e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2008
or
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
to
Commission File Number: 1-16463
PEABODY ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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13-4004153 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
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701 Market Street, St. Louis, Missouri
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63101-1826 |
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(Address of principal executive offices)
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(Zip Code) |
(314) 342-3400
(Registrants telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
þ Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
There were 271,511,409 shares of common stock with a par value of $0.01 per share outstanding at
May 2, 2008.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
PEABODY ENERGY CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
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Three Months Ended March 31, |
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2008 |
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2007 |
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(Dollars in thousands, except share |
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and per share data) |
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Revenues |
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Sales |
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$ |
1,189,737 |
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$ |
1,059,512 |
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Other revenues |
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86,214 |
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50,280 |
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Total revenues |
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1,275,951 |
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1,109,792 |
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Costs and Expenses |
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Operating costs and expenses |
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1,013,667 |
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846,653 |
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Depreciation, depletion and amortization |
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94,002 |
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81,925 |
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Asset retirement obligation expense |
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6,800 |
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5,683 |
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Selling and administrative expenses |
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50,883 |
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31,722 |
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Other operating income: |
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Net gain on disposal or exchange of assets |
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(59,415 |
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(1,422 |
) |
Income from equity affiliates |
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(2,655 |
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(2,153 |
) |
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Operating Profit |
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172,669 |
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147,384 |
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Interest expense |
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59,238 |
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57,484 |
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Interest income |
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(1,112 |
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(2,762 |
) |
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Income From Continuing Operations Before Income
Taxes and Minority Interests |
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114,543 |
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92,662 |
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Income tax provision |
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44,118 |
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10,995 |
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Minority interests |
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879 |
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(251 |
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Income From Continuing Operations |
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69,546 |
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81,918 |
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Income (loss) from discontinued operations, net of tax |
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(12,381 |
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6,588 |
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Net Income |
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$ |
57,165 |
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$ |
88,506 |
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Basic Earnings Per Share |
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Income from continuing operations |
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$ |
0.26 |
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$ |
0.31 |
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Income (loss) from discontinued operations |
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(0.05 |
) |
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0.03 |
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Net income |
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$ |
0.21 |
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$ |
0.34 |
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Weighted Average Shares Outstanding Basic |
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269,204,883 |
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263,031,869 |
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Diluted Earnings Per Share |
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Income from continuing operations |
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$ |
0.26 |
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$ |
0.30 |
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Income (loss) from discontinued operations |
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(0.05 |
) |
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0.03 |
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Net income |
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$ |
0.21 |
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$ |
0.33 |
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Weighted Average Shares Outstanding Diluted |
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272,142,973 |
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269,358,728 |
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Dividends Declared Per Share |
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$ |
0.06 |
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$ |
0.06 |
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See accompanying notes to unaudited condensed consolidated financial statements.
1
PEABODY ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
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(Unaudited) |
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March 31, 2008 |
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December 31, 2007 |
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(Dollars in thousands, except |
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share and per share data) |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ |
82,547 |
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$ |
45,279 |
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Accounts receivable, net of allowance for doubtful accounts of
$14,479 at March 31, 2008 and $11,888 at December 31, 2007 |
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278,959 |
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257,950 |
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Inventories |
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251,316 |
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268,862 |
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Assets from coal trading activities |
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556,105 |
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349,784 |
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Deferred income taxes |
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98,633 |
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98,633 |
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Other current assets |
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304,265 |
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290,021 |
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Total current assets |
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1,571,825 |
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1,310,529 |
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Property, plant, equipment and mine development
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Land and coal interests |
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7,217,198 |
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7,198,090 |
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Buildings and improvements |
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701,158 |
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700,509 |
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Machinery and equipment |
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1,306,757 |
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1,267,328 |
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Less accumulated depreciation, depletion and amortization |
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(1,891,599 |
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(1,833,527 |
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Property, plant, equipment and mine development, net |
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7,333,514 |
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7,332,400 |
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Investments and other assets |
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432,862 |
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408,614 |
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Total assets |
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$ |
9,338,201 |
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$ |
9,051,543 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities |
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Current maturities of long-term debt |
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$ |
227,692 |
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$ |
134,373 |
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Liabilities from coal trading activities |
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474,640 |
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301,832 |
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Accounts payable and accrued expenses |
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1,092,036 |
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1,134,017 |
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Total current liabilities |
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1,794,368 |
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1,570,222 |
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Long-term debt, less current maturities |
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3,137,356 |
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3,138,727 |
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Deferred income taxes |
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351,826 |
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315,604 |
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Asset retirement obligations |
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377,443 |
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369,547 |
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Accrued postretirement benefit costs |
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785,037 |
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785,708 |
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Other noncurrent liabilities |
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316,277 |
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351,363 |
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Total liabilities |
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6,762,307 |
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6,531,171 |
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Minority interests |
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1,978 |
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701 |
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Stockholders equity
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Preferred Stock $0.01 per share par value; 10,000,000 shares authorized,
no shares issued or outstanding as of March 31, 2008 or December 31, 2007 |
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Series A Junior Participating Preferred Stock 1,500,000 shares authorized,
no shares issued or outstanding as of March 31, 2008 or December 31, 2007 |
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Perpetual Preferred Stock 750,000 shares authorized, no shares issued or
outstanding as of March 31, 2008 or December 31, 2007 |
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Series Common Stock $0.01 per share par value; 40,000,000 shares authorized,
no shares issued or outstanding as of March 31, 2008 or December 31, 2007 |
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Common Stock $0.01 per share par value; 800,000,000 shares authorized,
274,234,731 shares issued and 271,201,232 shares outstanding as of
March 31, 2008 and 272,911,564 shares issued and 270,066,621 shares
outstanding as of December 31, 2007 |
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2,742 |
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2,729 |
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Additional paid-in capital |
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1,777,018 |
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1,750,627 |
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Retained earnings |
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982,294 |
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941,424 |
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Accumulated other comprehensive loss |
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(69,652 |
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(67,066 |
) |
Treasury shares, at cost: 3,033,499 shares as of March 31, 2008 and
2,844,943 shares as of December 31, 2007 |
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(118,486 |
) |
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(108,043 |
) |
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Total stockholders equity |
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2,573,916 |
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2,519,671 |
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Total liabilities and stockholders equity |
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$ |
9,338,201 |
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$ |
9,051,543 |
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See accompanying notes to unaudited condensed consolidated financial statements.
2
PEABODY ENERGY CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
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Three Months Ended March 31, |
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2008 |
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2007 |
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(Dollars in thousands) |
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Cash Flows From Operating Activities |
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Net income |
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$ |
57,165 |
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$ |
88,506 |
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Loss (income) from discontinued operations |
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12,381 |
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(6,588 |
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Income from continuing operations |
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69,546 |
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81,918 |
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Adjustments to reconcile income from continuing operations
to net cash provided by operating activities: |
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Depreciation, depletion and amortization |
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94,002 |
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81,925 |
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Deferred income taxes |
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28,925 |
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(2,461 |
) |
Amortization of debt discount and debt issuance costs |
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1,674 |
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2,169 |
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Net gain on disposal or exchange of assets |
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(59,415 |
) |
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(1,422 |
) |
Income from equity affiliates |
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(2,655 |
) |
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(2,153 |
) |
Dividends received from equity affiliates |
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19,888 |
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|
12,927 |
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Changes in current assets and liabilities: |
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Accounts receivable, including securitization |
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(14,870 |
) |
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72,345 |
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Inventories |
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17,546 |
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6,102 |
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Net assets from coal trading activities |
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(79,582 |
) |
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(13,736 |
) |
Other current assets |
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11,433 |
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10,071 |
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Accounts payable and accrued expenses |
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74 |
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(10,502 |
) |
Asset retirement obligations |
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6,611 |
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2,707 |
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Workers compensation obligations |
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88 |
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(8,510 |
) |
Accrued postretirement benefit costs |
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(671 |
) |
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(1,508 |
) |
Distributions to minority interests |
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(925 |
) |
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(875 |
) |
Other, net |
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(3,579 |
) |
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6,505 |
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Net cash provided by continuing operations |
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|
88,090 |
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|
235,502 |
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Net cash provided by (used in) discontinued operations |
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(29,159 |
) |
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16,396 |
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Net cash provided by operating activities |
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58,931 |
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251,898 |
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Cash Flows From Investing Activities |
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Additions to property, plant, equipment and mine development |
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(59,291 |
) |
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(118,292 |
) |
Investment in Prairie State |
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(10,822 |
) |
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Federal coal lease expenditures |
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(59,829 |
) |
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(59,829 |
) |
Proceeds from disposal of assets, net of notes receivable |
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23,749 |
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2,101 |
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Additions to advance mining royalties |
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(1,901 |
) |
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(1,779 |
) |
Investments in joint ventures |
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(622 |
) |
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Net cash used in continuing operations |
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(108,094 |
) |
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(178,421 |
) |
Net cash used in discontinued operations |
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(2,789 |
) |
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Net cash used in investing activities |
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(108,094 |
) |
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(181,210 |
) |
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Cash Flows From Financing Activities |
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Change in revolving line of credit |
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93,300 |
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Payments of long-term debt |
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(9,362 |
) |
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|
(93,146 |
) |
Dividends paid |
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(16,260 |
) |
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(15,881 |
) |
Payment of debt issuance costs |
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(830 |
) |
Excess tax benefit related to stock options exercised |
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10,445 |
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|
2,510 |
|
Proceeds from stock options exercised |
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|
5,509 |
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|
2,378 |
|
Proceeds from employee stock purchases |
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|
2,799 |
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|
3,097 |
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Net cash provided by (used in) financing activities |
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|
86,431 |
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(101,872 |
) |
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Net increase (decrease) in cash and cash equivalents |
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|
37,268 |
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|
(31,184 |
) |
Cash and cash equivalents at beginning of period |
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|
45,279 |
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|
326,511 |
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|
Cash and cash equivalents at end of period |
|
$ |
82,547 |
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$ |
295,327 |
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|
See accompanying notes to unaudited condensed consolidated financial statements.
3
PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(1) Basis of Presentation
The condensed consolidated financial statements include the accounts of Peabody Energy
Corporation (the Company) and its controlled affiliates. All intercompany transactions, profits,
and balances have been eliminated in consolidation.
The Company classifies items within discontinued operations in the unaudited condensed
consolidated statements of operations when the operations and cash flows of a particular component
(defined as operations and cash flows that can be clearly distinguished, operationally and for
financial reporting purposes, from the rest of the entity) of the Company have been (or will be)
eliminated from the ongoing operations of the Company as a result of a disposal transaction, and
the Company will no longer have any significant continuing involvement in the operations of that
component. For more information on discontinued operations, see Note 3.
The accompanying condensed consolidated financial statements as of March 31, 2008 and for the
three months ended March 31, 2008 and 2007, and the notes thereto, are unaudited. However, in the
opinion of management, these financial statements reflect all normal, recurring adjustments
necessary for a fair presentation of the results of the periods presented. The balance sheet
information as of December 31, 2007 has been derived from the Companys audited consolidated
balance sheet. The results of operations for the three months ended March 31, 2008 are not
necessarily indicative of the results to be expected for future quarters or for the year ending
December 31, 2008. Certain amounts in prior periods have been reclassified to conform to report
classifications as of March 31, 2008 and for the three months ended March 31, 2008, with no effect
on previously reported net income or stockholders equity.
(2) New Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standard (SFAS) No. 157, Fair Value Measurements (SFAS No. 157). SFAS No.
157 defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about fair value measurements. SFAS No. 157
applies under accounting pronouncements that require or permit fair value measurements, and the
standard does not require any new fair value measurements. In February 2008, the FASB amended SFAS
No. 157 to exclude leasing transactions and to delay the effective date by one year for
nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial
statements on a nonrecurring basis. The Company adopted SFAS No. 157 on January 1, 2008. See Note
11 for further information.
In April 2007, the FASB issued FASB Staff Position (FSP) FASB Interpretation Number (FIN)
39-1, Amendment of FASB Interpretation No. 39 (FSP FIN 39-1). FSP FIN 39-1 amends certain
provisions of FIN 39, Offsetting of Amounts Related to Certain Contracts, and permits companies
to offset fair value amounts recognized for cash collateral receivables or payables against fair
value amounts recognized for net derivative positions executed with the same counterparty under the
same master netting arrangement. Prior to the implementation of FSP FIN 39-1, all positions
executed with common counterparties were presented gross in the appropriate balance sheet line
items. Effective January 1, 2008, in accordance with the provisions of FSP FIN 39-1, the Company
offset its asset and liability coal trading derivative positions and other corporate hedging
activities on a counterparty-by-counterparty basis if the contractual agreement provides for the
net settlement of contracts with the counterparty in the event of default or termination of any one
contract. The December 31, 2007 balances were adjusted to conform with the provisions of FSP FIN
39-1. See Note 4 for a presentation of the assets and liabilities from coal trading activities on
a gross basis (pre-FSP FIN 39-1) and on a net basis (post-FSP FIN 39-1).
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities, including an amendment of FASB Statement No. 115 (SFAS No. 159). SFAS
No. 159 provides all entities with an option to report selected financial assets and liabilities at
fair value. SFAS No. 159 was effective for the Company for the fiscal year beginning January 1,
2008. SFAS No. 159 did not have an impact on the accompanying unaudited condensed consolidated
financial statements.
4
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statementsan amendment of ARB No. 51 (SFAS No. 160). SFAS No. 160 establishes
accounting and reporting standards for noncontrolling interests in
partially-owned consolidated
subsidiaries and the loss of control of subsidiaries. SFAS No. 160 requires noncontrolling
interests (minority interests) to be reported as a separate component of equity. In addition, this
statement requires that a parent recognize a gain or loss in net income when a subsidiary is
deconsolidated. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008 (January 1, 2009 for the Company). Early adoption is
not allowed. The Company does not expect the adoption of SFAS No. 160 to have a material effect on
its financial statements.
In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS No. 141(R)),
which replaces SFAS No. 141. SFAS No. 141(R) changes the principles and requirements for the
recognition and measurement of the identifiable assets acquired, liabilities assumed, and any
noncontrolling interest in the acquiree in the financial statements of the acquirer. This statement
also provides guidance for the recognition and measurement of goodwill acquired in the business
combination and related disclosure. This statement applies prospectively to business combinations
for which the acquisition date is on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008 (January 1, 2009 for the Company).
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities an amendment of FASB Statement No. 133 (SFAS No. 161). SFAS No. 161 expands
the disclosure requirements for derivative instruments and hedging activities. This statement
specifically requires entities to provide enhanced disclosures addressing the following: (1) how
and why an entity uses derivative instruments, (2) how derivative instruments and related hedged
items are accounted for under FASB Statement No. 133 and its related interpretations, and (3) how
derivative instruments and related hedged items affect an entitys financial position, financial
performance, and cash flows. SFAS No. 161 is effective for fiscal years and interim periods
beginning after November 15, 2008 (January 1, 2009 for the Company). While the Company is currently
evaluating the impact SFAS No. 161 will have on its disclosures, the adoption of SFAS No. 161 will
not affect the Companys results of operations or financial condition.
(3) Discontinued Operations
On October 31, 2007, the Company spun-off portions of its Eastern U.S. Mining operations
business segment through a dividend of all outstanding shares of Patriot Coal Corporation
(Patriot), which is now an independent public company traded on the New York Stock Exchange (symbol
PCX). The spin-off included eight company-operated mines, two joint venture mines, and numerous
contractor operated mines serviced by eight coal preparation facilities along with 1.2 billion tons
of proven and probable coal reserves. Revenues, pretax income (loss) and the income tax provision
(benefit) related to discontinued operations were as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
2008 |
|
2007 |
|
|
(Dollars in thousands) |
Revenues |
|
$ |
115,293 |
|
|
$ |
269,116 |
|
Income (loss) before income taxes
and minority interests |
|
|
(20,465 |
) |
|
|
9,281 |
|
Income tax provision (benefit) |
|
|
(8,084 |
) |
|
|
1,619 |
|
Discontinued operations revenues are the result of supply agreements the Company entered into
with Patriot to meet commitments under non-assignable pre-existing customer agreements sourced from
Patriot mining operations. The Company makes no profit as part of these arrangements and only
sources coal from Patriot to meet customer obligations. The loss from discontinued operations in
the period ended March 31, 2008 was primarily due to the write-off of a $19.4 million receivable
following an adverse April 15, 2008 Supreme Court ruling related to excise tax refunds paid on
export shipments from discontinued operations. See Note 12 for further discussions related to this
receivable.
5
The Company had also entered into a transition services agreement to provide certain
administrative and other services to Patriot for a period of six months ending April 30, 2008.
Patriot exercised its option to extend this agreement for an additional term of three months that
will expire on July 31, 2008, with an additional option, under certain circumstances, to extend it
to October 31, 2008. Under this agreement, the Company billed $0.8 million for transitional
services in the first three months of 2008.
The assets and liabilities of the discontinued operations as of March 31, 2008 and December
31, 2007 are shown below:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008 |
|
|
December 31, 2007 |
|
|
|
(Dollars in thousands) |
|
Assets |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Other current assets |
|
$ |
51,251 |
|
|
$ |
74,093 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
51,251 |
|
|
|
74,093 |
|
Total assets |
|
$ |
51,251 |
|
|
$ |
74,093 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
137,078 |
|
|
$ |
180,356 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
137,078 |
|
|
|
180,356 |
|
Other noncurrent liabilities |
|
|
22,336 |
|
|
|
33,236 |
|
|
|
|
|
|
|
|
Total liabilities |
|
$ |
159,414 |
|
|
$ |
213,592 |
|
|
|
|
|
|
|
|
Other current assets included receivables from customers in relation to the supply agreements
with Patriot, and accounts payable and accrued expenses included the amounts due to Patriot on these
pass-through transactions. Also included in liabilities was an accrual for charges related to
losses on firm purchase commitments that extend through 2010.
(4) Assets and Liabilities from Coal Trading Activities
The fair value of assets and liabilities from coal trading activities is as set forth below:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008 |
|
|
December 31, 2007 |
|
|
|
(Dollars in thousands) |
|
Assets from coal trading activities |
|
$ |
556,105 |
|
|
$ |
349,784 |
|
Liabilities from coal trading activities |
|
|
474,640 |
|
|
|
301,832 |
|
|
|
|
|
|
|
|
Net value of coal trading positions |
|
$ |
81,465 |
|
|
$ |
47,952 |
|
|
|
|
|
|
|
|
The recent increase in coal pricing, volatility and trading volumes have significantly
increased the relative value of the Companys trading asset and liability portfolio. As of March
31, 2008, forward contracts made up 56.1% and 27.3% of the Companys trading assets and
liabilities, respectively; financial swaps represent most of the remaining balances. Assets and
liabilities from coal trading activities included net mark-to-market liabilities on cash flows
hedges of anticipated future sales of $89.9 million and $53.3 million as of March 31, 2008 and
December 31, 2007, respectively. The net value of trading positions, including those designated as
hedges of future cash flows, represents the expected future realizable value of the trading
portfolio.
Of the coal trading derivatives and related hedge contracts in the Companys trading portfolio
as of March 31, 2008, 97% were valued utilizing prices from over-the-counter market sources,
adjusted for coal quality and traded transportation differentials, and 3% of the Companys
contracts were valued based on similar market transactions.
6
As discussed in Note 2, the Company adopted FSP FIN 39-1 effective January 1, 2008. As a
result, the Company offset its asset and liability coal trading derivative positions on a
counterparty-by-counterparty basis if the contractual agreement provides for the net settlement of
contracts with the counterparty in the event of default or termination of any one contract. The
effect of FSP FIN 39-1 on the Companys trading asset and liability portfolio is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008 |
|
|
December 31, 2007 |
|
|
|
(Dollars in thousands) |
|
|
|
Pre-FSP FIN 39-1 |
|
|
Post-FSP FIN 39-1 |
|
|
Pre-FSP FIN 39-1 |
|
|
Post-FSP FIN 39-1 |
|
Assets from coal trading activities |
|
$ |
1,886,455 |
|
|
$ |
556,105 |
|
|
$ |
966,548 |
|
|
$ |
349,784 |
|
Liabilities from coal trading activities |
|
|
1,804,990 |
|
|
|
474,640 |
|
|
|
918,596 |
|
|
|
301,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net value of coal trading positions |
|
$ |
81,465 |
|
|
$ |
81,465 |
|
|
$ |
47,952 |
|
|
$ |
47,952 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2008, the estimated future realization of the value of the Companys trading
portfolio was as follows:
|
|
|
|
|
Year of |
|
Percentage |
Expiration |
|
of Portfolio |
2008 |
|
|
32 |
% |
2009 |
|
|
53 |
% |
2010 |
|
|
8 |
% |
2011 |
|
|
6 |
% |
2012 |
|
|
1 |
% |
|
|
|
|
|
|
|
|
100 |
% |
|
|
|
|
|
At March 31, 2008, 34% of the Companys credit exposure related to coal trading activities was
with investment grade counterparties and 66% was with non-investment grade counterparties,
including unrated entities. The Companys coal trading operations traded 53.2 million tons and 31.5
million tons for the quarters ended March 31, 2008 and 2007, respectively.
(5) Other Commercial Events
During the three months ended March 31, 2008, the Company sold approximately 58 million tons
of non-strategic coal reserves and surface lands located in Kentucky for $21.5 million cash
proceeds and a note receivable of $54.9 million with a recognized gain of $54.0 million. The note
receivable is expected to be paid in two installments. The first payment is due in December of 2008
with the remaining balance to be paid in June of 2009. The non-cash portion of this transaction
was excluded from the investing section of the unaudited condensed consolidated statement of cash
flows.
(6) Inventories
Inventories consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008 |
|
|
December 31, 2007 |
|
|
|
(Dollars in thousands) |
|
Materials and supplies |
|
$ |
97,908 |
|
|
$ |
90,242 |
|
Raw coal |
|
|
39,474 |
|
|
|
55,524 |
|
Saleable coal |
|
|
113,934 |
|
|
|
123,096 |
|
|
|
|
|
|
|
|
Total |
|
$ |
251,316 |
|
|
$ |
268,862 |
|
|
|
|
|
|
|
|
7
(7) Long-Term Debt
The Companys total indebtedness as of March 31, 2008 and December 31, 2007, consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(Dollars in thousands) |
|
Term Loan under the Senior Unsecured Credit Facility |
|
$ |
502,721 |
|
|
$ |
509,084 |
|
Revolving Credit Facility |
|
|
191,000 |
|
|
|
97,700 |
|
Convertible Junior Subordinated Debentures due 2066 |
|
|
732,500 |
|
|
|
732,500 |
|
7.375% Senior Notes due 2016 |
|
|
650,000 |
|
|
|
650,000 |
|
6.875% Senior Notes due 2013 |
|
|
650,000 |
|
|
|
650,000 |
|
7.875% Senior Notes due 2026 |
|
|
246,983 |
|
|
|
246,965 |
|
5.875% Senior Notes due 2016 |
|
|
218,090 |
|
|
|
218,090 |
|
6.84% Series C Bonds due 2016 |
|
|
43,000 |
|
|
|
43,000 |
|
6.34% Series B Bonds due 2014 |
|
|
21,000 |
|
|
|
21,000 |
|
6.84% Series A Bonds due 2014 |
|
|
10,000 |
|
|
|
10,000 |
|
Capital lease obligations |
|
|
89,476 |
|
|
|
92,186 |
|
Fair value
hedge adjustment |
|
|
9,597 |
|
|
|
1,604 |
|
Other |
|
|
681 |
|
|
|
971 |
|
|
|
|
|
|
|
|
Total |
|
$ |
3,365,048 |
|
|
$ |
3,273,100 |
|
|
|
|
|
|
|
|
Long-Term Debt Repayments
During the three months ended March 31, 2008, the Company repaid $9.4 million of its
outstanding debt, which included $6.4 million of its outstanding balance of the Term Loan under the
Senior Unsecured Credit Facility and payments related to capital lease and other obligations. As of
March 31, 2008, the Revolving Credit Facilitys remaining available borrowing capacity under the
Senior Unsecured Credit Facility was $1.21 billion.
Interest Rate Swaps
The Company has entered into various interest rate swaps in previous years, including the
following: a series of fixed-to-floating interest rate swaps with combined notional amounts
totaling $320.0 million that were designated to hedge changes in fair value of the 6.875% Senior
Notes due 2013; a series of fixed-to-floating interest rate swaps with combined notional amounts
totaling $100.0 million that were designated to hedge changes in fair value of the 5.875% Senior
Notes due 2016; and a $120.0 million notional amount floating-to-fixed interest rate swap with a
fixed rate of 6.25% and a floating rate of LIBOR plus 1.0% that was designated to hedge changes in
expected cash flows on the Term Loan under the Senior Unsecured Credit Facility.
Included
in the fair value hedge adjustment was $3.9 million related to the
remaining portion of a $5.2 million payment received in conjunction with a previous interest rate
swap termination in September of 2006. This payment is being amortized to interest expense through
the maturity of the 6.875% Senior Notes.
In addition, the Company had two additional swaps,
with a combined notional amount of $100.0 million, that were terminated during the three months
ended March 31, 2008. The combined settlement amount of $3.4 million was recorded as an adjustment
to the fair value hedge adjustment and will be amortized to interest expense over the
remaining maturity period of the 6.875% Senior Notes.
8
(8) Comprehensive Income
The following table sets forth the after-tax components of comprehensive income for the three
months ended March 31, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
(Dollars in thousands) |
|
Net income |
|
$ |
57,165 |
|
|
$ |
88,506 |
|
Increase (decrease) in fair value of cash flow hedges, net of tax
provision of $3,757 and $8,857 for the three months ended
March 31, 2008 and 2007, respectively |
|
|
(5,720 |
) |
|
|
14,261 |
|
Amortization of actuarial loss and prior service cost realized in net
income, net of tax provision of $2,049 and $3,387 for the three
months ended March 31, 2008 and 2007, respectively |
|
|
3,134 |
|
|
|
7,562 |
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
54,579 |
|
|
$ |
110,329 |
|
|
|
|
|
|
|
|
Comprehensive income differs from net income by the amount of unrealized gain or loss
resulting from valuation changes of the Companys cash flow hedges during the periods (which
include fuel and natural gas hedges, currency forwards, traded coal index contracts and interest
rate swaps) and the amortization of actuarial loss and prior service cost. The values of the
Companys cash flow hedging instruments are affected by changes in interest rates, crude oil and
natural gas prices, and the U.S. dollar/Australian dollar exchange rate.
(9) Pension and Postretirement Benefit Costs
Net periodic pension costs included the following components:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(Dollars in thousands) |
|
Service cost for benefits earned |
|
$ |
700 |
|
|
$ |
2,250 |
|
Interest cost on projected benefit obligation |
|
|
12,725 |
|
|
|
11,975 |
|
Expected return on plan assets |
|
|
(15,150 |
) |
|
|
(14,075 |
) |
Amortization of actuarial loss and other |
|
|
150 |
|
|
|
4,175 |
|
|
|
|
|
|
|
|
Net periodic pension (benefit) costs |
|
$ |
(1,575 |
) |
|
$ |
4,325 |
|
|
|
|
|
|
|
|
Net periodic postretirement benefit costs included the following components:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(Dollars in thousands) |
|
Service cost for benefits earned |
|
$ |
2,602 |
|
|
$ |
2,098 |
|
Interest cost on accumulated
postretirement benefit obligation |
|
|
13,544 |
|
|
|
12,284 |
|
Amortization of prior service cost
and actuarial loss |
|
|
4,511 |
|
|
|
4,610 |
|
|
|
|
|
|
|
|
Net periodic postretirement benefit costs |
|
$ |
20,657 |
|
|
$ |
18,992 |
|
|
|
|
|
|
|
|
9
(10) Segment Information
The Company reports its operations primarily through the following reportable operating
segments: Western U.S. Mining, Eastern U.S. Mining, Australian Mining and Trading and
Brokerage. The Companys chief operating decision maker uses Adjusted EBITDA as the primary
measure of segment profit and loss. Adjusted EBITDA is defined as income from continuing operations
before deducting early debt extinguishment costs, net interest expense, income taxes, minority
interests, asset retirement obligation expense and depreciation, depletion and amortization.
Operating segment results for the three months ended March 31, 2008 and 2007 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(Dollars in thousands) |
|
Revenues: |
|
|
|
|
|
|
|
|
Western U.S. Mining |
|
$ |
591,470 |
|
|
$ |
484,459 |
|
Eastern U.S. Mining |
|
|
266,755 |
|
|
|
257,013 |
|
Australian Mining |
|
|
300,228 |
|
|
|
286,991 |
|
Trading and Brokerage |
|
|
110,052 |
|
|
|
76,261 |
|
Corporate and Other |
|
|
7,446 |
|
|
|
5,068 |
|
|
|
|
|
|
|
|
Total |
|
$ |
1,275,951 |
|
|
$ |
1,109,792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA: |
|
|
|
|
|
|
|
|
Western U.S. Mining |
|
$ |
153,702 |
|
|
$ |
139,199 |
|
Eastern U.S. Mining |
|
|
32,950 |
|
|
|
49,726 |
|
Australian Mining |
|
|
3,847 |
|
|
|
62,561 |
|
Trading and Brokerage |
|
|
91,758 |
|
|
|
36,590 |
|
Corporate and Other (1) |
|
|
(8,786 |
) |
|
|
(53,084 |
) |
|
|
|
|
|
|
|
Total |
|
$ |
273,471 |
|
|
$ |
234,992 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Corporate and Other results include the gains on the disposal of assets discussed in Note 5. |
A reconciliation of Adjusted EBITDA to consolidated income from continuing operations before
income taxes and minority interests follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(Dollars in thousands) |
|
Total Adjusted EBITDA |
|
$ |
273,471 |
|
|
$ |
234,992 |
|
Depreciation, depletion and amortization |
|
|
94,002 |
|
|
|
81,925 |
|
Asset retirement obligation expense |
|
|
6,800 |
|
|
|
5,683 |
|
Interest expense |
|
|
59,238 |
|
|
|
57,484 |
|
Interest income |
|
|
(1,112 |
) |
|
|
(2,762 |
) |
|
|
|
|
|
|
|
Income from continuing operations before income
taxes and minority interests |
|
$ |
114,543 |
|
|
$ |
92,662 |
|
|
|
|
|
|
|
|
10
Total assets of the Trading and Brokerage segment have changed significantly since December
31, 2007 due to an increase in the Companys trading asset portfolio. The total assets of the
segment were $632.2 million and $346.8 million as of March 31, 2008 and December 31, 2007. For
further discussion of the Companys trading portfolio, see Note 4.
(11) Fair Value Measurements
As discussed in Note 2, the Company adopted SFAS No. 157 effective January 1, 2008. Although
the adoption of SFAS No. 157 did not materially impact the
Companys financial condition, results of
operations or cash flows, additional disclosures related to fair value measurements are now
required. SFAS No. 157 establishes a three-level fair value hierarchy that categorizes assets and
liabilities measured at fair value based on the observability of the inputs utilized in the
valuation. These levels include: Level 1, inputs are quoted prices in active markets for the
identical assets or liabilities; Level 2, inputs other than quoted prices included in Level 1 that
are directly or indirectly observable through market-corroborated inputs; and Level 3, inputs are
unobservable, requiring the Company to make assumptions about pricing by market participants.
The
Companys financial assets and liabilities consist of hedging
positions, presented on a net basis, related to natural
gas and crude oil commodities consumed in the Companys business ($59.9 million), foreign currency hedging
positions related to the Companys Australian operations ($158.3 million), interest rate swaps utilized to
manage interest rate exposure on the Companys debt ($10.1 million) and physical commodity purchase/sale
contracts and commodity swaps related to the Companys coal trading operations ($81.5 million). The following
table sets forth as of March 31, 2008 the hierarchy of the Companys financial assets and
liabilities for which fair value is measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
|
(Dollars in thousands) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Physical commodity purchase/sale contracts |
|
$ |
14,928 |
|
|
$ |
104,416 |
|
|
$ |
169,420 |
|
|
$ |
288,764 |
|
Foreign currency forwards and options |
|
|
|
|
|
|
158,330 |
|
|
|
|
|
|
|
158,330 |
|
Commodity swaps |
|
|
|
|
|
|
|
|
|
|
4,478 |
|
|
|
4,478 |
|
Interest rate swaps |
|
|
|
|
|
|
10,113 |
|
|
|
|
|
|
|
10,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
14,928 |
|
|
$ |
272,859 |
|
|
$ |
173,898 |
|
|
$ |
461,685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity swaps |
|
$ |
(3,560 |
) |
|
$ |
(148,320 |
) |
|
$ |
|
|
|
$ |
(151,880 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
$ |
(3,560 |
) |
|
$ |
(148,320 |
) |
|
$ |
|
|
|
$ |
(151,880 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
For Level 1 and 2 financial assets and liabilities, the Company utilizes both direct and
indirect observable price quotes, including LIBOR yield curves, NYMEX indices and other market
quotes. Below is a summary of the Companys valuation techniques for Level 1 and 2 financial assets
and liabilities:
|
|
|
Commodity swap transactions for coal and freight 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). |
|
|
|
|
Physical commodity purchase and sale contracts exchange-cleared contracts based on
unadjusted quoted prices in active markets (Level 1), or purchases and sales at
locations with significant market activity corroborated by market-based information
(Level 2). |
|
|
|
|
Interest rate swaps valued utilizing inputs obtained in quoted public markets
(Level 2). |
|
|
|
|
Foreign currency forwards and options valued based on quoted inputs from
counterparties corroborated by market-based pricing (Level 2). |
Commodity swap and physical commodity purchase/sale contracts transacted in less liquid
markets or contracts, such as long-term arrangements, with limited price availability were
classified in Level 3. These instruments or contracts are valued based on quoted inputs from
brokers or counterparties, or reflect methodologies that consider historical relationships among
similar commodities to derive the Companys best estimate of fair value. The Company has
consistently applied these valuation techniques in all periods presented, and believes it has
obtained the most accurate information available for the types of derivative contracts held.
11
The following table summarizes the changes in the Companys recurring Level 3 assets and
liabilities for the three months ended March 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gains or losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
(realized/unrealized) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in |
|
|
Purchases, |
|
|
|
|
|
|
|
|
|
|
Included |
|
|
other |
|
|
issuances |
|
|
|
|
|
|
January |
|
|
in |
|
|
comprehensive |
|
|
and |
|
|
March |
|
|
|
1, 2008 |
|
|
earnings |
|
|
income |
|
|
settlements |
|
|
31, 2008 |
|
|
|
(Dollars in thousands) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Physical commodity
purchase/sale contracts |
|
$ |
127,198 |
|
|
$ |
22,513 |
|
|
$ |
64 |
|
|
$ |
19,645 |
|
|
$ |
169,420 |
|
Commodity swaps |
|
|
1,543 |
|
|
|
4,197 |
|
|
|
(1,262 |
) |
|
|
|
|
|
|
4,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
128,741 |
|
|
$ |
26,710 |
|
|
$ |
(1,198 |
) |
|
$ |
19,645 |
|
|
$ |
173,898 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total unrealized gains reflected in earnings related to assets held as of March 31, 2008 were
$32.3 million. Unrealized gains and losses for the period from Level 3 items are offset by
unrealized gains and losses on positions classified in Level 1 or 2, as well as positions that have
been realized during the period. Gains and losses (realized and unrealized) included in earnings
related to Level 3 physical commodity contracts are reported in Other revenues, while gains and
losses related to Level 2 foreign currency forwards and options are reported in Operating costs
and expenses.
(12) Commitments and Contingencies
Commitments
As of March 31, 2008, purchase commitments for capital expenditures were $37.6 million and
federal coal reserve lease payments due over the next two years totaled $246.7 million.
From time to time, the Company or its subsidiaries are involved in legal proceedings arising
in the ordinary course of business or related to indemnities or historical operations. The Company
believes it has recorded adequate reserves for these liabilities and that there is no individual
case pending that is likely to have a material adverse effect on the Companys financial condition,
results of operations or cash flows. The Company discusses its significant legal proceedings
below.
Litigation Relating to Continuing Operations
Navajo Nation Litigation
On June 18, 1999, the Navajo Nation served three of the Companys subsidiaries, including
Peabody Western Coal Company (Peabody Western), with a complaint that had been filed in the U.S.
District Court for the District of Columbia. The Navajo Nation has alleged 16 claims, including
Civil Racketeer Influenced and Corrupt Organizations Act (RICO) violations and fraud. The complaint
alleges that the defendants jointly participated in unlawful activity to obtain favorable coal
lease amendments. The plaintiff is seeking various remedies including actual damages of at least
$600 million, which could be trebled under the RICO counts, punitive damages of at least $1
billion, a determination that Peabody Westerns two coal leases have terminated due to Peabody
Westerns breach of these leases and a reformation of these leases to adjust the royalty rate to
20%. Subsequently, the court allowed the Hopi Tribe to intervene in this lawsuit and the Hopi Tribe
is also seeking unspecified actual damages, punitive damages and reformation of its coal lease. One
of the Companys subsidiaries named as a defendant is now a subsidiary of Patriot. However, the
Company is responsible for this litigation under the Separation Agreement entered into with Patriot
in connection with the spin-off. On February 9, 2005, the U.S. District Court for the District of
Columbia granted a consent motion to stay the litigation until further order of the court to allow
parties to mediate. The mediation terminated without resolution and in March 2008 the Court
lifted the stay and the litigation resumed.
The outcome of this litigation is subject to numerous uncertainties. Based on the Companys
evaluation of the issues and their potential impact, the amount of any future loss cannot be
reasonably estimated. However, based on current information, the Company believes this matter is
likely to be resolved without a material adverse effect on its financial condition, results of
operations or cash flows.
12
Salt River Project Agricultural Improvement and Power District Mine Closing and Retiree Health
Care
Salt River Project and the other owners of the Navajo Generating Station filed a lawsuit on
September 27, 1996, in the Superior Court of Maricopa County in Arizona seeking a declaratory
judgment that certain costs relating to final reclamation, environmental monitoring work and mine
decommissioning and costs primarily relating to retiree health care benefits are not recoverable by
the Companys subsidiary, Peabody Western, under the terms of a coal supply agreement dated
February 18, 1977. The contract expires in 2011. The trial court subsequently ruled that the mine
decommissioning costs were subject to arbitration but that the retiree health care costs were not
subject to arbitration. The Company has recorded a receivable for mine decommissioning costs of
$90.4 million and $87.7 million included in Investments and other assets in the condensed
consolidated balance sheets as of March 31, 2008 and December 31, 2007, respectively. The parties
negotiated a final comprehensive settlement and are in the process of obtaining all required
approvals of the settlement documents.
Gulf Power Company Litigation
On June 22, 2006, Gulf Power Company filed a breach of contract lawsuit against a Company
subsidiary in the U.S. District Court, Northern District of Florida, contesting the force majeure
declaration by the Companys subsidiary under a coal supply agreement with Gulf Power Company and
seeking damages for alleged past and future tonnage shortfalls of nearly 5 million tons under the
agreement, which expired on December 31, 2007. In February 2008, the Court denied the Companys
motion to dismiss the Florida lawsuit or to transfer it to Illinois and retained jurisdiction over
the case.
The outcome of this litigation is subject to numerous uncertainties. Based on the Companys
evaluation of the issues and their potential impact, the amount of any future loss cannot
reasonably be estimated. However, based on current information, the Company believes this matter is
likely to be resolved without a material adverse effect on its financial condition, results of
operations or cash flows.
Claims and Litigation Relating to Indemnities or Historical Operations
Oklahoma Lead Litigation
Gold Fields Mining, LLC (Gold Fields) is a dormant, non-coal producing entity that was
previously managed and owned by Hanson PLC, the Companys predecessor owner. In a February 1997
spin-off, Hanson PLC transferred ownership of Gold Fields to the Company, despite the fact that
Gold Fields had no ongoing operations and the Company had no prior involvement in its past
operations. Gold Fields is currently one of the Companys subsidiaries. The Company indemnified TXU
Group with respect to certain claims relating to a former affiliate of Gold Fields. A predecessor
of Gold Fields formerly operated two lead mills near Picher, Oklahoma prior to the 1950s and mined,
in accordance with lease agreements and permits, approximately 0.15% of the total amount of the
crude ore mined in the county.
Gold Fields and two other companies are defendants in two class action lawsuits allegedly
involving past operations near Picher, Oklahoma. The plaintiffs have asserted claims predicated on
allegations of intentional lead exposure by the defendants and are seeking compensatory damages,
punitive damages and the implementation of medical monitoring and relocation programs for the
affected individuals. In December 2003, the Quapaw Indian tribe and certain Quapaw land owners
filed a lawsuit against Gold Fields, five other companies and the United States. The plaintiffs are
seeking compensatory and punitive damages based on a variety of theories. In December 2007, the
court dismissed the tribes medical monitoring claim. Gold Fields has filed a third-party
complaint against the United States and other parties. In February 2005, the state of Oklahoma on
behalf of itself and several other parties sent a notice to Gold Fields and other companies
regarding a possible natural resources damage claim. All of the lawsuits are pending in the U.S.
District Court for the Northern District of Oklahoma.
The outcome of litigation and these claims are subject to numerous uncertainties. Based on the
Companys evaluation of the issues and their potential impact, the amount of any future loss cannot
be reasonably estimated. However, based on current information, the Company believes this matter is
likely to be resolved without a material adverse effect on its financial condition, results of
operations or cash flows.
13
Environmental Claims and Litigation
Environmental claims have been asserted against Gold Fields related to activities of Gold
Fields or a former affiliate. Gold Fields or the former affiliate has been named a potentially
responsible party (PRP) at five national priority list sites based on the Superfund Amendments and
Reauthorization Act of 1986. Claims were asserted at 12 additional sites, bringing the total to 17,
which have since been reduced to 12 by completion of work, transfer or regulatory inactivity. The
number of PRP sites in and of itself is not a relevant measure of liability, because the nature and
extent of environmental concerns varies by site, as does the estimated share of responsibility for
Gold Fields or the former affiliate. Undiscounted liabilities for environmental cleanup-related
costs for all of the sites noted above were $42.6 million as of March 31, 2008 and $43.5 million as
of December 31, 2007, $6.2 million and $7.1 million of which was reflected as a current liability,
respectively. These amounts represent those costs that the Company believes are probable and
reasonably estimable. In September 2005, Gold Fields and other PRPs received a letter from the U.S.
Department of Justice alleging that the PRPs mining operations caused the Environmental Protection
Agency (EPA) to incur approximately $125 million in residential yard remediation costs at Picher,
Oklahoma and will cause the EPA to incur additional remediation costs relating to historical mining
sites. Gold Fields has participated in the settlement discussions. Gold Fields believes it has
meritorious defenses to these claims. Gold Fields is involved in other litigation in the Picher
area, and the Company indemnified TXU Group with respect to a defendant as is more fully discussed
under the Oklahoma Lead Litigation caption above. Significant uncertainty exists as to whether
claims will be pursued against Gold Fields in all cases, and where they are pursued, the amount of
the eventual costs and liabilities, which could be greater or less than this provision. Based on
the Companys evaluation of the issues and their potential impact, the amount of any future loss
cannot be reasonably estimated. However, based on current information, the Company believes these
claims and litigation are likely to be resolved without a material adverse effect on its financial
condition, results of operations or cash flows.
Other
Certain former subsidiaries of the Company previously paid black lung excise taxes to the
Federal Black Lung Trust Fund (the Trust Fund) on export shipments. Collections of excise taxes on
export shipments were ruled unconstitutional and as a result, the Company had a receivable for
excise tax refunds paid on export shipments of $19.4 million as of December 31, 2007. In a January
2007 decision, a federal appellate court confirmed the Companys position, ruling that coal
companies are entitled to a refund of the Black Lung tax paid on export shipments for certain years
and that they are also entitled to collect interest on the refund. On April 15, 2008, the U.S.
Supreme Court reversed the appellate courts decision ruling that companies are not entitled to a
refund of the Black Lung tax paid on export shipments paid outside the Internal Revenue Services
three-year statute of limitations. The Company recorded a charge to discontinued operations of
$19.4 million in the first quarter of 2008 to eliminate the receivable as described in Note 3.
In addition, at times the Company becomes a party to other claims, lawsuits, arbitration
proceedings and administrative procedures in the ordinary course of business in the U.S., Australia
and other countries where the Company does business. The outcome of such matters is subject to
numerous uncertainties. Based on current information, the Company believes that the ultimate
resolution of such other pending or threatened proceedings is not reasonably likely to have a
material adverse effect on its financial position, results of operations or cash flows.
New York Office of the Attorney General Subpoena
The New York Office of the Attorney General sent a letter to the Company dated September 14,
2007. The letter referred to the Companys plans to build new coal-fired electric generating
units, and said that the increase in CO2 emissions from the operation of these units,
in combination with Peabody Energys other coal-fired power plants, will subject Peabody Energy to
increased financial, regulatory, and litigation risks. The Company currently has no electricity
generating capacity in place. The letter included a subpoena issued under New York state law,
which seeks information and documents relating to the Companys analysis of the risks associated
with climate change and possible climate change legislation or regulations, and its disclosure of
such risks to investors. The Company believes that it has made full and proper disclosure of these
potential risks.
Alaskan Villages Claims
In February 2008, the Native Village of Kivalina and the City of Kivalina filed a lawsuit in the
United States District Court for the Northern District of California against the Company, several
owners of electricity generating facilities and several oil companies. The plaintiffs are the
14
governing bodies of a village in Alaska that they contend is being destroyed by erosion allegedly
caused by global warming that the plaintiffs attribute to emissions of greenhouse gases by the
defendants. The plaintiffs assert claims for nuisance, and allege that the defendants have acted
in concert and are jointly and severally liable for the plaintiffs damages. The suit seeks
damages for lost property values and for the cost of relocating the village, which cost is alleged
to be $95 million to $400 million. The Company believes that this lawsuit is without merit and
intends to defend against and oppose it vigorously, but cannot predict its outcome.
(13) Guarantees
In the normal course of business, the Company is a party to guarantees and financial
instruments with off-balance-sheet risk, such as bank letters of credit, performance or surety
bonds and other guarantees and indemnities, which are not reflected in the accompanying condensed
consolidated balance sheets. Such financial instruments are valued based on the amount of exposure
under the instrument and the likelihood of required performance. In the Companys past experience,
virtually no claims have been made against these financial instruments.
As of March 31, 2008, the Company owned a 30.0% interest in a partnership that leases a coal
export terminal from the Peninsula Ports Authority of Virginia under a 30-year lease that permits
the partnership to purchase the terminal at the end of the lease term for a nominal amount. The
partners have severally (but not jointly) agreed to make payments under various agreements which in
the aggregate provide the partnership with sufficient funds to pay rents and to cover the principal
and interest payments on the floating-rate industrial revenue bonds issued by the Peninsula Ports
Authority, and which are supported by letters of credit from a commercial bank. As of March 31,
2008, the Companys maximum reimbursement obligation to the commercial bank was in turn supported
by a letter of credit totaling $42.8 million. Subsequent to March 31, 2008, the Company increased
its equity position in the partnership to 37.5%.
The Company is party to an agreement with the PBGC and TXU Europe Limited, an affiliate of the
Companys former parent corporation, under which the Company is required to make special
contributions to two of the Companys defined benefit pension plans and to maintain a $37.0 million
letter of credit in favor of the PBGC. If the Company or the PBGC gives notice of an intent to
terminate one or more of the covered pension plans in which liabilities are not fully funded, or if
the Company fails to maintain the letter of credit, the PBGC may draw down on the letter of credit
and use the proceeds to satisfy liabilities under the Employee Retirement Income Security Act of
1974, as amended. The PBGC, however, is required to first apply amounts received from a $110.0
million guarantee in place from TXU Europe Limited in favor of the PBGC before it draws on the
Companys letter of credit. On November 19, 2002 TXU Europe Limited was placed under the
administration process in the United Kingdom (a process similar to bankruptcy proceedings in the
United States) and continues under this process as of March 31, 2008. As a result of these
proceedings, TXU Europe Limited may be liquidated or otherwise reorganized in such a way as to
relieve it of its obligations under its guarantee.
Other Guarantees
As part of arrangements through which the Company obtains exclusive sales representation
agreements with small coal mining companies (the Counterparties), the Company issued financial
guarantees on behalf of the Counterparties. These guarantees facilitate the Counterparties efforts
to obtain bonding or financing. In 2007, the Company purchased approximately 345 million tons of
coal reserves and surface lands in the Illinois Basin. In conjunction with this purchase, the
Company agreed to provide up to $64.8 million of reclamation and bonding commitments to a
third-party coal company. The Company has recognized the full amount of these commitments as a
liability as of March 31, 2008.
The Company is the lessee under numerous equipment and property leases. It is common in such
commercial lease transactions for the Company, as the lessee, to agree to indemnify the lessor for
the value of the property or equipment leased, should the property be damaged or lost during the
course of the Companys operations. The Company expects that losses with respect to leased property
would be covered by insurance (subject to deductibles). The Company and certain of its subsidiaries
have guaranteed other subsidiaries performance under their various lease obligations. Aside from
indemnification of the lessor for the value of the property leased, the Companys maximum potential
obligations under its leases are equal to the respective future minimum lease payments and the
Company assumes that no amounts could be recovered from third parties.
15
The Company has provided financial guarantees under certain long-term debt agreements entered
into by its subsidiaries, and substantially all of the Companys subsidiaries provide financial
guarantees under long-term debt agreements entered into by the Company. The maximum amounts
payable under the Companys debt agreements are equal to the respective principal and interest
payments. For the descriptions of the Companys (and its subsidiaries) debt, see Part IV, Item 15
of the Companys Annual Report on Form 10-K for the year ended December 31, 2007. Supplemental
guarantor/non-guarantor financial information is provided in Note 14.
As part of the Patriot spin-off, the Company agreed to maintain in force several letters of
credit that secured Patriot obligations for certain employee benefits and workers compensation
obligations. These letters of credit are to be released upon Patriot satisfying the beneficiaries
with alternate letters of credit or insurance, which is expected to occur in 2008. If Patriot is
unable to satisfy the primary beneficiaries by June 30, 2011, Patriot is required to provide
directly to the Company a letter of credit for the amount of the remaining obligation. The amount
of letters of credit securing Patriot obligations was $74.7 million and $136.8 million as of March
31, 2008 and December 31, 2007, respectively. On April 1, 2008, an additional $61.8 million of
letters of credit securing Patriot obligations were released.
(14) Supplemental Guarantor/Non-Guarantor Financial Information
In accordance with the indentures governing the 6.875% Senior Notes due March 2013, the 5.875%
Senior Notes due March 2016, the 7.375% Senior Notes due November 2016 and the 7.875% Senior Notes
due November 2026, certain wholly-owned U.S. subsidiaries of the Company have fully and
unconditionally guaranteed these Senior Notes, on a joint and several basis. Separate financial
statements and other disclosures concerning the Guarantor Subsidiaries are not presented because
management believes that such information is not material to the Senior Note holders. The following
historical financial statement information is provided for the Guarantor/Non-Guarantor
Subsidiaries.
Peabody Energy Corporation
Unaudited Supplemental Condensed Consolidated Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2008 |
|
|
|
Parent |
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
|
|
|
Company |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
(Dollars in thousands) |
|
Total revenues |
|
$ |
|
|
|
$ |
1,002,144 |
|
|
$ |
327,297 |
|
|
$ |
(53,490 |
) |
|
$ |
1,275,951 |
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses |
|
|
(35,350 |
) |
|
|
757,660 |
|
|
|
344,847 |
|
|
|
(53,490 |
) |
|
|
1,013,667 |
|
Depreciation, depletion and amortization |
|
|
|
|
|
|
61,572 |
|
|
|
32,430 |
|
|
|
|
|
|
|
94,002 |
|
Asset retirement obligation expense |
|
|
|
|
|
|
5,938 |
|
|
|
862 |
|
|
|
|
|
|
|
6,800 |
|
Selling and administrative expenses |
|
|
2,428 |
|
|
|
45,527 |
|
|
|
2,928 |
|
|
|
|
|
|
|
50,883 |
|
Other operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain on disposal or exchange of
assets |
|
|
|
|
|
|
(59,374 |
) |
|
|
(41 |
) |
|
|
|
|
|
|
(59,415 |
) |
(Income) loss from equity affiliates |
|
|
(86,098 |
) |
|
|
1,006 |
|
|
|
(3,661 |
) |
|
|
86,098 |
|
|
|
(2,655 |
) |
Interest expense |
|
|
63,336 |
|
|
|
21,679 |
|
|
|
13,086 |
|
|
|
(38,863 |
) |
|
|
59,238 |
|
Interest income |
|
|
(3,748 |
) |
|
|
(30,176 |
) |
|
|
(6,051 |
) |
|
|
38,863 |
|
|
|
(1,112 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
before income taxes and minority interests |
|
|
59,432 |
|
|
|
198,312 |
|
|
|
(57,103 |
) |
|
|
(86,098 |
) |
|
|
114,543 |
|
Income tax provision |
|
|
(10,114 |
) |
|
|
59,165 |
|
|
|
(4,933 |
) |
|
|
|
|
|
|
44,118 |
|
Minority interests |
|
|
|
|
|
|
(34 |
) |
|
|
913 |
|
|
|
|
|
|
|
879 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
69,546 |
|
|
|
139,181 |
|
|
|
(53,083 |
) |
|
|
(86,098 |
) |
|
|
69,546 |
|
Loss from discontinued operations, net
of tax |
|
|
(12,381 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,381 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
57,165 |
|
|
$ |
139,181 |
|
|
$ |
(53,083 |
) |
|
$ |
(86,098 |
) |
|
$ |
57,165 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
Peabody Energy Corporation
Unaudited Supplemental Condensed Consolidated Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2007 |
|
|
|
Parent |
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
|
|
|
Company |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
(Dollars in thousands) |
|
Total revenues |
|
$ |
|
|
|
$ |
814,137 |
|
|
$ |
330,812 |
|
|
$ |
(35,157 |
) |
|
$ |
1,109,792 |
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses |
|
|
1,518 |
|
|
|
616,250 |
|
|
|
264,042 |
|
|
|
(35,157 |
) |
|
|
846,653 |
|
Depreciation, depletion and amortization |
|
|
|
|
|
|
57,536 |
|
|
|
24,389 |
|
|
|
|
|
|
|
81,925 |
|
Asset retirement obligation expense |
|
|
|
|
|
|
5,390 |
|
|
|
293 |
|
|
|
|
|
|
|
5,683 |
|
Selling and administrative expenses |
|
|
6,157 |
|
|
|
24,763 |
|
|
|
802 |
|
|
|
|
|
|
|
31,722 |
|
Other operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (gain) loss on disposal or exchange of
assets |
|
|
|
|
|
|
(1,517 |
) |
|
|
95 |
|
|
|
|
|
|
|
(1,422 |
) |
(Income) loss from equity affiliates |
|
|
(126,195 |
) |
|
|
1,524 |
|
|
|
(3,677 |
) |
|
|
126,195 |
|
|
|
(2,153 |
) |
Interest expense |
|
|
70,091 |
|
|
|
(49,456 |
) |
|
|
6,017 |
|
|
|
30,832 |
|
|
|
57,484 |
|
Interest income |
|
|
(4,680 |
) |
|
|
40,559 |
|
|
|
(7,809 |
) |
|
|
(30,832 |
) |
|
|
(2,762 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
before income taxes and minority interests |
|
|
53,109 |
|
|
|
119,088 |
|
|
|
46,660 |
|
|
|
(126,195 |
) |
|
|
92,662 |
|
Income tax provision (benefit) |
|
|
(28,809 |
) |
|
|
30,201 |
|
|
|
9,603 |
|
|
|
|
|
|
|
10,995 |
|
Minority interests |
|
|
|
|
|
|
|
|
|
|
(251 |
) |
|
|
|
|
|
|
(251 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
81,918 |
|
|
|
88,887 |
|
|
|
37,308 |
|
|
|
(126,195 |
) |
|
|
81,918 |
|
Income from discontinued operations, net of tax |
|
|
6,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
88,506 |
|
|
$ |
88,887 |
|
|
$ |
37,308 |
|
|
$ |
(126,195 |
) |
|
$ |
88,506 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
Peabody Energy Corporation
Unaudited Supplemental Condensed Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008 |
|
|
|
Parent |
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
|
|
|
Company |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
(Dollars in thousands) |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
35,370 |
|
|
$ |
33,484 |
|
|
$ |
13,693 |
|
|
$ |
|
|
|
$ |
82,547 |
|
Accounts receivable, net |
|
|
8,853 |
|
|
|
789 |
|
|
|
269,317 |
|
|
|
|
|
|
|
278,959 |
|
Inventories |
|
|
|
|
|
|
150,235 |
|
|
|
101,081 |
|
|
|
|
|
|
|
251,316 |
|
Assets from coal trading activities |
|
|
|
|
|
|
556,105 |
|
|
|
|
|
|
|
|
|
|
|
556,105 |
|
Deferred income taxes |
|
|
|
|
|
|
98,633 |
|
|
|
|
|
|
|
|
|
|
|
98,633 |
|
Other current assets |
|
|
177,464 |
|
|
|
81,044 |
|
|
|
45,757 |
|
|
|
|
|
|
|
304,265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
221,687 |
|
|
|
920,290 |
|
|
|
429,848 |
|
|
|
|
|
|
|
1,571,825 |
|
Property, plant, equipment and mine development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land and coal interests |
|
|
|
|
|
|
4,611,273 |
|
|
|
2,605,925 |
|
|
|
|
|
|
|
7,217,198 |
|
Buildings and improvements |
|
|
|
|
|
|
577,938 |
|
|
|
123,220 |
|
|
|
|
|
|
|
701,158 |
|
Machinery and equipment |
|
|
|
|
|
|
1,104,830 |
|
|
|
201,927 |
|
|
|
|
|
|
|
1,306,757 |
|
Less accumulated depreciation,
depletion and amortization |
|
|
|
|
|
|
(1,638,506 |
) |
|
|
(253,093 |
) |
|
|
|
|
|
|
(1,891,599 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant, equipment and mine development, net |
|
|
|
|
|
|
4,655,535 |
|
|
|
2,677,979 |
|
|
|
|
|
|
|
7,333,514 |
|
Investments and other assets |
|
|
7,801,090 |
|
|
|
307,667 |
|
|
|
4,428 |
|
|
|
(7,680,323 |
) |
|
|
432,862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
8,022,777 |
|
|
$ |
5,883,492 |
|
|
$ |
3,112,255 |
|
|
$ |
(7,680,323 |
) |
|
$ |
9,338,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current maturities of long-term debt |
|
$ |
215,939 |
|
|
$ |
36 |
|
|
$ |
11,717 |
|
|
$ |
|
|
|
$ |
227,692 |
|
Payables and notes payable to affiliates, net |
|
|
1,864,942 |
|
|
|
(2,162,254 |
) |
|
|
297,312 |
|
|
|
|
|
|
|
|
|
Liabilities from coal trading activities |
|
|
|
|
|
|
474,640 |
|
|
|
|
|
|
|
|
|
|
|
474,640 |
|
Accounts payable and accrued expenses |
|
|
183,087 |
|
|
|
690,171 |
|
|
|
218,778 |
|
|
|
|
|
|
|
1,092,036 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
2,263,968 |
|
|
|
(997,407 |
) |
|
|
527,807 |
|
|
|
|
|
|
|
1,794,368 |
|
Long-term debt, less current maturities |
|
|
2,984,951 |
|
|
|
155 |
|
|
|
152,250 |
|
|
|
|
|
|
|
3,137,356 |
|
Deferred income taxes |
|
|
83,380 |
|
|
|
(91,822 |
) |
|
|
360,268 |
|
|
|
|
|
|
|
351,826 |
|
Other noncurrent liabilities |
|
|
116,562 |
|
|
|
1,284,844 |
|
|
|
77,351 |
|
|
|
|
|
|
|
1,478,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
5,448,861 |
|
|
|
195,770 |
|
|
|
1,117,676 |
|
|
|
|
|
|
|
6,762,307 |
|
Minority interests |
|
|
|
|
|
|
|
|
|
|
1,978 |
|
|
|
|
|
|
|
1,978 |
|
Stockholders equity |
|
|
2,573,916 |
|
|
|
5,687,722 |
|
|
|
1,992,601 |
|
|
|
(7,680,323 |
) |
|
|
2,573,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
8,022,777 |
|
|
$ |
5,883,492 |
|
|
$ |
3,112,255 |
|
|
$ |
(7,680,323 |
) |
|
$ |
9,338,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
Peabody Energy Corporation
Unaudited Supplemental Condensed Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007 |
|
|
|
Parent |
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
|
|
|
Company |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
(Dollars in thousands) |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
6,909 |
|
|
$ |
6,086 |
|
|
$ |
32,284 |
|
|
$ |
|
|
|
$ |
45,279 |
|
Accounts receivable, net |
|
|
9,241 |
|
|
|
569 |
|
|
|
248,140 |
|
|
|
|
|
|
|
257,950 |
|
Inventories |
|
|
|
|
|
|
138,285 |
|
|
|
130,577 |
|
|
|
|
|
|
|
268,862 |
|
Assets from coal trading activities |
|
|
|
|
|
|
349,784 |
|
|
|
|
|
|
|
|
|
|
|
349,784 |
|
Deferred income taxes |
|
|
|
|
|
|
98,633 |
|
|
|
|
|
|
|
|
|
|
|
98,633 |
|
Other current assets |
|
|
176,239 |
|
|
|
55,223 |
|
|
|
58,559 |
|
|
|
|
|
|
|
290,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
192,389 |
|
|
|
648,580 |
|
|
|
469,560 |
|
|
|
|
|
|
|
1,310,529 |
|
Property, plant, equipment and mine development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land and coal interests |
|
|
|
|
|
|
4,563,046 |
|
|
|
2,635,044 |
|
|
|
|
|
|
|
7,198,090 |
|
Buildings and improvements |
|
|
|
|
|
|
577,044 |
|
|
|
123,465 |
|
|
|
|
|
|
|
700,509 |
|
Machinery and equipment |
|
|
|
|
|
|
1,065,015 |
|
|
|
202,313 |
|
|
|
|
|
|
|
1,267,328 |
|
Less accumulated depreciation,
depletion and amortization |
|
|
|
|
|
|
(1,582,947 |
) |
|
|
(250,580 |
) |
|
|
|
|
|
|
(1,833,527 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant, equipment and mine development, net |
|
|
|
|
|
|
4,622,158 |
|
|
|
2,710,242 |
|
|
|
|
|
|
|
7,332,400 |
|
Investments and other assets |
|
|
7,734,604 |
|
|
|
(287,306 |
) |
|
|
4,096 |
|
|
|
(7,042,780 |
) |
|
|
408,614 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
7,926,993 |
|
|
$ |
4,983,432 |
|
|
$ |
3,183,898 |
|
|
$ |
(7,042,780 |
) |
|
$ |
9,051,543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current maturities of long-term debt |
|
$ |
122,681 |
|
|
$ |
9 |
|
|
$ |
11,683 |
|
|
$ |
|
|
|
$ |
134,373 |
|
Payables and notes payable to affiliates, net |
|
|
1,903,040 |
|
|
|
(2,127,786 |
) |
|
|
224,746 |
|
|
|
|
|
|
|
|
|
Liabilities from coal trading activities |
|
|
|
|
|
|
301,832 |
|
|
|
|
|
|
|
|
|
|
|
301,832 |
|
Accounts payable and accrued expenses |
|
|
204,354 |
|
|
|
670,604 |
|
|
|
259,059 |
|
|
|
|
|
|
|
1,134,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
2,230,075 |
|
|
|
(1,155,341 |
) |
|
|
495,488 |
|
|
|
|
|
|
|
1,570,222 |
|
Long-term debt, less current maturities |
|
|
2,983,262 |
|
|
|
197 |
|
|
|
155,268 |
|
|
|
|
|
|
|
3,138,727 |
|
Deferred income taxes |
|
|
65,734 |
|
|
|
(100,833 |
) |
|
|
350,703 |
|
|
|
|
|
|
|
315,604 |
|
Other noncurrent liabilities |
|
|
128,251 |
|
|
|
1,278,314 |
|
|
|
100,053 |
|
|
|
|
|
|
|
1,506,618 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
5,407,322 |
|
|
|
22,337 |
|
|
|
1,101,512 |
|
|
|
|
|
|
|
6,531,171 |
|
Minority interests |
|
|
|
|
|
|
(4,145 |
) |
|
|
4,846 |
|
|
|
|
|
|
|
701 |
|
Stockholders equity |
|
|
2,519,671 |
|
|
|
4,965,240 |
|
|
|
2,077,540 |
|
|
|
(7,042,780 |
) |
|
|
2,519,671 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
7,926,993 |
|
|
$ |
4,983,432 |
|
|
$ |
3,183,898 |
|
|
$ |
(7,042,780 |
) |
|
$ |
9,051,543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
Peabody Energy Corporation
Unaudited Supplemental Condensed Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2008 |
|
|
|
Parent |
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
Company |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Consolidated |
|
|
|
(Dollars in thousands) |
|
Cash Flows From Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) continuing operations |
|
$ |
6,289 |
|
|
$ |
(152,757 |
) |
|
$ |
234,558 |
|
|
$ |
88,090 |
|
Net cash used in discontinued operations |
|
|
(29,159 |
) |
|
|
|
|
|
|
|
|
|
|
(29,159 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
(22,870 |
) |
|
|
(152,757 |
) |
|
|
234,558 |
|
|
|
58,931 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant, equipment and
mine development |
|
|
|
|
|
|
(46,593 |
) |
|
|
(12,698 |
) |
|
|
(59,291 |
) |
Federal coal lease expenditures |
|
|
|
|
|
|
(59,829 |
) |
|
|
|
|
|
|
(59,829 |
) |
Additions to advance mining royalties |
|
|
|
|
|
|
(1,754 |
) |
|
|
(147 |
) |
|
|
(1,901 |
) |
Proceeds
from disposal of assets, net of notes receivable |
|
|
|
|
|
|
23,587 |
|
|
|
162 |
|
|
|
23,749 |
|
Investment in Prairie State |
|
|
|
|
|
|
(10,822 |
) |
|
|
|
|
|
|
(10,822 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
|
|
|
|
(95,411 |
) |
|
|
(12,683 |
) |
|
|
(108,094 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of long-term debt |
|
|
(6,364 |
) |
|
|
(15 |
) |
|
|
(2,983 |
) |
|
|
(9,362 |
) |
Dividends paid |
|
|
(16,260 |
) |
|
|
|
|
|
|
|
|
|
|
(16,260 |
) |
Proceeds from employee stock purchases |
|
|
2,799 |
|
|
|
|
|
|
|
|
|
|
|
2,799 |
|
Excess tax benefit related to stock options exercised |
|
|
10,445 |
|
|
|
|
|
|
|
|
|
|
|
10,445 |
|
Proceeds from stock options exercised |
|
|
5,509 |
|
|
|
|
|
|
|
|
|
|
|
5,509 |
|
Change in revolving line of credit |
|
|
93,300 |
|
|
|
|
|
|
|
|
|
|
|
93,300 |
|
Transactions with affiliates, net |
|
|
(38,098 |
) |
|
|
275,580 |
|
|
|
(237,482 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
51,331 |
|
|
|
275,565 |
|
|
|
(240,465 |
) |
|
|
86,431 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
28,461 |
|
|
|
27,397 |
|
|
|
(18,590 |
) |
|
|
37,268 |
|
Cash and cash equivalents at beginning of period |
|
|
6,909 |
|
|
|
6,086 |
|
|
|
32,284 |
|
|
|
45,279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
35,370 |
|
|
$ |
33,483 |
|
|
$ |
13,694 |
|
|
$ |
82,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
Peabody Energy Corporation
Unaudited Supplemental Condensed Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2007 |
|
|
|
Parent |
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
Company |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Consolidated |
|
|
|
(Dollars in thousands) |
|
Cash Flows From Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) continuing operations |
|
$ |
(24,085 |
) |
|
$ |
135,881 |
|
|
$ |
123,706 |
|
|
|
235,502 |
|
Net cash provided by discontinued operations |
|
|
16,396 |
|
|
|
|
|
|
|
|
|
|
|
16,396 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
(7,689 |
) |
|
|
135,881 |
|
|
|
123,706 |
|
|
|
251,898 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant, equipment and
mine development |
|
|
|
|
|
|
(60,618 |
) |
|
|
(57,674 |
) |
|
|
(118,292 |
) |
Federal coal lease expenditures |
|
|
|
|
|
|
(59,829 |
) |
|
|
|
|
|
|
(59,829 |
) |
Proceeds from disposal of assets, net of notes receivable |
|
|
|
|
|
|
2,101 |
|
|
|
|
|
|
|
2,101 |
|
Additions to advance mining royalties |
|
|
|
|
|
|
(1,893 |
) |
|
|
114 |
|
|
|
(1,779 |
) |
Investments in joint ventures |
|
|
|
|
|
|
(622 |
) |
|
|
|
|
|
|
(622 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in continuing operations |
|
|
|
|
|
|
(120,861 |
) |
|
|
(57,560 |
) |
|
|
(178,421 |
) |
Net cash used in discontinued operations |
|
|
(2,789 |
) |
|
|
|
|
|
|
|
|
|
|
(2,789 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(2,789 |
) |
|
|
(120,861 |
) |
|
|
(57,560 |
) |
|
|
(181,210 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of long-term debt |
|
|
(31,475 |
) |
|
|
(60,472 |
) |
|
|
(1,199 |
) |
|
|
(93,146 |
) |
Dividends paid |
|
|
(15,881 |
) |
|
|
|
|
|
|
|
|
|
|
(15,881 |
) |
Payment of debt issuance costs |
|
|
|
|
|
|
(830 |
) |
|
|
|
|
|
|
(830 |
) |
Excess tax benefit related to stock options exercised |
|
|
2,510 |
|
|
|
|
|
|
|
|
|
|
|
2,510 |
|
Proceeds from stock options exercised |
|
|
2,378 |
|
|
|
|
|
|
|
|
|
|
|
2,378 |
|
Proceeds from employee stock purchases |
|
|
3,097 |
|
|
|
|
|
|
|
|
|
|
|
3,097 |
|
Transactions with affiliates, net |
|
|
22,124 |
|
|
|
46,456 |
|
|
|
(68,580 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(17,247 |
) |
|
|
(14,846 |
) |
|
|
(69,779 |
) |
|
|
(101,872 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
(27,725 |
) |
|
|
174 |
|
|
|
(3,633 |
) |
|
|
(31,184 |
) |
Cash and cash equivalents at beginning of period |
|
|
272,226 |
|
|
|
3,652 |
|
|
|
50,633 |
|
|
|
326,511 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
244,501 |
|
|
$ |
3,826 |
|
|
$ |
47,000 |
|
|
$ |
295,327 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Notice Regarding Forward-Looking Statements
This report includes statements of our expectations, intentions, plans and beliefs that
constitute forward-looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934 and are intended to come within the
safe harbor protection provided by those sections. These statements relate to future events or our
future financial performance, including, without limitation, the section captioned Outlook. We
use words such as anticipate, believe, expect, may, project, should, estimate, or
plan or other similar words to identify forward-looking statements.
Without limiting the foregoing, all statements relating to our future outlook, anticipated
capital expenditures, future cash flows and borrowings, and sources of funding are forward-looking
statements and speak only as of the date of this report. These forward-looking statements are
based on numerous assumptions that we believe are reasonable, but are subject to a wide range of
uncertainties and business risks and actual results may differ materially from those discussed in
these statements. Among the factors that could cause actual results to differ materially are:
|
|
|
ability to renew sales contracts; |
|
|
|
|
reductions of purchases by major customers; |
|
|
|
|
transportation performance and costs, including demurrage; |
|
|
|
|
geology, equipment and other risks inherent to mining; |
|
|
|
|
impact of weather on demand, production and transportation; |
|
|
|
|
legislation, regulations and court decisions or other government actions; |
|
|
|
|
new environmental requirements affecting the use of coal, including mercury and carbon
dioxide related limitations; |
|
|
|
|
availability, timing of delivery and costs of key supplies, capital equipment or
commodities such as diesel fuel, steel, explosives and tires; |
|
|
|
|
replacement of coal reserves; |
|
|
|
|
price volatility and demand, particularly in higher-margin products and in our trading
and brokerage businesses; |
|
|
|
|
performance of contractors, third-party coal suppliers or major suppliers of mining
equipment or supplies; |
|
|
|
|
negotiation of labor contracts, employee relations and workforce availability; |
|
|
|
|
availability and costs of credit, surety bonds and letters of credit; |
|
|
|
|
credit and performance risks associated with customers, suppliers, trading and
financial counterparties; |
|
|
|
|
the effects of acquisitions or divestitures, including the spin-off of Patriot Coal
Corporation (Patriot); |
|
|
|
|
economic strength and political stability of countries in which we have operations or
serve customers; |
|
|
|
|
risks associated with our Btu conversion or generation development initiatives; |
|
|
|
|
risks associated with our information systems; |
|
|
|
|
growth of U.S. and international coal and power markets; |
|
|
|
|
coals market share of electricity generation; |
|
|
|
|
the availability and cost of competing energy resources; |
|
|
|
|
future worldwide economic conditions; |
|
|
|
|
changes in postretirement benefit and pension obligations; |
|
|
|
|
successful implementation of business strategies; |
|
|
|
|
the effects of changes in currency exchange rates, primarily the Australian dollar; |
|
|
|
|
inflationary trends, including those impacting materials used in our business; |
|
|
|
|
interest rate changes; |
|
|
|
|
litigation, including claims not yet asserted; |
|
|
|
|
terrorist attacks or threats; |
|
|
|
|
impacts of pandemic illnesses; and |
|
|
|
|
other factors, including those discussed in Note 12 to our unaudited condensed
consolidated financial statements. |
When considering these forward-looking statements, you should keep in mind the cautionary
statements in this document and in our other Securities and Exchange Commission (SEC) filings,
including the more detailed discussion of these factors, as well as other factors that could affect
our results, contained in Item 1A. Risk Factors of our Annual Report
22
on Form 10-K for the fiscal
year ended December 31, 2007. These forward-looking statements speak only as of the date on which
such statements were made, and we undertake no obligation to update these statements except as
required by federal securities laws.
Overview
We are the largest private sector coal company in the world, with majority interests in 31
coal operations located throughout all major U.S. and Australian coal producing regions, except
Appalachia. In the first quarter of 2008, we sold 61.2 million tons of coal. In 2007, we sold
237.8 million tons of coal. Our 2007 U.S. sales represented 19% of all U.S. coal sales and were
approximately 80% greater than the sales of our closest U.S. competitor.
Our customers are utilities, steel producers and industrial companies. Utilities accounted
for 85% of our U.S. sales in 2007. Our international production is sold primarily into export
metallurgical and thermal markets. Our international activities accounted for 13% of our sales by
volume in 2007. We typically sell coal to utility customers under long-term contracts (those with
terms longer than one year). During 2007, approximately 87% of our sales were under long-term
contracts. As of December 31, 2007, production totaled 214.1 million tons and sales totaled 237.8
million tons. As discussed more fully in Item 1A. Risk Factors of our Annual Report on Form 10-K
for the fiscal year ended December 31, 2007, our results of operations in the near-term could be
negatively impacted by poor weather conditions, unforeseen geologic conditions or equipment
problems at mining locations, and by the availability of transportation for coal shipments. On a
long-term basis, our results of operations could be impacted by our ability to secure or acquire
high-quality coal reserves, find replacement buyers for coal under contracts with comparable terms
to existing contracts, or the passage of new or expanded regulations that could limit our ability
to mine, increase our mining costs, or limit our customers ability to utilize coal as fuel for
electricity generation.
We conduct business through four principal operating segments: Western U.S. Mining, Eastern
U.S. Mining, Australian Mining, and Trading and Brokerage.
Our Western U.S. Mining operations consist of our Powder River Basin, Southwest and Colorado
operations, and our Eastern U.S. Mining operations consist of our Illinois and Indiana operations.
The principal business of the Western and Eastern U.S. Mining segments is the mining, preparation
and sale of steam coal, sold primarily to electric utilities.
Geologically, our Western operations mine bituminous and subbituminous coal deposits and our
Eastern operations mine bituminous coal deposits. Our Western U.S. Mining operations are
characterized by predominantly surface extraction processes, lower sulfur content and Btu of coal,
and higher customer transportation costs (due to longer shipping distances). Our Eastern U.S.
Mining operations are characterized by a mix of surface and underground extraction processes,
higher sulfur content and Btu of coal, and lower customer transportation costs (due to shorter
shipping distances).
Our Australian Mining operations are characterized by both surface and underground extraction
processes, mining various qualities of low-sulfur, high Btu coal (metallurgical coal) as well as
steam coal primarily sold to an international customer base with a small portion sold to Australian
steel producers and power generators. Metallurgical coal is produced from four of our Australian
mines. Metallurgical coal was approximately 15% of our revenue in 2007 and 14 % of our revenue
during the first three months of 2008.
In addition to our mining operations, which comprised 92% of revenues in 2007, we generate
revenues and additional cash flows from our Trading and Brokerage operations (7% of revenues).
Our resource management activities include transactions utilizing our vast natural resource
position (such as pursuing development projects or selling non-core land holdings and mineral
interests). We own 5.06% of the 1,600-megawatt Prairie State Energy Campus that is under
construction in Washington County, Illinois and we are pursuing various development options related
to the Thoroughbred Energy Campus site in Muhlenberg County, Kentucky.
23
Results of Operations
The portions of the Eastern U.S. Mining operations business segment that were included in the
spin-off of Patriot have been classified as discontinued operations and are excluded from the
operating results for all periods presented. See Note 3 to the unaudited condensed consolidated
financial statements included in Part I. for the description of the spin-off.
Adjusted EBITDA
The discussion of our results of operations below includes references to and analysis of our
segments Adjusted EBITDA results. Adjusted EBITDA is defined as income from continuing operations
before deducting early debt extinguishment costs, net interest expense, income taxes, minority
interests, asset retirement obligation expense and depreciation, depletion and amortization.
Adjusted EBITDA is used by management to measure our segments operating performance, and
management also believes it is a useful indicator of our ability to meet debt service and capital
expenditure requirements. Because Adjusted EBITDA is not calculated identically by all companies,
our calculation may not be comparable to similarly titled measures of other companies. Adjusted
EBITDA is reconciled to its most comparable measure, under GAAP, in Note 10 to our unaudited
condensed consolidated financial statements.
Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
Summary
Higher volumes in the Powder River Basin, contributions from recently completed mines in
Australia, an increase in Trading and Brokerage revenues and improved pricing from all domestic
regions contributed to the 15.0% increase in revenues to $1.28 billion in the first quarter of 2008
compared to 2007.
Segment Adjusted EBITDA decreased 2.0%, or $5.8 million, compared to the prior year primarily
due to the following:
|
|
|
The continuing rail and port constraints facing our Australian Mining operations; |
|
|
|
|
The effects of weather conditions in both our Eastern U.S. and Australian Mining
operations; and |
|
|
|
|
Higher commodity costs driven by an increase in energy prices. |
Partially offsetting these results were the following:
|
|
|
Improved results from Trading and Brokerage operations; |
|
|
|
|
Production from recently completed mines in Australia; and |
|
|
|
|
Higher prices in our U.S. Mining operations as noted above. |
Income from continuing operations was $69.5 million in the first quarter of 2008, or $0.26 per
diluted share, a decrease of 15.1% over 2007 income from continuing operations of $81.9 million, or
$0.30 per diluted share. The reasons for this decrease include the following:
|
|
|
An increase in our income tax provision of $33.1 million associated with higher
pre-tax income and a $15.9 million non-cash foreign currency impact on deferred taxes
due to the remeasurement of Australian dollar deferred taxes into U.S. dollars; and |
|
|
|
|
Higher depreciation, depletion and amortization of $12.1 million primarily from
production volume and asset depreciation at our newly completed mines in Australia and
increased volume in the Powder River Basin. |
24
Tons Sold
The following table presents tons sold by operating segment for the three months ended March
31, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Increase (Decrease) |
|
|
2008 |
|
2007 |
|
Tons |
|
% |
|
|
|
|
|
|
(Tons in millions) |
|
|
|
|
|
|
|
|
Western U.S. Mining Operations |
|
|
42.3 |
|
|
|
37.9 |
|
|
|
4.4 |
|
|
|
11.6 |
% |
Eastern U.S. Mining Operations |
|
|
7.6 |
|
|
|
7.8 |
|
|
|
(0.2 |
) |
|
|
(2.6 |
)% |
Australian Mining Operations |
|
|
5.5 |
|
|
|
5.0 |
|
|
|
0.5 |
|
|
|
10.0 |
% |
Trading and Brokerage Operations |
|
|
5.8 |
|
|
|
4.5 |
|
|
|
1.3 |
|
|
|
28.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total tons sold |
|
|
61.2 |
|
|
|
55.2 |
|
|
|
6.0 |
|
|
|
10.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
The following table presents revenues for the three months ended March 31, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
Increase to Revenues |
|
|
|
2008 |
|
|
2007 |
|
|
$ |
|
|
% |
|
|
|
|
|
|
(Dollars in thousands) |
|
|
|
|
|
|
|
Western U.S. Mining Operations |
|
$ |
591,470 |
|
|
$ |
484,459 |
|
|
$ |
107,011 |
|
|
|
22.1 |
% |
Eastern U.S. Mining Operations |
|
|
266,755 |
|
|
|
257,013 |
|
|
|
9,742 |
|
|
|
3.8 |
% |
Australian Mining Operations |
|
|
300,228 |
|
|
|
286,991 |
|
|
|
13,237 |
|
|
|
4.6 |
% |
Trading and Brokerage Operations |
|
|
110,052 |
|
|
|
76,261 |
|
|
|
33,791 |
|
|
|
44.3 |
% |
Corporate and Other |
|
|
7,446 |
|
|
|
5,068 |
|
|
|
2,378 |
|
|
|
46.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
1,275,951 |
|
|
$ |
1,109,792 |
|
|
$ |
166,159 |
|
|
|
15.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Our first quarter 2008 total revenues increased $166.2 million, or 15.0%, compared to prior
year as revenues improved across all operating segments. The primary drivers of the increases
included the following:
|
|
|
Higher volumes (4.9 million tons) in the Powder River Basin driven by increased
demand and greater throughput as a result of capital improvements; |
|
|
|
|
Improved pricing in all U.S. regions led to an increase of 7.2% in average sales
prices in our U.S. Mining operations. Higher sales price realizations for the quarter
were driven by Powder River Basin performance, in particular, a 12.9% price appreciation
for our premium Powder River Basin product; and |
|
|
|
|
Trading and Brokerage operations sales increased $33.8 million in the current
quarter compared to prior year due to an increase of trading positions allowing us to
capture market movements, including export transactions. |
Partially offsetting these volume and average sales price increases were the following:
|
|
|
Slightly lower volumes in our Eastern U.S. operations due to heavy rains during the
quarter in the Midwest; |
|
|
|
|
Lower volumes from our existing Australian mines due to record flooding in Queensland
during the first three months of 2008; |
|
|
|
|
A 6.1% decrease in our average sales price per ton in Australia due to lower realized
metallurgical coal pricing as compared to the prior year and a higher proportion of
thermal product sales in the mix; and |
|
|
|
|
Lower revenues from coal sold to synthetic fuel plants of $7.9 million. |
25
Segment Adjusted EBITDA
Our total segment Adjusted EBITDA was $282.3 million for the three months ended March 31,
2008, compared with $288.1 million in the prior year. Details were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) |
|
|
|
Three Months Ended March 31, |
|
|
to Segment Adjusted EBITDA |
|
|
|
2008 |
|
|
2007 |
|
|
$ |
|
|
% |
|
|
|
|
|
|
(Dollars in thousands) |
|
|
|
|
|
|
|
Western U.S. Mining Operations |
|
$ |
153,702 |
|
|
$ |
139,199 |
|
|
$ |
14,503 |
|
|
|
10.4 |
% |
Eastern U.S. Mining Operations |
|
|
32,950 |
|
|
|
49,726 |
|
|
|
(16,776 |
) |
|
|
(33.7 |
)% |
Australian Mining Operations |
|
|
3,847 |
|
|
|
62,561 |
|
|
|
(58,714 |
) |
|
|
(93.9 |
)% |
Trading and Brokerage Operations |
|
|
91,758 |
|
|
|
36,590 |
|
|
|
55,168 |
|
|
|
150.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Segment Adjusted EBITDA |
|
$ |
282,257 |
|
|
$ |
288,076 |
|
|
$ |
(5,819 |
) |
|
|
(2.0 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA from our Western U.S. Mining operations increased $14.5 million, or 10.4%,
during the first quarter of 2008 primarily related to an overall increase in average sales prices
across the region led by a sales realization increase of 12.9% for our premium Powder River Basin
product. In addition to an increase in prices, volumes in the region rose 4.9 million tons or 15.2%
due to increased demand and greater throughput as a result of capital improvements. Partially
offsetting higher average sales prices and higher volumes was a $1.23 increase in per ton cost
experienced by our Western U.S. Mining operations. The cost increases were primarily due to higher
add-on taxes and royalties ($14.0 million), repairs ($22.0 million), material and supply cost
escalations ($9.6 million) and increased commodity costs driven by fuel prices ($4.2 million) and
explosives ($2.0 million).
Eastern U.S. Mining operations Adjusted EBITDA decreased $16.8 million, or 33.7%, during the
first quarter of 2008 compared to prior year. Increases in average sales prices were offset by
lower volumes due to heavy rains in the first quarter of 2008 ($7.3 million) and higher costs for
commodities driven by fuel costs ($7.0 million) and materials and supplies escalations ($5.2
million). Also affecting the Eastern U.S. Mining segment was the decrease in revenues from coal
sold to synthetic fuel plants of $7.9 million.
Our Australian Mining operations Adjusted EBITDA decreased $58.7 million, or 93.9%, during
the first quarter of 2008 compared to prior year primarily due to increased
transportation/demurrage costs ($26.4 million), significant flooding in Queensland ($7.2 million),
higher fuel costs ($5.9 million), and lower average sales price due to lower realized metallurgical
coal prices in the first quarter of 2008 due to different contract periods and higher thermal
product sales in the sales mix. In addition, the Australian Mining operations had higher costs due
to a longwall move in 2008 and an increase in overhaul expenses. Further decreasing Australian
results was the impact of Australian dollar/U.S. dollar exchange rates of approximately $10
million.
Trading and Brokerage operations Adjusted EBITDA increased $55.2 million during the first
quarter of 2008 compared to the prior year due to an increase in trading activity and strengthening
of global coal markets.
26
Income From Continuing Operations Before Income Taxes and Minority Interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) |
|
|
|
Three Months Ended March 31, |
|
|
to Income |
|
|
|
2008 |
|
|
2007 |
|
|
$ |
|
|
% |
|
|
|
|
|
|
(Dollars in thousands) |
|
|
|
|
|
|
|
Total Segment Adjusted EBITDA |
|
$ |
282,257 |
|
|
$ |
288,076 |
|
|
$ |
(5,819 |
) |
|
|
(2.0 |
)% |
Corporate and Other Adjusted EBITDA |
|
|
(8,786 |
) |
|
|
(53,084 |
) |
|
|
44,298 |
|
|
|
83.4 |
% |
Depreciation, depletion and amortization |
|
|
(94,002 |
) |
|
|
(81,925 |
) |
|
|
(12,077 |
) |
|
|
(14.7 |
)% |
Asset retirement obligation expense |
|
|
(6,800 |
) |
|
|
(5,683 |
) |
|
|
(1,117 |
) |
|
|
(19.7 |
)% |
Interest expense |
|
|
(59,238 |
) |
|
|
(57,484 |
) |
|
|
(1,754 |
) |
|
|
(3.1 |
)% |
Interest income |
|
|
1,112 |
|
|
|
2,762 |
|
|
|
(1,650 |
) |
|
|
(59.7 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before
income taxes and minority interests |
|
$ |
114,543 |
|
|
$ |
92,662 |
|
|
$ |
21,881 |
|
|
|
23.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and minority interests for the first quarter of 2008 was $21.9
million, or 23.6%, higher than the prior year primarily due to improved results from Corporate and
Other, partially offset by lower Total Segment Adjusted EBITDA noted above and higher depreciation,
depletion and amortization.
Corporate and Other Adjusted EBITDA results include selling and administrative expenses,
equity income from our joint ventures, net gains on asset disposals, costs associated with past
mining obligations and revenues and expenses related to our other commercial activities such as
coalbed methane, generation development, Btu conversion and resource management. The $44.3 million
improvement in Corporate and Other Adjusted EBITDA during the first quarter of 2008 compared to
2007 includes the following:
|
|
|
Higher gains on asset disposals or exchanges of $58.0 million. The first quarter of
2008 activity included a gain of $54.0 million from the sale of non-strategic coal
reserves and surface lands located in Kentucky, compared to gains on asset disposals or
exchanges of $1.4 million in the prior year; and |
|
|
|
|
Higher selling and administrative expenses of $19.2 million were primarily driven by
costs associated with the transition to a new enterprise resource planning system, costs
to support corporate growth initiatives and an increase in performance-based incentive
costs. |
Depreciation, depletion and amortization increased $12.1 million during the first quarter of
2008 primarily related to production volume and asset depreciation at our recently completed
Australian mines and increased depletion at our Western U.S. Mining operations due to the increase
in volumes.
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) |
|
|
|
Three Months Ended March 31, |
|
|
to Income |
|
|
|
2008 |
|
|
2007 |
|
|
$ |
|
|
% |
|
|
|
|
|
|
(Dollars in thousands) |
|
|
|
|
|
|
|
Income from
continuing operations before income taxes and minority interests |
|
$ |
114,543 |
|
|
$ |
92,662 |
|
|
$ |
21,881 |
|
|
|
23.6 |
% |
Income tax provision |
|
|
(44,118 |
) |
|
|
(10,995 |
) |
|
|
(33,123 |
) |
|
|
(301.3 |
)% |
Minority interests |
|
|
(879 |
) |
|
|
251 |
|
|
|
(1,130 |
) |
|
|
(450.2 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
69,546 |
|
|
|
81,918 |
|
|
|
(12,372 |
) |
|
|
(15.1 |
)% |
Income (loss) from discontinued operations |
|
|
(12,381 |
) |
|
|
6,588 |
|
|
|
(18,969 |
) |
|
|
(287.9 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
57,165 |
|
|
$ |
88,506 |
|
|
$ |
(31,341 |
) |
|
|
(35.4 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income decreased $31.3 million, or 35.4%, during the first quarter of 2008 compared to
prior year due to the increase in pre-tax income discussed above being more than offset by an
increase in the income tax provision and the loss from discontinued operations. The increase in
27
the income tax provision of $33.1 million is the result of an increase in pre-tax income and a
$15.9 million foreign currency impact on deferred taxes as a result of the weakening of the U.S.
dollar against the Australian dollar. Income from discontinued operations decreased $19.0 million
mainly due to the write-off of an excise tax refund receivable as a result of an April 2008 Supreme
Court ruling (see Notes 3 and 12 to the unaudited condensed consolidated financial statements
included in Part I. Item 1 of this report).
Outlook
Events Impacting Near-Term Operations
Global coal markets continued to strengthen, driven by increased demand from growing and
developing economies. The U.S. economy grew 2.2% for 2007 as reported by the U.S. Commerce
Department, while Chinas economy grew 11.4% in 2007 as published by the National Bureau of
Statistics of China.
Constraints on global coal supplies ignited U.S. coal export interests beginning in the third
quarter of 2007. Global supply challenges became even greater throughout the first quarter of
2008. Flooding in Queensland, Australia is estimated to have reduced seaborne coal supplies by at
least 15 million metric tons; China curtailed coal exports during the first quarter and announced
that 2008 export licenses would be issued at levels 24% below the prior year; India is seeking
increased coal imports to replenish critically low stockpiles; South Africas year-to-date exports
are two million tonnes lower than prior year due to the rebuilding of domestic inventories; and
Indonesia and Russia, major coal exporting nations, are also limiting exports to meet increasing
domestic needs. As a result, U.S. coal products are realizing expanded market reach resulting in
higher published prices for all products. We expect to capitalize on the strong global markets
primarily through production and sales of metallurgical coal from our Australian operations,
thermal coal from both our U.S. and Australian operations, and through our U.S. and international
coal trading activities.
In the U.S., we anticipate higher volumes in 2008 versus 2007 from all the coal basins where
we operate. The higher 2008 volumes include the startup of a new mine, El Segundo, in the
Southwestern U.S. in the second quarter. Our 2008 results will be impacted to the extent we
complete ramp-up activities on time and at expected capacity. Although we currently expect to
increase our shipment levels, our ability to reach targeted volumes is dependent upon the
performance of the rail carriers.
We are targeting 2008 production of 220 to 240 million tons and total sales volume of 240 to
260 million tons, both of which include 22 to 24 million tons from Australia. As of March 31, 2008,
our unpriced volumes from 2008 planned production included 6.5 to 7.5 million Australian tons,
two-thirds of which is metallurgical coal. Our 2008 results will be affected by the final
Australian coal price settlements and the resolution of possible carryover tons. Our two primary
shipping points, Dalrymple Bay Coal Terminal and Port of Newcastle, continue to experience lengthy
vessel queues, extreme weather conditions impacting operations and the coal logistics chain, and
transportation challenges, which could
result in delayed shipments and demurrage charges. Unpriced volumes for 2009 include 15 to 18
million Australian tons, approximately half of which is metallurgical coal, and 60 to 70 million
U.S. tons.
We expect improvements in U.S. and Australia operating results from higher prices and
increased volumes, partly offset by some of the factors discussed above and escalation of key
supply costs, including approximately $150 million in higher energy-related expenses and $50
million due to the effect of exchange rates.
Long-term Outlook
Our outlook for the coal markets remains positive. We believe strong coal markets will
continue worldwide, as long as growth continues in the U.S., Asia and other industrialized
economies that are increasing coal demand for electricity generation and steelmaking. Approximately
120 gigawatts of new coal-fueled electricity generating capacity is scheduled to come on line
around the world between 2008 and 2010, and the EIA projects an additional 130 gigawatts of new
U.S. coal-fueled generation by 2030, including nine gigawatts at coal-to-liquids plants and 45
gigawatts at integrated gasification combined-cycle plants, which represents more than 500 million
tons of additional coal demand.
According to EIA projections, domestic coal consumption is expected to grow at an average
annual rate of 1.8% from 2007 through 2030 when U.S. coal demand is forecasted to reach 1.7 billion
tons. Coal production located west of the Mississippi River is projected to provide most of the
incremental growth as Western production increases to an estimated 65% share of total production in
2030 versus 58% in 2007.
28
Globally, we believe that coal demand is driven by electricity generation (65%) and industrial
use (31%), including steel making. The International Energy Agency (IEA) estimates coals share of
total world energy consumption is projected to increase from 25% in 2005 to 28% through 2030, and
in the electric power sector, its share is estimated to rise from 43% in 2004 to 45% in 2030. More
than 80% of the growth in global coal demand is expected to come from China and India. These two
countries comprise approximately 45% of global coal use, which is projected by IEA to grow to 80%
by 2030. China alone added an estimated 96 gigawatts of new coal-fueled generation in 2007,
representing more than 300 million tons of annual coal use. Coal demand in India is forecasted to
nearly triple by 2030. In total, global coal consumption is expected to grow 73%, or more than 4
billion tons by 2030.
Coal-to-gas (CTG) and coal-to-liquids (CTL) plants represent a significant avenue for
potential long-term industry growth. The EIA continues to project an increase in demand for
unconventional sources of transportation fuel, including CTL, and in the U.S. CTL technologies are
receiving support from both political parties. China and India are developing CTG and CTL
facilities.
Demand for Powder River Basin coal remains strong, particularly for our ultra-low sulfur
products. The Powder River Basin represents more than half of our production. We control
approximately 3.3 billion tons of proven and probable reserves in the Southern Powder River Basin,
and we sold 139.8 million tons of coal from this region during 2007.
Management plans to aggressively control costs and operating performance to mitigate external
cost pressures, geologic conditions and potentially adverse port and rail performance. We are
experiencing increases in operating costs related to fuel, explosives, steel, tires, contract
mining and healthcare, and have taken measures to mitigate the increases in these costs, including
a company-wide initiative to instill best practices at all operations. In addition, historically
low long-term interest rates also have a negative impact on expenses related to our actuarially
determined, employee-related liabilities. We may also encounter poor geologic conditions, lower
third-party contract miner or brokerage source performance or unforeseen equipment problems that
limit our ability to produce at forecasted levels. To the extent upward pressure on costs exceeds
our ability to realize sales increases, or if we experience unanticipated operating or
transportation difficulties, our operating margins would be negatively impacted. See Cautionary
Notice Regarding Forward-Looking Statements and Item 1A. Risk Factors in our Annual Report on Form
10-K for the year ended December 31, 2007 for additional considerations regarding our outlook.
Global climate change continues to attract considerable public and scientific attention.
Enactment of laws and passage of regulations regarding greenhouse gas emissions by the United
States or some of its states or by other countries, or other actions to limit carbon dioxide
emissions, could result in electric generators switching from coal to other fuel sources. We
continue to support clean coal technology development and voluntary initiatives addressing global
climate change through our participation as a founding member of the FutureGen Alliance, through
our commitment to the Australian COAL21
Fund, and through our participation in the Power Systems Development Facility, the PowerTree
Carbon Company LLC, and the Asia-Pacific Partnership for Clean Development and Climate. In
addition, we are the only non-Chinese equity partner in GreenGen, the first near-zero emissions
coal-fueled power plant with carbon capture and storage which is under development in China.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition, results of operations, liquidity and
capital resources is based upon our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States. Generally accepted accounting
principles require that we make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.
On an ongoing basis, we evaluate our estimates. We base our estimates on historical experience and
on various other assumptions that we believe are reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of assets and liabilities that
are not readily apparent from other sources. Actual results may differ from these estimates.
Managements Discussion and Analysis in our 2007 Annual Report on Form 10-K describes the critical
accounting policies and estimates used in the preparation of our financial statements. As discussed
in Note 2 and Note 11, we adopted SFAS No. 157 effective January 1, 2008 for financial assets and
liabilities for which fair value is measured and reported on a recurring basis. Other than this
change, there have been no significant changes in our critical accounting estimates during the
three months ended March 31, 2008.
29
Fair
Value Measurements
We use various methods to determine the fair value of financial assets and liabilities using
market-quoted inputs for valuation or corroboration as available. We utilize market data or
assumptions that market participants would use in pricing the particular asset or liability,
including assumptions about inherent risk. We primarily apply the market approach for recurring
fair value measurements utilizing the best available information.
We consider nonperformance risk in the valuation of derivative instruments by analyzing the
credit standing of counterparties and considering any counterparty credit enhancements (e.g.,
collateral). The impact of credit standing, as well as any potential credit enhancements, has been
factored into the fair value measurement of both financial derivative assets and financial
derivative liabilities.
We evaluate the quality and reliability of the assumptions and data used to measure fair value
in the three hierarchy levels, Level 1, 2 and 3, as prescribed by SFAS No. 157 (see Note 11 for
additional information). Commodity swap and physical commodity purchase/sale contracts transacted
in less liquid markets or contracts, such as long-term arrangements, with limited price
availability were classified in Level 3. These instruments or contracts are valued based on quoted
inputs from brokers or counterparties, or reflect methodologies that consider historical
relationships among similar commodities to derive our best estimate of fair value. We have
consistently applied these valuation techniques in all periods presented, and believe we have
obtained the most accurate information available for the types of derivative contracts held. The
Level 3 financial assets as of March 31, 2008 are as follows:
|
|
|
|
|
|
|
(Dollars in thousands) |
|
Assets: |
|
|
|
|
Physical commodity purchase/sale contracts |
|
$ |
169,420 |
|
Commodity swaps |
|
|
4,478 |
|
|
|
|
|
Total |
|
$ |
173,898 |
|
|
|
|
|
|
|
|
|
|
Total financial assets measured at fair value |
|
$ |
461,685 |
|
|
Percent of Level 3 assets to total financial
assets measured at fair value |
|
|
38 |
% |
Total unrealized gains reflected in earnings related to assets held as of March 31, 2008 were
$32.3 million. Unrealized gains and losses for the period from Level 3 items are offset by
unrealized gains and losses on positions classified in Level 1 or 2, as well as positions that have
been realized during the period. Gains and losses (realized and unrealized) included in earnings
related to Level 3 physical commodity contracts are reported in Other revenues, while gains and
losses related to Level 2 foreign currency forwards and options are reported in Operating costs
and expenses.
Liquidity and Capital Resources
Our primary sources of cash include sales of our coal production to customers, cash generated
from our trading and brokerage activities, sales of non-core assets and financing transactions,
including the sale of our accounts receivable (through our securitization program). Our primary
uses of cash include our cash costs of coal production, capital expenditures, interest costs and
costs related to past mining obligations as well as acquisitions. Our ability to pay dividends,
service our debt (interest and principal) and acquire new productive assets or businesses is
dependent upon our ability to continue to generate cash from the primary sources noted above in
excess of the primary uses. Future dividends, among other things, are subject to limitations
imposed by our Senior Notes and Debenture covenants. We generally fund all of our capital
expenditure requirements with cash generated from operations.
30
Net cash provided by operating activities from continuing operations for the three months
ended March 31, 2008 decreased $147.4 million compared to the prior year. The decrease was
primarily related to a current year decrease in operating cash flows generated from our Australian
mining operations and timing of cash flows from our working capital.
Net cash used in investing activities from continuing operations decreased $70.3 million for
the three months ended March 31, 2008 compared to the prior year. The decrease reflects lower
capital spending of $48.2 million in 2008 and an increase in cash proceeds of $21.6 million related
to disposals of assets. Capital expenditures in 2008 included mine development at our El Segundo
mine which we expect will start producing subbituminious medium sulfur coal in the second quarter,
a state-of-the-art blending and loading system at our North Antelope Rochelle Mine and spending on
continuing development work for our interest in the Prairie State Generating Station.
Net cash provided by financing activities was $86.4 million during the three months ended
March 31 2008, compared to $101.9 million used in the first three months of 2007. During the first
three months of 2008, a $93.3 million increase in our Revolving Credit Facility balance was used to
temporarily support capital investment needs and to increase our cash on hand by $37.3 million. We
expect to fund future capital expenditures with cash generated from our operations consistent with
our normal practice. In the first three months of 2007, we made debt repayments of $93.1 million
that included a $60.0 million retirement of our 5.0% Subordinated Note; an $18.3 million prepayment
on our outstanding balance of the Term Loan under the Senior Unsecured Credit Facility; and a $13.8
million open-market purchase of 5.875% Senior Notes.
Our total indebtedness as of March 31, 2008 and December 31, 2007, consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(Dollars in thousands) |
|
Term Loan under the Senior Unsecured Credit Facility |
|
$ |
502,721 |
|
|
$ |
509,084 |
|
Revolving Credit Facility |
|
|
191,000 |
|
|
|
97,700 |
|
Convertible Junior Subordinated Debentures due 2066 |
|
|
732,500 |
|
|
|
732,500 |
|
7.375% Senior Notes due 2016 |
|
|
650,000 |
|
|
|
650,000 |
|
6.875% Senior Notes due 2013 |
|
|
650,000 |
|
|
|
650,000 |
|
7.875% Senior Notes due 2026 |
|
|
246,983 |
|
|
|
246,965 |
|
5.875% Senior Notes due 2016 |
|
|
218,090 |
|
|
|
218,090 |
|
6.84% Series C Bonds due 2016 |
|
|
43,000 |
|
|
|
43,000 |
|
6.34% Series B Bonds due 2014 |
|
|
21,000 |
|
|
|
21,000 |
|
6.84% Series A Bonds due 2014 |
|
|
10,000 |
|
|
|
10,000 |
|
Capital lease obligations |
|
|
89,476 |
|
|
|
92,186 |
|
Fair value
hedge adjustment |
|
|
9,597 |
|
|
|
1,604 |
|
Other |
|
|
681 |
|
|
|
971 |
|
|
|
|
|
|
|
|
Total |
|
$ |
3,365,048 |
|
|
$ |
3,273,100 |
|
|
|
|
|
|
|
|
As of March 31, 2008, the Revolving Credit Facilitys remaining available borrowing capacity
under the Senior Unsecured Credit Facility was $1.21 billion.
Interest Rate Swaps
To limit the impact of interest rate changes on earnings and cash flows, we manage fixed-rate
debt as a percentage of net debt through the use of various hedging instruments.
31
In previous years, we entered into various interest rate swaps, including the following: a
series of fixed-to-floating interest rate swaps with combined notional amounts totaling $320.0
million that were designated to hedge changes in fair value of the 6.875% Senior Notes due 2013; a
series of fixed-to-floating interest rate swaps with combined notional amounts totaling $100.0
million that were designated to hedge changes in fair value of the 5.875% Senior Notes due 2016;
and a $120.0 million notional amount floating-to-fixed interest rate swap with a fixed rate of
6.25% and a floating rate of LIBOR plus 1.0% that was designated to hedge changes in expected cash
flows on the Term Loan under the Senior Unsecured Credit Facility.
In addition to the interest rate swaps, we had two additional swaps with a combined notional
amount of $100.0 million, which were terminated during the three months ended March 31, 2008. The
combined settlement amount of $3.4 million was recorded as an
adjustment to the fair value hedge adjustment and will be amortized to interest expense over the remaining maturity period of the
6.875% Senior Notes.
Third-party Security Ratings
The ratings for our Senior Unsecured Credit Facility and our Senior Unsecured Notes are as
follows: Moodys has issued a Ba1 rating, Standard & Poors a BB rating and Fitch has issued a BB+
rating. The ratings on our Convertible Junior Subordinated Debentures are as follows: Moodys has
issued a Ba3 rating, Standard & Poors a B rating and Fitch has issued a BB- rating. These
security ratings reflected the views of the rating agency only. An explanation of the significance
of these ratings may be obtained from the rating agency. Such ratings are not a recommendation to
buy, sell or hold securities, but rather an indication of creditworthiness. Any rating can be
revised upward or downward or withdrawn at any time by a rating agency if it decides that the
circumstances warrant the change. Each rating should be evaluated independently of any other
rating.
Capital Expenditures
Total capital expenditures for 2008 are expected to range from $350 million to $400 million,
excluding federal coal reserve lease payments. These planned expenditures relate to replacement,
improvement, or expansion of existing mines, particularly in Australia, the El Segundo mine
development in New Mexico, and growth initiatives such as increasing capacity in the Powder River
Basin.
Off-Balance Sheet Arrangements
In the normal course of business, we are a party to certain off-balance sheet arrangements.
These arrangements include guarantees, indemnifications, financial instruments with off-balance
sheet risk, such as bank letters of credit and performance or surety bonds and our accounts
receivable securitization. Liabilities related to these arrangements are not reflected in our
condensed consolidated balance sheets, and we do not expect any material adverse effects on our
financial condition, results of operations or cash flows to result from these off-balance sheet
arrangements.
Under our accounts receivable securitization program, undivided interests in a pool of
eligible trade receivables contributed to our wholly-owned, bankruptcy-remote subsidiary are sold,
without recourse, to a multi-seller, asset-backed commercial paper conduit (Conduit). Purchases by
the Conduit are financed with the sale of highly rated commercial paper. We utilize proceeds from
the sale of our accounts receivable as an alternative to other forms of debt, effectively reducing
our overall borrowing costs. The securitization program is scheduled to expire in September 2009.
The securitization transactions have been recorded as sales, with those accounts receivable sold to
the Conduit removed from the condensed consolidated balance sheets. The amount of undivided
interests in accounts receivable sold to the Conduit was $275.0 million as of March 31, 2008 and
December 31, 2007.
As part of the Patriot spin-off, we agreed to maintain in force several letters of credit that
secured Patriot obligations for certain employee benefits and workers compensation obligations.
These letters of credit are to be released upon Patriot satisfying the beneficiaries with alternate
letters of credit or insurance, which is expected to occur in 2008. If Patriot is unable to satisfy
the primary beneficiaries by June 30, 2011, they are then required to provide directly to us a
letter of credit in the amount of the remaining obligation. The amount of letters of credit
securing Patriot obligations was $74.7 million and $136.8 million as of March 31, 2008 and December
31, 2007. On April 1, 2008, an additional $61.8 million of letters of credit securing Patriot
obligations were released.
32
There were no other material changes to our off-balance sheet arrangements during the three
months ended March 31, 2008. See Note 13 to our unaudited condensed consolidated financial
statements included in this report for a discussion of our guarantees. Our off-balance sheet
arrangements are discussed in Managements Discussion and Analysis of Financial Condition and
Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31,
2007.
Newly Adopted Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standard (SFAS) No. 157, Fair Value Measurements (SFAS No. 157). SFAS No.
157 defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about fair value measurements. SFAS No. 157
applies under other accounting pronouncements that require or permit fair value measurements, and
therefore does not require any new fair value measurements. In February 2008, the FASB amended SFAS
No. 157 to exclude leasing transactions and to delay the effective date by one year for
nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial
statements on a nonrecurring basis. We adopted SFAS No. 157 on January 1, 2008.
In April 2007, the FASB issued FASB Staff Position (FSP) FASB Interpretation Number (FIN)
39-1, Amendment of FASB Interpretation No. 39 (FSP FIN 39-1). FSP FIN 39-1 amends certain
provisions of FIN 39, Offsetting of Amounts Related to Certain Contracts, and permits companies
to offset fair value amounts recognized for cash collateral receivables or payables against fair
value amounts recognized for net derivative positions executed with the same counterparty under the
same master netting arrangement. Prior to the implementation of FSP FIN 39-1, all positions
executed with common counterparties were presented gross in the appropriate balance sheet line
items. Effective January 1, 2008, in accordance with the provisions of FSP FIN 39-1, we offset our
asset and liability coal trading derivative positions and other corporate hedging activities on a
counterparty-by-counterparty basis if the contractual agreement provides for the net settlement of
contracts with the counterparty in the event of default or termination of any one contract. The
December 31, 2007 balances were adjusted to conform with the provisions of FSP FIN 39-1. See Note
4 to the unaudited condensed consolidated financial statements included in Part I. Item 1 of this
report for a presentation of the assets and liabilities from coal trading activities on a gross
basis (pre-FSP FIN 39-1) and on a net basis (post-FSP FIN 39-1).
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities, including an amendment of FASB Statement No. 115 (SFAS No. 159). SFAS
No. 159 provides all entities with an option to report selected financial assets and liabilities at
fair value. SFAS No. 159 was effective for us for the fiscal year beginning January 1, 2008. SFAS
No. 159 did not have an impact on our unaudited condensed consolidated financial statements.
Accounting Pronouncements Not Yet Implemented
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statementsan amendment of ARB No. 51 (SFAS No. 160). SFAS No. 160 establishes
accounting and reporting standards for noncontrolling interests in partially-owned consolidated
subsidiaries and the loss of control of subsidiaries. SFAS No. 160 requires noncontrolling
interests (minority interests) to be reported as a separate component of equity. In addition, this
statement requires that a parent recognize a gain or loss in net income when a subsidiary is
deconsolidated. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008 (January 1, 2009 for us). Early adoption is not
allowed. We do no expect the adoption of SFAS No. 160 to have a material effect on our financial
statements.
In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS No. 141(R)),
which replaces SFAS No. 141. SFAS No. 141(R) changes the principles and requirements for the
recognition and measurement of the identifiable assets acquired, liabilities assumed, and any
noncontrolling interest in the acquiree in the financial statements of the acquirer. This statement
also provides guidance for the recognition and measurement of goodwill acquired in the business
combination and related disclosure. This statement applies prospectively to business combinations
for which the acquisition date is on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008 (January 1, 2009 for us).
33
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities an amendment of FASB Statement No. 133 (SFAS No. 161). SFAS No. 161 expands
the disclosure requirements for derivative instruments and hedging activities. This statement
specifically requires entities to provide enhanced disclosures addressing the following: (1) how
and why an entity uses derivative instruments, (2) how derivative instruments and related hedged
items are accounted for under FASB Statement No. 133 and its related interpretations, and (3) how
derivative instruments and related hedged items affect an entitys financial position, financial
performance, and cash flows. SFAS No. 161 is effective for fiscal years and interim periods
beginning after November 15, 2008 (January 1, 2009 for us). While we are currently evaluating the
impact SFAS No. 161 will have on our disclosures, the adoption of SFAS No. 161 will not affect our
results of operations or financial condition.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The potential for changes in the market value of our coal trading, interest rate and currency
portfolios is referred to as market risk. Market risk related to our coal trading portfolio is
evaluated using a value at risk analysis (described below). Value at risk analysis is not used to
evaluate our non-trading interest rate, crude oil, natural gas or currency hedging portfolios. A
description of each market risk category is set forth below. We attempt to manage market risks
through diversification, controlling position sizes and executing hedging strategies. Due to lack
of quoted market prices and the long term, illiquid nature of the positions, we have not quantified
market risk related to our non-trading, long-term coal supply agreement portfolio.
Coal Trading Activities and Related Commodity Price Risk
We engage in over-the-counter and direct trading of coal. These activities give rise to
commodity price risk, which represents the potential loss that can be caused by an adverse change
in the market value of a particular commitment. We actively measure, monitor and adjust traded
position levels to remain within risk limits prescribed by management. For example, we have
policies in place that limit the amount of total exposure, in value at risk terms, that we may
assume at any point in time.
We account for coal trading using the fair value method, which requires us to reflect
financial instruments with third parties, such as forwards, options and swaps, at market value in
our condensed consolidated financial statements. Our trading portfolio included forwards and swaps
as of March 31, 2008 and December 31, 2007.
We perform a value at risk analysis on our coal trading portfolio, which includes
over-the-counter and brokerage trading of coal. The use of value at risk allows us to quantify in
dollars, on a daily basis, the price risk inherent in our trading portfolio. Value at risk
represents the potential loss in value of our mark-to-market portfolio due to adverse market
movements over a defined time horizon (liquidation period) within a specified confidence level.
Our value at risk model is based on the industry standard variance/co-variance approach. This
captures our exposure related to both option and forward positions. Our value at risk model
assumes a 5 to 15-day holding period and a 95% one-tailed confidence interval. This means that
there is a one in 20 statistical chance that the portfolio would lose more than the value at risk
estimates during the liquidation period.
The use of value at risk allows management to aggregate pricing risks across products in the
portfolio, compare risk on a consistent basis and identify the drivers of risk. Due to the
subjectivity in the choice of the liquidation period, reliance on historical data to calibrate the
models and the inherent limitations in the value at risk methodology, we perform regular stress and
scenario analysis to estimate the impacts of market changes on the value of the portfolio.
Additionally, back-testing is regularly performed to monitor the effectiveness of our value at risk
measure. The results of these analyses are used to supplement the value at risk methodology and
identify additional market-related risks.
We use historical data to estimate price volatility as an input to value at risk and to better
reflect current asset and liability volatilities. Given our reliance on historical data, we believe
value at risk is effective in estimating risk exposures in markets in which there are not sudden
fundamental changes or shifts in market conditions. An inherent limitation of value at risk is
that past changes in market risk factors may not produce accurate predictions of future market
risk. Value at risk should be evaluated in light of this limitation.
34
During the three months ended March 31, 2008, the combined actual low, high, and average
values at risk for our coal trading portfolio were $8.8 million, $26.7 million, and $17.9 million,
respectively. Our value at risk increased over the prior year due to greater price volatility in
the Eastern U.S. and international coal markets, particularly in the international markets into
which we have recently expanded.
As of March 31, 2008, the timing of the estimated future realization of the value of our
trading portfolio was as follows:
|
|
|
|
|
Year of |
|
Percentage |
Expiration |
|
of Portfolio |
2008 |
|
|
32 |
% |
2009 |
|
|
53 |
% |
2010 |
|
|
8 |
% |
2011 |
|
|
6 |
% |
2012 |
|
|
1 |
% |
|
|
|
|
|
|
|
|
100 |
% |
|
|
|
|
|
We also monitor other types of risk associated with our coal trading activities, including
credit, market liquidity and counterparty nonperformance.
Performance and Credit Risk
Our concentration of performance and credit risk is substantially with energy producers and
marketers and electric utilities. Our policy is to independently evaluate each customers
creditworthiness prior to entering into transactions and to constantly monitor the credit extended.
If we engage in a transaction with a counterparty that does not meet our credit standards, we
protect our position by requiring the counterparty to provide appropriate credit enhancement. In
general, increases in coal price volatility and our own trading activity resulted in greater
exposure to our coal-trading counterparties during 2008.
In addition to credit risk, performance risk includes the possibility that a counterparty fails to
deliver agreed production or trading volumes. When appropriate (as determined by our credit
management function), we have taken steps to reduce our exposure to customers or counterparties
whose credit has deteriorated and who may pose a higher risk of failure to perform under their
contractual obligations. These steps include obtaining letters of credit or cash collateral,
requiring prepayments for shipments or the creation of customer trust accounts held for our benefit
to serve as collateral in the event of a failure to pay. To reduce our credit exposure related to
trading and brokerage activities, we seek to enter into netting agreements with counterparties that
permit us to offset receivables and payables with such counterparties. Counterparty risk with
respect to interest rate swap and foreign currency forward and option transactions is not
considered to be significant based upon the creditworthiness of the participating financial
institutions.
Foreign Currency Risk
We utilize currency forwards and options to hedge currency risk associated with anticipated
Australian dollar expenditures. Our currency hedging program for 2008 targets hedging at least
approximately 80% of our anticipated Australian dollar-denominated operating expenditures. As of
March 31, 2008, we had in place forward contracts and options designated as cash flow hedges with
notional amounts outstanding totaling A$2.11 billion of which A$800.0 million, A$716.7 million,
A$568.8 million and A$20.0 million will expire in 2008,
2009, 2010 and 2011, respectively. Our
expectation for Australian dollar-denominated operating cash expenditures over the next 12 months
is approximately A$1.25 billion. Assuming we had no hedges in place, our exposure in Operating
costs and expenses due to a $0.01 change in the Australian dollar/U.S. dollar exchange rate is
approximately $12.5 million for the next 12 months. However, taking into consideration hedges
currently in
place, our net exposure to the same rate change is approximately $2.8 million for the next 12
months.
35
Interest Rate Risk
Our objectives in managing exposure to interest rate changes are to limit the impact of
interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve
these objectives, we manage fixed-rate debt as a percent of net debt through the use of various
hedging instruments, which are discussed in detail in Note 7 to our unaudited condensed
consolidated financial statements. As of March 31, 2008, after taking into consideration the
effects of interest rate swaps, we had $2.37 billion of fixed-rate borrowings and $994.2 million of
variable-rate borrowings outstanding. A one percentage point increase in interest rates would
result in an annualized increase to interest expense of $9.9 million on our variable-rate
borrowings. With respect to our fixed-rate borrowings, a one percentage point increase in interest
rates would result in a $280.1 million decrease in the estimated fair value of these borrowings.
Other Non-trading Activities
We manage our commodity price risk for our non-trading, long-term coal contract portfolio
through the use of long-term coal supply agreements, rather than through the use of derivative
instruments. We sold 87% of our sales volume under long-term coal supply agreements during 2007.
Some of the products used in our mining activities, such as diesel fuel and explosives, are
subject to commodity price risk. To manage this risk, we use a combination of forward contracts
with our suppliers and financial derivative contracts, primarily swap contracts with financial
institutions. As of March 31, 2008, we had derivative contracts outstanding that are designated as
cash flow hedges of anticipated purchases of fuel and explosives.
Notional amounts outstanding under fuel-related, derivative swap contracts were 109.6 million
gallons of crude oil scheduled to expire through 2011. We expect to consume 125 to 130 million
gallons of fuel in 2008. A one dollar per barrel change in the price of crude oil would increase
or decrease our annual fuel costs (ignoring the effects of hedging) by approximately $2.4 million.
Notional amounts outstanding under explosives-related swap contracts, scheduled to expire
through 2010, were 6.0 mmbtu of natural gas. In our Western U.S. Mining operations, we expect to
consume 195,000 to 205,000 tons of explosives per year. Through our natural gas hedge contracts, we
have fixed prices for approximately 85% of our 2008 anticipated explosives requirements for our
Western U.S. Mining operations. Based on our expected usage, a change in natural gas prices of 10
cents per mmbtu (ignoring the effects of hedging) would result in an increase or decrease in our
operating costs of approximately $0.4 million per year.
In our Eastern U.S. Mining operations, we expect to consume 170,000 to 175,000 tons of
explosives in 2008. Our explosives supply contracts in our Eastern U.S. Mining Operations cannot
be hedged with natural gas or other traded commodity contracts.
Item 4. Controls and Procedures.
Our disclosure controls and procedures are designed to, among other things, provide reasonable
assurance that material information, both financial and non-financial, and other information
required under the securities laws to be disclosed is accumulated and communicated to senior
management, including the principal executive officer and principal financial officer, on a timely basis.
Under the direction of the principal executive officer and principal financial officer, management has
evaluated our disclosure controls and procedures, as defined in Rule 13a-15 under the Securities
Exchange Act of 1934, as of March 31, 2008, and has concluded that the disclosure controls and
procedures were adequate and effective.
Additionally, during the most recent fiscal quarter, there have been no changes to our
internal control over financial reporting that materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
36
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
See Note 12 to the unaudited condensed consolidated financial statements included in Part I.
Item 1. of this report relating to certain legal proceedings, which information is incorporated by
reference herein.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
In July 2005, our Board of Directors authorized a share repurchase program of up to 5% of the
then outstanding shares of our common stock, approximately 13.1 million shares. The repurchases
may be made from time to time based on an evaluation of our outlook and general business
conditions, as well as alternative investment and debt repayment options. As of March 31, 2008,
there were approximately 10.9 million shares available for repurchase. There were no share
repurchases under this program during the three months ended March 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Shares Purchased |
|
|
Maximum Number |
|
|
|
Number of |
|
|
Average |
|
|
as Part of Publicly |
|
|
of Shares that May |
|
|
|
Shares |
|
|
Price per |
|
|
Announced |
|
|
Yet Be Purchased |
|
Period |
|
Purchased(1) |
|
|
Share |
|
|
Program |
|
|
Under the Program |
|
January 1 through January 31, 2008 |
|
|
10,283 |
|
|
$ |
59.99 |
|
|
|
|
|
|
|
10,920,605 |
|
February 1 through February 29, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,920,605 |
|
March 1 through March 31, 2008 |
|
|
178,273 |
|
|
|
55.23 |
|
|
|
|
|
|
|
10,920,605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
188,556 |
|
|
$ |
55.49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes 188,556 shares withheld to cover the withholding taxes upon the
vesting of restricted stock.
Item 6. Exhibits.
See
Exhibit Index at page 39 of this report.
37
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
PEABODY ENERGY CORPORATION
|
|
Date: May 9, 2008 |
By: |
/s/ RICHARD A. NAVARRE
|
|
|
|
Richard A. Navarre |
|
|
|
President and Chief Commercial Officer
(On behalf of the registrant and as Principal Financial Officer) |
|
38
EXHIBIT INDEX
The exhibits below are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.
|
|
|
Exhibit |
|
|
No. |
|
Description of Exhibit |
|
3.1
|
|
Third Amended and Restated Certificate of Incorporation of the
Registrant, as amended (Incorporated by reference to Exhibit 3.1
of the Registrants Quarterly Report on Form 10-Q for the period
ended June 30, 2006, filed on August 7, 2006). |
|
|
|
3.2
|
|
Amended and Restated By-Laws of the Registrant (Incorporated by
reference to Exhibit 3.2 of the Registrants Current Report on
Form 8-K filed on August 2, 2007). |
|
|
|
10.1*
|
|
Third Amendment to and Waiver Under Amended and Restated
Receivables Purchase Agreement, dated as of October 26, 2007, by
and among the Seller, the Registrant, the Sub-Servicers named
therein, Market Street Funding LLC (as successor to Market Street
Funding Corporation), as Issuer, all LC Participants listed on the
signature pages thereto, and PNC Bank, National
Association, as Administrator. |
|
|
|
10.2*
|
|
Fourth Amendment to Amended and Restated Receivables Purchase
Agreement, dated as of March 10, 2008, by and among the Seller,
the Registrant, the Sub-Servicers named therein, Market Street
Funding LLC (as successor to Market Street Funding Corporation),
as Issuer, all LC Participants listed on the signature pages
thereto, and PNC Bank, National Association, as Administrator. |
|
|
|
31.1*
|
|
Certification of periodic financial report by Peabody Energy
Corporations Chief Executive Officer pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934, as amended pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2*
|
|
Certification of periodic financial report by Peabody Energy
Corporations Chief Financial Officer pursuant to
Rule 13a-14(a)
under the Securities Exchange Act of 1934, as amended pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1*
|
|
Certification of periodic financial report pursuant to 18 U.S.C.
Section 1350, adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, by Peabody Energy Corporations Chief
Executive Officer. |
|
|
|
32.2*
|
|
Certification of periodic financial report pursuant to 18 U.S.C.
Section 1350, adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, by Peabody Energy Corporations Chief
Financial Officer. |
39