What changed in this filing

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Item 1A. Risk Factors

2024-02-23 compared with 2023-02-24 · 90 added, 63 removed, 367 unchanged (29% of the section changed)

122 unchanged sentences

and to satisfy other miscellaneous obligations.

The primary methods the Company uses to meet those obligations are to provide a third-party surety bond or a letter of credit.

As of December 31, 2022, the Company had $1,376.8 million of outstanding surety bonds and $569.6 million of letters of credit with third parties in order to provide required financial assurances for post-mining reclamation, workers’ compensation and other insurance obligations, coal lease-related and other obligations and performance guarantees, in addition to collateral for sureties.

Historically, the primary methods the Company has used to meet those obligations are to provide a third-party surety bond or a letter of credit.

In recent years, the Company has also utilized deposits with regulatory authorities or cash backed bank guarantees.

As of December 31, 2023, the Company had $1,139.9 million of outstanding surety bonds;

$276.7 million of deposits with regulatory authorities;

$275.1 million of letters of credit with third parties;

and $64.9 million of cash backed bank guarantees in order to provide required financial assurances for post-mining reclamation, workers’ compensation and other insurance obligations, coal lease-related and other obligations and performance guarantees, in addition to collateral for sureties.

Under the Company’s agreement with the providers of its surety portfolio, the Company has $444.0 million in cash held in trust accounts for the benefit of certain surety providers as of December 31, 2023.

The Company’s financial assurance obligations may increase or become more costly due to a number of factors, and surety bonds and letters of credit may not be available to the Company, particularly in light of some banks and insurance companies’ announced unwillingness to support thermal coal producers and other fossil fuel companies.

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

“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in November 2020, the Company entered into a surety transaction support agreement with the providers of its surety bond portfolio.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Company has a surety transaction support agreement with the providers of its surety bond portfolio.

The Company’s failure to provide adequate collateral, or abide by other terms in the agreement, could invalidate the agreement and materially and adversely affect its business and results of operations.

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Peabody Energy Corporation 2023 Form 10-K

If the assumptions underlying the Company’s asset retirement obligations for reclamation and mine closures are materially inaccurate, its costs could be significantly greater than anticipated.

The Company’s asset retirement obligations primarily consist of spending estimates for surface land reclamation and support facilities at both surface and underground mines in accordance with federal and state reclamation laws in the U.S.

and Australia as defined by each mining permit.

These obligations are determined for each mine using various estimates and assumptions including, among other items, estimates of disturbed acreage as determined from engineering data, estimates of future costs to reclaim the disturbed acreage and the timing of these cash flows, which is driven by the estimated economic life of the mine and the applicable reclamation laws.

These cash flows are discounted using a credit-adjusted, risk-free rate.

The Company’s management and engineers periodically review these estimates.

If its assumptions do not materialize as expected, actual cash expenditures and costs that the Company incurs could be materially different than currently estimated.

Moreover, regulatory changes could increase the Company’s obligation to perform reclamation, mine closing and post-closure activities.

The resulting estimated asset retirement obligation could change significantly if actual amounts change significantly from its assumptions, which could have a material adverse effect on its results of operations and financial condition.

The Company’s mining operations are extensively regulated, which imposes significant costs on it, and future regulations and developments could increase those costs or limit its ability to produce coal.

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New legislation, regulations or orders related to the environment or employee health and safety may be adopted and may materially adversely affect the Company’s mining operations, its cost structure or its customers’ ability to use coal.

New legislation or administrative regulations (or new interpretations by the relevant government of existing laws, regulations and approvals), including proposals related to the protection of the environment or the reduction of greenhouse gas emissions that would further regulate and tax the coal industry, may also require the Company or its customers to change operations significantly or incur increased costs.

New legislation or administrative regulations (or new interpretations by the relevant government of existing laws, regulations and approvals), including proposals related to the protection of the environment or the reduction of GHG emissions that would further regulate and tax the coal industry, may also require the Company or its customers to change operations significantly or incur increased costs.

Some of the Company’s coal supply agreements contain provisions that allow a purchaser to terminate its contract if legislation is passed that either restricts the use or type of coal permissible at the purchaser’s plant or results in specified increases in the cost of coal or its use.

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For additional information about the various regulations affecting the Company, see the sections entitled “Regulatory Matters —U.S.” and “Regulatory Matters — Australia.”

Peabody Energy Corporation 2023 Form 10-K

The Company’s operations may impact the environment or cause exposure to hazardous substances, and its properties may have environmental contamination, which could result in material liabilities to the Company.

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Liability under RCRA, CERCLA and similar state statutes is without regard to fault, and typically is joint and several, meaning that a person may be held responsible for more than its share, or even all, of the liability involved.

Peabody Energy Corporation 2022 Form 10-K

The Company may be unable to obtain, renew or maintain permits necessary for its operations, or the Company may be unable to obtain, renew or maintain such permits without conditions on the manner in which it runs its operations, which would reduce its production, cash flows and profitability.

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Numerous reports, including the Fourth and the Fifth Assessment Report of the Intergovernmental Panel on Climate Change, have also engendered concern about the impacts of human activity, especially fossil fuel combustion, on global climate issues.

In turn, increasing government attention is being paid to global climate issues and to emissions of greenhouse gases, including emissions of carbon dioxide from coal combustion by power plants.

In turn, increasing government attention is being paid to global climate issues and to emissions of GHGs, including emissions of CO 2 from coal combustion by power plants.

The enactment of future laws or the passage of regulations regarding emissions from the use of coal by the U.S., some of its states or other countries, or other actions to limit such emissions, could result in electricity generators switching from coal to other fuel sources.

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Several countries, including major coal users such as China, India and Japan, included using higher-efficiency coal-fueled power plants in their plans under the Paris Agreement.

Peabody Energy Corporation 2023 Form 10-K

From time to time, the Company’s Board of Directors and management attempt to analyze the potential impact on the Company of as-yet-unadopted, potential laws, regulations and policies.

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Such analyses cannot be relied upon to reasonably predict the quantitative impact that future laws, regulations or other policies may have on the Company’s results of operations, financial condition or cash flows.

Peabody Energy Corporation 2022 Form 10-K

Numerous activist groups are devoting substantial resources to anti-coal activities to minimize or eliminate the use of coal as a source of electricity generation, domestically and internationally, thereby further reducing the demand and pricing for coal, and potentially materially and adversely impacting the Company’s future financial results, liquidity and growth prospects.

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The Company’s trading and hedging activities do not cover certain risks and may expose it to earnings volatility and other risks.

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

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

The Company is subject to coal price volatility, price volatility on diesel fuel utilized in its mining operations and foreign currency exchange rate risk associated with the Australian dollar.

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

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

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If the fair value of its hedge portfolio moves significantly, or if laws, regulations or exchange rules are passed requiring all hedge arrangements to be exchange-traded or exchange-cleared, the Company could be required to post additional margin, which could negatively impact its liquidity.

If the assumptions underlying the Company’s asset retirement obligations for reclamation and mine closures are materially inaccurate, its costs could be significantly greater than anticipated.

and Australia as defined by each mining permit.

These cash flows are discounted using a credit-adjusted, risk-free rate.

The Company’s management and engineers periodically review these estimates.

If its assumptions do not materialize as expected, actual cash expenditures and costs that the Company incurs could be materially different than currently estimated.

Moreover, regulatory changes could increase the Company’s obligation to perform reclamation, mine closing and post-closure activities.

The Company’s future success depends upon its ability to continue acquiring and developing coal reserves and resources that are economically recoverable.

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

Peabody Energy Corporation 2022 Form 10-K

The Company’s future success depends upon it conducting successful exploration and development activities or acquiring properties containing economically recoverable reserves and resources.

The Company’s current strategy includes increasing its reserves and resources through acquisitions of government and other leases and producing properties and continuing to use its existing properties and infrastructure.

In certain locations, leases for oil, natural gas and coalbed methane reserves are located on, or adjacent to, some of the Company’s reserves and resources, potentially creating conflicting interests between it and lessees of those interests.

The Company’s current strategy includes increasing its coal reserves and resources through acquisitions of government and other leases and producing properties and continuing to use its existing properties and infrastructure.

In certain locations, leases for oil, natural gas and coalbed methane reserves are located on, or adjacent to, some of the Company’s coal reserves and resources, potentially creating conflicting interests between it and lessees of those interests.

Other lessees’ rights relating to these mineral interests could prevent, delay or increase the cost of developing the Company’s coal reserves and resources.

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As of December 31, 2023, the Company leased a total of 44,287 acres from the federal government subject to those limitations.

Peabody Energy Corporation 2023 Form 10-K

The Company’s planned mine development projects and acquisition activities may not result in significant additional reserves and resources, and it may not have success developing additional mines.

Most of its mining operations are conducted on properties owned or leased by the Company.

Its right to mine some of its reserves and resources may be materially adversely affected if defects in title or boundaries exist.

Its right to mine some of its coal reserves and resources may be materially adversely affected if defects in title or boundaries exist.

In order to conduct its mining operations on properties where these defects exist, the Company may incur unanticipated costs.

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The Company cannot predict whether it will continue to receive the permits or appropriate land access necessary for it to operate profitably in the future.

The Company may not be able to negotiate or secure new leases from the government or from private parties, obtain mining contracts for properties containing additional reserves and resources or maintain its leasehold interest in properties on which mining operations have not commenced or have not met minimum quantity or product royalty requirements.

The Company may not be able to negotiate or secure new leases from the government or from private parties, obtain mining contracts for properties containing additional coal reserves and resources or maintain its leasehold interest in properties on which mining operations have not commenced or have not met minimum quantity or product royalty requirements.

From time to time, the Company has experienced litigation with lessors of its coal properties and with royalty holders.

In addition, from time to time, its permit applications and federal and state coal leases have been challenged, causing production delays.

To the extent that the Company’s existing sources of liquidity are not sufficient to fund its planned mine development projects or reserve and resource acquisition activities, it may require access to capital markets, which may not be available to it or, if available, may not be available on satisfactory terms.

To the extent that the Company’s existing sources of liquidity are not sufficient to fund its planned mine development projects or coal reserve and resource acquisition activities, it may require access to capital markets, which may not be available to it or, if available, may not be available on satisfactory terms.

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

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

Peabody Energy Corporation 2022 Form 10-K

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

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

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

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

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

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

Peabody Energy Corporation 2023 Form 10-K

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

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

A decrease in the discount rate used to determine its postretirement benefit and defined benefit pension obligations could result in an increase in the valuation of these obligations, thereby increasing the cost in subsequent fiscal years.

A decrease in the discount rate used to determine its postretirement benefit obligations could result in an increase in the valuation of these obligations, thereby increasing the cost in subsequent fiscal years.

The Company has made assumptions related to future trends for medical care costs in the estimates of retiree health care obligations.

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If the Company’s mortality tables do not anticipate its population’s mortality experience as accurately as expected, actual cash expenditures and costs that the Company incurs could differ materially from its current estimates.

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

Inflation could result in higher costs and decreased profitability

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

High inflation could continue to result in higher costs and decreased profitability.

In recent years the Company has been adversely impacted by inflation, which has increased the cost of materials, labor, equipment, freight, fuel and other cost categories.

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

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

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

Peabody Energy Corporation 2022 Form 10-K

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

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

The Company’s operations are susceptible to widespread outbreaks of illness or other public health issues.

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

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

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

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

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

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

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

Peabody Energy Corporation 2023 Form 10-K

Pandemic or other widespread illnesses could result in governmental mandates requiring shutdowns of facilities for indefinite periods;

serious health issues and absenteeism within the workforce;

and disruptions to supply chain and distribution channels impacting both vendors and customers.

As a result, the Company could face increased costs or decreased sales.

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

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

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

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

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

These factors could have a material adverse effect on its business, financial condition, results of operations and prospects.

Peabody is exposed to risks associated with political or international conflicts.

Political or international conflicts can result in worldwide geopolitical and macroeconomic uncertainty, as has been the case with the ongoing conflict between Russia and Ukraine, the Israel-Hamas conflict and escalating tensions in the Middle East.

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

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and decreased business spending.

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

adverse changes in international trade policies and relations;

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

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

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

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

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

Peabody Energy Corporation 2022 Form 10-K

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

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

Peabody Energy Corporation 2023 Form 10-K

Risks Related to Peabody’s Capital Structure

The Company may be able to incur more debt, including secured debt, which could increase the risks associated with its indebtedness.

As of December 31, 2023, the Company had approximately $320.0 million of unsecured indebtedness outstanding, excluding finance leases and debt issuance costs.

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

“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as of January 2024 the Company has an additional $320.0 million in revolving commitments.

The Company may be able to incur additional indebtedness in the future, including secured debt.

Although covenants under agreements governing the Company’s other indebtedness, including its revolving credit facility and finance leases, limit the Company’s ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions.

In addition, the agreements governing the Company’s other indebtedness do not limit the Company from incurring obligations that do not constitute indebtedness as defined therein.

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

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

• increasing the cost of borrowing;

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

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

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

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

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

• causing a decline in the Company’s credit ratings;

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

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

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

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

The agreements governing the Company’s unsecured debt, revolving credit facility and surety bonding obligations contain certain restrictions and covenants, which are described below and which could adversely affect the Company’s ability to operate its business, as well as significantly affect its liquidity, and therefore could adversely affect its business, financial condition and results of operations.

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

• incur additional indebtedness;

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

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

Peabody Energy Corporation 2023 Form 10-K

The Company’s ability to comply with these restrictions or covenants may be affected by events beyond its control.

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

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

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

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

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

Peabody Energy Corporation 2022 Form 10-K

In addition, the lenders under the Company’s revolving credit facility could elect to require the cash collateralization of any outstanding letters of credit.

If the Company’s indebtedness is accelerated, the Company may not have sufficient cash flows and capital resources to repay such indebtedness or be able to restructure or refinance such indebtedness.

Even if the Company were able to restructure its indebtedness or obtain additional capital or new or replacement financing, it may not be on commercially reasonable terms or on terms that are acceptable to the Company.

In this regard, if the Company experiences a default under the terms of its unsecured debt, revolving credit facility or surety bonding obligations for any reason, its business, financial condition and results of operations could be materially and adversely affected.

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

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

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• limiting the Company’s flexibility in business development activities such as mergers, acquisitions and divestitures.

Peabody Energy Corporation 2023 Form 10-K

Risks Related to Ownership of Peabody’s Securities

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

• general economic conditions within the U.S.

and internationally, including inflationary pressures and changes in interest rates;

• general market conditions;

• actual or anticipated fluctuations in Peabody’s quarterly and annual results and those of other public companies in its industry;

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• lack of or excess of trading liquidity;

• the general volatility of securities markets.

• operational incidents;

• investor sentiment with respect to our policies or efforts on environmental, social or governance matters.

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

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

Peabody Energy Corporation 2022 Form 10-K

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

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

Peabody Energy Corporation 2023 Form 10-K

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

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

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

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

The payment of future cash dividends and future repurchases will depend upon these restrictions, as well as Peabody’s earnings, economic conditions, liquidity and capital requirements, and other factors, including its leverage and other financial ratios.

On April 17, 2023, the Company announced that its Board of Directors approved a shareholder return framework which includes share repurchases and cash dividends.

The Board also approved a share repurchase program authorizing repurchases of up to $1.0 billion of the Company’s common stock.

Under the share repurchase program authorized by the Board, the Company may purchase shares of common stock from time to time at the discretion of management through open market purchases, privately negotiated transactions, block trades, accelerated or other structured share repurchase programs, or other means.

The amount of any share repurchase transactions is subject to the Company’s annual Available Free Cash Flow (as defined in Part II, Item 7.

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

The manner, timing and pricing of any share repurchase transactions will be based on a variety of factors, includi ng market conditions, applicable legal requirements and alternative opportunities that the Company may have for the use or investment of capital.

The payment of future cash dividends and future repurchases will depend upon Peabody’s earnings, economic conditions, liquidity and capital requirements, and other factors, including its leverage and other financial ratios.

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

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

Peabody Energy Corporation 2022 Form 10-K

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

The Company may engage in acquisition or divestiture activity based on its set of investment criteria to produce outcomes that increase shareholder value or provide potential strategic benefits.

If the Company fails to accurately estimate the future results and value of an acquired or divested business or assets and the related risk associated with such a transaction, or are unable to successfully integrate the businesses or assets it acquires, its business, financial condition or results of operations could be negatively affected.

The Company has engaged in, and may continue to engage in acquisition or divestiture activity, such as its recent conditional acquisition of the southern part of Stanmore’s Ward Wells Tenements in Queensland’s Bowen Basin, based on its set of investment criteria to produce outcomes that increase shareholder value or provide potential strategic benefits.

If the Company fails to accurately estimate the future results and value of these assets or any other acquired or divested business or assets and the related risk associated with such a transaction, or are unable to successfully integrate the businesses or assets it acquires, its business, financial condition or results of operations could be negatively affected.

Moreover, any transactions the Company pursues could materially impact its liquidity and an acquisition could increase capital resource needs and may require it to incur indebtedness, seek equity capital or both.

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

Peabody Energy Corporation 2023 Form 10-K

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

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“Summary of Significant Accounting Policies” to the accompanying consolidated financial statements for a summary of the Company’s significant accounting policies.

Unresolved Staff Comments.

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

What changed 10-K

Item 1A. Risk Factors