What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-09 compared with 2020-02-10 · 120 added, 69 removed, 263 unchanged (42% of the section changed)

19 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of CNX Resources Corporation and Subsidiaries

To the Stockholders and the Board of Directors of CNX Resources Corporation

Opinion on Internal Control over Financial Reporting

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The following is a list, as of February 1, 2021, of CNX executive officers, their ages and their positions and offices held with CNX.

President and Chief Executive Officer

Executive Vice President and Chief Financial Officer

Executive Vice President and Chief Operating Officer

Olayemi Akinkugbe

Executive Vice President and Chief Excellence Officer

Name Age Position

DeIuliis 52 President and Chief Executive Officer

Rush 38 Executive Vice President and Chief Financial Officer

Griffith 43 Executive Vice President and Chief Operating Officer

Olayemi Akinkugbe 46 Executive Vice President and Chief Excellence Officer

Alexander Reyes 49 Executive Vice President, General Counsel and Corporate Secretary

DeIuliis has served as a Director and the Chief Executive Officer of CNX Resources Corporation since May 7, 2014.

He was appointed President of the Company on February 23, 2011.

Prior to the separation of CONSOL Energy Inc.

Including the period prior to the separation of CONSOL Energy Inc.

into two separate companies, Mr.

DeIuliis had more than 25 years of experience with the Company and in that time has held the positions of President and Chief Executive Officer, Chief Operating Officer, Senior Vice President - Strategic Planning, and earlier in his career various engineering positions.

On January 3, 2018, Mr.

DeIuliis was appointed Chairman of the Board and Chief Executive Officer of the general partner of CNX Midstream Partners LP (formerly known as CONE Midstream Partners, LP).

DeIuliis has more than 30 years of experience with the Company and in that time has held the positions of President and Chief Executive Officer, Chief Operating Officer, Senior Vice President - Strategic Planning, and earlier in his career various engineering positions.

He was a Director, President and Chief Executive Officer of CNX Gas Corporation from its creation in 2005 through 2009.

DeIuliis was a Director and Chairman of the Board of the general partner of CONSOL Coal Resources LP (formerly known as CNX Coal Resources LP) from March 16, 2015 until November 28, 2017.

DeIuliis is a registered engineer in the Commonwealth of Pennsylvania and a member of the Pennsylvania bar.

Rush has served as the Executive Vice President and Chief Financial Officer of CNX Resources Corporation since August 2, 2017.

In this role, he is responsible for development and execution of the Company's financial policies and strategy, including risk management, budgeting and planning, and compliance and reporting.

Rush held the same position at CONSOL Energy Inc.

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He previously served as Vice President of Energy Marketing where he oversaw the Company's commercial functions, including mergers and acquisitions, gas marketing and transportation, in addition to holding other strategy and planning, business development and engineering positions during his 13 years with the Company.

He successfully guided the Company through every significant transaction during its transition into a pure play natural gas exploration and production company, including the sale of the Company's five West Virginia coal mines in 2013 and the separation of the Company’s Marcellus Shale joint venture with Noble Energy Inc.

On January 3, 2018, Mr.

Rush was appointed as a Director and named Chief Financial Officer of the general partner of CNX Midstream Partners LP (formerly known as CONE Midstream Partners, LP).

He successfully guided the Company through every significant transaction during its transition into a pure play natural gas exploration and production company.

Rush holds a B.S in civil engineering from the University of Pittsburgh and an M.B.A from Carnegie Mellon University’s Tepper School of Business.

Griffith has served as the Executive Vice President and Chief Operating Officer of CNX Resources Corporation since January 1, 2020 and July 30, 2019 respectively.

Griffith was appointed Director and named Chief Operating Officer of the general partner of CNX Midstream Partners LP (formerly known as CONE Midstream Partners, LP) in February 2019 and July 2019 respectively, and continues to serve as President of the general partner of CNX Midstream Partners LP.

Griffith has served as the Executive Vice President and Chief Operating Officer of CNX Resources Corporation since July 30, 2019.

In this role, he is responsible for daily management of the Company's asset base and safe and effective execution of its operational plan.

Before being appointed to his current position, Mr.

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He was the Director of Diversified Business Units at CNX from April 2014 to November 2015.

Prior to that role, Mr.

Griffith held several positions with the Land Department at CNX, including the Director of Title and Land Services.

Griffith started working for CNX in 2011 and holds a bachelor’s degree from Frostburg State University, a law degree from West Virginia University College of Law, and an M.B.A.

Griffith and holds a bachelor’s degree in physics from Frostburg State University, a law degree from West Virginia University College of Law, and an M.B.A.

from Carnegie Mellon University’s Tepper School of Business.

1 unchanged sentence

Olayemi Akinkugbe has served as the Executive Vice President and Chief Excellence Officer of CNX Resources Corporation since July 30, 2019.

As the Executive Vice President and Chief Excellence Officer of CNX, Mr.

Akinkugbe oversees operational and corporate support functions for the company.

As the Chief Excellence Officer of CNX, Mr.

Akinkugbe oversees all operational and corporate support functions for the company.

In this role, he is responsible for providing services to facilitate safe, environmentally compliant and efficient operational execution, rigorous corporate spend management, and overall daily administration of the enterprise.

Prior to assuming this role, Mr.

Akinkugbe served as Director Virginia Operations at CNX, a role he assumed in July 2018.

Akinkugbe served as Director Virginia Operations at CNX, a

role he assumed in July 2018.

Akinkugbe served as Director Business Development from September 2017 through July 2018, General Manager - Planning and Petroleum Reserves from February 2014 through September 2017, and served in various other positions, including with the Engineering Department, throughout his tenure at CNX, which started in 2003.

Akinkugbe holds a master’s degree in Engineering from West Virginia University and an M.B.A.

Akinkugbe holds an undergraduate degree in mineral engineering, a master’s degree in engineering with a specialty in rock mechanics from West Virginia University, and an M.B.A.

from Carnegie Mellon University’s Tepper School of Business.

Alexander Reye s has served as the Executive Vice President, General Counsel, and Corporate Secretary of CNX Resources Corporation since December 21, 2020.

Reyes has a breadth of corporate legal and business expertise in the energy industry.

He first joined CNX in 2006, and spent 14 years with the company, with responsibilities ranging from legal management of major transactions to leading the Company’s Land department.

Before rejoining CNX to become General Counsel, for much of 2020 Alex served as Chair of the Corporate Practice Group of Pittsburgh-based Leech Tishman Fuscaldo & Lampl, LLC.

He began his career at Buchanan Ingersoll PC where his practice focused on mergers and acquisitions, joint ventures, securities, financings, and corporate governance.

He is a graduate of the Duquesne University School of Law where he served as an editor of The Duquesne Law Review.

Reyes holds a Bachelors of Business Administration degree in finance from The George Washington University.

CNX has a written Code of Employee Business Conduct and Ethics that applies to CNX's Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer), Chief Accounting Officer (Principal Accounting Officer) and others.

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Any amendments to, or waivers from, a provision of our Code of Employee Business Conduct and Ethics that applies to our Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer and that relates to any element enumerated in paragraph (b) of Item 406 of Regulation S-K shall be disclosed by posting such information on our website at www.cnx.com.

By certification dated June 11, 2019, CNX's Chief Executive Officer certified to the New York Stock Exchange (NYSE) that he was not aware of any violation by the Company of the NYSE corporate governance listing standards.

By certification dated May 27, 2020, CNX's Chief Executive Officer certified to the New York Stock Exchange (NYSE) that he was not aware of any violation by the Company of the NYSE corporate governance listing standards.

In addition, the required Sarbanes-Oxley Act, Section 302 certifications regarding the quality of our public disclosures were filed by CNX Resources as exhibits to this Form 10-K.

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1 - ELECTION OF DIRECTORS - Determination of Director Independence in the Proxy Statement.

PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated by reference from the information under the caption “ACCOUNTANTS AND AUDIT COMMITTEE-INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” in the Proxy Statement.

EXHIBITS, FINANCIAL STATMENT SCHEDULES

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

In reviewing any agreements incorporated by reference in this Form 10-K or filed with this Form 10-K, please remember that such agreements are included to provide information regarding their terms.

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Accordingly, these representations and warranties alone may not describe the actual state of affairs as of the date they were made or at any other time.

Financial Statements Contained in Item 8 hereof.

Financial Statement Schedule-Schedule II Valuation and Qualifying Accounts contained below, following the signature page.

Exhibits and Exhibit Index.

Membership Interest and Asset Purchase Agreement dated February 26, 2016, by and among the Company, CONSOL Mining Holding Company LLC, CONSOL Buchanan Mining Company LLC, CONSOL Amonate Mining Company LLC CONSOL Mining Company LLC, CNX Land LLC, CNX Marine Terminals Inc., CNX RCPC LLC, CONSOL Pennsylvania Coal Company LLC and CONSOL Amonate Facility LLC and Coronado IV LLC, incorporated by reference to Exhibit 2.1 to Form 8-K (file no.

001-14901) filed on February 29, 2016.

(a)(1) Financial Statements Contained in Item 8 hereof.

(a)(2) Financial Statement Schedule-Schedule II Valuation and Qualifying Accounts contained below, following the signature page.

(a)(3) Exhibits and Exhibit Index.

Separation and Distribution Agreement, dated as of November 28, 2017, by and between the Company and CONSOL Mining Corporation, incorporated by reference to Exhibit 2.1 to Form 8-K (file no.

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001-14901) filed on December 4, 2017.

Agreement and Plan of Merger, dated as of July 26, 2020, by and among the Company, CNX Midstream Partners LP, CNX Midstream GP LLC and CNX Resources Holdings LLC, incorporated by reference to Exhibit 2.1 to Form 8-K (file no.

001-14901) filed on July 27, 2020.

Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to Form 8-K (file no.

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001-14901) filed on April 10, 2019.

Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, filed herewith.

Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference to Exhibit 4.1 to Form 10-K (file no.

001-14901) filed on February 10, 2020.

Indenture, dated as of April 16, 2014, by and among the Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, a national banking association, as trustee, with respect to the 5.875% Senior Notes due 2022, incorporated by reference to Exhibit 4.1 to Form 8-K (file no.

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001-14901) filed on August 12, 2014.

Purchase and Sale Agreement dated July 19, 2016, by and among CONSOL of Kentucky Inc., Island Creek Coal Company, Laurel Run Mining Company, and CNX Land LLC and Southeastern Land, LLC, incorporated by reference to Exhibit 2.1 to Form 8-K (file no.

001-14901) filed on July 25, 2016.

Contribution Agreement dated as of November 15, 2016, by and among CONE Gathering LLC, CONE Midstream GP LLC, CONE Midstream Partners LP, CONE Midstream Operating Company LLC and certain other signatories thereto, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

Indenture, dated as of May 1, 2020, by and among the Company, the subsidiary guarantors party thereto and UMB Bank, N.A., as trustee., incorporated by reference to Exhibit 4.1 to Form 8-K (file no.

001-14901) filed on May 4, 2020.

Indenture, dated as of November 30, 2020, by and among the Company, the subsidiary guarantors party thereto and UMB Bank, N.A., as Trustee., incorporated by reference to Exhibit 4.1 to Form 8-K (file no.

001-14901) filed on November 30, 2020.

Indenture, dated as of March 16, 2018, among CNX Midstream Partners LP, CNX Midstream Finance Corp., the guarantors party thereto and UMB Bank, N.A., as Trustee., incorporated by reference to Exhibit 4.1 to Form 8-K (file no.

001-36635) filed on March 16, 2018.

Second Amended and Restated Credit Agreement, dated as of March 8, 2018, by and among the Company, certain of its subsidiaries, PNC Bank, National Association, as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., as syndication agent and the lender parties thereto, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

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001-14901) filed on October 29, 2019.

Stipulation and Agreement of Compromise and Settlement, dated May 8, 2013, between and among (i) plaintiffs Harold L.

Hurwitz and James R.

Gummel, on their own behalf and on behalf of the Class (as defined therein) and (ii) defendants CNX Gas Corporation, CONSOL Energy Inc.

and certain individual defendants, incorporated by reference to Exhibit 10.1 of Form 10-Q (file no.

001-14901) for the quarter ended June 30, 2013, filed on August 5, 2013.

Purchase Agreement, dated as of April 10, 2014, by and among the Company, the subsidiary guarantors party thereto and J.P.

Morgan Securities LLC and Credit Suisse Securities (USA) LLC, as representatives of the several initial purchasers named therein, incorporated by reference to Exhibit 1.1 to Form 8-K (file no.

Amendment No.

4, dated as of April 24, 2020, to the Second Amended and Restated Credit Agreement, dated as of March 8, 2018, by and among the Company, the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent, and PNC Bank, National Association, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on April 28, 2020.

7 unchanged sentences

001-14901) filed on December 4, 2017.

Purchase Agreement, dated as of December 14 ,2017, by and among CNX Gas Company LLC, as Buyer, and NBL Midstream, LLC, as Seller, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

Exchange Agreement, dated as of January 29, 2020, by and among CNX Midstream Partners LP, CNX Midstream GP LLC, and CNX Gas Company LLC, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on January 30, 2020.

Purchase and Sale Agreement, dated June 28, 2018, by and between CNX Gas Company LLC and Ascent Resources - Utica, LLC, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on August 31, 2018.

First Amendment to Purchase and Sale Agreement, dated August 29, 2018, by and between CNX Gas Company LLC and Ascent Resources - Utica, LLC, incorporated by reference to Exhibit 10.2 to Form 8-K (file no.

001-14901) filed on August 31, 2018.

Form of Confirmation of Base Capped Call Transaction, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on May 4, 2020.

Form of Confirmation of Additional Capped Call Transaction, incorporated by reference to Exhibit 10.2 to Form 8-K (file no.

001-14901) filed on May 4, 2020.

Support Agreement, dated as of July 26, 2020, by and among CNX Midstream Partners LP, CNX Gas Company LLC and CNX Gas Holdings, Inc.

incorporated by reference to Exhibit 10.1 to Form 8-K (file number 001-14901) filed on July 27, 2020.

Purchase Agreement, dated as of April 28, 2020, by and among the Company, the subsidiary guarantors party thereto and J.P.

Morgan Securities LLC and Credit Suisse Securities (USA) LLC as representatives of the several initial purchasers named therein., incorporated by reference to Exhibit 1.1 to Form 8-K (file no.

001-14901) filed on May 4, 2020.

Purchase Agreement, dated as of September 8, 2020 by and among the Company, the subsidiary guarantors party thereto and BofA Securities, Inc.

and Wells Fargo Securities, LLC, as representatives of the initial purchasers named therein., incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on September 9, 2020.

Purchase Agreement, dated as of November 24, 2020 by and among the Company, the subsidiary guarantors party thereto and BofA Securities, Inc., incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on November 25, 2020.

Credit Agreement dated as of March 8, 2018, among CNX Midstream Partners LP, certain of its subsidiaries, PNC Bank, National Association, as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., as syndication agent and the lender parties thereto, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-36635) filed on March 12, 2018.

Amendment No.

1 to Credit Agreement, dated as of March 15, 2018, to the Credit Agreement, dated as of March 8, 2018, among CNX Midstream Partners LP, certain of its subsidiaries, PNC Bank, National Association, as administrative agent and collateral agent, JPMorgan Chase Bank, N.A.

as syndication agent and the lender parties thereto, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-36635) filed on March 16, 2018.

Amendment No.

2 to Credit Agreement, dated as of April 24, 2019, to the Credit Agreement, dated as of March 8, 2018, among CNX Midstream Partners LP, certain of its subsidiaries, PNC Bank, National Association, as administrative agent and collateral agent, JPMorgan Chase Bank, N.A.

as syndication agent and the lender parties thereto., incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-36635) filed on April 30, 2019.

Limited Consent and Amendment to Credit Agreement, dated December 22, 2017, by and among CONE Midstream Partners LP, as Borrower, certain subsidiaries of the Borrower as Guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and other lender parties thereto, incorporated by reference to Exhibit 10.10 to Form 10-K (file no.

001-36635) filed on February 7, 2018.

Purchase and Sale Agreement, dated as of February 7, 2018, by and among CNX Midstream Partners LP, CNX Midstream DevCo I LP, CNX Midstream DevCo III LP, CNX Gathering LLC, and, for certain purposes, CNX Midstream DevCo I GP LLC, CNX Midstream DevCo III GP LLC and CNX Midstream Operating Company LLC, incorporated by reference to Exhibit 10.75 to Form 10-K (file no.

001-14901) for the year ended December 31, 2017, filed on February 7, 2018.

Letter Agreement, dated August 24, 2007, by and between the Company and Nicholas J.

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001-14901) for the year ended December 31, 2017, filed on February 7, 2018.

CNX Resources Corporation Amended and Restated Equity and Incentive Compensation Plan, effective May 6, 2020, incorporated by reference to Exhibit 99.1 to Form 8-K (file no.

001-14901) filed on May 7, 2020.

Amendment to CNX Resources Corporation Amended and Restated Equity and Incentive Compensation Plan, effective September 28, 2020, incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-8 filed on September 28, 2020.

Form of Non-Qualified Stock Option Award Agreement for Employees (February 17, 2009 and through 2012), incorporated by reference to Exhibit 10.28 to Form S-4 (file no.

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001-14901) for the quarter ended June 30, 2019, filed on July 30, 2019.

Form of Non-Qualified Stock Option Agreement for Employees (for 2020 awards), filed herewith.

Form of CNX Resources Corporation Non-Employee Director Non-Qualified Stock Option agreement, incorporated by reference to Exhibit 10.8 to Form 10-Q (file no.

001-14901) for the quarter ended June 30, 2020, filed on August 3, 2020.

Form of Non-Qualified Stock Option Agreement for Employees (for 2020 awards), incorporated by reference to Exhibit 10.31 to Form 10-K (file no.

001-14901) for the year ended December 31, 2019, filed on February 10, 2020.

Form of Restricted Stock Unit Award Agreement for Directors, incorporated by reference to Exhibit 10.5 to Form 10-Q (file no.

001-14901) for the quarter ended June 30, 2019, filed on July 30, 2019.

Form of Restricted Stock Unit Award Under CNX Resources Corporation Amended and Restated Equity and Incentive Compensation Plan for Non-Employee Directors, incorporated by reference to Exhibit 10.7 to Form 10-Q (file no.

001-14901) for the quarter ended June 30, 2020, filed on August 3, 2020.

Form of Restricted Stock Unit Award Agreement for CEO (for 2019 awards), incorporated by reference to Exhibit 10.37 to Form 10-K (file no.

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001-14901) for the year ended December 31, 2018, filed on February 7, 2019.

Form of Restricted Stock Unit Award Agreement for Employees (for 2020 awards), filed herewith.

Form of Restricted Stock Unit Award Agreement for Employees (for 2020 awards), incorporated by reference to Exhibit 10.42 to Form 10-K (file no.

001-14901) for the year ended December 31, 2019, filed on February 10, 2020.

Form of Performance Share Unit Award Agreement (for 2016 awards), incorporated by reference to Exhibit 10.79 to Form 10-K (file no.

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001-14901) for the year ended December 31, 2018, filed on February 7, 2019.

Form of Performance Share Unit Award Agreement (for 2020 awards), filed herewith.

Form of Performance Share Unit Award Agreement (for 2020 awards), incorporated by reference to Exhibit 10.48 to Form 10-K (file no.

001-14901) for the year ended December 31, 2019, filed on February 10, 2020.

Directors' Deferred Fee Plan (2004 Plan) (Amended and Restated on December 4, 2007), incorporated by reference to Exhibit 10.3 to Form 10-Q (file no.

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001-14901) for the quarter ended June 30, 2019, filed on July 30, 2019.

Form of CNX Resources Corporation Amended and Restated Equity and Incentive Compensation Plan Deferred Stock Unit Grant Agreement for Non-Employee Directors, incorporated by reference to Exhibit 10.6 to Form 10-Q (file no.

001-14901) for the quarter ended June 30, 2020, filed on August 3, 2020.

Trust Agreement (Amended and Restated on March 20, 2008) (Directors' Deferred Fee Plan (2004 Plan)), incorporated by reference to Exhibit 10.4 to Form 10-Q (file no.

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001-14901) for the quarter ended June 30, 2019, filed on July 30, 2019.

Amendment, effective September 24, 2019, to the Amended and Restated Supplemental Retirement Plan of CNX Resources Corporation as amended and restated effective November 28, 2017, filed herewith.

Amendment, effective September 24, 2019, to the Amended and Restated Supplemental Retirement Plan of CNX Resources Corporation as amended and restated effective November 28, 2017, incorporated by reference to Exhibit 10.61 to Form 10-K (file no.

001-14901) for the year ended December 31, 2019, filed on February 10, 2020.

CNX Resources Corporation Defined Contribution Restoration Plan, effective January 1, 2012, as amended and restated effective November 28, 2017, incorporated by reference to Exhibit 10.73 to Form 10-K (file no.

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001-14901) for the quarter ended March 31, 2014, filed on May 6, 2014.

001-14901) for the year ended December 31, 2017, filed on February 7, 2018.

Letter Agreement, dated as of September 24, 2019, by and between the Company and Timothy Dugan, filed herewith.

Change in Control Severance Agreement, dated as of February 8, 2021, by and between the Company and Alexander Reyes, filed herewith.

Letter Agreement, dated as of December 4, 2020, by and between the Company and Stephanie Gill, filed herewith.

Form of Restricted Stock Unit Award Agreement for CEO (for 2021 awards), filed herewith.

Form of Performance Share Unit Award Agreement for CEO (for 2021 awards), filed herewith.

Form of Performance-Based Restricted Stock Unit Award Agreement for CEO (for 2021 awards), filed herewith.

Form of Restricted Stock Unit Award Agreement for Non-CEO (for 2021 awards), filed herewith.

Form of Performance Share Unit Award Agreement for Non-CEO (for 2021 awards), filed herewith.

Form of Performance-Based Restricted Stock Unit Award Agreement for Non-CEO (for 2021 awards), filed herewith.

Subsidiaries of CNX Resources Corporation.

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Engineers' Audit Letter

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104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed as of the 9th day of February, 2021, by the following persons on behalf of the registrant in the capacities indicated:

Signature Title

/s/ N ICHOLAS J.

Director, Chief Executive Officer and President

(Duly Authorized Officer and Principal Executive Officer)

DeIuliis (Duly Authorized Officer and Principal Executive Officer)

/s/ D ONALD W.

Chief Financial Officer and Executive Vice President

(Duly Authorized Officer and Principal Financial Officer)

Chief Financial Officer

Rush (Duly Authorized Officer and Principal Financial Officer)

SHEPARD Chief Accounting Officer and Vice President

Shepard (Duly Authorized Officer and Principal Accounting Officer)

/s/ J ASON L.

Chief Accounting Officer and Vice President

(Duly Authorized Officer and Principal Accounting Officer)

Vice President and Controller

/s/ W ILLIAM N.

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Palmer Clarkson

/s/ W ILLIAM E.

/s/ M AUREEN E.

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Bernard Lanigan Jr.

/s/ IAN MCGUIRE

/s/ IAN MCGUIRE Director

CNX RESOURCES CORPORATION AND SUBSIDIARIES

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(Dollars in thousands)

Additions Deductions

Balance at Release of Balance at

Beginning Charged to Valuation Charged to End

of Period Expense Allowance Expense of Period

Year Ended December 31, 2020

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Foreign Tax Credits 43,194 — — — 43,194

Total $ 125,054 $ 48 $ ( 2,004 ) $ — $ 123,098

Year Ended December 31, 2019

State Operating Loss Carry-Forwards $ 47,964 $ 33,238 $ — $ — $ 81,202

Deferred Deductible Temporary Differences

Charitable Contributions 3,297 — ( 2,639 ) — 658

162(m) Officers Compensation

Foreign Tax Credits 43,194 — — — 43,194

Total $ 94,455 $ 33,238 $ ( 2,639 ) $ — $ 125,054

Year Ended December 31, 2018

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162(m) Officers Compensation 5,957 — ( 5,957 ) — —

AMT Credit 12,413 1,983 ( 14,396 ) — —

Foreign Tax Credits 44,402 — ( 1,208 ) — 43,194

Total $ 136,576 $ 2,124 $ ( 44,245 ) $ — $ 94,455

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures