TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo April 7, 2021 Mark Spurbeck Chief Financial Officer PEABODY ENERGY CORP 701 Market Street St. Louis, MO 63101-1826 Re: PEABODY ENERGY CORP Registration Statement on Form S-3 Filed March 26, 2021 File No. 333-254765 Dear Mr. Spurbeck: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-3 filed March 26, 2021 Registration Statement on Form S-3, page General 1. Please be advised that we will not be in a position to accelerate the effectiveness of your registration statement until our comments relating to your Form 10-K for the fiscal year ended December 31, 2020 have been resolved. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Mark Spurbeck PEABODY ENERGY CORP April 7, 2021 Page 2 Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any questions. Sincerely, FirstName LastNameMark Spurbeck Division of Corporation Finance Comapany NamePEABODY ENERGY CORP Office of Energy & Transportation April 7, 2021 Page 2 cc: Sudhir N. Shenoy FirstName LastName