Edgar Filing: PEABODY ENERGY CORP

11-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



	FORM 11-K



( X )	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2015



( )	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934

Commission File Number: 1-16463

Full title of the plan and the address of the plan, if different from that of

the issuer named below:

Peabody Energy Corporation Amended and Restated Australian Employee Stock Purchase Plan

Name of issuer of the securities held pursuant to the plan and the address of

its principal executive office:

Peabody Energy Corporation



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

TABLE OF CONTENTS



	PAGE
Report of Independent Registered Public Accounting Firm	2


Financial Statements:

Statements of Financial Condition	3

Statements of Income and Changes in Plan Equity	4

Notes to Financial Statements	5

Signature	10

Exhibit Index	11

Exhibit 23 - Consent of UHY LLP, Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

Australia Employee Stock Purchase Plan Committee

We have audited the accompanying statements of financial condition of Peabody Energy Corporation Amended and Restated Australian Employee Stock Purchase Plan (the Plan) as of December 31, 2015 and 2014, and the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 2015. 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. The Plan is not required to have, nor were we engaged to perform, an audit of its 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, as well as 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 financial condition of the Plan as of December 31, 2015 and 2014, and the income and changes in plan equity for each of the three years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

/s/ UHY LLP

St. Louis, Missouri

March 29, 2016

PEABODY ENERGY CORPORATION AMENDED AND RESTATED AUSTRALIAN EMPLOYEE STOCK PURCHASE PLAN

STATEMENTS OF FINANCIAL CONDITION



	December 31,
	2015		2014
ASSETS
Participant deposits due from Peabody Energy Corporation	$	—	$	322,325
Excess contributions from Participants	—		15,886
Total Assets	—		338,211

LIABILITIES
Stock purchase payable	—		322,325
Refunds due to Participants from excess contributions	—		15,886
Total Liabilities	—		338,211

PLAN EQUITY	$	—	$	—

See accompanying notes to financial statements.

PEABODY ENERGY CORPORATION AMENDED AND RESTATED AUSTRALIAN EMPLOYEE STOCK PURCHASE PLAN

STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY



	Year Ended December 31,
	2015			2014			2013
ADDITIONS TO NET ASSETS:
Participant contributions	$	268,830		$	713,345		$	639,826

DEDUCTIONS FROM NET ASSETS:
Contributions held for future stock purchases	—			(322,325		)	(345,675		)
Contributions used for stock purchases	(268,830		)	(391,020		)	(294,151		)

NET CHANGE IN PLAN EQUITY	—			—			—

PLAN EQUITY:
Beginning of year	—			—			—

End of year	$	—		$	—		$	—

See accompanying notes to financial statements.

PEABODY ENERGY CORPORATION AMENDED AND RESTATED AUSTRALIAN EMPLOYEE STOCK PURCHASE PLAN

NOTES TO FINANCIAL STATEMENTS

Years Ended December 31, 2015, 2014 and 2013


1.	Description of the Australian Plan

The following description of the Peabody Energy Corporation Amended and Restated Australian Employee Stock Purchase Plan (the Australian Plan), sponsored by Peabody Energy Corporation (the Company), provides only general information. Participants should refer to the plan documents for a more complete description of the Australian Plan's provisions.

Plan Termination

On October 22, 2015, the Company's Board of Directors approved the termination of the Australian Plan in its entirety. As a result, amounts withheld during the offering period from July 1, 2015 to December 2, 2015 were refunded to the Australian Plan participants in December 2015. The Company is in the process of filing necessary documents with the US Securities and Exchange Commission as a result of the Plan termination.

General

The Australian Plan was an employee stock purchase plan, established on January 1, 2008, that enabled eligible employees of Peabody Energy Australia Pty Ltd. or any Participating Subsidiaries (as defined in the Australian Plan) to purchase Company common stock at a discount from fair market value. The purchase price was equal to 85% of the lower of the fair market value of the common stock on the first or last day of an offering period, as defined in the Australian Plan. Fair market value was the closing price on each of the applicable dates as quoted on the New York Stock Exchange. Each plan year began on January 1 and contained two serial six-month duration offering periods. Subsequent six-month offering periods automatically commenced unless otherwise specified by the Australian Plan administrator. Purchased shares of common stock were issued by the Company to an omnibus brokerage account maintained outside of the Australian Plan by the Australian Plan custodian. Common stock purchased under the Australian Plan may have been newly issued or issued from treasury stock.

On October 1, 2015, a 1-for-15 reverse stock split became effective. Prior to the termination of the Plan on October 22, 2015, and as adjusted for the reverse stock split, there were 67 thousand common shares authorized for purchase under the Australian Plan, of which approximately 23 thousand were purchased.

Administration of the Australian Plan

The Australian Plan was administered by a committee appointed by the Company's Board of Directors. Link Market Services Limited served as the recordkeeper and Macquarie Bank served as custodian through May 31, 2013. Effective June 1, 2013, UBS was appointed successor custodian. Administrative expenses of the Australian Plan were paid by the Company.

PEABODY ENERGY CORPORATION AMENDED AND RESTATED AUSTRALIAN EMPLOYEE STOCK PURCHASE PLAN

NOTES TO FINANCIAL STATEMENTS, continued

Eligibility

Employees of Peabody Energy Australia Pty Ltd. or any Participating Subsidiaries were eligible to participate in the Australian Plan if:


•	their customary employment is more than 20 hours per week and they were employed more than five months per year;


•	they owned less than 5% of the total combined voting power of all outstanding stock of all classes of securities of the Company;


•	they initially enrolled in the Australian Plan at least 15 calendar days prior to the start of the offering period; enrollment in the Australian Plan automatically continued unless the employee elected to discontinue participation; and


•	they were not eligible to participate in and continue to make contributions to an employee stock purchase plan of the Company other than the Australian Plan.

Participation generally began on the first day of an offering period. However, in the case of an employee who (a) was a participant in an employee stock purchase plan of the Company other than the Australian Plan on the offering date of an offering period, and (b) transferred directly to employment within Peabody Energy Australia Pty Ltd. or any Participating Subsidiary during such offering period (a Transferred Employee), he or she was automatically enrolled in the Australian Plan at the contribution rate in effect for the other employee stock purchase plan of the Company in which he or she participated, subject to his or her right to increase, decrease or discontinue contributions under the Australian Plan. Additionally, if a participant transferred directly to employment with the Company or a subsidiary of the Company that was not a Participating Subsidiary during an offering period, he or she may have remained enrolled in the Australian Plan through the earliest of the termination date of such offering period, or the termination of such participant's employment with such subsidiary.

Participant Accounts

Accounts maintained by the custodian for Australian Plan participants reflected the quantity and pricing of common stock purchases and sales, dividends reinvested, and investment gains and losses for Australian Plan participants. Participant assets were held in an omnibus brokerage account for the benefit of Australian Plan participants. Participant assets were not assets of the Australian Plan or the Company.

PEABODY ENERGY CORPORATION AMENDED AND RESTATED AUSTRALIAN EMPLOYEE STOCK PURCHASE PLAN

NOTES TO FINANCIAL STATEMENTS, continued

Contributions

The Australian Plan allowed participants to elect an after-tax contribution rate of 1% to 15% of the participant's eligible compensation, which included straight-time wages or base salary. Bonuses, incentive compensation, overtime, commissions and shift premiums paid to a participant were not included in eligible compensation. Australian Plan participants could modify their contribution rate once during each offering period. Contributions were made through payroll deductions and were held by the Company until the common stock was purchased. Employees may not have purchased more than $25,000 United States (U.S.) dollars or $25,000 Australian dollars (whichever was lesser) of common stock through the Australian Plan in any calendar year (based on the fair market value of the common stock on the first day of the offering periods). Contributions in excess of this amount were refunded to the participant. Contributions were converted to U.S. dollars using the prevailing exchange rate published by the Reserve Bank of Australia at the time the common stock was purchased. There were no refunds payable to participants at December 31, 2015. Refunds payable to participants totaled $15,886 U.S. dollars at December 31, 2014. No interest was paid on contributions made during an offering period, and the Company did not make contributions to the Australian Plan.

Participant contributions were used to purchase shares of the Company's common stock at the termination of an offering period. Purchases were made in whole shares, and any residual contributions were to be held in employee accounts for the next purchase. A participant may have discontinued his or her contributions to, or withdrawn from, the Australian Plan prior to 15 days before the end of an offering period. If contributions were discontinued, the participant may have requested a refund of all contributions made during the offering period or used the contributions deducted during the current offering period to purchase common stock. Any common stock previously purchased during an offering period remained credited to the participant's account even if the participant discontinued contributions or withdrew from the Australian Plan during the offering period. Common stock purchases were made automatically, unless a participant withdrawal was executed.

A participant's enrollment in the Australian Plan generally terminated following the termination of his or her employment with Peabody Energy Australia Pty Ltd. or any Participating Subsidiaries and all contributions made by the participant during the offering period were refunded to the participant.

Sale of Common Stock

Although the Australian Plan has been terminated, common stock purchased under the Australian Plan remains subject to a restriction period of three years from the date the common stock was purchased. Common stock may not be sold, pledged or transferred during this restriction period.

PEABODY ENERGY CORPORATION AMENDED AND RESTATED AUSTRALIAN EMPLOYEE STOCK PURCHASE PLAN

NOTES TO FINANCIAL STATEMENTS, continued

Dividends

Dividends paid on the common stock credited to participant accounts that was still subject to a restriction period were automatically reinvested in additional shares or fractional shares of the Company's common stock. Common stock purchased with dividends was priced at 100% of the fair market value of the common stock on the date dividends were paid. There was no time requirement for holding common stock purchased with dividends.

2. Summary of Significant Accounting Policies

Basis of Presentation

The financial statements of the Australian Plan are prepared using the accrual basis of accounting.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Australian Plan administrator and the Company to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from these estimates.


3.	Participant Deposits Due from the Company and Stock Purchase Payable

The Australian Plan had an obligation to purchase the Company's common stock on behalf of the participants in an amount equal to the participant contributions held on deposit by the Company. The liability is reflected in the accompanying Statements of Financial Condition as “Stock purchase payable.” Amounts contributed by the Australian Plan participants during the offering period from July 1, 2014 to December 31, 2014 are reflected as “Participant deposits due from Peabody Energy Corporation” at December 31, 2014. As a result of the Plan termination in October 2015, there is no "Participant deposits due from Peabody Energy Corporation" or "Stock purchase payable" at December 31, 2015. All shares of the Company's common stock purchased were deposited directly into an omnibus brokerage account maintained by the Australian Plan custodian on behalf of the Australian Plan participants.

PEABODY ENERGY CORPORATION AMENDED AND RESTATED AUSTRALIAN EMPLOYEE STOCK PURCHASE PLAN

NOTES TO FINANCIAL STATEMENTS, continued

4. Tax Status

The Australian Plan was a stock purchase plan that was intended to mirror the provisions of the Peabody Energy Corporation Amended and Restated Employee Stock Purchase Plan and was not intended to qualify under Section 423 of the U.S. Internal Revenue Code of 1986. The Australian Plan, and the rights of participants to make purchases thereunder, was intended to qualify as an "Employee Share Scheme” under Division 83A of the Australian Income Tax Assessment Act (1997) (the 1997 Act). The Australian Plan allowed participants to acquire shares in the Company at a 15% discount to the fair market value of the shares. Pursuant to the Australian Plan, the discount to fair market value was included in participating employees' income in the year the shares were purchased. Participants will be subject to capital gains tax when the shares are sold. Dividend income received on stock credited to a participant's account is taxable to the participant as foreign sourced income and withholding tax paid by the Company in relation to dividends will be available as a tax offset for participants in their Australian income tax returns.

SIGNATURE

Peabody Energy Corporation Amended and Restated Australian Employee Stock Purchase Plan. 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.



			Peabody Energy Corporation
			Amended and Restated Australian
			Employee Stock Purchase Plan

Date:	March 29, 2016	By:	/s/ ANDREW P. SLENTZ
			Andrew P. Slentz
			Peabody Energy Corporation Australia
			Employee Stock Purchase Plan Committee

EXHIBIT INDEX

The exhibits below are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.



Exhibit No.	Description of Exhibit
23	Consent of UHY LLP, Independent Registered Public Accounting Firm