—
|
|
|
80.7
|
|
|||||
Successor Notes issuance
proceeds - restricted cash
|
1,000.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000.0
|
|
|||||
Accounts receivable, net
|
—
|
|
|
—
|
|
|
330.9
|
|
|
(18.8
|
)
|
|
312.1
|
|
|||||
Receivables from affiliates, net
|
878.2
|
|
|
—
|
|
|
798.5
|
|
|
(1,676.7
|
)
|
|
—
|
|
|||||
Inventories
|
—
|
|
|
93.9
|
|
|
156.9
|
|
|
—
|
|
|
250.8
|
|
|||||
Assets from coal trading activities, net
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
0.6
|
|
|||||
Other current assets
|
25.2
|
|
|
51.5
|
|
|
417.2
|
|
|
—
|
|
|
493.9
|
|
|||||
Total current assets
|
2,138.6
|
|
|
155.1
|
|
|
2,608.0
|
|
|
(1,695.5
|
)
|
|
3,206.2
|
|
|||||
Property, plant, equipment and mine development, net
|
—
|
|
|
4,332.5
|
|
|
4,321.4
|
|
|
—
|
|
|
8,653.9
|
|
|||||
Deferred income taxes
|
—
|
|
|
185.0
|
|
|
—
|
|
|
(185.0
|
)
|
|
—
|
|
|||||
Investments and other assets
|
8,988.2
|
|
|
3.8
|
|
|
602.7
|
|
|
(8,618.3
|
)
|
|
976.4
|
|
|||||
Notes receivable from affiliates, net
|
—
|
|
|
1,047.5
|
|
|
—
|
|
|
(1,047.5
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
11,126.8
|
|
|
$
|
5,723.9
|
|
|
$
|
7,532.1
|
|
|
$
|
(11,546.3
|
)
|
|
$
|
12,836.5
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
18.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18.2
|
|
Payables to affiliates, net
|
—
|
|
|
1,676.7
|
|
|
—
|
|
|
(1,676.7
|
)
|
|
—
|
|
|||||
Liabilities from coal trading activities, net
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|||||
Accounts payable and accrued expenses
|
71.6
|
|
|
432.7
|
|
|
481.8
|
|
|
(18.8
|
)
|
|
967.3
|
|
|||||
Total current liabilities
|
71.6
|
|
|
2,127.6
|
|
|
482.5
|
|
|
(1,695.5
|
)
|
|
986.2
|
|
|||||
Long-term debt, less current portion
|
950.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
950.5
|
|
|||||
Deferred income taxes
|
195.4
|
|
|
—
|
|
|
5.8
|
|
|
(185.0
|
)
|
|
16.2
|
|
|||||
Notes payable to affiliates, net
|
1,032.6
|
|
|
—
|
|
|
14.9
|
|
|
(1,047.5
|
)
|
|
—
|
|
|||||
Other noncurrent liabilities
|
167.3
|
|
|
1,337.5
|
|
|
467.2
|
|
|
—
|
|
|
1,972.0
|
|
|||||
Total liabilities not subject to compromise
|
2,417.4
|
|
|
3,465.1
|
|
|
970.4
|
|
|
(2,928.0
|
)
|
|
3,924.9
|
|
|||||
Liabilities subject to compromise
|
8,226.8
|
|
|
175.4
|
|
|
14.5
|
|
|
—
|
|
|
8,416.7
|
|
|||||
Total liabilities
|
10,644.2
|
|
|
3,640.5
|
|
|
984.9
|
|
|
(2,928.0
|
)
|
|
12,341.6
|
|
|||||
Peabody Energy Corporation stockholders’ equity
|
482.6
|
|
|
2,083.4
|
|
|
6,534.9
|
|
|
(8,618.3
|
)
|
|
482.6
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
12.3
|
|
|
—
|
|
|
12.3
|
|
|||||
Total stockholders’ equity
|
482.6
|
|
|
2,083.4
|
|
|
6,547.2
|
|
|
(8,618.3
|
)
|
|
494.9
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
11,126.8
|
|
|
$
|
5,723.9
|
|
|
$
|
7,532.1
|
|
|
$
|
(11,546.3
|
)
|
|
$
|
12,836.5
|
|
|
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
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidated
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) continuing operations
|
$
|
167.9
|
|
|
$
|
(288.2
|
)
|
|
$
|
366.9
|
|
|
$
|
246.6
|
|
Net cash used in discontinued operations
|
(6.0
|
)
|
|
(0.7
|
)
|
|
(1.5
|
)
|
|
(8.2
|
)
|
||||
Net cash provided by (used in) operating activities
|
161.9
|
|
|
(288.9
|
)
|
|
365.4
|
|
|
238.4
|
|
||||
Cash Flows From Investing Activities
|
|
|
|
|
|
|
|
||||||||
Additions to property, plant, equipment and mine development
|
—
|
|
|
(22.2
|
)
|
|
(10.6
|
)
|
|
(32.8
|
)
|
||||
Changes in accrued expenses related to capital expenditures
|
—
|
|
|
(0.4
|
)
|
|
(1.0
|
)
|
|
(1.4
|
)
|
||||
Federal coal lease expenditures
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
||||
Proceeds from disposal of assets
|
—
|
|
|
24.3
|
|
|
—
|
|
|
24.3
|
|
||||
Contributions to joint ventures
|
—
|
|
|
—
|
|
|
(95.4
|
)
|
|
(95.4
|
)
|
||||
Distributions from joint ventures
|
—
|
|
|
—
|
|
|
90.5
|
|
|
90.5
|
|
||||
Advances to related parties
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
(0.4
|
)
|
||||
Repayments of loans from related parties
|
—
|
|
|
—
|
|
|
31.1
|
|
|
31.1
|
|
||||
Other, net
|
—
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
||||
Net cash provided by investing activities
|
—
|
|
|
1.0
|
|
|
14.1
|
|
|
15.1
|
|
||||
Cash Flows From Financing Activities
|
|
|
|
|
|
|
|
||||||||
Proceeds from long-term debt
|
1,000.0
|
|
|
—
|
|
|
—
|
|
|
1,000.0
|
|
||||
Successor Notes issuance proceeds into escrow
|
(1,000.0
|
)
|
|
—
|
|
|
—
|
|
|
(1,000.0
|
)
|
||||
Repayments of long-term debt
|
—
|
|
|
(1.2
|
)
|
|
(0.9
|
)
|
|
(2.1
|
)
|
||||
Payment of deferred financing costs
|
(29.1
|
)
|
|
—
|
|
|
(26.3
|
)
|
|
(55.4
|
)
|
||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Other, net
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Transactions with affiliates, net
|
(177.9
|
)
|
|
191.5
|
|
|
(13.6
|
)
|
|
—
|
|
||||
Net cash (used in) provided by financing activities
|
(207.1
|
)
|
|
190.3
|
|
|
(40.9
|
)
|
|
(57.7
|
)
|
||||
Net change in cash and cash equivalents
|
(45.2
|
)
|
|
(97.6
|
)
|
|
338.6
|
|
|
195.8
|
|
||||
Cash and cash equivalents at beginning of period
|
266.6
|
|
|
107.0
|
|
|
498.7
|
|
|
872.3
|
|
||||
Cash and cash equivalents at end of period
|
$
|
221.4
|
|
|
$
|
9.4
|
|
|
$
|
837.3
|
|
|
$
|
1,068.1
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidated
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
|
|
||||||||
Net cash used in continuing operations
|
$
|
(331.7
|
)
|
|
$
|
(21.3
|
)
|
|
$
|
(85.9
|
)
|
|
$
|
(438.9
|
)
|
Net cash (used in) provided by discontinued operations
|
(1.4
|
)
|
|
1.9
|
|
|
(0.6
|
)
|
|
(0.1
|
)
|
||||
Net cash used in operating activities
|
(333.1
|
)
|
|
(19.4
|
)
|
|
(86.5
|
)
|
|
(439.0
|
)
|
||||
Cash Flows From Investing Activities
|
|
|
|
|
|
|
|
||||||||
Additions to property, plant, equipment and mine development
|
—
|
|
|
(4.3
|
)
|
|
(9.0
|
)
|
|
(13.3
|
)
|
||||
Changes in accrued expenses related to capital expenditures
|
—
|
|
|
(1.6
|
)
|
|
(1.8
|
)
|
|
(3.4
|
)
|
||||
Federal coal lease expenditures
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||
Proceeds from disposal of assets
|
—
|
|
|
2.0
|
|
|
0.1
|
|
|
2.1
|
|
||||
Contributions to joint ventures
|
—
|
|
|
—
|
|
|
(81.7
|
)
|
|
(81.7
|
)
|
||||
Distributions from joint ventures
|
—
|
|
|
—
|
|
|
87.4
|
|
|
87.4
|
|
||||
Advances to related parties
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
||||
Repayments of loans from related parties
|
—
|
|
|
—
|
|
|
2.1
|
|
|
2.1
|
|
||||
Other, net
|
—
|
|
|
(2.5
|
)
|
|
(2.0
|
)
|
|
(4.5
|
)
|
||||
Net cash used in investing activities
|
—
|
|
|
(8.0
|
)
|
|
(4.9
|
)
|
|
(12.9
|
)
|
||||
Cash Flows From Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Proceeds from long-term debt
|
947.0
|
|
|
—
|
|
|
—
|
|
|
947.0
|
|
||||
Repayments of long-term debt
|
(3.0
|
)
|
|
(1.1
|
)
|
|
(2.1
|
)
|
|
(6.2
|
)
|
||||
Payment of deferred financing costs
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
||||
Other, net
|
(0.1
|
)
|
|
(1.6
|
)
|
|
(0.1
|
)
|
|
(1.8
|
)
|
||||
Transactions with affiliates, net
|
21.7
|
|
|
33.8
|
|
|
(55.5
|
)
|
|
—
|
|
||||
Net cash provided by (used in) financing activities
|
962.8
|
|
|
31.1
|
|
|
(57.7
|
)
|
|
936.2
|
|
||||
Net change in cash and cash equivalents
|
629.7
|
|
|
3.7
|
|
|
(149.1
|
)
|
|
484.3
|
|
||||
Cash and cash equivalents at beginning of period
|
7.2
|
|
|
4.7
|
|
|
249.4
|
|
|
261.3
|
|
||||
Cash and cash equivalents at end of period
|
$
|
636.9
|
|
|
$
|
8.4
|
|
|
$
|
100.3
|
|
|
$
|
745.6
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||
|
Debtors
|
|
Non-Debtors
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Total revenues
|
$
|
733.0
|
|
|
$
|
594.5
|
|
|
$
|
(1.3
|
)
|
|
$
|
1,326.2
|
|
Costs and expenses
|
|
|
|
|
|
|
|
||||||||
Operating costs and expenses (exclusive of items shown separately below)
|
572.5
|
|
|
392.5
|
|
|
(1.3
|
)
|
|
963.7
|
|
||||
Depreciation, depletion and amortization
|
75.2
|
|
|
44.7
|
|
|
—
|
|
|
119.9
|
|
||||
Asset retirement obligation expenses
|
9.4
|
|
|
5.2
|
|
|
—
|
|
|
14.6
|
|
||||
Selling and administrative expenses
|
32.7
|
|
|
4.5
|
|
|
—
|
|
|
37.2
|
|
||||
Other operating (income) loss:
|
|
|
|
|
|
|
|
||||||||
Net (gain) loss on disposal of assets
|
(22.9
|
)
|
|
0.1
|
|
|
—
|
|
|
(22.8
|
)
|
||||
Asset impairment
|
30.5
|
|
|
—
|
|
|
—
|
|
|
30.5
|
|
||||
Income from equity affiliates and investment in subsidiaries
|
(148.1
|
)
|
|
(15.8
|
)
|
|
148.9
|
|
|
(15.0
|
)
|
||||
Interest expense
|
32.8
|
|
|
5.2
|
|
|
(5.1
|
)
|
|
32.9
|
|
||||
Interest income
|
(2.5
|
)
|
|
(5.3
|
)
|
|
5.1
|
|
|
(2.7
|
)
|
||||
Reorganization items, net
|
40.8
|
|
|
0.6
|
|
|
—
|
|
|
41.4
|
|
||||
Income from continuing operations before income taxes
|
112.6
|
|
|
162.8
|
|
|
(148.9
|
)
|
|
126.5
|
|
||||
Income tax (benefit) provision
|
(12.7
|
)
|
|
8.2
|
|
|
—
|
|
|
(4.5
|
)
|
||||
Income from continuing operations, net of income taxes
|
125.3
|
|
|
154.6
|
|
|
(148.9
|
)
|
|
131.0
|
|
||||
Loss from discontinued operations, net of income taxes
|
(3.2
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(4.1
|
)
|
||||
Net income
|
122.1
|
|
|
153.7
|
|
|
(148.9
|
)
|
|
126.9
|
|
||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
4.8
|
|
|
—
|
|
|
4.8
|
|
||||
Net income attributable to common stockholders
|
$
|
122.1
|
|
|
$
|
148.9
|
|
|
$
|
(148.9
|
)
|
|
$
|
122.1
|
|
|
March 31, 2017
|
||||||||||||||
|
Debtors
|
|
Non-Debtors
|
|
Reclassifications/Eliminations
|
|
Consolidated
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
261.6
|
|
|
$
|
806.5
|
|
|
$
|
—
|
|
|
$
|
1,068.1
|
|
Restricted cash
|
13.8
|
|
|
66.9
|
|
|
—
|
|
|
80.7
|
|
||||
Successor Notes issuance proceeds - restricted cash
|
1,000.0
|
|
|
—
|
|
|
—
|
|
|
1,000.0
|
|
||||
Accounts receivable, net
|
—
|
|
|
330.8
|
|
|
(18.7
|
)
|
|
312.1
|
|
||||
Receivables from affiliates, net
|
214.9
|
|
|
—
|
|
|
(214.9
|
)
|
|
—
|
|
||||
Inventories
|
116.3
|
|
|
134.5
|
|
|
—
|
|
|
250.8
|
|
||||
Assets from coal trading activities, net
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
0.6
|
|
||||
Other current assets
|
78.4
|
|
|
417.1
|
|
|
(1.6
|
)
|
|
493.9
|
|
||||
Total current assets
|
1,685.3
|
|
|
1,756.1
|
|
|
(235.2
|
)
|
|
3,206.2
|
|
||||
Property, plant, equipment and mine development, net
|
4,787.7
|
|
|
3,866.2
|
|
|
—
|
|
|
8,653.9
|
|
||||
Investments and other assets
|
4,573.3
|
|
|
573.1
|
|
|
(4,170.0
|
)
|
|
976.4
|
|
||||
Notes receivable from affiliates, net
|
1,047.5
|
|
|
—
|
|
|
(1,047.5
|
)
|
|
—
|
|
||||
Total assets
|
$
|
12,093.8
|
|
|
$
|
6,195.4
|
|
|
$
|
(5,452.7
|
)
|
|
$
|
12,836.5
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current portion of long-term debt
|
$
|
18.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18.2
|
|
Payables to affiliates, net
|
—
|
|
|
214.9
|
|
|
(214.9
|
)
|
|
—
|
|
||||
Income taxes payable
|
—
|
|
|
10.2
|
|
|
(1.6
|
)
|
|
8.6
|
|
||||
Liabilities from coal trading activities, net
|
0.1
|
|
|
0.6
|
|
|
—
|
|
|
0.7
|
|
||||
Accounts payable and accrued expenses
|
546.7
|
|
|
430.7
|
|
|
(18.7
|
)
|
|
958.7
|
|
||||
Total current liabilities
|
565.0
|
|
|
656.4
|
|
|
(235.2
|
)
|
|
986.2
|
|
||||
Long-term debt, less current portion
|
950.5
|
|
|
—
|
|
|
—
|
|
|
950.5
|
|
||||
Deferred income taxes
|
10.4
|
|
|
5.8
|
|
|
—
|
|
|
16.2
|
|
||||
Notes payable to affiliates, net
|
—
|
|
|
1,047.5
|
|
|
(1,047.5
|
)
|
|
—
|
|
||||
Other noncurrent liabilities
|
1,668.6
|
|
|
303.4
|
|
|
—
|
|
|
1,972.0
|
|
||||
Total liabilities not subject to compromise
|
3,194.5
|
|
|
2,013.1
|
|
|
(1,282.7
|
)
|
|
3,924.9
|
|
||||
Liabilities subject to compromise
|
8,416.7
|
|
|
—
|
|
|
—
|
|
|
8,416.7
|
|
||||
Total liabilities
|
11,611.2
|
|
|
2,013.1
|
|
|
(1,282.7
|
)
|
|
12,341.6
|
|
||||
Peabody Energy Corporation stockholders’ equity
|
482.6
|
|
|
4,170.0
|
|
|
(4,170.0
|
)
|
|
482.6
|
|
||||
Noncontrolling interests
|
—
|
|
|
12.3
|
|
|
—
|
|
|
12.3
|
|
||||
Total stockholders’ equity
|
482.6
|
|
|
4,182.3
|
|
|
(4,170.0
|
)
|
|
494.9
|
|
||||
Total liabilities and stockholders’ equity
|
$
|
12,093.8
|
|
|
$
|
6,195.4
|
|
|
$
|
(5,452.7
|
)
|
|
$
|
12,836.5
|
|
|
Three Months Ended March 31, 2017
|
||||||||||
|
Debtors
|
|
Non-Debtors
|
|
Consolidated
|
||||||
|
(Dollars in millions)
|
||||||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
||||||
Net cash (used in) provided by continuing operations
|
$
|
(49.7
|
)
|
|
$
|
296.3
|
|
|
$
|
246.6
|
|
Net cash used in discontinued operations
|
(6.0
|
)
|
|
(2.2
|
)
|
|
(8.2
|
)
|
|||
Net cash (used in) provided by operating activities
|
(55.7
|
)
|
|
294.1
|
|
|
238.4
|
|
|||
Cash Flows From Investing Activities
|
|
|
|
|
|
||||||
Additions to property, plant, equipment and mine development
|
(25.4
|
)
|
|
(7.4
|
)
|
|
(32.8
|
)
|
|||
Changes in accrued expenses related to capital expenditures
|
0.6
|
|
|
(2.0
|
)
|
|
(1.4
|
)
|
|||
Federal coal lease expenditures
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||
Proceeds from disposal of assets
|
24.3
|
|
|
—
|
|
|
24.3
|
|
|||
Contributions to joint ventures
|
—
|
|
|
(95.4
|
)
|
|
(95.4
|
)
|
|||
Distributions from joint ventures
|
—
|
|
|
90.5
|
|
|
90.5
|
|
|||
Advances to related parties
|
—
|
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|||
Repayments of loans from related parties
|
—
|
|
|
31.1
|
|
|
31.1
|
|
|||
Other, net
|
(0.5
|
)
|
|
0.2
|
|
|
(0.3
|
)
|
|||
Net cash (used in) provided by investing activities
|
(1.5
|
)
|
|
16.6
|
|
|
15.1
|
|
|||
Cash Flows From Financing Activities
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
1,000.0
|
|
|
—
|
|
|
1,000.0
|
|
|||
Successor Notes issuance proceeds into escrow
|
(1,000.0
|
)
|
|
—
|
|
|
(1,000.0
|
)
|
|||
Repayments of long-term debt
|
(1.2
|
)
|
|
(0.9
|
)
|
|
(2.1
|
)
|
|||
Payment of deferred financing costs
|
(55.4
|
)
|
|
—
|
|
|
(55.4
|
)
|
|||
Distributions to noncontrolling interests
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
Other, net
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||
Transactions with affiliates, net
|
(19.0
|
)
|
|
19.0
|
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(75.7
|
)
|
|
18.0
|
|
|
(57.7
|
)
|
|||
Net change in cash and cash equivalents
|
(132.9
|
)
|
|
328.7
|
|
|
195.8
|
|
|||
Cash and cash equivalents at beginning of period
|
394.5
|
|
|
477.8
|
|
|
872.3
|
|
|||
Cash and cash equivalents at end of period
|
$
|
261.6
|
|
|
$
|
806.5
|
|
|
$
|
1,068.1
|
|
•
|
competition in the energy market and supply and demand for our products, including the impact of alternative energy sources, such as natural gas and renewables;
|
•
|
global steel demand and the downstream impact on metallurgical coal prices, and lower demand for our products by electric power generators;
|
•
|
customer procurement practices and contract duration;
|
•
|
the impact of weather and natural disasters on demand, production and transportation;
|
•
|
reductions and/or deferrals of purchases by major customers and our ability to renew sales contracts;
|
•
|
credit and performance risks associated with customers, suppliers, contract miners, co-shippers, and trading, bank and other financial counterparties;
|
•
|
geologic, equipment, permitting, site access, operational risks and new technologies related to mining;
|
•
|
transportation availability, performance and costs;
|
•
|
availability, timing of delivery and costs of key supplies, capital equipment or commodities such as diesel fuel, steel, explosives and tires;
|
•
|
impact of take-or-pay arrangements for rail and port commitments for the delivery of coal;
|
•
|
successful implementation of business strategies, including, without limitation, the actions we are implementing to improve our organization and respond to current conditions;
|
•
|
negotiation of labor contracts, employee relations and workforce availability, including, without limitation, attracting and retaining key personnel;
|
•
|
changes in post-retirement benefit and pension obligations and their related funding requirements;
|
•
|
replacement and development of coal reserves;
|
•
|
effects of changes in interest rates and currency exchange rates (primarily the Australian dollar);
|
•
|
our ability to successfully consummate acquisitions or divestitures, and the resulting effects thereof;
|
•
|
economic strength and political stability of countries in which we have operations or serve customers;
|
•
|
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;
|
•
|
our ability to obtain and renew permits necessary for our operations;
|
•
|
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;
|
•
|
litigation or other dispute resolution, including, but not limited to, claims not yet asserted;
|
•
|
terrorist attacks or security threats, including, but not limited to, cybersecurity breaches;
|
•
|
impacts of pandemic illnesses;
|
•
|
any lack of an established market for certain of our securities, including our preferred stock, and potential dilution of our common stock due to future issuances of equity securities;
|
•
|
price volatility in our securities;
|
•
|
short-sales in our common stock;
|
•
|
any conflicts of interest between our significant shareholders and other holders of our capital stock;
|
•
|
our ability to generate sufficient cash to service all of our indebtedness;
|
•
|
our debt instruments and capital structure placing certain limits on our ability to pay dividends and repurchase common stock;
|
•
|
our ability to comply with financial and other restrictive covenants in various agreements, including our debt instruments; and
|
•
|
other risks and factors detailed in this report, including, but not limited to, those discussed in “Legal Proceedings,” set forth in Part II, Item 1 and in “Risk Factors,” set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q.
|
|
|
High
|
|
Low
|
|
Average
|
|
March 31, 2017
|
||||||||
Premium HCC
|
|
$
|
221.50
|
|
|
$
|
151.50
|
|
|
$
|
168.22
|
|
|
$
|
158.00
|
|
Premium PCI coal
|
|
$
|
119.20
|
|
|
$
|
101.75
|
|
|
$
|
109.66
|
|
|
$
|
111.20
|
|
Newcastle index thermal coal
|
|
$
|
90.50
|
|
|
$
|
78.20
|
|
|
$
|
81.81
|
|
|
$
|
80.75
|
|
PRB 8,800 Btu/Lb coal
|
|
$
|
12.55
|
|
|
$
|
11.15
|
|
|
$
|
11.90
|
|
|
$
|
11.55
|
|
Illinois Basin 11,500 Btu/Lb coal
|
|
$
|
35.50
|
|
|
$
|
33.50
|
|
|
$
|
34.22
|
|
|
$
|
33.50
|
|
|
Three Months Ended
|
|
Increase (Decrease)
|
||||||||
|
March 31,
|
|
to Volumes
|
||||||||
|
2017
|
|
2016
|
|
Tons
|
|
%
|
||||
|
(Tons in millions)
|
|
|
||||||||
Powder River Basin Mining
|
31.0
|
|
|
24.6
|
|
|
6.4
|
|
|
26
|
%
|
Midwestern U.S. Mining
|
4.5
|
|
|
4.5
|
|
|
—
|
|
|
—
|
%
|
Western U.S. Mining
|
3.4
|
|
|
2.9
|
|
|
0.5
|
|
|
17
|
%
|
Australian Metallurgical Mining
|
2.2
|
|
|
3.3
|
|
|
(1.1
|
)
|
|
(33
|
)%
|
Australian Thermal Mining
|
4.6
|
|
|
5.2
|
|
|
(0.6
|
)
|
|
(12
|
)%
|
Total tons sold from mining segments
|
45.7
|
|
|
40.5
|
|
|
5.2
|
|
|
13
|
%
|
Trading and Brokerage
|
0.4
|
|
|
2.0
|
|
|
(1.6
|
)
|
|
(80
|
)%
|
Total tons sold
|
46.1
|
|
|
42.5
|
|
|
3.6
|
|
|
8
|
%
|
|
Three Months Ended
|
|
(Decrease)
|
|||||||||||
|
March 31,
|
|
Increase
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|||||||
Revenues per Ton - Mining Operations
|
|
|
|
|
|
|
|
|||||||
Powder River Basin
|
$
|
12.70
|
|
|
$
|
13.69
|
|
|
$
|
(0.99
|
)
|
|
(7
|
)%
|
Midwestern U.S.
|
42.96
|
|
|
44.47
|
|
|
(1.51
|
)
|
|
(3
|
)%
|
|||
Western U.S.
|
44.68
|
|
|
38.58
|
|
|
6.10
|
|
|
16
|
%
|
|||
Australian Metallurgical
|
150.22
|
|
|
62.82
|
|
|
87.40
|
|
|
139
|
%
|
|||
Australian Thermal
|
48.65
|
|
|
33.74
|
|
|
14.91
|
|
|
44
|
%
|
|||
Operating Costs per Ton - Mining Operations
(1)
|
|
|
|
|
|
|
|
|||||||
Powder River Basin
|
$
|
9.75
|
|
|
$
|
10.68
|
|
|
$
|
(0.93
|
)
|
|
(9
|
)%
|
Midwestern U.S.
|
31.84
|
|
|
30.97
|
|
|
0.87
|
|
|
3
|
%
|
|||
Western U.S.
|
29.76
|
|
|
31.70
|
|
|
(1.94
|
)
|
|
(6
|
)%
|
|||
Australian Metallurgical
|
100.16
|
|
|
74.23
|
|
|
25.93
|
|
|
35
|
%
|
|||
Australian Thermal
|
32.27
|
|
|
25.55
|
|
|
6.72
|
|
|
26
|
%
|
|||
Gross Margin per Ton - Mining Operations
(1)
|
|
|
|
|
|
|
|
|||||||
Powder River Basin
|
$
|
2.95
|
|
|
$
|
3.01
|
|
|
$
|
(0.06
|
)
|
|
(2
|
)%
|
Midwestern U.S.
|
11.12
|
|
|
13.50
|
|
|
(2.38
|
)
|
|
(18
|
)%
|
|||
Western U.S.
|
14.92
|
|
|
6.88
|
|
|
8.04
|
|
|
117
|
%
|
|||
Australian Metallurgical
|
50.06
|
|
|
(11.41
|
)
|
|
61.47
|
|
|
539
|
%
|
|||
Australian Thermal
|
16.38
|
|
|
8.19
|
|
|
8.19
|
|
|
100
|
%
|
(1)
|
Includes revenue-based production taxes and royalties; excludes depreciation, depletion and amortization; asset retirement obligation expenses; selling and administrative expenses; restructuring charges; asset impairment; and certain other costs related to post-mining activities.
|
|
Three Months Ended
|
|
Increase (Decrease)
|
|||||||||||
|
March 31,
|
|
to Revenues
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Powder River Basin Mining
|
$
|
394.3
|
|
|
$
|
336.0
|
|
|
$
|
58.3
|
|
|
17
|
%
|
Midwestern U.S. Mining
|
193.2
|
|
|
199.6
|
|
|
(6.4
|
)
|
|
(3
|
)%
|
|||
Western U.S. Mining
|
149.7
|
|
|
112.5
|
|
|
37.2
|
|
|
33
|
%
|
|||
Australian Metallurgical Mining
|
328.9
|
|
|
205.1
|
|
|
123.8
|
|
|
60
|
%
|
|||
Australian Thermal Mining
|
224.8
|
|
|
176.7
|
|
|
48.1
|
|
|
27
|
%
|
|||
Trading and Brokerage
|
31.6
|
|
|
(8.8
|
)
|
|
40.4
|
|
|
459
|
%
|
|||
Corporate and Other
|
3.7
|
|
|
6.1
|
|
|
(2.4
|
)
|
|
(39
|
)%
|
|||
Total revenues
|
$
|
1,326.2
|
|
|
$
|
1,027.2
|
|
|
$
|
299.0
|
|
|
29
|
%
|
|
Three Months Ended
|
|
Increase (Decrease)
|
|||||||||||
|
March 31,
|
|
to Income
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Income (loss) from continuing operations before income taxes
|
$
|
126.5
|
|
|
$
|
(227.5
|
)
|
|
$
|
354.0
|
|
|
156
|
%
|
Depreciation, depletion and amortization
|
(119.9
|
)
|
|
(111.8
|
)
|
|
(8.1
|
)
|
|
(7
|
)%
|
|||
Asset retirement obligation expenses
|
(14.6
|
)
|
|
(13.1
|
)
|
|
(1.5
|
)
|
|
(11
|
)%
|
|||
Selling and administrative expenses related to debt restructuring
|
—
|
|
|
(14.3
|
)
|
|
14.3
|
|
|
100
|
%
|
|||
Asset impairment
|
(30.5
|
)
|
|
(17.2
|
)
|
|
(13.3
|
)
|
|
(77
|
)%
|
|||
Change in deferred tax asset valuation allowance related to equity affiliates
|
5.2
|
|
|
(1.4
|
)
|
|
6.6
|
|
|
471
|
%
|
|||
Interest expense
|
(32.9
|
)
|
|
(126.2
|
)
|
|
93.3
|
|
|
74
|
%
|
|||
Unrealized gains on non-coal trading derivative contracts
|
—
|
|
|
25.0
|
|
|
(25.0
|
)
|
|
(100
|
)%
|
|||
Interest income
|
2.7
|
|
|
1.4
|
|
|
1.3
|
|
|
93
|
%
|
|||
Reorganization items, net
|
(41.4
|
)
|
|
—
|
|
|
(41.4
|
)
|
|
n.m.
|
|
|||
Adjusted EBITDA
|
$
|
357.9
|
|
|
$
|
30.1
|
|
|
$
|
327.8
|
|
|
1,089
|
%
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
Three Months Ended
|
|
to Segment Adjusted
|
|||||||||||
|
March 31,
|
|
EBITDA
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Powder River Basin Mining
|
$
|
91.7
|
|
|
$
|
73.8
|
|
|
$
|
17.9
|
|
|
24
|
%
|
Midwestern U.S. Mining
|
50.0
|
|
|
60.6
|
|
|
(10.6
|
)
|
|
(17
|
)%
|
|||
Western U.S. Mining
|
50.0
|
|
|
20.1
|
|
|
29.9
|
|
|
149
|
%
|
|||
Australian Metallurgical Mining
|
109.6
|
|
|
(37.3
|
)
|
|
146.9
|
|
|
394
|
%
|
|||
Australian Thermal Mining
|
75.6
|
|
|
42.9
|
|
|
32.7
|
|
|
76
|
%
|
|||
Trading and Brokerage
|
25.4
|
|
|
(18.8
|
)
|
|
44.2
|
|
|
235
|
%
|
|||
Corporate and Other
|
(44.4
|
)
|
|
(111.2
|
)
|
|
66.8
|
|
|
60
|
%
|
|||
Adjusted EBITDA
|
$
|
357.9
|
|
|
$
|
30.1
|
|
|
$
|
327.8
|
|
|
1,089
|
%
|
|
Three Months Ended
|
|
Increase (Decrease)
|
|||||||||||
|
March 31,
|
|
to Income
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Resource management activities
(1)
|
$
|
2.9
|
|
|
$
|
1.7
|
|
|
$
|
1.2
|
|
|
71
|
%
|
Selling and administrative expenses (excluding debt restructuring)
|
(37.2
|
)
|
|
(34.0
|
)
|
|
(3.2
|
)
|
|
(9
|
)%
|
|||
Restructuring charges
|
—
|
|
|
(12.1
|
)
|
|
12.1
|
|
|
100
|
%
|
|||
Corporate hedging
|
(27.6
|
)
|
|
(111.0
|
)
|
|
83.4
|
|
|
75
|
%
|
|||
UMWA voluntary employee beneficiary association settlement
|
—
|
|
|
68.1
|
|
|
(68.1
|
)
|
|
(100
|
)%
|
|||
Gain on sale of interest in Dominion Terminal Associates
|
19.7
|
|
|
—
|
|
|
19.7
|
|
|
n.m.
|
|
|||
Other items, net
(2)
|
(2.2
|
)
|
|
(23.9
|
)
|
|
21.7
|
|
|
91
|
%
|
|||
Corporate and Other Adjusted EBITDA
|
$
|
(44.4
|
)
|
|
$
|
(111.2
|
)
|
|
$
|
66.8
|
|
|
60
|
%
|
(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 past 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.
|
|
Three Months Ended
|
|
(Decrease) Increase
|
|||||||||||
|
March 31,
|
|
to Income
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Powder River Basin Mining
|
$
|
(32.0
|
)
|
|
$
|
(29.3
|
)
|
|
$
|
(2.7
|
)
|
|
(9
|
)%
|
Midwestern U.S. Mining
|
(13.3
|
)
|
|
(13.7
|
)
|
|
0.4
|
|
|
3
|
%
|
|||
Western U.S. Mining
|
(23.6
|
)
|
|
(12.4
|
)
|
|
(11.2
|
)
|
|
(90
|
)%
|
|||
Australian Metallurgical Mining
|
(20.6
|
)
|
|
(28.2
|
)
|
|
7.6
|
|
|
27
|
%
|
|||
Australian Thermal Mining
|
(24.0
|
)
|
|
(24.3
|
)
|
|
0.3
|
|
|
1
|
%
|
|||
Trading and Brokerage
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
100
|
%
|
|||
Corporate and Other
|
(6.4
|
)
|
|
(3.8
|
)
|
|
(2.6
|
)
|
|
(68
|
)%
|
|||
Total
|
$
|
(119.9
|
)
|
|
$
|
(111.8
|
)
|
|
$
|
(8.1
|
)
|
|
(7
|
)%
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Powder River Basin Mining
|
$
|
0.69
|
|
|
$
|
0.75
|
|
Midwestern U.S. Mining
|
0.61
|
|
|
0.41
|
|
||
Western U.S. Mining
|
4.30
|
|
|
1.00
|
|
||
Australian Metallurgical Mining
|
4.72
|
|
|
3.98
|
|
||
Australian Thermal Mining
|
2.62
|
|
|
2.40
|
|
|
Three Months Ended
|
|
Increase (Decrease)
|
|||||||||||
|
March 31,
|
|
to Income
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Income (loss) from continuing operations before income taxes
|
$
|
126.5
|
|
|
$
|
(227.5
|
)
|
|
$
|
354.0
|
|
|
156
|
%
|
Income tax benefit
|
(4.5
|
)
|
|
(65.8
|
)
|
|
(61.3
|
)
|
|
(93
|
)%
|
|||
Income (loss) from continuing operations, net of income taxes
|
$
|
131.0
|
|
|
$
|
(161.7
|
)
|
|
$
|
292.7
|
|
|
181
|
%
|
|
Three Months Ended
|
|
Increase (Decrease)
|
|||||||||||
|
March 31,
|
|
to Income
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Income (loss) from continuing operations, net of income taxes
|
$
|
131.0
|
|
|
$
|
(161.7
|
)
|
|
$
|
292.7
|
|
|
181
|
%
|
Loss from discontinued operations, net of income taxes
|
(4.1
|
)
|
|
(3.4
|
)
|
|
(0.7
|
)
|
|
(21
|
)%
|
|||
Net income (loss)
|
126.9
|
|
|
(165.1
|
)
|
|
292.0
|
|
|
177
|
%
|
|||
Less: Net income attributable to noncontrolling interests
|
4.8
|
|
|
—
|
|
|
(4.8
|
)
|
|
n.m.
|
|
|||
Net income (loss) attributable to common stockholders
|
$
|
122.1
|
|
|
$
|
(165.1
|
)
|
|
$
|
287.2
|
|
|
174
|
%
|
|
Three Months Ended
|
|
Increase (Decrease)
|
|||||||||||
|
March 31,
|
|
to EPS
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Diluted EPS attributable to common stockholders:
|
|
|
|
|
|
|
|
|||||||
Income (loss) from continuing operations
|
$
|
6.80
|
|
|
$
|
(8.85
|
)
|
|
$
|
15.65
|
|
|
177
|
%
|
Loss from discontinued operations
|
(0.23
|
)
|
|
(0.18
|
)
|
|
(0.05
|
)
|
|
(28
|
)%
|
|||
Net income (loss)
|
$
|
6.57
|
|
|
$
|
(9.03
|
)
|
|
$
|
15.60
|
|
|
173
|
%
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(Dollars in millions)
|
||||||
6.000% Senior Notes due March 2022
|
$
|
475.4
|
|
|
$
|
—
|
|
6.375% Senior Notes due March 2025
|
475.1
|
|
|
—
|
|
||
2013 Revolver
|
1,555.2
|
|
|
1,558.1
|
|
||
2013 Term Loan Facility due September 2020
|
1,154.5
|
|
|
1,154.5
|
|
||
6.00% Senior Notes due November 2018
|
1,509.9
|
|
|
1,509.9
|
|
||
6.50% Senior Notes due September 2020
|
645.8
|
|
|
645.8
|
|
||
6.25% Senior Notes due November 2021
|
1,327.7
|
|
|
1,327.7
|
|
||
10.00% Senior Secured Second Lien Notes due March 2022
|
962.3
|
|
|
962.3
|
|
||
7.875% Senior Notes due November 2026
|
245.9
|
|
|
245.9
|
|
||
Convertible Junior Subordinated Debentures due December 2066
|
367.1
|
|
|
367.1
|
|
||
Capital lease obligations
|
17.6
|
|
|
19.7
|
|
||
Other
|
0.5
|
|
|
0.4
|
|
||
|
8,737.0
|
|
|
7,791.4
|
|
||
Less: Current portion of long-term debt
|
18.2
|
|
|
20.2
|
|
||
Less: Liabilities subject to compromise
|
7,768.3
|
|
|
7,771.2
|
|
||
Long-term debt
|
$
|
950.5
|
|
|
$
|
—
|
|
|
Three Months Ended
|
|
Increase (Decrease)
|
|||||||||||
|
March 31,
|
|
to Cash and Cash Equivalents
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Net cash provided by (used in) operating activities
|
$
|
238.4
|
|
|
$
|
(439.0
|
)
|
|
$
|
677.4
|
|
|
154
|
%
|
Net cash provided by (used in) investing activities
|
15.1
|
|
|
(12.9
|
)
|
|
28.0
|
|
|
217
|
%
|
|||
Net cash (used in) provided by in financing activities
|
(57.7
|
)
|
|
936.2
|
|
|
(993.9
|
)
|
|
(106
|
)%
|
|||
Net change in cash and cash equivalents
|
195.8
|
|
|
484.3
|
|
|
(288.5
|
)
|
|
(60
|
)%
|
|||
Cash and cash equivalents at beginning of period
|
872.3
|
|
|
261.3
|
|
|
611.0
|
|
|
234
|
%
|
|||
Cash and cash equivalents at end of period
|
$
|
1,068.1
|
|
|
$
|
745.6
|
|
|
$
|
322.5
|
|
|
43
|
%
|
•
|
A year-over-year increase in cash from our mining operations; and
|
•
|
A favorable change in net cash flows associated with receivables from our accounts receivable securitization program ($168.5 million).
|
•
|
Higher repayments of loans from related parties ($29.0 million); and
|
•
|
Higher proceeds from disposals of assets ($22.2 million) driven by the sale of Dominion Terminal Associates; partially offset by
|
•
|
An increase in additions to property, plant of equipment ($17.5 million).
|
•
|
Proceeds from long-term debt were greater during the first quarter of 2016 due to draws on our 2013 Revolver ($947.0), compared to the cash flow-neutral activity associated with our Successor Notes in the 2017 period; and
|
•
|
Higher payments of deferred financing costs ($52.6 million) associated with the new debt entered into upon our emergence from the Chapter 11 Cases.
|
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)
|
||||||
January 1 through January 31, 2017
|
|
11,772
|
|
|
$
|
5.00
|
|
|
—
|
|
|
$
|
700.4
|
|
February 1 through February 28, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
700.4
|
|
||
March 1 through March 31, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
700.4
|
|
||
Total
|
|
11,772
|
|
|
$
|
5.00
|
|
|
—
|
|
|
|
(1)
|
Represents shares withheld to cover the withholding taxes upon the vesting of equity awards, which are not part of the Repurchase Program.
|
|
|
|
PEABODY ENERGY CORPORATION
|
|
Date:
|
May 11, 2017
|
By:
|
/s/ AMY B. SCHWETZ
|
|
|
|
|
|
Amy B. Schwetz
|
|
|
|
|
Executive Vice President and Chief Financial Officer
(On behalf of the registrant and as Principal Financial Officer)
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
2.1
|
|
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)
|
|
|
|
2.2
|
|
Debtor’s 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)
|
|
|
|
3.1
|
|
Fourth 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 April 3, 2017)
|
|
|
|
3.2
|
|
Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 of the Registrant's Current Report on Form 8-K filed April 3, 2017)
|
|
|
|
3.3
|
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 of the Registrant’s Current Report on Form 8-K, filed April 3, 2017)
|
|
|
|
4.1
|
|
Specimen of stock certificate representing the Registrant’s common stock, par value $0.01 per share (incorporated by reference to Exhibit 4.13 of the Registrant’s Registration Statement on Form S-1 filed February 12, 2001)
|
4.2
|
|
Specimen of stock certificate representing the Registrant’s Series A Convertible Preferred Stock, $.01 par value (incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1 filed April 11, 2017)
|
|
|
|
4.3
|
|
Indenture, dated as of February 15, 2017, between the Peabody Securities Finance Corporation (merged with and into the Registrant on April 3, 2017) and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed February 15, 2017)
|
|
|
|
4.4
|
|
Warrant Agreement, dated as of April 3, 2017, between the Registrant and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed April 3, 2017)
|
|
|
|
4.5
|
|
First Supplemental Indenture, dated as of April 3, 2017, among the Registrant, Peabody Securities Finance Corporation, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K, filed April 3, 2017)
|
|
|
|
10.1
|
|
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
|
|
|
|
10.2
|
|
Sixth Amended and Restated Receivables Purchase Agreement, dated as of April 3, 2017, 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 10.4 of the Registrant’s Current Report on Form 8-K filed April 3, 2017)
|
|
|
|
10.3
|
|
Amendment to Private Placement Agreement entered into as of February 8, 2017 by and among the Registrant and certain of its creditors party thereto (incorporated by reference to Exhibit 10.127 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016)
|
|
|
|
10.4
|
|
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)
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.5
|
|
Credit Agreement dated as of April 3, 2017, among the Registrant, as Borrower, Goldman Sachs Bank USA, as Administrative Agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.3 of the Registrant's Current Report on Form 8-K, filed April 3, 2017)
|
|
|
|
10.6
|
|
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 (incorporated by reference to Exhibit 10.128 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016)
|
|
|
|
10.7
|
|
Peabody Energy Corporation 2017 Incentive Plan (incorporated by reference to Exhibit 4.6 of the Registrant’s Registration Statement on Form S-8, filed April 3, 2017)
|
|
|
|
10.8
|
|
Registration Rights Agreement, dated as of April 3. 2017, among the Registrant and the stockholders party thereto (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed, April 3, 2017)
|
|
|
|
10.9*
|
|
Form of Indemnification Agreement
|
|
|
|
10.10
|
|
Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.7 of the Registrant's Current Report on Form 8-K, filed April 3, 2017)
|
|
|
|
10.11
|
|
Form of Restrictive Covenant Agreement under the Peabody Energy Corporation 2017 Incentive Plan (incorporated by reference to Exhibit 10.8 of the Registrant’s Current Report on Form 8-K, filed April 3, 2017)
|
|
|
|
10.12*
|
|
Form of Deferred Stock Unit Agreement under the Peabody Energy Corporation 2017 Incentive Plan
|
|
|
|
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
|
|
|
|
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-Q for the quarterly period ended March 31, 2017 filed in XBRL). The financial information contained in the XBRL-related documents is “unaudited” and “unreviewed”
|
*
|
|
Filed herewith.
|
Date
|
|
Name
|
04/03/2017
|
|
Glenn L. Kellow
|
04/03/2017
|
|
A. Verona Dorch
|
04/03/2017
|
|
Charles Meintjes
|
04/03/2017
|
|
Amy Schwetz
|
04/03/2017
|
|
George Schuller
|
04/03/2017
|
|
Kemal Williamson
|
04/07/2017
|
|
Nicholas J. Chirekos
|
04/07/2017
|
|
Stephen E. Gorman
|
04/07/2017
|
|
Joe W. Laymon
|
04/07/2017
|
|
Teresa S. Madden
|
04/07/2017
|
|
Robert A. Malone
|
04/07/2017
|
|
Kenneth W. Moore
|
04/07/2017
|
|
Michael W. Sutherlin
|
04/07/2017
|
|
Shaun A. Usmar
|
05/02/2017
|
|
Marc Hathhorn
|
|
|
|
PEABODY ENERGY
|
|
|
|
|
CORPORATION
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
A. Verona Dorch
|
|
|
|
|
Executive Vice President,
|
|
|
|
|
Chief Legal Officer, Government
|
|
|
|
|
Affairs and Corporate Secretary
|
|
|
|
|
|
|
|
|
INDEMNITEE:
|
|
|
|
|
|
|
|
|
|
By:
|
|
GRANTEE
|
|
PEABODY ENERGY CORPORATION
|
|
|
|
|
|
|
[ ]
|
|
By:
|
|
|
|
|
|
Its:
|
|
|
|
|
|
|
Address
|
|
|
|
|
|
|
|
|
|
|
|
Grantee's Taxpayer Identification
|
|
Aggregate number of Deferred Stock Units
|
Number:
|
|
granted:
|
|
|
|
-
-
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 quarterly report on Form 10-Q 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 Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2017
(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 Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2017
(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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Bear Run
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.1
|
|
|
—
|
|
Francisco Underground
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
51.4
|
|
|
—
|
|
Gateway North
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
Gateway Preparation Plant
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
Somerville Central
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|
—
|
|
Wildcat Hills Cottage Grove Pit
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
Wildcat Hills Underground
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55.3
|
|
|
—
|
|
Powder River Basin Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Caballo
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
North Antelope Rochelle
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
Rawhide
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|
—
|
|
Western U.S. Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
El Segundo
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
Kayenta
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.2
|
|
|
—
|
|
Lee Ranch
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
Twentymile (Foidel Creek Mine)
|
|
11
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
9.4
|
|
|
—
|
|
(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 Three Months Ended
March 31, 2017 |
|
Legal Actions Resolved During the Three Months Ended
March 31, 2017 |
||||||||||
|
|
Number of Pending Legal Actions as of March 31, 2017
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Francisco Underground
|
|
19
|
|
—
|
|
19
|
|
—
|
|
—
|
|
—
|
|
3
|
|
7
|
Gateway
|
|
4
|
|
—
|
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3
|
Gateway North
|
|
1
|
|
—
|
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
—
|
Vermilion Grove (Riola Complex Vermilion Grove Portal)
(3)(4)
|
|
1
|
|
—
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
West 61
|
|
1
|
|
—
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Wildcat Hills Underground
|
|
4
|
|
—
|
|
4
|
|
—
|
|
—
|
|
—
|
|
3
|
|
1
|
Willow Lake Portal
(3)
|
|
4
|
|
—
|
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Powder River Basin Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North Antelope Rochelle
|
|
2
|
|
—
|
|
1
|
|
—
|
|
1
|
|
—
|
|
—
|
|
—
|
Western U.S. Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twentymile (Foidel Creek)
|
|
18
|
|
3
|
|
15
|
|
—
|
|
—
|
|
—
|
|
3
|
|
—
|
(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.
|
(2)
|
Contests included a total of 1 appeals of judge's decisions or orders to the Commission as of March 31, 2017.
|
(3)
|
Mine was closed as of March 31, 2017.
|
(4)
|
Mine was classified in discontinued operations as of March 31, 2017.
|