þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended December 31, 2018
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or
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o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of incorporation or organization)
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13-4004153
(I.R.S. Employer Identification No.)
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701 Market Street, St. Louis, Missouri
(Address of principal executive offices)
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63101
(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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•
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as a result of our emergence from our Chapter 11 Cases, our historical financial information is not indicative of our future financial performance;
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our profitability depends upon the prices we receive for our coal;
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if a substantial number of our long-term coal supply agreements terminate, our revenues and operating profits could suffer if we are unable to find alternate buyers willing to purchase our coal on comparable terms to those in our contracts;
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the loss of, or significant reduction in, purchases by our largest customers could adversely affect our revenues;
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our trading and hedging activities do not cover certain risks, and may expose us to earnings volatility and other risks;
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our operating results could be adversely affected by unfavorable economic and financial market conditions;
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our ability to collect payments from our customers could be impaired if their creditworthiness or contractual performance deteriorates;
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risks inherent to mining could increase the cost of operating our business, and events and conditions that could occur during the course of our mining operations could have a material adverse impact on us;
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if transportation for our coal becomes unavailable or uneconomic for our customers, our ability to sell coal may be diminished;
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a decrease in the availability or increase in costs of key supplies, capital equipment or commodities such as diesel fuel, steel, explosives and tires could decrease our anticipated profitability;
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take-or-pay arrangements within the coal industry could unfavorably affect our profitability;
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an inability of trading, brokerage, mining or freight counterparties to fulfill the terms of their contracts with us could reduce our profitability;
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we may not recover our investments in our mining, exploration and other assets, which may require us to recognize impairment charges related to those assets;
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our ability to operate our company effectively could be impaired if we lose key personnel or fail to attract qualified personnel;
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we could be negatively affected if we fail to maintain satisfactory labor relations;
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we could be adversely affected if we fail to appropriately provide financial assurances for our obligations;
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our mining operations are extensively regulated, which imposes significant costs on us, and future regulations and developments could increase those costs or limit our ability to produce coal;
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our operations may impact the environment or cause exposure to hazardous substances, and our properties may have environmental contamination, which could result in material liabilities to us;
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we may be unable to obtain, renew or maintain permits necessary for our operations, which would reduce our production, cash flows and profitability;
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our mining operations are subject to extensive forms of taxation, which imposes significant costs on us, and future regulations and developments could increase those costs or limit our ability to produce coal competitively;
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if the assumptions underlying our asset retirement obligations for reclamation and mine closures are materially inaccurate, our costs could be significantly greater than anticipated;
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our future success depends upon our ability to continue acquiring and developing coal reserves that are economically recoverable;
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Peabody Energy Corporation
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2018 Form 10-K
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i
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we face numerous uncertainties in estimating our economically recoverable coal reserves and inaccuracies in our estimates could result in lower than expected revenues, higher than expected costs and decreased profitability;
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our global operations increase our exposure to risks unique to international mining and trading operations;
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joint ventures, partnerships or non-managed operations may not be successful and may not comply with our operating standards;
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we may undertake further repositioning plans that would require additional charges;
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we could be exposed to significant liability, reputational harm, loss of revenue, increased costs or other risks if we sustain cyber attacks or other security breaches that disrupt our operations or result in the dissemination of proprietary or confidential information about us, our customers or other third-parties;
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our expenditures for postretirement benefit and pension obligations could be materially higher than we have predicted if our underlying assumptions prove to be incorrect;
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concerns about the impacts of coal combustion on global climate are increasingly leading to consequences that have and could continue to affect demand for our products or our securities, including the following: increased regulation of coal combustion in many jurisdictions; investment decisions by electricity generators that are unfavorable to coal-fueled generation units; unfavorable lending policies by lending institutions and development banks toward the financing of new overseas coal-fueled power plants; and divestment efforts affecting the institutional investment community;
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numerous activist groups are devoting substantial resources to anti-coal activities to minimize or eliminate the use of coal as a source of electricity generation, domestically and internationally, thereby further reducing the demand and pricing for coal, and potentially materially and adversely impacting our future financial results, liquidity and growth prospects;
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we may not be able to successfully integrate the recently acquired Shoal Creek Mine or other companies, assets or properties that we may acquire in the future;
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if we fail to establish and maintain proper internal controls for the Shoal Creek Mine, our ability to produce accurate financial statements or comply with applicable regulations could be impaired;
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our financial performance could be adversely affected by our indebtedness;
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despite our indebtedness, we may still be able to incur substantially more debt, including secured debt, which could further increase the risks associated with our indebtedness;
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we may not be able to generate sufficient cash to service all of our indebtedness or other obligations;
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the terms of our indenture governing our senior secured notes and the agreements and instruments governing our other indebtedness impose restrictions that may limit our operating and financial flexibility;
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the number and quantity of viable financing alternatives available to us may be significantly impacted by unfavorable lending and investment policies by financial institutions and insurance companies associated with concerns about environmental impacts of coal combustion;
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the price of our securities may be volatile;
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our Common Stock is subject to dilution and may be subject to further dilution in the future;
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there may be circumstances in which the interests of a significant stockholder could be in conflict with other stakeholders’ interests;
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the payment of dividends on our stock or repurchases of our stock is dependent on a number of factors, and future payments and repurchases cannot be assured;
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we may not be able to fully utilize our deferred tax assets;
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acquisitions and divestitures are a potentially important part of our long-term strategy, subject to our investment criteria, and involve a number of risks, any of which could cause us not to realize the anticipated benefits;
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our certificate of incorporation and by-laws include provisions that may discourage a takeover attempt;
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diversity in interpretation and application of accounting literature in the mining industry may impact our reported financial results; and
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other risks and factors, including those discussed in “Legal Proceedings,” set forth in Part I, Item 3 of this report and “Risk Factors,” set forth in Part I, Item 1A of this report.
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Peabody Energy Corporation
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2018 Form 10-K
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ii
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Page
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Peabody Energy Corporation
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2018 Form 10-K
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1
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Note:
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The words “we,” “us,” “our,” “Peabody” or “the Company” as used in this report, refer to Peabody Energy Corporation or its applicable subsidiary or subsidiaries. Unless otherwise noted herein, disclosures in this Annual Report on Form 10-K relate only to our continuing operations.
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When used in this filing, the term “ton” refers to short or net tons, equal to 2,000 pounds (907.18 kilograms), while “tonne” refers to metric tons, equal to 2,204.62 pounds (1,000 kilograms).
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Peabody Energy Corporation
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2018 Form 10-K
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2
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Peabody Energy Corporation
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2018 Form 10-K
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3
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Peabody Energy Corporation
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2018 Form 10-K
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4
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Segment/Mining Complex
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Location
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Mine
Type
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Mining
Method
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Coal
Type
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Primary
Transport
Method
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2018 Tons Sold
(In millions)
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Powder River Basin Mining
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North Antelope Rochelle
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Wyoming
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S
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D, DL, T/S
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T
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R
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98.4
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Caballo
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Wyoming
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S
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D, T/S
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T
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R
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11.3
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Rawhide
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Wyoming
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S
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D, T/S
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T
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R
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9.5
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Third party
(1)
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—
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—
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—
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—
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—
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1.1
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Midwestern U.S. Mining
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Bear Run
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Indiana
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S
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DL, D, T/S
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T
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Tr, R
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6.9
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Gateway North
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Illinois
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U
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CM
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T
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Tr, R, R/B, T/B
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3.1
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Wild Boar
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Indiana
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S
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D, T/S
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T
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Tr, R, R/B, T/B
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2.7
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Francisco Underground
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Indiana
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U
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CM
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T
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R
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2.3
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Somerville Central
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Indiana
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S
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DL, D, T/S
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T
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R, R/B, T/B, T/R
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2.0
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Wildcat Hills Underground
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Illinois
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U
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CM
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T
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T/B
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1.4
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Cottage Grove
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Illinois
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S
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D, T/S
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T
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T/B
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0.5
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Western U.S. Mining
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Kayenta
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Arizona
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S
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DL, T/S
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T
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R
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6.6
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El Segundo
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New Mexico
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S
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D, DL, T/S
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T
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R
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5.2
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Twentymile
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Colorado
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U
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LW
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T
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R, Tr
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2.9
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Lee Ranch
(2)
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New Mexico
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S
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T/S
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T
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R
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—
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Seaborne Metallurgical Mining
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Coppabella
(3)
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Queensland
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S
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DL, D, T/S
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P
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R, EV
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2.7
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Millennium
(4)
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Queensland
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S
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HW, D, T/S
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M, P
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R, EV
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2.4
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Moorvale
(3)
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Queensland
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S
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D, T/S
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P, T
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R, EV
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2.1
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Metropolitan
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New South Wales
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U
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LW
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M, P, T
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R, EV
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1.9
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North Goonyella
(5)
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Queensland
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U
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LW
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M
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R, EV
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1.8
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Shoal Creek
(6)
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Alabama
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U
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LW
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M
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B, EV
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0.1
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Middlemount
(7)
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Queensland
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S
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D, T/S
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M, P
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R, EV
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—
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Seaborne Thermal Mining
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Wilpinjong
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New South Wales
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S
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D, T/S
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T
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R, EV
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13.9
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Wambo Open-Cut
(8)
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New South Wales
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S
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T/S
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T
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R, EV
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3.6
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Wambo Underground
(8)
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New South Wales
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U
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LW
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T, M
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R, EV
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1.6
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(1)
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Third-party purchased coal used to satisfy coal supply agreements.
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(2)
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Mine was suspended in 2018.
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(3)
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We own a 73.3% undivided interest in an unincorporated joint venture that owns the Coppabella and Moorvale mines. The tons shown reflect our share.
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(4)
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The mine ceased open-cut mining in September 2018 and now exclusively conducts highwall mining.
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(5)
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Our North Goonyella Mine experienced a fire in a portion of the mine during September 2018.
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(6)
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Tons sold is for the period December 4 through December 31, 2018.
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(7)
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We own a 50% equity interest in Middlemount, which owns the Middlemount Mine. Because that entity is accounted for as an unconsolidated equity affiliate,
2018
tons sold from that mine, which totaled
4.2 million
tons (on a 100% basis), have been excluded from the table above.
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(8)
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Majority-owned mines in which there is an outside non-controlling ownership interest.
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Peabody Energy Corporation
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2018 Form 10-K
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5
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Peabody Energy Corporation
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2018 Form 10-K
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6
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Peabody Energy Corporation
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2018 Form 10-K
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7
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Peabody Energy Corporation
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2018 Form 10-K
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8
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Name
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Age
(1)
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Position
(1)
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Glenn L. Kellow
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51
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President and Chief Executive Officer
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Amy B. Schwetz
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44
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Executive Vice President and Chief Financial Officer
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A. Verona Dorch
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51
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Executive Vice President, Chief Legal Officer, Government Affairs and Corporate Secretary
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Charles F. Meintjes
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56
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Executive Vice President - Corporate Services and Chief Commercial Officer
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Paul V. Richard
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59
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Senior Vice President and Chief Human Resources Officer
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George J. Schuller Jr.
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55
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President - Australia
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Kemal Williamson
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59
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President - Americas
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Peabody Energy Corporation
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2018 Form 10-K
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9
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Peabody Energy Corporation
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2018 Form 10-K
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10
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Peabody Energy Corporation
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2018 Form 10-K
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11
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Peabody Energy Corporation
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2018 Form 10-K
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12
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Peabody Energy Corporation
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2018 Form 10-K
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13
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Peabody Energy Corporation
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2018 Form 10-K
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14
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Peabody Energy Corporation
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2018 Form 10-K
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15
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Peabody Energy Corporation
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2018 Form 10-K
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16
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Peabody Energy Corporation
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2018 Form 10-K
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17
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Peabody Energy Corporation
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2018 Form 10-K
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18
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Peabody Energy Corporation
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2018 Form 10-K
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19
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Peabody Energy Corporation
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2018 Form 10-K
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20
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Peabody Energy Corporation
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2018 Form 10-K
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21
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Peabody Energy Corporation
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2018 Form 10-K
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22
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Peabody Energy Corporation
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2018 Form 10-K
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23
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•
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the demand for electricity and capacity utilization of electricity generating units (whether coal or non-coal);
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•
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changes in the fuel consumption and dispatch patterns of electric power generators;
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•
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the proximity, capacity and cost of transportation and terminal facilities;
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•
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the relative price of natural gas and other energy sources used to generate electricity;
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•
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competition with and the availability, quality and price of coal and alternative fuels, including natural gas, fuel oil, nuclear, hydroelectric, wind, biomass and solar power;
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•
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the strength of the global economy;
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•
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the global supply and production costs of thermal and metallurgical coal;
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•
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the demand for steel, which may lead to price fluctuations in the monthly and quarterly repricing of our metallurgical coal contracts;
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•
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weather patterns, severe weather and natural disasters;
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•
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governmental regulations and taxes, including tariffs or other trade restrictions as well as those establishing air emission standards for coal-fueled power plants or mandating or subsidizing increased use of electricity from renewable energy sources;
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•
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regulatory, administrative and judicial decisions, including those affecting future mining permits and leases; and
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•
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technological developments, including those related to alternative energy sources, those intended to convert coal-to-liquids or gas and those aimed at capturing, using and storing carbon dioxide.
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Peabody Energy Corporation
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2018 Form 10-K
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24
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Peabody Energy Corporation
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2018 Form 10-K
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25
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Successor
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Predecessor
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||||||||||||
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Year Ended December 31, 2018
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April 2 through December 31, 2017
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January 1 through April 1, 2017
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Year Ended December 31, 2016
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(Dollars and tons in millions)
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Adjusted EBITDA
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$
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110
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$
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77
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$
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27
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$
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79
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Depreciation, depletion and amortization and asset retirement obligation expense
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$
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120
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$
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60
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$
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19
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$
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26
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Tons of coal sold
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6.6
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4.8
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1.5
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5.8
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Peabody Energy Corporation
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2018 Form 10-K
|
26
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•
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elevated gas levels;
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•
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fires and explosions, including from methane gas or coal dust;
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•
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accidental mine water discharges;
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•
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weather, flooding and natural disasters;
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•
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hazardous events such as roof falls and high wall or tailings dam failures;
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•
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key equipment failures;
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•
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variations in coal seam thickness, coal quality, the amount of rock and soil overlying coal deposits, and geologic conditions impacting mine sequencing;
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•
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unexpected maintenance problems; and
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•
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unforeseen delays in implementation of mining technologies that are new to our operations.
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Peabody Energy Corporation
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2018 Form 10-K
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27
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Peabody Energy Corporation
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2018 Form 10-K
|
28
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•
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lack of availability, higher expense or unfavorable market terms of new surety bonds; and
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•
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inability to provide or fund collateral for current and future third-party surety bond issuers.
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Peabody Energy Corporation
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2018 Form 10-K
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29
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•
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workplace health and safety;
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•
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limitations on land use;
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•
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mine permitting and licensing requirements;
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•
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reclamation and restoration of mining properties after mining is completed;
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•
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the storage, treatment and disposal of wastes;
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•
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remediation of contaminated soil, sediment and groundwater;
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•
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air quality standards;
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•
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water pollution;
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•
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protection of human health, plant-life and wildlife, including endangered or threatened species and habitats;
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•
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protection of wetlands;
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•
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the discharge of materials into the environment; and
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•
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the effects of mining on surface water and groundwater quality and availability.
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Peabody Energy Corporation
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2018 Form 10-K
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30
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Peabody Energy Corporation
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2018 Form 10-K
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31
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•
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geologic and mining conditions, which may not be fully identified by available exploration data and may differ from our experience in areas we currently mine;
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•
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current and future market prices for coal, contractual arrangements, operating costs and capital expenditures;
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•
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severance and excise taxes, royalties and development and reclamation costs;
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•
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current and future market prices for coal, contractual arrangements, operating costs and capital expenditures;
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•
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demand for coal;
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•
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future mining technology improvements;
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•
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the effects of regulation by governmental agencies;
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•
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the ability to obtain, maintain and renew all required permits;
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•
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employee health and safety; and
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•
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historical production from the area compared with production from other producing areas.
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Peabody Energy Corporation
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2018 Form 10-K
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32
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Peabody Energy Corporation
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2018 Form 10-K
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33
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Peabody Energy Corporation
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2018 Form 10-K
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34
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•
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making it more difficult for us to pay interest and satisfy our debt obligations;
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•
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increasing the cost of borrowing;
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•
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increasing our vulnerability to general adverse economic and industry conditions;
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•
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requiring the dedication of a substantial portion of our cash flow from operations to the payment of principal and interest on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, business development or other general corporate requirements;
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•
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limiting our ability to obtain additional financing to fund future working capital, capital expenditures, business development or other general corporate requirements;
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•
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making it more difficult to obtain surety bonds, letters of credit, bank guarantees or other financing, particularly during periods in which credit markets are weak;
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•
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limiting our flexibility in planning for, or reacting to, changes in our business and in the coal industry;
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•
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causing a decline in our credit ratings; and
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•
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placing us at a competitive disadvantage compared to less leveraged competitors.
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Peabody Energy Corporation
|
2018 Form 10-K
|
35
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•
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incur additional indebtedness;
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•
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pay dividends on or make distributions in respect of stock or make certain other restricted payments or investments;
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•
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enter into agreements that restrict distributions from certain subsidiaries;
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•
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sell or otherwise dispose of assets;
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•
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incur capital expenditures beyond a specified amount;
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•
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enter into transactions with affiliates;
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•
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create or incur liens;
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•
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merge, consolidate or sell all or substantially all of our assets; and
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•
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place restrictions on the ability of subsidiaries to pay dividends or make other payments to us.
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Peabody Energy Corporation
|
2018 Form 10-K
|
36
|
•
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actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry;
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•
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industry cycles and trends;
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•
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mergers and strategic alliances in the coal industry;
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•
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changes in government regulation;
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•
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potential or actual military conflicts or acts of terrorism;
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•
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the failure of securities analysts to publish research about us or to accurately predict the results we actually achieve;
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•
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changes in accounting principles;
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•
|
announcements concerning us or our competitors;
|
•
|
lack of trading liquidity; and
|
•
|
the general state of the securities market.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
37
|
Peabody Energy Corporation
|
2018 Form 10-K
|
38
|
Peabody Energy Corporation
|
2018 Form 10-K
|
39
|
|
|
|
|
Proven and Probable
Reserves as of
December 31, 2018
(1)
|
|||||||
|
|
|
|
Owned
Tons
|
|
Leased
Tons
|
|
Total
Tons
|
|||
Mining Segment
|
|
Locations
|
|
|
|
||||||
|
|
|
|
(Tons in millions)
|
|||||||
Powder River Basin Mining
|
|
Wyoming
|
|
—
|
|
|
2,421
|
|
|
2,421
|
|
Midwestern U.S. Mining
|
|
Illinois, Indiana and Kentucky
|
|
1,382
|
|
|
273
|
|
|
1,655
|
|
Western U.S. Mining
|
|
Arizona, New Mexico and Colorado
|
|
154
|
|
|
91
|
|
|
245
|
|
Seaborne Metallurgical Mining
|
|
Queensland, New South Wales
and Alabama
|
|
—
|
|
|
304
|
|
|
304
|
|
Seaborne Thermal Mining
|
|
New South Wales
|
|
—
|
|
|
266
|
|
|
266
|
|
Total Proven and Probable Coal Reserves
|
|
1,536
|
|
|
3,355
|
|
|
4,891
|
|
||
|
|
|
|
|
|
|
|
|
|||
Total United States
|
|
1,536
|
|
|
2,840
|
|
|
4,376
|
|
||
Total Australia
|
|
—
|
|
|
515
|
|
|
515
|
|
||
Total Proven and Probable Coal Reserves
|
|
1,536
|
|
|
3,355
|
|
|
4,891
|
|
(1)
|
Estimated proven and probable coal reserves have been adjusted to account for estimated process dilutions and losses during mining and processing involved in producing a saleable coal product.
|
•
|
Proven (Measured) Reserves
— Reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.
|
•
|
Probable (Indicated) Reserves
— Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
40
|
Peabody Energy Corporation
|
2018 Form 10-K
|
41
|
•
|
Geological settings
. The geological characteristics of each mine are among the most important factors that determine the mining cost. Our geology department conducts the exploration program and provides geological models for the LOM process. Coal seam depth, thickness, dipping angle, partings and quality constrain the available mining methods and size of operations. Shallow coal is typically mined by surface mining methods by which the primary cost is overburden removal. Deep coal is typically mined by underground mining methods where the primary costs include coal extraction, conveyance and roof control.
|
•
|
Scale of operations and the equipment sizes
. For surface mines, our dragline systems generally have a lower unit cost than truck-and-shovel systems for overburden removal. The longwall operations generally are more cost effective than room-and-pillar operations for underground mines.
|
•
|
Commodity prices
. For surface mines, the costs of diesel fuel and explosives are major components of the total mining cost. For underground mines, the steel used for roof bolts represents a significant cost. Forecasted commodity prices are used to project those costs in the financial models we use to establish our reserves.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
42
|
•
|
Target product quality
. By targeting a premium quality product, our mining and processing processes may experience more coal losses. By lowering product quality the coal losses can be minimized and therefore a lower cost per ton can be achieved. In our mine plans, the product qualities are estimated to correspond to existing contracts and forecasted market demands.
|
•
|
Transportation costs
. Transportation costs vary by region. Most of our U.S. thermal operations sell coal at mine loadouts. Therefore, no transportation expenses are included in our U.S. thermal cost estimates. Our seaborne operations typically sell coal at designated ports. The estimated costs for our seaborne operations include rail and barge transportation and related fees at ports.
|
•
|
Royalty costs
. Our royalty costs are based upon contractual agreements for the coal leased from governments or private owners. The royalty rates for coal leased from governments differ by country and, in some cases, by mining method. Estimated add-on taxes and other sales-related costs are determined according to government regulations or historical costs.
|
•
|
Exchange rates
. Costs related to our Australian production are predominantly denominated in Australian dollars, while the Australian coal that we export is sold in U.S. dollars. As a result, Australian/U.S. dollar exchange rates impact the U.S. dollar cost of Australian production.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
43
|
SUMMARY OF COAL PRODUCTION AND SULFUR CONTENT OF ASSIGNED RESERVES
|
|||||||||||||||||||||||
(Tons in millions)
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
Sulfur Content of Assigned Reserves as of December 31, 2018
(1)
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
<1.2 lbs.
|
|
>1.2 to 2.5 lbs.
|
|
>2.5 lbs.
|
|
As
|
|||||||
|
|
Production
|
|
|
|
Sulfur
|
|
Sulfur
|
|
Sulfur
|
|
Received
|
|||||||||||
|
|
Year Ended December 31,
|
|
Type of
|
|
Dioxide per
|
|
Dioxide per
|
|
Dioxide per
|
|
Btu per
|
|||||||||||
Segment/Mining Complex
|
|
2018
|
|
2017
|
|
2016
|
|
Coal
|
|
Million Btu
|
|
Million Btu
|
|
Million Btu
|
|
pound
(2)
|
|||||||
Powder River Basin Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
North Antelope Rochelle
|
|
98.3
|
|
|
101.6
|
|
|
92.9
|
|
|
T
|
|
1,698
|
|
|
—
|
|
|
—
|
|
|
8,800
|
|
Caballo
|
|
11.3
|
|
|
11.1
|
|
|
11.2
|
|
|
T
|
|
453
|
|
|
6
|
|
|
6
|
|
|
8,400
|
|
Rawhide
|
|
9.5
|
|
|
10.4
|
|
|
8.1
|
|
|
T
|
|
209
|
|
|
49
|
|
|
—
|
|
|
8,300
|
|
Total
|
|
119.1
|
|
|
123.1
|
|
|
112.2
|
|
|
|
|
2,360
|
|
|
55
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Midwestern U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Bear Run
|
|
6.9
|
|
|
7.3
|
|
|
7.3
|
|
|
T
|
|
4
|
|
|
27
|
|
|
207
|
|
|
10,900
|
|
Gateway North
|
|
3.1
|
|
|
2.5
|
|
|
1.8
|
|
|
T
|
|
—
|
|
|
—
|
|
|
56
|
|
|
10,900
|
|
Wild Boar
|
|
2.7
|
|
|
2.7
|
|
|
2.6
|
|
|
T
|
|
—
|
|
|
—
|
|
|
35
|
|
|
11,100
|
|
Francisco Underground
|
|
2.2
|
|
|
2.2
|
|
|
2.1
|
|
|
T
|
|
—
|
|
|
—
|
|
|
15
|
|
|
11,500
|
|
Somerville Central
|
|
2.0
|
|
|
2.2
|
|
|
2.3
|
|
|
T
|
|
—
|
|
|
—
|
|
|
8
|
|
|
11,200
|
|
Wildcat Hills Underground
|
|
1.3
|
|
|
1.5
|
|
|
1.5
|
|
|
T
|
|
—
|
|
|
—
|
|
|
38
|
|
|
12,100
|
|
Cottage Grove
|
|
0.4
|
|
|
0.3
|
|
|
0.2
|
|
|
T
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,100
|
|
Total
|
|
18.6
|
|
|
18.7
|
|
|
17.8
|
|
|
|
|
4
|
|
|
27
|
|
|
359
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Western U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Kayenta
(3)
|
|
6.5
|
|
|
6.2
|
|
|
5.4
|
|
|
T
|
|
4
|
|
|
—
|
|
|
—
|
|
|
10,600
|
|
El Segundo
|
|
5.5
|
|
|
4.9
|
|
|
4.9
|
|
|
T
|
|
11
|
|
|
29
|
|
|
34
|
|
|
9,000
|
|
Twentymile
|
|
3.1
|
|
|
3.8
|
|
|
2.0
|
|
|
T
|
|
28
|
|
|
—
|
|
|
—
|
|
|
11,200
|
|
Lee Ranch
|
|
—
|
|
|
—
|
|
|
—
|
|
|
T
|
|
14
|
|
|
66
|
|
|
9
|
|
|
9,300
|
|
Total
|
|
15.1
|
|
|
14.9
|
|
|
12.3
|
|
|
|
|
57
|
|
|
95
|
|
|
43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Seaborne Metallurgical Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Coppabella
|
|
2.7
|
|
|
2.8
|
|
|
2.4
|
|
|
P
|
|
24
|
|
|
—
|
|
|
—
|
|
|
12,600
|
|
Moorvale
|
|
2.1
|
|
|
1.8
|
|
|
1.9
|
|
|
P/T
|
|
16
|
|
|
—
|
|
|
—
|
|
|
12,500
|
|
Millennium
|
|
1.9
|
|
|
3.3
|
|
|
3.5
|
|
|
M/P
|
|
1
|
|
|
—
|
|
|
—
|
|
|
12,600
|
|
Metropolitan
|
|
1.7
|
|
|
1.0
|
|
|
1.9
|
|
|
M/P/T
|
|
21
|
|
|
—
|
|
|
—
|
|
|
12,600
|
|
North Goonyella
|
|
1.4
|
|
|
3.4
|
|
|
1.3
|
|
|
M
|
|
70
|
|
|
—
|
|
|
—
|
|
|
12,700
|
|
Shoal Creek
(4)
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
M
|
|
55
|
|
|
—
|
|
|
—
|
|
|
12,700
|
|
Burton
(5)
(Operations ceased in 2016)
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
M/T
|
|
—
|
|
|
—
|
|
|
—
|
|
|
NA
|
|
Middlemount
(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
M/P
|
|
23
|
|
|
—
|
|
|
—
|
|
|
12,400
|
|
Total
|
|
10.0
|
|
|
12.3
|
|
|
12.5
|
|
|
|
|
210
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Seaborne Thermal Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Wilpinjong
|
|
14.1
|
|
|
13.4
|
|
|
14.0
|
|
|
T
|
|
114
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
Wambo
(7)
|
|
5.2
|
|
|
5.9
|
|
|
6.8
|
|
|
T/M
|
|
152
|
|
|
—
|
|
|
—
|
|
|
11,300
|
|
Total
|
|
19.3
|
|
|
19.3
|
|
|
20.8
|
|
|
|
|
266
|
|
|
—
|
|
|
—
|
|
|
|
|
Total Assigned
|
|
182.1
|
|
|
188.3
|
|
|
175.6
|
|
|
|
|
2,897
|
|
|
177
|
|
|
408
|
|
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
44
|
ASSIGNED RESERVES
(8)
|
|
|
|
|
||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
|
|
Attributable Ownership
|
|
100% Project Basis
|
|
Modifying Factors
(9)
|
||||||||||||||||||||||||||||||
(Tons in millions)
|
|
|
|
Proven and Probable Reserves
|
|
|
|
|
|
|
|
|
|
Proven and Probable Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment/Mining Complex
|
|
Interest
|
|
|
Owned
|
|
Leased
|
|
Surface
|
|
Underground
|
|
|
Owned
|
|
Leased
|
|
Surface
|
|
Underground
|
|
ROM Factor
|
|
Yield
|
||||||||||||||
Powder River Basin Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North Antelope Rochelle
|
|
100%
|
|
1,698
|
|
|
—
|
|
|
1,698
|
|
|
1,698
|
|
|
—
|
|
|
1,698
|
|
|
—
|
|
|
1,698
|
|
|
1,698
|
|
|
—
|
|
|
92
|
%
|
|
100
|
%
|
Caballo
|
|
100%
|
|
465
|
|
|
—
|
|
|
465
|
|
|
465
|
|
|
—
|
|
|
465
|
|
|
—
|
|
|
465
|
|
|
465
|
|
|
—
|
|
|
90
|
%
|
|
100
|
%
|
Rawhide
|
|
100%
|
|
258
|
|
|
—
|
|
|
258
|
|
|
258
|
|
|
—
|
|
|
258
|
|
|
—
|
|
|
258
|
|
|
258
|
|
|
—
|
|
|
93
|
%
|
|
100
|
%
|
Total
|
|
|
|
2,421
|
|
|
—
|
|
|
2,421
|
|
|
2,421
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Midwestern U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Bear Run
|
|
100%
|
|
238
|
|
|
105
|
|
|
133
|
|
|
238
|
|
|
—
|
|
|
238
|
|
|
105
|
|
|
133
|
|
|
238
|
|
|
—
|
|
|
106
|
%
|
|
73
|
%
|
Gateway North
|
|
100%
|
|
56
|
|
|
54
|
|
|
2
|
|
|
—
|
|
|
56
|
|
|
56
|
|
|
54
|
|
|
2
|
|
|
—
|
|
|
56
|
|
|
72
|
%
|
|
62
|
%
|
Wild Boar
|
|
100%
|
|
35
|
|
|
15
|
|
|
20
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|
15
|
|
|
20
|
|
|
35
|
|
|
—
|
|
|
103
|
%
|
|
81
|
%
|
Francisco Underground
|
|
100%
|
|
15
|
|
|
3
|
|
|
12
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|
3
|
|
|
12
|
|
|
—
|
|
|
15
|
|
|
70
|
%
|
|
65
|
%
|
Somerville Central
|
|
100%
|
|
8
|
|
|
7
|
|
|
1
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|
7
|
|
|
1
|
|
|
8
|
|
|
—
|
|
|
107
|
%
|
|
72
|
%
|
Wildcat Hills Underground
|
|
100%
|
|
38
|
|
|
10
|
|
|
28
|
|
|
—
|
|
|
38
|
|
|
38
|
|
|
10
|
|
|
28
|
|
|
—
|
|
|
38
|
|
|
74
|
%
|
|
58
|
%
|
Cottage Grove
|
|
100%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102
|
%
|
|
81
|
%
|
Total
|
|
|
|
390
|
|
|
194
|
|
|
196
|
|
|
281
|
|
|
109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Western U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Kayenta
(3)
|
|
100%
|
|
4
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
88
|
%
|
|
100
|
%
|
El Segundo
|
|
100%
|
|
74
|
|
|
61
|
|
|
13
|
|
|
74
|
|
|
—
|
|
|
74
|
|
|
61
|
|
|
13
|
|
|
74
|
|
|
—
|
|
|
87
|
%
|
|
100
|
%
|
Twentymile
|
|
100%
|
|
28
|
|
|
6
|
|
|
22
|
|
|
—
|
|
|
28
|
|
|
28
|
|
|
6
|
|
|
22
|
|
|
—
|
|
|
28
|
|
|
99
|
%
|
|
68
|
%
|
Lee Ranch
|
|
100%
|
|
89
|
|
|
86
|
|
|
3
|
|
|
89
|
|
|
—
|
|
|
89
|
|
|
86
|
|
|
3
|
|
|
89
|
|
|
—
|
|
|
87
|
%
|
|
100
|
%
|
Total
|
|
|
|
195
|
|
|
153
|
|
|
42
|
|
|
167
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Seaborne Metallurgical Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Coppabella
|
|
73.3%
|
|
24
|
|
|
—
|
|
|
24
|
|
|
24
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
|
33
|
|
|
—
|
|
|
88
|
%
|
|
79
|
%
|
Moorvale
|
|
73.3%
|
|
16
|
|
|
—
|
|
|
16
|
|
|
16
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
|
22
|
|
|
—
|
|
|
108
|
%
|
|
77
|
%
|
Millennium
|
|
100%
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
95
|
%
|
|
85
|
%
|
Metropolitan
|
|
100%
|
|
21
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|
118
|
%
|
|
78
|
%
|
North Goonyella
|
|
100%
|
|
70
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
70
|
|
|
70
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
70
|
|
|
65
|
%
|
|
75
|
%
|
Shoal Creek
(4)
|
|
100%
|
|
55
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|
102
|
%
|
|
57
|
%
|
Middlemount
(6)
|
|
50.0%
|
|
23
|
|
|
—
|
|
|
23
|
|
|
23
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
46
|
|
|
46
|
|
|
—
|
|
|
85
|
%
|
|
77
|
%
|
Total
|
|
|
|
210
|
|
|
—
|
|
|
210
|
|
|
64
|
|
|
146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Seaborne Thermal Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Wilpinjong
|
|
100%
|
|
114
|
|
|
—
|
|
|
114
|
|
|
114
|
|
|
—
|
|
|
114
|
|
|
—
|
|
|
114
|
|
|
114
|
|
|
—
|
|
|
104
|
%
|
|
88
|
%
|
Wambo
(7)
|
|
100%
|
|
152
|
|
|
—
|
|
|
152
|
|
|
39
|
|
|
113
|
|
|
152
|
|
|
—
|
|
|
152
|
|
|
39
|
|
|
113
|
|
|
99
|
%
|
|
73
|
%
|
Total
|
|
|
|
266
|
|
|
—
|
|
|
266
|
|
|
153
|
|
|
113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Assigned
|
|
|
|
3,482
|
|
|
347
|
|
|
3,135
|
|
|
3,086
|
|
|
396
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
45
|
ASSIGNED AND UNASSIGNED PROVEN AND PROBABLE COAL RESERVES
(8)
|
||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018
|
||||||||||||||||||||||||||||||
(Tons in millions)
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Attributable Ownership
|
|
100% Project Basis
|
||||||||||||||||||||||||||
|
|
|
|
|
|
Proven and
|
|
|
|
|
|
|
|
|
|
Proven and
|
|
|
|
|
||||||||||
|
|
Total Tons
|
|
Probable
|
|
|
|
|
|
Total Tons
|
|
Probable
|
|
|
|
|
||||||||||||||
Coal Seam Location
|
|
Assigned
|
|
Unassigned
|
|
Reserves
|
|
Proven
|
|
Probable
|
|
Assigned
|
|
Unassigned
|
|
Reserves
|
|
Proven
|
|
Probable
|
||||||||||
Powder River Basin Mining (Wyoming)
|
|
2,421
|
|
|
—
|
|
|
2,421
|
|
|
2,297
|
|
|
124
|
|
|
2,421
|
|
|
—
|
|
|
2,421
|
|
|
2,297
|
|
|
124
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Midwestern U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Illinois
|
|
94
|
|
|
1,158
|
|
|
1,252
|
|
|
536
|
|
|
716
|
|
|
94
|
|
|
1,158
|
|
|
1,252
|
|
|
536
|
|
|
716
|
|
Indiana
|
|
296
|
|
|
8
|
|
|
304
|
|
|
226
|
|
|
78
|
|
|
296
|
|
|
8
|
|
|
304
|
|
|
226
|
|
|
78
|
|
Kentucky
(10)
|
|
—
|
|
|
99
|
|
|
99
|
|
|
45
|
|
|
54
|
|
|
—
|
|
|
99
|
|
|
99
|
|
|
45
|
|
|
54
|
|
Total
|
|
390
|
|
|
1,265
|
|
|
1,655
|
|
|
807
|
|
|
848
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Western U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Arizona
(3)
|
|
4
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
New Mexico
|
|
163
|
|
|
—
|
|
|
163
|
|
|
163
|
|
|
—
|
|
|
163
|
|
|
—
|
|
|
163
|
|
|
163
|
|
|
—
|
|
Colorado
|
|
28
|
|
|
50
|
|
|
78
|
|
|
61
|
|
|
17
|
|
|
28
|
|
|
50
|
|
|
78
|
|
|
61
|
|
|
17
|
|
Total
|
|
195
|
|
|
50
|
|
|
245
|
|
|
228
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Seaborne Metallurgical Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Alabama
|
|
55
|
|
|
—
|
|
|
55
|
|
|
54
|
|
|
1
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|
54
|
|
|
1
|
|
New South Wales
|
|
21
|
|
|
—
|
|
|
21
|
|
|
3
|
|
|
18
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|
3
|
|
|
18
|
|
Queensland
|
|
134
|
|
|
94
|
|
|
228
|
|
|
187
|
|
|
41
|
|
|
172
|
|
|
126
|
|
|
298
|
|
|
242
|
|
|
56
|
|
Total
|
|
210
|
|
|
94
|
|
|
304
|
|
|
244
|
|
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Seaborne Thermal Mining (New South Wales)
|
|
266
|
|
|
—
|
|
|
266
|
|
|
235
|
|
|
31
|
|
|
266
|
|
|
—
|
|
|
266
|
|
|
235
|
|
|
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Proven and Probable
|
|
3,482
|
|
|
1,409
|
|
|
4,891
|
|
|
3,811
|
|
|
1,080
|
|
|
|
|
|
|
|
|
|
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
46
|
ASSIGNED AND UNASSIGNED - RESERVE CONTROL AND MINING METHOD
|
||||||||||||||||||||||||
AS OF DECEMBER 31, 2018
|
||||||||||||||||||||||||
(Tons in millions)
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Attributable Ownership
|
|
100% Project Basis
|
||||||||||||||||||||
|
|
Reserve Control
|
|
Mining Method
|
|
Reserve Control
|
|
Mining Method
|
||||||||||||||||
Coal Seam Location
|
|
Owned
|
|
Leased
|
|
Surface
|
|
Underground
|
|
Owned
|
|
Leased
|
|
Surface
|
|
Underground
|
||||||||
Powder River Basin Mining (Wyoming)
|
|
—
|
|
|
2,421
|
|
|
2,421
|
|
|
—
|
|
|
—
|
|
|
2,421
|
|
|
2,421
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Midwestern U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Illinois
|
|
1,212
|
|
|
40
|
|
|
—
|
|
|
1,252
|
|
|
1,212
|
|
|
40
|
|
|
—
|
|
|
1,252
|
|
Indiana
|
|
135
|
|
|
169
|
|
|
289
|
|
|
15
|
|
|
135
|
|
|
169
|
|
|
289
|
|
|
15
|
|
Kentucky
(10)
|
|
35
|
|
|
64
|
|
|
—
|
|
|
99
|
|
|
35
|
|
|
64
|
|
|
—
|
|
|
99
|
|
Total
|
|
1,382
|
|
|
273
|
|
|
289
|
|
|
1,366
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Western U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Arizona
(3)
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
New Mexico
|
|
147
|
|
|
16
|
|
|
163
|
|
|
—
|
|
|
147
|
|
|
16
|
|
|
163
|
|
|
—
|
|
Colorado
|
|
7
|
|
|
71
|
|
|
—
|
|
|
78
|
|
|
7
|
|
|
71
|
|
|
—
|
|
|
78
|
|
Total
|
|
154
|
|
|
91
|
|
|
167
|
|
|
78
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Seaborne Metallurgical Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Alabama
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
New South Wales
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
Queensland
|
|
—
|
|
|
228
|
|
|
75
|
|
|
153
|
|
|
—
|
|
|
298
|
|
|
117
|
|
|
181
|
|
Total
|
|
—
|
|
|
304
|
|
|
75
|
|
|
229
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Seaborne Thermal Mining (New South Wales)
|
|
—
|
|
|
266
|
|
|
153
|
|
|
113
|
|
|
—
|
|
|
266
|
|
|
153
|
|
|
113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Proven and Probable
|
|
1,536
|
|
|
3,355
|
|
|
3,105
|
|
|
1,786
|
|
|
|
|
|
|
|
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
47
|
ASSIGNED AND UNASSIGNED PROVEN AND PROBABLE COAL RESERVES - SULFUR CONTENT
|
|||||||||||||||||||||||
AS OF DECEMBER 31, 2018
|
|||||||||||||||||||||||
(Tons in millions)
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
Attributable Ownership
|
|
100% Project Basis
|
|
|
|||||||||||||||
|
|
|
|
Sulfur Content
(1)
|
|
Sulfur Content
(1)
|
|
|
|||||||||||||||
|
|
|
|
<1.2 lbs.
|
|
>1.2 to 2.5 lbs.
|
|
>2.5 lbs.
|
|
<1.2 lbs.
|
|
>1.2 to 2.5 lbs.
|
|
>2.5 lbs.
|
|
As
|
|||||||
|
|
|
|
Sulfur Dioxide
|
|
Sulfur Dioxide
|
|
Sulfur Dioxide
|
|
Sulfur Dioxide
|
|
Sulfur Dioxide
|
|
Sulfur Dioxide
|
|
Received
|
|||||||
|
|
Type of
|
|
per
|
|
per
|
|
per
|
|
per
|
|
per
|
|
per
|
|
Btu
|
|||||||
Coal Seam Location
|
|
Coal
|
|
Million Btu
|
|
Million Btu
|
|
Million Btu
|
|
Million Btu
|
|
Million Btu
|
|
Million Btu
|
|
per Pound
(2)
|
|||||||
Powder River Basin Mining (Wyoming)
|
|
T
|
|
2,360
|
|
|
55
|
|
|
6
|
|
|
2,360
|
|
|
55
|
|
|
6
|
|
|
8,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Midwestern U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Illinois
|
|
T
|
|
—
|
|
|
—
|
|
|
1,252
|
|
|
—
|
|
|
—
|
|
|
1,252
|
|
|
10,800
|
|
Indiana
|
|
T
|
|
4
|
|
|
27
|
|
|
273
|
|
|
4
|
|
|
27
|
|
|
273
|
|
|
11,000
|
|
Kentucky
(10)
|
|
T
|
|
—
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|
12,000
|
|
Total
|
|
|
|
4
|
|
|
27
|
|
|
1,624
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Western U.S. Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Arizona
(3)
|
|
T
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
10,600
|
|
New Mexico
|
|
T
|
|
25
|
|
|
95
|
|
|
43
|
|
|
25
|
|
|
95
|
|
|
43
|
|
|
9,200
|
|
Colorado
|
|
T
|
|
78
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
11,200
|
|
Total
|
|
|
|
107
|
|
|
95
|
|
|
43
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Seaborne Metallurgical Mining:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Alabama
|
|
M
|
|
55
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
12,700
|
|
New South Wales
|
|
M/P/T
|
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
12,600
|
|
Queensland
|
|
M/P/T
|
|
228
|
|
|
—
|
|
|
—
|
|
|
298
|
|
|
—
|
|
|
—
|
|
|
12,400
|
|
Total
|
|
|
|
304
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Seaborne Thermal Mining (New South Wales)
|
|
T/M
|
|
266
|
|
|
—
|
|
|
—
|
|
|
266
|
|
|
—
|
|
|
—
|
|
|
10,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Proven and Probable
|
|
|
|
3,041
|
|
|
177
|
|
|
1,673
|
|
|
|
|
|
|
|
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
48
|
(1)
|
Compliance coal is defined by Phase II of the CAA as coal having sulfur dioxide content of 1.2 pounds or less per million Btu. Non-compliance coal is defined as coal having sulfur dioxide content in excess of this standard. Electricity generators are able to use coal that exceeds these specifications by using emissions reduction technology, using emission allowance credits or blending higher sulfur coal with lower sulfur coal.
|
(2)
|
As-received Btu per pound includes the weight of moisture in the coal on an as sold basis. The range of variability of the moisture content in coal across a given region may affect the actual shipped Btu content of current production from assigned reserves.
|
(3)
|
The NGS is exclusively served by our Kayenta Mine, included in our Western U.S. Mining operations, that has no other customers. Given the mine’s location, it is currently unable to economically market its coal to other utility customers. This mine has a contract to supply coal to NGS through December 2019. NGS is owned by several private companies and one governmental entity. The owners of the customer have stated that they do not currently intend to operate the plant beyond December 2019. See Item 1A. “Risk Factors” for additional information.
|
(4)
|
On December 3, 2018, Peabody completed the acquisition of the Shoal Creek Mine from Drummond Company, Inc. The Shoal Creek Mine produced 0.2 million tons from December 4 to December 31, 2018 and 2.7 million tons for the entire year of 2018.
|
(5)
|
On November 27, 2017, Peabody completed the sale of the majority of its Burton Mine and related infrastructure to the Lenton Joint Venture.
|
(6)
|
Represents our 50% interest in Middlemount, which owns the Middlemount Mine in Queensland, Australia. Because that entity is accounted for as an unconsolidated equity affiliate, 2018, 2017 and 2016 tons produced by Middlemount have been excluded from the “Summary of Coal Production and Sulfur Content of Assigned Reserves” table. Middlemount produced 4.2 million tons, 4.3 million tons, and 4.5 million tons of coal in 2018, 2017 and 2016, respectively (on a 100% basis).
|
(7)
|
Includes the Wambo Open-Cut Mine and the Wambo Underground Mine areas.
|
(8)
|
Assigned reserves represent recoverable coal reserves that are controlled and accessible at active operations as of
December 31, 2018
. Unassigned reserves represent coal at currently non-producing locations that would require significant new mine development, mining equipment or plant facilities before operations could begin on the property.
|
(9)
|
The modifying factors reflect the assumptions which are utilized to convert coal quantities and qualities as in ground to run of mine (ROM) coal after mining, and eventually to saleable product coal after processing. Coal reserves are reported as an estimation of the final saleable quantity, which takes into account any losses and dilutions during mining and processing. We generally keep track of coal reserves through in place coal, ROM coal and product coal. In place coal for U.S. underground reserves excludes planned barrier pillars, but includes regular pillars from projected underground extractions. In place coal for Australian underground reserves is exclusive of all planned pillars. The difference is due to historic practice and software used by each country. The ROM factor represents the estimated ROM coal in relation to the coal in place with considerations of coal losses, dilutions and remaining pillars during mining processes. The yield is the ratio of estimated saleable product coal over ROM coal tons with mainly processing loss considered.
|
(10)
|
All coal reserves in Kentucky are leased to third parties.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
49
|
Peabody Energy Corporation
|
2018 Form 10-K
|
50
|
Period
|
|
Total Number of Shares
Purchased
(1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
Maximum Dollar Value of Shares that May Yet Be Used to Repurchase Shares Under the Publicly Announced Program (In millions)
|
||||||
October 1 through October 31, 2018
|
|
36
|
|
|
$
|
35.00
|
|
|
—
|
|
|
$
|
625.1
|
|
November 1 through November 30, 2018
|
|
2,218,458
|
|
|
33.58
|
|
|
2,218,422
|
|
|
548.3
|
|
||
December 1 through December 31, 2018
|
|
1,936,767
|
|
|
31.31
|
|
|
1,935,663
|
|
|
490.1
|
|
||
Total
|
|
4,155,261
|
|
|
32.52
|
|
|
4,154,085
|
|
|
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
51
|
|
Successor
|
Predecessor
|
||||||||||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
Year Ended December 31,
|
|||||||||||||||||
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
(In millions, except per share data)
|
|||||||||||||||||||||
Results of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
5,581.8
|
|
|
$
|
4,252.6
|
|
$
|
1,326.2
|
|
|
$
|
4,715.3
|
|
|
$
|
5,609.2
|
|
|
$
|
6,792.2
|
|
Costs and expenses
|
4,920.2
|
|
|
3,588.8
|
|
1,113.7
|
|
|
4,935.1
|
|
|
6,995.0
|
|
|
6,844.9
|
|
||||||
Operating profit (loss)
|
661.6
|
|
|
663.8
|
|
212.5
|
|
|
(219.8
|
)
|
|
(1,385.8
|
)
|
|
(52.7
|
)
|
||||||
Interest expense, net
|
117.7
|
|
|
135.0
|
|
30.2
|
|
|
322.4
|
|
|
525.5
|
|
|
412.8
|
|
||||||
Net periodic benefit costs, excluding service cost
|
18.1
|
|
|
21.9
|
|
14.4
|
|
|
57.1
|
|
|
79.0
|
|
|
82.4
|
|
||||||
Net mark-to-market adjustment on actuarially determined liabilities
|
(125.5
|
)
|
|
(45.2
|
)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Reorganization items, net
|
(12.8
|
)
|
|
—
|
|
627.2
|
|
|
159.0
|
|
|
—
|
|
|
—
|
|
||||||
Income (loss) from continuing operations before income taxes
|
664.1
|
|
|
552.1
|
|
(459.3
|
)
|
|
(758.3
|
)
|
|
(1,990.3
|
)
|
|
(547.9
|
)
|
||||||
Income tax provision (benefit)
|
18.4
|
|
|
(161.0
|
)
|
(263.8
|
)
|
|
(94.5
|
)
|
|
(207.1
|
)
|
|
147.4
|
|
||||||
Income (loss) from continuing operations, net of income taxes
|
645.7
|
|
|
713.1
|
|
(195.5
|
)
|
|
(663.8
|
)
|
|
(1,783.2
|
)
|
|
(695.3
|
)
|
||||||
Income (loss) from discontinued operations, net of income taxes
|
18.1
|
|
|
(19.8
|
)
|
(16.2
|
)
|
|
(57.6
|
)
|
|
(175.0
|
)
|
|
(28.2
|
)
|
||||||
Net income (loss)
|
663.8
|
|
|
693.3
|
|
(211.7
|
)
|
|
(721.4
|
)
|
|
(1,958.2
|
)
|
|
(723.5
|
)
|
||||||
Less: Series A Convertible Preferred Stock dividends
|
102.5
|
|
|
179.5
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
16.9
|
|
|
15.2
|
|
4.8
|
|
|
7.9
|
|
|
7.1
|
|
|
9.7
|
|
||||||
Net income (loss) attributable to common stockholders
|
$
|
544.4
|
|
|
$
|
498.6
|
|
$
|
(216.5
|
)
|
|
$
|
(729.3
|
)
|
|
$
|
(1,965.3
|
)
|
|
$
|
(733.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic EPS - Income (loss) from continuing operations
|
$
|
4.35
|
|
|
$
|
3.85
|
|
$
|
(10.93
|
)
|
|
$
|
(36.72
|
)
|
|
$
|
(98.65
|
)
|
|
$
|
(39.51
|
)
|
Diluted EPS - Income (loss) from continuing operations
|
$
|
4.28
|
|
|
$
|
3.81
|
|
$
|
(10.93
|
)
|
|
$
|
(36.72
|
)
|
|
$
|
(98.65
|
)
|
|
$
|
(39.51
|
)
|
Weighted average shares used in calculating basic EPS
|
119.3
|
|
|
101.1
|
|
18.3
|
|
|
18.3
|
|
|
18.1
|
|
|
17.9
|
|
||||||
Weighted average shares used in calculating diluted EPS
|
121.0
|
|
|
102.5
|
|
18.3
|
|
|
18.3
|
|
|
18.1
|
|
|
17.9
|
|
||||||
Dividends declared per share
|
$
|
0.485
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.075
|
|
|
$
|
5.100
|
|
Other Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tons produced
|
182.1
|
|
|
142.7
|
|
45.6
|
|
|
175.6
|
|
|
208.7
|
|
|
227.2
|
|
||||||
Tons sold
|
186.7
|
|
|
145.4
|
|
46.1
|
|
|
186.8
|
|
|
228.8
|
|
|
249.8
|
|
||||||
Net cash provided by (used in) continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating activities
|
$
|
1,516.9
|
|
|
$
|
832.2
|
|
$
|
(804.8
|
)
|
|
$
|
33.6
|
|
|
$
|
69.7
|
|
|
$
|
389.5
|
|
Investing activities
|
(517.3
|
)
|
|
(93.4
|
)
|
15.1
|
|
|
(244.1
|
)
|
|
(290.0
|
)
|
|
(314.5
|
)
|
||||||
Financing activities
|
(1,025.2
|
)
|
|
(745.4
|
)
|
952.3
|
|
|
907.9
|
|
|
267.7
|
|
|
(168.1
|
)
|
||||||
Adjusted EBITDA
|
1,379.3
|
|
|
1,145.3
|
|
341.3
|
|
|
532.0
|
|
|
432.4
|
|
|
806.3
|
|
||||||
Balance Sheet Data (at period end)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total assets
|
$
|
7,423.7
|
|
|
$
|
8,181.2
|
|
$
|
8,266.9
|
|
|
$
|
11,777.7
|
|
|
$
|
10,946.9
|
|
|
$
|
13,126.4
|
|
Total long-term debt (including capital leases)
|
1,367.0
|
|
|
1,460.8
|
|
1,881.4
|
|
|
7,791.4
|
|
|
6,241.2
|
|
|
5,922.1
|
|
||||||
Total stockholders’ equity
|
3,451.6
|
|
|
3,655.8
|
|
3,131.9
|
|
|
181.5
|
|
|
751.7
|
|
|
2,529.0
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
52
|
|
Successor
|
Predecessor
|
||||||||||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31,
|
||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||
|
|
|
(Dollars in millions)
|
|||||||||||||||||||
Income (loss) from continuing operations, net of income taxes
|
$
|
645.7
|
|
|
$
|
713.1
|
|
$
|
(195.5
|
)
|
|
$
|
(663.8
|
)
|
|
$
|
(1,783.2
|
)
|
|
$
|
(695.3
|
)
|
Depreciation, depletion and amortization
|
679.0
|
|
|
521.6
|
|
119.9
|
|
|
465.4
|
|
|
572.2
|
|
|
655.7
|
|
||||||
Asset retirement obligation expenses
|
53.0
|
|
|
41.2
|
|
14.6
|
|
|
41.8
|
|
|
45.5
|
|
|
81.0
|
|
||||||
Selling and administrative expenses related to debt restructuring
|
—
|
|
|
—
|
|
—
|
|
|
21.5
|
|
|
—
|
|
|
—
|
|
||||||
Asset impairment
|
—
|
|
|
—
|
|
30.5
|
|
|
247.9
|
|
|
1,277.8
|
|
|
154.4
|
|
||||||
Provision for North Goonyella equipment loss
|
66.4
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Changes in deferred tax asset valuation allowance and reserves and amortization of basis difference related to equity affiliates
|
(18.3
|
)
|
|
(17.3
|
)
|
(5.2
|
)
|
|
(7.5
|
)
|
|
3.9
|
|
|
58.0
|
|
||||||
Interest expense
|
149.3
|
|
|
119.7
|
|
32.9
|
|
|
298.6
|
|
|
465.4
|
|
|
426.6
|
|
||||||
Loss on early debt extinguishment
|
2.0
|
|
|
20.9
|
|
—
|
|
|
29.5
|
|
|
67.8
|
|
|
1.6
|
|
||||||
Interest income
|
(33.6
|
)
|
|
(5.6
|
)
|
(2.7
|
)
|
|
(5.7
|
)
|
|
(7.7
|
)
|
|
(15.4
|
)
|
||||||
Net mark-to-market adjustment on actuarially determined liabilities
|
(125.5
|
)
|
|
(45.2
|
)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Reorganization items, net
|
(12.8
|
)
|
|
—
|
|
627.2
|
|
|
159.0
|
|
|
—
|
|
|
—
|
|
||||||
Gain on disposal of reclamation liability
|
—
|
|
|
(31.2
|
)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Gain on disposal of Burton Mine assets
|
—
|
|
|
(52.2
|
)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Break fees related to terminated asset sales
|
—
|
|
|
(28.0
|
)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Unrealized (gains) losses on economic hedges
|
(18.3
|
)
|
|
23.0
|
|
(16.6
|
)
|
|
39.8
|
|
|
(2.2
|
)
|
|
(7.7
|
)
|
||||||
Unrealized losses on non-coal trading derivative contracts
|
0.7
|
|
|
1.5
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fresh start coal inventory revaluation
|
—
|
|
|
67.3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fresh start take-or-pay contract-based intangible recognition
|
(26.7
|
)
|
|
(22.5
|
)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Income tax provision (benefit)
|
18.4
|
|
|
(161.0
|
)
|
(263.8
|
)
|
|
(94.5
|
)
|
|
(207.1
|
)
|
|
147.4
|
|
||||||
Adjusted EBITDA
|
$
|
1,379.3
|
|
|
$
|
1,145.3
|
|
$
|
341.3
|
|
|
$
|
532.0
|
|
|
$
|
432.4
|
|
|
$
|
806.3
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
53
|
Peabody Energy Corporation
|
2018 Form 10-K
|
54
|
Peabody Energy Corporation
|
2018 Form 10-K
|
55
|
|
|
High
|
|
Low
|
|
Average
|
|
December 31, 2018
|
||||||||
Premium HCC
(1)
|
|
$
|
262.25
|
|
|
$
|
172.00
|
|
|
$
|
207.11
|
|
|
$
|
220.00
|
|
Premium PCI coal
(1)
|
|
$
|
158.75
|
|
|
$
|
118.15
|
|
|
$
|
136.22
|
|
|
$
|
121.90
|
|
Newcastle index thermal coal
(1)
|
|
$
|
119.90
|
|
|
$
|
92.00
|
|
|
$
|
107.25
|
|
|
$
|
102.05
|
|
API 5 thermal coal
(1)
|
|
$
|
86.40
|
|
|
$
|
58.50
|
|
|
$
|
72.14
|
|
|
$
|
60.20
|
|
PRB 8,800 Btu/Lb coal
(2)
|
|
$
|
13.00
|
|
|
$
|
12.25
|
|
|
$
|
12.49
|
|
|
$
|
12.45
|
|
Illinois Basin 11,500 Btu/Lb coal
(2)
|
|
$
|
48.00
|
|
|
$
|
36.55
|
|
|
$
|
41.35
|
|
|
$
|
48.00
|
|
(1)
|
Prices expressed per tonne.
|
(2)
|
Prices expressed per ton.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
56
|
|
Successor
|
Predecessor
|
|
Combined
|
|
(Decrease) Increase
|
||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2017
|
|
to Volumes
|
||||||||
|
|
|
|
Tons
|
|
%
|
||||||||||
|
(Tons in millions)
|
|
|
|||||||||||||
Powder River Basin Mining
|
120.3
|
|
|
94.0
|
|
31.0
|
|
|
125.0
|
|
|
(4.7
|
)
|
|
(3.8
|
)%
|
Midwestern U.S. Mining
|
18.9
|
|
|
14.0
|
|
4.5
|
|
|
18.5
|
|
|
0.4
|
|
|
2.2
|
%
|
Western U.S. Mining
|
14.7
|
|
|
11.3
|
|
3.4
|
|
|
14.7
|
|
|
—
|
|
|
—
|
%
|
Seaborne Metallurgical Mining
|
11.0
|
|
|
9.5
|
|
2.2
|
|
|
11.7
|
|
|
(0.7
|
)
|
|
(6.0
|
)%
|
Seaborne Thermal Mining
|
19.1
|
|
|
14.6
|
|
4.6
|
|
|
19.2
|
|
|
(0.1
|
)
|
|
(0.5
|
)%
|
Total tons sold from mining segments
|
184.0
|
|
|
143.4
|
|
45.7
|
|
|
189.1
|
|
|
(5.1
|
)
|
|
(2.7
|
)%
|
Corporate and Other
|
2.7
|
|
|
2.0
|
|
0.4
|
|
|
2.4
|
|
|
0.3
|
|
|
12.5
|
%
|
Total tons sold
|
186.7
|
|
|
145.4
|
|
46.1
|
|
|
191.5
|
|
|
(4.8
|
)
|
|
(2.5
|
)%
|
Peabody Energy Corporation
|
2018 Form 10-K
|
57
|
|
Successor
|
Predecessor
|
|
Combined
|
|
|
|
|
|||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2017
|
|
(Decrease) Increase
|
|||||||||||||
|
|
|
|
$
|
|
%
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Revenues per Ton - Mining Operations
(1)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Powder River Basin
|
$
|
11.84
|
|
|
$
|
12.54
|
|
$
|
12.70
|
|
|
$
|
12.58
|
|
|
$
|
(0.74
|
)
|
|
(5.9
|
)%
|
Midwestern U.S.
|
42.44
|
|
|
42.45
|
|
42.96
|
|
|
42.58
|
|
|
(0.14
|
)
|
|
(0.3
|
)%
|
|||||
Western U.S.
|
40.20
|
|
|
38.75
|
|
44.68
|
|
|
40.10
|
|
|
0.10
|
|
|
0.2
|
%
|
|||||
Seaborne Metallurgical
|
141.06
|
|
|
128.14
|
|
150.22
|
|
|
132.29
|
|
|
8.77
|
|
|
6.6
|
%
|
|||||
Seaborne Thermal
|
57.58
|
|
|
52.84
|
|
48.65
|
|
|
51.83
|
|
|
5.75
|
|
|
11.1
|
%
|
|||||
Costs per Ton - Mining Operations
(1) (2)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Powder River Basin
|
$
|
9.47
|
|
|
$
|
9.57
|
|
$
|
9.75
|
|
|
$
|
9.62
|
|
|
$
|
(0.15
|
)
|
|
(1.6
|
)%
|
Midwestern U.S.
|
34.75
|
|
|
33.53
|
|
31.84
|
|
|
33.13
|
|
|
1.62
|
|
|
4.9
|
%
|
|||||
Western U.S.
|
30.33
|
|
|
27.16
|
|
29.76
|
|
|
27.75
|
|
|
2.58
|
|
|
9.3
|
%
|
|||||
Seaborne Metallurgical
|
100.97
|
|
|
84.60
|
|
100.16
|
|
|
87.52
|
|
|
13.45
|
|
|
15.4
|
%
|
|||||
Seaborne Thermal
|
33.90
|
|
|
31.87
|
|
32.27
|
|
|
31.97
|
|
|
1.93
|
|
|
6.0
|
%
|
|||||
Adjusted EBITDA Margin per Ton - Mining Operations
(1) (2)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Powder River Basin
|
$
|
2.37
|
|
|
$
|
2.97
|
|
$
|
2.95
|
|
|
$
|
2.96
|
|
|
$
|
(0.59
|
)
|
|
(19.9
|
)%
|
Midwestern U.S.
|
7.69
|
|
|
8.92
|
|
11.12
|
|
|
9.45
|
|
|
(1.76
|
)
|
|
(18.6
|
)%
|
|||||
Western U.S.
|
9.87
|
|
|
11.59
|
|
14.92
|
|
|
12.35
|
|
|
(2.48
|
)
|
|
(20.1
|
)%
|
|||||
Seaborne Metallurgical
|
40.09
|
|
|
43.54
|
|
50.06
|
|
|
44.77
|
|
|
(4.68
|
)
|
|
(10.5
|
)%
|
|||||
Seaborne Thermal
|
23.68
|
|
|
20.97
|
|
16.38
|
|
|
19.86
|
|
|
3.82
|
|
|
19.2
|
%
|
(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; restructuring charges; asset impairment; provision for North Goonyella equipment loss; amortization of fresh start reporting adjustments related to coal inventory revaluation and take-or-pay contract-based intangibles; and certain other costs related to post-mining activities.
|
|
Successor
|
Predecessor
|
|
Combined
|
|
(Decrease) Increase
|
|||||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2017
|
|
to Revenues
|
|||||||||||||
|
|
|
|
$
|
|
%
|
|||||||||||||||
|
(Dollars in millions)
|
|
|
||||||||||||||||||
Powder River Basin Mining
|
$
|
1,424.8
|
|
|
$
|
1,178.7
|
|
$
|
394.3
|
|
|
$
|
1,573.0
|
|
|
$
|
(148.2
|
)
|
|
(9.4
|
)%
|
Midwestern U.S. Mining
|
801.0
|
|
|
592.3
|
|
193.2
|
|
|
785.5
|
|
|
15.5
|
|
|
2.0
|
%
|
|||||
Western U.S. Mining
|
592.0
|
|
|
440.7
|
|
149.7
|
|
|
590.4
|
|
|
1.6
|
|
|
0.3
|
%
|
|||||
Seaborne Metallurgical Mining
|
1,553.0
|
|
|
1,221.0
|
|
328.9
|
|
|
1,549.9
|
|
|
3.1
|
|
|
0.2
|
%
|
|||||
Seaborne Thermal Mining
|
1,099.2
|
|
|
772.5
|
|
224.8
|
|
|
997.3
|
|
|
101.9
|
|
|
10.2
|
%
|
|||||
Corporate and Other
|
111.8
|
|
|
47.4
|
|
35.3
|
|
|
82.7
|
|
|
29.1
|
|
|
35.2
|
%
|
|||||
Total revenues
|
$
|
5,581.8
|
|
|
$
|
4,252.6
|
|
$
|
1,326.2
|
|
|
$
|
5,578.8
|
|
|
$
|
3.0
|
|
|
0.1
|
%
|
Peabody Energy Corporation
|
2018 Form 10-K
|
58
|
|
Successor
|
Predecessor
|
|
Combined
|
|
(Decrease) Increase to
|
|||||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2017
|
|
Adjusted EBITDA
|
|||||||||||||
|
|
|
|
$
|
|
%
|
|||||||||||||||
|
(Dollars in millions)
|
|
|
||||||||||||||||||
Powder River Basin Mining
|
$
|
284.5
|
|
|
$
|
278.8
|
|
$
|
91.7
|
|
|
$
|
370.5
|
|
|
$
|
(86.0
|
)
|
|
(23.2
|
)%
|
Midwestern U.S. Mining
|
145.2
|
|
|
124.4
|
|
50.0
|
|
|
174.4
|
|
|
(29.2
|
)
|
|
(16.7
|
)%
|
|||||
Western U.S. Mining
|
145.4
|
|
|
131.8
|
|
50.0
|
|
|
181.8
|
|
|
(36.4
|
)
|
|
(20.0
|
)%
|
|||||
Seaborne Metallurgical Mining
|
441.4
|
|
|
414.9
|
|
109.6
|
|
|
524.5
|
|
|
(83.1
|
)
|
|
(15.8
|
)%
|
|||||
Seaborne Thermal Mining
|
452.0
|
|
|
306.6
|
|
75.6
|
|
|
382.2
|
|
|
69.8
|
|
|
18.3
|
%
|
|||||
Corporate and Other
|
(89.2
|
)
|
|
(111.2
|
)
|
(35.6
|
)
|
|
(146.8
|
)
|
|
57.6
|
|
|
39.2
|
%
|
|||||
Adjusted EBITDA
(1)
|
$
|
1,379.3
|
|
|
$
|
1,145.3
|
|
$
|
341.3
|
|
|
$
|
1,486.6
|
|
|
$
|
(107.3
|
)
|
|
(7.2
|
)%
|
(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.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
59
|
|
Successor
|
Predecessor
|
|
Combined
|
|
Increase (Decrease)
|
|||||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2017
|
|
to Income
|
|||||||||||||
|
|
|
|
$
|
|
%
|
|||||||||||||||
|
(Dollars in millions)
|
|
|
||||||||||||||||||
Resource management activities
(1)
|
$
|
44.7
|
|
|
$
|
2.5
|
|
$
|
2.9
|
|
|
$
|
5.4
|
|
|
$
|
39.3
|
|
|
727.8
|
%
|
Selling and administrative expenses
|
(158.1
|
)
|
|
(106.3
|
)
|
(36.3
|
)
|
|
(142.6
|
)
|
|
(15.5
|
)
|
|
(10.9
|
)%
|
|||||
Acquisition costs related to Shoal Creek
|
(7.4
|
)
|
|
—
|
|
—
|
|
|
—
|
|
|
(7.4
|
)
|
|
n.m.
|
|
|||||
Gain on sale of interest in Dominion Terminal Associates
|
—
|
|
|
—
|
|
19.7
|
|
|
19.7
|
|
|
(19.7
|
)
|
|
(100.0
|
)%
|
|||||
Other items, net
(2)
|
31.6
|
|
|
(7.4
|
)
|
(21.9
|
)
|
|
(29.3
|
)
|
|
60.9
|
|
|
207.8
|
%
|
|||||
Corporate and Other Adjusted EBITDA
|
$
|
(89.2
|
)
|
|
$
|
(111.2
|
)
|
$
|
(35.6
|
)
|
|
$
|
(146.8
|
)
|
|
$
|
57.6
|
|
|
39.2
|
%
|
(1)
|
Includes gains 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 reserves and amortization of basis difference), trading and brokerage activities, costs associated with post mining activities, certain coal royalty expenses, gains (losses) on certain asset disposals, minimum charges on certain transportation-related contracts and expenses related to our other commercial activities.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
60
|
|
Successor
|
Predecessor
|
|
Combined
|
||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2017
|
||||||||
|
|
|
||||||||||||
|
(Dollars in millions)
|
|||||||||||||
Adjusted EBITDA
|
$
|
1,379.3
|
|
|
$
|
1,145.3
|
|
$
|
341.3
|
|
|
$
|
1,486.6
|
|
Depreciation, depletion and amortization
|
(679.0
|
)
|
|
(521.6
|
)
|
(119.9
|
)
|
|
(641.5
|
)
|
||||
Asset retirement obligation expenses
|
(53.0
|
)
|
|
(41.2
|
)
|
(14.6
|
)
|
|
(55.8
|
)
|
||||
Asset impairment
|
—
|
|
|
—
|
|
(30.5
|
)
|
|
(30.5
|
)
|
||||
Provision for North Goonyella equipment loss
|
(66.4
|
)
|
|
—
|
|
—
|
|
|
—
|
|
||||
Changes in deferred tax asset valuation allowance and reserves and amortization of basis difference related to equity affiliates
|
18.3
|
|
|
17.3
|
|
5.2
|
|
|
22.5
|
|
||||
Interest expense
|
(149.3
|
)
|
|
(119.7
|
)
|
(32.9
|
)
|
|
(152.6
|
)
|
||||
Loss on early debt extinguishment
|
(2.0
|
)
|
|
(20.9
|
)
|
—
|
|
|
(20.9
|
)
|
||||
Interest income
|
33.6
|
|
|
5.6
|
|
2.7
|
|
|
8.3
|
|
||||
Net mark-to-market adjustment on actuarially determined liabilities
|
125.5
|
|
|
45.2
|
|
—
|
|
|
45.2
|
|
||||
Reorganization items, net
|
12.8
|
|
|
—
|
|
(627.2
|
)
|
|
(627.2
|
)
|
||||
Gain on disposal of reclamation liability
|
—
|
|
|
31.2
|
|
—
|
|
|
31.2
|
|
||||
Gain on disposal of Burton Mine assets
|
—
|
|
|
52.2
|
|
—
|
|
|
52.2
|
|
||||
Break fees related to terminated asset sales
|
—
|
|
|
28.0
|
|
—
|
|
|
28.0
|
|
||||
Unrealized gains (losses) on economic hedges
|
18.3
|
|
|
(23.0
|
)
|
16.6
|
|
|
(6.4
|
)
|
||||
Unrealized losses on non-coal trading derivative contracts
|
(0.7
|
)
|
|
(1.5
|
)
|
—
|
|
|
(1.5
|
)
|
||||
Fresh start coal inventory revaluation
|
—
|
|
|
(67.3
|
)
|
—
|
|
|
(67.3
|
)
|
||||
Fresh start take-or-pay contract-based intangible recognition
|
26.7
|
|
|
22.5
|
|
—
|
|
|
22.5
|
|
||||
Income tax (provision) benefit
|
(18.4
|
)
|
|
161.0
|
|
263.8
|
|
|
424.8
|
|
||||
Income (loss) from continuing operations, net of income taxes
|
$
|
645.7
|
|
|
$
|
713.1
|
|
$
|
(195.5
|
)
|
|
$
|
517.6
|
|
|
Successor
|
Predecessor
|
||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
||||||
|
|
|||||||||
|
(Dollars in millions)
|
|||||||||
Powder River Basin Mining
|
$
|
(183.4
|
)
|
|
$
|
(156.6
|
)
|
$
|
(32.0
|
)
|
Midwestern U.S. Mining
|
(121.5
|
)
|
|
(105.2
|
)
|
(13.3
|
)
|
|||
Western U.S. Mining
|
(147.3
|
)
|
|
(87.8
|
)
|
(23.6
|
)
|
|||
Seaborne Metallurgical Mining
|
(129.8
|
)
|
|
(100.2
|
)
|
(20.6
|
)
|
|||
Seaborne Thermal Mining
|
(88.4
|
)
|
|
(62.3
|
)
|
(24.0
|
)
|
|||
Corporate and Other
|
(8.6
|
)
|
|
(9.5
|
)
|
(6.4
|
)
|
|||
Total
|
$
|
(679.0
|
)
|
|
$
|
(521.6
|
)
|
$
|
(119.9
|
)
|
Peabody Energy Corporation
|
2018 Form 10-K
|
61
|
|
Successor
|
Predecessor
|
||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
||||||
|
|
|||||||||
Powder River Basin Mining
|
$
|
0.81
|
|
|
$
|
0.82
|
|
$
|
0.69
|
|
Midwestern U.S. Mining
|
0.89
|
|
|
0.79
|
|
0.61
|
|
|||
Western U.S. Mining
|
2.29
|
|
|
1.06
|
|
4.30
|
|
|||
Seaborne Metallurgical Mining
|
0.94
|
|
|
0.72
|
|
4.72
|
|
|||
Seaborne Thermal Mining
|
1.79
|
|
|
0.59
|
|
2.62
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
62
|
Peabody Energy Corporation
|
2018 Form 10-K
|
63
|
|
Successor
|
Predecessor
|
||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
||||||
|
|
|||||||||
|
(Dollars in millions)
|
|||||||||
Income (loss) from continuing operations, net of income taxes
|
$
|
645.7
|
|
|
$
|
713.1
|
|
$
|
(195.5
|
)
|
Income (loss) from discontinued operations, net of income taxes
|
18.1
|
|
|
(19.8
|
)
|
(16.2
|
)
|
|||
Net income (loss)
|
663.8
|
|
|
693.3
|
|
(211.7
|
)
|
|||
Less: Series A Convertible Preferred Stock dividends
|
102.5
|
|
|
179.5
|
|
—
|
|
|||
Less: Net income attributable to noncontrolling interests
|
16.9
|
|
|
15.2
|
|
4.8
|
|
|||
Net income (loss) attributable to common stockholders
|
$
|
544.4
|
|
|
$
|
498.6
|
|
$
|
(216.5
|
)
|
|
Successor
|
Predecessor
|
||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
||||||
|
|
|||||||||
Diluted EPS attributable to common stockholders:
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
4.28
|
|
|
$
|
3.81
|
|
$
|
(10.93
|
)
|
Income (loss) from discontinued operations
|
0.15
|
|
|
(0.14
|
)
|
(0.88
|
)
|
|||
Net income (loss) attributable to common stockholders
|
$
|
4.43
|
|
|
$
|
3.67
|
|
$
|
(11.81
|
)
|
Peabody Energy Corporation
|
2018 Form 10-K
|
64
|
|
|
High
|
|
Low
|
|
Average
|
|
December 31, 2017
|
||||||||
Premium HCC
(1)
|
|
$
|
304.00
|
|
|
$
|
139.50
|
|
|
$
|
188.00
|
|
|
$
|
262.25
|
|
Premium PCI coal
(1)
|
|
$
|
185.00
|
|
|
$
|
101.15
|
|
|
$
|
119.10
|
|
|
$
|
147.05
|
|
Newcastle index thermal coal
(1)
|
|
$
|
101.20
|
|
|
$
|
73.25
|
|
|
$
|
88.15
|
|
|
$
|
100.80
|
|
API 5 thermal coal
(1)
|
|
$
|
78.60
|
|
|
$
|
61.25
|
|
|
$
|
70.63
|
|
|
$
|
75.25
|
|
PRB 8,800 Btu/Lb coal
(2)
|
|
$
|
12.60
|
|
|
$
|
10.95
|
|
|
$
|
11.75
|
|
|
$
|
12.60
|
|
Illinois Basin 11,500 Btu/Lb coal
(2)
|
|
$
|
36.75
|
|
|
$
|
32.50
|
|
|
$
|
34.35
|
|
|
$
|
36.75
|
|
(1)
|
Prices expressed per tonne.
|
(2)
|
Prices expressed per ton.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
65
|
|
Successor
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
Increase (Decrease)
to Tons Sold
|
||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
|||||||||
|
|
|
|
Tons
|
|
%
|
||||||||||
|
(Tons in millions)
|
|
|
|||||||||||||
Powder River Basin Mining
|
94.0
|
|
31.0
|
|
|
125.0
|
|
|
113.1
|
|
|
11.9
|
|
|
10.5
|
%
|
Midwestern U.S. Mining
|
14.0
|
|
4.5
|
|
|
18.5
|
|
|
18.3
|
|
|
0.2
|
|
|
1.1
|
%
|
Western U.S. Mining
|
11.3
|
|
3.4
|
|
|
14.7
|
|
|
13.7
|
|
|
1.0
|
|
|
7.3
|
%
|
Seaborne Metallurgical Mining
|
9.5
|
|
2.2
|
|
|
11.7
|
|
|
13.4
|
|
|
(1.7
|
)
|
|
(12.7
|
)%
|
Seaborne Thermal Mining
|
14.6
|
|
4.6
|
|
|
19.2
|
|
|
21.3
|
|
|
(2.1
|
)
|
|
(9.9
|
)%
|
Total tons sold from mining segments
|
143.4
|
|
45.7
|
|
|
189.1
|
|
|
179.8
|
|
|
9.3
|
|
|
5.2
|
%
|
Corporate and Other
|
2.0
|
|
0.4
|
|
|
2.4
|
|
|
7.0
|
|
|
(4.6
|
)
|
|
(65.7
|
)%
|
Total tons sold
|
145.4
|
|
46.1
|
|
|
191.5
|
|
|
186.8
|
|
|
4.7
|
|
|
2.5
|
%
|
Peabody Energy Corporation
|
2018 Form 10-K
|
66
|
|
Successor
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
(Decrease) Increase
|
|||||||||||||
|
|
|
|
$
|
|
%
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Revenues per Ton - Mining Operations
(1)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Powder River Basin
|
$
|
12.54
|
|
$
|
12.70
|
|
|
$
|
12.58
|
|
|
$
|
13.02
|
|
|
$
|
(0.44
|
)
|
|
(3.4
|
)%
|
Midwestern U.S.
|
42.45
|
|
42.96
|
|
|
42.58
|
|
|
43.39
|
|
|
(0.81
|
)
|
|
(1.9
|
)%
|
|||||
Western U.S.
|
38.75
|
|
44.68
|
|
|
40.10
|
|
|
38.30
|
|
|
1.80
|
|
|
4.7
|
%
|
|||||
Seaborne Metallurgical
|
128.14
|
|
150.22
|
|
|
132.29
|
|
|
81.41
|
|
|
50.88
|
|
|
62.5
|
%
|
|||||
Seaborne Thermal
|
52.84
|
|
48.65
|
|
|
51.83
|
|
|
38.79
|
|
|
13.04
|
|
|
33.6
|
%
|
|||||
Costs per Ton - Mining Operations
(1)(2)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Powder River Basin
|
$
|
9.57
|
|
$
|
9.75
|
|
|
$
|
9.62
|
|
|
$
|
9.66
|
|
|
$
|
(0.04
|
)
|
|
(0.4
|
)%
|
Midwestern U.S.
|
33.53
|
|
31.84
|
|
|
33.13
|
|
|
31.49
|
|
|
1.64
|
|
|
5.2
|
%
|
|||||
Western U.S.
|
27.16
|
|
29.76
|
|
|
27.75
|
|
|
30.90
|
|
|
(3.15
|
)
|
|
(10.2
|
)%
|
|||||
Seaborne Metallurgical
|
84.60
|
|
100.16
|
|
|
87.52
|
|
|
82.63
|
|
|
4.89
|
|
|
5.9
|
%
|
|||||
Seaborne Thermal
|
31.87
|
|
32.27
|
|
|
31.97
|
|
|
28.56
|
|
|
3.41
|
|
|
11.9
|
%
|
|||||
Adjusted EBITDA Margin per Ton - Mining Operations
(1)(2)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Powder River Basin
|
$
|
2.97
|
|
$
|
2.95
|
|
|
$
|
2.96
|
|
|
$
|
3.36
|
|
|
$
|
(0.40
|
)
|
|
(11.9
|
)%
|
Midwestern U.S.
|
8.92
|
|
11.12
|
|
|
9.45
|
|
|
11.90
|
|
|
(2.45
|
)
|
|
(20.6
|
)%
|
|||||
Western U.S.
|
11.59
|
|
14.92
|
|
|
12.35
|
|
|
7.40
|
|
|
4.95
|
|
|
66.9
|
%
|
|||||
Seaborne Metallurgical
|
43.54
|
|
50.06
|
|
|
44.77
|
|
|
(1.22
|
)
|
|
45.99
|
|
|
3,769.7
|
%
|
|||||
Seaborne Thermal
|
20.97
|
|
16.38
|
|
|
19.86
|
|
|
10.23
|
|
|
9.63
|
|
|
94.1
|
%
|
(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; restructuring charges; asset impairment; amortization of fresh start reporting adjustments related to coal inventory revaluation and take-or-pay contract-based intangibles; and certain other costs related to post-mining activities.
|
|
Successor
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
Increase (Decrease)
to Revenues
|
|||||||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
||||||||||||||
|
|
|
|
$
|
|
%
|
|||||||||||||||
|
(Dollars in millions)
|
|
|
||||||||||||||||||
Powder River Basin Mining
|
$
|
1,178.7
|
|
$
|
394.3
|
|
|
$
|
1,573.0
|
|
|
$
|
1,473.3
|
|
|
$
|
99.7
|
|
|
6.8
|
%
|
Midwestern U.S. Mining
|
592.3
|
|
193.2
|
|
|
785.5
|
|
|
792.5
|
|
|
(7.0
|
)
|
|
(0.9
|
)%
|
|||||
Western U.S. Mining
|
440.7
|
|
149.7
|
|
|
590.4
|
|
|
526.0
|
|
|
64.4
|
|
|
12.2
|
%
|
|||||
Seaborne Metallurgical Mining
|
1,221.0
|
|
328.9
|
|
|
1,549.9
|
|
|
1,090.4
|
|
|
459.5
|
|
|
42.1
|
%
|
|||||
Seaborne Thermal Mining
|
772.5
|
|
224.8
|
|
|
997.3
|
|
|
824.9
|
|
|
172.4
|
|
|
20.9
|
%
|
|||||
Corporate and Other
|
47.4
|
|
35.3
|
|
|
82.7
|
|
|
8.2
|
|
|
74.5
|
|
|
908.5
|
%
|
|||||
Total revenues
|
$
|
4,252.6
|
|
$
|
1,326.2
|
|
|
$
|
5,578.8
|
|
|
$
|
4,715.3
|
|
|
$
|
863.5
|
|
|
18.3
|
%
|
Peabody Energy Corporation
|
2018 Form 10-K
|
67
|
|
Successor
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
(Decrease) Increase to
Adjusted EBITDA
|
|||||||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
||||||||||||||
|
|
|
|
$
|
|
%
|
|||||||||||||||
|
(Dollars in millions)
|
|
|
||||||||||||||||||
Powder River Basin Mining
|
$
|
278.8
|
|
$
|
91.7
|
|
|
$
|
370.5
|
|
|
$
|
379.9
|
|
|
$
|
(9.4
|
)
|
|
(2.5
|
)%
|
Midwestern U.S. Mining
|
124.4
|
|
50.0
|
|
|
174.4
|
|
|
217.3
|
|
|
(42.9
|
)
|
|
(19.7
|
)%
|
|||||
Western U.S. Mining
|
131.8
|
|
50.0
|
|
|
181.8
|
|
|
101.6
|
|
|
80.2
|
|
|
78.9
|
%
|
|||||
Seaborne Metallurgical Mining
|
414.9
|
|
109.6
|
|
|
524.5
|
|
|
(16.3
|
)
|
|
540.8
|
|
|
3,317.8
|
%
|
|||||
Seaborne Thermal Mining
|
306.6
|
|
75.6
|
|
|
382.2
|
|
|
217.6
|
|
|
164.6
|
|
|
75.6
|
%
|
|||||
Corporate and Other
|
(111.2
|
)
|
(35.6
|
)
|
|
(146.8
|
)
|
|
(368.1
|
)
|
|
221.3
|
|
|
60.1
|
%
|
|||||
Adjusted EBITDA
(1)
|
$
|
1,145.3
|
|
$
|
341.3
|
|
|
$
|
1,486.6
|
|
|
$
|
532.0
|
|
|
$
|
954.6
|
|
|
179.4
|
%
|
(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.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
68
|
|
Successor
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
(Decrease) Increase
to Income
|
|||||||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
||||||||||||||
|
|
|
|
$
|
|
%
|
|||||||||||||||
|
(Dollars in millions)
|
|
|
||||||||||||||||||
Resource management activities
(1)
|
$
|
2.5
|
|
$
|
2.9
|
|
|
$
|
5.4
|
|
|
$
|
19.0
|
|
|
$
|
(13.6
|
)
|
|
(71.6
|
)%
|
Selling and administrative expenses (excluding debt restructuring)
|
(106.3
|
)
|
(36.3
|
)
|
|
(142.6
|
)
|
|
(127.9
|
)
|
|
(14.7
|
)
|
|
(11.5
|
)%
|
|||||
UMWA voluntary employee beneficiary association settlement
|
—
|
|
—
|
|
|
—
|
|
|
68.1
|
|
|
(68.1
|
)
|
|
(100.0
|
)%
|
|||||
Gain on sale of interest in Dominion Terminal Associates
|
—
|
|
19.7
|
|
|
19.7
|
|
|
—
|
|
|
19.7
|
|
|
n.m.
|
|
|||||
Other items, net
(2)
|
(7.4
|
)
|
(21.9
|
)
|
|
(29.3
|
)
|
|
(327.3
|
)
|
|
298.0
|
|
|
91.0
|
%
|
|||||
Corporate and Other Adjusted EBITDA
|
$
|
(111.2
|
)
|
$
|
(35.6
|
)
|
|
$
|
(146.8
|
)
|
|
$
|
(368.1
|
)
|
|
$
|
221.3
|
|
|
60.1
|
%
|
(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 reserves and amortization of basis difference), trading and brokerage activities, costs associated with post mining activities, certain coal royalty expenses, gains (losses) on certain asset disposals, minimum charges on certain transportation-related contracts and expenses related to our other commercial activities.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
69
|
|
Successor
|
Predecessor
|
|
Combined
|
|
Predecessor
|
||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
|
|
||||||||||||
|
(Dollars in millions)
|
|||||||||||||
Adjusted EBITDA
(1)
|
$
|
1,145.3
|
|
$
|
341.3
|
|
|
$
|
1,486.6
|
|
|
$
|
532.0
|
|
Depreciation, depletion and amortization
|
(521.6
|
)
|
(119.9
|
)
|
|
(641.5
|
)
|
|
(465.4
|
)
|
||||
Asset retirement obligation expenses
|
(41.2
|
)
|
(14.6
|
)
|
|
(55.8
|
)
|
|
(41.8
|
)
|
||||
Selling and administrative expenses related to debt restructuring
|
—
|
|
—
|
|
|
—
|
|
|
(21.5
|
)
|
||||
Asset impairment
|
—
|
|
(30.5
|
)
|
|
(30.5
|
)
|
|
(247.9
|
)
|
||||
Changes in deferred tax asset valuation allowance and reserves and amortization of basis difference related to equity affiliates
|
17.3
|
|
5.2
|
|
|
22.5
|
|
|
7.5
|
|
||||
Interest expense
|
(119.7
|
)
|
(32.9
|
)
|
|
(152.6
|
)
|
|
(298.6
|
)
|
||||
Loss on early debt extinguishment
|
(20.9
|
)
|
—
|
|
|
(20.9
|
)
|
|
(29.5
|
)
|
||||
Interest income
|
5.6
|
|
2.7
|
|
|
8.3
|
|
|
5.7
|
|
||||
Net mark-to-market adjustment on actuarially determined liabilities
|
45.2
|
|
—
|
|
|
45.2
|
|
|
—
|
|
||||
Reorganization items, net
|
—
|
|
(627.2
|
)
|
|
(627.2
|
)
|
|
(159.0
|
)
|
||||
Gain on disposal of reclamation liability
|
31.2
|
|
—
|
|
|
31.2
|
|
|
—
|
|
||||
Gain on disposal of Burton Mine assets
|
52.2
|
|
—
|
|
|
52.2
|
|
|
—
|
|
||||
Break fees related to terminated asset sales
|
28.0
|
|
—
|
|
|
28.0
|
|
|
—
|
|
||||
Unrealized (losses) gains on economic hedges
|
(23.0
|
)
|
16.6
|
|
|
(6.4
|
)
|
|
(39.8
|
)
|
||||
Unrealized losses on non-coal trading derivative contracts
|
(1.5
|
)
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
||||
Fresh start coal inventory revaluation
|
(67.3
|
)
|
—
|
|
|
(67.3
|
)
|
|
—
|
|
||||
Fresh start take-or-pay contract-based intangible recognition
|
22.5
|
|
—
|
|
|
22.5
|
|
|
—
|
|
||||
Income tax benefit
|
161.0
|
|
263.8
|
|
|
424.8
|
|
|
94.5
|
|
||||
Income (loss) from continuing operations, net of income taxes
|
$
|
713.1
|
|
$
|
(195.5
|
)
|
|
$
|
517.6
|
|
|
$
|
(663.8
|
)
|
(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.
|
|
Successor
|
Predecessor
|
||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
|
|||||||||
|
(Dollars in millions)
|
|||||||||
Powder River Basin Mining
|
$
|
(156.6
|
)
|
$
|
(32.0
|
)
|
|
$
|
(123.4
|
)
|
Midwestern U.S. Mining
|
(105.2
|
)
|
(13.3
|
)
|
|
(56.2
|
)
|
|||
Western U.S. Mining
|
(87.8
|
)
|
(23.6
|
)
|
|
(45.2
|
)
|
|||
Seaborne Metallurgical Mining
|
(100.2
|
)
|
(20.6
|
)
|
|
(118.7
|
)
|
|||
Seaborne Thermal Mining
|
(62.3
|
)
|
(24.0
|
)
|
|
(102.5
|
)
|
|||
Corporate and Other
|
(9.5
|
)
|
(6.4
|
)
|
|
(19.4
|
)
|
|||
Total
|
$
|
(521.6
|
)
|
$
|
(119.9
|
)
|
|
$
|
(465.4
|
)
|
Peabody Energy Corporation
|
2018 Form 10-K
|
70
|
|
Successor
|
Predecessor
|
||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
|
|||||||||
Powder River Basin Mining
|
$
|
0.82
|
|
$
|
0.69
|
|
|
$
|
0.71
|
|
Midwestern U.S. Mining
|
0.79
|
|
0.61
|
|
|
0.53
|
|
|||
Western U.S. Mining
|
1.06
|
|
4.30
|
|
|
0.92
|
|
|||
Seaborne Metallurgical Mining
|
0.72
|
|
4.72
|
|
|
4.36
|
|
|||
Seaborne Thermal Mining
|
0.59
|
|
2.62
|
|
|
2.53
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
71
|
|
Successor
|
Predecessor
|
||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
|
|||||||||
|
(Dollars in millions)
|
|||||||||
Income (loss) from continuing operations, net of income taxes
|
$
|
713.1
|
|
$
|
(195.5
|
)
|
|
$
|
(663.8
|
)
|
Loss from discontinued operations, net of income taxes
|
(19.8
|
)
|
(16.2
|
)
|
|
(57.6
|
)
|
|||
Net income (loss)
|
693.3
|
|
(211.7
|
)
|
|
(721.4
|
)
|
|||
Less: Series A Convertible Preferred Stock dividends
|
179.5
|
|
—
|
|
|
—
|
|
|||
Less: Net income attributable to noncontrolling interests
|
15.2
|
|
4.8
|
|
|
7.9
|
|
|||
Net income (loss) attributable to common stockholders
|
$
|
498.6
|
|
$
|
(216.5
|
)
|
|
$
|
(729.3
|
)
|
Peabody Energy Corporation
|
2018 Form 10-K
|
72
|
|
Successor
|
Predecessor
|
||||||||
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
|
|||||||||
Diluted EPS attributable to common stockholders:
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
3.81
|
|
$
|
(10.93
|
)
|
|
$
|
(36.72
|
)
|
Loss from discontinued operations
|
(0.14
|
)
|
(0.88
|
)
|
|
(3.15
|
)
|
|||
Net income (loss) attributable to common stockholders
|
$
|
3.67
|
|
$
|
(11.81
|
)
|
|
$
|
(39.87
|
)
|
Peabody Energy Corporation
|
2018 Form 10-K
|
73
|
|
Successor
|
Predecessor
|
|
Combined
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
||||||||||
|
|
|
|
|||||||||||||||
|
(Dollars in millions)
|
|||||||||||||||||
Income (loss) from continuing operations, net of income taxes
|
$
|
645.7
|
|
|
$
|
713.1
|
|
$
|
(195.5
|
)
|
|
$
|
517.6
|
|
|
$
|
(663.8
|
)
|
Depreciation, depletion and amortization
|
679.0
|
|
|
521.6
|
|
119.9
|
|
|
641.5
|
|
|
465.4
|
|
|||||
Asset retirement obligation expenses
|
53.0
|
|
|
41.2
|
|
14.6
|
|
|
55.8
|
|
|
41.8
|
|
|||||
Selling and administrative expenses related to debt restructuring
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
21.5
|
|
|||||
Asset impairment
|
—
|
|
|
—
|
|
30.5
|
|
|
30.5
|
|
|
247.9
|
|
|||||
Provision for North Goonyella equipment loss
|
66.4
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Changes in deferred tax asset valuation allowance and reserves and amortization of basis difference related to equity affiliates
|
(18.3
|
)
|
|
(17.3
|
)
|
(5.2
|
)
|
|
(22.5
|
)
|
|
(7.5
|
)
|
|||||
Interest expense
|
149.3
|
|
|
119.7
|
|
32.9
|
|
|
152.6
|
|
|
298.6
|
|
|||||
Loss on early debt extinguishment
|
2.0
|
|
|
20.9
|
|
—
|
|
|
20.9
|
|
|
29.5
|
|
|||||
Interest income
|
(33.6
|
)
|
|
(5.6
|
)
|
(2.7
|
)
|
|
(8.3
|
)
|
|
(5.7
|
)
|
|||||
Net mark-to-market adjustment on actuarially determined liabilities
|
(125.5
|
)
|
|
(45.2
|
)
|
—
|
|
|
(45.2
|
)
|
|
—
|
|
|||||
Reorganization items, net
|
(12.8
|
)
|
|
—
|
|
627.2
|
|
|
627.2
|
|
|
159.0
|
|
|||||
Gain on disposal of reclamation liability
|
—
|
|
|
(31.2
|
)
|
—
|
|
|
(31.2
|
)
|
|
—
|
|
|||||
Gain on disposal of Burton Mine assets
|
—
|
|
|
(52.2
|
)
|
—
|
|
|
(52.2
|
)
|
|
—
|
|
|||||
Break fees related to terminated asset sales
|
—
|
|
|
(28.0
|
)
|
—
|
|
|
(28.0
|
)
|
|
—
|
|
|||||
Unrealized (gains) losses on economic hedges
|
(18.3
|
)
|
|
23.0
|
|
(16.6
|
)
|
|
6.4
|
|
|
39.8
|
|
|||||
Unrealized losses on non-coal trading derivative contracts
|
0.7
|
|
|
1.5
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|||||
Fresh start coal inventory revaluation
|
—
|
|
|
67.3
|
|
—
|
|
|
67.3
|
|
|
—
|
|
|||||
Fresh start take-or-pay contract-based intangible recognition
|
(26.7
|
)
|
|
(22.5
|
)
|
—
|
|
|
(22.5
|
)
|
|
—
|
|
|||||
Income tax provision (benefit)
|
18.4
|
|
|
(161.0
|
)
|
(263.8
|
)
|
|
(424.8
|
)
|
|
(94.5
|
)
|
|||||
Adjusted EBITDA
|
$
|
1,379.3
|
|
|
$
|
1,145.3
|
|
$
|
341.3
|
|
|
$
|
1,486.6
|
|
|
$
|
532.0
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
74
|
|
Successor
|
Predecessor
|
|
Combined
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
||||||||||
|
|
|
|
|||||||||||||||
|
(Dollars in millions)
|
|||||||||||||||||
Operating costs and expenses
|
$
|
4,072.6
|
|
|
$
|
3,052.7
|
|
$
|
950.2
|
|
|
$
|
4,002.9
|
|
|
$
|
4,070.0
|
|
Break fees related to terminated asset sales
|
—
|
|
|
28.0
|
|
—
|
|
|
28.0
|
|
|
—
|
|
|||||
Unrealized losses on non-coal trading derivative contracts
|
(0.7
|
)
|
|
(1.5
|
)
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|||||
Fresh start coal inventory revaluation
|
—
|
|
|
(67.3
|
)
|
—
|
|
|
(67.3
|
)
|
|
—
|
|
|||||
Fresh start take-or-pay contract-based intangible recognition
|
26.7
|
|
|
22.5
|
|
—
|
|
|
22.5
|
|
|
—
|
|
|||||
Net periodic benefit costs, excluding service cost
|
18.1
|
|
|
21.9
|
|
14.4
|
|
|
36.3
|
|
|
57.1
|
|
|||||
Total Reporting Segment Costs
|
$
|
4,116.7
|
|
|
$
|
3,056.3
|
|
$
|
964.6
|
|
|
$
|
4,020.9
|
|
|
$
|
4,127.1
|
|
|
Successor
|
Predecessor
|
|
Combined
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
||||||||||
|
|
|
|
|||||||||||||||
|
(Dollars in millions)
|
|||||||||||||||||
Powder River Basin Mining
|
$
|
1,140.3
|
|
|
$
|
899.9
|
|
$
|
302.6
|
|
|
$
|
1,202.5
|
|
|
$
|
1,093.4
|
|
Midwestern U.S. Mining
|
655.8
|
|
|
467.9
|
|
143.2
|
|
|
611.1
|
|
|
575.2
|
|
|||||
Western U.S. Mining
|
446.6
|
|
|
308.9
|
|
99.7
|
|
|
408.6
|
|
|
424.4
|
|
|||||
Seaborne Metallurgical Mining
|
1,111.6
|
|
|
806.1
|
|
219.3
|
|
|
1,025.4
|
|
|
1,106.7
|
|
|||||
Seaborne Thermal Mining
|
647.2
|
|
|
465.9
|
|
149.2
|
|
|
615.1
|
|
|
607.3
|
|
|||||
Corporate and Other
|
115.2
|
|
|
107.6
|
|
50.6
|
|
|
158.2
|
|
|
320.1
|
|
|||||
Total Reporting Segment Costs
|
$
|
4,116.7
|
|
|
$
|
3,056.3
|
|
$
|
964.6
|
|
|
$
|
4,020.9
|
|
|
$
|
4,127.1
|
|
|
Successor
|
||||||||||||||||||
|
Year Ended December 31, 2018
|
||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining |
|
Western
U.S. Mining |
|
Seaborne Metallurgical Mining
|
|
Seaborne Thermal Mining
|
||||||||||
|
(Amounts in millions, except per ton data)
|
||||||||||||||||||
Revenues
|
$
|
1,424.8
|
|
|
$
|
801.0
|
|
|
$
|
592.0
|
|
|
$
|
1,553.0
|
|
|
$
|
1,099.2
|
|
Reporting Segment Costs
|
1,140.3
|
|
|
655.8
|
|
|
446.6
|
|
|
1,111.6
|
|
|
647.2
|
|
|||||
Adjusted EBITDA
|
284.5
|
|
|
145.2
|
|
|
145.4
|
|
|
441.4
|
|
|
452.0
|
|
|||||
Tons sold
|
120.3
|
|
|
18.9
|
|
|
14.7
|
|
|
11.0
|
|
|
19.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues per Ton
|
$
|
11.84
|
|
|
$
|
42.44
|
|
|
$
|
40.20
|
|
|
$
|
141.06
|
|
|
$
|
57.58
|
|
Costs per Ton
|
9.47
|
|
|
34.75
|
|
|
30.33
|
|
|
100.97
|
|
|
33.90
|
|
|||||
Adjusted EBITDA Margin per Ton
|
2.37
|
|
|
7.69
|
|
|
9.87
|
|
|
40.09
|
|
|
23.68
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
75
|
|
Successor
|
||||||||||||||||||
|
April 2 through December 31, 2017
|
||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining |
|
Western
U.S. Mining |
|
Seaborne Metallurgical Mining
|
|
Seaborne Thermal Mining
|
||||||||||
|
(Amounts in millions, except per ton data)
|
||||||||||||||||||
Revenues
|
$
|
1,178.7
|
|
|
$
|
592.3
|
|
|
$
|
440.7
|
|
|
$
|
1,221.0
|
|
|
$
|
772.5
|
|
Reporting Segment Costs
|
899.9
|
|
|
467.9
|
|
|
308.9
|
|
|
806.1
|
|
|
465.9
|
|
|||||
Adjusted EBITDA
|
278.8
|
|
|
124.4
|
|
|
131.8
|
|
|
414.9
|
|
|
306.6
|
|
|||||
Tons sold
|
94.0
|
|
|
14.0
|
|
|
11.3
|
|
|
9.5
|
|
|
14.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues per Ton
|
$
|
12.54
|
|
|
$
|
42.45
|
|
|
$
|
38.75
|
|
|
$
|
128.14
|
|
|
$
|
52.84
|
|
Costs per Ton
|
9.57
|
|
|
33.53
|
|
|
27.16
|
|
|
84.60
|
|
|
31.87
|
|
|||||
Adjusted EBITDA Margin per Ton
|
2.97
|
|
|
8.92
|
|
|
11.59
|
|
|
43.54
|
|
|
20.97
|
|
|
Predecessor
|
||||||||||||||||||
|
January 1 through April 1, 2017
|
||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining |
|
Western
U.S. Mining |
|
Seaborne Metallurgical Mining
|
|
Seaborne 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
|
||||||||||||||||||
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining |
|
Western
U.S. Mining |
|
Seaborne Metallurgical Mining
|
|
Seaborne Thermal Mining
|
||||||||||
|
(Amounts in millions, except per ton data)
|
||||||||||||||||||
Revenues
|
$
|
1,573.0
|
|
|
$
|
785.5
|
|
|
$
|
590.4
|
|
|
$
|
1,549.9
|
|
|
$
|
997.3
|
|
Reporting Segment Costs
|
1,202.5
|
|
|
611.1
|
|
|
408.6
|
|
|
1,025.4
|
|
|
615.1
|
|
|||||
Adjusted EBITDA
|
370.5
|
|
|
174.4
|
|
|
181.8
|
|
|
524.5
|
|
|
382.2
|
|
|||||
Tons sold
|
125.0
|
|
|
18.5
|
|
|
14.7
|
|
|
11.7
|
|
|
19.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues per Ton
|
$
|
12.58
|
|
|
$
|
42.58
|
|
|
$
|
40.10
|
|
|
$
|
132.29
|
|
|
$
|
51.83
|
|
Costs per Ton
|
9.62
|
|
|
33.13
|
|
|
27.75
|
|
|
87.52
|
|
|
31.97
|
|
|||||
Adjusted EBITDA Margin per Ton
|
2.96
|
|
|
9.45
|
|
|
12.35
|
|
|
44.77
|
|
|
19.86
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
76
|
|
Predecessor
|
||||||||||||||||||
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining |
|
Western
U.S. Mining |
|
Seaborne Metallurgical Mining
|
|
Seaborne Thermal Mining
|
||||||||||
|
(Amounts in millions, except per ton data)
|
||||||||||||||||||
Revenues
|
$
|
1,473.3
|
|
|
$
|
792.5
|
|
|
$
|
526.0
|
|
|
$
|
1,090.4
|
|
|
$
|
824.9
|
|
Reporting Segment Costs
|
1,093.4
|
|
|
575.2
|
|
|
424.4
|
|
|
1,106.7
|
|
|
607.3
|
|
|||||
Adjusted EBITDA
|
379.9
|
|
|
217.3
|
|
|
101.6
|
|
|
(16.3
|
)
|
|
217.6
|
|
|||||
Tons sold
|
113.1
|
|
|
18.3
|
|
|
13.7
|
|
|
13.4
|
|
|
21.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues per Ton
|
$
|
13.02
|
|
|
$
|
43.39
|
|
|
$
|
38.30
|
|
|
$
|
81.41
|
|
|
$
|
38.79
|
|
Costs per Ton
|
9.66
|
|
|
31.49
|
|
|
30.90
|
|
|
82.63
|
|
|
28.56
|
|
|||||
Adjusted EBITDA Margin per Ton
|
3.36
|
|
|
11.90
|
|
|
7.40
|
|
|
(1.22
|
)
|
|
10.23
|
|
|
Successor
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
|
|
||||||||||||
|
(Dollars in millions)
|
|||||||||||||
Net cash provided by (used in) operating activities
|
$
|
1,489.7
|
|
|
$
|
813.4
|
|
$
|
(813.0
|
)
|
|
$
|
3.7
|
|
Net cash (used in) provided by investing activities
|
(517.3
|
)
|
|
(93.4
|
)
|
15.1
|
|
|
(244.1
|
)
|
||||
Add back: Acquisition of Shoal Creek Mine
|
387.4
|
|
|
—
|
|
—
|
|
|
—
|
|
||||
Free Cash Flow
|
$
|
1,359.8
|
|
|
$
|
720.0
|
|
$
|
(797.9
|
)
|
|
$
|
(240.4
|
)
|
Peabody Energy Corporation
|
2018 Form 10-K
|
77
|
Peabody Energy Corporation
|
2018 Form 10-K
|
78
|
|
December 31,
|
||||||
|
2018
|
|
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
|
395.9
|
|
|
444.2
|
|
||
Capital lease and other obligations
|
40.0
|
|
|
76.0
|
|
||
Less: Debt issuance costs
|
(68.9
|
)
|
|
(59.4
|
)
|
||
|
1,367.0
|
|
|
1,460.8
|
|
||
Less: Current portion of long-term debt
|
36.5
|
|
|
42.1
|
|
||
Long-term debt
|
$
|
1,330.5
|
|
|
$
|
1,418.7
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
79
|
Peabody Energy Corporation
|
2018 Form 10-K
|
80
|
|
Successor
|
Predecessor
|
||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
||||||
|
(Dollars in millions)
|
|||||||||
Net cash provided by (used in) operating activities
|
$
|
1,489.7
|
|
|
$
|
813.4
|
|
$
|
(813.0
|
)
|
Net cash (used in) provided by investing activities
|
(517.3
|
)
|
|
(93.4
|
)
|
15.1
|
|
|||
Net cash (used in) provided by financing activities
|
(1,025.2
|
)
|
|
(745.4
|
)
|
952.3
|
|
|||
Net change in cash, cash equivalents and restricted cash
|
(52.8
|
)
|
|
(25.4
|
)
|
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
|
$
|
1,017.4
|
|
|
$
|
1,070.2
|
|
$
|
1,095.6
|
|
|
|
|
|
|
||||||
Net cash provided by (used in) operating activities
|
$
|
1,489.7
|
|
|
$
|
813.4
|
|
$
|
(813.0
|
)
|
Net cash (used in) provided by investing activities
|
(517.3
|
)
|
|
(93.4
|
)
|
15.1
|
|
|||
Add back: Acquisition of Shoal Creek Mine
|
387.4
|
|
|
—
|
|
—
|
|
|||
Free Cash Flow
|
$
|
1,359.8
|
|
|
$
|
720.0
|
|
$
|
(797.9
|
)
|
Peabody Energy Corporation
|
2018 Form 10-K
|
81
|
|
Payments Due By Year
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
2 - 3
Years
|
|
4 - 5
Years
|
|
More than
5 Years
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Long-term debt obligations (principal and interest)
(1)
|
$
|
1,852.4
|
|
|
$
|
87.0
|
|
|
$
|
173.4
|
|
|
$
|
650.1
|
|
|
$
|
941.9
|
|
Capital lease obligations (principal and interest)
|
46.3
|
|
|
28.2
|
|
|
8.4
|
|
|
0.9
|
|
|
8.8
|
|
|||||
Operating lease obligations
(2)
|
127.1
|
|
|
47.6
|
|
|
43.5
|
|
|
23.9
|
|
|
12.1
|
|
|||||
Unconditional purchase obligations
(3)
|
110.3
|
|
|
94.2
|
|
|
16.1
|
|
|
—
|
|
|
—
|
|
|||||
Coal reserve lease and royalty obligations
|
63.6
|
|
|
5.4
|
|
|
11.1
|
|
|
10.9
|
|
|
36.2
|
|
|||||
Take-or-pay obligations
(4)
|
1,252.7
|
|
|
148.2
|
|
|
258.8
|
|
|
208.2
|
|
|
637.5
|
|
|||||
Other long-term liabilities
(5)
|
2,877.9
|
|
|
233.6
|
|
|
442.1
|
|
|
309.7
|
|
|
1,892.5
|
|
|||||
Total contractual cash obligations
|
$
|
6,330.3
|
|
|
$
|
644.2
|
|
|
$
|
953.4
|
|
|
$
|
1,203.7
|
|
|
$
|
3,529.0
|
|
(1)
|
Represents the original contractual maturities of our long-term debt obligations. The related interest on long-term debt was calculated using rates in effect at December 31, 2018 for the remaining contractual term of the outstanding borrowings.
|
(2)
|
Excludes contingent rents. Refer to
Note 15. “Leases”
to the accompanying consolidated financial statements for additional discussion of contingent rental agreements.
|
(3)
|
We routinely enter into purchase agreements with approved vendors for most types of operating expenses in the ordinary course of business. Our specific open purchase orders (which have not been recognized as a liability) under these purchase agreements, combined with any other open purchase orders, are not material and though they are considered enforceable and legally binding, the related terms generally allow us the option to cancel, reschedule or adjust our requirements based on our business needs prior to the delivery of goods or performance of services. Accordingly, the commitments in the table above relate to orders to suppliers for capital purchases.
|
(4)
|
Represents various short- and long-term take or pay arrangements in Australia and the U.S. associated with rail and port commitments for the delivery of coal, including amounts relating to export facilities.
|
(5)
|
Represents estimated cash outflows for long-term liabilities relating to our postretirement benefit plans, work-related injuries and illnesses, defined benefit pension plans, mine reclamation and end-of-mine closure costs and exploration obligations. Also includes $6 million of required payments to the VEBA established in connection with Patriot’s bankruptcy, as well as $45 million related to the settlement of the UMWA 1974 Pension Plan Litigation described in
Note 6. “Discontinued Operations”
to the accompanying consolidated financial statements.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
82
|
Peabody Energy Corporation
|
2018 Form 10-K
|
83
|
Peabody Energy Corporation
|
2018 Form 10-K
|
84
|
|
For Year Ended December 31, 2018
|
||||||
|
One-Percentage-
Point Increase
|
|
One-Percentage-
Point Decrease
|
||||
|
(Dollars in millions)
|
||||||
Health care cost trend rate:
|
|
|
|
||||
Effect on total net periodic postretirement benefit cost
|
$
|
2.9
|
|
|
$
|
(2.6
|
)
|
Effect on total postretirement benefit obligation
|
$
|
50.2
|
|
|
$
|
(45.7
|
)
|
|
For Year Ended December 31, 2018
|
||||||
|
One-Half
Percentage-
Point Increase
|
|
One-Half
Percentage-
Point Decrease
|
||||
|
(Dollars in millions)
|
||||||
Discount rate:
|
|
|
|
||||
Effect on total net periodic postretirement benefit cost
|
$
|
1.8
|
|
|
$
|
(1.9
|
)
|
Effect on total postretirement benefit obligation
|
$
|
(27.2
|
)
|
|
$
|
30.8
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
85
|
|
For Year Ended December 31, 2018
|
||||||
|
One-Half
Percentage-
Point Increase
|
|
One-Half
Percentage-
Point Decrease
|
||||
|
(Dollars in millions)
|
||||||
Discount rate:
|
|
|
|
||||
Effect on total net periodic pension cost
|
$
|
2.2
|
|
|
$
|
(2.5
|
)
|
Effect on defined benefit pension plans’ projected benefit obligation
|
$
|
(37.0
|
)
|
|
$
|
40.4
|
|
|
|
|
|
||||
Expected return on assets:
|
|
|
|
||||
Effect on total net periodic pension cost
|
$
|
(3.8
|
)
|
|
$
|
3.8
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
86
|
Peabody Energy Corporation
|
2018 Form 10-K
|
87
|
Peabody Energy Corporation
|
2018 Form 10-K
|
88
|
Peabody Energy Corporation
|
2018 Form 10-K
|
89
|
/s/ Glenn L. Kellow
|
|
/s/ Amy B. Schwetz
|
|
Glenn L. Kellow
President and Chief Executive Officer
|
|
Amy B. Schwetz
Executive Vice President and Chief Financial Officer
|
Peabody Energy Corporation
|
2018 Form 10-K
|
90
|
Peabody Energy Corporation
|
2018 Form 10-K
|
91
|
Peabody Energy Corporation
|
2018 Form 10-K
|
92
|
•
|
revising the severance benefits to include payment of a pro-rata, current-year annual incentive based upon actual performance for the year in which termination occurs;
|
•
|
reducing the advance written notice period for plan amendments from 12 months to six months; and
|
•
|
revising the definitions of “Change in Control,” “Disability,” “Cause” and “Confidential Information” to generally conform to or coordinate with the definitions in the Peabody Energy Corporation 2017 Incentive Plan.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
93
|
|
|
(a)
Number of Securities
to be Issued
upon Exercise of
Outstanding Options,
Warrants and Rights
|
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding
Securities
Reflected in Column
(a))
|
||||
Plan Category
|
|
|
|
|||||||
Equity compensation plans approved by security holders
|
|
262,222
|
|
(1)
|
$
|
—
|
|
(2)
|
9,901,276
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
262,222
|
|
|
$
|
—
|
|
|
9,901,276
|
|
(1)
|
Shares issuable pursuant to outstanding performance units and vested but not issued deferred stock units. Performance units are shown at target and could change based on actual metrics achieved.
|
(2)
|
The weighted-average exercise price shown in the table does not take into account outstanding deferred stock units or performance awards.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
94
|
|
Page
|
F-1
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-7
|
|
F-8
|
|
Page
|
F-89
|
Peabody Energy Corporation
|
2018 Form 10-K
|
95
|
|
PEABODY ENERGY CORPORATION
|
|
|
|
/s/ GLENN L. KELLOW
|
|
Glenn L. Kellow
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
||
|
|
|
|
|
||
/s/ GLENN L. KELLOW
|
|
President and Chief Executive Officer,
Director (principal executive officer)
|
|
February 27, 2019
|
||
Glenn L. Kellow
|
|
|
|
|||
|
|
|
|
|
||
/s/ AMY B. SCHWETZ
|
|
Executive Vice President and Chief Financial Officer (principal financial and accounting officer)
|
|
February 27, 2019
|
||
Amy B. Schwetz
|
|
|
|
|||
|
|
|
|
|
||
/s/ ANDREA BERTONE
|
|
Director
|
|
February 27, 2019
|
||
Andrea Bertone
|
|
|
|
|||
|
|
|
|
|
||
/s/ NICHOLAS CHIREKOS
|
|
Director
|
|
February 27, 2019
|
||
Nicholas Chirekos
|
|
|
|
|||
|
|
|
|
|
||
/s/ STEPHEN GORMAN
|
|
Director
|
|
February 27, 2019
|
||
Stephen Gorman
|
|
|
|
|||
|
|
|
|
|
||
/s/ JOE LAYMON
|
|
Director
|
|
February 27, 2019
|
||
Joe Laymon
|
|
|
|
|||
|
|
|
|
|
||
/s/ TERESA MADDEN
|
|
Director
|
|
February 27, 2019
|
||
Teresa Madden
|
|
|
|
|||
|
|
|
|
|
||
/s/ ROBERT MALONE
|
|
Chairman
|
|
February 27, 2019
|
||
Robert Malone
|
|
|
|
|||
|
|
|
|
|
||
/s/ KENNETH MOORE
|
|
Director
|
|
February 27, 2019
|
||
Kenneth Moore
|
|
|
|
|||
|
|
|
|
|
||
/s/ MICHAEL SUTHERLIN
|
|
Director
|
|
February 27, 2019
|
||
Michael Sutherlin
|
|
|
|
|||
|
|
|
|
|
||
/s/ SHAUN USMAR
|
|
Director
|
|
February 27, 2019
|
||
Shaun Usmar
|
|
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
96
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
1
|
|
Successor
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(Dollars in millions, except per share data)
|
|||||||||||||
Revenues
|
$
|
5,581.8
|
|
|
$
|
4,252.6
|
|
$
|
1,326.2
|
|
|
$
|
4,715.3
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|||||||
Operating costs and expenses (exclusive of items shown separately below)
|
4,072.6
|
|
|
3,052.7
|
|
950.2
|
|
|
4,070.0
|
|
||||
Depreciation, depletion and amortization
|
679.0
|
|
|
521.6
|
|
119.9
|
|
|
465.4
|
|
||||
Asset retirement obligation expenses
|
53.0
|
|
|
41.2
|
|
14.6
|
|
|
41.8
|
|
||||
Selling and administrative expenses
|
158.1
|
|
|
106.3
|
|
36.3
|
|
|
149.4
|
|
||||
Acquisition costs related to Shoal Creek Mine
|
7.4
|
|
|
—
|
|
—
|
|
|
—
|
|
||||
Other operating (income) loss:
|
|
|
|
|
|
|
||||||||
Net gain on disposals
|
(48.2
|
)
|
|
(84.0
|
)
|
(22.8
|
)
|
|
(23.2
|
)
|
||||
Asset impairment
|
—
|
|
|
—
|
|
30.5
|
|
|
247.9
|
|
||||
Provision for North Goonyella equipment loss
|
66.4
|
|
|
—
|
|
—
|
|
|
—
|
|
||||
Income from equity affiliates
|
(68.1
|
)
|
|
(49.0
|
)
|
(15.0
|
)
|
|
(16.2
|
)
|
||||
Operating profit (loss)
|
661.6
|
|
|
663.8
|
|
212.5
|
|
|
(219.8
|
)
|
||||
Interest expense
|
149.3
|
|
|
119.7
|
|
32.9
|
|
|
298.6
|
|
||||
Loss on early debt extinguishment
|
2.0
|
|
|
20.9
|
|
—
|
|
|
29.5
|
|
||||
Interest income
|
(33.6
|
)
|
|
(5.6
|
)
|
(2.7
|
)
|
|
(5.7
|
)
|
||||
Net periodic benefit costs, excluding service cost
|
18.1
|
|
|
21.9
|
|
14.4
|
|
|
57.1
|
|
||||
Net mark-to-market adjustment on actuarially determined liabilities
|
(125.5
|
)
|
|
(45.2
|
)
|
—
|
|
|
—
|
|
||||
Reorganization items, net
|
(12.8
|
)
|
|
—
|
|
627.2
|
|
|
159.0
|
|
||||
Income (loss) from continuing operations before income taxes
|
664.1
|
|
|
552.1
|
|
(459.3
|
)
|
|
(758.3
|
)
|
||||
Income tax provision (benefit)
|
18.4
|
|
|
(161.0
|
)
|
(263.8
|
)
|
|
(94.5
|
)
|
||||
Income (loss) from continuing operations, net of income taxes
|
645.7
|
|
|
713.1
|
|
(195.5
|
)
|
|
(663.8
|
)
|
||||
Income (loss) from discontinued operations, net of income taxes
|
18.1
|
|
|
(19.8
|
)
|
(16.2
|
)
|
|
(57.6
|
)
|
||||
Net income (loss)
|
663.8
|
|
|
693.3
|
|
(211.7
|
)
|
|
(721.4
|
)
|
||||
Less: Series A Convertible Preferred Stock dividends
|
102.5
|
|
|
179.5
|
|
—
|
|
|
—
|
|
||||
Less: Net income attributable to noncontrolling interests
|
16.9
|
|
|
15.2
|
|
4.8
|
|
|
7.9
|
|
||||
Net income (loss) attributable to common stockholders
|
$
|
544.4
|
|
|
$
|
498.6
|
|
$
|
(216.5
|
)
|
|
$
|
(729.3
|
)
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations:
|
|
|
|
|
|
|
||||||||
Basic income (loss) per share
|
$
|
4.35
|
|
|
$
|
3.85
|
|
$
|
(10.93
|
)
|
|
$
|
(36.72
|
)
|
Diluted income (loss) per share
|
$
|
4.28
|
|
|
$
|
3.81
|
|
$
|
(10.93
|
)
|
|
$
|
(36.72
|
)
|
Net income (loss) attributable to common stockholders:
|
|
|
|
|
|
|
||||||||
Basic income (loss) per share
|
$
|
4.50
|
|
|
$
|
3.70
|
|
$
|
(11.81
|
)
|
|
$
|
(39.87
|
)
|
Diluted income (loss) per share
|
$
|
4.43
|
|
|
$
|
3.67
|
|
$
|
(11.81
|
)
|
|
$
|
(39.87
|
)
|
|
|
|
|
|
|
|
||||||||
Dividends declared per share
|
$
|
0.485
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
2
|
|
Successor
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Net income (loss)
|
$
|
663.8
|
|
|
$
|
693.3
|
|
$
|
(211.7
|
)
|
|
$
|
(721.4
|
)
|
Other comprehensive income, net of income taxes:
|
|
|
|
|
|
|
||||||||
Reclassification for realized losses on cash flow hedges (net of respective net tax provision of $0.0, $0.0, $9.1, and $85.9) included in net income
|
—
|
|
|
—
|
|
18.6
|
|
|
146.3
|
|
||||
Postretirement plans and workers’ compensation obligations (net of respective net tax provision (benefit) of $7.1, $0.0, $2.5, and ($1.5))
|
|
|
|
|
|
|
||||||||
Prior service credit (cost) for the period
|
44.6
|
|
|
—
|
|
—
|
|
|
(4.5
|
)
|
||||
Net actuarial loss for the period
|
—
|
|
|
—
|
|
—
|
|
|
(13.5
|
)
|
||||
Amortization of actuarial loss and prior service cost included in net income (loss)
|
—
|
|
|
—
|
|
4.4
|
|
|
15.4
|
|
||||
Postretirement plans and workers’ compensation obligations
|
44.6
|
|
|
—
|
|
4.4
|
|
|
(2.6
|
)
|
||||
Foreign currency translation adjustment
|
(5.9
|
)
|
|
1.4
|
|
5.5
|
|
|
(1.8
|
)
|
||||
Other comprehensive income, net of income taxes
|
38.7
|
|
|
1.4
|
|
28.5
|
|
|
141.9
|
|
||||
Comprehensive income (loss)
|
702.5
|
|
|
694.7
|
|
(183.2
|
)
|
|
(579.5
|
)
|
||||
Less: Series A Convertible Preferred Stock dividends
|
102.5
|
|
|
179.5
|
|
—
|
|
|
—
|
|
||||
Less: Net income attributable to noncontrolling interests
|
16.9
|
|
|
15.2
|
|
4.8
|
|
|
7.9
|
|
||||
Comprehensive income (loss) attributable to common stockholders
|
$
|
583.1
|
|
|
$
|
500.0
|
|
$
|
(188.0
|
)
|
|
$
|
(587.4
|
)
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
3
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Amounts in millions, except per share data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
981.9
|
|
|
$
|
1,012.1
|
|
Restricted cash
|
—
|
|
|
40.1
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $4.4 at December 31, 2018 and $4.6 at December 31, 2017
|
450.4
|
|
|
552.1
|
|
||
Inventories
|
280.2
|
|
|
291.3
|
|
||
Other current assets
|
243.1
|
|
|
294.4
|
|
||
Total current assets
|
1,955.6
|
|
|
2,190.0
|
|
||
Property, plant, equipment and mine development, net
|
5,207.0
|
|
|
5,111.9
|
|
||
Collateral arrangements
|
—
|
|
|
323.1
|
|
||
Investments and other assets
|
212.6
|
|
|
470.6
|
|
||
Deferred income taxes
|
48.5
|
|
|
85.6
|
|
||
Total assets
|
$
|
7,423.7
|
|
|
$
|
8,181.2
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
36.5
|
|
|
$
|
42.1
|
|
Accounts payable and accrued expenses
|
1,022.0
|
|
|
1,202.8
|
|
||
Total current liabilities
|
1,058.5
|
|
|
1,244.9
|
|
||
Long-term debt, less current portion
|
1,330.5
|
|
|
1,418.7
|
|
||
Deferred income taxes
|
9.7
|
|
|
5.4
|
|
||
Asset retirement obligations
|
686.4
|
|
|
657.0
|
|
||
Accrued postretirement benefit costs
|
547.7
|
|
|
730.0
|
|
||
Other noncurrent liabilities
|
339.3
|
|
|
469.4
|
|
||
Total liabilities
|
3,972.1
|
|
|
4,525.4
|
|
||
Stockholders’ equity
|
|
|
|
|
|
||
Series A Convertible Preferred Stock — $0.01 per share par value; no shares authorized, issued or outstanding as of December 31, 2018 and 50.0 shares authorized, 30.0 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 December 31, 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 December 31, 2018 or December 31, 2017
|
—
|
|
|
—
|
|
||
Common Stock — $0.01 per share par value; 450.0 shares authorized, 137.7 shares issued and 110.4 shares outstanding as of December 31, 2018 and 111.8 shares issued and 105.2 shares outstanding as of December 31, 2017
|
1.4
|
|
|
1.0
|
|
||
Additional paid-in capital
|
3,304.7
|
|
|
2,590.3
|
|
||
Treasury stock, at cost — 27.3 and 5.8 common shares as of December 31, 2018 and December 31, 2017
|
(1,025.1
|
)
|
|
(175.9
|
)
|
||
Retained earnings
|
1,074.5
|
|
|
613.6
|
|
||
Accumulated other comprehensive income
|
40.1
|
|
|
1.4
|
|
||
Peabody Energy Corporation stockholders’ equity
|
3,395.6
|
|
|
3,606.4
|
|
||
Noncontrolling interests
|
56.0
|
|
|
49.4
|
|
||
Total stockholders’ equity
|
3,451.6
|
|
|
3,655.8
|
|
||
Total liabilities and stockholders’ equity
|
$
|
7,423.7
|
|
|
$
|
8,181.2
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
4
|
|
Successor
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
663.8
|
|
|
$
|
693.3
|
|
$
|
(211.7
|
)
|
|
$
|
(721.4
|
)
|
(Income) loss from discontinued operations, net of income taxes
|
(18.1
|
)
|
|
19.8
|
|
16.2
|
|
|
57.6
|
|
||||
Income (loss) from continuing operations, net of income taxes
|
645.7
|
|
|
713.1
|
|
(195.5
|
)
|
|
(663.8
|
)
|
||||
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
|
679.0
|
|
|
521.6
|
|
119.9
|
|
|
465.4
|
|
||||
Fresh start noncash coal inventory revaluation
|
—
|
|
|
67.3
|
|
—
|
|
|
—
|
|
||||
Noncash interest expense including loss on early extinguishment of debt
|
19.2
|
|
|
34.0
|
|
0.5
|
|
|
61.3
|
|
||||
Deferred income taxes
|
35.5
|
|
|
(99.6
|
)
|
(262.3
|
)
|
|
(97.0
|
)
|
||||
Noncash share-based compensation
|
34.9
|
|
|
21.8
|
|
1.9
|
|
|
12.8
|
|
||||
Asset impairment
|
—
|
|
|
—
|
|
30.5
|
|
|
247.9
|
|
||||
Net gain on disposals
|
(48.2
|
)
|
|
(84.0
|
)
|
(22.8
|
)
|
|
(23.2
|
)
|
||||
Income from equity affiliates
|
(68.1
|
)
|
|
(49.0
|
)
|
(15.0
|
)
|
|
(16.2
|
)
|
||||
Provision for North Goonyella equipment loss
|
66.4
|
|
|
—
|
|
—
|
|
|
—
|
|
||||
Gain on voluntary employee beneficiary association settlement
|
—
|
|
|
—
|
|
—
|
|
|
(68.1
|
)
|
||||
Foreign currency option contracts
|
9.1
|
|
|
(0.8
|
)
|
—
|
|
|
—
|
|
||||
Reclassification from other comprehensive earnings for terminated hedge contracts
|
—
|
|
|
—
|
|
27.6
|
|
|
125.2
|
|
||||
Settlement of hedge positions
|
—
|
|
|
—
|
|
—
|
|
|
(25.0
|
)
|
||||
Noncash reorganization items, net
|
(12.8
|
)
|
|
—
|
|
(485.4
|
)
|
|
90.9
|
|
||||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
|
||||||
Accounts receivable
|
171.8
|
|
|
(240.1
|
)
|
159.3
|
|
|
(101.3
|
)
|
||||
Change in receivable from accounts receivable securitization program
|
—
|
|
|
—
|
|
—
|
|
|
(168.5
|
)
|
||||
Inventories
|
50.2
|
|
|
(36.8
|
)
|
(47.2
|
)
|
|
104.0
|
|
||||
Other current assets
|
(30.6
|
)
|
|
(53.1
|
)
|
0.2
|
|
|
(1.6
|
)
|
||||
Accounts payable and accrued expenses
|
(160.2
|
)
|
|
(158.5
|
)
|
(65.5
|
)
|
|
142.2
|
|
||||
Collateral arrangements
|
323.1
|
|
|
288.3
|
|
(66.4
|
)
|
|
(71.4
|
)
|
||||
Asset retirement obligations
|
5.7
|
|
|
12.1
|
|
10.2
|
|
|
13.1
|
|
||||
Workers’ compensation obligations
|
(1.8
|
)
|
|
(1.1
|
)
|
(3.1
|
)
|
|
(0.4
|
)
|
||||
Postretirement benefit obligations
|
(151.1
|
)
|
|
(19.8
|
)
|
0.8
|
|
|
6.3
|
|
||||
Pension obligations
|
(66.9
|
)
|
|
(55.4
|
)
|
5.4
|
|
|
21.7
|
|
||||
Take-or-pay obligation settlement
|
—
|
|
|
—
|
|
(5.5
|
)
|
|
(15.5
|
)
|
||||
Other, net
|
16.0
|
|
|
(27.8
|
)
|
7.6
|
|
|
(5.2
|
)
|
||||
Net cash provided by (used in) continuing operations
|
1,516.9
|
|
|
832.2
|
|
(804.8
|
)
|
|
33.6
|
|
||||
Net cash used in discontinued operations
|
(27.2
|
)
|
|
(18.8
|
)
|
(8.2
|
)
|
|
(29.9
|
)
|
||||
Net cash provided by (used in) operating activities
|
1,489.7
|
|
|
813.4
|
|
(813.0
|
)
|
|
3.7
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
5
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
6
|
|
Peabody Energy Corporation Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||
|
Series A Convertible Preferred Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
(Accumulated Deficit) Retained
Earnings
|
|
Accumulated
Other
Comprehensive (Loss) Income
|
|
Noncontrolling
Interests
|
|
Total
Stockholders’
Equity
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
December 31, 2015 - Predecessor
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
2,410.7
|
|
|
$
|
(371.7
|
)
|
|
$
|
(670.2
|
)
|
|
$
|
(618.9
|
)
|
|
$
|
1.6
|
|
|
$
|
751.7
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(729.3
|
)
|
|
—
|
|
|
7.9
|
|
|
(721.4
|
)
|
||||||||
Net unrealized gains on cash flow hedges (net of $85.9 tax provision)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146.3
|
|
|
—
|
|
|
146.3
|
|
||||||||
Postretirement plans and workers’ compensation obligations (net of $1.5 tax benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
(1.8
|
)
|
||||||||
Share-based compensation for equity-classified awards
|
—
|
|
|
—
|
|
|
11.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.3
|
|
||||||||
Repurchase of employee common stock relinquished for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
(1.9
|
)
|
||||||||
December 31, 2016 - Predecessor
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
2,422.0
|
|
|
$
|
(371.8
|
)
|
|
$
|
(1,399.5
|
)
|
|
$
|
(477.0
|
)
|
|
$
|
7.6
|
|
|
$
|
181.5
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(216.5
|
)
|
|
—
|
|
|
4.8
|
|
|
(211.7
|
)
|
||||||||
Net realized losses on cash flow hedges (net of $9.1 net tax provision)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.6
|
|
|
—
|
|
|
18.6
|
|
||||||||
Postretirement plans and workers’ compensation obligations (net of $2.5 tax provision)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
4.4
|
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
|
5.5
|
|
||||||||
Share-based compensation for equity-classified awards
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
||||||||
Repurchase of employee common stock relinquished for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||||||
Elimination of Predecessor equity
|
—
|
|
|
(0.2
|
)
|
|
(2,423.9
|
)
|
|
371.9
|
|
|
1,616.0
|
|
|
448.5
|
|
|
(12.3
|
)
|
|
—
|
|
||||||||
April 1, 2017 - Predecessor
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of Successor equity
|
1,305.4
|
|
|
0.7
|
|
|
1,774.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50.9
|
|
|
3,131.9
|
|
||||||||
April 2, 2017 - Successor
|
$
|
1,305.4
|
|
|
$
|
0.7
|
|
|
$
|
1,774.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50.9
|
|
|
$
|
3,131.9
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
678.1
|
|
|
—
|
|
|
15.2
|
|
|
693.3
|
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
||||||||
Warrant conversions
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Series A Convertible Preferred Stock conversions
|
(748.2
|
)
|
|
0.2
|
|
|
796.7
|
|
|
—
|
|
|
(48.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Series A Convertible Preferred Stock dividends
|
18.8
|
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
(15.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation for equity-classified awards
|
—
|
|
|
—
|
|
|
21.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.8
|
|
||||||||
Common stock repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
(175.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(175.7
|
)
|
||||||||
Repurchase of employee common stock relinquished for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.7
|
)
|
|
(16.7
|
)
|
||||||||
December 31, 2017 - Successor
|
$
|
576.0
|
|
|
$
|
1.0
|
|
|
$
|
2,590.3
|
|
|
$
|
(175.9
|
)
|
|
$
|
613.6
|
|
|
$
|
1.4
|
|
|
$
|
49.4
|
|
|
$
|
3,655.8
|
|
Impact of adoption of Accounting Standards Update 2014-09
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.5
|
)
|
|
—
|
|
|
—
|
|
|
(22.5
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
646.9
|
|
|
—
|
|
|
16.9
|
|
|
663.8
|
|
||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
(61.0
|
)
|
|
—
|
|
|
—
|
|
|
(59.6
|
)
|
||||||||
Postretirement plans and workers’ compensation obligations (net of $7.1 tax provision)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44.6
|
|
|
—
|
|
|
44.6
|
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
|
(5.9
|
)
|
||||||||
Series A Convertible Preferred Stock conversions
|
(576.0
|
)
|
|
0.4
|
|
|
678.1
|
|
|
—
|
|
|
(102.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation for equity-classified awards
|
—
|
|
|
—
|
|
|
34.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.9
|
|
||||||||
Common stock repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
(834.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(834.7
|
)
|
||||||||
Repurchase of employee common stock relinquished for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.5
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.3
|
)
|
|
(10.3
|
)
|
||||||||
December 31, 2018 - Successor
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
3,304.7
|
|
|
$
|
(1,025.1
|
)
|
|
$
|
1,074.5
|
|
|
$
|
40.1
|
|
|
$
|
56.0
|
|
|
$
|
3,451.6
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
7
|
(
1
)
|
Summary of Significant Accounting Policies
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
8
|
|
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
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
9
|
|
Successor
|
||||||||||
|
April 2 through December 31, 2017
|
||||||||||
|
Before Application of Accounting Guidance
|
|
Adjustment
|
|
After Application of Accounting Guidance
|
||||||
|
(Dollars in millions)
|
||||||||||
Results of Operations Amounts
|
|
|
|
|
|
||||||
Operating costs and expenses
|
$
|
3,075.5
|
|
|
$
|
(22.8
|
)
|
|
$
|
3,052.7
|
|
Selling and administrative expenses
|
105.4
|
|
|
0.9
|
|
|
106.3
|
|
|||
Net mark-to-market adjustment on actuarially determined liabilities
|
(45.2
|
)
|
|
45.2
|
|
|
—
|
|
|||
Operating profit
|
687.1
|
|
|
(23.3
|
)
|
|
663.8
|
|
|||
Net periodic benefit costs, excluding service cost
|
—
|
|
|
21.9
|
|
|
21.9
|
|
|||
Net mark-to-market adjustment on actuarially determined liabilities
|
—
|
|
|
(45.2
|
)
|
|
(45.2
|
)
|
|||
Income from continuing operations before income taxes
|
552.1
|
|
|
—
|
|
|
552.1
|
|
|
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
|
)
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
10
|
|
Predecessor
|
||||||||||
|
Year Ended December 31, 2016
|
||||||||||
|
Before Application of Accounting Guidance
|
|
Adjustment
|
|
After Application of Accounting Guidance
|
||||||
|
(Dollars in millions)
|
||||||||||
Results of Operations Amounts
|
|
|
|
|
|
||||||
Operating costs and expenses
|
$
|
4,123.1
|
|
|
$
|
(53.1
|
)
|
|
$
|
4,070.0
|
|
Selling and administrative expenses
|
153.4
|
|
|
(4.0
|
)
|
|
149.4
|
|
|||
Operating loss
|
(276.9
|
)
|
|
57.1
|
|
|
(219.8
|
)
|
|||
Net periodic benefit costs, excluding service cost
|
—
|
|
|
57.1
|
|
|
57.1
|
|
|||
Loss from continuing operations before income taxes
|
(758.3
|
)
|
|
—
|
|
|
(758.3
|
)
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
11
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
12
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
13
|
|
|
|
Years
|
Building and improvements
|
|
|
up to 27
|
Machinery and equipment
|
|
|
up to 27
|
Leasehold improvements
|
|
|
Shorter of Useful Life or Remaining Life of Lease
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
14
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
15
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
16
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
17
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
18
|
(
2
)
|
Emergence from the Chapter 11 Cases and Fresh Start Reporting
|
•
|
Series A Convertible Preferred Stock -
$750.0 million
for
30.0 million
shares of Series A Convertible Preferred Stock
|
•
|
Common Stock and Warrants -
$750.0 million
for common stock and warrants issued in connection with a Rights Offering (as defined below), resulting in, together with other issuances of common stock, the issuance of
70.9 million
shares of a single class of common stock and warrants to purchase
6.2 million
shares of common stock
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
19
|
First Lien Lender Claims (Classes 1A - 1D)
|
|
Paid in full in cash.
|
|
|
|
Second Lien Notes Claims (Classes 2A - 2D)
|
|
A combination of (1) $450 million of cash, first lien debt and/or new second lien notes and (2)(a) new common stock, par value $0.01 per share, of the Reorganized Peabody (Common Stock) and (b) subscription rights in the Rights Offering.
|
|
|
|
Other Secured Claims (Classes 3A - 3E)
|
|
At the election of the Debtors, (1) reinstatement, (2) payment in full in cash, (3) receipt of the applicable collateral or (4) such other treatment consistent with section 1129(b) of the Bankruptcy Code.
|
|
|
|
Other Priority Claims (Classes 4A - 4E)
|
|
Paid in full in cash.
|
|
|
|
General Unsecured Claims
|
|
Class 5A: Against Peabody Energy: a pro rata share of $5 million in cash plus an amount of additional cash (up to $2 million) not otherwise paid to holders of Convenience Claims.
|
|
|
Class 5B: Against the Encumbered Guarantor Debtors: (1) Common Stock and subscription rights in the Rights Offering or (2) at the election of the claim holder, cash from a pool of $75 million in cash to be paid by the Debtors and the Reorganized Debtors into a segregated account in accordance with the terms set forth in the Plan.
|
|
|
Class 5C: Against the Gold Fields Debtors: units in the Gold Fields Liquidating Trust.
|
|
|
Class 5D: Against Peabody Holdings (Gibraltar) Limited: no recoveries.
|
|
|
Class 5E: Against the Unencumbered Debtors: cash in the amount of such holder’s allowed claim, less any amounts attributable to late fees, postpetition interest or penalties.
|
|
|
|
Convenience Claims
|
|
Class 6A: Against Peabody Energy: up to 72.5% of such claim in cash, provided that total payments to Convenience Claims not exceed $2 million.
|
|
|
Class 6B: Against the Encumbered Guarantor Debtors: up to 72.5% of such claim in cash, provided that total payments to Convenience Claims not exceed $18 million.
|
|
|
|
United Mine Workers of America 1974 Pension Plan Claim
(Classes 7A - 7E)
|
|
$75 million in cash paid over five years. See Note 6. “Discontinued Operations,” for additional details.
|
Unsecured Subordinated Debentures Claims
(Class 8A)
|
|
(1) Payment of the reasonable and documented fees and expenses of the trustee under the 2066 subordinated indenture up to $350,000; and (2) because this class voted in favor of the Plan and in connection with the settlement of certain potential intercreditor disputes as part of the global settlement embodied therein, and because the trustee under the 2066 subordinated indenture did not object to, and affirmatively supported, the Plan, holders of allowed Unsecured Subordinated Debenture Claims received from specified noteholder co-proponents their pro rata share of penny warrants exercisable for 1.0% of the fully diluted Reorganized Peabody common stock from the pool of penny warrants issued to the noteholder co-proponents under the Rights Offering and/or the terms of the Backstop Commitment Agreement (as defined below).
|
|
|
|
Section 510(b) Claims
(Class 10A)
|
|
No recovery.
|
|
|
|
Peabody Energy Equity Interests
(Class 11A)
|
|
No recovery, as further described under
Cancellation of Prior Common Stock
below.
|
|
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
20
|
•
|
11.6 million
shares of Common Stock to holders of Allowed Claims (as defined in the Plan) in Classes 2A, 2B, 2C, 2D and 5B on account of such claims as provided in the Plan; and
|
•
|
51.2 million
shares of Common Stock and
2.9 million
Warrants (the 1145 Warrants) pursuant to the completed Rights Offering to certain holders of the Company’s prepetition indebtedness for total consideration of
$704.4 million
.
|
•
|
30.0 million
shares of Series A Convertible Preferred Stock (the Convertible Preferred Stock) to parties to the Private Placement Agreement, dated as of December 22, 2016 (as amended, the Private Placement Agreement), among the Company and the other parties thereto, for total consideration of
$750.0 million
;
|
•
|
3.3 million
shares of Common Stock and
0.2 million
Warrants (the Private Warrants, and together with the 1145 Warrants, the Warrants) to parties to the Backstop Commitment Agreement, dated as of December 22, 2016 (as amended, the Backstop Commitment Agreement), among the Company and the other parties thereto, on account of their commitments under that agreement, for total consideration of
$45.6 million
; and
|
•
|
4.8 million
shares of Common Stock and
3.1 million
additional Private Warrants to specified parties to the Private Placement Agreement and Backstop Commitment Agreement on account of commitment premiums contemplated by those agreements.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
21
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
22
|
•
|
Indenture governing
$1,000.0 million
outstanding aggregate principal amount of the Company’s
10.00%
Senior Secured Second Lien Notes due 2022, dated as of March 16, 2015, among the Company, U.S. Bank National Association (U.S. Bank), as trustee and collateral agent, and the guarantors named therein, as supplemented;
|
•
|
Indenture governing
$650.0 million
outstanding aggregate principal amount of the Company’s
6.50%
Senior Notes due 2020, dated as of March 19, 2004, among the Company, U.S. Bank, as trustee, and the guarantors named therein, as supplemented;
|
•
|
Indenture governing
$1,518.8 million
outstanding aggregate principal amount of the Company’s
6.00%
Senior Notes due 2018, dated as of November 15, 2011, among the Company, U.S. Bank, as trustee, and the guarantors named therein, as supplemented;
|
•
|
Indenture governing
$1,339.6 million
outstanding aggregate principal amount of the Company’s
6.25%
Senior Notes due 2021, dated as of November 15, 2011, by and among the Company, U.S. Bank, as trustee, and the guarantors named therein, as supplemented;
|
•
|
Indenture governing
$250.0 million
outstanding aggregate principal amount of the Company’s
7.875%
Senior Notes due 2026, dated as of March 19, 2004, among the Company, U.S. Bank, as trustee, and the guarantors named therein, as supplemented;
|
•
|
Subordinated Indenture governing
$732.5 million
outstanding aggregate principal amount of the Company’s Convertible Junior Subordinated Debentures due 2066, dated as of December 20, 2006, among the Company and U.S. Bank, as trustee, as supplemented; and
|
•
|
Amended and Restated Credit Agreement, as amended and restated as of September 24, 2013 (the 2013 Credit Facility), related to
$1,170.0 million
outstanding aggregate principal amount of term loans under a term loan facility (the 2013 Term Loan Facility) and
$1,650.0 million
under a revolving credit facility (the 2013 Revolver), which includes approximately
$675.0 million
of posted but undrawn letters of credit and approximately
$947.0 million
in outstanding borrowings, by and among the Company, Citibank, N.A., as administrative agent, swing line lender and letter of credit issuer, Citigroup Global Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp., Crédit Agricole Corporate and Investment Bank, HSBC Securities (USA) Inc., Morgan Stanley Senior Funding, Inc., PNC Capital Markets LLC and RBS Securities Inc., as joint lead arrangers and joint book managers, and the lender parties thereto, as amended by that certain Omnibus Amendment Agreement, dated as of February 5, 2015.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
23
|
•
|
options (including non-qualified stock options and incentive stock options);
|
•
|
stock appreciation rights;
|
•
|
restricted stock;
|
•
|
restricted stock units;
|
•
|
deferred stock;
|
•
|
performance units;
|
•
|
dividend equivalents; and
|
•
|
cash incentive awards.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
24
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
25
|
As of April 1, 2017
|
Predecessor (a)
|
|
Effect of Plan
(b)
|
|
Fresh Start Adjustments (c)
|
|
Successor
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Current assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
1,068.1
|
|
|
$
|
(14.4
|
)
|
(d)
|
$
|
—
|
|
|
$
|
1,053.7
|
|
Restricted cash
|
80.7
|
|
|
(54.7
|
)
|
(d)
|
—
|
|
|
26.0
|
|
||||
Successor Notes issuance proceeds - restricted cash
|
1,000.0
|
|
|
(1,000.0
|
)
|
(d)
|
—
|
|
|
—
|
|
||||
Accounts receivable, net
|
312.1
|
|
|
—
|
|
|
—
|
|
|
312.1
|
|
||||
Inventories
|
250.8
|
|
|
—
|
|
|
70.1
|
|
(k)
|
320.9
|
|
||||
Other current assets
|
494.5
|
|
|
(18.1
|
)
|
(e)
|
(333.0
|
)
|
(l)
|
143.4
|
|
||||
Total current assets
|
3,206.2
|
|
|
(1,087.2
|
)
|
|
(262.9
|
)
|
|
1,856.1
|
|
||||
Property, plant, equipment and mine development, net
|
8,653.9
|
|
|
—
|
|
|
(3,461.4
|
)
|
(m)
|
5,192.5
|
|
||||
Investments and other assets
|
976.4
|
|
|
3.9
|
|
(f)
|
238.0
|
|
(n)
|
1,218.3
|
|
||||
Total assets
|
$
|
12,836.5
|
|
|
$
|
(1,083.3
|
)
|
|
$
|
(3,486.3
|
)
|
|
$
|
8,266.9
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
|
|
|
|
|
|
|
||||||||
Current portion of long-term debt
|
$
|
18.2
|
|
|
$
|
9.5
|
|
(g)
|
$
|
—
|
|
|
$
|
27.7
|
|
Accounts payable and accrued expenses
|
968.0
|
|
|
257.6
|
|
(h)
|
14.8
|
|
(o)
|
1,240.4
|
|
||||
Total current liabilities
|
986.2
|
|
|
267.1
|
|
|
14.8
|
|
|
1,268.1
|
|
||||
Long-term debt, less current portion
|
950.5
|
|
|
903.2
|
|
(g)
|
—
|
|
|
1,853.7
|
|
||||
Deferred income taxes
|
179.2
|
|
|
—
|
|
|
(177.8
|
)
|
(p)
|
1.4
|
|
||||
Asset retirement obligations
|
707.0
|
|
|
—
|
|
|
(73.9
|
)
|
(q)
|
633.1
|
|
||||
Accrued postretirement benefit costs
|
753.9
|
|
|
—
|
|
|
(6.9
|
)
|
(r)
|
747.0
|
|
||||
Other noncurrent liabilities
|
511.1
|
|
|
—
|
|
|
120.6
|
|
(s)
|
631.7
|
|
||||
Total liabilities not subject to compromise
|
4,087.9
|
|
|
1,170.3
|
|
|
(123.2
|
)
|
|
5,135.0
|
|
||||
Liabilities subject to compromise
|
8,416.7
|
|
|
(8,416.7
|
)
|
(i)
|
—
|
|
|
—
|
|
||||
Total liabilities
|
12,504.6
|
|
|
(7,246.4
|
)
|
|
(123.2
|
)
|
|
5,135.0
|
|
||||
Stockholders’ equity
|
|
|
|
|
|
|
|
||||||||
Common Stock (Predecessor)
|
0.2
|
|
|
(0.2
|
)
|
(j)
|
—
|
|
|
—
|
|
||||
Common Stock (Successor)
|
—
|
|
|
0.7
|
|
(b)
|
—
|
|
|
0.7
|
|
||||
Series A Preferred Stock (Successor)
|
—
|
|
|
1,305.4
|
|
(b)
|
—
|
|
|
1,305.4
|
|
||||
Additional paid-in capital (Predecessor)
|
2,423.9
|
|
|
(2,423.9
|
)
|
(j)
|
—
|
|
|
—
|
|
||||
Additional paid-in capital (Successor)
|
—
|
|
|
1,774.9
|
|
(b)
|
—
|
|
|
1,774.9
|
|
||||
Treasury stock, at cost
|
(371.9
|
)
|
|
371.9
|
|
(j)
|
—
|
|
|
—
|
|
||||
Accumulated deficit
|
(1,284.1
|
)
|
|
5,134.3
|
|
(j)
|
(3,850.2
|
)
|
(t)
|
—
|
|
||||
Accumulated other comprehensive loss
|
(448.5
|
)
|
|
—
|
|
|
448.5
|
|
(t)
|
—
|
|
||||
Peabody Energy Corporation stockholders’ equity
|
319.6
|
|
|
6,163.1
|
|
|
(3,401.7
|
)
|
|
3,081.0
|
|
||||
Noncontrolling interests
|
12.3
|
|
|
—
|
|
|
38.6
|
|
(u)
|
50.9
|
|
||||
Total stockholders’ equity
|
331.9
|
|
|
6,163.1
|
|
|
(3,363.1
|
)
|
|
3,131.9
|
|
||||
Total liabilities and stockholders’ equity
|
$
|
12,836.5
|
|
|
$
|
(1,083.3
|
)
|
|
$
|
(3,486.3
|
)
|
|
$
|
8,266.9
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
26
|
(a)
|
Represents the Predecessor consolidated balance sheet at April 1, 2017.
|
(b)
|
Represents amounts recorded for the implementation of the Plan on the Effective Date. This includes the settlement of liabilities subject to compromise through a combination of cash payments, the issuance of new common stock and warrants and the issuance of new debt. The following is the calculation of the total pre-tax gain on the settlement of the liabilities subject to compromise.
|
|
|
(Dollars in millions)
|
||
Liabilities subject to compromise
|
|
$
|
8,416.7
|
|
Less amounts issued to settle claims:
|
|
|
||
Successor Common Stock (at par)
|
|
(0.7
|
)
|
|
Successor Series A Convertible Preferred Stock
|
|
(1,305.4
|
)
|
|
Successor Additional paid-in capital
|
|
(1,774.9
|
)
|
|
Issuance of Successor Notes
|
|
(1,000.0
|
)
|
|
Issuance of Successor Term Loan
|
|
(950.0
|
)
|
|
Cash payments and accruals for claims and professional fees
|
|
(336.4
|
)
|
|
Other:
|
|
|
||
Write-off of Predecessor debt issuance costs, see also (e) below
|
|
(18.1
|
)
|
|
Total pre-tax gain on plan effects, see also (j) below
|
|
$
|
3,031.2
|
|
(c)
|
Represents the fresh start reporting adjustments required to record the assets and liabilities of the Company at fair value.
|
(d)
|
The following table reflects the sources and uses of cash and restricted cash at emergence:
|
|
|
(Dollars in millions)
|
||
Sources:
|
|
|
||
Private placement and rights offering
|
|
$
|
1,500.0
|
|
Net proceeds from Senior Secured Term Loan
|
|
912.7
|
|
|
Escrowed interest from Successor Notes offering
|
|
8.0
|
|
|
Net impact on collateral requirements
|
|
11.6
|
|
|
Uses:
|
|
|
||
Payments to secured lenders
|
|
(3,489.2
|
)
|
|
Professional fees
|
|
(8.3
|
)
|
|
Securitization facility deferred financing costs
|
|
(3.9
|
)
|
|
Total cash outflow at emergence
|
|
$
|
(1,069.1
|
)
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
27
|
(e)
|
Primarily represents the write off of deferred financing costs associated with the cancellation and discharge of Predecessor revolving debt obligations.
|
(f)
|
Represents the payment of deferred financing costs associated with the Receivables Purchase Agreement.
|
(g)
|
Represents a
$950.0 million
Senior Secured Term Loan, net of an original issue discount and deferred financing costs of
$37.3 million
, as contemplated by the Plan. Under the Plan, the Company also issued
$1.0 billion
of Successor Notes, net of
$49.5 million
of deferred financing costs. The Successor Notes and the related proceeds held in escrow were included on the Company’s unaudited condensed consolidated balance sheet at March 31, 2017. The debt instruments issued in accordance with the Plan, and the subsequent amendments, are further described in
Note 14. “Long-term Debt.”
|
(h)
|
Represents an accrual to account for amounts paid subsequent to the Effective Date for professional fees and certain unsecured claims and settlements set forth in the Plan.
|
(i)
|
Liabilities subject to compromise included secured and unsecured liabilities incurred prior to the Petition Date. These liabilities represented the amounts expected to be allowed on known or potential claims to be resolved through the Chapter 11 Cases and remained subject to future adjustments based on negotiated settlements with claimants, actions of the Bankruptcy Court, rejection of executory contracts, proofs of claims or other events. Additionally, liabilities subject to compromise also included certain items that were assumed under the Plan, and as such, were subsequently reclassified to liabilities not subject to compromise. Generally, actions to enforce or otherwise effect payment of prepetition liabilities were subject to the injunction provisions set forth in the Plan. Liabilities subject to compromise consisted of the following immediately prior to emergence:
|
|
|
Predecessor
|
||
|
|
April 1, 2017
|
||
|
|
(Dollars in millions)
|
||
Debt
(1)
|
|
$
|
8,077.4
|
|
Interest payable
|
|
172.6
|
|
|
Environmental liabilities
|
|
61.9
|
|
|
Trade payables
|
|
55.2
|
|
|
Postretirement benefit obligations
(2)
|
|
23.0
|
|
|
Other accrued liabilities
|
|
26.6
|
|
|
Liabilities subject to compromise
|
|
$
|
8,416.7
|
|
(1)
|
Includes
$7,768.3 million
of first lien, second lien and unsecured debt,
$257.3 million
of derivative contract terminations, and
$51.8 million
of liabilities secured by prepetition letters of credit at April 1, 2017.
|
(2)
|
Includes liabilities for unfunded non-qualified pension plans, all the participants of which are former employees.
|
(j)
|
Reflects the impacts of the reorganization adjustments:
|
|
|
(Dollars in millions)
|
||
Total pre-tax gain on plan effects, see also (b) above
|
|
$
|
3,031.2
|
|
Cancellation of Predecessor Common Stock
|
|
0.2
|
|
|
Cancellation of Predecessor Additional paid-in capital
|
|
2,423.9
|
|
|
Cancellation of Predecessor Treasury stock
|
|
(371.9
|
)
|
|
Successor debt issuance costs and other items, see also (f) and (g) above
|
|
50.9
|
|
|
Net impact on accumulated deficit
|
|
$
|
5,134.3
|
|
(k)
|
Represents adjustment to increase the book value of coal inventories to their estimated fair value, less costs to sell the inventories.
|
(l)
|
Represents adjustments comprising
$228.5 million
related to assets classified as held-for-sale at March 31, 2017 which were reclassified as held-for-use and considered in connection with the valuations described in (m) below,
$89.5 million
to write off certain existing short-term mine development costs, and
$15.0 million
of various prepaid assets deemed to have no future utility subsequent to the Effective Date.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
28
|
(m)
|
Represents a
$3,461.4 million
reduction in property, plant and equipment to estimated fair value as discussed below:
|
|
|
Predecessor
|
|
Fresh Start Adjustments
|
|
Successor
|
||||||
|
|
(Dollars in millions)
|
||||||||||
Land and coal interests
|
|
$
|
10,297.7
|
|
|
$
|
(6,511.8
|
)
|
|
$
|
3,785.9
|
|
Buildings and improvements
|
|
1,479.3
|
|
|
(1,013.2
|
)
|
|
466.1
|
|
|||
Machinery and equipment
|
|
2,143.8
|
|
|
(1,203.3
|
)
|
|
940.5
|
|
|||
Less: Accumulated depreciation, depletion and amortization
|
|
(5,266.9
|
)
|
|
5,266.9
|
|
|
—
|
|
|||
Net impact on accumulated deficit
|
|
$
|
8,653.9
|
|
|
$
|
(3,461.4
|
)
|
|
$
|
5,192.5
|
|
(n)
|
Primarily to recognize fair value of
$314.9 million
inherent in certain U.S. coal supply agreements as a result of favorable differences between contract terms and estimated market terms for the same coal products, partially offset by a reduction in the fair value of certain equity method investments. The intangible asset related to coal supply agreements will be amortized on a per ton shipped basis through 2025. See also
Note 10. “Intangible Contract Assets and Liabilities.”
|
(o)
|
Represents
$32.6 million
to account for the short-term portion of the value of certain contract-based intangibles primarily consisting of unutilized capacity of certain port and rail take-or-pay contracts, partially offset by
$15.7 million
related to liabilities classified as held-for-sale at March 31, 2017 which were reclassified as held-for-use and considered in connection with the valuations described in (m) above, and various other fair value adjustments. The intangible liabilities related to port and rail take-or-pay contracts will be amortized ratably over the terms of each contact, which vary in duration through 2043.
|
(p)
|
Represents the tax impact of fresh start reporting. See also
Note 12. “Income Taxes.”
|
(q)
|
Represents the fair value adjustment related to the Company’s asset retirement obligations which was calculated using DCF models based on current mine plans. The credit-adjusted, risk-free interest rates utilized to estimate the Company’s asset retirement obligations were
9.36%
for its U.S. reclamation obligations and
4.36%
for its Australia reclamation obligations.
|
(r)
|
Represents the remeasurement of liabilities associated with the Company’s postretirement benefits obligations as of the Effective Date as the reorganization of the Company pursuant to the Plan represented a remeasurement event under ASC 715 “Compensation - Retirement Benefits.” The relevant discount rate was adjusted to
4.1%
from
4.15%
used in the Company’s remeasurement process for the year ended December 31, 2016.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
29
|
(s)
|
Represents
$83.6 million
to account for the long-term portion of the value of contract-based intangibles related to unutilized capacity of port and rail take-or-pay contracts as described in (o) above and
$58.7 million
to account for the fair value inherent in certain U.S. coal supply agreements as a result of unfavorable differences between contract terms and estimated market terms for the same coal products as described in (n) above, partially offset by a remeasurement reduction of
$9.2 million
of the Company’s pension liabilities in accordance with ASC 715 as described in (r) above, as the relevant discount rate was adjusted to
4.1%
from
4.15%
used in the Company’s remeasurement process for the year ended December 31, 2016, and certain other valuation adjustments.
|
(t)
|
Represents the elimination of remaining equity balances in accordance with fresh start reporting requirements.
|
(u)
|
Represents adjustment to increase the book value of noncontrolling interests to fair value based on an estimate of the rights of the noncontrolling interests.
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Year Ended December 31, 2018
|
|
|
January 1 through
April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
(Dollars in millions)
|
|||||||||||
Gain on settlement of claims
|
$
|
(12.8
|
)
|
|
|
$
|
(3,031.2
|
)
|
|
$
|
—
|
|
Fresh start adjustments, net
|
—
|
|
|
|
3,363.1
|
|
|
—
|
|
|||
Fresh start income tax adjustments, net
|
—
|
|
|
|
253.9
|
|
|
—
|
|
|||
Loss on termination of derivative contracts
|
—
|
|
|
|
—
|
|
|
75.2
|
|
|||
Professional fees
|
—
|
|
|
|
42.5
|
|
|
88.4
|
|
|||
Accounts payable settlement gains
|
—
|
|
|
|
(0.7
|
)
|
|
(1.8
|
)
|
|||
Interest income
|
—
|
|
|
|
(0.4
|
)
|
|
(1.8
|
)
|
|||
Other
|
—
|
|
|
|
—
|
|
|
(1.0
|
)
|
|||
Reorganization items, net
|
$
|
(12.8
|
)
|
|
|
$
|
627.2
|
|
|
$
|
159.0
|
|
|
|
|
|
|
|
|
||||||
Cash paid for “Reorganization items, net”
|
$
|
—
|
|
|
|
$
|
45.8
|
|
|
$
|
68.1
|
|
(
3
)
|
Acquisition of Shoal Creek Mine
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
30
|
Inventories
|
|
|
|
|
|
$
|
39.7
|
|
Property, plant, equipment and mine development
|
|
|
|
|
|
364.7
|
|
|
Current liabilities
|
|
|
|
|
|
(6.5
|
)
|
|
Asset retirement obligations
|
|
|
|
|
|
(10.5
|
)
|
|
Total purchase price
|
|
|
|
|
|
$
|
387.4
|
|
|
Successor
|
||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
||||
|
(Dollars in millions, except per share data)
|
||||||
Revenue
|
$
|
6,008.4
|
|
|
$
|
4,506.2
|
|
Income from continuing operations, net of income taxes
|
826.6
|
|
|
783.3
|
|
||
Basic earnings per share from continuing operations
|
$
|
5.84
|
|
|
$
|
4.37
|
|
Diluted earnings per share from continuing operations
|
$
|
5.75
|
|
|
$
|
4.33
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
31
|
(
4
)
|
Revenue Recognition
|
|
Successor
|
||||||||||||||||||||||||||
|
Year Ended December 31, 2018
|
||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern U.S. Mining
|
|
Western U.S. Mining
|
|
Seaborne Metallurgical Mining
|
|
Seaborne Thermal Mining
|
|
Corporate and Other
(1)
|
|
Consolidated
|
||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||
Thermal coal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Domestic
|
$
|
1,424.8
|
|
|
$
|
799.4
|
|
|
$
|
543.1
|
|
|
$
|
—
|
|
|
$
|
153.0
|
|
|
$
|
—
|
|
|
$
|
2,920.3
|
|
Export
|
—
|
|
|
1.3
|
|
|
22.1
|
|
|
—
|
|
|
945.0
|
|
|
—
|
|
|
968.4
|
|
|||||||
Total thermal
|
1,424.8
|
|
|
800.7
|
|
|
565.2
|
|
|
—
|
|
|
1,098.0
|
|
|
—
|
|
|
3,888.7
|
|
|||||||
Metallurgical coal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Export
|
—
|
|
|
—
|
|
|
—
|
|
|
1,548.6
|
|
|
—
|
|
|
—
|
|
|
1,548.6
|
|
|||||||
Total metallurgical
|
—
|
|
|
—
|
|
|
—
|
|
|
1,548.6
|
|
|
—
|
|
|
—
|
|
|
1,548.6
|
|
|||||||
Other
|
—
|
|
|
0.3
|
|
|
26.8
|
|
|
4.4
|
|
|
1.2
|
|
|
111.8
|
|
|
144.5
|
|
|||||||
Total revenues
|
$
|
1,424.8
|
|
|
$
|
801.0
|
|
|
$
|
592.0
|
|
|
$
|
1,553.0
|
|
|
$
|
1,099.2
|
|
|
$
|
111.8
|
|
|
$
|
5,581.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Successor
|
||||||||||||||||||||||||||
|
April 2 through December 31, 2017
|
||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern U.S. Mining
|
|
Western U.S. Mining
|
|
Seaborne Metallurgical Mining
|
|
Seaborne Thermal Mining
|
|
Corporate and Other
(1)
|
|
Consolidated
|
||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||
Thermal coal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Domestic
|
$
|
1,174.3
|
|
|
$
|
586.7
|
|
|
$
|
409.8
|
|
|
$
|
—
|
|
|
$
|
87.9
|
|
|
$
|
—
|
|
|
$
|
2,258.7
|
|
Export
|
—
|
|
|
5.3
|
|
|
19.2
|
|
|
—
|
|
|
684.1
|
|
|
—
|
|
|
708.6
|
|
|||||||
Total thermal
|
1,174.3
|
|
|
592.0
|
|
|
429.0
|
|
|
—
|
|
|
772.0
|
|
|
—
|
|
|
2,967.3
|
|
|||||||
Metallurgical coal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Export
|
—
|
|
|
—
|
|
|
—
|
|
|
1,221.0
|
|
|
—
|
|
|
—
|
|
|
1,221.0
|
|
|||||||
Total metallurgical
|
—
|
|
|
—
|
|
|
—
|
|
|
1,221.0
|
|
|
—
|
|
|
—
|
|
|
1,221.0
|
|
|||||||
Other
|
4.4
|
|
|
0.3
|
|
|
11.7
|
|
|
—
|
|
|
0.5
|
|
|
47.4
|
|
|
64.3
|
|
|||||||
Total revenues
|
$
|
1,178.7
|
|
|
$
|
592.3
|
|
|
$
|
440.7
|
|
|
$
|
1,221.0
|
|
|
$
|
772.5
|
|
|
$
|
47.4
|
|
|
$
|
4,252.6
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
32
|
|
Predecessor
|
||||||||||||||||||||||||||
|
January 1 through April 1, 2017
|
||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern U.S. Mining
|
|
Western U.S. Mining
|
|
Seaborne Metallurgical Mining
|
|
Seaborne Thermal Mining
|
|
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
|
|
|
35.3
|
|
|
56.1
|
|
|||||||
Total revenues
|
$
|
394.3
|
|
|
$
|
193.2
|
|
|
$
|
149.7
|
|
|
$
|
328.9
|
|
|
$
|
224.8
|
|
|
$
|
35.3
|
|
|
$
|
1,326.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Predecessor
|
||||||||||||||||||||||||||
|
Year Ended December 31, 2016
|
||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern U.S. Mining
|
|
Western U.S. Mining
|
|
Seaborne Metallurgical Mining
|
|
Seaborne Thermal Mining
|
|
Corporate and Other
(1)
|
|
Consolidated
|
||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||
Thermal coal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Domestic
|
$
|
1,472.5
|
|
|
$
|
793.4
|
|
|
$
|
516.1
|
|
|
$
|
—
|
|
|
$
|
108.1
|
|
|
$
|
—
|
|
|
$
|
2,890.1
|
|
Export
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
715.3
|
|
|
—
|
|
|
715.3
|
|
|||||||
Total thermal
|
1,472.5
|
|
|
793.4
|
|
|
516.1
|
|
|
—
|
|
|
823.4
|
|
|
—
|
|
|
3,605.4
|
|
|||||||
Metallurgical coal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Export
|
—
|
|
|
—
|
|
|
—
|
|
|
1,089.6
|
|
|
—
|
|
|
—
|
|
|
1,089.6
|
|
|||||||
Total metallurgical
|
—
|
|
|
—
|
|
|
—
|
|
|
1,089.6
|
|
|
—
|
|
|
—
|
|
|
1,089.6
|
|
|||||||
Other
|
0.8
|
|
|
(0.9
|
)
|
|
9.9
|
|
|
0.8
|
|
|
1.5
|
|
|
8.2
|
|
|
20.3
|
|
|||||||
Total revenues
|
$
|
1,473.3
|
|
|
$
|
792.5
|
|
|
$
|
526.0
|
|
|
$
|
1,090.4
|
|
|
$
|
824.9
|
|
|
$
|
8.2
|
|
|
$
|
4,715.3
|
|
|
Successor
|
||||||||||||||||||||||||||
|
Year Ended December 31, 2018
|
||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern U.S. Mining
|
|
Western U.S. Mining
|
|
Seaborne Metallurgical Mining
|
|
Seaborne Thermal Mining
|
|
Corporate and Other
(1)
|
|
Consolidated
|
||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||
One year or longer
|
$
|
1,283.9
|
|
|
$
|
775.4
|
|
|
$
|
531.8
|
|
|
$
|
1,036.7
|
|
|
$
|
799.5
|
|
|
$
|
—
|
|
|
$
|
4,427.3
|
|
Less than one year
|
140.9
|
|
|
25.3
|
|
|
33.4
|
|
|
511.9
|
|
|
298.5
|
|
|
—
|
|
|
1,010.0
|
|
|||||||
Other
(2)
|
—
|
|
|
0.3
|
|
|
26.8
|
|
|
4.4
|
|
|
1.2
|
|
|
111.8
|
|
|
144.5
|
|
|||||||
Total revenues
|
$
|
1,424.8
|
|
|
$
|
801.0
|
|
|
$
|
592.0
|
|
|
$
|
1,553.0
|
|
|
$
|
1,099.2
|
|
|
$
|
111.8
|
|
|
$
|
5,581.8
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
33
|
|
Successor
|
||||||||||||||||||||||||||
|
April 2 through December 31, 2017
|
||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern U.S. Mining
|
|
Western U.S. Mining
|
|
Seaborne Metallurgical Mining
|
|
Seaborne Thermal Mining
|
|
Corporate and Other
(1)
|
|
Consolidated
|
||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||
One year or longer
|
$
|
1,023.1
|
|
|
$
|
560.5
|
|
|
$
|
404.6
|
|
|
$
|
867.1
|
|
|
$
|
503.0
|
|
|
$
|
—
|
|
|
$
|
3,358.3
|
|
Less than one year
|
151.2
|
|
|
31.5
|
|
|
24.4
|
|
|
353.9
|
|
|
269.0
|
|
|
—
|
|
|
830.0
|
|
|||||||
Other
(2)
|
4.4
|
|
|
0.3
|
|
|
11.7
|
|
|
—
|
|
|
0.5
|
|
|
47.4
|
|
|
64.3
|
|
|||||||
Total revenues
|
$
|
1,178.7
|
|
|
$
|
592.3
|
|
|
$
|
440.7
|
|
|
$
|
1,221.0
|
|
|
$
|
772.5
|
|
|
$
|
47.4
|
|
|
$
|
4,252.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Predecessor
|
||||||||||||||||||||||||||
|
January 1 through April 1, 2017
|
||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern U.S. Mining
|
|
Western U.S. Mining
|
|
Seaborne Metallurgical Mining
|
|
Seaborne Thermal Mining
|
|
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
(2)
|
—
|
|
|
—
|
|
|
16.2
|
|
|
4.3
|
|
|
0.3
|
|
|
35.3
|
|
|
56.1
|
|
|||||||
Total revenues
|
$
|
394.3
|
|
|
$
|
193.2
|
|
|
$
|
149.7
|
|
|
$
|
328.9
|
|
|
$
|
224.8
|
|
|
$
|
35.3
|
|
|
$
|
1,326.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Predecessor
|
||||||||||||||||||||||||||
|
Year Ended December 31, 2016
|
||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern U.S. Mining
|
|
Western U.S. Mining
|
|
Seaborne Metallurgical Mining
|
|
Seaborne Thermal Mining
|
|
Corporate and Other
(1)
|
|
Consolidated
|
||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||
One year or longer
|
$
|
1,364.0
|
|
|
$
|
791.8
|
|
|
$
|
478.8
|
|
|
$
|
686.1
|
|
|
$
|
464.2
|
|
|
$
|
—
|
|
|
$
|
3,784.9
|
|
Less than one year
|
108.5
|
|
|
1.6
|
|
|
37.3
|
|
|
403.5
|
|
|
359.2
|
|
|
—
|
|
|
910.1
|
|
|||||||
Other
(2)
|
0.8
|
|
|
(0.9
|
)
|
|
9.9
|
|
|
0.8
|
|
|
1.5
|
|
|
8.2
|
|
|
20.3
|
|
|||||||
Total revenues
|
$
|
1,473.3
|
|
|
$
|
792.5
|
|
|
$
|
526.0
|
|
|
$
|
1,090.4
|
|
|
$
|
824.9
|
|
|
$
|
8.2
|
|
|
$
|
4,715.3
|
|
(1)
|
Corporate and Other revenue includes realized and unrealized gains and losses related to mark-to-market activity from economic hedge activities intended to hedge future coal sales. Refer to
Note 9. “Derivatives and Fair Value Measurements”
for additional information regarding the economic hedge activities.
|
(2)
|
Other includes revenues from arrangements such as customer contract-related payments, royalties related to coal lease agreements, sales agency commissions, farm income and property and facility rentals, for which contract duration is not meaningful.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
34
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Trade receivables, net
|
$
|
345.5
|
|
|
$
|
504.2
|
|
Miscellaneous receivables, net
|
104.9
|
|
|
47.9
|
|
||
Accounts receivable, net
|
$
|
450.4
|
|
|
$
|
552.1
|
|
(
5
)
|
Asset Impairment
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
35
|
(
6
)
|
Discontinued Operations
|
|
Successor
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Income (loss) from discontinued operations, net of income taxes
|
$
|
18.1
|
|
|
$
|
(19.8
|
)
|
$
|
(16.2
|
)
|
|
$
|
(57.6
|
)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Assets:
|
|
|
|
||||
Other current assets
|
$
|
—
|
|
|
$
|
0.3
|
|
Total assets classified as discontinued operations
|
$
|
—
|
|
|
$
|
0.3
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
54.0
|
|
|
$
|
70.6
|
|
Other noncurrent liabilities
|
141.1
|
|
|
170.0
|
|
||
Total liabilities classified as discontinued operations
|
$
|
195.1
|
|
|
$
|
240.6
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
36
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
37
|
(
7
)
|
Inventories
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Materials and supplies
|
$
|
118.1
|
|
|
$
|
101.5
|
|
Raw coal
|
53.6
|
|
|
78.1
|
|
||
Saleable coal
|
108.5
|
|
|
111.7
|
|
||
Inventories
|
$
|
280.2
|
|
|
$
|
291.3
|
|
(
8
)
|
Investments
|
|
|
|
Successor
|
Predecessor
|
|||||||||||||||||
|
Book Value at
|
|
Income from Equity Affiliates
|
||||||||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
Year Ended December 31, 2018
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||
Equity method investment and financing receivables related to Middlemount
|
$
|
45.0
|
|
|
$
|
82.1
|
|
|
$
|
(69.3
|
)
|
$
|
(48.6
|
)
|
$
|
(17.4
|
)
|
|
$
|
(22.6
|
)
|
Other equity method investments
|
0.9
|
|
|
1.7
|
|
|
1.2
|
|
(0.4
|
)
|
2.4
|
|
|
6.4
|
|
||||||
Total equity method investments and financing receivables related to Middlemount
|
$
|
45.9
|
|
|
$
|
83.8
|
|
|
$
|
(68.1
|
)
|
$
|
(49.0
|
)
|
$
|
(15.0
|
)
|
|
$
|
(16.2
|
)
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
38
|
(
9
)
|
Derivatives and Fair Value Measurements
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
39
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Asset Derivative
|
|
Liability Derivative
|
|
Asset Derivative
|
|
Liability Derivative
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Foreign currency option contracts
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
4.2
|
|
|
$
|
—
|
|
Coal contracts related to forecasted sales
|
6.6
|
|
|
(23.1
|
)
|
|
8.4
|
|
|
(46.1
|
)
|
||||
Coal trading contracts
|
59.7
|
|
|
(64.4
|
)
|
|
119.4
|
|
|
(126.7
|
)
|
||||
Total derivatives
|
67.5
|
|
|
(87.5
|
)
|
|
132.0
|
|
|
(172.8
|
)
|
||||
Effect of counterparty netting
|
(64.5
|
)
|
|
64.5
|
|
|
(125.2
|
)
|
|
125.2
|
|
||||
Variation margin posted
|
—
|
|
|
21.8
|
|
|
—
|
|
|
35.8
|
|
||||
Net derivatives and margin as classified in the balance sheets
|
$
|
3.0
|
|
|
$
|
(1.2
|
)
|
|
$
|
6.8
|
|
|
$
|
(11.8
|
)
|
|
|
Successor
|
||||||||||
|
|
Year Ended December 31, 2018
|
||||||||||
|
|
Total (loss) gain recognized in income
|
|
(Loss) gain realized in income on derivatives
|
|
Unrealized (loss) gain recognized in income on derivatives
|
||||||
Financial Instrument
|
|
|
|
|||||||||
|
|
(Dollars in millions)
|
||||||||||
Foreign currency option contracts
|
|
$
|
(9.1
|
)
|
|
$
|
(8.4
|
)
|
|
$
|
(0.7
|
)
|
Coal contracts related to forecasted sales
|
|
115.7
|
|
|
97.4
|
|
|
18.3
|
|
|||
Coal trading contracts
|
|
(2.9
|
)
|
|
(5.3
|
)
|
|
2.4
|
|
|||
Total
|
|
$
|
103.7
|
|
|
$
|
83.7
|
|
|
$
|
20.0
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
40
|
|
|
Successor
|
||||||||||
|
|
April 2 through December 31, 2017
|
||||||||||
|
|
Total gain (loss) recognized in income
|
|
Gain (loss) realized in income on derivatives
|
|
Unrealized (loss) gain recognized in income on derivatives
|
||||||
Financial Instrument
|
|
|
|
|||||||||
|
|
(Dollars in millions)
|
||||||||||
Foreign currency option contracts
|
|
$
|
1.8
|
|
|
$
|
3.3
|
|
|
$
|
(1.5
|
)
|
Coal contracts related to forecasted sales
|
|
12.1
|
|
|
35.1
|
|
|
(23.0
|
)
|
|||
Coal trading contracts
|
|
(1.6
|
)
|
|
(8.3
|
)
|
|
6.7
|
|
|||
Total
|
|
$
|
12.3
|
|
|
$
|
30.1
|
|
|
$
|
(17.8
|
)
|
|
|
Predecessor
|
||||||||||||||
|
|
January 1 through April 1, 2017
|
||||||||||||||
|
|
Total (loss) gain recognized in income
|
|
Gain (loss) realized in income on derivatives
|
|
Unrealized gain recognized in income on derivatives
|
|
Loss reclassified from other comprehensive loss into income
|
||||||||
Financial Instrument
|
|
|
||||||||||||||
|
|
(Dollars in millions)
|
||||||||||||||
Commodity swap contracts
|
|
$
|
(11.0
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(11.0
|
)
|
Foreign currency forward contracts
|
|
(16.6
|
)
|
|
—
|
|
|
—
|
|
|
(16.6
|
)
|
||||
Financial coal contracts - Company production
|
|
29.2
|
|
|
12.7
|
|
|
16.5
|
|
|
—
|
|
||||
Coal trading contracts
|
|
2.2
|
|
|
(11.3
|
)
|
|
13.5
|
|
|
—
|
|
||||
Total
|
|
$
|
3.8
|
|
|
$
|
1.4
|
|
|
$
|
30.0
|
|
|
$
|
(27.6
|
)
|
|
|
Predecessor
|
||||||||||||||||||
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
Financial Instrument
|
|
Total realized (loss) gain recognized in income
|
|
Gain realized in income on derivatives
|
|
Unrealized loss recognized in income on derivatives
|
|
Loss
reclassified
from other
comprehensive
income into
income
(effective
portion)
|
|
Loss
reclassified
from other
comprehensive
income into
income
(ineffective
portion)
|
||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||
Commodity swap contracts
|
|
$
|
(136.8
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(86.1
|
)
|
|
$
|
(50.7
|
)
|
Foreign currency forward contracts
|
|
(179.3
|
)
|
|
—
|
|
|
—
|
|
|
(145.6
|
)
|
|
(33.7
|
)
|
|||||
Coal contracts related to forecasted sales
|
|
5.6
|
|
|
45.4
|
|
|
(39.8
|
)
|
|
—
|
|
|
—
|
|
|||||
Coal trading contracts
|
|
(16.5
|
)
|
|
22.1
|
|
|
(38.6
|
)
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
(327.0
|
)
|
|
$
|
67.5
|
|
|
$
|
(78.4
|
)
|
|
$
|
(231.7
|
)
|
|
$
|
(84.4
|
)
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
41
|
|
December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Foreign currency option contracts
|
$
|
—
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
1.2
|
|
Coal contracts related to forecasted sales
|
—
|
|
|
(21.2
|
)
|
|
—
|
|
|
(21.2
|
)
|
||||
Coal trading contracts
|
—
|
|
|
21.8
|
|
|
—
|
|
|
21.8
|
|
||||
Equity securities
|
—
|
|
|
—
|
|
|
10.0
|
|
|
10.0
|
|
||||
Total net financial assets
|
$
|
—
|
|
|
$
|
1.8
|
|
|
$
|
10.0
|
|
|
$
|
11.8
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Foreign currency option contracts
|
$
|
—
|
|
|
$
|
4.2
|
|
|
$
|
—
|
|
|
$
|
4.2
|
|
Coal contracts related to forecasted sales
|
—
|
|
|
(40.2
|
)
|
|
—
|
|
|
(40.2
|
)
|
||||
Coal trading contracts
|
(3.0
|
)
|
|
34.0
|
|
|
—
|
|
|
31.0
|
|
||||
Total net financial liabilities
|
$
|
(3.0
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
—
|
|
|
$
|
(5.0
|
)
|
•
|
Foreign currency 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.
|
•
|
Coal contracts related to forecasted sales and coal trading contracts: 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.
|
•
|
Investments in equity securities are based on observed prices in an inactive market (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).
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
42
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying
Amount |
|
Estimated
Fair Value |
|
Carrying
Amount |
|
Estimated
Fair Value |
||||||||
|
(Dollars in millions)
|
||||||||||||||
Current and Long-term debt
|
$
|
1,367.0
|
|
|
$
|
1,366.2
|
|
|
$
|
1,460.8
|
|
|
$
|
1,547.4
|
|
|
Successor
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Beginning of period
|
$
|
—
|
|
|
$
|
(0.7
|
)
|
$
|
(1.1
|
)
|
|
$
|
(15.6
|
)
|
Transfers into Level 3
|
—
|
|
|
—
|
|
—
|
|
|
5.3
|
|
||||
Transfers out of Level 3
|
—
|
|
|
0.7
|
|
0.2
|
|
|
(0.4
|
)
|
||||
Total gains realized/unrealized:
|
|
|
|
|
|
|
||||||||
Included in earnings
|
(1.7
|
)
|
|
—
|
|
0.2
|
|
|
(2.4
|
)
|
||||
Purchases
|
10.0
|
|
|
—
|
|
—
|
|
|
—
|
|
||||
Sales
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
||||
Settlements
|
1.7
|
|
|
—
|
|
—
|
|
|
12.0
|
|
||||
End of period
|
$
|
10.0
|
|
|
$
|
—
|
|
$
|
(0.7
|
)
|
|
$
|
(1.1
|
)
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
43
|
|
Successor
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Changes in unrealized gains
(1)
|
$
|
—
|
|
|
$
|
—
|
|
$
|
0.3
|
|
|
$
|
—
|
|
(1)
|
Within the consolidated statements of operations and consolidated statements of comprehensive income for the periods presented, unrealized gains from Level 3 items are combined with unrealized gains and losses on positions classified in Level 1 or 2, as well as other positions that have been realized during the applicable periods.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
44
|
(
10
)
|
Intangible Contract Assets and Liabilities
|
|
December 31, 2018
|
||||||||||
|
(Dollars in millions)
|
||||||||||
|
Assets
|
|
Liabilities
|
|
Net Total
|
||||||
Coal supply agreements
|
$
|
70.9
|
|
|
$
|
(32.9
|
)
|
|
$
|
38.0
|
|
Take-or-pay contracts
|
—
|
|
|
(57.1
|
)
|
|
(57.1
|
)
|
|||
Total
|
$
|
70.9
|
|
|
$
|
(90.0
|
)
|
|
$
|
(19.1
|
)
|
|
|
|
|
|
|
||||||
Balance sheet classification:
|
|
|
|
|
|
||||||
Investments and other assets
|
$
|
70.9
|
|
|
$
|
—
|
|
|
$
|
70.9
|
|
Accounts payable and accrued expenses
|
—
|
|
|
(20.3
|
)
|
|
(20.3
|
)
|
|||
Other noncurrent liabilities
|
—
|
|
|
(69.7
|
)
|
|
(69.7
|
)
|
|||
Total
|
$
|
70.9
|
|
|
$
|
(90.0
|
)
|
|
$
|
(19.1
|
)
|
|
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
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
45
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Land and coal interests
|
$
|
4,148.8
|
|
|
$
|
3,890.5
|
|
Buildings and improvements
|
559.3
|
|
|
470.6
|
|
||
Machinery and equipment
|
1,456.3
|
|
|
1,149.3
|
|
||
Less: Accumulated depreciation, depletion and amortization
|
(957.4
|
)
|
|
(398.5
|
)
|
||
Property, plant, equipment and mine development, net
|
$
|
5,207.0
|
|
|
$
|
5,111.9
|
|
(
12
)
|
Income Taxes
|
|
Successor
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
U.S.
|
$
|
(43.4
|
)
|
|
$
|
10.4
|
|
$
|
2,408.7
|
|
|
$
|
(49.7
|
)
|
Non-U.S.
|
707.5
|
|
|
541.7
|
|
(2,868.0
|
)
|
|
(708.6
|
)
|
||||
Total
|
$
|
664.1
|
|
|
$
|
552.1
|
|
$
|
(459.3
|
)
|
|
$
|
(758.3
|
)
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
46
|
|
Successor
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Current:
|
|
|
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
(46.8
|
)
|
|
$
|
(101.4
|
)
|
$
|
(3.1
|
)
|
|
$
|
(12.4
|
)
|
Non-U.S.
|
29.8
|
|
|
40.4
|
|
8.3
|
|
|
14.4
|
|
||||
State
|
(0.1
|
)
|
|
(0.4
|
)
|
(6.7
|
)
|
|
0.5
|
|
||||
Total current
|
(17.1
|
)
|
|
(61.4
|
)
|
(1.5
|
)
|
|
2.5
|
|
||||
Deferred:
|
|
|
|
|
|
|
|
|
|
|||||
U.S. federal
|
30.4
|
|
|
(85.1
|
)
|
(101.0
|
)
|
|
(82.1
|
)
|
||||
Non-U.S.
|
5.7
|
|
|
(14.5
|
)
|
(160.4
|
)
|
|
(12.8
|
)
|
||||
State
|
(0.6
|
)
|
|
—
|
|
(0.9
|
)
|
|
(2.1
|
)
|
||||
Total deferred
|
35.5
|
|
|
(99.6
|
)
|
(262.3
|
)
|
|
(97.0
|
)
|
||||
Total income tax provision (benefit)
|
$
|
18.4
|
|
|
$
|
(161.0
|
)
|
$
|
(263.8
|
)
|
|
$
|
(94.5
|
)
|
|
Successor
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Expected income tax expense (benefit) at U.S. federal statutory rate
|
$
|
139.5
|
|
|
$
|
193.2
|
|
$
|
(160.8
|
)
|
|
$
|
(265.4
|
)
|
Changes in valuation allowance, income tax
|
(284.6
|
)
|
|
(744.9
|
)
|
(777.2
|
)
|
|
2,453.9
|
|
||||
Remeasurement due to the Tax Cuts and Jobs Act
|
9.5
|
|
|
473.5
|
|
—
|
|
|
—
|
|
||||
Reorganization costs
|
—
|
|
|
—
|
|
2,130.0
|
|
|
29.6
|
|
||||
Bad debt deduction
|
—
|
|
|
—
|
|
(1,639.6
|
)
|
|
—
|
|
||||
Worthless partnership
|
—
|
|
|
—
|
|
—
|
|
|
(2,204.4
|
)
|
||||
Changes in tax reserves
|
2.1
|
|
|
7.2
|
|
(9.2
|
)
|
|
2.3
|
|
||||
Excess depletion
|
(28.5
|
)
|
|
(40.4
|
)
|
(11.2
|
)
|
|
(37.2
|
)
|
||||
Foreign earnings provision differential
|
97.1
|
|
|
(26.3
|
)
|
158.2
|
|
|
27.5
|
|
||||
Global intangible low-taxed income
|
68.2
|
|
|
—
|
|
—
|
|
|
—
|
|
||||
Remeasurement of foreign income tax accounts
|
(0.2
|
)
|
|
(0.3
|
)
|
9.4
|
|
|
(2.0
|
)
|
||||
State income taxes, net of federal tax benefit
|
3.2
|
|
|
(3.1
|
)
|
40.6
|
|
|
(90.2
|
)
|
||||
Other, net
|
12.1
|
|
|
(19.9
|
)
|
(4.0
|
)
|
|
(8.6
|
)
|
||||
Total income tax provision (benefit)
|
$
|
18.4
|
|
|
$
|
(161.0
|
)
|
$
|
(263.8
|
)
|
|
$
|
(94.5
|
)
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
47
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
48
|
•
|
Repeal of the corporate AMT system: Existing AMT credits as of December 31, 2017 will be refunded over the next four years. The Company has determined that it will receive a refund of existing AMT credits of approximately
$91.1 million
. A valuation allowance of
$85.6 million
previously recorded against these credits was released during the period April 2 through December 31, 2017. During 2018, the IRS determined that the sequestration reduction would not apply to the AMT credit refunds and an additional tax benefit of
$5.5 million
valuation allowance release was recorded as a component of income tax expense from continuing operations. The Company’s accounting policy regarding the balance sheet presentation of the credits is to continue to reflect the balance as a deferred tax asset until the completion of the taxable year determining the credit, at which time the amount will be presented as a tax receivable.
|
•
|
Remeasurement of deferred tax assets and liabilities: Deferred tax assets and liabilities attributable to the U.S. were remeasured from
35%
to the reduced tax rate of
21%
. The Company recorded a provision of
$473.5 million
and an offsetting valuation allowance adjustment for the remeasurement for the period April 2 through December 31, 2017. The Company recorded an additional provision of
$9.5 million
during the year ended December 31, 2018 upon completion of the filing of both U.S. and foreign tax returns for the 2017 tax year and an offsetting valuation allowance.
|
•
|
Elimination of executive compensation exemptions: The Act made major changes to the
$1 million
limit on deductible compensation paid to certain “covered” employees. The Act eliminated exemptions for qualified performance based compensation and compensation paid after termination and expanded the number of employees to which the limit applies. The Company recorded a provision of
$0.5 million
and an offsetting valuation allowance adjustment for the impact of these changes for the period April 2 through December 31, 2017. This amount is equal to the elimination of deferred tax assets associated with deferred compensation amounts that will likely exceed the
$1 million
limit when paid and did not change as the assessment was finalized during the year ended December 31, 2018.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
49
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||
Tax loss carryforwards and credits
|
$
|
1,729.3
|
|
|
$
|
2,068.0
|
|
Property, plant, equipment and mine development, principally due to differences in depreciation, depletion and asset impairments
|
304.5
|
|
|
463.8
|
|
||
Accrued postretirement benefit obligations
|
139.5
|
|
|
194.2
|
|
||
Asset retirement obligations
|
47.2
|
|
|
30.6
|
|
||
Employee benefits
|
24.8
|
|
|
25.3
|
|
||
Take or pay obligations
|
17.1
|
|
|
27.2
|
|
||
Investments and other assets
|
82.7
|
|
|
137.2
|
|
||
Workers’ compensation obligations
|
6.2
|
|
|
6.4
|
|
||
Other
|
38.2
|
|
|
28.6
|
|
||
Total gross deferred tax assets
|
2,389.5
|
|
|
2,981.3
|
|
||
Valuation allowance, income tax
|
(2,094.3
|
)
|
|
(2,432.5
|
)
|
||
Total deferred tax assets
|
295.2
|
|
|
548.8
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Property, plant, equipment and mine development, principally due to differences in depreciation, depletion and asset impairments
|
203.4
|
|
|
353.3
|
|
||
Coal supply agreements
|
9.3
|
|
|
29.6
|
|
||
Investments and other assets
|
43.7
|
|
|
85.7
|
|
||
Total deferred tax liabilities
|
256.4
|
|
|
468.6
|
|
||
Net deferred tax asset
|
$
|
38.8
|
|
|
$
|
80.2
|
|
Deferred taxes are classified as follows:
|
|
|
|
|
|
||
Noncurrent deferred income tax asset
|
$
|
48.5
|
|
|
$
|
85.6
|
|
Noncurrent deferred income tax liability
|
(9.7
|
)
|
|
(5.4
|
)
|
||
Net deferred tax asset
|
$
|
38.8
|
|
|
$
|
80.2
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
50
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Deferred income taxes
|
$
|
13.0
|
|
|
$
|
10.9
|
|
Other noncurrent liabilities
|
1.0
|
|
|
1.8
|
|
||
Net unrecognized tax benefits
|
$
|
14.0
|
|
|
$
|
12.7
|
|
Gross unrecognized tax benefits
|
$
|
14.0
|
|
|
$
|
12.7
|
|
|
Successor
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Balance at beginning of period
|
$
|
12.7
|
|
|
$
|
12.5
|
|
$
|
20.1
|
|
|
$
|
22.9
|
|
Additions for current year tax positions
|
1.8
|
|
|
0.8
|
|
—
|
|
|
1.5
|
|
||||
Reductions for prior year tax positions
|
—
|
|
|
(0.5
|
)
|
(7.6
|
)
|
|
(2.8
|
)
|
||||
Reductions for settlements with tax authorities
|
(0.5
|
)
|
|
(0.1
|
)
|
—
|
|
|
(1.5
|
)
|
||||
Balance at end of period
|
$
|
14.0
|
|
|
$
|
12.7
|
|
$
|
12.5
|
|
|
$
|
20.1
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
51
|
|
Successor
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
U.S. — federal
|
$
|
(103.1
|
)
|
|
$
|
(11.2
|
)
|
$
|
—
|
|
|
$
|
(56.5
|
)
|
U.S. — state and local
|
(1.6
|
)
|
|
—
|
|
—
|
|
|
1.4
|
|
||||
Non-U.S.
|
40.7
|
|
|
10.4
|
|
5.5
|
|
|
15.0
|
|
||||
Total income tax (refunds) payments, net
|
$
|
(64.0
|
)
|
|
$
|
(0.8
|
)
|
$
|
5.5
|
|
|
$
|
(40.1
|
)
|
(
13
)
|
Accounts Payable and Accrued Expenses
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Trade accounts payable
|
$
|
281.7
|
|
|
$
|
388.0
|
|
Accrued payroll and related benefits
|
209.3
|
|
|
239.7
|
|
||
Other accrued expenses
|
184.9
|
|
|
197.7
|
|
||
Accrued taxes other than income
|
111.4
|
|
|
111.7
|
|
||
Accrued royalties
|
52.7
|
|
|
67.4
|
|
||
Asset retirement obligations
|
63.8
|
|
|
34.1
|
|
||
Income taxes payable
|
10.0
|
|
|
20.6
|
|
||
Accrued interest
|
15.7
|
|
|
15.5
|
|
||
Accrued health care insurance
|
10.0
|
|
|
10.6
|
|
||
Workers’ compensation obligations
|
7.0
|
|
|
7.6
|
|
||
Intangible take-or-pay contracts
|
20.3
|
|
|
27.6
|
|
||
Liabilities from coal trading activities
|
1.2
|
|
|
11.7
|
|
||
Liabilities associated with discontinued operations
|
54.0
|
|
|
70.6
|
|
||
Accounts payable and accrued expenses
|
$
|
1,022.0
|
|
|
$
|
1,202.8
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
52
|
(
14
)
|
Long-term Debt
|
|
December 31, 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
|
395.9
|
|
|
444.2
|
|
||
Capital lease and other obligations
|
40.0
|
|
|
76.0
|
|
||
Less: Debt issuance costs
|
(68.9
|
)
|
|
(59.4
|
)
|
||
|
1,367.0
|
|
|
1,460.8
|
|
||
Less: Current portion of long-term debt
|
36.5
|
|
|
42.1
|
|
||
Long-term debt
|
$
|
1,330.5
|
|
|
$
|
1,418.7
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
53
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
54
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
55
|
(
15
)
|
Leases
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
56
|
|
|
Capital
Leases
|
|
Operating
Leases
|
|
Coal Lease
and
Royalty
Obligations
|
||||||
Year Ending December 31,
|
|
|
|
|||||||||
|
|
(Dollars in millions)
|
||||||||||
2019
|
|
$
|
28.2
|
|
|
$
|
47.6
|
|
|
$
|
5.4
|
|
2020
|
|
8.0
|
|
|
27.6
|
|
|
5.5
|
|
|||
2021
|
|
0.4
|
|
|
15.9
|
|
|
5.6
|
|
|||
2022
|
|
0.4
|
|
|
11.8
|
|
|
5.4
|
|
|||
2023
|
|
0.5
|
|
|
12.1
|
|
|
5.5
|
|
|||
2024 and thereafter
|
|
8.8
|
|
|
12.1
|
|
|
36.2
|
|
|||
Total minimum lease payments
|
|
46.3
|
|
|
$
|
127.1
|
|
|
$
|
63.6
|
|
|
Less interest
|
|
6.3
|
|
|
|
|
|
|
|
|||
Present value of minimum capital lease payments
|
|
$
|
40.0
|
|
|
|
|
|
|
|
|
Successor
|
Predecessor
|
||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
||||||
|
(Dollars in millions)
|
|||||||||
Balance at beginning of period
|
$
|
691.1
|
|
|
$
|
664.2
|
|
$
|
758.8
|
|
Liabilities incurred or acquired
|
16.3
|
|
|
—
|
|
—
|
|
|||
Liabilities settled or disposed
|
(57.8
|
)
|
|
(65.2
|
)
|
(2.7
|
)
|
|||
Accretion expense
|
48.5
|
|
|
32.6
|
|
12.5
|
|
|||
Revisions to estimates
|
52.1
|
|
|
59.5
|
|
(104.4
|
)
|
|||
Balance at end of period
|
$
|
750.2
|
|
|
$
|
691.1
|
|
$
|
664.2
|
|
Less: Current portion (included in “Accounts payable and accrued expenses”)
|
63.8
|
|
|
34.1
|
|
31.1
|
|
|||
Noncurrent obligation (included in “Asset retirement obligations”)
|
$
|
686.4
|
|
|
$
|
657.0
|
|
$
|
633.1
|
|
Balance at end of period — active locations
|
$
|
671.8
|
|
|
$
|
612.9
|
|
$
|
540.1
|
|
Balance at end of period — closed or inactive locations
|
$
|
78.4
|
|
|
$
|
78.2
|
|
$
|
124.1
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
57
|
(
17
)
|
Postretirement Health Care and Life Insurance Benefits
|
|
Successor
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Service cost for benefits earned
|
$
|
8.2
|
|
|
$
|
6.9
|
|
$
|
2.3
|
|
|
$
|
10.4
|
|
Interest cost on accumulated postretirement benefit obligation
|
28.3
|
|
|
24.2
|
|
8.4
|
|
|
34.5
|
|
||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
(2.3
|
)
|
|
(9.2
|
)
|
||||
Amortization of actuarial loss
|
—
|
|
|
—
|
|
5.5
|
|
|
20.4
|
|
||||
Net actuarial gain
|
(128.4
|
)
|
|
(22.0
|
)
|
—
|
|
|
—
|
|
||||
Net periodic postretirement benefit cost
|
$
|
(91.9
|
)
|
|
$
|
9.1
|
|
$
|
13.9
|
|
|
$
|
56.1
|
|
|
Successor
|
Predecessor
|
||||||||
|
Year Ended December 31, 2018
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||
|
(Dollars in millions)
|
|||||||||
Net actuarial loss arising during year
|
$
|
—
|
|
$
|
—
|
|
|
$
|
32.3
|
|
Prior service credit arising during year
|
(51.7
|
)
|
—
|
|
|
—
|
|
|||
Amortization:
|
|
|
|
|
|
|
||||
Actuarial loss
|
—
|
|
(5.5
|
)
|
|
(20.4
|
)
|
|||
Prior service credit
|
—
|
|
2.3
|
|
|
9.2
|
|
|||
Settlement related to the Patriot bankruptcy:
|
|
|
|
|
||||||
Prior service credit
|
—
|
|
—
|
|
|
7.2
|
|
|||
Total recorded in “Accumulated other comprehensive income”
|
$
|
(51.7
|
)
|
$
|
(3.2
|
)
|
|
$
|
28.3
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
58
|
|
Successor
|
Predecessor
|
||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
||||||
|
(Dollars in millions)
|
|||||||||
Change in benefit obligation:
|
|
|
|
|
|
|||||
Accumulated postretirement benefit obligation at beginning of period
|
$
|
783.3
|
|
|
$
|
803.1
|
|
$
|
812.1
|
|
Service cost
|
8.2
|
|
|
6.9
|
|
2.3
|
|
|||
Interest cost
|
28.3
|
|
|
24.2
|
|
8.4
|
|
|||
Participant contributions
|
0.5
|
|
|
0.4
|
|
0.2
|
|
|||
Plan amendments
|
(51.7
|
)
|
|
—
|
|
—
|
|
|||
Benefits paid
|
(44.8
|
)
|
|
(29.3
|
)
|
(12.8
|
)
|
|||
Actuarial gain
|
(128.4
|
)
|
|
(22.0
|
)
|
—
|
|
|||
Fresh start reporting adjustments
|
—
|
|
|
—
|
|
(7.1
|
)
|
|||
Accumulated postretirement benefit obligation at end of period
|
595.4
|
|
|
783.3
|
|
803.1
|
|
|||
Change in plan assets:
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of period
|
—
|
|
|
—
|
|
—
|
|
|||
Employer contributions
|
59.3
|
|
|
28.9
|
|
12.6
|
|
|||
Participant contributions
|
0.5
|
|
|
0.4
|
|
0.2
|
|
|||
Benefits paid and administrative fees (net of Medicare Part D reimbursements)
|
(44.8
|
)
|
|
(29.3
|
)
|
(12.8
|
)
|
|||
Fair value of plan assets at end of period
|
15.0
|
|
|
—
|
|
—
|
|
|||
Funded status at end of period
|
(580.4
|
)
|
|
(783.3
|
)
|
(803.1
|
)
|
|||
Less: Current portion (included in “Accounts payable and accrued expenses”)
|
32.7
|
|
|
53.3
|
|
56.1
|
|
|||
Noncurrent obligation (included in “Accrued postretirement benefit costs”)
|
$
|
(547.7
|
)
|
|
$
|
(730.0
|
)
|
$
|
(747.0
|
)
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
59
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||
Discount rate
|
4.35
|
%
|
|
3.70
|
%
|
Measurement date
|
December 31, 2018
|
|
|
December 31, 2017
|
|
|
Successor
|
Predecessor
|
||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||
Discount rate
|
3.70
|
%
|
|
4.10
|
%
|
4.15
|
%
|
|
4.50
|
%
|
Measurement date
|
December 31, 2017
|
|
|
April 1, 2017
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
Year Ended December 31,
|
||||
|
2018
|
|
2017
|
||
Pre-Medicare:
|
|
|
|
||
Health care cost trend rate assumed for next year
|
6.55
|
%
|
|
7.00
|
%
|
Rate to which the cost trend is assumed to decline (the ultimate trend rate)
|
4.75
|
%
|
|
4.75
|
%
|
Year that the rate reaches the ultimate trend rate
|
2023
|
|
|
2023
|
|
|
|
|
|
||
Post-Medicare:
|
|
|
|
||
Health care cost trend rate assumed for next year
|
6.15
|
%
|
|
6.50
|
%
|
Rate to which the cost trend is assumed to decline (the ultimate trend rate)
|
4.75
|
%
|
|
4.75
|
%
|
Year that the rate reaches the ultimate trend rate
|
2023
|
|
|
2023
|
|
|
One Percentage-
Point Increase
|
|
One Percentage-
Point Decrease
|
||||
|
(Dollars in millions)
|
||||||
Effect on total service and interest cost components
|
$
|
2.9
|
|
|
$
|
(2.6
|
)
|
Effect on total postretirement benefit obligation
|
$
|
50.2
|
|
|
$
|
(45.7
|
)
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
60
|
|
December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Cash funds
|
$
|
15.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.0
|
|
Total assets at fair value
|
$
|
15.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.0
|
|
|
Postretirement
|
||
|
Benefits
|
||
|
(Dollars in millions)
|
||
2019
|
$
|
43.4
|
|
2020
|
45.3
|
|
|
2021
|
46.6
|
|
|
2022
|
45.8
|
|
|
2023
|
44.5
|
|
|
Years 2024-2028
|
205.9
|
|
|
Successor
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Service cost for benefits earned
|
$
|
2.3
|
|
|
$
|
1.6
|
|
$
|
0.6
|
|
|
$
|
2.5
|
|
Interest cost on projected benefit obligation
|
31.4
|
|
|
28.0
|
|
9.7
|
|
|
41.5
|
|
||||
Expected return on plan assets
|
(42.8
|
)
|
|
(33.5
|
)
|
(11.0
|
)
|
|
(45.3
|
)
|
||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
0.1
|
|
|
0.3
|
|
||||
Amortization of net actuarial losses
|
—
|
|
|
—
|
|
6.3
|
|
|
24.7
|
|
||||
Settlement charge
|
—
|
|
|
2.1
|
|
—
|
|
|
—
|
|
||||
Net actuarial loss (gain)
|
4.2
|
|
|
(23.5
|
)
|
—
|
|
|
—
|
|
||||
Net periodic pension (benefit) cost
|
$
|
(4.9
|
)
|
|
$
|
(25.3
|
)
|
$
|
5.7
|
|
|
$
|
23.7
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
61
|
|
Predecessor
|
||||||
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||
|
(Dollars in millions)
|
||||||
Net actuarial loss arising during period
|
$
|
—
|
|
|
$
|
6.6
|
|
Amortization:
|
|
|
|
|
|
||
Net actuarial loss
|
(6.3
|
)
|
|
(24.7
|
)
|
||
Prior service cost
|
(0.1
|
)
|
|
(0.3
|
)
|
||
Total recorded in “Accumulated other comprehensive income”
|
$
|
(6.4
|
)
|
|
$
|
(18.4
|
)
|
|
Successor
|
Predecessor
|
||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
||||||
|
(Dollars in millions)
|
|||||||||
Change in benefit obligation:
|
|
|
|
|
|
|||||
Projected benefit obligation at beginning of period
|
$
|
874.6
|
|
|
$
|
936.4
|
|
$
|
959.3
|
|
Service cost
|
2.3
|
|
|
1.6
|
|
0.6
|
|
|||
Interest cost
|
31.4
|
|
|
28.0
|
|
9.7
|
|
|||
Benefits paid
|
(55.1
|
)
|
|
(45.3
|
)
|
(15.0
|
)
|
|||
Actuarial (gain) loss
|
(57.3
|
)
|
|
25.3
|
|
—
|
|
|||
Settlement
|
—
|
|
|
(71.4
|
)
|
—
|
|
|||
Fresh start reporting adjustments
|
—
|
|
|
—
|
|
(18.2
|
)
|
|||
Projected benefit obligation at end of period
|
795.9
|
|
|
874.6
|
|
936.4
|
|
|||
Change in plan assets:
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of period
|
776.6
|
|
|
783.1
|
|
773.0
|
|
|||
Actual return on plan assets
|
(18.7
|
)
|
|
80.1
|
|
25.1
|
|
|||
Employer contributions
|
62.0
|
|
|
30.1
|
|
—
|
|
|||
Benefits paid
|
(55.1
|
)
|
|
(45.3
|
)
|
(15.0
|
)
|
|||
Settlement
|
—
|
|
|
(71.4
|
)
|
—
|
|
|||
Fair value of plan assets at end of period
|
764.8
|
|
|
776.6
|
|
783.1
|
|
|||
Funded status at end of period
|
$
|
(31.1
|
)
|
|
$
|
(98.0
|
)
|
$
|
(153.3
|
)
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
|
|
||||
Noncurrent obligation (included in “Other noncurrent liabilities”)
|
$
|
(31.1
|
)
|
|
$
|
(98.0
|
)
|
$
|
(153.3
|
)
|
Net amount recognized
|
$
|
(31.1
|
)
|
|
$
|
(98.0
|
)
|
$
|
(153.3
|
)
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
62
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||
Discount rate
|
4.35
|
%
|
|
3.70
|
%
|
Measurement date
|
December 31, 2018
|
|
|
December 31, 2017
|
|
|
Successor
|
Predecessor
|
||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||
Discount rate
|
3.70
|
%
|
|
4.10
|
%
|
4.15
|
%
|
|
4.55
|
%
|
Expected long-term return on plan assets
|
5.65
|
%
|
|
5.90
|
%
|
5.90
|
%
|
|
6.00
|
%
|
Measurement date
|
December 31, 2017
|
|
|
April 1, 2017
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
63
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
64
|
|
December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Corporate bonds
|
$
|
—
|
|
|
$
|
466.1
|
|
|
$
|
—
|
|
|
$
|
466.1
|
|
U.S. government securities
|
181.5
|
|
|
17.4
|
|
|
—
|
|
|
198.9
|
|
||||
International government securities
|
—
|
|
|
12.4
|
|
|
—
|
|
|
12.4
|
|
||||
Commercial paper
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
||||
Cash funds
|
38.4
|
|
|
—
|
|
|
—
|
|
|
38.4
|
|
||||
Real estate interests
|
—
|
|
|
—
|
|
|
6.2
|
|
|
6.2
|
|
||||
Total assets at fair value
|
$
|
219.9
|
|
|
$
|
498.0
|
|
|
$
|
6.2
|
|
|
724.1
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assets measured at net asset value practical expedient
(1)
|
|
|
|
|
|
|
|
||||||||
Private mutual funds
|
|
|
|
|
|
|
40.7
|
|
|||||||
Total plan assets
|
|
|
|
|
|
|
$
|
764.8
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
65
|
|
December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Mutual funds
|
$
|
108.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
108.0
|
|
Corporate bonds
|
—
|
|
|
291.1
|
|
|
—
|
|
|
291.1
|
|
||||
U.S. government securities
|
7.5
|
|
|
21.8
|
|
|
—
|
|
|
29.3
|
|
||||
International government securities
|
—
|
|
|
17.7
|
|
|
—
|
|
|
17.7
|
|
||||
Cash funds
|
30.8
|
|
|
—
|
|
|
—
|
|
|
30.8
|
|
||||
Real estate interests
|
—
|
|
|
—
|
|
|
11.8
|
|
|
11.8
|
|
||||
Total assets at fair value
|
$
|
146.3
|
|
|
$
|
330.6
|
|
|
$
|
11.8
|
|
|
488.7
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assets measured at net asset value practical expedient
(1)
|
|
|
|
|
|
|
|
||||||||
Private mutual funds
|
|
|
|
|
|
|
180.4
|
|
|||||||
Common collective trusts
|
|
|
|
|
|
|
107.5
|
|
|||||||
|
|
|
|
|
|
|
287.9
|
|
|||||||
Total plan assets
|
|
|
|
|
|
|
$
|
776.6
|
|
(1)
|
In accordance with Accounting Standards Update 2015-07, investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the total value of assets of the plans.
|
|
Successor
|
Predecessor
|
||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
||||||
|
(Dollars in millions)
|
|||||||||
Balance, beginning of period
|
$
|
11.8
|
|
|
$
|
13.8
|
|
$
|
14.1
|
|
Realized gains
|
2.6
|
|
|
—
|
|
0.6
|
|
|||
Unrealized (losses) gains relating to investments still held at the reporting date
|
(2.6
|
)
|
|
2.2
|
|
(0.6
|
)
|
|||
Purchases, sales and settlements, net
|
(5.6
|
)
|
|
(4.2
|
)
|
(0.3
|
)
|
|||
Balance, end of period
|
$
|
6.2
|
|
|
$
|
11.8
|
|
$
|
13.8
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
66
|
|
Pension Benefits
|
||
|
(Dollars in millions)
|
||
2019
|
$
|
56.8
|
|
2020
|
58.4
|
|
|
2021
|
59.4
|
|
|
2022
|
58.9
|
|
|
2023
|
58.2
|
|
|
Years 2024-2028
|
274.5
|
|
(
19
)
|
Stockholders’ Equity
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
67
|
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
||
|
(In millions)
|
||||
Shares outstanding at the beginning of the period
|
105.2
|
|
|
70.9
|
|
Shares issued for preferred share conversions
|
25.5
|
|
|
33.8
|
|
Shares issued for warrant conversions
|
—
|
|
|
6.2
|
|
Shares issued for vested restricted stock units
|
0.7
|
|
|
0.1
|
|
Shares issued for disputed claims
|
0.1
|
|
|
—
|
|
Shares repurchased
|
(21.1
|
)
|
|
(5.8
|
)
|
Shares outstanding at the end of the period
|
110.4
|
|
|
105.2
|
|
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
||
|
(In millions)
|
||||
Shares outstanding at the beginning of the period
|
13.5
|
|
|
30.0
|
|
Shares converted to Common Stock
|
(13.5
|
)
|
|
(17.2
|
)
|
Shares issued for payable in-kind preferred stock dividends
|
—
|
|
|
0.7
|
|
Shares outstanding at the end of the period
|
—
|
|
|
13.5
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
68
|
(
20
)
|
Share-Based Compensation
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
69
|
|
Successor
|
||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
||||
|
(Dollars in millions)
|
||||||
Share-based compensation expense
|
$
|
34.9
|
|
|
$
|
21.8
|
|
Tax benefit
|
—
|
|
|
—
|
|
||
Share-based compensation expense, net of tax benefit
|
$
|
34.9
|
|
|
$
|
21.8
|
|
|
|
|
|
||||
Cash received upon the exercise of stock options and from employee stock purchases
|
—
|
|
|
—
|
|
||
Write-off tax benefits related to share-based compensation
|
—
|
|
|
—
|
|
|
Year Ended December 31, 2018
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||
Nonvested at December 31, 2017
|
3,513,953
|
|
|
$
|
22.04
|
|
Granted
|
476,815
|
|
|
38.19
|
|
|
Vested
|
(1,218,644
|
)
|
|
22.20
|
|
|
Forfeited
|
(131,037
|
)
|
|
23.82
|
|
|
Nonvested at December 31, 2018
|
2,641,087
|
|
|
$
|
24.87
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
70
|
|
Year Ended December 31, 2018
|
|
Weighted
Average
Remaining Contractual Life
|
||
Nonvested at December 31, 2017
|
—
|
|
|
—
|
|
Granted
|
206,630
|
|
|
|
|
Forfeited
|
—
|
|
|
|
|
Vested
|
—
|
|
|
|
|
Nonvested at December 31, 2018
|
206,630
|
|
|
2.0
|
|
|
Year Ended December 31, 2018
|
|
Risk-free interest rate
|
2.24
|
%
|
Expected volatility
|
57.75
|
%
|
Dividend yield
|
—
|
%
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
71
|
|
Predecessor
|
||||||
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||
|
(Dollars in millions)
|
||||||
Share-based compensation expense - equity classified awards
|
$
|
1.9
|
|
|
$
|
11.3
|
|
Share-based compensation expense - liability classified awards
|
—
|
|
|
1.5
|
|
||
Total share-based compensation expense
|
1.9
|
|
|
12.8
|
|
||
Tax benefit
|
—
|
|
|
—
|
|
||
Share-based compensation expense, net of tax benefit
|
$
|
1.9
|
|
|
$
|
12.8
|
|
|
|
|
|
||||
Cash received upon the exercise of stock options and from employee stock purchases
|
—
|
|
|
—
|
|
||
Write-off tax benefits related to share-based compensation
|
—
|
|
|
—
|
|
(
21
)
|
Accumulated Other Comprehensive Income (Loss)
|
|
Foreign
Currency
Translation
Adjustment
|
|
Net
Actuarial Loss
Associated with
Postretirement
Plans and
Workers’
Compensation
Obligations
|
|
Prior Service
Credit (Cost) Associated
with
Postretirement
Plans
|
|
Cash Flow
Hedges
|
|
Total
Accumulated
Other
Comprehensive Income (Loss)
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Predecessor Company
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2015
|
$
|
(146.4
|
)
|
|
$
|
(263.8
|
)
|
|
$
|
31.8
|
|
|
$
|
(240.5
|
)
|
|
$
|
(618.9
|
)
|
Reclassification from other comprehensive income to earnings
|
—
|
|
|
21.0
|
|
|
(5.6
|
)
|
|
146.3
|
|
|
161.7
|
|
|||||
Current period change
|
(1.8
|
)
|
|
(13.5
|
)
|
|
(4.5
|
)
|
|
—
|
|
|
(19.8
|
)
|
|||||
December 31, 2016
|
(148.2
|
)
|
|
(256.3
|
)
|
|
21.7
|
|
|
(94.2
|
)
|
|
(477.0
|
)
|
|||||
Reclassification from other comprehensive income to earnings
|
—
|
|
|
5.8
|
|
|
(1.4
|
)
|
|
18.6
|
|
|
23.0
|
|
|||||
Current period change
|
5.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
|||||
Fresh start reporting adjustment
|
142.7
|
|
|
250.5
|
|
|
(20.3
|
)
|
|
75.6
|
|
|
448.5
|
|
|||||
April 1, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Successor Company
|
|
|
|
|
|
|
|
|
|
||||||||||
Current period change
|
1.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|||||
December 31, 2017
|
1.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|||||
Current period change
|
(5.9
|
)
|
|
—
|
|
|
44.6
|
|
|
—
|
|
|
38.7
|
|
|||||
December 31, 2018
|
$
|
(4.5
|
)
|
|
$
|
—
|
|
|
$
|
44.6
|
|
|
$
|
—
|
|
|
$
|
40.1
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
72
|
|
|
Amount reclassified from accumulated other comprehensive income
(1)
|
|
|
||||||
|
|
Predecessor
|
|
|
||||||
Details about accumulated other comprehensive loss components
|
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
|
Affected line item in the consolidated statement of operations
|
||||
|
(Dollars in millions)
|
|
|
|||||||
Net actuarial loss associated with postretirement plans and workers’ compensation obligations:
|
|
|
|
|
|
|
||||
Postretirement health care and life insurance benefits
|
|
$
|
(5.5
|
)
|
|
$
|
(20.4
|
)
|
|
Net periodic benefit costs, excluding service cost
|
Defined benefit pension plans
|
|
(6.3
|
)
|
|
(24.7
|
)
|
|
Net periodic benefit costs, excluding service cost
|
||
Workers’ compensation amortization
|
|
2.7
|
|
|
11.7
|
|
|
Net periodic benefit costs, excluding service cost
|
||
|
|
(9.1
|
)
|
|
(33.4
|
)
|
|
Total before income taxes
|
||
|
|
3.3
|
|
|
12.4
|
|
|
Income tax benefit
|
||
|
|
$
|
(5.8
|
)
|
|
$
|
(21.0
|
)
|
|
Total after income taxes
|
|
|
|
|
|
|
|
||||
Prior service credit (cost) associated with postretirement plans:
|
|
|
|
|
|
|
||||
Postretirement health care and life insurance benefits
|
|
$
|
2.3
|
|
|
$
|
9.2
|
|
|
Net periodic benefit costs, excluding service cost
|
Defined benefit pension plans
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
Net periodic benefit costs, excluding service cost
|
||
|
|
2.2
|
|
|
8.9
|
|
|
Total before income taxes
|
||
|
|
(0.8
|
)
|
|
(3.3
|
)
|
|
Income tax provision
|
||
|
|
$
|
1.4
|
|
|
$
|
5.6
|
|
|
Total after income taxes
|
|
|
|
|
|
|
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign currency cash flow hedge contracts
|
|
$
|
(16.6
|
)
|
|
$
|
(145.6
|
)
|
|
Operating costs and expenses
|
Fuel and explosives commodity swaps
|
|
(11.0
|
)
|
|
(86.1
|
)
|
|
Operating costs and expenses
|
||
Insignificant items
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
|
||
|
|
(27.7
|
)
|
|
(232.2
|
)
|
|
Total before income taxes
|
||
|
|
9.1
|
|
|
85.9
|
|
|
Income tax benefit
|
||
|
|
$
|
(18.6
|
)
|
|
$
|
(146.3
|
)
|
|
Total after income taxes
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
73
|
(
22
)
|
Other Events
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
74
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
75
|
(
23
)
|
Earnings per Share (EPS)
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
76
|
|
Successor
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(In millions, except per share amounts)
|
|||||||||||||
EPS numerator:
|
|
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, net of income taxes
|
$
|
645.7
|
|
|
$
|
713.1
|
|
$
|
(195.5
|
)
|
|
$
|
(663.8
|
)
|
Less: Series A Convertible Preferred Stock dividends
|
102.5
|
|
|
179.5
|
|
—
|
|
|
—
|
|
||||
Less: Net income attributable to noncontrolling interests
|
16.9
|
|
|
15.2
|
|
4.8
|
|
|
7.9
|
|
||||
Income (loss) from continuing operations attributable to common stockholders, before allocation of earnings to participating securities
|
526.3
|
|
|
518.4
|
|
(200.3
|
)
|
|
(671.7
|
)
|
||||
Less: Earnings allocated to participating securities
|
7.9
|
|
|
129.0
|
|
—
|
|
|
—
|
|
||||
Income (loss) from continuing operations attributable to common stockholders, after allocation of earnings to participating securities
(1)
|
518.4
|
|
|
389.4
|
|
(200.3
|
)
|
|
(671.7
|
)
|
||||
Income (loss) from discontinued operations, net of income taxes
|
18.1
|
|
|
(19.8
|
)
|
(16.2
|
)
|
|
(57.6
|
)
|
||||
Less: Income (loss) from discontinued operations allocated to participating securities
|
0.3
|
|
|
(4.9
|
)
|
—
|
|
|
—
|
|
||||
Income (loss) from discontinued operations attributable to common stockholders, after allocation of earnings to participating securities
|
17.8
|
|
|
(14.9
|
)
|
(16.2
|
)
|
|
(57.6
|
)
|
||||
Net income (loss) attributable to common stockholders, after allocation of earnings to participating securities
(1)
|
$
|
536.2
|
|
|
$
|
374.5
|
|
$
|
(216.5
|
)
|
|
$
|
(729.3
|
)
|
|
|
|
|
|
|
|
||||||||
EPS denominator:
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding — basic
|
119.3
|
|
|
101.1
|
|
18.3
|
|
|
18.3
|
|
||||
Impact of dilutive securities
|
1.7
|
|
|
1.4
|
|
—
|
|
|
—
|
|
||||
Weighted average shares outstanding — diluted
(2)
|
121.0
|
|
|
102.5
|
|
18.3
|
|
|
18.3
|
|
||||
|
|
|
|
|
|
|
||||||||
Basic EPS attributable to common stockholders:
|
|
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
4.35
|
|
|
$
|
3.85
|
|
$
|
(10.93
|
)
|
|
$
|
(36.72
|
)
|
Income (loss) from discontinued operations
|
0.15
|
|
|
(0.15
|
)
|
(0.88
|
)
|
|
(3.15
|
)
|
||||
Net income (loss) attributable to common stockholders
|
$
|
4.50
|
|
|
$
|
3.70
|
|
$
|
(11.81
|
)
|
|
$
|
(39.87
|
)
|
|
|
|
|
|
|
|
||||||||
Diluted EPS attributable to common stockholders:
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
4.28
|
|
|
$
|
3.81
|
|
$
|
(10.93
|
)
|
|
$
|
(36.72
|
)
|
Income (loss) from discontinued operations
|
0.15
|
|
|
(0.14
|
)
|
(0.88
|
)
|
|
(3.15
|
)
|
||||
Net income (loss) attributable to common stockholders
|
$
|
4.43
|
|
|
$
|
3.67
|
|
$
|
(11.81
|
)
|
|
$
|
(39.87
|
)
|
(1)
|
The reallocation adjustment for participating securities to arrive at the numerator to calculate diluted EPS was
$0.1 million
and
$1.2 million
for the year ended
December 31, 2018
and the period
April 2 through December 31, 2017
, respectively.
|
(2)
|
The two-class method assumes that participating securities are not exercised or converted. As such, weighted average diluted shares outstanding excluded
2.1 million
shares and
33.5 million
shares related to the participating securities for the year ended
December 31, 2018
and the period
April 2 through December 31, 2017
, respectively.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
77
|
Mine
|
|
Current Agreement Expiration Date
|
|
|
|
U.S.
|
|
|
Kayenta
(1)
|
|
September 2019
|
Shoal Creek
(2)
|
|
April 2021
|
Australia
|
|
|
Owner-operated mines:
|
|
|
Wambo Open-Cut
(3)
|
|
December 2018
|
Wambo Underground
(3)
|
|
March 2021
|
North Goonyella
(4)
|
|
December 2018
|
Metropolitan
(5)
|
|
January 2021
|
Millennium
(6)
|
|
March 2019
|
Wilpinjong
(7)
|
|
May 2020
|
Coppabella
(8)
|
|
June 2021
|
Moorvale
(9)
|
|
June 2020
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
78
|
(1)
|
Hourly workers at the Company’s Kayenta Mine in Arizona are represented by the UMWA under the Western Surface Agreement, which is effective through September 16, 2019. This agreement covers approximately
7%
of the Company’s U.S. subsidiaries’ hourly employees, who generated approximately
4%
of the Company’s U.S. production during the year ended
December 31, 2018
.
|
(2)
|
Hourly workers at the Company’s Shoal Creek Mine in Alabama are represented by the UMWA under the Shoal Creek Wage Agreement, which is effective through April 1, 2021. This agreement covers approximately
9%
of the Company’s U.S. subsidiaries’ hourly employees. The Company acquired the Shoal Creek Mine on December 3, 2018, as further described in Note 3. “Acquisition of Shoal Creek Mine”.
|
(3)
|
Employees of the Wambo Open-Cut Mine operate under a separate enterprise agreement which expired in December 2018. Negotiations for a new agreement are progressing as planned with only a few outstanding matters to be negotiated. Negotiations are expected to conclude in the first quarter of 2019. There were no wage increases over the three-year term of the current labor agreement.
Employees of the Company's Wambo Underground Mine operate under a separate labor agreement.
That new agreement will expire in March 2021. There have been no disruptions in the mine’s operations during the negotiations. The Wambo coal handling and preparation plant hourly employees are under a separate labor agreement that expired in December 2018. The Company negotiated a new three-year agreement with employees in December 2018, which is currently going through an approval process with the Fair Work Commission. Hourly employees of these mines comprise approximately
23%
of the Company’s Australian subsidiaries’ hourly employees, who generated approximately
18%
of the Company’s Australian production during the year ended
December 31, 2018
.
|
(4)
|
Employees of the North Goonyella Mine operate under a separate labor agreement which expired in December 2018. Negotiations for an extension of the existing agreement until December 2019 are progressing and are expected to conclude in the first quarter of 2019. Hourly employees of this mine comprise approximately
8%
of the Company’s Australian subsidiaries’ hourly employees, who generated approximately
5%
of the Company’s Australian production during the year ended
December 31, 2018
.
|
(5)
|
Employees of the Company’s Metropolitan Mine operate under a separate labor agreement, which expires in January 2021. There is also a deputy labor agreement which expired in September 2015. The parties have concluded negotiations in December 2018 for a new three-year agreement and is awaiting approval from the Fair Work Commission. There have been no disruptions to the mine’s operations as a result of the negotiations. Hourly employees of this mine comprise approximately
12%
of the Company’s Australian subsidiaries’ hourly employees, who generated approximately
6%
of the Company’s Australian production during the year ended
December 31, 2018
.
|
(6)
|
The existing two-year labor agreement for Millennium Mine expires in March 2019. The negotiations for an extension of the current agreement through the end of 2019 will commence in the first quarter of 2019. Hourly employees of this mine comprise approximately
1%
of the Company’s Australian subsidiaries’ hourly employees, who generated approximately
6%
of the Company’s Australian production during the year ended
December 31, 2018
.
|
(7)
|
In May 2017, the Company entered into a new three-year labor agreement for Wilpinjong Mine which expires in May 2020. The new agreement has minimal wage increases. Hourly employees of this mine comprise approximately
23%
of the Company’s Australian subsidiaries’ hourly employees, who generated approximately
48%
of the Company’s Australian production during the year ended
December 31, 2018
.
|
(8)
|
Employees of the Company’s Coppabella Mine operate under a separate enterprise agreement. The Company successfully negotiated a new three-year term agreement that will expire in June 2021. There were no disruptions to the mine’s operations as a result of the negotiations. Hourly employees of this mine comprise approximately
20%
of the Company’s Australian subsidiaries’ hourly employees, who generated approximately
9%
of the Company’s Australian production during the year ended
December 31, 2018
.
|
(9)
|
Employees of the Company’s Moorvale Mine operate on individual contracts underpinned by a non-union enterprise agreement. Employees are managed according to their individual contracts rather than the enterprise agreement. In July 2017, all employees signed a memorandum of understanding agreeing to a rollover of the existing enterprise agreement until June 2020. The Moorvale coal handling and preparation plant hourly employees operate under a separate labor agreement which expires in October 2019. Negotiations for a new agreement will commence in the third quarter of 2019. Hourly employees of this mine comprise approximately
14%
of the Company’s Australian subsidiaries’ hourly employees, who generated approximately
7%
of the Company’s Australian production during the year ended
December 31, 2018
.
|
(
25
)
|
Financial Instruments, Guarantees With Off-Balance-Sheet Risk and Other Guarantees
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
79
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
80
|
(
26
)
|
Commitments and Contingencies
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
81
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
82
|
(
27
)
|
Summary of Quarterly Financial Information (Unaudited)
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
Successor
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(In millions, except per share data)
|
||||||||||||||
Revenues
|
$
|
1,462.7
|
|
|
$
|
1,309.4
|
|
|
$
|
1,412.6
|
|
|
$
|
1,397.1
|
|
Operating profit
|
239.2
|
|
|
165.3
|
|
|
130.3
|
|
|
126.8
|
|
||||
Income from continuing operations, net of income taxes
|
208.3
|
|
|
120.0
|
|
|
83.9
|
|
|
233.5
|
|
||||
Net income
|
207.0
|
|
|
116.4
|
|
|
79.8
|
|
|
260.6
|
|
||||
Net income attributable to common stockholders
|
106.6
|
|
|
113.7
|
|
|
71.5
|
|
|
252.6
|
|
||||
Basic EPS — continuing operations
(1)
|
$
|
0.84
|
|
|
$
|
0.94
|
|
|
$
|
0.64
|
|
|
$
|
1.99
|
|
Diluted EPS — continuing operations
(1)
|
$
|
0.83
|
|
|
$
|
0.93
|
|
|
$
|
0.63
|
|
|
$
|
1.97
|
|
Weighted average shares used in calculating basic EPS
|
120.9
|
|
|
124.5
|
|
|
118.6
|
|
|
113.1
|
|
||||
Weighted average shares used in calculating diluted EPS
|
123.2
|
|
|
126.0
|
|
|
120.3
|
|
|
114.7
|
|
(1)
|
EPS for the quarters may not sum to the amounts for the year as each period is computed on a discrete basis.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
83
|
|
Year Ended December 31, 2017
|
|||||||||||||||||
|
Predecessor
|
Successor
|
||||||||||||||||
|
First Quarter
|
|
April 1
|
April 2 through June 30
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||||
|
(In millions, except per share data)
|
|||||||||||||||||
Revenues
|
$
|
1,326.2
|
|
|
$
|
—
|
|
$
|
1,258.3
|
|
|
$
|
1,477.2
|
|
|
$
|
1,517.1
|
|
Operating profit
|
212.5
|
|
|
—
|
|
152.6
|
|
|
209.5
|
|
|
301.7
|
|
|||||
Income (loss) from continuing operations, net of income taxes
|
124.3
|
|
|
(319.8
|
)
|
101.4
|
|
|
233.7
|
|
|
378.0
|
|
|||||
Net income (loss)
|
120.2
|
|
|
(331.9
|
)
|
98.7
|
|
|
230.0
|
|
|
364.6
|
|
|||||
Net income (loss) attributable to common stockholders
|
115.4
|
|
|
(331.9
|
)
|
(20.2
|
)
|
|
201.4
|
|
|
317.4
|
|
|||||
Basic EPS — continuing operations
(1)
|
$
|
6.46
|
|
|
$
|
(17.44
|
)
|
$
|
(0.18
|
)
|
|
$
|
1.51
|
|
|
$
|
2.50
|
|
Diluted EPS — continuing operations
(1)
|
$
|
6.44
|
|
|
$
|
(17.44
|
)
|
$
|
(0.18
|
)
|
|
$
|
1.49
|
|
|
$
|
2.47
|
|
Weighted average shares used in calculating basic EPS
|
18.3
|
|
|
18.3
|
|
96.8
|
|
|
101.6
|
|
|
104.8
|
|
|||||
Weighted average shares used in calculating diluted EPS
|
18.4
|
|
|
18.3
|
|
96.8
|
|
|
103.1
|
|
|
106.5
|
|
(1)
|
EPS for the quarters may not sum to the amounts for the year as each period is computed on a discrete basis.
|
(
28
)
|
Segment and Geographic Information
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
84
|
|
Successor
|
||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining |
|
Western
U.S. Mining |
|
Seaborne Metallurgical Mining
|
|
Seaborne Thermal Mining
|
|
Corporate
and Other |
|
Consolidated
|
||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||
Revenues
|
$
|
1,424.8
|
|
|
$
|
801.0
|
|
|
$
|
592.0
|
|
|
$
|
1,553.0
|
|
|
$
|
1,099.2
|
|
|
$
|
111.8
|
|
|
$
|
5,581.8
|
|
Adjusted EBITDA
|
284.5
|
|
|
145.2
|
|
|
145.4
|
|
|
441.4
|
|
|
452.0
|
|
|
(89.2
|
)
|
|
1,379.3
|
|
|||||||
Additions to property, plant, equipment and mine development
|
81.0
|
|
|
46.6
|
|
|
13.9
|
|
|
88.7
|
|
|
66.6
|
|
|
4.2
|
|
|
301.0
|
|
|||||||
Federal coal lease expenditures
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||||
Income from equity affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68.1
|
)
|
|
(68.1
|
)
|
|
Successor
|
||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining |
|
Western
U.S. Mining |
|
Seaborne Metallurgical Mining
|
|
Seaborne Thermal Mining
|
|
Corporate
and Other |
|
Consolidated
|
||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||
Revenues
|
$
|
1,178.7
|
|
|
$
|
592.3
|
|
|
$
|
440.7
|
|
|
$
|
1,221.0
|
|
|
$
|
772.5
|
|
|
$
|
47.4
|
|
|
$
|
4,252.6
|
|
Adjusted EBITDA
|
278.8
|
|
|
124.4
|
|
|
131.8
|
|
|
414.9
|
|
|
306.6
|
|
|
(111.2
|
)
|
|
1,145.3
|
|
|||||||
Additions to property, plant, equipment and mine development
|
32.6
|
|
|
21.7
|
|
|
13.8
|
|
|
56.0
|
|
|
39.2
|
|
|
3.3
|
|
|
166.6
|
|
|||||||
Income from equity affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49.0
|
)
|
|
(49.0
|
)
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
85
|
|
Predecessor
|
||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining |
|
Western
U.S. Mining |
|
Seaborne Metallurgical Mining
|
|
Seaborne Thermal Mining
|
|
Corporate
and Other |
|
Consolidated
|
||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||
Revenues
|
$
|
394.3
|
|
|
$
|
193.2
|
|
|
$
|
149.7
|
|
|
$
|
328.9
|
|
|
$
|
224.8
|
|
|
$
|
35.3
|
|
|
$
|
1,326.2
|
|
Adjusted EBITDA
|
91.7
|
|
|
50.0
|
|
|
50.0
|
|
|
109.6
|
|
|
75.6
|
|
|
(35.6
|
)
|
|
341.3
|
|
|||||||
Additions to property, plant, equipment and mine development
|
19.3
|
|
|
2.8
|
|
|
3.1
|
|
|
5.2
|
|
|
2.3
|
|
|
0.1
|
|
|
32.8
|
|
|||||||
Federal coal lease expenditures
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||||
Income from equity affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.0
|
)
|
|
(15.0
|
)
|
|
Predecessor
|
||||||||||||||||||||||||||
|
Powder River Basin Mining
|
|
Midwestern
U.S. Mining |
|
Western
U.S. Mining |
|
Seaborne Metallurgical Mining
|
|
Seaborne Thermal Mining
|
|
Corporate
and Other |
|
Consolidated
|
||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||
Revenues
|
$
|
1,473.3
|
|
|
$
|
792.5
|
|
|
$
|
526.0
|
|
|
$
|
1,090.4
|
|
|
$
|
824.9
|
|
|
$
|
8.2
|
|
|
$
|
4,715.3
|
|
Adjusted EBITDA
|
379.9
|
|
|
217.3
|
|
|
101.6
|
|
|
(16.3
|
)
|
|
217.6
|
|
|
(368.1
|
)
|
|
532.0
|
|
|||||||
Additions to property, plant, equipment and mine development
|
33.0
|
|
|
18.7
|
|
|
20.8
|
|
|
29.9
|
|
|
22.1
|
|
|
2.1
|
|
|
126.6
|
|
|||||||
Federal coal lease expenditures
|
248.4
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
249.0
|
|
|||||||
Income from equity affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.2
|
)
|
|
(16.2
|
)
|
|
Successor
|
||||||||||||||
|
U.S. Thermal Mining
|
|
Seaborne Mining
|
|
Corporate
and Other |
|
Consolidated
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Total assets
|
$
|
3,481.7
|
|
|
$
|
2,044.6
|
|
|
$
|
1,897.4
|
|
|
$
|
7,423.7
|
|
Property, plant, equipment and mine development, net
|
3,180.4
|
|
|
1,661.3
|
|
|
365.3
|
|
|
5,207.0
|
|
|
Successor
|
||||||||||||||
|
U.S. Thermal Mining
|
|
Seaborne Mining
|
|
Corporate
and Other |
|
Consolidated
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Total assets
|
$
|
3,846.5
|
|
|
$
|
2,339.6
|
|
|
$
|
1,995.1
|
|
|
$
|
8,181.2
|
|
Property, plant, equipment and mine development, net
|
3,361.0
|
|
|
1,501.7
|
|
|
249.2
|
|
|
5,111.9
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
86
|
|
Predecessor
|
||||||||||||||
|
U.S. Thermal Mining
|
|
Seaborne Mining
|
|
Corporate
and Other |
|
Consolidated
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Total assets
|
$
|
4,255.9
|
|
|
$
|
5,402.2
|
|
|
$
|
2,119.6
|
|
|
$
|
11,777.7
|
|
Property, plant, equipment and mine development, net
|
3,970.6
|
|
|
3,905.8
|
|
|
900.3
|
|
|
8,776.7
|
|
|
Successor
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(Dollars in millions)
|
|||||||||||||
Income (loss) from continuing operations, net of income taxes
|
$
|
645.7
|
|
|
$
|
713.1
|
|
$
|
(195.5
|
)
|
|
$
|
(663.8
|
)
|
Depreciation, depletion and amortization
|
679.0
|
|
|
521.6
|
|
119.9
|
|
|
465.4
|
|
||||
Asset retirement obligation expenses
|
53.0
|
|
|
41.2
|
|
14.6
|
|
|
41.8
|
|
||||
Selling and administrative expenses related to debt restructuring
|
—
|
|
|
—
|
|
—
|
|
|
21.5
|
|
||||
Asset impairment
|
—
|
|
|
—
|
|
30.5
|
|
|
247.9
|
|
||||
Provision for North Goonyella equipment loss
|
66.4
|
|
|
—
|
|
—
|
|
|
—
|
|
||||
Changes in deferred tax asset valuation allowance and reserves and amortization of basis difference related to equity affiliates
|
(18.3
|
)
|
|
(17.3
|
)
|
(5.2
|
)
|
|
(7.5
|
)
|
||||
Interest expense
|
149.3
|
|
|
119.7
|
|
32.9
|
|
|
298.6
|
|
||||
Loss on early debt extinguishment
|
2.0
|
|
|
20.9
|
|
—
|
|
|
29.5
|
|
||||
Interest income
|
(33.6
|
)
|
|
(5.6
|
)
|
(2.7
|
)
|
|
(5.7
|
)
|
||||
Net mark-to-market adjustment on actuarially determined liabilities
|
(125.5
|
)
|
|
(45.2
|
)
|
—
|
|
|
—
|
|
||||
Reorganization items, net
|
(12.8
|
)
|
|
—
|
|
627.2
|
|
|
159.0
|
|
||||
Gain on disposal of reclamation liability
|
—
|
|
|
(31.2
|
)
|
—
|
|
|
—
|
|
||||
Gain on disposal of Burton Mine assets
|
—
|
|
|
(52.2
|
)
|
—
|
|
|
—
|
|
||||
Break fees related to terminated asset sales
|
—
|
|
|
(28.0
|
)
|
—
|
|
|
—
|
|
||||
Unrealized (gains) losses on economic hedges
|
(18.3
|
)
|
|
23.0
|
|
(16.6
|
)
|
|
39.8
|
|
||||
Unrealized losses on non-coal trading derivative contracts
|
0.7
|
|
|
1.5
|
|
—
|
|
|
—
|
|
||||
Fresh start coal inventory revaluation
|
—
|
|
|
67.3
|
|
—
|
|
|
—
|
|
||||
Fresh start take-or-pay contract-based intangible recognition
|
(26.7
|
)
|
|
(22.5
|
)
|
—
|
|
|
—
|
|
||||
Income tax provision (benefit)
|
18.4
|
|
|
(161.0
|
)
|
(263.8
|
)
|
|
(94.5
|
)
|
||||
Total Adjusted EBITDA
|
$
|
1,379.3
|
|
|
$
|
1,145.3
|
|
$
|
341.3
|
|
|
$
|
532.0
|
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
87
|
|
Successor
|
Predecessor
|
||||||||
|
Year Ended December 31, 2018
|
|
April 2 through December 31, 2017
|
January 1 through April 1, 2017
|
|
Year Ended December 31, 2016
|
||||
U.S.
|
47.8
|
%
|
|
48.9
|
%
|
55.2
|
%
|
|
54.7
|
%
|
Japan
|
10.1
|
%
|
|
11.7
|
%
|
11.4
|
%
|
|
6.9
|
%
|
Taiwan
|
8.1
|
%
|
|
8.7
|
%
|
5.7
|
%
|
|
4.6
|
%
|
Australia
|
6.6
|
%
|
|
5.3
|
%
|
4.2
|
%
|
|
4.2
|
%
|
India
|
6.2
|
%
|
|
6.7
|
%
|
2.7
|
%
|
|
3.0
|
%
|
China
|
5.9
|
%
|
|
7.5
|
%
|
5.6
|
%
|
|
5.4
|
%
|
South Korea
|
3.1
|
%
|
|
1.1
|
%
|
0.5
|
%
|
|
1.5
|
%
|
Other
|
12.2
|
%
|
|
10.1
|
%
|
14.7
|
%
|
|
19.7
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
100.0
|
%
|
|
100.0
|
%
|
(
29
)
|
Subsequent Events
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
88
|
Description
|
|
Balance at
Beginning of Period |
|
Charged to
Costs and Expenses |
|
Charged to Other Accounts
|
|
Deductions
(1)
|
|
Other
|
|
Balance
at End of Period |
||||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||||||
Successor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advance royalty recoupment reserve
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
Reserve for materials and supplies
|
|
0.6
|
|
|
0.5
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
0.2
|
|
||||||
Allowance for doubtful accounts
|
|
4.6
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
||||||
Tax valuation allowances
|
|
2,432.5
|
|
|
(275.0
|
)
|
|
—
|
|
|
—
|
|
|
(63.2
|
)
|
(6)
|
2,094.3
|
|
||||||
April 2 through December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Advance royalty recoupment reserve
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Reserve for materials and supplies
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
0.6
|
|
||||||
Allowance for doubtful accounts
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
||||||
Tax valuation allowances
|
|
3,288.4
|
|
|
(744.9
|
)
|
|
—
|
|
|
—
|
|
|
(111.0
|
)
|
(5)
|
2,432.5
|
|
||||||
Predecessor
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
January 1 through April 1, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advance royalty recoupment reserve
|
|
$
|
7.8
|
|
|
$
|
—
|
|
|
$
|
(7.4
|
)
|
(4)
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Reserve for materials and supplies
|
|
5.6
|
|
|
0.5
|
|
|
(6.1
|
)
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Allowance for doubtful accounts
|
|
13.1
|
|
|
—
|
|
|
(12.8
|
)
|
(4)
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
||||||
Tax valuation allowances
|
|
4,037.5
|
|
|
(777.2
|
)
|
|
28.1
|
|
(4)
|
—
|
|
|
—
|
|
|
3,288.4
|
|
||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Advance royalty recoupment reserve
|
|
$
|
8.3
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
(1.0
|
)
|
(2)
|
$
|
—
|
|
|
$
|
7.8
|
|
Reserve for materials and supplies
|
|
4.7
|
|
|
4.3
|
|
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
5.6
|
|
||||||
Allowance for doubtful accounts
|
|
6.6
|
|
|
7.9
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
13.1
|
|
||||||
Tax valuation allowances
|
|
1,614.1
|
|
|
2,453.9
|
|
|
—
|
|
|
—
|
|
|
(30.5
|
)
|
(3)
|
4,037.5
|
|
(1)
|
Reserves utilized, unless otherwise indicated.
|
(2)
|
Deductions to advance royalty recoupment reserve represents the termination of federal and state leases.
|
(3)
|
Includes the impact of the decrease in Australian dollar exchange rates.
|
(4)
|
Fresh start reporting adjustments.
|
(5)
|
Release of valuation allowance primarily related to carrybacks of U.S. net operating losses.
|
(6)
|
Includes the impact of the decrease in Australian dollar exchange rates, partially offset by the impact of final attribute reduction adjustments in the U.S.
|
Peabody Energy Corporation
|
2018 Form 10-K
|
F-
89
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
2.1
|
|
|
2.2
|
|
|
2.3
|
|
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4†
|
|
|
4.5
|
|
|
4.6†
|
|
|
10.1
|
|
Federal Coal Lease WYW0321779: North Antelope/Rochelle Mine (Incorporated by reference to Exhibit 10.3 of the Registrant’s Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
|
10.2
|
|
Federal Coal Lease WYW119554: North Antelope/Rochelle Mine (Incorporated by reference to Exhibit 10.4 of the Registrant’s Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
|
10.3
|
|
Federal Coal Lease WYW5036: Rawhide Mine (Incorporated by reference to Exhibit 10.5 of the Registrant’s Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
|
10.4
|
|
Federal Coal Lease WYW3397: Caballo Mine (Incorporated by reference to Exhibit 10.6 of the Registrant’s Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
|
10.5
|
|
Federal Coal Lease WYW83394: Caballo Mine (Incorporated by reference to Exhibit 10.7 of the Registrant’s Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
|
10.6
|
|
Federal Coal Lease WYW136142 (Incorporated by reference to Exhibit 10.8 of Amendment No. 1 to the Registrant’s Form S-4 Registration Statement No. 333-59073, filed September 8, 1998).
|
10.7
|
|
Royalty Prepayment Agreement by and among Peabody Natural Resources Company, Gallo Finance Company and Chaco Energy Company, dated September 30, 1998 (incorporated by reference to Exhibit 10.9 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998).
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
|
10.21
|
|
|
10.22
|
|
|
10.23*
|
|
|
10.24*
|
|
|
10.25*
|
|
|
10.26*
|
|
|
10.27*
|
|
|
10.28*
|
|
|
10.29*
|
|
|
10.30*
|
|
|
10.31*
|
|
|
10.32*†
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.33*
|
|
|
10.34*
|
|
|
10.35
|
|
|
10.36
|
|
|
10.37
|
|
|
10.38
|
|
|
10.39
|
|
|
10.40
|
|
|
10.41
|
|
|
10.42
|
|
|
10.43
|
|
|
10.44
|
|
|
10.45
|
|
|
10.46
|
|
|
10.47
|
|
|
10.48
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.49
|
|
|
10.50
|
|
|
10.51
|
|
|
10.52
|
|
|
10.53
|
|
|
10.54
|
|
|
10.55
|
|
|
10.56
|
|
|
10.57
|
|
|
10.58
|
|
|
10.59
|
|
|
10.60
|
|
|
10.61
|
|
|
10.62
|
|
|
10.63
|
|
Exhibit No.
|
|
Description of Exhibit
|
10.64
|
|
|
10.65*
|
|
|
10.66
|
|
|
10.67
|
|
|
10.68*
|
|
|
10.69*
|
|
|
10.70*
|
|
|
10.71*
|
|
|
10.72
|
|
|
10.73†
|
|
|
10.74†
|
|
|
21†
|
|
|
23.1†
|
|
|
23.2†
|
|
|
23.3†
|
|
|
31.1†
|
|
|
31.2†
|
|
|
32.1†
|
|
|
32.2†
|
|
|
95†
|
|
|
101†
|
|
Interactive Data File (Form 10-K for the year ended December 31, 2018 filed in XBRL). The financial information contained in the XBRL-related documents is “unaudited” and “unreviewed.”
|
*
|
These exhibits constitute all management contracts, compensatory plans and arrangements required to be filed as an exhibit to this form pursuant to Item 15(a)(3) and 15(b) of this report.
|
|
|
†
|
Filed herewith.
|
1.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
2.
|
AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article X thereof.
|
3.
|
NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees, Security Documents or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
|
4.
|
NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
|
5.
|
COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this instrument as to the parties hereto and may be used in lieu of the original instrument for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
|
6.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
7.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.
|
8.
|
RATIFICATION OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
|
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/ Shawn Goffinet
|
Name: Shawn Goffinet
|
Title: Assistant Vice President
|
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/ Shawn Goffinet
|
Name: Shawn Goffinet
|
Title: Assistant Vice President
|
1.
|
Purpose and Background
. The purpose of the Plan is to assist certain Company officers and executives in making a successful transition upon termination of employment by the Company without Cause, or by the officer or executive for Good Reason (as such terms are defined in the Plan). The Company previously adopted the 2015 Amended and Restated Executive Severance Plan, which was a prior version of the Plan. Effective as of January 1, 2019, the 2015 Amended and Restated Executive Severance Plan will no longer be in effect and is superseded and completely replaced by this 2019 Executive Severance Plan.
|
2.
|
Definitions
. For purposes of this Plan, the following words and phrases have the meanings specified below:
|
2.1
|
“
Administrator
” has the meaning set forth in Section 3.
|
2.2
|
“
Base Salary
” means the annual base salary rate of a Participant as of the last day of his or her employment with the Company.
|
2.3
|
“
Board
” means the Board of Directors of the Company.
|
2.4
|
“
Bonus
” means the actual annual cash incentive awards paid to a Participant for a particular performance year.
|
2.5
|
“
Cause
” has the meaning set forth in Section 4.1.
|
2.6
|
“
Change in Control
” means the occurrence of any one or more of the following: (a) any corporation, person or other entity (other than the Company, a majority-owned subsidiary of the Company or any of its subsidiaries, or an employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries), including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the beneficial owner of stock representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities; (b) there is consummated (i) a merger, consolidation, plan of arrangement, reorganization or similar transaction or series of transactions in which the Company is involved, other than such a transaction or series of transactions which would result in the shareholders of the Company immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity (or the parent, if any) outstanding immediately after such transaction(s) in substantially the same proportions as their ownership immediately prior to such transaction(s); (ii) a sale or other disposition of all or substantially all of the Company’s assets; or (iii) approval by the Company’s
|
2.7
|
“
COBRA
” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and any successor thereto.
|
2.8
|
“
Code
” means the U.S. Internal Revenue Code of 1986, as amended, and any successor thereto. References to a particular section of the Code include references to regulations and rulings thereunder and to successor provisions.
|
2.9
|
“
Committee
” means the Compensation Committee of the Board.
|
2.10
|
“
Company
” means Peabody Energy Corporation, and any successor.
|
2.11
|
“
Continuation Benefits
” has the meaning set forth in Section 7.2.
|
2.12
|
“
Disability
” means a mental or physical illness that entitles a Participant to receive benefits under the long-term disability plan of the Company or any of its subsidiaries, or if the Participant is not covered by such a plan or the Participant is not an employee of the Company or any of its subsidiaries, a mental or physical illness that renders the Participant totally and permanently incapable of performing the Participant’s duties for the Company or any of its subsidiaries. Notwithstanding the foregoing, a Disability shall not qualify under this Plan if it is the result of (a) a willfully self-inflicted injury or willfully self-induced sickness, or (b) an injury or disease contracted, suffered, or incurred while participating in a felony criminal offense.
|
2.13
|
“
Eligible Executive
” has the meaning set forth in Section 4.
|
2.14
|
“
Good Reason
” has the meaning set forth in Section 4.2.
|
2.15
|
“
Long-Term Incentive Awards
” means equity-based compensation awards under the Company’s equity incentive plan(s).
|
2.16
|
“
Participant
” has the meaning set forth in Section 4.
|
2.17
|
“
Participation Agreement
” means a Participation Agreement substantially in the form attached hereto as Exhibit A.
|
2.18
|
“
Plan
” means this Peabody Energy Corporation 2019 Executive Severance Plan, as described in this document and as amended or amended and restated from time to time.
|
2.19
|
“
Pro Rata Bonus
” has the meaning set forth in Section 7.1.
|
2.20
|
“
Qualifying Termination
” has the meaning set forth in Section 4.
|
2.21
|
“
Reference Bonus
” means the average of the Bonus (including any deferred Bonus) paid to the Participant for the three (3) calendar years preceding the year of the Participant’s termination of employment; or, if the Participant has not been employed long enough to have been paid a Bonus for such three (3) calendar years, the average of the Bonus (including any deferred Bonus) paid to the Participant for the number of full calendar years the Participant was employed by the Company; or, if the Participant has been employed less than one full calendar year (or has not yet been paid a Bonus for a full calendar year), the target Bonus opportunity (including any deferred target Bonus opportunity) for the Participant on an annualized basis.
|
2.22
|
“
Release
” has the meaning set forth in Section 8.
|
2.23
|
“
Severance Payment
” has the meaning set forth in Section 7.1.
|
2.24
|
“
Severance Period
” means, with respect to each Participant, a number of full and/or partial years beginning on the date the Participant’s employment is terminated, which number shall be equal to the number by which under the terms of this Plan the Participant’s Base Salary is multiplied for purposes of calculating the Participant’s Severance Payment pursuant to Section 7.1.
|
3.
|
Administration
. The Plan shall be administered by the Committee, except that (a) for purposes of the participation of the Company’s Chief Executive Officer (“
CEO
”) in the Plan, the Plan shall be administered by the Committee and the other independent members of the Board established as a special committee of the Board for this purpose and (b) for purposes of Section 14, the Plan may be administered by the Committee or a person or persons appointed from time to time by the Committee, as determined by the Committee, which appointment may be revoked at any time by the Committee (as applicable, the “
Administrator
”). Subject to the provisions of the Plan, the Administrator shall have exclusive authority to interpret and administer the Plan, to establish appropriate rules relating to the Plan, to delegate some or all of its authority under the Plan to the extent permitted by law, and to take all such steps and make all such determinations in connection with the Plan and the benefits granted pursuant to the Plan as it may deem necessary or advisable. Any reasonable decision of the Administrator in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned.
|
4.
|
Eligibility; Certain Conditions to Payment
. Eligibility under the Plan is limited to certain executives and officers of the Company who are employed in full-time positions in the Company’s businesses located in the U.S. (“
Eligible Executives
”). The Administrator in its sole discretion will, from time to time, select those Eligible Executives who will participate from time to time in the Plan (“
Participants
”) and will notify the Participants of such participation. Subject to the provisions of this Plan, Participants shall receive the Severance Payment and Continuation Benefits described in this Plan if the Participant’s employment with the Company is terminated (a) by the Company for a reason other than Cause, Disability or death, or (b) by the Participant for Good Reason (any such termination, a “
Qualifying Termination
”). The provisions of this Plan shall not apply to any officer or executive who is covered by a written employment, change in control or severance agreement. In addition, a Participant who is, immediately prior to the effective date of this Plan, participating in the 2015 Amended and Restated Executive Severance Plan as a “Participant” under such plan will be considered a “
Grandfathered Participant
” for certain purposes under this Plan as described herein.
|
4.1
|
Cause
. For purposes of this Plan, the term “
Cause
” means:
|
(a)
|
any willful fraud, dishonesty or misconduct of the Participant that can reasonably be expected to have a detrimental effect on (i) the reputation or business of the Company or any of its subsidiaries or affiliates or (ii) the Participant’s reputation or performance of his or her duties to the Company or any of its subsidiaries or affiliates;
|
(b)
|
willful refusal or failure of the Participant to comply with the Company’s Code of Business Conduct and Ethics, the Company’s Anti-Corruption and Bribery policy or any other material corporate policy of the Company;
|
(c)
|
the Participant’s willful or repeated failure to meet documented performance objectives or to perform his or her duties or to follow reasonable and lawful directives of his or her manager;
|
(d)
|
the Participant’s conviction of, or plea of guilty or
nolo contendere
to (i) any felony; or (ii) any other criminal charge that may reasonably be expected to have a material detrimental effect on the reputation or business of the Company or any of its subsidiaries or affiliates; or
|
(e)
|
the Participant’s willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, whether or not related to the Participant’s employment with the Company, after being instructed to cooperate by the Chairman and/or CEO or by the Board, or the willful destruction of or willful failure to preserve documents or other material known to be relevant to any such investigation;
|
4.2
|
Good Reason
. For purposes of this Plan, the term “
Good Reason
” means the occurrence, without the Participant’s consent, of any one or more of the following events:
|
(a)
|
a material reduction (other than a reduction that generally affects all similarly-situated executives that does not exceed ten percent (10%) in one year or twenty percent (20%) in the aggregate over three (3) consecutive years) by the Company in the Participant’s Base Salary from that in effect immediately prior to the reduction (in which event the Severance Payment shall be calculated based on the Participant’s Base Salary in effect immediately prior to any such reduction);
|
(b)
|
a material reduction, other than a reduction that generally affects all similarly-situated executives, by the Company in the Participant’s target or maximum Bonus opportunity or in the Participant’s target or maximum annual Long Term Incentive Awards opportunity from those in effect immediately prior to any such reduction (in which event any portion of the Severance Payment that relates to Bonus shall be calculated based on the Bonus in effect immediately prior to any such reduction);
|
(c)
|
relocation, other than through mutual agreement in writing between the Company and Participant or a secondment or temporary relocation for a reasonably finite period of time, of the Participant’s primary office by more than 50 miles from the location of the Participant’s primary office as of the date the Participant becomes a Participant in the Plan;
|
(d)
|
any material diminution or material adverse change in the Participant’s duties or responsibilities as they exist as of the date the Participant becomes a Participant in the Plan; or
|
(e)
|
any modification or amendment of this Plan within two (2) years following a Change in Control that decreases the Severance Payment payable to any Participant or that makes any provision materially less favorable for any Participant;
|
5.
|
Equity Awards
. This Plan does not alter or amend any vesting or other terms and conditions of the any Long-Term Incentive Awards, which shall be governed by the terms and conditions set forth in the equity incentive plan(s) and separate written grant agreements.
|
6.
|
Notice
. The Company or any Participant may terminate the Participant’s employment at any time for any reason by delivery of notice to the other party at least the number of days in advance of the date of termination as set forth below in the table in Section 7.1;
provided
, that if the Company terminates the Participant’s employment for Cause under Section 4.1, no advance written notice is required; and
provided
,
further
, that no communication, statement or announcement shall be considered to constitute notice of termination of the Participant’s employment unless it is in writing and specifically recites that it is a notice of termination for purposes of this Plan.
|
7.
|
Severance Payment and Continuation Benefits
.
|
7.1
|
Severance Payment
. Subject to the provisions of this Plan, if the Participant experiences a Qualifying Termination, the Company, as severance, shall pay to the Participant an amount (the “
Severance Payment
”) as determined by the following table.
|
Participant
|
Severance Payment
|
Notice Period
|
#1. CEO (only in the event of a Qualifying Termination that occurs within two (2) years following a Change in Control)
|
1. Two and one-half (2 ½) times the Participant’s Base Salary.
2. Two and one-half (2 ½) times the Reference Bonus.
3. An amount equal to the product of (A) the Bonus actually earned by the Participant (if any) for the year in which the Qualifying Termination occurs, multiplied by (B) a fraction (in no case greater than 1) the numerator of which is the number of days from (and including) the first day of the applicable performance period for such Bonus through (and including) the date of such Qualifying Termination and the denominator of which is the total number of days in the applicable performance period for such Bonus (such amount, the “
Pro Rata Bonus
”).
4. Two and one-half (2 ½) times six percent (6%) of the Participant’s Base Salary.
|
90 days
|
#2. CEO (except as provided in #1 above)
|
1. Two (2) times the Participant’s Base Salary.
2. Two (2) times the Reference Bonus.
3. An amount equal to the Pro Rata Bonus.
4. Two (2) times six percent (6%) of the Participant’s Base Salary.
|
90 days
|
#3. Executive Leadership Team (only (A) in the event of a Qualifying Termination that occurs within two (2) years following a Change in Control), and (B) if such Participants
are
Grandfathered Participants)
|
1. Two (2) times the Participant’s Base Salary.
2. Two (2) times the Reference Bonus.
3. An amount equal to the Pro Rata Bonus.
4. Two (2) times six percent (6%) of the Participant’s Base Salary.
|
90 days
|
#8. Group Executives and any other Participants not otherwise specified above (only (A) in the event of a Qualifying Termination that occurs within two (2) years following a Change in Control), and (B) if such Participants
are not
Grandfathered Participants)
|
1. One and one-half (1 ½) times the Participant’s Base Salary
2. One and one-half (1 ½) times the Reference Bonus
3. An amount equal to the Pro Rata Bonus.
|
60 days
|
#9. Group Executives and any other Participants not otherwise specified above (except as provided in #7 or #8 above, and if such Participants
are
Grandfathered Participants)
|
1. One and one-half (1 ½) times the Participant’s Base Salary
2. One and one-half (1 ½) times the Reference Bonus
3. An amount equal to the Pro Rata Bonus.
4. One and one-half (1 ½) times six percent (6%) of the Participant’s Base Salary.
|
60 days
|
#10. Group Executives and any other Participants not otherwise specified above (except as provided in #7 or #8 above, and if such Participants
are not
Grandfathered Participants)
|
1. One times the Participant’s Base Salary
2. One times the Reference Bonus
3. An amount equal to the Pro Rata Bonus.
|
60 days
|
(a)
|
As a condition of receiving the Severance Payment, the Participant shall remain employed in good standing until the earlier of (a) the termination date specified in the notice of termination provided for in Section 6, or (b) for so long as his or her services are required by the Company. With the mutual agreement of the Participant and the Company, the Participant may remain employed beyond the period described in the preceding sentence.
|
(b)
|
If Cause (other than pursuant to Section 4.1(c) hereof) is determined to have existed during the Participant’s employment, and such determination is made within two (2) years following his or her termination of employment, or as otherwise required by law, the Company reserves the right, subject to Section 409A of the Code, to recoup any Severance Payment paid to the Participant.
|
7.2
|
Continuation Benefits
. Subject to the provisions of this Plan, the Participant shall be entitled to continuation of group health coverage (including medical, dental, and vision benefits, to the extent permitted under the applicable plan), and the health care flexible spending account (to the extent required to comply with COBRA continuation coverage requirements) (collectively, the “
Continuation Benefits
”) in accordance with the applicable plan terms and applicable law, and to the extent that such programs and plans are maintained by the Company, for the shorter of (x) the Severance Period or (y) eighteen (18) months following the date of the Participant’s termination of employment (the “
Benefit Continuation Period
”);
provided
,
however
, that the Participant pays the full cost of his or her coverage under such plans, except that the Participant shall pay only the required contributions for any health care continuation coverage required to be provided to or on behalf of the Participant under COBRA, on the same basis as any other plan participant electing similar COBRA continuation coverage under the Company health plan; and
provided
,
further
, that any such coverage shall terminate to the extent that the Participant obtains comparable benefits from any other employer during the Benefit Continuation Period. The Participant shall be reimbursed by the Company for the cost of the Continuation Benefits (except that the
|
8.
|
Release; Participation Agreement
.
|
8.1
|
Release
. A Participant shall only be entitled to receive the Severance Payment if, within sixty-five (65) days after the Participant’s termination of employment, he or she shall have executed and delivered (and, if applicable, not revoked) a release of claims against the Company (and its officers, directors, employees, affiliates, stockholders, etc.) in a form reasonably satisfactory to the Company in the Company’s sole discretion (the “
Release
”), and any applicable revocation period for the Release has expired within such sixty-five (65) day period without the Participant revoking the Release. The form of Release shall be delivered to the Participant by the Company at the time of, or within five (5) days after, the termination of the Participant’s employment. Should the Participant revoke all or any portion of the Release within any legally applicable revocation period, then the Participant will be treated hereunder as if he or she did not execute the Release and the Participant will not be entitled to any of the payments or benefits provided under Section 7.
|
8.2
|
Participation Agreement
. No Eligible Executive shall be designated as a Participant, and no Participant shall be entitled to receive the Severance Payment, unless he or she shall have executed and delivered the Participation Agreement while employed with the Company, and such shall be in full force and effect. The Participation Agreement shall terminate without further action of the Company or a Participant if, prior to the termination of the Participant’s employment with the Company, the Participant ceases to be designated as a Participant.
|
8.3
|
Breach of Participation Agreement
. If a Participant materially breaches any provision of the Participation Agreement or the Release, the Administrator may determine that he or she (i) will forfeit any unpaid portion of the Severance Payment or right to reimbursements under Section 7.2 hereof and (ii) will repay to the Company any portion of the Severance Payment or any reimbursements received pursuant to Section 7.2 hereof previously paid to him or her.
|
9.
|
Section 409A
.
|
9.1
|
Notwithstanding anything to the contrary contained in this Plan, the payments and benefits provided under this Plan are intended to comply with, or be exempt from, Section 409A of the Code and the applicable guidance and regulations thereunder (collectively, “
Section 409A
”), and the provisions of this Plan shall be interpreted such that the payments and benefits provided under the Plan are either exempt from, or are in compliance with, Section 409A. Notwithstanding the foregoing,
|
9.2
|
Anything in the Plan to the contrary notwithstanding, each payment of the Severance Payment made to a Participant shall be treated as a separate and distinct payment from all other such payments for purposes of Section 409A.
|
9.3
|
Anything in the Plan to the contrary notwithstanding, if a Participant is a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of the Participant’s termination of employment, then any payment or benefit which would be considered “nonqualified deferred compensation” within the meaning of Section 409A that the Participant is entitled to receive upon the Participant’s “separation from service” within the meaning of Section 409A and which otherwise would be payable during the six-month period immediately following the Participant’s termination of employment will instead be paid, or commence to be paid, without interest, on the first regularly scheduled payroll date to occur on or after the seventh month following the Participant’s termination of employment (or, if earlier, the date of the Participant’s death).
|
9.4
|
With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in- kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Participant’s taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder.
|
10.
|
Withholding
. The Company shall be entitled to withhold from payments to or on behalf of the Participant any amount of tax or other withholding required by law.
|
11.
|
Governing Law
. This Plan shall be construed, interpreted and governed in accordance with the laws of the State of Delaware, without reference to rules relating to conflicts of law, except to the extent preempted by the Employee Retirement Income Security Act of 1974, as amended (“
ERISA
”).
|
12.
|
Effect on Other Plans
. This Plan supersedes in all respects any prior severance or termination benefit plan or policy of the Company that applies to Participants. Notwithstanding the foregoing, the Company and the Board reserve the right to adhere to other policies and practices that may be in effect for other groups of employees.
|
13.
|
Amendment and Modification of Plan
. This Plan may be modified, amended or terminated at any time by the Board without notice to Participants. Notwithstanding the foregoing, (a) for a period of two (2) years following a Change in Control, the Plan may not be discontinued, terminated or amended in such a manner that decreases the Severance Payment payable to any Participant or that makes any provision less favorable for any Participant without the consent of the Participant, and (b) subject to Section 9 or as may otherwise be required to comply with Section 409A of the Code or Section 10D of the Securities Exchange Act of 1934, as amended, the Plan may not be modified, amended or terminated in a manner adverse to Participants as of the date of the modification, amendment or termination without six (6) months' advance written notice of such modification, amendment or termination (including modifying the eligibility of the Eligible Executives who are already Participants to participate in the Plan).
|
14.
|
Claims, Inquiries and Appeals
.
|
14.1
|
Applications for Benefits and Inquiries
. Any application for benefits, inquiries about the Plan or inquiries about present or future rights under the Plan must be submitted to the Administrator in writing by an applicant (or his or her authorized representative), to as follows:
|
14.2
|
Denial of Claims
. In the event that any application for benefits is denied in whole or in part, the Administrator must notify the applicant, in writing, of the denial of the application, and of the applicant’s right to review the denial. The written notice of denial will be set forth in a manner designed to be understood by the applicant, and will include specific reasons for the denial, specific references to the Plan provisions upon which the denial is based, a description of any information or material that the Administrator needs to complete the review and an explanation of why such information or material is necessary, and an explanation of this Plan’s review procedure and the time limits applicable to such procedure, including a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA following a denial on review of the claim, as described in Section 14.6 below.
|
14.3
|
Request for a Review
. Any person (or that person’s authorized representative) for whom an application for benefits is denied (or deemed denied), in whole or in part, may appeal the denial by submitting a request for a review to the Administrator within 60 days after the application is denied (or deemed denied). The Administrator will give the applicant (or his or her representative) a reasonable opportunity to review pertinent documents in preparing a request for a review and submit written comments, documents, records and other information relating to the claim. A request for a review will be in writing and will be addressed to:
|
14.4
|
Decision on Review
. The Administrator will act on each request for review within 60 days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional 60 days), for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial 60-day period. This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Administrator is to render its decision on the review. The Administrator will give prompt, written notice of its decision to the applicant. In the event that the Administrator confirms the denial of the application for benefits in whole or in part, the notice will outline, in a manner calculated to be understood by the applicant, the specific reasons for the denial, the specific Plan provisions upon which the decision is based, a statement that the applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the
|
14.5
|
Rules and Procedures
. The Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out its responsibilities in reviewing benefit claims. The Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the denial (or deemed denial) of benefits to do so at the applicant’s own expense.
|
14.6
|
Exhaustion of Remedies
. No legal action for benefits under the Plan may be brought until the claimant (a) has submitted a written application for benefits in accordance with the procedures described by Section 14.1, (b) has been notified by the Administrator that the application is denied (or the application is deemed denied due to the Administrator’s failure to act on it within the established time period), (c) has filed a written request for a review of the application in accordance with the appeal procedure described in Section 14.3 and (d) has been notified in writing that the Administrator has denied the appeal (or the appeal is deemed to be denied due to the Administrator’s failure to take any action on the claim within the time prescribed by Section 14.4).
|
15.
|
No Employment Rights
. Neither this Plan nor the benefits hereunder shall be a term of the employment of any employee, and the Company shall not be obligated in any way to continue the Plan. The terms of this Plan shall not give any employee the right to be retained in the employment of the Company.
|
16.
|
Effective Date
. This Plan shall become effective as of January 1, 2019, after adoption by the Board.
|
GRANTEE
|
|
PEABODY ENERGY CORPORATION
|
|
|
|
|
|
/s/ Paul V. Richard
|
ParticipantName
|
|
By: Paul V. Richard
|
|
|
Its: Senior Vice President, Chief Human Resources Officer
|
|
|
|
|
|
Aggregate number of Deferred Stock Units granted: AwardsGranted
Payment Date: GrantTxt4
|
Name of Subsidiary
|
Jurisdiction of Formation
|
|
|
9 East Shipping Limited
|
United Kingdom
|
American Land Development, LLC
|
Delaware
|
American Land Holdings of Colorado, LLC
|
Delaware
|
American Land Holdings of Illinois, LLC
|
Delaware
|
American Land Holdings of Indiana, LLC
|
Delaware
|
American Land Holdings of Kentucky, LLC
|
Delaware
|
Big Ridge, Inc.
|
Illinois
|
Big Sky Coal Company
|
Delaware
|
Bowen Basin Coal Joint Venture*
|
Australia
|
BTU International BV
|
Netherlands
|
BTU Western Resources, Inc.
|
Delaware
|
Burton Coal Pty Ltd.
|
Australia
|
Capricorn Joint Venture*
|
Australia
|
Carbones Peabody de Venezuela S.A.
|
Venezuela
|
COALSALES II, LLC
|
Delaware
|
Complejo Siderurgico Del Lago Cosila, SA
|
Venezuela
|
Conservancy Resources, LLC
|
Delaware
|
Coppabella and Moorvale Joint Venture*
|
Australia
|
Desarrollos Venshelf IV, CA
|
Venezuela
|
El Segundo Coal Company, LLC
|
Delaware
|
Excel Equities International Pty Ltd.
|
Australia
|
Excelven Pty Ltd.
|
British Virgin Islands
|
Hayden Gulch Terminal, LLC
|
Delaware
|
Helensburgh Coal Pty Ltd.
|
Australia
|
Hillside Recreational Lands, LLC
|
Delaware
|
Kayenta Mobile Home Park, Inc.
|
Delaware
|
Kentucky United Coal LLC
|
Indiana
|
Metropolitan Collieries Pty Ltd.
|
Australia
|
Middlemount Coal Pty Ltd
|
Australia
|
Middlemount Mine Management Pty Ltd
|
Australia
|
Millennium Coal Pty Ltd.
|
Australia
|
Moffat County Mining, LLC
|
Delaware
|
Monto Coal 2 Pty Ltd
|
Australia
|
Monto Coal Joint Venture*
|
Australia
|
Moorvale West Joint Venture*
|
Australia
|
New Mexico Coal Resources, LLC
|
Delaware
|
Newhall Funding Company (MBT)
|
Massachusetts
|
NGS Acquisition Corp., LLC
|
Delaware
|
North Goonyella Coal Mines Pty Ltd.
|
Australia
|
North Wambo Pty Ltd.
|
Australia
|
P&L Receivables Company LLC
|
Delaware
|
Peabody (Bowen) Pty Ltd.
|
Australia
|
Peabody (Burton Coal) Pty Ltd.
|
Australia
|
Peabody (Kogan Creek) Pty Ltd.
|
Australia
|
Peabody (Wilkie Creek) Pty Ltd.
|
Australia
|
Peabody America, LLC
|
Delaware
|
Peabody Arclar Mining, LLC
|
Indiana
|
Peabody Asset Holdings, LLC
|
Delaware
|
Peabody Australia Holdco Pty Ltd.
|
Australia
|
Peabody Australia Mining Pty Ltd.
|
Australia
|
Peabody BB Interests Pty Ltd
|
Australia
|
Peabody Bear Run Mining, LLC
|
Delaware
|
Peabody Bear Run Services, LLC
|
Delaware
|
Peabody Bistrotel Pty Ltd
|
Australia
|
Peabody Caballo Mining, LLC
|
Delaware
|
Peabody Capricorn Pty Ltd
|
Australia
|
Peabody Cardinal Gasification, LLC
|
Delaware
|
Peabody China, LLC
|
Delaware
|
Peabody CHPP Pty Ltd
|
Australia
|
Peabody Coal Venezuela Ltd.
|
Bermuda
|
Peabody COALSALES, LLC
|
Delaware
|
Peabody COALSALES Pacific Pty Ltd
|
Australia
|
Peabody COALTRADE Asia Private Ltd.
|
Singapore
|
Peabody COALTRADE GmbH
|
Germany
|
Peabody COALTRADE India Private Ltd
|
India
|
Peabody COALTRADE International Limited
|
United Kingdom
|
Peabody COALTRADE, LLC
|
Delaware
|
Peabody Colorado Operations, LLC
|
Delaware
|
Peabody Colorado Services, LLC
|
Delaware
|
Peabody Coppabella Pty Ltd
|
Australia
|
Peabody Coulterville Mining, LLC
|
Delaware
|
Peabody Custom Mining Ltd
|
Australia
|
Peabody Development Company, LLC
|
Delaware
|
Peabody Electricity, LLC
|
Delaware
|
Peabody Employment Services, LLC
|
Delaware
|
Peabody Energy Australia Coal Pty Ltd.
|
Australia
|
Peabody Energy Australia PCI (C&M Equipment) Pty Ltd
|
Australia
|
Peabody Energy Australia PCI (C&M Management) Pty Ltd
|
Australia
|
Peabody Energy Australia PCI Equipment Pty Ltd
|
Australia
|
Peabody Energy Australia PCI Financing Pty Ltd
|
Australia
|
Peabody Energy Australia PCI Mine Management Pty Ltd
|
Australia
|
Peabody Energy Australia PCI Pty Ltd
|
Australia
|
Peabody Energy Australia PCI Rush Pty Ltd
|
Australia
|
Peabody Energy Australia Pty Ltd
|
Australia
|
Peabody Energy Finance Pty Ltd.
|
Australia
|
Peabody Energy (Gibraltar) Limited
|
Gibraltar
|
Peabody Gateway North Mining, LLC
|
Delaware
|
Peabody Gateway Services, LLC
|
Delaware
|
Peabody Global Funding, LLC
|
Delaware
|
Peabody Global Holdings, LLC
|
Delaware
|
Peabody Global Services Pte Ltd.
|
Singapore
|
Peabody Holding Company, LLC
|
Delaware
|
Peabody Holland BV
|
Netherlands
|
Peabody IC Funding Corp.
|
Delaware
|
Peabody Illinois Services, LLC
|
Delaware
|
Peabody Indiana Services, LLC
|
Delaware
|
Peabody International (Gibraltar) Ltd.
|
Gibraltar
|
Peabody International Holdings, LLC
|
Delaware
|
Peabody International Investments, Inc.
|
Delaware
|
Peabody International Services, Inc.
|
Delaware
|
Peabody Investment & Development Business Services Beijing Co. Ltd.
|
China
|
Peabody Investments (Gibraltar) Limited
|
Gibraltar
|
Peabody Investments Corp.
|
Delaware
|
Peabody MCC (Gibraltar) Limited
|
Gibraltar
|
Peabody Mining (Gibraltar) Limited
|
Gibraltar
|
Peabody Midwest Management Services, LLC
|
Delaware
|
Peabody Midwest Mining, LLC
|
Indiana
|
Peabody Midwest Operations, LLC
|
Delaware
|
Peabody Midwest Services, LLC
|
Delaware
|
Peabody Mongolia, LLC
|
Delaware
|
Peabody Monto Coal Pty Ltd
|
Australia
|
Peabody Moorvale West Pty Ltd.
|
Australia
|
Peabody Moorvale Pty Ltd
|
Australia
|
Peabody Natural Gas, LLC
|
Delaware
|
Peabody Natural Resources Company
|
Delaware
|
Peabody New Mexico Services, LLC
|
Delaware
|
Peabody Olive Downs Pty Ltd.
|
Australia
|
Peabody Operations Holding, LLC
|
Delaware
|
Peabody Pastoral Holdings Pty Ltd
|
Australia
|
Peabody Powder River Mining, LLC
|
Delaware
|
Peabody Powder River Operations, LLC
|
Delaware
|
Peabody Powder River Services, LLC
|
Delaware
|
Peabody Rocky Mountain Management Services, LLC
|
Delaware
|
Peabody Rocky Mountain Services, LLC
|
Delaware
|
Peabody Sage Creek Mining, LLC
|
Delaware
|
Peabody School Creek Mining, LLC
|
Delaware
|
Peabody Services Holding, LLC
|
Delaware
|
Peabody Southeast Mining, LLC
|
Delaware
|
Peabody Twentymile Mining, LLC
|
Delaware
|
Peabody Venezuela Coal Corp.
|
Delaware
|
Peabody Venture Fund, LLC
|
Delaware
|
Peabody-Waterside Development, L.L.C.
|
Delaware
|
Peabody West Burton Pty Ltd
|
Australia
|
Peabody Western Coal Company
|
Delaware
|
Peabody West Rolleston Pty Ltd.
|
Australia
|
Peabody West Walker Pty Ltd.
|
Australia
|
Peabody Wild Boar Mining, LLC
|
Delaware
|
Peabody Wild Boar Services, LLC
|
Delaware
|
Peabody Williams Fork Mining, LLC
|
Delaware
|
Peabody Wyoming Services, LLC
|
Delaware
|
PEC Equipment Company, LLC
|
Delaware
|
PT Peabody Coaltrade Indonesia
|
Indonesia
|
PT Peabody Mining Services
|
Indonesia
|
Ribfield Pty Ltd
|
Australia
|
Sage Creek Holdings, LLC
|
Delaware
|
Sage Creek Land & Reserves, LLC
|
Delaware
|
Seneca Coal Company, LLC
|
Delaware
|
Seneca Property, LLC
|
Delaware
|
Shoshone Coal Corporation
|
Delaware
|
Sterling Centennial Missouri Insurance Corporation
|
Missouri
|
Transportes Coal Sea de Venezuela, CA
|
Venezuela
|
Twentymile Coal LLC
|
Delaware
|
United Minerals Company LLC
|
Indiana
|
Wambo Coal Pty Ltd.
|
Australia
|
Wambo Coal Terminal Pty Ltd
|
Australia
|
Wambo Open Cut Pty Ltd.
|
Australia
|
West Rolleson Joint Venture*
|
Australia
|
West Walker Joint Venture*
|
Australia
|
West/North Burton Joint Venture*
|
Australia
|
Wilpinjong Coal Pty Ltd.
|
Australia
|
/s/ Fran X. Taglia
|
Fran X. Taglia
|
President
|
/s/ John Pala
|
John Pala
|
Managing Director
|
1.
|
I have reviewed this Annual Report on Form 10-K of Peabody Energy Corporation (“the registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Glenn L. Kellow
|
|
Glenn L. Kellow
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Peabody Energy Corporation (“the registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Amy B. Schwetz
|
|
Amy B. Schwetz
|
|
Executive Vice President and Chief Financial Officer
|
|
(1)
|
the Annual Report on Form 10-K for the annual period ended
December 31, 2018
(the “Annual Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Peabody Energy Corporation.
|
/s/ Glenn L. Kellow
|
|
Glenn L. Kellow
|
|
President and Chief Executive Officer
|
|
(1)
|
the Annual Report on Form 10-K for the annual period ended
December 31, 2018
(the “Annual Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Peabody Energy Corporation.
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/s/ Amy B. Schwetz
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Amy B. Schwetz
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Executive Vice President and Chief Financial Officer
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•
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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.
|
•
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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.
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•
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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.
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•
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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.
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•
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Section 110(b)(2)Violations
: The total number of flagrant violations issued by MSHA under section 110(b)(2) of the Mine Act.
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•
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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.
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•
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Proposed MSHA Assessments
: The total dollar value of proposed assessments from MSHA.
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•
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Fatalities
: The total number of mining-related fatalities.
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Section
104 S&S
Violations
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Section
104(b)
Orders
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Section
104(d)
Citations and
Orders
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Section
104(e) Pattern
of Violations
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Section
110(b)(2)
Violations
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Section
107(a)
Orders
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($)
Proposed
MSHA
Assessments
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|||||||||
Mine
(1)
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Fatalities
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||||||||||||||||
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(In thousands)
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|||||||||
Midwestern U.S. Mining
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|
|
|
|
|
|
|
|
|
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|||
Air Quality
(2)
|
|
—
|
|
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—
|
|
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—
|
|
|
—
|
|
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—
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|
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—
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$
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0.1
|
|
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—
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Arclar Preparation Plant
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1
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|
|
—
|
|
|
—
|
|
|
—
|
|
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—
|
|
|
—
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|
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1.2
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|
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—
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Bear Run
|
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6
|
|
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—
|
|
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—
|
|
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—
|
|
|
—
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|
|
—
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5.9
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1
(5)
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Francisco Preparation Plant (Francisco Mine)
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2
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|
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—
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|
|
—
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|
|
—
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|
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—
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|
|
—
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|
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1.8
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|
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—
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Francisco Underground
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54
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|
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—
|
|
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4
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|
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—
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|
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—
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—
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|
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281.7
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|
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—
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|
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Gateway North
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35
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|
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—
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|
|
—
|
|
|
—
|
|
|
—
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|
|
—
|
|
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127.5
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|
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—
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Gateway Preparation Plant
|
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2
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|
|
—
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|
|
—
|
|
|
—
|
|
|
—
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|
|
—
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|
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1.7
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|
|
—
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|
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Somerville Central
|
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4
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|
|
—
|
|
|
—
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|
|
—
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|
|
—
|
|
|
—
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|
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7.2
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—
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Wabash Mine
(3)
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—
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|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
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0.1
|
|
|
—
|
|
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Wild Boar
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
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|
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1.6
|
|
|
—
|
|
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Wildcat Hills Cottage Grove Pit
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
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|
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4.3
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|
|
—
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|
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Wildcat Hills Underground
|
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56
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|
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—
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|
|
—
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|
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—
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|
|
—
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|
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—
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271.2
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—
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Powder River Basin Mining
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|
|
|
|
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|
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|
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|||||||||
Caballo
|
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2
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|
|
—
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|
|
—
|
|
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—
|
|
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—
|
|
|
—
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|
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4.3
|
|
|
—
|
|
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North Antelope Rochelle
|
|
8
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
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|
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102.9
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|
|
—
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Rawhide
|
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—
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|
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—
|
|
|
—
|
|
|
—
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|
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—
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|
|
—
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2.4
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—
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Western U.S. Mining
|
|
|
|
|
|
|
|
|
|
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|
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|||||||||
El Segundo
|
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6
|
|
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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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6.2
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|
|
—
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Kayenta
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13
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|
—
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|
|
—
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|
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—
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|
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—
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—
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14.9
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—
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Twentymile (Foidel Creek Mine)
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29
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—
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—
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|
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—
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|
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—
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|
|
—
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120.3
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—
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Seaborne Metallurgical Mining
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|||||||||
Shoal Creek Mine
(4)
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5
|
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—
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1
|
|
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—
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|
|
—
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|
|
—
|
|
|
—
|
|
|
—
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(1)
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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 U.S. mines are listed alphabetically within each of our mining segments.
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(2)
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Mine was closed and classified in discontinued operations as of December 31, 2018.
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(3)
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Mine was inactive as of December 31, 2018.
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(4)
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Mine was acquired on December 3, 2018. Information reflects citations and orders issued during
the period December 4 through December 31, 2018.
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(5)
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On September 7, 2018, a haul truck driver at the Bear Run Mine was transporting spoil to a dump site when a bulldozer operator saw a fire on the truck. While exiting the truck, the driver received burns and was taken to the hospital. Tragically, on September 12, 2018, he suffered a cardiac arrest and passed away.
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•
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Contests of Citations and Orders
: A contest proceeding may be filed with the Commission by operators, miners or miners’ representatives to challenge the issuance of a citation or order issued by MSHA, including citations related to disputed provisions of operators' emergency response plans.
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•
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Contests of Proposed Penalties (Petitions for Assessment of Penalties)
:
A contest of a proposed penalty is an administrative proceeding before the Commission challenging a civil penalty that MSHA has proposed for the violation. Such proceedings may also involve appeals of judges' decisions or orders to the Commission on proposed penalties, including petitions for discretionary review and review by the Commission on its own motion.
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•
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Complaints for Compensation
:
A complaint for compensation may be filed with the Commission by miners entitled to compensation when a mine is closed by certain withdrawal orders issued by MSHA. The purpose of the proceeding is to determine the amount of compensation, if any, due miners idled by the orders.
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•
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Complaints of Discharge, Discrimination or Interference
:
A discrimination proceeding is a case that involves a miner’s allegation that he or she has suffered a wrong by the operator because he or she engaged in some type of activity protected under the Mine Act, such as making a safety complaint. This category includes temporary reinstatement proceedings, which involve cases in which a miner has filed a complaint with MSHA stating he or she has suffered discrimination and the miner has lost his or her position.
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•
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Applications for Temporary Relief:
An application for temporary relief from any modification or termination of any order or from any order issued under certain subparts of section 104 of the Mine Act may be filed with the Commission at any time before such order becomes final.
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|
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Pending Legal Actions
|
|
Legal Actions Initiated During the Year Ended
December 31, 2018
|
|
Legal Actions Resolved During the Year Ended
December 31, 2018
|
||||||||||
|
|
Number of Pending Legal Actions as of December 31, 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
|
|
13
|
|
—
|
|
13
|
|
—
|
|
—
|
|
—
|
|
8
|
|
10
|
Gateway North
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4
|
|
5
|
Gateway Preparation Plant
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
|
2
|
Somerville Central
|
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2
|
|
—
|
|
2
|
|
—
|
|
—
|
|
—
|
|
4
|
|
2
|
Wildcat Hills Underground
|
|
3
|
|
—
|
|
3
|
|
—
|
|
—
|
|
—
|
|
6
|
|
10
|
Powder River Basin Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North Antelope Rochelle
|
|
3
|
|
—
|
|
3
|
|
—
|
|
—
|
|
—
|
|
3
|
|
—
|
Western U.S. Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
El Segundo
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
Kayenta
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
Twentymile (Foidel Creek)
|
|
8
|
|
1
|
|
7
|
|
—
|
|
—
|
|
—
|
|
10
|
|
9
|
(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 U.S. mines are listed alphabetically within each of our mining segments.
|
(2)
|
Contests included a total of 2 appeals of judge's decisions or orders to the Commission as of
December 31, 2018
.
|