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CONSOL Energy Inc

For the period ended Dec 31, 2023. Filed Feb 9, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 9, 2024

CNR$83.19+1.1%Stored close · as of Nov 10, 2026

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ITEM 15. Exhibits and Financial Statement Schedules

In reviewing any agreements incorporated by reference in this Form 10-K or filed with this Form 10-K, please remember that such agreements are included to provide information regarding their terms. They are not intended to be a source of financial, business or operational information about the Company or any of its subsidiaries or affiliates. The representations, warranties and covenants contained in these agreements are made solely for purposes of the agreements and are made as of specific dates; are solely for the benefit of the parties; may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the agreements, including being made for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates or, in connection with acquisition agreements, of the assets to be acquired. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the agreements. Accordingly, these representations and warranties alone may not describe the actual state of affairs as of the date they were made or at another time.

The following documents are filed as part of this report:

Financial Statements:

Consolidated Balance Sheets at December 31, 2023 and 2022

Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2023, 2022 and 2021

Notes to the Audited Consolidated Financial Statements

Schedules:

None

Index to Exhibits

ExhibitsDescriptionMethod of Filing
2.1Separation and Distribution Agreement, dated as of November 28, 2017, by and between the Company and CNXFiled as Exhibit 2.1 to Form 8-K (File No. 001-38147) filed on December 4, 2017
2.2Tax Matters Agreement, dated as of November 28, 2017, by and between the Company and CNXFiled as Exhibit 2.2 to Form 8-K (File No. 001-38147) filed on December 4, 2017
2.3Employee Matters Agreement, dated as of November 28, 2017, by and between the Company and CNXFiled as Exhibit 2.3 to Form 8-K (File No. 001-38147) filed on December 4, 2017
2.4Intellectual Property Matters Agreement, dated as of November 28, 2017, by and between the Company and CNXFiled as Exhibit 2.4 to Form 8-K (File No. 001-38147) filed on December 4, 2017
2.5***Agreement and Plan of Merger, dated as of October 22, 2020, by and among CONSOL Energy Inc., Transformer LP Holdings Inc., Transformer Merger Sub LLC, CONSOL Coal Resources LP and CONSOL Coal Resources GP LLCFiled as Exhibit 2.1 to Form 8-K (File No. 001-38147) filed on October 23, 2020
3.1Amended and Restated Certificate of Incorporation of the CompanyFiled as Exhibit 3.1 to Form 8-K (File No. 001-38147) filed on December 4, 2017
3.2Certificate of Amendment to Amended and Restated Certificate of Incorporation of the CompanyFiled as Exhibit 3.1 to Form 8-K (File No. 001-38147) filed on May 8, 2020
3.3Second Amended and Restated Bylaws of the CompanyFiled as Exhibit 3.2 to Form 8-K (File No. 001-38147) filed on May 8, 2020
4.1Indenture dated as of November 13, 2017 by and between CONSOL Energy Inc. (formerly known as CONSOL Mining Corporation) and UMB Bank, N.A., as Trustee and Collateral Trustee (including form of supplemental indenture on subsidiary guarantors).Filed as Exhibit 4.1 to Form 8-K (File No. 001-38147) filed on November 15, 2017
4.2Description of Capital StockFiled as Exhibit 4.2 to Form 10-K (File No. 001-38147) filed on February 12, 2021
4.3Indenture, dated as of April 1, 2021, among CONSOL Energy Inc., the subsidiary guarantors party thereto and Wilmington Trust, N.A., as trusteeFiled as Exhibit 4.1 to Form 8-K (File No. 001-38147) filed on April 19, 2021
4.4Loan Agreement, dated as of April 1, 2021, between the Pennsylvania Economic Development Financing Authority and the CompanyFiled as Exhibit 4.2 to Form 8-K (File No. 001-38147) filed on April 19, 2021
4.5Guaranty Agreement, dated as of April 1, 2021, among the subsidiary guarantors of CONSOL Energy Inc. and Wilmington Trust, N.A., as trusteeFiled as Exhibit 4.3 to Form 8-K (File No. 001-38147) filed on April 19, 2021
10.1Transition Services Agreement, dated as of November 28, 2017, by and between the Company and CNXFiled as Exhibit 10.1 to Form 8-K (File No. 001-38147) filed on December 4, 2017
10.2CNX Resources Corporation to CONSOL Energy Inc. Trademark License Agreement dated as of November 28, 2017, by and between the Company and CNXFiled as Exhibit 10.2 to Form 8-K (File No. 001-38147) filed on December 4, 2017
10.3CONSOL Energy Inc. to CNX Resources Corporation Trademark License Agreement, dated as of November 28, 2017, by and between the Company and CNXFiled as Exhibit 10.3 to Form 8-K (File No. 001-38147) filed on December 4, 2017
10.4First Amendment to Contract Agency Agreement, dated as of November 28, 2017, by and among CONSOL Energy Sales Company, CONSOL Thermal Holdings LLC (formerly known as CNX Thermal Holdings LLC) and the other parties theretoFiled as Exhibit 10.5 to Form 8-K (File No. 001-38147) filed on December 4, 2017
10.5First Amendment to Water Supply and Services Agreement, dated as of November 28, 2017 by and between CNX Water Assets LLC and CONSOL Thermal Holdings LLC (formerly known as CNX Thermal Holdings LLC)Filed as Exhibit 10.6 to Form 8-K (File No. 001-38147) filed on December 4, 2017
10.6Second Amendment to the Pennsylvania Mine Complex Operating Agreement, dated as of November 28, 2017, by and among CONSOL Pennsylvania Coal Company LLC, Conrhein Coal Company, CONSOL Thermal Holdings LLC and CONSOL Coal Resources LPFiled as Exhibit 10.7 to Form 8-K (File No. 001-38147) filed on December 4, 2017
10.7Credit Agreement, dated as of November 28, 2017, by and among the Company, the various financial institutions from time to time party thereto, PNC Bank, N.A., as administrative agent for the Revolving Lenders and Term A Lenders, Citibank, N.A., as administrative agent for the Term B Lenders and PNC Bank, N.A., as collateral agent for the Lenders and the other Secured Parties referred to thereinFiled as Exhibit 10.8 to Form 8-K (File No. 001-38147) filed on December 4, 2017
10.8Amendment No. 1, dated as of March 28, 2019, to Credit Agreement, dated as of November 28, 2017, among the Company, the various financial institutions from time to time party thereto, PNC Bank, N.A., as administrative agent for the Revolving Lenders and Term A Lenders, Citibank, N.A., as administrative agent for the Term B Lenders and PNC Bank, N.A., as collateral agent for the Lenders and the Other Secured Parties referred to thereinFiled as Exhibit 10.1 to Form 8-K (File No. 001-38147) filed on April 3, 2019
10.9Amendment No. 2, dated as of June 5, 2020, to Credit Agreement, dated as of November 28, 2017, among the Company, the various financial institutions from time to time party thereto, PNC Bank, N.A., as administrative agent for the Revolving Lenders and Term A Lenders, Citibank, N.A., as administrative agent for the Term B Lenders and PNC Bank, N.A., as collateral agent for the Lenders and the Other Secured Parties referred to thereinFiled as Exhibit 10.1 to Form 8-K (File No. 001-38147) filed on June 11, 2020
10.10Amendment No. 3, dated as of March 29, 2021, to Credit Agreement, dated as of November 28, 2017, among the Company, the various financial institutions from time to time party thereto, PNC Bank, N.A., as administrative agent for the Revolving Lenders and Term A Lenders, Citibank, N.A., as administrative agent for the Term B Lenders and PNC Bank, N.A., as collateral agent for the Lenders and the Other Secured Parties referred to thereinFiled as Exhibit 10.1 to Form 8-K (File No. 001-38147) filed on March 31, 2021
10.11Amendment No. 4, dated as of July 18, 2022, to Credit Agreement, dated as of November 28, 2017, among the Company, the various financial institutions from time to time party thereto, PNC Bank, N.A., as administrative agent for the Revolving Lenders and Term A Lenders, Citibank, N.A., as administrative agent for the Term B Lenders and PNC Bank, N.A., as collateral agent for the Lenders and the Other Secured Parties referred to thereinFiled as Exhibit 10.1 to Form 8-K (File No. 001-38147) filed on July 25, 2022
10.12Amendment No. 5, dated as of June 12, 2023, to Credit Agreement, dated as of November 28, 2017, among the Company, the various financial institutions from time to time party thereto, PNC Bank, N.A., as administrative agent for the Revolving Lenders and Term A Lenders, Citibank, N.A., as administrative agent for the Term B Lenders and PNC Bank, N.A., as collateral agent for the Lenders and the Other Secured Parties referred to thereinFiled as Exhibit 10.1 to Form 8-K (File No. 001-38147) filed on June 13, 2023
10.13CONSOL Energy Inc. Omnibus Performance Incentive Plan*Filed as Exhibit 4.3 to Form S-8 (File No. 333-221727) filed on November 22, 2017
10.14Purchase and Sale Agreement, dated as of November 30, 2017, by and among CONSOL Marine Terminals LLC, CONSOL Pennsylvania Coal Company LLC and CONSOL Funding LLCFiled as Exhibit 10.11 to Form 8-K (File No. 001-38147) filed on December 4, 2017
10.15Sub-Originator Sale Agreement, dated as of November 30, 2017, by and between CONSOL Thermal Holdings LLC and CONSOL Pennsylvania Coal Company LLCFiled as Exhibit 10.12 to Form 8-K (File No. 001-38147) filed on December 4, 2017
10.16Receivables Financing Agreement, dated as of November 30, 2017, by and among CONSOL Funding LLC, CONSOL Pennsylvania Coal Company LLC, PNC Bank, N.A., PNC Capital Markets, LLC and certain lenders from time to time party theretoFiled as Exhibit 10.13 to Form 8-K (File No. 001-38147) filed on December 4, 2017
10.17First Amendment to Receivables Financing Agreement dated as of May 29, 2018Filed as Exhibit 10.13 to Form 10-K (File No. 001-38147) filed on February 12, 2021
10.18Second Amendment to Receivables Financing Agreement dated as of June 26, 2018Filed as Exhibit 10.14 to Form 10-K (File No. 001-38147) filed on February 12, 2021
10.19Third Amendment to Receivables Financing Agreement dated as of July 19, 2018Filed as Exhibit 10.15 to Form 10-K (File No. 001-38147) filed on February 12, 2021
10.20Fourth Amendment to Receivables Financing Agreement dated as of August 30, 2018Filed as Exhibit 10.16 to Form 10-K (File No. 001-38147) filed on February 12, 2021
10.21Fifth Amendment to Receivables Financing Agreement dated as of March 27, 2020**Filed as Exhibit 10.2 to Form 10-Q (File No. 001-38147) filed on May 11, 2020
10.22Sixth Amendment to Receivables Financing Agreement dated as of June 22, 2022**Filed as Exhibit 10.2 to Form 10-Q (File No. 001-38147) filed on August 4, 2022
10.23Seventh Amendment to Receivables Financing Agreement dated as of July 29, 2022**Filed as Exhibit 10.3 to Form 10-Q (File No. 001-38147) filed on August 4, 2022
10.24Second Amendment and Restatement of Master Cooperation and Safety Agreement by and among CONSOL Energy Inc., CNX Gas Company LLC, CNX Resources Holdings LLC and certain other parties theretoFiled as Exhibit 10.5 to Form 10-12B/A (File No. 001-38147) filed on October 27, 2017
10.25CONSOL Energy Inc. Deferred Compensation Plan for Non-Employee Directors*Filed as Exhibit 10.2 to Form 10-Q (File No. 001-38147) filed on November 1, 2018
10.26Employment Agreement of James A. Brock*Filed as Exhibit 10.1 to Form 10-Q (File No. 001-38147) filed on May 3, 2018
10.27Change in Control Severance Agreement for Martha A. Wiegand*Filed as Exhibit 10.4 to Form 10-Q (File No. 001-38147) filed on May 3, 2018
10.28Change in Control Severance Agreement for Kurt Salvatori*Filed as Exhibit 10.5 to Form 10-Q (File No. 001-38147) filed on May 3, 2018
10.29Change in Control Severance Agreement for John Rothka*Filed as Exhibit 10.6 to Form 10-Q (File No. 001-38147) filed on May 3, 2018
10.30Form Notice of Restricted Stock Unit Award and Terms and Conditions*Filed as Exhibit 10.7 to Form 10-Q (File No. 001-38147) filed on May 3, 2018
10.31Form Notice of Performance-based Restricted Stock Unit Award and Terms and Conditions*Filed as Exhibit 10.8 to Form 10-Q (File No. 001-38147) filed on May 3, 2018
10.32Form Notice of Restricted Stock Unit Award and Terms and Conditions for Spin Recognition (Non-Employee Director)*Filed as Exhibit 10.9 to Form 10-Q (File No. 001-38147) filed on May 3, 2018
10.33Form Notice of Restricted Stock Unit Award and Terms and Conditions for Spin Recognition*Filed as Exhibit 10.10 to Form 10-Q (File No. 001-38147) filed on May 3, 2018
10.34Form Notice of Restricted Stock Unit Award and Terms and Conditions*Filed as Exhibit 10.4 to Form 10-Q (File No. 001-38147) filed on May 8, 2019
10.35Form Notice of Performance-based Restricted Stock Unit Award and Terms and Conditions*Filed as Exhibit 10.5 to Form 10-Q (File No. 001-38147) filed on May 8, 2019
10.36Change in Control Severance Agreement for Mitesh Thakkar*Filed as Exhibit 10.30 to Form 10-K (File No. 001-38147) filed on February 11, 2022
10.37Form of Notice of Restricted Stock Unit Award Terms and Conditions*Filed as Exhibit 10.3 to Form 10-Q (File No. 001-38147) filed on May 11, 2020
10.38Form of Notice of Performance-Based Restricted Stock Unit Award Terms and Conditions for James A. Brock*#Filed as Exhibit 10.4 to Form 10-Q (File No. 001-38147) filed on May 11, 2020
10.39Form of Notice of Performance-Based Cash Award*#Filed as Exhibit 10.5 to Form 10-Q (File No. 001-38147) filed on May 11, 2020
10.40CONSOL Energy Inc. 2020 Amended and Restated Omnibus Performance Incentive Plan*Filed as Exhibit 4.4 to Registration Statement on Form S-8 (file No. 333-238173) filed on May 11, 2020
10.41Form of Notice of Restricted Stock Unit Award Terms and Conditions for Non-Employee Directors*Filed as Exhibit 10.5 to Form 10-Q (File No. 001-38147) filed on August 10, 2020
10.42Form Notice of Performance-based Phantom Units and Terms and Conditions*Filed as Exhibit 10.2 to Form 10-Q (File No. 001-38147) filed on May 4, 2021
10.43Form Notice of Performance-based Market Share Units and Terms and Conditions*Filed as Exhibit 10.3 to Form 10-Q (File No. 001-38147) filed on May 4, 2021
10.44Form of Notice of Restricted Stock Unit Award Terms and Conditions for Non-Employee Directors*Filed as Exhibit 10.1 to Form 10-Q (File No. 001-38147) filed on August 3, 2021
10.45Support Agreement, dated as of October 22, 2020, by and among CONSOL Energy Inc. and CONSOL Coal Resources LPFiled as Exhibit 10.1 to Form 8-K (File No. 001-38147) filed on October 23, 2020
10.46Amendment to CONSOL Energy Inc. 2020 Amended and Restated Omnibus Performance Incentive Plan, effective as of December 30, 2020 (incorporated by reference to Exhibit 4.5 to CEIX's Registration Statement on Form S-8 filed on December 31, 2020)Filed as Exhibit 4.5 to Form S-8 (File No. 001-38147) filed on December 31, 2020
10.47First Amendment to Employment Agreement of James A. Brock*Filed as Exhibit 10.45 to Form 10-K (File No. 001-38147) filed on February 12, 2021
10.48Second Amendment to Employment Agreement of James A. Brock*Filed as Exhibit 10.44 to Form 10-K (File No. 001-38147) filed on February 11, 2022
10.49Form of Notice of Restricted Stock Unit Award Terms and Conditions for Non-Employee Directors*Filed as Exhibit 10.4 to Form 10-Q (File No. 001-38147) filed on August 4, 2022
10.50Form Notice of Performance Based Cash Award and Terms and Conditions*Filed as Exhibit 10.2 to Form 10-Q (File No. 001-38147) filed on May 3, 2022
10.51Form Notice of Restricted Stock Unit Award and Terms and Conditions*Filed as Exhibit 10.3 to Form 10-Q (File No. 001-38147) filed on May 3, 2022
10.522022 Executive Short-Term Incentive Program Terms and Conditions*Filed as Exhibit 10.4 to Form 10-Q (File No. 001-38147) filed on May 3, 2022
10.53Third Amendment to Employment Agreement of James A. Brock*Filed as Exhibit 10.52 to Form 10-K (File No. 001-38147) filed on February 10, 2023
10.54Change in Control Severance Agreement for Mitesh Thakkar*Filed as Exhibit 10.53 to Form 10-K (File No. 001-38147) filed on February 10, 2023
10.55Form Notice of Restricted Stock Unit Award and Terms and Conditions for Non-Employee Directors*Filed as Exhibit 10.2 to Form 10-Q (File No. 001-38147) filed on August 8, 2023
10.56Form Notice of Performance-based Restricted Stock Unit Award and Terms and Conditions*Filed as Exhibit 10.3 to Form 10-Q (File No. 001-38147) filed on August 8, 2023
10.57Form Notice of Service-based Restricted Stock Unit Award and Terms and Conditions*Filed as Exhibit 10.4 to Form 10-Q (File No. 001-38147) filed on August 8, 2023
10.582023 Executive Short-Term Incentive Program Terms and Conditions*Filed as Exhibit 10.5 to Form 10-Q (File No. 001-38147) filed on August 8, 2023
21Subsidiaries of CONSOL Energy Inc.Filed herewith
23.1Consent of Ernst & Young LLPFiled herewith
23.2Consent of Third-Party Qualified PersonFiled herewith
31.1Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002Filed herewith
31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Filed herewith
32.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Furnished herewith
32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Furnished herewith
95Mine Safety DisclosureFiled herewith
96.1Technical Report Summary, Coal Resources and Coal Reserves, Pennsylvania Mining Complex, Pennsylvania and West VirginiaFiled as Exhibit 96.1 to Form 10-K (File No. 001-38147) filed on February 10, 2023
96.2Technical Report Summary, Coal Resources and Coal Reserves, Itmann Mining Complex, Wyoming and McDowell Counties, West VirginiaFiled as Exhibit 96.2 to Form 10-K (File No. 001-38147) filed on February 10, 2023
96.3Technical Report Summary, Coal Resources, Mason Dixon and River Mine Properties, Greene County, Pennsylvania, Marshall, Monongalia, and Wetzel Counties, West VirginiaFiled as Exhibit 96.3 to Form 10-K (File No. 001-38147) filed on February 11, 2022
97CONSOL Energy Inc. Clawback PolicyFiled herewith
101Interactive Data File (Form 10-K for the year ended December 31, 2023, furnished in Inline XBRL)Filed herewith
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)Filed herewith
  • Indicates management contract or compensatory plan or arrangement.

** Information in this exhibit identified by brackets is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) isnot material and (ii) would likely cause competitive harm to the Company if publicly disclosed.

*** The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.

Schedules and attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Supplemental Information

No annual report or proxy material has been sent to shareholders of CONSOL Energy at the time of filing of this Form 10-K. An annual report will be sent to shareholders and to the commission subsequent to the filing of this Form 10-K.

In accordance with Item 601(b)(32)(ii), Exhibits 32.1 and 32.2 are being furnished and not filed.

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