What changed in this filing

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Item 1A. Risk Factors

2023-02-24 compared with 2022-02-18 · 82 added, 86 removed, 348 unchanged (33% of the section changed)

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New factors may emerge or changes to these risks could occur that could materially affect its business.

Peabody Energy Corporation 2021 Form 10-K

Risks Associated with Peabody’s Operations

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Declines in coal prices could materially and adversely affect the Company’s operating results and profitability and the value of its coal reserves and resources.

Peabody Energy Corporation 2022 Form 10-K

Coal prices are dependent upon factors beyond the Company’s control, including:

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In recent years, these trends have reduced demand for the Company’s coal and the related prices.

Lower demand for coal consumed by electric power generators could reduce the volume of thermal coal that the Company sells and the prices that it receives for the thermal coal, thereby reducing its revenues and adversely impacting its earnings and the value of its coal reserves and resources.

Lower demand for coal consumed by electric power generators could reduce the volume of thermal coal that the Company sells and the prices that it receives for the thermal coal, thereby reducing its revenue and adversely impacting its earnings and the value of its coal reserves and resources.

The Company produces metallurgical coal that is used in the global steel industry.

Metallurgical coal accounted for approximately 22% and 17% of its revenues in 2021 and 2020, respectively.

Metallurgical coal accounted for approximately 32% and 22% of its revenue in 2022 and 2021, respectively.

Changes in governmental policies and regulations and changes in the steel industry, including the demand for steel, could reduce the demand for the Company’s metallurgical coal.

Lower demand for metallurgical coal in international markets could reduce the amount of metallurgical coal that the Company sells and the prices that it receives for the metallurgical coal, thereby reducing its revenues and adversely impacting its earnings and the value of its coal reserves and resources.

Peabody Energy Corporation 2021 Form 10-K

The balance between coal demand and supply, factoring in demand and supply of closely related and competing fuel sources, both domestically and internationally, could materially reduce coal prices and therefore materially reduce the Company’s revenues and profitability.

The Company competes with other fuel sources used for electricity generation, such as natural gas and renewables.

Lower demand for metallurgical coal in international markets could reduce the amount of metallurgical coal that the Company sells and the prices that it receives for the metallurgical coal, thereby reducing its revenue and adversely impacting its earnings and the value of its coal reserves and resources.

The Company competes with other fuel sources used for electricity generation, such as natural gas, nuclear and renewables.

The Company’s seaborne products compete with other producers as well as other fuel sources.

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In the U.S., no new coal-fueled power plants are being constructed or reopened after closure.

These closures could have a material adverse effect on demand and prices for the Company’s coal, thereby reducing its revenues and materially and adversely affecting its business and results of operations.

If a substantial number of the Company’s long-term coal supply agreements, including those with its largest customers, terminate, or if the pricing, volumes or other elements of those agreements materially adjust, its revenues and operating profits could suffer if the Company is unable to find alternate buyers willing to purchase its coal on comparable terms to those in its contracts.

These closures could have a material adverse effect on demand and prices for the Company’s coal, thereby reducing its revenue and materially and adversely affecting its business and results of operations.

Peabody Energy Corporation 2022 Form 10-K

If a substantial number of the Company’s long-term coal supply agreements, including those with its largest customers, terminate, or if the pricing, volumes or other elements of those agreements materially adjust, its revenue and operating profits could suffer if the Company is unable to find alternate buyers willing to purchase its coal on comparable terms to those in its contracts.

Most of the Company’s sales are made under coal supply agreements, which are important to the stability and profitability of its operations.

The execution of a satisfactory coal supply agreement is frequently the basis on which the Company undertakes the development of coal reserves and resources required to be supplied under the contract, particularly in the U.S.

For the year ended December 31, 2021, the Company derived 26% of its revenues from coal supply agreements from its five largest customers.

For the year ended December 31, 2022, the Company derived 28% of its revenue from coal supply agreements from its five largest customers.

Those five customers were supplied primarily from 16 coal supply agreements (excluding trading and brokerage transactions) expiring at various times from 2023 to 2025.

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• key equipment failures;

• unavailability of equipment or parts;

• supply chain constraints or unavailability of equipment or parts;

• variations in coal seam thickness, coal quality, the amount of rock and soil overlying coal deposits and geologic conditions impacting mine sequencing;

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and unanticipated increases in operating costs.

During the year ended December 31, 2020, the Company recorded $1,487.4 million of impairment charges related to such factors, as further described in Note 3.

“Asset Impairment” to the accompanying consolidated financial statements.

These factors may trigger the recognition of additional impairment charges in the future, which could have a substantial impact on the Company’s results of operations.

Because of the volatile and cyclical nature of coal markets, it is reasonably possible that the Company’s current estimates of projected future cash flows from its mining assets may change in the near term, which may result in the need for adjustments to the carrying value of its assets.

The Company’s ability to operate effectively could be impaired if it loses key personnel or fails to attract qualified personnel.

Peabody manages its business with a number of key personnel, the loss of whom could have a material adverse effect on the Company, absent the completion of an orderly transition.

In addition, the Company believes that its future success will depend greatly on its continued ability to attract and retain highly skilled and qualified personnel in tight labor markets, particularly personnel with mining experience.

Peabody cannot provide assurance that key personnel will continue to be employed by the Company or that it will be able to attract and retain qualified personnel in the future.

Failure to retain or attract key personnel could have a material adverse effect on the Company.

Peabody Energy Corporation 2022 Form 10-K

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• inability to provide or fund collateral for current and future third-party issuers of surety bonds, bank guarantees or letters of credit;

• lack of available fronting banks in certain countries where the Company must provide financial assurances but its primary surety providers are not licensed or admitted.

As further described in “Liquidity and Capital Resources” of Part II, Item 7.

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In addition to coal price volatility, the Company is currently subject to price volatility on diesel fuel utilized in its mining operations and the Australian dollar.

The Company may in the future enter into hedging arrangements, including economic hedging arrangements, to manage these risks or other exposures.

The Company has entered into certain hedging arrangements to address these risks, and may continue in the future to enter into hedging arrangements, including economic hedging arrangements, to manage these risks or other exposures.

Since the Company’s existing hedging arrangements do not receive cash flow hedge accounting treatment, all changes in fair value are reflected in current earnings.

Some of these hedging arrangements may require the Company to post margin based on the value of the related instruments and other credit factors.

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“Properties” involves the use of certain estimates and those estimates could be inaccurate.

Actual production, revenues and expenditures with respect to its coal reserves and resources may vary materially from estimates.

Actual production, revenue and expenditures with respect to its coal reserves and resources may vary materially from estimates.

Peabody Energy Corporation 2022 Form 10-K

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If the Company is unable to fund these activities, it may not be able to maintain or increase its existing production rates and could be forced to change its business strategy, which could have a material adverse effect on its financial condition, results of operations and cash flows.

The Company faces numerous uncertainties in estimating its coal reserves and resources and inaccuracies in its estimates could result in lower than expected revenues, higher than expected costs and decreased profitability.

The Company faces numerous uncertainties in estimating its coal reserves and resources and inaccuracies in its estimates could result in lower than expected revenue, higher than expected costs and decreased profitability.

Coal is economically recoverable when the price at which the Company’s coal can be sold exceeds the costs and expenses of mining and selling the coal.

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The Company bases its reserve and resource information on engineering, economic and geological data assembled and analyzed by its staff and third parties, which includes various engineers and geologists.

The Company's estimates are also subject to SEC regulations regarding classification of reserves and resources, including the recently adopted subpart 1300 of Regulation S-K.

The Company's estimates are also subject to SEC regulations regarding classification of reserves and resources, including subpart 1300 of Regulation S-K.

The reserve and resource estimates as to both quantity and quality are updated from time to time to reflect production of coal from the reserves and resources and new drilling or other data received.

There are numerous uncertainties inherent in estimating quantities and qualities of coal and costs to mine recoverable reserves and resources, including many factors beyond the Company’s control.

Peabody Energy Corporation 2021 Form 10-K

Estimates of economically recoverable coal reserves and resources necessarily depend upon a number of variable factors and assumptions, any one of which may, if incorrect, result in an estimate that varies considerably from actual results.

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• historical production from the area compared with production from other producing areas.

Peabody Energy Corporation 2022 Form 10-K

The conversion of reported mineral resources to mineral reserves should not be assumed, and the reclassification of reported mineral resources from lower to higher levels of geological confidence should not be assumed.

As such, actual coal tonnage recovered from identified reserve and resource areas or properties and revenues and expenditures with respect to the Company’s reserves and resources may vary materially from estimates.

As such, actual coal tonnage recovered from identified reserve and resource areas or properties and revenue and expenditures with respect to the Company’s reserves and resources may vary materially from estimates.

Thus, these estimates may not accurately reflect its actual reserves and resources.

Any material inaccuracy in the Company’s estimates related to its reserves and resources could result in lower than expected revenues, higher than expected costs or decreased profitability which could materially and adversely affect its business, results of operations, financial position and cash flows.

Any material inaccuracy in the Company’s estimates related to its reserves and resources could result in lower than expected revenue, higher than expected costs or decreased profitability which could materially and adversely affect its business, results of operations, financial position and cash flows.

Joint ventures, partnerships or non-managed operations may not be successful and may not comply with the Company’s operating standards.

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Failure by non-controlled joint venture partners or contractors to adhere to operational standards that are equivalent to the Company’s could unfavorably affect safety results, operating costs and productivity and adversely impact its results of operations and reputation.

The Company’s business, results of operations, financial condition and prospects could be materially and adversely affected by pandemic or other widespread illnesses and the related effects on public health.

The Company’s operations are susceptible to widespread outbreaks of illness or other public health issues, such as the continuing global COVID-19 pandemic.

Pandemic illnesses could have a material adverse effect on the Company’s business, results of operations, financial condition and prospects, including its ability to comply with covenants under its debt agreements.

Governmental mandates and the Company’s efforts to act in the best interests of its employees, customers, suppliers, vendors and joint venture and other business partners, could affect its business and operations, causing the Company to modify a number of its normal business practices.

Governmental mandates could require forced shutdowns of its mines and other facilities for extended or indefinite periods and widespread outbreaks in locations significant to its operations could adversely affect its workforce, resulting in serious health issues and absenteeism.

In addition, pandemic illnesses could cause supply chains and distribution channels to be interrupted, slowed or rendered inoperable.

If the Company’s operations were curtailed, it may need to seek alternate sources of supply for commodities, services and labor, which may be more expensive.

Alternate sources may not be available or may result in delays in shipments to its customers.

Further, if the Company’s customers’ businesses were similarly affected, they might delay, reduce or cancel purchases from the Company.

Adverse changes in the general domestic and global economic conditions and disrupted domestic and international credit markets, could negatively affect its customers’ ability to pay the Company as well as its ability to access capital that could negatively affect its liquidity.

Peabody Energy Corporation 2021 Form 10-K

Despite its efforts to manage these potential impacts, their ultimate impact would also depend on factors beyond the Company’s knowledge or control, including the duration and severity of the pandemic as well as third-party actions taken to contain its spread and mitigate its public health effects.

The Company could also face disruption to supply chain and distribution channels, potentially increasing costs of production, storage and distribution, and potential adverse effects to its workforce, each of which could have a material adverse effect on its business, financial condition, results of operations and prospects.

The Company’s expenditures for postretirement benefit obligations could be materially higher than it has predicted if its underlying assumptions prove to be incorrect.

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These liabilities are actuarially determined.

The Company uses various actuarial assumptions, including the discount rate, future cost trends, mortality tables and rates of return on plan assets to estimate the costs and obligations for these items.

The Company uses various actuarial assumptions, including the discount rate, future cost trends, mortality tables, demographic assumptions and expected rates of return on plan assets to estimate the costs and obligations for these items.

Its discount rate is determined by utilizing a hypothetical bond portfolio model which approximates the future cash flows necessary to service its liabilities.

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Additionally, the Company’s reported defined benefit pension funding status may be affected, and it may be required to increase employer contributions, due to increases in its defined benefit pension obligation or poor financial performance in asset markets in future years.

Inflation could result in higher costs and decreased profitability

Recent inflation, increasing the cost of materials, labor, equipment, freight, fuel and other cost categories, has adversely impacted the Company and could be a sustained trend.

The Company’s efforts to recover inflation-based cost increases from its customers may be hampered as a result of the structure of its contracts and the contract bidding process as well as the competitive industries, economic conditions and countries in which the Company operates.

Accordingly, substantial inflation may result in a material adverse impact on the Company’s costs, profitability and financial results.

During the year ended December 31, 2022, the Company estimates that the impact of inflation increased operating costs and expenses by approximately $230 million over the prior year.

Peabody Energy Corporation 2022 Form 10-K

The Company’s operations are susceptible to widespread outbreaks of illness or other public health issues, such as the global coronavirus (COVID-19) pandemic.

In addition, pandemic illnesses could cause supply chain and distribution channels to be interrupted, slowed or rendered inoperable.

If the Company’s operations were curtailed, it may need to seek alternate sources of supply for commodities, services and labor, which may be more expensive.

Alternate sources may not be available or may result in delays in shipments to its customers.

Further, if the Company’s customers’ businesses were similarly affected, they might delay, reduce or cancel purchases from the Company.

Peabody is exposed to risks associated with political or international conflicts such as the ongoing conflict between Russia and Ukraine.

Political or international conflicts can result in worldwide geopolitical and macroeconomic uncertainty, as has been the case with the ongoing conflict between Russia and Ukraine.

The Company is unable to predict the ultimate impacts related to such conflicts.

If a conflict continues for a significant time or expands to other countries, it could have adverse effects on macroeconomic conditions, including but not limited to, turbulent coal pricing and trade flow disruptions resulting from sanctions imposed on coal imports;

supply chain disruptions;

increased costs;

and decreased business spending.

Furthermore, political or international conflicts could give rise to disruptions to Peabody or its business partners’ global technology infrastructure, including through cyber attack or cyber intrusion;

adverse changes in international trade policies and relations;

regulatory enforcement;

Peabody’s ability to implement and execute its business strategy;

terrorist activities;

Peabody’s exposure to foreign currency fluctuations;

and constraints, volatility, or disruption in the capital markets, any of which could have a material adverse effect on the Company’s business, results of operations, cash flows and financial condition.

Peabody could be exposed to significant liability, reputational harm, loss of revenue, increased costs or other risks if it sustains cyber attacks or other security breaches that disrupt its operations or result in the dissemination of proprietary or confidential information about the Company, its customers or other third-parties.

Peabody has implemented security protocols and systems with the intent of maintaining the physical security of its operations and protecting the Company’s and its counterparties’ confidential information and information related to identifiable individuals against unauthorized access.

Despite such efforts, the Company may be subject to security breaches which could result in unauthorized access to its facilities or the information it is trying to protect.

Unauthorized physical access to one of the Company’s facilities or electronic access to its information systems could result in, among other things, unfavorable publicity, litigation by affected parties, damage to sources of competitive advantage, disruptions to its operations, loss of customers, financial obligations for damages related to the theft or misuse of such information and costs to remediate such security vulnerabilities, any of which could have a substantial impact on the Company’s results of operations, financial condition or cash flows.

Peabody Energy Corporation 2022 Form 10-K

The Company is subject to various general operating risks which may be fully or partially outside of its control.

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• disruption to, or increased costs within, the transportation chain for coal, including rail, barge, trucking, overland conveyor, ports and ocean-going vessels;

• failure to attract and retain skilled and qualified personnel, or increases in the costs required to attract and retain skilled and qualified personnel, particularly as the prevalence of coal-fired electricity generation declines;

• new or increased forms of taxation imposed by federal, state, provincial or local governmental authorities, including production taxes, sales-related taxes, royalties, environmental taxes, mining profits taxes and income taxes;

• uncertainties associated with the Company’s global operating platform, including country and political risks, international regulatory requirements, and foreign currency rates.

• cyber-attacks or other cybersecurity incidents that disrupt the operations of the Company or third-parties with which the Company does business, including cloud-based software service providers, or result in the dissemination of proprietary or confidential information about it, its employees, its customers or other third-parties.

Peabody Energy Corporation 2021 Form 10-K

Risks Related to Peabody’s Indebtedness and Capital Structure

The Company’s financial performance could be adversely affected by its funded indebtedness (Indebtedness).

As of December 31, 2021, the Company had approximately $1.1 billion of Indebtedness outstanding, excluding finance leases and debt issuance costs.

The degree to which the Company is leveraged could have important consequences, including, but not limited to:

• making it more difficult for the Company to pay interest and satisfy its debt obligations;

• increasing the cost of borrowing;

• increasing the Company’s vulnerability to general adverse economic and industry or regulatory conditions;

• requiring the dedication of a substantial portion of the Company’s cash flow from operations to the payment of principal and interest on its Indebtedness, thereby reducing the availability of its cash flow to fund working capital, capital expenditures, business development or other general corporate requirements;

• limiting its ability to obtain additional financing to fund future working capital, capital expenditures, business development or other general corporate requirements;

• limiting its ability to make certain investments;

• limiting the Company’s ability to refinance or otherwise exchange existing debt at commercially acceptable rates;

• making it more difficult to obtain surety bonds, letters of credit, bank guarantees or other financing, particularly during periods in which credit markets are weak;

• limiting the Company’s flexibility in planning for, or reacting to, changes in its business and in the coal industry;

• causing a decline in its credit ratings;

• placing the Company at a competitive disadvantage compared to less leveraged competitors.

A downgrade in the Company’s credit ratings or other unfavorable indicators could result in, among other matters, a requirement to post additional collateral on derivative trading instruments that it may enter into, the loss of trading counterparties for corporate hedging and trading and brokerage activities or an increase in the cost of, or a limit on its access to, various forms of credit used in operating its business.

If the Company’s cash flows and capital resources are insufficient to fund its debt service obligations, it may be forced to sell assets, seek additional capital or seek to restructure or refinance its Indebtedness.

These alternative measures may not be successful and may not permit the Company to meet its scheduled debt service obligations.

Its Indebtedness may restrict the use of the proceeds from any such sales.

The Company may not be able to complete those sales and the proceeds may not be adequate to meet any debt service obligations then due.

Despite the Company’s Indebtedness, it may still be able to incur more debt, which could further increase the risks associated with its Indebtedness.

The Company may be able to incur additional Indebtedness in the future.

Although covenants under the indentures governing its senior secured notes and the agreements governing its other Indebtedness, including its credit facility, letter of credit facility, and finance leases, limit its ability to incur additional Indebtedness, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions can be material.

In addition, the indenture governing the senior secured notes and the agreements governing the Company’s other Indebtedness do not limit it from incurring obligations that do not constitute Indebtedness as defined therein.

The terms of the indentures governing the Company’s senior secured notes and the agreements and instruments governing its other Indebtedness and surety bonding obligations impose restrictions that may limit its operating and financial flexibility.

The indentures governing the Company’s senior secured notes and the agreements governing its other Indebtedness and surety bonding obligations contain certain restrictions and covenants which restrict its ability to incur liens and/or debt or provide guarantees in respect of obligations of any other person and other restrictions, all of which could adversely affect the Company’s ability to operate its business, as well as significantly affect its liquidity, and therefore could adversely affect its results of operations.

Peabody Energy Corporation 2021 Form 10-K

These covenants limit, among other things, the Company’s ability to:

Risks Related to Peabody’s Capital Structure

The terms of the agreements and instruments governing the Company’s debt and surety bonding obligations impose restrictions that may limit its operating and financial flexibility.

The agreements governing the Company’s debt and surety bonding obligations contain certain restrictions and covenants which restrict its ability to incur liens and/or debt or provide guarantees in respect of obligations of any other person and other restrictions, all of which could adversely affect the Company’s ability to operate its business, as well as significantly affect its liquidity, and therefore could adversely affect its results of operations.

These restrictions and covenants limit, among other things, the Company’s ability to:

• incur additional indebtedness;

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• receive dividends or other payments from subsidiaries in certain cases.

The Company’s ability to comply with these covenants may be affected by events beyond its control and the Company may need to refinance existing debt in the future.

A breach of any of these covenants together with the expiration of any cure period, if applicable, could result in a default under its senior secured notes.

If any such default occurs, subject to applicable grace periods, the holders of its senior secured notes may elect to declare all outstanding senior secured notes, together with accrued interest and other amounts payable thereunder, to be immediately due and payable.

If the obligations under its senior secured notes were to be accelerated, the Company’s financial resources may be insufficient to repay the notes and any other Indebtedness becoming due in full.

The terms of the Company’s Indebtedness provide that if it cannot meet its debt service obligations, the lenders could foreclose against the assets securing their borrowings and the Company could be forced into bankruptcy or liquidation.

In addition, if the Company breaches the covenants in the indentures governing the senior secured notes and do not cure such breach within the applicable time periods specified therein, the Company would cause an event of default under the indenture governing the senior secured notes and a cross-default to certain of its other Indebtedness and the lenders or holders thereunder could accelerate their obligations.

If the Company’s Indebtedness is accelerated, it may not be able to repay its Indebtedness or borrow sufficient funds to refinance it.

Even if the Company is able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to the Company.

If the Company’s Indebtedness is in default for any reason, its business, financial condition and results of operations could be materially and adversely affected.

In addition, complying with these covenants may make it more difficult for the Company to successfully execute its business strategy and compete against companies who are not subject to such restrictions.

The Company’s ability to comply with these restrictions or covenants may be affected by events beyond its control and the Company may need to refinance existing debt in the future.

A breach of any of these restrictions or covenants together with the expiration of any cure period, if applicable, could result in a default.

If any such default occurs, subject to applicable grace periods, the holders of the Company’s indebtedness may elect to declare such indebtedness, together with accrued interest and other amounts payable thereunder, to be immediately due and payable.

If such obligations were to be accelerated, the Company’s financial resources may be insufficient to repay the debt and any other obligations becoming due in full as a result of certain cross default provisions.

If the Company experiences a default under the terms of its debt or surety bonding obligations for any reason, its business, financial condition and results of operations could be materially and adversely affected.

In addition, complying with such terms may make it more difficult for the Company to successfully execute its business strategy and compete against companies who are not subject to such restrictions.

Peabody Energy Corporation 2022 Form 10-K

The number and quantity of viable financing and insurance alternatives available to the Company may be significantly impacted by unfavorable lending and investment policies by financial institutions and insurance companies associated with concerns about environmental impacts of coal combustion, and negative views around its efforts with respect to environmental and social matters and related governance considerations could harm the perception of the Company by a significant number of investors or result in the exclusion of its securities from consideration by those investors.

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These entities also have been pressuring lenders to limit financing available to such companies.

Peabody Energy Corporation 2021 Form 10-K

These efforts may have adverse consequences, including, but not limited to:

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Risks Related to Ownership of Peabody’s Securities

The price of Peabody’s securities may be volatile and could fall below the minimum allowed by New York Stock Exchange (NYSE) listing requirements.

The price of Peabody’s securities may be volatile.

The price of Peabody’s common stock (Common Stock) may fluctuate due to a variety of market and industry factors that may materially reduce the market price of its Common Stock regardless of its operating performance, including, among others:

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As a result of all of these factors, investors in Peabody’s Common Stock may not be able to resell their stock at or above the price they paid or at all.

In the recent past, Peabody’s closing stock price has fallen below $1.00 per share for a limited number of trading days.

If Peabody’s stock were to trade below $1.00 per share for 30 consecutive trading days, NYSE could commence suspension and delisting procedures.

Further, Peabody could be the subject of securities class action litigation due to any such stock price volatility, which could divert management’s attention and have a material adverse effect on its results of operation.

Peabody Energy Corporation 2022 Form 10-K

Peabody’s Common Stock is subject to dilution and may be subject to further dilution in the future.

Peabody’s Common Stock is subject to dilution from its long-term incentive plan.

In addition, Peabody may continue issuing equity securities in connection with future investments, acquisitions, debt-for-equity exchanges or capital raising transactions.

Peabody’s Common Stock is subject to dilution from its convertible senior debt and its long-term incentive plan.

In addition, Peabody may continue issuing equity securities in connection with future investments, acquisitions or capital raising transactions.

Such issuances or grants could constitute a significant portion of the then-outstanding Common Stock, which may result in significant dilution in ownership of Common Stock.

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Such transactions may advance the interests of the significant stockholder and not necessarily those of other stakeholders, which might adversely affect Peabody or other holders of its Common Stock or debt instruments.

Peabody Energy Corporation 2021 Form 10-K

The future payment of dividends on Peabody’s stock or future repurchases of its stock is dependent on a number of factors and cannot be assured.

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

“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” restrictive covenants in the Company’s debt and surety agreements limit its ability to pay cash dividends and repurchase shares.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” restrictive covenants in the Company’s credit and surety agreements limit its ability to pay cash dividends and repurchase shares.

Such restrictions may negatively impact the trading price of the Common Stock.

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Accordingly, the Company cannot make any assurance that future dividends will be paid or future repurchases will be made.

General Business Risks

General Risk Factors

The Company may not be able to fully utilize its deferred tax assets.

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Further, the Company is presently unable to record tax benefits on future losses in the U.S.

and Australia until such time as sufficient income is generated by its operations in those jurisdictions to support the realization of the related net deferred tax asset positions.

until such time as sufficient income is generated by its operations in those jurisdictions to support the realization of the related net deferred tax asset positions.

The Company’s results of operations, financial condition and cash flows may adversely be affected in future periods by these limitations.

Peabody Energy Corporation 2022 Form 10-K

Acquisitions and divestitures are a potentially important part of the Company’s long-term strategy, subject to its investment criteria, and involve a number of risks, any of which could cause the Company not to realize the anticipated benefits.

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These provisions could limit the price that certain investors might be willing to pay in the future for shares of its Common Stock and may have the effect of delaying or preventing a change in control.

Peabody Energy Corporation 2021 Form 10-K

Diversity in interpretation and application of accounting literature in the mining industry may impact the Company’s reported financial results.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors