Edgar Filing: PEABODY ENERGY CORP

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BTU_2012.03.31.10Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



	FORM 10-Q

(Mark One)



( X )	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2012



( )	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)



Delaware		13-4004153
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)



701 Market Street, St. Louis, Missouri		63101-1826
(Address of principal executive offices)		(Zip Code)

(314) 342-3400

(Registrant’s telephone number, including area code)

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 ( X ) No ( )

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ( X ) No ( )

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):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ( ) No ( X )

There were 272,392,200 shares of common stock with a par value of $0.01 per share outstanding at April 27, 2012.

Table of Contents

INDEX



	Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.	1
Unaudited Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2012 and 2011	1
Unaudited Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2012 and 2011	2
Condensed Consolidated Balance Sheets as of March 31, 2012 (Unaudited) and December 31, 2011	3
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011	4
Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2012	5
Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3. Quantitative and Qualitative Disclosures About Market Risk	49
Item 4. Controls and Procedures	49
PART II — OTHER INFORMATION
Item 1. Legal Proceedings	49
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 4. Mine Safety Disclosures	50
Item 6. Exhibits	51
SIGNATURE	52
EXHIBIT INDEX	53
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-95
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

PEABODY ENERGY CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME



	Three Months Ended March 31,
	2012			2011
	(Dollars in millions, except per share data)
Revenues
Sales	$	1,803.0		$	1,612.0
Other revenues	235.6			131.1
Total revenues	2,038.6			1,743.1
Costs and expenses
Operating costs and expenses	1,438.6			1,247.2
Depreciation, depletion and amortization	144.9			107.7
Asset retirement obligation expense	15.2			13.3
Selling and administrative expenses	71.0			61.6
Other operating (income) loss:
Net gain on disposal or exchange of assets	(4.0		)	(4.0		)
Loss from equity affiliates	22.7			3.0
Operating profit	350.2			314.3
Interest expense	102.0			51.0
Interest income	(8.1		)	(4.1		)
Income from continuing operations before income taxes	256.3			267.4
Income tax provision	74.0			72.8
Income from continuing operations, net of income taxes	182.3			194.6
Loss from discontinued operations, net of income taxes	(4.0		)	(15.9		)
Net income	178.3			178.7
Less: Net income attributable to noncontrolling interests	5.6			2.2
Net income attributable to common stockholders	$	172.7		$	176.5

Income From Continuing Operations
Basic earnings per share	$	0.64		$	0.71
Diluted earnings per share	$	0.64		$	0.70

Net Income Attributable to Common Stockholders
Basic earnings per share	$	0.63		$	0.66
Diluted earnings per share	$	0.63		$	0.65

Dividends declared per share	$	0.085		$	0.085

See accompanying notes to unaudited condensed consolidated financial statements.

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PEABODY ENERGY CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



	Three Months Ended March 31,
	2012			2011
	(Dollars in millions)
Net income	$	178.3		$	178.7
Other comprehensive income, net of income taxes:
Net unrealized holding gains (losses) on available-for-sale securities (net of $6.7 and $0.0 tax benefit for the three months ended March 31, 2012 and 2011, respectively)	(11.5		)	1.0
Net unrealized gains on cash flow hedges (net of $31.4 and $34.3 tax provision for the three months ended March 31, 2012 and 2011, respectively)
Increase in fair value of cash flow hedges	147.8			88.5
Less: Reclassification for realized gains included in net income	(84.2		)	(56.0		)
Net unrealized gains on cash flow hedges	63.6			32.5
Postretirement plans and workers' compensation obligations (net of $8.1 and $0.2 tax provision for the three months ended March 31, 2012 and 2011, respectively)
Net actuarial loss for the period	—			3.5
Amortization of actuarial loss and prior service cost	13.9			10.0
Postretirement plan and workers' compensation obligations	13.9			13.5
Foreign currency translation adjustment	12.7			—
Other comprehensive income	78.7			47.0
Comprehensive income	257.0			225.7
Less: Comprehensive income attributable to noncontrolling interests	5.6			2.2
Comprehensive income attributable to common stockholders	$	251.4		$	223.5

See accompanying notes to unaudited condensed consolidated financial statements.

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PEABODY ENERGY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS



	(Unaudited)
	March 31, 2012			December 31, 2011
	(Amounts in millions, except per share data)
ASSETS
Current assets
Cash and cash equivalents	$	952.4		$	799.1
Accounts receivable, net of allowance for doubtful accounts of $16.6 at March 31, 2012 and $17.0 at December 31, 2011	748.1			922.5
Inventories	514.9			446.3
Assets from coal trading activities, net	43.3			44.6
Deferred income taxes	24.3			27.3
Other current assets	746.7			766.1
Total current assets	3,029.7			3,005.9
Property, plant, equipment and mine development
Land and coal interests	11,542.1			10,781.0
Buildings and improvements	1,229.8			1,131.4
Machinery and equipment	2,743.0			2,862.4
Less: accumulated depreciation, depletion and amortization	(3,545.8		)	(3,412.1		)
Property, plant, equipment and mine development, net	11,969.1			11,362.7
Investments and other assets	1,938.3			2,364.4
Total assets	$	16,937.1		$	16,733.0
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	114.6		$	101.1
Liabilities from coal trading activities, net	14.6			10.3
Accounts payable and accrued expenses	1,502.8			1,712.3
Total current liabilities	1,632.0			1,823.7

Long-term debt, less current maturities	6,538.4			6,556.4
Deferred income taxes	590.8			554.2
Asset retirement obligations	637.0			621.3
Accrued postretirement benefit costs	1,051.6			1,053.1
Other noncurrent liabilities	674.5			608.5
Total liabilities	11,124.3			11,217.2

Stockholders’ equity
Preferred Stock — $0.01 per share par value; 10.0 shares authorized, no shares issued or outstanding as of March 31, 2012 or December 31, 2011	—			—
Series A Junior Participating Preferred Stock — $0.01 per share par value; 1.5 shares authorized, no shares issued or outstanding as of March 31, 2012 or December 31, 2011	—			—
Perpetual Preferred Stock — 0.8 shares authorized, no shares issued or outstanding as of March 31, 2012 or December 31, 2011	—			—
Series Common Stock — $0.01 per share par value; 40.0 shares authorized, no shares issued or outstanding as of March 31, 2012 or December 31, 2011	—			—
Common Stock — $0.01 per share par value; 800.0 shares authorized, 281.7 shares issued and 272.3 shares outstanding as of March 31, 2012 and 280.3 shares issued and 271.1 shares outstanding as of December 31, 2011	2.8			2.8
Additional paid-in capital	2,255.2			2,234.0
Retained earnings	3,893.5			3,744.0
Accumulated other comprehensive loss	(63.7		)	(142.4		)
Treasury shares, at cost: 9.4 shares as of March 31, 2012 and 9.2 shares as of December 31, 2011	(361.2		)	(353.3		)
Peabody Energy Corporation’s stockholders’ equity	5,726.6			5,485.1
Noncontrolling interests	86.2			30.7
Total stockholders’ equity	5,812.8			5,515.8
Total liabilities and stockholders’ equity	$	16,937.1		$	16,733.0

See accompanying notes to unaudited condensed consolidated financial statements.

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PEABODY ENERGY CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



	Three Months Ended March 31,
	2012			2011
	(Dollars in millions)
Cash Flows From Operating Activities
Net income	$	178.3		$	178.7
Loss from discontinued operations, net of income taxes	4.0			15.9
Income from continuing operations, net of income taxes	182.3			194.6
Adjustments to reconcile income from continuing operations, net of income taxes to net cash provided by operating activities:
Depreciation, depletion and amortization	144.9			107.7
Deferred income taxes	0.3			23.9
Share-based compensation	13.0			10.9
Net gain on disposal or exchange of assets	(4.0		)	(4.0		)
Loss from equity affiliates	22.7			3.0
Changes in current assets and liabilities:
Accounts receivable	261.6			81.8
Change in receivable from accounts receivable securitization program	(75.0		)	—
Inventories	(78.8		)	(18.2		)
Net assets from coal trading activities	31.6			(72.8		)
Other current assets	6.2			(9.2		)
Accounts payable and accrued expenses	(108.7		)	(102.7		)
Asset retirement obligations	13.4			7.3
Workers’ compensation obligations	1.8			7.1
Pension costs	12.4			4.0
Accrued postretirement benefit costs	7.3			6.3
Contributions to pension plans	(0.4		)	(0.4		)
Other, net	0.8			(4.1		)
Net cash provided by continuing operations	431.4			235.2
Net cash used in discontinued operations	(35.9		)	(14.6		)
Net cash provided by operating activities	395.5			220.6
Cash Flows From Investing Activities
Additions to property, plant, equipment and mine development	(235.3		)	(93.6		)
Investment in Prairie State Energy Campus	(3.3		)	(8.9		)
Proceeds from disposal of assets	4.6			5.5
Investments in equity affiliates and joint ventures	—			(1.1		)
Proceeds from sales and maturities of debt and equity securities	3.1			15.5
Purchases of debt and equity securities	—			(14.6		)
Purchases of short-term investments	—			(100.0		)
Contributions to joint ventures	(208.9		)	—
Distributions from joint ventures	221.4			—
Repayment of loans from related parties	338.7			—
Advances to related parties	(322.0		)	—
Other, net	(0.5		)	(0.4		)
Net cash used in continuing operations	(202.2		)	(197.6		)
Net cash used in discontinued operations	(0.9		)	(13.6		)
Net cash used in investing activities	(203.1		)	(211.2		)
Cash Flows From Financing Activities
Payments of long-term debt	(13.4		)	(10.0		)
Dividends paid	(23.2		)	(23.0		)
Repurchase of employee common stock relinquished for tax withholding	(7.9		)	(15.1		)
Excess tax benefits related to share-based compensation	3.5			4.9
Proceeds from stock options exercised	1.4			4.0
Other, net	0.5			7.8
Net cash used in financing activities	(39.1		)	(31.4		)
Net change in cash and cash equivalents	153.3			(22.0		)
Cash and cash equivalents at beginning of period	799.1			1,295.2
Cash and cash equivalents at end of period	$	952.4		$	1,273.2

See accompanying notes to unaudited condensed consolidated financial statements.

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PEABODY ENERGY CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY



	Peabody Energy Corporation’s Stockholders’ Equity
	Common Stock		Additional Paid-in Capital		Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests			Total Stockholders’ Equity
	(Dollars in millions)
December 31, 2011	$	2.8	$	2,234.0	$	(353.3	)	$	3,744.0		$	(142.4	)	$	30.7		$	5,515.8
Net income	—		—		—			172.7			—			5.6			178.3
Net unrealized losses on available-for-sale securities (net of $6.7 tax benefit)	—		—		—			—			(11.5		)	—			(11.5		)
Increase in fair value of cash flow hedges (net of $31.4 tax provision)	—		—		—			—			63.6			—			63.6
Postretirement plans and workers’ compensation obligations (net of $8.1 tax provision)	—		—		—			—			13.9			—			13.9
Foreign currency translation adjustment	—		—		—			—			12.7			—			12.7
Dividends paid	—		—		—			(23.2		)	—			—			(23.2		)
Share-based compensation	—		13.0		—			—			—			—			13.0
Excess tax benefits related to share-based compensation	—		3.5		—			—			—			—			3.5
Stock options exercised	—		1.4		—			—			—			—			1.4
Employee stock purchases	—		3.3		—			—			—			—			3.3
Repurchase of employee common stock relinquished for tax withholding	—		—		(7.9		)	—			—			—			(7.9		)
MCG Coal Holdings Pty Ltd. noncontrolling interests at conversion	—		—		—			—			—			53.4			53.4
Distributions to noncontrolling interests	—		—		—			—			—			(3.5		)	(3.5		)
March 31, 2012	$	2.8	$	2,255.2	$	(361.2	)	$	3,893.5		$	(63.7	)	$	86.2		$	5,812.8

See accompanying notes to unaudited condensed consolidated financial statements.

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PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

The condensed consolidated financial statements include the accounts of Peabody Energy Corporation (the Company) and its affiliates. All intercompany transactions, profits and balances have been eliminated in consolidation.

The accompanying condensed consolidated financial statements as of March 31, 2012 and for the three months ended March 31, 2012 and 2011, 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, 2011 has been derived from the Company’s audited consolidated balance sheet. The results of operations for the three months ended March 31, 2012 are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2012.

The Company classifies items within discontinued operations in the unaudited condensed consolidated financial statements 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.

(2) Newly Adopted Accounting Standards and Accounting Standards Not Yet Implemented

In January 2010, the Financial Accounting Standards Board (FASB) issued accounting guidance that required new fair value disclosures, including disclosures about significant transfers into and out of Level 1 and Level 2 fair value measurements and a description of the reasons for the transfers. In addition, the guidance required new disclosures regarding activity in Level 3 fair value measurements, including a gross basis reconciliation. The Company began complying with the new fair value disclosure requirements beginning January 1, 2010, except for the disclosure of activity within Level 3 fair value measurements, which became effective January 1, 2011. In May 2011, the FASB issued additional fair value measurement disclosure requirements that were intended to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between United States (U.S.) generally accepted accounting principles (GAAP) and International Financial Reporting Standards. That update required the categorization by level for financial instruments not measured at fair value but for which disclosure of fair value is required, disclosure of all transfers between Level 1 and Level 2, and additional disclosures for Level 3 measurements regarding the sensitivity of fair value to changes in unobservable inputs and any interrelationships between those inputs. The guidance became effective for interim and annual periods beginning after December 15, 2011 (January 1, 2012 for the Company). While the adoption of this guidance had an impact on the Company's disclosures, it did not affect the Company's results of operations, financial condition or cash flows.

(3) Acquisition of Macarthur Coal Limited

On October 23, 2011, PEAMCoal Pty Ltd (PEAMCoal), an Australian company that was then indirectly owned 60% by the Company and 40% by ArcelorMittal, acquired a majority interest in Macarthur Coal Limited (Macarthur) through an all cash off-market takeover offer. On October 26, 2011 (the acquisition and control date), the Company appointed its nominees to the Macarthur Board of Directors and executive management team. The acquisition was completed on December 20, 2011 as PEAMCoal acquired all of Macarthur's remaining outstanding shares of common stock for $4.8 billion, net of $261.2 million of acquired cash, of which the Company's share was $2.8 billion. PEAMCoal accounted for share acceptances under the takeover process as a single transaction occurring on October 26, 2011. On December 21, 2011, the Company acquired ArcelorMittal Mining Australasia B.V., an indirect subsidiary of ArcelorMittal that indirectly owned 40% of PEAMCoal, for $2.0 billion resulting in the Company's 100% ownership of Macarthur.

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PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The preliminary purchase accounting allocations were recorded in the accompanying unaudited condensed consolidated financial statements as of, and for the periods subsequent to the acquisition and control date. The Company has not yet finalized the fair value determination of the assets acquired and liabilities assumed, which is expected once third-party valuation appraisals are completed. The Company is evaluating mine lives and reviewing coal reserve studies on the acquired properties, the outcome of which will determine the final fair value allocated to coal reserve assets. The following table summarizes the preliminary estimated fair values of assets acquired and liabilities assumed that were recognized at the acquisition and control date as well as provisional fair value adjustments made during the first quarter of 2012:



	Preliminary						Updated
	Allocations			Adjustments			Allocations
	(Dollars in millions)
Accounts receivable, net	$	106.6		$	7.7		$	114.3
Inventories	67.1			(10.1		)	57.0
Other current assets	137.5			(3.9		)	133.6
Property, plant, equipment and mine development	3,457.0			112.5			3,569.5
Investments and other assets	1,275.1			(78.7		)	1,196.4
Current maturities of long-term debt	(11.0		)	—			(11.0		)
Accounts payable and accrued expenses	(133.8		)	(25.0		)	(158.8		)
Long-term debt, less current maturities	(59.2		)	—			(59.2		)
Asset retirement obligations	(39.3		)	—			(39.3		)
Other noncurrent liabilities	(31.4		)	(2.5		)	(33.9		)
Noncontrolling interests	(2,011.9		)	—			(2,011.9		)
Total purchase price, net of cash acquired of $261.2	$	2,756.7		$	—		$	2,756.7

The adjustments to the provisional fair values result from additional information obtained about facts in existence at the acquisition and control date. Adjustments to provisional fair values are assumed to have been made as of the acquisition and control date. As a result, "Operating costs and expenses" and "Depreciation, depletion and amortization" for the fourth quarter of 2011 would have been lower by $10.1 million and $10.6 million, respectively, than was previously reported. The results in the unaudited condensed consolidated statements of income reflect these adjustments in the first quarter of 2012.

In connection with the acquisition, the Company acquired contract based intangibles consisting of port, rail and water take-or-pay obligations and recorded a liability for unutilized capacity of $33.3 million, net of tax, which is being amortized based on that unutilized capacity over the terms of the applicable agreements which extend to 2018. As of March 31, 2012, the carrying value of the liability was $30.2 million and the amortization (reduction to “Operating costs and expenses” in the unaudited condensed consolidated statement of income) recorded through March 31, 2012 was $3.1 million. Estimated amortization as of March 31, 2012 is $11.4 million, $17.1 million and $1.7 million for the years ending December 31, 2012, 2013 and 2014, respectively. Unutilized capacity is not expected in years 2015 through 2018.

Macarthur contributed revenues of $145.2 million and a net loss of $6.5 million during the three months ended March 31, 2012, which includes results from our equity affiliate investment in the Middlemount Mine which is ramping up operations. The results of Macarthur for the three months ended March 31, 2012 are included in the unaudited condensed consolidated statements of income and are reported in the Australian Mining segment, except for the activity associated with certain equity affiliate investments, which is reflected in the Corporate and Other segment.

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PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following unaudited pro forma financial information presents the combined results of operations of the Company and Macarthur, on a pro forma basis, as though the companies had been combined as of January 1, 2011. The unaudited pro forma financial information does not necessarily reflect the results of operations that would have occurred had the Company and Macarthur constituted a single entity during those periods or that may be attained in the future.



	Three Months Ended
	March 31, 2011
	(Dollars in millions, except earnings per share)
Revenue	$	1,807.8
Income from continuing operations, net of income taxes	113.1
Basic earnings per share	0.35
Diluted earnings per share	0.35

The pro forma income from continuing operations, net of income taxes, includes adjustments to operating costs to reflect the additional expense for the estimated impact of the fair value adjustment for coal inventory, the estimated impact on depreciation, depletion and amortization for the fair value adjustment for property, plant and equipment (including mineral rights) and additional expense for the estimated impact of reflecting the equity affiliate interest at its estimated fair value.

As disclosed in Note 23 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, an outstanding loan balance of $384.6 million was converted to a 90% equity interest in MCG Coal Holdings Pty Ltd. (MCGH), resulting in consolidation of MCGH and recognition of noncontrolling interests of $53.4 million at conversion.

(4) Discontinued Operations

Discontinued operations include certain non-strategic Midwestern and Australian mining assets held for sale where the Company has committed to the divestiture of such assets and other operations recently divested.

Revenues resulting from discontinued operations (including assets held for sale) were $48.4 million and $1.8 million for the three months ended March 31, 2012 and March 31, 2011, respectively. Losses before income taxes from discontinued operations were $8.2 million and $21.5 million for the three months ended March 31, 2012 and March 31, 2011, respectively. The income tax adjustment resulting from discontinued operations reflects a benefit of $4.2 million and $5.6 million for the three months ended March 31, 2012 and March 31, 2011, respectively.

Total assets related to discontinued operations were $156.3 million as of March 31, 2012 and $143.7 million as of December 31, 2011. Total liabilities associated with discontinued operations were $65.9 million as of March 31, 2012 and $86.3 million as of December 31, 2011.

(5) Investments

The Company’s short-term investments are defined as those investments with original maturities of greater than three months and up to one year, and long-term investments are defined as those investments with original maturities greater than one year.

The Company classifies its investments as either held-to-maturity or available-for-sale at the time of purchase and reevaluates such designation periodically. Investments are classified as held-to-maturity when the Company has the intent and ability to hold the securities to maturity.

Investments in securities not classified as held-to-maturity are classified as available-for-sale. Available-for-sale securities are carried at fair value, with unrealized gains and losses, net of income taxes, reported in “Accumulated other comprehensive loss” in the condensed consolidated balance sheets. Realized gains and losses, determined on a specific identification method, are included in “Interest income” in the unaudited condensed consolidated statements of income.

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PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company did not have any held-to-maturity securities as of March 31, 2012 or December 31, 2011.

Investments in available-for-sale securities at March 31, 2012 were as follows:



Available-for-sale securities	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(Dollars in millions)
Current:
Federal government securities	$	2.9	$	—	$	—		$	2.9
U.S. corporate bonds	5.2		—		—			5.2
Noncurrent:
Marketable equity securities	66.5		—		(27.6		)	38.9
Federal government securities	11.3		0.2		—			11.5
U.S. corporate bonds	4.9		0.2		—			5.1
Total	$	90.8	$	0.4	$	(27.6	)	$	63.6

Investments in available-for-sale securities at December 31, 2011 were as follows:



Available-for-sale securities	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
			(Dollars in millions)
Current:
Federal government securities	$	3.3	$	—	$	—		$	3.3
U.S. corporate bonds	3.9		—		—			3.9
Noncurrent:
Marketable equity securities	66.5		—		(9.5		)	57.0
Federal government securities	11.3		0.2		—			11.5
U.S. corporate bonds	7.7		0.1		—			7.8
Total	$	92.7	$	0.3	$	(9.5	)	$	83.5

Contractual maturities for available-for-sale investments in debt securities at March 31, 2012 were as shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.



Contractual maturities for available-for-sale securities	Cost		Fair Value
	(Dollars in millions)
Due in one year or less	$	8.1	$	8.1
Due in one to five years	16.2		16.6
Total	$	24.3	$	24.7

The Company’s investments in marketable equity securities consist of an investment in Winsway Coking Coal Holdings Limited.

Proceeds from sales and maturities of securities amounted to $1.7 million with no realized gain or loss on the sales for the three months ended March 31, 2012.

Table of Contents

PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In addition to the securities described above, the Company held investments in debt securities related to the Company's pro-rata share of funding in the Newcastle Coal Infrastructure Group (NCIG). These debt securities are recorded at cost, which approximates fair value, and are denominated in U.S. dollars. During the three months ended March 31, 2012, the Company sold $1.4 million of the debt securities related to NCIG, with no realized gain or loss on the sale. The fair value of these securities still held at March 31, 2012 was $28.0 million.

At each reporting date, the Company performs separate evaluations of debt and equity securities to determine if any unrealized losses are other-than-temporary. None of the securities that were in an unrealized loss position at March 31, 2012 has been so for greater than 12 months. The Company did not recognize any other-than-temporary losses on any of its investments during the three months ended March 31, 2012.

(6) Inventories

Inventories consisted of the following:



	March 31, 2012		December 31, 2011
	(Dollars in millions)
Materials and supplies	$	134.6	$	124.9
Raw coal	125.1		95.0
Saleable coal	255.2		226.4
Total	$	514.9	$	446.3

(7) Derivatives and Fair Value Measurements

Risk Management — Non-Coal Trading Activities

The Company is exposed to various types of risk in the normal course of business, including price risk on commodities utilized in the Company's operations, interest rate risk on long-term debt, and foreign currency exchange rate risk for non-U.S. dollar expenditures. In most cases, commodity price risk (excluding coal trading activities) related to the sale of coal is mitigated through the use of long-term, fixed-price contracts, with a small percentage mitigated through the use of financial instruments. For the price risk exposure on other commodities, as well as for the interest rate risk and foreign currency exchange rate risk, the Company utilizes financial derivative instruments to manage the risks related to these fluctuations. All of these risks are actively monitored in an effort to ensure compliance with the risk management policies of the Company.

Interest Rate Swaps. The Company is exposed to interest rate risk on its fixed rate and variable rate long-term debt. From time to time, the Company manages the interest rate risk associated with the fair value of its fixed rate borrowings using fixed-to-floating interest rate swaps to effectively convert a portion of the underlying cash flows on the debt into variable rate cash flows. The Company designates these swaps as fair value hedges, with the objective of hedging against changes in the fair value of the fixed rate debt that results from market interest rate changes. From time to time, the interest rate risk associated with the Company’s variable rate borrowings is managed using floating-to-fixed interest rate swaps. The Company designates these swaps as cash flow hedges, with the objective of reducing the variability of cash flows associated with market interest rate changes. As of March 31, 2012, the Company had no interest rate swaps in place.

Foreign Currency Hedges. The Company is exposed to foreign currency exchange rate risk, primarily on Australian dollar expenditures made in its Australian Mining segment. This risk is managed by entering into forward contracts and options that the Company designates as cash flow hedges, with the objective of reducing the variability of cash flows associated with forecasted foreign currency expenditures.

Diesel Fuel and Explosives Hedges. The Company is exposed to commodity price risk associated with diesel fuel and explosives in the U.S. and Australia. This risk is managed through the use of cost pass-through contracts and derivatives, primarily swaps. The Company generally designates the swap contracts as cash flow hedges, with the objective of reducing the variability of cash flows associated with forecasted diesel fuel and explosives purchases.

Table of Contents

PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Notional Amounts and Fair Value. The following summarizes the Company’s foreign currency and commodity positions at March 31, 2012:



	Notional Amount by Year of Maturity
	Total		2012		2013		2014		2015		2016		2017 and thereafter
Foreign Currency
A$:US$ hedge contracts (A$ millions)	$	4,565.5	$	1,694.9	$	1,651.6	$	1,117.5	$	101.5	$	—	$	—
GBP:US$ hedge contracts (GBP millions)	6.5		6.5		—		—		—		—		—
Commodity Contracts
Diesel fuel hedge contracts (million gallons)	190.0		72.3		73.7		41.0		3.0		—		—
U.S. explosives hedge contracts (million MMBtu)	6.6		2.8		2.6		1.2		—		—		—



	Account Classification by
	Cash Flow Hedge		Fair Value Hedge		Economic Hedge		Fair Value Asset (Liability)
							(Dollars in millions)
Foreign Currency
A$:US$ hedge contracts (A$ millions)	$	4,565.5	$	—	$	—	$	517.9
GBP:US$ hedge contracts (GBP millions)	6.5		—		—		—
Commodity Contracts
Diesel fuel hedge contracts (million gallons)	190.0		—		—		81.9
U.S. explosives hedge contracts (million MMBtu)	6.6		—		—		(12.7		)

Hedge Ineffectiveness. The Company assesses, both at inception and at least quarterly thereafter, whether the derivatives used in hedging activities are highly effective at offsetting the changes in the anticipated cash flows of the hedged item. The effective portion of the change in the fair value is recorded in “Accumulated other comprehensive loss” until the hedged transaction impacts reported earnings, at which time any gain or loss is also reclassified to earnings. To the extent that the periodic changes in the fair value of the derivatives exceed the changes in the hedged item, the ineffective portion of the periodic non-cash changes are recorded in earnings in the period of the change. If the hedge ceases to qualify for hedge accounting, the Company prospectively recognizes the mark-to-market movements in earnings in the period of the change.

A measure of ineffectiveness is inherent in hedging future diesel fuel purchases with derivative positions based on crude oil and refined petroleum products as a result of location and product differences.

The Company’s derivative positions for the hedging of future explosives purchases are based on natural gas, which is the primary price component of explosives. However, a small measure of ineffectiveness exists as the contractual purchase price includes manufacturing fees that are subject to periodic adjustments. In addition, other fees, such as transportation surcharges, can result in ineffectiveness, but have historically changed infrequently and comprise a small portion of the total explosives cost.

The Company’s derivative positions for the hedging of forecasted foreign currency expenditures contain a small measure of ineffectiveness due to timing differences between the hedge settlement and the purchase transaction, which could differ by less than a day and up to a maximum of 30 days.

Table of Contents

PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The tables below show the classification and amounts of pre-tax gains and losses related to the Company’s non-trading hedges during the three months ended March 31, 2012 and 2011:



		Three Months Ended March 31, 2012
Financial Instrument	Income Statement Classification Gains (Losses) - Realized	Gain recognized in income on non-designated derivatives		Gain recognized in other comprehensive income on derivative (effective portion)		Gain reclassified from other comprehensive income into income (effective portion)		Gain reclassified from other comprehensive income into income (ineffective portion)
		(Dollars in millions)
Commodity swaps and options	Operating costs and expenses	$	—	$	58.1	$	17.3	$	4.6
Foreign currency cash flow hedge contracts:	Operating costs and expenses	—		140.3		113.0		—
Total		$	—	$	198.4	$	130.3	$	4.6



		Three Months Ended March 31, 2011
Financial Instrument	Income Statement Classification Gains (Losses) - Realized	Gain recognized in income on non-designated derivatives		Gain recognized in other comprehensive income on derivative (effective portion)		Gain reclassified from other comprehensive income into income (effective portion)		Gain reclassified from other comprehensive income into income (ineffective portion)
		(Dollars in millions)
Commodity swaps and options	Operating costs and expenses	$	—	$	99.0	$	8.1	$	2.3
Foreign currency cash flow hedge contracts	Operating costs and expenses	—		119.8		72.7		—
Total		$	—	$	218.8	$	80.8	$	2.3

Based on the net fair value of the Company’s non-coal trading positions held in “Accumulated other comprehensive loss” at March 31, 2012, unrealized gains to be reclassified from comprehensive income to earnings over the next 12 months associated with the Company’s foreign currency and diesel fuel hedge programs are expected to be approximately $284 million and $61 million, respectively, while the unrealized losses to be realized under the explosives hedge program are expected to be approximately $8 million. As these unrealized gains are associated with derivative instruments that represent hedges of forecasted transactions, the amounts reclassified to earnings will partially offset the realized transactions, while the unrealized losses will add incremental expense to the unaudited condensed consolidated statements of income.

Table of Contents

PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The classification and amount of derivatives presented on a gross basis as of March 31, 2012 and December 31, 2011 are as follows:



	Fair Value as of March 31, 2012
Financial Instrument	Current Assets		Noncurrent Assets		Current Liabilities		Noncurrent Liabilities
	(Dollars in millions)
Commodity swaps and options	$	61.2	$	22.2	$	8.2	$	6.0
Foreign currency cash flow hedge contracts	284.8		235.6		1.7		0.8
Total	$	346.0	$	257.8	$	9.9	$	6.8



	Fair Value as of December 31, 2011
Financial Instrument	Current Assets		Noncurrent Assets		Current Liabilities		Noncurrent Liabilities
	(Dollars in millions)
Commodity swaps and options	$	43.4	$	11.7	$	7.1	$	15.0
Foreign currency cash flow hedge contracts	270.4		229.0		4.3		4.5
Total	$	313.8	$	240.7	$	11.4	$	19.5

After netting by counterparty where permitted, the fair values of the respective derivatives are reflected in “Other current assets,” “Investments and other assets,” “Accounts payable and accrued expenses” and “Other noncurrent liabilities” in the condensed consolidated balance sheets.

See Note 8 for information related to the Company’s coal trading activities.

Fair Value Measurements

The Company uses 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, or observable but cannot be market-corroborated, requiring the Company to make assumptions about pricing by market participants.

Table of Contents

PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Financial Instruments Measured on a Recurring Basis. The following tables set forth the hierarchy of the Company’s net financial asset positions for which fair value is measured on a recurring basis:



	March 31, 2012
	Level 1		Level 2		Level 3		Total
	(Dollars in millions)
Investment in debt and equity securities	$	63.6	$	—	$	—	$	63.6
Commodity swaps and options	—		69.2		—		69.2
Foreign currency cash flow hedge contracts	—		517.9		—		517.9
Total net financial assets	$	63.6	$	587.1	$	—	$	650.7



	December 31, 2011
	Level 1		Level 2		Level 3		Total
	(Dollars in millions)
Investment in debt and equity securities	$	83.5	$	—	$	—	$	83.5
Commodity swaps and options	—		33.0		—		33.0
Foreign currency cash flow hedge contracts	—		490.6		—		490.6
Total net financial assets	$	83.5	$	523.6	$	—	$	607.1

For Level 1 and 2 financial assets and liabilities, the Company utilizes both direct and indirect observable price quotes, including interest rate yield curves, exchange indices, broker quotes, published indices and other market quotes. Below is a summary of the Company’s valuation techniques for Level 1 and 2 financial assets and liabilities:


•	Investment in debt and equity securities: valued based on quoted prices in active markets (Level 1).


•	Commodity swaps and options — diesel fuel and explosives: generally valued based on a valuation that is corroborated by the use of market-based pricing (Level 2).


•	Foreign currency cash flow hedge contracts: valued utilizing inputs obtained in quoted public markets (Level 2).

The Company did not have any transfers between levels during the three months ended March 31, 2012 or 2011 for its non-coal trading positions. The Company’s policy is to value all transfers between levels using the beginning of period valuation.

Other Financial Instruments. The following methods and assumptions were used by the Company in estimating fair values for other financial instruments as of March 31, 2012 and December 31, 2011:


•	Cash and cash equivalents, accounts receivable, including those within the Company’s accounts receivable securitization program, and accounts payable and accrued expenses have carrying values which approximate fair value due to the short maturity or the liquid nature of these instruments.


•	The Company’s investments in debt and equity securities related to the Company’s pro-rata share of funding in NCIG are included in “Investments and other assets” in the condensed consolidated balance sheets. The debt securities are recorded at cost, which approximates fair value.

•

Long-term debt fair value estimates are based on observed prices for securities with an active trading market when available (Level 2), and otherwise on estimated borrowing rates to discount the cash flows to their present value (Level 3). The carrying amounts of the 7.875% Senior Notes due 2026 and the Convertible Junior Subordinated Debentures due 2066 (the Debentures) are net of the respective unamortized note discounts.

Table of Contents

PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The carrying amounts and estimated fair values of the Company’s debt are summarized as follows:



	March 31, 2012				December 31, 2011
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(Dollars in millions)
Long-term debt	$	6,653.0	$	6,622.3	$	6,657.5	$	6,922.7

Nonperformance and Credit Risk

The fair value of the Company’s non-coal trading derivative assets and liabilities reflects adjustments for nonperformance and credit risk. The Company manages its counterparty risk through established credit standards, diversification of counterparties, utilizing investment grade commercial banks and continuous monitoring of counterparty creditworthiness. To reduce its credit exposure for these hedging activities, the Company seeks to enter into netting agreements with counterparties that permit the Company to offset asset and liability positions with such counterparties.

(8) Coal Trading

Risk Management

The Company engages in direct and brokered trading of coal, ocean freight and fuel-related commodities in over-the-counter markets (coal trading), some of which is subsequently exchange-cleared and some of which is bilaterally-settled. Except those for which the Company has elected to apply a normal purchases and normal sales exception, all derivative coal trading contracts are accounted for on a fair value basis.

The Company’s policy is to include instruments associated with coal trading transactions as a part of its trading book. Trading revenues are recorded in “Other revenues” in the unaudited condensed consolidated statements of income and include realized and unrealized gains and losses on derivative instruments, including coal deliveries related to contracts accounted for under the normal purchases and normal sales exception. Therefore, the Company has elected the trading exemption to reflect the disclosures for its coal trading activities.



	Three Months Ended March 31,
Trading Revenues by Type of Instrument	2012		2011
	(Dollars in millions)
Commodity swaps and options	$	10.8	$	(31.8	)
Physical commodity purchase/sale contracts	9.1		21.9
Total trading revenues	$	19.9	$	(9.9	)

Hedge Ineffectiveness. The Company assesses, both at inception and at least quarterly thereafter, whether the derivatives used in hedging activities are highly effective at offsetting the changes in the anticipated cash flows of the hedged item. The effective portion of the change in the fair value is recorded in “Accumulated other comprehensive loss” until the hedged transaction impacts reported earnings, at which time gains and losses are also reclassified to earnings. To the extent that the periodic changes in the fair value of the derivatives exceed the changes in the hedged item, the ineffective portion of the periodic non-cash changes are recorded in earnings in the period of the change. If the hedge ceases to qualify for hedge accounting, the Company prospectively recognizes the mark-to-market movements in earnings in the period of the change.

In some instances, the Company has designated an existing coal trading derivative as a hedge and, thus, the derivative has a non-zero fair value at hedge inception. The “off-market” nature of these derivatives, which is best described as an embedded financing element within the derivative, is a source of ineffectiveness. In other instances, the Company uses a coal trading derivative that settles at a different time, has different quality specifications, or has a different location basis than the occurrence of the cash flow being hedged. These collectively yield ineffectiveness to the extent that the derivative hedge contract does not exactly offset changes in the fair value or expected cash flows of the hedged item.

Table of Contents

PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Forecasted Transactions No Longer Probable. During the three months ended March 31, 2012, the Company reclassified losses of $1.2 million out of “Accumulated other comprehensive loss” to earnings as the underlying forecasted transactions were deemed no longer probable of occurring.

Fair Value Measurements

The fair value of assets and liabilities from coal trading activities is set forth below:



	March 31, 2012						December 31, 2011
	Gross Basis			Net Basis			Gross Basis			Net Basis
	(Dollars in millions)
Assets from coal trading activities	$	196.0		$	43.3		$	170.4		$	44.6
Liabilities from coal trading activities	(95.7		)	(14.6		)	(84.0		)	(10.3		)
Subtotal	100.3			28.7			86.4			34.3
Net margin held ⁽¹⁾	(71.6		)	—			(52.1		)	—
Net value of coal trading positions	$	28.7		$	28.7		$	34.3		$	34.3


⁽¹⁾	Represents margin held from exchanges of $71.6 million and $52.1 million at March 31, 2012 and December 31, 2011, respectively. Of the margin held at March 31, 2012 and December 31, 2011, approximately $50 million and $23 million, respectively, related to cash flow hedges.

The Company’s trading assets and liabilities are generally made up of forward contracts, financial swaps and margin. The fair value of coal trading positions designated as cash flow hedges of forecasted sales was an asset (before application of margin) of $48.8 million and $22.4 million as of March 31, 2012 and December 31, 2011, respectively.

The following tables set forth the hierarchy of the Company’s net financial asset (liability) coal trading positions for which fair value is measured on a recurring basis:



	March 31, 2012
	Level 1		Level 2		Level 3		Total
	(Dollars in millions)
Commodity swaps and options	$	5.0	$	11.0	$	—	$	16.0
Physical commodity purchase/sale contracts	—		3.8		8.9		12.7
Total net financial assets	$	5.0	$	14.8	$	8.9	$	28.7



	December 31, 2011
	Level 1		Level 2			Level 3		Total
	(Dollars in millions)
Commodity swaps and options	$	21.2	$	(1.9	)	$	—	$	19.3
Physical commodity purchase/sale contracts	—		6.3			8.7		15.0
Total net financial assets	$	21.2	$	4.4		$	8.7	$	34.3

Table of Contents

PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For Level 1 and 2 financial assets and liabilities, the Company utilizes both direct and indirect observable price quotes, including U.S. interest rate curves, LIBOR yield curves, Chicago Mercantile Exchange (CME), New York Mercantile Exchange (NYMEX), Intercontinental Exchange indices (ICE), NOS Clearing ASA, LCH.Clearnet (formerly known as the London Clearing House), Singapore Exchange (SGX), broker quotes, published indices and other market quotes. Below is a summary of the Company’s valuation techniques for Level 1 and 2 financial assets and liabilities:


•	Commodity swaps and options: generally valued based on unadjusted quoted prices in active markets (Level 1) or a valuation that is corroborated by the use of market-based pricing (Level 2).


•	Physical commodity purchase/sale contracts: purchases and sales at locations with significant market activity corroborated by market-based information (Level 2).

Physical commodity purchase/sale contracts transacted in less liquid markets or contracts, such as long-term arrangements with limited price availability, are classified in Level 3. Indicators of less liquid markets are those with periods of low trade activity or when broker quotes reflect wide pricing spreads. The Company's risk management function is responsible for valuation policies and procedures, with oversight from executive management. Generally, the Company's Level 3 instruments or contracts are valued using internally generated models that include bid/ask price quotations, other market assessments obtained from multiple, independent third-party brokers or other transactional data. While the Company does not anticipate any decrease in the number of third-party brokers or market liquidity, such events could erode the quality of market information and therefore the valuing of its market positions should the number of third-party brokers decrease or if market liquidity is reduced. The Company's valuation techniques also include basis adjustments for quality, such as heat rate, sulfur content and ash content, location differentials, expressed as port and freight costs, and credit and nonperformance risk. The Company validates its valuation inputs, including unobservable inputs, with third-party information and settlement prices from other sources where available. A daily process is performed to analyze market price changes and changes to the portfolio. Further periodic validation occurs at the time contracts are settled with the counterparty. 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.

The Company's Level 3 fair value measures include physical commodity purchase and sale contracts in the amount of $8.9 million at March 31, 2012. These contracts are valued using internally developed models with unobservable inputs related to quality adjustments, location differentials and nonperformance risk. Quality adjustments range from 5% to 20% of the overall valuation with a weighted average of 11%. Location differentials range from 20% to 45% of the overall valuation with a weighted average of 24%. Nonperformance adjustments are 4% of the overall valuation. Significant increases or decreases in the inputs in isolation could result in a significantly higher or lower fair value measurement. The unobservable inputs generally do not have a direct interrelationship, therefore, a change in one unobservable input would not necessarily lead to a change in the other unobservable input.

The following table summarizes the changes in the Company’s recurring Level 3 net financial assets:



	Three Months Ended March 31,
	2012			2011
	(Dollars in millions)
Beginning of period	$	8.7		$	18.6
Total net gains realized/unrealized:
Included in earnings	1.5			10.1
Included in other comprehensive income	—			—
Settlements	(1.3		)	3.0
Transfers in	—			—
Transfers out	—			(19.2		)
End of period	$	8.9		$	12.5

Table of Contents

PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the changes in net unrealized gains relating to Level 3 net financial assets held both as of the beginning and the end of the period:



	Three Months Ended March 31,
	2012		2011
	(Dollars in millions)
Changes in net unrealized gains ⁽¹⁾	$	1.9	$	10.0


⁽¹⁾	Within the unaudited condensed consolidated statements of income and unaudited condensed consolidated statements of comprehensive income for the periods presented, unrealized gains and losses from Level 3 items are combined with unrealized gains and losses on positions classified in Level 1 or 2, as well as other positions that have been realized during the applicable periods.

The Company did not have any significant transfers in its coal trading positions between Level 1 and Level 2 during the three months ended March 31, 2012 or 2011. There were no transfers in or out of Level 3 during the three months ended March 31, 2012. During the three months ended March 31, 2011, certain of the Company's physical commodity purchase/sale contracts were transferred from Level 3 to Level 2 as the settlement dates entered a more liquid market. The Company’s policy is to value all transfers between levels using the beginning of period valuation.

Based on the net fair value of the Company’s coal trading positions held in “Accumulated other comprehensive loss” at March 31, 2012, unrealized gains to be reclassified from comprehensive income to earnings over the next 12 months are expected to be approximately $32 million. As these unrealized gains are associated with derivative instruments that represent hedges of forecasted transactions, the amounts reclassified to earnings may partially offset the realized transactions in the unaudited condensed consolidated statements of income.

As of March 31, 2012, the timing of the estimated future realization of the value of the Company’s trading portfolio was as follows:



Year of	Percentage of
Expiration	Portfolio Total
2012	59	%
2013	32	%
2014	6	%
2015	3	%
	100	%

Nonperformance and Credit Risk. The fair value of the Company’s coal derivative assets and liabilities reflects adjustments for nonperformance and credit risk. The Company’s exposure is substantially with electric utilities, steel producers, energy marketers and energy producers. The Company’s policy is to independently evaluate each customer’s creditworthiness prior to entering into transactions and to regularly monitor the credit extended. If the Company engages in a transaction with a counterparty that does not meet its credit standards, the Company seeks to protect its position by requiring the counterparty to provide an appropriate credit enhancement. Also, when appropriate (as determined by its credit management function), the Company has taken steps to reduce its 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 (margin), requiring prepayments for shipments or the creation of customer trust accounts held for the Company’s benefit to serve as collateral in the event of a failure to pay or perform. To reduce its credit exposure related to trading and brokerage activities, the Company seeks to enter into netting agreements with counterparties that permit the Company to offset asset and liability positions with such counterparties and, to the extent required, will post or receive margin amounts associated with exchange-cleared positions.

At March 31, 2012, 87% of the Company’s credit exposure related to coal trading activities was with investment grade counterparties while 12% was with non-investment grade counterparties and 1% was with counterparties that are not rated.

Table of Contents

PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Performance Assurances and Collateral. Certain of the Company’s derivative trading instruments require the parties to provide additional performance assurances whenever a material adverse event jeopardizes one party’s ability to perform under the instrument. If the Company was to sustain a material adverse event (using commercially reasonable standards), the counterparties could request collateralization on derivative trading instruments in net liability positions which, based on an aggregate fair value at March 31, 2012 and December 31, 2011, would have amounted to collateral postings of approximately $15 million and $11 million, respectively, to its counterparties. As of March 31, 2012 and December 31, 2011, no collateral was posted to counterparties for such positions (reflected in “Liabilities from coal trading activities, net”).

Certain of the Company’s other derivative trading instruments require the parties to provide additional performance assurances whenever a credit downgrade occurs below a certain level as specified in each underlying contract. The terms of such derivative trading instruments typically require additional collateralization, which is commensurate with the severity of the credit downgrade. If a credit downgrade were to have occurred below contractually specified levels, the Company’s additional collateral requirement owed to its counterparties would have been zero at March 31, 2012 and December 31, 2011 based on the aggregate fair value of all derivative trading instruments with such features that were in a net liability position. No affiliated margin was posted for these transactions as of March 31, 2012 and December 31, 2011.

The Company is required to post collateral on positions that are in a net liability position with an exchange and is entitled to receive collateral on positions that are in a net asset position. This collateral is known as variation margin. At March 31, 2012 and December 31, 2011, the Company was in a net asset position of $71.6 million and $52.1 million, respectively (reflected in “Assets from coal trading activities, net”).

In addition, the Company is required by an exchange to post certain collateral, known as initial margin, which represents an estimate of potential future adverse price movements across the Company’s portfolio under normal market conditions. As of March 31, 2012 and December 31, 2011, the Company had posted initial margin of $28.0 million and $34.0 million, respectively (reflected in “Other current assets”). In addition, the Company had received $18.3 million of margin in excess of the exchange-required variation (discussed above) and initial margin as of March 31, 2012 (reflected in “Accounts payable and accrued expenses”).

MF Global UK Limited

In October 2011, MF Global UK Limited (MF Global UK), a United Kingdom (U.K.) based broker-dealer, was placed into the U.K.'s administration process (a process similar to bankruptcy proceedings in the U.S.) by the Financial Services Authority following the Chapter 11 bankruptcy filing of its U.S. parent, MF Global Holdings Ltd. The Company had used MF Global UK to broker certain of its coal trading transactions. The interruption of the Company's trading operations was limited as the Company opened new accounts with different brokerage firms and transferred its open trading positions formerly held with MF Global UK to those new accounts. While the open trading positions were transferred from MF Global UK successfully, the related margin posted by the Company has been retained by MF Global UK pending resolution of the Company's claims with the special administrators. As of March 31, 2012, the Company had received $20.0 million of the initial $52.6 million that was held with MF Global UK when it was placed into the U.K.'s administration process. The remaining balance is included in "Accounts receivable, net" in the condensed consolidated balance sheets. The Company is pursuing collection and, due to the numerous uncertainties related to the claim, cannot reasonably estimate a potential reserve based upon information available as of the date of filing.

(9) Financing Receivables

The Company had total financing receivables of $392.9 million and $376.1 million at March 31, 2012 and December 31, 2011, respectively, which consisted of the following:



Balance Sheet Classification	March 31, 2012		December 31, 2011
	(Dollars in millions)
Accounts receivable, net	$	52.2	$	51.3
Other current assets	66.6		65.0
Investments and other assets	274.1		259.8
Total financing receivables	$	392.9	$	376.1

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PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company periodically assesses the collectability of accounts and loans receivable by considering factors such as specific evaluation of collectability, historical collection experience, the age of the receivable and other available evidence. Below is a description of the Company's financing receivables at March 31, 2012:

Codrilla Mine Project. In 2011, a wholly-owned subsidiary of Macarthur completed the sale of its 85% interest in the Codrilla Mine Project to participants of the Coppabella Moorvale Joint Venture (CMJV) where Macarthur sold down its interest in the Codrilla project to the CMJV (Codrilla sell down) so that, following completion of the sale, ownership of the Codrilla Mine Project reflected the existing ownership of the Coppabella and Moorvale mines with Macarthur retaining a 73.3% ownership. Prior to the Company's acquisition of Macarthur, consideration of $15.0 million Australian dollars was received by Macarthur upon completion of the Codrilla sell down, representing 20% of the agreed price. Two remaining installments are due on the completion of certain milestones, with 40% due on granting of the related mining lease and the final 40% due upon the mine's first coal shipment. There are currently no indications of impairment and the Company expects to receive full payment of amounts currently due. "Accounts receivable, net" included $35.6 million and $34.2 million at March 31, 2012 and December 31, 2011, respectively, and "Investments and other assets" included $37.0 million and $35.6 million at March 31, 2012 and December 31, 2011, respectively, in the condensed consolidated balance sheets.

Middlemount Mine. The Company periodically makes contributions to the Middlemount Mine joint venture for the purposes of funding capital expenditures and working capital, in line with the related shareholders’ agreement. Middlemount intends to pay down the loans as excess cash is generated as required by the related shareholders' agreement. There are currently no indications of impairment and the Company expects to receive full payment of amounts currently due. "Other current assets" included $66.6 million and $65.0 million at March 31, 2012 and December 31, 2011, respectively, and "Investments and other assets" included $237.1 million and $224.2 million at March 31, 2012 and December 31, 2011, respectively, in the condensed consolidated balance sheets.

Other Financing Receivables. From time to time, the Company may enter into transactions resulting in accounts or notes receivable held by the Company. These notes are generally short term in nature with positive historical collection experience and do not represent a material credit risk to the Company.

(10) Income Taxes

The following is a reconciliation of the expected statutory federal income tax provision to the Company’s actual income tax provision:



	Three Months Ended March 31,
	2012			2011
	(Dollars in millions)
Expected income tax provision at federal statutory rate	$	89.7		$	93.6
Excess depletion	(16.5		)	(13.8		)
Foreign earnings provision differential	(16.6		)	(19.3		)
Remeasurement of foreign income tax accounts	8.9			6.4
State income taxes, net of U.S. federal tax benefit	2.4			2.4
General business tax credits	(4.8		)	(3.5		)
Changes in valuation allowance	7.0			1.0
Changes in tax reserves	(3.1		)	2.0
Other, net	7.0			4.0
Total provision	$	74.0		$	72.8

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PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company reduced its net unrecognized tax benefits by $20.0 million during the three months ended March 31, 2012. The reduction is based upon the successful completion of the 2007-2008 Internal Revenue Service (IRS) audit and the effective settlement of the 1999-2006 tax years due to favorable resolution of the 2006 IRS appeals decision, offset by the reassessment of current and prior year foreign positions associated with intercompany financing transactions due to a formal position paper received from the Australian Tax Office in the three months ended March 31, 2012. The Company also recognized additional interest and penalties related to unrecognized tax benefits of $16.3 million for the three months ended March 31, 2012.

On March 29, 2012, Australia passed legislation creating a minerals resource rent tax (the MRRT) effective from July 1, 2012. The MRRT is a profits-based tax of the Company's existing and future coal projects at an effective tax rate of 22.5%. Under the MRRT, taxpayers are able to elect a market value asset starting base for existing projects which allows for the fair market value of the tenements to be deducted over the life of the mine as an allowance against MRRT. The market value allowance, and ultimately any future benefit, is subject to numerous uncertainties including review and approval by the Australian Tax Office, realization only after other MRRT allowances provided under the law, and estimates of long-term pricing and cost data necessary to estimate the future benefit and any MRRT liability. The Company evaluated the provisions of the new tax and assessed recoverability of deferred tax assets and the valuation of liabilities associated with the implementation of the MRRT. For the three months ended March 31, 2012, the Company believes there is no material net deferred tax asset to be recorded for the market value starting base.

(11) Pension and Postretirement Benefit Costs

Net periodic pension costs included the following components:



	Three Months Ended March 31,
	2012			2011
	(Dollars in millions)
Service cost for benefits earned	$	0.5		$	0.4
Interest cost on projected benefit obligation	11.7			12.4
Expected return on plan assets	(15.9		)	(16.1		)
Amortization of prior service cost	0.2			0.3
Amortization of actuarial loss	12.2			7.5
Net periodic pension costs	$	8.7		$	4.5

Annual contributions to the qualified plans are made in accordance with minimum funding standards and the Company's agreement with the Pension Benefit Guaranty Corporation (PBGC). Funding decisions also consider certain funded status thresholds defined by the Pension Protection Act of 2006 (generally 80%). As of January 1, 2012, the Company's qualified plans were above the Pension Protection Act thresholds and will therefore avoid benefit restrictions and at-risk penalties for 2012. During 2012, the Company intends to contribute $5.0 million to meet minimum contribution requirements. Additionally, the Company expects to make contributions to its non-qualified plans during 2012 totaling less than $2.0 million.

Net periodic postretirement benefit costs included the following components:



	Three Months Ended March 31,
	2012		2011
	(Dollars in millions)
Service cost for benefits earned	$	3.7	$	3.3
Interest cost on accumulated postretirement benefit obligation	13.8		14.4
Amortization of prior service cost	0.6		0.5
Amortization of actuarial loss	8.2		6.7
Net periodic postretirement benefit costs	$	26.3	$	24.9

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PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(12) Earnings per Share (EPS)

Basic and diluted EPS are computed using the two-class method, which is an earnings allocation that determines EPS for each class of common stock and participating securities according to dividends declared and participation rights in undistributed earnings. The Company’s restricted stock awards are considered participating securities because holders are entitled to receive non-forfeitable dividends during the vesting term. Diluted EPS includes securities that could potentially dilute basic EPS during a reporting period, for which the Company includes the Debentures and share-based compensation awards.

A conversion of the Debentures may result in payment for any conversion value in excess of the principal amount of the Debentures in the Company’s common stock. For diluted EPS purposes, potential common stock is calculated based on whether the market price of the Company’s common stock at the end of each reporting period is in excess of the conversion price of the Debentures. For a full discussion of the conditions under which the Debentures may be converted, the conversion rate to common stock and the conversion price, see Note 11 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

For all but the performance units, the potentially dilutive impact of the Company’s share-based compensation awards is determined using the treasury stock method. Under the treasury stock method, awards are treated as if they had been exercised with any proceeds used to repurchase common stock at the average market price during the period. Any incremental difference between the assumed number of shares issued and purchased is included in the diluted share computation. For the Company’s other share-based compensation awards, performance units, their contingent features result in an assessment for any potentially dilutive common stock by using the end of the reporting period as if it were the end of the contingency period for all units granted. For a full discussion of the Company’s share-based compensation awards, see Note 17 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

The computation of diluted EPS excludes anti-dilutive shares of approximately 0.6 million for the three months ended March 31, 2012 and 0.1 million for the three months ended March 31, 2011. These anti-dilutive shares were due to certain share-based compensation awards calculated under the treasury stock method. This anti-dilution generally occurs where the exercise prices are higher than the average market value of the Company’s stock price during the applicable period.

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PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following illustrates the earnings allocation method utilized in the calculation of basic and diluted EPS:



	Three Months Ended March 31,
	2012			2011
	(In millions, except per share amounts)
EPS numerator:
Income from continuing operations, net of income taxes	$	182.3		$	194.6
Less: Net income attributable to noncontrolling interests	5.6			2.2
Income from continuing operations attributable to common stockholders, before allocation of earnings to participating securities	176.7			192.4
Less: Earnings allocated to participating securities	(1.2		)	(0.9		)
Income from continuing operations attributable to common stockholders, after earnings allocated to participating securities ⁽¹⁾	175.5			191.5
Loss from discontinued operations, net of income taxes	(4.0		)	(15.9		)
Net income attributable to common stockholders, after earnings allocated to participating securities ⁽¹⁾	$	171.5		$	175.6

EPS denominator:
Weighted average shares outstanding — basic	270.1			268.9
Impact of dilutive securities	0.8			3.9
Weighted average shares outstanding — diluted	270.9			272.8

Basic EPS attributable to common stockholders:
Income from continuing operations	$	0.64		$	0.71
Loss from discontinued operations	(0.01		)	(0.05		)
Net income	$	0.63		$	0.66

Diluted EPS attributable to common stockholders:
Income from continuing operations	$	0.64		$	0.70
Loss from discontinued operations	(0.01		)	(0.05		)
Net income	$	0.63		$	0.65


⁽¹⁾	The reallocation adjustment for participating securities to arrive at the numerator used to calculate diluted EPS was less than $0.1 million for the periods presented.

(13) Financial Instruments and Guarantees with Off-Balance Sheet Risk

In the normal course of business, the Company is a party to guarantees and financial instruments with off-balance-sheet risk, 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 Company’s past experience, virtually no claims have been made against these financial instruments. Management does not expect any material losses to result from these guarantees or off-balance-sheet instruments.

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PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Financial Instruments with Off-Balance Sheet Risk

As of March 31, 2012, the Company had the following financial instruments with off-balance sheet risk:



	Reclamation Obligations		Lease Obligations		Workers’ Compensation Obligations		Other⁽¹⁾		Total
	(Dollars in millions)
Self bonding	$	931.5	$	—	$	—	$	—	$	931.5
Surety bonds	609.7		106.4		13.5		87.3		816.9
Bank guarantees	187.6		—		—		104.3		291.9
Letters of credit	—		—		62.6		21.5		84.1
Bilateral cash collateralization agreements	—		—		—		79.7		79.7
	$	1,728.8	$	106.4	$	76.1	$	292.8	$	2,204.1


⁽¹⁾	Other includes bilateral cash collateralization agreements described below and an additional $213.1 million in bank guarantees, surety bonds and letters of credit related to collateral for surety companies, road maintenance, performance guarantees and other operations.

The Company owns a 37.5% interest in Dominion Terminal Associates, a partnership that operates a coal export terminal in Newport News, 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, 2012, the Company’s maximum reimbursement obligation to the commercial bank was in turn supported by four letters of credit totaling $42.7 million. The Company has a bilateral cash collateralization agreement for these letters of credit whereby the Company posted cash collateral in lieu of utilizing the Company’s senior unsecured credit facility (Credit Facility). See Note 11 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 for more information on the Company’s Credit Facility. Such cash collateral is classified within "Cash and cash equivalents" given the Company has the ability to substitute letters of credit at any time for this cash collateral and it is, therefore, readily available to the Company.

The Company is party to an agreement with the PBGC and TXU Europe Limited, an affiliate of the Company’s former parent corporation, under which the Company is required to make special contributions to two of the Company’s 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 Company’s letter of credit. The Company has a bilateral cash collateralization agreement for this letter of credit whereby the Company posted cash collateral in lieu of utilizing the Company’s Credit Facility. Such cash collateral is classified within "Cash and cash equivalents" given the Company has the ability to substitute a letter of credit at any time for this cash collateral and it is, therefore, readily available to the Company. On November 19, 2002, TXU Europe Limited was placed under the administration process in the U.K. (a process similar to bankruptcy proceedings in the U.S.) and continues under this process as of March 31, 2012. 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.

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PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Accounts Receivable Securitization

The Company has an accounts receivable securitization program (securitization program) with a maximum capacity of $275.0 million through its wholly-owned, bankruptcy-remote subsidiary (Seller). At March 31, 2012, the Company had $53.1 million available under the securitization program, net of outstanding letters of credit and amounts drawn. Under the securitization program, the Company contributes, on a revolving basis, trade receivables of most of the Company’s U.S. subsidiaries to the Seller, which then sells the receivables in their entirety to a consortium of unaffiliated asset-backed commercial paper conduits (the Conduits). After the sale, the Company, as servicer of the assets, collects the receivables on behalf of the Conduits for a nominal servicing fee. The Company utilizes proceeds from the sale of its accounts receivable as an alternative to short-term borrowings under the revolving credit facility portion of the Company’s Credit Facility, effectively managing its overall borrowing costs and providing an additional source for working capital. The securitization program extends to May 2012, while the letter of credit commitment that supports the commercial paper facility underlying the securitization program must be renewed annually.

The Seller is a separate legal entity whose assets are available first and foremost to satisfy the claims of its creditors. Of the receivables sold to the Conduits, a portion of the amount due to the Seller is deferred until the ultimate collection of the underlying receivables. During the three months ended March 31, 2012, the Company received total consideration of $1,094.5 million related to accounts receivable sold under the securitization program, including $618.1 million of cash up front from the sale of the receivables, an additional $145.4 million of cash upon the collection of the underlying receivables, and $331.0 million that had not been collected at March 31, 2012 and was recorded at fair value. The reduction in accounts receivable as a result of securitization activity with the Conduits was $75.0 million and $150.0 million at March 31, 2012 and December 31, 2011, respectively.

The securitization activity has been reflected in the unaudited condensed consolidated statements of cash flows as operating activity because both the cash received from the Conduits upon sale of the receivables as well as the cash received from the Conduits upon the ultimate collection of the receivables are not subject to significantly different risks given the short-term nature of the Company’s trade receivables. The Company recorded expense associated with securitization transactions of $0.5 million and $0.6 million for the three months ended March 31, 2012 and 2011, respectively.

Other

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 Company’s 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 various lease obligations. Aside from indemnification of the lessor for the value of the property leased, the Company’s 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.

The Company has provided financial guarantees under certain long-term debt agreements entered into by its subsidiaries, and substantially all of the Company’s U.S. subsidiaries provide financial guarantees under long-term debt agreements entered into by the Company. The maximum amounts payable under the Company’s debt agreements are equal to the respective principal and interest payments.

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PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(14) Commitments and Contingencies

Commitments

As of March 31, 2012, purchase commitments for capital expenditures were $619.6 million, all of which is obligated within the next five years with $574.3 million obligated in the next 12 months.

A subsidiary of the Company owns a 5.06% undivided interest in Prairie State. The Company invested $3.3 million during the three months ended March 31, 2012, representing its 5.06% share of the construction costs. Included in “Investments and other assets” in the condensed consolidated balance sheets as of March 31, 2012 and December 31, 2011 are costs of $241.7 million and $238.7 million, respectively. The Company’s share of total construction costs for Prairie State is expected to be approximately $250 million with most of the remaining funding expected in 2012.

There were no other material changes to the Company’s commitments from the information provided in Note 23 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

Contingencies

From time to time, the Company and/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 Company’s financial condition, results of operations or cash flows. The Company discusses its significant legal proceedings below.

Litigation Relating to Continuing Operations

Gulf Power Company Litigation. On June 22, 2006, Gulf Power Company (Gulf Power) 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 Company’s subsidiary under a coal supply agreement with Gulf Power and seeking damages for alleged past and future tonnage shortfalls of nearly five million tons under the agreement, which expired on December 31, 2007. On June 30, 2009, the court granted Gulf Power’s motion for partial summary judgment on liability and denied the Company subsidiary’s motion for summary judgment. On September 30, 2010, the court entered its order on damages, awarding Gulf Power zero dollars in damages and the Company subsidiary its costs to defend the lawsuit. On November 1, 2010, Gulf Power filed a motion to alter or amend the judgment, contesting the trial court’s damages order, to which the Company subsidiary objected. The court entered an order on July 29, 2011 that affirmed its September 30, 2010 decision in all respects except for 2007 cover coal purchases and granted in part Gulf Power's motion to alter judgment with respect to 2007 cover coal purchases. On September 30, 2011, the court entered an order awarding Gulf Power damages in the amount of $20.5 million for its 2007 cover coal purchases. On January 19, 2012, the court entered its order awarding Gulf Power prejudgment interest in the amount of $6.9 million plus post-judgment interest. The Company's subsidiary has filed its notice of appeal. Based on the Company's evaluation of information currently available concerning the issues and their potential impact, the Company believes that its subsidiary will be successful in the liability appeals process and, therefore, no liability has been recorded at this time.

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PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Monto Coal Pty Limited, Monto Coal 2 Pty Ltd Limited and Macarthur Coal Limited. In October 2007, a statement of claim was delivered to Monto Coal Pty Ltd, a wholly-owned subsidiary of Macarthur, and Monto Coal 2 Pty Ltd, an equity accounted investee, from the minority interest holders in the Monto Coal Joint Venture, alleging that Monto Coal 2 Pty Ltd breached the Monto Coal Joint Venture Agreement and Monto Coal Pty Ltd breached the Monto Coal Management Agreement. Monto Coal Pty Ltd is the manager of the Monto Coal Joint Venture pursuant to the Management Agreement. Monto Coal 2 Pty Ltd holds a 51% interest in the Monto Coal Joint Venture. The plaintiffs are Sanrus Pty Ltd, Edge Developments Pty Ltd and H&J Enterprises (Qld) Pty Ltd. An additional statement of claim was delivered to Macarthur in November 2010 from the same minority interest holders in the Monto Coal Joint Venture, alleging that Macarthur induced Monto Coal 2 Pty Ltd and Monto Coal Pty Ltd to breach the Monto Coal Joint Venture Agreement and the Monto Coal Management Agreement, respectively. These actions, which are pending before the Supreme Court of Queensland, Australia, seek damages from the three defendants collectively of no less than $1,193.2 million Australian dollars plus interest and costs. The defendants dispute the claims and are vigorously defending their positions. Based on the Company's 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 are likely to be finalized 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 Company’s 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 Company’s 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 several other companies were defendants in a property damage lawsuit pending in the U.S. District Court for the Northern District of Oklahoma arising from past operations near Picher, Oklahoma. The plaintiffs sought compensatory damages for diminution in property values and punitive damages. Gold Fields entered into a settlement with the plaintiffs and the case has been dismissed.

Gold Fields and several other companies were also defendants in a personal injury lawsuit pending in the U.S. District Court for the Northern District of Oklahoma arising from past operations near Picher, Oklahoma. The four plaintiffs were seeking compensatory damages for cognitive impairments allegedly caused by exposure to lead and punitive damages. Gold Fields has entered into a settlement with plaintiffs and other potential personal injury claimants and the case has been dismissed.

In June 2005, Gold Fields and other potentially responsible parties (PRPs) received a letter from the U. S. Department of Justice alleging that the potentially responsible parties' mining operations caused the U.S. 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. In June 2008, Gold Fields and other PRPs received letters from the U.S. Department of Justice and the EPA re-initiating settlement negotiations. Gold Fields continues to participate in the settlement discussions. Gold Fields believes it has meritorious defenses to these claims.

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. The state of Oklahoma has also indicated that it seeks to recover remediation costs from these parties.

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PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The outcome of litigation and these claims are subject to numerous uncertainties. Based on the Company’s 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 are likely to be resolved without a material adverse effect on its financial condition, results of operations or cash flows.

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 PRP at five national priority list sites based on the Superfund Amendments and Reauthorization Act of 1986. Claims were asserted at 13 additional sites, bringing the total to 18, which have since been reduced to 11 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 $48.9 million as of March 31, 2012 and $52.5 million as of December 31, 2011, $8.1 million and $11.6 million of which was reflected as a current liability, respectively. These amounts represent those costs that the Company believes are probable and reasonably estimable.

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 the liabilities recorded in the consolidated balance sheets. Based on the Company's evaluation of the issues and their potential impact, the total 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.

Native Village of Kivalina and City of Kivalina v. ExxonMobil Corporation, et al. In February 2008, the Native Village of Kivalina and the City of Kivalina filed a lawsuit in the U.S. 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 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. The defendants filed motions to dismiss on the grounds of lack of personal and subject matter jurisdiction, and for failure to state a claim upon which relief may be granted. In June 2009, the court granted defendants’ motion to dismiss for lack of subject matter jurisdiction finding that plaintiffs’ federal claim for nuisance is barred by the political question doctrine and for lack of standing. The plaintiffs appealed the court’s dismissal to the U.S. Court of Appeals for the Ninth Circuit, which heard oral arguments on November 28, 2011.

Other

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.

In June 2007, the New York Office of the Attorney General served a letter and subpoena on the Company, seeking information and documents relating to the Company's disclosure to investors of risks associated with possible climate change and related legislation and regulations. The Company believes it has made full and proper disclosure of these potential risks. 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 liquidity.

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PEABODY ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(15) Segment Information

The Company reports its operations primarily through the following reportable operating segments: “Western U.S. Mining,” “Midwestern U.S. Mining,” “Australian Mining,” “Trading and Brokerage” and “Corporate and Other.” The Company’s chief operating decision maker uses Adjusted EBITDA as the primary measure of segment profit and loss. The Company defines Adjusted EBITDA as income from continuing operations before deducting net interest expense, income taxes, asset retirement obligation expense, depreciation, depletion and amortization and amortization of basis difference associated with equity method investments.

Operating segment results were as follows:



	Three Months Ended March 31,
	2012		2011
	(Dollars in millions)
Revenues:
Western U.S. Mining	$	761.0	$	703.7
Midwestern U.S. Mining	365.6		367.0
Australian Mining	854.1		578.8
Trading and Brokerage	52.5		83.9
Corporate and Other	5.4		9.7
Total	$	2,038.6