8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 23, 2014
PEABODY ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware	1-16463	13-4004153
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
701 Market Street, St. Louis, Missouri			63101-1826
(Address of principal executive offices)			(Zip Code)
Registrant's telephone number, including area code: (314) 342-3400
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01     Other Events.

On September 23, 2014, Peabody Energy Corporation (“Peabody”) issued a press release announcing that it has raised its third quarter 2014 Adjusted EBITDA targeted range due to higher-than-previously-expected results from its Western U.S. Mining segment, improved performance from its Australian metallurgical coal mines and the favorable effect of continued cost reductions across its operating platform. In addition, Peabody updated its third quarter 2014 Adjusted Diluted EPS targets to also reflect primarily the reversal of previously recognized deferred tax assets that will be recorded during the period due to the repeal of the Minerals Resource Rent Tax in Australia. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

99.1 Peabody press release dated September 23, 2014.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PEABODY ENERGY CORPORATION
September 23, 2014	By: /s/ Kenneth L. Wagner
	Name: Kenneth L. Wagner
	Title: Vice President, General Counsel - Corporate and Assistant Secretary

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EXHIBIT INDEX

99.1 Peabody press release dated September 23, 2014.

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EX-99.1

Exhibit 99.1

	News Release
	CONTACT: Vic Svec (314) 342-7768

FOR IMMEDIATE RELEASE

September 23, 2014

PEABODY ENERGY MODIFIES THIRD QUARTER 2014 EARNINGS EXPECTATIONS

• Now expects Adjusted EBITDA range to be above prior targeted range

• Reflects continued strength in Peabody’s operating performance

• Expected Adjusted Diluted EPS modified to also reflect repeal of Minerals Resource Rent Tax in Australia

ST. LOUIS, Sept. 23 - Peabody Energy (NYSE: BTU) announced today that the company now expects third quarter 2014 Adjusted EBITDA of $190 to $210 million, which is above the company’s prior targeted range.

“Peabody is pleased that strong cost improvements and operating results are leading to increased Adjusted EBITDA expectations even in the face of market challenges,” said Peabody Energy Chairman and Chief Executive Officer Gregory H. Boyce. “Our operations are performing well as we experienced higher-than-expected results from the Western United States, improved performance from Australian metallurgical coal mines and continued cost reductions across the platform.”

Peabody also updated third quarter 2014 Adjusted Diluted EPS targets to $(0.69) to $(0.63), primarily reflecting the effects of non-cash tax expense following the repeal of the Minerals Resource Rent Tax in Australia.

The company expects to announce third quarter results and hold a conference call with management on Monday, Oct. 20.

Peabody Energy is the world's largest private-sector coal company and a global leader in sustainable mining, energy access and clean coal solutions. The company serves metallurgical and thermal coal customers in more than 25 countries on six continents. For further information, go to PeabodyEnergy.com and AdvancedEnergyForLife.com.

-End-

Certain statements in this press release are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. The company uses words such as “anticipate,” “believe,” “expect,” “may,” “forecast,” “project,” “should,” “estimate,” “plan,” “outlook,” “target” or other similar words to identify forward-looking statements. These forward-looking statements are based on numerous assumptions that the company believes are reasonable, but they are open to a wide range of uncertainties and business risks that may cause actual results to differ materially from

expectations as of Sept. 23, 2014. These factors are difficult to accurately predict and may be beyond the company’s control. The company does not undertake to update its forward-looking statements. Factors that could affect the company’s results include, but are not limited to: global supply and demand for coal, including the seaborne thermal and metallurgical coal segment; price volatility and customer procurement practices, particularly in international seaborne products and in the company’s trading and brokerage businesses; impact of alternative energy sources, including natural gas and renewables; global steel demand and the downstream impact on metallurgical coal prices; impact of weather and natural disasters on demand, production and transportation; reductions and/or deferrals of purchases by major customers and ability to renew sales contracts; credit and performance risks associated with customers, suppliers, contract miners, co-shippers, and trading, banks 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 agreements for rail and port commitments for the delivery of coal; successful implementation of business strategies; negotiation of labor contracts, employee relations and workforce availability; changes in postretirement benefit and pension obligations and their related funding requirements; replacement and development of coal reserves; availability, access to and related cost of capital and financial markets; ability to appropriately secure our obligations for land reclamation, federal and state workers’ compensation, federal coal leases and other obligations related to our operations; effects of changes in interest rates and currency exchange rates (primarily the Australian dollar); effects of acquisitions or divestitures; economic strength and political stability of countries in which the company has operations or serves 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 taxesand changes in derivative laws and regulations; litigation, including claims not yet asserted; and other risks detailed in the company’s reports filed with the Securities and Exchange Commission (SEC).

Adjusted EBITDA is defined as (loss) income from continuing operations before deducting net interest expense, income taxes, asset retirement obligation expenses, depreciation, depletion and amortization, asset impairment and mine closure costs, charges for the settlement of claims and litigation related to previously divested operations and amortization of basis difference associated with equity method investments.  Adjusted EBITDA, which is not calculated identically by all companies, is not a substitute for operating income, net income or cash flow as determined in accordance with United States GAAP.  Management uses Adjusted EBITDA as the primary metric to measure segment operating performance and also believes it is useful to investors in comparing the company’s current results with those of prior and future periods and in evaluating the company’s operating performance without regard to its capital structure or the cost basis of its assets.

Adjusted (Loss) Income from Continuing Operations and Adjusted Diluted EPS are defined as (loss) income from continuing operations and diluted earnings per share from continuing operations, respectively, excluding the impacts of asset impairment and mine closure costs and charges for the settlement of claims and litigation related to previously divested operations, net of tax, and the remeasurement of foreign income tax accounts on the company’s income tax provision. The company calculates income tax benefits related to asset impairment and mine closure costs and charges for the settlement of claims and litigation related to previously divested operations based on the enacted tax rate in the jurisdiction in which they have been or will be realized, adjusted for the estimated recoverability of those benefits. Management has included these measures because, in the opinion of management, excluding those foregoing items is useful in comparing the company’s current results with those of prior and future periods. Management also believes that excluding the impact of the remeasurement of foreign income tax accounts represents a meaningful indicator of the company's ongoing effective tax rate.

Reconciliation of Non-GAAP Financial Measures (Unaudited)
Targeted Results for the Quarter Ending Sept. 30, 2014
(Dollars In Millions, Except Per Share Data)			Quarter Ending
			Sept. 30, 2014
			Targeted Results
			Low			High
Adjusted EBITDA			$	190		$	210
	Depreciation, Depletion and Amortization		158			160
	Asset Retirement Obligation Expenses		17			15
	Interest Income		(2		)	(4		)
	Interest Expense		117			113
	Income Tax Provision Before Remeasurement of Foreign Income Tax Accounts		80			90
Adjusted Loss from Continuing Operations (1)			(180		)	(164		)
	Remeasurement Expense Related to Foreign Income Tax Accounts		—			—
Loss from Continuing Operations, Net of Income Taxes			$	(180	)	$	(164	)
Net Income Attributable to Noncontrolling Interests			$	4		$	6
Diluted EPS - Loss from Continuing Operations (2)			$	(0.69	)	$	(0.63	)
	Remeasurement Expense Related to Foreign Income Tax Accounts		—			—
Adjusted Diluted EPS			$	(0.69	)	$	(0.63	)
(1)	In order to arrive at the numerator used to calculate Adjusted Diluted EPS, it is necessary to deduct net income attributable to noncontrolling interests from this amount.
(2)	Reflects loss from continuing operations, net of income taxes, less net income attributable to noncontrolling interests.