|
|
FORM 10-Q
|
|
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended June 30, 2017
|
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from ____________ to ____________
|
Delaware
|
|
13-4004153
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
701 Market Street, St. Louis, Missouri
|
|
63101-1826
|
(Address of principal executive offices)
|
|
(Zip Code)
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Large accelerated filer
¨
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|
|
|
|
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Accelerated filer
¨
|
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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|
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Unaudited Condensed Consolidated Statement of Operations:
|
|
|
|
Unaudited Condensed Consolidated Statements of Comprehensive Income:
|
|
|
|
|
|
Unaudited Condensed Consolidated Statements of Cash Flows:
|
|
|
|
Unaudited Condensed Consolidated Statement of Changes in Stockholders' Equity:
|
|
|
|
|
|
EX-31.1
|
|
EX-31.2
|
|
EX-32.1
|
|
EX-32.2
|
|
EX-95
|
|
EX-101 INSTANCE DOCUMENT
|
|
EX-101 SCHEMA DOCUMENT
|
|
EX-101 CALCULATION LINKBASE DOCUMENT
|
|
EX-101 LABELS LINKBASE DOCUMENT
|
|
EX-101 PRESENTATION LINKBASE DOCUMENT
|
|
EX-101 DEFINITION LINKBASE DOCUMENT
|
|
|
Successor
|
Predecessor
|
|
Successor
|
Predecessor
|
||||||||||||||||
|
April 2 through June 30, 2017
|
April 1, 2017
|
|
Three Months Ended June 30, 2016
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
|
Six Months Ended June 30, 2016
|
||||||||||||
|
(Dollars in millions, except per share data)
|
||||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Sales
|
$
|
1,059.6
|
|
$
|
—
|
|
|
$
|
892.4
|
|
|
$
|
1,059.6
|
|
$
|
1,081.4
|
|
|
$
|
1,771.9
|
|
Other revenues
|
198.7
|
|
—
|
|
|
147.8
|
|
|
198.7
|
|
244.8
|
|
|
295.5
|
|
||||||
Total revenues
|
1,258.3
|
|
—
|
|
|
1,040.2
|
|
|
1,258.3
|
|
1,326.2
|
|
|
2,067.4
|
|
||||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating costs and expenses (exclusive of items shown separately below)
|
934.8
|
|
—
|
|
|
996.2
|
|
|
934.8
|
|
963.7
|
|
|
1,916.4
|
|
||||||
Depreciation, depletion and amortization
|
148.3
|
|
—
|
|
|
115.9
|
|
|
148.3
|
|
119.9
|
|
|
227.7
|
|
||||||
Asset retirement obligation expenses
|
11.0
|
|
—
|
|
|
11.5
|
|
|
11.0
|
|
14.6
|
|
|
24.6
|
|
||||||
Selling and administrative expenses
|
34.4
|
|
—
|
|
|
34.2
|
|
|
34.4
|
|
37.2
|
|
|
82.5
|
|
||||||
Restructuring charges
|
—
|
|
—
|
|
|
3.1
|
|
|
—
|
|
—
|
|
|
15.2
|
|
||||||
Other operating (income) loss:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net gain on disposal of assets
|
(0.5
|
)
|
—
|
|
|
(13.7
|
)
|
|
(0.5
|
)
|
(22.8
|
)
|
|
(15.5
|
)
|
||||||
Asset impairment
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
30.5
|
|
|
17.2
|
|
||||||
(Income) loss from equity affiliates
|
(15.7
|
)
|
—
|
|
|
0.7
|
|
|
(15.7
|
)
|
(15.0
|
)
|
|
9.7
|
|
||||||
Operating profit (loss)
|
146.0
|
|
—
|
|
|
(107.7
|
)
|
|
146.0
|
|
198.1
|
|
|
(210.4
|
)
|
||||||
Interest expense
|
41.4
|
|
—
|
|
|
59.0
|
|
|
41.4
|
|
32.9
|
|
|
185.2
|
|
||||||
Interest income
|
(1.5
|
)
|
—
|
|
|
(1.3
|
)
|
|
(1.5
|
)
|
(2.7
|
)
|
|
(2.7
|
)
|
||||||
Reorganization items, net
|
—
|
|
585.8
|
|
|
95.4
|
|
|
—
|
|
627.2
|
|
|
95.4
|
|
||||||
Income (loss) from continuing operations before income taxes
|
106.1
|
|
(585.8
|
)
|
|
(260.8
|
)
|
|
106.1
|
|
(459.3
|
)
|
|
(488.3
|
)
|
||||||
Income tax provision (benefit)
|
4.7
|
|
(266.0
|
)
|
|
(37.6
|
)
|
|
4.7
|
|
(263.8
|
)
|
|
(97.4
|
)
|
||||||
Income (loss) from continuing operations, net of income taxes
|
101.4
|
|
(319.8
|
)
|
|
(223.2
|
)
|
|
101.4
|
|
(195.5
|
)
|
|
(390.9
|
)
|
||||||
Loss from discontinued operations, net of income taxes
|
(2.7
|
)
|
(12.1
|
)
|
|
(3.0
|
)
|
|
(2.7
|
)
|
(16.2
|
)
|
|
(6.4
|
)
|
||||||
Net income (loss)
|
98.7
|
|
(331.9
|
)
|
|
(226.2
|
)
|
|
98.7
|
|
(211.7
|
)
|
|
(397.3
|
)
|
||||||
Less: Series A Convertible Preferred Stock dividends
|
115.1
|
|
—
|
|
|
—
|
|
|
115.1
|
|
—
|
|
|
—
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
3.8
|
|
—
|
|
|
1.7
|
|
|
3.8
|
|
4.8
|
|
|
1.7
|
|
||||||
Net loss attributable to common stockholders
|
$
|
(20.2
|
)
|
$
|
(331.9
|
)
|
|
$
|
(227.9
|
)
|
|
$
|
(20.2
|
)
|
$
|
(216.5
|
)
|
|
$
|
(399.0
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss from continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic loss per share
|
$
|
(0.18
|
)
|
$
|
(17.44
|
)
|
|
$
|
(12.30
|
)
|
|
$
|
(0.18
|
)
|
$
|
(10.93
|
)
|
|
$
|
(21.47
|
)
|
Diluted loss per share
|
$
|
(0.18
|
)
|
$
|
(17.44
|
)
|
|
$
|
(12.30
|
)
|
|
$
|
(0.18
|
)
|
$
|
(10.93
|
)
|
|
$
|
(21.47
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic loss per share
|
$
|
(0.21
|
)
|
$
|
(18.10
|
)
|
|
$
|
(12.46
|
)
|
|
$
|
(0.21
|
)
|
$
|
(11.81
|
)
|
|
$
|
(21.82
|
)
|
Diluted loss per share
|
$
|
(0.21
|
)
|
$
|
(18.10
|
)
|
|
$
|
(12.46
|
)
|
|
$
|
(0.21
|
)
|
$
|
(11.81
|
)
|
|
$
|
(21.82
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dividends declared per share
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Successor
|
Predecessor
|
|
Successor
|
Predecessor
|
||||||||||||||||
|
April 2 through June 30, 2017
|
April 1, 2017
|
|
Three Months Ended June 30, 2016
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
|
Six Months Ended June 30, 2016
|
||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||
Net income (loss)
|
$
|
98.7
|
|
$
|
(331.9
|
)
|
|
$
|
(226.2
|
)
|
|
$
|
98.7
|
|
$
|
(211.7
|
)
|
|
$
|
(397.3
|
)
|
Reclassification for realized losses on cash flow hedges (net of respective net tax provision of $0.0, $0.0, $23.1, $0.0, $9.1 and $52.3) included in net income (loss)
|
—
|
|
—
|
|
|
39.4
|
|
|
—
|
|
18.6
|
|
|
89.1
|
|
||||||
Postretirement plans and workers' compensation obligations (net of respective net tax provision of $0.0, $0.0, $2.1, $0.0, $2.5 and $4.2)
|
—
|
|
—
|
|
|
3.6
|
|
|
—
|
|
4.4
|
|
|
7.2
|
|
||||||
Foreign currency translation adjustment
|
0.5
|
|
—
|
|
|
(1.8
|
)
|
|
0.5
|
|
5.5
|
|
|
0.9
|
|
||||||
Other comprehensive income, net of income taxes
|
0.5
|
|
—
|
|
|
41.2
|
|
|
0.5
|
|
28.5
|
|
|
97.2
|
|
||||||
Comprehensive income (loss)
|
99.2
|
|
(331.9
|
)
|
|
(185.0
|
)
|
|
99.2
|
|
(183.2
|
)
|
|
(300.1
|
)
|
||||||
Less: Series A Convertible Preferred Stock dividends
|
115.1
|
|
—
|
|
|
—
|
|
|
115.1
|
|
—
|
|
|
—
|
|
||||||
Less: Comprehensive income attributable to noncontrolling interests
|
3.8
|
|
—
|
|
|
1.7
|
|
|
3.8
|
|
4.8
|
|
|
1.7
|
|
||||||
Comprehensive loss attributable to common stockholders
|
$
|
(19.7
|
)
|
$
|
(331.9
|
)
|
|
$
|
(186.7
|
)
|
|
$
|
(19.7
|
)
|
$
|
(188.0
|
)
|
|
$
|
(301.8
|
)
|
|
|
(Unaudited)
|
|
||||
|
|
Successor
|
Predecessor
|
||||
|
|
June 30, 2017
|
December 31, 2016
|
||||
|
|
(Amounts in millions, except per share data)
|
|||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,095.7
|
|
$
|
872.3
|
|
Restricted cash
|
|
—
|
|
54.3
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $4.5 at June 30, 2017 and $13.1 at December 31, 2016
|
|
396.5
|
|
473.0
|
|
||
Inventories
|
|
313.5
|
|
203.7
|
|
||
Assets from coal trading activities, net
|
|
0.6
|
|
0.7
|
|
||
Other current assets
|
|
171.8
|
|
486.6
|
|
||
Total current assets
|
|
1,978.1
|
|
2,090.6
|
|
||
Property, plant, equipment and mine development, net
|
|
5,214.2
|
|
8,776.7
|
|
||
Restricted cash collateral
|
|
561.7
|
|
529.3
|
|
||
Investments and other assets
|
|
561.2
|
|
381.1
|
|
||
Total assets
|
|
$
|
8,315.2
|
|
$
|
11,777.7
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current portion of long-term debt
|
|
$
|
189.0
|
|
$
|
20.2
|
|
Liabilities from coal trading activities, net
|
|
1.2
|
|
1.2
|
|
||
Accounts payable and accrued expenses
|
|
1,147.0
|
|
990.4
|
|
||
Total current liabilities
|
|
1,337.2
|
|
1,011.8
|
|
||
Long-term debt, less current portion
|
|
1,768.1
|
|
—
|
|
||
Deferred income taxes
|
|
—
|
|
173.9
|
|
||
Asset retirement obligations
|
|
635.0
|
|
717.8
|
|
||
Accrued postretirement benefit costs
|
|
746.3
|
|
756.3
|
|
||
Other noncurrent liabilities
|
|
596.9
|
|
496.2
|
|
||
Total liabilities not subject to compromise
|
|
5,083.5
|
|
3,156.0
|
|
||
Liabilities subject to compromise
|
|
—
|
|
8,440.2
|
|
||
Total liabilities
|
|
5,083.5
|
|
11,596.2
|
|
||
Stockholders’ equity
|
|
|
|
||||
Predecessor Preferred Stock — $0.01 per share par value; 10.0 shares authorized, no shares issued or outstanding as December 31, 2016
|
|
—
|
|
—
|
|
||
Predecessor Perpetual Preferred Stock — 0.8 shares authorized, no shares issued or outstanding as of December 31, 2016
|
|
—
|
|
—
|
|
||
Predecessor Series Common Stock — $0.01 per share par value; 40.0 shares authorized, no shares issued or outstanding as of December 31, 2016
|
|
—
|
|
—
|
|
||
Predecessor Common Stock — $0.01 per share par value; 53.3 shares authorized,19.3 shares issued and 18.5 shares outstanding as of December 31, 2016
|
|
—
|
|
0.2
|
|
||
Successor Series A Convertible Preferred Stock — $0.01 per share par value; 50.0 shares authorized, 30.0 shares issued and 18.4 shares outstanding as of June 30, 2017
|
|
800.7
|
|
—
|
|
||
Successor Preferred Stock — $0.01 per share par value; 50.0 shares authorized, no shares issued or outstanding as of June 30, 2017
|
|
—
|
|
—
|
|
||
Successor Series Common Stock — $0.01 per share par value; 50.0 shares authorized, no shares issued or outstanding as of June 30, 2017
|
|
—
|
|
—
|
|
||
Successor Common Stock — $0.01 per share par value; 450.0 shares authorized, 70.9 shares issued and 100.2 shares outstanding as of June 30, 2017
|
|
1.0
|
|
—
|
|
||
Additional paid-in capital
|
|
2,286.3
|
|
2,422.0
|
|
||
Treasury stock, at cost — No shares as of June 30, 2017 and 0.8 shares as of December 31, 2016
|
|
—
|
|
(371.8
|
)
|
||
Retained earnings (accumulated deficit)
|
|
94.9
|
|
(1,399.5
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
0.5
|
|
(477.0
|
)
|
||
Peabody Energy Corporation stockholders’ equity
|
|
3,183.4
|
|
173.9
|
|
||
Noncontrolling interests
|
|
48.3
|
|
7.6
|
|
||
Total stockholders’ equity
|
|
3,231.7
|
|
181.5
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
8,315.2
|
|
$
|
11,777.7
|
|
|
|
Successor
|
Predecessor
|
||||||||
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
|
Six Months Ended June 30, 2016
|
||||||
|
|
(Dollars in millions)
|
|||||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
98.7
|
|
$
|
(211.7
|
)
|
|
$
|
(397.3
|
)
|
Loss from discontinued operations, net of income taxes
|
|
2.7
|
|
16.2
|
|
|
6.4
|
|
|||
Income (loss) from continuing operations, net of income taxes
|
|
101.4
|
|
(195.5
|
)
|
|
(390.9
|
)
|
|||
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
|
|
148.3
|
|
119.9
|
|
|
227.7
|
|
|||
Noncash coal inventory revaluation
|
|
67.3
|
|
—
|
|
|
—
|
|
|||
Noncash interest expense
|
|
4.2
|
|
0.5
|
|
|
16.3
|
|
|||
Deferred income taxes
|
|
(1.6
|
)
|
(252.2
|
)
|
|
(61.8
|
)
|
|||
Noncash share-based compensation
|
|
7.0
|
|
1.9
|
|
|
5.1
|
|
|||
Asset impairment
|
|
—
|
|
30.5
|
|
|
17.2
|
|
|||
Net gain on disposal of assets
|
|
(0.5
|
)
|
(22.8
|
)
|
|
(15.5
|
)
|
|||
(Income) loss from equity affiliates
|
|
(15.7
|
)
|
(15.0
|
)
|
|
9.7
|
|
|||
Gain on voluntary employee beneficiary association settlement
|
|
—
|
|
—
|
|
|
(68.1
|
)
|
|||
Foreign currency option contracts
|
|
(9.3
|
)
|
—
|
|
|
—
|
|
|||
Reclassification from other comprehensive earnings for terminated hedge contracts
|
|
—
|
|
27.6
|
|
|
—
|
|
|||
Settlement of hedge positions
|
|
—
|
|
—
|
|
|
(25.0
|
)
|
|||
Noncash reorganization items, net
|
|
—
|
|
569.3
|
|
|
96.8
|
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(84.4
|
)
|
159.3
|
|
|
34.4
|
|
|||
Change in receivable from accounts receivable securitization program
|
|
—
|
|
—
|
|
|
(168.5
|
)
|
|||
Inventories
|
|
(60.0
|
)
|
(47.2
|
)
|
|
3.7
|
|
|||
Net assets from coal trading activities
|
|
0.5
|
|
(0.5
|
)
|
|
6.3
|
|
|||
Other current assets
|
|
(17.1
|
)
|
0.1
|
|
|
(33.4
|
)
|
|||
Accounts payable and accrued expenses
|
|
(119.0
|
)
|
(64.9
|
)
|
|
(16.7
|
)
|
|||
Restricted cash
|
|
75.7
|
|
(94.1
|
)
|
|
(79.7
|
)
|
|||
Asset retirement obligations
|
|
4.6
|
|
10.2
|
|
|
14.2
|
|
|||
Workers' compensation obligations
|
|
(1.2
|
)
|
(3.1
|
)
|
|
(6.7
|
)
|
|||
Accrued postretirement benefit costs
|
|
(0.7
|
)
|
0.8
|
|
|
(0.6
|
)
|
|||
Accrued pension costs
|
|
(2.1
|
)
|
5.4
|
|
|
11.5
|
|
|||
Take-or-pay obligation settlement
|
|
—
|
|
(5.5
|
)
|
|
(15.5
|
)
|
|||
Other, net
|
|
(6.1
|
)
|
(2.5
|
)
|
|
11.9
|
|
|||
Net cash provided by (used in) continuing operations
|
|
91.3
|
|
222.2
|
|
|
(427.6
|
)
|
|||
Net cash used in discontinued operations
|
|
(0.6
|
)
|
(8.2
|
)
|
|
(4.2
|
)
|
|||
Net cash provided by (used in) operating activities
|
|
90.7
|
|
214.0
|
|
|
(431.8
|
)
|
|||
Cash Flows From Investing Activities
|
|
|
|
|
|
||||||
Additions to property, plant, equipment and mine development
|
|
(45.9
|
)
|
(32.8
|
)
|
|
(38.1
|
)
|
|||
Changes in accrued expenses related to capital expenditures
|
|
1.6
|
|
(1.4
|
)
|
|
(7.1
|
)
|
|||
Federal coal lease expenditures
|
|
—
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|||
Proceeds from disposal of assets
|
|
2.5
|
|
24.3
|
|
|
116.0
|
|
|||
Contributions to joint ventures
|
|
(96.3
|
)
|
(95.4
|
)
|
|
(159.7
|
)
|
|||
Distributions from joint ventures
|
|
95.5
|
|
90.5
|
|
|
163.5
|
|
|||
Advances to related parties
|
|
(0.9
|
)
|
(0.4
|
)
|
|
(2.2
|
)
|
|||
Repayments of loans from related parties
|
|
26.5
|
|
31.1
|
|
|
2.1
|
|
|||
Other, net
|
|
(1.5
|
)
|
(0.3
|
)
|
|
(8.3
|
)
|
|||
Net cash (used in) provided by investing activities
|
|
(18.5
|
)
|
15.1
|
|
|
65.7
|
|
|||
Cash Flows From Financing Activities
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
|
—
|
|
1,000.0
|
|
|
1,422.0
|
|
|||
Successor Notes issuance proceeds into escrow
|
|
—
|
|
(1,000.0
|
)
|
|
—
|
|
|||
Repayments of long-term debt
|
|
(23.8
|
)
|
(2.1
|
)
|
|
(9.0
|
)
|
|||
Payment of deferred financing costs
|
|
—
|
|
(45.4
|
)
|
|
(29.5
|
)
|
|||
Distributions to noncontrolling interests
|
|
(6.4
|
)
|
(0.1
|
)
|
|
(2.5
|
)
|
|||
Other, net
|
|
—
|
|
(0.1
|
)
|
|
(1.9
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(30.2
|
)
|
(47.7
|
)
|
|
1,379.1
|
|
|||
Net change in cash and cash equivalents
|
|
42.0
|
|
181.4
|
|
|
1,013.0
|
|
|||
Cash and cash equivalents at beginning of period
|
|
1,053.7
|
|
872.3
|
|
|
261.3
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
1,095.7
|
|
$
|
1,053.7
|
|
|
$
|
1,274.3
|
|
|
|
|
Peabody Energy Corporation Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||
|
Series A Convertible Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury Stock
|
|
(Accumulated Deficit) Retained Earnings
|
|
Accumulated
Other Comprehensive
(Loss) Income
|
|
Noncontrolling
Interests
|
|
Total
Stockholders’
Equity
|
||||||||||||||||
|
|
|
(Dollars in millions)
|
||||||||||||||||||||||||||||
December 31, 2016 - Predecessor
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
2,422.0
|
|
|
$
|
(371.8
|
)
|
|
$
|
(1,399.5
|
)
|
|
$
|
(477.0
|
)
|
|
$
|
7.6
|
|
|
$
|
181.5
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(216.5
|
)
|
|
—
|
|
|
4.8
|
|
|
(211.7
|
)
|
||||||||
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
|
)
|
||||||||
Elimination of Predecessor equity
|
—
|
|
|
(0.2
|
)
|
|
(2,423.9
|
)
|
|
371.9
|
|
|
1,616.0
|
|
|
448.5
|
|
|
(12.3
|
)
|
|
—
|
|
||||||||
April 1, 2017 - Predecessor
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of Successor equity
|
1,305.4
|
|
|
0.7
|
|
|
1,774.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50.9
|
|
|
3,131.9
|
|
||||||||
April 2, 2017 - Successor
|
$
|
1,305.4
|
|
|
$
|
0.7
|
|
|
$
|
1,774.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50.9
|
|
|
$
|
3,131.9
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94.9
|
|
|
—
|
|
|
3.8
|
|
|
98.7
|
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||||||
Warrant conversions
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Series A Convertible Preferred Stock conversions
|
(507.7
|
)
|
|
0.2
|
|
|
507.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Series A Convertible Preferred Stock dividends
|
3.0
|
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation for equity-classified awards
|
—
|
|
|
—
|
|
|
7.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.0
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.4
|
)
|
|
(6.4
|
)
|
||||||||
June 30, 2017 - Successor
|
$
|
800.7
|
|
|
$
|
1.0
|
|
|
$
|
2,286.3
|
|
|
$
|
—
|
|
|
$
|
94.9
|
|
|
$
|
0.5
|
|
|
$
|
48.3
|
|
|
$
|
3,231.7
|
|
•
|
Series A Preferred Stock -
$750.0 million
for
30.0 million
shares of Series A Convertible Preferred Stock.
|
•
|
Common Stock and Warrants -
$750.0 million
for common stock and warrants issued in connection with a Rights Offering (as defined below), resulting in, together with other issuances of common stock, the issuance of
70.9 million
shares of a single class of common stock and warrants to purchase
6.2 million
shares of common stock.
|
First Lien Lender Claims (Classes 1A - 1D)
|
|
Paid in full in cash.
|
|
|
|
Second Lien Notes Claims (Classes 2A - 2D)
|
|
A combination of (1) $450 million of cash, first lien debt and/or new second lien notes and (2)(a) new common stock, par value $0.01 per share, of the Reorganized Peabody (Common Stock) and (b) subscription rights in the Rights Offering.
|
|
|
|
Other Secured Claims (Classes 3A - 3E)
|
|
At the election of the Debtors, (1) reinstatement, (2) payment in full in cash, (3) receipt of the applicable collateral or (4) such other treatment consistent with section 1129(b) of the Bankruptcy Code.
|
|
|
|
Other Priority Claims (Classes 4A - 4E)
|
|
Paid in full in cash.
|
|
|
|
General Unsecured Claims
|
|
Class 5A: Against Peabody Energy: a pro rata share of $5 million in cash plus an amount of additional cash (up to $2 million) not otherwise paid to holders of Convenience Claims.
|
|
|
Class 5B: Against the Encumbered Guarantor Debtors: (1) Reorganized Peabody common stock and subscription rights in the Rights Offering or (2) at the election of the claim holder, cash from a pool of $75 million in cash to be paid by the Debtors and the Reorganized Debtors into a segregated account in accordance with the terms set forth in the Plan.
|
|
|
Class 5C: Against the Gold Fields Debtors: units in the Gold Fields Liquidating Trust.
|
|
|
Class 5D: Against Peabody Holdings (Gibraltar) Limited: no recoveries.
|
|
|
Class 5E: Against the Unencumbered Debtors: cash in the amount of such holder’s allowed claim, less any amounts attributable to late fees, postpetition interest or penalties.
|
|
|
|
Convenience Claims
|
|
Class 6A: Against Peabody Energy: up to 72.5% of such claim in cash, provided that total payments to Convenience Claims may not exceed $2 million.
|
|
|
Class 6B: Against the Encumbered Guarantor Debtors: up to 72.5% of such claim in cash, provided that total payments to Convenience Claims may not exceed $18 million.
|
|
|
|
United Mine Workers of America 1974 Pension Plan Claim (Classes 7A - 7E)
|
|
$75 million in cash paid over five years. See Note 5. "Discontinued Operations," for additional details.
|
Unsecured Subordinated Debentures Claims (Class 8A)
|
|
(1) Payment of the reasonable and documented fees and expenses of the trustee under the 2066 subordinated indenture up to $350,000; and (2) because this class voted in favor of the Plan and in connection with the settlement of certain potential intercreditor disputes as part of the global settlement embodied therein, and because the trustee under the 2066 subordinated indenture did not object to, and affirmatively supported, the Plan, holders of allowed Unsecured Subordinated Debenture Claims received from specified noteholder co-proponents their pro rata share of penny warrants exercisable for 1.0% of the fully diluted Reorganized Peabody common stock from the pool of penny warrants issued to the noteholder co-proponents under the Rights Offering and/or the terms of the Backstop Commitment Agreement (as defined below).
|
|
|
|
Section 510(b) Claims (Class 10A)
|
|
No recovery.
|
|
|
|
Peabody Energy Equity Interests (Class 11A)
|
|
No recovery, as further described under
Cancellation of Prior Common Stock
below.
|
|
|
|
•
|
11.6 million
shares 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 Series A Convertible Preferred Stock (the Preferred Stock) to 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 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
additional 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.
|
As of April 1, 2017
|
Predecessor (a)
|
|
Effect of Plan (b)
|
|
Fresh Start Adjustments (c)
|
|
Successor
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Current assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
1,068.1
|
|
|
$
|
(14.4
|
)
|
(d)
|
$
|
—
|
|
|
$
|
1,053.7
|
|
Restricted cash
|
80.7
|
|
|
(54.7
|
)
|
(d)
|
—
|
|
|
26.0
|
|
||||
Successor Notes issuance proceeds - restricted cash
|
1,000.0
|
|
|
(1,000.0
|
)
|
(d)
|
—
|
|
|
—
|
|
||||
Accounts receivable, net
|
312.1
|
|
|
—
|
|
|
—
|
|
|
312.1
|
|
||||
Inventories
|
250.8
|
|
|
—
|
|
|
70.1
|
|
(k)
|
320.9
|
|
||||
Assets from coal trading activities, net
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||
Other current assets
|
493.9
|
|
|
(18.1
|
)
|
(e)
|
(333.0
|
)
|
(l)
|
142.8
|
|
||||
Total current assets
|
3,206.2
|
|
|
(1,087.2
|
)
|
|
(262.9
|
)
|
|
1,856.1
|
|
||||
Property, plant, equipment and mine development, net
|
8,653.9
|
|
|
—
|
|
|
(3,461.4
|
)
|
(m)
|
5,192.5
|
|
||||
Investments and other assets
|
976.4
|
|
|
3.9
|
|
(f)
|
238.0
|
|
(n)
|
1,218.3
|
|
||||
Total assets
|
$
|
12,836.5
|
|
|
$
|
(1,083.3
|
)
|
|
$
|
(3,486.3
|
)
|
|
$
|
8,266.9
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
|
|
|
|
|
|
|
||||||||
Current portion of long-term debt
|
$
|
18.2
|
|
|
$
|
9.5
|
|
(g)
|
$
|
—
|
|
|
$
|
27.7
|
|
Liabilities from coal trading activities, net
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||
Accounts payable and accrued expenses
|
967.3
|
|
|
257.6
|
|
(h)
|
14.8
|
|
(o)
|
1,239.7
|
|
||||
Total current liabilities
|
986.2
|
|
|
267.1
|
|
|
14.8
|
|
|
1,268.1
|
|
||||
Long-term debt, less current portion
|
950.5
|
|
|
903.2
|
|
(g)
|
—
|
|
|
1,853.7
|
|
||||
Deferred income taxes
|
179.2
|
|
|
—
|
|
|
(177.8
|
)
|
(p)
|
1.4
|
|
||||
Asset retirement obligations
|
707.0
|
|
|
—
|
|
|
(73.9
|
)
|
(q)
|
633.1
|
|
||||
Accrued postretirement benefit costs
|
753.9
|
|
|
—
|
|
|
(6.9
|
)
|
(r)
|
747.0
|
|
||||
Other noncurrent liabilities
|
511.1
|
|
|
—
|
|
|
120.6
|
|
(s)
|
631.7
|
|
||||
Total liabilities not subject to compromise
|
4,087.9
|
|
|
1,170.3
|
|
|
(123.2
|
)
|
|
5,135.0
|
|
||||
Liabilities subject to compromise
|
8,416.7
|
|
|
(8,416.7
|
)
|
(i)
|
—
|
|
|
—
|
|
||||
Total liabilities
|
12,504.6
|
|
|
(7,246.4
|
)
|
|
(123.2
|
)
|
|
5,135.0
|
|
||||
Stockholders’ equity
|
|
|
|
|
|
|
|
||||||||
Common Stock (Predecessor)
|
0.2
|
|
|
(0.2
|
)
|
(j)
|
—
|
|
|
—
|
|
||||
Common Stock (Successor)
|
—
|
|
|
0.7
|
|
(b)
|
—
|
|
|
0.7
|
|
||||
Series A Preferred Stock (Successor)
|
—
|
|
|
1,305.4
|
|
(b)
|
—
|
|
|
1,305.4
|
|
||||
Additional paid-in capital (Predecessor)
|
2,423.9
|
|
|
(2,423.9
|
)
|
(j)
|
—
|
|
|
—
|
|
||||
Additional paid-in capital (Successor)
|
—
|
|
|
1,774.9
|
|
(b)
|
—
|
|
|
1,774.9
|
|
||||
Treasury stock, at cost
|
(371.9
|
)
|
|
371.9
|
|
(j)
|
—
|
|
|
—
|
|
||||
Accumulated deficit
|
(1,284.1
|
)
|
|
5,134.3
|
|
(j)
|
(3,850.2
|
)
|
(t)
|
—
|
|
||||
Accumulated other comprehensive loss
|
(448.5
|
)
|
|
—
|
|
|
448.5
|
|
(t)
|
—
|
|
||||
Peabody Energy Corporation stockholders’ equity
|
319.6
|
|
|
6,163.1
|
|
|
(3,401.7
|
)
|
|
3,081.0
|
|
||||
Noncontrolling interests
|
12.3
|
|
|
—
|
|
|
38.6
|
|
(u)
|
50.9
|
|
||||
Total stockholders’ equity
|
331.9
|
|
|
6,163.1
|
|
|
(3,363.1
|
)
|
|
3,131.9
|
|
||||
Total liabilities and stockholders’ equity
|
$
|
12,836.5
|
|
|
$
|
(1,083.3
|
)
|
|
$
|
(3,486.3
|
)
|
|
$
|
8,266.9
|
|
(a)
|
Represents the Predecessor consolidated balance sheet at April 1, 2017.
|
(b)
|
Represents amounts recorded for the implementation of the Plan on the Effective Date. This includes the settlement of liabilities subject to compromise through a combination of cash payments, the issuance of new common stock and warrants and the issuance of new debt. The following is the calculation of the total pre-tax gain on the settlement of the liabilities subject to compromise.
|
|
|
(Dollars in millions)
|
||
Liabilities subject to compromise
|
|
$
|
8,416.7
|
|
Less amounts issued to settle claims:
|
|
|
||
Successor Common Stock (at par)
|
|
(0.7
|
)
|
|
Successor Series A Convertible Preferred Stock
|
|
(1,305.4
|
)
|
|
Successor Additional paid-in capital
|
|
(1,774.9
|
)
|
|
Issuance of Successor Notes
|
|
(1,000.0
|
)
|
|
Issuance of Successor Term Loan
|
|
(950.0
|
)
|
|
Cash payments and accruals for claims and professional fees
|
|
(336.4
|
)
|
|
Other:
|
|
|
||
Write-off of Predecessor debt issuance costs, see also (e) below
|
|
(18.1
|
)
|
|
Total pre-tax gain on plan effects, see also (j) below
|
|
$
|
3,031.2
|
|
(c)
|
Represents the fresh start reporting adjustments required to record the assets and liabilities of the Company at fair value.
|
(d)
|
The following table reflects the sources and uses of cash and restricted cash at emergence:
|
|
|
(Dollars in millions)
|
||
Sources:
|
|
|
||
Private placement and rights offering
|
|
$
|
1,500.0
|
|
Net proceeds from Senior Secured Term Loan
|
|
912.7
|
|
|
Escrowed interest from Successor Notes offering
|
|
8.0
|
|
|
Net impact on collateral requirements
|
|
11.6
|
|
|
Uses:
|
|
|
||
Payments to secured lenders
|
|
(3,489.2
|
)
|
|
Professional fees
|
|
(8.3
|
)
|
|
Securitization facility deferred financing costs
|
|
(3.9
|
)
|
|
Total cash outflow at emergence
|
|
$
|
(1,069.1
|
)
|
(e)
|
Primarily represents the write off of deferred financing costs associated with the cancellation and discharge of Predecessor revolving debt obligations.
|
(f)
|
Represents the payment of deferred financing costs associated with the Receivables Purchase Agreement.
|
(g)
|
Represents a new
$950 million
Senior Secured Term Loan, net of an original issue discount and deferred financing costs of
$37.3 million
, as contemplated by the Plan. Under the Plan, the Company also issued
$1.0 billion
of Successor Notes, net of
$49.5 million
of deferred financing costs. The Successor Notes and the related proceeds held in escrow were included on Company's unaudited condensed consolidated balance sheet at March 31, 2017. The new debt instruments issued in accordance with the Plan are further described in Note 13. "Long-term Debt."
|
(h)
|
Represents an accrual to account for amounts paid subsequent to the Effective Date for professional fees and certain unsecured claims and settlements set forth in the Plan.
|
(i)
|
Liabilities subject to compromise include secured and unsecured liabilities incurred prior to the Petition Date. These liabilities represent the amounts expected to be allowed on known or potential claims to be resolved through the Chapter 11 Cases and remain subject to future adjustments based on negotiated settlements with claimants, actions of the Bankruptcy Court, rejection of executory contracts, proofs of claims or other events. Additionally, liabilities subject to compromise also include certain items that were assumed under the Plan, and as such, were subsequently reclassified to liabilities not subject to compromise. Generally, actions to enforce or otherwise effect payment of prepetition liabilities are subject to the injunction provisions set forth in the Plan, as discussed in Note 19. "Commitments and Contingencies". Liabilities subject to compromise consisted of the following immediately prior to emergence and at December 31, 2016:
|
|
Predecessor
|
|||||
|
April 1, 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 April 1, 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 April 1, 2017 and December 31, 2016.
|
(2)
|
Includes liabilities for unfunded non-qualified pension plans, all the participants of which are former employees.
|
(j)
|
Reflects the impacts of the reorganization adjustments:
|
|
|
(Dollars in millions)
|
||
Total pre-tax gain on plan effects, see also (b) above
|
|
$
|
3,031.2
|
|
Cancellation of Predecessor Common Stock
|
|
0.2
|
|
|
Cancellation of Predecessor Additional paid-in capital
|
|
2,423.9
|
|
|
Cancellation of Predecessor Treasury stock
|
|
(371.9
|
)
|
|
Successor debt issuance costs and other items, see also (f) and (g) above
|
|
50.9
|
|
|
Net impact on accumulated deficit
|
|
$
|
5,134.3
|
|
(k)
|
Represents adjustment to increase the book value of coal inventories to their estimated fair value, less costs to sell the inventories.
|
(l)
|
Represents adjustments comprising
$228.5 million
related to assets classified as held-for-sale at March 31, 2017 which were reclassified as held-for-use and considered in connection with the valuations described in (m) below,
$89.5 million
to write off certain existing short-term mine development costs, and
$15.0 million
of various prepaid assets deemed to have no future utility subsequent to the Effective Date.
|
(m)
|
Represents a
$3,461.4 million
reduction in property, plant and equipment to estimated fair value as discussed below:
|
|
|
Predecessor
|
|
Fresh Start Adjustments
|
|
Successor
|
||||||
|
|
(Dollars in millions)
|
||||||||||
Land and coal interests
|
|
$
|
10,297.7
|
|
|
$
|
(6,511.8
|
)
|
|
$
|
3,785.9
|
|
Buildings and improvements
|
|
1,479.3
|
|
|
(1,013.2
|
)
|
|
466.1
|
|
|||
Machinery and equipment
|
|
2,143.8
|
|
|
(1,203.3
|
)
|
|
940.5
|
|
|||
Less: Accumulated depreciation, depletion and amortization
|
|
(5,266.9
|
)
|
|
5,266.9
|
|
|
—
|
|
|||
Net impact on accumulated deficit
|
|
$
|
8,653.9
|
|
|
$
|
(3,461.4
|
)
|
|
$
|
5,192.5
|
|
(n)
|
Primarily to recognize fair value of
$314.9 million
inherent in certain U.S. coal supply agreements as a result of favorable differences between contract terms and estimated market terms for the same coal products, partially offset by a reduction in the fair value of certain equity method investments. The intangible asset related to coal supply agreements will be amortized on a per ton shipped basis through 2025, predominately over the next
three
years. See also Note 9. "Sales Contracts."
|
(o)
|
Represents
$32.6 million
to account for the short-term portion of the value of certain contract-based intangibles primarily consisting of unutilized capacity of certain port and rail take-or-pay contracts, partially offset by
$15.7 million
related to liabilities classified as held-for-sale at March 31, 2017 which were reclassified as held-for-use and considered in connection with the valuations described in (m) above, and various other fair value adjustments. The intangible liabilities related to port and rail take-or-pay contracts will be amortized ratably over the terms of each contact, which vary in duration through 2043.
|
(p)
|
Represents the tax impact of fresh start reporting. See also Note 12. "Income Taxes."
|
(q)
|
Represents the fair value adjustment related to the Company’s asset retirement obligations which was calculated using discounted cash flow models based on current mine plans. The credit-adjusted, risk-free interest rates utilized to estimate the Company's asset retirement obligations were
9.36%
for its U.S. reclamation obligations and
4.36%
for its Australia reclamation obligations.
|
(r)
|
Represents the remeasurement of liabilities associated with the Company's postretirement benefits obligations as of the Effective Date as the reorganization of the Company pursuant to the Plan represented a remeasurement event under ASC 715 "Compensation - Retirement Benefits." The relevant discount rate was adjusted to
4.1%
from
4.15%
used in the Company's most recent year-end remeasurement process.
|
(s)
|
Represents
$83.6 million
to account for the long-term portion of the value of contract-based intangibles related to unutilized capacity of port and rail take-or-pay contracts as described in (o) above and
$58.7 million
to account for the fair value inherent in certain U.S. coal supply agreements as a result of unfavorable differences between contract terms and estimated market terms for the same coal products as described in (n) above, partially offset by a remeasurement reduction of
$9.2 million
of the Company's pension liabilities in accordance with ASC 715 as described in (r) above, as the relevant discount rate was adjusted to
4.1%
from
4.15%
used in the Company's most recent year-end remeasurement process, and certain other valuation adjustments.
|
(t)
|
Represents the elimination of remaining equity balances in accordance with fresh start reporting requirements.
|
(u)
|
Represents adjustment to increase the book value of noncontrolling interests to fair value based on an estimate of the rights of the noncontrolling interests.
|
|
Predecessor
|
||||||||||||||
|
April 1, 2017
|
|
Three Months Ended June 30, 2016
|
|
January 1 through April 1, 2017
|
|
Six Months Ended June 30, 2016
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Gain on settlement of claims (per above)
|
$
|
(3,031.2
|
)
|
|
$
|
—
|
|
|
$
|
(3,031.2
|
)
|
|
$
|
—
|
|
Fresh start adjustments, net (per above)
|
3,363.1
|
|
|
—
|
|
|
3,363.1
|
|
|
—
|
|
||||
Fresh start income tax adjustments, net
|
253.9
|
|
|
—
|
|
|
253.9
|
|
|
—
|
|
||||
Loss on termination of derivative contracts
|
—
|
|
|
75.2
|
|
|
—
|
|
|
75.2
|
|
||||
Professional fees
|
—
|
|
|
21.6
|
|
|
42.5
|
|
|
21.6
|
|
||||
Accounts payable settlement gains
|
—
|
|
|
(0.2
|
)
|
|
(0.7
|
)
|
|
(0.2
|
)
|
||||
Interest income
|
—
|
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
||||
Other
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
||||
Reorganization items, net
|
$
|
585.8
|
|
|
$
|
95.4
|
|
|
$
|
627.2
|
|
|
$
|
95.4
|
|
|
|
|
|
|
|
|
|
||||||||
Cash paid for "Reorganization items, net"
|
$
|
14.4
|
|
|
$
|
—
|
|
|
$
|
45.8
|
|
|
$
|
—
|
|
|
|
Successor
|
Predecessor
|
|
Successor
|
Predecessor
|
||||||||||||||||
|
|
April 2 through June 30, 2017
|
April 1, 2017
|
|
Three Months Ended June 30, 2016
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
|
Six Months Ended June 30, 2016
|
||||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||||
Loss from discontinued operations, net of income taxes
|
|
$
|
(2.7
|
)
|
$
|
(12.1
|
)
|
|
$
|
(3.0
|
)
|
|
$
|
(2.7
|
)
|
$
|
(16.2
|
)
|
|
$
|
(6.4
|
)
|
|
|
Successor
|
Predecessor
|
||||
|
|
June 30, 2017
|
December 31, 2016
|
||||
|
|
(Dollars in millions)
|
|||||
Assets:
|
|
|
|
||||
Other current assets
|
|
$
|
0.2
|
|
$
|
0.2
|
|
Investments and other assets
|
|
—
|
|
15.9
|
|
||
Total assets classified as discontinued operations
|
|
$
|
0.2
|
|
$
|
16.1
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
$
|
55.8
|
|
$
|
55.9
|
|
Other noncurrent liabilities
|
|
184.9
|
|
198.5
|
|
||
Liabilities subject to compromise
|
|
—
|
|
20.9
|
|
||
Total liabilities classified as discontinued operations
|
|
$
|
240.7
|
|
$
|
275.3
|
|
|
Successor
|
Predecessor
|
||||
|
June 30, 2017
|
December 31, 2016
|
||||
|
(Dollars in millions)
|
|||||
Materials and supplies
|
$
|
105.0
|
|
$
|
104.5
|
|
Raw coal
|
55.3
|
|
29.6
|
|
||
Saleable coal
|
153.2
|
|
69.6
|
|
||
Total
|
$
|
313.5
|
|
$
|
203.7
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
Successor
|
||||||||||
|
|
|
|
April 2 through June 30, 2017
|
||||||||||
Financial Instrument
|
|
Income Statement
Classification of (Losses) Gains |
|
Total gain recognized in income
|
|
Loss realized in income on derivatives
|
|
Unrealized gain recognized in income on non- designated derivatives
|
||||||
|
|
|
(Dollars in millions)
|
|||||||||||
Foreign currency option contracts
|
|
Operating costs and expenses
|
|
$
|
2.9
|
|
|
$
|
(0.3
|
)
|
|
$
|
3.2
|
|
Total
|
|
|
|
$
|
2.9
|
|
|
$
|
(0.3
|
)
|
|
$
|
3.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
Predecessor
|
||||||||||||||
|
|
|
|
Three Months Ended June 30, 2016
|
||||||||||||||
Financial Instrument
|
|
Income Statement
Classification of (Losses) Gains |
|
Total loss recognized in income
|
|
Loss reclassified from other comprehensive income into income
(1)
|
|
(Loss) gain realized in income on derivatives
|
|
Unrealized gain (loss)recognized in income on non- designated derivatives
|
||||||||
|
|
|
(Dollars in millions)
|
|||||||||||||||
Commodity swap contracts
|
|
Operating costs and expenses
|
|
$
|
(18.6
|
)
|
|
$
|
(22.2
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
5.4
|
|
Commodity swap contracts
|
|
Reorganization items, net
|
|
(38.8
|
)
|
|
—
|
|
|
(38.8
|
)
|
|
|
|
||||
Foreign currency forward contracts
|
|
Operating costs and expenses
|
|
(45.7
|
)
|
|
(40.2
|
)
|
|
24.9
|
|
|
(30.4
|
)
|
||||
Foreign currency forward contracts
|
|
Reorganization items, net
|
|
(36.4
|
)
|
|
—
|
|
|
(36.4
|
)
|
|
|
|
||||
Total
|
|
|
|
$
|
(139.5
|
)
|
|
$
|
(62.4
|
)
|
|
$
|
(52.1
|
)
|
|
$
|
(25.0
|
)
|
(1)
|
Includes the reclassification from "Accumulated other comprehensive income (loss)" into earnings of
$13.6 million
and
$9.0 million
of previously unrecognized losses on foreign currency and fuel contracts, respectively, monetized in the first quarter of 2016.
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
Predecessor
|
||||||||||||||
|
|
|
|
January 1 through April 1, 2017
|
||||||||||||||
Financial Instrument
|
|
Income Statement
Classification of (Losses) Gains
|
|
Total loss recognized in income
|
|
Loss reclassified from other comprehensive loss into income
|
|
(Loss) gain realized 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
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
Predecessor
|
||||||||||||||
|
|
|
|
Six Months Ended June 30, 2016
|
||||||||||||||
Financial Instrument
|
|
Income Statement
Classification of (Losses) Gains
|
|
Total loss recognized in income
|
|
Loss reclassified from other comprehensive income into income
(1)
|
|
(Loss) gain realized in income on derivatives
|
|
Unrealized gain (loss)recognized in income on non- designated derivatives
|
||||||||
|
|
|
(Dollars in millions)
|
|||||||||||||||
Commodity swap contracts
|
|
Operating costs and expenses
|
|
$
|
(58.9
|
)
|
|
$
|
(47.0
|
)
|
|
$
|
(11.9
|
)
|
|
$
|
—
|
|
Commodity swap contracts
|
|
Reorganization items, net
|
|
(38.8
|
)
|
|
—
|
|
|
(38.8
|
)
|
|
|
|
||||
Foreign currency forward contracts
|
|
Operating costs and expenses
|
|
(91.4
|
)
|
|
(94.1
|
)
|
|
2.7
|
|
|
—
|
|
||||
Foreign currency forward contracts
|
|
Reorganization items, net
|
|
(36.4
|
)
|
|
—
|
|
|
(36.4
|
)
|
|
|
|
||||
Total
|
|
|
|
$
|
(225.5
|
)
|
|
$
|
(141.1
|
)
|
|
$
|
(84.4
|
)
|
|
$
|
—
|
|
(1)
|
Includes the reclassification from "Accumulated other comprehensive income (loss)" into earnings of
$13.6 million
and
$9.0 million
of previously unrecognized losses on foreign currency and fuel contracts, respectively, monetized in the first quarter of 2016.
|
|
Successor
|
||||||||||||||
|
June 30, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
9.3
|
|
|
$
|
—
|
|
|
$
|
9.3
|
|
Total net financial liabilities
|
$
|
—
|
|
|
$
|
9.3
|
|
|
$
|
—
|
|
|
$
|
9.3
|
|
•
|
Investments in debt and equity securities: U.S. government securities and marketable equity securities are valued based on quoted prices in active markets (Level 1) and investment-grade corporate bonds and U.S. government agency securities are valued based on the various inputs listed above that may preclude the security from being measured using an identical asset in an active market (Level 2).
|
•
|
Commodity swap contracts — diesel fuel and explosives: valued based on a valuation that is corroborated by the use of market-based pricing (Level 2) except when credit and non-performance risk is considered to be a significant input, then the Company classifies such contracts as Level 3.
|
•
|
Foreign currency forward and option contracts: valued utilizing inputs obtained in quoted public markets (Level 2) except when credit and non-performance risk is considered to be a significant input, then the Company classifies such contracts as Level 3.
|
•
|
Cash and cash equivalents, accounts receivable, including those within the Company’s accounts receivable securitization program, notes receivable and accounts payable have carrying values which approximate fair value due to the short maturity or the liquid nature of these instruments.
|
•
|
Long-term debt fair value estimates are based on observed prices for securities with an active trading market when available (Level 2), and otherwise on estimated borrowing rates to discount the cash flows to their present value (Level 3).
|
|
|
Successor
|
Predecessor
|
|
Successor
|
Predecessor
|
|||||||||||
Trading Revenues by Type of Instrument
|
|
April 2 through June 30, 2017
|
Three Months Ended June 30, 2016
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
Six Months Ended June 30, 2016
|
||||||||||
|
|
(Dollars in millions)
|
|||||||||||||||
Futures, swaps and options
|
|
$
|
(7.3
|
)
|
$
|
(19.3
|
)
|
|
$
|
(7.3
|
)
|
$
|
(10.2
|
)
|
$
|
(23.1
|
)
|
Physical purchase/sale contracts
|
|
12.5
|
|
36.8
|
|
|
12.5
|
|
25.2
|
|
36.9
|
|
|||||
Total trading revenues
|
|
$
|
5.2
|
|
$
|
17.5
|
|
|
$
|
5.2
|
|
$
|
15.0
|
|
$
|
13.8
|
|
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 Posted
(1)
|
|
Net Amounts of Assets (Liabilities) Presented in the Condensed Consolidated Balance Sheets
|
||||||||
|
|
(Dollars in millions)
|
||||||||||||||
|
|
Successor
|
||||||||||||||
|
|
Fair Value as of June 30, 2017
|
||||||||||||||
Assets from coal trading activities, net
|
|
$
|
145.5
|
|
|
$
|
(144.9
|
)
|
|
$
|
—
|
|
|
$
|
0.6
|
|
Liabilities from coal trading activities, net
|
|
(162.1
|
)
|
|
144.9
|
|
|
16.0
|
|
|
(1.2
|
)
|
||||
Total, net
|
|
$
|
(16.6
|
)
|
|
$
|
—
|
|
|
$
|
16.0
|
|
|
$
|
(0.6
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Predecessor
|
||||||||||||||
|
|
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 posted at
June 30, 2017
and December 31, 2016, respectively, related to cash flow hedges.
|
|
Successor
|
||||||||||||||
|
June 30, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Physical purchase/sale contracts
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
Total net financial liabilities
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
|
Predecessor
|
||||||||||||||
|
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.
|
|
Successor
|
Predecessor
|
|
Successor
|
Predecessor
|
|||||||||||
|
April 2 through June 30, 2017
|
Three Months Ended June 30, 2016
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
Six Months Ended June 30, 2016
|
||||||||||
|
(Dollars in millions)
|
|||||||||||||||
Beginning of period
|
$
|
(0.7
|
)
|
$
|
(3.9
|
)
|
|
$
|
(0.7
|
)
|
$
|
(1.1
|
)
|
$
|
(15.6
|
)
|
Transfers into Level 3
|
—
|
|
0.4
|
|
|
—
|
|
—
|
|
0.4
|
|
|||||
Transfers out of Level 3
|
0.7
|
|
—
|
|
|
0.7
|
|
0.2
|
|
10.7
|
|
|||||
Total gains realized/unrealized:
|
|
|
|
|
|
|
|
|
||||||||
Included in earnings
|
—
|
|
(1.3
|
)
|
|
—
|
|
0.2
|
|
(1.4
|
)
|
|||||
Sales
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(0.1
|
)
|
|||||
Settlements
|
—
|
|
3.7
|
|
|
—
|
|
—
|
|
4.9
|
|
|||||
End of period
|
$
|
—
|
|
$
|
(1.1
|
)
|
|
$
|
—
|
|
$
|
(0.7
|
)
|
$
|
(1.1
|
)
|
|
Successor
|
Predecessor
|
|
Successor
|
Predecessor
|
|||||||||||
|
April 2 through June 30, 2017
|
Three Months Ended June 30, 2016
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
Six Months Ended June 30, 2016
|
||||||||||
|
(Dollars in millions)
|
|||||||||||||||
Changes in unrealized (losses) gains
(1)
|
$
|
—
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
$
|
0.3
|
|
$
|
(0.2
|
)
|
(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.
|
|
Successor
|
||||||||||
|
June 30, 2017
|
||||||||||
|
(Dollars in millions)
|
||||||||||
|
Assets
|
|
Liabilities
|
|
Net Total
|
||||||
Coal supply agreements
|
$
|
279.7
|
|
|
$
|
(53.2
|
)
|
|
$
|
226.5
|
|
Take-or-pay contracts
|
—
|
|
|
(106.7
|
)
|
|
(106.7
|
)
|
|||
Total
|
$
|
279.7
|
|
|
$
|
(159.9
|
)
|
|
$
|
119.8
|
|
|
|
|
|
|
|
||||||
Balance sheet classification:
|
|
|
|
|
|
||||||
Investments and other assets
|
$
|
279.7
|
|
|
$
|
—
|
|
|
$
|
279.7
|
|
Accounts payable and accrued expenses
|
—
|
|
|
(30.6
|
)
|
|
(30.6
|
)
|
|||
Other noncurrent liabilities
|
—
|
|
|
(129.3
|
)
|
|
(129.3
|
)
|
|||
Total
|
$
|
279.7
|
|
|
$
|
(159.9
|
)
|
|
$
|
119.8
|
|
|
Successor
|
Predecessor
|
||||
|
June 30, 2017
|
December 31, 2016
|
||||
|
(Dollars in millions)
|
|||||
Land and coal interests
|
$
|
3,785.8
|
|
$
|
10,330.8
|
|
Buildings and improvements
|
467.3
|
|
1,507.6
|
|
||
Machinery and equipment
|
1,084.9
|
|
2,130.2
|
|
||
Less: Accumulated depreciation, depletion and amortization
|
(123.8
|
)
|
(5,191.9
|
)
|
||
Total, net
|
$
|
5,214.2
|
|
$
|
8,776.7
|
|
|
Successor
|
Predecessor
|
||||
|
June 30, 2017
|
December 31, 2016
|
||||
|
(Dollars in millions)
|
|||||
6.00% Senior Secured Notes due March 2022
|
$
|
500.0
|
|
$
|
—
|
|
6.375% Senior Secured Notes due March 2025
|
500.0
|
|
—
|
|
||
Senior Secured Term Loan due 2022
|
943.1
|
|
—
|
|
||
2013 Revolver
|
—
|
|
1,558.1
|
|
||
2013 Term Loan Facility due September 2020
|
—
|
|
1,162.3
|
|
||
6.00% Senior Notes due November 2018
|
—
|
|
1,518.8
|
|
||
6.50% Senior Notes due September 2020
|
—
|
|
650.0
|
|
||
6.25% Senior Notes due November 2021
|
—
|
|
1,339.6
|
|
||
10.00% Senior Secured Second Lien Notes due March 2022
|
—
|
|
979.4
|
|
||
7.875% Senior Notes due November 2026
|
—
|
|
247.8
|
|
||
Convertible Junior Subordinated Debentures due December 2066
|
—
|
|
386.1
|
|
||
Capital lease and other obligations
|
92.4
|
|
20.1
|
|
||
Less: Debt issuance costs
|
(78.4
|
)
|
(70.8
|
)
|
||
|
1,957.1
|
|
7,791.4
|
|
||
Less: Current portion of long-term debt
|
189.0
|
|
20.2
|
|
||
Less: Liabilities subject to compromise
|
—
|
|
7,771.2
|
|
||
Long-term debt
|
$
|
1,768.1
|
|
$
|
—
|
|
|
|
Successor
|
Predecessor
|
|
Successor
|
Predecessor
|
||||||||||||
|
|
April 2 through June 30, 2017
|
Three Months Ended June 30, 2016
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
|
Six Months Ended June 30, 2016
|
||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||
Service cost for benefits earned
|
|
$
|
0.6
|
|
$
|
0.7
|
|
|
$
|
0.6
|
|
$
|
0.6
|
|
|
$
|
1.3
|
|
Interest cost on projected benefit obligation
|
|
9.3
|
|
10.3
|
|
|
9.3
|
|
9.7
|
|
|
20.7
|
|
|||||
Expected return on plan assets
|
|
(11.2
|
)
|
(11.3
|
)
|
|
(11.2
|
)
|
(11.0
|
)
|
|
(22.6
|
)
|
|||||
Amortization of prior service cost and net actuarial loss
|
|
—
|
|
6.3
|
|
|
—
|
|
6.4
|
|
|
12.5
|
|
|||||
Net periodic pension cost
|
|
$
|
(1.3
|
)
|
$
|
6.0
|
|
|
$
|
(1.3
|
)
|
$
|
5.7
|
|
|
$
|
11.9
|
|
|
|
Successor
|
Predecessor
|
|
Successor
|
Predecessor
|
||||||||||||
|
|
April 2 through June 30, 2017
|
Three Months Ended June 30, 2016
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
|
Six Months Ended June 30, 2016
|
||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||
Service cost for benefits earned
|
|
$
|
2.3
|
|
$
|
2.6
|
|
|
$
|
2.3
|
|
$
|
2.3
|
|
|
$
|
5.2
|
|
Interest cost on accumulated postretirement benefit obligation
|
|
8.3
|
|
8.8
|
|
|
8.3
|
|
8.4
|
|
|
17.6
|
|
|||||
Amortization of prior service cost and net actuarial loss
|
|
—
|
|
2.3
|
|
|
—
|
|
3.2
|
|
|
4.7
|
|
|||||
Net periodic postretirement benefit cost
|
|
$
|
10.6
|
|
$
|
13.7
|
|
|
$
|
10.6
|
|
$
|
13.9
|
|
|
$
|
27.5
|
|
|
|
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) Income
|
||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||
Predecessor Company
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
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
|
|
|||||
|
Fresh start reporting adjustment
|
142.7
|
|
|
250.5
|
|
|
(20.3
|
)
|
|
75.6
|
|
|
448.5
|
|
|||||
|
April 1, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Successor Company
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Current period change
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||
|
June 30, 2017
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
|
Amount reclassified from accumulated other comprehensive income (loss)
(1)
|
|
|
||||||||
|
|
Predecessor
|
|
|
||||||||
Details about accumulated other comprehensive income (loss) components
|
|
Three Months Ended June 30, 2016
|
January 1 through April 1, 2017
|
Six Months Ended June 30, 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
|
|
$
|
(5.1
|
)
|
$
|
(5.5
|
)
|
$
|
(10.2
|
)
|
|
Operating costs and expenses
|
Defined benefit pension plans
|
|
(5.1
|
)
|
(5.3
|
)
|
(10.2
|
)
|
|
Operating costs and expenses
|
|||
Defined benefit pension plans
|
|
(1.1
|
)
|
(1.0
|
)
|
(2.1
|
)
|
|
Selling and administrative expenses
|
|||
Insignificant items
|
|
2.9
|
|
2.7
|
|
5.8
|
|
|
|
|||
|
|
(8.4
|
)
|
(9.1
|
)
|
(16.7
|
)
|
|
Total before income taxes
|
|||
|
|
3.1
|
|
3.3
|
|
6.2
|
|
|
Income tax benefit
|
|||
|
|
$
|
(5.3
|
)
|
$
|
(5.8
|
)
|
$
|
(10.5
|
)
|
|
Total after income taxes
|
|
|
|
|
|
|
|
||||||
Prior service credit associated with postretirement plans:
|
|
|
|
|
|
|
||||||
Postretirement health care and life insurance benefits
|
|
$
|
2.8
|
|
$
|
2.3
|
|
$
|
5.5
|
|
|
Operating costs and expenses
|
Defined benefit pension plans
|
|
(0.1
|
)
|
(0.1
|
)
|
(0.2
|
)
|
|
Operating costs and expenses
|
|||
|
|
2.7
|
|
2.2
|
|
5.3
|
|
|
Total before income taxes
|
|||
|
|
(1.0
|
)
|
(0.8
|
)
|
(2.0
|
)
|
|
Income tax provision
|
|||
|
|
$
|
1.7
|
|
$
|
1.4
|
|
$
|
3.3
|
|
|
Total after income taxes
|
|
|
|
|
|
|
|
||||||
Cash flow hedges:
|
|
|
|
|
|
|
||||||
Foreign currency cash flow hedge contracts
|
|
$
|
(40.2
|
)
|
$
|
(16.6
|
)
|
$
|
(94.1
|
)
|
|
Operating costs and expenses
|
Fuel and explosives commodity swaps
|
|
(22.2
|
)
|
(11.0
|
)
|
(47.0
|
)
|
|
Operating costs and expenses
|
|||
Insignificant items
|
|
(0.1
|
)
|
(0.1
|
)
|
(0.3
|
)
|
|
|
|||
|
|
(62.5
|
)
|
(27.7
|
)
|
(141.4
|
)
|
|
Total before income taxes
|
|||
|
|
23.1
|
|
9.1
|
|
52.3
|
|
|
Income tax benefit
|
|||
|
|
$
|
(39.4
|
)
|
$
|
(18.6
|
)
|
$
|
(89.1
|
)
|
|
Total after income taxes
|
(1)
|
Presented as gains (losses) in the unaudited condensed consolidated statements of operations.
|
|
|
Successor
|
Predecessor
|
|
Successor
|
Predecessor
|
||||||||||||||||
|
|
April 2 through June 30, 2017
|
April 1, 2017
|
|
Three Months Ended June 30, 2016
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
|
Six Months Ended June 30, 2016
|
||||||||||||
|
|
|
|
|
||||||||||||||||||
|
|
(In millions, except per share data)
|
||||||||||||||||||||
EPS numerator:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations, net of income taxes
|
|
$
|
101.4
|
|
$
|
(319.8
|
)
|
|
$
|
(223.2
|
)
|
|
$
|
101.4
|
|
$
|
(195.5
|
)
|
|
$
|
(390.9
|
)
|
Less: Series A Convertible Preferred Stock dividends
|
|
115.1
|
|
—
|
|
|
—
|
|
|
115.1
|
|
—
|
|
|
—
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
|
3.8
|
|
—
|
|
|
1.7
|
|
|
3.8
|
|
4.8
|
|
|
1.7
|
|
||||||
Loss from continuing operations attributable to common stockholders, after allocation of earnings to participating securities
|
|
(17.5
|
)
|
(319.8
|
)
|
|
(224.9
|
)
|
|
(17.5
|
)
|
(200.3
|
)
|
|
(392.6
|
)
|
||||||
Loss from discontinued operations attributable to common stockholders, after allocation of earnings to participating securities
|
|
(2.7
|
)
|
(12.1
|
)
|
|
(3.0
|
)
|
|
(2.7
|
)
|
(16.2
|
)
|
|
(6.4
|
)
|
||||||
Net loss attributable to common stockholders, after allocation of earnings to participating securities
|
|
$
|
(20.2
|
)
|
$
|
(331.9
|
)
|
|
$
|
(227.9
|
)
|
|
$
|
(20.2
|
)
|
$
|
(216.5
|
)
|
|
$
|
(399.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
EPS denominator:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average shares
outstanding — basic and diluted
|
|
96.8
|
|
18.3
|
|
|
18.3
|
|
|
96.8
|
|
18.3
|
|
|
18.3
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic and diluted EPS attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss from continuing operations
|
|
$
|
(0.18
|
)
|
$
|
(17.44
|
)
|
|
$
|
(12.30
|
)
|
|
$
|
(0.18
|
)
|
$
|
(10.93
|
)
|
|
$
|
(21.47
|
)
|
Loss from discontinued operations
|
|
(0.03
|
)
|
(0.66
|
)
|
|
(0.16
|
)
|
|
(0.03
|
)
|
(0.88
|
)
|
|
(0.35
|
)
|
||||||
Net loss attributable to common stockholders
|
|
$
|
(0.21
|
)
|
$
|
(18.10
|
)
|
|
$
|
(12.46
|
)
|
|
$
|
(0.21
|
)
|
$
|
(11.81
|
)
|
|
$
|
(21.82
|
)
|
|
|
2017
|
|
|
2016
|
|
2017
|
|
2016
|
|||||||||||||
|
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
April 2 through June 30
|
|
|
Three Months Ended
June 30
|
|
April 2 through June 30
|
|
|
January 1 through April 1
|
|
Six Months Ended
June 30
|
||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Powder River Basin Mining
|
|
$
|
365.4
|
|
|
|
$
|
306.6
|
|
|
$
|
365.4
|
|
|
|
$
|
394.3
|
|
|
$
|
642.6
|
|
Midwestern U.S. Mining
|
|
194.9
|
|
|
|
189.0
|
|
|
194.9
|
|
|
|
193.2
|
|
|
388.6
|
|
|||||
Western U.S. Mining
|
|
125.4
|
|
|
|
112.1
|
|
|
125.4
|
|
|
|
149.7
|
|
|
224.6
|
|
|||||
Australian Metallurgical Mining
|
|
287.8
|
|
|
|
245.2
|
|
|
287.8
|
|
|
|
328.9
|
|
|
450.3
|
|
|||||
Australian Thermal Mining
|
|
239.2
|
|
|
|
186.8
|
|
|
239.2
|
|
|
|
224.8
|
|
|
363.5
|
|
|||||
Trading and Brokerage
|
|
5.2
|
|
|
|
17.5
|
|
|
5.2
|
|
|
|
15.0
|
|
|
13.8
|
|
|||||
Corporate and Other
|
|
40.4
|
|
|
|
(17.0
|
)
|
|
40.4
|
|
|
|
20.3
|
|
|
(16.0
|
)
|
|||||
Total
|
|
$
|
1,258.3
|
|
|
|
$
|
1,040.2
|
|
|
$
|
1,258.3
|
|
|
|
$
|
1,326.2
|
|
|
$
|
2,067.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Powder River Basin Mining
|
|
$
|
84.8
|
|
|
|
$
|
80.6
|
|
|
$
|
84.8
|
|
|
|
$
|
91.7
|
|
|
$
|
154.4
|
|
Midwestern U.S. Mining
|
|
46.5
|
|
|
|
52.7
|
|
|
46.5
|
|
|
|
50.0
|
|
|
113.3
|
|
|||||
Western U.S. Mining
|
|
44.9
|
|
|
|
28.8
|
|
|
44.9
|
|
|
|
50.0
|
|
|
48.9
|
|
|||||
Australian Metallurgical Mining
|
|
71.9
|
|
|
|
(49.2
|
)
|
|
71.9
|
|
|
|
109.6
|
|
|
(86.5
|
)
|
|||||
Australian Thermal Mining
|
|
105.9
|
|
|
|
45.4
|
|
|
105.9
|
|
|
|
75.6
|
|
|
88.3
|
|
|||||
Trading and Brokerage
|
|
(5.1
|
)
|
|
|
(18.2
|
)
|
|
(5.1
|
)
|
|
|
8.8
|
|
|
(31.9
|
)
|
|||||
Corporate and Other
(1)
|
|
(31.1
|
)
|
|
|
(67.5
|
)
|
|
(31.1
|
)
|
|
|
(44.4
|
)
|
|
(178.7
|
)
|
|||||
Total
|
|
$
|
317.8
|
|
|
|
$
|
72.6
|
|
|
$
|
317.8
|
|
|
|
$
|
341.3
|
|
|
$
|
107.8
|
|
(1)
|
Includes a gain of
$68.1 million
related to the 2016 Settlement Agreement described in Note 5. "Discontinued Operations" during the six months ended June 30, 2016 and a gain of
$19.7 million
related to the sale of Dominion Terminal Associates during the predecessor period January 1 through April 1, 2017.
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||
|
|
Successor
|
Predecessor
|
|
Predecessor
|
|
Successor
|
Predecessor
|
|
Predecessor
|
||||||||||||
|
|
April 2 through June 30
|
April 1
|
|
Three Months Ended
June 30
|
|
April 2 through June 30
|
January 1 through April 1
|
|
Six Months Ended
June 30
|
||||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||||
Income (loss) from continuing operations, net of income taxes
|
|
$
|
101.4
|
|
$
|
(319.8
|
)
|
|
$
|
(223.2
|
)
|
|
$
|
101.4
|
|
$
|
(195.5
|
)
|
|
$
|
(390.9
|
)
|
Depreciation, depletion and amortization
|
|
148.3
|
|
—
|
|
|
115.9
|
|
|
148.3
|
|
119.9
|
|
|
227.7
|
|
||||||
Asset retirement obligation expenses
|
|
11.0
|
|
—
|
|
|
11.5
|
|
|
11.0
|
|
14.6
|
|
|
24.6
|
|
||||||
Selling and administrative expenses related to debt restructuring
|
|
—
|
|
—
|
|
|
7.2
|
|
|
—
|
|
—
|
|
|
21.5
|
|
||||||
Asset impairment
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
30.5
|
|
|
17.2
|
|
||||||
Change in deferred tax asset valuation allowance related to equity affiliates
|
|
(4.3
|
)
|
—
|
|
|
(1.4
|
)
|
|
(4.3
|
)
|
(5.2
|
)
|
|
—
|
|
||||||
Interest expense
|
|
41.4
|
|
—
|
|
|
59.0
|
|
|
41.4
|
|
32.9
|
|
|
185.2
|
|
||||||
Interest income
|
|
(1.5
|
)
|
—
|
|
|
(1.3
|
)
|
|
(1.5
|
)
|
(2.7
|
)
|
|
(2.7
|
)
|
||||||
Break fees related to terminated asset sales
|
|
(28.0
|
)
|
—
|
|
|
—
|
|
|
(28.0
|
)
|
—
|
|
|
—
|
|
||||||
Realized losses on non-coal trading derivative contracts
|
|
—
|
|
—
|
|
|
25.0
|
|
|
—
|
|
—
|
|
|
—
|
|
||||||
Unrealized gains on non-coal trading derivative contracts
|
|
(3.2
|
)
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
—
|
|
|
—
|
|
||||||
Unrealized (gains) losses on economic hedges
|
|
(9.4
|
)
|
—
|
|
|
22.1
|
|
|
(9.4
|
)
|
(16.6
|
)
|
|
27.2
|
|
||||||
Coal inventory revaluation
|
|
67.3
|
|
—
|
|
|
—
|
|
|
67.3
|
|
—
|
|
|
—
|
|
||||||
Take-or-pay contract-based intangible recognition
|
|
(9.9
|
)
|
—
|
|
|
—
|
|
|
(9.9
|
)
|
—
|
|
|
—
|
|
||||||
Reorganization items, net
|
|
—
|
|
585.8
|
|
|
95.4
|
|
|
—
|
|
627.2
|
|
|
95.4
|
|
||||||
Income tax provision (benefit)
|
|
4.7
|
|
(266.0
|
)
|
|
(37.6
|
)
|
|
4.7
|
|
(263.8
|
)
|
|
(97.4
|
)
|
||||||
Total Adjusted EBITDA
|
|
$
|
317.8
|
|
$
|
—
|
|
|
$
|
72.6
|
|
|
$
|
317.8
|
|
$
|
341.3
|
|
|
$
|
107.8
|
|
|
U.S. Mining
|
|
Australian Mining
|
|
Trading and
Brokerage
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||||
Successor Company
|
(Dollars in millions)
|
||||||||||||||||||
Total assets
|
$
|
3,997.5
|
|
|
$
|
2,732.4
|
|
|
$
|
44.0
|
|
|
$
|
1,541.3
|
|
|
$
|
8,315.2
|
|
Property, plant, equipment and mine development, net
|
3,339.1
|
|
|
1,422.5
|
|
|
—
|
|
|
452.6
|
|
|
5,214.2
|
|
|
U.S. Mining
|
|
Australian Mining
|
|
Trading and
Brokerage
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||||
Predecessor Company
|
(Dollars in millions)
|
||||||||||||||||||
Total assets
|
$
|
4,255.9
|
|
|
$
|
5,402.2
|
|
|
$
|
128.7
|
|
|
$
|
1,990.9
|
|
|
$
|
11,777.7
|
|
Property, plant, equipment and mine development, net
|
3,970.6
|
|
|
3,905.8
|
|
|
0.2
|
|
|
900.1
|
|
|
8,776.7
|
|
|
Three Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2016
|
||||||||||||
|
Previously Reported
|
|
As Adjusted
|
|
Previously Reported
|
|
As Adjusted
|
||||||||
|
(In millions, except per share data)
|
||||||||||||||
Results of Operations Amounts
|
|
|
|
|
|
|
|
||||||||
Income tax (benefit) provision
|
$
|
(30.0
|
)
|
|
$
|
(37.6
|
)
|
|
$
|
(95.8
|
)
|
|
$
|
(97.4
|
)
|
Loss from continuing operations, net of income taxes
|
(230.8
|
)
|
|
(223.2
|
)
|
|
(392.5
|
)
|
|
(390.9
|
)
|
||||
Net loss
|
(233.8
|
)
|
|
(226.2
|
)
|
|
(398.9
|
)
|
|
(397.3
|
)
|
||||
Net loss attributable to common stockholders
|
(235.5
|
)
|
|
(227.9
|
)
|
|
(400.6
|
)
|
|
(399.0
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted EPS - Loss from continuing operations
|
$
|
(12.71
|
)
|
|
$
|
(12.30
|
)
|
|
$
|
(21.56
|
)
|
|
$
|
(21.47
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted EPS - Loss attributable to common stockholders
|
$
|
(12.87
|
)
|
|
$
|
(12.46
|
)
|
|
$
|
(21.91
|
)
|
|
$
|
(21.82
|
)
|
•
|
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;
|
•
|
uncertainties in estimating our 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;
|
•
|
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 capital 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
|
|
June 30, 2017
|
||||||||
Premium HCC
|
|
$
|
304.00
|
|
|
$
|
139.50
|
|
|
$
|
190.34
|
|
|
$
|
148.50
|
|
Premium PCI coal
|
|
$
|
185.00
|
|
|
$
|
101.15
|
|
|
$
|
123.88
|
|
|
$
|
103.30
|
|
Newcastle index thermal coal
|
|
$
|
89.75
|
|
|
$
|
73.25
|
|
|
$
|
79.72
|
|
|
$
|
81.00
|
|
PRB 8,800 Btu/Lb coal
|
|
$
|
12.10
|
|
|
$
|
11.00
|
|
|
$
|
11.54
|
|
|
$
|
11.20
|
|
Illinois Basin 11,500 Btu/Lb coal
|
|
$
|
33.50
|
|
|
$
|
32.50
|
|
|
$
|
32.88
|
|
|
$
|
33.25
|
|
Three Month Comparison
|
2017
|
|
|
2016
|
|
|
|
|
||||
|
Successor
|
|
|
Predecessor
|
|
Increase (Decrease)
|
||||||
|
April 2 through June 30
|
|
|
Three Months Ended June 30
|
|
to Volumes
|
||||||
|
|
|
|
Tons
|
|
%
|
||||||
|
(Tons in millions)
|
|
|
|||||||||
Powder River Basin Mining
|
28.5
|
|
|
|
22.4
|
|
|
6.1
|
|
|
27
|
%
|
Midwestern U.S. Mining
|
4.6
|
|
|
|
4.4
|
|
|
0.2
|
|
|
5
|
%
|
Western U.S. Mining
|
3.2
|
|
|
|
2.8
|
|
|
0.4
|
|
|
14
|
%
|
Australian Metallurgical Mining
|
2.0
|
|
|
|
3.6
|
|
|
(1.6
|
)
|
|
(44
|
)%
|
Australian Thermal Mining
|
4.6
|
|
|
|
5.2
|
|
|
(0.6
|
)
|
|
(12
|
)%
|
Total tons sold from mining segments
|
42.9
|
|
|
|
38.4
|
|
|
4.5
|
|
|
12
|
%
|
Trading and Brokerage
|
0.7
|
|
|
|
1.4
|
|
|
(0.7
|
)
|
|
(50
|
)%
|
Total tons sold
|
43.6
|
|
|
|
39.8
|
|
|
3.8
|
|
|
10
|
%
|
Six Month Comparison
|
2017
|
|
2016
|
|
|
|
|
|||||||||||
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
Increase (Decrease)
|
||||||||
|
April 2 through June 30
|
|
|
January 1 through April 1
|
|
Six Months Ended
|
|
to Volumes
|
||||||||||
|
|
|
|
June 30
|
|
Tons
|
|
%
|
||||||||||
|
(Tons in millions)
|
|
|
|||||||||||||||
Powder River Basin Mining
|
28.5
|
|
|
|
31.0
|
|
|
59.5
|
|
|
47.0
|
|
|
12.5
|
|
|
27
|
%
|
Midwestern U.S. Mining
|
4.6
|
|
|
|
4.5
|
|
|
9.1
|
|
|
8.9
|
|
|
0.2
|
|
|
2
|
%
|
Western U.S. Mining
|
3.2
|
|
|
|
3.4
|
|
|
6.6
|
|
|
5.7
|
|
|
0.9
|
|
|
16
|
%
|
Australian Metallurgical Mining
|
2.0
|
|
|
|
2.2
|
|
|
4.2
|
|
|
6.9
|
|
|
(2.7
|
)
|
|
(39
|
)%
|
Australian Thermal Mining
|
4.6
|
|
|
|
4.6
|
|
|
9.2
|
|
|
10.4
|
|
|
(1.2
|
)
|
|
(12
|
)%
|
Total tons sold from mining segments
|
42.9
|
|
|
|
45.7
|
|
|
88.6
|
|
|
78.9
|
|
|
9.7
|
|
|
12
|
%
|
Trading and Brokerage
|
0.7
|
|
|
|
0.4
|
|
|
1.1
|
|
|
3.4
|
|
|
(2.3
|
)
|
|
(68
|
)%
|
Total tons sold
|
43.6
|
|
|
|
46.1
|
|
|
89.7
|
|
|
82.3
|
|
|
7.4
|
|
|
9
|
%
|
Three Month Comparison
|
2017
|
|
|
2016
|
|
|
|
|
|||||||
|
Successor
|
|
|
Predecessor
|
|
|
|||||||||
|
April 2 through June 30
|
|
|
Three Months Ended June 30
|
|
(Decrease) Increase
|
|||||||||
|
|
|
|
$
|
|
%
|
|||||||||
|
|
|
|
|
|
|
|
|
|||||||
Revenues per Ton - Mining Operations
|
|
|
|
|
|
|
|
|
|||||||
Powder River Basin
|
$
|
12.84
|
|
|
|
$
|
13.64
|
|
|
$
|
(0.80
|
)
|
|
(6
|
)%
|
Midwestern U.S.
|
42.62
|
|
|
|
42.89
|
|
|
(0.27
|
)
|
|
(1
|
)%
|
|||
Western U.S.
|
38.91
|
|
|
|
39.92
|
|
|
(1.01
|
)
|
|
(3
|
)%
|
|||
Australian Metallurgical
|
145.31
|
|
|
|
67.97
|
|
|
77.34
|
|
|
114
|
%
|
|||
Australian Thermal
|
51.52
|
|
|
|
36.52
|
|
|
15.00
|
|
|
41
|
%
|
|||
Operating Costs per Ton - Mining Operations
(1)
|
|
|
|
|
|
|
|
|
|||||||
Powder River Basin
|
$
|
9.86
|
|
|
|
$
|
10.05
|
|
|
$
|
(0.19
|
)
|
|
(2
|
)%
|
Midwestern U.S.
|
32.45
|
|
|
|
30.95
|
|
|
1.50
|
|
|
5
|
%
|
|||
Western U.S.
|
24.98
|
|
|
|
29.64
|
|
|
(4.66
|
)
|
|
(16
|
)%
|
|||
Australian Metallurgical
|
109.07
|
|
|
|
81.62
|
|
|
27.45
|
|
|
34
|
%
|
|||
Australian Thermal
|
28.67
|
|
|
|
27.64
|
|
|
1.03
|
|
|
4
|
%
|
|||
Gross Margin per Ton - Mining Operations
(1)
|
|
|
|
|
|
|
|
|
|||||||
Powder River Basin
|
$
|
2.98
|
|
|
|
$
|
3.59
|
|
|
$
|
(0.61
|
)
|
|
(17
|
)%
|
Midwestern U.S.
|
10.17
|
|
|
|
11.94
|
|
|
(1.77
|
)
|
|
(15
|
)%
|
|||
Western U.S.
|
13.93
|
|
|
|
10.28
|
|
|
3.65
|
|
|
36
|
%
|
|||
Australian Metallurgical
|
36.24
|
|
|
|
(13.65
|
)
|
|
49.89
|
|
|
365
|
%
|
|||
Australian Thermal
|
22.85
|
|
|
|
8.88
|
|
|
13.97
|
|
|
157
|
%
|
(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.
|
Six Month Comparison
|
2017
|
|
2016
|
|
|
|
|
||||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|||||||||||||
|
April 2 through June 30
|
|
|
January 1 through April 1
|
|
Six Months Ended
|
|
(Decrease) Increase
|
|||||||||||||||
|
|
|
|
June 30
|
|
$
|
|
%
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Revenues per Ton - Mining Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Powder River Basin
|
$
|
12.84
|
|
|
|
$
|
12.70
|
|
|
$
|
12.77
|
|
|
$
|
13.66
|
|
|
$
|
(0.89
|
)
|
|
(7
|
)%
|
Midwestern U.S.
|
42.62
|
|
|
|
42.96
|
|
|
42.79
|
|
|
43.69
|
|
|
(0.90
|
)
|
|
(2
|
)%
|
|||||
Western U.S.
|
38.91
|
|
|
|
44.68
|
|
|
41.85
|
|
|
39.23
|
|
|
2.62
|
|
|
7
|
%
|
|||||
Australian Metallurgical
|
145.31
|
|
|
|
150.22
|
|
|
147.95
|
|
|
65.52
|
|
|
82.43
|
|
|
126
|
%
|
|||||
Australian Thermal
|
51.52
|
|
|
|
48.65
|
|
|
50.09
|
|
|
35.11
|
|
|
14.98
|
|
|
43
|
%
|
|||||
Operating Costs per Ton - Mining Operations
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Powder River Basin
|
$
|
9.86
|
|
|
|
$
|
9.75
|
|
|
$
|
9.80
|
|
|
$
|
10.38
|
|
|
$
|
(0.58
|
)
|
|
(6
|
)%
|
Midwestern U.S.
|
32.45
|
|
|
|
31.84
|
|
|
32.15
|
|
|
30.96
|
|
|
1.19
|
|
|
4
|
%
|
|||||
Western U.S.
|
24.98
|
|
|
|
29.76
|
|
|
27.41
|
|
|
30.68
|
|
|
(3.27
|
)
|
|
(11
|
)%
|
|||||
Australian Metallurgical
|
109.07
|
|
|
|
100.16
|
|
|
104.39
|
|
|
78.10
|
|
|
26.29
|
|
|
34
|
%
|
|||||
Australian Thermal
|
28.67
|
|
|
|
32.27
|
|
|
30.49
|
|
|
26.58
|
|
|
3.91
|
|
|
15
|
%
|
|||||
Gross Margin per Ton - Mining Operations
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Powder River Basin
|
$
|
2.98
|
|
|
|
$
|
2.95
|
|
|
$
|
2.97
|
|
|
$
|
3.28
|
|
|
$
|
(0.31
|
)
|
|
(9
|
)%
|
Midwestern U.S.
|
10.17
|
|
|
|
11.12
|
|
|
10.64
|
|
|
12.73
|
|
|
(2.09
|
)
|
|
(16
|
)%
|
|||||
Western U.S.
|
13.93
|
|
|
|
14.92
|
|
|
14.44
|
|
|
8.55
|
|
|
5.89
|
|
|
69
|
%
|
|||||
Australian Metallurgical
|
36.24
|
|
|
|
50.06
|
|
|
43.56
|
|
|
(12.58
|
)
|
|
56.14
|
|
|
446
|
%
|
|||||
Australian Thermal
|
22.85
|
|
|
|
16.38
|
|
|
19.60
|
|
|
8.53
|
|
|
11.07
|
|
|
130
|
%
|
(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 Month Comparison
|
2017
|
|
|
2016
|
|
|
|
|
|||||||
|
Successor
|
|
|
Predecessor
|
|
Increase (Decrease)
|
|||||||||
|
April 2 through June 30
|
|
|
Three Months Ended June 30
|
|
to Revenues
|
|||||||||
|
|
|
|
$
|
|
%
|
|||||||||
|
(Dollars in millions)
|
|
|
||||||||||||
Powder River Basin Mining
|
$
|
365.4
|
|
|
|
$
|
306.6
|
|
|
$
|
58.8
|
|
|
19
|
%
|
Midwestern U.S. Mining
|
194.9
|
|
|
|
189.0
|
|
|
5.9
|
|
|
3
|
%
|
|||
Western U.S. Mining
|
125.4
|
|
|
|
112.1
|
|
|
13.3
|
|
|
12
|
%
|
|||
Australian Metallurgical Mining
|
287.8
|
|
|
|
245.2
|
|
|
42.6
|
|
|
17
|
%
|
|||
Australian Thermal Mining
|
239.2
|
|
|
|
186.8
|
|
|
52.4
|
|
|
28
|
%
|
|||
Trading and Brokerage
|
5.2
|
|
|
|
17.5
|
|
|
(12.3
|
)
|
|
(70
|
)%
|
|||
Corporate and Other
|
40.4
|
|
|
|
(17.0
|
)
|
|
57.4
|
|
|
338
|
%
|
|||
Total revenues
|
$
|
1,258.3
|
|
|
|
$
|
1,040.2
|
|
|
$
|
218.1
|
|
|
21
|
%
|
Six Month Comparison
|
2017
|
|
2016
|
|
|
|
|
||||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
Increase (Decrease)
|
|||||||||||||
|
April 2 through June 30
|
|
|
January 1 through April 1
|
|
Six Months Ended
|
|
to Revenues
|
|||||||||||||||
|
|
|
|
June 30
|
|
$
|
|
%
|
|||||||||||||||
|
|
|
|
|
|
(Dollars in millions)
|
|
|
|||||||||||||||
Powder River Basin Mining
|
$
|
365.4
|
|
|
|
$
|
394.3
|
|
|
$
|
759.7
|
|
|
$
|
642.6
|
|
|
$
|
117.1
|
|
|
18
|
%
|
Midwestern U.S. Mining
|
194.9
|
|
|
|
193.2
|
|
|
388.1
|
|
|
388.6
|
|
|
(0.5
|
)
|
|
—
|
%
|
|||||
Western U.S. Mining
|
125.4
|
|
|
|
149.7
|
|
|
275.1
|
|
|
224.6
|
|
|
50.5
|
|
|
22
|
%
|
|||||
Australian Metallurgical Mining
|
287.8
|
|
|
|
328.9
|
|
|
616.7
|
|
|
450.3
|
|
|
166.4
|
|
|
37
|
%
|
|||||
Australian Thermal Mining
|
239.2
|
|
|
|
224.8
|
|
|
464.0
|
|
|
363.5
|
|
|
100.5
|
|
|
28
|
%
|
|||||
Trading and Brokerage
|
5.2
|
|
|
|
15.0
|
|
|
20.2
|
|
|
13.8
|
|
|
6.4
|
|
|
46
|
%
|
|||||
Corporate and Other
|
40.4
|
|
|
|
20.3
|
|
|
60.7
|
|
|
(16.0
|
)
|
|
76.7
|
|
|
479
|
%
|
|||||
Total revenues
|
$
|
1,258.3
|
|
|
|
$
|
1,326.2
|
|
|
$
|
2,584.5
|
|
|
$
|
2,067.4
|
|
|
$
|
517.1
|
|
|
25
|
%
|
Three Month Comparison
|
2017
|
|
2016
|
|||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
||||||||
|
April 2 through June 30
|
|
|
April 1
|
|
Three Months Ended
|
||||||||||
|
|
|
|
June 30
|
||||||||||||
|
(Dollars in millions)
|
|||||||||||||||
Income (loss) from continuing operations before income taxes
|
$
|
106.1
|
|
|
|
$
|
(585.8
|
)
|
|
$
|
(479.7
|
)
|
|
$
|
(260.8
|
)
|
Depreciation, depletion and amortization
|
(148.3
|
)
|
|
|
—
|
|
|
(148.3
|
)
|
|
(115.9
|
)
|
||||
Asset retirement obligation expenses
|
(11.0
|
)
|
|
|
—
|
|
|
(11.0
|
)
|
|
(11.5
|
)
|
||||
Selling and administrative expenses related to debt restructuring
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(7.2
|
)
|
||||
Change in deferred tax asset valuation allowance related to equity affiliates
|
4.3
|
|
|
|
—
|
|
|
4.3
|
|
|
1.4
|
|
||||
Interest expense
|
(41.4
|
)
|
|
|
—
|
|
|
(41.4
|
)
|
|
(59.0
|
)
|
||||
Interest income
|
1.5
|
|
|
|
—
|
|
|
1.5
|
|
|
1.3
|
|
||||
Realized losses on non-coal trading derivative contracts
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(25.0
|
)
|
||||
Break fees related to terminated asset sales
|
28.0
|
|
|
|
—
|
|
|
28.0
|
|
|
—
|
|
||||
Unrealized gains on non-coal trading derivative contracts
|
3.2
|
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
||||
Unrealized gains (losses) on economic hedges
|
9.4
|
|
|
|
—
|
|
|
9.4
|
|
|
(22.1
|
)
|
||||
Coal inventory revaluation
|
(67.3
|
)
|
|
|
—
|
|
|
(67.3
|
)
|
|
—
|
|
||||
Take-or-pay contract-based intangible recognition
|
9.9
|
|
|
|
—
|
|
|
9.9
|
|
|
—
|
|
||||
Reorganization items, net
|
—
|
|
|
|
(585.8
|
)
|
|
(585.8
|
)
|
|
(95.4
|
)
|
||||
Adjusted EBITDA
|
$
|
317.8
|
|
|
|
$
|
—
|
|
|
$
|
317.8
|
|
|
$
|
72.6
|
|
Six Month Comparison
|
2017
|
|
2016
|
|||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
||||||||
|
April 2 through June 30
|
|
|
January 1 through April 1
|
|
Six Months Ended
|
||||||||||
|
|
|
|
June 30
|
||||||||||||
|
(Dollars in millions)
|
|||||||||||||||
Income (loss) from continuing operations before income taxes
|
$
|
106.1
|
|
|
|
$
|
(459.3
|
)
|
|
$
|
(353.2
|
)
|
|
$
|
(488.3
|
)
|
Depreciation, depletion and amortization
|
(148.3
|
)
|
|
|
(119.9
|
)
|
|
(268.2
|
)
|
|
(227.7
|
)
|
||||
Asset retirement obligation expenses
|
(11.0
|
)
|
|
|
(14.6
|
)
|
|
(25.6
|
)
|
|
(24.6
|
)
|
||||
Selling and administrative expenses related to debt restructuring
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(21.5
|
)
|
||||
Asset impairment
|
—
|
|
|
|
(30.5
|
)
|
|
(30.5
|
)
|
|
(17.2
|
)
|
||||
Change in deferred tax asset valuation allowance related to equity affiliates
|
4.3
|
|
|
|
5.2
|
|
|
9.5
|
|
|
—
|
|
||||
Interest expense
|
(41.4
|
)
|
|
|
(32.9
|
)
|
|
(74.3
|
)
|
|
(185.2
|
)
|
||||
Interest income
|
1.5
|
|
|
|
2.7
|
|
|
4.2
|
|
|
2.7
|
|
||||
Break fees related to terminated asset sales
|
28.0
|
|
|
|
—
|
|
|
28.0
|
|
|
—
|
|
||||
Unrealized gains on non-coal trading derivative contracts
|
3.2
|
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
||||
Unrealized gains (losses) on economic hedges
|
9.4
|
|
|
|
16.6
|
|
|
26.0
|
|
|
(27.2
|
)
|
||||
Coal inventory revaluation
|
(67.3
|
)
|
|
|
—
|
|
|
(67.3
|
)
|
|
—
|
|
||||
Take-or-pay contract-based intangible recognition
|
9.9
|
|
|
|
—
|
|
|
9.9
|
|
|
—
|
|
||||
Reorganization items, net
|
—
|
|
|
|
(627.2
|
)
|
|
(627.2
|
)
|
|
(95.4
|
)
|
||||
Adjusted EBITDA
|
$
|
317.8
|
|
|
|
$
|
341.3
|
|
|
$
|
659.1
|
|
|
$
|
107.8
|
|
Three Month Comparison
|
2017
|
|
|
2016
|
|
Increase (Decrease)
|
|||||||||
|
Successor
|
|
|
Predecessor
|
|
to Segment Adjusted
|
|||||||||
|
April 2 through June 30
|
|
|
Three Months Ended June 30
|
|
EBITDA
|
|||||||||
|
|
|
|
$
|
|
%
|
|||||||||
|
(Dollars in millions)
|
|
|
||||||||||||
Powder River Basin Mining
|
$
|
84.8
|
|
|
|
$
|
80.6
|
|
|
$
|
4.2
|
|
|
5
|
%
|
Midwestern U.S. Mining
|
46.5
|
|
|
|
52.7
|
|
|
(6.2
|
)
|
|
(12
|
)%
|
|||
Western U.S. Mining
|
44.9
|
|
|
|
28.8
|
|
|
16.1
|
|
|
56
|
%
|
|||
Australian Metallurgical Mining
|
71.9
|
|
|
|
(49.2
|
)
|
|
121.1
|
|
|
246
|
%
|
|||
Australian Thermal Mining
|
105.9
|
|
|
|
45.4
|
|
|
60.5
|
|
|
133
|
%
|
|||
Trading and Brokerage
|
(5.1
|
)
|
|
|
(18.2
|
)
|
|
13.1
|
|
|
72
|
%
|
|||
Corporate and Other
|
(31.1
|
)
|
|
|
(67.5
|
)
|
|
36.4
|
|
|
54
|
%
|
|||
Adjusted EBITDA
|
$
|
317.8
|
|
|
|
$
|
72.6
|
|
|
$
|
245.2
|
|
|
338
|
%
|
Six Month Comparison
|
2017
|
|
2016
|
|
Increase (Decrease)
|
||||||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
to Segment Adjusted
|
|||||||||||||
|
April 2 through June 30
|
|
|
January 1 through April 1
|
|
Six Months Ended
|
|
EBITDA
|
|||||||||||||||
|
|
|
|
June 30
|
|
$
|
|
%
|
|||||||||||||||
|
(Dollars in millions)
|
|
|
||||||||||||||||||||
Powder River Basin Mining
|
$
|
84.8
|
|
|
|
$
|
91.7
|
|
|
$
|
176.5
|
|
|
$
|
154.4
|
|
|
$
|
22.1
|
|
|
14
|
%
|
Midwestern U.S. Mining
|
46.5
|
|
|
|
50.0
|
|
|
96.5
|
|
|
113.3
|
|
|
(16.8
|
)
|
|
(15
|
)%
|
|||||
Western U.S. Mining
|
44.9
|
|
|
|
50.0
|
|
|
94.9
|
|
|
48.9
|
|
|
46.0
|
|
|
94
|
%
|
|||||
Australian Metallurgical Mining
|
71.9
|
|
|
|
109.6
|
|
|
181.5
|
|
|
(86.5
|
)
|
|
268.0
|
|
|
310
|
%
|
|||||
Australian Thermal Mining
|
105.9
|
|
|
|
75.6
|
|
|
181.5
|
|
|
88.3
|
|
|
93.2
|
|
|
106
|
%
|
|||||
Trading and Brokerage
|
(5.1
|
)
|
|
|
8.8
|
|
|
3.7
|
|
|
(31.9
|
)
|
|
35.6
|
|
|
112
|
%
|
|||||
Corporate and Other
|
(31.1
|
)
|
|
|
(44.4
|
)
|
|
(75.5
|
)
|
|
(178.7
|
)
|
|
103.2
|
|
|
58
|
%
|
|||||
Adjusted EBITDA
|
$
|
317.8
|
|
|
|
$
|
341.3
|
|
|
$
|
659.1
|
|
|
$
|
107.8
|
|
|
$
|
551.3
|
|
|
511
|
%
|
Three Month Comparison
|
2017
|
|
|
2016
|
|
|
|
|
|||||||
|
Successor
|
|
|
Predecessor
|
|
(Decrease) Increase
|
|||||||||
|
April 2 through June 30
|
|
|
Three Months Ended June 30
|
|
to Income
|
|||||||||
|
|
|
|
Tons
|
|
$
|
|||||||||
|
(Dollars in millions)
|
|
|
||||||||||||
Resource management activities
(1)
|
$
|
1.2
|
|
|
|
$
|
8.3
|
|
|
$
|
(7.1
|
)
|
|
(86
|
)%
|
Selling and administrative expenses (excluding debt restructuring)
|
(34.4
|
)
|
|
|
(27.0
|
)
|
|
(7.4
|
)
|
|
(27
|
)%
|
|||
Restructuring charges
|
—
|
|
|
|
(3.1
|
)
|
|
3.1
|
|
|
100
|
%
|
|||
Corporate hedging
|
(0.4
|
)
|
|
|
(39.4
|
)
|
|
39.0
|
|
|
99
|
%
|
|||
Other items, net
(2)
|
2.5
|
|
|
|
(6.3
|
)
|
|
8.8
|
|
|
140
|
%
|
|||
Corporate and Other Adjusted EBITDA
|
$
|
(31.1
|
)
|
|
|
$
|
(67.5
|
)
|
|
$
|
36.4
|
|
|
54
|
%
|
(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.
|
Six Month Comparison
|
2017
|
|
2016
|
|
|
|
|
||||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
(Decrease) Increase
|
|||||||||||||
|
April 2 through June 30
|
|
|
January 1 through April 1
|
|
Six Months Ended
|
|
to Income
|
|||||||||||||||
|
|
|
|
June 30,
|
|
$
|
|
%
|
|||||||||||||||
|
(Dollars in millions)
|
|
|
||||||||||||||||||||
Resource management activities
(1)
|
$
|
1.2
|
|
|
|
$
|
2.9
|
|
|
$
|
4.1
|
|
|
$
|
10.0
|
|
|
$
|
(5.9
|
)
|
|
(59
|
)%
|
Selling and administrative expenses (excluding debt restructuring)
|
(34.4
|
)
|
|
|
(37.2
|
)
|
|
(71.6
|
)
|
|
(61.0
|
)
|
|
(10.6
|
)
|
|
(17
|
)%
|
|||||
Restructuring charges
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(15.2
|
)
|
|
15.2
|
|
|
100
|
%
|
|||||
Corporate hedging
|
(0.4
|
)
|
|
|
(27.6
|
)
|
|
(28.0
|
)
|
|
(150.4
|
)
|
|
122.4
|
|
|
81
|
%
|
|||||
UMWA voluntary employee beneficiary association settlement
|
—
|
|
|
|
—
|
|
|
—
|
|
|
68.1
|
|
|
(68.1
|
)
|
|
(100
|
)%
|
|||||
Gain on sale of interest in Dominion Terminal Associates
|
—
|
|
|
|
19.7
|
|
|
19.7
|
|
|
—
|
|
|
19.7
|
|
|
n.m.
|
|
|||||
Other items, net
(2)
|
2.5
|
|
|
|
(2.2
|
)
|
|
0.3
|
|
|
(30.2
|
)
|
|
30.5
|
|
|
101
|
%
|
|||||
Corporate and Other Adjusted EBITDA
|
$
|
(31.1
|
)
|
|
|
$
|
(44.4
|
)
|
|
$
|
(75.5
|
)
|
|
$
|
(178.7
|
)
|
|
$
|
103.2
|
|
|
58
|
%
|
(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.
|
|
2017
|
|
|
2016
|
|
2017
|
|
2016
|
|||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
|
Predecessor
|
||||||||||
|
April 2 through June 30
|
|
|
Three Months Ended June 30
|
|
April 2 through June 30
|
|
|
January 1 through April 1
|
|
Six Months Ended June 30
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||
Powder River Basin Mining
|
$
|
(38.2
|
)
|
|
|
$
|
(27.5
|
)
|
|
$
|
(38.2
|
)
|
|
|
$
|
(32.0
|
)
|
|
$
|
(56.7
|
)
|
Midwestern U.S. Mining
|
(35.3
|
)
|
|
|
(14.0
|
)
|
|
(35.3
|
)
|
|
|
(13.3
|
)
|
|
(27.2
|
)
|
|||||
Western U.S. Mining
|
(24.8
|
)
|
|
|
(10.7
|
)
|
|
(24.8
|
)
|
|
|
(23.6
|
)
|
|
(23.1
|
)
|
|||||
Australian Metallurgical Mining
|
(27.2
|
)
|
|
|
(31.9
|
)
|
|
(27.2
|
)
|
|
|
(20.6
|
)
|
|
(59.4
|
)
|
|||||
Australian Thermal Mining
|
(19.8
|
)
|
|
|
(26.7
|
)
|
|
(19.8
|
)
|
|
|
(24.0
|
)
|
|
(51.0
|
)
|
|||||
Trading and Brokerage
|
—
|
|
|
|
(0.1
|
)
|
|
—
|
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Corporate and Other
|
(3.0
|
)
|
|
|
(5.0
|
)
|
|
(3.0
|
)
|
|
|
(6.4
|
)
|
|
(10.2
|
)
|
|||||
Total
|
$
|
(148.3
|
)
|
|
|
$
|
(115.9
|
)
|
|
$
|
(148.3
|
)
|
|
|
$
|
(119.9
|
)
|
|
$
|
(227.7
|
)
|
|
2017
|
|
|
2016
|
|
2017
|
|
2016
|
|||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
|
Predecessor
|
||||||||||
|
April 2 through June 30
|
|
|
Three Months Ended June 30
|
|
April 2 through June 30
|
|
|
January 1 through April 1
|
|
Six Months Ended June 30
|
||||||||||
Powder River Basin Mining
|
$
|
0.83
|
|
|
|
$
|
0.75
|
|
|
$
|
0.83
|
|
|
|
$
|
0.69
|
|
|
$
|
0.75
|
|
Midwestern U.S. Mining
|
0.75
|
|
|
|
0.60
|
|
|
0.75
|
|
|
|
0.61
|
|
|
0.50
|
|
|||||
Western U.S. Mining
|
1.06
|
|
|
|
0.79
|
|
|
1.06
|
|
|
|
4.30
|
|
|
0.90
|
|
|||||
Australian Metallurgical Mining
|
0.76
|
|
|
|
4.42
|
|
|
0.76
|
|
|
|
4.72
|
|
|
4.21
|
|
|||||
Australian Thermal Mining
|
1.72
|
|
|
|
2.86
|
|
|
1.72
|
|
|
|
2.62
|
|
|
2.63
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
|
Predecessor
|
||||||||||||
|
April 2 through June 30
|
|
|
April 1
|
|
Three Months Ended
June 30
|
|
April 2 through June 30
|
|
|
January 1 through April 1
|
|
Six Months Ended
June 30
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||
Income (loss) from continuing operations before income taxes
|
$
|
106.1
|
|
|
|
$
|
(585.8
|
)
|
|
$
|
(260.8
|
)
|
|
$
|
106.1
|
|
|
|
$
|
(459.3
|
)
|
|
$
|
(488.3
|
)
|
Income tax provision (benefit)
|
4.7
|
|
|
|
(266.0
|
)
|
|
(37.6
|
)
|
|
4.7
|
|
|
|
(263.8
|
)
|
|
(97.4
|
)
|
||||||
Income (loss) from continuing operations, net of income taxes
|
$
|
101.4
|
|
|
|
$
|
(319.8
|
)
|
|
$
|
(223.2
|
)
|
|
$
|
101.4
|
|
|
|
$
|
(195.5
|
)
|
|
$
|
(390.9
|
)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
|
Predecessor
|
||||||||||||
|
April 2 through June 30
|
|
|
April 1
|
|
Three Months Ended
June 30
|
|
April 2 through June 30
|
|
|
January 1 through April 1
|
|
Six Months Ended
June 30 |
||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||
Income (loss) from continuing operations, net of income taxes
|
$
|
101.4
|
|
|
|
$
|
(319.8
|
)
|
|
$
|
(223.2
|
)
|
|
$
|
101.4
|
|
|
|
$
|
(195.5
|
)
|
|
$
|
(390.9
|
)
|
Loss from discontinued operations, net of income taxes
|
(2.7
|
)
|
|
|
(12.1
|
)
|
|
(3.0
|
)
|
|
(2.7
|
)
|
|
|
(16.2
|
)
|
|
(6.4
|
)
|
||||||
Net income (loss)
|
98.7
|
|
|
|
(331.9
|
)
|
|
(226.2
|
)
|
|
98.7
|
|
|
|
(211.7
|
)
|
|
(397.3
|
)
|
||||||
Less: Series A Convertible Preferred Stock dividends
|
115.1
|
|
|
|
—
|
|
|
—
|
|
|
115.1
|
|
|
|
—
|
|
|
—
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
3.8
|
|
|
|
—
|
|
|
1.7
|
|
|
3.8
|
|
|
|
4.8
|
|
|
1.7
|
|
||||||
Net loss attributable to common stockholders
|
$
|
(20.2
|
)
|
|
|
$
|
(331.9
|
)
|
|
$
|
(227.9
|
)
|
|
$
|
(20.2
|
)
|
|
|
$
|
(216.5
|
)
|
|
$
|
(399.0
|
)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
|
Predecessor
|
||||||||||||
|
April 2 through June 30
|
|
|
April 1
|
|
Three Months Ended
June 30
|
|
April 2 through June 30
|
|
|
January 1 through April 1
|
|
Six Months Ended
June 30
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||
Diluted EPS attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss from continuing operations
|
$
|
(0.18
|
)
|
|
|
$
|
(17.44
|
)
|
|
$
|
(12.30
|
)
|
|
$
|
(0.18
|
)
|
|
|
$
|
(10.93
|
)
|
|
$
|
(21.47
|
)
|
Loss from discontinued operations
|
(0.03
|
)
|
|
|
(0.66
|
)
|
|
(0.16
|
)
|
|
(0.03
|
)
|
|
|
(0.88
|
)
|
|
(0.35
|
)
|
||||||
Net loss
|
$
|
(0.21
|
)
|
|
|
$
|
(18.10
|
)
|
|
$
|
(12.46
|
)
|
|
$
|
(0.21
|
)
|
|
|
$
|
(11.81
|
)
|
|
$
|
(21.82
|
)
|
|
Successor
|
Predecessor
|
||||
|
June 30, 2017
|
December 31, 2016
|
||||
|
(Dollars in millions)
|
|||||
6.00% Senior Secured Notes due March 2022
|
$
|
500.0
|
|
$
|
—
|
|
6.375% Senior Secured Notes due March 2025
|
500.0
|
|
—
|
|
||
Senior Secured Term Loan due 2022
|
943.1
|
|
—
|
|
||
2013 Revolver
|
—
|
|
1,558.1
|
|
||
2013 Term Loan Facility due September 2020
|
—
|
|
1,162.3
|
|
||
6.00% Senior Notes due November 2018
|
—
|
|
1,518.8
|
|
||
6.50% Senior Notes due September 2020
|
—
|
|
650.0
|
|
||
6.25% Senior Notes due November 2021
|
—
|
|
1,339.6
|
|
||
10.00% Senior Secured Second Lien Notes due March 2022
|
—
|
|
979.4
|
|
||
7.875% Senior Notes due November 2026
|
—
|
|
247.8
|
|
||
Convertible Junior Subordinated Debentures due December 2066
|
—
|
|
386.1
|
|
||
Capital lease and other obligations
|
92.4
|
|
20.1
|
|
||
Less: Debt issuance costs
|
(78.4
|
)
|
(70.8
|
)
|
||
|
1,957.1
|
|
7,791.4
|
|
||
Less: Current portion of long-term debt
|
189.0
|
|
20.2
|
|
||
Less: Liabilities subject to compromise
|
—
|
|
7,771.2
|
|
||
Long-term debt
|
$
|
1,768.1
|
|
$
|
—
|
|
|
Payments Due By Period
|
||||||||||||||||||||||
|
Total
|
|
Six Months Ending December 31, 2017
|
|
2018-2019
|
|
2020-2021
|
|
2022-2023
|
|
Subsequent to 2023
|
||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||
Long-term debt obligations (principal and interest)
(1)
|
$
|
2,625.4
|
|
|
$
|
71.7
|
|
|
$
|
258.8
|
|
|
$
|
263.8
|
|
|
$
|
1,491.3
|
|
|
$
|
539.8
|
|
Capital lease obligations (principal and interest)
(2)
|
105.2
|
|
|
18.8
|
|
|
68.1
|
|
|
8.6
|
|
|
1.0
|
|
|
8.7
|
|
||||||
Operating lease obligations
(2)
|
233.6
|
|
|
50.7
|
|
|
109.4
|
|
|
39.4
|
|
|
22.8
|
|
|
11.3
|
|
(1)
|
The related interest on long-term debt was calculated using rates in effect at June 30, 2017 for the remaining contractual term of the outstanding borrowings. The contractual obligation for the six months ending December 31, 2017 does not include a $150 million voluntary prepayment of principal on our Senior Secured Term Loan made on July 31, 2017.
|
(2)
|
The changes to capital and operating lease obligations as compared to amounts previously reported in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2016, as amended, were primarily driven by the lease amendments described in Note 13. "Long-term Debt" to the accompanying unaudited financial statements.
|
•
|
Liquidity Targets. Peabody is targeting liquidity of approximately $800 million. This target takes into account variability of pricing and cash flows and the ability to sustain cyclical downdrafts.
|
•
|
Debt Targets. Peabody is targeting gross debt of $1.2 billion to $1.4 billion over time to enhance the sustainability of its capital structure across all cycles. Peabody is targeting $500 million of debt reduction over 18 months, with $300 million of debt reduction by the end of 2017. As a first step towards this goal, Peabody made $150 million in voluntary payments of its term loan under the Successor Credit Agreement in July 2017.
|
•
|
Return of Capital to Shareholders. Peabody’s board of directors authorized a $500 million share repurchase program. Repurchases may be made from time to time at our discretion. The specific timing, price and size of purchases will depend on the share price, general market and economic conditions and other considerations, including compliance with various debt agreements as they may be amended from time to time. No expiration date has been set for the repurchase program, and the program may be suspended or discontinued at any time.
|
|
Successor
|
Predecessor
|
||||||||
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
|
Six Months Ended June 30, 2016
|
||||||
|
|
|||||||||
|
|
|
|
|
||||||
Net cash provided by (used in) operating activities
|
$
|
90.7
|
|
$
|
214.0
|
|
|
$
|
(431.8
|
)
|
Net cash provided by (used in) investing activities
|
(18.5
|
)
|
15.1
|
|
|
65.7
|
|
|||
Net cash (used in) provided by in financing activities
|
(30.2
|
)
|
(47.7
|
)
|
|
1,379.1
|
|
|||
Net change in cash and cash equivalents
|
42.0
|
|
181.4
|
|
|
1,013.0
|
|
|||
Cash and cash equivalents at beginning of period
|
1,053.7
|
|
872.3
|
|
|
261.3
|
|
|||
Cash and cash equivalents at end of period
|
$
|
1,095.7
|
|
$
|
1,053.7
|
|
|
$
|
1,274.3
|
|
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)
|
||||||
April 1 through April 30, 2017
|
|
52
|
|
|
$
|
25.79
|
|
|
—
|
|
|
$
|
500.0
|
|
May 1 through May 31, 2017
|
|
26
|
|
|
25.26
|
|
|
—
|
|
|
500.0
|
|
||
June 1 through June 30, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500.0
|
|
||
Total
|
|
78
|
|
|
$
|
25.61
|
|
|
—
|
|
|
|
(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:
|
August 14, 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
|
|
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)
|
|
|
|
10.2
|
|
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)
|
|
|
|
10.3
|
|
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)
|
|
|
|
10.4
|
|
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)
|
|
|
|
10.5
|
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.9 of the Registrant's Quarterly Report on Form 10-Q, filed May 11, 2017)
|
|
|
|
10.6
|
|
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)
|
|
|
|
10.7
|
|
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)
|
(i)
|
P&L RECEIVABLES COMPANY, LLC, a Delaware limited liability company, as Seller;
|
(ii)
|
PEABODY ENERGY CORPORATION, a Delaware corporation (“
Peabody
”), as Servicer;
|
(iii)
|
the various parties identified on the signature pages hereto as Sub-Servicers;
|
(iv)
|
METROPOLITAN COLLIERIES PTY LTD, a proprietary company organized under the laws of Australia (“
Metropolitan Collieries
”); and
|
(v)
|
PNC BANK, NATIONAL ASSOCIATION (the “
Administrator
”), as Administrator and as the sole Purchaser Agent, Committed Purchaser, LC Bank and LC Participant on the date hereof.
|
COALSALES II, LLC
|
Peabody Arclar Mining, LLC
|
Peabody Bear Run Mining, LLC
|
Peabody Caballo Mining, LLC
|
Peabody COALSALES, LLC
|
Peabody COALTRADE, LLC
|
PEABODY GATEWAY NORTH MINING, LLC
|
PEABODY HOLDING COMPANY, LLC
|
PEABODY MIDWEST MINING, LLC
|
Peabody Powder River Mining, LLC
|
Peabody Wild Boar Mining, LLC
|
TWENTYMILE COAL, LLC
|
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
June 30, 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
June 30, 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
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
Francisco Preparation Plant (Francisco Mine)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
Francisco Underground
|
|
24
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68.8
|
|
|
—
|
|
Gateway North
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.3
|
|
|
—
|
|
Somerville Central
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
Wild Boar
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
Wildcat Hills Cottage Grove Pit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
Wildcat Hills Underground
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80.8
|
|
|
—
|
|
Powder River Basin Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
North Antelope Rochelle
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.4
|
|
|
—
|
|
Rawhide
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
Western U.S. Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Kayenta
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.1
|
|
|
—
|
|
Twentymile (Foidel Creek Mine)
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.2
|
|
|
—
|
|
(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.
|
|
|
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
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.2
|
|
|
—
|
|
Francisco Preparation Plant (Francisco Mine)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
Francisco Underground
|
|
47
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
120.2
|
|
|
—
|
|
Gateway North
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.8
|
|
|
—
|
|
Gateway Preparation Plant
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
Somerville Central
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
Wild Boar
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
Wildcat Hills Cottage Grove Pit
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
Wildcat Hills Underground
|
|
57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
157.6
|
|
|
—
|
|
Powder River Basin Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Caballo
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.4
|
|
|
—
|
|
North Antelope Rochelle
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.4
|
|
|
—
|
|
Rawhide
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
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—
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5.2
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—
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Western U.S. Mining
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||
El Segundo
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1
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—
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—
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—
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—
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—
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2.1
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—
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Kayenta
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16
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—
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—
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—
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—
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—
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23.0
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—
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Lee Ranch
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—
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—
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—
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—
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—
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—
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0.5
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—
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Twentymile (Foidel Creek Mine)
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17
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—
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1
|
|
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—
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—
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1
|
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122.0
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—
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(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.
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•
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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.
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•
|
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.
|
•
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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.
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•
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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.
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•
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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.
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Pending Legal Actions
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Legal Actions Initiated During the Three Months Ended
June 30, 2017 |
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Legal Actions Resolved During the Three Months Ended
June 30, 2017 |
||||||||||
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|
Number of Pending Legal Actions as of June 30, 2017
|
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Pre-Penalty Contests of Citations/Orders
|
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Contests of Penalty Assessment
(2)
|
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Complaints for Compensation
|
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Complaints of Discharge, Discrimination or Interference
|
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Applications for Temporary Relief
|
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||
Mine
(1)
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||||||||
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Midwestern U.S. Mining
|
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Francisco Underground
|
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21
|
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—
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21
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—
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—
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—
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3
|
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—
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Gateway
|
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4
|
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—
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4
|
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—
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—
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—
|
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—
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—
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Gateway North
|
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1
|
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—
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1
|
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—
|
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—
|
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—
|
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—
|
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—
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Vermilion Grove (Riola Complex Vermilion Grove Portal)
(3)(4)
|
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—
|
|
—
|
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—
|
|
—
|
|
—
|
|
—
|
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—
|
|
1
|
West 61
|
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1
|
|
—
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1
|
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—
|
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—
|
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—
|
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—
|
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—
|
Wildcat Hills Underground
|
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5
|
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—
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5
|
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—
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—
|
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—
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2
|
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1
|
Willow Lake Portal
(3)
|
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—
|
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—
|
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—
|
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—
|
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—
|
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—
|
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—
|
|
4
|
Powder River Basin Mining
|
|
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North Antelope Rochelle
|
|
1
|
|
—
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
Western U.S. Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Twentymile (Foidel Creek)
|
|
10
|
|
3
|
|
7
|
|
—
|
|
—
|
|
—
|
|
1
|
|
8
|
(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 June 30, 2017.
|
(3)
|
Mine was closed as of June 30, 2017.
|
(4)
|
Mine was classified in discontinued operations as of June 30, 2017.
|