14 unchanged sentences
There have been no changes in Peabody’s internal control over financial reporting that occurred during the three months ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
+Added: Peabody Energy Corporation 2023 Form 10-K
Management’s Report on Internal Control Over Financial Reporting
−Removed: Management is responsible for maintaining and establishing adequate internal control over financial reporting.
+Added: Management is responsible for establishing and maintaining adequate internal control over financial reporting.
An evaluation of the effectiveness of the design and operation of the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as of the end of the period covered by this report was performed under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer.
4 unchanged sentences
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, 2023.
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: 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.
+Added: Peabody’s independent registered public accounting firm, Ernst & Young LLP, has audited the consolidated financial statements included in this annual report and issued an attestation report on Peabody’s internal control over financial reporting, as included herein.
Grech /s/ Mark A.
8 unchanged sentences
In our opinion, Peabody Energy Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, 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, 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.
+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 the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, 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 23, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
19 unchanged sentences
Other Information.
+Added: Securities Trading Plans of Directors and Executive Officers
+Added: During the three months ended December 31, 2023, none of Peabody’s directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
8 unchanged sentences
The information required by Item 403 of Regulation S-K is included under the caption “Stock Ownership - Security Ownership of Directors and Management and Certain Beneficial Owners” in Peabody’s 2024 Proxy Statement and is incorporated herein by reference.
+Added: Peabody Energy Corporation 2023 Form 10-K
Equity Compensation Plan Information
20 unchanged sentences
“Share-Based Compensation” to the accompanying consolidated financial statements for additional information regarding the material features of Peabody’s current equity compensation plans.
−Removed: Peabody Energy Corporation 2022 Form 10-K
Certain Relationships and Related Transactions, and Director Independence.
8 unchanged sentences
Consolidated Statements of Operations — For the Years Ended December 31, 202 3 , 20 2 2 and 20 2 1
−Removed: Consolidated Statements of Comprehensive Income (Loss) — For the Years Ended December 31, 202 2 , 20 2 1 and 20 2 0
+Added: Consolidated Statements of Comprehensive Income — For the Years Ended December 31, 202 3 , 20 2 2 and 20 2 1
Consolidated Balance Sheets — December 31, 202 3 and 202 2
−Removed: Consolidated Statements of Cash Flows — For the Years Ended December 31, 2022, 2021 and 2020
+Added: Consolidated Statements of Cash Flows — For the Years Ended December 31, 202 3 , 20 2 2 a n d 2 0 2 1
Consolidated Statements of Changes in Stockholders’ Equity — For the Years Ended December 31, 202 3 , 202 2 and 202 1
Notes to Consolidated Financial Statements
+Added: Peabody Energy Corporation 2023 Form 10-K
(2) Financial Statement Schedules.
5 unchanged sentences
Description of Exhibit
−Removed: 2.1 Debtors’ Second Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code as revised March 15, 2017 (Incorporated by reference to Exhibit 2.2 of the Registrant’s Current Report on Form 8-K, filed March 20, 2017).
−Removed: 2.2 Order Confirming Debtors’ Second Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code on March 17, 2017 (Incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K, filed March 20, 2017).
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: 2.3 Asset Purchase Agreement, dated as of September 20, 2018, by and between Drummond Company, Inc.
−Removed: and Peabody Southeast Mining, LLC, and, for certain limited purposes, Peabody Energy Corporation (Incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K, filed September 24, 2018).
−Removed: 2.4 Implementation Agreement, dated as of June 18, 2019, between Peabody Energy Corporation and Arch Coal, Inc.
−Removed: (Incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K/A filed on June 19, 2019).
+Added: 2.1 Sale and Purchase Agreement dated as of October 26, 2023 by and between Stanmore SMC Pty Ltd, a wholly-owned subsidiary of Stanmore Resources Limited and Peabody (Bowen) Pty Ltd, a wholly-owned subsidiary of Peabody Energy Corporation (Incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K, filed October 27, 2023).
+Added: 2.2 Put and Call Option Deed between Stanmore SMC Pty Ltd and Peabody (Bowen) Pty Ltd.
+Added: (Incorporated by reference to Exhibit 2.2 of the Registrant’s Current Report on Form 8-K, filed October 27, 2023).
3.1 Fourth Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed April 3, 2017).
−Removed: 3.2 Amended and Restated By-Laws of the Registrant (Incorporated by reference to Exhibit 3.3 of the Registrant’s Current Report on Form 8-K filed April 3, 2017).
+Added: 3.2 Second Amended and Restated By-Laws of the Registrant (Incorporated by reference to Exhibit 3.
+Added: 1 of the Registrant’s Current Report on Form 8-K filed December 8, 2023).
4.1 Specimen of stock certificate representing the Registrant’s common stock, $.01 par value (Incorporated by reference to Exhibit 4.13 to Amendment No.
6 unchanged sentences
4.6 Fourth Supplemental Indenture, dated as of December 7, 2018, among the Registrant, Peabody Southeast Mining, LLC, and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.6 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018).
−Removed: 4.7 Description of Securities (Incorporated by reference to Exhibit 4.7 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019).
+Added: 4.7† Description of Securities
4.8 Indenture dated as of January 29, 2021, by and among the Co-Issuers, Wilmington Trust, National Association, as trustee, and the Company (on a limited basis, to the extent of its obligations specifically set forth therein) (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed on February 1, 2021).
2 unchanged sentences
4.11 Eighth Supplemental Indenture, dated as of January 29, 2021, by and among the Company and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K/A filed on February 1, 2021).
+Added: Peabody Energy Corporation 2023 Form 10-K
4.12 First Supplemental Indenture, dated as of February 3, 2021, by and among the Co-Issuers, Wilmington Trust, National Association, as trustee, and Peabody (on a limited basis, to the extent of its obligations specifically set forth therein) (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 5, 2021).
10 unchanged sentences
333-59073, filed July 14, 1998).
−Removed: Peabody Energy Corporation 2022 Form 10-K
10.4 Federal Coal Lease WYW3397:
29 unchanged sentences
10.20 Coal Supply Agreement, dated October 22, 2007, between Patriot Coal Sales LLC and COALSALES II, LLC (Incorporated by reference to Exhibit 10.6 of the Registrant’s Current Report on Form 8-K, filed October 25, 2007).
+Added: Peabody Energy Corporation 2023 Form 10-K
10.21 Settlement Agreement entered into as of October 24, 2013, by and among Patriot Coal Corporation, on behalf of itself and its affiliates, the Registrant, on behalf of itself and its affiliates, and the United Mine Workers of America, on behalf of itself and the UMWA Employees and UMWA Retirees (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed October 30, 2013).
6 unchanged sentences
(Incorporated by reference to Exhibit 10.32 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018).
−Removed: 10.26 Termination Agreement, dated as of October 5, 2020, between Peabody Energy Corporation and Arch Resources, Inc.
−Removed: (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed on October 6, 2020).
−Removed: Peabody Energy Corporation 2022 Form 10-K
10.26 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).
8 unchanged sentences
10.35 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).
+Added: Peabody Energy Corporation 2023 Form 10-K
10.36 Second Amendment to the Sixth Amended and Restated Receivables Purchase Agreement, dated as of December 13, 2017, by and among P&L Receivables Company, LLC, Peabody Energy Corporation, Regions Bank, and PNC Bank, National Association, as Administrator and as the sole Purchaser Agent, Committed Purchaser, LC Bank and LC Participant on the date thereof (Incorporated by reference to Exhibit 10.57 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017).
1 unchanged sentence
10.38 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).
−Removed: Peabody Energy Corporation 2022 Form 10-K
10.39 Amendment No.
15 unchanged sentences
10.47 Credit Agreement, dated as of January 29, 2021, among the Co-Issuers, as borrowers, Peabody Energy Corporation, as parent, JPMorgan Chase Bank, N.A., 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/A filed on February 1, 2021).
−Removed: 10.49 Credit Agreement, dated as of January 29, 2021, among the Registrant, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K/A filed on February 1, 2021).
10.48* 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).
3 unchanged sentences
10.51* Form of Restricted Stock Unit Agreement under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.7 of the Registrant’s Current Report on Form 8-K, filed April 3, 2017).
+Added: Peabody Energy Corporation 2023 Form 10-K
10.52* Form of Restrictive Covenant Agreement under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.8 of the Registrant’s Current Report on Form 8-K, filed April 3, 2017).
3 unchanged sentences
10.55 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).
−Removed: Peabody Energy Corporation 2022 Form 10-K
10.56* 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).
15 unchanged sentences
10.71* 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).
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: 10.72* † Form of 2024 Performance Unit Agreement (with cash) (ELT Level) under the Peabody Energy Corporation 2017 Incentive Plan.
+Added: 10.73* † Form of 2024 Restricted Stock Unit Agreement (ELT Level) under the Peabody Energy Corporation 2017 Incentive Plan.
+Added: 10.74* † Form of 2024 Service-Based Cash Award Agreement (ELT Level) under the Peabody Energy Corporation 2017 Incentive Plan.
10.75 Agreement, dated as of February 4, 2020, by and among Peabody Energy Corporation, Elliott Investment Management L.P., Elliott Associates, L.P.
3 unchanged sentences
and each of the Client Companies listed on the signature page thereto (Incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).
−Removed: 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).
−Removed: Peabody Energy Corporation 2022 Form 10-K
+Added: 10.77 Management Services Agreement, dated as of August 4, 2020, by and between Peabody Energy Australia Pty Ltd and each of the Client Companies listed on the signature page thereto (Incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).
10.78 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).
8 unchanged sentences
10.86 Amendment No.
−Removed: 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: 1 to Credit Agreement, dated as of March 7, 2022, among Peabody Energy Corporation, certain subsidiaries of Peabody Energy Corporation party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.85 of the Registrant’s Annual Report on Form 10-K, filed February 24, 2023).
10.87 Amendment No.
−Removed: 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: 2 to Credit Agreement, dated as of April 29, 2022, among Peabody Energy Corporation, certain subsidiaries of Peabody Energy Corporation party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.86 of the Registrant’s Annual Report on Form 10-K, filed February 24, 2023).
10.88 Amendment No.
1 unchanged sentence
10.89 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) .
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: 10.90 Amendment to Surety Transaction Support Agreement and Surety Term Sheet, dated as of April 14, 2023, by and among Peabody Energy Corporation, certain subsidiaries of Peabody Energy Corporation party thereto and the providers of its surety program (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed April 17, 2023).
+Added: 10.91* Peabody Investments Corp.
+Added: 2023 Supplemental Employee Retirement Account (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed August 3, 2023).
+Added: 10.92 Credit Agreement, dated as of January 18, 2024, among Peabody Energy Corporation, certain subsidiaries of Peabody Energy Corporation party thereto, PNC Bank, National Association, as administrative agent, and the lenders party thereto (Incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K file January 18, 2024).
21† List of Subsidiaries.
1 unchanged sentence
23.2† Consents of Qualified Persons for Technical Report Summary for the North Antelope Rochelle Mine.
−Removed: 23.3† Consents of Qualified Persons for Technical Report Summary for the Shoal Creek Mine.
23.3† Consents of Qualified Persons for Technical Report Summary for the Wilpinjong Mine.
−Removed: 23.5† Consents of Qualified Persons for Technical Report Summary for the Coppabella Moorvale Joint Venture.
+Added: 23.4† Consents of Qualified Persons for Technical Report Summary for the Centurion Mine.
31.1† Certification of periodic financial report by the Registrant’s Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
2 unchanged sentences
Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Registrant’s Chief Executive Officer.
−Removed: 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 (Incorporated by reference to Exhibit 96.
−Removed: 1 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022)
−Removed: 96.2 Technical Report Summary for the Shoal Creek Mine, effective as of December 31, 2021 (Incorporated by reference to Exhibit 96.
−Removed: 2 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022).
−Removed: 96.3 Technical Report Summary for the Wilpinjong Mine, effective as of December 31, 2021 (Incorporated by reference to Exhibit 96.
−Removed: 3 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022).
−Removed: 96.4 Technical Report Summary for the Coppabella Moorvale Joint Venture, effective as of December 31, 2021 (Incorporated by reference to Exhibit 96.
−Removed: 4 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022).
+Added: 96.1 Technical Report Summary for the North Antelope Rochelle Mine, effective as of December 31, 2021 (Incorporated by reference to Exhibit 96.1 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022)
+Added: 96.2† Technical Report Summary for the Wilpinjong Mine, effective as of December 31, 2023.
+Added: 96.3† Technical Report Summary for the Centurion Mine, effective as of December 31, 2023
+Added: 97† Peabody Energy Corporation Clawback Policy, effective as of August 3, 2023
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
22 unchanged sentences
Samantha Algaze
+Added: KATHERINE BANKS Director February 23, 2024
+Added: Katherine Banks
/s/ ANDREA BERTONE Director February 23, 2024
14 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Peabody Energy Corporation (the Company) 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”).
+Added: We have audited the accompanying consolidated balance sheets of Peabody Energy Corporation (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S.
18 unchanged sentences
Asset Retirement Obligation Liability
−Removed: Description of the Matter At December 31, 2022, the Company’s asset retirement obligation (ARO) liabilities totaled $750.0 million.
+Added: Matter At December 31, 2023, the Company’s asset retirement obligation (ARO) liabilities totaled $702.8 million.
As discussed in Note 1 and Note 12 of the consolidated financial statements, the Company estimates its ARO liabilities in the U.S.
3 unchanged sentences
As changes in estimates occur, the revisions to the obligation and asset are recognized at the appropriate credit-adjusted, risk-free rate.
−Removed: 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 based upon various assumptions including credit-adjusted risk-free rates, inflation rates, estimates of disturbed acreage, timing of reclamation activities, and reclamation costs.
−Removed: 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.
−Removed: To audit the ARO liabilities, our procedures included evaluating the methodology used, and testing the significant assumptions discussed above and the underlying data used by the Company in its estimate.
−Removed: 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, 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.
+Added: Auditing the Company’s ARO liabilities was complex because the calculation involves subjective assumptions related to 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.
+Added: 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.
+Added: Our audit procedures included, among others, evaluating the methodology used, and testing the significant assumptions discussed above and the underlying data used by the Company in its estimate of ARO liabilities.
+Added: To assess the estimates of disturbed acreage, estimates of future costs to reclaim the disturbed acreage, and the timing of these cash flows, 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 or third-party data, and recalculated management's estimate.
Additionally, we involved our specialists to assist in our assessment of the Company’s ARO liability.
−Removed: As part of this effort, our specialists interviewed members of the Company’s engineering staff, assessed the completeness of the mine reclamation estimate with respect to meeting mine closure and post closure plan regulatory requirements, and evaluated the reasonableness of the engineering estimates and assumptions.
+Added: As part of this effort, our specialists interviewed members of the Company’s engineering staff, assessed the completeness of the mine reclamation estimate with respect to meeting mine closure and post closure plan regulatory requirements, and tested the accuracy and completeness of the underlying data used in the engineering estimates and assessed the significant assumptions discussed above.
/s/ Ernst & Young, LLP
16 unchanged sentences
Restructuring charges 3.3 2.9 8.3
−Removed: Transaction costs related to joint ventures — — 23.1
Other operating (income) loss:
1 unchanged sentence
Asset impairment 2.0 11.2 —
−Removed: (Income) loss from equity affiliates ( 131.2 ) ( 82.1 ) 60.1
−Removed: Operating profit (loss) 1,381.6 432.2 ( 1,728.3 )
+Added: Provision for NARM and Shoal Creek losses 40.9 — —
+Added: Income from equity affiliates ( 6.9 ) ( 131.2 ) ( 82.1 )
+Added: Operating profit 1,074.7 1,381.6 432.2
Interest expense 59.8 140.3 183.4
4 unchanged sentences
( 0.3 ) ( 27.8 ) ( 43.4 )
−Removed: Income (loss) from continuing operations before income taxes 1,278.6 370.2 ( 1,851.8 )
−Removed: Income tax (benefit) provision ( 38.8 ) 22.8 8.0
−Removed: Income (loss) from continuing operations, net of income taxes 1,317.4 347.4 ( 1,859.8 )
−Removed: Income (loss) from discontinued operations, net of income taxes 1.7 24.0 ( 14.0 )
−Removed: Net income (loss) 1,319.1 371.4 ( 1,873.8 )
−Removed: Net income (loss) attributable to noncontrolling interests 22.0 11.3 ( 3.5 )
−Removed: Net income (loss) attributable to common stockholders $ 1,297.1 $ 360.1 $ ( 1,870.3 )
−Removed: Income (loss) from continuing operations:
−Removed: Basic income (loss) per share $ 9.12 $ 3.03 $ ( 18.99 )
−Removed: Diluted income (loss) per share $ 8.29 $ 3.00 $ ( 18.99 )
−Removed: Net income (loss) attributable to common stockholders:
−Removed: Basic income (loss) per share $ 9.13 $ 3.24 $ ( 19.14 )
−Removed: Diluted income (loss) per share $ 8.31 $ 3.22 $ ( 19.14 )
+Added: Income from continuing operations before income taxes 1,124.8 1,278.6 370.2
+Added: Income tax provision (benefit) 308.8 ( 38.8 ) 22.8
+Added: Income from continuing operations, net of income taxes 816.0 1,317.4 347.4
+Added: (Loss) income from discontinued operations, net of income taxes ( 0.4 ) 1.7 24.0
+Added: Net income 815.6 1,319.1 371.4
+Added: Net income attributable to noncontrolling interests 56.0 22.0 11.3
+Added: Net income attributable to common stockholders $ 759.6 $ 1,297.1 $ 360.1
+Added: Income from continuing operations:
+Added: Basic income per share $ 5.52 $ 9.12 $ 3.03
+Added: Diluted income per share $ 5.00 $ 8.29 $ 3.00
+Added: Net income attributable to common stockholders:
+Added: Basic income per share $ 5.52 $ 9.13 $ 3.24
+Added: Diluted income per share $ 5.00 $ 8.31 $ 3.22
See accompanying notes to consolidated financial statements
1 unchanged sentence
PEABODY ENERGY CORPORATION
−Removed: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
+Added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31,
1 unchanged sentence
(Dollars in millions)
−Removed: Net income (loss) $ 1,319.1 $ 371.4 $ ( 1,873.8 )
+Added: Net income $ 815.6 $ 1,319.1 $ 371.4
Postretirement plans (net of $ 0.0 tax provisions in each period)
2 unchanged sentences
Other comprehensive (loss) income, net of income taxes ( 52.9 ) ( 55.4 ) 92.1
−Removed: Comprehensive income (loss) 1,263.7 463.5 ( 1,699.6 )
−Removed: Net income (loss) attributable to noncontrolling interests 22.0 11.3 ( 3.5 )
−Removed: Comprehensive income (loss) attributable to common stockholders $ 1,241.7 $ 452.2 $ ( 1,696.1 )
+Added: Comprehensive income 762.7 1,263.7 463.5
+Added: Net income attributable to noncontrolling interests 56.0 22.0 11.3
+Added: Comprehensive income attributable to common stockholders $ 706.7 $ 1,241.7 $ 452.2
See accompanying notes to consolidated financial statements
11 unchanged sentences
Operating lease right-of-use assets 61.9 26.9
−Removed: Restricted cash and collateral arrangements 187.4 23.8
+Added: Restricted cash and collateral 957.6 187.4
Investments and other assets 78.8 84.3
8 unchanged sentences
Deferred income taxes 28.6 20.4
−Removed: Asset retirement obligations 665.8 654.8
+Added: Asset retirement obligations, less current portion 648.6 665.8
Accrued postretirement benefit costs 148.4 156.5
12 unchanged sentences
( 1,740.2 ) ( 1,372.9 )
−Removed: Retained earnings (accumulated deficit) 383.9 ( 913.2 )
+Added: Retained earnings 1,112.7 383.9
Accumulated other comprehensive income 189.6 242.5
11 unchanged sentences
Cash Flows From Operating Activities
−Removed: Net income (loss) $ 1,319.1 $ 371.4 $ ( 1,873.8 )
−Removed: (Income) loss from discontinued operations, net of income taxes ( 1.7 ) ( 24.0 ) 14.0
−Removed: Income (loss) from continuing operations, net of income taxes 1,317.4 347.4 ( 1,859.8 )
−Removed: Adjustments to reconcile income (loss) from continuing operations, net of income taxes to net cash provided by (used in) operating activities:
+Added: Net income $ 815.6 $ 1,319.1 $ 371.4
+Added: Loss (income) from discontinued operations, net of income taxes 0.4 ( 1.7 ) ( 24.0 )
+Added: Income from continuing operations, net of income taxes 816.0 1,317.4 347.4
+Added: Adjustments to reconcile income from continuing operations, net of income taxes to net cash provided by operating activities:
Depreciation, depletion and amortization 321.4 317.6 308.7
3 unchanged sentences
Asset impairment 2.0 11.2 —
+Added: Noncash provision for NARM and Shoal Creek losses 33.7 — —
Net gain on disposals ( 15.0 ) ( 29.2 ) ( 31.5 )
+Added: Noncash income from port and rail capacity assignment ( 9.6 ) — —
Net loss (gain) on early debt extinguishment 8.8 57.9 ( 33.2 )
−Removed: (Income) loss from equity affiliates ( 131.2 ) ( 82.1 ) 60.1
+Added: Income from equity affiliates ( 6.9 ) ( 131.2 ) ( 82.1 )
Foreign currency option contracts ( 7.4 ) 2.3 5.8
12 unchanged sentences
Net cash used in discontinued operations ( 80.8 ) ( 6.7 ) ( 20.7 )
−Removed: Net cash provided by (used in) operating activities 1,173.6 420.0 ( 9.7 )
+Added: Net cash provided by operating activities 1,035.5 1,173.6 420.0
See accompanying notes to consolidated financial statements
20 unchanged sentences
Proceeds from common stock issuances, net of costs — 222.0 269.8
+Added: Common stock repurchases ( 347.7 ) — —
Repurchase of employee common stock relinquished for tax withholding
( 13.7 ) ( 2.6 ) ( 1.4 )
+Added: Dividends paid ( 30.6 ) — —
Distributions to noncontrolling interests ( 59.0 ) ( 17.5 ) ( 4.0 )
−Removed: Net cash (used in) provided by financing activities ( 681.6 ) ( 43.4 ) 193.4
+Added: Net cash used in financing activities ( 460.3 ) ( 681.6 ) ( 43.4 )
Net change in cash, cash equivalents and restricted cash 232.6 463.3 245.1
Cash, cash equivalents and restricted cash at beginning of period (1)
+Added: 1,417.6 954.3 709.2
Cash, cash equivalents and restricted cash at end of period (2)
$ 1,650.2 $ 1,417.6 $ 954.3
−Removed: (1) The following table provides a reconciliation of “Cash, cash equivalents and restricted cash at end of period” at December 31, 2022:
+Added: (1) The following table provides a reconciliation of “Cash, cash equivalents and restricted cash at beginning of period”:
Cash and cash equivalents $ 1,307.3
−Removed: Restricted cash included in “Restricted cash and collateral arrangements” 110.3
+Added: Restricted cash included in “Restricted cash and collateral” 110.3
+Added: Cash, cash equivalents and restricted cash at beginning of period $ 1,417.6
+Added: (2) The following table provides a reconciliation of “Cash, cash equivalents and restricted cash at end of period”:
+Added: Cash and cash equivalents $ 969.3
+Added: Restricted cash included in “Restricted cash and collateral” 680.9
Cash, cash equivalents and restricted cash at end of period $ 1,650.2
11 unchanged sentences
Stockholders’
−Removed: (Dollars in millions)
+Added: (Dollars in millions, except per share data)
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 costs 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
−Removed: Common stock issuances, net of cost 0.3 269.2 — — — — 269.5
+Added: Common stock issuances, net of costs 0.1 221.9 — — — — 222.0
Repurchase of employee common stock relinquished for tax withholding — — ( 2.6 ) — — — ( 2.6 )
2 unchanged sentences
Net income — — — 759.6 — 56.0 815.6
+Added: Dividends declared ($ 0.225 per share)
+Added: — 0.2 — ( 30.8 ) — — ( 30.6 )
Postretirement plans (net of $ 0.0 tax provision)
2 unchanged sentences
Share-based compensation for equity-classified awards — 6.9 — — — — 6.9
−Removed: Common stock issuances, net of cost 0.1 221.9 — — — — 222.0
+Added: Common stock repurchases — — ( 347.7 ) — — — ( 347.7 )
+Added: Net change in unsettled common stock repurchases — — ( 2.6 ) — — — ( 2.6 )
+Added: Excise tax accrued on common stock repurchases — — ( 3.3 ) — — — ( 3.3 )
Repurchase of employee common stock relinquished for tax withholding — — ( 13.7 ) — — — ( 13.7 )
12 unchanged sentences
All intercompany transactions, profits and balances have been eliminated in consolidation.
−Removed: Certain amounts from prior years have been reclassified to conform with the 2022 presentation.
Description of Business
3 unchanged sentences
The Company’s other commercial activities include managing its coal reserves and resources and real estate holdings and supporting the development of clean coal technologies.
+Added: Since 2022, the Company has partnered in a joint venture with the intent of developing various sites, including certain reclaimed mining land held by the Company in the U.S., for utility-scale photovoltaic solar generation and battery storage.
Newly Adopted Accounting Standards
−Removed: Convertible Debt.
−Removed: 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.
−Removed: Among other changes, ASU 2020-06 removes from accounting principles generally accepted in the U.S.
−Removed: 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.
−Removed: Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument.
−Removed: 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.
−Removed: Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share.
−Removed: 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.
−Removed: The Company adopted ASU 2020-06, effective January 1, 2022.
−Removed: 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.
−Removed: “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.
−Removed: 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.
−Removed: “Earnings per Share (EPS).”
+Added: The Company did not adopt any new accounting standards that had a material impact on its consolidated financial statements or disclosures.
Accounting Standards Not Yet Implemented
−Removed: The Company does not expect any accounting standards not yet implemented to have a material impact on its consolidated financial statements or disclosures.
+Added: Joint Ventures.
+Added: In August 2023, Accounting Standards Update (ASU) 2023-05 was issued, which requires joint ventures to recognize and measure the initial contributions of monetary and nonmonetary assets and its net assets at fair value.
+Added: The Company is required to apply the amendments for joint ventures with a formation date on or after January 1, 2025.
+Added: A joint venture that was formed before January 1, 2025 may apply the amendments retrospectively.
+Added: The Company will apply the guidance to any newly formed joint ventures.
+Added: In November 2023, ASU 2023-07 was issued, which requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss that are currently required annually;
+Added: disclose significant expense categories and amounts that are easily computable from the management reports that are regularly provided to the chief operating decision maker (CODM);
+Added: disclose how the CODM uses each reported measure to allocate resources;
+Added: and disclose the name and title of the position of the individual identified as the CODM.
+Added: The Company is required to adopt the amendments for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.
+Added: Early adoption is permitted.
+Added: The Company expects this ASU to only impact its disclosures with no impacts to its results of operations, cash flows and financial condition.
+Added: Income Taxes .
+Added: In December 2023, ASU 2023-09 was issued, which requires public entities to disclose more information primarily related to the income tax rate reconciliation and income taxes paid.
+Added: The guidance also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities.
+Added: The Company is required to adopt the amendments for fiscal years beginning after December 15, 2024.
+Added: The amendments should be applied prospectively, with a retrospective option.
+Added: Early adoption is permitted.
+Added: The Company expects this ASU to only impact its disclosures with no impacts to its results of operations, cash flows and financial condition.
Peabody Energy Corporation 2023 Form 10-K
10 unchanged sentences
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.
−Removed: The portion of sales volume under contracts with a duration of less than one year has increased in recent years.
In the case of periodically negotiated pricing, the Company may deliver coal under provisional pricing until a final agreed-upon price is determined.
−Removed: Variable consideration resulting from provisional pricing arrangements is recognized based on the Company’s best estimate of the amount expected to be received at the time control is transferred to the customer.
+Added: Variable consideration resulting from provisional pricing arrangements is recognized based on the Company’s best estimate of the amount expected to be received at the time control is transferred to the customer that is not expected to result in a material reversal of revenue.
The Company’s U.S.
17 unchanged sentences
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.
+Added: Discontinued Operations
+Added: 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.
Peabody Energy Corporation 2023 Form 10-K
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Discontinued Operations
−Removed: 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.
−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 17.
−Removed: “Other Events” for additional information associated with the Company’s sale of the Wilkie Creek Mine.
+Added: Discontinued operations include certain former Seaborne Thermal and Other U.S.
+Added: Thermal segment assets that have ceased production and other previously divested legacy operations, including Patriot Coal Corporation and certain of its wholly-owned subsidiaries (Patriot).
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.
+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.
Peabody Energy Corporation 2023 Form 10-K
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−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.
Property, Plant, Equipment and Mine Development
7 unchanged sentences
Costs to acquire computer hardware and the development and/or purchase of software for internal use are capitalized and depreciated over the estimated useful lives.
−Removed: Coal reserves and resources are recorded at cost, or at fair value in the case of nonmonetary exchanges of reserves and resources or business acquisitions.
+Added: Coal reserves and resources are recorded at cost, or at fair value in the case of nonmonetary exchanges of coal reserves and resources or business acquisitions.
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.
4 unchanged sentences
The estimated life of leasehold improvements is the shorter of useful life or remaining life of the lease.
−Removed: The Company leases coal reserves under agreements that require royalties to be paid as the coal is mined.
+Added: The Company leases coal reserves under agreements that require royalties to be paid as the coal is sold.
Certain agreements also require minimum annual royalties to be paid regardless of the amount of coal mined during the year.
31 unchanged sentences
Lease expense is recognized on a straight-line basis over the lease term.
−Removed: For certain equipment leases, the Company applies a portfolio approach to effectively account for the operating lease ROU assets and liabilities.
Equity Investments
1 unchanged sentence
Investments accounted for under the equity method are initially recorded at cost and any difference between the cost of the Company’s investment and the underlying equity in the net assets of the joint venture at the investment date is amortized over the lives of the related assets that gave rise to the difference.
−Removed: The Company’s pro-rata share of the operating results of joint ventures and basis difference amortization is reported in the consolidated statements of operations in “(Income) loss from equity affiliates.” Similarly, the Company’s pro-rata share of the cumulative foreign currency translation adjustment of its equity method investments whose functional currency is not the U.S.
+Added: The Company’s pro-rata share of the operating results of joint ventures and basis difference amortization is reported in the consolidated statements of operations in “Income from equity affiliates.” Similarly, the Company’s pro-rata share of the cumulative foreign currency translation adjustment of its equity method investments whose functional currency is not the U.S.
dollar is reported in the consolidated balance sheets as a component of “Accumulated other comprehensive income,” with periodic changes thereto reflected in the consolidated statements of comprehensive income.
6 unchanged sentences
No such impairment losses were recorded in any period presented.
−Removed: For the remaining investments, the Company will adjust the carrying value of its investments to fair value based on observable market transactions.
−Removed: The Company also monitors such investments for indicators of impairment should no observable market transactions exist.
−Removed: Refer to Note 3.
−Removed: “Asset Impairment” for details regarding an impairment loss of $ 1.7 million recorded during the year ended December 31, 2022 related to an investment in an equity security.
−Removed: No such impairment losses were recorded during the years ended December 31, 2021 or 2020.
Asset Retirement Obligations
2 unchanged sentences
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.
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: 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.
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Contingent Liabilities
18 unchanged sentences
Tax-related interest and penalties are classified as a component of income tax expense.
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Postretirement Health Care and Life Insurance Benefits
5 unchanged sentences
“Postretirement Health Care and Life Insurance Benefits” for information related to postretirement benefits.
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Pension Plans
17 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.
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Business Combinations
3 unchanged sentences
Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and the utilization of independent valuation experts, and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates and asset lives, among other items.
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Impairment of Long-Lived Assets
11 unchanged sentences
If such undiscounted cash flows indicate that the carrying value of the asset group is not recoverable, impairment losses are measured by comparing the estimated fair value of the asset group to its carrying amount.
−Removed: As quoted market prices are unavailable for the Company’s individual mining operations, fair value is determined through the use of an expected present value technique based on the income approach, except for non-strategic coal reserves, resources, surface lands and undeveloped coal properties excluded from the Company’s long-range mine planning.
+Added: As quoted market prices are unavailable for the Company’s individual mining operations, fair value is determined through the use of an expected present value technique based on the income approach, except for non-strategic coal reserves, coal resources, surface lands and undeveloped coal properties excluded from the Company’s long-range mine planning.
In those cases, a market approach is utilized based on the most comparable market multiples available.
1 unchanged sentence
The Company believes its assumptions to be consistent with those a market participant would use for valuation purposes.
−Removed: The most critical assumptions underlying the Company’s projections and fair value estimates include those surrounding future tons sold, coal prices for unpriced coal, production costs (including costs for labor, commodity supplies and contractors), transportation costs, foreign currency exchange rates and a risk-adjusted, cost of capital (all of which generally constitute unobservable Level 3 inputs under the fair value hierarchy), in addition to market multiples for non-strategic coal reserves, resources, surface lands and undeveloped coal properties excluded from the Company’s long-range mine planning (which generally constitute Level 2 inputs under the fair value hierarchy).
+Added: The most critical assumptions underlying the Company’s projections and fair value estimates include those surrounding future tons sold, coal prices for unpriced coal, production costs (including costs for labor, commodity supplies and contractors), transportation costs, foreign currency exchange rates and a risk-adjusted, cost of capital (all of which generally constitute unobservable Level 3 inputs under the fair value hierarchy), in addition to market multiples for non-strategic coal reserves, coal resources, surface lands and undeveloped coal properties excluded from the Company’s long-range mine planning (which generally constitute Level 2 inputs under the fair value hierarchy).
Refer to Note 3.
−Removed: “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.
−Removed: There were no impairment charges related to long-lived assets during the year ended December 31, 2021.
+Added: “Asset Impairment” for details regarding impairment charges related to long-lived assets of $ 9.5 million recognized during the year ended December 31, 2022.
+Added: There were no impairment charges related to long-lived assets during the years ended December 31, 2023 or 2021.
+Added: 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.
Peabody Energy Corporation 2023 Form 10-K
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: For assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements, the Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Foreign Currency
Functional currency is determined by the primary economic environment in which an entity operates, which for the Company’s foreign operations is generally the U.S.
−Removed: dollar because sales prices in international coal markets and the Company’s sources of financing those operations are denominated in that currency.
+Added: dollar because sales prices in international coal markets and the Company’s sources of financing for those operations are denominated in that currency.
Accordingly, substantially all of the Company’s consolidated foreign subsidiaries utilize the U.S.
2 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 (benefit) provision,” while all other remeasurement gains and losses are included in “Operating costs and expenses” in the consolidated statements of operations.
+Added: Gains and losses from foreign currency remeasurement related to tax balances are included as a component of “Income tax provision (benefit),” while all other remeasurement gains and losses are included in “Operating costs and expenses” in the consolidated statements of operations.
The total impact of foreign currency remeasurement on the consolidated statements of operations was a net gain of $ 5.3 million, $ 2.7 million, and $ 3.1 million for the years ended December 31, 2023, 2022 and 2021, respectively.
7 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 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.
+Added: The Company recorded a net gain from foreign currency translation of $ 0.9 million for the year ended December 31, 2023 and net losses of $ 1.6 million and $ 1.0 million for the years ended December 31, 2022 and 2021, respectively.
Share-Based Compensation
16 unchanged sentences
Use of Estimates in the Preparation of the Consolidated Financial Statements
−Removed: These consolidated financial statements have been prepared in conformity with U.S.
+Added: These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (U.S.
In doing so, estimates and assumptions are made that affect the amounts reported in the consolidated financial statements and accompanying notes.
7 unchanged sentences
Year Ended December 31, 2023
−Removed: Seaborne Thermal Mining Seaborne Metallurgical Mining Powder River Basin Mining Other U.S.
−Removed: Thermal Mining Corporate and Other (1)
+Added: Seaborne Thermal Seaborne Metallurgical Powder River Basin Other U.S.
+Added: Thermal Corporate and Other (1)
(Dollars in millions)
8 unchanged sentences
Year Ended December 31, 2022
−Removed: Seaborne Thermal Mining Seaborne Metallurgical Mining Powder River Basin Mining Other U.S.
−Removed: Thermal Mining Corporate and Other (1)
+Added: Seaborne Thermal Seaborne Metallurgical Powder River Basin Other U.S.
+Added: Thermal Corporate and Other (1)
(Dollars in millions)
11 unchanged sentences
Year Ended December 31, 2021
−Removed: Seaborne Thermal Mining Seaborne Metallurgical Mining Powder River Basin Mining Other U.S.
−Removed: Thermal Mining Corporate and Other (1)
+Added: Seaborne Thermal Seaborne Metallurgical Powder River Basin Other U.S.
+Added: Thermal Corporate and Other (1)
(Dollars in millions)
11 unchanged sentences
(Dollars in millions)
−Removed: Unrealized losses on derivative contracts related to forecasted sales $ ( 35.8 ) $ ( 115.1 ) $ ( 29.6 )
−Removed: Realized (losses) gains on derivative contracts related to forecasted sales ( 455.1 ) ( 45.6 ) 34.3
+Added: Unrealized gains (losses) on derivative contracts related to forecasted sales $ 159.0 $ ( 35.8 ) $ ( 115.1 )
+Added: Realized losses on derivative contracts related to forecasted sales ( 80.9 ) ( 455.1 ) ( 45.6 )
Revenue from physical sale of coal (3)
3 unchanged sentences
Total Corporate and Other $ 228.8 $ 1.7 $ ( 3.7 )
−Removed: (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: (2) Includes revenue from arrangements such as customer contract-related payments associated with volume shortfalls;
+Added: royalties related to coal lease agreements;
+Added: sales agency commissions;
+Added: property and facility rentals;
+Added: and revenue related to the Company’s assignment of rights to its excess port and rail capacity.
(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.
17 unchanged sentences
(3) Asset Impairment
+Added: During the year end December 31, 2023, the Company recognized impairment charges of $ 2.0 million related to the fair value of an investment in equity securities.
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.
No asset impairment charges were recognized during the year ended December 31, 2021.
−Removed: 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.
−Removed: Of this amount, $ 1,393.7 million related to the property, plant, equipment and mine development assets;
−Removed: $ 19.9 million related to operating lease right-of-use assets;
−Removed: and $ 4.5 million related to contract-based intangible assets.
−Removed: The outlook for the North Antelope Rochelle Mine was negatively impacted by the accelerated decline of coal-fired electricity generation in the U.S., driven by the reduced utilization of plants and plant retirements, sustained low natural gas pricing and the increased use of renewable energy sources.
−Removed: These factors led to the expectation of reduced future sales volumes.
−Removed: The impairment charge was based upon the remaining estimated discounted cash flows of the mine.
−Removed: Such cash flows were based upon estimates which generally constitute unobservable Level 3 inputs under the fair value hierarchy, including, but not limited to, future tons sold, coal prices for unpriced coal, production costs (including costs for labor, commodity supplies and contractors), transportation costs and a risk-adjusted cost of capital.
−Removed: 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.
+Added: The Company identified certain assets with an aggregate carrying value of approximately $ 224 million at December 31, 2023 in its Other U.S.
+Added: Thermal segment whose recoverability is most sensitive to customer concentration risk.
(4) Inventories
−Removed: Inventories as of December 31, 2022 and 2021 consisted of the following:
+Added: “ Inventories, net” as of December 31, 2023 and 2022 consisted of the following:
(Dollars in millions)
3 unchanged sentences
Inventories, net $ 351.8 $ 296.1
−Removed: 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.
+Added: Materials and supplies inventories, net presented above have been shown net of reserves of $ 7.2 million and $ 9.5 million as of December 31, 2023 and 2022, respectively.
(5) Equity Method Investments
−Removed: 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, which are reported in “Investments and other assets” in the consolidated balance sheets, and the related “(Income) loss from equity affiliates”:
+Added: The Company’s equity method investments include its joint venture interest in Middlemount, R3 Renewables LLC (R3) and certain other equity method investments.
+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 from equity affiliates”:
Book Value at (Income) Loss from Equity Affiliates
3 unchanged sentences
Equity method investment related to Middlemount $ 42.5 $ 27.1 $ ( 14.8 ) $ ( 135.1 ) $ ( 82.1 )
−Removed: Other equity method investments 7.0 — 3.9 — —
+Added: Equity method investment related to R3 7.1 7.0 7.9 3.9 —
Total equity method investments $ 49.6 $ 34.1 $ ( 6.9 ) $ ( 131.2 ) $ ( 82.1 )
+Added: The Company received no cash payments from Middlemount during the year ended December 31, 2023.
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.
−Removed: No payments were received from Middlemount during the year ended December 31, 2020.
+Added: Historically, one of the Company’s Australian subsidiaries was party to an agreement to provide a revolving loan to Middlemount.
+Added: The Company’s participation in the revolving loan did not, at any time, exceed its 50 % equity interest of the revolving loan limit.
+Added: The revolving loan, which bore interest at 10 % per annum and expired on December 31, 2023, has not been extended.
+Added: There was no outstanding revolving loan at December 31, 2023 or 2022.
+Added: During the year ended December 31, 2021, the Company determined that a previously established valuation allowance on Middlemount’s net deferred tax position was no longer necessary based on cumulative earnings and expectation of future earnings.
+Added: The determination resulted in approximately $ 33 million of income related to the release of the valuation allowance.
Peabody Energy Corporation 2023 Form 10-K
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: One of the Company’s Australian subsidiaries is party to an agreement to provide a revolving loan to Middlemount.
−Removed: 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.
−Removed: The revolving loan bears interest at 10 % per annum and expires on December 31, 2023.
−Removed: There was no outstanding revolving loan at December 31, 2022 or 2021.
−Removed: 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.
−Removed: During the year ended December 31, 2021, the Company determined that the valuation allowance was no longer necessary based on recent cumulative earnings and expectation of future earnings.
−Removed: The determination resulted in approximately $ 33 million of income related to the release of the previously established valuation allowance.
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).
1 unchanged sentence
Middlemount had current assets, noncurrent assets, current liabilities and noncurrent liabilities of $ 48.2 million, $ 199.5 million, $ 76.6 million and $ 58.2 million, respectively, as of December 31, 2023 and $ 75.2 million, $ 256.3 million, $ 135.7 million and $ 97.7 million, respectively, as of December 31, 2022 (on a 50 % basis).
+Added: In March 2022, the Company entered into a joint venture with unrelated partners to form R3.
+Added: R3 was formed with the intent of developing various sites, including certain reclaimed mining land held by the Company in the U.S., for utility-scale photovoltaic solar generation and battery storage.
+Added: The Company contributed $ 8.0 million and $ 10.9 million to R3 during the years ended December 31, 2023 and 2022, respectively.
(6) Derivatives and Fair Value Measurements
5 unchanged sentences
Foreign Currency Option Contracts
−Removed: The Company has historically utilized currency forwards and options to hedge currency risk associated with anticipated Australian dollar expenditures.
−Removed: 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.
−Removed: The instruments are quarterly average rate options which entitle the Company to receive payment on the notional amount should the quarterly average Australian dollar-to-U.S.
−Removed: dollar exchange rate exceed amounts ranging from $ 0.70 to $ 0.77 over the nine-month period ending September 30, 2023.
−Removed: 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.
−Removed: The additional average rate options have a strike price of $ 0.75 .
−Removed: 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.
+Added: The Company has historically utilized currency forwards and options to hedge currency risk associated with anticipated Australian dollar operating expenditures.
+Added: As of December 31, 2023, the Company held average rate options with an aggregate notional amount of $ 456.0 million Australian dollars to hedge currency risk associated with anticipated Australian dollar operating expenditures over the six-month period ending June 30, 2024.
+Added: The instruments entitle the Company to receive payment on the notional amount should the quarterly average Australian dollar-to-U.S.
+Added: dollar exchange rate exceed amounts ranging from $ 0.69 to $ 0.72 over the six-month period ending June 30, 2024.
+Added: As of December 31, 2023, the Company also held purchased collars with an aggregate notional amount of $ 483.0 million Australian dollars related to anticipated Australian dollar operating expenditures during the nine-month period ending September 30, 2024.The purchased collars have a floor and ceiling of approximately $ 0.59 and $ 0.72 , respectively, whereby the Company will incur a loss on the instruments for rates below the floor and a gain for rates above the ceiling.
Derivative Contracts Related to Forecasted Sales
−Removed: As of December 31, 2022, the Company held coal derivative contracts related to a portion of its forecasted sales with an aggregate notional volume of 0.6 million tonnes.
−Removed: Such financial contracts may include futures, forwards and options.
−Removed: 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.
−Removed: All such tonnes will settle in 2023.
−Removed: Additionally, the Company classifies certain physical forward sales contracts as derivatives for which the normal purchase, normal sales exception does not apply.
+Added: As of December 31, 2023, the Company had no coal derivative contracts related to its forecasted sales.
+Added: Historically, such financial contracts have included futures, forwards and options.
+Added: During the year ended December 31, 2023, the Company recorded a net unrealized mark-to-market gain of $ 159.0 million on financial coal derivative contracts and no unrealized mark-to-market gains or losses on physical forward sales contracts.
+Added: During the year ended December 31, 2022, the Company recorded a net unrealized mark-to-market loss of $ 35.8 million on coal derivative contracts, which included approximately $ 65 million of unrealized mark-to-market losses on financial coal derivative contracts 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 on coal derivative contracts, which included approximately $ 86 million of unrealized mark-to-market losses on financial coal derivative contracts and approximately $ 29 million of unrealized mark-to-market losses on physical forward sales contracts.
Peabody Energy Corporation 2023 Form 10-K
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: 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.
−Removed: 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.
−Removed: 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
18 unchanged sentences
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.
−Removed: As of December 31, 2022, the Company had posted $ 255.5 million aggregate margin cash, consisting of $ 198.0 million variation margin cash and $ 57.5 million initial margin.
+Added: As of December 31, 2023, the Company had no margin cash posted.
As of December 31, 2022, the Company had posted $ 255.5 million aggregate margin cash, consisting of $ 198.0 million variation margin cash and $ 57.5 million initial margin.
The net amount of asset derivatives, net of variation margin, is included in “Other current assets” and the net amount of liability derivatives, net of variation margin, is included in “Accounts payable and accrued expenses” in the accompanying consolidated balance sheets.
−Removed: The amounts of initial margin are not included with the derivatives presented in the tabular disclosures above and are included in “Other current assets” in the accompanying consolidated balance sheets.
Peabody Energy Corporation 2023 Form 10-K
4 unchanged sentences
Year Ended December 31, 2023
−Removed: Total (loss) gain recognized in income (Loss) gain 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 gain (loss) recognized in income on derivatives
Derivative Instrument Classification
6 unchanged sentences
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
6 unchanged sentences
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
24 unchanged sentences
Equity securities 0.4 — — 0.4
−Removed: Total net (liabilities) assets $ — $ ( 195.0 ) $ 2.5 $ ( 192.5 )
+Added: Total net assets $ 0.4 $ 6.2 $ — $ 6.6
December 31, 2022
11 unchanged sentences
• Derivative contracts related to forecasted sales and financial trading contracts are generally valued based on unadjusted quoted prices in active markets (Level 1) or a valuation that is corroborated by the use of market-based pricing (Level 2) except when credit and non-performance risk is considered to be a significant input (greater than 10 % of fair value), then the Company classifies as Level 3.
−Removed: • Investments in equity securities are based on observed prices in an inactive market (Level 3).
+Added: • Investments in equity securities are currently based on unadjusted quoted prices in active markets (Level 1).
Other Financial Instruments .
9 unchanged sentences
Total debt at par value $ 342.3 $ 343.6
−Removed: Unamortized debt issuance costs and original issue discount ( 9.8 ) ( 35.4 )
+Added: Unamortized debt issuance costs ( 8.1 ) ( 9.8 )
Net carrying amount $ 334.2 $ 333.8
2 unchanged sentences
The fair value of the Company’s coal derivative assets and liabilities reflects adjustments for credit risk.
−Removed: The Company’s exposure is substantially with electric utilities, energy marketers, steel producers and nonfinancial trading houses.
−Removed: 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.
−Removed: Decreases in the number of third-party brokers or market liquidity could erode the quality of market information and therefore the valuation of the Company’s market positions.
−Removed: The Company’s valuation techniques include basis adjustments to the foregoing price inputs for quality, such as sulfur and ash content, location differentials, expressed as port and freight costs, and credit risk.
−Removed: The Company’s risk management function independently validates the Company’s valuation inputs, including unobservable inputs, with third-party information and settlement prices from other sources where available.
−Removed: A daily process is performed to analyze market price changes and changes to the portfolio.
−Removed: Further periodic validation occurs at the time contracts are settled with the counterparty.
−Removed: These valuation techniques have been consistently applied in all periods presented, and the Company believes it has obtained the most accurate information available for the types of derivative contracts held.
+Added: The Company’s exposure to credit risk is substantially with electric utilities, energy marketers, steel producers and nonfinancial trading houses.
Significant increases or decreases in the inputs in isolation could result in a significantly higher or lower fair value measurement.
8 unchanged sentences
Purchases — 0.2 —
+Added: Exchange ( 0.5 ) — —
End of period $ — $ 2.5 $ 4.0
1 unchanged sentence
The Company’s policy is to value all transfers between levels using the beginning of period valuation.
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(7) Property, Plant, Equipment and Mine Development
−Removed: Property, plant, equipment and mine development, net, as of December 31, 2022 and December 31, 2021 consisted of the following:
+Added: Property, plant, equipment and mine development, net, as of December 31, 2023 and 2022 consisted of the following:
(Dollars in millions)
4 unchanged sentences
Property, plant, equipment and mine development, net $ 2,844.1 $ 2,865.0
−Removed: 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 $ 0.7 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.
+Added: Land and coal interests included coal reserves and resources with a net book value of $ 1.2 billion and $ 1.3 billion as of December 31, 2023 and 2022, 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, 2023 and 2022, and coal reserves and resources held by fee ownership of $ 0.5 billion and $ 0.6 billion as of December 31, 2023 and 2022, 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, 2023 and 2022.
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(8) Income Taxes
−Removed: Income (loss) from continuing operations before income taxes for the periods presented below consisted of the following:
+Added: Income from continuing operations before income taxes for the periods presented below consisted of the following:
Year Ended December 31,
4 unchanged sentences
Total $ 1,124.8 $ 1,278.6 $ 370.2
−Removed: Total income tax (benefit) provision for the periods presented below consisted of the following:
+Added: Total income tax provision (benefit) for the periods presented below consisted of the following:
Year Ended December 31,
5 unchanged sentences
Total current 225.9 42.8 30.3
−Removed: federal — — 23.4
82.9 ( 81.6 ) ( 7.5 )
Total deferred 82.9 ( 81.6 ) ( 7.5 )
−Removed: Total income tax (benefit) provision $ ( 38.8 ) $ 22.8 $ 8.0
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: 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 (benefit) provision for the periods presented below:
+Added: Total income tax provision (benefit) $ 308.8 $ ( 38.8 ) $ 22.8
+Added: The following is a reconciliation of the expected statutory federal income tax expense to the Company’s income tax provision (benefit) for the periods presented below:
Year Ended December 31,
1 unchanged sentence
(Dollars in millions)
−Removed: Expected income tax expense (benefit) at U.S.
+Added: Expected income tax expense at U.S.
federal statutory rate $ 236.2 $ 268.5 $ 77.7
9 unchanged sentences
Other, net 2.5 ( 11.7 ) 3.3
−Removed: Total income tax (benefit) provision $ ( 38.8 ) $ 22.8 $ 8.0
+Added: Total income tax provision (benefit) $ 308.8 $ ( 38.8 ) $ 22.8
Certain reconciliation items included in the above table exclude the remeasurement of foreign income tax accounts as these foreign currency effects are separately presented.
−Removed: The Company recognizes the tax on global intangible low-taxed income (GILTI) as a period expense and recorded a provision of $ 197.2 million and $ 67.0 million for the years ended December 31, 2022 and 2021, respectively, which was fully offset by the release of valuation allowance associated with the net operating losses (NOLs) that absorbed the GILTI inclusion.
−Removed: The Company did not record a provision for the year ended December 31, 2020 due to tested foreign losses.
−Removed: On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act was signed into law and contained numerous tax provisions including the acceleration of refunds of previously generated alternative minimum tax (AMT) credits.
−Removed: 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 refund.
−Removed: 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: 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.
−Removed: These acts did not have a material impact on the Company’s tax provision.
+Added: The Company recognizes the tax on global intangible low-taxed income (GILTI) as a period expense.
+Added: The Company recorded provisions of $ 197.2 million and $ 67.0 million for the years ended December 31, 2022 and 2021, respectively, which was fully offset by the release of valuation allowance associated with the net operating losses (NOLs) that absorbed the GILTI inclusion.
+Added: No provision for GILTI was recorded for the year ended December 31, 2023.
Peabody Energy Corporation 2023 Form 10-K
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+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.
+Added: This act did not have a material impact on the Company’s tax provision.
The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities as of December 31, 2023 and 2022 consisted of the following:
8 unchanged sentences
Hedge activities — 49.1
−Removed: Interest limitation — 7.9
Investments and other assets 40.8 37.0
10 unchanged sentences
Total deferred tax liabilities 111.2 81.7
−Removed: Net deferred tax asset (liability) $ 54.3 $ ( 27.3 )
+Added: Net deferred tax (liability) asset $ ( 28.6 ) $ 54.3
Deferred taxes are classified as follows:
1 unchanged sentence
Noncurrent deferred income tax liability ( 28.6 ) ( 20.4 )
−Removed: Net deferred tax asset (liability) $ 54.3 $ ( 27.3 )
−Removed: As of December 31, 2022, the Company had gross Australia NOLs of $ 53.0 million in Australian dollars and gross U.S.
+Added: Net deferred tax (liability) asset $ ( 28.6 ) $ 54.3
+Added: As of December 31, 2023, the Company had gross U.S.
federal NOLs of $ 1.7 billion.
−Removed: 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.
+Added: The Company’s tax loss carryforwards and credits of $ 745.6 million as of December 31, 2023 were comprised primarily of net federal NOLs of $ 366.8 million, tax general business credits (GBCs) of $ 139.1 million, net Australia NOLs and capital tax loss carryforwards of $ 138.7 million, state NOLs of $ 80.3 million and other foreign NOLs of $ 19.1 million.
The foreign tax loss carryforwards have no expiration date.
−Removed: The federal NOLs begin to expire in 2036.
−Removed: The state NOLs begin to expire in 2023 and the GBCs begin to expire in 2027.
+Added: The federal NOLs begin to expire in 2037, the state NOLs begin to expire in 2024 and the GBCs begin to expire in 2027.
Peabody Energy Corporation 2023 Form 10-K
2 unchanged sentences
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, 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.
−Removed: 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: The Company maintained valuation allowances of $ 1.5 billion against the U.S net deferred tax asset position of $ 1.0 billion and against certain foreign deferred tax assets, primarily in Australia, of $ 469.1 million.
Recognition of the U.S.
−Removed: 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: 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”) and availability of future taxable income in assessing the realizability of the related assets.
The valuation allowance against certain foreign deferred tax assets continues to be recorded due to unlikely realization.
17 unchanged sentences
The Company recognizes interest and penalties related to unrecognized tax benefits in its income tax provision.
−Removed: 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.
+Added: The Company recorded $ 0.2 million of gross interest and penalties in each of the years ended December 31, 2023, 2022, and 2021.
The Company had $ 6.1 million, $ 5.9 million and $ 5.7 million of accrued gross interest and penalties related to unrecognized tax benefits at December 31, 2023, 2022 and 2021, respectively.
−Removed: The Company does not expect a decrease in its net unrecognized tax benefits during the next twelve months.
+Added: The Company expects a decrease in its net unrecognized tax benefits of $ 1.3 million during the next twelve months due to expiration of statutes.
Tax Returns Subject to Examination
11 unchanged sentences
Tax Payments and Refunds
−Removed: The following table summarizes the Company’s income tax payments (refunds), net for the periods presented below:
+Added: The following table summarizes the Company’s income tax payments, net for the periods presented below:
Year Ended December 31,
4 unchanged sentences
130.7 36.9 12.9
−Removed: Total income tax payments (refunds), net $ 36.6 $ 11.6 $ ( 39.9 )
+Added: Total income tax payments, net $ 130.6 $ 36.6 $ 11.6
+Added: The Organisation for Economic Co-operation and Development (OECD)/G20 Inclusive Framework on Base Erosion and Profit Shifting published the Pillar Two model rules designed to address the tax challenges arising from the digitalization of the global economy.
+Added: Pillar Two legislation has been enacted or substantially enacted in certain jurisdictions in which the Company operates, effective for the financial year beginning January 1, 2024.
+Added: Based on an assessment performed, the Pillar Two effective tax rates in all jurisdictions in which the Company operates are above 15 % and the Company is not currently aware of any circumstances under which this might change.
+Added: Therefore, the Company does not expect a potential exposure to Pillar Two top-up taxes.
(9) Accounts Payable and Accrued Expenses
4 unchanged sentences
Other accrued expenses 142.4 148.0
+Added: Income taxes payable 120.8 25.9
Accrued royalties 71.2 88.4
+Added: Accrued taxes other than income 59.3 20.0
Asset retirement obligations 54.2 84.2
−Removed: Liabilities associated with discontinued operations 41.9 45.0
−Removed: Income taxes payable 25.9 20.2
Accrued insurance 32.7 22.7
−Removed: Accrued taxes other than income 20.0 78.8
Operating lease liabilities 17.3 16.8
Workers’ compensation obligations 8.7 9.3
+Added: Liabilities associated with discontinued operations 5.2 41.9
Accrued interest 3.6 8.2
−Removed: Liabilities from coal trading activities — 29.5
Accounts payable and accrued expenses $ 965.5 $ 905.5
6 unchanged sentences
(Dollars in millions)
−Removed: 6.000 % Senior Secured Notes due March 2022 (2022 Notes)
−Removed: 8.500 % Senior Secured Notes due December 2024 (2024 Peabody Notes)
−Removed: 10.000 % Senior Secured Notes due December 2024 (2024 Co-Issuer Notes)
−Removed: Senior Secured Term Loan due 2024 (Co-Issuer Term Loans) — 206.0
−Removed: 6.375 % Senior Secured Notes due March 2025 (2025 Notes)
−Removed: Senior Secured Term Loan due 2025, net of original issue discount (Senior Secured Term Loan) — 322.8
3.250 % Convertible Senior Notes due March 2028 (2028 Convertible Notes)
+Added: $ 320.0 $ 320.0
Finance lease obligations 22.3 23.6
Debt issuance costs ( 8.1 ) ( 9.8 )
−Removed: 333.8 1,137.8
Current portion of long-term debt 13.5 13.2
Long-term debt $ 320.7 $ 320.6
−Removed: As further described below, during 2021, the Company completed a significant debt restructuring to extend maturities on its existing debt and obtain covenant relief.
−Removed: 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.
−Removed: 2021 Debt Restructuring
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The exchange was accounted for as a debt modification and as such, no gain or loss was recorded.
−Removed: 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.
−Removed: The Company received the requisite consents from holders of the 2022 Notes and entered into a supplemental indenture to reflect such amendments.
−Removed: 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.
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: 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.
−Removed: 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: 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.
−Removed: The amendment creates an investment basket which allows payments of $ 30.0 million per year specifically limited to investment in renewable energy-related projects.
−Removed: The Company has no contractual commitment for such project investment.
−Removed: 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.
−Removed: 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.
−Removed: Under the amended Credit Agreement, there remain no revolving commitments or revolving loans and the first lien net leverage ratio covenant was eliminated.
−Removed: 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.
−Removed: As such, liquidity attributable to the Co-Issuers, its subsidiaries and other unrestricted subsidiaries is excluded from the calculation.
−Removed: 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.
−Removed: 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.
−Removed: Completion of the 2021 debt restructuring transactions allowed the Company to finalize the surety transaction support agreement described at Note 20.
−Removed: “Financial Instruments, Guarantees With Off-Balance-Sheet Risk and Other Guarantees.”
+Added: As further described below, during 2022, the Company utilized various methods allowable or required under its then-existing debt agreements to retire all of its senior secured long-term debt, leaving only its 2028 Convertible Notes, which are further described below, and various finance lease obligations outstanding at December 31, 2022.
2022 Debt Retirements
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: During the year ended December 31, 2021, the Company sold approximately 24.8 million shares for net cash proceeds of $ 269.8 million.
−Removed: Such proceeds were utilized, in part, for the retirement of debt as described below.
−Removed: 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: 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.
−Removed: 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.
+Added: Upon maturity on March 31, 2022, the Company retired the remaining principal balance of senior secured notes for $ 23.1 million.
+Added: During the year ended December 31, 2022, $ 62.5 million principal amount of the Company’s senior secured notes maturing in 2024 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 the notes’ indenture and the Company’s then-existing letter of credit facility.
+Added: In addition to the $ 0.1 million principal amount of senior secured notes maturing in 2024 repurchased through such offers, the Company repurchased $ 42.2 million of aggregate priority lien obligations under the then-existing letter of credit facility during 2022 at approximately 95 %.
+Added: The repurchases of commitments under the then-existing letter of credit facility 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: During the year ended December 31, 2022, $ 257.4 million principal amount of the Company’s senior secured notes maturing in 2025 was retired using proceeds from the offering of 2028 Convertible Notes, as further described below.
+Added: The remaining senior secured notes maturing in 2025 were retired through an open market repurchase of $ 11.4 million principal amount at 98.00 % and, in accordance with the notes’ indenture, a voluntary prepayment of $ 66.1 million principal amount at 101.59 %.
+Added: The Company’s senior secured term loan maturing in 2025 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 then-existing credit agreement, a voluntary prepayment of $ 276.2 million principal amount at par.
+Added: The senior secured notes and senior secured term loans maturing in 2024 held by certain wholly-owned subsidiaries of the Company (Co-Issuers) were subject to mandatory prepayment offers.
+Added: During the year ended December 31, 2022, the Company prepaid $ 18.5 million principal amount of the Co-Issuer senior secured notes maturing in 2024 at an aggregate cost of $ 19.2 million and $ 17.2 million principal amount of the Co-Issuer senior secured term loans maturing in 2024 at par.
+Added: Voluntary repurchases of Co-Issuer senior secured term loans maturing in 2024 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 senior secured term loans 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.
Peabody Energy Corporation 2023 Form 10-K
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: The Company’s various debt retirements during 2021 resulted in the realization of net gains from early debt extinguishment of $ 33.2 million.
−Removed: 2022 Debt Retirements
−Removed: On March 31, 2022, the Company retired the remaining principal balance of 2022 Notes upon maturity for $ 23.1 million.
−Removed: 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.
−Removed: Such mandatory repurchase offers were required when the Company made open market repurchases of its debt.
−Removed: 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.
−Removed: 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 %.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Such prepayments could be accepted or declined at the option of the debt holders.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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 underlying terms of the Co-Issuer senior secured notes and senior secured term loans maturing in 2024 required parity between holders of Co-Issuer senior secured term loans and holders of Co-Issuer senior secured 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 Co-Issuer senior secured 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 the Co-Issuer senior secured notes maturing in 2024 and $ 2.9 million principal amount of Co-Issuer senior secured term loans maturing in 2024 at an aggregate cost of $ 32.8 million, including certain make whole premium amounts.
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.
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
3.250 % Convertible Senior Notes due 2028
1 unchanged sentence
The 2028 Convertible Notes are senior unsecured obligations of the Company and are governed under an indenture.
−Removed: 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 used the proceeds of the offering of the 2028 Convertible Notes and available cash to redeem $ 62.6 million of senior secured notes maturing in 2024 and $ 257.4 million of senior secured notes maturing in 2025, and to pay related premiums, fees and expenses relating to the offering and redemptions.
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.
8 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
−Removed: The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the indenture.
+Added: The initial conversion rate for the 2028 Convertible Notes was 50.3816 shares of the Company’s common stock per $ 1,000 principal amount of 2028 Convertible Notes, which represented an initial conversion price of approximately $ 19.85 per share of the Company’s common stock.
+Added: The terms of the indenture require conversion rate adjustments upon the payment of dividends to holders of the Company’s common stock once such cumulative dividends impact the conversion rate by at least 1 %.
+Added: Under the applicable conversion rate formula, the dividends declared and paid during the year ended December 31, 2023 and the dividend declared during the three months ending March 31, 2024, yielded a revised conversion rate which met the 1 % threshold to impact the existing conversion rate of 50.3816 .
+Added: As such, effective February 21, 2024, the conversion rate was increased to 51.0440 shares of the Company’s common stock per $ 1,000 principal amount of 2028 Convertible Notes.
+Added: The conversion rate is subject to further adjustment under certain circumstances in accordance with the terms of the indenture.
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: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company may not redeem the 2028 Convertible Notes prior to March 1, 2025.
4 unchanged sentences
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.
−Removed: Peabody Energy Corporation 2022 Form 10-K
During the fourth quarter of 2022, the Company’s reported common stock prices prompted the conversion feature of the 2028 Convertible Notes.
−Removed: As a result, the 2028 Convertible Notes are convertible at the option of the holders during the first quarter of 2023.
−Removed: 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.
−Removed: It is the Company’s current intent and policy to settle any conversions of 2028 Convertible Notes through shares of its common stock.
−Removed: As such, the 2028 Convertible Notes are not classified as a current obligation in the accompanying consolidated balance sheets.
−Removed: 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 a result, the 2028 Convertible Notes were convertible at the option of the holders during the first quarter of 2023.
+Added: However, the Company did not receive any conversion requests.
+Added: During the year ended December 31, 2023, the Company’s reported common stock prices did not prompt the conversion feature of the 2028 Convertible Notes.
+Added: As a result, the 2028 Convertible Notes were not convertible at the option of the holders during 2023, and will not be similarly convertible during the first quarter of 2024.
As of December 31, 2023, the if-converted value of the 2028 Convertible Notes exceeded the principal amount by $ 74.7 million.
2 unchanged sentences
The revolving facility was scheduled to mature in April 2025 and bore interest at a rate of 10.0 % per annum on drawn amounts.
−Removed: 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.
−Removed: 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: 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 coal derivative contracts, which fluctuate depending upon underlying market coal prices.
+Added: Concurrently with the Company’s then-existing 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.
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.
11 unchanged sentences
Non-cash interest expense $ 4.6 $ 17.7 $ 21.3
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Covenant Compliance
−Removed: 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.
+Added: The Company was compliant with all relevant covenants under its debt and other finance agreements at December 31, 2023.
+Added: The April 2023 termination of the Company’s then-existing credit agreement and related letter of credit facility, as described in Note 20.
+Added: “Financial Instruments, Guarantees With Off-Balance-Sheet Risk and Other Guarantees,” eliminated the related compliance requirements as of March 31, 2023 and prospectively.
+Added: Revolving Credit Facility
+Added: On January 18, 2024, the Company established a new revolving credit facility with a maximum aggregate principal amount of $ 320.0 million in revolving commitments by entering into a credit agreement, dated as of January 18, 2024 (the 2024 Credit Agreement), by and among the Company, as borrower, certain subsidiaries of the Company party thereto, PNC Bank, National Association, as administrative agent, and the lenders party thereto.
+Added: The revolving commitments and any related loans, if applicable (any such loans, the Revolving Loans), established by the 2024 Credit Agreement terminate or mature, as applicable, on January 18, 2028, subject to certain conditions relating to the Company’s outstanding 2028 Convertible Notes.
+Added: The Revolving Loans bear interest at a secured overnight financing rate (SOFR) plus an applicable margin ranging from 3.50 % to 4.25 %, depending on the Company’s total net leverage ratio (as defined under the 2024 Credit Agreement) or a base rate plus an applicable margin ranging from 2.50 % to 3.25 %, at the Company’s option.
+Added: The 2024 Credit Agreement contains customary covenants that, among other things and subject to certain exceptions (including compliance with financial ratios), may limit the Company and its subsidiaries’ ability to incur additional indebtedness, make certain restricted payments or investments, 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.
+Added: The 2024 Credit Agreement is secured by substantially all assets of the Company and its U.S.
+Added: subsidiaries, as well as a pledge of two Australian subsidiaries.
Finance Lease Obligations
5 unchanged sentences
“Summary of Significant Accounting Policies” for the Company’s policies regarding “Leases.”
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company and certain of its subsidiaries have guaranteed other subsidiaries’ performance under various lease obligations.
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.
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The components of lease expense for the periods presented below were as follows:
12 unchanged sentences
Total finance lease cost $ 8.9 $ 8.4 $ 8.6
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Supplemental balance sheet information related to leases at December 31, 2023 and 2022 was as follows:
18 unchanged sentences
Finance leases 6.8 %
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Supplemental cash flow information related to leases for the periods presented below was as follows:
9 unchanged sentences
Finance leases 6.7 6.4 24.4
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company's leases have remaining lease terms ranging from 1 year to 9 years, and may include options to extend the terms, as applicable.
3 unchanged sentences
2024 $ 19.0 $ 14.3
+Added: 2025 15.0 5.8
+Added: 2026 14.7 3.0
+Added: 2027 13.2 1.7
2029 and thereafter 4.2 —
6 unchanged sentences
Balance at beginning of period $ 750.0 $ 719.8
−Removed: Liabilities settled or disposed ( 51.7 ) ( 72.4 )
+Added: Liabilities settled ( 60.4 ) ( 51.7 )
Accretion expense 61.3 56.2
2 unchanged sentences
Current portion (included in “Accounts payable and accrued expenses”) 54.2 84.2
−Removed: Noncurrent obligation (included in “Asset retirement obligations”) $ 665.8 $ 654.8
+Added: Noncurrent obligation (included in “Asset retirement obligations, less current portion”) $ 648.6 $ 665.8
Balance at end of period — active locations $ 541.3 $ 557.9
Balance at end of period — closed or inactive locations $ 161.5 $ 192.1
−Removed: 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.
−Removed: 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.
−Removed: “Financial Instruments, Guarantees With Off-Balance-Sheet Risk and Other Guarantees” for a discussion of cash collateral supporting these reclamation bonding requirements.
−Removed: (13) Postretirement Health Care and Life Insurance Benefits
−Removed: The Company currently provides health care and life insurance benefits to qualifying salaried and hourly retirees of its current and certain former subsidiaries and their dependents from benefit plans established by the Company.
−Removed: Plan coverage for health benefits is provided to future hourly and salaried retirees in accordance with the applicable plan document.
−Removed: Life insurance benefits are provided to future hourly retirees in accordance with the applicable labor agreement.
+Added: The Company’s reclamation obligations are secured by surety bonds, which are supported by standby letters of credit and restricted cash, and various other forms of collateral.
+Added: “Financial Instruments, Guarantees With Off-Balance-Sheet Risk and Other Guarantees” for a discussion of the collateral securing the asset retirement obligations.
Peabody Energy Corporation 2023 Form 10-K
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Net periodic postretirement benefit (credit) cost included the following components:
+Added: (13) Postretirement Health Care and Life Insurance Benefits
+Added: The Company currently provides health care and life insurance benefits to qualifying salaried and hourly retirees of its current and certain former subsidiaries and their dependents from benefit plans established by the Company.
+Added: Plan coverage for health benefits is provided to future hourly and salaried retirees in accordance with the applicable plan document.
+Added: Life insurance benefits are provided to future represented hourly retirees in accordance with the Company’s benefit plans and any applicable labor agreement.
+Added: Net periodic postretirement benefit credit included the following components:
Year Ended December 31,
5 unchanged sentences
Amortization of prior service credit ( 53.8 ) ( 53.8 ) ( 46.4 )
−Removed: Net actuarial (gain) loss ( 51.2 ) ( 54.5 ) 16.5
−Removed: Net periodic postretirement benefit (credit) cost $ ( 98.0 ) $ ( 90.4 ) $ 21.7
−Removed: 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: Net actuarial gain ( 2.6 ) ( 51.2 ) ( 54.5 )
+Added: Net periodic postretirement benefit credit $ ( 46.2 ) $ ( 98.0 ) $ ( 90.4 )
+Added: The actuarial gain for all benefit plans in 2023 was primarily due to favorable impact of claims experience for the year offset by the decrease in the discount rate used to measure the benefit obligation.
+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 the expected impact of the Inflation Reduction Act.
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.
−Removed: 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.
The following includes pretax amounts recorded in “Accumulated other comprehensive income”:
8 unchanged sentences
The Company amortizes prior service credit over an amortization period of the average remaining service period to full eligibility for participating employees at the time of the plan change or the expected lifetime of participants in the plan.
−Removed: Prior service credits established during 2021 and 2020 are described below.
+Added: A prior service credit established during 2021 is described below.
The estimated prior service credit that will be amortized from accumulated other comprehensive income into net periodic postretirement benefit cost during the year ending December 31, 2024 is $ 53.0 million.
8 unchanged sentences
Interest cost 10.2 7.0
−Removed: Participant contributions — 0.1
−Removed: Plan amendments — ( 139.5 )
Benefits paid and administrative fees (net of Medicare Part D reimbursements) ( 20.9 ) ( 21.2 )
5 unchanged sentences
Employer contributions 16.3 15.9
−Removed: Participant contributions — 0.1
Benefits paid and administrative fees (net of Medicare Part D reimbursements) ( 20.9 ) ( 21.2 )
7 unchanged sentences
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 ( 13.0 years and 14.0 years were the remaining amortization periods at January 1, 2023 and 2022, respectively).
−Removed: In September 2020, the Company announced changes to its postretirement health care benefit plans for non-represented employees and retirees.
−Removed: Effective January 1, 2021, the Company no longer subsidizes medical costs for Medicare eligible individuals or provides life insurance to salaried and hourly non-union retirees.
−Removed: The Company provides non-Medicare eligible salaried and hourly non-union retirees and eligible dependents a health reimbursement arrangement.
−Removed: There were no changes to benefits for represented participants.
−Removed: The impact of the changes on future benefits reduced the Company’s accumulated postretirement benefit obligation by $ 185.4 million.
−Removed: The reduction was attributable to the elimination of health care benefits upon covered individuals’ attainment of Medicare eligibility and the elimination of life insurance benefits for certain non-represented participants.
−Removed: The reduction in liability was recorded with an offsetting balance in “Accumulated other comprehensive income.” The $ 174.5 million reduction for elimination of health care benefits upon attainment of Medicare eligibility for salaried and non-union hourly retirees and eligible dependents is being amortized to earnings over an average remaining service period to full eligibility for participating employees ( 2.9 years and 3.9 years were the remaining amortization periods at January 1, 2023 and 2022, respectively).
−Removed: The remaining $ 10.9 million for the elimination of life insurance benefits and elimination of health care benefits upon attainment of Medicare eligibility for select non-union retirees is being amortized to earnings over the average remaining life expectancy of the affected plan ( 8.5 years and 9.5 years were the remaining amortization periods at January 1, 2023 and 2022, respectively).
−Removed: A prior service credit established in December 2018 is being amortized to earnings over an average remaining service period to full eligibility for participating employees ( 1.9 years and 2.9 years were the remaining amortization periods at January 1, 2023 and 2022, respectively).
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+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 ( 12.0 years and 13.0 years were the remaining amortization periods at December 31, 2023 and 2022, respectively;
+Added: $ 117.4 million remaining in “Accumulated other comprehensive income” at December 31, 2023).
+Added: A prior service credit established in December 2020 is being amortized to earnings over the average remaining life expectancy of the affected plan ( 7.5 years and 8.5 years were the remaining amortization periods at December 31, 2023 and 2022, respectively;
+Added: $ 7.8 million remaining in “Accumulated other comprehensive income” at December 31, 2023).
+Added: A prior service credit established in September 2020 is being amortized to earnings over an average remaining service period to full eligibility for participating employees ( 1.9 years and 2.9 years were the remaining amortization periods at December 31, 2023 and 2022, respectively;
+Added: $ 63.5 million remaining in “Accumulated other comprehensive income” at December 31, 2023).
+Added: A prior service credit established in December 2018 is being amortized to earnings over an average remaining service period to full eligibility for participating employees ( 0.9 years and 1.9 years were the remaining amortization periods at December 31, 2023 and 2022, respectively;
+Added: $ 0.9 million remaining in “Accumulated other comprehensive income” at December 31, 2023).
The weighted-average assumptions used to determine the benefit obligations for the plans as of the end of each year were as follows:
1 unchanged sentence
Measurement date December 31, 2023 December 31, 2022
−Removed: The weighted-average assumptions used to determine net periodic postretirement benefit (credit) cost for the plans during each period were as follows:
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: The weighted-average assumptions used to determine net periodic postretirement benefit credit for the plans during each period were as follows:
Year Ended December 31,
15 unchanged sentences
Health care cost trend rate assumed for next year (1)
+Added: 9.45 % 6.75 %
Rate to which the cost trend is assumed to decline (the ultimate trend rate) 4.75 % 4.75 %
Year that the rate reaches the ultimate trend rate 2032 2032
+Added: (1) An additional one-time increase of 3 % is applied to claims in 2024 to reflect potential reductions in payments from Center for Medicare and Medicaid Services related to the passage of the Inflation Reduction Act in August 2022.
The Company maintains a Voluntary Employees’ Beneficiary Association (VEBA) trust to pre-fund a portion of benefits for non-represented retirees.
2 unchanged sentences
As of December 31, 2023 and 2022, the asset allocation strategy for the Non-Represented Trust is 30 % in equity and 70 % in fixed income assets.
−Removed: 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.
+Added: The asset strategy may vary over time based on changes in the status of the Non-Represented Trust, the Company’s risk posture and other factors.
A financial instrument’s level within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Following is a description of the valuation techniques and inputs used for investments measured at fair value, including the general classification of such investments pursuant to the valuation hierarchy.
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
equity securities.
3 unchanged sentences
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.
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
International equity securities.
33 unchanged sentences
Total assets at fair value $ 6.3 $ 8.0 $ — $ 14.3
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2022
7 unchanged sentences
Total assets at fair value $ 7.3 $ 10.1 $ — $ 17.4
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Contributions
8 unchanged sentences
One of the Company’s subsidiaries, Peabody Investments Corp.
−Removed: (PIC), sponsors a defined benefit pension plan covering certain U.S.
+Added: (PIC), sponsored a defined benefit pension plan covering certain U.S.
salaried employees and eligible hourly employees at certain PIC subsidiaries (the Peabody Plan).
−Removed: A subsidiary of PIC also has a defined benefit pension plan covering eligible employees who are represented by the UMWA under the Western Surface Agreement (the Western Plan and together with the Peabody Plan, the Pension Plans).
+Added: As discussed further below, the Peabody Plan was terminated in 2022 with assets distributed in 2023.
+Added: A subsidiary of PIC has a defined benefit pension plan covering eligible employees who are represented by the UMWA under the Kayenta Reclamation Agreement of 2020 (the Western Plan and together with the Peabody Plan, the Pension Plans).
Effective May 31, 2008, the Peabody Plan was frozen in its entirety for both participation and benefit accrual purposes.
−Removed: In 2020, the Company announced a program to offer a voluntary lump-sum pension payout to eligible active salaried employees and former salaried employees in the Peabody Plan which would settle the Company’s obligation to them.
−Removed: The program provided participants with a limited time opportunity to elect to receive a lump-sum settlement of their pension benefit or begin to receive their benefit in the form of a monthly annuity in December 2020.
−Removed: 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, excluding service cost” on the consolidated statement of operations.
+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, which was funded directly by the Peabody Plan’s assets.
+Added: The benefit obligation was not transferred to Prudential and the Peabody Plan continued to administer and pay the retirement benefits of Peabody Plan participants, but was reimbursed by Prudential for the payment of all benefits covered by the GAC.
+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 or 2023 as a result of this transaction.
+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 PIC 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: In May 2023, PIC received a favorable determination from the Internal Revenue Service as to the Peabody Plan’s qualified status with respect to its plan termination.
+Added: In February 2023, as part of the Peabody Plan termination process, PIC announced a program to offer a voluntary lump-sum pension payout to certain active and deferred participants of the Peabody Plan which would fully settle the Peabody Plan’s obligation to them.
+Added: The program provided participants with a limited-time opportunity to elect to receive a lump-sum settlement of their pension benefit or begin to receive their benefit in the form of a monthly annuity in May 2023.
+Added: On July 31, 2023, as part of the completion of the standard Employee Retirement Income Security Act plan termination process for the Peabody Plan, the GAC with Prudential was converted from a buy-in group annuity contract to a buy-out group annuity contract, irrevocably transferring the remaining benefit obligation and administration to Prudential.
+Added: Peabody no longer administers or pays the retirement benefits of Peabody Plan participants.
+Added: No cash contributions were required to complete the termination process for the Peabody Plan.
Peabody Energy Corporation 2023 Form 10-K
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The purchase of the GAC was funded directly by the Peabody Plan’s assets.
−Removed: 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.
−Removed: 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.
−Removed: In May 2022, the Board of Directors of PIC approved the termination of the Peabody Plan effective July 31, 2022.
−Removed: 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.
−Removed: As part of the plan termination process, benefits will be distributed to participants or transferred to an insurance company.
−Removed: 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.
−Removed: Net periodic pension cost (credit) included the following components:
+Added: During the year ended December 31, 2023, the Company settled $ 443.2 million of its pension obligations for active and deferred participants in the Peabody Plan with an equal amount paid from plan assets.
+Added: As a result of the termination process, the Company recorded a settlement gain of $ 2.2 million during the year ended December 31, 2023, which was reflected in “Net periodic benefit credit, excluding service cost” on the consolidated statement of operations.
+Added: As a result of the Peabody Plan’s over-funded status, $ 11.1 million was transferred to a Company sponsored employee retirement account (the Qualified Replacement Plan) during December 2023 as part of the distribution of the Peabody Plan assets resulting from the Peabody Plan termination.
+Added: The Company will use the funds in the Qualified Replacement Plan at least ratably over a seven year period.
+Added: Net periodic pension cost included the following components:
Year Ended December 31,
5 unchanged sentences
Settlement ( 2.2 ) — —
−Removed: Net actuarial loss (gain) 20.6 12.7 ( 25.6 )
−Removed: Net periodic pension cost (credit) $ 18.3 $ 10.4 $ ( 29.7 )
−Removed: 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.
−Removed: 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.
−Removed: 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: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Net actuarial loss — 20.6 12.7
+Added: Net periodic pension cost $ 0.4 $ 18.3 $ 10.4
+Added: The actuarial loss for all pension plans in 2022 was primarily due to actual returns on plan assets that were 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.
+Added: The actuarial loss for all pension plans in 2021 was primarily due to actual returns on plan assets that were lower than expected returns for the year, offset by the increase in the discount rate used to measure the benefit obligation.
The following summarizes the change in benefit obligation, change in plan assets and funded status of the Pension Plans:
5 unchanged sentences
Benefits paid ( 36.1 ) ( 55.1 )
−Removed: Actuarial gain ( 137.2 ) ( 29.4 )
+Added: Actuarial loss (gain) 3.4 ( 137.2 )
+Added: Settlement ( 443.2 ) —
Projected benefit obligation at end of period 125.2 580.9
2 unchanged sentences
Actual return on plan assets 23.1 ( 134.0 )
+Added: Employer contributions ( 11.1 ) —
Benefits paid ( 36.1 ) ( 55.1 )
+Added: Settlement ( 443.2 ) —
Fair value of plan assets at end of period 116.0 583.3
4 unchanged sentences
Net amount recognized $ ( 9.2 ) $ 2.4
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: 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:
8 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, 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;
−Removed: respectively, reflecting the impact of the Plans’ asset allocations and capital market expectations.
+Added: Effective January 1, 2024, the Company lowered its expected rate of return on plan assets from 4.65 % to 4.40 % for the Western Plan, reflecting the impact of its asset allocations and capital market expectations.
As of December 31, 2023 and 2022, the accumulated benefit obligation for all plans was $ 125.2 million and $ 580.9 million, respectively, which was equal to the projected benefit obligation for those periods.
−Removed: As of December 31, 2022 and 2021, the plan assets for the Peabody Plan of $ 464.7 million and $ 611.6 million, respectively, exceeded the projected benefit obligation and accumulated benefit obligation for those periods of $ 454.8 million and $ 583.1 million, respectively.
+Added: As of December 31, 2023, there were no plan assets, projected benefit obligation or accumulated benefit obligation for the Peabody Plan.
+Added: As of December 31, 2022, the plan assets for the Peabody Plan of $ 464.7 million exceeded the projected benefit obligation and accumulated benefit obligation of $ 454.8 million.
The projected benefit obligation and accumulated benefit obligation for the Western Plan as of December 31, 2023 and 2022, was $ 125.2 million and $ 126.1 million, respectively, which exceeded the plan assets of $ 116.0 million and $ 118.6 million, respectively, for those periods.
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Assets of the Pension Plans
4 unchanged sentences
As a result of discretionary contributions made in recent years, the Pension Plans have become nearly fully funded and therefore, as of December 31, 2023 and 2022, the Master Trust investment portfolio reflected the Company’s target asset mix of 100 % fixed income investments.
−Removed: Master Trust assets also include investments in various real estate holdings through limited partnerships representing approximately less than 1 % of total Master Trust assets as of both December 31, 2022 and 2021.
−Removed: The Retirement Committees’ intention is to liquidate these real estate holdings when allowable per the terms of the limited partnership agreements.
−Removed: Generally, dissolution and liquidation of the limited partnerships is required before the Master Trust’s real estate holdings can be liquidated.
+Added: Prior to December 31, 2023 the Master Trust assets also included investments in various real estate holdings through limited partnerships.
+Added: The real estate holdings represented approximately less than 1 % of total Master Trust assets as of December 31, 2022.
+Added: All real estate holdings have been liquidated as of December 31, 2023.
Assets of the Master Trust are under management by third-party investment managers, which are selected and monitored by the Retirement Committees.
3 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.
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: 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.
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: 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.
3 unchanged sentences
Group annuity contract.
−Removed: The Master Trust invests in a buy-in GAC to provide a hedge to interest rate movements affecting liabilities.
−Removed: The GAC consists of a nonparticipating single premium group annuity contract.
−Removed: 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.
−Removed: Since there are no observable inputs associated with the valuation, the GAC is classified within the Level 3 valuation hierarchy.
+Added: The Master Trust invested in a buy-in GAC to provide a hedge to interest rate movements affecting liabilities.
+Added: The GAC consisted 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 was 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 were no observable inputs associated with the valuation, the GAC was classified within the Level 3 valuation hierarchy.
Real estate interests .
−Removed: The Master Trust invests in real estate interests for diversification.
−Removed: Investments in real estate represent interests in several limited partnerships, which invest in various real estate properties.
−Removed: Interests in real estate are valued using various methodologies, including independent third party appraisals;
−Removed: fair value measurements are not developed by the Company.
−Removed: For some investments, little market activity may exist and determination of fair value is then based on the best information available in the circumstances.
−Removed: This involves a significant degree of judgment by taking into consideration a combination of internal and external factors.
−Removed: Accordingly, interests in real estate are classified within the Level 3 valuation hierarchy.
−Removed: Some limited partnerships issue dividends to their investors in the form of cash distributions that the Pension Plans invest elsewhere within the Master Trust.
+Added: The Master Trust invested in real estate interests for diversification.
+Added: Investments in real estate represented interests in several limited partnerships, which invest in various real estate properties.
+Added: Interests in real estate were valued using various methodologies, including independent third party appraisals;
+Added: fair value measurements were not developed by the Company.
+Added: For some investments, little market activity may have existed and determination of fair value was then based on the best information available in the circumstances.
+Added: This involved a significant degree of judgment by taking into consideration a combination of internal and external factors.
+Added: Accordingly, interests in real estate were classified within the Level 3 valuation hierarchy.
Private mutual funds .
2 unchanged sentences
The Corporate Bond Fund is not traded on a national securities exchange and is valued at NAV, the practical expedient to estimate fair value.
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.
10 unchanged sentences
Cash funds 3.8 — — 3.8
−Removed: Group annuity contract — — 430.1 430.1
−Removed: Real estate interests — — 0.3 0.3
Total assets at fair value $ 23.1 $ 72.8 $ — 95.9
2 unchanged sentences
Total plan assets $ 116.0
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2022
6 unchanged sentences
Cash funds 9.8 — — 9.8
+Added: Group annuity contract — — 430.1 430.1
Real estate interests — — 0.3 0.3
10 unchanged sentences
Balance, beginning of period $ 430.4 $ 0.3 $ 1.2
−Removed: Realized gains 0.1 0.9 1.6
+Added: Realized (losses) gains ( 10.4 ) 0.1 0.9
Unrealized losses relating to investments still held at the reporting date — ( 68.8 ) ( 0.6 )
1 unchanged sentence
Balance, end of period $ — $ 430.4 $ 0.3
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Contributions
8 unchanged sentences
Years 2029-2033
−Removed: *Estimated future benefit payments reflect Western Plan only as a result of Peabody Plan termination.
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Defined Contribution Plans
1 unchanged sentence
The Company matches voluntary contributions to each plan up to specified levels.
−Removed: In May 2020 the Company amended one of its plans to eliminate the formula for calculating matching contributions and provide the Company sole discretion in making any matching contributions.
−Removed: During the period May 2020 to December 2020 the Company suspended matching contributions due to challenging business conditions of COVID-19.
−Removed: In January 2021 the Company reinstated matching contributions.
+Added: For one plan, the Company has sole discretion in making any matching contributions.
The expense for these plans was $ 21.3 million, $ 20.1 million and $ 9.7 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Discretionary contribution features in the plans allow for additional contributions from the Company.
−Removed: The Company granted discretionary contributions of $ 9.2 million during the year ended December 31, 2022.
−Removed: There were no discretionary contributions granted during the years ended December 31, 2021 and 2020.
−Removed: Discretionary contributions paid during the year ended December 31, 2022 were $ 4.0 million.
−Removed: There were no discretionary contributions paid during the years ended December 31, 2021 and 2020.
+Added: The Company granted discretionary contributions of $ 7.3 million and $ 9.2 million during the years ended December 31, 2023 and 2022, respectively.
+Added: There were no discretionary contributions granted during the year ended December 31, 2021.
+Added: Discretionary contributions paid during the years ended December 31, 2023 and 2022 were $ 4.6 million and $ 4.0 million, respectively.
+Added: There were no discretionary contributions paid during the year ended December 31, 2021.
Superannuation
2 unchanged sentences
A performance contribution feature allows for additional discretionary contributions from the Company.
−Removed: The Company granted discretionary performance contributions of $ 1.6 million during the year ended December 31, 2022.
−Removed: There were no discretionary performance contribution granted for the years ended December 31, 2021 and 2020.
+Added: The Company granted discretionary performance contributions of $ 1.6 million during both the years ended December 31, 2023 and 2022.
+Added: There were no discretionary performance contributions granted for the year ended December 31, 2021.
+Added: Discretionary contributions paid during the year ended December 31, 2023 were $ 1.3 million.
There were no discretionary performance contributions paid during the years ended December 31, 2022 and 2021.
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(15) Stockholders’ Equity
16 unchanged sentences
Shares outstanding at the end of the period 128.7 143.9 133.3
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Preferred Stock
9 unchanged sentences
Treasury Stock
−Removed: Share repurchases.
+Added: Shares repurchases.
+Added: During the fourth quarter of 2020, the Company entered into a transaction support agreement with its surety bond providers which prohibited share repurchases through the earlier of December 31, 2025, or the maturity of the then-existing credit agreement unless otherwise agreed to by the parties to the agreement.
+Added: Additionally, restrictive covenants in its then-existing credit facility also limited the Company’s ability to repurchase shares.
+Added: On April 14, 2023, the Company amended the existing transaction support agreement with the surety bond providers to remove the restrictions on shareholder returns, subject to a minimum liquidity threshold, and terminated the then-existing credit facility, which allows share repurchases.
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
On August 1, 2017, the Board authorized a $ 500 million share repurchase program of the outstanding shares of the Company’s common stock and/or preferred stock (2017 Repurchase Program), which was eventually expanded to $ 1.5 billion during 2018.
−Removed: The Repurchase Program does not have an expiration date and may be discontinued at any time.
−Removed: 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.
−Removed: As of December 31, 2022, there was $ 160.5 million available for repurchase under the Repurchase Program.
−Removed: Share repurchases were suspended by the Company during 2019, and as further described in Note 20.
−Removed: “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 also limit the Company’s ability to repurchase shares.
−Removed: Prior to the suspension, repurchases were made at the Company’s discretion.
−Removed: The specific timing, price and size of purchases depended upon the share price, general market and economic conditions and other considerations, including compliance with various debt agreements in effect at the time repurchases were made.
+Added: Prior to the suspension of the 2017 Repurchase Program, as discussed above, the Company repurchased 41.5 million shares of its Common Stock for $ 1,340.3 million, which included commissions paid of $ 0.8 million.
+Added: On April 17, 2023, the Board authorized a new share repurchase program (2023 Repurchase Program) authorizing repurchases of up to $ 1.0 billion of its Common Stock.
+Added: The 2017 Repurchase Program was superseded and replaced by the 2023 Repurchase Program.
+Added: Through December 31, 2023, the Company repurchased 16.1 million shares of its Common Stock for $ 350.3 million, which included commission fees of $ 0.3 million.
+Added: Of this amount repurchased, $ 2.6 million related to repurchases which settled subsequent to December 31, 2023.
+Added: As of December 31, 2023, the Company had accrued excise taxes of $ 3.3 million related to the repurchases, which were unpaid at December 31, 2023.
+Added: The Company includes commission fees and excise taxes, as incurred, with the cost of treasury stock.
+Added: At December 31, 2023, $ 650.0 million remained available under the 2023 Repurchase Program.
+Added: Under the 2023 Repurchase Program, the Company may purchase shares of common stock at its discretion.
+Added: The manner, timing, pricing and amount of any share repurchase transactions will be based on a variety of factors, including market conditions, applicable legal requirements and alternative opportunities that the Company may have for the use or investment of capital.
Shares relinquished.
6 unchanged sentences
As of December 31, 2023, there are approximately 6.1 million shares of the Company’s Common Stock available for grant.
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Share-Based Compensation Expense and Cash Flows
10 unchanged sentences
Write-off tax benefits related to share-based compensation — — —
−Removed: As of December 31, 2022, the total unrecognized compensation cost related to nonvested awards was $ 4.2 million, net of taxes, which is expected to be recognized over 2.5 years with a weighted-average period of 0.5 years.
+Added: As of December 31, 2023, the total unrecognized compensation cost related to nonvested awards was $ 6.0 million, which is expected to be recognized over 2.3 years with a weighted-average period of 0.9 years.
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Deferred Stock Units
18 unchanged sentences
The total fair value at grant date of restricted stock units granted during the years ended December 31, 2023, 2022 and 2021 was $ 5.5 million, $ 3.9 million and $ 3.1 million, respectively.
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: 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, 2022, there were no nonvested DEUs.
+Added: As of December 31, 2023, there were approximately 7,100 nonvested DEUs.
The total fair value of restricted stock units and DEUs vested was $ 13.8 million, $ 6.8 million and $ 3.3 million during the years ended December 31, 2023, 2022 and 2021, respectively.
3 unchanged sentences
Performance Units
−Removed: Performance units are typically granted annually in January and vest over a three-year measurement period and are primarily limited to senior management personnel.
−Removed: The performance units are usually subject to the achievement of goals based on the following conditions:
+Added: Performance units are typically granted annually in January and vest at the end of a three-year period and are primarily limited to senior management personnel.
+Added: The performance units are usually subject to the achievement of goals.
+Added: The performance units granted during the year ended December 31, 2020 were based on the following conditions:
three-year return on invested capital and environmental reclamation (performance condition).
1 unchanged sentence
The performance units can be increased by up to a maximum of 100 % of the award granted.
−Removed: There were no performance units granted during the years ended December 31, 2022 or 2021.
+Added: There were 384,453 incremental shares granted during the year ended December 31, 2023 as a result the performance condition being satisfied which are included in the table below.
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: The performance units granted during the year ended December 31, 2023 were based on the following conditions:
+Added: two-year free cash flow and environmental reclamation (performance condition).
+Added: In addition, the payout of the performance units can be increased by up to 50 % of the award granted.
+Added: The incremental shares, which can be increased by up to 72,204 shares as of December 31, 2023 if the performance condition is satisfied, are not included in the table below.
Awards granted during the year ended December 31, 2023 will be settled in the Company's Common Stock.
+Added: There were no performance units granted during the years ended December 31, 2022 or 2021.
A summary of performance unit activity is as follows:
2 unchanged sentences
Nonvested at December 31, 2022 450,021 —
+Added: Granted 531,915
Vested ( 834,474 )
4 unchanged sentences
DEUs vest subject to the same vesting requirements as the underlying performance unit award.
−Removed: As of December 31, 2022, there were no nonvested DEUs.
+Added: As of December 31, 2023, there were approximately 2,300 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.
2 unchanged sentences
(17) Other Events
+Added: Coal Deposit Acquisition
+Added: The Company entered into a definitive agreement dated October 26, 2023, with Stanmore SMC Pty Ltd (Stanmore) to acquire the southern part of Stanmore’s Wards Well tenements (Wards Well area) which are adjacent to the Company’s Centurion Mine, previously known as the North Goonyella Mine, in Queensland, Australia.
+Added: The acquisition terms include cash consideration of $ 136 million and a contingent royalty of up to $ 200 million.
+Added: The royalty will only be payable once the Company has recovered its investment and development costs of the Wards Well area and if the average sales price achieved exceeds certain thresholds.
+Added: No royalty is payable if the Company does not commence mining in the Wards Well area.
+Added: Completion of the transaction is subject to the satisfaction of certain conditions, including regulatory approvals.
+Added: North Antelope Rochelle Mine Tornado
+Added: On June 23, 2023, the Company’s North Antelope Rochelle Mine sustained damage from a tornado which led to a temporary suspension of operations.
+Added: The mine resumed operations on June 25, 2023.
+Added: During the year ended December 31, 2023, the Company recorded a provision for loss of $ 12.2 million related to the tornado damage.
+Added: The combined provision includes $ 4.0 million for materials and supplies inventories, $ 1.0 million for buildings and equipment and $ 7.2 million for incremental repair costs.
+Added: The Company anticipates that immaterial incremental repair costs will continue to be recorded in early 2024.
+Added: Shoal Creek Incident
+Added: On March 29, 2023, the Company’s Shoal Creek Mine experienced a fire involving void fill material utilized to stabilize the roof structure of the mine.
+Added: On June 20, 2023, the Company announced that the Shoal Creek Mine, in coordination with the Mine Safety and Health Administration, had safely completed localized sealing of the affected area of the mine.
+Added: In November 2023, longwall coal production commenced in a new area of the mine.
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: During the year ended December 31, 2023, the Company recorded a provision for loss of $ 28.7 million related to the fire.
+Added: The provision includes $ 17.8 million related to longwall development and other costs and $ 10.9 million for equipment deemed inoperable within the affected area of the mine.
+Added: In October 2023, the Company filed an insurance claim against applicable insurance policies with combined business interruption and property loss limits of $ 125 million above a $ 50 million deductible.
+Added: Port and Rail Capacity Assignment
+Added: During the year ended December 31, 2023, the Company entered into two agreements to assign the right to its excess port and rail capacity related to its Centurion Mine to unrelated parties.
+Added: In the first transaction, the Company assigned its right in exchange for $ 30.0 million Australian dollars.
+Added: Half of such amount was received by the Company upon entry into the agreement, and half is payable in June 2024, subject to certain conditions.
+Added: In connection with the transaction, the Company recorded revenue of $ 19.2 million during the year ended December 31, 2023 and had a discounted receivable of $ 9.6 million included in “Accounts receivable, net” as of December 31, 2023.
+Added: In the second transaction, the Company assigned its right in exchange for $ 10.0 million Australian dollars, all of which was received as of December 31, 2023.
+Added: In connection with the transaction, the Company recorded revenue of $ 6.7 million during the year ended December 31, 2023.
Divestitures and Other Transactions
3 unchanged sentences
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.
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: 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 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.
−Removed: United Wambo Joint Venture with Glencore
−Removed: In December 2019 the Company formed an unincorporated joint venture with Glencore plc (Glencore), in which the Company holds a 50 % interest, to combine the existing operations of the Company’s Wambo Open-Cut Mine in Australia with the adjacent coal reserves of Glencore’s United Mine.
−Removed: The Company proportionally consolidates the entity based upon its economic interest.
−Removed: Both parties contributed mining tenements upon formation of the joint venture (United Wambo Joint Venture), and combined operations commenced in December 2020.
−Removed: 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, 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.
−Removed: Glencore is responsible for managing the mining operations of the joint venture.
+Added: The Company recorded a gain of $ 24.6 million in connection with the sale, which is included within “(Loss) income from discontinued operations, net of income taxes” in the accompanying consolidated statements of operations for the year ended December 31, 2021.
(18) Earnings per Share (EPS)
11 unchanged sentences
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).
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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: 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, which includes the amortization of debt issuance costs, related to the convertible debt.
Peabody Energy Corporation 2023 Form 10-K
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: The computation of diluted EPS excluded aggregate share-based compensation awards of less than 0.1 million for all of the years ended December 31, 2023, 2022 and 2021, because to do so would have been anti-dilutive for those periods.
+Added: 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.
+Added: 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.
The following illustrates the earnings allocation method utilized in the calculation of basic and diluted EPS:
3 unchanged sentences
Basic EPS numerator:
−Removed: Income (loss) from continuing operations, net of income taxes $ 1,317.4 $ 347.4 $ ( 1,859.8 )
−Removed: Net income (loss) attributable to noncontrolling interests 22.0 11.3 ( 3.5 )
−Removed: Income (loss) from continuing operations attributable to common stockholders 1,295.4 336.1 ( 1,856.3 )
−Removed: Income (loss) from discontinued operations, net of income taxes 1.7 24.0 ( 14.0 )
−Removed: Net income (loss) attributable to common stockholders $ 1,297.1 $ 360.1 $ ( 1,870.3 )
+Added: Income from continuing operations, net of income taxes $ 816.0 $ 1,317.4 $ 347.4
+Added: Net income attributable to noncontrolling interests 56.0 22.0 11.3
+Added: Income from continuing operations attributable to common stockholders 760.0 1,295.4 336.1
+Added: (Loss) income from discontinued operations, net of income taxes ( 0.4 ) 1.7 24.0
+Added: Net income attributable to common stockholders $ 759.6 $ 1,297.1 $ 360.1
Diluted EPS numerator:
−Removed: Income (loss) from continuing operations, net of income taxes $ 1,317.4 $ 347.4 $ ( 1,859.8 )
+Added: Income from continuing operations, net of income taxes $ 816.0 $ 1,317.4 $ 347.4
Tax adjusted interest expense related to 2028 Convertible Notes 12.2 8.7 —
−Removed: Net income (loss) attributable to noncontrolling interests 22.0 11.3 ( 3.5 )
−Removed: Income (loss) from continuing operations attributable to common stockholders 1,304.1 336.1 ( 1,856.3 )
−Removed: Income (loss) from discontinued operations, net of income taxes 1.7 24.0 ( 14.0 )
−Removed: Net income (loss) attributable to common stockholders $ 1,305.8 $ 360.1 $ ( 1,870.3 )
+Added: Net income attributable to noncontrolling interests 56.0 22.0 11.3
+Added: Income from continuing operations attributable to common stockholders 772.2 1,304.1 336.1
+Added: (Loss) income from discontinued operations, net of income taxes ( 0.4 ) 1.7 24.0
+Added: Net income attributable to common stockholders $ 771.8 $ 1,305.8 $ 360.1
EPS denominator:
4 unchanged sentences
Basic EPS attributable to common stockholders:
−Removed: Income (loss) from continuing operations $ 9.12 $ 3.03 $ ( 18.99 )
−Removed: Income (loss) from discontinued operations 0.01 0.21 ( 0.15 )
−Removed: Net income (loss) attributable to common stockholders $ 9.13 $ 3.24 $ ( 19.14 )
+Added: Income from continuing operations $ 5.52 $ 9.12 $ 3.03
+Added: (Loss) income from discontinued operations — 0.01 0.21
+Added: Net income attributable to common stockholders $ 5.52 $ 9.13 $ 3.24
Diluted EPS attributable to common stockholders:
−Removed: Income (loss) from continuing operations $ 8.29 $ 3.00 $ ( 18.99 )
−Removed: Income (loss) from discontinued operations 0.02 0.22 ( 0.15 )
−Removed: Net income (loss) attributable to common stockholders $ 8.31 $ 3.22 $ ( 19.14 )
+Added: Income from continuing operations $ 5.00 $ 8.29 $ 3.00
+Added: (Loss) income from discontinued operations — 0.02 0.22
+Added: Net income attributable to common stockholders $ 5.00 $ 8.31 $ 3.22
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(19) Management — Labor Relations
4 unchanged sentences
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.
−Removed: 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.
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: The Mining and Energy Union (MEU) generally represents the Company’s Australian subsidiaries’ hourly production and engineering employees, including those employed through contract mining relationships.
The following table presents the Company’s active and inactive mining operations as of December 31, 2023 in which the employees are represented by organized labor unions:
2 unchanged sentences
Shoal Creek 270 UMWA December 2024
−Removed: Wilpinjong 465 CFMMEU June 2024
−Removed: Coppabella 330 CFMMEU February 2026
−Removed: 225 N/A June 2023
−Removed: Underground employees 150 CFMMEU May 2025
+Added: Wilpinjong 440 MEU June 2024
+Added: Coppabella 325 MEU February 2026
+Added: 210 MEU June 2023
+Added: Centurion (2)
+Added: Underground employees 165 MEU May 2025
Handling and preparation plant employees (3)
−Removed: 20 CFMMEU May 2021
Wambo Underground
−Removed: Underground employees 120 CFMMEU November 2025
−Removed: Handling and preparation plant employees 20 CFMMEU August 2025
+Added: Underground employees 120 MEU November 2025
+Added: Handling and preparation plant employees 20 MEU August 2025
(1) Employees of the Moorvale Mine operate on individual contracts under a direct engagement model.
−Removed: Such contracts are modeled after the Company’s former labor agreement with CFMMEU which ended in 2017.
−Removed: According to a memorandum of understanding between the Company and employees, individual contracts may be renegotiated in June 2023.
−Removed: (2) The Company, employees and the CFMMEU are currently negotiating a new labor agreement.
+Added: Such contracts are modeled after the Company’s former labor agreement with the MEU which ended in 2017.
+Added: The Company is currently negotiating a new labor agreement with the MEU and employees.
+Added: (2) The Company and employees have agreed to a new four-year term labor agreement in December, and it is lodged with the Fair Work Commission for approval.
+Added: (3) The Company, employees and the MEU have agreed to a new three-year term labor agreement in December, and it is lodged with the Fair Work Commission for approval.
(20) Financial Instruments, Guarantees With Off-Balance-Sheet Risk and Other Guarantees
In the normal course of business, the Company is a party to various guarantees and financial instruments that carry off-balance-sheet risk and are not reflected in the accompanying consolidated balance sheets.
−Removed: At December 31, 2022, such instruments included $ 1,376.8 million of surety bonds and $ 569.6 million of letters of credit.
Such financial instruments provide support for the Company’s reclamation bonding requirements, lease obligations, insurance policies and various other performance guarantees.
1 unchanged sentence
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 an agreement with the providers of its surety bond portfolio to resolve previous collateral demands.
−Removed: In accordance with the agreement, the Company initially provided $ 75.0 million of collateral, in the form of letters of credit.
−Removed: Upon completion of the 2021 debt restructuring transactions described in Note 10.
−Removed: “Long-term Debt”, other provisions of the agreement became effective.
−Removed: 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.
−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 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.
−Removed: 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.
−Removed: The Company will not pay dividends or make share repurchases during the standstill period, unless otherwise agreed between parties.
Peabody Energy Corporation 2023 Form 10-K
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Reclamation Bonding
−Removed: The Company is required to provide various forms of financial assurance in support of its mining reclamation obligations in the jurisdictions in which it operates.
−Removed: Such requirements are typically established by statute or under mining permits.
−Removed: At December 31, 2022, the Company’s asset retirement obligations of $ 750.0 million were supported by surety bonds of $ 1,250.1 million, as well as letters of credit issued under the Company’s receivables securitization program and Revolver.
−Removed: Letters of credit issued at December 31, 2022, which served as collateral for surety bonds in support of asset retirement obligations, amounted to $ 431.7 million.
+Added: The following table summarizes the Company’s financial instruments that carry off-balance-sheet risk.
+Added: December 31, 2023
+Added: Reclamation Support Other Support (1)
+Added: (Dollars in millions)
+Added: Surety bonds $ 1,022.6 $ 117.3 $ 1,139.9
+Added: Letters of credit (2)
+Added: 6.0 102.1 108.1
+Added: 1,028.6 219.4 1,248.0
+Added: Letters of credit in support of surety bonds (3)
+Added: ( 6.0 ) ( 12.2 ) ( 18.2 )
+Added: Obligations supported, net $ 1,022.6 $ 207.2 $ 1,229.8
+Added: (1) Instruments support obligations related to pension and health care plans, workers’ compensation, property and casualty insurance, customer and vendor contracts, and certain restoration ancillary to prior mining activities.
+Added: (2) Amounts do not include cash collateralized letters of credit.
+Added: (3) Certain letters of credit serve as collateral for surety bonds at the request of surety bond providers.
+Added: Surety Agreement Amendment and Collateral Requirements
+Added: In April 2023, the Company amended its existing agreement with the providers of its surety bond portfolio, dated November 6, 2020.
+Added: Under the agreement, the Company was required to post collateral on a periodic basis through December 31, 2025.
+Added: Prior to the April 2023 amendment, the Company had posted cumulative collateral of $ 557.8 million, primarily in the form of letters of credit.
+Added: Under the April 2023 amendment, the Company and its surety providers agreed to a maximum aggregate collateral amount of $ 721.8 million based upon bonding levels at the effective date of the amendment.
+Added: This maximum collateral amount represented a negotiated increase from the uncapped cumulative collateral amount prior to the amendment and will vary prospectively as bonding levels increase or decrease.
+Added: The amendment also removed restrictions on the payment of dividends and share repurchases, and extended the agreement through December 31, 2026.
+Added: In order to maintain the new maximum collateral standstill, the Company must remain compliant with a minimum liquidity test and a maximum net leverage ratio, as measured each quarter.
+Added: The minimum liquidity test requires the Company to maintain liquidity at the greater of $ 400 million or the difference between the penal sum of all surety bonds and the amount of collateral posted in favor of surety providers, which was $ 555.2 million at December 31, 2023.
+Added: The Company must also maintain a maximum net leverage ratio of 1.5 to 1.0 , where the numerator consists of its funded debt, net of cash, and the denominator consists of its Adjusted EBITDA for the trailing twelve months.
+Added: For purposes of calculating the ratio, only 50 % of the outstanding principal amount of the Company’s 2028 Convertible Notes is deemed to be funded debt.
+Added: The Company’s ability to pay dividends and make share repurchases is also subject to the quarterly minimum liquidity test.
+Added: The Company is in compliance with such requirements, which commenced for the second quarter of 2023.
+Added: The Company granted second liens on $ 200.0 million of mining equipment under the original agreement, which remain in force under the April 2023 amendment.
+Added: To fund the maximum collateral amount, the Company deposited $ 566.3 million into trust accounts for the benefit of certain surety providers on March 31, 2023.
+Added: The remainder was comprised of $ 140.5 million of existing cash-collateralized letters of credit and $ 15.0 million already held on behalf of a surety provider.
+Added: The amendment became effective on April 14, 2023, when the Company terminated a then-existing credit agreement which, as amended, provided for $ 237.2 million of capacity for irrevocable standby letters of credit (LC Facility).
+Added: All letters of credit that were outstanding under the LC Facility were cancelled upon its termination and, in certain cases, replaced by cash-collateralized letters of credit or letters of credit issued under the Company’s accounts receivable securitization program.
+Added: The now-terminated LC Facility had an original capacity of $ 324.0 million and was subsequently amended at various dates to reduce its capacity and effect certain other changes, including in February 2023 to reduce capacity by $ 65.0 million, accelerate the 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: The Company recorded early debt extinguishment losses of $ 8.8 million during the year ended December 31, 2023 as a result of the February 2023 amendment and subsequent termination.
+Added: Prior to its termination, undrawn letters of credit under the LC Facility bore interest at 6.00 % per annum and unused commitments were subject to a 0.50 % per annum commitment fee.
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Accounts Receivable Securitization
−Removed: The Company entered into the Sixth Amended and Restated Receivables Purchase Agreement, as amended, dated as of April 3, 2017 (the Receivables Purchase Agreement) to extend the Company’s receivables securitization facility previously in place and expand that facility to include certain receivables from the Company’s Australian operations.
−Removed: The receivables securitization program (Securitization Program) is subject to customary events of default set forth in the Receivables Purchase Agreement.
−Removed: The Receivables Purchase Agreement was amended in January 2022 to extend the Securitization Program to January 2025 and reduce the available funding capacity from $ 250.0 million to $ 175.0 million.
−Removed: Such funding is accounted for as a secured borrowing, limited to the availability of eligible receivables, and may be secured by a combination of collateral and the trade receivables underlying the program, from time to time.
−Removed: Funding capacity under the Securitization Program may also be utilized for letters of credit in support of other obligations.
−Removed: 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.
−Removed: 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).
−Removed: At December 31, 2022, the Company had no outstanding borrowings and $ 168.0 million of letters of credit issued under the Securitization Program.
−Removed: The letters of credit were primarily in support of reclamation obligations.
+Added: In 2017, the Company entered into the Sixth Amended and Restated Receivables Purchase Agreement, as amended from time to time (the Receivables Purchase Agreement.) The receivables securitization program authorized under the agreement (Securitization Program) is subject to customary events of default.
+Added: The Receivables Purchase Agreement was amended in February 2023 to increase the available funding capacity from $ 175.0 million to $ 225.0 million and adjust the relevant interest rate for borrowings to a SOFR.
+Added: Such funding is accounted for as a secured borrowing, limited to the availability of eligible receivables, and may be secured by a combination of collateral and the trade receivables underlying the program.
+Added: Funding capacity under the Securitization Program may also be utilized for letters of credit in support of other obligations, which has been the Company’s primary utilization.
+Added: Borrowings under the Securitization Program bear interest at SOFR plus 2.1 % per annum and remain outstanding throughout the term of the agreement, subject to the Company maintaining sufficient eligible receivables.
+Added: At December 31, 2023, the Company had no outstanding borrowings and $ 108.1 million of letters of credit outstanding under the Securitization Program, primarily in support of reclamation obligations.
Availability under the Securitization Program, which is adjusted for certain ineligible receivables, was $ 90.4 million at December 31, 2023.
−Removed: The Company was not required to post cash collateral under the Securitization Program at either December 31, 2022 or 2021.
+Added: The Company was not required to post cash collateral under the Securitization Program at December 31, 2023.
The Company incurred interest and fees associated with the Securitization Program of $ 3.6 million, $ 3.8 million and $ 2.9 million during the years ended December 31, 2023, 2022 and 2021, 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, expected to primarily support reclamation bonding requirements.
+Added: In February 2022, the Company entered into an agreement, which provides up to $ 250.0 million of capacity for irrevocable standby letters of credit, primarily to 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.
1 unchanged sentence
The agreement has an initial expiration date of December 31, 2025.
−Removed: 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.
−Removed: Cash Collateral Arrangements
−Removed: 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.
−Removed: Such collateral balances amounted to $ 23.8 million at December 31, 2021, including $ 15.0 million related to reclamation.
+Added: At December 31, 2023, letters of credit of $ 167.0 million were outstanding under the agreement, which were collateralized by cash of $ 172.0 million.
Peabody Energy Corporation 2023 Form 10-K
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Restricted Cash and Collateral
+Added: The following table summarizes the Company’s “Restricted cash and collateral” in the accompanying consolidated balance sheets.
+Added: Restricted cash balances are held in controlled accounts with minimum balance requirements;
+Added: withdrawals are subject to the approval of account beneficiaries, such as the Company’s surety providers, who have perfected security interests in the funds.
+Added: The Company’s other collateral generally includes deposits held by regulatory authorities or financial institutions over which the Company has no control or ability to access.
+Added: December 31, 2023 December 31, 2022
+Added: (Dollars in millions)
+Added: Restricted cash (1)
+Added: Surety trust accounts (2)
+Added: Collateralized letters of credit funding (2)
+Added: Cash backed bank guarantees (2)
+Added: Other collateral (1)
+Added: Deposits with regulatory authorities for reclamation and other obligations 276.7 33.6
+Added: LC Facility (3)
+Added: Deposit held on behalf of surety — 15.0
+Added: Restricted cash and collateral $ 957.6 $ 187.4
+Added: (1) Restricted cash balances are combined with unrestricted cash and cash equivalents in the accompanying consolidated statements of cash flows;
+Added: changes in restricted cash balances are thus not reflected in the operating, investing or financing activities therein.
+Added: Changes in other collateral balances are reflected as operating activities therein.
+Added: (2) Surety trust accounts, the funding for collateralized letters of credit and cash supporting the bank guarantees are comprised of highly liquid investments with original maturities of three months or less;
+Added: interest and other earnings on such funds accrue to the Company.
+Added: (3) Balance related to the Company’s mandatory repurchase of $ 30.0 million priority lien obligations under the LC Facility during 2022 at approximately 95 %.
+Added: The Company received approximately $ 30.0 million upon termination of the LC Facility on April 14, 2023.
The Company is the lessee under numerous equipment and property leases.
8 unchanged sentences
Unconditional Purchase Obligations
−Removed: 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.
+Added: As of December 31, 2023, purchase commitments for capital expenditures were $ 86.1 million, all of which is obligated within the next two years, with $ 79.3 million obligated within the next 12 months.
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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.
7 unchanged sentences
Litigation and Matters Relating to Continuing Operations
−Removed: Securities Class Action.
−Removed: On September 28, 2020, the Oklahoma Firefighters Pension and Retirement System brought a lawsuit, styled In Re Peabody Energy Corporation Securities Litigation No.
−Removed: 1:20-cv-08024 (PKC), against the Company and certain of its officers in the U.S.
−Removed: 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 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.
−Removed: On January 12, 2021, the Court appointed the Oregon Public Employees Retirement Fund as lead plaintiff.
−Removed: On January 25, 2021, the Court entered a scheduling order for this matter.
−Removed: Plaintiffs filed their amended complaint on March 19, 2021.
−Removed: The defendants filed a pre-motion letter on April 30, 2021, while the Plaintiffs’ response letter was filed on May 6, 2021.
−Removed: The defendants filed their motion to dismiss on June 7, 2021.
−Removed: The Plaintiffs’ opposition brief to the motion to dismiss was filed on July 22, 2021.
−Removed: The defendants filed their reply to Plaintiffs’ opposition on August 23, 2021, which completed briefing.
−Removed: On March 7, 2022, the Court granted in part and denied in part the defendants’ motion to dismiss.
−Removed: As a result of this decision, only Plaintiffs’ allegations relating to the Company’s September 25, 2018 statements remained in the case.
−Removed: On May 13, 2022, the Court entered a Case Management and Scheduling Order.
−Removed: 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.
−Removed: 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.
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: On October 13, 2022, the Court entered an Order of Preliminary Approval of the settlement agreement.
−Removed: On February 7, 2023, the Court entered an order of final approval of the settlement agreement thereby fully resolving the litigation.
−Removed: Derivative Actions.
−Removed: On December 22, 2020, a plaintiff (Phelps), putatively on behalf of the Company, brought a shareholder derivative lawsuit, styled Phelps v.
−Removed: Samantha Algaze, et al.
−Removed: 1:20-cv-01747-UNA (D.
−Removed: 22, 2020), in the U.S.
−Removed: District Court for the District of Delaware against certain directors and former officers of the Company, as defendants.
−Removed: The Company was also named as a nominal defendant.
−Removed: The plaintiff did not make a demand on the Company’s board before instituting the lawsuit and alleges such demand would have been futile.
−Removed: In the complaint, the plaintiff alleges that the defendants failed to disclose adverse facts relating to the safety practices at the Company’s North Goonyella Mine, thereby leading to a September 28, 2018 fire, and allegedly failed to disclose adverse facts pertaining to the feasibility of reopening the mine.
−Removed: The derivative complaint alleges (i) contribution against certain current and former officers for securities fraud based on the Securities Class Action, and against all defendants, (ii) breach of fiduciary duties, (iii) waste of corporate assets for causing the Company to incur legal liability and (iv) unjust enrichment.
−Removed: On February 10, 2021, a second plaintiff (Di Fusco), putatively on behalf of the Company, filed a similar shareholder derivative lawsuit, styled Di Fusco v.
−Removed: Glenn Kellow, et al.
−Removed: 1:21-cv-00183-UNA (D.
−Removed: 10, 2021), in the U.S.
−Removed: District Court for the District of Delaware against the directors and current and former officers of the Company, as defendants.
−Removed: The Company was named as a nominal defendant.
−Removed: 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 ruled on the motion to dismiss in the Securities Class Action.
−Removed: 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.
−Removed: 419a)(1)(A)(ii) for the Phelps and Di Fusco matters;
−Removed: effectively closing the shareholder derivative lawsuits.
Metropolitan Mine Stormwater Discharge.
−Removed: Over the past two years, there has been significantly high rainfall in New South Wales, including unprecedented rain totals at the Metropolitan Mine site.
−Removed: 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.
−Removed: As a result, on multiple occasions throughout 2021 and 2022 stormwater has been discharged from the mine site.
−Removed: 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.
−Removed: 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.
−Removed: The Environment Protection Authority is investigating potential offenses against the environmental protection legislation arising from the discharges.
−Removed: Puerto Rico Climate Change Lawsuit .
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: As of February 17, 2023, the Company has not been properly served with a complaint in the matter styled:
−Removed: The Municipalities of Puerto Rico v.
−Removed: Exxon Mobil et al., Case No.
−Removed: 3:22-cv-01550 (USDC D.P.R.).
+Added: Over the past few 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 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 was 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 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 commenced a prosecution for five breaches of the Protection of the Environment Operations Act 1997 on September 6, 2023.
+Added: Oregon Climate Change Lawsuit .
+Added: On July 20, 2023, Peabody Energy was served with a summons issued on behalf of Multnomah County, Oregon.
+Added: The complaint seeks damages from the Company and other major energy producers for allegedly causing an “extreme heat event” in Multnomah County in late June and early July 2021.
+Added: The causes of action, pursuant to Oregon state law, include a failure to warn, false or misleading advertisement and public nuisance.
+Added: The Company will defend the claim and will continue to assert all applicable defenses available in regards to these claims.
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.
−Removed: Based on current information, the Company believes that such other pending or threatened proceedings are likely to be resolved without a material adverse effect on its financial condition, results of operations or cash flows.
+Added: Based on current information, the Company believes that such other pending or threatened proceedings are likely to be resolved without a material adverse effect on its consolidated financial condition, results of operations or cash flows.
The Company reassesses the probability and estimability of contingent losses as new information becomes available.
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Claims, Litigation and Settlements Relating to Indemnities or Historical Operations
3 unchanged sentences
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.
−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.
+Added: In May 2015, Patriot again filed voluntary petitions for relief under the Bankruptcy Code and subsequently initiated a process to sell substantially all of its assets to qualified bidders.
On October 9, 2015, Patriot’s bankruptcy court entered an order confirming Patriot’s plan of reorganization, which provided, among other things, for the sale of substantially all of Patriot’s assets to two different buyers.
5 unchanged sentences
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 $ 82.3 million and $ 87.2 million at December 31, 2022 and 2021, respectively.
−Removed: 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.
−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.
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+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 (the Patriot Federal Black Lung Claims).
+Added: The Company’s accounting for the black lung liabilities related to Patriot was based on an interpretation of applicable statutes.
+Added: Management believed that inconsistencies existed among the applicable statutes, regulations promulgated under those statutes and the DOL’s interpretative guidance.
+Added: The Company sought clarification from the DOL regarding these inconsistencies and challenged the DOL’s position in individual black lung claims.
+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 at December 31, 2022.
+Added: The liability, which was classified as discontinued operations, was included in the Company’s consolidated balance sheet within “Accounts payable and accrued expenses” and “Other noncurrent liabilities.”
+Added: On August 8, 2023, the Company entered into a settlement agreement to resolve the liability dispute with the DOL.
+Added: In accordance with the settlement agreement, the Company paid $ 72.0 million to settle the Patriot Federal Black Lung Claims, with the exception of approximately $ 4.2 million of certain claims for attorney’s fees and additional compensation due to claimants not paid during appeal.
+Added: As a result of the settlement, the Company recognized a $ 3.9 million gain within “(Loss) income from discontinued operations, net of income taxes” during the year ended December 31, 2023.
(22) Segment and Geographic Information
The Company reports its results of operations primarily through the following reportable segments:
−Removed: Seaborne Thermal Mining, Seaborne Metallurgical Mining, Powder River Basin Mining, Other U.S.
−Removed: Thermal Mining and Corporate and Other.
+Added: Seaborne Thermal, Seaborne Metallurgical, Powder River Basin, Other U.S.
+Added: Thermal and Corporate and Other.
The business of the Company’s seaborne operating platform is primarily export focused with customers spread across several countries, with a portion of its thermal and metallurgical coal sold within Australia.
Generally, 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.
−Removed: 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.
−Removed: A small portion of the coal mined by the Seaborne Thermal Mining segment is of a metallurgical grade.
−Removed: Similarly, a small portion of the coal mined by the Seaborne Metallurgical Mining segment is of a thermal grade.
+Added: The Company classifies its seaborne mines within the Seaborne Thermal or Seaborne Metallurgical segments based on the primary customer base and coal reserve type of each mining operation.
+Added: A small portion of the coal mined by the Seaborne Thermal segment is of a metallurgical grade.
+Added: Similarly, a small portion of the coal mined by the Seaborne Metallurgical segment is of a thermal grade.
Additionally, the Company may market some of its metallurgical coal products as a thermal coal product from time to time depending on market conditions.
−Removed: The Company’s Seaborne Thermal Mining operations consist of mines in New South Wales, Australia.
+Added: The Company’s Seaborne Thermal operations consist of mines in New South Wales, Australia.
The mines in that segment utilize both surface and underground extraction processes to mine low-sulfur, high Btu thermal coal.
−Removed: The Company’s Seaborne Metallurgical Mining operations consist of mines in Queensland, Australia, one in New South Wales, Australia and one in Alabama, USA.
+Added: The Company’s Seaborne Metallurgical operations consist of mines in Queensland, Australia, one in New South Wales, Australia and one in Alabama, USA.
The mines in that segment utilize both surface and underground extraction processes to mine various qualities of metallurgical coal.
The metallurgical coal qualities include hard coking coal, semi-hard coking coal, semi-soft coking coal and pulverized coal injection coal.
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The principal business of the Company’s thermal operating segments in the U.S.
1 unchanged sentence
under long-term contracts, with a relatively small portion sold as international exports as conditions warrant.
−Removed: The Company’s Powder River Basin Mining operations consist of its mines in Wyoming.
+Added: The Company’s Powder River Basin operations consist of its mines in Wyoming.
The mines in that segment are characterized by surface mining extraction processes, coal with a lower sulfur content and Btu and higher customer transportation costs (due to longer shipping distances).
The Company’s Other U.S.
−Removed: Thermal Mining operations reflect the aggregation of its Illinois, Indiana, New Mexico and Colorado mining operations.
+Added: Thermal 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).
−Removed: Geologically, the Company’s Powder River Basin Mining operations mine sub-bituminous coal deposits and its Other U.S.
−Removed: Thermal Mining operations mine both bituminous and sub-bituminous coal deposits.
+Added: Geologically, the Company’s Powder River Basin operations mine sub-bituminous coal deposits and its Other U.S.
+Added: Thermal operations mine both bituminous and sub-bituminous coal deposits.
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, defined as its Chief Executive Officer, uses Adjusted EBITDA as the primary metric to measure the segments’ operating performance and allocate resources.
−Removed: 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.
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: The Company’s CODM, defined as its Chief Executive Officer, uses Adjusted EBITDA as the primary metric to measure the segments’ operating performance and allocate resources.
+Added: Adjusted EBITDA is a non-GAAP financial measure defined as income 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.
3 unchanged sentences
Segment results for the year ended December 31, 2023 were as follows:
−Removed: Seaborne Thermal Mining Seaborne Metallurgical Mining Powder River Basin Mining Other U.S.
−Removed: Thermal Mining Corporate
+Added: Seaborne Thermal Seaborne Metallurgical Powder River Basin Other U.S.
+Added: Thermal Corporate
and Other Consolidated
6 unchanged sentences
Segment results for the year ended December 31, 2022 were as follows:
−Removed: Seaborne Thermal Mining Seaborne Metallurgical Mining Powder River Basin Mining Other U.S.
−Removed: Thermal Mining Corporate
+Added: Seaborne Thermal Seaborne Metallurgical Powder River Basin Other U.S.
+Added: Thermal Corporate
and Other Consolidated
6 unchanged sentences
Segment results for the year ended December 31, 2021 were as follows:
−Removed: Seaborne Thermal Mining Seaborne Metallurgical Mining Powder River Basin Mining Other U.S.
−Removed: Thermal Mining Corporate
+Added: Seaborne Thermal Seaborne Metallurgical Powder River Basin Other U.S.
+Added: Thermal Corporate
and Other Consolidated
4 unchanged sentences
88.6 25.1 41.4 24.2 3.8 183.1
−Removed: Loss from equity affiliates — — — — 60.1 60.1
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Income from equity affiliates — — — — ( 82.1 ) ( 82.1 )
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.
1 unchanged sentence
Assets related to closed, suspended or otherwise inactive mines are included within the Corporate and Other category.
+Added: Assets related to the Company’s Centurion Mine, which is in redevelopment and targeted to commence mining of development coal in the second quarter of 2024, are included in the Seaborne division level as of December 31, 2023.
Assets as of December 31, 2023 were as follows:
−Removed: Seaborne Mining U.S.
−Removed: Thermal Mining Corporate
+Added: Seaborne U.S.
+Added: Thermal Corporate
and Other Consolidated
4 unchanged sentences
Operating lease right-of-use assets 33.1 25.0 3.8 61.9
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Assets as of December 31, 2022 were as follows:
−Removed: Seaborne Mining U.S.
−Removed: Thermal Mining Corporate
+Added: Seaborne U.S.
+Added: Thermal Corporate
and Other Consolidated
5 unchanged sentences
Assets as of December 31, 2021 were as follows:
−Removed: Seaborne Mining U.S.
−Removed: Thermal Mining Corporate
+Added: Seaborne U.S.
+Added: Thermal Corporate
and Other Consolidated
4 unchanged sentences
Operating lease right-of-use assets 19.2 3.3 13.0 35.5
−Removed: Peabody Energy Corporation 2022 Form 10-K
−Removed: PEABODY ENERGY CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: A reconciliation of consolidated income (loss) from continuing operations, net of income taxes to Adjusted EBITDA follows:
+Added: A reconciliation of consolidated income from continuing operations, net of income taxes to Adjusted EBITDA follows:
Year Ended December 31,
1 unchanged sentence
(Dollars in millions)
−Removed: Income (loss) from continuing operations, net of income taxes $ 1,317.4 $ 347.4 $ ( 1,859.8 )
+Added: Income from continuing operations, net of income taxes $ 816.0 $ 1,317.4 $ 347.4
Depreciation, depletion and amortization 321.4 317.6 308.7
1 unchanged sentence
Restructuring charges 3.3 2.9 8.3
−Removed: Transaction costs related to joint ventures — — 23.1
Asset impairment 2.0 11.2 —
+Added: Provision for NARM and Shoal Creek losses 40.9 — —
Changes in deferred tax asset valuation allowance and reserves and amortization of basis difference related to equity affiliates ( 1.6 ) ( 2.3 ) ( 33.8 )
4 unchanged sentences
( 0.3 ) ( 27.8 ) ( 43.4 )
−Removed: Unrealized losses on derivative contracts related to forecasted sales 35.8 115.1 29.6
−Removed: Unrealized losses (gains) on foreign currency option contracts 2.3 7.5 ( 7.1 )
+Added: Unrealized (gains) losses on derivative contracts related to forecasted sales ( 159.0 ) 35.8 115.1
+Added: Unrealized (gains) losses on foreign currency option contracts ( 7.4 ) 2.3 7.5
Take-or-pay contract-based intangible recognition ( 2.5 ) ( 2.8 ) ( 4.3 )
−Removed: Income tax (benefit) provision ( 38.8 ) 22.8 8.0
+Added: Income tax provision (benefit) 308.8 ( 38.8 ) 22.8
Total Adjusted EBITDA $ 1,363.9 $ 1,844.7 $ 916.7
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: PEABODY ENERGY CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table presents revenue as a percent of total revenue from external customers by geographic region:
3 unchanged sentences
Japan 14.7 % 19.4 % 14.2 %
−Removed: Taiwan 9.3 % 14.4 % 7.7 %
+Added: China 10.9 % — % — %
Australia 8.9 % 8.5 % 7.7 %
−Removed: India 2.9 % 5.4 % 2.6 %
−Removed: Vietnam 2.8 % 2.0 % 2.4 %
+Added: Taiwan 6.6 % 9.3 % 14.4 %
Brazil 3.6 % 2.8 % 0.9 %
−Removed: South Korea 2.1 % 1.4 % 0.8 %
+Added: Vietnam 2.4 % 2.8 % 2.0 %
Indonesia 2.0 % 1.5 % 3.0 %
+Added: France 1.6 % 1.1 % — %
+Added: India 1.2 % 2.9 % 5.4 %
+Added: Germany 1.0 % 0.7 % — %
Belgium 0.6 % 1.3 % — %
+Added: South Korea — % 2.1 % 1.4 %
Chile — % 1.1 % 0.3 %
−Removed: France 1.1 % — % — %
−Removed: China — % — % 3.8 %
Other 4.1 % 9.9 % 5.2 %
11 unchanged sentences
Reserves deducted from asset accounts:
−Removed: Advance royalty recoupment reserve $ 0.3 $ ( 0.3 ) $ — $ — $ —
Reserve for materials and supplies $ 9.5 $ 2.6 $ ( 4.9 ) $ — $ 7.2
12 unchanged sentences
(2) Includes the impact of changes in the Australian dollar exchange rates.
−Removed: (3) Includes the impact of a decrease in Australia NOLs due to a cancellation of intercompany debt.
Peabody Energy Corporation 2023 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.