Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to, among other things, provide reasonable assurance that material information, both financial and non-financial, and other information required under the securities laws to be disclosed is accumulated and communicated to senior management, including the principal executive officer and principal accounting officer, on a timely basis. As of December 31, 2020, the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2020 were effective to provide reasonable assurance that the desired control objectives were achieved.
Changes in Internal Control Over Financial Reporting
We periodically review our internal control over financial reporting as part of our efforts to ensure compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. In addition, we routinely review our system of internal control over financial reporting to identify potential changes to our processes and systems that may improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new systems; consolidating the activities of acquired business units; migrating certain processes to our shared services organizations and/or managed third parties; formalizing and refining policies, procedures and control documentation requirements; improving segregation of duties and adding monitoring controls. In addition, when we acquire new businesses, we incorporate our controls and procedures into the acquired business as part of our integration activities.
There have been no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Management’s Report on Internal Control Over Financial Reporting
Management is responsible for maintaining and establishing adequate internal control over financial reporting. An evaluation of the effectiveness of the design and operation of our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as of the end of the period covered by this report was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. This evaluation is performed to determine if our internal controls over financial reporting provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of inherent limitations, any system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an assessment of the effectiveness of our internal control over financial reporting using the criteria set by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective to provide reasonable assurance that the desired control objectives were achieved as of December 31, 2020.
Our Independent Registered Public Accounting Firm, Ernst & Young LLP, has audited our internal control over financial reporting, as stated in their unqualified opinion report included herein.
/s/ Glenn L. Kellow /s/ Mark A. Spurbeck
Glenn L. Kellow
President and Chief Executive Officer
Mark A. Spurbeck
Executive Vice President and Chief Financial Officer
February 23, 2021
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Peabody Energy Corporation
Opinion on Internal Control over Financial Reporting
We have audited Peabody Energy Corporation’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Peabody Energy Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Peabody Energy Corporation as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive (loss) income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”) of the Company, and our report dated February 23, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young, LLP
St. Louis, Missouri
February 23, 2021
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Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by Item 401 of Regulation S-K is included under the caption Proposal I - “Election of Directors” in our 2021 Proxy Statement and in Part I, Item 1. “Business” of this report under the caption “Information About Our Executive Officers.” The information required by Items 405, 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is included under the captions “Stock Ownership,” “Corporate Governance - Code of Business Conduct and Ethics” and “Additional Information Concerning the Board of Directors - Committee Overview - Audit Committee” in our 2021 Proxy Statement. Such information is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K is included under the captions “Additional Information Concerning the Board of Directors - Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” in our 2021 Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by Item 403 of Regulation S-K is included under the caption “Stock Ownership - Security Ownership of Directors and Management and Certain Beneficial Owners” in our 2021 Proxy Statement and is incorporated herein by reference.
Equity Compensation Plan Information
As required by Item 201(d) of Regulation S-K, the following table provides information regarding our equity compensation plans as of December 31, 2020:
(a)
Number of Securities
to be Issued
upon Exercise of
Outstanding Options,
Warrants and Rights Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding
Securities
Reflected in Column
(a))
Plan Category
Equity compensation plans approved by security holders
1,026,326 (1)
$ — (2)
7,297,347
Equity compensation plans not approved by security holders
— — —
Total 1,026,326 $ — 7,297,347
(1) Shares issuable pursuant to outstanding performance units and vested but not issued deferred stock units. Performance units are shown at target and could change based on actual metrics achieved.
(2) The weighted-average exercise price shown in the table does not take into account outstanding deferred stock units or performance awards.
Refer to Note 18. “Share-Based Compensation” to the accompanying consolidated financial statements for additional information regarding the material features of our current equity compensation plans.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by Items 404 and 407(a) of Regulation S-K is included under the captions “Review of Related Person Transactions” and “Additional Information Concerning the Board of Directors - Board Independence” in our 2021 Proxy Statement and is incorporated herein by reference.
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Item 14. Principal Accountant Fees and Services.
The information required by Item 9(e) of Schedule 14A is included under the caption “Audit Fees” in our 2021 Proxy Statement and is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Documents Filed as Part of the Report
(1) Financial Statements.
The following consolidated financial statements of Peabody Energy Corporation and the report thereon of the independent registered public accounting firm are included herein on the pages indicated:
Page
Report of Independent Registered Public Accounting Firm
F- 1
Consolidated Statements of Operations — For the Years Ended December 31, 2020, 2019 and 2018
F- 3
Consolidated Statements of Comprehensive (Loss) Income — For the Years Ended December 31, 2020, 2019 and 2018
F- 4
Consolidated Balance Sheets — December 31, 2020 and 2019
F- 5
Consolidated Statements of Cash Flows — For the Years Ended December 31, 2020, 2019 and 2018
F- 6
Consolidated Statements of Changes in Stockholders’ Equity — For the Years Ended December 31, 2020, 2019 and 2018
F- 8
Notes to Consolidated Financial Statements
F- 9
(2) Financial Statement Schedules.
The following financial statement schedule of Peabody Energy Corporation is at the page indicated:
Page
Valuation and Qualifying Accounts
F- 71
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are not applicable and, therefore, have been omitted.
(3) Exhibits.
The exhibits below are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.
Exhibit No. Description of Exhibit
2.1 Debtors’ Second Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code as revised March 15, 2017 (Incorporated by reference to Exhibit 2.2 of the Registrant’s Current Report on Form 8-K, filed March 20, 2017).
2.2 Order Confirming Debtors’ Second Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code on March 17, 2017 (Incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K, filed March 20, 2017).
2.3 Asset Purchase Agreement, dated as of September 20, 2018, by and between Drummond Company, Inc. and Peabody Southeast Mining, LLC, and, for certain limited purposes, Peabody Energy Corporation (Incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K, filed September 24, 2018).
2.4 Implementation Agreement, dated as of June 18, 2019, between Peabody Energy Corporation and Arch Coal, Inc. (Incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K/A filed on June 19, 2019).
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3.1 Fourth Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed April 3, 2017).
3.2 Amended and Restated By-Laws of the Registrant (Incorporated by reference to Exhibit 3.3 of the Registrant’s Current Report on Form 8-K filed April 3, 2017).
4.1 Specimen of stock certificate representing the Registrant’s common stock, $.01 par value (Incorporated by reference to Exhibit 4.13 to Amendment No. 4 to the Registrant’s Form S-1 Registration Statement No. 333-55412, filed May 1, 2001).
4.2 Indenture, dated as of February 15, 2017, between Peabody Securities Finance Corporation and Wilmington Trust, National Association, as Trustee, governing 6.000% Senior Secured Notes due 2022 and 6.375% Senior Secured Notes due 2025 (Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed February 15, 2017).
4.3 First Supplemental Indenture, dated as of April 3, 2017, among the Registrant, Peabody Securities Finance Corporation, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K, filed April 3, 2017).
4.4 Second Supplemental Indenture, dated as of May 7, 2018, among the Registrant, NGS Acquisition Corp., LLC, and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.4 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018).
4.5 Third Supplemental Indenture, dated as of August 9, 2018, between the Registrant and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).
4.6 Fourth Supplemental Indenture, dated as of December 7, 2018, among the Registrant, Peabody Southeast Mining, LLC, and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.6 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018).
4.7 Description of Securities (Incorporated by reference to Exhibit 4.7 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019).
4.8 Indenture dated as of January 29, 2021, by and among the Co-Issuers, Wilmington Trust, National Association, as trustee, and the Company (on a limited basis, to the extent of its obligations specifically set forth therein) (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 1, 2021).
4.9 Indenture dated as of January 29, 2021, by and among Peabody, the guarantors party thereto, and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on February 1, 2021).
4.10 Seventh Supplemental Indenture, dated as of January 8, 2021, by and among the Company and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on February 1, 2021).
4.11 Eighth Supplemental Indenture, dated as of January 29, 2021, by and among the Company and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed on February 1, 2021).
4.12 First Supplemental Indenture, dated as of February 3, 2021, by and among the Co-Issuers, Wilmington Trust, National Association, as trustee, and Peabody (on a limited basis, to the extent of its obligations specifically set forth therein) (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 5, 2021).
4.13 First Supplemental Indenture, dated as of February 3, 2021, by and among Peabody, the guarantors party thereto, and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on February 5, 2021).
10.1 Federal Coal Lease WYW0321779: North Antelope/Rochelle Mine (Incorporated by reference to Exhibit 10.3 of the Registrant’s Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
10.2 Federal Coal Lease WYW119554: North Antelope/Rochelle Mine (Incorporated by reference to Exhibit 10.4 of the Registrant’s Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
10.3 Federal Coal Lease WYW5036: Rawhide Mine (Incorporated by reference to Exhibit 10.5 of the Registrant’s Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
10.4 Federal Coal Lease WYW3397: Caballo Mine (Incorporated by reference to Exhibit 10.6 of the Registrant’s Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
10.5 Federal Coal Lease WYW83394: Caballo Mine (Incorporated by reference to Exhibit 10.7 of the Registrant’s Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
10.6 Federal Coal Lease WYW136142 (Incorporated by reference to Exhibit 10.8 of Amendment No. 1 to the Registrant’s Form S-4 Registration Statement No. 333-59073, filed September 8, 1998).
10.7 Royalty Prepayment Agreement by and among Peabody Natural Resources Company, Gallo Finance Company and Chaco Energy Company, dated September 30, 1998 (incorporated by reference to Exhibit 10.9 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998).
10.8 Federal Coal Lease WYW154001: North Antelope Rochelle South (Incorporated by reference to Exhibit 10.68 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
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10.9 Federal Coal Lease WYW150210: North Antelope Rochelle Mine (Incorporated by reference to Exhibit 10.8 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005).
10.10 Federal Coal Lease WYW151134 effective May 1, 2005: West Roundup (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).
10.11 Federal Coal Lease Readjustment WYW78633: Caballo (Incorporated by reference to Exhibit 10.24 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012).
10.12 Transfer by Assignment and Assumption of Federal Coal Lease WYW172657: Caballo West (Incorporated by reference to Exhibit 10.25 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012).
10.13 Federal Coal Lease WYW176095: Porcupine South (Incorporated by reference to Exhibit 10.26 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012).
10.14 Federal Coal Lease WYW173408: North Porcupine (Incorporated by reference to Exhibit 10.27 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012).
10.15 Federal Coal Lease WYW172413: School Creek (Incorporated by reference to Exhibit 10.28 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012).
10.16 Separation Agreement, Plan of Reorganization and Distribution, dated October 22, 2007, between the Registrant and Patriot Coal Corporation (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed October 25, 2007).
10.17 Tax Separation Agreement, dated October 22, 2007, between the Registrant and Patriot Coal Corporation (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed October 25, 2007).
10.18 Coal Act Liabilities Assumption Agreement, dated October 22, 2007, among Patriot Coal Corporation, Peabody Holding Company, LLC and the Registrant (Incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K, filed October 25, 2007).
10.19 Salaried Employee Liabilities Assumption Agreement, dated October 22, 2007, among Patriot Coal Corporation, Peabody Holding Company, LLC, Peabody Coal Company, LLC and the Registrant (Incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K, filed October 25, 2007).
10.20 Coal Supply Agreement, dated October 22, 2007, between Patriot Coal Sales LLC and COALSALES II, LLC (Incorporated by reference to Exhibit 10.6 of the Registrant’s Current Report on Form 8-K, filed October 25, 2007).
10.21 Settlement Agreement entered into as of October 24, 2013, by and among Patriot Coal Corporation, on behalf of itself and its affiliates, the Registrant, on behalf of itself and its affiliates, and the United Mine Workers of America, on behalf of itself and the UMWA Employees and UMWA Retirees (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed October 30, 2013).
10.22 Purchase and Sale Agreement, dated as of November 20, 2015, by and between Four Star Holdings, LLC and Western Megawatt Resources, LLC (Incorporated by reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015).
10.23* Employment Agreement entered into as of August 21, 2013, by and between Peabody Energy Corporation and Glenn L. Kellow (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 27, 2013).
10.24* Restrictive Covenant Agreement entered into as of August 21, 2013, by and between Peabody Energy Corporation and Glenn L. Kellow (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 27, 2013).
10.25* Letter dated January 27, 2015 to Glenn L. Kellow from the Chairman of the Compensation Committee of the Peabody Energy Corporation Board of Directors (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 28, 2015).
10.26* Letter Agreement entered into as of January 27, 2015, by and between Peabody Energy Corporation and Glenn L. Kellow (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 28, 2015).
10.27* Letter Agreement entered into as of April 20, 2015, by and between Peabody Energy Corporation and Glenn L. Kellow (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 21, 2015).
10.28* Form of Addendum to Participation Agreement executed by Glenn L. Kellow and Charles F. Meintjes (2020) (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).
10.29* Contract of Employment, dated October 22, 2020, between Peabody Energy Australia Coal Pty Ltd and Darren R. Yeates (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed October 26, 2020).
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10.30* Restated Employment Agreement entered into as of January 7, 2013 by and between the Registrant and Charles F. Meintjes (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed January 10, 2013).
10.31* Separation and Release Agreement, dated as of September 28, 2020, between Peabody Energy Corporation and Charles Meintjes (Incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020).
10.32* Restated Employment Agreement entered into as of December 20, 2012 by and between the Registrant and Kemal Williamson (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 26, 2012).
10.33* Peabody Energy Corporation 2019 Executive Severance Plan. (Incorporated by reference to Exhibit 10.32 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018).
10.34 Termination Agreement, dated as of October 5, 2020, between Peabody Energy Corporation and Arch Resources, Inc. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed on October 6, 2020).
10.35 Limited Waiver to Purchase and Sale Agreement by and between Four Star Holdings, LLC and Western Megawatt Resources, LLC dated March 30, 2016 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed March 31, 2016).
10.36 Fifth Amended and Restated Receivables Purchase Agreement, dated as of March 25, 2016, by and among P&L Receivables Company, LLC, Peabody Energy Corporation, the various Sub-Servicers listed on the signature pages thereto, all Conduit Purchasers listed on the signature pages thereto, 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 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed March 31, 2016).
10.37 First Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated as of April 12, 2016, by and among P&L Receivables Company, LLC, Peabody Energy Corporation, the various Sub-Servicers listed on the signature pages thereto, and PNC Bank, National Association, as Administrator and as the Sole Purchaser, Committed Purchaser, LC Bank and LC Participant (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed April 13, 2016).
10.38 Second Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated as of April 18, 2016, by and among Peabody Energy Corporation, P&L Receivables Company, LLC, the various Sub-Servicers listed on the signature pages thereto, and PNC Bank, National Association, as Administrator and as the Sole Purchaser, Committed Purchaser, LC Bank and LC Participant (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed April 22, 2016).
10.39 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 (Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).
10.40 Superpriority Secured Debtor-In-Possession Credit Agreement, dated as of April 18, 2016, by and among Peabody Energy Corporation, the guarantors party thereto, the lenders party thereto and Citibank, N.A. as Administrative Agent and L/C Issuer (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed April 22, 2016).
10.41 Amendment No. 1 to Superpriority Secured Debtor-in-Possession Credit Agreement, dated as of May 9, 2016, by and among Peabody Energy Corporation, the guarantors party thereto, the lenders party thereto and Citibank, N.A. as Administrative Agent (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed May 24, 2016).
10.42 Amendment No. 2 to Superpriority Secured Debtor-in-Possession Credit Agreement, dated as of May 18, 2016, by and among Peabody Energy Corporation, the guarantors party thereto, the lenders party thereto, the issuing bank party thereto, and Citibank, N.A. as Administrative Agent (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed May 24, 2016).
10.43 Amendment No. 4 to the Superpriority Secured Debtor-In-Possession Credit Agreement, dated as of October 11, 2016, by and among Peabody Energy Corporation, Peabody Global Funding, LLC (f/k/a Global Center for Energy and Human Development, LLC) and certain Debtors parties thereto as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on October 14, 2016).
10.44 Amendment No. 5 to Superpriority Secured Debtor-In-Possession Credit Agreement, by and among Peabody Energy Corporation, Peabody Global Funding, LLC (f/k/a Global Center for Energy and Human Development, LLC) and certain Debtors parties thereto as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed November 23, 2016).
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10.45 Amendment No. 6 to Superpriority Secured Debtor-In-Possession Credit Agreement, by and among Peabody Energy Corporation, Peabody Global Funding, LLC and certain Debtors parties thereto as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed December 14, 2016).
10.46 Plan Support Agreement entered into as of December 22, 2016 by and among the Registrant and certain other parties thereto (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 23, 2016).
10.47 Private Placement Agreement entered into as of December 22, 2016 by and among the Registrant and certain of its creditors party thereto (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed December 23, 2016).
10.48 Amendment to Private Placement Agreement entered into as of December 28, 2016 by and among the Registrant and certain of its creditors party thereto (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 30, 2016).
10.49 Second Amendment to Private Placement Agreement entered into as of February 8, 2017 by and among the Registrant and certain of its creditors party thereto (Incorporated by reference to Exhibit 10.127 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016).
10.50 Backstop Commitment Agreement entered into as of December 22, 2016 by and among the Registrant and certain of its creditors party thereto (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed December 23, 2016).
10.51 Amendment to Backstop Commitment Agreement entered into as of December 28, 2016 by and among the Registrant and certain of its creditors party thereto (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed December 30, 2016).
10.52 Share Sale and Purchase Agreement entered into as of November 3, 2016 by and among Peabody Australia Mining Pty Ltd, Peabody Energy Australia Pty Ltd, South32 Aluminium (Holdings) Pty Ltd, and South32 Treasury Limited (Incorporated by reference to Exhibit 10.124 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016).
10.53 Exit Facility Commitment Letter entered into as of January 11, 2017, by and among the Registrant, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Credit Suisse AG, Credit Suisse Securities (USA) LLC, Macquarie Capital Funding LLC and Macquarie Capital (USA) Inc. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 12, 2017).
10.54 Receivables Purchase Facility Commitment Letter entered into as of January 27, 2017, by and among the Registrant, P&L Receivables Company, LLC and PNC Bank, National Association (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 27, 2017).
10.55 Notice Letter and Term Sheet dated as of February 15, 2017, for Amendments to the Receivables Purchase Facility Commitment Letter entered into as of January 27, 2017, by and among the Registrant, P&L Receivables Company, LLC and PNC Bank, National Association (Incorporated by reference to Exhibit 10.128 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016).
10.56 Settlement Agreement dated as of March 13, 2017 by and among the Registrant, certain subsidiaries of the Registrant, and the United Mine Workers of America 1974 Pension Plan and Trust (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 17, 2017).
10.57 Sixth Amended and Restated Receivables Purchase Agreement, dated as of April 3, 2017, by and among P&L Receivables Company, LLC, Peabody Energy Corporation, the various Sub-Servicers listed on the signature pages thereto, all Conduit Purchasers listed on the signature pages thereto, 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 (Incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed April 3, 2017).
10.58 First Amendment to the Sixth Amended and Restated Receivables Purchase Agreement, dated as of June 30, 2017, by and among P&L Receivables Company, LLC, Peabody Energy Corporation, the various parties identified on the signature pages thereto as Sub-Servicers, Metropolitan Collieries Pty Ltd, and PNC Bank, National Association, as Administrator and as the sole Purchaser Agent, Committed Purchaser, LC Bank and LC Participant on the date thereof (Incorporated by reference to Exhibit 10.9 of the Registrant’s Quarterly Report on Form 10-Q, filed August 14, 2017).
10.59 Second Amendment to the Sixth Amended and Restated Receivables Purchase Agreement, dated as of December 13, 2017, by and among P&L Receivables Company, LLC, Peabody Energy Corporation, Regions Bank, and PNC Bank, National Association, as Administrator and as the sole Purchaser Agent, Committed Purchaser, LC Bank and LC Participant on the date thereof (Incorporated by reference to Exhibit 10.57 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017).
10.60 Fifth Amendment to the Sixth Amended and Restated Receivables Purchase Agreement, dated as of April 3, 2019, 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 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed April 4, 2019).
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10.61 Credit Agreement dated as of April 3, 2017, among the Registrant, as Borrower, Goldman Sachs Bank USA, as Administrative Agent, and the other lenders party thereto (Incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K, filed April 3, 2017).
10.62 Amendment No. 1 to Credit Agreement, by and among Peabody Energy Corporation, the subsidiaries of the Peabody Energy Corporation party thereto as reaffirming parties, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, dated as of September 18, 2017 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed September 18, 2017).
10.63 Amendment No. 2 to Credit Agreement, by and among Peabody Energy Corporation, the subsidiaries of Peabody Energy Corporation party thereto as reaffirming parties, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, dated as of November 17, 2017 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed November 20, 2017).
10.64 Amendment No. 3 to Credit Agreement, by and among Peabody Energy Corporation, the subsidiaries of Peabody Energy Corporation party thereto as reaffirming parties, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, dated as of December 18, 2017 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed December 19, 2017).
10.65 Amendment No. 4 to Credit Agreement, by and among Peabody Energy Corporation, the subsidiaries of Peabody Energy Corporation party thereto as reaffirming parties, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, dated as of April 11, 2018 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed April 11, 2018).
10.66 Amendment No. 5 to Credit Agreement, by and among Peabody Energy Corporation, the subsidiaries of Peabody Energy Corporation party thereto as reaffirming parties, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, dated as of June 27, 2018 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018).
10.67 Amendment No. 6 to Credit Agreement, by and among Peabody Energy Corporation, the subsidiaries of Peabody Energy Corporation party thereto as reaffirming parties, the incremental revolving lenders party thereto, Goldman Sachs Bank USA, as existing administrative agent, and JPMorgan Chase Bank, N.A., as successor administrative agent, dated as of September 17, 2019 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).
10.68 Amendment No. 7 by and among Peabody Energy Corporation, the subsidiaries of the Peabody Energy Corporation party thereto as reaffirming parties, the lenders party thereto, and JPMorgan Chase Bank, N.A., as successor administrative agent, dated as of September 17, 2019 (Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).
10.69* Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 4.6 of the Registrant’s Registration Statement on Form S-8, filed April 3, 2017).
10.70 Registration Rights Agreement, dated as of April 3. 2017, among the Registrant and the stockholders party thereto (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed, April 3, 2017).
10.71 Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.9 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).
10.72* Form of Restricted Stock Unit Agreement under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.7 of the Registrant’s Current Report on Form 8-K, filed April 3, 2017).
10.73* Form of Restrictive Covenant Agreement under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.8 of the Registrant’s Current Report on Form 8-K, filed April 3, 2017).
10.74* Form of Deferred Stock Unit Agreement under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.12 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).
10.75* Form of Performance Share Unit Agreement under the Peabody Energy Corporation 2017 Incentive Plan. (Incorporated by reference to Exhibit 10.68 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017).
10.76 Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.73 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018).
10.77* Form of Deferred Stock Unit Agreement under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.74 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018).
10.78* Form of Restricted Stock Unit Agreement (ELT Level 2019 Special Award) under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.75 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).
10.79* Form of Restricted Stock Unit Agreement (Director Level and Above 2019 Special Award) under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.76 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).
10.80* Form of Deferred Stock Unit Agreement under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).
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10.81* Form of Restricted Stock Unit Agreement (Director Level and Above 2020 Off-Cycle Award) under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).
10.82* Form of Performance Share Units Agreement under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).
10.83* Form of Restricted Stock Unit Agreement under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).
10.84 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. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed February 5, 2020).
10.85 Management Services Agreement, dated as of August 4, 2020, by and between Peabody Investments Corp. and each of the Client Companies listed on the signature page thereto (Incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).
10.86 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 (Incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).
10.87 Transaction Support Agreement, dated as of November 6, 2020, between Peabody Energy Corporation, certain subsidiaries of Peabody Energy Corporation and the Participating Sureties (Incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020).
10.88 Transaction Support Agreement, dated as of December 24, 2020, between Peabody, certain subsidiaries of Peabody, the Revolving Lenders, the Administrative Agent, and the Consenting Noteholders (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed December 28, 2020).
10.89 Amended and Restated Transaction Support Agreement, dated as of December 31, 2020, between Peabody, certain subsidiaries of Peabody, the Revolving Lenders, the Administrative Agent, and the Consenting Noteholders (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed January 4, 2021).
10.90 First Amendment to Amended and Restated Transaction Support Agreement, dated as of January 29, 2021, between Peabody, certain subsidiaries of Peabody, the Revolving Lenders, the Administrative Agent, and the Consenting Noteholders (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 1, 2021).
21† List of Subsidiaries.
23.1† Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2† Consent of Weir International, Inc.
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.
31.2† Certification of periodic financial report by the Registrant’s Chief Financial 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.
32.1† Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Registrant’s Chief Executive Officer.
32.2† Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Registrant’s Chief Financial Officer.
95† Mine Safety Disclosure required by Item 104 of Regulation S-K.
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
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* These exhibits constitute all management contracts, compensatory plans and arrangements required to be filed as an exhibit to this form pursuant to Item 15(a)(3) and 15(b) of this report.
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† Filed herewith.
Pursuant to the Instructions to Exhibits, certain instruments defining the rights of holders of long-term debt securities of the Company and its consolidated subsidiaries are not filed because the total amount of securities authorized under any such instrument does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. A copy of such instrument will be furnished to the Securities and Exchange Commission upon request.
Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PEABODY ENERGY CORPORATION
/s/ GLENN L. KELLOW
Glenn L. Kellow
President and Chief Executive Officer
Date: February 23, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ GLENN L. KELLOW President and Chief Executive Officer,
Director (principal executive officer) February 23, 2021
Glenn L. Kellow
/s/ MARK A. SPURBECK Executive Vice President and Chief Financial Officer (principal financial and accounting officer) February 23, 2021
Mark A. Spurbeck
/s/ SAMANTHA ALGAZE Director February 19, 2021
Samantha Algaze
/s/ ANDREA BERTONE Director February 19, 2021
Andrea Bertone
/s/ BILL CHAMPION Director February 19, 2021
Bill Champion
/s/ NICHOLAS CHIREKOS Director February 19, 2021
Nicholas Chirekos
/s/ STEPHEN GORMAN Director February 19, 2021
Stephen Gorman
/s/ JOE LAYMON Director February 22, 2021
Joe Laymon
/s/ ROBERT MALONE Chairman February 20, 2021
Robert Malone
/s/ DAVID MILLER Director February 19, 2021
David Miller
/s/ MICHAEL SUTHERLIN Director February 19, 2021
Michael Sutherlin
/s/ DARREN YEATES Director and Executive Vice President and Chief Operating Officer February 20, 2021
Darren Yeates
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Peabody Energy Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Peabody Energy Corporation (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive (loss) income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with US generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 23, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
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Asset Retirement Obligation Liability
Description of the Matter At December 31, 2020, the Company’s asset retirement obligation (ARO) liabilities totaled $728.2 million. As discussed in Note 1 and Note 14 of the consolidated financial statements, the Company estimates its ARO liabilities in the U.S. and Australia for final reclamation and mine closure based upon detailed engineering calculations of the amount and timing of the future cash spending for a third party to perform the required work. The Company records an ARO asset associated with the discounted liability for final reclamation and mine closure and are recognized in the period in which the liability is incurred. As changes in estimates occur, the revisions to the obligation and asset are recognized at the appropriate credit-adjusted, risk-free rate.
Management’s estimate involves a high degree of subjectivity and auditing the significant assumptions utilized by management in estimating the amount of the liability requires judgment. In particular, the obligation is determined using a discounted cash flow technique and is based upon mining permit requirements and various assumptions including credit-adjusted risk-free rates, inflation rates, estimates of disturbed acreage, timing of reclamation activities, and reclamation costs.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the controls over the Company’s accounting for ARO liabilities, including controls over management’s review of the ARO calculation and the significant assumptions and data inputs described above.
To audit the ARO liabilities, our procedures included evaluating the methodology used, and testing the significant assumptions discussed above and the underlying data used by the Company in its estimate. We compared assumptions including the credit-adjusted risk-free rate, and inflation rate to current market data. In addition, to assess the estimates of disturbed acreage, timing of reclamation activities, and reclamation costs, we evaluated significant changes from the prior estimate, verified consistency between timing of reclamation activities and projected mine life, considered the appropriateness of the estimated costs based on mine type, compared anticipated costs to recent operating data, and recalculated management's estimate. Additionally, we involved our specialists to assist in our assessment of the Company’s ARO liability. As part of this effort, our specialists interviewed members of the Company’s engineering staff, assessed the completeness of the mine reclamation estimate with respect to meeting mine closure and post closure plan regulatory requirements, and evaluated the reasonableness of the engineering estimates and assumptions.
Asset Impairment of North Antelope Rochelle Mine
Description of the Matter As discussed in Note 3 to the consolidated financial statements, during 2020, the Company recorded an impairment loss on certain long-lived assets related to its North Antelope Rochelle Mine based upon the expectation of reduced future sales volumes. Accordingly, during the second quarter, the Company evaluated its long-lived assets for recoverability and determined that these assets were not recoverable and were impaired. As a result, the Company recognized a $1,418.1 million impairment loss, which is the amount by which the carrying value exceeded the estimated fair value of these assets.
Auditing the Company's impairment measurement involved a high degree of subjectivity as estimates underlying the determination of fair value were based on assumptions about future market and economic conditions. Significant assumptions used in the Company’s fair value estimate included future tons sold, coal prices for unpriced coal, production costs, transportation costs, and the cost of capital.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's processes to determine the fair value of the asset group and to measure the long-lived asset impairment. This included controls over management's review of the significant assumptions underlying the fair value determination.
Our testing of the Company's impairment measurement included, among other procedures, evaluating the significant assumptions and operating data used to estimate fair value. For example, we compared the significant assumptions used to estimate market participant cash flows to current industry and economic outlook, obtained support to evaluate projected operating data and recalculated management's estimate of fair value. We also involved our specialists to assist in our evaluation of the methodologies utilized in developing the estimate of fair value, reviewing the significant assumptions utilized including the weighted average cost of capital, and to prepare comparative calculations of management’s fair value estimate.
/s/ Ernst & Young, LLP
We have served as the Company’s auditor since 1991.
St. Louis, Missouri
February 23, 2021
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PEABODY ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
2020 2019 2018
(Dollars in millions, except per share data)
Revenues $ 2,881.1 $ 4,623.4 $ 5,581.8
Costs and expenses
Operating costs and expenses (exclusive of items shown separately below)
2,524.9 3,536.6 4,071.4
Depreciation, depletion and amortization 346.0 601.0 679.0
Asset retirement obligation expenses 45.7 58.4 53.0
Selling and administrative expenses 99.5 145.0 158.1
Restructuring charges 37.9 24.3 1.2
Transaction costs related to business combinations and joint ventures
23.1 21.6 7.4
Other operating (income) loss:
Net gain on disposals ( 15.2 ) ( 2.1 ) ( 48.2 )
Gain on formation of United Wambo Joint Venture — ( 48.1 ) —
Asset impairment 1,487.4 270.2 —
Provision for North Goonyella equipment loss — 83.2 66.4
North Goonyella insurance recovery — ( 125.0 ) —
Loss (income) from equity affiliates 60.1 ( 3.4 ) ( 68.1 )
Operating profit (loss) ( 1,728.3 ) 61.7 661.6
Interest expense 139.8 144.2 151.3
Interest income ( 9.4 ) ( 27.0 ) ( 33.6 )
Net periodic benefit (credit) costs, excluding service cost ( 1.8 ) 19.4 18.1
Net mark-to-market adjustment on actuarially determined liabilities
( 5.1 ) 67.4 ( 125.5 )
Reorganization items, net — — ( 12.8 )
(Loss) income from continuing operations before income taxes ( 1,851.8 ) ( 142.3 ) 664.1
Income tax provision 8.0 46.0 18.4
(Loss) income from continuing operations, net of income taxes ( 1,859.8 ) ( 188.3 ) 645.7
(Loss) income from discontinued operations, net of income taxes ( 14.0 ) 3.2 18.1
Net (loss) income ( 1,873.8 ) ( 185.1 ) 663.8
Less: Series A Convertible Preferred Stock dividends — — 102.5
Less: Net (loss) income attributable to noncontrolling interests ( 3.5 ) 26.2 16.9
Net (loss) income attributable to common stockholders $ ( 1,870.3 ) $ ( 211.3 ) $ 544.4
(Loss) income from continuing operations:
Basic (loss) income per share $ ( 18.99 ) $ ( 2.07 ) $ 4.35
Diluted (loss) income per share $ ( 18.99 ) $ ( 2.07 ) $ 4.28
Net (loss) income attributable to common stockholders:
Basic (loss) income per share $ ( 19.14 ) $ ( 2.04 ) $ 4.50
Diluted (loss) income per share $ ( 19.14 ) $ ( 2.04 ) $ 4.43
See accompanying notes to consolidated financial statements
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PEABODY ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
Year Ended December 31,
2020 2019 2018
(Dollars in millions)
Net (loss) income $ ( 1,873.8 ) $ ( 185.1 ) $ 663.8
Postretirement plans and workers’ compensation obligations (net of respective net tax provision of $ 0.0 , $ 0.0 and $ 7.1 )
168.1 ( 8.7 ) 44.6
Foreign currency translation adjustment 6.1 0.2 ( 5.9 )
Other comprehensive income (loss), net of income taxes 174.2 ( 8.5 ) 38.7
Comprehensive (loss) income ( 1,699.6 ) ( 193.6 ) 702.5
Less: Series A Convertible Preferred Stock dividends — — 102.5
Less: Net (loss) income attributable to noncontrolling interests ( 3.5 ) 26.2 16.9
Comprehensive (loss) income attributable to common stockholders $ ( 1,696.1 ) $ ( 219.8 ) $ 583.1
See accompanying notes to consolidated financial statements
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PEABODY ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31,
2020 2019
(Amounts in millions, except per share data)
ASSETS
Current assets
Cash and cash equivalents $ 709.2 $ 732.2
Accounts receivable, net of allowance for credit losses of $ 0.0 at December 31, 2020 and 2019
244.8 329.5
Inventories 261.6 331.5
Other current assets 204.7 220.7
Total current assets 1,420.3 1,613.9
Property, plant, equipment and mine development, net 3,051.1 4,679.1
Operating lease right-of-use assets 49.9 82.4
Investments and other assets 140.9 139.1
Deferred income taxes 4.9 28.3
Total assets $ 4,667.1 $ 6,542.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt $ 44.9 $ 18.3
Accounts payable and accrued expenses 745.7 957.0
Total current liabilities 790.6 975.3
Long-term debt, less current portion 1,502.9 1,292.5
Deferred income taxes 35.0 28.8
Asset retirement obligations 650.5 654.1
Accrued postretirement benefit costs 413.2 593.4
Operating lease liabilities, less current portion 42.1 52.8
Other noncurrent liabilities 251.5 273.4
Total liabilities 3,685.8 3,870.3
Stockholders’ equity
Preferred Stock — $ 0.01 per share par value; 100.0 shares authorized, no shares issued or outstanding as of December 31, 2020 or December 31, 2019
— —
Series Common Stock — $ 0.01 per share par value; 50.0 shares authorized, no shares issued or outstanding as of December 31, 2020 or December 31, 2019
— —
Common Stock — $ 0.01 per share par value; 450.0 shares authorized, 140.5 shares issued and 97.8 shares outstanding as of December 31, 2020 and 139.2 shares issued and 96.9 shares outstanding as of December 31, 2019
1.4 1.4
Additional paid-in capital 3,364.6 3,351.1
Treasury stock, at cost — 42.7 and 42.3 common shares as of December 31, 2020 and December 31, 2019
( 1,368.9 ) ( 1,367.3 )
(Accumulated deficit) retained earnings ( 1,273.3 ) 597.0
Accumulated other comprehensive income 205.8 31.6
Peabody Energy Corporation stockholders’ equity 929.6 2,613.8
Noncontrolling interests 51.7 58.7
Total stockholders’ equity 981.3 2,672.5
Total liabilities and stockholders’ equity $ 4,667.1 $ 6,542.8
See accompanying notes to consolidated financial statements
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PEABODY ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
2020 2019 2018
(Dollars in millions)
Cash Flows From Operating Activities
Net (loss) income $ ( 1,873.8 ) $ ( 185.1 ) $ 663.8
Loss (income) from discontinued operations, net of income taxes 14.0 ( 3.2 ) ( 18.1 )
(Loss) income from continuing operations, net of income taxes ( 1,859.8 ) ( 188.3 ) 645.7
Adjustments to reconcile (loss) income from continuing operations, net of income taxes to net cash (used in) provided by operating activities:
Depreciation, depletion and amortization 346.0 601.0 679.0
Noncash interest expense including loss on early extinguishment of debt
16.2 16.2 19.2
Noncash coal inventory revaluation ( 0.7 ) 8.3 —
Deferred income taxes 27.8 39.4 35.5
Noncash share-based compensation 13.5 38.3 34.9
Asset impairment 1,487.4 270.2 —
Net gain on disposals ( 15.2 ) ( 2.1 ) ( 48.2 )
Loss (income) from equity affiliates 60.1 ( 3.4 ) ( 68.1 )
Provision for North Goonyella equipment loss — 83.2 66.4
Gain on formation of United Wambo Joint Venture — ( 48.1 ) —
Foreign currency option contracts ( 13.0 ) 5.2 9.1
Noncash reorganization items, net — — ( 12.8 )
Changes in current assets and liabilities:
Accounts receivable 84.6 82.9 171.8
Inventories 70.6 ( 61.6 ) 50.2
Other current assets 21.0 ( 35.6 ) ( 30.6 )
Accounts payable and accrued expenses ( 192.4 ) ( 118.2 ) ( 160.2 )
Collateral arrangements ( 15.0 ) — 323.1
Asset retirement obligations 22.5 6.6 5.7
Workers’ compensation obligations 1.8 5.0 ( 1.8 )
Postretirement benefit obligations ( 12.1 ) 36.8 ( 151.1 )
Pension obligations ( 28.4 ) ( 32.5 ) ( 66.9 )
Other, net 0.1 2.1 16.0
Net cash provided by continuing operations 15.0 705.4 1,516.9
Net cash used in discontinued operations ( 24.7 ) ( 28.0 ) ( 27.2 )
Net cash (used in) provided by operating activities ( 9.7 ) 677.4 1,489.7
See accompanying notes to consolidated financial statements
Peabody Energy Corporation 2020 Form 10-K
F-6
Table of Contents
PEABODY ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
Year Ended December 31,
2020 2019 2018
(Dollars in millions)
Cash Flows From Investing Activities
Additions to property, plant, equipment and mine development ( 191.4 ) ( 285.4 ) ( 301.0 )
Changes in accrued expenses related to capital expenditures ( 6.1 ) 0.1 0.1
Federal coal lease expenditures — — ( 0.5 )
Insurance proceeds attributable to North Goonyella equipment losses
— 23.2 —
Proceeds from disposal of assets, net of receivables 27.1 30.0 76.4
Amount attributable to acquisition of Shoal Creek Mine — ( 2.4 ) ( 387.4 )
Contributions to joint ventures ( 343.0 ) ( 419.1 ) ( 475.3 )
Distributions from joint ventures 330.3 408.8 483.7
Advances to related parties ( 23.2 ) ( 27.3 ) ( 13.8 )
Cash receipts from Middlemount Coal Pty Ltd — 14.7 106.7
Investment in equity securities — ( 3.0 ) ( 10.0 )
Other, net ( 0.4 ) ( 0.9 ) 3.8
Net cash used in investing activities ( 206.7 ) ( 261.3 ) ( 517.3 )
Cash Flows From Financing Activities
Proceeds from long-term debt 375.0 — —
Repayments of long-term debt ( 169.5 ) ( 71.1 ) ( 85.0 )
Payment of debt issuance and other deferred financing costs ( 7.0 ) ( 6.4 ) ( 21.2 )
Common stock repurchases — ( 329.9 ) ( 834.7 )
Repurchase of employee common stock relinquished for tax withholding
( 1.6 ) ( 12.3 ) ( 14.5 )
Dividends paid — ( 258.1 ) ( 59.6 )
Distributions to noncontrolling interests ( 3.5 ) ( 23.5 ) ( 10.3 )
Other, net — — 0.1
Net cash provided by (used in) financing activities 193.4 ( 701.3 ) ( 1,025.2 )
Net change in cash, cash equivalents and restricted cash ( 23.0 ) ( 285.2 ) ( 52.8 )
Cash, cash equivalents and restricted cash at beginning of period 732.2 1,017.4 1,070.2
Cash, cash equivalents and restricted cash at end of period $ 709.2 $ 732.2 $ 1,017.4
See accompanying notes to consolidated financial statements
Peabody Energy Corporation 2020 Form 10-K
F-7
Table of Contents
PEABODY ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Peabody Energy Corporation Stockholders’ Equity
Series A Convertible Preferred Stock Common
Stock Additional
Paid-in
Capital Treasury
Stock (Accumulated Deficit) Retained
Earnings Accumulated
Other
Comprehensive (Loss) Income Noncontrolling
Interests Total
Stockholders’
Equity
(Dollars in millions)
December 31, 2017 $ 576.0 $ 1.0 $ 2,590.3 $ ( 175.9 ) $ 613.6 $ 1.4 $ 49.4 $ 3,655.8
Impact of adoption of Accounting Standards Update 2014-09 — — — — ( 22.5 ) — — ( 22.5 )
Net income — — — — 646.9 — 16.9 663.8
Dividends declared ($ 0.485 per share)
— — 1.4 — ( 61.0 ) — — ( 59.6 )
Postretirement plans and workers’ compensation obligations (net of $ 7.1 tax provision)
— — — — — 44.6 — 44.6
Foreign currency translation adjustment — — — — — ( 5.9 ) — ( 5.9 )
Series A Convertible Preferred Stock conversions ( 576.0 ) 0.4 678.1 — ( 102.5 ) — — —
Share-based compensation for equity-classified awards — — 34.9 — — — — 34.9
Common stock repurchases — — — ( 834.7 ) — — — ( 834.7 )
Repurchase of employee common stock relinquished for tax withholding — — — ( 14.5 ) — — — ( 14.5 )
Distributions to noncontrolling interests — — — — — — ( 10.3 ) ( 10.3 )
December 31, 2018 $ — $ 1.4 $ 3,304.7 $ ( 1,025.1 ) $ 1,074.5 $ 40.1 $ 56.0 $ 3,451.6
Net (loss) income — — — — ( 211.3 ) — 26.2 ( 185.1 )
Dividends declared ($ 2.410 per share)
— — 8.1 — ( 266.2 ) — — ( 258.1 )
Postretirement plans and workers’ compensation obligations (net of $ 0.0 tax provision)
— — — — — ( 8.7 ) — ( 8.7 )
Foreign currency translation adjustment — — — — — 0.2 — 0.2
Share-based compensation for equity-classified awards — — 38.3 — — — — 38.3
Common stock repurchases — — — ( 329.9 ) — — — ( 329.9 )
Repurchase of employee common stock relinquished for tax withholding — — — ( 12.3 ) — — — ( 12.3 )
Distributions to noncontrolling interests — — — — — — ( 23.5 ) ( 23.5 )
December 31, 2019 $ — $ 1.4 $ 3,351.1 $ ( 1,367.3 ) $ 597.0 $ 31.6 $ 58.7 $ 2,672.5
Net loss — — — — ( 1,870.3 ) — ( 3.5 ) ( 1,873.8 )
Postretirement plans and workers’ compensation obligations (net of $ 0.0 tax provision)
— — — — — 168.1 — 168.1
Foreign currency translation adjustment — — — — — 6.1 — 6.1
Share-based compensation for equity-classified awards — — 13.5 — — — — 13.5
Repurchase of employee common stock relinquished for tax withholding — — — ( 1.6 ) — — — ( 1.6 )
Distributions to noncontrolling interests — — — — — — ( 3.5 ) ( 3.5 )
December 31, 2020 $ — $ 1.4 $ 3,364.6 $ ( 1,368.9 ) $ ( 1,273.3 ) $ 205.8 $ 51.7 $ 981.3
See accompanying notes to consolidated financial statements
Peabody Energy Corporation 2020 Form 10-K
F-8
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of Peabody Energy Corporation (PEC) and its affiliates. The Company, or Peabody, are used interchangeably to refer to Peabody Energy Corporation, to Peabody Energy Corporation and its subsidiaries, or to such subsidiaries, as appropriate to the context. Interests in subsidiaries controlled by the Company are consolidated with any outside stockholder interests reflected as noncontrolling interests, except when the Company has an undivided interest in an unincorporated joint venture. In those cases, the Company includes its proportionate share in the assets, liabilities, revenues and expenses of the jointly controlled entities within each applicable line item of the consolidated financial statements. All intercompany transactions, profits and balances have been eliminated in consolidation.
Description of Business
The Company is engaged in the mining of thermal coal for sale primarily to electric utilities and metallurgical coal for sale to industrial customers. The Company’s mining operations are located in the United States (U.S.) and Australia, including an equity-affiliate mining operation in Australia. The Company also markets and brokers coal from other coal producers and trades coal and freight-related contracts through trading and business offices in the U.S., Australia, China and the United Kingdom. The Company’s other commercial activities include managing its coal reserve and real estate holdings, and supporting the development of clean coal technologies.
Refinancing Transactions
During the fourth quarter of 2020 and the first quarter of 2021, the Company entered into a series of interrelated agreements with its surety bond providers, the revolving lenders under its credit agreement and certain holders of its senior secured notes to extend a significant portion of its near-term debt maturities to December 2024 and to stabilize collateral requirements for its existing surety bond portfolio. Such agreements and related activities are described below.
Organizational Realignment
In July and August 2020, the Company effected certain changes to its corporate structure in contemplation of a debt-for-debt exchange, which included, among other steps, the formation of certain wholly-owned subsidiaries (the Co-Issuers) to indirectly own and conduct the operations of the Company’s Wilpinjong Mine in Australia and the designation of such entities as unrestricted subsidiaries under the Credit Agreement and its senior notes’ indenture (the Existing Indenture). In connection with these actions, the Company contributed $ 100.0 million to the Co-Issuers to provide the Wilpinjong Mine with operating liquidity and address its capital needs over the next twelve months .
Surety Agreement
In November 2020, the Company entered into a surety transaction support agreement (Surety Agreement) with the providers of 99 % of its surety bond portfolio (Participating Sureties) to resolve approximately $ 800 million in additional collateral demands made by the Participating Sureties. In accordance with the Surety Agreement, the Company initially provided $ 75.0 million of collateral, in the form of letters of credit.
Upon completion of the Refinancing Transactions, as defined below, other provisions of the Surety Agreement became effective. In particular, the Company granted second liens on $ 200.0 million of certain mining equipment and will post an additional $ 25.0 million of collateral per year from 2021 through 2024 for the benefit of the Participating Sureties. The collateral postings may also further increase to the extent the Company generates more than $ 100.0 million of free cash flow (as defined in the Surety Agreement) in any twelve-month period or has asset sales in excess of $ 10.0 million. Further, the Participating Sureties have agreed to a standstill through December 31, 2024, during which time, the Participating Sureties will not demand any additional collateral, draw on letters of credit posted for the benefit of themselves, or cancel, or attempt to cancel, any existing surety bond. The Company will not pay dividends or make share repurchases during the standstill period, unless otherwise agreed between the parties.
Peabody Energy Corporation 2020 Form 10-K
F-9
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Refinancing Transactions
On January 29, 2021 (the Settlement Date), the Company completed a series of transactions (collectively, the Refinancing Transactions) to, among other things, provide the Company with maturity extensions and covenant relief, while allowing it to maintain sufficient operating liquidity and financial flexibility. The Refinancing Transactions included a senior notes exchange and related consent solicitation, a revolving credit facility exchange, and various amendments to the Company’s existing debt agreements, as summarized below.
Exchange Offer
On the Settlement Date, the Company settled an exchange offer (Exchange Offer) pursuant to which $ 398.7 million aggregate principal amount of the Company’s 6.000 % Senior Secured Notes due March 2022 (the 2022 Notes) were validly tendered, accepted by the Company and exchanged for aggregate consideration consisting of (a) $ 193.9 million aggregate principal amount of new 10.000 % Senior Secured Notes due 2024 issued by the Co-Issuers (New Co-Issuer Notes), (b) $ 195.1 million aggregate principal amount of new 8.500 % Senior Secured Notes due 2024 issued by the Company (New Peabody Notes), and (c) a cash payment of approximately $ 9.4 million. In connection with the settlement of the Exchange Offer, the Company also paid early tender premiums totaling $ 4.0 million in cash.
Following the settlement of the Exchange Offer, approximately $ 60.3 million aggregate principal amount of the 2022 Notes remain outstanding and are governed by the Existing Indenture, as amended by the supplemental indenture described below.
In connection with the Exchange Offer, the Company must offer to purchase up to $ 22.5 million New Peabody Notes at 80 % of their accreted value, plus accrued and unpaid interest, subsequent to the Settlement Date. The Company expects to complete this purchase during the first quarter of 2021.
Consent Solicitation
Concurrently with the Exchange Offer, the Company solicited consents from holders of the 2022 Notes to certain proposed amendments to the Existing Indenture to (i) eliminate substantially all of the restrictive covenants, certain events of default applicable to the 2022 Notes and certain other provisions contained in the Existing Indenture and (ii) release the collateral securing the 2022 Notes and eliminate certain other related provisions contained in the Existing Indenture. The Company received the requisite consents from holders of the 2022 Notes and entered into a supplemental indenture to the Existing Indenture, which became operative on January 29, 2021.
Revolver Transactions
In connection with the Refinancing Transactions, the Company restructured the revolving loans under the Credit Agreement by (i) making a pay down of revolving loans thereunder in the aggregate amount of $ 10.0 million, (ii) the Co-Issuers incurring $ 206.0 million of term loans under a credit agreement, dated as of the Settlement Date (New Co-Issuer Term Loans, New Co-Issuer Term Loan Agreement), (iii) the Company entering into a letter of credit facility (the New Company LC Agreement), and (iv) amending the Credit Agreement (collectively, the Revolver Transactions).
The New Co-Issuer Term Loans mature on December 31, 2024 and bear interest at a rate of 10.00 % per annum.
On the Settlement Date, the Company entered into the New Company LC Agreement with the revolving lenders party to the Credit Agreement, pursuant to which the Company obtained a $ 324.0 million letter of credit facility under which the Company’s existing letters under the Credit Agreement were deemed to be issued. The commitments under the New Company LC Agreement mature on December 31, 2024. Undrawn letters of credit under the New Company LC Agreement bear interest at 6.00 % per annum and unused commitments are subject to a 0.50 % per annum commitment fee.
In connection with the Revolver Transactions, the Company amended its Credit Agreement to make certain changes in consideration of the New Company LC Agreement. After giving effect to the Revolver Transactions, there remain no revolving commitments or revolving loans under the Credit Agreement and the first lien net leverage ratio covenant was eliminated, effectively negating the compliance requirement at December 31, 2020. The New Company LC Agreement requires that the Company’s restricted subsidiaries maintain minimum aggregate liquidity of $ 125.0 million at the end of each quarter through December 31, 2024. As such, liquidity attributable to the Co-Issuers will be excluded from the calculation.
The Company capitalized $ 7.0 million of debt issuance costs incurred in relation to the Refinancing Transactions during the year ended December 31, 2020.
Peabody Energy Corporation 2020 Form 10-K
F-10
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Plan of Reorganization and Emergence from Chapter 11 Cases
On April 13, 2016, PEC and a majority of its wholly owned domestic subsidiaries, as well as one international subsidiary in Gibraltar (collectively with PEC, the Debtors), filed voluntary petitions (the Bankruptcy Petitions) under Chapter 11 of Title 11 of the U.S. Code (the Bankruptcy Code) in the U.S. Bankruptcy Court for the Eastern District of Missouri (the Bankruptcy Court). The Debtors’ Chapter 11 cases (the Chapter 11 Cases) were jointly administered under the caption In re Peabody Energy Corporation, et al. , Case No. 16-42529.
For periods subsequent to filing the Bankruptcy Petitions, the Company applied the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 852, “Reorganizations,” in preparing its consolidated financial statements. ASC 852 requires that financial statements distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain revenues, expenses, realized gains and losses and provisions for losses that were realized or incurred in the bankruptcy proceedings were recorded in “Reorganization items, net” in the consolidated statements of operations.
On March 17, 2017, the Bankruptcy Court entered an order, Docket No. 2763, confirming the Debtors’ Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession (as further modified, the Plan). On April 3, 2017, (the Effective Date), the Debtors satisfied the conditions to effectiveness set forth in the Plan, the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases. During the year ended December 31, 2018, the Company recorded an additional gain on the settlement of claims for $ 12.8 million related to certain unsecured claims.
Newly Adopted Accounting Standards
Financial Instruments - Credit Losses. In June 2016, the FASB issued Accounting Standards Update (ASU) 2016-13 (Topic 326) related to the measurement of credit losses on financial instruments. The new standard replaces the incurred loss methodology to record credit losses with a methodology that reflects the expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted the standard on January 1, 2020 using the modified retrospective approach. The Company will be required to use a forward-looking expected loss model for accounts receivables, loans and other financial instruments to record an allowance for the estimated contractual cash flows not expected to be collected. The Company has not restated comparative information for 2019 and no adjustments to retained earnings were necessary as a result of adopting Topic 326.
Effective January 1, 2020, the Company recognizes an allowance for credit losses for financial assets carried at amortized cost to present the net amount expected to be collected as of the balance sheet date. Such allowance is based on the credit losses expected to arise over the life of the asset (contractual term) which includes consideration of prepayments and is based on the Company’s expectations as of the balance sheet date.
Assets are written off when the Company determines that such financial assets are deemed uncollectible. Write-offs are recognized as deductions from the allowance for credit losses. Expected recoveries of amounts previously written off, not to exceed the aggregate of the amount previously written off, are included in determining the necessary reserve at the balance sheet date.
The Company pools its accounts receivable based on similar risk characteristics in estimating its expected credit losses. The Company also continuously evaluates such pooling decisions and adjusts as needed from period to period as risk characteristics change.
Fair Value Measurement. In August 2018, the FASB issued ASU 2018-13, which amended the fair value measurement guidance by removing and modifying certain disclosure requirements, while also adding new disclosure requirements. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted the disclosure requirements effective January 1, 2020.
Compensation - Retirement Benefits. In August 2018, the FASB issued ASU 2018-14 to add, remove and clarify disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The Company adopted the disclosure requirements effective January 1, 2020.
Peabody Energy Corporation 2020 Form 10-K
F-11
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Income Taxes. In December 2019, the FASB issued ASU 2019-12 as part of its effort to reduce the complexity of accounting standards. The ASU enhances and simplifies various aspects of the income tax accounting guidance in ASC 740, including requirements related to (1) hybrid tax regimes, (2) the tax basis step-up in goodwill obtained in a transaction that is not a business combination, (3) separate financial statements of entities not subject to tax, (4) the intraperiod tax allocation exception to the incremental approach, (5) recognition of a deferred tax liability after an investor in a foreign entity transitions to or from the equity method of accounting, (6) interim-period accounting for enacted changes in tax law and (7) the year-to-date loss limitation in interim-period tax accounting. ASU 2019-12 is effective on January 1, 2021 for calendar year-end public companies and early adoption is permitted. The Company elected to early adopt ASU 2019-12 in the third quarter of 2020 and apply the guidance to the beginning of the annual period, effective January 1, 2020. The singular current year impact of the adoption of this ASU is related to the intraperiod tax allocation exception. Under this new guidance, the Company is no longer required to allocate income tax benefit to continuing operations to offset the tax effect of other comprehensive income in situations where there is a loss from continuing operations and income in all other sources of income. Under the predecessor accounting guidance, the Company would have recorded approximately $ 38 million of incremental income tax benefit in continuing operations with an offsetting income tax expense in other comprehensive income.
Accounting Standards Not Yet Implemented
Equity Method Investments. In January 2020, the FASB issued ASU 2020-01, which clarifies the interactions between ASC 321, ASC 323 and ASC 815. The new guidance addresses accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments. ASU 2020-01 is effective on January 1, 2021 for calendar year-end public companies and early adoption is permitted. The Company plans to adopt the requirements effective January 1, 2021.
Effects of Reference Rate Reform. In March 2020, ASU 2020-04 was issued, which provides optional guidance for a limited period of time to ease the potential burden on accounting for contract modifications caused by reference rate reform. This guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The guidance may be adopted over time as reference rate reform activities occur and should be applied on a prospective basis. The Company is still completing its evaluation of the impact of ASU 2020-04 and plans to elect optional expedients as reference rate reform activities occur. While the Company is still evaluating, it does not expect the guidance to have a material impact on its consolidated financial statements or disclosures.
Revenues
The majority of the Company’s revenue is derived from the sale of coal under long-term coal supply agreements (those with initial terms of one year or longer and which often include price reopener and/or extension provisions) and contracts with terms of less than one year, including sales made on a spot basis. The Company’s revenue from coal sales is realized and earned when control passes to the customer. Under the typical terms of the Company’s coal supply agreements, title and risk of loss transfer to the customer at the mine or port, where coal is loaded to the transportation sources that serve the Company’s mines. The Company incurs certain “add-on” taxes and fees on coal sales. Reported coal sales include taxes and fees charged by various federal and state governmental bodies and the freight charged on destination customer contracts.
The Company’s seaborne operating platform is primarily export focused with customers spread across several countries, with a portion of the thermal and metallurgical coal sold within Australia. Generally, revenues from individual countries vary year by year based on electricity and steel demand, the strength of the global economy, governmental policies and several other factors, including those specific to each country. A majority of these sales are executed through annual and multi-year international coal supply agreements that contain provisions requiring both parties to renegotiate pricing periodically. Industry commercial practice, and the Company’s typical practice, is to negotiate pricing for seaborne thermal coal contracts on an annual, spot or index basis and seaborne metallurgical coal contracts on a quarterly, spot or index basis. The portion of sales volume under contracts with a duration of less than one year has increased in recent years. In the case of periodically negotiated pricing, the Company may deliver coal under provisional pricing until a final agreed-upon price is determined. The resulting make-whole settlements are recognized when reasonably estimable.
Peabody Energy Corporation 2020 Form 10-K
F-12
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company’s U.S. thermal operating platform primarily sells thermal coal to electric utilities in the U.S. under long-term contracts, with a portion sold into the seaborne markets as conditions warrant. A significant portion of the coal production from the U.S. thermal mining segments is sold under existing long-term supply agreements. Certain customers of those segments utilize long-term sales agreements in recognition of the importance of reliability, service and predictable coal prices to their operations. The terms of coal supply agreements result from competitive bidding and extensive negotiations with customers. Consequently, the terms of those agreements may vary in many respects, including price adjustment features, price reopener terms, coal quality requirements, quantity parameters, permitted sources of supply, treatment of environmental constraints, extension options, force majeure and termination and assignment provisions.
Contract pricing is set forth on a per ton basis, and revenue is generally recorded as the product of price and volume delivered. Many of the Company’s coal supply agreements contain provisions that permit the parties to adjust the contract price upward or downward at specified times. These contract prices may be adjusted based on inflation or deflation and/or changes in the factors affecting the cost of producing coal, such as taxes, fees, royalties and changes in the laws regulating the mining, production, sale or use of coal. In a limited number of contracts, failure of the parties to agree on a price under those provisions may allow either party to terminate the contract. The Company sometimes experiences a reduction in coal prices in new long-term coal supply agreements replacing some of its expiring contracts. Coal supply agreements also typically contain force majeure provisions allowing temporary suspension of performance by the Company or the customer during the duration of specified events beyond the control of the affected party. Most of the coal supply agreements contain provisions requiring the Company to deliver coal meeting quality thresholds for certain characteristics such as Btu, sulfur content, ash content, grindability and ash fusion temperature. Failure to meet these specifications could result in economic penalties, including price adjustments, the rejection of deliveries or termination of the contracts. Moreover, some of these agreements allow the Company’s customers to terminate their contracts in the event of changes in regulations affecting the industry that restrict the use or type of coal permissible at the customer’s plant or increase the price of coal beyond specified limits.
Additional revenues may include gains and losses related to mark-to-market adjustments from economic hedge activities intended to hedge future coal sales, revenues from customer contract-related payments and other insignificant items including royalties related to coal lease agreements, sales agency commissions, farm income and property and facility rentals. Royalty income generally results from the lease or sublease of mineral rights to third parties, with payments based upon a percentage of the selling price or an amount per ton of coal produced.
Discontinued Operations
The Company classifies items within discontinued operations in the consolidated financial statements when the operations and cash flows of a particular component of the Company have been (or will be) eliminated from the ongoing operations of the Company as a result of a disposal (by sale or otherwise) and represents a strategic shift that has (or will have) a major effect on the entity’s operations and financial results. Refer to Note 4. “Discontinued Operations” for additional details related to discontinued operations.
Assets and Liabilities Held for Sale
The Company classifies assets and liabilities (disposal groups) to be sold as held for sale in the period in which all of the following criteria are met: management, having the authority to approve the action, commits to a plan to sell the disposal group; the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal groups; an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated; the sale of the disposal group is probable, and transfer of the disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond the Company's control extend the period of time required to sell the disposal group beyond one year; the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
The Company initially measures a disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a disposal group until the date of sale. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the carrying value of the disposal group at the time it was initially classified as held for sale.
Peabody Energy Corporation 2020 Form 10-K
F-13
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Upon determining that a disposal group meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group, if material, in the line items assets held for sale and liabilities held for sale in the consolidated balance sheets.
Cash and Cash Equivalents
Cash and cash equivalents are stated at cost, which approximates fair value. Cash equivalents consist of highly liquid investments with original maturities of three months or less.
Accounts Receivable
The timing of revenue recognition, billings and cash collections results in accounts receivable from customers. Customers are invoiced as coal is shipped or at periodic intervals in accordance with contractual terms. Invoices typically include customary adjustments for the resolution of price variability related to prior shipments, such as coal quality thresholds. Payments are generally received within thirty days of invoicing.
Inventories
Coal is reported as inventory at the point in time the coal is extracted from the mine. Raw coal represents coal stockpiles that may be sold in current condition or may be further processed prior to shipment to a customer. Saleable coal represents coal stockpiles which require no further processing prior to shipment to a customer.
Coal inventory is valued at the lower of average cost or net realizable value. Coal inventory costs include labor, supplies, equipment (including depreciation thereto) and operating overhead and other related costs incurred at or on behalf of the mining location. Net realizable value considers the projected future sales price of the particular coal product, less applicable selling costs and, in the case of raw coal, estimated remaining processing costs. The valuation of coal inventory is subject to several additional estimates, including those related to ground and aerial surveys used to measure quantities and processing recovery rates.
Materials and supplies inventory is valued at the lower of average cost or net realizable value, less a reserve for obsolete or surplus items. This reserve incorporates several factors, such as anticipated usage, inventory turnover and inventory levels.
Property, Plant, Equipment and Mine Development
Property, plant, equipment and mine development are recorded at cost. Interest costs applicable to major asset additions are capitalized during the construction period. There was no capitalized interest in any of the periods presented. Expenditures which extend the useful lives of existing plant and equipment assets are capitalized. Maintenance and repairs are charged to operating costs as incurred. Costs incurred to develop coal mines or to expand the capacity of operating mines are capitalized. Maintenance and repair costs incurred to maintain current production capacity at a mine are charged to operating costs as incurred. Costs to acquire computer hardware and the development and/or purchase of software for internal use are capitalized and depreciated over the estimated useful lives.
Coal reserves are recorded at cost, or at fair value in the case of nonmonetary exchanges of reserves or business acquisitions.
Depletion of coal reserves and amortization of advance royalties are computed using the units-of-production method utilizing only proven and probable reserves (as adjusted for recoverability factors) in the depletion base. Mine development costs are principally amortized over the estimated lives of the mines using the straight-line method. Depreciation of plant and equipment is computed using the straight-line method over the shorter of the asset’s estimated useful life or the life of the mine. The estimated useful lives by category of assets are as follows:
Years
Building and improvements up to 32
Machinery and equipment 1 - 15
Leasehold improvements Shorter of Useful Life or Remaining Life of Lease
The Company leases coal reserves under agreements that require royalties to be paid as the coal is mined. Certain agreements also require minimum annual royalties to be paid regardless of the amount of coal mined during the year. Total royalty expense was $ 214.7 million, $ 388.6 million and $ 474.3 million for the years ended December 31, 2020, 2019 and 2018, respectively.
Peabody Energy Corporation 2020 Form 10-K
F-14
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
A substantial amount of the coal mined by the Company is produced from mineral reserves leased from the owner. One of the major lessors is the U.S. government, from which the Company leases substantially all of the coal it mines in Wyoming under terms set by Congress and administered by the U.S. Bureau of Land Management. These leases are generally for an initial term of ten years but may be extended by diligent development and mining of the reserves until all economically recoverable reserves are depleted. The Company has met the diligent development requirements for substantially all of these federal leases either directly through production, by including the lease as a part of a logical mining unit with other leases upon which development has occurred or by paying an advance royalty in lieu of continued operations. Annual production on these federal leases must total at least 1.0 % of the leased reserve or the original amount of coal in the entire logical mining unit in which the leased reserve resides. In addition, royalties are payable monthly at a rate of 12.5 % of the gross realization from the sale of the coal mined using surface mining methods and at a rate of 8.0 % of the gross realization for coal produced using underground mining methods.
The remainder of the leased coal is generally leased from state governments, land holding companies and various individuals. The duration of these leases varies greatly. Typically, the lease terms are automatically extended as long as active mining continues. Royalty payments are generally based upon a specified rate per ton or a percentage of the gross realization from the sale of the coal.
Mining and exploration in Australia is generally conducted under leases, licenses or permits granted by the relevant state government. Mining and exploration licenses and their associated environmental protection approvals (granted by the state government, and in some cases also the federal government) contain conditions relating to such matters as minimum annual expenditures, environmental compliance, protection of flora and fauna, restoration and rehabilitation. Royalties are paid to the state government as a percentage of the sales price (less certain allowable deductions in some cases). Generally, landowners do not own the mineral rights or have the ability to grant rights to mine those minerals. These rights are retained by the state government. Compensation is often payable to landowners, occupiers and Aboriginal traditional owners with residual native title rights and interests for the loss of access to the land from the proposed mining activities. The amount and type of compensation and the ability to proceed to grant of a mining tenement may be determined by agreement or court determination, as provided by law.
Leases
The Company determines if an arrangement is a lease at inception. Right-of-use (ROU) assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. For the purpose of calculating such present values, lease payments include components that vary based upon an index or rate, using the prevailing index or rate at the commencement date, and exclude components that vary based upon other factors. As most of its leases do not contain a readily determinable implicit rate, the Company uses its incremental borrowing rate at commencement to determine the present value of lease payments. The Company does not separate lease components (i.e., fixed payments including rent, real estate taxes and insurance costs) from non-lease components (i.e., common-area maintenance) and recognizes them as a single lease component for the majority of asset classes. Variable lease payments not included within lease contracts are expensed as incurred. The Company's leases may include options to extend or terminate the lease, and such options are reflected in the term when their exercise is reasonably certain. Lease expense is recognized on a straight-line basis over the lease term. For certain equipment leases, the Company applies a portfolio approach to effectively account for the operating lease ROU assets and liabilities.
Equity Investments
The Company applies the equity method to investments in joint ventures when it has the ability to exercise significant influence over the operating and financial policies of the joint venture. Investments accounted for under the equity method are initially recorded at cost and any difference between the cost of the Company’s investment and the underlying equity in the net assets of the joint venture at the investment date is amortized over the lives of the related assets that gave rise to the difference. The Company’s pro-rata share of the operating results of joint ventures and basis difference amortization is reported in the consolidated statements of operations in “Loss (income) from equity affiliates.” Similarly, the Company’s pro-rata share of the cumulative foreign currency translation adjustment of its equity method investments whose functional currency is not the U.S. dollar is reported in the consolidated balance sheets as a component of “Accumulated other comprehensive income,” with periodic changes thereto reflected in the consolidated statements of comprehensive income.
Peabody Energy Corporation 2020 Form 10-K
F-15
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company monitors its equity method investments for indicators that a decrease in investment value has occurred that is other than temporary. Examples of such indicators include a sustained history of operating losses and adverse changes in earnings and cash flow outlook. In the absence of quoted market prices for an investment, discounted cash flow projections are used to assess fair value, the underlying assumptions to which are generally considered unobservable Level 3 inputs under the fair value hierarchy. If the fair value of an investment is determined to be below its carrying value and that loss in fair value is deemed other than temporary, an impairment loss is recognized. No such impairment losses were recorded in any period presented.
For the remaining investments, the Company will adjust the carrying value of its investments to fair value based on observable market transactions. The Company also monitors such investments for indicators of impairment should no observable market transactions exist. Refer to Note 3. “Asset Impairment” for details regarding an impairment loss of $ 9.0 million recorded during the year ended December 31, 2019 related to an investment in an equity security. No such impairment losses were recorded during the years ended December 31, 2020 or 2018.
Asset Retirement Obligations
The Company’s asset retirement obligation (ARO) liabilities primarily consist of spending estimates for surface land reclamation and support facilities at both surface and underground mines in accordance with applicable reclamation laws and regulations in the U.S. and Australia as defined by each mining permit.
The Company estimates its ARO liabilities for final reclamation and mine closure based upon detailed engineering calculations of the amount and timing of the future cash spending for a third party to perform the required work. Spending estimates are escalated for inflation and then discounted at the credit-adjusted, risk-free rate. The Company records an ARO asset associated with the discounted liability for final reclamation and mine closure. The obligation and corresponding asset are recognized in the period in which the liability is incurred. The ARO asset is amortized on the units-of-production method over its expected life and the ARO liability is accreted to the projected spending date. As changes in estimates occur (such as mine plan revisions, changes in estimated costs or changes in timing of the performance of reclamation activities), the revisions to the obligation and asset are recognized at the appropriate credit-adjusted, risk-free rate. The Company also recognizes an obligation for contemporaneous reclamation liabilities incurred as a result of surface mining. Contemporaneous reclamation consists primarily of grading, topsoil replacement and re-vegetation of backfilled pit areas.
Contingent Liabilities
From time to time, the Company is subject to legal and environmental matters related to its continuing and discontinued operations and certain historical, non-coal producing operations. In connection with such matters, the Company is required to assess the likelihood of any adverse judgments or outcomes, as well as potential ranges of probable losses.
A determination of the amount of reserves required for these matters is made after considerable analysis of each individual issue. The Company accrues for legal and environmental matters within “Operating costs and expenses” when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company provides disclosure surrounding loss contingencies when it believes that it is at least reasonably possible that a material loss may be incurred or an exposure to loss in excess of amounts already accrued may exist. Adjustments to contingent liabilities are made when additional information becomes available that affects the amount of estimated loss, which information may include changes in facts and circumstances, changes in interpretations of law in the relevant courts, the results of new or updated environmental remediation cost studies and the ongoing consideration of trends in environmental remediation costs.
Accrued contingent liabilities exclude claims against third parties and are not discounted. The current portion of these accruals is included in “Accounts payable and accrued expenses” and the long-term portion is included in “Other noncurrent liabilities” in the consolidated balance sheets. In general, legal fees related to environmental remediation and litigation are charged to expense. The Company includes the interest component of any litigation-related penalties within “Interest expense” in the consolidated statements of operations.
Peabody Energy Corporation 2020 Form 10-K
F-16
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Income Taxes
Income taxes are accounted for using a balance sheet approach. The Company accounts for deferred income taxes by applying statutory tax rates in effect at the reporting date of the balance sheet to differences between the book and tax basis of assets and liabilities. A valuation allowance is established if it is “more likely than not” that the related tax benefits will not be realized. Significant weight is given to evidence that can be objectively verified including history of tax attribute expiration and cumulative income or loss. In determining the appropriate valuation allowance, the Company considers the projected realization of tax benefits based on expected levels of future taxable income, available tax planning strategies, reversals of existing taxable temporary differences and taxable income in carryback years.
The Company recognizes the tax benefit from uncertain tax positions only if it is “more likely than not” the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. To the extent the Company’s assessment of such tax positions changes, the change in estimate will be recorded in the period in which the determination is made. Tax-related interest and penalties are classified as a component of income tax expense.
Postretirement Health Care and Life Insurance Benefits
The Company accounts for postretirement benefits other than pensions by accruing the costs of benefits to be provided over the employees’ period of active service. These costs are determined on an actuarial basis. The Company’s consolidated balance sheets reflect the accumulated postretirement benefit obligations of its postretirement benefit plans. The Company accounts for changes in its postretirement benefit obligations as a settlement when an irrevocable action has been effected that relieves the Company of its actuarially-determined liability to individual plan participants and removes substantial risk surrounding the nature, amount and timing of the obligation’s funding and the assets used to effect the settlement. The Company records amounts attributable to actuarial valuation changes currently in earnings rather than recording such amounts within accumulated other comprehensive income and amortizing to expense over applicable time periods. See Note 15. “Postretirement Health Care and Life Insurance Benefits” for information related to postretirement benefits.
Pension Plans
The Company sponsors non-contributory defined benefit pension plans accounted for by accruing the cost to provide the benefits over the employees’ period of active service. These costs are determined on an actuarial basis. The Company’s consolidated balance sheets reflect the funded status of the defined benefit pension plans. The Company records amounts attributable to actuarial valuation changes currently in earnings rather than recording such amounts within accumulated other comprehensive income and amortizing to expense over applicable time periods. See Note 16. “Pension and Savings Plans” for information related to pension plans.
Restructuring Activities
From time to time, the Company initiates restructuring activities in connection with its repositioning efforts to appropriately align its cost structure or optimize its coal production relative to prevailing market conditions. Costs associated with restructuring actions can include early mine closures, voluntary and involuntary workforce reductions, office closures and other related activities. Costs associated with restructuring activities are recognized in the period incurred.
Included as a component of “Restructuring charges” in the Company’s consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018 were aggregate restructuring charges of $ 37.9 million, $ 24.3 million and $ 1.2 million, respectively, primarily associated with voluntary and involuntary workforce reductions. As of December 31, 2020, a $ 2.4 million accrual for restructuring charges remained in “Accounts payable and accrued expenses,” which is expected to be paid in the first quarter of 2021.
Derivatives
The Company recognizes at fair value all contracts meeting the definition of a derivative as assets or liabilities in the consolidated balance sheets, with the exception of certain coal trading contracts for which the Company has elected to apply a normal purchases and normal sales exception.
Peabody Energy Corporation 2020 Form 10-K
F-17
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
With respect to derivatives used in hedging activities, the Company assesses at hedge inception whether such derivatives are highly effective at offsetting the changes in the anticipated exposure of the hedged item. The change in the fair value of derivatives designated as a cash flow hedge is recorded in “Accumulated other comprehensive income” in the consolidated balance sheets until the hedged transaction impacts reported earnings, at which time any gain or loss is reclassified to earnings. If the hedge ceases to qualify for hedge accounting, the Company prospectively recognizes changes in the fair value of the instrument in earnings in the period of the change. Gains or losses from derivative financial instruments designated as fair value hedges are recognized immediately in earnings, along with the offsetting gain or loss related to the underlying hedged item.
The Company’s asset and liability derivative positions are offset on a counterparty-by-counterparty basis if the contractual agreement provides for the net settlement of contracts with the counterparty in the event of default or termination of any one contract.
Non-derivative contracts and derivative contracts for which the Company has elected to apply the normal purchases and normal sales exception are accounted for on an accrual basis.
Business Combinations
The Company accounts for business combinations using the purchase method of accounting. The purchase method requires the Company to determine the fair value of all acquired assets, including identifiable intangible assets and all assumed liabilities. The total cost of acquisitions is allocated to the underlying identifiable net assets, based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and the utilization of independent valuation experts, and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates and asset lives, among other items.
Impairment of Long-Lived Assets
The Company evaluates its long-lived assets held and used in operations for impairment as events and changes in circumstances indicate that the carrying amount of such assets might not be recoverable. Factors that would indicate potential impairment to be present include, but are not limited to, a sustained history of operating or cash flow losses, an unfavorable change in earnings and cash flow outlook, prolonged adverse industry or economic trends and a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition. The Company generally does not view short-term declines in thermal and metallurgical coal prices as a triggering event for conducting impairment tests because of historic price volatility. However, the Company generally does view a sustained trend of depressed coal pricing (for example, over periods exceeding one year) as an indicator of potential impairment. Because of the volatile and cyclical nature of coal prices and demand, it is reasonably possible that coal prices may decrease and/or fail to improve in the near term, which, absent sufficient mitigation such as an offsetting reduction in the Company’s operating costs, may result in the need for future adjustments to the carrying value of the Company’s long-lived mining assets and mining-related investments.
Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. For its active mining operations, the Company generally groups such assets at the mine level, or the mining complex level for mines that share infrastructure, with the exception of impairment evaluations triggered by mine closures. In those cases involving mine closures, the related assets are evaluated at the individual asset level for remaining economic life based on transferability to ongoing operating sites or for expected salvage. For its development and exploration properties and portfolio of surface land and coal reserve holdings, the Company considers several factors to determine whether to evaluate those assets individually or on a grouped basis for purposes of impairment testing. Such factors include geographic proximity to one another, the expectation of shared infrastructure upon development based on future mining plans and whether it would be most advantageous to bundle such assets in the event of sale to a third party.
Peabody Energy Corporation 2020 Form 10-K
F-18
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
When indicators of impairment are present, the Company evaluates its long-lived assets for recoverability by comparing the estimated undiscounted cash flows expected to be generated by those assets under various assumptions to their carrying amounts. If such undiscounted cash flows indicate that the carrying value of the asset group is not recoverable, impairment losses are measured by comparing the estimated fair value of the asset group to its carrying amount. As quoted market prices are unavailable for the Company’s individual mining operations, fair value is determined through the use of an expected present value technique based on the income approach, except for non-strategic coal reserves, surface lands and undeveloped coal properties excluded from the Company’s long-range mine planning. In those cases, a market approach is utilized based on the most comparable market multiples available. The estimated future cash flows and underlying assumptions used to assess recoverability and, if necessary, measure the fair value of the Company’s long-lived mining assets are derived from those developed in connection with the Company’s planning and budgeting process. The Company believes its assumptions to be consistent with those a market participant would use for valuation purposes. The most critical assumptions underlying the Company’s projections and fair value estimates include those surrounding future tons sold, coal prices for unpriced coal, production costs (including costs for labor, commodity supplies and contractors), transportation costs, foreign currency exchange rates and a risk-adjusted, cost of capital (all of which generally constitute unobservable Level 3 inputs under the fair value hierarchy), in addition to market multiples for non-strategic coal reserves, surface lands and undeveloped coal properties excluded from the Company’s long-range mine planning (which generally constitute Level 2 inputs under the fair value hierarchy).
Refer to Note 3. “Asset Impairment” for details regarding impairment charges related to long-lived assets of $ 1,487.4 million and $ 261.2 million recognized during the years ended December 31, 2020 and 2019, respectively. There were no impairment charges related to long-lived assets during the year ended December 31, 2018.
Fair Value
For assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements, the Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Foreign Currency
Functional currency is determined by the primary economic environment in which an entity operates, which for the Company’s foreign operations is generally the U.S. dollar because sales prices in international coal markets and the Company’s sources of financing those operations are denominated in that currency. Accordingly, substantially all of the Company’s consolidated foreign subsidiaries utilize the U.S. dollar as their functional currency. Monetary assets and liabilities are remeasured at year-end exchange rates while non-monetary items are remeasured at historical rates. Income and expense accounts are remeasured at the average rates in effect during the year, except for those expenses related to balance sheet amounts that are remeasured at historical exchange rates. Gains and losses from foreign currency remeasurement related to tax balances are included as a component of “Income tax provision,” while all other remeasurement gains and losses are included in “Operating costs and expenses” in the consolidated statements of operations. The total impact of foreign currency remeasurement on the consolidated statements of operations was a net loss of $ 4.0 million and $ 2.7 million for the years ended December 31, 2020 and 2019, respectively, and a net gain of $ 1.4 million for the year ended December 31, 2018.
The Company owns a 50 % equity interest in Middlemount Coal Pty Ltd. (Middlemount), which owns the Middlemount Mine in Queensland, Australia. Middlemount utilizes the Australian dollar as its functional currency. Accordingly, the assets and liabilities of that equity investee are translated to U.S. dollars at the year-end exchange rate and income and expense accounts are translated at the average rate in effect during the year. The Company’s pro-rata share of the translation gains and losses of the equity investee are recorded as a component of “Accumulated other comprehensive income” in the consolidated balance sheets. Australian dollar denominated stockholder loans to the Middlemount Mine, which are long term in nature, are considered part of the Company’s net investment in that operation. Accordingly, foreign currency gains or losses on those loans are recorded as a component of foreign currency translation adjustment. The Company recorded foreign currency translation gains of $ 6.1 million and $ 0.2 million for the years ended December 31, 2020 and 2019, respectively, and a loss of $ 5.9 million for the year ended December 31, 2018.
Share-Based Compensation
The Company accounts for share-based compensation at the grant date fair value of awards and recognizes the related expense over the service period of the awards. See Note 18. “Share-Based Compensation” for information related to share-based compensation.
Peabody Energy Corporation 2020 Form 10-K
F-19
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Exploration and Drilling Costs
Exploration expenditures are charged to operating costs as incurred, including costs related to drilling and study costs incurred to convert or upgrade mineral resources to reserves.
Advance Stripping Costs
Pre-production. At existing surface operations, additional pits may be added to increase production capacity in order to meet customer requirements. These expansions may require significant capital to purchase additional equipment, expand the workforce, build or improve existing haul roads and create the initial pre-production box cut to remove overburden (that is, advance stripping costs) for new pits at existing operations. If these pits operate in a separate and distinct area of the mine, the costs associated with initially uncovering coal (that is, advance stripping costs incurred for the initial box cuts) for production are capitalized and amortized over the life of the developed pit consistent with coal industry practices.
Post-production. Advance stripping costs related to post-production are expensed as incurred. Where new pits are routinely developed as part of a contiguous mining sequence, the Company expenses such costs as incurred. The development of a contiguous pit typically reflects the planned progression of an existing pit, thus maintaining production levels from the same mining area utilizing the same employee group and equipment.
Use of Estimates in the Preparation of the Consolidated Financial Statements
These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the U.S. (U.S. GAAP). In doing so, estimates and assumptions are made that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates are based on historical experience and on various other assumptions deemed reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The Company’s actual results may differ materially from these estimates. Significant estimates inherent in the preparation of these consolidated financial statements include, but are not limited to, accounting for sales and cost recognition, postretirement benefit plans, environmental receivables and liabilities, asset retirement obligations, evaluation of long-lived assets for impairment, income taxes including deferred tax assets, fair value measurements and contingencies.
(2) Revenue Recognition
Disaggregation of Revenues
Revenue by product type and market is set forth in the following tables. With respect to its seaborne mining segments, the Company classifies as “Export” certain revenue from domestically-delivered coal under contracts in which the price is derived on a basis similar to export contracts.
Year Ended December 31, 2020
Seaborne Thermal Mining Seaborne Metallurgical Mining Powder River Basin Mining Other U.S. Thermal Mining Corporate and Other (1)
Consolidated
(Dollars in millions)
Thermal coal
Domestic $ 145.5 $ — $ 993.9 $ 675.2 $ — $ 1,814.6
Export 564.8 — — — — 564.8
Total thermal 710.3 — 993.9 675.2 — 2,379.4
Metallurgical coal
Export — 484.3 — — — 484.3
Total metallurgical — 484.3 — — — 484.3
Other 1.5 2.2 ( 2.8 ) 32.1 ( 15.6 ) 17.4
Revenues $ 711.8 $ 486.5 $ 991.1 $ 707.3 $ ( 15.6 ) $ 2,881.1
Peabody Energy Corporation 2020 Form 10-K
F-20
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Year Ended December 31, 2019
Seaborne Thermal Mining Seaborne Metallurgical Mining Powder River Basin Mining Other U.S. Thermal Mining Corporate and Other (1)
Consolidated
(Dollars in millions)
Thermal coal
Domestic $ 147.9 $ — $ 1,208.9 $ 1,274.2 $ — $ 2,631.0
Export 822.4 — — 11.3 — 833.7
Total thermal 970.3 — 1,208.9 1,285.5 — 3,464.7
Metallurgical coal
Export — 1,030.0 — — — 1,030.0
Total metallurgical — 1,030.0 — — — 1,030.0
Other 1.4 3.1 19.8 23.9 80.5 128.7
Revenues $ 971.7 $ 1,033.1 $ 1,228.7 $ 1,309.4 $ 80.5 $ 4,623.4
Year Ended December 31, 2018
Seaborne Thermal Mining Seaborne Metallurgical Mining Powder River Basin Mining Other U.S. Thermal Mining Corporate and Other (1)
Consolidated
(Dollars in millions)
Thermal coal
Domestic $ 153.0 $ — $ 1,424.8 $ 1,342.5 $ — $ 2,920.3
Export 945.0 — — 23.4 — 968.4
Total thermal 1,098.0 — 1,424.8 1,365.9 — 3,888.7
Metallurgical coal
Export — 1,548.6 — — — 1,548.6
Total metallurgical — 1,548.6 — — — 1,548.6
Other 1.2 4.4 — 27.1 111.8 144.5
Revenues $ 1,099.2 $ 1,553.0 $ 1,424.8 $ 1,393.0 $ 111.8 $ 5,581.8
Peabody Energy Corporation 2020 Form 10-K
F-21
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Revenue by initial contract duration was as follows:
Year Ended December 31, 2020
Seaborne Thermal Mining Seaborne Metallurgical Mining Powder River Basin Mining Other U.S. Thermal Mining Corporate and Other (1)
Consolidated
(Dollars in millions)
One year or longer $ 349.2 $ 371.0 $ 945.0 $ 671.4 $ — $ 2,336.6
Less than one year 361.1 113.3 48.9 3.8 — 527.1
Other (2)
1.5 2.2 ( 2.8 ) 32.1 ( 15.6 ) 17.4
Revenues $ 711.8 $ 486.5 $ 991.1 $ 707.3 $ ( 15.6 ) $ 2,881.1
Year Ended December 31, 2019
Seaborne Thermal Mining Seaborne Metallurgical Mining Powder River Basin Mining Other U.S. Thermal Mining Corporate and Other (1)
Consolidated
(Dollars in millions)
One year or longer $ 589.2 $ 828.6 $ 1,087.6 $ 1,254.2 $ — $ 3,759.6
Less than one year 381.1 201.4 121.3 31.3 — 735.1
Other (2)
1.4 3.1 19.8 23.9 80.5 128.7
Revenues $ 971.7 $ 1,033.1 $ 1,228.7 $ 1,309.4 $ 80.5 $ 4,623.4
Year Ended December 31, 2018
Seaborne Thermal Mining Seaborne Metallurgical Mining Powder River Basin Mining Other U.S. Thermal Mining Corporate and Other (1)
Consolidated
(Dollars in millions)
One year or longer $ 799.5 $ 1,036.7 $ 1,283.9 $ 1,307.2 $ — $ 4,427.3
Less than one year 298.5 511.9 140.9 58.7 — 1,010.0
Other (2)
1.2 4.4 — 27.1 111.8 144.5
Revenues $ 1,099.2 $ 1,553.0 $ 1,424.8 $ 1,393.0 $ 111.8 $ 5,581.8
(1) Corporate and Other revenue includes gains and losses related to mark-to-market adjustments from economic hedge activities intended to hedge future coal sales. Refer to Note 7. “Derivatives and Fair Value Measurements” for additional information regarding the economic hedge activities.
(2) Other includes revenues from arrangements such as customer contract-related payments associated with volume shortfalls, royalties related to coal lease agreements, sales agency commissions, farm income and property and facility rentals, for which contract duration is not meaningful.
Committed Revenue from Contracts with Customers
The Company expects to recognize revenue subsequent to December 31, 2020 of approximately $ 3.5 billion related to contracts with customers in which volumes and prices per ton were fixed or reasonably estimable at December 31, 2020. Approximately 46 % of such amount is expected to be recognized over the next twelve months and the remainder thereafter. Actual revenue related to such contracts may differ materially for various reasons, including price adjustment features for coal quality and cost escalations, volume optionality provisions and potential force majeure events. This estimate of future revenue does not include any revenue related to contracts with variable prices per ton that cannot be reasonably estimated, such as the majority of seaborne metallurgical and seaborne thermal coal contracts where pricing is negotiated or settled quarterly or annually.
Accounts Receivable
“Accounts receivable, net” at December 31, 2020 and 2019 consisted of the following:
December 31,
2020 2019
(Dollars in millions)
Trade receivables, net $ 180.9 $ 283.1
Miscellaneous receivables, net 63.9 46.4
Accounts receivable, net $ 244.8 $ 329.5
Peabody Energy Corporation 2020 Form 10-K
F-22
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Trade receivables, net included no allowance for credit losses as of both December 31, 2020 and 2019. Miscellaneous receivables, net included no allowance for credit losses as of both December 31, 2020 and 2019. No charges for credit losses were recognized during the year ended December 31, 2020. Included in “Operating costs and expenses” in the consolidated statements of operations were reductions of previously recorded credit losses of $ 4.4 million and $ 0.2 million for the years ended December 31, 2019 and 2018, respectively.
(3) Asset Impairment
During the year ended December 31, 2020, the Company recognized impairment charges of $ 1,418.1 million related to its North Antelope Rochelle Mine of the Powder River Basin Mining segment. Of this amount, $ 1,393.7 million related to the property, plant, equipment and mine development assets; $ 19.9 million related to operating lease right-of-use assets; and $ 4.5 million related to contract-based intangible assets. The outlook for the North Antelope Rochelle Mine has been negatively impacted by the accelerated decline of coal-fired electricity generation in the U.S., driven by the reduced utilization of plants and plant retirements, sustained low natural gas pricing and the increased use of renewable energy sources. These factors have led to the expectation of reduced future sales volumes. The impairment charge was based upon the remaining estimated discounted cash flows of the mine. Such cash flows were based upon estimates which generally constitute unobservable Level 3 inputs under the fair value hierarchy, including, but not limited to, future tons sold, coal prices for unpriced coal, production costs (including costs for labor, commodity supplies and contractors), transportation costs and a risk-adjusted cost of capital. During the year ended December 31, 2020, the Company also recognized impairment charges of $ 69.3 million related to certain unassigned coal reserves in the Midwest due to their low probability of development.
During the year ended December 31, 2019, the Company recognized impairment charges of $ 192.0 million related to the El Segundo/Lee Ranch and Wildcat Hills Underground Mines of the Other U.S. Thermal Mining segment based upon the expectation of reduced sales volumes and uncertainty over remaining economic mine lives. The related impairment charges were based upon the remaining probability-weighted discounted cash flows of those mines. The Company also recognized impairment charges of $ 69.2 million related to certain unassigned coal reserves in the Midwest and Colorado due to their low probability of development, and $ 9.0 million related to the fair value of an investment in equity securities during the year ended December 31, 2019. No impairment charges were recognized during the year ended December 31, 2018.
In addition to the impairment charges described above, the Company also recorded provisions related to its North Goonyella Mine during the years ended December 31, 2019 and 2018, as further described in Note 20. “Other Events.”
The Company also identified certain assets with an aggregate carrying value of approximately $ 1.2 billion at December 31, 2020 in its Seaborne Metallurgical Mining, Powder River Basin Mining, Other U.S. Thermal Mining and Corporate and Other segments whose recoverability is most sensitive to coal pricing, cost pressures, customer demand, customer concentration risk and future economic viability. The Company conducted a review of those assets for recoverability as of December 31, 2020 and determined that no further impairment charges were necessary as of that date.
(4) Discontinued Operations
Discontinued operations include certain former Seaborne Thermal Mining and Other U.S. Thermal Mining segment assets that have ceased production and other previously divested legacy operations, including Patriot Coal Corporation and certain of its wholly-owned subsidiaries (Patriot).
Summarized Results of Discontinued Operations
Results from discontinued operations were as follows during the years ended December 31, 2020, 2019 and 2018:
Year Ended December 31,
2020 2019 2018
(Dollars in millions)
(Loss) income from discontinued operations, net of income taxes $ ( 14.0 ) $ 3.2 $ 18.1
There were no significant revenues from discontinued operations during the years ended December 31, 2020, 2019 and 2018.
Peabody Energy Corporation 2020 Form 10-K
F-23
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Liabilities of Discontinued Operations
Liabilities classified as discontinued operations included in the Company’s consolidated balance sheets were as follows:
December 31,
2020 2019
(Dollars in millions)
Liabilities:
Accounts payable and accrued expenses $ 62.3 $ 58.8
Other noncurrent liabilities 91.4 105.5
Total liabilities classified as discontinued operations $ 153.7 $ 164.3
Patriot-Related Matters
A significant portion of the liabilities in the table above relate to Patriot. In 2012, Patriot filed voluntary petitions for relief under the Bankruptcy Code. In 2013, the Company entered into a definitive settlement agreement (2013 Agreement) with Patriot and the United Mine Workers of America (UMWA), on behalf of itself, its represented Patriot employees and its represented Patriot retirees, to resolve all then-disputed issues related to Patriot’s bankruptcy. In May 2015, Patriot again filed voluntary petitions for relief under the Bankruptcy Code in the U.S. District Court for the Eastern District of Virginia and subsequently initiated a process to sell substantially all of its assets to qualified bidders. On October 9, 2015, Patriot’s bankruptcy court entered an order confirming Patriot’s plan of reorganization, which provided, among other things, for the sale of substantially all of Patriot’s assets to two different buyers.
Black Lung Occupational Disease Liabilities. Patriot had federal and state black lung occupational disease liabilities related to workers employed in periods prior to Patriot’s spin-off from the Company in 2007. Upon spin-off, Patriot indemnified the Company against any claim relating to these liabilities, which amounted to approximately $ 150 million at that time. The indemnification included any claim made by the U.S. Department of Labor (DOL) against the Company with respect to these obligations as a potentially liable operator under the Federal Coal Mine Health and Safety Act of 1969. The 2013 Agreement included Patriot’s affirmance of indemnities provided in the spin-off agreements, including the indemnity relating to such black lung liabilities; however, Patriot rejected this indemnity in its May 2015 bankruptcy.
By statute, the Company had secondary liability for the black lung liabilities related to Patriot’s workers employed by former subsidiaries of the Company. The Company’s accounting for the black lung liabilities related to Patriot is based on an interpretation of applicable statutes. Management believes that inconsistencies exist among the applicable statutes, regulations promulgated under those statutes and the DOL’s interpretative guidance. The Company has sought clarification from the DOL regarding these inconsistencies. The amount of these liabilities could be reduced in the future. Whether the Company will ultimately be required to fund certain of those obligations in the future as a result of Patriot’s May 2015 bankruptcy remains uncertain. The amount of the liability, which was determined on an actuarial basis based on the best information available to the Company was $ 90.1 million and $ 85.7 million at December 31, 2020 and 2019, respectively. In connection with the actuarial valuation, the Company recorded a mark-to-market adjustment of $ 4.2 million to increase the liability during the year ended December 31, 2020 and adjustments of $ 18.3 million and $ 33.7 million to decrease the liability during the years ended December 31, 2019 and 2018, respectively. While the Company has recorded a liability, it intends to review each claim on a case-by-case basis and contest liability estimates as appropriate. The amount of the Company’s recorded liability reflects only Patriot workers employed by former subsidiaries of the Company that are presently retired, disabled or otherwise not actively employed. The Company cannot reliably estimate the potential liabilities for Patriot’s workers employed by former subsidiaries of the Company that are presently active in the workforce because of the potential for such workers to continue to work for another coal operator that is a going concern.
Combined Benefit Fund (Combined Fund). The Combined Fund was created by the Coal Act in 1992 as a multi-employer plan to provide health care benefits to a closed group of retirees who last worked prior to 1976, as well as orphaned beneficiaries of bankrupt companies who were receiving benefits as orphans prior to the passage of the Coal Act. No new retirees will be added to this group, which includes retirees formerly employed by certain Patriot subsidiaries and their predecessors. Former employers are required to contribute to the Combined Fund according to a formula.
Peabody Energy Corporation 2020 Form 10-K
F-24
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Under the terms of the Patriot spin-off, Patriot was primarily liable to the Combined Fund for the approximately $ 40 million of its subsidiaries’ obligations at that time. Once Patriot ceased meeting its obligations, the Company was held responsible for these costs and, as a result, recorded “(Loss) income from discontinued operations, net of income taxes” charges of $ 0.5 million, $ 0.7 million and $ 0.7 million during the years ended December 31, 2020, 2019 and 2018, respectively. In connection with the actuarial valuation, the Company recorded mark-to-market adjustments of $ 0.9 million and $ 2.4 million to decrease the liability during the years ended December 31, 2020 and 2018, respectively, and an adjustment of $ 0.1 million to increase the liability during the year ended December 31, 2019. The Company made payments into the fund of $ 1.6 million, $ 1.9 million and $ 2.2 million during the years ended December 31, 2020, 2019 and 2018, respectively, and estimates that the annual cash cost to fund these potential Combined Fund liabilities will range between $ 1 million and $ 1.5 million in the near-term, with those premiums expected to decline over time because the fund is closed to new participants. The liability related to the fund was $ 13.2 million and $ 15.2 million at December 31, 2020 and 2019, respectively.
UMWA 1974 Pension Plan (UMWA Plan) Litigation. On July 16, 2015, a lawsuit was filed by the UMWA Plan, the UMWA 1974 Pension Trust (Trust) and the Trustees of the UMWA Plan and Trust (Trustees) in the United States District Court for the District of Columbia, against the Company, Peabody Holding Company, LLC, a subsidiary of the Company, and Arch Resources, Inc. (Arch), known as Arch Coal, Inc. prior to May 15, 2020. The plaintiffs sought, pursuant to the Employee Retirement Income Security Act of 1974, as amended (ERISA), and the Multiemployer Pension Plan Amendments Act of 1980, a declaratory judgment that the defendants were obligated to arbitrate any opposition to the Trustees’ determination that the defendants had statutory withdrawal liability as a result of the 2015 Patriot bankruptcy. After a legal and arbitration process and with the approval of the Bankruptcy Court, on January 25, 2017, the UMWA Plan and the Company agreed to a settlement of the claim which entitled the UMWA Plan to $ 75 million to be paid by the Company in increments through 2021. The balance of the liability, on a discounted basis, was $ 13.9 million and $ 26.0 million at December 31, 2020 and 2019, respectively.
(5) Inventories
Inventories as of December 31, 2020 and December 31, 2019 consisted of the following:
December 31,
2020 2019
(Dollars in millions)
Materials and supplies $ 102.6 $ 116.3
Raw coal 70.5 85.1
Saleable coal 88.5 130.1
Inventories $ 261.6 $ 331.5
Materials and supplies inventories presented above have been shown net of reserves of $ 10.4 million and $ 7.9 million as of December 31, 2020 and 2019, respectively. The coal inventories presented above include net realizable value adjustments of $ 7.6 million and $ 8.3 million as of December 31, 2020 and 2019, respectively.
(6) Equity Method Investments
Equity Method Investments
The Company’s equity method investments include its joint venture interest in Middlemount and certain other equity method investments.
Peabody Energy Corporation 2020 Form 10-K
F-25
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The table below summarizes the book value of those investments and related financing receivables, which are reported in “Investments and other assets” in the consolidated balance sheets, and the related “Loss (income) from equity affiliates”:
Book Value at Loss (Income) from Equity Affiliates
December 31, Year Ended December 31,
2020 2019 2020 2019 2018
(Dollars in millions)
Equity method investment and financing receivables related to Middlemount
$ 24.6 $ 56.3 $ 60.1 $ ( 9.0 ) $ ( 69.3 )
Other equity method investments — 0.6 — 5.6 1.2
Total equity method investments and financing receivables related to Middlemount
$ 24.6 $ 56.9 $ 60.1 $ ( 3.4 ) $ ( 68.1 )
The Company received cash payments from Middlemount of $ 14.7 million and $ 106.7 million during the years ended December 31, 2019 and 2018, respectively, related to financing receivables. No payments were received from Middlemount during the year ended December 31, 2020.
One of the Company’s Australian subsidiaries and the other shareholder of Middlemount are parties to an agreement, as amended from time to time, to provide a revolving loan (Revolving Loans) to Middlemount. The Company’s participation in the Revolving Loans will not, at any time, exceed its 50 % equity interest of the revolving loan limit. At December 31, 2020, the revolving loan limit was $ 160 million Australian dollars, and Middlemount had not fully drawn upon the Revolving Loans. The Revolving Loans bear interest at 10 % per annum and expire on December 31, 2021. The carrying value of the portion of the Revolving Loans due to the Company’s Australian subsidiary, which is included in the total investment balance, was $ 46.2 million and $ 17.5 million as of December 31, 2020 and 2019, respectively, with the increase during the year ended December 31, 2020 attributable to the Company’s share of additional funding.
As of both December 31, 2020 and 2019, the financing receivables and Revolving Loans are accounted for as in-substance common stock due to the limited fair value attributed to Middlemount’s equity.
During the year ended December 31, 2018, the Company determined that a valuation allowance on Middlemount’s net deferred tax position was no longer necessary based on recent cumulative earnings and expectation of future earnings. The determination resulted in approximately $ 9 million of income which was more than offset by a tax reserve of approximately $ 17 million due to an uncertain tax position relating to an ongoing income tax audit of Middlemount. During the year ended December 31, 2019, Middlemount received notification that the Australian Taxation Office would no longer pursue its position, and the related tax reserve was released. During the year ended December 31, 2020, the Company established a valuation allowance on Middlemount’s net deferred tax position of approximately $ 33 million primarily based upon recent cumulative losses.
During the years ended December 31, 2020, 2019 and 2018, respectively, Middlemount generated revenues of approximately $ 123 million, $ 160 million and $ 271 million (on a 50 % basis).
Middlemount had current assets, noncurrent assets, current liabilities and noncurrent liabilities of $ 31.0 million, $ 301.8 million, $ 273.8 million and $ 83.5 million, respectively, as of December 31, 2020 and $ 30.8 million, $ 209.7 million, $ 225.8 million and $ 40.1 million, respectively, as of December 31, 2019 (on a 50 % basis).
(7) Derivatives and Fair Value Measurements
Derivatives
Corporate Risk Management Activities
From time to time, the Company may utilize various types of derivative instruments to manage its exposure to risks in the normal course of business, including (1) foreign currency exchange rate risk and the variability of cash flows associated with forecasted Australian dollar expenditures made in its Australian mining platform, (2) price risk of fluctuating coal prices related to forecasted sales or purchases of coal, or changes in the fair value of a fixed price physical sales contract, (3) price risk and the variability of cash flows related to forecasted diesel fuel purchased for use in its operations, and (4) interest rate risk on long-term debt. These risk management activities are actively monitored for compliance with the Company’s risk management policies.
Peabody Energy Corporation 2020 Form 10-K
F-26
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
As of December 31, 2020, the Company had currency options outstanding with an aggregate notional amount of $ 575.0 million Australian dollars to hedge currency risk associated with anticipated Australian dollar expenditures over the first nine months of 2021. The instruments are quarterly average rate options which entitle the Company to receive payment on the notional amount should the quarterly average Australian dollar-to-U.S. dollar exchange rate exceed amounts ranging from $ 0.75 to $ 0.81 over the first nine months of 2021.
As of December 31, 2020, the Company held coal-related financial contracts related to a portion of its forecasted sales for an aggregate notional volume of 0.8 million tonnes. Such financial contracts include futures, forwards and options. All 0.8 million tonnes will settle in 2021.
The Company had no diesel fuel or interest rate derivatives in place as of December 31, 2020.
Coal Trading Activities
On a limited basis, the Company engages in the direct and brokered trading of coal and freight-related contracts (coal trading). Except those contracts for which the Company has elected to apply a normal purchases and normal sales exception, all derivative coal trading contracts are accounted for at fair value. Coal brokering is conducted both as principal and agent in support of various coal production-related activities that may involve coal produced from the Company’s mines, coal sourcing arrangements with third-party mining companies or offtake agreements with other coal producers. The Company also provides transportation-related services, which involve both financial derivative contracts and physical contracts. Collectively, coal and freight-related hedging activities include both economic hedging and, from time to time, cash flow hedging in support of the Company’s coal trading strategy. Revenues from such transactions include realized and unrealized gains and losses on derivative instruments, including those that arise from coal deliveries related to contracts accounted for on an accrual basis under the normal purchases and normal sales exception.
Offsetting and Balance Sheet Presentation
The Company has master netting agreements with certain of its counterparties which allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default or termination. Such netting arrangements reduce the Company’s credit exposure related to these counterparties. For classification purposes, the Company records the net fair value of all the positions with a given counterparty as a net asset or liability in the consolidated balance sheets.
The Company’s coal trading assets and liabilities include financial instruments cleared through various exchanges, which involve the daily net settlement of open positions. The Company must post cash collateral in the form of initial margin, in addition to variation margin, on exchange-cleared positions that are in a net liability position and receives variation margin when in a net asset position. The Company also transacts in coal trading financial swaps and options through over-the-counter (OTC) markets with financial institutions and other non-financial trading entities under International Swaps and Derivatives Association (ISDA) Master Agreements, which contain symmetrical default provisions. Certain of the Company’s coal trading agreements with OTC counterparties also contain credit support provisions that may periodically require the Company to post, or entitle the Company to receive, variation margin. Physical coal and freight-related purchase and sale contracts included in the Company’s coal trading assets and liabilities are executed pursuant to master purchase and sale agreements that also contain symmetrical default provisions and allow for the netting and setoff of receivables and payables that arise during the same time period. The Company offsets its coal trading asset and liability derivative positions, and variation margin related to those positions, on a counterparty-by-counterparty basis in the consolidated balance sheets.
Peabody Energy Corporation 2020 Form 10-K
F-27
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The fair value of derivatives reflected in the accompanying consolidated balance sheets are set forth in the table below.
December 31, 2020 December 31, 2019
Asset Derivative Liability Derivative Asset Derivative Liability Derivative
(Dollars in millions)
Foreign currency option contracts $ 10.3 $ — $ 1.1 $ —
Coal contracts related to forecasted sales 0.9 ( 8.8 ) 20.1 ( 0.1 )
Coal trading contracts 23.4 ( 23.1 ) 81.1 ( 74.2 )
Total derivatives 34.6 ( 31.9 ) 102.3 ( 74.3 )
Effect of counterparty netting ( 30.2 ) 30.2 ( 74.3 ) 74.3
Variation margin posted (held) 6.5 — ( 22.1 ) —
Net derivatives and margin as classified in the balance sheets $ 10.9 $ ( 1.7 ) $ 5.9 $ —
The net amount of asset derivatives, net of margin, are included in “Other current assets” and the net amount of liability derivatives, net of margin, are included in “Accounts payable and accrued expenses” in the accompanying consolidated balance sheets.
Effects of Derivatives on Measures of Financial Performance
Currently, the Company does not seek cash flow hedge accounting treatment for its currency- or coal-related derivative financial instruments and thus changes in fair value are reflected in current earnings.
The tables below show the amounts of pre-tax gains and losses related to the Company’s derivatives.
Year Ended December 31, 2020
Total gain (loss) recognized in income Gain realized in income on derivatives Unrealized gain (loss) recognized in income on derivatives
Financial Instrument
(Dollars in millions)
Foreign currency option contracts
$ 12.9 $ 5.8 $ 7.1
Coal contracts related to forecasted sales
( 23.8 ) 5.8 ( 29.6 )
Coal trading contracts
( 0.7 ) 4.2 ( 4.9 )
Total $ ( 11.6 ) $ 15.8 $ ( 27.4 )
Year Ended December 31, 2019
Total (loss) gain recognized in income (Loss) gain realized in income on derivatives Unrealized gain recognized in income on derivatives
Financial Instrument
(Dollars in millions)
Foreign currency option contracts
$ ( 3.7 ) $ ( 4.9 ) $ 1.2
Coal contracts related to forecasted sales
67.6 25.4 42.2
Coal trading contracts
( 0.3 ) ( 8.7 ) 8.4
Total $ 63.6 $ 11.8 $ 51.8
Year Ended December 31, 2018
Total (loss) gain recognized in income (Loss) gain realized in income on derivatives Unrealized (loss) gain recognized in income on derivatives
Financial Instrument
(Dollars in millions)
Foreign currency option contracts
$ ( 9.1 ) $ ( 8.4 ) $ ( 0.7 )
Coal contracts related to forecasted sales
115.7 97.4 18.3
Coal trading contracts
( 2.9 ) ( 5.3 ) 2.4
Total $ 103.7 $ 83.7 $ 20.0
Peabody Energy Corporation 2020 Form 10-K
F-28
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
During the years ended December 31, 2020, 2019 and 2018, gains and losses on foreign currency option contracts were included in “Operating costs and expenses,” and gains and losses on coal contracts related to forecasted sales and those related to coal trading contracts were included in “Revenues” in the accompanying consolidated statements of operations.
The Company classifies the cash effects of its derivatives within the “Cash Flows From Operating Activities” section of the consolidated statements of cash flows.
Fair Value Measurements
The Company uses a three-level fair value hierarchy that categorizes assets and liabilities measured at fair value based on the observability of the inputs utilized in the valuation. These levels include: Level 1 - inputs are quoted prices in active markets for the identical assets or liabilities; Level 2 - inputs are other than quoted prices included in Level 1 that are directly or indirectly observable through market-corroborated inputs; and Level 3 - inputs are unobservable, or observable but cannot be market-corroborated, requiring the Company to make assumptions about pricing by market participants.
The following tables set forth the hierarchy of the Company’s net financial asset positions for which fair value is measured on a recurring basis:
December 31, 2020
Level 1 Level 2 Level 3 Total
(Dollars in millions)
Foreign currency option contracts $ — $ 10.3 $ — $ 10.3
Coal contracts related to forecasted sales — ( 7.9 ) — ( 7.9 )
Coal trading contracts — 6.8 — 6.8
Equity securities — — 4.0 4.0
Total net financial assets $ — $ 9.2 $ 4.0 $ 13.2
December 31, 2019
Level 1 Level 2 Level 3 Total
(Dollars in millions)
Foreign currency option contracts $ — $ 1.1 $ — $ 1.1
Coal contracts related to forecasted sales — 21.2 — 21.2
Coal trading contracts — ( 16.4 ) — ( 16.4 )
Equity securities — — 4.0 4.0
Total net financial assets $ — $ 5.9 $ 4.0 $ 9.9
For Level 1 and 2 financial assets and liabilities, the Company utilizes both direct and indirect observable price quotes, including interest rate yield curves, exchange indices, broker/dealer quotes, published indices, issuer spreads, benchmark securities and other market quotes. In the case of certain debt securities, fair value is provided by a third-party pricing service. Below is a summary of the Company’s valuation techniques for Level 1 and 2 financial assets and liabilities:
• Foreign currency option contracts: valued utilizing inputs obtained in quoted public markets (Level 2) except when credit and non-performance risk is considered to be a significant input, then the Company classifies such contracts as Level 3.
• Coal contracts related to forecasted sales and coal trading contracts: generally valued based on unadjusted quoted prices in active markets (Level 1) or a valuation that is corroborated by the use of market-based pricing (Level 2) except when credit and non-performance risk is considered to be a significant input (greater than 10% of fair value), then the Company classifies as Level 3.
• Investments in equity securities: based on observed prices in an inactive market (Level 3).
Peabody Energy Corporation 2020 Form 10-K
F-29
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Other Financial Instruments . The following methods and assumptions were used by the Company in estimating fair values for other financial instruments as of December 31, 2020 and 2019:
• Cash and cash equivalents, accounts receivable, including those within the Company’s accounts receivable securitization program, notes receivable and accounts payable have carrying values which approximate fair value due to the short maturity or the liquid nature of these instruments.
• Long-term debt fair value estimates are based on observed prices for securities when available (Level 2), and otherwise on estimated borrowing rates to discount the cash flows to their present value (Level 3).
Market risk associated with the Company’s fixed- and variable-rate long-term debt relates to the potential reduction in the fair value and negative impact to future earnings, respectively, from an increase in interest rates. The fair value of debt, shown below, is principally based on reported market values and estimates based on interest rates, maturities, credit risk, underlying collateral and completed market transactions.
December 31,
2020 2019
(Dollars in millions)
Total debt at par value $ 1,591.3 $ 1,367.2
Less: Unamortized debt issuance costs and original issue discount ( 43.5 ) ( 56.4 )
Net carrying amount $ 1,547.8 $ 1,310.8
Estimated fair value $ 987.6 $ 1,271.1
The Company’s risk management function, which is independent of the Company’s coal trading function, is responsible for valuation policies and procedures, with oversight from executive management. Generally, the Company’s Level 3 instruments or contracts are valued using bid/ask price quotations and other market assessments obtained from multiple, independent third-party brokers or other transactional data incorporated into internally-generated discounted cash flow models. Decreases in the number of third-party brokers or market liquidity could erode the quality of market information and therefore the valuation of the Company’s market positions. The Company’s valuation techniques include basis adjustments to the foregoing price inputs for quality, such as sulfur and ash content, location differentials, expressed as port and freight costs, and credit risk. The Company’s risk management function independently validates the Company’s valuation inputs, including unobservable inputs, with third-party information and settlement prices from other sources where available. A daily process is performed to analyze market price changes and changes to the portfolio. Further periodic validation occurs at the time contracts are settled with the counterparty. These valuation techniques have been consistently applied in all periods presented, and the Company believes it has obtained the most accurate information available for the types of derivative contracts held.
Significant increases or decreases in the inputs in isolation could result in a significantly higher or lower fair value measurement. The unobservable inputs do not have a direct interrelationship; therefore, a change in one unobservable input would not necessarily correspond with a change in another unobservable input.
The following table summarizes the changes in the Company’s recurring Level 3 net financial assets:
Year Ended December 31,
2020 2019 2018
(Dollars in millions)
Beginning of period $ 4.0 $ 10.0 $ —
Included in earnings — ( 9.0 ) ( 1.7 )
Purchases — 3.0 10.0
Settlements — — 1.7
End of period $ 4.0 $ 4.0 $ 10.0
The Company had no transfers between Levels 1, 2 and 3 during any of the periods presented in the table above. The Company’s policy is to value all transfers between levels using the beginning of period valuation.
Peabody Energy Corporation 2020 Form 10-K
F-30
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Credit and Nonperformance Risk. The fair value of the Company’s coal derivative assets and liabilities reflects adjustments for credit risk. The Company’s exposure is substantially with electric utilities, energy marketers, steel producers and nonfinancial trading houses. The Company’s policy is to independently evaluate each customer’s creditworthiness prior to entering into transactions and to regularly monitor the credit extended. If the Company engages in a transaction with a counterparty that does not meet its credit standards, the Company seeks to protect its position by requiring the counterparty to provide an appropriate credit enhancement. Also, when appropriate (as determined by its credit management function), the Company has taken steps to reduce its exposure to customers or counterparties whose credit has deteriorated and who may pose a higher risk of failure to perform under their contractual obligations. These steps include obtaining letters of credit or cash collateral (margin), requiring prepayments for shipments or the creation of customer trust accounts held for the Company’s benefit to serve as collateral in the event of a failure to pay or perform. To reduce its credit exposure related to trading and brokerage activities, the Company seeks to enter into netting agreements with counterparties that permit the Company to offset asset and liability positions with such counterparties and, to the extent required, the Company will post or receive margin amounts associated with exchange-cleared and certain OTC positions. The Company also continually monitors counterparty and contract non-performance risk, if present, on a case-by-case basis.
Performance Assurances and Collateral
The Company is required by the exchanges upon which it transacts to post collateral, known as initial margin, which represents an estimate of potential future adverse price movements across the Company’s portfolio under normal market conditions. The Company posted initial margin of $ 3.0 million and $ 7.9 million as of December 31, 2020 and 2019, respectively, which is reflected in “Other current assets” in the consolidated balance sheets. As of December 31, 2020 and 2019, respectively, the Company had posted $ 0.9 million and $ 1.3 million in excess of initial margin requirements.
The Company is required to post variation margin on positions that are in a net liability position and is entitled to receive and hold variation margin on positions that are in a net asset position with an exchange and certain of its OTC derivative contract counterparties. As of December 31, 2020 the Company had posted $ 6.5 million of variation margin, while it was in receipt of $ 22.1 million in variation margin at December 31, 2019.
Certain of the Company’s derivative trading instruments require the parties to provide additional performance assurances whenever a material adverse event jeopardizes one party’s ability to perform under the instrument. If the Company was to sustain a material adverse event (using commercially reasonable standards), its counterparties could request collateralization on derivative trading instruments in which the Company holds a net liability position. Based on the aggregate fair values of such net liability positions at December 31, 2020 and 2019, the Company would have been required to post additional collateral of approximately $ 1.6 million and less than $ 0.1 million, respectively. As of December 31, 2020 and 2019, the Company was not required to post collateral to counterparties for such positions.
Peabody Energy Corporation 2020 Form 10-K
F-31
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(8) Intangible Contract Assets and Liabilities
The Company has recorded intangible assets and liabilities to reflect the fair value of certain U.S. coal supply agreements as a result of differences between contract terms and estimated market terms for the same coal products, and also recorded intangible liabilities related to unutilized capacity under its port and rail take-or-pay contracts. The balances, net of accumulated amortization, and respective balance sheet classifications at December 31, 2020 and 2019, are set forth in the following tables:
December 31, 2020
Assets Liabilities Net Total
(Dollars in millions)
Coal supply agreements $ 7.9 $ ( 17.3 ) $ ( 9.4 )
Take-or-pay contracts — ( 34.7 ) ( 34.7 )
Total $ 7.9 $ ( 52.0 ) $ ( 44.1 )
Balance sheet classification:
Investments and other assets $ 7.9 $ — $ 7.9
Accounts payable and accrued expenses — ( 4.4 ) ( 4.4 )
Other noncurrent liabilities — ( 47.6 ) ( 47.6 )
Total $ 7.9 $ ( 52.0 ) $ ( 44.1 )
December 31, 2019
Assets Liabilities Net Total
(Dollars in millions)
Coal supply agreements $ 20.7 $ ( 21.4 ) $ ( 0.7 )
Take-or-pay contracts — ( 40.0 ) ( 40.0 )
Total $ 20.7 $ ( 61.4 ) $ ( 40.7 )
Balance sheet classification:
Investments and other assets $ 20.7 $ — $ 20.7
Accounts payable and accrued expenses — ( 8.4 ) ( 8.4 )
Other noncurrent liabilities — ( 53.0 ) ( 53.0 )
Total $ 20.7 $ ( 61.4 ) $ ( 40.7 )
Amortization of the intangible assets and liabilities related to coal supply agreements occurs ratably based upon coal volumes shipped per contract and is recorded as a component of “Depreciation, depletion and amortization” in the accompanying consolidated statements of operations. Such amortization amounted to $ 4.2 million, $ 23.2 million and $ 93.0 million during the years ended December 31, 2020, 2019 and 2018, respectively. During the year ended December 31, 2020, the Company also charged to expense intangible assets of $ 4.5 million related to a coal supply agreement deemed to have been impaired, as further described in Note 3. “Asset Impairment.” The Company anticipates net amortization of sales contracts, based upon expected shipments, to be a credit of less than $ 1 million for the year 2021, credits of approximately $ 2 million per year for the years 2022 through 2024, and a credit of $ 3 million for the year 2025.
Future unutilized capacity and the amortization periods related to the take-or-pay contract intangible liabilities are based upon estimates of forecasted usage. Such amortization, which is classified as a reduction to “Operating costs and expenses” in the accompanying consolidated statements of operations, amounted to $ 8.2 million, $ 16.6 million and $ 26.6 million during the years ended December 31, 2020, 2019 and 2018, respectively. The Company anticipates net amortization of take-or-pay contract intangible liabilities for the years 2021 through 2025 to be approximately $ 4 million, $ 3 million, $ 3 million, $ 4 million and $ 1 million, respectively, and $ 20 million in total thereafter.
Peabody Energy Corporation 2020 Form 10-K
F-32
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(9) Property, Plant, Equipment and Mine Development
Property, plant, equipment and mine development, net, as of December 31, 2020 and December 31, 2019 consisted of the following:
December 31,
2020 2019
(Dollars in millions)
Land and coal interests $ 2,482.9 $ 4,022.4
Buildings and improvements 481.0 547.9
Machinery and equipment 1,408.5 1,518.6
Less: Accumulated depreciation, depletion and amortization ( 1,321.3 ) ( 1,409.8 )
Property, plant, equipment and mine development, net $ 3,051.1 $ 4,679.1
Land and coal interests included coal reserves with a net book value of $ 1.5 billion as of December 31, 2020 and $ 2.8 billion as of December 31, 2019. Such coal reserves were comprised of mineral rights for leased coal interests and advance royalties that had a net book value of $ 0.8 billion and $ 2.0 billion as of December 31, 2020 and 2019, respectively, and coal reserves held by fee ownership of $ 0.7 billion and $ 0.8 billion at December 31, 2020 and 2019, respectively. The amount of coal reserves unassigned to active mining operations, and thus not subject to current depletion, including certain exploratory properties, was $ 0.1 billion as of both December 31, 2020 and 2019.
(10) Income Taxes
(Loss) income from continuing operations before income taxes for the periods presented below consisted of the following:
Year Ended December 31,
2020 2019 2018
(Dollars in millions)
U.S. $ ( 1,771.5 ) $ ( 374.2 ) $ ( 43.4 )
Non-U.S. ( 80.3 ) 231.9 707.5
Total $ ( 1,851.8 ) $ ( 142.3 ) $ 664.1
Total income tax provision for the periods presented below consisted of the following:
Year Ended December 31,
2020 2019 2018
(Dollars in millions)
Current:
U.S. federal $ ( 23.9 ) $ ( 21.5 ) $ ( 46.8 )
Non-U.S. 2.4 28.4 29.8
State 1.7 ( 0.3 ) ( 0.1 )
Total current ( 19.8 ) 6.6 ( 17.1 )
Deferred:
U.S. federal 23.4 20.3 30.4
Non-U.S. 4.4 19.3 5.7
State — ( 0.2 ) ( 0.6 )
Total deferred 27.8 39.4 35.5
Total income tax provision $ 8.0 $ 46.0 $ 18.4
Peabody Energy Corporation 2020 Form 10-K
F-33
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following is a reconciliation of the expected statutory federal income tax (benefit) expense to the Company’s income tax provision for the periods presented below:
Year Ended December 31,
2020 2019 2018
(Dollars in millions)
Expected income tax (benefit) expense at U.S. federal statutory rate $ ( 388.9 ) $ ( 29.9 ) $ 139.5
Changes in valuation allowance, income tax 410.1 ( 32.0 ) ( 284.6 )
Remeasurement due to the Tax Cuts and Jobs Act — — 9.5
Changes in tax reserves ( 7.7 ) 3.0 2.1
Excess depletion ( 14.5 ) ( 19.3 ) ( 28.5 )
Foreign earnings repatriation — 76.1 —
Foreign earnings provision differential 16.4 45.6 97.1
Global intangible low-taxed income — 6.1 68.2
Remeasurement of foreign income tax accounts 2.9 ( 0.1 ) ( 0.2 )
State income taxes, net of federal tax benefit ( 6.8 ) ( 13.2 ) 3.2
Other, net ( 3.5 ) 9.7 12.1
Total income tax provision $ 8.0 $ 46.0 $ 18.4
Certain reconciliation items included in the above table exclude the remeasurement of foreign income tax accounts as these foreign currency effects are separately presented.
On December 22, 2017, the Tax Cuts and Jobs Act (the Act) was signed into law making significant changes to the U.S. Internal Revenue Code. Key provisions of the Act that impacted the Company include: (i) repeal of the corporate alternative minimum tax (AMT) system, (ii) reduction of the U.S. federal corporate tax rate from 35% to 21% and (iii) the new global intangible low-taxed income (GILTI). Deferred tax assets and liabilities attributable to the U.S. were remeasured from 35% to the reduced tax rate of 21%. Upon completion of the filing of both U.S. and foreign tax returns for the 2017 tax year, the Company recorded an additional provision of $ 9.5 million related to the remeasurement and an offsetting valuation allowance during the year ended December 31, 2018. The Company elected to recognize the tax on GILTI as a period expense in the period the tax is incurred and due to foreign tested losses, the Company did no t record a provision for the year ended December 31, 2020. The Company recorded a provision of $ 6.1 million and $ 68.2 million for the years ended December 31, 2019 and 2018, which was fully offset by the release of valuation allowance associated with the net operating losses (NOLs) that absorbed the GILTI inclusion. Due to the repeal of the corporate AMT system, the Company’s existing AMT credits as of December 31, 2017 were anticipated to be refunded through the 2021 federal tax return. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act was signed into law and contains numerous tax provisions including the acceleration of refunds of previously generated AMT credits. In 2020, the Company received AMT credit refunds of $ 46.9 million and is expecting an additional refund of $ 1.2 million in 2021.
Peabody Energy Corporation 2020 Form 10-K
F-34
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities as of December 31, 2020 and 2019 consisted of the following:
December 31,
2020 2019
(Dollars in millions)
Deferred tax assets:
Tax loss carryforwards and credits $ 1,377.4 $ 1,530.9
Property, plant, equipment and mine development, principally due to differences in depreciation, depletion and asset impairments
573.7 276.6
Accrued postretirement benefit obligations 93.8 142.6
Asset retirement obligations 95.5 86.6
Employee benefits 22.8 25.3
Take-or-pay obligations 11.0 12.0
Investments and other assets 88.0 89.0
Workers’ compensation obligations 7.8 7.6
Operating lease liabilities 17.5 20.8
Other 24.1 16.7
Total gross deferred tax assets 2,311.6 2,208.1
Valuation allowance, income tax ( 2,287.3 ) ( 2,068.4 )
Total deferred tax assets 24.3 139.7
Deferred tax liabilities:
Property, plant, equipment and mine development, principally due to differences in depreciation, depletion and asset impairments
36.2 100.9
Operating lease right-of-use assets 13.5 20.8
Coal supply agreements 3.1 3.1
Investments and other assets 1.6 15.4
Total deferred tax liabilities 54.4 140.2
Net deferred tax liability $ ( 30.1 ) $ ( 0.5 )
Deferred taxes are classified as follows:
Noncurrent deferred income tax asset $ 4.9 $ 28.3
Noncurrent deferred income tax liability ( 35.0 ) ( 28.8 )
Net deferred tax liability $ ( 30.1 ) $ ( 0.5 )
As of December 31, 2020, the Company had gross Australia NOLs of $ 2.1 billion in Australian dollars and gross U.S. federal NOLs of $ 2.8 billion. During 2020 the Company reduced its gross Australia NOLs by $ 1.3 billion in Australian dollars due to a cancellation of intercompany debt in accordance with Australia tax law. The Company’s tax loss carryforwards and credits of $ 1.4 billion as of December 31, 2020 were comprised primarily of net Australia NOLs and capital tax loss carryforwards of $ 590.8 million, net federal NOLs of $ 580.3 million, state NOLs of $ 76.3 million, tax general business credits (GBCs) of $ 112.6 million and other foreign NOLs of $ 15.0 million. The foreign tax loss carryforwards have no expiration date. The federal NOLs begin to expire in 2036. The state NOLs begin to expire in 2021 and the GBCs begin to expire in 2027.
In assessing the near-term use of NOLs and tax credits and corresponding valuation allowance adjustments, the Company evaluated the expected level of future taxable income, available tax planning strategies, reversals of existing taxable temporary differences and taxable income in carryback years. For the year ended December 31, 2020, the Company continued to record valuation allowances of $ 2.3 billion against net deferred tax asset positions, comprised primarily of $ 1.2 billion in the U.S. and $ 1.1 billion in Australia. Recognition of those valuation allowances was driven by recent cumulative book losses, as determined by considering all sources of available income (including items classified as discontinued operations or recorded directly to “Accumulated other comprehensive income”), which limited the Company’s ability to look to future taxable income in assessing the realizability of the related assets.
Peabody Energy Corporation 2020 Form 10-K
F-35
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Unrecognized Tax Benefits
Net unrecognized tax benefits (excluding interest and penalties) were recorded as follows in the consolidated balance sheets as of December 31, 2020 and 2019:
December 31,
2020 2019
(Dollars in millions)
Deferred income taxes $ 7.8 $ 15.5
Other noncurrent liabilities 1.3 1.0
Net unrecognized tax benefits $ 9.1 $ 16.5
Gross unrecognized tax benefits $ 9.1 $ 16.5
The amount of the Company’s gross unrecognized tax benefits decreased by $ 7.4 million since December 31, 2019 due primarily to adjustments for effectively settled positions, partially offset by additions for current positions. The amount of the net unrecognized tax benefits that, if recognized, would directly affect the effective tax rate was $ 9.1 million and $ 16.5 million at December 31, 2020 and 2019, respectively. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for the periods presented below is as follows:
Year Ended December 31,
2020 2019 2018
(Dollars in millions)
Balance at beginning of period $ 16.5 $ 14.0 $ 12.7
Additions for current year tax positions 1.9 2.2 1.8
(Reductions) additions for prior year tax positions ( 9.3 ) 0.3 —
Reductions for settlements with tax authorities — — ( 0.5 )
Balance at end of period $ 9.1 $ 16.5 $ 14.0
The Company recognizes interest and penalties related to unrecognized tax benefits in its income tax provision. The Company recorded $ 0.4 million of gross interest and penalties for both of the years ended December 31, 2019 and 2018, and reversed gross interest and penalties of $ 0.4 million for the year ended December 31, 2020. The Company had $ 5.4 million and $ 5.8 million of accrued gross interest and penalties related to unrecognized tax benefits at December 31, 2020 and 2019, respectively.
The Company expects a decrease of $ 2.2 million in its net unrecognized tax benefits during the next twelve months is reasonably possible.
Tax Returns Subject to Examination
The Company’s federal income tax returns for the 2018 through 2019 tax years are subject to potential examinations by the Internal Revenue Service. The Company’s state income tax returns for the tax years 2014 and thereafter remain potentially subject to examination by various state taxing authorities due to NOL carryforwards. Australian income tax returns for tax years 2013 through 2019 continue to be subject to potential examinations by the Australian Taxation Office.
Foreign Earnings
As of December 31, 2020, the Company has a consolidated earnings deficit outside the U.S. but with some immaterial unremitted earnings in certain jurisdictions. The Company continues to be permanently reinvested with respect to its historical earnings. However, when appropriate, the Company has the ability to access foreign cash without incurring residual cash taxes due to the existence of NOLs.
Peabody Energy Corporation 2020 Form 10-K
F-36
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Tax Payments and Refunds
The following table summarizes the Company’s income tax refunds, net for the periods presented below:
Year Ended December 31,
2020 2019 2018
(Dollars in millions)
U.S. — federal $ ( 44.6 ) $ ( 45.7 ) $ ( 103.1 )
U.S. — state and local 1.6 0.3 ( 1.6 )
Non-U.S. 3.1 36.3 40.7
Total income tax refunds, net $ ( 39.9 ) $ ( 9.1 ) $ ( 64.0 )
(11) Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following:
December 31,
2020 2019
(Dollars in millions)
Accrued payroll and related benefits $ 163.9 $ 186.2
Trade accounts payable 146.3 254.8
Other accrued expenses 116.2 118.5
Accrued taxes other than income 80.4 99.0
Asset retirement obligations 77.7 98.2
Accrued royalties 25.8 61.7
Liabilities associated with discontinued operations 62.3 58.8
Operating lease liabilities 24.5 29.6
Accrued health care insurance 15.7 15.8
Accrued interest 15.5 15.0
Workers’ compensation obligations 9.0 8.4
Intangible take-or-pay contracts 4.4 8.4
Income taxes payable 2.3 2.6
Liabilities from coal trading activities 1.7 —
Accounts payable and accrued expenses $ 745.7 $ 957.0
(12) Long-term Debt
The Company’s total funded indebtedness (Indebtedness) as of December 31, 2020 and 2019 consisted of the following:
December 31,
2020 2019
(Dollars in millions)
6.000 % Senior Secured Notes due March 2022
$ 459.0 $ 459.0
6.375 % Senior Secured Notes due March 2025
500.0 500.0
Senior Secured Term Loan due 2025, net of original issue discount 388.2 392.1
Revolving credit facility 216.0 —
Finance lease obligations 27.3 15.2
Less: Debt issuance costs ( 42.7 ) ( 55.5 )
1,547.8 1,310.8
Less: Current portion of long-term debt 44.9 18.3
Long-term debt $ 1,502.9 $ 1,292.5
Peabody Energy Corporation 2020 Form 10-K
F-37
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Refinancing Transactions
As previously described in Note 1. “Summary of Significant Accounting Policies,” the Company completed the Exchange Offer and Revolver Transactions on January 29, 2021. Pursuant to the Exchange Offer, $ 398.7 million aggregate principal amount of the 2022 Notes were exchanged for aggregate consideration consisting of $ 193.9 million aggregate principal amount of New Co-Issuer Notes, $ 195.1 million aggregate principal amount of New Peabody Notes, and a cash payment of approximately $ 9.4 million. Following the settlement of the Exchange Offer, approximately $ 60.3 million aggregate principal amount of the 2022 Notes remain outstanding and are governed by the Existing Indenture, as amended and as further amended as it relates to the 2022 Notes.
In connection with the Revolver Transactions, the Company paid down $ 10.0 million of its existing revolving loans and exchanged the remaining balance for $ 206.0 million of New Co-Issuer Term Loans.
6.000 % and 6.375 % Senior Secured Notes
Upon emergence from the Chapter 11 Cases, the Company entered into the Existing Indenture with Wilmington Trust, National Association, as trustee, relating to its issuance of $ 500.0 million aggregate principal amount of the 2022 Notes and $ 500.0 million aggregate principal amount of 6.375 % senior secured notes due 2025 (the 2025 Notes and, together with the 2022 Notes, the Senior Notes). The Senior Notes were issued on February 15, 2017 in a private transaction exempt from the registration requirements of the Securities Act of 1933.
The Senior Notes were issued at par value. The Company paid aggregate debt issuance costs of $ 49.5 million related to the offering, which are being amortized over the respective terms of the Senior Notes. Interest payments on the Senior Notes are scheduled to occur each year on March 31 and September 30 until maturity. During the years ended December 31, 2020, 2019 and 2018, the Company recorded interest expense of $ 72.2 million, $ 72.0 million and $ 71.9 million, respectively, related to the Senior Notes.
On August 9, 2018, the Company executed an amendment to the Existing Indenture following the solicitation of consents from the requisite majorities of holders of each series of Senior Notes. The amendment permits a category of restricted payments at any time not to exceed the sum of $ 650.0 million, plus an additional $ 150.0 million per calendar year, commencing with calendar year 2019, with unused amounts in any calendar year carrying forward to and available for restricted payments in any subsequent calendar year. The Company paid consent fees to Senior Note holders which amounted to $ 19.8 million. Such consent fees were capitalized as additional debt issuance costs to be amortized over the respective terms of the Senior Notes.
During the fourth quarter of 2019, the Company made open-market purchases of $ 41.0 million of the 2022 Notes for $ 39.9 million, plus accrued interest. The notes were subsequently canceled.
As previously described in Note 1. “Summary of Significant Accounting Policies,” the Existing Indenture was amended as it relates to the remaining 2022 Notes. With respect to the 2025 Notes, the Existing Indenture contains customary conditions of default and imposes certain restrictions on the Company’s activities, including its ability to incur debt, incur liens, make investments, engage in fundamental changes such as mergers and dissolutions, dispose of assets, enter into transactions with affiliates and make certain restricted payments, such as cash dividends and share repurchases.
The 2025 Notes rank senior in right of payment to any subordinated Indebtedness and equally in right of payment with any senior Indebtedness to the extent of the collateral securing that Indebtedness. The 2025 Notes are jointly and severally and fully and unconditionally guaranteed on a senior secured basis by substantially all of the Company’s domestic restricted subsidiaries (the Peabody Guarantors) and secured by (a) first priority liens over (1) substantially all of the assets of the Company and the Peabody Guarantors, except for certain excluded assets, (2) 100 % of the capital stock of each domestic restricted subsidiary of the Company, (3) 100 % of the capital stock of each first tier foreign subsidiary of the Company or a foreign subsidiary holding company and (4) all intercompany debt owed to the Company or any Peabody Guarantor, in each case, subject to certain exceptions (the Peabody Collateral), and (b) second priority liens over the Wilpinjong Collateral (as defined below). The 2025 Notes are secured on a pari passu basis by the same collateral securing the Credit Agreement (as defined below), and the other priority lien debt of the Company, including the New Peabody Notes and the New Company LC Agreement described below.
Peabody Energy Corporation 2020 Form 10-K
F-38
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Credit Agreement
The Company entered into a credit agreement, dated as of April 3, 2017, among the Company, as borrower, Goldman Sachs Bank USA, as administrative agent, and other lenders party thereto (the Credit Agreement). The Credit Agreement originally provided for a $ 950.0 million senior secured term loan (the Senior Secured Term Loan), which was to mature in 2022 prior to the amendments described below. As previously described in Note 1. “Summary of Significant Accounting Policies,” the Credit Agreement was amended in connection with the Refinancing Transactions.
Following the voluntary prepayments and amendments described below, the Credit Agreement provided for a $ 400.0 million first lien senior secured term loan, which bore interest at LIBOR plus 2.75 % per annum as of December 31, 2020. During the years ended December 31, 2020, 2019 and 2018, the Company recorded interest expense of $ 15.6 million, $ 22.2 million and $ 24.0 million, respectively, related to the Senior Secured Term Loan.
Proceeds from the Senior Secured Term Loan were received net of an original issue discount and deferred financing costs of $ 37.3 million that are being amortized over its term. The loan requires quarterly principal payments of $ 1.0 million and periodic interest payments through December 2024 with the remaining balance due in March 2025. The loan principal was voluntarily prepayable at 101 % of the principal amount repaid if prepayment occurred prior to October 2018 (subject to certain exceptions, including prepayments made with internally generated cash) and is voluntarily prepayable at any time thereafter without premium or penalty. The Senior Secured Term Loan may require mandatory principal prepayments of up to 75 % of Excess Cash Flow (as defined in the Credit Agreement) for any fiscal year if the Company’s Total Leverage Ratio (as defined in the Credit Agreement and calculated at December 31, net of any unrestricted cash) is greater than 2.00 :1.00. The mandatory principal prepayment requirement changes to (i) 50 % of Excess Cash Flow if the Company’s Total Leverage Ratio is less than or equal to 2.00 :1.00 and greater than 1.50 :1.00, (ii) 25 % of Excess Cash Flow if the Company’s Total Leverage Ratio is less than or equal to 1.50 :1.00 and greater than 1.00 :1.00 or (iii) zero if the Company’s Total Leverage Ratio is less than or equal to 1.00 :1.00. If required, mandatory prepayments resulting from Excess Cash Flows are payable within 100 days after the end of each fiscal year. The calculation of mandatory prepayments would be reduced commensurately by the amount of previous voluntary prepayments. In certain circumstances, the Senior Secured Term Loan requires that Excess Proceeds (as defined in the Credit Agreement) of $ 10.0 million or greater received from sales of Company assets be applied against the loan principal, unless such proceeds are reinvested within one year. The Senior Secured Term Loan also requires that any net insurance proceeds be applied against the loan principal, unless such proceeds are reinvested within one year.
The Credit Agreement contains customary conditions of default and imposes certain restrictions on the Company’s activities, including its ability to incur liens, incur debt, make investments, engage in fundamental changes such as mergers and dissolutions, dispose of assets, enter into transactions with affiliates and make certain restricted payments, such as cash dividends and share repurchases. Obligations under the Credit Agreement are guaranteed by the Peabody Guarantors and are secured by first priority liens on the Peabody Collateral and second priority liens on the Wilpinjong Collateral (as defined below). The obligations are secured on a pari passu basis by the same collateral securing the 2025 Notes and the other priority lien debt of the Company, including the New Peabody Notes and the New Company LC Agreement described below.
Since entering into the Credit Agreement, the Company has repaid $ 561.0 million of the original $ 950.0 million loan principal amount on the Senior Secured Term Loan in various installments, including $ 546.0 million which was voluntarily prepaid. In September 2017, the Company entered into an amendment to the Credit Agreement which permitted the Company to add an incremental revolving credit facility in addition to the Company’s ability to add one or more incremental term loan facilities under the Credit Agreement. The incremental revolving credit facility and/or incremental term loan facilities can be in an aggregate principal amount of up to $ 350.0 million plus additional amounts so long as the Company remains in compliance with the Total Leverage Ratio covenant as set forth in the Credit Agreement.
In April 2018, the Company entered into another amendment to the Credit Agreement which lowered the interest rate on the Senior Secured Term Loan to its current level of LIBOR plus 2.75 % and eliminated an existing 1.0 % LIBOR floor. The amendment also extended the maturity of the Senior Secured Term Loan by three years to 2025 and eliminated previous capital expenditure restriction covenants on both the Senior Secured Term Loan and the incremental revolving credit facility described below. In connection with this amendment, the Company voluntarily repaid $ 46.0 million of principal on the Senior Secured Term Loan.
Peabody Energy Corporation 2020 Form 10-K
F-39
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
During the fourth quarter of 2017, the Company entered into the incremental revolving credit facility (the Revolver) for an aggregate commitment of $ 350.0 million for general corporate purposes and paid aggregate debt issuance costs of $ 4.7 million. In September 2019, the Company entered into an amendment to the Credit Agreement which increased the aggregate commitment amount under the Revolver to $ 565.0 million and extended the maturity date on $ 540.0 million of the commitments from November 2020 to September 2023. The remaining $ 25.0 million commitment matured in November 2020. The Company incurred $ 5.7 million of additional debt issuance costs in connection with the amendment. As a result of the amendment, such loans, letters of credit and unused capacity related to the $ 540.0 million of extended commitments bear interest and incur fees at rates dependent upon the Company’s First Lien Leverage Ratio (as defined in the Credit Agreement) beginning in 2020. Specific to the Revolver, the Credit Agreement required that the Company maintain a 2.00 :1.00 First Lien Leverage Ratio, calculated on a trailing twelve-month basis and modified to limit unrestricted cash netting to $ 800.0 million. This covenant was eliminated in connection with the Refinancing Transactions and was not applicable at December 31, 2020.
The Company borrowed $ 315.0 million under the Revolver and subsequently repaid $ 99.0 million of this amount during the year ended December 31, 2020. At December 31, 2020, the Revolver was also utilized for letters of credit of $ 323.8 million, primarily in support of the Company’s reclamation obligations, as further described in Note 23. “Financial Instruments, Guarantees With Off-Balance-Sheet Risk and Other Guarantees.” At December 31, 2020, the remaining availability under the Revolver was $ 0.2 million.
At December 31, 2020, applicable Revolver rates were LIBOR plus 3.25 % for revolving loans, 0.50 % per annum for unused capacity and 3.375 % per annum for letters of credit fees. During the years ended December 31, 2020, 2019 and 2018, the Company recorded interest expense and fees of $ 15.9 million, $ 6.2 million and $ 7.2 million, respectively, related to the Revolver.
The Company’s voluntary prepayments of $ 546.0 million of Senior Secured Term Loan principal and related amendments have been accounted for as a combination of partial debt extinguishments and debt modifications, depending upon the circumstances in each instance.
In connection with the Revolver Transactions, the Company amended its Credit Agreement to make certain changes in consideration of the New Company LC Agreement. After giving effect to the Revolver Transactions, there remain no revolving commitments or revolving loans under the Credit Agreement.
Secured Borrowing under Receivables Securitization Program
As further described in Note 23. “Financial Instruments, Guarantees With Off-Balance-Sheet Risk and Other Guarantees,” the Company’s receivables securitization program provides for up to $ 250.0 million in funding accounted for as a secured borrowing, limited to the availability of eligible receivables. During September 2020, the Company borrowed $ 60.0 million under the receivables securitization program, all of which was subsequently repaid during the fourth quarter of 2020. Any borrowings under the receivables securitization program have a maturity date of April 2022, bear an interest rate of LIBOR plus 1.50 % and may be secured by a combination of collateral and the trade receivables underlying the receivables securitization program, from time to time.
Finance Lease Obligations
Refer to Note 13. “Leases” for additional information associated with the Company’s finance leases, which pertain to the financing of mining equipment used in operations.
Refinancing Transactions and New Debt Agreements
As previously described in Note 1. “Summary of Significant Accounting Policies,” the Company entered into several new debt agreements and amended existing debt agreements in connection with the Refinancing Transactions. The following provides additional information regarding the terms and conditions of such new agreements.
New Co-Issuer Notes
The terms of the New Co-Issuer Notes are governed by an indenture, as amended and restated as of February 3, 2021, by and among the Co-Issuers, Wilmington Trust, National Association, as trustee, and, on a limited basis, the Company (New Co-Issuer Notes Indenture).
Peabody Energy Corporation 2020 Form 10-K
F-40
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The New Co-Issuer Notes bear interest at an annual rate of 10.000 %, which is payable on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 2021. The New Co-Issuer Notes will mature on December 31, 2024. The New Co-Issuer Notes will be subject to amortization at the end of each six-month period, beginning with June 30, 2021, whereby the Excess Cash Flow (as defined in the New Co-Issuer Notes Indenture) generated by the Wilpinjong Mine during each such period will be applied to the principal of the New Co-Issuer Notes and the New Co-Issuer Term Loans on a pro rata basis, provided that the liquidity attributable to the Co-Issuers would not fall below $ 60.0 million.
The New Co-Issuer Notes Indenture contains customary covenants that, among other things, limit the Co-Issuers’ and their subsidiaries’ ability to incur additional Indebtedness, pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments, enter into agreements that restrict distributions from subsidiaries, sell or otherwise dispose of assets, enter into transactions with affiliates, create or incur liens, and merge, consolidate or sell all or substantially all of their assets, and place restrictions on the ability of subsidiaries to pay dividends or make other payments to the Co-Issuers.
The New Co-Issuer Notes are not guaranteed by any of the Co-Issuers’ subsidiaries and thus are structurally subordinated to any existing or future Indebtedness or other liabilities, including trade payables, of any such subsidiaries. The New Co-Issuer Notes initially are secured by liens on substantially all of the assets of the Co-Issuers, including by (i) 100 % of the capital stock of PIC Acquisition Corp. owned by PIC AU Holdings LLC and (ii) all other property subject or purported to be subject, from time to time, to a lien under the Co-Issuers’ collateral trust agreement (collectively, the Wilpinjong Collateral).
The Co-Issuers may redeem some or all of the New Co-Issuer Notes at the redemption prices and on the terms specified in the New Co-Issuer Notes Indenture.
The New Co-Issuer Notes Indenture contains certain events of default, including, in certain circumstances, (i) specified events occurring at the Wilpinjong Mine, (ii) the termination or modification of the Surety Agreement, (iii) the Company’s failure to comply with any obligation under the transaction support agreement entered into prior to, and in contemplation of, the Refinancing Transactions, and (iv) the termination of the management services agreements between the Company and the Co-Issuers. If the New Co-Issuer Notes are accelerated or otherwise become due and payable as a result of an event of default, certain additional premium amounts may become due and payable in addition to unpaid principal and interest at the time of acceleration. In addition, the holders of the New Co-Issuer Notes have the right, under certain circumstances specified in the New Co-Issuer Notes Indenture, to exchange their New Co-Issuer Notes for New Peabody Notes.
New Peabody Notes
The terms of the New Peabody Notes are governed by an indenture, as amended and restated as of February 3, 2021, by and among Peabody, the guarantors party thereto, and Wilmington Trust, National Association, as trustee (the New Peabody Notes Indenture).
The New Peabody Notes bear interest at an annual rate of 8.500 %, consisting of 6.000 % per annum in cash and an additional 2.500 % per annum to be paid-in-kind through an increase of the principal amount of the outstanding New Peabody Notes, which is payable on June 30 and December 31 of each year, commencing on June 30, 2021. The New Peabody Notes will mature on December 31, 2024.
The New Peabody Notes Indenture contains customary covenants that, among other things, limit the Company’s and its restricted subsidiaries’ ability to incur additional Indebtedness, pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments, enter into agreements that restrict distributions from restricted subsidiaries, sell or otherwise dispose of assets, enter into transactions with affiliates, create or incur liens, and merge, consolidate or sell all or substantially all of its assets, and place restrictions on the ability of subsidiaries to pay dividends or make other payments to the Company.
The New Peabody Notes are unconditionally guaranteed, jointly and severally, on a senior secured basis by the Peabody Guarantors on the Peabody Collateral. The obligations are secured on a pari passu basis by the same collateral that secures the 2025 Notes, the Credit Agreement and the New Company LC Agreement described below.
Peabody Energy Corporation 2020 Form 10-K
F-41
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
New Co-Issuer Term Loans
The New Co-Issuer Term Loans mature on December 31, 2024 and bear interest at a rate of 10.00 % per annum. The New Co-Issuer Term Loan Agreement contains customary covenants that, among other things, limit the Co-Issuers’ and their subsidiaries’ ability to incur additional Indebtedness, pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments, enter into agreements that restrict distributions from subsidiaries, sell or otherwise dispose of assets, enter into transactions with affiliates, create or incur liens, and merge, consolidate or sell all or substantially all of their assets, and place restrictions on the ability of subsidiaries to pay dividends or make other payments to the Co-Issuers. The New Co-Issuer Term Loan Agreement is guaranteed and secured to the same extent as the New Co-Issuer Notes as described above. In addition, the New Co-Issuer Term Loan Agreement contains events of default substantially similar to those described above for the New Co-Issuer Notes Indenture.
New Company LC Agreement
The New Company LC Agreement is guaranteed and secured to the same extent of the New Peabody Notes as described above. In addition, the New Company LC Agreement contains events of default substantially similar to those described above for the New Peabody Notes.
Under the New Company LC Agreement, the Company is permitted to effectuate open market debt repurchases, subject to certain limitations, including, but not limited to: (i) the Company’s unrestricted subsidiaries’ liquidity must be greater than or equal to $ 200.0 million after giving effect to such repurchases, and (ii) for every $ 4 of principal repurchased in any fiscal quarter, the Company must make an offer on a pro rata basis to purchase $ 1 of principal amount of debt from holders of the New Peabody Notes and New Company LC Agreement within 30 days of the end of such fiscal quarter at a price equal to the weighted average repurchase price paid over that quarter.
(13) Leases
The Company has operating and finance leases for mining and non-mining equipment, office space and certain other facilities under various non-cancellable agreements. Historically, the majority of the Company’s leases have been accounted for as operating leases. Refer to Note 1. “Summary of Significant Accounting Policies.” for the Company’s policies regarding “Leases.”
The Company and certain of its subsidiaries have guaranteed other subsidiaries’ performance under various lease obligations. Certain lease agreements are subject to the restrictive covenants of the Company’s credit facilities and include cross-acceleration provisions, under which the lessor could require remedies including, but not limited to, immediate recovery of the present value of any remaining lease payments. The Company typically agrees to indemnify lessors for the value of the property or equipment leased, should the property be damaged or lost during the course of the Company’s operations. The Company expects that losses with respect to leased property, if any, may be covered by insurance (subject to deductibles). Aside from indemnification of the lessor for the value of the property leased, the Company’s maximum potential obligations under its leases are equal to the respective future minimum lease payments, and the Company assumes that no amounts could be recovered from third parties.
Peabody Energy Corporation 2020 Form 10-K
F-42
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The components of lease expense during the years ended December 31, 2020 and 2019 were as follows:
Year Ended December 31,
2020 2019
(Dollars in millions)
Operating lease cost:
Operating leases $ 28.8 $ 43.3
Short-term leases 39.1 49.7
Variable leases 4.6 19.1
Sublease income ( 2.3 ) ( 2.6 )
Total operating lease cost $ 70.2 $ 109.5
Finance lease cost:
Amortization of right-of-use assets $ 3.5 $ 15.3
Interest on lease liabilities 0.8 1.5
Total finance lease cost $ 4.3 $ 16.8
Supplemental balance sheet information related to leases at December 31, 2020 and 2019 was as follows:
December 31,
2020 2019
(Dollars in millions)
Operating leases:
Operating lease right-of-use assets $ 49.9 $ 82.4
Accounts payable and accrued expenses $ 24.5 $ 29.6
Operating lease liabilities, less current portion 42.1 52.8
Total operating lease liabilities $ 66.6 $ 82.4
Finance leases:
Property, plant, equipment and mine development $ 20.4 $ 89.6
Accumulated depreciation ( 2.5 ) ( 45.9 )
Property, plant, equipment and mine development, net $ 17.9 $ 43.7
Current portion of long-term debt $ 21.5 $ 14.3
Long-term debt, less current portion 5.8 0.9
Total finance lease liabilities $ 27.3 $ 15.2
Weighted average remaining lease term (years)
Operating leases 3.4 3.8
Finance leases 9.0 0.6
Weighted average discount rate
Operating leases 6.8 % 7.3 %
Finance leases 11.2 % 6.0 %
Peabody Energy Corporation 2020 Form 10-K
F-43
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Supplemental cash flow information related to leases during the years ended December 31, 2020 and 2019 was as follows:
Year Ended December 31,
2020 2019
(Dollars in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases $ 35.1 $ 51.0
Operating cash flows for finance leases 0.8 1.5
Financing cash flows for finance leases 8.9 29.6
Right-of-use assets obtained in exchange for lease obligations:
Operating leases 16.5 16.6
Finance leases 1.6 1.6
The Company's leases have remaining lease terms ranging from 1 year to 21.0 years, some of which include options to extend the terms deemed reasonably certain of exercise. The contractual maturities of lease liabilities were as follows:
Period Ending December 31, Operating Leases Finance Leases
(Dollars in millions)
2021 $ 24.8 $ 17.1
2022 17.6 5.8
2023 16.8 1.5
2024 6.0 0.7
2025 3.4 0.5
2026 and thereafter 3.8 7.7
Total lease payments 72.4 33.3
Less imputed interest ( 5.8 ) ( 6.0 )
Total lease liabilities $ 66.6 $ 27.3
Disclosures Related to Periods Prior to Adoption of ASU 2016-02 “Leases (Topic 842)”
Rental expense under operating leases, including expense related to short-term operating leases, was $ 158.0 million, during the year ended December 31, 2018 .
(14) Asset Retirement Obligations
Reconciliations of the Company’s asset retirement obligations are as follows:
December 31,
2020 2019
(Dollars in millions)
Balance at beginning of period $ 752.3 $ 750.2
Liabilities settled or disposed ( 38.4 ) ( 47.7 )
Accretion expense 56.0 54.1
Revisions to estimates ( 41.7 ) ( 4.3 )
Balance at end of period $ 728.2 $ 752.3
Less: Current portion (included in “Accounts payable and accrued expenses”) 77.7 98.2
Noncurrent obligation (included in “Asset retirement obligations”) $ 650.5 $ 654.1
Balance at end of period — active locations $ 471.8 $ 525.4
Balance at end of period — closed or inactive locations $ 256.4 $ 226.9
Peabody Energy Corporation 2020 Form 10-K
F-44
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The credit-adjusted, risk-free interest rates utilized to estimate the Company’s asset retirement obligations ranged from 9.16 % for life of mines 3 years or less to 12.74 % for life of mines greater than 20 years for both U.S. and Australia reclamation obligations at December 31, 2020 and ranged from 9.24 % for life of mines 3 years or less to 12.38 % for life of mines greater than 20 years for both U.S. and Australia reclamation obligations at December 31, 2019.
As of December 31, 2020 and 2019, the Company had $ 1,451.9 million and $ 1,401.7 million, respectively, in surety bonds outstanding to secure reclamation obligations. Additionally, the Company had $ 315.0 million and $ 106.1 million, respectively, of letters of credit in support of reclamation obligations as of December 31, 2020 and 2019.
(15) Postretirement Health Care and Life Insurance Benefits
The Company currently provides health care and life insurance benefits to qualifying salaried and hourly retirees of its current and certain former subsidiaries and their dependents from benefit plans established by the Company. Plan coverage for health benefits is provided to future hourly and salaried retirees in accordance with the applicable plan document. Life insurance benefits are provided to future hourly retirees in accordance with the applicable labor agreement.
Net periodic postretirement benefit cost (benefit) included the following components:
Year Ended December 31,
2020 2019 2018
(Dollars in millions)
Service cost for benefits earned $ 3.8 $ 4.8 $ 8.2
Interest cost on accumulated postretirement benefit obligation 20.2 25.1 28.3
Expected return on plan assets ( 1.5 ) ( 0.5 ) —
Amortization of prior service credit ( 17.3 ) ( 8.7 ) —
Net actuarial loss (gain) 16.5 78.3 ( 128.4 )
Net periodic postretirement benefit cost (benefit) $ 21.7 $ 99.0 $ ( 91.9 )
The actuarial loss for all benefit plans in 2020 was primarily due to the decrease in the discount rate used to measure the benefit obligation offset by the favorable impact of claims experience for the year and updating the mortality base tables and improvement scales to those published by the Society of Actuaries for all participants except those receiving medical benefits under the UMWA Coal Action design. The actuarial loss for all benefit plans in 2019 was primarily due to the decrease in the discount rate used to measure the benefit obligation and unfavorable medical claims experience for the year. The actuarial gain for all benefit plans in 2018 was primarily due to the increase in the discount rate used to measure the benefit obligation, favorable medical claims experience for the year and the impact of Medicare Part D amendment from the 2018 Bipartisan Budget Act.
The following includes pre-tax amounts recorded in “Accumulated other comprehensive income”:
Year Ended December 31,
2020 2019 2018
(Dollars in millions)
Prior service credit arising during year $ ( 185.4 ) $ — $ ( 51.7 )
Amortization:
Prior service credit 17.3 8.7 —
Total recorded in “Accumulated other comprehensive income”
$ ( 168.1 ) $ 8.7 $ ( 51.7 )
The Company amortizes prior service credit over an amortization period of the average remaining service period to full eligibility for participating employees at the time of the plan change or the expected lifetime of participants in the plan ( 3.9 years and 4.9 years were the remaining amortization periods at January 1, 2021 and 2020, respectively for the plan changes effective December 31, 2018). New prior service credits established during 2020 are described below. The estimated prior service credit that will be amortized from accumulated other comprehensive income into net periodic postretirement benefit cost during the year ending December 31, 2021 is $ 43.9 million.
Peabody Energy Corporation 2020 Form 10-K
F-45
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table sets forth the plans’ funded status reconciled with the amounts shown in the consolidated balance sheets:
December 31,
2020 2019
(Dollars in millions)
Change in benefit obligation:
Accumulated postretirement benefit obligation at beginning of period $ 659.9 $ 595.4
Service cost 3.8 4.8
Interest cost 20.2 25.1
Participant contributions 2.4 2.3
Plan amendments ( 185.4 ) —
Benefits paid ( 42.9 ) ( 47.7 )
Actuarial loss 18.6 80.0
Accumulated postretirement benefit obligation at end of period 476.6 659.9
Change in plan assets:
Fair value of plan assets at beginning of period 34.2 15.0
Actual return on plan assets 3.6 2.2
Employer contributions 36.4 62.4
Participant contributions 2.4 2.3
Benefits paid and administrative fees (net of Medicare Part D reimbursements) ( 42.9 ) ( 47.7 )
Fair value of plan assets at end of period 33.7 34.2
Funded status at end of period ( 442.9 ) ( 625.7 )
Less: Current portion (included in “Accounts payable and accrued expenses”) 29.7 32.3
Noncurrent obligation (included in “Accrued postretirement benefit costs”) $ ( 413.2 ) $ ( 593.4 )
In September 2020, the Company announced changes to its postretirement health care benefit plans for non-represented employees and retirees. Effective January 1, 2021, the Company will no longer subsidize medical costs for Medicare eligible individuals or provide life insurance to salaried and hourly non-union retirees. The Company will provide non-Medicare eligible salaried and hourly non-union retirees and eligible dependents a health reimbursement arrangement. There were no changes to benefits for represented participants.
The impact of the changes on future benefits reduced the Company’s accumulated postretirement benefit obligation by $ 185.4 million. The reduction was attributable to the elimination of health care benefits upon covered individuals’ attainment of Medicare eligibility and the elimination of life insurance benefits for certain non-represented participants. The reduction in liability was recorded with an offsetting balance in “Accumulated other comprehensive income.” The $ 174.5 million reduction for elimination of health care benefits upon attainment of Medicare eligibility for salaried and non-union hourly retirees and eligible dependents is being amortized to earnings over an average remaining service period to full eligibility for participating employees of 5.1 years when it was established on September 30, 2020. The remaining $ 10.9 million for the elimination of life insurance benefits and elimination of health care benefits upon attainment of Medicare eligibility for select non-union retirees was amortized to earnings over the average remaining life expectancy of the affected plan, which was 10.5 years as of December 31, 2020.
The weighted-average assumptions used to determine the benefit obligations for the plans as of the end of each year were as follows:
December 31,
2020 2019
Discount rate 2.55 % 3.40 %
Measurement date December 31, 2020 December 31, 2019
Peabody Energy Corporation 2020 Form 10-K
F-46
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The weighted-average assumptions used to determine net periodic benefit cost (benefit) for the plans during each period were as follows:
Year Ended December 31,
2020 2019 2018
Discount rate 3.40 % 4.35 % 3.70 %
Expected long-term return on plan assets (pre-tax) 7.00 % 5.00 % — %
Measurement date December 31, 2019 December 31, 2018 December 31, 2017
The expected rate of return on plan assets is determined by taking into consideration expected long-term returns associated with each major asset class based on long-term historical ranges, inflation assumptions and the expected net value from active management of the assets based on actual results. Effective January 1, 2021 the Company lowered its expected pre-tax rate of return on plan assets from 7.00 % to 5.75 % reflecting the impact of the Company’s asset allocation and capital market expectations.
The accumulated postretirement benefit obligation exceeded plan assets for all plans as of December 31, 2020 and 2019. The accumulated postretirement benefit obligation for all plans was $ 476.6 million and $ 659.9 million as of December 31, 2020 and 2019, respectively.
The following presents information about the assumed health care cost trend rate:
Year Ended December 31,
2020 2019
Pre-Medicare:
Health care cost trend rate assumed for next year 6.00 % 6.75 %
Rate to which the cost trend is assumed to decline (the ultimate trend rate) 4.75 % 4.75 %
Year that the rate reaches the ultimate trend rate 2026 2023
Post-Medicare:
Health care cost trend rate assumed for next year 5.75 % 6.35 %
Rate to which the cost trend is assumed to decline (the ultimate trend rate) 4.75 % 4.75 %
Year that the rate reaches the ultimate trend rate 2026 2023
Plan Assets
The Company has established two Voluntary Employees Beneficiary Association (VEBA) trusts to pre-fund a portion of benefits for non-represented and represented retirees. Assets of the Peabody Investments Corp. Non-Represented Retiree VEBA Trust (the Non-Represented Trust) are invested in accordance with the investment policy established by the Peabody VEBA Retirement Committee after consultation with outside investment advisors and actuaries. As of December 31, 2020, the asset allocation strategy for the Non-Represented trust is 30 % in equity and 70 % in fixed income assets. As of December 31, 2019, the asset allocation strategy for the Non-Represented trust was 50 % in equity and 50 % in fixed income assets. The asset strategy may vary over time based on changes in the status of the Non-Represented Plan, the Company’s risk posture and other factors. Assets of the Peabody Holding Company LLC Represented Retiree VEBA Trust (the Represented Trust) are invested in cash funds at December 31, 2020 and 2019.
A financial instrument’s level within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Following is a description of the valuation techniques and inputs used for investments measured at fair value, including the general classification of such investments pursuant to the valuation hierarchy.
U.S. equity securities : The Non-Represented Trust invests in U.S. equity securities for growth and diversification. Investment vehicles include various domestic large-cap publicly traded common stocks and mutual funds. All common stocks are traded on a national securities exchange and are valued at quoted market prices in active markets and accordingly classified within Level 1 of the valuation hierarchy. The mutual funds are traded on a national securities exchange in an active market, are valued using daily publicly quoted net asset value (NAV) prices and accordingly classified within Level 1 of the valuation hierarchy.
Peabody Energy Corporation 2020 Form 10-K
F-47
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
International equity securities. The Non-Represented Trust invests in international equity securities for growth and diversification. Investment vehicles include various international publicly traded common stocks, exchange traded funds and mutual funds. All common stocks are traded on a national securities exchange and are valued at quoted market prices in active markets and accordingly classified within Level 1 of the valuation hierarchy. The exchange traded funds and mutual funds are traded on a national securities exchange in an active market, are valued using daily publicly quoted NAV prices and accordingly classified within Level 1 of the valuation hierarchy.
Corporate bonds . The Non-Represented Trust invests in corporate bonds for diversification, volatility reduction of equity securities and to provide a hedge to interest rate movements affecting liabilities. Investment types are predominantly investment-grade corporate bonds. Fair value for these securities is provided by a third-party pricing service that utilizes various inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads and benchmark securities as well as other relevant economic measures. Corporate bonds are classified within the Level 2 valuation hierarchy since fair value inputs are derived prices in active markets and the bonds are not traded on a national securities exchange.
U.S. government securities . The Non-Represented Trust invests in U.S. government securities for diversification, volatility reduction of equity securities and to provide a hedge to interest rate movements affecting liabilities. Investment types are predominantly U.S. government bonds, notes, agency securities and municipal bonds. Fair value for these securities is provided by a third-party pricing service that utilizes various inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads and benchmark securities as well as other relevant economic measures. If fair value is based on quoted prices in active markets and traded on a national securities exchange, U.S. government securities are classified within the Level 1 valuation hierarchy; otherwise, U.S. government securities are classified within the Level 2 valuation hierarchy.
Cash funds . The Non-Represented Trust invests in cash funds to manage liquidity resulting from payment of participant benefits and certain administrative fees. The investment consists of a U.S. Government money market fund which is classified within the Level 1 valuation hierarchy.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.
The following tables present the fair value of assets in the Non-Represented Trust by asset category and by fair value hierarchy:
December 31, 2020
Level 1 Level 2 Level 3 Total
(Dollars in millions)
U.S. equity securities $ 10.5 $ — $ — $ 10.5
International equity securities 2.0 — — 2.0
Corporate bonds — 9.6 — 9.6
U.S. government securities 1.0 4.2 — 5.2
Cash funds 6.4 — — 6.4
Total assets at fair value $ 19.9 $ 13.8 $ — $ 33.7
Peabody Energy Corporation 2020 Form 10-K
F-48
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2019
Level 1 Level 2 Level 3 Total
(Dollars in millions)
U.S. equity securities $ 13.0 $ — $ — $ 13.0
International equity securities 4.0 — — 4.0
Corporate bonds — 9.2 — 9.2
U.S. government securities 2.6 4.5 — 7.1
Cash funds 0.9 — — 0.9
Total assets at fair value $ 20.5 $ 13.7 $ — $ 34.2
Contributions
Annual contributions to the Non-Represented and Represented Trusts are discretionary. During the year ended December 31, 2020, the Company made contributions of $ 10.7 million to the Non-Represented Trust and $ 9.6 million to the Represented Trust.
Estimated Future Benefit Payments
The following benefit payments (net of retiree contributions and Medicare Part D reimbursements), which reflect expected future service, as appropriate, are expected to be paid by the Company or satisfied from Non-Represented Trust assets:
Postretirement
Benefits
(Dollars in millions)
2021 $ 40.3
2022 37.6
2023 35.8
2024 34.1
2025 32.3
Years 2026-2030 135.8
(16) Pension and Savings Plans
One of the Company’s subsidiaries, Peabody Investments Corp. (PIC), sponsors a defined benefit pension plan covering certain U.S. salaried employees and eligible hourly employees at certain PIC subsidiaries (the Peabody Plan). A subsidiary of PIC also has a defined benefit pension plan covering eligible employees who are represented by the UMWA under the Western Surface Agreement (the Western Plan and together with the Peabody Plan, the Pension Plans).
Effective May 31, 2008, the Peabody Plan was frozen in its entirety for both participation and benefit accrual purposes. In 2020, the Company announced a program to offer a voluntary lump-sum pension payout to eligible active salaried employees and former salaried employees in the Peabody Plan which would settle the Company’s obligation to them. The program provided participants with a limited time opportunity to elect to receive a lump-sum settlement of their pension benefit or begin to receive their benefit in the form of a monthly annuity in December 2020. As part of this voluntary lump-sum program, the Company settled $ 51.6 million of its pension obligations for active salaried employees and former salaried employees in the Peabody Plan with an equal amount paid from plan assets. As a result, the Company recorded a settlement gain of $ 2.7 million during the year ended December 31, 2020. The settlement gain was reflected in “Net periodic benefit (credit) costs, excluding service cost” on the consolidated statement of operations.
Peabody Energy Corporation 2020 Form 10-K
F-49
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Net periodic pension benefit included the following components:
Year Ended December 31,
2020 2019 2018
(Dollars in millions)
Service cost for benefits earned $ 0.3 $ 2.0 $ 2.3
Interest cost on projected benefit obligation 28.0 33.5 31.4
Expected return on plan assets ( 29.7 ) ( 31.4 ) ( 42.8 )
Settlement ( 2.7 ) — —
Net actuarial (gain) loss ( 25.6 ) ( 16.6 ) 4.2
Net periodic pension benefit $ ( 29.7 ) $ ( 12.5 ) $ ( 4.9 )
The actuarial gain for all pension plans in 2020 was primarily due to actual returns on plan assets exceeding the expected returns for the year and the favorable impact of updating the mortality base tables and improvement scales to those published by the Society of Actuaries offset by the decline in the discount rate used to measure the benefit obligation. The actuarial gain for all pension plans in 2019 was primarily due to actual returns on plan assets exceeding the expected returns for the year offset by the decline in the discount rate used to measure the benefit obligation. The actuarial loss for all pension plans in 2018 was primarily due to actual returns on plan assets lower than expected returns for the year offset by the increase in the discount rate used to measure the benefit obligation.
The following summarizes the change in benefit obligation, change in plan assets and funded status of the Pension Plans:
December 31,
2020 2019
(Dollars in millions)
Change in benefit obligation:
Projected benefit obligation at beginning of period $ 853.8 $ 795.9
Service cost 0.3 2.0
Interest cost 28.0 33.5
Benefits paid ( 57.5 ) ( 55.6 )
Actuarial loss 43.4 78.0
Settlement ( 51.6 ) —
Projected benefit obligation at end of period 816.4 853.8
Change in plan assets:
Fair value of plan assets at beginning of period 855.2 764.8
Actual return on plan assets 101.4 126.0
Employer contributions — 20.0
Benefits paid ( 57.5 ) ( 55.6 )
Settlement ( 51.6 ) —
Fair value of plan assets at end of period 847.5 855.2
Funded status at end of period $ 31.1 $ 1.4
Amounts recognized in the consolidated balance sheets:
Noncurrent asset (included in “Investments and other assets”) $ 39.6 $ 13.4
Noncurrent obligation (included in “Other noncurrent liabilities”) ( 8.5 ) ( 12.0 )
Net amount recognized $ 31.1 $ 1.4
Peabody Energy Corporation 2020 Form 10-K
F-50
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The weighted-average assumptions used to determine the benefit obligations as of the end of each year were as follows:
December 31,
2020 2019
Discount rate 2.60 % 3.40 %
Measurement date December 31, 2020 December 31, 2019
The weighted-average assumptions used to determine net periodic pension benefit during each period were as follows:
Year Ended December 31,
2020 2019 2018
Discount rate 3.40 % 4.35 % 3.70 %
Expected long-term return on plan assets 3.60 % 4.20 % 5.65 %
Measurement date December 31, 2019 December 31, 2018 December 31, 2017
The expected rate of return on plan assets is determined by taking into consideration expected long-term returns associated with each major asset class based on long-term historical ranges, inflation assumptions and the expected net value from active management of the assets based on actual results. Effective January 1, 2021, the Company lowered its expected rate of return on plan assets from 3.60 % to 2.80 % reflecting the impact of the Company’s asset allocation and capital market expectations.
As of December 31, 2020 and 2019, the accumulated benefit obligation for all plans was $ 816.4 million and $ 853.8 million, respectively, which was equal to the projected benefit obligation for those periods. As of December 31, 2020 and 2019, the plan assets for the Peabody Plan of $ 672.5 million and $ 689.4 million, respectively, exceeded the projected benefit obligation and accumulated benefit obligation for those periods of $ 632.9 million and $ 675.9 million, respectively. The projected benefit obligation and accumulated benefit obligation for the Western Plan as of December 31, 2020 and 2019, was $ 183.5 million and $ 177.9 million, respectively, which exceeded the plan assets of $ 175.0 million and $ 165.8 million, respectively, for those periods.
Assets of the Pension Plans
Assets of the PIC Master Trust (the Master Trust) are invested in accordance with investment guidelines established by the Peabody Plan Retirement Committee and the Peabody Western Plan Retirement Committee (collectively, the Retirement Committees) after consultation with outside investment advisors and actuaries.
The asset allocation targets have been set with the expectation that the assets of the Master Trust will be managed with an appropriate level of risk to fund each Pension Plan’s expected liabilities. To determine the appropriate target asset allocations, the Retirement Committees consider the demographics of each Pension Plan’s participants, the funded status of each Pension Plan, the business and financial profile of the Company and other associated risk preferences. These allocation targets are reviewed by the Retirement Committees on a regular basis and revised as necessary. As a result of discretionary contributions made in recent years, the Pension Plans have become nearly fully funded and therefore, as of December 31, 2020 and 2019, the Master Trust investment portfolio reflected the Company’s target asset mix of 100 % fixed income investments. Master Trust assets also include investments in various real estate holdings through limited partnerships representing approximately less than 1 % of total Master Trust assets as of both December 31, 2020 and 2019. The Retirement Committees’ intention is to liquidate these real estate holdings when allowable per the terms of the limited partnership agreements. Generally, dissolution and liquidation of the limited partnerships is required before the Master Trust’s real estate holdings can be liquidated and is estimated to occur at various times through 2022.
Peabody Energy Corporation 2020 Form 10-K
F-51
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Assets of the Master Trust are under management by third-party investment managers, which are selected and monitored by the Retirement Committees. Specific investment guidelines have been established by the Retirement Committees for each major asset class including performance benchmarks, allowable and prohibited investment types and concentration limits. In general, investment guidelines do not permit leveraging the assets held in the Master Trust. However, investment managers may employ various strategies and derivative instruments in establishing overall portfolio characteristics consistent with the guidelines and investment objectives established by the Retirement Committees for their portfolios. Fixed income investment guidelines only allow for exchange-traded derivatives if the investment manager deems the derivative vehicle to be more attractive than a similar direct investment in an underlying cash market or to manage the duration of the fixed income portfolio.
A financial instrument’s level within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Following is a description of the valuation techniques and inputs used for investments measured at fair value, including the general classification of such investments pursuant to the valuation hierarchy.
Corporate bonds . The Master Trust invests in corporate bonds for diversification and to provide a hedge to interest rate movements affecting liabilities. Investment types are predominantly investment-grade corporate bonds. Fair value for these securities is provided by a third-party pricing service that utilizes various inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads and benchmark securities as well as other relevant economic measures. Corporate bonds are classified within the Level 2 valuation hierarchy since fair value inputs are derived prices in active markets and the bonds are not traded on a national securities exchange.
U.S. government securities. The Master Trust invests in U.S. government securities for diversification and to provide a hedge to interest rate movements affecting liabilities. Investment types are predominantly U.S. government bonds, agency securities and municipal bonds. Fair value for these securities is provided by a third-party pricing service that utilizes various inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads and benchmark securities as well as other relevant economic measures. If fair value is based on quoted prices in active markets and traded on a national securities exchange, U.S. government securities are classified within the Level 1 valuation hierarchy; otherwise, U.S. government securities are classified within the Level 2 valuation hierarchy.
International government securities. The Master Trust invests in international government securities for diversification and to provide a hedge to interest rate movements affecting liabilities. Investment types are predominantly non-U.S. government bonds. Fair value for these securities is provided by a third-party pricing service that utilizes various inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads and benchmark securities as well as other relevant economic measures. International government securities are classified within the Level 2 valuation hierarchy since fair value inputs are derived prices in active markets and the bonds are not traded on a national securities exchange.
Asset-backed securities. The Master Trust invests in asset-backed securities for diversification and to provide a hedge to interest rate movements affecting liabilities. Investment types are predominately mortgage-backed securities. Asset-backed securities are classified within the Level 2 valuation hierarchy since fair value inputs are derived prices in active markets and the investments are not traded on a national securities exchange.
Cash funds . The Master Trust invests in cash funds to manage liquidity resulting from payment of participant benefits and certain administrative fees. Investment vehicles primarily include a non-interest bearing cash fund with an earnings credit allowance feature, various exchange-traded derivative instruments consisting of futures and interest rate swap agreements used to manage the duration of certain liability-hedging investments. The non-interest bearing cash fund is classified within the Level 1 valuation hierarchy. Exchange traded derivatives, such as options and futures, for which market quotations are readily available, are valued at the last reported sale price or official closing price on the primary market or exchange on which they are traded and are classified within the Level 1 valuation hierarchy.
Real estate interests . The Master Trust invests in real estate interests for diversification. Investments in real estate represent interests in several limited partnerships, which invest in various real estate properties. Interests in real estate are valued using various methodologies, including independent third party appraisals; fair value measurements are not developed by the Company. For some investments, little market activity may exist and determination of fair value is then based on the best information available in the circumstances. This involves a significant degree of judgment by taking into consideration a combination of internal and external factors. Accordingly, interests in real estate are classified within the Level 3 valuation hierarchy. Some limited partnerships issue dividends to their investors in the form of cash distributions that the Pension Plans invest elsewhere within the Master Trust.
Peabody Energy Corporation 2020 Form 10-K
F-52
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Private mutual funds . The Master Trust invests in mutual funds for growth and diversification. Investment vehicles include an institutional fund that holds a diversified portfolio of long-duration corporate fixed income investments (Corporate Bond Fund). The Corporate Bond Fund is not traded on a national securities exchange and is valued at NAV, the practical expedient to estimate fair value.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.
The following tables present the fair value of assets in the Master Trust by asset category and by fair value hierarchy:
December 31, 2020
Level 1 Level 2 Level 3 Total
(Dollars in millions)
Corporate bonds $ — $ 623.3 $ — $ 623.3
U.S. government securities 121.4 21.2 — 142.6
International government securities — 18.7 — 18.7
Asset-backed securities — 4.7 — 4.7
Cash funds 14.9 — — 14.9
Real estate interests — — 1.2 1.2
Total assets at fair value $ 136.3 $ 667.9 $ 1.2 805.4
Assets measured at net asset value practical expedient (1)
Private mutual funds 42.1
Total plan assets $ 847.5
December 31, 2019
Level 1 Level 2 Level 3 Total
(Dollars in millions)
Corporate bonds $ — $ 598.3 $ — $ 598.3
U.S. government securities 135.9 19.0 — 154.9
International government securities — 18.2 — 18.2
Asset-backed securities — 3.4 — 3.4
Cash funds 33.2 — — 33.2
Real estate interests — — 4.1 4.1
Total assets at fair value $ 169.1 $ 638.9 $ 4.1 812.1
Assets measured at net asset value practical expedient (1)
Private mutual funds 43.1
Total plan assets $ 855.2
(1) In accordance with Accounting Standards Update 2015-07, investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the total value of assets of the plans.
Peabody Energy Corporation 2020 Form 10-K
F-53
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The table below sets forth a summary of changes in the fair value of the Master Trust’s Level 3 investments:
Year Ended December 31,
2020 2019 2018
(Dollars in millions)
Balance, beginning of period $ 4.1 $ 6.2 $ 11.8
Realized gains (losses) 1.6 ( 1.0 ) 2.6
Unrealized (losses) gains relating to investments still held at the reporting date ( 2.1 ) 1.4 ( 2.6 )
Purchases, sales and settlements, net ( 2.4 ) ( 2.5 ) ( 5.6 )
Balance, end of period $ 1.2 $ 4.1 $ 6.2
Contributions
Annual contributions to qualified plans are made in accordance with minimum funding standards and the Company’s agreement with the Pension Benefit Guaranty Corporation. Funding decisions also consider certain funded status thresholds defined by the Pension Protection Act of 2006 (generally 80 %). As of December 31, 2020, the Company’s qualified plans are expected to be at or above the Pension Protection Act thresholds. Minimum funding standards are legislated by ERISA and are modified by pension funding stabilization provisions included in the Moving Ahead for Progress in the 21st Century Act of 2012, the Highway and Transportation Funding Act of 2014 and the Bipartisan Budget Act of 2015. The Company was not required to make any payments to its qualified pension plans in 2020 based on minimum funding requirements and did not make any discretionary contributions in 2020.
Estimated Future Benefit Payments
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid in connection with the Company’s benefit obligation:
Pension Benefits
(Dollars in millions)
2021 $ 57.8
2022 56.9
2023 56.6
2024 54.7
2025 53.4
Years 2026-2030 245.5
Defined Contribution Plans
The Company sponsors employee retirement accounts under three 401(k) plans for eligible U.S. employees. The Company matches voluntary contributions to each plan up to specified levels. In May 2020 the Company amended one of its plans to eliminate the formula for calculating matching contributions and provide the Company sole discretion in making any matching contributions. In addition, in May 2020 the Company also temporarily suspended matching contributions due to challenging business conditions of COVID-19. The expense for these plans was $ 9.6 million, $ 27.8 million and $ 30.3 million for the years ended December 31, 2020, 2019 and 2018, respectively. A performance contribution feature in one of the plans allows for additional discretionary contributions from the Company. There was no performance contribution granted for the years ended December 31, 2020 and 2019. There were no discretionary performance contributions paid during the year ended December 31, 2020. Prior performance contributions of $ 8.9 million and $ 8.5 million were paid during the years ended December 31, 2019 and 2018, respectively.
Peabody Energy Corporation 2020 Form 10-K
F-54
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Superannuation
The Company makes superannuation contributions for eligible Australia employees in accordance with the employer contribution rate set by the Government of Australia. The expense related to these contributions was $ 20.5 million, $ 26.5 million and $ 31.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. A performance contribution feature allows for additional discretionary contributions from the Company. There was no performance contribution granted for the years ended December 31, 2020 and 2019. There were no discretionary performance contributions paid during the year ended December 31, 2020. Prior performance contributions of approximately $ 3 million were paid during both of the years ended December 31, 2019 and 2018.
(17) Stockholders’ Equity
Common Stock
In accordance with the Company’s Fourth Amended and Restated Certificate of Incorporation, the Company has 450.0 million authorized shares of Common Stock, par value $ 0.01 per share. Holders of Common Stock are entitled to one vote per share on all matters to be voted upon by the stockholders. The holders of Common Stock do not have cumulative voting rights in the election of directors. Holders of Common Stock are entitled to receive ratably dividends if, as and when dividends are declared from time to time by the Board of Directors (the Board) out of funds legally available for that purpose, after payment of dividends required to be paid on any outstanding preferred stock or series common stock. Upon dissolution, liquidation or winding up of the Company, the holders of Common Stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and subject to the right of holders of any outstanding preferred stock or series common stock. The Common Stock has no preemptive or conversion rights and is not subject to further calls or assessment by the Company. There are no redemption or sinking fund provisions applicable to the Common Stock.
The following table summarizes Common Stock activity during the periods presented below:
Year Ended December 31,
2020 2019 2018
(In millions)
Shares outstanding at the beginning of the period 96.9 110.4 105.2
Shares issued for preferred share conversions — — 25.5
Shares issued for vested restricted stock units 1.3 1.5 1.1
Shares issued for disputed claims — — 0.1
Shares repurchased ( 0.4 ) ( 15.0 ) ( 21.5 )
Shares outstanding at the end of the period 97.8 96.9 110.4
Preferred Stock
The Board is authorized to issue up to 100.0 million shares of preferred stock, par value $ 0.01 per share. On the Effective Date, 50.0 million shares of the preferred stock were designated as Series A Convertible Preferred Stock. On January 31, 2018, the remaining outstanding shares of Series A Convertible Preferred Stock were converted into shares of Common Stock.
The following table summarizes the Series A Convertible Preferred Stock activity during the periods presented below:
Year Ended December 31, 2018
Shares outstanding at the beginning of the period 13.5
Shares converted to Common Stock ( 13.5 )
Shares outstanding at the end of the period —
Peabody Energy Corporation 2020 Form 10-K
F-55
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The shares of Series A Convertible Preferred Stock retained the status of authorized but unissued shares of preferred stock following the conversion and accordingly, the Company has 100.0 million authorized shares of preferred stock. The Board can determine the terms and rights of each series, including whether dividends (if any) will be cumulative or non-cumulative and the dividend rate of the series, redemption or sinking fund provisions, conversion terms, prices and rates and amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company and whether the shares of the series will be convertible into shares of any other class or series, or any other security, of the Company or any other corporation. The Board may also determine restrictions on the issuance of shares of the same series or of any other class or series, and the voting rights (if any) of the holders of the series. There were no outstanding shares of preferred stock as of December 31, 2020.
Series Common Stock
The Board is authorized to issue up to 50.0 million shares of series common stock, par value $ 0.01 per share. The Board can determine the terms and rights of each series, whether dividends (if any) will be cumulative or non-cumulative and the dividend rate of the series, redemption or sinking fund provisions, conversion terms, prices and rates and amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company and whether the shares of the series will be convertible into shares of any other class or series, or any other security, of the Company or any other corporation. The Board may also determine restrictions on the issuance of shares of the same series or of any other class or series, and the voting rights (if any) of the holders of the series. There were no outstanding shares of series common stock as of December 31, 2020.
Treasury Stock
Share repurchases. On August 1, 2017, the Board authorized a $ 500.0 million share repurchase program of the outstanding shares of the Company’s common stock and/or preferred stock (Repurchase Program). On April 25, 2018, the Company announced that the Board authorized the expansion of the Repurchase Program to $ 1.0 billion. On October 30, 2018, the Company 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, the Company repurchased 41.5 million shares of its Common Stock for $ 1,340.3 million ( 14.6 million shares for $ 329.9 million during the year ended December 31, 2019; 21.1 million shares for $ 834.7 million during the year ended December 31, 2018; and 5.8 million shares for $ 175.7 million during the period April 2 through December 31, 2017), which included commissions paid of $ 0.8 million. As of December 31, 2020, there was $ 160.5 million available for repurchase under the Repurchase Program.
Share repurchases were suspended by the Company during 2019, and as further described in Note 1. “Summary of Significant Accounting Policies,” during the fourth quarter of 2020, the Company entered into transaction support agreements with its surety bond providers which prohibit the repurchase of shares through December 31, 2024, unless otherwise agreed to by the parties to the agreements. Additionally, restrictive covenants in the Company’s credit facility and in the indentures governing its senior secured notes also limit the Company’s 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 repurchases were made.
On August 14, 2018, Peabody Energy Corporation entered into a share repurchase agreement (the Share Repurchase Agreement) by and among the Company and its related parties, Elliott Associates, LP, Liverpool Limited Partnership and Sprayberry Investments Inc. to repurchase 7.2 million shares of the Company’s common stock for an aggregate purchase price of approximately $ 300 million, which is included in the total amount of repurchases noted above. Pursuant to the Share Repurchase Agreement, the purchase price per share of $ 41.82 represented a 1.7 % discount from the closing sale price of the common stock on the New York Stock Exchange on August 13, 2018. The repurchase transaction was made in conjunction with the Company’s existing share repurchase program and closed on August 21, 2018.
Shares relinquished. The Company routinely allows employees to relinquish Common Stock to pay estimated taxes upon the vesting of restricted stock units and the payout of performance units that are settled in Common Stock under its equity incentive plans. The number of shares of Common Stock relinquished was 0.4 million for each of the years ended December 31, 2020, 2019 and 2018. The value of the Common Stock tendered by employees was based upon the closing price on the dates of the respective transactions.
Peabody Energy Corporation 2020 Form 10-K
F-56
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(18) Share-Based Compensation
The Company has established the Peabody Energy Corporation 2017 Incentive Plan (the 2017 Incentive Plan) for employees, non-employee directors and consultants that allows for the issuance of share-based compensation in various forms including options (including non-qualified stock options and incentive stock options), stock appreciation rights, restricted stock, restricted stock units, deferred stock, performance units, dividend equivalents and cash incentive awards. Under the 2017 Incentive Plan, approximately 14 million shares of the Company’s Common Stock were reserved for issuance. As of December 31, 2020, there are approximately 7.3 million shares of the Company’s Common Stock available for grant.
Share-Based Compensation Expense and Cash Flows
The Company’s share-based compensation expense is recorded in “Operating costs and expenses” and “Selling and administrative expenses” in the consolidated statements of operations. Cash received by the Company upon the exercise of stock options is reflected as a financing activity in the consolidated statements of cash flows. Share-based compensation expense and cash flow amounts were as follows:
Year Ended December 31,
2020 2019 2018
(Dollars in millions)
Share-based compensation expense $ 13.5 $ 38.3 $ 34.9
Tax benefit — — —
Share-based compensation expense, net of tax benefit $ 13.5 $ 38.3 $ 34.9
Cash received upon the exercise of stock options
— — —
Write-off tax benefits related to share-based compensation — — —
As of December 31, 2020, the total unrecognized compensation cost related to nonvested awards was $ 13.5 million, net of taxes, which is expected to be recognized over 2.0 years with a weighted-average period of 0.7 years.
Deferred Stock Units
During the years ended December 31, 2020, 2019 and 2018, the Company granted deferred stock units to each of the non-employee members of the Board. The fair value of these units is equal to the market price of the Company’s Common Stock at the date of grant. These deferred stock units generally vest on a monthly basis over 12 months and are settled in Common Stock three years after the date of grant.
Restricted Stock Units
On the Effective Date, the Company granted restricted stock units under the 2017 Incentive Plan and the terms of the relevant restricted stock unit agreement to all employees, including its executive officers (the Emergence Awards).The Emergence Awards granted to the Company’s executive officers vested ratably on each of the first three anniversaries of the Effective Date, subject to, among other things, each such executive officer’s continued employment with the Company. The Emergence Awards became fully vested upon each such executive officer’s termination of employment by the Company and its subsidiaries without Cause or by the executive for Good Reason (each, as defined in the 2017 Incentive Plan or award agreement) or due to a termination of employment with the Company and its subsidiaries by reason of death or Disability (as defined in the 2017 Incentive Plan or award agreement). In order to receive the Emergence Awards, the executive officers were required to execute restrictive covenant agreements protecting the Company’s interests. There are no unvested Emergence Awards outstanding as of December 31, 2020.
The Company grants restricted stock units to certain senior management and non-senior management employees. For units granted to both senior and non-senior management employees containing only service conditions, the fair value of the award is equal to the market price of the Company’s Common Stock at the date of grant. Units granted to senior and non-senior management employees vest at various times (none of which exceed three years ) in accordance with the underlying award agreement. Compensation cost for both senior and non-senior management employees is recognized on a straight-line basis over the requisite service period. The payouts for active grants awarded during the years ended December 31, 2020, 2019 and 2018 will be settled in the Company’s Common Stock.
Peabody Energy Corporation 2020 Form 10-K
F-57
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
A summary of restricted stock unit activity is as follows:
Year Ended December 31, 2020 Weighted
Average
Grant-Date
Fair Value
Nonvested at December 31, 2019 1,706,025 $ 26.89
Granted 1,706,907 9.71
Vested ( 1,105,979 ) 24.37
Forfeited ( 676,997 ) 16.38
Nonvested at December 31, 2020 1,629,956 $ 14.49
The total fair value at grant date of restricted stock units granted during the years ended December 31, 2020, 2019 and 2018 was $ 16.6 million, $ 19.8 million and $ 18.2 million, respectively.
The restricted stock units receive dividend equivalent units (DEUs) upon payment of cash dividends to holders of Common Stock. DEUs vest subject to the same vesting requirements as the underlying restricted stock unit award. As of December 31, 2020, there were approximately 32,000 nonvested DEUs. The total fair value of restricted stock units and DEUs vested was $ 5.6 million, $ 40.3 million and $ 46.2 million during the years ended December 31, 2020, 2019 and 2018, respectively.
Performance Units
Performance units are typically granted annually in January and vest over a three-year measurement period and are primarily limited to senior management personnel. The performance units are usually subject to the achievement of goals based on the following conditions: three-year return on invested capital and environmental reclamation (performance condition). In addition, the payout of the performance units can be increased or decreased by up to 25 % of the award based on three-year stock price performance compared to a custom peer group (market condition). Awards granted during the years ended December 31, 2020, 2019 and 2018 will be settled in the Company's Common Stock.
A summary of performance unit activity is as follows:
Year Ended December 31, 2020 Weighted
Average
Remaining Contractual Life
Nonvested at December 31, 2019 426,606 1.6
Granted 686,082
Vested —
Forfeited ( 254,100 )
Nonvested at December 31, 2020 858,588 1.5
As of December 31, 2020, no performance units had vested.
The performance units receive DEUs upon payment of cash dividends to holders of Common Stock. DEUs vest subject to the same vesting requirements as the underlying performance unit award. As of December 31, 2020, there were approximately 33,000 nonvested DEUs
The performance condition awards were valued utilizing the grant date fair values of the Company’s Common Stock adjusted for dividends foregone during the vesting period. The market condition awards were valued utilizing a Monte Carlo simulation model which incorporates the total stockholder return hurdles set for each grant. The assumptions used in the valuations for grants were as follows:
Year Ended December 31,
2020 2019
Risk-free interest rate 1.45 % 2.44 %
Expected volatility 49.34 % 48.81 %
Dividend yield — % — %
Peabody Energy Corporation 2020 Form 10-K
F-58
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(19) Accumulated Other Comprehensive Income
The following table sets forth the after-tax components of accumulated other comprehensive (loss) income and changes thereto:
Foreign
Currency
Translation
Adjustment Prior Service
Credit (Cost) Associated
with
Postretirement
Plans Total
Accumulated
Other
Comprehensive
Income
(Dollars in millions)
December 31, 2017 $ 1.4 $ — $ 1.4
Current period change ( 5.9 ) 44.6 38.7
December 31, 2018 ( 4.5 ) 44.6 40.1
Reclassification from other comprehensive income to earnings — ( 8.7 ) ( 8.7 )
Current period change 0.2 — 0.2
December 31, 2019 ( 4.3 ) 35.9 31.6
Reclassification from other comprehensive income to earnings — ( 17.3 ) ( 17.3 )
Current period change 6.1 185.4 191.5
December 31, 2020 $ 1.8 $ 204.0 $ 205.8
Postretirement health care and life insurance benefits reclassified from “Accumulated other comprehensive income” to earnings of $ 17.3 million and $ 8.7 million during the years ended December 31, 2020 and 2019, respectively, are included in “Net periodic benefit (credit) costs, excluding service cost” in the accompanying consolidated statements of operations. There were no amounts reclassified out of “Accumulated other comprehensive income” into earnings during the year ended December 31, 2018.
Comprehensive loss differed from net loss by the amount of the change in prior service cost of postretirement plans (see Note 15. “Postretirement Health Care and Life Insurance Benefits” for information related to the Company’s postretirement plans) and foreign currency translation adjustment related to the Company’s investments in Middlemount, whose functional currency is the Australian dollar.
(20) Other Events
Cost Repositioning Program
As part of its cost repositioning program, the Company idled nine individual mines for periods ranging from one week to multiple months throughout the year ended December 31, 2020. Included in the count was the Shoal Creek Mine in Alabama, which was idled in October 2020 to reset the cost structure of the mine amid weak pricing and demand, and the Metropolitan Mine in New South Wales, Australia, which was idled in late December 2020.
United Wambo Joint Venture with Glencore
In December 2019, after receiving the requisite regulatory and permitting approvals, the Company formed an unincorporated joint venture with Glencore plc (Glencore), in which the Company holds a 50 % interest, to combine the existing operations of the Company’s Wambo Open-Cut Mine in Australia with the adjacent coal reserves of Glencore’s United Mine. The Company proportionally consolidates the entity based upon its economic interest.
Both parties contributed mining tenements upon formation of the joint venture (United Wambo Joint Venture), and combined operations commenced in December 2020. During the year ended December 31, 2020, the Company contributed approximately $ 72 million towards construction and development, which is reflected as “Additions to property, plant, equipment and mine development” in the accompanying consolidated statements of cash flows. As per the joint venture agreement, the Company fully owned and operated the Wambo Open-Cut Mine through the date that combined operations commenced. At that date, the parties contributed mining equipment and other assets, and certain additional construction and development activities are ongoing. Glencore is responsible for managing the mining operations of the joint venture.
Peabody Energy Corporation 2020 Form 10-K
F-59
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company accounted for its interest in the United Wambo Joint Venture at fair value and recognized a gain of $ 48.1 million, which was classified in “Gain on formation of United Wambo Joint Venture” in the accompanying consolidated statements of operations during the year ended December 31, 2019. The gain represented the difference between the fair value of the Company’s interest in the joint venture, $ 63.7 million, and the carrying value of the Company’s net assets contributed upon formation, $ 15.6 million. The fair value of the Company’s interest in the joint venture was based on applying the income and cost valuation methods to the combined mining tenements and included a provision for the estimated fair value of related asset retirement obligations.
PRB Colorado Joint Venture with Arch
On June 18, 2019, the Company entered into a definitive implementation agreement with Arch, to establish a joint venture that would have combined their respective Powder River Basin (PRB) and Colorado operations. On February 26, 2020, the U.S. Federal Trade Commission (FTC) sought a preliminary injunction to challenge the Company’s proposed joint venture. On September 29, 2020, the United States District Court for the Eastern District of Missouri (the District Court) granted the FTC’s request for a preliminary injunction. Effective September 30, 2020, Peabody and Arch terminated their agreement to establish the joint venture.
Acquisition of Shoal Creek Mine
On December 3, 2018, the Company completed the acquisition of the Shoal Creek metallurgical coal mine, preparation plant and supporting assets located in Alabama (Shoal Creek Mine) from Drummond Company, Inc. for a purchase price of $ 389.8 million after customary purchase price adjustments, which was funded with available cash on hand. The acquisition expanded the Company’s seaborne metallurgical mining platform.
The acquisition excluded all liabilities other than reclamation and the Company is not responsible for other liabilities relating to the operation of the Shoal Creek Mine prior to the acquisition date, including employee benefit plans and post-employment benefits. In connection with completing the acquisition, a new collective bargaining agreement was reached with the union-represented workforce that eliminates participation in the multi-employer pension plan and replaces it with a 401(k) retirement plan.
The purchase accounting allocations were recorded in the accompanying consolidated financial statements as of, and for the period subsequent to the acquisition date. The Company finalized the valuation of the net assets acquired and related purchase price allocation during the year ended December 31, 2019. The total purchase price was allocated as follows: $ 365.3 million to property, plant, equipment and mine development; $ 39.9 million to inventories; $ 11.3 million to asset retirement obligations; and $ 4.1 million to various current liabilities.
Determining the fair value of assets acquired and liabilities assumed required judgment and the utilization of independent valuation experts, and included the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates and asset lives, among other items. Due to the unobservable inputs to the valuation, the fair value would be considered Level 3 in the fair value hierarchy.
The results of Shoal Creek Mine subsequent to the acquisition date are included in the accompanying consolidated statements of operations and are reported in the Seaborne Metallurgical Mining segment. The Shoal Creek Mine contributed revenues of $ 12.8 million and less than $ 0.1 million of net income from December 4, 2018 through December 31, 2018. This excludes acquisition costs recorded during the year ended December 31, 2018 of $ 7.4 million, which primarily consisted of professional fees. These acquisition costs are recorded in the “Transaction costs related to business combinations and joint ventures” line item in the consolidated statements of operations.
The following unaudited pro forma financial information provides the estimated combined results of operations of the Company and Shoal Creek Mine for the year ended December 31, 2018, on a pro forma basis, as though the operations of the Shoal Creek Mine had been combined with the Company’s operations as of January 1, 2018: revenues of $ 6,008.4 million; income from continuing operations, net of income taxes of $ 826.6 million; basic earnings per share from continuing operations of $ 5.84 ; and diluted earnings per share from continuing operations of $ 5.75 .
The pro forma income from continuing operations, net of income taxes includes adjustments to operating costs to reflect the additional expense for the estimated impact of the fair value adjustment for coal inventory, a reduction in postretirement benefit costs resulting from the new collective bargaining agreement described above, and the estimated impact on depreciation, depletion and amortization for the fair value adjustment for property, plant and equipment (including coal reserve assets). On a pro forma basis, the acquisition would have had no impact on taxable income due to the Company’s federal NOLs, as further described in Note 10. “Income Taxes.”
Peabody Energy Corporation 2020 Form 10-K
F-60
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Pro forma information is not provided for the years ended December 31, 2020 or 2019 because the operations of the Shoal Creek Mine are reflected in the Company’s actual consolidated results for the entire year. The unaudited pro forma financial information does not necessarily reflect the results of operations that would have occurred had the operations of the Company and Shoal Creek Mine been combined during those periods or that may be attained in the future.
North Goonyella
The Company’s North Goonyella Mine in Queensland, Australia experienced a fire in a portion of the mine during September 2018 and mining operations have been suspended since then. During the years ended December 31, 2019 and 2018, the Company recorded provisions for equipment losses of $ 83.2 million and $ 66.4 million, respectively, related to the fire, representing the best estimate of losses to date. No additional provisions for equipment losses were recorded during the year ended December 31, 2020. The Company has also incurred containment and idling costs subsequent to the mine’s suspension which amounted to $ 32.3 million, $ 111.5 million and $ 58.0 million during the years ended December 31, 2020, 2019 and 2018, respectively.
In March 2019, the Company entered into an insurance claim settlement agreement with its insurers and various re-insurers under a combined property damage and business interruption policy and recorded a $ 125 million insurance recovery, the maximum amount available under the policy above a $ 50 million deductible. The Company has collected the full amount of the recovery.
The Company is currently evaluating various alternatives regarding the future utility of the mine. In the event that no future mining occurs at the North Goonyella Mine or the Company is unable to find a commercial alternative, the Company may record additional charges for the remaining carrying value of the North Goonyella Mine of up to approximately $ 300 million, which is included in the at-risk value described in Note 3. “Asset Impairment.” Incremental exposures above the aforementioned include take-or-pay obligations and other costs associated with idling or closing the mine.
Divestitures and Other Transactions
The Company’s Kayenta Mine closed during August 2019 upon termination of its coal supply agreement with the Navajo Generating Station (NGS) in Arizona. The NGS was the sole customer of the Kayenta Mine and the coal supply agreement provided for consideration to the Company related to its post-mining obligations for retiree healthcare and reclamation costs. A cumulative portion of such consideration, $ 53.5 million, was held in trust and released to the Company upon termination. During the fourth quarter of 2019, the parties entered into a settlement agreement to finalize such consideration for an additional $ 78.5 million payable to the Company. Of this amount, $ 35.4 million was receivable at December 31, 2019, all of which was collected during the year ended December 31, 2020.
In June 2018, Peabody entered into an agreement to sell approximately 23 million tonnes of metallurgical coal resources adjacent to its Millennium Mine to Stanmore Coal Limited for approximately $ 22 million. The sale was completed in July 2018 and the Company recorded a gain of $ 20.5 million which is included within “Net gain on disposals” in the accompanying consolidated statements of operations for the year ended December 31, 2018.
On February 6, 2018, the Company sold its 50 % interest in the Red Mountain Joint Venture (RMJV) with BHP Billiton Mitsui Coal Pty Ltd (BMC) for $ 20.0 million and recorded a gain of $ 7.1 million, which is included within “Net gain on disposals” in the accompanying consolidated statements of operations for the year ended December 31, 2018. RMJV operated the coal handling and preparation plant utilized by the Company’s Millennium Mine. BMC assumed the reclamation obligations and other commitments associated with the assets of RMJV. The Millennium Mine had continued usage of the coal handling and preparation plant and the associated rail loading facility until the end of 2019 via a coal washing take-or-pay agreement with BMC.
In January 2018, Peabody entered into an agreement to sell its share in certain surplus land assets in Queensland’s Bowen Basin to Pembroke Resources South Pty Ltd for approximately $ 37 million Australian dollars, net of transaction costs. The necessary approval of the Australian Foreign Investment Review Board to complete the transaction was received on March 29, 2018, satisfying all the conditions precedent to the sale, and the Company recorded a gain of $ 20.6 million, which is included within “Net gain on disposals” in the accompanying consolidated statements of operations for the year ended December 31, 2018.
Peabody Energy Corporation 2020 Form 10-K
F-61
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(21) Earnings per Share (EPS)
Basic EPS is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding. As such, the Company includes the share-based compensation awards in its potentially dilutive securities. Dilutive securities are not included in the computation of loss per share when a company reports a net loss from continuing operations as the impact would be anti-dilutive.
During the period which included the Company’s Series A Convertible Preferred Stock, basic and diluted EPS were computed using the two-class method, which is an earnings allocation that determines EPS for each class of common stock and participating securities according to dividends declared and participation rights in undistributed earnings. The Company’s Series A Convertible Preferred Stock was considered a participating security because holders were entitled to receive dividends on an if-converted basis. Diluted EPS assumes that participating securities are not executed or converted.
For all but the performance units, the potentially dilutive impact of the Company’s share-based compensation awards is determined using the treasury stock method. Under the treasury stock method, awards are treated as if they had been exercised with any proceeds used to repurchase common stock at the average market price during the period. Any incremental difference between the assumed number of shares issued and purchased is included in the diluted share computation. For the performance units, their contingent features result in an assessment for any potentially dilutive common stock by using the end of the reporting period as if it were the end of the contingency period for all units granted. For further discussion of the Company’s share-based compensation awards, see Note 18. “Share-Based Compensation.”
The computation of diluted EPS excluded aggregate share-based compensation awards of approximately 2.2 million, 1.9 million and less than 0.1 million for the years ended December 31, 2020, 2019 and 2018 respectively, because to do so would have been anti-dilutive for those periods. Because the potential dilutive impact of such share-based compensation awards is calculated under the treasury stock method, anti-dilution generally occurs when the exercise prices or unrecognized compensation cost per share of such awards are higher than the Company’s average stock price during the applicable period. Anti-dilution also occurs when a company reports a net loss from continuing operations, and the dilutive impact of all share-based compensation awards are excluded accordingly.
Peabody Energy Corporation 2020 Form 10-K
F-62
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following illustrates the earnings allocation method utilized in the calculation of basic and diluted EPS:
Year Ended December 31,
2020 2019 2018
(In millions, except per share data)
EPS numerator:
(Loss) income from continuing operations, net of income taxes
$ ( 1,859.8 ) $ ( 188.3 ) $ 645.7
Less: Series A Convertible Preferred Stock dividends — — 102.5
Less: Net (loss) income attributable to noncontrolling interests ( 3.5 ) 26.2 16.9
(Loss) income from continuing operations attributable to common stockholders, before allocation of earnings to participating securities
( 1,856.3 ) ( 214.5 ) 526.3
Less: Earnings allocated to participating securities — — 7.9
(Loss) income from continuing operations attributable to common stockholders, after allocation of earnings to participating securities (1)
( 1,856.3 ) ( 214.5 ) 518.4
(Loss) income from discontinued operations, net of income taxes ( 14.0 ) 3.2 18.1
Less: Income from discontinued operations allocated to participating securities — — 0.3
(Loss) income from discontinued operations attributable to common stockholders, after allocation of earnings to participating securities ( 14.0 ) 3.2 17.8
Net (loss) income attributable to common stockholders, after allocation of earnings to participating securities (1)
$ ( 1,870.3 ) $ ( 211.3 ) $ 536.2
EPS denominator:
Weighted average shares outstanding — basic 97.7 103.7 119.3
Impact of dilutive securities — — 1.7
Weighted average shares outstanding — diluted (2)
97.7 103.7 121.0
Basic EPS attributable to common stockholders:
(Loss) income from continuing operations $ ( 18.99 ) $ ( 2.07 ) $ 4.35
(Loss) income from discontinued operations ( 0.15 ) 0.03 0.15
Net (loss) income attributable to common stockholders $ ( 19.14 ) $ ( 2.04 ) $ 4.50
Diluted EPS attributable to common stockholders:
(Loss) income from continuing operations $ ( 18.99 ) $ ( 2.07 ) $ 4.28
(Loss) income from discontinued operations ( 0.15 ) 0.03 0.15
Net (loss) income attributable to common stockholders $ ( 19.14 ) $ ( 2.04 ) $ 4.43
(1) The reallocation adjustment for participating securities to arrive at the numerator to calculate diluted EPS was $ 0.1 million for the year ended December 31, 2018.
(2) The two-class method assumes that participating securities are not exercised or converted. As such, weighted average diluted shares outstanding excluded 2.1 million shares related to the participating securities for the year ended December 31, 2018.
As of January 31, 2018, all 30.0 million shares of Series A Convertible Preferred Stock issued upon the Effective Date had been converted into 59.3 million shares of Common Stock, which is inclusive of the shares that had been issued for the payable in-kind preferred stock dividends.
Peabody Energy Corporation 2020 Form 10-K
F-63
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(22) Management — Labor Relations
On December 31, 2020, the Company had approximately 4,600 employees worldwide, including approximately 3,500 hourly employees; the employee amounts exclude employees that were employed at operations classified as discontinued operations. Approximately 29 % of those hourly employees were represented by organized labor unions and were employed by mines that generated 18 % of the Company’s 2020 coal production from continuing operations. In the U.S., one mine is represented by an organized labor union. In Australia, the coal mining industry is unionized and the majority of hourly workers employed at the Company’s Australian mining operations are members of trade unions. The Construction, Forestry, Maritime, Mining and Energy Union generally represents the Company’s Australian subsidiaries’ hourly production and engineering employees, including those employed through contract mining relationships. The Company believes labor relations with its employees are good. Should that condition change, the Company could experience labor disputes, work stoppages or other disruptions in production that could negatively impact the Company’s results of operations and cash flows.
The following table presents the Company’s active mining operations as of December 31, 2020 in which the employees are represented by organized labor unions:
Mine Current Agreement Expiration Date
U.S.
Kayenta (1)
November 2024
Shoal Creek (2)
April 2021
Australia
Owner-operated mines:
Wilpinjong (3)
May 2020
Moorvale (4)
June 2017
Metropolitan (5)
January 2021
Wambo Underground (6)
March 2021
Coppabella (7)
June 2021
Wambo Open-Cut (6)
March 2022
(1) Prior to its closure in 2019, hourly workers at the Company’s Kayenta Mine in Arizona were represented by the UMWA under the Western Surface Agreement, which was effective through September 16, 2019. The Company concluded negotiations with the UMWA for a 4 year agreement covering the hourly workers expected to be involved in mining reclamation.
(2) Hourly workers at the Company’s Shoal Creek Mine in Alabama are represented by the UMWA under the Shoal Creek Wage Agreement, which is effective through April 1, 2021. This agreement covers hourly employees who generated approximately 1 % of the Company’s U.S. production during the year ended December 31, 2020. The hourly employees at the mine are temporarily laid off for an extended period and the Company issued a notice to the union in January 2021 to terminate the labor agreement and commence negotiations for a new agreement.
(3) The current Wilpinjong labor agreement for Wilpinjong Mine expired in May 2020. Management, employees and the union are currently negotiating a new agreement. Hourly employees of this mine comprise approximately 39 % of the Company’s Australian subsidiaries’ hourly employees, who generated approximately 59 % of the Company’s Australian production during the year ended December 31, 2020.
(4) Employees of the Company’s Moorvale Mine operate on individual contracts underpinned by a non-union enterprise agreement. Employees are managed according to their individual contracts rather than the enterprise agreement. The current memorandum of understanding agreeing to a rollover of the existing enterprise agreement expires in June 2023. Hourly employees of this mine comprise approximately 15 % of the Company’s Australian subsidiaries’ hourly employees, who generated approximately 5 % of the Company’s Australian production during the year ended December 31, 2020.
(5) Employees of the Company’s Metropolitan Mine operate under a separate labor agreement, which expires in January 2021. Management, employees and the union have commenced negotiations for a new agreement. There is also a deputy labor agreement which expires in April 2022. During 2019, the Company insourced the operation of the Metropolitan coal handling and preparation plant and the hourly employees are employed under a separate labor agreement that expires in May 2021. Hourly employees of this mine comprise approximately 14 % of the Company’s Australian subsidiaries’ hourly employees, who generated approximately 4 % of the Company’s Australian production during the year ended December 31, 2020.
Peabody Energy Corporation 2020 Form 10-K
F-64
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(6) Employees of the Wambo Open-Cut Mine operate under a separate enterprise agreement which will expire in March 2022. The Wambo Open Cut enterprise agreement and employees transferred to Glencore on December 1, 2020 as part of the new Joint Venture. Employees of the Company's Wambo Underground Mine operate under a separate labor agreement. That agreement will expire in March 2021. The Wambo coal handling and preparation plant hourly employees are under a separate labor agreement that expires in December 2021. Hourly employees of these mines comprise approximately 8 % of the Company’s Australian subsidiaries’ hourly employees, who generated approximately 23 % of the Company’s Australian production during the year ended December 31, 2020.
(7) Employees of the Company’s Coppabella Mine operate under a separate enterprise agreement which expires in June 2021. Hourly employees of this mine comprise approximately 23 % of the Company’s Australian subsidiaries’ hourly employees, who generated approximately 9 % of the Company’s Australian production during the year ended December 31, 2020.
Note: Employees of the North Goonyella Mine operated under a labor agreement which expired in December 2018. Due to the idling of the mine, as further described in Note 20. “Other Events,” hourly employees were terminated and there are no employees employed under the agreement and there are no current negotiations for a new labor agreement.
(23) Financial Instruments, Guarantees With Off-Balance-Sheet Risk and Other Guarantees
In the normal course of business, the Company is a party to various guarantees and financial instruments that carry off-balance-sheet risk and are not reflected in the accompanying consolidated balance sheets. At December 31, 2020, such instruments included $ 1,633.6 million of surety bonds and $ 437.6 million of letters of credit. Such financial instruments provide support for the Company’s reclamation bonding requirements, lease obligations, insurance policies and various other performance guarantees. The Company periodically evaluates the instruments for on-balance-sheet treatment based on the amount of exposure under the instrument and the likelihood of required performance. The Company does not expect any material losses to result from these guarantees or off-balance-sheet instruments in excess of liabilities provided for in the accompanying consolidated balance sheets.
Reclamation Bonding
The Company is required to provide various forms of financial assurance in support of its mining reclamation obligations in the jurisdictions in which it operates. Such requirements are typically established by statute or under mining permits.
At December 31, 2020, the Company’s asset retirement obligations of $ 728.2 million were supported by surety bonds of $ 1,451.9 million, as well as letters of credit issued under the Company’s receivables securitization program and Revolver. Letters of credit issued at December 31, 2020 amounted to $ 315.0 million, which served as collateral for surety bonds in support of asset retirement obligations.
Accounts Receivable Securitization
The Company entered into the Sixth Amended and Restated Receivables Purchase Agreement, as amended, dated as of April 3, 2017 (the Receivables Purchase Agreement) to extend the Company’s receivables securitization facility previously in place and expand that facility to include certain receivables from the Company’s Australian operations. The receivables securitization program (Securitization Program) is subject to customary events of default set forth in the Receivables Purchase Agreement. The Securitization Program expires April 1, 2022 and provides for up to $ 250.0 million in funding accounted for as a secured borrowing, limited to the availability of eligible receivables, and may be secured by a combination of collateral and the trade receivables underlying the program, from time to time. Funding capacity under the Securitization Program may also be utilized for letters of credit in support of other obligations. During 2020, the Receivables Purchase Agreement was amended to reduce certain dilutive constraints on eligible receivables and modify the Company’s reporting requirements under the Securitization Program.
Under the terms of the Securitization Program, the Company contributes the trade receivables of its participating subsidiaries on a revolving basis to P&L Receivables, its wholly-owned, bankruptcy-remote subsidiary, which then sells the receivables to unaffiliated banks. P&L Receivables retains the ability to repurchase the receivables in certain circumstances. The assets and liabilities of P&L Receivables are consolidated with Peabody, and the Securitization Program is treated as a secured borrowing for accounting purposes, but the assets of P&L Receivables will be used first to satisfy the creditors of P&L Receivables, not Peabody’s creditors. The borrowings under the Securitization Program bear interest at LIBOR plus 1.5 % per annum and remain outstanding throughout the term of the agreement, subject to the Company maintaining sufficient eligible receivables, by continuing to contribute trade receivables to P&L Receivables, unless an event of default occurs.
Peabody Energy Corporation 2020 Form 10-K
F-65
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
At December 31, 2020, the Company had no outstanding borrowings and $ 112.3 million of letters of credit issued under the Securitization Program. The letters of credit were primarily in support of portions of the Company’s obligations for property and casualty insurance. Availability under the Securitization Program, which is adjusted for certain ineligible receivables, was $ 19.3 million at December 31, 2020. The Company had no collateral posted under the Securitization Program at either December 31, 2020 or 2019. The Company incurred interest and fees associated with the Securitization Program of $ 2.6 million, $ 3.3 million and $ 5.2 million during the years ended December 31, 2020, 2019 and 2018, respectively, which have been recorded as “Interest expense” in the accompanying statements of operations.
Cash Collateral Arrangements and Restricted Cash
From time to time, the Company is required to remit cash to certain regulatory authorities and other third parties as collateral for financial assurances associated with a variety of long-term obligations and commitments surrounding employee related matters and the mining, reclamation and shipping of its production. The Company had no such cash collateral or restricted cash requirements as of either December 31, 2020 or 2019. The Company had $ 323.1 million held by third parties related to such obligations at December 31, 2017. All such collateral was returned to the Company during the year ended December 31, 2018, largely as the result of replacing collateral balances with third-party surety bonding in Australia.
Other
The Company is the lessee under numerous equipment and property leases. It is common in such commercial lease transactions for the Company, as the lessee, to agree to indemnify the lessor for the value of the property or equipment leased, should the property be damaged or lost during the course of the Company’s operations. The Company expects that losses with respect to leased property, if any, may be covered by insurance (subject to deductibles). The Company and certain of its subsidiaries have guaranteed other subsidiaries’ performance under various lease obligations. Aside from indemnification of the lessor for the value of the property leased, the Company’s maximum potential obligations under its leases are equal to the respective future minimum lease payments, and the Company assumes that no amounts could be recovered from third parties. In this regard, the Company recorded provisions of $ 0.3 million and $ 50.4 million during the years ended December 31, 2019 and 2018, respectively, for the loss of leased equipment at the North Goonyella Mine as described in Note 20. “Other Events.”
Substantially all of the Company’s U.S. subsidiaries provide financial guarantees under long-term debt agreements entered into by the Company. The maximum amounts payable under the Company’s debt agreements are equal to the respective principal and interest payments.
(24) Commitments and Contingencies
Commitments
Unconditional Purchase Obligations
As of December 31, 2020, purchase commitments for capital expenditures were $ 37.0 million, all of which is obligated in the next five years, with $ 29.3 million obligated within the next 12 months.
In Australia, the Company has generally secured the ability to transport coal through rail contracts and ownership interests in five east coast coal export terminals that are primarily funded through take-or-pay arrangements with terms ranging up to 22 years. In the U.S., the Company has entered into certain long-term coal export terminal agreements to secure export capacity through the Gulf Coast. As of December 31, 2020, these Australian and U.S. commitments under take-or-pay arrangements totaled $ 1.2 billion, of which approximately $ 95 million is obligated within the next year.
Contingencies
From time to time, the Company or its subsidiaries are involved in legal proceedings arising in the ordinary course of business or related to indemnities or historical operations. The Company believes it has recorded adequate reserves for these liabilities. The Company discusses its significant legal proceedings below, including ongoing proceedings and those that impacted the Company’s results of operations for the periods presented.
Peabody Energy Corporation 2020 Form 10-K
F-66
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Litigation Relating to Continuing Operations
Securities Class Action. On September 28, 2020, the Oklahoma Firefighters Pension and Retirement System brought a securities lawsuit against the Company and certain of its officers in the U.S. District Court for the Southern District of New York on behalf of a putative class of shareholders (Plaintiffs) who purchased Company stock between April 3, 2017, and October 28, 2019 (Class Period), for alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder (Securities Class Action). Plaintiffs allege that defendants made false or misleading statements and/or failed to disclose certain adverse facts pertaining to safety practices at the Company’s North Goonyella Mine and that, after a September 28, 2018 fire at the mine, made false or misleading statements and/or failed to disclose certain adverse facts pertaining to the feasibility of the Company’s plan to restart the mine after the fire. The Company believes the lawsuit lacks merit and intends to vigorously defend against the allegations. On January 12, 2021, the Court appointed Oregon Public Employees Retirement Fund as lead plaintiff. On January 25, 2021, the Court entered a scheduling order for this matter. Plaintiffs must file their amended complaint by March 19, 2021. The defendants must file their motion to dismiss by June 7, 2021. Additional briefings at this phase of litigation should be completed by the end of August 2021.
Derivative Actions. On December 22, 2020, a plaintiff, putatively on behalf of the Company, brought a shareholder derivative lawsuit in the United States District Court for the District of Delaware against certain directors and a former officer of the Company, as defendants. The Company was also named as a nominal defendant. Plaintiff did not make a demand on the Company’s board before instituting the lawsuit, and alleges such demand would have been futile. In the complaint, Plaintiff alleges that defendants allegedly failed to disclose adverse facts relating to the safety practices at the Company’s North Goonyella mine, thereby leading to a September 28, 2018 fire, and allegedly failed to disclose adverse facts pertaining to the feasibility of reopening the mine. The derivative complaint alleges (i) contribution against certain current and former officers for securities fraud based on the Securities Class Action, and against all defendants, (ii) breach of fiduciary duties, (iii) waste of corporate assets for causing the Company to incur legal liability, and (iv) unjust enrichment.
On February 10, 2021, a second plaintiff, putatively on behalf of the Company, filed a similar shareholder derivative lawsuit in the United States District Court for the District of Delaware against the directors, two current officers and a former officer of the Company, as defendants. The Company was named as a nominal defendant. This suit makes claims similar to those made in the Phelps matter, but asserts a claim for alleged misstatements in a proxy statement under Section 14(a) of the Securities and Exchange Act of 1934.
The Company believes both lawsuits lack merit and intends to vigorously defend against the allegations.
Other
At times, the Company becomes a party to other disputes, including those related to contract miner performance, claims, lawsuits, arbitration proceedings, regulatory investigations and administrative procedures in the ordinary course of business in the U.S., Australia and other countries where the Company does business. Based on current information, the Company believes that such other pending or threatened proceedings are likely to be resolved without a material adverse effect on its financial condition, results of operations or cash flows. The Company reassesses the probability and estimability of contingent losses as new information becomes available.
(25) Segment and Geographic Information
During the year ended December 31, 2019, the Cottage Grove and Kayenta Mines closed, and the Company announced the planned closures of the Wildcat HiIls Underground and Somerville Central Mines. Due to these changes, the Company revised its reportable segments beginning in the first quarter of 2020 to reflect the manner in which the chief operating decision maker (CODM) views the Company’s businesses going forward for purposes of reviewing performance, allocating resources and assessing future prospects and strategic execution. The Company now reports its results of operations primarily through the following reportable segments: Seaborne Thermal Mining, Seaborne Metallurgical Mining, Powder River Basin Mining, Other U.S. Thermal Mining and Corporate and Other. Prior period results have been recast for comparability.
Peabody Energy Corporation 2020 Form 10-K
F-67
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The business of the Company’s seaborne operating platform is primarily export focused with customers spread across several countries, with a portion of its thermal and metallurgical coal sold within Australia. Generally, revenues from individual countries vary year by year based on electricity and steel demand, the strength of the global economy, governmental policies and several other factors, including those specific to each country. The Company classifies its seaborne mines within the Seaborne Thermal Mining or Seaborne Metallurgical Mining segments based on the primary customer base and coal reserve type of each mining operation. A small portion of the coal mined by the Seaborne Thermal Mining segment is of a metallurgical grade. Similarly, a small portion of the coal mined by the Seaborne Metallurgical Mining segment is of a thermal grade. Additionally, the Company may market some of its metallurgical coal products as a thermal coal product from time to time depending on market conditions.
The Company’s Seaborne Thermal Mining operations consist of mines in New South Wales, Australia. The mines in that segment utilize both surface and underground extraction processes to mine low-sulfur, high Btu thermal coal.
The Company’s Seaborne Metallurgical Mining operations consist of mines in Queensland, Australia, one in New South Wales, Australia and one in Alabama. The mines in that segment utilize both surface and underground extraction processes to mine various qualities of metallurgical coal (low-sulfur, high Btu coal). The metallurgical coal qualities include hard coking coal, semi-hard coking coal, semi-soft coking coal and pulverized coal injection coal.
The principal business of the Company’s thermal mining segments in the U.S. is the mining, preparation and sale of thermal coal, sold primarily to electric utilities in the U.S. under long-term contracts, with a relatively small portion sold as international exports as conditions warrant. The Company’s Powder River Basin Mining operations consist of its mines in Wyoming. The mines in that segment are characterized by surface mining extraction processes, coal with a lower sulfur content and Btu and higher customer transportation costs (due to longer shipping distances). The Company’s Other U.S. Thermal Mining operations historically reflect the aggregation of its Illinois, Indiana, New Mexico, Colorado and Arizona mining operations. The mines in that segment are characterized by a mix of surface and underground mining extraction processes, coal with a higher sulfur content and Btu and lower customer transportation costs (due to shorter shipping distances). Geologically, the Company’s Powder River Basin Mining operations mine sub-bituminous coal deposits and its Other U.S. Thermal Mining operations mine both bituminous and sub-bituminous coal deposits.
The Company’s Corporate and Other segment includes selling and administrative expenses, including its technical and shared services functions; results from equity affiliates; corporate hedging activities; trading and brokerage activities; results from certain mining and export/transportation joint ventures; minimum charges on certain transportation-related contracts; the closure of inactive mining sites; and certain commercial matters.
The Company’s CODM uses Adjusted EBITDA as the primary metric to measure the segments’ operating performance. Adjusted EBITDA is a non-GAAP financial measure defined as (loss) income 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 the segments’ operating performance, as displayed in the reconciliation below. The Company has retrospectively modified its calculation of Adjusted EBITDA to exclude restructuring charges and transaction costs related to business combinations and joint ventures as management does not view these items as part of its normal operations. Management believes non-GAAP performance measures are used by investors to measure the Company’s operating performance and lenders to measure the Company’s ability to incur and service debt. 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.
Segment results for the year ended December 31, 2020 were as follows:
Seaborne Thermal Mining Seaborne Metallurgical Mining Powder River Basin Mining Other U.S. Thermal Mining Corporate
and Other Consolidated
(Dollars in millions)
Revenues $ 711.8 $ 486.5 $ 991.1 $ 707.3 $ ( 15.6 ) $ 2,881.1
Adjusted EBITDA 163.2 ( 130.2 ) 194.8 168.4 ( 137.4 ) 258.8
Additions to property, plant, equipment and mine development
100.7 50.8 13.2 23.3 3.4 191.4
Loss from equity affiliates — — — — 60.1 60.1
Peabody Energy Corporation 2020 Form 10-K
F-68
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Segment results for the year ended December 31, 2019 were as follows:
Seaborne Thermal Mining Seaborne Metallurgical Mining Powder River Basin Mining Other U.S. Thermal Mining Corporate
and Other Consolidated
(Dollars in millions)
Revenues $ 971.7 $ 1,033.1 $ 1,228.7 $ 1,309.4 $ 80.5 $ 4,623.4
Adjusted EBITDA 329.4 140.2 221.2 361.4 ( 169.2 ) 883.0
Additions to property, plant, equipment and mine development
42.1 143.4 42.8 54.0 3.1 285.4
Income from equity affiliates
— — — — ( 3.4 ) ( 3.4 )
Segment results for the year ended December 31, 2018 were as follows:
Seaborne Thermal Mining Seaborne Metallurgical Mining Powder River Basin Mining Other U.S. Thermal Mining Corporate
and Other Consolidated
(Dollars in millions)
Revenues $ 1,099.2 $ 1,553.0 $ 1,424.8 $ 1,393.0 $ 111.8 $ 5,581.8
Adjusted EBITDA 452.0 441.4 284.5 290.6 ( 80.6 ) 1,387.9
Additions to property, plant, equipment and mine development
66.6 88.7 81.0 60.5 4.2 301.0
Federal coal lease expenditures — — — 0.5 — 0.5
Income from equity affiliates
— — — — ( 68.1 ) ( 68.1 )
Asset details are reflected at the division level only for the Company’s mining segments and are not allocated between each individual segment as such information is not regularly reviewed by the Company’s CODM. Further, some assets service more than one segment within the division and an allocation of such assets would not be meaningful or representative on a segment by segment basis. Assets related to closed, suspended or otherwise inactive mines are included within the Corporate and Other category.
Assets as of December 31, 2020 were as follows:
Seaborne Mining U.S. Thermal Mining Corporate
and Other Consolidated
(Dollars in millions)
Total assets $ 1,763.0 $ 1,345.3 $ 1,558.8 $ 4,667.1
Property, plant, equipment and mine development, net
1,347.3 1,258.8 445.0 3,051.1
Operating lease right-of-use assets 30.8 3.5 15.6 49.9
Assets as of December 31, 2019 were as follows:
Seaborne Mining U.S. Thermal Mining Corporate
and Other Consolidated
(Dollars in millions)
Total assets $ 2,001.3 $ 3,044.8 $ 1,496.7 $ 6,542.8
Property, plant, equipment and mine development, net
1,610.9 2,776.9 291.3 4,679.1
Operating lease right-of-use assets 32.1 30.3 20.0 82.4
Assets as of December 31, 2018 were as follows:
Seaborne Mining U.S. Thermal Mining Corporate
and Other Consolidated
(Dollars in millions)
Total assets $ 2,044.6 $ 3,481.7 $ 1,897.4 $ 7,423.7
Property, plant, equipment and mine development, net
1,661.3 3,180.4 365.3 5,207.0
Peabody Energy Corporation 2020 Form 10-K
F-69
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
A reconciliation of consolidated (loss) income from continuing operations, net of income taxes to Adjusted EBITDA follows:
Year Ended December 31,
2020 2019 2018
(Dollars in millions)
(Loss) income from continuing operations, net of income taxes $ ( 1,859.8 ) $ ( 188.3 ) $ 645.7
Depreciation, depletion and amortization 346.0 601.0 679.0
Asset retirement obligation expenses 45.7 58.4 53.0
Restructuring charges 37.9 24.3 1.2
Transaction costs related to business combinations and joint ventures 23.1 21.6 7.4
Gain on formation of United Wambo Joint Venture — ( 48.1 ) —
Asset impairment 1,487.4 270.2 —
Provision for North Goonyella equipment loss — 83.2 66.4
North Goonyella insurance recovery - equipment (1)
— ( 91.1 ) —
Changes in deferred tax asset valuation allowance and reserves and amortization of basis difference related to equity affiliates 30.9 ( 18.8 ) ( 18.3 )
Interest expense 139.8 144.2 151.3
Interest income ( 9.4 ) ( 27.0 ) ( 33.6 )
Net mark-to-market adjustment on actuarially determined liabilities
( 5.1 ) 67.4 ( 125.5 )
Reorganization items, net — — ( 12.8 )
Unrealized losses (gains) on economic hedges 29.6 ( 42.2 ) ( 18.3 )
Unrealized (gains) losses on non-coal trading derivative contracts ( 7.1 ) ( 1.2 ) 0.7
Take-or-pay contract-based intangible recognition ( 8.2 ) ( 16.6 ) ( 26.7 )
Income tax provision 8.0 46.0 18.4
Total Adjusted EBITDA $ 258.8 $ 883.0 $ 1,387.9
(1) As described in Note 20. “Other Events,” the Company recorded a $ 125.0 million insurance recovery during the year ended December 31, 2019 related to losses incurred at its North Goonyella Mine. Of this amount, Adjusted EBITDA excludes an allocated amount applicable to total equipment losses recognized at the time of the insurance recovery settlement, which consisted of $ 24.7 million and $ 66.4 million recognized during the years ended December 31, 2019 and 2018, respectively. The remaining $ 33.9 million, applicable to incremental costs and business interruption losses, is included in Adjusted EBITDA for the year ended December 31, 2019.
The following table presents revenues as a percent of total revenue from external customers by geographic region:
Year Ended December 31,
2020 2019 2018
U.S. 56.2 % 53.6 % 47.8 %
Japan 13.3 % 15.4 % 10.1 %
Taiwan 7.7 % 6.0 % 8.1 %
Australia 6.9 % 5.8 % 6.6 %
China 3.8 % 3.8 % 5.9 %
India 2.6 % 1.2 % 6.2 %
Vietnam 2.4 % 2.0 % 0.5 %
South Korea 0.8 % 2.9 % 3.1 %
Other 6.3 % 9.3 % 11.7 %
Total 100.0 % 100.0 % 100.0 %
The Company attributes revenue to individual countries based on the location of the physical delivery of the coal.
Peabody Energy Corporation 2020 Form 10-K
F-70
Table of Contents
PEABODY ENERGY CORPORATION
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
Description Balance at
Beginning of Period Charged to
Costs and Expenses Deductions (1)
Other Balance
at End of Period
(Dollars in millions)
Year Ended December 31, 2020
Reserves deducted from asset accounts:
Advance royalty recoupment reserve $ 0.3 $ — $ — $ — $ 0.3
Reserve for materials and supplies 7.9 3.5 ( 1.0 ) — 10.4
Tax valuation allowances 2,068.4 373.2 — ( 154.3 ) (2) 2,287.3
Year Ended December 31, 2019
Reserves deducted from asset accounts:
Advance royalty recoupment reserve $ 0.3 $ — $ — $ — $ 0.3
Reserve for materials and supplies 0.2 8.9 ( 1.2 ) — 7.9
Allowance for credit losses 4.4 ( 4.4 ) — — —
Tax valuation allowances 2,094.3 ( 29.8 ) — 3.9 2,068.4
Year Ended December 31, 2018
Reserves deducted from asset accounts:
Advance royalty recoupment reserve $ — $ 0.3 $ — $ — $ 0.3
Reserve for materials and supplies 0.6 0.5 ( 0.9 ) — 0.2
Allowance for credit losses 4.6 ( 0.2 ) — — 4.4
Tax valuation allowances 2,432.5 ( 275.0 ) — ( 63.2 ) (3) 2,094.3
(1) Reserves utilized, unless otherwise indicated.
(2) Includes the impact of a decrease in Australia NOLs due to a cancellation of intercompany debt, partially offset by the impact of the increase in the Australian dollar exchange rates.
(3) Includes the impact of the decrease in Australian dollar exchange rates, partially offset by the impact of final attribute reduction adjustments in the U.S.
Peabody Energy Corporation 2020 Form 10-K
F-71