ALLIANCE RESOURCE PARTNERS LP 10-K

ITEM 9A. CONTROLS AND PROCEDURES ​ Disclosure Controls and Procedures . We maintain controls and procedures designed to provide reasonable assurance that information required to be disclosed in the reports we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosures. As required by Rule 13a-15(b) of the Securities Exchange Act of 1934 ("Exchange Act"), we have evaluated, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Exchange Act) as of December 31, 2020. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these controls and procedures are effective as of December 31, 2020. ​ Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the ARLP Partnership have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that simple errors or mistakes can occur. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We monitor our disclosure controls and internal controls and make modifications as necessary; our intent in this regard is that the disclosure controls and the internal controls will be maintained as systems change and conditions warrant. ​ Management's Annual Report on Internal Control over Financial Reporting . Management of the ARLP Partnership is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) under the Exchange Act. The ARLP Partnership's internal control over financial reporting is designed to provide reasonable assurance to our management and Board of Directors of our general partner regarding the preparation and fair presentation of published financial statements. Our controls are designed to provide reasonable assurance that the ARLP Partnership's assets are protected from unauthorized use and that transactions are executed in accordance with established authorizations and properly recorded. The internal controls are supported by written policies and are complemented by a staff of competent business process owners and an internal auditor supported by competent and qualified external resources used to assist in testing the operating effectiveness of the ARLP Partnership's internal control over financial reporting. Management concluded that the design and operations of our internal controls over financial reporting at December 31, 2020 are effective and provide reasonable assurance the books and records accurately reflect the transactions of the ARLP Partnership. ​ Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. ​ Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control — Integrated Framework (2013) . Based on its assessment, management concluded that, as of December 31, 2020, the ARLP Partnership's internal control over financial reporting 137 Table of Contents was effective based on those criteria, and management believes that we have no material internal control weaknesses in our financial reporting process. ​ Ernst & Young LLP, an independent registered public accounting firm, has made an independent assessment of the effectiveness of our internal control over financial reporting as of December 31, 2020, as stated in their report that is included herein. ​ Changes in Internal Controls Over Financial Reporting . There have not been any changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) of the Exchange Act) in the three months ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. ​ ​ ​ 138 Table of Contents Report of Independent Registered Public Accounting Firm ​ ​ ​ The Board of Directors of Alliance Resource Management GP, LLC and the Partners of Alliance Resource Partners, L.P. ​ Opinion on Internal Control over Financial Reporting We have audited Alliance Resource Partners, L.P. and subsidiaries’ internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Alliance Resource Partners, L.P. and subsidiaries (the Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria . ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), cash flows and partners’ capital for each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2), and our report dated February 23, 2021 expressed an unqualified opinion thereon. ​ Basis for Opinion The Partnership’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. ​ Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. ​ Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized 139 Table of Contents acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. ​ Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ /s/ Ernst & Young LLP ​ Tulsa, Oklahoma February 23, 2021 ​ ITEM 9B. OTHER INFORMATION ​ None. ​ 140 Table of Contents ​ PART III ​ ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE GENERAL PARTNER ​ As is commonly the case with publicly traded limited partnerships, we are managed and operated by our general partner. The following table shows information for executive officers and members of the Board of Directors as of the date of the filing of this Annual Report on Form 10-K. Executive officers and directors are elected until death, resignation, retirement, disqualification, or removal. ​ Imothy ​ ​ Name Age Position With Our General Partner ​ ​ ​ ​ ​ Joseph W. Craft III ​ 70 ​ Chairman, President and Chief Executive Officer ​ ​ ​ ​ ​ Brian L. Cantrell ​ 61 ​ Senior Vice President and Chief Financial Officer ​ ​ ​ ​ ​ R. Eberley Davis ​ 63 ​ Senior Vice President, General Counsel and Secretary ​ ​ ​ ​ ​ Robert J. Fouch ​ 63 ​ Vice President, Controller and Chief Accounting Officer ​ ​ ​ ​ ​ Robert G. Sachse ​ 72 ​ Executive Vice President ​ ​ ​ ​ ​ Kirk D. Tholen ​ 48 ​ Senior Vice President and Chief Strategic Officer ​ ​ ​ ​ ​ Charles R. Wesley ​ 66 ​ Executive Vice President and Director ​ ​ ​ ​ ​ Timothy J. Whelan ​ 58 ​ Senior Vice President - Sales and Marketing of Alliance Coal, LLC ​ ​ ​ ​ ​ Thomas M. Wynne ​ 64 ​ Senior Vice President and Chief Operating Officer ​ ​ ​ ​ ​ Nick Carter ​ 74 ​ Director and Member of Audit, Compensation and Conflicts Committees ​ ​ ​ ​ ​ Robert J. Druten ​ 73 ​ Director and Member of Audit, Compensation and Conflicts* Committees ​ ​ ​ ​ ​ John H. Robinson ​ 70 ​ Director and Member of Audit, Compensation* and Conflicts Committees ​ ​ ​ ​ ​ Wilson M. Torrence ​ 79 ​ Director and Member of Audit* and Compensation Committees * Indicates Chairman of Committee. ​ Joseph W. Craft III has been President, Chief Executive Officer ("CEO") and a Director since August 1999, Chairman of the Board of Directors since January 1, 2019, and indirectly owns our general partner. Previously Mr. Craft served as President of MAPCO Coal Inc. since 1986. During that period, he also was Senior Vice President of MAPCO Inc. and had previously been that company's General Counsel and Chief Financial Officer. He is a former Chairman and current Board member of the National Coal Council, a Board Member of the National Mining Association, and a Director and past Chairman of the America's Power. Mr. Craft is a Director and former Chairman of the Kentucky Chamber of Commerce. He has been a Director of BOK Financial Corporation (NASDAQ: BOKF) since 2007 and chairman of its compensation committee since 2014. Mr. Craft holds a Bachelor of Science degree in Accounting and a Juris Doctorate degree from the University of Kentucky. Mr. Craft also is a graduate of the Senior Executive Program of the Alfred P. Sloan School of Management at Massachusetts Institute of Technology. The specific experience, qualifications, attributes or skills that led to the conclusion Mr. Craft should serve as a Director include his long history of significant involvement in the coal industry, his demonstrated business acumen and his exceptional leadership of the Partnership since its inception. ​ Brian L. Cantrell has been Senior Vice President and Chief Financial Officer since October 2003. Prior to his current position, Mr. Cantrell was President of AFN Communications, LLC from November 2001 to October 2003 where he had previously served as Executive Vice President and Chief Financial Officer after joining AFN in September 2000. Mr. Cantrell's previous positions include Chief Financial Officer, Treasurer and Director with Brighton Energy, LLC from August 1997 to September 2000; Vice President—Finance of KCS Medallion Resources, Inc.; and Vice President—Finance, Secretary and Treasurer of Intercoast Oil and Gas Company. Mr. Cantrell is a Certified Public Accountant and holds Master of Accountancy and Bachelor of Accountancy degrees from the University of Oklahoma. 141 Table of Contents ​ R. Eberley Davis has been Senior Vice President, General Counsel and Secretary since February 2007. From 2003 to February 2007, Mr. Davis practiced law in the Lexington, Kentucky office of Stoll Keenon Ogden PLLC. Prior to joining Stoll Keenon Ogden, Mr. Davis was Vice President, General Counsel and Secretary of Massey Energy Company for one year. Mr. Davis also served in various positions, including Vice President and General Counsel, for Lodestar Energy, Inc. from 1993 to 2002. Mr. Davis is an alumnus of the University of Kentucky, where he received a Bachelor of Arts degree in Economics and his Juris Doctorate degree. He also holds a Master of Business Administration degree from the University of Kentucky. Mr. Davis is a Trustee of the Energy and Mineral Law Foundation, and a member of the Kentucky Bar Association. ​ Robert J. Fouch became Chief Accounting Officer in February 2019. Since August 2006, Mr. Fouch has served as Vice President and Controller. Prior to his current position, from 1999 to 2006, Mr. Fouch served as Assistant Controller. Mr. Fouch joined Alliance's predecessor, MAPCO Inc. in 1981 and held a variety of accounting positions of increasing responsibility. He worked for the audit firm of Deloitte, Haskins and Sells prior to joining MAPCO. He is a Certified Public Accountant and holds a Bachelor of Science degree in Accounting from Oral Roberts University. ​ Robert G. Sachse has been Executive Vice President since August 2000. From November 2006 until the beginning of 2016, Mr. Sachse had responsibility for our coal marketing, sales and transportation functions. Mr. Sachse was also Vice Chairman of our general partner from August 2000 to January 2007. Mr. Sachse was Executive Vice President and Chief Operating Officer of MAPCO Inc. from 1996 to 1998 when MAPCO merged with The Williams Companies. Mr. Sachse held various positions while with MAPCO Coal Inc. from 1982 to 1991, and was promoted to President of MAPCO Natural Gas Liquids in 1992. Mr. Sachse holds a Bachelor of Science degree in Business Administration from Trinity University and a Juris Doctorate degree from the University of Tulsa. ​ Kirk D. Tholen became Senior Vice President and Chief Strategic Officer in December 2019 and also serves as President of ARLP's oil & gas minerals business. Prior to his current position, Mr. Tholen most recently served as a Managing Director within the Oil & Gas Group and Head of the Acquisitions and Divestitures ("A&D") Practice for Houlihan Lokey in Houston. From 2012 to 2015, he was Head of A&D for Credit Agricole CIB and was responsible for creating and leading their A&D platform to service domestic and cross-border client transactions as well as assisting in reserve-base lending, equity offerings and high yield debt offerings. From 2006 to 2012, Mr. Tholen provided business development, marketing, transaction management, negotiating and closing services to clients at Albrecht & Associates, Inc., a sell-side E&P boutique advisory firm. His previous industry experience also includes serving as a Region Engineer for BJ Services from 1996 to 2006, where he provided drilling and fracturing technical services to clients operating in the lower 48 and Gulf of Mexico predominately as a dedicated in-house engineer focused on drilling and completions for BP, Conoco and Devon. Mr. Tholen began his career in 1992 joining UNOCAL's Louisiana inland waters and shallow shelf operation and reservoir engineering team. He holds a Bachelor of Science degree in Chemical Engineering from the University of Louisiana at Lafayette and a Master of Business Administration degree from the University of Houston. ​ Charles R. Wesley has been a Director since January 2009 and Executive Vice President since March 2009. Mr. Wesley has served in a variety of capacities since joining the company in 1974, including as Senior Vice President—Operations from August 1996 through February 2009. Mr. Wesley is a former Chairman of the Board of Directors of the Kentucky Coal Association and also has served the industry as past President of the West Kentucky Mining Institute and National Mine Rescue Association Post 11, and as a director of the Kentucky Mining Institute. Mr. Wesley holds a Bachelor of Science degree in Mining Engineering from the University of Kentucky. The specific experience, qualifications, attributes or skills that led to the conclusion Mr. Wesley should serve as a Director include his long history of significant involvement in the coal industry, his successful leadership of the Partnership's operations, and his knowledge and technical expertise in all aspects of producing and marketing coal. ​ Timothy J. Whelan has been Senior Vice President - Sales and Marketing of Alliance Coal, LLC since May 2013. Since joining Alliance in September 2003, Mr. Whelan has held several positions with increasing responsibility, serving as Vice President – Sales prior to his current position. Mr. Whelan previously served in various business development positions for MAPCO Inc. and as Director, Power & Gas Origination for Williams Energy Marketing and Trading. Mr. Whelan has over 30 years of energy industry experience, and is a former board member of the American Coal Council and The Coal Institute. Mr. Whelan holds a Bachelor of Science degree in Finance from the University of Arkansas. ​ Thomas M. Wynne has been Senior Vice President and Chief Operating Officer since March 2009. Mr. Wynne joined the company in 1981 as a mining engineer and has held a variety of positions with the company prior to his appointment 142 Table of Contents in July 1998 as Vice President—Operations. Mr. Wynne has served the coal industry on the National Executive Committee for National Mine Rescue and previously as a member of the Coal Safety Committee for the National Mining Association. In addition, Mr. Wynne is a past Chairman of the Kentucky Coal Association. Mr. Wynne holds a Bachelor of Science degree in Mining Engineering from the University of Pittsburgh and a Master of Business Administration degree from West Virginia University. ​ Nick Carter became a Director in April 2015. Mr. Carter is a member of the Audit, Compensation and Conflicts Committees. Mr. Carter retired as President and Chief Operating Officer of Natural Resource Partners L.P. (NYSE: NRP) on September 1, 2014, having served in such capacities since 2002 and in other roles for NRP or its affiliates since 1990. Prior to 1990, Mr. Carter held various positions with MAPCO Coal Corporation and was engaged in the private practice of law. Mr. Carter also serves on the board of directors, the audit committee and as chairman of the compensation committee of Community Trust Bancorp, Inc. (NASDAQ: CTBI). Mr. Carter previously served as chairman of the National Council of Coal Lessors for 12 years and as chairman of the West Virginia Chamber of Commerce. He also previously served as a board member of the West Virginia Coal Association, the Indiana Coal Council, the National Mining Association, and ACCCE. Mr. Carter has served as a board member of the Kentucky Coal Association for over 20 years and currently is its Treasurer. Mr. Carter holds Bachelor and Juris Doctorate degrees from the University of Kentucky and a Master of Business Administration degree from the University of Hawaii. The specific experience, qualifications, attributes or skills that led to the conclusion Mr. Carter should serve as a Director include his extensive experience in the coal and energy industries and in senior corporate leadership. ​ Robert J. Druten became a Director effective January 1, 2019. Mr. Druten is Chairman of the Conflicts Committee and is a member of the Audit and Compensation Committees. From January 2007 through 2018, Mr. Druten was a member of the board of directors of Alliance GP, LLC, the former general partner of AHGP. From September 1994 until his retirement in August 2006, Mr. Druten served as Executive Vice President and Chief Financial Officer of Hallmark Cards, Inc. Mr. Druten holds a Bachelor of Science degree in Accounting from the University of Kansas as well as a Masters of Business Administration from Rockhurst University. Mr. Druten currently serves as Chairman of the Board of Directors of Kansas City Southern Industries, Inc. (NYSE: KSU), a transportation and financial services company, and is Chairman of its executive committee, and is a member of its compensation committee and nominating and governance committees. Mr. Druten is also a Trustee and Chairman of the Board of Entertainment Properties Trust (NYSE: EPR), a real estate investment trust focused on the acquisition of movie theatre complexes and other entertainment related properties, and is a member of its audit, compensation, finance and governance committees. Mr. Druten previously served as a director of American Italian Pasta, from 2007 until it was acquired by Ralcorp Holdings in July, 2010, where he was the Chair of the Audit Committee and also served on the Compensation Committee. The specific experience, qualifications, attributes or skills that led to the conclusion Mr. Druten should serve as Director are demonstrated by his lengthy and distinguished service as Chief Financial Officer of Hallmark, including direct oversight of a public company subsidiary, and his extensive experience serving as a director of public companies in multiple industries. ​ John H. Robinson became a Director in December 1999. Mr. Robinson is Chairman of the Compensation Committee and a member of the Audit and Conflicts Committees. Mr. Robinson is Chairman of Hamilton Ventures, LLC. From 2003 to 2004, he was Chairman of EPC Global, Ltd., an engineering staffing company. From 2000 to 2002, he was Executive Director of Amey plc, a British business process outsourcing company. Mr. Robinson served as Vice Chairman of Black & Veatch, Inc. from 1998 to 2000. He began his career at Black & Veatch in 1973 and was a General Partner and Managing Partner prior to becoming Vice Chairman when the firm incorporated. Mr. Robinson is a Director of Coeur Mining Corporation and a member of its executive and audit committees and chairman of its compensation committee. Mr. Robinson is also a Director of Olsson Associates. He holds Bachelor and Master of Science degrees in Engineering from the University of Kansas and is a graduate of the Owner-President-Management Program at the Harvard Business School. The specific experience, qualifications, attributes or skills that led to the conclusion Mr. Robinson should serve as a Director include his significant experience in the engineering and consulting industries, his extensive service in senior corporate leadership positions in both industries and his familiarity with financial matters. ​ Wilson M. Torrence became a Director in January 2007. Mr. Torrence is Chairman of the Audit Committee and a member of the Compensation Committee. From April 2015 through June 2018, Mr. Torrence was also a member of the board of directors of Alliance GP, LLC, the former general partner of AHGP, and chairman of its audit committee. Mr. Torrence retired from Fluor Corporation in 2006 as a Senior Vice President of Project Development and Investments and after retirement has performed investment and business consulting services for various clients. Mr. Torrence was employed at Fluor from 1989 to 2006 where, among other roles, he was responsible for the global Project Investment and Structured Finance Group and served as Chairman of Fluor's Investment Committee. In that position, Mr. Torrence had 143 Table of Contents executive responsibility for Fluor's global activities in developing and arranging third-party financing for some of Fluor's clients' construction projects. Prior to joining Fluor in 1989, Mr. Torrence was President and CEO of Combustion Engineering Corporation's Waste to Energy Division and, during that time, also served as Chairman of the Institute of Resource Recovery, a Washington-based industry advocacy organization. Mr. Torrence began his career at Mobil Oil Corporation, where he held several executive positions, including Assistant Treasurer of Mobil's International Marketing and Refining Division and Chief Financial and Planning Officer of Mobil Land Development Company. Mr. Torrence holds a Bachelor and a Master of Business Administration degree from Virginia Tech University. The specific experience, qualifications, attributes or skills that led to the conclusion Mr. Torrence should serve as a Director include his extensive experience in the construction and energy businesses, his senior corporate finance-related and other leadership positions and his participation in numerous financing transactions. ​ Board of Directors ​ Mr. Craft, who has been President and CEO and a member of the Board of Directors since ARLP's inception, assumed the Chairman role effective January 1, 2019 following the retirement of Mr. John P. Neafsey, who served as Chairman from ARLP’s inception through 2018. We believe this leadership structure of the Board of Directors is appropriate for the Partnership given Mr. Craft's extensive knowledge of our industry, significant ownership position and proven leadership of the Partnership. ​ The Board of Directors generally administers its risk oversight function through the board as a whole. The Chairman, President and CEO, who reports to the Board of Directors, and the other executives named above, who report to the Chairman, President and CEO, have day-to-day risk management responsibilities. At the Board of Directors' request, each of these executives attends the meetings of the Board of Directors, where the Board of Directors routinely receives reports on our financial results, the status of our operations and our safety performance, and other aspects of implementation of our business strategy, with ample opportunity for specific inquiries of management. In addition, management provides periodic reports of the Partnership's financial and operational performance to each member of the Board of Directors. The Audit Committee provides additional risk oversight through its quarterly meetings, where it receives a report from the Partnership's internal auditor, who reports directly to the Audit Committee, and reviews the Partnership's contingencies, significant transactions and subsequent events, among other matters, with management and our independent auditors. ​ The Board of Directors has selected as director nominees individuals with experience, skills and qualifications relevant to the business of the Partnership, such as experience in energy or related industries or with financial markets, expertise in mining, engineering or finance, and a history of service in senior leadership positions. The Board of Directors has not established a formal process for identifying director nominees, nor does it have a formal policy regarding consideration of diversity in identifying director nominees, but has endeavored to assemble a diverse group of individuals with the qualities and attributes required to provide effective oversight of the Partnership. ​ Audit Committee ​ The Audit Committee comprises all four non-employee members of the Board of Directors (Messrs. Carter, Druten, Robinson and Torrence). After reviewing the qualifications of the current members of the Audit Committee, and any relationships they may have with us that might affect their independence, the Board of Directors has determined that all current Audit Committee members are "independent" as that concept is defined in Section 10A of the Exchange Act, all current Audit Committee members are "independent" as that concept is defined in the applicable rules of NASDAQ Stock Market, LLC, all current Audit Committee members are financially literate, and Mr. Torrence qualifies as an "audit committee financial expert" under the applicable rules promulgated pursuant to the Exchange Act. ​ Report of the Audit Committee ​ The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. Management has primary responsibility for the financial statements and the reporting process including the systems of internal controls. The Audit Committee has responsibility for the appointment, compensation and oversight of the work of our independent registered public accounting firm and assists the Board of Directors by conducting its own review of our: ​ ● filings with the SEC pursuant to the Securities Act of 1933 ("Securities Act") and the Exchange Act (i.e., Forms 10-K, 10-Q, and 8-K); ​ 144 Table of Contents ● press releases and other communications by us to the public concerning earnings, financial condition and results of operations, including changes in distribution policies or practices affecting the holders of our units, if such review is not undertaken by the Board of Directors; ​ ● systems of internal controls regarding finance and accounting that management and the Board of Directors have established; and ​ ● auditing, accounting and financial reporting processes generally. ​ In fulfilling its oversight and other responsibilities, the Audit Committee met eight times during 2020. The Audit Committee's activities included, but were not limited to: (a) selecting the independent registered public accounting firm, (b) meeting periodically in executive session with the independent registered public accounting firm, (c) reviewing the Quarterly Reports on Form 10-Q for the three months ended March 31, June 30, and September 30, 2020, (d) performing a self-assessment of the committee, (e) reviewing the Audit Committee charter, and (f) reviewing the overall scope, plans and findings of our internal auditor. Based on the results of the annual self-assessment, the Audit Committee believes that it satisfied the requirements of its charter. The Audit Committee also reviewed and discussed with management and the independent registered public accounting firm this Annual Report on Form 10-K, including the audited financial statements. ​ Our independent registered public accounting firm, Ernst & Young LLP ("EY"), is responsible for expressing an opinion on the conformity of the audited financial statements with GAAP. The Audit Committee reviewed with EY its judgment as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee pursuant to the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC. ​ The Audit Committee received written disclosures and the letter from EY required by applicable requirements of the PCAOB Rule 3526, "Communication with Audit Committees Concerning Independence," and has discussed with EY its independence from management and the ARLP Partnership. ​ Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2020 for filing with the SEC. ​ Members of the Audit Committee: ​ Wilson M. Torrence, Chairman Nick Carter Robert J. Druten John H. Robinson ​ Code of Ethics ​ We have adopted a code of ethics with which the Chairman, President and CEO and the senior financial officers (including the principal financial officer and the principal accounting officer) are expected to comply. The code of ethics is publicly available on our website under "Investor Relations" at www.arlp.com and is available in print without charge to any unitholder who requests it. Such requests should be directed to Investor Relations at (918) 295-7674. If any substantive amendments are made to the code of ethics or if there is a grant of a waiver, including any implicit waiver, from a provision of the code to the President and CEO, Chief Financial Officer, or Chief Accounting Officer, we will disclose the nature of such amendment or waiver on our website or in a report on Form 8-K. ​ Communications with the Board ​ Unitholders or other interested parties can contact any director or committee of the Board of Directors by writing to them c/o Senior Vice President, General Counsel and Secretary, P.O. Box 22027, Tulsa, Oklahoma 74121-2027. Comments or complaints relating to our accounting, internal accounting controls or auditing matters will also be referred to members of the Audit Committee. The Audit Committee has procedures for (a) receipt, retention and treatment of 145 Table of Contents complaints received by us regarding accounting, internal accounting controls, or auditing matters and (b) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. ​ Section 16(a) Beneficial Ownership Reporting Compliance ​ Section 16(a) of the Exchange Act, as amended, requires directors, executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports or changes in ownership of such equity securities. Based upon a review of the copies of the forms furnished to us and written representations from certain reporting persons, we believe that during 2020 none of our directors or executive officers or persons who beneficially owned more than ten percent of a registered class of our equity securities were delinquent with respect to any of the filing requirements under Section 16(a). ​ Reimbursement of Expenses of our General Partner and its Affiliates ​ Our general partner does not receive any management fee or other compensation in connection with its management of us. Our general partner is reimbursed by us for all expenses incurred on our behalf. Please see "Item 13. Certain Relationships and Related Transactions, and Director Independence— Administrative Services ." ​ ITEM 11. EXECUTIVE COMPENSATION ​ Compensation Discussion and Analysis ​ Introduction ​ The Compensation Committee oversees the compensation of our general partner's executive officers, including the Chairman, President and CEO, our principal executive officer, the Senior Vice President and Chief Financial Officer, our principal financial officer, and the three most highly compensated executive officers in 2020, each of whom is named in the Summary Compensation Table (collectively, our "Named Executive Officers"). Our Named Executive Officers are employees of our operating subsidiary, Alliance Coal. ​ Compensation Objectives and Philosophy ​ The compensation of our Named Executive Officers is designed to achieve two key objectives: (i) provide a competitive compensation opportunity to allow us to recruit and retain key management talent, and (ii) motivate and reward the executive officers for creating sustainable, capital-efficient growth in available cash to maximize our distributions to our unitholders. In making decisions regarding executive compensation, the Compensation Committee reviews current compensation levels of other companies in the coal industry and other peers, considers the Chairman, President and CEO's assessment of each of the other executives, and uses its discretion to determine an appropriate total compensation package of base salary and short-term and long-term incentives. The Compensation Committee intends for each executive officer's total compensation to be competitive in the marketplace and to effectively motivate the officer. Based upon its review of our overall executive compensation program, the Compensation Committee believes the program is appropriately applied to our general partner's executive officers and is necessary to attract and retain the executive officers who are essential to our continued development and success, to compensate those executive officers for their contributions and to enhance unitholder value. Moreover, the Compensation Committee believes the total compensation opportunities provided to our general partner's executive officers create alignment with our long-term interests and those of our unitholders. As a result, we do not maintain unit ownership requirements for our Named Executive Officers. ​ Setting Executive Compensation ​ We have not historically maintained employment agreements with any of our Named Executive Officers. We provided an employment letter to our Senior Vice President and Chief Strategic Officer, Mr. Tholen (the "Tholen Employment Letter"), in connection with his hiring in December 2019 setting forth the terms of his employment, which we determined were necessary to successfully hire Mr. Tholen and in the best interests of the Company. The Tholen Employment Letter provides for, among other things, (i) an initial annual base salary of $500,000.00, (ii) an award in 2019 under the LTIP having value on the grant date of $1 million and (iii) a one-time signing bonus of $1.5 million, which was paid or is payable in three equal cash installments of $500,000 in December 2019, 2020 and 2021, subject to Mr. Tholen's continued employment through such dates. The Tholen Employment Letter also provides that if Mr. Tholen’s employment 146 Table of Contents is involuntarily terminated on or before December 31, 2022, other than for Good Cause (as defined in the Tholen Employment Letter), Mr. Tholen will receive a severance payment in an amount equal to (a) two times Mr. Tholen's then-effective annual base salary, plus (b) two times the then-effective standard payout for Mr. Tholen under the short-term incentive plan ("STIP"), plus (c) any unpaid installment(s) of the one-time signing bonus described above, which amount shall be paid at the time of Mr. Tholen's termination of employment. The foregoing description of the Tholen Employment Letter does not purport to be complete and is qualified in its entirety by reference to the full and complete text of the Tholen Employment Letter, which is filed as an exhibit to this filing. ​ Role of the Compensation Committee ​ The compensation committee of our general partner ("Compensation Committee") discharges the Board of Directors' responsibilities relating to our general partner's executive compensation program. The Compensation Committee oversees our compensation and benefit plans and policies, administers our incentive bonus and equity participation plans, and reviews and approves annually all compensation decisions relating to our Named Executive Officers. The Compensation Committee is empowered by the Board of Directors and by the Compensation Committee's charter to make all decisions regarding compensation for our Named Executive Officers without ratification or other action by the Board of Directors. The Compensation Committee has authority to secure services for executive compensation matters, legal advice, or other expert services, both from within and outside the company. While the Compensation Committee is empowered to delegate all or a portion of its duties to a subcommittee, it has not done so. ​ The Compensation Committee comprises all of our directors who have been determined to be "independent" by the Board of Directors in accordance with applicable NASDAQ Stock Market, LLC and SEC regulations, presently Messrs. Robinson, Carter, Druten and Torrence. ​ Role of Executive Officers ​ Each year, the Chairman, President and CEO submits recommendations to the Compensation Committee for adjustments to the salary, bonuses and long-term equity incentive awards payable to our Named Executive Officers, excluding himself. The Chairman, President and CEO bases his recommendations on his assessment of each executive's performance, experience, demonstrated leadership, job knowledge and management skills. The Compensation Committee considers the recommendations of the Chairman, President and CEO as one factor in making compensation decisions regarding our Named Executive Officers. Historically, and in 2020, the Compensation Committee and the Chairman, President and CEO have been substantially aligned on decisions regarding compensation of the Named Executive Officers. As executive officers are promoted or hired during the year, the Chairman, President and CEO makes compensation recommendations to the Compensation Committee and works closely with the Compensation Committee to ensure that all compensation arrangements for executive officers are consistent with our compensation philosophy and are approved by the Compensation Committee. At the direction of the Compensation Committee, the Chairman, President and CEO and the Senior Vice President, General Counsel and Secretary attend certain meetings of the Compensation Committee. ​ Use of Peer Group Comparisons ​ The Compensation Committee believes that it is important to review and compare our performance with that of peer companies in the coal industry, and reviews the composition of the peer group annually. The peer group for 2020 included Arch Coal, Inc., Consol Energy, Inc., Contura Energy, Inc., Natural Resource Partners L.P., Warrior Met Coal, Inc., and Peabody Energy Corporation. In assessing the competitiveness of our executive compensation program for 2020, the Compensation Committee, with the assistance of the Chairman, President and CEO, collected and analyzed peer group proxy information and developed a comparative analysis of base salaries, short-term incentives, total cash compensation, long-term incentives and total direct compensation. The Compensation Committee uses the peer group data as a point of reference for comparative purposes, but it is not the determinative factor for the compensation of our Named Executive Officers. The Compensation Committee exercises discretion in determining the nature and extent of the use of comparative pay data. ​ Consideration of Equity Ownership and CEO Compensation ​ Mr. Craft, the Chairman, President and CEO, is evaluated and treated differently with respect to compensation than our other Named Executive Officers. Mr. Craft and related entities own significant equity positions in ARLP and Mr. Craft indirectly owns our general partner. Because of these ownership positions, the interests of Mr. Craft are directly 147 Table of Contents aligned with those of our unitholders. Mr. Craft has not received an increase in base salary since 2002, has not received a bonus under our STIP since 2005 and did not receive any grants of LTIP awards from 2005 through 2015. On January 22, 2016, the Compensation Committee approved an LTIP award for Mr. Craft that vested on January 1, 2019. Mr. Craft has not received any subsequent LTIP awards. Beginning in February 2016, at Mr. Craft's request, his annual base salary was reduced to $1. ​ Compensation Components ​ Overview ​ The principal components of compensation for our Named Executive Officers (other than Mr. Craft) include: ​ ● base salary; ​ ● annual cash incentive bonus awards under the STIP; and ​ ● awards of restricted units under the LTIP. ​ The relative amount of each component is not based on any formula, but rather is based on the recommendation of the Chairman, President and CEO, subject to the discretion of the Compensation Committee to make any modifications it deems appropriate. ​ Each of our Named Executive Officers (including Mr. Craft) also receives supplemental retirement benefits through the Supplemental Executive Retirement Plan ("SERP"). In addition, all executive officers are entitled to customary benefits available to our employees generally, including group medical, dental, and life insurance and participation in our profit sharing and savings plan ("PSSP"). Our PSSP is a defined contribution plan and includes an employer matching contribution of 75% on the first 3% of eligible compensation contributed by the employee, an employer non-matching contribution of 0.75% of eligible compensation, and an employer supplemental contribution of 5% of eligible compensation. The PSSP provides an additional means of attracting and retaining qualified employees by providing tax-advantaged opportunities for employees to save for retirement. ​ Base Salary ​ When reviewing base salaries, the Compensation Committee's policy is to consider the individual's experience, tenure and performance, the individual's level of responsibility, the position's complexity and its importance to us in relation to other executive positions, our financial performance, and competitive pay practices. The Compensation Committee also considers comparative compensation data of companies in our peer group and the recommendation of the Chairman, President and CEO of our general partner. Base salaries are reviewed annually to ensure continuing consistency with market levels, and adjustments to base salaries are made as needed to reflect movement in the competitive market as well as individual performance. None of our Named Executive Officers received an increase in salary in 2020. ​ Annual Cash Incentive Bonus Awards ​ The STIP is designed to assist us in attracting, retaining and motivating qualified personnel by rewarding management, including our Named Executive Officers, and selected other salaried employees with cash awards for our achievement of an annual financial performance target. The annual performance target is recommended by the Chairman, President and CEO and approved by the Compensation Committee, typically in January of each year. The performance measure is subject to equitable adjustment in the sole discretion of the Compensation Committee to reflect the occurrence of any significant events during the year. ​ The performance target historically has been EBITDA-based, with items added or removed from the EBITDA calculation to ensure that the performance target reflects the operating results of our core business. (EBITDA is defined as net income of ARLP before net interest expense, income taxes, depreciation, depletion and amortization and net income attributable to noncontrolling interest.) The aggregate cash available for awards under the STIP each year is dependent on our actual financial results for the year compared to the annual performance target, and it increases in relationship to our EBITDA, as adjusted, exceeding the minimum threshold. Our STIP Guidelines provide that achieving the minimum threshold is the minimum acceptable result for a performance pay-out to occur under the STIP, although the Compensation Committee may determine satisfactory results and adjust the size of the pay-out pool in its sole discretion. In 2020, the 148 Table of Contents Compensation Committee approved a minimum financial performance target of $482.3 million in EBITDA from current operations, normalized by excluding any charges for unit-based and directors' compensation. For 2020, we did not achieve the minimum performance target and no performance pay-out was awarded. ​ If a performance pay-out pool is approved by the Compensation Committee, individual awards to our Named Executive Officers each year are determined by and in the discretion of the Compensation Committee. However, the Compensation Committee does not establish individual target payout amounts for the Named Executive Officers' STIP awards. As it does when reviewing base salaries, in determining individual awards under the STIP, the Compensation Committee considers its assessment of the individual's performance, our financial performance, comparative compensation data of companies in our peer group and the recommendation of the Chairman, President and CEO, although EBITDA-based performance targets described above are given significant weight. The compensation expense associated with STIP awards is recognized in the year earned, with the cash awards generally payable in the first quarter of the following calendar year. Termination of employment of an executive officer for any reason prior to payment of a cash award will result in forfeiture of any right to the award, unless and to the extent waived by the Compensation Committee in its discretion. ​ The performance measure for the STIP in 2021 will be EBITDA for current operations, excluding charges for unit-based and directors' compensation. As discussed above, the Compensation Committee may, in its discretion, make equitable adjustments to the performance criteria under the STIP and adjust the amount of the aggregate pay-out. The Compensation Committee believes the STIP performance criteria for 2021 will be reasonably difficult to achieve and therefore support our key compensation objectives discussed above. ​ The Compensation Committee maintains discretion to grant cash bonus awards outside of the STIP to address special situations. During 2020, certain Named Executive Officers received a discretionary cash bonus award. These bonuses were determined following the Compensation Committee’s review and discussion of retention and incentive concerns amidst the unique impacts of the COVID-19 pandemic. ​ These actions were taken by the Compensation Committee in recognition of the difficulty of managing our business through the unprecedented impacts of the COVID-19 pandemic and based on its determination that such actions were prudent and necessary to help retain and motivate our management team. ​ Equity Awards under the LTIP ​ Equity compensation pursuant to the LTIP is a key component of our executive compensation program. Our LTIP is sponsored by Alliance Coal. Under the LTIP, grants may be made of either (a) restricted units, (b) options to purchase common units (although to date, no grants of options have been made) or c) following an amendment of the LTIP in 2020, cash awards. The Compensation Committee has authority to determine the participants to whom restricted units are granted, the number of restricted units to be granted to each such participant, and the conditions under which the restricted units may become vested, including the duration of any vesting period. Annual grant levels for designated participants (including our Named Executive Officers) are recommended by our general partner's Chairman, President and CEO, subject to review and approval by the Compensation Committee. Grant levels are intended to support the objectives of the comprehensive compensation package described above. The LTIP grants provide our Named Executive Officers with the opportunity to achieve a meaningful ownership stake in the Partnership, thereby assuring that their interests are aligned with our success. Even though Mr. Craft was not granted an award under the LTIP from 2005 through 2020 with the exception of one grant in 2016, the Compensation Committee believes Mr. Craft's interests are directly aligned with the interests of our unitholders as a result of his ownership positions. There is no formula for determining the size of awards to any individual recipient and, as it does when reviewing base salaries and individual STIP payments, the Compensation Committee considers its assessment of the individual's performance, our financial performance, compensation levels at peer companies in the coal industry and the recommendation of the Chairman, President and CEO. Amounts realized from prior grants, including amounts realized due to changes in the value of our common units, are not considered in setting grant levels or other compensation for our Named Executive Officers. ​ Restricted Units. Restricted units granted under the LTIP are "phantom" or notional units that upon vesting entitle the participant to receive an ARLP common unit. Restricted units granted under the LTIP vest at the end of a stated period from the grant date, provided we achieve an aggregate performance target for that period. However, if a grantee's employment is terminated for any reason prior to the vesting of any restricted units, those restricted units will be automatically forfeited, unless the Compensation Committee, in its sole discretion, determines otherwise. The number of units actually distributed upon satisfaction of the applicable vesting requirements is reduced to cover the income tax 149 Table of Contents withholding requirement for each individual participant based upon the fair market value of the common units as of the date of distribution. At the Compensation Committee's discretion, grants of restricted units under the LTIP may include the contingent right to receive quarterly distributions in an amount equal to the cash distributions we make to unitholders during the vesting period ("DERs"). DERs are payable, in the discretion of the Compensation Committee, either in cash or in the form of additional Restricted Units credited to a book keeping account subject to the same vesting restrictions as the tandem award. ​ The performance target applicable to restricted unit awards under the LTIP is based on a normalized EBITDA measure, with that measure typically being similar to the STIP measure for the year of the grant. The target, however, requires achieving an aggregate performance level for the vesting period. We typically issue grants under the LTIP at the beginning of each year, with the exceptions of new employees who begin employment with us at some other time and job promotions that may occur at some other time. However, no grants under the LTIP have yet been made in 2021. The compensation expense associated with LTIP grants is recognized over the vesting period in accordance with FASB Accounting Standards Codification ("ASC") 718, Compensation — Stock Compensation . ​ Our general partner's policy is to grant restricted units pursuant to the LTIP to serve as a means of incentive compensation for performance. Therefore, no consideration will be payable by the LTIP participants upon receipt of the common units. Common units to be delivered upon the vesting of restricted units may be common units we already own, common units we acquire in the open market or from any other person, newly issued common units, or any combination of the foregoing. If we issue new common units upon payment of the restricted units instead of purchasing them, the total number of common units outstanding will increase. ​ The LTIP provides the Compensation Committee with discretion to determine the conditions for vesting (as well as all other terms and conditions) associated with any award under the plan, and to amend any of those conditions so long as an amendment does not materially reduce the benefit to the participant. The Compensation Committee believes the performance-related vesting conditions of all outstanding awards under the LTIP will be reasonably difficult to satisfy and therefore support our key compensation objectives discussed above. ​ 2018 LTIP Grants . On December 10, 2020 the Compensation Committee determined that the performance vesting requirement with respect to the restricted units granted under the LTIP on January 24, 2018 (the "2018 Grants") had been met, and approved amending the terms of the 2018 Grants to accelerate the date of vesting of the restricted units from January 1, 2021 to December 14, 2020 and to provide for settlement of the 2018 Grants in cash rather than units. The 2018 Grants vested on December 14, 2020 at a price of $4.99 per unit and were settled in cash. ​ 2019 and 2020 LTIP Grants. During the first quarter of 2020, it was determined the vesting performance requirement with respect to the restricted units granted under the LTIP on January 23, 2019 (the "2019 Grants") was not probable of being satisfied, and previously recognized expense for the 2019 Grants was reversed. During the fourth quarter of 2020, it was determined the vesting performance requirement with respect to the restricted units granted under the LTIP on January 22, 2020 (the "2020 Grants") was not probable of being satisfied, and previously recognized expense for the 2020 Grants was reversed. In December 2020, the 2019 Grants to all participants were canceled, the 2020 Grant to Mr. Tholen was canceled, and the Compensation Committee approved amending the terms of the 2020 Grants to participants other than Mr. Tholen. The amendments to the 2020 Grants revised the vesting performance requirement and increased the number of restricted units granted under the amended 2020 Grants. The amended 2020 Grants will vest on January 1, 2023, subject to the satisfaction of the vesting requirements. ​ In addition, in 2020 the Compensation Committee approved new 2020 service-based vesting LTIP awards. These awards will be settled in cash provided that the participant remain employed at the time of payment, which will be paid 75% in February 2022 and 25% in February 2023 for all participants other than Mr. Tholen, and will be paid one-half in February 2022 and one-half in February 2023 for Mr. Tholen. The restricted units granted to Mr. Tholen in February 2020 (as well as restricted units granted to him in 2019) were cancelled in December 2020 and replaced with a cash service award that is payable one-half in February 2022 and one-half in February 2023, subject to his continued service on such dates. ​ As with the bonus awards above, these LTIP actions were taken by the Compensation Committee in recognition of the difficulty of managing our business through the unprecedented impacts of the COVID-19 pandemic and based on its determination that such actions were prudent and necessary to help retain and motivate our management team. ​ 150 Table of Contents Unit Options . We have not made any grants of unit options. The Compensation Committee, in the future, may decide to make unit option grants to employees and directors on terms determined by the Compensation Committee. ​ Grant Timing . The Compensation Committee does not time, nor has the Compensation Committee in the past timed, the grant of LTIP awards in coordination with the release of material non-public information. Instead, LTIP awards are granted only at the time or times dictated by our normal compensation process as developed by the Compensation Committee. ​ Effect of a Change in Control . Upon a "change in control" as defined in the LTIP, all awards outstanding under the LTIP will automatically vest and become payable or exercisable, as the case may be, in full. Please see "Item 11. Executive Compensation— Potential Payments Upon a Termination or Change of Control ." ​ Amendments and Termination . The Board of Directors or the Compensation Committee may, in its discretion, terminate the LTIP at any time with respect to any common units for which a grant has not previously been made. Except as required by the rules of the exchange on which the common units may be listed at that time, the Board of Directors or the Compensation Committee may alter or amend the LTIP in any manner from time to time; provided, however, that no change in any outstanding grant may be made that would materially impair the rights of the participant without the consent of the affected participant. In addition, the Board of Directors or the Compensation Committee may, in its discretion, establish such additional compensation and incentive arrangements as it deems appropriate to motivate and reward our employees. ​ Supplemental Executive Retirement Plan ​ We maintain the SERP to help attract and motivate key employees, including our Named Executive Officers. The SERP is sponsored by Alliance Coal. Participation in the SERP aligns the interest of each Named Executive Officer with the interests of our unitholders because all allocations made to participants under the SERP are made in the form of notional common units of ARLP, defined in the SERP as "phantom units." The Compensation Committee approves the SERP participants and their percentage allocations, and can amend or terminate the SERP at any time. All of our Named Executive Officers currently participate in the SERP. ​ Under the terms of the SERP, a participant is entitled to receive on December 31 of each year an allocation of phantom units having a fair market value equal to his or her percentage allocation multiplied by the sum of the participant's base salary and cash bonus received that year, then reduced by any supplemental contribution that was made to our defined contribution PSSP for the participant that year. A participant's cumulative notional phantom unit account balance earns the equivalent of common unit distributions, which are added to the notional account balance in the form of additional phantom units. All amounts granted under the SERP vest immediately and are paid out upon the participant's termination from employment in ARLP common units equal to the number of phantom units then credited to the participant's account, less the number of units required to satisfy our tax withholding obligations. A participant in the SERP is not entitled to an allocation for the year in which his termination from employment occurs, except as described below. ​ A participant in the SERP, including any of our Named Executive Officers, is entitled to receive an allocation under the SERP for the year in which his employment is terminated only if such termination results from one of the following events: ​ (1) the participant's employment is terminated other than for "cause"; ​ (2) the participant terminates employment for "good reason"; ​ (3) a change of control of us or our general partner occurs and, as a result, the participant's employment is terminated (whether voluntary or involuntary); ​ (4) death of the participant; ​ (5) the participant attains (or has attained) retirement age of 65 years; or ​ (6) the participant incurs a total and permanent disability, which shall be deemed to occur if the participant is eligible to receive benefits under the terms of the long-term disability program we maintain. ​ 151 Table of Contents This allocation for the year in which a participant's termination occurs shall equal the participant's eligible compensation for such year (including any severance amount, if applicable) multiplied by his percentage allocation under the SERP, reduced by any supplemental contribution that was made to our defined contribution PSSP for the participant that year. ​ Other Compensation-Related Matters ​ Securities Trading Policy; Prohibitions on Hedging and Trading in Derivatives ​ To ensure alignment of the interests of our unitholders with our directors and all officers, including Named Executive Officers, the general partner's Securities Trading Policy prohibits any employee, officer, or director of the Partnership or any of its subsidiaries from engaging in trading involving (1) options or other derivative securities relating to ARLP units; (2) debt securities of ARLP or its affiliates; (3) hedging transactions involving ARLP securities; or (4) purchases of ARLP units on margin. ​ Tax Deductibility of Compensation ​ The deduction limitations imposed under Section 162(m) of the Internal Revenue Code do not apply to compensation paid to our Named Executive Officers because we are a limited partnership and not a "corporation" within the meaning of Section 162(m). ​ Perquisites and Personal Benefits ​ The Partnership provides a limited amount of perquisites and personal benefits to the Named Executive Officers in keeping with the Compensation Committee's objectives to provide competitive compensation to motivate and reward executive officers for creating sustainable, capital-efficient growth in available cash. These perquisites and personal benefits typically include amounts for items such as tax preparation fees and social club dues, and are reviewed annually by the Compensation Committee. ​ Compensation Committee Report ​ The Compensation Committee has submitted the following report for inclusion in this Annual Report on Form 10-K: ​ Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Annual Report on Form 10-K with management. Based on our Compensation Committee's review of and the discussions with management with respect to the Compensation Discussion and Analysis, our Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2020. ​ The foregoing report is provided by the following directors, who constitute all the members of the Compensation Committee: ​ Members of the Compensation Committee: ​ John H. Robinson, Chairman Nick Carter Robert J. Druten Wilson M. Torrence ​ Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act or the Exchange Act, that incorporate future filings, including this Annual Report on Form 10-K, in whole or in part, the foregoing Compensation Committee Report shall not be deemed to be filed with the SEC or incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference. ​ 152 Table of Contents Summary Compensation Table ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unit ​ Incentive Plan ​ All Other ​ ​ ​ Name and Principal ​ ​ ​ Salary ​ Bonus ​ Awards ​ Compensation ​ Compensation ​ ​ ​ Position ​ Year ​ (1) ​ (2) ​ (3)(4) ​ (5) ​ (6) ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Joseph W. Craft III 2020 ​ $ 1 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 1 ​ President, Chief Executive 2019 ​ 1 ​ ​ — ​ ​ — ​ ​ — ​ ​ 12,962 ​ 12,963 ​ Officer and Chairman 2018 ​ 1 ​ ​ — ​ ​ — ​ ​ — ​ ​ 12,462 ​ 12,463 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Brian L. Cantrell, 2020 ​ 309,846 ​ 289,513 ​ 756,965 ​ — ​ 181,843 ​ 1,538,167 ​ Senior Vice President and 2019 ​ 299,846 ​ — ​ 529,161 ​ 213,000 ​ 66,612 ​ 1,108,619 ​ Chief Financial Officer 2018 ​ 284,000 ​ — ​ 486,438 ​ 385,000 ​ 56,190 ​ 1,211,628 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ R. Eberley Davis 2020 ​ 351,635 ​ 377,249 ​ 964,133 ​ — ​ 248,531 ​ 1,941,548 ​ Senior Vice President, 2019 ​ 341,154 ​ — ​ 673,993 ​ 274,000 ​ 86,768 ​ 1,375,915 ​ General Counsel and Secretary 2018 ​ 325,000 ​ — ​ 619,568 ​ 530,000 ​ 61,275 ​ 1,535,843 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Kirk D. Tholen (7) 2020 ​ 500,000 ​ 500,000 ​ 862,779 ​ 500,000 ​ 421,764 ​ 2,784,543 ​ Senior Vice President and 2019 ​ ​ — ​ 500,000 ​ 1,016,237 ​ 83,000 ​ 69,978 ​ ​ 1,669,215 ​ Chief Strategic Officer ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thomas M. Wynne 2020 ​ 411,769 ​ 391,899 ​ 1,114,122 ​ — ​ 267,645 ​ 2,185,435 ​ Senior Vice President and 2019 ​ 398,231 ​ — ​ 774,261 ​ 280,000 ​ 80,287 ​ 1,532,779 ​ Chief Operating Officer 2018 ​ 374,000 ​ — ​ 711,756 ​ 500,000 ​ 62,506 ​ 1,648,262 ​ (1) In recent years, certain of our Named Executive Officers devoted a portion of their time to the business of one or more related parties and, to the extent they did so, the base salary of those executive officers was reimbursed to Alliance Coal by those related parties pursuant to an administrative services agreement. Please see "Item 1. Business—Employees— Administrative Services Agreement ." In 2020 and 2019, Alliance Coal was not reimbursed base salary for any of our Named Executive Officers. In 2018, prior to the Simplification Transactions on May 31, 2018, the percentage of base salary reimbursed to Alliance Coal was 5% for Mr. Craft, 5% for Mr. Cantrell and 8% for Mr. Davis. Please see "Item 1. Business—Partnership Simplification" for more information on the Simplification Transactions. ​ (2) The amounts for Messrs. Cantrell, Davis and Wynne represent cash bonuses paid in December 2020. The amounts for Mr. Tholen represent the first and second installments of his signing bonus. Please see "Item 11. Compensation Discussion and Analysis— Setting Executive Compensation " for a description of the terms of Mr. Tholen's employment. ​ (3) Restricted units granted in February 2020 were determined to be improbable of vesting and amended during the fourth quarter of 2020 for all LTIP participants other than Mr. Tholen, including Messrs. Cantrell, Davis and Wynne. The amendments modified the performance vesting requirement and granted additional restricted units. The modified performance vesting requirement makes it probable the awards will vest. As a result, the amounts for 2020 for Messrs. Cantrell, Davis, and Wynne include $409,822, $521,981 and $603,944, respectively, representing the grant date fair value of the restricted units when originally granted in February 2020, and $213,857, $272,385 and $315,156, respectively, representing the fair value of the same restricted units at the date of modification in December 2020. The fair value of the modified awards was calculated by taking the fair value of the modified awards at the date of modification minus the fair value of the original awards immediately prior to modification. Since the original awards granted in February 2020 were determined to be improbable of vesting, the fair value of the original awards immediately prior to modification was zero. The 2020 amounts also include the grant date fair value of the additional restricted units granted in December 2020. For Mr. Tholen, the 2020 amount represents the grant date fair value of the restricted units when originally granted in February 2020. The restricted units granted to Mr. Tholen in February 2020 (as well as the restricted units granted to him in 2019) were canceled in December 2020 and replaced with a cash service award that is payable one-half in February 2022 and one-half in February 2023. Mr. Craft did not receive any grants under the LTIP during 2020. See the Grants of Plan-Based Awards Table below for additional detail. ​ (4) Other than the restricted units which were modified in December 2020 and discussed in footnote (3) above, the Unit Awards represent the aggregate grant date fair value of restricted units granted pursuant to FASB ASC 718, using the same assumptions as used for financial reporting purposes and which are more fully described in "Item 8. Financial Statements and Supplementary Data—Note 17 – Common Unit-Based Compensation Plans," to each Named 153 Table of Contents Executive Officer under the LTIP in the respective year. The restricted units that were granted in 2018 were settled in cash at $4.99 per unit in December 2020. The cash settlement is included in "All Other Compensation" in 2020 as discussed in footnote (6). The restricted units that were granted in 2019 were canceled in December 2020 since it was determined that the vesting requirements for these restricted units were not probable of being satisfied. Please see "Item 11. Compensation Discussion and Analysis—Compensation Program Components— Equity Awards under the LTIP " for a description of the terms of the awards. ​ (5) Amounts represent the STIP bonus earned for the respective year. STIP payments typically are made in the first quarter of the year following the year in which they are earned, however the STIP payment to Mr. Tholen was made in December 2020. Please see "Item 11. Compensation Discussion and Analysis—Compensation Program Components— Annual Cash Incentive Bonus Awards ." ​ (6) For all Named Executive Officers, the amounts represent the sum of the (a) SERP phantom unit contributions valued at the market closing price of our common units on the date the phantom unit was granted, (b) profit sharing savings plan employer contribution, (c) perquisites in excess of $10,000 and (d) cash settlement in December 2020 of restricted units that were granted under the LTIP in 2018. A reconciliation of the 2020 amounts shown is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Profit Sharing Plan ​ ​ ​ ​ ​ ​ ​ Employer ​ ​ ​ Cash Settlement of ​ ​ ​ ​ SERP ​ Contribution ​ Perquisites (a) ​ LTIP grants (b) ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Joseph W. Craft III $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Brian L. Cantrell 40,056 ​ 22,800 ​ — ​ 118,987 ​ 181,843 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ R. Eberley Davis 74,180 ​ 22,800 ​ — ​ 151,551 ​ 248,531 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Kirk D. Tholen 139,960 ​ 22,800 ​ 259,004 ​ — ​ 421,764 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thomas M. Wynne 70,744 ​ 22,800 ​ — ​ 174,101 ​ 267,645 ​ a) For Mr. Tholen, perquisites and other personal benefits comprised of relocation related expenses of $259,004. ​ b) In December 2020, we accelerated the vesting requirements for restricted units that were granted under the LTIP in 2018 and settled these restricted units in cash rather than units at a price of $4.99 per unit. ​ (7) Mr. Tholen began employment and became a Named Executive Officer on December 23, 2019, therefore compensation for 2018 is not presented in the table. ​ 154 Table of Contents Grants of Plan-Based Awards Table ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ All Other ​ ​ ​ ​ ​ ​ ​ ​ Estimated Future Payouts Under ​ Estimated Future Payouts Under ​ Unit ​ Grant Date ​ ​ ​ ​ ​ ​ Non-Equity Incentive Plan Awards ​ Equity Incentive Plan Awards ​ Awards: ​ Fair Value ​ ​ ​ Threshold Target Maximum Threshold Target Maximum Number of of Unit ​ Name ​ Grant Date ​ Approved Date (3) (4) ​ (3) (5) (6) (5) ​ Units (7) ​ Awards (8) ​ Joseph W. Craft III February 5, 2020 February 5, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ — ​ $ — ​ ​ ​ February 14, 2020 ​ (1), (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ 12,575 ​ ​ 101,103 ​ ​ ​ December 17, 2020 ​ December 17, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ — ​ — ​ ​ December 31, 2020 (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ 12,575 ​ 101,103 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Brian L. Cantrell February 5, 2020 February 5, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ 42,601 ​ ​ — ​ 409,822 ​ ​ February 14, 2020 ​ (1), (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ 1,407 ​ 11,312 ​ ​ ​ December 17, 2020 ​ December 17, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 69,152 ​ ​ — ​ 347,143 ​ ​ December 31, 2020 (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ 8,941 ​ 40,056 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 111,753 ​ ​ 10,348 ​ 808,333 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ R. Eberley Davis February 5, 2020 February 5, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ 54,260 ​ ​ — ​ 521,981 ​ ​ February 14, 2020 ​ (1), (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ 1,977 ​ 15,895 ​ ​ ​ December 17, 2020 ​ December 17, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 88,078 ​ ​ — ​ 442,152 ​ ​ December 31, 2020 (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ 16,558 ​ 74,180 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 142,338 ​ ​ 18,535 ​ 1,054,208 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Kirk D. Tholen February 5, 2020 February 5, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ 89,686 ​ ​ — ​ 862,779 ​ ​ February 14, 2020 ​ (1), (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ 215 ​ 1,729 ​ ​ ​ December 17, 2020 ​ December 17, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ — ​ — ​ ​ December 31, 2020 (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ 31,241 ​ 139,960 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 89,686 ​ ​ 31,456 ​ 1,004,468 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thomas M. Wynne February 5, 2020 February 5, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ 62,780 ​ ​ — ​ 603,944 ​ ​ February 14, 2020 ​ (1), (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ 1,999 ​ 16,072 ​ ​ ​ December 17, 2020 ​ December 17, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101,629 ​ ​ — ​ 510,178 ​ ​ December 31, 2020 (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ 15,791 ​ 70,744 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 164,409 ​ ​ 17,790 ​ $ 1,200,938 ​ (1) In accordance with the provisions of the SERP, a participant's cumulative notional phantom unit account balance earns the equivalent of common unit distributions when we pay a distribution to our common unitholders, which is added to the account balance in the form of phantom units. ​ (2) These contributions are made in accordance with the SERP plan document that has been approved by the Compensation Committee. Therefore, these contributions are not separately approved by the Compensation Committee. ​ (3) Awards under our STIP are subject to a minimum financial performance target each year. However, determination of individual awards under the STIP is based upon an assessment of the Named Executive Officer's performance, comparative compensation data of companies in our peer group and recommendation of the Chairman, President and CEO . The STIP does not specify any threshold or maximum payout amounts. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Annual Cash Incentive Bonus Awards " for additional information regarding the STIP awards. ​ (4) Column not applicable for 2020 as no awards were earned by Named Executive Officers pursuant to our STIP in 2020. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Annual Cash Incentive Bonus Awards " for additional information regarding the STIP awards. ​ (5) Grants of restricted units under our LTIP are generally not subject to minimum thresholds, targets or maximum payout conditions. However, the vesting of these grants is subject to the satisfaction of certain performance criteria. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ." ​ (6) These awards are grants of restricted units pursuant to our LTIP. As discussed in footnote (3) to the Summary Compensation Table, the restricted units granted to Named Executive Officers on February 5, 2020 were modified on December 17, 2020, with the exception of the restricted units that were granted to Mr. Tholen on February 5, 2020, which were canceled on December 17, 2020 and replaced with a cash service award that is expected to vest on January 1, 2023. This column includes the original awards granted on February 5, 2020 that will not vest or be received by the Named Executive Officers because they were modified or canceled in December 2020. The grants of restricted units on December 17, 2020 include the modified February 5, 2020 awards, which are equal to the number of original 155 Table of Contents awards granted on February 5, 2020 for those Named Executive Officers that received a grant, as well as additional restricted units that were granted to each Named Executive Officer. Messrs. Craft and Tholen were not granted restricted units on December 17, 2020. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ." ​ (7) These awards are phantom units added to each Named Executive Officer's SERP notional account balance. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan ." ​ (8) We calculated the fair value of LTIP awards granted on February 5, 2020 to our Named Executive Officers using a value of $9.62 per unit, the closing unit price on the grant date. We calculated the fair value of the LTIP awards modified and granted on December 17, 2020 using a value of $5.02 per unit, the closing unit price on that date. We calculated the fair value of SERP phantom unit awards using the market closing price on the date the phantom unit award was granted. Phantom units granted under the SERP vest on the date granted. ​ Narrative Disclosure Relating to the Summary Compensation Table and Grants of Plan-Based Awards Table ​ Annual Cash Incentive Bonus Awards ​ Under the STIP, our Named Executive Officers are eligible for cash awards for our achieving an annual financial performance target. The annual performance target is recommended by the Chairman, President and CEO of our general partner and approved by the Compensation Committee, typically in January of each year. The performance target historically has been EBITDA-based, with items added or removed from the EBITDA calculation to ensure that the performance target reflects the pure operating results of our core business. (EBITDA is calculated as net income attributable to ARLP before net interest expense, income taxes and depreciation, depletion and amortization.) The aggregate cash available for awards under the STIP each year is dependent on our actual financial results for the year compared to the annual performance target. The cash available generally increases in relationship to our EBITDA, as adjusted, exceeding the minimum financial performance target and is subject to adjustment by the Compensation Committee in its discretion. The Compensation Committee maintains discretion to grant cash bonus awards outside of the STIP to address special situations. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Annual Cash Incentive Bonus Awards ." ​ Long-Term Incentive Plan ​ Under the LTIP, grants may be made of either (a) restricted units, (b) options to purchase common units, although to date, no grants of options have been made, and (c) cash awards. Annual grant levels for designated participants (including our Named Executive Officers) are recommended by our general partner's Chairman, President and CEO, subject to the review and approval of the Compensation Committee. Restricted units granted under the LTIP are "phantom" or notional units that upon vesting entitle the participant to receive an ARLP unit. Restricted units granted under the LTIP vest at the end of a stated period from the grant date (which is currently approximately three years for all outstanding restricted units), provided we achieve an aggregate performance target for that period. The performance target is based on a normalized EBITDA measure, with that measure typically being similar to the STIP measure for the year of the grant. The target, however, requires achieving an aggregate performance level for the three-year period. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ." ​ Supplemental Executive Retirement Plan ​ Under the terms of the SERP, participants are entitled to receive on December 31 of each year an allocation of phantom units having a fair market value equal to his or her percentage allocation multiplied by the sum of base salary and cash bonus received that year, then reduced by any supplemental contribution that was made to our defined contribution PSSP for the participant that year. A participant's cumulative notional phantom unit account balance earns the equivalent of common unit distributions. The calculated distributions are added to the notional account balance in the form of additional phantom units. All amounts granted under the SERP vest immediately and are paid out upon the participant's termination or death in ARLP common units equal to the number of phantom units then credited to the participant's account, subject to reduction of the number of units distributed to cover withholding obligations. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan ." ​ 156 Table of Contents Salary and Bonus in Proportion to Total Compensation ​ The following table shows the total of salary and bonus in proportion to total compensation from the Summary Compensation Table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Salary and ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bonus as a % of ​ ​ ​ ​ Salary and ​ Total ​ Total Name ​ Year ​ Bonus ($) (1) ​ Compensation ($) (2) ​ Compensation (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Joseph W. Craft III 2020 ​ $ 1 ​ $ 1 100.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Brian L. Cantrell 2020 ​ 599,359 ​ 1,538,167 39.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ R. Eberley Davis 2020 ​ 728,884 ​ 1,941,548 37.5% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Kirk D. Tholen 2020 ​ 1,000,000 ​ 2,784,543 35.9% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thomas M. Wynne 2020 ​ 803,668 ​ 2,185,435 36.8% ​ (1) Percentages were calculated using the base salary and discretionary bonus of the Named Executive Officers. The only discretionary bonus we provided in 2020 to our Named Executive Officers were to Mr. Tholen. Incentive awards paid pursuant to our STIP are deemed to be performance-based non-equity incentive compensation awards and are not included within the discretionary bonus amounts. ​ (2) Total Compensation includes $409,822, $521,981, $862,779 and $603,944 for Messrs. Cantrell, Davis, Tholen and Wynne, respectively that reflect the grant date fair value of restricted units granted in February 2020 that were determined to be improbable of vesting under the original vesting requirements as discussed in footnote (3) to the Summary Compensation Table. ​ Outstanding Equity Awards at 2020 Fiscal Year End Table ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity ​ ​ Equity ​ Incentive Plan ​ ​ Incentive Plan ​ Awards: ​ ​ Awards: ​ Market or ​ ​ Number of ​ Payout Value ​ ​ Unearned ​ of Unearned ​ ​ Units or Other ​ Units or ​ ​ Rights That ​ Other Rights ​ ​ Have Not ​ That Have Name ​ Vested (1) ​ Not Vested (2) ​ ​ ​ ​ ​ ​ ​ Joseph W. Craft III — $ — ​ ​ ​ ​ ​ ​ ​ ​ Brian L. Cantrell ​ 69,152 ​ 309,801 ​ ​ ​ ​ ​ ​ ​ ​ R. Eberley Davis ​ 88,078 ​ 394,589 ​ ​ ​ ​ ​ ​ ​ ​ Kirk D. Tholen ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ Thomas M. Wynne ​ 101,629 ​ 455,298 ​ (1) Amounts represent restricted units awarded under the LTIP that were not vested as of December 31, 2020. As a result of the cancellation of restricted units granted in 2019 and the cash settlement or cancellation of restricted units granted in 2018, the only restricted units that remain awarded under the LTIP at December 31, 2020 were the restricted units granted in 2020. Subject to our achieving financial performance targets, these units will vest on January 1, 2023. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ." All grants of restricted units under the LTIP include the contingent right to receive quarterly cash distributions in an amount equal to the cash distributions we make to unitholders during the vesting period. ​ (2) Stated values are based on $4.48 per unit, the closing price of our common units on December 31, 2020, the final market trading day of 2020. ​ 157 Table of Contents Units Vested Table for 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unit Awards ​ ​ ​ ​ ​ ​ Number of Units ​ ​ ​ ​ ​ Acquired on Vesting ​ Value Realized on Name ​ (1) ​ Vesting (1) Joseph W. Craft III — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ Brian L. Cantrell 20,967 ​ 226,863 ​ ​ ​ ​ ​ ​ ​ ​ R. Eberley Davis 25,275 ​ 273,476 ​ ​ ​ ​ ​ ​ ​ ​ Kirk D. Tholen — ​ — ​ ​ ​ ​ ​ ​ ​ ​ Thomas M. Wynne 30,549 ​ 330,540 ​ (1) Amounts represent the number and value of restricted units granted under the LTIP that vested in 2020 and entitled the participants to receive ARLP common units. These units vested on January 1, 2020 and are valued at $10.82 per unit, the closing price on December 31, 2019, the final market trading day of 2019. Amounts presented in this table do not reflect the cash settlement in December 2020 of restricted units that were granted in 2018. The cash settlement of these units are included within the "All Other Compensation" column of the Summary Compensation Table for the 2020 year. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ." ​ Nonqualified Deferred Compensation Table for 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Executive Registrant Aggregate Aggregate Aggregate ​ ​ ​ Contributions ​ Contributions ​ Earnings ​ Withdrawals ​ Balance ​ ​ ​ in Last Fiscal ​ in Last Fiscal ​ in Last Fiscal ​ in Last Fiscal ​ at Last Fiscal ​ Name ​ Year ($) (1) ​ Year ($) (2) ​ Year ($) (3) ​ Year ($) (1) ​ Year End ($) (4) ​ Joseph W. Craft III $ — $ — ​ $ (1,647,672) ​ $ — ​ $ 1,260,430 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Brian L. Cantrell ​ — 40,056 ​ (184,322) ​ — ​ 181,059 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ R. Eberley Davis ​ — 74,180 ​ (258,964) ​ — ​ 272,285 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Kirk D. Tholen ​ — 139,960 ​ (28,144) ​ — ​ ​ 161,491 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thomas M. Wynne ​ — 70,744 ​ (261,915) ​ — ​ 271,103 ​ (1) Column not applicable. ​ (2) Amounts represent awards of phantom units contributed to each Named Executive Officer's SERP notional account balance. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan ." These amounts have also been included within the "All Other Compensation" column of the Summary Compensation Table for the 2020 year. ​ (3) Amounts represent earnings accrued during 2020 on each Named Executive Officer's SERP notional account balance for additional phantom units as a result of quarterly distributions on our common units and changes in the market value of the notional account balance. Earnings were not above-market or preferential. ​ (4) Amounts represent the Named Executive Officer's cumulative notional account balance of phantom units valued at $4.48, the closing price of our common units on December 31, 2020, the final market trading day of 2020. The amounts include aggregate phantom unit quarterly distributions, changes in market value and the following aggregate amounts contributed since inception to each Named Executive Officer's SERP notional account balance including the amounts contributed in the last fiscal year shown in the table above: Mr. Craft, $670,927; Mr. Cantrell, $383,984; Mr. Davis, $608,198; Mr. Tholen; $189,635; and Mr. Wynne, $527,632. ​ 158 Table of Contents Narrative Discussion Relating to the Nonqualified Deferred Compensation Table for 2020 ​ Supplemental Executive Retirement Plan ​ Under the terms of the SERP, participants are entitled to receive on December 31 of each year an allocation of phantom units having a fair market value equal to their percentage allocation multiplied by the sum of base salary and cash bonus received that year, then reduced by any supplemental contribution that was made to our defined contribution PSSP for the participant that year. A participant's cumulative notional phantom unit account balance earns the equivalent of common unit distributions. The calculated distributions are added to the notional account balance in the form of additional phantom units. All amounts granted under the SERP vest immediately and are paid out upon the participant's termination or death in ARLP common units equal to the number of phantom units then credited to the participant's account, subject to reduction of the number of units distributed to cover withholding obligations. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan ." ​ Potential Payments Upon a Termination or Change of Control ​ Each of our Named Executive Officers is eligible to receive accelerated vesting and payment under the LTIP and the SERP upon certain terminations of employment or upon our change in control. Upon a "change of control," as defined in the LTIP, all awards outstanding under the LTIP will automatically vest and become payable or exercisable, as the case may be, in full. In this regard, all restricted periods shall terminate and all performance criteria, if any, shall be deemed to have been achieved at the maximum level. The LTIP defines a "change in control" as one of the following events: (1) any sale, lease, exchange or other transfer of all or substantially all of our assets or Alliance Coal's assets to any person other than a person who is our affiliate; (2) the consolidation or merger of Alliance Coal with or into another person pursuant to a transaction in which the outstanding voting interests of Alliance Coal are changed into or exchanged for cash, securities or other property, other than any such transaction where (a) the outstanding voting interests of Alliance Coal are changed into or exchanged for voting stock or interests of the surviving corporation or its parent and (b) the holders of the voting interests of Alliance Coal immediately prior to such transaction own, directly or indirectly, not less than a majority of the voting stock or interests of the surviving corporation or its parent immediately after such transaction; or (3) a person or group being or becoming the beneficial owner of more than 50% of all voting interests of Alliance Coal then outstanding. ​ The amounts each of our Named Executive Officers could receive under the SERP have been previously disclosed in "Item 11. Nonqualified Deferred Compensation Table for 2020" and the amounts each of the Named Executive Officers could receive under the LTIP have been previously disclosed in "Item 11. Outstanding Equity Awards at 2020 Fiscal Year End Table", in each case assuming the triggering event occurred on December 31, 2020. In addition, if a Named Executive Officer's employment were terminated as a result of one of certain enumerated events in the SERP, the Named Executive Officer would receive an amount based on an allocation for the year of termination. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan " for additional information regarding the enumerated events and allocation determination. The exact amount that any Named Executive Officer would receive could only be determined with certainty upon an actual termination or change in control. ​ As noted above, the Tholen Employment Letter provides that if Mr. Tholen's employment is involuntarily terminated on or before December 31, 2022, other than for Good Cause (as defined in the Tholen Employment Letter), Mr. Tholen will receive a severance payment in an amount equal to two times Mr. Tholen's then-effective annual base salary plus his target STIP award, and any unpaid installment(s) of the one-time signing bonus described above, which as of December 31, 2020, would equal $3,000,000. ​ Director Compensation ​ The sole member of our general partner has the right to set the compensation of the directors of our general partner. Typically, such compensation has been set by the Board of Directors upon recommendation of the Compensation Committee, and with the concurrence of Mr. Craft, who indirectly owns our general partner. Mr. Craft and Mr. Wesley, our only employee directors, received no director compensation for 2020, and all compensation that Mr. Craft received in his capacity as an employee is set forth above within the Summary Compensation Table. The directors of MGP devote 100% of their time as directors of MGP to the business of the ARLP Partnership. ​ 159 Table of Contents Director Compensation Table for 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in Pension ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-Equity ​ Value and ​ ​ ​ ​ ​ ​ ​ ​ Fees earned ​ Unit ​ Option ​ Incentive Plan ​ Nonqualified Deferred ​ All Other ​ ​ ​ ​ ​ or Paid in ​ Awards ​ Awards ​ Compensation ​ Compensation ​ Compensation ​ ​ ​ Name ​ Cash ($) ​ ($) (2)(3) ​ ($)(1) ​ ($)(1) ​ Earnings ($)(1) ​ ($)(1) ​ Total ($) Robert J. Druten $ 176,000 $ 4,006 $ — $ — $ — $ — $ 180,006 ​ John H. Robinson ​ 176,000 ​ — ​ — ​ — ​ — ​ — ​ 176,000 ​ Wilson M. Torrence ​ 196,000 ​ 3,290 ​ — ​ — ​ — ​ — ​ 199,290 ​ Nick Carter ​ 166,000 ​ — ​ — ​ — ​ — ​ — ​ 166,000 ​ (1) Columns are not applicable. ​ (2) Amounts represent the grant date fair value of equity awards in 2020 related to deferrals of distributions earned on deferred units (computed pursuant to FASB ASC 718, using the same assumptions as used for financial reporting purposes and which are more fully described in "Item 8. Financial Statements and Supplementary Data—Note 17 – Common Unit-Based Compensation Plans "). Please see Narrative to Director Compensation Table , below. ​ (3) At December 31, 2020, each director had the following number of "phantom" ARLP common units credited to his notional account under MGP's Amended and Restated Deferred Compensation Plan for Directors ("Directors' Deferred Compensation Plan"): ​ ​ ​ ​ ​ ​ Directors ​ ​ Deferred ​ ​ Compensation Name ​ Plan (in Units) Robert J. Druten 11,384 ​ ​ ​ ​ ​ John H. Robinson — ​ ​ ​ ​ ​ Wilson M. Torrence 9,344 ​ ​ ​ ​ ​ Nick Carter — ​ ​ Narrative to Director Compensation Table ​ Compensation for our non-employee directors includes an annual cash retainer paid quarterly in advance on a pro rata basis. The annual retainer for calendar year 2020 was $166,000. Mr. Torrence also was entitled to cash compensation of $30,000 for service as Chairman of the Audit Committee, and Mr. Robinson and Mr. Druten also were entitled to additional cash compensation of $10,000 each for service as Chairman of the Compensation Committee and the Conflicts Committee, respectively. Directors have the option to defer all or part of their cash compensation pursuant to the Directors' Deferred Compensation Plan by completing an election form prior to the beginning of each calendar year. No director elected to defer cash compensation in 2020. ​ Pursuant to the Directors' Deferred Compensation Plan, a notional account is established for deferred amounts of cash compensation and credited with notional common units of ARLP, described in the plan as "phantom" units. The number of phantom units credited is determined by dividing the amount deferred by the average closing unit price for the ten trading days immediately preceding the deferral date. When quarterly cash distributions are made with respect to ARLP common units, an amount equal to such quarterly distribution is credited to the notional account as additional phantom units. Payment of accounts under the Directors' Deferred Compensation Plan will be made in ARLP common units equal to the number of phantom units then credited to the director's account. ​ Directors may elect to receive payment of the account resulting from deferrals during a plan year either (a) on the January 1 on or next following their separation from service as a director or (b) on the earlier of a specified January 1 or the January 1 on or next following their separation from service. The payment election must be made prior to each plan year; if no election is made, the account will be paid on the January 1 on or next following the director's separation from service. The Directors' Deferred Compensation Plan is administered by the Compensation Committee, and the Board of Directors may change or terminate the plan at any time; provided, however, that accrued benefits under the plan cannot be impaired. 160 Table of Contents ​ Upon any recapitalization, reorganization, reclassification, split of common units, distribution or dividend of securities on ARLP common units, our consolidation or merger, or sale of all or substantially all of our assets or other similar transaction that is effected in such a way that holders of common units are entitled to receive (either directly or upon subsequent liquidation) cash, securities or assets with respect to or in exchange for ARLP common units, the Compensation Committee shall, in its sole discretion (and upon the advice of financial advisors as may be retained by the Compensation Committee), immediately adjust the notional balance of phantom units in each director's account under the Directors' Deferred Compensation Plan to equitably credit the fair value of the change in the ARLP common units and/or the distributions (of cash, securities or other assets) received or economic enhancement realized by the holders of the ARLP common units. ​ The Board of Directors has established a recommendation that each non-employee director should attain within five years following such person's election to the Board of Directors, and thereafter maintain during service on the Board of Directors, ownership of equity of ARLP (including phantom equity ownership under the Directors' Deferred Compensation Plan) with an aggregate value of $220,000. ​ CEO Pay Ratio Disclosures ​ As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Joseph W. Craft III, our CEO. ​ For 2020, our last completed fiscal year: ​ ● The median of the annual total compensation of all employees of our company (other than the CEO) was $72,549. ● The annual total compensation of our CEO, as reported in the Summary Compensation Table was $1. ● Based on this information, for 2020 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was reasonably estimated to be 0.00001 to 1. ​ To determine the annual total compensation of our median employee and our CEO, we took the following steps: ​ ● We determined that, as of December 31, 2020, our employee population consisted of approximately 2,924 individuals with the vast majority of these individuals located in the United States. This population consisted of our full-time and part-time employees, as we do not have seasonal workers. ● We used a consistently applied compensation measure to identify our median employee of comparing the amount of salary or wages reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2020. ● We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. Since the vast majority of our employees, including our CEO, are located in the United States, we did not make any cost of living adjustments in identifying the median employee. ● After we identified our median employee, we combined all of the elements of such employee's compensation for the 2020 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $72,549, comprised of such employee's W-2 compensation of $66,602 and contributions in the amount of $5,947 that we made on the employee's behalf to our 401(k) plan for the 2020 year. ● With respect to the annual total compensation of our CEO, we used the amount reported in the "Total" column of our 2020 Summary Compensation Table. Compensation Committee Interlocks and Insider Participation ​ Mr. Craft, Chairman, President and CEO of our general partner, is also Chairman, President and CEO of AGP. Otherwise, none of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of the Board of Directors or Compensation Committee of our general partner. ​ 161 Table of Contents ​ ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS ​ The following table sets forth certain information as of February 10, 2021, regarding the beneficial ownership of common units held by (a) each director of our general partner, (b) each executive officer of our general partner identified in the Summary Compensation Table included in "Item 11. Executive Compensation" above, (c) all directors and executive officers as a group, and (d) each person known by our general partner to be the beneficial owner of 5% or more of our common units. The address of our general partner and, unless otherwise indicated in the footnotes to the table below, each of the directors, executive officers and 5% unitholders reflected in the table below is 1717 South Boulder Avenue, Suite 400, Tulsa, Oklahoma 74119. Unless otherwise indicated in the footnotes to the table below, the common units reflected as being beneficially owned by our general partner's directors and Named Executive Officers are held directly by such directors and officers. The percentage of common units beneficially owned is based on 127,195,219 common units outstanding as of February 10, 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Common ​ ​ Common Units ​ Units Name of Beneficial Owner ​ Beneficially Owned ​ Beneficially Owned Directors and Executive Officers ​ ​ ​ ​ ​ Joseph W. Craft III (1) 19,502,324 ​ 15.3% ​ Nick Carter 20,000 * ​ Robert J. Druten 25,628 * ​ John H. Robinson 18,462 * ​ Wilson M. Torrence 40,396 * ​ Charles R. Wesley III (2) 2,386,852 1.9% ​ Brian L. Cantrell 189,332 * ​ R. Eberley Davis 140,146 * ​ Robert J. Fouch ​ 46,318 ​ * ​ Robert G. Sachse 203,736 * ​ Kirk D. Tholen ​ — ​ * ​ Timothy J. Whelan 65,601 * ​ Thomas M. Wynne (3) ​ 1,146,709 ​ * ​ All directors and executive officers as a group (13 persons) 23,785,504 ​ 18.7% ​ ​ ​ ​ ​ ​ ​ 5% Common Unit Holder ​ ​ ​ ​ ​ Kathleen S. Craft (4) 16,237,609 ​ 12.8% ​ * Less than one percent. ​ (1) The common units attributable to Mr. Craft consist of (i) 19,305,581 common units held directly by him, (ii) 168,602 common units attributable to Mr. Craft's spouse and (iii) 28,141 common units held by SGP (indirectly jointly owned by Mr. Craft and Kathleen S. Craft). ​ (2) The common units attributable to Mr. Wesley consist of (i) 1,035,728 common units held directly by him and (ii) 1,351,124 common units held through trusts and other entities controlled by him. ​ (3) The common units attributable to Mr. Wynne consist of (i) 795,673 common units held directly by him and (ii) 351,036 common units held through a trust and another entity controlled by him. ​ (4) The common units attributable to Kathleen S. Craft consist of (i) 16,209,468 common units held directly by her and (ii) 28,141 common units held by SGP (indirectly jointly owned by Mr. Craft and Kathleen S. Craft). ​ 162 Table of Contents Equity Compensation Plan Information ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of units to be issued upon ​ Number of units remaining ​ ​ exercise/vesting of outstanding ​ Weighted-average exercise ​ available for future issuance ​ ​ options, warrants and rights ​ price of outstanding options, ​ under equity compensation Plan Category ​ as of December 31, 2020 ​ warrants and rights ​ plans as of December 31, 2020 Equity compensation plans approved by unitholders: ​ ​ ​ ​ ​ ​ ​ Long-Term Incentive Plan 1,430,489 N/A 1,726,471 ​ Equity compensation plans not approved by unitholders: ​ ​ ​ ​ ​ ​ ​ Supplemental Executive Retirement Plan 739,902 N/A N/A ​ Directors' Deferred Compensation 20,728 N/A N/A ​ ​ ​ ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE ​ In addition to the related-party transactions discussed in "Item 8. Financial Statements and Supplementary Data— Note 11 — Partners' Capital and Note 21 — Related-Party Transactions," ARLP has the following additional related-party transactions: ​ Certain Relationships ​ We are managed by MGP, which holds a non-economic general partner interest in us. Prior to the Simplification Transactions discussed in "Item 8. Financial Statements and Supplementary Data—Note 1 — Organization and Presentation – Partnership Simplification," AHGP directly and indirectly through its wholly owned subsidiary, MGP II, LLC ("MGP II") owned approximately 66.7% of our total outstanding common units, and MGP was a wholly owned subsidiary of MGP II. As a result of the Simplification Transactions, AHGP and MGP II became wholly owned subsidiaries of ARLP and MGP remained our sole general partner and became a wholly owned subsidiary of AGP, which is indirectly wholly owned by Mr. Craft. MGP's ability, as general partner, to control us effectively gives MGP the ability to veto our actions and to control our management. ​ Prior to the Simplification Transactions, certain of our officers and directors were also officers and/or directors of AHGP's general partner, AGP, including Mr. Craft, the Chairman, President and CEO of our general partner, Mr. Torrence, a Director, member of the Compensation Committee and Chairman of the Audit Committee of the MGP Board of Directors, Mr. Cantrell, the Senior Vice President and Chief Financial Officer of our general partner, Mr. Davis, the Senior Vice President, General Counsel and Secretary of our general partner, and Mr. Fouch, Vice President, Controller and Chief Accounting Officer of our general partner. Following the Simplification Transactions, Messrs. Craft, Cantrell, Davis and Fouch continue to be officers of AGP, which is no longer the general partner of AHGP as a result of the Simplification Transactions. ​ Related-Party Transactions ​ The Board of Directors and its Conflicts Committee review our related-party transactions that involve a potential conflict of interest between MGP or any of its affiliates and ARLP or its subsidiaries or any other partner of ARLP to determine that such transactions reflect market-clearing terms and customary conditions. As a result of these reviews, the Board of Directors and the Conflicts Committee approved each of the transactions described below that had such potential conflict of interest as fair and reasonable to us and our limited partners. ​ Administrative Services ​ On April 1, 2010, effective January 1, 2010, ARLP entered into an Administrative Services Agreement with our general partner, our Intermediate Partnership, AGP, and Alliance Resource Holdings II, Inc. ("ARH II"). Under the Administrative Services Agreement, certain employees, including some executive officers, provided administrative services for AGP and ARH II and their respective affiliates. ​ 163 Table of Contents Our partnership agreement provides that MGP and its affiliates be reimbursed for all direct and indirect expenses incurred or payments made on behalf of us, including, but not limited to, director fees and expenses, management's salaries and related benefits (including incentive compensation), and accounting, budgeting, planning, treasury, public relations, land administration, environmental, permitting, payroll, benefits, disability, workers' compensation management, legal and information technology services. MGP may determine in its sole discretion the expenses that are allocable to us. Total costs billed to us by our general partner and its affiliates were approximately $0.7 million for the year ended December 31, 2020. The executive officers of our general partner are employees of and paid by Alliance Coal, and the reimbursement we pay to our general partner pursuant to the partnership agreement does not include any compensation expenses associated with them. ​ JC Land ​ Our subsidiary, ASI, has a time-sharing agreement with Mr. Craft and Mr. Craft's affiliate, JC Land, LLC ("JC Land"), concerning their use of aircraft owned by Alliance Service, Inc. ("ASI") for purposes other than our business. In accordance with the provisions of that agreement, Mr. Craft and JC Land paid ASI $0.04 million for the year ended December 31, 2020 for use of the aircraft. In addition, Alliance Coal has a time-sharing agreement with JC Land concerning Alliance Coal's use of an airplane owned by JC Land. In accordance with the provisions of that agreement, Alliance Coal paid JC Land $0.1 million for the year ended December 31, 2020 for use of the aircraft. ​ Effective August 1, 2013, Alliance Coal entered into an expense reimbursement agreement with JC Land regarding pilots hired by Alliance Coal to operate aircraft owned by ASI and JC Land. In accordance with the expense reimbursement agreement, JC Land reimburses Alliance Coal for a portion of the compensation expense for its pilots. JC Land paid us $0.3 million in 2020 pursuant to this agreement. Separately, we billed JC Land $0.3 million during 2020 for fuel, maintenance, pilot travel, etc. paid by us on their behalf. ​ JC Resources ​ Effective March 2020, Alliance Royalty, LLC ("Alliance Royalty") entered into an expense reimbursement agreement with Mr. Craft's affiliate, JC Resources LP ("JC Resources") regarding the salaries of the oil & gas technical personnel hired by Alliance Coal in 2020. During 2020, Alliance Royalty was reimbursed $0.5 million by JC Resources. We do not expect further reimbursement from JC Resources as the agreement was not extended into 2021. ​ SGP Land/Craft Foundations ​ In 2001, SGP Land, LLC as successor in interest to an unaffiliated third party, entered into an amended mineral lease with MC Mining. Under the terms of the lease, MC Mining was required to pay an annual minimum royalty of $0.3 million until $6.0 million of cumulative annual minimum and/or earned royalty payments had been paid. The cumulative annual minimum lease requirement of $6.0 million was met in 2015. MC Mining paid no earned royalties in 2020 and paid $0.3 million and $0.1 million in 2019 and 2018 respectively. As of January 1, 2019 the property subject to this lease is owned by the Joseph W. Craft III Foundation and the Kathleen S. Craft Foundation, an undivided one-half interest each (the "Craft Foundations"). ​ SGP/Craft Foundations ​ Tunnel Ridge has a surface land lease with SGP with an annual payment of $0.2 million, payable in January of each year. As of January 1, 2019 the property subject to this lease is owned by the Craft Foundations, an undivided one-half interest each. ​ Omnibus Agreement ​ We are party to an omnibus agreement with Alliance Resource Holdings, Inc. ("ARH"), MGP and AGP, which govern potential competition among us and the other parties to this agreement. Pursuant to the terms of the omnibus agreement, ARH and AGP agreed, and caused their controlled affiliates to agree, for so long as management controls MGP, not to engage in the business of mining, marketing or transporting coal in the United States, unless it first offers us the opportunity to engage in a potential activity or acquire a potential business, and the Board of Directors, with the concurrence of its Conflicts Committee, elects to cause us not to pursue such opportunity or acquisition. In addition, ARH has the ability to purchase businesses, the majority value of which is not mining, marketing or transporting coal, provided ARH offers us 164 Table of Contents the opportunity to purchase the coal assets following their acquisition. The restriction does not apply to the assets retained and business conducted by ARH at the closing of our initial public offering. Except as provided above, ARH and AGP and their controlled affiliates are prohibited from engaging in activities wherein they compete directly with us. In addition to its non-competition provisions, the agreement also provides for indemnification of us against liabilities associated with certain assets and businesses of ARH that were disposed of or liquidated prior to consummating our initial public offering. ​ Director Independence ​ As a publicly traded limited partnership listed on the NASDAQ Global Select Market, we are required to maintain a sufficient number of independent directors on the board of our general partner to satisfy the audit committee requirement set forth in NASDAQ Rule 4350(d)(2). Rule 4350(d)(2) requires us to maintain an audit committee of at least three members, each of whom must, among other requirements, be independent as defined under NASDAQ Rule 4200(a)(15) and meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act (subject to the exemptions provided in Rule 10A-3(c)). ​ All members and former members of the Audit Committee—Messrs. Torrence, Carter, Druten and Robinson—and all members and former members of the Compensation Committee—Messrs. Robinson, Carter, Druten and Torrence—are independent directors as defined under applicable NASDAQ and Exchange Act rules. Please see "Item 10. Directors, Executive Officers and Corporate Governance of the General Partner—Audit Committee" and "Item 11. Executive Compensation—Compensation Discussion and Analysis." ​ ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES ​ The firm of Ernst & Young LLP is our independent registered public accounting firm. The following table sets forth fees paid to Ernst & Young LLP during the years ended December 31, 2020 and 2019: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2020 2019 ​ (in thousands) Audit Fees (1) $ 1,349 $ 1,175 Audit-related fees (2) ​ — ​ — Tax fees (3) ​ 339 ​ 398 All other fees ​ — ​ — Total ​ $ 1,688 ​ $ 1,573 (1) Audit fees consist primarily of the audit and quarterly reviews of the consolidated financial statements, but can also be related to statutory audits of subsidiaries required by governmental or regulatory bodies, attestation services required by statute or regulation, comfort letters, consents, assistance with and review of documents filed with the SEC, work performed by tax professionals in connection with the audit and quarterly reviews, and accounting and financial reporting consultations and research work necessary to comply with GAAP. ​ (2) Audit-related fees include fees related to acquisition due diligence and accounting consultations. ​ (3) Tax fees consist primarily of services rendered for tax compliance, tax advice, and tax planning. ​ The charter of the Audit Committee provides that the committee is responsible for the pre-approval of all auditing services and permitted non-audit services to be performed for us by our independent registered public accounting firm, subject to the requirements of applicable law. In accordance with such charter, the Audit Committee may delegate the authority to grant such pre-approvals to the Audit Committee chairman or a sub-committee of the Audit Committee, which pre-approvals are then reviewed by the full Audit Committee at its next regular meeting. Typically, however, the Audit Committee itself reviews the matters to be approved. The Audit Committee periodically monitors the services rendered by and actual fees paid to the independent registered public accounting firm to ensure that such services are within the parameters approved by the Audit Committee. ​ 165 Table of Contents PART IV ​ ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES ​ (a) (1) Financial Statements and Supplementary Data. ​ ​ ​ ​ Page Report of Independent Registered Public Accounting Firm ​ 83 Consolidated Balance Sheets ​ 86 Consolidated Statements of Operations ​ 87 Consolidated Statements of Comprehensive Income (Loss) ​ 88 Consolidated Statements of Cash Flows ​ 89 Consolidated Statement of Partners' Capital ​ 90 Notes to Consolidated Financial Statements ​ 91 1. Organization and Presentation ​ 91 2. Summary of Significant Accounting Policies ​ 92 3. Acquisitions ​ 100 4. Long-Lived Asset Impairments ​ 103 5. Goodwill Impairment ​ 104 6. Inventories ​ 104 7. Property, Plant and Equipment ​ 105 8. Long-Term Debt ​ 106 9. Leases ​ 108 10. Fair Value Measurements ​ 109 11. Partners' Capital ​ 109 12. Variable Interest Entities ​ 110 13. Investments ​ 112 14. Revenue From Contracts With Customers ​ 113 15. Earnings Per Limited Partner Unit ​ 113 16. Employee Benefit Plans ​ 114 17. Common Unit-Based Compensation Plans ​ 117 18. Supplemental Cash Flow Information ​ 120 19. Asset Retirement Obligations ​ 120 20. Accrued Workers' Compensation and Pneumoconiosis Benefits ​ 121 21. Related-Party Transactions ​ 123 22. Commitments and Contingencies ​ 125 23. Concentration of Credit Risk and Major Customers ​ 126 24. Segment Information ​ 126 25. Subsequent Events ​ 129 Supplemental Oil & Gas Reserve Information (Unaudited) ​ 130 ​ (a)(2) Financial Statement Schedule. ​ ​ ​ ​ Schedule I – Condensed Financial Information of Registrant ​ 135 ​ All other schedules are omitted because they are not applicable or the information is shown in the financial statements or notes thereto. ​ ​ 166 Table of Contents (a)(3) and (c) The exhibits listed below are filed as part of this annual report. ​ ​ ​ ​ ​ ​ Incorporated by Reference ​ ​ Exhibit Number Exhibit Description Form SEC File No. and Film No. Exhibit Filing Date Filed Herewith* ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.1 ​ Simplification Agreement, dated as of February 22, 2018, by and among Alliance Holdings GP, L.P., Alliance GP, LLC, Wildcat GP Merger Sub, LLC, MGP II, LLC, ARM GP Holdings, Inc., New AHGP GP, LLC, Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC and Alliance Resource GP, LLC . ​ 8-K ​ 000-26823 18634680 ​ 2.1 ​ 02/23/2018 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.1 ​ Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P. ​ 8-K ​ 000-26823 17990766 ​ 3.2 ​ 07/28/2017 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.2 ​ Amended and Restated Agreement of Limited Partnership of Alliance Resource Operating Partners, L.P. ​ 10-K ​ 000-26823 583595 ​ 3.2 ​ 03/29/2000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.3 ​ Amended and Restated Certificate of Limited Partnership of Alliance Resource Partners, L.P. ​ 8-K ​ 000-26823 17990766 ​ ​ 3.6 ​ 07/28/2017 ​ ​ 3.4 ​ Certificate of Limited Partnership of Alliance Resource Operating Partners, L.P. ​ S-1/A ​ 333-78845 99669102 ​ 3.8 ​ 07/23/1999 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.5 ​ Certificate of Formation of Alliance Resource Management GP, LLC ​ S-1/A ​ 333-78845 99669102 ​ 3.7 ​ 07/23/1999 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.6 ​ Amendment No. 1 to the Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P. ​ 10-K ​ 000-26823 18634680 ​ ​ 3.9 ​ 02/23/2018 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.7 ​ Amendment No. 2 to Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P., dated as of May 31, 2018. ​ 8-K ​ 000-26823 1883834 ​ 3.3 ​ 06/06/2018 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.8 ​ Amendment No. 3 to Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P., dated as of June 1, 2018. ​ 8-K ​ 000-26823 1883834 ​ 3.4 ​ 06/06/2018 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.9 ​ Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Alliance Resource Operating Partners, L.P., dated as of May 31, 2018. ​ 8-K ​ 000-26823 1883834 ​ 3.5 ​ 06/06/2018 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.10 ​ Third Amended and Restated Operating Agreement of Alliance Resource Management GP, LLC, dated as of May 31, 2018. ​ 8-K ​ 000-26823 1883834 ​ 3.7 ​ 06/06/2018 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 167 Table of Contents ​ ​ ​ ​ Incorporated by Reference ​ ​ Exhibit Number Exhibit Description Form SEC File No. and Film No. Exhibit Filing Date Filed Herewith* ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.1 ​ Form of Common Unit Certificate (Included as Exhibit A to the Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P., included in this Exhibit Index as Exhibit 3.1). ​ 8-K ​ 000-26823 17990766 ​ 3.2 ​ 07/28/2017 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.2 ​ Indenture, dated as of April 24, 2017, by and among Alliance Resource Operating Partners, L.P. and Alliance Resource Finance Corporation, as issuers, Alliance Resource Partners, L.P., as parent, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee. ​ 8-K ​ 000-26823 17798539 ​ 4.1 ​ 04/24/2017 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.3 ​ Form of 7.500% Senior Note due 2025 (included in Exhibit 4.2). ​ 8-K ​ 000-26823 17778550 ​ 4.1 ​ 04/24/2017 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.4 ​ Description of the Registrant’s Securities registered under Section 12 of the Securities Exchange Act of 1934. ​ ​ ​ ​ ​ ​ ​ ​ ​ þ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.1 ​ Note Purchase Agreement, dated as of August 16, 1999, among Alliance Resource GP, LLC and the purchasers named therein. ​ 10-K ​ 000-26823 583595 ​ 10.2 ​ 03/29/2000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.2 ​ Amendment and Restatement of Letter of Credit Facility Agreement dated October 2, 2010. ​ 10-Q ​ 000-26823 11823116 ​ 10.1 ​ 05/09/2011 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.3 ​ Letter of Credit Facility Agreement dated as of October 2, 2001, between Alliance Resource Partners, L.P. and Bank of the Lakes, National Association. ​ 10-Q ​ 000-26823 1782487 ​ 10.25 ​ 11/13/2001 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.4 ​ First Amendment to the Letter of Credit Facility Agreement between Alliance Resource Partners, L.P. and Bank of the Lakes, National Association. ​ 10-Q ​ 000-26823 02827517 ​ 10.32 ​ 11/14/2002 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.5 ​ Promissory Note Agreement dated as of October 2, 2001, between Alliance Resource Partners, L.P. and Bank of the Lakes, N.A. ​ 10-Q ​ 000-26823 1782487 ​ 10.26 ​ 11/13/2001 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.6 ​ Guarantee Agreement, dated as of October 2, 2001, between Alliance Resource GP, LLC and Bank of the Lakes, N.A. ​ 10-Q ​ 000-26823 1782487 ​ 10.27 ​ 11/13/2001 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.7 ​ Contribution and Assumption Agreement, dated August 16, 1999, among Alliance Resource Holdings, Inc., Alliance Resource Management GP, LLC, Alliance Resource GP, LLC, Alliance Resource Partners, L.P., Alliance Resource Operating Partners, L.P. and the other parties named therein ​ 10-K ​ 000-26823 583595 ​ 10.3 ​ 03/29/2000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 168 Table of Contents ​ ​ ​ ​ Incorporated by Reference ​ ​ Exhibit Number Exhibit Description Form SEC File No. and Film No. Exhibit Filing Date Filed Herewith* ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.8 ​ Omnibus Agreement, dated August 16, 1999, among Alliance Resource Holdings, Inc., Alliance Resource Management GP, LLC, Alliance Resource GP, LLC and Alliance Resource Partners, L.P. ​ 10-K ​ 000-26823 583595 ​ 10.4 ​ 03/29/2000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.9 (1) ​ Amended and Restated Alliance Coal, LLC 2000 Long-Term Incentive Plan ​ 10-K ​ 000-26823 04667577 ​ 10.17 ​ 03/15/2004 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.10 (1) ​ First Amendment to the Alliance Coal, LLC 2000 Long-Term Incentive Plan ​ 10-K ​ 000-26823 04667577 ​ 10.18 ​ 03/15/2004 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.11 (1) ​ Alliance Coal, LLC Short-Term Incentive Plan ​ 10-K ​ 000-26823 583595 ​ 10.12 ​ 03/29/2000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.12 (1) ​ Alliance Coal, LLC Supplemental Executive Retirement Plan ​ S-8 ​ 333-85258 02595143 ​ 99.2 ​ 04/01/2002 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.13 (1) ​ Alliance Resource Management GP, LLC Deferred Compensation Plan for Directors ​ S-8 ​ 333-85258 02595143 ​ 99.3 ​ 04/01/2002 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.14 ​ Guaranty by Alliance Resource Partners, L.P. dated March 16, 2012 ​ 10-Q ​ 000-26823 12825281 ​ 10.3 ​ 05/09/2012 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.15 (2) ​ Base Contract for Purchase and Sale of Coal, dated March 16, 2012, between Seminole Electric Cooperative, Inc. and Alliance Coal, LLC ​ 10-Q ​ 000-26823 12825281 ​ 10.1 ​ 05/09/2012 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.16 (2) ​ Contract of Confirmation, effective March 16, 2012, between Seminole Electric Cooperative, Inc., Alliance Coal, LLC and Alliance Resource Partners, L.P. ​ 10-Q/A ​ 000-26823 12947715 ​ 10.2 ​ 07/05/2012 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.17 ​ Amended and Restated Charter for the Audit Committee of the Board of Directors dated February 23, 2009 ​ 10-K ​ 000-26823 09647063 ​ 10.35 ​ 03/02/2009 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.18 ​ Second Amendment to the Omnibus Agreement dated May 15, 2006 by and among Alliance Resource Partners, L.P., Alliance Resource GP, LLC, Alliance Resource Management GP, LLC, Alliance Resource Holdings, Inc., Alliance Resource Holdings II, Inc., AMH-II, LLC, Alliance Holdings GP, L.P., Alliance GP, LLC and Alliance Management Holdings, LLC ​ 10-Q ​ 000-26823 061017824 ​ 10.1 ​ 08/09/2006 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.19 ​ Administrative Services Agreement dated May 15, 2006 among Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC, Alliance Resource Holdings II, Inc., Alliance Holdings GP, L.P. and Alliance GP, LLC ​ 10-Q ​ 000-26823 061017824 ​ 10.2 ​ 08/09/2006 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 169 Table of Contents ​ ​ ​ ​ Incorporated by Reference ​ ​ Exhibit Number Exhibit Description Form SEC File No. and Film No. Exhibit Filing Date Filed Herewith* ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.20 (1) ​ First Amendment to the Amended and Restated Alliance Coal, LLC Supplemental Executive Retirement Plan ​ 10-K ​ 000-26823 07660999 ​ 10.50 ​ 03/01/2007 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.21 (1) ​ Second Amendment to the Amended and Restated Alliance Coal, LLC Supplemental Executive Retirement Plan ​ 10-K ​ 000-26823 08654096 ​ 10.50 ​ 02/29/2008 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.22 (1) ​ First Amendment to the Alliance Coal, LLC Short-Term Incentive Plan ​ 10-K ​ 000-26823 07660999 ​ 10.52 ​ 03/01/2007 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.23 (1) ​ Second Amendment to the Alliance Coal, LLC Short-Term Incentive Plan ​ 10-K ​ 000-26823 08654096 ​ 10.53 ​ 02/29/2008 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.24 ​ Note Purchase Agreement, 6.28% Senior Notes Due June 26, 2015, and 6.72% Senior Notes due June 26, 2018, dated as of June 26, 2008, by and among Alliance Resource Operating Partners, L.P. and various investors ​ 8-K ​ 000-26823 08928968 ​ 10.1 ​ 07/01/2008 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.25 ​ First Amendment, dated as of June 26, 2008, to the Note Purchase Agreement, dated August 16, 1999, 8.31% Senior Notes due August 20, 2014, by and among Alliance Resource Operating Partners, L.P. (as successor to Alliance Resource GP, LLC) and various investors ​ 8-K ​ 000-26823 08928968 ​ 10.2 ​ 07/01/2008 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.26 (1) ​ Third Amendment to the Amended and Restated Alliance Coal, LLC Supplemental Executive Retirement Plan ​ 10-K ​ 000-26823 09647063 ​ 10.52 ​ 03/02/2009 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.27 (1) ​ Amended and Restated Alliance Coal, LLC Supplemental Executive Retirement Plan dated as of January 1, 2011 ​ 10-K ​ 000-26823 11645603 ​ 10.40 ​ 02/28/2011 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.28 (1) ​ Amended and Restated Alliance Resource Management GP, LLC Deferred Compensation Plan for Directors dated as of January 1, 2011 ​ 10-K ​ 000-26823 11645603 ​ 10.42 ​ 02/28/2011 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.29 ​ Amendment No. 2 to Letter of Credit Facility Agreement between Alliance Resource Partners, L.P. and Bank of the Lakes, National Association, dated April 13, 2009 ​ 10-Q ​ 000-26823 09811514 ​ 10.1 ​ 05/08/2009 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.30 (2) ​ Agreement for the Supply of Coal, dated August 20, 2009 between Tennessee Valley Authority and Alliance Coal, LLC ​ 10-Q ​ 000-26823 091164883 ​ 10.2 ​ 11/06/2009 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.31 ​ Amended and Restated Charter for the Compensation Committee of the Board of Directors dated February 23, 2010. ​ 10-K ​ 000-26823 10638795 ​ 10.49 ​ 02/26/2010 ​ ​ ​ ​ 170 Table of Contents ​ ​ ​ ​ Incorporated by Reference ​ ​ Exhibit Number Exhibit Description Form SEC File No. and Film No. Exhibit Filing Date Filed Herewith* ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.32 ​ Amended and Restated Administrative Services Agreement effective January 1, 2010, among Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC, Alliance Resource Holdings II, Inc., Alliance Resource Operating Partners, L.P., Alliance Holdings GP, L.P. and Alliance GP, LLC. ​ 10-Q ​ 000-26823 101000555 ​ 10.1 ​ 08/09/2010 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.33 ​ Uncommitted Line of Credit and Reimbursement Agreement dated April 9, 2010 between Alliance Resource Partners, L.P. and Fifth Third Bank. ​ 10-Q ​ 000-26823 101000555 ​ 10.2 ​ 08/09/2010 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.34 ​ Purchase and Sale Agreement, dated as of December 5, 2014, among Alliance Resource Operating Partners, L.P., as buyer and Alliance Coal, LLC, Gibson County Coal, LLC, Hopkins County Coal, LLC, Mettiki Coal (WV), LLC, Mt. Vernon Transfer Terminal, LLC, River View Coal, LLC, Sebree Mining, LLC, Tunnel Ridge, LLC and White County Coal, LLC, as originators ​ 8-K ​ 000-26823 141277053 ​ 10.1 ​ 12/10/2014 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.35 ​ Sale and Contribution Agreement, dated as of December 5, 2014, among Alliance Resource Operating Partners, L.P., as seller and AROP Funding, LLC, as buyer ​ 8-K ​ 000-26823 141277053 ​ 10.2 ​ 12/10/2014 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.36 ​ Receivables Financing Agreement, dated as of December 5, 2014, among Borrower, PNC Bank, National Association, as administrative agent as well as the letter of credit bank, the persons from time to time party thereto as lenders, the persons from time to time party thereto as letter of credit participants, and Alliance Coal, LLC, as initial servicer ​ 8-K ​ 000-26823 141277053 ​ 10.3 ​ 12/10/2014 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.37 ​ Performance Guaranty, dated as of December 5, 2014, by AROP in favor of PNC Bank, National Association, as administrative agent ​ 8-K ​ 000-26823 141277053 ​ 10.4 ​ 12/10/2014 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.38 ​ Master Lease Agreement, dated as of October 29, 2015, between Alliance Resource Operating Partners, L.P., Hamilton County Coal, LLC and White Oak Resources LLC, as lessees, and PNC Equipment Finance, LLC and the other lessors named therein. ​ 8-K ​ 000-26823 151198024 ​ 10.1 ​ 11/04/2015 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.39 (1) ​ The Amended and Restated Alliance Coal, LLC Long-Term Incentive Plan as amended by the Third Amendment and Fourth Amendment ​ 10-K ​ 000-26823 161460619 ​ 10.46 ​ 02/26/2016 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.40 ​ First Amendment to the Receivables Financing Agreement, dated as of December 4, 2015 ​ 10-Q ​ 000-26823 161634229 ​ 10.1 ​ 05/10/2016 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 171 Table of Contents ​ ​ ​ ​ Incorporated by Reference ​ ​ Exhibit Number Exhibit Description Form SEC File No. and Film No. Exhibit Filing Date Filed Herewith* ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.41 ​ Second Amendment to the Receivables Financing Agreement, dated as of February 24, 2016 ​ 10-Q ​ 000-26823 161634229 ​ 10.2 ​ 05/10/2016 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.42 ​ Joinder Agreement, dated as of February 24, 2016, among Warrior Coal, LLC, Webster County Coal, LLC, White Oak Resources LLC and Hamilton County Coal, LLC, dated as of February 24, 2016 ​ 10-Q ​ 000-26823 161634229 ​ 10.3 ​ 05/10/2016 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.43 ​ Fourth Amended and Restated Credit Agreement, dated as of January 27, 2017, by and among Alliance Resource Operating Partners, L.P., as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. ​ 8-K ​ 000-26823 17567534 ​ 10.1 ​ 02/02/2017 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.44 ​ First Amendment to Note Purchase Agreement, dated as of January 27, 2017, by and among Alliance Resource Operating Partners, L.P. and the subsidiary guarantors and various investors named therein. ​ 8-K ​ 000-26823 17567534 ​ 10.2 ​ 02/02/2017 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.45 ​ Third Amendment to the Receivables Financing Agreement, dated as of December 2, 2016 ​ 10-K ​ 000-26823 17636362 ​ 10.45 ​ 02/24/2017 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.46 ​ Amendment No. 1 dated April 3, 2017 to the Fourth Amended and Restated Credit Agreement, dated as of January 27, 2017, by and among Alliance Resource Operating Partners, L.P., as borrower, the initial lenders, initial issuing banks and swingline bank named therein, JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC and Citigroup Global Markets Inc. as joint lead arrangers, JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., and BOKF, NA DBA Bank of Oklahoma as joint bookrunners, Wells Fargo Bank, National Association, Citibank, N.A., and BOKF, NA DBA Bank of Oklahoma as syndication agents, and the other institutions named therein as documentation agents. ​ 8-K ​ 000-26823 17750742 ​ 10.1 ​ 04/07/2017 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.47 ​ Fourth Amendment to the Receivables Financing Agreement, dated as of November 27, 2017 ​ 10-K ​ 000-26823 18634680 ​ ​ 10.47 ​ 02/23/2018 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.48 ​ Fifth Amendment to the Receivables Financing Agreement, dated as of January 17, 2018 ​ 10-K ​ 000-26823 18634680 ​ 10.48 ​ 02/23/2018 ​ ​ ​ ​ 172 Table of Contents ​ ​ ​ ​ ​ Incorporated by Reference ​ ​ Exhibit Number Exhibit Description Form SEC File No. and Film No. Exhibit Filing Date Filed Herewith* ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.49 ​ ​ Contribution Agreement, dated as of July 28, 2017, by and among Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC, Alliance Resource GP, LLC, ARM GP Holdings, Inc., MGP II, LLC and Alliance Holdings GP, L.P. ​ 8-K ​ 000-26823 17990766 ​ ​ ​ 10.1 ​ 07/28/2017 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.50 ​ First Amendment to Contribution Agreement, dated as of May 31, 2018, by and among Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC, Alliance Resource GP, LLC, ARM GP Holdings, Inc., MGP II, LLC and Alliance Holdings GP, L.P. ​ 8-K ​ 000-26823 18883834 ​ 10.1 ​ 06/06/2018 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.51 ​ Sixth Amendment to the Receivables Financing Agreement, dated as of June 19, 2018 ​ 10-Q ​ 000-26823 18994075 ​ 10.2 ​ 08/06/2018 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.52 ​ Seventh Amendment to the Receivables Financing Agreement, dated as of January 16, 2019 ​ 10-K ​ 000-26823 19624803 ​ 10.52 ​ 02/22/2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.53 ​ Subscription Agreement for Partnership Interest - General Partner Interest dated December 14, 2018 by and among Alliance Resource Partners, L.P., AllDale Minerals, LP and AllDale Mineral Management, LLC. ​ 10-K ​ 000-26823 19624803 ​ 10.53 ​ 02/22/2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.54 ​ Subscription Agreement for Partnership Interest - Limited Partner Interest dated December 14, 2018 by and among Alliance Resource Partners, L.P., AllDale Minerals, LP and AllDale Mineral Management, LLC. ​ 10-K ​ 000-26823 19624803 ​ 10.54 ​ 02/22/2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.55 ​ Subscription Agreement for Partnership Interest - General Partner Interest dated December 14, 2018 by and among Alliance Resource Partners, L.P., AllDale Minerals II, LP and AllDale Mineral Management II, LLC. ​ 10-K ​ 000-26823 19624803 ​ 10.55 ​ 02/22/2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.56 ​ Subscription Agreement for Partnership Interest - Limited Partner Interest dated December 14, 2018 by and among Alliance Resource Partners, L.P., AllDale Minerals II, LP and AllDale Mineral Management II, LLC. ​ 10-K ​ 000-26823 19624803 ​ 10.56 ​ 02/22/2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.57 ​ AllDale Minerals, LP Joinder Agreements dated January 3, 2019 by and among Alliance Royalty, LLC, AllRoy GP, LLC and AllDale Minerals, LP. ​ 10-K ​ 000-26823 19624803 ​ 10.57 ​ 02/22/2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 173 Table of Contents ​ ​ ​ ​ Incorporated by Reference ​ ​ Exhibit Number Exhibit Description Form SEC File No. and Film No. Exhibit Filing Date Filed Herewith* ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.58 ​ AllDale Minerals II, LP Joinder Agreements dated January 3, 2019 by and among Alliance Royalty, LLC, AllRoy GP, LLC and AllDale Minerals II, LP. ​ 10-K ​ 000-26823 19624803 ​ 10.58 ​ 02/22/2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.59 ​ Purchase and Sale Agreement by and between Wing Resources LLC, and Wing Resources II LLC, as sellers, and Alliance Resource Partners, L.P., as buyer, dated as of June 21, 2019 . ​ 10-Q ​ 000-26823 19997858 ​ 10.1 ​ 08/05/2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.60 ​ Eighth Amendment to the Receivables Financing Agreement, dated as of October 22, 2019. ​ 10-Q ​ 000-26823 191192460 ​ 10.2 ​ 11/05/2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.61 ​ Employment letter to Kirk Tholen, dated October 21, 2019. ​ 10-K ​ 000-26823 20636450 ​ 10.61 ​ 02/20/2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.62 ​ Fifth Amended and Restated Credit Agreement, dated as of March 9, 2020, by and among Alliance Resource Operating Partners, L.P., as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. ​ 8-K ​ 000-26823 20711345 ​ 10.1 ​ 03/13/2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.63 ​ Fifth Amendment to the Alliance Coal and Restated Alliance Coal, LLC 2000 Long-Term Incentive Plan. ​ 8-K ​ 000-26823 201385345 ​ 10.1 ​ 12/14/2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.64 ​ Ninth Amendment to the Receivables Financing Agreement, dated as of January 15, 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ þ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 14.1 ​ Code of Ethics for Principal Executive Officer and Senior Financial Officers ​ 10-K ​ 000-26823 13656028 ​ 14.1 ​ 03/01/2013 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 21.1 ​ List of Subsidiaries. ​ ​ ​ ​ ​ ​ ​ ​ ​ þ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23.1 ​ Consent of Ernst & Young LLP. ​ ​ ​ ​ ​ ​ ​ ​ ​ þ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23.2 ​ Consent of Netherland, Sewell & Associates, Inc . ​ ​ ​ ​ ​ ​ ​ ​ ​ þ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.1 ​ Certification of Joseph W. Craft III, President and Chief Executive Officer of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated February 23, 2021, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ ​ ​ ​ ​ ​ ​ þ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.2 ​ Certification of Brian L. Cantrell, Senior Vice President and Chief Financial Officer of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated February 23, 2021, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ ​ ​ ​ ​ ​ ​ þ 174 Table of Contents ​ ​ ​ ​ Incorporated by Reference ​ ​ Exhibit Number Exhibit Description Form SEC File No. and Film No. Exhibit Filing Date Filed Herewith* ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.1 ​ Certification of Joseph W. Craft III, President and Chief Executive Officer and Chairman of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated February 23, 2021, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ ​ ​ ​ ​ ​ ​ ☑ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.2 ​ Certification of Brian L. Cantrell, Senior Vice President and Chief Financial Officer of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated February 23, 2021, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ ​ ​ ​ ​ ​ ​ ☑ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 95.1 ​ Federal Mine Safety and Health Act Information ​ ​ ​ ​ ​ ​ ​ ​ ​ ☑ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 99.1 ​ Report of Netherland, Sewell & Associates, Inc., dated January 14, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ☑ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101 ​ Interactive Data File (Form 10-K for the year ended December 31, 2020 filed in Inline XBRL). ​ ​ ​ ​ ​ ​ ​ ​ ​ ☑ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). ​ ​ ​ ​ ​ ​ ​ ​ ​ ☑ ​ * Filed herewith (or furnished, in the case of Exhibits 32.1 and 32.2). (1) Denotes management contract or compensatory plan or arrangement. (2) Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act, as amended, and the omitted material has been separately filed with the SEC. ​ 175 Table of Contents ​ Signatures ​ Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in Tulsa, Oklahoma, on February 23, 2021. ​ ​ ​ ​ ​ ​ ALLIANCE RESOURCE PARTNERS, L.P. ​ ​ ​ ​ By: Alliance Resource Management GP, LLC ​ ​ ​ its general partner ​ ​ ​ ​ ​ /s/ Joseph W. Craft III ​ ​ Joseph W. Craft III ​ ​ President, Chief Executive ​ ​ Officer and Chairman ​ ​ ​ ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. ​ Signature Title Date ​ ​ ​ ​ ​ ​ /s/ Joseph W. Craft III ​ President, Chief Executive Officer, and Chairman (Principal Executive Officer) ​ February 23, 2021 ​ Joseph W. Craft III ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Brian L. Cantrell ​ Senior Vice President and Chief Financial Officer (Principal Financial Officer) ​ February 23, 2021 ​ Brian L. Cantrell ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Robert J. Fouch ​ Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) ​ February 23, 2021 ​ Robert J. Fouch ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Nick Carter ​ Director ​ February 23, 2021 ​ Nick Carter ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Robert J. Druten ​ Director ​ February 23, 2021 ​ Robert J. Druten ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ John H. Robinson ​ Director ​ February 23, 2021 ​ John H. Robinson ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Wilson M. Torrence ​ Director ​ February 23, 2021 ​ Wilson M. Torrence ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Charles R. Wesley ​ Executive Vice President and Director ​ February 23, 2021 ​ Charles R. Wesley ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 176