UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended ~~June~~September 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-38147

CONSOL Energy Inc.

(Exact name of registrant as specified in its charter)

Delaware

82-1954058

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

275 Technology Drive Suite 101

Canonsburg, PA 15317-9565

(724) 416-8300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CEIX	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

CONSOL Energy Inc. had ~~34,867,738~~34,871,358 shares of common stock, $0.01 par value, outstanding at ~~July 22,~~October 21, 2022.

Table of Contents

TABLE OF CONTENTS

	Part I. Financial Information	Page

Item 1.	Financial Statements
	Consolidated Statements of Income for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021	4
	Consolidated Statements of Comprehensive Income for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021	5
	Consolidated Balance Sheets at ~~June~~September 30, 2022 and December 31, 2021	6
	Consolidated Statements of Stockholders' Equity for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021	8
	Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021	910
	Notes to Consolidated Financial Statements	1011

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	51

Item 4.	Controls and Procedures	52

	Part II. Other Information

Item 1.	Legal Proceedings	52

Item 1A.	Risk Factors	52

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5352

Item 3.	Defaults Upon Senior Securities	5352

Item 4.	Mine Safety Disclosures	5352

Item 5.	Other Information	5352

Item 6.	Exhibits	5453

	Signatures	5554

Table of Contents

IMPORTANT DEFINITIONS REFERENCED IN THIS QUARTERLY REPORT

Unless the context otherwise requires:

•

“CONSOL Energy,” “we,” “our,” “us,” “our Company” and “the Company” refer to CONSOL Energy Inc. and its subsidiaries;

•

“Btu” means one British Thermal unit;

	•	“CCR Merger” refers to the merger under that certain Agreement and Plan of Merger, dated as of October 22, 2020, among the Company, Transformer LP Holdings Inc. (“Holdings”), a wholly-owned subsidiary of the Company, Transformer Merger Sub LLC, a wholly-owned subsidiary of Holdings (“Merger Sub”), the Partnership and the General Partner, pursuant to which Merger Sub merged with and into the Partnership, with the Partnership surviving as an indirect, wholly-owned subsidiary of the Company, which merger closed on December 30, 2020;

	•	“Coal Business” refers to (i) the Pennsylvania Mining Complex (PAMC) and certain other coal assets; (ii) the CONSOL Marine Terminal; (iii) ~~development of~~ the Itmann Mine; and (iv) the Greenfield Reserves and Resources and certain related coal assets and liabilities;

•

“CONSOL Marine Terminal” refers to the Company's terminal operations located at the Port of Baltimore;

•

“former parent” refers to CNX Resources Corporation and its consolidated subsidiaries;

•

“General Partner” refers to PA Mining Complex GP LLC (formerly known as CONSOL Coal Resources GP LLC), a Delaware limited liability company and the general partner of the Partnership;

•

“Greenfield Reserves and Resources” means those undeveloped reserves and resources owned by the Company in the Northern Appalachian, Central Appalachian and Illinois basins that are not associated with the Pennsylvania Mining Complex or the Itmann ~~Mine project;~~Mine;

•

“Itmann Mine” refers to the Company's ~~development of a~~ metallurgical coal mine and coal preparation plant located in Wyoming County, West Virginia;

•

“Partnership” refers to PA Mining Complex LP (formerly known as CONSOL Coal Resources LP), a Delaware limited partnership that is a wholly-owned subsidiary of the Company and holds an undivided interest in, and is the sole operator of, the Pennsylvania Mining Complex;

•

“Pennsylvania Mining Complex” or “PAMC” refers to the Bailey, Enlow Fork and Harvey coal mines, the Central Preparation Plant, coal reserves and related assets and operations located in southwestern Pennsylvania and northern West Virginia; and

•

“separation and distribution” refers to the separation of the Coal Business from our former parent’s other businesses on November 28, 2017; the pro rata distribution of the Company's issued and outstanding shares of common stock to its former parent's stockholders on November 28, 2017, and the creation, as a result of the distribution, of an independent, publicly-traded company (the Company) to hold the assets and liabilities associated with the Coal Business after the distribution.

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PART I : FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOL ENERGY INC.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(unaudited)

	*Three Months Ended*						*Six Months Ended*						*Three Months Ended*						*Nine Months Ended*
	*June 30,*						*June 30,*						*September 30,*						*September 30,*
Revenue and Other Income:	*2022*			*2021*			*2022*			*2021*			*2022*			*2021*			*2022*			*2021*
Coal Revenue	$	532,692		$	259,832		$	1,009,060		$	545,367		$	472,608		$	258,560		$	1,481,668		$	803,927
Terminal Revenue		21,779			17,380			43,176			35,592			14,840			14,108			58,016			49,700
Freight Revenue		50,411			26,010			88,800			53,023			42,619			19,348			131,419			72,371
Loss on Commodity Derivatives, net		(68,352	)		(20,437	)		(256,506	)		(20,437	)		(65	)		(147,306	)		(256,571	)		(167,743	)
Miscellaneous Other Income		7,724			2,034			12,072			5,223			5,088			4,281			17,160			9,504
Gain on Sale of Assets		365			2,340			6,546			10,542			26,548			21			33,094			10,563
Total Revenue and Other Income		544,619			287,159			903,148			629,310			561,638			149,012			1,464,786			778,322
Costs and Expenses:
Operating and Other Costs		244,764			175,104			463,299			360,638			229,669			188,951			692,968			549,590
Depreciation, Depletion and Amortization		57,880			52,199			113,834			112,096			54,773			55,977			168,607			168,073
Freight Expense		50,411			26,010			88,800			53,023			42,619			19,348			131,419			72,371
General and Administrative Costs		27,364			22,486			64,513			46,026			30,406			22,606			94,919			68,631
Loss (Gain) on Debt Extinguishment		1,565			(106	)		3,687			(789	)		674			132			4,361			(657	)
Interest Expense, net		13,121			16,187			27,473			31,448			11,962			16,045			39,435			47,493
Total Costs and Expenses		395,105			291,880			761,606			602,442			370,103			303,059			1,131,709			905,501
Earnings (Loss) Before Income Tax		149,514			(4,721	)		141,542			26,868			191,535			(154,047	)		333,077			(127,179	)
Income Tax Expense (Benefit)		23,223			(8,893	)		19,701			(3,708	)		39,414			(40,258	)		59,115			(43,966	)
Net Income	$	126,291		$	4,172		$	121,841		$	30,576
Net Income (Loss)													$	152,121		$	(113,789	)	$	273,962		$	(83,213	)

Earnings per Share:
Total Basic Earnings per Share	$	3.62		$	0.12		$	3.51		$	0.89
Total Dilutive Earnings per Share	$	3.54		$	0.12		$	3.42		$	0.87
Earnings (Loss) per Share:
Total Basic Earnings (Loss) per Share													$	4.36		$	(3.30	)	$	7.87		$	(2.42	)
Total Dilutive Earnings (Loss) per Share													$	4.25		$	(3.30	)	$	7.68		$	(2.42	)

Dividends Declared per Common Share													$	1.00		$	—		$	1.00		$	—

The accompanying notes are an integral part of these consolidated financial statements.

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CONSOL ENERGY INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(unaudited)

Three Months Ended

Six Months Ended

June 30,

June 30,

2022

2021

2022

2021

Net Income
$ 126,291 $ 4,172 $ 121,841 $ 30,576

Other Comprehensive Income:

Actuarially Determined Long-Term Liability Adjustments (Net of tax: ($508), ($1,427), ($1,016), ($2,591))
1,524 4,125 3,049 7,485
Unrealized Gain on Cash Flow Hedges (Net of tax: ($75), ($135), ($205), ($279))
224 391 615 805
Other Comprehensive Income
1,748 4,516 3,664 8,290

Comprehensive Income
$ 128,039 $ 8,688 $ 125,505 $ 38,866

	*Three Months Ended*						*Nine Months Ended*
	*September 30,*						*September 30,*
	*2022*			*2021*			*2022*		*2021*
Net Income (Loss)	$	152,121		$	(113,789	)	$	273,962	$	(83,213	)

Other Comprehensive Income:
Actuarially Determined Long-Term Liability Adjustments (Net of tax: ($508), ($1,164), ($1,524), ($3,755))		1,525			3,359			4,574		10,844
Unrealized (Loss) Gain on Cash Flow Hedges (Net of tax: $89, ($135), ($116), ($414))		(214	)		390			401		1,195
Other Comprehensive Income		1,311			3,749			4,975		12,039

Comprehensive Income (Loss)	$	153,432		$	(110,040	)	$	278,937	$	(71,174	)

The accompanying notes are an integral part of these consolidated financial statements.

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CONSOL ENERGY INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	(Unaudited)					(Unaudited)
	*June 30,*		*December 31,*			*September 30,*		*December 31,*
	*2022*		*2021*			*2022*		*2021*
ASSETS
Current Assets:
Cash and Cash Equivalents	$	261,569	$	149,913		$	268,853	$	149,913
Restricted Cash - Current		43,025		32,605			45,941		32,605
Accounts and Notes Receivable
Trade Receivables, net		137,346		104,099			106,620		104,099
Other Receivables, net		11,976		11,631			40,750		11,631
Inventories		68,443		62,876			74,955		62,876
Prepaid Expenses and Other Current Assets		18,371		25,216			21,178		25,216
Total Current Assets		540,730		386,340	��		558,297		386,340
Property, Plant and Equipment:
Property, Plant and Equipment		5,333,733		5,250,805			5,351,120		5,250,805
Less - Accumulated Depreciation, Depletion and Amortization		3,373,966		3,272,255			3,397,821		3,272,255
Total Property, Plant and Equipment—Net		1,959,767		1,978,550			1,953,299		1,978,550
Other Assets:
Deferred Income Taxes		63,554		57,011			44,105		57,011
Right of Use Asset - Operating Leases		23,882		21,956			21,512		21,956
Restricted Cash - Non-current		8,065		15,688			5,854		15,688
Salary Retirement		49,075		38,947			54,139		38,947
Other Noncurrent Assets, net		75,413		75,025			85,070		75,025
Total Other Assets		219,989		208,627			210,680		208,627
TOTAL ASSETS	$	2,720,486	$	2,573,517		$	2,722,276	$	2,573,517

The accompanying notes are an integral part of these consolidated financial statements.

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CONSOL ENERGY INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	(Unaudited)						(Unaudited)
	*June 30,*			*December 31,*			*September 30,*			*December 31,*
	*2022*			*2021*			*2022*			*2021*
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	115,004		$	80,343		$	124,553		$	80,343
Current Portion of Long-Term Debt		26,340			57,332			26,493			57,332
Operating Lease Liability, Current Portion		7,144			6,682			5,943			6,682
Commodity Derivatives		174,928			52,204			91,486			52,204
Other Accrued Liabilities		253,088			248,671			266,530			248,671
Total Current Liabilities		576,504			445,232			515,005			445,232
Long-Term Debt:
Long-Term Debt		461,956			568,052			413,645			568,052
Finance Lease Obligations		17,270			26,598			13,530			26,598
Total Long-Term Debt		479,226			594,650			427,175			594,650
Deferred Credits and Other Liabilities:
Postretirement Benefits Other Than Pensions		323,763			329,659			318,585			329,659
Pneumoconiosis Benefits		199,836			203,473			197,960			203,473
Asset Retirement Obligations		215,939			210,718			215,303			210,718
Workers’ Compensation		56,921			58,148			57,040			58,148
Salary Retirement		25,739			26,013			25,602			26,013
Operating Lease Liability		16,787			15,274			15,695			15,274
Other Noncurrent Liabilities		28,177			17,537			33,466			17,537
Total Deferred Credits and Other Liabilities		867,162			860,822			863,651			860,822
TOTAL LIABILITIES		1,922,892			1,900,704			1,805,831			1,900,704

Stockholders' Equity:
Common Stock, $0.01 Par Value; 62,500,000 Shares Authorized, 34,867,738 Shares Issued and Outstanding at June 30, 2022; 34,480,181 Shares Issued and Outstanding at December 31, 2021		349			345
Common Stock, $0.01 Par Value; 62,500,000 Shares Authorized, 34,871,358 Shares Issued and Outstanding at September 30, 2022; 34,480,181 Shares Issued and Outstanding at December 31, 2021								349			345
Capital in Excess of Par Value		646,217			646,945			647,448			646,945
Retained Earnings		402,801			280,960			519,110			280,960
Accumulated Other Comprehensive Loss		(251,773	)		(255,437	)		(250,462	)		(255,437	)
TOTAL EQUITY		797,594			672,813			916,445			672,813
TOTAL LIABILITIES AND EQUITY	$	2,720,486		$	2,573,517		$	2,722,276		$	2,573,517

The accompanying notes are an integral part of these consolidated financial statements.

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CONSOL ENERGY INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Dollars in thousands)

	*Common Stock*		*Capital in Excess of Par Value*			*Retained Earnings*			*Accumulated Other Comprehensive (Loss) Income*			*Total Equity*			*Common Stock*		*Capital in Excess of Par Value*			*Retained Earnings*			*Accumulated Other Comprehensive (Loss) Income*			*Total Equity*
December 31, 2021	$	345	$	646,945		$	280,960		$	(255,437	)	$	672,813		$	345	$	646,945		$	280,960		$	(255,437	)	$	672,813
(Unaudited)
Net Loss		0		0			(4,450	)		0			(4,450	)		—		—			(4,450	)		—			(4,450	)
Actuarially Determined Long-Term Liability Adjustments (Net of $508 Tax)		0		0			0			1,525			1,525
Interest Rate Hedge (Net of $130 Tax)		0		0			0			391			391
Actuarially Determined Long-Term Liability Adjustments (Net of $508 Tax)																—		—			—			1,525			1,525
Interest Rate Hedge (Net of $130 Tax)																—		—			—			391			391
Comprehensive (Loss) Income		0		0			(4,450	)		1,916			(2,534	)		—		—			(4,450	)		1,916			(2,534	)
Issuance of Common Stock		3		(3	)		0			0			0			3		(3	)		—			—			—
Amortization of Stock-Based Compensation Awards		0		4,201			0			0			4,201			—		4,201			—			—			4,201
Shares Withheld for Taxes		0		(6,072	)		0			0			(6,072	)		—		(6,072	)		—			—			(6,072	)
March 31, 2022	$	348	$	645,071		$	276,510		$	(253,521	)	$	668,408		$	348	$	645,071		$	276,510		$	(253,521	)	$	668,408
(Unaudited)
Net Income		0		0			126,291			0			126,291			—		—			126,291			—			126,291
Actuarially Determined Long-Term Liability Adjustments (Net of $508 Tax)		0		0			0			1,524			1,524
Interest Rate Hedge (Net of $75 Tax)		0		0			0			224			224
Actuarially Determined Long-Term Liability Adjustments (Net of $508 Tax)																—		—			—			1,524			1,524
Interest Rate Hedge (Net of $75 Tax)																—		—			—			224			224
Comprehensive Income		0		0			126,291			1,748			128,039			—		—			126,291			1,748			128,039
Issuance of Common Stock		1		(1	)		0			0			0			1		(1	)		—			—			—
Amortization of Stock-Based Compensation Awards		0		1,269			0			0			1,269			—		1,269			—			—			1,269
Shares Withheld for Taxes		0		(122	)		0			0			(122	)		—		(122	)		—			—			(122	)
June 30, 2022	$	349	$	646,217		$	402,801		$	(251,773	)	$	797,594		$	349	$	646,217		$	402,801		$	(251,773	)	$	797,594
(Unaudited)
Net Income																—		—			152,121			—			152,121
Actuarially Determined Long-Term Liability Adjustments (Net of $508 Tax)																—		—			—			1,525			1,525
Interest Rate Hedge (Net of $89 Tax)																—		—			—			(214	)		(214	)
Comprehensive Income																—		—			152,121			1,311			153,432
Amortization of Stock-Based Compensation Awards																—		1,224			—			—			1,224
Shares Withheld for Taxes																—		7			—			—			7
Dividends on Common Shares ($1.00/share)																—		—			(34,871	)		—			(34,871	)
Dividend Equivalents Earned on Stock-Based Compensation Awards																—		—			(941	)		—			(941	)
September 30, 2022															$	349	$	647,448		$	519,110		$	(250,462	)	$	916,445

Common Stock

Capital in Excess of Par Value

Retained Earnings

Accumulated Other Comprehensive (Loss) Income

Total Equity

December 31, 2020
$ 340 $ 642,887 $ 246,850 $ (336,558 ) $ 553,519
(Unaudited)

Net Income
0 0 26,404 0 26,404
Actuarially Determined Long-Term Liability Adjustments (Net of $1,164 Tax)
0 0 0 3,360 3,360
Interest Rate Hedge (Net of $144 Tax)
0 0 0 414 414
Comprehensive Income
0 0 26,404 3,774 30,178
Issuance of Common Stock
4 (4 ) 0 0 0
Amortization of Stock-Based Compensation Awards
0 1,509 0 0 1,509
Shares Withheld for Taxes
0 (2,072 ) 0 0 (2,072 )
CCR Merger
0 (266 ) 0 197 (69 )
March 31, 2021
$ 344 $ 642,054 $ 273,254 $ (332,587 ) $ 583,065
(Unaudited)

Net Income
0 0 4,172 0 4,172
Actuarially Determined Long-Term Liability Adjustments (Net of $1,427 Tax)
0 0 0 4,125 4,125
Interest Rate Hedge (Net of $135 Tax)
0 0 0 391 391
Comprehensive Income
0 0 4,172 4,516 8,688
Issuance of Common Stock
1 (1 ) 0 0 0
Amortization of Stock-Based Compensation Awards
0 1,210 0 0 1,210
Shares Withheld for Taxes
0 (230 ) 0 0 (230 )
June 30, 2021
$ 345 $ 643,033 $ 277,426 $ (328,071 ) $ 592,733

CONSOL ENERGY INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Dollars in thousands)

	*Common Stock*		*Capital in Excess of Par Value*			*Retained Earnings*			*Accumulated Other Comprehensive (Loss) Income*			*Total Equity*
December 31, 2020	$	340	$	642,887		$	246,850		$	(336,558	)	$	553,519
(Unaudited)
Net Income		—		—			26,404			—			26,404
Actuarially Determined Long-Term Liability Adjustments (Net of $1,164 Tax)		—		—			—			3,360			3,360
Interest Rate Hedge (Net of $144 Tax)		—		—			—			414			414
Comprehensive Income		—		—			26,404			3,774			30,178
Issuance of Common Stock		4		(4	)		—			—			—
Amortization of Stock-Based Compensation Awards		—		1,509			—			—			1,509
Shares Withheld for Taxes		—		(2,072	)		—			—			(2,072	)
CCR Merger		—		(266	)		—			197			(69	)
March 31, 2021	$	344	$	642,054		$	273,254		$	(332,587	)	$	583,065
(Unaudited)
Net Income		—		—			4,172			—			4,172
Actuarially Determined Long-Term Liability Adjustments (Net of $1,427 Tax)		—		—			—			4,125			4,125
Interest Rate Hedge (Net of $135 Tax)		—		—			—			391			391
Comprehensive Income		—		—			4,172			4,516			8,688
Issuance of Common Stock		1		(1	)		—			—			—
Amortization of Stock-Based Compensation Awards		—		1,210			—			—			1,210
Shares Withheld for Taxes		—		(230	)		—			—			(230	)
June 30, 2021	$	345	$	643,033		$	277,426		$	(328,071	)	$	592,733
(Unaudited)
Net Loss		—		—			(113,789	)		—			(113,789	)
Actuarially Determined Long-Term Liability Adjustments (Net of $1,164 Tax)		—		—			—			3,359			3,359
Interest Rate Hedge (Net of $135 Tax)		—		—			—			390			390
Comprehensive (Loss) Income		—		—			(113,789	)		3,749			(110,040	)
Amortization of Stock-Based Compensation Awards		—		1,888			—			—			1,888
Shares Withheld for Taxes		—		(1	)		—			—			(1	)
September 30, 2021	$	345	$	644,920		$	163,637		$	(324,322	)	$	484,580

The accompanying notes are an integral part of these consolidated financial statements.

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CONSOL ENERGY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(unaudited)

	*Six Months Ended*						*Nine Months Ended*
	*June 30,*						*September 30,*
	*2022*			*2021*			*2022*			*2021*
Cash Flows from Operating Activities:
Net Income	$	121,841		$	30,576
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Net Income (Loss)							$	273,962		$	(83,213	)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization		113,834			112,096			168,607			168,073
Gain on Sale of Assets		(6,546	)		(10,542	)		(33,094	)		(10,563	)
Stock-Based Compensation		5,470			2,719			6,694			4,607
Amortization of Debt Issuance Costs		3,980			4,331			6,682			6,472
Loss (Gain) on Debt Extinguishment		3,687			(789	)		4,361			(657	)
Unrealized Mark-to-Market Loss on Commodity Derivative Instruments		96,331			20,437
Deferred Income Taxes		(7,762	)		(3,708	)		13,095			(43,966	)
Equity in Earnings of Affiliates		291			312
Other Adjustments to Net Income								3,880			507
Changes in Operating Assets:
Accounts and Notes Receivable		(33,585	)		45,093			(3,304	)		53,970
Inventories		(5,567	)		(3,099	)		(11,685	)		185
Prepaid Expenses and Other Assets		6,845			6,436			6,069			446
Changes in Other Assets		(10,356	)		(345	)		(24,866	)		4,952
Changes in Operating Liabilities:
Accounts Payable		29,053			(6,995	)		41,222			6,247
Commodity Derivatives, net Liability								39,282			167,743
Other Operating Liabilities		31,459			2,880			16,951			14,368
Changes in Other Liabilities		(2,417	)		(26,797	)		(8,170	)		(36,028	)
Net Cash Provided by Operating Activities		346,558			172,605			499,686			253,143
Cash Flows from Investing Activities:
Capital Expenditures		(76,061	)		(57,455	)		(134,456	)		(103,318	)
Proceeds from Sales of Assets		7,418			11,918			19,774			12,053
Other Investing Activity		(1,483	)		(182	)		(1,633	)		(338	)
Net Cash Used in Investing Activities		(70,126	)		(45,719	)		(116,315	)		(91,603	)
Cash Flows from Financing Activities:
Payments on Finance Lease Obligations		(12,086	)		(14,625	)		(18,192	)		(20,864	)
Payments on Term Loan A		(41,250	)		(12,500	)		(41,250	)		(25,000	)
Payments on Term Loan B		(75,687	)		(6,223	)		(125,687	)		(6,911	)
Payments on Second Lien Notes		(26,387	)		(14,153	)		(26,387	)		(17,092	)
Proceeds from Long-Term Debt		0			75,000			—			75,000
Payments on Asset-Backed Financing		(375	)		(362	)		(566	)		(546	)
Payments on Other Debt								(23	)		—
Shares Withheld for Taxes		(6,194	)		(2,302	)		(6,187	)		(2,303	)
Debt-Related Financing Fees		0			(2,368	)		(7,766	)		(2,368	)
Net Cash (Used in) Provided by Financing Activities		(161,979	)		22,467
Dividends								(34,871	)		—
Net Cash Used in Financing Activities								(260,929	)		(84	)
Net Increase in Cash and Cash Equivalents and Restricted Cash		114,453			149,353			122,442			161,456
Cash and Cash Equivalents and Restricted Cash at Beginning of Period		198,206			50,850			198,206			50,850
Cash and Cash Equivalents and Restricted Cash at End of Period	$	312,659		$	200,203		$	320,648		$	212,306

Cash and Cash Equivalents	$	261,569		$	146,667		$	268,853		$	161,981
Restricted Cash - Current		43,025			31,669			45,941			37,557
Restricted Cash - Non-current		8,065			21,867			5,854			12,768
Cash and Cash Equivalents and Restricted Cash at End of Period	$	312,659		$	200,203		$	320,648		$	212,306

Non-Cash Investing and Financing Activities:
Finance Lease	$	4,166		$	8,226		$	6,256		$	12,298

The accompanying notes are an integral part of these consolidated financial statements.

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CONSOL ENERGY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars in thousands, except per share data)

NOTE 1—BASIS OF PRESENTATION:

Basis of Presentation

The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2022 are not necessarily indicative of the results that may be expected for future periods.

The Consolidated Balance Sheet at December 31, 2021 has been derived from the Audited Consolidated Financial Statements at that date but does not include all disclosures required by GAAP. This Form 10-Q report should be read in conjunction with CONSOL Energy Inc.'s Annual Report on Form 10-K for the year ended December 31, 2021.

All dollar amounts discussed in these Notes to Consolidated Financial Statements are in thousands of U.S. dollars, except for per ~~unit~~share amounts, and unless otherwise indicated.

Basis of Consolidation

The Consolidated Financial Statements include the accounts of CONSOL Energy Inc. and its wholly-owned and majority-owned and/or controlled subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation.

Recent Accounting Pronouncements

In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-02 - Financial Instruments—Credit Losses (Topic 326). The amendments in this update eliminate the accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The amendments in this update require that an entity disclose current-period gross writeoffs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Management is currently evaluating the impact of this guidance, but does not expect this update to have a material impact on the Company's financial statements.

In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805). The amendments in this update apply to all entities that enter into a business combination within the scope of Subtopic 805-10, Business Combinations—Overall. The amendments in this update require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amendments in this update do not affect the accounting for other assets or liabilities that may arise from revenue contracts with customers in accordance with Topic 606. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Management is currently evaluating the impact of this guidance, but does not expect this update to have a material impact on the Company's financial statements.

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Earnings per Share

Basic earnings per share are computed by dividing net income (loss) by the weighted average number of shares outstanding during the reporting period. Dilutive earnings per share are computed similarly to basic earnings per share, except that the weighted average number of shares outstanding is increased to include additional shares from restricted stock units and performance share units, if dilutive. The number of additional shares is calculated by assuming that outstanding restricted stock units and performance share units were released, and that the proceeds from such activities, as applicable, were used to acquire shares of common stock at the average market price during the reporting period.

The table below sets forth the share-based awards that have been excluded from the computation of diluted earnings per share because their effect would be anti-dilutive:

	*Three Months Ended*				*Six Months Ended*				*Three Months Ended*				*Nine Months Ended*
	*June 30,*				*June 30,*				*September 30,*				*September 30,*
	*2022*		*2021*		*2022*		*2021*		*2022*		*2021*		*2022*		*2021*
Anti-Dilutive Restricted Stock Units		189		42,321		7,056		51,101		80		983,708		403		1,063,253
Anti-Dilutive Performance Share Units		0		0		0		0		—		78,635		—		89,544
		189		42,321		7,056		51,101		80		1,062,343		403		1,152,797

The computations for basic and dilutive earnings (loss) per share are as follows:

	*Three Months Ended*				*Six Months Ended*				*Three Months Ended*					*Nine Months Ended*
Dollars in thousands, except per share data	*June 30,*				*June 30,*				*September 30,*					*September 30,*
	*2022*		*2021*		*2022*		*2021*		*2022*		*2021*			*2022*		*2021*
Numerator:
Net Income	$	126,291	$	4,172	$	121,841	$	30,576
Net Income (Loss)									$	152,121	$	(113,789	)	$	273,962	$	(83,213	)

Denominator:
Weighted-average shares of common stock outstanding		34,846,037		34,446,605		34,753,887		34,327,282		34,870,154		34,480,181			34,793,069		34,378,808
Effect of dilutive shares		877,437		643,892		897,904		734,388
Effect of dilutive awards*										906,437		—			900,513		—
Weighted-average diluted shares of common stock outstanding		35,723,474		35,090,497		35,651,791		35,061,670		35,776,591		34,480,181			35,693,582		34,378,808

Earnings per Share:
Earnings (Loss) per Share:
Basic	$	3.62	$	0.12	$	3.51	$	0.89	$	4.36	$	(3.30	)	$	7.87	$	(2.42	)
Dilutive	$	3.54	$	0.12	$	3.42	$	0.87	$	4.25	$	(3.30	)	$	7.68	$	(2.42	)

*During periods in which the Company incurs a net loss, diluted weighted average shares outstanding are equal to basic weighted average shares outstanding because the effect of all equity awards is anti-dilutive.

As of ~~June~~September 30, 2022, CONSOL Energy has 500,000 shares of preferred stock authorized, none of which are issued or outstanding.

Reclassifications

Certain amounts in prior periods have been reclassified to conform with the report classifications of the current period. These reclassifications had no effect on previously reported total assets, net income, stockholders' equity or cash flows from operating activities.

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NOTE 2—REVENUE FROM CONTRACTS WITH CUSTOMERS:

The following tables disaggregate CONSOL Energy's revenue from contracts with customers to depict how the nature, amount, timing and uncertainty of the Company's revenues and cash flows are affected by economic factors:

	*Three Months Ended June 30, 2022*						*Three Months Ended September 30, 2022*
	*Domestic*		*Export*		*Total*		*Domestic*		*Export*		*Total*
Power Generation	$	203,846	$	29,594	$	233,440	$	228,488	$	53,329	$	281,817
Industrial		8,849		156,110		164,959		6,670		117,435		124,105
Metallurgical		0		134,293		134,293		3,536		63,150		66,686
Total Coal Revenue		212,695		319,997		532,692		238,694		233,914		472,608
Terminal Revenue						21,779						14,840
Freight Revenue						50,411						42,619
Total Revenue from Contracts with Customers					$	604,882					$	530,067

	*Three Months Ended June 30, 2021*						*Three Months Ended September 30, 2021*
	*Domestic*		*Export*		*Total*		*Domestic*		*Export*		*Total*
Power Generation	$	112,410	$	27,105	$	139,515	$	146,845	$	26,390	$	173,235
Industrial		3,401		92,663		96,064		3,233		57,534		60,767
Metallurgical		1,350		22,903		24,253		2,233		22,325		24,558
Total Coal Revenue		117,161		142,671		259,832		152,311		106,249		258,560
Terminal Revenue						17,380						14,108
Freight Revenue						26,010						19,348
Total Revenue from Contracts with Customers					$	303,222					$	292,016

	*Six Months Ended June 30, 2022*						*Nine Months Ended September 30, 2022*
	*Domestic*		*Export*		*Total*		*Domestic*		*Export*		*Total*
Power Generation	$	427,346	$	150,035	$	577,381	$	655,834	$	203,364	$	859,198
Industrial		10,794		253,658		264,452		17,464		371,093		388,557
Metallurgical		0		167,227		167,227		3,536		230,377		233,913
Total Coal Revenue		438,140		570,920		1,009,060		676,834		804,834		1,481,668
Terminal Revenue						43,176						58,016
Freight Revenue						88,800						131,419
Total Revenue from Contracts with Customers					$	1,141,036					$	1,671,103

	*Six Months Ended June 30, 2021*						*Nine Months Ended September 30, 2021*
	*Domestic*		*Export*		*Total*		*Domestic*		*Export*		*Total*
Power Generation	$	267,720	$	60,236	$	327,956	$	414,565	$	86,626	$	501,191
Industrial		6,237		173,237		179,474		9,470		230,771		240,241
Metallurgical		2,420		35,517		37,937		4,653		57,842		62,495
Total Coal Revenue		276,377		268,990		545,367		428,688		375,239		803,927
Terminal Revenue						35,592						49,700
Freight Revenue						53,023						72,371
Total Revenue from Contracts with Customers					$	633,982					$	925,998

Coal Revenue

The Company has disaggregated its coal revenue, derived from the PAMC and Itmann operations, between domestic and export revenues, as well as industrial, power generation and metallurgical markets. Domestic coal revenue tends to be derived from contracts that typically have a term of one year or longer, and the pricing is typically fixed. ~~Export~~Historically, export coal revenue ~~tends~~tended to be derived from spot or shorter-term contracts with pricing determined closer to the time of shipment or based on a market index; however, the Company has recently begun to secure several long-term export contracts with varying pricing arrangements. Coal revenue derived from the Itmann operations consists primarily of metallurgical coal sales, while coal revenue derived from the PAMC services all markets due to the nature of its coal quality characteristics.

CONSOL Energy's coal revenue is ~~generally~~ recognized when the performance obligation has been satisfied, and the corresponding transaction price has been determined. Generally, title passes when coal is loaded at the coal preparation facility, at terminal locations or other customer destinations. The Company's coal contract revenue per ton is fixed and determinable based upon either fixed forward pricing or pricing derived from established indices and adjusted for nominal quality characteristics. Some coal contracts also contain positive electric power price-related adjustments, which represent market-driven price adjustments, wherein no additional value is exchanged, in addition to a fixed base price per ton. The Company’s coal contracts generally do not allow for retroactive adjustments to pricing after title to the coal has passed and typically do not have significant financing components.

The estimated transaction price from each of the Company's contracts is based on the total amount of consideration to which the Company expects to be entitled under the contract. Included in the transaction price for certain coal supply contracts is the impact of variable consideration, including quality price adjustments, handling services and per ton price fluctuations based on certain coal sales price indices. The estimated transaction price for each contract is allocated to the Company's performance obligations based on relative stand-alone selling prices determined at contract inception. The Company has determined that each ton of coal represents a separate and distinct performance obligation. Some of the Company's contracts span multiple years and have annual pricing modifications, based upon market-driven or inflationary adjustments, where no additional value is exchanged.

1213

While CONSOL Energy does, from time to time, experience costs of obtaining coal customer contracts with amortization periods greater than one year, those costs are generally immaterial to the Company's net income. At ~~June~~September 30, 2022 and December 31, 2021, the Company did not have any capitalized costs to obtain customer contracts on its Consolidated Balance Sheets. As of and for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company has not recognized any amortization of previously existing capitalized costs of obtaining customer contracts. Further, the Company has not recognized any coal revenue in the current period that is not a result of current period performance.

Terminal Revenue

Terminal revenues are attributable to the Company's CONSOL Marine Terminal and include revenues earned from providing receipt and unloading of coal from rail cars, transporting coal from the receipt point to temporary storage or stockpile facilities located at the Terminal, stockpiling, blending, weighing, sampling, redelivery, and loading of coal onto vessels. Revenues for these services are earned on a ratable basis, and performance obligations are considered fulfilled as the services are performed.

The CONSOL Marine Terminal does not normally experience material costs of obtaining customer contracts with amortization periods greater than one year. At ~~June~~September 30, 2022 and December 31, 2021, the Company did not have any capitalized costs to obtain customer contracts on its Consolidated Balance Sheets. As of and for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company has not recognized any amortization of previously existing capitalized costs of obtaining Terminal customer contracts. Further, the Company has not recognized any revenue in the current period that is not a result of current period performance.

Freight Revenue

Some of CONSOL Energy's coal contracts require that the Company sell its coal at locations other than its coal preparation plant. The cost to transport the Company's coal to the ultimate sales point is passed through to the Company's customers and CONSOL Energy recognizes the freight revenue equal to the transportation costs when title of the coal passes to the customer.

Contract Balances

Contract assets are recorded separately from trade receivables in the Company's Consolidated Balance Sheets and are reclassified to trade receivables as title passes to the customer and the Company's right to consideration becomes unconditional. Credit is extended based on an evaluation of a customer's financial condition and a customer's ability to perform its obligations. CONSOL Energy typically does not have material contract assets that are stated separately from trade receivables since the Company's performance obligations are satisfied as control of the goods or services passes to the customer, thereby granting the Company an unconditional right to receive consideration. Contract liabilities relate to consideration received in advance of the satisfaction of the Company's performance obligations. Contract liabilities are recognized as revenue at the point in time when control of the goods passes to the customer, or over time when services are provided.

NOTE 3—COMPONENTS OF PENSION AND OTHER POST-EMPLOYMENT BENEFIT (OPEB) PLANS NET PERIODIC BENEFIT COSTS:

The components of Net Periodic Benefit (Credit) Cost are as follows:

	*Pension Benefits*												*Other Post-Employment Benefits*												*Pension Benefits*												*Other Post-Employment Benefits*
	*Three Months Ended*						*Six Months Ended*						*Three Months Ended*						*Six Months Ended*						*Three Months Ended*						*Nine Months Ended*						*Three Months Ended*						*Nine Months Ended*
	*June 30,*						*June 30,*						*June 30,*						*June 30,*						*September 30,*						*September 30,*						*September 30,*						*September 30,*
	*2022*			*2021*			*2022*			*2021*			*2022*			*2021*			*2022*			*2021*			*2022*			*2021*			*2022*			*2021*			*2022*			*2021*			*2022*			*2021*
Service Cost	$	302		$	279		$	604		$	558		$	0		$	0		$	0		$	0		$	301		$	278		$	905		$	836		$	—		$	—		$	—		$	—
Interest Cost		4,134			3,554			8,269			7,104			1,975			1,819			3,949			3,637			4,135			3,563			12,404			10,667			1,975			1,819			5,924			5,456
Expected Return on Plan Assets		(9,319	)		(10,542	)		(18,638	)		(21,084	)		0			0			0			0			(9,319	)		(10,542	)		(27,957	)		(31,626	)		—			—			—			—
Amortization of Prior Service Credits		0			0			0			0			(602	)		(601	)		(1,203	)		(1,202	)		—			—			—			—			(601	)		(602	)		(1,804	)		(1,804	)
Amortization of Actuarial Loss		761			1,367			1,519			2,734			879			1,629			1,758			3,258			759			1,368			2,278			4,102			878			1,629			2,636			4,887
Settlement Loss Recognized		0			22			0			22			0			0			0			0			—			—			—			22			—			—			—			—
Net Periodic Benefit (Credit) Cost	$	(4,122	)	$	(5,320	)	$	(8,246	)	$	(10,666	)	$	2,252		$	2,847		$	4,504		$	5,693		$	(4,124	)	$	(5,333	)	$	(12,370	)	$	(15,999	)	$	2,252		$	2,846		$	6,756		$	8,539

(Credits) expenses related to pension and other post-employment benefits are reflected in Operating and Other Costs in the Consolidated Statements of Income.

For the ~~three~~ ~~and~~ ~~six~~nine months ended ~~June~~September 30, 2021, lump sum payments exceeded the total of the projected service cost and interest cost for the plan year, triggering settlement accounting. Accordingly, CONSOL Energy recognized expense of $22 for the ~~three~~ ~~and~~ ~~six~~nine months ended ~~June~~September 30, 2021 in Operating and Other Costs in the Consolidated Statements of Income. The settlement charges represented a pro rata portion of the net unrecognized loss based on the percentage reduction in the projected benefit obligation due to the lump sum payments. The settlement charges noted above also resulted in a remeasurement of the pension plan at June 30, 2021. The settlement and corresponding remeasurement of the pension plan resulted in an adjustment of $766 to Other Comprehensive Income, net of $265 in deferred taxes.

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NOTE 4—COMPONENTS OF COAL WORKERS’ PNEUMOCONIOSIS (CWP) AND WORKERS’ COMPENSATION NET PERIODIC BENEFIT COSTS:

The components of Net Periodic Benefit Cost are as follows:

	*CWP*								*Workers' Compensation*												*CWP*								*Workers' Compensation*
	*Three Months Ended*				*Six Months Ended*				*Three Months Ended*						*Six Months Ended*						*Three Months Ended*				*Nine Months Ended*				*Three Months Ended*						*Nine Months Ended*
	*June 30,*				*June 30,*				*June 30,*						*June 30,*						*September 30,*				*September 30,*				*September 30,*						*September 30,*
	*2022*		*2021*		*2022*		*2021*		*2022*			*2021*			*2022*			*2021*			*2022*		*2021*		*2022*		*2021*		*2022*			*2021*			*2022*			*2021*
Service Cost	$	726	$	1,115	$	1,452	$	2,230	$	1,230		$	1,059		$	2,460		$	2,118		$	727	$	1,115	$	2,179	$	3,345	$	1,230		$	1,059		$	3,690		$	3,177
Interest Cost		1,265		1,177		2,530		2,355		342			282			684			564			1,265		1,178		3,795		3,533		343			282			1,027			846
Amortization of Actuarial Loss (Gain)		1,059		2,091		2,119		4,182		(105	)		(45	)		(210	)		(90	)		1,059		2,091		3,178		6,273		(106	)		(45	)		(316	)		(135	)
State Administrative Fees and Insurance Bond Premiums		0		0		0		0		448			444			885			912			—		—		—		—		449			445			1,334			1,357
Net Periodic Benefit Cost	$	3,050	$	4,383	$	6,101	$	8,767	$	1,915		$	1,740		$	3,819		$	3,504		$	3,051	$	4,384	$	9,152	$	13,151	$	1,916		$	1,741		$	5,735		$	5,245

Expenses related to CWP and workers’ compensation are reflected in Operating and Other Costs in the Consolidated Statements of Income.

NOTE 5—INCOME TAXES:

The Company recorded its provision for income taxes for the three and ~~six~~nine months ended ~~June~~September 30, 2022 of ~~$23,223,~~$39,414, or ~~15.5%~~20.6%, and ~~$19,701,~~$59,115, or ~~13.9%~~17.8%, respectively, of earnings before income taxes, based on its annual estimated income tax rate adjusted for discrete items. The effective tax rate for the three and ~~six~~nine months ended ~~June~~September 30, 2022 differs from the U.S. federal statutory rate of 21%, primarily due to the tax benefit for excess percentage depletion and foreign derived intangible income, partially offset by tax expense related to compensation. ~~The~~These tax provision amounts also include a discrete tax ~~benefit~~adjustments primarily related to equity ~~compensation.~~compensation and investment in affiliates.

The provision for income taxes for the three and ~~six~~nine months ended ~~June~~September 30, 2021 of ($~~8,893)~~40,258), or ~~(188.3%)~~26.1%, and ($~~3,708)~~43,966), or ~~(13.8%)~~34.6%, respectively, of earnings before income taxes was based on the Company's annual estimated income tax rate adjusted for discrete items. The effective tax rate for the three and ~~six~~nine months ended ~~June~~September 30, 2021 differed from the U.S. federal statutory rate of 21%, primarily due to the income tax benefit for excess percentage depletion, partially offset by tax expense related to compensation. These tax provision amounts also included discrete tax adjustments related to prior years' taxes, state tax law changes and equity compensation.

Due to the expectation of taxable income for the year 2022, the Company has recognized a benefit related to the release of a valuation allowance for state tax net operating losses in its annual effective tax rate for the ~~six~~nine months ended ~~June~~September 30, 2022, which resulted in a less than 1% decrease to the Company's annual effective tax rate.

The Company continues to evaluate the impacts of the Inflation Reduction Act of 2022 signed into law by the President of the United States on August 16, 2022, but does not expect this legislation to have a material impact on the Company's financial statements.

The Company is subject to taxation in the United States and certain of its various states, as well as Canada and certain of its various provinces. The Company is subject to examination for the tax periods 2018 through 2021 for federal and state returns.

NOTE 6—CREDIT LOSSES:

Trade receivables are recorded at the invoiced amount and do not bear interest. The Company markets its coal to top-performing rail-served power plants and other end-users in its core market areas. The Company also serves power generation, industrial and metallurgical consumers in international markets from its mines and export terminal. Credit is extended based on an evaluation of a customer's financial condition and a customer's ability to perform its obligations. Trade receivable balances are monitored against approved credit terms. Credit terms are reviewed and adjusted as considered necessary based on changes to a customer's credit profile. If a customer's credit deteriorates, the Company may reduce credit risk exposure by reducing credit terms, obtaining letters of credit, obtaining credit insurance, or requiring pre-payment for shipments.

Other non-trade contractual arrangements consist primarily of overriding royalty agreements and other financial arrangements between the Company and various counterparties. The following table excludes fully reserved receivables associated with certain transactions defined as other non-trade contractual arrangements in the amount of $8,263 at ~~June~~September 30, 2022 and December 31, 2021, as management believes it is probable that these outstanding balances will not be collected. At ~~June~~September 30, 2022, the allowance for credit losses associated with other non-trade contractual arrangements was ~~$12,469~~$12,875 and ~~$3,290,~~$3,065, included in Other Receivables, net and Other Noncurrent Assets, net, respectively, on the Consolidated Balance Sheets. At December 31, 2021, the allowance for credit losses associated with other non-trade contractual arrangements was $12,329 and $2,882, included in Other Receivables, net and Other Noncurrent Assets, net, respectively, on the Consolidated Balance Sheets.

The Company is exposed to credit losses primarily through sales of products and services. The Company's expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade and other accounts receivables. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is based on an aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company's monitoring activities include timely account reconciliations, dispute resolution, payment confirmation, consideration of customers' financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for changes to the assessment of anticipated payment, changes in economic conditions, current industry trends in the markets the Company serves, and changes in the financial health of the Company's counterparties.

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The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected.

	*Trade Receivables*		*Other Non-Trade Contractual Arrangements*		*Trade Receivables*			*Other Non-Trade Contractual Arrangements*

Beginning Balance, December 31, 2021	$	4,597	$	6,948	$	4,597		$	6,948
Provision for expected credit losses		512		548		(3,297	)		729
Ending Balance, June 30, 2022	$	5,109	$	7,496
Ending Balance, September 30, 2022					$	1,300		$	7,677

NOTE 7—INVENTORIES:

Inventory components consist of the following:

	*June 30,*		*December 31,*		*September 30,*		*December 31,*
	*2022*		*2021*		*2022*		*2021*
Coal	$	14,974	$	12,078	$	24,299	$	12,078
Supplies		53,469		50,798		50,656		50,798
Total Inventories	$	68,443	$	62,876	$	74,955	$	62,876

Inventories are stated at the lower of cost or net realizable value. The cost of coal inventories is determined by the first-in, first-out (“FIFO”) method. Coal inventory costs include labor, supplies, equipment costs, operating overhead, depreciation, depletion, amortization and other related costs. The cost of supplies inventory is determined by the average cost method and includes operating and maintenance supplies to be used in the Company's coal operations.

NOTE 8—ACCOUNTS RECEIVABLE SECURITIZATION:

At ~~June~~September 30, 2022, CONSOL Energy and certain of its U.S. subsidiaries are parties to a trade accounts receivable securitization facility with financial institutions for the sale on a continuous basis of eligible trade accounts receivable. In March 2020, the securitization facility was amended to, among other things, extend the maturity date from August 30, 2021 to March 27, 2023.In July 2022, the securitization facility was again amended to, among other things, extend the maturity date to July 29, 2025.

Pursuant to the securitization facility, CONSOL Thermal Holdings LLC, an indirect, wholly-owned subsidiary of the Company, sells current and future trade receivables to CONSOL Pennsylvania Coal Company LLC, a wholly-owned subsidiary of the Company. CONSOL Marine Terminals LLC, a wholly-owned subsidiary of the Company, and CONSOL Pennsylvania Coal Company LLC sell and/or contribute current and future trade receivables (including receivables sold to CONSOL Pennsylvania Coal Company LLC by CONSOL Thermal Holdings LLC) to CONSOL Funding LLC, a wholly-owned subsidiary of the Company (the “SPV”). The SPV, in turn, pledges its interests in the receivables to PNC Bank, N.A., which either makes loans or issues letters of credit on behalf of the SPV. The maximum amount of advances and letters of credit outstanding under the securitization facility may not exceed $100 million.

Loans under the securitization facility accrue interest at a reserve-adjusted ~~LIBOR~~ market index rate equal to the ~~one~~~~-month Eurodollar rate.~~applicable term Secured Overnight Financing Rate (“SOFR”). Loans and letters of credit under the securitization facility also accrue a program fee and a letter of credit participation fee, respectively, ranging from 2.00% to 2.50% per annum depending on the total net leverage ratio of CONSOL Energy. In addition, the SPV paid certain structuring fees to PNC Capital Markets LLC and pays other customary fees to the lenders, including a fee on unused commitments equal to 0.60% per annum.

At ~~June~~September 30, 2022, the Company's eligible accounts receivable yielded ~~$31,105~~$60,850 of borrowing capacity. At ~~June~~September 30, 2022, the facility had 0no outstanding borrowings and ~~$31,231~~$60,026 of letters of credit outstanding, leaving no ~~unused capacity. CONSOL Energy posted $126~~available borrowing capacity of ~~cash collateral to secure the difference in the outstanding letters of credit and the eligible accounts receivable.~~$824. At December 31, 2021, the Company's eligible accounts receivable yielded $21,649 of borrowing capacity. At December 31, 2021, the facility had 0no outstanding borrowings and $21,806 of letters of credit outstanding, leaving 0no unused capacity. CONSOL Energy posted $157 of cash collateral to secure the difference in the outstanding letters of credit and the eligible accounts receivable. Cash collateral of ~~$126 and~~ $157 is included in Restricted Cash - Current in the Consolidated Balance Sheets at ~~June 30, 2022~~ ~~and~~ December 31, 2021~~, respectively.~~. Costs associated with the receivables facility totaled ~~$341~~$198 and ~~$616~~$813 for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, and ~~$257~~$283 and ~~$518~~$801 for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively. These costs have been recorded as financing fees which are included in Operating and Other Costs in the Consolidated Statements of Income. The Company has not derecognized any receivables due to its continued involvement in the collections efforts.

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NOTE 9—PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment consists of the following:

	*June 30,*		*December 31,*		*September 30,*		*December 31,*
	*2022*		*2021*		*2022*		*2021*
Plant and Equipment	$	3,279,307	$	3,209,232	$	3,287,698	$	3,209,232
Coal Properties and Surface Lands		884,597		881,551		894,573		881,551
Airshafts		480,620		473,866		479,540		473,866
Mine Development		360,225		357,479		360,810		357,479
Advance Mining Royalties		328,984		328,677		328,499		328,677
Total Property, Plant and Equipment		5,333,733		5,250,805		5,351,120		5,250,805
Less: Accumulated Depreciation, Depletion and Amortization		3,373,966		3,272,255		3,397,821		3,272,255
Total Property, Plant and Equipment, Net	$	1,959,767	$	1,978,550	$	1,953,299	$	1,978,550

Coal reserves are either owned in fee or controlled by lease. The duration of the leases vary; however, the lease terms are generally extended automatically to the exhaustion of economically recoverable reserves, as long as active mining continues. Coal interests held by lease provide the same rights as fee ownership for mineral extraction and are legally considered real property interests.

As of ~~June~~September 30, 2022 and December 31, 2021, property, plant and equipment includes gross assets under finance leases of ~~$80,273~~$82,467 and $80,232, respectively. Accumulated amortization for finance leases was ~~$41,923~~$47,882 and $34,036 at ~~June~~September 30, 2022 and December 31, 2021, respectively. Amortization expense for assets under finance leases approximated ~~$5,868~~$5,960 and ~~$6,428~~$6,409 for the three months ended ~~June~~September 30, 2022 and 2021, respectively, and ~~$12,098~~$18,058 and ~~$15,047~~$21,456 for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively, and is included in Depreciation, Depletion and Amortization in the accompanying Consolidated Statements of Income.

NOTE 10—OTHER ACCRUED LIABILITIES:

	*June 30,*		*December 31,*		*September 30,*		*December 31,*
	*2022*		*2021*		*2022*		*2021*
Subsidence Liability	$	99,718	$	93,871	$	103,697	$	93,871
Accrued Compensation and Benefits		48,810		47,228		60,984		47,228
Accrued Interest						8,625		9,042
Accrued Other Taxes		9,441		8,474		8,448		8,474
Accrued Interest		8,406		9,042
Other		13,836		16,415		12,479		16,415
Current Portion of Long-Term Liabilities:
Asset Retirement Obligations		27,691		27,400		27,691		27,400
Postretirement Benefits Other than Pensions		23,265		23,638		23,079		23,638
Pneumoconiosis Benefits		12,258		12,398		12,189		12,398
Workers' Compensation		9,663		10,205		9,338		10,205
Total Other Accrued Liabilities	$	253,088	$	248,671	$	266,530	$	248,671

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NOTE 11—LONG-TERM DEBT:

	*June 30,*		*December 31,*		*September 30,*		*December 31,*
	*2022*		*2021*		*2022*		*2021*
Debt:
Term Loan B due in September 2024 (Principal of $163,590 and $239,277 less Unamortized Discount of $351 and $687, 6.17% and 4.61% Weighted Average Interest Rate, respectively)	$	163,239	$	238,590
11.00% Senior Secured Second Lien Notes due November 2025		124,107		149,107
MEDCO Revenue Bonds in Series due September 2025 at 5.75%		102,865		102,865
9.00% PEDFA Solid Waste Disposal Revenue Bonds due April 2028		75,000		75,000
Term Loan A due in March 2023 (5.25% Weighted Average Interest Rate at December 31, 2021)		0		41,250
Other Asset-Backed Financing Arrangements		1,707		2,082
Advance Royalty Commitments (8.01% Weighted Average Interest Rate)		4,858		4,858
Term Loan B due in September 2024 (Principal of $113,590 and $239,277 less Unamortized Discount of $216 and $687, 7.63% and 4.61% Weighted Average Interest Rate, respectively)					$	113,374	$	238,590
11.00% Senior Secured Second Lien Notes due November 2025						124,107		149,107
MEDCO Revenue Bonds in Series due September 2025 at 5.75%						102,865		102,865
9.00% PEDFA Solid Waste Disposal Revenue Bonds due April 2028						75,000		75,000
Term Loan A due in March 2023 (5.25% Weighted Average Interest Rate at December 31, 2021)						—		41,250
Other Debt Arrangements						2,652		2,082
Advance Royalty Commitments (8.01% Weighted Average Interest Rate)						4,858		4,858
Less: Unamortized Debt Issuance Costs		5,718		9,111		4,783		9,111
		466,058		604,641		418,073		604,641
Less: Amounts Due in One Year*		4,102		36,589		4,428		36,589
Long-Term Debt	$	461,956	$	568,052	$	413,645	$	568,052

* Excludes current portion of Finance Lease Obligations of ~~$22,238~~$22,065 and $20,743 at ~~June~~September 30, 2022 and December 31, 2021, respectively.

Senior Secured Credit Facilities

In November 2017, CONSOL Energy entered into a revolving credit facility with PNC Bank, N.A. with commitments up to $300,000 (the “Revolving Credit Facility”), a Term Loan A Facility of up to $100,000 (the “TLA Facility”) and a Term Loan B Facility of up to $400,000 (the “TLB Facility”, and together with the Revolving Credit Facility and the TLA Facility, the “Senior Secured Credit Facilities”). On March 28, 2019, the Company amended the Senior Secured Credit Facilities to increase the borrowing commitment of the Revolving Credit Facility to $400,000 and reallocate the principal amounts outstanding under the TLA Facility and the TLB Facility. On June 5, 2020, the Company amended the Senior Secured Credit Facilities (the ~~“amendment”~~“2020 amendment”) to provide eight quarters of financial covenant relaxation, effect an increase in the rate at which borrowings under the Revolving Credit Facility and the TLA Facility bear interest, and add an anti-cash hoarding provision. On March 29, 2021, the Company amended the Senior Secured Credit Facilities to revise the negative covenant with respect to other indebtedness to allow the Company to incur obligations under the tax-exempt solid waste disposal revenue bonds. On April 13, 2021, the Pennsylvania Economic Development Financing Authority ("PEDFA") Solid Waste Disposal Revenue Bonds were issued. The Revolving Credit Facility was further amended in July 2022 (the “2022 amendment”) to, among other things, extend the maturity date of $260,000 of borrowing commitments from March 28, 2023 to July 18, 2026. The Company will maintain full access to the current $400,000 available under the Revolving Credit Facility until its maturity in March 2023. At that point, the Company's borrowing limit under the Revolving Credit Facility will be reduced to $260,000 until the facility's maturity date in July 2026.

Borrowings under the Company's Senior Secured Credit Facilities ~~bear~~bore interest at a floating rate which ~~can be,~~was, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an alternate base rate plus an applicable margin. The 2022 amendment provides that borrowings under the Senior Secured Credit Facilities will bear interest at a floating rate that is, at the Company's option, either (i) SOFR plus the applicable SOFR adjustment (as defined therein) depending on the applicable interest period plus an applicable margin or (ii) an alternate base rate plus an applicable margin. The applicable margin for the Revolving Credit Facility and the TLA Facility depends on the total net leverage ratio, whereas the applicable margin for the TLB Facility is fixed. The 2020amendment increased the applicable margin by 50 basis points on both the Revolving Credit Facility and the TLA Facility. The administrative agents of our Senior Secured Credit Facilities, in consultation with CONSOL, will choose a replacement index for LIBOR and the parties will execute an amendment to the facilities. LIBOR tenors of 1~~-week and~~ 2~~-month have been discontinued as of~~ ~~December 31, 2021.~~ ~~However, LIBOR will still be published in its current form for the overnight,~~ 1~~-month,~~ 3~~-month,~~ 6~~-month and~~ 12~~-month tenors with a planned cessation after~~ ~~June 30, 2023.~~ ~~In the event that LIBOR would~~ no ~~longer be a published rate index, the allowable alternative base rate and replacement index~~ ~~may~~ ~~increase the Company's interest costs associated with those facilities. The~~ maturity date of the Revolving Credit Facility is July 18, 2026 and the maturity date of the TLA ~~Facilities is~~Facility was March 28, 2023. The TLA Facility was paid in full on June 30, 2022. The TLB Facility's maturity date is September 28, 2024. Obligations under the Senior Secured Credit Facilities are guaranteed by (i) all owners of the PAMC held by the Company, (ii) any other members of the Company’s group that own any portion of the collateral securing the Revolving Credit Facility, and (iii) subject to certain customary exceptions and agreed materiality thresholds, all other existing or future direct or indirect wholly-owned restricted subsidiaries of the Company. The obligations are secured by, subject to certain exceptions (including a limitation of pledges of equity interests in certain subsidiaries and certain thresholds with respect to real property), a first-priority lien on (i) the Company’s interest in the PAMC, (ii) the equity interests in the Partnership held by the Company, (iii) the CONSOL Marine Terminal, (iv) the Itmann Mine and (v) the 1.4 billion tons of Greenfield Reserves and Resources.

The Senior Secured Credit Facilities contain a number of customary affirmative covenants. In addition, the Senior Secured Credit Facilities contain a number of negative covenants, including (subject to certain exceptions) limitations on (among other things): indebtedness, liens, investments, acquisitions, dispositions, restricted payments and prepayments of junior indebtedness. The 2020amendment added additional conditions to be met for the covenants relating to investments in joint ventures, general investments, share repurchases, dividends and repurchases of Second Lien Notes (as defined below). The additional conditions require that the Company have 0no outstanding borrowings and no more than $200,000 of outstanding letters of credit on the Revolving Credit Facility. Further restrictions apply to investments in joint ventures, share repurchases and dividends that require the Company's total net leverage ratio shall not be greater than 2.00 to 1.00.

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The Revolving Credit Facility also includes covenants relating to (i) a maximum first lien gross leverage ratio, (ii) a maximum total net leverage ratio, and (iii) a minimum fixed charge coverage ratio. The maximum first lien gross leverage ratio is calculated as the ratio of Consolidated First Lien Debt to Consolidated EBITDA. Consolidated EBITDA, as used in the covenant calculation, excludes non-cash compensation expenses, non-recurring transaction expenses, extraordinary gains and losses, gains and losses on discontinued operations, non-cash charges related to legacy employee liabilities and gains and losses on debt extinguishment, and subtracts cash payments related to legacy employee liabilities. The maximum total net leverage ratio is calculated as the ratio of Consolidated Indebtedness, minus Cash on Hand, to Consolidated EBITDA. The minimum fixed charge coverage ratio is calculated as the ratio of Consolidated EBITDA to Consolidated Fixed Charges. Consolidated Fixed Charges, as used in the covenant calculation, include cash interest payments, cash payments for income taxes, scheduled debt repayments, dividends paid and Maintenance Capital Expenditures. The 2022amendment revised the financial covenants applicable to the Revolving Credit ~~Facility and the TLA~~ Facility relating to the maximum first lien gross leverage ratio, maximum total net leverage ratio and minimum fixed charge coverage ratio, so that among other things, for the fiscal quarters ending on or after June 30, 2022, the maximum first lien gross leverage ratio shall be ~~1.75~~1.50 to 1.00, the maximum total net leverage ratio shall be ~~2.75~~2.50 to 1.00 and the minimum fixed charge coverage ratio shall be 1.10 to 1.00.

The Company's first lien gross leverage ratio was ~~0.38~~0.23 to 1.00 at ~~June~~September 30, 2022. The Company's total net leverage ratio was ~~0.46~~0.28 to 1.00 at ~~June~~September 30, 2022. The Company's fixed charge coverage ratio was ~~2.51~~2.55 to 1.00 at ~~June~~September 30, 2022. The Company was in compliance with all of its financial covenants under the Senior Secured Credit Facilities as of ~~June~~September 30, 2022.

The TLB Facility also includes a financial covenant that requires the Company to repay a certain amount of its borrowings under the TLB Facility within ten business days after the date it files its Annual Report on Form 10-K with the Securities and Exchange Commission if the Company has excess cash flow (as defined in the credit agreement for the Senior Secured Credit Facilities) during the year covered by the applicable Annual Report on Form 10-K. As a result of achieving certain financial metrics as of December 31, 2021, the Company was not required to make an excess cash flow payment with respect to the year ended December 31, 2021. During the ~~six~~nine months ended ~~June~~September 30, 2021, CONSOL Energy made the required repayment of $4,848 based on the amount of the Company's excess cash flow as of December 31, 2020. The required repayment is equal to a certain percentage of the Company’s excess cash flow for such year, ranging from 0% to 75% depending on the Company’s total net leverage ratio, less the amount of certain voluntary prepayments made by the Company, if any, under the TLB Facility during such fiscal year. The amount of excess cash flow is a covenant feature only applicable as of the Company's year-end and will be calculated as of December 31, 2022.

At ~~June~~September 30, 2022, the Revolving Credit Facility had 0no borrowings outstanding and ~~$157,501~~$128,264 of letters of credit outstanding, leaving ~~$242,499~~$271,736 of unused capacity. At December 31, 2021, the Revolving Credit Facility had 0no borrowings outstanding and $169,241 of letters of credit outstanding, leaving $230,759 of unused capacity. From time to time, CONSOL Energy is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies' statutes and regulations. CONSOL Energy sometimes uses letters of credit to satisfy these requirements and these letters of credit reduce the Company's borrowing facility capacity.

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Second Lien Notes

In November 2017, CONSOL Energy issued $300,000 in aggregate principal amount of 11.00% Senior Secured Second Lien Notes due 2025 (the “Second Lien Notes”) pursuant to an indenture (the “Indenture”) dated as of November 13, 2017, by and between the Company and UMB Bank, N.A., a national banking association, as trustee and collateral trustee (the “Trustee”). On November 28, 2017, certain subsidiaries of the Company executed a supplement to the Indenture and became party to the Indenture as a guarantor (the “Guarantors”). The Second Lien Notes are secured by second priority liens on substantially all of the assets of the Company and the Guarantors that are pledged on a first-priority basis as collateral securing the Company’s obligations under the Senior Secured Credit Facilities (described above), subject to certain exceptions under the Indenture. The Indenture contains covenants that limit the ability of the Company and the Guarantors to (i) incur, assume or guarantee additional indebtedness or issue preferred stock; (ii) create liens to secure indebtedness; (iii) declare or pay dividends on the Company’s common stock, redeem stock or make other distributions to the Company’s stockholders; (iv) make investments; (v) restrict dividends, loans or other asset transfers from the Company’s restricted subsidiaries; (vi) merge or consolidate, or sell, transfer, lease or dispose of substantially all of the Company’s assets; (vii) sell or otherwise dispose of certain assets, including equity interests in subsidiaries; (viii) enter into transactions with affiliates; and (ix) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. If the Second Lien Notes achieve an investment grade rating from both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. and no default under the Indenture exists, many of the foregoing covenants will terminate and cease to apply.

The ~~only~~SPV is a non-guarantor subsidiary of the Second Lien Notes, isand the SPV ~~which~~ holds the assets pledged to the lender in the securitization facility. The SPV had total assets of ~~$137,684~~$107,466 and $104,548, comprised mainly of ~~$137,346~~$106,620 and $104,099 trade receivables, net, at ~~June~~September 30, 2022 and December 31, 2021, respectively. Net income (loss) attributable to the SPV was ~~$3,407~~$6,400 and ~~($3,284)~~$975 for the three months ended ~~June~~September 30, 2022 and 2021, respectively, and ~~$4,092~~$10,492 and ($~~2,125)~~1,150) for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively, which primarily reflected intercompany fees related to purchasing the receivables, which are eliminated in the Consolidated Financial Statements contained within this Quarterly Report on Form 10-Q. During the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, there were no borrowings or payments under the Accounts Receivable Securitization Facility. See Note 8 - Accounts Receivable Securitization for additional information. ~~All other subsidiaries are guarantors of the Second Lien Notes.~~

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company spent $26,387 to retire $25,000 of its outstanding Second Lien Notes. During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company spent ~~$14,153~~$17,092 to retire ~~$15,190~~$18,040 of its outstanding Second Lien Notes and made a required repayment of $4,848 on the TLB Facility (discussed previously). As a result of these transactions, ~~a loss~~losses on debt extinguishment of ~~$1,565~~$674 and ~~a gain on debt extinguishment of $106~~$132 were realized during the three months ended ~~June~~ September 30,2022and 2021, respectively, and a loss on debt extinguishment of ~~$3,687~~$4,361 and a gain on debt extinguishment of ~~$789~~$657 were realized during the ~~six~~nine months ended ~~June~~ September 30,2022and 2021, respectively, which are included in Loss (Gain) on Debt Extinguishment on the accompanying Consolidated Statements of Income.

PEDFA Bonds

In April 2021, CONSOL Energy borrowed the proceeds received from the sale of tax-exempt bonds issued by PEDFA in an aggregate principal amount of $75,000 (the “PEDFA Bonds”). The PEDFA Bonds bear interest at a fixed rate of 9.00% for an initial term of seven years. The PEDFA Bonds mature on April 1, 2051 but are subject to mandatory purchase by the Company on April 13, 2028, at the expiration of the initial term rate period. The PEDFA Bonds were issued pursuant to an indenture (the “PEDFA Indenture”) dated as of April 1, 2021, by and between PEDFA and Wilmington Trust, N.A., a national banking association, as trustee (the “PEDFA Notes Trustee”). PEDFA made a loan of the proceeds of the PEDFA Bonds to the Company pursuant to a Loan Agreement (the “Loan Agreement”) dated as of April 1, 2021 between PEDFA and the Company. Under the terms of the Loan Agreement, the Company agreed to make all payments of principal, interest and other amounts at any time due on the PEDFA Bonds or under the PEDFA Indenture. PEDFA assigned its rights as lender under the Loan Agreement, excluding certain reserved rights, to the PEDFA Notes Trustee. Certain subsidiaries of the Company (the “PEDFA Notes Guarantors”) executed a Guaranty Agreement (the “Guaranty”) dated as of April 1, 2021 in favor of the PEDFA Notes Trustee, guarantying the obligations of the Company under the Loan Agreement to pay the PEDFA Bonds when and as due. The obligations of the Company under the Loan Agreement and of the PEDFA Notes Guarantors under the Guaranty are secured by second priority liens on substantially all of the assets of the Company and the PEDFA Notes Guarantors on parity with the Second Lien Notes. The Loan Agreement and Guaranty incorporate by reference covenants in the Indenture under which the Second Lien Notes were issued (discussed above).

The Company started a capital construction project on the PAMC coarse refuse disposal area in 2017, which is now funded, in part, by the $75,000 of PEDFA Bond proceeds loaned to the Company. The Company expects to expend these funds ~~over approximately the next~~ ~~two~~ ~~years,~~ as qualified work is completed. During the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company utilized restricted cash in the amount of ~~$1,693~~$2,376 and ~~$4,724,~~$7,100, respectively, for qualified expenses. Additionally, the Company had ~~$41,465~~$39,290 and $46,136 in restricted cash at ~~June~~September 30, 2022 and December 31, 2021, respectively, associated with this financing that will be used to fund future spending on the coarse refuse disposal area.

Other Indebtedness

~~The Company is a borrower under an asset-backed financing arrangement related to certain equipment. The equipment, which had an approximate value of $1,707 and $2,082 at~~ ~~June 30, 2022~~ ~~and~~ ~~December 31, 2021~~~~, respectively, fully collateralizes the loan. As of~~ ~~June 30, 2022~~~~, the total outstanding loan of $1,707 matures in~~ ~~September 2024.~~ ~~The loan had a weighted average interest rate of 3.61% at~~ ~~June 30, 2022~~ ~~and~~ ~~December 31, 2021~~.

During the year ended December 31, 2019, the Company entered into interest rate swaps, which effectively converted $150,000 of the TLB Facility's floating interest rate to a fixed interest rate for the twelve months ending December 31, 2020 and 2021, and $50,000 of the TLB Facility's floating interest rate to a fixed interest rate for the twelve months ending December 31, 2022. The $50,000 interest rate swap was settled in August 2022 with the change in the floating rate on the TLB Facility to SOFR from LIBOR. The interest rate swaps ~~qualify~~qualified for cash flow hedge accounting treatment and as such, the change in the fair value of the interest rate swaps iswas recorded on the Company's Consolidated Balance Sheets as an asset or liability. The effective portion of the gains or losses iswas reported as a component of accumulated other comprehensive loss and the ineffective portion iswas reported in earnings.

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NOTE 12—COMMITMENTS AND CONTINGENT LIABILITIES:

The Company is subject to various lawsuits and claims with respect to such matters as personal injury, wrongful death, damage to property, exposure to hazardous substances, governmental regulations including environmental remediation, employment and contract disputes and other claims and actions arising out of the normal course of business. The Company accrues the estimated loss for these lawsuits and claims when the loss is probable and reasonably estimable. The Company’s estimated accruals related to these pending claims, individually and in the aggregate, are immaterial to the financial position, results of operations or cash flows of the Company as of ~~June~~September 30, 2022. It is possible that the aggregate loss in the future with respect to these lawsuits and claims could ultimately be material to the Company’s financial position, results of operations or cash flows; however, such amounts cannot be reasonably estimated. The amount claimed against the Company as of ~~June~~September 30, 2022 is disclosed below when an amount is expressly stated in the lawsuit or claim, which is not often the case.

Fitzwater Litigation: Three nonunion retired coal miners have sued Fola Coal Company LLC, Consolidation Coal Company (“CCC”) and CONSOL of Kentucky Inc. (“COK”) (as well as the Company's former parent) in the U.S. District Court for the Southern District of West Virginia alleging ERISA violations in the termination of retiree health care benefits. The Plaintiffs contend they relied to their detriment on oral statements and promises of “lifetime health benefits” allegedly made by various members of management during Plaintiffs’ employment and that they were allegedly denied access to Summary Plan Documents that clearly reserved to the Company the right to modify or terminate the Retiree Health and Welfare Plan subject to Plaintiffs’ claims. Pursuant to Plaintiffs’ amended complaint filed on April 24, 2017, Plaintiffs request that retiree health benefits be reinstated and seek to represent a class of all nonunion retirees who were associated with AMVEST and COK areas of operation. On October 15, 2019, Plaintiffs’ supplemental motion for class certification was denied on all counts. On July 15, 2020, Plaintiffs filed an interlocutory appeal with the Fourth Circuit Court of Appeals on the Order denying class certification. The Fourth Circuit denied Plaintiffs' appeal on August 14, 2020. On October 1, 2020, the District Court entered a pretrial order setting the trial date, which was held in February 2021. No ruling has been issued by the judge. The Company believes it has a meritorious defense and intends to vigorously defend this suit.

Casey Litigation: A class action lawsuit was filed on August 23, 2017 on behalf of two nonunion retired coal miners against CCC, COK, CONSOL Buchanan Mining Co., LLC and Kurt Salvatori, the Company's Chief Administrative Officer, in the U.S. District Court for the Southern District of West Virginia alleging ERISA violations in the termination of retiree health care benefits. Filed by the same lawyers who filed the Fitzwater litigation, and raising nearly identical claims, the Plaintiffs contend they relied to their detriment on oral promises of “lifetime health benefits” allegedly made by various members of management during Plaintiffs’ employment and that they were not provided with copies of Summary Plan Documents clearly reserving to the Company the right to modify or terminate the Retiree Health and Welfare Plan. Plaintiffs request that retiree health benefits be reinstated for them and their dependents and seek to represent a class of all nonunion retirees of any subsidiary of the Company's former parent that operated or employed individuals in McDowell or Mercer Counties, West Virginia, or Buchanan or Tazewell Counties, Virginia whose retiree welfare benefits were terminated. On December 1, 2017, the trial court judge in Fitzwater signed an order to consolidate Fitzwater with Casey. The Casey complaint was amended on March 1, 2018 to add new plaintiffs, add defendant CONSOL Pennsylvania Coal Company, LLC and eliminate defendant CONSOL Buchanan Mining Co., LLC in an attempt to expand the class of retirees. On October 15, 2019, Plaintiffs’ supplemental motion for class certification was denied on all counts. On July 15, 2020, Plaintiffs filed an interlocutory appeal with the Fourth Circuit Court of Appeals on the Order denying class certification. The Fourth Circuit denied Plaintiffs' appeal on August 14, 2020. On October 1, 2020, the District Court entered a pretrial order setting the trial date, which was held in February 2021. No ruling has been issued by the judge. The Company believes it has a meritorious defense and intends to vigorously defend this suit.

United Mine Workers of America 1992 Benefit Plan Litigation: In 2013, Murray Energy and its subsidiaries (“Murray”) entered into a stock purchase agreement (the “Murray sale agreement”) with the Company's former parent pursuant to which Murray acquired the stock of CCC and certain subsidiaries and certain other assets and liabilities. At the time of sale, the liabilities included certain retiree medical liabilities under the Coal Industry Retiree Health Benefit Act of 1992 (“Coal Act”) and certain federal black lung liabilities under the Black Lung Benefits Act (“BLBA”). Based upon information available, the Company estimates that the annual servicing costs of these liabilities are approximately $10 million to $20 million per year for the next ten years. The annual servicing cost would decline each year since the beneficiaries of the Coal Act consist principally of miners who retired prior to 1994. Murray filed for Chapter 11 bankruptcy in October 2019. As part of the bankruptcy proceedings, Murray unilaterally entered into a settlement with the United Mine Workers of America 1992 Benefit Plan (the “1992 Benefit Plan”) to transfer retirees in the Murray Energy Section 9711 Plan to the 1992 Benefit Plan. This was approved by the bankruptcy court on April 30, 2020. On May 2, 2020, the 1992 Benefit Plan filed an action in the United States District Court for the District of Columbia asking the court to make a determination whether the Company's former parent or the Company has any continuing retiree medical liabilities under the Coal Act (the “1992 Plan Lawsuit”). The Murray sale agreement includes indemnification by Murray with respect to the Coal Act and BLBA liabilities. In addition, the Company had agreed to indemnify its former parent relative to certain pre-separation liabilities. As of September 16, 2020, the Company entered into a settlement agreement with Murray and withdrew its claims in bankruptcy. On September 11, 2020, the Defendants in the 1992 Plan Lawsuit filed a Motion to Dismiss Plaintiffs' Second Amended Complaint which was denied by the Court on March 29, 2022. The Company will continue to vigorously defend any claims that attempt to transfer any of such liabilities directly or indirectly to the Company, including raising all applicable defenses against the 1992 Benefit Plan’s suit. With respect to this lawsuit, while a loss is possible, it is not probable and, as a result, no accrual has been recorded.

Other Matters: On July 27, 2021, the Company's former parent informed the Company that it had received a request from the UMWA 1974 Pension Plan for information related to the facts and circumstances surrounding the former parent's 2013 sale of certain of its coal subsidiaries to Murray (the “Letter Request”). The Letter Request indicates that litigation by the UMWA 1974 Pension Plan against the Company's former parent related to potential withdrawal liabilities from the plan created by the 2019 bankruptcy of Murray is reasonably foreseeable. There has been no indication of potential claims against the Company by the UMWA 1974 Pension Plan and, at this time, no liability of the Company's former parent has been assessed.

Various Company subsidiaries are defendants in certain other legal proceedings arising out of the conduct of the Coal Business prior to the separation and distribution, and the Company is also a defendant in other legal proceedings following the separation and distribution. In the opinion of management, based upon an investigation of these matters and discussion with legal counsel, the ultimate outcome of such other legal proceedings, individually and in the aggregate, is not expected to have a material adverse effect on the Company’s financial position, results of operations or liquidity.

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As part of the separation and distribution, the Company assumed various financial obligations relating to the Coal Business and agreed to reimburse its former parent for certain financial guarantees relating to the Coal Business that its former parent retained following the separation and distribution. Employee-related financial guarantees have primarily been provided to support the 1992 Benefit Plan and federal black lung and various state workers’ compensation self-insurance programs. Environmental financial guarantees have primarily been provided to support various performance bonds related to reclamation and other environmental issues. Other financial guarantees have been extended to support sales contracts, insurance policies, surety indemnity agreements, legal matters, full and timely payments of mining equipment leases, and various other items necessary in the normal course of business.

The following is a summary, as of ~~June~~September 30, 2022, of the financial guarantees, unconditional purchase obligations and letters of credit to certain third parties. These amounts represent the maximum potential of total future payments that the Company could be required to make under these instruments, or under the separation and distribution agreement to the extent retained by the Company's former parent on behalf of the Coal Business. Certain letters of credit included in the table below were issued against other commitments included in this table. These amounts have not been reduced for potential recoveries under recourse or collateralization provisions. Generally, recoveries under reclamation bonds would be limited to the extent of the work performed at the time of the default. No amounts related to these commitments are recorded as liabilities in the financial statements. The Company’s management believes that these commitments will not have a material adverse effect on the Company’s financial condition.

	*Amount of Commitment Expiration per Period*										*Amount of Commitment Expiration per Period*
	*Total Amounts Committed*		*Less Than 1 Year*		*1-3 Years*		*3-5 Years*		*Beyond 5 Years*		*Total Amounts Committed*		*Less Than 1 Year*		*1-3 Years*		*3-5 Years*		*Beyond 5 Years*
Letters of Credit:
Employee-Related	$	51,760	$	51,760	$	0	$	0	$	0	$	51,739	$	31,023	$	20,716	$	—	$	—
Environmental		398		398		0		0		0		398		398		—		—		—
Other		136,574		136,574		0		0		0		136,153		118,319		17,834		—		—
Total Letters of Credit	$	188,732	$	188,732	$	0	$	0	$	0	$	188,290	$	149,740	$	38,550	$	—	$	—
Surety Bonds:
Employee-Related	$	81,524	$	81,524	$	0	$	0	$	0	$	81,524	$	48,024	$	33,500	$	—	$	—
Environmental		535,491		484,318		51,173		0		0		527,426		506,233		21,193		—		—
Other		4,394		2,986		1,408		0		0		4,404		4,199		205		—		—
Total Surety Bonds	$	621,409	$	568,828	$	52,581	$	0	$	0	$	613,354	$	558,456	$	54,898	$	—	$	—

The Company regularly evaluates the likelihood of default for all guarantees based on an expected loss analysis and records the fair value, if any, of its guarantees as an obligation in the Consolidated Financial Statements.

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NOTE 13—DERIVATIVES

Interest Rate Risk Management

During the year ended December 31, 2019, the Company entered into interest rate swaps to manage exposures to interest rate risk on long-term debt in order to achieve a mix of fixed and variable rate debt that it deems appropriate. These interest rate swaps ~~have been~~were designated as cash flow hedges of future variable interest payments. The $50,000 interest rate swap was settled in August 2022 with the change in the floating rate on the TLB Facility to SOFR from LIBOR. For additional information on these arrangements, refer to Note 11 - Long-Term Debt.

Coal Price Risk Management Positions

The Company may sell or purchase forward contracts, swaps and options in the over-the-counter coal market in order to manage its exposure to coal prices. The Company has exposure to the risk of fluctuating coal prices related to forecasted or index-priced sales of coal or to the risk of changes in the fair value of a fixed price physical sales contract. As of ~~June~~September 30, 2022, the Company held coal-related financial contracts to sell an aggregate notional volume of ~~840~~420 thousand metric tons and to buy an aggregate notional volume of ~~300~~150 thousand metric tons, which will settle in the fourth quarter of 2022.

Tabular Derivatives Disclosures

The Company has master netting agreements with all of its counterparties which allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default or termination. Such netting arrangements reduce the Company's credit exposure related to these counterparties to the extent the Company has any liability to such counterparties. For classification purposes, the Company records the net fair value of all the positions with a given counterparty as a net asset or liability in the Consolidated Balance Sheets. The fair value of derivatives reflected in the accompanying Consolidated Balance Sheets are set forth in the table below.

	*June 30, 2022*						*December 31, 2021*						September 30, 2022						December 31, 2021
	*Asset Derivatives*			*Liability Derivatives*			*Asset Derivatives*			*Liability Derivatives*			Asset Derivatives			Liability Derivatives			Asset Derivatives			Liability Derivatives
Coal Swap Contracts	$	75,822		$	(250,750	)	$	1,086		$	(53,290	)	$	41,350		$	(132,836	)	$	1,086		$	(53,290	)
Effect of Counterparty Netting		(75,822	)		75,822			(1,086	)		1,086			(41,350	)		41,350			(1,086	)		1,086
Net Derivatives as Classified in the Consolidated Balance Sheets	$	0		$	(174,928	)	$	0		$	(52,204	)	$	—		$	(91,486	)	$	—		$	(52,204	)

The net amount of liability derivatives is included in Commodity Derivatives in the accompanying Consolidated Balance Sheets.

Currently, the Company does not seek cash flow hedge accounting treatment for its commodity derivative financial instruments and therefore, changes in fair value are reflected in current earnings. During the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company settled a portion of its commodity derivatives at a loss of ~~$73,923~~$81,311 and ~~$160,175,~~$241,486, respectively. Additionally, during the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company recognized unrealized mark-to-market (gains)/losses on its commodity derivatives of ~~($5,571)~~$(81,246) and ~~$96,331,~~$15,085, respectively. During ~~both~~ the three and ~~six~~nine months ended ~~June~~September 30, 2021, the Company recognized unrealized mark-to-market losses on its commodity derivatives of ~~$20,437.~~$147,306 and $167,743, respectively. These settlements and unrealized mark-to-market (gains)/losses are included in Loss on Commodity Derivatives, net on the accompanying Consolidated Statements of Income.

The Company classifies the cash effects of its derivatives within the Cash Flows from Operating Activities section of the Consolidated Statements of Cash Flows.

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NOTE 14—FAIR VALUE OF FINANCIAL INSTRUMENTS:

CONSOL Energy determines the fair value of assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. The fair value hierarchy is based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources (including LIBOR-based discount rates, SOFR-based discount rates and U.S. Treasury-based rates), while unobservable inputs reflect the Company’s own assumptions of what market participants would use.

The fair value hierarchy includes three levels of inputs that may be used to measure fair value as described below.

Level One - Quoted prices for identical instruments in active markets.

Level Two - The fair value of the assets and liabilities included in Level 2 are based on standard industry income approach models that use significant observable inputs, including LIBOR-based discount rates, SOFR-based discount rates and U.S. Treasury-based rates. The Company's Level 2 assets and liabilities include interest rate swaps and coal commodity contracts with fair values derived from quoted prices in over-the-counter markets.

Level Three - Unobservable inputs significant to the fair value measurement supported by little or no market activity.

In those cases when the inputs used to measure fair value meet the definition of more than one level of the fair value hierarchy, the lowest level input that is significant to the fair value measurement in its totality determines the applicable level in the fair value hierarchy.

The financial instruments measured at fair value on a recurring basis are summarized below:

	*Fair Value Measurements at*							*Fair Value Measurements at*							*Fair Value Measurements at*							*Fair Value Measurements at*
	*June 30, 2022*							*December 31, 2021*							*September 30, 2022*							*December 31, 2021*
Description	*Level 1*		*Level 2*			*Level 3*		*Level 1*		*Level 2*			*Level 3*		*Level 1*		*Level 2*			*Level 3*		*Level 1*		*Level 2*			*Level 3*
Commodity Derivatives	$	0	$	(174,928	)	$	0	$	0	$	(52,204	)	$	0	$	—	$	(91,486	)	$	—	$	—	$	(52,204	)	$	—
Interest Rate Swaps	$	0	$	303		$	0	$	0	$	(517	)	$	0	$	—	$	—		$	—	$	—	$	(517	)	$	—

The following methods and assumptions were used to estimate the fair value for which the fair value option was not elected:

Long-term debt: The fair value of long-term debt is measured using unadjusted quoted market prices or estimated using discounted cash flow analyses. The discounted cash flow analyses are based on current market rates for instruments with similar cash flows.

The carrying amounts and fair values of financial instruments for which the fair value option was not elected are as follows:

June 30, 2022

December 31, 2021

Carrying

Fair

Carrying

Fair

Amount

Value

Amount

Value

Long-Term Debt
$ 471,776 $ 485,001 $ 613,752 $ 628,431

	*September 30, 2022*				*December 31, 2021*
	*Carrying*		*Fair*		*Carrying*		*Fair*
	*Amount*		*Value*		*Amount*		*Value*
Long-Term Debt	$	422,856	$	442,245	$	613,752	$	628,431

Certain of the Company’s debt is actively traded on a public market and, as a result, constitutes Level 1 fair value measurements. The portion of the Company’s debt obligations that is not actively traded is valued through reference to the applicable underlying benchmark rate and, as a result, constitutes Level 2 fair value measurements.

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NOTE 15—SEGMENT INFORMATION:

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management to make decisions on and assess performance of the Company’s reportable segments. CONSOL Energy presently consists of two reportable segments, the PAMC and the CONSOL Marine Terminal. The PAMC includes the Bailey Mine, the Enlow Fork Mine, the Harvey Mine and a centralized preparation plant. The PAMC segment’s principal activities include the mining, preparation and marketing of bituminous coal, sold primarily to power generators, industrial end-users and metallurgical end-users. The CONSOL Marine Terminal provides coal export terminal services through the Port of Baltimore. General and administrative costs are allocated to the Company’s segments based on a percentage of resources utilized, a percentage of total revenue and a percentage of total projected capital expenditures. CONSOL Energy’s Other segment includes revenue and expenses from various corporate and diversified business activities that are not allocated to the PAMC or the CONSOL Marine Terminal segments. The diversified business activities include the ~~development of the~~ Itmann Mine, the Greenfield Reserves and Resources, closed mine activities, other income, gain on asset sales related to non-core assets, and gain/loss on debt extinguishment. Additionally, interest expense and income taxes, as well as various other non-operated activities, none of which are individually significant to the Company, are also reflected in CONSOL Energy's Other segment and are not allocated to the PAMC and CONSOL Marine Terminal segments.

The Company evaluates the performance of its segments utilizing Adjusted EBITDA and various sales and production metrics. Adjusted EBITDA is ~~not~~ ~~a measure of financial performance determined in accordance with GAAP, and items excluded from Adjusted EBITDA~~ ~~may~~ ~~be significant in understanding and assessing the Company's financial condition. Therefore, Adjusted EBITDA should~~ ~~not~~ be considered in isolation, nor as an alternative to net income, income from operations, or cash flows from operations, or as a measure of the Company's profitability, liquidity, or performance under GAAP. The Company uses Adjusted EBITDA to measuremeasures the operating performance of ~~its~~the Company's segments and is used to allocate resources to ~~its segments. Investors should be aware that~~ the Company's ~~presentation of Adjusted EBITDA~~ ~~may~~ ~~not~~ ~~be comparable to similarly titled measures used by other companies.~~segments.

Reportable segment results for the three months ended ~~June~~September 30, 2022 are:

PAMC

CONSOL Marine Terminal

Other

Adjustments and Eliminations

Consolidated

Coal Revenue
$ 518,942 $ 0 $ 13,750 $ 0 $ 532,692
Terminal Revenue
0 21,779 0 0 21,779
Freight Revenue
47,386 0 3,025 0 50,411
Total Revenue from Contracts with Customers
$ 566,328 $ 21,779 $ 16,775 $ 0 $ 604,882
Adjusted EBITDA(a)
$ 203,980 $ 15,077 $ (2,718 ) $ 0 $ 216,339
Segment Assets
$ 1,735,635 $ 80,238 $ 904,613 $ 0 $ 2,720,486
Depreciation, Depletion and Amortization
$ 49,465 $ 1,142 $ 7,273 $ 0 $ 57,880
Capital Expenditures
$ 21,673 $ 188 $ 17,557 $ 0 $ 39,418

~~(a) Refer to “Reconciliation of Segment Information to Consolidated Amounts” for the reconciliation of Adjusted EBITDA, a non-GAAP measure, to its most directly comparable GAAP measure.~~

	*PAMC*		*CONSOL Marine Terminal*		*Other*			*Adjustments and Eliminations*		*Consolidated*
Coal Revenue	$	465,693	$	—	$	6,915		$	—	$	472,608
Terminal Revenue		—		14,840		—			—		14,840
Freight Revenue		42,618		—		1			—		42,619
Total Revenue from Contracts with Customers	$	508,311	$	14,840	$	6,916		$	—	$	530,067
Adjusted EBITDA	$	179,516	$	8,328	$	(6,963	)	$	—	$	180,881
Segment Assets	$	1,782,514	$	80,534	$	859,228		$	—	$	2,722,276
Depreciation, Depletion and Amortization	$	49,316	$	1,149	$	4,308		$	—	$	54,773
Capital Expenditures	$	50,112	$	2,248	$	6,035		$	—	$	58,395

Reportable segment results for the three months ended ~~June~~September 30, 2021 are:

PAMC

CONSOL Marine Terminal

Other

Adjustments and Eliminations

Consolidated

Coal Revenue
$ 258,482 $ 0 $ 1,350 $ 0 $ 259,832
Terminal Revenue
0 17,380 0 0 17,380
Freight Revenue
26,010 0 0 0 26,010
Total Revenue from Contracts with Customers
$ 284,492 $ 17,380 $ 1,350 $ 0 $ 303,222
Adjusted EBITDA(a)
$ 78,267 $ 10,965 $ (4,815 ) $ 0 $ 84,417
Segment Assets
$ 1,799,848 $ 104,848 $ 653,235 $ 0 $ 2,557,931
Depreciation, Depletion and Amortization
$ 50,169 $ 1,200 $ 830 $ 0 $ 52,199
Capital Expenditures
$ 39,874 $ 52 $ 3,729 $ 0 $ 43,655

~~(a) Refer to “Reconciliation of Segment Information to Consolidated Amounts” for the reconciliation of Adjusted EBITDA, a non-GAAP measure, to its most directly comparable GAAP measure.~~

	*PAMC*		*CONSOL Marine Terminal*		*Other*			*Adjustments and Eliminations*		*Consolidated*
Coal Revenue	$	256,326	$	—	$	2,234		$	—	$	258,560
Terminal Revenue		—		14,108		—			—		14,108
Freight Revenue		19,348		—		—			—		19,348
Total Revenue from Contracts with Customers	$	275,674	$	14,108	$	2,234		$	—	$	292,016
Adjusted EBITDA	$	69,492	$	7,319	$	(10,247	)	$	—	$	66,564
Segment Assets	$	1,763,319	$	105,134	$	721,294		$	—	$	2,589,747
Depreciation, Depletion and Amortization	$	50,837	$	1,202	$	3,938		$	—	$	55,977
Capital Expenditures	$	30,665	$	453	$	14,745		$	—	$	45,863

Reportable segment results for the ~~six~~nine months ended ~~June~~September 30, 2022 are:

	*PAMC*		*CONSOL Marine Terminal*		*Other*			*Adjustments and Eliminations*		*Consolidated*		*PAMC*		*CONSOL Marine Terminal*		*Other*			*Adjustments and Eliminations*		*Consolidated*
Coal Revenue	$	991,903	$	0	$	17,157		$	0	$	1,009,060	$	1,457,595	$	—	$	24,073		$	—	$	1,481,668
Terminal Revenue		0		43,176		0			0		43,176		—		58,016		—			—		58,016
Freight Revenue		85,775		0		3,025			0		88,800		128,394		—		3,025			—		131,419
Total Revenue from Contracts with Customers	$	1,077,678	$	43,176	$	20,182		$	0	$	1,141,036	$	1,585,989	$	58,016	$	27,098		$	—	$	1,671,103
Adjusted EBITDA~~(a)~~	$	362,239	$	29,554	$	(6,224	)	$	0	$	385,569	$	541,753	$	37,882	$	(13,185	)	$	—	$	566,450
Segment Assets	$	1,735,635	$	80,238	$	904,613		$	0	$	2,720,486	$	1,782,514	$	80,534	$	859,228		$	—	$	2,722,276
Depreciation, Depletion and Amortization	$	100,421	$	2,307	$	11,106		$	0	$	113,834	$	149,737	$	3,456	$	15,414		$	—	$	168,607
Capital Expenditures	$	34,651	$	360	$	41,050		$	0	$	76,061	$	84,763	$	2,608	$	47,085		$	—	$	134,456

~~(a) Refer to “Reconciliation of Segment Information to Consolidated Amounts” for the reconciliation of Adjusted EBITDA, a non-GAAP measure, to its most directly comparable GAAP measure.~~

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Reportable segment results for the ~~six~~nine months ended ~~June~~September 30, 2021 are:

PAMC

CONSOL Marine Terminal

Other

Adjustments and Eliminations

Consolidated

Coal Revenue
$ 542,948 $ 0 $ 2,419 $ 0 $ 545,367
Terminal Revenue
0 35,592 0 0 35,592
Freight Revenue
53,023 0 0 0 53,023
Total Revenue from Contracts with Customers
$ 595,971 $ 35,592 $ 2,419 $ 0 $ 633,982
Adjusted EBITDA(a)
$ 177,451 $ 22,926 $ (9,245 ) $ 0 $ 191,132
Segment Assets
$ 1,799,848 $ 104,848 $ 653,235 $ 0 $ 2,557,931
Depreciation, Depletion and Amortization
$ 104,950 $ 2,414 $ 4,732 $ 0 $ 112,096
Capital Expenditures
$ 52,453 $ 112 $ 4,890 $ 0 $ 57,455

~~(a) Refer to “Reconciliation of Segment Information to Consolidated Amounts” for the reconciliation of Adjusted EBITDA, a non-GAAP measure, to its most directly comparable GAAP measure.~~

	*PAMC*		*CONSOL Marine Terminal*		*Other*			*Adjustments and Eliminations*		*Consolidated*
Coal Revenue	$	799,274	$	—	$	4,653		$	—	$	803,927
Terminal Revenue		—		49,700		—			—		49,700
Freight Revenue		72,371		—		—			—		72,371
Total Revenue from Contracts with Customers	$	871,645	$	49,700	$	4,653		$	—	$	925,998
Adjusted EBITDA	$	246,943	$	30,244	$	(19,491	)	$	—	$	257,696
Segment Assets	$	1,763,319	$	105,134	$	721,294		$	—	$	2,589,747
Depreciation, Depletion and Amortization	$	155,787	$	3,616	$	8,670		$	—	$	168,073
Capital Expenditures	$	83,118	$	565	$	19,635		$	—	$	103,318

For the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company's reportable segments had revenues from the following customers, each comprising over 10% of the Company's total sales:

	*Three Months Ended June 30,*				*Six Months Ended June 30,*				*Three Months Ended September 30,*				*Nine Months Ended September 30,*
	*2022*		*2021*		*2022*		*2021*		*2022*		*2021*		*2022*		*2021*
Customer A	$	124,469	$	40,996	$	211,055		*	$	100,635		*	$	311,707		*
Customer B	$	67,174	$	44,346		*	$	83,345		*	$	31,520		*	$	114,865
Customer C	$	64,874	$	32,236	$	131,164	$	89,916	$	98,424	$	43,947	$	229,595	$	133,863
Customer D		*	$	49,752		*	$	112,321		*		*		*	$	140,314
Customer E		*	$	34,439		*	$	71,038		*	$	39,216		*	$	110,253

*Revenues from these customers during the periods presented were less than 10% of the Company's total sales.

Reconciliation of Segment Information to Consolidated ~~Amounts~~Amounts:

~~Adjusted EBITDA is a non-GAAP measure and is presented in the following tables to reconcile the segment operating performance measure to its most directly comparable GAAP measure, Net Income (Loss).~~

	*Three Months Ended September 30, 2022*
	*PAMC*			*CONSOL Marine Terminal*		*Other*			*Total Company*
Earnings (Loss) Before Income Tax	$	210,907		$	5,602	$	(64,388	)	$	152,121
Income Tax Expense		—			—		39,414			39,414
Interest Expense, net		(52	)		1,528		10,486			11,962
Interest Income		(437	)		—		(1,104	)		(1,541	)
Depreciation, Depletion and Amortization		49,316			1,149		4,308			54,773
Stock-Based Compensation		1,028			49		147			1,224
Loss on Debt Extinguishment		—			—		674			674
Equity Affiliate Adjustments		—			—		3,500			3,500
Fair Value Adjustment of Commodity Derivative Instruments		(81,246	)		—		—			(81,246	)
Adjusted EBITDA	$	179,516		$	8,328	$	(6,963	)	$	180,881

Three Months Ended June 30, 2022

PAMC

CONSOL Marine Terminal

Other

Total Company

Net Income (Loss)
$ 159,404 $ 12,354 $ (45,467 ) $ 126,291

Add: Income Tax Expense
0 0 23,223 23,223
Add: Interest Expense, net
68 1,530 11,523 13,121
Less: Interest Income
(452 ) 0 (987 ) (1,439 )
Earnings (Loss) Before Interest & Taxes (EBIT)
159,020 13,884 (11,708 ) 161,196

Add: Depreciation, Depletion & Amortization
49,465 1,142 7,273 57,880

Earnings (Loss) Before Interest, Taxes and DD&A (EBITDA)
$ 208,485 $ 15,026 $ (4,435 ) $ 219,076

Adjustments:

Stock-Based Compensation
$ 1,066 $ 51 $ 152 $ 1,269
Loss on Debt Extinguishment
0 0 1,565 1,565
Unrealized Mark-to-Market Gain on Commodity Derivative Instruments
(5,571 ) 0 0 (5,571 )
Total Pre-tax Adjustments
(4,505 ) 51 1,717 (2,737 )

Adjusted EBITDA
$ 203,980 $ 15,077 $ (2,718 ) $ 216,339

Three Months Ended June 30, 2021

PAMC

CONSOL Marine Terminal

Other

Total Company

Net Income (Loss)
$ 6,166 $ 8,181 $ (10,175 ) $ 4,172

Less: Income Tax Benefit
0 0 (8,893 ) (8,893 )
Add: Interest Expense, net
478 1,536 14,173 16,187
Less: Interest Income
(36 ) 0 (775 ) (811 )
Earnings (Loss) Before Interest & Taxes (EBIT)
6,608 9,717 (5,670 ) 10,655

Add: Depreciation, Depletion & Amortization
50,169 1,200 830 52,199

Earnings (Loss) Before Interest, Taxes and DD&A (EBITDA)
$ 56,777 $ 10,917 $ (4,840 ) $ 62,854

Adjustments:

Stock-Based Compensation
$ 1,053 $ 48 $ 109 $ 1,210
Gain on Debt Extinguishment
0 0 (106 ) (106 )
Pension Settlement
0 0 22 22
Unrealized Mark-to-Market Loss on Commodity Derivative Instruments
20,437 0 0 20,437
Total Pre-tax Adjustments
21,490 48 25 21,563

Adjusted EBITDA
$ 78,267 $ 10,965 $ (4,815 ) $ 84,417

Six Months Ended June 30, 2022

PAMC

CONSOL Marine Terminal

Other

Total Company

Net Income (Loss)
$ 161,501 $ 23,967 $ (63,627 ) $ 121,841

Add: Income Tax Expense
0 0 19,701 19,701
Add: Interest Expense, net
257 3,061 24,155 27,473
Less: Interest Income
(866 ) 0 (1,902 ) (2,768 )
Earnings (Loss) Before Interest & Taxes (EBIT)
160,892 27,028 (21,673 ) 166,247

Add: Depreciation, Depletion & Amortization
100,421 2,307 11,106 113,834

Earnings (Loss) Before Interest, Taxes and DD&A (EBITDA)
$ 261,313 $ 29,335 $ (10,567 ) $ 280,081

Adjustments:

Stock-Based Compensation
$ 4,595 $ 219 $ 656 $ 5,470
Loss on Debt Extinguishment
0 0 3,687 3,687
Unrealized Mark-Market Loss on Commodity Derivative Instruments
96,331 0 0 96,331
Total Pre-tax Adjustments
100,926 219 4,343 105,488

Adjusted EBITDA
$ 362,239 $ 29,554 $ (6,224 ) $ 385,569

Six Months Ended June 30, 2021

PAMC

CONSOL Marine Terminal

Other

Total Company

Net Income (Loss)
$ 48,616 $ 17,330 $ (35,370 ) $ 30,576

Less: Income Tax Benefit
0 0 (3,708 ) (3,708 )
Add: Interest Expense, net
1,120 3,073 27,255 31,448
Less: Interest Income
(36 ) 0 (1,633 ) (1,669 )
Earnings (Loss) Before Interest & Taxes (EBIT)
49,700 20,403 (13,456 ) 56,647

Add: Depreciation, Depletion & Amortization
104,950 2,414 4,732 112,096

Earnings (Loss) Before Interest, Taxes and DD&A (EBITDA)
$ 154,650 $ 22,817 $ (8,724 ) $ 168,743

Adjustments:

Stock-Based Compensation
$ 2,364 $ 109 $ 246 $ 2,719
Gain on Debt Extinguishment
0 0 (789 ) (789 )
Pension Settlement
0 0 22 22
Unrealized Mark-to-Market Loss on Commodity Derivative Instruments
20,437 0 0 20,437
Total Pre-tax Adjustments
22,801 109 (521 ) 22,389

Adjusted EBITDA
$ 177,451 $ 22,926 $ (9,245 ) $ 191,132

	Three Months Ended September 30, 2021
	PAMC			CONSOL Marine Terminal		Other			Total Company
(Loss) Earnings Before Income Tax	$	(130,599	)	$	4,506	$	12,304		$	(113,789	)
Income Tax Benefit		—			—		(40,258	)		(40,258	)
Interest Expense, net		305			1,535		14,205			16,045
Interest Income		—			—		(737	)		(737	)
Depreciation, Depletion and Amortization		50,837			1,202		3,938			55,977
Stock-Based Compensation		1,643			76		169			1,888
Loss on Debt Extinguishment		—			—		132			132
Fair Value Adjustment of Commodity Derivative Instruments		147,306			—		—			147,306
Adjusted EBITDA	$	69,492		$	7,319	$	(10,247	)	$	66,564

	Nine Months Ended September 30, 2022
	PAMC			CONSOL Marine Terminal		Other			Total Company
Earnings (Loss) Before Income Tax	$	372,408		$	29,569	$	(128,015	)	$	273,962
Income Tax Expense		—			—		59,115			59,115
Interest Expense, net		205			4,589		34,641			39,435
Interest Income		(1,304	)		—		(3,005	)		(4,309	)
Depreciation, Depletion and Amortization		149,737			3,456		15,414			168,607
Stock-Based Compensation		5,622			268		804			6,694
Loss on Debt Extinguishment		—			—		4,361			4,361
Equity Affiliate Adjustments		—			—		3,500			3,500
Fair Value Adjustment of Commodity Derivative Instruments		15,085			—		—			15,085
Adjusted EBITDA	$	541,753		$	37,882	$	(13,185	)	$	566,450

	Nine Months Ended September 30, 2021
	PAMC			CONSOL Marine Terminal		Other			Total Company
(Loss) Earnings Before Income Tax	$	(81,983	)	$	21,836	$	(23,066	)	$	(83,213	)
Income Tax Benefit		—			—		(43,966	)		(43,966	)
Interest Expense, net		1,425			4,608		41,460			47,493
Interest Income		(36	)		—		(2,370	)		(2,406	)
Depreciation, Depletion and Amortization		155,787			3,616		8,670			168,073
Stock-Based Compensation		4,007			184		416			4,607
Gain on Debt Extinguishment		—			—		(657	)		(657	)
Pension Settlement		—			—		22			22
Fair Value Adjustment of Commodity Derivative Instruments		167,743			—		—			167,743
Adjusted EBITDA	$	246,943		$	30,244	$	(19,491	)	$	257,696

NOTE 16—STOCK AND DEBT REPURCHASES:

In December 2017, CONSOL Energy’s Board of Directors approved a program to repurchase, from time to time, the Company's outstanding shares of common stock or its Second Lien Notes. Since its inception, the Company's Board of Directors has subsequently amended the program several times, the most recent of which amendment in August 2022 raised the aggregate limit of the Company's repurchase authority to $600,000 and extended the program until December 31, 2024.

Under the terms of the program, CONSOL Energy is permitted to make repurchases in the open market, in privately negotiated transactions, accelerated repurchase programs or in structured share repurchase programs. CONSOL Energy is also authorized to enter into one or more 10b5-1 plans with respect to any of the repurchases. Any repurchases of common stock or notes are to be funded from available cash on hand or short-term borrowings. The program does not obligate CONSOL Energy to acquire any particular amount of its common stock or notes, and the program can be modified or suspended at any time at the Company’s discretion. The program is conducted in compliance with applicable legal requirements and within the limits imposed by any credit agreement, receivables purchase agreement, indenture, or the tax matters agreement between the Company and its former parent, and is subject to market conditions and other factors.

During the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company spent $26,387 to retire $25,000 and spent ~~$14,153~~$17,092 to retire ~~$15,190~~$18,040 of its Second Lien Notes, respectively. No shares of common stock were repurchased under this program during the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021.

NOTE 17—SUBSEQUENT EVENTS:

~~During~~On ~~July~~October 31, 2022, CONSOL Energy ~~amended and extended~~issued a notice of partial redemption of its Second Lien Notes at 102.75% in the ~~Revolving Credit Facility and accounts receivable securitization facility, extending~~amount of $25 million. The redemption will take place within 30 to 60 days from the ~~maturities by~~ ~~four~~ ~~years and~~ ~~three~~ years, respectively. With respect to the Revolving Credit Facility, the amendment increased the borrowing commitments by $260 million, which includes more than $100 million of commitments from new lenders to the facility and nearly $40 million of increased commitments from certain extending lenders. In conjunction with the non-extending lenders, CONSOL Energy will maintain full access to the current $400 million available under the Revolving Credit Facility until its maturity at the end of ~~March 2023.~~ ~~At that point, the Company's borrowing limit under the Revolving Credit Facility will be reduced to $260 million until the facility's maturity~~issuance date in ~~July 2026.~~ ~~The accounts receivable securitization facility maintains a capacity of $100 million and is extended until~~ ~~July 2025.~~ ~~The amendments also effected certain other modifications to the borrowing base calculations to achieve higher utilization~~ of the ~~facility.~~notice.

On ~~August~~November 1, ~~2022,~~ ~~CONSOL Energy Inc.'s Board of Directors approved an enhanced shareholder capital return program, which will begin in the~~ ~~third~~ ~~quarter of~~ ~~2022~~ ~~that will, subject to the discretion of the Board of Directors, return approximately 35% of quarterly free cash flow in the form of quarterly dividends and/or share repurchases.~~

On ~~August 1, 2022,~~ CONSOL Energy Inc.'s Board of Directors approved an expansion of the stock and debt repurchase program. The aggregate amount of the program's expansion is $280 million, bringing the total amount of the Company's stock and debt repurchase program to $600 million. The Company's Board of Directors also approved extending the termination date of the program from ~~December 31, 2022~~ to ~~December 31, 2024.~~ ~~The program's available capacity as of~~ ~~August 4, 2022~~ ~~is approximately $381 million.~~

On ~~August 4,~~ 2022, CONSOL Energy announced a $~~1.00/~~1.05/share ~~special~~ dividend ~~for the~~ ~~second~~ ~~quarter of~~ ~~2022~~ in an aggregate amount of approximately ~~$35~~$37 million, payable on ~~August 24,~~November 23, 2022 to all stockholders of record as of ~~August 16,~~November 14, 2022.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) in conjunction with the Consolidated Financial Statements and corresponding notes included elsewhere in this Form 10-Q. In addition, this Form 10-Q report should be read in conjunction with the Consolidated Financial Statements for the three-year period ended December 31, 2021 included in CONSOL Energy Inc.'s Form 10-K, filed on February 11, 2022. This MD&A contains forward-looking statements and the matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those projected or implied in the forward-looking statements. Please see “Risk Factors” and “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

All amounts discussed are in millions of U.S. dollars, unless otherwise indicated. All tons discussed are on a clean coal equivalent basis.

Recent Developments

Russia-Ukraine War

On February 24, 2022, the armed forces of the Russian Federation launched a large-scale invasion of Ukraine. This conflict has continued at a high level of intensity since then. The extent and duration of the military conflict involving Russia and Ukraine, resulting sanctions and future market or supply disruptions in the region, are impossible to predict, but could be significant and may have a severe adverse effect on the region. Globally, various governments, including the United States, have banned certain imports from Russia including commodities such as oil, natural gas and coal, while governments in the member states of the European Union have committed to significantly reducing, and ultimately phasing out, imports of these commodities from Russia. These events have caused volatility in the aforementioned commodity markets. This volatility, including market expectations of potential changes in coal prices and inflationary pressures on steel products, may significantly affect market prices and overall demand for our coal and the cost of supplies and equipment, as well as the prices of, and demand for, competing sources of energy for our customers, like natural gas. Additionally, the war and resulting market disruption and sanctions have intensified preexisting inflationary pressures in the United States and elsewhere. Although we have not experienced a material negative impact from the war and the resulting sanctions as of the date of this report, we are closely monitoring the potential ~~effects on the market.~~effects.

COVID-19 Update

The Company is monitoring the impact of the COVID-19 pandemic (“COVID-19”) and has taken, and will continue to take, steps to mitigate the potential risks and impact on the Company and its employees. The health and safety of our employees is paramount. To date, the Company has experienced a few localized outbreaks, but due, in part, to the health and safety procedures put in place by the Company, we have been able to continue operating. The Company continues to monitor the health and safety of its employees closely in order to limit potential risks to our employees, contractors, family members and the community.

COVID-19 led to an unprecedented decline in coal demand that began in the first half of 2020, largely driven by government-imposed shutdowns of non-essential businesses. In general, the business environment has improved, resulting in higher demand for our product as government-imposed shutdowns and other COVID-19-related restrictions have been eased. However, imbalances in the global supply chain coupled with inflationary pressures have had both positive and negative impacts to our operations. The extent to which COVID-19 may impact our business depends on future developments, which are highly uncertain and unpredictable, including Presidential mandates, federal, state and ~~state~~international regulations, new information concerning the severity of COVID-19 variants, the pace and effectiveness of vaccination efforts and the effectiveness of actions globally to contain or mitigate its effects. We expect this could continue to impact our results of operations, cash flows and financial condition. The Company will continue to take steps it believes are appropriate to mitigate the negative impacts of COVID-19 on its operations, liquidity and financial condition.

Our Business

We are a leading, low-cost producer of high-quality bituminous coal, focused on the extraction and preparation of coal in the Appalachian Basin due to our ability to efficiently produce and deliver large volumes of high-quality coal at competitive prices, the strategic location of our mines and the industry experience of our management team.

Our most significant assets are the PAMC and the CONSOL Marine Terminal. Coal from the PAMC is valued because of its high energy content (as measured in Btu per pound), relatively low levels of sulfur and other impurities, and strong thermoplastic properties that enable it to be used in metallurgical, industrial and power generation applications. We take advantage of these desirable quality characteristics and our extensive logistical network, which is directly served by both the Norfolk Southern Corporation (“Norfolk Southern”) and CSX Transportation Inc. (“CSX”) railroads, to aggressively market our product to a broad base of strategically selected, top-performing power plant customers in the eastern United States. We also capitalize on the operational synergies and logistical advantages afforded by the CONSOL Marine Terminal, which is likewise served by both the Norfolk Southern and CSX railroads, to export our coal to industrial, power generation and metallurgical end-users globally.

We are also expanding our presence in the metallurgical coal market through ~~the development of~~ our Itmann Mine in West Virginia, which ~~we expect to be fully operational following the relocation and recommissioning of a recently purchased~~commissioned its preparation plant ~~which is planned for completion~~ during the third quarter of 2022 and is now operational. The mine is expected to ramp up its third miner section in the fourth quarter of 2022.

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Our operations, including the PAMC and the CONSOL Marine Terminal, have consistently generated strong cash flows, even throughout the COVID-19 pandemic. As of December 31, 2021, the PAMC controls 612.1 million tons of high-quality Pittsburgh seam reserves, enough to allow for more than 20 years of full-capacity production. As of December 31, 2021, the Itmann Mine controls 20.5 million tons of recoverable coal reserves, which is sufficient to support more than 20 years of full-capacity production. In addition, we own or control approximately 1.4 billion tons of Greenfield Reserves and Resources located in the Northern Appalachian (“NAPP”), the Central Appalachian (“CAPP”) and the Illinois Basins (“ILB”), which we believe provide future growth and monetization opportunities. Our vision is to maximize cash flow generation through the safe, compliant, and efficient operation of this core asset base, while strategically reducing debt, returning capital through share buybacks or dividends, and, when prudent, allocating capital toward compelling growth and diversification opportunities.

Our core businesses consist of our:

•

Pennsylvania Mining Complex: The PAMC, which includes the Bailey Mine, the Enlow Fork Mine, the Harvey Mine and the Central Preparation Plant, has extensive high-quality coal reserves. We mine our reserves from the Pittsburgh No. 8 Coal Seam, which is a large contiguous formation of high-Btu coal that is ideal for high productivity, low-cost longwall mining operations. The design of the PAMC is optimized to produce large quantities of coal on a cost-efficient basis. We can sustain high production volumes at comparatively low operating costs due to, among other things, our technologically advanced longwall mining systems, logistics infrastructure and safety. All our mines at the PAMC utilize longwall mining, which is a highly automated underground mining technique that produces large volumes of coal at lower costs compared to other underground mining methods.

•

CONSOL Marine Terminal: Through our subsidiary CONSOL Marine Terminals LLC, we provide coal export terminal services through the Port of Baltimore. The terminal can either store coal or load coal directly into vessels from rail cars. It is also the only major east coast United States coal terminal served by two railroads, Norfolk Southern ~~Corporation~~ and ~~CSX Transportation Inc.~~CSX.

•

Itmann Mine: Construction of the Itmann Mine, located in Wyoming County, West Virginia, began in the second half of 2019; development mining began in April 2020, and ~~full production is expected following the relocation and recommissioning of~~ a ~~recently purchased~~coal preparation plant ~~which is planned for completion~~was commissioned during the third quarter of 2022. ~~When fully operational, the~~The Company anticipates approximately 900 thousand tons per year of high-quality, low-vol coking coal production from the Itmann Mine, with an anticipated mine life of 20+ years. The preparation plant ~~being recommissioned will~~ also ~~include~~includes a ~~highly efficient~~ rail loadout and the capability for processing up to an additional 750 thousand to 1 million third-party ~~product~~saleable tons annually. This third-party processing revenue is expected to provide an additional avenue of growth for the Company.

These low-cost assets and the diverse markets they serve provide us opportunities to generate cash across a wide variety of demand and pricing scenarios. The three mines at the PAMC typically operate four to five longwalls, and the production from all three mines is processed at a single, centralized preparation plant, which is connected via conveyor belts to each mine. The Central Preparation Plant, which can clean and process up to 8,200 raw tons of coal per hour, provides economies of scale while also maintaining the ability to segregate and blend coal based on quality. This infrastructure enables us to tailor our production levels and quality specifications to meet market demands. It also results in a highly productive, low-cost operation as compared to other NAPP coal mines. To our knowledge, the PAMC is the most productive and efficient coal mining complex in NAPP. For the year ending December 31, 2021, productivity averaged 8.15 tons of coal per employee hour, compared with an average of 5.70 tons per employee hour for all other currently-operating NAPP longwalls. Our high productivity helps drive a low-cost structure. Our efficiency strengthens our margins throughout the commodity cycle and has allowed us to continue to generate positive margins even in challenging pricing environments.

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Q2Q3 2022 Highlights:

	•	~~Coal shipments of 6.2 million tons.~~
	•	Debt repayments of ~~$115.9~~$56.3 million – payments on Term Loan B ~~Term Loan A,~~ and equipment-financed debt of ~~$75.0 million, $35.0~~$50.0 million and ~~$5.9~~$6.3 million, respectively.
	•	Announced a ~~special~~ dividend of ~~$1.00/~~$1.05/share ~~for the second quarter of~~payable on November 23, 2022 to ~~be paid~~all stockholders of record on ~~August 24,~~November 14, 2022.
	•	~~Approved an enhanced shareholder return program, which will become effective~~Commissioned Itmann Preparation Plant in late September; the ~~third quarter of 2022 and will initially return approximately 35% of free cash flow while the Company intends to continue to reduce debt at an accelerated pace.~~first train shipped on October 12, 2022.

Outlook for 2022:

Based on our current contracted position, estimated prices and production plans, we are providing the following updated financial and operating performance guidance for full fiscal year 2022:

	•	PAMC coal sales volume of 24.0-25.0 million tons
	•	PAMC average realized coal revenue per ton sold ⁽¹⁾ of ~~$64.00~~$67.00 - ~~$67.00~~$69.00
	•	PAMC average cash cost of coal sold per ton ⁽¹⁾ of ~~$32.00-~~$33.00-$~~34.00~~35.00
	•	Capital expenditures (including Itmann development) of $160 million to $185 million
	•	Production between ~~0.3~~0.2 million to ~~0.5~~0.3 million tons of coal at the Itmann Mine

(1) Average realized coal revenue per ton sold and average cash cost of coal sold per ton are operating ratios derived from non-GAAP financial measures. CONSOL Energy is unable to provide a reconciliation of this guidance to any measures calculated in accordance with GAAP due to the unknown effect, timing and potential significance of certain income statement items.

How We Evaluate Our Operations

Our management team uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability. The metrics include: (i) coal production and sales volumes; (ii) realized coal revenue, a non-GAAP financial measure; (iii) cost of coal sold, a non-GAAP financial measure; (iv) cash cost of coal sold, a non-GAAP financial measure; (v) average realized coal revenue per ton sold, an operating ratio derived from non-GAAP financial measures; (vi) average cash cost of coal sold per ton, an operating ratio derived from non-GAAP financial measures; (vii) average margin per ton sold, an operating ratio derived from non-GAAP financial measures; (viii) average cash margin per ton sold, an operating ratio derived from non-GAAP financial measures; and (ix) adjusted EBITDA, a non-GAAP financial measure.

Realized coal revenue, average realized coal revenue per ton sold, cost of coal sold, cash cost of coal sold, average cash cost of coal sold per ton, average margin per ton sold and average cash margin per ton sold normalize the volatility contained within comparable GAAP measures by adjusting for certain non-operating or non-cash transactions. We believe that adjusted EBITDA provides a helpful measure of comparing our operating performance with the performance of other companies that have different financing, capital structures and tax rates than ours. We believe realized coal revenue and average realized coal revenue per ton sold provide useful information to investors because they better reflect our earnings by including the settled costs (or gains) of our commodity derivatives for the period. Each of these non-GAAP metrics are used as supplemental financial measures by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:

•

our operating performance as compared to the operating performance of other companies in the coal industry, without regard to financing methods, historical cost basis, tax rates or capital structure;

•

the ability of our assets to generate sufficient cash flow;

•

our ability to incur and service debt and fund capital expenditures;

•

the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities; and

•

the attractiveness of capital projects and acquisitions and the overall rates of return on alternative investment opportunities.

These non-GAAP financial measures should not be considered an alternative to total costs, total coal revenue, net income, or any other measure of financial performance ~~or liquidity~~ presented in accordance with GAAP. These measures exclude some, but not all, items that affect measures presented in accordance with GAAP, and these measures and the way we calculate them may vary from those of other companies. As a result, the items presented below may not be comparable to similarly titled measures of other companies.

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Reconciliation of Non-GAAP Financial Measures

We evaluate our cost of coal sold and cash cost of coal sold on an aggregate basis by segment, and our average cash cost of coal sold per ton on a per-ton basis. We define cost of coal sold as operating and other production costs related to produced tons sold, along with changes in coal inventory, both in volumes and carrying values. The cost of coal sold includes items such as direct operating costs, royalty and production taxes, direct administration costs, and depreciation, depletion and amortization costs on production assets. Cost of coal sold excludes any indirect costs, such as general and administrative costs, freight expenses, (loss) gain on debt extinguishment, interest expenses, depreciation, depletion and amortization costs on non-production assets and other costs not directly attributable to the production of coal. The cash cost of coal sold includes cost of coal sold less depreciation, depletion and amortization costs on production assets. We define average cash cost of coal sold per ton as cash cost of coal sold divided by tons sold. The GAAP measure most directly comparable to cost of coal sold, cash cost of coal sold and average cash cost of coal sold per ton is total costs and expenses.

The following table presents a reconciliation for the PAMC segment of cost of coal sold, cash cost of coal sold and average cash cost of coal sold per ton to total costs and expenses, the most directly comparable GAAP financial measure, on a historical basis, for each of the periods indicated (in thousands, except per ton information).

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021			2022			2021			2022			2021
Total Costs and Expenses	$	395,105		$	291,880		$	761,606		$	602,442		$	370,103		$	303,059		$	1,131,709		$	905,501
Less: Freight Expense		(50,411	)		(26,010	)		(88,800	)		(53,023	)		(42,619	)		(19,348	)		(131,419	)		(72,371	)
Less: General and Administrative Costs		(27,364	)		(22,486	)		(64,513	)		(46,026	)		(30,406	)		(22,606	)		(94,919	)		(68,631	)
Less: (Loss) Gain on Debt Extinguishment		(1,565	)		106			(3,687	)		789			(674	)		(132	)		(4,361	)		657
Less: Interest Expense, net		(13,121	)		(16,187	)		(27,473	)		(31,448	)		(11,962	)		(16,045	)		(39,435	)		(47,493	)
Less: Other Costs (Non-Production and non-PAMC)		(30,613	)		(10,908	)		(54,046	)		(29,576	)		(19,681	)		(22,480	)		(74,553	)		(52,057	)
Less: Depreciation, Depletion and Amortization (Non-Production and non-PAMC)		(11,310	)		(5,034	)		(19,178	)		(12,918	)		(9,501	)		(7,976	)		(27,854	)		(20,894	)
Cost of Coal Sold	$	260,721		$	211,361		$	503,909		$	430,240		$	255,260		$	214,472		$	759,168		$	644,712
Less: Depreciation, Depletion and Amortization (Production)		(46,570	)		(47,165	)		(94,656	)		(99,178	)		(45,272	)		(48,001	)		(140,753	)		(147,179	)
Cash Cost of Coal Sold	$	214,151		$	164,196		$	409,253		$	331,062		$	209,988		$	166,471		$	618,415		$	497,533
Total Tons Sold (in millions)		6.2			5.9			12.7			12.7			5.3			5.4			17.9			18.1
Average Cost of Coal Sold per Ton	$	42.29		$	36.00		$	39.82		$	33.76		$	48.37		$	39.71		$	42.34		$	35.53
Less: Depreciation, Depletion and Amortization Costs per Ton Sold		7.48			7.98			7.52			7.67			8.60			9.07			7.88			8.08
Average Cash Cost of Coal Sold per Ton	$	34.81		$	28.02		$	32.30		$	26.09		$	39.77		$	30.64		$	34.46		$	27.45

We evaluate our average realized coal revenue per ton sold, average margin per ton sold and average cash margin per ton sold on a per-ton basis. We define average realized coal revenue per ton sold as total coal revenue, net of settlements of commodity derivatives divided by tons sold. We define average margin per ton sold as average realized coal revenue per ton sold, net of average cost of coal sold per ton. We define average cash margin per ton sold as average realized coal revenue per ton sold, net of average cash cost of coal sold per ton. The GAAP measure most directly comparable to average realized coal revenue per ton sold, average margin per ton sold and average cash margin per ton sold is total coal revenue.

The following table presents a reconciliation for the PAMC segment of average realized coal revenue per ton sold, average margin per ton sold and average cash margin per ton sold to total coal revenue, the most directly comparable GAAP financial measure, on a historical basis, for each of the periods indicated (in thousands, except per ton information).

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021			2022			2021			2022			2021
Total Coal Revenue (PAMC Segment)	$	518,942		$	258,482		$	991,903		$	542,948		$	465,693		$	256,326		$	1,457,595		$	799,274
Add: Settlements of Commodity Derivatives		(73,923	)		—			(160,175	)		—			(81,311	)		—			(241,486	)		—
Total Realized Coal Revenue		445,019			258,482			831,728			542,948			384,382			256,326			1,216,109			799,274
Operating and Other Costs		244,764			175,104			463,299			360,638			229,669			188,951			692,968			549,590
Less: Other Costs (Non-Production and non-PAMC)		(30,613	)		(10,908	)		(54,046	)		(29,576	)		(19,681	)		(22,480	)		(74,553	)		(52,057	)
Total Cash Cost of Coal Sold		214,151			164,196			409,253			331,062			209,988			166,471			618,415			497,533
Add: Depreciation, Depletion and Amortization		57,880			52,199			113,834			112,096			54,773			55,977			168,607			168,073
Less: Depreciation, Depletion and Amortization (Non-Production and non-PAMC)		(11,310	)		(5,034	)		(19,178	)		(12,918	)		(9,501	)		(7,976	)		(27,854	)		(20,894	)
Total Cost of Coal Sold	$	260,721		$	211,361		$	503,909		$	430,240		$	255,260		$	214,472		$	759,168		$	644,712
Total Tons Sold (in millions)		6.2			5.9			12.7			12.7			5.3			5.4			17.9			18.1
Average Realized Coal Revenue per Ton Sold	$	72.18		$	44.02		$	65.73		$	42.60		$	72.83		$	47.46		$	67.81		$	44.05
Average Cash Cost of Coal Sold per Ton		34.81			28.02			32.30			26.09			39.77			30.64			34.46			27.45
Depreciation, Depletion and Amortization Costs per Ton Sold		7.48			7.98			7.52			7.67			8.60			9.07			7.88			8.08
Average Cost of Coal Sold per Ton		42.29			36.00			39.82			33.76			48.37			39.71			42.34			35.53
Average Margin per Ton Sold		29.89			8.02			25.91			8.84			24.46			7.75			25.47			8.52
Add: Depreciation, Depletion and Amortization Costs per Ton Sold		7.48			7.98			7.52			7.67			8.60			9.07			7.88			8.08
Average Cash Margin per Ton Sold	$	37.37		$	16.00		$	33.43		$	16.51		$	33.06		$	16.82		$	33.35		$	16.60

Table of Contents

We define adjusted EBITDA as (i) net income (loss) plus income taxes, net interest expense and depreciation, depletion and amortization, as adjusted for (ii) certain non-cash items, such as stock-based compensation and ~~unrealized mark-to-market gains or losses on~~fair value adjustments of commodity derivative instruments. The GAAP measure most directly comparable to adjusted EBITDA is net income (loss).

The following tables present a reconciliation of adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure, on a historical basis, for each of the periods indicated (in thousands).

	Three Months Ended June 30, 2022											Three Months Ended September 30, 2022
	PAMC			CONSOL Marine Terminal		Other			Total Company			PAMC			CONSOL Marine Terminal		Other			Total Company
Net Income (Loss)	$	159,404		$	12,354	$	(45,467	)	$	126,291		$	210,907		$	5,602	$	(64,388	)	$	152,121

Add: Income Tax Expense		—			—		23,223			23,223			—			—		39,414			39,414
Add: Interest Expense, net		68			1,530		11,523			13,121			(52	)		1,528		10,486			11,962
Less: Interest Income		(452	)		—		(987	)		(1,439	)		(437	)		—		(1,104	)		(1,541	)
Earnings (Loss) Before Interest & Taxes (EBIT)		159,020			13,884		(11,708	)		161,196			210,418			7,130		(15,592	)		201,956

Add: Depreciation, Depletion & Amortization		49,465			1,142		7,273			57,880			49,316			1,149		4,308			54,773

Earnings (Loss) Before Interest, Taxes and DD&A (EBITDA)	$	208,485		$	15,026	$	(4,435	)	$	219,076		$	259,734		$	8,279	$	(11,284	)	$	256,729

Adjustments:
Stock-Based Compensation	$	1,066		$	51	$	152		$	1,269
Loss on Debt Extinguishment		—			—		1,565			1,565
Unrealized Mark-to-Market Gain on Commodity Derivative Instruments		(5,571	)		—		—			(5,571	)
Add: Stock-Based Compensation												$	1,028		$	49	$	147		$	1,224
Add: Loss on Debt Extinguishment													—			—		674			674
Add: Equity Affiliate Adjustments													—			—		3,500			3,500
Less: Fair Value Adjustment of Commodity Derivative Instruments													(81,246	)		—		—			(81,246	)
Total Pre-tax Adjustments		(4,505	)		51		1,717			(2,737	)		(80,218	)		49		4,321			(75,848	)

Adjusted EBITDA	$	203,980		$	15,077	$	(2,718	)	$	216,339		$	179,516		$	8,328	$	(6,963	)	$	180,881

	Three Months Ended June 30, 2021											Three Months Ended September 30, 2021
	PAMC			CONSOL Marine Terminal		Other			Total Company			PAMC			CONSOL Marine Terminal		Other			Total Company
Net Income (Loss)	$	6,166		$	8,181	$	(10,175	)	$	4,172
Net (Loss) Income												$	(130,599	)	$	4,506	$	12,304		$	(113,789	)

Less: Income Tax Benefit		—			—		(8,893	)		(8,893	)		—			—		(40,258	)		(40,258	)
Add: Interest Expense, net		478			1,536		14,173			16,187			305			1,535		14,205			16,045
Less: Interest Income		(36	)		—		(775	)		(811	)		—			—		(737	)		(737	)
Earnings (Loss) Before Interest & Taxes (EBIT)		6,608			9,717		(5,670	)		10,655
(Loss) Earnings Before Interest & Taxes (EBIT)													(130,294	)		6,041		(14,486	)		(138,739	)

Add: Depreciation, Depletion & Amortization		50,169			1,200		830			52,199			50,837			1,202		3,938			55,977

Earnings (Loss) Before Interest, Taxes and DD&A (EBITDA)	$	56,777		$	10,917	$	(4,840	)	$	62,854
(Loss) Earnings Before Interest, Taxes and DD&A (EBITDA)												$	(79,457	)	$	7,243	$	(10,548	)	$	(82,762	)

Adjustments:
Stock-Based Compensation	$	1,053		$	48	$	109		$	1,210
Gain on Debt Extinguishment		—			—		(106	)		(106	)
Pension Settlement		—			—		22			22
Unrealized Mark-to-Market Loss on Commodity Derivative Instruments		20,437			—		—			20,437
Add: Stock-Based Compensation												$	1,643		$	76	$	169		$	1,888
Add: Loss on Debt Extinguishment													—			—		132			132
Add: Fair Value Adjustment of Commodity Derivative Instruments													147,306			—		—			147,306
Total Pre-tax Adjustments		21,490			48		25			21,563			148,949			76		301			149,326

Adjusted EBITDA	$	78,267		$	10,965	$	(4,815	)	$	84,417		$	69,492		$	7,319	$	(10,247	)	$	66,564

	Six Months Ended June 30, 2022											Nine Months Ended September 30, 2022
	PAMC			CONSOL Marine Terminal		Other			Total Company			PAMC			CONSOL Marine Terminal		Other			Total Company
Net Income (Loss)	$	161,501		$	23,967	$	(63,627	)	$	121,841		$	372,408		$	29,569	$	(128,015	)	$	273,962

Add: Income Tax Expense		—			—		19,701			19,701			—			—		59,115			59,115
Add: Interest Expense, net		257			3,061		24,155			27,473			205			4,589		34,641			39,435
Less: Interest Income		(866	)		—		(1,902	)		(2,768	)		(1,304	)		—		(3,005	)		(4,309	)
Earnings (Loss) Before Interest & Taxes (EBIT)		160,892			27,028		(21,673	)		166,247			371,309			34,158		(37,264	)		368,203

Add: Depreciation, Depletion & Amortization		100,421			2,307		11,106			113,834			149,737			3,456		15,414			168,607

Earnings (Loss) Before Interest, Taxes and DD&A (EBITDA)	$	261,313		$	29,335	$	(10,567	)	$	280,081		$	521,046		$	37,614	$	(21,850	)	$	536,810

Adjustments:
Stock-Based Compensation	$	4,595		$	219	$	656		$	5,470
Loss on Debt Extinguishment		—			—		3,687			3,687
Unrealized Mark-Market Loss on Commodity Derivative Instruments		96,331			—		—			96,331
Add: Stock-Based Compensation												$	5,622		$	268	$	804		$	6,694
Add: Loss on Debt Extinguishment													—			—		4,361			4,361
Add: Equity Affiliate Adjustments													—			—		3,500			3,500
Add: Fair Value Adjustment of Commodity Derivative Instruments													15,085			—		—			15,085
Total Pre-tax Adjustments		100,926			219		4,343			105,488			20,707			268		8,665			29,640

Adjusted EBITDA	$	362,239		$	29,554	$	(6,224	)	$	385,569		$	541,753		$	37,882	$	(13,185	)	$	566,450

	Six Months Ended June 30, 2021											Nine Months Ended September 30, 2021
	PAMC			CONSOL Marine Terminal		Other			Total Company			PAMC			CONSOL Marine Terminal		Other			Total Company
Net Income (Loss)	$	48,616		$	17,330	$	(35,370	)	$	30,576
Net (Loss) Income												$	(81,983	)	$	21,836	$	(23,066	)	$	(83,213	)

Less: Income Tax Benefit		—			—		(3,708	)		(3,708	)		—			—		(43,966	)		(43,966	)
Add: Interest Expense, net		1,120			3,073		27,255			31,448			1,425			4,608		41,460			47,493
Less: Interest Income		(36	)		—		(1,633	)		(1,669	)		(36	)		—		(2,370	)		(2,406	)
Earnings (Loss) Before Interest & Taxes (EBIT)		49,700			20,403		(13,456	)		56,647
(Loss) Earnings Before Interest & Taxes (EBIT)													(80,594	)		26,444		(27,942	)		(82,092	)

Add: Depreciation, Depletion & Amortization		104,950			2,414		4,732			112,096			155,787			3,616		8,670			168,073

Earnings (Loss) Before Interest, Taxes and DD&A (EBITDA)	$	154,650		$	22,817	$	(8,724	)	$	168,743		$	75,193		$	30,060	$	(19,272	)	$	85,981

Adjustments:
Stock-Based Compensation	$	2,364		$	109	$	246		$	2,719
Gain on Debt Extinguishment		—			—		(789	)		(789	)
Pension Settlement		—			—		22			22
Unrealized Mark-to-Market Loss on Commodity Derivative Instruments		20,437			—		—			20,437
Add: Stock-Based Compensation												$	4,007		$	184	$	416		$	4,607
Less: Gain on Debt Extinguishment													—			—		(657	)		(657	)
Add: Pension Settlement													—			—		22			22
Add: Fair Value Adjustment of Commodity Derivative Instruments													167,743			—		—			167,743
Total Pre-tax Adjustments		22,801			109		(521	)		22,389			171,750			184		(219	)		171,715

Adjusted EBITDA	$	177,451		$	22,926	$	(9,245	)	$	191,132		$	246,943		$	30,244	$	(19,491	)	$	257,696

Table of Contents

Results of Operations: Three Months Ended ~~June~~September 30, 2022 Compared with the Three Months Ended ~~June~~September 30, 2021

Net Income (Loss)

CONSOL Energy reported net income of ~~$126~~$152 million for the three months ended ~~June~~September 30, 2022, compared to a net ~~income~~loss of $4$114 million for the three months ended ~~June~~September 30, 2021. CONSOL Energy reported adjusted EBITDA of ~~$216~~$181 million for the three months ended ~~June~~September 30, 2022, compared to adjusted EBITDA of ~~$84~~$67 million for the three months ended ~~June~~September 30, 2021. Net income increased $266 million in the period-to-period comparison. PAMC Adjusted EBITDA was improved by $111 million, which is net of $81 million of settlements of commodity derivative instruments, CONSOL Marine Terminal Adjusted EBITDA was improved by $1 million, and the Other segment's loss before income tax was improved by $3 million, as discussed in further detail below. The ~~significant contributors to adjusted EBITDA are realized coal revenue and cash cost~~remaining changes in net income were the result of ~~coal sold, which are discussed below.~~an improvement of $147 million in loss on commodity derivative instruments as a result of volatility in the API2 markets, offset by an increase of $80 million of income tax expense as a result of an improvement in pre-tax earnings.

CONSOL Energy's business consists of the Pennsylvania Mining Complex and the CONSOL Marine Terminal segments, as well as various corporate and other business activities that are not allocated to the PAMC or the CONSOL Marine Terminal segments. The other business activities include ~~the development of~~ the Itmann Mine, the Greenfield Reserves and Resources, closed mine activities, general and administrative activities, interest expense and income taxes, as well as various other non-operated activities.

PAMC ANALYSIS:

The PAMC segment's principal activities consist of mining, preparation and marketing of bituminous coal, sold primarily to power generators, industrial end-users and metallurgical end-users. The segment also includes general and administrative costs, as well as various other activities assigned to the PAMC segment, but not included in the cost components on a per unit basis.

The PAMC segment had net income of ~~$159~~$211 million for the three months ended ~~June~~September 30, 2022, compared to a net ~~income~~loss of $6$131 million for the three months ended ~~June~~September 30, 2021. The PAMC segment had adjusted EBITDA of ~~$204~~$180 million for the three months ended ~~June~~September 30, 2022, compared to adjusted EBITDA of ~~$78~~$69 million for the three months ended ~~June~~September 30, 2021. Included in the ~~second~~third quarter 2022 adjusted EBITDA were settlements of commodity derivatives at a loss of ~~$74~~$81 million (see Note 13 - Derivatives in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q). Variances are discussed below.

	Three Months Ended									Three Months Ended
	June 30,									September 30,
(in millions)	2022			2021			Variance			2022			2021		Variance
Realized Coal Revenue:
Coal Revenue	$	519		$	258		$	261		$	466		$	256	$	210
Settlements of Commodity Derivative Instruments		(74	)		��			(74	)		(81	)		—		(81	)
Total Realized Coal Revenue		445			258			187			385			256		129
Freight Revenue		47			26			21			43			19		24
Miscellaneous Other Income		1			—			1
Gain on Sale of Assets											26			—		26
Less:
Cash Cost of Coal Sold		214			164			50			210			166		44
Other Costs		7			(1	)		8			(2	)		5		(7	)
Freight Expense		47			26			21			43			19		24
General and Administrative Costs		21			17			4			23			16		7
Adjusted EBITDA	$	204		$	78		$	126		$	180		$	69	$	111

Table of Contents

Coal Production

The table below presents total tons produced (in thousands) from the Pennsylvania Mining Complex for the periods indicated:

	Three Months Ended June 30,						Three Months Ended September 30,
Mine	2022		2021		Variance		2022		2021		Variance
Bailey		3,168		3,021		147		2,388		2,278		110
Enlow Fork		1,732		1,594		138		1,191		1,542		(351	)
Harvey		1,328		1,297		31		1,688		1,474		214
Total		6,228		5,912		316		5,267		5,294		(27	)

The PAMC's coal production ~~increased~~decreased slightly in the period-to-period ~~comparison, as the Company sought to match~~comparison. Production during both periods was negatively impacted by acute operational and geological issues, including roof falls and equipment failures, along with planned maintenance shutdowns. Additionally, a longwall move limited production ~~with improved demand for its coal, despite multiple longwall moves and a challenged transportation environment~~ during the ~~second~~third quarter of 2022.

Coal Operations

The PAMC segment's realized coal revenue and cost components on a per unit basis for these periods were as follows:

	Three Months Ended June 30,							Three Months Ended September 30,
	2022		2021		Variance			2022		2021		Variance
Total Tons Sold (in millions)		6.2		5.9		0.3			5.3		5.4		(0.1	)
Average Realized Coal Revenue per Ton Sold ⁽¹⁾	$	72.18	$	44.02	$	28.16		$	72.83	$	47.46	$	25.37

Average Cash Cost of Coal Sold per Ton ⁽¹⁾	$	34.81	$	28.02	$	6.79		$	39.77	$	30.64	$	9.13
Depreciation, Depletion and Amortization Costs per Ton Sold (Non-Cash Cost)		7.48		7.98		(0.50	)		8.60		9.07		(0.47	)
Average Cost of Coal Sold per Ton ⁽¹⁾	$	42.29	$	36.00	$	6.29		$	48.37	$	39.71	$	8.66
Average Margin per Ton Sold ⁽¹⁾	$	29.89	$	8.02	$	21.87		$	24.46	$	7.75	$	16.71
Add: Depreciation, Depletion and Amortization Costs per Ton Sold		7.48		7.98		(0.50	)		8.60		9.07		(0.47	)
Average Cash Margin per Ton Sold ⁽¹⁾	$	37.37	$	16.00	$	21.37		$	33.06	$	16.82	$	16.24

(1) Average cash cost of coal sold per ton and average cost of coal sold per ton are non-GAAP measures, and average realized coal revenue per ton sold, average margin per ton sold and average cash margin per ton sold are operating ratios derived from non-GAAP measures. See “How We Evaluate Our Operations - Reconciliation of Non-GAAP Financial Measures” for a reconciliation of non-GAAP measures to the most directly comparable GAAP measures.

Coal Revenue and Realized Coal Revenue

Coal revenue and realized coal revenue were ~~$519~~$466 million and ~~$445~~$385 million for the three months ended ~~June~~September 30, 2022, respectively, compared to ~~$258~~$256 million and ~~$258~~$256 million for the three months ended ~~June~~September 30, 2021, respectively. As a result of continued global tightness of coal supply and higher electric power prices, coupled with higher prices for natural gas, which is a competitor to the Company's coal product, the Company realized higher pricing on its contracts, including domestic contracts, export contracts, and contracts that contain positive electric power-price adjustments, during the three months ended ~~June~~September 30, 2022. This higher pricing was partially offset by the settlement of certain commodity derivatives during the quarter, whereas during the prior year period, the Company did not settle any of its commodity derivatives. Demand for coal remains elevated as a result of ~~declining~~low reported stockpiles at domestic coal-fired electricity producers and ~~increased~~an overall increase in global demand ~~abroad~~ resulting ~~in part,~~ from the ~~conflict in~~impact of Europe's ~~impact on~~ energy ~~prices.~~imbalance.

Freight Revenue and Freight Expense

Freight revenue is the amount billed to customers for transportation costs incurred. This revenue is based on the weight of coal shipped, negotiated freight rates and method of transportation, primarily rail, used by the customers to which the Company contractually provides transportation services to move its coal from the mine to the ultimate sales point. Freight revenue is completely offset by freight expense. Freight revenue and freight expense were both ~~$47~~$43 million for the three months ended ~~June~~September 30, 2022, compared to ~~$26~~$19 million for the three months ended ~~June~~September 30, 2021. The ~~$21~~$24 million increase was primarily related to increased transportation ~~pricing from the underlying pricing model,~~costs, as well as an increase in fuel surcharges.

Gain on Sale of Assets

Gain on sale of assets increased $26 million in the period-to-period comparison, primarily due to the sale of certain coal assets during the three months ended September 30, 2022.

Cash Cost of Coal Sold

Cash cost of coal sold is comprised of operating costs related to produced tons sold, along with changes in both the volumes and carrying values of coal inventory. The cash cost of coal sold includes items such as direct operating costs, royalties and production taxes, and direct administration costs. Total cash cost of coal sold was ~~$214~~$210 million for the three months ended ~~June~~September 30, 2022, or ~~$50~~$44 million higher than the ~~$164~~$166 million for the three months ended ~~June~~September 30, 2021. Average cash cost of coal sold per ton was ~~$34.81~~$39.77 for the three months ended ~~June~~September 30, 2022, compared to ~~$28.02~~$30.64 for the three months ended ~~June~~September 30, 2021. The increase in the total cash cost of coal sold and average cash cost of coal sold per ton was primarily due to ongoing inflationary pressures ~~the premature termination of a fixed power contract as a result of a supplier bankruptcy and repair~~on supplies and maintenance ~~costs. Additionally, the total cash cost of coal sold and average cash cost of coal sold per ton were impacted by the ongoing~~costs, multiple equipment failures, continued development work associated with the PAMC's fifth ~~longwall.~~longwall, and increased power costs due to elevated power prices in the period-to-period comparison.

Other Costs

Other costs include items that are assigned to the PAMC segment but are not included in unit costs. Total other costs ~~increased $8~~decreased $7 million in the three months ended ~~June~~September 30, 2022, compared to the three months ended ~~June~~September 30, 2021. The ~~increase~~decrease was primarily attributable to ~~an increase~~a decrease in current quarter costs, ~~related to demurrage charges and discretionary employee benefit expenses.~~none of which were individually significant.

General and Administrative Costs

The amount of general and administrative costs related to the PAMC segment were ~~$21~~$23 million for the three months ended ~~June~~September 30, 2022, compared to ~~$17~~$16 million for the three months ended ~~June~~September 30, 2021. The $4$7 million increase in the period-to-period comparison was primarily related to increased expense under the long-term incentive compensation plan incurred in the three months ended ~~June~~September 30, 2022, due to the Company achieving certain financial metrics and a substantial increase in the Company's share price, compared to the three months ended ~~June~~September 30, 2021.

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CONSOL MARINE TERMINAL ANALYSIS:

The CONSOL Marine Terminal segment provides coal export terminal services through the Port of Baltimore. The segment also includes general and administrative activities and interest expense, as well as various other activities assigned to the CONSOL Marine Terminal segment.

The CONSOL Marine Terminal segment had net income of ~~$12~~$6 million for the three months ended ~~June~~September 30, 2022, compared to net income of $8$5 million for the three months ended ~~June~~September 30, 2021. The CONSOL Marine Terminal segment had adjusted EBITDA of ~~$15~~$8 million for the three months ended ~~June~~September 30, 2022, compared to adjusted EBITDA of ~~$11~~$7 million for the three months ended ~~June~~September 30, 2021.

	Three Months Ended June 30,						Three Months Ended September 30,
(in millions)	2022		2021		Variance		2022		2021		Variance

Terminal Revenue	$	22	$	17	$	5	$	15	$	14	$	1
Miscellaneous Other Income		1		1		—		1		1		—
Less:
Operating and Other Costs		7		6		1		6		7		(1	)
General and Administrative Costs		1		1		—		2		1		1
Adjusted EBITDA	$	15	$	11	$	4	$	8	$	7	$	1

~~Terminal revenue consists of sales from the CONSOL Marine Terminal, which is located~~Overall, adjusted EBITDA was materially consistent in the Port of Baltimore, Maryland and provides access to international coal markets. Throughput volumes at the CONSOL Marine Terminal were 3.8 million tons in both the three months ended June 30, 2022 and the three months ended June 30, 2021. CONSOL Marine Terminal sales were $22 million for the three months ended June 30, 2022, compared to $17 million for the three months ended June 30, 2021, as a result of an increase in the rates charged to process coal at the Terminal due to increased export demand and commodity pricing strength.period-to-period comparison.

OTHER ANALYSIS:

The other segment includes revenue and expenses from various corporate and diversified business activities that are not allocated to the PAMC or the CONSOL Marine Terminal segments. The diversified business activities include the ~~development of the~~ Itmann Mine, the Greenfield Reserves and Resources, closed mine activities, general and administrative activities, interest expense and income taxes, as well as various other non-operated activities.

Other business activities had a loss before income tax of ~~$22~~$25 million for the three months ended ~~June~~September 30, 2022, compared to a loss before income tax of ~~$19~~$28 million for the three months ended ~~June~~September 30, 2021. Variances are discussed below.

	Three Months Ended									Three Months Ended
	June 30,									September 30,
*(in millions)*	2022			2021			Variance			2022			2021			Variance
Revenue:
Coal Revenue - Itmann	$	14		$	2		$	12		$	7		$	3		$	4
Freight Revenue		3			—			3
Miscellaneous Other Income		6			1			5			4			3			1
Gain on Sale of Assets		—			2			(2	)
Total Revenue and Other Income		23			5			18			11			6			5
Other Costs and Expenses:
Operating and Other Costs		17			6			11			17			13			4
Depreciation, Depletion and Amortization		7			1			6			4			4			—
Freight Expense		3			—			3
General and Administrative Costs		4			3			1			4			3			1
Loss on Debt Extinguishment		2			—			2			1			—			1
Interest Expense, net		12			14			(2	)		10			14			(4	)
Total Other Costs and Expenses		45			24			21			36			34			2
Loss Before Income Tax	$	(22	)	$	(19	)	$	(3	)	$	(25	)	$	(28	)	$	3

Coal Revenue - Itmann

Coal revenue consists of the sale of coal mined during the development and operation of the Itmann Mine located in Wyoming County, West ~~Virginia.~~Virginia, as well as the sale of third-party metallurgical coal purchased to blend with Itmann coal. The improvement is primarily due to ~~a 30 thousand increase in tons sold in the period-to-period comparison, as well as~~ a significant increase in the price of metallurgical ~~coal.~~coal in the period-to-period comparison. During the three months ended ~~June~~September 30, 2022, average revenue on a per-ton basis was ~~$268.36,~~$201.92, compared to ~~$64.29~~$74.47 for the three months ended ~~June~~September 30, 2021.

~~Freight Revenue and Freight Expense~~

Freight revenue is the amount billed to customers for transportation costs incurred. This revenue is based on the weight of coal shipped, negotiated freight rates and method of transportation, primarily rail, used by the customers to which the Company contractually provides transportation services to move its coal from the mine to the ultimate sales point. Freight revenue is completely offset by freight expense. Freight revenue and freight expense were both $3 million for the three months ended June 30, 2022. The $3 million increase was primarily related to increased coal shipments during the ongoing development of the Itmann mine.

Miscellaneous Other Income

Miscellaneous other income was $6$4 million for the three months ended ~~June~~September 30, 2022, compared to $1$3 million for the three months ended ~~June~~September 30, 2021. The change is due to the following items:

Three Months Ended June 30,

(in millions)

2022

2021

Variance

Royalty Income - Non-Operated Coal
$ 4 $ — $ 4
Interest Income
1 1 —
Other Income
1 — 1
Total Miscellaneous Other Income
$ 6 $ 1 $ 5

Royalty income - non-operated coal increased in the period-to-period comparison as a result of increased pricing and additional operating activity by third-party companies mining in reserves to which we have a royalty claim.

~~Gain on Sale of Assets~~

~~Gain on sale of assets decreased $2 million in the period-to-period comparison primarily due to the sale of land and gas wells during the three months ended June 30, 2021.~~

	Three Months Ended September 30,
(in millions)	2022		2021			Variance
Royalty Income - Non-Operated Coal	$	1	$	3		$	(2	)
Interest Income		1		1			—
Other Income (Loss)		2		(1	)		3
Total Miscellaneous Other Income	$	4	$	3		$	1

Operating and Other Costs

Operating and other costs were $17 million for the three months ended ~~June~~September 30, 2022, compared to $6$13 million for the three months ended ~~June~~September 30, 2021. Operating and other costs increased in the period-to-period comparison due to the following items:

	Three Months Ended June 30,								Three Months Ended September 30,
(in millions)	2022		2021			Variance			2022		2021		Variance
Operating Cost of Coal Sold - Itmann	$	9	$	2		$	7
Cost of Coal Sold - Itmann									$	6	$	3	$	3
Equity Affiliate Adjustments										4		—		4
Employee-Related Legacy Liability Expense		2		3			(1	)		2		2		—
Coal Reserve Holding Costs		2		2			—			2		2		—
Closed and Idle Mines		1		1			—			1		1		—
Other		3		(2	)		5			2		5		(3	)
Total Operating and Other Costs	$	17	$	6		$	11		$	17	$	13	$	4

The Itmann Mine's ~~operating~~ cost of coal sold is primarily comprised of development costs absorbed by the coal revenue generated during ~~development.~~development, as well as the costs incurred to purchase third-party metallurgical coal to blend with Itmann coal. The ~~operating~~ costs of coal sold include items such as direct development and operating costs, royalties and production taxes, third-party processing and hauling of raw coal and direct administration costs. The increase in ~~operating costs~~cost of $7coal sold of $3 million is primarily due to an increase in costs associated with interim third-party processing and hauling of raw coal, as well as the increased coal ~~revenue available to absorb development costs.~~revenue.

Depreciation, Depletion and Amortization

Depreciation, depletion and amortization ~~increased $6 million~~was consistent in the period-to-period ~~comparison due to current quarter adjustments to the Company's asset retirement obligations based on current projected cash outflows.~~comparison.

General and Administrative Costs

~~General~~The amount of general and administrative expenses ~~remained materially consistent~~related to the Other segment were $4 million for the three months ended September 30, 2022, compared to $3 million for the three months ended September 30, 2021. The $1 million increase in the period-to-period ~~comparison.~~comparison was primarily related to increased expense under the long-term incentive compensation plan incurred in the three months ended September 30, 2022, due to the Company achieving certain financial metrics and a substantial increase in the Company's share price, compared to the three months ended September 30, 2021.

Loss on Debt Extinguishment

Loss on debt extinguishment of $2$1 million was recognized in the three months ended ~~June~~September 30, 2022, due to accelerated payments made on the Company's Term Loan ~~A and Term Loan~~ B ~~Facilities.~~Facility.

Interest Expense, net

Interest expense, net of amounts capitalized, decreased in the period-to-period comparison primarily due to the Company's continued de-leveraging efforts throughout the three months ended ~~June~~September 30, 2022.

Results of Operations: ~~Six~~Nine Months Ended ~~June~~September 30, 2022 Compared with the ~~Six~~Nine Months Ended ~~June~~September 30, 2021

Net Income (Loss)

CONSOL Energy reported net income of ~~$122~~$274 million for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to a net ~~income~~loss of ~~$31~~$83 million for the ~~six~~nine months ended ~~June~~September 30, 2021. CONSOL Energy reported adjusted EBITDA of ~~$386~~$566 million for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to adjusted EBITDA of ~~$191~~$258 million for the ~~six~~nine months ended ~~June~~September 30, 2021. Net income increased $357 million in the period-to-period comparison. PAMC Adjusted EBITDA was improved by $295 million, which is net of $241 million of settlements of commodity derivative instruments, CONSOL Marine Terminal Adjusted EBITDA was improved by $8 million, and the Other segment's loss before income tax was impaired by $2 million, as discussed in further detail below. The ~~significant contributors to adjusted EBITDA are realized coal revenue~~remaining changes in net income were the result of an impairment of $89 million in loss on commodity derivative instruments as a result of volatility in the API2 markets, and ~~cash cost~~an increase of ~~coal sold, which are discussed below.~~$103 million of income tax expense as a result of an improvement in pre-tax earnings.

PAMC ANALYSIS:

The PAMC segment had net income of ~~$162~~$372 million for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to a net ~~income~~loss of ~~$49~~$82 million for the ~~six~~nine months ended ~~June~~September 30, 2021. The PAMC segment had adjusted EBITDA of ~~$362~~$542 million for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to adjusted EBITDA of ~~$177~~$247 million for the ~~six~~nine months ended ~~June~~September 30, 2021. Included in 2022 adjusted EBITDA were settlements of commodity derivatives at a loss of ~~$160~~$241 million (see Note 13 - Derivatives in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q). Variances are discussed below.

	Six Months Ended									Nine Months Ended
	June 30,									September 30,
(in millions)	2022			2021			Variance			2022			2021		Variance
Realized Coal Revenue:
Coal Revenue	$	992		$	543		$	449		$	1,458		$	799	$	659
Settlements of Commodity Derivative Instruments		(160	)		—			(160	)		(241	)		—		(241	)
Total Realized Coal Revenue		832			543			289			1,217			799		418
Freight Revenue		86			53			33			128			72		56
Miscellaneous Other Loss		—			(1	)		1
Miscellaneous Income											—			1		(1	)
Gain on Sale of Assets		1			1			—			27			1		26
Less:
Cash Cost of Coal Sold		409			331			78			618			498		120
Other Costs		15			(1	)		16			14			4		10
Freight Expense		86			53			33			128			72		56
General and Administrative Costs		47			36			11			70			52		18
Adjusted EBITDA	$	362		$	177		$	185		$	542		$	247	$	295

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Coal Production

The table below presents total tons produced (in thousands) from the Pennsylvania Mining Complex for the periods indicated:

	Six Months Ended June 30,							Nine Months Ended September 30,
Mine	2022		2021		Variance			2022		2021		Variance
Bailey		6,189		6,800		(611	)		8,577		9,078		(501	)
Enlow Fork		3,508		3,590		(82	)		4,698		5,133		(435	)
Harvey		2,887		2,541		346			4,576		4,015		561
Total		12,584		12,931		(347	)		17,851		18,226		(375	)

The PAMC's coal production decreased ~~slightly~~ in the period-to-period ~~comparison. Operationally, the Company performed strongly in the current year as demand for its product steadily improved. However, multiple longwall moves~~comparison due to acute operational and geological issues and a challenged transportation environment, which weighed on the Company's production during 2022.

Coal Operations

The PAMC segment's realized coal revenue and cost components on a per unit basis for these periods were as follows:

	Six Months Ended June 30,							Nine Months Ended September 30,
	2022		2021		Variance			2022		2021		Variance
Total Tons Sold (in millions)		12.7		12.7		—			17.9		18.1		(0.2	)
Average Realized Coal Revenue per Ton Sold ⁽¹⁾	$	65.73	$	42.60	$	23.13		$	67.81	$	44.05	$	23.76

Average Cash Cost of Coal Sold per Ton ⁽¹⁾	$	32.30	$	26.09	$	6.21		$	34.46	$	27.45	$	7.01
Depreciation, Depletion and Amortization Costs per Ton Sold (Non-Cash Cost)		7.52		7.67		(0.15	)		7.88		8.08		(0.20	)
Average Cost of Coal Sold per Ton ⁽¹⁾	$	39.82	$	33.76	$	6.06		$	42.34	$	35.53	$	6.81
Average Margin per Ton Sold ⁽¹⁾	$	25.91	$	8.84	$	17.07		$	25.47	$	8.52	$	16.95
Add: Depreciation, Depletion and Amortization Costs per Ton Sold		7.52		7.67		(0.15	)		7.88		8.08		(0.20	)
Average Cash Margin per Ton Sold ⁽¹⁾	$	33.43	$	16.51	$	16.92		$	33.35	$	16.60	$	16.75

Coal Revenue and Realized Coal Revenue

Coal revenue and realized coal revenue were ~~$992~~$1,458 million and ~~$832~~$1,217 million for the ~~six~~nine months ended ~~June~~September 30, 2022, respectively, compared to ~~$543~~$799 million and ~~$543~~$799 million for the ~~six~~nine months ended ~~June~~September 30, 2021, respectively. As a result of continued global tightness of coal supply and higher electric power prices, coupled with higher prices for natural gas, which is a competitor to the Company's coal product, the Company realized higher pricing on its contracts, including domestic contracts, export contracts, and contracts that contain positive electric power-price adjustments, during the ~~six~~nine months ended ~~June~~September 30, 2022. This higher pricing was partially offset by the settlement of certain commodity derivatives during the year, whereas during the prior year period, the Company did not settle any of its commodity derivatives. Demand for coal remains elevated as a result of ~~declining~~low reported stockpiles at domestic coal-fired electricity producers and ~~increased~~an overall increase in global demand ~~abroad~~ resulting ~~in part,~~ from the ~~conflict in~~impact of Europe's ~~impact on~~ energy ~~prices.~~imbalance.

Freight Revenue and Freight Expense

Freight revenue is the amount billed to customers for transportation costs incurred. This revenue is based on the weight of coal shipped, negotiated freight rates and method of transportation, primarily rail, used by the customers to which the Company contractually provides transportation services to move its coal from the mine to the ultimate sales point. Freight revenue is completely offset by freight expense. Freight revenue and freight expense were both ~~$86~~$128 million for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to ~~$53~~$72 million for the ~~six~~nine months ended ~~June~~September 30, 2021. The ~~$33~~$56 million increase was primarily related to increased transportation ~~pricing from the underlying pricing model,~~costs, as well as an increase in fuel surcharges.

Gain on Sale of Assets

Gain on sale of assets increased $26 million in the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to the sale of certain coal assets.

Cash Cost of Coal Sold

Cash cost of coal sold is comprised of operating costs related to produced tons sold, along with changes in both the volumes and carrying values of coal inventory. The cash cost of coal sold includes items such as direct operating costs, royalties and production taxes, and direct administration costs. Total cash cost of coal sold was ~~$409~~$618 million for the ~~six~~nine months ended ~~June~~September 30, 2022, or ~~$78~~$120 million higher than the ~~$331~~$498 million for the ~~six~~nine months ended ~~June~~September 30, 2021. Average cash cost of coal sold per ton was ~~$32.30~~$34.46 for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to ~~$26.09~~$27.45 for the ~~six~~nine months ended ~~June~~September 30, 2021. The increase in the total cash cost of coal sold and average cash cost of coal sold per ton was primarily due to ongoing inflationary pressures ~~the premature termination of a fixed power contract as a result of a supplier bankruptcy and repair~~on supplies and maintenance ~~costs.~~costs, multiple equipment failures and increased power costs due to elevated power prices. Additionally, the total cash cost of coal sold and average cash cost of coal sold per ton were impacted by the ongoing development work associated with the PAMC's fifth longwall.

Other Costs

Other costs include items that are assigned to the PAMC segment but are not included in unit costs. Total other costs increased ~~$16~~$10 million in the ~~six~~nine months ended ~~June~~September 30, 2022, compared to the ~~six~~nine months ended ~~June~~September 30, 2021. The increase was primarily attributable to an increase in current year costs related to demurrage charges and discretionary employee benefit ~~expenses and demurrage charges.~~expenses.

General and Administrative Costs

The amount of general and administrative costs related to the PAMC segment were ~~$47~~$70 million for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to ~~$36~~$52 million for the ~~six~~nine months ended ~~June~~September 30, 2021. The ~~$11~~$18 million increase in the period-to-period comparison was primarily related to increased expense under the long-term incentive compensation plan incurred in the ~~six~~nine months ended ~~June~~September 30, 2022, due to the Company achieving certain financial metrics and a substantial increase in the Company's share price, compared to the ~~six~~nine months ended ~~June~~September 30, 2021.

Table of Contents

CONSOL MARINE TERMINAL ANALYSIS:

The CONSOL Marine Terminal segment had net income of ~~$24~~$30 million for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to net income of ~~$17~~$22 million for the ~~six~~nine months ended ~~June~~September 30, 2021. The CONSOL Marine Terminal segment had adjusted EBITDA of ~~$29~~$38 million for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to adjusted EBITDA of ~~$22~~$30 million for the ~~six~~nine months ended ~~June~~September 30, 2021.

	Six Months Ended June 30,						Nine Months Ended September 30,
(in millions)	2022		2021		Variance		2022		2021		Variance

Terminal Revenue	$	43	$	36	$	7	$	58	$	50	$	8
Miscellaneous Income		2		—		2		3		1		2
Less:
Operating and Other Costs		13		12		1		18		18		—
General and Administrative Costs		3		2		1		5		3		2
Adjusted EBITDA	$	29	$	22	$	7	$	38	$	30	$	8

Terminal revenue consists of sales from the CONSOL Marine Terminal, which is located in the Port of Baltimore, Maryland and provides access to international coal markets. Throughput volumes at the CONSOL Marine Terminal were ~~7.4~~10.1 million tons in the ~~six~~nine months ended ~~June~~September 30, 2022, compared to ~~7.9~~10.7 million tons in the ~~six~~nine months ended ~~June~~September 30, 2021. CONSOL Marine Terminal sales were ~~$43~~$58 million for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to ~~$36~~$50 million for the ~~six~~nine months ended ~~June~~September 30, 2021, as a result of an increase in the rates charged to ~~process~~transload coal at the Terminal due to increased export demand and commodity pricing strength.

OTHER ANALYSIS:

Other business activities had a loss before income tax of ~~$44~~$69 million for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to a loss before income tax of ~~$39~~$67 million for the ~~six~~nine months ended ~~June~~September 30, 2021. Variances are discussed below.

	Six Months Ended									Nine Months Ended
	June 30,									September 30,
(in millions)	2022			2021			Variance			2022			2021			Variance
Revenue:
Coal Revenue - Itmann	$	17		$	2		$	15		$	24		$	5		$	19
Freight Revenue		3			—			3			3			—			3
Miscellaneous Other Income		9			5			4			13			7			6
Gain on Sale of Assets		5			10			(5	)		6			10			(4	)
Total Revenue and Other Income		34			17			17			46			22			24
Other Costs and Expenses:
Operating and Other Costs		27			18			9			44			30			14
Depreciation, Depletion and Amortization		11			5			6			15			8			7
Freight Expense		3			—			3			3			—			3
General and Administrative Costs		9			7			2			14			10			4
Loss (Gain) on Debt Extinguishment		4			(1	)		5
Loss on Debt Extinguishment											4			—			4
Interest Expense, net		24			27			(3	)		35			41			(6	)
Total Other Costs and Expenses		78			56			22			115			89			26
Loss Before Income Tax	$	(44	)	$	(39	)	$	(5	)	$	(69	)	$	(67	)	$	(2	)

Coal Revenue - Itmann

Coal revenue consists of the sale of coal mined during the development and operation of the Itmann Mine located in Wyoming County, West ~~Virginia.~~Virginia, as well as the sale of third-party metallurgical coal purchased to blend with Itmann coal. The improvement is due to a 3117 thousand increase in tons sold in the period-to-period comparison, as well as a significant increase in the price of metallurgical coal. During the ~~six~~nine months ended ~~June~~September 30, 2022, average revenue on a per-ton basis was ~~$244.12,~~$230.29, compared to ~~$61.75~~$67.51 for the ~~six~~nine months ended ~~June~~September 30, 2021.

Freight Revenue and Freight Expense

Freight revenue is the amount billed to customers for transportation costs incurred. This revenue is based on the weight of coal shipped, negotiated freight rates and method of transportation, primarily rail, used by the customers to which the Company contractually provides transportation services to move its coal from the mine to the ultimate sales point. Freight revenue is completely offset by freight expense. Freight revenue and freight expense were both $3 million for the ~~six~~nine months ended ~~June~~September 30, 2022. This segment generated no freight revenue and had no freight expense during the nine months ended September 30, 2021. The $3 million increase was primarily related to increased coal shipments during the ~~ongoing~~ development of the Itmann mine.

Miscellaneous Other Income

Miscellaneous other income was $9$13 million for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to $5$7 million for the ~~six~~nine months ended ~~June~~September 30, 2021. The change is due to the following items:

Six Months Ended June 30,

(in millions)

2022

2021

Variance

Royalty Income - Non-Operated Coal
$ 6 $ 2 $ 4
Interest Income
2 2 —
Property Easements and Option Income
1 — 1
Other Income
— 1 (1 )
Total Miscellaneous Other Income
$ 9 $ 5 $ 4

	Nine Months Ended September 30,
(in millions)	2022		2021		Variance
Royalty Income - Non-Operated Coal	$	7	$	5	$	2
Interest Income		3		2		1
Other Income		3		—		3
Total Miscellaneous Other Income	$	13	$	7	$	6

Gain on Sale of Assets

Gain on sale of assets decreased $5$4 million in the period-to-period comparison primarily due to a decrease in sales of various gas wells and land during the ~~six~~nine months ended ~~June~~September 30, 2022, compared to the ~~six~~nine months ended ~~June~~September 30, 2021.

Operating and Other Costs

Operating and other costs were ~~$27~~$44 million for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to ~~$18~~$30 million for the ~~six~~nine months ended ~~June~~September 30, 2021. Operating and other costs increased in the period-to-period comparison due to the following items:

	Six Months Ended June 30,							Nine Months Ended September 30,
(in millions)	2022		2021		Variance			2022		2021		Variance
Operating Cost of Coal Sold - Itmann	$	12	$	2	$	10
Cost of Coal Sold - Itmann								$	18	$	5	$	13
Employee-Related Legacy Liability Expense		3		4		(1	)		5		6		(1	)
Coal Reserve Holding Costs		3		5		(2	)		5		6		(1	)
Equity Affiliate Adjustments									4		—		4
Closed and Idle Mines		2		2		—			3		3		—
Other		7		5		2			9		10		(1	)
Total Operating and Other Costs	$	27	$	18	$	9		$	44	$	30	$	14

The Itmann Mine's ~~operating~~ cost of coal sold is primarily comprised of development costs absorbed by the coal revenue generated during ~~development.~~development, as well as the costs incurred to purchase third-party metallurgical coal to blend with Itmann coal. The ~~operating~~ costs of coal sold include items such as direct development and operating costs, royalties and production taxes, third-party processing and hauling of raw coal and direct administration costs. The increase in ~~operating costs~~cost of ~~$10~~coal sold of $13 million is primarily due to an increase in costs associated with interim third-party processing and hauling of raw coal, as well as the increased coal ~~revenue available to absorb development costs.~~revenue.

Depreciation, Depletion and Amortization

Depreciation, depletion and amortization increased $6$7 million in the period-to-period comparison due to current year adjustments to the Company's asset retirement obligations based on current projected cash outflows.

General and Administrative Costs

The amount of general and administrative costs related to the Other segment were $9$14 million for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to $7$10 million for the ~~six~~nine months ended ~~June~~September 30, 2021. The $2$4 million increase in the period-to-period comparison was primarily related to increased expense under the long-term incentive compensation plan incurred in the ~~six~~nine months ended ~~June~~September 30, 2022 due to the Company achieving certain financial metrics and a substantial increase in the Company's share price, compared to the ~~six~~nine months ended ~~June~~September 30, 2021.

Loss ~~(Gain)~~ on Debt Extinguishment

Loss on debt extinguishment of $4 million was recognized in the ~~six~~nine months ended ~~June~~September 30, 2022, due to accelerated payments made on the Company's Term Loan A and Term Loan B Facilities and ~~the open market repurchases of the Company's 11.00% Senior Secured Second Lien Notes due 2025. Gain on debt extinguishment of $1 million was recognized in the six months ended June 30, 2021, due to~~ the open market repurchases of the Company's 11.00% Senior Secured Second Lien Notes due 2025.

Interest Expense, net

Interest expense, net of amounts capitalized, decreased in the period-to-period comparison primarily due to the Company's continued de-leveraging efforts throughout the ~~six~~nine months ended ~~June~~September 30, 2022.

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Liquidity and Capital Resources

CONSOL Energy's potential sources of liquidity include cash generated from operations, cash on hand, borrowings under the revolving credit facility and securitization facility (which are discussed below), and, if necessary, the ability to issue additional equity or debt securities. The Company believes that cash generated from these sources will be sufficient to meet its short-term working capital requirements, long-term capital expenditure requirements, and debt servicing obligations, as well as to provide required letters of credit.

We expect demand for our coal to remain elevated in the near future as a result of ~~declining~~low reported stockpiles at domestic coal-fired electricity producers and ~~increased~~an overall increase in global demand ~~abroad~~ resulting ~~in part,~~ from the ~~Russia/Ukraine conflict and its~~ impact onof Europe's energy ~~prices, particularly in Europe.~~imbalance. These elevated prices are bolstering the Company's cash flows, which has allowed the Company to accelerate debt reduction. As a result, interest expense and debt servicing costs are declining, and the Company's liquidity is increasing. Additionally, ~~we expect the construction of~~ the preparation plant at the Itmann Mine site ~~to be completed~~was commissioned in the third quarter of 2022. ~~When fully~~Now that the Itmann No. 5 mine and preparation plant are both operational, the increased volume of coal sold from the Itmann Mine will further enhance the Company's cash flows. These factors will allow the Company to continue to opportunistically reduce its debt levels and return shareholder value in the form of dividends and/or stock repurchases. During the ~~second~~third quarter of 2022, the Company generated cash flows from operating activities of approximately ~~$198~~$153 million and utilized a portion of operating cash flows to retire outstanding indebtedness. More specifically, the Company made debt repayments of $6 million ~~$35 million~~ and ~~$75~~$50 million on its equipment-financed debt ~~Term Loan A Facility~~ and Term Loan B Facility, respectively. As of ~~June~~September 30, 2022, our total liquidity was ~~$504~~$542 million, which comprises ~~$262~~$269 million of cash and cash equivalents, the remaining capacity of $272 million on our revolving credit facility and the remaining capacity of ~~$242~~$1 million on our ~~revolving credit~~securitization facility.

The Company is continuing to actively monitor the effects of the ongoing COVID-19 pandemic on its liquidity and capital resources. As disclosed previously, we took several steps throughout the COVID-19 pandemic to reinforce our liquidity. From a coal shipment perspective, the decline in coal demand seemed to have hit its lowest point in May 2020 and has since shown significant improvement. While many government-imposed shut-downs of non-essential businesses in the United States and abroad have been phased out, the reoccurrence of such restrictions could result in a decrease in demand for our coal, which could adversely affect our liquidity in future periods. Depressed demand for our coal may also result from a general recession or reduction in overall business activity, including a significant ~~increase~~increases in interest rates. A decrease in demand for our coal, the failure of our customers to purchase coal from us that they are obligated to purchase pursuant to existing contracts, or disruptions in the logistics chain preventing us from shipping our coal would have a material adverse effect on our results of operations and financial condition. During the 2021 fiscal year and continuing into 2022, CONSOL Energy has encountered multiple transportation delays as a result of the disruption of the global supply chain and logistics infrastructure. However, our transportation partners are continuing to work through these issues and improve their staffing levels.

Events that negatively impact our overall financial condition and liquidity could result in our inability to comply with our credit facility's financial covenants. This could limit our access to our credit facilities if we are unable to obtain waivers from our lenders or amend the credit facilities. Additionally, access to capital continues to tighten for the Company's industry as a result of banking, institutional and investor environmental, social and governance (ESG) requirements and limitations, which tend to discourage investment in coal or other fossil fuel companies. However, the Company expects to maintain adequate liquidity through its operating cash flow and cash and cash equivalents on hand, as well as its revolving credit facility and securitization facility, to fund its working capital and capital expenditures in the short-term and long-term.

The Company started a capital construction project on the coarse refuse disposal area at the PAMC in ~~2017, which is expected to continue through 2023.~~2017. The construction on the coarse refuse disposal area is now funded, in part, by the $75 million of tax-exempt solid waste disposal revenue bonds, the proceeds of which were loaned to the Company and which the Company expects to expend over approximately the next two years, as qualified work is completed. Through the ~~second~~third quarter of 2022, the Company utilized restricted cash held in escrow in the amount of ~~$34~~$36 million for qualified expenses. The Company has ~~$41~~$39 million remaining in restricted cash associated with this financing that will be used to fund future spending on the coarse refuse disposal area. The Company also began construction of the Itmann Mine in the second half of 2019; development mining began in April 2020, and ~~full production is expected following construction of a~~the preparation plant ~~near the mine site, which is planned for completion~~was commissioned during the third quarter of 2022. ~~When fully operational, the~~The Company anticipates approximately 900 thousand ~~product~~ tons per year of high-quality, low-vol coking coal production from the Itmann ~~Mine.~~Mine at its full run rate. The preparation plant ~~being constructed~~ also includes a ~~highly efficient~~ rail loadout and the capability for processing up to an additional 750 thousand to 1 million third-party ~~product~~saleable tons annually. This potential third-party processing revenue is expected to provide an additional avenue of growth for the Company.

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Uncertainty in the financial markets brings additional potential risks to CONSOL Energy. These risks include a reduction of our ability to raise capital in the equity markets, less availability and higher costs of additional credit and potential counterparty defaults. Overall market disruptions, similar to what was experienced in 2020, may impact the Company's collection of trade receivables. As a result, CONSOL Energy regularly monitors the creditworthiness of its customers and counterparties and manages credit exposure through payment terms, credit limits, prepayments and security.

Over the past few years, the insurance and surety markets have been increasingly challenging, particularly for coal companies. We have experienced rising premiums, reduced coverage and/or fewer providers willing to underwrite policies and surety bonds. Terms have generally become more unfavorable, including increases in the amount of collateral required to secure surety bonds. However, more recently, we have seen insurance rates stabilize and even decrease on certain lines of coverage, as new insurance carriers have entered the market. Further cost burdens on our ability to maintain adequate insurance and bond coverage may adversely impact our operations, financial position and liquidity.

The Company initiated an API2 hedging program in the second quarter of 2021. As a precursor to initiating this strategy, market dynamics demonstrated ongoing pricing volatility and a trend toward shorter-term export contracts. Given these factors, the Company has sought to utilize swap arrangements which are designed to mitigate the pricing volatility and secure future cash flows for a portion of 2022 export sales. These swap arrangements partially mitigate the Company's exposure to pricing volatility associated with its spot market export business and certain of its physical contracts which contain variable pricing based on the API2 index.

CONSOL Energy participates in the United Mine Workers of America (the “UMWA”) Combined Benefit Fund and the UMWA 1992 Benefit Plan for which benefits are reflected in the Company's consolidated financial statements when paid. These benefit arrangements may result in additional liabilities that are not recognized on the Consolidated Balance Sheet at ~~June~~September 30, 2022. The various multi-employer benefit plans are discussed in Note 17—Other Employee Benefit Plans in the Notes to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. CONSOL Energy's total contributions under the Coal Industry Retiree Health Benefit Act of 1992 were ~~$1,054~~$1,061 and ~~$1,231~~$1,232 for the three months ended ~~June~~September 30, 2022 and 2021, respectively. CONSOL Energy's total contributions under the Coal Industry Retiree Health Benefit Act of 1992 were ~~$2,108~~$3,169 and ~~$2,455~~$3,687 for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively. Based on available information at December 31, 2021, CONSOL Energy's obligation for the UMWA Combined Benefit Fund and 1992 Benefit Plan is estimated to be approximately $46,381. CONSOL Energy also uses a combination of surety bonds, corporate guarantees and letters of credit to secure its financial obligations for employee-related, environmental, performance and various other items which are not reflected on the Consolidated Balance Sheet at ~~June~~September 30, 2022. Management believes these items will expire without being funded. See Note 12—Commitments and Contingent Liabilities in the Notes to the Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional details of the various financial guarantees that have been issued by CONSOL Energy.

Cash Flows (in millions)

	Six Months Ended June 30,									Nine Months Ended September 30,
	2022			2021			Change			2022			2021			Change
Cash Provided by Operating Activities	$	347		$	173		$	174		$	500		$	253		$	247
Cash Used in Investing Activities	$	(70	)	$	(46	)	$	(24	)	$	(116	)	$	(92	)	$	(24	)
Cash (Used in) Provided by Financing Activities	$	(162	)	$	22		$	(184	)
Cash Used In Financing Activities										$	(261	)	$	—		$	(261	)

Cash provided by operating activities increased ~~$174~~$247 million in the period-to-period comparison, primarily due to a ~~$194~~$309 million increase in ~~Adjusted~~adjusted EBITDA, offset by other working capital changes that occurred throughout both periods.

Cash used in investing activities increased $24 million in the period-to-period comparison. Capital expenditures increased ~~$19~~$31 million primarily due to the acquisition of certain coal assets and the construction of a preparation plant near the Itmann Mine. Further details regarding the Company's capital expenditures are set forth below.

	Six Months Ended June 30,							Nine Months Ended September 30,
	2022		2021		Change			2022		2021		Change
Building and Infrastructure	$	50	$	19	$	31		$	84	$	47	$	37
Equipment Purchases and Rebuilds		16		27		(11	)		28		38		(10	)
Solid Waste Disposal Project		4		9		(5	)		11		12		(1	)
IS&T Infrastructure		1		1		—			2		2		—
Other		5		1		4			9		4		5
Total Capital Expenditures	$	76	$	57	$	19		$	134	$	103	$	31

Cash flows used in financing activities increased ~~$184~~$261 million in the period-to-period comparison, primarily driven by a ~~$108~~$142 million increase in net payments on indebtedness due to the Company's ongoing de-leveraging efforts. During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company received $75 million in proceeds loaned to the Company from the issuance of Pennsylvania Economic Development Financing Authority tax-exempt solid waste disposal revenue bonds. No such proceeds were received during the ~~six~~nine months ended ~~June~~September 30, 2022, which contributed to the variance in the period-to-period comparison. Additionally, a $35 million special dividend payment was made during the nine months ended September 30, 2022. No such payment was made during the nine months ended September 30, 2021.

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Senior Secured Credit Facilities

In November 2017, the Company entered into a revolving credit facility with PNC Bank, N.A. with commitments up to $300 million (the “Revolving Credit Facility”), a Term Loan A Facility of up to $100 million (the “TLA Facility”) and a Term Loan B Facility of up to $400 million (the “TLB Facility”, and together with the Revolving Credit Facility and the TLA Facility, the “Senior Secured Credit Facilities”). On March 28, 2019, the Company amended the Senior Secured Credit Facilities to increase the borrowing commitment of the Revolving Credit Facility to $400 million and reallocate the principal amounts outstanding under the TLA Facility and the TLB Facility. On June 5, 2020, the Company amended the Senior Secured Credit Facilities (the “2020 amendment”) to provide eight quarters of financial covenant relaxation, effect an increase in the rate at which borrowings under the Revolving Credit Facility and the TLA Facility bear interest, and add an anti-cash hoarding provision. On March 29, 2021, the Company amended the Senior Secured Credit Facilities to revise the negative covenant with respect to other indebtedness to allow the Company to incur obligations under the tax-exempt solid waste disposal revenue bonds. The Revolving Credit Facility was further amended in July 2022 (the “2022 amendment”) to, among other things, ~~increase~~extend the ~~borrowing commitment by~~maturity date of $260 million ~~(to an aggregate~~ of ~~$660 million)~~borrowing commitments from March 28, 2023 to July 18, 2026. The Company will maintain access to the current $400 million available under the Revolving Credit Facility until its maturity in March ~~2023, after which~~2023. At that point, the Company's borrowing ~~commitment~~limit under the Revolving Credit Facility will be reduced to $260 million until the facility's maturity date in July 2026.

Borrowings under the Company's Senior Secured Credit Facilities bore interest at a floating rate which was, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an alternate base rate plus an applicable margin. The ~~July~~ 2022 amendment provides that borrowings under the Senior Secured Credit Facilities will bear interest at a floating rate that is, at the Company's option, either (i) SOFR plus the applicable SOFR Adjustment (as defined therein) depending on the applicable interest period plus an applicable margin or (ii) an alternate base rate plus an applicable margin. The applicable margin for the Revolving Credit Facility and TLA Facility depends on the total net leverage ratio, whereas the applicable margin for the TLB Facility is fixed. The 2020 amendment increased the applicable margin by 50 basis points on both the Revolving Credit Facility and the TLA Facility. The maturity date of the Revolving Credit Facility is July 2026 and the maturity date of the TLA Facility was March 28, 2023. The TLA Facility was paid in full on June 30, 2022. The TLB Facility's maturity date is September 28, 2024. In June 2019, the TLA Facility began amortizing in equal quarterly installments of (i) 3.75% of the original principal amount thereof, for four consecutive quarterly installments commencing with the quarter ended June 30, 2019, (ii) 6.25% of the original principal amount thereof for the subsequent eight quarterly installments commencing with the quarter ended June 30, 2020 and (iii) 8.75% of the original principal amount thereof for the quarterly installments thereafter, and the remaining balance was to have been due at final maturity. In June 2019, the TLB Facility began amortizing in equal quarterly installments in an amount equal to 0.25% per annum of the amended principal amount thereof, with the remaining balance due at final maturity.

Obligations under the Senior Secured Credit Facilities are guaranteed by (i) all owners of the PAMC held by the Company, (ii) any other members of the Company’s group that own any portion of the collateral securing the Revolving Credit Facility, and (iii) subject to certain customary exceptions and agreed materiality thresholds, all other existing or future direct or indirect wholly-owned restricted subsidiaries of the Company. The obligations are secured by, subject to certain exceptions (including a limitation of pledges of equity interests in certain subsidiaries and certain thresholds with respect to real property), a first-priority lien on (i) the Company’s interest in the Pennsylvania Mining Complex, (ii) the equity interests in the Partnership held by the Company, (iii) the CONSOL Marine Terminal, (iv) the Itmann Mine, and (v) the 1.4 billion tons of Greenfield Reserves and Resources. The Senior Secured Credit Facilities contain a number of customary affirmative covenants. In addition, the Senior Secured Credit Facilities contain a number of negative covenants, including (subject to certain exceptions) limitations on (among other things): indebtedness, liens, investments, acquisitions, dispositions, restricted payments, and prepayments of junior indebtedness. The 2020 amendment added additional conditions to be met for the covenants relating to investments in joint ventures, general investments, share repurchases, dividends, and repurchases of the Second Lien Notes (as defined below). The additional conditions require no outstanding borrowings and no more than $200 million of outstanding letters of credit on the Revolving Credit Facility. Further restrictions apply to investments in joint ventures, share repurchases and dividends that require the total net leverage ratio shall not be greater than 2.00 to 1.00.

The Revolving Credit Facility also includes financial covenants, including (i) a maximum first lien gross leverage ratio, (ii) a maximum total net leverage ratio, and (iii) a minimum fixed charge coverage ratio. The maximum first lien gross leverage ratio is calculated as the ratio of Consolidated First Lien Debt to Consolidated EBITDA. Consolidated EBITDA, as used in the covenant calculation, excludes non-cash compensation expenses, nonrecurring transaction expenses, extraordinary gains and losses, gains and losses on discontinued operations, non-cash charges related to legacy employee liabilities and gains and losses on debt extinguishment, and subtracts cash payments related to legacy employee liabilities. The maximum total net leverage ratio is calculated as the ratio of Consolidated Indebtedness, minus Cash on Hand, to Consolidated EBITDA. The minimum fixed charge coverage ratio is calculated as the ratio of Consolidated EBITDA to Consolidated Fixed Charges. Consolidated Fixed Charges, as used in the covenant calculation, include cash interest payments, cash payments for income taxes, scheduled debt repayments, dividends paid, and Maintenance Capital Expenditures. The 2022 amendment revised the financial covenants applicable to the Revolving Credit ~~Facility and the TLA~~ Facility relating to the maximum first lien gross leverage ratio, the maximum total net leverage ratio and the minimum fixed charge coverage ratio, so that among other things, for the fiscal quarters ending on or after June 30, 2022, the maximum first lien gross leverage ratio shall be ~~1.75~~1.50 to 1.00, the maximum total net leverage ratio shall be ~~2.75~~2.50 to 1.00 and the minimum fixed charge coverage ratio shall be 1.10 to 1.00.

The Company's first lien gross leverage ratio was ~~0.38~~0.23 to 1.00 at ~~June~~September 30, 2022. The Company's total net leverage ratio was ~~0.46~~0.28 to 1.00 at ~~June~~September 30, 2022. The Company's fixed charge coverage ratio was ~~2.51~~2.55 to 1.00 at ~~June~~September 30, 2022. Accordingly, the Company was in compliance with all of its financial covenants under the Senior Secured Credit Facilities as of ~~June~~September 30, 2022.

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The TLB Facility also includes a financial covenant that requires the Company to repay a certain amount of its borrowings under the TLB Facility within ten business days after the date it files its Annual Report on Form 10-K with the Securities and Exchange Commission (“SEC”) if the Company has excess cash flow (as defined in the credit agreement for the Senior Secured Credit Facilities) during the year covered by the applicable Annual Report on Form 10-K. The required repayment is equal to a certain percentage of the Company’s excess cash flow for such year, ranging from 0% to 75% depending on the Company’s total net leverage ratio, less the amount of certain voluntary prepayments made by the Company, if any, under the TLB Facility during such fiscal year. There was no required payment during the ~~six~~nine months ended ~~June~~September 30, 2022 with respect to the year ended December 31, 2021.

During the year ended December 31, 2019, the Company entered into interest rate swaps, which effectively converted $150 million of the TLB Facility's floating interest rate to a fixed interest rate for the twelve months ending December 31, 2020 and 2021, and $50 million of the TLB Facility's floating interest rate to a fixed interest rate for the twelve months ending December 31, 2022. The $50,000 interest rate swap was settled in August 2022 with the change in the floating rate on the TLB Facility to SOFR from LIBOR.

The Senior Secured Credit Facilities contain customary events of default, including with respect to a failure to make payments when due, cross-default and cross-judgment default and certain bankruptcy and insolvency events.

At ~~June~~September 30, 2022, there were no borrowings outstanding under the Revolving Credit Facility and the facility is currently only used for providing letters of credit, with ~~$158~~$128 million of letters of credit outstanding, leaving ~~$242~~$272 million of unused capacity. From time to time, CONSOL Energy is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies' statutes and regulations. CONSOL Energy sometimes uses letters of credit to satisfy these requirements and these letters of credit reduce the Company's borrowing facility capacity.

Securitization Facility

On November 30, 2017, (1)(i) CONSOL Marine Terminals LLC, as an originator of receivables, (ii) CONSOL Pennsylvania Coal Company LLC (“CONSOL Pennsylvania”), as an originator of receivables and as initial servicer of the receivables for itself and the other originators (collectively, the “Originators”), each a wholly-owned subsidiary of CONSOL Energy, and (iii) CONSOL Funding LLC (the “SPV”), a Delaware special purpose entity and wholly-owned subsidiary of CONSOL Energy, as buyer, entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) and (2)(i) CONSOL Thermal Holdings LLC, an indirect, wholly-owned subsidiary of the Partnership, as sub-originator (the “Sub-Originator”), and (ii) CONSOL Pennsylvania, as buyer and as initial servicer of the receivables for itself and the Sub-Originator, entered into a Sub-Originator Sale Agreement (the “Sub-Originator PSA”). In addition, on November 30, 2017, the SPV entered into a Receivables Financing Agreement (the “Receivables Financing Agreement”) by and among (i) the SPV, as borrower, (ii) CONSOL Pennsylvania, as initial servicer, (iii) PNC Bank, as administrative agent, LC Bank and lender, and (iv) the additional persons from time to time party thereto as lenders. Together, the Purchase and Sale Agreement, the Sub-Originator PSA and the Receivables Financing Agreement establish the primary terms and conditions of an accounts receivable securitization program (the “Securitization”). In March 2020, the securitization facility was amended to, among other things, extend the maturity date from August 30, 2021 to March 27, 2023. In July 2022, the securitization facility was again amended to extend the maturity date to July 29, 2025.

Pursuant to the Securitization, (i) the Sub-Originator sells current and future trade receivables to CONSOL Pennsylvania and (ii) the Originators sell and/or contribute current and future trade receivables (including receivables sold to CONSOL Pennsylvania by the Sub-Originator) to the SPV and the SPV, in turn, pledges its interests in the receivables to PNC Bank, N.A., which either makes loans or issues letters of credit on behalf of the SPV. The maximum amount of advances and letters of credit outstanding under the Securitization may not exceed $100 million.

Loans under the Securitization accrue interest at a reserve-adjusted ~~LIBOR~~ market index rate equal to the ~~one-month Eurodollar~~applicable term SOFR rate. Loans and letters of credit under the Securitization also accrue a program fee and a letter of credit participation fee, respectively, ranging from 2.00% to 2.50% per annum depending on the total net leverage ratio of CONSOL Energy. In addition, the SPV paid certain structuring fees to PNC Capital Markets LLC and will pay other customary fees to the lenders, including a fee on unused commitments equal to 0.60% per annum.

The SPV’s assets and credit are not available to satisfy the debts and obligations owed to the creditors of CONSOL Energy, the Sub-Originator or any of the Originators. The Sub-Originator, the Originators and CONSOL Pennsylvania as servicer are independently liable for their own customary representations, warranties, covenants and indemnities. In addition, CONSOL Energy has guaranteed the performance of the obligations of the Sub-Originator, the Originators and CONSOL Pennsylvania as servicer, and will guarantee the obligations of any additional originators or successor servicer that may become party to the Securitization. However, neither CONSOL Energy nor its affiliates will guarantee collectability of receivables or the creditworthiness of obligors thereunder.

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The agreements comprising the Securitization contain various customary representations and warranties, covenants and default provisions which provide for the termination and acceleration of the commitments and loans under the Securitization in certain circumstances including, but not limited to, failure to make payments when due, breach of representation, warranty or covenant, certain insolvency events or failure to maintain the security interest in the trade receivables, and defaults under other material indebtedness.

At ~~June~~September 30, 2022, eligible accounts receivable yielded ~~$31~~$61 million of borrowing capacity. At ~~June~~September 30, 2022, the facility had no outstanding borrowings and approximately $3160 million of letters of credit outstanding, leaving no$1 million of unused capacity. Costs associated with the receivables facility totaled ~~$341~~$198 thousand for the three months ended ~~June~~September 30, 2022. These costs have been recorded as financing fees which are included in Operating and Other Costs in the Consolidated Statements of Income. The Company has not derecognized any receivables due to its continued involvement in the collections efforts.

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11.00% Senior Secured Second Lien Notes due 2025

On November 13, 2017, the Company issued $300 million in aggregate principal amount of 11.00% Senior Secured Second Lien Notes due 2025 (the “Second Lien Notes”) pursuant to an indenture (the “Indenture”) dated as of November 13, 2017, by and between the Company and UMB Bank, N.A., a national banking association, as trustee and collateral trustee (the “Trustee”). On November 28, 2017, certain subsidiaries of the Company executed a supplement to the Indenture and became party to the Indenture as a guarantor (the “Guarantors”). The Second Lien Notes are secured by second priority liens on substantially all of the assets of the Company and the Guarantors that are pledged on a first-priority basis as collateral securing the Company’s obligations under the Senior Secured Credit Facilities (described above), subject to certain exceptions under the Indenture.

Since November 15, 2021, the Company has been permitted to redeem all or part of the Second Lien Notes at the redemption prices set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the rights of holders of the Second Lien Notes on the relevant record date to receive interest due on the relevant interest payment date), beginning on November 15 of the years indicated:

Year		Percentage
2021		105.50%
2022		102.75%
2023 and thereafter		100.00%

Prior to November 15, 2021, the Company was permitted to redeem all or a part of the Second Lien Notes, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium, as defined in the Indenture, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the rights of holders of the Second Lien Notes on the relevant record date to receive interest due on the relevant interest payment date). As of ~~June~~September 30, 2022, the Company has not redeemed the Second Lien Notes, in part or in full, but it has repurchased Second Lien Notes under its stock and debt repurchase program.

The Indenture contains covenants that limit the ability of the Company and the Guarantors, to (i) incur, assume or guarantee additional indebtedness or issue preferred stock; (ii) create liens to secure indebtedness; (iii) declare or pay dividends on the Company’s common stock, redeem stock or make other distributions to the Company’s stockholders; (iv) make investments; (v) restrict dividends, loans or other asset transfers from the Company’s restricted subsidiaries; (vi) merge or consolidate, or sell, transfer, lease or dispose of substantially all of the Company’s assets; (vii) sell or otherwise dispose of certain assets, including equity interests in subsidiaries; (viii) enter into transactions with affiliates; and (ix) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. If the Second Lien Notes achieve an investment grade rating from both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. and no default under the Indenture exists, many of the foregoing covenants will terminate and cease to apply. The Indenture also contains customary events of default, including (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal or premium, if any, on the Notes at maturity, upon redemption or otherwise; (iii) covenant defaults; (iv) cross-defaults to certain indebtedness, and (v) certain events of bankruptcy or insolvency with respect to the Company or any of the Guarantors. If an event of default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Second Lien Notes may declare all the Notes to be due and payable immediately. If an event of default arises from certain events of bankruptcy or insolvency, with respect to the Company, any restricted subsidiary of the Company that is a significant subsidiary or any group of restricted subsidiaries of the Company that, taken together, would constitute a significant subsidiary, all outstanding Second Lien Notes will become due and payable immediately without further action or notice.

If the Company experiences certain kinds of changes of control, holders of the Second Lien Notes will be entitled to require the Company to repurchase all or any part of that holder’s Second Lien Notes pursuant to an offer on the terms set forth in the Indenture. The Company will offer to make a cash payment equal to 101% of the aggregate principal amount of the Second Lien Notes repurchased plus accrued and unpaid interest on the Second Lien Notes repurchased to, but not including, the date of purchase, subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.

The Second Lien Notes were issued in a private offering that was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) to qualified institutional buyers in accordance with Rule 144A and to persons outside of the United States pursuant to Regulation S under the Securities Act.

Pennsylvania Economic Development Financing Authority Bonds

In April 2021, CONSOL Energy borrowed the proceeds received from the sale of tax-exempt bonds issued by the Pennsylvania Economic Development Financing Authority ~~("PEDFA"~~(“PEDFA”) in aggregate principal amount of $75 million. The PEDFA Bonds bear interest at a fixed rate of 9.00% for an initial term of seven years. The PEDFA Bonds mature on April 1, 2051 but are subject to mandatory purchase by the Company on April 13, 2028, at the expiration of the initial term rate period. The PEDFA Bonds were issued pursuant to an indenture (the “PEDFA Indenture”) dated as of April 1, 2021, by and between PEDFA and Wilmington Trust, N.A., a national banking association, as trustee (the “PEDFA Notes Trustee”). PEDFA made a loan of the proceeds of the PEDFA Bonds to the Company pursuant to a Loan Agreement (the “Loan Agreement”) dated as of April 1, 2021 between PEDFA and the Company. Under the terms of the Loan Agreement, the Company agreed to make all payments of principal, interest and other amounts at any time due on the PEDFA Bonds or under the PEDFA Indenture. PEDFA assigned its rights as lender under the Loan Agreement, excluding certain reserved rights, to the PEDFA Notes Trustee. Certain subsidiaries of the Company (the “PEDFA Notes Guarantors”) executed a Guaranty Agreement (the “Guaranty”) dated as of April 1, 2021 in favor of the PEDFA Notes Trustee, guarantying the obligations of the Company under the Loan Agreement to pay the PEDFA Bonds when and as due. The obligations of the Company under the Loan Agreement and of the PEDFA Notes Guarantors under the Guaranty are secured by second priority liens on substantially all of the assets of the Company and the PEDFA Notes Guarantors on parity with the Second Lien Notes. The Loan Agreement and Guaranty incorporate by reference covenants in the Indenture under which the Second Lien Notes were issued (discussed previously).

Material Cash Requirements

CONSOL Energy expects to make payments of ~~$40,558~~$39,386 on its long-term debt obligations, including interest, in the next 12 months. Refer to Note 13 – Long-Term Debt of our Annual Report on Form 10-K for the year ended December 31, 2021 for additional information concerning material cash requirements in future years. CONSOL Energy expects to make payments of ~~$32,446~~$30,712 on its operating and finance lease obligations, including interest, in the next 12 months. Refer to Note 14 – Leases of our Annual Report on Form 10-K for the year ended December 31, 2021 for additional information concerning material cash requirements in future years. CONSOL Energy expects to make payments of ~~$46,036~~$45,705 on its employee-related long-term liabilities in 2022. Refer to Note 15 – Pension and Other Postretirement Benefit Plans and Note 16 – Coal Workers’ Pneumoconiosis and Workers’ Compensation of our Annual Report on Form 10-K for the year ended December 31, 2021 for additional information concerning material cash requirements in future years. CONSOL Energy believes it will be able to satisfy these material requirements with cash generated from operations, cash on hand, borrowings under the Revolving Credit Facility and securitization facility, and, if necessary, cash generated from its ability to issue additional equity or debt securities.

Debt

At ~~June~~September 30, 2022, CONSOL Energy had total long-term debt and finance lease obligations of ~~$511~~$458 million outstanding, including the current portion of long-term debt of $26 million. This long-term debt consisted of:

•

An aggregate principal amount of ~~$164~~$113 million in connection with the TLB Facility, due in September ~~2024, less $1 million of unamortized discount.~~2024. Borrowings under the TLB Facility bear interest at a floating rate.

•

An aggregate principal amount of $124 million of 11.00% Senior Secured Second Lien Notes due in November 2025. Interest on the notes is payable May 15 and November 15 of each year.

•

An aggregate principal amount of $103 million of industrial revenue bonds which were issued to finance the Baltimore port facility, which bear interest at 5.75% per annum and mature in September 2025. Interest on the industrial revenue bonds is payable March 1 and September 1 of each year. Payment of the principal and interest on the notes is guaranteed by CONSOL Energy.

	•	An aggregate principal amount of $75 million of tax-exempt solid waste disposal revenue bonds, which were issued to finance the ongoing expansion of the coal refuse disposal area at the Central Preparation Plant, which bear interest at 9.00% per annum for an initial term of seven years and mature in April 2051. Interest on the tax-exempt solid waste disposal revenue bonds is payable on February 1 and August 1 of each year.
	•	An aggregate principal amount of ~~$39~~$36 million of finance leases with a weighted average interest rate of 6.29%.
	•	Advanced royalty commitments of $5 million with a weighted average interest rate of 8.01% per annum.
	•	An aggregate principal amount of $2 million of ~~asset-backed financing~~other debt arrangements ~~due in September 2024 at an interest rate of 3.61%~~.

At ~~June~~September 30, 2022, CONSOL Energy had no borrowings outstanding and approximately ~~$158~~$128 million of letters of credit outstanding under the $400 million senior secured Revolving Credit Facility. At ~~June~~September 30, 2022, CONSOL Energy had no borrowings outstanding and approximately $3160 million of letters of credit outstanding under the $100 million Securitization Facility.

Stock and Debt Repurchases

In December 2017, CONSOL Energy’s Board of Directors approved a program to repurchase, from time to time, the Company's outstanding shares of common stock or its Second Lien Notes. Since its inception, the Company's Board of Directors has subsequently amended the program several times, the most recent of which amendment in August 2022 raised the aggregate limit of the Company's repurchase authority to $600 million and extended the program until December 31, 2024.

Under the terms of the program, CONSOL Energy is permitted to make repurchases in the open market, in privately negotiated transactions, accelerated repurchase programs or in structured share repurchase programs. CONSOL Energy is also authorized to enter into one or more 10b5-1 plans with respect to any of the repurchases. Any repurchases of common stock or notes are to be funded from available cash on hand or short-term borrowings. The program does not obligate CONSOL Energy to acquire any particular amount of its common stock or notes, and it can be modified or suspended at any time at the Company’s discretion. The program is conducted in compliance with applicable legal requirements and within the limits imposed by any credit agreement, receivables purchase agreement, indenture or the tax matters agreement and is subject to market conditions and other factors.

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company spent approximately $26 million to retire $25 million of its Second Lien Notes. No shares of common stock were repurchased under this program during the ~~six~~nine months ended ~~June~~September 30, 2022.

Total Equity and Dividends

Total equity attributable to CONSOL Energy was ~~$798~~$916 million at ~~June~~September 30, 2022 and $673 million at December 31, 2021. See the Consolidated Statements of Stockholders' Equity in Item 1 of this Form 10-Q for additional details.

The declaration and payment of dividends by CONSOL Energy is subject to the discretion of CONSOL Energy's Board of Directors, and no assurance can be given that CONSOL Energy will pay dividends in the future. The determination to pay dividends in the future will depend upon, among other things, general business conditions, CONSOL Energy's financial results, contractual and legal restrictions regarding the payment of dividends by CONSOL Energy, planned investments by CONSOL Energy and such other factors as the Board of Directors deems relevant. The Company's Senior Secured Credit Facilities and the Indenture to the Second Lien Notes limit CONSOL Energy's ability to pay dividends ~~up to $25 million annually,~~based on certain covenants. At September 30, 2022, the available capacity from which ~~increases to $50 million annually when~~ the Company's total net leverage ratio is less than 1.50 to 1.00 and subject to an aggregate amount up to a cumulative credit calculation set forth in the facilities, with additional conditions of no outstanding borrowings and no more than $200 million of outstanding letters of credit on the Revolving Credit Facility, and the total net leverage ratio shall not be greater than 2.00 to 1.00. The total net leverage ratio was ~~0.46~~ ~~to 1.00 and the cumulative credit~~Company can pay dividends was approximately ~~$347~~ ~~million at June 30, 2022.~~$300 million. The ~~cumulative credit starts with $50 million~~capacity available to pay future dividends will increase as the Company generates earnings and ~~builds with excess~~free cash flow, ~~commencing in 2018. Separately,~~as defined within the Senior Secured Credit Facilities and the Indenture to the Second Lien Notes limits dividends when the Company's total net leverage ratio exceeds 2.00 to 1.00 and subject to an amount not to exceed an annual rate of 4.0% of the quoted public market value per share of such common stock at the time of the declaration.Notes.

On ~~August 4,~~November 1, 2022, CONSOL Energy announced a ~~$1.00/~~$1.05/share ~~special~~ dividend ~~for the second quarter of 2022,~~ in an aggregate amount of approximately ~~$35~~$37 million, payable on ~~August 24,~~November 23, 2022 to all stockholders of record as of ~~August 16,~~November 14, 2022.

Critical Accounting Estimates

CONSOL Energy prepares its financial statements in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. There have been no material changes to the Company's critical accounting estimates from the Annual Report on Form 10-K for the year ended December 31, 2021.

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Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of the federal securities laws. With the exception of historical matters, the matters discussed in this Quarterly Report on Form 10-Q are forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that involve risks and uncertainties that could cause actual results and outcomes to differ materially from results expressed in or implied by our forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “vision,” “will,” or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date of this Quarterly Report on Form 10-Q; we disclaim any obligation to update these statements unless required by securities law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the following:

	•	deterioration in economic conditions in any of the industries in which our customers operate may decrease demand for our products, impair our ability to collect customer receivables and impair our ability to access capital;
	•	volatility and wide fluctuation in coal prices based upon a number of factors beyond our control including future plans to eliminate coal-fired generation activities, oversupply relative to the demand available for our products, weather and the price and availability of alternative fuels;
	•	the effects the COVID-19 pandemic has on our business and results of operations and on the global economy;

•

an extended decline in the prices we receive for our coal affecting our operating results and cash flows;

•

significant downtime of our equipment or inability to obtain equipment, parts or raw materials;

•

decreases in the availability of, or increases in the price of, commodities or capital equipment used in our coal mining operations;

•

our customers extending existing contracts or entering into new long-term contracts for coal on favorable terms;

•

our reliance on major customers;

•

our inability to collect payments from customers if their creditworthiness declines or if they fail to honor their contracts;

•

our inability to acquire additional coal reserves or resources that are economically recoverable;

•

decreases in demand and changes in coal consumption patterns of electric power generators;

•

the availability and reliability of transportation facilities and other systems, disruption of rail, barge, processing and transportation facilities and other systems that deliver our coal to market and fluctuations in transportation costs;

•

a loss of our competitive position because of the competitive nature of coal industries, or a loss of our competitive position because of overcapacity in these industries impairing our profitability;

•

foreign currency fluctuations that could adversely affect the competitiveness of our coal abroad;

•

recent action and the possibility of future action on trade made by U.S. and foreign governments;

	•	~~our inability to complete the construction of the Itmann Mine on time or at all;~~
	•	the risks related to the fact that a significant portion of our production is sold in international markets and our compliance with export control and anticorruption laws;

•

coal users switching to other fuels in order to comply with various environmental standards related to coal combustion emissions;

•

the impact of potential, as well as any adopted, regulations to address climate change, including any relating to greenhouse gas emissions, on our operating costs as well as on the market for coal;

•

the effects of litigation seeking to hold energy companies accountable for the effects of climate change;

•

the effects of government regulation on the discharge into the water or air, and the disposal and clean-up of, hazardous substances and wastes generated during our coal operations;

•

the risks inherent in coal operations, including being subject to unexpected disruptions caused by adverse geological conditions, equipment failures, delays in moving out longwall equipment, railroad derailments, security breaches or terroristic acts and other hazards, delays in the completion of significant construction or repair of equipment, fires, explosions, seismic activities, accidents and weather conditions;

•

failure to obtain or renew surety bonds on acceptable terms, which could affect our ability to secure reclamation and coal lease obligations;

•

failure to obtain adequate insurance coverages;

•

substantially all of our operations being located in a single geographic area;

•

the effects of coordinating our operations with oil and natural gas drillers and distributors operating on our land;

•

our inability to obtain financing for capital expenditures on satisfactory terms;

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the potential effects of receiving low environmental, social and governance (“ESG”) scores which potentially results in the exclusion of our securities from consideration by certain investment funds and a negative perception by investors;

•

the effect of new or existing tariffs and other trade measures;

•

our inability to find suitable acquisition targets or integrating the operations of future acquisitions into our operations;

•

obtaining, maintaining and renewing governmental permits and approvals for our coal operations;

•

the effects of stringent federal and state employee health and safety regulations, including the ability of regulators to shut down our operations;

•

the potential for liabilities arising from environmental contamination or alleged environmental contamination in connection with our past or current coal operations;

•

the effects of asset retirement obligations and certain other liabilities;

•

uncertainties in estimating our economically recoverable coal reserves;

•

the outcomes of various legal proceedings, including those which are more fully described herein;

•

defects in our chain of title for our undeveloped reserves or failure to acquire additional property to perfect our title to coal rights;

•

exposure to employee-related long-term liabilities;

•

the risk of our debt agreements, our debt and changes in interest rates affecting our operating results and cash flows;

•

the effects of hedging transactions on our cash flow;

•

information theft, data corruption, operational disruption and/or financial loss resulting from a terrorist attack or cyber incident;

•

certain provisions in our multi-year coal sales contracts may provide limited protection during adverse economic conditions, and may result in economic penalties or permit the customer to terminate the contract;

•

the potential failure to retain and attract qualified personnel of the Company and a possible increased reliance on third-party contractors as a result;

•

failure to maintain effective internal controls over financial reporting;

•

uncertainty with respect to the Company’s common stock, potential stock price volatility and future dilution;

•

the consequences of a lack of, or negative, commentary about us published by securities analysts and media;

•

uncertainty regarding the timing of any dividends we may declare;

•

uncertainty as to whether we will repurchase shares of our common stock or outstanding debt securities;

•

restrictions on the ability to acquire us in our certificate of incorporation, bylaws and Delaware law and the resulting effects on the trading price of our common stock;

•

inability of stockholders to bring legal action against us in any forum other than the state courts of Delaware; and

•

other unforeseen factors.

The above list of factors is not exhaustive or necessarily in order of importance. Additional information concerning factors that could cause actual results to differ materially from those in forward-looking statements include those discussed under “Risk Factors” elsewhere in this report and the other filings we make with the SEC. The Company disclaims any intention or obligation to update publicly any forward-looking statements, whether in response to new information, future events, or otherwise, except as required by applicable law.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's exposures to market risk have not materially changed since December 31, 2021. Please see these quantitative and qualitative disclosures about market risk in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the year ended December 31, 2021.

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

CONSOL Energy, under the supervision and with the participation of its management, including CONSOL Energy's principal executive officer and principal financial officer, evaluated the effectiveness of the Company's “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, CONSOL Energy's principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures are effective as of ~~June~~September 30, 2022 to ensure that information required to be disclosed by CONSOL Energy in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and includes controls and procedures designed to ensure that information required to be disclosed by CONSOL Energy in such reports is accumulated and communicated to CONSOL Energy's management, including CONSOL Energy's principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

During the fiscal quarter covered by this Quarterly Report on Form 10-Q, there were no changes in the Company's internal controls over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act, that materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Our operations are subject to a variety of risks and disputes normally incidental to our business. As a result, we may, at any given time, be a defendant in various legal proceedings and litigation arising in the ordinary course of business. However, we are not currently subject to any material litigation, except as disclosed in Note 12 - Commitments and Contingent Liabilities in the Notes to the Consolidated Financial Statements in Part 1, Item 1 of this Form 10-Q, incorporated herein by this reference.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this quarterly report, you should carefully consider the factors described in “Part 1 - Item 1A. Risk Factors” of CONSOL Energy's 2021 Form 10-K, as updated by any subsequent Form 10-Qs. These described risks are not the only risks the Company faces. Additional risks and uncertainties not currently known to CONSOL Energy or that the Company currently deems to be immaterial also may materially adversely affect CONSOL Energy's business, financial condition and/or operating results.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no repurchases of the Company's equity securities during the three months ended ~~June~~September 30, 2022. Since the December 2017 inception of the Company's current stock and debt repurchase program, CONSOL Energy Inc.'s Board of Directors has subsequently amended the program several times, the most recent of which amendment in August 2022 raised the aggregate limit to $600 million and extended the program until December 31, 2024. As of ~~August 4,~~November 1, 2022, approximately $381 million remained available under the stock and debt repurchase program. The program does not obligate CONSOL Energy to acquire any particular amount of its common stock or notes, and can be modified or suspended at any time at the Company’s discretion. See Note 16 - Stock and Debt Repurchases in the Notes to the Consolidated Financial Statements in Item 1 of this Form 10-Q for more information.

Limitation Upon Payment of Dividends

The Indenture and the Senior Secured Credit Facilities include certain covenants limiting the Company's ability to declare and pay dividends.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this Quarterly Report on Form 10-Q.

ITEM 5. OTHER INFORMATION

~~Entry into a Material Definitive Agreement~~

On July 29, 2022, (i) CONSOL Funding LLC, as borrower, (ii) CONSOL Pennsylvania Coal Company LLC, as initial servicer, and (iii) PNC Bank, National Association, as lender, LC bank and administrative agent, entered into that certain Seventh Amendment (the “Amendment”) to the Receivables Financing Agreement dated as of November 30, 2017 (the “Agreement”).

Among other things, the Amendment extended the scheduled termination date of the Agreement from March 27, 2023 to July 29, 2025, modified the borrowing base calculations, and replaced LIBOR as a reference rate with SOFR. The Facility Limit (defined in the Agreement) remains unchanged; the maximum amount of advances and letters of credit outstanding under the Agreement may not exceed $100 million.None.

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ITEM 6. EXHIBITS

Exhibits	Description	Method of Filing

~~10.1~~	Amendment No. 4, dated as of July 18, 2022, to Credit Agreement, dated as of November 28, 2017, among the Company, the various financial institutions party thereto, PNC Bank, N.A., as administrative agent for the Revolving Lenders and Term A Lenders, Citibank, N.A., as administrative agent for the Term B Lenders and PNC Bank, N.A., as collateral agent for the Lenders and the other Secured Parties referred to therein	~~Filed as Exhibit 10.1 to Form 8-K (File No. 001-38147) filed on July 25, 2022~~

~~10.2~~	Sixth Amendment to Receivables Financing Agreement dated as of June 22, 2022**	~~Filed herewith~~

~~10.3~~	Seventh Amendment to Receivables Financing Agreement dated as of July 29, 2022**	~~Filed herewith~~

~~10.4~~	Form of Notice of Restricted Stock Unit Award Terms and Conditions for Non-Employee Directors*	~~Filed herewith~~

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

95	Mine Safety and Health Administration Safety Data	Filed herewith

101	Interactive Data File (Form 10-Q for the quarterly period ended ~~June~~September 30, 2022, furnished in Inline XBRL)	Filed herewith

104	Cover Page Interactive Data File (formatted as Inline XBRL)	Contained in Exhibit 101

*~~Indicates management contract or compensatory plan or arrangement~~

**Information in this exhibit identified by brackets is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is ~~not material~~ ~~and (ii) is the type that the registrant treats as private or confidential.~~

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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.



	CONSOL ENERGY INC.


~~August 4,~~November 1, 2022	By:	/s/ JAMES A. BROCK
		James A. Brock
		Director, Chief Executive Officer and President (Principal Executive Officer)


~~August 4,~~November 1, 2022	By:	/s/ MITESHKUMAR B. THAKKAR
		Miteshkumar B. Thakkar
		Chief Financial Officer (Principal Financial Officer)


~~August 4,~~November 1, 2022	By:	/s/ JOHN M. ROTHKA
		John M. Rothka
		Chief Accounting Officer (Principal Accounting Officer)

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