Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Peabody’s disclosure controls and procedures are designed to, among other things, provide reasonable assurance that material information, both financial and non-financial, and other information required under the securities laws to be disclosed is accumulated and communicated to senior management, including the principal executive officer and principal accounting officer, on a timely basis. As of December 31, 2023, the end of the period covered by this Annual Report on Form 10-K, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures. Based upon that evaluation, Peabody’s Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2023 were effective to provide reasonable assurance that the desired control objectives were achieved.
Changes in Internal Control Over Financial Reporting
Peabody periodically reviews its internal control over financial reporting as part of its efforts to ensure compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. In addition, Peabody routinely reviews its system of internal control over financial reporting to identify potential changes to its processes and systems that may improve controls and increase efficiency, while ensuring that the Company maintains an effective internal control environment. Changes may include such activities as implementing new systems; consolidating the activities of acquired business units; migrating certain processes to its shared services organizations and/or managed third parties; formalizing and refining policies, procedures and control documentation requirements; improving segregation of duties and adding monitoring controls. In addition, when Peabody acquires new businesses, it incorporate its controls and procedures into the acquired business as part of its integration activities.
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.
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Management’s Report on Internal Control Over Financial Reporting
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. This evaluation is performed to determine if the Company’s internal controls over financial reporting provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of inherent limitations, any system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting using the criteria set by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective to provide reasonable assurance that the desired control objectives were achieved as of December 31, 2023.
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.
/s/ James C. Grech /s/ Mark A. Spurbeck
James C. Grech
President and Chief Executive Officer
Mark A. Spurbeck
Executive Vice President and Chief Financial Officer
February 23, 2024
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Peabody Energy Corporation
Opinion on Internal Control Over Financial Reporting
We have audited Peabody Energy Corporation’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Peabody Energy Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of 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
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young, LLP
St. Louis, Missouri
February 23, 2024
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Item 9B. Other Information.
Securities Trading Plans of Directors and Executive Officers
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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by Item 401 of Regulation S-K is included under the caption Proposal 1 - “Election of Directors” in Peabody’s 2024 Proxy Statement and in Part I, Item 1. “Business” of this report under the caption “Information About Our Executive Officers.” The information required by Items 405, 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is included under the captions “Stock Ownership,” “Additional Information Concerning the Board of Directors - Corporate Governance - Code of Business Conduct and Ethics” and “Additional Information Concerning the Board of Directors - Committee Overview - Audit Committee” in Peabody’s 2024 Proxy Statement. Such information is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K is included under the captions “Additional Information Concerning the Board of Directors - Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report,” “Risk Assessment in Compensation Programs,” “Executive Compensation Tables,” “Pay Ratio Disclosure” and “Pay Versus Performance Disclosure” in Peabody’s 2024 Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by Item 403 of Regulation S-K is included under the caption “Stock Ownership - Security Ownership of Directors and Management and Certain Beneficial Owners” in Peabody’s 2024 Proxy Statement and is incorporated herein by reference.
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Equity Compensation Plan Information
As required by Item 201(d) of Regulation S-K, the following table provides information regarding Peabody’s equity compensation plans as of December 31, 2023:
(a)
Number of Securities
to be Issued
upon Exercise of
Outstanding Options,
Warrants and Rights Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding
Securities
Reflected in Column
(a))
Plan Category
Equity compensation plans approved by security holders
113,040 (1)
$ — (2)
6,486,481
Equity compensation plans not approved by security holders
— — —
Total 113,040 $ — 6,486,481
(1) Shares issuable pursuant to outstanding performance units and vested but not issued deferred stock units. Performance units are shown at target and could change based on actual metrics achieved.
(2) The weighted-average exercise price shown in the table does not take into account outstanding deferred stock units or performance awards.
Refer to Note 16. “Share-Based Compensation” to the accompanying consolidated financial statements for additional information regarding the material features of Peabody’s current equity compensation plans.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by Items 404 and 407(a) of Regulation S-K is included under the captions “Review of Related Person Transactions” and “Additional Information Concerning the Board of Directors - Board Independence” in Peabody’s 2024 Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
The information required by Item 9(e) of Schedule 14A is included under the caption “Audit Fees” in Peabody’s 2024 Proxy Statement and is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Documents Filed as Part of the Report
(1) Financial Statements.
The following consolidated financial statements of Peabody Energy Corporation and the report thereon of the independent registered public accounting firm are included herein on the pages indicated:
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
F- 1
Consolidated Statements of Operations — For the Years Ended December 31, 202 3 , 20 2 2 and 20 2 1
F- 3
Consolidated Statements of Comprehensive Income — For the Years Ended December 31, 202 3 , 20 2 2 and 20 2 1
F- 4
Consolidated Balance Sheets — December 31, 202 3 and 202 2
F- 5
Consolidated Statements of Cash Flows — For the Years Ended December 31, 202 3 , 20 2 2 a n d 2 0 2 1
F- 6
Consolidated Statements of Changes in Stockholders’ Equity — For the Years Ended December 31, 202 3 , 202 2 and 202 1
F- 8
Notes to Consolidated Financial Statements
F- 9
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(2) Financial Statement Schedules.
The following financial statement schedule of Peabody Energy Corporation is at the page indicated:
Page
Valuation and Qualifying Accounts
F- 61
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are not applicable and, therefore, have been omitted.
(3) Exhibits.
The exhibits below are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.
Exhibit No. Description of Exhibit
2.1 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).
2.2 Put and Call Option Deed between Stanmore SMC Pty Ltd and Peabody (Bowen) Pty Ltd. (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).
3.2 Second Amended and Restated By-Laws of the Registrant (Incorporated by reference to Exhibit 3. 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. 4 to the Registrant’s Form S-1 Registration Statement No. 333-55412, filed May 1, 2001).
4.2 Indenture, dated as of February 15, 2017, between Peabody Securities Finance Corporation and Wilmington Trust, National Association, as Trustee, governing 6.000% Senior Secured Notes due 2022 and 6.375% Senior Secured Notes due 2025 (Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed February 15, 2017).
4.3 First Supplemental Indenture, dated as of April 3, 2017, among the Registrant, Peabody Securities Finance Corporation, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K, filed April 3, 2017).
4.4 Second Supplemental Indenture, dated as of May 7, 2018, among the Registrant, NGS Acquisition Corp., LLC, and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.4 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018).
4.5 Third Supplemental Indenture, dated as of August 9, 2018, between the Registrant and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).
4.6 Fourth Supplemental Indenture, dated as of December 7, 2018, among the Registrant, Peabody Southeast Mining, LLC, and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.6 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018).
4.7† Description of Securities
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).
4.9 Indenture dated as of January 29, 2021, by and among Peabody, the guarantors party thereto, and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K/A filed on February 1, 2021).
4.10 Seventh Supplemental Indenture, dated as of January 8, 2021, by and among the Company and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K/A filed on February 1, 2021).
4.11 Eighth Supplemental Indenture, dated as of January 29, 2021, by and among the Company and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K/A filed on February 1, 2021).
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4.12 First Supplemental Indenture, dated as of February 3, 2021, by and among the Co-Issuers, Wilmington Trust, National Association, as trustee, and Peabody (on a limited basis, to the extent of its obligations specifically set forth therein) (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 5, 2021).
4.13 First Supplemental Indenture, dated as of February 3, 2021, by and among Peabody, the guarantors party thereto, and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on February 5, 2021).
4.14 Indenture, dated as of March 1, 2022, between Peabody Energy Corporation and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 1, 2022).
10.1 Federal Coal Lease WYW0321779: North Antelope/Rochelle Mine (Incorporated by reference to Exhibit 10.3 of the Registrant’s Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
10.2 Federal Coal Lease WYW119554: North Antelope/Rochelle Mine (Incorporated by reference to Exhibit 10.4 of the Registrant’s Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
10.3 Federal Coal Lease WYW5036: Rawhide Mine (Incorporated by reference to Exhibit 10.5 of the Registrant’s Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
10.4 Federal Coal Lease WYW3397: Caballo Mine (Incorporated by reference to Exhibit 10.6 of the Registrant’s Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
10.5 Federal Coal Lease WYW83394: Caballo Mine (Incorporated by reference to Exhibit 10.7 of the Registrant’s Form S-4 Registration Statement No. 333-59073, filed July 14, 1998).
10.6 Federal Coal Lease WYW136142 (Incorporated by reference to Exhibit 10.8 of Amendment No. 1 to the Registrant’s Form S-4 Registration Statement No. 333-59073, filed September 8, 1998).
10.7 Royalty Prepayment Agreement by and among Peabody Natural Resources Company, Gallo Finance Company and Chaco Energy Company, dated September 30, 1998 (incorporated by reference to Exhibit 10.9 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998).
10.8 Federal Coal Lease WYW154001: North Antelope Rochelle South (Incorporated by reference to Exhibit 10.68 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
10.9 Federal Coal Lease WYW150210: North Antelope Rochelle Mine (Incorporated by reference to Exhibit 10.8 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005).
10.10 Federal Coal Lease WYW151134 effective May 1, 2005: West Roundup (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).
10.11 Federal Coal Lease Readjustment WYW78633: Caballo (Incorporated by reference to Exhibit 10.24 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012).
10.12 Transfer by Assignment and Assumption of Federal Coal Lease WYW172657: Caballo West (Incorporated by reference to Exhibit 10.25 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012).
10.13 Federal Coal Lease WYW176095: Porcupine South (Incorporated by reference to Exhibit 10.26 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012).
10.14 Federal Coal Lease WYW173408: North Porcupine (Incorporated by reference to Exhibit 10.27 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012).
10.15 Federal Coal Lease WYW172413: School Creek (Incorporated by reference to Exhibit 10.28 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012).
10.16 Separation Agreement, Plan of Reorganization and Distribution, dated October 22, 2007, between the Registrant and Patriot Coal Corporation (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed October 25, 2007).
10.17 Tax Separation Agreement, dated October 22, 2007, between the Registrant and Patriot Coal Corporation (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed October 25, 2007).
10.18 Coal Act Liabilities Assumption Agreement, dated October 22, 2007, among Patriot Coal Corporation, Peabody Holding Company, LLC and the Registrant (Incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K, filed October 25, 2007).
10.19 Salaried Employee Liabilities Assumption Agreement, dated October 22, 2007, among Patriot Coal Corporation, Peabody Holding Company, LLC, Peabody Coal Company, LLC and the Registrant (Incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K, filed October 25, 2007).
10.20 Coal Supply Agreement, dated October 22, 2007, between Patriot Coal Sales LLC and COALSALES II, LLC (Incorporated by reference to Exhibit 10.6 of the Registrant’s Current Report on Form 8-K, filed October 25, 2007).
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10.21 Settlement Agreement entered into as of October 24, 2013, by and among Patriot Coal Corporation, on behalf of itself and its affiliates, the Registrant, on behalf of itself and its affiliates, and the United Mine Workers of America, on behalf of itself and the UMWA Employees and UMWA Retirees (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed October 30, 2013).
10.22 Purchase and Sale Agreement, dated as of November 20, 2015, by and between Four Star Holdings, LLC and Western Megawatt Resources, LLC (Incorporated by reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015).
10.23* Contract of Employment, dated October 22, 2020, between Peabody Energy Australia Coal Pty Ltd and Darren R. Yeates (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed October 26, 2020).
10.24* Variation of Employment Contract, dated August 11, 2021, between Peabody Energy Australia Coal Pty Ltd and Darren R. Yeates (Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed August 13, 2021).
10.25* Peabody Energy Corporation 2019 Executive Severance Plan. (Incorporated by reference to Exhibit 10.32 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018).
10.26 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).
10.27 Fifth Amended and Restated Receivables Purchase Agreement, dated as of March 25, 2016, by and among P&L Receivables Company, LLC, Peabody Energy Corporation, the various Sub-Servicers listed on the signature pages thereto, all Conduit Purchasers listed on the signature pages thereto, all Committed Purchasers listed on the signature pages thereto, all Purchaser Agents listed on the signature pages thereto, all LC Participants listed on the signature pages thereto, and PNC Bank, National Association, as Administrator and as LC Bank (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed March 31, 2016).
10.28 First Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated as of April 12, 2016, by and among P&L Receivables Company, LLC, Peabody Energy Corporation, the various Sub-Servicers listed on the signature pages thereto, and PNC Bank, National Association, as Administrator and as the Sole Purchaser, Committed Purchaser, LC Bank and LC Participant (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed April 13, 2016).
10.29 Second Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated as of April 18, 2016, by and among Peabody Energy Corporation, P&L Receivables Company, LLC, the various Sub-Servicers listed on the signature pages thereto, and PNC Bank, National Association, as Administrator and as the Sole Purchaser, Committed Purchaser, LC Bank and LC Participant (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed April 22, 2016).
10.30 Sixth Amendment to the Sixth Amended and Restated Receivables Purchase Agreement, dated as of June 30, 2020, by and among P&L Receivables Company, LLC, Peabody Energy Corporation, all Committed Purchasers listed on the signature pages thereto, all Purchaser Agents listed on the signature pages thereto, all LC Participants listed on the signature pages thereto, and PNC Bank, National Association, as Administrator and as LC Bank (Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).
10.31 Receivables Purchase Facility Commitment Letter entered into as of January 27, 2017, by and among the Registrant, P&L Receivables Company, LLC and PNC Bank, National Association (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 27, 2017).
10.32 Notice Letter and Term Sheet dated as of February 15, 2017, for Amendments to the Receivables Purchase Facility Commitment Letter entered into as of January 27, 2017, by and among the Registrant, P&L Receivables Company, LLC and PNC Bank, National Association (Incorporated by reference to Exhibit 10.128 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016).
10.33 Settlement Agreement dated as of March 13, 2017 by and among the Registrant, certain subsidiaries of the Registrant, and the United Mine Workers of America 1974 Pension Plan and Trust (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 17, 2017).
10.34 Sixth Amended and Restated Receivables Purchase Agreement, dated as of April 3, 2017, by and among P&L Receivables Company, LLC, Peabody Energy Corporation, the various Sub-Servicers listed on the signature pages thereto, all Conduit Purchasers listed on the signature pages thereto, all Committed Purchasers listed on the signature pages thereto, all Purchaser Agents listed on the signature pages thereto, all LC Participants listed on the signature pages thereto, and PNC Bank, National Association, as Administrator and as LC Bank (Incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed April 3, 2017).
10.35 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).
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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).
10.37 Fifth Amendment to the Sixth Amended and Restated Receivables Purchase Agreement, dated as of April 3, 2019, by and among P&L Receivables Company, LLC, Peabody Energy Corporation, all Committed Purchasers listed on the signature pages thereto, all Purchaser Agents listed on the signature pages thereto, all LC Participants listed on the signature pages thereto, and PNC Bank, National Association, as Administrator and as LC Bank (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed April 4, 2019).
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).
10.39 Amendment No. 1 to Credit Agreement, by and among Peabody Energy Corporation, the subsidiaries of the Peabody Energy Corporation party thereto as reaffirming parties, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, dated as of September 18, 2017 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed September 18, 2017).
10.40 Amendment No. 2 to Credit Agreement, by and among Peabody Energy Corporation, the subsidiaries of Peabody Energy Corporation party thereto as reaffirming parties, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, dated as of November 17, 2017 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed November 20, 2017).
10.41 Amendment No. 3 to Credit Agreement, by and among Peabody Energy Corporation, the subsidiaries of Peabody Energy Corporation party thereto as reaffirming parties, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, dated as of December 18, 2017 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed December 19, 2017).
10.42 Amendment No. 4 to Credit Agreement, by and among Peabody Energy Corporation, the subsidiaries of Peabody Energy Corporation party thereto as reaffirming parties, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, dated as of April 11, 2018 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed April 11, 2018).
10.43 Amendment No. 5 to Credit Agreement, by and among Peabody Energy Corporation, the subsidiaries of Peabody Energy Corporation party thereto as reaffirming parties, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, dated as of June 27, 2018 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018).
10.44 Amendment No. 6 to Credit Agreement, by and among Peabody Energy Corporation, the subsidiaries of Peabody Energy Corporation party thereto as reaffirming parties, the incremental revolving lenders party thereto, Goldman Sachs Bank USA, as existing administrative agent, and JPMorgan Chase Bank, N.A., as successor administrative agent, dated as of September 17, 2019 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).
10.45 Amendment No. 7 to Credit Agreement by and among Peabody Energy Corporation, the subsidiaries of the Peabody Energy Corporation party thereto as reaffirming parties, the lenders party thereto, and JPMorgan Chase Bank, N.A., as successor administrative agent, dated as of September 17, 2019 (Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).
10.46 Amendment No. 8 to Credit Agreement by and among Peabody Energy Corporation, the subsidiaries of Peabody Energy Corporation party thereto as reaffirming parties, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, dated as of January 29, 2021 (as successor to Goldman Sachs Bank USA in its capacity as administrative agent) (Incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K/A filed on February 1, 2021).
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).
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).
10.49 Registration Rights Agreement, dated as of April 3. 2017, among the Registrant and the stockholders party thereto (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed, April 3, 2017).
10.50 Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.9 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).
10.51* 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).
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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).
10.53* Form of Deferred Stock Unit Agreement under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.12 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).
10.54* Form of Performance Share Unit Agreement under the Peabody Energy Corporation 2017 Incentive Plan. (Incorporated by reference to Exhibit 10.68 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017).
10.55 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).
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).
10.57* Form of Restricted Stock Unit Agreement (ELT Level 2019 Special Award) under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.75 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).
10.58* Form of Restricted Stock Unit Agreement (Director Level and Above 2019 Special Award) under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.76 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).
10.59* Form of Deferred Stock Unit Agreement under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).
10.60* Form of Restricted Stock Unit Agreement (Director Level and Above 2020 Off-Cycle Award) under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).
10.61* Form of Performance Share Units Agreement under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).
10.62* Form of Restricted Stock Unit Agreement under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).
10.63* Form of 2021 Service-Based Cash Award Agreement under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on March 5, 2021) .
10.64* Form of Amendment No. 1 to 2021 Service-Based Cash Award Agreement under the Peabody Energy Corporation 2017 Incentive Plan (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on March 5, 2021).
10.65* Form of 2022 Service-Based Cash Award Agreement under the Peabody Energy Corporation 2017 Incentive Plan (US Employees) (Incorporated by reference to Exhibit 10.75 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022).
10.66* Form of 2022 Performance-Based Cash Award Agreement under the Peabody Energy Corporation 2017 Incentive Plan (US Employees) (Incorporated by reference to Exhibit 10.76 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022).
10.67* Form of 2022 Restricted Stock Unit Agreement under the Peabody Energy Corporation 2017 Incentive Plan (US Employees) (Incorporated by reference to Exhibit 10.77 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022).
10.68* Form of 2022 Global Restricted Stock Unit Agreement under the Peabody Energy Corporation 2017 Incentive Plan (AUS Employees) (Incorporated by reference to Exhibit 10.78 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022).
10.69* Offer of Restricted Stock Units to Australian Resident Grantees under the Peabody Energy Corporation 2017 Incentive Plan (AUS Employees) (Incorporated by reference to Exhibit 10.79 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022).
10.70* Form of 2022 Service-Based Cash Award Agreement under the Peabody Energy Corporation 2017 Incentive Plan (AUS Employees) (Incorporated by reference to Exhibit 10.80 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022).
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).
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10.72* † Form of 2024 Performance Unit Agreement (with cash) (ELT Level) under the Peabody Energy Corporation 2017 Incentive Plan.
10.73* † Form of 2024 Restricted Stock Unit Agreement (ELT Level) under the Peabody Energy Corporation 2017 Incentive Plan.
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. and Elliott International, L.P. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed February 5, 2020).
10.76 Management Services Agreement, dated as of August 4, 2020, by and between Peabody Investments Corp. and each of the Client Companies listed on the signature page thereto (Incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).
10.77 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).
10.79 Transaction Support Agreement, dated as of December 24, 2020, between Peabody, certain subsidiaries of Peabody, the Revolving Lenders, the Administrative Agent, and the Consenting Noteholders (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed December 28, 2020).
10.80 Amended and Restated Transaction Support Agreement, dated as of December 31, 2020, between Peabody, certain subsidiaries of Peabody, the Revolving Lenders, the Administrative Agent, and the Consenting Noteholders (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed January 4, 2021).
10.81 First Amendment to Amended and Restated Transaction Support Agreement, dated as of January 29, 2021, between Peabody, certain subsidiaries of Peabody, the Revolving Lenders, the Administrative Agent, and the Consenting Noteholders (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K/A filed on February 1, 2021).
10.82 Agreement for Irrevocable Standby Letters of Credit, dated as of February 17, 2022, between Peabody and Goldman Sachs Bank USA (Incorporated by reference to Exhibit 10.89 of the Registrant’s Annual Report on Form 10-K, filed February 18, 2022).
10.83 Eighth Amendment to the Sixth Amended and Restated Receivables Purchase Agreement, dated as of January 28, 2022, by and among P&L Receivables Company, LLC, Peabody Energy Corporation, all Committed Purchasers listed on the signature pages thereto, all Purchaser Agents listed on the signature pages thereto, all LC Participants listed on the signature pages thereto, PNC Bank, National Association, as Administrator and as LC Bank and PNC Capital Markets LLC, as Structuring Agent (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 31, 2022).
10.84 Credit Agreement, dated March 7, 2022, by and among Peabody Energy Corporation, as borrower, Goldman Sachs Lending Partners LLC, as administrative agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed March 7, 2022).
10.85 Commitment Agreement, dated March 23, 2022, by and among Peabody Investments Corp., The Prudential Insurance Company of America and Fiduciary Counselors Inc. (Incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 10-Q, filed May 5, 2022).
10.86 Amendment No. 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. 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. 3 to Credit Agreement, dated as of February 3, 2023, by and among Peabody Energy Corporation, the subsidiaries of Peabody Energy Corporation party thereto as reaffirming parties, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed February 6, 2023).
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) .
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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).
10.91* Peabody Investments Corp. 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).
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.
23.1† Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2† Consents of Qualified Persons for Technical Report Summary for the North Antelope Rochelle Mine.
23.3† Consents of Qualified Persons for Technical Report Summary for the Wilpinjong Mine.
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.
31.2† Certification of periodic financial report by the Registrant’s Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1† Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Registrant’s Chief Executive Officer.
32.2† Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Registrant’s Chief Financial Officer.
95† Mine Safety Disclosure required by Item 104 of Regulation S-K.
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)
96.2† Technical Report Summary for the Wilpinjong Mine, effective as of December 31, 2023.
96.3† Technical Report Summary for the Centurion Mine, effective as of December 31, 2023
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
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* These exhibits constitute all management contracts, compensatory plans and arrangements required to be filed as an exhibit to this form pursuant to Item 15(a)(3) and 15(b) of this report.
† Filed herewith.
Pursuant to the Instructions to Exhibits, certain instruments defining the rights of holders of long-term debt securities of the Company and its consolidated subsidiaries are not filed because the total amount of securities authorized under any such instrument does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. A copy of such instrument will be furnished to the Securities and Exchange Commission upon request.
Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PEABODY ENERGY CORPORATION
/s/ JAMES C. GRECH
James C. Grech
President and Chief Executive Officer
Date: February 23, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ JAMES C. GRECH President and Chief Executive Officer,
Director (principal executive officer) February 23, 2024
James C. Grech
/s/ MARK A. SPURBECK Executive Vice President and Chief Financial Officer (principal financial and accounting officer) February 23, 2024
Mark A. Spurbeck
/s/ SAMANTHA ALGAZE Director February 23, 2024
Samantha Algaze
/s/ M. KATHERINE BANKS Director February 23, 2024
M. Katherine Banks
/s/ ANDREA BERTONE Director February 23, 2024
Andrea Bertone
/s/ BILL CHAMPION Director February 23, 2024
Bill Champion
/s/ NICHOLAS CHIREKOS Director February 23, 2024
Nicholas Chirekos
/s/ STEPHEN GORMAN Director February 23, 2024
Stephen Gorman
/s/ JOE LAYMON Director February 23, 2024
Joe Laymon
/s/ ROBERT MALONE Chairman February 23, 2024
Robert Malone
/s/ DAVID MILLER Director February 23, 2024
David Miller
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Peabody Energy Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Peabody Energy Corporation (the Company) as of December 31, 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. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 23, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Asset Retirement Obligation Liability
Description
of the
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. and Australia for final reclamation and mine closure based upon detailed engineering calculations of the amount and timing of the future cash spending for a third party to perform the required work. The Company records an ARO asset associated with the discounted liability for final reclamation and mine closure. The obligation and corresponding asset are recognized in the period in which the liability is incurred. As changes in estimates occur, the revisions to the obligation and asset are recognized at the appropriate credit-adjusted, risk-free rate.
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.
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.
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. 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. 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
We have served as the Company’s auditor since 1991.
St. Louis, Missouri
February 23, 2024
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PEABODY ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
2023 2022 2021
(Dollars in millions, except per share data)
Revenue $ 4,946.7 $ 4,981.9 $ 3,318.3
Costs and expenses
Operating costs and expenses (exclusive of items shown separately below)
3,385.1 3,290.8 2,553.1
Depreciation, depletion and amortization 321.4 317.6 308.7
Asset retirement obligation expenses 50.5 49.4 44.7
Selling and administrative expenses 90.7 88.8 84.9
Restructuring charges 3.3 2.9 8.3
Other operating (income) loss:
Net gain on disposals ( 15.0 ) ( 29.2 ) ( 31.5 )
Asset impairment 2.0 11.2 —
Provision for NARM and Shoal Creek losses 40.9 — —
Income from equity affiliates ( 6.9 ) ( 131.2 ) ( 82.1 )
Operating profit 1,074.7 1,381.6 432.2
Interest expense 59.8 140.3 183.4
Net loss (gain) on early debt extinguishment 8.8 57.9 ( 33.2 )
Interest income ( 76.8 ) ( 18.4 ) ( 6.5 )
Net periodic benefit credit, excluding service cost ( 41.6 ) ( 49.0 ) ( 38.3 )
Net mark-to-market adjustment on actuarially determined liabilities
( 0.3 ) ( 27.8 ) ( 43.4 )
Income from continuing operations before income taxes 1,124.8 1,278.6 370.2
Income tax provision (benefit) 308.8 ( 38.8 ) 22.8
Income from continuing operations, net of income taxes 816.0 1,317.4 347.4
(Loss) income from discontinued operations, net of income taxes ( 0.4 ) 1.7 24.0
Net income 815.6 1,319.1 371.4
Less: Net income attributable to noncontrolling interests 56.0 22.0 11.3
Net income attributable to common stockholders $ 759.6 $ 1,297.1 $ 360.1
Income from continuing operations:
Basic income per share $ 5.52 $ 9.12 $ 3.03
Diluted income per share $ 5.00 $ 8.29 $ 3.00
Net income attributable to common stockholders:
Basic income per share $ 5.52 $ 9.13 $ 3.24
Diluted income per share $ 5.00 $ 8.31 $ 3.22
See accompanying notes to consolidated financial statements
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PEABODY ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31,
2023 2022 2021
(Dollars in millions)
Net income $ 815.6 $ 1,319.1 $ 371.4
Postretirement plans (net of $ 0.0 tax provisions in each period)
( 53.8 ) ( 53.8 ) 93.1
Foreign currency translation adjustment 0.9 ( 1.6 ) ( 1.0 )
Other comprehensive (loss) income, net of income taxes ( 52.9 ) ( 55.4 ) 92.1
Comprehensive income 762.7 1,263.7 463.5
Less: Net income attributable to noncontrolling interests 56.0 22.0 11.3
Comprehensive income attributable to common stockholders $ 706.7 $ 1,241.7 $ 452.2
See accompanying notes to consolidated financial statements
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PEABODY ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31,
2023 2022
(Amounts in millions, except per share data)
ASSETS
Current assets
Cash and cash equivalents $ 969.3 $ 1,307.3
Accounts receivable, net of allowance for credit losses of $ 0.0 at December 31, 2023 and 2022
389.7 465.5
Inventories, net 351.8 296.1
Other current assets 308.9 303.6
Total current assets 2,019.7 2,372.5
Property, plant, equipment and mine development, net 2,844.1 2,865.0
Operating lease right-of-use assets 61.9 26.9
Restricted cash and collateral 957.6 187.4
Investments and other assets 78.8 84.3
Deferred income taxes — 74.7
Total assets $ 5,962.1 $ 5,610.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt $ 13.5 $ 13.2
Accounts payable and accrued expenses 965.5 905.5
Total current liabilities 979.0 918.7
Long-term debt, less current portion 320.7 320.6
Deferred income taxes 28.6 20.4
Asset retirement obligations, less current portion 648.6 665.8
Accrued postretirement benefit costs 148.4 156.5
Operating lease liabilities, less current portion 47.7 11.0
Other noncurrent liabilities 181.6 223.0
Total liabilities 2,354.6 2,316.0
Stockholders’ equity
Preferred Stock — $ 0.01 per share par value; 100.0 shares authorized, no shares issued or outstanding as of December 31, 2023 or 2022
— —
Series Common Stock — $ 0.01 per share par value; 50.0 shares authorized, no shares issued or outstanding as of December 31, 2023 or 2022
— —
Common Stock — $ 0.01 per share par value; 450.0 shares authorized, 188.6 shares issued and 128.7 shares outstanding as of December 31, 2023 and 187.1 shares issued and 143.9 shares outstanding as of December 31, 2022
1.9 1.9
Additional paid-in capital 3,983.0 3,975.9
Treasury stock, at cost — 59.9 and 43.2 common shares as of December 31, 2023 and 2022
( 1,740.2 ) ( 1,372.9 )
Retained earnings 1,112.7 383.9
Accumulated other comprehensive income 189.6 242.5
Peabody Energy Corporation stockholders’ equity 3,547.0 3,231.3
Noncontrolling interests 60.5 63.5
Total stockholders’ equity 3,607.5 3,294.8
Total liabilities and stockholders’ equity $ 5,962.1 $ 5,610.8
See accompanying notes to consolidated financial statements
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PEABODY ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
2023 2022 2021
(Dollars in millions)
Cash Flows From Operating Activities
Net income $ 815.6 $ 1,319.1 $ 371.4
Loss (income) from discontinued operations, net of income taxes 0.4 ( 1.7 ) ( 24.0 )
Income from continuing operations, net of income taxes 816.0 1,317.4 347.4
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
Noncash interest expense, net 4.6 17.7 21.3
Deferred income taxes 82.9 ( 81.6 ) ( 7.5 )
Noncash share-based compensation 6.9 8.4 10.0
Asset impairment 2.0 11.2 —
Noncash provision for NARM and Shoal Creek losses 33.7 — —
Net gain on disposals ( 15.0 ) ( 29.2 ) ( 31.5 )
Noncash income from port and rail capacity assignment ( 9.6 ) — —
Net loss (gain) on early debt extinguishment 8.8 57.9 ( 33.2 )
Income from equity affiliates ( 6.9 ) ( 131.2 ) ( 82.1 )
Foreign currency option contracts ( 7.4 ) 2.3 5.8
Changes in current assets and liabilities:
Accounts receivable 88.4 ( 115.0 ) ( 105.6 )
Inventories ( 59.7 ) ( 69.4 ) 35.0
Other current assets 0.9 ( 29.3 ) ( 57.6 )
Accounts payable and accrued expenses 120.2 68.0 128.1
Collateral arrangements ( 199.6 ) ( 53.3 ) ( 6.3 )
Asset retirement obligations ( 10.3 ) ( 22.3 ) 6.8
Workers’ compensation obligations 1.2 ( 0.9 ) ( 2.0 )
Postretirement benefit obligations ( 61.9 ) ( 109.3 ) ( 108.2 )
Pension obligations ( 1.3 ) 18.6 11.6
Other, net 1.0 2.7 —
Net cash provided by continuing operations 1,116.3 1,180.3 440.7
Net cash used in discontinued operations ( 80.8 ) ( 6.7 ) ( 20.7 )
Net cash provided by operating activities 1,035.5 1,173.6 420.0
See accompanying notes to consolidated financial statements
Peabody Energy Corporation 2023 Form 10-K
F-6
Table of Contents
PEABODY ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
Year Ended December 31,
2023 2022 2021
(Dollars in millions)
Cash Flows From Investing Activities
Additions to property, plant, equipment and mine development ( 348.3 ) ( 221.5 ) ( 183.1 )
Changes in accrued expenses related to capital expenditures 2.9 ( 2.7 ) 7.4
Proceeds from disposal of assets, net of receivables 22.8 40.6 17.8
Contributions to joint ventures ( 741.6 ) ( 645.9 ) ( 485.6 )
Distributions from joint ventures 721.7 631.6 470.8
Advances to related parties ( 0.5 ) ( 1.5 ) ( 0.5 )
Cash receipts from Middlemount Coal Pty Ltd and other related parties 2.6 171.8 44.7
Other, net ( 2.2 ) ( 1.1 ) ( 3.0 )
Net cash used in investing activities ( 342.6 ) ( 28.7 ) ( 131.5 )
Cash Flows From Financing Activities
Proceeds from long-term debt — 545.0 —
Repayments of long-term debt ( 9.0 ) ( 1,407.4 ) ( 285.3 )
Payment of debt issuance and other deferred financing costs ( 0.3 ) ( 21.1 ) ( 22.5 )
Proceeds from common stock issuances, net of costs — 222.0 269.8
Common stock repurchases ( 347.7 ) — —
Repurchase of employee common stock relinquished for tax withholding
( 13.7 ) ( 2.6 ) ( 1.4 )
Dividends paid ( 30.6 ) — —
Distributions to noncontrolling interests ( 59.0 ) ( 17.5 ) ( 4.0 )
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)
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
(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
Restricted cash included in “Restricted cash and collateral” 110.3
Cash, cash equivalents and restricted cash at beginning of period $ 1,417.6
(2) The following table provides a reconciliation of “Cash, cash equivalents and restricted cash at end of period”:
Cash and cash equivalents $ 969.3
Restricted cash included in “Restricted cash and collateral” 680.9
Cash, cash equivalents and restricted cash at end of period $ 1,650.2
See accompanying notes to consolidated financial statements
Peabody Energy Corporation 2023 Form 10-K
F-7
Table of Contents
PEABODY ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Peabody Energy Corporation Stockholders’ Equity
Common
Stock Additional
Paid-in
Capital Treasury
Stock Retained
Earnings
(Accumulated Deficit) Accumulated
Other
Comprehensive Income Noncontrolling
Interests Total
Stockholders’
Equity
(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
Net income — — — 360.1 — 11.3 371.4
Postretirement plans (net of $ 0.0 tax provision)
— — — — 93.1 — 93.1
Foreign currency translation adjustment — — — — ( 1.0 ) — ( 1.0 )
Share-based compensation for equity-classified awards — 10.0 — — — — 10.0
Common stock issued in exchange for debt retirement 0.1 101.8 — — — — 101.9
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 )
Distributions to noncontrolling interests — — — — — ( 4.0 ) ( 4.0 )
December 31, 2021 $ 1.8 $ 3,745.6 $ ( 1,370.3 ) $ ( 913.2 ) $ 297.9 $ 59.0 $ 1,820.8
Net income — — — 1,297.1 — 22.0 1,319.1
Postretirement plans (net of $ 0.0 tax provision)
— — — — ( 53.8 ) — ( 53.8 )
Foreign currency translation adjustment — — — — ( 1.6 ) — ( 1.6 )
Share-based compensation for equity-classified awards — 8.4 — — — — 8.4
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 )
Distributions to noncontrolling interests — — — — — ( 17.5 ) ( 17.5 )
December 31, 2022 $ 1.9 $ 3,975.9 $ ( 1,372.9 ) $ 383.9 $ 242.5 $ 63.5 $ 3,294.8
Net income — — — 759.6 — 56.0 815.6
Dividends declared ($ 0.225 per share)
— 0.2 — ( 30.8 ) — — ( 30.6 )
Postretirement plans (net of $ 0.0 tax provision)
— — — — ( 53.8 ) — ( 53.8 )
Foreign currency translation adjustment — — — — 0.9 — 0.9
Share-based compensation for equity-classified awards — 6.9 — — — — 6.9
Common stock repurchases — — ( 347.7 ) — — — ( 347.7 )
Net change in unsettled common stock repurchases — — ( 2.6 ) — — — ( 2.6 )
Excise tax accrued on common stock repurchases — — ( 3.3 ) — — — ( 3.3 )
Repurchase of employee common stock relinquished for tax withholding — — ( 13.7 ) — — — ( 13.7 )
Distributions to noncontrolling interests — — — — — ( 59.0 ) ( 59.0 )
December 31, 2023 $ 1.9 $ 3,983.0 $ ( 1,740.2 ) $ 1,112.7 $ 189.6 $ 60.5 $ 3,607.5
See accompanying notes to consolidated financial statements
Peabody Energy Corporation 2023 Form 10-K
F-8
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of Peabody Energy Corporation (PEC) and its affiliates. The Company, or Peabody, are used interchangeably to refer to Peabody Energy Corporation, to Peabody Energy Corporation and its subsidiaries, or to such subsidiaries, as appropriate to the context. Interests in subsidiaries controlled by the Company are consolidated with any outside stockholder interests reflected as noncontrolling interests, except when the Company has an undivided interest in an unincorporated joint venture. In those cases, the Company includes its proportionate share in the assets, liabilities, revenue and expenses of the jointly controlled entities within each applicable line item of the consolidated financial statements. All intercompany transactions, profits and balances have been eliminated in consolidation.
Description of Business
The Company is engaged in the mining of thermal coal for sale primarily to electric utilities and metallurgical coal for sale to industrial customers. The Company’s mining operations are located in the United States (U.S.) and Australia, including an equity-affiliate mining operation in Australia. The Company also markets and brokers coal from other coal producers and trades coal and freight-related contracts. 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. 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
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
Joint Ventures. 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. The Company is required to apply the amendments for joint ventures with a formation date on or after January 1, 2025. A joint venture that was formed before January 1, 2025 may apply the amendments retrospectively. The Company will apply the guidance to any newly formed joint ventures.
Segments. 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; 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); disclose how the CODM uses each reported measure to allocate resources; and disclose the name and title of the position of the individual identified as the CODM. 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. Early adoption is permitted. The Company expects this ASU to only impact its disclosures with no impacts to its results of operations, cash flows and financial condition.
Income Taxes . 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. The guidance also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The Company is required to adopt the amendments for fiscal years beginning after December 15, 2024. The amendments should be applied prospectively, with a retrospective option. Early adoption is permitted. 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
F-9
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Revenue
The majority of the Company’s revenue is derived from the sale of coal under long-term coal supply agreements (those with initial terms of one year or longer and which often include price reopener and/or extension provisions) and contracts with terms of less than one year, including sales made on a spot basis. The Company’s revenue from coal sales is realized and earned when control passes to the customer. Under the typical terms of the Company’s coal supply agreements, title and risk of loss transfer to the customer at the mine or port, where coal is loaded to the transportation sources that serve the Company’s mines. The Company incurs certain “add-on” taxes and fees on coal sales. Reported coal sales include taxes and fees charged by various federal and state governmental bodies and the freight charged on destination customer contracts.
The Company’s seaborne operating platform is primarily export focused with customers spread across several countries, with a portion of the thermal and metallurgical coal sold within Australia. Generally, revenue from individual countries vary year by year based on electricity and steel demand, the strength of the global economy, governmental policies and several other factors, including those specific to each country. A majority of these sales are executed through annual and multi-year international coal supply agreements that contain provisions requiring both parties to renegotiate pricing periodically. 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. In the case of periodically negotiated pricing, the Company may deliver coal under provisional pricing until a final agreed-upon price is determined. 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. thermal operating platform primarily sells thermal coal to electric utilities in the U.S. under long-term contracts, with a portion sold into the seaborne markets as conditions warrant. A significant portion of the coal production from the U.S. thermal operating segments is sold under existing long-term supply agreements. Certain customers of those segments utilize long-term sales agreements in recognition of the importance of reliability, service and predictable coal prices to their operations. The terms of coal supply agreements result from competitive bidding and extensive negotiations with customers. Consequently, the terms of those agreements may vary in many respects, including price adjustment features, price reopener terms, coal quality requirements, quantity parameters, permitted sources of supply, treatment of environmental constraints, extension options, force majeure and termination and assignment provisions.
Contract pricing is set forth on a per ton basis, and revenue is generally recorded as the product of price and volume delivered. Many of the Company’s coal supply agreements contain provisions that permit the parties to adjust the contract price upward or downward at specified times. These contract prices may be adjusted based on inflation or deflation and/or changes in the factors affecting the cost of producing coal, such as taxes, fees, royalties and changes in the laws regulating the mining, production, sale or use of coal. In a limited number of contracts, failure of the parties to agree on a price under those provisions may allow either party to terminate the contract. The Company sometimes experiences a reduction in coal prices in new long-term coal supply agreements replacing some of its expiring contracts. Coal supply agreements also typically contain force majeure provisions allowing temporary suspension of performance by the Company or the customer during the duration of specified events beyond the control of the affected party. Most of the coal supply agreements contain provisions requiring the Company to deliver coal meeting quality thresholds for certain characteristics such as Btu, sulfur content, ash content, grindability and ash fusion temperature. Failure to meet these specifications could result in economic penalties, including price adjustments, the rejection of deliveries or termination of the contracts. Moreover, some of these agreements allow the Company’s customers to terminate their contracts in the event of changes in regulations affecting the industry that restrict the use or type of coal permissible at the customer’s plant or increase the price of coal beyond specified limits.
Additional revenue may include gains and losses related to mark-to-market adjustments from economic hedge activities intended to hedge future coal sales, revenue from customer contract-related payments and other insignificant items including royalties related to coal lease agreements, sales agency commissions, farm income and property and facility rentals. Royalty income generally results from the lease or sublease of mineral rights to third parties, with payments based upon a percentage of the selling price or an amount per ton of coal produced.
Discontinued Operations
The Company classifies items within discontinued operations in the consolidated financial statements when the operations and cash flows of a particular component of the Company have been (or will be) eliminated from the ongoing operations of the Company as a result of a disposal (by sale or otherwise) and represents a strategic shift that has (or will have) a major effect on the entity’s operations and financial results.
Peabody Energy Corporation 2023 Form 10-K
F-10
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Discontinued operations include certain former Seaborne Thermal and Other U.S. 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
The Company classifies assets and liabilities (disposal groups) to be sold as held for sale in the period in which all of the following criteria are met: management, having the authority to approve the action, commits to a plan to sell the disposal group; the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal groups; an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated; the sale of the disposal group is probable, and transfer of the disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond the Company's control extend the period of time required to sell the disposal group beyond one year; the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
The Company initially measures a disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a disposal group until the date of sale. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the carrying value of the disposal group at the time it was initially classified as held for sale.
Upon determining that a disposal group meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group, if material, in the line items assets held for sale and liabilities held for sale in the consolidated balance sheets.
Cash and Cash Equivalents
Cash and cash equivalents are stated at cost, which approximates fair value. Cash equivalents consist of highly liquid investments with original maturities of three months or less.
Accounts Receivable
The timing of revenue recognition, billings and cash collections results in accounts receivable from customers. Customers are invoiced as coal is shipped or at periodic intervals in accordance with contractual terms. Invoices typically include customary adjustments for the resolution of price variability related to prior shipments, such as coal quality thresholds. Payments are generally received within thirty days of invoicing.
Inventories
Coal is reported as inventory at the point in time the coal is extracted from the mine. Raw coal represents coal stockpiles that may be sold in current condition or may be further processed prior to shipment to a customer. Saleable coal represents coal stockpiles which require no further processing prior to shipment to a customer.
Coal inventory is valued at the lower of average cost or net realizable value. Coal inventory costs include labor, supplies, equipment (including depreciation thereto) and operating overhead and other related costs incurred at or on behalf of the mining location. Net realizable value considers the projected future sales price of the particular coal product, less applicable selling costs and, in the case of raw coal, estimated remaining processing costs. The valuation of coal inventory is subject to several additional estimates, including those related to ground and aerial surveys used to measure quantities and processing recovery rates.
Materials and supplies inventory is valued at the lower of average cost or net realizable value, less a reserve for obsolete or surplus items. This reserve incorporates several factors, such as anticipated usage, inventory turnover and inventory levels.
Peabody Energy Corporation 2023 Form 10-K
F-11
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Property, Plant, Equipment and Mine Development
Property, plant, equipment and mine development are recorded at cost. Interest costs applicable to major asset additions are capitalized during the construction period. There was no capitalized interest in any of the periods presented. Expenditures which extend the useful lives of existing plant and equipment assets are capitalized. Maintenance and repairs are charged to operating costs as incurred. Costs incurred to develop coal mines or to expand the capacity of operating mines are capitalized. Maintenance and repair costs incurred to maintain current production capacity at a mine are charged to operating costs as incurred. Costs to acquire computer hardware and the development and/or purchase of software for internal use are capitalized and depreciated over the estimated useful lives.
Coal reserves 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. Mine development costs are principally amortized over the estimated lives of the mine using the straight-line method. Depreciation of plant and equipment is computed using the straight-line method over the shorter of the asset’s estimated useful life or the life of the mine. At December 31, 2023, the maximum estimated remaining life for any of the Company’s mines was 30 years. As such, the estimated useful lives of the building and improvements and machinery and equipment asset categories range from 1 to 30 years. The estimated life of leasehold improvements is the shorter of useful life or remaining life of the lease.
The Company leases coal reserves under agreements that require royalties to be paid as the coal is sold. Certain agreements also require minimum annual royalties to be paid regardless of the amount of coal mined during the year. Total royalty expense was $ 448.3 million, $ 450.0 million and $ 263.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.
A substantial amount of the coal mined by the Company is produced from mineral reserves leased from the owner. One of the major lessors is the U.S. government, from which the Company leases substantially all of the coal it mines in Wyoming under terms set by Congress and administered by the U.S. Bureau of Land Management. These leases are generally for an initial term of ten years but may be extended by diligent development and mining of the reserves until all economically recoverable reserves are depleted. The Company has met the diligent development requirements for substantially all of these federal leases either directly through production, by including the lease as a part of a logical mining unit with other leases upon which development has occurred or by paying an advance royalty in lieu of continued operations. Annual production on these federal leases must total at least 1.0 % of the leased reserve or the original amount of coal in the entire logical mining unit in which the leased reserve resides. In addition, royalties are payable monthly at a rate of 12.5 % of the gross realization from the sale of the coal mined using surface mining methods and at a rate of 8.0 % of the gross realization for coal produced using underground mining methods.
The remainder of the leased coal is generally leased from state governments, land holding companies and various individuals. The duration of these leases varies greatly. Typically, the lease terms are automatically extended as long as active mining continues. Royalty payments are generally based upon a specified rate per ton or a percentage of the gross realization from the sale of the coal.
Mining and exploration in Australia is generally conducted under leases, licenses or permits granted by the relevant state government. Mining and exploration licenses and their associated environmental protection approvals (granted by the state government, and in some cases also the federal government) contain conditions relating to such matters as minimum annual expenditures, environmental compliance, protection of flora and fauna, restoration and rehabilitation. Royalties are paid to the state government as a percentage of the sales price (less certain allowable deductions in some cases). Generally, landowners do not own the mineral rights or have the ability to grant rights to mine those minerals. These rights are retained by the state government. Compensation is often payable to landowners, occupiers and Aboriginal traditional owners with residual native title rights and interests for the loss of access to the land from the proposed mining activities. The amount and type of compensation and the ability to proceed to grant of a mining tenement may be determined by agreement or court determination, as provided by law.
Peabody Energy Corporation 2023 Form 10-K
F-12
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Leases
The Company determines if an arrangement is a lease at inception. Right-of-use (ROU) assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. For the purpose of calculating such present values, lease payments include components that vary based upon an index or rate, using the prevailing index or rate at the commencement date, and exclude components that vary based upon other factors. As most of its leases do not contain a readily determinable implicit rate, the Company uses its incremental borrowing rate at commencement to determine the present value of lease payments. The Company does not separate lease components (i.e., fixed payments including rent, real estate taxes and insurance costs) from non-lease components (i.e., common-area maintenance) and recognizes them as a single lease component for the majority of asset classes. Variable lease payments not included within lease contracts are expensed as incurred. The Company's leases may include options to extend or terminate the lease, and such options are reflected in the term when their exercise is reasonably certain. Lease expense is recognized on a straight-line basis over the lease term.
Equity Investments
The Company applies the equity method to investments in joint ventures when it has the ability to exercise significant influence over the operating and financial policies of the joint venture. Investments accounted for under the equity method are initially recorded at cost and any difference between the cost of the Company’s investment and the underlying equity in the net assets of the joint venture at the investment date is amortized over the lives of the related assets that gave rise to the difference. The Company’s pro-rata share of the operating results of joint ventures and basis difference amortization is reported in the consolidated statements of operations in “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. With respect to cash flows attributable to its equity investments, the Company applies the cumulative earnings approach, in which distributions received are considered returns on investment and are classified as cash inflows from operating activities unless the Company’s cumulative distributions received less distributions received in prior periods that were determined to be returns of investment exceed the cumulative equity in earnings recognized by the Company (as adjusted for amortization of basis differences). When such an excess occurs, current-period distributions up to this excess are considered returns of investment and are classified as cash inflows from investing activities.
The Company monitors its equity method investments for indicators that a decrease in investment value has occurred that is other than temporary. Examples of such indicators include a sustained history of operating losses and adverse changes in earnings and cash flow outlook. In the absence of quoted market prices for an investment, discounted cash flow projections are used to assess fair value, the underlying assumptions to which are generally considered unobservable Level 3 inputs under the fair value hierarchy. If the fair value of an investment is determined to be below its carrying value and that loss in fair value is deemed other than temporary, an impairment loss is recognized. No such impairment losses were recorded in any period presented.
Asset Retirement Obligations
The Company’s asset retirement obligation (ARO) liabilities primarily consist of spending estimates for surface land reclamation and support facilities at both surface and underground mines in accordance with applicable reclamation laws and regulations in the U.S. and Australia as defined by each mining permit. 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.
The Company estimates its ARO liabilities for final reclamation and mine closure based upon detailed engineering calculations of the amount and timing of the future cash spending for a third party to perform the required work. Spending estimates are escalated for inflation and then discounted at the credit-adjusted, risk-free rate. The Company records an ARO asset associated with the discounted liability for final reclamation and mine closure. The obligation and corresponding asset are recognized in the period in which the liability is incurred. The ARO asset is amortized on the units-of-production method over its expected life and the ARO liability is accreted to the projected spending date. As changes in estimates occur (such as mine plan revisions, changes in estimated costs or changes in timing of the performance of reclamation activities), the revisions to the obligation and asset are recognized at the appropriate credit-adjusted, risk-free rate.
Peabody Energy Corporation 2023 Form 10-K
F-13
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Contingent Liabilities
From time to time, the Company is subject to legal and environmental matters related to its continuing and discontinued operations and certain historical, non-coal producing operations. In connection with such matters, the Company is required to assess the likelihood of any adverse judgments or outcomes, as well as potential ranges of probable losses.
A determination of the amount of reserves required for these matters is made after considerable analysis of each individual issue. The Company accrues for legal and environmental matters within “Operating costs and expenses” when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If a range of possible loss exists and no anticipated loss within the range is more likely than any other anticipated loss, the Company records the accrual at the low end of the range, in accordance with Accounting Standards Codification 450, “Contingencies.” The Company provides disclosure surrounding loss contingencies when it believes that it is at least reasonably possible that a material loss may be incurred or an exposure to loss in excess of amounts already accrued may exist. Adjustments to contingent liabilities are made when additional information becomes available that affects the amount of estimated loss, which information may include changes in facts and circumstances, changes in interpretations of law in the relevant courts, the results of new or updated environmental remediation cost studies and the ongoing consideration of trends in environmental remediation costs.
Accrued contingent liabilities exclude claims against third parties and are not discounted. The current portion of these accruals is included in “Accounts payable and accrued expenses” and the long-term portion is included in “Other noncurrent liabilities” in the consolidated balance sheets. In general, legal fees related to environmental remediation and litigation are charged to expense. The Company includes the interest component of any litigation-related penalties within “Interest expense” in the consolidated statements of operations.
Income Taxes
Income taxes are accounted for using a balance sheet approach. The Company accounts for deferred income taxes by applying statutory tax rates in effect at the reporting date of the balance sheet to differences between the book and tax basis of assets and liabilities. A valuation allowance is established if it is “more likely than not” that the related tax benefits will not be realized. Significant weight is given to evidence that can be objectively verified including history of tax attribute expiration and cumulative income or loss. In determining the appropriate valuation allowance, the Company considers the projected realization of tax benefits based on expected levels of future taxable income, available tax planning strategies, reversals of existing taxable temporary differences and taxable income in carryback years.
The Company recognizes the tax benefit from uncertain tax positions only if it is “more likely than not” the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. To the extent the Company’s assessment of such tax positions changes, the change in estimate will be recorded in the period in which the determination is made. Tax-related interest and penalties are classified as a component of income tax expense.
Postretirement Health Care and Life Insurance Benefits
The Company accounts for postretirement benefits other than pensions by accruing the costs of benefits to be provided over the employees’ period of active service. These costs are determined on an actuarial basis. The Company’s consolidated balance sheets reflect the accumulated postretirement benefit obligations of its postretirement benefit plans. The Company accounts for changes in its postretirement benefit obligations as a settlement when an irrevocable action has been effected that relieves the Company of its actuarially-determined liability to individual plan participants and removes substantial risk surrounding the nature, amount and timing of the obligation’s funding and the assets used to effect the settlement. The Company records amounts attributable to actuarial valuation changes currently in earnings rather than recording such amounts within accumulated other comprehensive income and amortizing to expense over applicable time periods. See Note 13. “Postretirement Health Care and Life Insurance Benefits” for information related to postretirement benefits.
Peabody Energy Corporation 2023 Form 10-K
F-14
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Pension Plans
The Company sponsors non-contributory defined benefit pension plans accounted for by accruing the cost to provide the benefits over the employees’ period of active service. These costs are determined on an actuarial basis. The Company’s consolidated balance sheets reflect the funded status of the defined benefit pension plans. The Company records amounts attributable to actuarial valuation changes currently in earnings rather than recording such amounts within accumulated other comprehensive income and amortizing to expense over applicable time periods. See Note 14. “Pension and Savings Plans” for information related to pension plans.
Restructuring Activities
From time to time, the Company initiates restructuring activities in connection with its repositioning efforts to appropriately align its cost structure or optimize its coal production relative to prevailing market conditions. Costs associated with restructuring actions can include the impact of early mine closures, voluntary and involuntary workforce reductions, office closures and other related activities. Costs associated with restructuring activities are recognized in the period incurred.
Included as a component of “Restructuring charges” in the Company’s consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021 were aggregate restructuring charges of $ 3.3 million, $ 2.9 million and $ 8.3 million, respectively, primarily associated with voluntary and involuntary workforce reductions. As of December 31, 2023, a $ 0.2 million accrual for restructuring charges remained in “Accounts payable and accrued expenses,” which is expected to be paid in the first quarter of 2024.
Derivatives
The Company recognizes at fair value all contracts meeting the definition of a derivative as assets or liabilities in the consolidated balance sheets, with the exception of certain sales contracts for which the Company has elected to apply a normal purchases and normal sales exception.
With respect to derivatives used in hedging activities, the Company assesses at hedge inception whether such derivatives are highly effective at offsetting the changes in the anticipated exposure of the hedged item. The change in the fair value of derivatives designated as a cash flow hedge is recorded in “Accumulated other comprehensive income” in the consolidated balance sheets until the hedged transaction impacts reported earnings, at which time any gain or loss is reclassified to earnings. If the hedge ceases to qualify for hedge accounting, the Company prospectively recognizes changes in the fair value of the instrument in earnings in the period of the change. Gains or losses from derivative financial instruments designated as fair value hedges are recognized immediately in earnings, along with the offsetting gain or loss related to the underlying hedged item.
The Company’s asset and liability derivative positions are offset on a counterparty-by-counterparty basis if the contractual agreement provides for the net settlement of contracts with the counterparty in the event of default or termination of any one contract.
Non-derivative contracts and derivative contracts for which the Company has elected to apply the normal purchases and normal sales exception are accounted for on an accrual basis.
Business Combinations
The Company accounts for business combinations using the purchase method of accounting. The purchase method requires the Company to determine the fair value of all acquired assets, including identifiable intangible assets and all assumed liabilities. The total cost of acquisitions is allocated to the underlying identifiable net assets, based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and the utilization of independent valuation experts, and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates and asset lives, among other items.
Peabody Energy Corporation 2023 Form 10-K
F-15
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Impairment of Long-Lived Assets
The Company evaluates its long-lived assets held and used in operations for impairment as events and changes in circumstances indicate that the carrying amount of such assets might not be recoverable. Factors that would indicate potential impairment to be present include, but are not limited to, a sustained history of operating or cash flow losses, an unfavorable change in earnings and cash flow outlook, prolonged adverse industry or economic trends and a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition. The Company generally does not view short-term declines in thermal and metallurgical coal prices as a triggering event for conducting impairment tests because of historic price volatility. However, the Company generally does view a sustained trend of depressed coal pricing (for example, over periods exceeding one year) as an indicator of potential impairment. Because of the volatile and cyclical nature of coal prices and demand, it is reasonably possible that coal prices may decrease and/or fail to improve in the near term, which, absent sufficient mitigation such as an offsetting reduction in the Company’s operating costs, may result in the need for future adjustments to the carrying value of the Company’s long-lived mining assets and mining-related investments.
Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. For its active mining operations, the Company generally groups such assets at the mine level, or the mining complex level for mines that share infrastructure, with the exception of impairment evaluations triggered by mine closures. In those cases involving mine closures, the related assets are evaluated at the individual asset level for remaining economic life based on transferability to ongoing operating sites or for expected salvage. For its development and exploration properties and portfolio of surface land and coal reserve and resource holdings, the Company considers several factors to determine whether to evaluate those assets individually or on a grouped basis for purposes of impairment testing. Such factors include geographic proximity to one another, the expectation of shared infrastructure upon development based on future mining plans and whether it would be most advantageous to bundle such assets in the event of sale to a third party.
When indicators of impairment are present, the Company evaluates its long-lived assets for recoverability by comparing the estimated undiscounted cash flows expected to be generated by those assets under various assumptions to their carrying amounts. If such undiscounted cash flows indicate that the carrying value of the asset group is not recoverable, impairment losses are measured by comparing the estimated fair value of the asset group to its carrying amount. As quoted market prices are unavailable for the Company’s individual mining operations, fair value is determined through the use of an expected present value technique based on the income approach, except for non-strategic coal reserves, 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. The estimated future cash flows and underlying assumptions used to assess recoverability and, if necessary, measure the fair value of the Company’s long-lived mining assets are derived from those developed in connection with the Company’s planning and budgeting process. The Company believes its assumptions to be consistent with those a market participant would use for valuation purposes. The most critical assumptions underlying the Company’s projections and fair value estimates include those surrounding future tons sold, coal prices for unpriced coal, production costs (including costs for labor, commodity supplies and contractors), transportation costs, foreign currency exchange rates and a risk-adjusted, cost of capital (all of which generally constitute unobservable Level 3 inputs under the fair value hierarchy), in addition to market multiples for non-strategic coal reserves, 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. “Asset Impairment” for details regarding impairment charges related to long-lived assets of $ 9.5 million recognized during the year ended December 31, 2022. There were no impairment charges related to long-lived assets during the years ended December 31, 2023 or 2021.
Fair Value
For assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements, the Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Peabody Energy Corporation 2023 Form 10-K
F-16
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Foreign Currency
Functional currency is determined by the primary economic environment in which an entity operates, which for the Company’s foreign operations is generally the U.S. dollar because sales prices in international coal markets and the Company’s sources of financing for those operations are denominated in that currency. Accordingly, substantially all of the Company’s consolidated foreign subsidiaries utilize the U.S. dollar as their functional currency. Monetary assets and liabilities are remeasured at year-end exchange rates while non-monetary items are remeasured at historical rates. Income and expense accounts are remeasured at the average rates in effect during the year, except for those expenses related to balance sheet amounts that are remeasured at historical exchange rates. Gains and losses from foreign currency remeasurement related to tax balances are included as a component of “Income tax provision (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.
The Company owns a 50 % equity interest in Middlemount Coal Pty Ltd. (Middlemount), which owns the Middlemount Mine in Queensland, Australia. Middlemount utilizes the Australian dollar as its functional currency. Accordingly, the assets and liabilities of that equity investee are translated to U.S. dollars at the year-end exchange rate and income and expense accounts are translated at the average rate in effect during the year. The Company’s pro-rata share of the translation gains and losses of the equity investee are recorded as a component of “Accumulated other comprehensive income” in the consolidated balance sheets. Australian dollar denominated stockholder loans to the Middlemount Mine, which are long term in nature, are considered part of the Company’s net investment in that operation. Accordingly, foreign currency gains or losses on those loans are recorded as a component of foreign currency translation adjustment. The Company recorded 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
The Company accounts for share-based compensation at the grant date fair value of awards and recognizes the related expense over the service period of the awards. See Note 16. “Share-Based Compensation” for information related to share-based compensation.
Exploration and Drilling Costs
Exploration expenditures are charged to operating costs as incurred, including costs related to drilling and study costs incurred to convert or upgrade mineral resources to reserves.
Advance Stripping Costs
Pre-production. At existing surface operations, additional pits may be added to increase production capacity in order to meet customer requirements. These expansions may require significant capital to purchase additional equipment, expand the workforce, build or improve existing haul roads and create the initial pre-production box cut to remove overburden (that is, advance stripping costs) for new pits at existing operations. If these pits operate in a separate and distinct area of the mine, the costs associated with initially uncovering coal (that is, advance stripping costs incurred for the initial box cuts) for production are capitalized and amortized over the life of the developed pit consistent with coal industry practices.
Post-production. Advance stripping costs related to post-production are expensed as incurred. Where new pits are routinely developed as part of a contiguous mining sequence, the Company expenses such costs as incurred. The development of a contiguous pit typically reflects the planned progression of an existing pit, thus maintaining production levels from the same mining area utilizing the same employee group and equipment.
Peabody Energy Corporation 2023 Form 10-K
F-17
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Use of Estimates in the Preparation of the Consolidated Financial Statements
These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (U.S. GAAP). In doing so, estimates and assumptions are made that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates are based on historical experience and on various other assumptions deemed reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The Company’s actual results may differ materially from these estimates. Significant estimates inherent in the preparation of these consolidated financial statements include, but are not limited to, accounting for sales and cost recognition, postretirement benefit plans, environmental receivables and liabilities, asset retirement obligations, evaluation of long-lived assets for impairment, income taxes including deferred tax assets, fair value measurements and contingencies.
(2) Revenue Recognition
Disaggregation of Revenue
Revenue by product type and market is set forth in the following tables. With respect to its seaborne reporting segments, the Company classifies as “Export” certain revenue from domestically-delivered coal under contracts in which the price is derived on a basis similar to export contracts.
Year Ended December 31, 2023
Seaborne Thermal Seaborne Metallurgical Powder River Basin Other U.S. Thermal Corporate and Other (1)
Consolidated
(Dollars in millions)
Thermal coal
Domestic $ 136.4 $ — $ 1,193.9 $ 867.7 $ — $ 2,198.0
Export 1,192.5 — — — — 1,192.5
Total thermal 1,328.9 — 1,193.9 867.7 — 3,390.5
Metallurgical coal
Export — 1,299.6 — — — 1,299.6
Total metallurgical — 1,299.6 — — — 1,299.6
Other (2)
0.8 2.3 4.2 20.5 228.8 256.6
Revenue $ 1,329.7 $ 1,301.9 $ 1,198.1 $ 888.2 $ 228.8 $ 4,946.7
Year Ended December 31, 2022
Seaborne Thermal Seaborne Metallurgical Powder River Basin Other U.S. Thermal Corporate and Other (1)
Consolidated
(Dollars in millions)
Thermal coal
Domestic $ 167.6 $ — $ 1,066.0 $ 943.9 $ — $ 2,177.5
Export 1,177.3 — — 3.5 — 1,180.8
Total thermal 1,344.9 — 1,066.0 947.4 — 3,358.3
Metallurgical coal
Export — 1,610.8 — — — 1,610.8
Total metallurgical — 1,610.8 — — — 1,610.8
Other (2)
0.7 6.1 ( 0.5 ) 4.8 1.7 12.8
Revenue $ 1,345.6 $ 1,616.9 $ 1,065.5 $ 952.2 $ 1.7 $ 4,981.9
Peabody Energy Corporation 2023 Form 10-K
F-18
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Year Ended December 31, 2021
Seaborne Thermal Seaborne Metallurgical Powder River Basin Other U.S. Thermal Corporate and Other (1)
Consolidated
(Dollars in millions)
Thermal coal
Domestic $ 173.5 $ — $ 970.7 $ 669.9 $ — $ 1,814.1
Export 759.0 — — 10.0 — 769.0
Total thermal 932.5 — 970.7 679.9 — 2,583.1
Metallurgical coal
Export — 719.8 — — — 719.8
Total metallurgical — 719.8 — — — 719.8
Other (2)
1.5 7.9 0.5 9.2 ( 3.7 ) 15.4
Revenue $ 934.0 $ 727.7 $ 971.2 $ 689.1 $ ( 3.7 ) $ 3,318.3
(1) Corporate and Other includes the following:
Year Ended December 31,
2023 2022 2021
(Dollars in millions)
Unrealized gains (losses) on derivative contracts related to forecasted sales $ 159.0 $ ( 35.8 ) $ ( 115.1 )
Realized losses on derivative contracts related to forecasted sales ( 80.9 ) ( 455.1 ) ( 45.6 )
Revenue from physical sale of coal (3)
109.4 470.7 140.3
Trading revenue — 10.7 6.1
Other (2)
41.3 11.2 10.6
Total Corporate and Other $ 228.8 $ 1.7 $ ( 3.7 )
(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; property and facility rentals; 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. Primarily represents the difference between the price contracted with the customer and the price allocated to the operating segment.
Committed Revenue from Contracts with Customers
The Company expects to recognize revenue subsequent to December 31, 2023 of approximately $ 5.0 billion related to contracts with customers in which volumes and prices per ton were fixed or reasonably estimable at December 31, 2023. Approximately 43 % of such amount is expected to be recognized over the next twelve months and the remainder thereafter. Actual revenue related to such contracts may differ materially for various reasons, including price adjustment features for coal quality and cost escalations, volume optionality provisions and potential force majeure events. This estimate of future revenue does not include any revenue related to contracts with variable prices per ton that cannot be reasonably estimated, such as the majority of seaborne metallurgical and seaborne thermal coal contracts where pricing is negotiated or settled quarterly or annually.
Accounts Receivable
“Accounts receivable, net” at December 31, 2023 and 2022 consisted of the following:
December 31,
2023 2022
(Dollars in millions)
Trade receivables, net $ 322.3 $ 416.3
Miscellaneous receivables, net 67.4 49.2
Accounts receivable, net $ 389.7 $ 465.5
None of the above receivables included allowances for credit losses at December 31, 2023 or 2022. No charges for credit losses were recognized during the years ended December 31, 2023, 2022 or 2021.
Peabody Energy Corporation 2023 Form 10-K
F-19
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(3) Asset Impairment
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.
The Company identified certain assets with an aggregate carrying value of approximately $ 224 million at December 31, 2023 in its Other U.S. Thermal segment whose recoverability is most sensitive to customer concentration risk.
(4) Inventories
“ Inventories, net” as of December 31, 2023 and 2022 consisted of the following:
December 31,
2023 2022
(Dollars in millions)
Materials and supplies, net $ 153.0 $ 130.8
Raw coal 105.6 98.3
Saleable coal 93.2 67.0
Inventories, net $ 351.8 $ 296.1
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
The Company’s equity method investments include its joint venture interest in Middlemount, R3 Renewables LLC (R3) and certain other equity method investments.
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
December 31, Year Ended December 31,
2023 2022 2023 2022 2021
(Dollars in millions)
Equity method investment related to Middlemount $ 42.5 $ 27.1 $ ( 14.8 ) $ ( 135.1 ) $ ( 82.1 )
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 )
Middlemount
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.
Historically, one of the Company’s Australian subsidiaries was party to an agreement to provide a revolving loan to Middlemount. The Company’s participation in the revolving loan did not, at any time, exceed its 50 % equity interest of the revolving loan limit. The revolving loan, which bore interest at 10 % per annum and expired on December 31, 2023, has not been extended. There was no outstanding revolving loan at December 31, 2023 or 2022.
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. The determination resulted in approximately $ 33 million of income related to the release of the valuation allowance.
Peabody Energy Corporation 2023 Form 10-K
F-20
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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).
During the years ended December 31, 2023, 2022 and 2021, respectively, Middlemount generated revenue of approximately $ 219 million, $ 441 million and $ 265 million (on a 50 % basis).
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).
R3
In March 2022, the Company entered into a joint venture with unrelated partners to form R3. 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. 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
Derivatives
From time to time, the Company may utilize various types of derivative instruments to manage its exposure to risks in the normal course of business, including (1) foreign currency exchange rate risk and the variability of cash flows associated with forecasted Australian dollar expenditures made in its Australian mining platform, (2) price risk of fluctuating coal prices related to forecasted sales or purchases of coal, or changes in the fair value of a fixed price physical sales contract, (3) price risk and the variability of cash flows related to forecasted diesel fuel purchased for use in its operations and (4) interest rate risk on long-term debt. These risk management activities are actively monitored for compliance with the Company’s risk management policies.
On a limited basis, the Company engages in the direct and brokered trading of coal and freight-related contracts. Except those contracts for which the Company has elected to apply a normal purchases and normal sales exception, all derivative coal trading contracts are accounted for at fair value. The Company had no diesel fuel or interest rate derivatives in place as of December 31, 2023.
Foreign Currency Option Contracts
The Company has historically utilized currency forwards and options to hedge currency risk associated with anticipated Australian dollar operating expenditures. 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. The instruments entitle the Company to receive payment on the notional amount should the quarterly average Australian dollar-to-U.S. dollar exchange rate exceed amounts ranging from $ 0.69 to $ 0.72 over the six-month period ending June 30, 2024. 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
As of December 31, 2023, the Company had no coal derivative contracts related to its forecasted sales. Historically, such financial contracts have included futures, forwards and options.
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. 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. 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
F-21
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Financial Trading Contracts
On a limited basis, the Company may enter coal or freight derivative contracts for trading purposes. Such financial contracts may include futures, forwards and options. The Company held nominal financial trading contracts as of December 31, 2023.
Tabular Derivatives Disclosures
The Company has master netting agreements with certain of its counterparties which allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default or termination. Such netting arrangements reduce the Company’s credit exposure related to these counterparties. For classification purposes, the Company records the net fair value of all the positions with a given counterparty as a net asset or liability in the consolidated balance sheets. The fair value of derivatives reflected in the accompanying consolidated balance sheets are set forth in the table below.
December 31, 2023 December 31, 2022
Asset Derivative Liability Derivative Asset Derivative Liability Derivative
(Dollars in millions)
Foreign currency option contracts $ 6.2 $ — $ 3.0 $ —
Derivative contracts related to forecasted sales — — 100.6 ( 310.3 )
Financial trading contracts — — 11.7 —
Total derivatives 6.2 — 115.3 ( 310.3 )
Effect of counterparty netting — — ( 100.6 ) 100.6
Variation margin (received) posted — — ( 11.7 ) 209.7
Net derivatives and variation margin as classified in the balance sheets $ 6.2 $ — $ 3.0 $ —
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. 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.
Peabody Energy Corporation 2023 Form 10-K
F-22
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Currently, the Company does not seek cash flow hedge accounting treatment for its derivative financial instruments and thus changes in fair value are reflected in current earnings. The tables below show the amounts of pretax gains and losses related to the Company’s derivatives and their classification within the accompanying consolidated statements of operations.
Year Ended December 31, 2023
Total (loss) gain recognized in income (Loss) gain realized in income on derivatives Unrealized gain (loss) recognized in income on derivatives
Derivative Instrument Classification
(Dollars in millions)
Foreign currency option contracts
Operating costs and expenses $ ( 1.9 ) $ ( 9.3 ) $ 7.4
Derivative contracts related to forecasted sales Revenue 78.1 ( 80.9 ) 159.0
Financial trading contracts Revenue — 11.5 ( 11.5 )
Total $ 76.2 $ ( 78.7 ) $ 154.9
Year Ended December 31, 2022
Total (loss) gain recognized in income (Loss) gain realized in income on derivatives Unrealized (loss) gain recognized in income on derivatives
Derivative Instrument Classification
(Dollars in millions)
Foreign currency option contracts
Operating costs and expenses $ ( 8.4 ) $ ( 6.1 ) $ ( 2.3 )
Derivative contracts related to forecasted sales Revenue ( 490.9 ) ( 455.1 ) ( 35.8 )
Financial trading contracts Revenue 10.7 1.1 9.6
Total $ ( 488.6 ) $ ( 460.1 ) $ ( 28.5 )
Year Ended December 31, 2021
Total (loss) gain recognized in income Gain (loss) realized in income on derivatives Unrealized (loss) gain recognized in income on derivatives
Derivative Instrument Classification
(Dollars in millions)
Foreign currency option contracts
Operating costs and expenses $ ( 5.7 ) $ 1.8 $ ( 7.5 )
Derivative contracts related to forecasted sales Revenue ( 160.7 ) ( 45.6 ) ( 115.1 )
Financial trading contracts Revenue 6.1 4.6 1.5
Total $ ( 160.3 ) $ ( 39.2 ) $ ( 121.1 )
The Company classifies the cash effects of its derivatives within the “Cash Flows From Operating Activities” section of the consolidated statements of cash flows.
Fair Value Measurements
The Company uses a three-level fair value hierarchy that categorizes assets and liabilities measured at fair value based on the observability of the inputs utilized in the valuation. These levels include: Level 1 - inputs are quoted prices in active markets for the identical assets or liabilities; Level 2 - inputs are other than quoted prices included in Level 1 that are directly or indirectly observable through market-corroborated inputs; and Level 3 - inputs are unobservable, or observable but cannot be market-corroborated, requiring the Company to make assumptions about pricing by market participants.
Peabody Energy Corporation 2023 Form 10-K
F-23
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following tables set forth the hierarchy of the Company’s net asset (liability) positions for which fair value is measured on a recurring basis. Variation margin cash associated with the derivative balances is excluded from this table.
December 31, 2023
Level 1 Level 2 Level 3 Total
(Dollars in millions)
Foreign currency option contracts $ — $ 6.2 $ — $ 6.2
Derivative contracts related to forecasted sales — — — —
Financial trading contracts — — — —
Equity securities 0.4 — — 0.4
Total net assets $ 0.4 $ 6.2 $ — $ 6.6
December 31, 2022
Level 1 Level 2 Level 3 Total
(Dollars in millions)
Foreign currency option contracts $ — $ 3.0 $ — $ 3.0
Derivative contracts related to forecasted sales — ( 209.7 ) — ( 209.7 )
Financial trading contracts — 11.7 — 11.7
Equity securities — — 2.5 2.5
Total net (liabilities) assets $ — $ ( 195.0 ) $ 2.5 $ ( 192.5 )
For Level 1 and 2 financial assets and liabilities, the Company utilizes both direct and indirect observable price quotes, including interest rate yield curves, exchange indices, broker/dealer quotes, published indices, issuer spreads, benchmark securities and other market quotes. In the case of certain debt securities, fair value is provided by a third-party pricing service. Below is a summary of the Company’s valuation techniques for Level 1 and 2 financial assets and liabilities:
• Foreign currency option contracts are valued utilizing inputs obtained in quoted public markets (Level 2) except when credit and non-performance risk is considered to be a significant input, then the Company classifies such contracts as Level 3.
• 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.
• Investments in equity securities are currently based on unadjusted quoted prices in active markets (Level 1).
Other Financial Instruments . The following methods and assumptions were used by the Company in estimating fair values for other financial instruments as of December 31, 2023 and 2022:
• Cash and cash equivalents, restricted cash, accounts receivable, including those within the Company’s accounts receivable securitization program, margining cash, notes receivable and accounts payable have carrying values which approximate fair value due to the short maturity or the liquid nature of these instruments.
• Long-term debt fair value estimates are based on observed prices for securities when available (Level 2), and otherwise on estimated borrowing rates to discount the cash flows to their present value (Level 3).
Peabody Energy Corporation 2023 Form 10-K
F-24
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Market risk associated with the Company’s fixed- and variable-rate long-term debt relates to the potential reduction in the fair value and negative impact to future earnings, respectively, from an increase in interest rates. The fair value of debt, shown below, is principally based on reported market values and estimates based on interest rates, maturities, credit risk, underlying collateral and completed market transactions.
December 31,
2023 2022
(Dollars in millions)
Total debt at par value $ 342.3 $ 343.6
Less: Unamortized debt issuance costs ( 8.1 ) ( 9.8 )
Net carrying amount $ 334.2 $ 333.8
Estimated fair value $ 483.9 $ 560.0
The Company’s risk management function, which is independent of the Company’s coal trading function, is responsible for valuation policies and procedures, with oversight from executive management. The fair value of the Company’s coal derivative assets and liabilities reflects adjustments for credit risk. 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. The unobservable inputs do not have a direct interrelationship; therefore, a change in one unobservable input would not necessarily correspond with a change in another unobservable input.
The following table summarizes the changes in the Company’s recurring Level 3 net financial assets:
Year Ended December 31,
2023 2022 2021
(Dollars in millions)
Beginning of period $ 2.5 $ 4.0 $ 4.0
Impairment loss included in earnings ( 2.0 ) ( 1.7 ) —
Purchases — 0.2 —
Exchange ( 0.5 ) — —
End of period $ — $ 2.5 $ 4.0
The Company had no transfers between Levels 1, 2 and 3 during any of the periods presented in the table above. The Company’s policy is to value all transfers between levels using the beginning of period valuation.
(7) Property, Plant, Equipment and Mine Development
Property, plant, equipment and mine development, net, as of December 31, 2023 and 2022 consisted of the following:
December 31,
2023 2022
(Dollars in millions)
Land and coal interests $ 2,475.2 $ 2,514.7
Buildings and improvements 647.6 594.2
Machinery and equipment 1,787.6 1,543.1
Less: Accumulated depreciation, depletion and amortization ( 2,066.3 ) ( 1,787.0 )
Property, plant, equipment and mine development, net $ 2,844.1 $ 2,865.0
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. 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.
Peabody Energy Corporation 2023 Form 10-K
F-25
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(8) Income Taxes
Income from continuing operations before income taxes for the periods presented below consisted of the following:
Year Ended December 31,
2023 2022 2021
(Dollars in millions)
U.S. $ 77.8 $ 59.7 $ ( 55.0 )
Non-U.S. 1,047.0 1,218.9 425.2
Total $ 1,124.8 $ 1,278.6 $ 370.2
Total income tax provision (benefit) for the periods presented below consisted of the following:
Year Ended December 31,
2023 2022 2021
(Dollars in millions)
Current:
U.S. federal $ ( 0.1 ) $ ( 0.2 ) $ ( 0.5 )
Non-U.S. 225.9 42.9 30.8
State 0.1 0.1 —
Total current 225.9 42.8 30.3
Deferred:
Non-U.S. 82.9 ( 81.6 ) ( 7.5 )
Total deferred 82.9 ( 81.6 ) ( 7.5 )
Total income tax provision (benefit) $ 308.8 $ ( 38.8 ) $ 22.8
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,
2023 2022 2021
(Dollars in millions)
Expected income tax expense at U.S. federal statutory rate $ 236.2 $ 268.5 $ 77.7
Changes in valuation allowance, income tax ( 11.1 ) ( 595.6 ) ( 101.3 )
Changes in tax reserves ( 0.8 ) ( 1.5 ) 1.9
Excess depletion ( 15.0 ) ( 17.2 ) ( 13.7 )
Foreign earnings repatriation — 42.3 —
Foreign earnings provision differential 91.6 80.7 17.3
Global intangible low-taxed income — 197.2 67.0
Tax credits — — ( 26.5 )
Remeasurement of foreign income tax accounts ( 0.9 ) ( 2.6 ) ( 1.8 )
State income taxes, net of federal tax benefit 6.3 1.1 ( 1.1 )
Other, net 2.5 ( 11.7 ) 3.3
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. The Company recognizes the tax on global intangible low-taxed income (GILTI) as a period expense. 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. No provision for GILTI was recorded for the year ended December 31, 2023.
Peabody Energy Corporation 2023 Form 10-K
F-26
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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. 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:
December 31,
2023 2022
(Dollars in millions)
Deferred tax assets:
Tax loss carryforwards and credits $ 745.6 $ 740.1
Property, plant, equipment and mine development, principally due to differences in depreciation, depletion and asset impairments
550.1 550.8
Accrued postretirement benefit obligations 38.6 41.4
Asset retirement obligations 99.1 95.1
Employee benefits 20.1 22.1
Take-or-pay obligations 6.7 8.2
Hedge activities — 49.1
Investments and other assets 40.8 37.0
Workers’ compensation obligations 7.3 7.1
Operating lease liabilities 17.2 7.8
Other 30.6 28.3
Total gross deferred tax assets 1,556.1 1,587.0
Valuation allowance, income tax ( 1,473.5 ) ( 1,451.0 )
Total deferred tax assets 82.6 136.0
Deferred tax liabilities:
Property, plant, equipment and mine development, principally due to differences in depreciation, depletion and asset impairments
84.9 67.5
Operating lease right-of-use assets 16.3 7.6
Investments and other assets 10.0 6.6
Total deferred tax liabilities 111.2 81.7
Net deferred tax (liability) asset $ ( 28.6 ) $ 54.3
Deferred taxes are classified as follows:
Noncurrent deferred income tax asset $ — $ 74.7
Noncurrent deferred income tax liability ( 28.6 ) ( 20.4 )
Net deferred tax (liability) asset $ ( 28.6 ) $ 54.3
As of December 31, 2023, the Company had gross U.S. federal NOLs of $ 1.7 billion. 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. 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
F-27
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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. 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. 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.
Unrecognized Tax Benefits
Net unrecognized tax benefits (excluding interest and penalties) were recorded as follows in the consolidated balance sheets as of December 31, 2023 and 2022:
December 31,
2023 2022
(Dollars in millions)
Deferred income taxes $ 7.4 $ 8.2
Other noncurrent liabilities 1.3 1.3
Net unrecognized tax benefits $ 8.7 $ 9.5
Gross unrecognized tax benefits $ 8.7 $ 9.5
The amount of the Company’s gross unrecognized tax benefits decreased by $ 0.8 million since December 31, 2022 due primarily to adjustments for prior year positions partially offset by additions for current positions. The amount of the net unrecognized tax benefits that, if recognized, would directly affect the effective tax rate was $ 8.7 million and $ 9.5 million at December 31, 2023 and 2022, respectively. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for the periods presented below is as follows:
Year Ended December 31,
2023 2022 2021
(Dollars in millions)
Balance at beginning of period $ 9.5 $ 11.0 $ 9.1
Additions for current year tax positions 0.9 0.8 3.0
Reductions for prior year tax positions ( 1.7 ) ( 2.3 ) ( 1.1 )
Balance at end of period $ 8.7 $ 9.5 $ 11.0
The Company recognizes interest and penalties related to unrecognized tax benefits in its income tax provision. 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.
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
The Company’s federal income tax returns for the 2020, 2021 and 2022 tax years are subject to potential examinations by the Internal Revenue Service. The Company’s state income tax returns for the tax years 2016 and thereafter remain potentially subject to examination by various state taxing authorities due to NOL carryforwards. Australian income tax returns for tax years 2019 through 2022 continue to be subject to potential examinations by the Australian Taxation Office.
Peabody Energy Corporation 2023 Form 10-K
F-28
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Foreign Earnings
As of December 31, 2023, the Company has unremitted earnings relating to certain wholly owned subsidiaries that are not permanently reinvested, but there are no residual cash taxes on the unremitted earnings. The Company has an earnings deficit for remaining investments outside the U.S. and continues to be permanently reinvested with respect to its historical earnings. However, when appropriate, the Company has the ability to access foreign cash without incurring residual cash taxes due to the existence of NOLs.
Tax Payments and Refunds
The following table summarizes the Company’s income tax payments, net for the periods presented below:
Year Ended December 31,
2023 2022 2021
(Dollars in millions)
U.S. — federal $ ( 0.2 ) $ ( 0.3 ) $ ( 1.3 )
U.S. — state and local 0.1 — —
Non-U.S. 130.7 36.9 12.9
Total income tax payments, net $ 130.6 $ 36.6 $ 11.6
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. 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. 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. Therefore, the Company does not expect a potential exposure to Pillar Two top-up taxes.
(9) Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following:
December 31,
2023 2022
(Dollars in millions)
Trade accounts payable $ 275.8 $ 240.7
Accrued payroll and related benefits 174.3 199.4
Other accrued expenses 142.4 148.0
Income taxes payable 120.8 25.9
Accrued royalties 71.2 88.4
Accrued taxes other than income 59.3 20.0
Asset retirement obligations 54.2 84.2
Accrued insurance 32.7 22.7
Operating lease liabilities 17.3 16.8
Workers’ compensation obligations 8.7 9.3
Liabilities associated with discontinued operations 5.2 41.9
Accrued interest 3.6 8.2
Accounts payable and accrued expenses $ 965.5 $ 905.5
Peabody Energy Corporation 2023 Form 10-K
F-29
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(10) Long-term Debt
The Company’s total indebtedness as of December 31, 2023 and 2022 consisted of the following:
December 31,
Debt Instrument (defined below, as applicable) 2023 2022
(Dollars in millions)
3.250 % Convertible Senior Notes due March 2028 (2028 Convertible Notes)
$ 320.0 $ 320.0
Finance lease obligations 22.3 23.6
Less: Debt issuance costs ( 8.1 ) ( 9.8 )
334.2 333.8
Less: Current portion of long-term debt 13.5 13.2
Long-term debt $ 320.7 $ 320.6
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
Upon maturity on March 31, 2022, the Company retired the remaining principal balance of senior secured notes for $ 23.1 million.
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. 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 %. 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.
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. 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 %.
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.
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. 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.
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. 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
F-30
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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. 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.
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.
3.250 % Convertible Senior Notes due 2028
On March 1, 2022, the Company issued $ 320.0 million in aggregate principal amount of 3.250 % Convertible Senior Notes due 2028 (the 2028 Convertible Notes) through a private offering. The 2028 Convertible Notes are senior unsecured obligations of the Company and are governed under an indenture.
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.
The 2028 Convertible Notes will mature on March 1, 2028, unless earlier converted, redeemed or repurchased in accordance with their terms. The 2028 Convertible Notes bear interest at a rate of 3.250 % per year, payable semi-annually in arrears on March 1 and September 1 of each year.
The 2028 Convertible Notes are convertible at the option of the holders only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ended June 30, 2022, if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the Measurement Period) in which the trading price per $ 1,000 principal amount of 2028 Convertible Notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock; (4) if the Company calls any 2028 Convertible Notes for redemption; and (5) at any time from, and including, September 1, 2027 until the close of business on the second scheduled trading day immediately before the maturity date.
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. 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. 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 %. 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 . 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. 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.
Peabody Energy Corporation 2023 Form 10-K
F-31
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company may not redeem the 2028 Convertible Notes prior to March 1, 2025. The Company may redeem for cash all or any portion of the 2028 Convertible Notes, at its option, on or after March 1, 2025 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to 100 % of the principal amount of the 2028 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. However, the Company may not redeem less than all of the outstanding 2028 Convertible Notes unless at least $ 75 million aggregate principal amount of 2028 Convertible Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. No sinking fund is provided for the 2028 Convertible Notes.
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.
During the fourth quarter of 2022, the Company’s reported common stock prices prompted the conversion feature of the 2028 Convertible Notes. As a result, the 2028 Convertible Notes were convertible at the option of the holders during the first quarter of 2023. However, the Company did not receive any conversion requests.
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. 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.
Margin Financing Arrangement
In March 2022, the Company entered into a discrete credit agreement which provided for a $ 150 million unsecured revolving credit facility. The revolving facility was scheduled to mature in April 2025 and bore interest at a rate of 10.0 % per annum on drawn amounts. 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. 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. The Company made no additional borrowings and terminated the facility in August 2022.
Interest Charges
The following table presents the components of the Company’s interest expense related to its indebtedness and financial assurance instruments such as surety bonds and letters of credit. Additionally, the table sets forth the amount of cash paid for interest and the amount of non-cash interest expense primarily related to the amortization of debt issuance costs.
Year Ended December 31,
2023 2022 2021
(Dollars in millions)
Indebtedness $ 21.6 $ 87.0 $ 132.3
Financial assurance instruments 38.2 53.3 51.1
Interest expense $ 59.8 $ 140.3 $ 183.4
Cash paid for interest $ 61.9 $ 118.5 $ 174.9
Non-cash interest expense $ 4.6 $ 17.7 $ 21.3
Peabody Energy Corporation 2023 Form 10-K
F-32
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Covenant Compliance
The Company was compliant with all relevant covenants under its debt and other finance agreements at December 31, 2023. The April 2023 termination of the Company’s then-existing credit agreement and related letter of credit facility, as described in Note 20. “Financial Instruments, Guarantees With Off-Balance-Sheet Risk and Other Guarantees,” eliminated the related compliance requirements as of March 31, 2023 and prospectively.
Revolving Credit Facility
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.
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. 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.
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. The 2024 Credit Agreement is secured by substantially all assets of the Company and its U.S. subsidiaries, as well as a pledge of two Australian subsidiaries.
Finance Lease Obligations
Refer to Note 11. “Leases” for additional information associated with the Company’s finance leases, which pertain to the financing of mining equipment used in operations.
(11) Leases
The Company has operating and finance leases for mining and non-mining equipment, office space and certain other facilities under various non-cancellable agreements. Historically, the majority of the Company’s leases have been accounted for as operating leases. Refer to Note 1. “Summary of Significant Accounting Policies” for the Company’s policies regarding “Leases.”
The Company and certain of its subsidiaries have guaranteed other subsidiaries’ performance under various lease obligations. Certain lease agreements are subject to the restrictive covenants of the Company’s credit facilities and include cross-acceleration provisions, under which the lessor could require remedies including, but not limited to, immediate recovery of the present value of any remaining lease payments. The Company typically agrees to indemnify lessors for the value of the property or equipment leased, should the property be damaged or lost during the course of the Company’s operations. The Company expects that losses with respect to leased property, if any, may be covered by insurance (subject to deductibles). Aside from indemnification of the lessor for the value of the property leased, the Company’s maximum potential obligations under its leases are equal to the respective future minimum lease payments, and the Company assumes that no amounts could be recovered from third parties.
Peabody Energy Corporation 2023 Form 10-K
F-33
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The components of lease expense for the periods presented below were as follows:
Year Ended December 31,
2023 2022 2021
(Dollars in millions)
Operating lease cost:
Operating leases $ 22.1 $ 18.9 $ 19.8
Short-term leases 44.3 30.6 15.5
Variable leases 8.7 7.6 2.7
Sublease income ( 1.4 ) ( 1.3 ) ( 1.9 )
Total operating lease cost $ 73.7 $ 55.8 $ 36.1
Finance lease cost:
Amortization of right-of-use assets $ 7.2 $ 6.3 $ 5.9
Interest on lease liabilities 1.7 2.1 2.7
Total finance lease cost $ 8.9 $ 8.4 $ 8.6
Supplemental balance sheet information related to leases at December 31, 2023 and 2022 was as follows:
December 31,
2023 2022
(Dollars in millions)
Operating leases:
Operating lease right-of-use assets $ 61.9 $ 26.9
Accounts payable and accrued expenses $ 17.3 $ 16.8
Operating lease liabilities, less current portion 47.7 11.0
Total operating lease liabilities $ 65.0 $ 27.8
Finance leases:
Property, plant, equipment and mine development $ 34.3 $ 36.1
Accumulated depreciation ( 15.4 ) ( 12.6 )
Property, plant, equipment and mine development, net $ 18.9 $ 23.5
Current portion of long-term debt $ 13.5 $ 13.2
Long-term debt, less current portion 8.8 10.4
Total finance lease liabilities $ 22.3 $ 23.6
Weighted average remaining lease term (years)
Operating leases 4.6
Finance leases 2.3
Weighted average discount rate
Operating leases 6.8 %
Finance leases 6.8 %
Peabody Energy Corporation 2023 Form 10-K
F-34
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Supplemental cash flow information related to leases for the periods presented below was as follows:
Year Ended December 31,
2023 2022 2021
(Dollars in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases $ 18.8 $ 20.5 $ 24.3
Operating cash flows for finance leases 1.7 2.1 3.8
Financing cash flows for finance leases 9.0 9.3 8.2
Right-of-use assets obtained in exchange for lease obligations:
Operating leases 55.6 13.5 7.1
Finance leases 6.7 6.4 24.4
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. The contractual maturities of lease liabilities were as follows:
Period Ending December 31, Operating Leases Finance Leases
(Dollars in millions)
2024 $ 19.0 $ 14.3
2025 15.0 5.8
2026 14.7 3.0
2027 13.2 1.7
2028 7.5 0.2
2029 and thereafter 4.2 —
Total lease payments 73.6 25.0
Less imputed interest ( 8.6 ) ( 2.7 )
Total lease liabilities $ 65.0 $ 22.3
(12) Asset Retirement Obligations
Reconciliations of the Company’s asset retirement obligations are as follows:
December 31,
2023 2022
(Dollars in millions)
Balance at beginning of period $ 750.0 $ 719.8
Liabilities settled ( 60.4 ) ( 51.7 )
Accretion expense 61.3 56.2
Revisions to estimates ( 48.1 ) 25.7
Balance at end of period $ 702.8 $ 750.0
Less: Current portion (included in “Accounts payable and accrued expenses”) 54.2 84.2
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
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. See Note 20. “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
F-35
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(13) Postretirement Health Care and Life Insurance Benefits
The Company currently provides health care and life insurance benefits to qualifying salaried and hourly retirees of its current and certain former subsidiaries and their dependents from benefit plans established by the Company. Plan coverage for health benefits is provided to future hourly and salaried retirees in accordance with the applicable plan document. Life insurance benefits are provided to future represented hourly retirees in accordance with the Company’s benefit plans and any applicable labor agreement.
Net periodic postretirement benefit credit included the following components:
Year Ended December 31,
2023 2022 2021
(Dollars in millions)
Service cost for benefits earned $ 0.5 $ 0.8 $ 1.0
Interest cost on accumulated postretirement benefit obligation 10.2 7.0 10.5
Expected return on plan assets ( 0.5 ) ( 0.8 ) ( 1.0 )
Amortization of prior service credit ( 53.8 ) ( 53.8 ) ( 46.4 )
Net actuarial gain ( 2.6 ) ( 51.2 ) ( 54.5 )
Net periodic postretirement benefit credit $ ( 46.2 ) $ ( 98.0 ) $ ( 90.4 )
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. 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.
The following includes pretax amounts recorded in “Accumulated other comprehensive income”:
Year Ended December 31,
2023 2022 2021
(Dollars in millions)
Prior service credit arising during year $ — $ — $ ( 139.5 )
Amortization:
Prior service credit 53.8 53.8 46.4
Total recorded in “Accumulated other comprehensive income”
$ 53.8 $ 53.8 $ ( 93.1 )
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. 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.
Peabody Energy Corporation 2023 Form 10-K
F-36
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table sets forth the plans’ funded status reconciled with the amounts shown in the consolidated balance sheets:
December 31,
2023 2022
(Dollars in millions)
Change in benefit obligation:
Accumulated postretirement benefit obligation at beginning of period $ 189.9 $ 258.7
Service cost 0.5 0.8
Interest cost 10.2 7.0
Benefits paid and administrative fees (net of Medicare Part D reimbursements) ( 20.9 ) ( 21.2 )
Actuarial gain ( 1.7 ) ( 55.4 )
Accumulated postretirement benefit obligation at end of period 178.0 189.9
Change in plan assets:
Fair value of plan assets at beginning of period 17.4 26.1
Actual return on plan assets 1.5 ( 3.4 )
Employer contributions 16.3 15.9
Benefits paid and administrative fees (net of Medicare Part D reimbursements) ( 20.9 ) ( 21.2 )
Fair value of plan assets at end of period 14.3 17.4
Funded status at end of period ( 163.7 ) ( 172.5 )
Less: Current portion (included in “Accounts payable and accrued expenses”) 15.3 16.0
Noncurrent obligation (included in “Accrued postretirement benefit costs”) $ ( 148.4 ) $ ( 156.5 )
In October 2021, the Company announced changes to its postretirement health care benefit plan for certain represented retirees. Effective January 1, 2022, the Company no longer provides medical coverage to certain existing retirees but continues to offer a life insurance benefit to eligible retirees. The impact of the changes on future benefits reduced the Company’s accumulated postretirement benefit obligation by $ 139.5 million. The reduction was attributable to the elimination of health care benefits for certain represented retirees. 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; $ 117.4 million remaining in “Accumulated other comprehensive income” at December 31, 2023).
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; $ 7.8 million remaining in “Accumulated other comprehensive income” at December 31, 2023). 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; $ 63.5 million remaining in “Accumulated other comprehensive income” at December 31, 2023). 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; $ 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:
December 31,
2023 2022
Discount rate 5.44 % 5.70 %
Measurement date December 31, 2023 December 31, 2022
Peabody Energy Corporation 2023 Form 10-K
F-37
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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,
2023 2022 2021
Discount rate 5.70 % 2.84 % 2.55 %
Expected long-term return on plan assets (pretax) 5.75 % 5.75 % 5.75 %
Measurement date December 31, 2022 December 31, 2021 December 31, 2020
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. The asset allocation of plan assets and long-term capital market expectations remain unchanged from December 31, 2022, therefore the Company’s expected pretax rate of return on plan assets will remain at 5.75 % for 2024.
The accumulated postretirement benefit obligation exceeded plan assets for all plans as of December 31, 2023 and 2022. The accumulated postretirement benefit obligation for all plans was $ 178.0 million and $ 189.9 million as of December 31, 2023 and 2022, respectively.
The following presents information about the assumed health care cost trend rate:
Year Ended December 31,
2023 2022
Pre-Medicare:
Health care cost trend rate assumed for next year 6.75 % 7.00 %
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
Post-Medicare:
Health care cost trend rate assumed for next year (1)
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
(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.
Plan Assets
The Company maintains a Voluntary Employees’ Beneficiary Association (VEBA) trust to pre-fund a portion of benefits for non-represented retirees. Assets of the Peabody Investments Corp. Non-Represented Retiree VEBA Trust (the Non-Represented Trust) are invested in accordance with the investment policy established by the Peabody VEBA Retirement Committee after consultation with outside investment advisors and actuaries. As of December 31, 2023 and 2022, the asset allocation strategy for the Non-Represented Trust is 30 % in equity and 70 % in fixed income assets. 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.
U.S. equity securities. The Non-Represented Trust invests in U.S. equity securities for growth and diversification. Investment vehicles include various domestic large-cap publicly traded common stocks. 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.
Peabody Energy Corporation 2023 Form 10-K
F-38
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
International equity securities. The Non-Represented Trust invests in international equity securities for growth and diversification. Investment vehicles include mutual funds. The mutual funds are traded on a national securities exchange in an active market, are valued using daily publicly quoted net asset value (NAV) prices and accordingly classified within Level 1 of the valuation hierarchy.
Corporate bonds . The Non-Represented Trust invests in corporate bonds for diversification, volatility reduction of equity securities and to provide a hedge to interest rate movements affecting liabilities. Investment types are predominantly investment-grade corporate bonds. Fair value for these securities is provided by a third-party pricing service that utilizes various inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads and benchmark securities as well as other relevant economic measures. Corporate bonds are classified within the Level 2 valuation hierarchy since fair value inputs are derived prices in active markets and the bonds are not traded on a national securities exchange.
U.S. government securities . The Non-Represented Trust invests in U.S. government securities for diversification, volatility reduction of equity securities and to provide a hedge to interest rate movements affecting liabilities. Investment types are predominantly U.S. government bonds, notes, agency securities and municipal bonds. Fair value for these securities is provided by a third-party pricing service that utilizes various inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads and benchmark securities as well as other relevant economic measures. If fair value is based on quoted prices in active markets and traded on a national securities exchange, U.S. government securities are classified within the Level 1 valuation hierarchy; otherwise, U.S. government securities are classified within the Level 2 valuation hierarchy.
Cash funds . The Non-Represented Trust invests in cash funds to manage liquidity resulting from payment of participant benefits and certain administrative fees. The investment consists of non-interest bearing cash funds and U.S. government money market fund which are classified within the Level 1 valuation hierarchy.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.
The following tables present the fair value of assets in the Non-Represented Trust by asset category and by fair value hierarchy:
December 31, 2023
Level 1 Level 2 Level 3 Total
(Dollars in millions)
U.S. equity securities $ 3.0 $ — $ — $ 3.0
International equity securities 0.9 — — 0.9
Corporate bonds — 5.2 — 5.2
U.S. government securities 1.8 2.8 — 4.6
Cash funds 0.6 — — 0.6
Total assets at fair value $ 6.3 $ 8.0 $ — $ 14.3
December 31, 2022
Level 1 Level 2 Level 3 Total
(Dollars in millions)
U.S. equity securities $ 3.7 $ — $ — $ 3.7
International equity securities 1.1 — — 1.1
Corporate bonds — 7.1 — 7.1
U.S. government securities 2.0 3.0 — 5.0
Cash funds 0.5 — — 0.5
Total assets at fair value $ 7.3 $ 10.1 $ — $ 17.4
Peabody Energy Corporation 2023 Form 10-K
F-39
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Contributions
Annual contributions to the Non-Represented Trust are discretionary. During the year ended December 31, 2023, the Company made no contributions to the trust.
Estimated Future Benefit Payments
The following benefit payments (net of retiree contributions and Medicare Part D reimbursements), which reflect expected future service, as appropriate, are expected to be paid by the Company or satisfied from Non-Represented Trust assets:
Postretirement
Benefits
(Dollars in millions)
2024 $ 21.3
2025 20.6
2026 19.5
2027 18.4
2028 17.4
Years 2029-2033 69.4
(14) Pension and Savings Plans
One of the Company’s subsidiaries, Peabody Investments Corp. (PIC), sponsored a defined benefit pension plan covering certain U.S. salaried employees and eligible hourly employees at certain PIC subsidiaries (the Peabody Plan). As discussed further below, the Peabody Plan was terminated in 2022 with assets distributed in 2023. 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. 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. 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. 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. 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.
In May 2022, the Board of Directors of PIC approved the termination of the Peabody Plan effective July 31, 2022. 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. 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.
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. 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.
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. Peabody no longer administers or pays the retirement benefits of Peabody Plan participants. No cash contributions were required to complete the termination process for the Peabody Plan.
Peabody Energy Corporation 2023 Form 10-K
F-40
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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. 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. 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. The Company will use the funds in the Qualified Replacement Plan at least ratably over a seven year period.
Net periodic pension cost included the following components:
Year Ended December 31,
2023 2022 2021
(Dollars in millions)
Service cost for benefits earned $ 0.1 $ 0.1 $ 0.2
Interest cost on projected benefit obligation 20.1 21.4 20.4
Expected return on plan assets ( 17.6 ) ( 23.8 ) ( 22.9 )
Settlement ( 2.2 ) — —
Net actuarial loss — 20.6 12.7
Net periodic pension cost $ 0.4 $ 18.3 $ 10.4
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. 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:
December 31,
2023 2022
(Dollars in millions)
Change in benefit obligation:
Projected benefit obligation at beginning of period $ 580.9 $ 751.7
Service cost 0.1 0.1
Interest cost 20.1 21.4
Benefits paid ( 36.1 ) ( 55.1 )
Actuarial loss (gain) 3.4 ( 137.2 )
Settlement ( 443.2 ) —
Projected benefit obligation at end of period 125.2 580.9
Change in plan assets:
Fair value of plan assets at beginning of period 583.3 772.4
Actual return on plan assets 23.1 ( 134.0 )
Employer contributions ( 11.1 ) —
Benefits paid ( 36.1 ) ( 55.1 )
Settlement ( 443.2 ) —
Fair value of plan assets at end of period 116.0 583.3
Funded status at end of period $ ( 9.2 ) $ 2.4
Amounts recognized in the consolidated balance sheets:
Noncurrent asset (included in “Investments and other assets”) $ — $ 9.9
Noncurrent obligation (included in “Other noncurrent liabilities”) ( 9.2 ) ( 7.5 )
Net amount recognized $ ( 9.2 ) $ 2.4
Peabody Energy Corporation 2023 Form 10-K
F-41
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The weighted-average assumptions used to determine the benefit obligations as of the end of each year were as follows:
December 31,
2023 2022
Discount rate 5.40 % 5.44 %
Measurement date December 31, 2023 December 31, 2022
The weighted-average assumptions used to determine net periodic pension cost (credit) during each period were as follows:
Year Ended December 31,
2023 2022 2021
Discount rate 5.44 % 2.95 % 2.60 %
Expected long-term return on plan assets 4.85 % 3.20 % 2.80 %
Measurement date December 31, 2022 December 31, 2021 December 31, 2020
The expected rate of return on plan assets is determined by taking into consideration expected long-term returns associated with each major asset class based on long-term historical ranges, inflation assumptions and the expected net value from active management of the assets based on actual results. Effective January 1, 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. As of December 31, 2023, there were no plan assets, projected benefit obligation or accumulated benefit obligation for the Peabody Plan. 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.
Assets of the Pension Plans
Assets of the PIC Master Trust (the Master Trust) are invested in accordance with investment guidelines established by the Peabody Plan Retirement Committee and the Peabody Western Plan Retirement Committee (collectively, the Retirement Committees) after consultation with outside investment advisors and actuaries.
The asset allocation targets have been set with the expectation that the assets of the Master Trust will be managed with an appropriate level of risk to fund each Pension Plan’s expected liabilities. To determine the appropriate target asset allocations, the Retirement Committees consider the demographics of each Pension Plan’s participants, the funded status of each Pension Plan, the business and financial profile of the Company and other associated risk preferences. These allocation targets are reviewed by the Retirement Committees on a regular basis and revised as necessary. As a result of discretionary contributions made in recent years, the Pension Plans have become nearly fully funded and therefore, as of December 31, 2023 and 2022, the Master Trust investment portfolio reflected the Company’s target asset mix of 100 % fixed income investments. Prior to December 31, 2023 the Master Trust assets also included investments in various real estate holdings through limited partnerships. The real estate holdings represented approximately less than 1 % of total Master Trust assets as of December 31, 2022. 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. Specific investment guidelines have been established by the Retirement Committees for each major asset class including performance benchmarks, allowable and prohibited investment types and concentration limits. In general, investment guidelines do not permit leveraging the assets held in the Master Trust. However, investment managers may employ various strategies and derivative instruments in establishing overall portfolio characteristics consistent with the guidelines and investment objectives established by the Retirement Committees for their portfolios. Fixed income investment guidelines only allow for exchange-traded derivatives if the investment manager deems the derivative vehicle to be more attractive than a similar direct investment in an underlying cash market or to manage the duration of the fixed income portfolio.
Peabody Energy Corporation 2023 Form 10-K
F-42
Table of Contents
PEABODY ENERGY CORPORATION
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. Following is a description of the valuation techniques and inputs used for investments measured at fair value, including the general classification of such investments pursuant to the valuation hierarchy.
Corporate bonds . The Master Trust invests in corporate bonds for diversification and to provide a hedge to interest rate movements affecting liabilities. Investment types are predominantly investment-grade corporate bonds. Fair value for these securities is provided by a third-party pricing service that utilizes various inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads and benchmark securities as well as other relevant economic measures. Corporate bonds are classified within the Level 2 valuation hierarchy since fair value inputs are derived prices in active markets and the bonds are not traded on a national securities exchange.
U.S. government securities. The Master Trust invests in U.S. government securities for diversification and to provide a hedge to interest rate movements affecting liabilities. Investment types are predominantly U.S. government bonds, agency securities and municipal bonds. Fair value for these securities is provided by a third-party pricing service that utilizes various inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads and benchmark securities as well as other relevant economic measures. If fair value is based on quoted prices in active markets and traded on a national securities exchange, U.S. government securities are classified within the Level 1 valuation hierarchy; otherwise, U.S. government securities are classified within the Level 2 valuation hierarchy.
International government securities. The Master Trust invests in international government securities for diversification and to provide a hedge to interest rate movements affecting liabilities. Investment types are predominantly non-U.S. government bonds. Fair value for these securities is provided by a third-party pricing service that utilizes various inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads and benchmark securities as well as other relevant economic measures. International government securities are classified within the Level 2 valuation hierarchy since fair value inputs are derived prices in active markets and the bonds are not traded on a national securities exchange.
Asset-backed securities. The Master Trust invests in asset-backed securities for diversification and to provide a hedge to interest rate movements affecting liabilities. Investment types are predominately mortgage-backed securities. Asset-backed securities are classified within the Level 2 valuation hierarchy since fair value inputs are derived prices in active markets and the investments are not traded on a national securities exchange.
Cash funds . The Master Trust invests in cash funds to manage liquidity resulting from payment of participant benefits and certain administrative fees. Investment vehicles primarily include a non-interest bearing cash fund with an earnings credit allowance feature, various exchange-traded derivative instruments consisting of futures and interest rate swap agreements used to manage the duration of certain liability-hedging investments. The non-interest bearing cash fund is classified within the Level 1 valuation hierarchy. Exchange traded derivatives, such as options and futures, for which market quotations are readily available, are valued at the last reported sale price or official closing price on the primary market or exchange on which they are traded and are classified within the Level 1 valuation hierarchy.
Group annuity contract. The Master Trust invested in a buy-in GAC to provide a hedge to interest rate movements affecting liabilities. The GAC consisted of a nonparticipating single premium group annuity contract. 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. Since there were no observable inputs associated with the valuation, the GAC was classified within the Level 3 valuation hierarchy.
Real estate interests . The Master Trust invested in real estate interests for diversification. Investments in real estate represented interests in several limited partnerships, which invest in various real estate properties. Interests in real estate were valued using various methodologies, including independent third party appraisals; fair value measurements were not developed by the Company. 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. This involved a significant degree of judgment by taking into consideration a combination of internal and external factors. Accordingly, interests in real estate were classified within the Level 3 valuation hierarchy.
Private mutual funds . The Master Trust invests in mutual funds for growth and diversification. Investment vehicles include an institutional fund that holds a diversified portfolio of long-duration corporate fixed income investments (Corporate Bond Fund). The Corporate Bond Fund is not traded on a national securities exchange and is valued at NAV, the practical expedient to estimate fair value.
Peabody Energy Corporation 2023 Form 10-K
F-43
Table of Contents
PEABODY ENERGY CORPORATION
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. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.
The following tables present the fair value of assets in the Master Trust by asset category and by fair value hierarchy:
December 31, 2023
Level 1 Level 2 Level 3 Total
(Dollars in millions)
Corporate bonds $ — $ 66.7 $ — $ 66.7
U.S. government securities 19.3 4.1 — 23.4
International government securities — 1.5 — 1.5
Asset-backed securities — 0.5 — 0.5
Cash funds 3.8 — — 3.8
Total assets at fair value $ 23.1 $ 72.8 $ — 95.9
Assets measured at net asset value practical expedient (1)
Private mutual funds 20.1
Total plan assets $ 116.0
December 31, 2022
Level 1 Level 2 Level 3 Total
(Dollars in millions)
Corporate bonds $ — $ 67.2 $ — $ 67.2
U.S. government securities 23.3 2.8 — 26.1
International government securities — 2.0 — 2.0
Asset-backed securities — 0.7 — 0.7
Cash funds 9.8 — — 9.8
Group annuity contract — — 430.1 430.1
Real estate interests — — 0.3 0.3
Total assets at fair value $ 33.1 $ 72.7 $ 430.4 536.2
Assets measured at net asset value practical expedient (1)
Private mutual funds 47.1
Total plan assets $ 583.3
(1) In accordance with Accounting Standards Update 2015-07, investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the tables are intended to permit reconciliation of the fair value hierarchy to the total value of assets of the plans.
The table below sets forth a summary of changes in the fair value of the Master Trust’s Level 3 investments:
Year Ended December 31,
2023 2022 2021
(Dollars in millions)
Balance, beginning of period $ 430.4 $ 0.3 $ 1.2
Realized (losses) gains ( 10.4 ) 0.1 0.9
Unrealized losses relating to investments still held at the reporting date — ( 68.8 ) ( 0.6 )
Purchases, sales and settlements, net ( 420.0 ) 498.8 ( 1.2 )
Balance, end of period $ — $ 430.4 $ 0.3
Peabody Energy Corporation 2023 Form 10-K
F-44
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Contributions
Annual contributions to the qualified plans are made in accordance with minimum funding standards and the Company’s agreement with the Pension Benefit Guaranty Corporation. Funding decisions also consider certain funded status thresholds defined by the Pension Protection Act of 2006 (generally 80 %). As of December 31, 2023, the Company’s qualified plans are expected to be at or above the Pension Protection Act thresholds. The Company was not required to make any payments to its qualified pension plans in 2023 based on minimum funding requirements and did not make any discretionary contributions in 2023.
Estimated Future Benefit Payments
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid in connection with the Company’s benefit obligation:
Pension Benefits
(Dollars in millions)
2024
$ 11.0
2025
10.9
2026
10.8
2027
10.6
2028
10.5
Years 2029-2033
48.6
Defined Contribution Plans
The Company sponsors employee retirement accounts under three 401(k) plans for eligible U.S. employees. The Company matches voluntary contributions to each plan up to specified levels. 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. The Company granted discretionary contributions of $ 7.3 million and $ 9.2 million during the years ended December 31, 2023 and 2022, respectively. There were no discretionary contributions granted during the year ended December 31, 2021. Discretionary contributions paid during the years ended December 31, 2023 and 2022 were $ 4.6 million and $ 4.0 million, respectively. There were no discretionary contributions paid during the year ended December 31, 2021.
Superannuation
The Company makes superannuation contributions for eligible Australia employees in accordance with the employer contribution rate set by the Government of Australia. The expense related to these contributions was $ 21.9 million, $ 18.8 million and $ 17.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. A performance contribution feature allows for additional discretionary contributions from the Company. The Company granted discretionary performance contributions of $ 1.6 million during both the years ended December 31, 2023 and 2022. There were no discretionary performance contributions granted for the year ended December 31, 2021. 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.
Peabody Energy Corporation 2023 Form 10-K
F-45
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(15) Stockholders’ Equity
Common Stock
In accordance with the Company’s Fourth Amended and Restated Certificate of Incorporation, the Company has 450.0 million authorized shares of Common Stock, par value $ 0.01 per share. Holders of Common Stock are entitled to one vote per share on all matters to be voted upon by the stockholders. The holders of Common Stock do not have cumulative voting rights in the election of directors. Holders of Common Stock are entitled to receive ratably dividends if, as and when dividends are declared from time to time by the Board of Directors (the Board) out of funds legally available for that purpose, after payment of dividends required to be paid on any outstanding preferred stock or series common stock. Upon dissolution, liquidation or winding up of the Company, the holders of Common Stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and subject to the right of holders of any outstanding preferred stock or series common stock. The Common Stock has no preemptive or conversion rights and is not subject to further calls or assessment by the Company. There are no redemption or sinking fund provisions applicable to the Common Stock.
The following table summarizes Common Stock activity during the periods presented below:
Year Ended December 31,
2023 2022 2021
(In millions)
Shares outstanding at the beginning of the period 143.9 133.3 97.8
Shares issued for vested restricted stock units 1.5 0.7 1.0
Shares issued in exchange for debt retirement — — 10.0
Shares issued under at-the-market equity offering program — 10.1 24.8
Shares repurchased ( 16.7 ) ( 0.2 ) ( 0.3 )
Shares outstanding at the end of the period 128.7 143.9 133.3
Preferred Stock
The Board is authorized to issue up to 100.0 million shares of preferred stock, par value $ 0.01 per share. The Board can determine the terms and rights of each series, including whether dividends (if any) will be cumulative or non-cumulative and the dividend rate of the series, redemption or sinking fund provisions, conversion terms, prices and rates and amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company and whether the shares of the series will be convertible into shares of any other class or series, or any other security, of the Company or any other corporation. The Board may also determine restrictions on the issuance of shares of the same series or of any other class or series, and the voting rights (if any) of the holders of the series. There were no outstanding shares of preferred stock as of December 31, 2023.
Series Common Stock
The Board is authorized to issue up to 50.0 million shares of series common stock, par value $ 0.01 per share. The Board can determine the terms and rights of each series, whether dividends (if any) will be cumulative or non-cumulative and the dividend rate of the series, redemption or sinking fund provisions, conversion terms, prices and rates and amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company and whether the shares of the series will be convertible into shares of any other class or series, or any other security, of the Company or any other corporation. The Board may also determine restrictions on the issuance of shares of the same series or of any other class or series, and the voting rights (if any) of the holders of the series. There were no outstanding shares of series common stock as of December 31, 2023.
Treasury Stock
Shares repurchases. 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. Additionally, restrictive covenants in its then-existing credit facility also limited the Company’s ability to repurchase shares. 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.
Peabody Energy Corporation 2023 Form 10-K
F-46
Table of Contents
PEABODY ENERGY CORPORATION
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. 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. 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. The 2017 Repurchase Program was superseded and replaced by the 2023 Repurchase Program.
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. Of this amount repurchased, $ 2.6 million related to repurchases which settled subsequent to December 31, 2023. 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. The Company includes commission fees and excise taxes, as incurred, with the cost of treasury stock. At December 31, 2023, $ 650.0 million remained available under the 2023 Repurchase Program.
Under the 2023 Repurchase Program, the Company may purchase shares of common stock at its discretion. 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. The Company routinely allows employees to relinquish Common Stock to pay estimated taxes upon the vesting of restricted stock units and the payout of performance units that are settled in Common Stock under its equity incentive plans. The number of shares of Common Stock relinquished was 0.6 million, 0.2 million and 0.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. The value of the Common Stock tendered by employees was based upon the closing price on the dates of the respective transactions.
(16) Share-Based Compensation
The Company has established the Peabody Energy Corporation 2017 Incentive Plan (the 2017 Incentive Plan) for employees, non-employee directors and consultants that allows for the issuance of share-based compensation in various forms including options (including non-qualified stock options and incentive stock options), stock appreciation rights, restricted stock, restricted stock units, deferred stock, performance units, dividend equivalents and cash incentive awards. Under the 2017 Incentive Plan, approximately 14 million shares of the Company’s Common Stock were reserved for issuance. As of December 31, 2023, there are approximately 6.1 million shares of the Company’s Common Stock available for grant.
Share-Based Compensation Expense and Cash Flows
The Company’s share-based compensation expense is recorded in “Operating costs and expenses” and “Selling and administrative expenses” in the consolidated statements of operations. Cash received by the Company upon the exercise of stock options is reflected as a financing activity in the consolidated statements of cash flows. Share-based compensation expense and cash flow amounts were as follows:
Year Ended December 31,
2023 2022 2021
(Dollars in millions)
Share-based compensation expense $ 6.9 $ 8.4 $ 10.0
Tax benefit — — —
Share-based compensation expense, net of tax benefit $ 6.9 $ 8.4 $ 10.0
Cash received upon the exercise of stock options
— — —
Write-off tax benefits related to share-based compensation — — —
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.
Peabody Energy Corporation 2023 Form 10-K
F-47
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Deferred Stock Units
During the years ended December 31, 2023, 2022 and 2021, the Company granted deferred stock units to each of the non-employee members of the Board. The fair value of these units is equal to the market price of the Company’s Common Stock at the date of grant. These deferred stock units generally vest on a monthly basis over 12 months and are settled in Common Stock three years after the date of grant.
Restricted Stock Units
The Company grants restricted stock units to certain senior management and non-senior management employees. For units granted to both senior and non-senior management employees containing only service conditions, the fair value of the award is equal to the market price of the Company’s Common Stock at the date of grant. Units granted to senior and non-senior management employees vest at various times (none of which exceed three years ) in accordance with the underlying award agreement. Compensation cost for both senior and non-senior management employees is recognized on a straight-line basis over the requisite service period. The payouts for active grants awarded during the years ended December 31, 2023, 2022 and 2021 will be settled in the Company’s Common Stock.
Awards granted to certain senior management employees during the year ended December 31, 2022 contain a performance feature in which the award can be increased by up to 100 % based on Adjusted EBITDA results over a two-year period. The incremental shares, which can be increased by up to 234,973 shares as of December 31, 2023 if the performance condition is satisfied, are not included in the table below.
A summary of restricted stock unit activity is as follows:
Year Ended December 31, 2023 Weighted
Average
Grant-Date
Fair Value
Nonvested at December 31, 2022 778,313 $ 9.13
Granted 217,406 25.09
Vested ( 550,352 ) 8.53
Forfeited ( 14,953 ) 17.78
Nonvested at December 31, 2023 430,414 $ 17.67
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.
The restricted stock units receive dividend equivalent units (DEUs) upon payment of cash dividends to holders of Common Stock. DEUs vest subject to the same vesting requirements as the underlying restricted stock unit award. As of December 31, 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.
In March 2021 the Company entered into a transition agreement with its former chief executive officer which resulted in a modification to restricted stock units granted. Under terms of the agreement, any restricted stock units held by the former chief executive officer that would have vested under their original terms during the twelve months following the specified termination vested upon such date. As a result of this modification, the Company avoided additional compensation expense of approximately $ 1.3 million for the year ended December 31, 2021.
Performance Units
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. The performance units are usually subject to the achievement of goals.
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). In addition, the payout of the performance units can be increased or decreased by up to 25 % of the award based on three-year stock price performance compared to a custom peer group (market condition). The performance units can be increased by up to a maximum of 100 % of the award granted. 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.
Peabody Energy Corporation 2023 Form 10-K
F-48
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The performance units granted during the year ended December 31, 2023 were based on the following conditions: two-year free cash flow and environmental reclamation (performance condition). In addition, the payout of the performance units can be increased by up to 50 % of the award granted. 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. There were no performance units granted during the years ended December 31, 2022 or 2021.
A summary of performance unit activity is as follows:
Year Ended December 31, 2023 Weighted
Average
Remaining Contractual Life
Nonvested at December 31, 2022 450,021 —
Granted 531,915
Vested ( 834,474 )
Forfeited ( 3,054 )
Nonvested at December 31, 2023 144,408 2.0
As of December 31, 2023, there were 834,474 performance units and DEU’s vested that had an aggregate intrinsic value of $ 21.9 million and a conversion price per share of $ 26.19 .
The performance units receive DEUs upon payment of cash dividends to holders of Common Stock. DEUs vest subject to the same vesting requirements as the underlying performance unit award. As of December 31, 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. Under terms of the agreement, a portion of the performance units held by the former chief executive officer as of the specified termination date remain eligible to vest based on actual performance through the original performance period. As a result of this modification, the Company avoided additional compensation expense of approximately $ 2.5 million for the year ended December 31, 202 1.
(17) Other Events
Coal Deposit Acquisition
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. The acquisition terms include cash consideration of $ 136 million and a contingent royalty of up to $ 200 million. 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. No royalty is payable if the Company does not commence mining in the Wards Well area. Completion of the transaction is subject to the satisfaction of certain conditions, including regulatory approvals.
North Antelope Rochelle Mine Tornado
On June 23, 2023, the Company’s North Antelope Rochelle Mine sustained damage from a tornado which led to a temporary suspension of operations. The mine resumed operations on June 25, 2023. During the year ended December 31, 2023, the Company recorded a provision for loss of $ 12.2 million related to the tornado damage. 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. The Company anticipates that immaterial incremental repair costs will continue to be recorded in early 2024.
Shoal Creek Incident
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. 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. In November 2023, longwall coal production commenced in a new area of the mine.
Peabody Energy Corporation 2023 Form 10-K
F-49
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
During the year ended December 31, 2023, the Company recorded a provision for loss of $ 28.7 million related to the fire. 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. 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.
Port and Rail Capacity Assignment
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. In the first transaction, the Company assigned its right in exchange for $ 30.0 million Australian dollars. 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. 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.
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. In connection with the transaction, the Company recorded revenue of $ 6.7 million during the year ended December 31, 2023.
Divestitures and Other Transactions
During July 2021, the Company executed transactions to sell its closed Millennium and Wilkie Creek Mines, which reduced its closed mine reclamation liabilities and associated costs. The Millennium Mine was sold for minimal cash consideration and the assumption of the majority of the mine’s reclamation liabilities. At December 31, 2023, the Company remains responsible for $ 4.1 million of reclamation liabilities. 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.
The Wilkie Creek Mine was sold for minimal cash consideration and full assumption of the mine’s reclamation liabilities. 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)
Basic EPS is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding. As such, the Company includes the 2028 Convertible Notes and share-based compensation awards in its potentially dilutive securities. Generally, dilutive securities are not included in the computation of loss per share when a company reports a net loss from continuing operations as the impact would be anti-dilutive.
For all but performance units, the potentially dilutive impact of the Company’s share-based compensation awards is determined using the treasury stock method. Under the treasury stock method, awards are treated as if they had been exercised with any proceeds used to repurchase common stock at the average market price during the period. Any incremental difference between the assumed number of shares issued and purchased is included in the diluted share computation. For performance units, their contingent features result in an assessment for any potentially dilutive common stock by using the end of the reporting period as if it were the end of the contingency period for all units granted. For further discussion of the Company’s share-based compensation awards, see Note 16. “Share-Based Compensation.”
A conversion of the 2028 Convertible Notes may result in payment in the Company’s common stock. 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). 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
F-50
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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. Because the potential dilutive impact of such share-based compensation awards is calculated under the treasury stock method, anti-dilution generally occurs when the exercise prices or unrecognized compensation cost per share of such awards are higher than the Company’s average stock price during the applicable period. Anti-dilution also occurs when a company reports a net loss from continuing operations, and the dilutive impact of all share-based compensation awards are excluded accordingly.
The following illustrates the earnings allocation method utilized in the calculation of basic and diluted EPS:
Year Ended December 31,
2023 2022 2021
(In millions, except per share data)
Basic EPS numerator:
Income from continuing operations, net of income taxes $ 816.0 $ 1,317.4 $ 347.4
Less: Net income attributable to noncontrolling interests 56.0 22.0 11.3
Income from continuing operations attributable to common stockholders 760.0 1,295.4 336.1
(Loss) income from discontinued operations, net of income taxes ( 0.4 ) 1.7 24.0
Net income attributable to common stockholders $ 759.6 $ 1,297.1 $ 360.1
Diluted EPS numerator:
Income from continuing operations, net of income taxes $ 816.0 $ 1,317.4 $ 347.4
Add: Tax adjusted interest expense related to 2028 Convertible Notes 12.2 8.7 —
Less: Net income attributable to noncontrolling interests 56.0 22.0 11.3
Income from continuing operations attributable to common stockholders 772.2 1,304.1 336.1
(Loss) income from discontinued operations, net of income taxes ( 0.4 ) 1.7 24.0
Net income attributable to common stockholders $ 771.8 $ 1,305.8 $ 360.1
EPS denominator:
Weighted average shares outstanding — basic 137.6 142.1 111.1
Dilutive impact of share-based compensation awards 0.6 1.6 0.9
Dilutive impact of 2028 Convertible Notes 16.1 13.5 —
Weighted average shares outstanding — diluted 154.3 157.2 112.0
Basic EPS attributable to common stockholders:
Income from continuing operations $ 5.52 $ 9.12 $ 3.03
(Loss) income from discontinued operations — 0.01 0.21
Net income attributable to common stockholders $ 5.52 $ 9.13 $ 3.24
Diluted EPS attributable to common stockholders:
Income from continuing operations $ 5.00 $ 8.29 $ 3.00
(Loss) income from discontinued operations — 0.02 0.22
Net income attributable to common stockholders $ 5.00 $ 8.31 $ 3.22
Peabody Energy Corporation 2023 Form 10-K
F-51
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(19) Management — Labor Relations
On December 31, 2023, the Company had approximately 5,400 employees worldwide, including approximately 4,200 hourly employees; the employee amounts exclude employees that were employed at operations classified as discontinued operations. Approximately 38 % of those hourly employees were represented by organized labor unions and were employed by mines that generated 18 % of the Company’s 2023 coal production from continuing operations. In the U.S., the hourly employees of one active mine and one inactive mine are represented by an organized labor union. In Australia, the coal mining industry is unionized and the majority of hourly workers employed at the Company’s Australian mining operations are members of trade unions. The 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:
Mine Approximate Number of Active Employees Represented Union Current Agreement Expiration Date or Date Amendable
U.S.
Kayenta 20 UMWA November 2024
Shoal Creek 270 UMWA December 2024
Australia
Wilpinjong 440 MEU June 2024
Coppabella 325 MEU February 2026
Moorvale (1)
210 MEU June 2023
Centurion (2)
10 N/A 2028
Metropolitan
Underground employees 165 MEU May 2025
Handling and preparation plant employees (3)
15 MEU 2027
Wambo Underground
Underground employees 120 MEU November 2025
Handling and preparation plant employees 20 MEU August 2025
(1) Employees of the Moorvale Mine operate on individual contracts under a direct engagement model. Such contracts are modeled after the Company’s former labor agreement with the MEU which ended in 2017. The Company is currently negotiating a new labor agreement with the MEU and employees.
(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.
(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. Such financial instruments provide support for the Company’s reclamation bonding requirements, lease obligations, insurance policies and various other performance guarantees. The Company periodically evaluates the instruments for on-balance-sheet treatment based on the amount of exposure under the instrument and the likelihood of required performance. The Company does not expect any material losses to result from these guarantees or off-balance-sheet instruments in excess of liabilities provided for in the accompanying consolidated balance sheets.
Peabody Energy Corporation 2023 Form 10-K
F-52
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table summarizes the Company’s financial instruments that carry off-balance-sheet risk.
December 31, 2023
Reclamation Support Other Support (1)
Total
(Dollars in millions)
Surety bonds $ 1,022.6 $ 117.3 $ 1,139.9
Letters of credit (2)
6.0 102.1 108.1
1,028.6 219.4 1,248.0
Less: Letters of credit in support of surety bonds (3)
( 6.0 ) ( 12.2 ) ( 18.2 )
Obligations supported, net $ 1,022.6 $ 207.2 $ 1,229.8
(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.
(2) Amounts do not include cash collateralized letters of credit.
(3) Certain letters of credit serve as collateral for surety bonds at the request of surety bond providers.
Surety Agreement Amendment and Collateral Requirements
In April 2023, the Company amended its existing agreement with the providers of its surety bond portfolio, dated November 6, 2020. Under the agreement, the Company was required to post collateral on a periodic basis through December 31, 2025. Prior to the April 2023 amendment, the Company had posted cumulative collateral of $ 557.8 million, primarily in the form of letters of credit.
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. 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. The amendment also removed restrictions on the payment of dividends and share repurchases, and extended the agreement through December 31, 2026. 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. 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. 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. 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. The Company’s ability to pay dividends and make share repurchases is also subject to the quarterly minimum liquidity test. The Company is in compliance with such requirements, which commenced for the second quarter of 2023. 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.
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. 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. 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). 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.
LC Facility
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. 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.
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.
Peabody Energy Corporation 2023 Form 10-K
F-53
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Accounts Receivable Securitization
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. 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. 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. 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.
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.
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. 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
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. The Company receives a variable deposit rate on the amount of cash collateral posted in support of letters of credit. The agreement has an initial expiration date of December 31, 2025. 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
F-54
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Restricted Cash and Collateral
The following table summarizes the Company’s “Restricted cash and collateral” in the accompanying consolidated balance sheets. Restricted cash balances are held in controlled accounts with minimum balance requirements; withdrawals are subject to the approval of account beneficiaries, such as the Company’s surety providers, who have perfected security interests in the funds. 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.
December 31, 2023 December 31, 2022
(Dollars in millions)
Restricted cash (1)
Surety trust accounts (2)
$ 444.0 $ —
Collateralized letters of credit funding (2)
172.0 110.3
Cash backed bank guarantees (2)
64.9 —
680.9 110.3
Other collateral (1)
Deposits with regulatory authorities for reclamation and other obligations 276.7 33.6
LC Facility (3)
— 28.5
Deposit held on behalf of surety — 15.0
276.7 77.1
Restricted cash and collateral $ 957.6 $ 187.4
(1) Restricted cash balances are combined with unrestricted cash and cash equivalents in the accompanying consolidated statements of cash flows; changes in restricted cash balances are thus not reflected in the operating, investing or financing activities therein. Changes in other collateral balances are reflected as operating activities therein.
(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; interest and other earnings on such funds accrue to the Company.
(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 %. The Company received approximately $ 30.0 million upon termination of the LC Facility on April 14, 2023.
Other
The Company is the lessee under numerous equipment and property leases. It is common in such commercial lease transactions for the Company, as the lessee, to agree to indemnify the lessor for the value of the property or equipment leased, should the property be damaged or lost during the course of the Company’s operations. The Company expects that losses with respect to leased property, if any, may be covered by insurance (subject to deductibles). The Company and certain of its subsidiaries have guaranteed other subsidiaries’ performance under various lease obligations. Aside from indemnification of the lessor for the value of the property leased, the Company’s maximum potential obligations under its leases are equal to the respective future minimum lease payments, and the Company assumes that no amounts could be recovered from third parties.
Substantially all of the Company’s U.S. subsidiaries provide financial guarantees under long-term debt agreements entered into by the Company. The maximum amounts payable under the Company’s debt agreements are equal to the respective principal and interest payments.
(21) Commitments and Contingencies
Commitments
Unconditional Purchase Obligations
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.
Peabody Energy Corporation 2023 Form 10-K
F-55
Table of Contents
PEABODY ENERGY CORPORATION
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. In the U.S., the Company has entered into certain long-term coal export terminal agreements to secure export capacity through the Gulf Coast. As of December 31, 2023, these Australian and U.S. commitments under take-or-pay arrangements totaled $ 1.2 billion, of which approximately $ 103 million is obligated within the next year.
Contingencies
From time to time, the Company or its subsidiaries are involved in legal proceedings arising in the ordinary course of business or related to indemnities or historical operations. The Company believes it has recorded adequate reserves for these liabilities. The Company discusses its significant legal proceedings below, including ongoing proceedings and those that impacted the Company’s results of operations for the periods presented.
Litigation and Matters Relating to Continuing Operations
Metropolitan Mine Stormwater Discharge. Over the past few years, there has been significantly high rainfall in New South Wales, including unprecedented rain totals at the Metropolitan Mine site. 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. As a result, on multiple occasions throughout 2021 and 2022 stormwater was discharged from the mine site. 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. 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.
Oregon Climate Change Lawsuit . On July 20, 2023, Peabody Energy was served with a summons issued on behalf of Multnomah County, Oregon. 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. The causes of action, pursuant to Oregon state law, include a failure to warn, false or misleading advertisement and public nuisance. The Company will defend the claim and will continue to assert all applicable defenses available in regards to these claims.
Other
At times, the Company becomes a party to other disputes, including those related to contract miner performance, claims, lawsuits, arbitration proceedings, regulatory investigations and administrative procedures in the ordinary course of business in the U.S., Australia and other countries where the Company does business. Based on current information, the Company believes that such other pending or threatened proceedings are likely to be resolved without a material adverse effect on its consolidated financial condition, results of operations or cash flows. The Company reassesses the probability and estimability of contingent losses as new information becomes available.
Claims, Litigation and Settlements Relating to Indemnities or Historical Operations
Patriot-Related Matters . In 2012, Patriot filed voluntary petitions for relief under Chapter 11 of Title 11 of the U.S. Code (the Bankruptcy Code). 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. 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.
Patriot had federal and state black lung occupational disease liabilities related to workers employed in periods prior to Patriot’s spin-off from the Company in 2007. Upon spin-off, Patriot indemnified the Company against any claim relating to these liabilities, which amounted to approximately $ 150 million at that time. The indemnification included any claim made by the U.S. Department of Labor (DOL) against the Company with respect to these obligations as a potentially liable operator under the Federal Coal Mine Health and Safety Act of 1969. The 2013 Agreement included Patriot’s affirmance of indemnities provided in the spin-off agreements, including the indemnity relating to such black lung liabilities; however, Patriot rejected this indemnity in its May 2015 bankruptcy.
Peabody Energy Corporation 2023 Form 10-K
F-56
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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). The Company’s accounting for the black lung liabilities related to Patriot was based on an interpretation of applicable statutes. Management believed that inconsistencies existed among the applicable statutes, regulations promulgated under those statutes and the DOL’s interpretative guidance. The Company sought clarification from the DOL regarding these inconsistencies and challenged the DOL’s position in individual black lung claims. 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. 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.”
On August 8, 2023, the Company entered into a settlement agreement to resolve the liability dispute with the DOL. 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. 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: Seaborne Thermal, Seaborne Metallurgical, Powder River Basin, Other U.S. 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. 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. A small portion of the coal mined by the Seaborne Thermal segment is of a metallurgical grade. 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.
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.
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.
The principal business of the Company’s thermal operating segments in the U.S. is the mining, preparation and sale of thermal coal, sold primarily to electric utilities in the U.S. under long-term contracts, with a relatively small portion sold as international exports as conditions warrant. 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. 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). Geologically, the Company’s Powder River Basin operations mine sub-bituminous coal deposits and its Other U.S. 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.
Peabody Energy Corporation 2023 Form 10-K
F-57
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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. 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. Management believes non-GAAP performance measures are used by investors to measure the Company’s operating performance. Adjusted EBITDA is not intended to serve as an alternative to U.S. GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies.
Segment results for the year ended December 31, 2023 were as follows:
Seaborne Thermal Seaborne Metallurgical Powder River Basin Other U.S. Thermal Corporate
and Other Consolidated
(Dollars in millions)
Revenue $ 1,329.7 $ 1,301.9 $ 1,198.1 $ 888.2 $ 228.8 $ 4,946.7
Adjusted EBITDA 576.8 438.1 153.7 207.5 ( 12.2 ) 1,363.9
Additions to property, plant, equipment and mine development
62.0 186.4 40.9 47.6 11.4 348.3
Income from equity affiliates — — — — ( 6.9 ) ( 6.9 )
Segment results for the year ended December 31, 2022 were as follows:
Seaborne Thermal Seaborne Metallurgical Powder River Basin Other U.S. Thermal Corporate
and Other Consolidated
(Dollars in millions)
Revenue $ 1,345.6 $ 1,616.9 $ 1,065.5 $ 952.2 $ 1.7 $ 4,981.9
Adjusted EBITDA 647.6 781.7 68.2 242.4 104.8 1,844.7
Additions to property, plant, equipment and mine development
38.8 84.8 59.1 35.3 3.5 221.5
Income from equity affiliates — — — — ( 131.2 ) ( 131.2 )
Segment results for the year ended December 31, 2021 were as follows:
Seaborne Thermal Seaborne Metallurgical Powder River Basin Other U.S. Thermal Corporate
and Other Consolidated
(Dollars in millions)
Revenue $ 934.0 $ 727.7 $ 971.2 $ 689.1 $ ( 3.7 ) $ 3,318.3
Adjusted EBITDA 353.1 178.2 134.9 164.2 86.3 916.7
Additions to property, plant, equipment and mine development
88.6 25.1 41.4 24.2 3.8 183.1
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. Further, some assets service more than one segment within the division and an allocation of such assets would not be meaningful or representative on a segment by segment basis. Assets related to closed, suspended or otherwise inactive mines are included within the Corporate and Other category. Assets 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:
Seaborne U.S. Thermal Corporate
and Other Consolidated
(Dollars in millions)
Total assets $ 2,088.2 $ 1,373.2 $ 2,500.7 $ 5,962.1
Property, plant, equipment and mine development, net
1,565.1 1,149.2 129.8 2,844.1
Operating lease right-of-use assets 33.1 25.0 3.8 61.9
Peabody Energy Corporation 2023 Form 10-K
F-58
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Assets as of December 31, 2022 were as follows:
Seaborne U.S. Thermal Corporate
and Other Consolidated
(Dollars in millions)
Total assets $ 1,632.6 $ 1,359.4 $ 2,618.8 $ 5,610.8
Property, plant, equipment and mine development, net
1,220.7 1,217.5 426.8 2,865.0
Operating lease right-of-use assets 20.5 0.5 5.9 26.9
Assets as of December 31, 2021 were as follows:
Seaborne U.S. Thermal Corporate
and Other Consolidated
(Dollars in millions)
Total assets $ 1,669.6 $ 1,318.5 $ 1,961.7 $ 4,949.8
Property, plant, equipment and mine development, net
1,298.8 1,209.5 442.3 2,950.6
Operating lease right-of-use assets 19.2 3.3 13.0 35.5
A reconciliation of consolidated income from continuing operations, net of income taxes to Adjusted EBITDA follows:
Year Ended December 31,
2023 2022 2021
(Dollars in millions)
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
Asset retirement obligation expenses 50.5 49.4 44.7
Restructuring charges 3.3 2.9 8.3
Asset impairment 2.0 11.2 —
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 )
Interest expense 59.8 140.3 183.4
Net loss (gain) on early debt extinguishment 8.8 57.9 ( 33.2 )
Interest income ( 76.8 ) ( 18.4 ) ( 6.5 )
Net mark-to-market adjustment on actuarially determined liabilities
( 0.3 ) ( 27.8 ) ( 43.4 )
Unrealized (gains) losses on derivative contracts related to forecasted sales ( 159.0 ) 35.8 115.1
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 )
Income tax provision (benefit) 308.8 ( 38.8 ) 22.8
Total Adjusted EBITDA $ 1,363.9 $ 1,844.7 $ 916.7
Peabody Energy Corporation 2023 Form 10-K
F-59
Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table presents revenue as a percent of total revenue from external customers by geographic region:
Year Ended December 31,
2023 2022 2021
U.S. 42.4 % 36.6 % 45.5 %
Japan 14.7 % 19.4 % 14.2 %
China 10.9 % — % — %
Australia 8.9 % 8.5 % 7.7 %
Taiwan 6.6 % 9.3 % 14.4 %
Brazil 3.6 % 2.8 % 0.9 %
Vietnam 2.4 % 2.8 % 2.0 %
Indonesia 2.0 % 1.5 % 3.0 %
France 1.6 % 1.1 % — %
India 1.2 % 2.9 % 5.4 %
Germany 1.0 % 0.7 % — %
Belgium 0.6 % 1.3 % — %
South Korea — % 2.1 % 1.4 %
Chile — % 1.1 % 0.3 %
Other 4.1 % 9.9 % 5.2 %
Total 100.0 % 100.0 % 100.0 %
The Company attributes revenue to individual countries based on the location of the physical delivery of the coal.
Peabody Energy Corporation 2023 Form 10-K
F-60
Table of Contents
PEABODY ENERGY CORPORATION
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
Description Balance at
Beginning of Period Charged to
Costs and Expenses Deductions (1)
Other (2)
Balance
at End of Period
(Dollars in millions)
Year Ended December 31, 2023
Reserves deducted from asset accounts:
Reserve for materials and supplies $ 9.5 $ 2.6 $ ( 4.9 ) $ — $ 7.2
Tax valuation allowances 1,451.0 0.6 — 21.9 1,473.5
Year Ended December 31, 2022
Reserves deducted from asset accounts:
Advance royalty recoupment reserve $ 0.3 $ ( 0.3 ) $ — $ — $ —
Reserve for materials and supplies 9.0 1.4 ( 0.9 ) — 9.5
Tax valuation allowances 2,120.8 ( 583.8 ) — ( 86.0 ) 1,451.0
Year Ended December 31, 2021
Reserves deducted from asset accounts:
Advance royalty recoupment reserve $ 0.3 $ — $ — $ — $ 0.3
Reserve for materials and supplies 10.4 0.6 ( 2.0 ) — 9.0
Tax valuation allowances 2,287.3 ( 121.7 ) — ( 44.8 ) 2,120.8
(1) Reserves utilized, unless otherwise indicated.
(2) Includes the impact of changes in the Australian dollar exchange rates.
Peabody Energy Corporation 2023 Form 10-K
F-61