What changed in this filing

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Item 1A. Risk Factors

2024-02-23 compared with 2023-02-24 · 152 added, 169 removed, 741 unchanged (30% of the section changed)

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● Changes in taxes or tariffs and trade measures could adversely impact us

● The Russian-Ukrainian conflict, and sanctions brought against Russia, have caused significant market disruptions that may lead to increased volatility in the price of commodities

● Global geopolitical tensions which have caused, and may cause in the future, significant market disputes that may lead to increased volatility in the price of commodities

● Changes in consumption patterns by utilities could affect our ability to sell coal and/or impact the price of our natural gas

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federal income tax purposes, and not being subject to a material amount of entity-level taxation.

Our cash available for distribution to unitholders may be substantially reduced if we become subject to entity-level taxation as a result of the Internal Revenue Service ("IRS") treating us as a corporation or legislative, judicial, or administrative changes, and may also be reduced by any audit adjustments if imposed directly on the Partnership.

Our cash available for distribution to unitholders may be substantially reduced if we become subject to entity-level taxation as a result of the IRS treating us as a corporation or legislative, judicial, or administrative changes, and may also be reduced by any audit adjustments if imposed directly on the Partnership.

● Even if unitholders do not receive any cash distributions from us, unitholders will be required to pay taxes on their share of our taxable income.

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Cash distributions to unitholders are not guaranteed.

The payment and amount of any future distribution will be subject to the sole discretion of the board of directors of our general partner ("Board of Directors") and will depend upon many factors, including our financial condition and prospects, our capital requirements and access to financing, covenants associated with our debt obligations, and other factors that our Board of Directors may deem relevant, and there can be no assurance that we will pay a distribution in the future.

The payment and amount of any future distribution will be subject to the sole discretion of the Board of Directors and will depend upon many factors, including our financial condition and prospects, our capital requirements and access to financing, covenants associated with our debt obligations, and other factors that our Board of Directors may deem relevant, and there can be no assurance that we will pay a distribution in the future.

The amount of cash we can distribute to holders of our common units or other partnership securities each quarter principally depends on the amount of cash we generate from our operations, which fluctuates from quarter to quarter.

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Furthermore, since the amount of cash we have available for distribution is not solely a function of profitability, which will be affected by non-cash items, we may make cash distributions during periods when we record net losses and may be unable to make cash distributions during periods when we record net income.

Please read "—Risks Related to our Business"

for a discussion of further risks affecting our ability to generate available cash.

Please read "—Risks Related to our Business" for a discussion of further risks affecting our ability to generate available cash.

We may issue an unlimited number of limited partner interests, on terms and conditions established by our general partner, without the consent of our unitholders, which will dilute your ownership interest in us and could increase the risk that we will not have sufficient available cash to make distributions.

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Our general partner has sole discretion to determine the amount of these expenses and fees.

For additional information, please see "Item 13.

Certain Relationships and Related Transactions, and Director Independence—Related-Party Transactions— Administrative Services.

Your liability as a limited partner may not be limited, and our unitholders could have to repay distributions or make additional contributions to us under certain circumstances.

As a limited partner in a partnership organized under Delaware law, you could be held liable for our obligations to the same extent as a general partner if you participate in the "control"

of our business.

As a limited partner in a partnership organized under Delaware law, you could be held liable for our obligations to the same extent as a general partner if you participate in the "control" of our business.

Our general partner generally has unlimited liability for the obligations of the partnership, except for those contractual obligations of the partnership that are expressly made without recourse to our general partner.

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Our partnership agreement:

● permits our general partner to make many decisions in its "sole discretion."

This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting us, our affiliates, or any limited partner;

● provides that our general partner is entitled to make other decisions in its "reasonable discretion";

● generally provides that affiliated transactions and resolutions of conflicts of interest not involving a required vote of unitholders must be "fair and reasonable"

to us and that, in determining whether a transaction or resolution is "fair and reasonable,"

our general partner may consider the interests of all parties involved, including its own.

● permits our general partner to make many decisions in its "sole discretion." This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting us, our affiliates, or any limited partner;

● provides that our general partner is entitled to make other decisions in its "reasonable discretion";

● generally provides that affiliated transactions and resolutions of conflicts of interest not involving a required vote of unitholders must be "fair and reasonable" to us and that, in determining whether a transaction or resolution is "fair and reasonable," our general partner may consider the interests of all parties involved, including its own.

Unless our general partner has acted in bad faith, the action taken by our general partner shall not constitute a breach of its fiduciary duty;

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● Our general partner is allowed to take into account the interests of parties in addition to us in resolving conflicts of interest, thereby limiting its fiduciary duties to our unitholders.

● Our general partner's affiliates are not prohibited from engaging in other businesses or activities, including those in direct competition with us, except as provided in the omnibus agreement (please see "Item 13.

Certain Relationships and Related Transactions, and Director Independence—Omnibus Agreement").

● Our general partner determines the amount and timing of our asset purchases and sales, capital expenditures, borrowings, and reserves, each of which can affect the amount of cash that is distributed to unitholders.

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Some of our executive officers and directors face potential conflicts of interest in managing our business.

Certain of our executive officers and directors are also officers and/or directors of Alliance GP, LLC ("AGP").

Certain of our executive officers and directors are also officers and/or directors of AGP.

These relationships could create conflicts of interest regarding corporate opportunities and other matters.

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These activities could increase costs, reduce demand for our coal and hydrocarbon products, reduce our profits, increase the potential for investigations and litigation, impair our brand, limit our choices for lenders, insurance providers and business partners, and have negative impacts on our unit price and access to capital markets.

In addition, certain organizations that provide corporate governance and other corporate risk information to investors and unitholders have developed scores and ratings to evaluate companies and investment funds based on ESG or "sustainability"

Currently, there are no universal standards for such scores or ratings, but consideration of sustainability evaluations is becoming more broadly accepted by investors.

Indeed, many investment funds focus on positive ESG business practices and sustainability scores when making investments, whereas other funds may use certain ESG criteria to "screen"

certain sectors, such as coal or fossil fuels more generally, out of their investments.

Indeed, many investment funds focus on positive ESG business practices and sustainability scores when making investments, whereas other funds may use certain ESG criteria to "screen" certain sectors, such as coal or fossil fuels more generally, out of their investments.

In addition, investors, particularly institutional investors, use these scores to benchmark companies against their peers and if a company is perceived as lagging, these investors may engage with companies to require improved ESG disclosure or performance or sell their interests in the company, particularly if its ESG performance does not improve.

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Additionally, to the extent ESG matters negatively impact our reputation, we may not be able to compete as effectively to recruit or retain employees, which may adversely affect our operations.

Public statements with respect to ESG matters, such as emission reduction goals, other environmental targets, or other commitments addressing certain social issues, are becoming increasingly subject to heightened scrutiny from public and governmental authorities related to the risk of potential "greenwashing,"

i.e., misleading information or false claims overstating potential ESG benefits.

For example, in March 2021, the SEC established the Climate and ESG Task Force in the Division of Enforcement to identify and address potential ESG-related misconduct, including greenwashing.

Certain non-governmental organizations and other private actors have also filed lawsuits under various securities and consumer protection laws alleging that certain ESG-statements, goals, or standards were misleading, false, or otherwise deceptive.

Certain non-governmental organizations and other private actors have also filed lawsuits under various securities and consumer protection laws alleging that certain ESG-statements, emission reduction claims, approaches to accounting for GHG emissions reductions, or other ESG-related goals, or standards were misleading, false, or otherwise deceptive.

As a result, we may face increased litigation risks from private parties and governmental authorities related to our ESG efforts.

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● our future ability to access the capital markets could be restricted as a result of future economic conditions, which could materially impact our ability to grow our business, including the development of our coal mineral reserves and resources.

We face various risks related to pandemics and similar outbreaks, which have had and may continue to have material adverse effects on our business, financial position, results of operations, and/or cash flows.

Since first reported in late 2019, the COVID-19 pandemic has dramatically impacted the global health and economic environment, including millions of confirmed cases, business slowdowns or shutdowns, government challenges, and market volatility of an unprecedented nature.

The COVID-19 pandemic and related economic repercussions have created significant volatility, uncertainty, and turmoil in the coal and oil & gas industries driven by widespread government-imposed lockdowns.

While most government-imposed shut-downs in the United States and abroad have been phased out, there is a possibility that such shut-downs may be reinstated if COVID-19 or another pandemic were to again become an acute, severe risk.

This could cause a sustained 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 and could cause a sustained decrease in demand for oil & gas, which would have a material adverse effect on our operations and financial condition.

The various governmental and private responses to the pandemic also led to widespread, global supply chain disruptions.

These supply chain disruptions have previously caused and may continue to or again cause some of our suppliers to fail to deliver the quantities of supplies we need or fail to deliver such supplies in a timely manner.

We face various risks related to pandemics and similar outbreaks, which have had and may in the future have material adverse effects on our business, financial position, results of operations, and/or cash flows.

Pandemics, outbreaks or other public health events that are outside of our control could significantly disrupt our operations and adversely affect our financial condition.

The global or national outbreak of an illness or other communicable disease, or any other public health crisis, such as COVID-19, may cause disruptions to our business and operations, which may include (i) shortages of employees, (ii) unavailability of contractors or subcontractors, (iii) interruption of supplies from third parties upon which we rely, (iv) restrictions recommended or imposed by government and health authorities, including quarantines, to address an outbreak and (v) restrictions that we and our contractors, subcontractors and our customers impose, including facility shutdowns, to ensure the safety of employees.

The extent to which COVID-19 or another future pandemic may adversely impact our results of operations, cash flows and financial condition depends on future developments, which are highly uncertain and unpredictable.

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Any subsequent refinancing of our current indebtedness or any new indebtedness could have similar or greater restrictions.

Please see "Item 8.

Financial Statements and Supplementary Data—Note 8 – Long-Term Debt"

for further discussion.

Please see "Item 8.

Financial Statements and Supplementary Data—Note 6 – Long-Term Debt" for further discussion.

We depend on the leadership and involvement of Joseph W.

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There is the potential that an individual matter or the aggregation of multiple matters could have an adverse effect on our cash flows, results of operations, or financial position.

Please see "Item 3.

Legal Proceedings"

and "Item 8.

Financial Statements and Supplementary Data—Note 23 – Commitments and Contingencies"

for further discussion.

Please see "Item 3.

Legal Proceedings" and "Item 8.

Financial Statements and Supplementary Data—Note 21 – Commitments and Contingencies" for further discussion.

The stability and profitability of our operations could be adversely affected if our customers do not honor existing contracts or do not extend existing or enter into new long-term contracts for coal.

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Some of our long-term sales contracts contain provisions that allow the purchase price to be renegotiated at periodic intervals.

These price reopener provisions may automatically set a new price based on the prevailing market price or, in some instances, require the parties to the contract to agree on a new price.

These price reopener provisions may automatically set a new price based on the prevailing market price or, in

some instances, require the parties to the contract to agree on a new price.

Any adjustment or renegotiation leading to a significantly lower contract price could adversely affect our operating profit margins.

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We depend on a few customers for a significant portion of our revenues, and the loss of one or more significant customers could affect our ability to maintain the sales volume and price of the coal we produce.

In 2022, we derived more than 10% of our total revenues from each of Duke Energy, Louisville Gas and Electric Company, and Tennessee Valley Authority.

In 2023, we derived more than 10% of our total revenues from each of American Electric Power and Tennessee Valley Authority.

If we were to lose this or any of our significant customers without finding replacement customers willing to purchase an equivalent amount of coal on similar terms, or if these customers were to decrease the amounts of coal purchased or change the terms, including pricing terms, on which they buy coal from us, it could have a material adverse effect on our business, financial condition, and results of operations.

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Strategic targets, such as energy-related assets, could be at greater risk of future terrorist or cyber-attacks than other targets in the United States.

Deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties could lead to corruption or loss of our proprietary data and potentially sensitive data, delays in production or delivery, difficulty in completing and settling transactions, challenges in maintaining our books and records, environmental damage, communication interruptions, other operational disruptions, and third-party liability.

Deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties could lead to corruption or loss of our proprietary data and potentially sensitive data, delays in production or delivery, difficulty in completing and settling transactions, misdirected wire transfers, challenges in maintaining our books and records, environmental damage, communication interruptions, other operational disruptions, and third-party liability.

Our insurance may not protect us against such occurrences.

Consequently, it is possible that any of these occurrences, or a combination of them, could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Consequently, it is possible that any of these occurrences, or a combination of them, could have a material adverse effect on our business, financial condition, results of operations, cash flows and reputation.

Further, as cyber incidents continue to evolve, we could be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cyber incidents.

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● overall domestic and global economic conditions;

● the adverse impact of the COVID-19 pandemic due to the reduction in demand;

● the supply of and demand for domestic and foreign coal;

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● supply chain and cost of raw materials for coal and oil & gas operations;

● the adverse impact of pandemics, outbreaks and other public health events;

● the proximity to and capacity of transportation facilities;

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In addition, coal is sold internationally in United States dollars and, as a result, general economic conditions in foreign markets and changes in foreign currency exchange rates could provide our foreign competitors with a competitive advantage.

If our competitors' currencies decline against the United States dollar or foreign purchasers' local currencies, those competitors could be able to offer lower prices for coal to those purchasers.

If our competitors' currencies decline against the United States dollar or foreign purchasers' local currencies, those competitors could be able

to offer lower prices for coal to those purchasers.

Furthermore, if the currencies of overseas purchasers were to significantly decline in value in comparison to the United States dollar, those purchasers may seek decreased prices for the coal we sell.

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While tariffs and other retaliatory trade measures imposed by other countries on United States goods have not yet had a significant impact on our business or results of operations, we cannot predict further developments, and such existing or future tariffs could have a material adverse effect on our results of operations, financial position and cash flows and could reduce our revenues and cash available for distribution.

The Russian-Ukrainian conflict, and sanctions brought against Russia, have caused significant market disruptions that may lead to increased volatility in the price of commodities, including oil & gas, coal, and other sources of energy.

The extent and duration of the military conflict involving Russia and Ukraine, resulting sanctions and future market or supply disruptions in the region are impossible to predict, but could be significant and may have a severe adverse effect on the region.

Global geopolitical tensions have caused, and may cause in the future, significant market disruptions that may lead to increased volatility in the price of commodities, including oil & gas, coal, and other sources of energy.

Volatility in coal and oil & gas prices has been and may continue to be heightened as a result of the ongoing Russian-Ukrainian conflict, continued hostilities in the Middle East between Israel and Hamas and the potential impact to global shipping caused by Houthi rebels in Yemen.

Globally, various governments have banned imports from Russia including commodities such as oil & gas and coal.

These events have caused volatility in the aforementioned commodity markets.

Although we have not experienced any material adverse effect on our results of operations, financial condition or cash flows as a result of the war or the resulting volatility, such volatility, may significantly affect prices for our coal and oil & gas or the cost of supplies and equipment, as well as the prices of competing sources of energy for our electric power plant customers.

The war, trade and monetary sanctions, as well as any escalation of the conflict and future developments, could significantly affect worldwide market prices and demand for our coal and oil & gas and cause turmoil in the capital markets and generally in the global financial system.

Additionally, the geopolitical and macroeconomic consequences of the war and associated sanctions cannot be predicted, but could severely impact the world economy.

Although we have not experienced any material adverse effect on our results of operations, financial condition or cash flows as a result of such conflicts or the resulting volatility, such volatility, may significantly affect prices for our coal and oil & gas or the cost of supplies and equipment, as well as the prices of competing sources of energy for our electric power plant customers.

Global geopolitical conflicts, trade and monetary sanctions, as well as any escalation of the conflict and future developments, could significantly affect worldwide market prices and demand for our coal and oil & gas and cause turmoil in the capital markets and generally in the global financial system.

Additionally, the geopolitical and macroeconomic consequences of such conflicts and any associated sanctions cannot be predicted but could severely impact the world economy.

If any of these events occur, the resulting political instability and societal disruption could reduce overall demand for products, causing a reduction in our revenues or an increase in our costs and thereby materially and adversely affecting our results of operations.

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Prolonged disruption of production at any of our mines would result in a decrease in our revenues and profitability, which could materially adversely impact our quarterly or annual results.

Effective December 1, 2022, we renewed our annual property and casualty insurance program.

Our property insurance was procured from our wholly owned captive insurance company, Wildcat Insurance, LLC ("Wildcat Insurance").

Effective October 1, 2023, we renewed our property and casualty insurance program through September 30, 2024.

Our property insurance was procured from our wholly owned captive insurance company, Wildcat Insurance.

Wildcat Insurance charged certain of our subsidiaries for the premiums on this program and in return purchased reinsurance for the program in the standard market.

The maximum limit in the commercial property program is $100.0 million per occurrence, excluding a $1.5 million deductible for property damage, a 75 or 90 day waiting period for underground business interruption depending on the mining complex and an additional $25.0 million overall aggregate deductible.

We retained a 7.25% participating interest in our current commercial property insurance program.

We can make no assurances that we will not experience significant insurance claims in the future that could have a material adverse effect on our business, financial condition, results of operations and ability to purchase property insurance in the future.

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Limitations on our ability to conduct our mining operations due to the inability to obtain or renew necessary permits or similar approvals could reduce our production, cash flow, and profitability.

Please read "Item 1.

Business—Environmental, Health and Safety Regulations— Mining Permits and Approvals ."

Please read "Item 1.

Business—Environmental, Health and Safety Regulations— Mining Permits and Approvals ."

The EPA has begun reviewing permits required for the discharge of overburden from mining operations under Section 404 of the CWA.

Various initiatives by the EPA regarding these permits have increased the time required to obtain and the costs of complying with such permits.

In addition, the EPA previously exercised its "veto"

power to withdraw or restrict the use of previously issued permits in connection with one of the largest surface mining operations in Appalachia.

In addition, the EPA previously exercised its "veto" power to withdraw or restrict the use of previously issued permits in connection with one of the largest surface mining operations in Appalachia.

The EPA's action was ultimately upheld by a federal court.

As a result of these developments, we could be unable to obtain or experience delays in securing, utilizing, or renewing Section 404 permits required for our operations, which could have an adverse effect on our results of operation and financial position.

Please read "Item 1.

Business—Environmental, Health and Safety Regulations— Water Discharge ."

Please read "Item 1.

Business—Environmental, Health and Safety Regulations— Water Discharge ."

In addition, some of our permits could be subject to challenges from the public, which could result in additional costs or delays in the permitting process or even an inability to obtain permits, permit modifications, or permit renewals necessary for our operations.

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Inflationary pressures have and could continue to lead to price increases affecting many of the components of our operating expenses such as fuel, steel, and maintenance expenses.

There could be acts of nature or terrorist attacks or threats that could also impact

the future costs of raw materials.

There could be acts of nature or terrorist attacks or threats that could also impact the future

costs of raw materials.

Future volatility in the price of steel, petroleum products, or other raw materials will impact our operational expenses and could result in significant fluctuations in our profitability.

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The estimates of our coal mineral reserves and resources could vary substantially from the actual amounts of coal we are able to economically recover.

The reserve and resource data set forth in "Item 2.

Properties—Coal Mineral Resources and Reserves"

represent engineering estimates.

The reserve and resource data set forth in "Item 2.

Properties—Coal Mineral Resources and Reserves" represent engineering estimates.

All of the coal mineral reserves presented in this Annual Report on Form 10-K constitute proven and probable mineral reserves.

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These factors could materially adversely affect the mining operations and cost structures of, and our customers' ability to use coal produced by, our mines.

Extensive environmental laws and regulations affect coal consumers and have corresponding effects on the demand for coal as a fuel source.

Extensive environmental laws and regulations affect coal consumers and could affect the demand for coal as a fuel source.

Federal, state, and local laws and regulations extensively regulate the amount of sulfur dioxide, particulate matter, nitrogen oxides, mercury, and other compounds emitted into the air from coal-fired electric power plants, which are the ultimate consumers of much of our coal.

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Further, far-reaching federal regulations promulgated by the EPA in the last several years, such as CSAPR and MATS, have led to the premature retirement of coal-fired generating units and a significant reduction in the amount of coal-fired generating capacity in the United States.

Please read "Item 1.

Business—Environmental, Health and Safety Regulations— Air Emissions ,"

"— GHG Emissions "

and "— Hazardous Substances and Wastes ."

Please read "Item 1.

Business—Environmental, Health and Safety Regulations— Air Emissions ," "— GHG Emissions " and "— Hazardous Substances and Wastes ."

Our coal mining operations are subject to extensive and costly laws and regulations, and such current and future laws and regulations could increase current operating costs or limit our ability to produce coal.

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The possibility exists that new laws or regulations may be adopted, or that judicial interpretations or more stringent enforcement of existing laws and regulations may occur, which could materially affect our mining operations, cash flow, and profitability, either through direct impacts on our mining operations, or indirect impacts that discourage or limit our customers' use of coal.

Please read "Item 1.

Business—Environmental, Health and Safety Regulations."

Please read "Item 1.

Business—Environmental, Health and Safety Regulations."

Federal and state laws addressing mine safety practices impose stringent reporting requirements and civil and criminal penalties for violations.

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Implementing and complying with these laws and regulations has increased and will continue to increase our operational expenses and have an adverse effect on our results of operation and financial position.

For more information, please read "Item 1.

Business—Environmental, Health and Safety Regulations— Mine Health and Safety Laws ."

For more information, please read "Item 1.

Business—Environmental, Health and Safety Regulations— Mine Health and Safety Laws ."

Oil & gas operations are subject to various governmental laws and regulations.

Compliance with these laws and regulations can be burdensome and expensive for our operators, and failure to comply could result in our operators incurring significant liabilities, either of which could impact our operators' willingness to develop our interests.

Our operators' operations on the properties in which we hold interests are subject to various federal, state, and local governmental regulations that may change from time to time in response to economic and political conditions.

Compliance with these laws and regulations can be burdensome and expensive for the Operators, and failure to comply could result in the Operators incurring significant liabilities, either of which could impact the Operators' willingness to develop our interests.

The Operators' operations on the properties in which we hold interests are subject to various federal, state, and local governmental regulations that may change from time to time in response to economic and political conditions.

Matters subject to regulation include drilling operations, production and distribution activities, discharges or releases of pollutants or wastes, plugging and abandonment of wells, maintenance and decommissioning of other facilities, the spacing of wells, unitization and pooling of properties, and taxation.

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In addition, the production, handling, storage, and transportation of oil & gas, as well as the remediation, emission, and disposal of oil & gas wastes, by-products thereof, and other substances and materials produced or used in connection with oil & gas operations are subject to regulation under federal, state, and local laws and regulations primarily relating to the protection of worker health and safety, natural resources, and the environment.

Failure to comply with these laws and regulations may result in the assessment of sanctions on our operators, including administrative, civil, or criminal penalties, permit revocations, requirements for additional pollution controls, and injunctions limiting or prohibiting some or all of our operators' operations on our properties.

Failure to comply with these laws and regulations may result in the assessment of sanctions on the Operators, including administrative, civil, or criminal penalties, permit revocations, requirements for additional pollution controls, and injunctions limiting or prohibiting some or all of the Operators' operations on our properties.

Moreover, these laws and regulations have generally imposed increasingly strict requirements related to water use and disposal, air pollution control, and waste management.

Laws and regulations governing exploration and production may also affect production levels.

Our operators must comply with federal and state laws and regulations governing conservation matters, including:

The Operators must comply with federal and state laws and regulations governing conservation matters, including:

● provisions related to the unitization or pooling of the oil & gas properties;

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Additionally, federal and state regulatory authorities may expand or alter applicable pipeline-safety laws and regulations, compliance with which could require increased capital costs for third-party oil & gas transporters.

These transporters may attempt to pass on such costs to our operators, which in turn could affect profitability on the properties in which we own mineral interests.

Our operators must also comply with laws and regulations prohibiting fraud and market manipulations in energy markets.

These transporters may attempt to pass on such costs to the Operators, which in turn could affect profitability on the properties in which we own mineral interests.

The Operators must also comply with laws and regulations prohibiting fraud and market manipulations in energy markets.

To the extent the operators of our properties are shippers on interstate pipelines, they must comply with the tariffs of those pipelines and with federal policies related to the use of interstate capacity.

Our operators may be required to make significant expenditures to comply with the governmental laws and regulations described above and may be subject to potential fines and penalties if they are found to have violated these laws and regulations.

The Operators may be required to make significant expenditures to comply with the governmental laws and regulations described above and may be subject to potential fines and penalties if they are found to have violated these laws and regulations.

We believe the trend of more expansive and stricter environmental legislation and regulations will continue.

These current laws and regulations and other potential regulations could increase the operating costs of our operators and delay production and could ultimately impact our operators' ability and willingness to develop our properties.

These current laws and regulations and other potential regulations could increase the operating costs of the Operators and delay production and could ultimately impact the Operators' ability and willingness to develop our properties.

Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could result in increased costs, additional operating restrictions or delays, and fewer potential drilling locations, which could adversely affect revenues from our mineral interests.

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The process involves the injection of water, sand, and chemicals under pressure into formations to fracture the surrounding rock and stimulate production.

The Federal Safe Drinking Water Act regulates the underground injection of substances through the Underground Injection Control ("UIC") program.

The Federal Safe Drinking Water Act regulates the underground injection of substances through the UIC program.

Hydraulic fracturing is generally exempt from regulation under the UIC program, and the hydraulic-fracturing process is typically regulated by state oil & gas commissions.

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We cannot predict what additional state or local requirements may be imposed in the future on oil & gas operations in the states in which we own interests.

In the event state, local, or municipal legal restrictions are adopted in areas where our operators conduct operations, our operators could incur substantial costs to comply with these requirements, which could be significant in nature, experience delays, or curtailment in the pursuit of exploration, development, or production activities and perhaps even be precluded from the drilling of wells.

In the event state, local, or municipal legal restrictions are adopted in areas where the Operators conduct operations, the Operators could incur substantial costs to comply with these requirements, which could be significant in nature, experience delays, or curtailment in the pursuit of exploration, development, or production activities and perhaps even be precluded from the drilling of wells.

There has been increasing public controversy regarding hydraulic fracturing about increased risks of induced seismicity, the use of fracturing fluids, impacts on drinking water supplies, use of water, and the potential for impacts to surface water, groundwater, and the environment generally.

A number of lawsuits and enforcement actions have been initiated across the country implicating hydraulic-fracturing practices.

If new laws or regulations are adopted that significantly restrict hydraulic fracturing, those laws could make it more difficult or costly for our operators to perform fracturing to stimulate production from tight formations.

If new laws or regulations are adopted that significantly restrict hydraulic fracturing, those laws could make it more difficult or costly for the Operators to perform fracturing to stimulate production from tight formations.

In addition, if hydraulic fracturing is further regulated at the federal or state level, fracturing activities on our properties could become subject to additional permitting and financial assurance requirements, more stringent construction specifications, increased monitoring, reporting and recordkeeping obligations, plugging and abandonment requirements, and also to attendant permitting delays and potential increases in costs.

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At this time, it is not possible to estimate the impact on our business of newly enacted or potential federal or state legislation governing hydraulic fracturing.

Legislation or regulatory initiatives intended to address seismic activity could restrict our operators ' drilling and production activities, as well as their ability to dispose of produced water gathered from such activities, which could have a material adverse effect on our business.

Legislation or regulatory initiatives intended to address seismic activity could restrict the Operators' drilling and production activities, as well as their ability to dispose of produced water gathered from such activities, which could have a material adverse effect on our business.

State and federal regulatory agencies have recently focused on a possible connection between the hydraulic-fracturing related activities, particularly the underground injection of wastewater into disposal wells, and the increased occurrence of seismic activity, and regulatory agencies at all levels are continuing to study the possible linkage between oil & gas activity and induced seismicity.

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For example, both Texas and Oklahoma have imposed certain limits on the permitting or operation of disposal wells in areas with increased instances of induced seismic events.

In September 2021, the Texas Railroad Commission ("TRRC") issued a notice to operators in the Midland area to reduce saltwater disposal well activities and provide certain data to the TRRC.

In September 2021, the TRRC issued a notice to operators in the Midland area to reduce saltwater disposal well activities and provide certain data to the TRRC.

Subsequently, the TRRC ordered the indefinite suspension of all deep oil & gas-produced water injection wells in the area, effective December 31, 2021.

Relatedly, in March 2022, the TRRC began implementation of its Northern Culberson-Reeves Seismic Response Action Plan to address injection-induced seismicity with the goal to eliminate 3.5 magnitude or greater earthquakes no later than December 31, 2023.

The adoption or implementation of any new laws or regulations that restrict our operators' ability to use hydraulic fracturing or dispose of produced water gathered from drilling and production activities by limiting volumes, disposal rates, disposal well locations, or otherwise, or requiring our operators to shut down or limit the operation of disposal wells, could have a material adverse effect on our business, financial condition and results of operations.

Our operations are subject to a series of risks resulting from climate change.

In response to continued seismicity in the area, the TRRC issued a notice that it is suspending all disposal wells in the Northern Culberson-Reeves Seismic Response Area, effective January 12, 2024.

The adoption or implementation of any new laws or regulations that restrict the Operators' ability to use hydraulic fracturing or dispose of produced water gathered from drilling and production activities by limiting volumes, disposal rates, disposal well locations, or otherwise, or requiring the Operators to shut down or limit the operation of disposal wells, could have a material adverse effect on our business, financial condition and results of operations.

Our coal operations, and the third-party operations related to our oil and gas mineral interests, are subject to a series of risks resulting from climate change.

Combustion of fossil fuels, such as the coal we produce and the oil & gas produced from our mineral interests, results in the emission of carbon dioxide into the atmosphere.

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Supreme Court finding that GHG emissions constitute a pollutant under the CAA, the EPA has adopted regulations that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain sources in the United States, or constrain the emissions of powerplants (though such emissions restraints have been subject to challenge;

for more information, see our regulatory disclosure titled "GHG emissions").

Additionally, relating to our oil & gas mineral interests, the U.S.

for more information, see our regulatory disclosure titled "GHG emissions").

Additionally, the U.S.

Congress approved, and President Biden signed into law, a resolution under the Congressional Review Act to repeal September 2020 revisions to methane standards, effectively reinstating the more stringent 2016 standards.

Furthermore, in November 2021, EPA issued a proposed rule that, if finalized, would establish new sources and first-time existing source standards of performance for methane and volatile organic compound emissions for oil & gas facilities.

Operators of affected facilities will have to comply with specific standards of performance to include leak detection using optical gas imaging and subsequent repair requirement, and reduction of emissions by 95% through capture and control systems.

In November 2022, EPA published a supplemental methane proposal which, among other items, sets forth specific revisions strengthening the first nationwide emissions guidelines for states to limit methane emissions from existing crude oil and natural gas facilities.

The proposal also revises requirements for fugitive emissions monitoring and repair as well as equipment leaks and the frequency of monitoring surveys and establishes a "super-emitter"

response program to timely mitigate emissions events.

The proposal is currently subject to public comment and is expected to be finalized in 2023;

however, it is likely that it will be subject to legal challenges.

We cannot predict the scope of any final methane regulatory requirements or the cost for our operators to comply with such requirements.

However, given the long-term trend toward increasing regulation, future federal GHG regulations of the oil and gas industry remain a significant possibility.

Furthermore, in December 2023, EPA issued its final methane rules, known as OOOOb and OOOOc, that established new sources and first-time existing source standards of performance for methane and volatile organic compound emissions for oil & gas facilities.

The final rules include nationwide emissions guidelines for states to limit methane emissions from existing crude oil and natural gas facilities and states have two years to prepare and submit their plants to impose methane emission controls on existing sources.

The rules also revise requirements for fugitive emissions monitoring and repair as well as equipment leaks and the frequency of monitoring surveys and establishes a "super-emitter" response program to timely mitigate emissions events.

It is likely that the final rule will be subject to legal challenges.

Moreover, compliance with the new rules may effect the amount oil and gas companies owe under the Inflation Reduction Act, which amended the CAA to impose a first-time fee on the emission of methane from sources required to report their GHG emissions to the EPA.

The methane emissions fee applies to excess methane emissions from certain facilities and starts at $900 per metric ton of leaked methane in 2024 and increases to $1,200 in 2025 and $1,500 in 2026 and thereafter.

Compliance with the EPA’s new final rules would exempt an otherwise covered facility from the requirement to pay the methane fee.

We cannot predict the scope of any final methane regulatory requirements or the cost for the Operators to comply with such requirements.

However, given the long-term trend toward increasing regulation, future federal GHG regulations of the oil and gas industry remain a significant possibility and may have an impact on drilling operations on our oil & gas mineral interests.

Separately, various states and groups of states have adopted or are considering adopting legislation, regulations, or other regulatory initiatives that are focused on such areas as GHG cap-and-trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions.

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Although the United States had withdrawn from the Paris Agreement, following President Biden's executive order in January 2021, the United States rejoined the Agreement and, in April 2021, established a goal of reducing economy-wide net GHG emissions 50-52% below levels by 2030.

Additionally, at COP26 in Glasgow in November 2021, the United States and the European Union jointly announced the launch of a Global Methane Pledge committing to a collective goal of reducing global methane emissions by at least 30% from 2020 levels by 2030, including "all feasible reductions"

in the energy sector.

At COP27 in Sharm El-Sheik in November 2022, countries reiterated the agreements from COP26 and were called upon to accelerate efforts toward the phase out of inefficient fossil fuel subsidies.

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Although no firm commitment or timeline to phase out or phase down all fossil fuels was made at COP27, there can be no guarantees that countries will not seek to implement such a phase out in the future.

The full impact of these actions is uncertain at this time and it is unclear what additional initiatives may be adopted or implemented that may have adverse effects on us and our operators' operations.

In December 2023, the United Arab Emirates hosted COP28 where parties agreed to transition "away from fossil fuels in energy systems in a just, orderly and equitable manner" and increase renewable energy capacity so as to achieve net zero by 2050, although no

timeline for doing so was set.

The full impact of these actions is uncertain at this time and it is unclear what additional initiatives may be adopted or implemented that may have adverse effects on us and the Operators' operations.

Governmental, scientific, and public concern over climate change has also resulted in increased political risks, including certain climate-related pledges made by certain candidates now in political office.

In January 2021, President

Biden issued an executive order that commits to substantial action on climate change, calling for, among other things, the increased use of zero-emissions vehicles by the federal government, the elimination of subsidies provided to the fossil-fuel industry, a doubling of electricity generated by offshore wind by 2030, and increased emphasis on climate-related risks across governmental agencies and economic sectors.

In January 2021, President Biden issued an executive order that commits to substantial action on climate change, calling for, among other things, the increased use of zero-emissions vehicles by the federal government, the elimination of subsidies provided to the fossil-fuel industry, a doubling of electricity generated by offshore wind by 2030, and increased emphasis on climate-related risks across governmental agencies and economic sectors.

Other actions that may be pursued include restrictive requirements on new pipeline infrastructure or fossil-fuel export facilities or the promulgation of a carbon tax or cap and trade program.

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Litigation risks are also increasing.

For more information, see our risk factor titled "We, our customers, or the operators of our oil & gas mineral interests could be subject to litigation related to climate change."

For more information, see our risk factor titled "We, our customers, or the Operators of our oil & gas mineral interests could be subject to litigation related to climate change."

Apart from governmental regulation, there are also increasing financial risks for fossil-fuel producers as stakeholders of fossil-fuel energy companies may elect in the future to shift some or all of their support into non-energy related sectors.

Institutional lenders who provide financing to fossil-fuel energy companies also have become more attentive to sustainable lending practices and some of them may elect not to provide funding for fossil-fuel energy companies.

For example, at COP26, the Glasgow Financial Alliance for Net Zero ("GFANZ") announced that commitments from over 450 firms across 45 countries had resulted in over $130 trillion in capital committed to net zero goals.

For example, at COP26, the GFANZ announced that commitments from over 450 firms across forty-five countries had resulted in over $130 trillion in capital committed to net zero goals.

The various sub-alliances of GFANZ generally require participants to set short-term, sector-specific targets to transition their financing, investing, and/or underwriting activities to net zero emissions by 2050.

There is also a risk that financial institutions will be required to adopt policies that have the effect of reducing the funding provided to the fossil-fuel sector.

In late 2020, the Federal Reserve announced it had joined the Network for Greening the Financial System ("NGFS"), a consortium of financial regulators focused on addressing climate-related risks in the financial sector, and, in September 2022, announced that six of the U.S.' largest banks will participate in a pilot climate scenario analysis to enhance the ability of firms and supervisors to measure and manage climate-related financial risk.

The Federal Reserve released its pilot exercise in January 2023 which is designed to analyze the impact of both physical and transition risks related to climate change on specific assets of the banks' portfolio.

For example, in October 2023, the Federal Reserve, Office of the Comptroller of the Currency and the Federal Deposit Insurance Corp.

released a finalized set of principles guiding financial institutions with $100 billion or more in assets on the management of physical and transition risks associated with climate change on specific assets of the banks' portfolio.

Although we cannot predict the effects of these actions, such limitation of investments in and financing, bonding, and insurance coverages for fossil-fuel energy companies could adversely affect our coal mining or oil & gas production activities.

Separately, the SEC released a proposed rule in March 2022 that would establish a framework for the reporting of climate risks, targets and metrics.

A final rule is anticipated to be released in the second quarter of 2024.

The SEC has also announced that it is scrutinizing existing climate-change related disclosures in public filings, increasing the potential for enforcement if the SEC were to allege that an issuer’s existing climate disclosures are misleading, deceptive, or deficient.

Such agency action could also increase the potential for private litigation.

Relatedly, California has enacted new laws requiring additional disclosure with respect to certain climate-related risks and GHG emission reduction claims.

Other states are considering similar laws.

Non-compliance with these new laws may result in the imposition of substantial fines or penalties.

Any new laws or regulations imposing more stringent requirements on our business related to the disclosure of climate related risks may result in reputation harms among certain stakeholders if they disagree with our approach to mitigating climate-related risks, increased compliance costs resulting from the development of any disclosures, and increased costs of and restrictions on access to capital to the extent we do not meet any climate-related expectations or requirements of financial institutions.

The adoption and implementation of new or more stringent international, federal, or state legislation, regulations, or other regulatory initiatives that impose more stringent standards for GHG emissions from fossil-fuel companies could result in increased costs of compliance or costs of consuming, and thereby reduce demand for coal and oil & gas, which could reduce the profitability of our interests.

Additionally, political, litigation, and financial risks could result in either us or oil & gas operators restricting or canceling mining or oil & gas production activities, incurring liability for infrastructure damages as a result of climatic changes, or having an impaired ability to continue to operate economically.

One or more of these developments, as well as concerted conservation and efficiency efforts that result in reduced electricity consumption, and consumer and corporate preferences for non-fossil-fuel sources, including alternative energy sources, could cause prices and sales of our coal and/or oil & gas to materially decline and could cause our costs to increase and adversely affect our revenues and results of operations.

Climate change may also result in various physical risks, such as the increased frequency or intensity of extreme weather events or changes in meteorological and hydrological patterns that could adversely impact our operations, as well as those of our operators and their supply chain.

Such physical risks may result in damage to our facilities or our operators' facilities or otherwise adversely impact operations which could decrease the production attributable to our mineral interests.

could cause prices and sales of our coal and/or oil & gas to materially decline and could cause our costs to increase and adversely affect our revenues and results of operations.

Such physical risks may result in damage to our facilities or the Operators' facilities or otherwise adversely impact operations which could decrease the production attributable to our mineral interests.

We may not have insurance to cover these risks and the consequences for our or their operations could have a negative impact on the costs and revenues from operations.

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We have no reason to believe that there exists any risk of loss of these leasehold rights given the terms and provisions of the subject leases and the nature and identity of the third-party lessors;

however, in the unlikely event of any loss of these leasehold

rights, operations could be disrupted or otherwise adversely impacted as a result of increased costs associated with retaining the necessary land use.

however, in the unlikely event of any loss of these leasehold rights, operations could be disrupted or otherwise adversely impacted as a result of increased costs associated with retaining the necessary land use.

Federal and state laws require bonds to secure our obligations related to statutory reclamation requirements and workers ' compensation and black lung benefits.

Our inability to acquire or failure to maintain surety bonds that are required by federal and state law would have a material adverse effect on us.

Federal and state laws require us to maintain bonds to secure our obligations to repair and return property to its approximate original state after it has been mined (often referred to as "reclaim"

or "reclamation"), to pay federal and state workers' compensation and pneumoconiosis (or black lung) benefits, and to satisfy other miscellaneous obligations.

These bonds provide assurance that we will perform our statutorily required obligations and are referred to as "surety"

Federal and state laws require us to maintain bonds to secure our obligations to repair and return property to its approximate original state after it has been mined (often referred to as "reclaim" or "reclamation"), to pay federal and state workers' compensation and pneumoconiosis (or black lung) benefits, and to satisfy other miscellaneous obligations.

These bonds provide assurance that we will perform our statutorily required obligations and are referred to as "surety" bonds.

These bonds are typically renewable on a yearly basis.

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The amount of surety bonding we are required to maintain may be increased by the governmental agencies holding the bond.

For example, federal and state regulators are considering making financial assurance requirements more stringent and costly with respect to self-insured coal workers' pneumoconiosis, mine closure and reclamation security amounts.

We could have difficulty acquiring or maintaining surety bonds for a variety of reasons, including:

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We depend on unaffiliated Operators for all of the exploration, development, and production of the oil & gas properties in which we own mineral interests.

Because we depend on our third-party operators for all of the exploration, development, and production of our oil & gas properties, we have little to no control over the operations related to our oil & gas properties.

Because we depend on unaffiliated third-party operators for all of the exploration, development, and production of our oil & gas properties, we have little to no control over the operations related to our oil & gas properties.

The operators of our properties are often not obligated to undertake any development activities.

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Recovery of undeveloped reserves requires significant capital expenditures and successful drilling operations, and the decision to pursue the development of an undeveloped drilling location will be made by the operator and not by us.

We generally do not have access to the estimated costs of development of these reserves or the scheduled development plans of our operators.

We generally do not have access to the estimated costs of development of these reserves or the scheduled development plans of the Operators.

Our estimate of reserves assumes that substantial capital expenditures are required to develop the reserves.

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However, we might not be able to find a replacement operator and, if we did, we might not be able to enter into a new lease on favorable terms within a reasonable period of time.

In addition, the outgoing operator could be subject to a proceeding under Title 11 of the United States Code (the "Bankruptcy Code"), in which case our right to enforce or terminate the lease for any defaults, including non-payment, could be substantially delayed or otherwise impaired.

In addition, the outgoing operator could be subject to a proceeding under Bankruptcy Code, in which case our right to enforce or terminate the lease for any defaults, including non-payment, could be substantially delayed or otherwise impaired.

In general, in a proceeding under the Bankruptcy Code, the bankrupt operator would have substantial time to decide whether to ultimately reject or assume the lease, which could prevent the execution of a new lease or the assignment of the existing lease to another operator.

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If the operators of our oil & gas properties suspend our right to receive royalty payments due to title or other issues, our business, financial condition, and/or results of operations could be adversely affected.

Upon a change in ownership of mineral interests, and at regular intervals pursuant to routine audit procedures at each of our operators otherwise at its discretion, the operator of the underlying property has the right to investigate and verify the title and ownership of mineral interests with respect to the properties it operates.

Upon a change in ownership of mineral interests, and at regular intervals pursuant to routine audit procedures at each of the Operators otherwise at its discretion, the operator of the underlying property has the right to investigate and verify the title and ownership of mineral interests with respect to the properties it operates.

If any title or ownership issues are not resolved to its reasonable satisfaction in accordance with customary industry standards, the operator may suspend payment of the related royalty.

If an operator of our properties is not satisfied with the documentation we provide to validate our ownership, it may place our royalty payment in suspense until such issues are resolved, at which time we would receive in full payments that would have been made during the suspense period, without interest.

Certain of our operators impose significant documentation requirements for title transfer and may keep royalty payments in suspense for significant periods of time.

would receive in full payments that would have been made during the suspense period, without interest.

Certain of the Operators impose significant documentation requirements for title transfer and may keep royalty payments in suspense for significant periods of time.

During the time that an operator puts our assets in pay suspense, we would not receive the applicable mineral or royalty payment owed to us from sales of the underlying oil or natural gas related to such mineral or royalty interest.

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As a result, estimated quantities of proved reserves and projections of future production rates could be incorrect.

Our estimates of proved reserves and related valuations as of December 31, 2022, were audited by Netherland, Sewell & Associates, Inc.

("NSAI"), which conducted a detailed review of all of our properties at that time using the information provided by us.

Our estimates of proved reserves and related valuations as of December 31, 2023, were audited by CGA, which conducted a detailed review of all of our properties at that time using the information provided by us.

Over time, we may make material changes to reserve estimates taking into account the results of actual drilling, testing, and production.

In addition, certain assumptions regarding future oil & gas prices, production levels, and

operating costs could prove incorrect.

In addition, certain assumptions regarding future oil & gas prices, production levels, and operating costs could prove incorrect.

A meaningful portion of our reserve estimates is made without the benefit of lengthy production history, which is less reliable than estimates based on lengthy production history.

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Furthermore, the present value of future net cash flows from our proved reserves is not necessarily the same as the current market value of our estimated reserves.

In accordance with rules established by the SEC and the Financial Accounting Standards Board ("FASB"), we base the estimated discounted future net cash flows from our proved reserves on the twelve-month average oil & gas index prices, calculated as the unweighted arithmetic average for the first day-of-the-month price for each month, and costs in effect on the date of the estimate, holding the prices and costs constant throughout the life of the properties.

In accordance with rules established by the SEC and the FASB, we base the estimated discounted future net cash flows from our proved reserves on the twelve-month average oil & gas index prices, calculated as the unweighted arithmetic average for the first day-of-the-month price for each month, and costs in effect on the date of the estimate, holding the prices and costs constant throughout the life of the properties.

Actual future prices and costs could differ materially from those used in the present value estimate, and future net present value estimates using then-current prices and costs could be significantly less than the current estimate.

In addition, the 10% discount factor we use when calculating discounted future net cash flows may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the oil & gas industry in general.

Please see "Item 2.

Properties—Oil & Gas Reserves"

for more information on our reserves.

Please see "Item 2.

Properties—Oil & Gas Reserves" for more information on our reserves.

Drilling for and producing oil & gas are high-risk activities with many uncertainties that could materially adversely affect our business, financial condition, and results of operations.

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The costs of exploration, exploitation, and development activities are subject to numerous uncertainties beyond our control and increases in those costs can adversely affect the economics of a project.

Further, our operators' drilling and producing operations could be curtailed, delayed, canceled, or otherwise negatively impacted as a result of other factors, including:

Further, the Operators' drilling and producing operations could be curtailed, delayed, canceled, or otherwise negatively impacted as a result of other factors, including:

● unusual or unexpected geological formations or earthquakes;

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The marketability of oil & gas production is dependent upon transportation and other facilities, certain of which neither we nor the operators of our properties control.

If these facilities are unavailable, our operators' operations could be interrupted and our results of operations and cash available for distribution could be materially adversely affected.

The marketability of our operators' oil & gas production will depend in part upon the availability, proximity, and capacity of transportation facilities, including gathering systems, trucks, and pipelines, owned by third parties.

Neither we nor, in general, the operators of our properties control these third-party transportation facilities and our operators' access to them may be limited or denied.

Insufficient production from the wells on our acreage or a significant disruption in the availability of third-party transportation facilities or other production facilities could adversely impact our operators' ability to deliver to market or produce oil & gas and thereby cause a significant interruption in our operators' operations.

If they are unable, for any sustained period, to implement acceptable delivery or transportation arrangements or encounter

production-related difficulties, they may be required to shut-in or curtail production.

In addition, the amount of oil & gas that can be produced and sold may be subject to curtailment in certain other circumstances outside of our or our operators' control, such as pipeline interruptions due to maintenance, excessive pressure, the inability of downstream processing facilities to accept unprocessed gas, physical damage to the gathering system or transportation system or lack of contracted capacity on such systems.

If these facilities are unavailable, the Operators' operations could be interrupted and our results of operations and cash available for distribution could be materially adversely affected.

The marketability of the Operators' oil & gas production will depend in part upon the availability, proximity, and capacity of transportation facilities, including gathering systems, trucks, and pipelines, owned by third parties.

Neither we nor, in general, the operators of our properties control these third-party transportation facilities and the Operators' access to them may be limited or denied.

Insufficient production from the wells on our acreage or a significant disruption in the availability of third-party transportation facilities or other production facilities could adversely impact the Operators' ability to deliver to market or produce oil & gas and thereby cause a significant interruption in the Operators' operations.

If they are unable, for any sustained period, to implement acceptable delivery or transportation arrangements or encounter production-related difficulties, they may be required to shut-in or curtail production.

In addition, the amount of oil & gas that can be produced and sold may be subject to curtailment in certain other circumstances outside of our or the Operators' control, such as pipeline interruptions due to maintenance, excessive pressure, the inability of downstream processing facilities to accept unprocessed gas, physical damage to the gathering system or transportation system or lack of contracted capacity on such systems.

The curtailments arising from these and similar circumstances could last from a few days to several months.

In many cases, we and our operators are provided with limited notice, if any, as to when these curtailments will arise and the duration of such curtailments.

In many cases, we and the Operators are provided with limited notice, if any, as to when these curtailments will arise and the duration of such curtailments.

Any such shut-in or curtailment, or an inability to obtain favorable terms for delivery of the oil & gas produced from our acreage, could adversely affect our financial condition, results of operations, and cash available for distribution.

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Similarly, the profitability of our business depends significantly upon acquisitions to grow our coal and oil & gas reserves, production, and free cash flow.

Our future growth could be limited if we are unable to continue to make acquisitions in either our coal operations or our royalties segments, or if we are unable to successfully integrate the companies, businesses, or properties we acquire.

Our future growth could be limited if we are unable to continue to make acquisitions in either our coal operations or our royalties

segments, or if we are unable to successfully integrate the companies, businesses, or properties we acquire.

We may not be successful in consummating any acquisitions and the consequences of undertaking these acquisitions are unknown.

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Even if we make expansions or acquisitions that we believe will increase our coal or mineral revenue, any expansion or acquisition involves potential risks, including, among other things:

● the validity of our assumptions about estimated proved reserves, future production, prices, revenues, capital expenditures, the operating expenses, and costs our operators would incur to develop the minerals;

● the validity of our assumptions about estimated proved reserves, future production, prices, revenues, capital expenditures, the operating expenses, and costs the Operators would incur to develop the minerals;

● a decrease in our liquidity by using a significant portion of our cash generated from operations or borrowing capacity to finance acquisitions;

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In addition, the carriers with which we hold our policies could go out of business or be otherwise unable to fulfill their contractual obligations or could disagree with our interpretation of the coverage or the amounts owed.

In addition, for certain types or levels of risk, such as risks associated with certain natural disasters or terrorist attacks, we may

determine that we cannot obtain commercial insurance at acceptable rates, if at all.

In addition, for certain types or levels of risk, such as risks associated with certain natural disasters or terrorist attacks, we may determine that we cannot obtain commercial insurance at acceptable rates, if at all.

Therefore, we may choose to forego or limit our purchase of relevant commercial insurance, choosing instead to self-insure one or more types or levels of risks.

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federal income tax purposes.

Despite the fact that we are organized as a limited partnership under Delaware law, we would be treated as a corporation for U.S.

federal income tax purposes unless we satisfy a "qualifying income"

Even though we are organized as a limited partnership under Delaware law, we would be treated as a corporation for U.S.

federal income tax purposes unless we satisfy a "qualifying income" requirement.

Based on our current operations and current Treasury Regulations, we believe we satisfy the qualifying income requirement.

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Distributions to our unitholders would generally be taxed again as corporate distributions, and no income, gains, losses, deductions, or credits would flow through to our unitholders.

Because taxes would be imposed upon us as a corporation, our cash available for distribution to our unitholders would be substantially reduced.

Because taxes would be imposed upon us as a corporation, our cash available

for distribution to our unitholders would be substantially reduced.

Therefore, our treatment as a corporation would result in a material reduction in the anticipated cash flow and after-tax return to our unitholders, likely causing a substantial reduction in the value of our common units.

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Any similar or future legislative changes could negatively impact the value of an investment in our common units.

You are urged to consult with your own tax advisor with respect to the

status of regulatory or administrative developments and proposals and their potential effect on your investment in our common units.

You are urged to consult with your own tax advisor with respect to the status of regulatory or administrative developments and proposals and their potential effect on your investment in our common units.

If the IRS were to contest the U.S.

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As a result, our current unitholders may bear some or all of the tax liability resulting from such audit adjustment, even if such unitholders did not own units in us during the tax year under audit.

If, as a result of any such audit adjustment, we are required to pay taxes, penalties and interest, our cash available for distribution to our unitholders might be substantially reduced and our current and former unitholders may be required to indemnify us for any taxes (including any applicable penalties and interest) resulting from such audit adjustments that were paid on such unitholders' behalf.

If, as a result of

any such audit adjustment, we are required to pay taxes, penalties and interest, our cash available for distribution to our unitholders might be substantially reduced and our current and former unitholders may be required to indemnify us for any taxes (including any applicable penalties and interest) resulting from such audit adjustments that were paid on such unitholders' behalf.

These rules are not applicable for tax years beginning on or prior to December 31, 2017.

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Net capital loss may only offset capital gains and, in the case of individuals, up to $3,000 of ordinary income per year.

In the taxable period in which a unitholder sells

its units, such unitholder may recognize ordinary income from our allocations of income and gain to such unitholder prior to the sale and from recapture items that generally cannot be offset by any capital loss recognized upon the sale of units.

In the taxable period in which a unitholder sells its units, such unitholder may recognize ordinary income from our allocations of income and gain to such unitholder prior to the sale and from recapture items that generally cannot be offset by any capital loss recognized upon the sale of units.

Unitholders may be subject to limitation on their ability to deduct interest expense incurred by us.

In general, we are entitled to a deduction for interest paid or accrued on indebtedness properly allocable to our trade or business during our taxable year.

However, our deduction for "business interest"

is limited to the sum of our business interest income and 30% of our "adjusted taxable income."

For the purposes of this limitation, our adjusted taxable income is computed without regard to any business interest expense or business interest income.

If our "business interest"

is subject to limitation under these rules, our unitholders will be limited in their ability to deduct their share of any interest expense that has been allocated to them.

However, our deduction for "business interest" is limited to the sum of our business interest income and 30% of our "adjusted taxable income." For the purposes of this limitation, our adjusted taxable income is computed without regard to any business interest expense or business interest income.

If our "business interest" is subject to limitation under these rules, our unitholders will be limited in their ability to deduct their share of any interest expense that has been allocated to them.

As a result, unitholders may be subject to limitation on their ability to deduct interest expense incurred by us.

Tax-exempt entities face unique tax issues from owning our common units that may result in adverse tax consequences to them.

Investment in our common units by tax-exempt entities, such as employee benefit plans and individual retirement accounts (known as "IRAs") raises issues unique to them.

Investment in our common units by tax-exempt entities, such as employee benefit plans and IRAs raises issues unique to them.

For example, virtually all of our income allocated to organizations that are exempt from U.S.

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trade or business.

Income allocated to our unitholders and any gain from the sale of our units will generally be considered to be "effectively connected"

Income allocated to our unitholders and any gain from the sale of our units will generally be considered to be "effectively connected" with a U.S.

trade or business.

As a result, distributions to a non-U.S.

As a result, distributions to

unitholder will be subject to withholding at the highest applicable effective tax rate and a non-U.S.

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Moreover, the transferee of an interest in a partnership that is engaged in a U.S.

trade or business is generally required to withhold 10% of the "amount realized"

by the transferor unless the transferor certifies that it is not a foreign person.

While the determination of a partner's "amount realized"

generally includes any decrease of a partner's share of the partnership's liabilities, the Treasury regulations provide that the "amount realized"

on a transfer of an interest in a publicly traded partnership, such as our common units, will generally be the amount of gross proceeds paid to the broker effecting the applicable transfer on behalf of the transferor, and thus will be determined without regard to any decrease in that partner's share of a publicly traded partnership's liabilities.

trade or business is generally required to withhold 10% of the "amount realized" by the transferor unless the transferor certifies that it is not a foreign person.

While the determination of a partner's "amount realized" generally includes any decrease of a partner's share of the partnership's liabilities, the Treasury regulations provide that the "amount realized" on a transfer of an interest in a publicly traded partnership, such as our common units, will generally be the amount of gross proceeds paid to the broker effecting the applicable transfer on behalf of the transferor, and thus will be determined without regard to any decrease in that partner's share of a publicly traded partnership's liabilities.

For a transfer of interests in a publicly traded partnership that is effected through a broker on or after January 1, 2023, the obligation to withhold is imposed on the transferor's broker.

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Because we cannot match transferors and transferees of common units, we have adopted certain methods for allocating depreciation and amortization deductions that may not conform to all aspects of existing Treasury Regulations.

A successful IRS challenge to the use of these methods could adversely affect the amount of tax benefits available to our

A successful IRS challenge to the use of these methods could adversely affect the amount of tax benefits available to our unitholders.

It also could affect the timing of these tax benefits or the amount of gain from any sale of common units and could have a negative impact on the value of our units or result in audit adjustments to a unitholder's tax returns.

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The IRS may challenge this treatment, which could change the allocation of items of income, gain, loss and deduction among our unitholders.

We generally prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based on the ownership of our units on the first day of each month (the "Allocation Date"), instead of on the basis of the date a particular unit is transferred.

We generally prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based on the ownership of our units on the first day of each month, instead of on the basis of the date a particular unit is transferred.

Similarly, we generally allocate (i) certain deductions for depreciation of capital additions, (ii) gain or loss realized on a sale or other disposition of our assets, and (iii) in the discretion of the general partner, any other extraordinary item of income, gain, loss or deduction based on ownership on the Allocation Date.

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If the IRS were to challenge our proration method, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders.

A unitholder whose units are the subject of a securities loan (e.g., a loan to a "

short seller "

to cover a short sale of units) may be considered as having disposed of those units.

A unitholder whose units are the subject of a securities loan (e.g., a loan to a " short seller " to cover a short sale of units) may be considered as having disposed of those units.

If so, such unitholder would no longer be treated for tax purposes as a partner with respect to those units during the period of the loan and may recognize gain or loss from the disposition.

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Moreover, during the period of the loan, any of our income, gain, loss or deduction with respect to those units may not be reportable by the unitholder and any cash distributions received by the unitholder as to those units could be fully taxable as ordinary income.

Unitholders desiring to assure their status as partners and avoid the risk of gain recognition from a securities loan are urged to consult a tax advisor to determine whether it is advisable to modify any applicable brokerage account agreements to prohibit their brokers from borrowing their units.

Unitholders desiring to assure their status as partners and avoid the risk of gain recognition from a securities loan are urged

to consult a tax advisor to determine whether it is advisable to modify any applicable brokerage account agreements to prohibit their brokers from borrowing their units.

federal income tax deductions currently available with respect to coal mining and production may be eliminated as a result of future legislation.

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Unitholders should consult with their own tax advisors regarding the filing of such tax returns, the payment of such taxes, and the deductibility of any taxes paid.

UNRESOLVED STAFF COMMENTS

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 1A. Risk Factors