Obligation Peabody Resources 6.25% ( US704549AM66 ) en USD

Peabody Resources

100 % ⇌

Etas-Unis

US704549AM66 ( en USD )

6.25% par an ( paiement semestriel )

15/11/2021 - Obligation échue

Prospectus brochure de l'obligation Peabody Energy US704549AM66 en USD 6.25%, échue

2 000 USD

1 339 644 000 USD

704549AM6

D ( En défaut )

Peabody Energy est la plus grande entreprise minière de charbon aux États-Unis, active dans l'extraction, la préparation et la vente de charbon métallurgique et thermique à l'échelle mondiale.

L'Obligation émise par Peabody Resources ( Etas-Unis ) , en USD, avec le code ISIN US704549AM66, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/11/2021

L'Obligation émise par Peabody Resources ( Etas-Unis ) , en USD, avec le code ISIN US704549AM66, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Peabody Resources ( Etas-Unis ) , en USD, avec le code ISIN US704549AM66, a été notée D ( En défaut ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-183073
PROSPECTUS

Offer to Exchange
$1,518,821,000 aggregate principal amount of its 6.00% Senior Notes due 2018 and the guarantees thereof (the
"2018 exchange notes") and $1,339,644,000 aggregate principal amount of its 6.25% Senior Notes due 2021 and the
guarantees thereof (the "2021 exchange notes" and, together with the 2018 exchange notes, the "exchange notes"), which
have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all of its outstanding
6.00% Senior Notes due 2018 and the guarantees thereof (the "2018 outstanding notes") and 6.25% Senior Notes due 2021,
respectively (the "2021 outstanding notes" and, together with the 2018 outstanding notes, the "outstanding notes," and,
together with the exchange notes, the "notes" and such transactions, the "exchange offers").
We are conducting the exchange offers in order to provide you with an opportunity to exchange your unregistered
notes for freely tradable notes that have been registered under the Securities Act.

The Exchange Offers
· We will exchange all 2018 outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of
2018 exchange notes that are freely tradable and all 2021 outstanding notes that are validly tendered and not validly withdrawn for
an equal principal amount of 2021 exchange notes that are freely tradable.
· You may withdraw tenders of outstanding notes at any time prior to the expiration date of the exchange offers.
· The exchange offers expire at 11:59 p.m., New York City time, on October 16, 2012, unless extended. We do not currently intend to
extend the expiration date.
· The exchange of outstanding notes for exchange notes in the exchange offers will not be a taxable event for U.S. federal income tax
purposes.
· The terms of the exchange notes to be issued in the exchange offers are substantially identical to the corresponding outstanding
notes, except that the exchange notes will be freely tradable.
Results of the Exchange Offers
· The exchange notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such
methods. We do not plan to list the notes on a national market.
· All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in
the indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except
pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than
in connection with the exchange offers, we do not currently anticipate that we will register the outstanding notes under the
Securities Act.

If you are a broker-dealer and you receive exchange notes for your own account, you must acknowledge that you will
deliver a prospectus in connection with any resale of such exchange notes. By making such acknowledgment, you will not be
deemed to admit that you are an "underwriter" under the Securities Act of 1933, as amended. Broker-dealers may use this
prospectus in connection with any resale of exchange notes received in exchange for outstanding notes where such outstanding
notes were acquired by the broker-dealer as a result of market-making activities or trading activities. We have agreed that,
for a period of 180 days from the date on which the exchange offer registration is declared effective or until a broker-dealer is
no longer required to deliver a prospectus in connection with market-making or other trading activities, we will make this
prospectus available to such broker-dealer for use in connection with any such resale. A broker-dealer may not participate in
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the exchange offers with respect to outstanding notes acquired other than as a result of market-making activities or trading
activities. See "Plan of Distribution."
See "Risk Factors" beginning on page 11 for a discussion of certain risks that you should consider before
participating in the exchange offers.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
the exchange notes to be distributed in the exchange offers or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
The date of this prospectus is September 18, 2012.
You should rely only on the information contained or incorporated by reference in this prospectus. We have not
authorized anyone to provide you with different information. The prospectus may be used only for the purposes for which it
has been published, and no person has been authorized to give any information not contained or incorporated by reference
herein. If you receive any other information, you should not rely on it. We are not making an offer of these securities in any
jurisdiction where the offer is not permitted.
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TABLE OF CONTENTS
Page

Industry Data
i

Forward-Looking Statements
i

Incorporation by Reference
iii
Prospectus Summary
1

Risk Factors
11
Use of Proceeds
17
Capitalization
18
Selected Historical Consolidated Financial Data
19
Description of Certain Other Indebtedness
21
The Exchange Offers
26
Description of the Notes
36
Certain United States Federal Tax Consequences
52
Certain ERISA Considerations
53
Plan of Distribution
55
Legal Matters
56
Experts
56
Available Information
56

INDUSTRY DATA
This prospectus includes market and industry data and forecasts that we have derived from a variety of sources, including
independent reports, publicly available information, various industry publications, other published industry sources and internal data
and estimates. Third-party publications and surveys and forecasts generally state that the information contained therein has been
obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included
information. Although we believe that such information is reliable, we have not had this information verified by any independent
sources.
FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements" within the meaning of the federal securities laws, which involve risks
and uncertainties. You can identify forward-looking statements because they contain words such as "believes," "expects," "may,"
"projects," "will," "should," "seeks," "approximately," "intends," "plans," "estimates," or "anticipates" or similar expressions that
concern our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins, costs,
expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, we, through our senior
management, from time to time make forward-looking public statements concerning our expected future operations and performance
and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and,
therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements
from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions
are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all
factors that could affect our actual results.
Important factors that could cause actual results to differ materially from our expectations ("cautionary statements") are
disclosed under "Risk Factors" and elsewhere in this prospectus and the documents incorporated by reference herein, including,
without limitation, in conjunction with the forward-looking statements included in this prospectus. All subsequent written and oral
forward-looking statements attributable to us, or persons acting

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on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect
our results include:

· global supply and demand for coal, including the seaborne thermal and metallurgical coal markets;

· price volatility, particularly in higher-margin products and in our 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 and operational risks 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;

· integration of Macarthur Coal Limited (PEA-PCI) operations;

· 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 the related cost of capital and financial markets;

· 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 we have operations or serve customers;

· legislation, regulations and court decisions or other government actions, including, but not limited to, new environmental

and mine safety requirements and changes in income tax regulations, sales-related royalties or other regulatory taxes;

· litigation, including claims not yet asserted;

· terrorist attacks or threats;

· impacts of pandemic illnesses; and

· other factors including those discussed in "Risk Factors."

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We caution you that the foregoing list of important factors may not contain all of the material factors that are important to
you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this
prospectus may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of
new information, future events or otherwise, except as otherwise required by law.
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference information into this prospectus. This means that we can disclose important
information to you by referring you to another document. Any information referred to in this way is considered part of this prospectus
from the date we file that document. Any reports filed by us with the SEC after the date of this prospectus and before the date that the
exchange offers by means of this prospectus is terminated will automatically update and, where applicable, supersede any information
contained in this prospectus or incorporated by reference in this prospectus.
This prospectus incorporates by reference the documents listed below that we have previously filed with the SEC. These
documents contain important information about us. Any information referred to in this way is considered part of this prospectus from
the date we file that document.
We incorporate by reference the documents listed below:

· Annual report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 27, 2012;

· Quarterly report on Form 10-Q for the quarter ended March 31, 2012, filed with the SEC on May 4, 2012 and for the

quarter ended June 30, 2012, filed with the SEC on August 3, 2012;

· Current reports on Form 8-K, filed with the SEC on February 1, 2012, February 21, 2012, March 9, 2012, April 5,

2012, April 18, 2012, May 4, 2012, May 21, 2012, June 27, 2012, July 6, 2012 and August 30, 2012;

· Current reports on Form 8-K/A, filed with the SEC on January 5, 2012, February 22, 2012 and April 3, 2012; and

· all documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and

before the termination of the exchange offers to which this prospectus relates (other than information furnished pursuant to
Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless expressly stated otherwise therein).
We file annual, quarterly and current reports and other information with the SEC. You may access and read our SEC filings
through the SEC's website at www.sec.gov. This site contains reports and other information that we file electronically with the SEC.
You may also read and copy any document we file at the SEC's public reference room located at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our filings with the SEC are
also available to the public on our website at http://www.peabodyenergy.com. Information contained on our website is not part of this
prospectus. In addition, reports, proxy statements and other information concerning us may be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
In reviewing any agreements incorporated by reference, please remember that they are included to provide you with information
regarding the terms of such agreements and are not intended to provide any other factual or disclosure information about us. The
agreements may contain representations and warranties by us which should not in all instances be treated as categorical statements of
fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate. The representations and
warranties were made only as of the date of the relevant agreement or such other date or dates as may be specified in such agreement
and are subject to more recent developments. Accordingly, these representations and warranties alone may not describe the actual
state of affairs as of the date they were made or at any other time.

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Peabody Energy Corporation's financial statements incorporated by reference herein have been prepared in accordance with
GAAP. Macarthur Coal Limited's financial statements incorporated by reference herein have been prepared in accordance with
International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). IFRS
differs from GAAP in a number of significant respects. There has been no attempt to identify future differences between IFRS and
GAAP as the result of proposed changes in accounting standards, transactions or events that may occur in the future. The organizations
that promulgate IFRS and GAAP have significant projects ongoing that could have a significant impact on future comparisons between
IFRS and GAAP, which could have a significant impact on us or the combined company.
We will provide without charge to each person to whom this prospectus is delivered, upon his or her written or oral request, a
copy of any or all documents referred to above which have been or may be incorporated by reference into this prospectus, excluding
exhibits to those documents unless they are specifically incorporated by reference into those documents. You may request copies of
those documents, at no cost, by writing or calling us at the following address or telephone number:
Peabody Energy Corporation
701 Market Street
St. Louis, Missouri 63101
Attention: Investor Relations
(314) 342-3400

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PROSPECTUS SUMMARY
This summary highlights information appearing elsewhere in and incorporated by reference in this prospectus. This
summary is not complete and does not contain all of the information that you should consider before investing in the notes.
You should carefully read the entire prospectus and the information incorporated herein by reference, including the financial
data and related notes and the sections entitled "Forward-Looking Statements" and "Risk Factors." When used in this
prospectus, the terms "Peabody," "we," "our," and "us," except as otherwise indicated or as the context otherwise indicates,
refer to Peabody Energy Corporation and its subsidiaries. When used in this prospectus, the term "PEA-PCI" refers to
Peabody Energy Australia PCI Pty Ltd (formerly known as Macarthur Coal Limited) and its subsidiaries. The term "ton"
refers to short or net tons, equal to 2,000 pounds (907.18 kilograms) and "tonne" refers to metric tons, equal to 2,294.62
pounds (1,000 kilograms).
Peabody Energy Corporation
We are the world's largest private sector coal company. We own interests in 30 coal mining operations, as of June 30, 2012,
including a majority interest in 29 coal mining operations located in the United States (U.S.) and Australia and a 50% equity
interest in the Middlemount Mine in Australia. We also own a noncontrolling interest in a mining operation in Venezuela. In
addition to our mining operations, we market, broker and trade coal through trading and business offices in China, Australia, the
United Kingdom, Germany, Singapore, Indonesia, Mongolia and the U.S.
In 2011, we produced and sold 227.5 million and 250.6 million tons of coal, respectively. During this period, 82% of our
total sales (by volume) were to U.S. electricity generators, 15% were to customers outside the U.S. and 3% were to the U.S.
industrial sector. Approximately 91% of our prior year worldwide sales (by volume) were under long-term contracts (those with
terms in excess of one year).
We conduct business through four principal operating segments: Western U.S. Mining, Midwestern U.S. Mining, Australian
Mining and Trading and Brokerage. Our Western U.S. Mining segment consists of our Powder River Basin, Southwest and
Colorado operations, while our Midwestern U.S. Mining segment consists of our operations in Illinois and Indiana.
The principal business of the Western and Midwestern U.S. Mining segments is the mining, preparation and sale of thermal
coal. In the U.S., we typically supply thermal coal to domestic electric generators and industrial customers for power generation
under long-term contracts, with a portion sold into the seaborne export markets.
The business of our Australian Mining segment is the mining of various qualities of low-sulfur, high Btu coal (metallurgical
coal), as well as thermal coal. Our Australian Mining operations are primarily export focused with customers spread across
several countries, while a portion of our coal is sold to Australian steel producers and power generators. Revenues from
individual countries generally vary year by year based on demand for electricity and steel, global economic strength and several
other factors, including those specific to each country. Industry commercial practice, and our practice, is to negotiate pricing for
metallurgical and seaborne thermal coal contracts on a quarterly and annual basis, respectively. On October 26, 2011, we
acquired PEA-PCI, making us the third-largest holder of Australian coal reserves. From the date of acquisition, PEA-PCI's
results from operations have been included in our results and reflected in our Australian Mining segment, except for the activity
associated with certain equity affiliates, which is reflected in our Corporate and Other segment.
The principal business of our Trading and Brokerage segment is the marketing and brokering of coal for other producers,
both as principal and agent, and the trading of coal, freight and freight-related contracts. The segment also provides
transportation-related services in support of our coal trading strategy and conducts hedging activities in support of sales from our
mining operations.

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Our fifth segment, Corporate and Other, includes mining and export/transportation joint ventures and activities associated
with certain energy-related commercial matters, Btu Conversion and the optimization of our coal reserve and real estate holdings.
To maximize our coal assets and land holdings for long-term growth, we are contributing to the development of coal-fueled
generation, pursuing Btu conversion projects that would convert coal to natural gas (CTG) or transportation fuels (CTL) and
advancing clean coal technologies, including carbon capture and storage (CCS).
Competitive Strengths
We believe our strengths will enable us to continue to grow and increase financial value.

· We are the world's largest private sector coal company.

· We have rising thermal and metallurgical coal exports from Australia.

· We have a large portfolio of long-term coal supply agreements that is complemented by available production in

attractive markets for sale at market prices.

· We are one of the safest and most productive producers of coal.

· We serve a broad range of high-quality customers from our mining operations in the U.S. and Australia.

· We have received numerous awards for our safety and reclamation excellence.

· Our management team has a proven record of success.

· We believe that our acquisition of PEA-PCI enhances our ability to serve high-growth Asia-Pacific demand.
Risk Factors
While we strive to maintain these strengths, our industry and company are subject to risks that could adversely affect our
business. For example, we cannot assure you that in the future we will be able to sell coal as profitably as at present or that we
will successfully manage our acquisition of PEA-PCI. Supply chain, transportation and geology are uncertain. Additionally, our
company and our customers are subject to extensive governmental regulations that create significant costs and restrictions and that
could become more onerous in the future. For a more complete discussion of the risks related to our company, you should read the
information presented under the heading "Risk Factors" in this prospectus and in our periodic reports.
Business Strategy
Our core strategies to achieve growth are:

· Executing the Basics--Safe, low-cost operations provide us the foundation to grow and create value. In 2011, we
achieved a record global safety rate (incidence rate) of 1.92, led by rates of 1.37 and 2.77 in the U.S. and Australia,

respectively, marking improvements of 29% over the prior year and 34% over 2009. We continue to advance multiple
initiatives targeted at improving productivity and mitigating cost pressures.

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· Capitalizing on Organic Growth Opportunities--In 2011, we continued advancing multiple organic growth projects in
Australia and the U.S. that involved future mines, as well as the expansion and extension of existing mines. In 2012, we

are in the process of completing several late-stage projects while re-evaluating the timing of select development
projects, based on the current macroeconomic environment. We are also continuing the conversion of our Wilpinjong
and Millennium mines in Australia from contract mining to owner-operated mines.

· Expanding in High-Growth Global Markets--Our "Asia 100" vision calls for developing a trading, brokerage and
production base to serve the high-demand centers of China, India and the Pacific Rim. As part of this vision, we are
targeting increased exports from our Powder River Basin and Australian mines. We also plan to use strategic joint

ventures, coal conversion initiatives and clean coal projects to achieve this vision. We have a number of initiatives
underway, some of which include sourcing coal to be sold through our Trading and Brokerage segment and partnering
with other companies to use our mining experience for joint mine development.
Coal Market Outlook
Near-term markets reflect a challenging environment due to declining global thermal coal prices and low U.S. natural gas
prices, which have recently begun to increase. Supply-demand fundamentals in the Asia-Pacific region show relative strength
compared to the continued softness in U.S. coal markets. Overall the International Monetary Fund (IMF) estimates that global
growth, as measured by gross domestic product (GDP), has slowed compared to the prior year.
According to China Customs, China's net coal imports from January through June totaled 134 million tonnes, a 78% increase
over the prior year. China electricity generation is up 6% from January through June 2012 over the corresponding prior year
period according to the China National Energy Administration. According to the India Central Electricity Authority,
year-over-year Indian coal generation has increased 11% from January through June, and coal import growth is expected to
continue in 2012 led by rising thermal coal demand. Japan is increasing thermal coal imports due to high seaborne natural gas
prices and reduced nuclear generation. European coal-fueled generation is up 12% from January through June compared to 2011.
Steel production in China increased approximately 2% during the first half of 2012 compared with 2011, reflecting a continued
trend of year-over-year growth, though at a reduced rate from that observed during the same period in 2011. Year-over-year steel
production grew by less than 1% on a worldwide basis during the first half of 2012, with growth in Asia offset by reduced
production from Europe.
In its July 2012 World Economic Outlook Update, the IMF estimates global economic activity, as measured by GDP, will
grow 3.5% in 2012 and 3.9% in 2013, led by China and India. China's GDP is projected to grow 8.0% and 8.5% in 2012 and
2013, respectively. India, the world's second fastest growing economy, is projected to grow 6.1% and 6.5% in 2012 and 2013,
respectively.
According to the WSA April 2012 Short Range Outlook, global steel use is expected to increase 3.6% in 2012, with China
expected to grow its steel use by 4.0%.
Metallurgical coal prices for high quality hard coking coal and low volatile pulverized coal injections settled at
approximately $225 and $160 per tonne, respectively, for quarterly contracts commencing July 2012. We are settling new third
quarter 2012 metallurgical coal shipments largely in line with these recent settlements, with the remainder of 2012 metallurgical
coal production unpriced. We expect near-term macroeconomic movements to dictate quarterly pricing for the remainder of 2012
and we are targeting total 2012 metallurgical coal sales of approximately 13 to 14 million tons.
Softness in international demand for seaborne thermal coal originating from Newcastle, Australia led April 2012 annual
contract settlement prices to decrease from the prior year level of $130 per tonne to $115 per

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tonne. As of July 24, 2012, we had less than 10% of 2012 Australia seaborne thermal coal volumes available for pricing later in
the year and we are targeting 2012 Australian thermal exports of 11 to 12 million tons. Total Australia production for 2012 is
targeted at 31 to 34 million tons.
In the U.S., the EIA in its July 2012 Short-Term Energy Outlook projects 2012 U.S. electricity generation from coal to
decline by approximately 14% while electricity generation from natural gas is expected to increase by approximately 21%
compared to 2011. The EIA projects the price of natural gas to increase in 2013 compared to 2012 by 25% to an average of $3.22
per MMBtu, with coal prices projected to decrease slightly over the same period. The EIA also projects electricity generation
from coal to be flat in 2013 compared to estimates for 2012.
We are continuing to negotiate with select U.S. customers regarding reduced shipments and have incorporated the associated
impact into our planned U.S. production levels. We continue to target our 2012 U.S. volumes at 185 to 195 million tons with those
volumes fully committed and priced. As of July 24, 2012, we had 25% to 30% of planned U.S. production unpriced for 2013.
Our long-term global outlook remains positive. According to the BP Statistical Review of World Energy 2012, coal has
been the fastest growing major fuel in the world for the past decade. The International Energy Agency (IEA) estimates in its
World Energy Outlook 2011, current policies scenario, that worldwide primary energy demand will grow 51% between 2009 and
2035. Demand for coal during this time period is projected to rise 65%, and the growth in global electricity generation from coal
is expected to be greater than the growth in oil, natural gas, nuclear, hydro, biomass, geothermal and solar combined. China and
India are expected to account for more than 75% of the coal-based primary energy demand growth projected from 2009 to 2035.
Under the current policies scenario, the IEA expects coal to retain its strong presence as a fuel for the power sector
worldwide. Coal's share of the power generation mix was 47% in 2009. By 2035, the IEA estimates coal's fuel share of power
generation to be 49% as it continues to have the largest share of worldwide electric power production. In the U.S., coal remains a
significant fuel for electricity generation, but its share is expected to decline through 2035 due to competition from natural gas and
renewables according to the EIA's 2012 Annual Energy Outlook. According to the EIA, overall U.S. coal consumption is
expected to decline through 2015 before beginning a slight steady increase through 2035.
The IEA projects that global natural gas-fueled electricity generation will have a compound annual growth rate of 2.7%,
from 4.3 trillion kilowatt hours in 2009 to 8.7 trillion kilowatt hours in 2035. The total amount of electricity generated from
natural gas is expected to be approximately one-half the total for coal, even in 2035. Renewables are projected to comprise 23%
of the 2035 fuel mix versus 19% in 2009. Nuclear power is expected to grow 50%, however its share of total generation is
expected to fall from 13.5% to 10% between 2009 and 2035. The planned shutdown of nuclear power plants in Japan and
Germany may impact these projections. Generation from liquid fuels is projected to decline an average of 2.1% annually to 1.5%
of the 2035 generation mix.
The Exchange Offers
In connection with the issuance of the outstanding notes, we entered into a registration rights agreement (as more fully
described below) with the initial purchasers of the outstanding notes. Under this agreement, we agreed to deliver to you this
prospectus and to consummate the exchange offers for the outstanding notes by November 14, 2012. If we do not consummate the
exchange offers for the outstanding notes by November 14,

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