What changed in this filing

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Item 9A. Controls and Procedures

2022-02-25 compared with 2021-02-23 · 189 added, 253 removed, 883 unchanged (33% of the section changed)

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was effective based on those criteria, and management believes that we have no material internal control weaknesses in our financial reporting process.

Ernst & Young LLP, an independent registered public accounting firm, has made an independent assessment of the effectiveness of our internal control over financial reporting as of December 31, 2020, as stated in their report that is included herein.

Grant Thornton LLP, an independent registered public accounting firm, has made an independent assessment of the effectiveness of our internal control over financial reporting as of December 31, 2021, as stated in their report that is included herein.

Changes in Internal Controls Over Financial Reporting .

There have not been any changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) of the Exchange Act) in the three months ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

During the three month period ended June 30, 2021, we discovered that certain of our computer systems were subject to a cyber incident that did not materially impact our business, financial position or results of operations.

We took appropriate steps in response to the incident, including providing individual notifications.

Because of this incident and the recent focus nationally on increases in ransomware attacks and other cybersecurity incidents on critical infrastructure, we implemented two-factor authentication and other security enhancements for access to our internal network as well as improvements to our network backup and recovery processes.

We do not consider these changes to our information technology environment, under which many of our internal controls operate, to be material changes in our internal control over financial reporting, but expect that these changes will strengthen our overall system of internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

The Board of Directors of Alliance Resource Management GP, LLC

and the Partners of Alliance Resource Partners, L.P.

and the Unitholders of Alliance Resource Partners, L.P.

Opinion on Internal Control over Financial Reporting

We have audited Alliance Resource Partners, L.P.

and subsidiaries’ internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Alliance Resource Partners, L.P.

and subsidiaries (the Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), cash flows and partners’ capital for each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2), and our report dated February 23, 2021 expressed an unqualified opinion thereon.

We have audited the internal control over financial reporting of Alliance Resource Partners, L.P.

(a Delaware limited partnership) and subsidiaries (the "Partnership") as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated financial statements of the Partnership as of and for the year ended December 31, 2021, and our report dated February 25, 2022 expressed an unqualified opinion on those financial statements.

Basis for Opinion

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(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

/s/ GRANT THORNTON LLP

Tulsa, Oklahoma

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Executive Vice President

Senior Vice President and Chief Strategic Officer

Executive Vice President and Director

Senior Vice President;

also President, Alliance Minerals, LLC

Senior Vice President - Sales and Marketing of Alliance Coal, LLC

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and had previously been that company's General Counsel and Chief Financial Officer.

He is a former Chairman and current Board member of the National Coal Council, a Board Member of the National Mining Association, and a Director and past Chairman of the America's Power.

He is a Director of the National Mining Association, and a Director and former Chairman of America's Power.

Craft is a Director and former Chairman of the Kentucky Chamber of Commerce.

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Sachse holds a Bachelor of Science degree in Business Administration from Trinity University and a Juris Doctorate degree from the University of Tulsa.

Tholen became Senior Vice President and Chief Strategic Officer in December 2019 and also serves as President of ARLP's oil & gas minerals business.

Tholen became Senior Vice President in December 2019 and also serves as President of ARLP's oil & gas minerals business.

Prior to his current position, Mr.

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He holds a Bachelor of Science degree in Chemical Engineering from the University of Louisiana at Lafayette and a Master of Business Administration degree from the University of Houston.

Wesley has been a Director since January 2009 and Executive Vice President since March 2009.

Wesley has served in a variety of capacities since joining the company in 1974, including as Senior Vice President—Operations from August 1996 through February 2009.

Wesley is a former Chairman of the Board of Directors of the Kentucky Coal Association and also has served the industry as past President of the West Kentucky Mining Institute and National Mine Rescue Association Post 11, and as a director of the Kentucky Mining Institute.

Wesley holds a Bachelor of Science degree in Mining Engineering from the University of Kentucky.

The specific experience, qualifications, attributes or skills that led to the conclusion Mr.

Wesley should serve as a Director include his long history of significant involvement in the coal industry, his successful leadership of the Partnership's operations, and his knowledge and technical expertise in all aspects of producing and marketing coal.

Whelan has been Senior Vice President - Sales and Marketing of Alliance Coal, LLC since May 2013.

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Wynne has been Senior Vice President and Chief Operating Officer since March 2009.

Wynne joined the company in 1981 as a mining engineer and has held a variety of positions with the company prior to his appointment

in July 1998 as Vice President—Operations.

Wynne joined the company in 1981 as a mining engineer and has held a variety of positions with the company prior to his appointment in July 1998 as Vice President—Operations.

Wynne has served the coal industry on the National Executive Committee for National Mine Rescue and previously as a member of the Coal Safety Committee for the National Mining Association.

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Carter held various positions with MAPCO Coal Corporation and was engaged in the private practice of law.

Carter also serves on the board of directors, the audit committee and as chairman of the compensation committee of Community Trust Bancorp, Inc.

Carter previously served as chairman of the National Council of Coal Lessors for 12 years and as chairman of the West Virginia Chamber of Commerce.

He also previously served as a board member of the West Virginia Coal Association, the Indiana Coal Council, the National Mining Association, and ACCCE.

Carter previously served on the board of directors, the audit committee and as chairman of the compensation

committee of Community Trust Bancorp, Inc.

Carter also previously served as chairman of the National Council of Coal Lessors for 12 years, as chairman of the West Virginia Chamber of Commerce, and as a board member of the West Virginia Coal Association, the Indiana Coal Council, the National Mining Association, and ACCCE.

Carter has served as a board member of the Kentucky Coal Association for over 20 years and currently is its Treasurer.

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From January 2007 through 2018, Mr.

Druten was a member of the board of directors of Alliance GP, LLC, the former general partner of AHGP.

Druten was a member of the board of directors of Alliance GP, LLC, the former general partner of Alliance Holdings GP, L.P.

("AHGP").

From September 1994 until his retirement in August 2006, Mr.

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Druten holds a Bachelor of Science degree in Accounting from the University of Kansas as well as a Masters of Business Administration from Rockhurst University.

Druten currently serves as Chairman of the Board of Directors of Kansas City Southern Industries, Inc.

KSU), a transportation and financial services company, and is Chairman of its executive committee, and is a member of its compensation committee and nominating and governance committees.

Druten previously served as Chairman of the Board of Directors of Kansas City Southern Industries, Inc.

KSU), a transportation and financial services company, and was Chairman of its executive committee and a member of its compensation committee and nominating and governance committees, and now serves as a trustee of the voting trust holding KSU pending the Surface Transportation Board's review and approval of KSU's recent combination with Canadian Pacific Railway Limited.

Druten is also a Trustee and Chairman of the Board of Entertainment Properties Trust (NYSE:

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In that position, Mr.

executive responsibility for Fluor's global activities in developing and arranging third-party financing for some of Fluor's clients' construction projects.

Torrence had executive responsibility for Fluor's global activities in developing and arranging third-party financing for some of Fluor's clients' construction projects.

Prior to joining Fluor in 1989, Mr.

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The specific experience, qualifications, attributes or skills that led to the conclusion Mr.

Torrence should serve as a Director include his extensive experience in the construction and energy businesses, his senior corporate finance-related and other leadership positions and his participation in numerous financing transactions.

Torrence should serve as a Director include his extensive

experience in the construction and energy businesses, his senior corporate finance-related and other leadership positions and his participation in numerous financing transactions.

Board of Directors

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We believe this leadership structure of the Board of Directors is appropriate for the Partnership given Mr.

Craft's extensive knowledge of our industry, significant ownership position and proven leadership of the Partnership.

Craft's extensive knowledge of our industries, significant ownership position and proven leadership of the Partnership.

The Board of Directors generally administers its risk oversight function through the board as a whole.

The Chairman, President and CEO, who reports to the Board of Directors, and the other executives named above, who report to the Chairman, President and CEO, have day-to-day risk management responsibilities.

The Chairman, President and CEO, who reports to the Board of Directors, and the other executives named above, who report to the Chairman, President and CEO or, in the case of Mr.

Fouch, the CFO, have day-to-day risk management responsibilities.

At the Board of Directors' request, each of these executives attends the meetings of the Board of Directors, where the Board of Directors routinely receives reports on our financial results, the status of our operations and our safety performance, and other aspects of implementation of our business strategy, with ample opportunity for specific inquiries of management.

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● auditing, accounting and financial reporting processes generally.

In fulfilling its oversight and other responsibilities, the Audit Committee met eight times during 2020.

In fulfilling its oversight and other responsibilities, the Audit Committee met nine times during 2021.

The Audit Committee's activities included, but were not limited to:

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Based on the results of the annual self-assessment, the Audit Committee believes that it satisfied the requirements of its charter.

A copy of the Audit Committee charter is publicly available on our website under "Investor Relations"

at www.arlp.com and is available in print without charge to any unitholder who requests it.

Such requests should be directed to Investor Relations at (918) 295-7674.

The Audit Committee also reviewed and discussed with management and the independent registered public accounting firm this Annual Report on Form 10-K, including the audited financial statements.

Our independent registered public accounting firm, Ernst & Young LLP ("EY"), is responsible for expressing an opinion on the conformity of the audited financial statements with GAAP.

The Audit Committee reviewed with EY its judgment as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee pursuant to the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC.

The Audit Committee received written disclosures and the letter from EY required by applicable requirements of the PCAOB Rule 3526, "Communication with Audit Committees Concerning Independence,"

and has discussed with EY its independence from management and the ARLP Partnership.

Our independent registered public accounting firm, Grant Thornton LLP ("Grant Thornton"), is responsible for expressing an opinion on the conformity of the audited financial statements with GAAP.

The Audit Committee reviewed with Grant Thornton its judgment as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee pursuant to the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC.

The Audit Committee received written disclosures and the letter from Grant Thornton required by applicable requirements of the PCAOB Rule 3526, "Communication with Audit Committees Concerning Independence,"

and has discussed with Grant Thornton its independence from management and the ARLP Partnership.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2021 for filing with the SEC.

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Comments or complaints relating to our accounting, internal accounting controls or auditing matters will also be referred to members of the Audit Committee.

The Audit Committee has procedures for (a) receipt, retention and treatment of

complaints received by us regarding accounting, internal accounting controls, or auditing matters and (b) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

The Audit Committee has procedures for (a) receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters and (b) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, as amended, requires directors, executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports or changes in ownership of such equity securities.

Based upon a review of the copies of the forms furnished to us and written representations from certain reporting persons, we believe that during 2020 none of our directors or executive officers or persons who beneficially owned more than ten percent of a registered class of our equity securities were delinquent with respect to any of the filing requirements under Section 16(a).

Based upon a review of the copies of the forms furnished to us and written representations from certain reporting persons, we believe that, other than as described below, during 2021 none of our directors or executive officers or persons who beneficially owned more than ten percent of a registered class of our equity securities were delinquent with respect to any of the filing requirements under Section 16(a), with the following exceptions:

on March 8, 2021 ARLP units owned by Alliance Resource GP, LLC, an entity owned jointly by Mr.

Craft and Kathleen S.

Craft, were distributed to Mr.

Craft and Mrs.

Craft individually, and the Form 4s for such distribution inadvertently were not filed until April 19, 2021.

Reimbursement of Expenses of our General Partner and its Affiliates

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Compensation Objectives and Philosophy

The compensation of our Named Executive Officers is designed to achieve two key objectives:

(i) provide a competitive compensation opportunity to allow us to recruit and retain key management talent, and (ii) motivate and reward the executive officers for creating sustainable, capital-efficient growth in available cash to maximize our distributions to our unitholders.

The compensation of our Named Executive Officers is designed to achieve three key objectives:

(i) provide a competitive compensation opportunity to allow us to recruit and retain key management talent, (ii) align executive officers' interests with unitholder interests and (iii) motivate and reward the executive officers for creating sustainable, capital-efficient growth in available cash to maximize unitholder returns.

In making decisions regarding executive compensation, the Compensation Committee reviews current compensation levels of other companies in the coal industry and other peers, considers the Chairman, President and CEO's assessment of each of the other executives, and uses its discretion to determine an appropriate total compensation package of base salary and short-term and long-term incentives.

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We have not historically maintained employment agreements with any of our Named Executive Officers.

We provided an employment letter to our Senior Vice President and Chief Strategic Officer, Mr.

We provided an employment letter to our Senior Vice President, Mr.

Tholen (the "Tholen Employment Letter"), in connection with his hiring in December 2019 setting forth the terms of his employment, which we determined were necessary to successfully hire Mr.

Tholen and in the best interests of the Company.

The Tholen Employment Letter provides for, among other things, (i) an initial annual base salary of $500,000.00, (ii) an award in 2019 under the LTIP having value on the grant date of $1 million and (iii) a one-time signing bonus of $1.5 million, which was paid or is payable in three equal cash installments of $500,000 in December 2019, 2020 and 2021, subject to Mr.

Tholen also serves as the President of Alliance Minerals, LLC.

The Tholen Employment Letter provides for, among other things, (i) an initial annual base salary of $500,000, (ii) an award in 2019 under the LTIP having value on the grant date of $1 million and (iii) a one-time signing bonus of $1.5 million, which was paid in three cash installments of $500,000 each in December 2019, 2020 and 2021,

subject to Mr.

Tholen's continued employment through such dates.

The Tholen Employment Letter also provides that if Mr.

Tholen’s employment

is involuntarily terminated on or before December 31, 2022, other than for Good Cause (as defined in the Tholen Employment Letter), Mr.

Tholen’s employment is involuntarily terminated on or before December 31, 2022, other than for Good Cause (as defined in the Tholen Employment Letter), Mr.

Tholen will receive a severance payment in an amount equal to (a) two times Mr.

Tholen's then-effective annual base salary plus (b) two times the then-effective standard payout for Mr.

Tholen under the short-term incentive plan ("STIP"), plus (c) any unpaid installment(s) of the one-time signing bonus described above, which amount shall be paid at the time of Mr.

Tholen under the short-term incentive plan ("STIP"), which amount shall be paid at the time of Mr.

Tholen's termination of employment.

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The Compensation Committee believes that it is important to review and compare our performance with that of peer companies in the coal industry, and reviews the composition of the peer group annually.

The peer group for 2020 included Arch Coal, Inc., Consol Energy, Inc., Contura Energy, Inc., Natural Resource Partners L.P., Warrior Met Coal, Inc., and Peabody Energy Corporation.

In assessing the competitiveness of our executive compensation program for 2020, the Compensation Committee, with the assistance of the Chairman, President and CEO, collected and analyzed peer group proxy information and developed a comparative analysis of base salaries, short-term incentives, total cash compensation, long-term incentives and total direct compensation.

The peer group for 2021 included Alpha Metallurgical Resources, Inc., Arch Resources, Inc., Consol Energy, Inc., Natural Resource Partners L.P., Peabody Energy Corporation and Warrior Met Coal, Inc.

In assessing the competitiveness of our executive compensation program for 2021, the Compensation Committee, with the assistance of the Chairman, President and CEO, collected and analyzed peer group proxy information and developed a comparative analysis of base salaries, short-term incentives, total cash compensation, long-term incentives and total compensation.

The Compensation Committee uses the peer group data as a point of reference for comparative purposes, but it is not the determinative factor for the compensation of our Named Executive Officers.

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The performance measure is subject to equitable adjustment in the sole discretion of the Compensation Committee to reflect the occurrence of any significant events during the year.

The performance target historically has been EBITDA-based, with items added or removed from the EBITDA calculation to ensure that the performance target reflects the operating results of our core business.

(EBITDA is defined as net income of ARLP before net interest expense, income taxes, depreciation, depletion and amortization and net income attributable to noncontrolling interest.) The aggregate cash available for awards under the STIP each year is dependent on our actual financial results for the year compared to the annual performance target, and it increases in relationship to our EBITDA, as adjusted, exceeding the minimum threshold.

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Compensation Committee approved a minimum financial performance target of $371.1 million in EBITDA from current operations, normalized by excluding any charges for unit-based and directors' compensation.

For 2020, we did not achieve the minimum performance target and no performance pay-out was awarded.

If a performance pay-out pool is approved by the Compensation Committee, individual awards to our Named Executive Officers each year are determined by and in the discretion of the Compensation Committee.

For 2021, we exceeded the minimum performance target.

Individual awards to our Named Executive Officers each year are determined by and in the discretion of the Compensation Committee.

However, the Compensation Committee does not establish individual target payout amounts for the Named Executive Officers' STIP awards.

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The Compensation Committee maintains discretion to grant cash bonus awards outside of the STIP to address special situations.

During 2020, certain Named Executive Officers received a discretionary cash bonus award.

These bonuses were determined following the Compensation Committee’s review and discussion of retention and incentive concerns amidst the unique impacts of the COVID-19 pandemic.

These actions were taken by the Compensation Committee in recognition of the difficulty of managing our business through the unprecedented impacts of the COVID-19 pandemic and based on its determination that such actions were prudent and necessary to help retain and motivate our management team.

Equity Awards under the LTIP

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Our LTIP is sponsored by Alliance Coal.

Under the LTIP, grants may be made of either (a) restricted units, (b) options to purchase common units (although to date, no grants of options have been made) or c) following an amendment of the LTIP in 2020, cash awards.

Under the LTIP, grants may be made of either (a) restricted units, (b) options to purchase common units (although to date, no grants of options have been made) or c) cash awards.

The Compensation Committee has authority to determine the participants to whom restricted units are granted, the number of restricted units to be granted to each such participant, and the conditions under which the restricted units may become vested, including the duration of any vesting period.

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However, if a grantee's employment is terminated for any reason prior to the vesting of any restricted units, those restricted units will be automatically forfeited, unless the Compensation Committee, in its sole discretion, determines otherwise.

The number of units actually distributed upon satisfaction of the applicable vesting requirements is reduced to cover the income tax

withholding requirement for each individual participant based upon the fair market value of the common units as of the date of distribution.

The number of units actually distributed upon satisfaction of the applicable vesting requirements is reduced to cover the income tax withholding requirement for each individual participant based upon the fair market value of the common units as of the date of distribution.

At the Compensation Committee's discretion, grants of restricted units under the LTIP may include the contingent right to receive quarterly distributions in an amount equal to the cash distributions we make to unitholders during the vesting period ("DERs").

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The target, however, requires achieving an aggregate performance level for the vesting period.

We typically issue grants under the LTIP at the beginning of each year, with the exceptions of new employees who begin employment with us at some other time and job promotions that may occur at some other time.

However, no grants under the LTIP have yet been made in 2021.

The compensation expense associated with LTIP grants is recognized over the vesting period in accordance with FASB Accounting Standards Codification ("ASC") 718, Compensation — Stock Compensation .

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The Compensation Committee believes the performance-related vesting conditions of all outstanding awards under the LTIP will be reasonably difficult to satisfy and therefore support our key compensation objectives discussed above.

2018 LTIP Grants .

On December 10, 2020 the Compensation Committee determined that the performance vesting requirement with respect to the restricted units granted under the LTIP on January 24, 2018 (the "2018 Grants") had been met, and approved amending the terms of the 2018 Grants to accelerate the date of vesting of the restricted units from January 1, 2021 to December 14, 2020 and to provide for settlement of the 2018 Grants in cash rather than units.

The 2018 Grants vested on December 14, 2020 at a price of $4.99 per unit and were settled in cash.

2019 and 2020 LTIP Grants.

During the first quarter of 2020, it was determined the vesting performance requirement with respect to the restricted units granted under the LTIP on January 23, 2019 (the "2019 Grants") was not probable of being satisfied, and previously recognized expense for the 2019 Grants was reversed.

During the fourth quarter of 2020, it was determined the vesting performance requirement with respect to the restricted units granted under the LTIP on January 22, 2020 (the "2020 Grants") was not probable of being satisfied, and previously recognized expense for the 2020 Grants was reversed.

In December 2020, the 2019 Grants to all participants were canceled, the 2020 Grant to Mr.

Tholen was canceled, and the Compensation Committee approved amending the terms of the 2020 Grants to participants other than Mr.

The amendments to the 2020 Grants revised the vesting performance requirement and increased the number of restricted units granted under the amended 2020 Grants.

The amended 2020 Grants will vest on January 1, 2023, subject to the satisfaction of the vesting requirements.

In addition, in 2020 the Compensation Committee approved new 2020 service-based vesting LTIP awards.

These awards will be settled in cash provided that the participant remain employed at the time of payment, which will be paid 75% in February 2022 and 25% in February 2023 for all participants other than Mr.

Tholen, and will be paid one-half in February 2022 and one-half in February 2023 for Mr.

The restricted units granted to Mr.

Tholen in February 2020 (as well as restricted units granted to him in 2019) were cancelled in December 2020 and replaced with a cash service award that is payable one-half in February 2022 and one-half in February 2023, subject to his continued service on such dates.

As with the bonus awards above, these LTIP actions were taken by the Compensation Committee in recognition of the difficulty of managing our business through the unprecedented impacts of the COVID-19 pandemic and based on its determination that such actions were prudent and necessary to help retain and motivate our management team.

Grants for 2021 under the LTIP, made April 22, 2021, will cliff vest on January 1, 2024, provided we achieve a target level of aggregate EBITDA for current operations, excluding any charges for unit-based and directors' compensation, for the period January 1, 2021 through December 31, 2023.

Regardless of achieving the EBITDA target, the 2021 grants have a minimum value guarantee of either $2.53 or $3.79 per unit.

Grants for 2022 under the LTIP, made January 26, 2022, will cliff vest on January 1, 2025, provided we achieve a target level of aggregate EBITDA for current operations, excluding any charges for unit-based and directors' compensation, for the period January 1, 2022 through December 31, 2024.

Regardless of achieving the EBITDA target, the 2022 grants have a minimum value guarantee of either $9.62 or $6.41 per unit.

The LTIP provides the Compensation Committee with discretion to determine the conditions for vesting (as well as all other terms and conditions) associated with any award under the plan, and to amend any of those conditions so long as an amendment does not materially reduce the benefit to the participant.

Unit Options .

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The Partnership provides a limited amount of perquisites and personal benefits to the Named Executive Officers in keeping with the Compensation Committee's objectives to provide competitive compensation to motivate and reward executive officers for creating sustainable, capital-efficient growth in available cash.

These perquisites and personal benefits typically include amounts for items such as tax preparation fees and social club dues, and are reviewed annually by the Compensation Committee.

These perquisites and personal benefits typically include amounts for items such as tax preparation fees and annual physical medical exams, and are reviewed annually by the Compensation Committee.

Compensation Committee Report

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General Counsel and Secretary

Senior Vice President and

Chief Strategic Officer

Senior Vice President;

President Alliance Minerals, LLC

Senior Vice President and

Chief Operating Officer

(1) In recent years, certain of our Named Executive Officers devoted a portion of their time to the business of one or more related parties and, to the extent they did so, the base salary of those executive officers was reimbursed to Alliance Coal by those related parties pursuant to an administrative services agreement.

Please see "Item 1.

Business—Employees— Administrative Services Agreement ."

In 2020 and 2019, Alliance Coal was not reimbursed base salary for any of our Named Executive Officers.

In 2018, prior to the Simplification Transactions on May 31, 2018, the percentage of base salary reimbursed to Alliance Coal was 5% for Mr.

Craft, 5% for Mr.

Cantrell and 8% for Mr.

Please see "Item 1.

Business—Partnership Simplification"

for more information on the Simplification Transactions.

(1) The amounts for Messrs.

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The amounts for Mr.

Tholen represent the first and second installments of his signing bonus.

Tholen represent the three installments of his signing bonus.

Please see "Item 11.

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The 2020 amounts also include the grant date fair value of the additional restricted units granted in December 2020.

The grants include a minimum value guarantee.

Tholen, the 2020 amount represents the grant date fair value of the restricted units when originally granted in February 2020.

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Craft did not receive any grants under the LTIP during 2020.

See the Grants of Plan-Based Awards Table below for additional detail.

(3) Other than the restricted units which were modified in December 2020 and discussed in footnote (2) above, the Unit Awards represent the aggregate grant date fair value of restricted units granted pursuant to FASB ASC 718, using the same assumptions as used for financial reporting purposes and which are more fully described in "Item 8.

Financial Statements and Supplementary Data—Note 17 – Common Unit-Based Compensation Plans,"

to each Named

Executive Officer under the LTIP in the respective year.

to each Named Executive Officer under the LTIP in the respective year.

The restricted units that were granted in 2018 were settled in cash at $4.99 per unit in December 2020.

The cash settlement is included in "All Other Compensation"

in 2020 as discussed in footnote (6).

The restricted units that were granted in 2019 were canceled in December 2020 since it was determined that the vesting requirements for these restricted units were not probable of being satisfied.

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STIP payments typically are made in the first quarter of the year following the year in which they are earned, however the STIP payment to Mr.

Tholen was made in December 2020.

Tholen in 2020 was

made in December 2020.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Program Components— Annual Cash Incentive Bonus Awards ."

(6) For all Named Executive Officers, the amounts represent the sum of the (a) SERP phantom unit contributions valued at the market closing price of our common units on the date the phantom unit was granted, (b) profit sharing savings plan employer contribution, (c) perquisites in excess of $10,000 and (d) cash settlement in December 2020 of restricted units that were granted under the LTIP in 2018.

A reconciliation of the 2020 amounts shown is as follows:

(5) For all Named Executive Officers, the amounts represent the sum of the (a) SERP phantom unit contributions valued at the market closing price of our common units on the date the phantom unit was granted, (b) profit sharing savings plan employer contribution and (c) perquisites in excess of $10,000.

In addition, the amounts for 2020 include cash settlement in December 2020 of restricted units that were granted under the LTIP in 2018.

A reconciliation of the 2021 amounts is as follows:

Profit Sharing Plan

Cash Settlement of

Perquisites (a)

LTIP grants (b)

Eberley Davis

Tholen, perquisites and other personal benefits comprised of relocation related expenses of $259,004.

b) In December 2020, we accelerated the vesting requirements for restricted units that were granted under the LTIP in 2018 and settled these restricted units in cash rather than units at a price of $4.99 per unit.

Tholen began employment and became a Named Executive Officer on December 23, 2019, therefore compensation for 2018 is not presented in the table.

Tholen, perquisites and other personal benefits comprised of relocation related expenses of $37,834 and tax preparation fees of $140.

Grants of Plan-Based Awards Table

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Approved Date

February 5, 2020

February 14, 2020

December 17, 2020

December 31, 2020

February 5, 2020

February 14, 2020

December 17, 2020

August 13, 2021

November 12, 2021

April 27, 2021

August 13, 2021

November 12, 2021

December 31, 2021

January 27, 2021

January 19, 2022

Eberley Davis

February 5, 2020

February 14, 2020

December 17, 2020

December 31, 2020

February 5, 2020

February 14, 2020

December 17, 2020

December 31, 2020

February 5, 2020

February 14, 2020

April 27, 2021

August 13, 2021

November 12, 2021

December 31, 2021

January 27, 2021

January 19, 2022

April 27, 2021

August 13, 2021

November 12, 2021

December 31, 2021

January 27, 2021

January 19, 2022

April 27, 2021

August 13, 2021

November 12, 2021

December 31, 2021

January 27, 2021

January 19, 2022

(1) In accordance with the provisions of the SERP, a participant's cumulative notional phantom unit account balance earns the equivalent of common unit distributions when we pay a distribution to our common unitholders, which is added to the account balance in the form of phantom units.

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Therefore, these contributions are not separately approved by the Compensation Committee.

(3) Awards under our STIP are subject to a minimum financial performance target each year.

(3) Awards under the STIP are subject to our achieving an annual financial performance target each year.

However, determination of individual awards under the STIP is based upon an assessment of the Named Executive Officer's performance, comparative compensation data of companies in our peer group and recommendation of the Chairman, President and CEO .

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for additional information regarding the STIP awards.

(4) Column not applicable for 2020 as no awards were earned by Named Executive Officers pursuant to our STIP in 2020.

(4) These amounts represent awards pursuant to our STIP.

On January 27, 2021, the Compensation Committee set the EBITDA target amount for use in determining the total plan payout for 2021.

The discretionary payout allocations to all participating employees is determined after the year is completed.

Please see "Item 11.

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However, the vesting of these grants is subject to the satisfaction of certain performance criteria.

The grants include a minimum value guarantee.

Please see "Item 11.

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(6) These awards are grants of restricted units pursuant to our LTIP.

As discussed in footnote (3) to the Summary Compensation Table, the restricted units granted to Named Executive Officers on February 5, 2020 were modified on December 17, 2020, with the exception of the restricted units that were granted to Mr.

Tholen on February 5, 2020, which were canceled on December 17, 2020 and replaced with a cash service award that is expected to vest on January 1, 2023.

This column includes the original awards granted on February 5, 2020 that will not vest or be received by the Named Executive Officers because they were modified or canceled in December 2020.

The grants of restricted units on December 17, 2020 include the modified February 5, 2020 awards, which are equal to the number of original

awards granted on February 5, 2020 for those Named Executive Officers that received a grant, as well as additional restricted units that were granted to each Named Executive Officer.

Craft and Tholen were not granted restricted units on December 17, 2020.

The grants include a minimum value guarantee.

Please see "Item 11.

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Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan ."

(8) We calculated the fair value of LTIP awards granted on February 5, 2020 to our Named Executive Officers using a value of $9.62 per unit, the closing unit price on the grant date.

We calculated the fair value of the LTIP awards modified and granted on December 17, 2020 using a value of $5.02 per unit, the closing unit price on that date.

(8) We calculated the fair value of LTIP awards granted on April 27, 2021 to our Named Executive Officers using a value of $6.03 per unit, the closing unit price on the grant date.

We calculated the fair value of SERP phantom unit awards using the market closing price on the date the phantom unit award was granted.

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The target, however, requires achieving an aggregate performance level for the three-year period.

The grants include a minimum value guarantee.

Please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ."

In December 2020, the 2019 Grants to all participants were canceled, the 2020 Grant to Mr.

Tholen was canceled, and the Compensation Committee approved amending the terms of the 2020 Grants to participants other than Mr.

The amendments to the 2020 Grants revised the vesting performance requirement and increased the number of restricted units granted under the amended 2020 Grants.

The amended 2020 Grants will vest on January 1, 2023, subject to the satisfaction of the vesting requirements.

In addition, in 2020 the Compensation Committee approved new 2020 service-based vesting LTIP awards.

These awards are denominated in cash and payable 75% in February 2022 and 25% in February 2023 for all participants other

The restricted units granted to Mr.

Tholen in February 2020 and in 2019 were cancelled in December 2020 and replaced with a service-based vesting award denominated in cash and payable one-half in February 2022 and one-half in February 2023.

The only condition of these service-based vesting awards is that the participant remain employed at the time of payment.

Supplemental Executive Retirement Plan

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Incentive awards paid pursuant to our STIP are deemed to be performance-based non-equity incentive compensation awards and are not included within the discretionary bonus amounts.

(2) Total Compensation includes $409,822, $521,981, $862,779 and $603,944 for Messrs.

Cantrell, Davis, Tholen and Wynne, respectively that reflect the grant date fair value of restricted units granted in February 2020 that were determined to be improbable of vesting under the original vesting requirements as discussed in footnote (3) to the Summary Compensation Table.

Outstanding Equity Awards at 2021 Fiscal Year End Table

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(1) Amounts represent restricted units awarded under the LTIP that were not vested as of December 31, 2021.

As a result of the cancellation of restricted units granted in 2019 and the cash settlement or cancellation of restricted units granted in 2018, the only restricted units that remain awarded under the LTIP at December 31, 2020 were the restricted units granted in 2020.

Subject to our achieving financial performance targets, these units will vest on January 1, 2023.

Subject to our achieving financial performance targets, these units will vest as follows:

Eberley Davis

Please see "Item 11.

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(2) Stated values are based on $12.64 per unit, the closing price of our common units on December 31, 2021, the final market trading day of 2021.

Units Vested Table for 2020

Number of Units

Acquired on Vesting

Value Realized on

Eberley Davis

(1) Amounts represent the number and value of restricted units granted under the LTIP that vested in 2020 and entitled the participants to receive ARLP common units.

These units vested on January 1, 2020 and are valued at $10.82 per unit, the closing price on December 31, 2019, the final market trading day of 2019.

Amounts presented in this table do not reflect the cash settlement in December 2020 of restricted units that were granted in 2018.

The cash settlement of these units are included within the "All Other Compensation"

column of the Summary Compensation Table for the 2020 year.

Please see "Item 11.

Units Vested for 2021

Our Named Executive Officers did not have any restricted units granted under the LTIP that vested during 2021.

For more information on the LTIP, please see "Item 11.

Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ."

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(3) Amounts represent earnings accrued during 2021 on each Named Executive Officer's SERP notional account balance for additional phantom units as a result of quarterly distributions on our common units and changes in the market value of the notional account balance.

The market value of the notional account balance at the end of 2021 and 2020 was $12.64 and $4.48 per common unit, respectively.

Earnings were not above-market or preferential.

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Wynne, $548,021.

These amounts contributed since inception, other than the amounts contributed in the last fiscal year, were previously reported as compensation in the Summary Compensation Table in previous years.

Narrative Discussion Relating to the Nonqualified Deferred Compensation Table for 2021

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as one of the following events:

(1) any sale, lease, exchange or other transfer of all or substantially all of our assets or Alliance Coal's assets to any person other than a person who is our affiliate;

sale, lease, exchange or other transfer of all or substantially all of our assets or Alliance Coal's assets to any person other than a person who is our affiliate;

(2) the consolidation or merger of Alliance Coal with or into another person pursuant to a transaction in which the outstanding voting interests of Alliance Coal are changed into or exchanged for cash, securities or other property, other than any such transaction where (a) the outstanding voting interests of Alliance Coal are changed into or exchanged for voting stock or interests of the surviving corporation or its parent and (b) the holders of the voting interests of Alliance Coal immediately prior to such transaction own, directly or indirectly, not less than a majority of the voting stock or interests of the surviving corporation or its parent immediately after such transaction;

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Tholen will receive a severance payment in an amount equal to two times Mr.

Tholen's then-effective annual base salary plus his target STIP award, and any unpaid installment(s) of the one-time signing bonus described above, which as of December 31, 2020, would equal $3,000,000.

Tholen's then-effective annual base salary plus his target STIP award, which as of December 31, 2021 would equal $2,000,000.

Director Compensation

The sole member of our general partner has the right to set the compensation of the directors of our general partner.

Typically, such compensation has been set by the Board of Directors upon recommendation of the Compensation Committee, and with the concurrence of Mr.

Typically, such compensation has been set by the Compensation Committee with the concurrence of Mr.

Craft, who indirectly owns our general partner.

Craft and Mr.

Wesley, our only employee directors, received no director compensation for 2020, and all compensation that Mr.

Craft, our only employee director, received no director compensation for 2021, and all compensation that Mr.

Craft received in his capacity as an employee is set forth above within the Summary Compensation Table.

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Upon any recapitalization, reorganization, reclassification, split of common units, distribution or dividend of securities on ARLP common units, our consolidation or merger, or sale of all or substantially all of our assets or other similar transaction that is effected in such a way that holders of common units are entitled to receive (either directly or upon subsequent liquidation) cash, securities or assets with respect to or in exchange for ARLP common units, the Compensation Committee shall, in its sole discretion (and upon the advice of financial advisors as may be retained by the Compensation Committee), immediately adjust the notional balance of phantom units in each director's account under the Directors' Deferred Compensation Plan to equitably credit the fair value of the change in the ARLP common units and/or the distributions (of cash, securities or other assets) received or economic enhancement realized by the holders of the ARLP common units.

The Board of Directors has established a recommendation that each non-employee director should attain within five years following such person's election to the Board of Directors, and thereafter maintain during service on the Board of Directors, ownership of equity of ARLP (including phantom equity ownership under the Directors' Deferred Compensation Plan) with an aggregate value of $220,000.

CEO Pay Ratio Disclosures

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To determine the annual total compensation of our median employee and our CEO, we took the following steps:

● We determined that, as of December 31, 2020, our employee population consisted of approximately 2,924 individuals with the vast majority of these individuals located in the United States.

This population consisted of our full-time and part-time employees, as we do not have seasonal workers.

● We used a consistently applied compensation measure to identify our median employee of comparing the amount of salary or wages reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2020.

● We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis.

Since the vast majority of our employees, including our CEO, are located in the United States, we did not make any cost of living adjustments in identifying the median employee.

● After we identified our median employee, we combined all of the elements of such employee's compensation for the 2020 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $72,549, comprised of such employee's W-2 compensation of $66,602 and contributions in the amount of $5,947 that we made on the employee's behalf to our 401(k) plan for the 2020 year.

● Using the same median employee identified in 2020, we combined all of the elements of such employee's compensation for the 2021 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $71,753, comprised of such employee's W-2 compensation of $65,548 and contributions in the amount of $6,205 that we made on the employee's behalf to our 401(k) plan for the 2021 year.

● With respect to the annual total compensation of our CEO, we used the amount reported in the "Total"

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Craft III (1)

Wesley III (2)

Eberley Davis

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(1) The common units attributable to Mr.

Craft consist of (i) 19,305,581 common units held directly by him, (ii) 168,602 common units attributable to Mr.

Craft's spouse and (iii) 28,141 common units held by SGP (indirectly jointly owned by Mr.

Craft and Kathleen S.

(2) The common units attributable to Mr.

Wesley consist of (i) 1,035,728 common units held directly by him and (ii) 1,351,124 common units held through trusts and other entities controlled by him.

Craft consist of (i) 19,319,651 common units held directly by him and (ii) 168,602 common units attributable to Mr.

Craft's spouse.

(2) The common units attributable to Mr.

Wynne consist of (i) 795,673 common units held directly by him and (ii) 351,036 common units held through a trust and another entity controlled by him.

(4) The common units attributable to Kathleen S.

Craft consist of (i) 16,209,468 common units held directly by her and (ii) 28,141 common units held by SGP (indirectly jointly owned by Mr.

Craft and Kathleen S.

Equity Compensation Plan Information

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price of outstanding options,

under equity compensation

under equity compensation plans

Plan Category

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warrants and rights

plans as of December 31, 2020

as of December 31, 2021 (1)

Equity compensation plans approved by unitholders:

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Directors' Deferred Compensation

(1) We believe that we have sufficient capacity under our compensation plan to cover granted awards after consideration of future forfeitures and expected tax withholdings.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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ARLP has the following additional related-party transactions:

Certain Relationships

We are managed by MGP, which holds a non-economic general partner interest in us.

Prior to the Simplification Transactions discussed in "Item 8.

Financial Statements and Supplementary Data—Note 1 — Organization and Presentation – Partnership Simplification,"

AHGP directly and indirectly through its wholly owned subsidiary, MGP II, LLC ("MGP II") owned approximately 66.7% of our total outstanding common units, and MGP was a wholly owned subsidiary of MGP II.

As a result of the Simplification Transactions, AHGP and MGP II became wholly owned subsidiaries of ARLP and MGP remained our sole general partner and became a wholly owned subsidiary of AGP, which is indirectly wholly owned by Mr.

MGP's ability, as general partner, to control us effectively gives MGP the ability to veto our actions and to control our management.

Prior to the Simplification Transactions, certain of our officers and directors were also officers and/or directors of AHGP's general partner, AGP, including Mr.

Craft, the Chairman, President and CEO of our general partner, Mr.

Torrence, a Director, member of the Compensation Committee and Chairman of the Audit Committee of the MGP Board of Directors, Mr.

Cantrell, the Senior Vice President and Chief Financial Officer of our general partner, Mr.

Davis, the Senior Vice President, General Counsel and Secretary of our general partner, and Mr.

Fouch, Vice President, Controller and Chief Accounting Officer of our general partner.

Following the Simplification Transactions, Messrs.

Craft, Cantrell, Davis and Fouch continue to be officers of AGP, which is no longer the general partner of AHGP as a result of the Simplification Transactions.

Related-Party Transactions

The Board of Directors and its Conflicts Committee review our related-party transactions that involve a potential conflict of interest between MGP or any of its affiliates and ARLP or its subsidiaries or any other partner of ARLP to determine that such transactions reflect market-clearing terms and customary conditions.

The Board of Directors and its Conflicts Committee review our related-party transactions that involve a potential conflict of interest between MGP, which holds a non-economic general partner interest in ARLP, or any of its affiliates and ARLP or its subsidiaries or any other partner of ARLP to determine that such transactions reflect market-clearing terms and customary conditions.

As a result of these reviews, the Board of Directors and the Conflicts Committee approved each of the transactions described below that had such potential conflict of interest as fair and reasonable to us and our limited partners.

Administrative Services

On April 1, 2010, effective January 1, 2010, ARLP entered into an Administrative Services Agreement with our general partner, our Intermediate Partnership, AGP, and Alliance Resource Holdings II, Inc.

("ARH II").

Under the Administrative Services Agreement, certain employees, including some executive officers, provided administrative services for AGP and ARH II and their respective affiliates.

On April 1, 2010, effective January 1, 2010, ARLP entered into an Administrative Services Agreement with our general partner, our Intermediate Partnership and AGP.

Under the Administrative Services Agreement, certain employees, including some executive officers, provided administrative services for AGP and its affiliates.

Our partnership agreement provides that MGP and its affiliates be reimbursed for all direct and indirect expenses incurred or payments made on behalf of us, including, but not limited to, director fees and expenses, management's salaries and related benefits (including incentive compensation), and accounting, budgeting, planning, treasury, public relations, land administration, environmental, permitting, payroll, benefits, disability, workers' compensation management, legal and information technology services.

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In accordance with the provisions of that agreement, Alliance Coal paid JC Land $0.1 million for the year ended December 31, 2021 for use of the aircraft.

Effective August 1, 2013, Alliance Coal entered into an expense reimbursement agreement with JC Land regarding pilots hired by Alliance Coal to operate aircraft owned by ASI and JC Land.

Effective August 1, 2013, Alliance Coal entered into an expense reimbursement agreement with JC Land regarding pilots employed by Alliance Coal to operate aircraft owned by ASI and JC Land.

In accordance with the expense reimbursement agreement, JC Land reimburses Alliance Coal for a portion of the compensation expense for its pilots.

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paid by us on their behalf.

Effective March 2020, Alliance Royalty, LLC ("Alliance Royalty") entered into an expense reimbursement agreement with Mr.

Craft's affiliate, JC Resources LP ("JC Resources") regarding the salaries of the oil & gas technical personnel hired by Alliance Coal in 2020.

During 2020, Alliance Royalty was reimbursed $0.5 million by JC Resources.

We do not expect further reimbursement from JC Resources as the agreement was not extended into 2021.

SGP Land/Craft Foundations

Craft Foundations

In 2001, SGP Land, LLC as successor in interest to an unaffiliated third party, entered into an amended mineral lease with MC Mining.

In December 2018, the property subject to the lease was transferred to the Joseph W.

Craft III Foundation and the Kathleen S.

Craft Foundation, which each hold an undivided one-half interest (the "Craft Foundations").

Under the terms of the lease, MC Mining was required to pay an annual minimum royalty of $0.3 million until $6.0 million of cumulative annual minimum and/or earned royalty payments had been paid.

The cumulative annual minimum lease requirement of $6.0 million was met in 2015.

MC Mining paid no earned royalties in 2020 and paid $0.3 million and $0.1 million in 2019 and 2018 respectively.

As of January 1, 2019 the property subject to this lease is owned by the Joseph W.

Craft III Foundation and the Kathleen S.

Craft Foundation, an undivided one-half interest each (the "Craft Foundations").

SGP/Craft Foundations

Tunnel Ridge has a surface land lease with SGP with an annual payment of $0.2 million, payable in January of each year.

As of January 1, 2019 the property subject to this lease is owned by the Craft Foundations, an undivided one-half interest each.

MC Mining paid no earned royalties in 2021 or 2020 and paid $0.3 million in 2019.

Craft Foundations

Tunnel Ridge has a surface land lease with an annual payment of $0.2 million, payable in January of each year with the Craft Foundations, which hold an undivided one-half interest each.

Omnibus Agreement

We are party to an omnibus agreement with Alliance Resource Holdings, Inc.

("ARH"), MGP and AGP, which govern potential competition among us and the other parties to this agreement.

Pursuant to the terms of the omnibus agreement, ARH and AGP agreed, and caused their controlled affiliates to agree, for so long as management controls MGP, not to engage in the business of mining, marketing or transporting coal in the United States, unless it first offers us the opportunity to engage in a potential activity or acquire a potential business, and the Board of Directors, with the concurrence of its Conflicts Committee, elects to cause us not to pursue such opportunity or acquisition.

In addition, ARH has the ability to purchase businesses, the majority value of which is not mining, marketing or transporting coal, provided ARH offers us

the opportunity to purchase the coal assets following their acquisition.

The restriction does not apply to the assets retained and business conducted by ARH at the closing of our initial public offering.

Except as provided above, ARH and AGP and their controlled affiliates are prohibited from engaging in activities wherein they compete directly with us.

In addition to its non-competition provisions, the agreement also provides for indemnification of us against liabilities associated with certain assets and businesses of ARH that were disposed of or liquidated prior to consummating our initial public offering.

We are party to an omnibus agreement with MGP and AGP, which govern potential competition among us and the other parties to this agreement.

Pursuant to the terms of the omnibus agreement, AGP and its affiliates agreed, for so long as Mr.

Craft controls MGP, not to engage in the business of mining, marketing or transporting coal in the United States, unless it first offers us the opportunity to engage in a potential activity or acquire a potential business, and the Board of Directors, with the concurrence of its Conflicts Committee, elects to cause us not to pursue such opportunity or acquisition.

In addition, AGP has the ability to purchase businesses, the majority value of which is not mining, marketing or transporting coal, provided AGP offers us the opportunity to purchase the coal assets following their acquisition.

The restriction does not apply to the assets retained and business conducted by an affiliate of AGP at the closing of our initial public offering.

Except as provided above AGP and its affiliates are prohibited from engaging in activities wherein they compete directly with us.

Director Independence

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

The firm of Ernst & Young LLP is our independent registered public accounting firm.

The following table sets forth fees paid to Ernst & Young LLP during the years ended December 31, 2020 and 2019:

The firm of Grant Thornton LLP is our independent registered public accounting firm for the 2021 year.

The firm of Ernst & Young LLP was our independent registered public accounting firm for the 2020 year.

The following table sets forth fees paid to Grant Thornton LLP and Ernst & Young LLP during the years ended December 31, 2021 and 2020:

(in thousands)

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(3) Tax fees consist primarily of services rendered for tax compliance, tax advice, and tax planning.

There were no tax services provided by Grant Thornton LLP for 2021.

The charter of the Audit Committee provides that the committee is responsible for the pre-approval of all auditing services and permitted non-audit services to be performed for us by our independent registered public accounting firm, subject to the requirements of applicable law.

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(a) (1) Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm-Grant Thornton LLP (PCAOB ID Number 248)

Report of Independent Registered Public Accounting Firm-Ernst & Young LLP (PCAOB ID Number 42)

Consolidated Balance Sheets

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Exhibit Description

Simplification Agreement, dated as of February 22, 2018, by and among Alliance Holdings GP, L.P., Alliance GP, LLC, Wildcat GP Merger Sub, LLC, MGP II, LLC, ARM GP Holdings, Inc., New AHGP GP, LLC, Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC and Alliance Resource GP, LLC .

Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P.

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Third Amended and Restated Operating Agreement of Alliance Resource Management GP, LLC, dated as of May 31, 2018.

Incorporated by Reference

Exhibit Description

Form of Common Unit Certificate (Included as Exhibit A to the Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P., included in this Exhibit Index as Exhibit 3.2).

Indenture, dated as of April 24, 2017, by and among Alliance Resource Operating Partners, L.P.

and Alliance Resource Finance Corporation, as issuers, Alliance Resource Partners, L.P., as parent, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee.

and Alliance Resource Finance Corporation, as issuers, Alliance Resource

Incorporated by Reference

Exhibit Description

Partners, L.P., as parent, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee.

Form of 7.500% Senior Note due 2025 (included in Exhibit 4.2).

Description of the Registrant’s Securities registered under Section 12 of the Securities Exchange Act of 1934.

Note Purchase Agreement, dated as of August 16, 1999, among Alliance Resource GP, LLC and the purchasers named therein.

Amendment and Restatement of Letter of Credit Facility Agreement dated October 2, 2010.

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and the other parties named therein

Incorporated by Reference

Exhibit Description

Omnibus Agreement, dated August 16, 1999, among Alliance Resource Holdings, Inc., Alliance Resource Management GP, LLC, Alliance Resource GP, LLC and Alliance Resource Partners, L.P.

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Alliance Coal, LLC Short-Term Incentive Plan

Incorporated by Reference

Exhibit Description

Alliance Coal, LLC Supplemental Executive Retirement Plan

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and Alliance GP, LLC

Incorporated by Reference

Exhibit Description

First Amendment to the Amended and Restated Alliance Coal, LLC Supplemental Executive Retirement Plan

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Second Amendment to the Alliance Coal, LLC Short-Term Incentive Plan

Note Purchase Agreement, 6.28% Senior Notes Due June 26, 2015, and 6.72% Senior Notes due June 26, 2018, dated as of June 26, 2008, by and among Alliance Resource Operating Partners, L.P.

and various investors

First Amendment, dated as of June 26, 2008, to the Note Purchase Agreement, dated August 16, 1999, 8.31% Senior Notes due August 20, 2014, by and among Alliance Resource Operating Partners, L.P.

(as successor to Alliance Resource GP, LLC) and various investors

Incorporated by Reference

Exhibit Description

Third Amendment to the Amended and Restated Alliance Coal, LLC Supplemental Executive Retirement Plan

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Amended and Restated Charter for the Compensation Committee of the Board of Directors dated February 23, 2010.

Incorporated by Reference

Exhibit Description

Amended and Restated Administrative Services Agreement effective January 1, 2010, among Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC, Alliance Resource Holdings II, Inc., Alliance Resource Operating Partners, L.P., Alliance Holdings GP, L.P.

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Sale and Contribution Agreement, dated as of December 5, 2014, among Alliance Resource Operating Partners, L.P., as seller and AROP Funding, LLC, as buyer

Incorporated by Reference

Exhibit Description

Receivables Financing Agreement, dated as of December 5, 2014, among Borrower, PNC Bank, National Association, as administrative agent as well as the letter of credit bank, the persons from time to time party thereto as lenders, the persons from time to time party thereto as letter of credit participants, and Alliance Coal, LLC, as initial servicer

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First Amendment to the Receivables Financing Agreement, dated as of December 4, 2015

Incorporated by Reference

Exhibit Description

Second Amendment to the Receivables Financing Agreement, dated as of February 24, 2016

Joinder Agreement, dated as of February 24, 2016, among Warrior Coal, LLC, Webster County Coal, LLC, White Oak Resources LLC and Hamilton County Coal, LLC, dated as of February 24, 2016

Fourth Amended and Restated Credit Agreement, dated as of January 27, 2017, by and among Alliance Resource Operating Partners, L.P., as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.

First Amendment to Note Purchase Agreement, dated as of January 27, 2017, by and among Alliance Resource Operating Partners, L.P.

and the subsidiary guarantors and various investors named therein.

Third Amendment to the Receivables Financing Agreement, dated as of December 2, 2016

Amendment No.

1 dated April 3, 2017 to the Fourth Amended and Restated Credit Agreement, dated as of January 27, 2017, by and among Alliance Resource Operating Partners, L.P., as borrower, the initial lenders, initial issuing banks and swingline bank named therein, JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC and Citigroup Global Markets Inc.

as joint lead arrangers, JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., and BOKF, NA DBA Bank of Oklahoma as joint bookrunners, Wells Fargo Bank, National Association, Citibank, N.A., and BOKF, NA DBA Bank of Oklahoma as syndication agents, and the other institutions named therein as documentation agents.

Fourth Amendment to the Receivables Financing Agreement, dated as of November 27, 2017

Fifth Amendment to the Receivables Financing Agreement, dated as of January 17, 2018

Incorporated by Reference

Exhibit Description

Contribution Agreement, dated as of July 28, 2017, by and among Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC, Alliance Resource GP, LLC, ARM GP Holdings, Inc., MGP II, LLC and Alliance Holdings GP, L.P.

First Amendment to Contribution Agreement, dated as of May 31, 2018, by and among Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC, Alliance Resource GP, LLC, ARM GP Holdings, Inc., MGP II, LLC and Alliance Holdings GP, L.P.

Sixth Amendment to the Receivables Financing Agreement, dated as of June 19, 2018

Seventh Amendment to the Receivables Financing Agreement, dated as of January 16, 2019

Incorporated by Reference

Exhibit Description

Subscription Agreement for Partnership Interest - General Partner Interest dated December 14, 2018 by and among Alliance Resource Partners, L.P., AllDale Minerals, LP and AllDale Mineral Management, LLC.

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AllDale Minerals, LP Joinder Agreements dated January 3, 2019 by and among Alliance Royalty, LLC, AllRoy GP, LLC and AllDale Minerals, LP.

Incorporated by Reference

Exhibit Description

AllDale Minerals II, LP Joinder Agreements dated January 3, 2019 by and among Alliance Royalty, LLC, AllRoy GP, LLC and AllDale Minerals II, LP.

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Employment letter to Kirk Tholen, dated October 21, 2019.

Incorporated by Reference

Exhibit Description

Fifth Amended and Restated Credit Agreement, dated as of March 9, 2020, by and among Alliance Resource Operating Partners, L.P., as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.

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Ninth Amendment to the Receivables Financing Agreement, dated as of January 15, 2021.

Tenth Amendment to the Receivables Financing Agreement, dated as of January 14, 2022.

Code of Ethics for Principal Executive Officer and Senior Financial Officers

Letter of Ernst & Young LLP, dated as of March 1,2021.

List of Subsidiaries.

Consent of Grant Thornton LLP.

Consent of Ernst & Young LLP.

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Cantrell, Senior Vice President and Chief Financial Officer of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated February 25, 2022, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Incorporated by Reference

Exhibit Description

Certification of Joseph W.

Craft III, President and Chief Executive Officer and Chairman of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated February 25, 2022, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incorporated by Reference

Exhibit Description

Certification of Brian L.

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Federal Mine Safety and Health Act Information

Henderson/Union Resources SEC S-K 1300 Technical Report Summary dated February 2022.

River View Mine SEC S-K 1300 Technical Report Summary February 2022.

Hamilton Mine SEC S-K 1300 Technical Report Summary dated February 2022.

Gibson South Mine SEC S-K 1300 Technical Report Summary dated February 2022.

Tunnel Ridge Mine SEC S-K 1300 Technical Report Summary dated February 2022.

Report of Netherland, Sewell & Associates, Inc., dated January 7, 2022

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February 25, 2022

/s/ Charles R.

Executive Vice President and Director

February 23, 2021

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

What changed 10-K

Item 9A. Controls and Procedures