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What changed in Core Natural Resources, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Core Natural Resources, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+614 added−559 removedSource: 10-K (2025-02-20) vs 10-K (2024-02-09)

Top changes in Core Natural Resources, Inc.'s 2024 10-K

614 paragraphs added · 559 removed · 384 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

172 edited+108 added−89 removed142 unchanged
Biggest changeThe following tables provide a summary of all the Company's coal reserves and resources as of the end of the fiscal year ended December 31, 2023: SUMMARY COAL RESERVES AT END OF THE FISCAL YEAR ENDED DECEMBER 31, 2023 Coal Reserves (tons in millions) Proven Probable Total PAMC: Bailey 56.9 80.5 137.4 Enlow Fork 214.5 33.5 248.0 Harvey 103.3 94.8 198.1 Total PAMC 374.7 208.8 583.5 Itmann Mining Complex 16.0 12.4 28.4 Other NAPP 3.6 19.7 23.3 Other CAPP 56.6 20.0 76.6 Total 450.9 260.9 711.8 SUMMARY COAL RESOURCES AT END OF THE FISCAL YEAR ENDED DECEMBER 31, 2023 Coal Resources (ton in millions) Measured Indicated Measured + Indicated Inferred Total Mason Dixon Mine 106.6 158.4 265.0 8.9 273.9 River Mine 46.2 498.3 544.5 66.1 610.6 Other CAPP 44.3 66.3 110.6 1.9 112.5 Other ILB 106.6 137.7 244.3 0.6 244.9 Total 303.7 860.7 1,164.4 77.5 1,241.9 12 Table of Contents The following table classifies the Company's coal by type (thermal versus metallurgical).
Biggest changeUnder current mining plans, reserves and resources reported will be mined out within the period of existing leases or within the time period of probable lease renewal periods. 14 Table of Contents The following tables provide a summary of all the Company's coal reserves and resources as of the end of the fiscal year ended December 31, 2024: SUMMARY MATERIAL COAL RESERVES AT END OF THE FISCAL YEAR ENDED DECEMBER 31, 2024 Coal Reserves (tons in millions) Proven Probable Total Realized Coal Price Recovery Factor PAMC: Bailey 53.6 72.3 125.9 $ 61.29 58 % Enlow Fork 206.8 32.4 239.2 $ 61.29 54 % Harvey 101.1 91.4 192.5 $ 61.29 56 % Total PAMC 361.5 196.1 557.6 $ 61.29 56 % SUMMARY NON-MATERIAL COAL RESERVES AT END OF THE FISCAL YEAR ENDED DECEMBER 31, 2024 Coal Reserves (tons in millions) Proven Probable Total Itmann Mining Complex 15.2 12.3 27.5 Other NAPP 3.6 19.7 23.3 Other CAPP 56.6 20.0 76.6 Total 75.4 52.0 127.4 SUMMARY COAL RESOURCES AT END OF THE FISCAL YEAR ENDED DECEMBER 31, 2024 Coal Resources (ton in millions) Non-Material Measured Indicated Measured + Indicated Inferred Total Mason Dixon Mine 106.6 158.4 265.0 8.9 273.9 River Mine 46.2 498.3 544.5 66.1 610.6 Other CAPP 44.3 66.3 110.6 1.9 112.5 Other ILB 106.6 137.7 244.3 0.6 244.9 Total 303.7 860.7 1,164.4 77.5 1,241.9 Note: All resource tons in the table above are reported as clean recoverable tons. 15 Table of Contents The following table classifies the Company's coal by type (thermal versus metallurgical).
Resource Conservation and Recovery Act . The federal Resource Conservation and Recovery Act (“RCRA”) and corresponding state laws and regulations affect coal mining by imposing requirements for the treatment, storage, transportation and disposal of certain wastes created throughout the coal mining process.
The federal Resource Conservation and Recovery Act (“RCRA”) and corresponding state laws and regulations affect coal mining by imposing requirements for the treatment, storage, transportation and disposal of certain wastes created throughout the coal mining process.
The CAA requires the EPA to set National Ambient Air Quality Standards (“NAAQS”) for six “criteria pollutants” (including particulate matter (“PM”), nitrogen oxides (“NO x ”), ozone, sulfur dioxide (“SO 2 ”), lead and carbon monoxide) considered harmful to public health and the environment and to review these standards every five years.
The CAA requires the EPA to set National Ambient Air Quality Standards (“NAAQS”) for six “criteria pollutants” (including particulate matter (“PM”), nitrogen oxides (“NO x ”), ozone, sulfur dioxide (“SO 2 ”), lead and carbon monoxide) considered harmful to public health and the environment. The EPA must review these standards every five years.
Force majeure events include, but are not limited to, unexpected significant geological conditions or natural disasters. Depending on the language of the contract, some contracts may terminate upon continuance of an event of force majeure that extends for a period greater than three to twelve months.
Force majeure events include, but are not limited to, unexpected significant geological conditions or natural disasters. Depending on the language in the contract, some contracts may terminate upon continuance of an event of force majeure that extends for a period greater than three to twelve months.
Under the CWA, citizens may sue permit holders for alleged discharges of pollutants not explicitly limited by permits issued pursuant to the National Pollutant Discharge Elimination System (“NPDES”). Citizens may also sue to enforce NPDES permit requirements.
Under the CWA, citizens may sue permit holders for alleged discharges of regulated pollutants not explicitly limited by permits issued pursuant to the National Pollutant Discharge Elimination System (“NPDES”). Citizens may also sue to enforce NPDES permit requirements.
The address of our principal executive offices is 275 Technology Drive Suite 101, Canonsburg, Pennsylvania 15317. We maintain a website at http://www.consolenergy.com/ . The information contained in or connected to the website will not be deemed to be incorporated in this document, and you should not rely on any such information in making an investment decision.
The address of our principal executive offices is 275 Technology Drive, Suite 101, Canonsburg, Pennsylvania 15317. We maintain a website at http://www.corenaturalresources.com/ . The information contained in or connected to the website will not be deemed to be incorporated in this document, and you should not rely on any such information in making an investment decision.
In addition, SMCRA imposes a reclamation fee on all current mining operations, the proceeds of which are deposited in the Abandoned Mine Reclamation Fund, which is used to restore mine lands mined, closed or abandoned before SMCRA’s adoption in 1977, and to pay health care benefit costs of orphan beneficiaries of the Combined Fund created by the Coal Industry Retiree Health Benefit Act of 1992.
Separately, SMCRA imposes a reclamation fee on all current mining operations, the proceeds of which are deposited in the Abandoned Mine Reclamation Fund, which is used to restore mine lands mined, closed or abandoned before SMCRA’s adoption in 1977, and to pay health care benefit costs of orphan beneficiaries of the Combined Fund created by the Coal Industry Retiree Health Benefit Act of 1992.
The Company controls approximately 179,181 acres of mineral and/or surface rights as a complex collection of owned and/or leased tracts that range from less than an acre to several hundred acres in size covered by various coal deeds and coal lease agreements. Lease terms generally extend until all the coal is removed from the subject tract.
The Company controls approximately 179,028 acres of mineral and/or surface rights as a complex collection of owned and/or leased tracts that range from less than an acre to several hundred acres in size covered by various coal deeds and coal lease agreements. Lease terms generally extend until all the coal is removed from the subject tract.
Despite a lengthy ownership history dating back to the 1920s with the acquisition of certain coal leases by the Company’s predecessor, commercial operations at the PAMC did not begin until 1984. The total book value of the PAMC and its associated plant and equipment as of December 31, 2023 is approximately $1.4 billion.
Despite a lengthy ownership history dating back to the 1920s with the acquisition of certain coal leases by the Company’s predecessor, commercial operations at the PAMC did not begin until 1984. The total book value of the PAMC and its associated plant and equipment as of December 31, 2024 is approximately $1.4 billion.
CONSOL’s recoverable coal reserves are proven and probable reserves that could be economically and legally extracted or produced at the time of the reserve determination, considering all material modifying factors. These estimates are periodically updated to reflect past coal production, updated mine plans, new exploration information, and other geologic or mining data.
The Company’s recoverable coal reserves are proven and probable reserves that could be economically and legally extracted or produced at the time of the reserve determination, considering all material modifying factors. These estimates are periodically updated to reflect past coal production, updated mine plans, new exploration information, and other geologic or mining data.
Highly Experienced Management Team and Operating Team Our management and operating teams have (i) significant expertise owning, developing and managing complex thermal and metallurgical coal mining operations, (ii) valuable relationships with customers, railroads and other participants across the coal industry, (iii) technical wherewithal and demonstrated success in developing new applications and customers for our coal products in industrial, metallurgical and power generation markets, and (iv) a proven track record of successfully financing, building, enhancing and managing coal assets in a reliable and cost-effective manner throughout all parts of the commodity cycle.
Our management and operating teams have (i) significant expertise owning, developing and managing complex thermal and metallurgical coal mining operations, (ii) valuable relationships with customers, railroads and other participants across the coal industry, (iii) technical wherewithal and demonstrated success in developing new applications and customers for our coal products in industrial, metallurgical and power generation markets, and (iv) a proven track record of successfully financing, building, enhancing and managing coal assets in a reliable and cost-effective manner throughout all parts of the commodity cycle.
As of December 31, 2023, the Company held less than $1 million in surety bonds to cover its current obligations relating to mining and reclamation, mine subsidence, stream restoration, and water loss with respect to the Itmann No. 5 Mine, preparation plant facility and refuse area.
As of December 31, 2024, the Company held less than $1 million in surety bonds to cover its current obligations relating to mining and reclamation, mine subsidence, stream restoration and water loss with respect to the Itmann No. 5 Mine, preparation plant facility and refuse area.
District Courts and in January 2023, the EPA and the ACOE issued a final rule redefining WOTUS in a manner generally consistent with the pre-2015 framework. On May 25, 2023, the Supreme Court issued its decision in Sackett v. EPA , which narrowed federal jurisdiction over land and water features.
District Courts, and, in January 2023, the EPA and the ACOE issued a final rule redefining WOTUS in a manner generally consistent with the pre-2015 framework (“Revised WOTUS Rule”). On May 25, 2023, the Supreme Court issued its decision in Sackett v. EPA, which narrowed federal jurisdiction over land and water features.
The current fee is $0.096 per ton for underground mined coal and became effective in October 2021. We recognized expense related to Abandoned Mine Reclamation Fund fees of $2 million for the year ended December 31, 2023. Endangered Species Act.
The current fee is $0.096 per ton for underground mined coal and became effective in October 2021. We recognized expense related to Abandoned Mine Reclamation Fund fees of $2 million for the year ended December 31, 2024. Endangered Species Act.
As of December 31, 2023, the Company held more than $380 million in surety bonds to cover its obligations relating to mining and reclamation, mine subsidence, road repairs, stream restoration, water loss, and dam safety with respect to the PAMC. Bailey Mine.
As of December 31, 2024, the Company held more than $380 million in surety bonds to cover its obligations relating to mining and reclamation, mine subsidence, road repairs, stream restoration, water loss and dam safety with respect to the PAMC. Bailey Mine.
In the United States, findings published by the EPA in 2009 concluded that GHG emissions pose an endangerment to public health and the environment, and as a result, the EPA has the authority to adopt and implement regulations restricting GHG emissions under existing provisions of the CAA. The U.S.
In the United States, findings published by the EPA in 2009 concluded that GHG emissions pose an endangerment to public health and the environment, and as a result, the EPA has the authority to adopt and implement regulations restricting GHG emissions under existing provisions of the CAA.
We have completed title work on substantially all of our coal producing properties and believe that we have satisfactory title to our producing properties in accordance with standards generally accepted in the industry. Available Information We maintain a website at www.consolenergy.com .
We have completed title work on substantially all of our coal producing properties and believe that we have satisfactory title to our producing properties in accordance with standards generally accepted in the industry. Available Information We maintain a website at www.corenaturalresources.com .
For example, based on publicly available data and internal estimates, we believe that the transportation cost advantage from our mines compared to ILB mines (not accounting for Btu differences) is approximately $5 to $8 per ton for coal delivered to foreign consumers in Europe and India, up to $3 per ton for coal delivered to domestic customers in the Carolinas, and an even more pronounced cost advantage for coal delivered to domestic customers in the mid-Atlantic states.
For example, based on publicly available data and internal estimates, we believe that the transportation cost advantage from our mines compared to ILB mines (not accounting for Btu differences) is approximately $5 to $8 per ton for coal delivered to foreign consumers in Europe and India, and an even more pronounced cost advantage for coal delivered to domestic customers in the mid-Atlantic states.
Most customers negotiate their own transportation rates, while our sales and logistics specialists negotiate freight and equipment agreements with various transportation suppliers, including railroads, barge lines, terminal operators, ocean vessel brokers and trucking companies for the remaining customers. Seasonality Our business has historically experienced limited variability in its results due to the effect of seasonal changes.
Most customers negotiate their own transportation rates, while our sales and logistics specialists negotiate freight and equipment agreements with various transportation suppliers, including railroads, barge lines, terminal operators, ocean vessel brokers and trucking companies for the remaining customers. 22 Table of Contents Seasonality Our business has historically experienced limited variability in its results due to the effect of seasonal changes.
We are also pursuing a variety of alternative and innovative uses of coal to diversify our business. These activities are led by CONSOL Innovations LLC, our wholly-owned subsidiary located in Triadelphia, WV, which is focused on creating long-term growth and diversification opportunities through sustainable innovations in the carbon products and materials markets.
We are also pursuing a variety of alternative and innovative uses of coal to diversify our business. These activities are led by CONSOL Innovations LLC, our wholly-owned subsidiary with operations located in Triadelphia, WV, which is focused on creating long-term growth and diversification opportunities through sustainable innovations in the carbon products and materials and carbon management markets.
Loadout Facility Location Mine Type Mining Equipment Transportation Tons Produced (in millions) Year Established or Acquired Mine 2023 2022 2021 PA Mining Operations Bailey Enon, PA U LW/CM R R/B 11.2 11.6 11.8 1984 Enlow Fork Enon, PA U LW/CM R R/B 8.7 6.3 6.8 1989 Harvey Enon, PA U LW/CM R R/B 6.2 6.1 5.3 2014 Total 26.1 23.9 23.9 Itmann Mining Complex Itmann No. 5 Mine Itmann, WV U CM T/R 0.3 0.2 0.1 2020 Total Company 26.4 24.1 24.0 Table may not sum due to rounding.
Loadout Facility Location Mine Type Mining Equipment Transportation Tons Produced (in millions) Year Established or Acquired Mine 2024 2023 2022 PA Mining Operations Bailey Enon, PA U LW/CM R R/B 10.8 11.2 11.6 1984 Enlow Fork Enon, PA U LW/CM R R/B 9.2 8.7 6.3 1989 Harvey Enon, PA U LW/CM R R/B 5.7 6.2 6.1 2014 Total 25.7 26.1 23.9 Itmann Mining Complex Itmann No. 5 Mine Itmann, WV U CM T/R 0.4 0.3 0.2 2020 Total Company 26.1 26.4 24.1 Table may not sum due to rounding.
Another initiative, our 21 st Century Power Plant project, is also receiving funding from the Department of Energy to evaluate a next-generation power plant that would be fueled by waste coal and biomass and equipped with carbon dioxide (CO 2 ) capture and storage to achieve net neutral or negative CO 2 emissions.
Another initiative, our 21st Century Power Plant project, is also receiving funding from the Department of Energy to evaluate a next-generation power plant that would be fueled by waste coal and biomass and equipped with carbon dioxide (CO 2 ) capture and storage to achieve net neutral or negative CO 2 emissions.
ITEM 1. Business General We and our predecessors have been mining coal, primarily in the Appalachian Basin, since 1864. The Company was incorporated in Delaware on June 21, 2017 and became an independent, publicly-traded company on November 28, 2017 when our former parent separated its coal business and natural gas business into two independently traded public companies.
We and our predecessors have been mining coal, primarily in the Appalachian Basin, since 1864. The Company was incorporated in Delaware on June 21, 2017 and became an independent, publicly-traded company on November 28, 2017 when our former parent separated its coal business and natural gas business into two independently traded public companies.
Areas that are not in compliance with these standards are considered “non-attainment areas.” The designation of new non-attainment areas could prompt local changes to permitting or emissions control requirements, as prescribed by federally mandated state implementation plans (“SIPs”) that require emission source identification and emission reduction plans.
Areas that are not in compliance with the NAAQS are considered “non-attainment areas.” The designation of new non-attainment areas could prompt local changes to permitting or emissions control requirements, as prescribed by federally mandated state implementation plans (“SIPs”) that require emission source identification and emission reduction plans.
Over the past five years, our PAMC Mine Safety and Health Administration (“MSHA”) total reportable incident rate was approximately 57% lower than the national average underground bituminous coal mine incident rate.
Over the past five years, our PAMC Mine Safety and Health Administration (“MSHA”) total reportable incident rate was approximately 53% lower than the national average underground bituminous coal mine incident rate.
The changes have increased the cost to us of complying with the Federal Black Lung Benefits Act. In addition to the federal legislation, we are also liable under various state statutes for our portion of black lung claims. 30 Table of Contents Other State and Local Laws Related to Our Coal Business Ownership of Coal Rights .
The changes have increased the cost to us of complying with the Federal Black Lung Benefits Act. In addition to the federal legislation, we are also liable under various state statutes for our portion of black lung claims. Other State and Local Laws Related to Our Coal Business Ownership of Coal Rights .
While no new coal-fired power stations are currently under construction in the U.S., promulgation of rules limiting CO 2 emissions or requiring deployment of advanced technologies such as CCS will promote continuation of this trend.
While no new coal-fired power stations are currently under construction in the U.S., promulgation of rules limiting CO 2 emissions or requiring deployment 26 Table of Contents of advanced technologies such as CCS will promote continuation of this trend.
Bureau of Alcohol, Tobacco, and Firearms and the Department of Homeland Security. 29 Table of Contents Health and Safety Laws Mine Safety . Legislative and regulatory changes have required us to purchase additional safety equipment, construct stronger seals to isolate mined-out areas, and engage in additional training.
Bureau of Alcohol, Tobacco, and Firearms and the Department of Homeland Security. Health and Safety Laws Mine Safety . Legislative and regulatory changes have required us to purchase additional safety equipment, construct stronger seals to isolate mined-out areas, and engage in additional training.
World-Class, Well-Capitalized, Low-Cost Longwall Mining Complex Based on production per employee, the PAMC is a productive and efficient coal mining complex in NAPP, averaging 7.50 tons of coal production per employee hour for the past two years.
World-Class, Well-Capitalized, Low-Cost Longwall Mining Complexes Based on production per employee, the PAMC is a productive and efficient coal mining complex in NAPP, averaging 7.37 tons of coal production per employee hour for the past two years.
Approximately 96% of our sales in 2023 were to customer companies that were in our 2022 portfolio, and six of our top domestic power plant customers in 2023 (which are included in the ten plants to which we shipped approximately 500,000 tons or more of PAMC coal in 2023) have been in our portfolio for at least five consecutive years.
Approximately 92% of our sales in 2024 were to customer companies that were in our 2023 portfolio, and six of our top domestic power plant customers in 2024 (which are included in the ten plants to which we shipped approximately 500,000 tons or more of PAMC coal in 2024) have been in our portfolio for at least five consecutive years.
The following is a summary of the more significant existing environmental and worker health and safety laws and regulations to which we or our customers’ business operations are subject and for which compliance may have a material adverse impact on our capital expenditures, results of operations and financial condition, and/or demand for our coal product by our customers.
The following is a summary of the more significant existing environmental and worker health and safety laws and regulations to which we or our customers’ business operations are subject and for which compliance may have a material adverse effect on our business, results of operations and financial condition, and/or demand for our coal product by our customers.
Any emissions limitations in the final rule or similar future rulemakings could require our customers to incur significant capital costs associated with installation of emissions 22 Table of Contents control technologies, which could negatively affect the demand and prices for our coal, our business and results of operations. National Ambient Air Quality Standards .
The emissions limitations in the final rule, or similar future rulemakings, could require our customers to incur significant capital costs associated with installation of emissions control technologies, which could negatively affect the demand and prices for our coal, our business and results of operations. National Ambient Air Quality Standards .
In addition to competitive base wages, the Company has additional programs, which include bonus opportunities, a Company-matched 401(k) plan, healthcare and insurance benefits, health savings spending accounts, paid time off, family leave, flexible work schedules, employee wellness programs and employee assistance programs. Employee Development.
In addition to competitive base wages, the Company has additional programs, which include bonus opportunities, a Company-matched 401(k) plan, 23 Table of Contents healthcare and insurance benefits, health savings spending accounts, paid time off, family leave, flexible work schedules, employee wellness programs and employee assistance programs. Employee Development.
We have experienced rising premiums, reduced coverage and/or fewer providers willing to underwrite policies and surety bonds. Terms have generally become unfavorable, including increases in the amount of collateral required to secure surety bonds.
We have experienced rising premiums, reduced coverage and/or fewer providers willing to underwrite policies and surety bonds. Terms have generally become unfavorable, including increases in the amount of collateral required to secure surety 30 Table of Contents bonds.
Further revisions to the definition of WOTUS could impose additional permitting obligations or restrictions, require enhanced mitigation, or cause the Company to modify its operations, any of which could result in delayed permit approval timeframes or increased operational costs and compliance burden. Water Discharge Permits.
Further revisions to the definition of WOTUS could impose additional or different permitting obligations or restrictions, require enhanced mitigation, or cause the Company to modify its operations, any of which could result in delayed permit approval timeframes or increased operational costs and compliance burden. 29 Table of Contents Water Discharge Permits.
The over- or underestimation of reserves can have certain impacts on financial performance, such as changes in amortizations that are based on life-of-mine estimates. 13 Table of Contents Pennsylvania Mining Complex Pennsylvania Mining Complex.
The over- or underestimation of reserves can have certain impacts on financial performance, such as changes in amortizations that are based on life-of-mine estimates. 16 Table of Contents Pennsylvania Mining Complex - Material Reserves Pennsylvania Mining Complex.
However, the Inflation Reduction Act of 2022 made the higher rates (of up to $1.10 per ton for deep mined coal and up to $0.55 per ton for surface-mined coal) permanent, effective in October 2022.
However, the Inflation Reduction Act of 2022 made the higher rates (of up to $1.10 per ton for deep 32 Table of Contents mined coal and up to $0.55 per ton for surface-mined coal) permanent, effective in October 2022.
Development of the Harvey Mine began in 2009, and construction of the supporting surface facilities commenced in 2011. Longwall mining production commenced in March 2014. For the years ended December 31, 2023, 2022 and 2021, the Harvey Mine produced 6.2, 6.1 and 5.3 million tons of coal, respectively.
Development of the Harvey Mine began in 2009, and construction of the supporting surface facilities commenced in 2011. Longwall mining production commenced in March 2014. For the years ended December 31, 2024, 2023 and 2022, the Harvey Mine produced 5.7, 6.2 and 6.1 million tons of coal, respectively.
We believe that having approximately 43% of the Company's workforce with at least 10 years of company service coupled with our average voluntary retention rate of 89% as of the end of fiscal year 2023 reflects the engagement of our employees. Total Rewards. Our employees are critical to the success of our company.
We believe that having approximately 38% of the Company's workforce with at least 10 years of company service coupled with our average voluntary retention rate of 89% as of the end of fiscal year 2024 reflects the engagement of our employees. Total Rewards. Our employees are critical to the success of our company.
Challenges such as these could result in litigation, limit operational expansion efforts, create permitting delays or restrict coal shipments, any of which could materially impact production, cash flow and results of operations. 25 Table of Contents Foreign governments, including the European Union and member countries, have adopted regulations governing GHG emissions.
Challenges such as these could result in litigation, limit operational expansion efforts, create permitting delays or restrict coal shipments, any of which could materially impact production, cash flows and results of operations. Foreign governments, including the European Union and member countries, have adopted regulations governing GHG emissions.
Royalty tonnage leased to third parties is not included in the amounts of produced tons that we report, nor is it included in our reported recoverable reserves and resources. Production In the year ended December 31, 2023, 98.8% of the Company's production came from underground mines equipped with longwall mining systems.
Royalty tonnage leased to third parties is not included in the amounts of produced tons that we report, nor is it included in our reported recoverable reserves and resources. Production as of December 31, 2024 In the year ended December 31, 2024, 98.5% of the Company's production came from underground mines equipped with longwall mining systems.
We believe that our focus on safety and compliance promotes greater reliability in our operations, which fosters long-term customer relationships and lower operating costs that support higher margins. Consistent with our core value of continuous improvement, we have improved our productivity at the PAMC from 6.27 tons per employee hour to 7.40 tons per employee hour since 2015.
We believe that our focus on safety and compliance promotes greater reliability in our operations, which fosters long-term customer relationships and lower operating costs that support higher margins. Consistent with our core value of continuous improvement, productivity at the PAMC has improved from 6.27 tons per employee hour in 2015 to 7.34 tons per employee hour in 2024.
Where applicable, royalty rates typically range from 3% to 8% of the gross sales price of the coal. The Company maintains the right to mine and remove almost all of the Pittsburgh Seam within the PAMC boundaries. As part of the PAMC, CONSOL controls surface rights to approximately 17,665 acres through fee simple ownership.
Where applicable, royalty rates typically range from 3% to 8% of the gross sales price of the coal. The Company maintains the right to mine and remove almost all of the Pittsburgh Seam within the PAMC boundaries. As part of the PAMC, the Company controls surface rights to approximately 24,092 acres through fee simple ownership.
CONSOL Energy Non-Operating Recoverable Coal Reserves and Coal Resources as of December 31, 2023 and 2022 As Received Heat Value (Btu/lb) Owned (%) Leased (%) Recoverable Coal Reserves (As-Received) Property Proven Probable 12/31/2023 12/31/2022 NAPP 11,400 – 13,400 100 % — % 3.6 19.7 23.3 23.3 CAPP 12,400 – 14,100 87 % 13 % 56.6 20.0 76.6 68.0 Total Non-Operating Reserves 60.2 39.7 99.9 91.3 As Received Heat Value (Btu/lb) Owned (%) Leased (%) Recoverable Coal Resources (As-Received) Property Measured Indicated Inferred 12/31/2023 12/31/2022 Mason Dixon Mine 12,250 – 13,060 96 % 4 % 106.6 158.4 8.9 273.9 273.9 River Mine 12,790 – 13,100 100 % — % 46.2 498.3 66.1 610.6 610.6 CAPP 12,400 – 14,100 67 % 33 % 44.3 66.3 1.9 112.5 121.8 ILB 11,600 – 12,000 75 % 25 % 106.6 137.7 0.6 244.9 315.9 Total Non-Operating Resources 303.7 860.7 77.5 1,241.9 1,322.2 Title to coal properties that we lease or purchase and the boundaries of these properties are verified by law firms retained by us at the time we lease or acquire the properties.
Non-Material, Non-Operating Recoverable Coal Reserves and Coal Resources as of December 31, 2024 and 2023 As Received Heat Value (Btu/lb) Owned (%) Leased (%) Recoverable Coal Reserves (As-Received) Property Range Proven Probable 12/31/2024 12/31/2023 NAPP 11,400 – 13,400 100 % — % 3.6 19.7 23.3 23.3 CAPP 12,400 – 14,100 87 % 13 % 56.6 20.0 76.6 76.6 Total Non-Operating Reserves 60.2 39.7 99.9 99.9 19 Table of Contents As Received Heat Value (Btu/lb) Owned (%) Leased (%) Recoverable Coal Resources (As-Received) Property Range Measured Indicated Inferred 12/31/2024 12/31/2023 Mason Dixon Mine 12,250 – 13,060 96 % 4 % 106.6 158.4 8.9 273.9 273.9 River Mine 12,790 – 13,100 100 % — % 46.2 498.3 66.1 610.6 610.6 CAPP 12,400 – 14,100 67 % 33 % 44.3 66.3 1.9 112.5 112.5 ILB 11,600 – 12,000 75 % 25 % 106.6 137.7 0.6 244.9 244.9 Total Non-Operating Resources 303.7 860.7 77.5 1,241.9 1,241.9 Title to coal properties that we lease or purchase and the boundaries of these properties are verified by law firms retained by us at the time we lease or acquire the properties.
For the years ended December 31, 2023, 2022 and 2021, the Bailey Mine produced 11.2, 11.6 and 11.8 million tons of coal, respectively. Enlow Fork Mine.
For the years ended December 31, 2024, 2023 and 2022, the Bailey Mine produced 10.8, 11.2 and 11.6 million tons of coal, respectively. Enlow Fork Mine.
Pricing for our product depends strongly on conditions in the domestic and international thermal and metallurgical coal markets. 19 Table of Contents The prices we are able to achieve in the domestic thermal market depend on a number of factors, including: (i) the supply-demand balance for Northern Appalachian coal, (ii) prices for other competing sources of energy used for electricity generation, such as natural gas, (iii) power prices in the regions we serve, (iv) prices for coals from other basins (including CAPP, ILB, and PRB) that compete in these same regions, and (v) pricing under our longer-term contracts, which may have been entered into under different market conditions.
The prices we are able to achieve in the domestic thermal market depend on a number of factors, including: (i) the supply-demand balance for Northern Appalachian coal, (ii) prices for other competing sources of energy used for electricity generation, such as natural gas, (iii) power prices in the regions we serve, (iv) prices for coals from other basins (including CAPP, ILB and PRB) that compete in these same regions, and (v) pricing under our longer-term contracts, which may have been entered into under different market conditions.
In 2020, the EPA published the MATS Reconsideration Rule as final, reaffirming the agency's “appropriate and necessary” conclusion while retaining coal- and oil-fired power plants on the list of affected source categories and maintaining existing emission limits for mercury and other HAPs. The final rule was subject to legal challenge in multiple cases before the D.C. Circuit.
In 2020, the EPA finalized the MATS Reconsideration Rule, reversing the agency's “appropriate and necessary” conclusion even while retaining coal- and oil-fired power plants on the list of affected source categories and maintaining existing emission limits for mercury and other HAPs. The final rule was subject to legal challenge in multiple cases before the D.C. Circuit.
Furthermore, the electric power generation industry and other users of our coal are subject to extensive regulation regarding the environmental impact of their activities, which could affect demand for our coal. 21 Table of Contents We seek to conduct our operations in compliance with applicable laws and regulations.
Furthermore, the electric power generation industry, steel production industry and other users of our coal are subject to extensive regulation regarding the environmental impact of their activities, which could affect demand for our coal. We seek to conduct our operations in compliance with applicable laws and regulations.
Although the SCF rule was subsequently challenged in court, the case was ultimately vacated because Congress revoked the rule through the Congressional Review Act in June 2021. On May 23, 2023, the EPA published a NPRM proposing to retain the NSPS for coal-fired EGUs that was promulgated in 2015 and was based on partial CCS.
Although the SCF rule was subsequently challenged in court, the case was ultimately vacated because Congress revoked the rule through the Congressional Review Act in June 2021. On May 23, 2023, the EPA published a notice of proposed rulemaking (“NPRM”) proposing to retain the NSPS for coal-fired EGUs that was promulgated in 2015 and was based on partial CCS.
Protection of these species could prohibit or delay authorization of mining activities or may place additional restrictions on our operations related to timbering, construction, vegetation, or water discharges. Throughout 2022, the U.S.
Protection of these species could prohibit or delay authorization of mining activities or may place additional restrictions on our operations related to timbering, construction, vegetation or water discharges. In May 2024, the U.S.
In addition to our robust domestic customer base, we also have a growing international customer base due to favorable access to seaborne coal markets and our strong relationships with leading coal trading, brokering and international coal end-users.
We also have a growing international customer base due to favorable access to seaborne coal markets and our strong relationships with leading coal trading, brokering and international coal end-users.
Mining Properties Information concerning our mining properties in this Annual Report on Form 10-K has been prepared in accordance with the requirements of subpart 1300 of Regulation S-K.
Mining Properties as of December 31, 2024 Information concerning our mining properties in this Annual Report on Form 10-K has been prepared in accordance with the requirements of subpart 1300 of Regulation S-K.
We believe that we have a significant transportation cost advantage compared to many of our competitors, particularly producers in the ILB and PRB, for deliveries to customers in our core markets and to East Coast ports for international shipping.
We believe that we have a significant transportation cost advantage compared to many of our competitors, particularly producers in the ILB and the Powder River Basin (“PRB”), for deliveries to customers in our core markets and to East Coast ports for international shipping.
Furthermore, our PAMC MSHA significant and substantial (“S&S”) citation rate per 100 inspection hours was approximately 88% lower than the industry’s average MSHA S&S citation rate over the twelve-month period ended December 31, 2023.
Furthermore, the PAMC MSHA significant and substantial (“S&S”) citation rate per 100 inspection hours was approximately 79% lower than the industry’s average MSHA S&S citation rate over the twelve-month period ended December 31, 2024.
We constantly seek to improve our capital market capacity to provide additional funds, if needed, to grow our business. We believe that CONSOL Energy can access capital markets to raise debt and equity financing from time to time depending on the market conditions.
Maintain Liquidity and Ability to Access Capital Markets We constantly seek to improve our capital market capacity to provide additional funds, if needed, to grow our business. We believe that our Company can access capital markets to raise debt and equity financing from time to time depending on the market conditions.
Apart from SEC filings, we also use our website to publish information which may be important to investors, such as presentations to analysts.
Apart from SEC filings, we also use our website to publish information which may be important to investors, such as presentations to analysts. 33 Table of Contents
Our ability to accommodate multiple unit trains from both Norfolk Southern and CSX at the Central Preparation Plant, which includes a dual-batch loadout facility capable of loading up to 9,000 tons of clean coal per hour and 19.3 miles of track with three sidings, allows for the seamless transition of locomotives from empty inbound trains to fully loaded outbound trains at our facility.
(“CSX”) at the Central Preparation Plant, which includes a dual-batch loadout facility capable of loading up to 9,000 tons of clean coal per hour and 19.3 miles of track with three sidings, allows for the seamless transition of locomotives from empty inbound trains to fully loaded outbound trains at our facility.
Related to the ozone NAAQS, in August 2023, the EPA announced that it would not complete its reconsideration of the 2020 decision to retain the NAAQS but would instead begin a new review of the ozone NAAQS that would incorporate the latest science.
Related to the ozone NAAQS, in August 2023, the EPA announced that it would not complete its reconsideration of the 2020 decision to retain the NAAQS but would instead begin a new review of the ozone NAAQS, which is ongoing.
U — Underground LW — Longwall CM — Continuous Miner R — Rail R/B — Rail to Barge or Vessel T/R — Truck to Rail 18 Table of Contents Coal Marketing and Sales The following table sets forth tons sold and average realized coal revenue per ton sold for the periods indicated: Years Ended December 31, 2023 2022 2021 Total Coal Revenue (in millions) $ 2,106 $ 2,019 $ 1,092 PA Mining Operations Tons Sold (in millions) 26.0 24.1 23.7 Average Realized Coal Revenue per Ton Sold – PA Mining Operations $ 77.74 $ 69.89 $ 45.75 Itmann Mining Complex Tons Sold (in millions) 0.5 0.2 0.1 Coal Revenue per Ton Sold – Itmann Mining Complex $ 158.71 $ 219.44 $ 70.40 We sell coal produced by our mines and additional coal that is purchased by us from other producers.
U — Underground LW — Longwall CM — Continuous Miner R — Rail R/B — Rail to Barge or Vessel T/R — Truck to Rail Coal Marketing and Sales as of December 31, 2024 The following table sets forth tons sold and average coal revenue per ton sold for the periods indicated: Years Ended December 31, 2024 2023 2022 Total Coal Revenue (in millions) $ 1,787 $ 2,106 $ 2,019 PA Mining Operations Tons Sold (in millions) 25.7 26.0 24.1 Average Coal Revenue per Ton Sold – PA Mining Operations $ 65.54 $ 77.74 $ 69.89 Itmann Mining Complex Tons Sold (in millions) 0.7 0.5 0.2 Coal Revenue per Ton Sold – Itmann Mining Complex $ 153.10 $ 158.71 $ 219.44 We sell coal produced by our mines and additional coal that is purchased by us from other producers.
Definition of Waters of the United States. In June 2015, the EPA issued a rule to clarify which waterways are subject to federal jurisdiction under the CWA, known as the Clean Water Rule.
In June 2015, the EPA issued a rule to clarify which waterways are subject to federal jurisdiction under the CWA, known as the Clean Water Rule.
Our most significant tangible assets are the PAMC and the CONSOL Marine Terminal. Coal from the PAMC is valued because of its high energy content (as measured in Btu per pound), relatively low levels of sulfur and other impurities, and strong thermoplastic properties that enable it to be used in metallurgical, industrial and power generation applications.
Coal from the PAMC is valued because of its high energy content (as measured in Btu per pound), relatively low levels of sulfur and other impurities, and strong thermoplastic properties that enable it to be used in metallurgical, industrial and power generation applications.
For the years ended December 31, 2023, 2022 and 2021, the Enlow Fork Mine produced 8.7, 6.3 and 6.8 million tons of coal, respectively. 14 Table of Contents Harvey Mine.
For the years ended December 31, 2024, 2023 and 2022, the Enlow Fork Mine produced 9.2, 8.7 and 6.3 million tons of coal, respectively. 17 Table of Contents Harvey Mine.
The Company recognized expense related to the Black Lung Excise Tax of $10.9 million, $8.6 million and $13.5 million for the years ended December 31, 2023, 2022 and 2021, respectively.
The Company recognized expense related to the Black Lung Excise Tax of $11.0 million, $10.9 million and $8.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.
As of December 31, 2023, the Itmann Mining Complex includes 28.4 million tons of recoverable coal reserves that are sufficient to support an equivalent of more than 30 years of full-capacity production, based on our current estimates.
As of December 31, 2024, the Itmann Mining Complex included 27.5 million tons of recoverable coal reserves that are sufficient to support an equivalent of more than 30 years of full-capacity production, based on our current estimates.
Approximately 50% of our 2021 coal revenue was from U.S. electric generators, 46% of our 2021 coal revenue was from export markets and 4% of our 2021 coal revenue was from other domestic customers. We had sales to approximately 50 customers from our coal operations during the past two years.
Approximately 45% of our 2022 coal revenue was from U.S. electric generators, 53% of our 2022 coal revenue was from export markets and 2% of our 2022 coal revenue was from other domestic customers. We had sales to approximately 50 customers from our coal operations during the past two years.
Court of Appeals for the Fifth Circuit in 2019. Revisions to the 2015 ELG rule were published in October 2020 and established a voluntary incentive program which provides power plants until December 31, 2028 to (i) retire or (ii) implement changes required to achieve compliance with stringent effluent limits and standards.
Accordingly, revisions to the 2015 ELG rule were published in October 2020 (“Reconsideration Rule”) and established a voluntary incentive program which provides power plants until December 31, 2028 to (i) retire or (ii) implement changes required to achieve compliance with stringent effluent limits and standards.
We have grown our exports of coal to the seaborne markets from 8.3 million tons (or approximately 32% of our annual sales volume) in 2017 to 16.2 million tons (or approximately 61% of our annual sales volume) in 2023, including sales from both the PAMC and the Itmann Mining Complex.
We have grown our exports of coal to the seaborne markets from 8.3 million tons (or approximately 32% of our annual sales volume) in 2017 to 15.9 million tons (or approximately 57% of our annual sales volume) in 2024, including sales from both the PAMC and the Itmann Mining Complex.
As of December 31, 2023, the Enlow Fork Mine’s assigned and accessible reserve base contained an aggregate of 248.0 million tons of clean recoverable coal with an average as-received gross heat content of approximately 13,014 Btu per pound and an approximate average pounds of sulfur dioxide per mmBtu of 3.04.
As of December 31, 2024, the Enlow Fork Mine’s assigned and accessible reserve base contained an aggregate of 239.2 million tons of clean recoverable coal with an average as-received gross heat content of approximately 13,011 Btu per pound and an approximate average pounds of sulfur dioxide per mmBtu of 3.06.
The 2015 Effluent Limitations Guidelines and Standards (“ELG”) rule established the first federal limits on the levels of toxic metals in various power plant wastewater discharges and set zero-discharge requirements for certain waste streams. The rule was subject to legal challenge and certain portions of the rule were vacated by the U.S.
The 2015 Effluent Limitations Guidelines and Standards (“ELG”) rule established the first federal limits on the levels of toxic metals in various power plant wastewater discharges and set zero-discharge requirements for certain waste streams. Portions of the rule were vacated by the U.S. Court of Appeals for the Fifth Circuit in 2019.
As of December 31, 2023, the Bailey Mine’s assigned and accessible reserve base contained an aggregate of 137.4 million tons of clean recoverable coal with an average as-received gross heat content of approximately 12,937 Btu per pound and an approximate average pounds of sulfur dioxide per mmBtu of 3.86.
As of December 31, 2024, the Bailey Mine’s assigned and accessible reserve base contained an aggregate of 125.9 million tons of clean recoverable coal with an average as-received gross heat content of approximately 12,938 Btu per pound and an approximate average pounds of sulfur dioxide per mmBtu of 3.76.
As of December 31, 2023, the Harvey Mine’s assigned and accessible reserve base contained an aggregate of 198.1 million tons of clean recoverable coal with an average as-received gross heat content of approximately 12,944 Btu per pound and an approximate average pounds of sulfur dioxide per mmBtu of 4.07.
As of December 31, 2024, the Harvey Mine’s assigned and accessible reserve base contained an aggregate of 192.5 million tons of clean recoverable coal with an average as-received gross heat content of approximately 12,940 Btu per pound and an approximate average pounds of sulfur dioxide per mmBtu of 4.08.
We mine our reserves from the Pittsburgh No. 8 Coal Seam, which is a large contiguous formation of high-Btu coal that is ideal for high-productivity, low-cost longwall operations. As of December 31, 2023, the PAMC include d 583.5 million tons of recoverable coal reserves that are sufficient to support more than 20 years of full-capacity production.
We mine our reserves from the Pittsburgh No. 8 Coal Seam, which is a large contiguous formation of high-Btu coal that is ideal for high-productivity, low-cost longwall operations. As of December 31, 2024, the PAMC included 557.6 million tons of recoverable coal reserves that are sufficient to support approximately 20 years of full-capacity production.
Also in 2023, we expanded our research and development activities that are focused on using coal and coal mining/preparation plant waste streams for battery applications, including the development of battery electrode materials. We continue to partner with Ohio University, the U.S.
Also in 2023, we expanded our research and development activities that are focused on using coal and coal mining/preparation plant waste streams for battery applications, including the development of battery electrode materials.
In addition to the substantial reserve base associated with the PAMC, our Itmann Mining Complex includes 28.4 million tons of recoverable coal reserves that are sufficient to support more than 30 years of full-capacity production, and our 1.3 billion tons of Greenfield Reserves and Resources in NAPP, CAPP and ILB feature both thermal and metallurgical reserves and resources and provide additional optionality for organic growth or monetization as market conditions allow.
In addition to the substantial reserve base associated with the PAMC, our Itmann Mining Complex includes 27.5 million tons of recoverable coal reserves that are sufficient to support more than 30 years of full-capacity production, and our 1.3 billion tons of Greenfield Reserves and Resources in the Northern Appalachian Basin (“NAPP”), the Central Appalachian Basin (“CAPP”) and the Illinois Basin (“ILB”) feature both thermal and metallurgical reserves and resources and provide additional optionality for organic growth or monetization as market conditions allow.
In order to continue to carry out our strategy, we will continue to adhere to and pursue the following strategic objectives: Selectively grow our business to maximize stockholder value by capitalizing on synergies with our assets and expertise We plan to judiciously direct the cash generated by our operations toward those opportunities that present the greatest potential for value creation to our stockholders, particularly those that take advantage of synergies with our asset base and/or the expertise of our management team.
Selectively grow our business to maximize stockholder value by capitalizing on synergies with our assets and expertise We plan to judiciously direct the cash generated by our operations toward those opportunities that present the greatest potential for value creation to our stockholders, particularly those that take advantage of synergies with our asset base and/or the expertise of our management team.
CONSOL Energy Recoverable Coal Reserves and Coal Resources by Product (in Millions of Tons) as of December 31, 2023 Metallurgical >1.0% >1.5% Sulfur Total Percent By Product By Rank: High Vol Bituminous 68.0 61.1 23.3 152.4 7.8 % Med Vol Bituminous 14.4 5.6 — 20.0 1.0 % Low Vol Bituminous 44.8 23.6 — 68.4 3.5 % Total Metallurgical 127.2 90.3 23.3 240.8 12.3 % Thermal S0 2 /MMBtu > 1.20 S0 2 /MMBtu > 2.50 lbs.
Recoverable Coal Reserves and Coal Resources by Product (in Millions of Tons) as of December 31, 2024 Non-Material Metallurgical >1.0% >1.5% Sulfur Total Percent By Product By Rank: High Vol Bituminous 68.0 61.1 23.3 152.4 7.9 % Med Vol Bituminous 14.4 5.6 — 20.0 1.1 % Low Vol Bituminous 44.4 23.1 — 67.5 3.5 % Total Metallurgical 126.8 89.8 23.3 239.9 12.5 % Material Thermal S0 2 /MMBtu > 1.20 S0 2 /MMBtu > 2.50 lbs.
These emissions are not currently regulated by the EPA. Previous petitions and judicial challenges seeking to compel the EPA to classify coal mines as stationary sources appropriate for regulation have been unsuccessful to date.
Previous petitions and judicial challenges seeking to compel the EPA to classify coal mines as stationary sources appropriate for regulation have been unsuccessful to date.
In addition to challenges related to compliance burden and a lack of standardized quantification methods, climate disclosure rules like the SEC's proposed rule and the California laws could proliferate investment bias and practices by investors and financial institutions to exclude our securities from investment portfolios or increase our cost of capital, regardless of the Company's results, strategy or financial performance.
In addition to challenges related to compliance burden, climate disclosure rules could proliferate investment bias and practices by investors and financial institutions to exclude our securities from investment portfolios or increase our cost of capital, regardless of the Company's results, strategy or financial performance.
In 2012, the United States Environmental Protection Agency (“EPA”) promulgated or finalized several rules for National Emission Standards for Hazardous Air Pollutants (“NESHAPs”) for new and existing coal-fueled and oil-fueled electric generating plants.
In 2012, the United States Environmental Protection Agency (“EPA”) promulgated a rule for National Emission Standards for Hazardous Air Pollutants (“NESHAP”) for new and existing coal-fueled and oil-fueled electric generating plants.
Through the CWA Section 401 Certification Program, state regulators have approval authority over federal permits authorizing discharges in state waters or impacts to aquatic resources and must certify that the activity will comply with water quality standards or other applicable requirements.
In addition, through the CWA Section 401 Certification Program, state regulators have approval authority over federal permits authorizing activities that could impact state water quality and must certify that the activity will comply with water quality standards or other applicable requirements.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks Related to Our Common Stock and the Securities Market • uncertainty with respect to the Company's common stock, potential stock price volatility and future dilution; • the consequences of a lack of, or negative, commentary about us published by securities analysts and media; • uncertainty regarding the timing of any dividends we may declare; • uncertainty as to whether we will repurchase shares of our common stock or outstanding debt securities; • restrictions on the ability to acquire us in our certificate of incorporation, bylaws and Delaware law and the resulting effects on the trading price of our common stock; and • inability of stockholders to bring legal action against us in any forum other than the state courts of Delaware.
Biggest changeRisks Related to Our Common Stock and the Securities Market • uncertainty with respect to the Company's common stock, potential stock price volatility and future dilution; • the consequences of a lack of, or negative, commentary about us published by securities analysts and media; • uncertainty regarding the timing of any dividends we may declare; • uncertainty as to whether we will repurchase shares of our common stock; • restrictions on the ability to acquire us in our certificate of incorporation, bylaws and Delaware law and the resulting effects on the trading price of our common stock; and • inability of stockholders to bring legal action against us in any forum other than the state courts of Delaware. 34 Table of Contents Risks Related to Our Merger with Arch • uncertainties associated with the Merger may cause a loss of management personnel and other key employees; • disruption of the Company's business relationships due to uncertainty associated with the Merger; • incurrence of significant costs in connection with the Merger and integration of Arch with the Company; • failure to integrate the businesses and operations of the Company and Arch successfully in the expected time frame; and • failure to realize all of the anticipated benefits of the Merger.
Deliberate attacks on our assets, or security breaches in our systems or infrastructure or cloud-based applications could lead to corruption or loss of our proprietary data and potentially sensitive data, delays in production or delivery, difficulty in completing and settling transactions, challenges in maintaining our books and records, environmental damage, communication interruptions, other operational disruptions and third-party liability.
Deliberate attacks on our assets, or security breaches in our systems, infrastructure or cloud-based applications, could lead to corruption or loss of our proprietary data and potentially sensitive data, delays in production or delivery, difficulty in completing and settling transactions, challenges in maintaining our books and records, environmental damage, communication interruptions, other operational disruptions and third-party liability.
Price reopener provisions are present in several of our multi-year coal sales contracts. These price reopener provisions may automatically set a new price based on prevailing market price or, in some instances, require the parties to agree on a new price, sometimes within a specified range of prices.
Price reopener provisions are present in several of our multi-year coal sales contracts. These price reopener provisions may automatically set a new price based on the prevailing market price or, in some instances, require the parties to agree on a new price, sometimes within a specified range of prices.
Our repurchase program does not obligate us to repurchase any specific number of shares of common stock and may be suspended from time to time or terminated at any time prior to its expiration. There can be no assurance that we will repurchase shares under the repurchase program in the future in any particular amounts or at all.
The repurchase program does not obligate us to repurchase any specific number of shares of common stock and may be suspended from time to time or terminated at any time prior to its expiration. There can be no assurance that we will repurchase shares under the repurchase program in the future in any particular amounts or at all.
While tariffs and other retaliatory trade measures imposed by other countries on U.S. goods have not yet had a significant impact on our business or results of operations, we cannot predict further developments, and such existing or future tariffs could have a material adverse effect on our results of operations, financial position and cash flows. 43 Table of Contents We may be unsuccessful in finding suitable joint venture partners or acquisition targets or in integrating the operations of any future acquisitions, including acquisitions involving new lines of business, with our existing operations, and in realizing all or any part of the anticipated benefits of any such acquisitions.
While tariffs and other retaliatory trade measures imposed by other countries on U.S. goods have not yet had a significant impact on our business or results of operations, we cannot predict further developments, and such existing or future tariffs could have a material adverse effect on our results of operations, financial position and cash flows. 46 Table of Contents We may be unsuccessful in finding suitable joint venture partners or acquisition targets or in integrating the operations of any future acquisitions, including acquisitions involving new lines of business, with our existing operations, and in realizing all or any part of the anticipated benefits of any such acquisitions.
In 2013, Murray Energy and its subsidiaries (“Murray”) entered into a stock purchase agreement (the “Murray sale agreement”) with our former parent pursuant to which Murray acquired the stock of Consolidation Coal Company (“CCC”) and certain subsidiaries and certain other assets and liabilities.
In 2013, Murray Energy and its subsidiaries (“Murray”) entered into a stock purchase agreement (the “Murray sale agreement”) with our former parent pursuant to which Murray acquired the stock of Consolidation Coal Company and certain subsidiaries and certain other assets and liabilities.
These provisions include, among others: • the inability of our stockholders to act by written consent unless such written consent is unanimous; • the inability of our stockholders to call special meetings; • rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings; • the right of our board of directors to issue preferred stock without stockholder approval; and • the ability of our directors, and not stockholders, to fill vacancies (including those resulting from an enlargement of our board of directors) on our board of directors. 51 Table of Contents In addition, we are subject to Section 203 of the Delaware General Corporation Law (“DGCL”).
These provisions include, among others: • the inability of our stockholders to act by written consent unless such written consent is unanimous; • the inability of our stockholders to call special meetings; • rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings; • the right of our Board of Directors to issue preferred stock without stockholder approval; and • the ability of our directors, and not stockholders, to fill vacancies (including those resulting from an enlargement of our Board of Directors) on our Board of Directors. 54 Table of Contents In addition, we are subject to Section 203 of the Delaware General Corporation Law (“DGCL”).
Your percentage of ownership in us may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that we may be granting to our directors, officers and employees.
Your percentage of ownership in us may be diluted because of equity issuances for future acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that we may be granting to our directors, officers and employees.
Weakness in the economic conditions of any of the industries we serve or are served by our customers could adversely affect our business, financial condition, results of operations, cash flows and liquidity in a number of ways.
Weakness in the economic conditions of any of the industries we serve or that are served by our customers could adversely affect our business, financial condition, results of operations, cash flows and liquidity in a number of ways.
Additionally, the recent efforts of certain members of the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities and other groups, to promote divestment of fossil fuel equities, to encourage the consideration of ESG practices of companies in a manner that negatively affects coal companies and to pressure lenders to limit funding to companies engaged in the extraction of fossil fuel reserves may also negatively impact our ability to attract and retain 45 Table of Contents key management personnel.
Additionally, the recent efforts of certain members of the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities and other groups, to promote divestment of fossil fuel equities, to encourage the consideration of ESG practices of companies in a manner that negatively affects coal companies and to pressure lenders to limit funding to companies engaged in the extraction of fossil 48 Table of Contents fuel reserves may also negatively impact our ability to attract and retain key management personnel.
Some of the factors and assumptions which impact economically recoverable coal reserve estimates include: 46 Table of Contents • geologic and mining conditions; • historical production from the area compared with production from other producing areas; • the assumed effects of regulations and taxes by governmental agencies; • our ability to obtain, maintain and renew all required permits; • future improvements in mining technology; • assumptions governing future prices; and • future operating costs, including the cost of materials and capital expenditures.
Some of the factors and assumptions which impact economically recoverable coal reserve estimates include: 49 Table of Contents • geologic and mining conditions; • historical production from the area compared with production from other producing areas; • the assumed effects of regulations and taxes by governmental agencies; • our ability to obtain, maintain and renew all required permits; • future improvements in mining technology; • assumptions governing future prices; and • future operating costs, including the cost of materials and capital expenditures.
The amount of coal consumed by the electric power generation industry is affected by, among other things: • general economic conditions, particularly those affecting industrial electric power demand, such as a downturn in the U.S. or international economy and financial markets; • overall demand for electricity; • indirect competition from alternative fuel sources for power generation, such as natural gas, fuel oil, nuclear, hydroelectric, wind and solar power, and the location, availability, quality and price of those alternative fuel sources; • environmental and other governmental regulations, including those impacting coal-fired power plants; • energy conservation efforts and related governmental policies; and • other corporate environmental, social or governance initiatives to reduce dependency on and/or consumption of fossil fuels.
The amount of coal consumed by the electric power generation industry is affected by, among other things: 37 Table of Contents • general economic conditions, particularly those affecting industrial electric power demand, such as a downturn in the U.S. or international economy and financial markets; • overall demand for electricity; • indirect competition from alternative fuel sources for power generation, such as natural gas, fuel oil, nuclear, hydroelectric, wind and solar power, and the location, availability, quality and price of those alternative fuel sources; • environmental and other governmental regulations, including those impacting coal-fired power plants; • energy conservation efforts and related governmental policies; and • other corporate environmental, social or governance initiatives to reduce dependency on and/or consumption of fossil fuels.
Any of these circumstances could have significant negative effects and could materially and adversely affect our results of operations and cash flows. 44 Table of Contents Our mines are subject to stringent federal and state safety regulations that increase our cost of doing business at active operations and may place restrictions on our methods of operation.
Any of these circumstances could have significant negative effects and could materially and adversely affect our results of operations and cash flows. 47 Table of Contents Our mines are subject to stringent federal and state safety regulations that increase our cost of doing business at active operations and may place restrictions on our methods of operation.
The Murray sale agreement includes 47 Table of Contents indemnification by Murray with respect to the Coal Act and BLBA liabilities. In addition, the Company had agreed to indemnify its former parent relative to certain pre-separation liabilities. As of September 16, 2020, the Company entered into a settlement agreement with Murray and withdrew its claims in bankruptcy.
The Murray sale agreement includes 50 Table of Contents indemnification by Murray with respect to the Coal Act and BLBA liabilities. In addition, the Company had agreed to indemnify its former parent relative to certain pre-separation liabilities. As of September 16, 2020, the Company entered into a settlement agreement with Murray and withdrew its claims in bankruptcy.
The Company’s amended and restated certificate of incorporation and amended and restated by-laws and Delaware law contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with the Company’s board of directors rather than to attempt a hostile takeover.
The Company’s amended and restated certificate of incorporation and amended and restated bylaws and Delaware law contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with the Company’s Board of Directors rather than to attempt a hostile takeover.
For example: • demand for electricity in the United States is impacted by industrial production, which, if weakened, would negatively impact the revenues, margins and profitability of our coal business; • demand for metallurgical coal depends on coke and steel demand in the United States and globally, which, if weakened, would negatively impact the revenues, margins and profitability of our metallurgical coal business including our ability to sell coal from the Itmann Mining Complex or our thermal coal as higher priced high volatile metallurgical coal; • demand for coal used in industrial applications depends on demand for products such as cement and brick used in construction and infrastructure projects, which, if weakened, would negatively impact the revenues, margins and profitability of our coal business; • the tightening of credit or lack of credit availability to our customers could adversely affect our ability to collect our trade receivables; • our ability to access the capital markets may be restricted at a time when we would like, or need, to raise capital for our business including for exploration and/or development of our coal reserves, or for strategic acquisitions of assets; and • a decline in our creditworthiness, which may require us to post letters of credit, cash collateral, or surety bonds to secure certain obligations, all of which would have an adverse effect on our liquidity.
For example: • demand for electricity in the United States is impacted by industrial production, which, if weakened, would negatively impact the revenues, margins and profitability of our coal business; • demand for metallurgical coal depends on coke and steel demand in the United States and globally, which, if weakened, would negatively impact the revenues, margins and profitability of our metallurgical coal business or our thermal coal as higher priced high volatile metallurgical coal; • demand for coal used in industrial applications depends on demand for products such as cement and brick used in construction and infrastructure projects, which, if weakened, would negatively impact the revenues, margins and profitability of our coal business; • the tightening of credit or lack of credit availability to our customers could adversely affect our ability to collect our trade receivables; • our ability to access the capital markets may be restricted at a time when we would like, or need, to raise capital for our business including for exploration and/or development of our coal reserves, or for strategic acquisitions of assets; and • a decline in our creditworthiness, which may require us to post letters of credit, cash collateral or surety bonds to secure certain obligations, all of which would have an adverse effect on our liquidity.
Consequently, currency fluctuations could adversely affect the competitiveness of our coal in international markets, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. 36 Table of Contents Inflation could result in higher costs and decreased profitability.
Consequently, currency fluctuations could adversely affect the competitiveness of our coal in international markets, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. 39 Table of Contents Inflation could result in higher costs and decreased profitability.
The payment and amount of any future dividend is at the discretion of our board of directors and will depend upon many factors, including our financial condition and prospects, our capital requirements and access to capital markets, covenants associated with certain of our debt obligations, legal requirements and other factors that our board of directors may deem relevant, and there can be no assurance that we will return to declaring and paying dividends in the future in the amounts we have previously declared.
The payment and amount of any future dividend following the closing of the Merger is at the discretion of our Board of Directors and will depend upon many factors, including our financial condition and prospects, our capital requirements and access to capital markets, covenants associated with certain of our debt obligations, legal requirements and other factors that our Board of Directors may deem relevant, and there can be no assurance that we will return to declaring and paying dividends in the future in the amounts we have previously declared.
Our ability to operate our business effectively could be impaired if we fail to attract and retain qualified personnel, or if a meaningful segment of our employees become unionized. Our ability to operate our business and implement our strategies depends, in part, on our continued ability to attract and retain the qualified personnel necessary to conduct our business.
Our ability to operate our business effectively could be impaired if we fail to attract and retain qualified personnel, or if a meaningful segment of our employees becomes unionized. Our ability to operate our business and implement our strategies depends, in part, on our continued ability to attract and retain the qualified personnel necessary to conduct our business.
In addition, the occurrence of any of these events in our coal mining operations which prevents our delivery of coal to a customer and which is not excusable as a force majeure event under our coal sales agreement could result in economic penalties, suspension or cancellation of shipments or ultimately termination of the coal sales agreement, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
In addition, the occurrence of any of these events in our coal mining operations which prevents our delivery of coal to a customer and which is not excusable as a force majeure event under our coal sales agreement could result in economic penalties, suspension or cancellation of shipments or ultimately termination 43 Table of Contents of the coal sales agreement, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
A rapid or significant increase in the costs of commodities or capital equipment we use in our operations, whether as a result of increased demand, shortages caused by supply chain disruptions or general inflationary pressures, could impact our mining operating costs because we may have a limited ability to negotiate lower 33 Table of Contents prices, and, in some cases, may not have a ready substitute.
A rapid or significant increase in the costs of commodities or capital equipment we use in our operations, whether as a result of increased demand, shortages caused by supply chain disruptions or general inflationary pressures, could impact our mining operating costs because we may have a limited ability to negotiate lower prices, and, in some cases, may not have a ready substitute.
Also, if we fail to maintain good relations with our employees at the CONSOL Marine 49 Table of Contents Terminal, we could potentially experience labor disputes, work stoppages or other disruptions in the business of the CONSOL Marine Terminal, which could negatively impact the profitability of the CONSOL Marine Terminal, and accordingly, have a material adverse effect on our business, results of operations and financial condition.
Also, if we fail to maintain good relations with our employees at the CONSOL Marine Terminal, we could potentially experience labor disputes, work stoppages or other disruptions in the business of the CONSOL Marine Terminal, which could negatively impact the profitability of the CONSOL Marine Terminal, and accordingly, have a material adverse effect on our business, results of operations and financial condition.
If we are unable to reach an agreement with the holders of such rights, or to do so on a cost-effective basis, we may incur increased costs, and our ability to mine could be impaired, which could materially and adversely affect our business, results of operations, financial condition and cash flows.
If we are unable to reach an agreement with the holders of such rights, or to do so on a cost- 44 Table of Contents effective basis, we may incur increased costs, and our ability to mine could be impaired, which could materially and adversely affect our business, results of operations, financial condition and cash flows.
Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties and curtailment of operations in certain jurisdictions, and might adversely affect our business, financial condition, results of operations and cash flows. In addition, actual or alleged violations could damage our 37 Table of Contents reputation and ability to do business.
Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties and curtailment of operations in certain jurisdictions, and might adversely affect our business, financial condition, results of operations and cash flows. In addition, actual or alleged violations could damage our reputation and ability to do business.
Any significant legislative changes at the international, national, state or local levels designed to reduce GHG emissions could significantly affect our ability to produce and sell our coal and develop our reserves, could increase the cost of the production and sale of coal and could materially reduce the value of our coal and coal reserves.
Any significant legislative changes at the international, national, state or local levels designed to reduce GHG emissions could significantly affect our ability to produce and sell our coal and develop our 41 Table of Contents reserves, could increase the cost of the production and sale of coal and could materially reduce the value of our coal and coal reserves.
In addition, the steel 35 Table of Contents industry's demand for 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 or plastics.
In addition, the steel industry's demand for 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 or plastics.
Under our senior secured credit agreement, we must comply with certain financial covenants on a quarterly basis, including a maximum first lien gross leverage ratio, a maximum total net leverage ratio and a minimum fixed charge coverage ratio, as defined therein.
Under our senior secured credit agreement, we must comply with certain financial covenants on a quarterly basis, including a maximum first lien gross leverage ratio, a maximum total net leverage ratio and a minimum interest coverage ratio, as defined therein.
Additionally, coal and other mining companies are increasingly struggling to obtain adequate insurance coverage for their business and operations. Our failure to obtain adequate insurance coverages 40 Table of Contents could have a material adverse effect on our business and results of operations.
Additionally, coal and other mining companies are increasingly struggling to obtain adequate insurance coverage for their business and operations. Our failure to obtain adequate insurance coverages could have a material adverse effect on our business and results of operations.
According to the EIA, in 2023, the domestic electric power sector accounted for approximately 91% of total U.S. coal consumption.
According to the EIA, in 2024, the domestic electric power sector accounted for approximately 91% of total U.S. coal consumption.
For more information, see “ Forward-Looking Statements. ” Risk Factors Summary The following is a summary of the principal risks that could adversely affect our business, operations and financial results: Risks Related to Our Business • deterioration in economic conditions in any of the industries in which our customers operate may decrease demand for our products, impair our ability to collect customer receivables and impair our ability to access capital; • volatility and wide fluctuation in coal prices based upon a number of factors beyond our control including future plans to eliminate coal-fired generation facilities, oversupply relative to the demand available for our products, weather and the price and availability of alternative fuels; • the effects pandemics may have on our business and results of operations and on the global economy; • an extended decline in the prices we receive for our coal affecting our operating results and cash flows; • our customers extending existing contracts or not entering into new long-term contracts for coal on favorable terms; • our reliance on major customers; • decreases in demand and changes in coal consumption patterns of industrial end users, metallurgical coal users and electric power generators; • the availability and reliability of transportation facilities and other systems, disruption of rail, barge, processing and transportation facilities and other systems that deliver our coal to market and fluctuations in transportation costs; • the impact of potential, as well as any adopted, regulations to address pollution and climate change, including any requirements relating to greenhouse gas emissions, on our operating costs as well as on the market for coal; 31 Table of Contents • the risks inherent in coal operations, including being subject to unexpected disruptions caused by adverse geological conditions, equipment failure, delays in moving out longwall equipment, railroad derailments, security breaches or terroristic acts and other hazards, delays in the completion of significant construction or repair of equipment, fires, explosions, seismic activities, accidents and weather conditions; • the potential for liabilities arising from environmental contamination or alleged environmental contamination in connection with our past or current coal operations; • uncertainties in estimating our economically recoverable coal reserves; • failure to obtain or renew surety bonds or insurance coverage on acceptable terms; • exposure to employee-related long-term liabilities; and • the risk of our debt agreements, our debt, access to capital markets and changes in interest rates affecting our operating results and cash flows.
For more information, see “ Forward-Looking Statements. ” Risk Factors Summary The following is a summary of the principal risks that could adversely affect our business, operations and financial results: Risks Related to Our Business • deterioration in economic conditions in any of the industries in which our customers operate may decrease demand for our products, impair our ability to collect customer receivables and impair our ability to access capital; • volatility and wide fluctuation in coal prices based upon a number of factors beyond our control including future plans to eliminate coal-fired generation facilities, oversupply relative to the demand available for our products, weather and the price and availability of alternative fuels; • an extended decline in the prices we receive for our coal affecting our operating results and cash flows; • our customers extending existing contracts or not entering into new long-term contracts for coal on favorable terms; • our reliance on major customers; • decreases in demand and changes in coal consumption patterns of industrial end users, metallurgical coal users and electric power generators; • decreases in steel production from blast furnaces or advancement of alternative steel production technologies; • the availability and reliability of transportation facilities and other systems, disruption of rail, barge, processing and transportation facilities and other systems that deliver our coal to market and fluctuations in transportation costs; • the risks and uncertainties arising from a significant portion of our production being sold in international markets and complying with foreign laws and regulations, including anti-corruption laws; • the impact of potential, as well as any adopted, regulations to address pollution and climate change, including any requirements relating to greenhouse gas emissions, on our operating costs as well as on the market for coal; • the risks inherent in coal operations, including being subject to unexpected disruptions caused by adverse geological conditions, equipment failure, delays in moving out longwall equipment, railroad derailments, security breaches or terroristic acts and other hazards, delays in the completion of significant construction or repair of equipment, fires, explosions, seismic activities, accidents and weather conditions; • the potential for liabilities arising from environmental contamination or alleged environmental contamination in connection with our past or current coal operations; • uncertainties in estimating our economically recoverable coal reserves; • failure to obtain or renew surety bonds or insurance coverage on acceptable terms; • exposure to employee-related long-term liabilities; and • the risk of our debt agreements, our debt, access to capital markets and changes in interest rates affecting our operating results and cash flows.
In 2023, the Pennsylvania Mining Complex sold approximately 38% of its coal to U.S. electric power generators, and we have annual or multi-year contracts in place with many of these electric power generators for a significant portion of our future production.
In 2024, the Pennsylvania Mining Complex sold approximately 41% of its coal to U.S. electric power generators, and we have annual or multi-year contracts in place with many of these electric power generators for a significant portion of our future production.
Our future success depends upon the continued services of our executive officers, including our Chief Executive Officer and Chief Financial Officer, who have critical experience and relationships in the coal industry that we rely on to implement our business plan and growth strategy.
Our future success depends upon the continued services of our executive officers, including our Executive Chair of the Board of Directors, Chief Executive Officer and Chief Financial Officer and President, who have critical experience and relationships in the coal industry that we rely on to implement our business plan and growth strategy.
Government entities in other states (including California and New York) have brought similar claims seeking to hold a wide variety of companies that produce fossil fuels liable for the alleged impacts of the GHG emissions attributable to those fuels or for other grounds related to climate change, such as improper disclosure of climate change risks.
Government entities in other states have brought similar claims seeking to hold a wide variety of companies that produce fossil fuels liable for the alleged impacts of the GHG emissions attributable to those fuels or for other grounds related to climate change, such as improper disclosure of climate change risks.
If we do not make sufficient or effective capital expenditures, we will be unable to maintain and grow our business. To fund our capital expenditures, we will be required to use cash from our 41 Table of Contents operations, incur debt or sell additional equity securities.
If we do not make sufficient or effective capital expenditures, we will be unable to maintain and grow our business. To fund our capital expenditures, we will be required to use cash from our operations, incur debt or sell additional equity securities.
As of December 31, 2023, our total long-term indebtedness was approximately $199 million, consisting of: • $103 million under our Maryland Economic Development Corporation Port Facilities Refunding Revenue Bonds (“MEDCO”) 5.75% revenue bonds due September 2025; • $75 million under our Pennsylvania Economic Development Financing Authority (“PEDFA”) 9.00% Solid Waste Disposal Revenue Bonds due April 2028; • $14 million associated with finance leases due through 2028; and • $7 million of miscellaneous debt.
As of December 31, 2024, our total long-term indebtedness was approximately $209 million, consisting of: • $103 million under our Maryland Economic Development Corporation Port Facilities Refunding Revenue Bonds (“MEDCO”) 5.75% revenue bonds due September 2025; • $75 million under our Pennsylvania Economic Development Financing Authority (“PEDFA”) 9.00% Solid Waste Disposal Revenue Bonds due April 2028; • $24 million associated with finance leases due through 2029; and • $7 million of miscellaneous debt.
Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions. ITEM 1B. Unresolved Staff Comments None.
Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions.
ITEM 1A. Risk Factors You should carefully consider the following risks and other information in this Annual Report on Form 10-K in evaluating us and our common stock. The risk factors generally have been separated into two groups: risks related to our business and risks related to our common stock and the securities market.
ITEM 1A. Risk Factors You should carefully consider the following risks and other information in this Annual Report on Form 10-K in evaluating us and our common stock. The risk factors have been separated into three groups: risks related to our business, risks related to our common stock and the securities market and risks related to our merger with Arch.
The international markets are subject to a number of material risks, including, but not limited to: • changes in a specific country's or region's political, economic or other conditions; • changes in U.S. government policy with respect to these foreign countries may inhibit export of our products and limit potential customers' access to U.S. dollars in a country or region in which those potential customers are located; • we may experience difficulties in enforcing our legal contracts or the collecting of foreign accounts receivable in a timely manner and we may be forced to write off these receivables; • tariffs and other barriers may make our products less cost competitive; • potentially adverse tax consequences to our customers may damage our cost competitiveness; • customs, import/export and other regulations of the countries in which our international customers are located may adversely affect our business; • currency fluctuations may make our coal less cost competitive, affecting overseas demand for our coal, or may indirectly expose us to currency fluctuation risk; and • geopolitical uncertainty or turmoil, including terrorism, war and natural disasters.
The international markets are subject to a number of material risks, including, but not limited to: • changes in a specific country's or region's political, economic or other conditions; • changes in U.S. government policy with respect to these foreign countries may inhibit export of our products and limit potential customers' access to U.S. dollars in a country or region in which those potential customers are located; • we may experience difficulties in enforcing our legal contracts or the collecting of foreign accounts receivable in a timely manner and we may be forced to write off these receivables; • longer sales cycles and time to collection may produce large swings in working capital from period to period; • tariffs and other international trade barriers may make our products less cost competitive; • government currency controls; • potentially adverse tax consequences to our customers may damage our cost competitiveness; • customs, import/export and other regulations of the countries in which our international customers are located may adversely affect our business; • currency fluctuations may make our coal less cost competitive, affecting overseas demand for our coal, or may indirectly expose us to currency fluctuation risk; • geopolitical uncertainty or turmoil, including terrorism, war and natural disasters; and • unexpected changes in diplomatic and trade relationships.
Under the Consensus, signatories are called upon to achieve a 43% reduction in GHG emissions by 2030 (compared to 2019 levels) through actions that drive the transition away from fossil fuels in energy systems. In addition, several individual U.S. states have already adopted measures requiring GHG emission reductions within their boundaries.
Nevertheless, the international community has been called upon to achieve a 43% reduction in GHG emissions by 2030 (compared to 2019 levels) through actions that drive the transition away from fossil fuels in energy systems. In addition, several individual U.S. states have already adopted measures requiring GHG emission reductions within their boundaries.
During the year ended December 31, 2023, approximately 42% of the coal the Company produced was sold under multi-year sales contracts.
During the year ended December 31, 2024, approximately 43% of the coal the Company produced was sold under multi-year sales contracts.
Government imposed tariffs on steel and aluminum and a broad range of other products imported into the U.S. In response to the tariffs imposed by the U.S., the European Union, Canada, Mexico and China have announced tariffs on U.S. goods and services.
Government imposed tariffs on steel and aluminum and a broad range of other products imported into the U.S. In response to the tariffs imposed by the U.S., the European Union, Canada, Mexico and China have announced tariffs on U.S. goods and services. In February 2025, China announced a 15% tariff on coal and liquified natural gas products.
We accrue for the costs of current mine disturbance, gas well plugging and of final mine closure, including the cost of treating mine water discharge where necessary. Estimates of our total asset retirement obligations, which are based upon permit requirements and our experience, were approximately $241 million at December 31, 2023.
We accrue for the costs of current mine disturbance, gas well plugging and of final mine closure, including the cost of treating mine water discharge where necessary. Estimates of our total asset retirement obligations, which are based upon permit requirements, engineering studies and our engineering expertise related to these requirements, were approximately $248 million at December 31, 2024.
The United States, European Union and other large economies have recently experienced inflation at a rate significantly higher than recent years. Current and future inflationary effects may be driven by, among other things, governmental stimulus and monetary policies, supply chain disruptions and geopolitical instability.
The United States, European Union and other large economies have recently experienced inflation at a rate significantly higher than recent years. While inflation has been easing, there can be no guarantee that this trend will continue. Current and future inflationary effects may be driven by, among other things, governmental stimulus and monetary policies, supply chain disruptions and geopolitical instability.
In addition, demand can fluctuate widely due to a number of matters beyond our control, including: 32 Table of Contents • the market price for coal; • changes in the consumption pattern of industrial consumers, electricity generators and residential end-users of electricity; • weather conditions in our markets which affect the demand for thermal coal; • competition from other coal suppliers; • the price and availability of alternative fuels and sources for electricity generation, especially natural gas and renewable energy sources; • with respect to thermal coal, the price and availability of natural gas and the price and supply of imported liquefied natural gas; • technological advances affecting energy consumption; • with respect to metallurgical coal, the overall demand for steel; • the costs, availability and capacity of transportation infrastructure; • overall domestic and global economic conditions, including the supply of and demand for domestic and foreign coal; • international developments impacting supply of thermal and metallurgical coal, including supply side reforms promulgated in China, and continued expected growth in demand for seaborne metallurgical coal in India; and • the impact of domestic and foreign governmental laws and regulations, including environmental and climate change regulations and regulations affecting the coal mining industry and coal-fired power plants, and delays in the receipt of, failure to receive, failure to maintain or revocation of necessary governmental permits.
In addition, demand can fluctuate widely due to a number of matters beyond our control, including: • the market price for coal; • changes in the consumption pattern of industrial consumers, electricity generators and residential end-users of electricity; • weather conditions in our markets which affect the demand for thermal coal; • competition from other coal suppliers; • the price and availability of alternative fuels and sources for electricity generation, especially natural gas and renewable energy sources; • with respect to thermal coal, the price and availability of natural gas and the price and supply of imported liquefied natural gas, and competing sources of energy used in certain industrial applications, such as petroleum coke and metallurgical coal; • technological advances affecting energy consumption and those related to hydrogen-based steel production; • with respect to metallurgical coal, the overall demand for steel which may be affected by competition for production of steel from non-coal sources, including electric arc furnaces or other processes that may use alternatives to coking as a reduction agent, which may limit demand for coking coal; • the costs, availability and capacity of transportation infrastructure; 35 Table of Contents • overall domestic and global economic conditions, including the supply of and demand for domestic and foreign coal; • international developments impacting supply of thermal and metallurgical coal, including supply side reforms promulgated in China, and continued expected growth in demand for seaborne metallurgical coal in India; • the imposition of tariffs, quotas, trade barriers and other trade protection measures; and • the impact of domestic and foreign governmental laws and regulations, including environmental and climate change regulations and regulations affecting the coal mining industry, blast furnaces, and coal-fired power plants, and delays in the receipt of, failure to receive, failure to maintain or revocation of necessary governmental permits.
The occurrence of a significant accident or other event that is not fully insured could curtail our operations and have a material adverse effect on our results of operations, financial condition and cash flows. Our coal mining operations are underground mines.
Our business involves many hazards and operating risks, some of which may not be fully covered by insurance. The occurrence of a significant accident or other event that is not fully insured could curtail our operations and have a material adverse effect on our results of operations, financial condition and cash flows. Our coal mining operations are underground mines.
In addition, one or more analysts providing research coverage of our Company could use estimation or valuation methods that we do not agree with, downgrade our shares or issue other negative commentary about our company or our industry.
In addition, one or more analysts providing research coverage of our Company could use estimation or valuation methods that we do not agree with, 53 Table of Contents downgrade our shares or issue other negative commentary about our company or our industry. As a result of one or more of these factors, the trading price of our shares could decline.
Accordingly, substantial inflation may have an adverse impact on our business, financial position, results of operations and cash flows. Inflation has also resulted in higher interest rates in the U.S., which could increase our cost of debt borrowing in the future. A significant portion of our production is sold in international markets, which exposes us to additional risks and uncertainties.
Accordingly, substantial inflation may have an adverse impact on our business, financial position, results of operations and cash flows. Inflation has also resulted in higher interest rates in the U.S., which could increase our cost of debt borrowing in the future.
However, at this time, we are unable to determine the extent to which climate change may lead to increased storm or weather hazards affecting our operations. 38 Table of Contents Furthermore, adoption of comprehensive legislation or regulation focusing on climate change or GHG emission reductions for the United States or other countries where we sell coal, or the inability of utilities to obtain financing in connection with coal-fired plants, may make it more costly to operate coal-fired electric power generation plants and make coal less attractive for electric utility power plants in the future.
Furthermore, adoption of comprehensive legislation or regulation focusing on climate change or GHG emission reductions for the United States or other countries where we sell coal, or the inability of utilities to obtain financing in connection with coal-fired plants, may make it more costly to operate coal-fired electric power generation plants and make coal less attractive for electric utility power plants in the future.
Any additional laws, regulations and other legal requirements enacted or adopted by federal, state and local authorities, as well as foreign authorities, or new interpretations of existing legal requirements by regulatory bodies relating to the protection of the environment could further affect our costs of operations and competitive position. 39 Table of Contents Our business involves many hazards and operating risks, some of which may not be fully covered by insurance.
Any additional laws, regulations and other legal requirements enacted or adopted by federal, state and local authorities, as well as foreign authorities, or new interpretations of existing legal requirements by regulatory bodies relating to the protection of the environment could further affect our costs of operations and competitive position.
The Company intends, if possible, to offset any potential adverse impact from various international risks (for example, tariffs) that may be imposed by governments in the countries in which one or more of the Company's end users are located by reallocating its customer base to other countries or to the domestic U.S. markets.
The Company intends, if possible, to offset any potential adverse impact from various international risks (for example, tariffs) that may be imposed by governments in the countries in which one or more of the Company's end users are located by reallocating its customer base to other countries or to the domestic U.S. markets. 40 Table of Contents Compliance with import and export requirements, the Foreign Corrupt Practices Act and other applicable anti-corruption laws may increase the risks of doing business internationally.
Additionally, the United States is a signatory to the United Nations-sponsored “Paris Agreement,” which requires nations party to the agreement to submit non-binding GHG emissions reduction goals every five years after 2020.
The United States, for instance, has been a signatory to the United Nations-sponsored “Paris Agreement,” which requires nations party to the agreement to submit non-binding GHG emissions reduction goals every five years after 2020. On January 20, 2025, President Donald J.
We may face greater difficulties in finding partners for such acquisitions, joint ventures or other business arrangements if these potential partners are less willing or unwilling to enter into transactions with companies that have a low ESG or sustainability score or companies that engage in fossil fuel activities, which could have a material adverse effect on our ability to expand our business, and therefore, our financial condition, results of operations and cash flows could be negatively impacted. 42 Table of Contents The Russia-Ukraine war, and sanctions brought by the United States and other countries against Russia, have caused significant market disruptions that may lead to increased volatility in the price of certain commodities, including oil, natural gas, coal and other sources of energy.
We may face greater difficulties in finding partners for such acquisitions, joint ventures or other business arrangements if these potential partners are less willing or unwilling to enter into transactions with companies that have a low ESG or sustainability score or companies that engage in fossil fuel activities, which could have a material adverse effect on our ability to expand our business, and therefore, our financial condition, results of operations and cash flows could be negatively impacted.
The metallurgical coal that we produce from the PAMC and the Itmann Mining Complex is sold to domestic and export customers involved in the production of steel.
The metallurgical coal that we produce from the PAMC and the Itmann Mining Complex is sold to domestic and export customers involved in the production of steel. In addition, Arch’s principal product is a premium High-Vol metallurgical coal for blast furnace steel producers.
Our mines are located in areas containing oil and natural gas shale plays and we may have conflicts with competing holders of mineral rights and rights to use adjacent, overlying or underlying lands.
Further cost burdens on our ability to maintain adequate insurance and bond coverage may adversely impact our operations, financial position and liquidity. Our mines are located in areas containing oil and natural gas shale plays and we may have conflicts with competing holders of mineral rights and rights to use adjacent, overlying or underlying lands.
To reach markets and end customers, our coal may also be transported by barge or by ocean vessels loaded at terminals, including our CONSOL Marine Terminal. Disruption of transportation services because of weather-related problems, strikes, lock-outs, terrorism, governmental regulation, third-party action or other events could temporarily impair our ability to supply coal to customers and adversely affect our profitability.
Disruption of transportation services because of weather-related problems, strikes, lock-outs, terrorism, governmental regulation, third-party action or other events could temporarily impair our ability to supply coal to customers and adversely affect our profitability.
In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to sell material assets or operations to attempt to meet our debt service and other obligations. Our senior secured credit agreement and the indenture governing our PEDFA bonds restrict our ability to sell assets and use the proceeds from the sales.
In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to sell material assets or operations to 51 Table of Contents attempt to meet our debt service and other obligations.
Salary retirement benefits are funded in accordance with Employer Retirement Income Security Act of 1974 (“ERISA”) regulations. The other obligations are unfunded. In addition, the federal government and several states in which we operate consider changes in workers’ compensation and black lung laws from time to time. Such changes, if enacted, could increase our benefit expense and our collateral requirements.
In addition, the federal government and several states in which we operate consider changes in workers’ compensation and black lung laws from time to time. Such changes, if enacted, could increase our benefit expense and our collateral requirements.
Additionally, coal production, transportation and preparation consumes large quantities of commodities including steel, copper, rubber products and liquid fuels and requires the use of capital equipment. Some commodities, such as steel, are needed to comply with roof control plans required by regulation. The prices we pay for commodities and capital equipment are strongly impacted by the global market.
Some commodities, such as steel, are needed to comply with roof control plans required by regulation. The prices we pay for commodities and capital equipment are strongly impacted by the global market.
Revenues from our largest customers may fluctuate from time to time based on numerous factors, including market conditions, which may be outside of our control.
There are inherent risks whenever a significant percentage of total revenues are concentrated with a limited number of customers. Revenues from our largest customers may fluctuate from time to time based on numerous factors, including market conditions, which may be outside of our control.
Our profitability depends substantially on our ability to mine, in a cost-effective manner, coal reserves that possess the quality characteristics that our customers desire.
Our inability to acquire or develop additional coal reserves that are economically recoverable may have a material adverse effect on our future profitability. Our profitability depends substantially on our ability to mine, in a cost-effective manner, coal reserves that possess the quality characteristics that our customers desire.
As a result of one or more of these factors, the trading price of our shares could decline. 50 Table of Contents We cannot guarantee the timing, amount, or payment of dividends on our common stock in the future or that we will continue to repurchase shares of our common stock.
We cannot guarantee the timing, amount or payment of dividends on our common stock in the future or that we will continue to repurchase shares of our common stock.
When steel prices are lower, the prices that we charge steel industry customers for our metallurgical coal may decline, which could adversely affect our financial condition, results of operations and cash flows.
When steel prices are lower, the prices that we charge steel industry customers for our metallurgical coal may decline, which could adversely affect our financial condition, results of operations and cash flows. Also, premium High-Vol metallurgical coal generally commands a price premium over other forms of coal because of its value in use in blast furnaces for steel production.
We may not be able to consummate those sales or to obtain the proceeds which we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. Increases in interest rates could adversely affect our business.
Our senior secured credit agreement and the indenture governing our PEDFA bonds restrict our ability to sell assets and use the proceeds from the sales. We may not be able to consummate those sales or to obtain the proceeds which we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due.
We derive a significant portion of our revenues from two customers, each of which accounted for over 10% of our total sales and aggregated approximately 23% of our total sales in fiscal year 2023. There are inherent risks whenever a significant percentage of total revenues are concentrated with a limited number of customers.
Historically, we derived a significant portion of our revenues from two customers, each of which accounted for over 10% of our total sales and aggregated approximately 22% of our total sales in fiscal year 2024.
For the fiscal years ended December 31, 2023, 2022 and 2021, approximately 66%, 53% and 46%, respectively, of our annual coal revenue was derived from customers who exported our coal outside of the United States. We believe that international markets will continue to account for a significant percentage of our revenue as we seek international expansion opportunities.
For the fiscal years ended December 31, 2024, 2023 and 2022, approximately 60%, 66% and 53%, respectively, of our annual coal revenue was derived from customers who exported our coal outside of the United States.
Except for 40 of our employees at the CONSOL Marine Terminal who unionized in 2018, none of our employees are currently represented by a labor union or covered under a collective bargaining agreement, although many employers in our industry have employees who belong to a union.
If our labor and contractor prices increase, or if we experience materially increased health and benefit costs with respect to our employees, our results of operations could be materially adversely affected. 52 Table of Contents Except for 41 of our employees at the CONSOL Marine Terminal who unionized in 2018, none of our employees are currently represented by a labor union or covered under a collective bargaining agreement, although many employers in our industry have employees who belong to a union.
These laws and regulations include import and export requirements, economic sanction laws, customs laws, tax laws and anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. We cannot predict how these laws or their interpretation, administration and enforcement will change over time.
These laws and regulations include import and export requirements, tariffs and other international trade barriers, government currency controls, economic sanction laws, customs laws, tax laws and anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act.
Underground mining and related processing activities present inherent risks of injury or death to persons, damage to property and equipment and other potential legal or other liabilities.
Underground mining and related processing activities present inherent risks of injury or death to persons, damage to property and equipment and other potential legal or other liabilities. In addition, Arch's mining operations include surface mining operations that utilize explosives to remove the earth and rock covering the coal, which creates additional hazards.
The extent to which pandemics may adversely impact our results of operations, cash flows and financial condition depends on future developments, which are highly uncertain and unpredictable. The Company will continue to take the appropriate steps to mitigate the impact on the Company's operations, liquidity and financial condition.
The extent to which this incident or future incidents at the Leer South mine or other mining properties may adversely impact our results of operations, cash flows and financial condition depends on future developments, which are highly uncertain and unpredictable.
In addition, our borrowing capacity under our receivables financing arrangement could be reduced if we experience prolonged and significant delays in payments by one or more material customers. 34 Table of Contents Our inability to acquire or develop additional coal reserves that are economically recoverable may have a material adverse effect on our future profitability.
In addition, our borrowing capacity under our receivables financing arrangement could be reduced if we experience prolonged and significant delays in payments by one or more material customers.
As a result, we may not be able to obtain long-term agreements at favorable prices compared to either market conditions, as they may change from time to time, or our cost structure, which may reduce our profitability.
As a result, we may not be able to obtain long-term agreements at favorable prices compared to either market conditions, as they may change from time to time, or our cost structure, which may reduce our profitability. 36 Table of Contents We have customer concentration, so the loss of, or significant reduction in, purchases by our largest coal customers could adversely affect our business, financial condition, results of operations and cash flows.
In addition, incurring additional debt may significantly increase our interest expense and financial leverage, and issuing additional equity securities may result in significant stockholder dilution.
In addition, incurring additional debt may significantly increase our interest expense and financial leverage, and issuing additional equity securities may result in significant stockholder dilution. Some investment funds and certain investors may exclude our securities from consideration due to their respective ESG mandates related to investing in fossil fuels, including coal.
Those lawsuits allege damages as a result of climate change and the plaintiffs are seeking unspecified damages and abatement under various tort theories. We have not been made a party to these other suits, but it is possible that we could be included in similar future lawsuits initiated by state and local governments as well as private claimants.
We have not been made a party to these other suits, but it is possible that we could be included in similar future lawsuits initiated by state and local governments as well as private claimants. 42 Table of Contents Existing and future government laws, regulations and other legal requirements relating to protection of the environment and other laws that govern our business may increase our costs of doing business and may restrict our coal operations.
During 2022, we initiated the payment of quarterly dividends on our common stock. During 2023, we pivoted toward repurchases of shares of our common stock and away from the payment of quarterly dividends.
While we pivoted toward repurchases of shares of our common stock and away from the payment of quarterly dividends in 2023, we suspended our share repurchases in 2024 and our Board of Directors subsequently authorized dividends in lieu of repurchases per the provisions of the Merger Agreement.
We also have in place a program to repurchase, from time to time, the Company's outstanding shares of common stock in an aggregate amount of up to $1 billion until December 31, 2024, subject to certain limitations in the Company's debt agreements.
On February 18, 2025, the Company's Board of Directors approved a new capital return framework that involves a mix of dividends and share repurchases. The repurchase program permits the repurchase, from time to time, of the Company's outstanding shares of common stock in an aggregate amount of up to $1 billion, subject to certain limitations in the Company's debt agreements.
At December 31, 2023, the current and non-current portions of these obligations included: • postretirement medical and life insurance ($227 million); • coal workers’ pneumoconiosis benefits ($170 million); • pension benefits ($23 million); • workers’ compensation ($48 million); and • long-term disability ($7 million). However, if our assumptions are inaccurate, we could be required to expend greater amounts than anticipated.
At December 31, 2024, the current and non-current portions of these obligations included: • postretirement medical and life insurance ($194 million); • coal workers’ pneumoconiosis benefits ($162 million); • pension benefits ($22 million); • workers’ compensation ($46 million); and • long-term disability ($6 million). Our management and engineers periodically review these estimates.
As a result, our results of operations, cash flows and financial condition could be materially adversely affected by significant increases in interest rates. 48 Table of Contents Terrorist attacks or cyber incidents could result in information theft, data corruption, operational disruption and/or financial loss.
Terrorist attacks or cyber incidents could result in information theft, data corruption, operational disruption and/or financial loss.
The availability and reliability of modes of transportation and transportation facilities as well as fluctuations in transportation costs could affect the demand for our coal, and any significant damage to the CONSOL Marine Terminal that impacts its use could impair our ability to supply coal to our customers.
While conventional blast furnace technology has been the most economic large-scale steel production technology for several decades, and while emergent technologies typically take many years to commercialize, there can be no assurance that, over the longer term, competitive technologies not reliant on High-Vol metallurgical coal could emerge which could reduce demand and price premiums for High-Vol metallurgical coal. 38 Table of Contents The availability and reliability of modes of transportation and transportation facilities as well as fluctuations in transportation costs could affect the demand for our coal, and any significant damage to the CONSOL Marine Terminal that impacts its use could impair our ability to supply coal to our customers.
At December 31, 2023, no borrowings were outstanding under our revolving credit facility or our $100 million accounts receivable securitization facility.
At December 31, 2024, no borrowings were outstanding under our revolving credit facility or our $100 million accounts receivable securitization facility. On January 14, 2025, and in connection with the Merger, we entered into an amendment to our revolving credit facility to increase the available revolving commitments from $355 million to $600 million.
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Our business, results of operations and financial condition may be adversely affected by pandemics, such as the novel coronavirus (COVID-19) pandemic. The COVID-19 pandemic had a severe adverse impact on our business and operations, resulting in an unprecedented decline in demand for our coal during a portion of 2020, driven by widespread government-imposed lockdowns.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCONSOL Energy has prepared a comprehensive Cybersecurity Incident Response Plan, as well as an Information Technology Disaster Recovery Plan. These plans are reviewed, updated and tested on a regular basis. Specifically, CONSOL Energy conducts cybersecurity tabletop exercises that include participation by Audit Committee members, senior management and third-party cybersecurity consultants.
Biggest changeHowever, it is prepared to mitigate and respond to such an event should it occur. The Company has prepared a comprehensive Cybersecurity Incident Response Plan, as well as an Information Technology Disaster Recovery Plan. These plans are reviewed, updated and tested on a regular basis.
For more information regarding the risks we face from cybersecurity, please see the section titled “Risk Factors - Terrorist attacks or cyber incidents could result in information theft, data corruption, operational disruption and/or financial loss.” Governance The CONSOL Energy Board of Directors has assigned oversight of cybersecurity risk to the Audit Committee, as outlined in the Committee's charter.
For more information regarding the risks we face from cybersecurity, please see the section titled “Risk Factors - Terrorist attacks or cyber incidents could result in information theft, data corruption, operational disruption and/or financial loss.” Governance The Company's Board of Directors has assigned oversight of cybersecurity risk to the Audit Committee, as outlined in the Committee's charter.
Updates on the cybersecurity risk program are provided at each Audit Committee meeting. Additionally, CONSOL Energy's senior management engages with the Audit Committee on a regular basis to provide updates on our cybersecurity risk program. The Company has a Cybersecurity Manager who reports directly to the Director of Information Technology.
Updates on the cybersecurity risk program are provided at each Audit Committee meeting. Additionally, the Company's senior management engages with the Audit Committee on a regular basis to provide updates on our cybersecurity risk program. The Company has a Cybersecurity Manager who reports directly to the Director of Information Technology.
CONSOL Energy's Cybersecurity Manager has 25 years of industry experience and holds many relevant industry certifications. The Cybersecurity Manager has direct oversight of the cybersecurity risk program. Cybersecurity risk briefings are provided to the Audit Committee by the Director of Information Technology at all regular meetings.
The Company's Cybersecurity Manager has 25 years of industry experience and holds many relevant industry certifications. The Cybersecurity Manager has direct oversight of the cybersecurity risk program. Cybersecurity risk briefings are provided to the Audit Committee by the Director of Information Technology at all regular meetings.
CONSOL Energy's customers, equipment suppliers, transportation facility providers and joint venture partners face similar cybersecurity threats, and a cybersecurity incident affecting the Company or any of these entities could materially affect our operations, performance and results of operations.
The Company's customers, equipment suppliers, transportation facility providers and joint venture partners face similar cybersecurity threats, and a cybersecurity incident affecting the Company or any of these entities could materially affect our operations, performance and results of operations.
ITEM 1C. Cybersecurity Risk Management and Strategy CONSOL Energy has a cybersecurity risk program that is based on industry standards and best practices managed by a dedicated staff and specialists that support this program. We have implemented a set of system, network and application-level controls to protect our corporate data and systems.
ITEM 1C. Cybersecurity Risk Management and Strategy The Company has a cybersecurity risk program that is based on industry standards and best practices managed by a dedicated staff and specialists that support this program. We have implemented a set of system, network and application-level controls to protect our corporate data and systems.
The program also has a policy in place to address vendor and third-party risk. Cybersecurity risk is also evaluated during the acquisition process for new products and services. 52 Table of Contents CONSOL Energy accounts for cybersecurity risk as a part of the Company's overall business strategy and planning.
The program also has a policy in place to address vendor and third-party risk. Cybersecurity risk is also evaluated during the acquisition process for new products and services. The Company accounts for cybersecurity risk as a part of the Company's overall business strategy and planning.
CONSOL Energy has not experienced any operational or financial impact as the result of a cybersecurity risk or incident and, at this time, the risks from cybersecurity threats are not reasonably likely to materially affect the Company's business strategy, results of operations or financial condition. However, it is prepared to mitigate and respond to such an event should it occur.
The Company has not experienced any material operational or financial impact as the result of a cybersecurity risk or incident and, at this time, the risks from cybersecurity threats are not reasonably likely to materially affect the Company's business strategy, results of operations or financial condition.
The Company faces a range of cybersecurity threats including threats common to many industries, such as ransomware and denial of service, as well as more advanced threats specific to critical infrastructure industries such as mining.
Specifically, the Company conducts cybersecurity tabletop exercises that include participation by Audit Committee members, senior management and third-party cybersecurity consultants. 57 Table of Contents The Company faces a range of cybersecurity threats including threats common to many industries, such as ransomware and denial of service, as well as more advanced threats specific to critical infrastructure industries such as mining.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. Properties See “Mining Properties” in Item 1 of this Annual Report on Form 10-K for a description of our mining properties, incorporated herein by this reference. In addition to our mining properties referenced in the prior sentence, through our CONSOL Marine Terminal located in the Port of Baltimore, we provide coal and export terminal services.
Biggest changeITEM 2. Properties See “Principal Properties” in Item 1 of this Annual Report on Form 10-K for a description of our mining properties and our terminals through which we provide coal and export terminal services, incorporated herein by this reference.
Our principal executive offices are located at 275 Technology Drive, Suite 101, Canonsburg, Pennsylvania 15317-9565. See the map under “Our Company” in Item 1 of this Annual Report on Form 10-K for the location of the Company's material properties.
See the map under “Principal Properties” in Item 1 of this Annual Report on Form 10-K for the location of the Company's material properties. Our principal executive offices are located at 275 Technology Drive, Suite 101, Canonsburg, Pennsylvania 15317-9565.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. Mine Safety Disclosures Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this annual report. 53 Table of Contents PART II
Biggest changeITEM 4. Mine Safety Disclosures Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this annual report. 58 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeCertain of the Company's financing arrangements may limit CONSOL Energy's ability to pay dividends and repurchase stock based on certain covenants. See Part III, Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information relating to CONSOL Energy's equity compensation plans.
Biggest changeLimitation on Payment of Dividends The Revolving Credit Facility includes certain covenants limiting the Company's ability to declare and pay dividends. 59 Table of Contents Equity Compensation Plan Information See Part III, Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information relating to our equity compensation plans.
ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Shares of the Company's common stock are listed on the New York Stock Exchange and trade under the symbol “CEIX”. Trading of the Company's common stock began as “when-issued” trading on November 3, 2017 and began as “regular-way” trading on November 29, 2017.
ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Shares of the Company's common stock are listed on the New York Stock Exchange and trade under the symbol “CNR”. Trading of the Company's common stock began as “when-issued” trading on November 3, 2017 and began as “regular-way” trading on November 29, 2017.
The following performance graph compares CONSOL Energy's cumulative total shareholder return to that of the Company's peer group and the Standard & Poor's 500 Stock Index. The peer group, for the purposes of the information presented below, is comprised of Alliance Resource Partners LP, Arch Resources, Inc., Alpha Metallurgical Resources, Inc.
The following performance graph compares the Company's cumulative total shareholder return to that of the Company's peer group and the Standard & Poor's 500 Stock Index. The peer group, for the purposes of the information presented below, is comprised of Alliance Resource Partners LP, Arch Resources, Inc., Alpha Metallurgical Resources, Inc.
As of February 1, 2024, there were 68 holders of record of our common stock. A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers and other financial institutions.
As of January 31, 2025, there were 69 holders of record of our common stock. A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers and other financial institutions.
(formerly known as Contura Energy, Inc.), Hallador Energy Company, Peabody Energy Corporation, Ramaco Resources, Inc., and Warrior Met Coal, Inc.
(formerly known as Contura Energy, Inc.), Hallador Energy Company, Peabody Energy Corporation, Ramaco Resources, Inc. and Warrior Met Coal, Inc. The graph above assumes that the value of an initial investment in the Company's common stock and each index was $100 at December 31, 2019.
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The graph above tracks the performance of an initial investment of $100 in CONSOL Energy's common stock and each member of the peer group and the Standard & Poor's 500 Stock Index, including the reinvestment of any dividends, from December 31, 2018 through December 31, 2023.
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The graph also assumes that all dividends were reinvested and that the investments were held through December 31, 2024. 2019 2020 2021 2022 2023 2024 Core Natural Resources, Inc. 100.0 49.7 156.5 461.0 740.9 789.8 S&P 500 Stock Index 100.0 116.3 147.5 118.8 147.6 182.0 Peer Group 100.0 65.7 194.4 420.0 649.3 609.9 The above information is being furnished pursuant to Regulation S-K, Item 201 (e) (Performance Graph).
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December 31, 2018 December 31, 2019 December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 CONSOL Energy Inc. 100.0 45.8 22.7 71.6 210.9 339.0 S&P 500 Stock Index 100.0 128.9 149.9 190.2 153.3 190.4 Peer Group 100.0 62.9 41.3 122.8 264.4 412.3 The above information is being furnished pursuant to Regulation S-K, Item 201 (e) (Performance Graph). 54 Table of Contents Repurchases of Equity Securities The following table sets forth repurchases of the Company's common stock during the three months ended December 31, 2023: (a) (b) (c) (d) Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs (000s omitted) (2) October 1, 2023 - October 31, 2023 142,935 $ 104.94 142,935 $ 488,174 (3) November 1, 2023 - November 30, 2023 739,575 $ 98.95 739,575 $ 414,994 (3) December 1, 2023 - December 31, 2023 361,117 $ 104.72 361,117 $ 377,179 (3) (1) In December 2017, CONSOL Energy's Board of Directors approved a program to repurchase, from time to time, the Company's outstanding shares of common stock or its 11.00% Senior Secured Second Lien Notes due 2025.
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Repurchases of Equity Securities There were no repurchases of the Company's equity securities during the three months ended December 31, 2024. In December 2017, the Company's Board of Directors approved a program to repurchase, from time to time, the Company's outstanding shares of common stock or its 11.00% Senior Secured Second Lien Notes due 2025.
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Since the inception of the program, CONSOL Energy Inc.'s Board of Directors has amended the program on several separate occasions. As a result of such amendments, the Company may now repurchase up to $1 billion of its stock and debt until December 31, 2024.
Added
This program terminated on December 31, 2024. However, on February 18, 2025, the Company's Board of Directors approved a new capital return framework that involves a mix of dividends and share repurchases.
Removed
As of February 1, 2024, approximately $347 million remained available under the stock and debt repurchase program. The repurchases will be effected from time to time on the open market or in privately negotiated transactions or under a Rule 10b5-1 plan.
Added
The repurchase program permits the repurchase, from time to time, of the Company's outstanding shares of common stock in an aggregate amount of up to $1 billion, subject to certain limitations in the Company's debt agreements.
Removed
The program does not obligate CONSOL Energy to acquire any particular amount of its common stock or notes, and the program can be modified or suspended at any time at the Company's discretion.
Removed
(2) Management cannot estimate the number of shares that will be repurchased because purchases are made based upon the Company's stock price, the Company's financial outlook and alternative investment options. (3) In the three months ended December 31, 2023, CONSOL Energy utilized approximately $126 million to repurchase its common stock.
Removed
Dividends In the fiscal year ended December 31, 2022, the Company initiated an enhanced shareholder capital return program through repurchases of shares of common stock and the payment of dividends.
Removed
The Company currently intends, subject to the discretion of the Company's Board of Directors, to return a planned aggregate of approximately 75% of the Company's quarterly free cash flow in the form of share repurchases.
Removed
The declaration and payment of dividends by CONSOL Energy is at the discretion of CONSOL Energy's Board of Directors, and no assurance can be given that CONSOL Energy will return to declaring and paying dividends in the future.
Removed
The determination to pay dividends in the future will depend upon, among other things, general business conditions, CONSOL Energy's financial results, contractual and legal restrictions regarding the payment of dividends by CONSOL Energy, planned investments by CONSOL Energy and such other factors as the Board of Directors deems relevant.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFor the Year Ended December 31, 2023 Dollars in thousands PA Mining Complex CONSOL Marine Terminal Other Total Company Net Income (Loss) $ 810,234 $ 69,253 $ (223,595) $ 655,892 Add: Income Tax Expense — — 121,980 121,980 Add: Interest Expense — 6,097 23,228 29,325 Less: Interest Income (2,344) — (11,253) (13,597) Earnings (Loss) Before Interest & Taxes (EBIT) 807,890 75,350 (89,640) 793,600 Add: Depreciation, Depletion & Amortization 202,833 4,671 33,813 241,317 Earnings (Loss) Before Interest, Taxes and DD&A (EBITDA) $ 1,010,723 $ 80,021 $ (55,827) $ 1,034,917 Adjustments: Add: Stock-Based Compensation $ 8,438 $ 301 $ 1,307 $ 10,046 Add: Loss on Debt Extinguishment — — 2,725 2,725 Total Pre-tax Adjustments 8,438 301 4,032 12,771 Adjusted EBITDA $ 1,019,161 $ 80,322 $ (51,795) $ 1,047,688 For the Year Ended December 31, 2022 Dollars in thousands PA Mining Complex CONSOL Marine Terminal Other Total Company Net Income (Loss) $ 620,208 $ 41,223 $ (194,452) $ 466,979 Add: Income Tax Expense — — 101,458 101,458 Add: Interest Expense — 6,116 46,524 52,640 Less: Interest Income (1,857) — (4,174) (6,031) Earnings (Loss) Before Interest & Taxes (EBIT) 618,351 47,339 (50,644) 615,046 Add: Depreciation, Depletion & Amortization 200,320 4,604 21,954 226,878 Earnings (Loss) Before Interest, Taxes and DD&A (EBITDA) $ 818,671 $ 51,943 $ (28,690) $ 841,924 Adjustments: Add: Stock-Based Compensation $ 6,628 $ 316 $ 946 $ 7,890 Add: Loss on Debt Extinguishment — — 5,623 5,623 Add: Equity Affiliate Adjustments — — 3,500 3,500 Less: Fair Value Adjustment of Commodity Derivative Instruments (52,204) — — (52,204) Total Pre-tax Adjustments (45,576) 316 10,069 (35,191) Adjusted EBITDA $ 773,095 $ 52,259 $ (18,621) $ 806,733 58 Table of Contents Results of Operations: Year Ended December 31, 2023 Compared with the Year Ended December 31, 2022 Revenue and Other Income For the Year Ended December 31, (in millions) 2023 2022 Variance Coal Revenue - PAMC $ 2,025 $ 1,974 $ 51 Coal Revenue - Itmann Mining Complex 82 45 37 Terminal Revenue 106 79 27 Freight Revenue 294 182 112 Total Revenues from Contracts with Customers 2,507 2,280 227 Loss on Commodity Derivatives, net — (237) 237 Miscellaneous Other Income 53 24 29 Gain on Sale of Assets 9 35 (26) Total Revenue and Other Income $ 2,569 $ 2,102 $ 467 Revenues from Contracts with Customers Revenues from contracts with customers were $2,507 million for the year ended December 31, 2023, compared to $2,280 million for the year ended December 31, 2022.
Biggest changeFor the Year Ended December 31, 2024 PAMC CONSOL Marine Terminal Other Consolidated Net Income (Loss) $ 463,283 $ 45,568 $ (222,446) $ 286,405 Add: Income Tax Expense — — 44,242 44,242 Add: Interest Expense — 6,071 16,121 22,192 Less: Interest Income (6,334) — (12,889) (19,223) Earnings (Loss) Before Interest & Taxes (EBIT) 456,949 51,639 (174,972) 333,616 Add: Depreciation, Depletion & Amortization 182,876 5,237 35,413 223,526 Earnings (Loss) Before Interest, Taxes and DD&A (EBITDA) $ 639,825 $ 56,876 $ (139,559) $ 557,142 Adjustments: Add: Stock-Based Compensation $ 9,187 $ 521 $ 1,642 $ 11,350 Add: Merger-Related Expenses — — 19,280 19,280 Add: 1974 UMWA Pension Plan Litigation — — 67,933 67,933 Less: Non-Qualified Pension Plan Curtailment Gain — — (217) (217) Total Pre-tax Adjustments 9,187 521 88,638 98,346 Adjusted EBITDA $ 649,012 $ 57,397 $ (50,921) $ 655,488 62 Table of Contents For the Year Ended December 31, 2023 PAMC CONSOL Marine Terminal Other Consolidated Net Income (Loss) $ 810,234 $ 69,253 $ (223,595) $ 655,892 Add: Income Tax Expense — — 121,980 121,980 Add: Interest Expense — 6,097 23,228 29,325 Less: Interest Income (2,344) — (11,253) (13,597) Earnings (Loss) Before Interest & Taxes (EBIT) 807,890 75,350 (89,640) 793,600 Add: Depreciation, Depletion & Amortization 202,833 4,671 33,813 241,317 Earnings (Loss) Before Interest, Taxes and DD&A (EBITDA) $ 1,010,723 $ 80,021 $ (55,827) $ 1,034,917 Adjustments: Add: Stock-Based Compensation $ 8,438 $ 301 $ 1,307 $ 10,046 Add: Loss on Debt Extinguishment — — 2,725 2,725 Total Pre-tax Adjustments 8,438 301 4,032 12,771 Adjusted EBITDA $ 1,019,161 $ 80,322 $ (51,795) $ 1,047,688 63 Table of Contents Results of Operations: Year Ended December 31, 2024 Compared with the Year Ended December 31, 2023 Revenue and Other Income For the Year Ended December 31, 2024 2023 Variance Coal Revenue - PAMC $ 1,683 $ 2,025 $ (342) Coal Revenue - Itmann Mining Complex 104 82 22 Terminal Revenue 88 106 (18) Freight Revenue 274 294 (20) Miscellaneous Other Income 80 53 27 Gain on Sale of Assets 7 9 (2) Total Revenue and Other Income $ 2,236 $ 2,569 $ (333) Revenues from Contracts with Customers On a consolidated basis, coal revenue for the year ended December 31, 2024 was $1,787 million, which consisted of $1,683 million from the Pennsylvania Mining Complex and $104 million from the Itmann Mining Complex.
Each of these non-GAAP metrics are used as supplemental financial measures by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess: • our operating performance as compared to the operating performance of other companies in the coal industry, without regard to financing methods, historical cost basis, tax rates or capital structure; • the ability of our assets to generate sufficient cash flow; • our ability to incur and service debt and fund capital expenditures; • the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities; and • the attractiveness of capital projects and acquisitions and the overall rates of return on alternative investment opportunities.
Each of these non-GAAP metrics are used as supplemental financial measures by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess: • our operating performance compared to the operating performance of other companies in the coal industry, without regard to financing methods, historical cost basis, tax rates or capital structure; • the ability of our assets to generate sufficient cash flow; • our ability to incur and service debt and fund capital expenditures; • the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities; and • the attractiveness of capital projects and acquisitions and the overall rates of return on alternative investment opportunities.
The amendments in this Update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation, (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income [or loss] by the applicable statutory income tax rate), (3) disclose the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, (4) disclose the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received), (5) disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and (6) disclose income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign.
The amendments in this update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation, (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate), (3) disclose the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, (4) disclose the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than five percent of total income taxes paid (net of refunds received), (5) disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and (6) disclose income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign.
These risks include a reduction of our ability to raise capital in the equity markets, less availability and higher costs of additional credit and potential counterparty defaults. Overall market disruptions, including as a result of recent or additional bank failures, rising interest rates and sustained high inflation, may impact the Company's collection of trade receivables.
These risks include a reduction of our ability to raise capital in the equity markets, less availability and higher costs of additional credit and potential counterparty defaults. Overall market disruptions, including as a result of recent or additional bank failures, high interest rates and sustained high inflation, may impact the Company's collection of trade receivables.
CONSOL Energy guarantees the performance of the obligations of CONSOL Thermal Holdings LLC, CONSOL Marine Terminals LLC and CONSOL Pennsylvania Coal Company LLC under the securitization, and will guarantee the obligations of any additional originators or successor servicer that may become party to the securitization.
The Company guarantees the performance of the obligations of CONSOL Thermal Holdings LLC, CONSOL Marine Terminals LLC and CONSOL Pennsylvania Coal Company LLC under the securitization, and will guarantee the obligations of any additional originators or successor servicer that may become party to the securitization.
CONSOL Energy bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making the judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company evaluates its estimates on an on-going basis.
The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making the judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company evaluates its estimates on an on-going basis.
These benefit arrangements may result in additional liabilities that are not recognized on the Consolidated Balance Sheet at December 31, 2023. The various multi-employer benefit plans are discussed in Note 17—Other Employee Benefit Plans in the Notes to the Consolidated Financial Statements in Item 8 of this Form 10-K.
These benefit arrangements may result in additional liabilities that are not recognized on the Consolidated Balance Sheet at December 31, 2024. The various multi-employer benefit plans are discussed in Note 17—Other Employee Benefit Plans in the Notes to the Consolidated Financial Statements in Item 8 of this Form 10-K.
A similar discussion and analysis that compares year ended December 31, 2022 to the fiscal year ended December 31, 2021 may be found in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Form 10-K for the year ended December 31, 2022, which is incorporated herein by reference.
A similar discussion and analysis that compares the year ended December 31, 2023 to the fiscal year ended December 31, 2022 may be found in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Form 10-K for the year ended December 31, 2023, which is incorporated herein by reference.
This revenue is based on the weight of coal shipped, negotiated freight rates and method of transportation, primarily rail, to which the Company contractually provides transportation services to move its coal from the mine to the ultimate sales point. Freight revenue is completely offset by freight expense.
This revenue is based on the weight of coal shipped, negotiated freight rates and method of transportation, primarily rail, used by the customers to which the Company contractually provides transportation services to move its coal from the mine to the ultimate sales point. Freight revenue is completely offset by freight expense.
Additionally, access to capital remains challenging for the Company's industry as a result of banking, institutional and investor environmental, social and governance (ESG) requirements and limitations, which tend to discourage investment in coal and other fossil fuel companies.
Additionally, access to capital remains challenging for the Company's industry as a result of banking, institutional and investor environmental, social and governance (“ESG”) requirements and limitations, which tend to discourage investment in coal and other fossil fuel companies.
Payment of the principal and interest on the notes is guaranteed by CONSOL Energy. • An aggregate principal amount of $75 million of PEDFA bonds, which were issued to finance the ongoing expansion of the coal refuse disposal area at the Central Preparation Plant, which bear interest at 9.00% per annum for an initial term of seven years and mature in April 2051.
Payment of the principal and interest on the notes is guaranteed by the Company. • An aggregate principal amount of $75 million of PEDFA Bonds, which were issued to finance the ongoing expansion of the coal refuse disposal area at the Central Preparation Plant, which bear interest at 9.00% per annum for an initial term of seven years and mature in April 2051.
See Note 15 - Pension and Other Postretirement Benefits Plans and Note 16 - Coal Workers' Pneumoconiosis and Workers' Compensation in the Notes to the Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.
See Note 15 - Pension and Other Postretirement Benefit Plans and Note 16 - Coal Workers' Pneumoconiosis and Workers' Compensation in the Notes to the Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.
We believe realized coal revenue, average realized coal revenue per ton sold, cost of coal sold, cash cost of coal sold, average cash cost of coal sold per ton, and average cash margin per ton sold normalize the volatility contained within comparable GAAP measures by adjusting for certain non-operating or non-cash transactions.
We believe cost of coal sold, cash cost of coal sold, average cash cost of coal sold per ton, and average cash margin per ton sold normalize the volatility contained within comparable GAAP measures by adjusting for certain non-operating or non-cash transactions.
Loans under the securitization facility accrue interest at a reserve-adjusted market index rate equal to the applicable term SOFR rate. Loans and letters of credit under the securitization facility also accrue a program fee and a letter of credit participation fee, respectively, ranging from 2.00% to 2.50% per annum depending on the total net leverage ratio of CONSOL Energy.
Loans under the securitization facility accrue interest at a reserve-adjusted market index rate equal to the applicable term SOFR rate. Loans and letters of credit under the securitization facility also accrue a program fee and a letter of credit participation fee, respectively, ranging from 2.00% to 2.50% per annum depending on the total net leverage ratio of the Company.
The fair value of impaired assets is typically determined based on various factors, including the present values of expected future cash flows using a risk-adjusted discount rate, the marketability of coal properties and the estimated fair value of assets that could be sold or used at other operations.
The fair value of impaired assets is typically determined based on various factors, including 69 Table of Contents the present values of expected future cash flows using a risk-adjusted discount rate, the marketability of coal properties and the estimated fair value of assets that could be sold or used at other operations.
However, the Company expects to maintain adequate liquidity through its operating cash flow, cash and cash equivalents on hand, and short-term investments, as well as its revolving credit facility and securitization facility, to fund its working capital and capital expenditures in the short-term and long-term. Uncertainty in the financial markets brings additional potential risks to CONSOL Energy.
However, the Company expects to maintain adequate liquidity through its operating cash flow, cash and cash equivalents on hand, and short-term investments, as well as its revolving credit facility and securitization facility, to fund its working capital needs and capital expenditures in the short-term and long-term. Uncertainty in the financial markets brings additional potential risks to the Company.
CONSOL Energy believes it will be able to satisfy these material requirements with cash generated from operations, cash on hand, short-term investments, borrowings under the revolving credit facility and securitization facility, and, if necessary, cash generated from its ability to issue additional equity or debt securities.
The Company believes it will be able to satisfy these material requirements with cash generated from operations, cash on hand, short-term investments, borrowings under the revolving credit facility and securitization facility, and, if necessary, cash generated from its ability to issue additional equity or debt securities.
Asset Retirement Obligations The Surface Mining Control and Reclamation Act established operational, reclamation and closure standards for all aspects of surface mining as well as most aspects of deep mining. CONSOL Energy accrues for the costs of current coal mine disturbance and final coal mine and gas well closure, including the cost of treating mine water discharge where necessary.
Asset Retirement Obligations The Surface Mining Control and Reclamation Act established operational, reclamation and closure standards for all aspects of surface mining as well as most aspects of deep mining. The Company accrues for the costs of current coal mine disturbance and final coal mine and gas well closure, including the cost of treating mine water discharge where necessary.
The CONSOL Marine Terminal segment provides coal export terminal services through the Port of Baltimore. The segment also includes general and administrative activities and interest expense, as well as various other activities assigned to the CONSOL Marine Terminal segment. The Company evaluates the performance of its segments utilizing Adjusted EBITDA and various sales and production metrics.
The CONSOL Marine Terminal segment provides coal export terminal services through the Port of Baltimore. The segment also includes general and administrative activities and interest expense, as well as various other activities assigned to the CONSOL Marine Terminal segment. The Company evaluates the performance of its segments utilizing Adjusted EBITDA and various productivity metrics.
If one or more of the above events or changes in circumstances occur, CONSOL Energy performs a recoverability test, which compares the projected undiscounted cash flows from the use and eventual disposition of a long-lived asset or asset group to its carrying value.
If one or more of the above events or changes in circumstances occur, the Company performs a recoverability test, which compares the projected undiscounted cash flows from the use and eventual disposition of a long-lived asset or asset group to its carrying value.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The Company's discussion and analysis includes a comparison of the year ended December 31, 2023 to the year ended December 31, 2022.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The Company's discussion and analysis includes a comparison of the year ended December 31, 2024 to the year ended December 31, 2023.
From time to time, CONSOL Energy is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies' statutes and regulations.
From time to time, the Company is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies' statutes and regulations.
See Note 23—Commitments and Contingent Liabilities in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K for additional details of the various financial guarantees that have been issued by CONSOL Energy.
See Note 23—Commitments and Contingent Liabilities in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K for additional details of the various financial guarantees that have been issued by the Company.
The GAAP measure most directly comparable to adjusted EBITDA is net income (loss). 57 Table of Contents The following tables present a reconciliation of adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure, on a historical basis, for each of the periods indicated (in thousands).
The GAAP measure most directly comparable to adjusted EBITDA is net income (loss). The following tables present a reconciliation of adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure, on a historical basis, for each of the periods indicated (in thousands).
The evaluation of the sustainability of a tax position and the probable amount that is more likely than not is based on judgment, historical experience and on various other assumptions that CONSOL Energy believes are reasonable under the circumstances.
The evaluation of the sustainability of a tax position and the probable amount that is more likely than not is based on judgment, historical experience and on various other assumptions that the Company believes are reasonable under the circumstances.
These non-GAAP financial measures should not be considered an alternative to operating and other costs, total coal revenue, net income, or any other measure of financial performance presented in accordance with GAAP.
These non-GAAP financial measures should not be considered an alternative to operating and other costs, net income, or any other measure of financial performance presented in accordance with GAAP.
CONSOL Energy also uses a combination of surety bonds, corporate guarantees and letters of credit to secure its financial obligations for employee-related, environmental, performance and various other items which are not reflected on the Consolidated Balance Sheet at December 31, 2023. Management believes these items will expire without being funded.
The Company also uses a combination of surety bonds, corporate guarantees and letters of credit to secure its financial obligations for employee-related, environmental, performance and various other items which are not reflected on the Consolidated Balance Sheet at December 31, 2024. Management believes these items will expire without being funded.
Terminal revenues are generated from providing transloading services from rail to vessel or barge, temporary storage or stockpile facilities, as well as blending, weighing, and sampling. Terminal revenues were $106 million for the year ended December 31, 2023, compared to $79 million for the year ended December 31, 2022.
Terminal revenues are generated from providing transloading services from rail to vessel or barge, temporary storage or stockpile facilities, as well as blending, weighing, and sampling. Terminal revenues were $88 million for the year ended December 31, 2024, compared to $106 million for the year ended December 31, 2023.
At December 31, 2023 and 2022, no valuation allowance was recorded. Impairment of Long-Lived Assets CONSOL Energy reviews the carrying value of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Long-lived assets are not reviewed for impairment unless an impairment indicator is noted.
At December 31, 2024 and 2023, no valuation allowance was recorded. Impairment of Long-Lived Assets The Company reviews the carrying value of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Long-lived assets are not reviewed for impairment unless an impairment indicator is noted.
The following table presents a reconciliation for the PAMC segment of realized coal revenue, average realized coal revenue per ton sold and average cash margin per ton sold to total coal revenue, the most directly comparable GAAP financial measure, on a historical basis, for each of the periods indicated (in thousands, except per ton information).
The GAAP measure most directly comparable to average cash margin per ton sold is total coal revenue. 61 Table of Contents The following table presents a reconciliation for the PAMC segment of average cash margin per ton sold to total coal revenue, the most directly comparable GAAP financial measure, on a historical basis, for each of the periods indicated (in thousands, except per ton information).
Estimates of the Company's total asset retirement obligations, which are based upon permit requirements and CONSOL Energy engineering expertise related to these requirements, including the current portion, were approximately $241 million at December 31, 2023. This liability is reviewed annually, or when events and circumstances indicate an adjustment is necessary, by CONSOL Energy management and engineers.
Estimates of the Company's total asset retirement obligations, which are based upon permit requirements and Company engineering expertise related to these requirements, including the current portion, were approximately $248 million at December 31, 2024. This liability is reviewed annually, or when events and circumstances indicate an adjustment is necessary, by Company management and engineers.
Interest on the PEDFA Bonds is payable on February 1 and August 1 of each year. • An aggregate principal amount of $14 million of finance leases with a weighted average interest rate of 6.68%. • Advanced royalty commitments of $6 million with a weighted average interest rate of 8.80% per annum. • An aggregate principal amount of $1 million of other debt arrangements.
Interest on the PEDFA Bonds is payable on February 1 and August 1 of each year. • An aggregate principal amount of $24 million of finance leases with a weighted average interest rate of 6.59%. • Advanced royalty commitments of $6 million with a weighted average interest rate of 8.10% per annum. • An aggregate principal amount of $1 million of other debt arrangements.
CONSOL Energy's total contributions under the Coal Industry Retiree Health Benefit Ac t of 1992 were $4 million and $4 million for the years ended December 31, 2023 and 2022, respectively. Based on available information at December 31, 2023, CONSOL Energy's aggregate obligation for the UMWA Combined Benefit Fund and 1992 Benefit Plan is estimated to be approximately $33 million.
The Company's total contributions under the Coal Industry Retiree Health Benefit Ac t of 1992 were $3 million and $4 million for the years ended December 31, 2024 and 2023, respectively. Based on available information at December 31, 2024, the Company's aggregate obligation for the UMWA Combined Benefit Fund and 1992 Benefit Plan is estimated to be approximately $31 million.
Operating and Other Costs On a consolidated basis, operating and other costs were $1,120 million for the year ended December 31, 2023, compared to $949 million for the year ended December 31, 2022.
Operating and Other Costs On a consolidated basis, operating and other costs were $1,271 million for the year ended December 31, 2024, compared to $1,120 million for the year ended December 31, 2023.
General and Administrative Costs On a consolidated basis, general and administrative costs were $103 million for the year ended December 31, 2023, compared to $117 million for the year ended December 31, 2022.
General and Administrative Costs On a consolidated basis, general and administrative costs were $115 million for the year ended December 31, 2024, compared to $103 million for the year ended December 31, 2023.
CONSOL Energy sometimes uses letters of credit to satisfy these requirements and these letters of credit reduce the Company's borrowing facility capacity. 67 Table of Contents Securitization Facility At December 31, 2023, CONSOL Energy and certain of its U.S. subsidiaries are parties to a trade accounts receivable securitization facility with financial institutions for the sale on a continuous basis of eligible trade accounts receivable.
The Company sometimes uses letters of credit to satisfy these requirements and these letters of credit reduce the Company's borrowing facility capacity. Securitization Facilities At December 31, 2024, the Company and certain of its U.S. subsidiaries are parties to a trade accounts receivable securitization facility with financial institutions for the sale on a continuous basis of eligible trade accounts receivable.
However, neither CONSOL Energy nor its affiliates will guarantee collectability of receivables or the creditworthiness of obligors thereunder. At December 31, 2023, eligible accounts receivable yielded $72 million of borrowing capacity. At December 31, 2023, the facility had no outstanding borrowings and approximately $72 million of letters of credit outstanding, leaving $38 thousand of unused capacity.
However, neither the Company nor its affiliates will guarantee collectability of receivables or the creditworthiness of obligors thereunder. 73 Table of Contents At December 31, 2024, eligible accounts receivable yielded $72 million of borrowing capacity. At December 31, 2024, the facility had no outstanding borrowings and approximately $72 million of letters of credit outstanding, leaving $42 thousand of unused capacity.
The results of these estimates, that are not readily apparent from other sources, form the basis for recognizing an uncertain tax liability. Actual results could differ from those estimates upon subsequent resolution of identified matters.
The results of these estimates, that are not readily apparent from other sources, form the basis for recognizing an uncertain tax liability. Actual results could differ from those estimates upon subsequent resolution of identified matters. No liability for uncertain tax positions was recorded at December 31, 2024.
Operational Performance: Year Ended December 31, 2023 Compared with the Year Ended December 31, 2022 CONSOL Energy presently consists of two reportable segments, the PAMC and the CONSOL Marine Terminal. The PAMC includes the Bailey Mine, the Enlow Fork Mine, the Harvey Mine and a centralized preparation plant.
Operational Performance: Year Ended December 31, 2024 Compared with the Year Ended December 31, 2023 During the year ended December 31, 2024, the Company consisted of two reportable segments, the PAMC and the CONSOL Marine Terminal. The PAMC includes the Bailey Mine, the Enlow Fork Mine, the Harvey Mine and a centralized preparation plant.
Material Cash Requirements CONSOL Energy expects to make payments of $14 million on its long-term debt obligations, including interest, in the next 12 months. Refer to Note 13 – Long-Term Debt for additional information concerning material cash requirements in future years.
Refer to Note 13 – Long-Term Debt for additional information concerning material cash requirements in future years. The Company expects to make payments of $11 million on its operating and finance lease obligations, including interest, in the next 12 months. Refer to Note 14 – Leases for additional information concerning material cash requirements in future years.
These measures exclude some, but not all, items that affect measures presented in accordance with GAAP, and these measures and the way we calculate them may vary from those of other companies.
These measures exclude some, but not all, items that affect measures presented in accordance with GAAP, and these measures and the way we calculate them may vary from those of other companies. As a result, the items presented below may not be comparable to similarly titled measures of other companies.
Borrowings under the Company's Revolving Credit Facility bear interest at a floating rate that is, at the Company's option, either (i) SOFR plus the applicable SOFR adjustment (as defined therein) depending on the applicable interest period plus an applicable margin or (ii) an alternate base rate plus an applicable margin.
Borrowings under the Revolving Credit Facility bear interest at a floating rate that is, at the Company’s option, either (i) SOFR plus a SOFR adjustment of 0.10% plus an applicable margin or (ii) an alternate base rate plus an applicable margin.
Our total liquidity as of December 31, 2023 was comprised of the following: (in millions) December 31, 2023 Cash and Cash Equivalents $ 199 Short-Term Investments 82 281 Revolving Credit Facility - Current Availability 355 Less: Letters of Credit Outstanding (111) Total Liquidity $ 525 Events that negatively impact our overall financial condition and liquidity could result in our inability to comply with our credit facility's financial covenants.
Our total liquidity as of December 31, 2024 was comprised of the following: (in millions) December 31, 2024 Cash and Cash Equivalents $ 408 Short-Term Investments 52 460 Securitization Facility - Current Availability 72 Revolving Credit Facility - Current Availability 355 Less: Letters of Credit Outstanding (179) Total Liquidity $ 708 Events that negatively impact our overall financial condition and liquidity could result in our inability to comply with our credit facility's financial covenants.
At December 31, 2023 and 2022, CONSOL Energy had liabilities for uncertain tax positions of $2 million recorded in Other Accrued Liabilities and Deferred Income Taxes.
At December 31, 2023, the Company had a liability for uncertain tax positions of $2 million recorded in Other Accrued Liabilities and Deferred Income Taxes.
On a consolidated basis, coal revenue for the year ended December 31, 2023 was $2,107 million, which consisted of $2,025 million from the Pennsylvania Mining Complex and $82 million from the Itmann Mining Complex. The $2,107 million of coal revenue was sold into the following markets: $1,019 million into power generation, $773 million into industrial, and $315 million into metallurgical.
The $1,787 million of coal revenue was sold into the following markets: $861 million into power generation, $564 million into industrial, and $362 million into metallurgical. The Company had consolidated coal revenue of $2,107 million for the year ended December 31, 2023, which consisted of $2,025 million from the Pennsylvania Mining Complex and $82 million from the Itmann Mining Complex.
The amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and should be applied retrospectively. Management is currently evaluating the impact of this guidance, but does not expect this update to have a material impact on the Company's financial statements.
The amendments in this update are effective for annual periods beginning after December 15, 2024, and should be applied prospectively. Management is currently evaluating the impact of this guidance, but with the exception of the increased disclosures summarized above, does not expect this update to have a material impact on the Company's financial statements.
The PEDFA Bonds bear interest at a fixed rate of 9.00% for an initial term of seven years. The PEDFA Bonds mature on April 1, 2051 but are subject to mandatory purchase by the Company on April 13, 2028, at the expiration of the initial term rate period.
The PEDFA Bonds mature on April 1, 2051 but are subject to mandatory purchase by the Company on April 13, 2028, at the expiration of the initial term rate period.
Debt At December 31, 2023, CONSOL Energy had total long-term debt and finance lease obligations of $199 million outstanding, including the current portion of $11 million.
Debt At December 31, 2024, the Company had total long-term debt and finance lease obligations of $209 million outstanding, including the current portion of $113 million.
Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion of the deferred tax asset will not be realized.
Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion of the deferred tax asset will not be realized. At December 31, 2024, the Company had deferred tax liabilities in excess of deferred tax assets of approximately $49 million.
The amendments in this update are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. Existing joint ventures may elect to apply the guidance retrospectively. Management is currently evaluating the impact of this guidance, but does not expect this update to have a material impact on the Company's financial statements.
The amendments in this update are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. Existing joint ventures may elect to apply the guidance retrospectively.
During the year ended December 31, 2023, the Company generated cash flows from operating activities of approximately $858 million and utilized a portion of operating cash flows to retire outstanding indebtedness.
During the year ended December 31, 2024, the Company generated cash flows from operating activities of approximately $476 million and utilized a portion of operating cash flows to repurchase outstanding shares of the Company's common stock.
The obligations of the Company under the Loan Agreement and of the PEDFA Notes Guarantors under the Guaranty are secured by second priority liens on substantially all of the assets of the Company and the PEDFA Notes Guarantors. The Loan Agreement and Guaranty incorporate by reference covenants in the Indenture under which the Second Lien Notes were issued (discussed previously).
The obligations of the Company under the Loan Agreement and of the PEDFA Notes Guarantors under the Guaranty are secured by second priority liens on substantially all of the assets of the Company and the PEDFA Notes Guarantors.
At December 31, 2023, CONSOL Energy had no borrowings outstanding and approximately $111 million of letters of credit outstanding under the $355 million senior secured Revolving Credit Facility.
At December 31, 2024, the Company had no borrowings outstanding and approximately $107 million of letters of credit outstanding under the $355 million senior secured Revolving Credit Facility. At December 31, 2024, the Company had no borrowings outstanding and approximately $72 million of letters of credit outstanding under the $100 million securitization facility.
The Indenture contained covenants that limited the ability of the Company and the Guarantors, to (i) incur, assume or guarantee additional indebtedness or issue preferred stock; (ii) create liens to secure indebtedness; (iii) declare or pay dividends on the Company’s common stock, redeem stock or make other distributions to the Company’s stockholders; (iv) make investments; (v) pay or make dividends, loans or other asset transfers from the Company’s restricted subsidiaries; (vi) merge or consolidate, or sell, transfer, lease or dispose of substantially all of the Company’s assets; (vii) sell or otherwise dispose of certain assets, including equity interests in subsidiaries; (viii) enter into transactions with affiliates; and (ix) create unrestricted subsidiaries.
The Loan Agreement and Guaranty incorporate by reference covenants in the Indenture, dated as of November 13, 2017, by and between the Company and UMB Bank, N.A., a national banking association, as trustee and collateral trustee, under which the 11.00% Senior Secured Second Lien Notes due 2025 (the “Second Lien Notes”) were issued, including covenants that limited the ability of the Company and certain subsidiaries of the Company, as guarantors, to (i) incur, assume or guarantee additional indebtedness or issue preferred stock; (ii) create liens to secure indebtedness; (iii) declare or pay dividends on the Company’s common stock, redeem stock or make other distributions to the Company’s stockholders; (iv) make investments; (v) pay or make dividends, loans or other asset transfers from the Company’s restricted subsidiaries; (vi) merge or consolidate, or sell, transfer, lease or dispose of substantially all of the Company’s assets; (vii) sell or otherwise dispose of certain assets, including equity interests in subsidiaries; (viii) enter into transactions with affiliates; and (ix) create unrestricted subsidiaries.
PAMC ANALYSIS : Coal Production The table below presents total tons produced (in thousands) from the Pennsylvania Mining Complex for the periods indicated: Year Ended December 31, Mine 2023 2022 Variance Bailey 11,164 11,568 (404) Enlow Fork 8,661 6,292 2,369 Harvey 6,237 6,075 162 Total 26,062 23,935 2,127 Coal production was 26.1 million tons for the year ended December 31, 2023, compared to 23.9 million tons for the year ended December 31, 2022.
PAMC ANALYSIS : Coal Production The table below presents total tons produced (in thousands) from the Pennsylvania Mining Complex for the periods indicated: Year Ended December 31, Mine 2024 2023 Variance Bailey 10,762 11,164 (402) Enlow Fork 9,181 8,661 520 Harvey 5,744 6,237 (493) Total 25,687 26,062 (375) Coal production was 25.7 million tons for the year ended December 31, 2024, compared to 26.1 million tons for the year ended December 31, 2023.
During the year ended December 31, 2023, the Company repurchased and retired 5,224,016 shares of common stock at an average price of $75.69 per share. Total Equity and Dividends Total equity attributable to CONSOL Energy was $1,343 million at December 31, 2023 and $1,166 million at December 31, 2022.
During the year ended December 31, 2024, the Company repurchased and retired 747,351 shares of the Company's common stock at an average price of $89.49 per share. Total Equity and Dividends Total equity attributable to the Company was $1,568 million at December 31, 2024 and $1,343 million at December 31, 2023.
Throughput volumes at the CONSOL Marine Terminal were 19.0 million tons for the year ended December 31, 2023, compared to 13.7 million tons for the year ended December 31, 2022.
Accordingly, adjusted EBITDA for the year ended December 31, 2024 was $57 million, compared to $80 million for the year ended December 31, 2023. Throughput volumes at the CONSOL Marine Terminal were 17.0 million tons for the year ended December 31, 2024, compared to 19.0 million tons for the year ended December 31, 2023.
Operating and other costs increased in the period-to-period comparison due to the following items: For the Year Ended December 31, 2023 2022 Variance Operating Costs - PAMC $ 940 $ 834 $ 106 Operating Costs - Itmann Mining Complex 99 42 57 Operating Costs - Terminal 27 25 2 Coal Reserve Holding Costs 16 10 6 Employee-Related Legacy Liability Expense 12 7 5 Closed and Idle Mines 5 4 1 Equity Affiliate Adjustments — 4 (4) Other 21 23 (2) Operating and Other Costs $ 1,120 $ 949 $ 171 Operating costs for the Pennsylvania Mining Complex include items such as direct operating costs, royalties and production taxes and direct administration costs.
Operating and other costs increased in the period-to-period comparison due to the following items: For the Year Ended December 31, 2024 2023 Variance Operating Costs - PAMC $ 973 $ 940 $ 33 Operating Costs - Itmann Mining Complex 132 99 33 Operating Costs - Terminal 27 27 — 1974 UMWA Pension Plan Litigation 68 — 68 Employee-Related Legacy Liability Expense 22 12 10 Coal Reserve Holding Costs 8 16 (8) Closed and Idle Mines 5 5 — Other 36 21 15 Operating and Other Costs $ 1,271 $ 1,120 $ 151 Operating costs for the Pennsylvania Mining Complex include items such as direct operating costs, royalties and production taxes and direct administration costs.
See the Consolidated Statements of Stockholders' Equity in Item 8 of this Form 10-K for additional details. The declaration and payment of dividends by CONSOL Energy is at the discretion of CONSOL Energy's Board of Directors, and no assurance can be given that CONSOL Energy will return to declaring and paying dividends in the future.
See the Consolidated Statements of Stockholders' Equity in Item 8 of this Form 10-K for additional details. The declaration and payment of dividends by the Company is at the discretion of the Company's Board of Directors.
The Revolving Credit Facility also includes financial covenants, including (i) a maximum first lien gross leverage ratio, (ii) a maximum total net leverage ratio, and (iii) a minimum fixed charge coverage ratio. The maximum first lien gross leverage ratio is calculated as the ratio of Consolidated First Lien Debt to Consolidated EBITDA.
The Credit Agreement also includes financial covenants, including (i) a maximum first lien gross leverage ratio, (ii) a maximum total net leverage ratio, and (iii) a minimum interest coverage ratio.
Years Ended December 31, 2023 2022 Operating and Other Costs $ 1,120,065 $ 949,222 Less: Other Costs (Non-Production and non-PAMC) (180,173) (114,817) Cash Cost of Coal Sold $ 939,892 $ 834,405 Add: Depreciation, Depletion and Amortization (PAMC Production) 190,962 189,857 Cost of Coal Sold $ 1,130,854 $ 1,024,262 Total Tons Sold (in millions) 26.0 24.1 Average Cost of Coal Sold per Ton $ 43.42 $ 42.49 Less: Depreciation, Depletion and Amortization Costs per Ton Sold 7.32 7.93 Average Cash Cost of Coal Sold per Ton $ 36.10 $ 34.56 We evaluate our average realized coal revenue per ton sold and average cash margin per ton sold on a per-ton basis.
Years Ended December 31, 2024 2023 Operating and Other Costs $ 1,270,696 $ 1,120,065 Less: Other Costs (Non-Production and non-PAMC) (297,557) (180,173) Cash Cost of Coal Sold $ 973,139 $ 939,892 Add: Depreciation, Depletion and Amortization (PAMC Production) 172,998 190,962 Cost of Coal Sold $ 1,146,137 $ 1,130,854 Total Tons Sold (in millions) 25.7 26.0 Average Cost of Coal Sold per Ton $ 44.63 $ 43.42 Less: Depreciation, Depletion and Amortization Costs per Ton Sold 6.74 7.32 Average Cash Cost of Coal Sold per Ton $ 37.89 $ 36.10 We evaluate our average cash margin per ton sold on a per-ton basis.
At December 31, 2023, there were no borrowings outstanding under the Revolving Credit Facility and the facility is currently only used for providing letters of credit, with $111 million of letters of credit outstanding, leaving $244 million of unused capacity.
At December 31, 2024, there were no borrowings outstanding under the Revolving Credit Facility and the facility is currently only used for providing letters of credit, with $107 million of letters of credit outstanding, leaving $248 million of unused capacity, prior to consideration of the additional capacity to be provided by the January 2025 amendment discussed above.
The obligations are secured by, subject to certain exceptions (including a limitation of pledges of equity interests in certain subsidiaries and certain thresholds with respect to real property), a first-priority lien on (i) the Company’s interest in the Pennsylvania Mining Complex, (ii) the equity interests in PA Mining Complex LP held by the Company, (iii) the CONSOL Marine Terminal, (iv) the Itmann Mining Complex, and (v) the 1.3 billion tons of Greenfield Reserves and Resources.
The obligations under the Credit Agreement are secured by, subject to certain exceptions (including a limitation of pledges of equity interests in certain subsidiaries and certain thresholds with respect to real property), a first-priority lien on, among other things, (i) the Company’s interest in the PAMC, (ii) the equity interests in PA Mining Complex LP held by the Company, (iii) the CONSOL Marine Terminal, (iv) the Itmann Mining Complex and (v) the 1.3 billion tons of Greenfield Reserves and Resources. 72 Table of Contents The Credit Agreement contains a number of customary affirmative covenants and a number of negative covenants, including (subject to certain exceptions) limitations on (among other things): indebtedness, liens, investments, acquisitions, asset dispositions, restricted payments, mergers, consolidations, divisions and other fundamental changes, transactions with affiliates and prepayments of junior indebtedness.
The metrics include: (i) adjusted EBITDA, a non-GAAP financial measure; (ii) coal production and sales volumes; (iii) realized coal revenue, a non-GAAP financial measure; (iv) cost of coal sold, a non-GAAP financial measure; (v) cash cost of coal sold, a non-GAAP financial measure; (vi) average realized coal revenue per ton sold, an operating ratio derived from non-GAAP financial measures; (vii) average cash cost of coal sold per ton, an operating ratio derived from non-GAAP financial measures; and (viii) average cash margin per ton sold, an operating ratio derived from non-GAAP financial measures.
The metrics include: (i) adjusted EBITDA, a non-GAAP financial measure; (ii) coal production, sales volumes and average coal revenue per ton sold; (iii) cost of coal sold, a non-GAAP financial measure; (iv) cash cost of coal sold, a non-GAAP financial measure; (v) average cash cost of coal sold per ton, an operating ratio derived from non-GAAP financial measures; and (vi) average cash margin per ton sold, an operating ratio derived from non-GAAP financial measures. 60 Table of Contents We believe that adjusted EBITDA provides a helpful measure of comparing our operating performance with the performance of other companies that have different financing, capital structures and tax rates than ours.
The improvement was primarily attributable to a $7.85 increase in average realized coal revenue per ton sold, as well as a 1.9 million ton increase in tons sold, partially offset by a $1.54 increase in the average cash cost of coal sold per ton.
The decrease was primarily attributable to a $12.20 decrease in average coal revenue per ton sold, as well as a 0.3 million decrease in tons sold and a $1.79 increase in the average cash cost of coal sold per ton.
How We Evaluate Our Operations Our management team uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability.
The re-entry process will be multi-phased, beginning with the construction of ventilation controls followed by the resumption of continuous miner development. How We Evaluate Our Operations Our management team uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability.
Adjusted EBITDA measures the operating performance of the Company's segments and is used to allocate resources to the Company's segments.
Adjusted EBITDA measures the operating performance of the Company's segments and is used to allocate resources to the Company's segments. The following table presents results by reportable segment for each of the periods indicated.
Assumptions about sales, operating margins, capital expenditures and sales prices are based on the Company's forecasts, business plans, economic projections, and anticipated future cash flows.
Assumptions about sales, operating margins, capital expenditures and sales prices are based on the Company's forecasts, business plans, economic projections, and anticipated future cash flows. No indicators of impairment were present and, therefore, no impairment losses were recorded during the years ended December 31, 2024, 2023 and 2022.
The Company's total net leverage ratio was (0.08) to 1.00 at December 31, 2023. The Company's fixed charge coverage ratio was 3.42 to 1.00 at December 31, 2023. Accordingly, the Company was in compliance with all of its financial covenants under the Revolving Credit Facility as of December 31, 2023.
The Company's interest coverage ratio was 123.54 to 1.00 at December 31, 2024. The Company was in compliance with all covenants under the Revolving Credit Facility as of December 31, 2024.
As a result, the items presented below may not be comparable to similarly titled measures of other companies. 56 Table of Contents Reconciliation of Non-GAAP Financial Measures We evaluate our cost of coal sold and cash cost of coal sold on an aggregate basis by segment, and our average cash cost of coal sold per ton on a per-ton basis.
Reconciliation of Non-GAAP Financial Measures We evaluate our cost of coal sold and cash cost of coal sold on an aggregate basis by segment, and our average cash cost of coal sold per ton on a per-ton basis.
Under the Revolving Credit Facility, the maximum first lien gross leverage ratio shall be 1.50 to 1.00, the maximum total net leverage ratio shall be 2.50 to 1.00 and the minimum fixed charge coverage ratio shall be 1.10 to 1.00. The Company's first lien gross leverage ratio was 0.01 to 1.00 at December 31, 2023.
Under the Revolving Credit Facility, the maximum first lien gross leverage ratio is 1.50 to 1.00, the maximum total net leverage ratio is 2.50 to 1.00 and the minimum interest coverage ratio is 3.00 to 1.00.
We define average cash margin per ton sold as average realized coal revenue per ton sold, net of average cash cost of coal sold per ton. The GAAP measure most directly comparable to realized coal revenue, average realized coal revenue per ton sold, and average cash margin per ton sold is total coal revenue.
We define average cash margin per ton sold as average coal revenue per ton sold, net of average cash cost of coal sold per ton.
Years Ended December 31, 2023 2022 Total Coal Revenue (PAMC Segment) $ 2,024,610 $ 1,973,884 Less: Settlements of Commodity Derivatives — (289,228) Realized Coal Revenue 2,024,610 1,684,656 Operating and Other Costs 1,120,065 949,222 Less: Other Costs (Non-Production and non-PAMC) (180,173) (114,817) Cash Cost of Coal Sold $ 939,892 $ 834,405 Total Tons Sold (in millions) 26.0 24.1 Average Realized Coal Revenue per Ton Sold $ 77.74 $ 69.89 Less: Average Cash Cost of Coal Sold per Ton 36.10 34.56 Average Cash Margin per Ton Sold $ 41.64 $ 35.33 We define adjusted EBITDA as (i) net income (loss) plus income taxes, interest expense and depreciation, depletion and amortization, as adjusted for (ii) certain non-cash items, such as stock-based compensation, loss on debt extinguishment and fair value adjustments of commodity derivative instruments.
Years Ended December 31, 2024 2023 Total Coal Revenue (PAMC Segment) $ 1,683,200 $ 2,024,610 Operating and Other Costs 1,270,696 1,120,065 Less: Other Costs (Non-Production and non-PAMC) (297,557) (180,173) Cash Cost of Coal Sold $ 973,139 $ 939,892 Total Tons Sold (in millions) 25.7 26.0 Average Coal Revenue per Ton Sold $ 65.54 $ 77.74 Less: Average Cash Cost of Coal Sold per Ton 37.89 36.10 Average Cash Margin per Ton Sold $ 27.65 $ 41.64 We define adjusted EBITDA as (i) net income (loss) plus income taxes, interest expense and depreciation, depletion and amortization, as adjusted for (ii) certain non-cash items, such as stock-based compensation and loss on debt extinguishment and (iii) certain one-time transactions, such as merger-related expenses and certain litigation expenses for specific proceedings that arise outside of the ordinary course of our business.
The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Management is currently evaluating the impact of this guidance, but does not expect this update to have a material impact on the Company's financial statements. 71 Table of Contents
Management is currently evaluating the impact of this guidance, but does not expect this update to have a material impact on the Company's financial statements. 76 Table of Contents
Miscellaneous Other Income Miscellaneous other income was $53 million for the year ended December 31, 2023, compared to $24 million for the year ended December 31, 2022.
Freight revenue and freight expense were both $274 million for the year ended December 31, 2024, compared to $294 million for the year ended December 31, 2023. Miscellaneous Other Income Miscellaneous other income was $80 million for the year ended December 31, 2024, compared to $53 million for the year ended December 31, 2023.
Refer to Note 15 – Pension and Other Postretirement Benefit Plans and Note 16 – Coal Workers’ Pneumoconiosis and Workers’ Compensation for additional information concerning material cash requirements in future years.
Refer to Note 15 – Pension and Other Postretirement Benefit Plans and Note 16 – Coal Workers’ Pneumoconiosis and Workers’ Compensation for additional information concerning material cash requirements in future years. 74 Table of Contents The Company expects to make payments of $74 million on its environmental obligations and $82 million on its other current financial obligations in the next 12 months.
Treasury securities, borrowings under the revolving credit facility and securitization facility (which are discussed below), and, if necessary, the ability to issue additional equity or debt securities.
Liquidity and Capital Resources The Company's potential sources of liquidity include cash generated from operations, cash on hand, short-term investments of U.S. Treasury securities, borrowings under the revolving credit facility and securitization facility (which are discussed below), and, if necessary, the ability to issue additional equity or debt securities.
The following table presents results by reportable segment for each of the periods indicated. 61 Table of Contents Year Ended December 31, 2023 2022 Variance PAMC Total Tons Produced (in millions) 26.1 23.9 2.2 Total Tons Sold (in millions) 26.0 24.1 1.9 Average Realized Coal Revenue per Ton Sold (1) $ 77.74 $ 69.89 $ 7.85 Average Cash Cost of Coal Sold per Ton (1) $ 36.10 $ 34.56 $ 1.54 Average Cash Margin per Ton Sold (1) $ 41.64 $ 35.33 $ 6.31 Adjusted EBITDA (in thousands) (1) $ 1,019,161 $ 773,095 $ 246,066 CONSOL Marine Terminal Throughput Tons (in millions) 19.0 13.7 5.3 Adjusted EBITDA (in thousands) (1) $ 80,322 $ 52,259 $ 28,063 (1) Adjusted EBITDA is a non-GAAP financial measure, and average realized coal revenue per ton sold, average cash cost of coal sold per ton and average cash margin per ton sold are operating ratios derived from non-GAAP financial measures.
Year Ended December 31, 2024 2023 Variance PAMC Total Tons Produced (in millions) 25.7 26.1 (0.4) Total Tons Sold (in millions) 25.7 26.0 (0.3) Average Coal Revenue per Ton Sold $ 65.54 $ 77.74 $ (12.20) Average Cash Cost of Coal Sold per Ton (1) $ 37.89 $ 36.10 $ 1.79 Average Cash Margin per Ton Sold (1) $ 27.65 $ 41.64 $ (13.99) Adjusted EBITDA (in thousands) (1) $ 649,012 $ 1,019,161 $ (370,149) CONSOL Marine Terminal Throughput Tons (in millions) 17.0 19.0 (2.0) Adjusted EBITDA (in thousands) (1) $ 57,397 $ 80,322 $ (22,925) 66 Table of Contents (1) Adjusted EBITDA is a non-GAAP financial measure, and average cash cost of coal sold per ton and average cash margin per ton sold are operating ratios derived from non-GAAP financial measures.
Income Taxes Deferred tax assets and liabilities are recognized using enacted tax rates for the estimated future tax effects of temporary differences between the book and tax basis of recorded assets and liabilities.
Future results of operations for any particular quarterly or annual period could be materially affected by changes in the Company’s assumptions. 68 Table of Contents Income Taxes Deferred tax assets and liabilities are recognized using enacted tax rates for the estimated future tax effects of temporary differences between the book and tax basis of recorded assets and liabilities.
At December 31, 2023, CONSOL Energy had deferred tax liabilities in excess of deferred tax assets of approximately $36 million. 63 Table of Contents CONSOL Energy evaluates all tax positions taken on the state and federal tax filings to determine if the position is more likely than not to be sustained upon examination.
The Company evaluates all tax positions taken on the state and federal tax filings to determine if the position is more likely than not to be sustained upon examination.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeFurthermore, if the currencies of CONSOL Energy's overseas customers were to significantly decline in value in comparison to the U.S. dollar, those customers may seek decreased prices for the coal the Company sells to them. Consequently, currency fluctuations could adversely affect the competitiveness of CONSOL Energy's coal in international markets. 72 Table of Contents
Biggest changeFurthermore, if the currencies of the Company's overseas customers were to significantly decline in value in comparison to the U.S. dollar, those customers may seek decreased prices for the coal the Company sells to them. Consequently, currency fluctuations could adversely affect the competitiveness of the Company's coal in international markets. 77 Table of Contents
CONSOL Energy sells coal in the spot market and under both short-term and multi-year contracts that may contain prices subject to pre-established price adjustments that reflect (i) variances in the quality characteristics of coal delivered to the customer beyond threshold quality characteristics specified in the applicable sales contract, (ii) the actual calorific value of coal delivered to the customer, (iii) changes in electric power prices in the markets in which the Company's customers operate, as adjusted for any factors set forth in the applicable contract, and/or (iv) changes in published indices.
The Company sells coal in the spot market and under both short-term and multi-year contracts that may contain prices subject to pre-established price adjustments that reflect (i) variances in the quality characteristics of coal delivered to the customer beyond threshold quality characteristics specified in the applicable sales contract, (ii) the actual calorific value of coal delivered to the customer, (iii) changes in electric power prices in the markets in which the Company's customers operate, as adjusted for any factors set forth in the applicable contract, and/or (iv) changes in published indices.
If CONSOL Energy's competitors' currencies decline against the U.S. dollar or against the Company's international customers' local currencies, those competitors may be able to offer lower prices for coal to the Company's customers on an exchanged adjusted basis.
If the Company's competitors' currencies decline against the U.S. dollar or against the Company's international customers' local currencies, those competitors may be able to offer lower prices for coal to the Company's customers on an exchanged adjusted basis.
Foreign Exchange Rate Risk All of CONSOL Energy’s transactions are denominated in U.S. dollars, and, as a result, any fluctuations in currency exchange rates would have no impact to the Company's current financial transactions.
Foreign Exchange Rate Risk All of the Company’s transactions are denominated in U.S. dollars, and, as a result, any fluctuations in currency exchange rates would have no impact to the Company's current financial transactions.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK In addition to the risks inherent in operations, CONSOL Energy is exposed to financial, market, political and economic risks. The following discussion provides additional detail regarding the Company's exposure to the risks related to changes in commodity prices, interest rates and foreign exchange rates.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK In addition to the risks inherent in operations, the Company is exposed to financial, market, political and economic risks. The following discussion provides additional detail regarding the Company's exposure to the risks related to changes in commodity prices, interest rates and foreign exchange rates.
CONSOL Energy has established risk management policies and procedures to strengthen the internal control environment of the marketing of commodities produced from its asset base. The Company's primary method of mitigating commodity price volatility is through short-term and multi-year fixed-price contracts.
The Company has established risk management policies and procedures to strengthen the internal control environment of the marketing of commodities produced from its asset base. The Company's primary method of mitigating commodity price volatility is through short-term and multi-year fixed-price contracts.
Commodity Price Risk CONSOL Energy is exposed to market price risk in the normal course of selling coal.
Commodity Price Risk The Company is exposed to market price risk in the normal course of selling coal.
Interest Rate Risk At December 31, 2023, CONSOL Energy's aggregate principal amount of debt outstanding is predominantly under fixed-rate instruments, and only $2 million of outstanding debt is subject to interest rate sensitivity.
Interest Rate Risk At December 31, 2024, the Company's aggregate principal amount of debt outstanding is predominantly under fixed-rate instruments, and only $2 million of outstanding debt is subject to interest rate sensitivity.

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