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, 2006
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
Years Ended December 31, 2006 and 2005
Table of Contents
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1 |
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Financial Statements: |
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3 |
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4 |
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5 |
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Supplemental Schedule: |
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12 |
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14 |
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15 |
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Exhibit 23 Consent of Independent Registered Public Accounting Firm |
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Consent of Ernst & Young LLP |
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 the Big Ridge,
Inc. 401(k) Profit Sharing Plan and Trust (the Plan) as of December 31, 2006 and 2005, and the related
statement of changes in net assets available for benefits for the year ended December 31, 2006.
These financial statements are the responsibility of the Plans management. Our responsibility is
to express an opinion on these financial statements based on our audits.
Except as explained in the following paragraph, 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 Plans 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 Plans 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 reasonable basis for our opinion.
As permitted by 29 CFR 2520.103-8 of the Department of Labors Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974, investment assets held by
Lincoln National Life Insurance Company, the custodian of the Plan, and transactions in those
assets were excluded from the scope of our audit of the Plans 2005 financial statements, except
for comparing the information provided by the custodian with the related information included in
the financial statements.
Because of the significance of the information that we did not audit, we are unable to, and do not,
express an opinion on the Plans financial statements as of December 31, 2005. The form and
content of the information included in the 2005 financial statements, other than that derived from
the information certified by the custodian have been audited by us and, in our opinion, are presented
in compliance with the Department of Labors Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974.
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, 2006, and changes in
its net assets available for benefits for the year then ended, in conformity with U.S. generally
accepted accounting principles.
Our audit of the Plans financial statements as of and for the year ended December 31, 2006, was
made for the purpose of forming an opinion on the financial statements taken as a whole. The
supplemental schedule of assets (held at end of year) as of December 31, 2006 is presented for
1
Report of Independent Registered Public Accounting Firm (continued)
the purpose of additional analysis and is not a required part of the financial statements but is
supplementary information required by the Department of Labors Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental
schedule is the responsibility of the Plans management. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the financial statements for the year
ended December 31, 2006, and, in our opinion, is fairly stated in all material respects in relation
to the financial statements taken as a whole.
/s/ Ernst & Young LLP
St. Louis, Missouri
June 25, 2007
2
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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2006 |
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2005 |
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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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$ |
6,271,567 |
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$ |
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Investment in common/collective trust |
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3,945,245 |
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Investment in Peabody Energy Stock Fund |
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119,974 |
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Investments in pooled separate accounts |
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9,061,398 |
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Investments in unallocated contracts |
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3,915,490 |
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Total investments |
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10,336,786 |
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12,976,888 |
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Receivables: |
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Employee contributions |
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48,846 |
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Net assets, at fair value |
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10,336,786 |
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13,025,734 |
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Adjustment from fair value to contract value for
fully benefit-responsive investment contracts |
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37,964 |
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Net assets available for benefits |
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$ |
10,374,750 |
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$ |
13,025,734 |
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See accompanying notes.
3
Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust
Statement of Changes in Net Assets Available for Benefits
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Year Ended |
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December 31, |
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2006 |
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Additions: |
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Interest and dividends |
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$ |
481,124 |
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Net realized and unrealized appreciation of investments |
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511,692 |
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Net investment income |
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992,816 |
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Contributions: |
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Employee |
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925,668 |
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Employer |
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607,750 |
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Rollover |
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37,387 |
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Total contributions |
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1,570,805 |
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Total additions |
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2,563,621 |
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Deductions: |
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Asset transfer to the Peabody Investments Corp.
Employee Retirement Account |
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(2,674,543 |
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Withdrawals by participants |
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(2,533,150 |
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Administrative expenses |
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(6,912 |
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Total deductions |
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(5,214,605 |
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Net decrease in net assets available for benefits |
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(2,650,984 |
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Net assets available for benefits at beginning of year |
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13,025,734 |
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Net assets available for benefits at end of year |
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$ |
10,374,750 |
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See accompanying notes.
4
Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust
Notes to Financial Statements
Years Ended December 31, 2006 and 2005
1. Description of the Plan
The following description of the Big Ridge, Inc. (Big Ridge or the Company) 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 Plans provisions. Big Ridge is an
indirect, wholly-owned subsidiary of Peabody Energy Corporation (Peabody).
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).
Effective January 31, 2006, Vanguard Fiduciary Trust Company (Vanguard) was appointed trustee of
the Plan, and plan assets of $11.7 million were transferred from Lincoln National Life Insurance
Company (Lincoln) to Vanguard and the Plan was amended in its entirety. Also effective January
31, 2006, $2.7 million of net assets and related participant account balances of salaried employees
of Big Ridge were merged into the Peabody Investments Corp. Employee Retirement Account, a separate
Peabody plan.
The Plan allows participants to invest in a selection of mutual funds, a common/collective trust
and the Peabody Energy Stock Fund. 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. Participants may also rollover account balances from
other qualified defined benefit or defined contribution plans. The Company, at its discretion, may
contribute to the accounts of qualifying participants, as defined in the Plan.
Participants direct the investment of employee and employer discretionary 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).
In the calendar year that a participant is age 50 or older, and each year thereafter, certain
participants are permitted to make catch-up contributions to the Plan. These participants are able
to contribute amounts in excess of the maximum otherwise permitted by the Plan, subject to certain
limitations.
5
Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust
Notes to Financial Statements
1. Description of the Plan (continued)
Vesting
Participants are vested immediately in their own contributions, employer discretionary
contributions, and the actual earnings thereon.
Participant Loans
The Plan does not offer participant loans.
Participant Accounts
Each participants account is credited with the participants contributions, employer discretionary
contributions, and plan earnings. The benefit to which a participant is entitled is the vested
balance of the participants account.
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 and trustee fees, are
paid by the Company.
6
Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust
Notes to Financial Statements
2. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Plan are prepared using the accrual method of accounting.
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.
Value of Investments and Income Recognition
The Plans investments at Vanguard are stated at fair value. Shares of mutual funds are valued at
quoted market prices, which represent the net asset value of shares held by the Plan at year-end.
Units in the common/collective trust are valued at net asset value at year-end. The Peabody Energy
Stock Fund is valued at its year-end unit closing price (comprised of year-end market price plus
uninvested cash position, if any). Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded when earned. Dividend income is recorded on the ex-dividend
date. Capital gain distributions are included in dividend income.
Prior to the transfer of Plan assets on January 31, 2006, the Plan had entered into a
benefit-responsive investment contract with Lincoln. The account was credited with earnings on the
underlying investments and charged for participant withdrawals and administrative expenses. As of
December 31, 2005, the Plans interest-crediting account (unallocated contracts) was valued at
contract value in the financial statements as reported to the Plan by Lincoln. Contract value
represents contributions made under the contract, plus earnings, less participant withdrawals and
administrative expenses. There were no reserves against contract value for credit risk of the
contract issuer or otherwise. The fair value of investments is not materially different from
contract value. Shares of pooled separate accounts at Lincoln were reported at market value as
determined by a combination of the quoted market prices of the underlying stocks and/or other
short-term investments and, if applicable, estimates based on market yields of similar debt
obligations.
Payment of Benefits
Benefit distributions are recorded when paid.
7
Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust
Notes to Financial Statements
2. Summary of Significant Accounting Policies (continued)
Impact of New Accounting Pronouncement
In December 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position AAG
INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain
Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health
and Welfare and Pension Plans (the FSP). The FSP defines the circumstances in which an
investment contract is considered fully benefit-responsive and provides certain reporting and
disclosure requirements for fully benefit-responsive investment contracts in defined contribution
health and welfare and pension plans. The financial statement presentation and disclosure
provisions of the FSP are effective for financial statements issued for annual periods ending after
December 15, 2006 and are required to be applied retroactively to all prior periods presented for
comparative purposes. The Plan adopted the provisions of the FSP at December 31, 2006.
As required by the FSP, investments in the accompanying Statements of Net Assets Available for
Benefits included fully benefit-responsive investment contracts recognized at fair value. AICPA
Statement of Position 94-4-1, Reporting of Investment Contracts Held by Health and Welfare Benefit
Plans and Defined Contribution Pension Plans, as amended, requires fully benefit-responsive
investment contracts to be reported at fair value in the Plans Statement of Net Assets Available
for Benefits with a corresponding adjustment to reflect these investments at contract value. The
requirements of the FSP were applied retroactively to the Statement of Net Assets Available for
Benefits as of December 31, 2005 presented for comparative purposes. The contract value for fully
benefit-responsive investment contracts approximated fair value at December 31, 2005, because the
underlying contracts expired in early 2006. Adoption of the FSP had no effect on the Statement of
Changes in Net Assets Available for Benefits for any period presented.
3. Related Party Transactions
The Plan invests in shares of mutual funds managed by an affiliate of Vanguard, 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.
8
Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust
Notes to Financial Statements
4. Investments
The following table represents the appreciation in fair value, as determined by quoted market
prices, of the Plans investments, including those purchased, sold or held during the year ended
December 31, 2006.
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Mutual funds |
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$ |
517,137 |
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Peabody Energy Stock Fund |
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(5,445 |
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$ |
511,692 |
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Investments representing 5% or more of the fair value of the Plans net assets at December 31,
2006 were as follows:
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Mutual funds: |
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Vanguard Total Bond Market Index Fund |
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$ |
625,936 |
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Vanguard International Growth Fund |
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933,162 |
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Vanguard 500 Index Fund |
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909,432 |
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T. Rowe Price Mid-Cap Growth Fund |
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828,404 |
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Harbor Capital Appreciation Fund |
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656,109 |
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Common/collective trust: |
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Vanguard Retirement Savings Trust |
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3,945,245 |
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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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2006 |
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2005 |
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Net assets available for benefits per the
financial statements |
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$ |
10,374,750 |
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$ |
13,025,734 |
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Adjustment from contract value to fair value for
fully benefit-responsive contracts |
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(37,964 |
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Net assets available for benefits per the Form
5500 |
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$ |
10,336,786 |
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$ |
13,025,734 |
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The following is a reconciliation of net realized and unrealized appreciation in fair value of
investments per the financial statements to the Form 5500 for the year ended December 31, 2006:
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Net realized and unrealized appreciation of investments
per the financial statements |
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$ |
511,692 |
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Adjustment from contract value to fair value for
fully benefit-responsive contracts |
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(37,964 |
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Net realized and unrealized appreciation of investments
per the Form 5500 |
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$ |
473,728 |
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6. Income Tax Status
The underlying non-standardized prototype plan received an opinion letter from the IRS, dated
August 22, 2001, stating that the form of the plan is qualified under Section 401(a) of the Code
and, therefore, the related trust is exempt from taxation. In accordance with Revenue Procedure
2006-6 and Announcement 2001-77, the Plan Sponsor has determined that it is eligible to and has
chosen to rely on the current IRS prototype plan opinion letter. Once qualified, the Plan is
required to operate in conformity with the Code to maintain its qualification. The Plan was amended
and restated subsequent to the IRS opinion letter. The Plans 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. The Plans sponsor has
indicated that it will take the necessary steps, if any, to maintain the Plans qualified status.
10
Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust
Notes to Financial Statements
7. 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.
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, 2006
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Identity of Issue |
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Description of Investment Type |
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Current Value |
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Vanguard International Growth Fund* |
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39,110 shares of mutual fund |
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$ |
933,162 |
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Vanguard 500 Index Fund* |
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6,964 shares of mutual fund |
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909,432 |
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T. Rowe Price Mid-Cap Growth Fund* |
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15,429 shares of mutual fund |
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828,404 |
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Harbor Capital Appreciation Fund* |
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19,673 shares of mutual fund |
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656,109 |
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Vanguard Total Bond Market Index Fund* |
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62,656 shares of mutual fund |
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625,936 |
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Vanguard Windsor II Fund* |
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10,908 shares of mutual fund |
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379,041 |
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Vanguard REIT Index Fund* |
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14,257 shares of mutual fund |
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365,157 |
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T. Rowe Price Small-Cap Stock Fund* |
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6,648 shares of mutual fund |
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227,572 |
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Vanguard Explorer Fund* |
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2,410 shares of mutual fund |
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180,056 |
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Vanguard Small-Cap Index Fund* |
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4,680 shares of mutual fund |
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152,648 |
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Vanguard PRIMECAP Fund* |
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1,195 shares of mutual fund |
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82,409 |
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Delaware International Value Equity Fund* |
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5,143 shares of mutual fund |
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80,329 |
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Lazard Small Cap Portfolio |
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2,393 shares of mutual fund |
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34,561 |
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Vanguard High-Yield Corporate Fund* |
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5,336 shares of mutual fund |
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33,187 |
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Vanguard Long-Term Treasury Fund* |
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1,414 shares of mutual fund |
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15,740 |
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Ariel Fund* |
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259 shares of mutual fund |
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13,430 |
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Vanguard Developed Markets Index Fund* |
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833 shares of mutual fund |
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10,474 |
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Sound Shore Fund* |
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221 shares of mutual fund |
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8,669 |
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Vanguard Extended Market Index Fund* |
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199 shares of mutual fund |
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7,681 |
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Baron Asset Fund* |
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113 shares of mutual fund |
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6,784 |
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Vanguard Windsor Fund* |
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317 shares of mutual fund |
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5,905 |
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Vanguard Total Stock Market Index Fund* |
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166 shares of mutual fund |
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5,646 |
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Vanguard GNMA Fund* |
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348 shares of mutual fund |
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3,554 |
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Vanguard Target Retirement 2010 Fund* |
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890 shares of mutual fund |
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19,429 |
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Vanguard Target Retirement 2015 Fund* |
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23,484 shares of mutual fund |
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292,615 |
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Vanguard Target Retirement 2020 Fund* |
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6,739 shares of mutual fund |
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149,605 |
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Vanguard Target Retirement 2025 Fund* |
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8,094 shares of mutual fund |
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105,540 |
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Vanguard Target Retirement 2030 Fund* |
|
4,537 shares of mutual fund |
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|
102,261 |
|
12
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) (continued)
December 31, 2006
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Identity of Issue |
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Description of Investment Type |
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Current Value |
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Vanguard Target Retirement 2035 Fund* |
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1,427 shares of mutual fund |
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|
19,790 |
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Vanguard Target Retirement 2040 Fund* |
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450 shares of mutual fund |
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|
10,105 |
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Vanguard Target Retirement 2045 Fund* |
|
199 shares of mutual fund |
|
|
2,847 |
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Vanguard Target Retirement 2050 Fund* |
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155 shares of mutual fund |
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|
3,489 |
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Vanguard Retirement Savings Trust |
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3,983,209 shares of common/
collective trust |
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|
3,945,245 |
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Peabody Energy Stock Fund* |
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1,779 units of stock fund |
|
|
119,974 |
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$ |
10,336,786 |
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13
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 29, 2007 |
By: |
/s/ SHARON D. FIEHLER
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Sharon D. Fiehler |
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Peabody Energy Corporation
Executive Vice President of
Human Resources and Administration |
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14
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 |
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23 |
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Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm. |
15