20 unchanged sentences
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.
−Removed: Peabody Energy Corporation 2021 Form 10-K
Management conducted an assessment of the effectiveness of the Company’s 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, 2022.
+Added: Peabody Energy Corporation 2022 Form 10-K
Peabody’s Independent Registered Public Accounting Firm, Ernst & Young LLP, has audited Peabody’s internal control over financial reporting, as stated in their unqualified opinion report included herein.
5 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: To the Stockholders and the Board of Directors of Peabody Energy Corporation
+Added: To the Shareholders and the Board of Directors of Peabody Energy Corporation
Opinion on Internal Control Over Financial Reporting
1 unchanged sentence
In our opinion, Peabody Energy Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
−Removed: 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, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2021, 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 18, 2022 expressed an unqualified opinion thereon.
+Added: 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, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”) and our report dated February 24, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
26 unchanged sentences
Executive Compensation.
−Removed: 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,” “Compensation Committee Report,” “Risk Assessment in Compensation Programs,” “Executive Compensation Tables” and “Pay Ratio Disclosure” in Peabody’s 2022 Proxy Statement and is incorporated herein by reference.
+Added: 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,” “Compensation Committee Report,” “Risk Assessment in Compensation Programs,” “Executive Compensation Tables,” “Pay Ratio Disclosure” and “Pay Versus Performance Disclosure” in Peabody’s 2023 Proxy Statement and is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
69 unchanged sentences
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).
+Added: 4.14 Indenture, dated as of March 1, 2022, between Peabody Energy Corporation and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 1, 2022).
10.1 Federal Coal Lease WYW0321779:
7 unchanged sentences
333-59073, filed July 14, 1998).
+Added: Peabody Energy Corporation 2022 Form 10-K
10.4 Federal Coal Lease WYW3397:
4 unchanged sentences
333-59073, filed July 14, 1998).
−Removed: Peabody Energy Corporation 2021 Form 10-K
10.6 Federal Coal Lease WYW136142 (Incorporated by reference to Exhibit 10.8 of Amendment No.
25 unchanged sentences
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).
−Removed: 10.23* Employment Agreement entered into as of August 21, 2013, by and between Peabody Energy Corporation and Glenn L.
−Removed: Kellow (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 27, 2013).
−Removed: 10.24* Restrictive Covenant Agreement entered into as of August 21, 2013, by and between Peabody Energy Corporation and Glenn L.
−Removed: Kellow (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 27, 2013).
−Removed: 10.25* Letter dated January 27, 2015 to Glenn L.
−Removed: 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).
−Removed: 10.26* Letter Agreement entered into as of January 27, 2015, by and between Peabody Energy Corporation and Glenn L.
−Removed: Kellow (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 28, 2015).
−Removed: 10.27* Letter Agreement entered into as of April 20, 2015, by and between Peabody Energy Corporation and Glenn L.
−Removed: Kellow (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 21, 2015).
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: 10.28* Form of Addendum to Participation Agreement executed by Glenn L.
−Removed: Kellow and Charles F.
−Removed: 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).
−Removed: 10.29* Employment Transition Agreement, dated March 18, 2021, between Peabody Energy Corporation and Glenn L.
−Removed: Kellow (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on March 18, 2021).
10.23* Contract of Employment, dated October 22, 2020, between Peabody Energy Australia Coal Pty Ltd and Darren R.
2 unchanged sentences
Yeates (Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed August 13, 2021).
−Removed: 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).
10.25* Peabody Energy Corporation 2019 Executive Severance Plan.
2 unchanged sentences
(Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed on October 6, 2020).
+Added: Peabody Energy Corporation 2022 Form 10-K
10.27 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).
7 unchanged sentences
10.35 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).
−Removed: Peabody Energy Corporation 2021 Form 10-K
10.36 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).
2 unchanged sentences
10.39 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).
+Added: Peabody Energy Corporation 2022 Form 10-K
10.40 Amendment No.
17 unchanged sentences
10.50* 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).
−Removed: Peabody Energy Corporation 2021 Form 10-K
10.51 Registration Rights Agreement, dated as of April 3.
7 unchanged sentences
10.57 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).
+Added: Peabody Energy Corporation 2022 Form 10-K
10.58* 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).
8 unchanged sentences
1 to 2021 Service-Based Cash Award Agreement under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on March 5, 2021).
−Removed: 10.75* † Form of 2022 Service-Based Cash Award Agreement under the Peabody Energy Corporation 2017 Incentive Plan (US Employees).
−Removed: 10.76* † Form of 2022 Performance-Based Cash Award Agreement under the Peabody Energy Corporation 2017 Incentive Plan (US Employees).
−Removed: 10.77* † Form of 2022 Restricted Stock Unit Agreement under the Peabody Energy Corporation 2017 Incentive Plan (US Employees).
−Removed: 10.78* † Form of 2022 Global Restricted Stock Unit Agreement under the Peabody Energy Corporation 2017 Incentive Plan (AUS Employees).
−Removed: 10.79* † Offer of Restricted Stock Units to Australian Resident Grantees under the Peabody Energy Corporation 2017 Incentive Plan (AUS Employees).
−Removed: 10.80* † Form of 2022 Service-Based Cash Award Agreement under the Peabody Energy Corporation 2017 Incentive Plan (AUS Employees).
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: 10.81* † Form of 2022 Performance-Based Cash Award Agreement under the Peabody Energy Corporation 2017 Incentive Plan (AUS Employees).
+Added: 10.67* Form of 2022 Service-Based Cash Award Agreement under the Peabody Energy Corporation 2017 Incentive Plan (US Employees) (Incorporated by reference to Exhibit 10.75 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022).
+Added: 10.68* Form of 2022 Performance-Based Cash Award Agreement under the Peabody Energy Corporation 2017 Incentive Plan (US Employees) (Incorporated by reference to Exhibit 10.76 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022).
+Added: 10.69* Form of 2022 Restricted Stock Unit Agreement under the Peabody Energy Corporation 2017 Incentive Plan (US Employees) (Incorporated by reference to Exhibit 10.77 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022).
+Added: 10.70* Form of 2022 Global Restricted Stock Unit Agreement under the Peabody Energy Corporation 2017 Incentive Plan (AUS Employees) (Incorporated by reference to Exhibit 10.78 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022).
+Added: 10.71* Offer of Restricted Stock Units to Australian Resident Grantees under the Peabody Energy Corporation 2017 Incentive Plan (AUS Employees) (Incorporated by reference to Exhibit 10.79 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022).
+Added: 10.72* Form of 2022 Service-Based Cash Award Agreement under the Peabody Energy Corporation 2017 Incentive Plan (AUS Employees) (Incorporated by reference to Exhibit 10.80 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022).
+Added: 10.73* Form of 2022 Performance-Based Cash Award Agreement under the Peabody Energy Corporation 2017 Incentive Plan (AUS Employees) (Incorporated by reference to Exhibit 10.81 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022).
10.74 Agreement, dated as of February 4, 2020, by and among Peabody Energy Corporation, Elliott Investment Management L.P., Elliott Associates, L.P.
4 unchanged sentences
10.76 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).
+Added: Peabody Energy Corporation 2022 Form 10-K
10.77 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).
2 unchanged sentences
10.80 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/A filed on February 1, 2021).
−Removed: 10.89† Agreement for Irrevocable Standby Letters of Credit, dated as of February 17, 2022, between Peabody and Goldman Sachs Bank USA.
+Added: 10.81 Agreement for Irrevocable Standby Letters of Credit, dated as of February 17, 2022, between Peabody and Goldman Sachs Bank USA (Incorporated by reference to Exhibit 10.89 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022).
+Added: 10.82 Eighth Amendment to the Sixth Amended and Restated Receivables Purchase Agreement, dated as of January 28, 2022, 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, PNC Bank, National Association, as Administrator and as LC Bank and PNC Capital Markets LLC, as Structuring Agent (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 31, 2022).
+Added: 10.83 Credit Agreement, dated March 7, 2022, by and among Peabody Energy Corporation, as borrower, Goldman Sachs Lending Partners LLC, as administrative agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed March 7, 2022).
+Added: 10.84 Commitment Agreement, dated March 23, 2022, by and among Peabody Investments Corp., The Prudential Insurance Company of America and Fiduciary Counselors Inc.
+Added: (Incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 10-Q, filed May 5, 2022).
+Added: 10.85† Amendment No.
+Added: 1 to Credit Agreement, dated as of March 7, 2022, among the Peabody Energy Corporation, certain subsidiaries of Peabody Energy Corporation party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party theret o.
+Added: 10.86† Amendment No.
+Added: 2 to Credit Agreement, dated as of April 29, 2022, among the Peabody Energy Corporation, certain subsidiaries of Peabody Energy Corporation party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto .
+Added: 10.87 Amendment No.
+Added: 3 to Credit Agreement, dated as of February 3, 2023, by and among Peabody Energy Corporation, the subsidiaries of Peabody Energy Corporation party thereto as reaffirming parties , the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed February 6, 2023).
+Added: 10.88 Ninth Amendment to the Sixth Amended and Restated Receivables Purchase Agreement, dated as of February 13, 2023, 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, PNC Bank, National Association, as Administrator and as LC Bank and PNC Capital Markets LLC, as Structuring Agent ( Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed February 14 , 2023) .
21† List of Subsidiaries.
8 unchanged sentences
Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Registrant’s Chief Executive Officer.
+Added: Peabody Energy Corporation 2022 Form 10-K
32.2† Certification of periodic financial report pursuant to 18 U.S.C.
1 unchanged sentence
95† Mine Safety Disclosure required by Item 104 of Regulation S-K.
−Removed: 96.1† Technical Report Summary for the North Antelope Rochelle Mine, effective as of December 31, 2021.
−Removed: 96.2† Technical Report Summary for the Shoal Creek Mine, effective as of December 31, 2021.
−Removed: 96.3† Technical Report Summary for the Wilpinjong Mine, effective as of December 31, 2021.
−Removed: 96.4† Technical Report Summary for the Coppabella Moorvale Joint Venture, effective as of December 31, 2021.
+Added: 96.1 Technical Report Summary for the North Antelope Rochelle Mine, effective as of December 31, 2021 (Incorporated by reference to Exhibit 96.
+Added: 1 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022)
+Added: 96.2 Technical Report Summary for the Shoal Creek Mine, effective as of December 31, 2021 (Incorporated by reference to Exhibit 96.
+Added: 2 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022).
+Added: 96.3 Technical Report Summary for the Wilpinjong Mine, effective as of December 31, 2021 (Incorporated by reference to Exhibit 96.
+Added: 3 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022).
+Added: 96.4 Technical Report Summary for the Coppabella Moorvale Joint Venture, effective as of December 31, 2021 (Incorporated by reference to Exhibit 96.
+Added: 4 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022).
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
4 unchanged sentences
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: Peabody Energy Corporation 2021 Form 10-K
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
28 unchanged sentences
/s/ DAVID MILLER Director February 24, 2023
−Removed: /s/ MICHAEL SUTHERLIN Director February 17, 2022
−Removed: Michael Sutherlin
Peabody Energy Corporation 2022 Form 10-K
Report of Independent Registered Public Accounting Firm
−Removed: To the Stockholders and the Board of Directors of Peabody Energy Corporation
+Added: To the Shareholders and the Board of Directors of Peabody Energy Corporation
Opinion on the Financial Statements
14 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
+Added: Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
−Removed: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.
+Added: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of the critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
4 unchanged sentences
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.
−Removed: 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.
+Added: The Company records an ARO asset associated with the discounted liability for final reclamation and mine closure.
+Added: The obligation and corresponding asset 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.
−Removed: 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.
+Added: In particular, the obligation is determined using a discounted cash flow technique based upon 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.
1 unchanged sentence
We compared assumptions including the credit-adjusted risk-free rate and inflation rate to current market data.
−Removed: 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.
+Added: In addition, to assess the estimates of disturbed acreage, timing of reclamation activities, and reclamation costs, we evaluated significant changes from the prior estimate, evaluated consistency between timing of reclamation activities and projected mine life, evaluated 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.
10 unchanged sentences
(Dollars in millions, except per share data)
−Removed: Revenues $ 3,318.3 $ 2,881.1 $ 4,623.4
+Added: Revenue $ 4,981.9 $ 3,318.3 $ 2,881.1
Costs and expenses
8 unchanged sentences
Net gain on disposals ( 29.2 ) ( 31.5 ) ( 15.2 )
−Removed: Gain on formation of United Wambo Joint Venture — — ( 48.1 )
Asset impairment 11.2 — 1,487.4
−Removed: Provision for North Goonyella equipment loss — — 83.2
−Removed: North Goonyella insurance recovery — — ( 125.0 )
(Income) loss from equity affiliates ( 131.2 ) ( 82.1 ) 60.1
1 unchanged sentence
Interest expense 140.3 183.4 139.8
−Removed: Net (gain) loss on early debt extinguishment ( 33.2 ) — 0.2
+Added: Net loss (gain) on early debt extinguishment 57.9 ( 33.2 ) —
Interest income ( 18.4 ) ( 6.5 ) ( 9.4 )
−Removed: Net periodic benefit (credit) costs, excluding service cost ( 38.3 ) ( 1.8 ) 19.4
+Added: Net periodic benefit credit, excluding service cost ( 49.0 ) ( 38.3 ) ( 1.8 )
Net mark-to-market adjustment on actuarially determined liabilities
1 unchanged sentence
Income (loss) from continuing operations before income taxes 1,278.6 370.2 ( 1,851.8 )
−Removed: Income tax provision 22.8 8.0 46.0
+Added: Income tax (benefit) provision ( 38.8 ) 22.8 8.0
Income (loss) from continuing operations, net of income taxes 1,317.4 347.4 ( 1,859.8 )
20 unchanged sentences
Foreign currency translation adjustment ( 1.6 ) ( 1.0 ) 6.1
−Removed: Other comprehensive income (loss), net of income taxes 92.1 174.2 ( 8.5 )
+Added: Other comprehensive (loss) income, net of income taxes ( 55.4 ) 92.1 174.2
Comprehensive income (loss) 1,263.7 463.5 ( 1,699.6 )
9 unchanged sentences
Accounts receivable, net of allowance for credit losses of $ 0.0 at December 31, 2022 and 2021
−Removed: Inventories 226.7 261.6
+Added: Inventories, net 296.1 226.7
Other current assets 303.6 270.2
2 unchanged sentences
Operating lease right-of-use assets 26.9 35.5
+Added: Restricted cash and collateral arrangements 187.4 23.8
Investments and other assets 84.3 138.2
15 unchanged sentences
Preferred Stock — $ 0.01 per share par value;
−Removed: 100.0 shares authorized, no shares issued or outstanding as of December 31, 2021 or December 31, 2020
+Added: 100.0 shares authorized, no shares issued or outstanding as of December 31, 2022 or 2021
Series Common Stock — $ 0.01 per share par value;
−Removed: 50.0 shares authorized, no shares issued or outstanding as of December 31, 2021 or December 31, 2020
+Added: 50.0 shares authorized, no shares issued or outstanding as of December 31, 2022 or 2021
Common Stock — $ 0.01 per share par value;
1 unchanged sentence
Additional paid-in capital 3,975.9 3,745.6
−Removed: Treasury stock, at cost — 43.0 and 42.7 common shares as of December 31, 2021 and December 31, 2020
+Added: Treasury stock, at cost — 43.2 and 43.0 common shares as of December 31, 2022 and 2021
( 1,372.9 ) ( 1,370.3 )
−Removed: Accumulated deficit ( 913.2 ) ( 1,273.3 )
+Added: Retained earnings (accumulated deficit) 383.9 ( 913.2 )
Accumulated other comprehensive income 242.5 297.9
21 unchanged sentences
Net gain on disposals ( 29.2 ) ( 31.5 ) ( 15.2 )
−Removed: Net (gain) loss on early debt extinguishment ( 33.2 ) — 0.2
+Added: Net loss (gain) on early debt extinguishment 57.9 ( 33.2 ) —
(Income) loss from equity affiliates ( 131.2 ) ( 82.1 ) 60.1
−Removed: Provision for North Goonyella equipment loss — — 83.2
−Removed: Gain on formation of United Wambo Joint Venture — — ( 48.1 )
Foreign currency option contracts 2.3 5.8 ( 13.0 )
23 unchanged sentences
Changes in accrued expenses related to capital expenditures ( 2.7 ) 7.4 ( 6.1 )
−Removed: Insurance proceeds attributable to North Goonyella equipment losses
Proceeds from disposal of assets, net of receivables 40.6 17.8 27.1
−Removed: Amount attributable to acquisition of Shoal Creek Mine — — ( 2.4 )
Contributions to joint ventures ( 645.9 ) ( 485.6 ) ( 343.0 )
2 unchanged sentences
Cash receipts from Middlemount Coal Pty Ltd and other related parties 171.8 44.7 —
−Removed: Investment in equity securities — — ( 3.0 )
Other, net ( 1.1 ) ( 3.0 ) ( 0.4 )
5 unchanged sentences
Proceeds from common stock issuances, net of costs 222.0 269.8 —
−Removed: Common stock repurchases — — ( 329.9 )
Repurchase of employee common stock relinquished for tax withholding
( 2.6 ) ( 1.4 ) ( 1.6 )
−Removed: Dividends paid — — ( 258.1 )
Distributions to noncontrolling interests ( 17.5 ) ( 4.0 ) ( 3.5 )
3 unchanged sentences
Cash, cash equivalents and restricted cash at end of period (1)
+Added: $ 1,417.6 $ 954.3 $ 709.2
+Added: (1) The following table provides a reconciliation of “Cash, cash equivalents and restricted cash at end of period” at December 31, 2022:
+Added: Cash and cash equivalents $ 1,307.3
+Added: Restricted cash included in “Restricted cash and collateral arrangements” 110.3
+Added: Cash, cash equivalents and restricted cash at end of period $ 1,417.6
See accompanying notes to consolidated financial statements
12 unchanged sentences
December 31, 2019 $ 1.4 $ 3,351.1 $ ( 1,367.3 ) $ 597.0 $ 31.6 $ 58.7 $ 2,672.5
−Removed: Net (loss) income — — — ( 211.3 ) — 26.2 ( 185.1 )
−Removed: Dividends declared ($ 2.410 per share)
−Removed: — 8.1 — ( 266.2 ) — — ( 258.1 )
+Added: Net loss — — — ( 1,870.3 ) — ( 3.5 ) ( 1,873.8 )
Postretirement plans (net of $ 0.0 tax provision)
2 unchanged sentences
Share-based compensation for equity-classified awards — 13.5 — — — — 13.5
−Removed: Common stock repurchases — — ( 329.9 ) — — — ( 329.9 )
Repurchase of employee common stock relinquished for tax withholding — — ( 1.6 ) — — — ( 1.6 )
1 unchanged sentence
December 31, 2020 $ 1.4 $ 3,364.6 $ ( 1,368.9 ) $ ( 1,273.3 ) $ 205.8 $ 51.7 $ 981.3
−Removed: Net loss — — — ( 1,870.3 ) — ( 3.5 ) ( 1,873.8 )
+Added: Net income — — — 360.1 — 11.3 371.4
Postretirement plans (net of $ 0.0 tax provision)
2 unchanged sentences
Share-based compensation for equity-classified awards — 10.0 — — — — 10.0
+Added: Common stock issued in exchange for debt retirement 0.1 101.8 — — — — 101.9
+Added: Common stock issuances, net of cost 0.3 269.2 — — — — 269.5
Repurchase of employee common stock relinquished for tax withholding — — ( 1.4 ) — — — ( 1.4 )
6 unchanged sentences
Share-based compensation for equity-classified awards — 8.4 — — — — 8.4
−Removed: Common stock issued in exchange for debt retirement 0.1 101.8 — — — — 101.9
Common stock issuances, net of cost 0.1 221.9 — — — — 222.0
11 unchanged sentences
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.
−Removed: 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.
+Added: In those cases, the Company includes its proportionate share in the assets, liabilities, revenue 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.
+Added: Certain amounts from prior years have been reclassified to conform with the 2022 presentation.
Description of Business
4 unchanged sentences
Newly Adopted Accounting Standards
−Removed: Equity Method Investments.
−Removed: In January 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-01, which clarifies the interactions between Accounting Standards Codification (ASC) 321, ASC 323 and ASC 815.
−Removed: 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.
−Removed: ASU 2020-01 is effective on January 1, 2021 for calendar year-end public companies.
−Removed: The Company adopted the requirements effective January 1, 2021.
−Removed: The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements or disclosures.
+Added: Convertible Debt.
+Added: In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2020-06, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity.
+Added: Among other changes, ASU 2020-06 removes from accounting principles generally accepted in the U.S.
+Added: GAAP) the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt.
+Added: Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument.
+Added: Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under Accounting Standards Codification Topic 815, Derivatives and Hedging or (2) a convertible debt instrument was issued at a substantial premium.
+Added: Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share.
+Added: ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, and can be adopted on either a fully retrospective or modified retrospective basis.
+Added: The Company adopted ASU 2020-06, effective January 1, 2022.
+Added: In the Company’s accompanying consolidated balance sheets, the adoption of the new standard impacted the accounting for the Company’s $ 320.0 million of convertible debt issued in March 2022, as further described in Note 10.
+Added: “Long-term Debt.” In particular, because the related senior notes have cash conversion features, bifurcation of the principal balance between debt and equity is no longer applicable.
+Added: Additionally, this guidance requires the application of the “if-converted” method to calculate the impact of convertible instruments on diluted earnings per share, as reflected in the Company’s calculations within Note 18.
+Added: “Earnings per Share (EPS).”
Accounting Standards Not Yet Implemented
−Removed: Reference Rate Reform.
−Removed: 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 (including reform of the London Interbank Offered Rate (LIBOR) or other reference rate reform).
−Removed: This guidance is effective for all entities as of March 12, 2020 through December 31, 2022.
−Removed: The guidance may be adopted over time as reference rate reform activities occur and should be applied on a prospective basis.
−Removed: The Company is still completing its evaluation of the impact of the guidance and plans to elect optional expedients as reference rate reform activities occur.
−Removed: The Company does not expect the guidance to have a material impact on its consolidated financial statements or disclosures.
−Removed: In November 2021, ASU 2021-09 was issued, which allows lessees to make an accounting policy election by class of underlying asset, rather than on an entity-wide basis, to use a risk-free rate as the discount rate when measuring and classifying leases.
−Removed: The Company is required to apply the amendments for fiscal years beginning after December 15, 2021 and for interim periods with fiscal years beginning after December 15, 2022.
−Removed: The Company does not expect the guidance to have a material impact on its consolidated financial statements or disclosures.
−Removed: Government Assistance.
−Removed: In November 2021, ASU 2021-10 was issued, which aims to provide increased transparency by requiring business entities to disclose information about certain types of government assistance they receive in the notes to the financial statements.
−Removed: The guidance is effective for annual periods beginning after December 15, 2021, with early application permitted.
−Removed: The Company does not plan to early adopt the guidance in ASU 2021-10 and the Company does not expect the guidance to have a material impact on its disclosures.
+Added: The Company does not expect any accounting standards not yet implemented to have a material impact on its consolidated financial statements or disclosures.
Peabody Energy Corporation 2022 Form 10-K
7 unchanged sentences
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.
−Removed: 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.
+Added: Generally, revenue 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.
−Removed: 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 bi-annual, quarterly, spot or index basis.
+Added: 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.
5 unchanged sentences
A significant portion of the coal production from the U.S.
−Removed: thermal mining segments is sold under existing long-term supply agreements.
+Added: thermal operating 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.
10 unchanged sentences
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.
−Removed: 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.
+Added: Additional revenue may include gains and losses related to mark-to-market adjustments from economic hedge activities intended to hedge future coal sales, revenue 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.
4 unchanged sentences
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.
+Added: Discontinued operations include certain former Seaborne Thermal Mining and Other U.S.
+Added: 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).
+Added: In the third quarter of 2021, the Company executed the sale of the closed Wilkie Creek Mine, which reduced its closed mine reclamation liabilities and associated costs.
Refer to Note 17.
−Removed: “Discontinued Operations” for additional details related to discontinued operations.
+Added: “Other Events” for additional information associated with the Company’s sale of the Wilkie Creek Mine.
Assets and Liabilities Held for Sale
26 unchanged sentences
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.
−Removed: Materials and supplies inventory is valued at the lower of average cost or net realizable value, less a reserve for obsolete or surplus items.
−Removed: This reserve incorporates several factors, such as anticipated usage, inventory turnover and inventory levels.
Peabody Energy Corporation 2022 Form 10-K
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Materials and supplies inventory is valued at the lower of average cost or net realizable value, less a reserve for obsolete or surplus items.
+Added: This reserve incorporates several factors, such as anticipated usage, inventory turnover and inventory levels.
Property, Plant, Equipment and Mine Development
9 unchanged sentences
Depletion of coal reserves and resources and amortization of advance royalties are computed using the units-of-production method utilizing expected recoverable tons (as adjusted for recoverability factors) in the depletion base.
−Removed: Mine development costs are principally amortized over the estimated lives of the mines using the straight-line method.
+Added: Mine development costs are principally amortized over the estimated lives of the mine 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.
−Removed: The estimated useful lives by category of assets are as follows:
−Removed: Building and improvements up to 29
−Removed: Machinery and equipment 1 - 15
−Removed: Leasehold improvements Shorter of Useful Life or Remaining Life of Lease
+Added: At December 31, 2022, the maximum estimated remaining life for any of the Company’s mines was 30 years.
+Added: As such, the estimated useful lives of the building and improvements and machinery and equipment asset categories range from 1 to 30 years.
+Added: The estimated life of leasehold improvements is the shorter of useful life or remaining life of the lease.
The Company leases coal reserves under agreements that require royalties to be paid as the coal is mined.
38 unchanged sentences
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.
+Added: With respect to cash flows attributable to its equity investments, the Company applies the cumulative earnings approach, in which distributions received are considered returns on investment and are classified as cash inflows from operating activities unless the Company’s cumulative distributions received less distributions received in prior periods that were determined to be returns of investment exceed the cumulative equity in earnings recognized by the Company (as adjusted for amortization of basis differences).
+Added: When such an excess occurs, current-period distributions up to this excess are considered returns of investment and are classified as cash inflows from investing activities.
The Company monitors its equity method investments for indicators that a decrease in investment value has occurred that is other than temporary.
11 unchanged sentences
and Australia as defined by each mining permit.
+Added: Asset retirement obligations are determined for each mine using various estimates and assumptions including, among other items, estimates of disturbed acreage as determined from engineering data and estimates of future costs to reclaim the disturbed acreage.
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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.
4 unchanged sentences
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.
−Removed: The Company also recognizes an obligation for contemporaneous reclamation liabilities incurred as a result of surface mining.
−Removed: Contemporaneous reclamation consists primarily of grading, topsoil replacement and re-vegetation of backfilled pit areas.
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Contingent Liabilities
3 unchanged sentences
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.
−Removed: 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.
+Added: If a range of possible loss exists and no anticipated loss within the range is more likely than any other anticipated loss, the Company records the accrual at the low end of the range, in accordance with Accounting Standards Codification 450, “Contingencies.” 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.
12 unchanged sentences
Tax-related interest and penalties are classified as a component of income tax expense.
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Postretirement Health Care and Life Insurance Benefits
11 unchanged sentences
“Pension and Savings Plans” for information related to pension plans.
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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.
−Removed: Costs associated with restructuring actions can include early mine closures, voluntary and involuntary workforce reductions, office closures and other related activities.
+Added: Costs associated with restructuring actions can include the impact of 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.
8 unchanged sentences
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.
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Business Combinations
9 unchanged sentences
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.
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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.
11 unchanged sentences
Refer to Note 3.
−Removed: “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.
+Added: “Asset Impairment” for details regarding impairment charges related to long-lived assets of $ 9.5 million and $ 1,487.4 million recognized during the years ended December 31, 2022 and 2020.
There were no impairment charges related to long-lived assets during the year ended December 31, 2021.
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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.
6 unchanged sentences
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.
−Removed: 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.
−Removed: The total impact of foreign currency remeasurement on the consolidated statements of operations was a net loss of $ 3.1 million, $ 4.0 million, and $ 2.7 million for the years ended December 31, 2021, 2020 and 2019, respectively,
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Gains and losses from foreign currency remeasurement related to tax balances are included as a component of “Income tax (benefit) provision,” while all other remeasurement gains and losses are included in “Operating costs and expenses” in the consolidated statements of operations.
+Added: The total impact of foreign currency remeasurement on the consolidated statements of operations was a net gain of $ 2.7 million, $ 3.1 million, and $ 4.0 million for the years ended December 31, 2022, 2021 and 2020, respectively.
The Company owns a 50 % equity interest in Middlemount Coal Pty Ltd.
6 unchanged sentences
Accordingly, foreign currency gains or losses on those loans are recorded as a component of foreign currency translation adjustment.
−Removed: 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 $ 1.0 million for the year ended December 31, 2021.
+Added: The Company recorded foreign currency translation losses of $ 1.6 million and $ 1.0 million for the years ended December 31, 2022 and 2021, respectively, and a net gain of $ 6.1 million for the year ended December 31, 2020.
Share-Based Compensation
12 unchanged sentences
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.
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Use of Estimates in the Preparation of the Consolidated Financial Statements
−Removed: These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the U.S.
+Added: These consolidated financial statements have been prepared in conformity with U.S.
In doing so, estimates and assumptions are made that affect the amounts reported in the consolidated financial statements and accompanying notes.
2 unchanged sentences
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.
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(2) Revenue Recognition
−Removed: Disaggregation of Revenues
+Added: Disaggregation of Revenue
Revenue by product type and market is set forth in the following tables.
−Removed: 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.
+Added: With respect to its seaborne reporting 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, 2022
9 unchanged sentences
0.7 6.1 ( 0.5 ) 4.8 1.7 12.8
−Removed: Revenues $ 934.0 $ 727.7 $ 971.2 $ 689.1 $ ( 3.7 ) $ 3,318.3
+Added: Revenue $ 1,345.6 $ 1,616.9 $ 1,065.5 $ 952.2 $ 1.7 $ 4,981.9
Year Ended December 31, 2021
9 unchanged sentences
1.5 7.9 0.5 9.2 ( 3.7 ) 15.4
−Removed: Revenues $ 711.8 $ 486.5 $ 991.1 $ 707.3 $ ( 15.6 ) $ 2,881.1
+Added: Revenue $ 934.0 $ 727.7 $ 971.2 $ 689.1 $ ( 3.7 ) $ 3,318.3
Peabody Energy Corporation 2022 Form 10-K
12 unchanged sentences
1.5 2.2 ( 2.8 ) 32.1 ( 15.6 ) 17.4
−Removed: Revenues $ 971.7 $ 1,033.1 $ 1,228.7 $ 1,309.4 $ 80.5 $ 4,623.4
−Removed: (1) Corporate and Other revenue includes net losses of $ 113.7 million and $ 34.5 million and a net gain of $ 50.6 million related to unrealized mark-to-market adjustments on derivatives related to forecasted sales and other financial trading activity during the years ended December 31, 2021, 2020 and 2019, respectively.
−Removed: Refer to Note 7.
−Removed: “Derivatives and Fair Value Measurements” for additional information.
−Removed: Also included in Corporate and Other revenue are revenues with customers of $ 139.5 million, $( 28.9 ) million and $( 17.6 ) million during the years ended December 31, 2021, 2020 and 2019, respectively.
−Removed: (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.
−Removed: The Company recorded revenue related to delivered coal to customers of approximately $ 3,442 million, $ 2,835 million and $ 4,477 million during the years ended December 31, 2021, 2020 and 2019, respectively.
−Removed: Such amounts exclude unrealized and realized gains and losses on derivative contracts related to forecasted sales and certain other revenues unrelated to delivered coal.
+Added: Revenue $ 711.8 $ 486.5 $ 991.1 $ 707.3 $ ( 15.6 ) $ 2,881.1
+Added: (1) Corporate and Other includes the following:
+Added: Year Ended December 31,
+Added: 2022 2021 2020
+Added: (Dollars in millions)
+Added: Unrealized losses on derivative contracts related to forecasted sales $ ( 35.8 ) $ ( 115.1 ) $ ( 29.6 )
+Added: Realized (losses) gains on derivative contracts related to forecasted sales ( 455.1 ) ( 45.6 ) 34.3
+Added: Revenue from physical sale of coal (3)
+Added: 470.7 140.3 ( 28.6 )
+Added: Trading revenue 10.7 6.1 ( 0.7 )
+Added: 11.2 10.6 9.0
+Added: Total Corporate and Other $ 1.7 $ ( 3.7 ) $ ( 15.6 )
+Added: (2) Includes revenue 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.
+Added: (3) Includes revenue recognized upon the physical sale of coal purchased from the Company’s operating segments and sold to customers through the Company’s coal trading business as part of settling certain derivative contracts.
+Added: Primarily represents the difference between the price contracted with the customer and the price allocated to the operating segment.
Committed Revenue from Contracts with Customers
10 unchanged sentences
None of the above receivables included allowances for credit losses at December 31, 2022 or 2021.
−Removed: No charges for credit losses were recognized during the years ended December 31, 2021 and 2020.
−Removed: Included in “Operating costs and expenses” in the consolidated statements of operations were reductions of previously recorded credit losses of $ 4.4 million for the year ended December 31, 2019.
−Removed: (3) Asset Impairment
−Removed: The Company recognized no asset impairment charges during the year ended December 31, 2021.
+Added: No charges for credit losses were recognized during the years ended December 31, 2022, 2021 or 2020.
Peabody Energy Corporation 2022 Form 10-K
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: (3) Asset Impairment
+Added: During the year ended December 31, 2022, the Company recognized impairment charges of $ 9.5 million related to the sale of certain land interests in Australia and $ 1.7 million related to the fair value of an investment in equity securities.
+Added: No asset impairment charges were recognized during the year ended December 31, 2021.
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.
7 unchanged sentences
During the year ended December 31, 2020, the Company also recognized impairment charges of $ 69.3 million related to certain unassigned coal reserves and resources in the Midwest due to their low probability of development.
−Removed: 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.
−Removed: Thermal Mining segment based upon the expectation of reduced sales volumes and uncertainty over remaining economic mine lives.
−Removed: The related impairment charges were based upon the remaining probability-weighted discounted cash flows of those mines.
−Removed: The Company also recognized impairment charges of $ 69.2 million related to certain unassigned coal reserves and resources 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.
−Removed: In addition to the impairment charges described above, the Company also recorded provisions related to its North Goonyella Mine during the year ended December 31, 2019, as further described in Note 19.
−Removed: “Other Events.”
−Removed: The Company has identified certain assets with an aggregate carrying value of approximately $ 0.5 billion at December 31, 2021 in its Other U.S.
−Removed: 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.
−Removed: The Company conducted a review of those assets as of December 31, 2021 and determined that no further impairment charges were necessary as of that date.
−Removed: (4) Discontinued Operations
−Removed: Discontinued operations include certain former Seaborne Thermal Mining and Other U.S.
−Removed: 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).
−Removed: In the third quarter of 2021, the Company executed the sale of the closed Wilkie Creek Mine, which reduced its closed mine reclamation liabilities and associated costs.
−Removed: Refer to Note 19.
−Removed: “Other Events” for additional information associated with the Company’s sale of the Wilkie Creek Mine.
−Removed: Summarized Results of Discontinued Operations
−Removed: Results from discontinued operations were as follows during the years ended December 31, 2021, 2020 and 2019:
−Removed: Year Ended December 31,
−Removed: 2021 2020 2019
−Removed: (Dollars in millions)
−Removed: Income (loss) from discontinued operations, net of income taxes $ 24.0 $ ( 14.0 ) $ 3.2
−Removed: There were no significant revenues from discontinued operations during the years ended December 31, 2021, 2020 and 2019.
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Liabilities of Discontinued Operations
−Removed: Liabilities classified as discontinued operations included in the Company’s consolidated balance sheets were as follows:
−Removed: (Dollars in millions)
−Removed: Accounts payable and accrued expenses $ 45.0 $ 62.3
−Removed: Other noncurrent liabilities 59.0 91.4
−Removed: Total liabilities classified as discontinued operations $ 104.0 $ 153.7
−Removed: Patriot-Related Matters
−Removed: A significant portion of the liabilities in the table above relate to Patriot.
−Removed: In 2012, Patriot filed voluntary petitions for relief under Chapter 11 of Title 11 of the U.S.
−Removed: Code (the Bankruptcy Code).
−Removed: 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.
−Removed: In May 2015, Patriot again filed voluntary petitions for relief under the Bankruptcy Code in the U.S.
−Removed: District Court for the Eastern District of Virginia and subsequently initiated a process to sell substantially all of its assets to qualified bidders.
−Removed: 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.
−Removed: Black Lung Occupational Disease Liabilities.
−Removed: 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.
−Removed: Upon spin-off, Patriot indemnified the Company against any claim relating to these liabilities, which amounted to approximately $ 150 million at that time.
−Removed: The indemnification included any claim made by the U.S.
−Removed: 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.
−Removed: The 2013 Agreement included Patriot’s affirmance of indemnities provided in the spin-off agreements, including the indemnity relating to such black lung liabilities;
−Removed: however, Patriot rejected this indemnity in its May 2015 bankruptcy.
−Removed: By statute, the Company had secondary liability for the black lung liabilities related to Patriot’s workers employed by former subsidiaries of the Company.
−Removed: The Company’s accounting for the black lung liabilities related to Patriot is based on an interpretation of applicable statutes.
−Removed: Management believes that inconsistencies exist among the applicable statutes, regulations promulgated under those statutes and the DOL’s interpretative guidance.
−Removed: The Company has sought clarification from the DOL regarding these inconsistencies.
−Removed: The amount of these liabilities could be reduced in the future.
−Removed: 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.
−Removed: The amount of the liability, which was determined on an actuarial basis based on the best information available to the Company was $ 87.2 million and $ 90.1 million at December 31, 2021 and 2020, respectively.
−Removed: In connection with the actuarial valuation, the Company recorded mark-to-market adjustments of $ 2.1 million to decrease the liability during the year ended December 31, 2021, $ 4.2 million to increase the liability during the year ended December 31, 2020 and $ 18.3 million to decrease the liability during the year ended December 31, 2019.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(4) Inventories
−Removed: Inventories as of December 31, 2021 and December 31, 2020 consisted of the following:
+Added: Inventories as of December 31, 2022 and 2021 consisted of the following:
(Dollars in millions)
−Removed: Materials and supplies $ 102.1 $ 102.6
+Added: Materials and supplies, net $ 130.8 $ 102.1
Raw coal 98.3 54.6
Saleable coal 67.0 70.0
−Removed: Inventories $ 226.7 $ 261.6
+Added: Inventories, net $ 296.1 $ 226.7
Materials and supplies inventories presented above have been shown net of reserves of $ 9.5 million and $ 9.0 million as of December 31, 2022 and 2021, respectively.
(5) Equity Method Investments
−Removed: Equity Method Investments
The Company’s equity method investments include its joint venture interest in Middlemount and certain other equity method investments.
−Removed: 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 “(Income) loss from equity affiliates”:
+Added: The table below summarizes the book value of those investments, which are reported in “Investments and other assets” in the consolidated balance sheets, and the related “(Income) loss from equity affiliates”:
Book Value at (Income) Loss from Equity Affiliates
2 unchanged sentences
(Dollars in millions)
−Removed: Equity method investment and financing receivables related to Middlemount
−Removed: $ 62.2 $ 24.6 $ ( 82.1 ) $ 60.1 $ ( 9.0 )
+Added: Equity method investment related to Middlemount $ 27.1 $ 62.2 $ ( 135.1 ) $ ( 82.1 ) $ 60.1
Other equity method investments 7.0 — 3.9 — —
−Removed: Total equity method investments and financing receivables related to Middlemount
−Removed: $ 62.2 $ 24.6 $ ( 82.1 ) $ 60.1 $ ( 3.4 )
+Added: Total equity method investments $ 34.1 $ 62.2 $ ( 131.2 ) $ ( 82.1 ) $ 60.1
The Company received cash payments from Middlemount of $ 168.4 million and $ 43.5 million during the years ended December 31, 2022 and 2021, respectively.
No payments were received from Middlemount during the year ended December 31, 2020.
−Removed: 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.
−Removed: The Company’s participation in the Revolving Loans will not, at any time, exceed its 50 % equity interest of the revolving loan limit.
−Removed: The Revolving Loans bear interest at 10 % per annum and expire on December 31, 2023.
−Removed: At December 31, 2021, the revolving loan limit was $ 50 million Australian dollars, and Middlemount had not drawn upon the Revolving Loans.
−Removed: The 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 as of December 31, 2020, with the decrease during the year ended December 31, 2021 primarily attributable to payments made by Middlemount.
−Removed: As of both December 31, 2021 and 2020, 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.
Peabody Energy Corporation 2022 Form 10-K
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: During the year ended December 31, 2019, Middlemount received notification that the Australian Taxation Office would no longer pursue an uncertain tax position related to an earlier income tax audit.
−Removed: The related tax reserve was released, resulting in approximately $ 17 million of income.
+Added: One of the Company’s Australian subsidiaries is party to an agreement to provide a revolving loan to Middlemount.
+Added: The Company’s participation in the revolving loan will not, at any time, exceed its 50 % equity interest of the revolving loan limit, which was $ 50 million Australian dollars at December 31, 2022.
+Added: The revolving loan bears interest at 10 % per annum and expires on December 31, 2023.
+Added: There was no outstanding revolving loan at December 31, 2022 or 2021.
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.
2 unchanged sentences
During the year ended December 31, 2021, Middlemount entered into an insurance claim settlement agreement attributable to a business interruption and property damage claim from 2019, which resulted in $ 12.5 million of income for the Company (on a 50 % basis).
−Removed: During the years ended December 31, 2021, 2020 and 2019, respectively, Middlemount generated revenues of approximately $ 265 million, $ 123 million and $ 160 million (on a 50 % basis).
+Added: During the years ended December 31, 2022, 2021 and 2020, respectively, Middlemount generated revenue of approximately $ 441 million, $ 265 million and $ 123 million (on a 50 % basis).
Middlemount had current assets, noncurrent assets, current liabilities and noncurrent liabilities of $ 75.2 million, $ 256.3 million, $ 135.7 million and $ 97.7 million, respectively, as of December 31, 2022 and $ 83.1 million, $ 269.9 million, $ 254.9 million and $ 79.5 million, respectively, as of December 31, 2021 (on a 50 % basis).
6 unchanged sentences
Foreign Currency Option Contracts
+Added: The Company has historically utilized currency forwards and options to hedge currency risk associated with anticipated Australian dollar expenditures.
As of December 31, 2022, the Company had currency options outstanding with an aggregate notional amount of $ 745.0 million Australian dollars to hedge currency risk associated with anticipated Australian dollar expenditures over the nine-month period ending September 30, 2023.
1 unchanged sentence
dollar exchange rate exceed amounts ranging from $ 0.70 to $ 0.77 over the nine-month period ending September 30, 2023.
+Added: Subsequent to December 31, 2022, the Company entered into additional average rate options with an aggregate notional amount of $ 135.0 million Australian dollars related to the second and third quarters of 2023 and purchased collars with an aggregate notional amount of $ 150.0 million Australian dollars related to the second half of 2023.
+Added: The additional average rate options have a strike price of $ 0.75 .
+Added: The purchased collars have a floor and ceiling of $ 0.63 and $ 0.75 , respectively, whereby the Company would incur a loss on the instruments for rates below the floor and gain for rates above the ceiling.
Derivative Contracts Related to Forecasted Sales
1 unchanged sentence
Such financial contracts may include futures, forwards and options.
−Removed: Included in this total are 2.1 million tonnes related to financial derivatives entered to support the profitability of the Wambo Underground Mine as part of a strategy to extend the mine life through mid-2023.
−Removed: Of this total, 1.4 million tonnes will settle in 2022 and 0.7 million tonnes will settle in 2023 at expected average pricing of approximately $ 84 per tonne (Newcastle index).
−Removed: The remaining 0.4 million tonnes aggregate notional volume related to other coal financial contracts will settle in 2022.
+Added: The notional volume is related predominantly to financial derivatives entered to support the profitability of the Wambo Underground Mine as part of a strategy to extend the mine’s life.
+Added: All such tonnes will settle in 2023.
Additionally, the Company classifies certain physical forward sales contracts as derivatives for which the normal purchase, normal sales exception does not apply.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: During the year ended December 31, 2021, the Company recorded an unrealized mark-to-market loss of $ 115.1 million on these coal derivative contracts, which includes approximately $ 86 million of unrealized mark-to-market losses on financial derivatives and approximately $ 29 million on physical forward sales contracts.
−Removed: During the year ended December 31, 2020, the Company recorded an unrealized mark-to-market loss of $ 29.6 million, which included approximately $ 28 million of unrealized mark-to-market losses on financial derivatives and approximately $ 1 million on physical forward sales contracts.
−Removed: During the year ended December 31, 2019, the Company recorded an unrealized mark-to-market gain of $ 42.2 million, which included approximately $ 42 million of unrealized mark-to-market gains on financial derivatives.
+Added: During the year ended December 31, 2022, the Company recorded a net unrealized mark-to-market loss of $ 35.8 million on these coal derivative contracts, which included approximately $ 65 million of unrealized mark-to-market losses on financial derivatives and approximately $ 29 million of unrealized mark-to-market gains on physical forward sales contracts.
+Added: During the year ended December 31, 2021, the Company recorded a net unrealized mark-to-market loss of $ 115.1 million, which included approximately $ 86 million of unrealized mark-to-market losses on financial derivatives and approximately $ 29 million of unrealized mark-to-market losses on physical forward sales contracts.
+Added: During the year ended December 31, 2020, the Company recorded a net unrealized mark-to-market loss of $ 29.6 million, which included approximately $ 28 million of unrealized mark-to-market losses on financial derivatives and approximately $ 1 million of unrealized mark-to-market losses on physical forward sales contracts.
Financial Trading Contracts
17 unchanged sentences
Net derivatives and variation margin as classified in the balance sheets $ 3.0 $ — $ 1.4 $ ( 29.5 )
−Removed: (1) Certain comparative amounts have been reclassified to conform with the 2021 presentation.
−Removed: The reclassifications do not impact the prior year presentation of the accompanying consolidated balance sheets.
The Company generally posts or receives variation margin cash with its clearing broker on the majority of its financial derivatives as market values of the financial derivatives fluctuate.
7 unchanged sentences
Currently, the Company does not seek cash flow hedge accounting treatment for its derivative financial instruments and thus changes in fair value are reflected in current earnings.
−Removed: The tables below show the amounts of pre-tax gains and losses related to the Company’s derivatives and their classification within the accompanying consolidated statements of operations.
+Added: The tables below show the amounts of pretax gains and losses related to the Company’s derivatives and their classification within the accompanying consolidated statements of operations.
Year Ended December 31, 2022
−Removed: Total (loss) gain recognized in income Gain (loss) realized in income on derivatives Unrealized (loss) gain recognized in income on derivatives
+Added: Total (loss) gain recognized in income (Loss) gain realized in income on derivatives Unrealized (loss) gain recognized in income on derivatives
Derivative Instrument Classification
2 unchanged sentences
Operating costs and expenses $ ( 8.4 ) $ ( 6.1 ) $ ( 2.3 )
−Removed: Derivative contracts related to forecasted sales Revenues ( 160.7 ) ( 45.6 ) ( 115.1 )
−Removed: Financial trading contracts Revenues 6.1 4.6 1.5
+Added: Derivative contracts related to forecasted sales Revenue ( 490.9 ) ( 455.1 ) ( 35.8 )
+Added: Financial trading contracts Revenue 10.7 1.1 9.6
Total $ ( 488.6 ) $ ( 460.1 ) $ ( 28.5 )
Year Ended December 31, 2021
−Removed: Total gain (loss) recognized in income Gain realized in income on derivatives Unrealized gain (loss) recognized in income on derivatives
+Added: Total (loss) gain recognized in income Gain (loss) realized in income on derivatives Unrealized (loss) gain recognized in income on derivatives
Derivative Instrument Classification
2 unchanged sentences
Operating costs and expenses $ ( 5.7 ) $ 1.8 $ ( 7.5 )
−Removed: Derivative contracts related to forecasted sales Revenues 4.7 34.3 ( 29.6 )
−Removed: Financial trading contracts Revenues ( 0.7 ) 4.2 ( 4.9 )
+Added: Derivative contracts related to forecasted sales Revenue ( 160.7 ) ( 45.6 ) ( 115.1 )
+Added: Financial trading contracts Revenue 6.1 4.6 1.5
Total $ ( 160.3 ) $ ( 39.2 ) $ ( 121.1 )
Year Ended December 31, 2020
−Removed: Total (loss) gain recognized in income (Loss) gain realized in income on derivatives Unrealized gain recognized in income on derivatives
+Added: Total gain (loss) recognized in income Gain realized in income on derivatives Unrealized gain (loss) recognized in income on derivatives
Derivative Instrument Classification
2 unchanged sentences
Operating costs and expenses $ 12.9 $ 5.8 $ 7.1
−Removed: Derivative contracts related to forecasted sales Revenues 86.6 44.4 42.2
−Removed: Financial trading contracts Revenues ( 0.3 ) ( 8.7 ) 8.4
+Added: Derivative contracts related to forecasted sales Revenue 4.7 34.3 ( 29.6 )
+Added: Financial trading contracts Revenue ( 0.7 ) 4.2 ( 4.9 )
Total $ 16.9 $ 44.3 $ ( 27.4 )
−Removed: (1) ‘Results realized in income on derivatives’ have been revised to exclude revenues arising from coal deliveries earned by the Company’s trading and brokerage function of ($ 28.5 ) million and ($ 18.8 ) million for the years ended December 31, 2020 and 2019, respectively, to be comparable to the presentation of the 2021 amounts.
The Company classifies the cash effects of its derivatives within the “Cash Flows From Operating Activities” section of the consolidated statements of cash flows.
8 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: The following tables set forth the hierarchy of the Company’s net (liability) asset positions for which fair value is measured on a recurring basis.
−Removed: As noted below, variation margin cash associated with the derivative balances is excluded from this table.
+Added: The following tables set forth the hierarchy of the Company’s net asset (liability) positions for which fair value is measured on a recurring basis.
+Added: Variation margin cash associated with the derivative balances is excluded from this table.
December 31, 2022
13 unchanged sentences
Equity securities — — 4.0 4.0
−Removed: Total net assets $ — $ 2.8 $ 4.0 $ 6.8
−Removed: (1) December 31, 2020 ‘total net assets’ has been revised to exclude $ 6.5 million variation margin cash for comparability to 2021 presentation.
−Removed: Variation margin cash was $ 91.8 million as of December 31, 2021.
+Added: Total net (liabilities) assets $ — $ ( 119.9 ) $ 4.0 $ ( 115.9 )
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.
6 unchanged sentences
The following methods and assumptions were used by the Company in estimating fair values for other financial instruments as of December 31, 2022 and 2021:
−Removed: • Cash and cash equivalents, accounts receivable, including those within the Company’s accounts receivable securitization program, margining cash, notes receivable and accounts payable have carrying values which approximate fair value due to the short maturity or the liquid nature of these instruments.
+Added: • Cash and cash equivalents, restricted cash, accounts receivable, including those within the Company’s accounts receivable securitization program, margining cash, 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).
12 unchanged sentences
The Company’s exposure is substantially with electric utilities, energy marketers, steel producers and nonfinancial trading houses.
−Removed: 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.
13 unchanged sentences
Beginning of period $ 4.0 $ 4.0 $ 4.0
−Removed: Included in earnings — — ( 9.0 )
+Added: Impairment loss included in earnings ( 1.7 ) — —
Purchases 0.2 — —
14 unchanged sentences
Land and coal interests included coal reserves and resources with a net book value of $ 1.3 billion as of December 31, 2022 and $ 1.4 billion as of December 31, 2021.
−Removed: Such coal reserves and resources were comprised of mineral rights for leased coal interests and advance royalties that had a net book value of $ 0.8 billion as of both December 31, 2021 and 2020, and coal reserves and resources held by fee ownership of $ 0.6 billion and $ 0.7 billion at December 31, 2021 and 2020, respectively.
+Added: Such coal reserves and resources were comprised of mineral rights for leased coal interests and advance royalties that had a net book value of $ 0.7 billion as of both December 31, 2022 and 2021, and coal reserves and resources held by fee ownership of $ 0.6 billion as of both December 31, 2022 and 2021, respectively.
The amount of coal reserves and resources 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, 2022 and 2021.
7 unchanged sentences
Total $ 1,278.6 $ 370.2 $ ( 1,851.8 )
−Removed: Total income tax provision for the periods presented below consisted of the following:
+Added: Total income tax (benefit) provision for the periods presented below consisted of the following:
Year Ended December 31,
7 unchanged sentences
( 81.6 ) ( 7.5 ) 4.4
−Removed: State — — ( 0.2 )
Total deferred ( 81.6 ) ( 7.5 ) 27.8
−Removed: Total income tax provision $ 22.8 $ 8.0 $ 46.0
+Added: Total income tax (benefit) provision $ ( 38.8 ) $ 22.8 $ 8.0
Peabody Energy Corporation 2022 Form 10-K
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: The following is a reconciliation of the expected statutory federal income tax expense (benefit) to the Company’s income tax provision for the periods presented below:
+Added: The following is a reconciliation of the expected statutory federal income tax expense (benefit) to the Company’s income tax (benefit) provision for the periods presented below:
Year Ended December 31,
13 unchanged sentences
Other, net ( 11.7 ) 3.3 ( 3.5 )
−Removed: Total income tax provision $ 22.8 $ 8.0 $ 46.0
+Added: Total income tax (benefit) provision $ ( 38.8 ) $ 22.8 $ 8.0
Certain reconciliation items included in the above table exclude the remeasurement of foreign income tax accounts as these foreign currency effects are separately presented.
3 unchanged sentences
During the years ended December 31, 2021 and 2020, the Company received AMT credit refunds of $ 1.2 million and $ 46.9 million, respectively.
−Removed: The Company does not expect any further AMT refunds.
+Added: The Company does not expect any further AMT refund.
The Taxpayer Certainty and Disaster Relief Act of 2020 and the American Rescue Plan Act were enacted on December 27, 2020 and March 1, 2021, respectively.
−Removed: These acts did not have a material impact on the Company’s tax provision for 2021 or 2020.
+Added: On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law and contained numerous tax provisions including a 15 % minimum tax on book income of certain large corporations and a 1 % excise tax on net stock repurchases.
+Added: These acts did not have a material impact on the Company’s tax provision.
Peabody Energy Corporation 2022 Form 10-K
24 unchanged sentences
Total deferred tax liabilities 81.7 83.4
−Removed: Net deferred tax liability $ ( 27.3 ) $ ( 30.1 )
+Added: Net deferred tax asset (liability) $ 54.3 $ ( 27.3 )
Deferred taxes are classified as follows:
1 unchanged sentence
Noncurrent deferred income tax liability ( 20.4 ) ( 27.3 )
−Removed: Net deferred tax liability $ ( 27.3 ) $ ( 30.1 )
−Removed: As of December 31, 2021, the Company had gross Australia NOLs of $ 1.6 billion in Australian dollars and gross U.S.
+Added: Net deferred tax asset (liability) $ 54.3 $ ( 27.3 )
+Added: As of December 31, 2022, the Company had gross Australia NOLs of $ 53.0 million in Australian dollars and gross U.S.
federal NOLs of $ 1.7 billion.
−Removed: The Company’s tax loss carryforwards and credits of $ 1.3 billion as of December 31, 2021 were comprised primarily of net Australia NOLs and capital tax loss carryforwards of $ 491.6 million, net federal NOLs of $ 534.2 million, state NOLs of $ 85.2 million, tax general business credits (GBCs) of $ 139.1 million and other foreign NOLs of $ 15.8 million.
+Added: The Company’s tax loss carryforwards and credits of $ 740.1 million as of December 31, 2022 were comprised primarily of net Australia NOLs and capital tax loss carryforwards of $ 153.4 million, net federal NOLs of $ 345.3 million, state NOLs of $ 82.3 million, tax general business credits (GBCs) of $ 139.1 million and other foreign NOLs of $ 18.4 million.
The foreign tax loss carryforwards have no expiration date.
1 unchanged sentence
The state NOLs begin to expire in 2023 and the GBCs begin to expire in 2027.
−Removed: 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.
−Removed: For the year ended December 31, 2021, the Company continued to record valuation allowances of $ 2.1 billion against net deferred tax asset positions, comprised primarily of $ 1.2 billion in the U.S.
−Removed: and $ 0.9 billion in Australia.
−Removed: 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 2022 Form 10-K
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: 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.
+Added: For the year ended December 31, 2022, the Company released the valuation allowances of $ 74.7 million recorded against the Australia NOLs and net deferred tax asset position due to the significant current year utilization of NOLs and expected future realization of the deferred tax assets.
+Added: The Company maintained valuation allowances of $ 1.5 billion against the U.S net deferred tax asset position of $ 976.8 million and against certain foreign deferred tax assets, primarily in Australia, of $ 474.2 million.
+Added: Recognition of the U.S.
+Added: 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.
+Added: The valuation allowance against certain foreign deferred tax assets continues to be recorded due to unlikely realization.
Unrecognized Tax Benefits
5 unchanged sentences
Gross unrecognized tax benefits $ 9.5 $ 11.0
−Removed: The amount of the Company’s gross unrecognized tax benefits increased by $ 1.9 million since December 31, 2020 due primarily to additions for current positions partially offset by adjustments for effectively settled positions.
+Added: The amount of the Company’s gross unrecognized tax benefits decreased by $ 1.5 million since December 31, 2021 due primarily to adjustments for prior year 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 $ 9.5 million and $ 11.0 million at December 31, 2022 and 2021, respectively.
5 unchanged sentences
Additions for current year tax positions 0.8 3.0 1.9
−Removed: (Reductions) additions for prior year tax positions ( 1.1 ) ( 9.3 ) 0.3
+Added: Reductions for prior year tax positions ( 2.3 ) ( 1.1 ) ( 9.3 )
Balance at end of period $ 9.5 $ 11.0 $ 9.1
The Company recognizes interest and penalties related to unrecognized tax benefits in its income tax provision.
−Removed: The Company recorded $ 0.2 million and $ 0.4 million of gross interest and penalties for the years ended December 31, 2021 and 2019, respectively, and reversed gross interest and penalties of $ 0.4 million for the year ended December 31, 2020.
+Added: The Company recorded $ 0.2 million of gross interest and penalties for both the years ended December 31, 2022 and 2021, and reversed gross interest and penalties of $ 0.4 million for the year ended December 31, 2020.
The Company had $ 5.9 million, $ 5.7 million and $ 5.4 million of accrued gross interest and penalties related to unrecognized tax benefits at December 31, 2022, 2021 and 2020, respectively.
−Removed: The Company does not expect a significant change in its net unrecognized tax benefits during the next twelve months.
+Added: The Company does not expect a decrease in its net unrecognized tax benefits during the next twelve months.
Tax Returns Subject to Examination
2 unchanged sentences
Australian income tax returns for tax years 2013 through 2020 continue to be subject to potential examinations by the Australian Taxation Office.
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Foreign Earnings
−Removed: As of December 31, 2021, the Company has unremitted earnings relating to certain wholly owned subsidiaries that are not permanently reinvested due to terms of certain debt agreements.
−Removed: There is no residual cash taxes on the unremitted earnings due to the existence of NOLs.
+Added: As of December 31, 2022, the Company has unremitted earnings relating to certain wholly owned subsidiaries that are not permanently reinvested, but there are no residual cash taxes on the unremitted earnings.
The Company has an earnings deficit for remaining investments outside the U.S.
1 unchanged sentence
However, when appropriate, the Company has the ability to access foreign cash without incurring residual cash taxes due to the existence of NOLs.
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Tax Payments and Refunds
13 unchanged sentences
Other accrued expenses 148.0 161.3
−Removed: Accrued taxes other than income 78.8 80.4
−Removed: Asset retirement obligations 65.0 77.7
Accrued royalties 88.4 51.4
+Added: Asset retirement obligations 84.2 65.0
Liabilities associated with discontinued operations 41.9 45.0
−Removed: Liabilities from coal trading activities 29.5 1.7
Income taxes payable 25.9 20.2
Accrued insurance 22.7 17.8
+Added: Accrued taxes other than income 20.0 78.8
Operating lease liabilities 16.8 16.4
1 unchanged sentence
Accrued interest 8.2 6.0
+Added: Liabilities from coal trading activities — 29.5
Accounts payable and accrued expenses $ 905.5 $ 872.1
3 unchanged sentences
(10) Long-term Debt
−Removed: The Company’s total funded indebtedness (Indebtedness) as of December 31, 2021 and 2020 consisted of the following:
+Added: The Company’s total indebtedness as of December 31, 2022 and 2021 consisted of the following:
Debt Instrument (defined below, as applicable) 2022 2021
1 unchanged sentence
6.000 % Senior Secured Notes due March 2022 (2022 Notes)
−Removed: $ 23.1 $ 459.0
8.500 % Senior Secured Notes due December 2024 (2024 Peabody Notes)
3 unchanged sentences
Senior Secured Term Loan due 2025, net of original issue discount (Senior Secured Term Loan) — 322.8
−Removed: Revolving credit facility — 216.0
+Added: 3.250 % Convertible Senior Notes due March 2028 (2028 Convertible Notes)
Finance lease obligations 23.6 29.3
3 unchanged sentences
Long-term debt $ 320.6 $ 1,078.2
−Removed: Refinancing Transactions
−Removed: 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 near-term operating liquidity and financial flexibility.
−Removed: 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.
−Removed: As further discussed in Note 22.
−Removed: “Financial Instruments, Guarantees With Off-Balance-Sheet Risk and Other Guarantees,” upon completion of the Refinancing Transactions, the surety transaction support agreement (Surety Agreement) entered into with the Company’s surety bond providers in November 2020 became effective.
−Removed: 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 December 2024 (2024 Co-Issuer Notes) issued by certain wholly-owned subsidiaries of the Company (the Co-Issuers), (b) $ 195.1 million aggregate principal amount of new 8.500 % Senior Secured Notes due December 2024 issued by the Company (2024 Peabody Notes) and (c) a cash payment of approximately $ 9.4 million.
−Removed: In connection with the settlement of the Exchange Offer, the Company also paid early tender premiums totaling $ 4.0 million in cash.
−Removed: The Company’s Wilpinjong Mine in Australia is owned and operated by a subsidiary of the Co-Issuers.
−Removed: The Exchange Offer was accounted for as a debt modification based upon the relative similarity of the present value of the future cash flows of the instruments.
−Removed: As such, no gain or loss was recorded in connection with the Exchange Offer.
−Removed: Fees paid to third parties of $ 10.6 million were included in “Interest expense” in the accompanying consolidated statements of operations during the year ended December 31, 2021.
−Removed: Concurrently with the Exchange Offer, the Company solicited consents from holders of the 2022 Notes to certain proposed amendments to its existing senior notes’ indenture (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.
−Removed: 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.
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: In connection with the Refinancing Transactions, the Company restructured the revolving loans under its existing credit agreement (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 (Co-Issuer Term Loans, Co-Issuer Term Loan Agreement), (iii) the Company entering into a letter of credit facility (the Company LC Agreement) and (iv) amending the Credit Agreement (collectively, the Revolver Transactions).
−Removed: 2024 Co-Issuer Notes
−Removed: The terms of the 2024 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 (2024 Co-Issuer Notes Indenture).
−Removed: The 2024 Co-Issuer Notes mature on December 31, 2024 and bear interest at an annual rate of 10.000 %.
−Removed: The Company paid aggregate debt issuance costs of $ 5.6 million, which are being amortized over the terms of the notes.
−Removed: Beginning March 31, 2021, interest is payable on March 31, June 30, September 30 and December 31 of each year.
−Removed: During the year ended December 31, 2021, the Company recorded interest expense of $ 19.6 million related to the 2024 Co-Issuer Notes.
−Removed: The 2024 Co-Issuer Notes and the Co-Issuer Term Loans are subject to mandatory prepayment offers at the end of each six-month period, beginning with June 30, 2021, whereby the Excess Cash Flow (as defined in the 2024 Co-Issuer Notes Indenture) generated by the Wilpinjong Mine during each such period will be applied to the principal of the 2024 Co-Issuer Notes and the 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.
−Removed: Such prepayments may be accepted or declined at the option of the debt holders.
−Removed: Based upon the Wilpinjong Mine’s results for the six-month period ended December 31, 2021, a total offer to prepay $105.6 million of principal was made on a pro rata basis in February 2022, including $51.2 million of the Co-Issuer Notes and $54.4 million of the Co-Issuer Term Loan.
−Removed: The offer for the Co-Issuer Notes expires March 14, 2022.
−Removed: The Company expects to prepay $17.2 million of principal under the now-expired Co-Issuer Term Loan offer, which is reflected within the current portion of long-term debt in the accompanying consolidated balance sheet as of December 31, 2021.
−Removed: There was no prepayment offer made with respect to the six-month period ended June 30, 2021.
−Removed: The 2024 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.
−Removed: The 2024 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.
−Removed: The 2024 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.
−Removed: 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).
−Removed: The Co-Issuers may redeem some or all of the 2024 Co-Issuer Notes at the redemption prices and on the terms specified in the 2024 Co-Issuer Notes Indenture.
−Removed: The 2024 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 certain modifications 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.
−Removed: If the 2024 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.
−Removed: In addition, the holders of the 2024 Co-Issuer Notes have the right, under certain circumstances specified in the 2024 Co-Issuer Notes Indenture, to exchange their 2024 Co-Issuer Notes for 2024 Peabody Notes.
+Added: As further described below, during 2021, the Company completed a significant debt restructuring to extend maturities on its existing debt and obtain covenant relief.
+Added: Subsequent to these restructuring activities, the Company utilized various methods allowable or required under its relevant debt agreements to retire all of its senior secured long-term debt by December 31, 2022, as only the the 2028 Convertible Notes, which are further described below, and finance lease obligations remain outstanding.
+Added: 2021 Debt Restructuring
+Added: During the first quarter of 2021, the Company completed a series of financing transactions to provide the Company with maturity extensions and covenant relief, while allowing it to maintain near-term operating liquidity.
+Added: These transactions included a senior notes exchange, a revolving credit facility exchange, various amendments to the Company’s existing debt agreements and a support agreement with the Company’s surety bond providers.
+Added: These transactions were preceded by an organizational realignment in which the Company formed 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 Company’s then-existing credit agreement (Credit Agreement) and senior notes’ indenture.
+Added: The senior notes exchange involved the tender of $ 398.7 million aggregate principal amount of the Company’s 2022 Notes for aggregate consideration consisting of (a) $ 193.9 million aggregate principal amount of new 2024 Co-Issuer Notes, (b) $ 195.1 million aggregate principal amount of new 2024 Peabody Notes issued by the Company and (c) a cash payment of approximately $ 9.4 million.
+Added: The exchange was accounted for as a debt modification and as such, no gain or loss was recorded.
+Added: Concurrently with the senior notes exchange, the Company solicited consents from holders of the 2022 Notes to certain proposed amendments to its existing senior notes’ 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 their indenture and (ii) release the collateral securing the 2022 Notes and eliminate certain other related provisions.
+Added: The Company received the requisite consents from holders of the 2022 Notes and entered into a supplemental indenture to reflect such amendments.
+Added: The Company also restructured $ 216.0 million of existing revolving loans under the Credit Agreement by (i) paying down $ 10.0 million aggregate principal amount of such loans, (ii) compelling the Co-Issuers to incur $ 206.0 million of Co-Issuer Term Loans under a separate credit agreement, (iii) entering into a letter of credit facility (the Company LC Agreement) and (iv) amending the Credit Agreement.
Peabody Energy Corporation 2022 Form 10-K
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Co-Issuer Term Loans due 2024
−Removed: The Co-Issuer Term Loans mature on December 31, 2024 and bear interest at a rate of 10.000 % per annum.
−Removed: The Company paid aggregate debt issuance costs of $ 7.1 million, that are being amortized over its term.
−Removed: During the year ended December 31, 2021, the Company recorded interest expense of $ 20.5 million related to the Co-Issuer Term Loans.
−Removed: The 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.
−Removed: The Co-Issuer Term Loan Agreement is guaranteed and secured to the same extent as the 2024 Co-Issuer Notes as described above.
−Removed: In addition, the Co-Issuer Term Loan Agreement contains events of default substantially similar to those described above for the 2024 Co-Issuer Notes Indenture.
−Removed: The Co-Issuer Term Loans are subject to the Excess Cash Flow offer described above.
−Removed: 2024 Peabody Notes
−Removed: The terms of the 2024 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 2024 Peabody Notes Indenture).
−Removed: The 2024 Peabody Notes mature on December 31, 2024.
−Removed: The Company paid aggregate debt issuance costs of $ 5.7 million, which are being amortized over the terms of the notes.
−Removed: The 2024 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 2024 Peabody Notes, which is payable on June 30 and December 31 of each year, commencing on June 30, 2021.
−Removed: During the year ended December 31, 2021, the Company recorded interest expense of $ 12.9 million related to the 2024 Peabody Notes, which included in-kind interest of approximately $ 2.9 million.
−Removed: As a requirement of the Exchange Offer, during the three months ended March 31, 2021, the Company purchased $ 22.4 million of the 2024 Peabody Notes at 80 % of their accreted value, plus accrued and unpaid interest.
−Removed: In connection with the purchases, the Company recognized a net gain of $ 3.5 million to “Net (gain) loss on early debt extinguishment” during the year ended December 31, 2021.
−Removed: The notes were subsequently canceled.
−Removed: The 2024 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.
−Removed: The 2024 Peabody Notes are unconditionally guaranteed, jointly and severally, on a senior secured basis by the Peabody Guarantors (as defined below) on the Peabody Collateral (as defined below).
−Removed: The obligations are secured on a pari passu basis by the same collateral that secures the 6.375 % Senior Secured Notes due March 2025 (the 2025 Notes), the Credit Agreement and the Company LC Agreement described below.
−Removed: Company LC Agreement
−Removed: On the Settlement Date, the Company entered into the 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 its existing letters under the Credit Agreement were deemed to be issued.
−Removed: The Company paid aggregate debt issuance costs of $ 4.1 million.
−Removed: The commitments under the Company LC Agreement mature on December 31, 2024.
+Added: Under the Company LC Agreement, the Company obtained a $ 324.0 million letter of credit facility under which its existing letters of credit under the Credit Agreement were deemed to be issued.
Undrawn letters of credit under the Company LC Agreement bear interest at 6.00 % per annum and unused commitments are subject to a 0.50 % per annum commitment fee.
−Removed: During the year ended December 31, 2021, the Company recorded interest expense and fees of $ 21.9 million related to the Company LC Agreement.
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: In connection with the Revolver Transactions, the Company amended its Credit Agreement to make certain changes in consideration of the Company LC Agreement.
−Removed: 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.
+Added: The Company LC Agreement was subsequently amended during 2022 to mandatorily reduce its capacity by approximately $ 22 million to make allowable certain previously restricted payments for joint venture investments.
+Added: The amendment creates an investment basket which allows payments of $ 30.0 million per year specifically limited to investment in renewable energy-related projects.
+Added: The Company has no contractual commitment for such project investment.
+Added: Unused portions of the basket carryover from year-to-year, and the total amount of investment will further reduce the credit facility capacity by a like amount, or a minimum of $ 10.0 million per year, through the maturity of the credit facility.
+Added: In February 2023, the Company LC Agreement was further amended to reduce its capacity by an additional $ 65.0 million, accelerate its expiration date to December 31, 2023 from December 31, 2024, and eliminate the prepayment premium due upon any reduction of commitments thereunder prior to July 29, 2023.
+Added: Under the amended Credit Agreement, there remain no revolving commitments or revolving loans and the first lien net leverage ratio covenant was eliminated.
The 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, its subsidiaries and other unrestricted subsidiaries is excluded from the calculation.
−Removed: The Company LC Agreement is guaranteed and secured to the same extent of the 2024 Peabody Notes as described above.
−Removed: In addition, the Company LC Agreement contains events of default substantially similar to those described above for the 2024 Peabody Notes.
−Removed: The 2024 Peabody Notes Indenture and the Company LC Agreement allow the Company to make open market debt repurchases, subject to certain limitations, including, but not limited to:
−Removed: (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 2024 Peabody Notes and the priority lien obligations under the 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 (Mandatory Repurchase Offer).
−Removed: 6.375 % Senior Secured Notes due 2025
−Removed: On February 15, 2017, 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 2025 Notes.
−Removed: The 2025 Notes were issued on February 15, 2017 in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the Securities Act).
−Removed: The 2025 Notes were issued at par value.
−Removed: The Company paid aggregate debt issuance costs of $ 25.1 million related to the offering, which are being amortized over the term of the 2025 Notes.
−Removed: Interest payments on the 2025 Notes are scheduled to occur each year on March 31 and September 30 until maturity.
−Removed: The Company recorded interest expense of $ 35.7 million, $ 36.7 million and $ 36.3 million during the years ended December 31, 2021, 2020 and 2019, respectively, related to the 2025 Notes.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The 2025 Notes are secured on a pari passu basis by the same collateral securing the Credit Agreement, and the other priority lien debt of the Company, including the 2024 Peabody Notes and the Company LC Agreement described above.
−Removed: Credit Agreement/Senior Secured Term Loan due 2025
−Removed: The Company originally entered into the Credit Agreement during 2017, which provided for a $ 950.0 million senior secured term loan (the Senior Secured Term Loan) due in 2022.
−Removed: 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.
−Removed: The Credit Agreement has been amended periodically over its term to add a revolving loan facility, to increase the capacity and extend the maturity date of the revolving loan facility, to extend the maturity date of the Senior Secured Term Loan to 2025 and to make various changes to terms such as those related to interest, fees and payment restrictions.
−Removed: In connection with certain of the amendments, the Company voluntarily prepaid $ 46.0 million of Senior Secured Term Loan principal and incurred $ 10.4 million of deferred financing costs related to the revolving loan facility.
−Removed: The Company also voluntarily repaid an additional $ 500.0 million of Senior Secured Term Loan principal in various installments.
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: At December 31, 2021 the Senior Secured Term Loan had a balance of $ 322.8 million.
−Removed: The Senior Secured Term Loan requires quarterly principal payments of $ 1.0 million and periodic interest payments through December 2024 with the remaining balance due in March 2025.
−Removed: The Company recorded interest expense of $ 12.8 million, $ 15.6 million and $ 22.2 million during the years ended December 31, 2021, 2020 and 2019, respectively, related to the Senior Secured Term Loan, which bore interest at LIBOR plus 2.75 % per annum as of December 31, 2021.
−Removed: The Senior Secured Term Loan may require mandatory principal prepayments of Excess Cash Flow (as defined in the Credit Agreement) for any fiscal year based upon the Company’s Total Leverage Ratio (as defined in the Credit Agreement and calculated at December 31, net of any unrestricted cash).
−Removed: In connection with the Revolver Transactions, the Company amended the Credit Agreement to make certain changes in consideration of the Company LC Agreement.
−Removed: After giving effect to the Revolver Transactions, there remain no revolving commitments or revolving loans under the Credit Agreement.
−Removed: Further, all financial covenants specific to the former revolving credit facility under the Credit Agreement were eliminated in connection with the Refinancing Transactions and were not applicable at December 31, 2021.
−Removed: The Company recorded interest expense and fees of $ 1.4 million, $ 15.9 million and $ 6.2 million, during the years ended December 31, 2021, 2020 and 2019, respectively, related to the revolving loan facility.
−Removed: 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.
−Removed: 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.
−Removed: 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 2024 Peabody Notes and the Company LC Agreement described above.
−Removed: The Company was compliant with all covenants under its debt agreements, including the minimum liquidity covenant under the Company LC Agreement, at December 31, 2021.
−Removed: Subsequent Financing Transactions
−Removed: Subsequent to the Refinancing Transactions, the Company completed a series of financing transactions intended to improve its capital structure.
−Removed: In June 2021, the Company announced an at-the-market equity offering program pursuant to which the Company could offer and sell up to 12.5 million shares of its common stock.
−Removed: The at-the-market equity offering program was further expanded to 32.5 million shares during 2021.
+Added: Commitments under the Company LC Agreement are jointly and severally and fully and unconditionally guaranteed on a senior secured basis by substantially all of the Company’s domestic restricted subsidiaries and secured by (a) first priority liens over (1) substantially all of the assets of the Company, 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, in each case, subject to certain exceptions.
+Added: The Company LC Agreement 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.
+Added: Completion of the 2021 debt restructuring transactions allowed the Company to finalize the surety transaction support agreement described at Note 20.
+Added: “Financial Instruments, Guarantees With Off-Balance-Sheet Risk and Other Guarantees.”
+Added: 2021 Debt Retirements
+Added: In March 2021, as a requirement of the senior notes exchange, the Company purchased $ 22.4 million of the 2024 Peabody Notes at 80 % of their accreted value, plus accrued and unpaid interest.
+Added: In June 2021, the Company announced an at-the-market equity offering program pursuant to which, as amended, the Company could offer and sell up to 32.5 million shares of its common stock.
The shares are offered and sold pursuant to the Company’s Registration Statement on Form S-3, which was declared effective by the Securities and Exchange Commission on April 23, 2021, as supplemented by prospectus supplements dated June 4, 2021, September 17, 2021, and December 17, 2021, relating to the offer and sale of the shares.
During the year ended December 31, 2021, the Company sold approximately 24.8 million shares for net cash proceeds of $ 269.8 million.
+Added: Such proceeds were utilized, in part, for the retirement of debt as described below.
During the year ended December 31, 2021, the Company retired $ 91.4 million of 2024 Peabody Notes, $ 117.8 million of 2025 Notes and $ 61.7 million of its Senior Secured Term Loan primarily through various open market purchases at an aggregate cost of $ 232.4 million.
−Removed: The Company recorded a gain on early debt extinguishment of $ 28.8 million, net of debt issuance costs and original issue discount related to the retired debt of $ 9.7 million.
−Removed: Also during the year ended December 31, 2021, the Company completed multiple bilateral transactions with holders of the 2022 Notes, the 2025 Notes and the 2024 Peabody Notes in which the Company issued an aggregate 10.0 million shares of its common stock in exchange for $ 37.3 million aggregate principal amount of the 2022 Notes, $ 47.2 million aggregate principal amount of the 2025 Notes and $ 21.6 million aggregate principal amount of the 2024 Peabody Notes.
−Removed: Based upon the fair value of the Company’s common stock at the respective settlement dates, the Company recorded a net gain on early debt extinguishment of $ 0.9 million in connection with the transactions.
+Added: Also during the year ended December 31, 2021, the Company completed multiple bilateral transactions with note holders in which the Company issued an aggregate 10.0 million shares of its common stock in exchange for $ 37.3 million aggregate principal amount of the 2022 Notes, $ 47.2 million aggregate principal amount of the 2025 Notes and $ 21.6 million aggregate principal amount of the 2024 Peabody Notes.
The issuance of shares of common stock in exchange for the 2022 Notes, the 2025 Notes and the 2024 Peabody Notes was made in reliance on the exemption from registration provided in Section 3(a)(9) under the Securities Act of 1933, based in part on representations of holders of the 2022 Notes, the 2025 Notes and the 2024 Peabody Notes, and on the basis that the exchange was completed with existing holders of the Company's securities and no commission or other remuneration was paid or given for soliciting the exchange.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: As a result of the Company’s open market purchases of its debt during the three months ended December 31, 2021, on January 14, 2022, the Company announced a Mandatory Repurchase Offer of up to $ 38.6 million of 2024 Peabody Notes, at 94.940 % of their aggregate accreted value, plus accrued and unpaid interest, and a concurrent repurchase offer of priority lien obligations under the Company LC Agreement.
−Removed: The offers expire on March 4, 2022, unless extended by the Company.
+Added: The Company’s various debt retirements during 2021 resulted in the realization of net gains from early debt extinguishment of $ 33.2 million.
+Added: 2022 Debt Retirements
+Added: On March 31, 2022, the Company retired the remaining principal balance of 2022 Notes upon maturity for $ 23.1 million.
+Added: During the three months ended March 31, 2022, $ 62.5 million principal amount of the 2024 Peabody Notes was retired using proceeds from the offering of 2028 Convertible Notes, as further described below, and the remaining $ 0.1 million principal amount was retired through a mandatory repurchase offer required under the terms of their indenture and the Company LC Agreement.
+Added: Such mandatory repurchase offers were required when the Company made open market repurchases of its debt.
+Added: In general, the repurchase offers equated to 25 % of the principal amount of priority lien debt repurchased in the preceding quarter at a price equal to the weighted average repurchase price paid over that quarter.
+Added: In addition to the $ 0.1 million principal amount of 2024 Peabody Notes repurchased through such offers, the Company repurchased $ 42.2 million of aggregate priority lien obligations under the Company LC Agreement during 2022 at approximately 95 %.
+Added: The repurchases of Company LC Agreement commitments were effected by the posting of $ 40.1 million of collateral with the administrative agent and did not reduce the availability under the facility.
+Added: In March 2022, $ 257.4 million principal amount of the 2025 Notes was retired using proceeds from the offering of 2028 Convertible Notes, as further described below.
+Added: The remaining 2025 Notes were retired through an open market repurchase of $ 11.4 million principal amount at 98.00 % in September 2022 and, in accordance with the notes’ indenture, a voluntary prepayment of $ 66.1 million principal amount at 101.59 % in December 2022.
+Added: The Senior Secured Term Loan was retired through various open market purchases of $ 44.1 million principal amount throughout 2022 at an aggregate cost of $ 42.1 million, scheduled quarterly principal amortization payments of $ 3.0 million, and, in accordance with the terms of the Credit Agreement, a voluntary prepayment of $ 276.2 million principal amount at par in December 2022.
+Added: The 2024 Co-Issuer Notes and the Co-Issuer Term Loans were subject to mandatory prepayment offers at the end of each six-month period, beginning with June 30, 2021, whereby the Excess Cash Flow (as defined in the 2024 Co-Issuer Notes indenture) generated by the Wilpinjong Mine during each such period could be applied to the principal of such notes and loans on a pro rata basis, provided that the liquidity attributable to the Wilpinjong Mine would not fall below $ 60.0 million.
+Added: Such prepayments could be accepted or declined at the option of the debt holders.
+Added: Based upon the Wilpinjong Mine’s results for the six-month periods ended December 31, 2021 and June 30, 2022 and the resultant mandatory prepayment offers, during 2022, the Company prepaid $ 18.5 million principal amount of 2024 Co-Issuer Notes at an aggregate cost of $ 19.2 million and $ 17.2 million principal amount of Co-Issuer Term Loans at par.
+Added: Voluntary repurchases of Co-Issuer Term Loans were permissible through various methods, including a modified Dutch auction process in which the Company could solicit acceptable prices from holders.
+Added: During the year ended December 31, 2022, the Company solicited bids from all holders of Co-Issuer Term Loans at various dates for the repurchase of the remaining outstanding principal amount, resulting in the valid tender and purchase of $ 185.9 million principal amount at an aggregate cost of $ 195.8 million.
+Added: The underlying terms of the 2024 Co-Issuer Notes and Co-Issuer Term Loans required parity between the holders of Co-Issuer Term Loans and holders of the 2024 Co-Issuer Notes with respect to repurchase offers such as those undertaken through the auction processes described above.
+Added: As such, the Company solicited commensurate bids from all holders of 2024 Co-Issuer Notes at various dates during the year ended December 31, 2022 for the repurchase of the remaining outstanding principal amount, resulting in the valid tender and purchase of $ 147.3 million principal amount at an aggregate cost of $ 154.1 million.
+Added: Subsequent to the modified Dutch auction processes and related transactions, the Company voluntarily prepaid the remaining $ 28.1 million principal amount of 2024 Co-Issuer Notes and $ 2.9 million principal amount of Co-Issuer Term Loans at an aggregate cost of $ 32.8 million, including certain make whole premium amounts.
+Added: The Company’s various debt retirements during 2022 resulted in the realization of net losses from early debt extinguishment of $ 34.9 million, excluding the loss recorded in connection with the issuance of 2028 Convertible Notes described below.
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: 3.250 % Convertible Senior Notes due 2028
+Added: On March 1, 2022, the Company issued $ 320.0 million in aggregate principal amount of 3.250 % Convertible Senior Notes due 2028 (the 2028 Convertible Notes) through a private offering.
+Added: The 2028 Convertible Notes are senior unsecured obligations of the Company and are governed under an indenture.
+Added: The Company used the proceeds of the offering of the 2028 Convertible Notes to redeem the remaining $ 62.5 million of its outstanding 2024 Peabody Notes and, together with available cash, approximately $ 257.4 million of its outstanding 2025 Notes, and to pay related premiums, fees and expenses relating to the offering of the 2028 Convertible Notes and the redemptions.
+Added: The Company capitalized $ 11.2 million of debt issuance costs related to the offering and recognized a loss on early debt extinguishment of $ 23.0 million during the three months ended March 31, 2022.
+Added: The 2028 Convertible Notes will mature on March 1, 2028, unless earlier converted, redeemed or repurchased in accordance with their terms.
+Added: The 2028 Convertible Notes bear interest at a rate of 3.250 % per year, payable semi-annually in arrears on March 1 and September 1 of each year.
+Added: The 2028 Convertible Notes are convertible at the option of the holders only in the following circumstances:
+Added: (1) during any calendar quarter commencing after the calendar quarter ended June 30, 2022, if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;
+Added: (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the Measurement Period) in which the trading price per $ 1,000 principal amount of 2028 Convertible Notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day;
+Added: (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock;
+Added: (4) if the Company calls any 2028 Convertible Notes for redemption;
+Added: and (5) at any time from, and including, September 1, 2027 until the close of business on the second scheduled trading day immediately before the maturity date.
+Added: Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the indenture.
+Added: The initial conversion rate for the 2028 Convertible Notes will be 50.3816 shares of the Company’s common stock per $ 1,000 principal amount of 2028 Convertible Notes, which represents an initial conversion price of approximately $ 19.85 per share of the Company’s common stock.
+Added: The initial conversion price represents a premium of approximately 32.5 % to the $ 14.98 per share closing price of the Company’s common stock on February 24, 2022.
+Added: The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the indenture.
+Added: If certain corporate events described in the indenture occur prior to the maturity date, or the Company delivers a notice of redemption (as described below), the conversion rate will be increased for a holder who elects to convert its 2028 Convertible Notes in connection with such corporate event or notice of redemption, as the case may be, in certain circumstances.
+Added: The Company may not redeem the 2028 Convertible Notes prior to March 1, 2025.
+Added: The Company may redeem for cash all or any portion of the 2028 Convertible Notes, at its option, on or after March 1, 2025 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to 100 % of the principal amount of the 2028 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice;
+Added: and (2) the trading day immediately before the date the Company sends such notice.
+Added: However, the Company may not redeem less than all of the outstanding 2028 Convertible Notes unless at least $ 75 million aggregate principal amount of 2028 Convertible Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice.
+Added: No sinking fund is provided for the 2028 Convertible Notes.
+Added: If the Company undergoes a fundamental change (as defined in the indenture), noteholders may require the Company to repurchase their 2028 Convertible Notes at a cash repurchase price equal to 100 % of the principal amount of the 2028 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: During the fourth quarter of 2022, the Company’s reported common stock prices prompted the conversion feature of the 2028 Convertible Notes.
+Added: As a result, the 2028 Convertible Notes are convertible at the option of the holders during the first quarter of 2023.
+Added: The Company cannot currently satisfy the conversion obligation in cash because the terms of the Credit Agreement generally prohibit the Company from retiring unsecured debt with cash.
+Added: It is the Company’s current intent and policy to settle any conversions of 2028 Convertible Notes through shares of its common stock.
+Added: As such, the 2028 Convertible Notes are not classified as a current obligation in the accompanying consolidated balance sheets.
+Added: Through February 17, 2023, the Company has not received any conversion requests and does not anticipate receiving any conversion requests in the near term as the market value of the 2028 Convertible Notes exceeds their conversion value.
+Added: As of December 31, 2022, the if-converted value of the 2028 Convertible Notes exceeded the principal amount by $ 105.8 million.
+Added: Margin Financing Arrangement
+Added: In March 2022, the Company entered into a discrete credit agreement which provided for a $ 150 million unsecured revolving credit facility.
+Added: The revolving facility was scheduled to mature in April 2025 and bore interest at a rate of 10.0 % per annum on drawn amounts.
+Added: The revolving facility was intended to support the Company’s near-term liquidity requirements, particularly with respect to the cash margin requirements associated with the Company’s coal derivative contracts, which fluctuate depending upon underlying market coal prices.
+Added: Concurrently with the Credit Agreement, the Company entered into a related agreement for an at-the-market equity offering program for up to $ 225.0 million of the Company’s common stock.
+Added: During the three months ended March 31, 2022, the Company borrowed and repaid $ 225.0 million under the revolving facility using net proceeds of $ 222.0 million from at-the-market issuances of 10.1 million shares of common stock and available cash.
+Added: The Company made no additional borrowings and terminated the facility in August 2022.
+Added: Interest Charges
+Added: The following table presents the components of the Company’s interest expense related to its indebtedness and financial assurance instruments such as surety bonds and letters of credit.
+Added: Additionally, the table sets forth the amount of cash paid for interest and the amount of non-cash interest expense primarily related to the amortization of debt issuance costs.
+Added: Year Ended December 31,
+Added: 2022 2021 2020
+Added: (Dollars in millions)
+Added: Indebtedness $ 87.0 $ 132.3 $ 104.4
+Added: Financial assurance instruments 53.3 51.1 35.4
+Added: Interest expense $ 140.3 $ 183.4 $ 139.8
+Added: Cash paid for interest $ 118.5 $ 174.9 $ 126.9
+Added: Non-cash interest expense $ 17.7 $ 21.3 $ 16.2
+Added: Covenant Compliance
+Added: The Company was compliant with all relevant covenants under its debt agreements at December 31, 2022, including the minimum aggregate liquidity requirement under the Company LC Agreement which requires the Company’s restricted subsidiaries to maintain minimum aggregate liquidity of $ 125.0 million at the end of each quarter through December 31, 2023.
Finance Lease Obligations
5 unchanged sentences
“Summary of Significant Accounting Policies” for the Company’s policies regarding “Leases.”
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company and certain of its subsidiaries have guaranteed other subsidiaries’ performance under various lease obligations.
59 unchanged sentences
2023 $ 18.6 $ 14.4
−Removed: 2023 16.9 5.9
2028 and thereafter 0.4 —
14 unchanged sentences
Balance at end of period — closed or inactive locations $ 192.1 $ 208.0
−Removed: The credit-adjusted, risk-free interest rates utilized to estimate the Company’s asset retirement obligations ranged from 7.89 % for life of mines 3 years or less to 10.12 % for life of mines greater than 20 years for both U.S.
−Removed: and Australia reclamation obligations at December 31, 2021 and 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.
−Removed: and Australia reclamation obligations at December 31, 2020.
As of December 31, 2022 and 2021, the Company had $ 1,250.1 million and $ 1,294.7 million, respectively, in surety bonds outstanding to secure reclamation obligations.
Additionally, the Company had $ 437.8 million and $ 323.0 million, respectively, of letters of credit in support of reclamation obligations as of December 31, 2022 and 2021.
+Added: “Financial Instruments, Guarantees With Off-Balance-Sheet Risk and Other Guarantees” for a discussion of cash collateral supporting these reclamation bonding requirements.
(13) Postretirement Health Care and Life Insurance Benefits
5 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Net periodic postretirement benefit (benefit) cost included the following components:
+Added: Net periodic postretirement benefit (credit) cost included the following components:
Year Ended December 31,
6 unchanged sentences
Net actuarial (gain) loss ( 51.2 ) ( 54.5 ) 16.5
−Removed: Net periodic postretirement benefit (benefit) cost $ ( 90.4 ) $ 21.7 $ 99.0
−Removed: The actuarial gain for all benefit plans in 2021 was primarily due to the increase in the discount rate used to measure the benefit obligation, favorable impact of claims experience for the year, and updating the mortality base table and improvement scale to those published by the Society of Actuaries considering the plan’s experience for participants receiving medical benefits under the UMWA Coal Act design.
+Added: Net periodic postretirement benefit (credit) cost $ ( 98.0 ) $ ( 90.4 ) $ 21.7
+Added: The actuarial gain for all benefit plans in 2022 was primarily due to the increase in the discount rate used to measure the benefit obligation and favorable impact of claims experience for the year offset by increase in medical trend rate due to inflation as well as expected impact of recently passed Inflation Reduction Act.
+Added: The actuarial gain for all benefit plans in 2021 was primarily due to the increase in the discount rate used to measure the benefit obligation, favorable impact of claims experience for the year, and updating the mortality base table and improvement scale to those published by the Society of Actuaries considering the plan’s experience for participants receiving medical benefits under the United Mine Workers of America (UMWA) Coal Act design.
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 Act design.
−Removed: 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.
−Removed: The following includes pre-tax amounts recorded in “Accumulated other comprehensive income”:
+Added: The following includes pretax amounts recorded in “Accumulated other comprehensive income”:
Year Ended December 31,
21 unchanged sentences
Benefits paid and administrative fees (net of Medicare Part D reimbursements) ( 21.2 ) ( 34.5 )
−Removed: Actuarial (gain) loss ( 55.5 ) 18.6
+Added: Actuarial gain ( 55.4 ) ( 55.5 )
Accumulated postretirement benefit obligation at end of period 189.9 258.7
10 unchanged sentences
In October 2021, the Company announced changes to its postretirement health care benefit plan for certain represented retirees.
−Removed: Effective January 1, 2022, the Company will no longer provide medical coverage to certain existing retirees but will continue to offer a life insurance benefit to eligible retirees.
+Added: Effective January 1, 2022, the Company no longer provides medical coverage to certain existing retirees but continues to offer a life insurance benefit to eligible retirees.
The impact of the changes on future benefits reduced the Company’s accumulated postretirement benefit obligation by $ 139.5 million.
The reduction was attributable to the elimination of health care benefits for certain represented retirees.
−Removed: The reduction in liability was recorded with an offsetting balance in “Accumulated other comprehensive income” and is being amortized to earnings based upon the estimated remaining life expectancies of certain plan participants ( 14.2 years was the amortization period when it was established on October 1, 2021).
+Added: The reduction in liability was recorded with an offsetting balance in “Accumulated other comprehensive income” and is being amortized to earnings based upon the estimated remaining life expectancies of certain plan participants ( 13.0 years and 14.0 years were the remaining amortization periods at January 1, 2023 and 2022, respectively).
In September 2020, the Company announced changes to its postretirement health care benefit plans for non-represented employees and retirees.
13 unchanged sentences
Measurement date December 31, 2022 December 31, 2021
−Removed: The weighted-average assumptions used to determine net periodic benefit (benefit) cost for the plans during each period were as follows:
+Added: The weighted-average assumptions used to determine net periodic postretirement benefit (credit) cost for the plans during each period were as follows:
Year Ended December 31,
1 unchanged sentence
Discount rate 2.84 % 2.55 % 3.40 %
−Removed: Expected long-term return on plan assets (pre-tax) 5.75 % 7.00 % 5.00 %
+Added: Expected long-term return on plan assets (pretax) 5.75 % 5.75 % 7.00 %
Measurement date December 31, 2021 December 31, 2020 December 31, 2019
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.
−Removed: The asset allocation of plan assets and long-term capital market expectations remain unchanged from December 31, 2020 therefore the Company’s expected pre-tax rate of return on plan assets will remain at 5.75 % for 2022.
+Added: The asset allocation of plan assets and long-term capital market expectations remain unchanged from December 31, 2021, therefore the Company’s expected pretax rate of return on plan assets will remain at 5.75 % for 2023.
The accumulated postretirement benefit obligation exceeded plan assets for all plans as of December 31, 2022 and 2021.
10 unchanged sentences
Year that the rate reaches the ultimate trend rate 2032 2027
−Removed: The Company has established two Voluntary Employees Beneficiary Association (VEBA) trusts to pre-fund a portion of benefits for non-represented and represented retirees.
+Added: The Company maintains a Voluntary Employees’ Beneficiary Association (VEBA) trust to pre-fund a portion of benefits for non-represented retirees.
Assets of the Peabody Investments Corp.
2 unchanged sentences
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.
−Removed: In 2021 the Peabody Holding Company LLC Represented Retiree VEBA Trust (the Represented Trust) was terminated.
−Removed: At December 31, 2020 assets of the Represented Trust were invested in cash funds.
+Added: 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.
+Added: 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.
Peabody Energy Corporation 2022 Form 10-K
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: 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.
−Removed: 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.
equity securities.
1 unchanged sentence
equity securities for growth and diversification.
−Removed: Investment vehicles include various domestic large-cap publicly traded common stocks and mutual funds.
+Added: Investment vehicles include various domestic large-cap publicly traded common stocks.
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.
−Removed: 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.
International equity securities.
The Non-Represented Trust invests in international equity securities for growth and diversification.
−Removed: Investment vehicles include various international publicly traded common stocks, exchange traded funds and mutual funds.
−Removed: 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.
−Removed: 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.
+Added: Investment vehicles include mutual funds.
+Added: 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.
Corporate bonds .
13 unchanged sentences
government securities are classified within the Level 2 valuation hierarchy.
−Removed: The Non-Represented and Represented Trusts invest in cash funds to manage liquidity resulting from payment of participant benefits and certain administrative fees.
−Removed: The investments consist of non-interest bearing cash funds and U.S.
+Added: The Non-Represented Trust invests in cash funds to manage liquidity resulting from payment of participant benefits and certain administrative fees.
+Added: The investment consists of non-interest bearing cash funds and U.S.
government money market fund which are classified within the Level 1 valuation hierarchy.
2 unchanged sentences
The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.
−Removed: The following tables present the fair value of assets in the Non-Represented and Represented Trusts by asset category and by fair value hierarchy:
+Added: The following tables present the fair value of assets in the Non-Represented Trust by asset category and by fair value hierarchy:
December 31, 2022
20 unchanged sentences
Contributions
−Removed: Annual contributions to the Non-Represented and Represented Trusts are discretionary.
−Removed: During the year ended December 31, 2021, the Company made no contributions to either trust.
+Added: Annual contributions to the Non-Represented Trust are discretionary.
+Added: During the year ended December 31, 2022, the Company made no contributions to the trust.
Estimated Future Benefit Payments
12 unchanged sentences
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.
−Removed: As a result, the Company recorded a settlement gain of $ 2.7 million during the year ended December 31, 2020, which was reflected in “Net periodic benefit (credit) costs, excluding service cost” on the consolidated statement of operations.
+Added: As a result, the Company recorded a settlement gain of $ 2.7 million during the year ended December 31, 2020, which was reflected in “Net periodic benefit credit, excluding service cost” on the consolidated statement of operations.
Peabody Energy Corporation 2022 Form 10-K
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Net periodic pension cost (benefit) included the following components:
+Added: In March 2022, PIC entered into a commitment agreement relating to the Peabody Plan with The Prudential Insurance Company of America (Prudential) and Fiduciary Counselors Inc., as independent fiduciary to the Peabody Plan.
+Added: Under the commitment agreement, the Peabody Plan purchased a buy-in group annuity contract (GAC) from Prudential for approximately $ 500 million and Prudential will reimburse the Peabody Plan for benefit payments to be made to the Peabody Plan’s participants.
+Added: The benefit obligation was not transferred to Prudential and the Peabody Plan continues to administer and pay the retirement benefits of Peabody Plan participants and is reimbursed by Prudential for the payment of all benefits covered by the GAC.
+Added: The purchase of the GAC was funded directly by the Peabody Plan’s assets.
+Added: There was no impact on the monthly retirement benefits paid to Peabody Plan participants and no material impact on contributions for the Peabody Plan in 2022 as a result of this transaction.
+Added: As of December 31, 2022 the benefit obligation attributed to the Peabody Plan’s participants covered by the GAC is equal to the GAC value.
+Added: In May 2022, the Board of Directors of PIC approved the termination of the Peabody Plan effective July 31, 2022.
+Added: In June 2022, the Peabody Plan’s participants were notified of the Peabody Plan termination and the Peabody Plan filed an application with the Internal Revenue Service to request a determination as to the qualified status under §401(a) of the Internal Revenue Code of 1986 with respect to the amendment and termination of the Peabody Plan.
+Added: As part of the plan termination process, benefits will be distributed to participants or transferred to an insurance company.
+Added: Anticipated asset distribution, via voluntary lump sum payouts for active and deferred participants, is expected in the first half of 2023, following which participants not electing a lump sum and all participants in payment status will be transferred to a highly qualified insurance company.
+Added: Net periodic pension cost (credit) included the following components:
Year Ended December 31,
6 unchanged sentences
Net actuarial loss (gain) 20.6 12.7 ( 25.6 )
−Removed: Net periodic pension cost (benefit) $ 10.4 $ ( 29.7 ) $ ( 12.5 )
+Added: Net periodic pension cost (credit) $ 18.3 $ 10.4 $ ( 29.7 )
+Added: The actuarial loss for all pension plans in 2022 was primarily due to actual returns on plan assets lower than expected returns for the year and the premium paid to Prudential to purchase the GAC, offset by the increase in the discount rate used to measure the benefit obligation.
The actuarial loss for all pension plans in 2021 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 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.
−Removed: 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.
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following summarizes the change in benefit obligation, change in plan assets and funded status of the Pension Plans:
5 unchanged sentences
Benefits paid ( 55.1 ) ( 55.9 )
−Removed: Actuarial (gain) loss ( 29.4 ) 43.4
−Removed: Settlement — ( 51.6 )
+Added: Actuarial gain ( 137.2 ) ( 29.4 )
Projected benefit obligation at end of period 580.9 751.7
3 unchanged sentences
Benefits paid ( 55.1 ) ( 55.9 )
−Removed: Settlement — ( 51.6 )
Fair value of plan assets at end of period 583.3 772.4
4 unchanged sentences
Net amount recognized $ 2.4 $ 20.7
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: 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:
1 unchanged sentence
Measurement date December 31, 2022 December 31, 2021
−Removed: The weighted-average assumptions used to determine net periodic pension cost benefit during each period were as follows:
+Added: The weighted-average assumptions used to determine net periodic pension cost (credit) during each period were as follows:
Year Ended December 31,
4 unchanged sentences
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.
−Removed: Effective January 1, 2022, the Company raised its expected rate of return on plan assets from 2.80 % to 3.20 % reflecting the impact of the Company’s asset allocation and capital market expectations.
+Added: Effective January 1, 2023, the Company raised its expected rate of return on plan assets from 3.20 % to 4.90 % and 4.65 % for the Peabody Plan and Western Plan;
+Added: respectively, reflecting the impact of the Plans’ asset allocations and capital market expectations.
As of December 31, 2022 and 2021, the accumulated benefit obligation for all plans was $ 580.9 million and $ 751.7 million, respectively, which was equal to the projected benefit obligation for those periods.
1 unchanged sentence
The projected benefit obligation and accumulated benefit obligation for the Western Plan as of December 31, 2022 and 2021, was $ 126.1 million and $ 168.6 million, respectively, which exceeded the plan assets of $ 118.6 million and $ 160.8 million, respectively, for those periods.
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Assets of the Pension Plans
12 unchanged sentences
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.
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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.
25 unchanged sentences
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.
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Master Trust invests in cash funds to manage liquidity resulting from payment of participant benefits and certain administrative fees.
2 unchanged sentences
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.
+Added: Group annuity contract.
+Added: The Master Trust invests in a buy-in GAC to provide a hedge to interest rate movements affecting liabilities.
+Added: The GAC consists of a nonparticipating single premium group annuity contract.
+Added: The initial value of the GAC was equal to the premium paid to secure the contract and is adjusted each reporting period to reflect the estimated fair value of the premium that would be paid for such a contract at that time.
+Added: Since there are no observable inputs associated with the valuation, the GAC is classified within the Level 3 valuation hierarchy.
Real estate interests .
14 unchanged sentences
The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following tables present the fair value of assets in the Master Trust by asset category and by fair value hierarchy:
7 unchanged sentences
Cash funds 9.8 — — 9.8
+Added: Group annuity contract — — 430.1 430.1
Real estate interests — — 0.3 0.3
3 unchanged sentences
Total plan assets $ 583.3
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2021
12 unchanged sentences
(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.
−Removed: 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.
+Added: The fair value amounts presented in the tables are intended to permit reconciliation of the fair value hierarchy to the total value of assets of the plans.
The table below sets forth a summary of changes in the fair value of the Master Trust’s Level 3 investments:
3 unchanged sentences
Balance, beginning of period $ 0.3 $ 1.2 $ 4.1
−Removed: Realized gains (losses) 0.9 1.6 ( 1.0 )
−Removed: Unrealized (losses) gains relating to investments still held at the reporting date ( 0.6 ) ( 2.1 ) 1.4
+Added: Realized gains 0.1 0.9 1.6
+Added: Unrealized losses relating to investments still held at the reporting date ( 68.8 ) ( 0.6 ) ( 2.1 )
Purchases, sales and settlements, net 498.8 ( 1.2 ) ( 2.4 )
Balance, end of period $ 430.4 $ 0.3 $ 1.2
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Contributions
8 unchanged sentences
Years 2028-2032*
+Added: *Estimated future benefit payments reflect Western Plan only as a result of Peabody Plan termination.
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Defined Contribution Plans
6 unchanged sentences
Discretionary contribution features in the plans allow for additional contributions from the Company.
−Removed: There were no discretionary contributions granted for the years ended December 31, 2021, 2020 and 2019.
+Added: The Company granted discretionary contributions of $ 9.2 million during the year ended December 31, 2022.
+Added: There were no discretionary contributions granted during the years ended December 31, 2021 and 2020.
+Added: Discretionary contributions paid during the year ended December 31, 2022 were $ 4.0 million.
There were no discretionary contributions paid during the years ended December 31, 2021 and 2020.
−Removed: A discretionary contribution of $ 8.9 million was paid during the year ended December 31, 2019.
Superannuation
2 unchanged sentences
A performance contribution feature allows for additional discretionary contributions from the Company.
−Removed: There was no performance contribution granted for the years ended December 31, 2021, 2020 and 2019.
+Added: The Company granted discretionary performance contributions of $ 1.6 million during the year ended December 31, 2022.
+Added: There were no discretionary performance contribution granted for the years ended December 31, 2021 and 2020.
There were no discretionary performance contributions paid during the years ended December 31, 2022, 2021 and 2020.
−Removed: A prior performance contribution of approximately $ 3 million was paid during the year ended December 31, 2019.
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(15) Stockholders’ Equity
16 unchanged sentences
Shares outstanding at the end of the period 143.9 133.3 97.8
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Preferred Stock
12 unchanged sentences
The Repurchase Program does not have an expiration date and may be discontinued at any time.
−Removed: Through December 31, 2021, 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;
−Removed: 21.1 million shares for $ 834.7 million during the year ended December 31, 2018;
−Removed: 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.
+Added: Through December 31, 2022, the Company repurchased 41.5 million shares of its Common Stock for $ 1,340.3 million, which included commissions paid of $ 0.8 million.
As of December 31, 2022, there was $ 160.5 million available for repurchase under the Repurchase Program.
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Share repurchases were suspended by the Company during 2019, and as further described in Note 20.
“Financial Instruments, Guarantees With Off-Balance-Sheet Risk and Other Guarantees,” during the fourth quarter of 2020, the Company entered into a transaction support agreement with its surety bond providers which prohibits the repurchase of shares through the earlier of December 31, 2025, or the maturity of the Credit Agreement (currently March 31, 2025), unless otherwise agreed to by the parties to the agreements.
−Removed: 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.
+Added: Additionally, restrictive covenants in the Company’s credit facility also limit the Company’s ability to repurchase shares.
Prior to the suspension, repurchases were made at the Company’s discretion.
2 unchanged sentences
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.
−Removed: The number of shares of Common Stock relinquished was 0.3 million for the year ended December 31, 2021 and 0.4 million for both the years ended December 31, 2020 and 2019.
+Added: The number of shares of Common Stock relinquished was 0.2 million, 0.3 million and 0.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.
The value of the Common Stock tendered by employees was based upon the closing price on the dates of the respective transactions.
3 unchanged sentences
As of December 31, 2022, there are approximately 6.9 million shares of the Company’s Common Stock available for grant.
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Share-Based Compensation Expense and Cash Flows
15 unchanged sentences
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.
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Restricted Stock Units
4 unchanged sentences
The payouts for active grants awarded during the years ended December 31, 2022, 2021 and 2020 will be settled in the Company’s Common Stock.
+Added: Awards granted to certain senior management employees during the year ended December 31, 2022 contain a performance feature in which the award can be increased by up to 100 % based on Adjusted EBITDA results over a two-year period.
+Added: The incremental shares, which can be increased by up to 245,371 shares as of December 31, 2022 if the performance condition is satisfied, are not included in the table below.
A summary of restricted stock unit activity is as follows:
6 unchanged sentences
The total fair value at grant date of restricted stock units granted during the years ended December 31, 2022, 2021 and 2020 was $ 3.9 million, $ 3.1 million and $ 16.6 million, respectively.
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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.
−Removed: As of December 31, 2021, there were approximately 7,000 nonvested DEUs.
+Added: As of December 31, 2022, there were no nonvested DEUs.
The total fair value of restricted stock units and DEUs vested was $ 6.8 million, $ 3.3 million and $ 5.6 million during the years ended December 31, 2022, 2021 and 2020, respectively.
7 unchanged sentences
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).
−Removed: There were no performance units granted during the year ended December 31, 2021.
−Removed: Awards granted during the years ended December 31, 2020 and 2019 will be settled in the Company's Common Stock.
+Added: The performance units can be increased by up to a maximum of 100 % of the award granted.
+Added: There were no performance units granted during the years ended December 31, 2022 or 2021.
+Added: Awards granted during the year ended December 31, 2020 will be settled in the Company's Common Stock.
A summary of performance unit activity is as follows:
5 unchanged sentences
Nonvested at December 31, 2022 450,021 —
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
As of December 31, 2022, there were 120,289 performance units and DEU’s vested that had an aggregate intrinsic value of $ 2.1 million and a conversion price per share of $ 17.43 .
1 unchanged sentence
DEUs vest subject to the same vesting requirements as the underlying performance unit award.
−Removed: As of December 31, 2021, there were approximately 17,000 nonvested DEUs.
+Added: As of December 31, 2022, there were no nonvested DEUs.
In March 2021 the Company entered into a transition agreement with its former chief executive officer which resulted in a modification to performance units granted.
1 unchanged sentence
As a result of this modification, the Company avoided additional compensation expense of approximately $ 2.5 million for the year ended December 31, 2021.
−Removed: 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.
−Removed: The market condition awards were valued utilizing a Monte Carlo simulation model which incorporates the total stockholder return hurdles set for each grant.
−Removed: The assumptions used in the valuations for grants were as follows:
−Removed: Year Ended December 31,
−Removed: Risk-free interest rate — % 1.45 %
−Removed: Expected volatility — % 49.34 %
−Removed: Dividend yield — % — %
−Removed: (18) Accumulated Other Comprehensive Income
−Removed: The following table sets forth the after-tax components of accumulated other comprehensive income and changes thereto:
−Removed: Adjustment Prior Service
−Removed: Credit Associated
−Removed: Postretirement
−Removed: Comprehensive
−Removed: (Dollars in millions)
−Removed: December 31, 2018 $ ( 4.5 ) $ 44.6 $ 40.1
−Removed: Reclassification from other comprehensive income to earnings — ( 8.7 ) ( 8.7 )
−Removed: Current period change 0.2 — 0.2
−Removed: December 31, 2019 ( 4.3 ) 35.9 31.6
−Removed: Reclassification from other comprehensive income to earnings — ( 17.3 ) ( 17.3 )
−Removed: Current period change 6.1 185.4 191.5
−Removed: December 31, 2020 1.8 204.0 205.8
−Removed: Reclassification from other comprehensive income to earnings — ( 46.4 ) ( 46.4 )
−Removed: Current period change ( 1.0 ) 139.5 138.5
−Removed: December 31, 2021 $ 0.8 $ 297.1 $ 297.9
−Removed: Postretirement health care and life insurance benefits reclassified from “Accumulated other comprehensive income” to earnings of $ 46.4 million, $ 17.3 million and $ 8.7 million during the years ended December 31, 2021, 2020 and 2019, respectively, are included in “Net periodic benefit (credit) costs, excluding service cost” in the accompanying consolidated statements of operations.
−Removed: Comprehensive income (loss) differed from net income (loss) by the amount of the change in prior service credit associated with postretirement plans (see Note 14.
−Removed: “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.
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(17) Other Events
−Removed: Restructuring Charges
−Removed: From time to time, the Company initiates restructuring activities to appropriately align its cost structure or optimize coal production relative to prevailing market conditions.
−Removed: Costs associated with restructuring actions can include the impact of early mine closures, voluntary and involuntary workforce reductions, office closures and other related activities.
−Removed: Costs associated with restructuring activities amounted to $ 8.3 million, $ 37.9 million, and $ 24.3 million during the years ended December 31, 2021, 2020 and 2019, respectively, and are included as “Restructuring charges” in the Company's consolidated statements of operations.
−Removed: Such costs were primarily associated with voluntary and involuntary workforce reductions.
Divestitures and Other Transactions
1 unchanged sentence
The Millennium Mine was sold for minimal cash consideration and the assumption of the majority of the mine’s reclamation liabilities.
−Removed: The Company will remain responsible for $ 9.4 million of reclamation liabilities and retains certain royalty rights on future sales.
−Removed: The Company recorded a gain of $ 26.1 million in connection with the sale, and will recognize royalty revenue when it is deemed collectible.
−Removed: The gain is included within “Net gain on disposals” in the accompanying consolidated statements of operations.
+Added: At December 31, 2022, the Company remains responsible for $ 5.7 million of reclamation liabilities.
+Added: The Company recorded a gain of $ 26.1 million in connection with the sale, which is included within “Net gain on disposals” in the accompanying consolidated statements of operations for the year ended December 31, 2021.
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Wilkie Creek Mine was sold for minimal cash consideration and full assumption of the mine’s reclamation liabilities.
−Removed: The Company retains certain royalty rights on future sales.
−Removed: The Company recorded a gain of $ 24.6 million in connection with the sale, and will recognize royalty revenue when it is deemed collectible.
−Removed: The gain is included within “Income (loss) from discontinued operations, net of income taxes” in the accompanying consolidated statements of operations.
+Added: The Company recorded a gain of $ 24.6 million in connection with the sale, which is included within “Income (loss) from discontinued operations, net of income taxes” in the accompanying consolidated statements of operations for the year ended December 31, 2021.
United Wambo Joint Venture with Glencore
3 unchanged sentences
At that date, the parties contributed mining equipment and other assets, and certain additional construction and development activities are ongoing.
−Removed: During the years ended December 31, 2021 and 2020, the Company contributed approximately $ 59 million and $ 72 million, respectively, towards construction and development, which is reflected as “Additions to property, plant, equipment and mine development” in the accompanying consolidated statements of cash flows.
+Added: During the years ended December 31, 2022, 2021 and 2020, the Company contributed approximately $ 17 million, $ 59 million and $ 72 million, respectively, towards construction and development, which is reflected as “Additions to property, plant, equipment and mine development” in the accompanying consolidated statements of cash flows.
Glencore is responsible for managing the mining operations of the joint venture.
−Removed: 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.
−Removed: North Goonyella
−Removed: The Company’s North Goonyella Mine in Queensland, Australia experienced a fire in 2018 which resulted in the suspension of mining operations.
−Removed: 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.
−Removed: During 2019, the Company collected a $ 125 million insurance recovery under a property damage and business interruption policy.
−Removed: The Company has incurred containment and idling costs subsequent to the mine’s suspension which amounted to $ 13.0 million, $ 32.3 million and $ 111.5 million during the years ended December 31, 2021, 2020 and 2019, respectively.
−Removed: The Company is currently evaluating various alternatives regarding the future utility of the mine.
−Removed: 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 $ 0.3 billion, which is included in the at-risk value described in Note 3.
−Removed: “Asset Impairment.” Incremental exposures above the aforementioned include take-or-pay obligations and other costs associated with idling or closing the mine.
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(18) Earnings per Share (EPS)
1 unchanged sentence
Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding.
−Removed: As such, the Company includes the share-based compensation awards in its potentially dilutive securities.
−Removed: 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.
+Added: As such, the Company includes the 2028 Convertible Notes and share-based compensation awards in its potentially dilutive securities.
+Added: Generally, 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.
For all but performance units, the potentially dilutive impact of the Company’s share-based compensation awards is determined using the treasury stock method.
4 unchanged sentences
“Share-Based Compensation.”
−Removed: The computation of diluted EPS excluded aggregate share-based compensation awards of less than 0.1 million for the year ended December 31, 2021, and approximately 2.2 million and 1.9 million for the years ended December 31, 2020 and 2019, respectively, because to do so would have been anti-dilutive for those periods.
+Added: A conversion of the 2028 Convertible Notes may result in payment in the Company’s common stock.
+Added: For diluted EPS purposes, the potentially dilutive common stock is assumed to have been converted at the beginning of the period (or at the time of issuance, if later).
+Added: In periods where the potentially dilutive common stock is included in the computation of diluted EPS, the numerator will be adjusted to add back tax adjusted interest expense related to the convertible debt.
+Added: The computation of diluted EPS excluded aggregate share-based compensation awards of less than 0.1 million for both the years ended December 31, 2022 and 2021, and approximately 2.2 million for the year ended December 31, 2020, 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.
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following illustrates the earnings allocation method utilized in the calculation of basic and diluted EPS:
2 unchanged sentences
(In millions, except per share data)
−Removed: EPS numerator:
+Added: Basic EPS numerator:
Income (loss) from continuing operations, net of income taxes $ 1,317.4 $ 347.4 $ ( 1,859.8 )
3 unchanged sentences
Net income (loss) attributable to common stockholders $ 1,297.1 $ 360.1 $ ( 1,870.3 )
+Added: Diluted EPS numerator:
+Added: Income (loss) from continuing operations, net of income taxes $ 1,317.4 $ 347.4 $ ( 1,859.8 )
+Added: Tax adjusted interest expense related to 2028 Convertible Notes 8.7 — —
+Added: Net income (loss) attributable to noncontrolling interests 22.0 11.3 ( 3.5 )
+Added: Income (loss) from continuing operations attributable to common stockholders 1,304.1 336.1 ( 1,856.3 )
+Added: Income (loss) from discontinued operations, net of income taxes 1.7 24.0 ( 14.0 )
+Added: Net income (loss) attributable to common stockholders $ 1,305.8 $ 360.1 $ ( 1,870.3 )
EPS denominator:
Weighted average shares outstanding — basic 142.1 111.1 97.7
−Removed: Impact of dilutive securities 0.9 — —
+Added: Dilutive impact of share-based compensation awards 1.6 0.9 —
+Added: Dilutive impact of 2028 Convertible Notes 13.5 — —
Weighted average shares outstanding — diluted 157.2 112.0 97.7
7 unchanged sentences
Net income (loss) attributable to common stockholders $ 8.31 $ 3.22 $ ( 19.14 )
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(19) Management — Labor Relations
2 unchanged sentences
Approximately 34 % of those hourly employees were represented by organized labor unions and were employed by mines that generated 16 % of the Company’s 2022 coal production from continuing operations.
−Removed: In the U.S., one mine is represented by an organized labor union.
+Added: In the U.S., the hourly employees of one active mine and one inactive mine are 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 (CFMMEU) generally represents the Company’s Australian subsidiaries’ hourly production and engineering employees, including those employed through contract mining relationships.
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table presents the Company’s active and inactive mining operations as of December 31, 2022 in which the employees are represented by organized labor unions:
3 unchanged sentences
Wilpinjong 465 CFMMEU June 2024
−Removed: Coppabella (1)
−Removed: 280 CFMMEU June 2021
+Added: Coppabella 330 CFMMEU February 2026
225 N/A June 2023
4 unchanged sentences
Underground employees 120 CFMMEU November 2025
−Removed: Handling and preparation plant employees (1)
−Removed: 20 CFMMEU December 2021
−Removed: (1) The Company and the CFMMEU are currently negotiating a new labor agreement.
+Added: Handling and preparation plant employees 20 CFMMEU August 2025
(1) Employees of the Moorvale Mine operate on individual contracts under a direct engagement model.
1 unchanged sentence
According to a memorandum of understanding between the Company and employees, individual contracts may be renegotiated in June 2023.
−Removed: Employees of the North Goonyella Mine operated under a labor agreement which expired in December 2018.
−Removed: Due to the idling of the mine, as further described in Note 19.
−Removed: “Other Events,” hourly employees were terminated and there are no employees employed under the agreement.
−Removed: Peabody applied to the Fair Work Commission in December 2021 to terminate the labor agreement.
+Added: (2) The Company, employees and the CFMMEU are currently negotiating a new labor agreement.
(20) Financial Instruments, Guarantees With Off-Balance-Sheet Risk and Other Guarantees
4 unchanged sentences
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.
−Removed: In November 2020, the Company entered into a Surety Agreement with the providers of its surety bond portfolio (Participating Sureties) to resolve previous collateral demands made by the Participating Sureties.
−Removed: In accordance with the Surety Agreement, the Company initially provided $ 75.0 million of collateral, in the form of letters of credit.
+Added: In November 2020, the Company entered into an agreement with the providers of its surety bond portfolio to resolve previous collateral demands.
+Added: In accordance with the agreement, the Company initially provided $ 75.0 million of collateral, in the form of letters of credit.
+Added: Upon completion of the 2021 debt restructuring transactions described in Note 10.
+Added: “Long-term Debt”, other provisions of the agreement became effective.
+Added: In particular, the Company granted second liens on $ 200.0 million of certain mining equipment and is further required to post an additional $ 25.0 million of collateral per year from 2021 through 2024 for the benefit of the surety providers.
+Added: The collateral postings 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 cumulative asset sales in excess of $ 10.0 million, as of the last quarter end during the term of the agreement.
+Added: Based upon the Company’s free cash flow since entering into the surety agreement, additional collateral of $ 102.4 million was posted during the year ended December 31, 2022 and $ 74.4 million was posted in January 2023, in the form of cash-collateralized letters of credit.
+Added: Under the agreement, the relevant surety providers agreed to a standstill through December 31, 2025, during which time, the surety providers will not demand collateral incremental to that described above, draw on letters of credit posted for the benefit of themselves or cancel any existing surety bond.
+Added: The Company will not pay dividends or make share repurchases during the standstill period, unless otherwise agreed between parties.
Peabody Energy Corporation 2022 Form 10-K
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Upon completion of the Refinancing Transactions described in Note 11.
−Removed: “Long-term Debt”, other provisions of the Surety Agreement became effective.
−Removed: 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.
−Removed: The collateral postings 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 cumulative asset sales in excess of $ 10.0 million, as of the last quarter end during the term of the agreement.
−Removed: Based upon the Company’s free cash flow for the year ended December 31, 2021, additional collateral of $13.0 million was posted in January 2022 in the form of letters of credit.
−Removed: Per the Surety Agreement, the Participating Sureties have agreed to a standstill through the earlier of December 31, 2025, or the maturity of the Credit Agreement (currently March 31, 2025), 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 any existing surety bond.
−Removed: The Company will not pay dividends or make share repurchases during the standstill period, unless otherwise agreed between parties.
−Removed: In connection with the Refinancing Transactions, at the Settlement Date, all letters of credit issued under the Company’s former revolving credit facility were deemed issued under the Company LC Agreement in support of the same obligations.
−Removed: 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.
−Removed: 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
9 unchanged sentences
Funding capacity under the Securitization Program may also be utilized for letters of credit in support of other obligations.
−Removed: 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.
−Removed: P&L Receivables retains the ability to repurchase the receivables in certain circumstances.
−Removed: 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.
−Removed: 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.
+Added: Borrowings under the Securitization Program bear interest at BSBY plus 2.1 % per annum and remain outstanding throughout the term of the agreement, subject to the Company maintaining sufficient eligible receivables.
+Added: The Receivables Purchase Agreement was amended again in February 2023 to increase the available funding capacity to $ 225.0 million and adjust the relevant interest rate for borrowings to a secured overnight financing rate (SOFR).
At December 31, 2022, the Company had no outstanding borrowings and $ 168.0 million of letters of credit issued under the Securitization Program.
2 unchanged sentences
The Company was not required to post cash collateral under the Securitization Program at either December 31, 2022 or 2021.
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company incurred interest and fees associated with the Securitization Program of $ 3.8 million, $ 2.9 million and $ 2.6 million during the years ended December 31, 2022, 2021 and 2020, respectively, which have been recorded as “Interest expense” in the accompanying statements of operations.
Collateralized Letter of Credit Agreement
−Removed: In February 2022, the Company entered into a new agreement, which provides up to $250.0 million of capacity for irrevocable standby letters of credit in support of reclamation bonding.
+Added: In February 2022, the Company entered into a new agreement, which provides up to $ 250.0 million of capacity for irrevocable standby letters of credit, expected to primarily support reclamation bonding requirements.
The agreement requires the Company to provide cash collateral at a level of 103 % of the aggregate amount of letters of credit outstanding under the arrangement (limited to $ 5.0 million total excess collateralization.) Outstanding letters of credit bear a fixed fee in the amount of 0.75 % per annum.
−Removed: The Company receives a deposit rate of 0.25% per annum on the amount of cash collateral posted in support of letters of credit, with the rate subject to increases over time.
+Added: The Company receives a variable deposit rate on the amount of cash collateral posted in support of letters of credit.
The agreement has an initial expiration date of December 31, 2025.
−Removed: Cash Collateral Arrangements and Restricted Cash
−Removed: 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.
−Removed: The Company had no such cash collateral or restricted cash requirements as of December 31, 2021, 2020, and 2019.
+Added: At December 31, 2022, letters of credit of $ 103.3 million were outstanding under the agreement, which were collateralized by cash of $ 111.0 million , which includes interest earned on deposits.
+Added: Cash Collateral Arrangements
+Added: As of December 31, 2022, the Company had other collateral balances of $ 77.0 million posted, including $ 43.9 million related to reclamation, which are included with “Restricted cash and collateral arrangements” in the accompanying consolidated balance sheets.
+Added: Such collateral balances amounted to $ 23.8 million at December 31, 2021, including $ 15.0 million related to reclamation.
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company is the lessee under numerous equipment and property leases.
3 unchanged sentences
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.
−Removed: In this regard, the Company recorded a provision of $ 0.3 million during the year ended December 31, 2019, for the loss of leased equipment at the North Goonyella Mine as described in Note 19.
−Removed: “Other Events.”
Substantially all of the Company’s U.S.
3 unchanged sentences
Unconditional Purchase Obligations
−Removed: As of December 31, 2021, purchase commitments for capital expenditures were $ 32.9 million, all of which is obligated within the next four years, with $ 24.9 million obligated within the next 12 months.
+Added: As of December 31, 2022, purchase commitments for capital expenditures were $ 102.1 million, all of which is obligated within the next three years, with $ 94.1 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 20 years.
6 unchanged sentences
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.
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Litigation Relating to Continuing Operations
+Added: Litigation and Matters Relating to Continuing Operations
Securities Class Action.
2 unchanged sentences
District Court for the Southern District of New York (the Court) on behalf of a putative class of shareholders (Plaintiffs) who held Company stock between April 3, 2017 and October 28, 2019, 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).
−Removed: Plaintiffs allege that the 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 the events leading up to a fire at the 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.
−Removed: The Company believes the lawsuit lacks merit and intends to vigorously defend against the allegations.
+Added: Plaintiffs alleged that the 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 the events leading up to a fire at the 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.
On January 12, 2021, the Court appointed the Oregon Public Employees Retirement Fund as lead plaintiff.
4 unchanged sentences
The Plaintiffs’ opposition brief to the motion to dismiss was filed on July 22, 2021.
−Removed: The defendants filed their reply to Plaintiff’s opposition on August 23, 2021, completing briefing at this phase of the litigation.
+Added: The defendants filed their reply to Plaintiffs’ opposition on August 23, 2021, which completed briefing.
+Added: On March 7, 2022, the Court granted in part and denied in part the defendants’ motion to dismiss.
+Added: As a result of this decision, only Plaintiffs’ allegations relating to the Company’s September 25, 2018 statements remained in the case.
+Added: On May 13, 2022, the Court entered a Case Management and Scheduling Order.
+Added: On August 2, 2022, Peabody and Plaintiffs agreed to settle all claims brought on behalf of all persons who purchased or otherwise acquired the Company’s shares between April 3, 2017 and October 28, 2019 in exchange for $ 4.6 million, to be paid by Peabody’s insurers.
+Added: The parties further negotiated a definitive stipulation of settlement and related documents which do not contain any admission of liability, wrongdoing or responsibility by any of the parties and provide that the case be dismissed with prejudice, with mutual releases by all parties.
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: On October 13, 2022, the Court entered an Order of Preliminary Approval of the settlement agreement.
+Added: On February 7, 2023, the Court entered an order of final approval of the settlement agreement thereby fully resolving the litigation.
Derivative Actions.
15 unchanged sentences
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.
−Removed: In late March 2021, the parties filed a stipulation agreeing to consolidate and stay both derivative actions for judicial efficiency and cost until the Court rules on the motion to dismiss in the Securities Class Action.
−Removed: The Company also believes that the derivative actions lack merit and intends to vigorously defend against the allegations.
+Added: In late March 2021, the parties filed a stipulation agreeing to consolidate and stay both derivative actions for judicial efficiency and cost until the Court ruled on the motion to dismiss in the Securities Class Action.
+Added: In light of the settlement agreement in the Securities Class Action, on September 7, 2022, the Court entered Stipulation and Order of Voluntary Dismissal Without Prejudice Pursuant to Fed.
+Added: 419a)(1)(A)(ii) for the Phelps and Di Fusco matters;
+Added: effectively closing the shareholder derivative lawsuits.
+Added: Metropolitan Mine Stormwater Discharge.
+Added: Over the past two years, there has been significantly high rainfall in New South Wales, including unprecedented rain totals at the Metropolitan Mine site.
+Added: While stormwater collected at the mine site is managed through two sedimentation dams, at times the heavy rainfall has presented challenges with managing the significant volumes of stormwater, as the surface water management infrastructure has not had sufficient capacity.
+Added: As a result, on multiple occasions throughout 2021 and 2022 stormwater has been discharged from the mine site.
+Added: Metropolitan Collieries Pty Ltd (MCPL), a wholly-owned subsidiary of PEC, removed accumulated material from the sedimentation dams to restore full site stormwater capacity by December 31, 2022 and has identified and is implementing additional controls for the management of sediment moving forward.
+Added: Despite the measures undertaken by MCPL to manage and improve the situation, the Environment Protection Authority is currently undertaking an investigation in relation to the discharges of sediment laden water from the mine site and a review process of the Metropolitan Mine’s environmental protection license.
+Added: The Environment Protection Authority is investigating potential offenses against the environmental protection legislation arising from the discharges.
+Added: Puerto Rico Climate Change Lawsuit .
+Added: On November 22, 2022, the Municipalities of Puerto Rico filed a class action complaint for damages against several major energy fuel producers, including Peabody Energy.
+Added: This lawsuit represents the latest in a series of lawsuits that have been brought in both state and federal court around the United States, generally seeking to impose liability on the energy fuel producers for the effects allegedly caused by climate change.
+Added: Many of these lawsuits have been brought on behalf of governmental entities (counties, cities, and towns) by plaintiff law firms on a contingent fee arrangement.
+Added: The causes of action in the Puerto Rico lawsuit include public and private nuisance, liability for failure to warn, consumer fraud, antitrust and claims under the Racketeer Influenced and Corrupt Organizations Act.
+Added: As of February 17, 2023, the Company has not been properly served with a complaint in the matter styled:
+Added: The Municipalities of Puerto Rico v.
+Added: Exxon Mobil et al., Case No.
+Added: 3:22-cv-01550 (USDC D.P.R.).
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.
1 unchanged sentence
The Company reassesses the probability and estimability of contingent losses as new information becomes available.
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Claims, Litigation and Settlements Relating to Indemnities or Historical Operations
+Added: Patriot-Related Matters .
+Added: In 2012, Patriot filed voluntary petitions for relief under Chapter 11 of Title 11 of the U.S.
+Added: Code (the Bankruptcy Code).
+Added: In 2013, the Company entered into a definitive settlement agreement (2013 Agreement) with Patriot and the United Mine Workers of America, on behalf of itself, its represented Patriot employees and its represented Patriot retirees, to resolve all then-disputed issues related to Patriot’s bankruptcy.
+Added: In May 2015, Patriot again filed voluntary petitions for relief under the Bankruptcy Code in the U.S.
+Added: District Court for the Eastern District of Virginia and subsequently initiated a process to sell substantially all of its assets to qualified bidders.
+Added: 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.
+Added: 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.
+Added: Upon spin-off, Patriot indemnified the Company against any claim relating to these liabilities, which amounted to approximately $ 150 million at that time.
+Added: The indemnification included any claim made by the U.S.
+Added: 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.
+Added: The 2013 Agreement included Patriot’s affirmance of indemnities provided in the spin-off agreements, including the indemnity relating to such black lung liabilities;
+Added: however, Patriot rejected this indemnity in its May 2015 bankruptcy.
+Added: By statute, the Company had secondary liability for the black lung liabilities related to Patriot’s workers employed by former subsidiaries of the Company.
+Added: The Company’s accounting for the black lung liabilities related to Patriot is based on an interpretation of applicable statutes.
+Added: Management believes that inconsistencies exist among the applicable statutes, regulations promulgated under those statutes and the DOL’s interpretative guidance.
+Added: The Company has sought clarification from the DOL regarding these inconsistencies.
+Added: The amount of these liabilities could be reduced in the future.
+Added: 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.
+Added: The amount of the liability, which was determined on an actuarial basis based on the best information available to the Company, was $ 82.3 million and $ 87.2 million at December 31, 2022 and 2021, respectively.
+Added: The liability, which is classified as discontinued operations, is included in the Company’s consolidated balance sheets within “Accounts payable and accrued expenses” and “Other noncurrent liabilities.” In connection with the actuarial valuation, the Company recorded mark-to-market adjustments of $ 2.7 million to decrease the liability during the year ended December 31, 2022, $ 2.1 million to decrease the liability during the year ended December 31, 2021 and $ 4.2 million to increase the liability during the year ended December 31, 2020.
+Added: 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.
+Added: 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.
+Added: 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.
(22) Segment and Geographic Information
2 unchanged sentences
Thermal Mining and Corporate and Other.
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: 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.
−Removed: 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.
+Added: Generally, revenue 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.
7 unchanged sentences
The metallurgical coal qualities include hard coking coal, semi-hard coking coal, semi-soft coking coal and pulverized coal injection coal.
−Removed: The principal business of the Company’s thermal mining segments in the U.S.
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: The principal business of the Company’s thermal operating segments in the U.S.
is the mining, preparation and sale of thermal coal, sold primarily to electric utilities in the U.S.
3 unchanged sentences
The Company’s Other U.S.
−Removed: Thermal Mining operations historically reflect the aggregation of its Illinois, Indiana, New Mexico, Colorado and Arizona mining operations.
+Added: Thermal Mining operations reflect the aggregation of its Illinois, Indiana, New Mexico and Colorado 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).
2 unchanged sentences
The Company’s Corporate and Other segment includes selling and administrative expenses, results from equity affiliates, corporate hedging activities, trading and brokerage activities, minimum charges on certain transportation-related contracts, the closure of inactive mining sites and certain commercial matters.
−Removed: The Company’s chief operating decision maker (CODM) uses Adjusted EBITDA as the primary metric to measure the segments’ operating performance.
+Added: The Company’s chief operating decision maker, defined as its Chief Executive Officer, uses Adjusted EBITDA as the primary metric to measure the segments’ operating performance and allocate resources.
Adjusted EBITDA is a non-GAAP financial measure defined as income (loss) from continuing operations before deducting net interest expense, income taxes, asset retirement obligation expenses and depreciation, depletion and amortization.
Adjusted EBITDA is also adjusted for the discrete items that management excluded in analyzing the segments’ operating performance, as displayed in the reconciliation below.
−Removed: 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.
+Added: Management believes non-GAAP performance measures are used by investors to measure the Company’s operating performance.
Adjusted EBITDA is not intended to serve as an alternative to U.S.
5 unchanged sentences
(Dollars in millions)
−Removed: Revenues $ 934.0 $ 727.7 $ 971.2 $ 689.1 $ ( 3.7 ) $ 3,318.3
+Added: Revenue $ 1,345.6 $ 1,616.9 $ 1,065.5 $ 952.2 $ 1.7 $ 4,981.9
Adjusted EBITDA 647.6 781.7 68.2 242.4 104.8 1,844.7
2 unchanged sentences
Income from equity affiliates — — — — ( 131.2 ) ( 131.2 )
−Removed: Peabody Energy Corporation 2021 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Segment results for the year ended December 31, 2021 were as follows:
3 unchanged sentences
(Dollars in millions)
−Removed: Revenues $ 711.8 $ 486.5 $ 991.1 $ 707.3 $ ( 15.6 ) $ 2,881.1
+Added: Revenue $ 934.0 $ 727.7 $ 971.2 $ 689.1 $ ( 3.7 ) $ 3,318.3
Adjusted EBITDA 353.1 178.2 134.9 164.2 86.3 916.7
1 unchanged sentence
88.6 25.1 41.4 24.2 3.8 183.1
−Removed: Loss from equity affiliates — — — — 60.1 60.1
+Added: Income from equity affiliates — — — — ( 82.1 ) ( 82.1 )
Segment results for the year ended December 31, 2020 were as follows:
3 unchanged sentences
(Dollars in millions)
−Removed: Revenues $ 971.7 $ 1,033.1 $ 1,228.7 $ 1,309.4 $ 80.5 $ 4,623.4
+Added: Revenue $ 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
1 unchanged sentence
100.7 50.8 13.2 23.3 3.4 191.4
−Removed: Income from equity affiliates
−Removed: — — — — ( 3.4 ) ( 3.4 )
−Removed: 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.
+Added: Loss from equity affiliates — — — — 60.1 60.1
+Added: Peabody Energy Corporation 2022 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Asset details are reflected at the division level only for the Company’s operating 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.
39 unchanged sentences
Transaction costs related to joint ventures — — 23.1
−Removed: Gain on formation of United Wambo Joint Venture — — ( 48.1 )
Asset impairment 11.2 — 1,487.4
−Removed: Provision for North Goonyella equipment loss — — 83.2
−Removed: North Goonyella insurance recovery - equipment (1)
Changes in deferred tax asset valuation allowance and reserves and amortization of basis difference related to equity affiliates ( 2.3 ) ( 33.8 ) 30.9
Interest expense 140.3 183.4 139.8
−Removed: Net (gain) loss on early debt extinguishment ( 33.2 ) — 0.2
+Added: Net loss (gain) on early debt extinguishment 57.9 ( 33.2 ) —
Interest income ( 18.4 ) ( 6.5 ) ( 9.4 )
1 unchanged sentence
( 27.8 ) ( 43.4 ) ( 5.1 )
−Removed: Unrealized losses (gains) on derivative contracts related to forecasted sales 115.1 29.6 ( 42.2 )
+Added: Unrealized losses on derivative contracts related to forecasted sales 35.8 115.1 29.6
Unrealized losses (gains) on foreign currency option contracts 2.3 7.5 ( 7.1 )
Take-or-pay contract-based intangible recognition ( 2.8 ) ( 4.3 ) ( 8.2 )
−Removed: Income tax provision 22.8 8.0 46.0
+Added: Income tax (benefit) provision ( 38.8 ) 22.8 8.0
Total Adjusted EBITDA $ 1,844.7 $ 916.7 $ 258.8
−Removed: (1) As described in Note 19.
−Removed: “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.
−Removed: 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.
−Removed: 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.
−Removed: The following table presents revenues as a percent of total revenue from external customers by geographic region:
+Added: The following table presents revenue as a percent of total revenue from external customers by geographic region:
Year Ended December 31,
1 unchanged sentence
36.6 % 45.5 % 56.2 %
−Removed: Taiwan 14.4 % 7.7 % 6.0 %
Japan 19.4 % 14.2 % 13.3 %
+Added: Taiwan 9.3 % 14.4 % 7.7 %
Australia 8.5 % 7.7 % 6.9 %
India 2.9 % 5.4 % 2.6 %
−Removed: Indonesia 3.0 % 0.2 % 0.5 %
Vietnam 2.8 % 2.0 % 2.4 %
+Added: Brazil 2.8 % 0.9 % 0.1 %
South Korea 2.1 % 1.4 % 0.8 %
+Added: Indonesia 1.5 % 3.0 % 0.2 %
+Added: Belgium 1.3 % — % 0.3 %
+Added: Chile 1.1 % 0.3 % — %
+Added: France 1.1 % — % — %
China — % — % 3.8 %
8 unchanged sentences
Costs and Expenses Deductions (1)
−Removed: Other Balance
at End of Period
14 unchanged sentences
Reserve for materials and supplies 7.9 3.5 ( 1.0 ) — 10.4
−Removed: Allowance for credit losses 4.4 ( 4.4 ) — — —
Tax valuation allowances 2,068.4 373.2 — ( 154.3 ) (3) 2,287.3
(1) Reserves utilized, unless otherwise indicated.
−Removed: (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.
+Added: (2) Includes the impact of changes in the Australian dollar exchange rates.
+Added: (3) Includes the impact of a decrease in Australia NOLs due to a cancellation of intercompany debt.
Peabody Energy Corporation 2022 Form 10-K
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.