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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, 2005
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
LEE RANCH COAL COMPANY
RETIREMENT AND SAVINGS PLAN
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
Table of Contents
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Report of Independent Registered Public Accounting Firm |
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1 |
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Financial Statements: |
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Statements of Net Assets Available for Benefits December 31, 2005 and 2004 |
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2 |
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Statements of Changes in Net Assets Available for Benefits Years Ended December 31, 2005 and 2004 |
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3 |
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Notes to Financial Statements |
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4 |
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Signatures |
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10 |
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Exhibit Index |
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11 |
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Exhibit 23
Consent of Independent Registered Public Accounting Firm |
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Report of Independent Registered Public Accounting Firm
The Plan Administrator
Defined Contribution Administrative Committee
We have audited the accompanying statements of net assets available for benefits of Lee Ranch Coal
Company Retirement and Savings Plan as of December 31, 2005 and 2004, and the related statements of
changes in net assets available for benefits for the years then ended. These financial statements
are the responsibility of the Plans management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the 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 a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2005 and 2004, and the
changes in its net assets available for benefits for the years then ended, in conformity with U.S.
generally accepted accounting principles.
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/s/ Ernst & Young LLP |
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St. Louis, Missouri |
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June 12, 2006 |
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1
Lee Ranch Coal Company
Retirement and Savings Plan
Statements of Net Assets Available for Benefits
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December
31, |
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2005 |
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2004 |
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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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$ |
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$ |
9,921,462 |
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Investment in common/collective trust |
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6,605,823 |
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Investment in Peabody Energy Stock Fund |
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100,203 |
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Participant notes receivable |
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1,383,011 |
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Net assets available for benefits |
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$ |
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$ |
18,010,499 |
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See accompanying notes.
2
Lee Ranch Coal Company
Retirement and Savings Plan
Statements
of Changes in Net Assets Available for Benefits
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Years Ended December 31, |
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2005 |
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2004 |
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Additions: |
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Interest and dividends |
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$ |
733,620 |
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$ |
540,701 |
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Net realized and unrealized appreciation of investments |
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582,496 |
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785,158 |
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Net investment income |
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1,316,116 |
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1,325,859 |
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Contributions: |
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Employee |
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1,003,027 |
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1,026,216 |
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Employer |
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449,100 |
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425,173 |
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Rollovers |
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9,302 |
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Total contributions |
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1,452,127 |
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1,460,691 |
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Total additions |
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2,768,243 |
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2,786,550 |
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Deductions: |
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Withdrawals by participants |
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(1,121,289 |
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(1,051,540 |
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Asset transfers out |
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(19,652,338 |
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Administrative expenses |
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(5,115 |
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(3,514 |
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Total deductions |
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(20,778,742 |
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(1,055,054 |
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Net increase (decrease) in net assets available for
benefits |
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(18,010,499 |
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1,731,496 |
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Net assets available for benefits at beginning of year |
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18,010,499 |
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16,279,003 |
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Net assets available for benefits at end of year |
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$ |
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$ |
18,010,499 |
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See accompanying notes.
3
Lee Ranch Coal Company
Retirement and Savings Plan
Notes to Financial Statements
Years Ended December 31, 2005 and 2004
1. Description of the Plan
The following description of the Lee Ranch Coal Company (the Company) Retirement and Savings Plan
(the Plan) provides only general information. Participants should refer to the plan documents
for a more complete description of the Plans provisions. The Company 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. All employees
of the Company are eligible for participation on the date of their employment or at any time
afterward. The Plan is subject to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA).
Effective December 31, 2005, the net assets and related participant account balances of the Plan
were merged into the Peabody Investments Corp. Employee Retirement Account (the Peabody Employee
Retirement Account). The Statement of Net Assets Available for Benefits and the Statement of
Changes in Net Assets Available for Benefits reflect the transfer of net assets and related
participant account balances to the Peabody Employee Retirement Account as of December 31, 2005 in
the amount of $19.7 million.
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 2% to 50% of
eligible compensation, as defined in the Plan. After-tax contributions are allowed only after a
participant has exceeded annual pre-tax limits established by the Internal Revenue Service (IRS).
Participants may also rollover account balances from other qualified defined benefit or defined
contribution plans.
The Company makes matching contributions equal to 100% of the first 4% of eligible compensation
that a participant contributes to the Plan on a pre-tax basis. After a participants pre-tax
contributions reach the pre-tax limit discussed above, the Company matches 100% of the first 4% of
eligible compensation that a participant contributes to the Plan on an after-tax basis.
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Lee Ranch Coal Company
Retirement and Savings Plan
Notes to Financial Statements
1. Description of the Plan (continued)
Participants direct the investment of employee and employer matching contributions into various
investment options offered by the Plan. All contributions are subject to certain limitations as
defined by the Plan and the 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.
Vesting
Participants are vested immediately in their own contributions and the actual earnings thereon.
Vesting of employer matching contributions occurs ratably based on years of continuous service (20%
for each year of service, as defined, with 100% vesting after five years of service), and
automatically vests 100% when the participant attains normal
retirement age, as defined in the Plan.
Forfeited Accounts
Employer contributions are reduced by forfeitures of non-vested amounts. During the years ended
December 31, 2005 and 2004, the plan received forfeiture credits, net of holding gains or losses,
of $3,148 and $12,114, respectively. As of December 31, 2005, $24,526 of forfeiture credits
available for future use were transferred to the Peabody Employee Retirement Account. As of
December 31, 2004, forfeiture credits available for future use under the plan were $20,667.
Participant Loans
Participants may borrow up to 50% of their vested account balance subject to minimum and maximum
amounts of $1,000 and $50,000, respectively, with the maximum amount reduced by the highest
principal amount outstanding in the last 12 months, if applicable. Loans are secured by the
balance in the participants account and bear interest at the prime interest rate as published in
The Wall Street Journal on the first business day of the month in which the loan was made, plus an
additional 1%. Principal and interest are paid ratably through payroll deductions. A maximum of
two loans may be outstanding at any time.
Participant Accounts
Each participants account is credited with the participants contributions, the Companys
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 distributions of their vested account balance upon termination of
employment. Participants are eligible for distribution of their entire account balance upon death,
disability or termination of employment after age 65. Participants may elect
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Lee Ranch Coal Company
Retirement and Savings Plan
Notes to Financial Statements
1. Description of the Plan (continued)
to receive
their distribution as either a lump sum payment or as installments in
certain circumstances, as defined in the Plan. Participants may also elect to transfer their account balance into an individual
retirement account or another qualified plan or leave the balance in the Plan provided the
individual has not reached age 62.
Participants who have attained the age of 59 1/2 have the right to receive a partial or full
distribution of their vested account balance once per year. Withdrawals in cases of hardship and
other withdrawals of after-tax contributions are also permitted, as defined in the Plan.
Plan Termination
The Plan is voluntary on the part of the Company. The Company may terminate the Plan in whole or in
part subject to the provisions of ERISA. Participants accounts become fully vested upon
termination or complete discontinuance of all contributions to 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. Participants are required to pay their own loan fees.
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
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Lee Ranch Coal Company
Retirement and Savings Plan
Notes to Financial Statements
2. Summary of Significant Accounting Policies (continued)
amounts reported in the financial statements and accompanying notes. Actual results could differ
from those estimates.
Valuation of Investments and Income Recognition
The Plans investments 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 stock fund is valued at the year-end unit closing price (comprised of the year-end market price
plus uninvested cash position, if any). Participant loans are valued at cost, which approximates
market value.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
when earned. Dividends are recorded on the ex-dividend date. Capital gain distributions are
included in dividend income.
Payment of Benefits
Benefits are recorded when paid.
3. Related Party Transactions
The Plan invests in shares of mutual funds managed by an affiliate of its trustee, Vanguard
Fiduciary Trust Company, a party-in-interest with respect to the Plan. These transactions are
covered by an exemption from the prohibited transaction provisions of ERISA and the Internal
Revenue Code of 1986 (the Code), as amended. The Plan also invests in Peabody stock, through the
Peabody Energy Stock Fund, which is a permitted party-in-interest transaction .
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Lee Ranch Coal Company
Retirement and Savings Plan
Notes to Financial Statements
4. Investments
The Plans investments, including those purchased, sold or held during the year, appreciated in
fair value as determined by quoted market prices as follows:
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Years Ended December 31, |
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2005 |
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2004 |
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Mutual funds |
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$ |
218,073 |
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$ |
746,072 |
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Peabody Energy Stock Fund |
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364,423 |
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39,086 |
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$ |
582,496 |
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$ |
785,158 |
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Investments representing 5% or more of the fair value of the Plans net assets were as follows:
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December
31, |
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2005 |
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2004 |
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Mutual funds: |
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Vanguard 500 Index Fund |
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$ |
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3,603,523 |
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Vanguard Wellington Fund |
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1,115,443 |
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Vanguard Windsor II Fund |
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1,354,069 |
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Common/collective trust: |
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Vanguard Retirement Savings Trust |
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6,605,823 |
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5. Income Tax Status
The Plan received a determination letter from the IRS dated May 2, 2003, stating that the Plan is
qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from
taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain
its qualification. The Plan was amended subsequent to the IRS determination 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.
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Lee Ranch Coal Company
Retirement and Savings Plan
Notes to Financial Statements
6. 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 (as transferred to the Peabody Employee Retirement
Account on December 31, 2005).
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SIGNATURES
Lee Ranch Coal Company Retirement and Savings 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.
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Lee Ranch Coal Company
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Retirement and Savings Plan |
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Date: June 27, 2006
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By:
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/s/ SHARON D. FIEHLER |
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Sharon D. Fiehler |
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Peabody Energy Corporation |
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Executive Vice President of |
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Human Resources and Administration |
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EXHIBIT INDEX
The exhibits below are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.
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Exhibit |
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No. |
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Description of Exhibit |
23 |
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm |
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