e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
or
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 1-16463
BIG RIDGE, INC. 401(K) PROFIT SHARING PLAN AND TRUST
Full title of the plan
PEABODY ENERGY CORPORATION
701 Market Street, St. Louis, Missouri 63101-1826
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office
Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust
Financial Statements and Supplemental Schedule
Years Ended December 31, 2010 and 2009
Table of Contents
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Report of Independent Registered Public Accounting Firm |
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1 |
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Financial Statements: |
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Statements of Net Assets Available for Benefits —
December 31, 2010 and 2009 |
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2 |
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Statements of Changes in Net Assets Available for Benefits —
Years Ended December 31, 2010 and 2009 |
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3 |
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Notes to Financial Statements |
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4 |
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Supplemental Schedule: |
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Schedule H, Line 4i — Schedule of Assets (Held at End of Year) |
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12 |
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Signature |
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13 |
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Exhibit Index |
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14 |
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Exhibit 23 — Consent of Independent Registered Public Accounting Firm |
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Report of Independent Registered Public Accounting Firm
The Plan Administrator
Defined Contribution Administrative Committee
We have audited the accompanying statements of net assets available for benefits of Big Ridge, Inc.
401(k) Profit Sharing Plan and Trust (the Plan) as of December 31, 2010 and 2009, and the related
statements of changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan’s management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plan’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2010 and 2009, and the
changes in its net assets available for benefits for the years then ended, in conformity with U.S.
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December
31, 2010, is presented for purposes of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department of Labor’s Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental
schedule has been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
St. Louis, Missouri
June 17, 2011
Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust
Statements of Net Assets Available for Benefits
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December 31, |
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2010 |
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2009 |
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Assets: |
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Investments, at fair value: |
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Investments in mutual funds |
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$ |
7,509,435 |
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$ |
5,862,501 |
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Investment in common/collective trust |
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5,277,632 |
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4,906,609 |
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Interest in Master Trust |
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648,305 |
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571,730 |
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Total investments |
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13,435,372 |
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11,340,840 |
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Receivables: |
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Employer contributions |
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5,700 |
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32,500 |
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Employee contributions |
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5,700 |
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32,500 |
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Total receivables |
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11,400 |
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65,000 |
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Total assets |
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13,446,772 |
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11,405,840 |
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Adjustment from fair value to contract value for
fully benefit-responsive investment contracts |
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(207,823 |
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(106,072 |
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Net assets available for benefits |
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$ |
13,238,949 |
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$ |
11,299,768 |
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See accompanying notes.
2
Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust
Statements of Changes in Net Assets Available for Benefits
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Years Ended December 31, |
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2010 |
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2009 |
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Additions: |
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Investment income: |
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Interest and dividends |
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$ |
312,868 |
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$ |
234,169 |
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Net realized and unrealized appreciation of mutual funds |
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838,061 |
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1,165,840 |
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Net investment income in the Master Trust |
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270,659 |
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341,768 |
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Net investment income |
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1,421,588 |
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1,741,777 |
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Contributions: |
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Employee |
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908,616 |
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1,025,888 |
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Employer |
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311,900 |
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375,443 |
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Rollover |
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497 |
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12,692 |
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Total contributions |
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1,221,013 |
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1,414,023 |
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Total additions |
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2,642,601 |
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3,155,800 |
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Deductions: |
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Benefits paid to participants |
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(699,936 |
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(975,899 |
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Administrative expenses |
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(3,484 |
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(2,810 |
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Total deductions |
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(703,420 |
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(978,709 |
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Net increase in net assets available for benefits |
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1,939,181 |
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2,177,091 |
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Net assets available for benefits at beginning of year |
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11,299,768 |
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9,122,677 |
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Net assets available for benefits at end of year |
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$ |
13,238,949 |
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$ |
11,299,768 |
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See accompanying notes.
3
Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust
Notes to Financial Statements
Years Ended December 31, 2010 and 2009
1. Description of the Plan
The following description of the Big Ridge, Inc. (Big Ridge, the Company, or the Employer) 401(k)
Profit Sharing Plan and Trust (the Plan) provides only general information. Participants should
refer to the plan documents for a more complete description of the Plan’s provisions. Big Ridge is
an indirect, wholly owned subsidiary of Peabody Energy Corporation (Peabody). The Plan’s
administrator and sponsor is Peabody Holding Company, LLC (the Plan Administrator or the Plan
Sponsor).
General
The Plan is a defined contribution plan, and participation in the Plan is voluntary. Employees of
Big Ridge who are represented by the International Brotherhood of Boilermakers are eligible for
participation on the date of their employment. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended (ERISA).
The Plan allows participants to invest in a selection of mutual funds, a common/collective trust
and the Peabody Energy Stock Fund, which is the participating investment in the Master Trust. See
Notes 2 and 3 for additional details related to the Master Trust. All investments in the Plan are
participant-directed.
Contributions
Each year participants may contribute on a pre-tax basis any whole percentage from 1% to 90% of
eligible compensation, as defined in the Plan. Additionally, eligible participants may elect to
contribute $125, $150, or $175 of their monthly Wage Incentive Program (WIP) payment on a pre-tax
basis. In the calendar year that a participant is age 50 or older, and each year thereafter, he or
she is permitted to make catch-up contributions to the Plan. Participants may also rollover account
balances from other qualified defined benefit or defined contribution plans.
The Employer makes matching contributions equal to 100% of eligible WIP contributions that
participants make to the Plan. The Company may contribute a discretionary amount to the accounts of
qualifying participants, as defined in the Plan.
Participants direct the investment of all contributions into various investment options offered by
the Plan. All contributions are subject to certain limitations as defined by the Plan and the
Internal Revenue Service (IRS).
Vesting
Participants are vested immediately in their own contributions, Employer matching and discretionary
contributions, and the actual earnings thereon.
4
Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust
Notes to Financial Statements
Notes Receivable from Participants
The Plan does not offer participant loans.
Participant Accounts
Each participant’s account is credited with the participant’s contributions, Employer matching and
discretionary contributions, and plan earnings. The benefit to which a participant is entitled is
the vested balance of the participant’s account as defined in the Plan.
Payment of Benefits
Participants are eligible for distribution of their entire account balance upon death, disability,
or termination of employment. Participants may elect to receive their distribution as a lump-sum
payment or transfer their account balance into an individual retirement account or another
qualified plan.
Participants who have attained the age of 591/2 have the right to receive a partial or full
distribution of their account balance. Withdrawals in cases of hardship and other withdrawals are
also permitted, as defined in the Plan.
Plan Termination
The Plan could be terminated through the collective bargaining process, subject to the provisions
of ERISA. Participants’ accounts will remain fully vested upon termination of the Plan. Currently,
the Company has no intention to terminate the Plan.
Administrative Expenses
All significant administrative expenses of the Plan, including recordkeeping, audit and trustee
fees, are paid by the Company. Participants are required to pay for certain miscellaneous
transaction fees.
5
Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust
Notes to Financial Statements
2. Summary of Significant Accounting Policies
Basis of Presentation
Financial statements of the Plan are prepared using the accrual method of accounting.
Newly Adopted Accounting Standards
In January 2010, the Financial Accounting Standards Board issued accounting guidance that
requires new fair value disclosures, including significant transfers in and out of Level 1 and
Level 2 fair value measurements and a description of the reasons for the transfers. In addition,
the guidance requires new disclosures regarding activity in Level 3 fair value measurements,
including a gross basis reconciliation. The new disclosure requirements became effective for annual
periods beginning January 1, 2010, except for the disclosure of activity within Level 3 fair value
measurements, which is effective for fiscal years beginning after December 15, 2010 (January 1,
2011 for the Plan). Accordingly, adoption of the guidance does not impact the Plan’s disclosures.
Adoption of the gross presentation of Level 3 activity is not expected to impact the Plan’s
disclosures as the Plan currently does not have any Level 3 investments.
Valuation of Investments
The Plan Sponsor defines fair value as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date.
See Note 3 for further description of fair value measurements.
The Vanguard Retirement Savings Trust invests in fully benefit-responsive investment contracts.
These investment contracts are recorded at fair value; however, since these contracts are fully
benefit-responsive, an adjustment is reflected in the statements of net assets available for
benefits to present these investments at contract value. Contract value is the relevant measurement
attributable to fully benefit-responsive investment contracts because contract value is the amount
participants would receive if they were to initiate permitted transactions under the terms of the
Plan. Contract value represents contributions plus earnings, less participant withdrawals and
administrative expenses.
Securities Transactions
Purchases and sales of securities are recorded on a trade-date basis. Realized gains (losses) are
computed based on the average cost of securities sold. Interest income is recorded when earned.
Dividend income is recorded on the ex-dividend date. Capital gain distributions are included in
dividend income.
Interest in Master Trust
The Master Trust Agreement for the Peabody Energy Stock Fund (the Master Trust) was established to
hold investments in the Peabody Energy Stock Fund for this Plan as well as Peabody’s other defined
contribution plans. Total investment income (loss) of the Master Trust is allocated to each plan
investing in the Master Trust based on the units held in the Master Trust by each Plan.
6
Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust
Notes to Financial Statements
Payment of Benefits
Benefit distributions are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those estimates.
3. Fair Value Measurements
The Plan Sponsor 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 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 Plan Sponsor to make assumptions about
pricing by market participants. There were no Level 3 investments in the Plan as of December 31,
2010 and 2009.
A financial instrument’s level within the valuation hierarchy is based upon the lowest level of
input that is significant to the fair value measurement. Following is a description of the
valuation techniques and inputs used for each major class of investments measured at fair value,
including the general classification of such investments pursuant to the valuation hierarchy.
Mutual Funds
Plan investments include a wide variety of mutual fund types that can generally be classified as
holding primarily equity securities, fixed income securities, or a combination of equity and fixed
income securities aimed at certain target retirement dates. Shares of mutual funds are valued at
quoted market prices, which represent the net asset value (NAV) of shares held by the Plan at
year-end. NAV is based on the value of the underlying assets owned by the fund, minus its
liabilities, and then divided by the number of shares outstanding. The NAV for these investments is
a quoted price in an active market and is classified within Level 1 of the valuation hierarchy.
Common/Collective Trust
Units in the common/collective trust are valued at NAV at year-end. These investments are
classified within Level 2 of the valuation hierarchy as the NAV for these investments is a derived
price in an active market. This fund is primarily invested in guaranteed and synthetic investment
contracts. Participant-directed redemptions have no restrictions; however, the Plan is required to
provide a one-year redemption notice to liquidate its entire share in the fund. The NAV has been
estimated based on the fair value of the underlying investment contracts in the fund as reported by
the issuer of the fund. The fair value differs from the contract value. As previously discussed in
Note 2, contract value is the relevant measurement attributable to fully benefit-responsive
investment contracts because contract value is the amount participants would receive if they were
to initiate permitted transactions under the terms of the Plan.
7
Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust
Notes to Financial Statements
Peabody Energy Stock Fund
The Peabody Energy Stock Fund is valued at its unit closing price (comprised of quoted market price
plus uninvested cash position, if any) reported on the active market on which the security is
traded and is classified within Level 1 of the valuation hierarchy.
The methods described above may produce a fair value calculation that may not be indicative of net
realizable value or reflective of future fair values. Furthermore, while the Plan Sponsor believes
its valuation methods are appropriate and consistent with other market participants, the use of
different methodologies or assumptions to determine the fair value of certain financial instruments
could result in a different fair value measurement at the reporting date. The inputs or
methodologies used for valuating investments are not necessarily an indication of the risk
associated with investing in those investments.
The following tables present the fair value hierarchy of the investments on the statements of net
assets available for benefits.
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December 31, 2010 |
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Level 1 |
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Level 2 |
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Total |
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Equity mutual funds |
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$ |
4,747,118 |
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$ |
— |
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$ |
4,747,118 |
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Fixed income mutual funds |
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958,442 |
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— |
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958,442 |
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Target retirement mutual funds |
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1,803,875 |
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— |
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1,803,875 |
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Fixed income common/collective trust |
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— |
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5,277,632 |
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5,277,632 |
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Peabody Energy Stock Fund (1) |
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648,305 |
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— |
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648,305 |
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Total assets at fair value |
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$ |
8,157,740 |
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$ |
5,277,632 |
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$ |
13,435,372 |
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December 31, 2009 |
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Level 1 |
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Level 2 |
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Total |
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Equity mutual funds |
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$ |
3,734,269 |
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$ |
— |
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$ |
3,734,269 |
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Fixed income mutual funds |
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848,573 |
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— |
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|
848,573 |
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Target retirement mutual funds |
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1,279,659 |
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— |
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|
1,279,659 |
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Fixed income common/collective trust |
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— |
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|
4,906,609 |
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|
4,906,609 |
|
Peabody Energy Stock Fund (1) |
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|
571,730 |
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— |
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|
571,730 |
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Total assets at fair value |
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$ |
6,434,231 |
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$ |
4,906,609 |
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$ |
11,340,840 |
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Interest in Master Trust |
8
Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust
Notes to Financial Statements
4. Investments
The following table presents investment information for the Master Trust:
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Years Ended December 31, |
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2010 |
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2009 |
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Investments, at fair value: |
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Peabody Energy Stock Fund |
|
$ |
82,306,257 |
|
|
$ |
64,602,794 |
|
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Plan’s interest in Master Trust |
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1 |
% |
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1 |
% |
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Master Trust net investment income: |
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|
|
|
|
|
|
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Dividend income |
|
$ |
335,848 |
|
|
$ |
377,150 |
|
Net appreciation of common stock |
|
|
25,181,095 |
|
|
|
33,994,621 |
|
|
|
|
|
|
|
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Net investment income |
|
$ |
25,516,943 |
|
|
$ |
34,371,771 |
|
|
|
|
|
|
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|
Investments representing 5% or more of the fair value of the Plan’s net assets were as follows:
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December 31, |
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2010 |
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2009 |
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Mutual funds: |
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|
|
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|
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|
|
T. Rowe Price Mid-Cap Growth Fund |
|
$ |
1,156,892 |
|
|
$ |
863,275 |
|
Vanguard International Growth Fund |
|
|
873,027 |
|
|
|
685,967 |
|
Vanguard Total Bond Market Index Fund |
|
|
869,409 |
|
|
|
779,871 |
|
Vanguard 500 Index Fund |
|
|
857,953 |
|
|
|
731,675 |
|
Harbor Capital Appreciation Fund |
|
|
716,949 |
|
|
|
613,664 |
|
|
|
|
|
|
|
|
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|
Common/collective trust: |
|
|
|
|
|
|
|
|
Vanguard Retirement Savings Trust |
|
|
5,277,632 |
|
|
|
4,906,609 |
|
9
Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust
Notes to Financial Statements
5. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements
to the Form 5500:
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December 31, |
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| |
|
2010 |
|
|
2009 |
|
Net assets available for benefits per the
financial statements |
|
$ |
13,238,949 |
|
|
$ |
11,299,768 |
|
Adjustment from contract value to fair value for
fully benefit-responsive contracts |
|
|
207,823 |
|
|
|
106,072 |
|
|
|
|
|
|
|
|
Net assets available for benefits per the Form 5500 |
|
$ |
13,446,772 |
|
|
$ |
11,405,840 |
|
|
|
|
|
|
|
|
6. Related — Party Transactions
The Plan invests in shares of mutual funds and units in a common/collective trust managed by an
affiliate of its trustee, Vanguard Fiduciary Trust Company, a party-in-interest with respect to the
Plan. These transactions are covered by an exemption from the “prohibited transaction” provisions
of ERISA and the Internal Revenue Code of 1986 (the Code), as amended. The Plan also invests in
Peabody stock through the Peabody Energy Stock Fund, which is a permitted party-in-interest
transaction.
7. Income Tax Status
Effective July 1, 2007, the Plan was amended and restated subsequent to the IRS opinion letter
dated August 22, 2001, and the non-standardized prototype plan was replaced with an individually
designed plan. The Plan applied for a new determination letter in April 2010. The Plan’s
administrator believes the Plan is being operated in compliance with the applicable requirements of
the Code and, therefore, believes the Plan, as amended, is qualified and the related trust is
tax-exempt.
10
Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust
Notes to Financial Statements
8. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could materially affect
participants’ account balances and the amounts reported in the statements of net assets available
for benefits.
9. Subsequent Event
The labor agreement whereby Plan participants were represented by the International Brotherhood of
Boilermakers expired on April 15, 2011. The United Mine Workers of America (UMWA) filed a petition
with the National Labor Relations Board (NLRB) to replace the International Brotherhood of
Boilermakers as the employees’ representative at the Willow Lake Mine in Illinois. An election
conducted by NLRB on May 19 and May 20, 2011 resulted in the workers voting in favor of UMWA
representation. The Company filed objections with the NLRB on May 26, 2011 and requested that a new
election be held based on numerous instances of intimidation and threats, coercion and fraudulent
conduct that affected the result of the election. If the Company’s election
challenges are ultimately rejected, the collective bargaining
process may result in changes to the Plan, subject to the provisions of ERISA.
11
Supplemental Schedule
Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust
Employer ID #37-1126950
Plan #001
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2010
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(e) Current |
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(b) Identity of Issue |
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(c) Description of Investment |
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(d) Cost (1) |
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Value |
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T. Rowe Price Mid-Cap Growth Fund |
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19,766 shares of mutual fund |
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$ |
1,156,892 |
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* |
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Vanguard International Growth Fund |
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45,141 shares of mutual fund |
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873,027 |
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* |
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Vanguard Total Bond Market Index Fund |
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82,020 shares of mutual fund |
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869,409 |
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* |
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Vanguard 500 Index Fund |
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7,408 shares of mutual fund |
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857,953 |
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Harbor Capital Appreciation Fund |
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19,525 shares of mutual fund |
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716,949 |
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* |
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Vanguard Windsor II Fund |
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11,143 shares of mutual fund |
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286,053 |
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T. Rowe Price Small-Cap Stock Fund |
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6,730 shares of mutual fund |
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231,700 |
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Vanguard Small-Cap Index Fund |
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6,045 shares of mutual fund |
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210,073 |
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Vanguard REIT Index Fund |
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8,150 shares of mutual fund |
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149,800 |
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Vanguard High-Yield Corporate Fund |
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12,836 shares of mutual fund |
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73,164 |
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Vanguard PRIMECAP Fund |
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1,027 shares of mutual fund |
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67,563 |
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Vanguard Developed Markets Index Fund |
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4,119 shares of mutual fund |
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41,436 |
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Lazard U.S. Small Cap Equity Value Portfolio |
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2,100 shares of mutual fund |
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30,556 |
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Vanguard Total Stock Market Index Fund |
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903 shares of mutual fund |
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28,510 |
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MSIFT U.S. Small Cap Value Portfolio |
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930 shares of mutual fund |
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25,051 |
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Vanguard Emerging Markets Stock Index Fund |
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789 shares of mutual fund |
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23,950 |
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Sound Shore Fund |
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538 shares of mutual fund |
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17,109 |
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Vanguard Extended Market Index Fund |
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287 shares of mutual fund |
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11,842 |
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Baron Asset Fund |
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195 shares of mutual fund |
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10,761 |
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Vanguard GNMA Fund |
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769 shares of mutual fund |
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8,261 |
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Vanguard International Value Fund |
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245 shares of mutual fund |
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7,893 |
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Vanguard Long-Term Bond Index Fund |
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632 shares of mutual fund |
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7,608 |
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Vanguard Target Retirement 2010 Fund |
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4,652 shares of mutual fund |
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103,783 |
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Vanguard Target Retirement 2015 Fund |
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25,649 shares of mutual fund |
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318,556 |
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Vanguard Target Retirement 2020 Fund |
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20,124 shares of mutual fund |
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444,743 |
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Vanguard Target Retirement 2025 Fund |
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10,031 shares of mutual fund |
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126,591 |
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* |
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Vanguard Target Retirement 2030 Fund |
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2,766 shares of mutual fund |
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59,971 |
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* |
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Vanguard Target Retirement 2035 Fund |
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11,771 shares of mutual fund |
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154,079 |
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Vanguard Target Retirement 2040 Fund |
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11,151 shares of mutual fund |
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239,748 |
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Vanguard Target Retirement 2045 Fund |
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9,310 shares of mutual fund |
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125,679 |
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Vanguard Target Retirement 2050 Fund |
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10,782 shares of mutual fund |
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230,725 |
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Vanguard Retirement Savings Trust |
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5,069,809 units of common/collective trust |
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5,277,632 |
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$ |
12,787,067 |
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| * |
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Denotes party-in-interest |
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| (1) |
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Cost is not presented as all investments are participant directed investments |
12
SIGNATURE
Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust. Pursuant to the requirements of the
Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
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Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust
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| Date: June 17, 2011 |
By: |
/s/ SHARON D. FIEHLER
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Sharon D. Fiehler |
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Peabody Energy Corporation
Executive Vice President and
Chief Administrative Officer |
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13
EXHIBIT INDEX
The exhibit below is numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.
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| Exhibit |
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| No. |
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Description of Exhibit |
23
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. |
14