PEABODY ENERGY CORPORATION (OTCMKTS:BTUUQ) Files An 8-K Financial Statements and Exhibits

PEABODY ENERGY CORPORATION (OTCMKTS:BTUUQ) Files An 8-K Financial Statements and Exhibits

Item 9.01(d) (Exhibits) to provide revised pro forma financial
information in response to comments of the Staff of the Division
of Corporation Finance of the Commission.

Accordingly, Peabody is including with this Amendment No. 2 the
following unaudited pro forma condensed consolidated financial
data, which are attached as Exhibit 99.1 hereto and incorporated
herein by reference:

Unaudited Pro Forma Condensed Consolidated Balance Sheet as
of March31, 2017;

Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the three months ended March31, 2017;

Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the year ended December31, 2016; and

Notes to the Unaudited Pro Forma Condensed Consolidated
Financial Data.

The revised Exhibit 99.1 attached hereto revises and replaces
Exhibit 99.1 of Amendment No. 1 in its entirety. No modification
or update is otherwise made to any other disclosures or exhibits
in the April11 Form 8-K, as amended by Amendment No. 1, nor does
this Amendment No. 2 otherwise reflect any events occurring after
the date of the April11 Form 8-K.

Cautionary Note Regarding Forward-Looking

This Current Report contains forward-looking statements as that
term is defined in the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act of 1933, as amended
and Section 21E of the Securities Exchange Act of 1934 and are
intended to come within the safe harbor protection provided by
those sections.

These forward-looking statements include statements that relate
to the intent, beliefs, plans or expectations of Peabody or its
management at the time of this Current Report, as well as any
estimates or projections for the outcome of events that have not
yet occurred at the time of this Current Report. All statements
other than statements of historical fact are forward-looking
statements. Forward-looking statements include expressions such
as believe anticipate, expect, estimate, intend, may, plan,
predict, will and similar terms and expressions. All
forward-looking statements made by Peabody are predictions and
not guarantees of future performance and are subject to various
risks, uncertainties and factors relating to Peabodys operations
and business environment, all of which are difficult to predict
and many of which are beyond Peabodys control. These risks,
uncertainties and factors could cause Peabodys actual results to
differ materially from those matters expressed in or implied by
these forward-looking statements. Such factors include, but are
not limited to: those described under the Risk Factors section
and elsewhere in Peabody Energys most recently filed Annual
Report on Form 10-K and Exhibit 99.2 of the April11 Form 8-K,
which are available on Peabodys website at
and on the SECs website at, such as unfavorable
economic, financial and business conditions, as well as other
risks and uncertainties. Factors that could affect Peabodys
results or an investment in its securities include, but are not
limited to:

competition in the energy market and supply and demand for
our products, including the impact of alternative energy
sources, such as natural gas and renewables;

global steel demand and the downstream impact on
metallurgical coal prices, and lower demand for our
products by electric power generators;

customer procurement practices and contract duration;

the impact of weather and natural disasters on demand,
production and transportation;

reductions and/or deferrals of purchases by major customers
and our ability to renew sales contracts;

credit and performance risks associated with customers,
suppliers, contract miners, co-shippers, and
trading, bank and other financial counterparties;

geologic, equipment, permitting, site access, operational
risks and new technologies related to mining;

transportation availability, performance and costs;

availability, timing of delivery and costs of key supplies,
capital equipment or commodities such as diesel fuel,
steel, explosives and tires;

impact of take-or-pay arrangements for rail and port
commitments for the delivery of coal;

successful implementation of business strategies,
including, without limitation, the actions we are
implementing to improve our organization and respond to
current conditions;

negotiation of labor contracts, employee relations and
workforce availability, including, without limitation,
attracting and retaining key personnel;

changes in post-retirement benefit and pension obligations
and their related funding requirements;

replacement and development of coal reserves;

effects of changes in interest rates and currency exchange
rates (primarily the Australian dollar);

our ability to successfully consummate acquisitions or
divestitures, and the resulting effects thereof;

economic strength and political stability of countries in
which we have operations or serve customers;

legislation, regulations and court decisions or other
government actions, including, but not limited to, new
environmental and mine safety requirements, changes in
income tax regulations, sales-related royalties, or other
regulatory taxes and changes in derivative laws and

our ability to obtain and renew permits necessary for our

our ability to appropriately secure our requirements for
reclamation, federal and state workers compensation,
federal coal leases and other obligations related to our
operations, including our ability to utilize self-bonding
and/or successfully access the commercial surety bond

litigation or other dispute resolution, including, but not
limited to, claims not yet asserted;

terrorist attacks or security threats, including, but not
limited to, cybersecurity breaches;

impacts of pandemic illnesses;

any lack of an established market for certain of our
securities, including our preferred stock, and potential
dilution of our common stock due to future issuances of
equity securities;

price volatility in our securities;

short-sales in our common stock;

any conflicts of interest between our significant
shareholders and other holders of our capital stock;

our ability to generate sufficient cash to service all of
our indebtedness;

our debt instruments and capital structure placing certain
limits on our ability to pay dividends and repurchase
common stock; and

our ability to comply with financial and other restrictive
covenants in various agreements, including our debt

Forward-looking statements made by Peabody in this Current
Report, or elsewhere, speak only as of the date on which the
statements were made. New risks and uncertainties arise from time
to time, and it is not possible for Peabody to predict all of
these events or how they may affect it or its anticipated
results. Peabody does not undertake any obligation to publicly
update any forward-looking statements except as may be required
by law. In light of these risks and uncertainties, readers should
keep in mind that the events referenced by any forward-looking
statements made in this Current Report may not occur and should
not place undue reliance on any forward-looking statements.

Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number



Computation of Ratio of Earnings to Fixed Charges for the
three months ended March31, 2017 and each of the years in
the five-year period ended December31, 2016 (previously
filed as Exhibit 12.1 to the Current Report on Form 8-K/A
filed with the Commission on May 26, 2017)


Unaudited Pro Forma Computation of Ratio of Earnings to
Combined Fixed Charges and Preference Security Dividends
(previously filed as Exhibit 12.2 to the Current Report on
Form 8-K/A filed with the Commission on May 26, 2017)


Unaudited Pro Forma Condensed Consolidated Financial Data


Certain updates to Risk Factors included in Item 1A. of
Peabodys Annual Report on Form 10-K as filed with the SEC
on March22, 2017 (previously filed as Exhibit 99.2 to the
Current Report on Form 8-K filed with the Securities and
Exchange Commission on April11, 2017)

Filed herewith

EX-99.1 2 d413837dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA On April 13,…
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Peabody Energy Corporation is a coal company. The Company’s segments include Powder River Basin Mining, Midwestern U.S. Mining, Western U.S. Mining, Australian Metallurgical Mining, Australian Thermal Mining, Trading and Brokerage, and Corporate and Other. Its Powder River Basin Mining operations consist of its mines in Wyoming. Midwestern U.S. Mining operations reflect the Company’s Illinois and Indiana mining operations. Western U.S. Mining operations reflect the aggregation of the New Mexico, Arizona and Colorado mining operations. Australian Metallurgical Mining operations consist of mines in Queensland and New South Wales, Australia. Australian Thermal Mining operations consist of mines in New South Wales, Australia. Its Trading and Brokerage segment engages in the direct and brokered trading of coal and freight-related contracts through the trading and business offices. Its Corporate and Other includes selling and administrative expenses, and corporate hedging activities.

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