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 ~~March 31,~~September 30, 2021

☐	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.)

1000 CONSOL Energy Drive, Suite 100

Canonsburg, PA 15317-6506

(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. ~~(Check one):~~

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 ~~34,439,010~~34,480,181 shares of common stock, $0.01 par value, outstanding at ~~April 23,~~October 22, 2021.

Table of Contents

TABLE OF CONTENTS

	Part I. Financial Information	Page

Item 1.	Financial Statements
	Consolidated Statements of Income for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020	4
	Consolidated Statements of Comprehensive Income for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020	5
	Consolidated Balance Sheets at ~~March 31,~~September 30, 2021 and December 31, 2020	6
	Consolidated Statements of Stockholders' Equity for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020	8
	Consolidated Statements of Cash Flows for the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020	910
	Notes to Consolidated Financial Statements	1011

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2730

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4554

Item 4.	Controls and Procedures	4655

	Part II. Other Information

Item 1.	Legal Proceedings	4655

Item 1A.	Risk Factors	4655

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4756

Item 3.	Defaults Upon Senior Securities	4756

Item 4.	Mine Safety Disclosures	4756

Item 5.	Other Information	4756

Item 6.	Exhibits	4857

	Signatures	4958

Table of Contents

	*Three Months Ended*						*Three Months Ended*						*Nine Months Ended*
	*March 31,*						*September 30,*						*September 30,*
Revenue and Other Income:	*2021*			*2020*			*2021*			*2020*			*2021*			*2020*
Coal Revenue	$	285,535		$	255,452		$	258,560		$	184,375		$	803,927		$	542,140
Terminal Revenue		18,212			16,501			14,108			17,008			49,700			49,407
Freight Revenue		27,013			3,147			19,348			12,909			72,371			19,141
Unrealized Loss on Commodity Derivative Instruments								(147,306	)		0			(167,743	)		0
Miscellaneous Other Income		3,189			16,170			4,281			21,001			9,504			71,107
Gain (Loss) on Sale of Assets		8,202			(14	)
Gain on Sale of Assets								21			7,926			10,563			15,241
Total Revenue and Other Income		342,151			291,256			149,012			243,219			778,322			697,036
Costs and Expenses:
Operating and Other Costs		185,110			212,275			189,081			153,031			549,239			481,712
Depreciation, Depletion and Amortization		59,897			54,943			55,977			54,959			168,073			156,057
Freight Expense		27,013			3,147			19,348			12,909			72,371			19,141
Selling, General and Administrative Costs		23,964			17,670			22,476			11,117			68,982			39,726
Gain on Debt Extinguishment		(683	)		(16,833	)
Loss (Gain) on Debt Extinguishment								132			(1,078	)		(657	)		(17,911	)
Interest Expense, net		15,261			15,671			16,045			15,723			47,493			46,116
Total Costs and Expenses		310,562			286,873			303,059			246,661			905,501			724,841
Earnings Before Income Tax		31,589			4,383
Income Tax Expense		5,185			1,908
Net Income		26,404			2,475
Less: Net Income Attributable to Noncontrolling Interest		0			108
Net Income Attributable to CONSOL Energy Inc. Shareholders	$	26,404		$	2,367
Loss Before Income Tax								(154,047	)		(3,442	)		(127,179	)		(27,805	)
Income Tax (Benefit) Expense								(40,258	)		5,918			(43,966	)		143
Net Loss								(113,789	)		(9,360	)		(83,213	)		(27,948	)
Less: Net Loss Attributable to Noncontrolling Interest								0			(2,136	)		0			(5,108	)
Net Loss Attributable to CONSOL Energy Inc. Stockholders							$	(113,789	)	$	(7,224	)	$	(83,213	)	$	(22,840	)

Earnings per Share:
Total Basic Earnings per Share	$	0.77		$	0.09
Total Dilutive Earnings per Share	$	0.75		$	0.09
Loss per Share:
Total Basic Loss per Share							$	(3.30	)	$	(0.28	)	$	(2.42	)	$	(0.88	)
Total Dilutive Loss per Share							$	(3.30	)	$	(0.28	)	$	(2.42	)	$	(0.88	)

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

Three Months Ended

March 31,

2021

2020

Net Income
$ 26,404 $ 2,475

Other Comprehensive Income:

Actuarially Determined Long-Term Liability Adjustments (Net of tax: ($1,164),($1,214))
3,360 3,624
Unrealized Gain (Loss) on Cash Flow Hedges (Net of tax: ($144), $933)
414 (2,773 )
Other Comprehensive Income
3,774 851

Comprehensive Income
$ 30,178 $ 3,326

Less: Comprehensive Income Attributable to Noncontrolling Interest
0 123

Comprehensive Income Attributable to CONSOL Energy Inc. Shareholders
$ 30,178 $ 3,203

	*Three Months Ended*						*Nine Months Ended*
	*September 30,*						*September 30,*
	*2021*			*2020*			*2021*			*2020*
Net Loss	$	(113,789	)	$	(9,360	)	$	(83,213	)	$	(27,948	)

Other Comprehensive Income:
Actuarially Determined Long-Term Liability Adjustments (Net of tax: ($1,164), ($1,214), ($3,755), ($3,642))		3,359			3,624			10,844			10,872
Unrealized Gain (Loss) on Cash Flow Hedges (Net of tax: ($135), ($127), ($414), $810)		390			377			1,195			(2,408	)
Other Comprehensive Income		3,749			4,001			12,039			8,464

Comprehensive Loss	$	(110,040	)	$	(5,359	)	$	(71,174	)	$	(19,484	)

Less: Comprehensive Loss Attributable to Noncontrolling Interest		0			(2,121	)		0			(5,063	)

Comprehensive Loss Attributable to CONSOL Energy Inc. Stockholders	$	(110,040	)	$	(3,238	)	$	(71,174	)	$	(14,421	)

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

	Common Stock		Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Total CONSOL Energy Inc. Stockholders' Equity			Noncontrolling Interest			Total Equity			*Common Stock*		*Capital in Excess of Par Value*			*Retained Earnings*			*Accumulated Other Comprehensive (Loss) Income*			*Total CONSOL Energy Inc. Stockholders' Equity*			*Noncontrolling Interest*			*Total Equity*
December 31, 2019	$	259	$	523,762		$	259,903		$	(348,725	)	$	435,199		$	137,196		$	572,395		$	259	$	523,762		$	259,903		$	(348,725	)	$	435,199		$	137,196		$	572,395
(Unaudited)
Net Income		0		0			2,367			0			2,367			108			2,475			0		0			2,367			0			2,367			108			2,475
Actuarially Determined Long-Term Liability Adjustments (Net of $1,214 Tax)		0		0			0			3,609			3,609			15			3,624			0		0			0			3,609			3,609			15			3,624
Interest Rate Hedge (Net of ($933) Tax)		0		0			0			(2,773	)		(2,773	)		0			(2,773	)		0		0			0			(2,773	)		(2,773	)		0			(2,773	)
Comprehensive Income		0		0			2,367			836			3,203			123			3,326			0		0			2,367			836			3,203			123			3,326
Adoption of ASU 2016-13 (Net of ($1,109) Tax)		0		0			(3,298	)		0			(3,298	)		0			(3,298	)		0		0			(3,298	)		0			(3,298	)		0			(3,298	)
Issuance of Common Stock		1		(1	)		0			0			0			0			0			1		(1	)		0			0			0			0			0
Amortization of Stock-Based Compensation Awards		0		4,856			0			0			4,856			158			5,014			0		4,856			0			0			4,856			158			5,014
Shares/Units Withheld for Taxes		0		(555	)		0			0			(555	)		(217	)		(772	)		0		(555	)		0			0			(555	)		(217	)		(772	)
Distributions to Noncontrolling Interest		0		0			0			0			0			(5,575	)		(5,575	)		0		0			0			0			0			(5,575	)		(5,575	)
March 31, 2020	$	260	$	528,062		$	258,972		$	(347,889	)	$	439,405		$	131,685		$	571,090		$	260	$	528,062		$	258,972		$	(347,889	)	$	439,405		$	131,685		$	571,090
(Unaudited)
Net Loss																						—		—			(17,983	)		—			(17,983	)		(3,080	)		(21,063	)
Actuarially Determined Long-Term Liability Adjustments (Net of $1,214 Tax)																						0		0			0			3,609			3,609			15			3,624
Interest Rate Hedge (Net of ($4) Tax)																						0		0			0			(12	)		(12	)		0			(12	)
Comprehensive (Loss) Income																						0		0			(17,983	)		3,597			(14,386	)		(3,065	)		(17,451	)
Amortization of Stock-Based Compensation Awards																						0		2,162			0			0			2,162			74			2,236
June 30, 2020																					$	260	$	530,224		$	240,989		$	(344,292	)	$	427,181		$	128,694		$	555,875
(Unaudited)
Net Loss																						0		0			(7,224	)		0			(7,224	)		(2,136	)		(9,360	)
Actuarially Determined Long-Term Liability Adjustments (Net of $1,214 Tax)																						0		0			0			3,609			3,609			15			3,624
Interest Rate Hedge (Net of $127 Tax)																						0		0		��	0			377			377			0			377
Comprehensive (Loss) Income																						0		0			(7,224	)		3,986			(3,238	)		(2,121	)		(5,359	)
Amortization of Stock-Based Compensation Awards																						0		2,136			0			0			2,136			76			2,212
September 30, 2020																					$	260	$	532,360		$	233,765		$	(340,306	)	$	426,079		$	126,649		$	552,728

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

	Three Months Ended						*Nine Months Ended*
	March 31,						*September 30,*
	2021			2020			*2021*			*2020*
Cash Flows from Operating Activities:
Net Income	$	26,404		$	2,475
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Net Loss							$	(83,213	)	$	(27,948	)
Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization		59,897			54,943			168,073			156,057
(Gain) Loss on Sale of Assets		(8,202	)		14
Gain on Sale of Assets								(10,563	)		(15,241	)
Stock/Unit-Based Compensation		1,509			5,014			4,607			9,462
Amortization of Debt Issuance Costs		2,140			1,444			6,472			5,301
Gain on Debt Extinguishment		(683	)		(16,833	)		(657	)		(17,911	)
Unrealized Loss on Commodity Derivative Instruments								167,743			0
Deferred Income Taxes		5,185			1,908			(43,966	)		143
Equity in Earnings of Affiliates		206			315			507			1,147
Changes in Operating Assets:
Accounts and Notes Receivable		(5,764	)		23,064			53,970			25,197
Inventories		475			(4,507	)		185			(2,446	)
Prepaid Expenses and Other Assets		1,620			4,845			446			5,880
Changes in Other Assets		(1,459	)		191			4,952			(16,902	)
Changes in Operating Liabilities:
Accounts Payable		(73	)		(15,726	)		6,247			(29,746	)
Other Operating Liabilities		9,242			3,899			14,368			(1,645	)
Changes in Other Liabilities		(12,501	)		(9,646	)		(36,028	)		(28,960	)
Net Cash Provided by Operating Activities		77,996			51,400			253,143			62,388
Cash Flows from Investing Activities:
Capital Expenditures		(13,800	)		(27,178	)		(103,318	)		(65,955	)
Proceeds from Sales of Assets		8,488			0			12,053			8,779
Other Investing Activity		(182	)		0			(338	)		(229	)
Net Cash Used in Investing Activities		(5,494	)		(27,178	)		(91,603	)		(57,405	)
Cash Flows from Financing Activities:
Proceeds from Finance Lease Obligations		0			16,293			0			16,293
Payments on Finance Lease Obligations		(8,498	)		(4,899	)		(20,864	)		(18,732	)
Payments on Term Loan A		(6,250	)		(3,750	)		(25,000	)		(16,250	)
Payments on Term Loan B		(5,536	)		(688	)		(6,911	)		(2,063	)
Payments on Second Lien Notes		(9,338	)		(25,480	)		(17,092	)		(26,365	)
Proceeds from Long-Term Debt								75,000			0
Payments on Asset-Backed Financing		(181	)		(174	)		(546	)		(526	)
Distributions to Noncontrolling Interest		0			(5,575	)		0			(5,575	)
Shares/Units Withheld for Taxes		(2,072	)		(772	)		(2,303	)		(772	)
Debt-Related Financing Fees		0			(643	)		(2,368	)		(9,002	)
Net Cash Used in Financing Activities		(31,875	)		(25,688	)		(84	)		(62,992	)
Net Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash		40,627			(1,466	)		161,456			(58,009	)
Cash and Cash Equivalents and Restricted Cash at Beginning of Period		50,850			80,293			50,850			80,293
Cash and Cash Equivalents and Restricted Cash at End of Period	$	91,477		$	78,827		$	212,306		$	22,284

Non-Cash Investing and Financing Activities:
Finance Lease	$	8,226		$	7,023		$	12,298		$	17,335
Other Equipment Financing	$	0		$	9,129		$	0		$	13,123

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

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 8-03 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 ninemonths ended ~~March 31,~~September 30, 2021 are not necessarily indicative of the results that may be expected for future periods.

The Consolidated Balance Sheet at December 31, 2020 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, 2020.

The Consolidated Financial Statements include the accounts of CONSOL Energy Inc. and its wholly-owned and majority-owned and/or controlled subsidiaries. The portion of these entities that is not owned by the Company is presented as non-controlling interest. All significant intercompany transactions and accounts have been eliminated in consolidation.

In ~~January~~May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-01 ~~- Reference Rate Reform (Topic~~ ~~848~~~~) to clarify that certain optional expedients and exceptions in Topic~~ ~~848~~ ~~for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. Specifically, certain provisions in Topic~~ ~~848,~~ if elected by an entity, apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. Amendments in this Update to the expedients and exceptions in Topic ~~848~~ capture the incremental consequences of the scope clarification and tailor the existing guidance to derivative instruments affected by the discounting transition. CONSOL Energy adopted this guidance during the ~~three~~ ~~months ended~~ ~~March 31, 2021,~~ ~~and there was~~ no ~~material impact on the Company's financial statements.~~

In ~~March 2020,~~ ~~the FASB issued ASU~~ ~~2020~~-04 - ~~Reference Rate Reform~~Earnings Per Share (Topic ~~848~~) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this Update provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. In response to concerns about structural risks of interbank offered rates (IBORs), and, particularly, the risk of cessation of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. This Update also provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this Update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments in this Update are effective for all entities as of ~~March 12, 2020~~ ~~through~~ ~~December 31, 2022.~~ ~~An entity~~ ~~may~~ ~~elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to~~ ~~March 12, 2020,~~ ~~or prospectively from a date within an interim period that includes or is subsequent to~~ ~~March 12, 2020,~~ up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments in this Update must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. CONSOL Energy adopted this guidance during the ~~three~~ ~~months ended~~ ~~March 31, 2021,~~ ~~and there was~~ no ~~material impact on the Company's financial statements.~~

In ~~January 2020,~~ ~~the FASB issued ASU~~ ~~2020~~-01 ~~- Investments - Equity Securities (Topic~~ ~~321~~260), ~~Investments - Equity Method~~Debt—Modifications and ~~Joint Ventures~~Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic ~~323~~718), and Derivatives and ~~Hedging (Topic~~Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The amendments in this ~~Update clarify certain interactions between~~update affect all entities that issue freestanding written call options that are classified in equity. Specifically, the ~~guidance~~amendments affect those entities when a freestanding equity-classified written call option is modified or exchanged and remains equity classified after the modification or exchange. The amendments that relate to ~~account~~the recognition and measurement of EPS for certain ~~equity securities under Topic~~ ~~321,~~ ~~the guidance to account for investments under the equity method~~modifications or exchanges of ~~accounting~~freestanding equity-classified written call options affect entities that present EPS in ~~Topic~~ ~~323,~~ ~~and~~accordance with the guidance in Topic ~~815,~~260, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic ~~825,~~ ~~Financial Instruments. These amendments improve current GAAP by reducing diversity in practice and increasing comparability of the accounting for these interactions.~~Earnings Per Share. The amendments in this ~~Update~~update are effective for fiscal years beginning after December 15, ~~2020,~~2021, ~~and~~including interim periods within those fiscal years. ~~Early adoption~~Management is ~~permitted. CONSOL Energy adopted~~currently evaluating the impact of this guidance, ~~during the~~but does ~~three~~not ~~months ended~~ ~~March 31, 2021,~~ ~~and there was~~ noexpect this update to have a material impact on the Company's financial statements.

In ~~December 2019,~~ ~~the FASB issued ASU~~ ~~2019~~-12 ~~- Income Taxes (Topic~~ ~~740~~~~) to reduce the complexity of accounting for income taxes while maintaining or improving the usefulness of the information provided to users of financial statements. The amendments in Update~~ ~~2019~~-12 ~~removed the following exceptions: (~~1~~) the exception to the incremental approach for intra-period tax allocation; (~~2~~) exceptions to accounting for basis differences when there are ownership changes in foreign investments; and (~~3~~) the exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The amendments in Update~~ ~~2019~~-12 also simplified the accounting for income taxes in the areas of franchise tax, step up in the tax basis of goodwill associated with a business combination, allocation of current and deferred tax expense to a legal entity that is ~~not~~ subject to tax in its separate financial statements, and presentation of the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The Update added minor codification improvements for income taxes related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. These changes are effective for fiscal years beginning after ~~December 15, 2020,~~ ~~and interim periods within those fiscal years. CONSOL Energy adopted this guidance during the~~ ~~three~~ ~~months ended~~ ~~March 31, 2021,~~ ~~and there was~~ no ~~material impact on the Company's financial statements.~~

Basic earnings per share are computed by dividing net ~~income~~loss attributable to CONSOL Energy Inc. ~~shareholders~~stockholders 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 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:

*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 ~~March 31,~~September 30, 2021, CONSOL Energy has 500,000 shares of preferred stock authorized, none of which are issued or outstanding.

During the year ended December 31, 2020, the Company added the CONSOL Marine Terminal to its reportable segments, as disclosed in Note 1617 - Segment Information. As a result, certain reclassifications of 2020 segment information have been made to conform to the 2021 presentation. Additionally, certain amounts in prior periods have been reclassified to conform with the report classifications of the current period, including the reclassification of the current portion of the Company's operating lease liability, previously included in Other Accrued Liabilities on the Consolidated Balance Sheets. During the three months ended September 30, 2021, the Company reclassified its unrealized losses on commodity derivative instruments, previously included in Miscellaneous Other Income on the Consolidated Statements of Income, which is a change from the Company's presentation at June 30, 2021. These reclassifications had no effect on previously reported total assets, net income, stockholders' equity or cash flows from operating activities.

On October 22, 2020, CONSOL Energy, the Partnership, the General Partner, a wholly-owned subsidiary of CONSOL Energy, and Merger Sub entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which Merger Sub merged with and into the Partnership, with the Partnership surviving as an indirect, wholly-owned subsidiary of CONSOL ~~Energy (the “Merger”).~~Energy. On December 30, 2020, the CCR Merger was completed and CONSOL Energy issued 7,967,690 shares of common stock to acquire the 10,912,138 common units of CCR not owned by CONSOL Energy prior to the CCR Merger at a fixed exchange ratio of 0.73 shares of CONSOL Energy common stock for each CCR unit, for total implied consideration of $51,710. As a result of the CCR Merger, CCR's common units are no longer publicly traded.

Except for the Partnership's incentive distribution rights, which were automatically canceled immediately prior to the effective time of the CCR Merger for no consideration in accordance with CCR's partnership agreement, the interests in CCR owned by CONSOL Energy and its subsidiaries remain outstanding as limited partner interests in the surviving entity. The General Partner ~~will continue~~continues to own the non-economic general partner interest in the surviving entity.

Since CONSOL Energy controlled CCR prior to the CCR Merger and continues to control CCR after the CCR Merger, CONSOL Energy accounted for the change in its ownership interest in CCR as an equity transaction, which was reflected as a reduction of noncontrolling interest with corresponding increases to common stock and capital in excess of par value. No gain or loss was recognized in CONSOL Energy's Consolidated Statements of Income as a result of the CCR Merger. The tax effects of the CCR Merger were reported as adjustments to deferred income taxes and capital in excess of par value.

Prior to the effective date of the CCR Merger, public unitholders held a 39.3% equity interest in CCR's outstanding common units and CONSOL Energy owned the remaining 60.7% equity ~~interest.~~interest in CCR's outstanding common units. The earnings of CCR that were attributed to its common units held by the public prior to the CCR Merger are reflected in Net ~~Income~~Loss Attributable to Noncontrolling Interest in the Consolidated Statements of Income.

The Company incurred $9,822 of transaction costs directly attributable to the CCR Merger during the year ended December 31, 2020, including financial advisory, legal service and other professional fees, which were recorded to Selling, General and Administrative Costs in the Consolidated Statements of Income.

On September 16, 2020, CONSOL entered into a settlement transaction with (i) Murray Energy Holdings Co., Murray Energy Corporation, and their direct and indirect subsidiaries (such entities that are debtors in possession in Murray Energy Holdings Co.’s jointly administered Chapter 11 bankruptcy cases) and (ii) ACNR Holdings, Inc. to fully and finally resolve the disputes raised in the litigation captioned CONSOL Energy Inc. v Murray Energy Holdings Co., et al., Adversary Case 2:20-ap-02036, arising out of Murray Energy Holdings Co.'s bankruptcy proceedings and any and all other disputes, controversies, or causes of action between and among them. The underlying agreements and compromises, which have been memorialized in definitive documentation, were treated as a single, integrated transaction. As of ~~March~~September ~~31,~~30, 2021, this single, integrated transaction resulted in ~~$4,895~~$4,871 of Other Receivables, net, and ~~$22,766~~$19,156 of Other Assets, net, included in the Consolidated Balance Sheets. As of December 31, 2020, this single, integrated transaction resulted in $4,867 of Other Receivables, net, and $22,055 of Other Assets, net, included in the Consolidated Balance Sheets. See Note 14 - Commitments and Contingent Liabilities with respect to additional information relating to certain liabilities of the Company under the Coal Act (as defined below).

The following table disaggregates 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:

The Company has disaggregated its coal revenue between domestic and export revenues, which depicts the pricing and contract differences between the two. 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 coal revenue tends to be derived from spot or shorter-term contracts with pricing determined closer to the time of shipment or based on a market index.

CONSOL Energy's coal revenue is generally recognized when title passes to the customer and the price is fixed and determinable. Generally, title passes when coal is loaded at the central preparation facility, the CONSOL Marine Terminal or, on occasion, other 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 ~~adjustments.~~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. The Company's coal supply contracts and other sales and operating revenue contracts vary in length from short-term to long-term contracts and do not typically 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 and anticipated payments in lieu of shipments.~~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. Management believes that the invoice price is the most appropriate rate at which to recognize revenue.

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 ~~March 31,~~September 30, 2021 and December 31, 2020, the Company did not have any capitalized costs to obtain customer contracts on its Consolidated Balance Sheets. As of and for the three and ninemonths ended ~~March 31,~~September 30, 2021 and 2020, 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 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 ~~March 31,~~September 30, 2021 and December 31, 2020, the Company did not have any capitalized costs to obtain customer contracts on its Consolidated Balance Sheets. As of and for the three and ninemonths ended ~~March 31,~~September 30, 2021 and 2020, 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.

Some of CONSOL Energy's coal contracts require that the Company sell its coal at locations other than its central 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 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. Payments for coal shipments are typically due within two to four weeks from the invoice date. 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 ~~good passes~~goods pass to the customer, or over time when services are provided.

Contract buyout income earned during ~~the~~ ~~three~~2020 ~~months ended~~ ~~March 31, 2020~~ was primarily the result of partial contract buyouts that involved negotiations to reduce coal quantities several customers were otherwise obligated to purchase under contracts in exchange for payment of certain fees to the Company, and do not impact forward contract terms.

The sale of certain coal lease contracts was in connection with one of several transactions completed in the three months ended September 30, 2020 related to the Company's non-operating surface and mineral assets outside of the Pennsylvania Mining Complex.

NOTE 5—COMPONENTS OF PENSION AND OTHER POST-EMPLOYMENT BENEFIT (OPEB) PLANS NET PERIODIC BENEFIT COSTS:

(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 nine months ended 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 nine months ended 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, which reduced the pension liability by $1,009. 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.

NOTE 6—COMPONENTS OF COAL WORKERS’ PNEUMOCONIOSIS (CWP) AND WORKERS’ COMPENSATION NET PERIODIC BENEFIT COSTS:

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

The Company recorded its provision for income taxes for the three and ninemonths ended ~~March 31,~~September 30, 2021 ~~was $5,185, or 16.4%~~ of ~~earnings before income taxes~~($40,258) and ($43,966), respectively, based on ~~the actual year-to-date effective rate for this period. The~~its annual estimated income tax ~~provision for interim periods is generally determined using an estimate of the Company's annual effective tax~~ rate ~~and~~ adjusted for discrete items, if any, in the relevant period. However, given current and expected operating activities during the year, considering the significant benefit from excess percentage depletion, estimating a reliable annual effective tax rate has become difficult as small changes in forecasted results can produce significant changes to the Company's annual effective tax rate. Therefore, the Company has determined that the actual year-to-date effective tax rate is the best estimate for the reporting period ended ~~March 31, 2021.~~ ~~The Company will continue to utilize this methodology until reliable estimates of the annual effective tax rate can be made.~~items. The effective tax rate for the three and ninemonths ended ~~March 31,~~September 30, 2021 differs from the U.S. federal statutory rate of 21%, primarily due to the income tax benefit for excess percentage depletion, partially offset by ~~the impact of~~ tax expense related to compensation. These tax provision amounts also include discrete tax adjustments related to prior years' taxes, state tax law changes and equity compensation.

~~During~~The provision for income taxes for the three and ninemonths ended ~~March 31,~~September 30, 2020, was $5,918 and $143, respectively, which was based on the ~~Company evaluated the impact of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which had various~~Company's annual estimated income tax related provisions, including temporary net operating loss carryback and limitation measures, a relaxation of the limitation on interest deductions, the postponement of statutory filing dates, and a technical correction of the ~~2017~~ ~~Tax Cuts and Jobs Act related to qualified improvement property. The CARES Act increased the amount of deductible interest from~~ ~~30%~~ ofrate adjusted ~~taxable income to~~ ~~50%~~for ~~tax years~~ ~~2019~~ ~~and~~ ~~2020,~~ ~~which generated a cash tax benefit, but also reduced the base of earnings upon which percentage depletion was computed.~~discrete items. The effective tax rate for the three and ninemonths ended ~~March 31,~~September 30, 2020 ~~was 44.6%, which~~ differed from the U.S. federal statutory rate of 21%, primarily due to ~~discrete~~the income tax ~~charges~~benefit of percentage depletion, partially offset by tax expense related to equity ~~compensation~~compensation. These tax provision amounts also include discrete tax adjustments related to tax law changes and ~~the effect of the CARES Act as noted above, partially offset by the benefit anticipated for excess percentage depletion.~~equity compensation.

The Company utilizes the “more likely than not” standard in recognizing a tax benefit in its financial statements. For the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and the year ended December 31, 2020, the Company did not have any unrecognized tax benefits.

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. Under the provisions of the tax matters agreement entered into between the Company and its former parent on November 28, 2017 (the “TMA”), certain subsidiaries of the Company are subject to examination for the period January 1, 2017 through November 28, 2017. ~~Furthermore,~~As a separate taxpayer, the Company is subject to examination for the period November 28, 2017 through December 31, 2020 for federal and state returns.

Effective January 1, 2020, the Company adopted ASU 2016-013, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments using a modified retrospective approach. This ASU replaces the incurred loss impairment model with an expected credit loss impairment model for financial instruments, including trade and other receivables. The amendment requires entities to consider forward-looking information to estimate expected credit losses, resulting in earlier recognition of losses for receivables that are current or not yet due, which were not considered under previous accounting guidance. The Company recorded a cumulative-effect adjustment to retained earnings in the amount of $3,298, net of $1,109 of income taxes, for expected credit losses on financial assets at the adoption date.

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. The Company considered the current and expected future economic and market conditions surrounding the novel coronavirus (COVID-19) pandemic and determined that the estimate of credit losses was not significantly impacted.

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.

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

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.

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.

Pursuant to the securitization facility, CONSOL Thermal Holdings LLC, an indirect, wholly-owned subsidiary of the Partnership, 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. 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 ~~March 31,~~September 30, 2021, the Company's eligible accounts receivable yielded ~~$25,197~~$23,862 of borrowing capacity. At ~~March 31,~~September 30, 2021, the facility had 0 outstanding borrowings and ~~$25,500~~$24,306 of letters of credit outstanding, leaving no0 unused capacity. CONSOL Energy posted ~~$303~~$444 of cash collateral to secure the difference in the outstanding letters of credit and the eligible accounts receivable. Cash collateral of ~~$303~~$444 is included in Restricted Cash - Current in the Consolidated Balance Sheets. At December 31, 2020, the Company's eligible accounts receivable yielded $31,868 of borrowing capacity. At December 31, 2020, the facility had 0 outstanding borrowings and $31,218 of letters of credit outstanding, leaving available borrowing capacity of $650. Costs associated with the receivables facility totaled ~~$261~~$283 and ~~$341~~$801 for the three and ninemonths ended ~~March 31,~~September 30, 2021, respectively, and $249 and $882 for the threeand nine months ended September 30, 2020, 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.

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 ~~March 31,~~September 30, 2021 and December 31, 2020, property, plant and equipment includes gross assets under finance leases of ~~$74,504~~$76,021 and $112,334, respectively. Accumulated amortization for finance leases was ~~$19,325~~$29,403 and $56,761 at ~~March 31,~~September 30, 2021 and December 31, 2020, respectively. Amortization expense for assets under finance leases approximated ~~$8,619~~$6,409 and ~~$4,964~~$6,178 for the three months ended ~~March 31,~~September 30, 2021 and 2020, respectively, and $21,456 and $16,680 for the nine months ended September 30, 2021 and 2020, respectively, and is included in Depreciation, Depletion and Amortization in the accompanying Consolidated Statements of Income.

* Excludes current portion of Finance Lease Obligations of ~~$21,168~~$19,098 and $20,115 at ~~March 31,~~September 30, 2021 and December 31, 2020, respectively.

In November 2017, CONSOL Energy entered into a revolving credit facility with PNC Bank, N.A. with commitments up to ~~$300 million~~$300,000 (the “Revolving Credit Facility”), a Term Loan A Facility of up to ~~$100 million~~$100,000 (the “TLA Facility”) and a Term Loan B Facility of up to ~~$400 million~~$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 million~~$400,000 and reallocate the principal amounts outstanding under the TLA Facility and the TLB Facility. 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. On June 5, 2020, the Company amended the Senior Secured Credit Facilities (the “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. Borrowings under the Company's Senior Secured Credit Facilities bear interest at a floating rate which can be, at the Company's option, either (i) LIBOR 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 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 and TLA Facilities is March 28, 2023. 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 limited partner units of the Partnership held by the Company, (iii) the equity interests in ~~CONSOL Coal Resources GP LLC~~the General Partner held by the Company, (iv) the CONSOL Marine Terminal, (v) the Itmann Mine and (vi) the 1.5 billion tons of Greenfield Reserves.

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 amendment 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. The additional conditions require that the Company have 0 outstanding borrowings and no more than ~~$200 million~~$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.

The Revolving Credit Facility and the TLA Facility also include 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 amendment 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 for the fiscal quarters ending June 30, 2020 through March 31, 2021, the maximum first lien gross leverage ratio shall be 2.50 to 1.00, the maximum total net leverage ratio shall be 3.75 to 1.00, and the minimum fixed charge coverage ratio shall be 1.00 to 1.00; for the fiscal quarters ending June 30, 2021 through September 30, 2021, the maximum first lien gross leverage ratio shall be 2.25 to 1.00 and the maximum total net leverage ratio shall be 3.50 to 1.00; for the fiscal quarters ending June 30, 2021 through March 31, 2022, the minimum fixed charge coverage ratio shall be 1.05 to 1.00; for the fiscal quarters ending December 31, 2021 through March 31, 2022, the maximum first lien gross leverage ratio shall be 2.00 to 1.00 and the maximum total net leverage ratio shall be 3.25 to 1.00; and for the fiscal quarters ending on or after June 30, 2022, the maximum first lien gross leverage ratio shall be 1.75 to 1.00, the maximum total net leverage ratio shall be 2.75 to 1.00 and the minimum fixed charge coverage ratio shall be 1.10 to 1.00. The Company's maximum first lien gross leverage ratio was ~~1.37~~1.12 to 1.00 at ~~March 31,~~September 30, 2021. The Company's maximum total net leverage ratio was ~~1.97~~1.64 to 1.00 at ~~March 31,~~September 30, 2021. The Company's minimum fixed charge coverage ratio was ~~1.88~~1.67 to 1.00 at ~~March 31,~~September 30, 2021. ~~The~~Accordingly, the Company was in compliance with all of its financial covenants under the Senior Secured Credit Facilities as of ~~March 31,~~September 30, 2021. ~~The Company is continuing to actively monitor the effects of the ongoing COVID-~~19 ~~pandemic on its liquidity.~~

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. During the ~~three~~nine months ended ~~March 31,~~September 30, 2021, CONSOL Energy made the required repayment of approximately ~~$5 million~~$5,000 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, 2021.

At ~~March 31,~~September 30, 2021, the Revolving Credit Facility had no0 borrowings outstanding and ~~$145,656~~$159,684 of letters of credit outstanding, leaving ~~$254,344~~$240,316 of unused capacity. At December 31, 2020, the Revolving Credit Facility had 0 borrowings outstanding and $125,938 of letters of credit outstanding, leaving $274,062 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.

In November 2017, CONSOL Energy issued ~~$300 million~~$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 ~~will~~ 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 non-guarantor subsidiary of the Senior Secured Credit Facilities is the SPV, which holds the assets pledged to the Accounts Receivable Securitization Facility. The SPV had total assets of ~~$127,258~~$89,300 and $123,468, comprised mainly of ~~$126,290~~$88,496 and $122,639 trade receivables, net, as of ~~March 31,~~September 30, 2021 and December 31, 2020, respectively. Net income (loss) attributable to the SPV was ~~$1,160~~$975 and ~~$1,047~~$573 for the three months ended ~~March 31,~~September 30, 2021 and 2020, respectively, and ($1,150) and $1,932 for the nine months ended September 30, 2021 and 2020, 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 ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020, there were no borrowings or payments under the Accounts Receivable Securitization Facility. See Note 10 - Accounts Receivable Securitization for additional information. All other subsidiaries are guarantors of the Senior Secured Credit Facilities.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2021, the Company spent ~~$9,338~~$17,092 to retire ~~$10,190~~$18,040 of its outstanding 11.00% Senior Secured Second Lien Notes due in 2025 and made a required repayment of approximately ~~$5 million~~$5,000 on the TLB Facility (discussed above). During the ~~three~~nine months ended ~~March 31,~~September 30, 2020, the Company spent ~~$25,480~~$26,365 to retire ~~$43,176~~$45,176 of its outstanding 11.00% Senior Secured Second Lien Notes due in 2025. As part of these transactions, ~~$683~~ $132 was included in Loss on Debt Extinguishment on the Consolidated Statements of Income for the three months ended September 30, 2021, $657 was included in Gain on Debt Extinguishment on the Consolidated Statements of Income for the nine months ended September 30, 2021, and ~~$16,833~~$1,078 and $17,911 was included in Gain on Debt Extinguishment on the Consolidated Statements of Income for the three and ninemonths ended ~~March 31, 2021~~ ~~and~~ September 30, 2020, respectively.

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 nine months ended September 30, 2021, the Company received reimbursement for qualified expenses in the amounts of $3,657 and $25,121, respectively, which dates back to the initial inducement date in mid-2020. Additionally, the Company has $49,881 in restricted cash at September 30, 2021 associated with this financing that will be used to fund future spending on the coarse refuse disposal area.

The Company is a borrower under an asset-backed financing arrangement related to certain equipment. The equipment, which had an approximate value of ~~$2,632~~$2,267 and $2,813 at ~~March 31,~~September 30, 2021 and December 31, 2020, ~~respectfully,~~respectively, fully collateralizes the loan. As of ~~March 31,~~September 30, 2021, the total outstanding loan of ~~$2,632~~$2,267 matures in September 2024. The loan had a weighted average interest rate of 3.61% at ~~March 31,~~September 30, 2021 and December 31, 2020.

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 interest rate swaps qualify for cash flow hedge accounting treatment and as such, the change in the fair value of the interest rate swaps is recorded on the Company's Consolidated Balance Sheets as an asset or liability. The effective portion of the gains or losses is reported as a component of accumulated other comprehensive loss and the ineffective portion is reported in earnings. At ~~March 31,~~September 30, 2021 and December 31, 2020, the interest rate swap contracts were reflected in the Consolidated Balance Sheets at their fair value of $~~2,275~~1,224 and $2,834, respectively, which is recorded in Other Accrued Liabilities and Other Liabilities. The fair value of the interest rate swaps reflected an unrealized gain of ~~$414~~$390 (net of ~~$144~~$135 tax) atand an unrealized gain of $1,195 (net of $414 tax) for the ~~March 31,~~three and nine months ended September 30, 2021, respectively. The fair value of the interest rate swaps reflected an unrealized gain of $377 (net of $127 tax) and an unrealized loss of ~~$2,773~~$2,408 (net of ~~$933~~$810 tax) atfor the ~~March 31, 2020.~~ three~~The~~ and nine months ended September 30, 2020, respectively. These unrealized ~~gain (loss) is~~gains (losses) are included on the Consolidated Statements of Stockholders' Equity as part of accumulated other comprehensive loss, as well as on the Consolidated Statements of Comprehensive Income as unrealized gain (loss) on cash flow hedges. Some of the Company's interest rate swaps reached their effective date in the three and ninemonths ended ~~March 31,~~September 30, 2021 and 2020. As such, ~~a loss~~losses of ~~$532~~$565 and ~~a gain of $4 was~~$1,652 were recognized in interest expense in the Consolidated Statements of Income for the three and ninemonths ended ~~March 31,~~September 30, 2021, respectively, and losses of $575 and $1,005 were recognized in interest expense in the Consolidated Statements of Income for the three and ~~2020,~~nine months ended September 30, 2020, respectively. During 2021, notional amounts of $150,000 will become effective. Based on the fair value of the Company's cash flow hedges at ~~March 31,~~September 30, 2021, the Company expects expense of approximately ~~$1,694~~$1,015 to be reclassified into earnings in the next 12 months.

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 ~~March 31,~~September 30, 2021. 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 ~~March 31,~~September 30, 2021 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 ~~Federal Court~~ 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 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 ~~Federal Court~~ 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 ~~ongoing~~ bankruptcy proceedings, Murray unilaterally entered into a settlement with the United Mine Workers of America 1992 Benefit Plan (“1992 Plan”) to transfer retirees in the Murray Energy Section 9711 Plan ~~into~~to the 1992 ~~Plan, which~~Plan. This was approved by the bankruptcy court ~~approved~~ on April 30, 2020. ~~The~~On May 2, 2020, the 1992 Plan ~~recently~~ 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 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 ~~has~~ entered into a settlement agreement with Murray and ~~has withdrawn~~withdrew its claims in bankruptcy. See Note 2 - Major Transactions for a discussion of this settlement agreement. 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 Plan’s suit and those of any other ~~party.~~party including the Company's former parent.

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. The Company's former parent seeks indemnification from the Company under the separation and distribution agreement with regard to any costs and liabilities relating to the Letter Request. 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.

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 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 ~~March 31,~~September 30, 2021, 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. The Company’s management believes that these commitments will not have a material adverse effect on the Company’s financial condition.

Included in the above table are commitments and guarantees entered into in conjunction with the sale of Consolidation Coal Company and certain of its subsidiaries, which contain all five of its longwall coal mines in West Virginia and its river operations, to a third party. As part of the separation and distribution, the Company's former parent agreed to indemnify the Company and the Company agreed to indemnify its former parent in each case with respect to guarantees of certain equipment lease obligations that were assumed by the third party. In the event that the third party ~~would default~~defaults on the obligations defined in the agreements, the Company could be required to perform under the guarantees. As of ~~March 31,~~September 30, 2021, the Company has not been required to perform under these guarantees. The equipment lease obligations are collateralized by the underlying assets. The current maximum estimated exposure under these guarantees as of ~~March 31,~~September 30, 2021 and December 31, 2020 is believed to be approximately $7,000 and $8,000, respectively.

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.~~Consolidated Financial Statements.

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 designated as cash flow hedges of future variable interest payments. For additional information on these arrangements, refer to Note 13 - Long-Term Debt.

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 September 30, 2021, the Company held coal-related financial contracts related to a portion of its forecasted sales for an aggregate notional volume of 2.0 million metric tons, which will settle in 2022.

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.

The net amount of liability derivatives is included in Other Accrued Liabilities and Other Liabilities in the accompanying Consolidated Balance Sheets.

Currently, the Company does not seek cash flow hedge accounting treatment for its coal-related derivative financial instruments and therefore, changes in fair value are reflected in current earnings. During the three and nine months ended September 30, 2021, the Company recognized unrealized losses on its coal-related derivatives of $147,306 and $167,743, respectively. These unrealized losses are included in Unrealized Loss on Commodity Derivative Instruments 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.

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), 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 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. 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. ~~The significant unobservable inputs used in the fair value measurement of the Company’s~~ ~~third~~~~-party guarantees are the credit risk of the~~ ~~third~~~~-party and the~~ ~~third~~-party surety bond markets. A significant increase or decrease in these values, in isolation, would have a directionally similar effect resulting in higher or lower fair value measurement of the Company’s Level 3 ~~guarantees.~~

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:

(1~~) Interest rate swaps are valued based on observable market swap rates and are classified within Level~~ 2 ~~of the fair value hierarchy.~~

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:

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.

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 consists of 2two 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 ~~thermal~~bituminous coal, sold primarily to power generators, industrial end-users ~~power generators~~ and metallurgical end-users. The CONSOL Marine Terminal provides coal export terminal services through the Port of Baltimore. Selling, 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, closed and idle 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 ~~are~~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 measure the operating performance of its segments and 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.

The CONSOL Marine Terminal has been disclosed in CONSOL Energy’s Other segment during prior years due to its ~~relative~~relatively small contribution to the Company’s Adjusted ~~EBITDA.~~EBITDA during those periods. The recent COVID-19 pandemic negatively impacted the Company’s 2020 financial performance and influenced its outlook with respect to the importance of coal exports. Effective December 31, 2020, the Company disclosed the CONSOL Marine Terminal in a separate reportable segment due to its increased contribution to Adjusted EBITDA as well as the increased reliance on coal exports serviced by the CONSOL Marine Terminal in accordance with how the Company's chief operating decision maker receives and reviews financial information. The Company has revised the consolidated segment information for all periods presented in this Quarterly Report on Form 10-Q to reflect this reclassification.

~~Industry~~Reportable segment results for the three months ended ~~March 31,~~September 30, 2021 are:

~~Industry~~Reportable segment results for the three months ended ~~March 31,~~September 30, 2020 are:

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

~~(A)~~ Reportable segment results for the nine months ended September 30, 2020 are:

For the three and ninemonths ended ~~March 31,~~September 30, 2021 and 2020, the ~~PAMC segment~~Company's reportable segments had revenues from the following customers, each comprising over 10% of the Company's total sales:

*Revenues from ~~this customer~~these customers during the ~~three~~ ~~months ended~~ ~~March 31, 2020~~ periods presented were less than 10% of the Company's total sales.

On December 30, 2020, CONSOL Energy completed the acquisition of all of the outstanding common units of CONSOL Coal Resources, and CONSOL Coal Resources became the Company's indirect wholly-owned subsidiary (see Note 2 - Major Transactions). In connection with the closing of the CCR Merger, CONSOL Energy issued 7,967,690 shares of its common stock to acquire the 10,912,138 common units of CCR held by third-party CCR investors at a fixed exchange ratio of 0.73 shares of CEIX common stock for each CCR unit, for total implied consideration of $51,710.

Prior to the CCR Merger, CONSOL Energy, certain of its subsidiaries and the Partnership were party to various agreements, including an Omnibus Agreement dated September 30, 2016, as amended on November 28, 2017, and an Affiliated Company Credit Agreement. Under the Omnibus Agreement, CONSOL Energy provided the Partnership with certain services in exchange for payments by the Partnership for those services. In connection with the closing of the CCR Merger, the Affiliated Company Credit Agreement was terminated, all obligations and guarantees thereunder repaid and discharged and all liens granted in connection therewith released. In connection with the termination of the Affiliated Company Credit Agreement and in exchange for, and in satisfaction of, payment of the outstanding balance of approximately $176,535 thereunder, CCR issued 37,322,410 CCR common units to the Company.

Charges for services from the Company to CCR prior to the CCR Merger include the following:

Operating and Other Costs included pension service costs and insurance expenses. Selling, General and Administrative Costs included charges for incentive compensation, an annual administrative support fee and reimbursement for the provision of certain management and operating services provided by the Company.

In December 2017, CONSOL Energy’s Board of Directors approved a program to repurchase, from time to time, the Company's outstanding shares of common stock or its 11.00% Senior Secured Second Lien Notes due 2025. Since its inception, the Company's Board of Directors has subsequently amended the program several times, the most recent of which ~~approved a $270 million stock~~amendment in April 2021 raised the aggregate limit of the Company's repurchase authority to $320,000 and ~~debt repurchase~~extended the program ~~which terminates on~~until ~~June 30,~~December 31, 2022.

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 TMA, and is subject to market conditions and other factors.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020, the Company spent ~~$9,338~~$17,092 to retire ~~$10,190~~$18,040 and spent ~~$25,480~~$26,365 to retire ~~$43,176~~$45,176 of its 11.00% Senior Secured Second Lien Notes due 2025, respectively. NaN shares of common ~~shares~~stock were repurchased under this program during the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020.

On ~~April 13, 2021,~~ tax-exempt solid waste disposal revenue bonds in the amount of $75 million were issued through the Pennsylvania Economic Development Financing Authority (PEDFA). The bonds will have a 30-year maturity and were priced in an initial 7-year term rate period with an interest rate of 9.0 percent. The proceeds will be used to finance the already ongoing expansion of the coal refuse disposal areas at the Company's Bailey Preparation Plant in Graysville, PA, which will support current and future mining at the PAMC.

On ~~April 28, 2021,~~ 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 $50 million, bringing the total amount of the Company's stock and debt repurchase program to $320 million. The Company's Board of Directors also approved extending the termination date of the program from ~~June 30, 2022~~ to ~~December 31, 2022.~~ ~~The program's available capacity as of~~ ~~May 4, 2021~~ ~~is approximately $132 million.~~

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, 2020 included in CONSOL Energy Inc.'s Form 10-K, filed on February 12, 2021. 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.

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. ~~In response to two employees testing positive for COVID-19, the Company temporarily curtailed production at the Bailey Mine for two weeks at the end of March 2020.~~ 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 without production curtailment.~~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.

Over the past several quarters, the general business environment has improved, resulting in higher demand for our product as government-imposed shut-downs 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 and state 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.

Additionally, while many government-imposed shut-downs of non-essential businesses in the United States and abroad have been phased out, there is a possibility that such shut-downs may be reinstated. Depressed demand for our coal may also result from a general recession or reduction in overall business activity caused by COVID-19. We are considered a critical infrastructure company by the U.S. Department of Homeland Security. As a result, we were exempt from Pennsylvania Governor Tom Wolf's executive order, issued in March 2020, closing all businesses that are not life sustaining until Pennsylvania's phased reopening, which began in the second quarter of 2020. COVID-19 led to an unprecedented decline in coal demand that began in the first quarter of 2020 and hit its lowest point in May ~~2020 and has improved through the first quarter of 2021.~~

While some government-imposed shut-downs of non-essential businesses in the United States and abroad have been phased out, there is a possibility that such shut-downs may be reinstated after being lifted as COVID-19 continues to spread. Depressed demand for our coal may also result from a general recession or reduction in overall business activity caused by COVID-19. Additionally, some of our customers have already attempted, and may in the future attempt, to invoke force majeure or similar provisions in the contracts they have in place with us in order to avoid taking possession of and paying us for our coal that they are contractually obligated to purchase. A decrease in demand for our coal and the failure of our customers to purchase coal from us that they are obligated to purchase pursuant to existing contracts would have a material adverse effect on our results of operations and financial condition. The extent to which COVID-19 may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, including new information concerning the severity of the outbreak, 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 negatively impact our results of operations, cash flows and financial condition. The Company will continue to take steps it believes are appropriate to mitigate the impacts of COVID-19 on its operations, liquidity and financial condition.2020.

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. We are also expanding into the metallurgical coal market through the development of our Itmann Mine in West Virginia, which we expect to be fully operational following construction of a preparation plant near the mine site, which is planned for completion during the second half of 2022.

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, ~~as well as~~industrial and thermal applications. We take advantage of these desirable quality characteristics and our extensive logistical network, which is directly served by both the Norfolk Southern and 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 afforded by the CONSOL Marine Terminal to export our coal to industrial, power generation and metallurgical end-users globally.

Our operations, including the PAMC and the CONSOL Marine Terminal, have consistently generated strong cash flows, even ~~through~~throughout the COVID-19 pandemic. As of December 31, 2020, the PAMC controls 657.9 million tons of high-quality Pittsburgh seam reserves, enough to allow for more than 20 years of full-capacity production. In addition, we own or control approximately 1.5 billion tons of Greenfield Reserves 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.

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 which include the Bailey, Enlow Fork and Harvey mines, produce coal from the Pittsburgh No. 8 Coal Seam using longwall mining, a highly automated underground mining technique that produces large volumes of coal at lower costs compared to alternative mining methods. These three mines 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. ~~The~~To our knowledge, the PAMC is the most productive and efficient coal mining complex in NAPP. For the year ending December 31, 2020, productivity averaged 7.21 tons of coal per employee hour, compared with an average of 4.90 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.

Coal from the PAMC is versatile in that it can be sold either domestically or abroad, in industrial applications and power generation or as a crossover product in the high-volatile metallurgical coal market. ~~During~~Our marketing team sold 5.4 million tons of coal during the ~~first~~third quarter of 2021 at an average revenue per ton of $47.46, compared to 4.5 million tons at an average revenue per ton of $40.55 in the year-ago period. Demand for our product has remained robust and was improved compared to the prior-year quarter, which was impacted by the COVID-19 demand decline in early 2020.

In the domestic market, the pricing environment continued to significantly improve during the third quarter of 2021 due to higher natural gas prices, constrained coal supply and economic recovery. The higher natural gas prices have led to a larger percentage of generation coming from coal-fired power plants, and as such, we ~~were successful~~believe that coal inventories are on the decline and will continue to decline if alternative fuel costs remain elevated. Consistent with these trends, the majority of our domestic customer stockpiles are below target levels for this time of year. As such, we have seen domestic customer demand increase and have remained opportunistic in securing additional coal sales contracts for 2022 and 2023, bringing our contracted ~~position~~positions for those years to ~~20.5~~20.2 million and 5.8 million tons, ~~for~~respectively.

On the export front, seaborne thermal coal markets continued to strengthen throughout the third quarter of 2021. API2 spot prices continued to move substantially higher in the third quarter of 2021, ~~and 5.6 million tons for 2022.~~ ending the third quarter of 2021 improved 193% compared to the third quarter of 2020.

(1) Average cash cost of coal sold per ton is a non-GAAP financial measure. 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.

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, sales volumes and average revenue per ton; (ii) cost of coal sold, a non-GAAP financial measure; (iii) cash cost of coal sold, a non-GAAP financial measure; (iv) average cash cost of coal sold per ton, a non-GAAP financial measure; (v) average margin per ton sold, an operating ratio derived from non-GAAP financial measures; ~~(v)~~(vi) average cash margin per ton sold, an operating ratio derived from non-GAAP financial measures; and ~~(vi)~~(vii) adjusted EBITDA, a non-GAAP financial measure.

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 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. 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:

These non-GAAP financial measures should not be considered an alternative to total costs, total coal revenue, net income, operating cash flow 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.

We evaluate our cost of coal sold and cash cost of coal sold on an aggregate 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. ~~Our costs exclude~~Cost of coal sold excludes any indirect costs, such as selling, general and administrative costs, freight expenses, 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, ~~and~~ 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 of cost of coal sold, ~~and~~ 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)~~thousands, except per ton information).

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

The following table presents a reconciliation of 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).

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 ~~long-term incentive awards.~~stock-based compensation and unrealized loss on commodity derivative instruments. The GAAP measure most directly comparable to adjusted EBITDA is net income (loss).

Three Months Ended ~~March 31,~~September 30, 2021 Compared with the Three Months Ended ~~March 31,~~September 30, 2020

Net ~~Income~~Loss Attributable to CONSOL Energy Inc. ~~Shareholders~~Stockholders

CONSOL Energy reported a net ~~income~~loss attributable to CONSOL Energy Inc. ~~shareholders~~stockholders of ~~$26~~$114 million for the three months ended ~~March 31,~~September 30, 2021, compared to $2a net loss attributable to CONSOL Energy stockholders of $7 million for the three months ended ~~March 31,~~September 30, 2020.

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, closed mine activities, selling, general and administrative activities, interest expense and income taxes, as well as various other non-operated activities.

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

The PAMC division had ~~earnings~~a loss before income tax of ~~$42~~$131 million for the three months ended ~~March 31,~~September 30, 2021, compared to ~~earnings~~a loss before income tax of ~~$11~~$7 million for the three months ended ~~March 31,~~September 30, 2020. Included in the 2021 loss before income tax was an unrealized loss on commodity derivative instruments of $147 million (see Note 15 - Derivatives). Variances are discussed below.

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

Coal production was ~~7.0~~5.3 million tons for the three months ended ~~March 31,~~September 30, 2021, compared to ~~6.0~~4.5 million tons for the three months ended ~~March 31,~~September 30, 2020. ~~Coal~~The PAMC's coal production increased ~~at the Bailey and Harvey mines~~ primarily due to improved demand for the Company's coal. ~~This increase was offset, in part, by a decrease in coal production at the Enlow Fork mine due to operating only one of its two longwalls for the majority of the three months ended March 31, 2021.~~ Overall demand for the Company's coal during the three months ended ~~March 31,~~September 30, 2020 was negatively impacted by the COVID-19 ~~pandemic. However, demand~~pandemic, which resulted in the temporary idling of certain longwalls. Demand has steadily improved since the low point in the second quarter of ~~2020. The first quarter of 2021 contained no longwall moves,~~2020, which has allowed the Company to ~~match~~increase the production at its mines. However, production during the three months ended September 30, 2021 was negatively impacted by acute operational and geological issues, which were mitigated in the fourth quarter of 2021, coupled with ~~demand.~~transportation delays and a planned maintenance shutdown.

The PAMC division's coal revenue and cost components on a per unit basis for the three months ended ~~March 31,~~September 30, 2021 and 2020 are detailed in the table below. The PAMC division's operations also include various costs such as selling, general and administrative, freight and other costs not included in the unit cost analysis because these costs are not directly associated with coal production.

(1) Average cash cost of coal sold per ton and average cost of coal sold per ton are non-GAAP measures, and 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 was ~~$284~~$256 million for the three months ended ~~March 31,~~September 30, 2021, compared to ~~$255~~$184 million for the three months ended ~~March 31,~~September 30, 2020. ~~Total tons sold increased in~~After a steep decline during the ~~period-to-period comparison primarily due to a significant improvement in~~initial part of 2020, demand for the Company's coal ashas improved throughout the COVID-19 pandemic. As a result, ~~of improved weather, natural gas prices~~the Company realized higher pricing on both its export contracts and ~~tightness~~contracts that contain positive electric power-price adjustments, as well as an increase in the ~~supply~~volume of ~~NAPP coal. During~~coal sold in the three months ended ~~March 31, 2020 a warmer than normal winter followed by~~September 30, 2021 compared to the ~~COVID-19 pandemic, and in response, the widespread government-imposed shut-downs significantly reduced electricity consumption and, therefore, demand for the Company's coal.~~three months ended September 30, 2020.

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 ~~$27~~$19 million for the three months ended ~~March 31,~~September 30, 2021, compared to $3$13 million for the three months ended ~~March 31,~~September 30, 2020. The ~~$24~~$6 million increase was due to increased shipments to customers where the Company was contractually obligated to provide transportation services.

~~Miscellaneous Other Income~~Unrealized Loss on Commodity Derivative Instruments

The ~~$11 million decrease in miscellaneous other income was the result of customer contract buyouts~~recent increase in the ~~three months ended March 31, 2020, none~~API2 coal markets resulted in unrealized mark-to-market losses of ~~which occurred~~$147 million during the three months ended ~~March 31, 2021.~~September 30, 2021 related to the Company's commodity derivative contracts.

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 costs of coal sold include items such as direct operating costs, royalties and production taxes, direct administration costs and depreciation, depletion, and amortization costs on production assets. Total cost of coal sold was ~~$219~~$214 million for the three months ended ~~March 31,~~September 30, 2021, or ~~$18~~$38 million ~~lower~~higher than the ~~$237~~$176 million for the three months ended ~~March 31,~~September 30, 2020. Average cost of coal sold per ton was ~~$31.85~~$39.71 for the three months ended ~~March 31,~~September 30, 2021, compared to ~~$40.04~~$38.70 for the three months ended ~~March 31,~~September 30, 2020. The ~~decrease~~increase in the total cost of coal sold ~~and~~was primarily driven by increased production activity during the three months ended September 30, 2021, mainly in response to an improvement in demand for the Company's coal. Additionally, the average cost of coal sold per ton was ~~primarily driven by tight cost control measures, no longwall moves~~higher in the three months ended ~~March 31,~~September 30, 2021 ~~compared to one longwall move during~~than in the three months ended ~~March 31,~~September 30, 2020 ~~as well as a significant improvement~~due to the unforeseen acute operational and geological challenges experienced in the ~~Company's operating leverage, as production volumes increased~~current period, which weighed on production. These challenges were mitigated in the fourth quarter of 2021 and are expected to ~~match demand.~~have minimal impact on future periods.

The amount of selling, general and administrative costs related to the PAMC division ~~was $19~~were $18 million for the three months ended ~~March 31,~~September 30, 2021, compared to ~~$14~~$9 million for the three months ended ~~March 31,~~September 30, 2020. The $5$9 million increase in the period-to-period comparison was primarily related to ~~higher~~increased expense under the long-term and short-term incentive compensation plans earned in the three months ended ~~March 31,~~September 30, 2021, due to the Company achieving certain financial metrics, as well as a substantial increase in the Company's share price, compared to the three months ended ~~March 31,~~September 30, 2020.

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

The CONSOL Marine Terminal division had earnings before income tax of $9$5 million for the three months ended ~~March 31,~~September 30, 2021 compared to earnings before income tax of $8 million for the three months ended ~~March 31,~~September 30, 2020.

~~Overall earnings before income tax were consistent~~Throughput tons in the ~~period-to-period comparison.~~ three months ended September 30, 2021 were 2.8 million tons, compared to 2.0 million tons in the three months ended September 30, 2020. This increase was primarilydue to the prior year impact of COVID-19 on demand. However, terminal revenue during the three months ended September 30, 2020 included revenues from a take-or-pay contract for volumes in excess of actual throughput tons. This contract expired on December 31, 2020 and was not renewed. As a result, there was no additional revenue for unused contracted capacity in the three months ended September 30, 2021.

The other division includes revenue and expenses from various corporate and diversified business activities that are not allocated to the PAMC or the CONSOL Marine Terminal divisions. The diversified business activities include the development of the Itmann Mine, the Greenfield Reserves, closed mine activities, selling, 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 ~~$20~~$28 million for the three months ended ~~March 31,~~September 30, 2021, compared to a loss before income tax of ~~$15~~$4 million for the three months ended ~~March 31,~~September 30, 2020. Variances are discussed below.

Coal revenue consists of the sale of coal mined during the development of the Itmann Mine located in Wyoming County, West Virginia.

Miscellaneous other income was $2$3 million for the three months ended ~~March 31,~~September 30, 2021, compared to $5$21 million for the three months ended ~~March 31,~~September 30, 2020. The change is due to the following items:

~~Royalty~~The decrease in income ~~- non-operated~~resulting from the sale of certain coal ~~decreased~~lease contracts is attributable to one of several transactions completed in the ~~period-to-period comparison due~~three months ended September 30, 2020 related to ~~a decline in~~ the ~~revenues earned as a result~~Company's non-operating surface and mineral assets outside of ~~less operating activity by third-party companies mining in reserves~~the PAMC. These transactions helped to ~~which we have a royalty claim.~~enhance the Company's liquidity and improve its financial flexibility.

Gain on sale of assets ~~increased $7~~decreased $8 million in the period-to-period comparison primarily due to the sale of various gas wells and the related equipment during the three months ended ~~March 31, 2021.~~September 30, 2020.

Operating and other costs were ~~$11~~$13 million for the three months ended ~~March 31,~~September 30, 2021, compared to $15 million for the three months ended ~~March 31,~~September 30, 2020. Operating and other costs decreased in the period-to-period comparison due to the following items:

Employee-Related Legacy Liability Expense decreased $5 million in the period-to-period comparison primarily due to changes in actuarial assumptions made at the beginning of each year. See Note 5 - Components of Pension and Other ~~Postretirement Benefits~~Post-Employment Benefit (OPEB) Plans Net Periodic Benefit Costs and Note 6 - Components of Coal Workers' Pneumoconiosis (CWP) and Workers' Compensation Net Periodic Benefit Costs in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.

Depreciation, depletion and amortization remained materially consistent in the period-to-period comparison. ~~The change is due to current quarter adjustments to the Company's asset retirement obligations based on current projected cash outflows.~~

Selling, general and administrative costs are allocated to the Company's Other division based on a percentage of resources utilized, a percentage of total revenue and a percentage of total projected capital expenditures. ~~Selling, General and Administrative Costs remained materially consistent~~The increase of $2 million is a result of increases in the ~~period-to-period comparison.~~portion of selling, general and administrative expenses allocated to the Other division due to an increase of resources utilized at the Itmann Mine, closed mines and in other business development activities as compared to the prior year.

Gain on debt extinguishment of $1 million ~~and $17 million~~ was recognized in the three months ended ~~March 31, 2021 and March 31,~~September 30, 2020 ~~respectively,~~ due to the open market repurchases of the Company's 11.00% Senior Secured Second Lien Notes due 2025.

~~Interest expense, net of amounts capitalized, is comprised of interest on the Company's Senior Secured Credit Facilities and the 11.00% Senior Secured Second Lien Notes due 2025.~~ Interest expense, net of amounts capitalized, remained materially consistent in the period-to-period comparison.

Nine Months Ended September 30, 2021 Compared with the Nine Months Ended September 30, 2020

CONSOL Energy reported a net loss attributable to CONSOL Energy Inc. stockholders of $83 million for the nine months ended September 30, 2021, compared to a net loss attributable to CONSOL Energy Inc. stockholders of $23 million for the nine months ended September 30, 2020.

The PAMC division'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 division also includes selling, general and administrative costs, as well as various other activities assigned to the PAMC division, but not included in the cost components on a per unit basis.

The PAMC division had a loss before income tax of $82 million for the nine months ended September 30, 2021, compared to a loss before income tax of $18 million for the nine months ended September 30, 2020. Included in the 2021 loss before income tax was an unrealized loss on commodity derivative instruments of $168 million (see Note 15 - Derivatives). Variances are discussed below.

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

Coal production was 18.2 million tons for the nine months ended September 30, 2021, compared to 12.9 million tons for the nine months ended September 30, 2020. The PAMC's coal production increased primarily due to improved demand for the Company's coal. Overall demand for the Company's coal during the nine months ended September 30, 2020 was negatively impacted by the COVID-19 pandemic, which resulted in the temporary idling of longwalls. Demand has steadily improved since the low point in the second quarter of 2020, which has allowed the Company to significantly increase production at its mines.

The PAMC division's coal revenue and cost components on a per unit basis for the nine months ended September 30, 2021 and 2020 are detailed in the table below. The PAMC division's operations also include various costs such as selling, general and administrative, freight and other costs not included in the unit cost analysis because these costs are not directly associated with coal production.

⁽¹⁾Average cash cost of coal sold per ton and average cost of coal sold per ton are non-GAAP measures, and 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 was $799 million for the nine months ended September 30, 2021, compared to $542 million for the nine months ended September 30, 2020. Total tons sold increased in the period-to-period comparison primarily due to a significant improvement in demand for the Company's coal as a result of the lifting of COVID-19 restrictions and improving domestic and international energy market dynamics. During the nine months ended September 30, 2020, a warmer-than-normal winter followed by the COVID-19 pandemic, and in response, the widespread government-imposed shut-downs, significantly reduced electricity consumption and, therefore, demand for the Company's coal.

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 $72 million for the nine months ended September 30, 2021, compared to $19 million for the nine months ended September 30, 2020. The $53 million increase was due to increased shipments to customers where the Company was contractually obligated to provide transportation services.

During the second quarter of 2021, the Company initiated a targeted commodity price hedging strategy, layering in 2.0 million metric tons of commodity derivative contracts in the API2 market. The continued API2 pricing increase throughout the second and third quarters of 2021 resulted in mark-to-market unrealized losses of $168 million.

Miscellaneous other income decreased $40 million in the period-to-period comparison primarily due to $41 million of customer contract buyouts in the nine months ended September 30, 2020, none of which occurred during the nine months ended September 30, 2021.

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 costs of coal sold include items such as direct operating costs, royalties and production taxes, direct administration costs and depreciation, depletion, and amortization costs on production assets. Total cost of coal sold was $645 million for the nine months ended September 30, 2021, or $143 million higher than the $502 million for the nine months ended September 30, 2020. Average cost of coal sold per ton was $35.53 for the nine months ended September 30, 2021, compared to $39.25 for the nine months ended September 30, 2020. The increase in the total cost of coal sold was primarily driven by increased production activity during the nine months ended September 30, 2021, mainly in response to a significant improvement in demand for the Company's coal. On a per unit basis, the increased production resulted in an overall decrease in the average cost of coal sold per ton. The Company operated at reduced production levels during the nine months ended September 30, 2020 due to the peak of the COVID-19 demand decline and government-imposed lockdowns that occurred during the second quarter of 2020.

Other costs include items that are assigned to the PAMC division but are not included in unit costs, such as idle mine costs, coal reserve holding costs and purchased coal costs. Total other costs decreased $54 million in the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The decrease was primarily attributable to the non-recurrence of the costs of temporarily idling the longwalls at the Bailey and Enlow Fork mines during the nine months ended September 30, 2020 due to the COVID-19 pandemic and, in response, the widespread government-imposed shutdowns, which significantly reduced electricity consumption and industrial activity and, therefore, demand for the Company's coal.

The amount of selling, general and administrative costs related to the PAMC division were $56 million for the nine months ended September 30, 2021, compared to $31 million for the nine months ended September 30, 2020. The $25 million increase in the period-to-period comparison was primarily related to increased expense under the Company's long-term and short-term incentive compensation plans earned in the nine months ended September 30, 2021, due to the Company achieving certain financial metrics, as well as a substantial increase in the Company's share price, compared to the nine months ended September 30, 2020.

The CONSOL Marine Terminal division had earnings before income tax of $22 million for the nine months ended September 30, 2021, compared to earnings before income tax of $24 million for the nine months ended September 30, 2020.

Throughput tons in the nine months ended September 30, 2021 were 10.7 million tons, compared to 7.0 million tons in the nine months ended September 30, 2020. This increase was primarily due to the COVID-related demand decline that impacted part of 2020. However, terminal revenue during the nine months ended September 30, 2020 included revenues from a take-or-pay contract for volumes in excess of actual throughput tons. This contract expired on December 31, 2020 and was not renewed. As a result, there was no additional revenue for unused contracted capacity in the nine months ended September 30, 2021.

Other business activities had a loss before income tax of $67 million for the nine months ended September 30, 2021, compared to a loss before income tax of $34 million for the nine months ended September 30, 2020. Variances are discussed below.

Coal revenue consists of the sale of coal mined during the development of the Itmann Mine located in Wyoming County, West Virginia.

Miscellaneous other income was $7 million for the nine months ended September 30, 2021, compared to $30 million for the nine months ended September 30, 2020. The change is due to the following items:

Royalty income - non-operated coal decreased in the period-to-period comparison due to a decline in the revenues earned as a result of less operating activity by third-party companies mining in reserves to which we have a royalty claim.

The decrease in income resulting from the sale of certain coal lease contracts is attributable to one of several transactions completed in the nine months ended September 30, 2020 related to the Company's non-operating surface and mineral assets outside of the PAMC. These transactions helped to enhance the Company's liquidity and improve its financial flexibility.

Gain on sale of assets decreased $5 million in the period-to-period comparison primarily due to the sale of various gas wells and the related equipment during both periods.

Operating and other costs were $30 million for the nine months ended September 30, 2021, compared to $44 million for the nine months ended September 30, 2020. Operating and other costs decreased in the period-to-period comparison due to the following items:

Employee-Related Legacy Liability Expense decreased $13 million in the period-to-period comparison primarily due to changes in actuarial assumptions made at the beginning of each year. See Note 5 - Components of Pension and Other Post-Employment Benefit (OPEB) Plans Net Periodic Benefit Costs and Note 6 - Components of Coal Workers' Pneumoconiosis (CWP) and Workers' Compensation Net Periodic Benefit Costs in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.

Depreciation, depletion and amortization remained materially consistent in the period-to-period comparison.

Selling, general and administrative costs are allocated to the Company's Other division based on a percentage of resources utilized, a percentage of total revenue and a percentage of total projected capital expenditures. The increase of $4 million is a result of increases in the portion of selling, general and administrative expenses allocated to the Other division due to an increase of resources utilized at the Itmann Mine, closed mines and in other business development activities as compared to the prior year.

Gain on debt extinguishment of $18 million was recognized in the nine months ended September 30, 2020 due to the open market repurchases of the Company's 11.00% Senior Secured Second Lien Notes due 2025.

Interest expense, net of amounts capitalized, increased in the period-to-period comparison primarily due to interest incurred on the Pennsylvania Economic Development Financing Authority tax-exempt solid waste disposal revenue bonds issued in the second quarter of 2021. This was partially offset by the Company's continued de-leveraging efforts throughout the nine months ended September 30, 2021.

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), the proceeds of the sale of the PEDFA Bonds loaned to us and, if necessary, the ability to issue additional equity or debt securities. The Company believes that cash generated from these sources should 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.

The demand for coal experienced an unprecedented decline, ~~toward the end of the first quarter of 2020,~~ but has ~~steadily~~substantially improved since the significant COVID-related demand trough in the second quarter of 2020. During the ~~first~~third quarter of 2021, the Company made principal repayments or repurchases of ~~$9 million,~~ $6 million, $9$13 million, $3 million and $6$1 million on its finance leases and asset-backed financing arrangements, Term Loan A Facility, 11.00% Senior Secured Second Lien Notes and Term Loan B Facility, respectively. As of ~~March 31,~~September 30, 2021, we have no borrowings outstanding under our $400 million revolving credit facility ~~has no borrowings~~ and the facility is currently only used for providing letters of credit, with ~~$146~~$160 million issued. On April 13, 2021, the Company ~~executed~~borrowed the proceeds of the sale of $75 million of tax-exempt solid waste disposal revenue bonds ~~to be~~ issued through the Pennsylvania Economic Development Financing Authority (“PEDFA”). The bonds ~~will~~ have a 30-year maturity and were priced in an initial 7-year term rate period with an interest rate of ~~9.0 percent.~~9.0%.

While ~~some~~many government-imposed shut-downs of non-essential businesses in the United States and abroad have been phased out, there is a possibility that additional shut-downs may be reinstated if ~~COVID-19 continues to spread.~~the severity of the pandemic grows. Depressed demand for our coal may also result from a general recession or reduction in overall business activity caused by COVID-19. Additionally, some of our customers have already attempted, and may in the future attempt, to invoke force majeure or similar provisions in the contracts they have in place with us in order to avoid taking possession of and paying us for our coal that they are contractually obligated to purchase. A decrease in demand for our coal, ~~and~~ 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. The extent to which COVID-19 may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, including new information concerning the severity of the outbreak, 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 negatively impact our results of operations, cash flows and financial condition. The Company will continue to take steps it believes are appropriate to mitigate the impact of COVID-19 on its operations, liquidity and financial condition.

The Company expects to maintain adequate liquidity through its operating cash flow and revolving credit facility to fund its working capital and capital expenditures ~~requirements.~~requirements for at least the twelve months from the date of this Quarterly Report on Form 10-Q. The Company's cash flow from operations in the ~~first~~third quarter of 2021 was supported by its contracted position, strong spot market activity and its ongoing cost and capital control measures. The Company started experiencing some delays in collections of accounts receivable in the second half of 2019. This trend has been improving over the past several quarters. However, if these delays continue or increase, the Company may have less cash flow from operations and may have less borrowing capacity under its securitization facility (under which borrowing capacity is based on certain current accounts receivable).

The Company started a capital construction project on the coarse refuse disposal area in 2017, which is expected to continue through ~~2021.~~2023. 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 third quarter of 2021, the Company received reimbursement for qualified expenses from restricted cash held in escrow in the amount of $25 million, which dates back to the initial inducement date in mid-2020. The Company has $50 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 ~~upon completion~~following construction of a ~~new~~ preparation ~~plant.~~plant near the mine site, which is planned for completion during the second half of 2022. When fully operational, the Company anticipates ~~producing~~ approximately 900 thousand product tons per year of high-quality, low-vol coking coal ~~capacity.~~production from the Itmann Mine. The Company has also expanded the capacity of the preparation plant being constructed to include a highly efficient rail loadout and the capability for processing up to an additional 750 thousand to 1 million third-party product tons annually. This third-party processing revenue is expected to provide an additional avenue of growth for the Company.

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, ~~due to declines in the Company's stock price,~~ less availability and higher costs of additional credit and potential counterparty ~~defaults, and commercial bank failures. Financial~~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 year, 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. 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 to mitigate the pricing volatility and secure future cash flows for a portion of 2022 export sales. These swap arrangements mitigate the pricing volatility inherent in the Company's physical contracts which contain variable pricing and the Company's spot export business.

The Company is continuing to actively monitor the effects of the ongoing COVID-19 pandemic on its liquidity and capital resources. As disclosed previously and above, 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. However, if the demand for our coal decreases, this could adversely affect our liquidity in future quarters. Our Revolving Credit Facility, Term Loan A Facility, Term Loan B Facility, Securitization Facility and the Indenture entered into in connection with our 11.00% Senior Secured Second Lien Notes due 2025 (collectively, the “Credit Facilities”) contain certain financial covenants. Events resulting from the effects of COVID-19 may negatively impact our liquidity and, as a result, our ability to comply with these covenants, which were amended during the second quarter of 2020. These events could lead us to seek further amendments or waivers from our lenders, limit access to or require accelerated repayment of amounts borrowed under the Credit Facilities, or require us to pursue alternative financing. We have no assurance that any such alternative financing, if required, could be obtained at terms acceptable to us, or at all, as a result of the effects of COVID-19 on capital markets at such time.

Cash provided by operating activities increased ~~$27~~$191 million in the period-to-period comparison, primarily due to a ~~$24~~$92 million increase in ~~net income, a $16 million change in gain on debt extinguishment and~~Adjusted EBITDA, as well as other working capital changes that occurred throughout both periods.

Cash used in investing activities ~~decreased $22~~was $92 million infor the ~~period-to-period comparison.~~nine months ended September 30, 2021 compared to $57 million for the nine months ended September 30, 2020. Capital expenditures increased $37 million primarily due to an early buyout of an existing operating lease for a set of longwall shields and the construction of a preparation plant near the Itmann Mine. The ~~decrease is primarily attributable to a $13 million decrease~~increase in capital expenditures aswas partially offset by a ~~result of cost control measures put into place by management and an $8~~$3 million increase in proceeds from the sale of assets due to equipment sales and the sale of various gas wells ~~during the three months ended March 31, 2021.~~that occurred throughout both periods. Further details regarding the Company's capital expenditures are set forth below.

Cash ~~used in~~flows from financing activities increased $6$63 million in the period-to-period ~~comparison. During~~comparison, primarily driven by the ~~three~~receipt of $75 million in proceeds loaned to the Company from the issuance of Pennsylvania Economic Development Financing Authority tax-exempt solid waste disposal revenue bonds during the nine months ended ~~March 31, 2021, total~~September 30, 2021. This was offset, in part, by an increase in net payments ~~of $30 million were made~~ on indebtedness in the period-to-period comparison due to the Company's ~~finance leasing arrangements, Term Loan A Facility, Term Loan B Facility and 11.00% Senior Secured Second Lien Notes.~~

During the three months ended March 31, 2020, total payments of $35 million were made on the Company's finance leasing arrangements, Term Loan A Facility, Term Loan B Facility and 11.00% Senior Secured Second Lien Notes. The Company also received proceeds of approximately $16 million related to a finance leasing arrangement in the three months ended March 31, 2020.ongoing de-leveraging efforts.

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 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 June 5, 2020, the Company amended the Senior Secured Credit Facilities (the “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. Borrowings under the Company's Senior Secured Credit Facilities bear interest at a floating rate which can be, at the Company's option, either (i) LIBOR 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 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 and TLA Facilities is March 28, 2023. 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, with the remaining balance 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 limited partner units of the Partnership held by the Company, (iii) the equity interests in ~~CONSOL Coal Resources GP LLC~~the general partner held by the Company, (iv) the CONSOL Marine Terminal, (v) the Itmann Mine, and (vi) the 1.5 billion tons of Greenfield Reserves. 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 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 and the TLA Facility also include 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, 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 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 for the fiscal quarters ending June 30, 2020 through March 31, 2021, the maximum first lien gross leverage ratio shall be 2.50 to 1.00, the maximum total net leverage ratio shall be 3.75 to 1.00, and the minimum fixed charge coverage ratio shall be 1.00 to 1.00; for the fiscal quarters ending June 30, 2021 through September 30, 2021, the maximum first lien gross leverage ratio shall be 2.25 to 1.00 and the maximum total net leverage ratio shall be 3.50 to 1.00; for the fiscal quarters ending June 30, 2021 through March 31, 2022, the minimum fixed charge coverage ratio shall be 1.05 to 1.00; for the fiscal quarters ending December 31, 2021 through March 31, 2022, the maximum first lien gross leverage ratio shall be 2.00 to 1.00 and the maximum total net leverage ratio shall be 3.25 to 1.00; and for the fiscal quarters ending on or after June 30, 2022, the maximum first lien gross leverage ratio shall be 1.75 to 1.00, the maximum total net leverage ratio shall be 2.75 to 1.00 and the minimum fixed charge coverage ratio shall be 1.10 to 1.00. The Company's maximum first lien gross leverage ratio was ~~1.37~~1.12 to 1.00 at ~~March 31,~~September 30, 2021. The Company's maximum total net leverage ratio was ~~1.97~~1.64 to 1.00 at ~~March 31,~~September 30, 2021. The Company's minimum fixed charge coverage ratio was ~~1.88~~1.67 to 1.00 at ~~March 31,~~September 30, 2021. ~~The~~Accordingly, the Company was in compliance with all of its financial covenants under the Senior Secured Credit Facilities as of ~~March 31,~~September 30, 2021.

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. During the three months ended March 31, 2021, CONSOL Energy made the required repayment of approximately $5 million 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.

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 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 ~~March 31,~~September 30, 2021, there were no borrowings outstanding under the Revolving Credit Facility ~~had no borrowings outstanding~~ and ~~$146~~the facility is currently only used for providing letters of credit, with $160 million of letters of credit outstanding, leaving ~~$254~~$240 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.

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.

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, 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 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.

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 ~~March 31,~~September 30, 2021, eligible accounts receivable totaled approximately ~~$25~~$24 million. At ~~March 31,~~September 30, 2021, the facility had no outstanding borrowings and ~~$26~~$24 million of letters of credit outstanding, leaving no unused capacity. Costs associated with the receivables facility totaled ~~$261~~$283 thousand for the three months ended ~~March 31,~~September 30, 2021. 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.

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.

On or after November 15, 2021, the Company may 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:

At any time or from time to time prior to November 15, 2021, the Company may also 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).

The Indenture contains covenants that ~~will~~ 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 certain 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 iswas exempt from the registration requirements of 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.

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 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 above).

At ~~March 31,~~September 30, 2021, CONSOL Energy had total long-term debt and finance lease obligations of ~~$645~~$682 million outstanding, including the current portion of long-term debt of ~~$50~~$47 million. This long-term debt consisted of:

At ~~March 31,~~September 30, 2021, CONSOL Energy had no borrowings outstanding and approximately ~~$146~~$160 million of letters of credit outstanding under the $400 million senior secured Revolving Credit Facility. At ~~March 31,~~September 30, 2021, CONSOL Energy had no borrowings outstanding and approximately ~~$26~~$24 million of letters of credit outstanding under the $100 million Securitization Facility.

In December 2017, CONSOL Energy’s Board of Directors approved a program to repurchase, from time to time, the Company's outstanding shares of common stock or its 11.00% Senior Secured Second Lien Notes due 2025. Since its inception, the Company's Board of Directors has subsequently amended the program several times, the most recent of which amendment in April 2021 raised the aggregate limit of the Company's repurchase authority to $320 million and extended the program until December 31, 2022.

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 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 TMA and is subject to market conditions and other factors.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2021, the Company spent approximately $9$17 million to retire ~~$10~~$18 million of its 11.00% Senior Secured Second Lien Notes due 2025, which continued to trade below par value. No shares of common ~~shares~~stock were repurchased under this program during the ~~three~~nine months ended ~~March 31,~~September 30, 2021.

Total equity attributable to CONSOL Energy was ~~$583~~$485 million at ~~March 31,~~September 30, 2021 and $554 million at December 31, 2020. 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 limit CONSOL Energy's ability to pay dividends up to $25 million annually, 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 ~~1.97~~1.64 to 1.00 and the cumulative credit was approximately ~~$55~~$190 million at ~~March 31,~~September 30, 2021. The cumulative credit starts with $50 million and builds with excess cash flow commencing in 2018. The Senior Secured Credit Facilities do not permit dividend payments in the event of default. The Indenture to the 11.00% Senior Secured Second Lien Notes limits dividends when the Company's total net leverage ratio exceeds 2.00 to 1.00 and limits dividends 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. The Indenture does not permit dividend payments in the event of default.

CONSOL Energy does not maintain off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on CONSOL Energy’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources which are not disclosed in the Notes to the Consolidated Financial Statements ofin this Form 10-Q. CONSOL Energy participates in the United Mine Workers of America (the “UMWA”) Combined Benefit Fund and the UMWA 1992 Benefit Plan which generally accepted accounting principles recognize on a pay-as-you-go basis. These benefit arrangements may result in additional liabilities that are not recognized on the Consolidated Balance Sheet at ~~March 31,~~September 30, 2021. 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 the December 31, 2020 Form 10-K. CONSOL Energy's total contributions under the Coal Industry Retiree Health Benefit Act of 1992 were ~~$1,224~~$1,232 and ~~$1,364~~$1,373 for the three months ended ~~March 31,~~September 30, 2021 and 2020, respectively. CONSOL Energy's total contributions under the Coal Industry Retiree Health Benefit Act of 1992 were $3,687 and $4,110 for the nine months ended September 30, 2021 and 2020, respectively. Based on available information at ~~March~~December 31, ~~2021,~~2020, CONSOL Energy's obligation for the UMWA Combined Benefit Fund and 1992 Benefit Plan is estimated to be approximately $56,039. 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 ~~March 31,~~September 30, 2021. Management believes these items will expire without being funded. See Note 14—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.

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:

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.

~~For~~Except as set forth below, the Company's exposures to market risk have not materially changed since December 31, 2020. Please see these quantitative and qualitative disclosures about market risk ~~see~~in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the year ended December 31, 2020. ~~There have been no material changes~~

CONSOL Energy is exposed to market price risk in the normal course of selling coal. CONSOL Energy sells coal in the spot market and under both short-term and multi-year contracts that may contain base prices subject to preestablished price adjustments that reflect (i) variances in the quality characteristics of coal delivered to the customer beyond threshold quality characteristics specified in the applicable sales contract, (ii) the actual calorific value of coal delivered to the customer, and/or (iii) changes in electric power prices in the markets in which the Company's ~~exposures~~customers operate, as adjusted for any factors set forth in the applicable contract. CONSOL Energy has established risk management policies and procedures to strengthen the internal control environment of the marketing of commodities produced from its asset base.

CONSOL Energy's market risk ~~since December 31, 2020.~~strategy incorporates fundamental risk management tools to assess market price risk and establish a framework in which management can maintain a portfolio of transactions within pre-defined risk parameters.

During the second quarter of 2021, the Company initiated a targeted commodity price hedging strategy. The Company has sought to utilize these swap arrangements to mitigate pricing volatility inherent in a portion of the Company’s 2022 physical contracts, related to variable pricing and the Company’s spot export business, and secure future cash flows for export sales. The commodity market volatility has increased as demonstrated by significant market pricing increases throughout the second and third quarters of 2021. Mark-to-market unrealized losses during the three and nine months ended September 30, 2021 were $147,306 and $168,743, respectively. A hypothetical $1 increase to the indexed commodity price would decrease pre-tax earnings by $2 million.

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 ~~Securities~~ Exchange Act, ~~of 1934, as amended (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 ~~March 31,~~September 30, 2021 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.

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.

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 14 - 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.

In addition to the other information set forth in this quarterly report, ~~including the risk factor set forth below,~~ you should carefully consider the factors described in “Part 1 - Item 1A. Risk Factors” of CONSOL Energy's 2020 Form ~~10-K.~~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.

~~We depend on the services of key executives and any inability to attract and retain key management personnel could have a material adverse effect on our business.~~

Our future success depends upon the continued services of our executive officers, including our Chief Executive Officer and Chief Financial Officer, who have critical experience and relationships in the coal industry that we rely on to implement our business plan and growth strategy. Our ability to retain senior management has in the past been, and may in the future be, impacted by volatility in commodity prices and uneven business performance, which have negatively impacted our stock price, and therefore, our ability to use equity compensation as a retention tool. Additionally, the recent efforts of certain members of the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities and other groups, to promote divestment of fossil fuel equities, to encourage the consideration of environmental, social and governance (“ESG”) practices of companies in a manner that negatively affects coal companies and to pressure lenders to limit funding to companies engaged in the extraction of fossil fuel reserves may also negatively impact our ability to attract and retain key management personnel. Accordingly, we have entered into, and may need to enter into additional retention or other arrangements that could be costly to maintain. While we have an employment agreement in place with our chief executive officer and change-in-control agreements with our senior executives, there can be no assurance we will continue to retain their services and we may become subject to significant severance payments if our relationship with these executives is terminated under certain circumstances. Further, turnover, planned or otherwise, in these or other key leadership positions may materially adversely affect our ability to manage our business efficiently and effectively, and such turnover can be disruptive and distracting to management, may lead to additional departures of existing personnel and could have a material adverse effect on our operations and future profitability. Our ability to retain our key management personnel or to identify and attract additional management personnel or suitable replacements should any members of the management team leave or be terminated is dependent on a number of factors, including the competitive nature of the employment market and our industry. Any failure to retain key management personnel or to attract additional or suitable replacement personnel could cause uncertainty among investors, employees, customers and others concerning our future direction and performance and could have a material adverse effect on our business, financial condition and results of operations.

There were no repurchases of the Company's equity securities during the three months ended ~~March 31,~~September 30, 2021. Since the December 2017 inception of the Company's current stock and debt repurchase program, CONSOL Energy Inc.'s Board of Directors has approved a $320 million stock and debt repurchase program, which terminates on December 31, 2022. As of ~~May 4,~~November 2, 2021, approximately ~~$132~~$127 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 1819 - Stock and Debt Repurchases in the Notes to the Consolidated Financial Statements in Item 1 of this Form 10-Q for more information.

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

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.

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.

	•	“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 ~~CONSOL Coal Resources GP LLC,~~ the ~~general partner of the Partnership,~~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 all of our interest in the Pennsylvania Mining Complex (PAMC) and certain ~~related~~other coal assets, including: (i) our 100% interest in the Partnership, which owns a 25% undivided interest in the PAMC; (ii) the CONSOL Marine Terminal; (iii) development of the Itmann Mine; and (iv) undeveloped coal reserves (Greenfield Reserves) located in the Northern Appalachian, Central Appalachian and Illinois basins and certain related coal assets and liabilities;

	(Unaudited)				(Unaudited)
	*March 31,*		*December 31,*		*September 30,*		*December 31,*
	*2021*		*2020*		*2021*		*2020*
ASSETS
Current Assets:
Cash and Cash Equivalents	$	91,174	$	50,850	$	161,981	$	50,850
Restricted Cash		303		0
Restricted Cash - Current						37,557		0
Accounts and Notes Receivable
Trade Receivables, net		124,629		118,289		88,496		118,289
Other Receivables, net		41,602		42,157		15,193		42,157
Inventories		55,209		56,200		56,015		56,200
Prepaid Expenses and Other Assets		23,825		25,445		24,999		25,445
Total Current Assets		336,742		292,941		384,241		292,941
Property, Plant and Equipment:
Property, Plant and Equipment		5,131,739		5,143,696		5,219,429		5,143,696
Less - Accumulated Depreciation, Depletion and Amortization		3,117,651		3,094,634		3,220,472		3,094,634
Total Property, Plant and Equipment—Net		2,014,088		2,049,062		1,998,957		2,049,062
Other Assets:
Deferred Income Taxes		62,261		68,821		111,372		68,821
Right of Use Asset - Operating Leases		48,337		53,436		32,564		53,436
Restricted Cash - Non-current						12,768		0
Other, net		59,132		59,106		49,845		59,106
Total Other Assets		169,730		181,363		206,549		181,363
TOTAL ASSETS	$	2,520,560	$	2,523,366	$	2,589,747	$	2,523,366

	(Unaudited)						(Unaudited)
	*March 31,*			*December 31,*			*September 30,*			*December 31,*
	*2021*			*2020*			*2021*			*2020*
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	75,382		$	71,229		$	78,392		$	71,229
Current Portion of Long-Term Debt		50,057			53,846			46,749			53,846
Operating Lease Liability								7,625			20,241
Other Accrued Liabilities		245,755			243,395			382,910			223,154
Total Current Liabilities		371,194			368,470			515,676			368,470
Long-Term Debt:
Long-Term Debt		550,444			566,858			597,697			566,858
Finance Lease Obligations		34,877			36,203			28,863			36,203
Total Long-Term Debt		585,321			603,061			626,560			603,061
Deferred Credits and Other Liabilities:
Postretirement Benefits Other Than Pensions		383,457			387,637			373,603			387,637
Pneumoconiosis Benefits		228,687			229,720			227,040			229,720
Asset Retirement Obligations		227,922			228,182			215,151			228,182
Workers’ Compensation		63,414			64,390			61,518			64,390
Salary Retirement		28,527			35,359			13,194			35,359
Operating Lease Liability		32,434			35,655			24,939			35,655
Other		16,539			17,373			47,486			17,373
Total Deferred Credits and Other Liabilities		980,980			998,316			962,931			998,316
TOTAL LIABILITIES		1,937,495			1,969,847			2,105,167			1,969,847

Stockholders' Equity:
Common Stock, $0.01 Par Value; 62,500,000 Shares Authorized, 34,371,205 Shares Issued and Outstanding at March 31, 2021; 34,031,374 Shares Issued and Outstanding at December 31, 2020		344			340
Common Stock, $0.01 Par Value; 62,500,000 Shares Authorized, 34,480,181 Shares Issued and Outstanding at September 30, 2021; 34,031,374 Shares Issued and Outstanding at December 31, 2020								345			340
Capital in Excess of Par Value		642,054			642,887			644,920			642,887
Retained Earnings		273,254			246,850			163,637			246,850
Accumulated Other Comprehensive Loss		(332,587	)		(336,558	)		(324,322	)		(336,558	)
TOTAL EQUITY		583,065			553,519			484,580			553,519
TOTAL LIABILITIES AND EQUITY	$	2,520,560		$	2,523,366		$	2,589,747		$	2,523,366

	*Three Months Ended*				*Three Months Ended*				*Nine Months Ended*
	*March 31,*				*September 30,*				*September 30,*
	*2021*		*2020*		*2021*		*2020*		*2021*		*2020*
Anti-Dilutive Restricted Stock Units		61,650		141,279		983,708		1,561,852		1,063,253		1,361,077
Anti-Dilutive Performance Share Units		0		0		78,635		29,062		89,544		32,736
		61,650		141,279		1,062,343		1,590,914		1,152,797		1,393,813

	*Three Months Ended*				*Three Months Ended*				*Nine Months Ended*
	*March 31, 2021*		*March 31, 2020*		*September 30, 2021*		*September 30, 2020*		*September 30, 2021*		*September 30, 2020*
Coal Revenue	$	285,535	$	255,452
Domestic Coal Revenue					$	152,311	$	144,171	$	428,688	$	361,598
Export Coal Revenue						106,249		40,204		375,239		180,542
Terminal Revenue		18,212		16,501		14,108		17,008		49,700		49,407
Freight Revenue		27,013		3,147		19,348		12,909		72,371		19,141
Total Revenue from Contracts with Customers	$	330,760	$	275,100	$	292,016	$	214,292	$	925,998	$	610,688

	*Three Months Ended March 31,*				*Three Months Ended September 30,*				*Nine Months Ended September 30,*
	*2021*		*2020*		*2021*		*2020*		*2021*		*2020*
Royalty Income - Non-Operated Coal	$	1,601	$	4,504	$	2,821	$	2,241	$	5,095	$	9,638
Interest Income		858		244		737		76		2,406		442
Rental Income		215		497		256		255		716		1,077
Contract Buyout		0		10,825		0		0		0		40,969
Sale of Certain Coal Lease Contracts						0		17,847		0		17,847
Other		515		100		467		582		1,287		1,134
Miscellaneous Other Income	$	3,189	$	16,170	$	4,281	$	21,001	$	9,504	$	71,107

	Pension Benefits						Other Post-Employment Benefits						*Pension Benefits*												*Other Post-Employment Benefits*
	Three Months Ended						Three Months Ended						*Three Months Ended*						*Nine Months Ended*						*Three Months Ended*						*Nine Months Ended*
	March 31,						March 31,						*September 30,*						*September 30,*						*September 30,*						*September 30,*
	2021			2020			2021			2020			*2021*			*2020*			*2021*			*2020*			*2021*			*2020*			*2021*			*2020*
Service Cost	$	279		$	296		$	0		$	0		$	278		$	296		$	836		$	887		$	0		$	0		$	0		$	0
Interest Cost		3,550			5,044			1,818			3,199			3,563			5,044			10,667			15,132			1,819			3,199			5,456			9,597
Expected Return on Plan Assets		(10,542	)		(10,455	)		0			0			(10,542	)		(10,455	)		(31,626	)		(31,365	)		0			0			0			0
Amortization of Prior Service Credits		0			0			(601	)		(601	)		0			0			0			0			(602	)		(601	)		(1,804	)		(1,804	)
Amortization of Actuarial Loss		1,367			1,730			1,629			2,319			1,368			1,730			4,102			5,191			1,629			2,319			4,887			6,958
Settlement Loss Recognized														0			0			22			0			0			0			0			0
Net Periodic Benefit (Credit) Cost	$	(5,346	)	$	(3,385	)	$	2,846		$	4,917		$	(5,333	)	$	(3,385	)	$	(15,999	)	$	(10,155	)	$	2,846		$	4,917		$	8,539		$	14,751

	CWP				Workers' Compensation						*CWP*								*Workers' Compensation*
	Three Months Ended				Three Months Ended						*Three Months Ended*				*Nine Months Ended*				*Three Months Ended*						*Nine Months Ended*
	March 31,				March 31,						*September 30,*				*September 30,*				*September 30,*						*September 30,*
	2021		2020		2021			2020			*2021*		*2020*		*2021*		*2020*		*2021*			*2020*			*2021*			*2020*
Service Cost	$	1,115	$	1,151	$	1,059		$	1,569		$	1,115	$	1,150	$	3,345	$	3,452	$	1,059		$	1,569		$	3,177		$	4,707
Interest Cost		1,178		1,551		282			461			1,178		1,552		3,533		4,655		282			461			846			1,383
Amortization of Actuarial Loss (Gain)		2,091		1,401		(45	)		(122	)		2,091		1,401		6,273		4,203		(45	)		(122	)		(135	)		(366	)
State Administrative Fees and Insurance Bond Premiums		0		0		468			621			0		0		0		0		445			583			1,357			1,665
Net Periodic Benefit Cost	$	4,384	$	4,103	$	1,764		$	2,529		$	4,384	$	4,103	$	13,151	$	12,310	$	1,741		$	2,491		$	5,245		$	7,389

	*January 1, 2020*
	*As Reported Under ASC 326*		*Pre-ASC 326 Adoption*		*Impact of ASC 326 Adoption*

Trade Receivables	$	3,051	$	2,100	$	951
Other Receivables		3,372		711		2,661
Other Assets		795		0		795
Allowance for Credit Losses on Receivables	$	7,218	$	2,811	$	4,407

	*Trade Receivables*		*Other Receivables*		*Other Assets*		*Trade Receivables*			*Other Receivables*		*Other Assets*

Beginning Balance, December 31, 2020	$	4,426	$	4,710	$	1,661	$	4,426		$	4,710	$	1,661
Provision for expected credit losses		120		2,024		12		(66	)		3,972		1,029
Ending Balance, March 31, 2021	$	4,546	$	6,734	$	1,673
Ending Balance, September 30, 2021							$	4,360		$	8,682	$	2,690

	*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	$	79,476	$	53,053	$	26,423	$	0	$	0	$	58,768	$	37,074	$	21,694	$	0	$	0
Environmental		398		398		0		0		0		398		398		0		0		0
Other		91,282		91,282		0		0		0		124,824		105,096		19,728		0		0
Total Letters of Credit	$	171,156	$	144,733	$	26,423	$	0	$	0	$	183,990	$	142,568	$	41,422	$	0	$	0
Surety Bonds:
Employee-Related	$	83,524	$	71,024	$	12,500	$	0	$	0	$	83,524	$	48,024	$	35,500	$	0	$	0
Environmental		538,320		507,367		30,953		0		0		537,822		516,537		21,285		0		0
Other		4,255		3,977		278		0		0		4,346		4,141		205		0		0
Total Surety Bonds	$	626,099	$	582,368	$	43,731	$	0	$	0	$	625,692	$	568,702	$	56,990	$	0	$	0
Guarantees:
Other	$	7,306	$	6,377	$	398	$	398	$	133	$	6,889	$	6,889	$	0	$	0	$	0

	*September 30, 2021*					*December 31, 2020*
	*Asset Derivatives*		*Liability Derivatives*			*Asset Derivatives*		*Liability Derivatives*
Coal Contracts Related to Forecasted Sales	$	0	$	(167,743	)	$	0	$	0
Effect of Counterparty Netting		0		0			0		0
Net Derivatives as Classified in the Consolidated Balance Sheets	$	0	$	(167,743	)	$	0	$	0

	*Fair Value Measurements at*							*Fair Value Measurements at*
	*March 31, 2021*							*December 31, 2020*
Description	*Level 1*		*Level 2*			*Level 3*		*Level 1*		*Level 2*			*Level 3*
Derivatives ⁽¹⁾	$	0	$	(2,275	)	$	0	$	0	$	(2,834	)	$	0

	*March 31, 2021*				*December 31, 2020*
	*Carrying*		*Fair*		*Carrying*		*Fair*
	*Amount*		*Value*		*Amount*		*Value*
Long-Term Debt	$	588,416	$	561,426	$	610,510	$	517,862

	*PAMC*		*CONSOL Marine Terminal*		*Other*			*Adjustments and Eliminations*		*Consolidated*			PAMC		CONSOL Marine Terminal		Other			Adjustments and Eliminations		Consolidated
Coal Revenue	$	284,465	$	0	$	1,070		$	0	$	285,535	(A)	$	256,326	$	0	$	2,234		$	0	$	258,560
Terminal Revenue		0		18,212		0			0		18,212			0		14,108		0			0		14,108
Freight Revenue		27,013		0		0			0		27,013			19,348		0		0			0		19,348
Total Revenue from Contracts with Customers	$	311,478	$	18,212	$	1,070		$	0	$	330,760		$	275,674	$	14,108	$	2,234		$	0	$	292,016
Adjusted EBITDA	$	99,185	$	11,961	$	(4,431	)	$	0	$	106,715		$	69,492	$	7,319	$	(10,247	)	$	0	$	66,564
Segment Assets	$	1,855,878	$	106,603	$	558,079		$	0	$	2,520,560		$	1,763,319	$	105,134	$	721,294		$	0	$	2,589,747
Depreciation, Depletion and Amortization	$	54,781	$	1,214	$	3,902		$	0	$	59,897		$	50,837	$	1,202	$	3,938		$	0	$	55,977
Capital Expenditures	$	12,579	$	60	$	1,161		$	0	$	13,800		$	30,665	$	453	$	14,745		$	0	$	45,863

	Three Months Ended March 31,		*Three Months Ended September 30,*		*Nine Months Ended September 30,*
	2020		*2020*		*2020*
Operating and Other Costs	$	853	$	1,006	$	2,715
Selling, General and Administrative Costs		2,793		1,770		6,427
Total Services from CONSOL Energy	$	3,646	$	2,776	$	9,142

	•	Coal shipments ~~improve to 6.9~~of 5.4 million ~~tons, the highest level since the second quarter of 2019.~~
	•	~~Net income of $26.4 million.~~
	•	~~Adjusted EBITDA of $106.7 million.~~tons.
	•	~~Total principal repayments and/or repurchases~~Recently announced direct operating greenhouse gas emission reduction targets, seeking to achieve a 50% reduction (compared to 2019 baseline levels) by the end of ~~long-term debt~~2026 and aiming to be net zero for Scope 1 and 2 emissions by 2040.
	•	Recommencing development of ~~$29.8 million.~~ the fifth longwall at the PAMC, which is expected to resume operation in late fourth quarter of 2022.

	•	We expect that the PAMC will sell approximately 2223.5 million to 2424.5 million tons.
	•	~~For~~As of November 2, 2021, we are fully contracted for 2021 and ~~2022,~~ our contracted position ~~as of May 4, 2021~~for 2022 is ~~at 20.5~~20.2 million ~~tons and 5.6 million tons, respectively.~~tons.
	•	We expect our average cash cost of coal sold per ton will be between ~~$27.00~~$27.50 per ton and ~~$29.00~~$28.50 per ton.⁽¹⁾
	•	We are planning to make capital expenditures during 2021 in the range of ~~$100~~$150 million to ~~$125~~$170 million, ~~excluding any spending on~~including the Itmann project.
	•	~~Increased repurchase authorization to $320 million from $270 million, and extended the duration to December 31, 2022.~~

	Three Months Ended March 31,
	2021			2020
Total Costs and Expenses	$	310,562		$	286,873
Freight Expense		(27,013	)		(3,147	)
Selling, General and Administrative Costs		(23,964	)		(17,670	)
Gain on Debt Extinguishment		683			16,833
Interest Expense, net		(15,261	)		(15,671	)
Other Costs (Non-Production)		(18,246	)		(20,882	)
Depreciation, Depletion and Amortization (Non-Production)		(7,883	)		(9,363	)
Cost of Coal Sold	$	218,878		$	236,973
Depreciation, Depletion and Amortization (Production)		(52,014	)		(45,580	)
Cash Cost of Coal Sold	$	166,864		$	191,393

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Total Costs and Expenses	$	303,059		$	246,661		$	905,501		$	724,841
Less: Freight Expense		(19,348	)		(12,909	)		(72,371	)		(19,141	)
Less: Selling, General and Administrative Costs		(22,476	)		(11,117	)		(68,982	)		(39,726	)
Less: (Loss) Gain on Debt Extinguishment		(132	)		1,078			657			17,911
Less: Interest Expense, net		(16,045	)		(15,723	)		(47,493	)		(46,116	)
Less: Other Costs (Non-Production)		(22,610	)		(22,994	)		(51,706	)		(100,707	)
Less: Depreciation, Depletion and Amortization (Non-Production)		(7,976	)		(9,327	)		(20,894	)		(35,211	)
Cost of Coal Sold	$	214,472		$	175,669		$	644,712		$	501,851
Less: Depreciation, Depletion and Amortization (Production)		(48,001	)		(45,632	)		(147,179	)		(120,846	)
Cash Cost of Coal Sold	$	166,471		$	130,037		$	497,533		$	381,005
Total Tons Sold (in millions)		5.4			4.5			18.1			12.8
Average Cost of Coal Sold per Ton	$	39.71		$	38.70		$	35.53		$	39.25
Less: Depreciation, Depletion and Amortization Costs per Ton Sold		9.07			10.06			8.08			9.37
Average Cash Cost of Coal Sold per Ton	$	30.64		$	28.64		$	27.45		$	29.88

	Three Months Ended March 31, 2021										Three Months Ended September 30, 2021
*Dollars in thousands*	PA Mining Complex		CONSOL Marine Terminal		Other			Total Company			PA Mining Complex			CONSOL Marine Terminal		Other			Total Company
Net Income (Loss)	$	42,450	$	9,149	$	(25,195	)	$	26,404
Net (Loss) Income											$	(130,599	)	$	4,506	$	12,304		$	(113,789	)

Add: Income Tax Expense		—		—		5,185			5,185
Less: Income Tax Benefit												—			—		(40,258	)		(40,258	)
Add: Interest Expense, net		642		1,537		13,082			15,261			305			1,535		14,205			16,045
Less: Interest Income		—		—		(858	)		(858	)		—			—		(737	)		(737	)
Earnings (Loss) Before Interest & Taxes (EBIT)		43,092		10,686		(7,786	)		45,992
(Loss) Earnings Before Interest & Taxes (EBIT)												(130,294	)		6,041		(14,486	)		(138,739	)

Add: Depreciation, Depletion & Amortization		54,781		1,214		3,902			59,897			50,837			1,202		3,938			55,977

Earnings (Loss) Before Interest, Taxes and DD&A (EBITDA)	$	97,873	$	11,900	$	(3,884	)	$	105,889
(Loss) Earnings Before Interest, Taxes and DD&A (EBITDA)											$	(79,457	)	$	7,243	$	(10,548	)	$	(82,762	)

Adjustments:
Stock-Based Compensation	$	1,312	$	61	$	136		$	1,509		$	1,643		$	76	$	169		$	1,888
Gain on Debt Extinguishment		—		—		(683	)		(683	)
Loss on Debt Extinguishment												—			—		132			132
Unrealized Loss on Commodity Derivative Instruments												147,306			—		—			147,306
Total Pre-tax Adjustments		1,312		61		(547	)		826			148,949			76		301			149,326

Adjusted EBITDA	$	99,185	$	11,961	$	(4,431	)	$	106,715		$	69,492		$	7,319	$	(10,247	)	$	66,564

	Three Months Ended March 31, 2020										Three Months Ended September 30, 2020
*Dollars in thousands*	PA Mining Complex		CONSOL Marine Terminal		Other			Total Company			PA Mining Complex			CONSOL Marine Terminal		Other			Total Company
Net Income (Loss)	$	10,875	$	7,510	$	(15,910	)	$	2,475
Net (Loss) Income											$	(6,930	)	$	8,411	$	(10,841	)	$	(9,360	)

Add: Income Tax Expense		—		—		1,908			1,908			—			—		5,918			5,918
Add: Interest Expense, net		—		1,544		14,127			15,671			367			1,541		13,815			15,723
Less: Interest Income		—		—		(244	)		(244	)		—			—		(76	)		(76	)
Earnings (Loss) Before Interest & Taxes (EBIT)		10,875		9,054		(119	)		19,810
(Loss) Earnings Before Interest & Taxes (EBIT)												(6,563	)		9,952		8,816			12,205

Add: Depreciation, Depletion & Amortization		48,418		1,257		5,268			54,943			49,944			1,283		3,732			54,959

Earnings Before Interest, Taxes and DD&A (EBITDA)	$	59,293	$	10,311	$	5,149		$	74,753		$	43,381		$	11,235	$	12,548		$	67,164

Adjustments:
Stock/Unit-Based Compensation	$	4,286	$	243	$	485		$	5,014		$	1,891		$	107	$	214		$	2,212
Gain on Debt Extinguishment		—		—		(16,833	)		(16,833	)		—			—		(1,078	)		(1,078	)
Total Pre-tax Adjustments		4,286		243		(16,348	)		(11,819	)		1,891			107		(864	)		1,134

Adjusted EBITDA	$	63,579	$	10,554	$	(11,199	)	$	62,934		$	45,272		$	11,342	$	11,684		$	68,298

	For the Nine Months Ended September 30, 2021
*Dollars in thousands*	PA Mining Complex			CONSOL Marine Terminal		Other			Total Company
Net (Loss) Income	$	(81,983	)	$	21,836	$	(23,066	)	$	(83,213	)

Less: Income Tax Benefit		—			—		(43,966	)		(43,966	)
Add: Interest Expense, net		1,425			4,608		41,460			47,493
Less: Interest Income		(36	)		—		(2,370	)		(2,406	)
(Loss) Earnings Before Interest & Taxes (EBIT)		(80,594	)		26,444		(27,942	)		(82,092	)

Add: Depreciation, Depletion & Amortization		155,787			3,616		8,670			168,073

Earnings (Loss) Before Interest, Taxes and DD&A (EBITDA)	$	75,193		$	30,060	$	(19,272	)	$	85,981

Adjustments:
Stock/Unit-Based Compensation	$	4,007		$	184	$	416		$	4,607
Gain on Debt Extinguishment		—			—		(657	)		(657	)
Pension Settlement		—			—		22			22
Unrealized Loss on Commodity Derivative Instruments		167,743			—		—			167,743
Total Pre-tax Adjustments		171,750			184		(219	)		171,715

Adjusted EBITDA	$	246,943		$	30,244	$	(19,491	)	$	257,696

	Three Months Ended March 31,							Three Months Ended September 30,
Mine	2021		2020		Variance			2021		2020		Variance
Bailey		3,779		2,804		975			2,278		1,808		470
Enlow Fork		1,996		2,375		(379	)		1,542		1,436		106
Harvey		1,244		795		449			1,474		1,291		183
Total		7,019		5,974		1,045			5,294		4,535		759

	Three Months Ended March 31,						Three Months Ended September 30,
(in millions)	2021		2020		Variance		2021		2020		Variance
Revenue:
Terminal Revenue	$	18	$	17	$	1	$	14	$	17	$	(3	)
Miscellaneous Other Income		1		—		1		1		—		1
Total Revenue and Other Income		19		17		2		15		17		(2	)
Other Costs and Expenses:
Operating and Other Costs		6		5		1		6		5		1
Depreciation, Depletion and Amortization		1		1		—		1		1		—
Selling, General, and Administrative Costs		1		1		—		1		1		—
Interest Expense, net		2		2		—		2		2		—
Total Other Costs and Expenses		10		9		1		10		9		1
Earnings Before Income Tax	$	9	$	8	$	1	$	5	$	8	$	(3	)

	Nine Months Ended
	September 30,
(in millions)	2021			2020			Variance
Revenue:
Coal Revenue	$	799		$	542		$	257
Freight Revenue		72			19			53
Gain on Sale of Assets		1			—			1
Unrealized Loss on Commodity Derivative Instruments		(168	)		—			(168	)
Miscellaneous Other Income		1			41			(40	)
Total Revenue and Other Income		705			602			103
Cost of Coal Sold:
Operating Costs		498			381			117
Depreciation, Depletion and Amortization		147			121			26
Total Cost of Coal Sold		645			502			143
Other Costs:
Other Costs		4			43			(39	)
Depreciation, Depletion and Amortization		9			24			(15	)
Total Other Costs		13			67			(54	)
Freight Expense		72			19			53
Selling, General and Administrative Costs		56			31			25
Interest Expense, net		1			1			—
Total Costs and Expenses		787			620			167
Loss Before Income Tax	$	(82	)	$	(18	)	$	(64	)

	Three Months Ended March 31,									Nine Months Ended September 30,
	2021			2020			Change			2021			2020			Change
Cash Provided by Operating Activities	$	78		$	51		$	27		$	253		$	62		$	191
Cash Used in Investing Activities	$	(5	)	$	(27	)	$	22		$	(92	)	$	(57	)	$	(35	)
Cash Used in Financing Activities	$	(32	)	$	(26	)	$	(6	)	$	—		$	(63	)	$	63

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

	•	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 Bailey 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 $41 million in connection with the TLA Facility, due in March 2023. Borrowings under the TLA Facility bear interest at a floating rate.
	•	An aggregate principal amount of $48 million of finance leases with a weighted average interest rate of 6.09%.
	•	An aggregate principal amount of $2 million of asset-backed financing arrangements due in September 2024 at an interest rate of 3.61%.
	•	Advance royalty commitments of $2 million with a weighted average interest rate of 13.68% per annum.

	•	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 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;

Exhibits	Description	Method of Filing

~~10.1~~	Amendment No. 3, dated as of March 29, 2021, to Credit Agreement, dated as of November 28, 2017, among the Company, the various financial institutions from time to time 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 March 31, 2021~~

~~10.2~~*	~~Form Notice of Performance-based Phantom Units and Terms and Conditions~~	~~Filed herewith~~

~~10.3~~*	~~Form Notice of Performance-based Market Share Units and Terms and Conditions~~	~~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 ~~March 31,~~September 30, 2021, furnished in Inline XBRL)	Filed herewith

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



	CONSOL ENERGY INC.


~~May 4,~~November 2, 2021	By:	/s/ JAMES A. BROCK
		James A. Brock
		Director, Chief Executive Officer and President (Principal Executive Officer)


~~May 4,~~November 2, 2021	By:	/s/ MITESHKUMAR B. THAKKAR
		Miteshkumar B. Thakkar
		Chief Financial Officer (Principal Financial Officer)


~~May 4,~~November 2, 2021	By:	/s/ JOHN M. ROTHKA
		John M. Rothka
		Chief Accounting Officer (Principal Accounting Officer)