1 unchanged sentence
Share Repurchase Program
−Removed: Our Board of Directors has authorized a share repurchase program, as amended, to allow repurchases of up to $1.5 billion of the outstanding shares of our common stock and/or preferred stock (Repurchase Program).
−Removed: Repurchases may be made from time to time at the Company’s discretion.
+Added: Our Board of Directors previously authorized a share repurchase program, as amended, to allow repurchases of up to $1.5 billion of the outstanding shares of our common stock and/or preferred stock (Repurchase Program).
+Added: While we suspended share repurchases in 2019 and no additional repurchases are planned, repurchases may be made from time to time in the future at the Company’s discretion.
The specific timing, price and size of purchases will depend on the share price, general market and economic conditions and other considerations, including compliance with various debt agreements as they may be amended from time to time.
The Repurchase Program does not have an expiration date and may be discontinued at any time.
−Removed: Through March 31, 2020 , we have repurchased 41.5 million shares of our common stock for $1,340.3 million , which included commissions paid of $0.8 million , leaving $160.5 million available for share repurchase under the Repurchase Program.
+Added: Through June 30, 2020, we have repurchased 41.5 million shares of our common stock for $1,340.3 million , which included commissions paid of $0.8 million , leaving $160.5 million available for share repurchase under the Repurchase Program.
The purchases were made in compliance with our debt instruments.
Limitations on share repurchases imposed by our debt instruments are discussed in Part I, Item 2.
−Removed: “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We suspended share repurchases in 2019 and no additional repurchases are planned.
+Added: “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Share Relinquishments
2 unchanged sentences
Purchases of Equity Securities
−Removed: The following table summarizes all share purchases for the three months ended March 31, 2020 :
+Added: The following table summarizes all share purchases for the three months ended June 30, 2020:
Purchased (1)
Price Paid per
−Removed: Total Number of
+Added: Share Total Number of
Shares Purchased
as Part of Publicly
−Removed: Maximum Dollar
+Added: Program Maximum Dollar
Value that May
4 unchanged sentences
(In millions)
−Removed: January 1 through January 31, 2020
−Removed: February 1 through February 29, 2020
−Removed: March 1 through March 31, 2020
+Added: April 1 through April 30, 2020 272,157 $ 3.01 — $ 160.5
+Added: May 1 through May 31, 2020 — — — 160.5
+Added: June 1 through June 30, 2020 — — — 160.5
+Added: Total 272,157 3.01 —
(1) Includes shares withheld to cover the withholding taxes upon the vesting of equity awards, which are not part of the Repurchase Program.
1 unchanged sentence
Such limitations on dividends are discussed in Part I, Item 2.
−Removed: “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We are suspending dividends in 2020 and our Board of Directors will continue to evaluate the declaration and payment of dividends in the future.
+Added: “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have suspended dividends in 2020 and our Board of Directors will continue to evaluate the declaration and payment of dividends in the future.
The amount of those dividends, if any, will depend on our results of operations, financial condition, cash requirements, future prospects, any limitations imposed by our debt covenants and other factors that our Board of Directors may deem relevant to such evaluations.
Mine Safety Disclosures.
−Removed: Our “Safety a Way of Life Management System” has been designed to set clear and consistent expectations for safety and health across our business.
+Added: Our “Safety and Sustainability Management System” has been designed to set clear and consistent expectations for safety, health and environmental stewardship across our business.
It aligns to the National Mining Association’s CORESafety® framework and encompasses three fundamental areas:
−Removed: leadership and organization, safety and health risk management and assurance.
+Added: leadership and organization, risk management and assurance.
We also partner with other companies and certain governmental agencies to pursue new technologies that have the potential to improve our safety performance and provide better safety protection for employees.
5 unchanged sentences
Description of Exhibit
−Removed: Agreement, dated as of February 4, 2020, by and among Peabody Energy Corporation, Elliott Investment management L.P., Elliott Associates L.P., and Elliott International, L.P.
−Removed: incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K, filed February 5, 2020
−Removed: Form of Deferred Stock Unit Agreement under the Peabody Energy Corporation 2017 Incentive Plan
−Removed: Form of Restricted Stock Unit Agreement (Director Level and Above 2020 Off-Cycle Award) under the Peabody Energy Corporation 2017 Incentive Plan
−Removed: Form of Performance Share Units Agreement under the Peabody Energy Corporation 2017 Incentive Plan
−Removed: Form of Restricted Stock Unit Agreement under the Peabody Energy Corporation 2017 Incentive Plan
+Added: 10.1*† Form of Addendum to Participation Agreement executed by Glenn L.
+Added: Kellow and Charles F.
+Added: Meintjes (2020)
+Added: 10.2† Sixth Amendment to the Sixth Amended and Restated Receivables Purchase Agreement, dated as of June 30, 2020, by and among P&L Receivables Company, LLC, Peabody Energy Corporation, all Committed Purchasers listed on the signature pages thereto, all Purchaser Agents listed on the signature pages thereto, all LC Participants listed on the signature pages thereto, and PNC Bank, National Association, as Administrator and as LC Bank.
+Added: 10.3† Management Services Agreement, dated as of August 4, 2020, by and between Peabody Investments Corp.
+Added: and each of the Client Companies listed on the signature page thereto.
+Added: 10.4† Management Services Agreement, dated as August 4, 2020, by and between Peabody Energy Australia Pty Ltd and each of the Client Companies listed on the signature page thereto.
31.1† Certification of periodic financial report by the Registrant’s Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
1 unchanged sentence
32.1† Certification of periodic financial report pursuant to 18 U.S.C.
−Removed: Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Registrant’s Chief Executive Officer
+Added: Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Registra nt’s Chief Executive Officer
32.2† Certification of periodic financial report pursuant to 18 U.S.C.
1 unchanged sentence
95† Mine Safety Disclosure required by Item 104 of Regulation S-K
−Removed: Inline XBRL Instance Document - the instance document does not appear in the interactive data file because XBRL tags are embedded within the Inline XBRL document
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
+Added: 101.INS Inline XBRL Instance Document - the instance document does not appear in the interactive data file because XBRL tags are embedded within the Inline XBRL document
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema Document
+Added: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
3 unchanged sentences
PEABODY ENERGY CORPORATION
−Removed: Interim Chief Financial Officer
+Added: August 7, 2020 By:
+Added: Executive Vice President and Chief Financial Officer
(On behalf of the registrant and as Principal Financial Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.