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Item 5. Market for Registrant’s Common Equity

2021-02-23 compared with 2020-02-21 · 20 added, 115 removed, 29 unchanged (82% of the section changed)

3 unchanged sentences

Dividend Policy

The payment of dividends is subject to certain limitations, as set forth in our debt agreements.

Such limitations on dividends are discussed in Part II, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We declared and paid quarterly dividends every quarter in 2019, and a supplemental dividend was declared and paid during the first quarter of 2019.

We are suspending dividends in 2020 and our Board of Directors will continue to evaluate the declaration and payment of dividends in the future and the amount of those dividends 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.

We declared and paid quarterly dividends every quarter in 2019, and a supplemental dividend was declared and paid during the first quarter of 2019.

We suspended dividends in 2020.

As more fully described within “Liquidity and Capital Resources” of Part II, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” during the fourth quarter of 2020, we entered into transaction support agreements with our surety bond providers which prohibit the payment of dividends through December 31, 2024, unless otherwise agreed to by the parties to the agreements.

Additionally, restrictive covenants in our credit facility and in the indentures governing our senior secured notes also limit our ability to pay cash dividends.

Share Relinquishments

2 unchanged sentences

Share Repurchase Programs

The Board authorized a share repurchase program, as amended, to allow repurchases of up to $1.5 billion of the outstanding shares of the Company’s common stock and/or preferred stock (Repurchase Program).

Repurchases may be made from time to time 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.

On August 1, 2017, we announced that our Board of Directors authorized a share repurchase program to allow repurchases of up to $500 million of the then outstanding shares of our common stock and/or preferred stock (Repurchase Program).

On April 25, 2018, we announced that the Board authorized the expansion of the Repurchase Program to $1.0 billion.

On October 30, 2018, we announced that the Board authorized an additional expansion of the Repurchase Program to $1.5 billion.

The Repurchase Program does not have an expiration date and may be discontinued at any time.

Through December 31, 2020, we 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.

Limitations on share repurchases imposed by our debt instruments are discussed in Part II, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We suspended share repurchases in 2019 and no additional repurchases are planned.

We suspended share repurchases in 2019, and similar to the payment of dividends as described above, the same agreements with our surety bond providers prohibit share repurchases through December 31, 2024, unless otherwise agreed to by the parties to the agreements.

Additionally, restrictive covenants in our credit facility and in the indentures governing our senior secured notes also limit our ability to repurchase shares.

Prior to the suspension, repurchases were made at the Company’s discretion.

The specific timing, price and size of purchases depended upon the share price, general market and economic conditions and other considerations, including compliance with various debt agreements in effect at the time the repurchases were made.

Purchases of Equity Securities

The following table summarizes all share purchases for the three months ended December 31, 2020:

Total Number of Shares

Period Total Number of Shares

Purchased (1)

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Program

Maximum Dollar Value of Shares that May Yet Be Used to Repurchase Shares Under the Publicly Announced Program (In millions)

Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Dollar Value of Shares that May Yet Be Used to Repurchase Shares Under the Publicly Announced Program (In millions)

October 1 through October 31, 2020

276 $ 2.20 — $ 160.5

November 1 through November 30, 2020

December 1 through December 31, 2020

443 1.99 — 160.5

(1) Includes shares withheld to cover the withholding taxes upon the vesting of equity awards, which are not a part of the Repurchase Program.

Peabody Energy Corporation

2019 Form 10-K

Peabody Energy Corporation 2020 Form 10-K

Mandatory Conversion of Preferred Shares

4 unchanged sentences

Stock Performance Graph

The following performance graph compares the cumulative total return on our common stock from April 4, 2017, the date our common stock began trading following the effective date of our Plan, through December 31, 2019, with the cumulative total return of the following indices:

(i) the S&P MidCap 400 Stock Index and (ii) a peer group comprised of Arch Coal, Inc., Hallador Energy Co., and Warrior Met Coal, Inc.

(Custom Composite Index).

The following performance graph compares the cumulative total return on our common stock from April 4, 2017, the date our common stock began trading following the effective date of our plan of reorganization, through December 31, 2020, with the cumulative total return of the following indices:

(i) the S&P MidCap 400 Stock Index and (ii) Custom Composite Index (a peer group comprised of Arch Resources, Inc., Hallador Energy Co., and Warrior Met Coal, Inc.).

The Custom Composite Index reflects publicly listed U.S.

companies within the coal industry of similar size or product type.

Cloud Peak Energy Inc.

was removed from our updated Custom Composite Index as it was delisted by the New York Stock Exchange on March 26, 2019.

Master Limited Partnerships were excluded.

The graph assumes that the value of the investment was $100 at April 4, 2017 for BTU and the Custom Composite Index (Warrior Met Coal, Inc.

1 unchanged sentence

The graph also assumes that all dividends were reinvested and that the investments were held through December 31, 2020.

Peabody Energy Corporation

2019 Form 10-K

These indices are included for comparative purposes only and do not necessarily reflect management's opinion that such indices are an appropriate measure of the relative performance of the stock involved and are not intended to forecast or be indicative of possible future performance of the common stock.

Selected Financial Data.

This item presents selected financial and other data about us for the most recent five fiscal years.

The table that follows and the discussion of our results of operations in 2019 and 2018 in Part II, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” includes references to and analysis of Adjusted EBITDA which is a financial measure not recognized in accordance with U.S.

generally accepted accounting principles (U.S.

Adjusted EBITDA is used by management as the primary metric to measure our segments’ operating performance.

We believe non-GAAP performance measures are used by investors to measure our operating performance and lenders to measure our ability to incur and service debt.

Adjusted EBITDA is defined as income (loss) from continuing operations before deducting net interest expense, income taxes, asset retirement obligation expenses, depreciation, depletion and amortization and reorganization items, net.

Adjusted EBITDA is also adjusted for the discrete items that management excluded in analyzing each of our segments’ operating performance, as displayed in the reconciliation.

A reconciliation of (loss) income from continuing operations, net of income taxes to Adjusted EBITDA is included on page 58 of this report.

Adjusted EBITDA is not intended to serve as an alternative to U.S.

GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies.

Peabody Energy Corporation

2019 Form 10-K

The selected financial data for all periods presented reflect the classification as discontinued operations of certain operations previously divested (by sale or otherwise).

We have derived the selected historical financial data as of and for the years ended December 31, 2019 , 2018 , 2017 , 2016 and 2015 from our audited financial statements, adjusted retrospectively for items subsequently classified as discontinued operations and the implementation of certain accounting literature.

Also, all share and per share data have been retroactively restated to reflect the September 30, 2015 1-for-15 reverse stock split.

The following table should be read in conjunction with the accompanying consolidated financial statements, including the related notes to those financial statements, and Part II, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

References to “Successor” are in reference to reporting dates on or after April 2, 2017;

references to “Predecessor” are in reference to reporting dates through April 1, 2017, which include the impact of the Plan provisions and the application of fresh start reporting.

Peabody Energy Corporation

2019 Form 10-K

The results of operations for the historical periods included in the following table are not necessarily indicative of the results to be expected for future periods.

In addition, Part I, Item 1A.

“Risk Factors” of this report includes a discussion of risk factors that could impact our future results of operations.

Year Ended December 31,

April 2 through December 31, 2017

January 1 through April 1, 2017

Year Ended December 31,

(In millions, except per share data)

Results of Operations Data

Total revenues

Costs and expenses

Operating profit (loss)

Interest expense, net

Net periodic benefit costs, excluding service cost

Net mark-to-market adjustment on actuarially determined liabilities

Reorganization items, net

(Loss) income from continuing operations before income taxes

Income tax provision (benefit)

(Loss) income from continuing operations, net of income taxes

Income (loss) from discontinued operations, net of income taxes

Net (loss) income

Series A Convertible Preferred Stock dividends

Net income attributable to noncontrolling interests

Net (loss) income attributable to common stockholders

Basic EPS - (Loss) income from continuing operations

Diluted EPS - (Loss) income from continuing operations

Weighted average shares used in calculating basic EPS

Weighted average shares used in calculating diluted EPS

Dividends declared per share

Tons produced

Net cash provided by (used in) continuing operations:

Operating activities

Investing activities

Financing activities

Adjusted EBITDA

Balance Sheet Data (at period end)

Total long-term debt (including financing leases)

Total stockholders’ equity

Peabody Energy Corporation

2019 Form 10-K

Adjusted EBITDA is calculated as follows:

Year Ended December 31,

April 2 through December 31, 2017

January 1 through April 1, 2017

Year Ended December 31,

(Dollars in millions)

(Loss) income from continuing operations, net of income taxes

Depreciation, depletion and amortization

Asset retirement obligation expenses

Selling and administrative expenses related to debt restructuring

Gain on formation of United Wambo Joint Venture

Asset impairment

Provision for North Goonyella equipment loss

North Goonyella insurance recovery - equipment

Changes in deferred tax asset valuation allowance and reserves and amortization of basis difference related to equity affiliates

Interest expense

Loss on early debt extinguishment

Interest income

Net mark-to-market adjustment on actuarially determined liabilities

Reorganization items, net

Gain on disposal of reclamation liability

Gain on disposal of Burton Mine assets

Break fees related to terminated asset sales

Unrealized (gains) losses on economic hedges

Unrealized (gains) losses on non-coal trading derivative contracts

Fresh start coal inventory revaluation

Fresh start take-or-pay contract-based intangible recognition

Income tax provision (benefit)

Adjusted EBITDA

Peabody Energy Corporation 2020 Form 10-K

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity