What changed in this filing

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Item 1A. Risk Factors

2025-02-20 compared with 2024-02-23 · 79 added, 50 removed, 407 unchanged (24% of the section changed)

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Peabody Energy Corporation 2024 Form 10-K

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

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• governmental regulations and taxes, including tariffs or other trade restrictions as well as those establishing air emission standards for coal-fueled power plants or mandating or subsidizing increased use of electricity from renewable energy sources;

• the strength of the global economy;

• the strength of the global economy, including the relative exchange rates of U.S.

dollars for foreign currencies;

• the unknown geopolitical consequences of current and future political and military conflicts, including between Russia and Ukraine;

• the global supply and production costs of thermal and metallurgical coal;

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and (vi) the coal inventories of utilities.

Gas-fueled generation has displaced and could continue to displace coal-fueled generation (particularly from older, less efficient coal-fueled generation units) as current and potentially increasing regulatory costs and other factors impact the operating decisions of electric power generators.

Gas-fueled generation has displaced and could continue to displace coal-fueled generation (particularly from older, less efficient coal-fueled generation units) as current and potentially increasing regulatory costs and other factors, such as declines in the price of natural gas, impact the operating decisions of electric power generators.

In addition, some electric power generators have made decisions to close coal-fueled generation units given ongoing pressure to shift away from coal generation.

Many of the new power plants in the U.S.

may be fueled by natural gas because gas-fired plants have been less expensive to construct, permits to construct these plants are easier to obtain based on emissions profiles and electric power generators may face public and governmental pressure to generate a larger portion of their electricity from natural gas-fueled units and alternative energy sources.

are being fueled by natural gas because gas-fired plants have been less expensive to construct and operate, permits to construct these plants are easier to obtain based on emissions profiles and electric power generators may face public and governmental pressure to generate a larger portion of their electricity from natural gas-fueled units and alternative energy sources.

Increasingly stringent regulations along with stagnant electricity demand in recent years have also reduced the number of new power plants being built.

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

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

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

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

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

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

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

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

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

Declines in the price of natural gas could cause demand for coal to decrease and adversely affect the price of coal.

Sustained periods of low natural gas prices or low prices for other fuels may also cause utilities to phase out or close existing coal-fueled power plants or reduce construction of new coal-fueled power plants.

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

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

The demand for foreign-produced steel both in foreign markets and in the U.S.

market depends in part on factors such as tariff rates on steel.

The Company’s customers may be affected by imposed tariffs to the extent their imports into other countries are curtailed as a result of tariffs.

In addition, the steel industry’s demand for metallurgical coal is affected by a number of factors, including the variable nature of that industry’s business, technological developments in the steel-making process and the availability of substitutes for steel, such as aluminum, composites and plastics.

The steel industry increasingly relies on processes to make steel that do not use coal as a manufacturing input, such as electric arc furnaces.

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

Foreign government policies related to coal production and consumption could also negatively impact pricing and demand for the Company’s products.

Peabody Energy Corporation 2024 Form 10-K

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

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Peabody Energy Corporation 2024 Form 10-K

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Risks inherent to mining could increase the cost of operating the Company’s business, and events and conditions that could occur during the course of its mining operations could have a material adverse impact on the Company.

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• key equipment failures;

• supply chain constraints or unavailability of equipment or parts;

• supply chain constraints or unavailability of equipment or parts of the type, quantity and/or size needed to meet production expectations;

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

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The Company may not recover its investments in its mining, exploration and other assets, which may require the Company to recognize impairment charges related to those assets.

The value of the Company’s assets have from time to time been adversely affected by numerous uncertain factors, some of which are beyond its control, including unfavorable changes in the economic environments in which it operates;

The value of the Company’s assets have from time to time been adversely affected by numerous uncertain factors, some of which are beyond the Company’s control, including unfavorable changes in the economic environments in which it operates;

declining coal-fired electricity generation;

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

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

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

Peabody Energy Corporation 2024 Form 10-K

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The Company could be negatively affected if it fails to maintain satisfactory labor relations.

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As of December 31, 2024, the Company had $1,017.5 million of outstanding surety bonds;

$276.7 million of deposits with regulatory authorities;

$262.3 million of letters of credit with third parties;

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

$168.5 million of cash-backed bank guarantees;

and $127.6 million of deposits with regulatory authorities in order to provide required financial assurances for post-mining reclamation, workers’ compensation and other insurance obligations, coal lease-related and other obligations and performance guarantees, in addition to collateral for sureties.

Under the Company’s agreement with the providers of its surety portfolio, the Company has $394.6 million in cash held in trust accounts for the benefit of certain surety providers as of December 31, 2024.

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Peabody Energy Corporation 2024 Form 10-K

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

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

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

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

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

These factors and legislation, if enacted, could have a material adverse effect on the Company’s financial condition and results of operations.

If the Company is determined to be subject to “climate superfund” laws and related regulations, it may be required to make significant payments to the relevant governments.

These payments may be material and could adversely affect the Company’s results of operations, financial condition or cash flows.

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

Peabody Energy Corporation 2024 Form 10-K

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

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Global climate issues continue to attract public and scientific attention.

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

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

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

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

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

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

Further, policies limiting available financing for the development of new coal-fueled power stations could adversely impact the global demand for coal in the future.

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Peabody Energy Corporation 2024 Form 10-K

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

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

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

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

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

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Peabody Energy Corporation 2024 Form 10-K

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

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Peabody Energy Corporation 2024 Form 10-K

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

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The Company also utilizes contractors across its mining platform, and may be similarly limited in its ability to control their operational practices.

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

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

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

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

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

High inflation or imposed tariffs could result in higher costs and decreased profitability.

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

Tariffs could also increase the cost of new equipment purchases as well as parts and components to service the Company’s equipment fleet.

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

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

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

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

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

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

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Peabody Energy Corporation 2024 Form 10-K

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

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

serious health issues and absenteeism within the workforce;

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

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

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

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

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

The Company is in an industry and business involving energy-related assets that is at a relatively greater risk of security breaches by sophisticated adversaries, such as nation state actors, as compared to other targets.

The Company’s information systems and those of important third parties are vulnerable to malicious and intentional cyberattacks involving malware (such as ransomware), accidental or inadvertent incidents, the exploitation of security vulnerabilities or “bugs” in software or hardware, social engineering/phishing attacks, and malfeasance by insiders, among other scenarios.

Both the frequency and magnitude of cybersecurity attacks is expected to increase, and attackers are increasingly sophisticated.

As a result, Peabody may be unable to anticipate, detect or prevent future attacks at its current resource levels, particularly as the methodologies utilized by attackers change frequently or are not recognized until launched, and Peabody may be unable to investigate or remediate incidents because attackers are increasingly using techniques and tools (such as artificial intelligence and machine learning) designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence.

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

Peabody’s information and operational technology systems may be adversely affected by disruptions, damage, failure and risks associated with implementation and integration, including of new technologies.

Peabody could be adversely affected by system or network disruptions if new or upgraded information or operational technology systems are defective, not installed properly or not properly integrated into its operations.

System modification failures could have a material adverse effect on the Company’s business, financial position and results of operations and could, if not successfully implemented, adversely impact the effectiveness of its internal control over financial reporting.

Peabody Energy Corporation 2024 Form 10-K

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Further, Peabody increasingly depends on its information technology infrastructure for electronic communications among its operations, personnel, customers and suppliers around the world, including as a result of remote working and flexible working arrangements.

These information technology systems, some of which are managed by third parties that the Company does not control, have been and may in the future be susceptible to damage, disruptions or shutdowns.

As threats to its information technology infrastructure continue to rapidly evolve, the Company’s controls and procedures may become inadequate and the Company may be required to devote additional resources to modifying or enhancing its systems in the future.

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

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

Peabody Energy Corporation 2023 Form 10-K

Risks Related to Peabody’s Capital Structure

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

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

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

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

As of December 31, 2024, the Company had approximately $329.3 million of unsecured indebtedness outstanding, excluding finance leases and debt issuance costs, and an additional $320.0 million in revolving commitments.

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

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

Peabody Energy Corporation 2024 Form 10-K

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

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

Peabody Energy Corporation 2023 Form 10-K

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

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

Peabody Energy Corporation 2024 Form 10-K

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

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

Peabody Energy Corporation 2023 Form 10-K

Various states have enacted, or are considering enacting, laws to sanction, or require public funds to divest, from financial institutions that restrict investments in fossil fuel companies based off of extra-regulatory environmental or social factors, or to require such institutions to provide “fair access” to financial services to companies regardless of industry.

While similar regulations had been developed by the federal government in the past, and could be again in the future, the previously developed federal regulations have either been suspended or repealed.

As such, the final status of efforts to divest or promote the divestment from the fossil fuel extraction market is unclear, but any such efforts may adversely affect the demand for and price of the Company’s securities and impact the Company’s access to the capital and financial markets.

Additionally, in March 2022, the SEC proposed new rules relating to the disclosure of a range of climate-related risks and other information.

To the extent this rule is finalized as proposed, the Company and/or its customers could incur increased costs related to the assessment and disclosure of climate-related information.

Certain states, such as California, are also adopting or considering adopting climate change-related disclosure requirements.

Enhanced climate disclosure requirements could also accelerate any trend by certain stakeholders and capital providers to restrict or seek more stringent conditions with respect to their financing of certain carbon intensive sectors.

Risks Related to Ownership of Peabody’s Securities

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• operational incidents;

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

• investor sentiment with respect to the Company’s policies or efforts on environmental, social or governance matters.

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

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

Peabody Energy Corporation 2024 Form 10-K

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

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

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

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

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

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

Peabody Energy Corporation 2023 Form 10-K

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

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

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

In 2023, the Company’s Board of Directors approved a shareholder return framework, which includes share repurchases and cash dividends, and a share repurchase program authorizing repurchases of up to $1.0 billion of the Company’s common stock.

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

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

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

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

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General Risk Factors

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

The Company has engaged in, and may continue to engage in acquisition or divestiture activity, such as its recent conditional acquisition of Anglo’s metallurgical coal assets in Queensland’s Bowen Basin and the related divestiture of a portion of the assets to Pt Bukit Makmur Mandiri Utama (BUMA), based on its set of investment criteria to produce outcomes that increase shareholder value or provide potential strategic benefits.

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

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

The Company may not be able to satisfy these liquidity and capital resource needs on acceptable terms or at all.

In addition, future acquisitions could result in its assuming significant long-term liabilities, including potentially unknown liabilities, relative to the value of the acquisitions.

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

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An ownership change generally occurs if certain stockholders increase their aggregate percentage ownership of a corporation’s stock by more than 50 percentage points over their lowest percentage ownership at any time during the testing period, which is generally the three-year period preceding any potential ownership change.

Peabody Energy Corporation 2024 Form 10-K

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Although the Company may be able to utilize some or all of those deferred tax assets in the future if it has income of the appropriate character in those jurisdictions (subject to loss carryforward and tax credit expiry, in certain cases), there is no assurance that it will be able to do so.

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

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

The Company may not be able to satisfy these liquidity and capital resource needs on acceptable terms or at all.

In addition, future acquisitions could result in its assuming significant long-term liabilities, including potentially unknown liabilities, relative to the value of the acquisitions.

Peabody’s certificate of incorporation and by-laws include provisions that may discourage a takeover attempt.

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

Peabody Energy Corporation 2023 Form 10-K

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

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

What changed 10-K

Item 1A. Risk Factors