CONSOL Energy Inc. [CEIX] Filings

10-Q 1 ceix-20240930.htm 10-Q ceix-20240930

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 September 30, 2024


☐			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 29,394,466 shares of common stock, $0.01 par value, outstanding at October 25, 2024.

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TABLE OF CONTENTS


	Part I. Financial Information	Page

Item 1.	Unaudited Financial Statements
	Consolidated Statements of Income for the three and nine months ended September 30, 2024 and 2023	4
	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and 2023	5
	Consolidated Balance Sheets at September 30, 2024 and December 31, 2023	6
	Consolidated Statements of Stockholders' Equity for the three and nine months ended September 30, 2024 and 2023	8
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	10
	Notes to Consolidated Financial Statements	11

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50

Item 4.	Controls and Procedures	51

	Part II. Other Information

Item 1.	Legal Proceedings	51

Item 1A.	Risk Factors	51

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54

Item 3.	Defaults Upon Senior Securities	55

Item 4.	Mine Safety Disclosures	55

Item 5.	Other Information	55

Item 6.	Exhibits	56

	Signatures	57

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IMPORTANT DEFINITIONS REFERENCED IN THIS QUARTERLY REPORT

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

•“Btu” means one British thermal unit;

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

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

•“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 Mining Complex;

•“Itmann Mining Complex” refers to the Company's Itmann No. 5 metallurgical coal mine and coal preparation plant located in Wyoming County, West Virginia, and surrounding reserves to be processed and sold through the Itmann Mining Complex coal preparation plant; and

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

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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 September 30,				Nine Months Ended September 30,
Revenue and Other Income:	2024		2023		2024		2023
Coal Revenue	$	462,489	$	449,618	$	1,319,738	$	1,574,096
Terminal Revenue	23,740		22,676		60,288		80,755
Freight Revenue	63,406		68,372		198,888		217,435

Miscellaneous Other Income	25,044		27,852		55,146		40,070
Gain on Sale of Assets	176		1,346		6,960		7,082
Total Revenue and Other Income	574,855		569,864		1,641,020		1,919,438
Costs and Expenses:
Operating and Other Costs	304,134		276,323		885,234		813,546
Depreciation, Depletion and Amortization	53,329		58,792		165,173		182,871
Freight Expense	63,406		68,372		198,888		217,435
General and Administrative Costs	36,151		37,313		77,669		79,758
Loss on Debt Extinguishment	—		662		—		2,725
Interest Expense	4,664		6,645		15,063		24,079
Total Costs and Expenses	461,684		448,107		1,342,027		1,320,414
Earnings Before Income Tax	113,171		121,757		298,993		599,024
Income Tax Expense	17,539		21,032		43,409		100,199
Net Income	$	95,632	$	100,725	$	255,584	$	498,825

Earnings per Share:
Total Basic Earnings per Share	$	3.23	$	3.15	$	8.60	$	14.97
Total Dilutive Earnings per Share	$	3.22	$	3.11	$	8.57	$	14.75

Dividends Declared per Common Share	$	0.25	$	—	$	0.25	$	2.20

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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net Income	$	95,632	$	100,725	$	255,584	$	498,825

Other Comprehensive Income (Loss):
Actuarially Determined Long-Term Liability Adjustments (Net of tax: ($111), $274, ($332), $822)	385		(901)		1,155		(2,702)
Unrealized Gain (Loss) on Investments in Available-for-Sale Securities (Net of tax: ($69), $2, ($28), $15)	238		(6)		95		(49)
Other Comprehensive Income (Loss)	623		(907)		1,250		(2,751)

Comprehensive Income	$	96,255	$	99,818	$	256,834	$	496,074

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)
	September 30, 2024		December 31, 2023
ASSETS
Current Assets:
Cash and Cash Equivalents	$	331,674	$	199,371
Short-Term Investments	84,333		81,932

Accounts and Notes Receivable
Trade Receivables, net	131,492		147,612
Other Receivables, net	13,480		12,765
Inventories	116,632		88,154
Other Current Assets	66,982		71,172
Total Current Assets	744,593		601,006
Property, Plant and Equipment:
Property, Plant and Equipment	5,701,714		5,552,404
Less - Accumulated Depreciation, Depletion and Amortization	3,792,369		3,649,281
Total Property, Plant and Equipment—Net	1,909,345		1,903,123
Other Assets:

Right of Use Asset - Operating Leases	5,846		14,658

Salary Retirement	51,933		47,246
Other Noncurrent Assets, net	112,400		108,970
Total Other Assets	170,179		170,874
TOTAL ASSETS	$	2,824,117	$	2,675,003

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)
	September 30, 2024		December 31, 2023
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	145,301	$	137,243
Current Portion of Long-Term Debt	111,898		11,106
Operating Lease Liability, Current Portion	808		4,769

Other Accrued Liabilities	282,008		290,606
Total Current Liabilities	540,015		443,724
Long-Term Debt:
Long-Term Debt	79,336		181,885
Finance Lease Obligations	4,344		4,182
Total Long-Term Debt	83,680		186,067
Deferred Credits and Other Liabilities:
Postretirement Benefits Other Than Pensions	201,811		207,908
Pneumoconiosis Benefits	150,628		154,943
Asset Retirement Obligations	208,375		212,621
Workers’ Compensation	37,380		39,144
Salary Retirement	20,675		20,808
Operating Lease Liability	5,589		10,385
Deferred Income Taxes	36,579		36,219
Other Noncurrent Liabilities	9,890		19,742
Total Deferred Credits and Other Liabilities	670,927		701,770
TOTAL LIABILITIES	1,294,622		1,331,561

Stockholders' Equity:
Common Stock, $0.01 Par Value; 62,500,000 Shares Authorized, 29,394,466 Shares Issued and Outstanding at September 30, 2024; 29,910,439 Shares Issued and Outstanding at December 31, 2023	294		299
Capital in Excess of Par Value	538,054		547,861
Retained Earnings	1,138,957		944,342
Accumulated Other Comprehensive Loss	(147,810)		(149,060)
TOTAL EQUITY	1,529,495		1,343,442
TOTAL LIABILITIES AND EQUITY	$	2,824,117	$	2,675,003

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
December 31, 2023	$	299	$	547,861	$	944,342	$	(149,060)	$	1,343,442
(Unaudited)
Net Income	—		—		101,891		—		101,891
Actuarially Determined Long-Term Liability Adjustments (Net of ($111) Tax)	—		—		—		385		385
Investments in Available-for-Sale Securities (Net of $36 Tax)	—		—		—		(126)		(126)
Comprehensive Income	—		—		101,891		259		102,150
Issuance of Common Stock	1		(1)		—		—		—
Repurchases of Common Stock (615,288 Shares)	(6)		(11,264)		(44,611)		—		(55,881)
Excise Tax on Repurchases of Common Stock	—		—		(471)		—		(471)
Employee Stock-Based Compensation	—		5,118		11		—		5,129
Shares Withheld for Taxes	—		(5,551)		—		—		(5,551)

March 31, 2024	$	294	$	536,163	$	1,001,162	$	(148,801)	$	1,388,818
(Unaudited)
Net Income	—		—		58,061		—		58,061
Actuarially Determined Long-Term Liability Adjustments (Net of ($110) Tax)	—		—		—		385		385
Investments in Available-for-Sale Securities (Net of $5 Tax)	—		—		—		(17)		(17)
Comprehensive Income	—		—		58,061		368		58,429
Issuance of Common Stock	1		(1)		—		—		—
Repurchases of Common Stock (132,063 Shares)	(1)		(2,407)		(8,589)		—		(10,997)
Excise Tax on Repurchases of Common Stock	—		—		(82)		—		(82)
Employee Stock-Based Compensation	—		2,237		25		—		2,262
Shares Withheld for Taxes	—		(27)		—		—		(27)
June 30, 2024	$	294	$	535,965	$	1,050,577	$	(148,433)	$	1,438,403
(Unaudited)
Net Income	—		—		95,632		—		95,632
Actuarially Determined Long-Term Liability Adjustments (Net of ($111) Tax)	—		—		—		385		385
Investments in Available-for-Sale Securities (Net of ($69) Tax)	—		—		—		238		238
Comprehensive Income	—		—		95,632		623		96,255

Excise Tax on Repurchases of Common Stock	—		—		2		—		2
Employee Stock-Based Compensation	—		2,051		201		—		2,252
Shares Withheld for Taxes	—		38		—		—		38
Dividends on Common Shares ($0.25/share)	—		—		(7,348)		—		(7,348)
Dividend Equivalents Earned on Stock-Based Compensation Awards	—		—		(107)		—		(107)
September 30, 2024	$	294	$	538,054	$	1,138,957	$	(147,810)	$	1,529,495

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	Common Stock		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total Equity
December 31, 2022	$	347	$	646,237	$	668,882	$	(149,640)	$	1,165,826
(Unaudited)
Net Income	—		—		230,377		—		230,377
Actuarially Determined Long-Term Liability Adjustments (Net of $274 Tax)	—		—		—		(901)		(901)
Investments in Available-for-Sale Securities (Net of ($64) Tax)	—		—		—		212		212
Comprehensive Income (Loss)	—		—		230,377		(689)		229,688
Issuance of Common Stock	3		(3)		—		—		—
Repurchases of Common Stock (1,207,409 Shares)	(11)		(22,446)		(44,676)		—		(67,133)
Excise Tax on Repurchases of Common Stock	—		—		(478)		—		(478)
Employee Stock-Based Compensation	—		4,792		—		—		4,792
Shares Withheld for Taxes	—		(12,708)		—		—		(12,708)
Dividends on Common Shares ($1.10/share)	—		—		(38,287)		—		(38,287)
Dividend Equivalents Earned on Stock-Based Compensation Awards	—		—		(803)		—		(803)
March 31, 2023	$	339	$	615,872	$	815,015	$	(150,329)	$	1,280,897
(Unaudited)
Net Income	—		—		167,723		—		167,723
Actuarially Determined Long-Term Liability Adjustments (Net of $274 Tax)	—		—		—		(900)		(900)
Investments in Available-for-Sale Securities (Net of $77 Tax)	—		—		—		(255)		(255)
Comprehensive Income (Loss)	—		—		167,723		(1,155)		166,568
Repurchases of Common Stock (1,225,134 Shares)	(12)		(22,261)		(53,354)		—		(75,627)
Excise Tax on Repurchases of Common Stock	—		—		(728)		—		(728)
Employee Stock-Based Compensation	—		1,993		—		—		1,993
Shares Withheld for Taxes	—		(38)		—		—		(38)
Dividends on Common Shares ($1.10/share)	—		—		(37,187)		—		(37,187)
Dividend Equivalents Earned on Stock-Based Compensation Awards	—		—		(683)		—		(683)
June 30, 2023	$	327	$	595,566	$	890,786	$	(151,484)	$	1,335,195
(Unaudited)
Net Income	—		—		100,725		—		100,725
Actuarially Determined Long-Term Liability Adjustments (Net of $274 Tax)	—		—		—		(901)		(901)
Investments in Available-for-Sale Securities (Net of $2 Tax)	—		—		—		(6)		(6)
Comprehensive Income (Loss)	—		—		100,725		(907)		99,818
Repurchases of Common Stock (1,547,846 Shares)	(15)		(28,171)		(98,448)		—		(126,634)
Excise Tax on Repurchases of Common Stock	—		—		(1,265)		—		(1,265)
Employee Stock-Based Compensation	—		1,676		—		—		1,676
September 30, 2023	$	312	$	569,071	$	891,798	$	(152,391)	$	1,308,790

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)


	Nine Months Ended September 30,
	2024		2023
Cash Flows from Operating Activities:
Net Income	$	255,584	$	498,825
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization	165,173		182,871
Gain on Sale of Assets	(6,960)		(7,082)
Stock-Based Compensation	9,406		8,461
Amortization of Debt Issuance Costs	2,812		4,534
Loss on Debt Extinguishment	—		2,725
Deferred Income Taxes	360		(837)
Other Adjustments to Net Income	(2,183)		(2,571)
Changes in Operating Assets:
Accounts and Notes Receivable	15,420		37,670
Inventories	(28,461)		(32,096)
Other Current Assets	1,844		(4,522)
Changes in Other Assets	(1,479)		(26,913)
Changes in Operating Liabilities:
Accounts Payable	4,298		7,759
Commodity Derivatives, net Liability	—		(15,142)
Other Operating Liabilities	(8,887)		28,751
Changes in Other Liabilities	(51,847)		(43,615)
Net Cash Provided by Operating Activities	355,080		638,818
Cash Flows from Investing Activities:
Capital Expenditures	(137,148)		(117,749)
Proceeds from Sales of Assets	7,320		6,240
Investments in Mining-Related Activities	(3,582)		(5,366)
Proceeds from Sales of Short-Term Investments	44,075		83,924
Purchases of Short-Term Investments	(43,265)		(162,422)
Other Investing Activity	(2,100)		(350)
Net Cash Used in Investing Activities	(134,700)		(195,723)
Cash Flows from Financing Activities:
Payments on Finance Lease Obligations	(8,258)		(19,490)

Payments on Term Loan B	—		(63,590)
Payments on Second Lien Notes	—		(101,832)


Payments on Other Debt	(905)		(729)
Shares Withheld for Taxes	(5,540)		(12,746)
Repurchases of Common Stock	(70,879)		(277,382)
Debt-Related Financing Fees	—		(2,810)
Dividends and Dividend Equivalents Paid	(8,451)		(75,474)
Net Cash Used in Financing Activities	(94,033)		(554,053)
Net Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash	126,347		(110,958)
Cash and Cash Equivalents and Restricted Cash at Beginning of Period	243,268		326,952
Cash and Cash Equivalents and Restricted Cash at End of Period	$	369,615	$	215,994

Non-Cash Investing and Financing Activities:
Finance Lease	$	3,248	$	588

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 share and 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 nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for future periods.

The Consolidated Balance Sheet at December 31, 2023 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, 2023.

All dollar amounts discussed in these Notes to Consolidated Financial Statements are in thousands of U.S. dollars, except for share and per 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 December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 Income Taxes (Topic 740). The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments in this update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation, (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate), (3) disclose the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, (4) disclose the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than five percent of total income taxes paid (net of refunds received), (5) disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and (6) disclose income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The amendments in this update are effective for annual periods beginning after December 15, 2024, and should be applied prospectively. Management is currently evaluating the impact of this guidance, but with the exception of the increased disclosures summarized above, does not expect this update to have a material impact on the Company's financial statements.

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280). The amendments in this update improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. Topic 280 requires a public entity to report a measure of segment profit or loss that the chief operating decision maker uses to assess segment performance and make decisions about allocating resources. Topic 280 also requires other specified segment items and amounts, such as depreciation, amortization, and depletion expense, to be disclosed under certain circumstances. The amendments in this update do not change or remove those disclosure requirements. The amendments in this update also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and should be applied retrospectively. Management is currently evaluating the impact of this guidance, but with the exception of the incremental disclosures related to segment expenses summarized above, does not expect this update to have a material impact on the Company's financial statements.

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In August 2023, the FASB issued ASU 2023-05 - Business Combinations—Joint Venture Formations (Subtopic 805-60). The amendments in this update address the accounting for contributions made to a joint venture, upon formation, in a joint venture's separate financial statements. The objectives of the amendments are to (1) provide decision-useful information to investors and other allocators of capital in a joint venture's financial statements and (2) reduce diversity in practice. The amendments in this update do not amend the definition of a joint venture, the accounting by an equity method investor for its investment in a joint venture, or the accounting by a joint venture for contributions received after its formation. The amendments in this update are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. Existing joint ventures may elect to apply the guidance retrospectively. Management is currently evaluating the impact of this guidance, but does not expect this update to have a material impact on the Company's financial statements.

Earnings per Share

Basic earnings per share are computed by dividing net income 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 September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Anti-Dilutive Restricted Stock Units	377	—	458	1,031
Anti-Dilutive Performance Share Units	—	—	—	—
	377	—	458	1,031

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


Dollars in thousands, except share and per share data	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net Income	$	95,632	$	100,725	$	255,584	$	498,825

Denominator:
Weighted-average shares of common stock outstanding	29,580,649		31,928,295		29,705,627		33,330,892
Effect of dilutive shares	121,406		464,394		118,962		479,628
Weighted-average diluted shares of common stock outstanding	29,702,055		32,392,689		29,824,589		33,810,520

Earnings per Share:
Basic	$	3.23	$	3.15	$	8.60	$	14.97
Dilutive	$	3.22	$	3.11	$	8.57	$	14.75

As of September 30, 2024, CONSOL Energy has 500,000 shares of preferred stock authorized, none of which are issued or outstanding.

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NOTE 2—REVENUE FROM CONTRACTS WITH CUSTOMERS:

The following tables disaggregate CONSOL Energy's revenue from contracts with customers by product type and market:


	Three Months Ended September 30, 2024
	Domestic		Export		Total
Power Generation	$	163,769	$	63,027	$	226,796
Industrial	2,485		148,980		151,465
Metallurgical	8,200		76,028		84,228
Total Coal Revenue	174,454		288,035		462,489
Terminal Revenue					23,740
Freight Revenue					63,406
Other Revenue					3,797
Total Revenue from Contracts with Customers					$	553,432


	Three Months Ended September 30, 2023
	Domestic		Export		Total
Power Generation	$	169,143	$	37,134	$	206,277
Industrial	11,076		169,709		180,785
Metallurgical	—		62,556		62,556
Total Coal Revenue	180,219		269,399		449,618
Terminal Revenue					22,676
Freight Revenue					68,372
Total Revenue from Contracts with Customers					$	540,666


	Nine Months Ended September 30, 2024
	Domestic		Export		Total
Power Generation	$	515,159	$	156,013	$	671,172
Industrial	13,636		420,570		434,206
Metallurgical	31,222		183,138		214,360
Total Coal Revenue	560,017		759,721		1,319,738
Terminal Revenue					60,288
Freight Revenue					198,888
Other Revenue					11,927
Total Revenue from Contracts with Customers					$	1,590,841


	Nine Months Ended September 30, 2023
	Domestic		Export		Total
Power Generation	$	476,598	$	270,736	$	747,334
Industrial	29,814		560,382		590,196
Metallurgical	10,627		225,939		236,566
Total Coal Revenue	517,039		1,057,057		1,574,096
Terminal Revenue					80,755
Freight Revenue					217,435
Total Revenue from Contracts with Customers					$	1,872,286

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Coal Revenue

The Company has disaggregated its coal revenue, derived from the PAMC and the Itmann Mining Complex, between domestic and export revenues, as well as between the 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. Historically, export coal revenue 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 secured several long-term export contracts with varying pricing arrangements. Coal revenue derived from the Itmann Mining Complex consists primarily of metallurgical coal sales, while coal revenue derived from the PAMC services the industrial, power generation and metallurgical markets due to the nature of its coal quality characteristics.

CONSOL Energy's coal revenue is 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 facilities, at terminal locations or other customer destinations. The Company's coal contract revenue per ton is fixed or 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, 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.

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. At September 30, 2024 and December 31, 2023, the Company did not have any capitalized costs to obtain customer contracts on its Consolidated Balance Sheets. As of and for the three and nine months ended September 30, 2024 and 2023, 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 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 September 30, 2024 and December 31, 2023, the Company did not have any capitalized costs to obtain customer contracts on its Consolidated Balance Sheets. As of and for the three and nine months ended September 30, 2024 and 2023, the Company has not recognized any amortization of previously existing capitalized costs of obtaining Terminal customer contracts. Further, the Company has not recognized any Terminal 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 plants. 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 to the coal passes to the customer.

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Other Revenue

Other revenue consists of revenue generated from carbon products and materials businesses led by CONSOL Innovations LLC, our wholly-owned subsidiary. This revenue is primarily comprised of sales of composite tools that are used in the aerospace industry. Revenues for these products are earned and recognized as the tools are built and progress toward product completion. Additionally, other revenue consists of revenue generated from the processing of third-party coal at the Itmann Mining Complex. Revenues for these services are earned and performance obligations are considered fulfilled as the services are performed. Other revenue is included within Miscellaneous Other Income in the accompanying Consolidated Statements of Income.

Contract Balances

Contract assets, when present, 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 Cost (Credit) are as follows:


	Pension Benefits								Other Post-Employment Benefits
	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023		2024		2023		2024		2023
Service Cost	$	302	$	304	$	906	$	913	$	—	$	—	$	—	$	—
Interest Cost	6,431		6,756		19,293		20,270		2,758		3,261		8,274		9,783
Expected Return on Plan Assets	(7,991)		(9,867)		(23,973)		(29,602)		—		—		—		—
Amortization of Prior Service Credits	—		—		—		—		(601)		(601)		(1,804)		(1,804)
Amortization of Actuarial Loss (Gain)	1,567		185		4,699		555		(70)		—		(209)		—
Net Periodic Benefit Cost (Credit)	$	309	($2,622)		$	925	($7,864)		$	2,087	$	2,660	$	6,261	$	7,979

Expenses (credits) related to pension and other post-employment benefits are reflected in Operating and Other Costs in the Consolidated Statements of Income. Amounts reclassified out of accumulated other comprehensive (loss) income are reflected in Operating and Other Costs in the Consolidated Statements of Income.

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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
	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023		2024		2023		2024		2023
Service Cost	$	746	$	578	$	2,239	$	1,734	$	1,465	$	1,400	$	4,393	$	4,198
Interest Cost	2,066		2,071		6,198		6,214		572		628		1,717		1,885
Amortization of Actuarial Loss (Gain)	109		(261)		326		(784)		(540)		(512)		(1,620)		(1,537)
State Administrative Fees and Insurance Bond Premiums	—		—		—		—		464		471		1,393		1,482
Net Periodic Benefit Cost	$	2,921	$	2,388	$	8,763	$	7,164	$	1,961	$	1,987	$	5,883	$	6,028

Expenses related to CWP and workers’ compensation are reflected in Operating and Other Costs in the Consolidated Statements of Income. Amounts reclassified out of accumulated other comprehensive (loss) income 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 nine months ended September 30, 2024 of $17,539, or 15.5%, and $43,409, or 14.5%, 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 nine months ended September 30, 2024 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. These tax provision amounts also include discrete tax adjustments related to equity compensation and changes to uncertain tax positions.

The provision for income taxes for the three and nine months ended September 30, 2023 of $21,032, or 17.3%, and $100,199, or 16.7%, 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 nine months ended September 30, 2023 differed from the U.S. federal statutory rate of 21%, primarily due to the tax benefit for excess percentage depletion and foreign derived intangible income. The tax provision amounts also included discrete tax adjustments primarily related to equity compensation.

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 2023 for federal and state returns.

NOTE 6—CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS:

The following table disaggregates CONSOL Energy's cash, cash equivalents and restricted cash, which reconciles to the total shown on the Consolidated Statements of Cash Flows:


	September 30,
	2024		2023
Cash and Cash Equivalents	$	331,674	$	167,586
Restricted Cash - Current(1)	37,941		46,313
Restricted Cash - Non-current	—		2,095
Cash and Cash Equivalents and Restricted Cash	$	369,615	$	215,994

(1) Restricted Cash - Current is included in Other Current Assets in the accompanying Consolidated Balance Sheets.

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The components of cash and cash equivalents and restricted cash as of December 31, 2023 and 2022 are disclosed in Note 6 in the Notes to the Consolidated Financial Statements included in the Company's Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 9, 2024.

The Company has invested in marketable debt securities, primarily comprised of highly liquid U.S. Treasury securities. These investments are held in the custody of financial institutions. The securities outstanding at September 30, 2024 are classified as available-for-sale securities and have maturity dates ranging from October 2024 through July 2025, and are classified as current assets accordingly.

The Company's investments in available-for-sale securities are as follows:


	September 30, 2024
					Gross Unrealized
	Amortized Cost		Allowance for Credit Losses		Gains		Losses		Fair Value
U.S. Treasury Securities	$	84,107	$	—	$	226	$	—	$	84,333


	December 31, 2023
					Gross Unrealized
	Amortized Cost		Allowance for Credit Losses		Gains		Losses		Fair Value
U.S. Treasury Securities	$	81,829	$	—	$	103	$	—	$	81,932

Available-for-sale investments are reported at fair value in the accompanying balance sheet and any unrealized gains or losses are recognized in other comprehensive income (loss), net of tax. Any unrealized gains or losses in the Company's portfolio are a result of normal market fluctuations. Interest and dividends are included in net income when earned.

NOTE 7—CREDIT LOSSES:

Trade receivables are recorded at the invoiced amount. Credit is extended based on an evaluation of a customer's financial condition, the importance of the customer or market for future business 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 Company may be at risk of exposure 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 may be necessary from time to time and 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, and 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 and other non-trade contractual arrangements to present the net amount expected to be collected.


	Trade Receivables		Other Non-Trade Contractual Arrangements

Beginning Balance, December 31, 2023	$	466	$	7,504
Provision for expected credit losses	(131)		(54)

Ending Balance, September 30, 2024	$	335	$	7,450

NOTE 8—INVENTORIES:

Inventory components consist of the following:


	September 30, 2024		December 31, 2023
Coal	$	41,578	$	17,128
Supplies	75,054		71,026
Total Inventories	$	116,632	$	88,154

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 9—ACCOUNTS RECEIVABLE SECURITIZATION:

At September 30, 2024, 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 July 2022, the securitization facility was 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 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 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 $100,000.

Loans under the securitization facility accrue interest at a reserve-adjusted market index rate equal to the 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.

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At September 30, 2024, the Company's eligible accounts receivable yielded $57,465 of borrowing capacity. At September 30, 2024, the facility had no outstanding borrowings and $54,977 of letters of credit outstanding, leaving available borrowing capacity of $2,488. At December 31, 2023, the Company's eligible accounts receivable yielded $72,125 of borrowing capacity. At December 31, 2023, the facility had no outstanding borrowings and $72,087 of letters of credit outstanding, leaving available borrowing capacity of $38. Costs associated with the receivables facility totaled $354 and $1,066 for the three and nine months ended September 30, 2024, respectively, and $323 and $1,060 for the three and nine months ended September 30, 2023, respectively. The Company has not derecognized any receivables due to its continued involvement in the collections efforts.

NOTE 10—PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment consists of the following:


	September 30, 2024		December 31, 2023
Plant and Equipment	$	3,584,192	$	3,458,655
Coal Properties and Surface Lands	910,310		906,343
Airshafts	511,482		492,806
Mine Development	366,260		366,260
Advance Mining Royalties	329,470		328,340
Total Property, Plant and Equipment	5,701,714		5,552,404
Less: Accumulated Depreciation, Depletion and Amortization	3,792,369		3,649,281
Total Property, Plant and Equipment - Net	$	1,909,345	$	1,903,123

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 September 30, 2024 and December 31, 2023, property, plant and equipment includes gross assets under finance leases of $28,269 and $44,622, respectively. Accumulated amortization for finance leases was $19,765 and $31,873 at September 30, 2024 and December 31, 2023, respectively. Amortization expense for assets under finance leases approximated $2,110 and $6,524 for the three months ended September 30, 2024 and 2023, respectively, and $7,652 and $20,369 for the nine months ended September 30, 2024 and 2023, respectively, and is included in Depreciation, Depletion and Amortization in the accompanying Consolidated Statements of Income.

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NOTE 11—OTHER ACCRUED LIABILITIES:


	September 30, 2024		December 31, 2023
Subsidence Liability	$	112,678	$	105,322
Accrued Compensation and Benefits	48,908		73,763
Accrued Other Taxes	10,092		12,276
Accrued Income Taxes	9,569		—
Deferred Revenue	3,775		9,517
Accrued Interest	3,125		6,283
Other	16,851		10,457
Current Portion of Long-Term Liabilities:
Asset Retirement Obligations	33,984		28,571
Postretirement Benefits Other than Pensions	19,237		19,327
Pneumoconiosis Benefits	14,496		15,071
Workers' Compensation	9,293		10,019
Total Other Accrued Liabilities	$	282,008	$	290,606

NOTE 12—LONG-TERM DEBT:


	September 30, 2024		December 31, 2023
Debt:
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
Advance Royalty Commitments (8.80% Weighted Average Interest Rate)	5,922		5,922
Other Debt Arrangements	4,399		1,419
Less: Unamortized Debt Issuance Costs	(1,331)		(1,686)
	186,855		183,520
Less: Amounts Due in One Year*	(107,519)		(1,635)
Long-Term Debt	$	79,336	$	181,885

* Excludes current portion of Finance Lease Obligations of $4,379 and $9,471 at September 30, 2024 and December 31, 2023, respectively.

Revolving Credit Facility

In November 2017, CONSOL Energy entered into a revolving credit facility with PNC Bank, N.A. (the “Revolving Credit Facility”). The Revolving Credit Facility has been amended several times, the most recent of which occurred in June 2023. This amendment increased the available revolving commitments from $260,000 to $355,000 and provides for the Company's ability to increase the revolving commitments or issue term loans in an additional amount not to exceed $45,000 and up to an aggregate total amount of $400,000. The maturity date of the Revolving Credit Facility is July 18, 2026.

Borrowings under the Company's Revolving Credit Facility bear interest at a floating rate that is, at the Company's option, either (i) SOFR plus the applicable SOFR adjustment (as defined therein) depending on the applicable interest period plus an applicable margin or (ii) an alternate base rate plus an applicable margin. The applicable margin for the Revolving Credit Facility depends on the Company's total net leverage ratio and this rate resets quarterly. Obligations under the Revolving Credit Facility 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

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property), a first-priority lien on (i) the Company’s interest in the PAMC, (ii) the equity interests in PA Mining Complex LP held by the Company, (iii) the CONSOL Marine Terminal, (iv) the Itmann Mining Complex and (v) the 1.3 billion tons of Greenfield Reserves and Resources.

The Revolving Credit Facility contains a number of customary affirmative covenants and a number of negative covenants, including (subject to certain exceptions) limitations on (among other things): indebtedness, liens, investments, acquisitions, dispositions, restricted payments and prepayments of junior indebtedness. 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 and gains and losses on debt extinguishment. 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, Maintenance Capital Expenditures and cash payments related to legacy employee liabilities to the extent in excess of amounts accrued in the calculation of Consolidated EBITDA. Under the Revolving Credit Facility, the maximum first lien gross leverage ratio shall be 1.50 to 1.00, the maximum total net leverage ratio shall be 2.50 to 1.00 and the minimum fixed charge coverage ratio shall be 1.10 to 1.00.

The Company's first lien gross leverage ratio was 0.02 to 1.00 at September 30, 2024. The Company's total net leverage ratio was (0.31) to 1.00 at September 30, 2024. The Company's fixed charge coverage ratio was 2.88 to 1.00 at September 30, 2024. The Company was in compliance with all of its financial covenants under the Revolving Credit Facility as of September 30, 2024.

At September 30, 2024, the Revolving Credit Facility had no borrowings outstanding and $123,873 of letters of credit outstanding, leaving $231,127 of unused capacity. At December 31, 2023, the Revolving Credit Facility had no borrowings outstanding and $111,186 of letters of credit outstanding, leaving $243,814 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.

The SPV is not a guarantor of the Revolving Credit Facility, and the SPV holds the assets pledged to the lender in the securitization facility. The SPV had total assets of $129,143 and $147,918, comprised mainly of $128,901 and $147,612 trade receivables, net, at September 30, 2024 and December 31, 2023, respectively. Net income attributable to the SPV was $528 and $235 for the three months ended September 30, 2024 and 2023, respectively, and $775 and $4,843 for the nine months ended September 30, 2024 and 2023, 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 nine months ended September 30, 2024 and 2023, there were no borrowings or payments under the accounts receivable securitization facility. See Note 9 - Accounts Receivable Securitization for additional information.

PEDFA 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”) 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. The Loan Agreement and Guaranty incorporate by reference covenants in the Indenture, dated as of November 13, 2017 by and between the Company and UMB Bank, N.A., a national banking association, as trustee and collateral trustee, under

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which the 11.00% Senior Secured Second Lien Notes due 2025 (the “Second Lien Notes”) were issued, including covenants that limited the ability of the Company and certain subsidiaries of the Company, as guarantors, to (i) incur, assume or guarantee additional indebtedness or issue preferred stock; (ii) create liens to secure indebtedness; (iii) declare or pay dividends on the Company’s common stock, redeem stock or make other distributions to the Company’s stockholders; (iv) make investments; (v) pay or make dividends, loans or other asset transfers from the Company’s restricted subsidiaries; (vi) merge or consolidate, or sell, transfer, lease or dispose of substantially all of the Company’s assets; (vii) sell or otherwise dispose of certain assets, including equity interests in subsidiaries; (viii) enter into transactions with affiliates; and (ix) create unrestricted subsidiaries. These covenants were subject to important exceptions and qualifications.

The Company started a capital construction project on the PAMC coarse refuse disposal area in 2017, which is now funded, in part, by the proceeds from the PEDFA Bonds. The Company expects to expend these funds as qualified work is completed. The Company utilized restricted cash in the amount of $5,206 and $12,247 during the three and nine months ended September 30, 2024, respectively, and $8,442 and $16,313 during the three and nine months ended September 30, 2023, respectively, for qualified expenses. Additionally, the Company had $261 and $12,177 in restricted cash at September 30, 2024 and December 31, 2023, respectively, associated with this financing that will be used to fund future spending on the coarse refuse disposal area.

NOTE 13—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 September 30, 2024. 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 September 30, 2024 is disclosed below when an amount is expressly stated in the lawsuit or claim, which is not often the case.

Fitzwater and Casey Litigation: In 2016, three nonunion retired coal miners 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 “Fitzwater Lawsuit”). 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 August 23, 2017, a class action lawsuit was filed 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 similar allegations (the “Casey Lawsuit”).

On December 1, 2017, the trial court judge in the Fitzwater Lawsuit consolidated the Fitzwater Lawsuit with the Casey Lawsuit (collectively, the “Fitzwater Litigation”). The 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. The District Court held a trial in February 2021 and issued a ruling on September 30, 2024 in favor of two of the eight plaintiffs. On October 15, 2024, Plaintiffs filed a Notice of Appeal of the ruling. As a result of this ruling, the Company has accrued a nominal amount as of September 30, 2024, which is included in Other Accrued Liabilities in the accompanying Consolidated Balance Sheet.

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

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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 reasonably possible, it is not probable and, as a result, no accrual has been recorded.

United Mine Workers of America 1974 Pension Plan Litigation: On March 7, 2024, the Company's former parent filed a complaint (the “Indemnification Lawsuit”) in the Superior Court of the State of Delaware against the Company that stated that the Company's former parent had settled potential claims asserted by the United Mine Workers of America 1974 Pension Plan (“1974 Plan”) against the Company's former parent for a total settlement amount of $75,000 to be paid over a five year period, in exchange for a full release by the 1974 Plan of the Company's former parent, the Company and their affiliates. In the Indemnification Lawsuit, the Company's former parent is seeking (i) indemnification from the Company under the 2017 Separation and Distribution Agreement between the Company and its former parent for the $75,000 settlement plus the Company's former parent's alleged legal expenses related to its settlement with the 1974 Plan, (ii) the costs and expenses the Company's former parent incurs in connection with the Indemnification Lawsuit, (iii) pre- and post-judgment interest, (iv) punitive damages and (v) any other relief the court deems just and proper. On May 9, 2024, the Company's former parent filed a Motion for Summary Judgment while the Company filed a brief in opposition of the motion on June 27, 2024, with briefing concluding on July 19, 2024. Oral arguments were held in the third quarter of 2024. The Court has not yet ruled on this motion. The Company does not believe that it has any obligations to indemnify its former parent under the Separation and Distribution Agreement with respect to its former parent's settlement with the 1974 Plan and intends to vigorously defend itself against all claims asserted against it in the Indemnification Lawsuit. With respect to this lawsuit, while a loss is reasonably possible, it is not probable and, as a result, no accrual has been recorded.

The Company and various subsidiaries are defendants in certain other legal proceedings. 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.

The following is a summary, as of September 30, 2024, of the financial guarantees, unconditional purchase obligations and letters of credit to certain third parties. 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. These amounts represent the maximum potential of total future payments that the Company could be required to make under these instruments. 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.

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	Amount of Commitment Expiration per Period
	Total Amounts Committed		Less Than 1 Year		1-3 Years		3-5 Years		Beyond 5 Years
Letters of Credit:
Employee-Related	$	47,446	$	29,635	$	17,811	$	—	$	—
Environmental	398		398		—		—		—
Other	131,006		117,606		13,400		—		—
Total Letters of Credit	$	178,850	$	147,639	$	31,211	$	—	$	—
Surety Bonds:
Employee-Related	$	80,210	$	80,210	$	—	$	—	$	—
Environmental	528,597		528,597		—		—		—
Other	4,071		4,071		—		—		—
Total Surety Bonds	$	612,878