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2019 Annual Report Directors

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2019 Annual Report Directors 2019 Annual Report Directors William P. Powell, Chairman (Class III) Managing Partner of 535 Partners LLC, a family office Sophie Bergeron (Class I) Former General Manager, E´ le´onore Mine of Newmont Corporation, a gold production company James A. Brock (Class I) President and Chief Executive Officer of the Company John T. Mills (Class III) Former Chief Financial Officer of Marathon Oil Corporation, an integrated energy company Joseph P. Platt (Class II) General Partner of Thorn Partners LP, a family limited partnership Edwin S. Roberson (Class II) Former Chief Executive Officer of Christ Community Health Services, a health system Executive Officers James A. Brock President and Chief Executive Officer Miteshkumar B. Thakkar Interim Chief Financial Officer James J. McCaffrey Chief Commercial Officer John M. Rothka Chief Accounting Officer Kurt R. Salvatori Chief Administrative Officer Martha A. Wiegand General Counsel and Secretary UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________________ FORM 10-K __________________________________________________ (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38147 __________________________________________________ CONSOL Energy Inc. (Exact name of registrant as specified in its charter) Delaware82-1954058 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1000 CONSOL Energy Drive, Suite 100 Canonsburg, PA 15317-6506 (724) 416-8300 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) __________________________________________________ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock ($0.01 par value)CEIX New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None __________________________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller Reporting Company Emerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate value of common stock held by non-affiliates of the registrant (treating all executive officers and directors of the registrant, for this purpose, as if they may be affiliates of the registrant) was approximately $717,967,071 as of June 30, 2019, the last business day of the registrant's most recently completed second fiscal quarter, based on the reported closing price of the common stock as reported on The New York Stock Exchange on such date. The number of shares outstanding of the registrant's common stock as of January 24, 2020 was 25,932,618 shares. DOCUMENTS INCORPORATED BY REFERENCE: Portions of CONSOL Energy Inc.'s Proxy Statement for the Annual Meeting of Shareholders to be held on May 8, 2020 are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III. TABLE OF CONTENTS Page PART I ITEM 1. Business 6 ITEM 1A. Risk Factors 29 ITEM 1B. Unresolved Staff Comments 49 ITEM 2. Properties 49 ITEM 3. Legal Proceedings 49 ITEM 4. Mine Safety and Health Administration Safety Data 49 PART II ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities 50 ITEM 6. Selected Financial Data 52 ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 53 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 76 ITEM 8. Financial Statements and Supplementary Data 77 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 134 ITEM 9A. Controls and Procedures 134 ITEM 9B. Other Information 136 PART III ITEM 10. Directors and Executive Officers of the Registrant 136 ITEM 11. Executive Compensation 136 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 136 ITEM 13. Certain Relationships and Related Transactions and Director Independence 136 ITEM 14. Principal Accounting Fees and Services 136 PART IV ITEM 15. Exhibits and Financial Statement Schedules 137 SIGNATURES 140 2 PART I Important Definitions Referenced in this Annual Report • “CONSOL Energy,” “we,” “our,” “us,” “our Company” and “the Company” refer to CONSOL Energy Inc. and its subsidiaries on or after November 28, 2017 and to CONSOL Mining Corporation and its subsidiaries prior to November 28, 2017, except to the extent of any discussion of the financial condition, results of operations, cash flows, and other business activities of the Company on or prior to November 28, 2017 that relate specifically to the Coal Business, in which case such references shall be to the Predecessor; • “Btu” means one British Thermal unit; • “Coal Business” prior to November 28, 2017 refers to all of our former parent’s interest in the Pennsylvania Mining Complex (PAMC) and certain related coal assets, including our former parent’s ownership interest in CONSOL Coal Resources LP, which owns a 25% undivided interest stake in PAMC, the CONSOL Marine Terminal and undeveloped coal reserves (Greenfield Reserves) located in the Northern Appalachian, Central Appalachian and Illinois basins and certain related coal assets and liabilities. “Coal Business” on or after November 28, 2017 refers to CONSOL Energy Inc.’s interest in the Coal Business. References in this report to historical assets, liabilities, products, businesses or activities generally refer to the historical assets, liabilities, products, businesses or activities of the Coal Business as it was conducted as part of our former parent prior to the completion of the separation and distribution; • “CONSOL Marine Terminal” refers to the terminal operations located at the Port of Baltimore that were transferred to the Company as part of the separation. Prior to November 28, 2017, the CONSOL Marine Terminal was named CNX Marine Terminal. As part of the separation and distribution on November 28, 2017, the terminal changed its name to CONSOL Marine Terminal; • “distribution” refers to the pro rata distribution of the Company's issued and outstanding shares of common stock to its former parent's stockholders on November 29, 2017; • “former parent” refers to CNX Resources Corporation and its consolidated subsidiaries; • “General Partner” refers to CONSOL Coal Resources GP LLC, a Delaware limited liability company. Prior to November 28, 2017, CONSOL Coal Resources GP LLC was named CNX Coal Resources GP LLC; • “Greenfield Reserves” means those undeveloped reserves owned by the Company in the Northern Appalachian, Central Appalachian and Illinois basins that are not associated with the Pennsylvania Mining Complex; • “mmBtu” means one million British Thermal units; • “Partnership,” “CCR” or “CONSOL Coal Resources” refers to a Delaware limited partnership that holds a 25% undivided interest in, and is the sole operator of, the Pennsylvania Mining Complex. Prior to November 28, 2017, the Partnership was named CNX Coal Resources LP and its common units traded on the New York Stock Exchange under the ticker “CNXC.” As part of the separation on November 28, 2017, the Partnership changed its name to CONSOL Coal Resources LP and changed its NYSE ticker to “CCR”; • “Pennsylvania Mining Complex” or “PAMC” refers to coal mines, coal reserves and related assets and operations located primarily in southwestern Pennsylvania and owned 75% by the Company and 25% by the Partnership; • “Predecessor” historical assets, liabilities, products, businesses or activities generally refers to the historical assets, liabilities, products, businesses or activities of the Coal Business as the business was conducted as part of our former
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