þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended December 31, 2017
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or
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o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of incorporation or organization)
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13-4004153
(I.R.S. Employer Identification No.)
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701 Market Street, St. Louis, Missouri
(Address of principal executive offices)
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63101
(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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•
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as a result of our emergence from our Chapter 11 Cases, our historical financial information is not indicative of our future financial performance;
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our profitability depends upon the prices we receive for our coal;
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if a substantial number of our long-term coal supply agreements terminate, our revenues and operating profits could suffer if we are unable to find alternate buyers willing to purchase our coal on comparable terms to those in our contracts;
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the loss of, or significant reduction in, purchases by our largest customers could adversely affect our revenues;
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our trading and hedging activities do not cover certain risks, and may expose us to earnings volatility and other risks;
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our operating results could be adversely affected by unfavorable economic and financial market conditions;
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our ability to collect payments from our customers could be impaired if their creditworthiness or contractual performance deteriorates;
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risks inherent to mining could increase the cost of operating our business;
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if transportation for our coal becomes unavailable or uneconomic for our customers, our ability to sell coal could suffer;
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a decrease in the availability or increase in costs of key supplies, capital equipment or commodities such as diesel fuel, steel, explosives and tires could decrease our anticipated profitability;
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take-or-pay arrangements within the coal industry could unfavorably affect our profitability;
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an inability of trading, brokerage, mining or freight counterparties to fulfill the terms of their contracts with us could reduce our profitability;
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we may not recover our investments in our mining, exploration and other assets, which may require us to recognize impairment charges related to those assets;
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our ability to operate our company effectively could be impaired if we lose key personnel or fail to attract qualified personnel;
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we could be negatively affected if we fail to maintain satisfactory labor relations;
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we could be adversely affected if we fail to appropriately provide financial assurances for our obligations;
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our mining operations are extensively regulated, which imposes significant costs on us, and future regulations and developments could increase those costs or limit our ability to produce coal;
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our operations may impact the environment or cause exposure to hazardous substances, and our properties may have environmental contamination, which could result in material liabilities to us;
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we may be unable to obtain, renew or maintain permits necessary for our operations, which would reduce our production, cash flows and profitability;
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our mining operations are subject to extensive forms of taxation, which imposes significant costs on us, and future regulations and developments could increase those costs or limit our ability to produce coal competitively;
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if the assumptions underlying our asset retirement obligations for reclamation and mine closures are materially inaccurate, our costs could be significantly greater than anticipated;
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our future success depends upon our ability to continue acquiring and developing coal reserves that are economically recoverable;
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Peabody Energy Corporation
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2017 Form 10-K
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i
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we face numerous uncertainties in estimating our economically recoverable coal reserves and inaccuracies in our estimates could result in lower than expected revenues, higher than expected costs and decreased profitability;
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our global operations increase our exposure to risks unique to international mining and trading operations;
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joint ventures, partnerships or non-managed operations may not be successful and may not comply with our operating standards;
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we may undertake further repositioning plans that would require additional charges;
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we could be exposed to significant liability, reputational harm, loss of revenue, increased costs or other risks if we sustain cyber attacks or other security breaches that disrupt our operations or result in the dissemination of proprietary or confidential information about us, our customers or other third-parties;
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our expenditures for postretirement benefit and pension obligations could be materially higher than we have predicted if our underlying assumptions prove to be incorrect;
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concerns about the environmental impacts of coal combustion, including perceived impacts on global climate issues, are resulting in increased regulation of coal combustion in many jurisdictions, unfavorable lending policies by government-backed lending institutions and development banks toward the financing of new overseas coal-fueled power plants and divestment efforts affecting the investment community, which could significantly affect demand for our products or our securities;
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our financial performance could be adversely affected by our indebtedness;
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despite our and our subsidiaries’ indebtedness, we may still be able to incur substantially more debt, including secured debt. This could further increase the risks associated with our indebtedness;
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we may not be able to generate sufficient cash to service all of our indebtedness or other obligations;
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the terms of our indenture governing our senior secured notes and the agreements and instruments governing our other post-emergence indebtedness impose restrictions that may limit our operating and financial flexibility;
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the price of our securities may be volatile;
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our Common Stock is subject to dilution and may be subject to further dilution in the future;
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there may be circumstances in which the interests of a significant stockholder could be in conflict with other stockholders’ interests;
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the payment of dividends on our stock or repurchases of our stock is dependent on a number of factors, and future payments and repurchases cannot be assured;
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we may not be able to fully utilize our deferred tax assets;
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divestitures and acquisitions are a potentially important part of our long-term strategy, subject to our investment criteria, and involve a number of risks, any of which could cause us not to realize the anticipated benefits;
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our certificate of incorporation and by-laws include provisions that may discourage a takeover attempt;
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diversity in interpretation and application of accounting literature in the mining industry may impact our reported financial results; and
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other risks and factors, including those discussed in “Legal Proceedings,” set forth in Part I, Item 3 of this report and “Risk Factors,” set forth in Part I, Item 1A of this report.
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Peabody Energy Corporation
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2017 Form 10-K
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ii
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Page
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Peabody Energy Corporation
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2017 Form 10-K
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1
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Note:
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The words “we,” “us,” “our,” “Peabody” or “the Company” as used in this report, refer to Peabody Energy Corporation or its applicable subsidiary or subsidiaries. Unless otherwise noted herein, disclosures in this Annual Report on Form 10-K relate only to our continuing operations.
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When used in this filing, the term “ton” refers to short or net tons, equal to 2,000 pounds (907.18 kilograms), while “tonne” refers to metric tons, equal to 2,204.62 pounds (1,000 kilograms).
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Peabody Energy Corporation
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2017 Form 10-K
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2
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Peabody Energy Corporation
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2017 Form 10-K
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3
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Peabody Energy Corporation
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2017 Form 10-K
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4
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Peabody Energy Corporation
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2017 Form 10-K
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5
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Peabody Energy Corporation
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2017 Form 10-K
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6
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Segment/Mining Complex
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Location
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Mine
Type
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Mining
Method
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Coal
Type
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Primary
Transport
Method
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2017 Tons Sold
(In millions)
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Powder River Basin Mining
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North Antelope Rochelle
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Wyoming
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S
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D, DL, T/S
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T
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R
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101.5
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Caballo
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Wyoming
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S
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D, T/S
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T
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R
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11.1
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Rawhide
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Wyoming
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S
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D, T/S
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T
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R
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10.3
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Third party
(1)
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—
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—
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—
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—
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—
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2.1
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Midwestern U.S. Mining
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Bear Run
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Indiana
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S
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DL, D, T/S
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T
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Tr, R
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7.3
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Wild Boar
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Indiana
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S
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D, T/S
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T
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Tr, R, R/B, T/B
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2.7
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Gateway North
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Illinois
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U
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CM
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T
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Tr, R, R/B, T/B
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2.5
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Somerville Central
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Indiana
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S
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DL, D, T/S
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T
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R, R/B, T/B, T/R
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2.2
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Francisco Underground
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Indiana
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U
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CM
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T
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R
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2.1
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Wildcat Hills Underground
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Illinois
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U
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CM
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T
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T/B
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1.4
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Cottage Grove
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Illinois
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S
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D, T/S
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T
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T/B
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0.3
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Western U.S. Mining
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Kayenta
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Arizona
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S
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DL, T/S
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T
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R
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6.2
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El Segundo
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New Mexico
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S
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D, DL, T/S
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T
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R
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5.1
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Twentymile
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Colorado
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U
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LW
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T
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R, Tr
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3.4
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Lee Ranch
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New Mexico
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S
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T/S
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T
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R
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—
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Australian Metallurgical Mining
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Coppabella
(2)
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Queensland
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S
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DL, D, T/S
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P
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R, EV
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2.9
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North Goonyella
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Queensland
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U
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LW
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M
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R, EV
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2.9
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Millennium
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Queensland
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S
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D, T/S
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M, P
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R, EV
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2.8
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Moorvale
(2)
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Queensland
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S
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D, T/S
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P, T
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R, EV
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2.0
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Metropolitan
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New South Wales
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U
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LW
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M, P, T
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R, EV
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1.1
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Middlemount
(3)
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Queensland
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S
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D, T/S
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M, P
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R, EV
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—
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Australian Thermal Mining
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Wilpinjong
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New South Wales
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S
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D, T/S
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T
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R, EV
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13.4
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Wambo Open-Cut
(4)
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New South Wales
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S
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T/S
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T
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R, EV
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3.5
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Wambo Underground
(4)
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New South Wales
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U
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LW
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M, T
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R, EV
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2.3
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(1)
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Third party purchased coal used to satisfy coal supply agreements.
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(2)
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We own a 73.3% undivided interest in an unincorporated joint venture that owns the Coppabella and Moorvale mines. The tons shown reflect our share.
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(3)
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We own a 50% equity interest in Middlemount, which owns the Middlemount Mine. Because that entity is accounted for as an unconsolidated equity affiliate,
2017
tons sold from that mine, which totaled 4.2 million tons (on a 100% basis), have been excluded from the table above.
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(4)
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Represents our majority-owned mines in which there is an outside non-controlling ownership interest.
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Peabody Energy Corporation
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2017 Form 10-K
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7
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Peabody Energy Corporation
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2017 Form 10-K
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8
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Peabody Energy Corporation
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2017 Form 10-K
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9
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Peabody Energy Corporation
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2017 Form 10-K
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10
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Name
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Age
(1)
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Position
(1)
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Glenn L. Kellow
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50
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President and Chief Executive Officer
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Amy B. Schwetz
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43
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Executive Vice President and Chief Financial Officer
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A. Verona Dorch
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50
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Executive Vice President, Chief Legal Officer, Government Affairs and Corporate Secretary
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Charles F. Meintjes
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55
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Executive Vice President - Corporate Services and Chief Commercial Officer
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Paul V. Richard
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58
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Senior Vice President and Chief Human Resources Officer
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George J. Schuller Jr.
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54
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President - Australia
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Kemal Williamson
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58
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President - Americas
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Peabody Energy Corporation
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2017 Form 10-K
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11
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Peabody Energy Corporation
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2017 Form 10-K
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12
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Peabody Energy Corporation
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2017 Form 10-K
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13
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Peabody Energy Corporation
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2017 Form 10-K
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14
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Peabody Energy Corporation
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2017 Form 10-K
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15
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Peabody Energy Corporation
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2017 Form 10-K
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16
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Peabody Energy Corporation
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2017 Form 10-K
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17
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Peabody Energy Corporation
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2017 Form 10-K
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18
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Peabody Energy Corporation
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2017 Form 10-K
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19
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Peabody Energy Corporation
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2017 Form 10-K
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20
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Peabody Energy Corporation
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2017 Form 10-K
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Peabody Energy Corporation
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2017 Form 10-K
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22
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Peabody Energy Corporation
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2017 Form 10-K
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23
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•
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the demand for electricity;
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•
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the strength of the global economy;
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•
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the relative price of natural gas and other energy sources used to generate electricity;
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•
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the demand for electricity and capacity utilization of electricity generating units (whether coal or non-coal);
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•
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the demand for steel, which may lead to price fluctuations in the monthly and quarterly repricing of our metallurgical coal contracts;
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the global supply and production costs of thermal and metallurgical coal;
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changes in the fuel consumption and dispatch patterns of electric power generators;
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weather patterns and natural disasters;
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competition within our industry and the availability, quality and price of alternative fuels, including natural gas, fuel oil, nuclear, hydroelectric, wind, biomass and solar power;
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•
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the proximity, capacity and cost of transportation and terminal facilities;
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coal and natural gas industry output and capacity;
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governmental regulations and taxes, including those establishing air emission standards for coal-fueled power plants or mandating or subsidizing increased use of electricity from renewable energy sources;
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regulatory, administrative and judicial decisions, including those affecting future mining permits and leases; and
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•
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technological developments, including those related to alternative energy sources, those intended to convert coal-to-liquids or gas and those aimed at capturing, using and storing carbon dioxide.
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Peabody Energy Corporation
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2017 Form 10-K
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24
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Peabody Energy Corporation
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2017 Form 10-K
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25
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Peabody Energy Corporation
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2017 Form 10-K
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26
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•
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fires and explosions, including from methane gas or coal dust;
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•
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accidental mine water discharges;
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•
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weather, flooding and natural disasters;
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•
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hazardous geologic events such as roof falls and high wall failures;
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•
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key equipment failures;
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•
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variations in coal seam thickness, coal quality, the amount of rock and soil overlying coal deposits, and geologic conditions impacting mine sequencing;
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•
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unexpected maintenance problems; and
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•
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unforeseen delays in implementation of mining technologies that are new to our operations.
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Peabody Energy Corporation
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2017 Form 10-K
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27
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Peabody Energy Corporation
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2017 Form 10-K
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28
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•
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lack of availability, higher expense or unfavorable market terms of new surety bonds; and
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•
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inability to provide or fund collateral for current and future third-party surety bond issuers.
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•
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workplace health and safety;
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•
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limitations on land use;
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•
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mine permitting and licensing requirements;
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•
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reclamation and restoration of mining properties after mining is completed;
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•
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the storage, treatment and disposal of wastes;
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•
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remediation of contaminated soil, sediment and groundwater;
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•
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air quality standards;
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•
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water pollution;
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•
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protection of human health, plant-life and wildlife, including endangered or threatened species and habitats;
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•
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protection of wetlands;
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•
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the discharge of materials into the environment; and
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•
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the effects of mining on surface water and groundwater quality and availability.
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Peabody Energy Corporation
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2017 Form 10-K
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29
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Peabody Energy Corporation
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2017 Form 10-K
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30
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Peabody Energy Corporation
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2017 Form 10-K
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31
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•
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geologic and mining conditions, which may not be fully identified by available exploration data and may differ from our experience in areas we currently mine;
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•
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current and future market prices for coal, contractual arrangements, operating costs and capital expenditures;
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•
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severance and excise taxes, royalties and development and reclamation costs;
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•
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future mining technology improvements;
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•
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the effects of regulation by governmental agencies;
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•
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the ability to obtain, maintain and renew all required permits;
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•
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employee health and safety; and
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•
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historical production from the area compared with production from other producing areas
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Peabody Energy Corporation
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2017 Form 10-K
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32
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Peabody Energy Corporation
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2017 Form 10-K
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33
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•
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making it more difficult for us to pay interest and satisfy our debt obligations;
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•
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increasing the cost of borrowing under our credit facilities;
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•
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increasing our vulnerability to general adverse economic and industry conditions;
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•
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requiring the dedication of a substantial portion of our cash flow from operations to the payment of principal and interest on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, business development or other general corporate requirements;
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•
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limiting our ability to obtain additional financing to fund future working capital, capital expenditures, business development or other general corporate requirements;
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•
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making it more difficult to obtain surety bonds, letters of credit, bank guarantees or other financing, particularly during periods in which credit markets are weak;
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•
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limiting our flexibility in planning for, or reacting to, changes in our business and in the coal industry;
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•
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causing a decline in our credit ratings; and
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•
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placing us at a competitive disadvantage compared to less leveraged competitors.
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Peabody Energy Corporation
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2017 Form 10-K
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34
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•
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incur additional indebtedness;
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•
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pay dividends on or make distributions in respect of stock or make certain other restricted payments or investments;
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•
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enter into agreements that restrict distributions from certain subsidiaries;
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•
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sell or otherwise dispose of assets;
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•
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incur capital expenditures beyond a specified amount;
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•
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enter into transactions with affiliates;
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•
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create or incur liens;
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•
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merge, consolidate or sell all or substantially all of our assets; and
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•
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place restrictions on the ability of subsidiaries to pay dividends or make other payments to us.
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Peabody Energy Corporation
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2017 Form 10-K
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35
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•
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actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry;
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•
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industry cycles and trends;
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•
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mergers and strategic alliances in the coal industry;
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•
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changes in government regulation;
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•
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potential or actual military conflicts or acts of terrorism;
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•
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the failure of securities analysts to publish research about us or to accurately predict the results we actually achieve;
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•
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the limited trading history of our Common Stock;
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•
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changes in accounting principles;
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•
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announcements concerning us or our competitors; and
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•
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the general state of the securities market.
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Peabody Energy Corporation
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2017 Form 10-K
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36
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Peabody Energy Corporation
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2017 Form 10-K
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37
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Proven and Probable
Reserves as of
December 31, 2017
(1)
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|||||||
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Owned
Tons
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Leased
Tons
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Total
Tons
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Mining Segment
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Locations
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||||||
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(Tons in millions)
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|||||||
Powder River Basin Mining
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Wyoming
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—
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2,568
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2,568
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Midwestern U.S. Mining
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Illinois, Indiana and Kentucky
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1,386
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289
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|
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1,675
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Western U.S. Mining
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Arizona, New Mexico and Colorado
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161
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|
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285
|
|
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446
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Total United States
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|
|
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1,547
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3,142
|
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4,689
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Australian Metallurgical Mining
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Queensland and New South Wales
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—
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|
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256
|
|
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256
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Australian Thermal Mining
|
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New South Wales
|
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—
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|
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291
|
|
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291
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Total Australia
|
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|
—
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547
|
|
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547
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Total Proven and Probable Coal Reserves
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1,547
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3,689
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5,236
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(1)
|
Estimated proven and probable coal reserves have been adjusted to account for estimated process dilutions and losses during mining and processing involved in producing a saleable coal product.
|
•
|
Proven (Measured) Reserves
— Reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.
|
•
|
Probable (Indicated) Reserves
— Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.
|
Peabody Energy Corporation
|
2017 Form 10-K
|
38
|
Peabody Energy Corporation
|
2017 Form 10-K
|
39
|
Peabody Energy Corporation
|
2017 Form 10-K
|
40
|
•
|
Geological settings
. The geological characteristics of each mine are among the most important factors that determine the mining cost. Our geology department conducts the exploration program and provides geological models for the LOM process. Coal seam depth, thickness, dipping angle, partings and quality constrain the available mining methods and size of operations. Shallow coal is typically mined by surface mining methods by which the primary cost is overburden removal. Deep coal is typically mined by underground mining methods where the primary costs include coal extraction, conveyance and roof control.
|
•
|
Scale of operations and the equipment sizes
. For surface mines, our dragline systems generally have a lower unit cost than truck-and-shovel systems for overburden removal. The longwall operations generally are more cost effective than room-and-pillar operations for underground mines.
|
•
|
Commodity prices
. For surface mines, the costs of diesel fuel and explosives are major components of the total mining cost. For underground mines, the steel used for roof bolts represents a significant cost. Forecasted commodity prices are used to project those costs in the financial models we use to establish our reserves.
|
•
|
Target product quality
. By targeting a premium quality product, our mining and processing processes may experience more coal losses. By lowering product quality the coal losses can be minimized and therefore a lower cost per ton can be achieved. In our mine plans, the product qualities are estimated to correspond to existing contracts and forecasted market demands.
|
•
|
Transportation costs
. Transportation costs vary by region. Most of our U.S. operations sell coal at mine loadouts. Therefore, no transportation expenses are included in our U.S. cost estimates. Our Australian operations sell coal at designated ports or local power plants. The estimated costs for our Australian operations include rail transportation and related fees at ports.
|
•
|
Royalty costs
. Our royalty costs are based upon contractual agreements for the coal leased from governments or private owners. The royalty rates for coal leased from governments differ by country and, in some cases, by mining method. Estimated add-on taxes and other sales-related costs are determined according to government regulations or historic costs.
|
•
|
Exchange rates
. Costs related to our Australian production are predominantly denominated in Australian dollars, while the Australian coal that we export is sold in U.S. dollars. As a result, Australian/U.S. dollar exchange rates impact the U.S. dollar cost of Australian production.
|
Peabody Energy Corporation
|
2017 Form 10-K
|
41
|
Peabody Energy Corporation
|
2017 Form 10-K
|
42
|
SUMMARY OF COAL PRODUCTION AND SULFUR CONTENT OF ASSIGNED RESERVES
|
|||||||||||||||||||||||
(Tons in millions)
|
|||||||||||||||||||||||
|
|
Production
|
|
|
|
Sulfur Content of Assigned Reserves as of December 31, 2017
(1)
|
|
|
|||||||||||||||
|
|
|
|
|
<1.2 lbs.
|
|
>1.2 to 2.5 lbs.
|
|
>2.5 lbs.
|
|
As
|
||||||||||||
|
|
|
|
|
Sulfur
|
|
Sulfur
|
|
Sulfur
|
|
Received
|
||||||||||||
|
|
Year Ended December 31,
|
|
Type of
|
|
Dioxide per
|
|
Dioxide per
|
|
Dioxide per
|
|
Btu per
|
|||||||||||
Segment/Mining Complex
|
|
2017
|
|
2016
|
|
2015
|
|
Coal
|
|
Million Btu
|
|
Million Btu
|
|
Million Btu
|
|
pound
(2)
|
|||||||
Powder River Basin Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
North Antelope Rochelle
|
|
101.6
|
|
|
92.9
|
|
|
109.3
|
|
|
T
|
|
1,797
|
|
|
—
|
|
|
—
|
|
|
8,800
|
|
Caballo
|
|
11.1
|
|
|
11.2
|
|
|
11.4
|
|
|
T
|
|
465
|
|
|
6
|
|
|
6
|
|
|
8,400
|
|
Rawhide
|
|
10.4
|
|
|
8.1
|
|
|
15.2
|
|
|
T
|
|
242
|
|
|
51
|
|
|
1
|
|
|
8,300
|
|
Total
|
|
123.1
|
|
|
112.2
|
|
|
135.9
|
|
|
|
|
2,504
|
|
|
57
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Midwestern U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Bear Run
|
|
7.3
|
|
|
7.3
|
|
|
7.9
|
|
|
T
|
|
4
|
|
|
27
|
|
|
202
|
|
|
10,900
|
|
Wild Boar
|
|
2.7
|
|
|
2.6
|
|
|
2.7
|
|
|
T
|
|
—
|
|
|
—
|
|
|
39
|
|
|
11,100
|
|
Gateway North
|
|
2.5
|
|
|
1.8
|
|
|
1.8
|
|
|
T
|
|
—
|
|
|
—
|
|
|
55
|
|
|
10,900
|
|
Somerville Central
|
|
2.2
|
|
|
2.3
|
|
|
3.0
|
|
|
T
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11,200
|
|
Francisco Underground
|
|
2.2
|
|
|
2.1
|
|
|
2.9
|
|
|
T
|
|
—
|
|
|
—
|
|
|
21
|
|
|
11,500
|
|
Wildcat Hills Underground
|
|
1.5
|
|
|
1.5
|
|
|
1.7
|
|
|
T
|
|
—
|
|
|
—
|
|
|
43
|
|
|
12,100
|
|
Cottage Grove
|
|
0.3
|
|
|
0.2
|
|
|
1.1
|
|
|
T
|
|
—
|
|
|
—
|
|
|
5
|
|
|
12,100
|
|
Total
|
|
18.7
|
|
|
17.8
|
|
|
21.1
|
|
|
|
|
4
|
|
|
27
|
|
|
376
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Western U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Kayenta
(3)
|
|
6.2
|
|
|
5.4
|
|
|
6.8
|
|
|
T
|
|
134
|
|
|
59
|
|
|
3
|
|
|
10,600
|
|
El Segundo
|
|
4.9
|
|
|
4.9
|
|
|
7.5
|
|
|
T
|
|
12
|
|
|
32
|
|
|
36
|
|
|
9,000
|
|
Twentymile
|
|
3.8
|
|
|
2.0
|
|
|
3.5
|
|
|
T
|
|
30
|
|
|
—
|
|
|
—
|
|
|
11,200
|
|
Lee Ranch
|
|
—
|
|
|
—
|
|
|
—
|
|
|
T
|
|
14
|
|
|
66
|
|
|
9
|
|
|
9,300
|
|
Total
|
|
14.9
|
|
|
12.3
|
|
|
17.8
|
|
|
|
|
190
|
|
|
157
|
|
|
48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Australian Metallurgical Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
North Goonyella
|
|
3.4
|
|
|
1.3
|
|
|
2.6
|
|
|
M
|
|
71
|
|
|
—
|
|
|
—
|
|
|
12,700
|
|
Millennium
|
|
3.3
|
|
|
3.5
|
|
|
4.4
|
|
|
M/P
|
|
3
|
|
|
—
|
|
|
—
|
|
|
12,600
|
|
Coppabella
|
|
2.8
|
|
|
2.4
|
|
|
2.8
|
|
|
P
|
|
23
|
|
|
—
|
|
|
—
|
|
|
12,600
|
|
Moorvale
|
|
1.8
|
|
|
1.9
|
|
|
2.2
|
|
|
P/T
|
|
15
|
|
|
—
|
|
|
—
|
|
|
12,500
|
|
Metropolitan
|
|
1.0
|
|
|
1.9
|
|
|
2.1
|
|
|
M/P/T
|
|
25
|
|
|
—
|
|
|
—
|
|
|
12,600
|
|
Burton
(4)
(Operations ceased in 2016)
|
|
—
|
|
|
1.5
|
|
|
1.3
|
|
|
M/T
|
|
—
|
|
|
—
|
|
|
—
|
|
|
NA
|
|
Middlemount
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
M/P
|
|
25
|
|
|
—
|
|
|
—
|
|
|
12,400
|
|
Total
|
|
12.3
|
|
|
12.5
|
|
|
15.4
|
|
|
|
|
162
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Australian Thermal Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Wilpinjong
|
|
13.4
|
|
|
14.0
|
|
|
12.0
|
|
|
T
|
|
133
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
Wambo
(6)
|
|
5.9
|
|
|
6.8
|
|
|
6.5
|
|
|
T/M
|
|
158
|
|
|
—
|
|
|
—
|
|
|
11,300
|
|
Total
|
|
19.3
|
|
|
20.8
|
|
|
18.5
|
|
|
|
|
291
|
|
|
—
|
|
|
—
|
|
|
|
|
Total Assigned
|
|
188.3
|
|
|
175.6
|
|
|
208.7
|
|
|
|
|
3,151
|
|
|
241
|
|
|
431
|
|
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
43
|
ASSIGNED RESERVES
(7)
|
|
|
|
|
||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2017
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
|
|
Attributable Ownership
|
|
100% Project Basis
|
|
Modifying Factors
(8)
|
||||||||||||||||||||||||||||||
(Tons in millions)
|
|
|
|
Proven and Probable Reserves
|
|
|
|
|
|
|
|
|
|
Proven and Probable Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment/Mining Complex
|
|
Interest
|
|
|
Owned
|
|
Leased
|
|
Surface
|
|
Underground
|
|
|
Owned
|
|
Leased
|
|
Surface
|
|
Underground
|
|
ROM Factor
|
|
Yield
|
||||||||||||||
Powder River Basin Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North Antelope Rochelle
|
|
100%
|
|
1,797
|
|
|
—
|
|
|
1,797
|
|
|
1,797
|
|
|
—
|
|
|
1,797
|
|
|
—
|
|
|
1,797
|
|
|
1,797
|
|
|
—
|
|
|
92
|
%
|
|
100
|
%
|
Caballo
|
|
100%
|
|
477
|
|
|
—
|
|
|
477
|
|
|
477
|
|
|
—
|
|
|
477
|
|
|
—
|
|
|
477
|
|
|
477
|
|
|
—
|
|
|
90
|
%
|
|
100
|
%
|
Rawhide
|
|
100%
|
|
294
|
|
|
—
|
|
|
294
|
|
|
294
|
|
|
—
|
|
|
294
|
|
|
—
|
|
|
294
|
|
|
294
|
|
|
—
|
|
|
93
|
%
|
|
100
|
%
|
Total
|
|
|
|
2,568
|
|
|
—
|
|
|
2,568
|
|
|
2,568
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Midwestern U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Bear Run
|
|
100%
|
|
233
|
|
|
101
|
|
|
132
|
|
|
233
|
|
|
—
|
|
|
233
|
|
|
101
|
|
|
132
|
|
|
233
|
|
|
—
|
|
|
107
|
%
|
|
70
|
%
|
Wild Boar
|
|
100%
|
|
39
|
|
|
19
|
|
|
20
|
|
|
39
|
|
|
—
|
|
|
39
|
|
|
19
|
|
|
20
|
|
|
39
|
|
|
—
|
|
|
102
|
%
|
|
79
|
%
|
Gateway North
|
|
100%
|
|
55
|
|
|
54
|
|
|
1
|
|
|
—
|
|
|
55
|
|
|
55
|
|
|
54
|
|
|
1
|
|
|
—
|
|
|
55
|
|
|
65
|
%
|
|
66
|
%
|
Somerville Central
|
|
100%
|
|
11
|
|
|
10
|
|
|
1
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|
10
|
|
|
1
|
|
|
11
|
|
|
—
|
|
|
108
|
%
|
|
71
|
%
|
Francisco Underground
|
|
100%
|
|
21
|
|
|
4
|
|
|
17
|
|
|
—
|
|
|
21
|
|
|
21
|
|
|
4
|
|
|
17
|
|
|
—
|
|
|
21
|
|
|
74
|
%
|
|
63
|
%
|
Wildcat Hills Underground
|
|
100%
|
|
43
|
|
|
10
|
|
|
33
|
|
|
—
|
|
|
43
|
|
|
43
|
|
|
10
|
|
|
33
|
|
|
—
|
|
|
43
|
|
|
74
|
%
|
|
58
|
%
|
Cottage Grove
|
|
100%
|
|
5
|
|
|
3
|
|
|
2
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
3
|
|
|
2
|
|
|
5
|
|
|
—
|
|
|
104
|
%
|
|
82
|
%
|
Total
|
|
|
|
407
|
|
|
201
|
|
|
206
|
|
|
288
|
|
|
119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Western U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Kayenta
(3)
|
|
100%
|
|
196
|
|
|
—
|
|
|
196
|
|
|
196
|
|
|
—
|
|
|
196
|
|
|
—
|
|
|
196
|
|
|
196
|
|
|
—
|
|
|
88
|
%
|
|
100
|
%
|
El Segundo
|
|
100%
|
|
80
|
|
|
66
|
|
|
14
|
|
|
80
|
|
|
—
|
|
|
80
|
|
|
66
|
|
|
14
|
|
|
80
|
|
|
—
|
|
|
87
|
%
|
|
100
|
%
|
Twentymile
|
|
100%
|
|
30
|
|
|
8
|
|
|
22
|
|
|
—
|
|
|
30
|
|
|
30
|
|
|
8
|
|
|
22
|
|
|
—
|
|
|
30
|
|
|
106
|
%
|
|
66
|
%
|
Lee Ranch
|
|
100%
|
|
89
|
|
|
86
|
|
|
3
|
|
|
89
|
|
|
—
|
|
|
89
|
|
|
86
|
|
|
3
|
|
|
89
|
|
|
—
|
|
|
87
|
%
|
|
100
|
%
|
Total
|
|
|
|
395
|
|
|
160
|
|
|
235
|
|
|
365
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Australian Metallurgical Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North Goonyella
|
|
100%
|
|
71
|
|
|
—
|
|
|
71
|
|
|
—
|
|
|
71
|
|
|
71
|
|
|
—
|
|
|
71
|
|
|
—
|
|
|
71
|
|
|
62
|
%
|
|
78
|
%
|
Millennium
|
|
100%
|
|
3
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
92
|
%
|
|
80
|
%
|
Coppabella
|
|
73.3%
|
|
23
|
|
|
—
|
|
|
23
|
|
|
23
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
|
31
|
|
|
—
|
|
|
92
|
%
|
|
78
|
%
|
Moorvale
|
|
73.3%
|
|
15
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
|
20
|
|
|
—
|
|
|
107
|
%
|
|
79
|
%
|
Metropolitan
|
|
100%
|
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|
116
|
%
|
|
79
|
%
|
Middlemount
(5)
|
|
50.0%
|
|
25
|
|
|
—
|
|
|
25
|
|
|
25
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
50
|
|
|
50
|
|
|
—
|
|
|
85
|
%
|
|
77
|
%
|
Total
|
|
|
|
162
|
|
|
—
|
|
|
162
|
|
|
66
|
|
|
96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Australian Thermal Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Wilpinjong
|
|
100%
|
|
133
|
|
|
—
|
|
|
133
|
|
|
133
|
|
|
—
|
|
|
133
|
|
|
—
|
|
|
133
|
|
|
133
|
|
|
—
|
|
|
112
|
%
|
|
84
|
%
|
Wambo
(6)
|
|
100%
|
|
158
|
|
|
—
|
|
|
158
|
|
|
43
|
|
|
115
|
|
|
158
|
|
|
—
|
|
|
158
|
|
|
43
|
|
|
115
|
|
|
100
|
%
|
|
73
|
%
|
Total
|
|
|
|
291
|
|
|
—
|
|
|
291
|
|
|
176
|
|
|
115
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Assigned
|
|
|
|
3,823
|
|
|
361
|
|
|
3,462
|
|
|
3,463
|
|
|
360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
44
|
ASSIGNED AND UNASSIGNED PROVEN AND PROBABLE COAL RESERVES
(7)
|
||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2017
|
||||||||||||||||||||||||||||||
(Tons in millions)
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Attributable Ownership
|
|
100% Project Basis
|
||||||||||||||||||||||||||
|
|
|
|
|
|
Proven and
|
|
|
|
|
|
|
|
|
|
Proven and
|
|
|
|
|
||||||||||
|
|
Total Tons
|
|
Probable
|
|
|
|
|
|
Total Tons
|
|
Probable
|
|
|
|
|
||||||||||||||
Coal Seam Location
|
|
Assigned
|
|
Unassigned
|
|
Reserves
|
|
Proven
|
|
Probable
|
|
Assigned
|
|
Unassigned
|
|
Reserves
|
|
Proven
|
|
Probable
|
||||||||||
Powder River Basin Mining (Wyoming)
|
|
2,568
|
|
|
—
|
|
|
2,568
|
|
|
2,445
|
|
|
123
|
|
|
2,568
|
|
|
—
|
|
|
2,568
|
|
|
2,445
|
|
|
123
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Midwestern U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Illinois
|
|
103
|
|
|
1,154
|
|
|
1,257
|
|
|
556
|
|
|
701
|
|
|
103
|
|
|
1,154
|
|
|
1,257
|
|
|
556
|
|
|
701
|
|
Indiana
|
|
304
|
|
|
14
|
|
|
318
|
|
|
270
|
|
|
48
|
|
|
304
|
|
|
14
|
|
|
318
|
|
|
270
|
|
|
48
|
|
Kentucky
(9)
|
|
—
|
|
|
100
|
|
|
100
|
|
|
46
|
|
|
54
|
|
|
—
|
|
|
100
|
|
|
100
|
|
|
46
|
|
|
54
|
|
Total
|
|
407
|
|
|
1,268
|
|
|
1,675
|
|
|
872
|
|
|
803
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Western U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Arizona
(3)
|
|
196
|
|
|
—
|
|
|
196
|
|
|
196
|
|
|
—
|
|
|
196
|
|
|
—
|
|
|
196
|
|
|
196
|
|
|
—
|
|
New Mexico
|
|
169
|
|
|
—
|
|
|
169
|
|
|
168
|
|
|
1
|
|
|
169
|
|
|
—
|
|
|
169
|
|
|
168
|
|
|
1
|
|
Colorado
|
|
30
|
|
|
51
|
|
|
81
|
|
|
65
|
|
|
16
|
|
|
30
|
|
|
51
|
|
|
81
|
|
|
65
|
|
|
16
|
|
Total
|
|
395
|
|
|
51
|
|
|
446
|
|
|
429
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Australian Metallurgical Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
New South Wales
|
|
25
|
|
|
—
|
|
|
25
|
|
|
4
|
|
|
21
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|
4
|
|
|
21
|
|
Queensland
|
|
137
|
|
|
94
|
|
|
231
|
|
|
135
|
|
|
96
|
|
|
175
|
|
|
122
|
|
|
297
|
|
|
168
|
|
|
129
|
|
Total
|
|
162
|
|
|
94
|
|
|
256
|
|
|
139
|
|
|
117
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Australian Thermal Mining (New South Wales)
|
|
291
|
|
|
—
|
|
|
291
|
|
|
252
|
|
|
39
|
|
|
291
|
|
|
—
|
|
|
291
|
|
|
252
|
|
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Proven and Probable
|
|
3,823
|
|
|
1,413
|
|
|
5,236
|
|
|
4,137
|
|
|
1,099
|
|
|
|
|
|
|
|
|
|
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
45
|
ASSIGNED AND UNASSIGNED - RESERVE CONTROL AND MINING METHOD
|
||||||||||||||||||||||||
AS OF DECEMBER 31, 2017
|
||||||||||||||||||||||||
(Tons in millions)
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Attributable Ownership
|
|
100% Project Basis
|
||||||||||||||||||||
|
|
Reserve Control
|
|
Mining Method
|
|
Reserve Control
|
|
Mining Method
|
||||||||||||||||
Coal Seam Location
|
|
Owned
|
|
Leased
|
|
Surface
|
|
Underground
|
|
Owned
|
|
Leased
|
|
Surface
|
|
Underground
|
||||||||
Powder River Basin Mining (Wyoming)
|
|
—
|
|
|
2,568
|
|
|
2,568
|
|
|
—
|
|
|
—
|
|
|
2,568
|
|
|
2,568
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Midwestern U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Illinois
|
|
1,208
|
|
|
49
|
|
|
5
|
|
|
1,252
|
|
|
1,208
|
|
|
49
|
|
|
5
|
|
|
1,252
|
|
Indiana
|
|
143
|
|
|
175
|
|
|
293
|
|
|
25
|
|
|
143
|
|
|
175
|
|
|
293
|
|
|
25
|
|
Kentucky
(9)
|
|
35
|
|
|
65
|
|
|
—
|
|
|
100
|
|
|
35
|
|
|
65
|
|
|
—
|
|
|
100
|
|
Total
|
|
1,386
|
|
|
289
|
|
|
298
|
|
|
1,377
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Western U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Arizona
(3)
|
|
—
|
|
|
196
|
|
|
196
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|
196
|
|
|
—
|
|
New Mexico
|
|
152
|
|
|
17
|
|
|
169
|
|
|
—
|
|
|
152
|
|
|
17
|
|
|
169
|
|
|
—
|
|
Colorado
|
|
9
|
|
|
72
|
|
|
—
|
|
|
81
|
|
|
9
|
|
|
72
|
|
|
—
|
|
|
81
|
|
Total
|
|
161
|
|
|
285
|
|
|
365
|
|
|
81
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Australia Metallurgical Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New South Wales
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
Queensland
|
|
—
|
|
|
231
|
|
|
90
|
|
|
141
|
|
|
—
|
|
|
297
|
|
|
132
|
|
|
165
|
|
Total
|
|
—
|
|
|
256
|
|
|
90
|
|
|
166
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Australian Thermal Mining (New South Wales)
|
|
—
|
|
|
291
|
|
|
176
|
|
|
115
|
|
|
—
|
|
|
291
|
|
|
176
|
|
|
115
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Proven and Probable
|
|
1,547
|
|
|
3,689
|
|
|
3,497
|
|
|
1,739
|
|
|
|
|
|
|
|
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
46
|
ASSIGNED AND UNASSIGNED PROVEN AND PROBABLE COAL RESERVES - SULFUR CONTENT
|
|||||||||||||||||||||||
AS OF DECEMBER 31, 2017
|
|||||||||||||||||||||||
(Tons in millions)
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
Attributable Ownership
|
|
100% Project Basis
|
|
|
|||||||||||||||
|
|
|
|
Sulfur Content
(1)
|
|
Sulfur Content
(1)
|
|
|
|||||||||||||||
|
|
|
|
<1.2 lbs.
|
|
>1.2 to 2.5 lbs.
|
|
>2.5 lbs.
|
|
<1.2 lbs.
|
|
>1.2 to 2.5 lbs.
|
|
>2.5 lbs.
|
|
As
|
|||||||
|
|
|
|
Sulfur Dioxide
|
|
Sulfur Dioxide
|
|
Sulfur Dioxide
|
|
Sulfur Dioxide
|
|
Sulfur Dioxide
|
|
Sulfur Dioxide
|
|
Received
|
|||||||
|
|
Type of
|
|
per
|
|
per
|
|
per
|
|
per
|
|
per
|
|
per
|
|
Btu
|
|||||||
Coal Seam Location
|
|
Coal
|
|
Million Btu
|
|
Million Btu
|
|
Million Btu
|
|
Million Btu
|
|
Million Btu
|
|
Million Btu
|
|
per Pound
(2)
|
|||||||
Powder River Basin Mining (Wyoming)
|
|
T
|
|
2,504
|
|
|
57
|
|
|
7
|
|
|
2,504
|
|
|
57
|
|
|
7
|
|
|
8,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Midwestern U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Illinois
|
|
T
|
|
—
|
|
|
—
|
|
|
1,257
|
|
|
—
|
|
|
—
|
|
|
1,257
|
|
|
10,800
|
|
Indiana
|
|
T
|
|
4
|
|
|
27
|
|
|
287
|
|
|
4
|
|
|
27
|
|
|
287
|
|
|
11,000
|
|
Kentucky
(9)
|
|
T
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
12,000
|
|
Total
|
|
|
|
4
|
|
|
27
|
|
|
1,644
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Western U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Arizona
(3)
|
|
T
|
|
134
|
|
|
59
|
|
|
3
|
|
|
134
|
|
|
59
|
|
|
3
|
|
|
10,600
|
|
New Mexico
|
|
T
|
|
26
|
|
|
98
|
|
|
45
|
|
|
26
|
|
|
98
|
|
|
45
|
|
|
9,200
|
|
Colorado
|
|
T
|
|
81
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|
11,200
|
|
Total
|
|
|
|
241
|
|
|
157
|
|
|
48
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Australia Metallurgical Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
New South Wales
|
|
M/P/T
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
12,600
|
|
Queensland
|
|
M/P/T
|
|
231
|
|
|
—
|
|
|
—
|
|
|
297
|
|
|
—
|
|
|
—
|
|
|
12,400
|
|
Total
|
|
|
|
256
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Australian Thermal Mining (New South Wales)
|
|
T/M
|
|
291
|
|
|
—
|
|
|
—
|
|
|
291
|
|
|
—
|
|
|
—
|
|
|
10,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Proven and Probable
|
|
|
|
3,296
|
|
|
241
|
|
|
1,699
|
|
|
|
|
|
|
|
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
47
|
(1)
|
Compliance coal is defined by Phase II of the CAA as coal having sulfur dioxide content of 1.2 pounds or less per million Btu. Non-compliance coal is defined as coal having sulfur dioxide content in excess of this standard. Electricity generators are able to use coal that exceeds these specifications by using emissions reduction technology, using emission allowance credits or blending higher sulfur coal with lower sulfur coal.
|
(2)
|
As-received Btu per pound includes the weight of moisture in the coal on an as sold basis. The range of variability of the moisture content in coal across a given region may affect the actual shipped Btu content of current production from assigned reserves.
|
(3)
|
Coal reserves are estimated based on coal reserves leased from the Navajo Nation and the Hopi Tribe that are administered by the U.S. Department of the Interior. These leases expire upon exhaustion of the leased reserves or upon the permanent ceasing of all mining activities on the related reserves as a whole. The Kayenta Mine serves a single customer and has contract to supply coal to that customer through December 2019. If the customer closes the plant at the end of that contract, proven and probable reserves at the mine would be reduced by approximately 180 million tons. See Item 1A. “Risk Factors” for additional information.
|
(4)
|
On November 27, 2017, Peabody completed the sale of the majority of its Burton Mine and related infrastructure to the Lenton Joint Venture.
|
(5)
|
Represents our 50% interest in Middlemount Coal Pty Ltd. (Middlemount), which owns the Middlemount Mine in Queensland, Australia. Because that entity is accounted for as an unconsolidated equity affiliate, 2017, 2016 and 2015 tons produced by Middlemount have been excluded from the “Summary of Coal Production and Sulfur Content of Assigned Reserves” table. Middlemount produced 4.3 million tons, 4.5 million tons, and 4.8 million tons of coal in 2017, 2016 and 2015, respectively (on a 100% basis).
|
(6)
|
Includes the Wambo Open-Cut Mine and the Wambo Underground Mine areas.
|
(7)
|
Assigned reserves represent recoverable coal reserves that are controlled and accessible at active operations as of
December 31, 2017
. Unassigned reserves represent coal at currently non-producing locations that would require significant new mine development, mining equipment or plant facilities before operations could begin on the property.
|
(8)
|
The modifying factors reflect the assumptions which are utilized to convert coal quantities and qualities as in ground to run of mine (ROM) coal after mining, and eventually to saleable product coal after processing. Coal reserves are reported as an estimation of the final saleable quantity, which takes into account any losses and dilutions during mining and processing. We generally keep track of coal reserves through in place coal, ROM coal and product coal. In place coal for U.S. underground reserves excludes planned barrier pillars, but includes regular pillars from projected underground extractions. In place coal for Australian underground reserves is exclusive of all planned pillars. The difference is due to historic practice and software used by each country. The ROM factor represents the estimated ROM coal in relation to the coal in place with considerations of coal losses, dilutions and remaining pillars during mining processes. The yield is the ratio of estimated saleable product coal over ROM coal tons with mainly processing loss considered.
|
(9)
|
All coal reserves in Kentucky are leased to third parties.
|
Peabody Energy Corporation
|
2017 Form 10-K
|
48
|
|
Share Price
|
|
Dividends
|
||||||||
|
High
|
|
Low
|
|
Paid
|
||||||
2017
|
|
|
|
|
|
|
|
|
|||
Second Quarter
|
$
|
32.50
|
|
|
$
|
22.58
|
|
|
$
|
—
|
|
Third Quarter
|
30.95
|
|
|
24.37
|
|
|
—
|
|
|||
Fourth Quarter
|
39.86
|
|
|
28.08
|
|
|
—
|
|
Period
|
|
Total Number of Shares
Purchased
(1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
Maximum Dollar Value of Shares that May Yet Be Used to Repurchase Shares Under the Publicly Announced Program (In millions)
|
||||||
October 1 through October 31, 2017
|
|
1,313,405
|
|
|
$
|
29.58
|
|
|
1,308,737
|
|
|
$
|
392.1
|
|
November 1 through November 30, 2017
|
|
1,045,343
|
|
|
32.23
|
|
|
1,045,191
|
|
|
358.5
|
|
||
December 1 through December 31, 2017
|
|
958,588
|
|
|
35.60
|
|
|
955,799
|
|
|
324.5
|
|
||
Total
|
|
3,317,336
|
|
|
$
|
32.16
|
|
|
3,309,727
|
|
|
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
49
|
Peabody Energy Corporation
|
2017 Form 10-K
|
50
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
April 2 through December 31, 2017
|
|
|
January 1 through April 1, 2017
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||
|
(In millions, except per share data)
|
|||||||||||||||||||||||
Results of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total revenues
|
$
|
4,252.6
|
|
|
|
$
|
1,326.2
|
|
|
$
|
4,715.3
|
|
|
$
|
5,609.2
|
|
|
$
|
6,792.2
|
|
|
$
|
7,013.7
|
|
Costs and expenses
|
3,565.5
|
|
|
|
1,128.1
|
|
|
4,992.2
|
|
|
7,074.0
|
|
|
6,927.3
|
|
|
7,338.5
|
|
||||||
Operating profit (loss)
|
687.1
|
|
|
|
198.1
|
|
|
(276.9
|
)
|
|
(1,464.8
|
)
|
|
(135.1
|
)
|
|
(324.8
|
)
|
||||||
Interest expense, net
|
135.0
|
|
|
|
30.2
|
|
|
322.4
|
|
|
525.5
|
|
|
412.8
|
|
|
409.5
|
|
||||||
Reorganization items, net
|
—
|
|
|
|
627.2
|
|
|
159.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Income (loss) from continuing operations before income taxes
|
552.1
|
|
|
|
(459.3
|
)
|
|
(758.3
|
)
|
|
(1,990.3
|
)
|
|
(547.9
|
)
|
|
(734.3
|
)
|
||||||
Income tax (benefit) provision
|
(161.0
|
)
|
|
|
(263.8
|
)
|
|
(94.5
|
)
|
|
(207.1
|
)
|
|
147.4
|
|
|
(197.0
|
)
|
||||||
Income (loss) from continuing operations, net of income taxes
|
713.1
|
|
|
|
(195.5
|
)
|
|
(663.8
|
)
|
|
(1,783.2
|
)
|
|
(695.3
|
)
|
|
(537.3
|
)
|
||||||
Loss from discontinued operations, net of income taxes
|
(19.8
|
)
|
|
|
(16.2
|
)
|
|
(57.6
|
)
|
|
(175.0
|
)
|
|
(28.2
|
)
|
|
(226.6
|
)
|
||||||
Net income (loss)
|
693.3
|
|
|
|
(211.7
|
)
|
|
(721.4
|
)
|
|
(1,958.2
|
)
|
|
(723.5
|
)
|
|
(763.9
|
)
|
||||||
Less: Series A Convertible Preferred Stock Dividends
|
179.5
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
15.2
|
|
|
|
4.8
|
|
|
7.9
|
|
|
7.1
|
|
|
9.7
|
|
|
12.3
|
|
||||||
Net income (loss) attributable to common stockholders
|
$
|
498.6
|
|
|
|
$
|
(216.5
|
)
|
|
$
|
(729.3
|
)
|
|
$
|
(1,965.3
|
)
|
|
$
|
(733.2
|
)
|
|
$
|
(776.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic EPS - Income (loss) from continuing operations
|
$
|
3.85
|
|
|
|
$
|
(10.93
|
)
|
|
$
|
(36.72
|
)
|
|
$
|
(98.65
|
)
|
|
$
|
(39.51
|
)
|
|
$
|
(30.91
|
)
|
Diluted EPS - Income (loss) from continuing operations
|
$
|
3.81
|
|
|
|
$
|
(10.93
|
)
|
|
$
|
(36.72
|
)
|
|
$
|
(98.65
|
)
|
|
$
|
(39.51
|
)
|
|
$
|
(30.91
|
)
|
Weighted average shares used in calculating basic EPS
|
101.1
|
|
|
|
18.3
|
|
|
18.3
|
|
|
18.1
|
|
|
17.9
|
|
|
17.8
|
|
||||||
Weighted average shares used in calculating diluted EPS
|
102.5
|
|
|
|
18.3
|
|
|
18.3
|
|
|
18.1
|
|
|
17.9
|
|
|
17.8
|
|
||||||
Dividends declared per share
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.075
|
|
|
$
|
5.100
|
|
|
$
|
5.100
|
|
Other Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tons produced
|
142.7
|
|
|
|
45.6
|
|
|
175.6
|
|
|
208.7
|
|
|
227.2
|
|
|
218.4
|
|
||||||
Tons sold
|
145.4
|
|
|
|
46.1
|
|
|
186.8
|
|
|
228.8
|
|
|
249.8
|
|
|
251.7
|
|
||||||
Net cash provided by (used in) continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating activities
|
$
|
816.0
|
|
|
|
$
|
222.2
|
|
|
$
|
(22.9
|
)
|
|
$
|
18.9
|
|
|
$
|
441.0
|
|
|
$
|
780.1
|
|
Investing activities
|
(93.4
|
)
|
|
|
15.1
|
|
|
(244.1
|
)
|
|
(290.0
|
)
|
|
(314.5
|
)
|
|
(514.2
|
)
|
||||||
Financing activities
|
(745.4
|
)
|
|
|
(47.7
|
)
|
|
907.9
|
|
|
267.7
|
|
|
(168.1
|
)
|
|
(321.5
|
)
|
||||||
Adjusted EBITDA
|
1,145.3
|
|
|
|
341.3
|
|
|
532.0
|
|
|
432.4
|
|
|
806.3
|
|
|
1,049.9
|
|
||||||
Balance Sheet Data (at period end)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total assets
|
$
|
8,181.2
|
|
|
|
$
|
8,266.9
|
|
|
$
|
11,777.7
|
|
|
$
|
10,946.9
|
|
|
$
|
13,126.4
|
|
|
$
|
14,069.5
|
|
Total long-term debt (including capital leases)
|
1,460.8
|
|
|
|
1,881.4
|
|
|
7,791.4
|
|
|
6,241.2
|
|
|
5,922.1
|
|
|
5,938.5
|
|
||||||
Total stockholders’ equity
|
3,655.8
|
|
|
|
3,131.9
|
|
|
181.5
|
|
|
751.7
|
|
|
2,529.0
|
|
|
3,696.6
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
51
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
April 2 through December 31, 2017
|
|
|
January 1 through April 1, 2017
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||
|
(Dollars in millions)
|
|||||||||||||||||||||||
Income (loss) from continuing operations, net of income taxes
|
$
|
713.1
|
|
|
|
$
|
(195.5
|
)
|
|
$
|
(663.8
|
)
|
|
$
|
(1,783.2
|
)
|
|
$
|
(695.3
|
)
|
|
$
|
(537.3
|
)
|
Depreciation, depletion and amortization
|
521.6
|
|
|
|
119.9
|
|
|
465.4
|
|
|
572.2
|
|
|
655.7
|
|
|
740.3
|
|
||||||
Asset retirement obligation expenses
|
41.2
|
|
|
|
14.6
|
|
|
41.8
|
|
|
45.5
|
|
|
81.0
|
|
|
66.5
|
|
||||||
Selling and administrative expenses related to debt restructuring
|
—
|
|
|
|
—
|
|
|
21.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement charges related to the Patriot bankruptcy reorganization
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.6
|
|
||||||
Net mark-to-market adjustment on actuarially determined liabilities
|
(45.2
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Asset impairment
|
—
|
|
|
|
30.5
|
|
|
247.9
|
|
|
1,277.8
|
|
|
154.4
|
|
|
528.3
|
|
||||||
Change in deferred tax asset valuation allowance and amortization of basis difference related to equity affiliates
|
(17.3
|
)
|
|
|
(5.2
|
)
|
|
(7.5
|
)
|
|
3.9
|
|
|
58.0
|
|
|
6.3
|
|
||||||
Interest expense
|
119.7
|
|
|
|
32.9
|
|
|
298.6
|
|
|
465.4
|
|
|
426.6
|
|
|
408.3
|
|
||||||
Loss on early debt extinguishment
|
20.9
|
|
|
|
—
|
|
|
29.5
|
|
|
67.8
|
|
|
1.6
|
|
|
16.9
|
|
||||||
Interest income
|
(5.6
|
)
|
|
|
(2.7
|
)
|
|
(5.7
|
)
|
|
(7.7
|
)
|
|
(15.4
|
)
|
|
(15.7
|
)
|
||||||
Reorganization items, net
|
—
|
|
|
|
627.2
|
|
|
159.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Gain on disposal of reclamation liability
|
(31.2
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Gain on disposal of Burton mine
|
(52.2
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Break fees related to terminated asset sales
|
(28.0
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Unrealized losses (gains) on economic hedges
|
23.0
|
|
|
|
(16.6
|
)
|
|
39.8
|
|
|
(2.2
|
)
|
|
(7.7
|
)
|
|
2.7
|
|
||||||
Unrealized losses on non-coal trading derivative contracts
|
1.5
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Coal inventory revaluation
|
67.3
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Take-or-pay contract-based intangible recognition
|
(22.5
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Income tax (benefit) provision
|
(161.0
|
)
|
|
|
(263.8
|
)
|
|
(94.5
|
)
|
|
(207.1
|
)
|
|
147.4
|
|
|
(197.0
|
)
|
||||||
Adjusted EBITDA
|
$
|
1,145.3
|
|
|
|
$
|
341.3
|
|
|
$
|
532.0
|
|
|
$
|
432.4
|
|
|
$
|
806.3
|
|
|
$
|
1,049.9
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
52
|
Peabody Energy Corporation
|
2017 Form 10-K
|
53
|
Peabody Energy Corporation
|
2017 Form 10-K
|
54
|
|
|
High
|
|
Low
|
|
Average
|
|
December 31, 2017
|
||||||||
Premium HCC
|
|
$
|
304.00
|
|
|
$
|
139.50
|
|
|
$
|
188.00
|
|
|
$
|
262.25
|
|
Premium PCI coal
|
|
$
|
185.00
|
|
|
$
|
101.15
|
|
|
$
|
119.10
|
|
|
$
|
147.05
|
|
Newcastle index thermal coal
|
|
$
|
101.20
|
|
|
$
|
73.25
|
|
|
$
|
88.15
|
|
|
$
|
100.80
|
|
PRB 8,800 Btu/Lb coal
|
|
$
|
12.60
|
|
|
$
|
10.95
|
|
|
$
|
11.75
|
|
|
$
|
12.60
|
|
Illinois Basin 11,500 Btu/Lb coal
|
|
$
|
36.75
|
|
|
$
|
32.50
|
|
|
$
|
34.35
|
|
|
$
|
36.75
|
|
|
2017
|
|
2016
|
|
|
|
|
|||||||||||
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
Increase (Decrease)
|
||||||||
|
April 2 through December 31
|
|
|
January 1 through April 1
|
|
Year Ended
|
|
to Volumes
|
||||||||||
|
|
|
|
December 31
|
|
Tons
|
|
%
|
||||||||||
|
(Tons in millions)
|
|
|
|||||||||||||||
Powder River Basin Mining
|
94.0
|
|
|
|
31.0
|
|
|
125.0
|
|
|
113.1
|
|
|
11.9
|
|
|
10.5
|
%
|
Midwestern U.S. Mining
|
14.0
|
|
|
|
4.5
|
|
|
18.5
|
|
|
18.3
|
|
|
0.2
|
|
|
1.1
|
%
|
Western U.S. Mining
|
11.3
|
|
|
|
3.4
|
|
|
14.7
|
|
|
13.7
|
|
|
1.0
|
|
|
7.3
|
%
|
Australian Metallurgical Mining
|
9.5
|
|
|
|
2.2
|
|
|
11.7
|
|
|
13.4
|
|
|
(1.7
|
)
|
|
(12.7
|
)%
|
Australian Thermal Mining
|
14.6
|
|
|
|
4.6
|
|
|
19.2
|
|
|
21.3
|
|
|
(2.1
|
)
|
|
(9.9
|
)%
|
Total tons sold from mining segments
|
143.4
|
|
|
|
45.7
|
|
|
189.1
|
|
|
179.8
|
|
|
9.3
|
|
|
5.2
|
%
|
Trading and Brokerage
|
2.0
|
|
|
|
0.4
|
|
|
2.4
|
|
|
7.0
|
|
|
(4.6
|
)
|
|
(65.7
|
)%
|
Total tons sold
|
145.4
|
|
|
|
46.1
|
|
|
191.5
|
|
|
186.8
|
|
|
4.7
|
|
|
2.5
|
%
|
Peabody Energy Corporation
|
2017 Form 10-K
|
55
|
|
2017
|
|
2016
|
|
|
|
|
||||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
April 2 through December 31
|
|
|
January 1 through April 1
|
|
Year Ended
|
|
(Decrease) Increase
|
|||||||||||||||
|
|
|
|
December 31
|
|
$
|
|
%
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Revenues per Ton - Mining Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Powder River Basin
|
$
|
12.54
|
|
|
|
$
|
12.70
|
|
|
$
|
12.58
|
|
|
$
|
13.02
|
|
|
$
|
(0.44
|
)
|
|
(3.4
|
)%
|
Midwestern U.S.
|
42.45
|
|
|
|
42.96
|
|
|
42.58
|
|
|
43.39
|
|
|
(0.81
|
)
|
|
(1.9
|
)%
|
|||||
Western U.S.
|
38.75
|
|
|
|
44.68
|
|
|
40.10
|
|
|
38.30
|
|
|
1.80
|
|
|
4.7
|
%
|
|||||
Australian Metallurgical
|
128.14
|
|
|
|
150.22
|
|
|
132.29
|
|
|
81.41
|
|
|
50.88
|
|
|
62.5
|
%
|
|||||
Australian Thermal
|
52.84
|
|
|
|
48.65
|
|
|
51.83
|
|
|
38.79
|
|
|
13.04
|
|
|
33.6
|
%
|
|||||
Operating Costs per Ton - Mining Operations
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Powder River Basin
|
$
|
9.57
|
|
|
|
$
|
9.75
|
|
|
$
|
9.62
|
|
|
$
|
9.66
|
|
|
$
|
(0.04
|
)
|
|
(0.4
|
)%
|
Midwestern U.S.
|
33.53
|
|
|
|
31.84
|
|
|
33.13
|
|
|
31.49
|
|
|
1.64
|
|
|
5.2
|
%
|
|||||
Western U.S.
|
27.16
|
|
|
|
29.76
|
|
|
27.75
|
|
|
30.90
|
|
|
(3.15
|
)
|
|
(10.2
|
)%
|
|||||
Australian Metallurgical
|
84.60
|
|
|
|
100.16
|
|
|
87.52
|
|
|
82.63
|
|
|
4.89
|
|
|
5.9
|
%
|
|||||
Australian Thermal
|
31.87
|
|
|
|
32.27
|
|
|
31.97
|
|
|
28.56
|
|
|
3.41
|
|
|
11.9
|
%
|
|||||
Adjusted EBITDA Margin per Ton - Mining Operations
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Powder River Basin
|
$
|
2.97
|
|
|
|
$
|
2.95
|
|
|
$
|
2.96
|
|
|
$
|
3.36
|
|
|
$
|
(0.40
|
)
|
|
(11.9
|
)%
|
Midwestern U.S.
|
8.92
|
|
|
|
11.12
|
|
|
9.45
|
|
|
11.90
|
|
|
(2.45
|
)
|
|
(20.6
|
)%
|
|||||
Western U.S.
|
11.59
|
|
|
|
14.92
|
|
|
12.35
|
|
|
7.40
|
|
|
4.95
|
|
|
66.9
|
%
|
|||||
Australian Metallurgical
|
43.54
|
|
|
|
50.06
|
|
|
44.77
|
|
|
(1.22
|
)
|
|
45.99
|
|
|
3,769.7
|
%
|
|||||
Australian Thermal
|
20.97
|
|
|
|
16.38
|
|
|
19.86
|
|
|
10.23
|
|
|
9.63
|
|
|
94.1
|
%
|
(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; coal inventory revaluation; take-or-pay contract-based intangible recognition; and certain other costs related to post-mining activities. Adjusted EBITDA margin per ton is approximately equivalent to segment Adjusted EBITDA divided by segment tons sold.
|
|
2017
|
|
2016
|
|
|
|
|
||||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
Increase (Decrease)
|
|||||||||||||
|
April 2 through December 31
|
|
|
January 1 through April 1
|
|
Year Ended
|
|
to Revenues
|
|||||||||||||||
|
|
|
|
December 31
|
|
$
|
|
%
|
|||||||||||||||
|
(Dollars in millions)
|
|
|
||||||||||||||||||||
Powder River Basin Mining
|
$
|
1,178.7
|
|
|
|
$
|
394.3
|
|
|
$
|
1,573.0
|
|
|
$
|
1,473.3
|
|
|
$
|
99.7
|
|
|
6.8
|
%
|
Midwestern U.S. Mining
|
592.3
|
|
|
|
193.2
|
|
|
785.5
|
|
|
792.5
|
|
|
(7.0
|
)
|
|
(0.9
|
)%
|
|||||
Western U.S. Mining
|
440.7
|
|
|
|
149.7
|
|
|
590.4
|
|
|
526.0
|
|
|
64.4
|
|
|
12.2
|
%
|
|||||
Australian Metallurgical Mining
|
1,221.0
|
|
|
|
328.9
|
|
|
1,549.9
|
|
|
1,090.4
|
|
|
459.5
|
|
|
42.1
|
%
|
|||||
Australian Thermal Mining
|
772.5
|
|
|
|
224.8
|
|
|
997.3
|
|
|
824.9
|
|
|
172.4
|
|
|
20.9
|
%
|
|||||
Trading and Brokerage
|
33.6
|
|
|
|
15.0
|
|
|
48.6
|
|
|
28.9
|
|
|
19.7
|
|
|
68.2
|
%
|
|||||
Corporate and Other
|
13.8
|
|
|
|
20.3
|
|
|
34.1
|
|
|
(20.7
|
)
|
|
54.8
|
|
|
264.7
|
%
|
|||||
Total revenues
|
$
|
4,252.6
|
|
|
|
$
|
1,326.2
|
|
|
$
|
5,578.8
|
|
|
$
|
4,715.3
|
|
|
$
|
863.5
|
|
|
18.3
|
%
|
Peabody Energy Corporation
|
2017 Form 10-K
|
56
|
Peabody Energy Corporation
|
2017 Form 10-K
|
57
|
|
2017
|
|
2016
|
|||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
||||||||
|
April 2 through December 31
|
|
|
January 1 through April 1
|
|
Year Ended
|
||||||||||
|
|
|
|
December 31
|
||||||||||||
|
(Dollars in millions)
|
|||||||||||||||
Income (loss) from continuing operations, net of income taxes
|
$
|
713.1
|
|
|
|
$
|
(195.5
|
)
|
|
$
|
517.6
|
|
|
$
|
(663.8
|
)
|
Depreciation, depletion and amortization
|
(521.6
|
)
|
|
|
(119.9
|
)
|
|
(641.5
|
)
|
|
(465.4
|
)
|
||||
Asset retirement obligation expenses
|
(41.2
|
)
|
|
|
(14.6
|
)
|
|
(55.8
|
)
|
|
(41.8
|
)
|
||||
Selling and administrative expenses related to debt restructuring
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(21.5
|
)
|
||||
Net mark-to-market adjustment on actuarially determined liabilities
|
45.2
|
|
|
|
—
|
|
|
45.2
|
|
|
—
|
|
||||
Asset impairment
|
—
|
|
|
|
(30.5
|
)
|
|
(30.5
|
)
|
|
(247.9
|
)
|
||||
Changes in deferred tax asset valuation allowance and amortization of basis difference related to equity affiliates
|
17.3
|
|
|
|
5.2
|
|
|
22.5
|
|
|
7.5
|
|
||||
Interest expense
|
(119.7
|
)
|
|
|
(32.9
|
)
|
|
(152.6
|
)
|
|
(298.6
|
)
|
||||
Loss on early debt extinguishment
|
(20.9
|
)
|
|
|
—
|
|
|
(20.9
|
)
|
|
(29.5
|
)
|
||||
Interest income
|
5.6
|
|
|
|
2.7
|
|
|
8.3
|
|
|
5.7
|
|
||||
Reorganization items, net
|
—
|
|
|
|
(627.2
|
)
|
|
(627.2
|
)
|
|
(159.0
|
)
|
||||
Gain on disposal of reclamation liability
|
31.2
|
|
|
|
—
|
|
|
31.2
|
|
|
—
|
|
||||
Gain on disposal of Burton Mine
|
52.2
|
|
|
|
—
|
|
|
52.2
|
|
|
—
|
|
||||
Break fees related to terminated asset sales
|
28.0
|
|
|
|
—
|
|
|
28.0
|
|
|
—
|
|
||||
Unrealized (losses) gains on economic hedges
|
(23.0
|
)
|
|
|
16.6
|
|
|
(6.4
|
)
|
|
(39.8
|
)
|
||||
Unrealized losses on non-coal trading derivative contracts
|
(1.5
|
)
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
||||
Coal inventory revaluation
|
(67.3
|
)
|
|
|
—
|
|
|
(67.3
|
)
|
|
—
|
|
||||
Take-or-pay contract-based intangible recognition
|
22.5
|
|
|
|
—
|
|
|
22.5
|
|
|
—
|
|
||||
Income tax benefit
|
161.0
|
|
|
|
263.8
|
|
|
424.8
|
|
|
94.5
|
|
||||
Adjusted EBITDA
|
$
|
1,145.3
|
|
|
|
$
|
341.3
|
|
|
$
|
1,486.6
|
|
|
$
|
532.0
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
58
|
|
2017
|
|
2016
|
|
|
|
|
||||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
(Decrease) Increase to
|
|||||||||||||
|
April 2 through December 31
|
|
|
January 1 through April 1
|
|
Year Ended
|
|
Adjusted EBITDA
|
|||||||||||||||
|
|
|
|
December 31
|
|
$
|
|
%
|
|||||||||||||||
|
(Dollars in millions)
|
|
|
||||||||||||||||||||
Powder River Basin Mining
|
$
|
278.8
|
|
|
|
$
|
91.7
|
|
|
$
|
370.5
|
|
|
$
|
379.9
|
|
|
$
|
(9.4
|
)
|
|
(2.5
|
)%
|
Midwestern U.S. Mining
|
124.4
|
|
|
|
50.0
|
|
|
174.4
|
|
|
217.3
|
|
|
(42.9
|
)
|
|
(19.7
|
)%
|
|||||
Western U.S. Mining
|
131.8
|
|
|
|
50.0
|
|
|
181.8
|
|
|
101.6
|
|
|
80.2
|
|
|
78.9
|
%
|
|||||
Australian Metallurgical Mining
|
414.9
|
|
|
|
109.6
|
|
|
524.5
|
|
|
(16.3
|
)
|
|
540.8
|
|
|
3,317.8
|
%
|
|||||
Australian Thermal Mining
|
306.6
|
|
|
|
75.6
|
|
|
382.2
|
|
|
217.6
|
|
|
164.6
|
|
|
75.6
|
%
|
|||||
Trading and Brokerage
|
(6.9
|
)
|
|
|
8.8
|
|
|
1.9
|
|
|
(32.4
|
)
|
|
34.3
|
|
|
105.9
|
%
|
|||||
Corporate and Other
|
(104.3
|
)
|
|
|
(44.4
|
)
|
|
(148.7
|
)
|
|
(335.7
|
)
|
|
187.0
|
|
|
55.7
|
%
|
|||||
Adjusted EBITDA
|
$
|
1,145.3
|
|
|
|
$
|
341.3
|
|
|
$
|
1,486.6
|
|
|
$
|
532.0
|
|
|
$
|
954.6
|
|
|
179.4
|
%
|
Peabody Energy Corporation
|
2017 Form 10-K
|
59
|
|
2017
|
|
2016
|
|
|
|
|
||||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
(Decrease) Increase
|
|||||||||||||
|
April 2 through December 31
|
|
|
January 1 through April 1
|
|
Year Ended
|
|
to Income
|
|||||||||||||||
|
|
|
|
December 31
|
|
$
|
|
%
|
|||||||||||||||
|
(Dollars in millions)
|
|
|
||||||||||||||||||||
Resource management activities
(1)
|
$
|
2.5
|
|
|
|
$
|
2.9
|
|
|
$
|
5.4
|
|
|
$
|
19.0
|
|
|
$
|
(13.6
|
)
|
|
(71.6
|
)%
|
Selling and administrative expenses
(excluding debt restructuring)
|
(105.4
|
)
|
|
|
(37.2
|
)
|
|
(142.6
|
)
|
|
(131.9
|
)
|
|
(10.7
|
)
|
|
(8.1
|
)%
|
|||||
Restructuring charges
|
(7.6
|
)
|
|
|
—
|
|
|
(7.6
|
)
|
|
(15.5
|
)
|
|
7.9
|
|
|
51.0
|
%
|
|||||
Corporate hedging
|
3.2
|
|
|
|
(27.6
|
)
|
|
(24.4
|
)
|
|
(241.0
|
)
|
|
216.6
|
|
|
89.9
|
%
|
|||||
UMWA voluntary employee beneficiary association settlement
|
—
|
|
|
|
—
|
|
|
—
|
|
|
68.1
|
|
|
(68.1
|
)
|
|
(100.0
|
)%
|
|||||
Gain on sale of interest in Dominion Terminal Associates
|
—
|
|
|
|
19.7
|
|
|
19.7
|
|
|
—
|
|
|
19.7
|
|
|
n.m.
|
|
|||||
Other items, net
(2)
|
3.0
|
|
|
|
(2.2
|
)
|
|
0.8
|
|
|
(34.4
|
)
|
|
35.2
|
|
|
102.3
|
%
|
|||||
Corporate and Other Adjusted EBITDA
|
$
|
(104.3
|
)
|
|
|
$
|
(44.4
|
)
|
|
$
|
(148.7
|
)
|
|
$
|
(335.7
|
)
|
|
$
|
187.0
|
|
|
55.7
|
%
|
(1)
|
Includes gains (losses) on certain surplus coal reserve and surface land sales and property management costs and revenues.
|
(2)
|
Includes results from equity affiliates (before the impact of related changes in deferred tax asset valuation allowance and amortization of basis difference), costs associated with post mining activities, certain coal royalty expenses, gains (losses) on certain asset disposals, minimum charges on certain transportation-related contracts and expenses related to our other commercial activities.
|
|
2017
|
2016
|
||||||||||
|
Successor
|
|
|
Predecessor
|
|
Predecessor
|
||||||
|
April 2 through December 31
|
|
|
January 1 through April 1
|
|
Year Ended
|
||||||
|
|
|
|
December 31
|
||||||||
|
(Dollars in millions)
|
|||||||||||
Powder River Basin Mining
|
$
|
(156.6
|
)
|
|
|
$
|
(32.0
|
)
|
|
$
|
(123.4
|
)
|
Midwestern U.S. Mining
|
(105.2
|
)
|
|
|
(13.3
|
)
|
|
(56.2
|
)
|
|||
Western U.S. Mining
|
(87.8
|
)
|
|
|
(23.6
|
)
|
|
(45.2
|
)
|
|||
Australian Metallurgical Mining
|
(100.2
|
)
|
|
|
(20.6
|
)
|
|
(118.7
|
)
|
|||
Australian Thermal Mining
|
(62.3
|
)
|
|
|
(24.0
|
)
|
|
(102.5
|
)
|
|||
Trading and Brokerage
|
(0.2
|
)
|
|
|
—
|
|
|
(0.2
|
)
|
|||
Corporate and Other
|
(9.3
|
)
|
|
|
(6.4
|
)
|
|
(19.2
|
)
|
|||
Total
|
$
|
(521.6
|
)
|
|
|
$
|
(119.9
|
)
|
|
$
|
(465.4
|
)
|
Peabody Energy Corporation
|
2017 Form 10-K
|
60
|
|
2017
|
|
2016
|
|||||||||
|
Successor
|
|
|
Predecessor
|
|
Predecessor
|
||||||
|
April 2 through December 31
|
|
|
January 1 through April 1
|
|
Year Ended December 31
|
||||||
Powder River Basin Mining
|
$
|
0.82
|
|
|
|
$
|
0.69
|
|
|
$
|
0.71
|
|
Midwestern U.S. Mining
|
0.79
|
|
|
|
0.61
|
|
|
0.53
|
|
|||
Western U.S. Mining
|
1.06
|
|
|
|
4.30
|
|
|
0.92
|
|
|||
Australian Metallurgical Mining
|
0.72
|
|
|
|
4.72
|
|
|
4.36
|
|
|||
Australian Thermal Mining
|
0.59
|
|
|
|
2.62
|
|
|
2.53
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
61
|
Peabody Energy Corporation
|
2017 Form 10-K
|
62
|
|
2017
|
|
2016
|
|||||||||
|
Successor
|
|
|
Predecessor
|
|
Predecessor
|
||||||
|
April 2 through December 31
|
|
|
January 1 through April 1
|
|
Year Ended
|
||||||
|
|
|
|
December 31
|
||||||||
|
(Dollars in millions)
|
|||||||||||
Income (loss) from continuing operations, net of income taxes
|
$
|
713.1
|
|
|
|
$
|
(195.5
|
)
|
|
$
|
(663.8
|
)
|
Loss from discontinued operations, net of income taxes
|
(19.8
|
)
|
|
|
(16.2
|
)
|
|
(57.6
|
)
|
|||
Net income (loss)
|
693.3
|
|
|
|
(211.7
|
)
|
|
(721.4
|
)
|
|||
Less: Series A Convertible Preferred Stock dividends
|
179.5
|
|
|
|
—
|
|
|
—
|
|
|||
Less: Net income attributable to noncontrolling interests
|
15.2
|
|
|
|
4.8
|
|
|
7.9
|
|
|||
Net income (loss) attributable to common stockholders
|
$
|
498.6
|
|
|
|
$
|
(216.5
|
)
|
|
$
|
(729.3
|
)
|
|
2017
|
|
2016
|
|||||||||
|
Successor
|
|
|
Predecessor
|
|
Predecessor
|
||||||
|
April 2 through December 31
|
|
|
January 1 through April 1
|
|
Year Ended
|
||||||
|
|
|
|
December 31
|
||||||||
Diluted EPS attributable to common stockholders:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
3.81
|
|
|
|
$
|
(10.93
|
)
|
|
$
|
(36.72
|
)
|
Loss from discontinued operations
|
(0.14
|
)
|
|
|
(0.88
|
)
|
|
(3.15
|
)
|
|||
Net income (loss)
|
$
|
3.67
|
|
|
|
$
|
(11.81
|
)
|
|
$
|
(39.87
|
)
|
Peabody Energy Corporation
|
2017 Form 10-K
|
63
|
|
|
High
|
|
Low
|
|
Average
|
|
December 31, 2016
|
||||||||
Premium HCC
|
|
$
|
300.00
|
|
|
$
|
73.25
|
|
|
$
|
143.24
|
|
|
$
|
230.00
|
|
Premium PCI coal
|
|
$
|
188.65
|
|
|
$
|
65.65
|
|
|
$
|
97.23
|
|
|
$
|
112.10
|
|
Newcastle index thermal coal
|
|
$
|
114.75
|
|
|
$
|
48.80
|
|
|
$
|
65.65
|
|
|
$
|
88.40
|
|
PRB 8,800 Btu/Lb coal
|
|
$
|
12.10
|
|
|
$
|
8.48
|
|
|
$
|
10.19
|
|
|
$
|
12.10
|
|
Illinois Basin 11,500 Btu/Lb coal
|
|
$
|
37.00
|
|
|
$
|
28.50
|
|
|
$
|
31.39
|
|
|
$
|
35.00
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
64
|
|
Predecessor
|
|
|
|
|
||||||
|
Year Ended December 31
|
|
(Decrease) Increase
to Tons Sold
|
||||||||
|
2016
|
|
2015
|
|
Tons
|
|
%
|
||||
|
(Tons in millions)
|
|
|
||||||||
Powder River Basin Mining
|
113.1
|
|
|
138.8
|
|
|
(25.7
|
)
|
|
(18.5
|
)%
|
Midwestern U.S. Mining
|
18.3
|
|
|
21.2
|
|
|
(2.9
|
)
|
|
(13.7
|
)%
|
Western U.S. Mining
|
13.7
|
|
|
17.9
|
|
|
(4.2
|
)
|
|
(23.5
|
)%
|
Australian Metallurgical Mining
|
13.4
|
|
|
15.7
|
|
|
(2.3
|
)
|
|
(14.6
|
)%
|
Australian Thermal Mining
|
21.3
|
|
|
20.1
|
|
|
1.2
|
|
|
6.0
|
%
|
Total tons sold from mining segments
|
179.8
|
|
|
213.7
|
|
|
(33.9
|
)
|
|
(15.9
|
)%
|
Trading and Brokerage
|
7.0
|
|
|
15.1
|
|
|
(8.1
|
)
|
|
(53.6
|
)%
|
Total tons sold
|
186.8
|
|
|
228.8
|
|
|
(42.0
|
)
|
|
(18.4
|
)%
|
|
Predecessor
|
|
|
|
|
|||||||||
|
Year Ended December 31
|
|
(Decrease) Increase
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|||||||
Revenues per Ton - Mining Operations
|
|
|
|
|
|
|
|
|||||||
Powder River Basin
|
$
|
13.02
|
|
|
$
|
13.45
|
|
|
$
|
(0.43
|
)
|
|
(3.2
|
)%
|
Midwestern U.S.
|
43.39
|
|
|
46.18
|
|
|
(2.79
|
)
|
|
(6.0
|
)%
|
|||
Western U.S.
|
38.30
|
|
|
38.09
|
|
|
0.21
|
|
|
0.6
|
%
|
|||
Australian Metallurgical
|
81.41
|
|
|
75.04
|
|
|
6.37
|
|
|
8.5
|
%
|
|||
Australian Thermal
|
38.79
|
|
|
41.00
|
|
|
(2.21
|
)
|
|
(5.4
|
)%
|
|||
Operating Costs per Ton - Mining Operations
(1)
|
|
|
|
|
|
|
|
|||||||
Powder River Basin
|
$
|
9.66
|
|
|
$
|
9.97
|
|
|
$
|
(0.31
|
)
|
|
(3.1
|
)%
|
Midwestern U.S.
|
31.49
|
|
|
33.49
|
|
|
(2.00
|
)
|
|
(6.0
|
)%
|
|||
Western U.S.
|
30.90
|
|
|
27.78
|
|
|
3.12
|
|
|
11.2
|
%
|
|||
Australian Metallurgical
|
82.63
|
|
|
76.20
|
|
|
6.43
|
|
|
8.4
|
%
|
|||
Australian Thermal
|
28.56
|
|
|
31.36
|
|
|
(2.80
|
)
|
|
(8.9
|
)%
|
|||
Adjusted EBITDA Margin per Ton - Mining Operations
(1)
|
|
|
|
|
|
|
|
|||||||
Powder River Basin
|
$
|
3.36
|
|
|
$
|
3.48
|
|
|
$
|
(0.12
|
)
|
|
(3.4
|
)%
|
Midwestern U.S.
|
11.90
|
|
|
12.69
|
|
|
(0.79
|
)
|
|
(6.2
|
)%
|
|||
Western U.S.
|
7.40
|
|
|
10.31
|
|
|
(2.91
|
)
|
|
(28.2
|
)%
|
|||
Australian Metallurgical
|
(1.22
|
)
|
|
(1.16
|
)
|
|
(0.06
|
)
|
|
(5.2
|
)%
|
|||
Australian Thermal
|
10.23
|
|
|
9.64
|
|
|
0.59
|
|
|
6.1
|
%
|
(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. Adjusted EBITDA margin per ton is approximately equivalent to segment Adjusted EBITDA divided by segment tons sold.
|
Peabody Energy Corporation
|
2017 Form 10-K
|
65
|
|
Predecessor
|
|
|
|
|
|||||||||
|
Year Ended December 31
|
|
(Decrease) Increase
to Revenues
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Powder River Basin Mining
|
$
|
1,473.3
|
|
|
$
|
1,865.9
|
|
|
$
|
(392.6
|
)
|
|
(21.0
|
)%
|
Midwestern U.S. Mining
|
792.5
|
|
|
981.2
|
|
|
(188.7
|
)
|
|
(19.2
|
)%
|
|||
Western U.S. Mining
|
526.0
|
|
|
682.3
|
|
|
(156.3
|
)
|
|
(22.9
|
)%
|
|||
Australian Metallurgical Mining
|
1,090.4
|
|
|
1,181.9
|
|
|
(91.5
|
)
|
|
(7.7
|
)%
|
|||
Australian Thermal Mining
|
824.9
|
|
|
823.5
|
|
|
1.4
|
|
|
0.2
|
%
|
|||
Trading and Brokerage
|
28.9
|
|
|
40.6
|
|
|
(11.7
|
)
|
|
(28.8
|
)%
|
|||
Corporate and Other
|
(20.7
|
)
|
|
33.8
|
|
|
(54.5
|
)
|
|
(161.2
|
)%
|
|||
Total revenues
|
$
|
4,715.3
|
|
|
$
|
5,609.2
|
|
|
$
|
(893.9
|
)
|
|
(15.9
|
)%
|
Peabody Energy Corporation
|
2017 Form 10-K
|
66
|
|
Predecessor
|
|
|
|
|
|||||||||
|
Year Ended December 31
|
|
Increase (Decrease) to Income
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Loss from continuing operations, net of income taxes
|
$
|
(663.8
|
)
|
|
$
|
(1,783.2
|
)
|
|
$
|
1,119.4
|
|
|
62.8
|
%
|
Depreciation, depletion and amortization
|
(465.4
|
)
|
|
(572.2
|
)
|
|
106.8
|
|
|
18.7
|
%
|
|||
Asset retirement obligation expenses
|
(41.8
|
)
|
|
(45.5
|
)
|
|
3.7
|
|
|
8.1
|
%
|
|||
Selling and administrative expenses related to debt restructuring
|
(21.5
|
)
|
|
—
|
|
|
(21.5
|
)
|
|
n.m.
|
|
|||
Asset impairment
|
(247.9
|
)
|
|
(1,277.8
|
)
|
|
1,029.9
|
|
|
80.6
|
%
|
|||
Changes in deferred tax asset valuation allowance and amortization of basis difference related to equity affiliates
|
7.5
|
|
|
(3.9
|
)
|
|
11.4
|
|
|
292.3
|
%
|
|||
Interest expense
|
(298.6
|
)
|
|
(465.4
|
)
|
|
166.8
|
|
|
35.8
|
%
|
|||
Loss on early debt extinguishment
|
(29.5
|
)
|
|
(67.8
|
)
|
|
38.3
|
|
|
56.5
|
%
|
|||
Interest income
|
5.7
|
|
|
7.7
|
|
|
(2.0
|
)
|
|
(26.0
|
)%
|
|||
Unrealized (losses) gains on economic hedges
|
(39.8
|
)
|
|
2.2
|
|
|
(42.0
|
)
|
|
(1,909.1
|
)%
|
|||
Reorganization items, net
|
(159.0
|
)
|
|
—
|
|
|
(159.0
|
)
|
|
n.m.
|
|
|||
Income tax benefit
|
94.5
|
|
|
207.1
|
|
|
(112.6
|
)
|
|
(54.4
|
)%
|
|||
Adjusted EBITDA
|
$
|
532.0
|
|
|
$
|
432.4
|
|
|
$
|
99.6
|
|
|
23.0
|
%
|
|
Predecessor
|
|
|
|
|
|||||||||
|
Year Ended December 31
|
|
(Decrease) Increase to
Adjusted EBITDA
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Powder River Basin Mining
|
$
|
379.9
|
|
|
$
|
482.9
|
|
|
$
|
(103.0
|
)
|
|
(21.3
|
)%
|
Midwestern U.S. Mining
|
217.3
|
|
|
269.7
|
|
|
(52.4
|
)
|
|
(19.4
|
)%
|
|||
Western U.S. Mining
|
101.6
|
|
|
184.6
|
|
|
(83.0
|
)
|
|
(45.0
|
)%
|
|||
Australian Metallurgical Mining
|
(16.3
|
)
|
|
(18.2
|
)
|
|
1.9
|
|
|
10.4
|
%
|
|||
Australian Thermal Mining
|
217.6
|
|
|
193.6
|
|
|
24.0
|
|
|
12.4
|
%
|
|||
Trading and Brokerage
|
(32.4
|
)
|
|
24.8
|
|
|
(57.2
|
)
|
|
(230.6
|
)%
|
|||
Corporate and Other
|
(335.7
|
)
|
|
(705.0
|
)
|
|
369.3
|
|
|
52.4
|
%
|
|||
Adjusted EBITDA
|
$
|
532.0
|
|
|
$
|
432.4
|
|
|
$
|
99.6
|
|
|
23.0
|
%
|
Peabody Energy Corporation
|
2017 Form 10-K
|
67
|
|
Predecessor
|
|
|
|
|
|||||||||
|
Year Ended December 31
|
|
(Decrease) Increase
to Income
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Resource management activities
(1)
|
$
|
19.0
|
|
|
$
|
32.2
|
|
|
$
|
(13.2
|
)
|
|
(41.0
|
)%
|
Selling and administrative expenses (excluding debt restructuring)
|
(131.9
|
)
|
|
(176.4
|
)
|
|
44.5
|
|
|
25.2
|
%
|
|||
Restructuring charges
|
(15.5
|
)
|
|
(23.5
|
)
|
|
8.0
|
|
|
34.0
|
%
|
|||
Corporate hedging
|
(241.0
|
)
|
|
(436.8
|
)
|
|
195.8
|
|
|
44.8
|
%
|
|||
UMWA VEBA Settlement
|
68.1
|
|
|
—
|
|
|
68.1
|
|
|
n.m.
|
|
|||
Other items, net
(2)
|
(34.4
|
)
|
|
(100.5
|
)
|
|
66.1
|
|
|
65.8
|
%
|
|||
Corporate and Other Adjusted EBITDA
|
$
|
(335.7
|
)
|
|
$
|
(705.0
|
)
|
|
$
|
369.3
|
|
|
52.4
|
%
|
(1)
|
Includes gains (losses) on certain surplus coal reserve and surface land sales and property management costs and revenues.
|
(2)
|
Includes results from equity affiliates (before the impact of related changes in deferred tax asset valuation allowance and amortization of basis difference), costs associated with post mining activities, certain coal royalty expenses, gains (losses) on certain asset disposals, minimum charges on certain transportation-related contracts and expenses related to our other commercial activities.
|
Peabody Energy Corporation
|
2017 Form 10-K
|
68
|
|
Predecessor
|
|
|
|
|
|||||||||
|
Year Ended December 31
|
|
Increase
|
|||||||||||
|
|
to Income
|
||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Powder River Basin Mining
|
$
|
(123.4
|
)
|
|
$
|
(138.5
|
)
|
|
$
|
15.1
|
|
|
10.9
|
%
|
Midwestern U.S. Mining
|
(56.2
|
)
|
|
(69.0
|
)
|
|
12.8
|
|
|
18.6
|
%
|
|||
Western U.S. Mining
|
(45.2
|
)
|
|
(55.3
|
)
|
|
10.1
|
|
|
18.3
|
%
|
|||
Australian Metallurgical Mining
|
(118.7
|
)
|
|
(178.9
|
)
|
|
60.2
|
|
|
33.7
|
%
|
|||
Australian Thermal Mining
|
(102.5
|
)
|
|
(108.0
|
)
|
|
5.5
|
|
|
5.1
|
%
|
|||
Trading and Brokerage
|
(0.2
|
)
|
|
(0.6
|
)
|
|
0.4
|
|
|
66.7
|
%
|
|||
Corporate and Other
|
(19.2
|
)
|
|
(21.9
|
)
|
|
2.7
|
|
|
12.3
|
%
|
|||
Total
|
$
|
(465.4
|
)
|
|
$
|
(572.2
|
)
|
|
$
|
106.8
|
|
|
18.7
|
%
|
|
Predecessor
|
||||||
|
Year Ended December 31
|
||||||
|
2016
|
|
2015
|
||||
Powder River Basin Mining
|
$
|
0.71
|
|
|
$
|
0.69
|
|
Midwestern U.S. Mining
|
0.53
|
|
|
0.45
|
|
||
Western U.S. Mining
|
0.92
|
|
|
0.93
|
|
||
Australian Metallurgical Mining
|
4.36
|
|
|
5.27
|
|
||
Australian Thermal Mining
|
2.53
|
|
|
2.51
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
69
|
|
Predecessor
|
|
|
|
|
|||||||||
|
Year Ended December 31
|
|
Increase (Decrease)
to Income
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Loss from continuing operations, net of income taxes
|
$
|
(663.8
|
)
|
|
$
|
(1,783.2
|
)
|
|
$
|
1,119.4
|
|
|
62.8
|
%
|
Loss from discontinued operations, net of income taxes
|
(57.6
|
)
|
|
(175.0
|
)
|
|
117.4
|
|
|
67.1
|
%
|
|||
Net loss
|
(721.4
|
)
|
|
(1,958.2
|
)
|
|
1,236.8
|
|
|
63.2
|
%
|
|||
Net income attributable to noncontrolling interests
|
7.9
|
|
|
7.1
|
|
|
(0.8
|
)
|
|
(11.3
|
)%
|
|||
Net loss attributable to common stockholders
|
$
|
(729.3
|
)
|
|
$
|
(1,965.3
|
)
|
|
$
|
1,236.0
|
|
|
62.9
|
%
|
Peabody Energy Corporation
|
2017 Form 10-K
|
70
|
Peabody Energy Corporation
|
2017 Form 10-K
|
71
|
|
December 31,
|
||||||
|
2017
|
|
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, net of original issue discount
|
444.2
|
|
|
—
|
|
||
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
|
76.0
|
|
|
20.1
|
|
||
Less: Debt issuance costs
|
(59.4
|
)
|
|
(70.8
|
)
|
||
|
1,460.8
|
|
|
7,791.4
|
|
||
Less: Current portion of long-term debt
|
42.1
|
|
|
20.2
|
|
||
Less: Liabilities subject to compromise
|
—
|
|
|
7,771.2
|
|
||
Long-term debt
|
$
|
1,418.7
|
|
|
$
|
—
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
72
|
Peabody Energy Corporation
|
2017 Form 10-K
|
73
|
Peabody Energy Corporation
|
2017 Form 10-K
|
74
|
|
Successor
|
Predecessor
|
||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
(Dollars in millions)
|
|||||||||
Net cash provided by (used in) operating activities
|
$
|
797.2
|
|
$
|
214.0
|
|
|
$
|
(52.8
|
)
|
Net cash (used in) provided by investing activities
|
(93.4
|
)
|
15.1
|
|
|
(244.1
|
)
|
|||
Net cash (used in) provided by financing activities
|
(745.4
|
)
|
(47.7
|
)
|
|
907.9
|
|
|||
Net change in cash and cash equivalents
|
(41.6
|
)
|
181.4
|
|
|
611.0
|
|
|||
Cash and cash equivalents at beginning of period
|
1,053.7
|
|
872.3
|
|
|
261.3
|
|
|||
Cash and cash equivalents at end of period
|
$
|
1,012.1
|
|
$
|
1,053.7
|
|
|
$
|
872.3
|
|
|
|
|
|
|
||||||
Net cash provided by (used in) operating activities
|
$
|
797.2
|
|
$
|
214.0
|
|
|
$
|
(52.8
|
)
|
Net cash (used in) provided by investing activities
|
(93.4
|
)
|
15.1
|
|
|
(244.1
|
)
|
|||
Free Cash Flow
|
$
|
703.8
|
|
$
|
229.1
|
|
|
$
|
(296.9
|
)
|
Peabody Energy Corporation
|
2017 Form 10-K
|
75
|
|
Payments Due By Year
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
2 - 3
Years
|
|
4 - 5
Years
|
|
More than
5 Years
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Long-term debt obligations (principal and interest)
(1)
|
$
|
1,914.6
|
|
|
$
|
86.0
|
|
|
$
|
176.3
|
|
|
$
|
1,080.6
|
|
|
$
|
571.7
|
|
Capital lease obligations (principal and interest)
|
86.3
|
|
|
39.9
|
|
|
36.2
|
|
|
1.0
|
|
|
9.2
|
|
|||||
Operating lease obligations
(2)
|
217.6
|
|
|
68.5
|
|
|
86.0
|
|
|
40.2
|
|
|
22.9
|
|
|||||
Unconditional purchase obligations
(3)
|
159.0
|
|
|
41.9
|
|
|
117.1
|
|
|
—
|
|
|
—
|
|
|||||
Coal reserve lease and royalty obligations
|
65.5
|
|
|
6.9
|
|
|
13.2
|
|
|
12.4
|
|
|
33.0
|
|
|||||
Take-or-pay obligations
(4)
|
1,336.5
|
|
|
182.2
|
|
|
288.6
|
|
|
197.8
|
|
|
667.8
|
|
|||||
Other long-term liabilities
(5)
|
3,164.8
|
|
|
234.9
|
|
|
397.4
|
|
|
403.6
|
|
|
2,128.9
|
|
|||||
Total contractual cash obligations
|
$
|
6,944.3
|
|
|
$
|
660.3
|
|
|
$
|
1,114.8
|
|
|
$
|
1,735.6
|
|
|
$
|
3,433.5
|
|
(1)
|
Represents the original contractual maturities of our long-term debt obligations. The related interest on long-term debt was calculated using rates in effect at December 31, 2017 for the remaining contractual term of the outstanding borrowings.
|
(2)
|
Excludes contingent rents. Refer to Note 14. “Leases” to the accompanying consolidated financial statements for additional discussion of contingent rental agreements.
|
(3)
|
We routinely enter into purchase agreements with approved vendors for most types of operating expenses in the ordinary course of business. Our specific open purchase orders (which have not been recognized as a liability) under these purchase agreements, combined with any other open purchase orders, are not material and though they are considered enforceable and legally binding, the related terms generally allow us the option to cancel, reschedule or adjust our requirements based on our business needs prior to the delivery of goods or performance of services. Accordingly, the commitments in the table above relate to orders to suppliers for capital purchases.
|
(4)
|
Represents various short- and long-term take or pay arrangements in Australia and the U.S. associated with rail and port commitments for the delivery of coal, including amounts relating to export facilities.
|
(5)
|
Represents long-term liabilities relating to our postretirement benefit plans, work-related injuries and illnesses, defined benefit pension plans, mine reclamation and end of mine closure costs and exploration obligations. Also includes $9 million of required payments to the VEBA established in connection with Patriot’s bankruptcy, as well as $60 million related to the settlement of the UMWA 1974 Pension Plan Litigation described in Note 4. “Discontinued Operations” to the accompanying consolidated financial statements.
|
Peabody Energy Corporation
|
2017 Form 10-K
|
76
|
Peabody Energy Corporation
|
2017 Form 10-K
|
77
|
Peabody Energy Corporation
|
2017 Form 10-K
|
78
|
Peabody Energy Corporation
|
2017 Form 10-K
|
79
|
|
For Year Ended December 31, 2017
|
||||||
|
One-Percentage-
Point Increase
|
|
One-Percentage-
Point Decrease
|
||||
|
(Dollars in millions)
|
||||||
Health care cost trend rate:
|
|
|
|
||||
Effect on total net periodic postretirement benefit cost
|
$
|
4.8
|
|
|
$
|
(4.4
|
)
|
Effect on total postretirement benefit obligation
|
$
|
69.1
|
|
|
$
|
(60.7
|
)
|
|
For Year Ended December 31, 2017
|
||||||
|
One-Half
Percentage-
Point Increase
|
|
One-Half
Percentage-
Point Decrease
|
||||
|
(Dollars in millions)
|
||||||
Discount rate:
|
|
|
|
||||
Effect on total net periodic postretirement benefit cost
|
$
|
0.5
|
|
|
$
|
(0.5
|
)
|
Effect on total postretirement benefit obligation
|
$
|
(37.3
|
)
|
|
$
|
42.4
|
|
|
For Year Ended December 31, 2017
|
||||||
|
One-Half
Percentage-
Point Increase
|
|
One-Half
Percentage-
Point Decrease
|
||||
|
(Dollars in millions)
|
||||||
Discount rate:
|
|
|
|
||||
Effect on total net periodic pension cost
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
Effect on defined benefit pension plans’ funded status
|
$
|
(44.0
|
)
|
|
$
|
47.4
|
|
|
|
|
|
||||
Expected return on assets:
|
|
|
|
||||
Effect on total net periodic pension cost
|
$
|
(3.8
|
)
|
|
$
|
3.8
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
80
|
Peabody Energy Corporation
|
2017 Form 10-K
|
81
|
Peabody Energy Corporation
|
2017 Form 10-K
|
82
|
Peabody Energy Corporation
|
2017 Form 10-K
|
83
|
/s/ Glenn L. Kellow
|
|
/s/ Amy B. Schwetz
|
|
Glenn L. Kellow
President and Chief Executive Officer
|
|
Amy B. Schwetz
Executive Vice President and Chief Financial Officer
|
Peabody Energy Corporation
|
2017 Form 10-K
|
84
|
Peabody Energy Corporation
|
2017 Form 10-K
|
85
|
|
|
(a)
Number of Securities
to be Issued
upon Exercise of
Outstanding Options,
Warrants and Rights
|
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding
Securities
Reflected in Column
(a))
|
||||
Plan Category
|
|
|
|
|||||||
Equity compensation plans approved by security holders
|
|
24,792
|
|
(1)
|
$
|
—
|
|
(2)
|
10,508,916
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
24,792
|
|
|
$
|
—
|
|
|
10,508,916
|
|
(1)
|
Includes 23,296 shares issuable pursuant to outstanding deferred stock units and 1,496 shares issuable pursuant to outstanding restricted stock units.
|
(2)
|
The weighted-average exercise price shown in the table does not take into account outstanding deferred stock units or restricted stock units.
|
Peabody Energy Corporation
|
2017 Form 10-K
|
86
|
|
Page
|
F-1
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-7
|
|
F-8
|
|
Page
|
F-84
|
Peabody Energy Corporation
|
2017 Form 10-K
|
87
|
|
PEABODY ENERGY CORPORATION
|
|
|
|
/s/ GLENN L. KELLOW
|
|
Glenn L. Kellow
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
||
|
|
|
|
|
||
/s/ GLENN L. KELLOW
|
|
President and Chief Executive Officer,
Director (principal executive officer)
|
|
February 26, 2018
|
||
Glenn L. Kellow
|
|
|
|
|||
|
|
|
|
|
||
/s/ AMY B. SCHWETZ
|
|
Executive Vice President and Chief Financial Officer (principal financial and accounting officer)
|
|
February 26, 2018
|
||
Amy B. Schwetz
|
|
|
|
|||
|
|
|
|
|
||
/s/ NICHOLAS CHIREKOS
|
|
Director
|
|
February 23, 2018
|
||
Nicholas Chirekos
|
|
|
|
|||
|
|
|
|
|
||
/s/ STEPHEN GORMAN
|
|
Director
|
|
February 23, 2018
|
||
Stephen Gorman
|
|
|
|
|||
|
|
|
|
|
||
/s/ JOE LAYMON
|
|
Director
|
|
February 23, 2018
|
||
Joe Laymon
|
|
|
|
|||
|
|
|
|
|
||
/s/ TERESA MADDEN
|
|
Director
|
|
February 23, 2018
|
||
Teresa Madden
|
|
|
|
|||
|
|
|
|
|
||
/s/ ROBERT MALONE
|
|
Chairman
|
|
February 23, 2018
|
||
Robert Malone
|
|
|
|
|||
|
|
|
|
|
||
/s/ KENNETH MOORE
|
|
Director
|
|
February 23, 2018
|
||
Kenneth Moore
|
|
|
|
|||
|
|
|
|
|
||
/s/ MICHAEL SUTHERLIN
|
|
Director
|
|
February 23, 2018
|
||
Michael Sutherlin
|
|
|
|
|||
|
|
|
|
|
||
/s/ SHAUN USMAR
|
|
Director
|
|
February 23, 2018
|
||
Shaun Usmar
|
|
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
88
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
1
|
|
Successor
|
Predecessor
|
||||||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||
|
(Dollars in millions, except per share data)
|
|||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|||||
Sales
|
$
|
3,625.8
|
|
$
|
1,081.4
|
|
|
$
|
4,087.9
|
|
|
$
|
5,138.3
|
|
Other revenues
|
626.8
|
|
244.8
|
|
|
627.4
|
|
|
470.9
|
|
||||
Total revenues
|
4,252.6
|
|
1,326.2
|
|
|
4,715.3
|
|
|
5,609.2
|
|
||||
Costs and expenses
|
|
|
|
|
|
|
|
|||||||
Operating costs and expenses (exclusive of items shown separately below)
|
3,067.9
|
|
963.7
|
|
|
4,107.6
|
|
|
5,007.7
|
|
||||
Depreciation, depletion and amortization
|
521.6
|
|
119.9
|
|
|
465.4
|
|
|
572.2
|
|
||||
Asset retirement obligation expenses
|
41.2
|
|
14.6
|
|
|
41.8
|
|
|
45.5
|
|
||||
Selling and administrative expenses
|
105.4
|
|
37.2
|
|
|
153.4
|
|
|
176.4
|
|
||||
Net mark-to-market adjustment on actuarially determined liabilities
|
(45.2
|
)
|
—
|
|
|
—
|
|
|
—
|
|
||||
Restructuring charges
|
7.6
|
|
—
|
|
|
15.5
|
|
|
23.5
|
|
||||
Other operating income (loss):
|
|
|
|
|
|
|
||||||||
Net gain on disposals
|
(84.0
|
)
|
(22.8
|
)
|
|
(23.2
|
)
|
|
(45.0
|
)
|
||||
Asset impairment
|
—
|
|
30.5
|
|
|
247.9
|
|
|
1,277.8
|
|
||||
(Income) loss from equity affiliates
|
(49.0
|
)
|
(15.0
|
)
|
|
(16.2
|
)
|
|
15.9
|
|
||||
Operating profit (loss)
|
687.1
|
|
198.1
|
|
|
(276.9
|
)
|
|
(1,464.8
|
)
|
||||
Interest expense
|
119.7
|
|
32.9
|
|
|
298.6
|
|
|
465.4
|
|
||||
Loss on early debt extinguishment
|
20.9
|
|
—
|
|
|
29.5
|
|
|
67.8
|
|
||||
Interest income
|
(5.6
|
)
|
(2.7
|
)
|
|
(5.7
|
)
|
|
(7.7
|
)
|
||||
Reorganization items, net
|
—
|
|
627.2
|
|
|
159.0
|
|
|
—
|
|
||||
Income (loss) from continuing operations before income taxes
|
552.1
|
|
(459.3
|
)
|
|
(758.3
|
)
|
|
(1,990.3
|
)
|
||||
Income tax benefit
|
(161.0
|
)
|
(263.8
|
)
|
|
(94.5
|
)
|
|
(207.1
|
)
|
||||
Income (loss) from continuing operations, net of income taxes
|
713.1
|
|
(195.5
|
)
|
|
(663.8
|
)
|
|
(1,783.2
|
)
|
||||
Loss from discontinued operations, net of income taxes
|
(19.8
|
)
|
(16.2
|
)
|
|
(57.6
|
)
|
|
(175.0
|
)
|
||||
Net income (loss)
|
693.3
|
|
(211.7
|
)
|
|
(721.4
|
)
|
|
(1,958.2
|
)
|
||||
Less: Series A Convertible Preferred Stock dividends
|
179.5
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Less: Net income attributable to noncontrolling interests
|
15.2
|
|
4.8
|
|
|
7.9
|
|
|
7.1
|
|
||||
Net income (loss) attributable to common stockholders
|
$
|
498.6
|
|
$
|
(216.5
|
)
|
|
$
|
(729.3
|
)
|
|
$
|
(1,965.3
|
)
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share
|
$
|
3.85
|
|
$
|
(10.93
|
)
|
|
$
|
(36.72
|
)
|
|
$
|
(98.65
|
)
|
Diluted earnings (loss) per share
|
$
|
3.81
|
|
$
|
(10.93
|
)
|
|
$
|
(36.72
|
)
|
|
$
|
(98.65
|
)
|
Net income (loss) attributable to common stockholders
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share
|
$
|
3.70
|
|
$
|
(11.81
|
)
|
|
$
|
(39.87
|
)
|
|
$
|
(108.29
|
)
|
Diluted earnings (loss) per share
|
$
|
3.67
|
|
$
|
(11.81
|
)
|
|
$
|
(39.87
|
)
|
|
$
|
(108.29
|
)
|
|
|
|
|
|
|
|
||||||||
Dividends declared per share
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.075
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
2
|
|
Successor
|
Predecessor
|
||||||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Net income (loss)
|
$
|
693.3
|
|
$
|
(211.7
|
)
|
|
$
|
(721.4
|
)
|
|
$
|
(1,958.2
|
)
|
Other comprehensive income, net of income taxes:
|
|
|
|
|
|
|
||||||||
Net unrealized gains (losses) on cash flow hedges (net of respective tax benefit of $0.0, $0.0, $85.9, and $72.2)
|
|
|
|
|
|
|
||||||||
Decrease in fair value of cash flow hedges
|
—
|
|
—
|
|
|
—
|
|
|
(131.3
|
)
|
||||
Reclassification for realized losses included in net income (loss)
|
—
|
|
18.6
|
|
|
146.3
|
|
|
251.7
|
|
||||
Net unrealized gains on cash flow hedges
|
—
|
|
18.6
|
|
|
146.3
|
|
|
120.4
|
|
||||
Postretirement plans and workers’ compensation obligations (net of respective tax (benefit) provision of $0.0, $0.0, ($1.5), and $36.2)
|
|
|
|
|
|
|
||||||||
Prior service (cost) credit for the period
|
—
|
|
—
|
|
|
(4.5
|
)
|
|
10.4
|
|
||||
Net actuarial (loss) gain for the period
|
—
|
|
—
|
|
|
(13.5
|
)
|
|
18.1
|
|
||||
Amortization of actuarial loss and prior service cost included in net income (loss)
|
—
|
|
4.4
|
|
|
15.4
|
|
|
31.9
|
|
||||
Postretirement plans and workers’ compensation obligations
|
—
|
|
4.4
|
|
|
(2.6
|
)
|
|
60.4
|
|
||||
Foreign currency translation adjustment
|
1.4
|
|
5.5
|
|
|
(1.8
|
)
|
|
(34.9
|
)
|
||||
Other comprehensive income, net of income taxes
|
1.4
|
|
28.5
|
|
|
141.9
|
|
|
145.9
|
|
||||
Comprehensive income (loss)
|
694.7
|
|
(183.2
|
)
|
|
(579.5
|
)
|
|
(1,812.3
|
)
|
||||
Less: Series A Convertible Preferred Stock dividends
|
179.5
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Less: Comprehensive income attributable to noncontrolling interests
|
15.2
|
|
4.8
|
|
|
7.9
|
|
|
7.1
|
|
||||
Comprehensive income (loss) attributable to common stockholders
|
$
|
500.0
|
|
$
|
(188.0
|
)
|
|
$
|
(587.4
|
)
|
|
$
|
(1,819.4
|
)
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
3
|
|
|
Successor
|
Predecessor
|
||||
|
|
December 31,
|
|||||
|
|
2017
|
2016
|
||||
|
|
(Amounts in millions, except per share data)
|
|||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
1,012.1
|
|
$
|
872.3
|
|
Restricted cash
|
|
40.1
|
|
54.3
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $4.6 at December 31, 2017 and $13.1 at December 31, 2016
|
|
552.1
|
|
473.0
|
|
||
Inventories
|
|
291.3
|
|
203.7
|
|
||
Assets from coal trading activities, net
|
|
2.6
|
|
0.7
|
|
||
Other current assets
|
|
291.8
|
|
486.6
|
|
||
Total current assets
|
|
2,190.0
|
|
2,090.6
|
|
||
Property, plant, equipment and mine development, net
|
|
5,111.9
|
|
8,776.7
|
|
||
Restricted cash collateral
|
|
323.1
|
|
529.3
|
|
||
Investments and other assets
|
|
470.6
|
|
381.1
|
|
||
Deferred income taxes
|
|
85.6
|
|
—
|
|
||
Total assets
|
|
$
|
8,181.2
|
|
$
|
11,777.7
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
|
|
||
Current portion of long-term debt
|
|
$
|
42.1
|
|
$
|
20.2
|
|
Liabilities from coal trading activities, net
|
|
11.7
|
|
1.2
|
|
||
Accounts payable and accrued expenses
|
|
1,191.1
|
|
990.4
|
|
||
Total current liabilities
|
|
1,244.9
|
|
1,011.8
|
|
||
Long-term debt, less current portion
|
|
1,418.7
|
|
—
|
|
||
Deferred income taxes
|
|
5.4
|
|
173.9
|
|
||
Asset retirement obligations
|
|
657.0
|
|
717.8
|
|
||
Accrued postretirement benefit costs
|
|
730.0
|
|
756.3
|
|
||
Other noncurrent liabilities
|
|
469.4
|
|
496.2
|
|
||
Total liabilities not subject to compromise
|
|
4,525.4
|
|
3,156.0
|
|
||
Liabilities subject to compromise
|
|
—
|
|
8,440.2
|
|
||
Total liabilities
|
|
4,525.4
|
|
11,596.2
|
|
||
Stockholders’ equity
|
|
|
|
|
|
||
Predecessor Preferred Stock — $0.01 per share par value; 10.0 shares authorized, no shares issued or outstanding as of 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 13.5 shares outstanding as of December 31, 2017
|
|
576.0
|
|
—
|
|
||
Successor Preferred Stock — $0.01 per share par value; 50.0 shares authorized, no shares issued or outstanding as of December 31, 2017
|
|
—
|
|
—
|
|
||
Successor Series Common Stock — $0.01 per share par value; 50.0 shares authorized, no shares issued or outstanding as of December 31, 2017
|
|
—
|
|
—
|
|
||
Successor Common Stock — $0.01 per share par value; 450.0 shares authorized, 111.8 shares issued and 105.2 shares outstanding as of December 31, 2017
|
|
1.0
|
|
—
|
|
||
Additional paid-in capital
|
|
2,590.3
|
|
2,422.0
|
|
||
Treasury stock, at cost — 5.8 Successor common shares as of December 31, 2017 and 0.8 Predecessor common shares as of December 31, 2016
|
|
(175.9
|
)
|
(371.8
|
)
|
||
Retained earnings (accumulated deficit)
|
|
613.6
|
|
(1,399.5
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
1.4
|
|
(477.0
|
)
|
||
Peabody Energy Corporation stockholders’ equity
|
|
3,606.4
|
|
173.9
|
|
||
Noncontrolling interests
|
|
49.4
|
|
7.6
|
|
||
Total stockholders’ equity
|
|
3,655.8
|
|
181.5
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
8,181.2
|
|
$
|
11,777.7
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
4
|
|
Successor
|
Predecessor
|
||||||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss)
|
$
|
693.3
|
|
$
|
(211.7
|
)
|
|
$
|
(721.4
|
)
|
|
$
|
(1,958.2
|
)
|
Loss from discontinued operations, net of income taxes
|
19.8
|
|
16.2
|
|
|
57.6
|
|
|
175.0
|
|
||||
Income (loss) from continuing operations, net of income taxes
|
713.1
|
|
(195.5
|
)
|
|
(663.8
|
)
|
|
(1,783.2
|
)
|
||||
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
|
521.6
|
|
119.9
|
|
|
465.4
|
|
|
572.2
|
|
||||
Noncash coal inventory revaluation
|
67.3
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Noncash interest expense including loss on early extinguishment of debt
|
34.0
|
|
0.5
|
|
|
61.3
|
|
|
30.6
|
|
||||
Deferred income taxes
|
(99.6
|
)
|
(262.3
|
)
|
|
(97.0
|
)
|
|
(138.3
|
)
|
||||
Noncash share-based compensation
|
21.8
|
|
1.9
|
|
|
12.8
|
|
|
28.2
|
|
||||
Asset impairment
|
—
|
|
30.5
|
|
|
247.9
|
|
|
1,277.8
|
|
||||
Net gain on disposals
|
(84.0
|
)
|
(22.8
|
)
|
|
(23.2
|
)
|
|
(45.0
|
)
|
||||
(Income) loss from equity affiliates
|
(49.0
|
)
|
(15.0
|
)
|
|
(16.2
|
)
|
|
15.9
|
|
||||
Gain on voluntary employee beneficiary association settlement
|
—
|
|
—
|
|
|
(68.1
|
)
|
|
—
|
|
||||
Foreign currency option contracts
|
(0.8
|
)
|
—
|
|
|
—
|
|
|
—
|
|
||||
Reclassification from other comprehensive earnings for terminated hedge contracts
|
—
|
|
27.6
|
|
|
125.2
|
|
|
—
|
|
||||
Settlement of hedge positions
|
—
|
|
—
|
|
|
(25.0
|
)
|
|
(14.9
|
)
|
||||
Noncash reorganization items, net
|
—
|
|
569.3
|
|
|
90.9
|
|
|
—
|
|
||||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||||
Accounts receivable
|
(240.1
|
)
|
159.3
|
|
|
(101.3
|
)
|
|
188.0
|
|
||||
Change in receivable from accounts receivable securitization program
|
—
|
|
—
|
|
|
(168.5
|
)
|
|
138.5
|
|
||||
Inventories
|
(36.8
|
)
|
(47.2
|
)
|
|
104.0
|
|
|
96.2
|
|
||||
Net assets from coal trading activities
|
9.1
|
|
(0.5
|
)
|
|
8.5
|
|
|
(27.3
|
)
|
||||
Other current assets
|
(51.2
|
)
|
0.1
|
|
|
(24.4
|
)
|
|
14.8
|
|
||||
Accounts payable and accrued expenses
|
(169.5
|
)
|
(54.8
|
)
|
|
156.5
|
|
|
(381.7
|
)
|
||||
Restricted cash
|
274.2
|
|
(94.1
|
)
|
|
(125.7
|
)
|
|
—
|
|
||||
Asset retirement obligations
|
12.1
|
|
10.2
|
|
|
13.1
|
|
|
23.9
|
|
||||
Workers’ compensation obligations
|
(1.1
|
)
|
(3.1
|
)
|
|
(0.4
|
)
|
|
(4.2
|
)
|
||||
Postretirement benefit obligations
|
(19.8
|
)
|
0.8
|
|
|
6.3
|
|
|
18.7
|
|
||||
Pension obligations
|
(55.4
|
)
|
5.4
|
|
|
21.7
|
|
|
29.6
|
|
||||
Take-or-pay obligation settlement
|
—
|
|
(5.5
|
)
|
|
(15.5
|
)
|
|
—
|
|
||||
Other, net
|
(29.9
|
)
|
(2.5
|
)
|
|
(7.4
|
)
|
|
(20.9
|
)
|
||||
Net cash provided by (used in) continuing operations
|
816.0
|
|
222.2
|
|
|
(22.9
|
)
|
|
18.9
|
|
||||
Net cash used in discontinued operations
|
(18.8
|
)
|
(8.2
|
)
|
|
(29.9
|
)
|
|
(33.3
|
)
|
||||
Net cash provided by (used in) operating activities
|
797.2
|
|
214.0
|
|
|
(52.8
|
)
|
|
(14.4
|
)
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
5
|
|
Successor
|
Predecessor
|
||||||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Cash Flows From Investing Activities
|
|
|
|
|
|
|
||||||||
Additions to property, plant, equipment and mine development
|
(166.6
|
)
|
(32.8
|
)
|
|
(126.6
|
)
|
|
(126.8
|
)
|
||||
Changes in accrued expenses related to capital expenditures
|
16.2
|
|
(1.4
|
)
|
|
(6.1
|
)
|
|
(9.2
|
)
|
||||
Federal coal lease expenditures
|
—
|
|
(0.5
|
)
|
|
(249.0
|
)
|
|
(277.2
|
)
|
||||
Proceeds from disposal of assets
|
17.9
|
|
24.3
|
|
|
144.4
|
|
|
70.4
|
|
||||
Purchases of debt and equity securities
|
—
|
|
—
|
|
|
—
|
|
|
(28.8
|
)
|
||||
Proceeds from sales and maturities of debt and equity securities
|
—
|
|
—
|
|
|
—
|
|
|
90.3
|
|
||||
Contributions to joint ventures
|
(305.8
|
)
|
(95.4
|
)
|
|
(309.5
|
)
|
|
(425.4
|
)
|
||||
Distributions from joint ventures
|
307.0
|
|
90.5
|
|
|
312.4
|
|
|
422.6
|
|
||||
Advances to related parties
|
(3.0
|
)
|
(0.4
|
)
|
|
(40.4
|
)
|
|
(3.7
|
)
|
||||
Repayment of loans from related parties
|
51.3
|
|
31.1
|
|
|
40.6
|
|
|
0.9
|
|
||||
Other, net
|
(10.4
|
)
|
(0.3
|
)
|
|
(9.9
|
)
|
|
(3.1
|
)
|
||||
Net cash (used in) provided by investing activities
|
(93.4
|
)
|
15.1
|
|
|
(244.1
|
)
|
|
(290.0
|
)
|
||||
Cash Flows From Financing Activities
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from long-term debt
|
$
|
—
|
|
$
|
1,000.0
|
|
|
$
|
1,458.4
|
|
|
$
|
975.7
|
|
Successor Notes issuance proceeds into escrow
|
—
|
|
(1,000.0
|
)
|
|
—
|
|
|
—
|
|
||||
Repayments of long-term debt
|
(541.8
|
)
|
(2.1
|
)
|
|
(513.7
|
)
|
|
(671.3
|
)
|
||||
Payment of deferred financing costs
|
(10.8
|
)
|
(45.4
|
)
|
|
(31.0
|
)
|
|
(28.7
|
)
|
||||
Common stock repurchases
|
(175.7
|
)
|
—
|
|
|
—
|
|
|
—
|
|
||||
Dividends paid
|
—
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
||||
Distributions to noncontrolling interests
|
(16.7
|
)
|
(0.1
|
)
|
|
(1.9
|
)
|
|
(6.3
|
)
|
||||
Other, net
|
(0.4
|
)
|
(0.1
|
)
|
|
(3.9
|
)
|
|
(0.3
|
)
|
||||
Net cash (used in) provided by financing activities
|
(745.4
|
)
|
(47.7
|
)
|
|
907.9
|
|
|
267.7
|
|
||||
Net change in cash and cash equivalents
|
(41.6
|
)
|
181.4
|
|
|
611.0
|
|
|
(36.7
|
)
|
||||
Cash and cash equivalents at beginning of year
|
1,053.7
|
|
872.3
|
|
|
261.3
|
|
|
298.0
|
|
||||
Cash and cash equivalents at end of year
|
$
|
1,012.1
|
|
$
|
1,053.7
|
|
|
$
|
872.3
|
|
|
$
|
261.3
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
6
|
|
Peabody Energy Corporation Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||
|
Series A Convertible Preferred Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings (Accumulated Deficit)
|
|
Accumulated
Other
Comprehensive (Loss) Income
|
|
Noncontrolling
Interests
|
|
Total
Stockholders’
Equity
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
December 31, 2014 - Predecessor
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
2,386.0
|
|
|
$
|
(467.1
|
)
|
|
$
|
1,373.0
|
|
|
$
|
(764.8
|
)
|
|
$
|
1.7
|
|
|
$
|
2,529.0
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,965.3
|
)
|
|
—
|
|
|
7.1
|
|
|
(1,958.2
|
)
|
||||||||
Net change in unrealized losses on available-for-sale securities (net of $0.1 tax benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net unrealized gains on cash flow hedges (net of $72.2 tax provision)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120.4
|
|
|
—
|
|
|
120.4
|
|
||||||||
Postretirement plans and workers’ compensation obligations (net of $36.2 tax provision)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60.4
|
|
|
—
|
|
|
60.4
|
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34.9
|
)
|
|
—
|
|
|
(34.9
|
)
|
||||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
||||||||
Share-based compensation for equity-classified awards
|
—
|
|
|
—
|
|
|
26.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26.2
|
|
||||||||
Employee stock purchases
|
—
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
||||||||
Defined contribution plan share contribution
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
97.5
|
|
|
(76.5
|
)
|
|
—
|
|
|
—
|
|
|
19.6
|
|
||||||||
Purchase of interest of noncontrolling stockholders
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(4.0
|
)
|
||||||||
Repurchase of employee common stock relinquished for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
||||||||
Consolidation of noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
1.6
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|
(6.3
|
)
|
||||||||
Dividend payable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
(2.0
|
)
|
||||||||
December 31, 2015 - Predecessor
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
2,410.7
|
|
|
$
|
(371.7
|
)
|
|
$
|
(670.2
|
)
|
|
$
|
(618.9
|
)
|
|
$
|
1.6
|
|
|
$
|
751.7
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(729.3
|
)
|
|
—
|
|
|
7.9
|
|
|
(721.4
|
)
|
||||||||
Net unrealized gains on cash flow hedges (net of $85.9 tax provision)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146.3
|
|
|
—
|
|
|
146.3
|
|
||||||||
Postretirement plans and workers’ compensation obligations (net of $1.5 tax benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
(1.8
|
)
|
||||||||
Share-based compensation for equity-classified awards
|
—
|
|
|
—
|
|
|
11.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.3
|
|
||||||||
Repurchase of employee common stock relinquished for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
(1.9
|
)
|
||||||||
December 31, 2016 - Predecessor
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
2,422.0
|
|
|
$
|
(371.8
|
)
|
|
$
|
(1,399.5
|
)
|
|
$
|
(477.0
|
)
|
|
$
|
7.6
|
|
|
$
|
181.5
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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 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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
678.1
|
|
|
—
|
|
|
15.2
|
|
|
693.3
|
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
||||||||
Warrant conversions
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Series A Convertible Preferred Stock conversions
|
(748.2
|
)
|
|
0.2
|
|
|
796.7
|
|
|
—
|
|
|
(48.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Series A Convertible Preferred Stock dividends
|
18.8
|
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
(15.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation for equity-classified awards
|
—
|
|
|
—
|
|
|
21.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.8
|
|
||||||||
Common stock repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
(175.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(175.7
|
)
|
||||||||
Repurchase of employee common stock relinquished for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.7
|
)
|
|
(16.7
|
)
|
||||||||
December 31, 2017 - Successor
|
$
|
576.0
|
|
|
$
|
1.0
|
|
|
$
|
2,590.3
|
|
|
$
|
(175.9
|
)
|
|
$
|
613.6
|
|
|
$
|
1.4
|
|
|
$
|
49.4
|
|
|
$
|
3,655.8
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
7
|
(1)
|
Summary of Significant Accounting Policies
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
8
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
9
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
10
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
11
|
|
|
|
Years
|
Building and improvements
|
|
|
2 to 28
|
Machinery and equipment
|
|
|
2 to 28
|
Leasehold improvements
|
|
|
Shorter of Useful Life or Remaining Life of Lease
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
12
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
13
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
14
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
15
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
16
|
(2)
|
Emergence from the Chapter 11 Cases and Fresh Start Reporting
|
•
|
Series A Convertible 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
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
17
|
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) 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 4. “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.
|
|
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
18
|
•
|
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.
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
19
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
20
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
21
|
•
|
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
$675.0 million
of posted but undrawn letters of credit and approximately
$947.0 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.
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
22
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
23
|
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
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
24
|
(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
|
)
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
25
|
(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 the 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. “Current and 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 25. “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.
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
26
|
(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. “Intangible Contract Assets and Liabilities.”
|
(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 11. “Income Taxes.”
|
(q)
|
Represents the fair value adjustment related to the Company’s asset retirement obligations which was calculated using DCF 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.
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
27
|
(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
|
||||||
|
January 1 through
April 1, 2017
|
|
Year Ended December 31, 2016
|
||||
|
(Dollars in millions)
|
||||||
Gain on settlement of claims (per above)
|
$
|
(3,031.2
|
)
|
|
$
|
—
|
|
Fresh start adjustments, net (per above)
|
3,363.1
|
|
|
—
|
|
||
Fresh start income tax adjustments, net
|
253.9
|
|
|
—
|
|
||
Loss on termination of derivative contracts
|
—
|
|
|
75.2
|
|
||
Professional fees
|
42.5
|
|
|
88.4
|
|
||
Accounts payable settlement gains
|
(0.7
|
)
|
|
(1.8
|
)
|
||
Interest income
|
(0.4
|
)
|
|
(1.8
|
)
|
||
Other
|
—
|
|
|
(1.0
|
)
|
||
Reorganization items, net
|
$
|
627.2
|
|
|
$
|
159.0
|
|
|
|
|
|
||||
Cash paid for “Reorganization items, net”
|
$
|
45.8
|
|
|
$
|
68.1
|
|
(3)
|
Asset Impairment
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
28
|
|
|
Predecessor
|
||||||||||
|
|
Reportable Segment
|
|
|
||||||||
|
|
Australian Metallurgical
Mining
|
|
Corporate
and Other
|
|
Consolidated
|
||||||
|
|
(Dollars in millions)
|
||||||||||
Asset impairment charges
|
|
$
|
193.2
|
|
|
$
|
54.7
|
|
|
$
|
247.9
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
29
|
|
|
Predecessor
|
||||||||||||||||||
|
|
Reportable Segment
|
|
|
||||||||||||||||
|
|
Australian Metallurgical
Mining
|
|
Australian Thermal Mining
|
|
Midwestern
U.S. Mining
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||
Asset impairment charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-lived assets
|
|
$
|
675.2
|
|
|
$
|
17.5
|
|
|
$
|
40.2
|
|
|
$
|
268.4
|
|
|
$
|
1,001.3
|
|
Equity method investment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
276.5
|
|
|
276.5
|
|
|||||
Total
|
|
$
|
675.2
|
|
|
$
|
17.5
|
|
|
$
|
40.2
|
|
|
$
|
544.9
|
|
|
$
|
1,277.8
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
30
|
(4)
|
Discontinued Operations
|
|
|
Successor
|
Predecessor
|
||||||||||||
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||
|
|
(Dollars in millions)
|
|||||||||||||
Loss from discontinued operations before income taxes
|
|
$
|
(19.8
|
)
|
$
|
(16.2
|
)
|
|
$
|
(57.6
|
)
|
|
$
|
(182.2
|
)
|
Income tax benefit
|
|
—
|
|
—
|
|
|
—
|
|
|
7.2
|
|
||||
Loss from discontinued operations, net of income taxes
|
|
$
|
(19.8
|
)
|
$
|
(16.2
|
)
|
|
$
|
(57.6
|
)
|
|
$
|
(175.0
|
)
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
31
|
|
Successor
|
Predecessor
|
||||
|
December 31, 2017
|
December 31, 2016
|
||||
|
(Dollars in millions)
|
|||||
Assets:
|
|
|
||||
Other current assets
|
$
|
0.3
|
|
$
|
0.2
|
|
Investments and other assets
|
—
|
|
15.9
|
|
||
Total assets classified as discontinued operations
|
$
|
0.3
|
|
$
|
16.1
|
|
|
|
|
||||
Liabilities:
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
70.6
|
|
$
|
55.9
|
|
Other noncurrent liabilities
|
170.0
|
|
198.5
|
|
||
Liabilities subject to compromise
|
—
|
|
20.9
|
|
||
Total liabilities classified as discontinued operations
|
$
|
240.6
|
|
$
|
275.3
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
32
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
33
|
(5)
|
Inventories
|
|
Successor
|
Predecessor
|
||||
|
December 31, 2017
|
December 31, 2016
|
||||
|
(Dollars in millions)
|
|||||
Materials and supplies
|
$
|
101.5
|
|
$
|
104.5
|
|
Raw coal
|
78.1
|
|
29.6
|
|
||
Saleable coal
|
111.7
|
|
69.6
|
|
||
Inventories
|
$
|
291.3
|
|
$
|
203.7
|
|
(6)
|
Investments
|
|
Successor
|
Predecessor
|
|
Successor
|
Predecessor
|
||||||||||||||||
|
Book Value at
|
|
(Income) Loss from Equity Affiliates
|
||||||||||||||||||
|
December 31, 2017
|
December 31, 2016
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||
Equity method investment and financing receivables related to Middlemount
|
$
|
82.1
|
|
$
|
84.8
|
|
|
$
|
(48.6
|
)
|
$
|
(17.4
|
)
|
|
$
|
(22.6
|
)
|
|
$
|
7.0
|
|
Other equity method investments
|
1.7
|
|
0.5
|
|
|
(0.4
|
)
|
2.4
|
|
|
6.4
|
|
|
8.9
|
|
||||||
Total equity method investments and financing receivables related to Middlemount
|
$
|
83.8
|
|
$
|
85.3
|
|
|
$
|
(49.0
|
)
|
$
|
(15.0
|
)
|
|
$
|
(16.2
|
)
|
|
$
|
15.9
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
34
|
(7)
|
Derivatives and Fair Value Measurements
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
35
|
|
|
|
|
Successor
|
||||||||||
|
|
|
|
April 2 through December 31, 2017
|
||||||||||
|
|
Income Statement Classification
|
|
Total gain recognized in income
|
|
Gain realized in income on derivatives
|
|
Unrealized loss recognized in income on derivatives
|
||||||
Financial Instrument
|
|
|
|
|
||||||||||
|
|
|
|
(Dollars in millions)
|
||||||||||
Foreign currency option contracts
|
|
Operating costs and expenses
|
|
$
|
1.8
|
|
|
$
|
3.3
|
|
|
$
|
(1.5
|
)
|
Total
|
|
|
|
$
|
1.8
|
|
|
$
|
3.3
|
|
|
$
|
(1.5
|
)
|
|
|
|
|
Predecessor
|
||||||
|
|
|
|
January 1 through April 1, 2017
|
||||||
|
|
Income Statement Classification
|
|
Total loss recognized in income
|
|
Loss reclassified from other comprehensive loss into income
|
||||
Financial Instrument
|
|
|
|
|||||||
|
|
|
|
(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
|
||||||||||
|
|
|
|
Year Ended December 31, 2016
|
||||||||||
|
|
Income Statement Classification
|
|
Total realized loss recognized in income
|
|
Loss
reclassified
from other
comprehensive
income into
income
(effective
portion)
(1)
|
|
(Loss) gain
reclassified
from other
comprehensive
income into
income
(ineffective
portion)
|
||||||
Financial Instrument
|
|
|
|
|
||||||||||
|
|
|
|
(Dollars in millions)
|
||||||||||
Commodity swap contracts
|
|
Operating costs and expenses
|
|
$
|
(98.0
|
)
|
|
$
|
(86.1
|
)
|
|
$
|
(11.9
|
)
|
Commodity swap contracts
|
|
Reorganization items, net
|
|
(38.8
|
)
|
|
—
|
|
|
(38.8
|
)
|
|||
Foreign currency forward contracts
|
|
Operating costs and expenses
|
|
(142.9
|
)
|
|
(145.6
|
)
|
|
2.7
|
|
|||
Foreign currency forward contracts
|
|
Reorganization items, net
|
|
(36.4
|
)
|
|
—
|
|
|
(36.4
|
)
|
|||
Total
|
|
|
|
$
|
(316.1
|
)
|
|
$
|
(231.7
|
)
|
|
$
|
(84.4
|
)
|
(1)
|
Includes the reclassification from "Accumulated other comprehensive loss" into earnings of
$13.6 million
and
$9.0 million
of previously unrecognized losses on foreign currency and fuel contracts, respectively, monetized in the first quarter of 2016.
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
36
|
|
|
|
|
Predecessor
|
||||||||||
|
|
|
|
Year Ended December 31, 2015
|
||||||||||
|
|
Income Statement Classification
|
|
Loss
recognized in
other
comprehensive
income on
derivative
(effective portion)
|
|
Loss
reclassified
from other
comprehensive
income into
income
(effective
portion)
(1)
|
|
Gain
reclassified
from other
comprehensive
income into
income
(ineffective
portion)
|
||||||
Financial Instrument
|
|
|
|
|
||||||||||
|
|
|
|
(Dollars in millions)
|
||||||||||
Commodity swap contracts
|
|
Operating costs and expenses
|
|
$
|
(77.0
|
)
|
|
$
|
(122.0
|
)
|
|
$
|
1.6
|
|
Foreign currency forward contracts
|
|
Operating costs and expenses
|
|
(122.0
|
)
|
|
(316.4
|
)
|
|
—
|
|
|||
Total
|
|
|
|
$
|
(199.0
|
)
|
|
$
|
(438.4
|
)
|
|
$
|
1.6
|
|
(1)
|
Includes the reclassification from "Accumulated other comprehensive loss" into earnings of
$14.9 million
of previously unrecognized gains on foreign currency cash flow hedge contracts monetized in the fourth quarter of 2012.
|
|
Successor
|
||||||||||||||
|
December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Foreign currency option contracts
|
$
|
—
|
|
|
$
|
4.2
|
|
|
$
|
—
|
|
|
$
|
4.2
|
|
Total net financial assets
|
$
|
—
|
|
|
$
|
4.2
|
|
|
$
|
—
|
|
|
$
|
4.2
|
|
•
|
Commodity swap contracts: valued based on a valuation that is corroborated by the use of market-based pricing (Level 2) except when credit and non-performance risk is considered to be a significant input, then the Company classifies such contracts as Level 3.
|
•
|
Foreign currency forward and option contracts: valued utilizing inputs obtained in quoted public markets (Level 2) except when credit and non-performance risk is considered to be a significant input, then the Company classifies such contracts as Level 3.
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
37
|
|
|
Predecessor
|
||||||||||
|
|
December 31, 2016
|
||||||||||
|
|
Commodity Contracts
|
|
Foreign Currency Contracts
|
|
Total
|
||||||
|
(Dollars in millions)
|
|||||||||||
Beginning of period
|
|
$
|
123.7
|
|
|
$
|
200.7
|
|
|
$
|
324.4
|
|
Total net losses realized/unrealized:
|
|
|
|
|
|
|
||||||
Included in earnings
|
|
15.7
|
|
|
(48.0
|
)
|
|
(32.3
|
)
|
|||
Settlements / terminations
|
|
(139.4
|
)
|
|
(152.7
|
)
|
|
(292.1
|
)
|
|||
End of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Cash and cash equivalents, restricted cash, accounts receivable, including those within the Company’s accounts receivable securitization program, notes receivable and accounts payable have carrying values which approximate fair value due to the short maturity or the liquid nature of these instruments.
|
•
|
Long-term debt fair value estimates are based on observed prices for securities with an active trading market when available (Level 2), and otherwise on estimated borrowing rates to discount the cash flows to their present value (Level 3).
|
|
Successor
|
||||||
|
December 31, 2017
|
||||||
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||
|
(Dollars in millions)
|
||||||
Current and Long-term debt
|
$
|
1,460.8
|
|
|
$
|
1,547.4
|
|
(8)
|
Coal Trading
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
38
|
|
|
Successor
|
Predecessor
|
||||||||||||
Trading Revenues by Type of Instrument
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||
|
|
(Dollars in millions)
|
|||||||||||||
Futures, swaps and options
|
|
$
|
(37.7
|
)
|
$
|
(10.2
|
)
|
|
$
|
(66.5
|
)
|
|
$
|
107.3
|
|
Physical purchase/sale contracts
|
|
71.3
|
|
25.2
|
|
|
95.4
|
|
|
(66.7
|
)
|
||||
Total trading revenues
|
|
$
|
33.6
|
|
$
|
15.0
|
|
|
$
|
28.9
|
|
|
$
|
40.6
|
|
Affected line item in the consolidated balance sheets
|
|
Gross Amounts of Recognized Assets (Liabilities)
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Variation margin posted
(1)
|
|
Net Amounts of Assets (Liabilities) Presented in the Consolidated Balance Sheets
|
||||||||
|
|
(Dollars in millions)
|
||||||||||||||
|
|
Successor
|
||||||||||||||
|
|
Fair Value as of December 31, 2017
|
||||||||||||||
Assets from coal trading activities, net
|
|
$
|
77.1
|
|
|
$
|
(74.5
|
)
|
|
$
|
—
|
|
|
$
|
2.6
|
|
Liabilities from coal trading activities, net
|
|
(122.0
|
)
|
|
74.5
|
|
|
35.8
|
|
|
(11.7
|
)
|
||||
Total, net
|
|
$
|
(44.9
|
)
|
|
$
|
—
|
|
|
$
|
35.8
|
|
|
$
|
(9.1
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
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 December 31,
2017
and
2016
, respectively, related to cash flow hedges.
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
39
|
|
Successor
|
||||||||||||||
|
December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Futures, swaps and options
|
$
|
(3.0
|
)
|
|
$
|
(4.2
|
)
|
|
$
|
—
|
|
|
$
|
(7.2
|
)
|
Physical purchase/sale contracts
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
(1.9
|
)
|
||||
Total net financial liabilities
|
$
|
(3.0
|
)
|
|
$
|
(6.1
|
)
|
|
$
|
—
|
|
|
$
|
(9.1
|
)
|
|
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.
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
40
|
|
Successor
|
Predecessor
|
||||||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Beginning of period
|
$
|
(0.7
|
)
|
$
|
(1.1
|
)
|
|
$
|
(15.6
|
)
|
|
$
|
2.1
|
|
Transfers into Level 3
|
—
|
|
—
|
|
|
5.3
|
|
|
(4.4
|
)
|
||||
Transfers out of Level 3
|
0.7
|
|
0.2
|
|
|
(0.4
|
)
|
|
—
|
|
||||
Total gains realized/unrealized:
|
|
|
|
|
|
|
||||||||
Included in earnings
|
—
|
|
0.2
|
|
|
(2.4
|
)
|
|
(10.1
|
)
|
||||
Purchases
|
—
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
||||
Sales
|
—
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Settlements
|
—
|
|
—
|
|
|
12.0
|
|
|
(2.6
|
)
|
||||
End of period
|
$
|
—
|
|
$
|
(0.7
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(15.6
|
)
|
|
Successor
|
Predecessor
|
||||||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Changes in unrealized gains (losses)
(1)
|
$
|
—
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
(6.2
|
)
|
(1)
|
Within the consolidated statements of operations and consolidated statements of comprehensive income for the periods presented, unrealized gains and losses from Level 3 items are combined with unrealized gains and losses on positions classified in Level 1 or 2, as well as other positions that have been realized during the applicable periods.
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
41
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
42
|
(9)
|
Intangible Contract Assets and Liabilities
|
|
Successor
|
||||||||||
|
December 31, 2017
|
||||||||||
|
(Dollars in millions)
|
||||||||||
|
Assets
|
|
Liabilities
|
|
Net Total
|
||||||
Coal supply agreements
|
$
|
177.2
|
|
|
$
|
(42.7
|
)
|
|
$
|
134.5
|
|
Take-or-pay contracts
|
—
|
|
|
(106.1
|
)
|
|
(106.1
|
)
|
|||
Total
|
$
|
177.2
|
|
|
$
|
(148.8
|
)
|
|
$
|
28.4
|
|
|
|
|
|
|
|
||||||
Balance sheet classification:
|
|
|
|
|
|
||||||
Investments and other assets
|
$
|
177.2
|
|
|
$
|
—
|
|
|
$
|
177.2
|
|
Accounts payable and accrued expenses
|
—
|
|
|
(42.0
|
)
|
|
(42.0
|
)
|
|||
Other noncurrent liabilities
|
—
|
|
|
(106.8
|
)
|
|
(106.8
|
)
|
|||
Total
|
$
|
177.2
|
|
|
$
|
(148.8
|
)
|
|
$
|
28.4
|
|
|
Successor
|
Predecessor
|
||||
|
December 31, 2017
|
December 31, 2016
|
||||
|
(Dollars in millions)
|
|||||
Land and coal interests
|
$
|
3,890.5
|
|
$
|
10,330.8
|
|
Buildings and improvements
|
470.6
|
|
1,507.6
|
|
||
Machinery and equipment
|
1,149.3
|
|
2,130.2
|
|
||
Less: Accumulated depreciation, depletion and amortization
|
(398.5
|
)
|
(5,191.9
|
)
|
||
Property, plant, equipment and mine development, net
|
$
|
5,111.9
|
|
$
|
8,776.7
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
43
|
(11)
|
Income Taxes
|
|
Successor
|
Predecessor
|
||||||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
U.S.
|
$
|
10.4
|
|
$
|
2,408.7
|
|
|
$
|
(49.7
|
)
|
|
$
|
(515.9
|
)
|
Non-U.S.
|
541.7
|
|
(2,868.0
|
)
|
|
(708.6
|
)
|
|
(1,474.4
|
)
|
||||
Total
|
$
|
552.1
|
|
$
|
(459.3
|
)
|
|
$
|
(758.3
|
)
|
|
$
|
(1,990.3
|
)
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
44
|
|
Successor
|
Predecessor
|
||||||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Current:
|
|
|
|
|
|
|
|
|
|
|||||
U.S. federal
|
$
|
(101.4
|
)
|
$
|
(3.1
|
)
|
|
$
|
(12.4
|
)
|
|
$
|
(71.9
|
)
|
Non-U.S.
|
40.4
|
|
8.3
|
|
|
14.4
|
|
|
3.7
|
|
||||
State
|
(0.4
|
)
|
(6.7
|
)
|
|
0.5
|
|
|
(0.6
|
)
|
||||
Total current
|
(61.4
|
)
|
(1.5
|
)
|
|
2.5
|
|
|
(68.8
|
)
|
||||
Deferred:
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. federal
|
(85.1
|
)
|
(101.0
|
)
|
|
(82.1
|
)
|
|
(117.4
|
)
|
||||
Non-U.S.
|
(14.5
|
)
|
(160.4
|
)
|
|
(12.8
|
)
|
|
(15.0
|
)
|
||||
State
|
—
|
|
(0.9
|
)
|
|
(2.1
|
)
|
|
(5.9
|
)
|
||||
Total deferred
|
(99.6
|
)
|
(262.3
|
)
|
|
(97.0
|
)
|
|
(138.3
|
)
|
||||
Total income tax benefit
|
$
|
(161.0
|
)
|
$
|
(263.8
|
)
|
|
$
|
(94.5
|
)
|
|
$
|
(207.1
|
)
|
|
Successor
|
Predecessor
|
||||||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Expected income tax expense (benefit) at U.S. federal statutory rate
|
$
|
193.2
|
|
$
|
(160.8
|
)
|
|
$
|
(265.4
|
)
|
|
$
|
(696.6
|
)
|
Changes in valuation allowance, income tax
|
(744.9
|
)
|
(777.2
|
)
|
|
2,453.9
|
|
|
452.9
|
|
||||
Remeasurement due to the Tax Cuts and Jobs Act
|
473.5
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Reorganization costs
|
—
|
|
2,130.0
|
|
|
29.6
|
|
|
—
|
|
||||
Bad debt deduction
|
—
|
|
(1,639.6
|
)
|
|
—
|
|
|
—
|
|
||||
Worthless partnership
|
—
|
|
—
|
|
|
(2,204.4
|
)
|
|
—
|
|
||||
Changes in tax reserves
|
7.2
|
|
(9.2
|
)
|
|
2.3
|
|
|
(21.4
|
)
|
||||
Excess depletion
|
(40.4
|
)
|
(11.2
|
)
|
|
(37.2
|
)
|
|
(53.7
|
)
|
||||
Foreign earnings provision differential
|
(26.3
|
)
|
158.2
|
|
|
27.5
|
|
|
146.5
|
|
||||
General business tax credits
|
(0.2
|
)
|
(0.1
|
)
|
|
(14.2
|
)
|
|
(15.7
|
)
|
||||
Remeasurement of foreign income tax accounts
|
(0.3
|
)
|
9.4
|
|
|
(2.0
|
)
|
|
(22.1
|
)
|
||||
State income taxes, net of federal tax benefit
|
(3.1
|
)
|
40.6
|
|
|
(90.2
|
)
|
|
(20.1
|
)
|
||||
Other, net
|
(19.7
|
)
|
(3.9
|
)
|
|
5.6
|
|
|
23.1
|
|
||||
Total income tax benefit
|
$
|
(161.0
|
)
|
$
|
(263.8
|
)
|
|
$
|
(94.5
|
)
|
|
$
|
(207.1
|
)
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
45
|
•
|
One-time tax on deferred foreign earnings: The Company does not have any undistributed earnings from its foreign subsidiaries and is not impacted by the one-time transition tax.
|
•
|
Repeal of the corporate AMT system: Existing AMT credits as of December 31, 2017 will be refunded over the next four years. The refund may or may not be subject to an IRS budget sequestration reduction rate of approximately
7%
. The Company has determined that it will receive a refund of existing AMT credits of approximately
$84.9 million
after an estimated sequestration reduction of
$6.4 million
. The valuation allowance previously recorded against these credits has been released and a tax benefit of
$84.9 million
was recorded as a component of income tax expense from continuing operations. The Company’s accounting policy regarding the balance sheet presentation of the credits is to continue to reflect the balance as a deferred tax asset until a return is filed claiming the credit, at which time the amount will be presented as a tax receivable.
|
•
|
Remeasurement of deferred tax assets and liabilities: Deferred tax assets and liabilities attributable to the U.S. were remeasured from
35%
to the reduced tax rate of
21%
. The Company recorded a provision amount of
$473.5 million
and an offsetting valuation allowance adjustment for the remeasurement. The Company is still analyzing certain aspects of the Act and refining the calculation, which could potentially affect the measurement of these balances. Filing of both U.S. and foreign tax returns for the 2017 tax years is required to complete the analysis.
|
•
|
Elimination of executive compensation exemptions: The Act made major changes to the
$1 million
limit on deductible compensation paid to certain “covered” employees. The Act eliminated exemptions for qualified performance based compensation and compensation paid after termination and expanded the number of employees to which the limit applies. The Company recorded a provisional amount of
$0.5 million
and an offsetting valuation allowance adjustment for the impact of these changes. This amount is equal to the elimination of deferred tax assets associated with deferred compensation amounts that will likely exceed the
$1 million
limit when paid. The Act contains transitional rules, the implementation of which is not entirely clear at this time. The Company is still analyzing related aspects of the Act including the impact of the transitional rules. The provisional amount detailed above may change when further guidance is released that addresses these rules.
|
•
|
Changes to international taxation: The Act modifies various aspects of international taxation and the application of these changes to the current foreign tax credit system is unclear. These rules are complex and require further clarity through the issuance of regulations and final technical interpretation. The Company has a deferred tax asset of
$1.6 million
relating to FTCs that carry a full valuation allowance. Depending on the final interpretation of the new Act, it may be more likely than not that realization of a portion of the credits may occur. The Company has determined that a reasonable estimate cannot be made at this time. Information needed to complete the analysis is as follows: (i) final technical analysis of the new tax law and (ii) finalization of necessary calculations, including an assessment on how these new provisions will impact the utilization of these credits in the future.
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
46
|
|
Successor
|
Predecessor
|
||||
|
December 31, 2017
|
December 31, 2016
|
||||
|
(Dollars in millions)
|
|||||
Deferred tax assets:
|
|
|
|
|
||
Tax loss carryforwards and credits
|
$
|
2,068.0
|
|
$
|
4,284.4
|
|
Property, plant, equipment and mine development, principally due to differences in depreciation, depletion and asset impairments
|
463.8
|
|
424.4
|
|
||
Accrued postretirement benefit obligations
|
194.2
|
|
364.5
|
|
||
Asset retirement obligations
|
30.6
|
|
163.6
|
|
||
Financial guarantees
|
2.0
|
|
77.9
|
|
||
Employee benefits
|
25.3
|
|
57.0
|
|
||
Take or pay obligations
|
27.2
|
|
—
|
|
||
Hedge activities
|
10.5
|
|
21.0
|
|
||
Investments and other assets
|
137.2
|
|
—
|
|
||
Workers’ compensation obligations
|
6.4
|
|
7.5
|
|
||
Other
|
16.1
|
|
2.1
|
|
||
Total gross deferred tax assets
|
2,981.3
|
|
5,402.4
|
|
||
Valuation allowance, income tax
|
(2,432.5
|
)
|
(4,037.5
|
)
|
||
Total deferred tax assets
|
548.8
|
|
1,364.9
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||
Property, plant, equipment and mine development, principally due to differences in depreciation, depletion and asset impairments
|
353.3
|
|
1,324.8
|
|
||
Unamortized discount on Convertible Junior Subordinated Debentures
|
—
|
|
127.7
|
|
||
Coal supply agreements
|
29.6
|
|
—
|
|
||
Investments and other assets
|
85.7
|
|
86.3
|
|
||
Total deferred tax liabilities
|
468.6
|
|
1,538.8
|
|
||
Net deferred tax asset (liability)
|
$
|
80.2
|
|
$
|
(173.9
|
)
|
Deferred taxes are classified as follows:
|
|
|
|
|
||
Noncurrent deferred income tax asset
|
$
|
85.6
|
|
$
|
—
|
|
Noncurrent deferred income tax liability
|
(5.4
|
)
|
(173.9
|
)
|
||
Net deferred tax asset (liability)
|
$
|
80.2
|
|
$
|
(173.9
|
)
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
47
|
|
Successor
|
Predecessor
|
||||
|
December 31, 2017
|
December 31, 2016
|
||||
|
(Dollars in millions)
|
|||||
Deferred income taxes
|
$
|
10.9
|
|
$
|
8.9
|
|
Other noncurrent liabilities
|
1.8
|
|
11.2
|
|
||
Net unrecognized tax benefits
|
$
|
12.7
|
|
$
|
20.1
|
|
Gross unrecognized tax benefits
|
$
|
12.7
|
|
$
|
20.1
|
|
|
Successor
|
Predecessor
|
||||||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Balance at beginning of period
|
$
|
12.5
|
|
$
|
20.1
|
|
|
$
|
22.9
|
|
|
$
|
44.5
|
|
Additions for current year tax positions
|
0.8
|
|
—
|
|
|
1.5
|
|
|
2.3
|
|
||||
Reductions for prior year tax positions
|
(0.5
|
)
|
(7.6
|
)
|
|
(2.8
|
)
|
|
(23.5
|
)
|
||||
Reductions for settlements with tax authorities
|
(0.1
|
)
|
—
|
|
|
(1.5
|
)
|
|
(0.4
|
)
|
||||
Balance at end of period
|
$
|
12.7
|
|
$
|
12.5
|
|
|
$
|
20.1
|
|
|
$
|
22.9
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
48
|
|
Successor
|
Predecessor
|
||||||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
U.S. — federal
|
$
|
(11.2
|
)
|
$
|
—
|
|
|
$
|
(56.5
|
)
|
|
$
|
(38.1
|
)
|
U.S. — state and local
|
—
|
|
—
|
|
|
1.4
|
|
|
0.4
|
|
||||
Non-U.S.
|
10.4
|
|
5.5
|
|
|
15.0
|
|
|
11.9
|
|
||||
Total income tax (refunds) payments, net
|
$
|
(0.8
|
)
|
$
|
5.5
|
|
|
$
|
(40.1
|
)
|
|
$
|
(25.8
|
)
|
(12)
|
Accounts Payable and Accrued Expenses
|
|
Successor
|
Predecessor
|
||||
|
December 31, 2017
|
December 31, 2016
|
||||
|
(Dollars in millions)
|
|||||
Trade accounts payable
|
$
|
388.0
|
|
$
|
288.6
|
|
Accrued payroll and related benefits
|
239.7
|
|
201.2
|
|
||
Other accrued expenses
|
225.3
|
|
190.1
|
|
||
Accrued taxes other than income
|
111.7
|
|
119.6
|
|
||
Accrued royalties
|
67.4
|
|
62.8
|
|
||
Asset retirement obligations
|
34.1
|
|
41.0
|
|
||
Income taxes payable
|
20.6
|
|
6.2
|
|
||
Accrued interest
|
15.5
|
|
1.2
|
|
||
Accrued health care insurance
|
10.6
|
|
16.0
|
|
||
Workers’ compensation obligations
|
7.6
|
|
7.8
|
|
||
Liabilities associated with discontinued operations
|
70.6
|
|
55.9
|
|
||
Accounts payable and accrued expenses
|
$
|
1,191.1
|
|
$
|
990.4
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
49
|
(13)
|
Current and Long-term Debt
|
|
Successor
|
Predecessor
|
||||
|
December 31, 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, net of original issue discount
|
444.2
|
|
—
|
|
||
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
|
76.0
|
|
20.1
|
|
||
Less: Debt issuance costs
|
(59.4
|
)
|
(70.8
|
)
|
||
|
1,460.8
|
|
7,791.4
|
|
||
Less: Current portion of long-term debt
|
42.1
|
|
20.2
|
|
||
Less: Liabilities subject to compromise
|
—
|
|
7,771.2
|
|
||
Long-term debt
|
$
|
1,418.7
|
|
$
|
—
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
50
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
51
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
52
|
(14)
|
Leases
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
53
|
|
|
Capital
Leases
|
|
Operating
Leases
|
|
Coal Lease
and
Royalty
Obligations
|
||||||
Year Ending December 31,
|
|
|
|
|||||||||
|
|
(Dollars in millions)
|
||||||||||
2018
|
|
$
|
39.9
|
|
|
$
|
68.5
|
|
|
$
|
6.9
|
|
2019
|
|
28.1
|
|
|
46.7
|
|
|
6.7
|
|
|||
2020
|
|
8.1
|
|
|
39.3
|
|
|
6.5
|
|
|||
2021
|
|
0.5
|
|
|
29.0
|
|
|
6.3
|
|
|||
2022
|
|
0.5
|
|
|
11.2
|
|
|
6.1
|
|
|||
2023 and thereafter
|
|
9.2
|
|
|
22.9
|
|
|
33.0
|
|
|||
Total minimum lease payments
|
|
86.3
|
|
|
$
|
217.6
|
|
|
$
|
65.5
|
|
|
Less interest
|
|
10.3
|
|
|
|
|
|
|
|
|||
Present value of minimum capital lease payments
|
|
$
|
76.0
|
|
|
|
|
|
|
|
(15)
|
Asset Retirement Obligations
|
|
Successor
|
Predecessor
|
||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
(Dollars in millions)
|
|||||||||
Balance at beginning of period
|
$
|
664.2
|
|
$
|
758.8
|
|
|
$
|
712.1
|
|
Liabilities settled or disposed
|
(65.2
|
)
|
(2.7
|
)
|
|
(41.5
|
)
|
|||
Accretion expense
|
32.6
|
|
12.5
|
|
|
45.7
|
|
|||
Revisions to estimates
|
59.5
|
|
(104.4
|
)
|
|
42.5
|
|
|||
Balance at end of period
|
$
|
691.1
|
|
$
|
664.2
|
|
|
$
|
758.8
|
|
Less: Current portion (included in “Accounts payable and accrued expenses”)
|
34.1
|
|
31.1
|
|
|
41.0
|
|
|||
Noncurrent obligation (included in “Asset retirement obligations”)
|
$
|
657.0
|
|
$
|
633.1
|
|
|
$
|
717.8
|
|
Balance at end of period — active locations
|
$
|
612.9
|
|
$
|
540.1
|
|
|
$
|
634.8
|
|
Balance at end of period — closed or inactive locations
|
$
|
78.2
|
|
$
|
124.1
|
|
|
$
|
124.0
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
54
|
(16)
|
Postretirement Health Care and Life Insurance Benefits
|
|
Successor
|
Predecessor
|
||||||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Service cost for benefits earned
|
$
|
6.9
|
|
$
|
2.3
|
|
|
$
|
10.4
|
|
|
$
|
11.2
|
|
Interest cost on accumulated postretirement benefit obligation
|
24.2
|
|
8.4
|
|
|
34.5
|
|
|
33.8
|
|
||||
Amortization of prior service credit
|
—
|
|
(2.3
|
)
|
|
(9.2
|
)
|
|
(6.8
|
)
|
||||
Amortization of actuarial loss
|
—
|
|
5.5
|
|
|
20.4
|
|
|
24.9
|
|
||||
Net actuarial gain
|
(22.0
|
)
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic postretirement benefit cost
|
$
|
9.1
|
|
$
|
13.9
|
|
|
$
|
56.1
|
|
|
$
|
63.1
|
|
|
Predecessor
|
||||||||||
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
(Dollars in millions)
|
||||||||||
Net actuarial loss (gain) arising during year
|
$
|
—
|
|
|
$
|
32.3
|
|
|
$
|
(35.1
|
)
|
Amortization:
|
|
|
|
|
|
|
|
|
|||
Actuarial loss
|
(5.5
|
)
|
|
(20.4
|
)
|
|
(24.9
|
)
|
|||
Prior service credit
|
2.3
|
|
|
9.2
|
|
|
6.8
|
|
|||
Settlement related to the Patriot bankruptcy:
|
|
|
|
|
|
||||||
Prior service credit (cost)
|
—
|
|
|
7.2
|
|
|
(16.6
|
)
|
|||
Total recorded in “Accumulated other comprehensive income (loss)”
|
$
|
(3.2
|
)
|
|
$
|
28.3
|
|
|
$
|
(69.8
|
)
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
55
|
|
Successor
|
Predecessor
|
||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
(Dollars in millions)
|
|||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
||||
Accumulated postretirement benefit obligation at beginning of period
|
$
|
803.1
|
|
$
|
812.1
|
|
|
$
|
776.1
|
|
Service cost
|
6.9
|
|
2.3
|
|
|
10.4
|
|
|||
Interest cost
|
24.2
|
|
8.4
|
|
|
34.5
|
|
|||
Participant contributions
|
0.4
|
|
0.2
|
|
|
0.6
|
|
|||
Plan changes
|
—
|
|
—
|
|
|
7.2
|
|
|||
Benefits paid
|
(29.3
|
)
|
(12.8
|
)
|
|
(49.0
|
)
|
|||
Actuarial (gain) loss
|
(22.0
|
)
|
—
|
|
|
32.3
|
|
|||
Fresh start reporting adjustments
|
—
|
|
(7.1
|
)
|
|
—
|
|
|||
Accumulated postretirement benefit obligation at end of period
|
783.3
|
|
803.1
|
|
|
812.1
|
|
|||
Change in plan assets:
|
|
|
|
|
|
|
|
|||
Fair value of plan assets at beginning of period
|
—
|
|
—
|
|
|
—
|
|
|||
Employer contributions
|
28.9
|
|
12.6
|
|
|
48.4
|
|
|||
Participant contributions
|
0.4
|
|
0.2
|
|
|
0.6
|
|
|||
Benefits paid and administrative fees (net of Medicare Part D reimbursements)
|
(29.3
|
)
|
(12.8
|
)
|
|
(49.0
|
)
|
|||
Fair value of plan assets at end of period
|
—
|
|
—
|
|
|
—
|
|
|||
Funded status at end of period
|
(783.3
|
)
|
(803.1
|
)
|
|
(812.1
|
)
|
|||
Less: Current portion (included in “Accounts payable and accrued expenses”)
|
53.3
|
|
56.1
|
|
|
55.8
|
|
|||
Noncurrent obligation (included in “Accrued postretirement benefit costs”)
|
$
|
(730.0
|
)
|
$
|
(747.0
|
)
|
|
$
|
(756.3
|
)
|
|
Successor
|
Predecessor
|
||
|
December 31,
|
|||
|
2017
|
2016
|
||
Discount rate
|
3.70
|
%
|
4.15
|
%
|
Measurement date
|
December 31, 2017
|
|
December 31, 2016
|
|
|
Successor
|
Predecessor
|
||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||
|
||||||||||
Discount rate
|
4.10
|
%
|
4.15
|
%
|
|
4.50
|
%
|
|
4.10
|
%
|
Measurement date
|
April 1, 2017
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
56
|
|
Successor
|
Predecessor
|
||
|
Year Ended December 31, 2017
|
Year Ended December 31, 2016
|
||
Pre-Medicare:
|
|
|
||
Health care cost trend rate assumed for next year
|
7.00
|
%
|
6.20
|
%
|
Rate to which the cost trend is assumed to decline (the ultimate trend rate)
|
4.75
|
%
|
4.75
|
%
|
Year that the rate reaches the ultimate trend rate
|
2023
|
|
2021
|
|
|
|
|
||
Post-Medicare:
|
|
|
||
Health care cost trend rate assumed for next year
|
6.50
|
%
|
5.60
|
%
|
Rate to which the cost trend is assumed to decline (the ultimate trend rate)
|
4.75
|
%
|
4.75
|
%
|
Year that the rate reaches the ultimate trend rate
|
2023
|
|
2021
|
|
|
One Percentage-
Point Increase
|
|
One Percentage-
Point Decrease
|
||||
|
(Dollars in millions)
|
||||||
Effect on total service and interest cost components
|
$
|
3.2
|
|
|
$
|
(2.9
|
)
|
Effect on total postretirement benefit obligation
|
$
|
69.1
|
|
|
$
|
(60.7
|
)
|
|
Postretirement
|
||
|
Benefits
|
||
|
(Dollars in millions)
|
||
2018
|
$
|
52.2
|
|
2019
|
53.5
|
|
|
2020
|
55.9
|
|
|
2021
|
57.6
|
|
|
2022
|
56.9
|
|
|
Years 2023-2027
|
266.4
|
|
(17)
|
Pension and Savings Plans
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
57
|
|
Successor
|
Predecessor
|
||||||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Service cost for benefits earned
|
$
|
1.6
|
|
$
|
0.6
|
|
|
$
|
2.5
|
|
|
$
|
2.7
|
|
Interest cost on projected benefit obligation
|
28.0
|
|
9.7
|
|
|
41.5
|
|
|
40.4
|
|
||||
Expected return on plan assets
|
(33.5
|
)
|
(11.0
|
)
|
|
(45.3
|
)
|
|
(48.2
|
)
|
||||
Amortization of prior service cost
|
—
|
|
0.1
|
|
|
0.3
|
|
|
1.0
|
|
||||
Amortization of net actuarial losses
|
—
|
|
6.3
|
|
|
24.7
|
|
|
39.6
|
|
||||
Settlement charge
|
2.1
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net actuarial gain
|
(23.5
|
)
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic pension (benefit) cost
|
$
|
(25.3
|
)
|
$
|
5.7
|
|
|
$
|
23.7
|
|
|
$
|
35.5
|
|
|
Predecessor
|
||||||||||
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
(Dollars in millions)
|
||||||||||
Net actuarial loss arising during period
|
$
|
—
|
|
|
$
|
6.6
|
|
|
$
|
30.6
|
|
Amortization:
|
|
|
|
|
|
|
|
|
|||
Net actuarial loss
|
(6.3
|
)
|
|
(24.7
|
)
|
|
(39.6
|
)
|
|||
Prior service cost
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(1.0
|
)
|
|||
Total recorded in “Accumulated other comprehensive income (loss)”
|
$
|
(6.4
|
)
|
|
$
|
(18.4
|
)
|
|
$
|
(10.0
|
)
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
58
|
|
Successor
|
Predecessor
|
||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
(Dollars in millions)
|
|||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
||||
Projected benefit obligation at beginning of period
|
$
|
936.4
|
|
$
|
959.3
|
|
|
$
|
939.3
|
|
Service cost
|
1.6
|
|
0.6
|
|
|
2.5
|
|
|||
Interest cost
|
28.0
|
|
9.7
|
|
|
41.5
|
|
|||
Benefits paid
|
(45.3
|
)
|
(15.0
|
)
|
|
(61.1
|
)
|
|||
Actuarial loss
|
25.3
|
|
—
|
|
|
37.1
|
|
|||
Settlement
|
(71.4
|
)
|
—
|
|
|
—
|
|
|||
Fresh start reporting adjustments
|
—
|
|
(18.2
|
)
|
|
—
|
|
|||
Projected benefit obligation at end of period
|
874.6
|
|
936.4
|
|
|
959.3
|
|
|||
Change in plan assets:
|
|
|
|
|
|
|
|
|||
Fair value of plan assets at beginning of period
|
783.1
|
|
773.0
|
|
|
757.3
|
|
|||
Actual return on plan assets
|
80.1
|
|
25.1
|
|
|
75.7
|
|
|||
Employer contributions
|
30.1
|
|
—
|
|
|
1.1
|
|
|||
Benefits paid
|
(45.3
|
)
|
(15.0
|
)
|
|
(61.1
|
)
|
|||
Settlement
|
(71.4
|
)
|
—
|
|
|
—
|
|
|||
Fair value of plan assets at end of period
|
776.6
|
|
783.1
|
|
|
773.0
|
|
|||
Funded status at end of period
|
$
|
(98.0
|
)
|
$
|
(153.3
|
)
|
|
$
|
(186.3
|
)
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
|
|
|
|||
Noncurrent obligation (included in “Other noncurrent liabilities”)
|
$
|
(98.0
|
)
|
$
|
(153.3
|
)
|
|
$
|
(163.5
|
)
|
Liabilities subject to compromise
|
—
|
|
—
|
|
|
(22.8
|
)
|
|||
Net amount recognized
|
$
|
(98.0
|
)
|
$
|
(153.3
|
)
|
|
$
|
(186.3
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||
|
April 2 through December 31, 2017
|
|
|
January 1 through April 1, 2017
|
Year Ended December 31, 2016
|
Year Ended December 31, 2015
|
||||
|
|
|
||||||||
Discount rate
|
4.10
|
%
|
|
|
4.15
|
%
|
4.55
|
%
|
4.15
|
%
|
Expected long-term return on plan assets
|
5.90
|
%
|
|
|
5.90
|
%
|
6.00
|
%
|
6.25
|
%
|
Measurement date
|
April 1, 2017
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
59
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
60
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
61
|
|
Successor
|
||||||||||||||
|
December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Mutual funds
|
$
|
108.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
108.0
|
|
Corporate bonds
|
—
|
|
|
291.1
|
|
|
—
|
|
|
291.1
|
|
||||
U.S. government securities
|
7.5
|
|
|
21.8
|
|
|
—
|
|
|
29.3
|
|
||||
International government securities
|
—
|
|
|
17.7
|
|
|
—
|
|
|
17.7
|
|
||||
Cash funds
|
30.8
|
|
|
—
|
|
|
—
|
|
|
30.8
|
|
||||
Real estate investment trusts
|
—
|
|
|
—
|
|
|
11.8
|
|
|
11.8
|
|
||||
Total assets at fair value
|
$
|
146.3
|
|
|
$
|
330.6
|
|
|
$
|
11.8
|
|
|
488.7
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assets measured at net asset value practical expedient
(1)
|
|
|
|
|
|
|
|
||||||||
Private mutual funds
|
|
|
|
|
|
|
180.4
|
|
|||||||
Common collective trusts
|
|
|
|
|
|
|
107.5
|
|
|||||||
|
|
|
|
|
|
|
287.9
|
|
|||||||
Total plan assets
|
|
|
|
|
|
|
$
|
776.6
|
|
|
Predecessor
|
||||||||||||||
|
December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Mutual funds
|
$
|
119.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
119.9
|
|
Corporate bonds
|
—
|
|
|
265.7
|
|
|
—
|
|
|
265.7
|
|
||||
U.S. government securities
|
25.1
|
|
|
22.7
|
|
|
—
|
|
|
47.8
|
|
||||
International government securities
|
—
|
|
|
12.6
|
|
|
—
|
|
|
12.6
|
|
||||
Cash funds
|
17.8
|
|
|
—
|
|
|
—
|
|
|
17.8
|
|
||||
Real estate investment trusts
|
—
|
|
|
—
|
|
|
14.1
|
|
|
14.1
|
|
||||
Total assets at fair value
|
$
|
162.8
|
|
|
$
|
301.0
|
|
|
$
|
14.1
|
|
|
477.9
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assets measured at net asset value practical expedient
(1)
|
|
|
|
|
|
|
|
||||||||
Private mutual funds
|
|
|
|
|
|
|
186.1
|
|
|||||||
Common collective trusts
|
|
|
|
|
|
|
109.0
|
|
|||||||
|
|
|
|
|
|
|
295.1
|
|
|||||||
Total plan assets
|
|
|
|
|
|
|
$
|
773.0
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
62
|
|
Successor
|
Predecessor
|
||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
(Dollars in millions)
|
|||||||||
Balance, beginning of period
|
$
|
13.8
|
|
$
|
14.1
|
|
|
$
|
23.0
|
|
Realized gains
|
—
|
|
0.6
|
|
|
1.8
|
|
|||
Unrealized gains (losses) relating to investments still held at the reporting date
|
2.2
|
|
(0.6
|
)
|
|
0.2
|
|
|||
Purchases, sales and settlements, net
|
(4.2
|
)
|
(0.3
|
)
|
|
(10.9
|
)
|
|||
Balance, end of period
|
$
|
11.8
|
|
$
|
13.8
|
|
|
$
|
14.1
|
|
|
Successor
|
||
|
Pension Benefits
|
||
|
(Dollars in millions)
|
||
2018
|
$
|
57.2
|
|
2019
|
57.2
|
|
|
2020
|
58.6
|
|
|
2021
|
59.5
|
|
|
2022
|
58.9
|
|
|
Years 2023-2027
|
280.1
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
63
|
(18)
|
Stockholders’ Equity
|
|
Successor
|
|
|
April 2 through December 31, 2017
|
|
|
(In millions)
|
|
Shares outstanding at the beginning of the period
|
70.9
|
|
Shares issued for preferred share conversions
|
33.8
|
|
Shares issued for warrant conversions
|
6.2
|
|
Shares issued for vested restricted stock units
|
0.1
|
|
Shares repurchased
|
(5.8
|
)
|
Shares outstanding at the end of the period
|
105.2
|
|
|
Successor
|
|
|
April 2 through December 31, 2017
|
|
|
(In millions)
|
|
Shares outstanding at the beginning of the period
|
30.0
|
|
Shares converted to Common Stock
|
(17.2
|
)
|
Shares issued for payable in-kind preferred stock dividends
|
0.7
|
|
Shares outstanding at the end of the period
|
13.5
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
64
|
(19)
|
Share-Based Compensation
|
|
Successor
|
||
|
April 2 through December 31, 2017
|
||
|
(Dollars in millions)
|
||
Share-based compensation expense - equity classified awards
|
$
|
21.8
|
|
Share-based compensation expense - liability classified awards
|
—
|
|
|
Total share-based compensation expense
|
21.8
|
|
|
Tax benefit
|
—
|
|
|
Share-based compensation expense, net of tax benefit
|
$
|
21.8
|
|
|
|
||
Cash received upon the exercise of stock options and from employee stock purchases
|
—
|
|
|
Write-off tax benefits related to share-based compensation
|
—
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
65
|
|
Successor
|
|||||
|
April 2 through December 31, 2017
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||
Nonvested at April 2, 2017
|
—
|
|
|
$
|
—
|
|
Granted
|
3,618,309
|
|
|
22.04
|
|
|
Vested
|
(29,555
|
)
|
|
22.03
|
|
|
Forfeited
|
(74,801
|
)
|
|
22.03
|
|
|
Nonvested at December 31, 2017
|
3,513,953
|
|
|
$
|
22.04
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
66
|
|
Predecessor
|
||||||||||
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
(Dollars in millions)
|
||||||||||
Share-based compensation expense - equity classified awards
|
$
|
1.9
|
|
|
$
|
11.3
|
|
|
$
|
26.2
|
|
Share-based compensation expense - liability classified awards
|
—
|
|
|
1.5
|
|
|
2.0
|
|
|||
Total share-based compensation expense
|
1.9
|
|
|
12.8
|
|
|
28.2
|
|
|||
Tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|||
Share-based compensation expense, net of tax benefit
|
$
|
1.9
|
|
|
$
|
12.8
|
|
|
$
|
28.2
|
|
|
|
|
|
|
|
||||||
Cash received upon the exercise of stock options and from employee stock purchases
|
—
|
|
|
—
|
|
|
3.4
|
|
|||
Write-off tax benefits related to share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
(20)
|
Accumulated Other Comprehensive Income (Loss)
|
|
Foreign
Currency
Translation
Adjustment
|
|
Net
Actuarial Loss
Associated with
Postretirement
Plans and
Workers’
Compensation
Obligations
|
|
Prior Service
Credit (Cost) Associated
with
Postretirement
Plans
|
|
Cash Flow
Hedges
|
|
Total
Accumulated
Other
Comprehensive Income (Loss)
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Predecessor Company
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2014
|
$
|
(111.5
|
)
|
|
$
|
(317.5
|
)
|
|
$
|
25.1
|
|
|
$
|
(360.9
|
)
|
|
$
|
(764.8
|
)
|
Net change in fair value
|
—
|
|
|
—
|
|
|
—
|
|
|
(131.3
|
)
|
|
(131.3
|
)
|
|||||
Reclassification from other comprehensive income to earnings
|
—
|
|
|
35.6
|
|
|
(3.7
|
)
|
|
251.7
|
|
|
283.6
|
|
|||||
Current period change
|
(34.9
|
)
|
|
18.1
|
|
|
10.4
|
|
|
—
|
|
|
(6.4
|
)
|
|||||
December 31, 2015
|
(146.4
|
)
|
|
(263.8
|
)
|
|
31.8
|
|
|
(240.5
|
)
|
|
(618.9
|
)
|
|||||
Reclassification from other comprehensive income to earnings
|
—
|
|
|
21.0
|
|
|
(5.6
|
)
|
|
146.3
|
|
|
161.7
|
|
|||||
Current period change
|
(1.8
|
)
|
|
(13.5
|
)
|
|
(4.5
|
)
|
|
—
|
|
|
(19.8
|
)
|
|||||
December 31, 2016
|
(148.2
|
)
|
|
(256.3
|
)
|
|
21.7
|
|
|
(94.2
|
)
|
|
(477.0
|
)
|
|||||
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
|
1.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|||||
December 31, 2017
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
67
|
|
|
Amount reclassified from accumulated other comprehensive income (loss)
(1)
|
|
|
||||||||
|
|
Predecessor
|
|
|
||||||||
Details about accumulated other comprehensive loss components
|
|
January 1 through April 1, 2017
|
Year Ended December 31, 2016
|
Year Ended December 31, 2015
|
|
Affected line item in the consolidated statement of operations
|
||||||
|
(Dollars in millions)
|
|
|
|||||||||
Net actuarial loss associated with postretirement plans and workers’ compensation obligations:
|
|
|
|
|
|
|
||||||
Postretirement health care and life insurance benefits
|
|
$
|
(5.5
|
)
|
$
|
(20.4
|
)
|
$
|
(24.9
|
)
|
|
Operating costs and expenses
|
Defined benefit pension plans
|
|
(5.3
|
)
|
(20.5
|
)
|
(32.9
|
)
|
|
Operating costs and expenses
|
|||
Defined benefit pension plans
|
|
(1.0
|
)
|
(4.2
|
)
|
(6.7
|
)
|
|
Selling and administrative expenses
|
|||
Workers’ compensation amortization
|
|
2.7
|
|
11.7
|
|
8.0
|
|
|
Operating costs and expenses
|
|||
|
|
(9.1
|
)
|
(33.4
|
)
|
(56.5
|
)
|
|
Total before income taxes
|
|||
|
|
3.3
|
|
12.4
|
|
20.9
|
|
|
Income tax benefit
|
|||
|
|
$
|
(5.8
|
)
|
$
|
(21.0
|
)
|
$
|
(35.6
|
)
|
|
Total after income taxes
|
|
|
|
|
|
|
|
||||||
Prior service credit (cost) associated with postretirement plans:
|
|
|
|
|
|
|
||||||
Postretirement health care and life insurance benefits
|
|
$
|
2.3
|
|
$
|
9.2
|
|
$
|
6.8
|
|
|
Operating costs and expenses
|
Defined benefit pension plans
|
|
(0.1
|
)
|
(0.3
|
)
|
(1.0
|
)
|
|
Operating costs and expenses
|
|||
|
|
2.2
|
|
8.9
|
|
5.8
|
|
|
Total before income taxes
|
|||
|
|
(0.8
|
)
|
(3.3
|
)
|
(2.1
|
)
|
|
Income tax provision
|
|||
|
|
$
|
1.4
|
|
$
|
5.6
|
|
$
|
3.7
|
|
|
Total after income taxes
|
|
|
|
|
|
|
|
||||||
Cash flow hedges:
|
|
|
|
|
|
|
||||||
Foreign currency cash flow contracts
|
|
$
|
(16.6
|
)
|
$
|
(145.6
|
)
|
$
|
(316.4
|
)
|
|
Operating costs and expenses
|
Fuel and explosives commodity swaps
|
|
(11.0
|
)
|
(86.1
|
)
|
(120.4
|
)
|
|
Operating costs and expenses
|
|||
Coal trading commodity futures, swaps and options
|
|
—
|
|
—
|
|
51.8
|
|
|
Other revenues
|
|||
Insignificant items
|
|
(0.1
|
)
|
(0.5
|
)
|
(0.7
|
)
|
|
|
|||
|
|
(27.7
|
)
|
(232.2
|
)
|
(385.7
|
)
|
|
Total before income taxes
|
|||
|
|
9.1
|
|
85.9
|
|
134.0
|
|
|
Income tax benefit
|
|||
|
|
$
|
(18.6
|
)
|
$
|
(146.3
|
)
|
$
|
(251.7
|
)
|
|
Total after income taxes
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
68
|
(21)
|
Resource Management, Acquisitions and Other Commercial Events
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
69
|
(22)
|
Earnings per Share (EPS)
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
70
|
|
Successor
|
Predecessor
|
||||||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||
|
(In millions, except per share amounts)
|
|||||||||||||
EPS numerator:
|
|
|
|
|
|
|
|
|
|
|||||
Income (loss) from continuing operations, net of income taxes
|
$
|
713.1
|
|
$
|
(195.5
|
)
|
|
$
|
(663.8
|
)
|
|
$
|
(1,783.2
|
)
|
Less: Series A Convertible Preferred Stock dividends
|
179.5
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Less: Net income attributable to noncontrolling interests
|
15.2
|
|
4.8
|
|
|
7.9
|
|
|
7.1
|
|
||||
Income (loss) from continuing operations attributable to common stockholders, before allocation of earnings to participating securities
|
518.4
|
|
(200.3
|
)
|
|
(671.7
|
)
|
|
(1,790.3
|
)
|
||||
Less: Earnings allocated to participating securities
|
129.0
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Income (loss) from continuing operations attributable to common stockholders, after allocation of earnings to participating securities
(1)
|
389.4
|
|
(200.3
|
)
|
|
(671.7
|
)
|
|
(1,790.3
|
)
|
||||
Loss from discontinued operations, net of income taxes
|
(19.8
|
)
|
(16.2
|
)
|
|
(57.6
|
)
|
|
(175.0
|
)
|
||||
Less: Loss from discontinued operations allocated to participating securities
|
(4.9
|
)
|
—
|
|
|
—
|
|
|
—
|
|
||||
Loss from discontinued operations attributable to common stockholders, after allocation of earnings to participating securities
|
(14.9
|
)
|
(16.2
|
)
|
|
(57.6
|
)
|
|
(175.0
|
)
|
||||
Net income (loss) attributable to common stockholders, after allocation of earnings to participating securities
(1)
|
$
|
374.5
|
|
$
|
(216.5
|
)
|
|
$
|
(729.3
|
)
|
|
$
|
(1,965.3
|
)
|
|
|
|
|
|
|
|
||||||||
EPS denominator:
|
|
|
|
|
|
|
|
|
|
|||||
Weighted average shares outstanding — basic
|
101.1
|
|
18.3
|
|
|
18.3
|
|
|
18.1
|
|
||||
Impact of dilutive securities
|
1.4
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted average shares outstanding — diluted
(2)
|
102.5
|
|
18.3
|
|
|
18.3
|
|
|
18.1
|
|
||||
|
|
|
|
|
|
|
||||||||
Basic EPS attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|||||
Income (loss) from continuing operations
|
$
|
3.85
|
|
$
|
(10.93
|
)
|
|
$
|
(36.72
|
)
|
|
$
|
(98.65
|
)
|
Loss from discontinued operations
|
(0.15
|
)
|
(0.88
|
)
|
|
(3.15
|
)
|
|
(9.64
|
)
|
||||
Net income (loss) attributable to common stockholders
|
$
|
3.70
|
|
$
|
(11.81
|
)
|
|
$
|
(39.87
|
)
|
|
$
|
(108.29
|
)
|
|
|
|
|
|
|
|
||||||||
Diluted EPS attributable to common stockholders:
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
3.81
|
|
$
|
(10.93
|
)
|
|
$
|
(36.72
|
)
|
|
$
|
(98.65
|
)
|
Loss from discontinued operations
|
$
|
(0.14
|
)
|
$
|
(0.88
|
)
|
|
$
|
(3.15
|
)
|
|
$
|
(9.64
|
)
|
Net income (loss) attributable to common stockholders
|
$
|
3.67
|
|
$
|
(11.81
|
)
|
|
$
|
(39.87
|
)
|
|
$
|
(108.29
|
)
|
(1)
|
The reallocation adjustment for participating securities to arrive at the numerator to calculate diluted EPS was
$1.2 million
for the Successor period
April 2 through December 31, 2017
.
|
(2)
|
The two-class method assumes that participating securities are not exercised or converted. As such, weighted average diluted shares outstanding excluded
33.5 million
shares related to the participating securities for the Successor period
April 2 through December 31, 2017
.
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
71
|
Mine
|
|
Current Agreement Expiration Date
|
|
|
|
U. S.
|
|
|
Kayenta
(1)
|
|
September 2019
|
Australia
|
|
|
Owner-operated mines:
|
|
|
Wambo Open-Cut
(2)
|
|
December 2018
|
Wambo Underground
(2)
|
|
April 2015
|
North Goonyella
(3)
|
|
December 2018
|
Metropolitan
(4)
|
|
January 2021
|
Millennium
(5)
|
|
March 2019
|
Wilpinjong
(6)
|
|
May 2020
|
Coppabella
(7)
|
|
December 2016
|
Moorvale
(8)
|
|
June 2020
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
72
|
(1)
|
Hourly workers at the Company’s Kayenta Mine in Arizona are represented by the UMWA under the Western Surface Agreement, which is effective through September 16, 2019. This agreement covers approximately
7%
of the Company’s U.S. subsidiaries’ hourly employees, who generated approximately
4%
of the Company’s U.S. production during the year ended
December 31, 2017
.
|
(2)
|
Employees of the Wambo Open-Cut Mine operate under a separate enterprise agreement which will expire in December 2018. Negotiations for a new agreement are expected to commence in the fourth quarter of 2018. There were no wage increases over the three-year term of the current labor agreement. Employees of the Company's Wambo Underground Mine operate under a separate labor agreement. That agreement expired in April 2015. The parties are currently renegotiating the new labor agreement and reached an agreement in principle which is subject to an employee vote in the first quarter of 2018. There have been no wage increases and no disruptions in the mine’s operations since the agreement expired. The Wambo coal handling and preparation plant hourly employees are under a separate labor agreement that expires in December 2018 and extension negotiations are expected to commence in the fourth quarter of 2018. Hourly employees of these mines comprise approximately
20%
of the Company’s Australian subsidiaries’ hourly employees, who generated approximately
19%
of the Company’s Australian production during the year ended
December 31, 2017
.
|
(3)
|
Employees of the North Goonyella Mine operate under a separate enterprise agreement which will expire in December 2018. Negotiations for a new agreement are expected to commence in the fourth quarter of 2018. There were no wage increases over the three-year term of the current labor agreement. Hourly employees of this mine comprise approximately
7%
of the Company’s Australian subsidiaries’ hourly employees, who generated approximately
11%
of the Company’s Australian production during the year ended December 31, 2017.
|
(4)
|
Employees of the Company’s Metropolitan Mine operate under a separate labor agreement, which expires in January 2021. There is also a deputy labor agreement which expired in September 2015. The parties have been in ongoing negotiations for an extension to the agreement. There have been no disruptions to the mine’s operations as a result of the expiration of the agreement. Hourly employees of this mine comprise approximately
12%
of the Company’s Australian subsidiaries’ hourly employees, who generated approximately
3%
of the Company’s Australian production during the year ended
December 31, 2017
.
|
(5)
|
In March 2017, the Company entered into a new two-year labor agreement which expires in March 2019. The new agreement has minimal wage increases. Hourly employees of this mine comprise approximately
15%
of the Company’s Australian subsidiaries’ hourly employees, who generated approximately
10%
of the Company’s Australian production during the year ended December 31, 2017.
|
(6)
|
In May 2017, the Company entered into a new three-year labor agreement which expires in May 2020. The new agreement has minimal wage increases. Hourly employees of this mine comprise approximately
21%
of the Company’s Australian subsidiaries’ hourly employees, who generated approximately
42%
of the Company’s Australian production during the year ended
December 31, 2017
.
|
(7)
|
Employees of the Company’s Coppabella Mine operate under a separate enterprise agreement which expired in December 2016. The negotiations for a new labor agreement are progressing and the parties reached an agreement in principle which is subject to an employee vote in the first quarter of 2018. There were no wage increases or disruptions to the mine’s operations as a result of the expiration of the agreement. Hourly employees of this mine comprise approximately
16%
of the Company’s Australian subsidiaries’ hourly employees, who generated approximately
9%
of the Company’s Australian production during the year ended
December 31, 2017
.
|
(8)
|
Employees of the Company’s Moorvale Mine operate on individual contracts underpinned by a non-union enterprise agreement. Employees are managed according to their individual contracts rather than the enterprise agreement. In July 2017, all employees signed a memorandum of understanding agreeing to a rollover of the existing enterprise agreement until June 20, 2020.
|
(24)
|
Financial Instruments, Guarantees With Off-Balance-Sheet Risk and Other Guarantees
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
73
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
74
|
(25)
|
Commitments and Contingencies
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
75
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
76
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
77
|
(26)
|
Summary of Quarterly Financial Information (Unaudited)
|
|
Year Ended December 31, 2017
|
|||||||||||||||||
|
Predecessor
|
Successor
|
||||||||||||||||
|
First Quarter
|
|
April 1
|
April 2 through June 30
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||||
|
(In millions, except per share data)
|
|||||||||||||||||
Revenues
|
$
|
1,326.2
|
|
|
$
|
—
|
|
$
|
1,258.3
|
|
|
$
|
1,477.2
|
|
|
$
|
1,517.1
|
|
Operating profit
|
198.1
|
|
|
—
|
|
146.0
|
|
|
202.9
|
|
|
338.2
|
|
|||||
Income (loss) from continuing operations, net of income taxes
|
124.3
|
|
|
(319.8
|
)
|
101.4
|
|
|
233.7
|
|
|
378.0
|
|
|||||
Net income (loss)
|
120.2
|
|
|
(331.9
|
)
|
98.7
|
|
|
230.0
|
|
|
364.6
|
|
|||||
Net income (loss) attributable to common stockholders
|
115.4
|
|
|
(331.9
|
)
|
(20.2
|
)
|
|
201.4
|
|
|
317.4
|
|
|||||
Basic EPS — continuing operations
(1)
|
$
|
6.46
|
|
|
$
|
(17.44
|
)
|
$
|
(0.18
|
)
|
|
$
|
1.51
|
|
|
$
|
2.50
|
|
Diluted EPS — continuing operations
(1)
|
$
|
6.44
|
|
|
$
|
(17.44
|
)
|
$
|
(0.18
|
)
|
|
$
|
1.49
|
|
|
$
|
2.47
|
|
Weighted average shares used in calculating basic EPS
|
18.3
|
|
|
18.3
|
|
96.8
|
|
|
101.6
|
|
|
104.8
|
|
|||||
Weighted average shares used in calculating diluted EPS
|
18.4
|
|
|
18.3
|
|
96.8
|
|
|
103.1
|
|
|
106.5
|
|
(1)
|
EPS for the quarters may not sum to the amounts for the year as each period is computed on a discrete basis.
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
Predecessor
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(In millions, except per share data)
|
||||||||||||||
Revenues
|
$
|
1,027.2
|
|
|
$
|
1,040.2
|
|
|
$
|
1,207.1
|
|
|
$
|
1,440.8
|
|
Operating profit (loss)
|
(102.7
|
)
|
|
(107.7
|
)
|
|
(21.6
|
)
|
|
(44.9
|
)
|
||||
Loss from continuing operations, net of income taxes
|
(167.7
|
)
|
|
(223.2
|
)
|
|
(97.7
|
)
|
|
(175.2
|
)
|
||||
Net loss
|
(171.1
|
)
|
|
(226.2
|
)
|
|
(135.8
|
)
|
|
(188.3
|
)
|
||||
Net loss attributable to common stockholders
|
(171.1
|
)
|
|
(227.9
|
)
|
|
(137.6
|
)
|
|
(192.7
|
)
|
||||
Basic and diluted EPS — continuing operations
(1)
|
$
|
(9.17
|
)
|
|
$
|
(12.30
|
)
|
|
$
|
(5.44
|
)
|
|
$
|
(9.82
|
)
|
Weighted average shares used in calculating basic and diluted EPS
|
18.3
|
|
|
18.3
|
|
|
18.3
|
|
|
18.3
|
|
(1)
|
EPS for the quarters may not sum to the amounts for the year as each period is computed on a discrete basis.
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
78
|
(27)
|
Segment and Geographic Information
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
79
|
|
Successor
|
||||||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining |
|
Western
U.S. Mining |
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
|
Trading and
Brokerage |
|
Corporate
and Other |
|
Consolidated
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
Revenues
|
$
|
1,178.7
|
|
|
$
|
592.3
|
|
|
$
|
440.7
|
|
|
$
|
1,221.0
|
|
|
$
|
772.5
|
|
|
$
|
33.6
|
|
|
$
|
13.8
|
|
|
$
|
4,252.6
|
|
Adjusted EBITDA
|
278.8
|
|
|
124.4
|
|
|
131.8
|
|
|
414.9
|
|
|
306.6
|
|
|
(6.9
|
)
|
|
(104.3
|
)
|
|
1,145.3
|
|
||||||||
Additions to property, plant, equipment and mine development
|
32.6
|
|
|
21.7
|
|
|
13.8
|
|
|
56.0
|
|
|
39.2
|
|
|
—
|
|
|
3.3
|
|
|
166.6
|
|
||||||||
Income from equity affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49.0
|
)
|
|
(49.0
|
)
|
|
Predecessor
|
||||||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining
|
|
Western
U.S. Mining
|
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
|
Trading and
Brokerage
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
Revenues
|
$
|
394.3
|
|
|
$
|
193.2
|
|
|
$
|
149.7
|
|
|
$
|
328.9
|
|
|
$
|
224.8
|
|
|
$
|
15.0
|
|
|
$
|
20.3
|
|
|
$
|
1,326.2
|
|
Adjusted EBITDA
|
91.7
|
|
|
50.0
|
|
|
50.0
|
|
|
109.6
|
|
|
75.6
|
|
|
8.8
|
|
|
(44.4
|
)
|
|
341.3
|
|
||||||||
Additions to property, plant, equipment and mine development
|
19.3
|
|
|
2.8
|
|
|
3.1
|
|
|
5.2
|
|
|
2.3
|
|
|
—
|
|
|
0.1
|
|
|
32.8
|
|
||||||||
Federal coal lease expenditures
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||||||
Income from equity affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.0
|
)
|
|
(15.0
|
)
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
80
|
|
Predecessor
|
||||||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining
|
|
Western
U.S. Mining
|
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
|
Trading and
Brokerage
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
Revenues
|
$
|
1,473.3
|
|
|
$
|
792.5
|
|
|
$
|
526.0
|
|
|
$
|
1,090.4
|
|
|
$
|
824.9
|
|
|
$
|
28.9
|
|
|
$
|
(20.7
|
)
|
|
$
|
4,715.3
|
|
Adjusted EBITDA
|
379.9
|
|
|
217.3
|
|
|
101.6
|
|
|
(16.3
|
)
|
|
217.6
|
|
|
(32.4
|
)
|
|
(335.7
|
)
|
|
532.0
|
|
||||||||
Additions to property, plant, equipment and mine development
|
33.0
|
|
|
18.7
|
|
|
20.8
|
|
|
29.9
|
|
|
22.1
|
|
|
—
|
|
|
2.1
|
|
|
126.6
|
|
||||||||
Federal coal lease expenditures
|
248.4
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
249.0
|
|
||||||||
Income from equity affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.2
|
)
|
|
(16.2
|
)
|
|
Predecessor
|
||||||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining
|
|
Western
U.S. Mining
|
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
|
Trading and
Brokerage
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
Revenues
|
$
|
1,865.9
|
|
|
$
|
981.2
|
|
|
$
|
682.3
|
|
|
$
|
1,181.9
|
|
|
$
|
823.5
|
|
|
$
|
40.6
|
|
|
$
|
33.8
|
|
|
$
|
5,609.2
|
|
Adjusted EBITDA
|
482.9
|
|
|
269.7
|
|
|
184.6
|
|
|
(18.2
|
)
|
|
193.6
|
|
|
24.8
|
|
|
(705.0
|
)
|
|
432.4
|
|
||||||||
Additions to property, plant, equipment and mine development
|
15.0
|
|
|
51.3
|
|
|
19.3
|
|
|
25.5
|
|
|
13.6
|
|
|
—
|
|
|
2.1
|
|
|
126.8
|
|
||||||||
Federal coal lease expenditures
|
276.9
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
277.2
|
|
||||||||
Loss from equity affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.9
|
|
|
15.9
|
|
|
Successor
|
||||||||||||||||||
|
U.S. Mining
|
|
Australian Mining
|
|
Trading and
Brokerage
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Total assets
|
$
|
3,848.6
|
|
|
$
|
2,656.3
|
|
|
$
|
99.1
|
|
|
$
|
1,577.2
|
|
|
$
|
8,181.2
|
|
Property, plant, equipment and mine development, net
|
3,361.0
|
|
|
1,501.7
|
|
|
0.5
|
|
|
248.7
|
|
|
5,111.9
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
81
|
|
Predecessor
|
||||||||||||||||||
|
U.S. Mining
|
|
Australian Mining
|
|
Trading and
Brokerage
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Total assets
|
$
|
4,255.9
|
|
|
$
|
5,402.2
|
|
|
$
|
128.7
|
|
|
$
|
1,990.9
|
|
|
$
|
11,777.7
|
|
Property, plant, equipment and mine development, net
|
3,970.6
|
|
|
3,905.8
|
|
|
0.2
|
|
|
900.1
|
|
|
8,776.7
|
|
|
Predecessor
|
||||||||||||||||||
|
U.S. Mining
|
|
Australian Mining
|
|
Trading and
Brokerage
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Total assets
|
$
|
4,105.8
|
|
|
$
|
5,319.9
|
|
|
$
|
217.2
|
|
|
$
|
1,304.0
|
|
|
$
|
10,946.9
|
|
Property, plant, equipment and mine development, net
|
3,854.5
|
|
|
4,469.6
|
|
|
0.5
|
|
|
933.9
|
|
|
9,258.5
|
|
|
Successor
|
Predecessor
|
||||||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Income (loss) from continuing operations, net of income taxes
|
$
|
713.1
|
|
$
|
(195.5
|
)
|
|
$
|
(663.8
|
)
|
|
$
|
(1,783.2
|
)
|
Depreciation, depletion and amortization
|
521.6
|
|
119.9
|
|
|
465.4
|
|
|
572.2
|
|
||||
Asset retirement obligation expenses
|
41.2
|
|
14.6
|
|
|
41.8
|
|
|
45.5
|
|
||||
Selling and administrative expenses related to debt restructuring
|
—
|
|
—
|
|
|
21.5
|
|
|
—
|
|
||||
Net mark-to-market adjustment on actuarially determined liabilities
|
(45.2
|
)
|
—
|
|
|
—
|
|
|
—
|
|
||||
Asset impairment
|
—
|
|
30.5
|
|
|
247.9
|
|
|
1,277.8
|
|
||||
Changes in deferred tax asset valuation allowance and amortization of basis difference related to equity affiliates
|
(17.3
|
)
|
(5.2
|
)
|
|
(7.5
|
)
|
|
3.9
|
|
||||
Interest expense
|
119.7
|
|
32.9
|
|
|
298.6
|
|
|
465.4
|
|
||||
Loss on early debt extinguishment
|
20.9
|
|
—
|
|
|
29.5
|
|
|
67.8
|
|
||||
Interest income
|
(5.6
|
)
|
(2.7
|
)
|
|
(5.7
|
)
|
|
(7.7
|
)
|
||||
Break fees related to terminated asset sales
|
(28.0
|
)
|
—
|
|
|
—
|
|
|
—
|
|
||||
Unrealized losses on non-coal trading derivative contracts
|
1.5
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Unrealized losses (gains) on economic hedges
|
23.0
|
|
(16.6
|
)
|
|
39.8
|
|
|
(2.2
|
)
|
||||
Coal inventory revaluation
|
67.3
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Take-or-pay contract-based intangible recognition
|
(22.5
|
)
|
—
|
|
|
—
|
|
|
—
|
|
||||
Reorganization items, net
|
—
|
|
627.2
|
|
|
159.0
|
|
|
—
|
|
||||
Gain on disposal of reclamation liability
|
(31.2
|
)
|
—
|
|
|
—
|
|
|
—
|
|
||||
Gain on disposal of Burton Mine
|
(52.2
|
)
|
—
|
|
|
—
|
|
|
—
|
|
||||
Income tax benefit
|
(161.0
|
)
|
(263.8
|
)
|
|
(94.5
|
)
|
|
(207.1
|
)
|
||||
Total Adjusted EBITDA
|
$
|
1,145.3
|
|
$
|
341.3
|
|
|
$
|
532.0
|
|
|
$
|
432.4
|
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
82
|
|
Successor
|
Predecessor
|
||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||
U.S.
|
48.9
|
%
|
55.2
|
%
|
|
54.7
|
%
|
|
57.4
|
%
|
Japan
|
11.7
|
%
|
11.4
|
%
|
|
6.9
|
%
|
|
8.1
|
%
|
Taiwan
|
8.7
|
%
|
5.7
|
%
|
|
4.6
|
%
|
|
3.5
|
%
|
China
|
7.5
|
%
|
5.6
|
%
|
|
5.4
|
%
|
|
7.1
|
%
|
India
|
6.7
|
%
|
2.7
|
%
|
|
3.0
|
%
|
|
4.0
|
%
|
Australia
|
5.3
|
%
|
4.2
|
%
|
|
4.2
|
%
|
|
3.0
|
%
|
South Korea
|
1.1
|
%
|
0.5
|
%
|
|
1.5
|
%
|
|
4.1
|
%
|
Other
|
10.1
|
%
|
14.7
|
%
|
|
19.7
|
%
|
|
12.8
|
%
|
Total
|
100.0
|
%
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
83
|
Description
|
|
Balance at
Beginning of Period |
|
Charged to
Costs and Expenses |
|
Charged to Other Accounts
|
|
Deductions
(1)
|
|
Other
|
|
Balance
at End of Period |
||||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||||||
Successor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
April 2 through December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Advance royalty recoupment reserve
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Reserve for materials and supplies
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
0.6
|
|
||||||
Allowance for doubtful accounts
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
||||||
Tax valuation allowances
|
|
3,288.4
|
|
|
(744.9
|
)
|
|
—
|
|
|
—
|
|
|
(111.0
|
)
|
(6)
|
2,432.5
|
|
||||||
Predecessor
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
January 1 through April 1, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advance royalty recoupment reserve
|
|
$
|
7.8
|
|
|
$
|
—
|
|
|
$
|
(7.4
|
)
|
(5)
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Reserve for materials and supplies
|
|
5.6
|
|
|
0.5
|
|
|
(6.1
|
)
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Allowance for doubtful accounts
|
|
13.1
|
|
|
—
|
|
|
(12.8
|
)
|
(5)
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
||||||
Tax valuation allowances
|
|
4,037.5
|
|
|
(777.2
|
)
|
|
28.1
|
|
(5)
|
—
|
|
|
—
|
|
|
3,288.4
|
|
||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Advance royalty recoupment reserve
|
|
$
|
8.3
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
(1.0
|
)
|
(2)
|
$
|
—
|
|
|
$
|
7.8
|
|
Reserve for materials and supplies
|
|
4.7
|
|
|
4.3
|
|
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
5.6
|
|
||||||
Allowance for doubtful accounts
|
|
6.6
|
|
|
7.9
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
13.1
|
|
||||||
Tax valuation allowances
|
|
1,614.1
|
|
|
2,453.9
|
|
|
—
|
|
|
—
|
|
|
(30.5
|
)
|
(3)
|
4,037.5
|
|
||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Advance royalty recoupment reserve
|
|
$
|
7.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
(2)
|
$
|
1.6
|
|
(4)
|
$
|
8.3
|
|
Reserve for materials and supplies
|
|
4.6
|
|
|
0.4
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
4.7
|
|
||||||
Allowance for doubtful accounts
|
|
5.8
|
|
|
8.0
|
|
|
—
|
|
|
(7.2
|
)
|
|
—
|
|
|
6.6
|
|
||||||
Tax valuation allowances
|
|
1,366.5
|
|
|
452.9
|
|
|
—
|
|
|
—
|
|
|
(205.3
|
)
|
(3)
|
1,614.1
|
|
(1)
|
Reserves utilized, unless otherwise indicated.
|
(2)
|
Deductions to advance royalty recoupment reserve represents the termination of federal and state leases.
|
(3)
|
Includes the impact of the decrease in Australian dollar exchange rates.
|
(4)
|
Balances transferred from other accounts.
|
(5)
|
Fresh start reporting adjustments.
|
(6)
|
Release of valuation allowance primarily related to carrybacks of U.S. net operating losses.
|
Peabody Energy Corporation
|
2017 Form 10-K
|
F-
84
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
2.1
|
|
|
2.2
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
10.1
|
|
Federal Coal Lease WYW0321779: North Antelope/Rochelle Mine (Incorporated by reference to Exhibit 10.3 of the Registrant’s Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
|
10.2
|
|
Federal Coal Lease WYW119554: North Antelope/Rochelle Mine (Incorporated by reference to Exhibit 10.4 of the Registrant’s Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
|
10.3
|
|
Federal Coal Lease WYW5036: Rawhide Mine (Incorporated by reference to Exhibit 10.5 of the Registrant’s Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
|
10.4
|
|
Federal Coal Lease WYW3397: Caballo Mine (Incorporated by reference to Exhibit 10.6 of the Registrant's Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
|
10.5
|
|
Federal Coal Lease WYW83394: Caballo Mine (Incorporated by reference to Exhibit 10.7 of the Registrant's Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
|
10.6
|
|
Federal Coal Lease WYW136142 (Incorporated by reference to Exhibit 10.8 of Amendment No. 1 to the Registrant's Form S-4 Registration Statement No. 333-59073, filed September 8, 1998).
|
10.7
|
|
Royalty Prepayment Agreement by and among Peabody Natural Resources Company, Gallo Finance Company and Chaco Energy Company, dated September 30, 1998 (incorporated by reference to Exhibit 10.9 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998).
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
|
10.21
|
|
|
10.22
|
|
|
10.23*
|
|
|
10.24*
|
|
|
10.25*
|
|
|
10.26*
|
|
|
10.27*
|
|
|
10.28*
|
|
|
10.29*
|
|
|
10.30*
|
|
|
10.31*
|
|
|
10.32*
|
|
|
10.33*
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.34
|
|
|
10.35
|
|
|
10.36
|
|
|
10.37
|
|
|
10.38
|
|
|
10.39
|
|
|
10.40
|
|
|
10.41
|
|
|
10.42
|
|
|
10.43
|
|
|
10.44
|
|
|
10.45
|
|
|
10.46
|
|
|
10.47
|
|
|
10.48
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.49
|
|
|
10.50
|
|
|
10.51
|
|
|
10.52
|
|
|
10.53
|
|
|
10.54
|
|
|
10.55
|
|
|
10.56
|
|
|
10.57†
|
|
|
10.58
|
|
|
10.59
|
|
|
10.60
|
|
|
10.61
|
|
|
10.62*
|
|
|
10.63
|
|
|
10.64
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.65*
|
|
|
10.66*
|
|
|
10.67*
|
|
|
10.68*†
|
|
|
12.1†
|
|
|
21†
|
|
|
23.1†
|
|
|
23.2†
|
|
|
31.1†
|
|
|
31.2†
|
|
|
32.1†
|
|
|
32.2†
|
|
|
95†
|
|
|
101†
|
|
Interactive Data File (Form 10-K for the year ended December 31, 2017 filed in XBRL). The financial information contained in the XBRL-related documents is “unaudited” and “unreviewed.”
|
*
|
These exhibits constitute all management contracts, compensatory plans and arrangements required to be filed as an exhibit to this form pursuant to Item 15(a)(3) and 15(b) of this report.
|
|
|
†
|
Filed herewith.
|
(i)
|
P&L RECEIVABLES COMPANY, LLC, a Delaware limited liability company, as Seller;
|
(ii)
|
PEABODY ENERGY CORPORATION, a Delaware corporation (“
Peabody
”), as Servicer;
|
(iii)
|
REGIONS BANK (“
Regions
”); and
|
(iv)
|
PNC BANK, NATIONAL ASSOCIATION (“
PNC
”), as Administrator (the “
Administrator
”), and as the sole Purchaser Agent, Committed Purchaser, LC Bank and LC Participant on the date hereof.
|
|
|
|
Email:
|
Mark.Kassis@regions.com or James.Barwis@regions.com
|
|
2
|
|
|
3
|
|
|
4
|
|
ARTICLE I.
|
AMOUNTS AND TERMS OF THE INVESTMENTS 2
|
Section 1.1
|
Investment Facility. 2
|
Section 1.2
|
Making Investments; Initial Investment; Joinders; Related Agreements. 4
|
Section 1.3
|
Transfer of Receivables and Other Purchased Assets 5
|
Section 1.4
|
Terms and Conditions for Sale, Assignment and Transfer 5
|
Section 1.5
|
Purchased Assets Coverage Percentage Computation. 8
|
Section 1.6
|
Settlement Procedures. 9
|
Section 1.7
|
Fees. 14
|
Section 1.8
|
Payments and Computations, Etc. 14
|
Section 1.9
|
Increased Costs. 15
|
Section 1.10
|
Requirements of Law. 16
|
Section 1.11
|
Inability to Determine Euro-Rate. 17
|
Section 1.12
|
Extension of the Facility Termination Date. 18
|
Section 1.13
|
Letters of Credit. 19
|
Section 1.14
|
Issuance of Letters of Credit. 19
|
Section 1.15
|
Requirements For Issuance of Letters of Credit. 21
|
Section 1.16
|
Disbursements, Reimbursement. 21
|
Section 1.17
|
Repayment of Participation Advances. 22
|
Section 1.18
|
Documentation. 23
|
Section 1.19
|
Determination to Honor Drawing Request. 23
|
Section 1.20
|
Nature of Participation and Reimbursement Obligations. 23
|
Section 1.21
|
Indemnity 25
|
Section 1.22
|
Liability for Acts and Omissions. 25
|
Section 1.23
|
LC Collateral Accounts 27
|
ARTICLE II.
|
REPRESENTATIONS AND WARRANTIES; COVENANTS; TERMINATION EVENTS 28
|
Section 2.1
|
Representations and Warranties; Covenants. 28
|
Section 2.2
|
Termination Events. 28
|
ARTICLE III.
|
INDEMNIFICATION 28
|
Section 3.1
|
Indemnities by the Seller. 28
|
Section 3.2
|
Indemnities by the Servicer. 30
|
ARTICLE IV.
|
ADMINISTRATION AND COLLECTIONS 30
|
Section 4.1
|
Appointment of the Servicer. 30
|
Section 4.2
|
Duties of the Servicer. 31
|
Section 4.3
|
Lock-Box Arrangements. 32
|
Section 4.4
|
Enforcement Rights. 33
|
Section 4.5
|
Responsibilities of the Seller. 34
|
Section 4.6
|
Servicing Fee. 35
|
Section 4.7
|
Agents 35
|
ARTICLE V.
|
MISCELLANEOUS 40
|
Section 5.1
|
Amendments, Etc. 40
|
Section 5.2
|
Notices, Etc. 41
|
Section 5.3
|
Successors and Assigns; Assignability; Participations. 42
|
Section 5.4
|
Costs, Expenses and Taxes. 45
|
Section 5.5
|
No Proceedings; Limitation on Payments. 49
|
Section 5.6
|
Confidentiality. 49
|
Section 5.7
|
GOVERNING LAW AND JURISDICTION 50
|
Section 5.8
|
Execution in Counterparts 50
|
Section 5.9
|
Survival of Termination; Non-Waiver 50
|
Section 5.10
|
WAIVER OF JURY TRIAL 51
|
Section 5.11
|
Entire Agreement 51
|
Section 5.12
|
Headings 51
|
Section 5.13
|
Sharing of Recoveries 51
|
Section 5.14
|
Purchaser Groups’ Liabilities 52
|
Section 5.15
|
Right of Setoff 52
|
Section 5.16
|
USA Patriot Act 52
|
Section 5.17
|
Severability 52
|
Section 5.18
|
Mutual Negotiations 53
|
Section 5.19
|
Currency 53
|
Section 5.20
|
Currency Equivalence 53
|
Section 5.21
|
Post-Closing Covenant. 54
|
Section 1.1
|
Investment Facility
.
|
(a)
|
On the terms and subject to the conditions hereof, the Seller may, from time to time before the Facility Termination Date, (i) request that the Purchasers ratably make investments with regard to the Purchased Assets from time to time from the date hereof to the Facility Termination Date in accordance with
Section 1.2
. Each investment requested by the Seller pursuant to
Section 1.2(a)
(each, an “
Investment
”) in the Purchased Assets shall be made ratably by the respective Purchaser Groups, and each Purchaser Group’s ratable share of each Investment shall be made and funded (x) if such Purchaser Group contains a Conduit Purchaser and such Conduit Purchaser elects (in its sole discretion) to make and fund such portion of such Investment, by such Conduit Purchaser, or (y) if such Purchaser Group does not contain a Conduit Purchaser or if the Conduit Purchaser in such Purchaser Group declines (in its sole discretion) to make or fund such portion of such Investment, by the Committed Purchaser in such Purchaser Group and (ii) request that the LC Bank issue or cause to issue Letters of Credit. Subject to
Section 1.6(b)
concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make an Investment. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Investments from time to time from the Closing Date to the Facility Termination Date, based on the applicable Purchaser Group’s Percentage of each Investment requested pursuant to
Section 1.2(a)
(and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser
|
(b)
|
[Reserved].
|
(c)
|
The Seller may, upon at least 30 days’ written notice to the Administrator, irrevocably reduce the unused portion of the Purchase Limit in whole or in part (but not below the amount that would cause the Aggregate Capital plus the Aggregate LC Participation Amount to exceed the Purchase Limit or would cause the Group Capital of any Purchaser Group to exceed its Group Commitment, in each case, after giving effect to such reduction);
provided
, that each partial reduction shall be in the amount of at least $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below $50,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Purchasers in accordance with their respective Purchaser Group’s Percentages and their respective Commitments. The Administrator shall promptly advise the Purchaser Agents of any notice pursuant to this
Section 1.1(c)
; it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of any LC Collateral Account hereunder) no such reduction shall be effective unless and until (i) in the case of a reduction of the Purchase Limit in whole to zero ($0), the amount on deposit in each LC Collateral Account is at least equal to the then outstanding Aggregate LC Participation Amount and (ii) in the case of a partial reduction, the amount on deposit in each LC Collateral Account is at least equal to the difference between the then outstanding Aggregate LC Participation Amount and the Purchase Limit as so reduced by such partial reduction.
|
Section 1.2
|
Making Investments; Initial Investment; Joinders; Related Agreements
.
|
(a)
|
Each request for any Investment hereunder may be made on any day upon the Seller’s irrevocable written notice in the form of
Annex B
(each, an “
Investment Notice
”) delivered to the Administrator and each Purchaser Agent in accordance with
Section 5.2
(which notice must be received by the Administrator and each Purchaser Agent before 11:00 a.m., New York City time) at least one Business Day before the requested Investment Date, which notice shall specify: (A) the amount requested to be paid to the Seller (such amount, which shall not be less than $300,000 and shall be in integral multiples of $100,000), with respect to each Purchaser Group, (B) the requested date of such Investment (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Assets Coverage Percentage after giving effect to the increase in the Capital.
|
(b)
|
On the date of each Investment hereunder, each applicable Purchaser (determined in accordance with
Section 1.1(a)
) shall, upon satisfaction of the applicable conditions set forth in
Exhibit II
, make available to the Seller in same day funds, at the account set forth on
Schedule VII
, an amount equal to the Capital of the Investment being funded by such Purchaser.
|
Section 1.3
|
Transfer of Receivables and Other Purchased Assets
.
|
(a)
|
Sale of Receivables
. In consideration of the payment by each applicable Purchaser of the amount of the applicable Purchaser Group’s share of the initial Investment on the date of the initial Investment hereunder, the Committed Purchasers’ assumption of their respective Commitments and the Administrator’s agreement (on behalf of the applicable Purchasers) to make payments to the Seller from time to time in
|
(b)
|
Purchase of Purchased Assets
. Subject to the terms and conditions hereof, the Administrator (on behalf of the Purchasers) hereby purchases and accepts from the Seller the Seller’s interest in the Pool Receivables and all other Related Security sold, assigned and transferred pursuant to
Section 1.3(a)
(collectively, the “
Purchased Assets
”).
|
(c)
|
Obligations Not Assumed
. The foregoing sale, assignment and transfer does not constitute and is not intended to result in the creation, or an assumption by the Administrator, any Purchaser Agent or any Purchaser, of any obligation of the Seller, any Originator or any other Person under or in connection with the Receivables or any other Related Security, all of which shall remain the obligations and liabilities of the Seller, the Originator and/or such other Person, as applicable.
|
Section 1.4
|
Terms and Conditions for Sale, Assignment and Transfer. Subject to the terms and conditions hereof, including Exhibit II, in consideration for the sale, assignment and transfer of the Purchased Assets by the Seller to the Administrator (on behalf of the Purchasers) hereunder:
|
(a)
|
Investments
. From time to time prior to the Facility Termination Date, on request of the Seller for an Investment in accordance with
Section 1.2(a)
, the applicable Purchasers in each Purchaser Group (determined in accordance with
Section 1.1(a)
), in accordance with
Section 1.2(b)
, shall pay to the Seller the applicable Purchaser Group’s Percentage of the amount requested by the Seller under
Section 1.2(a)
.
|
(b)
|
Reinvestments
. On each Business Day prior to the Facility Termination Date, the Servicer, on behalf of the Administrator, shall pay to the Seller, out of Collections of the Pool Receivables, the amount available for reinvestment in accordance with
Section 1.6(b)(ii)
. Each such payment is herein referred to as a “
Reinvestment
” (and “
Reinvest
” shall have the correlative meaning). All Reinvestments with respect to the applicable Purchasers shall be made ratably on behalf of the applicable Purchasers in the relevant Purchaser Group in accordance with the respective outstanding portions of the Aggregate Capital funded by them.
|
(c)
|
Deferred Purchase Price
. The Servicer, on behalf of the Administrator and the Purchasers, shall pay to the Seller, from Collections, the amounts payable to the Seller from time to time pursuant to
Section 1.6(b)(ii)
,
Section 1.6(b)(iv)
and
clause sixth
of
Section 1.6(d)(ii)
(such amounts, the “
Deferred Purchase Price
” with respect to the Purchased Assets) at the times specified in such Sections, which remittances shall satisfy the obligation (up to the amount actually received by the Seller or Servicer) of the Administrator on behalf of the Purchasers to pay the Deferred Purchase Price with respect to the Purchased Assets to the Seller. The parties hereto acknowledge and agree that the Administrator and the Purchasers shall have the right to, and intend to, set off (i) the Seller’s obligation to pay (or cause to be paid) to the Purchasers (or to the Administrator on their behalf) all Collections on the portion of the Purchased Assets attributable to the Deferred Purchase Price against (ii) the Administrator’s and the Purchasers’ obligations to pay (or cause to be paid) to the Seller the Deferred Purchase Price.
|
(d)
|
Seller Payments Limited to Collections
. Notwithstanding any provision contained in this Agreement to the contrary, none of the Administrator, the Purchaser Agents or the Purchasers shall be obligated to pay any amount to the Seller as the purchase price of the Purchased Assets pursuant to
subsections (b)
and
(c)
above except to the extent of Collections on Receivables available for distribution to the Seller in accordance with this Agreement. Any amount that the Administrator, any Purchaser Agent or any Purchaser does not pay pursuant to the preceding sentence shall not constitute a claim (as defined in § 101 of the Bankruptcy Code) against or corporate obligation of such Person for any such insufficiency unless and until such amount becomes available for distribution to the Seller in accordance with
Section 1.6(d)(ii)
.
|
(e)
|
Intent of the Parties
. The Seller, the Administrator, the Purchaser Agents and the Purchasers intend that the sale, assignment and transfer of Purchased Assets to the Administrator (on behalf of the Purchasers) shall be treated as a sale for all purposes (other than financial accounting purposes and for federal, state and local income and franchise tax purposes as provided in the following paragraph of this
clause (e)
). If notwithstanding the intent of the parties, such sale, transfer and assignment is not treated as a sale for such purposes, such sale, assignment and transfer shall be treated as the grant of, and the Seller does hereby grant to the Administrator (for the benefit of the Purchasers) a security interest in the following property to secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent: all of the Seller’s right, title (if any) and interest in (including any beneficial interest in), to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) (A) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and
|
(f)
|
[Reserved]
.
|
(g)
|
Additional Purchasers or Purchaser Groups
. The Seller may, with the written consent of the Administrator (and, in the case of a new LC Participant, the LC Bank), which consent may be granted or withheld in their sole discretion, add additional Persons as Purchasers (either to an existing Purchaser Group or by creating new Purchaser Groups) or cause an existing Committed Purchaser or related LC Participant to increase its Commitment in connection with a corresponding increase in the Purchase Limit;
provided
, that the Commitment of any Committed Purchaser or related LC Participant may only be increased with the prior written consent of such Committed Purchaser or related LC Participant. Each new Conduit Purchaser, Committed Purchaser or related LC Participant (or Purchaser Group) shall become a party hereto, by executing and delivering to the Administrator, each Purchaser Agent and the Seller, an Assumption Agreement in the form of
Annex F
hereto (which Assumption Agreement shall, in the case of any new Conduit Purchaser, Committed Purchaser
|
(h)
|
Nature of Obligations; Defaulting Purchasers
. Each Committed Purchaser’s and related LC Participant’s obligations hereunder shall be several, such that the failure of any Committed Purchaser or related LC Participant to make a payment in connection with any Investment or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Committed Purchaser or related LC Participant of its obligation hereunder to make payment for any such Investment or drawing. Further, in the event any Committed Purchaser or related LC Participant fails to satisfy its obligation to make an Investment or payment with respect to such drawing as required hereunder, upon receipt of notice of such failure from the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, the non-defaulting Committed Purchasers or related LC Participants in such defaulting Committed Purchaser’s or related LC Participant’s Purchaser Group shall fund the defaulting Committed Purchaser’s or related LC Participant’s Commitment Percentage of the related Investment or drawing
pro
rata
in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Committed Purchaser or related LC Participant;
it
being
understood
that a defaulting Committed Purchaser’s or related LC Participant’s Commitment Percentage of any such Investment or drawing shall be first funded by the Committed Purchasers or related LC Participants in such defaulting Committed Purchaser’s or related LC Participant’s Purchaser Group and thereafter if there are no other Committed Purchasers or related LC Participants in such Purchaser Group or if such other Committed Purchasers or related LC Participants are also defaulting Committed Purchasers or related LC Participants, then such defaulting Committed Purchaser’s or related LC Participant’s Commitment Percentage of such Investment or drawing shall be funded by each other Purchaser Group ratably and applied in accordance with this
Section 1.4(h)
). Notwithstanding the foregoing and for the avoidance of doubt, each Committed Purchaser’s and LC Participant’s obligation to fund any such Investment or drawing pursuant to this
Section 1.4(h)
shall be subject in all respects to the limitations set forth in the proviso to
Section 1.1(a)
.
|
Section 1.5
|
Purchased Assets Coverage Percentage Computation
.
|
Section 1.6
|
Settlement Procedures
.
|
(a)
|
The collection of the Pool Receivables shall be administered by the Servicer in accordance with this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Assets Coverage Percentage.
|
(b)
|
The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer, including pursuant to
Section 1.6(g)
:
|
(c)
|
The Servicer shall, in accordance with the priorities set forth in
Section 1.6(d)
, deposit into the Administration Account (or such other account designated by the Administrator), on each Settlement Date (or, solely with respect to Collections held for the Purchasers pursuant to
Section 1.6(f)(iii)
, such other date approved by the Administrator with at least five (5) Business Days prior written notice to the Administrator of such payment), Collections held for the Purchasers pursuant to
Section 1.6(b)(i)
,
(ii)
or
(iii)
or
1.6(f)
;
provided
, that if Peabody or an Affiliate thereof is the Servicer, such day is not a Termination Day and the Administrator has not notified Peabody (or such Affiliate) that the right to retain the portion of Collections set aside pursuant to
Section 1.6(b)(i)
that represents the Servicing Fee is revoked,
|
(d)
|
Upon receipt of funds deposited into the Administration Account pursuant to
clause (c)
above, the Administrator shall cause such funds to be distributed as follows:
|
(e)
|
For the purposes of this
Section 1.6
:
|
(f)
|
If at any time the Seller shall wish to cause the reduction of Aggregate Capital (but not to commence the liquidation, or reduction to zero, of the entire Aggregate Capital), the Seller may do so as follows:
|
Section 1.7
|
Fees
.
|
Section 1.8
|
Payments and Computations, Etc
.
|
(a)
|
All amounts to be paid or deposited by the Seller or the Servicer hereunder shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon (New York City time)
on the day when due in same day funds to the Administration Account. All amounts received after noon (New York City time) will be deemed to have been received on the next Business Day. Amounts payable hereunder to or for the benefit of the Administrator, the Purchasers or the Purchaser Agents (or their related Affected Persons or Indemnified Parties) shall be distributed as follows:
|
(b)
|
The Seller or the Servicer, as the case may be, shall, to the extent permitted by law, pay to a Lock-Box Account interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due hereunder, at an interest rate equal to 2.0% per annum above the Base Rate, payable on demand.
|
(c)
|
All computations of interest under
clause (b)
above and all computations of Discount, fees and other amounts hereunder shall be made on the basis of a year of 360 (or 365 or 366, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a
|
(d)
|
On any day when any computation or calculation hereunder requires the aggregation of amounts denominated in more than one currency, all amounts that are denominated in Australian Dollars shall be deemed to be the U.S. Dollar Equivalent thereof on such day for purposes of such computation or calculation.
|
Section 1.9
|
Increased Costs
.
|
(a)
|
If after the Closing Date the Administrator, the LC Bank, any Purchaser Agent, any Purchaser, any Liquidity Bank, any other Program Support Provider or any of their respective Affiliates (each an “
Affected Person
”) reasonably determines that any Change in Law affects or would affect the amount of capital required or expected to be maintained by such Affected Person, and such Affected Person determines that the amount of such capital is increased by or based upon the existence of any commitment to make Investments in (or otherwise to maintain the Investments in) Pool Receivables or issue any Letter of Credit related to this Agreement or any related liquidity facility, credit enhancement facility and other commitments of the same type, then, upon demand by such Affected Person or its related Purchaser Agent (with a copy to the Administrator), the Seller shall promptly pay to the Administrator, for the account of such Affected Person, from time to time as specified by such Affected Person or its related Purchaser Agent, additional amounts sufficient to compensate such Affected Person in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such commitments.
|
(b)
|
If due to any Change in Law there shall be any increase after the Closing Date in the cost to any Affected Person of agreeing to purchase or purchasing, or maintaining the ownership of, the Purchased Assets (or its portion thereof and including, without limitation, funding or maintaining its Capital), then, upon demand by such Affected Person, the Seller shall promptly pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs.
|
(c)
|
If such increased costs affect the related Affected Person’s portfolio of financing transactions, such Affected Person shall use reasonable averaging and attribution methods to allocate such increased costs to the transactions contemplated by this Agreement.
|
(d)
|
A certificate of an Affected Person (or its related Purchaser Agent) setting forth the amount or amounts necessary to compensate such Affected Person as specified in
clause (a)
or
(b)
of this Section and delivered to the Seller and the Administrator, shall be conclusive absent manifest error. The Seller shall pay such Affected Person’s related Purchaser Agent (for the account of such Affected Person) the amount shown
|
(e)
|
Failure or delay on the part of any Affected Person to demand compensation pursuant to this
Section 1.9
shall not constitute a waiver of such Affected Person’s right to demand such compensation;
provided
that the Seller shall not be required to compensate an Affected Person pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Affected Person, notifies the Seller of the Change in Law giving rise to such increased costs or reductions and of such Affected Person’s intention to claim compensation therefor;
provided
,
further
that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.
|
Section 1.10
|
Requirements of Law
.
|
Section 1.11
|
Inability to Determine Euro-Rate
.
|
(a)
|
If the Administrator (or any Purchaser Agent) determines on any day (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in U.S. Dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market on such day, or adequate means do not exist for ascertaining the Euro-Rate on such day, then, the Administrator or such Purchaser Agent, as applicable, shall give notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (i) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (ii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate.
|
(b)
|
If, on any day, the Administrator shall have been notified by any Affected Person that, such Affected Person has determined (which determination shall be final and conclusive) that, any enactment, promulgation or adoption of or any change in any Applicable Law or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Affected Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (i) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (ii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall
|
Section 1.12
|
Extension of the Facility Termination Date
.
|
Section 1.13
|
Letters of Credit
.
|
(a)
|
Subject to the terms and conditions hereof (including the satisfaction of the applicable conditions set forth in
Exhibit II
), the LC Bank shall issue or cause the issuance of standby Letters of Credit denominated in either U.S. Dollars or Australian Dollars (“
Letters of Credit
”) at the Seller’s direction, for the account of the Servicer or any Sub-Servicer (or such of the Servicer’s or any Sub-Servicer’s designee, which designee shall be a Subsidiary of such Sub-Servicer or the Servicer, as applicable);
provided
,
however
, that, for the avoidance of doubt, the LC Bank’s obligation to issue a Letter of Credit shall be subject in all respects to the limitations set forth in the last sentence of the first paragraph of
Section 1.1(a)
.
|
(b)
|
Notwithstanding anything to the contrary set forth herein or in any other Transaction Document, the LC Bank shall be under no obligation to issue Letters of Credit
|
(c)
|
Discount shall accrue on all amounts drawn under Letters of Credit for each day on and after the applicable Drawing Date so long as such drawn amounts shall have not been reimbursed to the LC Bank pursuant to the terms hereof.
|
Section 1.14
|
Issuance of Letters of Credit
.
|
(a)
|
The Seller may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., New York time, to issue a Letter of Credit by delivering to the Administrator an Investment Notice substantially in the form of
Annex B
attached hereto and the LC Bank’s form of Letter of Credit Application (the “
Letter of Credit Application
”), substantially in the form of
Annex E
attached hereto completed to the satisfaction of the Administrator and the LC Bank; and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit.
|
(b)
|
Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than twelve (12) months after the Facility Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “
Notice Date
”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension;
provided
,
however
, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Facility Termination Date determined pursuant to
clause (a)
of the definition thereof or (y) the LC Bank determines that any condition precedent to issuing such Letter of Credit hereunder are not satisfied (other than any such condition requiring the Seller to submit an Investment Notice or Letter of Credit Application in respect thereof), then the LC Bank, in the case of
clause (x)
above, may (or at the written direction of any LC Participant, shall) or, in the case of
clause (y)
above, shall, use reasonable efforts in
|
(c)
|
Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this
Section 1.14(c)
to reflect the new Pro Rata Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit and the Seller shall not have reimbursed such amount in full to the LC Bank pursuant to
Section 1.16(a)
, each LC Participant shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with
Section 1.16(b)
.
|
Section 1.15
|
Requirements For Issuance of Letters of Credit
.
|
Section 1.16
|
Disbursements, Reimbursement.
|
(a)
|
In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator and the Seller of such request. The Seller shall reimburse (such obligation to reimburse the LC Bank shall sometimes be referred to as a “
Reimbursement Obligation
”) the LC Bank in U.S. Dollars prior to noon (New York City time), on each date that an amount is paid by the LC Bank under any Letter of Credit (each such date, a “
Drawing Date
”) in an amount equal to the U.S. Dollar Equivalent (determined as of the applicable
|
(b)
|
Each LC Participant shall upon any notice pursuant to
clause (a)
above make available to the LC Bank an amount in U.S. Dollars in immediately available funds equal to its Pro Rata Share of the U.S. Dollar Equivalent (determined as of the applicable Drawing Date) of the amount of the drawing (a “
Participation Advance
”), whereupon the LC Participants shall each be deemed to have made an Investment in U.S. Dollars in that amount. If any LC Participant so notified fails to make available to the LC Bank the amount in U.S. Dollars of such LC Participant’s Pro Rata Share of such U.S. Dollar Equivalent amount by no later than 2:00 p.m., New York time on the Drawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the Base Rate on and after the fourth day following the Drawing Date. The LC Bank will promptly give notice of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this
clause (b)
. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit.
|
Section 1.17
|
Repayment of Participation Advances
.
|
(a)
|
Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from the Seller (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank, or (ii) in payment of Discount on the Investments made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank;
it
being
understood
, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant.
|
(b)
|
If the LC Bank is required at any time to return to the Seller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant.
|
(c)
|
If any Letters of Credit are outstanding and undrawn on the Facility Termination Date, the LC Collateral Accounts shall be funded from Collections (or, in the Seller’s sole discretion, by other funds available to the Seller) in an amount (which amount may be held in U.S. Dollars or Australian Dollars and is subject to conversion by the Administrator in accordance with
Section 1.23
) equal to the U.S. Dollar Equivalent of the aggregate undrawn face amount of such Letters of Credit plus the U.S. Dollar Equivalent of all related fees to accrue through the stated expiration dates thereof, including any customary presentation, amendment and other processing fees, and other standard costs and charges, of the LC Bank relating to letters of credit (such fees to accrue, as reasonably estimated by the LC Bank, the “
LC Fee Expectation
”).
|
Section 1.18
|
Documentation
.
|
Section 1.19
|
Determination to Honor Drawing Request.
|
Section 1.20
|
Nature of Participation and Reimbursement Obligations.
|
Section 1.21
|
Indemnity
.
|
Section 1.22
|
Liability for Acts and Omissions
.
|
Section 1.23
|
LC Collateral Accounts
.
|
(a)
|
Provided that no Termination Event or Unmatured Termination Event has occurred and is continuing, the Facility Termination Date has not occurred, and a Minimum Cash Liquidity Event has not occurred, the Seller may from time to time advise the Administrator and each Purchaser Agent in writing of its desire to convert certain amounts that are on deposit in an LC Collateral Account and that are denominated in one currency to another currency that is either denominated in U.S. Dollars or
|
(b)
|
At any time that a Termination Event or Unmatured Termination Event has occurred and is continuing, at any time on or after the occurrence of the Facility Termination Date, at any time on or after the occurrence of a Minimum Cash Liquidity Event or at any time a Reimbursement Obligation is then owing, so long as the Adjusted Australian Dollar LC Participation Amount is greater than zero, the Administrator may, in its sole discretion, convert any amounts that are on deposit in an LC Collateral Account and that are denominated in one currency to U.S. Dollars or Australian Dollars. Any such conversion shall occur at the exchange rate reasonably determined by the Administrator to exist at such time of conversion and which is available to the Administrator at such time of conversion.
|
(c)
|
In connection with any such conversion occurring pursuant to this
Section 1.23
, the Seller shall promptly pay the Administrator all customary fees and expenses as well as standard costs and charges of the Administrator in connection with such conversion as well as all out-of-pocket documented costs and expenses incurred by the Administrator in connection therewith. The proceeds of any such conversion shall be deposited by the Administrator into the applicable LC Collateral Account.
|
Section 2.1
|
Representations and Warranties; Covenants
.
|
Section 2.2
|
Termination Events
.
|
Section 3.1
|
Indemnities by the Seller
.
|
Section 3.2
|
Indemnities by the Servicer
.
|
Section 4.1
|
Appointment of the Servicer
.
|
(a)
|
The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrator gives notice to Peabody (in accordance with this Section) of the designation of a new Servicer, Peabody is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrator may designate as Servicer any Person (including itself) to succeed Peabody or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof.
|
(b)
|
Upon the designation of a successor Servicer as set forth in
clause (a)
above, Peabody agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and Peabody shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security.
|
(c)
|
Peabody acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and the Purchasers have relied on Peabody’s agreement to act as Servicer hereunder. Accordingly, Peabody agrees that it will not voluntarily resign as Servicer.
|
(d)
|
The Servicer may and hereby does delegate its duties and obligations hereunder to the Sub-Servicers;
provided
, that, in such delegation: (i) each such Sub-Servicer shall and hereby does agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable
|
Section 4.2
|
Duties of the Servicer
.
|
(a)
|
The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Servicer shall set aside, for the accounts of the Seller, the Administrator, the Purchaser Agents and the Purchasers, the amount of the Collections to which each is entitled in accordance with
Article I
. The Servicer may, in accordance with the applicable Credit and Collection Policy, extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof;
provided
,
however
, that: for the purposes of this Agreement, (i) such extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the invoice date related to such Pool Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any of the Purchasers, the Purchaser Agents or the Administrator under this Agreement and (iii) if a Termination Event has occurred and is continuing and Peabody or an Affiliate thereof is serving as the Servicer, Peabody or such Affiliate may make such extension or adjustment only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of the Purchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is Peabody or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security.
|
(b)
|
The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller the collections of any indebtedness that is not a Pool Receivable, less, if Peabody or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing,
|
(c)
|
The Servicer’s obligations hereunder shall terminate on the Final Payout Date.
|
Section 4.3
|
Lock-Box Arrangements
.
|
Section 4.4
|
Enforcement Rights
.
|
(a)
|
At any time following the occurrence and during the continuation of a Termination Event:
|
(b)
|
The Seller hereby authorizes the Administrator, and irrevocably appoints the Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Seller, which appointment is coupled with an interest, to take any and all steps in the name of the Seller and on behalf of the Seller necessary or desirable following the occurrence and during the continuation of a Termination Event, in the determination of the Administrator, to collect any and all amounts or portions thereof due under any and all Pool Assets, including endorsing the name of the Seller on checks and other instruments representing Collections and enforcing such Pool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact to any liability if any
|
(c)
|
For the purposes of the power of attorney granted under Section 8.5 of the Australian Sale Agreement:
|
Section 4.5
|
Responsibilities of the Seller
.
|
(a)
|
Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if such Pool Receivables had not been transferred hereunder, and the exercise by the Administrator, any Purchaser Agent or any Purchaser of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. Neither the Administrator nor any Purchaser Agent nor any Purchaser shall have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Peabody or any Originator thereunder.
|
(b)
|
Peabody hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, Peabody shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that Peabody conducted such data-processing functions while it acted as the Servicer.
|
Section 4.6
|
Servicing Fee
.
|
(a)
|
Subject to
clause (b)
, the Servicer shall be paid a fee equal to 1.00%
per annum
(the “
Servicing Fee Rate
”) of the daily average aggregate Outstanding Balance of the Pool Receivables. Such fee shall be paid through the distributions contemplated by
Section 1.6(d)
.
|
(b)
|
If the Servicer ceases to be Peabody or an Affiliate thereof, the servicing fee shall be the greater of: (i) the amount calculated pursuant to
clause (a)
, and (ii) an alternative amount specified by the successor Servicer not to exceed 110% of the
|
Section 4.7
|
Agents
.
|
(a)
|
Appointment and Authorization
.
|
(b)
|
Delegation of Duties
. The Administrator may execute any of its duties through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrator shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
|
(c)
|
Exculpatory Provisions
. None of the Purchaser Agents, the Administrator or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted (i) with the consent or at the direction of the Majority Purchaser Agents (or in the case of any Purchaser Agent, the Purchasers within its Purchaser Group that have a majority of the aggregate Commitment of such Purchaser Group) or (ii) in the absence of such Person’s gross negligence or willful misconduct. The Administrator shall not be responsible to any Purchaser, Purchaser Agent or other Person for (i) any recitals, representations, warranties or other statements made by the Seller, the Servicer, any Sub-Servicer, any Originator or any of their Affiliates, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Transaction Document, (iii) any failure of the Seller, the Servicer, any Sub-Servicer, any Originator or any of their Affiliates to perform any obligation hereunder or under the other Transaction Documents to which it is a party (or under any Contract), or (iv) the satisfaction of any condition specified in
Exhibit II
. The Administrator shall not have any obligation to any Purchaser or Purchaser Agent to ascertain or inquire about the observance or performance of any agreement contained in any Transaction Document or to inspect the properties, books or records of the Seller, the Servicer, any Sub-Servicer, any Originator or any of their respective Affiliates.
|
(d)
|
Reliance by Agents
.
|
(e)
|
Notice of Termination Events
. Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless such Purchaser Agent or the Administrator, as applicable, has received notice from any Purchaser, Purchaser Agent, the Servicer, any Sub-Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be
|
(f)
|
Non-Reliance on Administrator, Purchaser Agents and Other Purchasers
. Each Purchaser expressly acknowledges that none of the Administrator, the Purchaser Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrator, or any Purchaser Agent hereafter taken, including any review of the affairs of the Seller, the Servicer, any Sub-Servicer, any Originator or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by the Administrator or such Purchaser Agent, as applicable. Each Purchaser represents and warrants to the Administrator and the Purchaser Agents that, independently and without reliance upon the Administrator, Purchaser Agents or any other Purchaser and based on such documents and information as it has deemed appropriate, it has made and will continue to make its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Seller, the Servicer, the Sub-Servicers, the Originators and the Receivables and its own decision to enter into this Agreement and to take, or omit, action under any Transaction Document. Except for items specifically required to be delivered hereunder, the Administrator shall not have any duty or responsibility to provide any Purchaser Agent or any Purchaser with any information concerning the Seller, the Servicer, the Sub-Servicers, the Originators or any of their Affiliates that comes into the possession of the Administrator or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.
|
(g)
|
Administrators and Affiliates
. Each of the Purchasers, the Purchaser Agents and the Administrator and any of their respective Affiliates may extend credit to, accept deposits from and generally engage in any kind of banking, trust, debt, entity or other business with the Seller, the Servicer, any Sub-Servicer, any Originator or any of their Affiliates. With respect to the acquisition of the Eligible Receivables pursuant to this Agreement, each of the Purchaser Agents and the Administrator shall have the same rights and powers under this Agreement as any Purchaser and may exercise the same as though it were not such an agent, and the terms “Purchaser” and “Purchasers” shall include, to the extent applicable, each of the Purchaser Agents and the Administrator in their individual capacities.
|
(h)
|
Indemnification
. Each LC Participant and Committed Purchaser shall indemnify and hold harmless the Administrator (solely in its capacity as Administrator) and the LC Bank (solely in its capacity as LC Bank) and their respective officers, directors, employees, representatives and agents (to the extent not reimbursed by the Seller, the Servicer, any Sub-Servicer or any Originator and without limiting the obligation of the Seller, the Servicer, any Sub-Servicer or any Originator to do so), ratably (based on its Commitment) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, settlements, costs, expenses or disbursements of any kind or nature whatsoever (including in connection with any
|
(i)
|
Successor Administrator
. The Administrator may, upon at least thirty (30) days’ notice to the Seller, the Servicer and each Purchaser Agent, resign as Administrator. Such resignation shall not become effective until a successor Administrator is appointed by the Majority Purchaser Agents, with the consent of the Seller (which consent shall not be unreasonably withheld or delayed and which consent shall not be required if a Termination Event shall have occurred and is continuing), and has accepted such appointment. Upon such acceptance of its appointment as Administrator hereunder by a successor Administrator, such successor Administrator shall succeed to and become vested with all the rights and duties of the retiring Administrator, and the retiring Administrator shall be discharged from its duties and obligations under the Transaction Documents. After any retiring Administrator’s resignation hereunder, the provisions of
Sections 3.1
and
3.2
and this
Section 4.7
shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrator.
|
(j)
|
Security Interest Filings
. Each of the Seller, the Purchaser Agents and the Purchasers expressly recognizes and agrees that the Administrator may be listed as the assignee or secured party of record on the various UCC or PPSA filings required to be made hereunder in order to perfect the sale of the Purchased Assets from the Seller to the Purchasers, that such listing shall be for administrative convenience only in creating a record or nominee owner to take certain actions hereunder on behalf of the Purchasers and that such listing will not affect in any way the status of the Purchasers as the owners of the Purchased Assets. In addition, such listing shall impose no duties on the Administrator other than those expressly and specifically undertaken in accordance with this
clause (j)
.
|
Section 4.1
|
Credit Insurance Policies.
|
(a)
|
At all times prior to the Final Payout Date while any Pool Receivables are being reported as Insured Receivables:
|
(b)
|
If the Seller fails to pay any premium or other amount due under any Credit Insurance Policy, the Administrator may (in its discretion) pay such premium or other amount from the Purchased Assets or from its own funds in order to keep such Credit Insurance Policy in force. Any amount so paid by the Administrator from its own funds shall constitute an Indemnified Amount payable by the Seller to the Administrator hereunder.
|
(c)
|
As to any Insured Receivables only, in the event that any Obligor defaults on the payment of any of its Pool Receivables, becomes subject to an Insolvency Proceeding or becomes subject to any other event that gives rise to a claim for reimbursement under a Credit Insurance Policy, the Seller and the Servicer shall, promptly (but not later than the later of (x) twenty (20) Business Days after such event or (y) the first date on which such a claim may be filed pursuant to the terms of such Credit Insurance Policy), file a claim for such reimbursement (with a copy thereof to the Administrator) in accordance with the terms of such Credit Insurance Policy and shall take any other actions required under the terms of such Credit Insurance Policy to obtain such reimbursement (including, without limitation, providing the applicable Credit Insurer with itemized statements, invoices, bills of lading, purchase orders, summaries of collections efforts, evidence of debt or other documentation that may be required under the terms of such Credit Insurance Policy). The Seller and the Servicer shall cause any amounts paid by a Credit Insurer under any Credit Insurance Policy to be paid directly to a Lock-Box Account owned by the Seller and to be applied as a Collection in accordance with the terms of this Agreement.
|
(d)
|
In the event that a Credit Insurer pays a claim under a Credit Insurance Policy with respect to a Pool Receivable and the Seller is required to subrogate it rights, claims, guaranties, security, collateral or defenses to such Credit Insurer in respect of such Pool Receivable, the Seller shall (and the Servicer shall cause Seller to) so subrogate such rights, claims, guaranties, security, collateral or defenses in accordance with the terms of such Credit Insurance Policy. Simultaneously with receipt of such a payment in a Lock-Box Account and upon such subrogation, the Administrator shall be automatically deemed to have released to the Seller any ownership or security interest it may have hereunder (on behalf of itself and the Purchasers) in such rights, claims, guaranties, security, collateral or defenses so subrogated, to the extent necessary to permit such subrogation and shall execute such documents to evidence the same as shall be reasonably requested by the Seller, in each case at the sole expense of the Seller; provided, however, that the Administrator shall not be deemed to have released any such ownership or security interest it may have in related rights under such Credit Insurance Policy (including, without limitation, any right of the Seller to receive ratable or other allocations of Collections or other recoveries in respect of the related Pool Receivables).
|
(e)
|
If any Credit Insurance Policy ceases to be Eligible Credit Insurance, the Seller and the Servicer shall furnish to the Administrator and each Purchaser Agent written notice thereof, together with a statement of the actions the Seller plans to take to
|
(f)
|
Any Collections received by the Administrator pursuant to the Credit Insurance Policy (including as an additional insured thereunder) shall be distributed in accordance with the priority of payments set forth in Section 1.6.
|
Section 5.1
|
Amendments, Etc
.
|
(a)
|
Subject to clause (b) of this Section, no amendment or waiver of any provision of this Agreement or any other Transaction Document, or consent to any departure by the Seller, the Servicer or any Sub-Servicer therefrom, shall be effective unless in a writing signed by the Administrator, the LC Bank, the Majority Purchaser Agents and the Majority LC Participants and (if an amendment) the Seller and the Servicer, and if such amendment or waiver materially and adversely affects the obligations of the Sub-Servicers, the affected Sub-Servicers consent in writing thereto;
provided
,
however
, that no such amendment shall (i) decrease the outstanding amount of, or extend the repayment of or any scheduled payment date for the payment of, any Discount in respect of any Portion of Capital or any Fees owed to a Purchaser without the prior written consent of such Purchaser; (ii) forgive or waive or otherwise excuse any repayment of Capital without the prior written consent of each Purchaser affected thereby; (iii) increase the Commitment of any Purchaser without its prior written consent; (iv) amend or modify the Pro Rata Share of any LC Participant without its prior written consent; (v) amend or modify the provisions of this
Section 5.1
or the definition of “Majority Purchaser Agents”, “Majority LC Participants”,
“Eligible Credit Insurance”,
or “Required LC Participants” without the prior written consent of all Purchaser Agents, the LC Bank and all LC Participants; (vi) [Reserved]; (vii) without the prior written consent of all Purchasers affected thereby, extend the Facility Termination Date or waive, amend or otherwise modify the definition of Facility Termination Date; (viii) amend, modify or otherwise affect the rights or duties of the Administrator, any Purchaser Agent or the LC Bank hereunder without the prior written consent of the Administrator, such Purchaser Agent or the LC Bank, as the case may be; and (ix) amend, waive or modify any definition or provision expressly requiring the consent of the Required LC Participants without the prior written consent of the LC Bank and the Required LC Participants, and, in the case of any amendment, by the other parties thereto; and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Administrator, any Purchaser Agent
|
(b)
|
At any time during the thirty (30) days following the date on which the Administrator completes its review of the results of an audit described in
Section 5.4
,
Section 1(h)
of
Exhibit IV
to this Agreement or
Section 2(f)
of
Exhibit IV
to this Agreement (such audit, a “
Field Examination
”), the consent of the Seller, the Servicer or any Sub-Servicer shall not be required for any amendment to the definitions of “Net Receivables Pool Balance”, “Eligible Receivables”, “Total Reserves”, “Pre-Review Australian Contract”, “Permitted Australian Contract” or any of their components if such amendment is deemed necessary by the Administrator in its sole and reasonable discretion after consultation with the Servicer in order to adjust such definitions and their components to meet the credit standards applied by the Administrator and the Purchasers when they entered into this Agreement in connection with any changes in the composition or characteristics (including, without limitation, credit quality, dilution and loss experience, tenor and terms) of the Pool Receivables since the preceding Field Examination. The Administrator agrees to provide a copy of the final results of the Field Examination to the Servicer within two (2) Business Days of its receipt thereof.
|
Section 5.2
|
Notices, Etc
.
|
Section 5.3
|
Successors and Assigns; Assignability; Participations
.
|
(a)
|
Successors and Assigns
. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Except as otherwise provided in
Section 4.1(d)
, neither the Seller nor the Servicer may assign or transfer any of its rights or delegate any of its duties hereunder or under any Transaction Document without the prior consent of the Administrator, the LC Bank, the Required LC Participants and the Purchaser Agents.
|
(b)
|
Participations
. (i) Except as otherwise specifically provided herein, any Purchaser may sell to one or more Persons (each a “
Participant
”) participating interests in the interests of such Purchaser hereunder. Such Purchaser shall remain solely responsible for performing its obligations hereunder, and the Seller, the Servicer,
|
(c)
|
Assignments by Certain Committed Purchasers
. Any Committed Purchaser may assign to one or more Persons (each a “
Purchasing Committed Purchaser
”), reasonably acceptable to the Administrator, the LC Bank and the related Purchaser Agent in its sole discretion, any portion of its Commitment (which shall be inclusive of its Commitment as an LC Participant) pursuant to a supplement hereto, substantially in the form of
Annex G
with any changes as are reasonably acceptable to the Administrator (each, a “
Transfer Supplement
”), executed by each such Purchasing Committed Purchaser, such selling Committed Purchaser, such related Purchaser Agent and the Administrator and with the consent of the Seller (
provided
, that the consent of the Seller shall not be unreasonably withheld or delayed and that
|
(d)
|
Assignments to Liquidity Banks and other Program Support Providers
. Any Conduit Purchaser may at any time grant to one or more of its Liquidity Banks or other Program Support Providers, interests in its portion of the Purchased Assets. In the event of any such grant by such Conduit Purchaser of an interest to a Liquidity Bank or other Program Support Provider, such Conduit Purchaser shall remain responsible for the performance of its obligations hereunder. The Seller agrees that each Liquidity Bank and Program Support Provider of any Conduit Purchaser hereunder shall be entitled to the benefits of
Sections 1.9
and
1.10
.
|
(e)
|
Other Assignment by Conduit Purchasers
. Each party hereto agrees and consents (i) to any Conduit Purchaser’s assignment, grant of security interests in or other transfers of any portion of its interest in the Purchased Assets, including without limitation to any collateral agent in connection with its commercial paper program and (ii) to the complete assignment by any Conduit Purchaser of all of its rights and obligations hereunder to any other Person, and upon such assignment such Conduit Purchaser shall be released from all obligations and duties, if any, hereunder;
provided
, that such Conduit Purchaser may not, without the prior consent of its Committed Purchasers, make any such transfer of its rights hereunder unless the assignee (i) is principally engaged in the purchase of assets similar to the assets being purchased hereunder, (ii) has as its Purchaser Agent the Purchaser Agent of the assigning Conduit Purchaser and (iii) issues commercial paper or other Notes with credit ratings substantially comparable to the ratings of the assigning Conduit Purchaser. Any assigning Conduit Purchaser shall deliver to any assignee a Transfer Supplement with any changes as have been approved by the parties thereto, duly
|
(f)
|
Opinions of Counsel
. If required by the Administrator or the applicable Purchaser Agent, each Transfer Supplement or other assignment and acceptance agreement must be accompanied by an opinion of counsel of the assignee as to such matters as the Administrator or such Purchaser Agent may reasonably request.
|
(g)
|
In addition to the foregoing and notwithstanding any otherwise applicable limitations on, or requirements for, pledges, assignments and participations set forth in this
Section 5.3
, any Purchaser may pledge, participate or assign any of its rights (including, without limitation, rights to payment of Capital and Discount) under this Agreement or the other Transaction Documents to any Federal Reserve Bank (including any grant of a security interest in such rights to secure such Purchaser’s obligations to such Federal Reserve Bank) without notice to or consent of any other party to this Agreement or to the other Transaction Documents;
provided
that no such pledge, participation or assignment shall release such Purchaser from any of its obligations hereunder or substitute any such pledge, participant or assignee for such Purchaser as a party hereto.
|
Section 5.4
|
Costs, Expenses and Taxes
.
|
(a)
|
In addition to the rights of indemnification granted under
Sections 1.21
and
3.1
, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables,
provided
that at any time when no Termination Event exists and is continuing, the Seller shall not be required to pay the costs and expenses of more than one such audit (or, at any time following the occurrence of a Minimum Cash Liquidity Event, two such audits) per year) of this Agreement, the other Transaction Documents and the other documents and agreements (including the Confirmation Order and any other court filings in connection therewith) to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs for the Administrator, the Purchaser Agents, the Purchasers and their respective Affiliates and agents with respect thereto and
|
Section 5.5
|
No Proceedings; Limitation on Payments
.
|
Section 5.6
|
Confidentiality
.
|
Section 5.7
|
GOVERNING LAW AND JURISDICTION
.
|
(a)
|
THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF A SECURITY INTEREST OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.
|
(b)
|
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK; AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH SERVICE MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.
|
Section 5.8
|
Execution in Counterparts
.
|
Section 5.9
|
Survival of Termination; Non-Waiver
.
|
Section 5.10
|
WAIVER OF JURY TRIAL
.
|
Section 5.11
|
Entire Agreement
.
|
Section 5.12
|
Headings
.
|
Section 5.13
|
Sharing of Recoveries
.
|
Section 5.14
|
Purchaser Groups’ Liabilities
.
|
Section 5.15
|
Right of Setoff
.
|
Section 5.16
|
USA Patriot Act
.
|
Section 5.17
|
Severability
.
|
Section 5.18
|
Mutual Negotiations
.
|
Section 5.19
|
Currency
.
|
Section 5.20
|
Currency Equivalence
.
|
Section 5.21
|
Post-Closing Covenant
.
|
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
|
Signed
for and on behalf of
Peabody COALSALES Pacific Pty Ltd ACN 146 797 408
by its attorney under a power of attorney dated 24 March 2017 in the presence of:
|
|
|
|
|
|
|
|
|
|
|
|
Signature of witness
|
|
|
Signature of attorney who declares that the attorney has not received any notice of the revocation of the power of attorney
|
|
|
|
|
Full name of witness
|
|
|
Full name of attorney
|
AR
|
= the Alternate Rate for such Portion on such day;
|
C
|
= such Portion of Capital (i) for purposes of
clause (a)
above, for such Settlement Period, or (ii) for purposes of
clause (b)
above, on such day;
|
CPR
|
= the CP Rate for such Portion of Capital for such Settlement Period;
|
ED
|
= the actual number of days during such Settlement Period;
|
Year
|
= if such Portion of Capital is funded based upon: (i) the Euro-Rate, 360 days, and (ii) the Base Rate, 365 or 366 days, as applicable; and
|
TF
|
= the Termination Fee, if any, for the Portion of Capital for such Settlement Period;
|
Euro-Rate =
|
Composite of London interbank offered rates
|
(a)
|
all of the Seller’s, the Contributor’s and each Originator’s interest in any goods (including returned goods), and documentation of title evidencing the shipment or storage of any goods (including returned goods), relating to any sale giving rise to such Receivable,
|
(b)
|
all instruments and chattel paper that may evidence such Receivable,
|
(c)
|
all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable (including any
Eligible Credit Insurance or
Eligible Supporting Letter of Credit and any other supporting letter of credit or any proceeds of any drawings thereunder), whether pursuant to the Contract related to such Receivable or otherwise, together with all UCC financing statements, PPSA financing statements or similar filings made against the relevant Obligor relating thereto, and
|
(d)
|
all of the Seller’s, the Contributor’s and each Originator’s rights, interests and claims under the Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise
including, without limitation, any Credit Insurance Policy covering all or any portion of such Receivable
.
|
(i)
|
the fair value and present fair saleable value of such Person’s total assets is, on the date of determination, greater than such Person’s total liabilities (including contingent and unliquidated liabilities) at such time;
|
(ii)
|
the fair value and present fair saleable value of such Person’s assets is greater than the amount that will be required to pay such Person’s probable liability on its existing debts as they become absolute and matured (“debts,” for this purpose, includes all legal liabilities, whether matured or unmatured, liquidated or unliquidated, absolute, fixed, or contingent);
|
(iii)
|
such Person is and shall continue to be able to pay all of its liabilities as such liabilities mature; and
|
(iv)
|
such Person does not have unreasonably small capital with which to engage in its current and in its anticipated business.
|
BR
|
= the Base Rate computed for the most recent Settlement Period,
|
DSO
|
= Days’ Sales Outstanding, and
|
SFR
|
= the Servicing Fee Rate
|
Name of Account Owner
|
Lock-Box Post Office Number
|
Lock-Box
Account Number |
P&L Receivables Company, LLC
|
643461
|
1017293238
|
P&L Receivables Company, LLC
|
643772
|
1019275295
|
P&L Receivables Company, LLC
|
642381
|
1008971287
|
P&L Receivables Company, LLC
|
642406
|
1008971359
|
P&L Receivables Company, LLC
|
N/A
|
1008971308
|
P&L Receivables Company, LLC
|
642396
|
1008971367
|
Name of Account Owner
|
Lock-Box Post Office Number
|
Lock-Box
Account Number |
P&L Receivables Company, LLC
|
N/A
|
4426927792
|
P&L Receivables Company, LLC
|
N/A
|
4427091737
|
P&L Receivables Company, LLC
|
N/A
|
4427273335
|
Name of Account Owner
|
Lock-Box Post Office Number
|
Lock-Box
Account Number |
P&L Receivables Company, LLC
|
N/A
|
33-776-5850
|
PNC’s Purchaser Group
|
||
Party
|
Capacity
|
Commitment
|
PNC Bank, National Association
|
Committed Purchaser
|
$
250,000,000
200,000,000
|
PNC Bank, National Association
|
LC Bank and as LC Participant
|
$
250,000,000
200,000,000
|
Group Commitment:
|
$
250,000,000
200,000,000
|
Regions Bank’s Purchaser Group
|
||
Party
|
Capacity
|
Commitment
|
Regions Bank
|
Committed Purchaser
|
$50,000,000
|
PNC Bank, National Association
|
LC Participant
|
$50,000,000
|
Group Commitment:
|
$50,000,000
|
1.
|
Contract between Millennium Coal Pty Ltd and Exiros BV Sucursal Uruguay dated 27 July 2016;
|
2.
|
Contract between Millennium Coal Pty Ltd and China Steel Corporation and Dragon Steel Corporation dated 25 January 2017 with Peabody contract reference 40007344;
|
3.
|
Contract between Peabody Coalsales Pacific Pty Ltd as agent for Millennium Coal Pty Ltd and T S Global Procurement Company Pte Ltd dated 10 June 2016;
|
4.
|
Contract between Peabody Coalsales Pacific Pty Ltd as agent for Peabody (Bowen) Pty Ltd and Nippon Steel and Sumitomo Metal Corporation dated 1 October 2015 with Peabody contract reference 40006336;
|
5.
|
Contract between Peabody Coalsales Pacific Pty Ltd as agent for Peabody (Bowen) Pty Ltd and China Steel Corporation and Dragon Steel Corporation dated 13 September 2016 with Peabody contract reference 05C1P0116;
|
6.
|
Contract between Wilpinjong Coal Pty Ltd and Taiwan Power Company dated 27 October 2016 with contract number 106-AU-BA0601;
|
7.
|
Contract between Wilpinjong Coal Pty Ltd and AGL Macquarie Pty Ltd dated 26 November 2003 as amended from time to time, most recently by the Support and Amendment Deed dated 27 May 2016;
|
8.
|
Contract between Wambo Coal Pty Ltd and Taiwan Power Company dated 8 February 2012 with contract number 101-AU-BA0801;
|
9.
|
Contract between Wambo Coal Pty Ltd and Nippon Steel and Sumitomo Metal Corporation dated 11 June 2015;
|
10.
|
Contract between Wambo Coal Pty Ltd and Ube Industries, Ltd dated 27 August 2015 with Peabody contract reference 40006171;
|
11.
|
Contract between Wambo Coal Pty Ltd and The Okinawa Electric Power Company, Inc. dated 31 July 2015;
|
12.
|
Contract between Peabody Coalsales Pacific Pty Ltd ACN 146 797 408 as agent for Millennium Coal Pty Ltd and Nippon Steel and Sumitomo Metal Corporation dated 12 July 2016 with Peabody contract reference 40006826;
|
13.
|
Contract between Peabody Coalsales Pacific Pty Ltd ACN 146 797 408 as agent for Peabody Coppabella Pty Ltd (amongst other CMJV Participants) and China Steel Corporation and Dragon Steel Corporation dated 8 May 2015 with Peabody contract reference 04C1P0112;
|
14.
|
Contract between Peabody Coalsales Pacific Pty Ltd ACN 146 797 408 as agent for Peabody Coppabella Pty Ltd (amongst other CMJV Participants) and Nippon Steel and Sumitomo Metal Corporation dated 13 April 2015;
|
15.
|
Contract between Peabody Coalsales Pacific Pty Ltd ACN 146 797 408 as agent for Peabody Coppabella Pty Ltd (amongst other CMJV Participants) and Nippon Steel and Sumitomo Metal dated 25 August 2015 with Peabody contract reference 40006096;
|
16.
|
Contract between Peabody Coalsales Pacific Pty Ltd ACN 146 797 408 and Hyundai Steel Company dated 12 December 2016 with Peabody contract reference 40007237/ 40007240/40007253;
|
17.
|
Contract between Peabody Coalsales Pacific Pty Ltd ACN 146 797 408 and Formosa Petrochemical Corporation and Mai Liao Power Corporation dated 24 June 2016;
|
18.
|
Contract between Peabody Coalsales Pacific Pty Ltd ACN 146 797 408 and Korea South-East Power Co. Ltd dated 16 April 2015 with reference CTI59822;
|
19.
|
Contract between Peabody Coalsales Pacific Pty Ltd ACN 146 797 408 and Yancoal Australia Sales Pty Ltd dated 10 October 2016 with Peabody contract reference CTI 65006;
|
20.
|
Contract between Marubeni Corporation and Peabody Coalsales Pacific Pty Ltd ACN 146 797 408 dated 23 January 2017 with contract reference CTI 64774;
|
21.
|
Contract between Hokkaido Electric Power Company, Incorporated and Peabody Coalsales Pacific Pty Ltd ACN 146 797 408 signed in 2016 with a contract reference CTI 63793;
|
22.
|
Contract between Wambo Coal Pty Ltd and Ube Industries, Ltd dated 8 March 2016 with Peabody contract reference 40006186;
|
23.
|
Contract between Wambo Coal Pty Ltd and Ube Industries, Ltd dated 14 March 2014;
|
24.
|
Contract between Wilpinjong Coal Pty Ltd and Taiwan Power Company dated 16 March 2011 with contract number 100-AU-BA0801
|
25.
|
Contract between Wambo Coal Pty Limited and Sumiseki Trading Co Ltd dated 4 July 2014
|
26.
|
Contract between Peabody Coalsales Pacific Pty Ltd as agent for Peabody Coppabella Pty Ltd (amongst other CMJV Participants) and Formosa Ha Tinh Steel Corporation dated 25 May 2016
|
27.
|
Contract between Peabody Coalsales Pacific Pty Ltd (as agent for and on behalf of Metropolitan Collieries Pty Ltd in respect of Metropolitan Hard Coking Coal and as agent for and on behalf of Millennium Coal Pty Ltd in respect of Wotonga Hard Coking Coal) and GRM Resources Pte Ltd with Peabody contract reference 40006878
|
28.
|
Contract between Metropolitan Collieries Pty Ltd and BlueScope Steel (AIS) Pty Ltd (with a commencement date of 27 February 2017)
|
29.
|
Contract between Metropolitan Collieries Pty Ltd and BlueScope Steel (AIS) Pty Ltd (with a commencement date of 1 January 2017)
|
30.
|
Contract between Metropolitan Collieries Pty Ltd and BlueScope Steel (AIS) Pty Ltd (with a commencement date of 1 January 2017)
|
31.
|
Contract between Metropolitan Collieries Pty Ltd and BLA Coke Pvt Ltd, with a commencement date of 1 January 2015
|
32.
|
Contract between Metropolitan Collieries Pty Ltd and Luossavaara - Kiirunavaara AB, with a commencement date of 1 January 2012
|
33.
|
Contract between Metropolitan Collieries Pty Ltd and Nippon Coke and Engineering Company, Limited with a commencement date of 1 April 2017
|
(i)
|
the representations and warranties contained in
Exhibit III
to the Receivables Purchase Agreement are true and correct in all material respects (except to the extent that such representations and warranties expressly relate to an earlier date, and in which case such representations and warranties are true and correct in all material respects as of such earlier date);
|
(ii)
|
no event has occurred and is continuing, or would result from the Investment or issuance requested hereby that constitutes a Termination Event;
|
(iii)
|
no Unmatured Termination Event exists and is continuing;
|
(iv)
|
the sum of the Aggregate Capital plus the Aggregate LC Participation Amount, after giving effect to the Investment or issuance requested hereby, will not exceed the Purchase Limit;
|
(v)
|
after giving effect to the Investment or issuance requested hereby, the Purchased Assets Coverage Percentage shall not exceed 100%; and
|
(vi)
|
the Facility Termination Date has not occurred.
|
Linked Account Number
|
Lock-Box
Account Number |
4451226044 (PEA Account)
|
4426927792
|
4427314906 (Wambo Account)
|
4427091737
|
4451226057 (Coalsales Pacific Account)
|
4427273335
|
Input:
|
|
Document 1 ID
|
interwovenSite://AMEDMS/AMECURRENT/725863464/2
|
Description
|
#725863464v2<AMECURRENT> - Peabody 6th Amended and Restated Receivables Purchase Agreement (Amendment No 1 Conformed Copy)
|
Document 2 ID
|
interwovenSite://AMEDMS/AMECURRENT/725863464/12
|
Description
|
#725863464v12<AMECURRENT> - Peabody 6th Amended and Restated Receivables Purchase Agreement (Conformed Copy)
|
Rendering set
|
Standard
|
Legend:
|
|
Insertion
|
|
Deletion
|
|
Moved from
|
|
Moved to
|
|
Style change
|
|
Format change
|
|
Moved deletion
|
|
Inserted cell
|
|
Deleted cell
|
|
Moved cell
|
|
Split/Merged cell
|
|
Padding cell
|
|
Statistics:
|
|
|
Count
|
Insertions
|
122
|
Deletions
|
22
|
Moved from
|
0
|
Moved to
|
0
|
Style change
|
0
|
Format changed
|
0
|
Total changes
|
144
|
Australian Originators
|
Millennium Coal Pty Ltd, Peabody (Bowen) Pty Ltd, Peabody COALSALES Pacific Pty Ltd, Peabody Coppabella Pty Ltd, Wambo Coal Pty Ltd and Wilpinjong Coal Pty Ltd and Metropolitan Collieries Pty Ltd.
|
Australian Sub-Servicers
|
Millennium Coal Pty Ltd, Peabody (Bowen) Pty Ltd, Peabody COALSALES Pacific Pty Ltd, Peabody Coppabella Pty Ltd, Wambo Coal Pty Ltd and Wilpinjong Coal Pty Ltd and Metropolitan Collieries Pty Ltd
|
Document
|
Responsible
Party |
Signatures Needed
|
Doc. Number/ Status
|
|
A.
|
BASIC DOCUMENTS
|
|||
1.
|
Second Amendment to Sixth Amended and Restated Receivables Purchase Agreement
|
MB
|
||
2.
|
Amended and Restated Fee Letter
|
MB
|
||
B.
|
SECURITY INTEREST DOCUMENTATION
|
|||
3.
|
UCC-3 Financing Statement Amendment, amending the collateral descriptions with respect to each US Originator for filing in the relevant state and county-level jurisdiction of such US Originator
|
MB
|
||
C.
|
LEGAL OPINIONS
|
|||
4.
|
Reliance letters with respect to Australian counsel opinions and JD opinions
|
JD
KWM CU |
US Originator
|
Jurisdiction of Formation
|
Peabody Arclar Mining, LLC
|
Indiana limited liability company
|
Peabody Midwest Mining, LLC
|
Indiana limited liability company
|
Peabody Caballo Mining, LLC
|
Delaware limited liability company
|
Peabody COALSALES, LLC
|
Delaware limited liability company
|
COALSALES II, LLC
|
Delaware limited liability company
|
Peabody COALTRADE, LLC
|
Delaware limited liability company
|
Peabody Western Coal Company
|
Delaware corporation
|
Peabody Powder River Mining, LLC
|
Delaware limited liability company
|
Twentymile Coal, LLC
|
Delaware limited liability company
|
Peabody Gateway North Mining, LLC
|
Delaware limited liability company
|
Peabody Wild Boar Mining, LLC
|
Delaware limited liability company
|
Peabody Bear Run Mining, LLC
|
Delaware limited liability company
|
US Sub-Servicer
|
Jurisdiction of Formation
|
Peabody Arclar Mining, LLC
|
Indiana limited liability company
|
Peabody Midwest Mining, LLC
|
Indiana limited liability company
|
Peabody Caballo Mining, LLC
|
Delaware limited liability company
|
Peabody COALSALES, LLC
|
Delaware limited liability company
|
COALSALES II, LLC
|
Delaware limited liability company
|
Peabody
COALTRADE, LLC
|
Delaware limited liability company
|
Peabody Western Coal Company
|
Delaware corporation
|
Peabody Powder River Mining, LLC
|
Delaware limited liability company
|
Twentymile Coal, LLC
|
Delaware limited liability company
|
Peabody Gateway North Mining, LLC
|
Delaware limited liability company
|
Peabody Wild Boar Mining, LLC
|
Delaware limited liability company
|
Peabody Bear Run Mining, LLC
|
Delaware limited liability company
|
Peabody Holding Company, LLC
|
Delaware limited liability company
|
GRANTEE
|
|
PEABODY ENERGY CORPORATION
|
||
[NAME] |
|
By:
|
||
|
|
Its:
|
||
|
|
|
||
|
|
Target number of Performance Share Units evidenced hereby:
[______]
|
||
|
|
|
1.
|
Definitions
. For purposes hereof, as determined by the Committee:
|
(a)
|
“
Average Invested Capital
” shall mean the sum of (i)(A) the total debt of the Company and (B) the total equity of the Company, as determined using the four-quarter average derived from balances reported in quarterly public filings, minus (ii) Excess Cash.
|
(b)
|
“
Environmental Reclamation
” shall mean the amount of acres graded compared to the amount of acres disturbed, whereas the term “graded” means returning the land to the final contour grading prior to soil replacement and the term “disturbed” means new acres impacted for mining purposes.
|
(c)
|
“
Excess Cash
” shall mean the Company’s unrestricted cash reserves, as determined using the four-quarter average derived from balances reported in quarterly public filings, minus $800 million, plus unused available liquidity under any credit arrangements for each period.
|
(d)
|
“
Net Operating Profit After Tax
” shall mean the annual operating profit of the Company,
as publicly reported, excluding (i) the amortization of sales contracts and (ii) any non-recurring charges associated with the early settlement or termination of Company liabilities, mine closures, or employee separation programs, and as adjusted by the amount of taxes paid or received for such year in cash.
|
(e)
|
“
Peer Group
” shall mean the entities set forth on
Exhibit A
hereto. In terms of mandatory adjustments to the Peer Group during the Performance Period: (i) if any member of the Peer Group files for bankruptcy and/or liquidation, is operating under bankruptcy protection, or is delisted from its primary stock exchange because it fails to meet the exchange listing requirement, then such entity will remain in the Peer Group, but RTSR for the Performance Period will be calculated as if such entity achieved Total Shareholder Return placing it at the bottom (chronologically, if more than one such entity) of the Peer Group; (ii) if, by the last day of the Performance Period, any member of the Peer Group has been acquired and/or is no longer existing as a public company that is traded on its primary stock exchange (other than for the reasons as described in subsection (i) above), then such entity will not remain in the Peer Group and RTSR for the Performance Period will be calculated as if such entity had never been a member of the Peer Group; and (iii) except as otherwise described in subsection (i) and (ii) above, for purposes of this Statement of Performance Goals, for each of the members of the Peer Group, such entity shall be deemed to include
|
(f)
|
“
Relative Total Shareholder Return
” or “
RTSR
” shall mean the percentile rank of the Company’s Total Shareholder Return as compared to (but not included in) the Total Shareholder Returns of all members of the Peer Group, ranked in descending order, at the end of the Performance Period.
|
(g)
|
“
Return on Invested Capital
” or
ROIC
” shall mean the quotient of Net Operating Profit After Tax divided by Average Invested Capital for the applicable year in the Performance Period.
|
(h)
|
“
Total Shareholder Return
” shall mean, with respect to each of the Common Stock and the common stock of each of the members of the Peer Group, a rate of return reflecting stock price appreciation, plus the reinvestment of dividends in additional shares of stock, from the beginning of the Performance Period through the end of the Performance Period. For purposes of calculating Total Shareholder Return for each of the Company and the members of the Peer Group, the beginning stock price will be based on the average of the twenty (20) trading days immediately prior to the first day of the Performance Period
on the principal stock exchange on which the stock then traded and the ending stock price will be based on the average of the twenty (20) trading days immediately prior to the last day of the Performance Period on the principal stock exchange on which the stock then trades.
|
2.
|
Calculation of Performance Share Units Earned
. Eighty percent (80%) of the target Performance Share Units award evidenced by this Agreement (the “
ROIC PSUs
”) shall be earned based on achievement of ROIC during the Performance Period and twenty percent (20%) of the target Performance Share Units award evidenced by this Agreement (the “
ENV PSUs
”) shall be earned based on achievement of Environmental Reclamation during the Performance Period. Following the Performance Period, the Committee shall determine whether and to what extent ROIC and Environmental Reclamation goals have been satisfied for the Performance Period and shall determine the percentage of target Performance Share Units that shall become Vested under the Agreement in accordance with the following ROIC Performance Matrix and Environmental Reclamation Performance Matrix, subject to Section 5 of this Statement of Performance Goals:
|
(a)
|
ROIC Performance Matrix
. The percentage of target ROIC PSUs earned shall be determined (rounded down to the nearest whole Performance Share Unit) based on achievement of ROIC during the Performance Period (i.e., the average of ROIC for 2018, 2019 and 2020) as follows:
|
(b)
|
Environmental Reclamation Performance Matrix
. The percentage of target ENV PSUs earned shall be determined (rounded down to the nearest whole Performance Share Unit) based on achievement of Environmental Reclamation during the Performance Period (i.e., the average of 2018 ratio, 2019 ratio and 2020 ratio) as follows:
|
Performance Level
|
Environmental Reclamation for Performance Period
|
ENV PSUs Earned
|
Below Threshold
|
|
0%
|
Threshold
|
|
50%
|
Target
|
|
100%
|
Maximum
|
|
200%
|
3.
|
RTSR Modifier
. Notwithstanding anything in this Statement of Performance Goals to the contrary, the total number of Performance Share Units that become earned pursuant to Section 2 of this Statement of Performance Goals (that is, the sum of the Vested ROIC PSUs and Vested ENV PSUs) shall be adjusted, either upwards or downwards, in accordance with the table below in the event that the Company’s RTSR Percentile Ranking for the Performance Period is as follows:
|
RTSR Percentile Ranking
|
Payout Adjustment
|
Below 25th percentile
|
Decrease payout percentage by 25 percentage points
|
Between 25
th
and 75
th
percentile
|
0%
|
Above 75
th
percentile
|
Increase payout percentage by 25 percentage points
|
|
||
Index/Ticker
|
Company
|
|
ARCA:KOL
|
VanEck Vectors Coal ETF
|
|
NYSE:ARCH
|
Arch Coal, Inc.
|
|
NYSE:CEIX
|
CONSOL Energy Inc.
|
|
NYSE:SXC
|
SunCoke Energy, Inc.
|
|
TSX:TECK.B
|
Teck Resources Limited
|
|
NYSE: CLD
|
Cloud Peak Energy Inc.
|
|
NYSE: HCC
|
Warrior Met Coal, LLC
|
|
ASX: NHC
|
New Hope Corporation Limited
|
|
ASX: WHC
|
Whitehaven Coal Limited
|
|
NasdaqGS:ARLP
|
Alliance Resource Partners, L.P.
|
|
OTCPK:CNTE
|
Contura Energy, Inc.
|
|
NYSE:FELP
|
Foresight Energy LP
|
|
NasdaqCM:HNRG
|
Hallador Energy Company
|
|
NYSE:NRP
|
Natural Resource Partners L.P.
|
|
ASX:S32
|
South32 Limited
|
|
Target number of Performance Share Units:
|
25,000
|
Total number of Performance Share Units earned based on achievement of the ROIC and Environmental Reclamation performance goals (expressed as a percentage), prior to applying the RTSR modifier (the “
Pre-Modifier Earned PSU Percentage
”):
|
110% of target number of Performance Share Units (i.e., 27,500 Performance Share Units)
|
•
|
If the RTSR Percentile Ranking is less than the 25
th
percentile, the Pre-Modifier Earned PSU Percentage is decreased by 25 percentage points, which results in a total payout of 85% of the Target Number of Performance Share Units (i.e., 21,250 PSUs).
|
•
|
If the RTSR Percentile Ranking is between the 25
th
percentile and 75
th
percentile, the Pre-Modifier Earned PSU Percentage remains unchanged, which results in a total payout of 110% of the Target Number of Performance Share Units (i.e., 27,500 PSUs).
|
•
|
If the RTSR Percentile Ranking is greater than the 75
th
percentile, the Pre-Modifier Earned PSU Percentage is increased by 25 percentage points, which results in a total payout of 135% of the Target Number of Performance Share Units (i.e., 33,750 PSUs).
|
|
Predecessor
|
|
Successor
|
||||||||||||||||||||
|
|
|
January 1 through April 1, 2017
|
|
April 2 through December 31, 2017
|
||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
|
||||||||||||||
(Loss) Income from Continuing Operations Before Income Taxes
|
$
|
(734.3
|
)
|
|
$
|
(547.9
|
)
|
|
$
|
(1,990.3
|
)
|
|
$
|
(758.3
|
)
|
|
$
|
(459.3
|
)
|
|
$
|
552.1
|
|
Interest Expense
|
425.2
|
|
|
428.2
|
|
|
533.2
|
|
|
328.1
|
|
|
32.9
|
|
|
140.6
|
|
||||||
Interest Portion of Rental Expense
|
55.5
|
|
|
56.5
|
|
|
49.3
|
|
|
45.1
|
|
|
9.7
|
|
|
20.3
|
|
||||||
Loss (Income) from Equity Affiliates
|
83.4
|
|
|
107.6
|
|
|
292.4
|
|
|
(16.2
|
)
|
|
(15.0
|
)
|
|
(49.0
|
)
|
||||||
Adjusted Earnings
|
$
|
(170.2
|
)
|
|
$
|
44.4
|
|
|
$
|
(1,115.4
|
)
|
|
$
|
(401.3
|
)
|
|
$
|
(431.7
|
)
|
|
$
|
664.0
|
|
Interest Expense
|
$
|
425.2
|
|
|
$
|
428.2
|
|
|
$
|
533.2
|
|
|
$
|
328.1
|
|
|
$
|
32.9
|
|
|
$
|
140.6
|
|
Interest Portion of Rental Expense
|
55.5
|
|
|
56.5
|
|
|
49.3
|
|
|
45.1
|
|
|
9.7
|
|
|
20.3
|
|
||||||
Preference Security Dividend (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
179.5
|
|
||||||
Adjusted Fixed Charges
|
$
|
480.7
|
|
|
$
|
484.7
|
|
|
$
|
582.5
|
|
|
$
|
373.2
|
|
|
$
|
42.6
|
|
|
$
|
340.4
|
|
Ratio of Earnings to Fixed Charges
|
(2)
|
|
|
(2)
|
|
|
(2)
|
|
|
(2)
|
|
|
(2)
|
|
|
1.95
|
|
(1)
|
Reflects 8.5% dividend rate per annum, payable semiannually in kind as a dividend of additional shares of preferred stock in addition to deemed dividends related to the shares of preferred stock that were converted during the period.
|
(2)
|
Earnings were insufficient to cover fixed charges by approximately $147.4 million, $650.9 million, $440.3 million, $1,697.9 million, $774.5 million for the years ended December 31, 2012, 2013, 2014, 2015, and 2016, respectively, and by approximately $474.3 million the period of January 1 through April 1, 2017.
|
Name of Subsidiary
|
Jurisdiction of Formation
|
|
|
9 East Shipping Limited
|
United Kingdom
|
9 East Shipping (Asia) Pte Ltd.
|
Singapore
|
American Land Development, LLC
|
Delaware
|
American Land Holdings of Colorado, LLC
|
Delaware
|
American Land Holdings of Illinois, LLC
|
Delaware
|
American Land Holdings of Indiana, LLC
|
Delaware
|
American Land Holdings of Kentucky, LLC
|
Delaware
|
Big Ridge, Inc.
|
Illinois
|
Big Sky Coal Company
|
Delaware
|
Bowen Basin Coal Joint Venture*
|
Australia
|
BTU International BV
|
Netherlands
|
BTU Western Resources, Inc.
|
Delaware
|
Burton Coal Pty Ltd.
|
Australia
|
Capricorn Joint Venture*
|
Australia
|
Carbones Peabody de Venezuela S.A.
|
Venezuela
|
COALSALES II, LLC
|
Delaware
|
Complejo Siderurgico Del Lago Cosila, SA
|
Venezuela
|
Conservancy Resources, LLC
|
Delaware
|
Coppabella and Moorvale Joint Venture*
|
Australia
|
Desarrollos Venshelf IV, CA
|
Venezuela
|
El Segundo Coal Company, LLC
|
Delaware
|
Excel Equities International Pty Ltd.
|
Australia
|
Excelven Pty Ltd.
|
British Virgin Islands
|
Hayden Gulch Terminal, LLC
|
Delaware
|
Helensburgh Coal Pty Ltd.
|
Australia
|
Hillside Recreational Lands, LLC
|
Delaware
|
James River Coal Terminal, LLC
|
Delaware
|
Kayenta Mobile Home Park, Inc.
|
Delaware
|
Kentucky United Coal LLC
|
Indiana
|
Metropolitan Collieries Pty Ltd.
|
Australia
|
Middlemount Coal Pty Ltd
|
Australia
|
Middlemount Mine Management Pty Ltd
|
Australia
|
Millennium Coal Pty Ltd.
|
Australia
|
Moffat County Mining, LLC
|
Delaware
|
Monto Coal 2 Pty Ltd
|
Australia
|
Monto Coal Joint Venture*
|
Australia
|
Moorvale West Joint Venture*
|
Australia
|
New Mexico Coal Resources, LLC
|
Delaware
|
Newhall Funding Company (MBT)
|
Massachusetts
|
North Goonyella Coal Mines Pty Ltd.
|
Australia
|
North Wambo Pty Ltd.
|
Australia
|
P&L Receivables Company LLC
|
Delaware
|
Peabody (Bowen) Pty Ltd.
|
Australia
|
Peabody (Burton Coal) Pty Ltd.
|
Australia
|
Peabody (Kogan Creek) Pty Ltd.
|
Australia
|
Peabody (Wilkie Creek) Pty Ltd.
|
Australia
|
Peabody Acquisition Co. No. 2 Pty Ltd
|
Australia
|
Peabody Acquisition Co. No. 5 Pty Ltd
|
Australia
|
Peabody Acquisition Cooperatie U.A.
|
Netherlands
|
Peabody AMBV2 B.V.
|
Netherlands
|
Peabody America, LLC
|
Delaware
|
Peabody Arclar Mining, LLC
|
Indiana
|
Peabody Asset Holdings, LLC
|
Delaware
|
Peabody Australia Holdco Pty Ltd.
|
Australia
|
Peabody Australia Intermediate Pty Ltd
|
Australia
|
Peabody Australia Mining Pty Ltd.
|
Australia
|
Peabody BB Interests Pty Ltd
|
Australia
|
Peabody Bear Run Mining, LLC
|
Delaware
|
Peabody Bear Run Services, LLC
|
Delaware
|
Peabody Bistrotel Pty Ltd
|
Australia
|
Peabody Budjero Holdings Pty Ltd
|
Australia
|
Peabody Budjero Pty Ltd
|
Australia
|
Peabody Caballo Mining, LLC
|
Delaware
|
Peabody Capricorn Pty Ltd
|
Australia
|
Peabody Cardinal Gasification, LLC
|
Delaware
|
Peabody China, LLC
|
Delaware
|
Peabody CHPP Pty Ltd
|
Australia
|
Peabody Coal Venezuela Ltd.
|
Bermuda
|
Peabody COALSALES Australia Pty Ltd.
|
Australia
|
Peabody COALSALES, LLC
|
Delaware
|
Peabody COALSALES Pacific Pty Ltd
|
Australia
|
Peabody COALTRADE Asia Private Ltd.
|
Singapore
|
Peabody COALTRADE Australia Pty Ltd.
|
Australia
|
Peabody COALTRADE GmbH
|
Germany
|
Peabody COALTRADE India Private Ltd
|
India
|
Peabody COALTRADE International Limited
|
United Kingdom
|
Peabody COALTRADE, LLC
|
Delaware
|
Peabody Colorado Operations, LLC
|
Delaware
|
Peabody Colorado Services, LLC
|
Delaware
|
Peabody Coppabella Pty Ltd
|
Australia
|
Peabody Coulterville Mining, LLC
|
Delaware
|
Peabody Custom Mining Ltd
|
Australia
|
Peabody Development Company, LLC
|
Delaware
|
Peabody Electricity, LLC
|
Delaware
|
Peabody Employment Services, LLC
|
Delaware
|
Peabody Energy Australia Coal Pty Ltd.
|
Australia
|
Peabody Energy Australia PCI Berrigurra Pty Ltd
|
Australia
|
Peabody Energy Australia PCI (C&M Equipment) Pty Ltd
|
Australia
|
Peabody Energy Australia PCI (C&M Management) Pty Ltd
|
Australia
|
Peabody Energy Australia PCI Equipment Pty Ltd
|
Australia
|
Peabody Energy Australia PCI Exploration Pty Ltd
|
Australia
|
Peabody Energy Australia PCI Financing Pty Ltd
|
Australia
|
Peabody Energy Australia PCI Management Pty Ltd
|
Australia
|
Peabody Energy Australia PCI Mine Management Pty Ltd
|
Australia
|
Peabody Energy Australia PCI Pty Ltd
|
Australia
|
Peabody Energy Australia PCI Rush Pty Ltd
|
Australia
|
Peabody Energy Australia Pty Ltd
|
Australia
|
Peabody Energy (Botswana) (Proprietary) Limited
|
Botswana
|
Peabody Energy Finance Pty Ltd.
|
Australia
|
Peabody Energy (Gibraltar) Limited
|
Gibraltar
|
Peabody Gateway North Mining, LLC
|
Delaware
|
Peabody Gateway Services, LLC
|
Delaware
|
Peabody Global Funding, LLC
|
Delaware
|
Peabody Global Services Pte Ltd.
|
Singapore
|
Peabody Gobi LLC
|
Mongolia
|
Peabody Holding Company, LLC
|
Delaware
|
Peabody Holdings (Gibraltar) Limited
|
Gibraltar
|
Peabody Holland BV
|
Netherlands
|
Peabody IC Funding Corp.
|
Delaware
|
Peabody IC Holdings, LLC
|
Missouri
|
Peabody Illinois Services, LLC
|
Delaware
|
Peabody Indiana Services, LLC
|
Delaware
|
Peabody International (Gibraltar) Ltd.
|
Gibraltar
|
Peabody International Holdings, LLC
|
Delaware
|
Peabody International Investments, Inc.
|
Delaware
|
Peabody International Services, Inc.
|
Delaware
|
Peabody Investment & Development Business Services Beijing Co. Ltd.
|
China
|
Peabody Investments (Gibraltar) Limited
|
Gibraltar
|
Peabody Investments Corp.
|
Delaware
|
Peabody MCC (Gibraltar) Limited
|
Gibraltar
|
Peabody MCC Holdco Pty Ltd.
|
Australia
|
Peabody Mining (Gibraltar) Limited
|
Gibraltar
|
Peabody Midwest Management Services, LLC
|
Delaware
|
Peabody Midwest Mining, LLC
|
Indiana
|
Peabody Midwest Operations, LLC
|
Delaware
|
Peabody Midwest Services, LLC
|
Delaware
|
Peabody Mongolia, LLC
|
Delaware
|
Peabody Monto Coal Pty Ltd
|
Australia
|
Peabody Moorvale West Pty Ltd.
|
Australia
|
Peabody Moorvale Pty Ltd
|
Australia
|
Peabody Mozambique Ltda.
|
Mozambique
|
Peabody Natural Gas, LLC
|
Delaware
|
Peabody Natural Resources Company
|
Delaware
|
Peabody Netherlands Holding B.V.
|
Netherlands
|
Peabody New Mexico Services, LLC
|
Delaware
|
Peabody Olive Downs Pty Ltd.
|
Australia
|
Peabody Operations Holding, LLC
|
Delaware
|
Peabody Pastoral Holdings Pty Ltd
|
Australia
|
Peabody Powder River Mining, LLC
|
Delaware
|
Peabody Powder River Operations, LLC
|
Delaware
|
Peabody Powder River Services, LLC
|
Delaware
|
Peabody Rocky Mountain Management Services, LLC
|
Delaware
|
Peabody Rocky Mountain Services, LLC
|
Delaware
|
Peabody Sage Creek Mining, LLC
|
Delaware
|
Peabody School Creek Mining, LLC
|
Delaware
|
Peabody Securities Finance Corporation
|
Delaware
|
Peabody Services Holding, LLC
|
Delaware
|
Peabody Terminals, LLC
|
Delaware
|
Peabody Twentymile Mining, LLC
|
Delaware
|
Peabody Venezuela Coal Corp.
|
Delaware
|
Peabody Venture Fund, LLC
|
Delaware
|
Peabody-Waterside Development, L.L.C.
|
Delaware
|
Peabody West Burton Pty Ltd
|
Australia
|
Peabody Western Coal Company
|
Delaware
|
Peabody West Rolleston Pty Ltd.
|
Australia
|
Peabody West Walker Pty Ltd.
|
Australia
|
Peabody Wild Boar Mining, LLC
|
Delaware
|
Peabody Wild Boar Services, LLC
|
Delaware
|
Peabody Williams Fork Mining, LLC
|
Delaware
|
Peabody Wyoming Services, LLC
|
Delaware
|
PEAMCoal Pty Ltd
|
Australia
|
PEAMCoal Holdings Pty Ltd
|
Australia
|
PEC Equipment Company, LLC
|
Delaware
|
PT Peabody Coaltrade Indonesia
|
Indonesia
|
PT Peabody Mining Services
|
Indonesia
|
Ribfield Pty Ltd
|
Australia
|
SAGE CREEK HOLDINGS, LLC
|
Delaware
|
Sage Creek Land & Reserves, LLC
|
Delaware
|
Seneca Coal Company, LLC
|
Delaware
|
Seneca Property, LLC
|
Delaware
|
Shoshone Coal Corporation
|
Delaware
|
Sterling Centennial Missouri Insurance Corporation
|
Missouri
|
Transportes Coal Sea de Venezuela, CA
|
Venezuela
|
Twentymile Coal LLC
|
Delaware
|
United Minerals Company LLC
|
Indiana
|
Wambo Coal Pty Ltd.
|
Australia
|
Wambo Coal Terminal Pty Ltd
|
Australia
|
JOHN T. BOYD COMPANY
|
|
By:
|
/s/ Ronald L. Lewis
|
|
Ronald L. Lewis
|
|
Managing Director and COO
|
1.
|
I have reviewed this Annual Report on Form 10-K of Peabody Energy Corporation (“the registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Glenn L. Kellow
|
|
Glenn L. Kellow
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Peabody Energy Corporation (“the registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Amy B. Schwetz
|
|
Amy B. Schwetz
|
|
Executive Vice President and Chief Financial Officer
|
|
(1)
|
the Annual Report on Form 10-K for the annual period ended
December 31, 2017
(the “Annual 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 Annual Report fairly presents, in all material respects, the financial condition and results of operations of Peabody Energy Corporation.
|
/s/ Glenn L. Kellow
|
|
Glenn L. Kellow
|
|
President and Chief Executive Officer
|
|
(1)
|
the Annual Report on Form 10-K for the annual period ended
December 31, 2017
(the “Annual 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 Annual 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Arclar Preparation Plant
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
0.1
|
|
|
—
|
|
Bear Run
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.5
|
|
|
—
|
|
|
Francisco Preparation Plant (Francisco Mine)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
Francisco Underground
|
|
118
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
399.8
|
|
|
—
|
|
|
Gateway Mine North
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85.5
|
|
|
—
|
|
|
Gateway Preparation Plant
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
Midwest Repair Facility (Columbia Maintenance Services)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
Somerville Central
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.0
|
|
|
—
|
|
|
Wild Boar
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
Wildcat Hills Cottage Grove Pit
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
Wildcat Hills Underground
|
|
122
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
519.6
|
|
|
—
|
|
|
Powder River Basin Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Caballo
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.2
|
|
|
—
|
|
|
North Antelope Rochelle
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29.6
|
|
|
—
|
|
|
Rawhide
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|
Western U.S. Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
El Segundo
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.2
|
|
|
—
|
|
|
Kayenta
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29.2
|
|
|
—
|
|
|
Lee Ranch
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
Twentymile (Foidel Creek Mine)
|
|
25
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
153.5
|
|
|
—
|
|
(1)
|
The definition of "mine" under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting coal, such as land, structures, facilities, equipment, machines, tools and coal preparation facilities. Also, there are instances where the mine name per the MSHA system differs from the mine name utilized by us. Where applicable, we have parenthetically listed the name of the mine per the MSHA system. Also, all mines are listed alphabetically within each of our U.S. mining segments.
|
•
|
Contests of Citations and Orders
: A contest proceeding may be filed with the Commission by operators, miners or miners’ representatives to challenge the issuance of a citation or order issued by MSHA, including citations related to disputed provisions of operators' emergency response plans.
|
•
|
Contests of Proposed Penalties (Petitions for Assessment of Penalties)
:
A contest of a proposed penalty is an administrative proceeding before the Commission challenging a civil penalty that MSHA has proposed for the violation. Such proceedings may also involve appeals of judges' decisions or orders to the Commission on proposed penalties, including petitions for discretionary review and review by the Commission on its own motion.
|
•
|
Complaints for Compensation
:
A complaint for compensation may be filed with the Commission by miners entitled to compensation when a mine is closed by certain withdrawal orders issued by MSHA. The purpose of the proceeding is to determine the amount of compensation, if any, due miners idled by the orders.
|
•
|
Complaints of Discharge, Discrimination or Interference
:
A discrimination proceeding is a case that involves a miner’s allegation that he or she has suffered a wrong by the operator because he or she engaged in some type of activity protected under the Mine Act, such as making a safety complaint. This category includes temporary reinstatement proceedings, which involve cases in which a miner has filed a complaint with MSHA stating he or she has suffered discrimination and the miner has lost his or her position.
|
•
|
Applications for Temporary Relief:
An application for temporary relief from any modification or termination of any order or from any order issued under certain subparts of section 104 of the Mine Act may be filed with the Commission at any time before such order becomes final.
|
|
|
Pending Legal Actions
|
|
Legal Actions Initiated During the Year Ended
December 31, 2017
|
|
Legal Actions Resolved During the Year Ended
December 31, 2017
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Number of Pending Legal Actions as of December 31, 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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Midwestern U.S. Mining
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|
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|
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Francisco Underground
|
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15
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—
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15
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—
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—
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—
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16
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|
24
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Gateway
(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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—
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7
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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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2
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1
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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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—
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—
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—
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—
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—
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1
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West 61
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—
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—
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—
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—
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—
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—
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|
—
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|
1
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Wildcat Hills Underground
|
|
7
|
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—
|
|
7
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—
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—
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—
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|
10
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|
5
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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
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Powder River Basin Mining
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North Antelope Rochelle
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—
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—
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|
—
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—
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|
—
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|
—
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|
—
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2
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Western U.S. Mining
|
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|
|
|
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|
|
|
|
|
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El Segundo
|
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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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|
1
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—
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Kayenta
|
|
2
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|
1
|
|
1
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|
—
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|
—
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|
—
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|
2
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|
—
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Twentymile (Foidel Creek)
|
|
7
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3
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|
4
|
|
—
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|
—
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|
—
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|
15
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23
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(1)
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The definition of "mine" under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting coal, such as land, structures, facilities, equipment, machines, tools and coal preparation facilities. Also, there are instances where the mine name per the MSHA system differs from the mine name utilized by us. Where applicable, we have parenthetically listed the name of the mine per the MSHA system. Also, all mines are listed alphabetically within each of our U.S. mining segments.
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(2)
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Contests included a total of 1 appeals of judge's decisions or orders to the Commission as of
December 31, 2017
.
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(3)
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Mine was closed as of
December 31, 2017
.
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(4)
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Mine was classified in discontinued operations as of
December 31, 2017
.
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