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FORM 10-Q
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þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2018
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¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ____________ to ____________
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Delaware
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13-4004153
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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701 Market Street, St. Louis, Missouri
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63101-1826
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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||||
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Emerging growth company
¨
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Page
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Successor
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Predecessor
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Successor
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Predecessor
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||||||||||||||||
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Three Months Ended June 30, 2018
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April 2 through June 30, 2017
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April 1, 2017
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Six Months Ended June 30, 2018
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April 2 through June 30, 2017
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January 1 through April 1, 2017
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||||||||||||
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(Dollars in millions, except per share data)
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||||||||||||||||||||
Revenues
|
|
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|||||||||||
Sales
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$
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1,137.3
|
|
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$
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1,059.6
|
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$
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—
|
|
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$
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2,406.4
|
|
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$
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1,059.6
|
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$
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1,081.4
|
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Other revenues
|
172.1
|
|
|
198.7
|
|
—
|
|
|
365.7
|
|
|
198.7
|
|
244.8
|
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||||||
Total revenues
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1,309.4
|
|
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1,258.3
|
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—
|
|
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2,772.1
|
|
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1,258.3
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1,326.2
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||||||
Costs and expenses
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|
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||||||||||||
Operating costs and expenses (exclusive of items shown separately below)
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946.5
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|
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927.9
|
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—
|
|
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2,003.7
|
|
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927.9
|
|
950.2
|
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||||||
Depreciation, depletion and amortization
|
163.9
|
|
|
148.3
|
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—
|
|
|
333.5
|
|
|
148.3
|
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119.9
|
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||||||
Asset retirement obligation expenses
|
13.2
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11.0
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—
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25.5
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11.0
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14.6
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||||||
Selling and administrative expenses
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44.1
|
|
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34.7
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—
|
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81.1
|
|
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34.7
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36.3
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||||||
Other operating (income) loss:
|
|
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|
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||||||||||||
Net loss (gain) on disposals
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1.6
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(0.5
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)
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—
|
|
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(29.0
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)
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(0.5
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)
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(22.8
|
)
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||||||
Asset impairment
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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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30.5
|
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||||||
Income from equity affiliates
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(25.2
|
)
|
|
(15.7
|
)
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—
|
|
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(47.2
|
)
|
|
(15.7
|
)
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(15.0
|
)
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||||||
Operating profit
|
165.3
|
|
|
152.6
|
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—
|
|
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404.5
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|
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152.6
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212.5
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||||||
Interest expense
|
38.3
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41.4
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—
|
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74.6
|
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41.4
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32.9
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||||||
Loss on early debt extinguishment
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2.0
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—
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—
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2.0
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|
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—
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—
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||||||
Interest income
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(7.0
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)
|
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(1.5
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)
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—
|
|
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(14.2
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)
|
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(1.5
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)
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(2.7
|
)
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||||||
Net periodic benefit costs, excluding service cost
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4.6
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6.6
|
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—
|
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9.1
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|
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6.6
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14.4
|
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||||||
Reorganization items, net
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—
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|
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—
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585.8
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(12.8
|
)
|
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—
|
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627.2
|
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||||||
Income (loss) from continuing operations before income taxes
|
127.4
|
|
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106.1
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(585.8
|
)
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345.8
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106.1
|
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(459.3
|
)
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||||||
Income tax provision (benefit)
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7.4
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4.7
|
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(266.0
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)
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17.5
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4.7
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(263.8
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)
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||||||
Income (loss) from continuing operations, net of income taxes
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120.0
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101.4
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(319.8
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)
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328.3
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101.4
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(195.5
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)
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||||||
Loss from discontinued operations, net of income taxes
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(3.6
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)
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(2.7
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)
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(12.1
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)
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(4.9
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)
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(2.7
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)
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(16.2
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)
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||||||
Net income (loss)
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116.4
|
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98.7
|
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(331.9
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)
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323.4
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98.7
|
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(211.7
|
)
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||||||
Less: Series A Convertible Preferred Stock dividends
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—
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115.1
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—
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102.5
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115.1
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—
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||||||
Less: Net income attributable to noncontrolling interests
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2.7
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3.8
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—
|
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0.6
|
|
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3.8
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4.8
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||||||
Net income (loss) attributable to common stockholders
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$
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113.7
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|
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$
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(20.2
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)
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$
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(331.9
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)
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$
|
220.3
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|
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$
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(20.2
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)
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$
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(216.5
|
)
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|
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|
|
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||||||||||||
Income (loss) from continuing operations:
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||||||||||||
Basic income (loss) per share
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$
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0.94
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$
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(0.18
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)
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$
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(17.44
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)
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$
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1.78
|
|
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$
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(0.18
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)
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$
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(10.93
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)
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Diluted income (loss) per share
|
$
|
0.93
|
|
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$
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(0.18
|
)
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$
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(17.44
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)
|
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$
|
1.76
|
|
|
$
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(0.18
|
)
|
$
|
(10.93
|
)
|
|
|
|
|
|
|
|
|
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||||||||||||
Net income (loss) attributable to common stockholders:
|
|
|
|
|
|
|
|
|
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||||||||||||
Basic income (loss) per share
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$
|
0.91
|
|
|
$
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(0.21
|
)
|
$
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(18.10
|
)
|
|
$
|
1.74
|
|
|
$
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(0.21
|
)
|
$
|
(11.81
|
)
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Diluted income (loss) per share
|
$
|
0.90
|
|
|
$
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(0.21
|
)
|
$
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(18.10
|
)
|
|
$
|
1.72
|
|
|
$
|
(0.21
|
)
|
$
|
(11.81
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dividends declared per share
|
$
|
0.115
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
0.230
|
|
|
$
|
—
|
|
$
|
—
|
|
|
Successor
|
Predecessor
|
|
Successor
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Predecessor
|
||||||||||||||||
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Three Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
April 1, 2017
|
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
||||||||||||
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(Dollars in millions)
|
||||||||||||||||||||
Net income (loss)
|
$
|
116.4
|
|
|
$
|
98.7
|
|
$
|
(331.9
|
)
|
|
$
|
323.4
|
|
|
$
|
98.7
|
|
$
|
(211.7
|
)
|
Reclassification for realized losses on cash flow hedges (net of respective net tax provision of $0.0, $0.0, $0.0, $0.0, $0.0 and $9.1) included in net income
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
18.6
|
|
||||||
Postretirement plans and workers’ compensation obligations (net of respective net tax provision of $0.0, $0.0, $0.0, $0.0, $0.0 and $2.5)
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
4.4
|
|
||||||
Foreign currency translation adjustment
|
(2.2
|
)
|
|
0.5
|
|
—
|
|
|
(3.0
|
)
|
|
0.5
|
|
5.5
|
|
||||||
Other comprehensive (loss) income, net of income taxes
|
(2.2
|
)
|
|
0.5
|
|
—
|
|
|
(3.0
|
)
|
|
0.5
|
|
28.5
|
|
||||||
Comprehensive income (loss)
|
114.2
|
|
|
99.2
|
|
(331.9
|
)
|
|
320.4
|
|
|
99.2
|
|
(183.2
|
)
|
||||||
Less: Series A Convertible Preferred Stock dividends
|
—
|
|
|
115.1
|
|
—
|
|
|
102.5
|
|
|
115.1
|
|
—
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
2.7
|
|
|
3.8
|
|
—
|
|
|
0.6
|
|
|
3.8
|
|
4.8
|
|
||||||
Comprehensive income (loss) attributable to common stockholders
|
$
|
111.5
|
|
|
$
|
(19.7
|
)
|
$
|
(331.9
|
)
|
|
$
|
217.3
|
|
|
$
|
(19.7
|
)
|
$
|
(188.0
|
)
|
|
(Unaudited)
|
|
|
||||
|
June 30, 2018
|
|
December 31, 2017
|
||||
|
(Amounts in millions, except per share data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,451.7
|
|
|
$
|
1,012.1
|
|
Restricted cash
|
—
|
|
|
40.1
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $4.8 at June 30, 2018 and $4.6 at December 31, 2017
|
503.0
|
|
|
552.1
|
|
||
Inventories
|
290.5
|
|
|
291.3
|
|
||
Other current assets
|
223.2
|
|
|
294.4
|
|
||
Total current assets
|
2,468.4
|
|
|
2,190.0
|
|
||
Property, plant, equipment and mine development, net
|
4,945.7
|
|
|
5,111.9
|
|
||
Collateral arrangements
|
—
|
|
|
323.1
|
|
||
Investments and other assets
|
296.1
|
|
|
470.6
|
|
||
Deferred income taxes
|
85.5
|
|
|
85.6
|
|
||
Total assets
|
$
|
7,795.7
|
|
|
$
|
8,181.2
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current portion of long-term debt
|
$
|
45.0
|
|
|
$
|
42.1
|
|
Accounts payable and accrued expenses
|
1,038.9
|
|
|
1,202.8
|
|
||
Total current liabilities
|
1,083.9
|
|
|
1,244.9
|
|
||
Long-term debt, less current portion
|
1,358.0
|
|
|
1,418.7
|
|
||
Deferred income taxes
|
5.1
|
|
|
5.4
|
|
||
Asset retirement obligations
|
672.6
|
|
|
657.0
|
|
||
Accrued postretirement benefit costs
|
726.8
|
|
|
730.0
|
|
||
Other noncurrent liabilities
|
404.0
|
|
|
469.4
|
|
||
Total liabilities
|
4,250.4
|
|
|
4,525.4
|
|
||
Stockholders’ equity
|
|
|
|
||||
Series A Convertible Preferred Stock — $0.01 per share par value; no shares authorized, issued or outstanding as of June 30, 2018 and 50.0 shares authorized, 30.0 shares issued and 13.5 shares outstanding as of December 31, 2017
|
—
|
|
|
576.0
|
|
||
Preferred Stock — $0.01 per share par value; 100.0 shares authorized, no shares issued or outstanding as of June 30, 2018 and 50.0 shares authorized, no shares issued or outstanding as of December 31, 2017
|
—
|
|
|
—
|
|
||
Series Common Stock — $0.01 per share par value; 50.0 shares authorized, no shares issued or outstanding as of June 30, 2018 or December 31, 2017
|
—
|
|
|
—
|
|
||
Common Stock — $0.01 per share par value; 450.0 shares authorized, 137.7 shares issued and 122.3 shares outstanding as of June 30, 2018 and 111.8 shares issued and 105.2 shares outstanding as of December 31, 2017
|
1.4
|
|
|
1.0
|
|
||
Additional paid-in capital
|
3,285.7
|
|
|
2,590.3
|
|
||
Treasury stock, at cost — 15.4 and 5.8 common shares as of June 30, 2018 and December 31, 2017
|
(564.9
|
)
|
|
(175.9
|
)
|
||
Retained earnings
|
781.3
|
|
|
613.6
|
|
||
Accumulated other comprehensive (loss) income
|
(1.6
|
)
|
|
1.4
|
|
||
Peabody Energy Corporation stockholders’ equity
|
3,501.9
|
|
|
3,606.4
|
|
||
Noncontrolling interests
|
43.4
|
|
|
49.4
|
|
||
Total stockholders’ equity
|
3,545.3
|
|
|
3,655.8
|
|
||
Total liabilities and stockholders’ equity
|
$
|
7,795.7
|
|
|
$
|
8,181.2
|
|
|
|
Successor
|
Predecessor
|
||||||||
|
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
||||||
|
|
(Dollars in millions)
|
|||||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
323.4
|
|
|
$
|
98.7
|
|
$
|
(211.7
|
)
|
Loss from discontinued operations, net of income taxes
|
|
4.9
|
|
|
2.7
|
|
16.2
|
|
|||
Income (loss) from continuing operations, net of income taxes
|
|
328.3
|
|
|
101.4
|
|
(195.5
|
)
|
|||
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
|
|
333.5
|
|
|
148.3
|
|
119.9
|
|
|||
Noncash coal inventory revaluation
|
|
—
|
|
|
67.3
|
|
—
|
|
|||
Noncash interest expense, net
|
|
8.1
|
|
|
4.2
|
|
0.5
|
|
|||
Deferred income taxes
|
|
0.5
|
|
|
(1.6
|
)
|
(252.2
|
)
|
|||
Noncash share-based compensation
|
|
16.5
|
|
|
7.0
|
|
1.9
|
|
|||
Asset impairment
|
|
—
|
|
|
—
|
|
30.5
|
|
|||
Net gain on disposals
|
|
(29.0
|
)
|
|
(0.5
|
)
|
(22.8
|
)
|
|||
Income from equity affiliates
|
|
(47.2
|
)
|
|
(15.7
|
)
|
(15.0
|
)
|
|||
Foreign currency option contracts
|
|
6.4
|
|
|
(9.3
|
)
|
—
|
|
|||
Reclassification from other comprehensive earnings for terminated hedge contracts
|
|
—
|
|
|
—
|
|
27.6
|
|
|||
Noncash reorganization items, net
|
|
(12.8
|
)
|
|
—
|
|
(485.4
|
)
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
|
104.4
|
|
|
(84.4
|
)
|
159.3
|
|
|||
Inventories
|
|
0.9
|
|
|
(60.0
|
)
|
(47.2
|
)
|
|||
Other current assets
|
|
(38.2
|
)
|
|
(17.1
|
)
|
0.2
|
|
|||
Accounts payable and accrued expenses
|
|
(40.1
|
)
|
|
(118.5
|
)
|
(65.5
|
)
|
|||
Collateral arrangements
|
|
323.1
|
|
|
49.7
|
|
(66.4
|
)
|
|||
Asset retirement obligations
|
|
9.2
|
|
|
4.6
|
|
10.2
|
|
|||
Workers’ compensation obligations
|
|
(0.6
|
)
|
|
(1.2
|
)
|
(3.1
|
)
|
|||
Postretirement benefit obligations
|
|
(3.1
|
)
|
|
(0.7
|
)
|
0.8
|
|
|||
Pension obligations
|
|
(46.6
|
)
|
|
(2.1
|
)
|
5.4
|
|
|||
Other, net
|
|
5.9
|
|
|
(5.1
|
)
|
(8.0
|
)
|
|||
Net cash provided by (used in) continuing operations
|
|
919.2
|
|
|
66.3
|
|
(804.8
|
)
|
|||
Net cash used in discontinued operations
|
|
(3.8
|
)
|
|
(0.6
|
)
|
(8.2
|
)
|
|||
Net cash provided by (used in) operating activities
|
|
915.4
|
|
|
65.7
|
|
(813.0
|
)
|
|||
Cash Flows From Investing Activities
|
|
|
|
|
|
||||||
Additions to property, plant, equipment and mine development
|
|
(125.6
|
)
|
|
(45.9
|
)
|
(32.8
|
)
|
|||
Changes in accrued expenses related to capital expenditures
|
|
(0.9
|
)
|
|
1.6
|
|
(1.4
|
)
|
|||
Federal coal lease expenditures
|
|
(0.5
|
)
|
|
—
|
|
(0.5
|
)
|
|||
Proceeds from disposal of assets
|
|
52.6
|
|
|
2.5
|
|
24.3
|
|
|||
Contributions to joint ventures
|
|
(243.8
|
)
|
|
(96.3
|
)
|
(95.4
|
)
|
|||
Distributions from joint ventures
|
|
236.8
|
|
|
95.5
|
|
90.5
|
|
|||
Advances to related parties
|
|
(4.6
|
)
|
|
(0.9
|
)
|
(0.4
|
)
|
|||
Repayments of loans from related parties
|
|
70.2
|
|
|
26.5
|
|
31.1
|
|
|||
Other, net
|
|
(2.2
|
)
|
|
(1.5
|
)
|
(0.3
|
)
|
|||
Net cash (used in) provided by investing activities
|
|
(18.0
|
)
|
|
(18.5
|
)
|
15.1
|
|
|
Peabody Energy Corporation Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||
|
Series A Convertible Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury Stock
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling
Interests
|
|
Total
Stockholders’
Equity
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
December 31, 2017
|
$
|
576.0
|
|
|
$
|
1.0
|
|
|
$
|
2,590.3
|
|
|
$
|
(175.9
|
)
|
|
$
|
613.6
|
|
|
$
|
1.4
|
|
|
$
|
49.4
|
|
|
$
|
3,655.8
|
|
Impact of adoption of Accounting Standards Update 2014-09
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.5
|
)
|
|
—
|
|
|
—
|
|
|
(22.5
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
322.8
|
|
|
—
|
|
|
0.6
|
|
|
323.4
|
|
||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
(30.1
|
)
|
|
—
|
|
|
—
|
|
|
(29.3
|
)
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
(3.0
|
)
|
||||||||
Series A Convertible Preferred Stock conversions
|
(576.0
|
)
|
|
0.4
|
|
|
678.1
|
|
|
—
|
|
|
(102.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation for equity-classified awards
|
—
|
|
|
—
|
|
|
16.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.5
|
|
||||||||
Common stock repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
(374.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(374.5
|
)
|
||||||||
Repurchase of employee common stock relinquished for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.5
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.6
|
)
|
|
(6.6
|
)
|
||||||||
June 30, 2018
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
3,285.7
|
|
|
$
|
(564.9
|
)
|
|
$
|
781.3
|
|
|
$
|
(1.6
|
)
|
|
$
|
43.4
|
|
|
$
|
3,545.3
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||
|
April 1, 2017
|
|
Six Months Ended June 30, 2018
|
|
|
January 1 through April 1, 2017
|
||||||
|
(Dollars in millions)
|
|||||||||||
Gain on settlement of claims
(1) (2)
|
$
|
(3,031.2
|
)
|
|
$
|
(12.8
|
)
|
|
|
$
|
(3,031.2
|
)
|
Fresh start adjustments, net
(1)
|
3,363.1
|
|
|
—
|
|
|
|
3,363.1
|
|
|||
Fresh start income tax adjustments, net
(1)
|
253.9
|
|
|
—
|
|
|
|
253.9
|
|
|||
Professional fees
(3)
|
—
|
|
|
—
|
|
|
|
42.5
|
|
|||
Accounts payable settlement gains
|
—
|
|
|
—
|
|
|
|
(0.7
|
)
|
|||
Interest income
|
—
|
|
|
—
|
|
|
|
(0.4
|
)
|
|||
Reorganization items, net
|
$
|
585.8
|
|
|
$
|
(12.8
|
)
|
|
|
$
|
627.2
|
|
|
|
|
|
|
|
|
||||||
Cash paid for "Reorganization items, net"
|
$
|
14.4
|
|
|
$
|
—
|
|
|
|
$
|
45.8
|
|
(1)
|
Refer to
Note 2. “Emergence from the Chapter 11 Cases and Fresh Start Reporting” in the Company's Annual Report on Form 10-K for the year ended December 31, 2017
for further information related to the adjustments recorded in the periods
April 1, 2017
and
January 1 through April 1, 2017
.
|
(2)
|
“Reorganization items, net” for the
six
months ended
June 30, 2018
consisted of settlement gains related to certain unsecured claims.
|
(3)
|
Professional fees are only those that were directly related to the reorganization including, but not limited to, fees associated with advisors to the Debtors, the unsecured creditors' committee and certain other secured and unsecured creditors.
|
|
Balance at
December 31, 2017
|
|
Adjustments due to ASU 2014-09
|
|
Balance at
January 1, 2018
|
||||||
|
(Dollars in millions)
|
||||||||||
ASSETS
|
|
|
|
|
|
||||||
Investments and other assets
|
$
|
470.6
|
|
|
$
|
(22.5
|
)
|
|
$
|
448.1
|
|
|
|
|
|
|
|
||||||
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||||||
Retained earnings
|
613.6
|
|
|
(22.5
|
)
|
|
591.1
|
|
|
Successor
|
||||||||||
|
April 2 through June 30, 2017
|
||||||||||
|
Before Application of Accounting Guidance
|
|
Adjustment
|
|
After Application of Accounting Guidance
|
||||||
|
(Dollars in millions)
|
||||||||||
Results of Operations Amounts
|
|
|
|
|
|
||||||
Operating costs and expenses
|
$
|
934.8
|
|
|
$
|
(6.9
|
)
|
|
$
|
927.9
|
|
Selling and administrative expenses
|
34.4
|
|
|
0.3
|
|
|
34.7
|
|
|||
Operating profit
|
146.0
|
|
|
6.6
|
|
|
152.6
|
|
|||
Net periodic benefit costs, excluding service cost
|
—
|
|
|
6.6
|
|
|
6.6
|
|
|||
Income from continuing operations before income taxes
|
106.1
|
|
|
—
|
|
|
106.1
|
|
|
Predecessor
|
||||||||||
|
January 1 through April 1, 2017
|
||||||||||
|
Before Application of Accounting Guidance
|
|
Adjustment
|
|
After Application of Accounting Guidance
|
||||||
|
(Dollars in millions)
|
||||||||||
Results of Operations Amounts
|
|
|
|
|
|
||||||
Operating costs and expenses
|
$
|
963.7
|
|
|
$
|
(13.5
|
)
|
|
$
|
950.2
|
|
Selling and administrative expenses
|
37.2
|
|
|
(0.9
|
)
|
|
36.3
|
|
|||
Operating profit
|
198.1
|
|
|
14.4
|
|
|
212.5
|
|
|||
Net periodic benefit costs, excluding service cost
|
—
|
|
|
14.4
|
|
|
14.4
|
|
|||
Loss from continuing operations before income taxes
|
(459.3
|
)
|
|
—
|
|
|
(459.3
|
)
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Trade receivables, net
|
$
|
412.7
|
|
|
$
|
504.2
|
|
Miscellaneous receivables, net
|
90.3
|
|
|
47.9
|
|
||
Accounts receivable, net
|
$
|
503.0
|
|
|
$
|
552.1
|
|
|
Successor
|
||||||||||||||||||||||||||||||
|
Three Months Ended June 30, 2018
|
||||||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern U.S. Mining
|
|
Western U.S. Mining
|
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
|
Trading and Brokerage
|
|
Corporate and Other
(1)
|
|
Consolidated
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
Thermal coal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Domestic
|
$
|
321.5
|
|
|
$
|
196.9
|
|
|
$
|
131.1
|
|
|
$
|
—
|
|
|
$
|
38.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
688.0
|
|
Export
|
—
|
|
|
0.6
|
|
|
4.3
|
|
|
—
|
|
|
228.7
|
|
|
—
|
|
|
—
|
|
|
233.6
|
|
||||||||
Total thermal
|
321.5
|
|
|
197.5
|
|
|
135.4
|
|
|
—
|
|
|
267.2
|
|
|
—
|
|
|
—
|
|
|
921.6
|
|
||||||||
Metallurgical coal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Export
|
—
|
|
|
—
|
|
|
—
|
|
|
417.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
417.2
|
|
||||||||
Total metallurgical
|
—
|
|
|
—
|
|
|
—
|
|
|
417.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
417.2
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
4.2
|
|
|
0.3
|
|
|
0.2
|
|
|
10.0
|
|
|
(44.1
|
)
|
|
(29.4
|
)
|
||||||||
Total revenues
|
$
|
321.5
|
|
|
$
|
197.5
|
|
|
$
|
139.6
|
|
|
$
|
417.5
|
|
|
$
|
267.4
|
|
|
$
|
10.0
|
|
|
$
|
(44.1
|
)
|
|
$
|
1,309.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Successor
|
||||||||||||||||||||||||||||||
|
April 2 through June 30, 2017
|
||||||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern U.S. Mining
|
|
Western U.S. Mining
|
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
|
Trading and Brokerage
|
|
Corporate and Other
(1)
|
|
Consolidated
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
Thermal coal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Domestic
|
$
|
361.1
|
|
|
$
|
194.8
|
|
|
$
|
123.8
|
|
|
$
|
—
|
|
|
$
|
28.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
707.8
|
|
Export
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
210.9
|
|
|
—
|
|
|
—
|
|
|
210.9
|
|
||||||||
Total thermal
|
361.1
|
|
|
194.8
|
|
|
123.8
|
|
|
—
|
|
|
239.0
|
|
|
—
|
|
|
—
|
|
|
918.7
|
|
||||||||
Metallurgical coal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Export
|
—
|
|
|
—
|
|
|
—
|
|
|
287.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
287.8
|
|
||||||||
Total metallurgical
|
—
|
|
|
—
|
|
|
—
|
|
|
287.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
287.8
|
|
||||||||
Other
|
4.3
|
|
|
0.1
|
|
|
1.6
|
|
|
—
|
|
|
0.2
|
|
|
5.2
|
|
|
40.4
|
|
|
51.8
|
|
||||||||
Total revenues
|
$
|
365.4
|
|
|
$
|
194.9
|
|
|
$
|
125.4
|
|
|
$
|
287.8
|
|
|
$
|
239.2
|
|
|
$
|
5.2
|
|
|
$
|
40.4
|
|
|
$
|
1,258.3
|
|
|
Successor
|
||||||||||||||||||||||||||||||
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern U.S. Mining
|
|
Western U.S. Mining
|
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
|
Trading and Brokerage
|
|
Corporate and Other
(1)
|
|
Consolidated
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
Thermal coal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Domestic
|
$
|
710.7
|
|
|
$
|
397.8
|
|
|
$
|
261.4
|
|
|
$
|
—
|
|
|
$
|
74.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,444.5
|
|
Export
|
—
|
|
|
1.3
|
|
|
12.3
|
|
|
—
|
|
|
393.6
|
|
|
—
|
|
|
—
|
|
|
407.2
|
|
||||||||
Total thermal
|
710.7
|
|
|
399.1
|
|
|
273.7
|
|
|
—
|
|
|
468.2
|
|
|
—
|
|
|
—
|
|
|
1,851.7
|
|
||||||||
Metallurgical coal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Export
|
—
|
|
|
—
|
|
|
—
|
|
|
882.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
882.5
|
|
||||||||
Total metallurgical
|
—
|
|
|
—
|
|
|
—
|
|
|
882.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
882.5
|
|
||||||||
Other
|
0.1
|
|
|
0.1
|
|
|
9.6
|
|
|
1.2
|
|
|
0.6
|
|
|
30.1
|
|
|
(3.8
|
)
|
|
37.9
|
|
||||||||
Total revenues
|
$
|
710.8
|
|
|
$
|
399.2
|
|
|
$
|
283.3
|
|
|
$
|
883.7
|
|
|
$
|
468.8
|
|
|
$
|
30.1
|
|
|
$
|
(3.8
|
)
|
|
$
|
2,772.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Predecessor
|
||||||||||||||||||||||||||||||
|
January 1 through April 1, 2017
|
||||||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern U.S. Mining
|
|
Western U.S. Mining
|
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
|
Trading and Brokerage
|
|
Corporate and Other
(1)
|
|
Consolidated
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
Thermal coal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Domestic
|
$
|
394.3
|
|
|
$
|
193.2
|
|
|
$
|
133.5
|
|
|
$
|
—
|
|
|
$
|
27.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
748.3
|
|
Export
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197.2
|
|
|
—
|
|
|
—
|
|
|
197.2
|
|
||||||||
Total thermal
|
394.3
|
|
|
193.2
|
|
|
133.5
|
|
|
—
|
|
|
224.5
|
|
|
—
|
|
|
—
|
|
|
945.5
|
|
||||||||
Metallurgical coal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Export
|
—
|
|
|
—
|
|
|
—
|
|
|
324.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
324.6
|
|
||||||||
Total metallurgical
|
—
|
|
|
—
|
|
|
—
|
|
|
324.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
324.6
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
16.2
|
|
|
4.3
|
|
|
0.3
|
|
|
15.0
|
|
|
20.3
|
|
|
56.1
|
|
||||||||
Total revenues
|
$
|
394.3
|
|
|
$
|
193.2
|
|
|
$
|
149.7
|
|
|
$
|
328.9
|
|
|
$
|
224.8
|
|
|
$
|
15.0
|
|
|
$
|
20.3
|
|
|
$
|
1,326.2
|
|
|
Successor
|
||||||||||||||||||||||||||||||
|
Three Months Ended June 30, 2018
|
||||||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern U.S. Mining
|
|
Western U.S. Mining
|
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
|
Trading and Brokerage
|
|
Corporate and Other
(1)
|
|
Consolidated
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
One year or longer
|
$
|
310.8
|
|
|
$
|
194.1
|
|
|
$
|
126.5
|
|
|
$
|
255.1
|
|
|
$
|
173.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,059.7
|
|
Less than one year
|
10.7
|
|
|
3.4
|
|
|
8.9
|
|
|
162.1
|
|
|
94.0
|
|
|
—
|
|
|
—
|
|
|
279.1
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
4.2
|
|
|
0.3
|
|
|
0.2
|
|
|
10.0
|
|
|
(44.1
|
)
|
|
(29.4
|
)
|
||||||||
Total revenues
|
$
|
321.5
|
|
|
$
|
197.5
|
|
|
$
|
139.6
|
|
|
$
|
417.5
|
|
|
$
|
267.4
|
|
|
$
|
10.0
|
|
|
$
|
(44.1
|
)
|
|
$
|
1,309.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Successor
|
||||||||||||||||||||||||||||||
|
April 2 through June 30, 2017
|
||||||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern U.S. Mining
|
|
Western U.S. Mining
|
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
|
Trading and Brokerage
|
|
Corporate and Other
(1)
|
|
Consolidated
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
One year or longer
|
$
|
326.7
|
|
|
$
|
187.3
|
|
|
$
|
122.7
|
|
|
$
|
253.4
|
|
|
$
|
135.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,025.7
|
|
Less than one year
|
34.4
|
|
|
7.5
|
|
|
1.1
|
|
|
34.4
|
|
|
103.4
|
|
|
—
|
|
|
—
|
|
|
180.8
|
|
||||||||
Other
|
4.3
|
|
|
0.1
|
|
|
1.6
|
|
|
—
|
|
|
0.2
|
|
|
5.2
|
|
|
40.4
|
|
|
51.8
|
|
||||||||
Total revenues
|
$
|
365.4
|
|
|
$
|
194.9
|
|
|
$
|
125.4
|
|
|
$
|
287.8
|
|
|
$
|
239.2
|
|
|
$
|
5.2
|
|
|
$
|
40.4
|
|
|
$
|
1,258.3
|
|
|
Successor
|
||||||||||||||||||||||||||||||
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern U.S. Mining
|
|
Western U.S. Mining
|
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
|
Trading and Brokerage
|
|
Corporate and Other
(1)
|
|
Consolidated
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
One year or longer
|
$
|
654.2
|
|
|
$
|
381.7
|
|
|
$
|
253.8
|
|
|
$
|
652.6
|
|
|
$
|
350.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,292.8
|
|
Less than one year
|
56.5
|
|
|
17.4
|
|
|
19.9
|
|
|
229.9
|
|
|
117.7
|
|
|
—
|
|
|
—
|
|
|
441.4
|
|
||||||||
Other
|
0.1
|
|
|
0.1
|
|
|
9.6
|
|
|
1.2
|
|
|
0.6
|
|
|
30.1
|
|
|
(3.8
|
)
|
|
37.9
|
|
||||||||
Total revenues
|
$
|
710.8
|
|
|
$
|
399.2
|
|
|
$
|
283.3
|
|
|
$
|
883.7
|
|
|
$
|
468.8
|
|
|
$
|
30.1
|
|
|
$
|
(3.8
|
)
|
|
$
|
2,772.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Predecessor
|
||||||||||||||||||||||||||||||
|
January 1 through April 1, 2017
|
||||||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern U.S. Mining
|
|
Western U.S. Mining
|
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
|
Trading and Brokerage
|
|
Corporate and Other
(1)
|
|
Consolidated
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
One year or longer
|
$
|
357.7
|
|
|
$
|
193.2
|
|
|
$
|
129.3
|
|
|
$
|
240.6
|
|
|
$
|
134.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,054.9
|
|
Less than one year
|
36.6
|
|
|
—
|
|
|
4.2
|
|
|
84.0
|
|
|
90.4
|
|
|
—
|
|
|
—
|
|
|
215.2
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
16.2
|
|
|
4.3
|
|
|
0.3
|
|
|
15.0
|
|
|
20.3
|
|
|
56.1
|
|
||||||||
Total revenues
|
$
|
394.3
|
|
|
$
|
193.2
|
|
|
$
|
149.7
|
|
|
$
|
328.9
|
|
|
$
|
224.8
|
|
|
$
|
15.0
|
|
|
$
|
20.3
|
|
|
$
|
1,326.2
|
|
(1)
|
Corporate and Other revenue includes unrealized gains and losses related to mark-to-market activity from financial contract hedge activities intended to secure pricing related to certain coal sales contracts. During the
three and six
months ended
June 30, 2018
, such net unrealized losses were
$48.1 million
and
$9.5 million
, respectively. During the periods
April 2 through June 30, 2017
and
January 1 through April 1, 2017
, such net unrealized gains were
$9.4 million
and
$16.6 million
, respectively. When such gains and losses are realized in connection with recognition of the underlying transaction, they are reclassified to realized gains and losses and are then reflected in Trading and Brokerage revenue (realized losses of
$9.6 million
and
$29.5 million
during the
three and six
months ended
June 30, 2018
, respectively, and realized losses of
$7.7 million
and
$11.1 million
during the periods
April 2 through June 30, 2017
and
January 1 through April 1, 2017
, respectively). At
June 30, 2018
and
December 31, 2017
, the financial contracts’ fair values resulted in net liabilities of
$48.4 million
and
$38.9 million
, respectively. Assets and liabilities related to the financial contracts were deemed Level 2 according to the U.S. GAAP fair value hierarchy as the valuations are corroborated by the use of market-based pricing.
|
|
|
Successor
|
Predecessor
|
|
Successor
|
Predecessor
|
||||||||||||||||
|
|
Three Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
April 1, 2017
|
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
||||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||||
Loss from discontinued operations, net of income taxes
|
|
$
|
(3.6
|
)
|
|
$
|
(2.7
|
)
|
$
|
(12.1
|
)
|
|
$
|
(4.9
|
)
|
|
$
|
(2.7
|
)
|
$
|
(16.2
|
)
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Assets:
|
|
|
|
||||
Other current assets
|
$
|
0.5
|
|
|
$
|
0.3
|
|
Total assets classified as discontinued operations
|
$
|
0.5
|
|
|
$
|
0.3
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
70.9
|
|
|
$
|
70.6
|
|
Other noncurrent liabilities
|
171.1
|
|
|
170.0
|
|
||
Total liabilities classified as discontinued operations
|
$
|
242.0
|
|
|
$
|
240.6
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Materials and supplies
|
$
|
101.3
|
|
|
$
|
101.5
|
|
Raw coal
|
63.8
|
|
|
78.1
|
|
||
Saleable coal
|
125.4
|
|
|
111.7
|
|
||
Total
|
$
|
290.5
|
|
|
$
|
291.3
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
Successor
|
||||||||||
|
|
|
|
Three Months Ended June 30, 2018
|
||||||||||
Financial Instrument
|
|
Income Statement Classification
|
|
Total loss recognized in income
|
|
Loss realized in income on derivatives
|
|
Unrealized gain recognized in income on non-designated derivatives
|
||||||
|
|
|
(Dollars in millions)
|
|||||||||||
Foreign currency option contracts
|
|
Operating costs and expenses
|
|
$
|
(2.2
|
)
|
|
$
|
(2.3
|
)
|
|
$
|
0.1
|
|
Total
|
|
|
|
$
|
(2.2
|
)
|
|
$
|
(2.3
|
)
|
|
$
|
0.1
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
Successor
|
||||||||||
|
|
|
|
April 2 through June 30, 2017
|
||||||||||
Financial Instrument
|
|
Income Statement Classification
|
|
Total gain recognized in income
|
|
Loss realized in income on derivatives
|
|
Unrealized gain recognized in income on non-designated derivatives
|
||||||
|
|
|
(Dollars in millions)
|
|||||||||||
Foreign currency option contracts
|
|
Operating costs and expenses
|
|
$
|
2.9
|
|
|
$
|
(0.3
|
)
|
|
$
|
3.2
|
|
Total
|
|
|
|
$
|
2.9
|
|
|
$
|
(0.3
|
)
|
|
$
|
3.2
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
Successor
|
||||||||||
|
|
|
|
Six Months Ended June 30, 2018
|
||||||||||
Financial Instrument
|
|
Income Statement Classification
|
|
Total loss recognized in income
|
|
Loss realized in income on derivatives
|
|
Unrealized loss recognized in income on non-designated derivatives
|
||||||
|
|
|
(Dollars in millions)
|
|||||||||||
Foreign currency option contracts
|
|
Operating costs and expenses
|
|
$
|
(6.4
|
)
|
|
$
|
(4.7
|
)
|
|
$
|
(1.7
|
)
|
Total
|
|
|
|
$
|
(6.4
|
)
|
|
$
|
(4.7
|
)
|
|
$
|
(1.7
|
)
|
|
|
|
|
|
|
|
||||
|
|
|
|
Predecessor
|
||||||
|
|
|
|
January 1 through April 1, 2017
|
||||||
Financial Instrument
|
|
Income Statement Classification
|
|
Total loss recognized in income
|
|
Loss reclassified from other comprehensive loss into income
|
||||
|
|
|
(Dollars in millions)
|
|||||||
Commodity swap contracts
|
|
Operating costs and expenses
|
|
$
|
(11.0
|
)
|
|
$
|
(11.0
|
)
|
Foreign currency option contracts
|
|
Operating costs and expenses
|
|
(16.6
|
)
|
|
(16.6
|
)
|
||
Total
|
|
|
|
$
|
(27.6
|
)
|
|
$
|
(27.6
|
)
|
|
June 30, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
1.8
|
|
|
$
|
—
|
|
|
$
|
1.8
|
|
Total net financial assets
|
$
|
—
|
|
|
$
|
1.8
|
|
|
$
|
—
|
|
|
$
|
1.8
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
4.2
|
|
|
$
|
—
|
|
|
$
|
4.2
|
|
Total net financial assets
|
$
|
—
|
|
|
$
|
4.2
|
|
|
$
|
—
|
|
|
$
|
4.2
|
|
•
|
Foreign currency forward and option contracts: valued utilizing inputs obtained in quoted public markets (Level 2) except when credit and non-performance risk is considered to be a significant input, then the Company classifies such contracts as Level 3.
|
•
|
Cash and cash equivalents, 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).
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying
Amount |
|
Estimated
Fair Value |
|
Carrying
Amount |
|
Estimated
Fair Value |
||||||||
|
(Dollars in millions)
|
||||||||||||||
Current and Long-term debt
|
$
|
1,403.0
|
|
|
$
|
1,465.2
|
|
|
$
|
1,460.8
|
|
|
$
|
1,547.4
|
|
|
|
Successor
|
|
Successor
|
Predecessor
|
||||||||||||||
Trading Revenues by Type of Instrument
|
|
Three Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
||||||||||
|
|
(Dollars in millions)
|
|||||||||||||||||
Futures, swaps and options
|
|
$
|
(15.3
|
)
|
|
$
|
(7.3
|
)
|
|
$
|
(32.2
|
)
|
|
$
|
(7.3
|
)
|
$
|
(10.2
|
)
|
Physical purchase/sale contracts
|
|
25.3
|
|
|
12.5
|
|
|
62.3
|
|
|
12.5
|
|
25.2
|
|
|||||
Total trading revenues
|
|
$
|
10.0
|
|
|
$
|
5.2
|
|
|
$
|
30.1
|
|
|
$
|
5.2
|
|
$
|
15.0
|
|
Affected Line Item in the Condensed Consolidated Balance Sheets
|
|
Gross Amounts of Recognized Assets (Liabilities)
(1)
|
|
Gross Amounts Offset in the Condensed Consolidated Balance Sheets
|
|
Variation Margin Posted
|
|
Net Amounts of Assets (Liabilities) Presented in the Condensed Consolidated Balance Sheets
|
||||||||
|
|
(Dollars in millions)
|
||||||||||||||
|
|
Fair Value as of June 30, 2018
|
||||||||||||||
Other current assets
|
|
$
|
81.8
|
|
|
$
|
(74.6
|
)
|
|
$
|
—
|
|
|
$
|
7.2
|
|
Accounts payable and accrued expenses
|
|
(137.1
|
)
|
|
74.6
|
|
|
47.5
|
|
|
(15.0
|
)
|
||||
Total, net
|
|
$
|
(55.3
|
)
|
|
$
|
—
|
|
|
$
|
47.5
|
|
|
$
|
(7.8
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Fair Value as of December 31, 2017
|
||||||||||||||
Other current assets
|
|
$
|
77.1
|
|
|
$
|
(74.5
|
)
|
|
$
|
—
|
|
|
$
|
2.6
|
|
Accounts payable and accrued expenses
|
|
(122.0
|
)
|
|
74.5
|
|
|
35.8
|
|
|
(11.7
|
)
|
||||
Total, net
|
|
$
|
(44.9
|
)
|
|
$
|
—
|
|
|
$
|
35.8
|
|
|
$
|
(9.1
|
)
|
(1)
|
Amounts include net liabilities of
$48.4 million
and
$38.9 million
at
June 30, 2018
and
December 31, 2017
, respectively, representing the fair value of financial contracts related to hedge activities intended to secure pricing under certain coal sales contracts, as further described in Note 3. “Revenue Recognition.”
|
|
June 30, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Futures, swaps and options
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
Physical purchase/sale contracts
|
—
|
|
|
(7.5
|
)
|
|
—
|
|
|
(7.5
|
)
|
||||
Total net financial liabilities
|
$
|
—
|
|
|
$
|
(7.8
|
)
|
|
$
|
—
|
|
|
$
|
(7.8
|
)
|
|
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
|
)
|
•
|
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.
|
|
June 30, 2018
|
||||||||||
|
(Dollars in millions)
|
||||||||||
|
Assets
|
|
Liabilities
|
|
Net Total
|
||||||
Coal supply agreements
|
$
|
115.5
|
|
|
$
|
(35.4
|
)
|
|
$
|
80.1
|
|
Take-or-pay contracts
|
—
|
|
|
(70.5
|
)
|
|
(70.5
|
)
|
|||
Total
|
$
|
115.5
|
|
|
$
|
(105.9
|
)
|
|
$
|
9.6
|
|
|
|
|
|
|
|
||||||
Balance sheet classification:
|
|
|
|
|
|
||||||
Investments and other assets
|
$
|
115.5
|
|
|
$
|
—
|
|
|
$
|
115.5
|
|
Accounts payable and accrued expenses
|
—
|
|
|
(22.4
|
)
|
|
(22.4
|
)
|
|||
Other noncurrent liabilities
|
—
|
|
|
(83.5
|
)
|
|
(83.5
|
)
|
|||
Total
|
$
|
115.5
|
|
|
$
|
(105.9
|
)
|
|
$
|
9.6
|
|
|
|
|
|
|
|
||||||
|
December 31, 2017
|
||||||||||
|
(Dollars in millions)
|
||||||||||
|
Assets
|
|
Liabilities
|
|
Net Total
|
||||||
Coal supply agreements
|
$
|
177.2
|
|
|
$
|
(42.7
|
)
|
|
$
|
134.5
|
|
Take-or-pay contracts
|
—
|
|
|
(90.7
|
)
|
|
(90.7
|
)
|
|||
Total
|
$
|
177.2
|
|
|
$
|
(133.4
|
)
|
|
$
|
43.8
|
|
|
|
|
|
|
|
||||||
Balance sheet classification:
|
|
|
|
|
|
||||||
Investments and other assets
|
$
|
177.2
|
|
|
$
|
—
|
|
|
$
|
177.2
|
|
Accounts payable and accrued expenses
|
—
|
|
|
(27.6
|
)
|
|
(27.6
|
)
|
|||
Other noncurrent liabilities
|
—
|
|
|
(105.8
|
)
|
|
(105.8
|
)
|
|||
Total
|
$
|
177.2
|
|
|
$
|
(133.4
|
)
|
|
$
|
43.8
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Land and coal interests
|
$
|
3,899.9
|
|
|
$
|
3,890.5
|
|
Buildings and improvements
|
453.4
|
|
|
470.6
|
|
||
Machinery and equipment
|
1,258.6
|
|
|
1,149.3
|
|
||
Less: Accumulated depreciation, depletion and amortization
|
(666.2
|
)
|
|
(398.5
|
)
|
||
Property, plant, equipment and mine development, net
|
$
|
4,945.7
|
|
|
$
|
5,111.9
|
|
•
|
Global Intangible Low-Taxed Income (GILTI): The Act subjects a U.S. shareholder to current tax on GILTI of its controlled foreign corporations (CFCs) for taxable years beginning after December 31, 2017. GILTI is calculated as the excess of a U.S. shareholder’s pro-rata share of net income of CFCs over a calculated return on specific tangible assets of the CFCs. The GILTI will be offset by net operating losses in the U.S. and a corresponding valuation allowance release and will not impact the effective tax rate. The Company has elected to account for GILTI as a period charge in the period the tax arises.
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
6.000% Senior Secured Notes due March 2022
|
$
|
500.0
|
|
|
$
|
500.0
|
|
6.375% Senior Secured Notes due March 2025
|
500.0
|
|
|
500.0
|
|
||
Senior Secured Term Loan due 2025, net of original issue discount
|
397.9
|
|
|
444.2
|
|
||
Capital lease and other obligations
|
59.5
|
|
|
76.0
|
|
||
Less: Debt issuance costs
|
(54.4
|
)
|
|
(59.4
|
)
|
||
|
1,403.0
|
|
|
1,460.8
|
|
||
Less: Current portion of long-term debt
|
45.0
|
|
|
42.1
|
|
||
Long-term debt
|
$
|
1,358.0
|
|
|
$
|
1,418.7
|
|
|
Successor
|
|
Successor
|
Predecessor
|
||||||||||||||
|
Three Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
||||||||||
|
(Dollars in millions)
|
|||||||||||||||||
Service cost for benefits earned
|
$
|
0.5
|
|
|
$
|
0.6
|
|
|
$
|
1.1
|
|
|
$
|
0.6
|
|
$
|
0.6
|
|
Interest cost on projected benefit obligation
|
7.9
|
|
|
9.3
|
|
|
15.7
|
|
|
9.3
|
|
9.7
|
|
|||||
Expected return on plan assets
|
(10.7
|
)
|
|
(11.2
|
)
|
|
(21.4
|
)
|
|
(11.2
|
)
|
(11.0
|
)
|
|||||
Amortization of prior service cost and net actuarial loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
6.4
|
|
|||||
Net periodic pension (benefit) cost
|
$
|
(2.3
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
(4.6
|
)
|
|
$
|
(1.3
|
)
|
$
|
5.7
|
|
|
Successor
|
|
Successor
|
Predecessor
|
||||||||||||||
|
Three Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
||||||||||
|
(Dollars in millions)
|
|||||||||||||||||
Service cost for benefits earned
|
$
|
2.1
|
|
|
$
|
2.3
|
|
|
$
|
4.1
|
|
|
$
|
2.3
|
|
$
|
2.3
|
|
Interest cost on accumulated postretirement benefit obligation
|
7.1
|
|
|
8.3
|
|
|
14.2
|
|
|
8.3
|
|
8.4
|
|
|||||
Amortization of prior service cost and net actuarial loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
3.2
|
|
|||||
Net periodic postretirement benefit cost
|
$
|
9.2
|
|
|
$
|
10.6
|
|
|
$
|
18.3
|
|
|
$
|
10.6
|
|
$
|
13.9
|
|
|
|
Foreign Currency Translation
Adjustment
|
|
Total Accumulated Other Comprehensive Income (Loss)
|
||||
|
|
(Dollars in millions)
|
||||||
|
December 31, 2017
|
$
|
1.4
|
|
|
$
|
1.4
|
|
|
Current period change
|
(3.0
|
)
|
|
(3.0
|
)
|
||
|
June 30, 2018
|
$
|
(1.6
|
)
|
|
$
|
(1.6
|
)
|
|
|
Amount reclassified from accumulated other comprehensive income (loss)
(1)
|
|
|
||
|
|
Predecessor
|
|
|
||
Details about accumulated other comprehensive income (loss) components
|
|
January 1 through April 1, 2017
|
|
Affected line item in the unaudited condensed consolidated statement of operations
|
||
|
|
(Dollars in millions)
|
|
|
||
Net actuarial loss associated with postretirement plans and workers’ compensation obligations:
|
|
|
|
|
||
Postretirement health care and life insurance benefits
|
|
$
|
(5.5
|
)
|
|
Net periodic benefit costs, excluding service cost
|
Defined benefit pension plans
|
|
(6.3
|
)
|
|
Net periodic benefit costs, excluding service cost
|
|
Insignificant items
|
|
2.7
|
|
|
|
|
|
|
(9.1
|
)
|
|
Total before income taxes
|
|
|
|
3.3
|
|
|
Income tax benefit
|
|
|
|
$
|
(5.8
|
)
|
|
Total after income taxes
|
|
|
|
|
|
||
Prior service credit associated with postretirement plans:
|
|
|
|
|
||
Postretirement health care and life insurance benefits
|
|
$
|
2.3
|
|
|
Net periodic benefit costs, excluding service cost
|
Defined benefit pension plans
|
|
(0.1
|
)
|
|
Net periodic benefit costs, excluding service cost
|
|
|
|
2.2
|
|
|
Total before income taxes
|
|
|
|
(0.8
|
)
|
|
Income tax provision
|
|
|
|
$
|
1.4
|
|
|
Total after income taxes
|
|
|
|
|
|
||
Cash flow hedges:
|
|
|
|
|
||
Foreign currency cash flow hedge contracts
|
|
$
|
(16.6
|
)
|
|
Operating costs and expenses
|
Fuel and explosives commodity swaps
|
|
(11.0
|
)
|
|
Operating costs and expenses
|
|
Insignificant items
|
|
(0.1
|
)
|
|
|
|
|
|
(27.7
|
)
|
|
Total before income taxes
|
|
|
|
9.1
|
|
|
Income tax benefit
|
|
|
|
$
|
(18.6
|
)
|
|
Total after income taxes
|
(1)
|
Presented as gains (losses) in the unaudited condensed consolidated statements of operations.
|
|
Successor
|
Predecessor
|
|
Successor
|
Predecessor
|
||||||||||||||||
|
Three Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
April 1, 2017
|
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
||||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||||
EPS numerator:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations, net of income taxes
|
$
|
120.0
|
|
|
$
|
101.4
|
|
$
|
(319.8
|
)
|
|
$
|
328.3
|
|
|
$
|
101.4
|
|
$
|
(195.5
|
)
|
Less: Series A Convertible Preferred Stock dividends
|
—
|
|
|
115.1
|
|
—
|
|
|
102.5
|
|
|
115.1
|
|
—
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
2.7
|
|
|
3.8
|
|
—
|
|
|
0.6
|
|
|
3.8
|
|
4.8
|
|
||||||
Income (loss) from continuing operations attributable to common stockholders, before allocation of earnings to participating securities
|
117.3
|
|
|
(17.5
|
)
|
(319.8
|
)
|
|
225.2
|
|
|
(17.5
|
)
|
(200.3
|
)
|
||||||
Less: Earnings allocated to participating securities
|
—
|
|
|
—
|
|
—
|
|
|
6.4
|
|
|
—
|
|
—
|
|
||||||
Income (loss) from continuing operations attributable to common stockholders, after allocation of earnings to participating securities
(1)
|
117.3
|
|
|
(17.5
|
)
|
(319.8
|
)
|
|
218.8
|
|
|
(17.5
|
)
|
(200.3
|
)
|
||||||
Loss from discontinued operations, net of income taxes
|
(3.6
|
)
|
|
(2.7
|
)
|
(12.1
|
)
|
|
(4.9
|
)
|
|
(2.7
|
)
|
(16.2
|
)
|
||||||
Less: Loss from discontinued operations allocated to participating securities
|
—
|
|
|
—
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
—
|
|
||||||
Loss from discontinued operations attributable to common stockholders, after allocation of earnings to participating securities
|
(3.6
|
)
|
|
(2.7
|
)
|
(12.1
|
)
|
|
(4.8
|
)
|
|
(2.7
|
)
|
(16.2
|
)
|
||||||
Net income (loss) attributable to common stockholders, after allocation of earnings to participating securities
(1)
|
$
|
113.7
|
|
|
$
|
(20.2
|
)
|
$
|
(331.9
|
)
|
|
$
|
214.0
|
|
|
$
|
(20.2
|
)
|
$
|
(216.5
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
EPS denominator:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average shares outstanding — basic
|
124.5
|
|
|
96.8
|
|
18.3
|
|
|
122.7
|
|
|
96.8
|
|
18.3
|
|
||||||
Impact of dilutive securities
|
1.5
|
|
|
—
|
|
—
|
|
|
1.9
|
|
|
—
|
|
—
|
|
||||||
Weighted average shares outstanding — diluted
(2)
|
126.0
|
|
|
96.8
|
|
18.3
|
|
|
124.6
|
|
|
96.8
|
|
18.3
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic EPS attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations
|
$
|
0.94
|
|
|
$
|
(0.18
|
)
|
$
|
(17.44
|
)
|
|
$
|
1.78
|
|
|
$
|
(0.18
|
)
|
$
|
(10.93
|
)
|
Loss from discontinued operations
|
(0.03
|
)
|
|
(0.03
|
)
|
(0.66
|
)
|
|
(0.04
|
)
|
|
(0.03
|
)
|
(0.88
|
)
|
||||||
Net income (loss) attributable to common stockholders
|
$
|
0.91
|
|
|
$
|
(0.21
|
)
|
$
|
(18.10
|
)
|
|
$
|
1.74
|
|
|
$
|
(0.21
|
)
|
$
|
(11.81
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted EPS attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations
|
$
|
0.93
|
|
|
$
|
(0.18
|
)
|
$
|
(17.44
|
)
|
|
$
|
1.76
|
|
|
$
|
(0.18
|
)
|
$
|
(10.93
|
)
|
Loss from discontinued operations
|
(0.03
|
)
|
|
(0.03
|
)
|
(0.66
|
)
|
|
(0.04
|
)
|
|
(0.03
|
)
|
(0.88
|
)
|
||||||
Net income (loss) attributable to common stockholders
|
$
|
0.90
|
|
|
$
|
(0.21
|
)
|
$
|
(18.10
|
)
|
|
$
|
1.72
|
|
|
$
|
(0.21
|
)
|
$
|
(11.81
|
)
|
(1)
|
There was no reallocation adjustment for participating securities to arrive at the numerator to calculate diluted EPS for the three months ended
June 30, 2018
, due to the conversion of all remaining shares of Preferred Stock as of January 31, 2018. The reallocation adjustment for participating securities to arrive at the numerator to calculate diluted EPS was
$0.1 million
for the
six
months ended
June 30, 2018
.
|
(2)
|
The two-class method assumes that participating securities are not exercised or converted. As such, weighted average diluted shares outstanding excluded
4.2 million
shares and
39.2 million
shares related to the participating securities for the
six
months ended
June 30, 2018
and the period
April 2 through June 30, 2017
, respectively.
|
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||
|
|
Three Months Ended
June 30, 2018 |
|
April 2 through June 30, 2017
|
|
Six Months Ended
June 30, 2018
|
|
April 2 through June 30, 2017
|
|
|
January 1 through
April 1, 2017
|
||||||||||
|
|
(Dollars in millions)
|
|||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Powder River Basin Mining
|
|
$
|
321.5
|
|
|
$
|
365.4
|
|
|
$
|
710.8
|
|
|
$
|
365.4
|
|
|
|
$
|
394.3
|
|
Midwestern U.S. Mining
|
|
197.5
|
|
|
194.9
|
|
|
399.2
|
|
|
194.9
|
|
|
|
193.2
|
|
|||||
Western U.S. Mining
|
|
139.6
|
|
|
125.4
|
|
|
283.3
|
|
|
125.4
|
|
|
|
149.7
|
|
|||||
Australian Metallurgical Mining
|
|
417.5
|
|
|
287.8
|
|
|
883.7
|
|
|
287.8
|
|
|
|
328.9
|
|
|||||
Australian Thermal Mining
|
|
267.4
|
|
|
239.2
|
|
|
468.8
|
|
|
239.2
|
|
|
|
224.8
|
|
|||||
Trading and Brokerage
|
|
10.0
|
|
|
5.2
|
|
|
30.1
|
|
|
5.2
|
|
|
|
15.0
|
|
|||||
Corporate and Other
|
|
(44.1
|
)
|
|
40.4
|
|
|
(3.8
|
)
|
|
40.4
|
|
|
|
20.3
|
|
|||||
Total
|
|
$
|
1,309.4
|
|
|
$
|
1,258.3
|
|
|
$
|
2,772.1
|
|
|
$
|
1,258.3
|
|
|
|
$
|
1,326.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Powder River Basin Mining
|
|
$
|
62.0
|
|
|
$
|
84.8
|
|
|
$
|
136.5
|
|
|
$
|
84.8
|
|
|
|
$
|
91.7
|
|
Midwestern U.S. Mining
|
|
42.0
|
|
|
46.5
|
|
|
73.2
|
|
|
46.5
|
|
|
|
50.0
|
|
|||||
Western U.S. Mining
|
|
33.9
|
|
|
44.9
|
|
|
65.9
|
|
|
44.9
|
|
|
|
50.0
|
|
|||||
Australian Metallurgical Mining
|
|
158.5
|
|
|
71.9
|
|
|
324.9
|
|
|
71.9
|
|
|
|
109.6
|
|
|||||
Australian Thermal Mining
|
|
107.6
|
|
|
105.9
|
|
|
169.2
|
|
|
105.9
|
|
|
|
75.6
|
|
|||||
Trading and Brokerage
|
|
3.1
|
|
|
(5.1
|
)
|
|
4.3
|
|
|
(5.1
|
)
|
|
|
8.8
|
|
|||||
Corporate and Other
(1)
|
|
(37.5
|
)
|
|
(31.1
|
)
|
|
(40.5
|
)
|
|
(31.1
|
)
|
|
|
(44.4
|
)
|
|||||
Total
|
|
$
|
369.6
|
|
|
$
|
317.8
|
|
|
$
|
733.5
|
|
|
$
|
317.8
|
|
|
|
$
|
341.3
|
|
(1)
|
Includes the gain of
$20.6 million
on the sale of certain surplus land assets in Queensland and the gain of
$7.1 million
recognized on the sale of the Company’s interest in the RMJV during the six months ended June 30, 2018 and the gain of
$19.7 million
recognized on the sale of Dominion Terminal Associates during the period January 1 through April 1, 2017, as described in Note 15. “Other Events”.
|
|
|
Successor
|
Predecessor
|
|
Successor
|
Predecessor
|
||||||||||||||||
|
|
Three Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
April 1, 2017
|
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
||||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||||
Income (loss) from continuing operations, net of income taxes
|
|
$
|
120.0
|
|
|
$
|
101.4
|
|
$
|
(319.8
|
)
|
|
$
|
328.3
|
|
|
$
|
101.4
|
|
$
|
(195.5
|
)
|
Depreciation, depletion and amortization
|
|
163.9
|
|
|
148.3
|
|
—
|
|
|
333.5
|
|
|
148.3
|
|
119.9
|
|
||||||
Asset retirement obligation expenses
|
|
13.2
|
|
|
11.0
|
|
—
|
|
|
25.5
|
|
|
11.0
|
|
14.6
|
|
||||||
Asset impairment
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
30.5
|
|
||||||
Changes in deferred tax asset valuation allowance and amortization of basis difference related to equity affiliates
|
|
(8.4
|
)
|
|
(4.3
|
)
|
—
|
|
|
(16.0
|
)
|
|
(4.3
|
)
|
(5.2
|
)
|
||||||
Interest expense
|
|
38.3
|
|
|
41.4
|
|
—
|
|
|
74.6
|
|
|
41.4
|
|
32.9
|
|
||||||
Loss on early debt extinguishment
|
|
2.0
|
|
|
—
|
|
—
|
|
|
2.0
|
|
|
—
|
|
—
|
|
||||||
Interest income
|
|
(7.0
|
)
|
|
(1.5
|
)
|
—
|
|
|
(14.2
|
)
|
|
(1.5
|
)
|
(2.7
|
)
|
||||||
Reorganization items, net
|
|
—
|
|
|
—
|
|
585.8
|
|
|
(12.8
|
)
|
|
—
|
|
627.2
|
|
||||||
Break fees related to terminated asset sales
|
|
—
|
|
|
(28.0
|
)
|
—
|
|
|
—
|
|
|
(28.0
|
)
|
—
|
|
||||||
Unrealized losses (gains) on economic hedges
|
|
48.1
|
|
|
(9.4
|
)
|
—
|
|
|
9.5
|
|
|
(9.4
|
)
|
(16.6
|
)
|
||||||
Unrealized (gains) losses on non-coal trading derivative contracts
|
|
(0.1
|
)
|
|
(3.2
|
)
|
—
|
|
|
1.7
|
|
|
(3.2
|
)
|
—
|
|
||||||
Coal inventory revaluation
|
|
—
|
|
|
67.3
|
|
—
|
|
|
—
|
|
|
67.3
|
|
—
|
|
||||||
Take-or-pay contract-based intangible recognition
|
|
(7.8
|
)
|
|
(9.9
|
)
|
—
|
|
|
(16.1
|
)
|
|
(9.9
|
)
|
—
|
|
||||||
Income tax provision (benefit)
|
|
7.4
|
|
|
4.7
|
|
(266.0
|
)
|
|
17.5
|
|
|
4.7
|
|
(263.8
|
)
|
||||||
Total Adjusted EBITDA
|
|
$
|
369.6
|
|
|
$
|
317.8
|
|
$
|
—
|
|
|
$
|
733.5
|
|
|
$
|
317.8
|
|
$
|
341.3
|
|
•
|
as a result of our emergence from our Chapter 11 Cases, our historical financial information is not indicative of our future financial performance;
|
•
|
our profitability depends upon the prices we receive for our coal;
|
•
|
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;
|
•
|
the loss of, or significant reduction in, purchases by our largest customers could adversely affect our revenues;
|
•
|
our trading and hedging activities do not cover certain risks, and may expose us to earnings volatility and other risks;
|
•
|
our operating results could be adversely affected by unfavorable economic and financial market conditions;
|
•
|
our ability to collect payments from our customers could be impaired if their creditworthiness or contractual performance deteriorates;
|
•
|
risks inherent to mining could increase the cost of operating our business;
|
•
|
if transportation for our coal becomes unavailable or uneconomic for our customers, our ability to sell coal could suffer;
|
•
|
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;
|
•
|
take-or-pay arrangements within the coal industry could unfavorably affect our profitability;
|
•
|
an inability of trading, brokerage, mining or freight counterparties to fulfill the terms of their contracts with us could reduce our profitability;
|
•
|
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;
|
•
|
our ability to operate our company effectively could be impaired if we lose key personnel or fail to attract qualified personnel;
|
•
|
we could be negatively affected if we fail to maintain satisfactory labor relations;
|
•
|
we could be adversely affected if we fail to appropriately provide financial assurances for our obligations;
|
•
|
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;
|
•
|
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;
|
•
|
we may be unable to obtain, renew or maintain permits necessary for our operations, which would reduce our production, cash flows and profitability;
|
•
|
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;
|
•
|
if the assumptions underlying our asset retirement obligations for reclamation and mine closures are materially inaccurate, our costs could be significantly greater than anticipated;
|
•
|
our future success depends upon our ability to continue acquiring and developing coal reserves that are economically recoverable;
|
•
|
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;
|
•
|
our global operations increase our exposure to risks unique to international mining and trading operations;
|
•
|
joint ventures, partnerships or non-managed operations may not be successful and may not comply with our operating standards;
|
•
|
we may undertake further repositioning plans that would require additional charges;
|
•
|
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;
|
•
|
our expenditures for postretirement benefit and pension obligations could be materially higher than we have predicted if our underlying assumptions prove to be incorrect;
|
•
|
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;
|
•
|
our financial performance could be adversely affected by our indebtedness;
|
•
|
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;
|
•
|
we may not be able to generate sufficient cash to service all of our indebtedness or other obligations;
|
•
|
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;
|
•
|
the price of our securities may be volatile;
|
•
|
our Common Stock is subject to dilution and may be subject to further dilution in the future;
|
•
|
there may be circumstances in which the interests of a significant stockholder could be in conflict with other stockholders’ interests;
|
•
|
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;
|
•
|
we may not be able to fully utilize our deferred tax assets;
|
•
|
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;
|
•
|
our certificate of incorporation and by-laws include provisions that may discourage a takeover attempt;
|
•
|
diversity in interpretation and application of accounting literature in the mining industry may impact our reported financial results; and
|
•
|
other risks and factors detailed in this report, including, but not limited to, those discussed in “Legal Proceedings,” set forth in Part II, Item 1 and in “Risk Factors,” set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q.
|
|
|
High
|
|
Low
|
|
Average
|
|
June 30, 2018
|
||||||||
Premium HCC
(1)
|
|
$
|
201.00
|
|
|
$
|
174.50
|
|
|
$
|
190.23
|
|
|
$
|
199.00
|
|
Premium PCI coal
(1)
|
|
$
|
150.55
|
|
|
$
|
128.85
|
|
|
$
|
140.10
|
|
|
$
|
135.50
|
|
Newcastle index thermal coal
(1)
|
|
$
|
116.00
|
|
|
$
|
92.00
|
|
|
$
|
103.90
|
|
|
$
|
114.40
|
|
PRB 8,800 Btu/Lb coal
(2)
|
|
$
|
12.80
|
|
|
$
|
12.40
|
|
|
$
|
12.54
|
|
|
$
|
12.45
|
|
Illinois Basin 11,500 Btu/Lb coal
(2)
|
|
$
|
41.00
|
|
|
$
|
36.55
|
|
|
$
|
37.34
|
|
|
$
|
41.00
|
|
(1)
|
Prices expressed per tonne.
|
(2)
|
Prices expressed per ton.
|
Three Month Comparison
|
Successor
|
|
(Decrease) Increase
|
||||||||
|
Three Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
|
to Volumes
|
||||||
|
|
|
Tons
|
|
%
|
||||||
|
(Tons in millions)
|
|
|
||||||||
Powder River Basin Mining
|
26.2
|
|
|
28.5
|
|
|
(2.3
|
)
|
|
(8
|
)%
|
Midwestern U.S. Mining
|
4.7
|
|
|
4.6
|
|
|
0.1
|
|
|
2
|
%
|
Western U.S. Mining
|
3.5
|
|
|
3.2
|
|
|
0.3
|
|
|
9
|
%
|
Australian Metallurgical Mining
|
2.9
|
|
|
2.0
|
|
|
0.9
|
|
|
45
|
%
|
Australian Thermal Mining
|
5.0
|
|
|
4.6
|
|
|
0.4
|
|
|
9
|
%
|
Total tons sold from mining segments
|
42.3
|
|
|
42.9
|
|
|
(0.6
|
)
|
|
(1
|
)%
|
Trading and Brokerage
|
0.8
|
|
|
0.7
|
|
|
0.1
|
|
|
14
|
%
|
Total tons sold
|
43.1
|
|
|
43.6
|
|
|
(0.5
|
)
|
|
(1
|
)%
|
Six Month Comparison
|
Successor
|
Predecessor
|
|
Combined
|
|
(Decrease) Increase
|
||||||||||
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
|
Six Months Ended June 30, 2017
|
|
to Volumes
|
||||||||
|
|
|
|
Tons
|
|
%
|
||||||||||
|
(Tons in millions)
|
|
|
|||||||||||||
Powder River Basin Mining
|
58.6
|
|
|
28.5
|
|
31.0
|
|
|
59.5
|
|
|
(0.9
|
)
|
|
(2
|
)%
|
Midwestern U.S. Mining
|
9.4
|
|
|
4.6
|
|
4.5
|
|
|
9.1
|
|
|
0.3
|
|
|
3
|
%
|
Western U.S. Mining
|
7.2
|
|
|
3.2
|
|
3.4
|
|
|
6.6
|
|
|
0.6
|
|
|
9
|
%
|
Australian Metallurgical Mining
|
5.9
|
|
|
2.0
|
|
2.2
|
|
|
4.2
|
|
|
1.7
|
|
|
40
|
%
|
Australian Thermal Mining
|
8.8
|
|
|
4.6
|
|
4.6
|
|
|
9.2
|
|
|
(0.4
|
)
|
|
(4
|
)%
|
Total tons sold from mining segments
|
89.9
|
|
|
42.9
|
|
45.7
|
|
|
88.6
|
|
|
1.3
|
|
|
1
|
%
|
Trading and Brokerage
|
1.5
|
|
|
0.7
|
|
0.4
|
|
|
1.1
|
|
|
0.4
|
|
|
36
|
%
|
Total tons sold
|
91.4
|
|
|
43.6
|
|
46.1
|
|
|
89.7
|
|
|
1.7
|
|
|
2
|
%
|
Three Month Comparison
|
Successor
|
|
|
|||||||||||
|
Three Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
|
(Decrease) Increase
|
|||||||||
|
|
|
$
|
|
%
|
|||||||||
|
|
|
|
|
|
|
|
|||||||
Revenues per Ton - Mining Operations
(1)
|
|
|
|
|
|
|
|
|||||||
Powder River Basin
|
$
|
12.24
|
|
|
$
|
12.84
|
|
|
$
|
(0.60
|
)
|
|
(5
|
)%
|
Midwestern U.S.
|
42.12
|
|
|
42.62
|
|
|
(0.50
|
)
|
|
(1
|
)%
|
|||
Western U.S.
|
39.87
|
|
|
38.91
|
|
|
0.96
|
|
|
2
|
%
|
|||
Australian Metallurgical
|
143.98
|
|
|
145.31
|
|
|
(1.33
|
)
|
|
(1
|
)%
|
|||
Australian Thermal
|
53.68
|
|
|
51.52
|
|
|
2.16
|
|
|
4
|
%
|
|||
Costs per Ton - Mining Operations
(1)(2)
|
|
|
|
|
|
|
|
|||||||
Powder River Basin
|
$
|
9.88
|
|
|
$
|
9.86
|
|
|
$
|
0.02
|
|
|
—
|
%
|
Midwestern U.S.
|
33.16
|
|
|
32.45
|
|
|
0.71
|
|
|
2
|
%
|
|||
Western U.S.
|
30.21
|
|
|
24.98
|
|
|
5.23
|
|
|
21
|
%
|
|||
Australian Metallurgical
|
89.37
|
|
|
109.07
|
|
|
(19.70
|
)
|
|
(18
|
)%
|
|||
Australian Thermal
|
32.05
|
|
|
28.67
|
|
|
3.38
|
|
|
12
|
%
|
|||
Adjusted EBITDA Margin per Ton - Mining Operations
(1)(2)
|
|
|
|
|
|
|
|
|||||||
Powder River Basin
|
$
|
2.36
|
|
|
$
|
2.98
|
|
|
$
|
(0.62
|
)
|
|
(21
|
)%
|
Midwestern U.S.
|
8.96
|
|
|
10.17
|
|
|
(1.21
|
)
|
|
(12
|
)%
|
|||
Western U.S.
|
9.66
|
|
|
13.93
|
|
|
(4.27
|
)
|
|
(31
|
)%
|
|||
Australian Metallurgical
|
54.61
|
|
|
36.24
|
|
|
18.37
|
|
|
51
|
%
|
|||
Australian Thermal
|
21.63
|
|
|
22.85
|
|
|
(1.22
|
)
|
|
(5
|
)%
|
(1)
|
This is an operating/statistical measure not recognized in accordance with U.S. GAAP. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for definitions and reconciliations to the most comparable measures under U.S. GAAP.
|
(2)
|
Includes revenue-based production taxes and royalties; excludes depreciation, depletion and amortization; asset retirement obligation expenses; selling and administrative expenses; coal inventory revaluation; take-or-pay contract-based intangible recognition; and certain other costs related to post-mining activities.
|
Six Month Comparison
|
Successor
|
Predecessor
|
|
Combined
|
|
|
|||||||||||||||
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
|
Six Months Ended June 30, 2017
|
|
(Decrease) Increase
|
|||||||||||||
|
|
|
|
$
|
|
%
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Revenues per Ton - Mining Operations
(1)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Powder River Basin
|
$
|
12.12
|
|
|
$
|
12.84
|
|
$
|
12.70
|
|
|
$
|
12.77
|
|
|
$
|
(0.65
|
)
|
|
(5
|
)%
|
Midwestern U.S.
|
42.39
|
|
|
42.62
|
|
42.96
|
|
|
42.79
|
|
|
(0.40
|
)
|
|
(1
|
)%
|
|||||
Western U.S.
|
39.40
|
|
|
38.91
|
|
44.68
|
|
|
41.85
|
|
|
(2.45
|
)
|
|
(6
|
)%
|
|||||
Australian Metallurgical
|
148.58
|
|
|
145.31
|
|
150.22
|
|
|
147.95
|
|
|
0.63
|
|
|
—
|
%
|
|||||
Australian Thermal
|
53.57
|
|
|
51.52
|
|
48.65
|
|
|
50.09
|
|
|
3.48
|
|
|
7
|
%
|
|||||
Costs per Ton - Mining
Operations
(1)(2)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Powder River Basin
|
$
|
9.79
|
|
|
$
|
9.86
|
|
$
|
9.75
|
|
|
$
|
9.80
|
|
|
$
|
(0.01
|
)
|
|
—
|
%
|
Midwestern U.S.
|
34.61
|
|
|
32.45
|
|
31.84
|
|
|
32.15
|
|
|
2.46
|
|
|
8
|
%
|
|||||
Western U.S.
|
30.24
|
|
|
24.98
|
|
29.76
|
|
|
27.41
|
|
|
2.83
|
|
|
10
|
%
|
|||||
Australian Metallurgical
|
93.96
|
|
|
109.07
|
|
100.16
|
|
|
104.39
|
|
|
(10.43
|
)
|
|
(10
|
)%
|
|||||
Australian Thermal
|
34.23
|
|
|
28.67
|
|
32.27
|
|
|
30.49
|
|
|
3.74
|
|
|
12
|
%
|
|||||
Adjusted EBITDA Margin per Ton - Mining Operations
(1)(2)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Powder River Basin
|
$
|
2.33
|
|
|
$
|
2.98
|
|
$
|
2.95
|
|
|
$
|
2.97
|
|
|
$
|
(0.64
|
)
|
|
(22
|
)%
|
Midwestern U.S.
|
7.78
|
|
|
10.17
|
|
11.12
|
|
|
10.64
|
|
|
(2.86
|
)
|
|
(27
|
)%
|
|||||
Western U.S.
|
9.16
|
|
|
13.93
|
|
14.92
|
|
|
14.44
|
|
|
(5.28
|
)
|
|
(37
|
)%
|
|||||
Australian Metallurgical
|
54.62
|
|
|
36.24
|
|
50.06
|
|
|
43.56
|
|
|
11.06
|
|
|
25
|
%
|
|||||
Australian Thermal
|
19.34
|
|
|
22.85
|
|
16.38
|
|
|
19.60
|
|
|
(0.26
|
)
|
|
(1
|
)%
|
(1)
|
This is an operating/statistical measure not recognized in accordance with U.S. GAAP. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for definitions and reconciliations to the most comparable measures under U.S. GAAP.
|
(2)
|
Includes revenue-based production taxes and royalties; excludes depreciation, depletion and amortization; asset retirement obligation expenses; selling and administrative expenses; asset impairment; coal inventory revaluation; take-or-pay contract-based intangible recognition; and certain other costs related to post-mining activities.
|
Three Month Comparison
|
Successor
|
|
(Decrease) Increase
|
|||||||||||
|
Three Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
|
to Revenues
|
|||||||||
|
|
|
$
|
|
%
|
|||||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Powder River Basin Mining
|
$
|
321.5
|
|
|
$
|
365.4
|
|
|
$
|
(43.9
|
)
|
|
(12
|
)%
|
Midwestern U.S. Mining
|
197.5
|
|
|
194.9
|
|
|
2.6
|
|
|
1
|
%
|
|||
Western U.S. Mining
|
139.6
|
|
|
125.4
|
|
|
14.2
|
|
|
11
|
%
|
|||
Australian Metallurgical Mining
|
417.5
|
|
|
287.8
|
|
|
129.7
|
|
|
45
|
%
|
|||
Australian Thermal Mining
|
267.4
|
|
|
239.2
|
|
|
28.2
|
|
|
12
|
%
|
|||
Trading and Brokerage
|
10.0
|
|
|
5.2
|
|
|
4.8
|
|
|
92
|
%
|
|||
Corporate and Other
|
(44.1
|
)
|
|
40.4
|
|
|
(84.5
|
)
|
|
(209
|
)%
|
|||
Total revenues
|
$
|
1,309.4
|
|
|
$
|
1,258.3
|
|
|
$
|
51.1
|
|
|
4
|
%
|
Six Month Comparison
|
Successor
|
Predecessor
|
|
Combined
|
|
(Decrease) Increase
|
|||||||||||||||
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
|
Six Months Ended June 30, 2017
|
|
to Revenues
|
|||||||||||||
|
|
|
|
$
|
|
%
|
|||||||||||||||
|
(Dollars in millions)
|
|
|
||||||||||||||||||
Powder River Basin Mining
|
$
|
710.8
|
|
|
$
|
365.4
|
|
$
|
394.3
|
|
|
$
|
759.7
|
|
|
$
|
(48.9
|
)
|
|
(6
|
)%
|
Midwestern U.S. Mining
|
399.2
|
|
|
194.9
|
|
193.2
|
|
|
388.1
|
|
|
11.1
|
|
|
3
|
%
|
|||||
Western U.S. Mining
|
283.3
|
|
|
125.4
|
|
149.7
|
|
|
275.1
|
|
|
8.2
|
|
|
3
|
%
|
|||||
Australian Metallurgical Mining
|
883.7
|
|
|
287.8
|
|
328.9
|
|
|
616.7
|
|
|
267.0
|
|
|
43
|
%
|
|||||
Australian Thermal Mining
|
468.8
|
|
|
239.2
|
|
224.8
|
|
|
464.0
|
|
|
4.8
|
|
|
1
|
%
|
|||||
Trading and Brokerage
|
30.1
|
|
|
5.2
|
|
15.0
|
|
|
20.2
|
|
|
9.9
|
|
|
49
|
%
|
|||||
Corporate and Other
|
(3.8
|
)
|
|
40.4
|
|
20.3
|
|
|
60.7
|
|
|
(64.5
|
)
|
|
(106
|
)%
|
|||||
Total revenues
|
$
|
2,772.1
|
|
|
$
|
1,258.3
|
|
$
|
1,326.2
|
|
|
$
|
2,584.5
|
|
|
$
|
187.6
|
|
|
7
|
%
|
Three Month Comparison
|
|
|
|
|
(Decrease) Increase
|
|||||||||
|
Successor
|
|
to Segment Adjusted
|
|||||||||||
|
Three Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
|
EBITDA
|
|||||||||
|
|
|
$
|
|
%
|
|||||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Powder River Basin Mining
|
$
|
62.0
|
|
|
$
|
84.8
|
|
|
$
|
(22.8
|
)
|
|
(27
|
)%
|
Midwestern U.S. Mining
|
42.0
|
|
|
46.5
|
|
|
(4.5
|
)
|
|
(10
|
)%
|
|||
Western U.S. Mining
|
33.9
|
|
|
44.9
|
|
|
(11.0
|
)
|
|
(24
|
)%
|
|||
Australian Metallurgical Mining
|
158.5
|
|
|
71.9
|
|
|
86.6
|
|
|
120
|
%
|
|||
Australian Thermal Mining
|
107.6
|
|
|
105.9
|
|
|
1.7
|
|
|
2
|
%
|
|||
Trading and Brokerage
|
3.1
|
|
|
(5.1
|
)
|
|
8.2
|
|
|
161
|
%
|
|||
Corporate and Other
|
(37.5
|
)
|
|
(31.1
|
)
|
|
(6.4
|
)
|
|
(21
|
)%
|
|||
Adjusted EBITDA
(1)
|
$
|
369.6
|
|
|
$
|
317.8
|
|
|
$
|
51.8
|
|
|
16
|
%
|
(1)
|
This is a financial measure not recognized in accordance with U.S. GAAP. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for definitions and reconciliations to the most comparable measures under U.S. GAAP.
|
Six Month Comparison
|
|
|
|
|
|
|
|
(Decrease) Increase
|
|||||||||||||
|
Successor
|
Predecessor
|
|
Combined
|
|
to Segment Adjusted
|
|||||||||||||||
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
|
Six Months Ended June 30, 2017
|
|
EBITDA
|
|||||||||||||
|
|
|
|
$
|
|
%
|
|||||||||||||||
|
(Dollars in millions)
|
|
|
||||||||||||||||||
Powder River Basin Mining
|
$
|
136.5
|
|
|
$
|
84.8
|
|
$
|
91.7
|
|
|
$
|
176.5
|
|
|
$
|
(40.0
|
)
|
|
(23
|
)%
|
Midwestern U.S. Mining
|
73.2
|
|
|
46.5
|
|
50.0
|
|
|
96.5
|
|
|
(23.3
|
)
|
|
(24
|
)%
|
|||||
Western U.S. Mining
|
65.9
|
|
|
44.9
|
|
50.0
|
|
|
94.9
|
|
|
(29.0
|
)
|
|
(31
|
)%
|
|||||
Australian Metallurgical Mining
|
324.9
|
|
|
71.9
|
|
109.6
|
|
|
181.5
|
|
|
143.4
|
|
|
79
|
%
|
|||||
Australian Thermal Mining
|
169.2
|
|
|
105.9
|
|
75.6
|
|
|
181.5
|
|
|
(12.3
|
)
|
|
(7
|
)%
|
|||||
Trading and Brokerage
|
4.3
|
|
|
(5.1
|
)
|
8.8
|
|
|
3.7
|
|
|
0.6
|
|
|
16
|
%
|
|||||
Corporate and Other
|
(40.5
|
)
|
|
(31.1
|
)
|
(44.4
|
)
|
|
(75.5
|
)
|
|
35.0
|
|
|
46
|
%
|
|||||
Adjusted EBITDA
(1)
|
$
|
733.5
|
|
|
$
|
317.8
|
|
$
|
341.3
|
|
|
$
|
659.1
|
|
|
$
|
74.4
|
|
|
11
|
%
|
(1)
|
This is a financial measure not recognized in accordance with U.S. GAAP. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for definitions and reconciliations to the most comparable measures under U.S. GAAP.
|
Three Month Comparison
|
Successor
|
|
(Decrease) Increase
|
|||||||||||
|
Three Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
|
to Adjusted EBITDA
|
|||||||||
|
|
|
$
|
|
%
|
|||||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Resource management activities
(1)
|
$
|
0.7
|
|
|
$
|
1.2
|
|
|
$
|
(0.5
|
)
|
|
(42
|
)%
|
Selling and administrative expenses
|
(44.1
|
)
|
|
(34.7
|
)
|
|
(9.4
|
)
|
|
(27
|
)%
|
|||
Corporate hedging
|
(2.3
|
)
|
|
(0.4
|
)
|
|
(1.9
|
)
|
|
(475
|
)%
|
|||
Other items, net
(2)
|
8.2
|
|
|
2.8
|
|
|
5.4
|
|
|
193
|
%
|
|||
Corporate and Other Adjusted EBITDA
|
$
|
(37.5
|
)
|
|
$
|
(31.1
|
)
|
|
$
|
(6.4
|
)
|
|
(21
|
)%
|
(1)
|
Includes gains (losses) on certain surplus coal reserve and surface land sales and property management costs and revenues.
|
(2)
|
Includes results from equity affiliates (before the impact of related changes in deferred tax asset valuation allowance and amortization of basis difference), costs associated with past mining activities, certain coal royalty expenses, gains (losses) on certain asset disposals, minimum charges on certain transportation-related contracts and expenses related to our other commercial activities.
|
Six Month Comparison
|
Successor
|
Predecessor
|
|
Combined
|
|
Increase (Decrease)
|
|||||||||||||||
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
|
Six Months Ended June 30, 2017
|
|
to Adjusted EBITDA
|
|||||||||||||
|
|
|
|
$
|
|
%
|
|||||||||||||||
|
(Dollars in millions)
|
|
|
||||||||||||||||||
Resource management activities
(1)
|
$
|
21.5
|
|
|
$
|
1.2
|
|
$
|
2.9
|
|
|
$
|
4.1
|
|
|
$
|
17.4
|
|
|
424
|
%
|
Selling and administrative expenses
|
(81.1
|
)
|
|
(34.7
|
)
|
(36.3
|
)
|
|
(71.0
|
)
|
|
(10.1
|
)
|
|
(14
|
)%
|
|||||
Corporate hedging
|
(4.7
|
)
|
|
(0.4
|
)
|
(27.6
|
)
|
|
(28.0
|
)
|
|
23.3
|
|
|
83
|
%
|
|||||
Gain on sale of interest in Dominion Terminal Associates
|
—
|
|
|
—
|
|
19.7
|
|
|
19.7
|
|
|
(19.7
|
)
|
|
(100
|
)%
|
|||||
Other items, net
(2)
|
23.8
|
|
|
2.8
|
|
(3.1
|
)
|
|
(0.3
|
)
|
|
24.1
|
|
|
8,033
|
%
|
|||||
Corporate and Other Adjusted EBITDA
|
$
|
(40.5
|
)
|
|
$
|
(31.1
|
)
|
$
|
(44.4
|
)
|
|
$
|
(75.5
|
)
|
|
$
|
35.0
|
|
|
46
|
%
|
(1)
|
Includes gains (losses) on certain surplus coal reserve and surface land sales and property management costs and revenues.
|
(2)
|
Includes results from equity affiliates (before the impact of related changes in deferred tax asset valuation allowance and amortization of basis difference), costs associated with past mining activities, certain coal royalty expenses, gains (losses) on certain asset disposals, minimum charges on certain transportation-related contracts and expenses related to our other commercial activities.
|
Three Month Comparison
|
Successor
|
Predecessor
|
|
Combined
|
|
Increase (Decrease)
|
|||||||||||||||
|
Three Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
April 1, 2017
|
|
Three Months Ended June 30, 2017
|
|
to Income
|
|||||||||||||
|
|
|
|
$
|
|
%
|
|||||||||||||||
|
(Dollars in millions)
|
|
|
||||||||||||||||||
Adjusted EBITDA
(1)
|
$
|
369.6
|
|
|
$
|
317.8
|
|
$
|
—
|
|
|
$
|
317.8
|
|
|
$
|
51.8
|
|
|
16
|
%
|
Depreciation, depletion and amortization
|
(163.9
|
)
|
|
(148.3
|
)
|
—
|
|
|
(148.3
|
)
|
|
(15.6
|
)
|
|
(11
|
)%
|
|||||
Asset retirement obligation expenses
|
(13.2
|
)
|
|
(11.0
|
)
|
—
|
|
|
(11.0
|
)
|
|
(2.2
|
)
|
|
(20
|
)%
|
|||||
Changes in deferred tax asset valuation allowance and amortization of basis difference related to equity affiliates
|
8.4
|
|
|
4.3
|
|
—
|
|
|
4.3
|
|
|
4.1
|
|
|
95
|
%
|
|||||
Interest expense
|
(38.3
|
)
|
|
(41.4
|
)
|
—
|
|
|
(41.4
|
)
|
|
3.1
|
|
|
7
|
%
|
|||||
Loss on early debt extinguishment
|
(2.0
|
)
|
|
—
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
n.m.
|
|
|||||
Interest income
|
7.0
|
|
|
1.5
|
|
—
|
|
|
1.5
|
|
|
5.5
|
|
|
367
|
%
|
|||||
Reorganization items, net
|
—
|
|
|
—
|
|
(585.8
|
)
|
|
(585.8
|
)
|
|
585.8
|
|
|
100
|
%
|
|||||
Break fees related to terminated asset sales
|
—
|
|
|
28.0
|
|
—
|
|
|
28.0
|
|
|
(28.0
|
)
|
|
(100
|
)%
|
|||||
Unrealized (losses) gains on economic hedges
|
(48.1
|
)
|
|
9.4
|
|
—
|
|
|
9.4
|
|
|
(57.5
|
)
|
|
(612
|
)%
|
|||||
Unrealized gains on non-coal trading derivative contracts
|
0.1
|
|
|
3.2
|
|
—
|
|
|
3.2
|
|
|
(3.1
|
)
|
|
(97
|
)%
|
|||||
Coal inventory revaluation
|
—
|
|
|
(67.3
|
)
|
—
|
|
|
(67.3
|
)
|
|
67.3
|
|
|
100
|
%
|
|||||
Take-or-pay contract-based intangible recognition
|
7.8
|
|
|
9.9
|
|
—
|
|
|
9.9
|
|
|
(2.1
|
)
|
|
(21
|
)%
|
|||||
Income tax (provision) benefit
|
(7.4
|
)
|
|
(4.7
|
)
|
266.0
|
|
|
261.3
|
|
|
(268.7
|
)
|
|
(103
|
)%
|
|||||
Income (loss) from continuing operations, net of income taxes
|
$
|
120.0
|
|
|
$
|
101.4
|
|
$
|
(319.8
|
)
|
|
$
|
(218.4
|
)
|
|
$
|
338.4
|
|
|
155
|
%
|
(1)
|
This is a financial measure not recognized in accordance with U.S. GAAP. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for definitions and reconciliations to the most comparable measures under U.S. GAAP.
|
Six Month Comparison
|
Successor
|
Predecessor
|
|
Combined
|
||||||||||
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
|
Six Months Ended June 30, 2017
|
||||||||
|
|
|
||||||||||||
|
(Dollars in millions)
|
|||||||||||||
Adjusted EBITDA
(1)
|
$
|
733.5
|
|
|
$
|
317.8
|
|
$
|
341.3
|
|
|
$
|
659.1
|
|
Depreciation, depletion and amortization
|
(333.5
|
)
|
|
(148.3
|
)
|
(119.9
|
)
|
|
(268.2
|
)
|
||||
Asset retirement obligation expenses
|
(25.5
|
)
|
|
(11.0
|
)
|
(14.6
|
)
|
|
(25.6
|
)
|
||||
Asset impairment
|
—
|
|
|
—
|
|
(30.5
|
)
|
|
(30.5
|
)
|
||||
Changes in deferred tax asset valuation allowance and amortization of basis difference related to equity affiliates
|
16.0
|
|
|
4.3
|
|
5.2
|
|
|
9.5
|
|
||||
Interest expense
|
(74.6
|
)
|
|
(41.4
|
)
|
(32.9
|
)
|
|
(74.3
|
)
|
||||
Loss on early debt extinguishment
|
(2.0
|
)
|
|
—
|
|
—
|
|
|
—
|
|
||||
Interest income
|
14.2
|
|
|
1.5
|
|
2.7
|
|
|
4.2
|
|
||||
Reorganization items, net
|
12.8
|
|
|
—
|
|
(627.2
|
)
|
|
(627.2
|
)
|
||||
Break fees related to terminated asset sales
|
—
|
|
|
28.0
|
|
—
|
|
|
28.0
|
|
||||
Unrealized (losses) gains on economic hedges
|
(9.5
|
)
|
|
9.4
|
|
16.6
|
|
|
26.0
|
|
||||
Unrealized (losses) gains on non-coal trading derivative contracts
|
(1.7
|
)
|
|
3.2
|
|
—
|
|
|
3.2
|
|
||||
Coal inventory revaluation
|
—
|
|
|
(67.3
|
)
|
—
|
|
|
(67.3
|
)
|
||||
Take-or-pay contract-based intangible recognition
|
16.1
|
|
|
9.9
|
|
—
|
|
|
9.9
|
|
||||
Income tax (provision) benefit
|
(17.5
|
)
|
|
(4.7
|
)
|
263.8
|
|
|
259.1
|
|
||||
Income (loss) from continuing operations, net of income taxes
|
$
|
328.3
|
|
|
$
|
101.4
|
|
$
|
(195.5
|
)
|
|
$
|
(94.1
|
)
|
(1)
|
This is a financial measure not recognized in accordance with U.S. GAAP. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for definitions and reconciliations to the most comparable measures under U.S. GAAP.
|
Three Month Comparison
|
Successor
|
|
(Decrease) Increase
|
|||||||||||
|
Three Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
|
to Income
|
|||||||||
|
|
|
$
|
|
%
|
|||||||||
|
(Dollars in millions)
|
|
|
|||||||||||
Powder River Basin Mining
|
$
|
(45.2
|
)
|
|
$
|
(38.2
|
)
|
|
$
|
(7.0
|
)
|
|
(18
|
)%
|
Midwestern U.S. Mining
|
(25.9
|
)
|
|
(35.3
|
)
|
|
9.4
|
|
|
27
|
%
|
|||
Western U.S. Mining
|
(33.6
|
)
|
|
(24.8
|
)
|
|
(8.8
|
)
|
|
(35
|
)%
|
|||
Australian Metallurgical Mining
|
(33.6
|
)
|
|
(27.2
|
)
|
|
(6.4
|
)
|
|
(24
|
)%
|
|||
Australian Thermal Mining
|
(23.5
|
)
|
|
(19.8
|
)
|
|
(3.7
|
)
|
|
(19
|
)%
|
|||
Corporate and Other
|
(2.1
|
)
|
|
(3.0
|
)
|
|
0.9
|
|
|
30
|
%
|
|||
Total
|
$
|
(163.9
|
)
|
|
$
|
(148.3
|
)
|
|
$
|
(15.6
|
)
|
|
(11
|
)%
|
Six Month Comparison
|
Successor
|
Predecessor
|
||||||||
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
||||||
|
|
|||||||||
|
(Dollars in millions)
|
|||||||||
Powder River Basin Mining
|
$
|
(96.2
|
)
|
|
$
|
(38.2
|
)
|
$
|
(32.0
|
)
|
Midwestern U.S. Mining
|
(55.8
|
)
|
|
(35.3
|
)
|
(13.3
|
)
|
|||
Western U.S. Mining
|
(68.9
|
)
|
|
(24.8
|
)
|
(23.6
|
)
|
|||
Australian Metallurgical Mining
|
(64.9
|
)
|
|
(27.2
|
)
|
(20.6
|
)
|
|||
Australian Thermal Mining
|
(42.5
|
)
|
|
(19.8
|
)
|
(24.0
|
)
|
|||
Trading and Brokerage
|
(0.1
|
)
|
|
—
|
|
—
|
|
|||
Corporate and Other
|
(5.1
|
)
|
|
(3.0
|
)
|
(6.4
|
)
|
|||
Total
|
$
|
(333.5
|
)
|
|
$
|
(148.3
|
)
|
$
|
(119.9
|
)
|
|
Successor
|
|
Successor
|
Predecessor
|
||||||||||||||
|
Three Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
||||||||||
|
|
|
|
|||||||||||||||
Powder River Basin Mining
|
$
|
0.81
|
|
|
$
|
0.83
|
|
|
$
|
0.81
|
|
|
$
|
0.83
|
|
$
|
0.69
|
|
Midwestern U.S. Mining
|
0.86
|
|
|
0.75
|
|
|
0.86
|
|
|
0.75
|
|
0.61
|
|
|||||
Western U.S. Mining
|
2.17
|
|
|
1.06
|
|
|
2.31
|
|
|
1.06
|
|
4.30
|
|
|||||
Australian Metallurgical Mining
|
1.31
|
|
|
0.76
|
|
|
1.00
|
|
|
0.76
|
|
4.72
|
|
|||||
Australian Thermal Mining
|
1.93
|
|
|
1.72
|
|
|
1.86
|
|
|
1.72
|
|
2.62
|
|
|
Successor
|
Predecessor
|
|
Successor
|
Predecessor
|
||||||||||||||||
|
Three Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
April 1, 2017
|
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
||||||||||||
|
|
|
|
||||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||
Income (loss) from continuing operations, net of income taxes
|
$
|
120.0
|
|
|
$
|
101.4
|
|
$
|
(319.8
|
)
|
|
$
|
328.3
|
|
|
$
|
101.4
|
|
$
|
(195.5
|
)
|
Loss from discontinued operations, net of income taxes
|
(3.6
|
)
|
|
(2.7
|
)
|
(12.1
|
)
|
|
(4.9
|
)
|
|
(2.7
|
)
|
(16.2
|
)
|
||||||
Net income (loss)
|
116.4
|
|
|
98.7
|
|
(331.9
|
)
|
|
323.4
|
|
|
98.7
|
|
(211.7
|
)
|
||||||
Less: Series A Convertible Preferred Stock dividends
|
—
|
|
|
115.1
|
|
—
|
|
|
102.5
|
|
|
115.1
|
|
—
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
2.7
|
|
|
3.8
|
|
—
|
|
|
0.6
|
|
|
3.8
|
|
4.8
|
|
||||||
Net income (loss) attributable to common stockholders
|
$
|
113.7
|
|
|
$
|
(20.2
|
)
|
$
|
(331.9
|
)
|
|
$
|
220.3
|
|
|
$
|
(20.2
|
)
|
$
|
(216.5
|
)
|
|
Successor
|
Predecessor
|
|
Successor
|
Predecessor
|
||||||||||||||||
|
Three Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
April 1, 2017
|
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
||||||||||||
|
|
|
|
||||||||||||||||||
Diluted EPS attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations
|
$
|
0.93
|
|
|
$
|
(0.18
|
)
|
$
|
(17.44
|
)
|
|
$
|
1.76
|
|
|
$
|
(0.18
|
)
|
$
|
(10.93
|
)
|
Loss from discontinued operations
|
(0.03
|
)
|
|
(0.03
|
)
|
(0.66
|
)
|
|
(0.04
|
)
|
|
(0.03
|
)
|
(0.88
|
)
|
||||||
Net income (loss) attributable to common stockholders
|
$
|
0.90
|
|
|
$
|
(0.21
|
)
|
$
|
(18.10
|
)
|
|
$
|
1.72
|
|
|
$
|
(0.21
|
)
|
$
|
(11.81
|
)
|
Three Month Comparison
|
Successor
|
Predecessor
|
|
Combined
|
||||||||||
|
Three Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
April 1, 2017
|
|
Three Months Ended June 30, 2017
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Income (loss) from continuing operations, net of income taxes
|
$
|
120.0
|
|
|
$
|
101.4
|
|
$
|
(319.8
|
)
|
|
$
|
(218.4
|
)
|
Depreciation, depletion and amortization
|
163.9
|
|
|
148.3
|
|
—
|
|
|
148.3
|
|
||||
Asset retirement obligation expenses
|
13.2
|
|
|
11.0
|
|
—
|
|
|
11.0
|
|
||||
Changes in deferred tax asset valuation allowance and amortization of basis difference related to equity affiliates
|
(8.4
|
)
|
|
(4.3
|
)
|
—
|
|
|
(4.3
|
)
|
||||
Interest expense
|
38.3
|
|
|
41.4
|
|
—
|
|
|
41.4
|
|
||||
Loss on early debt extinguishment
|
2.0
|
|
|
—
|
|
—
|
|
|
—
|
|
||||
Interest income
|
(7.0
|
)
|
|
(1.5
|
)
|
—
|
|
|
(1.5
|
)
|
||||
Reorganization items, net
|
—
|
|
|
—
|
|
585.8
|
|
|
585.8
|
|
||||
Break fees related to terminated asset sales
|
—
|
|
|
(28.0
|
)
|
—
|
|
|
(28.0
|
)
|
||||
Unrealized losses (gains) on economic hedges
|
48.1
|
|
|
(9.4
|
)
|
—
|
|
|
(9.4
|
)
|
||||
Unrealized gains on non-coal trading derivative contracts
|
(0.1
|
)
|
|
(3.2
|
)
|
—
|
|
|
(3.2
|
)
|
||||
Coal inventory revaluation
|
—
|
|
|
67.3
|
|
—
|
|
|
67.3
|
|
||||
Take-or-pay contract-based intangible recognition
|
(7.8
|
)
|
|
(9.9
|
)
|
—
|
|
|
(9.9
|
)
|
||||
Income tax provision (benefit)
|
7.4
|
|
|
4.7
|
|
(266.0
|
)
|
|
(261.3
|
)
|
||||
Total Adjusted EBITDA
|
$
|
369.6
|
|
|
$
|
317.8
|
|
$
|
—
|
|
|
$
|
317.8
|
|
Six Month Comparison
|
Successor
|
Predecessor
|
|
Combined
|
||||||||||
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
|
Six Months Ended June 30, 2017
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Income (loss) from continuing operations, net of income taxes
|
$
|
328.3
|
|
|
$
|
101.4
|
|
$
|
(195.5
|
)
|
|
$
|
(94.1
|
)
|
Depreciation, depletion and amortization
|
333.5
|
|
|
148.3
|
|
119.9
|
|
|
268.2
|
|
||||
Asset retirement obligation expenses
|
25.5
|
|
|
11.0
|
|
14.6
|
|
|
25.6
|
|
||||
Asset impairment
|
—
|
|
|
—
|
|
30.5
|
|
|
30.5
|
|
||||
Changes in deferred tax asset valuation allowance and amortization of basis difference related to equity affiliates
|
(16.0
|
)
|
|
(4.3
|
)
|
(5.2
|
)
|
|
(9.5
|
)
|
||||
Interest expense
|
74.6
|
|
|
41.4
|
|
32.9
|
|
|
74.3
|
|
||||
Loss on early debt extinguishment
|
2.0
|
|
|
—
|
|
—
|
|
|
—
|
|
||||
Interest income
|
(14.2
|
)
|
|
(1.5
|
)
|
(2.7
|
)
|
|
(4.2
|
)
|
||||
Reorganization items, net
|
(12.8
|
)
|
|
—
|
|
627.2
|
|
|
627.2
|
|
||||
Break fees related to terminated asset sales
|
—
|
|
|
(28.0
|
)
|
—
|
|
|
(28.0
|
)
|
||||
Unrealized losses (gains) on economic hedges
|
9.5
|
|
|
(9.4
|
)
|
(16.6
|
)
|
|
(26.0
|
)
|
||||
Unrealized losses (gains) on non-coal trading derivative contracts
|
1.7
|
|
|
(3.2
|
)
|
—
|
|
|
(3.2
|
)
|
||||
Coal inventory revaluation
|
—
|
|
|
67.3
|
|
—
|
|
|
67.3
|
|
||||
Take-or-pay contract-based intangible recognition
|
(16.1
|
)
|
|
(9.9
|
)
|
—
|
|
|
(9.9
|
)
|
||||
Income tax provision (benefit)
|
17.5
|
|
|
4.7
|
|
(263.8
|
)
|
|
(259.1
|
)
|
||||
Total Adjusted EBITDA
|
$
|
733.5
|
|
|
$
|
317.8
|
|
$
|
341.3
|
|
|
$
|
659.1
|
|
Three Month Comparison
|
Successor
|
||||||
|
Three Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
||||
|
(Dollars in millions)
|
||||||
Operating costs and expenses
|
$
|
946.5
|
|
|
$
|
927.9
|
|
Break fees related to terminated asset sales
|
—
|
|
|
28.0
|
|
||
Unrealized gains on non-coal trading derivative contracts
|
0.1
|
|
|
3.2
|
|
||
Coal inventory revaluation
|
—
|
|
|
(67.3
|
)
|
||
Take-or-pay contract-based intangible recognition
|
7.8
|
|
|
9.9
|
|
||
Net periodic benefit costs, excluding service cost
|
4.6
|
|
|
6.6
|
|
||
Total Reporting Segment Costs
|
$
|
959.0
|
|
|
$
|
908.3
|
|
Six Month Comparison
|
Successor
|
Predecessor
|
|
Combined
|
||||||||||
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
|
Six Months Ended June 30, 2017
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Operating costs and expenses
|
$
|
2,003.7
|
|
|
$
|
927.9
|
|
$
|
950.2
|
|
|
$
|
1,878.1
|
|
Break fees related to terminated asset sales
|
—
|
|
|
28.0
|
|
—
|
|
|
28.0
|
|
||||
Unrealized (losses) gains on non-coal trading derivative contracts
|
(1.7
|
)
|
|
3.2
|
|
—
|
|
|
3.2
|
|
||||
Coal inventory revaluation
|
—
|
|
|
(67.3
|
)
|
—
|
|
|
(67.3
|
)
|
||||
Take-or-pay contract-based intangible recognition
|
16.1
|
|
|
9.9
|
|
—
|
|
|
9.9
|
|
||||
Net periodic benefit costs, excluding service cost
|
9.1
|
|
|
6.6
|
|
14.4
|
|
|
21.0
|
|
||||
Total Reporting Segment Costs
|
$
|
2,027.2
|
|
|
$
|
908.3
|
|
$
|
964.6
|
|
|
$
|
1,872.9
|
|
Three Month Comparison
|
Successor
|
||||||
|
Three Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
||||
|
(Dollars in millions)
|
||||||
Powder River Basin Mining
|
$
|
259.5
|
|
|
$
|
280.6
|
|
Midwestern U.S. Mining
|
155.5
|
|
|
148.4
|
|
||
Western U.S. Mining
|
105.7
|
|
|
80.5
|
|
||
Australian Metallurgical Mining
|
259.0
|
|
|
215.9
|
|
||
Australian Thermal Mining
|
159.8
|
|
|
133.3
|
|
||
Trading and Brokerage
|
6.9
|
|
|
10.3
|
|
||
Corporate and Other
|
12.6
|
|
|
39.3
|
|
||
Total Reporting Segment Costs
|
$
|
959.0
|
|
|
$
|
908.3
|
|
Six Month Comparison
|
Successor
|
Predecessor
|
|
Combined
|
||||||||||
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
|
Six Months Ended June 30, 2017
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Powder River Basin Mining
|
$
|
574.3
|
|
|
$
|
280.6
|
|
$
|
302.6
|
|
|
$
|
583.2
|
|
Midwestern U.S. Mining
|
326.0
|
|
|
148.4
|
|
143.2
|
|
|
291.6
|
|
||||
Western U.S. Mining
|
217.4
|
|
|
80.5
|
|
99.7
|
|
|
180.2
|
|
||||
Australian Metallurgical Mining
|
558.8
|
|
|
215.9
|
|
219.3
|
|
|
435.2
|
|
||||
Australian Thermal Mining
|
299.6
|
|
|
133.3
|
|
149.2
|
|
|
282.5
|
|
||||
Trading and Brokerage
|
25.8
|
|
|
10.3
|
|
6.2
|
|
|
16.5
|
|
||||
Corporate and Other
|
25.3
|
|
|
39.3
|
|
44.4
|
|
|
83.7
|
|
||||
Total Reporting Segment Costs
|
$
|
2,027.2
|
|
|
$
|
908.3
|
|
$
|
964.6
|
|
|
$
|
1,872.9
|
|
Three Month Comparison
|
Successor
|
||||||||||||||||||
|
Three Months Ended June 30, 2018
|
||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining |
|
Western
U.S. Mining |
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
||||||||||
|
(Amounts in millions, except per ton data)
|
||||||||||||||||||
Revenues
|
$
|
321.5
|
|
|
$
|
197.5
|
|
|
$
|
139.6
|
|
|
$
|
417.5
|
|
|
$
|
267.4
|
|
Reporting Segment Costs
|
259.5
|
|
|
155.5
|
|
|
105.7
|
|
|
259.0
|
|
|
159.8
|
|
|||||
Adjusted EBITDA
|
62.0
|
|
|
42.0
|
|
|
33.9
|
|
|
158.5
|
|
|
107.6
|
|
|||||
Tons sold
|
26.2
|
|
|
4.7
|
|
|
3.5
|
|
|
2.9
|
|
|
5.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues per Ton
|
$
|
12.24
|
|
|
$
|
42.12
|
|
|
$
|
39.87
|
|
|
$
|
143.98
|
|
|
$
|
53.68
|
|
Costs per Ton
|
9.88
|
|
|
33.16
|
|
|
30.21
|
|
|
89.37
|
|
|
32.05
|
|
|||||
Adjusted EBITDA Margin per Ton
|
2.36
|
|
|
8.96
|
|
|
9.66
|
|
|
54.61
|
|
|
21.63
|
|
|
Successor
|
||||||||||||||||||
|
April 2 through June 30, 2017
|
||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining |
|
Western
U.S. Mining |
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
||||||||||
|
(Amounts in millions, except per ton data)
|
||||||||||||||||||
Revenues
|
$
|
365.4
|
|
|
$
|
194.9
|
|
|
$
|
125.4
|
|
|
287.8
|
|
|
$
|
239.2
|
|
|
Reporting Segment Costs
|
280.6
|
|
|
148.4
|
|
|
80.5
|
|
|
215.9
|
|
|
133.3
|
|
|||||
Adjusted EBITDA
|
84.8
|
|
|
46.5
|
|
|
44.9
|
|
|
71.9
|
|
|
105.9
|
|
|||||
Tons sold
|
28.5
|
|
|
4.6
|
|
|
3.2
|
|
|
2.0
|
|
|
4.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues per Ton
|
$
|
12.84
|
|
|
$
|
42.62
|
|
|
$
|
38.91
|
|
|
$
|
145.31
|
|
|
$
|
51.52
|
|
Costs per Ton
|
9.86
|
|
|
32.45
|
|
|
24.98
|
|
|
109.07
|
|
|
28.67
|
|
|||||
Adjusted EBITDA Margin per Ton
|
2.98
|
|
|
10.17
|
|
|
13.93
|
|
|
36.24
|
|
|
22.85
|
|
Six Month Comparison
|
Successor
|
||||||||||||||||||
|
Six Months Ended June 30, 2018
|
||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining |
|
Western
U.S. Mining |
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
||||||||||
|
(Amounts in millions, except per ton data)
|
||||||||||||||||||
Revenues
|
$
|
710.8
|
|
|
$
|
399.2
|
|
|
$
|
283.3
|
|
|
$
|
883.7
|
|
|
$
|
468.8
|
|
Reporting Segment Costs
|
574.3
|
|
|
326.0
|
|
|
217.4
|
|
|
558.8
|
|
|
299.6
|
|
|||||
Adjusted EBITDA
|
136.5
|
|
|
73.2
|
|
|
65.9
|
|
|
324.9
|
|
|
169.2
|
|
|||||
Tons sold
|
58.6
|
|
|
9.4
|
|
|
7.2
|
|
|
5.9
|
|
|
8.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues per Ton
|
$
|
12.12
|
|
|
42.39
|
|
|
$
|
39.40
|
|
|
$
|
148.58
|
|
|
53.57
|
|
||
Costs per Ton
|
9.79
|
|
|
34.61
|
|
|
30.24
|
|
|
93.96
|
|
|
34.23
|
|
|||||
Adjusted EBITDA Margin per Ton
|
2.33
|
|
|
7.78
|
|
|
9.16
|
|
|
54.62
|
|
|
19.34
|
|
|
Successor
|
||||||||||||||||||
|
April 2 through June 30, 2017
|
||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining |
|
Western
U.S. Mining |
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
||||||||||
|
(Amounts in millions, except per ton data)
|
||||||||||||||||||
Revenues
|
$
|
365.4
|
|
|
$
|
194.9
|
|
|
$
|
125.4
|
|
|
287.8
|
|
|
$
|
239.2
|
|
|
Reporting Segment Costs
|
280.6
|
|
|
148.4
|
|
|
80.5
|
|
|
215.9
|
|
|
133.3
|
|
|||||
Adjusted EBITDA
|
84.8
|
|
|
46.5
|
|
|
44.9
|
|
|
71.9
|
|
|
105.9
|
|
|||||
Tons sold
|
28.5
|
|
|
4.6
|
|
|
3.2
|
|
|
2.0
|
|
|
4.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues per Ton
|
$
|
12.84
|
|
|
$
|
42.62
|
|
|
$
|
38.91
|
|
|
$
|
145.31
|
|
|
$
|
51.52
|
|
Costs per Ton
|
9.86
|
|
|
32.45
|
|
|
24.98
|
|
|
109.07
|
|
|
28.67
|
|
|||||
Adjusted EBITDA Margin per Ton
|
2.98
|
|
|
10.17
|
|
|
13.93
|
|
|
36.24
|
|
|
22.85
|
|
|
Predecessor
|
||||||||||||||||||
|
January 1 through April 1, 2017
|
||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining |
|
Western
U.S. Mining |
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
||||||||||
|
(Amounts in millions, except per ton data)
|
||||||||||||||||||
Revenues
|
$
|
394.3
|
|
|
$
|
193.2
|
|
|
$
|
149.7
|
|
|
328.9
|
|
|
$
|
224.8
|
|
|
Reporting Segment Costs
|
302.6
|
|
|
143.2
|
|
|
99.7
|
|
|
219.3
|
|
|
149.2
|
|
|||||
Adjusted EBITDA
|
91.7
|
|
|
50.0
|
|
|
50.0
|
|
|
109.6
|
|
|
75.6
|
|
|||||
Tons sold
|
31.0
|
|
|
4.5
|
|
|
3.4
|
|
|
2.2
|
|
|
4.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues per Ton
|
$
|
12.70
|
|
|
$
|
42.96
|
|
|
$
|
44.68
|
|
|
$
|
150.22
|
|
|
$
|
48.65
|
|
Costs per Ton
|
9.75
|
|
|
31.84
|
|
|
29.76
|
|
|
100.16
|
|
|
32.27
|
|
|||||
Adjusted EBITDA Margin per Ton
|
2.95
|
|
|
11.12
|
|
|
14.92
|
|
|
50.06
|
|
|
16.38
|
|
|
Combined
|
||||||||||||||||||
|
Six Months Ended June 30, 2017
|
||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining |
|
Western
U.S. Mining |
|
Australian Metallurgical Mining
|
|
Australian Thermal Mining
|
||||||||||
|
(Amounts in millions, except per ton data)
|
||||||||||||||||||
Revenues
|
$
|
759.7
|
|
|
$
|
388.1
|
|
|
$
|
275.1
|
|
|
616.7
|
|
|
$
|
464.0
|
|
|
Reporting Segment Costs
|
583.2
|
|
|
291.6
|
|
|
180.2
|
|
|
435.2
|
|
|
282.5
|
|
|||||
Adjusted EBITDA
|
176.5
|
|
|
96.5
|
|
|
94.9
|
|
|
181.5
|
|
|
181.5
|
|
|||||
Tons sold
|
59.5
|
|
|
9.1
|
|
|
6.6
|
|
|
4.2
|
|
|
9.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues per Ton
|
$
|
12.77
|
|
|
$
|
42.79
|
|
|
$
|
41.85
|
|
|
$
|
147.95
|
|
|
$
|
50.09
|
|
Costs per Ton
|
9.80
|
|
|
32.15
|
|
|
27.41
|
|
|
104.39
|
|
|
30.49
|
|
|||||
Adjusted EBITDA Margin per Ton
|
2.97
|
|
|
10.64
|
|
|
14.44
|
|
|
43.56
|
|
|
19.60
|
|
Six Month Comparison
|
Successor
|
Predecessor
|
||||||||
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
||||||
|
(Dollars in millions)
|
|||||||||
Net cash provided by (used in) operating
activities
|
$
|
915.4
|
|
|
$
|
65.7
|
|
$
|
(813.0
|
)
|
Net cash (used in) provided by investing
activities
|
(18.0
|
)
|
|
(18.5
|
)
|
15.1
|
|
|||
Free Cash Flow
|
$
|
897.4
|
|
|
$
|
47.2
|
|
$
|
(797.9
|
)
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
6.000% Senior Secured Notes due March 2022
|
$
|
500.0
|
|
|
$
|
500.0
|
|
6.375% Senior Secured Notes due March 2025
|
500.0
|
|
|
500.0
|
|
||
Senior Secured Term Loan due 2025, net of original issue discount
|
397.9
|
|
|
444.2
|
|
||
Capital lease and other obligations
|
59.5
|
|
|
76.0
|
|
||
Less: Debt issuance costs
|
(54.4
|
)
|
|
(59.4
|
)
|
||
|
1,403.0
|
|
|
1,460.8
|
|
||
Less: Current portion of long-term debt
|
45.0
|
|
|
42.1
|
|
||
Long-term debt
|
$
|
1,358.0
|
|
|
$
|
1,418.7
|
|
|
Successor
|
Predecessor
|
||||||||
|
Six Months Ended June 30, 2018
|
|
April 2 through June 30, 2017
|
January 1 through April 1, 2017
|
||||||
|
(Dollars in millions)
|
|||||||||
Net cash provided by (used in) operating
activities
|
$
|
915.4
|
|
|
$
|
65.7
|
|
$
|
(813.0
|
)
|
Net cash (used in) provided by investing
activities
|
(18.0
|
)
|
|
(18.5
|
)
|
15.1
|
|
|||
Net cash (used in) provided by financing activities
|
(489.7
|
)
|
|
(30.2
|
)
|
952.3
|
|
|||
Net change in cash, cash equivalents and restricted cash
|
407.7
|
|
|
17.0
|
|
154.4
|
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
1,070.2
|
|
|
1,095.6
|
|
941.2
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
1,477.9
|
|
|
$
|
1,112.6
|
|
$
|
1,095.6
|
|
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 that May
Yet Be Used to
Repurchase Shares
Under the Publicly
Announced Program
(In millions)
|
||||||
April 1 through April 30, 2018
|
|
1,896,612
|
|
|
$
|
37.10
|
|
|
1,513,851
|
|
|
$
|
593.2
|
|
May 1 through May 31, 2018
|
|
1,943,067
|
|
|
40.25
|
|
|
1,942,900
|
|
|
515.1
|
|
||
June 1 through June 30, 2018
|
|
1,405,758
|
|
|
46.23
|
|
|
1,405,698
|
|
|
450.1
|
|
||
Total
|
|
5,245,437
|
|
|
$
|
40.71
|
|
|
4,862,449
|
|
|
|
(1)
|
Includes shares withheld to cover the withholding taxes upon the vesting of equity awards, which are not part of the Repurchase Program.
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.1†
|
|
|
|
|
|
31.1†
|
|
|
|
|
|
31.2†
|
|
|
|
|
|
32.1†
|
|
|
|
|
|
32.2†
|
|
|
|
|
|
95†
|
|
|
|
|
|
101†
|
|
Interactive Data File (Form 10-Q for the quarterly period ended June 30, 2018 filed in XBRL). The financial information contained in the XBRL-related documents is “unaudited” and “unreviewed”
|
|
|
|
†
|
|
Filed herewith.
|
|
|
|
PEABODY ENERGY CORPORATION
|
|
Date:
|
August 3, 2018
|
By:
|
/s/ AMY B. SCHWETZ
|
|
|
|
|
|
Amy B. Schwetz
|
|
|
|
|
Executive Vice President and Chief Financial Officer
(On behalf of the registrant and as Principal Financial Officer)
|
(a)
|
Section 1.01 of the Credit Agreement is hereby amended by amending and restating the following defined terms to read in their entirety as follows:
|
(b)
|
Section 1.01 of the Credit Agreement is hereby amended by amending and restating the last sentence of the definition of “Guarantors” to read in its entirety as follows:
|
(c)
|
Section 1.01 of the Credit Agreement is hereby amended by adding the following defined terms in appropriate alphabetical order:
|
(d)
|
Section 6.16(e) of the Credit Agreement is hereby amended to add the following sentence at the end thereof:
|
(e)
|
Section 7.13 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
|
(f)
|
Article VII of the Credit Agreement is hereby amended by adding the following new Section 7.19 thereto:
|
(a)
|
The Administrative Agent shall have received a duly authorized, executed and delivered counterpart of the signature page to this Amendment No. 5 from each Loan Party named on the signature pages hereto, the Administrative Agent and the Required Lenders.
|
(b)
|
The Administrative Agent shall have received a duly authorized, executed and delivered counterpart of the signature pages to Security Agreement Amendment No. 1 from the Loan Parties named on the signature pages thereto and the Priority Collateral Trustee.
|
(c)
|
No Default or Event of Default shall exist, or would result immediately, from the effectiveness of this Amendment No. 5.
|
(d)
|
The representations and warranties of (i) the Borrower contained in Article V of the Credit Agreement and (ii) each Loan Party contained in each other Loan Document shall be true and correct in all material respects on and as of the Amendment No. 5 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier
|
(e)
|
The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in clauses (c) and (d) of this Section 5 have been satisfied.
|
(f)
|
The Administrative Agent shall have received, on behalf of each Lender that shall have delivered an executed signature page to this Amendment No. 5, and released such signature page, on or prior to 12:00 p.m. (New York time) on June 27, 2018, payment of a non-refundable consent fee in an amount equal to .05% multiplied by the sum of such Lender’s Incremental Revolving Commitment and the unpaid principal balance of Term Loans held by such Lender, which consent fee shall be earned in full on the date hereof.
|
(a)
|
To induce the Lenders and the Administrative Agent to enter into this Amendment No. 5, each of the Loan Parties and Gibraltar Holdings hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof (including as amended pursuant to the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and this Amendment No. 5) (collectively, the “
Reaffirmed Documents
”). The Borrower acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 5.
|
(b)
|
In furtherance of the foregoing Section 6(a), each Loan Party, in its capacity as a Guarantor under the Guaranty to which it is a party (in such capacity, each a “
Reaffirming Loan Guarantor
”), reaffirms its guarantee of the Secured Obligations under the terms and conditions of such Guaranty and agrees that such Guaranty remains in full force and effect to the extent set forth in such Guaranty and after giving effect to this Amendment No. 5, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Amendment No. 5 and the Amended
|
(c)
|
In furtherance of the foregoing Section 6(a), Gibraltar Holdings and each of the Loan Parties that is party to any Security Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Security Document (in such capacity, each a “
Reaffirming Grantor
”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment No. 5 and the transactions contemplated hereby. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Security Documents (in each case, to the extent a party thereto) to secure the Secured Obligations and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Grantor hereby (i) confirms that each Security Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Security Documents, the payment and performance of the Secured Obligations, including without limitation the payment and performance of all such applicable Secured Obligations that are joint and several obligations of each Guarantor and each Reaffirming Grantor now or hereafter existing, in each case pursuant to the terms of the Security Documents such Reaffirming Grantor is a party to, (ii) confirms its respective grant to the Collateral Trustee for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Reaffirming Grantor’s right, title and interest in, to and under all Collateral to which such Reaffirming Grantor granted a security interest in and a continuing Lien on pursuant to the terms of the Security Documents to which such Reaffirming Grantor is party to, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Secured Obligations, subject to the terms contained in the applicable Loan Documents and (iii) confirms its
|
(d)
|
Gibraltar Holdings and each Guarantor (other than the Borrower) acknowledges and agrees that (i) it is not required by the terms of the Credit Agreement or any other Loan Document to consent to this Amendment No. 5 and (ii) nothing in the Credit Agreement, this Amendment No. 5 or any other Loan Document shall be deemed to require the consent of Gibraltar Holdings or such Guarantor to any future amendment, consent or waiver of the terms of the Credit Agreement.
|
(e)
|
(i) Upon the earlier to occur of (x) 30 days after Gibraltar Holdings converting into a Domestic Subsidiary, and (y) Gibraltar Holdings retaining for a period of more than 10 days any material cash in excess of the amount of cash necessary to continue to operate in the ordinary course and to comply with any Requirement of Law, as reasonably determined by it or the Borrower, in each case, subject to extension by the Administrative Agent in its sole discretion, Gibraltar Holdings shall execute and deliver a security agreement granting the Collateral Trustee a first-priority Lien in all assets of Gibraltar Holdings (other than, for the avoidance of doubt, any voting Equity Interests of Peabody Investments (Gibraltar) Limited in excess of 65% thereof (and any proceeds therefrom) and other Excluded Assets owned by Gibraltar Holdings) to secure the Priority Lien Obligations (as defined in the Collateral Trust Agreement), in form and substance reasonably satisfactory to the Administrative Agent, and (ii) upon request of the Administrative Agent, at the expense of the Borrower, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem reasonably necessary or desirable in obtaining the full benefits of, or (as applicable) in creating, perfecting and preserving the Liens of, the foregoing documents, including the filing of financing statements reasonably necessary or advisable in the opinion of the Administrative Agent or the Collateral Trustee to perfect any security interests created under the foregoing documents.
|
(a)
|
Ratification
. This Amendment No. 5 is limited to the matters specified herein and shall not constitute acceptance or waiver, or, to the extent not expressly set forth herein, an amendment or modification, of any other provision of the Credit Agreement or any other Loan Document. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or any other Loan Document or instruments securing the same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith, and each of the parties hereto acknowledges and agrees that the terms of this Amendment No. 5 constitute an
|
(b)
|
Governing Law; Submission to Jurisdiction, Consent to Service of Process, Waiver of Jury Trial, Etc.
Sections 10.14
and
10.15
of the Credit Agreement are incorporated by reference herein as if such Sections appeared herein,
mutatis mutandis
.
|
(c)
|
Severability
.
Section 10.12
of the Credit Agreement is incorporated by reference herein as if such Section appeared herein,
mutatis mutandis
.
|
(d)
|
Counterparts; Headings
. This Amendment No. 5 may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment No. 5 by telecopy or other electronic imaging means (i.e., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment No. 5. Article and Section headings used herein are included for convenience of reference only, shall not constitute a part hereof, shall not be given any substantive effect and shall not affect the interpretation of this Amendment No. 5.
|
(e)
|
Third Party Beneficiary
. The Collateral Trustee shall be an express third party beneficiary of this Amendment No. 5.
|
(f)
|
Amendment, Modification and Waiver
. This Amendment No. 5 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto.
|
(g)
|
Lender Consents
. Each Lender party hereto (it being agreed that all of such Lenders constitute Required Lenders under the Credit Agreement) hereby (i) consents to the Administrative Agent delivering a direction in writing to the Collateral Trustee (it being agreed that such direction constitutes an Act of Required Secured Parties under the Collateral Trust Agreement) authorizing and directing the Collateral Trustee to execute Security Agreement Amendment No. 1 and (ii) approves the terms set forth herein and consents to the execution and delivery of Security Agreement Amendment No. 1.
|
|
By: /s/ Walter L. Hawkins, Jr.
|
|
Name: Walter L. Hawkins, Jr.
|
|
Title: Senior Vice President, Finance
|
|
By: /s/ Walter L. Hawkins, Jr.
|
|
Name: Walter L. Hawkins, Jr.
|
|
Title: Senior Vice President, Finance
|
|
By: /s/ Walter L. Hawkins, Jr.
|
|
Name: Walter L. Hawkins, Jr.
|
|
Title: President
|
|
By: /s/ Bryce G. West
|
|
Name: Bryce G. West
|
|
Title: President
|
|
By: /s/ Mark A. Scimio
|
|
Name: Mark A. Scimio
|
|
Title: President
|
|
By: /s/ Patrick K. Sollars
|
|
Name: Patrick K. Sollars
|
|
Title: President
|
AMERICAN LAND DEVELOPMENT, LLC
|
AMERICAN LAND HOLDINGS OF COLORADO, LLC
|
AMERICAN LAND HOLDINGS OF ILLINOIS, LLC
|
AMERICAN LAND HOLDINGS OF INDIANA, LLC
|
AMERICAN LAND HOLDINGS OF KENTUCKY, LLC
|
BIG RIDGE, INC.
|
BTU WESTERN RESOURCES, INC.
|
COALSALES II, LLC
|
CONSERVANCY RESOURCES, LLC
|
EL SEGUNDO COAL COMPANY, LLC
|
HAYDEN GULCH TERMINAL, LLC
|
HILLSIDE RECREATIONAL LANDS, LLC
|
JAMES RIVER COAL TERMINAL, LLC
|
KAYENTA MOBILE HOME PARK, INC.
|
KENTUCKY UNITED COAL, LLC
|
MOFFAT COUNTY MINING, LLC
|
NEW MEXICO COAL RESOURCES, LLC
|
PEABODY AMERICA, LLC
|
PEABODY ARCLAR MINING, LLC
|
PEABODY ASSET HOLDINGS, LLC
|
PEABODY BEAR RUN MINING, LLC
|
PEABODY BEAR RUN SERVICES, LLC
|
PEABODY CABALLO MINING, LLC
|
PEABODY CARDINAL GASIFICATION, LLC
|
PEABODY CHINA, LLC
|
PEABODY COALSALES, LLC
|
PEABODY COALTRADE, LLC
|
PEABODY COLORADO OPERATIONS, LLC
|
PEABODY COLORADO SERVICES, LLC
|
PEABODY COULTERVILLE MINING, LLC
|
PEABODY DEVELOPMENT COMPANY, LLC
|
PEABODY ELECTRICITY, LLC
|
PEABODY EMPLOYMENT SERVICES, LLC
|
PEABODY GATEWAY NORTH MINING, LLC
|
|
By: /s/ Walter L. Hawkins, Jr.
|
|
Name: Walter L. Hawkins, Jr.
|
|
Title: Senior Vice President, Finance
|
PEABODY GATEWAY SERVICES, LLC
|
|
PEABODY GLOBAL FUNDING, LLC
|
|
PEABODY HOLDING COMPANY, LLC
|
|
PEABODY ILLINOIS SERVICES, LLC
|
|
PEABODY INDIANA SERVICES, LLC
|
|
PEABODY INTERNATIONAL INVESTMENTS, INC.
|
|
PEABODY INTERNATIONAL SERVICES, INC.
|
|
PEABODY INVESTMENTS CORP.
|
|
PEABODY MIDWEST MANAGEMENT SERVICES, LLC
|
|
PEABODY MIDWEST MINING, LLC
|
|
PEABODY MIDWEST OPERATIONS, LLC
|
|
PEABODY MIDWEST SERVICES, LLC
|
|
PEABODY MONGOLIA, LLC
|
|
PEABODY NATURAL GAS, LLC
|
|
PEABODY NATURAL RESOURCES COMPANY
|
|
PEABODY NEW MEXICO SERVICES, LLC
|
|
PEABODY OPERATIONS HOLDING, LLC
|
|
PEABODY POWDER RIVER MINING, LLC
|
|
PEABODY POWDER RIVER OPERATIONS, LLC
|
|
PEABODY POWDER RIVER SERVICES, LLC
|
|
PEABODY ROCKY MOUNTAIN MANAGEMENT SERVICES, LLC
|
|
PEABODY ROCKY MOUNTAIN SERVICES, LLC
|
|
PEABODY SCHOOL CREEK MINING, LLC
|
|
PEABODY SERVICES HOLDINGS, LLC
|
|
PEABODY TERMINALS, LLC
|
|
PEABODY VENEZUELA COAL CORP.
|
|
PEABODY VENTURE FUND, LLC
|
|
PEABODY WILD BOAR MINING, LLC
|
|
PEABODY WILD BOAR SERVICES, LLC
|
|
PEABODY WILLIAMS FORK MINING, LLC
|
|
PEABODY WYOMING SERVICES, LLC
|
|
PEABODY-WATERSIDE DEVELOPMENT, L.L.C.
|
|
PEC EQUIPMENT COMPANY, LLC
|
|
SAGE CREEK LAND & RESERVES, LLC
|
|
SHOSHONE COAL CORPORATION
|
|
TWENTYMILE COAL, LLC
NGS ACQUISITION CORP., LLC
|
|
By: /s/ Walter L. Hawkins, Jr.
|
|
Name: Walter L. Hawkins, Jr.
|
|
Title: Senior Vice President, Finance
|
|
By: /s/ Robert F. Bruer
|
|
Name: Robert F. Bruer
|
|
Title: Vice President
|
|
By: /s/ Charles R. Otec
|
|
Name: Charles R. Otec
|
|
Title: President
|
|
By: /s/ Robert F. Bruer
|
|
By: /s/ Scott Jarboe
|
|
By: /s/ Douglas Tansey
|
|
Name: Douglas Tansey
|
|
Title: Authorized Signatory
|
|
By: /s/ Douglas Tansey
|
|
Name: Douglas Tansey
|
|
Title: Authorized Signatory
|
(g)
|
Section 4.10 of the Security Agreement is hereby amended and restated to read in its entirety as follows:
|
(h)
|
Section 4.11 of the Security Agreement is hereby amended and restated to read in its entirety as follows:
|
(h)
|
The Priority Collateral Trustee shall have received a duly authorized, executed and delivered counterpart of the signature page to this Amendment No. 1 from the Borrower, each other Grantor named on the signature pages hereto and the Priority Collateral Trustee.
|
(i)
|
The Priority Collateral Trustee shall have received an Officers' Certificate to the effect that this Amendment No. 1 will not result in a breach of any provision or covenant contained in any of the Secured Debt Documents (as defined in the Collateral Trust Agreement), and that this Amendment No. 1 was permitted under Section 7.1 of the Collateral Trust Agreement.
|
(j)
|
The Priority Collateral Trustee shall have received a customary opinion of Jones Day, counsel to the Borrower and special New York counsel to the other Grantors addressed to the Priority Collateral Trustee and dated the Amendment No. 1 Effective Date to the effect that the execution of this Amendment No. 1 is authorized or permitted by the Collateral Trust Agreement.
|
(k)
|
The Priority Collateral Trustee shall have received a direction from an Act of Required Secured Parties (as defined in the Collateral Trust Agreement) authorizing and directing the Priority Collateral Trustee to execute and deliver this Amendment No. 1.
|
(a)
|
Ratification
. This Amendment No. 1 is limited to the matters specified herein and shall not constitute acceptance or waiver, or, to the extent not expressly set forth herein, an amendment or modification, of any other provision of the Security Agreement.
|
(b)
|
Governing Law; Submission to Jurisdiction; Waivers.
Sections 9.11
and
9.12
of the Security Agreement are incorporated by reference herein as if such Sections appeared herein,
mutatis mutandis
.
|
(c)
|
Severability
.
Section 9.8
of the Security Agreement is incorporated by reference herein as if such Section appeared herein,
mutatis mutandis
.
|
(d)
|
Counterparts; Headings
. This Amendment No. 1 may be executed by one or more of the parties to this Amendment No. 1 on any number of separate counterparts (including by facsimile or other electronic imaging means), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment No. 1 by facsimile or other electronic transmission (e.g., “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart of this Amendment No. 1. The section headings used in this Amendment No. 1 are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.
|
(e)
|
Amendment, Modification and Waiver
. This Amendment No. 1 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto.
|
(f)
|
Concerning the Priority Collateral Trustee
. Wilmington Trust, National Association is entering into this Amendment No. 1 solely in its capacity as Priority Collateral Trustee, upon the direction of an Act of Required Secured Parties and in reliance on documents delivered to it pursuant to Section 4 hereof. In acting hereunder, the Priority Collateral
|
AMERICAN LAND DEVELOPMENT, LLC
|
AMERICAN LAND HOLDINGS OF COLORADO, LLC
|
AMERICAN LAND HOLDINGS OF ILLINOIS, LLC
|
AMERICAN LAND HOLDINGS OF INDIANA, LLC
|
AMERICAN LAND HOLDINGS OF KENTUCKY, LLC
|
BIG RIDGE, INC.
|
BTU WESTERN RESOURCES, INC.
|
COALSALES II, LLC
|
CONSERVANCY RESOURCES, LLC
|
EL SEGUNDO COAL COMPANY, LLC
|
HAYDEN GULCH TERMINAL, LLC
|
HILLSIDE RECREATIONAL LANDS, LLC
|
JAMES RIVER COAL TERMINAL, LLC
|
KAYENTA MOBILE HOME PARK, INC.
|
KENTUCKY UNITED COAL, LLC
|
MOFFAT COUNTY MINING, LLC
|
NEW MEXICO COAL RESOURCES, LLC
|
PEABODY AMERICA, LLC
|
PEABODY ARCLAR MINING, LLC
|
PEABODY ASSET HOLDINGS, LLC
|
PEABODY BEAR RUN MINING, LLC
|
PEABODY BEAR RUN SERVICES, LLC
|
PEABODY CABALLO MINING, LLC
|
PEABODY CARDINAL GASIFICATION, LLC
|
PEABODY CHINA, LLC
|
PEABODY COALSALES, LLC
|
PEABODY COALTRADE, LLC
|
PEABODY COLORADO OPERATIONS, LLC
|
PEABODY COLORADO SERVICES, LLC
|
PEABODY COULTERVILLE MINING, LLC
|
PEABODY DEVELOPMENT COMPANY, LLC
|
PEABODY ELECTRICITY, LLC
|
PEABODY EMPLOYMENT SERVICES, LLC
|
PEABODY GATEWAY NORTH MINING, LLC
|
PEABODY GATEWAY SERVICES, LLC
|
|
PEABODY GLOBAL FUNDING, LLC
|
|
PEABODY HOLDING COMPANY, LLC
|
|
PEABODY ILLINOIS SERVICES, LLC
|
|
PEABODY INDIANA SERVICES, LLC
|
|
PEABODY INTERNATIONAL INVESTMENTS, INC.
|
|
PEABODY INTERNATIONAL SERVICES, INC.
|
|
PEABODY INVESTMENTS CORP.
|
|
PEABODY MIDWEST MANAGEMENT SERVICES, LLC
|
|
PEABODY MIDWEST MINING, LLC
|
|
PEABODY MIDWEST OPERATIONS, LLC
|
|
PEABODY MIDWEST SERVICES, LLC
|
|
PEABODY MONGOLIA, LLC
|
|
PEABODY NATURAL GAS, LLC
|
|
PEABODY NATURAL RESOURCES COMPANY
|
|
PEABODY NEW MEXICO SERVICES, LLC
|
|
PEABODY OPERATIONS HOLDING, LLC
|
|
PEABODY POWDER RIVER MINING, LLC
|
|
PEABODY POWDER RIVER OPERATIONS, LLC
|
|
PEABODY POWDER RIVER SERVICES, LLC
|
|
PEABODY ROCKY MOUNTAIN MANAGEMENT SERVICES, LLC
|
|
PEABODY ROCKY MOUNTAIN SERVICES, LLC
|
|
PEABODY SCHOOL CREEK MINING, LLC
|
|
PEABODY SERVICES HOLDINGS, LLC
|
|
PEABODY TERMINALS, LLC
|
|
PEABODY VENEZUELA COAL CORP.
|
|
PEABODY VENTURE FUND, LLC
|
|
PEABODY WILD BOAR MINING, LLC
|
|
PEABODY WILD BOAR SERVICES, LLC
|
|
PEABODY WILLIAMS FORK MINING, LLC
|
|
PEABODY WYOMING SERVICES, LLC
|
|
PEABODY-WATERSIDE DEVELOPMENT, L.L.C.
|
|
PEC EQUIPMENT COMPANY, LLC
|
|
SAGE CREEK LAND & RESERVES, LLC
|
|
SHOSHONE COAL CORPORATION
|
|
TWENTYMILE COAL, LLC
NGS ACQUISITION CORP., LLC
|
PEABODY INTERNATIONAL HOLDINGS, LLC
|
PEABODY IC FUNDING CORP.
|
BIG SKY COAL COMPANY
|
PEABODY SAGE CREEK MINING, LLC
SAGE CREEK HOLDINGS, LLC
|
PEABODY TWENTYMILE MINING, LLC
|
SENECA COAL COMPANY, LLC
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Peabody Energy Corporation (“the registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Glenn L. Kellow
|
|
||
|
Glenn L. Kellow
|
|
||
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Peabody Energy Corporation (“the registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Amy B. Schwetz
|
|
||
|
Amy B. Schwetz
|
|
||
|
Executive Vice President and Chief Financial Officer
|
|
(1)
|
the Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2018
(the “Periodic Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Peabody Energy Corporation.
|
|
/s/ Glenn L. Kellow
|
|
||
|
Glenn L. Kellow
|
|
||
|
President and Chief Executive Officer
|
|
(1)
|
the Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2018
(the “Periodic Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Peabody Energy Corporation.
|
|
/s/ Amy B. Schwetz
|
|
||
|
Amy B. Schwetz
|
|
||
|
Executive Vice President and Chief Financial Officer
|
|
•
|
Section 104 S&S Violations
: The total number of violations received from MSHA under section 104(a) of the Mine Act that could significantly and substantially contribute to a serious injury if left unabated.
|
•
|
Section 104(b) Orders
: The total number of orders issued by MSHA under section 104(b) of the Mine Act, which represents a failure to abate a citation under section 104(a) within the period of time prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated.
|
•
|
Section 104(d) Citations and Orders
: The total number of citations and orders issued by MSHA under section 104(d) of the Mine Act for unwarrantable failure to comply with mandatory health or safety standards.
|
•
|
Section 104(e) Notices
: The total number of notices issued by MSHA under section 104(e) of the Mine Act for a pattern of violations that could contribute to mine health or safety hazards.
|
•
|
Section 110(b)(2) Violations
: The total number of flagrant violations issued by MSHA under section 110(b)(2) of the Mine Act.
|
•
|
Section 107(a) Orders
: The total number of orders issued by MSHA under section 107(a) of the Mine Act for situations in which MSHA determined an imminent danger existed.
|
•
|
Proposed MSHA Assessments
: The total dollar value of proposed assessments from MSHA.
|
•
|
Fatalities
: The total number of mining-related fatalities.
|
|
|
Section
104 S&S
Violations
|
|
Section
104(b)
Orders
|
|
Section
104(d)
Citations and
Orders
|
|
Section
104(e) Pattern
of Violations
|
|
Section
110(b)(2)
Violations
|
|
Section
107(a)
Orders
|
|
($)
Proposed
MSHA
Assessments
|
|
|
||||||||
Mine
(1)
|
|
|
|
|
|
|
|
|
Fatalities
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
||||||||
Midwestern U.S. Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Bear Run
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
Francisco Underground
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27.1
|
|
|
—
|
|
Gateway North
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.9
|
|
|
—
|
|
Somerville Central
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.3
|
|
|
—
|
|
Wildcat Hills Cottage Grove Pit
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
Wildcat Hills Underground
|
|
28
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131.5
|
|
|
—
|
|
Powder River Basin Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Caballo
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
North Antelope Rochelle
|
|
5
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83.4
|
|
|
—
|
|
Western U.S. Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
El Segundo
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
Kayenta
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
Twentymile (Foidel Creek Mine)
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.5
|
|
|
—
|
|
(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.
|
|
|
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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
Bear Run
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
Francisco Preparation Plant (Francisco Mine)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
Francisco Underground
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76.0
|
|
|
—
|
|
Gateway North
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47.5
|
|
|
—
|
|
Gateway Preparation Plant
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
Somerville Central
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.7
|
|
|
—
|
|
Wild Boar
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
Wildcat Hills Cottage Grove Pit
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
Wildcat Hills Underground
|
|
41
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
178.2
|
|
|
—
|
|
Powder River Basin Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Caballo
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
North Antelope Rochelle
|
|
7
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88.3
|
|
|
—
|
|
Rawhide
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
Western U.S. Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
El Segundo
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
Kayenta
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
|
—
|
|
Twentymile (Foidel Creek Mine)
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43.6
|
|
|
—
|
|
(1)
|
The definition of "mine" under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting coal, such as land, structures, facilities, equipment, machines, tools and coal preparation facilities. Also, there are instances where the mine name per the MSHA system differs from the mine name utilized by us. Where applicable, we have parenthetically listed the name of the mine per the MSHA system. Also, all mines are listed alphabetically within each of our U.S. mining segments.
|
•
|
Contests of Citations and Orders
: A contest proceeding may be filed with the Commission by operators, miners or miners’ representatives to challenge the issuance of a citation or order issued by MSHA, including citations related to disputed provisions of operators' emergency response plans.
|
•
|
Contests of Proposed Penalties (Petitions for Assessment of Penalties)
:
A contest of a proposed penalty is an administrative proceeding before the Commission challenging a civil penalty that MSHA has proposed for the violation. Such proceedings may also involve appeals of judges' decisions or orders to the Commission on proposed penalties, including petitions for discretionary review and review by the Commission on its own motion.
|
•
|
Complaints for Compensation
:
A complaint for compensation may be filed with the Commission by miners entitled to compensation when a mine is closed by certain withdrawal orders issued by MSHA. The purpose of the proceeding is to determine the amount of compensation, if any, due miners idled by the orders.
|
•
|
Complaints of Discharge, Discrimination or Interference
:
A discrimination proceeding is a case that involves a miner’s allegation that he or she has suffered a wrong by the operator because he or she engaged in some type of activity protected under the Mine Act, such as making a safety complaint. This category includes temporary reinstatement proceedings, which involve cases in which a miner has filed a complaint with MSHA stating he or she has suffered discrimination and the miner has lost his or her position.
|
•
|
Applications for Temporary Relief:
An application for temporary relief from any modification or termination of any order or from any order issued under certain subparts of section 104 of the Mine Act may be filed with the Commission at any time before such order becomes final.
|
|
|
Pending Legal Actions
|
|
Legal Actions Initiated During the Three Months Ended
June 30, 2018 |
|
Legal Actions Resolved During the Three Months Ended
June 30, 2018 |
||||||||||
|
|
Number of Pending Legal Actions as of June 30, 2018
|
|
Pre-Penalty Contests of Citations/Orders
|
|
Contests of Penalty Assessment
(2)
|
|
Complaints for Compensation
|
|
Complaints of Discharge, Discrimination or Interference
|
|
Applications for Temporary Relief
|
|
|
||
Mine
(1)
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midwestern U.S. Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Francisco Underground
|
|
9
|
|
—
|
|
9
|
|
—
|
|
—
|
|
—
|
|
1
|
|
1
|
Gateway North
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
Gateway Preparation Plant
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
1
|
Somerville Central
|
|
2
|
|
—
|
|
2
|
|
—
|
|
—
|
|
—
|
|
1
|
|
1
|
Wildcat Hills Underground
|
|
6
|
|
—
|
|
6
|
|
—
|
|
—
|
|
—
|
|
1
|
|
—
|
Western U.S. Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
El Segundo
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
Kayenta
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
Twentymile (Foidel Creek)
|
|
8
|
|
1
|
|
7
|
|
—
|
|
—
|
|
—
|
|
2
|
|
4
|
(1)
|
The definition of "mine" under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting coal, such as land, structures, facilities, equipment, machines, tools and coal preparation facilities. Also, there are instances where the mine name per the MSHA system differs from the mine name utilized by us. Where applicable, we have parenthetically listed the name of the mine per the MSHA system. Also, all mines are listed alphabetically within each of our U.S. mining segments.
|
(2)
|
Contests included a total of 2 appeals of judge's decisions or orders to the Commission as of June 30, 2018.
|