UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 __________________________________________________
FORM 10-K
   __________________________________________________ 
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2017
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number: 001-14901
  __________________________________________________
CNX Resources Corporation
(Exact name of registrant as specified in its charter)
Delaware
 
51-0337383
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
CNX Center
1000 CONSOL Energy Drive Suite 400
Canonsburg, PA 15317-6506
(724) 485-4000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 __________________________________________________ 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
 
 
Name of exchange on which registered
Common Stock ($.01 par value)
 
 
 
New York Stock Exchange
Preferred Share Purchase Rights
 
 
 
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   x     No   o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes   o     No   x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   x     No   o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   x     No   o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer   x     Accelerated filer   o     Non-accelerated filer   o     Smaller Reporting Company   o

Emerging Growth Company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   o     No   x
The aggregate market value of voting stock held by nonaffiliates of the registrant as of June 30, 2017 , the last business day of the registrant's most recently completed second fiscal quarter, based on the closing price of the common stock on the New York Stock Exchange on such date was $1,685,654,421 .
The number of shares outstanding of the registrant's common stock as of January 22, 2018 is 223,758,284 shares.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of CNX's Proxy Statement for the Annual Meeting of Shareholders to be held on May 9, 2018, are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III.
 




TABLE OF CONTENTS

 
 
Page
PART I
 
ITEM 1.
Business
ITEM 1A.
Risk Factors
ITEM 1B.
Unresolved Staff Comments
ITEM 2.
Properties
ITEM 3.
Legal Proceedings
ITEM 4.
Mine Safety and Health Administration Safety Data
 
 
PART II
 
ITEM 5.
Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
ITEM 6.
Selected Financial Data
ITEM 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
ITEM 7A.
Quantitative and Qualitative Disclosures About Market Risk
ITEM 8.
Financial Statements and Supplementary Data
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
ITEM 9A.
Controls and Procedures
ITEM 9B.
Other Information
 
 
 
PART III
 
ITEM 10.
Directors and Executive Officers of the Registrant
ITEM 11.
Executive Compensation
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
ITEM 13.
Certain Relationships and Related Transactions and Director Independence
ITEM 14.
Principal Accounting Fees and Services
 
 
 
PART IV
 
ITEM 15.
Exhibits and Financial Statement Schedules
ITEM 16.
Form 10-K Summary
SIGNATURES


2



GLOSSARY OF CERTAIN OIL AND GAS TERMS

The following are certain terms and abbreviations commonly used in the oil and gas industry and included within this Form 10-K:

Bbl - One stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to oil or other liquid hydrocarbons.
Bcf - One billion cubic feet of natural gas.
Bcfe - One billion cubic feet of natural gas equivalents, with one barrel of oil being equivalent to 6,000 cubic feet of gas.
Btu - One British Thermal unit.
Mbbls - One thousand barrels of oil or other liquid hydrocarbons.
Mcf - One thousand cubic feet of natural gas.
Mcfe - One thousand cubic feet of natural gas equivalents, with one barrel of oil being equivalent to 6,000 cubic feet of gas.
MMbtu - One million British Thermal units.
MMcfe - One million cubic feet of natural gas equivalents, with one barrel of oil being equivalent to 6,000 cubic feet of gas.
NGL - Natural gas liquids - those hydrocarbons in natural gas that are separated from the gas as liquids through the proces.
net - “net” natural gas or “net” acres are determined by adding the fractional ownership working interests the Company has in gross wells or acres.
proved reserves - quantities of oil, natural gas, and NGLs which, by analysis of geological and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation.
proved developed reserves (PDPs) - proved reserves which can be expected to be recovered through existing wells with existing equipment and operating methods.
proved undeveloped reserves (PUDs) - proved reserves that can be estimated with reasonable certainty to be recovered from new wells on undrilled proved acreage or from existing wells where a relatively major expenditure is required for completion.
reservoir - a porous and permeable underground formation containing a natural accumulation of producible natural gas and/or oil that is confined by impermeable rock or water barriers and is separate from other reservoirs.
Tcfe - One trillion cubic feet of natural gas equivalents, with one barrel of oil being equivalent to 6,000 cubic feet of gas.



3




FORWARD-LOOKING STATEMENTS

We are including the following cautionary statement in this Annual Report on Form 10-K to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of us. With the exception of historical matters, the matters discussed in this Annual Report on Form 10-K are forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act)) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words “believe,” “intend,” “expect,” “may,” “should,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project,” "will," or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this Annual Report on Form 10-K speak only as of the date of this Annual Report on Form 10-K; we disclaim any obligation to update these statements unless required by securities law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the following:

prices for natural gas and natural gas liquids are volatile and can fluctuate widely based upon a number of factors beyond our control including oversupply relative to the demand for our products, weather and the price and availability of alternative fuels;
our dependence on gathering, processing and transportation facilities and other midstream facilities owned by CNX Midstream Partners LP (NYSE: CNXM) (CNXM) and others;
uncertainties in estimating our economically recoverable natural gas reserves, and inaccuracies in our estimates;
the high-risk nature of drilling natural gas wells;
our identified drilling locations are scheduled out over multiple years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling;
the impact of potential, as well as any adopted environmental regulations including any relating to greenhouse gas emissions on our operating costs as well as on the market for natural gas and for our securities;
environmental regulations introduce uncertainty that could adversely impact the market for natural gas with potential short and long-term liabilities;
the risks inherent in natural gas operations, including our reliance upon third-party contractors, being subject to unexpected disruptions, including geological conditions, equipment failure, timing of completion of significant construction or repair of equipment, fires, explosions, accidents and weather conditions that could impact financial results;
decreases in the availability of, or increases in the price of, required personnel, services, equipment, parts and raw materials to support our operations;
if natural gas prices remain depressed or drilling efforts are unsuccessful, we may be required to record writedowns of our proved natural gas properties;
a loss of our competitive position because of the competitive nature of the natural gas industry or overcapacity in this industry impairing our profitability;
deterioration in the economic conditions in any of the industries in which our customers operate, a domestic or worldwide financial downturn, or negative credit market conditions;
hedging activities may prevent us from benefiting from price increases and may expose us to other risks;
our inability to collect payments from customers if their creditworthiness declines or if they fail to honor their contracts;
existing and future government laws, regulations and other legal requirements that govern our business may increase our costs of doing business and may restrict our operations;
significant costs and liabilities may be incurred as a result of pipeline and related facility integrity management program testing and any related pipeline repair or preventative or remedial measures;
our ability to find adequate water sources for our use in natural gas drilling, or our ability to dispose of or recycle water used or removed from strata in connection with our gas operations at a reasonable cost and within applicable environmental rules;
the outcomes of various legal proceedings, including those which are more fully described in our reports filed under the Exchange Act;
acquisitions and divestitures we anticipate may not occur or produce anticipated benefits;


4



risks associated with our debt;
failure to find or acquire economically recoverable natural gas reserves to replace our current natural gas reserves;
a decrease in our borrowing base, which could decrease for a variety of reasons including lower natural gas prices, declines in natural gas proved reserves, and lending requirements or regulations;
we may operate a portion of our business with one or more joint venture partners or in circumstances where we are not the operator, which may restrict our operational and corporate flexibility and we may not realize the benefits we expect to realize from a joint venture;
changes in federal or state income tax laws;
challenges associated with strategic determinations, including the allocation of capital and other resources to strategic opportunities;
our development and exploration projects, as well as CNXM’s midstream system development, require substantial capital expenditures;
terrorist attacks or cyber-attacks could have a material adverse effect on our business, financial condition or results of operations;
construction of new gathering, compression, dehydration, treating or other midstream assets by CNXM may not result in revenue increases and may be subject to regulatory, environmental, political, legal and economic risks;
our success depends on key members of our management and our ability to attract and retain experienced technical and other professional personnel;
we may not achieve some or all of the expected benefits of the separation of CONSOL Energy;
CONSOL Energy may fail to perform under various transaction agreements that were executed as part of the separation;
CONSOL Energy may not be able to satisfy its indemnification obligations in the future and such indemnities may not be sufficient to hold us harmless from the full amount of liabilities for which CONSOL Energy will be allocated responsibility;
the separation of CONSOL Energy could result in substantial tax liability; and
other factors discussed in this 2017 Form 10-K under “Risk Factors,” as updated by any subsequent Forms 10-Q, which are on file at the Securities and Exchange Commission.

.



5



PART I

ITEM 1.
Business

General

CNX Resources Corporation, (CNX or the Company) is one of the largest independent oil and natural gas companies in the United States and is focused on the exploration, development, production, gathering, processing and acquisition of natural gas properties in the Appalachian Basin. Our operations are centered on unconventional shale formations, primarily the Marcellus Shale and Utica Shale.

CNX was incorporated in Delaware in 1991 under the name CONSOL Energy Inc. (CONSOL Energy), but its predecessors had been mining coal, primarily in the Appalachian Basin, since 1864. CNX entered the natural gas business in the 1980s initially to increase the safety and efficiency of its Virginia coal mines by capturing methane from coal seams prior to mining, which makes the mining process safer and more efficient. The natural gas business grew from the coalbed methane production in Virginia into other unconventional production, including hydraulic fracturing in the Marcellus Shale and Utica Shale in the Appalachian Basin. This growth was accelerated with the 2010 asset acquisition of the Appalachian Exploration & Production business of Dominion Resources, Inc.

On November 28, 2017, CNX completed the tax-free spin-off of its coal business resulting in two independent, publicly traded companies: CONSOL Energy, a coal company, formerly known as CONSOL Mining Corporation; and CNX, a natural gas exploration and production company. As a result of the separation of the two companies, CONSOL Energy and its subsidiaries now hold the coal assets previously held by CNX, including its Pennsylvania Mining Complex, Baltimore Marine Terminal, its direct and indirect ownership interest in CONSOL Coal Resources LP, formerly known as CNXC Coal Resources LP, and other related coal assets previously held by CNX. To effect the separation, CNX's shareholders received one share of CONSOL Energy common stock for every eight shares of CNX's common stock held as of the close of business on November 15, 2017, the record date for the separation and distribution. The coal company, previously reported as the Company's Pennsylvania Mining Operations division, has been reclassified in the Audited Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K (the Form 10-K) to discontinued operations for all periods presented.

CNX operates, develops and explores for natural gas primarily in Appalachia (Pennsylvania, West Virginia, Ohio, and Virginia). Our primary focus is the continued development of our Marcellus Shale acreage and delineation and development of our unique Utica Shale acreage and stacked pay opportunity set. We believe that our concentrated operating area, our legacy surface acreage position, our regional operating expertise, our extensive data set from development, as well as from non-operated participation wells and our held-by-production acreage position provides us a significant operating advantage over our competitors. Over the past ten years, CNX's natural gas business has grown by approximately 625% to produce a total of 407.2 net Bcfe in 2017.

Our land holdings in the Marcellus Shale and Utica Shale plays cover large areas, provide multi-year drilling opportunities and, collectively, have sustainable lower risk growth profiles. We currently control approximately 530,000 net acres in the Marcellus Shale and approximately 652,000 net acres that have Utica Shale potential in Ohio, West Virginia, and Pennsylvania. We also have approximately 2.2 million net acres in our coalbed methane play.

Highlights of our 2017 production include the following:
Total average production of 1,115,523 Mcfe per day;
90% Natural Gas, 10% Liquids; and
59% Marcellus, 20% Utica, 16% coalbed methane, and 5% other.

At December 31, 2017 , our proved natural gas, NGL, condensate and oil reserves (collectively, "natural gas reserves") had the following characteristics:
7.6 Tcfe of proved reserves;
93.9% natural gas;
58.2% proved developed;
95.5% operated; and
A reserve life ratio of 18.62 years (based on 2017 production).






6




The following map provides the location of CNX's E&P operations by region:
A20180129IR2V2.JPG
CNX defines itself through its core values which serve as the compass for our road map and guide every aspect of our business as we strive to achieve our corporate mission:

Responsibility: Be a safe and compliant operator; be a trusted community partner and respected corporate citizen; act with pride and integrity;
Ownership: Be accountable for our actions and learn from our outcomes, both positive and negative; be calculated risk-takers and seek creative ways to solve problems; and
Excellence: Be prudent capital allocators; be a lean, efficient, nimble organization; be a disciplined, reliable, performance-driven company.

These values are the foundation of CNX's identity and are the basis for how management defines continued success. We believe CNX's rich resource base, coupled with these core values, allows management to create value for the long-term. The electric power industry generates approximately two-thirds of its output by burning fossil fuels. Because of this we believe that the use of natural gas will continue for many years as one of the principal fuel sources for electricity in the United States. Additionally, we believe that as worldwide economies grow, the demand for electricity from fossil fuels will grow as well, which could result in the expansion of worldwide demand for our natural gas. Natural gas is also the dominant choice for primary heating fuel in the domestic residential sector. CNG (compressed natural gas)-powered vehicles are already in use in many major cities, saving money on fuel and reducing emission levels, while the demand for CNG is expected to grow further through additional fleet conversion to this cleaner-burning fuel. Finally, plentiful natural gas feedstock is creating emerging opportunities for chemicals and plastics manufacturing (in addition to the other uses previously noted) in the United States and abroad as the United States becomes a net exporter of the fuel.

CNX's Strategy

CNX's strategy is to increase shareholder value through the development and growth of its existing natural gas assets and selective acquisition of natural gas and natural gas liquid acreage leases within its footprint. Our mission is to empower our team to embrace and drive innovative change that creates long-term value for our shareholders, while enhancing our communities and


7



delivering energy solutions for today and tomorrow. We also will continue to focus on monetization of non-core assets to accelerate value creation and to minimize the shortfall between operating cash flows and our growth capital requirements.

We expect natural gas to become a more significant contributor to the domestic electric generation mix, while fueling industrial growth in the U.S. economy. With the recent growth of natural gas exports to Mexico and Canada and the United States becoming a net exporter of natural gas in 2016, we expect new markets to open up in the coming years. We feel that our significant increases in natural gas production, our reductions in drilling and operating costs and our vast acreage position will allow CNX to take advantage of these markets.

CNX's Capital Expenditure Budget     

In 2018, CNX expects capital expenditures of approximately $790-$880 million. The 2018 budget includes $515-$580 million of drilling and completion ("D&C") capital and approximately $275-$300 million of capital associated with land, midstream, and water infrastructure. The 2018 D&C capital budget is allocated approximately 65% to the Marcellus Shale and 35% to the Utica Shale.  
DETAIL OPERATIONS

Our operations are located throughout Appalachia and include the following plays:

Marcellus Shale

We have the rights to extract natural gas in Pennsylvania, West Virginia, and Ohio from approximately 530,000 net Marcellus Shale acres at December 31, 2017 .

The Upper Devonian Shale formation, which includes both the Burkett Shale and Rhinestreet Shale, lies above the Marcellus Shale formation in southwestern Pennsylvania and northern West Virginia. The Company holds a large number of acres that have Upper Devonian potential; however, these acres have not been disclosed separately as they generally coincide with our Marcellus acreage.

In December 2016, CNX terminated the 50-50 Joint Venture that was formed in 2011, with Noble Energy, Inc., for the exploration, development, and operation of primarily Marcellus Shale properties in Pennsylvania and West Virginia. As a result of the termination, each party now owns and operates a 100% interest in its properties and wells in two separate operating areas; and each party will now have independent control and flexibility with respect to the scope and timing of future development over its operating area. In June 2017, Noble Energy announced that it has closed on a transaction divesting its upstream assets in northern West Virginia and southern Pennsylvania to HG Energy II Appalachia, LLC, a portfolio company of Quantum Energy Partners.

On January 3, 2018, the Company acquired the remaining 50% membership interest in CONE Gathering LLC (which has since been renamed CNX Gathering LLC), which holds the general partner interest and incentive distribution rights in CNXM, the entity that constructs and operates the gathering system for most of our Marcellus shale production. See "Midstream Gas Services" for a more detailed explanation.

Utica Shale

We have the rights to extract natural gas in Pennsylvania, West Virginia, and Ohio from approximately 652,000 net Utica Shale acres at December 31, 2017 . Approximately 341,000 Utica acres coincide with Marcellus Shale acreage in Pennsylvania, West Virginia, and Ohio.

Coalbed Methane (CBM)

We have the rights to extract CBM in Virginia from approximately 267,000 net CBM acres in Central Appalachia. We produce CBM natural gas primarily from the Pocahontas #3 seam.

We also have the rights to extract CBM in West Virginia, southwestern Pennsylvania, and Ohio from approximately 906,000 net CBM acres. In central Pennsylvania we have the right to extract CBM from approximately 260,000 net CBM acres. In addition, we control approximately 584,000 net CBM acres in Illinois, Kentucky, Indiana, and Tennessee. We also have the right to extract CBM on approximately139,000 net acres in the San Juan Basin in New Mexico. We have no current plans to drill CBM wells in these areas in 2018.


8



Other Gas

We have the rights to extract natural gas from other shale and shallow oil and gas positions primarily in Illinois, Indiana, Kentucky, New York, Ohio, Pennsylvania, Virginia, and West Virginia from approximately 1,360,000 net acres at December 31, 2017 . The majority of our shallow oil and gas leasehold position is held by production and all of it is extensively overlain by existing third-party gas gathering and transmission infrastructure.
Summary of Properties as of December 31, 2017
 
 
Marcellus
 
Utica
 
CBM
 
Other Gas
 
 
 
 
Segment
 
Segment
 
Segment
 
Segment
 
Total
Estimated Net Proved Reserves (MMcfe)
 
4,396,130

 
1,372,261

 
1,353,366

 
459,855

 
7,581,612

Percent Developed
 
51
%
 
54
%
 
72
%
 
100
%
 
58
%
Net Producing Wells (including oil and gob wells)
 
316

 
76

 
4,454

 
8,019

 
12,865

Net Acreage Position:
 
 
 
 
 
 
 
 
 
 
Net Proved Developed Acres
 
34,010

 
14,943

 
259,638

 
235,346

 
543,937

Net Proved Undeveloped Acres
 
28,435

 
8,449

 
3,819

 

 
40,703

Net Unproved Acres(1)
 
467,365

 
286,943

 
1,893,140

 
1,169,567

 
3,817,015

     Total Net Acres(2)
 
529,810

 
310,335

 
2,156,597

 
1,404,913

 
4,401,655

_________
(1)
Net acres include acreage attributable to our working interests in the properties. Additional adjustments (either increases or decreases) may be required as we further develop title to and further confirm our rights with respect to our various properties in anticipation of development. We believe that our assumptions and methodology in this regard are reasonable.
(2)
Acreage amounts are only included under the target strata CNX expects to produce with the exception of certain CBM acres governed by separate leases, although the reported acres may include rights to multiple gas seams (e.g. we have rights to Marcellus segment that are disclosed under the Utica segment and we have rights to Utica segment that are disclosed under the Marcellus segment). We have reviewed our drilling plans, our acreage rights and used our best judgment to reflect the acres in the strata we expect to primarily produce. As more information is obtained or circumstances change, the acreage classification may change.

Producing Wells and Acreage

Most of our development wells and proved acreage are located in Virginia, West Virginia, Ohio and Pennsylvania. Some leases are beyond their primary term, but these leases are extended in accordance with their terms as long as certain drilling commitments or other term commitments are satisfied.

The following table sets forth, at December 31, 2017 , the number of producing wells, developed acreage and undeveloped acreage:
 
 
Gross
 
Net(1)
Producing Gas Wells (including gob wells)
 
17,013

 
12,853

Producing Oil Wells
 
171

 
12

Net Acreage Position:
 
 
 
 
Proved Developed Acreage
 
551,900

 
543,937

Proved Undeveloped Acreage
 
41,066

 
40,703

Unproved Acreage
 
4,434,714

 
3,817,015

     Total Acreage
 
5,027,680

 
4,401,655


(1)
Net acres include acreage attributable to our working interests in the properties. Additional adjustments (either increases or decreases) may be required as we further develop title to and further confirm our rights with respect to our various properties in anticipation of development. We believe that our assumptions and methodology in this regard are reasonable.


9




The following table represents the terms under which we hold these acres:    
 
 
Gross Unproved Acres
 
Net Unproved Acres
 
Net Proved Undeveloped Acres
Held by production/fee
 
4,278,446

 
3,736,526

 
25,688

Expiration within 2 years
 
94,486

 
43,118

 
8,447

Expiration beyond 2 years
 
61,782

 
37,371

 
6,568

    Total Acreage
 
4,434,714

 
3,817,015

 
40,703


The leases reflected above as Gross and Net Unproved Acres with expiration dates are included in our current drill plan or active land program. Leases with expiration dates within two years represent approximately 1% of our total net unproved acres and leases with expiration dates beyond two years represent approximately 1% of our total net unproved acres. In each case, we deemed this acreage to not be material to our overall acreage position. Additionally, based on our current drill plans and lease management we do not anticipate any material impact to our consolidated financial statements from the expiration of such leases.

Development Wells (Net)

During the years ended December 31, 2017 , 2016 and 2015 , we drilled 90.0, 36.0 and 132.8 net development wells, respectively. Gob wells and wells drilled by operators other than our primary joint venture partners at that time are excluded from net development wells. In 2017, there were 3.9 net development wells and 1.8 exploratory wells drilled but uncompleted. There were no dry development wells in 2017, 2016, or 2015. As of December 31, 2017, there are 13.0 gross completed developmental wells ready to be turned in-line. The following table illustrates the net wells drilled by well classification type:
 
 
For the Year
 
 
Ended December 31,
 
 
2017
2016
2015
Marcellus segment
 
9.0

 

 
44.0

Utica segment
 
17.0

 
13.0

 
15.8

CBM segment
 
64.0

 
23.0

 
73.0

Other Gas segment
 

 

 

     Total Development Wells (Net)
 
90.0

 
36.0

 
132.8


Exploratory Wells (Net)

There were 4.0 net exploratory wells drilled during the year ended December 31, 2017. There were no exploratory wells drilled during the year ended December 31, 2016 and 2.5 net exploratory wells drilled during the year ended December 31, 2015. As of December 31, 2017 , there are 1.8 net exploratory wells in process. The following table illustrates the exploratory wells drilled by well classification type:
 
 
For the Year Ended December 31,
 
 
2017
 
2016
 
2015
 
 
Producing
 
Dry
 
Still Eval.
 
Producing
 
Dry
 
Still Eval.
 
Producing
 
Dry
 
Still Eval.
Marcellus segment
 

 

 

 

 

 

 

 

 

Utica segment
 
2.2

 

 
1.8

 

 

 

 
2.5

 

 

CBM segment
 

 

 

 

 

 

 

 

 

Other Gas segment
 

 

 

 

 

 

 



 

     Total Exploratory Wells (Net)
 
2.2

 

 
1.8

 

 

 

 
2.5

 

 








10



Reserves

The following table shows our estimated proved developed and proved undeveloped reserves. Reserve information is net of royalty interest. Proved developed and proved undeveloped reserves are reserves that could be commercially recovered under current economic conditions, operating methods and government regulations. Proved developed and proved undeveloped reserves are defined by the Securities and Exchange Commission (SEC).
 
 
Net Reserves
 
 
(Million cubic feet equivalent)
 
 
as of December 31,
 
 
2017
 
2016
 
2015
Proved developed reserves
 
4,409,065

 
3,683,302

 
3,697,152

Proved undeveloped reserves
 
3,172,547

 
2,568,346

 
1,945,837

Total proved developed and undeveloped reserves(1)
 
7,581,612

 
6,251,648

 
5,642,989

___________
(1)
For additional information on our reserves, see Other Supplemental Information–Supplemental Gas Data (unaudited) to the Consolidated Financial Statements in Item 8 of this Form 10-K.

Discounted Future Net Cash Flows

The following table shows our estimated future net cash flows and total standardized measure of discounted future net cash flows at 10%:
 
 
Discounted Future
 
 
Net Cash Flows
 
 
(Dollars in millions)
 
 
2017
 
2016
 
2015
Future net cash flows
 
$
7,841

 
$
2,419

 
$
2,500

Total PV-10 measure of pre-tax discounted future net cash flows (1)
 
$
4,140

 
$
1,559

 
$
1,659

Total standardized measure of after tax discounted future net cash flows
 
$
3,131

 
$
955

 
$
1,019

____________
(1)
We calculate our present value at 10% (PV-10) in accordance with the following table. Management believes that the presentation of the non-Generally Accepted Accounting Principles (GAAP) financial measure of PV-10 provides useful information to investors because it is widely used by professional analysts and sophisticated investors in evaluating oil and gas companies. Because many factors that are unique to each individual company impact the amount of future income taxes estimated to be paid, the use of a pre-tax measure is valuable when comparing companies based on reserves. PV-10 is not a measure of the financial or operating performance under GAAP. PV-10 should not be considered as an alternative to the standardized measure as defined under GAAP. We have included a reconciliation of the most directly comparable GAAP measure-after-tax discounted future net cash flows.









11



Reconciliation of PV-10 to Standardized Measure
 
 
As of December 31,
 
 
2017
 
2016
 
2015
 
 
(Dollars in millions)
Future cash inflows
 
$
19,262

 
$
11,303

 
$
11,838

Future production costs
 
(7,234
)
 
(5,851
)
 
(6,585
)
Future development costs (including abandonments)
 
(1,711
)
 
(1,550
)
 
(1,220
)
Future net cash flows (pre-tax)
 
10,317

 
3,902

 
4,033

10% discount factor
 
(6,177
)
 
(2,343
)
 
(2,374
)
PV-10 (Non-GAAP measure)
 
4,140

 
1,559

 
1,659

Undiscounted income taxes
 
(2,476
)
 
(1,483
)
 
(1,534
)
10% discount factor
 
1,467

 
879

 
894

Discounted income taxes
 
(1,009
)
 
(604
)
 
(640
)
Standardized GAAP measure
 
$
3,131

 
$
955

 
$
1,019


Gas Production

The following table sets forth net sales volumes produced for the periods indicated:
 
 
For the Year
 
 
Ended December 31,
 
 
2017
 
2016
 
2015
Natural Gas
 
 
 
 
 
 
  Sales Volume (MMcf)
 
 
 
 
 
 
      Marcellus
 
209,687

 
186,812

 
149,332

      Utica
 
70,708

 
71,277

 
38,344

      CBM
 
65,373

 
68,971

 
74,910

      Other
 
19,125

 
21,693

 
24,701

          Total
 
364,893

 
348,753

 
287,287

 
 
 
 
 
 
 
NGL
 
 
 
 
 
 
  Sales Volume (Mbbls)
 
 
 
 
 
 
      Marcellus
 
4,604

 
3,922

 
3,175

      Utica
 
1,851

 
2,787

 
2,354

      Other
 
1

 
1

 
1

          Total
 
6,456

 
6,710

 
5,530

 
 
 
 
 
 
 
Oil and Condensate
 
 
 
 
 
 
  Sales Volume (Mbbls)
 
 
 
 
 
 
      Marcellus
 
346

 
360

 
650

      Utica
 
204

 
470

 
627

      Other
 
39

 
65

 
88

          Total
 
589

 
895

 
1,365

 
 
 
 
 
 
 
Total Sales Volume (MMcfe)
 
 
 
 
 
 
      Marcellus
 
239,387

 
212,504

 
172,280

      Utica
 
83,038

 
90,820

 
56,229

      CBM
 
65,373

 
68,971

 
74,910

      Other
 
19,368

 
22,092

 
25,238

          Total
 
407,166

 
394,387

 
328,657

*Oil, NGLs, and Condensate are converted to Mcfe at the rate of one barrel equals six Mcf based upon the approximate relative energy content of oil and natural gas.

CNX expects 2018 annual natural gas production volumes of 520-550 Bcfe, or an approximately 31% annual increase, compared to 2017 volumes, based on the midpoint of guidance.




12



Average Sales Price and Average Lifting Cost

The following table sets forth the total average sales price and the total average lifting cost for all of our natural gas and NGL production for the periods indicated. Total lifting cost is the cost of raising gas to the gathering system and does not include depreciation, depletion or amortization. See Part II Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K for a breakdown by segment.
 
 
For the Year
 
 
Ended December 31,
 
 
2017
 
2016
 
2015
Average Sales Price - Gas (Mcf)
 
$
2.59

 
$
1.92

 
$
2.17

(Loss) Gain on Commodity Derivative Instruments - Cash Settlement- Gas (Mcf)
 
$
(0.11
)
 
$
0.70

 
$
0.68

Average Sales Price - NGLs (Mcfe)*
 
$
4.03

 
$
2.42

 
$
2.05

Average Sales Price - Oil (Mcfe)*
 
$
7.56

 
$
6.15

 
$
7.99

Average Sales Price - Condensate (Mcfe)*
 
$
6.59

 
$
4.58

 
$
4.42

 
 
 
 
 
 
 
Total Average Sales Price (per Mcfe) Including Effect of Derivative Instruments
 
$
2.66

 
$
2.63

 
$
2.81

Total Average Sales Price (per Mcfe) Excluding Effect of Derivative Instruments
 
$
2.76

 
$
2.01

 
$
2.22

Average Lifting Costs Excluding Ad Valorem and Severance Taxes (per Mcfe)
 
$
0.22

 
$
0.24

 
$
0.37

 
 
 
 
 
 
 
Average Sales Price - NGLs (Bbl)
 
$
24.18

 
$
14.52

 
$
12.30

Average Sales Price - Oil (Bbl)
 
$
45.36

 
$
36.90

 
$
47.94

Average Sales Price - Condensate (Bbl)
 
$
39.54

 
$
27.48

 
$
26.52

*Oil, NGLs, and Condensate are converted to Mcfe at the rate of one barrel equals six Mcf based upon the approximate relative energy content of oil and natural gas.

Sales of NGLs, condensates and oil enhance our reported natural gas equivalent sales price. Across all volumes, when excluding the impact of hedging, sales of liquids added $0.17 per Mcfe, $0.09 per Mcfe, and $0.05 per Mcfe for 2017, 2016, and 2015, respectively, to average gas sales prices. CNX expects to continue to realize a liquids uplift benefit as additional wells are brought online in the liquid-rich areas of the Marcellus shale. We continue to sell the majority of our NGLs through the large midstream companies that process our natural gas. This approach allows us to take advantage of the processors’ transportation efficiencies and diversified markets. Certain of CNX’s processing contracts provide for the ability to take our NGLs “in-kind” and market them directly if desired. The processed purity products are ultimately sold to industrial, commercial, and petrochemical markets.

We enter into physical natural gas sales transactions with various counterparties for terms varying in length. Reserves and production estimates are believed to be sufficient to satisfy these obligations. In the past, we have delivered quantities required under these contracts. We also enter into various natural gas swap transactions. These gas swap transactions exist parallel to the underlying physical transactions and represented approximately 312.2 Bcf of our produced gas sales volumes for the year ended December 31, 2017 at an average price of $2.60 per Mcf. The notional volumes associated with these gas swaps represented approximately 264.9 Bcf of our produced gas sales volumes for the year ended December 31, 2016 at an average price of $3.04 per Mcf. As of January 15, 2018, we expect these transactions will represent approximately  388.6 Bcf of our estimated 2018 production at an average price of $ 2.77  per Mcf, 273.0 Bcf of our estimated 2019 production at an average price of $ 2.74 per Mcf, 198.3 Bcf of our estimated 2020 production at an average price of $ 2.78  per Mcf, approximately 166.5 Bcf of our estimated 2021 production at an average price of $ 2.62  per Mcf, and approximately 153.4 Bcf of our estimated 2022 production at an average price of $2.83 per Mcf.
 
The hedging strategy and information regarding derivative instruments used are outlined in Part II, Item 7A Qualitative and Quantitative Disclosures About Market Risk and in Note 17 - Derivative Instruments in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K.







13



Midstream Gas Services

CNX has traditionally designed, built and operated natural gas gathering systems to move gas from the wellhead to interstate pipelines or other local sales points. In addition, CNX has acquired extensive gathering assets. CNX now owns or operates approximately 5,000 miles of natural gas gathering pipelines as well as 250,000 horsepower of compression, of which, approximately 75% is wholly owned with the balance being leased. Along with this compression capacity, CNX owns and operates a number of natural gas processing facilities. This infrastructure is capable of delivering approximately 750 billion cubic feet per year of pipeline quality gas.

On January 3, 2018, CNX closed its previously announced acquisition of Noble Energy’s (Noble) 50% membership interest in CONE Gathering LLC (CONE or CONE Gathering), which holds the general partner interest and incentive distribution rights in CONE Midstream Partners LP. In conjunction with the closing, CONE Midstream Partners LP was renamed CNX Midstream Partners LP (CNX Midstream or CNXM) and CONE Gathering LLC was renamed CNX Gathering LLC (CNX Gathering) (See Note 21 - Subsequent Event in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for more information). Also on January 3, 2018, the Company’s board of directors authorized CNX Midstream to enter into an amendment to its gas gathering agreement with CNX Gas Company LLC, a wholly-owned subsidiary of CNX.

CNX Gathering develops, operates and owns substantially all of CNX’s Marcellus Shale gathering systems. Prior to its acquisition of Noble’s interest, CNX operated this equity affiliate. Subsequent to the acquisition, CNX is the single sponsor of CNXM, and beginning in the first quarter of 2018 CNX Gathering will be fully consolidated into the Company’s financial statements. We believe that the network of right-of-ways, vast surface holdings, experience in building and operating gathering systems in the Appalachian basin, and increased control and flexibility will give CNX Gathering an advantage in building the midstream assets required to execute our Marcellus Shale development plan.

In the Utica Shale, we and our joint venture partner, Hess, primarily contract with third-parties for gathering services.

CNX has developed a diversified portfolio of firm transportation capacity options to support its production growth plan. CNX plans to selectively acquire firm capacity on an as-needed basis, while minimizing transportation costs and long-term financial obligations. In the near term, if appropriate, CNX also plans to optimize and/or release firm transportation to others. CNX also benefits from the strategic location of our primary production areas in southwestern Pennsylvania, northern West Virginia, and eastern Ohio. These areas are currently served by a large concentration of major pipelines that provide us with the capacity to move our production to the major gas markets, and it is expected that recently-approved and pending pipeline projects will increase the take-away capacity from our region. In addition to firm transportation capacity, CNX has developed a processing portfolio to support the projected volumes from its wet production areas and has operational and contractual flexibility to potentially convert a portion of currently processed wet gas volumes to be marketed as dry gas volumes.

CNX has the advantage of having gas production from CBM, which can be lower Btu than pipeline specification, as well as higher Btu Marcellus and Utica shale production. These types of gas can be complementary by reducing and in some cases eliminating the need for the costly processing of CBM. In addition, our lower Btu CBM and dry Marcellus and Utica production offer an opportunity to blend ethane back into the gas stream when pricing or capacity in ethane markets dictate. In developing a diversified approach to managing ethane, CNX has entered into ethane supply agreements and regularly assesses future outlet opportunities with ethane customers and midstream companies. These different gas types allow us more flexibility in bringing Marcellus and Utica shale wells on-line at qualities that meet interstate pipeline specifications.

Natural Gas Competition

The United States natural gas industry is highly competitive. CNX competes with other large producers, as well as a myriad of smaller producers and marketers. CNX also competes for pipeline and other services to deliver its products to customers. According to data from the Natural Gas Supply Association and the Energy Information Agency (EIA), the five largest U.S. producers of natural gas produced about 14% of dry natural gas production during the first nine months of 2017. The EIA reported 552,506 producing natural gas wells in the United States at December 31, 2016 (the latest year for which government statistics are available), which is approximately four percent lower than 2015.

CNX expects natural gas to be a significant contributor to the domestic electric generation mix in the long-term, as well as to fuel industrial growth in the U.S. economy. According to the EIA, based on preliminary results, natural gas represented 32% of U.S. electricity generation during 2017 compared with 34% in 2016. With the recent growth of natural gas exports to Mexico, increased liquefied natural gas exports, and declining pipeline imports from Canada, the U.S. became a net exporter of gas in 2016 and is projected by the EIA to be a net exporter of gas for 2017 and 2018. CNX also expects the high level of U.S. gas exports to continue in the future. In addition, there is potential for natural gas to become a significant contributor to the transportation market.


14



The EIA expects overall demand for U.S. natural gas to be 4.3% higher in 2018 compared with 2017. Our increasing gas production will allow CNX to participate in these growing markets.

CNX gas operations are primarily located in the eastern United States. The gas market is highly fragmented and not dominated by any single producer. We believe that competition within our market is based primarily on natural gas commodity trading fundamentals and pipeline transportation availability to the various markets.

Continued demand for CNX's natural gas and the prices that CNX obtains are affected by natural gas use in the production of electricity, pipeline capacity, U.S. manufacturing and the overall strength of the economy, environmental and government regulation, technological developments, the availability and price of competing alternative fuel supplies, and national and regional supply/demand dynamics.

Other Operations
CNX provides other services, including both land and water services, to both our own operations and to others.

Non-Core Mineral Assets and Surface Properties

CNX owns significant natural gas assets that are not in our short or medium term development plans. We continually explore the monetization of these non-core assets by means of sale, lease, contribution to joint ventures, or a combination of the foregoing in order to bring the value of these assets forward for the benefit of our shareholders. We also control a significant amount of surface acreage. This surface acreage is valuable to us in the development of the gathering system for our Marcellus Shale and Utica Shale production. We also derive value from this surface control by granting rights of way or development rights to third-parties when we are able to derive appropriate value for our shareholders.
 
Water Division

CNX Water Assets LLC, doing business as CONVEY Water Systems LLC, is a wholly-owned subsidiary of CNX and supplies turnkey solutions for water sourcing, delivery and disposal for our natural gas operations, and supplies solutions for water sourcing as well as delivery and disposal for third-parties. In coordination with our midstream operations, CONVEY Water Systems works to develop solutions that coincide with our midstream operations to offer gas gathering and water delivery solutions in one package to third-parties.

Employee and Labor Relations

At December 31, 2017 , CNX had 561 employees, none of which are subject to a collective bargaining agreement.

Industry Segments

Financial information concerning industry segments, as defined by accounting principles generally accepted in the United States, for the years ended December 31, 2017 , 2016 and 2015 is included in Note 19 - Segment Information in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K and incorporated herein.

Financial Information about Geographic Areas

All of the Company's assets and operations are located in the continental United States.



15



Laws and Regulations

Overview

Our natural gas operations are subject to various types of federal, state and local laws and regulations. Regulations relating to our operations include permitting, bonding and other licensing requirements; water withdrawal and procurement for well stimulation purposes; well drilling, casing and hydraulic fracturing; stormwater management; well production; well plugging; venting or flaring of natural gas; pipeline compression and transmission of natural gas and liquids; reclamation and restoration of properties after natural gas operations are completed; handling, storage, transportation and disposal of materials used or generated by natural gas operations; the calculation, reporting and disbursement of taxes; gathering of natural gas production in certain circumstances; air quality standards; protection of wetlands; crossing of waterways; endangered plant and wildlife protection; use of public roads; and employee health and safety. Numerous governmental permits, authorizations and approvals under these laws and regulations are required for natural gas operations. Lastly, the electric power generation industry is subject to extensive regulation regarding the environmental impact of its power generation activities, which could affect demand for our natural gas.

We endeavor to conduct our natural gas operations in compliance with all applicable federal, state and local laws and regulations. However, because of extensive and comprehensive regulatory requirements against a backdrop of variable geologic and seasonal conditions, permit exceedances and violations during natural gas operations can and do occur. The possibility exists that new legislation or regulations may be adopted which would have a significant impact on our natural gas operations or our customers' ability to use our natural gas and may require us or our customers to change their operations significantly or incur substantial costs.

In July 2010, U.S. Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), which established federal oversight and regulation of the over-the-counter derivative market and entities, such as the Company, that participate in that market. The Dodd-Frank Act requires the Commodities Futures Trading Commission (CFTC), the SEC and other regulatory agencies to promulgate rules and regulations implementing this legislation. As of the filing date of this Annual Report on Form 10-K, the CFTC has finalized certain regulations that impose regulatory obligations on all market participants, including the Company, while other regulations remain to be finalized or implemented. Because certain CFTC rules relevant to natural gas hedging activities have yet to be promulgated, it is not possible at this time to predict the extent of the impact of the regulations on the Company’s hedging program or regulatory compliance obligations. The Company has experienced, and expects to continue to experience, increased compliance costs in connection with changes to current market practices as participants continue to adapt to a changing regulatory environment.

Environmental Laws

CNX has established protocols for ongoing assessments to identify potential environmental exposures. These assessments evaluate compliance with laws and regulations and other industry and internal best management practices, and include evaluation of compliance by waste management facilities and other third-party service providers.

Clean Air Act and Related Regulations. The federal Clean Air Act (CAA) and corresponding state laws and regulations regulate air emissions primarily through permitting and/or emissions control requirements. This affects natural gas production and processing operations. The federal CAA and corresponding state laws and regulations regulate air emissions primarily through permitting and/or emissions control requirements. This affects natural gas production and processing operations. Various activities in our operations are subject to regulation, including pipeline compression, venting and flaring of natural gas, hydraulic fracturing and completion processes, and fugitive emissions. We obtain permits, typically from state or local authorities, to conduct these activities. Additionally, we are required to obtain pre-approval for construction or modification of certain facilities, to meet stringent air permit requirements, or to use specific equipment, technologies or best management practices to control emissions. Further, some states and the federal government have proposed that emissions from certain sources should be aggregated to provide for regulation and permitting of a single, major source. Federal and state governmental agencies continue to investigate the potential for emissions from oil and natural gas activities, and further regulation could increase our cost or restrict our ability to produce.

We are required to obtain pre-approval for construction or modification of certain facilities, to meet stringent air permit requirements, or to use specific equipment, technologies or best management practices to control emissions. On August 16, 2012, the U.S. Environmental Protection Agency (EPA) published final revisions to the New Source Performance Standards (NSPS) to regulate emissions of volatile organic compounds (VOCs) and sulfur dioxide (SO 2 ) from various oil and gas exploration, production, processing and transportation facilities. Additionally, revisions were made to the National Emission Standards for Hazardous Air Pollutants (NESHAPS) to further regulate emissions from the oil and natural gas production sector and the transmission and storage of natural gas. Section 111 of the CAA authorized the EPA to develop technology based standards which apply to specific


16



categories of stationary sources. On June 3, 2016, the EPA finalized updates to the final New Source Performance Standards (NSPS) that created new standards for the regulation of methane and VOC emission sources. The rule includes requirements for new fugitive emission and leak detection testing and reporting requirements. Also on June 3, 2016, the EPA published the final Source Determination Rule which clarified the use of the term “adjacent” in determining Title V air permitting requirements as they apply to the oil and natural gas industry for major sources of air emissions. On August 1, 2016 these updates to the NSPS were challenged in the D.C. Circuit Court of Appeals by industry and state associations and a request for administrative reconsideration was also filed. Additionally, 15 states filed suit and asked the Court of Appeals to review the need for the changes.

The CAA requires the EPA to set National Ambient Air Quality Standards (NAAQS) for certain pollutants and the CAA identifies two types of NAAQS. Primary standards provide public health protection, including protecting the health of "sensitive" populations such as asthmatics, children, and the elderly. Secondary standards provide public welfare protection, including protection against decreased visibility and damage to animals, crops, vegetation, and buildings. On October 1, 2015, the EPA finalized the NAAQS for ozone pollution and reduced the limit to 70 parts per billion (ppb) from the previous 75 ppb standard. The final rule could have a large impact on the oil and gas industry as states would be required to update their permitting standards to meet these potentially unachievable limits. Six states have now filed a petition for review in the Court of Appeals for the D.C. Circuit.

On July 6, 2011, the EPA finalized a rule known as the Cross-State Air Pollution Rule (CSAPR). CSAPR regulates cross-border emissions of criteria air pollutants such as SO 2 and NO X , as well as byproducts, fine particulate matter (PM 2.5 ) and ozone by requiring states to limit emissions from sources that "contribute significantly" to noncompliance with air quality standards for the criteria air pollutants. If the ambient levels of criteria air pollutants are above the thresholds set by the EPA, a region is considered to be in "nonattainment" for that pollutant and the EPA applies more stringent control standards for sources of air emissions located in the region. In April 2014, the Supreme Court reversed a decision of the D.C. Circuit Court of Appeals that vacated the rule. Following remand and briefing the D.C. Circuit Court of appeals, in October 2014, granted a motion to lift a stay of the rule and allow the EPA to modify the CSAPR compliance deadline by three-years, setting the stage for issuance of the proposed rule. Implementation of CSAPR Phase 1 began in 2015, with Phase 2 scheduled to begin in 2017. On September 7, 2016, the EPA finalized an update to the CSAPR for the 2008 ozone NAAQS by issuing the final CSAPR Update. Starting in May 2017, this rule will reduce summertime (May - September) NO X emissions from power plants in 22 states in the eastern United States.

On January 8, 2014, the EPA re-proposed NSPS for CO 2 for new fossil fuel fired power plants and rescinded the rules that were proposed on April 12, 2012. On September 20, 2013, the EPA issued a new proposal to control carbon emissions from new power plants. Under the Clean Power Plan (CPP) proposal, the EPA would establish separate NSPS for CO 2 emissions for natural gas-fired turbines and coal-fired units. However, in April 2017, the U.S. Court of Appeals for the D.C. Circuit granted the EPA’s motion to hold a pending appeal in abeyance while the EPA undertakes a review of the proposal. The proposed “Carbon Pollution Standard for New Power Plants” replaces the earlier proposal released by the EPA in 2012. On August 3, 2015, the EPA finalized the Carbon Pollution Standards to cut carbon emissions from new, modified and reconstructed power plants, which would have become effective on October 23, 2015.

Climate Change. Climate change continues to be a legislative and regulatory focus. There are a number of proposed and final laws and regulations that limit greenhouse gas emissions, and regulations that restrict emissions could increase our costs should the requirements necessitate the installation new equipment or the purchase of emission allowances. Additional regulation could also lead to permitting delays and additional monitoring and administrative requirements, as well as to impacts on electricity generating operations.

On November 30, 2016, the EPA finalized amendments to the Petroleum and Natural Gas Systems source category (Subpart W) of the Greenhouse Gas Reporting Program (GHGRP). This final rule adds new monitoring methods for detecting leaks from oil and gas equipment in the petroleum and natural gas systems source category consistent with the leak detection methods in the NSPS. The action also adds emission factors for leaking equipment to be used in conjunction with these monitoring methods to calculate and report greenhouse gas (GHG) emissions resulting from equipment leaks. The NSPS final rule would add reporting of GHG emissions from certain gathering and boosting systems, completions and workovers of oil wells using hydraulic fracturing, and blowdowns of natural gas transmission pipelines.

Clean Water Act. The federal Clean Water Act (CWA) and corresponding state laws affect our natural gas operations by regulating discharges into surface waters. Permits requiring regular monitoring and compliance with effluent limitations and reporting requirements govern the discharge of pollutants into regulated waters. The CWA and corresponding state laws include requirements for: improvement of designated "impaired waters" (i.e., not meeting state water quality standards) through the use of effluent limitations; anti-degradation regulations which protect state designated "high quality/exceptional use" streams by restricting or prohibiting discharges; stormwater controls; and requirements to dispose of produced wastes and other oil and gas wastes at approved disposal facilities. These requirements impact the development of infrastructure, well-drilling, and hydraulic


17



fracturing operations. The CWA and similar state laws provide for civil, criminal and administrative penalties for unauthorized discharges of pollutants or reportable quantities of oil and/or other hazardous substances. The Spill Prevention, Control and Countermeasure (SPCC) requirements of the CWA apply to operations that use or produce fluids of threshold quantities and require the implementation of plans to prevent and contain spills. These requirements (or changes to current regulations) may cause CNX to incur significant additional costs that could adversely affect our operating results, financial condition and cash flows.

CNX utilizes pipelines extensively for its natural gas and water businesses. Mitigation permits from the Army Corps of Engineers (ACOE) are typically required for certain impacts these pipelines cause to streams and wetlands, including the crossing of such streams and wetlands. Any expansion of the scope of regulation of pipeline development to include previously non-jurisdictional streams, wetlands and waters, could adversely affect our operating results, financial condition and cash flows.

Endangered Species Act. The Endangered Species Act and related state regulation protect plant and animal species that are threatened or endangered. New or additional species that may be identified as requiring protection or consideration may lead to delays in permits and/or other restrictions.

Safety of Gas Transmission and Gathering Pipelines. On April 8, 2016, The U.S. Department of Transportation (DOT) Pipeline and Hazardous Materials Safety Administration (PHMSA) published in the Federal Register a Notice of Proposed Rule Making (NPRM) that would significantly modify existing regulations related to reporting, impact, design, construction, maintenance, operations and integrity management of gas transmission and gathering pipelines. The proposed rule addresses four congressional mandates and six recommendations by the National Transportation Safety Board. The proposed rule broadens the scope of safety coverage both by adding new assessment and repair criteria for gas transmission pipelines, and by expanding these protocols to include pipelines not formerly regulated by the federal standards. This means extending regulatory requirements to transmission and gathering pipelines of eight inches and greater in rural class 1 areas, which could increase time frames and cost to complete projects. It is unclear what action may be taken on this proposal in the new administration. Additionally, certain states, such as West Virginia, also maintain jurisdiction over intrastate natural gas lines.

Resource Conservation and Recovery Act. The federal Resource Conservation and Recovery Act (RCRA) and corresponding state laws and regulations affect natural gas operations by imposing requirements for the management, treatment, storage and disposal of hazardous and non-hazardous wastes, including wastes generated by natural gas operations. Facilities at which hazardous wastes have been treated, stored or disposed of are subject to corrective action orders issued by the EPA that could adversely affect our financial results, financial condition and cash flows. On December 28, 2016 the EPA entered into a consent order to resolve outstanding litigation brought by environmental and citizen groups regarding the applicability of RCRA to wastes from oil and gas development activities. The consent order requires the EPA to revise the applicability determination by March 15, 2019.

Federal Regulation of the Sale and Transportation of Natural Gas

Regulations and orders issued by the Federal Energy Regulatory Commission (FERC) impact our natural gas business to a certain degree. Although the FERC does not directly regulate our natural gas production activities, the FERC has stated that it intends for certain of its orders to foster increased competition within all phases of the natural gas industry. Additionally, the FERC has jurisdiction over the transportation of natural gas in interstate commerce, and regulates the terms, conditions of service, and rates for the interstate transportation of our natural gas production. The FERC possesses regulatory oversight over natural gas markets, including anti-market manipulation regulation. The FERC has the ability to assess civil penalties, order disgorgement of profits and recommend criminal penalties for violations of the Natural Gas Act or the FERC’s regulations and policies thereunder.
    
Section 1(b) of the Natural Gas Act exempts natural gas gathering facilities from regulation by the FERC. However, the distinction between federally unregulated gathering facilities and FERC-regulated transmission facilities is a fact-based determination, and the classification of facilities is the subject of ongoing litigation. We own certain natural gas pipeline facilities that we believe meet the traditional tests which the FERC has used to establish a pipeline's status as a gatherer not subject to the FERC jurisdiction.

Natural gas prices are currently unregulated, but Congress historically has been active in the area of natural gas regulation. We cannot predict whether new legislation to regulate natural gas sales might be enacted in the future or what effect, if any, any such legislation might have on our operations.

Health and Safety Laws

Occupational Safety and Health Act. Our natural gas operations are subject to regulation under the federal Occupational Safety and Health Act (OSHA) and comparable state laws in some states, all of which regulate health and safety of employees at our natural gas operations. Additionally, OSHA's hazardous communication standard, the EPA community right-to-know


18



regulations under Title III of the federal Superfund Amendment and Reauthorization Act and comparable state laws require that information be maintained about hazardous materials used or produced by our natural gas operations and that this information be provided to employees, state and local governments and the public.

Other State and Local Laws Related to Our Natural Gas Business

Regulation Affecting Gas Operations. Our natural gas operations are also subject to regulation at the state and in some cases, county, municipal and local governmental levels. Such regulation includes requiring permits for the siting and construction of well pads, impoundments, tanks and roads; pooling and unitizations; drilling of wells; bonding requirements; protection of ground water and surface water resources and protection of drinking water supplies; the method of drilling and casing wells; the surface use and restoration of well sites; gas flaring; the plugging and abandoning of wells; the disposal of fluids used in connection with operations; and natural gas operations producing coalbed methane in relation to active mining. A number of states have either enacted new laws or may be considering the adequacy of existing laws affecting gathering rates and/or services. Other state regulation of gathering facilities generally includes various safety, environmental and in some circumstances, nondiscriminatory take requirements but does not generally entail rate regulation. Thus, natural gas gathering may receive greater regulatory scrutiny of state agencies in the future. Our gathering operations could be adversely affected should they be subject in the future to increased state regulation of rates or services, although we do not believe that they would be affected by such regulation any differently than other natural gas producers or gatherers. However, these regulatory burdens may affect profitability, and we are unable to predict the future cost or impact of complying with such regulations.

Regulation of Horizontal Drilling . State regulations for horizontal well drilling and well site construction have been proposed and finalized. In September 2015, Pennsylvania published a final rulemaking on the revisions to the Environmental Protection Performance Standards at Oil and Gas Well Sites (Chapters 78 and 78a). Chapter 78 rules affecting conventional drillers were eliminated under SB279, and may be readdressed by the Pennsylvania Department of Environmental Protection in 2018. Chapter 78a rules are the subject of pending litigation, with oral argument before the Pennsylvania Supreme Court in October 2017. Ohio passed Horizontal Well Site Construction Rules which became effective in July 2015. Ohio is also in the process of reviewing and possibly adopting additional horizontal development rules. Additionally, West Virginia adopted Rules Governing Horizontal Well Development.

Ownership of Mineral Rights . CNX acquires ownership or leasehold rights to oil and gas properties prior to conducting operations on those properties. The legal requirements of such ownership or leasehold rights generally are established by state statutory or common law. As is customary in the natural gas industry, we have generally conducted only a summary review of the title to oil and gas rights that are not yet in our development plans, but which we believe we control. This summary review is conducted at the time of acquisition or as part of a review of our land records. However, our ownership of certain oil and gas rights, particularly some of the rights we acquired in 2010, as part of an acquisition, may be less developed. As we continue to conduct our standard review of land records and confirm title in anticipation of development, we expect that adjustments to our ownership position (either increases or decreases) will be required.

Prior to the commencement of development operations on natural gas and coalbed methane properties, we conduct a thorough title examination and perform curative work with respect to significant title defects. We generally will not commence operations on a property until we have cured any material title defects on such property. We are typically responsible for the cost of curing any title defects. In addition, the acquisition of the necessary rights to affect such a cure may not be feasible in some cases. Our discovering title defects which we are unable to cure may adversely impact our ability to develop those properties and we may have to reduce our estimated gas reserves including our proved undeveloped reserves. In accordance with the foregoing, we have completed title work on substantially all of our natural gas and coalbed methane properties that are currently producing, and believe that we have satisfactory title to our producing properties in accordance with standards generally accepted in the industry.

Available Information

CNX maintains a website at www.cnx.com. CNX makes available, free of charge, on this website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such reports are available, electronically filed with, or furnished to the SEC, and are also available at the SEC's website www.sec.gov. Apart from SEC filings, we also use our website to publish information which may be important to investors, such as presentations to analysts.






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Executive Officers of the Registrant

Incorporated by reference into this Part I is the information set forth in Part III, Item 10 under the caption “Executive Officers of CNX” (included herein pursuant to Item 401(b) of Regulation S-K).


ITEM 1A.
Risk Factors

Investment in our securities is subject to various risks, including risks and uncertainties inherent in our business. The following sets forth factors related to our business, operations, financial position or future financial performance or cash flows which could cause an investment in our securities to decline and result in a loss.
Prices for natural gas and natural gas liquids are volatile and can fluctuate widely based upon a number of factors beyond our control, including oversupply relative to the demand for our products, weather and the price and availability of alternative fuels. An extended decline in the prices we receive for our natural gas and natural gas liquids will adversely affect our business, operating results, financial condition and cash flows.

Our financial results are significantly affected by the prices we receive for our natural gas and natural gas liquids. Natural gas, natural gas liquids, oil and condensate prices are very volatile and can fluctuate widely based upon supply from energy producers relative to demand for these products and other factors beyond our control. The disposition in 2017 of our entire coal operations has increased our exposure to fluctuations in the price of natural gas, natural gas liquids, oil and condensate.
In particular, while demand for natural gas has recovered to pre-recession levels, the U.S. natural gas industry continues to face concerns of oversupply due to the success of Marcellus and other new shale plays. The oversupply of natural gas in 2012 resulted in domestic prices hovering around ten year lows, and drilling continued in these plays, despite these lower gas prices, to meet drilling commitments. Although gas prices recovered somewhat during 2013 and the first quarter of 2014, they again significantly declined in the latter part of 2014 and have remained at depressed levels since 2015.
Our producing properties are geographically concentrated in the Appalachian Basin, which exacerbates the impact of regional supply and demand factors on our business, including the pricing of our gas. The success of the Marcellus Shale and Utica plays has resulted in growth in natural gas production in this region, with production per day in Pennsylvania, West Virginia and Ohio more than tripling since 2011. Not all of the natural gas produced in this region can be consumed by regional demand and must therefore be exported to other regions through pipelines. This export causes gas purchased and sold locally to be priced at a discount to many other market hubs, such as the benchmark Louisiana Henry Hub price. This discount, or negative basis, to the Henry Hub price is forecasted to continue in future years. While we expect many of the planned interstate pipeline projects to reduce this discount, it could widen further if these projects to move gas out of the basin are delayed for any reason, such as permitting issues or environmental lawsuits.
An extended period of lower natural gas prices can negatively affect us in several other ways. These include reduced cash flow, which decreases funds available for capital expenditures to replace reserves or increase production. For example, the low natural gas prices continuing from 2014 through 2015, resulted in our decreasing 2016 and 2017 capital expenditures and the drilling of new shale wells. Also, our access to other sources of capital, such as equity or long-term debt markets, could be severely limited or unavailable.
Our drilling plans also include some activity in areas of shale formations that may also contain natural gas liquids, condensate and/or oil. The prices for natural gas liquids, condensate and oil are also volatile for reasons similar to those described above regarding natural gas. As a result of increasing supply, condensate and oil prices have exhibited great volatility. In addition, similar to the oversupply of natural gas, increased drilling activity by third-parties in formations containing natural gas liquids has led to a decline of over 30% since 2014 in the uplift we receive, on an Mcfe equivalent basis when excluding hedging impact, from natural gas liquids. Our results of operation may be adversely affected by a continued depressed level of, or further downward fluctuations in, natural gas liquids, condensate and oil prices.
Apart from issues with respect to the supply of products we produce, demand can fluctuate widely due to a number of matters beyond our control, including:
weather conditions in our markets which affect the demand for natural gas;
changes in the consumption pattern of industrial consumers, electricity generators and residential users of electricity and natural gas;
with respect to natural gas, the price and availability of alternative fuel sources used by electricity generators;


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technological advances affecting energy consumption;
the costs, availability and capacity of transportation infrastructure;
proximity and capacity of natural gas pipelines and other transportation facilities; and
the impact of domestic and foreign governmental laws and regulations, including environmental and climate change regulations and delays in the receipt of, failure to receive, failure to maintain or revocation of necessary governmental permits.
Our business depends on gathering, processing and transportation facilities and other midstream facilities owned by CNXM and others. The disruption of, capacity constraints in, or proximity to pipeline systems could limit sales of our natural gas and natural gas liquids, and any decrease in availability of third-party pipelines or other midstream facilities interconnected to third parties’ or CNXM’s gathering systems could adversely affect our operations or our investment in CNXM.
We gather, process and transport our natural gas to market by utilizing pipelines and facilities owned by others, including CNXM. If pipeline or facility capacity is limited, or if pipeline or facility capacity is unexpectedly disrupted for any reason, our natural gas sales and/or sales of natural gas liquids could be reduced, which could negatively affect our profitability. If we cannot access processing pipeline transportation facilities, we may have to reduce our production of natural gas. If our sales of natural gas or natural gas liquids are reduced because of transportation or processing constraints, our revenues will be reduced and our unit costs will also increase. If pipeline quality standards change, we might be required to install additional processing equipment which could increase our costs. The pipeline could also curtail our flows until the natural gas delivered to their pipeline is in compliance. Any reduction in our production of natural gas or increase in our costs could materially adversely affect our business, financial condition, results of operations and cash flows.
Further, a significant portion of our natural gas is sold on or through a single pipeline, Texas Eastern Transmission, which could experience capacity issues, operational disruptions and unexpected downtime. Any reduction in capacity on the Texas Eastern pipeline could result in curtailments and reduce our production of natural gas. A reduction in capacity could also reduce the demand for our natural gas, which would reduce the price we receive for our production.
Additionally, we have various third-party firm transportation, natural gas processing, gathering and other agreements in place, many of which have minimum volume delivery commitments. We are obligated to pay fees on minimum volumes to our service providers regardless of actual volume throughput. Reductions in our drilling program may result in insufficient production to utilize our full firm transportation and processing capacity. If we have insufficient production to meet the minimum volumes, our cash flow from operations will be reduced, which may require us to reduce or delay our planned investments and capital expenditures or seek alternative means of financing, all of which may have a material adverse effect our business, financial condition, results of operations and cash flows.
Our investment in midstream infrastructure through CNXM is intended to connect our wells to other existing gathering and transmission pipelines. Our infrastructure development and maintenance programs, through CNXM, can involve significant risks, including those relating to timing, cost overruns and operational efficiency, which risks can be further affected by other issues. For example, approximately 41% of our 2017 production flowed through CNXM’s Majorsville and McQuay Stations. An operational issue at either of those stations would materially impact CNX’s production, cash flow and results of operation. CNXM’s assets connect to other pipelines or facilities owned and operated by unaffiliated third parties. The continuing operation of third-party pipelines, processing and fractionation plants, compressor stations and other midstream facilities is not within our or CNXM’s control. These third-party pipelines, processing and fractionation plants, compressor stations and other midstream facilities may become unavailable because of testing, turnarounds, line repair, maintenance, changes to operating conditions, delivery or receipt parameters, unavailability of firm transportation, lack of operating capacity, force majeure events, regulatory requirements and curtailments of receipt or deliveries due to insufficient capacity or because of damage from severe weather conditions or other operational issues.
We face uncertainties in estimating our economically recoverable natural gas reserves, and inaccuracies in our estimates could result in lower than expected revenues, higher than expected costs and decreased profitability.
Natural gas reserves are economically recoverable when the price at which they are expected to be sold exceeds their expected cost of production and sales. Natural gas reserves require subjective estimates of underground accumulations of natural gas assumptions concerning natural gas prices, production levels, reserve estimates and operating and development costs. As a result, estimated quantities of proved natural gas reserves and projections of future production rates and the timing of development expenditures may be incorrect. For example, a significant amount of our proved undeveloped reserves extensions and discoveries during the last three years were due to the addition of wells on our Marcellus Shale acreage more than one offset location away from existing production with reliable technology, which may be more susceptible to positive and negative changes in reserve estimates than our proved developed reserves. Over time, material changes to reserve estimates may be made, taking into account the results of actual drilling, testing and production. Also, we make certain assumptions regarding natural gas prices, production


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levels, and operating and development costs that may prove incorrect. Any significant variance from these assumptions to actual figures could greatly affect our estimates of our natural gas reserves, the economically recoverable quantities of natural gas attributable to any particular group of properties, the classifications of natural gas reserves based on risk of recovery and estimates of the future net cash flows. Numerous changes over time to the assumptions on which our reserve estimates are based, as described above, often result in the actual quantities of natural gas we ultimately recover being different from reserve estimates. 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 natural gas reserves. We base the estimated discounted future net cash flows from our proved natural gas reserves on historical average prices and costs. However, actual future net cash flows from our natural gas properties also will be affected by factors such as:
geological conditions;
changes in governmental regulations and taxation;
the amount and timing of actual production;
future prices and our hedging position;
future operating costs; and
capital costs of drilling, completion and gathering assets.

The timing of both our production and our incurrence of expenses in connection with the development and production of natural gas properties will affect the timing of actual future net cash flows from proved reserves and thus their actual present value. 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 and natural gas industry in general. If natural gas prices decline by $0.10 per Mcf, then the pre-tax present value using a 10% discount rate of our proved natural gas reserves as of December 31, 2017 would decrease from $4.1 billion to $3.9 billion.
Each of the factors which impacts reserve estimation may in fact vary considerably from the assumptions used in estimating the reserves. For these reasons, estimates of natural gas reserves may vary substantially. Actual production, revenues and expenditures with respect to our natural gas reserves will likely vary from estimates, and these variances may be material. As a result, our estimates may not accurately reflect our actual natural gas reserves.
Drilling natural gas wells is a high-risk activity.
Our growth is materially dependent upon the success of our drilling program. Drilling for natural gas and oil involves numerous risks, including the risk that an encountered well does not produce in sufficient quantities to make the well economically viable. The cost of drilling, completing and operating wells is substantial and uncertain, and drilling operations may be curtailed, delayed or canceled as a result of a variety of factors beyond our control, including those discussed in “ Our operations are subject to operating risks... ” set forth below.

Our future drilling activities may not be successful, and if they are unsuccessful, such failure will have an adverse effect on our future results of operations and financial condition. Our overall drilling success rate or our drilling success rate within a particular geographic area may decline. We may be unable to drill identified or budgeted wells within our expected time frame, or at all. We may be unable to drill a particular well because, in some cases, we identify a drilling location before we have leased all of the interests required to drill the well in that location. Similarly, our drilling schedule may vary from our capital budget. The final determination with respect to the drilling of any scheduled or budgeted wells will be dependent on a number of factors, including:

the results of delineation efforts and the acquisition, review and analysis of seismic data;
the availability of sufficient capital resources to us and any other participants in a well for the drilling of the well;
whether we are able to acquire on a timely basis all of the leasehold interests and obtain all of the permits required to drill the wells;
economic and industry conditions at the time of drilling, including prevailing and anticipated prices for natural gas and oil and the availability of drilling rigs and crews; and
our financial resources and results.

Our business strategy focuses on horizontal drilling and production in the Marcellus and Utica Shale plays in the Appalachian Basin. Drilling horizontal wells is technologically difficult and involves risks relating to our ability to fracture stimulate the planned number of stages and to successfully run casing the length of the well bore and involves a higher risk of failure. Additionally, drilling a horizontal well involves higher costs, which results in the risks of our drilling program being spread over a smaller number of wells, and that, in order to be economic, each horizontal well will need to produce at a higher level in order


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to cover the higher drilling costs. Similarly, the average lateral length of the horizontal wells we drill has generally been increasing. Longer-lateral wells are typically more expensive and require more time for preparation and permitting. In addition, we use multi-well pads instead of single-well sites. The use of multi-well pad drilling increases some operational risks because problems affecting the pad or a single well could adversely affect production from all of the wells on the pad. Pad drilling can also make our overall production, and therefore our revenue and cash flows, more volatile, because production from multiple wells on a pad will typically commence simultaneously. While we believe that we will be better served by drilling horizontal wells using multi-well pads, the risk component involved in such drilling will be increased in some respects, with the result that we might find it more difficult to achieve economic success in our drilling program.

Our identified drilling locations are scheduled out over multiple years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling .
Our management team has specifically identified and scheduled certain drilling locations as an estimation of our future multi-year drilling activities on our existing acreage. These drilling locations represent a significant part of our growth strategy. Our ability to drill and develop these locations depends on a number of uncertainties, including natural gas and oil prices, the availability and cost of capital, drilling and production costs, the acquisition on acceptable terms of any leasehold interests we do not control necessary to complete the drilling unit, availability of drilling services and equipment, drilling results, lease expirations, transportation constraints, regulatory and zoning approvals and other factors. Because of these uncertain factors, we do not know if the numerous drilling locations we have identified will ever be drilled. We will require significant additional capital over a prolonged period in order to pursue the development of these locations, and we may not be able to raise or generate the capital required to do so. Any drilling activities we are able to conduct on these locations may not be successful or result in our ability to add additional proved reserves or may result in a downward revision of our estimated proved reserves, which could have a materially adverse effect on our business and results of operations.
Regulation of greenhouse gas emissions may increase our operating costs and reduce the value of our natural gas assets and such regulation, as well as uncertainty concerning such regulation, could adversely impact the market for natural gas, as well as for our securities.
While climate change legislation in the U.S. is unlikely in the next several years, the issue of global climate change continues to attract considerable public and scientific attention with underlying concern about the impacts of human activity, especially the emissions of greenhouse gases (GHGs) such as carbon dioxide and methane.
The EPA, under the Climate Action Plan, has elected to regulate GHGs under the Clean Air Act (CAA) to limit emissions of carbon dioxide (CO2) from natural gas-fired power plants. On September 20, 2013, the EPA re-proposed New Source Performance Standards (NSPS) for CO2 from new power plants and on June 2, 2014, the EPA re-proposed NSPS for CO2 from existing and modified/reconstructed power plants, which rescinded the rules that were originally proposed in 2012. On August 3, 2015, the EPA finalized the Carbon Pollution Standards to cut carbon emissions from new, modified and reconstructed power plants, which became effective on October 23, 2015. In another proposed rulemaking related to CO2 emissions, on June 2, 2014, the EPA proposed the Clean Power Plan Rule to cut carbon emissions from existing power plants. Under this proposed rule, the EPA would create emission guidelines for states to follow in developing plans to address greenhouse gas emissions from existing fossil fuel-fired electric generating units. Specifically, the EPA is proposing state-specific rate-based goals for CO2 emissions from the power sector, as well as guidelines for states to follow in developing plans to achieve the state-specific goals. On August 3, 2015, the EPA finalized the Clean Power Plan Rule to cut carbon pollution from existing power plants, which became effective on December 22, 2015. Numerous petitions challenging the Clean Power Plan Rule have been consolidated into one case, West Virginia v. EPA . While the litigation is still ongoing at the circuit court level, a mid-litigation application to the Supreme Court resulted in a stay of the Clean Power Plan Rule. On September 27, 2016, an en banc panel of the U.S. Court of Appeals for the D.C. Circuit heard oral arguments in the case. In April 2017, the D.C. Circuit granted the EPA’s motion to hold the case in abeyance while the EPA undertakes its review of the regulations.
The EPA has adopted regulations under existing provisions of the federal Clean Air Act that establish Prevention of Significant Deterioration, or PSD, construction and Title V operating permits for large stationary sources. Facilities requiring PSD permits may also be required to meet “best available control technology” (BACT) standards. Rulemaking related to GHG could alter or delay our ability to obtain new and/or modified source permits.
As part of the Obama administration’s initiative to reduce methane emissions from the oil and natural gas industry, the EPA adopted rules to control volatile organic compound emissions from certain oil and gas equipment and operations. In June 2017, the EPA issued a 90-day stay of certain requirements under the methane rule. The stay was vacated in July 2017 by the U.S. Court of Appeals for the D.C. Circuit. In the interim, in July 2017 the EPA issued a proposed rule that would stay the methane rule for two years, but this rule is not yet final, is subject to public notice and comment and may be subject to legal challenges.


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Additionally, applicability of CNX and CNXM facilities under the CAA, as well as state sponsored permitting programs are subject to regulatory uncertainty and therefore present risk, including hitting production objectives, and cost for controls and compliance. Some states in which we operate are contemplating measures to reduce emissions of GHGs, primarily through the planned development of GHG emission inventories and potential cap-and-trade programs. Most of these types programs require major source of emissions or major producers of fuels to acquire and surrender emission allowances, with the number of allowances available being reduced each year until a target goal is achieved. The cost of these allowances could increase over time. While new laws and regulations that are aimed at reducing GHG emissions will increase demand for natural gas, they may also result in increased costs for permitting, equipping, monitoring and reporting GHGs.
Environmental regulations introduce uncertainty that could adversely impact the market for natural gas with potential short and long-term liabilities.
We and CNXM are subject to various stringent federal, state and local laws and regulations relating to the discharge of materials into, and protection of, the environment. Numerous governmental authorities, such as the EPA and analogous state agencies, have the power to enforce compliance with these laws and regulations and the permits issued under them, oftentimes requiring difficult and costly response actions. These laws and regulations may impose numerous obligations that are applicable to our, CNXM’s and our respective customers' operations. Failure to comply with these laws, regulations and permits may result in joint and several or strict liability or the assessment of administrative, civil and criminal penalties, the imposition of remedial obligations, and/or the issuance of injunctions limiting or preventing some or all of our operations. Private parties, including the owners of the properties through which CNXM’s gathering systems pass, may also have the right to pursue legal actions to enforce compliance, as well as to seek damages for non-compliance, with environmental laws and regulations or for personal injury or property damage. We may not be able to recover all or any of these costs from insurance. There is no assurance that changes in or additions to public policy regarding the protection of the environment will not have a significant impact on our operations and profitability.
Our operations, and those of CNXM, also pose risks of environmental liability due to leakage, migration, releases or spills from our operations to surface or subsurface soils, surface water or groundwater. Certain environmental laws impose strict as well as joint and several liability for costs required to investigate, remediate, and restore sites where hazardous substances, hydrocarbons or solid wastes have been stored or released. We may also be subject to fines and penalties for such releases. We may be required to remediate contaminated properties currently or formerly operated by us regardless of whether such contamination resulted from the conduct of others or from consequences of our own actions that were in compliance with all applicable laws at the time those actions were taken. In addition, claims for damages to persons or property, including natural resources, may result from the environmental, health and safety impacts of our operations.

The Federal Endangered Species Act (ESA) and similar state laws protect species endangered or threatened with extinction. Protection of endangered and threatened species may cause us to modify gas well pad siting or pipeline right of ways, or develop and implement species-specific protection and enhancement plans to avoid or minimize impacts to endangered species or their habitats. Further consideration for listing species within our operating region is expected, and CNX considers this uncertainty, as well as the cost to comply with stringent mitigation requirements a risk to cost and operational timing.
CNX utilizes pipelines extensively for its natural gas and water businesses. Stream encroachment and crossing permits from the Army Corps of Engineers (ACOE) are often required for certain impacts these pipelines cause to streams and wetlands. On April 21, 2014 the EPA published a proposed rule called “Definition of ‘Waters of the United States’ (WoUS) Under the Clean Water Act.” The proposal would expand the scope of the CWA to include previously non-jurisdictional streams, wetlands, and waters, making these areas jurisdictional inter-coastal waters of the U.S. In February 2015 the EPA and ACOE issued a memorandum of understanding to withdraw the WoUS Interpretive Rule. The EPA published the latest version of the WoUS rule (the Clean Water Rule) on June 29, 2015, which was to become effective on August 28, 2015. However, on August 27, 2015, the District Court of North Dakota blocked implementation of the rule in 13 states. On October 9, 2015, the Court of Appeals for the Sixth Circuit blocked implementation of the rule nationwide. The Trump administration has proposed replacing the October 2015 definition with the prior definition. Additionally, in January 2017, the U.S. Supreme Court agreed to decide whether the federal court of appeals or federal district courts have jurisdiction. Oral argument was heard in October 2017, and a decision is expected in calendar year 2018. If the EPA moves forward with implementation of the 2015 rule, or if states make any similar changes to their regulatory programs, this could lead to additional mitigation costs for us and CNXM, and severely limit our and CNXM’s operations.
Other regulations applicable to the natural gas industry are under constant review for amendment or expansion at both the federal and state levels. Any future changes may increase the costs of producing natural gas and other hydrocarbons, which would adversely impact our cash flows and results of operations. For example, hydraulic fracturing is an important and common


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practice that is used to stimulate production of hydrocarbons from tight unconventional shale formations. The process involves the injection of water, sand and chemicals under pressure into formations to fracture the surrounding rock and stimulate production. The process is typically regulated by state oil and gas agencies. The disposal of produced water and other wastes in underground injection disposal wells is regulated by the EPA under the federal Safe Drinking Water Act or by various states in which we conduct operations under counterpart state laws and regulations. The imposition of new environmental initiatives and regulations could include restrictions on our ability to conduct hydraulic fracturing operations or to dispose of waste resulting from such operations.
Our operations are subject to operating risks, including our reliance upon third-party contractors, which could increase our operating expenses and decrease our production levels which could adversely affect our results of operations. Our operations are also subject to hazards and any losses or liabilities we suffer from hazards, which occur in our operations may not be fully covered by our insurance policies.
Our exploration for and production of natural gas and CNXM’s gathering, compression and transportation operations involve numerous operating risks. The cost of drilling, completing and operating our shale gas wells, shallow oil and gas wells and coalbed methane (CBM) wells is often uncertain, and a number of factors can delay or prevent drilling operations, decrease production and/or increase the cost of our natural gas operations at particular sites for varying lengths of time thereby adversely affecting our operating results. The operating risks that may have a significant impact on our natural gas operations include:
unexpected drilling conditions;
title problems;
pressure or irregularities in geologic formations;
equipment failures or repairs;
fires, ruptures, landslides, mine subsidence, explosions or other accidents;
adverse weather conditions;
reductions in natural gas prices;
pressure or irregularities in formations;
security breaches or terroristic acts;
damage to pipelines, compressor stations, pump stations, related equipment and surrounding properties caused by design, installation, construction materials or operational flaws, natural disasters, acts of terrorism and acts of third parties;
lack of adequate capacity for treatment or disposal of waste water generated in drilling, completion and production operations;
environmental conditions, including contamination from surface spillage of fluids used in well drilling, completion or operation including fracturing fluids used in hydraulic fracturing of wells, leaks of natural gas or condensate or losses of natural gas or condensate as a result of the malfunction of, or other disruptions associated with, equipment or facilities or other contamination of groundwater or the environment resulting from our use of such fluids;
delays in the issuance of permits at the state or local level and the resolution of regulatory concerns; and
lack of availability or high cost of drilling rigs, other field services, personnel and equipment.

The realization of any of these risks could adversely affect our ability to conduct our operations, materially increase our costs, or result in substantial loss to us as a result of claims for:
personal injury or loss of life;
damage to and destruction of property, natural resources and equipment, including our properties and our natural gas production or transportation facilities;
pollution and other environmental damage to our properties or the properties of others;
potential legal liability and monetary losses;
damage to our reputation within the industry or with customers;
regulatory investigations and penalties;
suspension of our operations; and
repair and remediation costs.

The occurrence of any of these events in our gas operations which prevents delivery of natural gas to a customer and which is not excusable as a force majeure event under our supply agreement, could result in economic penalties, suspension or cancellation of shipments or ultimately termination of the supply agreement.
Although we and CNXM maintain insurance for a number of risks and hazards, we may not be insured or fully insured against the losses or liabilities that could arise from a significant accident in our operations. We may elect not to obtain insurance


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for any or all of these risks if we believe that the cost of available insurance is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. The occurrence of an event that is not fully covered by insurance could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We attempt to mitigate the risks involved with increased natural gas production activity by entering into “take or pay” contracts with well service providers which commit them to provide field services to us at specified levels and commit us to pay for field services at specified levels even if we do not use those services. However, these types of contracts expose us to economic risk during a downturn in demand or during periods of oversupply. For example, in 2017 due to the oversupply of gas in our markets, we made payments under these types of contracts of approximately $40 million for field services that we did not use. Having to pay for services we do not use decreases our cash flow and increases our costs.

We may not be able to obtain required personnel, services, equipment, parts and raw materials in a timely manner, in sufficient quantities or at reasonable costs to support our operations.

We rely on a supply of third-party contractors to provide key services and equipment for our operations. We contract with third parties for well services, related equipment, and qualified experienced field personnel to drill wells, construct pipelines and conduct field operations. We also utilize third-party contractors to provide land acquisition and related services to support our land operational needs. The demand for these services, this equipment and for qualified and experienced field personnel to drill wells, construct pipelines and conduct field operations, geologists, geophysicists, engineers, and other professionals in the oil and natural gas industry can fluctuate significantly, often in correlation with natural gas and oil prices, causing periodic shortages. Weather may also play a role with respect to the relative availability of certain materials. Historically, there have been shortages of drilling and workover rigs, pipe, compressors and other equipment as demand for rigs and equipment has increased along with the number of wells being drilled. The costs and delivery times of equipment and supplies are substantially greater in periods of peak demand, including increased demand for plays outside of our area of geographic focus. Accordingly, we cannot assure that we will be able to obtain necessary services, drilling equipment and supplies in a timely manner or on satisfactory terms, and we may experience shortages of, or increases in the costs of, drilling equipment, crews and associated supplies, equipment and field services in the future.

Any of the above shortages may lead to escalating prices for drilling equipment, land services, crews and associated supplies, equipment and services. Shortages may lead to poor service and inefficient drilling operations and increase the possibility of accidents due to the hiring of inexperienced personnel and overuse of equipment by contractors. Additionally, a decrease in the availability of these services, equipment and personnel could lead to a decrease in our natural gas production, increase our costs of natural gas production, and decrease our anticipated profitability. Such shortages could delay or cause us to incur significant expenditures that are not provided for in our capital budget, which events could materially and adversely impact our business, financial condition, results of operations, or cash flows.

If natural gas prices remain depressed or drilling efforts are unsuccessful, we may be required to record writedowns of our proved natural gas properties.

Lower natural gas prices or wells that produce less than expected quantities of natural gas may reduce the amount of natural gas that we can produce economically. This may result in our having to make substantial downward adjustments to our estimated proved reserves. If this occurs, or if our estimates of development costs increase, production data factors change or our exploration results deteriorate, accounting rules may require us to write down, as a non-cash charge to earnings, the carrying value of our natural gas properties. We are required to perform impairment tests on our assets whenever events or changes in circumstances lead to a reduction of the estimated useful life or estimated future cash flows that would indicate that the carrying amount may not be recoverable or whenever management's plans change with respect to those assets. For example, in the second quarter of 2015, we had an impairment charge of approximately $829 million for certain of our natural gas assets, primarily shallow oil and gas assets. We may incur impairment charges in the future, which could have an adverse effect on our results of operations in the period taken.

Competition within the natural gas industry may adversely affect our ability to sell our products and midstream services. Increased competition or a loss of our competitive position could adversely affect our sales of, or our prices for, our products, which could impair our profitability.

The natural gas and midstream industries are intensely competitive with companies from various regions of the United States. Many of the companies with which we and CNXM compete are larger and have greater financial, technological, human and other resources. If we are unable to compete, our company, our operating results and financial position may be adversely affected. In addition, larger companies may be able to pay more to acquire new natural gas properties for future exploration, limiting our ability to replace the natural gas we produce or to grow our production. The highly competitive environment in which


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we operate may negatively impact our ability to acquire additional properties at prices or upon terms we view as favorable. The competitive environment can also make it more challenging to discover new natural gas resources, evaluate and select suitable properties and to consummate these transactions. Any reduction in our ability to compete in current or future natural gas markets could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Additionally, CNXM’s ability to increase throughput on its midstream systems and any related revenue from third-parties is subject to capacity availability on their existing systems, its ability to expand its existing systems, contractual limitations to its existing customers and competition from third parties, primarily operators of other natural gas gathering systems. The fact that a substantial majority of the capacity of CNXM’s midstream systems will be necessary to service the production of CNX and one third-party customer and we and that third-party will receive priority of service for the provision of CNXM midstream services over other third-parties, may result in CNXM not having the capacity to provide services to other third-party customers. In addition, potential third-party customers who are significant producers of natural gas and condensate may develop their own midstream systems in lieu of using CNXM’s systems. All of these competitive pressures could have a material adverse effect on CNXM’s business, results of operations, financial condition, cash flows and ability to make cash distributions and therefore, could have a material adverse effect on our investment in CNXM.

Deterioration in the economic conditions in any of the industries in which our customers operate, a domestic or worldwide financial downturn, or negative credit market conditions may have a materially adverse effect on our liquidity, results of operations, business and financial condition that we cannot predict.

Economic conditions in a number of industries in which our customers operate, such as electric power generation, have experienced substantial deterioration in and the past, resulting in reduced demand for natural gas. In addition, liquidity is essential to our business and developing our assets. Renewed or continued weakness in the economic conditions of any of the industries we serve or that are served by our customers could adversely affect our business, financial condition, results of operation and liquidity in a number of ways. For example:

demand for natural gas and electricity in the United States is impacted by industrial production, which if weakened would negatively impact the revenues, margins and profitability of our natural gas business;
the tightening of credit or lack of credit availability to our customers could adversely affect our ability to collect our trade receivables;
our ability to access the capital markets may be restricted at a time when we would like, or need, to raise capital for our business including for exploration and/or development of our natural gas reserves; and
a decline in our creditworthiness may require us to post letters of credit, cash collateral, or surety bonds to secure certain obligations, all of which would have an adverse effect on our liquidity.
Our hedging activities may prevent us from benefiting from price increases and may expose us to other risks.
To manage our exposure to fluctuations in the price of natural gas, we enter into hedging arrangements with respect to a portion of our expected production. As of January 15, 2018, we expect these transactions will represent approximately  388.6 Bcf of our estimated 2018 production at an average price of $ 2.77  per Mcf, 273.0 Bcf of our estimated 2019 production at an average price of $ 2.74 per Mcf, 198.3 Bcf of our estimated 2020 production at an average price of $ 2.78  per Mcf, approximately 166.5 Bcf of our estimated 2021 production at an average price of $ 2.62  per Mcf, and approximately 153.4 Bcf of our estimated 2022 production at an average price of $2.83 per Mcf. To the extent that we engage in hedging activities, we may be prevented from realizing the near-term benefits of price increases above the levels of the hedges. If we choose not to engage in, or reduce our use of hedging arrangements in the future, we may be more adversely affected by changes in natural gas prices than our competitors who engage in hedging arrangements to a greater extent than we do.
In addition, such transactions may expose us to the risk of financial loss in certain circumstances, including instances in which:
our production is less than expected;
the counterparties to our contracts fail to perform the contracts;
the creditworthiness of our counterparties or their guarantors is substantially impaired; and
counterparties have credit limits that may constrain our ability to hedge additional volumes.
Our ability to collect payments from our customers could be impaired if their creditworthiness declines or if they fail to honor their contracts with us.
Our ability to receive payment for natural gas sold and delivered depends on the continued creditworthiness of our customers. Many utilities have sold their power plants to non-regulated affiliates or third-parties that may be less creditworthy,


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thereby increasing the risk we bear with respect to potential payment default. These new power plant owners may have credit ratings that are below investment grade. If the creditworthiness of our customers or their ability to pay declines significantly, our business could be adversely affected. Our inability to collect payment from counterparties to our sales contracts may have a materially adverse effect on our business, financial condition, results of operations and cash flows.
Existing and future government laws, regulations and other legal requirements that govern our business may increase our costs of doing business and may restrict our operations.
There are numerous governmental regulations applicable to the natural gas industry that are not directly related to environmental regulation, many of which are under constant review for amendment or expansion at the federal and state level. Any future changes may affect, among other things, the pricing or marketing of natural gas production.
Currently, CNXM’s gathering operations are exempt from regulation by the Federal Energy Regulatory Commission (FERC) under the Natural Gas Act (NGA). Although FERC has not made any formal determinations with respect to any of CNXM’s facilities considered to be gathering facilities, CNXM believes that the natural gas pipelines in its gathering systems meet the traditional tests FERC has used to establish that a natural gas pipeline is a gathering pipeline not subject to FERC jurisdiction. However, this this issue has been the subject of substantial litigation, and if FERC were to consider the status of an individual facility and determine that the facility or services provided by it are not exempt from FERC regulation under the NGA, the rates for, and terms and conditions of, services provided by such facility would become subject to regulation by FERC. Such regulation could decrease revenue, increase operating costs, and, depending upon the facility in question, could adversely affect results of operations and cash flows for CNXM.
Additionally, some states have begun to adopt more stringent regulation and oversight of natural gas gathering lines than is currently required by federal standards. Pennsylvania, under Act 127, authorized the Public Utility Commission (PUC) oversight of Class I gathering lines, as well as requiring standards and fees associated with Class II and Class III pipelines. The state of Ohio also moved to regulate natural gas gathering lines in a similar manner pursuant to Ohio Senate Bill 315 (SB315). SB315 expanded the Ohio PUC's authority over rural natural gas gathering lines. These changes in interpretation and regulation affect our midstream activities, requiring changes in reporting, as well as increased costs.
We may incur significant costs and liabilities as a result of pipeline and related facility integrity management program testing and any related pipeline repair or preventative or remedial measures.
PHMSA has adopted regulations requiring pipeline operators to develop integrity management programs for transportation pipelines and related facilities located where a leak or rupture could do the most harm, i.e., in “high consequence areas.” The regulations require operators to:
perform ongoing assessments of pipeline and related facility integrity;
identify and characterize applicable threats to pipeline segments that could impact a high consequence area;
improve data collection, integration and analysis;
repair and remediate the pipeline as necessary; and
implement preventive and mitigating actions.

The 2011 Pipeline Safety Act, among other things, increased the maximum civil penalty for pipeline safety violations and directed the Secretary of Transportation to promulgate rules or standards relating to expanded integrity management requirements, automatic or remote-controlled valve use, excess flow valve use, leak detection system installation, and testing to confirm the material strength of pipe operating above 30% of specified minimum yield strength in high consequence areas. In 2017, PHMSA adopted new rules increasing the maximum administrative civil penalties for violation of the pipeline safety laws and regulations to $209,002 per violation per day, with a maximum of $2,909,022 for a related series of violations. Should our or CNXM's operations fail to comply with PHMSA or comparable state regulations, we could be subject to substantial penalties and fines. PHMSA has also published notices and advanced notices of proposed rulemaking to solicit comments on the need for changes to its safety regulations, including whether to extend the integrity management program requirements to additional types of facilities, such as gathering pipelines and related facilities. In January 2017, in the final week of the Obama Administration, PHMSA released a pre-publication copy of its final hazardous liquid pipeline safety regulations that would significantly extend the integrity management requirements to previously exempt pipelines and would impose additional obligations on hazardous liquid pipeline operators that are already subject to the integrity management requirements, including periodic integrity assessments and leak detection for pipelines outside of high consequence areas, inspections of pipelines after extreme weather events, expanded reporting, and more stringent integrity management repair and data collection requirements. Due to the change in Presidential administrations, PHMSA’s final hazardous liquid pipeline safety rule was never published in the Federal Register and has not yet taken effect. PHMSA is expected to finalize its hazardous liquid pipeline safety rule this year. PHMSA’s proposed rule would


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also require annual reporting of safety-related conditions and incident reports for all hazardous liquid gathering lines and gravity lines, including pipelines that are currently exempt from PHMSA regulations. PHMSA issued a separate regulatory proposal in July 2015 that would impose pipeline incident prevention and response measures on natural gas and hazardous liquid pipeline operators. Additionally, in April 2016, PHMSA published in the Federal Register a Notice of Proposed Rule Making (“NPRM”) that would significantly modify existing regulations related to reporting, impact, design, construction, maintenance, operations and integrity management of gas transmission and gathering pipelines. The proposed rule addresses four congressional mandates and six recommendations by the National Transportation Safety Board to broaden the scope of safety coverage by adding new assessment and repair criteria for gas transmission pipelines, and by expanding these protocols to include pipelines not formerly regulated by the federal standards. This includes extending regulatory requirements to transmission and gathering pipelines of eight inches and greater in rural Class I areas. Compliance with the rule, as proposed, may prove challenging and costly for operators of older pipelines due to the difficulty of locating historic records. As proposed, compliance with the rule could have a material adverse effect on our or CNXM's operations. However, the ultimate impact of the rule on the us and CNXM remains uncertain until the rulemaking is finalized. PHMSA is expected to finalize its natural gas pipeline safety rule this year. The adoption of regulations that apply more comprehensive or stringent safety standards could require us to install new or modified safety controls, pursue new capital projects, or conduct maintenance programs on an accelerated basis, all of which could require us to incur increased operational costs that could be significant. While we cannot predict the outcome of legislative or regulatory initiatives, such legislative and regulatory changes could have a material effect on our cash flow.

Our shale gas drilling and production operations require both adequate sources of water to use in the fracturing process, as well as the ability to dispose of or recycle the water after hydraulic fracturing. Our CBM gas drilling and production operations also require the removal and disposal of water from the coal seams from which we produce gas. If we cannot find adequate sources of water for our use or we are unable to dispose of or recycle the water at a reasonable cost and within applicable environmental rules, our ability to produce natural gas economically and in commercial quantities could be impaired.

As part of our drilling and production in shale formations, we use hydraulic fracturing processes. These processes require access to adequate sources of water, which may not be available in proximity to our operations or at certain times of the year. To ensure that we have adequate water available for our operations, we may be required to invest substantial amounts of capital in water pipelines which are used for relatively short periods of time. Alternatively, we may be required to truck water, and we may not be able to contract for sufficient water hauling trucks to meet our needs.

Further, we must remove the portion of the water that flows back to the well bore, as well as drilling fluids and other wastes associated with the exploration, development or production of natural gas. This water can be either disposed of or recycled for use in other hydraulic fracturing operations. In the event we are forced to dispose of water rather than recycle water, our costs may increase. In addition, in our CBM drilling and production, coal seams frequently contain water that must be removed and disposed of in order for the natural gas to detach from the coal and flow to the well bore.

Our inability to obtain sufficient amounts of water with respect to our shale operations, or the inability to dispose of or recycle water and other wastes used in our shale and our CBM operations, could increase our costs and delay our operations, which will adversely impact our cash flow and results of operations.
CNX and its subsidiaries are subject to various legal proceedings, which may have an adverse effect on our business.
We are party to a number of legal proceedings in the normal course of business activities. Defending these actions, especially purported class actions, can be costly, and can distract management. For example, we are a defendant in three pending purported class action lawsuits dealing with claimants’ alleged entitlements to, and accounting for, natural gas royalties. There is also the possibility that we may become involved in future suits, including, for example, those being brought by coastal communities against oil, coal and other fossil fuel producers relating to climate change, which are beginning to gain prevalence in the courts. There is the potential that the costs of defending litigation in an individual matter or the aggregation of many matters could have an adverse effect on our cash flows, results of operations or financial position. See Note 18- Commitments and Contingent Liabilities in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for further discussion of pending legal proceedings.
We do not control the timing of divestitures that we plan to engage in and they may not provide anticipated benefits. Additionally, we may be unable to acquire additional properties in the future and any acquired properties may not provide the anticipated benefits.
Our business and financing plans include divesting certain assets over time. However, we do not control the timing of divestitures and delays in completing divestitures may reduce the benefits we may receive from them, such as elimination of management distraction by selling non-core assets and the receipt of cash proceeds that contribute to our liquidity. Additionally, if assets are held jointly with another party, we may not be permitted to dispose of these assets without the consent of our joint


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venture partner. Also, there can be no assurance that the assets we divest will produce anticipated proceeds. In addition, the terms of divestitures may cause a substantial portion of the benefits we anticipate receiving from them to be subject to future matters that we do not control.

In the future we may make acquisitions of assets or businesses that complement or expand our current business. No assurance can be given that we will be able to identify suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully acquire the identified targets. The success of any completed acquisition will depend on our ability to effectively integrate the acquired business into our existing operations. The process of integrating acquired businesses or assets may involve unforeseen difficulties and may require a disproportionate amount of our managerial and financial resources. Our failure to make acquisitions in the future and successfully integrate the acquired businesses or assets into our existing operations could have a material adverse effect on our financial condition and results of operations
The provisions of our debt agreements and those of CNXM, and the risks associated therewith could adversely affect our business, financial condition, liquidity and results of operations.
As of December 31, 2017, our total long-term indebtedness was approximately $    2.22 billion of which approximately $1.71 billion was under our 5.875% senior unsecured notes due 2022 plus $4 million of unamortized bond premium, $500 million was under our 8.000% senior unsecured notes due 2023 less $5 million of unamortized bond discount, and $20 million of capitalized leases due through 2021. The degree to which we are leveraged could have important consequences, including, but not limited to:
increasing our vulnerability to general adverse economic and industry conditions;
requiring us to dedicate a substantial portion of our cash flow from operations to the payment of interest and principal due under our outstanding debt, which will limit our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions, development of our gas and coal reserves or other general corporate requirements;
limiting our flexibility in planning for, or reacting to, changes in our business and in the coal and natural gas industries;
placing us at a competitive disadvantage compared to our competitors with lower leverage and better access to capital resources; and
limiting our ability to implement our business strategy.

Our senior secured credit facility and the indentures governing our 5.875% and 8.000% senior unsecured notes limit the incurrence of additional indebtedness unless specified tests or exceptions are met. In addition, our senior secured credit agreement and the indentures governing our 5.875% and 8.000% senior unsecured notes subject us to financial and/or other restrictive covenants. Under our senior secured credit agreement, we must comply with certain financial covenants on a quarterly basis including a minimum interest coverage ratio, and a minimum current ratio, as defined therein. Our senior secured credit agreement and the indentures governing our 5.875% and 8.000% senior unsecured notes impose a number of restrictions upon us, such as restrictions on granting liens on our assets, making investments, paying dividends, stock repurchases, selling assets and engaging in acquisitions. Failure by us to comply with these covenants could result in an event of default that, if not cured or waived, could have a material adverse effect on us. Further, CNXM’s existing $250.0 million revolving credit facility subjects it to certain financial and/or other restrictive covenants and other restrictions similar to those in our senior secured credit agreement and indentures.
If our or CNXM’s cash flows and capital resources are insufficient to fund our respective debt service obligations, we may be forced to sell assets, seek additional capital or seek to restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to sell material assets or operations to attempt to meet our debt service and other obligations. Our senior secured credit agreement and the indentures governing our 5.875% and 8.000% senior unsecured notes restrict our ability to sell assets and use the proceeds from the sales. We may not be able to consummate those sales or to obtain the proceeds which we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due.
Failure to find or acquire economically recoverable natural gas reserves to replace our current natural gas reserves will cause our natural gas reserves and production to decline, which would adversely affect our business, financial condition, results of operations, liquidity and cash flows.
Producing natural gas reservoirs generally are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. Because total estimated proved reserves include our proved undeveloped reserves at December 31, 2017, production is expected to decline even if those proved undeveloped reserves are developed and the wells produce as expected. The rate of decline will change if production from our existing wells declines in a different manner than we have estimated and can change under other circumstances. Thus, our future natural gas reserves and production and, therefore,


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our cash flow and income are highly dependent on our success in efficiently developing and exploiting our current reserves and economically finding or acquiring additional economically recoverable reserves. We may not be able to develop, find or acquire additional economically recoverable reserves to replace our current and future production at acceptable costs.
In addition, the level of natural gas and condensate volumes handled through the CNXM midstream systems depends on the level of production from natural gas wells dedicated to such midstream systems, which may be less than expected and which will naturally decline over time. In order to maintain or increase throughput levels on CNXM’s midstream systems, CNXM must obtain production from new wells completed by us and any third-party customers on acreage dedicated to the CNXM midstream systems or execute agreements with other third parties in CNXM’s areas of operation. CNXM has no control over producers’ levels of development and completion activity in its areas of operations, the amount of reserves associated with wells connected to CNXM’s systems or the rate at which production from a well declines.
Our lenders use the loan value of our proved natural gas reserves to determine the borrowing base under our $1.5 billion senior secured credit facility. Our borrowing base could decrease for a variety of reasons including lower natural gas prices, declines in natural gas proved reserves, and lending requirements or regulations. Significant reductions in our borrowing base below $1.5 billion could have a material adverse effect on our results of operations, financial condition and liquidity.
Our ability to borrow and have letters of credit issued under our $1.5 billion senior secured credit facility is generally limited to a borrowing base. Our borrowing base is determined by the required number of lenders in good faith calculating a loan value of the Company’s proved natural gas reserves. The borrowing base under our senior secured credit facility is currently $2.0 billion. Our borrowing base is redetermined by the lenders twice per year, and the next scheduled borrowing base redetermination is expected to occur in May 2018. The various matters which we describe in other risk factors that can decrease our proved natural gas reserves including lower natural gas prices, operating difficulties, and failure to replace our proved reserves could decrease our borrowing base. Please read: “Risk Factors - We face uncertainties in estimating our economically recoverable natural gas and coal reserves, and inaccuracies in our estimates could result in lower than expected revenues, higher than expected costs and decreased profitability ” and - “ Unless we replace our natural gas reserves, our natural gas reserves and production will decline, which would adversely affect our business, financial condition, results of operations and cash flows .” Our borrowing base could also decrease as a result of new lending requirements or regulations or the issuance of new indebtedness. If our borrowing base declined significantly below $1.5 billion, we may be unable to implement our drilling and development plans, make acquisitions or otherwise carry out our business plan which could have a material adverse effect on our financial condition and results of operations. We also could be required to repay any outstanding indebtedness in excess of the redetermined borrowing base. We could face substantial liquidity problems, might not be able to access the equity or debt capital markets and might be required to sell material assets or operations to attempt to meet our debt service and other obligations. We may not be able to consummate those sales or to obtain the proceeds which we could realize from them and those proceeds may not be adequate to meet any debt service obligations then due.

We may operate a portion of our business with one or more joint venture partners or in circumstances where we are not the operator, which may restrict our operational and corporate flexibility; actions taken by the other partner or third-party operator may materially impact our financial position and results of operations; and we may not realize the benefits we expect to realize from a joint venture.

As is common in the industry we may operate one or more of our properties with a joint venture partner, or contract with a third-party to control operations. These relationships could require us to share operational and other control, such that we may no longer have the flexibility to control completely the development of these properties. If we do not timely meet our financial commitments in such circumstances, our rights to participate may be adversely affected. If a joint venture partner is unable or fails to pay its portion of development costs or if a third-party operator does not operate in accordance with our expectations, our costs of operations could be increased. We could also incur liability as a result of actions taken by a joint venture partner or third-party operator. Disputes between us and the other party may result in litigation or arbitration that would increase our expenses, delay or terminate projects and distract our officers and directors from focusing their time and effort on our business.
Changes in federal or state income tax laws, particularly in the area of intangible drilling costs, could cause our financial position and profitability to deteriorate.
The passage of legislation or any other similar changes in U.S. federal income tax law could eliminate or postpone certain tax deductions that are currently available with respect to natural gas exploration and development. Any such change could negatively affect our financial condition and results of operations. For instance, recent tax law changes effective as of the beginning of 2018 will limit the ability of corporations to take certain interest deductions and have eliminated a corporation’s ability to take deductions for income attributable to domestic production activities.



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Additionally, legislation has been proposed from time to time in the states in which we operate - primarily Pennsylvania, Ohio and West Virginia - that would impose severance taxes or increased severance taxes on the production from our wells. The proposed tax rates have varied but would represent a greater financial burden on the economics of the wells we drill in these states.

Strategic determinations, including the allocation of capital and other resources to strategic opportunities, are challenging, and our failure to appropriately allocate capital and resources among our strategic opportunities may adversely affect our financial condition.

Our future growth prospects are dependent upon our ability to identify optimal strategies for investing our capital resources to produce superior rates of return. In developing our business plan, we consider allocating capital and other resources to various aspects of our businesses including well development (primarily drilling), reserve acquisitions, exploratory activity, corporate items and other alternatives. We also consider our likely sources of capital, including cash generated from operations and borrowings under our credit facilities. Notwithstanding the determinations made in the development of our business plan, business opportunities not previously identified periodically come to our attention, including possible acquisitions and dispositions. If we fail to identify optimal business strategies, or fail to optimize our capital investment and capital raising opportunities and the use of our other resources in furtherance of our business strategies, our financial condition and future growth may be adversely affected. Moreover, economic or other circumstances may change from those contemplated by our business plan, and our failure to recognize or respond to those changes may limit our ability to achieve our objectives.

Our development and exploration projects, as well as CNXM’s midstream system development, require substantial capital expenditures and if we fail to generate sufficient cash flow, or obtain required capital or financing on satisfactory terms, our natural gas reserves may decline and financial results may suffer.
As part of our strategic determinations, we expect to continue to make substantial capital expenditures in the development and acquisition of natural gas reserves. Further, CNXM will need to make substantial capital expenditures to fund its share of growth capital expenditures associated with its Anchor Systems, as well as to fund its share of expenditures associated with its 5% controlling interests in each of the Growth Systems and Additional Systems or to purchase or construct new midstream systems. If CNXM is unable to make sufficient or effective capital expenditures, it will be unable to maintain and grow its business.

CNXM's gathering agreement with us, CNXM's largest customer, as amended, includes minimum well commitments; however, that gas gathering agreement and the gas gathering agreements with third-parties impose obligations on CNXM to invest capital which is not fully protected against volumetric risks associated with lower-than-forecast volumes flowing through its gathering systems. To the extent CNXM’s customers are not contractually obligated to develop their properties in the areas covered by CNXM’s acreage dedications, and determine that it is more attractive to direct their capital spending and resources to other areas, such decreases in development of reserves by CNXM customers could result in reduced volumes serviced by CNXM and a commensurate decline in revenues and cash flows.

We cannot assure you that we or CNXM will have sufficient cash from operations, borrowing capacity under each company’s respective credit facilities or the ability to raise additional funds in the capital markets to meet our capital requirements. If cash flow generated by our operations or available borrowings under either company’s credit facilities are not sufficient to meet our capital requirements, or we are unable to obtain additional financing, we could be required to curtail the pace of the development of our natural gas properties and midstream activities, which in turn could lead to a decline in our reserves and production, and could adversely affect our business, financial condition and results of operations.

Terrorist attacks or cyber-attacks could have a material adverse effect on our business, financial condition or results of operations.
Terrorist attacks or cyber-attacks may significantly affect the energy industry, and economic conditions, including our operations and our customers, as well as general economic conditions, consumer confidence and spending and market liquidity. Strategic targets, such as energy-related assets, may be at greater risk of future attacks than other targets in the United States. A cyber incident could result in information theft, data corruption, operational disruption and/or financial loss. 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 and results of operations.
The oil and natural gas industry has become increasingly dependent upon digital technologies, including information systems, infrastructure and cloud applications and services, to operate our businesses, process and record financial and operating data, communicate with our employees and business partners, analyze seismic and drilling information, estimate quantities of natural gas reserves, and perform other activities related to our businesses. Our business partners, including vendors, service providers, and financial institutions, are also dependent on digital technology.


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As dependence on digital technologies has increased, cyber incidents, including deliberate attacks or unintentional events, have also increased. A cyber-attack could include gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption, or result in denial-of-service on websites. SCADA (supervisory control and data acquisition) based systems are potentially vulnerable to targeted cyber-attacks due to their critical role in operations.

Our technologies, systems, networks, and those of our business partners may become the target of cyber-attacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and other information, or other disruption of our business operations. In addition, certain cyber incidents, such as surveillance, may remain undetected for an extended period.

Deliberate attacks on our assets, or security breaches in our systems or infrastructure, the systems or infrastructure of third-parties or the cloud 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, including the following:

a cyber-attack on a vendor or service provider could result in supply chain disruptions which could delay or halt development of additional infrastructure, effectively delaying the start of cash flows from the project;
a cyber-attack on our facilities may result in equipment damage or failure;
a cyber-attack on midstream or downstream pipelines could prevent our product from being delivered, resulting in a loss of revenues;
a cyber-attack on a communications network or power grid could cause operational disruption resulting in loss of revenues;
a deliberate corruption of our financial or operational data could result in events of non-compliance which could lead to regulatory fines or penalties; and
business interruptions could result in expensive remediation efforts, distraction of management, damage to our reputation, or a negative impact on the price of our units.

Our implementation of various controls and processes, including globally incorporating a risk-based cyber security framework, to monitor and mitigate security threats and to increase security for our information, facilities and infrastructure is costly and labor intensive. Moreover, there can be no assurance that such measures will be sufficient to prevent security breaches from occurring. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.
Construction of new gathering, compression, dehydration, treating or other midstream assets by CNXM may not result in revenue increases and may be subject to regulatory, environmental, political, legal and economic risks, which could adversely affect CNXM‘s cash flows, results of operations and our financial condition.
The construction of additions or modifications to CNXM’s existing systems involves numerous regulatory, environmental, political and legal uncertainties beyond its control and may require the expenditure of significant amounts of capital. Financing may not be available on economically acceptable terms or at all. If these projects are undertaken, they may not be completed on schedule, at the budgeted cost or at all.
Revenues may not increase immediately (or at all) upon the expenditure of funds on a particular project. For instance, if a processing facility is built, the construction may occur over an extended period of time, and CNXM may not receive any material increases in revenues until the project is completed. Additionally, facilities may be constructed to capture anticipated future production growth in an area in which such growth does not materialize. As a result, new gathering, compression, dehydration, treating or other midstream assets may not be able to attract enough throughput to achieve the expected investment return, which could adversely affect CNXM’s business, financial condition, results of operations, cash flows and ability to make cash distributions.
The construction of additions to CNXM’s existing assets may require it to obtain new rights-of-way prior to constructing new pipelines or facilities, which may not be obtained in a timely fashion or in a way that allows CNXM to connect new natural gas supplies to existing gathering pipelines or capitalize on other attractive expansion opportunities. Additionally, it may become more expensive to obtain new rights-of-way or to expand or renew existing rights-of-way. If the cost of renewing or obtaining new rights-of-way increases, cash flows could be adversely affected.





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Our success depends on key members of our management and our ability to attract and retain experienced technical and other professional personnel.
Our future success depends to a large extent on the services of our key employees. The loss of one or more of these individuals could have a material adverse effect on our business. Furthermore, competition for experienced technical and other professional personnel remains strong. If we cannot retain our current personnel or attract additional experienced personnel, our ability to compete could be adversely affected. Also, the loss of experienced personnel could lead to a loss of technical expertise.
We may not achieve some or all of the expected benefits of the separation of CONSOL Energy, and failure to realize such benefits in a timely manner may materially adversely affect our business.
We may not be able to achieve the full strategic and financial benefits expected to result from the separation of our coal business, now operated by CONSOL Energy Inc., or such benefits may be delayed or not occur at all. The separation is expected to provide the following benefits, among others: (i) position management of each company to more effectively pursue its own focused, industry-specific strategy, creating additional operational flexibility and enabling our management team to focus on strengthening our core business, operations and other needs, and to pursue distinct and targeted opportunities for long-term growth and profitability; (ii) permit each company to efficiently allocate its capital to meet the unique needs of its own business, allowing each company to intensify its focus on its distinct business priorities and facilitate each business having a more appropriate capital aligned with its target capital levels and those of its peers, which is expected to increase access to capital; (iii) better position each company to recruit and retain executives and other employees with expertise more directly applicable to the needs of its business; allow each company more consistent application of incentive structures and targets, due to the common nature of the underlying businesses; clearer articulation of talent requirements for potential employees and understanding of the prerequisites and opportunities associated with each business; and (iv) improve understanding of each business in the capital markets and allow for a stronger, more focused investor base for each business; creation of two independent equity structures, enabling each business to use its own business-focused stock as consideration in acquisitions and equity compensation programs and creating a more efficient and valuable transaction currency and compensation tool.
We may not achieve these and other anticipated benefits for a variety of reasons, including, among others: (i) we may be more susceptible to market fluctuations and other adverse events than if CONSOL Energy were still a part of the company because our business is less diversified than it was prior to the completion of the separation; and (ii) as a smaller, independent company, we may be more susceptible to fluctuations in the prices of natural gas, without having the coal business to mitigate such volatility. If we fail to achieve some or all of the benefits expected to result from the separation, or if such benefits are delayed, it could have a material adverse effect on our competitive position, business, financial condition, results of operations and cash flows.
CONSOL Energy may fail to perform under various transaction agreements that were executed as part of the separation.
In connection with the separation, CNX and CONSOL Energy entered into a Separation and Distribution Agreement and also entered into various other agreements, including a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement, an Intellectual Property Matters Agreement, intellectual property license agreements, a real estate sublease, and Master Cooperation and Safety Agreements. The Separation and Distribution Agreement, the Tax Matters Agreement and the Employee Matters Agreement, together with the documents and agreements by which the internal reorganization of the Company prior to the separation was effected, determined the allocation of assets and liabilities between the companies following the separation for those respective areas and included any necessary indemnifications related to liabilities and obligations in connection therewith. The Transition Services Agreement provides for the performance of certain services by each company for the benefit of the other for a period of time after the separation. We will rely on CONSOL Energy to satisfy its performance and payment obligations under these agreements. If CONSOL Energy is unable or unwilling to satisfy its obligations under these agreements, including its indemnification obligations, we could incur operational difficulties and/or losses.

In connection with the separation, CONSOL Energy has agreed to indemnify us for certain liabilities and we have agreed to indemnify CONSOL Energy for certain liabilities. If we are required to pay under these indemnities to CONSOL Energy, our financial results could be negatively impacted. The CONSOL Energy indemnity may not be sufficient to hold us harmless from the full amount of liabilities for which CONSOL Energy has been allocated responsibility, and CONSOL Energy may not be able to satisfy its indemnification obligations in the future.

Pursuant to the Separation and Distribution Agreement and certain other agreements with CONSOL Energy, CONSOL Energy has agreed to indemnify us for certain liabilities, and we have agreed to indemnify CONSOL Energy for certain liabilities, in each case for uncapped amounts. More specifically, CONSOL Energy assumed all liabilities related to their current and our former coal business, including liabilities having a book value of $955 million and liabilities that may arise due to the failure of purchasers of coal assets that we had previously disposed. Additionally, we remain liable as a guarantor on certain liabilities that


34



were assumed by CONSOL Energy in connection with the separation. The estimated value of these guarantees was approximately $192 Million at the time of the separation. Although CONSOL Energy agreed to indemnify us to the extent that we are called upon to pay any of these liabilities, there is no assurance that CONSOL Energy will satisfy its obligations to indemnify us in these situations. For example we could be liable for liabilities assumed by Murray Energy and its subsidiaries (Murray Energy) in connection with the disposition of certain mines to Murray Energy in 2013 in the event that both Murray Energy and CONSOL Energy are unable to satisfy those liabilities.

Indemnities that we may be required to provide CONSOL Energy are not subject to any cap, may be significant and could negatively impact our business. Third-parties could also seek to hold us responsible for any of the liabilities that CONSOL Energy has agreed to retain. Any amounts we are required to pay pursuant to these indemnification obligations and other liabilities could require us to divert cash that would otherwise have been used in furtherance of our operating business. Further, the indemnity from CONSOL Energy may not be sufficient to protect us against the full amount of such liabilities, and CONSOL Energy may not be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from CONSOL Energy any amounts for which we are held liable, we may be temporarily required to bear such losses. Each of these risks could negatively affect our business, results of operations and financial condition.

The separation of CONSOL Energy could result in substantial tax liability.

Under current U.S. federal income tax law, even if the distribution, together with certain related transactions, otherwise qualifies for tax-free treatment under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code, the distribution may nevertheless be rendered taxable to us and our shareholders as a result of certain post-distribution transactions, including certain acquisitions of shares or assets of CNX or CONSOL Energy. The possibility of rendering the distribution taxable as a result of such transactions may limit our ability to pursue certain equity issuances, strategic transactions or other transactions that would otherwise maximize the value of our business. Under the Tax Matters Agreement that we entered into with CONSOL Energy, CONSOL Energy may be required to indemnify us against any additional taxes and related amounts resulting from (i) an acquisition of all or a portion of the equity securities or assets of CONSOL Energy, whether by merger or otherwise (and regardless of whether CONSOL Energy participated in or otherwise facilitated the acquisition), (ii) issuing equity securities beyond certain thresholds, (iii) repurchasing shares of CONSOL Energy stock other than in certain open-market transactions, (iv) ceasing to actively conduct certain of its businesses, (v) other actions or failures to act by CONSOL Energy or (vi) any of CONSOL Energy’s representations, covenants or undertakings contained in any of the separation-related agreements and documents or in any documents relating to the IRS private letter ruling and/or the opinions of tax advisors being incorrect or violated. However, the indemnity from CONSOL Energy may not be sufficient to protect us against the full amount of such additional taxes or related liabilities, and CONSOL Energy may not be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from CONSOL Energy any amounts for which we are held liable, we may be temporarily required to bear such losses. Each of these risks could negatively affect CNX’s business, results of operations and financial condition.

ITEM 1B.
Unresolved Staff Comments

None.

ITEM 2.
Properties

See Detail Operations in Item 1 of this 10-K for a description of CNX's properties.

ITEM 3.
Legal Proceedings

Note 18–Commitments and Contingent Liabilities in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K is incorporated herein by reference.

ITEM 4.
Mine Safety and Health Administration Safety Data

Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this annual report.



35




PART II

ITEM 5.
Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
The Company's common stock is listed on the New York Stock Exchange under the symbol CNX. The following table sets forth, for the periods indicated, the range of high and low sales prices per share of our common stock as reported on the New York Stock Exchange and the cash dividends declared on the common stock for the periods indicated:
 
 
 
High
 
Low
 
Dividends
Year Period Ended December 31, 2017
 
 
 
 
 
 
 
Quarter Ended March 31, 2017
 
$
17.11

 
$
12.77

 
$

 
Quarter Ended June 30, 2017
 
$
15.16

 
$
11.73

 
$

 
Quarter Ended September 30, 2017
 
$
14.88

 
$
12.03

 
$

 
Quarter Ended December 31, 2017
 
$
16.11

 
$
13.00

 
$

Year Period Ended December 31, 2016
 
 
 
 
 
 
 
Quarter Ended March 31, 2016
 
$
10.75

 
$
3.93

 
$
0.0100

 
Quarter Ended June 30, 2016
 
$
14.20

 
$
9.12

 
$

 
Quarter Ended September 30, 2016
 
$
17.11

 
$
13.01

 
$

 
Quarter Ended December 31, 2016
 
$
19.34

 
$
13.97

 
$


As of December 31, 2017 , there were 120 holders of record of our common stock.

The following performance graph compares the yearly percentage change in the cumulative total shareholder return on the common stock of CNX to the cumulative shareholder return for the same period of a peer group and the Standard & Poor's 500 Stock Index. The peer group has changed from last year as a result of the spin-off of the coal business (See Note 2 - Discontinued Operations in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information). The current peer group is comprised of CNX, Antero Resources Corporation, Cabot Oil & Gas Corporation, Chesapeake Energy Corporation, Energen Corporation, EQT Corporation, Gulfport Energy Corporation, PDC Energy, Inc., Range Resources Corporation, SM Energy Company, Southwestern Energy Co., Whiting Petroleum Corporation, and WPX Energy, Inc. The graph assumes that the value of the investment in CNX common stock and each index was $100 at December 31, 2012. The graph also assumes that all dividends were reinvested and that the investments were held through December 31, 2017 .
 
 
2012
 
2013
 
2014
 
2015
 
2016
 
2017
CNX Resources Corporation
 
100.0

 
119.9

 
107.4

 
25.7

 
59.3

 
55.0

Peer Group
 
100.0

 
129.1

 
88.3

 
38.8

 
53.1

 
40.4

S&P 500 Stock Index
 
100.0

 
129.6

 
144.4

 
143.4

 
157.0

 
187.4

Previous Peer Group
 
100.0

 
116.4

 
105.1

 
44.8

 
65.9

 
119.0




















36




Cumulative Total Shareholder Return Among CNX Resources Corporation, Peer Group and S&P 500 Stock Index

FINALSTOCKPERFORMANCEGRAPH.JPG

The above information is being furnished pursuant to Regulation S-K, Item 201 (e) (Performance Graph).

The declaration and payment of dividends by CNX is subject to the discretion of CNXs Board of Directors, and no assurance can be given that CNX will pay dividends in the future. CNX suspended its quarterly dividend following the sale of the Buchanan Mine on March 31, 2016 to further reflect the Company's increased emphasis on growth. CNX’s Board of Directors determines whether dividends will be paid quarterly. The determination to pay dividends will depend upon, among other things, general business conditions, CNX’s financial results, contractual and legal restrictions regarding the payment of dividends by CNX, planned investments by CNX and such other factors as the Board of Directors deems relevant. The Company's credit facility limits CNX's ability to pay dividends in excess of an annual rate of $0.50 per share when the Company's leverage ratio exceeds 3.50 to 1.00 and subject to an aggregate amount up to the then cumulative credit calculation. The total leverage ratio was 4.08 to 1.00 and the cumulative credit was approximately $389 million at December 31, 2017 . The credit facility does not permit dividend payments in the event of default. The indentures to the 2022 and 2023 notes limit dividends to $0.50 per share annually unless several conditions are met. These conditions include no defaults, ability to incur additional debt and other payment limitations under the indentures. There were no defaults in the year ended December 31, 2017 .
See Part III, Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information relating to CNX's equity compensation plans.


37



ITEM 6.
Selected Financial Data

The following table presents our selected consolidated financial and operating data for, and as of the end of, each of the periods indicated. The selected consolidated financial data for, and as of the end of, each of the years ended December 31, 2017 , 2016 , 2015 , 2014 and 2013 are derived from our audited Consolidated Financial Statements. Certain reclassifications of prior year data have been made to conform to the year ended December 31, 2017 presentation. The selected consolidated financial and operating data are not necessarily indicative of the results that may be expected for any future period. The selected consolidated financial and operating data should be read in conjunction with Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes included in this Annual Report.
(Dollars in thousands, except per share data)
 
For the Years Ended December 31,
 
 
2017
 
2016
 
2015
 
2014
 
2013
Revenue and Other Operating Income from Continuing Operations
 
$
1,455,131

 
$
759,968

 
$
1,198,737

 
$
1,080,351

 
$
730,917

Income (Loss) from Continuing Operations
 
$
295,039

 
$
(550,945
)
 
$
(650,198
)
 
$
(269,625
)
 
$
(442,539
)
Net Income (Loss)
 
$
380,747

 
$
(848,102
)
 
$
(374,885
)
 
$
163,090

 
$
660,442

Earnings per share:
 
 
 
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
 
 
 
Income (Loss) from Continuing Operations
 
$
1.29

 
$
(2.40
)
 
$
(2.84
)
 
$
(1.17
)
 
$
(1.93
)
Income (Loss) from Discontinued Operations
 
0.37

 
(1.30
)
 
1.20

 
1.88

 
4.82

Net Income (Loss)
 
$
1.66

 
$
(3.70
)
 
$
(1.64
)
 
$
0.71

 
$
2.89

Dilutive:
 
 
 
 
 
 
 
 
 
 
Income (Loss) from Continuing Operations
 
$
1.28

 
$
(2.40
)
 
$
(2.84
)
 
$
(1.17
)
 
$
(1.92
)
Income (Loss) from Discontinued Operations
 
0.37

 
(1.30
)
 
1.20

 
1.87

 
4.79

Net Income (Loss)
 
$
1.65

 
$
(3.70
)
 
$
(1.64
)
 
$
0.70

 
$
2.87

 
 
 
 
 
 
 
 
 
 
 
Assets from Continuing Operations
 
$
6,931,913

 
$
6,682,770

 
$
7,302,119

 
$
7,968,069

 
$
7,991,623

Assets from Discontinued Operations
 

 
2,496,921

 
3,627,783

 
3,686,576

 
3,156,312

Total Assets
 
$
6,931,913

 
$
9,179,691

 
$
10,929,902

 
$
11,654,645

 
$
11,147,935

 
 
 
 
 
 
 
 
 
 
 
Long-Term Debt from Continuing Operations (including current portion)
 
$
2,214,484

 
$
2,456,354

 
$
2,460,633

 
$
3,129,433

 
$
3,030,165

Long-Term Debt from Discontinued Operations (including current portion)
 

 
317,715

 
294,222

 
120,128

 
110,420

Total Long-Term Debt (including current portion)
 
$
2,214,484

 
$
2,774,069

 
$
2,754,855

 
$
3,249,561

 
$
3,140,585

Cash Dividends Declared Per Share of Common Stock
 
$

 
$
0.010

 
$
0.145

 
$
0.250

 
$
0.375

See Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of an adjustment to operating income for all periods and other matters that affect the comparability of the selected financial data as well as uncertainties that might affect the Company’s future financial condition.

OTHER OPERATING DATA
(unaudited)
 
 
Years Ended December 31,
 
 
2017
 
2016
 
2015
 
2014
 
2013
Gas:
 
 
 
 
 
 
 
 
 
 
Net sales volumes produced (in Bcfe)
 
407.2

 
394.4

 
328.7

 
235.7

 
172.4

Average sales price ($ per Mcfe) (A)
 
$
2.66

 
$
2.63

 
$
2.81

 
$
4.37

 
$
4.30

Average cost ($ per Mcfe)
 
$
2.23

 
$
2.32

 
$
2.62

 
$
3.13

 
$
3.42

Proved reserves (in Bcfe) (B)
 
7,582

 
6,252

 
5,643

 
6,828

 
5,731

____________
(A)
Represents average net sales price including the effect of derivative transactions.
(B)
Represents proved developed and undeveloped gas reserves at period end.


38




ITEM 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations

General

2017 Highlights

Record total gas production of 407.2 Bcfe in 2017, 3.2% higher than 2016.
Record Marcellus Shale production of 239.4 Bcfe in 2017, 12.7% higher than 2016.
Increased proved reserves to 7.6 Tcfe, 20.6% higher than 2016.
On November 28, 2017, CNX completed the tax-free spin-off of its coal business resulting in two independent, publicly traded companies: CONSOL Energy, a coal company, formerly known as CONSOL Mining Corporation; and CNX, a natural gas exploration and production company. As a result of the separation of the two companies, CONSOL Energy and its subsidiaries now hold the coal assets previously held by CNX, including its Pennsylvania Mining Complex, Baltimore Marine Terminal, its direct and indirect ownership interest in CONSOL Coal Resources LP, formerly known as CNXC Coal Resources LP, and other related coal assets previously held by CNX. CNX's shareholders received one share of CONSOL Energy common stock for every eight shares of CNX’s common stock held as of the close of business on November 15, 2017, the record date for the separation and distribution. The coal company, previously reported as the Company's Pennsylvania Mining Operations division, has been reclassified in the Audited Consolidated Financial Statements in Item 8 of this Form 10-K to discontinued operations for all periods presented.
Gas production costs continue to decline - for the year ended December 31, 2017, total gas production costs were $ 2.23 per Mcfe, a 3.9% decline from the prior year.
Repurchased $103 million of common stock on the open market.


2018 Outlook:

Our 2018 annual gas production is expected to increase to approximately 520-550 Bcfe.
Our 2018 E&P capital investment is expected to be approximately $790-$880 million..













39



Results of Operations: Year Ended December 31, 2017 Compared with the Year Ended December 31, 2016
Net Income (Loss)
CNX reported net income of $ 381 million , or a earnings per diluted share of $ 1.65 , for the year ended December 31, 2017 , compared to a net loss of $ 848 million , or a loss per diluted shared of $ 3.70 , for the year ended December 31, 2016 .
 
For the Years Ended December 31,
(Dollars in thousands)
2017
 
2016
 
Variance
Income (Loss) from Continuing Operations
$
295,039

 
$
(550,945
)
 
$
845,984

Income (Loss) from Discontinued Operations
85,708

 
(297,157
)
 
382,865

Net Income (Loss)
$
380,747

 
$
(848,102
)
 
$
1,228,849


CNX's principal activity is to produce pipeline quality natural gas for sale primarily to gas wholesalers. The Company's reportable segments are Marcellus Shale, Utica Shale, Coalbed Methane, and Other Gas.

CNX had income from continuing operations before income tax of $ 119 million for the year ended December 31, 2017 , compared to a loss from continuing operations before income tax of $ 585 million for the year ended December 31, 2016 . Included in 2017 was an unrealized gain on commodity derivative instruments of $248 million and a gain on sale of assets of $188 million. Included in 2016 was an unrealized loss on commodity derivative instruments of $386 million, partially offset by a gain on sale of assets of $14 million. See Note 3 - Acquisitions and Dispositions in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.

The following table presents a breakout of net liquid and natural gas sales information to assist in the understanding of the Company’s natural gas production and sales portfolio.

 
 
For the Years Ended December 31,
 in thousands (unless noted)
 
2017
 
2016
 
Variance
 
Percent
Change
LIQUIDS
 
 
 
 
 
 
 
 
NGLs:
 
 
 
 
 
 
 
 
Sales Volume (MMcfe)
 
38,736

 
40,260

 
(1,524
)
 
(3.8
)%
Sales Volume (Mbbls)
 
6,456

 
6,710

 
(254
)
 
(3.8
)%
Gross Price ($/Bbl)
 
$
24.18

 
$
14.52

 
$
9.66

 
66.5
 %
Gross Revenue
 
$
156,132

 
$
97,580

 
$
58,552

 
60.0
 %
 
 
 
 
 
 
 
 
 
Oil:
 
 
 
 
 
 
 
 
Sales Volume (MMcfe)
 
421

 
410

 
11

 
2.7
 %
Sales Volume (Mbbls)
 
70

 
68

 
2

 
2.9
 %
Gross Price ($/Bbl)
 
$
45.36

 
$
36.90

 
$
8.46

 
22.9
 %
Gross Revenue
 
$
3,179

 
$
2,521

 
$
658

 
26.1
 %
 
 
 
 
 
 
 
 
 
Condensate:
 
 
 
 
 
 
 
 
Sales Volume (MMcfe)
 
3,116

 
4,964

 
(1,848
)
 
(37.2
)%
Sales Volume (Mbbls)
 
519

 
828

 
(309
)
 
(37.3
)%
Gross Price ($/Bbl)
 
$
39.54

 
$
27.48

 
$
12.06

 
43.9
 %
Gross Revenue
 
$
20,531

 
$
22,748

 
$
(2,217
)
 
(9.7
)%
 
 
 
 
 
 
 
 
 
GAS
 
 
 
 
 
 
 
 
Sales Volume (MMcf)
 
364,893

 
348,753

 
16,140

 
4.6
 %
Sales Price ($/Mcf)
 
$
2.59

 
$
1.92

 
$
0.67

 
34.9
 %
Gross Revenue
 
$
945,382

 
$
670,823

 
$
274,559

 
40.9
 %
 
 
 
 
 
 
 
 
 
Hedging Impact ($/Mcf)
 
$
(0.11
)
 
$
0.70

 
$
(0.81
)
 
(115.7
)%
(Loss) Gain on Commodity Derivative Instruments - Cash Settlement
 
$
(41,174
)
 
$
245,212

 
$
(286,386
)
 
(116.8
)%




40



Natural gas, NGLs, and oil sales were $ 1,125 million for the year ended December 31, 2017 , compared to $ 793 million for the year ended December 31, 2016 . The increase was primarily due to the 34.9% increase in the average gas sales price per Mcf without the impact of derivative instruments and the 3.2% increase in total sales volumes.
Sales volumes, average sales price (including the effects of derivatives instruments), and average costs for all active operations were as follows: 
 
For the Years Ended December 31,
 
2017
 
2016
 
Variance
 
Percent
Change
Sales Volumes (Bcfe)
407.2

 
394.4

 
12.8

 
3.2
 %
 
 
 
 
 
 
 
 
Average Sales Price (per Mcfe)
$
2.66

 
$
2.63

 
$
0.03

 
1.1
 %
Average Costs (per Mcfe)
2.23

 
2.32

 
(0.09
)
 
(3.9
)%
Average Margin
$
0.43

 
$
0.31

 
$
0.12

 
38.7
 %

The increase in average sales price was primarily the result of a $0.67 per Mcf increase in general natural gas market prices in the Appalachian basin during the current period, as well as an overall increase in natural gas liquids pricing. The increase was offset, in part, by a $0.81 per Mcf decrease in the realized (loss) gain on commodity derivative instruments related to the Company's hedging program.

Changes in the average costs per Mcfe were primarily related to the following items:
Depreciation, depletion, and amortization decreased on a per-unit basis primarily due to a reduction in Marcellus rates as a result of an increase in the Company's Marcellus reserves. See Note 7 - Property, Plant, and Equipment in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional details.
Lease operating expense decreased on a per unit basis in the period-to-period comparison due to a decrease in well tending costs and salt water disposal costs, as well as a decrease in both Company operated and joint venture operated repairs and maintenance costs.

Certain costs and expenses such as selling, general and administrative, other expense, gain on sale of assets, loss on debt extinguishment, interest expense and income taxes are unallocated expenses and therefore are excluded from the per unit costs above as well as segment reporting. Below is a summary of these costs and expenses:

Selling, General and Administrative

Selling, general and administrative (SG&A) costs include costs such as overhead, including employee wages and benefit costs, short-term incentive compensation, costs of maintaining our headquarters, audit and other professional fees, and legal compliance expenses. SG&A costs also include noncash equity-based compensation expense.

SG&A costs were $93 million for the year ended December 31, 2017 , compared to $105 million for the year ended December 31, 2016 . SG&A costs decreased due to a decrease in employee wages and benefits costs in the current year related to a reduction in headcount as well as a decrease in equity-based compensation expense.


















41



Other Expense
 
For the Years Ended December 31,
 (in millions)
2017
 
2016
 
Variance
 
Percent
Change
Other Income
 
 
 
 
 
 
 
Royalty Income
$
10

 
$
10

 
$

 
 %
Right of Way Sales
2

 
15

 
(13
)
 
(86.7
)%
Interest Income
9

 

 
9

 
100.0
 %
Other
6

 
4

 
2

 
50.0
 %
Total Other Income
$
27

 
$
29

 
$
(2
)
 
(6.9
)%
 
 
 
 
 
 
 
 
Other Expense
 
 
 
 
 
 
 
Bank Fees
$
13

 
$
13

 
$

 
 %
Other Corporate Expense
12

 
16

 
(4
)
 
(25.0
)%
Other Land Rental Expense
6

 
5

 
1

 
20.0
 %
Total Other Expense
$
31

 
$
34

 
$
(3
)
 
(8.8
)%
 
 
 
 
 
 
 
 
       Total Other Expense
$
4

 
$
5

 
$
(1
)
 
(20.0
)%

Gain on Sale of Assets

CNX recognized a gain on sale of assets of $ 188 million in the year ended December 31, 2017 compared to a gain of $ 14 million in the year ended December 31, 2016 . The $ 174 million increase was primarily due to the sale of approximately 35,900 net undeveloped acres in Ohio, Pennsylvania, and West Virginia in the current period. No individually significant transactions occurred in the year ended December 31, 2016 . See Note 3 - Acquisitions and Dispositions in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.

Loss on Debt Extinguishment

Loss on debt extinguishment of $ 2 million was recognized in the year ended December 31, 2017 due to the redemption of the 8.25% senior notes due in April 2020, the redemption of the 6.375% senior notes due in March 2021 and the purchase of a portion of the 5.875% senior notes due in April 2022. See Note 10 - Long Term Debt in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.

Interest Expense
    
Interest expense of $ 161 million was recognized in the year ended December 31, 2017 , compared to $ 182 million in the year ended December 31, 2016 . The $ 21 million decrease was primarily due to the redemption of the 2020 and 2021 senior notes and the payoff of a portion of the 2022 senior notes during the year ended December 31, 2017 .

Income Taxes

The effective income tax rate for continuing operations was (148.9)% for the year ended December 31, 2017 , compared to 6.0% for the year ended December 31, 2016 . During the year ended December 31, 2017, CNX recognized favorable benefits of $279 million related to the impacts of income tax reform.

During the year ended December 31, 2016 , CNX settled a Federal audit of the years 2010-2013 and received a favorable private letter ruling from the IRS related to bonus depreciation. Overall, the Company received approximately $21 million in refunds during 2016. Some of the factors contributing to the refunds received during 2016 put pressure on deferred tax assets related to alternative minimum tax credits. As management could not demonstrate sufficient positive evidence to ensure realizability of these assets, the Company recorded a valuation allowance of $167 million at December 31, 2016 on alternative minimum tax credits as well as an additional $38 million valuation allowance against state deferred tax assets and federal charitable contribution and foreign tax credit carry-forwards.



42



On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the "Act") which, among other things, lowered the U.S. Federal tax rate from 35% to 21%, repealed the corporate alternative minimum tax, and provided for a refund of previously accrued alternative minimum tax credits. The Company recorded a net tax benefit to reflect the impact of the Act as of December 31, 2017, as it is required to reflect the change in the period in which the law is enacted. Largely, the benefits recorded in the current period related to tax reform are in recognition of the revaluation of deferred tax assets and liabilities, a benefit of $115 million, and the benefit for reversal of valuation allowance previously recorded against alternative minimum tax credits which are now refundable, a benefit of $154 million. At December 31, 2017, the Company has not finalized its accounting for the tax effects of the Act. However, as described in Note 5 - Income Taxes in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K, CNX has made a reasonable estimate of the tax effects of the Act, including the impact on existing deferred tax balances. The Company is still analyzing certain aspects of the Act, which could potentially affect the measurement of the Company's income tax balances.

See Note 5 - Income Taxes in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.
 
For the Years Ended December 31,
 
2017
 
2016
 
Variance
 
Percent
Change
Total Company Earnings (Loss) Before Income Tax
$
119

 
$
(585
)
 
$
704

 
(120.3
)%
Income Tax Benefit
$
(176
)
 
$
(34
)
 
$
(142
)
 
417.6
 %
Effective Income Tax Rate
(148.9
)%
 
6.0
%
 
(154.9
)%
 
 


43



TOTAL OPERATING SEGMENT ANALYSIS for the year ended December 31, 2017 compared to the year ended December 31, 2016 :
CNX operating segments had earnings before income tax of $191 million for the year ended December 31, 2017 compared to a loss before income tax of $308 million for the year ended December 31, 2016 . Variances by individual operating segment are discussed below.
 
For the Year Ended
 
Difference to Year Ended
 
December 31, 2017
 
December 31, 2016
 (in millions)
Marcellus
 
Utica
 
CBM
 
Other
Gas
 
Total
 
Marcellus
 
Utica
 
CBM
 
Other
Gas
 
Total
Natural Gas, NGLs and Oil Sales
$
646

 
$
217

 
$
209

 
$
53

 
$
1,125

 
$
231

 
$
54

 
$
34

 
$
13

 
$
332

(Loss) Gain on Commodity Derivative Instruments
(30
)
 
1

 
(10
)
 
246

 
207

 
(177
)
 
(28
)
 
(62
)
 
615

 
348

Purchased Gas Sales

 

 

 
54

 
54

 

 

 

 
11

 
11

Other Operating Income

 

 

 
69

 
69

 

 

 

 
4

 
4

Total Revenue and Other Operating Income
616

 
218

 
199

 
422

 
1,455

 
54

 
26

 
(28
)
 
643

 
695

Lease Operating Expense
32

 
19

 
25

 
13

 
89

 
(2
)
 
(3
)
 

 
(2
)
 
(7
)
Production, Ad Valorem, and Other Fees
15

 
5

 
7

 
2

 
29

 
(2
)
 

 
1

 
(1
)
 
(2
)
Transportation, Gathering and Compression
256

 
45

 
64

 
18

 
383

 
28

 
(6
)
 
(8
)
 
(5
)
 
9

Depreciation, Depletion and Amortization
222

 
84

 
83

 
23

 
412

 
11

 
(2
)
 
(3
)
 
(14
)
 
(8
)
Impairment of Exploration and Production Properties

 

 

 
138

 
138

 

 

 

 
138

 
138

Exploration and Production Related Other Costs

 

 

 
48

 
48

 

 

 

 
33

 
33

Purchased Gas Costs

 

 

 
53

 
53

 

 

 

 
10

 
10

Other Operating Expense

 

 

 
112

 
112

 

 

 

 
23

 
23

Total Operating Costs and Expenses
525

 
153

 
179

 
407

 
1,264

 
35

 
(11
)
 
(10
)
 
182

 
196

Earnings (Loss) Before Income Tax
$
91

 
$
65

 
$
20

 
$
15

 
$
191

 
$
19

 
$
37

 
$
(18
)
 
$
461

 
$
499




44



MARCELLUS SEGMENT
The Marcellus segment had earnings before income tax of $ 91 million for the year ended December 31, 2017 compared to earnings before income tax of $72 million for the year ended December 31, 2016 .
 
For the Years Ended December 31,
 
2017
 
2016
 
Variance
 
Percent
Change
Marcellus Gas Sales Volumes (Bcf)
209.7

 
186.8

 
22.9

 
12.3
 %
NGLs Sales Volumes (Bcfe)*
27.6

 
23.5

 
4.1

 
17.4
 %
Condensate Sales Volumes (Bcfe)*
2.1

 
2.2

 
(0.1
)
 
(4.5
)%
Total Marcellus Sales Volumes (Bcfe)*
239.4

 
212.5

 
26.9

 
12.7
 %
 
 
 
 
 
 
 
 
Average Sales Price - Gas (per Mcf)
$
2.50

 
$
1.87

 
$
0.63

 
33.7
 %
(Loss) Gain on Commodity Derivative Instruments - Cash Settlement- Gas (per Mcf)
$
(0.14
)
 
$
0.79

 
$
(0.93
)
 
(117.7
)%
Average Sales Price - NGLs (per Mcfe)*
$
3.96

 
$
2.38

 
$
1.58

 
66.4
 %
Average Sales Price - Condensate (per Mcfe)*
$
6.44

 
$
4.32

 
$
2.12

 
49.1
 %
 
 
 
 
 
 
 
 
Total Average Marcellus Sales Price (per Mcfe)
$
2.57

 
$
2.64

 
$
(0.07
)
 
(2.7
)%
Average Marcellus Lease Operating Expenses (per Mcfe)
0.13

 
0.16

 
(0.03
)
 
(18.8
)%
Average Marcellus Production, Ad Valorem, and Other Fees (per Mcfe)
0.07

 
0.08

 
(0.01
)
 
(12.5
)%
Average Marcellus Transportation, Gathering and Compression Costs (per Mcfe)
1.07

 
1.07

 

 
 %
Average Marcellus Depreciation, Depletion and Amortization Costs (per Mcfe)
0.92

 
0.99

 
(0.07
)
 
(7.1
)%
   Total Average Marcellus Costs (per Mcfe)
$
2.19

 
$
2.30

 
$
(0.11
)
 
(4.8
)%
   Average Margin for Marcellus (per Mcfe)
$
0.38

 
$
0.34

 
$
0.04

 
11.8
 %
* NGLs and Condensate are converted to Mcfe at the rate of one barrel equals six Mcf based upon the approximate relative energy content of oil and natural gas, which is not indicative of the relationship of oil, NGLs, condensate, and natural gas prices.

The Marcellus segment had natural gas, NGLs and oil sales of $ 646 million for the year ended December 31, 2017 compared to $ 415 million for the year ended December 31, 2016 . The $ 231 million increase is primarily due to the 33.7% increase in the average gas sales price as well as the 12.7% increase in total Marcellus sales volumes in the period-to-period comparison. The increase in sales volumes was primarily due to the termination of the Marcellus Joint Venture with Noble Energy in the fourth quarter of 2016, which resulted in each party owning and operating a 100% interest in certain wells in two separate operating areas (see Note 7 - Property, Plant and Equipment in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional details) as well as additional wells being turned in line in the current period.
 
The decrease in the total average Marcellus sales price was primarily the result of changes in the fair value of commodity derivative instruments resulting from the Company's hedging program. The notional amounts associated with these financial hedges represented approximately 177.6 Bcf of the Company's produced Marcellus gas sales volumes for the year ended December 31, 2017 at an average loss of $0.17 per Mcf. For the year ended December 31, 2016 , these financial hedges represented approximately 160.8 Bcf at an average gain of $0.92 per Mcf. The $ 0.93 per Mcf change in the fair value of the commodity derivative instruments was offset, in part, by the $0.63 per Mcf increase in gas market prices, along with a $0.12 per Mcfe increase in the uplift from NGLs and condensate sales volumes, when excluding the impact of hedging.

Total operating costs and expenses for the Marcellus segment were $525 million for the year ended December 31, 2017 compared to $490 million for the year ended December 31, 2016 . The increase in total dollars and decrease in unit costs for the Marcellus segment were due primarily to the following items:

Marcellus lease operating expense was $ 32 million for the year ended December 31, 2017 compared to $ 34 million for the year ended December 31, 2016 . The decrease in total dollars was primarily due to a reduction in salt water disposal costs and equipment rental expense in the current period. The decrease in unit costs was primarily due to the 12.7% increase in total Marcellus sales volumes, along with the decrease in total dollars described above.



45



Marcellus production, ad valorem, and other fees were $ 15 million for the year ended December 31, 2017 compared to $ 17 million for the year ended December 31, 2016 . The decrease in total dollars was primarily due to a change in production mix by state as a result of the termination of the Marcellus joint venture with Noble Energy, offset, in part, by the increase in average gas sales price. The decrease in unit costs was due to the decrease in total dollars described above, as well as the 12.7% increase in total Marcellus sales volumes.

Marcellus transportation, gathering and compression costs were $ 256 million for the year ended December 31, 2017 compared to $ 228 million for the year ended December 31, 2016 . The $28 million increase in total dollars was primarily related to an increase in the CNXM gathering fee due to the increase in total Marcellus sales volumes (See Note 20 - Related Party Transactions of the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information), and an increase in processing fees associated with NGLs primarily due to the 17.4% increase in NGL sales volumes.

Depreciation, depletion and amortization costs attributable to the Marcellus segment were $ 222 million for the year ended December 31, 2017 compared to $ 211 million for the year ended December 31, 2016 . These amounts included depletion on a unit of production basis of $0.91 per Mcf and $0.98 per Mcf, respectively. The remaining depreciation, depletion and amortization costs were either recorded on a straight-line basis or related to gas well closing.

UTICA SEGMENT

The Utica segment had earnings before income tax of $65 million for the year ended December 31, 2017 compared to earnings before income tax of $28 million for the year ended December 31, 2016 .
 
For the Years Ended December 31,
 
2017
 
2016
 
Variance
 
Percent
Change
Utica Gas Sales Volumes (Bcf)
70.7

 
71.3

 
(0.6
)
 
(0.8
)%
NGLs Sales Volumes (Bcfe)*
11.1

 
16.7

 
(5.6
)
 
(33.5
)%
Oil Sales Volumes (Bcfe)*
0.2

 

 
0.2

 
100.0
 %
Condensate Sales Volumes (Bcfe)*
1.0

 
2.8

 
(1.8
)
 
(64.3
)%
Total Utica Sales Volumes (Bcfe)*
83.0

 
90.8

 
(7.8
)
 
(8.6
)%
 
 
 
 
 
 
 
 
Average Sales Price - Gas (per Mcf)
$
2.29

 
$
1.52

 
$
0.77

 
50.7
 %
Gain on Commodity Derivative Instruments - Cash Settlement- Gas (per Mcf)
$
0.02

 
$
0.41

 
$
(0.39
)
 
(95.1
)%
Average Sales Price - NGLs (per Mcfe)*
$
4.20

 
$
2.49

 
$
1.71

 
68.7
 %
Average Sales Price - Oil (per Mcfe)*
$
7.31

 
$

 
$
7.31

 
100.0
 %
Average Sales Price - Condensate (per Mcfe)*
$
6.88

 
$
4.78

 
$
2.10

 
43.9
 %
 
 
 
 
 
 
 
 
Total Average Utica Sales Price (per Mcfe)
$
2.63

 
$
2.12

 
$
0.51

 
24.1
 %
Average Utica Lease Operating Expenses (per Mcfe)
0.23

 
0.25

 
(0.02
)
 
(8.0
)%
Average Utica Production, Ad Valorem, and Other Fees (per Mcfe)
0.06

 
0.05

 
0.01

 
20.0
 %
Average Utica Transportation, Gathering and Compression Costs (per Mcfe)
0.54

 
0.57

 
(0.03
)
 
(5.3
)%
Average Utica Depreciation, Depletion and Amortization Costs (per Mcfe)
1.02

 
0.94

 
0.08

 
8.5
 %
   Total Average Utica Costs (per Mcfe)
$
1.85

 
$
1.81

 
$
0.04

 
2.2
 %
   Average Margin for Utica (per Mcfe)
$
0.78

 
$
0.31

 
$
0.47

 
151.6
 %
*NGLs and Condensate are converted to Mcfe at the rate of one barrel equals six mcf based upon the approximate relative energy content of oil and natural gas, which is not indicative of the relationship of oil, NGLs, condensate, and natural gas prices.

The Utica segment had natural gas, NGLs and oil sales of $217 million for the year ended December 31, 2017 compared to $163 million for the year ended December 31, 2016 . The $54 million increase was primarily due to the 50.7% increase in average gas sales price, offset, in part, by the 8.6% decrease in total Utica sales volumes. The 7.8 Bcfe decrease in total Utica sales volumes primarily related to normal well declines in the wet gas joint venture production areas offset in part by increased production in the 100% CNX controlled dry Utica production areas resulting from the Company’s 2017 capital investments.



46



The increase in the total average Utica sales price was primarily due to the $0.77 increase in average gas sales price, offset, in part, by the $0.39 per Mcf decrease in the gain on commodity derivative instruments in the current period. The notional amounts associated with these financial hedges represented approximately 39.8 Bcf of the Company's produced Utica gas sales volumes for the year ended December 31, 2017 at an average gain of $0.04 per Mcf. For the year ended December 31, 2016 , these financial hedges represented approximately 31.6 Bcf at an average gain of $0.93 per Mcf.

Total operating costs and expenses for the Utica segment were $153 million for the year ended December 31, 2017 compared to $164 million for the year ended December 31, 2016 . The decrease in total dollars and increase in unit costs for the Utica segment are due to the following items:

Utica lease operating expense decrease d to $19 million for the year ended December 31, 2017 , compared to $22 million for the year ended December 31, 2016 . The decrease in total dollars was due to a reduction in repairs and maintenance costs and lower production volumes. The decrease in unit costs was due to the decrease in repairs and maintenance costs and a shift in production mix to lower cost dry Utica production.

Utica production, ad valorem, and other fees were $5 million for each of the years ended December 31, 2017 and December 31, 2016 . The increase in unit costs was due the decrease in total Utica sales volumes

Utica transportation, gathering and compression costs were $45 million for the year ended December 31, 2017 compared to $51 million for the year ended December 31, 2016 . The $6 million decrease in total dollars was primarily related to decreased gathering and processing fees associated with the decrease d Utica NGLs and gas sales volumes. The decrease in unit costs was due to the decrease in total Utica sales volumes, predominantly in the wet areas that require additional processing offset, in part, by the increase in the lower cost dry Utica production.

Depreciation, depletion and amortization costs attributable to the Utica segment were $84 million for the year ended December 31, 2017 compared to $86 million for the year ended December 31, 2016 . These amounts included depletion on a unit of production basis of $1.01 per Mcf and $0.93 per Mcf, respectively. The remaining depreciation, depletion and amortization costs were either recorded on a straight-line basis or related to gas well closing.

COALBED METHANE (CBM) SEGMENT

The CBM segment had earnings before income tax of $20 million for the year ended December 31, 2017 compared to earnings before income tax of $38 million for the year ended December 31, 2016 .
 
For the Years Ended December 31,
 
2017
 
2016
 
Variance
 
Percent
Change
CBM Gas Sales Volumes (Bcf)
65.4

 
69.0

 
(3.6
)
 
(5.2
)%
 
 
 
 
 
 
 
 
Average Sales Price - Gas (per Mcf)
$
3.19

 
$
2.53

 
$
0.66

 
26.1
 %
(Loss) Gain on Commodity Derivative Instruments - Cash Settlement- Gas (per Mcf)
$
(0.15
)
 
$
0.76

 
$
(0.91
)
 
(119.7
)%
 
 
 
 
 
 
 
 
Total Average CBM Sales Price (per Mcf)
$
3.05

 
$
3.29

 
$
(0.24
)
 
(7.3
)%
Average CBM Lease Operating Expenses (per Mcf)
0.39

 
0.36

 
0.03

 
8.3
 %
Average CBM Production, Ad Valorem, and Other Fees (per Mcf)
0.11

 
0.09

 
0.02

 
22.2
 %
Average CBM Transportation, Gathering and Compression Costs (per Mcf)
0.98

 
1.04

 
(0.06
)
 
(5.8
)%
Average CBM Depreciation, Depletion and Amortization Costs (per Mcf)
1.26

 
1.25

 
0.01

 
0.8
 %
   Total Average CBM Costs (per Mcf)
$
2.74

 
$
2.74

 
$

 
 %
   Average Margin for CBM (per Mcf)
$
0.31

 
$
0.55

 
$
(0.24
)
 
(43.6
)%

The CBM segment had natural gas sales of $209 million for the year ended December 31, 2017 compared to $175 million for the year ended December 31, 2016 . The $34 million increase was due to a 26.1% increase in the average gas sales price, offset, in part, by the 5.2% decrease in CBM gas sales volumes. The decrease in CBM sales volumes was primarily due to normal well declines and less drilling activity.



47



The total average CBM sales price decrease d $0.24 per Mcf due primarily to changes in fair value of the commodity derivative instruments resulting from the Company's hedging program. The notional amounts associated with these financial hedges represented approximately 56.3 Bcf of the Company's produced CBM sales volumes for the year ended December 31, 2017 at an average loss of $0.17 per Mcf. For the year ended December 31, 2016 , these financial hedges represented approximately 55.0 Bcf at an average gain of $0.95 per Mcf. The $0.91 per Mcf change in fair value of the commodity derivative instruments was offset, in part, by a $0.66 per Mcf increase in market prices.

Total operating costs and expenses for the CBM segment were $179 million for the year ended December 31, 2017 compared to $189 million for the year ended December 31, 2016 . The decrease in total dollars was due to the following items:
 
CBM lease operating expense remained consistent at $25 million for the years ended December 31, 2017 and December 31, 2016 . The increase in unit costs was due to the decrease in CBM gas sales volumes.

CBM production, ad valorem, and other fees were $7 million for the year ended December 31, 2017 compared to $6 million for the year ended December 31, 2016 . The $1 million increase was due to an increase in severance tax expense resulting from the increase in the average gas sales price, partially offset by the decrease in production volumes. Unit costs were negatively impacted by the increase in total average gas sales price which was offset, in part, by the decrease in CBM gas sales volumes.

CBM transportation, gathering and compression costs were $64 million for the year ended December 31, 2017 compared to $72 million for the year ended December 31, 2016 . The $8 million decrease was primarily related to a decrease in repairs and maintenance expense and power fees resulting from cost cutting measures implemented by management as well as a decrease in utilized firm transportation expense resulting from the decrease in CBM gas sales volumes. Unit costs were also positively impacted by the decrease in total dollars which was offset, in part, by the decrease in CBM gas sales volumes.

Depreciation, depletion and amortization costs attributable to the CBM segment were $83 million for the year ended December 31, 2017 compared to $86 million for the year ended December 31, 2016 . These amounts included depletion on a unit of production basis of $0.78 per Mcf and $0.82 per Mcf, respectively. The remaining depreciation, depletion and amortization costs were either recorded on a straight-line basis or related to gas well closing.



48



OTHER GAS SEGMENT
The Other Gas segment had earnings before income tax of $15 million for the year ended December 31, 2017 compared to a loss before income tax of $446 million for the year ended December 31, 2016 .
 
For the Years Ended December 31,
 
2017
 
2016
 
Variance
 
Percent
Change
Other Gas Sales Volumes (Bcf)
19.2

 
21.7

 
(2.5
)
 
(11.5
)%
Oil Sales Volumes (Bcfe)*
0.2

 
0.4

 
(0.2
)
 
(50.0
)%
Total Other Sales Volumes (Bcfe)*
19.4

 
22.1

 
(2.7
)
 
(12.2
)%
 
 
 
 
 
 
 
 
Average Sales Price - Gas (per Mcf)
$
2.69

 
$
1.79

 
$
0.90

 
50.3
 %
(Loss) Gain on Commodity Derivative Instruments - Cash Settlement- Gas (per Mcf)
$
(0.14
)
 
$
0.75

 
$
(0.89
)
 
(118.7
)%
Average Sales Price - Oil (per Mcfe)*
$
7.75

 
$
6.23

 
$
1.52

 
24.4
 %
 
 
 
 
 
 
 
 
Total Average Other Sales Price (per Mcfe)
$
2.62

 
$
2.61

 
$
0.01

 
0.4
 %
Average Other Lease Operating Expenses (per Mcfe)
0.63

 
0.69

 
(0.06
)
 
(8.7
)%
Average Other Production, Ad Valorem, and Other Fees (per Mcfe)
0.12

 
0.12

 

 
 %
Average Other Transportation, Gathering and Compression Costs (per Mcfe)
0.90

 
1.07

 
(0.17
)
 
(15.9
)%
Average Other Depreciation, Depletion and Amortization Costs (per Mcfe)
1.05

 
1.49

 
(0.44
)
 
(29.5
)%
   Total Average Other Costs (per Mcfe)
$
2.70

 
$
3.37

 
$
(0.67
)
 
(19.9
)%
   Average Margin for Other (per Mcfe)
$
(0.08
)
 
$
(0.76
)
 
$
0.68

 
89.5
 %

*Oil is converted to Mcfe at the rate of one barrel equals six mcf based upon the approximate relative energy content of oil and natural gas, which is not indicative of the relationship of oil and natural gas prices.

The Other Gas segment includes activity not assigned to the Marcellus, Utica, or CBM segments. This segment also includes purchased gas activity, unrealized gain or loss on commodity derivative instruments, exploration and production related other costs, impairment of exploration and production properties and other operational activity not assigned to a specific segment.

Other Gas sales volumes are primarily related to shallow oil and gas production. Natural gas, NGLs and oil sales related to the Other Gas segment were $53 million for the year ended December 31, 2017 compared to $ 40 million for the year ended December 31, 2016 . The increase in natural gas and oil sales resulted from the $0.90 per Mcf increase in average gas sales price. Total exploration and production costs related to these other sales were $56 million for the year ended December 31, 2017 compared to $78 million for the year ended December 31, 2016 . The decrease was primarily due to a decrease in depreciation, depletion and amortization costs as a result of certain assets becoming fully depreciated in the current period as well as the sale of Knox Energy in the second quarter of 2017 (See Note 3 - Acquisitions and Dispositions in the Notes to the  Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information).

The Other Gas segment recognized an unrealized gain on commodity derivative instruments of $248 million as well as cash settlements paid of $2 million for the year ended December 31, 2017 . For the year ended December 31, 2016 , the Company recognized an unrealized loss on commodity derivative instruments of $386 million as well as cash settlements received of $17 million. The unrealized gain/loss on commodity derivative instruments represents changes in the fair value of all of the Company's existing commodity hedges on a mark-to-market basis.

Purchased gas volumes represent volumes of gas purchased at market prices from third-parties and then resold in order to fulfill contracts with certain customers. Purchased gas sales revenues were $ 54 million for the year ended December 31, 2017 compared to $ 43 million for the year ended December 31, 2016 . Purchased gas costs were $53 million for the year ended December 31, 2017 compared to $43 million for the year ended December 31, 2016 . The period-to-period increase in purchased gas sales revenue was primarily due to the increase in market prices, as well as the increase in purchased gas sales volumes.


49



 
For the Years Ended December 31,
 
2017
 
2016
 
Variance
 
Percent
Change
Purchased Gas Sales Volumes (in billion cubic feet)
22.0

 
21.7

 
0.3

 
1.4
%
Average Sales Price (per Mcf)
$
2.44

 
$
1.99

 
$
0.45

 
22.6
%
Average Cost (per Mcf)
$
2.39

 
$
1.97

 
$
0.42

 
21.3
%

Other operating income was $69 million for the year ended December 31, 2017 compared to $65 million for the year ended December 31, 2016 . The $4 million increase was primarily due to the following items:
 
For the Years Ended December 31,
(in millions)
2017
 
2016
 
Variance
 
Percent
Change
Water Income
$
5

 
$
1

 
$
4

 
400.0
 %
Gathering Income
11

 
11

 

 
 %
Equity in Earnings of Affiliates
50

 
53

 
(3
)
 
(5.7
)%
Other
3

 

 
3

 
100.0
 %
Total Other Operating Income
$
69

 
$
65

 
$
4

 
6.2
 %

Water Income increase d $4 million due to increased sales of freshwater to third parties for hydraulic fracturing.
Equity in Earnings of Affiliates decrease d $3 million primarily due to a decrease in earnings from Buchanan Generation, LLC. 

Impairment of Exploration and Production Properties of $ 138 million for the year ended December 31, 2017 related to an impairment in the carrying value of Knox Energy in the first quarter of 2017. See Note 1 - Significant Accounting Policies in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information. No such impairments occurred in the prior year.
Exploration and production related other costs were $48 million for the year ended December 31, 2017 compared to $15 million for the year ended December 31, 2016 . The $33 million increase in costs is primarily related to the following items:
 
For the Years Ended December 31,
(in millions)
2017
 
2016
 
Variance
 
Percent
Change
Lease Expiration Costs
$
40

 
$
7

 
$
33

 
471.4
 %
Land Rentals
4

 
4

 

 
 %
Permitting Expense
1

 
2

 
(1
)
 
(50.0
)%
Other
3

 
2

 
1

 
50.0
 %
Total Exploration and Production Related Other Costs
$
48

 
$
15

 
$
33

 
220.0
 %

Lease Expiration Costs relate to leases where the primary term expired or will expire within the next 12 months. The $33 million increase in the period-to-period comparison is due to an increase in the number of leases that were allowed to expire in the year ended December 31, 2017 , or will expire within the next 12 months, because they were no longer in the Company's future drilling plan. Additionally, approximately $10 million of the $33 million increase is associated with leases which have ceased production.











 


50



Other operating expense was $ 112 million for the year ended December 31, 2017 compared to $89 million for the year ended December 31, 2016 . The $23 million increase in the period-to-period comparison was made up of the following items:
 
For the Years Ended December 31,
 
2017
 
2016
 
Variance
 
Percent
Change
Idle Rig Expense
$
41

 
$
33

 
$
8

 
24.2
%
Unutilized Firm Transportation and Processing Fees
50

 
37

 
13

 
35.1
%
Litigation Settlements
3

 
1

 
2

 
200.0
%
Severance Expense
1

 
1

 

 
%
Insurance Expense
3

 
3

 

 
%
Other
14

 
14

 

 
%
Total Other Operating Expense
$
112

 
$
89

 
$
23

 
25.8
%

Idle Rig Expense increase d $8 million due to the temporary idling of some of the Company's natural gas rigs. Additionally, the total idle rig expense increase d in the period-to-period comparison due to a settlement that was reached with a former joint-venture partner that resulted in CNX recording additional expense.
Unutilized Firm Transportation and Processing Fees represent pipeline transportation capacity obtained to enable gas production to flow uninterrupted as sales volumes increase, as well as additional processing capacity for NGLs. The increase in the period-to-period comparison was primarily due to the decrease in the utilization of capacity. The Company attempts to minimize this expense by releasing (selling) unutilized firm transportation capacity to other parties when possible and when beneficial. The revenue received when this capacity is released (sold) is included in Gathering Income in other operating income above.





51



Results of Operations: Year Ended December 31, 2016 Compared with the Year Ended December 31, 2015
Net Loss
CNX reported a net loss of $ 848 million , or a loss per diluted share of $ 3.70 , for the year ended December 31, 2016 , compared to a net loss of $ 375 million , or a loss of $ 1.64 per diluted share, for the year ended December 31, 2015 .
 
For the Years Ended December 31,
(Dollars in thousands)
2016
 
2015
 
Variance
Loss from Continuing Operations
$
(550,945
)
 
$
(650,198
)
 
$
99,253

(Loss) Income from Discontinued Operations, net
(297,157
)
 
275,313

 
(572,470
)
Net Loss
$
(848,102
)
 
$
(374,885
)
 
$
(473,217
)

CNX's principal activity is to produce pipeline quality natural gas for sale primarily to gas wholesalers. The Company's reportable segments are Marcellus Shale, Utica Shale, Coalbed Methane, and Other Gas.
 
CNX had a loss from continuing operations before income tax of $ 585 million for the year ended December 31, 2016 , compared to a loss from continuing operations before income tax of $ 931 million for the year ended December 31, 2015 . Included in the 2016 net loss before income tax was an unrealized loss on commodity derivative instruments of $386 million and a gain on sale of assets of $14 million. Included in the 2015 loss before income tax was a loss of $ 829 million primarily related to the impairment of the carrying value of CNX's shallow oil and natural gas assets due to depressed NYMEX forward strip prices (see Note 1 - Significant Accounting Policies in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information). The impairment loss was partially offset by an unrealized gain on commodity derivative instruments of $197 million and a gain on sale of assets of $61 million. See Note 3 - Acquisitions and Dispositions in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.

The following table presents a breakout of net liquid and natural gas sales information to assist in the understanding of the Company’s natural gas production and sales portfolio.
 
 
For the Years Ended December 31,
 in thousands (unless noted)
 
2016
 
2015
 
Variance
 
Percent
Change
LIQUIDS
 
 
 
 
 


 


NGLs:
 
 
 
 
 


 


Sales Volume (MMcfe)
 
40,260

 
33,180

 
7,080

 
21.3
 %
Sales Volume (Mbbls)
 
6,710

 
5,530

 
1,180

 
21.3
 %
Gross Price ($/Bbl)
 
$
14.52

 
$
12.30

 
$
2.22

 
18.0
 %
Gross Revenue
 
$
97,580

 
$
68,057

 
$
29,523

 
43.4
 %
 
 
 
 
 
 
 
 
 
Oil:
 
 
 
 
 
 
 
 
Sales Volume (MMcfe)
 
410

 
592

 
(182
)
 
(30.7
)%
Sales Volume (Mbbls)
 
68

 
99

 
(31
)
 
(31.3
)%
Gross Price ($/Bbl)
 
$
36.90

 
$
47.94

 
$
(11.04
)
 
(23.0
)%
Gross Revenue
 
$
2,521

 
$
4,736

 
$
(2,215
)
 
(46.8
)%
 
 
 
 
 
 
 
 
 
Condensate:
 
 
 
 
 
 
 
 
Sales Volume (MMcfe)
 
4,964

 
7,598

 
(2,634
)
 
(34.7
)%
Sales Volume (Mbbls)
 
827

 
1,266

 
(439
)
 
(34.7
)%
Gross Price ($/Bbl)
 
$
27.48

 
$
26.52

 
$
0.96

 
3.6
 %
Gross Revenue
 
$
22,748

 
$
33,586

 
$
(10,838
)
 
(32.3
)%
 
 
 
 
 
 
 
 
 
GAS
 
 
 
 
 
 
 
 
Sales Volume (MMcf)
 
348,753

 
287,287

 
61,466

 
21.4
 %
Sales Price ($/Mcf)
 
$
1.92

 
$
2.17

 
$
(0.25
)
 
(11.5
)%
Gross Revenue
 
$
670,823

 
$
622,080

 
$
48,743

 
7.8
 %
 
 
 
 
 
 
 
 
 
Hedging Impact ($/Mcf)
 
$
0.70

 
$
0.68

 
$
0.02

 
2.9
 %
Gain on Commodity Derivative Instruments - Cash Settlement
 
$
245,212

 
$
196,348

 
$
48,864

 
24.9
 %


52



Natural gas, NGLs, and oil sales were $793 million for the year ended December 31, 2016 , compared to $ 727 million for the year ended December 31, 2015 . The increase was primarily due to the 20.0% increase in total sales volumes, offset in part by the 11.5% decrease in the average gas sales price per Mcf without the impact of derivative instruments. The decrease in average sales price was the result of the overall decrease in general market prices.

Sales volumes, average sales price (including the effects of derivative instruments), and average costs for all active operations were as follows: 
 
For the Years Ended December 31,
 
2016
 
2015
 
Variance
 
Percent
Change
Sales Volumes (Bcfe)
394.4

 
328.7

 
65.7

 
20.0
 %
 
 
 
 
 
 
 
 
Average Sales Price (per Mcfe)
$
2.63

 
$
2.81

 
$
(0.18
)
 
(6.4
)%
Average Costs (per Mcfe)
2.32

 
2.62

 
(0.30
)
 
(11.5
)%
Average Margin
$
0.31

 
$
0.19

 
$
0.12

 
63.2
 %

The decrease in average sales price was primarily the result of a $0.25 Mcf decrease in general market prices in the Appalachian basin during the current period, as well as an overall decrease in natural gas liquids pricing. The increase was offset, in part, by a $0.02 Mcf increase in the realized gain on commodity derivative instruments related to the Company's hedging program.

Changes in the average costs per Mcfe were primarily related to the following items:
Depreciation, depletion, and amortization decreased on a per-unit basis primarily due to a reduction in Marcellus rates as a result of an increase in the Company's Marcellus reserves. See Note 7 - Property, Plant, and Equipment in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional details.
Lease operating expense decreased on a per unit basis in the period-to-period comparison due to a decrease in well tending costs and salt water disposal costs, as well as a decrease in both Company operated and joint venture operated repairs and maintenance costs.
Transportation, gathering, and compression expense decreased on a per unit basis in the period-to-period comparison due to the overall increase in sales volumes, the shift towards dry Utica Shale production which has lower gathering costs, and a decrease in pipeline and facility maintenance expense.

Certain costs and expenses such as selling, general and administrative, other expense, gain on sale of assets, loss on debt extinguishment, interest expense and income taxes are unallocated expenses and therefore are excluded from the per unit costs above as well as segment reporting. Below is a summary of these costs and expenses:

Selling, General and Administrative

SG&A costs include costs such as overhead, including employee wages and benefit costs, short-term incentive compensation, costs of maintaining our headquarters, audit and other professional fees, and legal compliance expenses. SG&A costs also includes noncash equity-based compensation expense.
SG&A costs were $105 million for the year ended December 31, 2016 , compared to $102 million for the year ended December 31, 2015 . SG&A costs increased due to an increase in short-term incentive compensation expense offset, in part, by a decrease in employee wages and benefit costs due to the Company reorganization that occurred in the second half of 2015 and first quarter of 2016, which resulted in an overall decrease in employees.
 












53



Other Expense
 
For the Years Ended December 31,
 (in millions)
2016
 
2015
 
Variance
 
Percent
Change
Other Income
 
 
 
 
 
 
 
Royalty Income
$
10

 
$

 
$
10

 
100.0
 %
Right of Way Sales
15

 
6

 
9

 
150.0
 %
Interest Income

 
2

 
(2
)
 
(100.0
)%
Other
4

 
4

 

 
 %
Total Other Income
$
29

 
$
12

 
$
17

 
141.7
 %
 
 
 
 
 
 
 
 
Other Expense
 
 
 
 
 
 
 
Bank Fees
$
13

 
$
13

 
$

 
 %
Severance
1

 
6

 
(5
)
 
(83.3
)%
Other Corporate Expense
15

 
17

 
(2
)
 
(11.8
)%
Other Land Rental Expense
5

 
14

 
(9
)
 
(64.3
)%
Total Other Expense
$
34

 
$
50

 
$
(16
)
 
(32.0
)%
 
 
 
 
 
 
 
 
       Total Other Expense
$
5

 
$
38

 
$
(33
)
 
(86.8
)%

Gain on Sale of Assets

CNX recognized a gain on sale of assets of $ 14 million in the year ended December 31, 2016 compared to a gain of $ 61 million in the year ended December 31, 2015 . The $ 47 million decrease was primarily due to sale of CNX's interest in its Western Allegheny Energy joint venture that occurred in the year ended December 31, 2015 . No individually significant transactions occurred in the year ended December 31, 2016 . See Note 3 - Acquisitions and Dispositions in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.

Loss on Debt Extinguishment

Loss on debt extinguishment of $ 68 million was recognized in the year ended December 31, 2015 due to the purchase of a portion of the 8.25% senior notes due in April 2020 and the 6.375% senior notes due in March 2021.

Interest Expense
    
Interest expense of $ 182 million was recognized in the year ended December 31, 2016 , compared to $ 199 million in the year ended December 31, 2015 . The $ 17 million decrease was primarily due to the Company's revolving credit facility having no outstanding borrowings during the year ended December 31, 2016 , compared to $ 952 million of outstanding borrowings at December 31, 2015 . This decrease was also due to the partial payoff of the 2020 and 2021 bonds during the year ended December 31, 2015 .

Income Taxes

The effective income tax rate for continuing operations was 6.0 % for the year ended December 31, 2016 , compared to 30.2 % for the year ended December 31, 2015 . During the year ended December 31, 2016 , CNX settled a Federal audit of the years 2010-2013 and received a favorable private letter ruling from the IRS related to bonus depreciation. Overall, the Company received approximately $21 million in refunds during 2016. Some of the factors contributing to the refunds received during 2016 put pressure on deferred tax assets related to alternative minimum tax credits. Although these credits never expire, management could not demonstrate sufficient positive evidence to ensure realizability of these assets in the foreseeable future and as a result, the Company recorded a valuation allowance of $167 million at December 31, 2016. An additional $38 million valuation allowance was recorded at December 31, 2016 against state deferred tax assets, as well as federal charitable contributions and foreign tax credit carry-forwards.



54



See Note 5 - Income Taxes in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.

 
For the Years Ended December 31,
 
2016
 
2015
 
Variance
 
Percent
Change
Total Company Loss Before Income Tax
$
(585
)
 
$
(931
)
 
$
346

 
(37.2
)%
Income Tax Benefit
$
(34
)
 
$
(280
)
 
$
246

 
(87.7
)%
Effective Income Tax Rate
6.0
%
 
30.2
%
 
(24.2
)%
 
 

TOTAL OPERATING SEGMENT ANALYSIS for the year ended December 31, 2016 compared to the year ended December 31, 2015 :
CNX operating segments had a loss before income tax of $308 million for the year ended December 31, 2016 compared to a loss before income tax of $585 million for the year ended December 31, 2015 . Variances by individual operating segment are discussed below.
 
For the Year Ended
 
Difference to Year Ended
 
December 31, 2016
 
December 31, 2015
 (in millions)
Marcellus
 
Utica
 
CBM
 
Other
Gas
 
Total
 
Marcellus
 
Utica
 
CBM
 
Other
Gas
 
Total
Natural Gas, NGLs and Oil Sales
$
415

 
$
163

 
$
175

 
$
40

 
$
793

 
$
36

 
$
70

 
$
(27
)
 
$
(13
)
 
$
66

Gain (Loss) on Commodity Derivative Instruments
147

 
29

 
52

 
(369
)
 
(141
)
 
46

 
23

 
(15
)
 
(588
)
 
(534
)
Purchased Gas Sales

 

 

 
43

 
43

 

 

 

 
29

 
29

Other Operating Income

 

 

 
65

 
65

 

 

 

 

 

Total Revenue and Other Operating Income
562

 
192

 
227

 
(221
)
 
760

 
82

 
93

 
(42
)
 
(572
)
 
(439
)
Lease Operating Expense
34

 
22

 
25

 
15

 
96

 
(10
)
 

 
(8
)
 
(8
)
 
(26
)
Production, Ad Valorem, and Other Fees
17

 
5

 
6

 
3

 
31

 
(1
)
 
3

 
(1
)
 

 
1

Transportation, Gathering and Compression
228

 
51

 
72

 
23

 
374

 
28

 
16

 
(13
)
 

 
31

Depreciation, Depletion and Amortization
211

 
86

 
86

 
37

 
420

 
49

 
27

 
2

 
(30
)
 
48

Impairment of Exploration and Production Properties

 

 

 

 

 

 

 

 
(829
)
 
(829
)
Exploration and Production Related Other Costs

 

 

 
15

 
15

 

 

 

 
5

 
5

Purchased Gas Costs

 

 

 
43

 
43

 

 

 

 
32

 
32

Other Operating Expense

 

 

 
89

 
89

 

 

 

 
22

 
22

Total Operating Costs and Expenses
490

 
164

 
189

 
225

 
1,068

 
66

 
46

 
(20
)
 
(808
)
 
(716
)
Earnings (Loss) Before Income Tax
$
72

 
$
28

 
$
38

 
$
(446
)
 
$
(308
)
 
$
16

 
$
47

 
$
(22
)
 
$
236

 
$
277




55



MARCELLUS SEGMENT
The Marcellus segment had earnings before income tax of $72 million for the year ended December 31, 2016 compared to earnings before income tax of $56 million for the year ended December 31, 2015 .
 
For the Years Ended December 31,
 
2016
 
2015
 
Variance
 
Percent
Change
Marcellus Gas Sales Volumes (Bcf)
186.8

 
149.4

 
37.4

 
25.0
 %
NGLs Sales Volumes (Bcfe)*
23.5

 
19.0

 
4.5

 
23.7
 %
Condensate Sales Volumes (Bcfe)*
2.2

 
3.9

 
(1.7
)
 
(43.6
)%
Total Marcellus Sales Volumes (Bcfe)*
212.5

 
172.3

 
40.2

 
23.3
 %
 
 
 
 
 
 
 
 
Average Sales Price - Gas (per Mcf)
$
1.87

 
$
2.09

 
$
(0.22
)
 
(10.5
)%
Gain on Commodity Derivative Instruments - Cash Settlement- Gas (per Mcf)
$
0.79

 
$
0.67

 
$
0.12

 
17.9
 %
Average Sales Price - NGLs (per Mcfe)*
$
2.38

 
$
2.54

 
$
(0.16
)
 
(6.3
)%
Average Sales Price - Condensate (per Mcfe)*
$
4.32

 
$
5.02

 
$
(0.70
)
 
(13.9
)%
 
 
 
 
 
 
 
 
Total Average Marcellus Sales Price (per Mcfe)
$
2.64

 
$
2.79

 
$
(0.15
)
 
(5.4
)%
Average Marcellus Lease Operating Expenses (per Mcfe)
0.16

 
0.26

 
(0.10
)
 
(38.5
)%
Average Marcellus Production, Ad Valorem, and Other Fees (per Mcfe)
0.08

 
0.10

 
(0.02
)
 
(20.0
)%
Average Marcellus Transportation, Gathering and Compression Costs (per Mcfe)
1.07

 
1.16

 
(0.09
)
 
(7.8
)%
Average Marcellus Depreciation, Depletion and Amortization Costs (per Mcfe)
0.99

 
0.94

 
0.05

 
5.3
 %
   Total Average Marcellus Costs (per Mcfe)
$
2.30

 
$
2.46

 
$
(0.16
)
 
(6.5
)%
   Average Margin for Marcellus (per Mcfe)
$
0.34

 
$
0.33

 
$
0.01

 
3.0
 %
* NGLs and Condensate are converted to Mcfe at the rate of one barrel equals six Mcf based upon the approximate relative energy content of oil and natural gas, which is not indicative of the relationship of oil, NGLs, condensate, and natural gas prices.

The Marcellus segment had natural gas, NGLs and oil sales of $415 million for the year ended December 31, 2016 compared to $379 million for the year ended December 31, 2015 . The $36 million increase was primarily due to a 23.3% increase in total Marcellus sales volumes, partially offset by a 10.5% decrease in the average gas sales price in the period-to-period comparison. The increase in total sales volumes was primarily due to additional wells coming on-line in the current year, as well as the termination of the Marcellus Joint Venture that CNX had with Noble Energy in 2016. See Note 7 - Property, Plant and Equipment in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional details. The joint venture termination was effective October 1st, 2016 and resulted in additional production for the fourth quarter of 2016, as well as the applicable sales and production costs.

The decrease in the total average Marcellus sales price was primarily the result of the $0.22 per Mcf decrease in gas market prices, along with a $0.03 per Mcf decrease in the uplift from NGLs and condensate sales volumes, when excluding the impact of hedging. These decrease s were offset, in part, by a $0.12 per Mcf increase in the gain on commodity derivative instruments resulting from the Company's hedging program. The increase in the gain was due to an increase in volumes hedged and lower market prices. The notional amounts associated with these financial hedges represented approximately 160.8 Bcf of the Company's produced Marcellus gas sales volumes for the year ended December 31, 2016 at an average gain of $0.92 per Mcf. For the year ended December 31, 2015 , these financial hedges represented approximately 90.3 Bcf at an average gain of $1.09 per Mcf.

Total operating costs and expenses for the Marcellus segment were $490 million for the year ended December 31, 2016 compared to $424 million for the year ended December 31, 2015 . The increase in total dollars and decrease in unit costs for the Marcellus segment are due to the following items:

Marcellus lease operating expense was $34 million for the year ended December 31, 2016 compared to $44 million for the year ended December 31, 2015 . The decrease in total dollars was primarily due to a reduction in employee related costs, well tending costs and repairs and maintenance expense in the current period. The reduction in employee related costs was primarily due to the company reorganization that occurred in the second half of 2015 and the first quarter of 2016. The decrease in unit costs


56



was primarily due to the 23.3% increase in total Marcellus sales volumes, along with the decreased total dollars described above. The decreases were offset, in part, by an increase in salt water disposal costs in the period-to-period comparison.

Marcellus production, ad valorem, and other fees were $17 million for the year ended December 31, 2016 compared to $18 million for the year ended December 31, 2015 . The decrease in total dollars was primarily due to the decrease in total average Marcellus sales price, offset, in part, by the increase in total Marcellus sales volumes.

Marcellus transportation, gathering and compression costs were $228 million for the year ended December 31, 2016 compared to $200 million for the year ended December 31, 2015 . The $28 million increase in total dollars was primarily related to an increase in the CNXM gathering fee due to the increase in total Marcellus sales volumes (see Note 20 - Related Party Transactions in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information), an increase in processing fees associated with natural gas liquids primarily due to the 23.7% increase in NGLs sales volumes, and an increase in utilized firm transportation expense. The decrease in unit costs was due to the increase in total Marcellus sales volumes, offset, in part, by the increase in total dollars.

Depreciation, depletion and amortization costs attributable to the Marcellus segment were $211 million for the year ended December 31, 2016 compared to $162 million for the year ended December 31, 2015 driven primarily by the overall increase in production. These amounts included depreciation on a unit of production basis of $0.98 per Mcf and $0.92 per Mcf, respectively. The remaining depreciation, depletion and amortization costs were either recorded on a straight-line basis or related to gas well closing.

UTICA SEGMENT

The Utica segment had earnings before income tax of $28 million for the year ended December 31, 2016 compared to a loss before income tax of $19 million for the year ended December 31, 2015 .
 
For the Years Ended December 31,
 
2016
 
2015
 
Variance
 
Percent
Change
Utica Gas Sales Volumes (Bcf)
71.3

 
38.3

 
33.0

 
86.2
 %
NGLs Sales Volumes (Bcfe)*
16.7

 
14.1

 
2.6

 
18.4
 %
Oil Sales Volumes (Bcfe)*

 
0.1

 
(0.1
)
 
(100.0
)%
Condensate Sales Volumes (Bcfe)*
2.8

 
3.7

 
(0.9
)
 
(24.3
)%
Total Utica Sales Volumes (Bcfe)*
90.8

 
56.2

 
34.6

 
61.6
 %
 
 
 
 
 
 
 
 
Average Sales Price - Gas (per Mcf)
$
1.52

 
$
1.52

 
$

 
 %
Gain on Commodity Derivative Instruments - Cash Settlement- Gas (per Mcf)
$
0.41

 
$
0.17

 
$
0.24

 
141.2
 %
Average Sales Price - NGLs (per Mcfe)*
$
2.49

 
$
1.39

 
$
1.10

 
79.1
 %
Average Sales Price - Oil (per Mcfe)*
$

 
$
6.58

 
$
(6.58
)
 
(100.0
)%
Average Sales Price - Condensate (per Mcfe)*
$
4.78

 
$
3.79

 
$
0.99

 
26.1
 %
 
 
 
 
 
 
 
 
Total Average Utica Sales Price (per Mcfe)
$
2.12

 
$
1.75

 
$
0.37

 
21.1
 %
Average Utica Lease Operating Expenses (per Mcfe)
0.25

 
0.39

 
(0.14
)
 
(35.9
)%
Average Utica Production, Ad Valorem, and Other Fees (per Mcfe)
0.05

 
0.04

 
0.01

 
25.0
 %
Average Utica Transportation, Gathering and Compression Costs (per Mcfe)
0.57

 
0.61

 
(0.04
)
 
(6.6
)%
Average Utica Depreciation, Depletion and Amortization Costs (per Mcfe)
0.94

 
1.06

 
(0.12
)
 
(11.3
)%
   Total Average Utica Costs (per Mcfe)
$
1.81

 
$
2.10

 
$
(0.29
)
 
(13.8
)%
   Average Margin for Utica (per Mcfe)
$
0.31

 
$
(0.35
)
 
$
0.66

 
188.6
 %
*NGLs and Condensate are converted to Mcfe at the rate of one barrel equals six mcf based upon the approximate relative energy content of oil and natural gas, which is not indicative of the relationship of oil, NGLs, condensate, and natural gas prices.

The Utica segment had natural gas, NGLs and oil sales of $163 million for the year ended December 31, 2016 compared to $93 million for the year ended December 31, 2015 . The $70 million increase was primarily due to the 61.6% increase in total


57



Utica sales volumes. The 34.6 Bcfe increase in total Utica sales volumes was due to additional wells coming on-line, primarily in dry Utica areas, in 2016.

The increase in the total average Utica sales price was primarily due to a $0.24 per Mcf increase in the gain on commodity derivative instruments in 2016, as well as a $0.16 per Mcf increase in the uplift from NGLs and condensate sales volumes. The increase in the hedging gain was due to an increase in the volumes hedged that were designated as Utica volumes. Financial hedges represented approximately 31.6 Bcf of the Company's produced Utica gas sales volumes for the year ended December 31, 2016 at an average gain of $0.93 per Mcf. For the year ended December 31, 2015 , these financial hedges represented approximately 5.9 Bcf at an average gain of $1.08 per Mcf.

Total operating costs and expenses for the Utica segment were $164 million for the year ended December 31, 2016 compared to $118 million for the year ended December 31, 2015 . The increase in total dollars and decrease in unit costs for the Utica segment was due to the following items:

Utica lease operating expense remained flat at $ 22 million for each of the years ended December 31, 2016 and December 31, 2015 . The decrease in unit costs was primarily due to the 61.6% increase in total Utica sales volumes.

Utica production, ad valorem, and other fees were $5 million for the year ended December 31, 2016 compared to $2 million for the year ended December 31, 2015 . The increase in total dollars was primarily due to the 61.6% increase in total Utica sales volumes. The increase in unit costs was also due to a credit received from a joint venture partner in the 2015 period, related to an over-billing of ad valorem taxes.

Utica transportation, gathering and compression costs were $ 51 million for the year ended December 31, 2016 compared to $35 million for the year ended December 31, 2015 . The $ 16 million increase in total dollars was primarily related to increased gathering and processing fees associated with the increase d Utica NGLs and gas sales volumes. The decrease in unit costs was due to the increase in total Utica sales volumes, predominantly dry Utica, which was offset, in part, by the increase in total dollars.

Depreciation, depletion and amortization costs attributable to the Utica segment were $ 86 million for the year ended December 31, 2016 compared to $59 million for the year ended December 31, 2015 driven primarily by the overall increase in production. These amounts included depreciation on a unit of production basis of $0.93 per Mcf and $1.05 per Mcf, respectively. The remaining depreciation, depletion and amortization costs were either recorded on a straight-line basis or related to gas well closing.    

COALBED METHANE (CBM) SEGMENT
The CBM segment had earnings before income tax of $ 38 million for the year ended December 31, 2016 compared to earnings before income tax of $60 million for the year ended December 31, 2015 .
 
For the Years Ended December 31,
 
2016
 
2015
 
Variance
 
Percent
Change
CBM Gas Sales Volumes (Bcf)
69.0

 
74.9

 
(5.9
)
 
(7.9
)%
 
 
 
 
 
 
 
 
Average Sales Price - Gas (per Mcf)
$
2.53

 
$
2.70

 
$
(0.17
)
 
(6.3
)%
Gain on Commodity Derivative Instruments - Cash Settlement- Gas (per Mcf)
$
0.76

 
$
0.90

 
$
(0.14
)
 
(15.6
)%
 
 
 
 
 
 
 
 
Total Average CBM Sales Price (per Mcf)
$
3.29

 
$
3.60

 
$
(0.31
)
 
(8.6
)%
Average CBM Lease Operating Expenses (per Mcf)
0.36

 
0.44

 
(0.08
)
 
(18.2
)%
Average CBM Production, Ad Valorem, and Other Fees (per Mcf)
0.09

 
0.10

 
(0.01
)
 
(10.0
)%
Average CBM Transportation, Gathering and Compression Costs (per Mcf)
1.04

 
1.13

 
(0.09
)
 
(8.0
)%
Average CBM Depreciation, Depletion and Amortization Costs (per Mcf)
1.25

 
1.13

 
0.12

 
10.6
 %
   Total Average CBM Costs (per Mcf)
$
2.74

 
$
2.80

 
$
(0.06
)
 
(2.1
)%
   Average Margin for CBM (per Mcf)
$
0.55

 
$
0.80

 
$
(0.25
)
 
(31.3
)%

The CBM segment had natural gas sales of $ 175 million for the year ended December 31, 2016 compared to $202 million for the year ended December 31, 2015 . The $27 million decrease was primarily due to a 6.3% decrease in the average gas sales


58



price, as well as a 7.9% decrease in CBM gas sales volumes. The decrease in CBM sales volumes was primarily due to normal well declines and less drilling activity.

The total average CBM sales price decrease d $0.31 per Mcf due primarily to a $0.17 per Mcf decrease in gas market prices, as well as a $0.14 per Mcf decrease in the gain on commodity derivative instruments resulting from the Company's hedging program. The notional amounts associated with these financial hedges represented approximately 55.0 Bcf of the Company's produced CBM sales volumes for the year ended December 31, 2016 at an average gain of $0.95 per Mcf. For the year ended December 31, 2015 , these financial hedges represented approximately 57.5 Bcf at an average gain of $1.17 per Mcf.

Total operating costs and expenses for the CBM segment were $189 million for the year ended December 31, 2016 compared to $209 million for the year ended December 31, 2015 . The decrease in total dollars and decrease in unit costs for the CBM segment were due to the following items:
 
CBM lease operating expense was $25 million for the year ended December 31, 2016 compared to $33 million for the year ended December 31, 2015 . The decrease in total dollars was primarily related to a decrease in contractual services related to well tending, a decrease in repairs and maintenance expense, a decrease in employee related costs, and a decrease in salt water disposal costs. The decrease in unit costs was due to the decrease in total dollars, partially offset by the decrease in CBM gas sales volumes.

CBM production, ad valorem, and other fees were $6 million for the year ended December 31, 2016 compared to $7 million for the year ended December 31, 2015 . The $1 million decrease was due to a decrease in severance tax expense resulting from the decrease in both gas sales volumes and average sales price. Unit costs were positively impacted by the decrease in total average CBM sales price which was offset, in part, by the decrease in CBM gas sales volumes.

CBM transportation, gathering and compression costs were $72 million for the year ended December 31, 2016 compared to $85 million for the year ended December 31, 2015 . The $13 million decrease was primarily related to a decrease in repairs and maintenance, power and utilized firm transportation expense resulting from the decrease in CBM gas sales volumes. Unit costs were also positively impacted by the decrease in total dollars which was offset, in part, by the decrease in CBM gas sales volumes.
 
Depreciation, depletion and amortization costs attributable to the CBM segment were $86 million for the year ended December 31, 2016 compared to $84 million for the year ended December 31, 2015 . These amounts included depletion on a unit of production basis of $0.82 per Mcf and $0.73 per Mcf, respectively. The remaining depreciation, depletion and amortization costs were either recorded on a straight-line basis or related to gas well closing.



59



OTHER GAS SEGMENT

The Other Gas segment had a loss before income tax of $446 million for the year ended December 31, 2016 compared to a loss before income tax of $682 million for the year ended December 31, 2015 .
 
For the Years Ended December 31,
 
2016
 
2015
 
Variance
 
Percent
Change
Other Gas Sales Volumes (Bcf)
21.7

 
24.7

 
(3.0
)
 
(12.1
)%
Oil Sales Volumes (Bcfe)*
0.4

 
0.5

 
(0.1
)
 
(20.0
)%
Total Other Sales Volumes (Bcfe)*
22.1

 
25.2

 
(3.1
)
 
(12.3
)%
 
 
 
 
 
 
 
 
Average Sales Price - Gas (per Mcf)
$
1.79

 
$
2.03

 
$
(0.24
)
 
(11.8
)%
Gain on Commodity Derivative Instruments - Cash Settlement- Gas (per Mcf)
$
0.75

 
$
0.88

 
$
(0.13
)
 
(14.8
)%
Average Sales Price - Oil (per Mcfe)*
$
6.23

 
$
8.15

 
$
(1.92
)
 
(23.6
)%
 
 
 
 
 
 
 
 
Total Average Other Sales Price (per Mcfe)
$
2.61

 
$
3.03

 
$
(0.42
)
 
(13.9
)%
Average Other Lease Operating Expenses (per Mcfe)
0.69

 
0.90

 
(0.21
)
 
(23.3
)%
Average Other Production, Ad Valorem, and Other Fees (per Mcfe)
0.12

 
0.14

 
(0.02
)
 
(14.3
)%
Average Other Transportation, Gathering and Compression Costs (per Mcfe)
1.07

 
0.96

 
0.11

 
11.5
 %
Average Other Depreciation, Depletion and Amortization Costs (per Mcfe)
1.49

 
2.34

 
(0.85
)
 
(36.3
)%
   Total Average Other Costs (per Mcfe)
$
3.37

 
$
4.34

 
$
(0.97
)
 
(22.4
)%
   Average Margin for Other (per Mcfe)
$
(0.76
)
 
$
(1.31
)
 
$
0.55

 
42.0
 %

*Oil is converted to Mcfe at the rate of one barrel equals six Mcf based upon the approximate relative energy content of oil and natural gas, which is not indicative of the relationship of oil and natural gas prices.

The Other Gas segment includes activity not assigned to the Marcellus, Utica, or CBM segments. This segment also includes purchased gas activity, unrealized gain or loss on commodity derivative instruments, exploration and production related other costs, impairment of exploration and production properties and other operational activity not assigned to a specific segment.

Other Gas sales volumes are primarily related to shallow oil and gas production. Natural gas, NGLs and oil sales related to the Other Gas segment were $40 million for the year ended December 31, 2016 compared to $53 million for the year ended December 31, 2015 . The decrease in natural gas and oil sales primarily related to the $0.24 per Mcf decrease in average gas sales price as well as the 12.1% decrease in Other Gas sales volumes. Total exploration and production costs related to these other sales were $78 million for the year ended December 31, 2016 compared to $116 million for the year ended December 31, 2015 . The decrease was primarily due to a decrease in depreciation, depletion and amortization related costs related to the adjustment to the Company's shallow oil and gas rates after an impairment in the carrying value was recognized in the second quarter of 2015 (see Note 1 - Significant Accounting Policies in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information), as well as a decrease in lease operating expense due to a decrease in employee related costs.

The Other Gas segment recognized an unrealized loss on commodity derivative instruments of $386 million as well as cash settlements received of $17 million for the year ended December 31, 2016 . For the year ended December 31, 2015 , the Company recognized an unrealized gain on commodity derivative instruments of $197 million as well as cash settlements received of $22 million. The unrealized loss/gain on commodity derivative instruments represented changes in the fair value of all of the Company's existing commodity hedges on a mark-to-market basis.

Purchased gas volumes represent volumes of gas purchased at market prices from third-parties and then resold in order to fulfill contracts with certain customers. Purchased gas sales were $43 million for the year ended December 31, 2016 compared to $14 million for the year ended December 31, 2015 . Purchased gas costs were $43 million for the year ended December 31, 2016 compared to $11 million for the year ended December 31, 2015 . The period-to-period increase in purchased gas sales was due to the increase in purchased gas sales, offset, in part, by the decrease in market prices.


60



 
For the Years Ended December 31,
 
2016
 
2015
 
Variance
 
Percent
Change
Purchased Gas Sales Volumes (in billion cubic feet)
21.7

 
6.8

 
14.9

 
219.1
 %
Average Sales Price (per Mcf)
$
1.99

 
$
2.14

 
$
(0.15
)
 
(7.0
)%
Average Cost (per Mcf)
$
1.97

 
$
1.59

 
$
0.38

 
23.9
 %

Other operating income was $65 million for each of the years ended December 31, 2016 and December 31, 2015 . Other operating income consisted of the following items:
 
For the Years Ended December 31,
(in millions)
2016
 
2015
 
Variance
 
Percent
Change
Equity in Earnings of Affiliates
$
53

 
$
55

 
$
(2
)
 
(3.6
)%
Gathering Income
11

 
10

 
1

 
10.0
 %
Water Income
1

 

 
1

 
100.0
 %
Total Other Operating Income
$
65

 
$
65

 
$

 
 %
Impairment of exploration and production properties of $829 million for the year ended December 31, 2015 related to the write down of the Company's shallow oil and gas asset values in June 2015. See Note 1- Significant Accounting Policies in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information. No such write downs occurred in the year ended December 31, 2016 .

Exploration and production related other costs were $15 million for the year ended December 31, 2016 compared to $10 million for the year ended December 31, 2015 . The $5 million increase is due to the following items:
 
For the Years Ended December 31,
(in millions)
2016
 
2015
 
Variance
 
Percent
Change
Lease Expiration Costs
$
7

 
$
4

 
$
3

 
75.0
 %
Permitting Expense
2

 
1

 
1

 
100.0
 %
Land Rentals
4

 
5

 
(1
)
 
(20.0
)%
Other
2

 

 
2

 
100.0
 %
Total Exploration and Production Related Other Costs
$
15

 
$
10

 
$
5

 
50.0
 %

Lease Expiration Costs increase d by $3 million in the period-to-period comparison, primarily due to an increase in the number of leases allowed to expire in the year ended December 31, 2016 as compared to the year ended December 31, 2015 .














61



Other operating expense was $89 million for the year ended December 31, 2016 compared to $67 million for the year ended December 31, 2015 . The $22 million increase in the period-to-period comparison was made up of the following items:
 
For the Years Ended December 31,
(in millions)
2016
 
2015
 
Variance
 
Percent
Change
Idle Rig Expense
$
33

 
$
19

 
$
14

 
73.7
 %
Unutilized Firm Transportation and Processing Fees
37

 
33

 
4

 
12.1
 %
Insurance Expense
3

 
3

 

 
 %
Litigation Settlements
1

 
2

 
(1
)
 
(50.0
)%
Severance Expense
1

 
5

 
(4
)
 
(80.0
)%
Other
14

 
5

 
9

 
180.0
 %
Total Other Operating Expense
$
89

 
$
67

 
$
22

 
32.8
 %

Idle Rig Expense is related to temporary idling of some of the Company's natural gas rigs. The total idle rig expense increased in the period-to-period comparison due to unfavorable market conditions in the first half of the year ended December 31, 2016 .
Unutilized Firm Transportation and Processing Fees represent pipeline transportation capacity obtained to enable gas production to flow uninterrupted as sales volumes increase, as well as additional processing capacity for NGLs. The increase in the period-to-period comparison was primarily due to the decrease in the utilization of capacity. The Company attempts to minimize this expense by releasing (selling) unutilized firm transportation capacity to other parties when possible and when beneficial. The revenue received when this capacity is released (sold) is included in Gathering Income in other operating income above.
Severance Expense decrease d $4 million in the period-to-period comparison primarily due to the Company reorganization that occurred in the third quarter of 2015. The Company also had a first quarter 2016 reorganization that was less significant.






62



Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, estimates and assumptions that affect reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities in the Consolidated Financial Statements and at the date of the financial statements. See Note 1-Significant Accounting Policies in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for further discussion. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making the judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates on an on-going basis. Actual results could differ from those estimates upon subsequent resolution of identified matters. Management believes that the estimates utilized are reasonable. The following critical accounting policies are materially impacted by judgments, assumptions and estimates used in the preparation of the Consolidated Financial Statements.
Salaried Pension
Liabilities and expenses for pension are determined using actuarial methodologies and incorporate significant assumptions, including the interest rate used to discount the future estimated liability and several assumptions relating to the employee workforce (salary increases, retirement age, and mortality).
The interest rate used to discount future estimated liabilities is determined using a Company-specific yield curve model (above-mean) developed with the assistance of an external actuary. The Company-specific yield curve uses a subset of the expanded bond universe to determine the Company-specific discount rate. Bonds used in the yield curve are rated AA by Moody’s or Standard & Poor’s as of the measurement date. The yield curve model parallels the plans’ projected cash flows.

Asset Retirement Obligations

Accounting for Asset Retirement Obligations requires that the fair value of an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The present value of the estimated asset retirement costs is capitalized as part of the carrying amount of the long-lived asset. Asset retirement obligations primarily relate to the closure of gas wells and the reclamation of land upon exhaustion of gas reserves. Changes in the variables used to calculate the liabilities can have a significant effect on the gas well closing liability. The amounts of assets and liabilities recorded are dependent upon a number of variables, including the estimated future retirement costs, estimated proved reserves, assumptions involving profit margins, inflation rates and the assumed credit-adjusted risk-free interest rate.

The Company believes that the accounting estimates related to asset retirement obligations are “critical accounting estimates” because the Company must assess the expected amount and timing of asset retirement obligations.  In addition, the Company must determine the estimated present value of future liabilities.  Future results of operations for any particular quarterly or annual period could be materially affected by changes in the Company’s assumptions.

Income Taxes

Deferred tax assets and liabilities are recognized using enacted tax rates for the estimated future tax effects of temporary differences between the book and tax basis of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion of the deferred tax asset will not be realized. All available evidence, both positive and negative, must be considered in determining the need for a valuation allowance. At December 31, 2017 , CNX has deferred tax assets in excess of deferred tax liabilities of approximately $92 million . At December 31, 2017 , CNX had a valuation allowance of $137 million on deferred tax assets.

CNX evaluates all tax positions taken on the state and federal tax filings to determine if the position is more likely than not to be sustained upon examination. For positions that meet the more likely than not to be sustained criteria, an evaluation to determine the largest amount of benefit, determined on a cumulative probability basis that is more likely than not to be realized upon ultimate settlement is determined. A previously recognized tax position is reversed when it is subsequently determined that a tax position no longer meets the more likely than not threshold to be sustained. The evaluation of the sustainability of a tax position and the probable amount that is more likely than not is based on judgment, historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results of these estimates, that are not readily apparent from other sources, form the basis for recognizing an uncertain tax liability. Actual results could differ from those estimates upon subsequent resolution of identified matters. CNX has $38 million of uncertain tax liabilities at December 31, 2017 .



63



The Company believes that accounting estimates related to income taxes are “critical accounting estimates” because the Company must assess the likelihood that deferred tax assets will be recovered from future taxable income and exercise judgment regarding the amount of financial statement benefit to record for uncertain tax positions.  When evaluating whether or not a valuation allowance must be established on deferred tax assets, the Company exercises judgment in determining whether it is more likely than not (a likelihood of more than 50%) that some portion or all of the deferred tax assets will not be realized. The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of the evidence, a valuation allowance is needed, including carrybacks, tax planning strategies, reversal of deferred tax assets and liabilities and forecasted future taxable income. In making the determination related to uncertain tax positions, the Company considers the amounts and probabilities of the outcomes that could be realized upon ultimate settlement of an uncertain tax position using the facts, circumstances and information available at the reporting date to establish the appropriate amount of financial statement benefit. To the extent that an uncertain tax position or valuation allowance is established or increased or decreased during a period, the Company must include an expense or benefit within tax expense in the income statement.  Future results of operations for any particular quarterly or annual period could be materially affected by changes in the Company’s assumptions.

Stock-Based Compensation

The fair value of each restricted stock unit awarded is equivalent to the closing market price of a share of the Company's stock on the date of the grant. The fair value of each performance share unit is determined by a Monte Carlo simulation method. The fair value of each option is determined using the Black-Scholes option pricing model. All outstanding performance stock options are fully vested.

The Company believes that the accounting estimates related to share-based compensation are “critical accounting estimates” because they may change from period to period based on changes in assumptions about factors affecting the ultimate payout of awards, including the number of awards to ultimately vest and the market price and volatility of the Company’s common stock.  Future results of operations for any particular quarterly or annual period could be materially affected by changes in the Company’s assumptions. See Note 13 - Stock-Based Compensation in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information regarding the Company’s share-based compensation.

Contingencies

CNX is currently involved in certain legal proceedings. The Company has accrued our estimate of the probable costs for the resolution of these claims. This estimate has been developed in consultation with legal counsel involved in the defense of these matters and is based upon the nature of the lawsuit, progress of the case in court, view of legal counsel, prior experience in similar matters, and management's intended response. Future results of operations for any particular quarter or annual period could be materially affected by changes in our assumptions or the outcome of these proceedings. Legal fees associated with defending these various lawsuits and claims are expensed when incurred.

The Company believes that the accounting estimates related to contingencies are “critical accounting estimates” because the Company must assess the probability of loss related to contingencies. In addition, the Company must determine the estimated present value of future liabilities. Future results of operations for any particular quarterly or annual period could be materially affected by changes in the Company’s assumptions. See Note 18 - Commitments and Contingent Liabilities in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for more information.

Derivative Instruments

CNX enters into financial derivative instruments to manage exposure to natural gas and oil price volatility. We measure every derivative instrument at fair value and record them on the balance sheet as either an asset or liability. Changes in fair value of derivatives are recorded currently in earnings unless special hedge accounting criteria are met. For derivatives designated as fair value hedges, the changes in fair value of both the derivative instrument and the hedged item are recorded in earnings. Prior to December 31, 2014, the effective portions of changes in fair value of derivatives designated as cash flow hedges were reported in other comprehensive income or loss and reclassified into earnings in the same period or periods which the forecasted transaction affected earnings. The ineffective portions of hedges were recognized in earnings in the current year.

The Company believes that the accounting estimates related to derivative instruments are “critical accounting estimates” because the Company’s financial condition and results of operations can be significantly impacted by changes in the market value of the Company’s derivative instruments due to the volatility of natural gas prices. Future results of operations for any particular quarterly or annual period could be materially affected by changes in the Company’s assumptions.




64



Natural Gas, NGL, Condensate and Oil Reserve ("Natural Gas Reserve") Values

Proved oil and gas reserves, as defined by SEC Regulation S-X Rule 4-10, are those quantities of oil and gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs and under existing economic conditions, operating methods and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation.

There are numerous uncertainties inherent in estimating quantities and values of economically recoverable natural gas reserves, including many factors beyond our control. As a result, estimates of economically recoverable natural gas reserves are by their nature uncertain. Information about our reserves consists of estimates based on engineering, economic and geological data assembled and analyzed by our staff. Our natural gas reserves are reviewed by independent experts each year. Some of the factors and assumptions which impact economically recoverable reserve estimates include:


geological conditions;
historical production from the area compared with production from other producing areas;
the assumed effects of regulations and taxes by governmental agencies;
assumptions governing future prices; and
future operating costs.

Each of these factors may in fact vary considerably from the assumptions used in estimating reserves. For these reasons, estimates of the economically recoverable quantities of gas attributable to a particular group of properties, and classifications of these reserves based on risk of recovery and estimates of future net cash flows, may vary substantially. Actual production, revenues and expenditures with respect to our reserves will likely vary from estimates, and these variances may be material. See "Risk Factors" in Item 1A of this report for a discussion of the uncertainties in estimating our reserves.

The Company believes that the accounting estimate related to oil and gas reserves is a “critical accounting estimate” because the Company must periodically reevaluate proved reserves along with estimates of future production rates, production costs and the estimated timing of development expenditures. Future results of operations and strength of the balance sheet for any particular quarterly or annual period could be materially affected by changes in the Company’s assumptions. See " Impairment of Long-lived Assets " below for additional information regarding the Company’s oil and gas reserves.

Impairment of Long-lived Assets:

The carrying values of the Company's proved oil and gas properties are reviewed for impairment whenever events or changes in circumstances indicate that a property’s carrying amount may not be recoverable. Impairment tests require that the Company first compare future undiscounted cash flows by asset group to their respective carrying values. If the carrying amount exceeds the estimated undiscounted future cash flows, a reduction of the carrying amount of the natural gas properties to their estimated fair values is required, which is determined based on discounted cash flow techniques using a market-specific weighted average cost of capital. During the year ended December 31, 2015, certain of the Company’s proved properties, primarily shallow oil and gas assets, failed the undiscounted cash flow portion of the test. After performing the discounted cash flow portion of the test, CNX recorded an impairment of $824,742 in the Impairment of Exploration and Production Properties in the Consolidated Statements of Income. See Note 1 - Significant Accounting Policies in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for more information.

In February 2017, the Company approved a plan to sell subsidiaries Knox Energy LLC and Coalfield Pipeline Company (collectively, "Knox"). As part of the required evaluation under the held for sale guidance, Knox's book value was evaluated and it was determined that the approximate fair value less costs to sell Knox was less than the carrying value of the net assets to be sold. The resulting impairment of $137,865 was included in Impairment of Exploration and Production Properties in the Consolidated Statements of Income. See Note 1 - Significant Accounting Policies in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for more information.

There were no other impairments related to proved properties in the years ended December 31, 2017, 2016 or 2015.

CNX evaluates capitalized costs of unproved gas properties for recoverability on a prospective basis. Indicators of potential impairment include potential shifts in business strategy, overall economic factors and historical experience. If it is determined that the properties will not yield proved reserves, the related costs are expensed in the period the determination is made. For the year ended December 31, 2015, unproved property impairments related to the determination that the properties will not yield proved


65



reserves were $4,163 and are included in Impairment of Exploration and Production Properties in the Consolidated Statements of Income. See Note 1 - Significant Accounting Policies in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for more information.

There were no other impairments related to unproved properties in the years ended December 31, 2017, 2016 or 2015.

Liquidity and Capital Resources

CNX generally has satisfied its working capital requirements and funded its capital expenditures and debt service obligations with cash generated from operations and proceeds from borrowings. On June 18, 2014, CNX entered into a five year Credit Agreement for a $2.0 billion senior secured revolving credit facility, which expires on June 18, 2019. The facility is secured by substantially all of the assets of CNX and certain of its subsidiaries. In November 2017, the facility was amended to allow for the spin-off of the Company's coal business. At that time, the lenders' commitments to the facility were reduced from $2.0 billion to $1.5 billion and the borrowing base remained unchanged from $2.0 billion , including a $650 million letters of credit aggregate sub-limit. CNX can request an additional $500 million increase in the aggregate borrowing limit amount. Fees and interest rate spreads are based on the percentage of facility utilization, measured quarterly. Availability under the facility is limited to a borrowing base, which is determined by the lenders syndication agent and approved by the required number of lenders in good faith by calculating a value of CNX's proved gas reserves. The facility includes a minimum interest coverage ratio covenant of no less than 2.50 to 1.00, measured quarterly. The interest coverage ratio is calculated as the ratio of Adjusted EBITDA to cash interest expense of CNX and certain of its subsidiaries. The interest coverage ratio was 4.01 to 1.00 at December 31, 2017 . Adjusted EBITDA, as used in the covenant calculation, excludes non-cash compensation expenses, non-recurring transaction expenses, extraordinary gains and losses, gains and losses on discontinued operations, gains and losses on debt extinguishment and includes cash distributions received from affiliates, plus pro-rata earnings from material acquisitions. The facility also includes a minimum current ratio covenant of no less than 1.00 to 1.00, measured quarterly. The minimum current ratio is calculated as the ratio of current assets, plus revolver availability, to current liabilities excluding borrowings under the revolver. The current ratio was 4.78 to 1.00 at December 31, 2017 . Affirmative and negative covenants in the facility limit the Company's ability to dispose of assets, make investments, purchase or redeem CNX common stock, pay dividends, merge with another corporation and amend, modify or restate the senior unsecured notes. The credit facility allows unlimited investments in joint ventures for the development and operation of natural gas gathering systems. At December 31, 2017 , the facility had no borrowings outstanding and $239 million letters of credit outstanding, leaving $1,261 million of unused capacity. From time to time, CNX is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies' statutes and regulations. CNX sometimes uses letters of credit to satisfy these requirements and these letters of credit reduce the Company's borrowing facility capacity.

The April 2016 facility amendment requires that the Company must: (i) prepay outstanding loans under the revolving credit facility to the extent that cash on hand exceeds $150 million for two consecutive business days; (ii) mortgage 85% of its proved reserves and 80% of its proved developed producing reserves, in each case, which are included in the borrowing base; (iii) maintain applicable deposit, securities and commodities accounts with the lenders or affiliates thereof; and (iv) enter into control agreements with respect to such applicable accounts. In addition, the Company pledged the equity interest it holds in CNX Gathering, LLC, and CNX Midstream Partners, LP as collateral to secure loans under the credit agreement.
Uncertainty in the financial markets brings additional potential risks to CNX. These risks include declines in the Company's stock price, less availability and higher costs of additional credit, potential counterparty defaults, and commercial bank failures. Financial market disruptions may impact the Company's collection of trade receivables. As a result, CNX regularly monitors the creditworthiness of its customers and counterparties and manages credit exposure through payment terms, credit limits, prepayments and security. CNX believes that its current group of customers is financially sound and represents no abnormal business risk.

CNX believes that cash generated from operations, asset sales and the Company's borrowing capacity will be sufficient to meet the Company's working capital requirements, anticipated capital expenditures (other than major acquisitions), scheduled debt payments, anticipated dividend payments and to provide required letters of credit. Nevertheless, the ability of CNX to satisfy its working capital requirements, to service its debt obligations, to fund planned capital expenditures, or to pay dividends will depend upon future operating performance, which will be affected by prevailing economic conditions in the natural gas industry and other financial and business factors, some of which are beyond CNX's control.
In order to manage the market risk exposure of volatile natural gas prices in the future, CNX enters into various physical natural gas supply transactions with both gas marketers and end users for terms varying in length. CNX has also entered into various natural gas and NGL swap and option transactions, which exist parallel to the underlying physical transactions. The fair value of these contracts was a net asset of $60 million at December 31, 2017 and a net liability of $188 million at December 31, 2016 . The Company has not experienced any issues of non-performance by derivative counterparties.


66




CNX frequently evaluates potential acquisitions. CNX has funded acquisitions with cash generated from operations and a variety of other sources, depending on the size of the transaction, including debt and equity financing. There can be no assurance that additional capital resources, including debt and equity financing, will be available to CNX on terms which CNX finds acceptable, or at all.

Cash Flows (in millions)
 
For the Years Ended December 31,
 
2017
 
2016
 
Change
Cash provided by operating activities
$
649

 
$
464

 
$
185

Cash (used in) provided by investing activities
$
(222
)
 
$
487

 
$
(709
)
Cash provided by (used in) financing activities
$
36

 
$
(970
)
 
$
1,006


Cash provided by operating activities changed in the period-to-period comparison primarily due to the following items:

Net income (loss) increased $1,229 million in the period-to-period comparison.
Adjustments to reconcile net income (loss) to cash provided by operating activities primarily consisted of a $634 million net change in commodity derivative instruments, a $219 million change in deferred income taxes, and a $174 million change in the gain on the sale of assets. These adjustments were offset, in part, by a $138 million impairment in the carrying value of Knox Energy (see Note 1 - Significant Accounting Policies in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for more information) and a $19 million change in discontinued operations primarily related to the spin-off of its coal business (see Note 2 - Discontinued Operations in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for more information).

Cash (used in) provided by investing activities changed in the period-to-period comparison primarily due to the following items:

Capital expenditures increased $460 million in the period-to-period comparison primarily due to increased expenditures in both the Marcellus and Utica Shale plays resulting from increased drilling and completions activity.
Proceeds from the sale of assets increased $154 million primarily due to proceeds of $322 million related to the sale of approximately 35,900 net undeveloped acres in Ohio, Pennsylvania, and West Virginia, proceeds of $24 million related to the sale of approximately 22,000 acres in Colorado and proceeds of $19 million related to the sale of Knox Energy in the current period (See Note 3 - Acquisitions and Dispositions in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for more information). In the year ended December 31, 2016, proceeds of $213 million were received related to the separation of the Marcellus Shale joint venture with Noble Energy.
Net Distributions from (Investments in) Equity Affiliates decreased $31 million in the period-to-period comparison primarily due to distributions of $25 million received from CNXM and distributions of $14 million from CNX Gathering LLC in the year ended December 31, 2017. During the year ended December 31, 2016, $70 million was received in connection with equity affiliate CNXM acquiring an additional 25% interest in CNX Midstream DevCo I LP, commonly referred to as the "Anchor Systems." See Note 20 - Related Party Transactions in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.
Discontinued Operations changed $372 million primarily related to the spin-off of CONSOL Energy, Inc. (See Note 2 - Discontinued Operations in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information).

Cash provided by (used in) financing activities changed in the period-to-period comparison primarily due to the following items:

In the year ended December 31, 2016, CNX made payments on the senior secured credit facility of $952 million. No such payments were made in the year ended December 31, 2017.
In the year ended December 31, 2017, CNX received proceeds of $425 million related to the spin-off of its coal business. See Note 2 - Discontinued Operations in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.
In the year ended December 31, 2017, CNX had net payments of $144 million related to the partial extinguishment of the 2022 bonds, $74 million related to the extinguishment of the 2020 bonds and $21 million related to the extinguishment of the 2021 bonds. See Note 10 - Long-Term Debt in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.


67



In the year ended December 31, 2017, CNX repurchased $103 million of its common stock on the open market. No repurchases were made in the year ended December 31, 2016.

The following is a summary of the Company's significant contractual obligations at December 31, 2017 (in thousands):
 
 
Payments due by Year
 
Less Than
1 Year
 
1-3 Years
 
3-5 Years
 
More Than
5 Years
 
Total
Purchase Order Firm Commitments
$
45,562

 
$
7,347

 
$
394

 
$

 
$
53,303

Gas Firm Transportation and Processing
135,741

 
257,426

 
237,231

 
513,744

 
1,144,142

Long-Term Debt
263

 
(174
)
 
1,704,963

 
499,773

 
2,204,825

Interest on Long-Term Debt
140,217

 
280,418

 
234,489

 
19,999

 
675,123

Capital (Finance) Lease Obligations
6,848

 
13,877

 
6,471

 

 
27,196

Interest on Capital (Finance) Lease Obligations
1,714

 
2,024

 
236

 

 
3,974

Operating Lease Obligations
7,497

 
11,899

 
10,816

 
41,433

 
71,645

Long-Term Liabilities—Employee Related (a)
332

 
573

 
569

 
579

 
2,053

Other Long-Term Liabilities (b)
183,915

 
45,111

 
10,626

 
178,768

 
418,420

Total Contractual Obligations (c)
$
522,089

 
$
618,501

 
$
2,205,795

 
$
1,254,296

 
$
4,600,681

 _________________________
(a)
Employee related long-term liabilities includes work-related injuries and illnesses. Estimated salaried retirement contributions required to meet minimum funding standards under ERISA are excluded from the pay-out table due to the uncertainty regarding amounts to be contributed. CNX does not expect to contribute to the pension in 2017.
(b)
Other long-term liabilities include gas well closure and other long-term liability costs.
(c)
The significant obligation table does not include obligations to taxing authorities due to the uncertainty surrounding the ultimate settlement of amounts and timing of these obligations.

Debt
At December 31, 2017 , CNX had total long-term debt and capital lease obligations of $2,232 million outstanding, including the current portion of long-term debt of $7 million . This long-term debt consisted of:
An aggregate principal amount of $1,706 million of 5.875% senior unsecured notes due in April 2022 plus $3 million of unamortized bond premium. Interest on the notes is payable April 15 and October 15 of each year. Payment of the principal and interest on the notes is guaranteed by most of CNX's subsidiaries.
An aggregate principal amount of $500 million of 8.00% senior unsecured notes due in April 2023 less $5 million of unamortized bond discount. Interest on the notes is payable April 1 and October 1 of each year. Payment of the principal and interest on the notes is guaranteed by most of CNX's subsidiaries.
An aggregate principal amount of $0.5 million on a note maturing in March 2018.
An aggregate principal amount of $27 million of capital leases with a weighted average interest rate of 7.01%  per annum.

At December 31, 2017 , CNX had no borrowings outstanding and approximately $239 million of letters of credit outstanding under the $1.5 billion senior secured revolving credit facility.


68



Total Equity and Dividends
CNX had total equity of $3,900 million at December 31, 2017 compared to $3,941 million at December 31, 2016 . See the Consolidated Statements of Stockholders' Equity in Item 8 of this Form 10-K for additional details.
The declaration and payment of dividends by CNX is subject to the discretion of CNX's Board of Directors, and no assurance can be given that CNX will pay dividends in the future. CNX's Board of Directors determines whether dividends will be paid quarterly. CNX suspended its quarterly dividend in March 2016 to further reflect the Company's increased emphasis on growth. The determination to pay dividends in the future will depend upon, among other things, general business conditions, CNX's financial results, contractual and legal restrictions regarding the payment of dividends by CNX, planned investments by CNX, and such other factors as the Board of Directors deems relevant. The Company's credit facility limits CNX's ability to pay dividends in excess of an annual rate of $0.50 per share when the Company's leverage ratio exceeds 3.50 to 1.00 and subject to an aggregate amount up to a cumulative credit calculation set forth in the facility. The total leverage ratio was 4.08 to 1.00 and the cumulative credit was approximately $389 million at December 31, 2017 . The credit facility does not permit dividend payments in the event of default. The indentures to the 2022 and 2023 notes limit dividends to $0.50 per share annually unless several conditions are met. These conditions include no defaults, ability to incur additional debt and other payment limitations under the indentures. There were no defaults in the year ended December 31, 2017 .
On January 23, 2018 the Board of Directors of CNX Midstream GP LLC, the general partner of CNX Midstream Partners LP, announced the declaration of a cash distribution of $0.3133 per unit with respect to the fourth quarter of 2017. The distribution will be made on February 14, 2018 to unitholders of record as of the close of business on February 5, 2018. The distribution, which equates to an annual rate of $1.2532 per unit, represents an increase of 3.6% over the prior quarter, and an increase of 15% over the distribution paid with respect to the fourth quarter of 2016.

Off-Balance Sheet Transactions
CNX does not maintain off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources which are not disclosed in the Notes to the Audited Consolidated Financial Statements. CNX uses a combination of surety bonds, corporate guarantees and letters of credit to secure the Company's financial obligations for employee-related, environmental, performance and various other items which are not reflected on the Consolidated Balance Sheet at December 31, 2017 . Management believes these items will expire without being funded. See Note 18 - Commitments and Contingencies in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional details of the various financial guarantees that have been issued by CNX.
Recent Accounting Pronouncements
    
In May 2017, the Financial Accounting Standards Board (FASB) issued Update 2017-09 - Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting, which reduces diversity in practice and cost and complexity when applying the guidance in this Topic to a change to the terms or conditions of a share-based payment award. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in the Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and should be applied prospectively to an award modification on or after the adoption date. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.
In March 2017, the FASB issued Update 2017-07 - Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which improves the presentation of net periodic pension cost and net periodic postretirement benefit cost. The amendments in the Update require that an employer report the service cost component in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented separately from the service cost component and outside a subtotal of income from operations, if one is presented. Because CNX does not present an income from operations subtotal, that requirement is not applicable. Additionally, the Company's service cost component is deemed immaterial, and therefore, the other components of net benefit cost will not be presented separately. For public entities, the amendments in the Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted as of the beginning of a fiscal year for which financial statements have not been issued. The adoption of this guidance is not expected to have an impact on the Company's financial statements.



69



In August 2016, the FASB issued Update 2016-15 - Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments relate to debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, and beneficial interests in securitization transactions. The Update also states that, in the absence of specific guidance for cash receipts and payments that have aspects of more than one class of cash flows, an entity should classify each separately identifiable source or use within the cash receipts and payments on the basis of their nature in financing, investing, or operating activities. In situations in which cash receipts or payments cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant source or use of cash flows for the item. The amendments in the Update will be applied using a retrospective transition method to each period presented and, for public entities, are effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years.The adoption of this guidance is not expected to have an impact on the Company's financial statements.

In May 2014, the FASB issued Update 2014-09, Revenue from Contracts with Customers. The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  In August 2015, the FASB issued ASU No. 2015-14 Revenue from Contracts with Customers - Deferral of the Effective Date which approved a one year deferral of ASU No. 2014-09 for annual reporting periods beginning after December 15, 2017. During the fourth quarter of 2017, the Company substantially completed its detailed review of the impact of the standard on each of its contracts. The Company adopted the ASUs using the modified retrospective method of adoption on January 1, 2018 and did not require an adjustment to the opening balance of equity. The Company does not expect the standard to have a significant impact on its results of operations, liquidity or financial position in 2018. The Company implemented processes to ensure new contracts are reviewed for the appropriate accounting treatment and generate the disclosures required under the new standard. Additional disclosures will be required to describe the nature, amount, timing and uncertainty of revenue and cash flows from contracts with customers including disaggregation of revenue and remaining performance obligations, beginning with our Form 10-Q for the three months ended March 31, 2018.

In February 2016, the FASB issued Update 2016-02 - Leases (Topic 842), which increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Update 2016-02 does retain a distinction between finance leases and operating leases, which is substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. Retaining this distinction allows the recognition, measurement and presentation of expenses and cash flows arising from a lease to not significantly change from previous GAAP. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities, but to recognize lease expense on a straight-line basis over the lease term. For both financing and operating leases, the right-to-use asset and lease liability will be initially measured at the present value of the lease payments in the statement of financial position.The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. CNX is currently reviewing all existing leases and agreements that are covered by this standard and will continue to evaluate the impact on the financial statements and related disclosures.


70



ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In addition to the risks inherent in operations, CNX is exposed to financial, market, political and economic risks. The following discussion provides additional detail regarding CNX's exposure to the risks of changing commodity prices, interest rates and foreign exchange rates.

CNX is exposed to market price risk in the normal course of selling natural gas. CNX uses fixed-price contracts, options and derivative commodity instruments to minimize exposure to market price volatility in the sale of natural gas and NGLs. Under our risk management policy, it is not our intent to engage in derivative activities for speculative purposes.

CNX has established risk management policies and procedures to strengthen the internal control environment of the marketing of commodities produced from its asset base. All of the derivative instruments without other risk assessment procedures are held for purposes other than trading. They are used primarily to mitigate uncertainty, volatility and cover underlying exposures. The Company's market risk strategy incorporates fundamental risk management tools to assess market price risk and establish a framework in which management can maintain a portfolio of transactions within pre-defined risk parameters.

CNX believes that the use of derivative instruments, along with our risk assessment procedures and internal controls, mitigates our exposure to material risks. However, the use of derivative instruments without other risk assessment procedures could materially affect the Company's results of operations depending on market prices. Nevertheless, we believe that use of these instruments will not have a material adverse effect on our financial position or liquidity.

For a summary of accounting policies related to derivative instruments, see Note 1—Significant Accounting Policies in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K.
At December 31, 2017 , our open derivative instruments were in a net asset position with a fair value of $60 million , and at December 31, 2016 our open derivative instruments were in a net liability position with a fair value of $188 million . A sensitivity analysis has been performed to determine the incremental effect on future earnings related to open derivative instruments at December 31, 2017 and 2016 . A hypothetical 10 percent increase in future natural gas prices would have decreased the fair value by $323 million and $255 million at December 31, 2017 and 2016 , respectively. A hypothetical 10 percent decrease in future natural gas prices would have increased the fair value by $321 million and $251 million at December 31, 2017 and 2016 , respectively.
The Company's interest expense is sensitive to changes in the general level of interest rates in the United States. At December 31, 2017 and 2016 , CNX had $2,214 million and $2,456 million , respectively, aggregate principal amount of debt outstanding under fixed-rate instruments, including unamortized debt issuance costs of $18 million and $23 million , respectively, and no debt outstanding under variable-rate instruments. The Company's primary exposure to market risk for changes in interest rates relates to the revolving credit facility, under which there were no borrowings at December 31, 2017 or 2016 , so a hypothetical 100 basis-point increase in the average rate for the Company's revolving credit facility would not impact pre-tax future earnings.
All of the Company's transactions are denominated in U.S. dollars, and, as a result, it does not have material exposure to currency exchange-rate risks.






















71




Natural Gas Hedging Volumes

As of January 15, 2018, the Company's hedged volumes for the periods indicated are as follows:
 
For the Three Months Ended
 
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
Total Year
2018 Fixed Price Volumes
 
 
 
 
 
 
 
 
 
Hedged Bcf
98.4

 
95.8

 
96.8

 
97.6

 
388.6

Weighted Average Hedge Price per Mcf
$
2.79

 
$
2.77

 
$
2.77

 
$
2.77

 
$
2.77

2019 Fixed Price Volumes
 
 
 
 
 
 
 
 
 
Hedged Bcf
67.3

 
68.1

 
68.8

 
68.8

 
273.0

Weighted Average Hedge Price per Mcf
$
2.74

 
$
2.74

 
$
2.74

 
$
2.74

 
$
2.74

2020 Fixed Price Volumes
 
 
 
 
 
 
 
 
 
Hedged Bcf
49.9

 
49.3

 
49.9

 
49.9

 
198.3*

Weighted Average Hedge Price per Mcf
$
2.85

 
$
2.77

 
$
2.77

 
$
2.75

 
$
2.78

2021 Fixed Price Volumes
 
 
 
 
 
 
 
 
 
Hedged Bcf
41.0

 
41.5

 
42.0

 
42.0

 
166.5

Weighted Average Hedge Price per Mcf
$
2.62

 
$
2.62

 
$
2.62

 
$
2.62

 
$
2.62

2022 Fixed Price Volumes
 
 
 
 
 
 
 
 
 
Hedged Bcf
37.8

 
38.2

 
38.7

 
38.7

 
153.4

Weighted Average Hedge Price per Mcf
$
2.83

 
$
2.83

 
$
2.83

 
$
2.83

 
$
2.83

*Quarterly volumes do not add to annual volumes in as much as a discrete condition in individual quarters, where basis hedge volumes exceed NYMEX hedge volumes, does not exist for the year taken as a whole.


72




ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 
 
Page
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Income for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016, 2015
Notes to the Audited Consolidated Financial Statements



73



Report of Independent Registered Public Accounting Firm


To the Stockholders and the Board of Directors of CNX Resources Corporation and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of CNX Resources Corporation and Subsidiaries (the Company) as of December 31, 2017 and 2016 , and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2017 , and the related notes and financial statement schedule listed in the Index at Item 15 (a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2017 and 2016 , and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2017 , in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017 , based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 7, 2018 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2008.

Pittsburgh, Pennsylvania
February 7, 2018










74



CNX RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
For the Years Ended December 31,
 
2017
 
2016
 
2015
Revenue and Other Operating Income:
 
 
 
 
 
Natural Gas, NGLs and Oil Sales
$
1,125,224

 
$
793,248

 
$
726,921

Gain (Loss) on Commodity Derivative Instruments
206,930

 
(141,021
)
 
392,942

Purchased Gas Sales
53,795

 
43,256

 
14,450

Other Operating Income
69,182

 
64,485

 
64,424

Total Revenue and Other Operating Income
1,455,131

 
759,968

 
1,198,737

Costs and Expenses:
 
 
 
 
 
Operating Expense
 
 
 
 
 
Lease Operating Expense
88,932

 
96,434

 
121,847

Transportation, Gathering and Compression
382,865

 
374,350

 
343,403

Production, Ad Valorem, and Other Fees
29,267

 
31,049

 
30,438

Depreciation, Depletion and Amortization
412,036

 
419,939

 
371,783

Exploration and Production Related Other Costs
48,074

 
14,522

 
10,119

Purchased Gas Costs
52,597

 
42,717

 
10,721

Impairment of Exploration and Production Properties
137,865

 

 
828,905

Selling, General and Administrative Costs
93,211

 
104,843

 
102,270

Other Operating Expense
112,369

 
88,754

 
65,858

Total Operating Expense
1,357,216

 
1,172,608

 
1,885,344

Other (Income) Expense
 
 
 
 
 
Other Expense
3,825

 
4,783

 
38,226

Gain on Sale of Assets
(188,063
)
 
(14,270
)
 
(61,148
)
Loss on Debt Extinguishment
2,129

 

 
67,751

Interest Expense
161,443

 
182,195

 
199,121

Total Other (Income) Expense
(20,666
)
 
172,708

 
243,950

Total Costs and Expenses
1,336,550

 
1,345,316

 
2,129,294

Income (Loss) from Continuing Operations Before Income Tax
118,581

 
(585,348
)
 
(930,557
)
Income Tax Benefit
(176,458
)
 
(34,403
)
 
(280,359
)
Income (Loss) from Continuing Operations
295,039

 
(550,945
)
 
(650,198
)
Income (Loss) from Discontinued Operations, net
85,708

 
(297,157
)
 
275,313

Net Income (Loss)
$
380,747

 
$
(848,102
)
 
$
(374,885
)




















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


75




CNX RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(CONTINUED)
 
For the Years Ended December 31,
(Dollars in thousands, except per share data)
2017
 
2016
 
2015
Earnings (Loss) Per Share
 
 
 
 
 
Basic
 
 
 
 
 
Income (Loss) from Continuing Operations
$
1.29

 
$
(2.40
)
 
$
(2.84
)
Income (Loss) from Discontinued Operations
0.37

 
(1.30
)
 
1.20

Total Basic Earnings (Loss) Per Share
$
1.66

 
$
(3.70
)
 
$
(1.64
)
Dilutive
 
 
 
 
 
Income (Loss) from Continuing Operations
$
1.28

 
$
(2.40
)
 
$
(2.84
)
Income (Loss) from Discontinued Operations
0.37

 
(1.30
)
 
1.20

Total Dilutive Earnings (Loss) Per Share
$
1.65

 
$
(3.70
)
 
$
(1.64
)
 
 
 
 
 
 
Dividends Declared Per Share
$

 
$
0.01

 
$
0.145



CNX RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
 
 
 
 
 
 
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
Net Income (Loss)
$
380,747

 
$
(848,102
)
 
$
(374,885
)
Other Comprehensive Income (Loss):
 
 
 
 
 
Actuarially Determined Long-Term Liability Adjustments (Net of tax: ($7,365), $16,281, 53,252)
12,228

 
(33,226
)
 
(86,447
)
Reclassification of Cash Flow Hedges from Other Comprehensive Income to Earnings (Net of tax: $-, $25,011, $45,054)

 
(43,470
)
 
(78,051
)
 
 
 
 
 
 
Other Comprehensive Income (Loss)
12,228

 
(76,696
)
 
(164,498
)
 
 
 
 
 
 
Comprehensive Income (Loss)
$
392,975

 
$
(924,798
)
 
$
(539,383
)











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



76




CNX RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

 
 
 
 
 
December 31,
2017
 
December 31,
2016
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and Cash Equivalents
$
509,167

 
$
46,299

Accounts and Notes Receivable:
 
 
 
Trade
156,817

 
124,514

Other Receivables
48,908

 
51,145

Supplies Inventories
10,742

 
15,301

Recoverable Income Taxes
31,523

 
114,481

Prepaid Expenses
95,347

 
75,576

Current Assets of Discontinued Operations (Note 2)

 
198,823

Total Current Assets
852,504

 
626,139

Property, Plant and Equipment (Note 7):
 
 
 
Property, Plant and Equipment
9,316,495

 
9,183,959

Less—Accumulated Depreciation, Depletion and Amortization
3,526,742

 
3,214,984

Property, Plant and Equipment of Discontinued Operations, Net (Note 2)

 
2,171,464

Total Property, Plant and Equipment—Net
5,789,753

 
8,140,439

Other Assets:
 
 
 
Investment in Affiliates
197,921

 
190,964

Other
91,735

 
95,515

Other Assets of Discontinued Operations (Note 2)

 
126,634

Total Other Assets
289,656

 
413,113

TOTAL ASSETS
$
6,931,913

 
$
9,179,691























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


77



CNX RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
 
December 31,
2017
 
December 31,
2016
LIABILITIES AND EQUITY
 
 
 
Current Liabilities:
 
 
 
Accounts Payable
$
211,161

 
$
157,102

Current Portion of Long-Term Debt (Note 10 and Note 11)
7,111

 
7,924

Other Accrued Liabilities (Note 9)
223,407

 
389,641

Current Liabilities of Discontinued Operations (Note 2)

 
385,347

Total Current Liabilities
441,679

 
940,014

Long-Term Debt:
 
 
 
Long-Term Debt (Note 10)
2,187,026

 
2,421,168

Capital Lease Obligations (Note 11)
20,347

 
27,262

Long-Term Debt of Discontinued Operations (Note 2)

 
313,639

Total Long-Term Debt
2,207,373

 
2,762,069

Deferred Credits and Other Liabilities:
 
 
 
Deferred Income Taxes (Note 5)
44,373

 
105,096

Asset Retirement Obligations (Note 6)
198,768

 
195,704

Salary Retirement (Note 12)
34,748

 
32,546

Other
105,073

 
138,059

Deferred Credits and Other Liabilities of Discontinued Operations (Note 2)

 
1,065,315

Total Deferred Credits and Other Liabilities
382,962

 
1,536,720

TOTAL LIABILITIES
3,032,014

 
5,238,803

Stockholders’ Equity:
 
 
 
Common Stock, $0.01 Par Value; 500,000,000 Shares Authorized, 223,743,322 Issued and Outstanding at December 31, 2017; 229,443,008 Issued and Outstanding at December 31, 2016
2,241

 
2,298

Capital in Excess of Par Value
2,450,323

 
2,460,864

Preferred Stock, 15,000,000 Shares Authorized, None Issued and Outstanding

 

Retained Earnings
1,455,811

 
1,727,789

Accumulated Other Comprehensive Loss
(8,476
)
 
(392,556
)
Total CNX Resources Corporation Stockholders’ Equity
3,899,899

 
3,798,395

 Noncontrolling Interest

 
142,493

TOTAL EQUITY
3,899,899

 
3,940,888

TOTAL LIABILITIES AND EQUITY
$
6,931,913

 
$
9,179,691













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


78



CNX RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Dollars in thousands, except per share data)
 
 
Common
Stock
 
Capital in
Excess
of Par
Value
 
Retained
Earnings
(Deficit)
 
Accumulated
Other
Comprehensive
Income
(Loss)
 
Total
CNX Resources
Stockholders’
Equity
 
Non-
Controlling
Interest
 
Total
Equity
December 31, 2014
2,306

 
2,424,102

 
3,054,150

 
(151,100
)
 
5,329,458

 

 
5,329,458

Net (Loss) Income

 

 
(374,885
)
 

 
(374,885
)
 
10,410

 
(364,475
)
Gas Cash Flow Hedge (Net of $45,054 Tax)

 

 

 
(78,051
)
 
(78,051
)
 

 
(78,051
)
Actuarially Determined Long-Term Liability Adjustments (Net of $53,252 Tax)

 

 

 
(86,447
)
 
(86,447
)
 

 
(86,447
)
Comprehensive (Loss) Income

 

 
(374,885
)
 
(164,498
)
 
(539,383
)
 
10,410

 
(528,973
)
Shares Withheld for Taxes

 

 
(12,181
)
 

 
(12,181
)
 

 
(12,181
)
Issuance of Common Stock
10

 
8,278

 

 

 
8,288

 

 
8,288

Retirement of Common Stock (2,213,100 shares)
(22
)
 
(17,683
)
 
(53,969
)
 

 
(71,674
)
 

 
(71,674
)
Tax Cost from Stock-Based Compensation

 
(3,706
)
 

 

 
(3,706
)
 

 
(3,706
)
Amortization of Stock-Based Compensation Awards

 
24,506

 

 

 
24,506

 

 
24,506

Distributions to Noncontrolling Interest

 

 

 

 

 
(5,060
)
 
(5,060
)
Proceeds from Sale of MLP Interest

 

 

 

 

 
148,399

 
148,399

Dividends ($0.145 per share)

 

 
(33,281
)
 

 
(33,281
)
 

 
(33,281
)
December 31, 2015
2,294

 
2,435,497

 
2,579,834

 
(315,598
)
 
4,702,027

 
153,749

 
4,855,776

Net (Loss) Income

 

 
(848,102
)
 

 
(848,102
)
 
8,954

 
(839,148
)
Gas Cash Flow Hedge (Net of $25,011 Tax)

 

 

 
(43,470
)
 
(43,470
)
 

 
(43,470
)
Actuarially Determined Long-Term Liability Adjustments (Net of $16,281 Tax)

 

 

 
(33,488
)
 
(33,488
)
 
262

 
(33,226
)
Comprehensive (Loss) Income

 

 
(848,102
)
 
(76,958
)
 
(925,060
)
 
9,216

 
(915,844
)
Issuance of Common Stock
4

 

 

 

 
4

 

 
4

Shares Withheld for Taxes

 

 
(1,649
)
 

 
(1,649
)
 

 
(1,649
)
Tax Cost From Stock-Based Compensation

 
(4,931
)
 

 

 
(4,931
)
 

 
(4,931
)
Amortization of Stock-Based Compensation Awards

 
30,298

 

 

 
30,298

 
1,185

 
31,483

Distributions to Noncontrolling Interest

 

 

 

 

 
(21,657
)
 
(21,657
)
Dividends ($0.01 per share)

 

 
(2,294
)
 

 
(2,294
)
 

 
(2,294
)
December 31, 2016
$
2,298

 
$
2,460,864

 
$
1,727,789

 
$
(392,556
)
 
$
3,798,395

 
$
142,493

 
$
3,940,888

Net Income

 

 
380,747

 

 
380,747

 

 
380,747

Actuarially Determined Long-Term Liability Adjustments (Net of ($7,365) Tax)

 

 

 
12,228

 
12,228

 

 
12,228

Comprehensive Income

 

 
380,747

 
12,228

 
392,975

 

 
392,975

Issuance of Common Stock
7

 
1,002

 

 

 
1,009

 

 
1,009

Purchase and Retirement of Common Stock (6,410,900 shares)
(64
)
 
(51,223
)
 
(51,922
)
 

 
(103,209
)
 

 
(103,209
)
Distribution of CONSOL Energy, Inc

 
22,697

 
(594,122
)
 
371,852

 
(199,573
)
 
(142,493
)
 
(342,066
)
Shares Withheld for Taxes

 

 
(6,681
)
 

 
(6,681
)
 

 
(6,681
)
Amortization of Stock-Based Compensation Awards

 
16,983

 

 

 
16,983

 

 
16,983

December 31, 2017
$
2,241

 
$
2,450,323

 
$
1,455,811

 
$
(8,476
)
 
$
3,899,899

 
$

 
$
3,899,899



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


79



CNX RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
For the Years Ended December 31,
 
2017
 
2016
 
2015
Cash Flows from Operating Activities:
 
 
 
 
 
Net Income (Loss)
$
380,747

 
$
(848,102
)
 
$
(374,885
)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided By Continuing Operating Activities:
 
 
 
 
 
Net (Income) Loss from Discontinued Operations
(85,708
)
 
297,157

 
(275,313
)
Depreciation, Depletion and Amortization
412,036

 
419,939

 
371,783

Impairment of Exploration and Production Properties
137,865

 

 
828,905

Stock-Based Compensation
16,983

 
19,316

 
14,314

Gain on Sale of Assets
(188,063
)
 
(14,270
)
 
(61,148
)
Loss on Debt Extinguishment
2,129

 

 
67,751

(Gain) Loss on Commodity Derivative Instruments
(206,930
)
 
141,021

 
(392,942
)
Net Cash (Paid) Received in Settlement of Commodity Derivative Instruments
(41,174
)
 
245,212

 
196,348

Deferred Income Taxes
(142,829
)
 
75,892

 
(275,541
)
Return on Equity Investment

 
22,268

 
35,466

Equity in Earnings of Affiliates
(49,830
)
 
(53,078
)
 
(54,897
)
Changes in Operating Assets:
 
 
 
 
 
Accounts and Notes Receivable
(32,792
)
 
(46,434
)
 
101,107

Supplies Inventories
4,254

 
(1,486
)
 
933

Recoverable Income Tax
76,196

 
(91,313
)
 
69,404

Prepaid Expenses
631

 
76,668

 
128,402

Changes in Other Assets
22,018

 
(2,473
)
 
63,656

Changes in Operating Liabilities:
 
 
 
 
 
Accounts Payable
45,669

 
(17,227
)
 
(131,825
)
Accrued Interest
(2,955
)
 
(1,144
)
 
26,486

Other Operating Liabilities
37,712

 
(48,315
)
 
(161,181
)
Changes in Other Liabilities
(7,778
)
 
78,140

 
46,173

Other
54,887

 
15,461

 
12,609

Net Cash Provided by Continuing Operating Activities
433,068

 
267,232

 
235,605

Net Cash Provided by Discontinued Operating Activities
215,619

 
197,026

 
275,991

Net Cash Provided by Operating Activities
648,687

 
464,258

 
511,596

Cash Flows from Investing Activities:
 
 
 
 
 
Capital Expenditures
(632,846
)
 
(172,739
)
 
(840,349
)
Proceeds from Noble Exchange Settlement

 
213,295

 

Proceeds from Sales of Assets
414,185

 
46,989

 
86,737

Net Distributions from (Investments in) Equity Affiliates
42,873

 
73,743

 
(72,288
)
Net Cash (Used in) Provided by Continuing Investing Activities
(175,788
)
 
161,288

 
(825,900
)
Net Cash (Used in) Provided by Discontinued Investing Activities
(46,133
)
 
326,083

 
(170,317
)
Net Cash (Used in) Provided by Investing Activities
(221,921
)
 
487,371

 
(996,217
)
Cash Flows from Financing Activities:
 
 
 
 
 
(Payments on) Proceeds from Short-Term Borrowings

 
(952,000
)
 
952,000

Payments on Miscellaneous Borrowings
(8,037
)
 
(7,802
)
 
(3,645
)
Payments on Long-Term Notes, including Redemption Premium
(239,716
)
 

 
(1,263,719
)
Proceeds from Spin-Off of CONSOL Energy Inc.
425,000

 

 

Proceeds from Issuance of Long-Term Notes

 

 
492,760

Tax Benefit from Stock-Based Compensation

 

 
208

Dividends Paid

 
(2,294
)
 
(33,281
)
Proceeds from Issuance of Common Stock
1,009

 
4

 
8,288

Shares Withheld for Taxes
(6,681
)
 
(1,649
)
 
(12,181
)
Purchases of Common Stock
(103,209
)
 

 
(71,674
)
Debt Issuance and Financing Fees
(361
)
 

 
(6,250
)
Net Cash Provided by (Used in) Continuing Financing Activities
68,005

 
(963,741
)
 
62,506

Net Cash (Used in) Provided by Discontinued Financing Activities
(31,903
)
 
(6,663
)
 
311,270

Net Cash Provided by (Used in) Financing Activities
36,102

 
(970,404
)
 
373,776

Net Increase (Decrease) in Cash and Cash Equivalents
462,868

 
(18,775
)
 
(110,845
)
Cash and Cash Equivalents at Beginning of Period
46,299

 
65,074

 
175,919

Cash and Cash Equivalents at End of Period
$
509,167

 
$
46,299

 
$
65,074

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


80



CNX RESOURCES CORPORATION AND SUBSIDIARIES
NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

NOTE 1—SIGNIFICANT ACCOUNTING POLICIES:

A summary of the significant accounting policies of CNX Resources Corporation and subsidiaries ("CNX " or "the Company") is presented below. These, together with the other notes that follow, are an integral part of the Consolidated Financial Statements.
Basis of Consolidation:
The Consolidated Financial Statements include the accounts of CNX Resources Corporation, and its wholly owned and majority-owned and/or controlled subsidiaries, including certain variable interest entities that the Company is required to consolidate pursuant to the Consolidation topic of the Financial Accounting Standards Board (FASB) Accounting Standards Codification. The portion of these entities that is not owned by the Company is presented as non-controlling interest. Investments in business entities in which CNX does not have control, but has the ability to exercise significant influence over the operating and financial policies, are accounted for under the equity method. All significant intercompany transactions and accounts have been eliminated in consolidation. Investments in oil and natural gas producing entities are accounted for under the proportionate consolidation method.
Discontinued Operations:
Businesses divested are classified in the Consolidated Financial Statements as either discontinued operations or held for sale when the provision of Accounting Standards Codification (ASC) Topic 205 or ASC Topic 360 are met. For businesses classified as discontinued operations, the balance sheet amounts and results of operations are reclassified from their historical presentation to assets and liabilities of discontinued operations on the Consolidated Balance Sheets and to discontinued operations on the Consolidated Statements of Income and Cash Flows for all periods presented. The gains or losses associated with these divested businesses are recorded in discontinued operations on the Consolidated Statements of Income. The disclosures outside of Note 2- Discontinued Operations, for all periods presented, in the accompanying notes generally do not include the assets, liabilities, or operating results of businesses classified as discontinued operations.
Use of Estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as various disclosures. Actual results could differ from those estimates. The most significant estimates included in the preparation of the consolidated financial statements are related to salary retirement benefits, stock-based compensation, asset retirement obligations, deferred income tax assets and liabilities, contingencies and the values of natural gas, NGLs, condensate and oil (collectively "natural gas") reserves.
Cash and Cash Equivalents:
Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term securities with original maturities of three months or less.
Trade Accounts Receivable:
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. CNX reserves for specific accounts receivable when it is probable that all or a part of an outstanding balance will not be collected, such as customer bankruptcies. Collectability is determined based on terms of sale, credit status of customers and various other circumstances. CNX regularly reviews collectability and establishes or adjusts the allowance as necessary using the specific identification method. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Reserves for uncollectable amounts were not material in the periods presented. In addition, there were no material financing receivables with a contractual maturity greater than one year at December 31, 2017 or 2016 .



81



Inventories:
Inventories are stated at the lower of cost or net realizable value. The cost of supplies inventory is determined by the average cost method and includes operating and maintenance supplies to be used in the Company's operations.
Property, Plant and Equipment:
CNX uses the successful efforts method of accounting for natural gas producing activities. Costs of property acquisitions, successful exploratory, development wells and related support equipment and facilities are capitalized. Periodic valuation provisions for impairment of capitalized costs of unproved mineral interests are expensed. Costs of unsuccessful exploratory wells are expensed when such wells are determined to be non-productive, or if the determination cannot be made after finding sufficient quantities of reserves to continue evaluating the viability of the project. The costs of producing properties and mineral interests are amortized using the units-of-production method. Wells and related equipment and intangible drilling costs are also amortized on a units-of-production method. Units-of-production amortization rates are revised at least once per year, or more frequently if events and circumstances indicate an adjustment is necessary. Such revisions are accounted for prospectively as changes in accounting estimates.

Property, plant and equipment is recorded at cost upon acquisition. Expenditures which extend the useful lives of existing plant and equipment are capitalized. Interest costs applicable to major asset additions are capitalized during the construction period. Planned major maintenance costs which do not extend the useful lives of existing plant and equipment are expensed as incurred.

Gas advance royalties are royalties that are paid in advance for the right to use an owners land for the exploration and production of oil, NGLs and natural gas. These advance royalties are evaluated periodically, or at a minimum once per year, for impairment issues or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Any revisions are accounted for prospectively as changes in accounting estimates.

Depreciation of plant and equipment is calculated on the straight-line method over their estimated useful lives or lease terms, generally as follows:
 
 
Years
Buildings and improvements
 
10 to 45
Machinery and equipment
 
3 to 25
Gathering and transmission
 
30 to 40
Leasehold improvements
 
Life of Lease

Costs for purchased software are capitalized and amortized using the straight-line method over the estimated useful life which does not exceed seven years.

Impairment of Long-lived Assets:

Impairment of long-lived assets is recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying value. The carrying value of the assets is then reduced to its estimated fair value which is usually measured based on an estimate of future discounted cash flows. Impairment of equity investments is recorded when indicators of impairment are present and the estimated fair value of the investment is less than the assets' carrying value.

In February 2017, the Company approved a plan to sell its subsidiaries Knox Energy LLC and Coalfield Pipeline Company (collectively, “Knox”). Knox met all of the criteria to be classified as held for sale in February 2017. As part of the required evaluation under the held for sale guidance, during the first quarter, Knox’s book value was evaluated and it was determined that the approximate fair value less costs to sell Knox was less than the carrying value of the net assets to be sold. The resulting impairment of $ 137,865 was included in Impairment of Exploration and Production Properties within the the Consolidated Statements of Income during the year ended December 31, 2017. The sale of Knox closed in the second quarter of 2017 (See Note 3 - Acquisitions and Dispositions for more information). The disposal of Knox did not represent a strategic shift that would have had a major effect on the Company’s operations and financial results and was, therefore, not classified as a discontinued operation in accordance with Topic 205, Presentation of Financial Statements, and Topic 360, Property, Plant and Equipment.





82




Impairment of Proved Properties:

CNX performs a quantitative impairment test, whenever events or changes in circumstances indicate that a property’s carrying amount may not be recoverable, over proved properties using the published NYMEX forward prices, timing, methods and other assumptions consistent with historical periods. Impairment tests require that the Company first compare future undiscounted cash flows by asset group to their respective carrying values. If the carrying amount exceeds the estimated undiscounted future cash flows, a reduction of the carrying amount of the natural gas properties to their estimated fair values is required, which is determined based on discounted cash flow techniques using a market-specific weighted average cost of capital. 

During the year ended December 31, 2015, certain of the Company’s proved properties, primarily shallow oil and gas assets, failed the undiscounted cash flow portion of the test. After performing the discounted cash flow portion of the test, CNX recorded an impairment of $824,742 , included in Impairment of Exploration and Production Properties in the Consolidated Statements of Income. Valuation of the impaired assets is a Level 3 measurement as it incorporates significant unobservable inputs, such as future production levels and operating costs, within the discounted cash flow analysis. The impairment related to approximately 95% of the Company’s shallow oil and gas assets in West Virginia and Pennsylvania.

There were no other impairments related to proved properties in the years ended December 31, 2017, 2016 or 2015.
Impairment of Unproved Properties:

CNX evaluates capitalized costs of unproved gas properties for recoverability on a prospective basis. Indicators of potential impairment include potential shifts in business strategy, overall economic factors and historical experience. If it is determined that the properties will not yield proved reserves, the related costs are expensed in the period the determination is made. For the year ended December 31, 2015, unproved property impairments relating to the determination that the properties will not yield proved reserves were $4,163 and are included in Impairment of Exploration and Production Properties in the Consolidated Statements of Income. Valuation of the impaired assets is a Level 3 measurement as it incorporates significant unobservable inputs, such as future production levels and operating costs, within the discounted cash flow analysis. This impairment primarily related to the court ruling in June 2015 in the state of New York that officially bans hydraulic fracturing.

Exploration expense, which is associated primarily with lease expirations, was $ 48,074 , $ 14,522 and $ 10,119 for the years ended December 31, 2017 , 2016 and 2015 , respectively, and is included in Exploration and Production Related Other Costs in the Consolidated Statements of Income.

There were no other impairments related to unproved properties in the years ended December 31, 2017, 2016 or 2015.
Income Taxes:
Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. The provision for income taxes represents income taxes paid or payable for the current year and the change in deferred taxes, excluding the effects of acquisitions during the year. Deferred taxes result from differences between the financial and tax bases of the Company's assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a deferred tax benefit will not be realized.
CNX evaluates all tax positions taken on the state and federal tax filings to determine if the position is more likely than not to be sustained upon examination. For positions that do not meet the more likely than not to be sustained criteria, the Company determines, on a cumulative probability basis, the largest amount of benefit that is more likely than not to be realized upon ultimate settlement. A previously recognized tax position is reversed when it is subsequently determined that a tax position no longer meets the more likely than not threshold to be sustained. The evaluation of the sustainability of a tax position and the probable amount that is more likely than not is based on judgment, historical experience and on various other assumptions that the Company believes are reasonable under the circumstances. The results of these estimates, that are not readily apparent from other sources, form the basis for recognizing an uncertain tax position liability. Actual results could differ from those estimates upon subsequent resolution of identified matters.






83



Asset Retirement Obligations:

CNX accrues for dismantling and removing costs of gas-related facilities and related surface reclamation using the accounting treatment prescribed by the Asset Retirement and Environmental Obligations Topic of the FASB Accounting Standards Codification. This topic requires the fair value of an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. Estimates are regularly reviewed by management and are revised for changes in future estimated costs and regulatory requirements. The present value of the estimated asset retirement costs is capitalized as part of the carrying amount of the long-lived asset. Amortization of the capitalized asset retirement cost is generally determined on a units-of-production basis. Accretion of the asset retirement obligation is recognized over time and generally will escalate over the life of the producing asset, typically as production declines. Accretion is included in Deprecation, Depletion and Amortization on the Consolidated Statements of Income.
Retirement Plan:
CNX has a non-contributory defined benefit retirement plan. The benefits for this plan are based primarily on years of service and employees' pay. This plan is accounted for using the guidance outlined in the Compensation - Retirement Benefits Topic of the FASB Accounting Standards Codification. The cost of these retiree benefits are recognized over the employees' service periods. CNX uses actuarial methods and assumptions in the valuation of defined benefit obligations and the determination of expense. Differences between actual and expected results or changes in the value of obligations and plan assets are recognized through Other Comprehensive Income.
Investment Plan:
CNX has an investment plan that is available to most employees. Throughout the years ended December 31, 2017 and 2016, the Company's matching contribution was 6% of eligible compensation contributed by eligible employees. In 2015, the Company contributed an additional 3% of eligible compensation into the 401(k) plan accounts for employees hired or rehired on or after October 1, 2014 or who were under age 40 or had less than 10 years of service with the Company as of September 30, 2014. This additional contribution was eliminated on January 1, 2016. The Company may also make discretionary contributions to the Plan ranging from 1% to 6% ( 1% to 4% prior to January 1, 2016) of eligible compensation for eligible employees (as defined by the Plan). Discretionary contributions made by the Company were $2,761 for the year ended December 31, 2016. There were no such discretionary contributions made by the Company for the years ended December 31, 2017 and 2015. Total payments and costs were $2,866 , $5,858 and $6,329 for the years ended December 31, 2017 , 2016 and 2015 , respectively, including the discretionary contribution mentioned above.
Revenue Recognition:
Revenues are recognized when title passes to the customers. For natural gas, NGL and oil sales, this occurs at the contractual point of delivery. For land and research and development, revenue is recognized generally as the service is provided to the customer.
CNX sells natural gas to accommodate the delivery points of its customers. In general, this gas is purchased at market price and re-sold on the same day at market price less a small transaction fee. These matching buy/sell transactions include a legal right of offset of obligations and have been simultaneously entered into with the counterparty. These transactions qualify for netting under the Nonmonetary Transactions Topic of the FASB Accounting Standards Codification and are, therefore, recorded net within the Consolidated Statements of Income in the Purchased Gas Sales line.
CNX purchases natural gas produced by third-parties at market prices less a fee. The gas purchased from third-parties is then resold to end users or gas marketers at current market prices. These revenues and expenses are recorded gross as Purchased Gas Sales and Purchase Gas Costs, respectively, in the Consolidated Statements of Income. Purchased gas sales are recognized when title passes to the customer. Purchased gas costs are recognized when title passes to CNX from the third-party.

Contingencies:

From time to time, CNX, or its subsidiaries, are subject to various lawsuits and claims with respect to such matters as personal injury, wrongful death, damage to property, exposure to hazardous substances, governmental regulations (including environmental remediation), employment and contract disputes, and other claims and actions, arising out of the normal course of business. Liabilities are recorded when it is probable that obligations have been incurred and the amounts can be reasonably estimated. Estimates are developed through consultation with legal counsel involved in the defense of these matters and are based upon the nature of the lawsuit, progress of the case in court, view of legal counsel, prior experience in similar matters and management's intended response. Environmental liabilities are not discounted or reduced by possible recoveries from third-parties. Legal fees associated with defending these various lawsuits and claims are expensed when incurred.


84



Stock-Based Compensation:
Stock-based compensation expense for all stock-based compensation awards is based on the grant date fair value estimated in accordance with the provisions of the Stock Compensation Topic of the FASB Accounting Standards Codification. CNX recognizes these compensation costs on a straight-line basis over the requisite service period of the award, which is generally the award's vesting term. See Note 13–Stock-Based Compensation for more information.
Earnings per Share:
Basic earnings per share are computed by dividing net income attributable to CNX shareholders by the weighted average shares outstanding during the reporting period. Dilutive earnings per share are computed similarly to basic earnings per share, except that the weighted average shares outstanding are increased to include additional shares from stock options, performance stock options, restricted stock units and performance share units, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and performance share options were exercised, that outstanding restricted stock units and performance share units were released, and that the proceeds from such activities were used to acquire shares of common stock at the average market price during the reporting period.
The table below sets forth the share-based awards that have been excluded from the computation of the diluted earnings per share because their effect would be anti-dilutive:
 
For the Years Ended
 
December 31,
 
2017
 
2016
 
2015
Anti-Dilutive Options
2,773,423

 
6,208,813

 
3,621,002

Anti-Dilutive Restricted Stock Units
18,598

 
663,003

 
1,375,659

Anti-Dilutive Performance Share Units

 
2,400,326

 
113,531

Anti-Dilutive Performance Share Options
927,268

 
802,804

 
802,804

 
3,719,289

 
10,074,946

 
5,912,996

The computations for basic and dilutive earnings per share are as follows:
 
For the Years Ended
 
December 31,
 
2017
 
2016
 
2015
Numerator:
 
 
 
 
 
Income (Loss) from Continuing Operations
$
295,039

 
$
(550,945
)
 
$
(650,198
)
Income (Loss) from Discontinued Operations
85,708

 
(297,157
)
 
275,313

Net Income (Loss)
$
380,747

 
$
(848,102
)
 
$
(374,885
)
 
 
 
 
 
 
Denominator:
 
 
 
 
 
Weighted-average shares of common stock outstanding
228,835,112

 
229,387,403

 
229,186,125

Effect of dilutive shares
2,116,700

 

 

Weighted-average diluted shares of common stock outstanding
230,951,812

 
229,387,403

 
229,186,125

Earnings (Loss) Per Share:
 
 
 
 
 
Basic (Continuing Operations)
$
1.29

 
$
(2.40
)
 
$
(2.84
)
Basic (Discontinued Operations)
0.37

 
(1.30
)
 
1.20

Total Basic
$
1.66

 
$
(3.70
)
 
$
(1.64
)
 
 
 
 
 
 
Dilutive (Continuing Operations)
$
1.28

 
$
(2.40
)
 
$
(2.84
)
Dilutive (Discontinued Operations)
0.37

 
(1.30
)
 
1.20

Total Dilutive
$
1.65

 
$
(3.70
)
 
$
(1.64
)




85



Shares of common stock outstanding were as follows:
 
2017
 
2016
 
2015
Balance, Beginning of Year
229,443,008

 
229,054,236

 
230,265,463

Issuance Related to Stock-Based Compensation (1)
711,214

 
388,772

 
1,001,873

Retirement of Common Stock (2)
(6,410,900
)
 

 
(2,213,100
)
Balance, End of Year
223,743,322

 
229,443,008

 
229,054,236


(1) See Note 13 - Stock-Based Compensation for additional information.
(2) See Note 4 - Stock Repurchase for additional information.

Other Comprehensive Loss:

Changes in Accumulated Other Comprehensive Loss by component, net of tax, were as follows:
Balance at December 31, 2016
$
(392,556
)
Other Comprehensive Loss before Reclassifications
(541
)
Amounts Reclassified from Accumulated Other Comprehensive Loss
12,769
 
Distribution of CONSOL Energy, Inc.
371,852
 
Balance at December 31, 2017
$
(8,476
)

The following table shows the reclassification of adjustments out of Accumulated Other Comprehensive Loss:
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
Derivative Instruments (Note 17)
 
 
 
 
 
Natural Gas Price Swaps and Options
$
 
 
$
(68,481
)
 
$
(123,105
)
Tax Expense
 
 
25,011
 
 
45,054
 
Net of Tax
$
 
 
$
(43,470
)
 
$
(78,051
)
Actuarially Determined Long-Term Liability Adjustments* (Note 12)
 
 
 
 
 
Amortization of Prior Service Costs
$
(2,775
)
 
$
(590
)
 
$
(336,993
)
Recognized Net Actuarial Loss
23,043
 
 
23,857
 
 
119,222
 
Curtailment Loss
 
 
 
 
5
 
Settlement Loss
 
 
22,196
 
 
19,053
 
Total
20,268
 
 
45,463
 
 
(198,713
)
Tax (Benefit) Expense
(7,499
)
 
(16,959
)
 
74,687
 
Net of Tax
$
12,769
 
 
$
28,504
 
 
$
(124,026
)
 
*Excludes amounts related to the remeasurement of the Actuarially Determined Long-Term Liabilities for the years ended December 31, 2016 and December 31, 2015 . The table above only shows the reclassifications out of Accumulated Other Comprehensive Loss that relate to continuing operations.

Accounting for Derivative Instruments:

CNX enters into financial derivative instruments to manage its exposure to commodity price volatility. The derivatives are accounted for as an asset or a liability in the accompanying Consolidated Balance Sheets at their fair value using Level 2 inputs, which is further defined in Note 16 - Fair Value of Financial Instruments. Changes in the fair values of derivatives are recorded in earnings unless special hedge accounting criteria are met.
CNX de-designated all of its cash flow hedges on December 31, 2014 and accounts for all existing and future natural gas and NGL commodity hedges on a mark-to-market basis, and records changes in fair value in current period earnings. In connection with this de-designation, CNX froze the balances recorded in Accumulated Other Comprehensive Income at December 31, 2014


86



and reclassified balances to earnings as the underlying physical transactions occurred. As of December 31, 2016, all gains that had been previously deferred in OCI were recognized in earnings.
All of the Company's derivative instruments are subject to master netting arrangements with its counterparties, none of which currently require CNX to post collateral for any of its hedges. However, as stated in the counterparty master agreements, if the Company's obligations with one of its counterparties cease to be secured on the same basis as similar obligations with the other lenders under the credit facility, CNX would be required to post collateral for hedges that are in a liability position in excess of defined thresholds. Each of the Company's counterparty master agreements allows, in the event of default, the ability to elect early termination of outstanding contracts. If early termination is elected, CNX and the applicable counterparty would net settle all open hedge positions.
CNX is exposed to credit risk in the event of non-performance by counterparties, whose creditworthiness is subject to continuing review. Historically, CNX has not experienced any issues of non-performance by derivative counterparties.
Recent Accounting Pronouncements:

In May 2017, the FASB issued Update 2017-09 - Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting, which reduces diversity in practice and cost and complexity when applying the guidance in this Topic to a change to the terms or conditions of a share-based payment award. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in the Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and should be applied prospectively to an award modification on or after the adoption date. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.
In March 2017, the FASB issued Update 2017-07 - Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which improves the presentation of net periodic pension cost and net periodic postretirement benefit cost. The amendments in the Update require that an employer report the service cost component in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented separately from the service cost component and outside a subtotal of income from operations, if one is presented. Because CNX does not present an income from operations subtotal, that requirement is not applicable. Additionally, the Company's service cost component is deemed immaterial, and therefore, the other components of net benefit cost will not be presented separately. For public entities, the amendments in the Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted as of the beginning of a fiscal year for which financial statements have not been issued. The adoption of this guidance is not expected to have an impact on the Company's financial statements.
In August 2016, the FASB issued Update 2016-15 - Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments relate to debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, and beneficial interests in securitization transactions. The Update also states that, in the absence of specific guidance for cash receipts and payments that have aspects of more than one class of cash flows, an entity should classify each separately identifiable source or use within the cash receipts and payments on the basis of their nature in financing, investing, or operating activities. In situations in which cash receipts or payments cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant source or use of cash flows for the item. The amendments in the Update will be applied using a retrospective transition method to each period presented and, for public entities, are effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years.The adoption of this guidance is not expected to have an impact on the Company's financial statements.

In May 2014, the FASB issued Update 2014-09, Revenue from Contracts with Customers. The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  In August 2015, the FASB issued ASU No. 2015-14 Revenue from Contracts with Customers - Deferral of the Effective Date which approved a one year deferral of ASU No. 2014-09 for annual reporting periods beginning after December 15, 2017. During the fourth quarter of 2017, the Company substantially completed its detailed review of the impact of the standard on each of its contracts. The Company adopted the ASUs using the modified retrospective method of adoption on January 1, 2018 and did not require an adjustment to the opening balance of equity. The Company does not expect the standard to have a significant impact on its results of operations, liquidity or


87



financial position in 2018. The Company implemented processes to ensure new contracts are reviewed for the appropriate accounting treatment and generate the disclosures required under the new standard. Additional disclosures will be required to describe the nature, amount, timing and uncertainty of revenue and cash flows from contracts with customers including disaggregation of revenue and remaining performance obligations, beginning with our Form 10-Q for the three months ended March 31, 2018.

In February 2016, the FASB issued Update 2016-02 - Leases (Topic 842), which increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Update 2016-02 does retain a distinction between finance leases and operating leases, which is substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. Retaining this distinction allows the recognition, measurement and presentation of expenses and cash flows arising from a lease to not significantly change from previous GAAP. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities, but to recognize lease expense on a straight-line basis over the lease term. For both financing and operating leases, the right-to-use asset and lease liability will be initially measured at the present value of the lease payments in the statement of financial position.The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. CNX is currently reviewing all existing leases and agreements that are covered by this standard and is evaluating the impact on the financial statements and related disclosures.
Reclassifications:
Certain amounts in prior periods have been reclassified to conform with the report classifications of the year ended December 31, 2017, with no effect on previously reported net income or stockholder's equity.

Subsequent Events:

The Company has evaluated all subsequent events through the date the financial statements were issued. No material recognized or non-recognizable subsequent events were identified other than those disclosed in Note 21 - Subsequent Event.

NOTE 2—DISCONTINUED OPERATIONS:
On November 28, 2017, CNX announced that it had completed the tax-free spin-off of its coal business resulting in two independent, publicly traded companies, a coal company, CONSOL Energy, formerly known as CONSOL Mining Corporation and CNX, a natural gas exploration and production company. Following the Separation, CONSOL Energy and its subsidiaries hold the coal assets previously held by CNX, including its Pennsylvania Mining Complex, Baltimore Marine Terminal, its direct and indirect ownership interest in CONSOL Coal Resources LP, formerly known as CNXC Coal Resources LP and other related coal assets previously held by CNX. As of the close of business on November 15, 2017, CNX's shareholders received one share of CONSOL Energy common stock for every eight shares of CNX’s common stock held as of the Record Date. The coal company has been reclassified to discontinued operations for all periods presented.

In August 2016, CNX completed the sale of the Miller Creek and Fola Mining Complexes. In the transaction, the buyer acquired the Miller Creek and Fola assets and assumed the Miller Creek and Fola mine closing and reclamation liabilities. In order to equalize the value exchange, CNX paid $28,271 of cash at closing, which included property taxes associated with the properties sold and other closing costs (a portion of which will be held in escrow for purposes of obtaining the surety bonds required for the permits to transfer). This amount was included in Net Cash Provided by Discontinued Investing Activities on the Consolidated Statements of Cash Flows for the year ended December 31, 2016 . CNX will also pay a total of $13,700 in remaining installments over the next three years, ending in January 2020. The net loss on the sale of $53,130 , excluding the related impairment charge discussed below, was included in Loss from Discontinued Operations, net on the Consolidated Statements of Income. Prior to the closing, the Miller Creek and Fola Mining Complexes were classified as held for sale in discontinued operations and in accordance with the accounting guidance for Property, Plant and Equipment, assets held for sale are required to be measured at the lower of carrying value or fair value less costs to sell. Upon meeting the assets held for sale criteria, the Company determined the carrying value of the Miller Creek and Fola Mining Complexes exceeded the fair value less costs to sell. As a result, an impairment charge of $355,681 was recorded during the year ended December 31, 2016 . This impairment was included in Loss from Discontinued Operations, net on the Consolidated Statements of Income.

In March 2016, CNX completed the sale of its membership interests in CONSOL Buchanan Mining Company, LLC (BMC), which owned and operated the Buchanan Mine located in Mavisdale, Virginia; various assets relating to the Amonate Mining


88



Complex located in Amonate, Virginia; Russell County, Virginia coal reserves and Pangburn Shaner Fallowfield coal reserves located in Southwestern, Pennsylvania to Coronado IV LLC ("Coronado"). Various CNX assets were excluded from the sale including coalbed methane, natural gas and minerals other than coal, current assets of BMC, certain coal seams and certain surface rights and properties. Coronado assumed only specified liabilities and various CNX liabilities were excluded and not assumed. The excluded liabilities included BMC’s indebtedness, trade payables and liabilities arising prior to closing, as well as the liabilities of the subsidiaries other than BMC which were parties to the sale. In addition, the buyer agreed to pay CNX for Buchanan Mine coal sold outside the U.S. and Canada during the five years following closing a royalty of 20% of any excess of the gross sales price per ton over the following amounts: (1) year one, $75.00 per ton; (2) year two, $78.75 per ton; (3) year three, $82.69 per ton; (4) year four, $86.82 per ton; (5) year five, $91.16 per ton. Total royalty income recognized under this agreement was $10,073 and $9,575 for the years ended December 31, 2017 and 2016, respectively. In connection with the separation and distribution agreement with CONSOL Energy (See Note 20 - Related Party) the royalty related to Buchanan Mine was retained by CNX and any related income is included in Other Expense on the Consolidated Statements of Income. Cash proceeds of $402,799 were received at closing and are included in Net Cash Provided by Discontinued Investing Activities on the Consolidated Statements of Cash Flows for the year ended December 31, 2016 . The net loss on the sale was $38,364 and was included in Loss from Discontinued Operations, net on the Consolidated Statements of Income for the year ended December 31, 2016 .

For all periods presented in the accompanying Consolidated Statements of Income, BMC along with the various other assets and the Miller Creek and Fola Mining Complexes are classified as discontinued operations.

The following table details selected financial information for the divested business included within discontinued operations:
 
For the Years Ended December 31,
   
2017
 
2016
 
2015
Coal Sales
$
1,127,907

 
$
1,199,950

 
$
1,687,237

Freight-Outside Coal
66,297

 
47,790

 
25,597

Miscellaneous Other Income
73,645

 
74,382

 
67,969

Gain on Sale of Assets

 
269,124

 
13,362

Total Revenue and Other Income
$
1,267,849

 
$
1,591,246

 
$
1,794,165

Total Costs
1,147,254

 
1,652,921

 
1,362,508

Income (Loss) From Operations Before Income Taxes
$
120,595

 
$
(61,675
)
 
$
431,657

Impairment on Assets Held for Sale

 
355,681

 

Income Tax Expense (Benefit)
23,984

 
(129,153
)
 
145,934

Less: Net Income Attributable to Noncontrolling interest
10,903

 
8,954

 
10,410

Income (Loss) From Discontinued Operations, net
$
85,708

 
$
(297,157
)
 
$
275,313


























89



The major classes of assets and liabilities of discontinued operations:
 
December 31,
2016
Assets:
 
Cash and Cash Equivalents
$
14,176

Accounts Receivable - Trade
95,790

Other Receivables
18,756

Inventories
50,160

Prepaid Expense
17,571

Other Current Assets
2,370

Total Current Assets
$
198,823

Property, Plant and Equipment, Net
2,171,464

Other Assets
126,634

Total Assets of Discontinued Operations
$
2,496,921

Liabilities:
 
Accounts Payable
$
84,550

Other Current Liabilities
300,797

Total Current Liabilities
$
385,347

Long Term Debt
313,639

Postretirement Benefits Other Than Pensions
659,474

Pneumoconiosis Benefits
108,073

Mine Closing
218,631

Gas Well Closing
27,648

Workers' Compensation
65,932

Salary Retirement
79,997

Other liabilities
(94,440
)
Total Liabilities of Discontinued Operations
$
1,764,301


NOTE 3—ACQUISITIONS AND DISPOSITIONS:
In September 2017, CNX closed on the sale of approximately 22,000 acres of surface land in Colorado. CNX received net cash proceeds of $23,703 which is included in the cash flows from investing activities. The net gain on the sale was $18,758 and was included in the Gain on Sale of Assets in the Consolidated Statements of Income.    

In a two part closing in July and September 2017, CNX executed the sale of approximately 7,500 net undeveloped acres of the Marcellus Shale in Allegheny and Westmoreland counties, Pennsylvania. CNX received total cash proceeds of $36,649 which is included in the cash flows from investing activities. The net gain on the sale of these assets was $15,251 and was included in the Gain on Sale of Assets in the Consolidated Statements of Income.

In June 2017, CNX closed on the sale of approximately 11,100 net undeveloped acres of the Marcellus and Utica Shale in Allegheny, Washington, and Westmoreland counties, Pennsylvania. CNX received total cash proceeds of $83,500 which is included in cash flows from investing activities. The net gain on the sale of these assets was $58,541 and was included in the Gain on Sale of Assets in the Consolidated Statements of Income.     

In June 2017, the Company finalized the sale of 12 producing wells, 15 drilled but uncompleted wells (DUCs), and approximately 11,000 net developed and undeveloped Marcellus and Utica acres in Doddridge and Wetzel counties in West Virginia that were previously classified as held for sale. CNX received total cash proceeds of $125,507 which is included in cash flows from investing activities, as well as undeveloped acreage. The net loss on the sale was $9,430 and was included in the Gain on Sale of Assets in the Consolidated Statements of Income.
    
In May 2017, CNX finalized the sale of approximately 6,300 net undeveloped acres of the Utica-Point Pleasant Shale in Jefferson, Belmont and Guernsey counties, Ohio that were previously classified as held for sale. CNX received total cash proceeds of $76,585 which is included in cash flows from investing activities. The net gain on the sale of these assets was $72,346 and was included in the Gain on Sale of Assets in the Consolidated Statements of Income.
    


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In April 2017, CNX finalized the sale of its Knox Energy LLC and Coalfield Pipeline Company subsidiaries that were previously classified as held for sale. At closing, CNX received net cash proceeds of $19,055 which is included in cash flows from investing activities. The net gain on the sale of these assets was $606 and was included in the Gain on Sale of Assets in the Consolidated Statements of Income. In February 2017, Knox met all of the criteria to be classified as held for sale. As part of the required evaluation under the held for sale guidance, during the first quarter, Knox’s book value was evaluated and it was determined that the approximate fair value less costs to sell Knox was less than the carrying value of the net assets to be sold. The resulting impairment of $ 137,865 was included in Impairment of Exploration and Production Properties within the the Consolidated Statements of Income during the year ended December 31, 2017.

In September 2015, CNX sold its 49% interest in Western Allegheny Energy (WAE), a joint venture with Rosebud Mining Company engaged in coal mining activities in Pennsylvania. At closing, the Company received $76,297 in cash and a $2,136 reduction in certain liabilities. During the third quarter of 2015, CNX also received a cash distribution of $10,780 from WAE. The net gain on the sale was $48,468 and was included in the Gain on Sale of Assets in the Consolidated Statements of Income.

NOTE 4— STOCK REPURCHASE:

In September 2017, CNX's Board of Directors approved a one-year stock repurchase program of up to $ 200,000 that terminated on November 1, 2017. On October 30, 2017, the Board approved an increase to the aggregate amount of the repurchase plan to $ 450,000 . The repurchases may be effected from time-to-time through open market purchases, privately negotiated transactions, Rule 10b5-1 plans, accelerated stock repurchases, block trades, derivative contracts or otherwise in compliance with Rule 10b-18. The timing of any repurchases will be based on a number of factors, including available liquidity, the Company's stock price, the Company's financial outlook, and alternative investment options. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of shares and the Board may modify, suspend, or discontinue its authorization of the program at any time. The Board of Directors will continue to evaluate the size of the stock repurchase program based on CNX's free cash flow position, leverage ratio, and capital plans. During the year ended December 31, 2017 , 6,410,900 shares were repurchased and retired at an average price of $ 16.08 per share for a total cost of $103,209 .

NOTE 5—INCOME TAXES:

Income tax benefit provided on earnings from continuing operations consisted of:
 
For The Years Ended December 31,
 
2017
 
2016
 
2015
Current:
 
 
 
 
 
U.S. Federal
$
(31,791
)
 
$
(101,596
)
 
$
839

U.S. State
(1,838
)
 
(8,699
)
 
(5,657
)
 
(33,629
)
 
(110,295
)
 
(4,818
)
Deferred:
 
 
 
 
 
U.S. Federal
(166,112
)
 
80,207

 
(308,797
)
U.S. State
23,283

 
(4,315
)
 
33,256

 
(142,829
)
 
75,892

 
(275,541
)
 
 
 
 
 
 
Total Income Tax Benefit
$
(176,458
)
 
$
(34,403
)
 
$
(280,359
)













The components of the net deferred taxes are as follows:


91



 
December 31,
 
2017
 
2016
Deferred Tax Assets:
 
 
 
Alternative minimum tax
188,080

 
219,872

Net operating loss - State
107,756

 
74,310

Net operating loss - Federal
99,524

 
144,450

Foreign tax credit
44,402

 
39,850

Gas well closing
16,648

 
20,512

Salary retirement
9,404

 
16,928

Capital lease
2,020

 
3,210

Gas derivatives

 
72,105

Other
33,697

 
48,961

Total Deferred Tax Assets
501,531

 
640,198

Valuation Allowance
(136,576
)
 
(282,778
)
Net Deferred Tax Assets
364,955

 
357,420

 
 
 
 
Deferred Tax Liabilities:
 
 
 
Property, plant and equipment
(385,366
)
 
(450,695
)
Gas derivatives
(15,248
)
 

Advance gas royalties
(3,648
)
 
(5,824
)
Equity Partnerships
(1,251
)
 
(2,237
)
Other
(3,815
)
 
(3,760
)
Total Deferred Tax Liabilities
(409,328
)
 
(462,516
)
 
 
 
 
Net Deferred Tax Liability
$
(44,373
)
 
$
(105,096
)

Deferred taxes are recorded for certain tax benefits, including net operating losses and tax credit carry-forwards, provided that management assesses the utilization of those assets to be more likely than not. A valuation allowance is required when it is more likely than not that all or a portion of a deferred tax asset will not be realized. All available evidence, both positive and negative, must be considered in determining the need for a valuation allowance. For the years ended December 31, 2017 and 2016 , positive evidence considered included financial earnings generated over the past three years for certain subsidiaries, reversals of financial to tax temporary differences and the implementation of and/or ability to employ various tax planning strategies. Negative evidence included financial and tax losses generated in prior periods, the inability to achieve forecasted results for those periods and the impact of expected future financial results from normal operations on the utilization of tax credits. CNX continues to report, on an after federal tax basis, a deferred tax asset related to state operating losses of $107,756 with a related valuation allowance of $61,560 at December 31, 2017 . The deferred tax asset related to state operating losses, on an after tax adjusted basis, was $74,310 with a related valuation allowance of $60,488 at December 31, 2016 . A review of positive and negative evidence regarding these state tax benefits concluded that the valuation allowances for various CNX subsidiaries was warranted. These net operating losses expire at various times between 2018 and 2037. A valuation allowance on foreign tax credits of $44,402 and $39,850 has also been recorded at December 31, 2017 and 2016 , respectively. The foreign tax credits expire at various times between 2021 and 2023. A valuation allowance on deferred equity compensation for covered individuals as provided by Section 162(m) of $5,957 was recorded for 2017 . No such valuation allowance was recorded for 2016 . A valuation allowance on charitable contribution carry-forwards of $3,156 and $5,051 has been recorded for 2017 and 2016 , respectively. The Company's charitable contributions carry-forwards expire at various times between 2018 and 2022.

As of December 31, 2017 , the Company has a deferred tax asset related to federal net operating losses of $99,524 , which expire at various times between 2034 and 2037. In connection with the restructuring and separation of the Company's coal business in November 2017, certain net operating loss carry-forwards were required to be written off under the Tax Cuts and Jobs Act (the "Act") passed on December 22, 2017. As a result, the Company has written off the deferred tax assets associated with these net operating losses, a reduction of $24,942 to the total deferred tax asset for net operating losses.

The deferred tax assets attributable to the state tax effect of future deductible temporary differences for certain CNX subsidiaries with histories of financial and tax losses were also reviewed for positive and negative evidence regarding the realization of the associated deferred tax assets. A valuation allowance of $9,088 and $ 10,591 on an after federal tax adjusted basis has also been recorded for 2017 and 2016 , respectively.



92



As of December 31, 2017 , the Company has a deferred tax asset relating to federal alternative minimum tax credits of $188,080 , a decrease of $31,792 from the prior year that resulted from the monetization of alternative minimum tax credits on the Company's 2016 Federal income tax return as well as estimated monetization anticipated for 2017 . During 2017 , the valuation allowance relating to federal alternative minimum tax credits decreased by $154,384 to $12,413 at December 31, 2017 . Under the Act, passed on December 22, 2017, the corporate alternative minimum tax was repealed. The Act also provided that existing alternative minimum tax credits are refundable beginning in 2018. As a result, it is now more likely than not that the benefit of CNX's alternative minimum tax credits will be realized. Accordingly, the previously recorded valuation allowance has been released. It should be noted that the Company does have a valuation allowance of $12,413 at December 31, 2017 reflecting the anticipated government sequestration of a portion of monetized alternative minimum tax credits. This amount represents 6.6% of the Company's total alternative minimum tax credits.

Management will continue to assess the potential for realized deferred tax assets based upon income forecast data and the feasibility of future tax planning strategies and may record adjustments to valuation allowances against deferred tax assets in future periods, as appropriate, that could materially impact net income.
    
The following is a reconciliation, stated as a percentage of pretax income, of the United States statutory federal income tax rate to CNX's effective tax rate:
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
 
Amount
 
Percent
 
Amount
 
Percent
 
Amount
 
Percent
Statutory U.S. federal income tax rate
$
41,503

 
35.0
 %
 
$
(204,872
)
 
35.0
 %
 
$
(325,695
)
 
35.0
 %
Uncertain tax positions
27,359

 
23.1

 
1,351

 
(0.2
)
 

 

Effect of spin on Federal NOL's
24,942

 
21.0

 

 

 

 

Accrual to tax return reconciliation
(1,147
)
 
(1.0
)
 
(4,564
)
 
0.8

 
(6,312
)
 
0.7

IRS and state tax examination settlements

 

 
(13,463
)
 
2.3

 
(36
)
 

Net effect of state income taxes
15,538

 
13.1

 
(20,954
)
 
3.6

 
(15,400
)
 
1.7

Effect of change in state valuation allowance
(430
)
 
(0.4
)
 
18,999

 
(3.2
)
 
39,492

 
(4.2
)
Effect of change in federal valuation allowance
(145,772
)
 
(122.9
)
 
184,227

 
(31.5
)
 
25,903

 
(2.8
)
Other deferred adjustments
7,616

 
6.4

 

 

 

 

Effect of federal rate reduction
(131,784
)
 
(111.1
)
 

 

 

 

Effect of federal tax credits
(19,081
)
 
(16.1
)
 

 

 

 

Other
4,798

 
4.0

 
4,873

 
(0.8
)
 
1,689

 
(0.2
)
Income Tax Benefit / Effective Rate
$
(176,458
)
 
(148.9
)%
 
$
(34,403
)
 
6.0
 %
 
$
(280,359
)
 
30.2
 %

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act which made significant changes that affect CNX. CNX believes that those changes will positively impact its future after-tax earnings, primarily due to the lower U.S. Federal tax rate and the repeal of the corporate alternative minimum tax. Beginning January 1, 2018, CNX will be taxed at a 21% federal corporate tax rate. The Company has reflected the impact of this rate on its deferred tax assets and liabilities at December 31, 2017, as it is required to reflect the change in the period in which the law is enacted. The impact of this change was a net benefit of $115,291 in the income tax provision for the period ended December 31, 2017.

The Act also repealed the corporate alternative minimum tax for tax years beginning after January 1, 2018 and provided that prior alternative minimum tax credits would be refundable. As discussed above, CNX has credits that are expected to be refunded between 2018 and 2021 as a result of the Act and monetization opportunities under current law in 2017. The Company's effective tax rate reflects the release of previously recorded valuation allowances against alternative minimum tax credit carry-forwards of $154,385 , including other immaterial changes to valuation, as those credits will now be able to be monetized, net of anticipated sequestration, under the Act.

The Act is a comprehensive tax reform bill containing a number of other provisions that either currently or in the future could impact CNX. The effect of certain limitations effective for the tax year 2018 and forward, specifically related to the deductibility of executive compensation, have been evaluated.

The net benefits for the Act as recorded as provisional amounts as of December 31, 2017 , represent the Company's best estimate using information available to the Company as of February 7, 2018. The Company anticipates U.S. regulatory agencies


93



will issue further regulations over the next year which may alter this estimate. The Company is still evaluating, among other things, the application of limitations for executive compensation related to contracts existing prior to November 2, 2017, and provisions in the Act addressing the deductibility of interest expense after January 1, 2018. The Company will refine its estimates to incorporate new or better information as it comes available through the filing date of its 2017 U.S. income tax returns in the fourth quarter of 2018.

A reconciliation of the beginning and ending gross amounts of unrecognized tax benefits is as follows:
 
For the Years Ended
 
December 31,
 
2017
 
2016
Balance at beginning of period
$
9,103

 
$
12,702

Increase in unrecognized tax benefits resulting from tax positions taken during current period
21,902

 
666

Increase in unrecognized tax benefits resulting from tax positions taken during prior periods
7,474

 

Reduction in unrecognized tax benefits as a result of the lapse of the applicable statute of limitations
(666
)
 

Reduction of unrecognized tax benefits as a result of a settlement with taxing authorities

 
(4,265
)
Balance at end of period
$
37,813

 
$
9,103


If these unrecognized tax benefits were recognized, $29,376 and $666 would affect CNX's effective income tax rate for 2017 and 2016 , respectively.

CNX and its subsidiaries file income tax returns in the United States and returns within various states and Canadian jurisdictions. With few exceptions, the Company is no longer subject to United States federal, state, local or non-U.S. income tax examinations by tax authorities for the years before 2016.

In 2017 , CNX recognized an increase in unrecognized tax benefits of $28,710 for tax benefits resulting from a tax position taken on our federal tax return for the Marginal Well Credit and Consideration of Interest on Depletion in 2016 and plan to take on our 2017 return.

CNX recognizes interest accrued related to unrecognized tax benefits in its interest expense. As of December 31, 2017 and 2016 , the Company had an accrued liability of $644 and $306 , respectively, for interest related to uncertain tax positions. Interest expense of $337 and $253 was recorded in the Company's Consolidated Statements of Income for the years ended December 31, 2017 and 2016 , respectively. During the years ended December 31, 2017 and 2016 , CNX paid no interest related to income tax deficiencies.

CNX recognizes penalties accrued related to uncertain tax positions in its income tax expense. As of December 31, 2017 and 2016 , CNX had no accrued liabilities for tax penalties.

NOTE 6—ASSET RETIREMENT OBLIGATIONS:
The reconciliation of changes in the asset retirement obligations at December 31, 2017 and 2016 is as follows:
 
 
As of December 31,
 
 
2017
 
2016
Balance at beginning of period
 
$
201,006

 
$
145,778

Accretion expense
 
5,760

 
3,755

Payments
 
(6,875
)
 
(4,241
)
Revisions in estimated cash flows
 
5,356

 
56,398

Other
 
(1,177
)
 
(684
)
Balance at end of period
 
$
204,070

 
$
201,006



94



NOTE 7—PROPERTY, PLANT AND EQUIPMENT:
 
December 31,
Property, Plant and Equipment
2017
 
2016
Intangible drilling cost
$
3,849,689

 
$
3,583,599

Proved gas properties
1,999,891

 
2,016,916

Gas gathering equipment
1,182,234

 
1,138,299

Unproved gas properties
919,733

 
1,116,282

Gas wells and related equipment
834,120

 
800,617

Surface land and other equipment
309,602

 
323,908

Other gas assets
221,226

 
204,338

Total Property, Plant and Equipment
$
9,316,495

 
$
9,183,959

Less: Accumulated Depreciation, Depletion and Amortization
3,526,742

 
3,214,984

Total Property, Plant and Equipment - Net
$
5,789,753

 
$
5,968,975

The following assets would be amortized using the units-of-production method. Amounts reflect properties where drilling operations have not yet commenced and therefore, are not being amortized for the years ended December 31, 2017 and 2016 , respectively.
 
December 31,
 
2017
 
2016
Unproved gas properties
$
919,733

 
$
1,116,282

Gas Advance Royalties
13,220

 
13,762

     Total
$
932,953

 
$
1,130,044


As of December 31, 2017 and 2016 , plant and equipment includes gross assets under capital lease of $ 73,688 and $ 73,892 , respectively. Included in Gas gathering equipment is a capital lease for the Jewell Ridge Pipeline of $ 66,919 at December 31, 2017 and 2016 . CNX also maintains a capital lease for vehicles of $ 6,769 and $ 6,973 at December 31, 2017 and 2016 , respectively, which is included in Other gas assets. Accumulated amortization for capital leases was $ 54,431 and $ 48,814 at December 31, 2017 and 2016 , respectively. Amortization expense for capital leases is included in Depreciation, Depletion and Amortization in the Consolidated Statements of Income. See Note 11–Leases for further discussion of capital leases.

Industry Participation Agreements

CNX had two significant industry participation agreements (referred to as "joint ventures" or "JVs") that provided drilling and completion carries for the Company's retained interests.

CNX is party to a joint development agreement with Hess Ohio Developments, LLC (Hess) with respect to approximately 125 thousand net Utica Shale acres in Ohio in which each party has a 50% undivided interest. Under the agreement, as amended, Hess was obligated to pay a total of approximately $335,000 in the form of a 50% drilling carry of certain CNX working interest obligations as the acreage is developed. As of December 31, 2016, Hess' entire carry obligation has been met.

CNX was party to a joint development agreement with Noble Energy, Inc. (Noble) with respect to approximately 700 thousand net Marcellus Shale oil and gas acres in West Virginia and Pennsylvania, in which each party owned a 50% undivided interest. In October 2016, CNX entered into an Exchange Agreement with Noble Energy, which terminated the joint development agreement related to the jointly owned gas assets held in connection with the joint venture with Noble and divided such jointly owned gas assets among CNX and Noble Energy. The transactions contemplated by the Exchange Agreement were closed on December 1, 2016 with an effective date of October 1, 2016. As part of the exchange: each party now owns and operates a 100% interest in properties and wells in two separate operating areas; each party has independent control and flexibility with respect to the scope and timing of future development over its operating area; and all acreage operated by CNX and Noble Energy, Inc. in their respective operating areas will remain fully dedicated to CNX Midstream Partners LP (see Note 20 - Related Party). The exchange was accounted for as a mineral conveyance, thus no gain or loss was recorded in connection with the transaction. In June 2017, Noble Energy announced that it has closed on a transaction divesting its upstream assets in northern West Virginia and southern Pennsylvania to HG Energy II Appalachia, LLC, a portfolio company of Quantum Energy Partners.
 


95



NOTE 8—SHORT-TERM NOTES PAYABLE:

CNX's senior secured credit agreement expires on June 18, 2019. In November 2017, the facility was amended to allow for the spin-off of the Company's coal business (See Note 2 - Discontinued Operations). At that time, the lenders' commitments to the facility were reduced from $ 2,000,000 to $ 1,500,000 , and the borrowing base remained unchanged at $ 2,000,000 , including a $ 650,000 letters of credit aggregate sub-limit. CNX can also request an additional $ 500,000 increase in the aggregate borrowing limit amount.

The facility is secured by substantially all of the assets of CNX Resources Corporation and certain of its subsidiaries. Fees and interest rate spreads are based on the percentage of facility utilization, measured quarterly. Availability under the facility is limited to a borrowing base, which is determined by the lenders syndication agent and approved by the required number of lenders in good faith by calculating a value of CNX's proved natural gas reserves.

The facility contains a number of affirmative and negative covenants that limit the Company's ability to dispose of assets, make investments, purchase or redeem CNX common stock, pay dividends, merge with another corporation and amend, modify or restate the senior unsecured notes. The April 2016 facility amendment requires that the Company must: (i) prepay outstanding loans under the revolving credit facility to the extent that cash on hand exceeds $150,000 for two consecutive business days; (ii) mortgage 85% of its proved reserves and 80% of its proved developed producing reserves, in each case, which are included in the borrowing base; (iii) maintain applicable deposit, securities and commodities accounts with the lenders or affiliates thereof; and (iv) enter into control agreements with respect to such applicable accounts. In addition, the Company pledged the equity interest it holds in CNX Gathering, LLC and CNX Midstream Partners, LP as collateral to secure loans under the credit agreement. Further, the credit facility allows unlimited investments in joint ventures for the development and operation of natural gas gathering systems.

The facility also requires that CNX maintains a minimum interest coverage ratio of no less than 2.50 to 1.00, which is calculated as the ratio of Adjusted EBITDA to cash interest expense of CNX and certain of its subsidiaries, measured quarterly. CNX must also maintain a minimum current ratio of no less than 1.00 to 1.00, which is calculated as the ratio of current assets, plus revolver availability, to current liabilities, excluding borrowings under the revolver, measured quarterly. At December 31, 2017 , the interest coverage ratio was 4.01 to 1.00 and the current ratio was 4.78 to 1.00.

At December 31, 2017 , the $1,500,000 facility had no borrowings outstanding and $ 239,072 of letters of credit outstanding, leaving $ 1,260,928 of unused capacity. At December 31, 2016 , the $2,000,000 facility had no borrowings outstanding and $325,676 of letters of credit outstanding, leaving $1,674,324 of unused capacity.

NOTE 9—OTHER ACCRUED LIABILITIES:
 
 
December 31,
 
 
2017
 
2016
Royalties
 
$
60,008

 
$
42,425

Gas derivatives
 
41,291

 
231,573

Accrued interest
 
32,172

 
35,127

Transportation charges
 
13,004

 
9,856

Short-term incentive compensation
 
12,062

 
13,424

Deferred revenue
 
11,559

 
7,691

Accrued other taxes
 
9,779

 
9,261

Accrued payroll & benefits
 
6,615

 
7,322

Other
 
30,083

 
26,155

Current portion of long-term liabilities:
 

 

Asset retirement obligations
 
5,302

 
5,302

Salary retirement
 
1,532

 
1,505

Total Other Accrued Liabilities
 
$
223,407


$
389,641




96



NOTE 10—LONG-TERM DEBT:
 
December 31,
 
2017
 
2016
Debt:
 
 
 
Senior Notes due April 2022 at 5.875% (Principal of $1,705,682 and $1,850,000 plus Unamortized Premium of $3,544 and $4,731, respectively)
$
1,709,226

 
$
1,854,731

Senior Notes due April 2023 at 8.00% (Principal of $500,000 less Unamortized Discount of $4,751 and $5,656, respectively)
495,249

 
494,344

Senior Notes due April 2020 at 8.25%, Issued at Par Value

 
74,470

Senior Notes due March 2021 at 6.375%, Issued at Par Value

 
20,611

Other Note Maturing in 2018 (Principal of $358 and $1,789 less Unamortized Discount of $8 and $117, respectively)
350

 
1,672

Less: Unamortized Debt Issuance Costs
17,536

 
23,356

 
2,187,289

 
2,422,472

Less: Amounts Due in One Year*
263

 
1,304

Long-Term Debt
$
2,187,026

 
$
2,421,168


*Excludes current portion of Capital Lease Obligations of $6,848 and $6,620 at December 31, 2017 and 2016 , respectively.

Annual undiscounted maturities on long-term debt during the next five years and thereafter are as follows:
Year ended December 31,
Amount
2018
$
358

2019

2020

2021

2022
1,705,682

Thereafter
500,000

      Total Long-Term Debt Maturities
$
2,206,040


During the year ended December 31, 2017 , CNX called the remaining $74,470 balance on its 8.25% senior notes due in April 2020 and the remaining $20,611 balance on its 6.375% senior notes due in March 2021 . The call price was $101.375 for the 8.25% senior notes due in April 2020 and $102.125 for the 6.375% senior notes due in March 2021 . Additionally, CNX purchased $144,318 of its outstanding 5.875% senior notes due in April 2022 . As part of these transactions, a loss of $2,129 was included in Loss on Debt Extinguishment on the Consolidated Statements of Income for the year ended December 31, 2017 .

During the year ended December 31, 2015 , CNX purchased $940,330 of its outstanding 8.25% senior notes due in April 2020 and $229,389 of its outstanding 6.375% senior notes due in March 2021. As part of these transactions, a loss of $67,751 was included in Loss on Debt Extinguishment on the Consolidated Statements of Income for the year ended December 31, 2015 .



97



NOTE 11—LEASES:
CNX uses various leased facilities and equipment in its operations. Future minimum lease payments under capital and operating leases, together with the present value of the net minimum capital lease payments, at December 31, 2017 are as follows:
 
 
Capital
 
Operating
 
 
Leases
 
Leases
Year Ended December 31,
 
 
 
 
2018
 
$
8,562

 
$
7,497

2019
 
8,362

 
6,334

2020
 
7,539

 
5,565

2021
 
6,706

 
5,438

2022
 

 
5,378

Thereafter
 

 
41,433

Total minimum lease payments
 
$
31,169

 
$
71,645

Less amount representing interest (3.00% – 7.36%)
 
3,974

 
 
Present value of minimum lease payments
 
27,195

 
 
Less amount due in one year
 
6,848

 
 
Total long-term capital lease obligation
 
$
20,347

 
 

Rental expense under operating leases was $16,797 , $20,772 , and $26,360 for the years ended December 31, 2017 , 2016 and 2015 , respectively.

NOTE 12—PENSION:
CNX has a non-contributory defined benefit retirement plan. According to the Defined Benefit Plans Topic of the Financial Accounting Standards Board (FASB) Accounting Standards Codification, if the lump sum distributions made during a plan year, which for CNX is January 1 to December 31, exceed the total of the projected service cost and interest cost for the plan year, settlement accounting is required. Lump sum payments exceeded this threshold during the year ended December 31, 2015 . Accordingly, CNX recognized settlement expense of $3,132 for the year ended December 31, 2015 in Other Expense in the Consolidated Statements of Income. Lump sum payments did not exceed this threshold during the years ended December 31, 2017 or 2016 .



























98



The reconciliation of changes in the benefit obligation, plan assets and funded status of the pension benefits is as follows:
 
 
December 31,
 
 
2017
 
2016
Change in benefit obligation:
 
 
 
 
Benefit obligation at beginning of period
 
$
34,051

 
$
33,196

Service cost
 
375

 
367

Interest cost
 
1,201

 
1,250

Actuarial loss
 
2,127

 
651

Benefits and other payments
 
(1,474
)
 
(1,413
)
Benefit obligation at end of period
 
$
36,280

 
$
34,051

 
 
 
 
 
Change in plan assets:
 
 
 
 
Fair value of plan assets at beginning of period
 
$

 
$

Company contributions
 
1,474

 
1,413

Benefits and other payments
 
(1,474
)
 
(1,413
)
Fair value of plan assets at end of period
 
$

 
$

 
 
 
 
 
Funded status:
 
 
 
 
Current liabilities
 
$
(1,532
)
 
$
(1,505
)
Noncurrent liabilities
 
(34,748
)
 
(32,546
)
Net obligation recognized
 
$
(36,280
)
 
$
(34,051
)
 
 
 
 
 
Amounts recognized in accumulated other comprehensive loss consist of:
 
 
 
 
Net actuarial loss
 
$
14,374

 
$
13,772

Prior service credit
 
(626
)
 
(988
)
Net amount recognized (before tax effect)
 
$
13,748

 
$
12,784


The components of the net periodic benefit cost are as follows:
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
Components of net periodic benefit cost:
 
 
 
 
 
Service cost
$
375

 
$
367

 
$
475

Interest cost
1,201

 
1,250

 
1,526

Amortization of prior service credits
(362
)
 
(362
)
 
(362
)
Recognized net actuarial loss
1,525

 
1,505

 
2,252

Settlement loss

 

 
3,132

Net periodic benefit cost
$
2,739

 
$
2,760

 
$
7,023


Amounts included in accumulated other comprehensive loss which are expected to be recognized in 2018 net periodic benefit cost:
 
 
Pension
 
 
Benefits
Prior service credit recognition
 
$
(362
)
Actuarial loss recognition
 
$
1,492


CNX utilizes a corridor approach to amortize actuarial gains and losses that have been accumulated under the pension plan. Cumulative gains and losses that are in excess of 10% of the greater of either the projected benefit obligation (PBO) or the market-related value of plan assets are amortized over the expected remaining future lifetime of all plan participants for the pension plan.




99



The following table provides information related to the pension plan with an accumulated benefit obligation in excess of plan assets:
 
 
As of December 31,
 
 
2017
 
2016
Projected benefit obligation
 
$
36,280

 
$
34,051

Accumulated benefit obligation
 
$
35,264

 
$
32,838

Fair value of plan assets
 
$

 
$


Assumptions:

The weighted-average assumptions used to determine benefit obligations are as follows:
 
 
For the Year Ended
 
 
As of December 31,
 
 
2017
 
2016
Discount rate
 
3.70
%
 
4.26
%
Rate of compensation increase
 
4.05
%
 
3.90
%

The discount rates are determined using a Company-specific yield curve model (above-mean) developed with the assistance of an external actuary. The Company-specific yield curve models (above-mean) use a subset of the expanded bond universe to determine the Company-specific discount rate. Bonds used in the yield curve are rated AA by Moody's or Standard & Poor's as of the measurement date. The yield curve models parallel the plans' projected cash flows, and the underlying cash flows of the bonds included in the models exceed the cash flows needed to satisfy the Company plans.

The weighted-average assumptions used to determine net periodic benefit cost are as follows:
 
For the Years ended December 31,
 
2017
 
2016
 
2015
Discount rate
4.26
%
 
4.55
%
 
4.07
%
Rate of compensation increase
3.90
%
 
3.80
%
 
3.80
%

Cash Flows:

CNX expects to pay benefits of $1,532 from the non-qualified pension plan in 2018.
The following benefit payments, which reflect expected future service, are expected to be paid:
 
 
Pension
Year ended December 31,
 
Benefits
2018
 
$
1,532

2019
 
$
1,596

2020
 
$
1,679

2021
 
$
1,757

2022
 
$
1,842

Year 2023-2027
 
$
10,456



100



NOTE 13—STOCK-BASED COMPENSATION:
CNX adopted the Equity Incentive Plan (the Equity Incentive Plan) on April 7, 1999. The Equity Incentive Plan provides for grants of stock-based awards to key employees and to non-employee directors. Amendments to the Equity Incentive Plan have been adopted and approved by the Board of Directors and the Company's Shareholders since the commencement of the Equity Incentive Plan. Most recently, in May 2016, the Company's Shareholders adopted and approved a 10,550,000 increase to the total number of shares available for issuance, which brought the total number of shares of common stock that can be covered by grants, after adjustment, in accordance with the terms of the Equity Incentive Plan, for the separation of the coal business from the gas business on November 28, 2017, to 48,915,944 . At December 31, 2017 , 7,411,143 shares of common stock remained available for grant under the plan. The Equity Incentive Plan provides that the aggregate number of shares available for issuance will be reduced by one share for each share relating to stock options and by 1.62 for each share relating to Performance Share Units (PSUs) or Restricted Stock Units (RSUs). No award of stock options may be exercised under the Equity Incentive Plan after the tenth anniversary of the grant date of the award.

For those shares expected to vest, CNX recognizes stock-based compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term. Options and RSUs vest over a three-year term. PSUs granted in 2015 vest over a three-year term while PSUs granted in 2016 and 2017 vest over a five-year term at 20% per year subject to performance conditions. If an employee leaves the Company, all unvested shares are forfeited. The vesting of all awards will accelerate in the event of death and disability and may accelerate upon a change in control of CNX. The total stock-based compensation expense recognized during the years ended December 31, 2017 , 2016 and 2015 was $ 16,983 , $ 19,316 and $ 14,314 , respectively. The related deferred tax benefit totaled $ 6,114 , $ 7,272 and $ 5,210 , for the years ended December 31, 2017 , 2016 and 2015 , respectively.

As of December 31, 2017 , CNX has $ 28,712 of unrecognized compensation cost related to all nonvested stock-based compensation awards, which is expected to be recognized over a weighted-average period of 2.75 years. When stock options are exercised and restricted and performance stock unit awards become vested, the issuances are made from CNX's common stock shares.

Pursuant to the terms of the CNX Equity Plan and the outstanding awards, in the event of certain changes in the outstanding common stock of CNX or its capital structure, including by reason of a spin-off, the administrator of the CNX Equity Plan is required to appropriately adjust the number, exercise price, kind of shares, performance goals or other terms and conditions of Awards granted thereunder. In connection with the Separation, the Board of Directors of CNX has determined that it is appropriate that the outstanding awards be equitably adjusted pursuant to the terms of the CNX Equity Plan and/or converted into awards issued under the CONSOL Energy Inc. (CEIX) Equity Incentive Plan, such that the intrinsic value of the outstanding awards immediately following the separation remains the same as the intrinsic value of such awards immediately prior to the separation. It was agreed upon that a simple average of the volume weighted average price (VWAP) per share for each of the three trading days prior to the distribution of CONSOL Energy, Inc will be divided by the simple average of the VWAP for each of the 3 trading days subsequent to the distribution date of CNX or CEIX will be used to ensure intrinsic value was preserved for conversion of CONSOL Energy units to CNX or CEIX units. Each type of award is summarized below:

CONSOL Energy's stock options held by both CNX and CEIX employees and former employees were adjusted to provide holders 1.15504 options to purchase CNX common stock for every option of CONSOL Energy stock held.
CONSOL Energy's restricted stock and performance share units awarded to CNX employees under the Performance Share Program were adjusted to provide holders 1.15504 restricted shares or performance share units of CNX stock for every one restricted share or performance share unit of CONSOL Energy stock.
CONSOL Energy's restricted stock and performance share units awarded to CEIX employees were adjusted to provide holders .71890 restricted shares or performance share units of CEIX stock for every one restricted share or performance share unit of CONSOL Energy stock.

The separation resulted in a modification of the equity plans but did not have a material impact on the financial statements as of December 31, 2017 .

In March 2016, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update on stock compensation that was intended to simplify and improve the accounting and statement of cash flow presentation for income taxes at settlement, forfeitures, and net settlements for withholding tax. The guidance is effective for public entities for fiscal years beginning after December 15, 2016. In accordance with this Update, $4,867 of additional income tax expense was recognized in the Consolidated Statements of Income for the year ended December 31, 2017 . Also in accordance with this Update, the value of shares withheld for employee tax withholding purposes of $6,681 and $1,649 for the years ended December 31, 2017 and 2016 were reclassified between Net Cash Provided by Operating Activities and Net Cash Used in Financing Activities of the Consolidated


101



Statements of Cash Flows. As permitted by this Update, the Company has elected to account for forfeitures of stock compensation as they occur. The cumulative effect of the policy election to recognize forfeitures as they occur was nominal.
Stock Options:
CNX examined its historical pattern of option exercises in an effort to determine if there were any discernable activity patterns based on certain employee populations. From this analysis, CNX identified two distinct employee populations and used the Black-Scholes option pricing model to value the options for each of the employee populations. The expected term computation presented in the table below is based upon a weighted average of the historical exercise patterns and post-vesting termination behavior of the two populations. The risk-free interest rate was determined for each vesting tranche of an award based upon the calculated yield on U.S. Treasury obligations for the expected term of the award. A combination of historical and implied volatility is used to determine expected volatility and future stock price trends. The total fair value of options granted during the years ended December 31, 2017 and 2016 was $353 and $19,305 , respectively, based on the following assumptions and weighted average fair values:
 
 
December 31,
December 31,
 
 
2017
2016
Weighted average fair value of grants
 
$
6.19

$
5.73

Risk-free interest rate
 
1.66
%
1.13
%
Expected dividend yield
 
%
0.27
%
Expected forfeiture rate
 
%
2.00
%
Expected volatility
 
50.85
%
61.09
%
Expected term in years
 
3.71

4.90

CNX did not grant stock option awards during the year ended December 31, 2015 .
A summary of the status of stock options granted is presented below:
 
 
 
 
 
 
Weighted
 
 
 
 
 
 
 
 
Average
 
 
 
 
 
 
Weighted
 
Remaining
 
Aggregate
 
 
 
 
Average
 
Contractual
 
Intrinsic
 
 
 
 
Exercise
 
Term (in
 
Value (in
 
 
Shares
 
Price
 
years)
 
thousands)
Balance at December 31, 2016
 
6,208,813

 
$43.12
 
 
 
 
Granted
 
56,947

 
$15.69
 
 
 
 
Exercised
 
(126,221
)
 
$7.94
 
 
 
 
Forfeited/Expired
 
(778,413
)
 
$30.77
 
 
 
 
Awards granted in conversion, as a result of the separation
 
831,189

 
$21.50
 
 
 
 
Balance at December 31, 2017
 
6,192,315

 
$21.51
 
5.60

 
$

Vested
 
4,332,383

 
$27.81
 
4.42

 
$

Exercisable at December 31, 2017
 
4,187,408

 
$28.38
 
4.33

 
$

At December 31, 2017 , there are 5,756,074 employee stock options outstanding under the Equity Incentive Plan. Non-employee director stock options vest one year after the grant date. There are 436,241 stock options outstanding under these grants.

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between CNX's closing stock price on the last trading day of the year ended December 31, 2017 and the option's exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2017 . This amount varies based on the fair market value of CNX's stock.The total intrinsic value of options exercised for the years ended December 31, 2017 , 2016 and 2015 was $1,067 , $ 0 and $ 2,744 , respectively.

Cash received from option exercises for the years ended December 31, 2017 , 2016 and 2015 was $1,002 , $ 0 , and $ 8,281 , respectively. The tax impact from option exercises totaled $205 , $ 0 , and $ 208 for the years ended December 31, 2017 , 2016 and 2015 , respectively.


102



Restricted Stock Units:

Under the Equity Incentive Plan, CNX grants certain employees and non-employee directors RSU awards, which entitle the holder to receive shares of common stock as the award vests. Non-employee director RSUs vest at the end of one year. Compensation expense is recognized over the vesting period of the units, described above. The total fair value of RSUs granted during the years ended December 31, 2017 , 2016 and 2015 was $ 14,328 , $ 493 and $ 26,550 , respectively. The total fair value of restricted stock units vested during the years ended December 31, 2017 , 2016 and 2015 was $ 12,805 , $ 19,095 and $ 20,793 , respectively. The following table represents the nonvested restricted stock units and their corresponding fair value (based upon the closing share price) at the date of grant:
 
 
Number of
 
Weighted Average
 
 
Shares
 
Grant Date Fair Value
Nonvested at December 31, 2016
 
663,003

 
$31.97
Granted
 
863,483

 
$16.59
Vested
 
(408,117
)
 
$31.38
Forfeited
 
(54,823
)
 
$20.67
RSUs surrendered as a result of the separation
 
(253,959
)
 
$21.14
RSUs granted in conversion, as a result of the separation
 
127,875

 
$16.02
Nonvested at December 31, 2017
 
937,462

 
$16.01
Performance Share Units:
Under the Equity Incentive Plan, CNX grants certain employees performance share unit awards, which entitle the holder to shares of common stock subject to the achievement of certain market and performance goals. Compensation expense is recognized over the performance measurement period of the units in accordance with the provisions of the Stock Compensation Topic of the FASB Accounting Standards Codification for awards with market and performance vesting conditions. The total fair value of performance share units granted during the years ended December 31, 2017 , 2016 and 2015 was $ 9,789 , $ 24,283 and $ 18,771 , respectively. The total fair value of performance share units vested during the years ended December 31, 2017 , 2016 and 2015 was $17,646 , $ 0 and $ 20,083 , respectively. The following table represents the nonvested performance share units and their corresponding fair value (based upon the closing share price) on the date of grant:
 
 
Number of
 
Weighted Average
 
 
Shares
 
Grant Date Fair Value
Nonvested at December 31, 2016
 
1,424,551

 
$26.41
Granted
 
447,691

 
$21.87
PSUs issued as a result of 200% payout
 
187,062

 
$25.80
Vested
 
(560,960
)
 
$31.46
Forfeited
 
(16,124
)
 
$20.65
PSUs surrendered as a result of the separation
 
(379,893
)
 
$24.04
PSUs granted in conversion, as a result of the separation
 
170,715

 
$25.53
Nonvested at December 31, 2017
 
1,273,042

 
$25.53
Performance Options:
Under the Equity Incentive Plan in 2010, CNX granted certain employees performance options, which entitled the holder to shares of common stock subject to the achievement of certain performance goals. Compensation expense was recognized over the vesting period of the options. The Black-Scholes option valuation model was used to value each tranche separately. No performance options were granted in 2017, 2016, or 2015. A summary of the status of performance options is presented below:


103



 
 
 
 
 
 
Weighted
 
 
 
 
 
 
 
 
Average
 
 
 
 
 
 
Weighted
 
Remaining
 
Aggregate
 
 
 
 
Average
 
Contractual
 
Intrinsic
 
 
 
 
Exercise
 
Term (in
 
Value (in
 
 
Shares
 
Price
 
years)
 
thousands)
Balance at December 31, 2016
 
802,804

 
$45.05
 
 
 
 
Granted
 

 
 
 
 
 
Exercised
 

 
 
 
 
 
Forfeited/Expired
 

 
 
 
 
 
Options granted in conversion, as a result of the separation
 
124,464

0.04

$39.00
 
 
 
 
Balance at December 31, 2017
 
927,268

 
$39.00
 
2.42

 
$

Vested
 
927,268

 
$39.00
 
2.42

 
$

Exercisable at December 31, 2017
 
927,268

 
$39.00
 
2.42

 
$


NOTE 14—SUPPLEMENTAL CASH FLOW INFORMATION:
The following are non-cash transactions that impact the investing and financing activities of CNX. For non-cash transactions that relate to the separation, as well as, acquisitions and dispositions, see Note 2 - Discontinued Operations and Note - 3 Acquisitions and Dispositions.
CNX obtains capital lease arrangements for company-used vehicles. For the years ended December 31, 2017 , 2016 amounts were nominal and for the year ended December 31, 2015 , CNX entered into non-cash capital lease arrangements of $ 4,241 .

As of December 31, 2017 , 2016 and 2015 , CNX purchased goods and services related to capital projects in the amount of $ 2,379 , $ 5,501 and $25,827 , respectively, which are included in accounts payable.

The following table shows cash paid (received) during the year for:
 
 
For the Years Ended December 31,
 
 
2017
 
2016
 
2015
Interest (net of amounts capitalized)
 
$
152,047

 
$
186,924

 
$
207,094

Income taxes
 
$
(121,773
)
 
$
(18,032
)
 
$
(59,584
)
NOTE 15—CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS:
CNX markets natural gas primarily to gas wholesalers in the United States. Concentration of credit risk is summarized below:
 
 
December 31,
 
 
2017
 
2016
Gas Wholesalers
 
$
126,387

 
$
95,826

NGL, Condensate & Processing Facilities

 
29,841

 
27,468

Other
 
589

 
1,220

Total Accounts Receivable Trade
 
$
156,817

 
$
124,514

During the year ended December 31, 2017 sales to Direct Energy Business Marketing LLC were $153,565 and sales to NJR Energy Services Company were $147,595 , each of which comprises over 10% of sales.
During the year ended December 31, 2016 , sales to NJR Energy Services Company were $106,280 , which comprised over 10% of the Company's revenues.
During the year ended December 31, 2015 , sales to NJR Energy Services Company were $131,299 , which comprised over 10% of the Company's revenues.



104



NOTE 16—FAIR VALUE OF FINANCIAL INSTRUMENTS:
CNX determines the fair value of assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. The fair value hierarchy is based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources (including NYMEX forward curves, LIBOR-based discount rates and basis forward curves), while unobservable inputs reflect the Company's own assumptions of what market participants would use.
The fair value hierarchy includes three levels of inputs that may be used to measure fair value as described below:
Level One - Quoted prices for identical instruments in active markets.
Level Two - The fair value of the assets and liabilities included in Level 2 are based on standard industry income approach models that use significant observable inputs, including NYMEX forward curves, LIBOR-based discount rates and basis forward curves.
Level Three - Unobservable inputs significant to the fair value measurement supported by little or no market activity.
In those cases when the inputs used to measure fair value meet the definition of more than one level of the fair value hierarchy, the lowest level input that is significant to the fair value measurement in its totality determines the applicable level in the fair value hierarchy.
The financial instrument measured at fair value on a recurring basis is summarized below:
 
Fair Value Measurements at
December 31, 2017
 
Fair Value Measurements at
December 31, 2016
Description
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Gas Derivatives
$

 
$
59,949

 
$

 
$

 
$
(188,156
)
 
$

Put Option
$

 
$
(3,500
)
 
$

 
$

 
$

 
$

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

Cash and cash equivalents: The carrying amount reported in the Consolidated Balance Sheets for cash and cash equivalents approximates its fair value due to the short-term maturity of these instruments.

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

The carrying amounts and fair values of financial instruments for which the fair value option was not elected are as follows:
 
December 31, 2017
 
December 31, 2016
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Cash and Cash Equivalents
$
509,167

 
$
509,167

 
$
46,299

 
$
46,299

Long-Term Debt
$
2,204,825

 
$
2,281,282

 
$
2,445,828

 
$
2,422,247

Cash and cash equivalents represent highly-liquid instruments and constitute Level 1 fair value measurements. Certain of the Company’s debt is actively traded on a public market and, as a result, constitute Level 1 fair value measurements. The portion of the Company’s debt obligations that is not actively traded is valued through reference to the applicable underlying benchmark rate and, as a result, constitute Level 2 fair value measurements.



105



NOTE 17—DERIVATIVE INSTRUMENTS:

CNX enters into financial derivative instruments to manage its exposure to commodity price volatility. These natural gas and NGL commodity hedges are accounted for on a mark-to-market basis with changes in fair value recorded in current period earnings.

CNX is exposed to credit risk in the event of non-performance by counterparties. The creditworthiness of counterparties is subject to continuing review. The Company has not experienced any issues of non-performance by derivative counterparties.

None of the Company's counterparty master agreements currently require CNX to post collateral for any of its positions. However, as stated in the counterparty master agreements, if the Company's obligations with one of its counterparties cease to be secured on the same basis as similar obligations with the other lenders under the credit facility, CNX would have to post collateral for instruments in a liability position in excess of defined thresholds. All of the Company's derivative instruments are subject to master netting arrangements with its counterparties. CNX recognizes all financial derivative instruments as either assets or liabilities at fair value on the Consolidated Balance Sheets on a gross basis.

Each of the Company's counterparty master agreements allows, in the event of default, the ability to elect early termination of outstanding contracts. If early termination is elected, CNX and the applicable counterparty would net settle all open hedge positions.

The total notional amounts of production of the Company's derivative instruments at December 31, 2017 and December 31, 2016 were as follows:
 
December 31,
 
Forecasted to
 
2017
 
2016
 
Settle Through
Natural Gas Commodity Swaps (Bcf)
1,067.2

 
744.7

 
2022
Natural Gas Basis Swaps (Bcf)
688.1

 
482.0

 
2022
Propane Commodity Swaps (Mbbls)

 
126.0

 

The gross fair value of the Company's derivative instruments at December 31, 2017 and December 31, 2016 were as follows:
Asset Derivative Instruments
 
Liability Derivative Instruments
 
December 31,
 
 
December 31,
 
2017
 
2016
 
 
2017
 
2016
Commodity Swaps:
 
 
 
 
 
 
 
Prepaid Expense
$
62,369

 
$
16

 
Other Accrued Liabilities
$
5,985

 
$
209,980

Other Assets
59,281

 
29,596

 
Other Liabilities
42,419

 
67,139

Total Asset
$
121,650

 
$
29,612

 
Total Liability
$
48,404

 
$
277,119

 
 
 
 
 
 
 
 
 
Basis Only Swaps:
 
 
 
 
 
 
 
 
Prepaid Expense
$
14,965

 
$
56,916

 
Other Accrued Liabilities
$
35,306

 
$
21,593

Other Assets
24,223

 
35,603

 
Other Liabilities
17,179

 
11,575

Total Asset
$
39,188

 
$
92,519

 
Total Liability
$
52,485

 
$
33,168















106





The effect of derivative instruments on the Company's Consolidated Statements of Income was as follows:
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
Cash (Paid) Received in Settlement of Commodity Derivative Instruments:
 
 
 
 
 
  Commodity Swaps:
 
 
 
 
 
    Natural Gas
$
(34,928
)
 
$
225,797

 
$
193,976

    Propane
(1,216
)
 
(650
)
 

  Natural Gas Basis Swaps
(5,030
)
 
20,065

 
2,372

Total Cash (Paid) Received in Settlement of Commodity Derivative Instruments
(41,174
)
 
245,212

 
196,348

 
 
 
 
 
 
Unrealized Gain (Loss) on Commodity Derivative Instruments:
 
 
 
 
 
  Commodity Swaps:
 
 
 
 
 
    Natural Gas
319,605

 
(520,170
)
 
81,142

    Propane
1,147

 
(1,148
)
 

  Natural Gas Basis Swaps
(72,648
)
 
66,604

 
(7,653
)
  Reclassified from Accumulated OCI

 
68,481

 
123,105

Total Unrealized Gain (Loss) on Commodity Derivative Instruments
248,104

 
(386,233
)
 
196,594

 
 
 
 
 
 
Gain (Loss) on Commodity Derivative Instruments:
 
 
 
 
 
  Commodity Swaps:
 
 
 
 
 
    Natural Gas
$
284,677

 
$
(294,373
)
 
$
275,118

    Propane
(69
)
 
(1,798
)
 

  Natural Gas Basis Swaps
(77,678
)
 
86,669

 
(5,281
)
  Reclassified from Accumulated OCI

 
68,481

 
123,105

Total Gain (Loss) on Commodity Derivative Instruments
$
206,930

 
$
(141,021
)
 
$
392,942

    
Changes in Accumulated OCI, net of tax, attributable to cash flow hedges that were de-designated December 31, 2014 were as follows:
 
 
 
For the Years Ended December 31,
 
2016
 
2015
Beginning Balance – Accumulated OCI
$
43,470

 
$
121,521

Gain Reclassified from Accumulated OCI (Net of tax: $25,011, $45,054)
(43,470
)
 
(78,051
)
Ending Balance – Accumulated OCI
$

 
$
43,470


The Company also enters into fixed price natural gas sales agreements that are satisfied by physical delivery. These physical commodity contracts qualify for the normal purchases and sales exception and are not subject to derivative instrument accounting.


107



NOTE 18—COMMITMENTS AND CONTINGENT LIABILITIES:

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

The following lawsuits and claims include those for which a loss is probable and an accrual has been recognized:

Hale Litigation: This class action lawsuit was filed on September 23, 2010 in the U.S. District Court in Abingdon, Virginia. The putative class consists of force-pooled unleased gas owners whose ownership of the coalbed methane (CBM) gas was declared to be in conflict with rights of others. The lawsuit seeks a judicial declaration of ownership of the CBM and damages based on allegations CNX Gas Company failed to either pay royalties due to conflicting claimants or deemed lessors or paid them less than required because of the alleged practice of improper below market sales and/or taking alleged improper post-production deductions. On September 30, 2013, the District Judge entered an Order certifying the class, and CNX Gas Company appealed the Order to the U.S. Fourth Circuit Court of Appeals. On August 19, 2014, the Fourth Circuit agreed with CNX Gas Company, reversed the Order certifying the class and remanded the case to the trial court for further proceedings consistent with the decision. On April 23, 2015, Plaintiffs filed a Renewed Motion for Class Certification, which CNX opposed. On March 29, 2017, the Court issued an Order certifying four issues for class treatment: (1) allegedly excessive deductions; (2) royalties based on purported improperly low prices; (3) deduction of severance taxes; and (4) Plaintiffs' request for an accounting. On April 13, 2017, CNX filed a Petition for Allowance of Appeal with the Fourth Circuit, and on May 22, 2017 the Petition was denied. CNX and plaintiffs’ counsel have reached an agreement in principal to settle the certified class claims, subject to court approval. The Company has established an accrual to cover its estimated liability for this case. This accrual is immaterial to the overall financial position of CNX and is included in Other Accrued Liabilities on the Consolidated Balance Sheets.

Addison Litigation: This class action lawsuit was filed on April 28, 2010 in the U.S. District Court in Abingdon, Virginia. The putative class consists of gas lessors whose gas ownership is in conflict. The lawsuit seeks a judicial declaration of ownership of the CBM and damages based on the allegations that CNX Gas Company failed to either pay royalties due to these conflicting claimant lessors or paid them less than required because of the alleged practice of improper below market sales and/or taking alleged improper post-production deductions. On September 30, 2013, the District Judge entered an Order certifying the class, and CNX Gas Company appealed the Order to the U.S. Fourth Circuit Court of Appeals. On August 19, 2014, the Fourth Circuit agreed with CNX Gas Company, reversed the Order certifying the class and remanded the case to the trial court for further proceedings consistent with the decision. On April 23, 2015, Plaintiffs filed a Renewed Motion for Class Certification, which CNX opposed. On March 29, 2017, the Court issued an Order denying class certification in this matter. CNX and plaintiff’s counsel have reached an agreement in principal to settle this lawsuit. The Company has established an accrual to cover its estimated liability for this case. This accrual is immaterial to the overall financial position of CNX and is included in Other Accrued Liabilities on the Consolidated Balance Sheets.
 
At December 31, 2017 , CNX has provided the following financial guarantees, unconditional purchase obligations and letters of credit to certain third parties as described by major category in the following table. These amounts represent the maximum potential of total future payments that the Company could be required to make under these instruments. These amounts have not been reduced for potential recoveries under recourse or collateralization provisions. Generally, recoveries under reclamation bonds would be limited to the extent of the work performed at the time of the default. No amounts related to these unconditional purchase obligations and letters of credit are recorded as liabilities in the financial statements. CNX management believes that these commitments will expire without being funded, and therefore will not have a material adverse effect on financial condition.


108



 
Amount of Commitment Expiration Per Period
 
Total
Amounts
Committed
 
Less Than
1  Year
 
1-3 Years
 
3-5 Years
 
Beyond
5  Years
Letters of Credit:
 
 
 
 
 
 
 
 
 
Firm Transportation
$
239,052

 
$
231,992

 
$
7,060

 
$

 
$

Other
20

 
20

 

 

 

Total Letters of Credit
239,072

 
232,012

 
7,060

 

 

Surety Bonds:
 
 
 
 
 
 
 
 
 
Employee-Related
1,850

 
1,850

 

 

 

Environmental
5,438

 
4,178

 
1,260

 

 

Other
12,485

 
10,823

 
1,662

 

 

Total Surety Bonds
19,773

 
16,851

 
2,922

 

 

Guarantees:
 
 
 
 
 
 
 
 
 
CONSOL Energy
192,490

 
59,809

 
69,059

 
41,047

 
22,575

Total Guarantees
192,490

 
59,809

 
69,059

 
41,047

 
22,575

Total Commitments
$
451,335

 
$
308,672

 
$
79,041

 
$
41,047

 
$
22,575


Included in the above table are commitments and guarantees entered into in conjunction with the spin-off of the Company's coal business (See Note 2 - Discontinued Operations). Although CONSOL Energy agreed to indemnify us to the extent that we are called upon to pay any of these liabilities, there is no assurance that CONSOL Energy will satisfy its obligations to indemnify us in these situations.

CNX enters into long-term unconditional purchase obligations to procure major equipment purchases, natural gas firm transportation, gas drilling services and other operating goods and services. These purchase obligations are not recorded on the Consolidated Balance Sheets. As of December 31, 2017 , the purchase obligations for each of the next five years and beyond were as follows:
 
Obligations Due
Amount
Less than 1 year
$
181,303

1 - 3 years
264,773

3 - 5 years
237,625

More than 5 years
513,744

Total Purchase Obligations
$
1,197,445




109



NOTE 19—SEGMENT INFORMATION:

The principal activity of CNX, which includes four reportable segments, is to produce pipeline quality natural gas for sale primarily to gas wholesalers. The Company's reportable segments are Marcellus Shale, Utica Shale, Coalbed Methane, and Other Gas. The Other Gas segment is primarily related to shallow oil and gas production which is not significant to the Company. It also includes the Company's purchased gas activities, unrealized gain or loss on commodity derivative instruments, exploration and production related other costs, impairment of exploration and production properties, as well as various other operating activities not allocated to each individual segment.
The Company's unallocated expenses include selling, general and administrative activities, other expense, gain on sale of assets, loss on debt extinguishment, interest expense and income taxes.
Prior to the spin-off of the coal company in November 2017 (See Note 2 - Discontinued Operations), CNX had a Coal division. The Coal division had three reportable segments; PA Operations, Virginia (VA) Operations and Other Coal. The VA Operations segment included the Buchanan Mine and the Other Coal segment was primarily comprised of the assets and operations of the Miller Creek and Fola Complexes, as well as coal terminal operations, closed and idle mine activities, selling, general and administrative activities and various other non-operated activities.
In the preparation of the following information, intersegment sales have been recorded at amounts approximating market. Operating profit for each segment is based on sales less identifiable operating and non-operating expenses. Assets are reflected at the Total Operating level and are not allocated between each individual segment. These assets are not allocated to each individual segment due to the diverse asset base controlled by CNX, whereby each individual asset may service more than one segment. An allocation of such asset base would not be meaningful or representative on a segment by segment basis.
Industry segment results for the year ended December 31, 2017 are:
 
Marcellus
Shale
 
Utica Shale
 
Coalbed
Methane
 
Other
Gas
 
Total Operating
 
Unallocated
 
Consolidated
 
Natural Gas, NGLs and Oil Sales
$
646,188

 
$
217,020

 
$
208,677

 
$
53,339

 
$
1,125,224

 
$

 
$
1,125,224

(A)
(Loss) Gain on Commodity Derivative Instruments
(30,336
)
 
1,367

 
(9,589
)
 
245,488

 
206,930

 

 
206,930

 
Purchased Gas Sales

 

 

 
53,795

 
53,795

 

 
53,795

  
Other Operating Income

 

 

 
69,182

 
69,182

 

 
69,182

(B)
Total Revenue and Other Operating Income
$
615,852

 
$
218,387

 
$
199,088

 
$
421,804

 
$
1,455,131

 
$

 
$
1,455,131

  
Earnings (Loss) From Continuing Operations Before Income Tax
$
91,436

 
$
64,741

 
$
20,346

 
$
14,603

 
$
191,126

 
$
(72,545
)
 
$
118,581

 
Segment Assets
 
 
 
 
 
 
 
 
$
6,122,746

 
$
809,167

 
$
6,931,913

(C)
Depreciation, Depletion and Amortization
 
 
 
 
 
 
 
 
$
412,036

 
$

 
$
412,036

  
Capital Expenditures
 
 
 
 
 
 
 
 
$
632,846

 
$

 
$
632,846

  
(A)
Included in Total Operating are sales of $153,565 to Direct Energy Business Marketing LLC and $147,595 to NJR Energy Services Company, each of which comprises over 10% of sales.
(B)
Includes equity in earnings of unconsolidated affiliates of $49,830 .
(C)
Includes investments in unconsolidated equity affiliates of $197,921 .










110



Industry segment results for the year ended December 31, 2016 are:
 
Marcellus
Shale
 
Utica Shale
 
Coalbed
Methane
 
Other
Gas
 
Total
Operating
 
Unallocated
 
Consolidated
 
Natural Gas, NGLs and Oil Sales
$
414,484

 
$
163,112

 
$
174,323

 
$
41,329

 
$
793,248

 
$

 
$
793,248

(D)
Gain (Loss) on Commodity Derivative Instruments
147,282

 
29,285

 
52,396

 
(369,984
)
 
(141,021
)
 

 
(141,021
)
 
Purchased Gas Sales

 

 

 
43,256

 
43,256

 

 
43,256

  
Other Operating Income

 

 

 
64,485

 
64,485

 

 
64,485

(E)
Intersegment Transfers

 

 
424

 
(424
)
 

 

 

  
Total Revenue and Other Operating Income
$
561,766

 
$
192,397

 
$
227,143

 
$
(221,338
)
 
$
759,968

 
$

 
$
759,968

  
Earnings (Loss) From Continuing Operations Before Income Tax
$
72,141

 
$
28,390

 
$
37,999

 
$
(446,327
)
 
$
(307,797
)
 
$
(277,551
)
 
$
(585,348
)
 
Segment Assets
 
 
 
 
 
 
 
 
$
6,238,156

 
$
2,941,535

 
$
9,179,691

(F)
Depreciation, Depletion and Amortization
 
 
 
 
 
 
 
 
$
419,939

 
$

 
$
419,939

  
Capital Expenditures
 
 
 
 
 
 
 
 
$
172,739

 
$

 
$
172,739

 
(D)
Included in Total Operating are sales of $106,280 to NJR Energy Services Company, which comprises over 10% of sales.
(E)
Includes equity in earnings of unconsolidated affiliates of $53,078 .
(F)
Includes investments in unconsolidated equity affiliates of $190,964 .

Industry segment results for the year ended December 31, 2015 are:
 
Marcellus
Shale
 
Utica Shale
 
Coalbed
Methane
 
Other
Gas
 
Total
Operating
 
Unallocated
 
Consolidated
 
Natural Gas, NGLs and Oil Sales
$
379,453

 
$
92,223

 
$
200,645

 
$
54,600

 
$
726,921

 
$

 
$
726,921

(G)
Gain on Commodity Derivative Instruments
100,785

 
6,430

 
67,281

 
218,446

 
392,942

 

 
392,942

 
Purchased Gas Sales

 

 

 
14,450

 
14,450

 

 
14,450

  
Other Operating Income

 

 

 
64,424

 
64,424

 

 
64,424

(H)
Intersegment Transfers

 

 
1,538

 
(1,538
)
 

 

 

  
Total Revenue and Other Operating Income
$
480,238

 
$
98,653

 
$
269,464

 
$
350,382

 
$
1,198,737

 
$

 
$
1,198,737

  
Earnings (Loss) From Continuing Operations Before Income Tax
$
56,116

 
$
(19,428
)
 
$
59,662

 
$
(680,687
)
 
$
(584,337
)
 
$
(346,220
)
 
$
(930,557
)
 
Segment Assets
 
 
 
 
 
 
 
 
$
6,894,810

 
$
4,035,092

 
$
10,929,902

(I)
Depreciation, Depletion and Amortization
 
 
 
 
 
 
 
 
$
371,783

 
$

 
$
371,783

  
Capital Expenditures
 
 
 
 
 
 
 
 
$
840,349

 
$

 
$
840,349

 
(G)
Included in Total Operating are sales of $131,299 to NJR Energy Services Company, which comprises over 10% of sales.
(H)
Includes equity in earnings of unconsolidated affiliates of $ 54,897 .
(I)
Includes investments in unconsolidated equity affiliates of $237,330 .



111



Reconciliation of Segment Information to Consolidated Amounts:

Revenue and Other Operating Income:
 
 
For the Years Ended December 31,
 
 
2017
 
2016
 
2015
Total Segment Sales from External Customers
 
$
1,179,019

 
$
836,504

 
$
741,371

Gain (Loss) on Commodity Derivative Instruments
 
206,930

 
(141,021
)
 
392,942

Other Income
 
69,182

 
64,485

 
64,424

Total Consolidated Revenue and Other Operating Income
 
$
1,455,131

 
$
759,968

 
$
1,198,737


Earnings (Loss) From Continuing Operations Before Income Tax:
 
 
For the Years Ended December 31,
 
 
2017
 
2016
 
2015
Segment Income (Loss) Before Income Taxes for Reportable Business Segments
 
$
191,126

 
$
(307,797
)
 
$
(584,337
)
Segment Loss Before Income Taxes for All Other Business Segments
 
(97,036
)
 
(109,626
)
 
(140,496
)
Gain on Sale of Assets
 
188,063

 
14,270

 
61,148

Interest Expense
 
(161,443
)
 
(182,195
)
 
(199,121
)
Loss on Debt Extinguishment
 
(2,129
)
 

 
(67,751
)
Earnings (Loss) From Continuing Operations Before Income Tax
 
$
118,581

 
$
(585,348
)
 
$
(930,557
)

Total Assets:
 
 
December 31,
 
2017
 
2016
Segment Assets for Total Reportable Business Segments
 
$
6,122,746

 
$
6,238,156

Segment Assets for All Other Business Segments
 
268,569

 
283,917

Items Excluded from Segment Assets:
 
 
 
 
Cash and Other Investments
 
509,075

 
46,216

Recoverable Income Taxes
 
31,523

 
114,481

Discontinued Operations
 

 
2,496,921

Total Consolidated Assets
 
$
6,931,913

 
$
9,179,691




112



NOTE 20 RELATED PARTY TRANSACTIONS
CNX Gathering LLC and CNX Midstream Partners LP

CNX Midstream Partners LP ("CNXM" or the "Partnership"), formerly known as CONE Midstream Partners LP (see Note 21 - Subsequent Event), is a master limited partnership formed in May 2014 by CNX Resources Corporation and Noble Energy, Inc., an unrelated third party, primarily to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service their production in the Marcellus Shale in Pennsylvania and West Virginia. The Partnership's assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities. The Partnership's general partner is CNX Midstream GP LLC, formerly known as CONE Midstream GP LLC, a wholly owned subsidiary of CNX Gathering LLC (“CNX Gathering”), formerly known as CONE Gathering LLC. CNX Gathering, a Delaware limited liability company, is a joint venture formed by CNX and Noble Energy in September 2011.

At December 31, 2017, CNX accounted for its ownership interests in each of the Partnership and CNX Gathering under the equity method of accounting. CNX Gathering is a variable interest entity for which the Company has the ability to exert significant influence, but not control, over the operating and financing policies of. The Partnership is a variable interest entity for which CNX Gathering, through it's ownership and control of the Partnership's general partner, has the power to direct the activities that most significantly impact the Partnership's economic performance. In addition, through its general partner interest and incentive distribution rights in the Partnership, CNX Gathering has the obligation to absorb the Partnership's losses and the right to receive benefits from the Partnership in accordance with those interests. Therefore, CNX Gathering has a controlling financial interest in the Partnership, is the primary beneficiary of the Partnership and consolidates it accordingly. Rule 3-09 of Regulation S-X provides that if a 50%-or-less-owned person accounted for by the equity method meets the first or third condition of the significant subsidiary tests set forth in Rule 1-02(w) of Regulation S-X, substituting 20% for 10%, separate financial statements for that 50%-or-less-owned person shall be filed. The significance tests are calculated as of the end of each of the Partnership's fiscal years with respect to each fiscal year. Pursuant to Rule 3-09 CNX Gathering LLC has met the significant subsidiary test as of December 31, 2017 and 2016, and for the three years ended December 31, 2017, and therefore the required financial statements are included as an exhibit to this Annual Report on Form 10-K.

In November 2016, the Partnership acquired from CNX Gathering an additional 25% ownership interest in CNX Midstream DevCo I LP, formerly known as CONE Midstream Devco 1 LP, commonly referred to as the "Anchor Systems." The transaction included a total purchase consideration of $248,000 , comprised of $ 140,000 in cash and issuance of approximately 2,600,000 common limited partnership units to each of CNX and Noble Energy. Following the acquisition, CNX Gathering continues to have a 2 % general partner interest in the Partnership, while each Sponsor’s limited partner interest increased to 33.5% . At December 31, 2017 , CNX continues to own a 50% membership interest in CNX Gathering, which owns a 95% noncontrolling interest in CNX Midstream Devco II LP and CNX Midstream Devco III LP.

In November 2017 the subordination period with respect to the Partnership’s subordinated units expired, and all of the 29,163,121 outstanding subordinated units, of which CNX owned half, automatically converted into common units on a one-for-one basis.

The following is a summary of the Company's Investment in Affiliates balances included within the Consolidated Balance Sheets associated with CNX Gathering and the Partnership, respectively:
 
CNX Gathering LLC
 
CNX Midstream Partners LP
 
Total
Balance at December 31, 2015
$
202,570

 
$
11,047

 
$
213,617

     Equity in Earnings
17,112

 
31,148

 
48,260

     Additional Contributions
4,621

 

 
4,621

     Distribution of Earnings
(8,224
)
 
(19,066
)
 
(27,290
)
     Funds Received on Dropdown Transaction
(70,000
)
 

 
(70,000
)
     Basis Differential
4,996

 
(4,996
)
 

Balance at December 31, 2016
$
151,075

 
$
18,133

 
$
169,208

     Equity in Earnings
9,823

 
38,523

 
48,346

     Distribution of Earnings
(17,254
)
 
(24,929
)
 
(42,183
)
     Asset Transfer
(2,527
)
 
2,527

 

Balance at December 31, 2017
$
141,117

 
$
34,254

 
$
175,371



113




The following transactions were included within Other Income and Transportation, Gathering and Compression within the Consolidated Statements of Income:
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
Other Income:
 
 
 
 
 
     Equity in Earnings of Affiliates - CNX Gathering
$
9,823

 
$
17,112

 
$
20,916

     Equity in Earnings of Affiliates - CNX Midstream Partners LP
$
38,523

 
$
31,148

 
$
22,883

 
 
 
 
 
 
Transportation, Gathering and Compression:
 
 
 
 
 
     Gathering Services - CNX Gathering
$
914

 
$
706

 
$
1,077

     Gathering Services - CNX Midstream Partners LP
$
136,068

 
$
122,256

 
$
104,291


At December 31, 2017 and 2016 , CNX had a net payable of $9,982 and $5,815 , respectively, due to both CNX Midstream Partners and CNX Gathering primarily for accrued but unpaid gathering services.

CONSOL Energy Inc.

In connection with the spin-off of its coal business, as discussed in Note 2 - Discontinued Operations, CNX and CONSOL Energy entered into several agreements that govern the relationship of the parties following the Distribution, including the following:

Separation and Distribution Agreement;
Transition Services Agreement;
Tax Matters Agreement;
Employee Matters Agreement;
Intellectual Property Matters Agreement;
CNX Resources Corporation to CONSOL Energy Inc. Trademark License Agreement;
CONSOL Energy Inc. to CNX Resources Corporation Trademark License Agreement; and
First Amendment to Amended and Restated Omnibus Agreement (“Omnibus Amendment”).

There were also one-time transaction costs related to the spin-off of approximately $40,545 for the year ended December 31, 2017, that will be split equally by the two companies per the Separation and Distribution agreement. These costs consisted of consulting and professional fees associated with preparing for and executing the spin-off, as well as other items that were included within total costs of discontinued operations.

As of December 31, 2017, CNX had a receivable from CONSOL Energy of $12,540 recorded in Total Current Assets on the Consolidated Balance Sheets. CNX also had recorded obligations to CONSOL Energy of $ 15,415 , of which $4,500 was recorded in Total Current Liabilities and $10,915 was included in Total Deferred Credits and Other Liabilities on the Consolidated Balance Sheets at December 31, 2017. These items relate to the reimbursement of the one-time transaction costs as well as other reimbursements per the terms of the separation and distribution agreement.

All significant intercompany transactions between CNX and CONSOL Energy have been included in the Consolidated Financial Statements and are considered to have been effectively settled for cash at the time the transaction was recorded. The total net effect of these transactions between CNX and CONSOL Energy is reflected in the Consolidated Statements of Cash Flows as a financing activity. In the Consolidated Statements of Stockholders' Equity, the distribution of CONSOL Energy Inc. is the net of the variety of intercompany transactions including, but not limited too, collection of trade receivables, payment of trade payables and accrued liabilities, settlement of charges for allocated selling, general and administrative costs and payment of taxes by CNX on CONSOL Energy's behalf.



114



NOTE 21 SUBSEQUENT EVENTS
On January 3rd, 2018 CNX Resources Corporation closed on an agreement to purchase Noble Energy, Inc.'s 50% membership interest in CONE Gathering LLC for $305,000 in cash and the mutual release of all outstanding claims. [CNX Gathering holds all of the interests in CONE Midstream GP, LLC, which in turn holds the general partnership interest in CNXM] and all of the incentive distribution rights in CNXM. As a result of this transaction, CNX owns 100% of CNX Gathering, making CNXM a single-sponsor master limited partnership.  In conjunction with the closing, CNXM changed its name from CONE Midstream Partners, LP. Beginning in the first quarter of 2018, CNX Gathering will be fully consolidated into the Company's financial statements.

Throughout the month of January 2018, CNX repurchased and canceled $384,707 aggregate principal amount of the Company's 5.875% senior notes due in April 2022. The weighted average repurchase price was 103.78% .

On February 7, 2018, CNX entered into a Purchase and Sale Agreement (the “Purchase Agreement”), with CNXM, CNX Gathering, CNX Midstream DevCo I LP, a Delaware limited partnership (“DevCo I LP”), CNX Midstream DevCo III LP, a Delaware limited partnership (“DevCo III LP”), and, for certain purposes, CNX Midstream DevCo I GP LLC, a Delaware limited liability company, CNX Midstream DevCo III GP LLC, a Delaware limited liability company, and CNX Midstream Operating Company LLC, a Delaware limited liability company.

CNX Gathering owns a 95% noncontrolling interest in DevCo III LP, which owns the gathering system and related assets commonly referred to as the Shirley-Penns System (the “Shirley-Penns System”), while CNXM owns the remaining 5% controlling interest in DevCo III LP. Pursuant to the terms of the Purchase Agreement, DevCo III LP will transfer its interest in the Shirley-Penns System on a pro rata basis to CNX Gathering and CNXM in accordance with each transferee’s respective ownership interest in DevCo III LP, and following such transfer, CNX Gathering will sell its aggregate interest in the Shirley-Penns System to DevCo I LP in exchange for cash consideration in the amount of $ 265,000 million (the “Acquisition”). CNXM expects to fund the Acquisition with cash on hand and through debt financing, subject to market conditions. The Acquisition is expected to close in the first quarter of 2018, subject to customary closing conditions (the “Closing”). Following the Closing, CNXM will own (through one or more intermediate entities) a 100% controlling interest in the Shirley-Penns System.

In addition, in connection with the Closing, CNXM expects to amend its gathering agreement with CNX Gas Company, to require CNX Gas to make a minimum volume commitment for the Shirley-Penns System for the period from January 1, 2018 through December 31, 2031 and to establish certain gathering fees, deficiency payments and excess delivery credits related thereto.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.75 to this Annual Report on Form 10-K and incorporated herein by reference.

Supplemental Gas Data (unaudited):

The following information was prepared in accordance with the FASB's Accounting Standards Update No. 2010-03, “Extractive Activities-Oil and Gas (Topic 932).”

Capitalized Costs:
 
 
As of December 31,
 
 
2017
 
2016
Intangible drilling costs
 
3,849,689

 
3,583,599

Proved gas properties
 
1,999,891

 
2,016,916

Gas gathering assets
 
1,182,234

 
1,138,299

Unproved gas properties
 
919,733

 
1,116,282

Gas wells and related equipment
 
834,120

 
800,617

Gas well plugging
 
181,038

 
176,961

Total Property, Plant and Equipment
 
$
8,966,705

 
$
8,832,674

Accumulated Depreciation, Depletion and Amortization
 
(3,408,606
)
 
(3,099,751
)
Net Capitalized Costs
 
$
5,558,099

 
$
5,732,923




115



Costs incurred for property acquisition, exploration and development (*):
 
 
For the Years Ended December 31,
 
 
2017
 
2016
 
2015
Property acquisitions
 
 
 
 
 
 
Proved properties
 
$
15,850

 
$

 
$

Unproved properties
 
32,038

 
1,537

 
76,676

Development
 
544,809

 
138,813

 
666,315

Exploration
 
48,020

 
32,259

 
95,371

Total
 
$
640,717

 
$
172,609

 
$
838,362

__________
(*)
Includes costs incurred whether capitalized or expensed.











Results of Operations for Producing Activities:
 
 
For the Years Ended December 31,
 
 
2017
 
2016
 
2015
Natural Gas, NGLs and Oil Sales
 
$
1,125,224

 
$
793,248

 
$
726,921

Gain (Loss) on Commodity Derivative Instruments
 
206,930

 
(141,021
)
 
392,942

Purchased Gas Sales
 
53,795

 
43,256

 
14,450

Total Revenue
 
1,385,949

 
695,483

 
1,134,313

Lease Operating Expense
 
88,932

 
96,434

 
121,847

Production, Ad Valorem, and Other Fees
 
29,267

 
31,049

 
30,438

Transportation, Gathering and Compression
 
382,865

 
374,350

 
343,403

Purchased Gas Costs
 
52,597

 
42,717

 
10,721

Impairment of Exploration and Production Properties
 
137,865

 

 
828,905

Exploration Costs
 
48,074

 
14,522

 
10,119

DD&A
 
412,036

 
419,939

 
371,783

Total Costs
 
1,151,636

 
979,011

 
1,717,216

Pre-tax Operating Income / (Loss)
 
234,313

 
(283,528
)
 
(582,903
)
Income Tax Benefit
 
(348,676
)
 
(69,929
)
 
(251,490
)
Results of Operations for Producing Activities excluding Corporate and Interest Costs
 
$
582,989

 
$
(213,599
)
 
$
(331,413
)
The following is production, average sales price and average production costs, excluding ad valorem and severance taxes, per unit of production:


116



 
 
For the Years Ended December 31,
 
 
2017
 
2016
 
2015
Production (MMcfe)
 
407,166

 
394,387

 
328,657

Total average sales price before effects of financial settlements (per Mcfe)
 
$
2.76

 
$
2.01

 
$
2.22

Average effects of financial settlements (per Mcfe)
 
$
(0.10
)
 
$
0.62

 
$
0.59

Total average sales price including effects of financial settlements (per Mcfe)
 
$
2.66

 
$
2.63

 
$
2.81

Average lifting costs, excluding ad valorem and severance taxes (per Mcfe)
 
$
0.22

 
$
0.24

 
$
0.37

During the years ended December 31, 2017 , 2016 and 2015 , the Company drilled 90.0 , 36.0 , and 132.8 net development wells, respectively. There were no net dry development wells in 2017 , 2016 , or 2015 .
During the year ended December 31, 2017 , the Company drilled 4.0 net exploratory wells. During the years ended December 31, 2016 and 2015 , we drilled 0.0 and 2.5 net exploratory wells, respectively. There were no net dry exploratory wells in 2017 , 2016 , or 2015 .
At December 31, 2017 , there were 3.9 net development wells and 1.8 exploratory wells that are drilled but uncompleted. Additionally there are 13.0 net developmental wells that have been completed and are awaiting final tie-in to production.
CNX is committed to provide 712.3 Bcf of gas under existing sales contracts or agreements over the course of the next four years. The Company expects to produce sufficient quantities from existing proved developed reserves to satisfy these commitments.






Most of the Company's development wells and proved acreage are located in Virginia, West Virginia, Ohio and Pennsylvania. Some leases are beyond their primary term, but these leases are extended in accordance with their terms as long as certain drilling commitments or other term commitments are satisfied. The following table sets forth, at December 31, 2017 , the number of producing wells, developed acreage and undeveloped acreage:
 
 
Gross
 
Net(1)
Producing Gas Wells (including gob wells)
 
17,013

 
12,853

Producing Oil Wells
 
171

 
12

Acreage Position:
 
 
 
 
   Proved Developed Acreage
 
551,900

 
543,937

   Proved Undeveloped Acreage
 
41,066

 
40,703

   Unproved Acreage
 
4,434,714

 
3,817,015

Total Acreage
 
5,027,680

 
4,401,655

____________
(1)
Net acres include acreage attributable to the Company's working interests of the properties. Additional adjustments (either increases or decreases) may be required as the Company further develops title to and further confirms its rights with respect to its various properties in anticipation of development. The Company believes that its assumptions and methodology in this regard are reasonable.

Proved Oil and Gas Reserves Quantities:

Annually, the preparation of natural gas reserves estimates are completed in accordance with CNX prescribed internal control procedures, which include verification of input data into a gas reserves forecasting and economic evaluation software, as well as


117



multi-functional management review. The input data verification includes reviews of the price and cost assumptions used in the economic model to determine the reserves. Also, the production volumes are reconciled between the system used to calculate the reserves and other accounting/measurement systems. The technical employee responsible for overseeing the preparation of the reserve estimates is a petroleum engineer with over 10 years of experience in the oil and gas industry. The Company's 2017 gas reserves results, which are reported in the Supplemental Gas Data year ended December 31, 2017 Form 10-K, were audited by Netherland, Sewell & Associates, Inc. The technical person primarily responsible for overseeing the audit of the Company's reserves is a registered professional engineer in the state of Texas with over 15 years of experience in the oil and gas industry. The gas reserves estimates are as follows:
 
 
 
 
 
 
Condensate
 
Consolidated
 
 
Natural Gas
 
NGLs
 
& Crude Oil
 
Operations
 
 
(MMcf)
 
(Mbbls)
 
(Mbbls)
 
(MMcfe)
Balance December 31, 2014 (a)
 
6,317,600

 
77,790

 
7,213

 
6,827,616

Revisions (b)
 
1,055,225

 
45,711

 
6,569

 
1,368,909

Price Changes
 
(2,866,123
)
 
(45,675
)
 
(3,208
)
 
(3,159,421
)
Extensions and Discoveries (c)
 
840,800

 
13,916

 
1,707

 
934,542

Production
 
(287,287
)
 
(5,530
)
 
(1,365
)
 
(328,657
)
Balance December 31, 2015 (a)
 
5,060,215

 
86,212

 
10,916

 
5,642,989

Revisions (d)
 
11,559

 
(19,078
)
 
510

 
(99,849
)
Price Changes
 
(179,914
)
 
(1,647
)
 
(34
)
 
(190,009
)
Extensions and Discoveries (e)
 
643,688

 
10,960

 
1,783

 
720,146

Production
 
(348,753
)
 
(6,710
)
 
(896
)
 
(394,387
)
Purchases of Reserves In-Place (f)
 
1,352,759

 
13,177

 
1,970

 
1,443,642

Sales of Reserves In-Place (f)
 
(711,155
)
 
(22,382
)
 
(4,240
)
 
(870,884
)
Balance December 31, 2016 (a)
 
5,828,399

 
60,532

 
10,009

 
6,251,648

Revisions (g)
 
(202,735
)
 
1,162

 
(5,834
)
 
(232,321
)
Price Changes
 
173,738

 
1,188

 
(159
)
 
181,470

Extensions and Discoveries (e)
 
1,769,029

 
17,887

 
1,800

 
1,887,153

Production
 
(364,893
)
 
(6,456
)
 
(589
)
 
(407,166
)
Sales of Reserves In-Place
 
(81,780
)
 
(2,622
)
 
(277
)
 
(99,172
)
Balance December 31, 2017 (a)
 
7,121,758

 
71,691

 
4,950

 
7,581,612

 
 
 
 
 
 
 
 
 
Proved developed resources:
 
 
 
 
 
 
 
 
December 31, 2015
 
3,310,894

 
59,196

 
5,180

 
3,697,152

December 31, 2016
 
3,478,464

 
30,666

 
3,474

 
3,683,302

December 31, 2017
 
4,051,526

 
56,022

 
3,567

 
4,409,065

 
 
 
 
 
 
 
 
 
Proved undeveloped resources:
 
 
 
 
 
 
 
 
December 31, 2015
 
1,749,320

 
27,016

 
5,736

 
1,945,837

December 31, 2016
 
2,349,934

 
29,866

 
6,536

 
2,568,346

December 31, 2017
 
3,070,232

 
15,669

 
1,383

 
3,172,547

__________
(a)
Proved developed and proved undeveloped gas reserves are defined by SEC Rule 4.10(a) of Regulation S-X. Generally, these reserves would be commercially recovered under current economic conditions, operating methods and government regulations. CNX cautions that there are many inherent uncertainties in estimating proved reserve quantities, projecting future production rates and timing of development expenditures. Proved oil and gas reserves are estimated quantities of natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions and government regulations. Proved developed reserves are reserves expected to be recovered through existing wells, with existing equipment and operating methods.
(b)
The upward revisions in 2015 of 1,369 Bcfe were due to 611 Bcfe increase in both performance and operating cost reductions for developed properties, a 1,200 Bcfe increase for undeveloped properties due to operating cost reductions and expected increases in well performance. These upward revisions in 2015 were offset by a 442 Bcfe downward revision for undeveloped properties that were removed from our operational plans due to "high-grading" and selecting our highest rate of return properties for future development.


118



(c)
Extensions and Discoveries in 2015 are due mainly to the high grading of locations which resulted in the addition of wells on the Company's Marcellus and Utica Shale acreage more than one offset location away with continued use of reliable technology.
(d)
The net downward revision of 99.8 Bcfe was the result of 255 Bcfe downward revision for wells that were removed from both internal and JV partner development plans, 113 Bcfe downward revision related to economics for producing properties offset by 268 Bcfe of improved analog performance.
(e)
Extensions and Discoveries in 2016 and 2017 are due to the addition of wells on the Company's Marcellus and Utica Shale acreage more than one offset location away with continued use of reliable technology.
(f)
Purchases and Sales of Reserves In-Place in 2016 is the result of the Company's fourth quarter realignment of the Marcellus Shale properties as part of dissolving our joint venture with Noble Energy.
(g)
The downward revisions for 2017 is due to corporate planning changes by our JV partner in Ohio Utica which resulted in all PUD's being removed, causing a 458 Bcfe downward revision, offset, in part by improved well performance due to the enhanced RCS completions and improved operating costs.
 
 
For the Year
 
 
Ended
 
 
December 31,
 
 
2017
Proved Undeveloped Reserves (MMcfe)
 
 
Beginning proved undeveloped reserves
 
2,568,346

Undeveloped reserves transferred to developed(a)
 
(735,076
)
Price Revisions
 
5,066

Revisions Due to Plan Changes (b)
 
(472,118
)
Revisions Due to Changes Due to Well Performance (b)
 
107,421

Extension and discoveries (c)
 
1,698,908

Ending proved undeveloped reserves(d)
 
3,172,547

_________
(a)
During 2017 , various exploration and development drilling and evaluations were completed. Approximately, $ 247,459 of capital was spent in the year ended December 31, 2017 related to undeveloped reserves that were transferred to developed.
(b) The downward revisions for 2017 is due to corporate planning changes by our JV partner in Ohio Utica which resulted in PUD's being removed.
(c)
Extensions and discoveries are due mainly to the addition of wells on our Marcellus and Utica Shale acreage more than one offset location away with continued use of reliable technology.
(d)
Included in proved undeveloped reserves at December 31, 2017 are approximately 301,063 MMcfe of reserves that have been reported for more than five years. These reserves specifically relate to GOB (a rubble zone formed in the cavity created by the extraction of coal) production due to a complex fracture being generated in the overburden strata above the mined seam. Mining operations take a significant amount of time and our GOB forecasts are consistent with the future plans of the Buchanan Mine that was sold in March 2016 to Coronado IV LLC (See Note 2 - Discontinued Operations for more information) with the rights to this gas being retained by the Company. Evidence also exists that supports the continual operation of the mine beyond the current plan, unless there was an extreme circumstance resulting from an external factor. These reasons constitute the specific circumstances that exist to continue recognizing these reserves for CNX.
At December 31, 2017 there were no wells pending the determination of proved reserves.
The following table represents the capitalized exploratory well cost activity as indicated:
 
 
December 31,
 
 
2017
 
2016
 
2015
Costs reclassified to wells, equipment and facilities based on the determination of proved reserves
 
$
40,149

 
$
40,917

 
$
17,179

Costs expensed due to determination of dry hole or abandonment of project
 
$

 
$

 
$

CNX proved natural gas reserves are located in the United States.


119


Standardized Measure of Discounted Future Net Cash Flows:
The following information has been prepared in accordance with the provisions of the Financial Accounting Standards Board's Accounting Standards Update No. 2010-03, “Extractive Activities-Oil and Gas (Topic 932).” This topic requires the standardized measure of discounted future net cash flows to be based on the average, first-day-of-the-month price for the year. Because prices used in the calculation are average prices for that year, the standardized measure could vary significantly from year to year based on the market conditions that occurred.
The projections should not be viewed as realistic estimates of future cash flows, nor should the “standardized measure” be interpreted as representing current value to CNX. Material revisions to estimates of proved reserves may occur in the future; development and production of the reserves may not occur in the periods assumed; actual prices realized are expected to vary significantly from those used; and actual costs may vary. CNX investment and operating decisions are not based on the information presented, but on a wide range of reserve estimates that include probable as well as proved reserves and on different price and cost assumptions.
The standardized measure is intended to provide a better means for comparing the value of CNX proved reserves at a given time with those of other gas producing companies than is provided by a comparison of raw proved reserve quantities.
 
 
December 31,
 
 
2017
 
2016
 
2015
Future Cash Flows (a)
 
 
 
 
 
 
Revenues
 
$
19,261,578

 
$
11,303,409

 
$
11,837,732

Production costs
 
(7,234,303
)
 
(5,850,941
)
 
(6,584,947
)
Development costs
 
(1,710,585
)
 
(1,550,294
)
 
(1,220,010
)
Income tax expense
 
(2,475,981
)
 
(1,482,826
)
 
(1,532,454
)
Future Net Cash Flows
 
7,840,709

 
2,419,348

 
2,500,321

Discounted to present value at a 10% annual rate
 
(4,709,311
)
 
(1,464,231
)
 
(1,481,017
)
Total standardized measure of discounted net cash flows
 
$
3,131,398

 
$
955,117

 
$
1,019,304


(a)
For 2017, the reserves were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2017, adjusted for energy content and a regional price differential. For 2017, this adjusted natural gas price was $2.44 per mcf, the adjusted oil price was $38.65 per barrel and the adjusted NGL price was $23.61 per barrel.

For 2016, the reserves were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2016, adjusted for energy content and a regional price differential. For 2016, this adjusted natural gas price was $1.73 per mcf, the adjusted oil price was $25.04 per barrel and the adjusted NGL price was $15.77 per barrel.

For 2015, the reserves were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2015, adjusted for energy content and a regional price differential. For 2015, this adjusted natural gas price was $2.02 per mcf, the adjusted oil price was $25.29 per barrel and the adjusted NGL price was $15.59 per barrel.











120


The following are the principal sources of change in the standardized measure of discounted future net cash flows for consolidated operations during:
 
 
December 31,
 
 
2017
 
2016
 
2015
Balance at beginning of period
 
$
955,117

 
$
1,019,304

 
$
2,984,158

Net changes in sales prices and production costs
 
1,983,475

 
(172,812
)
 
(4,151,684
)
Sales net of production costs
 
(831,131
)
 
(150,819
)
 
(589,533
)
Net change due to revisions in quantity estimates
 
(145,496
)
 
(35,502
)
 
408,006

Net change due to extensions, discoveries and improved recovery
 
588,574

 
(54,628
)
 
157,016

Development costs incurred during the period
 
544,809

 
138,813

 
666,315

Difference in previously estimated development costs compared to actual costs incurred during the period
 
(129,427
)
 
(39,821
)
 
8,911

Purchase of Reserves In-Place
 

 
238,819

 

Sales of Reserves In-Place
 
(55,277
)
 
(137,998
)
 

Changes in estimated future development costs
 
(233,017
)
 
(158,000
)
 
374,982

Net change in future income taxes
 
(404,582
)
 
36,513

 
1,259,744

Timing and Other
 
712,764

 
125,529

 
(354,778
)
Accretion
 
145,589

 
145,719

 
256,167

     Total discounted cash flow at end of period
 
$
3,131,398

 
$
955,117

 
$
1,019,304


Supplemental Quarterly Information (unaudited):
(Dollars in thousands, except per share data)
 
 
Three Months Ended
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
 
2017
 
2017
 
2017
 
2017
Sales (A)
 
$
304,278

 
$
354,409

 
$
267,009

 
$
460,253

Costs and Expenses (B)
 
$
162,148

 
$
166,330

 
$
171,606

 
$
214,020

(Loss) Income from Continuing Operations (C)
 
$
(75,234
)
 
$
122,384

 
$
(34,254
)
 
$
282,143

Income (Loss) from Discontinued Operations
 
$
36,268

 
$
47,126

 
$
7,813

 
$
(5,499
)
Net (Loss) Income
 
$
(38,966
)
 
$
169,510

 
$
(26,441
)
 
$
276,644

Earnings Per Share
 
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
 
(Loss) Income from Continuing Operations
 
$
(0.33
)
 
$
0.53

 
$
(0.15
)
 
$
1.24

Income (Loss) from Discontinued Operations
 
$
0.16

 
$
0.21

 
$
0.04

 
$
(0.04
)
Net (Loss) Income
 
$
(0.17
)
 
$
0.74

 
$
(0.11
)
 
$
1.20

Dilutive:
 
 
 
 
 
 
 
 
(Loss) Income from Continuing Operations
 
$
(0.33
)
 
$
0.53

 
$
(0.15
)
 
$
1.23

Income (Loss) from Discontinued Operations
 
$
0.16

 
$
0.20

 
$
0.04

 
$
(0.03
)
Net (Loss) Income
 
$
(0.17
)
 
$
0.73

 
$
(0.11
)
 
$
1.20




121



 
 
Three Months Ended
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
 
2016
 
2016
 
2016
 
2016
Sales (A)
 
$
244,935

 
$
(23,518
)
 
$
416,192

 
$
57,874

Costs and Expenses (B)
 
$
162,910

 
$
153,971

 
$
160,811

 
$
170,134

(Loss) Income from Continuing Operations
 
$
(50,219
)
 
$
(256,535
)
 
$
56,264

 
$
(300,455
)
Loss from Discontinued Operations
 
$
(47,353
)
 
$
(213,293
)
 
$
(30,919
)
 
$
(5,592
)
Net (Loss) Income
 
$
(97,572
)
 
$
(469,828
)
 
$
25,345

 
$
(306,047
)
Earnings Per Share
 
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
 
(Loss) Income from Continuing Operations
 
$
(0.22
)
 
$
(1.12
)
 
$
0.25

 
$
(1.31
)
Loss from Discontinued Operations
 
$
(0.21
)
 
$
(0.93
)
 
$
(0.14
)
 
$
(0.02
)
Net (Loss) Income
 
$
(0.43
)
 
$
(2.05
)
 
$
0.11

 
$
(1.33
)
Dilutive:
 
 
 
 
 
 
 
 
(Loss) Income from Continuing Operations
 
$
(0.22
)
 
$
(1.12
)
 
$
0.24

 
$
(1.30
)
Loss from Discontinued Operations
 
$
(0.21
)
 
$
(0.93
)
 
$
(0.13
)
 
$
(0.03
)
Net (Loss) Income
 
$
(0.43
)
 
$
(2.05
)
 
$
0.11

 
$
(1.33
)

(A) Includes natural gas, NGLs, and oil sales; gain (loss) on commodity derivative instruments; and purchased gas sales.
(B) Includes exploration and production costs and other operating expense; excludes DD&A, selling, general and administrative, loss on debt extinguishment, interest expense and other expense.
(C) Includes an impairment of $137,865 that was recorded during the three months ended March 31, 2017 related to CNX's exploration and production properties. See Note 1 - Significant Accounting Policies in Item 8 of this Form 10-K for additional information.



122



ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
ITEM 9A.
CONTROLS AND PROCEDURES
Disclosure controls and procedures. CNX, under the supervision and with the participation of its management, including CNX’s principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, CNX’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are effective as of December 31, 2017 to ensure that information required to be disclosed by CNX in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and includes controls and procedures designed to ensure that information required to be disclosed by CNX in such reports is accumulated and communicated to CNX’s management, including CNX’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management's Annual Report on Internal Control Over Financial Reporting. CNX's management is responsible for establishing and maintaining adequate internal control over financial reporting. CNX's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
CNX's internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (2) provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of CNX; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of CNX's assets that could have a material effect on our 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.

Management assessed the effectiveness of CNX's internal control over financial reporting as of December 31, 2017 . In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO) in Internal Control-Integrated Framework. Based on managements assessment and those criteria, management has concluded that CNX maintained effective internal control over financial reporting as of December 31, 2017 .
The effectiveness of CNX's internal control over financial reporting as of December 31, 2017 has been audited by Ernst & Young, LLP, an independent registered public accounting firm, as stated in their report set forth in the Report of Independent Registered Public Accounting Firm in Part II, Item 9A of this Annual Report on Form 10-K.

Changes in internal controls over financial reporting . There were no changes in the Company's internal controls over financial reporting that occurred during the fourth quarter of the fiscal year covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.



123




Report of Independent Registered Public Accounting Firm


To the Stockholders and the Board of Directors of CNX Resources Corporation and Subsidiaries

Opinion on Internal Control over Financial Reporting

We have audited CNX Resources Corporation and Subsidiaries’ internal control over financial reporting as of December 31, 2017 , 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, CNX Resources Corporation and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017 , 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 CNX Resources Corporation and Subsidiaries as of December 31, 2017 and 2016 , and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2017 of the Company and our report dated February 7, 2018 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (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.

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
Pittsburgh, Pennsylvania
February 7, 2018



124




ITEM 9B.
OTHER INFORMATION

NONE

PART III

ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item is incorporated herein by reference from the information under the captions “PROPOSAL NO. 1-ELECTION OF DIRECTORS-Biographies of Nominees,” “BOARD OF DIRECTORS AND COMPENSATION INFORMATION and “SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE” in the Proxy Statement for the annual meeting of shareholders to be held on May 9, 2018 (the “Proxy Statement”).

Executive Officers of CNX

The following is a list, as of February 1, 2018, of CNX executive officers, their ages and their positions and offices held with CNX.
Name
 
Age
 
Position
Nicholas J. DeIuliis
 
49
 
President and Chief Executive Officer
Stephen W. Johnson
 
59
 
Executive Vice President - Chief Administrative Officer
Donald W. Rush
 
35
 
Executive Vice President and Chief Financial Officer
Timothy C. Dugan
 
56
 
Executive Vice President and Chief Operating Officer - Exploration and Production

Nicholas J. DeIuliis is a Director and the President and Chief Executive Officer of CNX Resources Corporation. Prior to the separation of CONSOL Energy Inc. into two separate companies, Mr. DeIuliis had more than 25 years of experience with the Company and in that time has held the positions of Chief Executive Officer since May 7, 2015, President since February 23, 2011, and previously served as the Chief Operating Officer, Senior Vice President - Strategic Planning, and earlier in his career various engineering positions. On January 3, 2018, Mr. DeIuliis was appointed Chairman of the Board and Chief Executive Officer of the general partner of CNX Midstream Partners LP (formerly known as CONE Midstream Partners, LP). He was a Director, President and Chief Executive Officer of CNX Gas Corporation from its creation in 2005 through 2009. Mr. DeIuliis was a Director and Chairman of the Board of the general partner of CONSOL Coal Resources LP (formerly known as CNX Coal Resources LP) from March 16, 2015 until November 28, 2017. Mr. DeIuliis is a member of the Board of Directors of the University of Pittsburgh Cancer Institute, the Center for Responsible Shale Development and the Allegheny Conference on Community Development. Mr. DeIuliis is a registered engineer in the Commonwealth of Pennsylvania and a member of the Pennsylvania bar.

Stephen W. Johnson has served as the Executive Vice President and Chief Administrative Officer of CNX Resources Corporation since April 13, 2015. Mr. Johnson held the same position at the formerly named CONSOL Energy Inc. prior to its separation into two separate companies. Before being appointed to his current position, Mr. Johnson served as Executive Vice President - Diversified Business Units and Chief Legal and Corporate Affairs Officer, and as Senior Vice President and General Counsel of both CONSOL Energy and CNX Gas Corporation. On May 30, 2014, Mr. Johnson became a Director of the general partner of CNX Midstream Partners LP (formerly known as CONE Midstream Partners LP). Mr. Johnson was a Director of the general partner of CONSOL Coal Resources LP (formerly known as CNX Coal Resources LP) from March 16, 2015 until November 28, 2017. Mr. Johnson has spent numerous years in the natural resources industry, including 12 years with CNX Resources Corporation, CONSOL Energy Inc. and CNX Gas Corporation and a number of years prior to that representing natural resources companies in private legal practice. Mr. Johnson is the Chairman of the Board of Concordia Lutheran Ministries, a nonprofit continuing care retirement community, and the former Chairman of NEED, a nonprofit minority college access program.

Donald W. Rush has served as the Executive Vice President and Chief Financial Officer of CNX Resources Corporation since July 11, 2017. Mr. Rush held the same position at the formerly named CONSOL Energy Inc. prior to its separation into two separate companies.  He previously served as Vice President of Energy Marketing where he oversaw the Company's commercial functions, including mergers and acquisitions, gas marketing and transportation, in addition to holding other strategy and planning, business development and engineering positions during his 12 years with the Company. He successfully guided the Company through every significant transaction during its transition into a pure play natural gas exploration and production company, including the sale of the Company's five West Virginia coal mines in 2013 and the separation of the Company’s Marcellus Shale joint venture with Noble Energy Inc. in 2016. On January 3, 2018, Mr. Rush was appointed as a Director named Chief Financial Officer of the


125



general partner of CNX Midstream Partners LP (formerly known as CONE Midstream Partners, LP). Mr. Rush holds a B.S in civil engineering from the University of Pittsburgh and an M.B.A from Carnegie Mellon University’s Tepper School of Business.

Timothy C. Dugan has served as an Executive Vice President since September 20, 2016, and Chief Operating Officer of CNX Resources Corporation since January 28, 2014. Mr. Dugan held the same position at the formerly named CONSOL Energy Inc. prior to its separation into two separate companies. Before being appointed to his current position, he was President and Chief Operating Officer of CNX Gas Corporation from May 2014 to December 2014 when he became President and Chief Executive Officer. In January 2018, Mr. Dugan was appointed Director and named Chief Operating Officer of the general partner of CNX Midstream Partners LP (formerly known as CONE Midstream Partners, LP) on January 3, 2018, and January 12, 2018, respectively. Prior to joining CNX, Mr. Dugan was Vice President - Appalachia South Business Unit at Chesapeake Energy Corporation, a [include simple business description for Chesapeake]. During his seven years with Chesapeake Energy, he held several titles, including Senior Asset Manager and District Manager. Mr. Dugan began his petroleum and natural gas engineering career in 1984 with Cabot Oil & Gas Corporation as a General Foreman and Field Consultant, and he held other industry related positions with progressing responsibility at various oil and gas companies. Mr. Dugan is a member of the Society of Petroleum Engineers.

CNX has a written Code of Business Conduct that applies to CNX's Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer) and others. The Code of Business Conduct is available on CNX's website at www.cnx.com. Any amendments to, or waivers from, a provision of our code of employee business conduct and ethics that applies to our principal executive officer, our principal financial and accounting officer and that relates to any element of the code of ethics enumerated in paragraph (b) of Item 406 of Regulation S-K shall be disclosed by posting such information on our website at www.cnx.com.

By certification dated June 6, 2017, CNX's Chief Executive Officer certified to the New York Stock Exchange (NYSE) that he was not aware of any violation by the Company of the NYSE corporate governance listing standards. In addition, the required Sarbanes-Oxley Act, Section 302 certifications regarding the quality of our public disclosures were filed by CONSOL Energy as exhibits to this Form 10-K.


ITEM 11.
EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference from the information under the captions “BOARD OF DIRECTORS AND COMPENSATION INFORMATION and “EXECUTIVE COMPENSATION INFORMATION” (excluding the Compensation Committee Report) in the Proxy Statement.

ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference from the information under the captions “BENEFICIAL OWNERSHIP OF SECURITIES” and “SECURITIES AUTHORIZED FOR ISSUANCE UNDER CNX EQUITY COMPENSATION PLAN” in the Proxy Statement.


ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information requested by this Item is incorporated by reference from the information under the caption “PROPOSAL NO. 1-ELECTION OF DIRECTORS - Related Party Policy and Procedures and PROPOSAL NO. 1 - ELECTION OF DIRECTORS - Determination of Director Independence in the Proxy Statement.


ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item is incorporated by reference from the information under the caption “ACCOUNTANTS AND AUDIT COMMITTEE-INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” in the Proxy Statement.


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PART IV

ITEM 15.
EXHIBIT INDEX
In reviewing any agreements incorporated by reference in this Form 10-K or filed with this 10-K, please remember that such agreements are included to provide information regarding their terms. They are not intended to be a source of financial, business or operational information about CNX or any of its subsidiaries or affiliates. The representations, warranties and covenants contained in these agreements are made solely for purposes of the agreements and are made as of specific dates; are solely for the benefit of the parties; may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the agreements, including being made for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of CNX or any of its subsidiaries or affiliates or, in connection with acquisition agreements, of the assets to be acquired. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the agreements. Accordingly, these representations and warranties alone may not describe the actual state of affairs as of the date they were made or at any other time.
(A)(1)
 
Financial Statements Contained in Item 8 hereof.
(A)(2)
 
Financial Statement Schedule-Schedule II Valuation and qualifying accounts.
 
Asset Acquisition Agreement dated August 17, 2011 between CNX Gas Company LLC and Noble Energy, Inc., incorporated by reference to Exhibit 2.1 to Form 8-K (file no. 001-14901) filed on August 18, 2011.
 
Joint Development Agreement by and among CNX Gas Company LLC and Noble Energy, Inc. dated as of September 30, 2011, incorporated by reference to Exhibit 2.2 to Form 10-Q (file no. 001-14901) for the quarter ended September 30, 2011, filed on October 31, 2011.
 
Stock Purchase Agreement, dated October 25, 2013, among CONSOL Energy Inc., Consolidation Coal Company, Ohio Valley Resources, Inc., and, as to certain provisions of the Purchase Agreement, Murray Energy Corporation, incorporated by reference to Exhibit 2.1 to Form 8-K (file no. 001-14901) filed on December 11, 2013.
 
Membership Interest and Asset Purchase Agreement dated February 26, 2016 among CONSOL Energy Inc., CONSOL Mining Holding Company LLC, CONSOL Buchanan Mining Company LLC, CONSOL Amonate Mining Company LLC CONSOL Mining Company LLC, CNX Land LLC, CNX Marine Terminals Inc., CNX RCPC LLC, CONSOL Pennsylvania Coal Company LLC and CONSOL Amonate Facility LLC and Coronado IV LLC which is incorporated by reference to Exhibit 2.1 to Form 8-K (file no. 001-14901) filed on February 29, 2016.
 
Exchange Agreement dated October 29, 2016, by and between CNX Gas Company LLC and Noble Energy, Inc. including Appendix I (Definitions) thereto, incorporated by reference to Exhibit 2.1 to Form 8-K (file no. 001-14901) filed on October 31, 2016.
2.6
 
First Amendment to Exchange Agreement dated as of December 1, 2016, by and between CNX Gas Company LLC and Noble Energy, Inc. Exhibits and Schedules identified in the First Amendment to Exchange Agreement are not being filed but will be furnished supplementally to the Securities and Exchange Commission upon request.
 
Separation and Distribution Agreement, dated as of November 28, 2017, by and between the Company and CONSOL Mining Corporation, incorporated by reference to Exhibit 2.1 to Form 8-K (file no. 001-14901) filed on December 4, 2017.
 
Tax Matters Agreement, dated as of November 28, 2017, by and between the Company and CONSOL Mining Corporation, incorporated by reference to Exhibit 2.2 to Form 8-K (file no. 001-14901) filed on December 4, 2017.
 
Employee Matters Agreement, dated as of November 28, 2017, by and between the Company and CONSOL Mining Corporation, incorporated by reference to Exhibit 2.3 to Form 8-K (file no. 001-14901) filed on December 4, 2017.
 
Intellectual Property Matters Agreement, dated as of November 28, 2017, by and between the Company and CONSOL Mining Corporation, incorporated by reference to Exhibit 2.4 to Form 8-K (file no. 001-14901) filed on December 4, 2017.
 
Restated Certificate of Incorporation of CONSOL Energy Inc., incorporated by reference to Exhibit 3.1 to Form 8-K (file no. 001-14901) filed on May 8, 2006.
 
Certificate of Amendment to the Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to Form 8-K (file no. 001-14901) filed on December 4, 2017.
 
Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.2 to Form 8-K (file no. 001-14901) filed on December 4, 2017.


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Supplemental Indenture, dated as of April 30, 2010, among Dominion Exploration & Production, Inc., Dominion Reserves, Inc., Dominion Coalbed Methane, Inc., Dominion Appalachian Development, LLC, Dominion Appalachian Development Properties, LLC, CONSOL Energy Inc. and The Bank of Nova Scotia Trust Company of New York, as trustee, with respect to the 8.25% Senior Notes due 2020, incorporated by reference to Exhibit 4.6 to Form 8-K/A (file no. 001-14901) filed on August 6, 2010.
 
Supplemental Indenture No. 2, dated as of June 16, 2010, among Cardinal States Gathering Company, CNX Gas Company LLC, CNX Gas Corporation, Coalfield Pipeline Company, Knox Energy, LLC, MOB Corporation, CONSOL Energy Inc. and The Bank of Nova Scotia Trust Company of New York, as trustee, with respect to the 8.25% Senior Notes due 2020, incorporated by reference to Exhibit 4.7 to Form 8-K/A (file no. 001-14901) filed on August 6, 2010.
 
Supplemental Indenture No. 3, dated as of August 24, 2011, to Indenture dated as of April 1, 2010 among CONSOL Energy Inc., certain subsidiaries of CONSOL Energy Inc. and The Bank of Nova Scotia Trust Company of New York, as trustee, with respect to the 8.25% Senior Notes due 2020, incorporated by reference to Exhibit 4.2 to Form 8-K (file no. 001-14901) filed on August 29, 2011.
 
Supplemental Indenture No. 4, dated as of September 10, 2013, to Indenture dated as of April 1, 2010, by and among CONSOL Energy Inc., certain subsidiaries of CONSOL Energy Inc. and Wells Fargo Bank, National Association, as successor trustee to The Bank of Nova Scotia Trust Company of New York, with respect to the 8.25% Senior Notes due 2020, incorporated by reference to Exhibit 4.2 of Form 10-Q (file no. 001-14901) filed on November 1, 2013.
 
Supplemental Indenture No. 5, dated as of March 23, 2015, to the Indenture dated as of April 1, 2010 by and among CONSOL Energy Inc., the Subsidiary Guarantors listed on the signature pages thereof and Wells Fargo Bank, National Association, a national banking association, as successor trustee, with respect to the 8.25% Senior Notes due 2020, incorporated by reference to Exhibit 4.4 of Form 10-Q (file no. 001-14901) filed on May 5, 2015.
 
Indenture, dated as of March 9, 2011, among CONSOL Energy Inc., the Subsidiaries named therein and The Bank of Nova Scotia Trust Company of New York, as trustee, with respect to the 6.375% Senior Notes due 2021, incorporated by reference to Exhibit 4.1 to Form 8-K (file no. 001-14901) filed on March 11, 2011.
 
Supplemental Indenture No. 1, dated as of August 24, 2011, to Indenture dated as of March 9, 2011 among CONSOL Energy Inc., certain subsidiaries of CONSOL Energy Inc. and The Bank of Nova Scotia Trust Company of New York, as trustee, with respect to the 6.375% Senior Notes due 2021, incorporated by reference to Exhibit 4.3 to Form 8-K (file no. 001-14901) filed on August 29, 2011.
 
Supplemental Indenture No. 2, dated as of September 10, 2013, to Indenture dated as of March 9, 2011, by and among CONSOL Energy Inc., certain subsidiaries of CONSOL Energy Inc. and Wells Fargo Bank, National Association, as successor trustee to The Bank of Nova Scotia Trust Company of New York, with respect to the 6.375 % Senior Notes due 2021, incorporated by reference to Exhibit 4.3 of Form 10-Q (file no. 001-14901) filed on November 1, 2013.
 
Supplemental Indenture No. 3, dated as of March 23, 2015, to the Indenture dated as of March 9, 2011 by and among CONSOL Energy Inc., the Subsidiary Guarantors listed on the signature pages thereof and Wells Fargo Bank, National Association, a national banking association, as successor trustee, with respect to the 6.375% Senior Notes due 2021, incorporated by reference to Exhibit 4.3 of Form 10-Q (file no. 001-14901) filed on May 5, 2015.
 
Indenture, dated as of April 16, 2014, among CONSOL Energy Inc., the Subsidiary Guarantors named therein and Wells Fargo Bank, National Association, a national banking association, as trustee, with respect to the 5.875% Senior Notes due 2022, incorporated by reference to Exhibit 4.1 to Form 8-K (file no. 001-14901) filed on April 16, 2014.
 
Indenture, dated as of March 30, 2015, among CONSOL Energy Inc., the subsidiary guarantors party thereto and Well Fargo, National Association, as Trustee, incorporated by reference to Exhibit 4.1 to Form 8-K (file no. 001-14901) filed on March 30, 2015.
 
Registration Rights Agreement, dated as of April 16, 2014, by and among CONSOL Energy Inc., the guarantors signatory thereto and J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC, as representatives of the several initial purchasers, incorporated by reference to Exhibit 4.2 to Form 8-K (file no. 001-14901) filed on April 16, 2014.
 
Registration Rights Agreement, dated as of August 12, 2014, by and among CONSOL Energy Inc., the guarantors signatory thereto and Goldman, Sachs & Co., as the initial purchasers, incorporated by reference to Exhibit 4.2 to Form 8-K (file no. 001-14901) filed on August 12, 2014.
 
Registration Rights Agreement, dated as of March 30, 2015, among CONSOL Energy Inc., the subsidiary guarantors party thereto and Goldman, Sachs & Co. as the initial purchaser named therein, incorporated by reference to Exhibit 4.2 to Form 8-K (file no. 001-14901) filed on March 30, 2015.
 
Agreement of Resignation, Appointment and Acceptance, dated July 22, 2013, by and among CONSOL Energy Inc., certain subsidiaries of CONSOL Energy Inc. signatory thereto, Wells Fargo Bank, National Association, as Successor Trustee to The Bank of Nova Scotia Trust Company of New York, and The Bank of Nova Scotia Trust Company of New York, as Resigning Trustee (related to the Indenture dated as of April 1, 2010 with respect to the 8.00% Senior Notes due 2017, the Indenture dated as of April 1, 2010 with respect to the 8.25% Senior Notes due 2020, and the Indenture dated as of March 9, 2011 with respect to the 6.375% Senior Notes due 2021), incorporated by reference to Exhibit 4.4 of Form 10-Q (file no. 001-14901) filed on November 1, 2013.


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Purchase and Sale Agreement, dated as of April 30, 2003, by and among CONSOL Energy Inc., CONSOL Sales Company, CONSOL of Kentucky Inc., CONSOL Pennsylvania Coal Company, Consolidation Coal Company, Island Creek Coal Company, Windsor Coal Company, McElroy Coal Company, Keystone Coal Mining Corporation, Eighty-Four Mining Company, CNX Gas Company LLC, CNX Marine Terminals Inc. and CNX Funding Corporation, incorporated by reference to Exhibit 10.30 to Form 10-Q (file no. 001-14901) for the quarter ended June 30, 2003, filed on August 13, 2003.
 
Purchase and Sale Agreement dated July 19, 2016, among CONSOL of Kentucky Inc., Island Creek Coal Company, Laurel Run Mining Company, and CNX Land LLC and Southeastern Land, LLC, incorporated by reference to Exhibit 2.1 to Form 8-K (file no. 001-14901) filed on July 25, 2016.
 
Purchase and Sale Agreement dated July 19, 2016, among AMVEST West Virginia Coal, L.L.C., Braxton-Clay Land & Mineral, Inc., Nicholas-Clay Land & Mineral, Inc., Peters Creek Mineral Services, Inc., Terry Eagle Limited Partnership, Terry Eagle Coal Company, L.L.C., Fola Coal Company, L.L.C., Little Eagle Coal Company, L.L.C., and Vaughan Railroad Company and Southeastern Land, LLC, incorporated by reference to Exhibit 2.2 to Form 8-K (file no. 001-14901) filed on July 25, 2016.
 
Contribution Agreement dated as of November 15, 2016, by and among CONE Gathering LLC, CONE Midstream GP LLC, CONE Midstream Partners LP, CONE Midstream Operating Company LLC and certain other signatories thereto, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on November 16, 2016.
 
Amended and Restated Credit Agreement, dated as of April 12, 2011, by and among CONSOL Energy Inc., the Guarantors Party thereto, the Lenders Party thereto, PNC Bank, National Association, as the Administrative Agent, Bank of America, N.A., as the Syndication Agent, The Bank of Nova Scotia, The Royal Bank of Scotland PLC and Sovereign Bank, as the Co-Documentation Agents, and PNC Capital Markets LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on April 18, 2011.
 
Amendment No. 1 to Credit Agreement, dated as of December 5, 2013, to the Amended and Restated Credit Agreement, dated as of April 12, 2011, by and among CONSOL Energy Inc., the lenders and agents party thereto and PNC Bank, National Association, as administrative agent, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on December 11, 2013.
 
Amended and Restated Credit Agreement, dated as of June 18, 2014, by and among CONSOL Energy Inc., the lenders and agents party thereto and PNC Bank, National Association, as administrative agent, incorporated by reference to Exhibit 10.1 to Form 8-K/A (file no. 001-14901) filed on June 25, 2014.
 
Amendment No. 1, dated as of May 22, 2015, to the Amended and Restated Credit Agreement, dated as of June 18, 2014, by and among CONSOL Energy Inc., the subsidiary guarantors party thereto and certain lenders and PNC Bank, National Association as administrative agent, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on May 26, 2015.
 
Amendment No. 2, dated as of April 20, 2016, to the Amended and Restated Credit Agreement, dated as of June 18, 2014, and the Amended and Restated Security Agreement, dated as of June 18, 2014, by and among CONSOL Energy Inc., the subsidiary guarantors party thereto, certain lenders and PNC Bank, National Association as administrative agent and as collateral agent, incorporated by reference to Exhibit 10.1 to the Form 8-K (file no. 001-14901) filed on April 26, 2016.
 
Amendment No. 3 and Borrowing Base Redetermination, dated as of October 25, 2017, to the Amended and Restated Credit Agreement, dated as of June 18, 2014, by and among CONSOL Energy Inc., the subsidiary guarantors party thereto, certain lenders and PNC Bank, National Association as administrative agent, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on October 31, 2017.
 
Amendment No. 4, dated as of November 27, 2017, to the Amended and Restated Credit Agreement, dated as of June 18, 2014, by and among CONSOL Energy Inc., the subsidiary guarantors party thereto, certain lenders and PNC Bank, National Association as administrative agent, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on December 1, 2017.
 
Resignation, Consent and Appointment Agreement entered into as of September 12, 2016, by and among Bank of America, N.A., as the resigning Syndication Agent under that certain Amended and Restated Credit Agreement, dated as of June 18, 2014, JPMorgan Chase Bank, N.A., as the successor Syndication Agent, and CONSOL Energy Inc., a Delaware corporation, as the Borrower, incorporated by reference to Exhibit 10.3 to the Form 10-Q (file no. 001-14901) for the quarter ended September 30, 2016, filed on November 1, 2016.
 
Amended and Restated Collateral Trust Agreement, dated as of May 7, 2010, by and among CONSOL Energy Inc. and its Designated Subsidiaries, Wilmington Trust Company, as Corporate Trustee and David A. Vanaskey, as Individual Trustee, incorporated by reference to Exhibit 2.2 to Form 8-K (file no. 001-14901) filed on May 13, 2010.
 
Amended and Restated Pledge Agreement, dated as of May 7, 2010, made and entered into by each of the pledgors listed on the signature pages thereto and each other persons and entities that become bound thereto from time to time by joinder, assumption, or otherwise and Wilmington Trust Company, as Collateral Trustee, incorporated by reference to Exhibit 2.3 to Form 8-K (file no. 001-14901) filed on May 13, 2010.


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Amended and Restated Security Agreement, dated as of May 7, 2010, by and among CONSOL Energy Inc., each of the parties listed on the signature pages thereto and each other persons and entities that become bound thereto from time to time by joinder, assumption, or otherwise and Wilmington Trust Company, as Collateral Trustee, incorporated by reference to Exhibit 2.4 to Form 8-K (file no. 001-14901) filed on May 13, 2010.
 
Patent, Trademark and Copyright Security Agreement, dated as of June 27, 2007, by and among each of the pledgors listed on the signature pages thereto and each of the other persons and entities that become bound thereby from time to time by joinder, assumption, or otherwise and Wilmington Trust Company, as Collateral Trustee, incorporated by reference to Exhibit 10.20 to Form 10-K for the year ended December 31, 2010 (file no. 001-14901), filed on February 10, 2011.
 
First Amendment to Amended and Restated Patent, Trademark and Copyright Security Agreement, dated as of May 7, 2010, by and among each of the pledgors listed on the signature pages thereto and each other persons and entities that become bound thereto from time to time by joinder, assumption, or otherwise and Wilmington Trust Company, as Collateral Trustee, incorporated by reference to Exhibit 2.5 to Form 8-K (file no. 001-14901) filed on May 13, 2010.
 
Patent, Trademark and Copyright Assignment and Assumption, dated as of April 12, 2011, between Wilmington Trust Company as assignor and PNC Bank, National Association as assignee, incorporated by reference to Exhibit 2.1 to Form 8-K (file no. 001-14901) filed on April 18, 2011.
 
Guaranty and Suretyship Agreement, dated as of April 30, 2003, by CONSOL Energy Inc., as guarantor in favor of CNX Funding Corporation, incorporated by reference to Exhibit 10.6 to Form 10-Q (file no. 001-14901) for the quarter ended March 31, 2011, filed on May 3, 2011.
 
Amended and Restated Continuing Agreement of Guaranty and Suretyship, dated as of May 7, 2010, jointly and severally given by each of the undersigned thereto and each of the other persons which become Guarantors thereunder from time to time in favor of PNC Bank, National Association, in its capacity as the administrative agent for the Lenders, in connection with that certain Amended and Restated Credit Agreement, as defined therein, incorporated by reference to Exhibit 10.22 to Form 10-K for the year ended December 31, 2010 (file no. 001-14901), filed on February 10, 2011.
 
CNX Gas Continuing Agreement of Guaranty and Suretyship, dated as of April 12, 2011, by CNX Gas Corporation and certain of its subsidiaries, incorporated by reference to Exhibit 10.2 to Form 8-K (file no. 001-14901) filed on April 18, 2011.
 
Successor Agent Agreement, dated as of April 12, 2011, by and among among Wilmington Trust Company and David A. Varansky as existing agents, PNC Bank, National Association as Collateral Trustee and CONSOL Energy Inc. and certain of its subsidiaries, incorporated by reference to Exhibit 2.2 to Form 8-K (file no. 001-14901) filed on April 18, 2011.
 
Amended and Restated Credit Agreement, dated as of April 12, 2011, by and among CNX Gas Corporation, the Guarantors Party thereto, the Lenders Party thereto, PNC Bank, National Association, as the Administrative Agent, Bank of America, N.A., as the Syndication Agent, The Bank of Nova Scotia, The Royal Bank of Scotland PLC and Wells Fargo Bank, N.A., as the Co-Documentation Agents, and PNC Capital Markets LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Bookrunners and Joint Lead Arrangers, incorporated by reference to Exhibit 10.3 to Form 8-K (file no. 001-14901) filed on April 18, 2011.
 
Amendment No. 1 to Credit Agreement, dated as of December 14, 2011, by and among CNX Gas Corporation, the lenders and agents party thereto and PNC Bank, National Association, as Administrative Agent, incorporated by reference to Exhibit 10.29 to Form 10-K for the year ended December 31, 2012 (file no. 01-14901), filed on February 7, 2013.
 
Amendment No. 2 to Credit Agreement, dated as of March 12, 2013, to the Amended and Restated Credit Agreement, dated as of April 12, 2011, as amended by Amendment No. 1, dated December 14, 2011, by and among CNX Gas Corporation, the lenders and agents party thereto and PNC Bank, National Association, as administrative agent, incorporated by reference to Exhibit 10.1 of Form 10-Q (file no. 001-14901) for the quarter ended March 31, 2013, filed on May 7, 2013.
 
Collateral Trust Agreement, dated as of May 7, 2010, by and among CNX Gas Corporation, its Designated Subsidiaries, Wilmington Trust Company, as Corporate Trustee and David A. Vanaskey, as Individual Trustee, incorporated by reference to Exhibit 2.1 to the CNX Gas Corporation Form 8-K (file no. 001-32723) filed on May 13, 2010.
 
Pledge Agreement, dated as of May 7, 2010, by each of the pledgors listed on the signature pages thereto and each of the other persons and entities that become bound thereby from time to time by joinder, assumption or otherwise and Wilmington Trust Company, as Collateral Trustee, incorporated by reference to Exhibit 2.2 to the CNX Gas Corporation Form 8-K (file no. 001-32723) filed on May 13, 2010.
 
Security Agreement, dated as of May 7, 2010, by and among CNX Gas Corporation and each of the undersigned parties thereto and each of the other persons and entities that become bound thereby from time to time by joinder, assumption or otherwise and Wilmington Trust Company, as Collateral Trustee, incorporated by reference to Exhibit 2.3 to the CNX Gas Corporation Form 8-K (file no. 001-32723) filed on May 13, 2010.
 
CONSOL Amended and Restated Continuing Agreement of Guaranty and Suretyship, dated as of April 12, 2011, by CONSOL Energy and certain of its subsidiaries, incorporated by reference to Exhibit 10.4 to Form 8-K (file no. 001-14901) filed on April 18, 2011.


130



 
Amended and Restated Continuing Agreement of Guaranty and Suretyship, dated as of April 12, 2011, among CNX Gas Company LLC and certain of its subsidiaries, incorporated by reference to Exhibit 10.5 to Form 8-K (file no. 001-14901) filed on April 18, 2011.
 
Successor Agent Agreement, dated as of April 12, 2011, by and among Wilmington Trust Company and David A. Vanaskey as existing agents, PNC Bank, National Association as Collateral Trustee and CNX Gas Corporation and certain of its subsidiaries, incorporated by reference to Exhibit 2.3 to Form 8-K (file no. 001-14901) filed on April 18, 2011.
 
Closing Agreement by and between CNX Gas Company LLC and Noble Energy, Inc. dated as of September 30, 2011, incorporated by reference to Exhibit 10.2 to Form 10-Q (file no. 001-14901) for the quarter ended September 30, 2011, filed on October 31, 2011.
 
Stipulation and Agreement of Compromise and Settlement, dated May 8, 2013, between and among (i) plaintiffs Harold L. Hurwitz and James R. Gummel, on their own behalf and on behalf of the Class (as defined therein) and (ii) defendants CNX Gas Corporation, CONSOL Energy Inc. and certain individual defendants, incorporated by reference to Exhibit 10.1 of Form 10-Q (file no. 001-14901) for the quarter ended June 30, 2013, filed on August 5, 2013.
 
Amendment No. 1, dated April 19, 2013, to the Asset Acquisition Agreement, dated August 17, 2011, between CNX Gas Company LLC and Noble Energy, Inc, incorporated by reference to Exhibit 10.2 of Form 10-Q (file no. 001-14901) for the quarter ended June 30, 2013, filed on August 5, 2013.
 
Purchase Agreement, dated as of April 10, 2014, among CONSOL Energy Inc., the subsidiary guarantors party thereto and J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC, as representatives of the several initial purchasers named therein, incorporated by reference to Exhibit 1.1 to Form 8-K (file no. 001-14901) filed on April 16, 2014.
 
Transition Services Agreement, dated as of November 28, 2017, by and between the Company and CONSOL Mining Corporation, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on December 4, 2017
 
CNX Resources Corporation to CONSOL Energy Inc. Trademark License Agreement dated as of November 28, 2017, by and between the Company and CONSOL Energy Inc., incorporated by reference to Exhibit 10.2 to Form 8-K (file no. 001-14901) filed on December 4, 2017
 
CONSOL Energy Inc. to CNX Resources Corporation Trademark License Agreement, dated as of November 28, 2017, by and between the Company and CONSOL Energy Inc., incorporated by reference to Exhibit 10.3 to Form 8-K (file no. 001-14901) filed on December 4, 2017
 
Amended and Restated Employment Agreement, dated March 21, 2014, between CONSOL Energy Inc. and J. Brett Harvey incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on March 26, 2014.
 
Letter Agreement, dated August 24, 2007, by and between CONSOL Energy Inc. and Nicholas J. DeIuliis, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on August 24, 2007.
 
Change in Control Agreement by and between CONSOL Energy Inc. and Nicholas J. DeIuliis, incorporated by reference to Exhibit 10.7 to Form 10-K for the year ended December 31, 2008 (file no. 001-14901), filed on February 17, 2009.
 
Amended and Restated Change in Control Severance Agreement, dated as of October 9, 2015, between CONSOL Energy Inc., and David M. Khani, incorporated by reference to Exhibit 10.1 to Form 10-Q (file no. 001-14901) for the quarter ended September 30, 2015, filed on November 3, 2015.
 
Change in Control Agreement by and among CNX Gas Corporation, CONSOL Energy Inc. and Stephen W. Johnson, incorporated by reference to Exhibit 10.4 to Form 10-K for the year ended December 31, 2008 of CNX Gas Corporation (file no. 001-32723) filed on February 17, 2009.
 
Amended and Restated Change in Control Severance Agreement, dated as of February 7, 2017, between CNX Coal Resources GP LLC, and James A. Brock, incorporated by reference Exhibit 10.61 to Form 10-K (file no. 001-14901) for year-end December 31, 2016 filed on February 8, 2017.
 
Amended and Restated Change in Control Severance Agreement, dated as of August 24, 2015, between CONSOL Energy Inc., and Timothy Dugan, incorporated by reference to Exhibit 10.3 to Form 10-Q (file no. 001-14901) for the quarter ended September 30, 2015, filed on November 3, 2015.
 
Form of Indemnification Agreement for Directors and Executive Officers of CONSOL Energy Inc., incorporated by reference to Exhibit 10.6 to Form 10-Q (file no. 001-14901) for the quarter ended June 30, 2009, filed on August 3, 2009.
 
Form of Indemnification Agreement for Directors and Executive Officers of CNX Gas Corporation, incorporated by reference to Exhibit 10.7 to Form 10-Q (file no. 001-14901) for the quarter ended June 30, 2009, filed on August 3, 2009.
 
CNX Resources Corporation Equity Incentive Plan, as amended and restated effective January 26, 2018, filed herewith.
 
Amended and Restated CNX Resources Corporation Executive Annual Incentive Plan, filed herewith.
 
Form of Non-Qualified Stock Option Award Agreement For Employees, incorporated by reference to Exhibit 10.26 to the Registration Statement on Form S-4 (file no. 333-149442) filed on February 28, 2008.


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Form of Non-Qualified Stock Option Award Agreement for Employees (February 17, 2009 and through 2012), incorporated by reference to Exhibit 10.28 to Form S-4 (file no. 333-157894) filed on June 26, 2009.
 
Form of Non-Qualified Performance Stock Option Agreement for Employees, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on June 21, 2010.
 
Form of Non-Qualified Stock Option Award for Employees (January 27, 2016), incorporated by reference to Exhibit 10.72 to Form 10-K (file no. 001-14901) for the year ended December 31, 2015, filed on February 5, 2016.
 
Form of Employee Nonqualified Stock Option Agreement (May 26, 2016), incorporated by reference to Exhibit 10.4 to Form 10-Q (file no. 001-14901) for the quarter ended June 30, 2016, filed on July 29, 2016.
 
Form of Restricted Stock Unit Award for Employees (February 17, 2009 through 2014), incorporated by reference to Exhibit 10.31 to Amendment No. 1 to Form S-4 (file no. 333-157894) filed on June 26, 2009.
 
Form of 5-Year Restricted Stock Unit Award Agreement for Employees, incorporated by reference to Exhibit 10.4 to Form 10-Q (file no. 001-14901) for the quarter ended March 31, 2014, filed on May 6, 2014.
 
Form of Restricted Stock Unit Award Agreement for Directors, incorporated by reference to Exhibit 10.30 to the Registration Statement on Form S-4 (file no. 333-149442) filed on February 28, 2008.
 
Form of Restricted Stock Unit Award Agreement for Employees (for 2015 awards), incorporated by reference to Exhibit 10.67 to Form 10-K for the year ended December 31, 2014 (file no. 001-14901), filed on February 6, 2015.
 
Form of Restricted Stock Unit Award Agreement for Employees (With Deferral Election) (for 2017 awards).
 
Form of Performance Share Unit Award Agreement (for 2014 awards), incorporated by reference to Exhibit 10.3 to Form 10-Q (file no. 001-14901) for the quarter ended March 31, 2014, filed on May 6, 2014.
 
Form of Performance Share Unit Award Agreement (for 2015 awards), incorporated by reference to Exhibit 10.69 to Form 10-K for the year ended December 31, 2014 (file no. 001-14901), filed on February 6, 2015.
 
Form of Performance Share Unit Award Agreement (for 2016 awards), incorporated by reference to Exhibit 10.79 to Form 10-K (file no. 001-14901) for the year ended December 31, 2015, filed on February 5, 2016.
 
Form of Performance Share Unit Award Agreement (for 2017 awards).
 
Summary of Non-Employee Director Compensation, incorporated by reference to Exhibit 10.69 to Form 10-K (file no. 001-14901) for the year ended December 31, 2013, filed on February 7, 2014.
 
Directors Deferred Compensation Plan (1999 Plan), incorporated by reference to Exhibit 10.1 to Form 10-Q (file no. 001-14901) for the quarter ended March 31, 2008, filed on April 30, 2008.
 
Directors' Deferred Fee Plan (2004 Plan) (Amended and Restated on December 4, 2007), incorporated by reference to Exhibit 10.3 to Form 10-Q (file no. 001-14901) for the quarter ended March 31, 2008, filed on April 30, 2008.
 
Hypothetical Investment Election Form Relating to Directors' Deferred Fee Plan (2004 Plan), incorporated by reference to Exhibit 10.50 to Form 10-K for the year ended December 31, 2007 (file no. 001-14901), filed on February 19, 2008.
 
Form of Director Deferred Stock Unit Grant Agreement, incorporated by reference to Exhibit 10.95 to the Form 8-K (file no. 001-14901) filed on May 8, 2006.
 
Trust Agreement (Amended and Restated on March 20, 2008) (1999 Directors Deferred Compensation Plan), incorporated by reference to Exhibit 10.2 to Form 10-Q (file no. 001-14901) for the quarter ended March 31, 2008, filed on April 30, 2008.
 
Trust Agreement (Amended and Restated on March 20, 2008) (Directors' Deferred Fee Plan (2004 Plan)), incorporated by reference to Exhibit 10.4 to Form 10-Q (file no. 001-14901) for the quarter ended March 31, 2008, filed on April 30, 2008.
 
Amended and Restated Retirement Restoration Plan of CNX Resources Corporation, as amended and restated effective December 2, 2008, as amended and restated effective November 28, 2017, filed herewith.
 
Amended and Restated Supplemental Retirement Plan of CNX Resources Corporation effective January 1, 2007, as amended and restated effective November 28, 2017, filed herewith.
 
CNX Resources Corporation Defined Contribution Restoration Plan, effective January 1, 2012, as amended and restated effective November 28, 2017, filed herewith.
 
Executive Compensation Clawback Policy of CONSOL Energy Inc., dated as of January 28, 2014, incorporated by reference to Exhibit 10.11 of Form 10-Q (file no. 001-14901) for the quarter ended March 31, 2014, filed on May 6, 2014.
 
Purchase and Sale Agreement, dated as of February 7, 2018, by and among CNX Midstream Partners LP, CNX Midstream DevCo I LP, CNX Midstream DevCo III LP, CNX Gathering LLC, and, for certain purposes, CNX Midstream DevCo I GP LLC, CNX Midstream DevCo III GP LLC and CNX Midstream Operating Company LLC.
 
Computation of Ratio of Earnings to Fixed Charges.
 
Subsidiaries of CNX Resources Corporation.
 
Consent of Ernst & Young LLP
 
Consent of Netherland Sewell & Associates, Inc.


132



 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Mine Safety Disclosure Exhibit
 
Engineers' Audit Letter
 
 Financial Statements of CNX Gathering LLC
101
 
Interactive Data File (Form 10-K for the year ended December 31, 2017 furnished in XBRL).

* Denotes the management contracts and compensatory arrangements in which any director or any named executive officer participates
Supplemental Information
No annual report or proxy material has been sent to shareholders of CNX at the time of filing of this Form 10-K. An annual report will be sent to shareholders and to the commission subsequent to the filing of this Form 10-K.

In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

ITEM 16. FORM 10-K SUMMARY
NONE


133



SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, as of the 7th day of February, 2018.
 
CNX RESOURCES CORPORATION
 
 
 
 
 
By: 
 
/s/    N ICHOLAS  J. D E I ULIIS     
 
 
 
Nicholas J. DeIuliis
 
 
 
Director, Chief Executive Officer and President
 
 
 
(Duly Authorized Officer and Principal Executive Officer)
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed as of the 8th day of February, 2017, by the following persons on behalf of the registrant in the capacities indicated:
Signature
 
Title
 
 
 
/s/    N ICHOLAS  J. D E I ULIIS     
 
Director, Chief Executive Officer and President
Nicholas J. DeIuliis
 
(Duly Authorized Officer and Principal Executive Officer)
 
 
 
/s/    D ONALD  W. R USH      
 
Chief Financial Officer and Executive Vice President
Donald W. Rush
 
(Duly Authorized Officer and Principal Financial Officer)
 
 
 
/s/    J ASON L. M UMFORD
 
Controller
Jason L. Mumford
 
(Duly Authorized Officer and Principal Accounting Officer)
 
 
 
/s/    W ILLIAM   N.   T HORNDIKE   J R.      
 
Director and Chairman of the Board
William N. Thorndike Jr.
 
 
 
 
 
/s/    J. P ALMER  C LARKSON
 
Director
J. Palmer Clarkson
 
 
 
 
 
/s/    W ILLIAM  E. D AVIS        
 
Director
William E. Davis
 
 
 
 
 
/s/    M AUREEN  E. L ALLY -G REEN    
 
Director
Maureen E. Lally-Green
 
 
 
 
 
/s/    B ERNARD   L ANIGAN   JR.  
 
Director
Bernard Lanigan Jr.
 
 


134




SCHEDULE II
CNX RESOURCES CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
(Dollars in thousands)

 
 
 
 
Additions
 
Deductions
 
 
 
 
Balance at
 
 
 
Release of
 
 
 
Balance at
 
 
Beginning
 
Charged to
 
Valuation
 
Charged to
 
End
 
 
of Period
 
Expense
 
Allowance
 
Expense
 
of Period
Year Ended December 31, 2017
 
 
 
 
 
 
 
 
 
 
State operating loss carry-forwards
 
$
60,488

 
$

 
$
1,072

 
$

 
$
61,560

Deferred deductible temporary differences
 
10,590

 

 
(1,502
)
 

 
9,088

Charitable Contributions
 
5,052

 

 
(1,896
)
 

 
3,156

162(m) Officers Compensation
 

 

 
5,957

 

 
5,957

AMT Credit
 
166,798

 

 
(154,385
)
 

 
12,413

Foreign Tax Credits
 
39,850

 
4,552

 

 

 
44,402

            Total
 
$
282,778

 
$
4,552

 
$
(150,754
)
 
$

 
$
136,576

 
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2016
 
 
 
 
 
 
 
 
 
 
State operating loss carry-forwards
 
$
42,983

 
$
17,505

 
$

 
$

 
$
60,488

Deferred deductible temporary differences
 
9,420

 
1,170

 

 

 
10,590

Charitable Contributions
 

 
5,052

 

 

 
5,052

AMT Credit
 

 
166,798

 

 

 
166,798

Foreign Tax Credits
 
25,903

 
13,947

 

 

 
39,850

            Total
 
$
78,306

 
$
204,472

 
$

 
$

 
$
282,778

 
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2015
 
 
 
 
 
 
 
 
 
 
State operating loss carry-forwards
 
$
6,080

 
$
31,578

 
$
5,325

 
$

 
$
42,983

Deferred deductible temporary differences
 
16

 
7,914

 
1,490

 

 
9,420

Foreign Tax Credits
 

 
25,903

 

 

 
25,903

            Total
 
$
6,096

 
$
65,395

 
$
6,815

 
$

 
$
78,306




135

CNX Resources Corporation
Equity Incentive Plan
As Amended and Restated Effective January 26, 2018

Capitalized terms shall have the meaning set forth in Section 16 of the Plan.

1.     PURPOSE.

The purposes of the CNX Resources Corporation Equity Incentive Plan, as amended and restated as set forth herein, are to promote the interests of the Company and its shareholders by (i) attracting and retaining Eligible Directors, executive officers and other key employees of the Company and its Affiliates; (ii) motivating such individuals by means of performance-related incentives to achieve long-range performance goals; and (iii) enabling such individuals to participate in the long-term growth and financial success of the Company.

2.     RESPONSIBILITY FOR ADMINISTRATION.

(a)      Authority of Board . Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Board by the Plan, the Board shall have full power and discretionary authority to decide all matters relating to the administration and interpretation of the Plan; provided, however, that ministerial responsibilities of the Plan (e.g., management of day-to-day matters) may be delegated to the Company’s officers, as set forth in Section 2(d) below. The Board’s powers include the authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to an eligible Employee; (iii) determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Board; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (ix) advance the lapse of any waiting period, accelerate any exercise date, waive or modify any restriction applicable to Awards (except those restrictions imposed by law); (x) correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect; (xi) determine whether, and the extent to which, adjustments are required pursuant to Section 3 hereof and authorize the termination, conversion, substitution or succession of Awards upon the occurrence of a transaction or an event of the type described in Section 3(c) below; and (xii) make any other determination and take any other action that the Board deems necessary or desirable for the administration of the Plan. All decisions and determinations of the Board shall be final, conclusive and binding on the Company, the Participant and any and all interested parties.

(b)      Board Discretion Binding . Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Board, may be made at any time and shall be final, conclusive, and binding upon all Persons, including the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, any shareholder and any Employee. All Awards shall be made conditional upon the Participant’s acknowledgement, in writing or by acceptance of the Award, that all decisions and determinations of the Board shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under such Award.

(c)      Delegation to Committee . The Board may delegate to the Committee any or all of its authority for the administration of the Plan and may revoke such delegation at any time; provided, however, that the Board shall approve (i) any Awards to the Company’s Eligible Directors and (ii) amendments to the Plan. If authority is delegated to the Committee, all references to the Board in the Plan shall mean and relate to the Committee except as otherwise provided by the Board.

(d)      Delegation to Officer . Except to the extent prohibited by applicable law or regulation, the Board or the Committee may delegate all or any portion of its responsibilities and powers to any person or persons selected by it, and may revoke such delegation at any time. The ministerial responsibilities of the Plan (e.g., management of day-to-day matters) are a function that has been delegated to the Company’s officers as permitted by the terms of the Plan and in compliance with applicable law and regulation. No officer to whom administrative authority has been delegated pursuant to this provision may waive or modify any restriction applicable to an award to such officer under the Plan.
 
(e)      No Liability . No member of the Board or the Committee, or any person to whom the Board or Committee delegates responsibilities and/or duties, shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award granted hereunder.

3.     SHARES AVAILABLE FOR AWARDS; LIMITATIONS.

(a)      Shares Available . Subject to adjustment as set forth in Section 3(c) below, the aggregate number of Shares with respect to which Awards may be granted under the Plan shall be 48,915,944. The aggregate number of Shares available with respect to Awards under the Plan shall be reduced by one (1) Share for each Share to which an Award relates; provided, however, that (i) such aggregate number of Shares available with respect to Awards under the Plan shall be reduced by 1.62 Shares for each Share which relates to a Full-Value Award, (ii) no more than 11,550,400 Shares may be issued with respect to Incentive Stock Options and (iii) any Award (or any portion thereof) settled in cash will not be counted against, or have any effect upon, the number of Shares available for issuance under this Plan. If, after the Effective Date, any Shares covered by an Award granted under the Plan, or to which such an Award relates, are forfeited, or the Award (or portion thereof) otherwise terminates or is canceled without the delivery of Shares, then the Shares covered by such Award, or to which such Award relates, or the number of Shares otherwise counted against the aggregate number of shares with respect to which Awards may be granted (including, for this purpose, any shares of the Company’s common stock relating to Awards that are converted into the securities of another corporation or entity pursuant to Section 3(c) below) (including the 1.62 Shares that relate to Full Value Awards), to the extent of any such forfeiture, termination or cancellation, shall again become Shares with respect to which Awards may be granted; provided, however, that Shares (i) delivered in payment of the exercise price of an Option or Stock Appreciation Right, (ii) not issued upon the settlement of Stock Appreciation Rights, (iii) repurchased by the Company using proceeds from Option exercises or (iv) delivered to or withheld by the Company to pay federal, state or local withholding taxes, shall not become available again for issuance under this Plan.

(b)      Limitations on Awards . No Participant may be granted Stock Options or Stock Appreciation Rights under the Plan for more than 3,465,120 Shares, in the aggregate, in any one calendar year of the Company. The foregoing limitation shall be subject to adjustment as provided in Section 3(c). In addition, prior to the repeal of the qualified performance-based compensation exception under Section 162(m), in any one calendar year of the Company no Participant was permitted to have been granted Qualified Performance-Based Awards: (i) (payable in Shares) for more than 2,310,080 Shares (based on a target Award level on the Grant Date) or (ii) (payable in cash) for more than $15,000,000 (based on a target Award level on the Grant Date).

Notwithstanding anything in this Plan to the contrary and subject to adjustment pursuant to Section 3(c) hereof, no Eligible Director may be granted, in any one fiscal year of the Company, Awards specifically awarded under this Plan with an aggregate maximum value, calculated as of their respective Grant Dates, of more than $500,000.

The number of Shares subject to any Awards that are converted or substituted in the event of a corporate transaction or event involving the Company of the type described in Section 3(c) shall be disregarded for purposes of the limitations set forth in this Section 3(b).

(c)      Adjustments . In the event a dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Board to be necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Board shall, in an equitable manner, adjust any or all of (A) the number of Shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted, (B) the maximum number of Shares subject to an Award granted to a Participant pursuant to Section 3(b) of the Plan, (C) the number of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards, (D) the grant or exercise price with respect to any Award, and (E) any applicable performance goals with respect to Awards; provided, in each case, that (A) with respect to Awards of Incentive Stock Options, no such adjustment shall be authorized to the extent that such authority would cause the Plan to violate Section 422(b)(1) of the Code, as from time to time amended, unless the Board determines otherwise, (B) with respect to any Award, no such adjustment shall be authorized to the extent that such authority would be inconsistent with the ability of the Plan to meet the requirements of Section 162(m), unless otherwise determined by the Board, (C) with respect to any Award subject to Section 409A of the Code, no such adjustment shall be authorized to the extent that such authority would cause the Plan to fail to comply with, or qualify for, an exception to Section 409A of the Code, and (D) any fractional shares resulting from such adjustment shall be eliminated.

In the event of a corporate transaction or event involving the Company of the type described in this Section 3(c), the Board may, in its sole discretion, provide that outstanding Awards will be assumed by another entity or otherwise equitably converted or substituted into the securities of such entity in connection with such transaction or event.

Notwithstanding the foregoing, in the event of a transaction in which the Company is not the surviving entity, or any other transaction in which the shareholders of the Company exchange their Shares in the Company for stock or equity securities of another company, or in the event of complete liquidation or dissolution of the Company, or in the case of a tender offer accepted by the Board, all outstanding Awards shall thereupon terminate, provided that the Board may, prior to the effective date of any such transaction, either (i) make all outstanding Awards immediately exercisable or vested or (ii) arrange to have the surviving entity grant to the Participants replacement awards (including cash) on terms which the Board shall determine to be fair and reasonable. The Board, in its sole discretion and to the extent not inconsistent with Section 14(r) hereof, may determine that, in the event of a transaction in which the Company is not the surviving entity, each outstanding Award shall terminate within a specified number of days after notice to the Participant, and such Participant shall receive, with respect to each such Award, cash or other property, including securities of any entity acquiring the Company, in an amount equal to the fair market value of such Award (if any) as determined by the Board in its sole discretion. In addition, for each Option or Stock Appreciation Right with an exercise price or base price, as the case may be, greater than the consideration offered in connection with any such transaction or event or Change in Control, the Board may, in its sole discretion, elect to cancel such Option or Stock Appreciation Right without any payment to the person holding such Option or Stock Appreciation Right.

(d)      Substitute Awards . Any Shares underlying Substitute Awards shall not, unless required by law, be counted against the Shares available for Awards under the Plan.

(e)      Sources of Shares Deliverable under Awards . Shares to be issued under the Plan may be made available from authorized and unissued Shares or of treasury Shares. During the term of the Plan, the Company will, at all times, reserve and keep available the number of Shares of Stock that shall be sufficient to satisfy the requirements of the Plan.

4.     ELIGIBILITY.

Any Employee, including any officer or employee-director of the Company, or any Affiliate, who is not a member of the Committee, shall be eligible to be designated a Participant. Eligible Directors shall be eligible for Awards as described in Section 10.

5.     STOCK OPTIONS.

(a)      Grant . Subject to the provisions of the Plan, the Board shall have sole and complete authority to determine the Participants to whom Options shall be granted (provided that Incentive Stock Options may only be granted to employees of the Company or a parent or subsidiary of the Company within the meaning of Code Sections 424 (e) and (f), respectively), the number of Shares to be covered by each Option, the Option price and the conditions and limitations applicable to the exercise of the Option; provided that the standard, initial vesting schedule for Options will provide for vesting of such Awards in one or more increments, over a service period of no less than three years (not including special vesting terms set forth in the Award Agreement) provided, however, that this limitation shall not: (i) apply to Options granted to Eligible Directors, (ii) adversely affect a Participant’s rights under another plan or agreement, (iii) apply to Substitute Awards or any other Awards granted in exchange for the surrender of, or substitution of, another company’s awards to its employees and directors, or (iv) apply to Options to purchase up to 404,264 Shares. The Board shall have the authority to grant Incentive Stock Options, or to grant Non-Qualified Stock Options, or to grant both types of Options. In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to such rules as may be prescribed by Section 422 of the Code, as from time to time amended, and any regulations implementing such statute. If an Option that is intended to be an Incentive Stock Option fails to meet the requirements thereof, the Option shall automatically be treated as a Non-Qualified Stock Option to the extent of such failure.

(b)      Exercise Price . The Board in its sole discretion shall establish the exercise price at the time each Option is granted. The exercise price of an Option may not be less than the Fair Market Value on the Grant Date (or 110% of the Fair Market Value in the case of an Incentive Stock Option granted to a 10% Shareholder), except in the case of Substitute Awards.

(c)      Exercise . Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may, in its sole discretion, specify in the applicable Award Agreement or thereafter. The Board may impose such conditions with respect to the exercise of Options, including without limitation, any relating to the application of federal or state securities laws, as it may deem necessary or advisable. Notwithstanding the foregoing, an Option shall not be exercisable after the expiration of ten years from the Grant Date (or five years in the case of an Incentive Stock Option granted to a 10% Shareholder).

(d)      Payment . No Shares shall be delivered pursuant to any exercise of an Option until payment in full of the Option price is received by the Company. Such payment may be made in cash or its equivalent, by exchanging, actually or constructively, Shares owned by the Participant (for any minimum period set forth in the Award Agreement or as may otherwise be required by the Board and which are not the subject of any pledge or other security interest), by another means approved by the Board, or by a combination of the foregoing, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company as of the date of such tender is at least equal to such Option price. A Participant may elect to pay all or any portion of the aggregate exercise price by having Shares with a Fair Market Value on the date of exercise equal to the aggregate exercise price withheld by the Company or sold by a broker-dealer.
 
(e)      Extension of Exercise Period . If the exercise of an Option is prevented by Section 14(d), the Option shall remain exercisable until thirty days after the date that such exercise first would no longer be prevented by such provision, but in any event no later than the expiration date of such Option.

6.     STOCK APPRECIATION RIGHTS.

(a)      Grant . Subject to the provisions of the Plan, the Board shall have sole and complete authority to determine the Participants to whom Stock Appreciation Rights shall be granted, the number of Shares to be covered by each Stock Appreciation Right Award, the grant price thereof and the conditions and limitations applicable to the exercise thereof. Stock Appreciation Rights may be granted in tandem with another Award, in addition to another Award, or freestanding and unrelated to another Award. Stock Appreciation Rights granted in tandem with or in addition to an Award may be granted either at the same time as the Award or, except in the case of Incentive Stock Options, at a later time. Stock Appreciation Rights shall not be exercisable earlier than one (1) year after the Grant Date (not including special vesting terms set forth in the Award Agreement), and shall have a grant price no less that the Fair Market Value of Shares covered by the right on the Grant Date (except with respect to a Substitute Award).

(b)      Exercise and Payment . A Stock Appreciation Right shall entitle the Participant to receive an amount equal to the excess of the Fair Market Value of a Share on the date of exercise of such Stock Appreciation Right over the grant price thereof. The Board shall determine whether a Stock Appreciation Right shall be settled in cash, Shares or a combination of cash and Shares.

(c)      Other Terms and Conditions . Subject to the terms of the Plan and any applicable Award Agreement, the Board shall determine, at or after the grant of a Stock Appreciation Right, the term (up to a maximum of ten years from the Grant Date), methods of exercise, methods and form of settlement, and any other terms and conditions of any Stock Appreciation Right. Any such determination by the Board may be changed by the Board from time to time and may govern the exercise of Stock Appreciation Rights granted or exercised prior to such determination, as well as Stock Appreciation Rights granted or exercised thereafter. The Board may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it shall deem appropriate.

(d)      Extension of Exercise Period . If the exercise of a Stock Appreciation Right is prevented by Section 14(d), the Stock Appreciation Right shall remain exercisable until thirty days after the date that such exercise first would no longer be prevented by such provision, but in any event no later than the expiration date of such Stock Appreciation Right.

7.     RESTRICTED STOCK AND RESTRICTED STOCK UNITS.

(a)      Grant . Subject to the provisions of the Plan, the Board shall have sole and complete authority to determine the Participants to whom Shares of Restricted Stock and Restricted Stock Units shall be granted, the number of Shares of Restricted Stock and/or the number of Restricted Stock Units to be granted to each Participant, the duration of the period during which, and the conditions under which, the Restricted Stock and Restricted Stock Units may be forfeited to the Company, and the other terms and conditions of such Awards. The standard, initial vesting schedule applicable to Restricted Stock and/or Restricted Stock Units shall provide for vesting of such Award, in one or more increments, over a service period of no less than three years or, in the case of Performance Awards, a performance period of no less than one year (in each case, not including special vesting terms set forth in the Award Agreement); provided however, this limitation shall not: (i) apply to Awards granted to Eligible Directors, (ii) adversely affect a Participant’s rights under another plan or agreement, (iii) apply to Substitute Awards or any other Awards granted in exchange for the surrender of, or substitution of, another company’s awards to its employees and directors, or (iv) apply to up to 404,264 Shares relating to Restricted Stock and/or Restricted Stock Unit Awards granted pursuant to this Section 7.

(b)      Transfer Restrictions . Shares of Restricted Stock and Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise encumbered, except, in the case of Shares of Restricted Stock, as provided in the Plan or the applicable Award Agreements. Certificates issued in respect of Shares of Restricted Stock shall be registered in the name of the Participant and deposited by such Participant, together with a stock power endorsed in blank, with the Company. Upon the lapse of the restrictions applicable to such Shares of Restricted Stock, the Company shall deliver such certificates to the Participant or the Participant’s legal representative.

(c)      Payment . Each Restricted Stock Unit shall have a value equal to the Fair Market Value of a Share on the settlement or payment date of such Award. Restricted Stock Units shall be paid in cash, Shares, other securities or other property, as determined in the sole discretion of the Board, upon the lapse of the restrictions applicable thereto, or otherwise in accordance with the applicable Award Agreement.
 
(d)      Dividends and Distributions . Dividends and other distributions paid on or in respect of any Shares of Restricted Stock or Restricted Stock Units may be paid directly to the Participant, or may be reinvested in additional Shares of Restricted Stock or in additional Restricted Stock Units, as determined by the Board in its sole discretion.

(e)      Section 83(b) Election . If a Participant makes an election pursuant to Section 83(b) of the Code with respect to a Restricted Stock Award, the Participant shall file, within 30 days following the date of grant, a copy of such election with the Company and the Internal Revenue Service in accordance with the regulations under Section 83 of the Code. The Committee may provide in the applicable Award Agreement that the Restricted Stock Award is conditioned upon the Participant’s making or refraining from making an election with respect to the Award under Section 83(b) of the Code.

8.     PERFORMANCE AWARDS.

(a)     Grant . Subject to the limitations set forth in Section 3, the Board shall have sole and complete authority to determine the eligible individuals who shall receive a “Performance Award,” which shall consist of a right that is (i) denominated and/or payable in cash, Shares or any other form of Award issuable under this Plan (or any combination thereof), (ii) valued, as determined by the Board, in accordance with the achievement of such performance goals during such performance periods as the Board shall establish, and (iii) payable at such time and in such form as the Board shall determine. Unless otherwise determined by the Board, any such Performance Award shall be evidenced by an Award Agreement containing the terms of such Award, including, but not limited to, the performance criteria and such terms and conditions as may be determined from time to time by the Board, in each case, not inconsistent with this Plan. In relation to any Performance Award, the performance period may consist of one or more calendar years or other fiscal period of at least one (1) year in length for which performance is being measured.

(b)      Terms and Conditions . Qualified Performance-Based Awards granted prior to the repeal of the exception for performance-based compensation under Section 162(m) were required to be conditioned upon the achievement of pre-established, objective goals relating to one or more of the following performance measures, as determined in writing by the Board and subject to such modifications as specified by the Board: cash flow; cash flow from operations; earnings (including earnings before interest, taxes, depreciation, and amortization or some variation thereof); earnings per share, diluted or basic; earnings per share from continuing operations; internal rate of return; net asset turnover; inventory turnover; capital expenditures; debt; debt reduction; working capital; return on investment; return on sales; net or gross sales; market share; share price; equity ratios; economic value added; cost of capital; assets or change in assets; expenses; expense reduction levels; productivity; delivery performance; safety record and/or performance; environmental record and/or performance; mine closures; stock price; interest-sensitivity gap levels; return on equity or capital employed; total or relative increases to shareholder return; return on capital; return on assets or net assets; revenue; income or net income; operating income or net operating income; operating profit or net operating profit; gross margin, operating margin or profit margin; amount of oil and gas reserves; oil and gas reserve additions; oil and gas reserve replacement ratios and similar measures; finding and development costs (including costs of finding oil and gas reserves); daily natural gas and/or oil production; volumes metrics (including volumes sold, volumes produced, volumes transported and similar measures); drilling and well metrics (including number of gross or net wells drilled, number of horizontal wells drilled, cost per well and similar measures); operating efficiency metrics; charge-offs; non-performing assets; asset sale targets; asset quality levels; value of assets; employee retention/attrition rates; investments; regulatory compliance; satisfactory internal or external audits; improvement of financial ratings; value creation; achievement of balance sheet or income statement objectives; and completion of acquisitions, business expansion, product diversification and other non-financial operating and management performance objectives. To the extent consistent with Section 162(m), the Board may determine that certain adjustments shall apply, in whole or in part, in such manner as determined by the Board, to include or exclude the effect of any of the following events that occur during a performance period including the following: the impairment of tangible or intangible assets; asset write-downs; litigation or claim judgments or settlements; acquisitions or divestitures; gains/losses on the sale of assets; foreign exchange gains and/or losses; expenses related to stock offerings and stock repurchases; the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; business combinations, reorganizations and/or restructuring programs, including, but not limited to, reductions in force and early retirement incentives; currency fluctuations; and any unusual, infrequent or non-recurring items, including, but not limited to, such items described in management’s discussion and analysis of financial condition and results of operations or the financial statements and notes thereto appearing in the Company’s annual report to shareholders for the applicable year. Performance measures may be determined either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or subsidiary entity thereof, either individually, alternatively or in any combination, and measured over a period of time including any portion of a year, annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Board. For the avoidance of doubt, the Board may approve Performance Awards other than Qualified Performance-Based Awards that are based on the performance measures set forth in this Section 8(b).

(c)      Additional Restrictions . The Board, in its sole discretion, may also establish such additional restrictions or conditions that must be satisfied as conditions precedent to the payment of all or a portion of any Performance Awards. Such additional restrictions or conditions need not be performance-based and may include, among other things, the receipt by a Participant of a specified annual performance rating, the continued employment by the Participant and/or the achievement of specified performance goals by the Company, business unit or Participant. Furthermore, and notwithstanding any provision of this Plan to the contrary, the Board, in its sole discretion, may retain the discretion to increase or reduce the amount of any Performance Award to a Participant if it concludes that such increase or reduction is necessary or appropriate based upon: (i) an evaluation of such Participant’s performance; (ii) comparisons with compensation received by other similarly situated individuals working within the Company’s industry or peer group; (iii) the Company’s financial results and conditions; or (iv) such other factors or conditions that the Board deems relevant; provided, however, the Board shall not use its discretionary authority to increase any Award to the extent prohibited under Section 162(m).

(d)      Payment of Performance Awards . Performance Awards may be paid in a lump sum or in installments following the close of the performance period or, in accordance with procedures established by the Board, on a deferred basis.

9.     OTHER STOCK-BASED AWARDS.

The Board shall have authority to grant to Participants Other Stock-Based Awards, which shall consist of any right that is (i) not an Award described in Sections 5 through 8 above and (ii) an Award of Shares or an Award denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as deemed by the Board to be consistent with the purposes of the Plan. Subject to the terms of the Plan and any applicable Award Agreement, the Board shall determine the terms and conditions of any such Other Stock-Based Award.

10.     ELIGIBLE DIRECTORS.

Except as otherwise determined by the Board in its sole discretion, Eligible Directors shall receive Awards in accordance with this Section. Except as otherwise provided in this Section, Awards to Eligible Directors shall be subject to the remaining provisions of the Plan.

(a)      Terms of Grants . The exercise price per Share of each Option granted to an Eligible Director shall be the Fair Market Value of a Share on the Grant Date. Options shall vest ratably and become exercisable in one-third increments on each anniversary of the Grant Date .  Except as otherwise provided in this paragraph, Options shall expire ten (10) years from the Grant Date. Unvested Options shall immediately vest and become exercisable if an individual ceases to be a director on account of death, disability or retirement at normal retirement age for directors, and shall remain exercisable until the normal expiration of the Option. Upon termination as a director for any other reason other than Cause, unvested Options shall be forfeited and vested Options shall remain exercisable for three months following the termination date. Upon termination as a Director for Cause, all Options (whether or not vested) shall be forfeited as of the termination date.

(b)      Deferred Stock Unit Grants . The Board may grant Deferred Stock Units to Eligible Directors in lieu of all or any portion of the annual retainer or meeting fees otherwise payable to the Eligible Directors. Each Deferred Stock Unit shall entitle the Eligible Director to receive one Share or an amount of cash equal to the Fair Market Value of a Share on the payment date, on terms and conditions established by the Board. The Board may also permit Eligible Directors to elect to receive Deferred Stock Units in lieu of all or any portion of the annual retainer or meeting fees otherwise payable to the Eligible Director in cash, or to defer receipt of Shares or cash to be paid pursuant to Deferred Stock Units, in accordance with a deferred compensation policies established by the Company.

(c)  Other Awards . The Board in its sole discretion may grant other types of Awards to Eligible Directors other than those specifically described in this Section 10.
 
11.     TERMINATION OF EMPLOYMENT/SERVICE.

The Board shall have the full power and authority to determine the terms and conditions that shall apply to any Award upon a termination of employment/service, including a termination by the Company or an Affiliate of the Company without Cause, by a Participant voluntarily, or by reason of death, Disability or Retirement.

12.     CHANGE IN CONTROL.

To the extent not inconsistent with Section 14(r) hereof, in the event that the Company engages in a transaction constituting a Change in Control, the Board shall have complete authority and discretion, but not the obligation, to accelerate the vesting of outstanding Awards and the termination of restrictions on Shares. In addition, the Board may, if deemed appropriate, in its discretion, in connection with a Change in Control, (i) provide for an equivalent award or Substitute Award in respect of securities of the surviving entity of such transaction; (ii) upon advance notice to the affected Participants, cancel any outstanding Options or Stock Appreciation Rights and pay to the holders thereof, in cash, stock or other property (including the property, if any, payable in such a transaction) (or any combination thereof), an amount equal to the excess of the fair market value of the Shares covered by the Award, based on the price per Share received or to be received by other shareholders of the Company in such a transaction or such other value as determined by the Board (the “Transaction Fair Market Value”), over the exercise price of the Award, or (iii) make provision for a cash payment or payment of other property (including the property, if any, payable in such transaction) to the holder of any other outstanding Award in settlement of such Award; provided that, in the case of an Option or Stock Appreciation Right with an exercise price that equals or exceeds the Transaction Fair Market Value, the Board may cancel such Options or Stock Appreciation Right without payment or consideration therefor. Any such action taken shall be performed in accordance with the applicable provisions of the Code and treasury regulations issued thereunder so as not to affect the status of (A) any Award intended to qualify as an Incentive Stock Option under Section 422 of the Code, unless the Board determines otherwise, (B) any Qualified Performance-Based Award, unless the Board determines otherwise, or (C) any Award intended to comply with, or qualify for an exception to, Section 409A of the Code. Any such action taken by the Board will be final, conclusive and binding for all purposes of this Plan.

13.     AMENDMENT AND TERMINATION.

(a)      Amendments to the Plan and Award Agreements . Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue, cancel or terminate the Plan or an Award Agreement or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation, cancellation or termination shall: (i) be made without shareholder approval if such approval is necessary to comply with any applicable law, tax or regulatory requirement, or listing requirement of the New York Stock Exchange or any other national exchange on which the Shares are listed, for which or with which the Board deems it necessary or desirable to qualify or comply; or (ii) be made without the consent of the affected Participant, if such action would adversely affect any material rights of such Participant under any outstanding Award. Notwithstanding the foregoing or any provision of the Plan or an Award Agreement to the contrary, the Board may at any time (without the consent of any Participant) modify, amend or terminate any or all of the provisions of this Plan or an Award Agreement to the extent necessary to: (i) conform the provisions of the Plan and/or Award with Section 162(m), Section 409A or any other provision of the Code or other applicable law, the regulations issued thereunder or an exception thereto, regardless of whether such modification, amendment or termination of the Plan and/or Award shall adversely affect the rights of a Participant; and (ii) to enable the Plan to achieve its stated purposes in any jurisdiction outside the United States in a tax-efficient manner and in compliance with local rules and regulations.

(b)      Adjustment of Awards upon the Occurrence of Certain Unusual or Nonrecurring Events . The Board is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 3(c) hereof) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Board determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan; provided that no such adjustment shall be authorized to the extent that such authority would be inconsistent with the Plan’s meeting the requirements of Section 409A or to the extent the adjustment would not be permitted under Section 162(m).

(c)      Cancellation . Any provision of this Plan or any Award Agreement to the contrary notwithstanding, the Board may cause any Award granted hereunder to be canceled in consideration of a cash payment or alternative Award made to the holder of such canceled Award equal in value to the Fair Market Value of such canceled Award except to the extent that such payment would violate the requirements of Section 409A of the Code. Notwithstanding the foregoing and any other provision of this Plan, except for adjustment provided in Section 3(c) or in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, distribution (whether in the form of cash, other Company securities, or other property), stock split, extraordinary cash dividend, recapitalization, Change in Control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other Company securities, or similar transaction(s)), the terms of outstanding Options or Stock Appreciation Rights may not be (i) amended to reduce the exercise price of such outstanding Options or Stock Appreciation Rights or (ii) cancelled in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise price that is less than the exercise price of the original Options or Stock Appreciation Rights without obtaining shareholder approval.

14.     GENERAL PROVISIONS.

(a)      Dividend Equivalents . In the sole and complete discretion of the Board, an Award may provide the Participant with dividends or dividend equivalents, payable in cash, Shares, other securities or other property on a current or deferred basis.

(b)      Nontransferability . Except to the extent provided in an Award Agreement, no Award shall be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant, except by will or the laws of descent and distribution.

(c)      No Rights to Awards . No Employee, Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Employees, Eligible Directors, consultants, Participants, or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient.

(d)      Share Certificates and Legal Restrictions . All certificates for Shares or other securities of the Company or any Affiliate delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Board may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, the listing standards of the New York Stock Exchange or any stock exchange upon which such Shares or other securities are then listed, and any applicable federal or state laws, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(e)      Withholding . A Participant may be required to pay to the Company or any Affiliate and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant an amount (in cash, Shares, other securities, other Awards or other property) sufficient to cover any federal, state, local or foreign income taxes or such other applicable taxes required by law in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. The Company may, in its discretion, permit a Participant (or any beneficiary or other Person entitled to act) to elect to pay a portion or all of the amount such taxes in such manner as the Committee shall deem to be appropriate, including, but not limited to, authorizing the Company to withhold, or agreeing to surrender to the Company, Shares owned by such Participant or a portion of such forms of payment that would otherwise be distributed pursuant to an Award.

Notwithstanding the foregoing or any provisions of the Plan to the contrary, any broker-assisted cashless exercise shall comply with the requirements of Financial Accounting Standards Board, Accounting Standards Codification, Topic 718 and any withholding satisfied through a net-settlement shall be limited to the minimum statutory withholding requirements or as otherwise determined in the discretion of the Board.

(f)      Award Agreements . Unless otherwise determined by the Board, each Award hereunder shall be evidenced by an Award Agreement that shall be delivered to the Participant and shall specify the terms and conditions of the Award and any rules applicable thereto.

(g)      No Limit on Other Compensation Arrangements . Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of Options, Restricted Stock, Shares and other types of Awards provided for hereunder (subject to shareholder approval if such approval is required), and such arrangements may be either generally applicable or applicable only in specific cases.

(h)      No Right to Employment . The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Affiliate. Further, the Company or an Affiliate may at any time dismiss a Participant from employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

(i)      No Rights as Shareholder . Subject to the provisions of the applicable Award, no Participant or holder or beneficiary of any Award shall have any rights as a shareholder with respect to any Shares to be distributed under the Plan until he or she has become the holder of such Shares. Notwithstanding the foregoing, in connection with each grant of Restricted Stock hereunder, the applicable Award shall specify if and to what extent the Participant shall not be entitled to the rights of a shareholder in respect of such Restricted Stock.
 
(j)      Governing Law . The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan and any Award Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to the conflict of law principles thereof.

(k)      Severability . If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

(l)      Other Laws . The Board may refuse to issue or transfer any Shares or other consideration under an Award if, acting in its sole discretion, it determines that the issuance or transfer of such Shares or such other consideration might violate any applicable law or regulation or entitle the Company to recover the same under Section 16(b), and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder, or beneficiary. Without limiting the generality of the foregoing, no Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Board in its sole discretion has determined that any such offer, if made, would be in compliance with all applicable requirements of the U.S. federal securities laws and any other laws to which such offer, if made, would be subject.

(m)      No Trust or Fund Created . Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.

(n)      No Fractional Shares . No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Board shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.

(o)      Headings . Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

(p)      Parachute Payments . The Board may provide in an Award Agreement that no amounts shall be paid or considered paid to the extent that any such payments would be nondeductible by the Company under Code Section 280G.

(q)      Section 162(m) . Notwithstanding any provision of the Plan or Award Agreement to the contrary if an Award under this Plan is intended to qualify as performance-based compensation under Section 162(m) and the regulations issued thereunder and a provision of this Plan or an Award Agreement would prevent such Award from so qualifying, such provision shall be administered, interpreted and construed to carry out such intention (or disregarded to the extent such provision cannot be so administered, interpreted or construed). In no event shall any member of the Board, the Committee or the Company (or its employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of an Award to satisfy the requirements of Section 162(m).

(r)      Section 409A . Notwithstanding any provision of the Plan or an Award Agreement to the contrary, if any Award or benefit provided under this Plan is subject to the provisions of Section 409A, the provisions of the Plan and any applicable Award Agreement shall be administered, interpreted and construed in a manner necessary to comply with Section 409A or an exception thereto (or disregarded to the extent such provision cannot be so administered, interpreted or construed). The following provisions shall apply, as applicable:

(i)     If a Participant is a Specified Employee and a payment subject to Section 409A (and not excepted therefrom) to the Participant is due upon Separation from Service, such payment shall be delayed for a period of six (6) months after the date the Participant Separates from Service (or, if earlier, the death of the Participant). Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the end of the six-month period in the month following the month containing the 6-month anniversary of the date of termination unless another compliant date is specified in the applicable agreement.

(ii)     For purposes of Section 409A, and to the extent applicable to any Award or benefit under the Plan, it is intended that distribution events qualify as permissible distribution events for purposes of Section 409A and shall be interpreted and construed accordingly. With respect to payments subject to Section 409A, the Company reserves the right to accelerate and/or defer any payment to the extent permitted and consistent with Section 409A. Whether a Participant has Separated from Service or employment will be determined based on all of the facts and circumstances and, to the extent applicable to any Award or benefit, in accordance with the guidance issued under Section 409A. For this purpose, a Participant will be presumed to have experienced a Separation from Service when the level of bona fide services performed permanently decreases to a level less than twenty percent (20%) of the average level of bona fide services performed during the immediately preceding thirty-six (36) month period or such other applicable period as provided by Section 409A.

(iii)     The Board, in its discretion, may specify the conditions under which the payment of all or any portion of any Award may be deferred until a later date. Deferrals shall be for such periods or until the occurrence of such events, and upon such terms and conditions, as the Board shall determine in its discretion, in accordance with the provisions of Section 409A, the regulations and other binding guidance promulgated thereunder; provided, however, that no deferral shall be permitted with respect to Options, Stock Appreciation Rights and other stock rights subject to Section 409A. An election shall be made by filing an election with the Company (on a form provided by the Company) on or prior to December 31st of the calendar year immediately preceding the beginning of the calendar year (or other applicable service period) to which such election relates (or at such other date as may be specified by the Board to the extent consistent with Section 409A) and shall be irrevocable for such applicable calendar year (or other applicable service period). To the extent authorized, a Participant who first becomes eligible to participate in the Plan may file an election (“Initial Election”) at any time prior to the 30-day period following the date on which the Participant initially becomes eligible to participate in the Plan (or at such other date as may be specified by the Board to the extent consistent with Section 409A). Any such Initial Election shall only apply to compensation earned and payable for services rendered after the effective date of the Election.

(iv)     The grant of Non-Qualified Stock Options, Stock Appreciation Rights and other stock rights subject to Section 409A shall be granted under terms and conditions consistent with Treas. Reg. § 1.409A-1(b)(5) such that any such Award does not constitute a deferral of compensation under Section 409A. Accordingly, any such Award may be granted to Employees and Eligible Directors of the Company and its subsidiaries and affiliates in which the Company has a controlling interest. In determining whether the Company has a controlling interest, the rules of Treas. Reg. § 1.414(c)-2(b)(2)(i) shall apply; provided that the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears; provided, further, where legitimate business reasons exist (within the meaning of Treas. Reg. § 1.409A-1(b)(5)(iii)(E)(i)), the language “at least 20 percent” shall be used instead of “at least 80 percent” in each place it appears. The rules of Treas. Reg. §§ 1.414(c)-3 and 1.414(c)-4 shall apply for purposes of determining ownership interests.

(s)      Disclaimer . Although it is the intent of the Company that this Plan and Awards hereunder, to the extent the Committee deems appropriate and to the extent applicable, comply with Rule 16b-3, 409A and 422 of the Code: (a) none of the Company, the Board or the Committee warrants that any Award under the Plan will qualify for favorable tax treatment under any provision of the federal, state, local or non-United States law; and (b) in no event shall any member of the Board or the Committee or the Company (or its employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of an Award to satisfy the requirements of Rule 16b-3, 409A or 422 of the Code or for any tax, interest, or penalties the Participant might owe as a result of the grant, holding, vesting, exercise, or payment of any Award under the Plan.

(t)      Clawback . Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation, stock exchange listing requirement, or Company policy, shall be subject to such deductions, recoupment and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement or Company policy, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to Awards and recovery of amounts relating thereto. By accepting Awards under the Plan, Participants agree and acknowledge that they are obligated to cooperate with, and provide any and all assistance necessary to, the Company to recover or recoup any Award or amounts paid under the Plan subject to clawback pursuant to such law, government regulation, stock exchange listing requirement or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to recover or recoup any Award or amounts paid under the Plan from a Participant’s accounts, or pending or future compensation or Awards.

(u)      Sub-Plans . The Board may from time to time establish sub-plans under this Plan, including, but not limited to, for purposes of satisfying securities, tax or other laws of various jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain such limitations and other terms and conditions as the Board determines are necessary or desirable. All sub-plans shall be deemed a part of this Plan, but, if applicable, each sub-plan shall apply only to the Participants in the jurisdiction for which the sub-plan was designed.
 
15. TERM OF THE PLAN .

(a)      Effective Date . The amendment and restatement of this Plan shall be effective on May 11, 2016 and further amended on January 26, 2018 (the “Effective Date”). Notwithstanding the foregoing or anything else contained herein to the contrary, all remuneration payable under the terms of this Plan pursuant to written binding contracts in effect on November 2, 2017 shall be governed by the terms and conditions of this Plan in effect immediately prior to this amendment and restatement and, as a result, and, for the avoidance of doubt, none of the changes made pursuant to this amendment and restatement of this Plan shall result in the material modification of the remuneration payable under such contracts.

(b)      Expiration Date . No Awards may be granted under the Plan after the day immediately preceding the tenth anniversary of May 11, 2016. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted hereunder may, and the authority of the Board or the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under any such Award shall, continue after the authority for grant of new Awards hereunder has been exhausted.

16.     DEFINITIONS.

As used in the Plan, the following terms shall have the meanings set forth below:

“10% Shareholder” means an Employee who, as of the date on which an Incentive Stock Option is granted to such Employee, owns more than ten percent (10%) of the total combined voting power of all classes of Shares then issued by the Company or any of its subsidiaries.

“Affiliate” shall mean (i) any entity that, directly or indirectly, is controlled by the Company, (ii) any entity in which the Company has a significant equity interest and (iii) an Affiliate of the Company as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act, in either case as determined by the Committee.

“Annual Meeting” shall have the meaning set forth in Section 15(a).

“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit, Performance Award, Other Stock-Based Award or other Award permitted under the Plan.

“Award Agreement” shall mean any written agreement, contract, or other instrument or document evidencing any Award, which shall not become effective until executed or acknowledged by a Participant.

“Board” shall mean the Board of Directors of the Company.

“Cause” shall mean, unless otherwise defined in the applicable Award Agreement, a determination by the Committee that a Participant has: (1) committed an act of embezzlement, fraud, dishonesty or breach of fiduciary duty to the Company; (2) deliberately and repeatedly violated the rules of the Company or the valid instructions of the Board or an authorized officer of the Company; (3) made any unauthorized disclosure of any of the material secrets or confidential information of the Company; or (4) engaged in any conduct that could reasonably be expected to result in material loss, damage or injury to the Company.

“Change in Control” shall mean, unless otherwise defined in the applicable Award Agreement, the earliest to occur of: (1) any one “person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than (A) the Company, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (C) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of Shares), or more than one “person” acting as a “group,” is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of Shares that, together with the Shares held by such “person” or “group,” possess more than 50% of the total fair market value or total voting power of the Shares and other stock of the Company; (2) a majority of members of the Board is replaced during any 12 month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or (3) the sale of all or substantially all of the Company’s assets (which shall be determined in the sole discretion of the Committee); provided, however, that, in addition to the foregoing, such event must also qualify as a “Change in Control” event within the meaning of Treas. Reg. Section 1.409A-3(i)(5)(i) with respect to the Company. For the avoidance of doubt, references within this definition of “Change in Control” to the “Company” are solely to CNX Resources Corporation, such that a sale of a subsidiary of CNX Resources Corporation shall not constitute a “Change in Control” under the Plan unless otherwise determined in the sole discretion of the Committee.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Committee” shall mean a committee of the Board designated by the Board to be responsible for the administration of the Plan (though excluding day-to-day administration). To the extent deemed appropriate by the Board, the Committee shall be composed of not less than two individuals who are “non-employee directors” within the meaning of Section 16 and “independent directors” within the meaning of Section 303A of the New York Stock Exchange Listed Company Manual, and, for remuneration that was granted pursuant to a written binding contract that was in effect on November 2, 2017, the Committee must be comprised solely of two or more individuals who are “outside directors” within the meaning of Section 162(m).
 
“Company” shall mean CNX Resources Corporation.

“Deferred Stock Unit” means a right, granted to Eligible Directors in accordance with Section 10, to acquire a Share for no consideration or some other amount determined by the Board.

“Disability” shall mean, unless otherwise defined in the applicable Award Agreement, a Participant’s inability, because of physical or mental incapacity or injury (that has continued for a period of at least 12 consecutive calendar months), to perform for the Company or an Affiliate substantially the same services as he or she performed prior to incurring such incapacity or injury. Notwithstanding the foregoing, with respect to any Award that is subject to Section 409A (and not excepted therefrom) and payable upon Disability, such term shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or to last for a continuous period of not less than 12 months.

“Effective Date” shall have the meaning set forth in Section 15(a) hereof.

“Eligible Director” means a director who is not an employee of the Company or any of its Affiliates.

“Employee” shall mean an employee or consultant of the Company or of any Affiliate, including any individual who enters into an employment agreement with the Company or an Affiliate which provides for commencement of employment within three months of the date of the agreement.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Fair Market Value” shall mean the fair market value of the property or other items being valued, as determined by the Board in its sole discretion. Fair Market Value with respect to the Shares, as of any date, shall mean (i) if the Shares are listed on a securities exchange, the closing sales price per share of the Shares on such exchange or over such system on such date, or in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported, (ii) if the Shares are not so listed or traded, the mean between the bid and offered prices of the Shares for such date or (iii) in the event there is no public market for the Shares, the fair market value as determined by the Board in its sole discretion.

“Full-Value Award” means any Award of Shares under this Plan or an Award payable in Shares, other than an Option or a Stock Appreciation Right.

“Grant Date” means, with respect to an Award, date on which the Board makes the determination to grant such Award, or such other date as is determined by the Board. Within a reasonable time thereafter, the Company will deliver an Award Agreement to the Participant.

“Incentive Stock Option” shall mean a right to purchase Shares from the Company that is granted under Section 5 of the Plan and that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

“Non-Qualified Stock Option” shall mean a right to purchase Shares from the Company that is granted under Section 5 of the Plan and that is not intended to be an Incentive Stock Option.

“Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

“Other Stock-Based Award” shall mean any right granted under Section 9 of the Plan.

“Participant” shall mean any Employee or Eligible Director who receives an Award under the Plan.

“Performance Award” shall mean any right granted under Section 8 of the Plan.

“Person” shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, government or political subdivision thereof or other entity.

“Plan” shall mean this CNX Resources Corporation Equity Incentive Plan, as amended and restated herein.

“Restricted Stock” shall mean any Share granted under Section 7 of the Plan.

“Qualified Performance-Based Award” means any a Performance Award, or a portion of such Award, that was intended to satisfy the requirements for “qualified performance-based compensation” under Section 162(m). ( Effective for tax years after 2017, the qualified performance-based compensation exception under Section 162(m) was repealed, and, thereafter, no further Qualified Performance-Based Awards shall be granted under the Plan; provided, however that notwithstanding such repeal, the qualified performance-based compensation exception under Section 162(m) is subject to a transition rule for remuneration that is payable pursuant to a written binding contract that was in effect on November 2, 2017 and is not materially modified thereafter. For the avoidance of doubt, it is the intent of the Company to preserve the qualified performance-based compensation exception that is and/or may be payable under the Plan to the maximum extent permissible by law.)

“Restricted Stock Unit” shall mean any unit granted under Section 7 of the Plan.

“Retirement” shall mean with respect to a Participant other than an Eligible Director retirement of a Participant from the employ or service of the Company or any of its Affiliates in accordance with the terms of the applicable Company retirement plan or, if a Participant is not covered by any such plan, retirement on or after such Participant’s 65th birthday, unless otherwise defined or provided in the applicable Award Agreement.
 
“SEC” shall mean the Securities and Exchange Commission or any successor agency thereto, and shall include the staff thereof.

“Section 16” shall mean Section 16 of the Exchange Act and the rules promulgated thereunder and any successor provision thereto as in effect from time to time.

“Section 162(m)” shall mean Section 162(m) of the Code and the rules promulgated thereunder or any successor provision thereto as in effect from time to time.

“Section 409A” shall mean Section 409A of the Code, the regulations and other binding guidance promulgated thereunder.

“Separation from Service” and “Separate from Service” shall mean the Participant’s death, retirement or other termination of employment or service with the Company (including all persons treated as a single employer under Section 414(b) and 414(c) of the Code) that constitutes a “separation from service” (within the meaning of Section 409A). For purposes hereof, the determination of controlled group members shall be made pursuant to the provisions of Section 414(b) and 414(c) of the Code; provided that the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Section 1563(a)(1),(2) and (3) of the Code and Treas. Reg. § 1.414(c)-2; provided, further, where legitimate business reasons exist (within the meaning of Treas. Reg. § 1.409A-1(h)(3)), the language “at least 20 percent” shall be used instead of “at least80 percent” in each place it appears. Whether a Participant has Separated from Service will be determined based on all of the facts and circumstances and, to the extent applicable to any Award or benefit, in accordance with the guidance issued under Section 409A. A Participant will be presumed to have experienced a Separation from Service when the level of  bona fide services performed permanently decreases to a level less than twenty percent (20%) of the average level of  bona fide  services performed during the immediately preceding thirty-six (36) month period or such other applicable period as provided by Section 409A.

“Shares” shall mean shares of the common stock, $.01 par value, of the Company, or such other securities of the Company as may be designated by the Board from time to time.

“Specified Employee” means a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) of the Company as determined in accordance with the regulations issued under Code Section 409A and the procedures established by the Company.

“Stock Appreciation Right” shall mean any right granted under Section 6 of the Plan.

“Substitute Awards” shall mean Awards granted in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the Company or with which the Company combines.

“Transaction Fair Market Value” shall have the meaning set forth in Section 12. 



CNX RESOURCES CORPORATION
EXECUTIVE ANNUAL INCENTIVE PLAN
(As Amended and Restated Effective January 26, 2018)

1.
Purpose of the Plan
The purpose of the CNX Resources Corporation Executive Annual Incentive Plan (As Amended and Restated Effective January 26, 2018) (the " Plan ") is to advance the interests of the Company and its shareholders by providing incentives to officers and certain other key employees with significant responsibility for achieving performance goals critical to the success and growth of the Company. The Plan is designed to: (i) promote the attainment of the Company's significant business objectives; (ii) encourage and reward management teamwork across the entire Company; and (iii) assist in the attraction and retention of employees vital to the Company's long-term success.
2.
Definitions
For the purpose of the Plan, the following definitions shall apply:
(a)    “ 162(m) Participant ” means an eligible individual who the Committee has determined is likely to be or become a “covered employee” within the meaning of Section 162(m) with respect to an award of compensation made under the Plan that was intended to qualify as Performance-Based Compensation.
(b)      "Board" means the Board of Directors of the Company.
(c)    " Code " means the Internal Revenue Code of 1986, as amended, including any successor law thereto.
(d)    " Committee " means the Compensation Committee of the Board, or such other committee as is appointed or designated by the Board to administer the Plan. For remuneration that was granted pursuant to a written binding contract that was in effect on November 2, 2017, the Committee must be comprised solely of two or more "outside directors" (as defined under Section 162(m).
(e)    " Company " means CNX Resources Corporation and any subsidiary entity or affiliate thereof, including subsidiaries or affiliates which become such after adoption of the Plan.
(f)    " Forfeit ," " Forfeiture ," " Forfeited " means the loss by a Participant of any and all rights to an award granted under the Plan, including the loss of any payment of compensation by the Company under the Plan or any award granted thereunder.
(g)    " Participant " means any person: (1) who satisfies the eligibility requirements set forth in Paragraph 4; (2) to whom an award has been made by the Committee; and (3) whose award remains outstanding under the Plan.
(h)    “ Performance-Based Compensation ” means compensation that was granted under the Plan that was intended to qualify as “performance-based compensation” within the meaning of Section 162(m). (Effective for tax years after 2017, the performance-based compensation exception under Section 162(m) was repealed, and, thereafter, no further Performance-Based Compensation shall be awarded under the Plan; provided, however that notwithstanding such repeal, the performance-based compensation exception under Section 162(m) is subject to a transition rule for remuneration that is payable pursuant to a written binding contract that was in effect on November 2, 2017 and is not materially modified thereafter. For the avoidance of doubt, it is the intent of the Company to preserve Performance-Based Compensation that is and/or may be payable under this Plan to the maximum extent permissible by law.)
(i)    " Performance Measures " means any criteria determined by the Committee (in its discretion) to be applicable to a Participant, either individually, alternatively or in any combination, and subject to such modifications or variations as specified by the Committee, applied to either the Company as a whole or to a business unit or subsidiary entity thereof, either individually, alternatively or in any combination, and measured over a period of time including any portion of a year, annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years' results or to a designated comparison group, in each case as specified by the Committee.
j)    " Performance Period " means, in relation to any award, the calendar year or other fiscal period within the calendar year for which a Participant's performance is being calculated, with each such period constituting a separate Performance Period.
(k)    " Retirement " means retirement of an employee as determined and authorized by the Committee.
(l)    “ Section 162(m) ” means Section 162(m) of the Code and the regulations and other binding guidance promulgated thereunder.
(m)    “ Stockholder Approved Performance Measures ” means Performance Measures that are based upon measurements with respect to any of the following: cash flow; cash flow from operations; earnings (including, but not limited to, earnings before interest, taxes, depreciation, and amortization or some variation thereof); earnings per share, diluted or basic; earnings per share from continuing operations; net asset turnover; inventory turnover; capital expenditures; debt; debt reduction; working capital; return on investment; return on sales; return on invested capital; net or gross sales; market share; equity ratios; economic value added; cost of capital; assets or change in assets; expenses; expense reduction levels; productivity; delivery performance; safety record and/or performance; environmental record and/or performance; mine closures; stock price; interest-sensitivity gap levels; return on equity or capital employed; total or relative increases to stockholder return; return on capital; return on assets or net assets; revenue; income or net income; operating income or net operating income; operating income adjusted for management fees and depreciation, and amortization; operating profit or net operating profit; gross margin, operating margin or profit margin; amount of oil and gas reserves; oil and gas reserve additions; oil and gas reserve replacement ratios; costs of finding oil and gas reserves; daily natural gas and/or oil production; charge-offs; non-performing assets; asset sale targets; asset quality levels; value of assets; employee retention/attrition rates; investments; regulatory compliance; satisfactory internal or external audits; improvement of financial ratings; value creation; achievement of balance sheet or income statement objectives; and completion of acquisitions, business expansion, product diversification, new or expanded market penetration and other non-financial operating and management performance objectives.
Prior to the repeal of the exception relating to Performance-Based Compensation under Section 162(m), Performance Measures for Performance-Based Compensation were based upon Stockholder Approved Performance Measures in order to comply with the requirements of the qualified performance-based compensation exception under Section 162(m). For the avoidance of doubt, awards for non-162(m) Participants and awards established after January 1, 2018 may be based on Performance Measures that are Stockholder Approved Performance Measures.
To the extent consistent with Section 162(m), the Committee may determine that certain adjustments to Performance-Based Compensation shall apply, in whole or in part, in such manner as specified by the Committee, to include or exclude the effect of events that occur during a Performance Period, including the following: the impairment of tangible or intangible assets; asset write-downs; litigation or claim judgments or settlements; acquisitions or divestitures; gains/losses on the sale of assets; foreign exchange gains and/or losses; expenses relating to stock offerings and stock repurchases; the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; business combinations, reorganizations and/or restructuring programs, including, but not limited to, reductions in force and early retirement incentives; currency fluctuations; and any unusual, infrequent or non-recurring items, including, but not limited to, such items described in management's discussion and analysis of financial condition and results of operations or the financial statements and/or notes thereto appearing in the Company's annual report for the applicable period. (j)    " Section 409A " shall mean Section 409A of the Code, the regulations and other binding guidance promulgated thereunder.
(l)    " Total and Permanent Disability " means: (1) if the Participant is insured under a long-term disability insurance policy or plan which is paid for by the Company, the Participant is totally disabled under the terms of that policy or plan; or (2) if no such policy or plan exists, the Participant shall be considered to be totally disabled as determined by the Committee.
3.
Administration of the Plan
(a)    The management of the Plan shall be vested in the Committee; provided, however, that all acts and authority of the Committee pursuant to this Plan shall be subject to the provisions of the Committee's Charter, as amended from time to time, and such other authority as may be delegated to the Committee by the Board. The Committee may, other than with respect to Performance-Based Compensation, delegate such of its powers and authority under the Plan to the Company's officers as it deems necessary or appropriate. In the event of such delegation, all references to the Committee in this Plan shall be deemed references to such officers as it relates to those aspects of the Plan that have been delegated.
(b)    Subject to the terms of the Plan, the Committee shall, among other things, have full authority and discretion to determine eligibility for participation in the Plan, make awards under the Plan, establish the terms and conditions of such awards (including the Performance Goal(s) and Performance Measure(s) to be utilized) and determine whether the Performance Goals applicable to any Performance Measures for any awards have been achieved. The Committee's determinations under the Plan need not be uniform among all Participants, or classes or categories of Participants, and may be applied to such Participants, or classes or categories of Participants, as the Committee, in its sole and absolute discretion, considers necessary, appropriate or desirable. The Committee is authorized to interpret the Plan, to adopt administrative rules, regulations, and guidelines for the Plan, and may correct any defect, supply any omission or reconcile any inconsistency or conflict in the Plan or in any award. All determinations by the Committee shall be final, conclusive and binding on the Company, the Participant and any and all interested parties.
(c)    Notwithstanding any provision of the Plan to the contrary, if an award under this Plan is intended to qualify as Performance-Based Compensation and a provision of this Plan would prevent such award from so qualifying, such provision shall be administered, interpreted and construed to carry out such intention (or disregarded to the extent such provision cannot be so administered, interpreted or construed).
(d)    The benefits provided under the Plan are intended to be excepted from coverage under Section 409A and the regulations promulgated thereunder and shall be construed accordingly. Notwithstanding any provision of the Plan to the contrary, (a) if any benefit provided under this Plan is subject to the provisions of Section 409A (and not excepted therefrom), the provisions of the Plan shall be administered, interpreted and construed in a manner necessary to comply with Section 409A (or disregarded to the extent such provision cannot be so administered, interpreted, or construed), and (b) the Company shall be permitted at any time to make any amendment necessary or desirable to further the intent that the Plan be excepted from coverage under Section 409A or to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A and may be made by the Company without the consent of the Participant).
4.
Participation in the Plan
Officers and key employees of the Company, as determined by the Committee, shall be eligible to participate in the Plan. No employee shall have the right to participate in the Plan automatically, and participation in the Plan in any one Performance Period does not entitle an individual to participate in future Performance Periods.
5.
Incentive Compensation Awards
(a)    The Committee may, in its discretion, from time to time make awards to executives and other key employees of the Company or a subsidiary of the Company. The amount of a Participant's award may be based on a percentage of such Participant's salary or such other methods as may be established by the Committee. Each award shall be communicated to the Participant, and shall specify, among other things, the terms and conditions of the award and the Performance Measure to be achieved. The maximum amount that may be paid under the Plan to a Participant for any calendar year for any Performance-Based Compensation shall not exceed USD $6,000,000.
(b)    
The Committee, in its sole discretion, may also establish such additional restrictions or conditions that must be satisfied as a condition precedent to the payment of all or a portion of any awards. Such additional restrictions or conditions need not be performance-based and may include, among other things, the receipt by a Participant of a specified annual performance rating, the continued employment by the Participant and/or the achievement of specified Performance Measures by the Company, business unit or Participant. Furthermore and notwithstanding any provision of this Plan to the contrary, the Committee, in its sole discretion, may increase or reduce the amount of any award to a Participant if it concludes that such increase or reduction is necessary or appropriate based upon: (i) an evaluation of such Participant's performance; (ii) comparisons with compensation received by other similarly situated individuals working within the Company's industry; (iii) the Company's financial results and conditions; or (iv) such other factors or conditions that the Committee deems relevant. Notwithstanding any provision of this Plan to the contrary, the Committee shall not use its discretionary authority to increase any award to the extent prohibited under Section 162(m).
6.
Determination and Payment of Individual Incentive Awards
(a)    After the end of the Performance Period and prior to March 15 of the calendar year immediately following the end of the Performance Period (the “Payment Date”), the Committee shall determine and certify in writing the extent to which the applicable Performance Measures for each Participant for the period have been achieved and the resulting amount of the award (if any) payable to each Participant, including any application of the Committee’s discretionary authority described herein. For purposes of this provision, and for so long as the Code permits, the approved minutes of the Committee meeting in which the certification is made may be treated as written certification.
(b)    Unless otherwise determined by the Committee, Participants who have terminated employment with the Company prior to the actual payment of an award for any reason (including but not limited to death, Retirement or Total and Permanent Disability), shall Forfeit any and all rights to payment under any awards then outstanding under the terms of the Plan and shall not be entitled to any cash payment for such period. If a Participant's employment with the Company should terminate during a Performance Period and the Committee determines that the award is not Forfeited, the Participant's award shall be prorated to reflect the period of service during the Performance Period prior to his/her termination, death, Retirement or Total and Permanent Disability, and shall be paid either to the Participant or, as appropriate, the Participant's estate, subject to the Committee's certification that the applicable Performance Measures and other material terms have been met.
7.
Amendment or Termination
(a)    While the Company intends that the Plan shall continue in force from year to year, the Committee reserves the right to amend, modify, suspend or terminate the Plan, in whole or in part, at any time; provided, however, that no such modification, amendment, suspension or termination shall, without the consent of the Participant, materially adversely affect the rights of such Participant to any payment that has been determined by the Committee to be due and owing, after its right to exercise any discretion permitted hereunder, to the Participant under the Plan but not yet paid. Any and all actions permitted under this Paragraph 7 may be authorized and performed by the Committee in its sole and absolute discretion.
(b)    Notwithstanding the foregoing or any provision of the Plan to the contrary, the Committee may at any time (without the consent of the Participant) modify, amend, suspend or terminate any or all of the provisions of the Plan to the extent necessary to conform the provisions of the Plan with Section 409A or Section 162(m), regardless of whether such modification, amendment, suspension or termination of the Plan shall adversely affect the rights of a Participant under the Plan. Notwithstanding, (i) Section 409A may impose upon the Participant certain taxes or other charges for which the Participant is and shall remain solely responsible, and nothing contained in this Plan shall be construed to obligate the Company for such taxes or other charges, and (ii) in no event shall the Committee or Board (or any member thereof), or the Company (or its employees, officers, directors or affiliates) have any liability to any Participant (or any other person) due to the failure of the Plan to satisfy the requirements of Section 409A or any other applicable law.
8.
Rights Not Transferable
A Participant's rights under the Plan may not be assigned, pledged, or otherwise transferred except, in the event of a Participant's death, to the Participant's designated beneficiary, or in the absence of such a designation, by will or by the laws of descent and distribution.
9.
Funding/Payment
The Plan is not funded and all awards payable hereunder shall be paid from the general assets of the Company. No provision contained in this Plan and no action taken pursuant to the provisions of this Plan shall create a trust of any kind or require the Company to maintain or set aside any specific funds to pay benefits hereunder. To the extent a Participant acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. If any earned Award is not paid by the Payment Date due to administrative impracticability, such earned Award will be paid, without earnings, as soon as administratively practicable thereafter.
10.
Withholdings
The Company shall have the right to withhold from any awards payable under the Plan or other wages payable to a Participant such amounts sufficient to satisfy federal, state and local tax withholding obligations arising from or in connection with the Participant's participation in the Plan and such other deductions as may be authorized by the Participant or as required by applicable law.
11.
No Employment or Service Rights
Nothing contained in the Plan shall confer upon any Participant any right with respect to continued employment with the Company (or any of its affiliates) nor shall the Plan interfere in any way with the right of the Company (or any of its affiliates) to at any time reassign the Participant to a different job, change the compensation of the Participant or terminate the Participant's employment for any reason.
12.
Other Compensation Plans
Nothing contained in this Plan shall prevent the Company from adopting other or additional compensation arrangements for employees of the Company).
13.
Governing Law
The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of law provisions.
14.
Clawback
Notwithstanding any other provisions in this Plan, any award granted hereunder which is or becomes subject to recovery under any Company policy, as may be amended from time to time, any successor policy or otherwise, including as required by law, regulation or stock exchange listing requirement, as may be in effect from time to time, shall be subject to such deductions, recoupment, and clawback as may be required to be made pursuant to such Company policy. By accepting awards under the Plan, Participants agree and acknowledge that they are obligated to cooperate with, and provide any and all assistance necessary to, the Company to recover or recoup any award or amount paid under the Plan subject to clawback pursuant to such law, government regulation, stock exchange listing requirement or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to recover or recoup any award or amounts paid under the Plan from a Participant’s accounts, or pending or future compensation or awards.
15.     Effective Date
The Plan, as amended and restated, became effective on January __, 2018. Notwithstanding the foregoing or anything else contained herein to the contrary, with respect to any compensation to be paid under the Plan with respect to the 2017 Performance Period, all terms and conditions of any such payment shall be governed by the terms and conditions of the Plan and any underlying documents that combined to constitute that applicable the written binding contract relating to such compensation that was in effect on November 2, 2017 and, as a result, and, for the avoidance of doubt, none of the changes made pursuant to this amendment and restatement of the Plan shall result in the material modification of the remuneration payable under any such contract.






Letter Regarding
Restricted Stock Unit Award Under CNX Resources Corporation Equity Incentive Plan ("Plan")
(for Employees, no Deferral Election)

CNX Resources Corporation (the "Company") hereby awards you restricted stock units under the Plan. The terms and conditions of this award are set forth in this letter, the "Terms and Conditions" attachment hereto and the Plan. To the extent the terms and conditions set forth in this letter or the attachment differ in any way from the terms set forth in the Plan, the terms of the Plan shall govern.
Capitalized terms not otherwise defined herein or in the "Terms and Conditions" attachment hereto shall have the meanings ascribed to them in the Plan .
Name of Recipient:
______________________________________________________
Award Date:
__________________ ____, 20____
Number of Shares Subject to Award :
_________ shares of the Company’s common stock
Vesting Schedule :
Except as otherwise provided in the Terms and Conditions attached to this Letter, three (3) successive equal annual installments upon your completion of each year of continuous employment with the Company and its Affiliates (as such term is defined in the Plan) over the three (3)-year period measured from the Award Date.
Issuance Schedule :
The shares which vest each year under your restricted stock units will be issued to you on the vesting date or if the vesting date is not a business day, on the immediately following business day (or as soon as reasonably practicable but in no event later than the 15th day of the third month following such date), subject to your satisfaction of all applicable income and employment withholding taxes.
You have sixty (60) days following the date of this letter in which to sign and return to the Company the Acknowledgment section below in order to indicate your acceptance of the terms and conditions of your award as set forth above and in the attached Terms and Conditions. If you do not do so, your award will become null and void.

ACKNOWLEDGMENT
I hereby acknowledge and accept the terms and conditions of the restricted stock unit award evidenced hereby, including the attached TERMS AND CONDITIONS. I further acknowledge and agree that this letter, the attached terms and conditions and the provisions of the Plan set forth the entire understanding between the Company and me regarding my entitlement to receive the shares of the Company’s common stock regarding such award and supersede all prior oral and written agreements on that subject.

SIGNATURE:     _____________________________

PRINTED NAME: ____________________________
DATED: __________________________________, 20__

_________________________________                                    Nicholas J. Deluliis                                     President and Chief Executive Officer


TERMS AND CONDITIONS
The restricted stock units under the Company’s Equity Incentive Plan ("Plan") will entitle you to receive shares of the Company’s common stock in a series of installments over your period of continued employment with the Company and its Affiliates. Each unit represents the right to receive one share of common stock following the vesting date of that unit. Unlike a typical stock option program, the shares will be issued to you, without any cash payment required from you. However, you must pay the applicable income and employment withholding taxes (described below) when due.
The terms and provisions of your award are subject to the provisions of the Plan. A copy of the Plan is available upon request from Human Resources or on the Company's intranet site.
Other important features of your award may be summarized as follows:
Acceleration of Vesting Events: All of the shares subject to your award will vest (i.e., will not be subject to forfeiture) upon the occurrence of any of the following events, and (except as otherwise specified below) such vested shares will be delivered to you on such date (or as soon as administratively practical thereafter but in no event later than 15th day of third month following such date):
-    your Separation from Service with the Company and its Affiliates by reason of your death or as part of a reduction in force as specified and implemented by the Company;
-    your Separation from Service with the Company and its Affiliates by action taken by the Company (including any Affiliate) without Cause (as such term is defined in the Plan) and after a decision by the Company’s Chief Executive Officer, in his or her sole and absolute discretion, that such Separation from Service without Cause qualifies for special vesting treatment hereunder; or
-    completion of a Change in Control (as such term is defined in the Plan).
Notwithstanding the foregoing, in no event will any special vesting of your shares occur should your employment with the Company and its Affiliates be terminated for Cause or should you leave the Company’s and its Affiliates’ employ for any reason other than in connection with one of the accelerated vesting events specified above.
Notwithstanding the foregoing or any provision contained herein to the contrary, the delivery of any vested shares shall be delayed until six (6) months after your Separation from Service to the extent required by Section 409A(a)(2)(B)(i) of the Code as provided under the terms of the Plan.
Forfeitability: Should you cease employment with the Company and its Affiliates (including by virtue of an Affiliate ceasing to be an Affiliate of the Company) under circumstances which do not otherwise entitle you to accelerated vesting of the unvested shares subject to your award, then your award will be cancelled with respect to those unvested shares, and the number of your restricted stock units will be reduced accordingly. You will thereupon cease to have any right or entitlement to receive any shares of common stock under those cancelled units.
Should your employment be terminated for "Cause" (as defined in the Plan) or should you breach any of the non-competition or proprietary information covenants set forth in the Covenants section below, then not only will your award be cancelled with respect to any unvested shares at the time subject to your award, but you will also forfeit all of your right, title and interest in and to any shares which have vested under your award and which are held by you at that time. The certificates for any vested shares you hold at the time of such termination or breach must be promptly returned to the Company, and the Company will in addition impose an immediate stop transfer order with respect to those certificates. Accordingly, upon such termination of your employment or breach of any of your non-competition or proprietary information covenants below, you will cease to have any further right or entitlement to receive or retain the shares of common stock subject to your forfeited award. In addition, to the extent you have sold any of your vested shares within the six (6)-month period ending with the date of your termination for Cause or your breach of any covenant set forth in the Covenants section below or at any time thereafter, then you will be required to repay to the Company, within ten (10) days after receipt of written demand from the Company, the cash proceeds you received upon each such sale, provided such demand is made by the Company within one year after the date of that sale.
Transferability: The shares issued to you following the vesting of your award will be registered under the federal securities laws. Sales of those shares will be subject to any market black-out periods the Company may impose from time to time and must be made in compliance with the Company’s insider trading policies and applicable securities laws.
Prior to your actual receipt of the shares in which you vest under your award, you may not transfer any interest in your award or the underlying shares or pledge or otherwise hedge the sale of those shares, including (without limitation) any short sale, put or call option or any other instrument tied to the value of those shares. However, your right to receive any shares which have vested under your restricted stock units but which remain unissued at the time of your death may be transferred pursuant to the provisions of your will or the laws of inheritance following your death.
[Holding Requirement : You are required to hold, and not sell, transfer or otherwise dispose of, fifty percent (50%) of the shares issued to you following the vesting of your award (after accounting for the payment of any related taxes in connection with the vesting of the award) until the earlier of (i) ten (10) years from the Award Date; or (ii) your attainment of age sixty-two (62).]
Federal Income Taxation: You will recognize ordinary income for federal income tax purposes on the date the shares which vest under your award are actually issued to you, and you must satisfy your income tax withholding obligation applicable to that income. The amount of your taxable income will be equal to the closing selling price per share of the Company’s common stock on the New York Stock Exchange on the issue date times the number of shares issued to you on that date.
FICA Taxes:      You will be liable for the payment of the employee share of the FICA (Social Security and Medicare) taxes applicable to the shares subject to your award at the time those shares vest, and not at the time they are subsequently issued. No additional FICA taxes will be due when the shares are actually issued. FICA taxes will be based on the closing selling price of the shares on the New York Stock Exchange on the date those shares vest under the award.
Withholding Taxes: You must pay all applicable federal and state income and employment withholding taxes when due. The Company will automatically withhold from the total number of Shares deliverable to you upon the applicable vesting date, the number of Shares having a Fair Market Value equal to the minimum statutory tax withholding requirements (or as otherwise approved by the Company) as determined in accordance with the Plan. In the event of any remaining tax balance, you will be required to deliver a check for that amount payable to CNX Resources Corporation before the Shares are deposited into your Smith Barney account.
Stockholder Rights:     You will not have any stockholder rights, including voting rights and actual dividend rights, with respect to the shares subject to your award until you become the record holder of those shares following their actual issuance to you and your satisfaction of the applicable withholding taxes.
Dividend Equivalent Rights: Should a regular cash dividend be declared on the Company’s common stock at a time when unissued shares of such common stock are subject to your award, then the number of shares at that time subject to your award will automatically be increased by an amount determined in accordance with the following formula, rounded down to the nearest whole share:
X = (A x B)/C, where
X    =    the additional number of shares which will become subject             to your award by reason of the cash dividend;    
A    =    the number of unissued shares subject to this award as of             the record date for such dividend;
B    =    the per share amount of the cash dividend; and
C    =    the closing selling price per share of the Company’s                 common stock on the New York Stock Exchange on the                 payment date of such dividend.
The additional shares resulting from such calculation will be subject to the same terms and conditions (including, without limitation, any applicable vesting requirements and forfeiture provisions) as the unissued shares of common stock to which they relate under the award.
Other Adjustments: In the event of any stock split, stock dividend, recapitilization, combination of shares, exchange of shares or other similar change affecting the Company’s outstanding common stock as a class without the Company’s receipt of consideration, the number and/or class of securities subject to your award will be appropriately adjusted to preclude any dilution or enlargement of your rights under the award.
Covenants: As a further condition to your right and entitlement to receive the shares of the Company’s common stock subject to your award, you hereby agree to abide by the terms and conditions of the following non-competition and proprietary information covenants:
Non-Competition Covenant .

You hereby acknowledge and recognize the highly competitive nature of the business of the Company and its Affiliates and accordingly agree that during the term of your employment and for a period of [two (2) years][one (1) year][six (6) months] immediately thereafter (the “Restriction Period”):

(a)    You will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including (without limitation) any engagement as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any geographic region in which the Company or any of its Affiliates conduct any such competing line of business.

(b)    You will not perform (or otherwise solicit the performance of) services for any customer or client of the Company of any of its Affiliates.

(c)    You will not directly or indirectly induce any employee of the Company or any of its Affiliates to (i) engage in any activity or conduct which is prohibited pursuant to this non-competition covenant or (ii) terminate such individual’s employment with the Company or any of its Affiliates. Moreover, you will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least 12 months.

(d)    You will not directly or indirectly assist others in engaging in any of the activities which are prohibited under subparagraphs (a) through (c) above.

Notwithstanding the foregoing, if the Restriction Period set forth herein is shorter in duration following Participant’s termination of employment with the Company and its Affiliates than in any other prior Award Agreement, the Restriction Period set forth herein shall be the Restriction Period for all such prior Award Agreements and related Awards. Similarly, if the Restriction Period is longer in this Agreement than in prior Award Agreements, the Restriction Period set forth in such prior Award Agreements and related Awards shall be amended hereby and have the same applicable Restriction Period following Participant’s termination of employment with the Company and its Affiliates as set forth herein (and the Participant shall be deemed to have consented to such amendment by executing this Agreement).
It is expressly understood and agreed that although you and the Company consider the foregoing restrictions to be reasonable, should a final judicial determination be made by a court of competent jurisdiction that the time or territory or any other restriction contained in this agreement is an unenforceable restriction against you, the provision of this agreement will not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, should any court of competent jurisdiction find that any restriction contained in this agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Proprietary Information Covenant.

You and the Company agree that certain materials, including (without limitation) information, data and other materials relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company and its Affiliates, constitute proprietary confidential information and trade secrets. Accordingly, you will not at any time during or after your employment with the Company and its Affiliates disclose or use for your own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any of its Affiliates, any proprietary confidential information or trade secrets, provided that the foregoing shall not apply to information which is not unique to the Company or any of its Affiliates or which is generally known to the industry or the public other than as a result of your breach of this covenant. You agree that upon termination of your employment with the Company and its Affiliates for any reason, you will immediately return to the Company all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of the Company and its Affiliates. You further agree that you will not retain or use for your own account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of the Company or any of its Affiliates.

Notwithstanding anything contained herein to the contrary, this Agreement shall not prohibit disclosure of proprietary confidential information if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and obligations as an employee or under this Agreement are at issue; provided, however, that you shall, to the extent practicable and lawful in any such event, give prior notice to the Company of your intent to disclose proprietary confidential information so as to allow the Company an opportunity (which you shall not oppose) to obtain such protective orders or similar relief with respect thereto as may be deemed appropriate.

Notwithstanding the foregoing, nothing in this Agreement is intended to restrict, prohibit, impede or interfere with you providing information to, or from reporting possible violations of law or regulation to, any governmental agency or entity, from participating in investigations, testifying in proceedings regarding the Company’s past or future conduct, or from making other disclosures that are protected under state or federal law or regulation, engaging in any future activities protected under statutes administered by any government agency (including but not limited, to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General), or from receiving and retaining a monetary award from a government-administered whistleblower award program.. You do not need the prior authorization of the Company to make such reports or disclosures.  You are not required to notify the Company that you have made any such reports or disclosures. The Company nonetheless asserts, and does not waive, its attorney-client privilege over any information appropriately protected by the privilege.

Failure to Enforce Not A Waiver : The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

Legends : The Company may at any time place legends referencing the provisions of this Agreement, and any applicable federal or state securities law restrictions on all certificates, if any, representing the shares relating to this award.

Governing Law : This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

Amendments : This Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto, or as otherwise provided under the Plan. Notwithstanding, the Company may, in its sole discretion and without your consent, modify or amend the terms and conditions of this award, impose conditions on the timing and effectiveness of the issuance of the shares, or take any other action it deems necessary or advisable, to cause this award to comply with Section 409A of the Code (or an exception thereto).

Section 409A: This Award is intended to comply with Section 409A of the Code (or an exception thereto) and the regulations promulgated thereunder and shall be construed accordingly. Notwithstanding, you recognize and acknowledge that Section 409A of the Code may impose upon you certain taxes or interest charges for which you are and shall remain solely responsible.

Notices : Any notice, request, instruction or other document given under this Agreement shall be in writing and shall be addressed and delivered, in the case of the Company, to the Corporate Secretary of the Company at the principal office of the Company and, in your case, to your address as shown in the records of the Company and its Affiliates or to such other address as may be designated in writing by either party.

Award Subject to Plan: This Award is subject to the Plan. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference.

Entire Agreement : Except as otherwise provided in this Agreement, this Agreement and the Plan are: (i) intended to be the final, complete, and exclusive statement of the terms of the agreement between you and the Company with regard to the subject matter of this Agreement; (ii) supersede all other prior agreements, communications, and statements, whether written or oral, express or implied, pertaining to that subject matter; and (iii) may not be contradicted by evidence of any prior or contemporaneous statements or agreements, oral or written, and may not be explained or supplemented by evidence of consistent additional terms.

Prospectus: An updated prospectus summarizing the principle features of that plan has been prepared and distributed by the Company; additional copies of the updated prospectus are available upon request from the Corporate Secretary at the Company’s executive offices at 1000 CONSOL Energy Drive, Canonsburg, Pennsylvania 15317. Attached hereto is a special supplement to such prospectus which provides certain other relevant information concerning your award. Please review both the updated plan prospectus and the supplement carefully so that you fully understand your rights and benefits under your award and the limitations, restrictions and vesting provisions applicable to the award.

Employment at Will: Nothing in the program will provide you with any right to continue in the Company’s and its Affiliates’ employ for any period of specific duration or interfere with or otherwise restrict in any way your rights or the rights of the Company and its Affiliates to terminate your service at any time for any reason, with or without cause. Your employee status with the Company and its Affiliates will accordingly remain at will.

Clawback: Notwithstanding any provisions in this Agreement to the contrary, any compensation, payments, or benefits provided hereunder (or profits realized from the sale of Shares delivered hereunder), whether in the form of cash or otherwise, shall be subject to recoupment and recapture to the extent necessary to comply with the requirements of any Company-adopted policy and/or laws or regulations, including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Exchange Act, Section 304 of the Sarbanes Oxley Act of 2002, the New York Stock Exchange Listed Company Manual or any rules or regulations promulgated thereunder with respect to such laws, regulations and/or securities exchange listing requirements, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to this grant and recovery of amounts relating thereto.  By accepting this Award, you agree and acknowledge that you are obligated to cooperate with, and provide any and all assistance necessary to, the Company to recover, recoup or recapture this Award or amounts paid under the Plan pursuant to such law, government regulation, stock exchange listing requirement or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to recover, recoup or recapture this Award or amounts paid under the Plan from a Participant’s accounts, or pending or future compensation or other grants.


EXHIBIT I
SUMMARY PLAN DESCRIPTION FOR
EQUITY INCENTIVE PLAN



1

 


CNX RESOURCES CORPORATION
EQUITY INCENTIVE PLAN

PERFORMANCE SHARE UNIT AWARD AGREEMENT
This Performance Share Unit Award Agreement set forth below (this “ Agreement ”) is dated as of the grant date (the “ Grant Date ”) set forth on Exhibit A and is between CNX Resources Corporation, a Delaware corporation (the “ Company ”), and the individual to whom the Compensation Committee of the Board of Directors (the “ Committee ”) of the Company has made this Performance Award and whose name is set forth on Exhibit A (the “ Participant ”).
The Company has established the CNX Resources Corporation Equity Incentive Plan, as amended (the “Plan”), to advance the interests of the Company and its stockholders by providing incentives to certain eligible persons who contribute significantly to the strategic and long-term performance objectives and growth of the Company. Unless the context otherwise requires, all capitalized terms not otherwise defined in this Agreement have the same meaning given such capitalized terms in the Plan.
Pursuant to the provisions of the Plan, the Committee has full power and authority to direct the execution and delivery of this Agreement in the name and on behalf of the Company, and has authorized the execution and delivery of this Agreement.
Agreement

1. Performance Share Unit Award . Subject to and pursuant to all terms and conditions stated in this Agreement and in the Plan, as of the Grant Date, the Company hereby grants a Performance Award to the Participant in the form of performance share units (the “ Performance Share Units ”) with the target number set forth on Exhibit A. Each Performance Share Unit awarded under this Agreement shall represent a contingent right to receive one share of the Company’s common stock as described more fully herein, to the extent such Performance Share Unit is earned and becomes payable pursuant to the terms of this Agreement. Notwithstanding, Performance Share Units as initially awarded have no independent economic value, but rather are mere units of measurement used for purposes of calculating the value of benefits, if any, to be paid under this Agreement.
2.      Performance Period . The “Performance Period” means the performance period as set forth on Exhibit A.
3.      Performance Goals of the Performance Share Units . Subject to the provisions of this Agreement, the total number of Performance Share Units awarded to Participant will be earned (at a maximum award level of 200% of the target number of Performance Share Units awarded), if the performance measures set by and on file with the Committee are satisfied (each, a “ Performance Goal ”); provided, however, that the Committee has sole discretion to determine whether the Performance Goals, as defined, are met and the date of such determination (or deemed determination date by the Committee) shall be the vesting date of the Award (the “ Vesting Date ”) and provided, further, that the Award will only become payable, except as otherwise provided herein, if the Participant remains an employee of the Company and its subsidiaries through the Vesting Date. As a condition to receiving this Award, Participant agrees that all determinations made by the Committee are final and conclusive.
4.      Issuance and Distribution .
4.1      After the end of the Performance Period and prior to the commencement of the payment of Shares relating to the Award, the Committee shall certify in writing the extent to which the Performance Goals and any other material terms of this Agreement have been achieved. For purposes of this provision, and for so long as the Code permits, the approved minutes of the Committee meeting in which the certification is made may be treated as written certification.
4.2      Subject to the terms and conditions of this Agreement, Performance Share Units earned by the Participant will be settled and paid in shares of the Company’s common stock in the first calendar year immediately following the end of the Performance Period on a date determined in the Committee’s discretion, but in no event later than March 15th of such year, subject to Participant’s satisfaction of all applicable income and employment withholding taxes (the “ Payment Date ”).
4.3      Notwithstanding any other provision of this Agreement, in the event of a Change in Control, as defined in Section 16 of the Plan, the Performance Goals will be deemed to have been achieved on such date and the Performance Share Units shall be paid based on performance relative to the Performance Goals as of such date, and the value of such units will be settled on the closing date of the Change in Control transaction (the “ CiC Payment Date ”); provided, further, in the event of a Change in Control, Performance Share Units may, in the Committee’s discretion, be settled in cash and/or securities or other property.
4.4      The Participant is required to hold, and not sell, transfer or otherwise dispose of fifty percent (50%) of the shares issued to the Participant following the vesting of the Performance Share Units (after accounting for the payment of any related taxes in connection with the vesting of the Performance Share Units) until the earlier of (i) ten (10) years from the Grant Date; or (ii) the Participant’s attainment of age sixty-two (62).
5.      Dividends . Each Performance Share Unit will be cumulatively credited with dividends that are paid on the Company’s common stock in the form of additional units. These additional units shall be deemed to have been purchased on the record date for the dividend using the closing stock price per share of the Company’s common stock as reported in The Wall Street Journal and shall be subject to all the same conditions and restrictions as provided in this Agreement applicable to Performance Share Units.
6.      Change in Participant’s Status . In the event the Participant Separates from Service (i) on or after the date the Participant has reached the age of 62, (ii) on account of death or Disability, or (iii) by action taken by the Company (including any Affiliate) without Cause and after a decision by the Company’s Chief Executive Officer, in his or her sole and absolute discretion, that such Separation from Service without Cause qualifies for special vesting treatment hereunder (a “ Qualifying Separation from Service without Cause ”), prior to any Payment Date or the CiC Payment Date, as applicable, the Participant shall be entitled to retain the Performance Share Units and receive payment therefore to the extent earned and payable pursuant to the provisions of this Agreement; provided, however, that in the case of a Separation from Service on or after the Participant has reached the age of 62 or on account of Disability, the Participant shall only be entitled to retain a prorated portion of the Performance Share Units determined at the end of the calendar year Performance Period and based on the ratio of the number of completed months the Participant is employed or serves during the calendar year Performance Period to the total number of months in the Performance Period (12 months). In the event the Participant Separates from Service for any other reason, including, but not limited to, by the Participant voluntarily, or by the Company (including any Affiliate) with Cause or without Cause (other than in connection with a Qualifying Separation of Service without Cause), prior to any Payment Date or the CiC Payment Date, as applicable, the Performance Share Units awarded to the Participant shall be cancelled and forfeited, whether payable or not, without payment by the Company or any Affiliate. Any payments due a deceased Participant shall be paid to his or her estate as provided herein after the end of the Performance Period.
7.      Tax Consequences/Withholding .
7.1      It is intended that: (i) the Participant’s Performance Share Units shall be considered to be subject to a substantial risk of forfeiture in accordance with those terms as defined in Sections 409A and 3121(v)(2) of the Code; and (ii) the Participant shall have merely an unfunded, unsecured promise to be paid a benefit, and such unfunded promise shall not consist of a transfer of “property” within the meaning of Code Section 83.
7.2      Participant acknowledges that any income for federal, state or local income tax purposes, including payroll taxes, that the Participant is required to recognize on account of the vesting of the Performance Share Units and/or issuance of the Shares under this Award to Participant shall be subject to withholding of tax by the Company. Participant must pay all applicable federal and state income and employment withholding taxes when due. The Company will automatically withhold from the total number of Shares deliverable to Participant upon the applicable Vesting Date, the number of Shares having a Fair Market Value equal to the minimum statutory tax withholding requirements (or as otherwise approved by the Company) as determined in accordance with the Plan. In the event of any remaining tax balance, Participant will be required to deliver a check for that amount payable to CNX Resources Corporation before the Shares are deposited into Participant’s Smith Barney account.
7.3      This Agreement is intended to comply with, or be excepted from coverage under, Section 409A of the Code and the regulations promulgated thereunder and shall be administered, interpreted and construed accordingly. Notwithstanding any provision of this Agreement to the contrary, if any benefit provided under this Agreement is subject to the provisions of Section 409A of the Code and the regulations issued thereunder (and not excepted therefrom), the provisions of the Agreement shall be administered, interpreted and construed in a manner necessary to comply with Section 409A (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding, Section 409A may impose upon the Participant certain taxes or other charges for which the Participant is and shall remain solely responsible, and nothing contained in this Agreement or the Plan shall be construed to obligate any member of the Committee or Board, the Company or any Affiliate (or its employees, officers or directors) for any such taxes or other charges.
8.      Non-Competition .
8.1      The Participant hereby agrees that this Section 8 is reasonable and necessary in order to protect the legitimate business interests and goodwill of the Company, including the Company’s trade secrets, valuable confidential business and professional information, substantial relationships with prospective and existing customers and clients, and specialized training provided to the Participant and other employees of the Company. The Participant acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the term of Participant’s employment and for a period of [two (2) years][one (1) year][six (6) months] after the termination thereof (the “ Restriction Period ”):
(a)      The Participant will not directly or indirectly engage in any business substantially similar to any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative, in any geographic region in which the Company or any of its Affiliates conducted business;
(b)      The Participant will not contact, solicit, perform services for, or accept business from any customer or prospective customer of the Company or any of its Affiliates;
(c)      The Participant will not directly or indirectly induce any employee of the Company or any of its Affiliates to: (1) engage in any activity or conduct which is prohibited pursuant to subparagraph 8.1(a); or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Participant will not directly or indirectly employ or offer employment (in connection with any business substantially similar to any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least 12 months; and
(d)      The Participant will not directly or indirectly assist others in engaging in any of the activities, which are prohibited under subparagraphs (a) — (c) above.
Notwithstanding the foregoing, if the Restriction Period set forth herein is shorter in duration following Participant’s termination of employment with the Company and its Affiliates than in any other prior Award Agreement, the Restriction Period set forth herein shall be the Restriction Period for all such prior Award Agreements and related Awards. Similarly, if the Restriction Period is longer in this Agreement than in prior Award Agreements, the Restriction Period set forth in such prior Award Agreements and related Awards shall be amended hereby and have the same applicable Restriction Period following Participant’s termination of employment with the Company and its Affiliates as set forth herein (and the Participant shall be deemed to have consented to such amendment by executing this Agreement).
8.2      It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Participant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable against such Participant. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. The restrictive covenants set forth in this Section 8 shall be extended by any amount of time that the Participant is in breach of such covenants, such that the Company receives the full benefit of the time duration set forth above.
9.      Confidential Information and Trade Secrets . The Participant and the Company agree that certain materials, including, but not limited to, information, data and other materials relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company and its Affiliates, constitute proprietary confidential information and trade secrets. Accordingly, the Participant will not at any time during or after the Participant’s employment with the Company (including any Affiliate) disclose or use for such Participant’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any of its Affiliates, any proprietary confidential information or trade secrets, provided that the foregoing shall not apply to information which is not unique to the Company or any of its Affiliates or which is generally known to the industry or the public other than as a result of such Participant’s breach of this covenant. The Participant agrees that upon termination of employment with the Company (including any Affiliate) for any reason, the Participant will immediately return to the Company all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of the Company and its Affiliates, except that the Participant may retain personal notes, notebooks and diaries. The Participant further agrees that the Participant will not retain or use for the Participant’s own account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of the Company or any of its Affiliates.
Notwithstanding the foregoing, nothing in this Agreement is intended to restrict, prohibit, impede or interfere with the Participant providing information to, or from reporting possible violations of law or regulation to, any governmental agency or entity, from participating in investigations, testifying in proceedings regarding the Company’s past or future conduct, or from making other disclosures that are protected under state or federal law or regulation, engaging in any future activities protected under statutes administered by any government agency (including but not limited, to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General), or from receiving and retaining a monetary award from a government-administered whistleblower award program for providing information directly to a government-administered whistleblower award program.  The Participant does not need the prior authorization of the Company to make such reports or disclosures.  The Participant is not required to notify the Company that he or she has made any such reports or disclosures. The Company nonetheless asserts, and does not waive, its attorney-client privilege over any information appropriately protected by the privilege.
10.      Remedies/Forfeiture .
10.1      The Participant acknowledges that a violation or attempted violation on the Participant’s part of Sections 8 and/or 9 will cause irreparable damage to the Company and its Affiliates, and the Participant therefore agrees that the Company and its Affiliates shall be entitled as a matter of right to an injunction, out of any court of competent jurisdiction, restraining any violation or further violation of such promises by the Participant or the Participant’s employees, partners or agents. The Participant agrees that such right to an injunction is cumulative, in addition to whatever other remedies the Company (including any Affiliate) may have under law or equity and to the Participant’s obligations to make timely payment to the Company as set forth in Section 10.2 of this Agreement. The Participant further acknowledges and agrees that the Participant’s Performance Share Units shall be cancelled and forfeited without payment by the Company if the Participant breaches any of his obligations set forth in Sections 8 and 9 herein.
10.2      At any point after becoming aware of a breach of any obligation set forth in Sections 8 and 9 of this Agreement, the Company shall provide notice of such breach to the Participant. By agreeing to receive the Performance Share Units pursuant to this Agreement, the Participant agrees that within ten (10) days after the date the Company provides such notice, the Participant shall pay to the Company in cash an amount equal to any and all distributions paid to or on behalf of such Participant under this Agreement within the six (6) months prior to the date of the earliest breach. The Participant agrees that failure to make such timely payment to the Company constitutes an independent and material breach of the terms and conditions of this Agreement, for which the Company may seek recovery of the unpaid amount as liquidated damages, in addition to all other rights and remedies the Company may have resulting from the Participant’s breach of the obligations set forth in Sections 8 and/or 9. The Participant agrees that timely payment to the Company as set forth in this provision of this Agreement is reasonable and necessary because the compensatory damages that will result from breaches of Sections 8 and/or 9 cannot readily be ascertained. Further, the Participant agrees that timely payment to the Company as set forth in this provision of this Agreement is not a penalty, and it does not preclude the Company from seeking all other remedies that may be available to the Company, including without limitation those set forth in this Section 10.
11.      Assignment/Nonassignment .
11.1      The Company shall have the right to assign this Agreement, including without limitation Sections 8 and/or 9, and the Participant agrees to remain obligated by all provisions of this Agreement that are assigned to any successor, assign or surviving entity. Any successor to the Company is an intended third party beneficiary of this Agreement.
11.2      The Performance Share Units shall not be sold, pledged, assigned, hypothecated, transferred or disposed of (a “ Transfer ”) in any manner, other than by will or the laws of descent and distribution. Any attempt by the Participant to Transfer the Performance Share Units in violation of the terms of this Agreement shall render the Performance Share Units null and void, and result in the immediate forfeiture of such Performance Share Units, without payment by the Company.
12.      Impact on Benefit Plans . Payments under this Agreement shall not be considered as earnings for purposes of the Company’s and/or Affiliate’s qualified retirement plans or any other retirement or benefit plan unless specifically provided for therein. Nothing herein shall prevent the Company or any Affiliate from maintaining additional compensation plans and arrangements for its employees.
13.      Successors; Changes in Stock . The obligation of the Company under this Agreement shall be binding upon the successors and assigns of the Company. If a dividend or other distribution shall be declared upon the Company’s common stock payable in Shares, the Performance Share Units and the Shares on which the Performance Goals are based shall be adjusted by adding thereto the number of Shares which would have been distributable thereon if such shares and Performance Share Units had been actual Shares and outstanding on the date fixed for determining the stockholders entitled to receive such stock dividend or distribution. In the event of any spin-off, split-off or split-up, dividend in property other than cash, recapitalization or other change in the capital structure of the Company, or any merger, consolidation, reorganization, partial or complete liquidation or other distribution of assets (other than a normal cash dividend), or any other corporate transaction or event having an effect similar to any of the foregoing, or extraordinary distribution to stockholders of the Company’s common stock, the Performance Share Units, the Shares relating to the Performance Share Units, and the Performance Goals shall be appropriately adjusted to prevent dilution or enlargement of the rights of Participants which would otherwise result from any such transaction, provided such adjustment shall be consistent with Code Section 409A.
In the case of a Change in Control, any obligation under this Agreement shall be handled in accordance with the terms of Section 4 hereof. In any case not constituting a Change in Control in which the Company’s common stock is changed into or becomes exchangeable for a different number or kind of shares of stock or other securities of the Company or another corporation, or cash or other property, whether through reorganization, reclassification, recapitalization, stock split-up, combination of shares, merger or consolidation, then (i) the value of the Performance Share Units constituting the Award shall be calculated based on the closing price of such common stock on the closing date of the transaction on the principal market on which such common stock is traded, (ii) there shall be substituted for each Performance Share Unit constituting the Award, the number and kind of shares of stock or other securities (or cash or other property) into which each outstanding Share shall be so changed or for which each such Share shall be exchangeable, and (iii) the Share on which the Performance Goals are based shall be appropriately and equitably adjusted, provided any such adjustments shall be consistent with Code Section 409A. In the case of any such adjustment, the Performance Share Units shall remain subject to the terms of the Agreement.
14.      Governing Law, Jurisdiction, and Venue .
14.1      This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law.
14.2      The Participant hereby irrevocably submits to the personal and exclusive jurisdiction of the United States District Court for the Western District of Pennsylvania or the Court of Common Pleas of Allegheny County, Pennsylvania in any action or proceeding arising out of, or relating to, this Agreement (whether such action or proceeding arises under contract, tort, equity or otherwise). The Participant hereby irrevocably waives any objection which the Participant now or hereafter may have to the laying of venue or personal jurisdiction of any such action or proceeding brought in said courts.
14.3      Jurisdiction over, and venue of, any such action or proceeding shall be exclusively vested in the United States District Court for the Western District of Pennsylvania or the Court of Common Pleas of Allegheny County, Pennsylvania.
14.4      Provided that the Company commences any such action or proceeding in the courts identified in Section 14.3, the Participant irrevocably waives the Participant’s right to object to or challenge the above selected forum on the basis of inconvenience or unfairness under 28 U.S.C. § 1404, 42 Pa. C.S. § 5322 or similar state or federal statutes. The Participant agrees to reimburse the Company for all of the attorneys’ fees and costs it incurs to oppose the Participant’s efforts to challenge or object to litigation proceeding in the courts identified in Section 14.3 with respect to actions arising out of or relating to this Agreement (whether such actions arise under contract, tort, equity or otherwise).
15.      Failure to Enforce Not a Waiver . The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
16.      Severability . In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
17.      Funding . This Agreement is not funded and all amounts payable hereunder, if any, shall be paid from the general assets of the Company or its Affiliate, as applicable. No provision contained in this Agreement or the Plan and no action taken pursuant to the provisions of this Agreement or the Plan shall create a trust of any kind or require the Company to maintain or set aside any specific funds to pay benefits hereunder. To the extent the Participant acquires a right to receive payments from the Company under this Agreement, such right shall be no greater than the right of any unsecured general creditor of the Company.
18.      Headings . The descriptive headings of the Sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement.
19.      Awards Subject to Plan . In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
20.      Amendment or Termination of this Agreement . This Agreement may be modified, amended, suspended or terminated by the Committee at any time; provided, however, that no modification, amendment, suspension or termination of the Plan or this Agreement shall adversely affect the rights of the Participant under this Agreement without the consent of such Participant. Notwithstanding the foregoing or any provision of this Agreement to the contrary, the Company may, in its sole discretion and without the Participant’s consent, modify or amend the terms of the Agreement or a Performance Share Unit award, or take any other action it deems necessary or advisable, to cause the Agreement to comply with Section 409A (or an exception thereto). Any modification, amendment, suspension or termination shall only be effective upon a writing issued by the Company, and the Participant shall not offer evidence of any purported oral modifications or amendments to vary or contradict the terms of this Agreement document.
21.      Clawback . Notwithstanding any provisions in this Agreement to the contrary, any compensation, payments, or benefits provided hereunder (or profits realized from the sale of Shares delivered hereunder), whether in the form of cash or otherwise, shall be subject to recoupment and recapture to the extent necessary to comply with the requirements of any Company-adopted policy and/or laws or regulations, including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Exchange Act, Section 304 of the Sarbanes Oxley Act of 2002, the New York Stock Exchange Listed Company Manual or any rules or regulations promulgated thereunder with respect to such laws, regulations and/or securities exchange listing requirements, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to this grant and recovery of amounts relating thereto.  By accepting this grant of Performance Share Units, the Participant agrees and acknowledges that he or she is obligated to cooperate with, and provide any and all assistance necessary to, the Company to recover, recoup or recapture this grant of Performance Share Units or amounts paid under the Plan pursuant to such law, government regulation, stock exchange listing requirement or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to recover, recoup or recapture this grant of Performance Share Units or amounts paid under the Plan from a Participant’s accounts, or pending or future compensation or other grants.


[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day and year indicated below. This Agreement may be executed in more than one counterpart, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

PARTICIPANT


Dated: ___________________                                     
     [Name]


CNX RESOURCES CORPORATION


Dated: ___________________                                     
Nicholas J. DeIuliis


Exhibit A


Participant:    [_____________]

Grant Date:    January 31, 2018

Performance Share Units (Target) : [___________]Performance Period:     January 1, 2018 to December 31, 2022, with five separate annual calendar year sub-performance periods (or “tranches”) for each of 2018, 2019, 2020, 2021 and 2022. For the avoidance of doubt, references in the Agreement to determinations and/or payments to be made after or following “the end of the Performance Period” shall be applied separately to each annual calendar year tranche and such determination dates (or determination dates deemed by the Committee) will each be a Vesting Date.






RETIREMENT RESTORATION PLAN OF CNX RESOURCES CORPORATION
AS AMENDED AND RESTATED EFFECTIVE DECEMBER 2, 2008, AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 28, 2017
Section I. Introduction and Purpose
A.      Introduction
The Retirement Restoration Plan of CNX Resources Corporation (“ CONSOL ”), amended and restated effective as of December 2, 2008 and as Amended and Restated effective November 28, 2017 (the “ Plan ”), is an unfunded deferred compensation plan for the benefit of a select group of management or highly compensated employees. Therefore, it is intended that the Plan will be exempt from Parts 2, 3, and 4 of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”). This Plan was frozen as of December 31, 2006.
Pursuant to that certain Separation and Distribution Agreement entered into by and between CONSOL Energy Inc. (now known as CNX Resources Corporation, EIN 51-0337383) (the "Company") and CONSOL Mining Corporation (now known as CONSOL Energy Inc., EIN 82-1954058) ("Mining"), dated as of November 28, 2017 (the "Separation and Distribution Agreement"), the Coal Business of the Company was separated from the Company and spun-off to Mining. In addition, pursuant to the Separation and Distribution Agreement, the Employee Matters Agreement by and between the Company and Mining, dated November 28, 2017, and related ancillary agreements (the "Transaction Agreements"), the account balances and accrued benefits of certain CoalCo Group Employees and Former CoalCo Group Employees (as such terms are defined in the Employee Matters Agreement) and their respective beneficiaries and/or alternate payees, and such other transferred employees for whom Mining expressly agreed under the Transaction Agreements to assume such obligations, if any, under the Plan, as amended were spun-off and transferred to Mining, a conclusive list of which is maintained by the Investment Committee (the "Transferred Obligations").
B.      Purpose
1.      Retirement Restoration Benefit feature: The purpose of this feature of the Plan is to provide each member of the CONSOL Energy Inc. Employee Retirement Plan (“ Retirement Plan ”) all benefits otherwise payable in accordance with the terms thereof, but for the limitation on maximum benefits set forth in Section 3.1 of the Retirement Plan.
2.      Retirement Restoration Compensation feature: The purpose of this feature of the Plan is to provide each member of the Retirement Plan who was a participant in the Incentive Compensation Plan of Conoco Inc. under which awards were granted on and after January 1, 1981, and the Incentive Compensation Plan of E. I. du Pont de Nemours and Company, and the Incentive Compensation Plan of CNX Resources Corporation and such other Incentive Plan (“ ICP Plan ”) as may from time to time be in effect in substitution therefor and in which members of the Retirement Plan shall participate, all benefits to which the participant would be entitled compensation, as defined in the Retirement Plan, included the annual awards





(or in the case of a member of the Retirement Plan who did not have an Hour of Service on or after April 1, 1995, one-half of such awards) granted to the member under the ICP Plan then in effect.
3.      Retirement Restoration Enhancement feature: The purpose of this feature of the Plan is to provide each member of the Retirement Plan who was not eligible for benefits under the Temporary Retirement/Termination Incentive Program due to salary grade and who is approved for retirement enhancement by the President and Chief Executive Officer of CNX Resources Corporation or a person to whom he delegates this authority, retirement benefits provided for in the Retirement Plan under the terms of the Temporary Retirement/Termination Incentive Program, but without the limitations on salary grade and election date.
Section II.      Eligibility for Benefits and Amounts of Benefits
Eligibility in this Plan is limited to individuals who meet the definition of “Member” as set forth in Section 10A.12 of the Retirement Plan or “Active Member” as set forth in Section 11A.4 of the Retirement Plan. Notwithstanding anything to the contrary contained herein, no individual who became a “Member” as set forth in Section 11A.15 of the Retirement Plan as a result of the merger of the Rochester & Pittsburgh Coal Company Pension Plan into the Retirement Plan, effective December 31, 1998, shall be entitled to any benefit under this Plan if such individual was not an employee of CNX Resources Corporation on December 31, 1998.
Notwithstanding any provision of this Plan to the contrary, effective as of November 28, 2017, Participant shall not include any individuals for whom the Company transferred and Mining assumed the Transferred Obligations, such persons having no benefits payable under this Plan.
A.      Retirement Restoration Benefit feature: All members of the Retirement Plan who would otherwise be entitled to benefits from the Retirement Plan in accordance with the terms thereof, but for the limitation on maximum benefits set forth in Section 3.1 of the Retirement Plan and the limitation on the amount of compensation taken into consideration set forth in Section 10A.6(e), 10E.2(a), 10E.2(f), 10G.2(d) and 11A.9 of the Retirement Plan, shall be paid such benefits under this feature.
B.      Retirement Restoration Compensation feature: All members of the Retirement Plan, who are entitled to benefits from the Retirement Plan in accordance with the terms thereof, shall be paid benefits under this feature in an amount equal to the amount of benefits which would have been paid to the members pursuant to Section 10 and/or Section 11, if applicable, of the Retirement Plan if compensation, as defined in Section 10A.6(a), included the annual awards (or in the case of a member of the Retirement Plan who did not have an Hour of Service on or after April 1, 1995, one-half of such award(s) granted to members on or after January 1, 1981, under the ICP Plan(s). Anything to the contrary notwithstanding, all members of the Retirement Plan who would otherwise be entitled to benefits from this Plan, pursuant to the preceding sentence, shall be paid such benefits only to the extent that compensation, as defined in Section 10A.6 of the Retirement Plan, does not include the annual awards (or in the case of a

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member of the Retirement Plan who did not have an Hour of Service on or after April 1, 1995, one-half of such awards) granted to members on or after January 1, 1981, under the ICP Plan(s).
C.      Retirement Restoration Enhancement feature: Each member of the Retirement Plan, who was not eligible for benefits under the Temporary Retirement/Termination Incentive Program due to salary grade and who is approved for Retirement Enhancement by the President and Chief Executive Officer of CNX Resources Corporation or a person to whom he delegates this authority, shall be paid benefits under this feature that would have been paid pursuant to the Retirement Plan, the Retirement Restoration Benefit feature of this Plan, and the Retirement Restoration Compensation feature of this Plan, enhanced under the terms of the Temporary Retirement/Termination Incentive Program, but without the limitations on salary grade and election date, less any benefit payable under the Retirement Plan, the Retirement Restoration Benefit feature of this Plan, and the Retirement Restoration Compensation feature of this Plan.
D.      Notwithstanding anything in this Plan to the contrary, no Member that is employed by CNX Gas Corporation or any of its subsidiaries will be eligible to accrue benefits hereunder after December 31, 2005. Compensation and service after such date will not be counted for purposes of this Plan. The amount of the benefit will be calculated on the freeze date with reference to the amount of benefits under the Qualified Plan on the freeze date.
E.      Notwithstanding anything in this Plan to contrary, no person will become a Member in the Plan after December 31, 2006. In addition, no benefits will accrue to any former or existing Member after December 31, 2006. Compensation and service after such date will not be counted for purposes of this Plan. The amount of the benefit will be calculated on the freeze date with reference to the amount of benefits under the Qualified Plan on the freeze date.
Section III.      Payment of Benefits
A.      This Plan shall be an unfunded Plan, and payments of benefits pursuant to this Plan shall be made from the general assets of CNX Resources Corporation
B.      Benefits paid under this Plan to a participant or designated beneficiary shall be paid in the form of a single life annuity, or in any of the forms detailed in Section 10D.3(a) or 10D.3(b) of the Retirement Plan in an amount actuarially equivalent to such single life annuity. The receipt of benefits may be deferred in accordance with procedures established by the Investment Committee. Elections regarding the form and payment of benefits shall be made independent of any election under the Retirement Plan and in such manner and at such time as the Investment Committee prescribes.
C.      A participant’s benefits under this Plan shall be determined as of the termination of the participant’s employment with CNX Resources Corporation in accordance with the terms of the Plan as in effect at the time such distribution commenced; provided, however, that the provisions of this Section III.C. shall not be construed in any manner to create any additional rights or affect the amount of benefits payable under this Plan to a participant or designated beneficiary, as applicable, and shall not be construed as a limitation on the provisions of

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Section III.E. In addition, no benefits are payable under this Plan to any person whose benefits were part of the Transferred Obligations.
D.      Benefits payable under this Plan shall begin to be paid within a reasonable time after the amount of a participant’s benefits pursuant to this Plan has been established. Notwithstanding the preceding sentence, participants who retire pursuant to Section 10E.4(b)(iii) of the Retirement Plan, even if Section 10D.8A were applicable to such participants, cannot begin to receive the benefits payable under this Plan until the end of the first calendar month following age 50.
E.      Notwithstanding the foregoing, in order to comply with Code Section 409A, all distributions of benefits accrued and vested under this Plan as of December 31, 2006 will be paid as a lump sum. Benefits will be paid not later than 30 days following the later to occur of: (i) the end of the month following the month in which the Member turns age 50, or (ii) the end of the month following the month in which the Member incurs a Separation from Service. The benefit will be calculated and actuarially reduced, as necessary (using assumptions specified in the Qualified Plan), based on the Member’s benefit being initially expressed as a single life annuity payable commencing on the Member’s Normal Retirement Date.
F.      Notwithstanding the foregoing or any Plan provision to the contrary, distributions to Specified Employees upon Separation From Service shall not be made before the date that is 6 months after the date of Separation From Service (or, if earlier, the date of death of the participant). Benefits will be paid in a lump sum following the 6-month delay. This section shall apply only to those benefits to which Code Section 409A has application; for example, it would not apply to any benefits that were earned and vested prior to January 1, 2005 as determined under Code Section 409A and the guidance issued thereunder. For purposes hereof, Specified Employee means a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) of the Company and its Subsidiaries, as defined in the regulations issued under Code Section 409A, as determined in accordance with the procedures established by the Company.
G.      “Separation from Service” shall mean a participant’s death, retirement or other termination of employment with the Company and all of its controlled group members within the meaning of Section 409A of the Code. For purposes hereof, the determination of controlled group members shall be made pursuant to the provisions of Section 414(b) and 414(c) of the Code; provided that the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Section 1563(a)(1),(2) and (3) of the Code and Treas. Reg. § 1.414(c)-2. Whether a participant has a Separation from Service will be determined based on all of the facts and circumstances and in accordance with the guidance issued under Section 409A.
Section IV.      Beneficiaries
A.      Beneficiaries under this Plan shall be named in accordance with procedures adopted by the Investment Committee.

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B.      Notwithstanding anything to the contrary contained herein or in the Retirement Plan, a participant or beneficiary who is awaiting a lump-sum payment may, until death, change the beneficiary designated to receive benefits under this Plan.
C.      In no event shall any change in beneficiary pursuant to Section IV(b) affect the amount of benefits payable under this Plan.
Section V.      Administration
A.      The Plan shall be administered by the Investment Committee as defined in the CNX Resources Inc. Investment Plan for Salaried Employees.
B.      The Investment Committee shall have the discretionary power to interpret the Plan, establish rules for the administration of the Plan, and make all other determinations necessary or desirable for the Plan’s administration.
C.      The decision of the Investment Committee on any question concerning or involving the interpretation or administration of the Plan shall be final and conclusive and binding on the Company, the Participant and any and all interested parties.
Section VI.      Claims Procedures
A member or beneficiary may claim any benefit to which he or she is entitled under this Plan by a written notice to the Investment Committee. If a claim is denied, it must be denied within 90 calendar days after receipt of the claim and shall be and be contained in a written notice. If additional time is needed to process the claim, the Investment Committee shall provide the member with notice of the extension prior to the termination of the initial ninety (90) day period. In no event shall such extension exceed a period of ninety (90) days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Investment Committee expects to make the benefit determination. Any notice of a denial of benefits shall advise the member of the specific reason or reasons for the denial, the specific provisions of the Plan on which the denial is based, any additional material or information necessary for the member or beneficiary to perfect his or her claim and an explanation of why such material or information is necessary, and the steps which the member must take to have his claim for benefit reviewed.
In the event of a denial or partial denial of such claim, the member or beneficiary may file a written request for a full and fair review of his or her claim by the Investment Committee and submit a written statement regarding issues relative to his or her claim. Such written request for review of his or her claim must be filed with the Investment Committee within sixty (60) calendar days after written notice of the denial or partial denial is received by the member.
Within sixty (60) calendar days following receipt of such review request, the Investment Committee will provide the member or beneficiary with a written notice of its decision after a full and fair hearing of the issue. Such written notice shall set forth the specific reasons and specific Plan provisions on which it based its decision. If additional time is needed to process

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the claim review, the Investment Committee shall provide the member or beneficiary with notice of the extension prior to the termination of the initial sixty (60) day period. In no event shall such extension exceed a period of sixty (60) days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Investment Committee expects to make the benefit determination.
Within sixty (60) calendar days following receipt of such review request, the Investment Committee will provide the member or beneficiary with a written notice of its decision after a full and fair hearing of the issue. Such written notice shall set forth the specific reasons and specific Plan provisions on which it based its decision. If additional time is needed to process the claim review, the Investment Committee shall provide the member or beneficiary with notice of the extension prior to the termination of the initial sixty (60) day period. In no event shall such extension exceed a period of sixty (60) days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Investment Committee expects to make the benefit determination.
All notices by the Investment Committee denying a claim for benefits and all decisions on requests for a review of the denial of a claim for benefits, shall be written in a manner calculated to be understood by the member or beneficiary filing the claim or requesting the review.
In the event of a denial or partial denial of a member’s or beneficiaries claim upon review, the member beneficiary may commence civil action under ERISA section 502(a) within one hundred and eighty (180) calendar days after written notice of the denial or partial denial is received by the member or beneficiary. If such member or beneficiary fails to bring civil action within the aforementioned one hundred and eighty (180) calendar days, he shall be foreclosed from commencing any civil action at any future date.
Section VII.      Amendment, Suspension, Termination
A.      The Compensation Committee of the Board of Directors of CNX Resources Corporation may, at any time, amend, suspend, or terminate this Plan.
B.      The Compensation Committee of the Board of Directors of CNX Resources Corporation may, at any time, delegate its authority to amend, suspend or terminate the Plan to such officers of CNX Resources Corporation as determined by the Compensation Committee.
Section VIII.      Miscellaneous
A.      The Plan is not a contract of employment, and shall not be construed to confer on any member the right to be retained in the employ of CNX Resources Corporation
B.      CNX Resources Corporation shall have the right to deduct from cash payments to be made under the Plan any required withholding taxes.
C.      The Plan shall be governed by the laws of the Commonwealth of Pennsylvania.

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D.      This document and any amendments contain all of the terms and provisions of the entire Plan. In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the invalid or illegal provision had never been inserted. CNX Resources Corporation shall have the right to correct and remedy such questions of illegality or invalidity by amendment as provided in the Plan.
E.      Notwithstanding any provision of the Plan to the contrary, if any benefit provided under this Plan is subject to the provisions of Section 409A of the Code and the regulations issued thereunder, the provisions of the Plan shall be administered, interpreted and construed in a manner intended to comply with Section 409A, the regulations issued thereunder or an exception thereto (or disregarded to the extent such provision cannot be so administered, interpreted or construed). Notwithstanding the foregoing or any provision of the Plan to the contrary, CONSOL may at any time (without the consent of any participant) modify, amend or terminate any or all of the provisions of this Plan to the extent necessary or advisable to conform the provisions of the Plan with Section 409A of the Code, the regulations issued thereunder or an exception thereto, regardless of whether such modification, amendment or termination of this Plan shall adversely affect the rights of a participant under the Plan. It is intended that distribution events authorized under the Plan qualify as permissible distribution events for purposes of Section 409A of the Code, and the Plan shall be interpreted and construed accordingly in order to comply with Section 409A of the Code, the regulations and other binding guidance promulgated thereunder. The Company reserves the right to accelerate, delay or modify distributions to the extent permitted under Section 409A. Notwithstanding any provision of the Plan to the contrary, in no event shall the Committee or Investment Committee (or any member thereof), or the Company (or its employees, officers, directors or affiliates) have any liability to any participant (or any other person) due to the failure of the Plan to satisfy the requirements of Section 409A or any other applicable law.
F.      Notwithstanding anything to the contrary contained herein and with respect to deferred compensation benefits that were earned and vested under this Plan prior to January 1, 2005 (as determined under Section 409A, “ Grandfathered Benefits ”), no amendment or modification to the Plan shall be interpreted or construed in a manner, that would cause Grandfathered Benefits payable under the Plan to become subject to Section 409A. The Plan provisions applicable to Grandfathered Benefits shall be administered and interpreted in a manner intended to ensure that Grandfathered Benefits payable under the Plan remain exempt from Section 409A.
CNX RESOURCES CORPORATION

/s/ Stephanie L. Gill    
By: Stephanie L. Gill
Title: Vice President, General Counsel and Corporate Secretary

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Plan Document
of the
CNX Resources Corporation
Supplemental Retirement Plan
Effective January 1, 2007, As Amended and Restated Effective November 28, 2017








CNX Resources Corporation
Supplemental Retirement Plan
Article I. - General Provisions
1.1      Establishment and Purpose
Effective January 1, 2007, CNX Resources Corporation previously established the CNX Resources Corporation Supplemental Retirement Plan (the "Plan") on the terms and conditions hereinafter set forth. The Plan is designed primarily for the purpose of providing benefits for a select group of management and highly compensated employees of the Company and its Subsidiaries and is intended to qualify as a "top hat" plan under Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan is intended to comply with the provisions of Section 409A of the Internal Revenue Code.
This Plan document reflects all amendments made. November 28, 2017.
Pursuant to that certain Separation and Distribution Agreement entered into by and between CONSOL Energy Inc. (now known as CNX Resources Corporation, EIN 51-0337383) ("the Company") and CONSOL Mining Corporation (now known as CONSOL Energy Inc., EIN 82-1954058) ("Mining"), dated as of November 28, 2017 (the "Separation and Distribution Agreement"), the Coal Business of the Company was separated from the Company and spun-off to Mining. In addition, pursuant to the Separation and Distribution Agreement, the Employee Matters Agreement by and between the Company and Mining, dated November 28, 2017, and related ancillary agreements (the "Transaction Agreements"), the account balances and accrued benefits of certain CoalCo Group Employees and Former CoalCo Group Employees (as such terms are defined in the Employee Matters Agreement) and their respective beneficiaries and/or alternate payees, and such other transferred employees for whom Mining expressly agreed under the Transaction Agreements to assume such obligations, if any, under the Plan, as amended were spun-off and transferred to Mining, a conclusive list of which is maintained by the Investment Committee (the "Transferred Obligations").
1.2      Definitions
"Actuarial Equivalent" means the actuarial present value of a specified benefit as determined on an applicable date using the mortality, interest rate and other assumptions as defined in the Qualified Plan.
"Annual Compensation" means annual base salary plus amounts received under the Company's Short Term Incentive Compensation Plan, the CNX Gas Corporation Short-Term Incentive Compensation Plan or any executive Short Term Incentive Plan (as and if applicable).

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All other forms of remuneration are excluded, including but not limited to all long-term incentive compensation, bonuses, fringe benefits and stock-based awards.
"Beneficiary" means the person or persons designated by a Participant as his beneficiary hereunder in accordance with the provisions of Article V.
"Board" means the Board of Directors of the Company.
"Cause" means (i) a charge, indictment or conviction of, or a plea of guilty or nolo contendere to, a misdemeanor involving moral turpitude or a felony, whether or not in connection with the performance by a Participant of his or her duties or obligations to the Company or any Subsidiary; (ii) theft relating to the business of the Company or any Subsidiary or dishonesty with respect to a material aspect of the business of the Company or any Subsidiary; (iii) gross negligence or willful misconduct in the performance of the Participant's duties or obligations to the Company or any Subsidiary, or engaging in illegal activity in connection therewith, including, without limitation, a Participant's engagement in any act or course of conduct that would result in the termination or revocation of, or jeopardize the renewal of, any licenses, permits, consents, authorization, approvals or material agreements necessary for the Company or any Subsidiary to conduct its business or that would have an adverse effect on the Company or any Subsidiary; (iv) violation of any provision of any nonsolicitation, noncompetition or nondisclosure contained in any agreement entered into by and between a Participant and the Company and/or any Subsidiary; or (v) "cause" as defined in the Participant's employment and/or change of control agreement, if any, with the Company or any Subsidiary. The determination as to whether or not Cause exists will be made by the Investment Committee and the CEO of the Company ("CEO") in accordance with its discretionary powers under Section 1.3; provided, however, that the Board shall make the determination as to whether or not Cause exists with respect to the CEO. The Investment Committee and the CEO shall periodically report to the Board as to its determinations, if any, with respect to determinations of Cause.
"Change in Control" means the occurrence of any of the following events:
(i)      the acquisition after the date hereof by any individual, entity or group (within the meaning of section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 35% of the combined voting power of the then outstanding voting stock of the Company; provided, however, that for purposes of this subsection (i), the following acquisitions will not constitute a Change in Control: (A) any issuance of voting stock of the Company directly from the Company that is approved by the Incumbent Board (as defined in subsection (ii), below), (B) any acquisition by the Company of voting stock of the Company, (C) any acquisition of voting stock of the Company by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (D) any acquisition of voting stock of the Company by an underwriter holding securities of the Company in connection with a public offering thereof, or (E) any acquisition of voting stock of the Company by any Person pursuant to a Business Combination that complies with clauses (A), (B) and (C) of subsection (iii), below; or

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(ii)      individuals who constitute the Board as of the Effective Date (the "Incumbent Board," as modified by this subsection (ii)), cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a Director subsequent to such date whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least two-thirds of the Directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) will be deemed to have then been a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii)      consummation of a reorganization, merger or consolidation of the Company or a direct or indirect wholly owned subsidiary thereof, a sale or other disposition (whether by sale, taxable or nontaxable exchange, formation of a joint venture or otherwise) of all or substantially all of the assets of the Company, or other transaction involving the Company (each, a "Business Combination"), unless, in each case, immediately following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners of voting stock of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding shares of voting stock of the entity resulting from such Business Combination or any direct or indirect parent corporation thereof (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries), (B) no Person other than the Company beneficially owns 25% or more of the combined voting power of the then outstanding shares of voting stock of the entity resulting from such Business Combination or any direct or indirect parent corporation thereof (disregarding all "acquisitions" described in clauses (A) - (C) of subsection (i)), and (C) at least a majority of the members of the Board of Directors of the entity resulting from such Business Combination or any direct or indirect parent corporation thereof were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or (iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to a Business Combination that complies with clauses (A), (B) and (C) of subsection (iii).
Notwithstanding the foregoing or any provision of this Agreement to the contrary, it is intended that the forgoing definition of Change in Control qualify as a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation, within the meaning of Treas. Reg. § 1.409A-3(i)(5), and this Agreement shall be interpreted and construed to effectuate such intent.
"Code" means the Internal Revenue Code of 1986, as amended, and any successor code or law.
"Committee" means the Compensation Committee of the Board, or such other committee designated by the Board to discharge the duties of the Committee hereunder.

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"Company" means CNX Resources Corporation (formerly known as CONSOL Energy Inc., EIN 51-0337383) or any successor thereto.
"Disability" means a Participant: (1) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or to last for a continuous period of not less than 12 months; or (2) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan of the Company or its Subsidiaries.
"Final Average Compensation" means, subject to Section 1.4(c), the average of a Participant's five highest consecutive Annual Compensation amounts while employed by the Company and its Subsidiaries.
"Normal Retirement Date" means the date such Participant attains age sixty-five (65).
"Participant" means any employee who has satisfied the eligibility requirements set forth in Section 1.4 of the Plan; provided, however, that as of November 28, 2017 Participant shall not include any individual for whom Mining assumed the Transferred Obligations.
"Person" means any individual, corporation, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
"Plan Year" means the twelve-month period beginning each January 1 and ending on the following December 31.
"Qualified Plan" means CONSOL Energy Inc. Employee Retirement Plan, as amended, the CNX Gas Corporation Employee Retirement Plan and/or such other plan(s) as designated by the Investment Committee.
"Section 409A" shall mean Section 409A of the Code, the regulations and other binding guidance promulgated thereunder.
"Separation From Service" shall mean a Participant's death, retirement or other termination of employment with the Company and all of its controlled group members within the meaning of Section 409A of the Code. For purposes hereof, the determination of controlled group members shall be made pursuant to the provisions of Section 414(b) and 414(c) of the Code; provided that the language "at least 50 percent" shall be used instead of "at least 80 percent" in each place it appears in Section 1563(a)(1),(2) and (3) of the Code and Treas. Reg. § 1.414(c)-2; provided, further, where legitimate business reasons exist (within the meaning of Treas. Reg. § 1.409A-1(h)(3)), the language "at least 20 percent" shall be used instead of "at least 80 percent" in each place it appears. Whether a Participant has a Separation from Service will be determined based on all of the facts and circumstances and in accordance with the guidance issued under Section 409A.

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"Service Fraction" means the fraction determined hereunder with a numerator that is the Participant's number of full Years of Service and with a denominator of 20. The Service Fraction can never exceed one (1).
"Specified Employee" means a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) of the Company and its Subsidiaries, as defined in the regulations issued under Code Section 409A, as determined in accordance with the procedures established by the Company.
"Subsidiary" means, unless specifically excluded by the Committee, any entity in which the Company owns or otherwise controls, directly or indirectly, stock or other ownership interests having the voting power to elect a majority of the board of directors, or other governing group having functions similar to a board of directors, as determined by the Committee. For purposes of this Plan, CNX Gas Corporation or any of its subsidiaries shall be considered to be a "Subsidiary" as follows: (i) if a Participant is employed by the Company or CNX Gas Corporation on or after September 8, 2009, CNX Gas Corporation shall be a "Subsidiary" with respect to such Participant for all purposes under this Plan, such that, for example, the Participant's Annual Compensation and Years of Service will include service with CNX Gas Corporation both before and after said September 8, 2009 date; and (ii) if a Participant was not employed by the Company or CNX Gas Corporation on or after September 8, 2009, CNX Gas Corporation shall not be a "Subsidiary" with respect to such Participant for all purposes under this Plan, such that, for example, the Participant's Annual Compensation and Years of Service will exclude all service with CNX Gas Corporation. An entity shall be considered to be a "Subsidiary" only for the period of time in which the ownership test and the Committee approval set forth above have been met.
"Year of Service" means, subject to Section 1.4(c), each full twelve-month period of active, full-time employment with the Company following the Participant's most recent hire date, as determined pursuant to the Company's regular personnel records and policies. The Committee may, but is not required to, recognize employment with prior employers for purposes of this Plan. Any such recognition shall be in writing and shall state the purposes for which service will be recognized under this Plan. In addition, the Plan will (i) recognize service for periods of prior employment with the Company; (ii) recognize periods of service with CNX Gas Corporation in accordance with the rules set forth in the definition of Subsidiary for CNX Gas Corporation; and (iii) recognize periods of employment with any other Subsidiary, but only for periods of time while that entity meets the definition of Subsidiary (e.g. is owned by the Company).
1.3      Administration.
(a)      The Investment Committee as defined in the CNX Resources Corporation Investment Plan for Salaried Employees (the "Investment Committee") (and the Committee, where the Committee exercises powers hereunder, or the CEO with respects to determinations of Cause as specified herein) shall administer the Plan and have sole and absolute authority and discretion to decide all matters relating to the administration of the Plan, including, without limitation: determining the rights and status of Participants or their beneficiaries under the Plan; interpreting the Plan; adopting administrative rules, regulations, and guidelines for the Plan;

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making factual determinations (including determinations as to the designation of beneficiaries); and correcting any defect, supplying any omission or reconciling any inconsistency or conflict in the Plan. In general, the Investment Committee will utilize and follow the administrative rules and practices that are utilized under the Investment Plan. The Investment Committee's determinations under the Plan (and the Committee's determinations under the Plan where the Committee exercises powers hereunder) need not be uniform among all Participants, or classes or categories of Participants, and may be applied to such Participants, or classes or categories of Participants, as the Investment Committee (or the Committee, where applicable), in its sole and absolute discretion, considers necessary, appropriate or desirable. All determinations by the Investment Committee (and the Committee, where applicable) shall be final, conclusive and binding on the Company, the Participant and any and all interested parties.
(b)      The Investment Committee (and the Committee, where applicable) may delegate such of its powers and authority under the Plan to the Company's officers as it deems necessary or appropriate. In the event of such delegation, all references to the Investment Committee in this Plan (and the Committee, where applicable) shall be deemed references to such officers as it relates to those aspects of the Plan that have been delegated.
(c)      Any action taken by the Investment Committee (and the Committee, where applicable) with respect to the rights or benefits under the Plan of any Participant shall be revocable by the Investment Committee (and the Committee, where applicable) as to payments not yet made to such person, and acceptance of any deferred compensation benefits under the Plan constitutes acceptance of and agreement to the Investment Committee's (or the Committee, where applicable) or the Company's making any appropriate adjustments in future payments to such person (or to recover from such person) any excess payment or underpayment previously made to him.
(d)      The provisions of the Plan shall be administered, interpreted and construed in a manner intended to comply with Section 409A or an exception thereto (or disregarded to the extent such provision cannot be so administered, interpreted or construed). It is intended that distribution events authorized under the Plan qualify as permissible distribution events for purposes of Section 409A of the Code, and the Plan shall be interpreted and construed accordingly in order to comply with Section 409A. The Company reserves the right to accelerate, delay or modify distributions to the extent permitted under Section 409A. Notwithstanding any provision of the Plan to the contrary, in no event shall the Committee or Investment Committee (or any member thereof), or the Company, its Subsidiaries or affiliates (or the employees, officers or directors of the Company, its Subsidiaries or affiliates) have any liability to any Participant (or any other person) due to the failure of the Plan to satisfy the requirements of Section 409A or any other applicable law.
1.4      Eligibility and Participation.
(a)      Participation in the Plan is limited to officers and key management employees of the Company and its Subsidiaries who are designated by the Committee as eligible to participate in the Plan and who are within the category of a select group of management and highly compensated employees as referred to in Sections 201(2), 301(a)(3) and 401(a)(1) of the

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Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Until changed by the Committee, only employees of the Company (and those Subsidiaries which are not specifically excluded for participation in the Plan by the Committee or the terms of the Plan) with a salary grade of 104 or above are eligible to participate hereunder. The Plan is being implemented in connection with the ceasing of accruals under prior non-qualified plans. Notwithstanding any provision of this Plan to the contrary, effective as of November 28, 2017, Participant shall not include any individuals for whom the Company transferred and Mining assumed the Transferred Obligations, such persons having no benefits payable under this Plan.
(b)      A Participant shall cease to be a Participant upon receiving payment for the full amount of benefits to which the Participant is entitled under the Plan or if such Participant's benefits are part of the Transferred Obligations.
(c)      Notwithstanding the foregoing, the Committee may terminate a Participant's participation in the Plan at any time, in its sole and absolute discretion. A termination of Participant's employment with the Company and any Subsidiary, or if the Participant no longer meets the basic eligibility standards (such as salary grade) shall automatically, with no further act on the part of the Committee, Company, Investment Committee, or any Subsidiary, terminate any right of such Participant to continue to participate in, and accrue benefits under, this Plan. When the Participant terminates or no longer meets the basic eligibility standards, Final Average Compensation and Years of Service will be fixed at that time. Appendix A, entitled Retirement Scenarios Under the SERP, contains examples that illustrate these principles. Appendix A is explicitly made a part of this Plan.
(d)      In the event of a Change in Control, additional service credits will be provided for the term of any payments under a Participant's change of control agreement, if any, with the Company.
(e)      A Subsidiary may affirmatively elect to not participate in this Plan. In addition, as set forth in subsection (b) above, the participation of the Subsidiary may also be prohibited or nullified by the Committee. Should a Subsidiary participate in this Plan, Annual Compensation and Years of Service shall be calculated : (i) in accordance with the definition of Subsidiary for CNX Gas Corporation; and (ii) by excluding compensation earned and periods of service with any other Subsidiary while the entity did not meet the definition of Subsidiary hereunder. For example, if the Company acquires another entity, the eligible employees of that entity will receive no service credits for the time spent with the entity prior to the acquisition, nor will the employees' compensation history be relevant.
Article II. -      Supplemental Retirement Benefits
2.1      Amount of Benefit.
The amount of each Participant's benefit as of age 65 (expressed as an annual amount) will be 50% of Final Average Compensation, multiplied by the Service Fraction, as calculated on the Participant's date of Separation From Service. A Participant whose benefits were part of the Transferred Obligations will have no benefits under this Plan.

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2.2      Reduction.
The age 65 benefit determined under Section 2.1 will be reduced (offset) by the Participant's vested benefits (including benefits which have been paid or are payable in the future, converted to an annual amount) under: (a) the age 65 Qualified Plan benefit; (b) the age 65 Retirement Restoration Plan of CNX Resources Corporation benefit; and (c) any other plan or arrangement providing retirement type benefits, including arrangements with prior employers, to the extent service with such other employer or under such arrangement is credited under this Plan.
2.3      Vesting.
No benefit will be vested until a Participant has five Years of Service, and the Participant has satisfied the eligibility standards hereof during these five Years of Service. Any benefits accrued prior to such vesting are subject to forfeiture in the event the Participant ceases to be an employee or eligible to participate in the Plan. Notwithstanding the foregoing, benefits will immediately vest upon the death or Disability of the Participant, or upon a Change in Control.
2.4      Cause.
(a)      Notwithstanding anything in this Plan to the contrary, if a Participant's employment with the Company or any Subsidiary terminates on account of Cause (which includes voluntary resignation in lieu of involuntary termination on account of Cause or if Cause otherwise exists by reason of a violation of Subsection (iv) of the definition of Cause), no benefits will be payable hereunder. All benefits of any nature, whether vested or unvested, shall be forfeited without payment by the Plan, the Company or any Subsidiary and the Participant shall have no further rights under the Plan.
(b)      In addition to the rights set forth in section 2.4(a), and in addition to any other rights at law or in equity, if a Participant's employment with the Company or any Subsidiary terminates on account of Cause (which includes voluntary resignation in lieu of involuntary termination on account of Cause or if Cause otherwise exists by reason of a violation of Subsection (ii) or (iv) of the definition of Cause), each Participant agrees to the following by agreeing to participate in this Program. Each Participant agrees that within ten (10) days after the date the Company provides such Participant of a notice that there has occurred a termination on account of Cause (which includes voluntary resignation in lieu of involuntary termination on account of Cause or if Cause otherwise exists by reason of a violation of Subsection (ii) or (iv) of the definition of Cause), a Participant shall pay to the Company in cash an amount equal to any and all distributions paid to or on behalf of such Participant under this Plan within the six (6) months prior to the date of earliest breach. Each Participant agrees that failure to make such timely payment to the Company constitutes an independent and material breach of the terms and conditions of this Plan, for which the Company may seek recovery of the unpaid amount as liquidated damages, in addition to all other rights and remedies the Company may have resulting from a determination that Cause exists. The Participants agree that timely payment to the Company, as set forth in this provision of the Plan, is reasonable and necessary because the compensatory damages that will result from a Cause determination cannot readily be ascertained.

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Further, the Participants agree that timely payment to the Company as set forth in this provision of the Plan is not a penalty, and it does not preclude the Company from seeking all other remedies that may be available to the Company, including without limitation those set forth in this Section 2.4 and in any employment or other agreement between the Participant and the Company.
(c)      For purposes of this section 2.4, a forfeiture of benefits under subsection (a) will occur and the rights under subsection (b) will also arise if Cause (but only as defined in subsections (ii) or (iv) of the Cause definition) arises or is discovered following a termination of employment, regardless of the reason for such termination.
Article III. -      Distributions
3.1      Distribution Dates.
(a)      Benefits shall be paid in the form of a life annuity with a guaranteed term of twenty years (which shall be the Actuarial Equivalent of a single life annuity) commencing in the month immediately following the later to occur of: (i) the end of the month following the month in which Participant turns age 50, or (ii) the end of the month following the month in which Participant incurs a Separation From Service. The benefit will be actuarially reduced, as necessary (using assumptions specified in the Qualified Plan), from the Participant's Normal Retirement Date in the event benefits commence earlier than that date. Benefits shall be paid in monthly installments, with each subsequent distribution being made on each succeeding monthly anniversary of the initial distribution.
(b)      A Participant may designate a Beneficiary as provided under Article V hereunder. The Beneficiary will be eligible to receive the balance of the guaranteed twenty year payments that the Participant does not receive on account of the death of the Participant. Said balance shall be paid in the same monthly amount, and at the same time and manner as the Participant was receiving prior to his or her death for the remainder of the twenty year term.
(c)      Notwithstanding the foregoing or any Plan provision to the contrary, distributions to Specified Employees upon Separation From Service shall not be made before the date that is 6 months after the date of Separation From Service (or, if earlier, the date of death of the Participant). Any benefits payable to a Specified Employee prior to such date will be accumulated and paid with the initial distribution. The initial distribution shall be paid in the month following the month containing the 6-month anniversary of the date of Separation from Service, and subsequent distributions shall be made on each succeeding monthly anniversary of the initial distribution.
3.2      Change in Control.
In the event a Participant's Separates from Service after, or in connection with, a Change in Control, on account of (i) an involuntary termination associated with a Change in Control within the two year period after the Change in Control, or (ii) a termination by the Company other than for Cause or due to the Participant's death or Disability that (A) occurs not more than

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three (3) months prior to the date on which a Change in Control occurs, or (B) is requested by a third party who initiates a Change in Control, the Participant shall be entitled to the vested benefits provided in Article II. For purposes of subsection (B) above, to be eligible to receive amounts described in Article II, a Change in Control must be consummated within the twelve (12) month period following the Participant's Separation From Service, except in circumstances pursuant to which the consummation of the Change in Control is delayed, through no failure of the Company or the third person, by a governmental or regulatory authority or agency with jurisdiction over the matter, or as a result of other similar circumstances. In such a circumstance, the remainder of the twelve (12) month period shall be tolled and shall recommence upon termination of the delaying event.
Notwithstanding the provisions in Section 3.1, a Participant will receive a lump sum payment of the Participant's accrued and vested benefits calculated in accordance with Article II. Such payment will be paid in a lump sum: (i) contemporaneously with the Change in Control if the Participant Separates from Service prior to the Change in Control date, or (ii) on the Participant's Separation From Service, if the separation takes place following the Change in Control date. Notwithstanding the foregoing or any Plan provision to the contrary, a distribution to a Specified Employee shall not be made before the date that is 6 months after the date of Separation From Service (or, if earlier, the date of death of the Participant). Any distribution payable to a Specified Employee that is delayed shall be paid in the month following the month containing the 6- month anniversary of the date of Separation from Service. Such benefit will be calculated as if the Participant terminated on the Change in Control date, and the benefit will be reduced, as necessary, based on the early retirement reduction Schedule III from the Qualified Plan, calculated as if the Participant had a minimum of 75 points.
3.3      Death or Disability.
In the event of a Participant's death prior to commencement of benefits in accordance with Section 3.1 or 3.2, the Participant's vested benefits calculated under Article II will be paid to the Participant's Beneficiary for the guaranteed twenty year term (which shall be the Actuarial Equivalent of a single life annuity), commencing within 60 days following the Participant's death (regardless of whether the Participant obtained age 50 or the Participant's Normal Retirement Date). The benefit will be determined as if the Participant had separated from service immediately prior to his death, meaning that, for example, the Age 65 benefits under the Qualified Plan and the Restoration Plan will be offset, even though there might be no death benefits under one or both of those plans.
In the event of a Participant Separates from Service on account of Disability prior to commencement of benefits in accordance with Section 3.1 or 3.2, the value of the Participant's benefits calculated under Article II will be paid to the Participant in the life annuity form with the guaranteed twenty year term (which shall be the Actuarial Equivalent of a single life annuity), commencing within 60 days following the Participant Separation from Service, except as otherwise provided under Section 3.1(c).
Article IV. -      Funding By Company

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4.1      Unsecured Obligation of Company.
(a)      Any benefit payable pursuant to this Plan shall be paid from the general assets of the Company or a Subsidiary. Nothing contained in this Plan and no action taken pursuant to the provisions of this Plan shall create a trust of any kind or a fiduciary relationship between any Participant (or any other interested person) and the Company, a Subsidiary or the Committee, or require the Company or a Subsidiary to maintain or set aside any specific funds for the purpose of paying any benefit hereunder. To the extent that a Participant or any other person acquires a right to receive payments from the Company or a Subsidiary under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company or a Subsidiary.
(b)      If the Company or a Subsidiary maintains a separate fund or makes specific investments, including the purchase of insurance insuring the life of the a Participant, to assure its ability to pay any benefits due under this Plan, neither the Participant nor the Participant's Beneficiary shall have any legal or equitable ownership interest in, or lien on, such fund, policy, investment or any other asset of the Company or a Subsidiary. The Company and each Subsidiary in its sole discretion, may determine the exact nature and method of informal funding (if any) of the obligations under this Plan. If the Company or a Subsidiary elects to maintain a separate fund or makes specific investments to fund its obligations under this Plan, the Company and each Subsidiary reserves the right, in its sole discretion, to terminate such method of funding at any time, in whole or in part.
Article V. -      Beneficiaries
5.1      Beneficiary Designations.
A designation of a Beneficiary hereunder may be made only by a written instrument (in form acceptable to the Investment Committee) signed by the Participant and filed with the Investment Committee prior to the Participant's death. In the absence of such a designation and at any other time when there is no existing Beneficiary designated hereunder, the unpaid value of the Participant's benefits to which a Beneficiary was entitled shall be distributed to the Participant's estate. A Beneficiary who dies or which ceases to exist shall not be entitled to any part of any payment thereafter to be made to the Participant's Beneficiary unless the Participant's designation specifically provides to the contrary. If two or more persons designated as a Participant's Beneficiary are in existence, the amount of any payment to the Beneficiary under this Plan shall be divided equally among such persons, unless the Participant's designation specifically provides to the contrary. Designation of a Beneficiary is subject to further restrictions imposed by the Investment Committee for administrative convenience.
5.2      Change in Beneficiary.
A Participant may, at any time and from time to time, change a Beneficiary designation hereunder without the consent of any existing Beneficiary or any other person. Any change in Beneficiary shall be made only by an instrument (in form acceptable to the Investment

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Committee) signed by the Participant, and any change shall be effective only if signed by the Participant and received by the Investment Committee prior to the death of the Participant.
Article VI. -      Claims Procedures
6.1      Claims for Benefits.
The Investment Committee shall determine the rights of any Participant to any benefits hereunder. Any Participant who believes that he has not received the benefits to which he is entitled under the Plan may file a claim in writing with the Investment Committee. The Investment Committee shall, no later than 90 days after the receipt of a claim (plus an additional period of 90 days if required for processing, provided that notice of the extension of time is given to the claimant within the first 90-day period), either allow or deny the claim in writing. If a claimant does not receive written notice of the Investment Committee's decision on his or her claim within the above-mentioned period, the claim shall be deemed to have been denied in full.
A denial of a claim by the Investment Committee, wholly or partially, shall be written in a manner calculated to be understood by the claimant and shall include:
(a)      the specific reasons for the denial;
(b)      specific reference to pertinent Plan provisions on which the denial is based;
(c)      a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
(d)      an explanation of the claim review procedure and the time limits applicable to such procedures, including a statement of the claimant's right to bring a civil action under Section 502(a) of ERISA.
6.2      Appeal Provisions.
A claimant whose claim is denied (or his duly authorized representative) may within 60 days after receipt of denial of a claim file with the Investment Committee a written request for a review of such claim. If the claimant does not file a request for review of his claim within such 60-day period, the claimant shall be deemed to have acquiesced in the original decision of the Investment Committee on his claim, the decision shall become final and the claimant will not be entitled to bring a civil action under Section 502(a) of ERISA. If such an appeal is so filed within such 60-day period, the Company (or its delegate) shall conduct a full and fair review of such claim. During such review, the claimant (or the claimant's authorized representative) shall be given the opportunity to review all documents that are pertinent to his claim and to submit issues and comments in writing.
The Company shall mail or deliver to the claimant a written decision on the matter based on the facts and the pertinent provisions of the Plan within 60 days after the receipt of the request

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for review (unless special circumstances require an extension of up to 60 additional days, in which case written notice of such extension shall be given to the claimant prior to the commencement of such extension). Such decision shall be written in a manner calculated to be understood by the claimant, shall state the specific reasons for the decision and the specific Plan provisions on which the decision was based and shall, to the extent permitted by law, be final and binding on all interested persons. If the decision on review is not furnished to the claimant within the above-mentioned time period, the claim shall be deemed to have been denied on review.
6.3      Further Proceedings
If a Participant's claim for benefits is denied in whole or in part, such Participant may file suit only in a state or federal court located in Allegheny County, Pennsylvania. Notwithstanding, before such Participant may file suit in a state or federal court, Participant must exhaust the Plan's administrative claims procedures. If any such judicial or administrative proceeding is undertaken, the evidence presented will be strictly limited to the evidence timely presented to the Plan Administrator and the Company. In addition, any such judicial or administrative proceeding must be filed within the earlier of 6 months after the Company's final decision under section 6.2 or three years after the claim could have first been filed with the Plan, or such claim will be forever barred.
Article VII. -      Miscellaneous
7.1      Withholding.
The Company and each Subsidiary shall have the right to withhold from any benefits payable under the Plan or other wages payable to a Participant an amount sufficient to satisfy all federal, state and local tax withholding requirements, if any, arising from or in connection with the Participant's receipt or vesting of benefits under the Plan.
7.2      No Guarantee of Employment.
Nothing in this Plan shall be construed as guaranteeing future employment to any Participant. Without limiting the generality of the preceding sentence, except as otherwise set forth in a written agreement, a Participant continues to be an employee of the Company or a Subsidiary, as applicable, solely at the will of the Company or such Subsidiary, as applicable, subject to discharge at any time, with or without cause. The benefits provided for herein for a Participant shall not be deemed to modify, affect or limit any salary or salary increases, bonuses, profit sharing or any other type of compensation of a Participant in any manner whatsoever. Nothing contained in this Plan shall affect the right of a Participant to participate in or be covered by or under any qualified or nonqualified pension, profit sharing, group, bonus or other supplemental compensation, retirement or fringe benefit Plan constituting any part of the Company's or applicable Subsidiary's compensation structure whether now or hereinafter existing.
7.3      Payment to Guardian.

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If a benefit payable hereunder is payable to a minor, to a person declared incompetent or to a person incapable of handling the disposition of his property, the Investment Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Investment Committee may require such proof of incompetence, minority, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Plan, the Company and each Subsidiary from all liability with respect to such benefit.
7.4      Assignment.
No right or interest under this Plan of any Participant or Beneficiary shall be assignable or transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or subject to the debts or liabilities of the Participant or Beneficiary.
7.5      Severability.
If any provision of this Plan or the application thereof to any circumstance(s) or person(s) is held to be invalid by a court of competent jurisdiction, the remainder of the Plan and the application of such provision to other circumstances or persons shall not be affected thereby.
7.6      Amendment and Termination.
(a)      The Company may at any time (without the consent of any Participant) modify, amend or terminate any or all of the provisions of this Plan; provided, however, that no modification, amendment or termination of this Plan shall adversely affect the rights of a Participant under the Plan without the consent of such Participant. Notwithstanding the foregoing or any provision of the Plan to the contrary, the Company may at any time (in its sole discretion and without the consent of any Participant) modify, amend or terminate any or all of the provisions of this Plan or take any other action, to the extent necessary or advisable to conform the provisions of the Plan with Section 409A of the Code, the regulations issued thereunder or an exception thereto, regardless of whether such modification, amendment or termination of this Plan or other action shall adversely affect the rights of a Participant under the Plan. Termination of this Plan shall not be a distribution event under the Plan unless otherwise permitted under Section 409A.
(b)      Without limiting the generality of subsection (a), the Vice President - Human Resources of the Company, subject to the consent of the President of the Company, may amend, modify or restate the Plan to: (i) effectuate compliance with legal requirements or changes in applicable laws or regulations (including 409A as set forth above in subsection (a)); and (ii) effectuate other changes which the Vice President - Human Resources believes to be desirable, including, but not limited to, amendments to facilitate the proper and efficient management and administration of the Plan; provided, that except for amendments to the Plan to effectuate compliance with legal requirements or changes in applicable laws or regulations, no amendments shall be made by the Vice President - Human Resources pursuant to this authority

15



which would materially increase or decrease benefits, or which would materially increase the costs of such Plans, including the cost of maintenance or administration.
7.7      Exculpation and Indemnification
The Company shall indemnify and hold harmless the members of the Committee and the Investment Committee from and against any and all liabilities, costs and expenses incurred by such persons as a result of any act, or omission to act, in connection with the performance of such person's duties, responsibilities and obligations under the Plan, other than such liabilities, costs and expenses as may result from the gross negligence, willful misconduct, and/or criminal acts of such persons.
7.8      Leave of Absence.
The Company may, in its sole discretion, permit a Participant to take a leave of absence for a period not to exceed 12 months. Any such leave of absence must be approved by the Company. During this time, the Participant will still be considered to be in the employ of the Company for purposes of this Plan.
7.9      Gender and Number.
For purposes of interpreting the provisions of this Plan, the masculine gender shall be deemed to include the feminine, the feminine gender shall be deemed to include the masculine, and the singular shall include the plural unless otherwise clearly required by the context.
7.10      Governing Law.
Except as otherwise preempted by the laws of the United States, this Plan shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to its conflict of law provisions.
Article VIII. -      SUMMARY INFORMATION
Name of Plan : The name of the plan under which benefits are provided is the CNX Resources Corporation Supplemental Retirement Plan
Plan Sponsor : The Sponsor of the Plan is:
CNX Resources Corporation
1000 CONSOL Energy Drive
Canonsburg, PA 15317
Telephone: 724-485-4000
Plan Administrator : The Plan Administrator of the Plan is:
Investment Committee
CNX Resources Corporation

16



1000 CONSOL Energy Drive Canonsburg, PA 15317
Telephone: 724-485-4000
Employer Identification Number and Plan Number : The Employer Identification Number (EIN) assigned to the Plan Sponsor by the Internal Revenue Service is 51-0337383.
Type of Plan : Nonqualified deferred compensation plan (top hat).
Type of Administration : The Plan is self-administered.
Funding : Benefits payable under the Plan are provided from the general assets of the Company.
Agent for Service of Legal Process : For disputes arising under the Plan, service of legal process may be made upon the General Counsel of Plan Sponsor.
Plan Year : The Plan's fiscal records are kept on a calendar year basis (January 1 to December  31).


CNX Resources Corporation

________________________
By:
Title:


17



APPENDIX A
Retirement Scenarios Under the SERP
EMPLOYMENT
HISTORY
 
Example 1
Example 2
Example 3
Example 4
Example 5
Years (Status)
 
 
 
 
 
 
Years (Status)
 
 
 
 
 
 
Years (Status)
 
 
 
 
5 (separation)
 
Years (Status)
 
 
 
 
(10104)
 
Separation from Service
 
 
 
 
 
 
SERP CALCULATED AS FOLLOWS:
 
 
 
 
 
Service Fraction:
20/20
 
 
 
 
Final Average Pay as of:
Separation from
Service
Frozen as of Final month as a (104)
Separation from
Service
Final
Separation
from Service
Frozen as of Final month as a (104)










4827-5897-2248, v. 2

18


CNX Resources Corporation
DEFINED CONTRIBUTION RESTORATION PLAN
Effective January 1, 2012, As Amended and Restated Effective November 28, 2017
Article I - GENERAL PROVISIONS
1.1
Establishment and Purpose . CNX Resources Corporation previously established the Defined Contribution Restoration Plan (the "Plan") on the terms and conditions hereinafter set forth. The purpose of the Plan is to provide retirement benefits for a select group of management and highly compensated employees of CNX Resources Corporation and its subsidiaries that have adopted the Plan and is intended to qualify as a "top hat" plan under Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
1.2
Pursuant to that certain Separation and Distribution Agreement entered into by and between CONSOL Energy Inc. (now known as CNX Resources Corporation, EIN 51-0337383) (the "Company") and CONSOL Mining Corporation (now known as CONSOL Energy Inc., EIN 82-1954058)(“Mining"), dated as of November 28, 2017 (the "Separation and Distribution Agreement"), the Coal Business of the Company was separated from the Company and spun-off to Mining. In addition, pursuant to the Separation and Distribution Agreement, the Employee Matters Agreement by and between the Company and Mining, dated November 28, 2017, and related ancillary agreements (the "Transaction Agreements"), the account balances and accrued benefits of certain CoalCo Group Employees and Former CoalCo Group Employees (as such terms are defined in the Employee Matters Agreement) and their respective beneficiaries and/or alternate payees, and such other transferred employees for whom Mining expressly agreed under the Transaction Agreements to assume such obligations, if any, under the Plan, as amended were spun-off and transferred to Mining, a conclusive list of which is maintained by the Investment Committee (the "Transferred Obligations").
1.3
Effective Date . The Plan is effective January 1, 2012. This Restatement is effective November 28, 2017.
ARTICLE II      - DEFINITIONS
For the purpose of this Plan, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise:
2.1
Account . "Account" means the notional account or accounts maintained on the books of the Company used solely to calculate the amount payable to each Participant under this Plan and which shall not constitute a separate fund of assets. Accounts transferred as part of the Transferred Obligations will cease to be accounts hereunder.
2.2
Award Period . "Award Period" means each calendar year.





2.3
Beneficiary . "Beneficiary" means one or more persons or entities designated by the Participant to receive any Plan benefits payable after the Participant's death.
2.4
Board . "Board" means the Board of Directors of the Company.
2.5
Bonus . "Bonus" means the Participant's regular annual bonus compensation paid under the CNX Resources Corporation Short Term Incentive Plan, as amended, or the Executive Annual Incentive Plan, as amended, or any successor plan thereto, earned for services rendered by a Participant during an Award Period, and shall exclude all other bonus compensation paid to a Participant.
2.6
Cause . "Cause" means (i) a charge, indictment or conviction of, or a plea of guilty or nolo contendere to, a misdemeanor involving moral turpitude or a felony, whether or not in connection with the performance by a Participant of his or her duties or obligations to the Company or any Subsidiary; (ii) theft relating to the business of the Company or any Subsidiary or dishonesty with respect to a material aspect of the business of the Company or any Subsidiary; (iii) gross negligence or willful misconduct in the performance of the Participant's duties or obligations to the Company or any Subsidiary, or engaging in illegal activity in connection therewith, including, without limitation, a Participant's engagement in any act or course of conduct that would result in the termination or revocation of, or jeopardize the renewal of, any licenses, permits, consents, authorization, approvals or material agreements necessary for the Company or any Subsidiary to conduct its business or that would have an adverse effect on the Company or any Subsidiary; (iv) violation of any provision of any nonsolicitation, noncompetition or nondisclosure contained in any agreement entered into by and between a Participant and the Company and/or any Subsidiary; or (v) "cause" as defined in the Participant's employment and/or change of control agreement, if any, with the Company or any Subsidiary. The determination as to whether or not Cause exists will be made by the Investment Committee and the CEO of the Company ("CEO") in accordance with its discretionary powers under Article VII; provided, however, that the Board shall make the determination as to whether or not Cause exists with respect to the CEO. The Investment Committee and the CEO shall periodically report to the Board as to its determinations, if any, with respect to determinations of Cause.
2.7
Change in Control . "Change in Control" means the occurrence of any of the following events:
(i)      the acquisition after the date hereof by any individual, entity or group (within the meaning of section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 35% of the combined voting power of the then outstanding voting stock of the Company; provided, however, that for purposes of this subsection (i), the following acquisitions will not constitute a Change in Control: (A) any issuance of voting stock of the Company directly from the Company that is approved by the Incumbent Board (as defined in subsection (ii), below), (B) any acquisition by the Company of voting stock of the Company, (C) any acquisition of voting stock of the Company by any employee benefit plan (or related trust)


2



sponsored or maintained by the Company or any Subsidiary, (D) any acquisition of voting stock of the Company by an underwriter holding securities of the Company in connection with a public offering thereof, or (E) any acquisition of voting stock of the Company by any Person pursuant to a Business Combination that complies with clauses (A), (B) and (C) of subsection (iii), below; or
(ii)      individuals who constitute the Board as of the Effective Date (the "Incumbent Board," as modified by this subsection (ii)), cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a Director subsequent to such date whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least two thirds of the Directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) will be deemed to have then been a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii)      consummation of a reorganization, merger or consolidation of the Company or a direct or indirect wholly owned subsidiary thereof, a sale or other disposition (whether by sale, taxable or nontaxable exchange, formation of a joint venture or otherwise) of all or substantially all of the assets of the Company, or other transaction involving the Company (each, a "Business Combination"), unless, in each case, immediately following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners of voting stock of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding shares of voting stock of the entity resulting from such Business Combination or any direct or indirect parent corporation thereof (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries), (B) no Person other than the Company beneficially owns 25% or more of the combined voting power of the then outstanding shares of voting stock of the entity resulting from such Business Combination or any direct or indirect parent corporation thereof (disregarding all "acquisitions" described in clauses (A) - (C) of subsection (i)), and (C) at least a majority of the members of the Board of Directors of the entity resulting from such Business Combination or any direct or indirect parent corporation thereof were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or (iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to a Business Combination that complies with clauses (A), (B) and (C) of subsection (iii).


3



Notwithstanding the foregoing or any provision of this Agreement to the contrary, it is intended that the forgoing definition of Change in Control qualify as a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation, within the meaning of Treas. Reg. § 1.409A-3(i)(5), and this Agreement shall be interpreted and construed to effectuate such intent.
2.8
Code . "Code" means the Internal Revenue Code of 1986, as amended.
2.9
Committee . "Committee" means the Compensation Committee of the Board.
2.10
Company . "Company" means CNX Resources Corporation (formerly known as CONSOL Energy Inc., EIN 51-0337383).
2.11
Compensation . "Compensation" means a Participant's annual base salary as in effect on December 31st of each Award Period, plus Bonus for the respective Award Period. For purposes of this Plan, Compensation shall be determined without regard to any pre-tax salary reduction amounts, including but not limited to amounts any amounts voluntarily deferred by the Participant pursuant to the Company's tax qualified plans maintained under § 401(a) or § 125 of the Code, or pursuant to any non-qualified plan which permits the voluntary deferral of compensation.
2.12
Compensation Credits . "Compensation Credits" mean the amounts added to an Account pursuant to Article IV.
2.13
Compensation Limi t . "Compensation Limit" means annual compensation limit specified under § 401(a)(17) of the Code, as adjusted from time to time.
2.14
Disability Termination . "Disability Termination" means a termination of employment because a Participant: (1) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or to last for a continuous period of not less than 12 months; or (2) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan of the Company or its Subsidiaries.
2.15
Interest Credits . "Interest Credits" means the amount credited to a Participant's Account(s) in accordance with the provisions of Article IV, calculated utilizing the Moody's Seasonal Aaa Corporate Bond Rate, compounded on a daily basis, or such other basis as may be determined from time to time by the Committee. This rate may be reset by the Committee from time to time.
2.16
Investment Committee . "Investment Committee" means the Committee as defined in Section 1.12 of the CNX Resources Corporation Investment Plan for Salaried Employees.


4



2.17
Participant . "Participant" means any eligible employee who has Compensation in excess of the Compensation Limit for any Award Period; provided, however, the foregoing provisions shall not limit the Committee's discretion to determine whether an employee remains eligible to continue to actively participate in the Plan; provided, however, that as of November 28, 2017, Participant shall not include any individual for whom Mining assumed the Transferred Obligations.
2.18
Plan . "Plan" means this Defined Contribution Restoration Plan, as amended from time to time.
2.19
Qualified Plan . "Qualified Plan" means the Company Employee Retirement Plan, as amended, and/or such other plan(s) as designated by the Investment Committee.
2.20
Section 409A . "Section 409A" shall mean Section 409A of the Code, the regulations and other binding guidance promulgated thereunder.
2.21
Separation from Service . "Separation from Service" shall mean a Participant's death, retirement or other termination of employment with the Company and all of its controlled group members within the meaning of Section 409A. For purposes hereof, the determination of controlled group members shall be made pursuant to the provisions of Section 414(b) and 414(c) of the Code; provided that the language "at least 50 percent" shall be used instead of "at least 80 percent" in each place it appears in Section 1563(a)(1), (2) and (3) of the Code and Treas. Reg. § 1.414(c)-2; provided, further, where legitimate business reasons exist (within the meaning of Treas. Reg. § 1.409A-1(h)(3)), the language "at least 20 percent" shall be used instead of "at least 80 percent" in each place it appears. Whether a Participant has a Separation from Service will be determined based on all of the facts and circumstances and in accordance with the guidance issued under Section 409A.
2.22
Specified Employees . "Specified Employees" means key employees of the Company, as defined in Section 416(i) of the Code without regard to paragraph (5) thereof, as determined in accordance with the procedures established by the Committee.
2.23
Subsidiary . "Subsidiary" means, unless excluded by the Committee, any entity in which the Company owns or otherwise controls, directly or indirectly, stock or other ownership interests having the voting power to elect a majority of the board of directors, or other governing group having functions similar to a board of directors, as determined by the Committee. An entity shall be considered to be a "Subsidiary" only for the period of time in which the ownership test and the Committee approval set forth above have been met.
ARTICLE III      - ELIGIBILITY AND PARTICIPATION
3.1
Eligibility and Participation .
a)
Participation in the Plan is limited to officers and key management employees of the Company and its Subsidiaries who are designated by the Committee as eligible to participate in the Plan and who are within the category of a select group of


5



management and highly compensated employees as referred to in Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Unless and until changed by the Committee, an employee of the Company or a Subsidiary will only be eligible if the employee has Compensation in excess of the Compensation Limit. Notwithstanding the foregoing or any provision of this agreement to the contrary, an employee who is eligible to participate and accrue benefits in the CNX Resources Corporation Supplemental Retirement Plan at any time during an Award Period shall be ineligible to participate in the Plan. Notwithstanding any provision of this Plan to the contrary, effective as of November 28, 2017, Participant shall not include any individuals for whom the Company transferred and Mining assumed the Transferred Obligations, such persons having no benefits payable under this Plan.
b)
A Participant shall cease to be a Participant upon receiving payment for the full amount of benefits to which the Participant is entitled under the Plan or if such benefits are forfeited pursuant to the terms of the Plan or if such Participant's benefits are part of the Transferred Obligations.
c)
Notwithstanding anything in this Plan to the contrary, the Committee may terminate a Participant's participation in the Plan at any time, in its sole and absolute discretion. If Participant no longer meets the basic eligibility standards, the Participant's participation in the Plan shall automatically terminate, with no further act on the part of the Committee, Company, Investment Committee, or any Subsidiary, and the Participant shall cease to continue to participate in, and accrue benefits under, this Plan except as specifically provided hereunder.
d)
A Participant must be employed on September 30th of an Award Period to be eligible to receive a Compensation Credit for such Award Period; provided, however, that for the 2017 Plan Year, a Participant will not receive a Compensation Credit if such Participant’s benefits were part of the Transferred Obligations.
3.2
Cause .
a)
Notwithstanding anything in this Plan to the contrary, if (i) a Participant's employment with the Company or any Subsidiary terminates on account of Cause (which includes voluntary resignation in lieu of involuntary termination on account of Cause), or (ii) Cause otherwise exists at any time by reason of a violation of Subsection (ii) or (iv) of the definition of Cause, or if such a violation is discovered following the date a Participant's employment with the Company or any Subsidiary has terminated, regardless of the reason for such termination (any of which is a "Cause Event"), no benefits will be payable hereunder. Additionally, all benefits of any nature, whether vested or unvested, shall be forfeited without payment by the Plan, the Company or any Subsidiary and the Participant shall have no further rights under the Plan.


6



b)
In addition to the forfeiture provisions set forth in Section 3.2(a), and in addition to any other rights at law or in equity, in the event a Cause Event occurs with respect to a Participant, each Participant, by participating in this Plan, agrees that within ten (10) days after the date the Company provides such Participant notice of the occurrence of a Cause Event, the Participant shall pay to the Company in cash an amount equal to any and all distributions paid to or on behalf of such Participant under this Plan within the six (6) month period prior to the date of the Company provides notice of the Cause Event. Each Participant agrees that failure to make such timely payment to the Company constitutes an independent and material breach of the terms and conditions of this Plan, for which the Company may seek recovery of the unpaid amount as liquidated damages, in addition to all other rights and remedies the Company may have resulting from a determination that Cause exists. The Participants agree that timely payment to the Company, as set forth in this provision of the Plan, is reasonable and necessary because the compensatory damages that will result from a Cause determination cannot readily be ascertained. Further, the Participants agree that timely payment to the Company as set forth in this provision of the Plan is not a penalty, and it does not preclude the Company from seeking all other remedies that may be available to the Company, including without limitation those set forth in this Section 3.2 and in any employment or other agreement between the Participant and the Company.
c)
For purposes of Section 2.6 and this Section 3.2, the term "Subsidiary" shall be determined solely on the basis of whether the Company owns or otherwise controls, directly or indirectly, stock or other ownership interests having the voting power to elect a majority of the board of directors, or other governing group having functions similar to a board of directors, and not on the basis of whether the entity has adopted this Plan.
ARTICLE IV      - DEFERRED COMPENSATION ACCOUNT
4.1
Accounts . The Compensation Credits granted to a Participant under the Plan shall be added to the Participant's Account as set forth in this Article.
4.2
Contributions to Account . Compensation Credits will be made based upon the formula A minus B, as follows:
A = 9% times (Base Salary plus Bonus); less
B = 6% times the lesser of: (i) Base Salary; or (ii) the Compensation Limit in effect during the Award Period.

4.3
Timing of Credits .


7



a)
Except as otherwise provided herein, a Participant's Compensation Credits for an Award Period shall be added to the Participant's Account on or about April 1st following the end of the Award Period.
b)
Interest Credits, if any, will be credited annually to each Participant's Account in accordance with the procedures established by Investment Committee. All Interest Credits will cease upon commencement of benefits. No Interest Credits will be credited for the year in which benefits commence.
4.4
Change in Status . Notwithstanding Sections 4.2 and 4.3, Compensation Credits for the year in which Participant terminates employment will be provided as follows:
Change in Status
Inputs for Benefit Formula
Credit Date
Voluntary Change:
Early Retirement
·     Normal Retirement
·     Termination (not listed below )
If event occurs prior to September 30th
If event occurs on or after September 30th - Base Salary plus actual Bonus
No credits.
In accordance with Section 4.3(a).
Involuntary Change:
·     Incapacity Retirement
·     Death
·     Disability Termination
·     Change of Control (double trigger)
·     Reduction in Force
If event occurs prior to September 30th, Base Salary and target Bonus.
If event occurs on or after September 30th, Base Salary and actual Bonus.
End of month following month containing event.
In accordance with Section 4.3(a).

For purposes of this Section 4.4, Normal Retirement, Early Retirement and Incapacity Retirement will have the meanings ascribed to them in the Qualified Plan.
4.5
Vesting of Accounts . Each Participant shall be 100% vested at all times in the amounts credited to such Participant's Account. Notwithstanding this Section 4.5, a Participant can forfeit all vested amounts as provided herein.
4.6
Statement of Accounts . The Investment Committee may provide to each Participant a statement showing the balances in the Participant's Account on an annual basis.


ARTICLE V      - PLAN BENEFITS
5.1
Distribution Dates . The vested portion of a Participant's Account shall be distributed to the Participant as follows:


8



a)
Benefits shall be paid in two hundred forty (240) equal monthly installments, which each installment equal to the value of the Account at commencement divided by two hundred forty (240). Benefits shall commence in the month immediately following the later to occur of: (i) the month in which Participant turns age 60; or (ii) the month containing the six-month anniversary date of the Participant's Separation From Service.
b)
A Participant may designate a Beneficiary as provided under Article VI hereunder. The Beneficiary will be eligible to receive the balance of the monthly installments that the Participant does not receive on account of the death of the Participant. Said balance shall be paid in the same monthly amount, and at the same time and manner as the Participant was receiving prior to his or her death for the remainder of the two hundred forty (240) month term.
5.2
Small Account . The Committee, in its discretion, may distribute the Participant's Accounts in a lump sum if the present value of the Participant's remaining unpaid Account (and all other amounts required to be aggregated with such accounts under Section 409A) falls below the applicable dollar amount under Section 402(g)(1)(B) of the Code then in effect. Any such exercise of discretion shall be evidenced in writing not later than the date of payment.
5.3
Withholding; Payroll Taxes . All benefits under the Plan shall be subject to income, employment and other tax withholding as required by applicable law. At the time that tax withholding is required, if an amount is payable under the Plan to the Participant, the amount of the required tax withholding shall be withheld from such payment. If, however, an amount is not then payable or the amount payable under the Plan to the Participant is less than the required withholding, the Participant shall pay to the Company, not later than the date such withholding is required, the amount of the required tax withholding or, at the sole election of the Company, the amount of required tax withholding shall be withheld from other compensation or amounts payable to the Participant. The Participant shall hold the Company harmless from any liability for acting to satisfy the withholding obligation in this manner.
5.4
Payment to Guardian . If a Plan benefit is payable to a minor or a person declared incompetent or to a person incapable of handling the disposition of the property, the Committee may direct payment to the guardian, legal representative or person having the care and custody of such minor, or incompetent person. The Committee may require proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to distribution. Such distribution shall completely discharge the Committee, Investment Committee and Company from all liability with respect to such benefit.
5.5
Effect of Paymen t . The full payment of the applicable benefit under this Plan shall completely discharge all obligations on the part of the Plan, the Company, any Subsidiary, the Committee and the Investment Committee to the Participant (and the Participant's Beneficiary) with respect to the operation of this Plan, and the Participant's (and Participant's Beneficiary's) rights under this Plan shall terminate.
ARTICLE VI      - BENEFICIARY DESIGNATION


9



6.1
Beneficiary Designation . Each Participant shall have the right, at any time, to designate one (l) or more persons as Beneficiary (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event of Participant's death prior to complete distribution of the Participant's vested Account balance. If any class has more than one member, and any member predeceases Participant or otherwise is ineligible for benefits, the remaining members of the class will receive all benefits proportionately. Each Beneficiary designation shall be in a written form acceptable to the Committee or Investment Committee and shall be effective only if filed with the Investment Committee during the Participant's lifetime.
6.2
Changing Beneficiary . Any Beneficiary designation may be changed by filing of a new Beneficiary designation with the Investment Committee. Any such new Beneficiary designation shall cancel all prior designations previously filed by the Participant.
6.3
No Beneficiary Designation . If any Participant fails to designate a Beneficiary in the manner provided above, if the designation is void as to all Beneficiaries, the Participant's Beneficiary shall be the person in the first of the following classes in which there is a survivor:
a)
The Participant's surviving spouse;
b)
The Participant's children in equal shares, except that if any of the children predeceases the Participant but leaves surviving issue, then such issue shall take by right of representation the share the deceased child would have taken if living; or
c)
The Participant's estate.
6.4
Effect of Payment . Payment to the Beneficiary shall completely discharge the Company's obligations under this Plan.
ARTICLE VII      - ADMINISTRATION
7.1
Duties .    The Investment Committee (and the Committee, where the Committee exercises powers hereunder, or the CEO with respects to determinations of Cause as specified herein) shall administer the Plan and have sole and absolute authority and discretion to decide all matters relating to the administration of the Plan, including, without limitation: determining the rights and status of Participants or their beneficiaries under the Plan; interpreting the Plan; adopting administrative rules, regulations, and guidelines for the Plan; making factual determinations (including determinations as to the designation of beneficiaries); and correcting any defect, supplying any omission or reconciling any inconsistency or conflict in the Plan. In general, the Investment Committee will utilize and follow the administrative rules and practices that are utilized under the CNX Resources Corporation Investment Plan for Salaried Employees. The Investment Committee's determinations under the Plan (and the Committee's determinations under the Plan where the Committee exercises powers hereunder) need not be uniform among all Participants, or classes or categories of Participants, and may be applied to such Participants, or classes or categories of Participants, as the Investment Committee (or the Committee, where applicable), in its sole and absolute discretion, considers necessary, appropriate or desirable. All determinations by the


10



Investment Committee (and the Committee, where applicable or the CEO with respects to determinations of Cause as specified herein) shall be final, conclusive and binding on the Company, the Participant and any and all interested parties.
7.2
Agents . The Investment Committee (and the Committee, where applicable) may delegate such of its powers and authority under the Plan to the Company's officers as it deems necessary or appropriate. In the event of such delegation, all references to the Investment Committee in this Plan (and the Committee, where applicable) shall be deemed references to such officers as it relates to those aspects of the Plan that have been delegated.
7.3
Binding Effect of Decisions . Any action taken by the Investment Committee (and the Committee, where applicable) with respect to the rights or benefits under the Plan of any Participant shall be revocable by the Investment Committee (and the Committee, where applicable) as to payments not yet made to such person, and acceptance of any deferred compensation benefits under the Plan constitutes acceptance of and agreement to the Investment Committee's (or the Committee, where applicable) or the Company's making any appropriate adjustments in future payments to such person (or to recover from such person) any excess payment or underpayment previously made to him.
7.4
Indemnity of Committee . the Company shall indemnify and hold harmless the members of the Committee and, where applicable, the Investment Committee, against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan on account of such member's service on the Committee, and, where applicable, the Investment Committee, except in the case of gross negligence or willful misconduct.
ARTICLE VIII      - CLAIMS PROCEDURE
8.1
Claim . Any person or entity claiming a benefit, requesting an interpretation or ruling under the Plan (hereinafter referred to as "Claimant"), or requesting information under the Plan shall present the request in writing to the Investment Committee, which shall respond in writing as soon as practical.
8.2
Denial of Claim . If the claim or request is denied, the written notice of denial shall state:
a)
The reasons for denial, with specific reference to the Plan provisions on which the denial is based;
b)
A description of any additional material or information required and an explanation of why it is necessary; and
c)
An explanation of the Plan's claim review procedure.
8.3
Review of Claim . Any Claimant whose claim or request is denied or who has not received a response within sixty (60) days may request a review by notice given in writing to the Committee. Such request must be made within sixty (60) days after receipt by the Claimant of the written notice of denial, or in the event Claimant has not received a response sixty


11



(60) days after receipt by the Committee of Claimant's claim or request. The claim or request shall be reviewed by the Committee which may, but shall not be required to, grant the Claimant a hearing. On review, the claimant may have representation, examine pertinent documents, and submit issues and comments in writing.
8.4
Final Decision . The decision on review shall normally be made within sixty (60) days after the Committee's receipt of claimant's claim or request. If an extension of time is required for a hearing or other special circumstances, the Claimant shall be notified and the time limit shall be one hundred twenty (120) days. The decision shall be in writing and shall state the reasons and the relevant Plan provisions. All decisions on review shall be final and bind all parties concerned.
8.5
Further Proceedings . If a Participant's claim for benefits is denied in whole or in part, such Participant may file suit only in a state or federal court located in Allegheny County, Pennsylvania. Before such Participant may file suit in a state or federal court, Participant must exhaust the Plan's administrative claims procedures. If any such judicial or administrative proceeding is undertaken, the evidence presented will be strictly limited to the evidence timely presented to the Plan Administrator and the Company . In addition, any such judicial or administrative proceeding must be filed within six (6) months after the earlier of the Company's final decision under Section 8.4 or within three (3) years of when it could first be brought, it will be forever barred.
ARTICLE IX      - AMENDMENT AND TERMINATION OF PLAN
9.1
Amendment . the Company may at any time (without the consent of any Participant) modify, amend or terminate any or all of the provisions of this Plan; provided, however, that no modification, amendment or termination of this Plan shall adversely affect the rights of a Participant under the Plan with respect to benefits earned and credited under the Plan without the consent of such Participant. Notwithstanding the foregoing or any provision of the Plan to the contrary, the Company may at any time (in its sole discretion and without the consent of any Participant) modify, amend or terminate any or all of the provisions of this Plan or take any other action, to the extent necessary or advisable to conform the provisions of the Plan with Section 409A of the Code, the regulations issued thereunder or an exception thereto, regardless of whether such modification, amendment or termination of this Plan or other action shall adversely affect the rights of a Participant under the Plan. Termination of this Plan shall not be a distribution event under the Plan unless otherwise permitted under Section 409A.
9.2
Company's Right to Terminate . Without limiting the generality of Section 9.1, the Vice President - Human Resources of the Company, subject to the consent of the President of the Company, may amend, modify or restate the Plan to: (i) effectuate compliance with legal requirements or changes in applicable laws or regulations (including 409A as set forth above in Section 9.1); and (ii) effectuate other changes which the Vice President - Human Resources believes to be desirable, including, but not limited to, amendments to facilitate the proper and efficient management and administration of the Plan; provided , that except for amendments to the Plan to effectuate compliance with legal requirements or changes in


12



applicable laws or regulations, no amendments shall be made by the Vice President - Human Resources pursuant to this authority which would materially increase or decrease benefits, or which would materially increase the costs of such Plans, including the cost of maintenance or administration.
ARTICLE X      - MISCELLANEOUS
10.1
Unfunded Plan . This plan is an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of "management or highly-compensated employees" within the meaning of Sections 201, 301, and 401 of ERISA, and therefore is exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.
10.2
Company Obligation . The obligation to make benefit payments to any Participant under the Plan shall be an obligation solely of the Company with respect to the deferred Compensation receivable from, and contributions by, that Company and shall not be an obligation of another company; provided, however, that a Subsidiary that covers its employees will be solely responsible for benefit payments to such employees.
10.3
Section 409A . Notwithstanding any provision of the Plan to the contrary, the provisions of the Plan shall be administered, interpreted and construed in accordance with Section 409A, the regulations and other binding guidance promulgated thereunder (or disregarded to the extent such provision cannot be so administered, interpreted or construed). It is intended that distribution events authorized under the Plan qualify as permissible distribution events for purposes of Section 409A of the Code, and the Plan shall be interpreted and construed accordingly in order to comply with Section 409A of the Code, the regulations and other binding guidance promulgated thereunder. Accordingly, if a Participant is a Specified Employee for purposes of Section 409A and a payment subject to Section 409A to the Participant is due upon Separation from Service, such payment shall be delayed for a period of six (6) months after the date the Participant Separates from Service (or, if earlier, the death of the Participant). the Company reserves the right to accelerate, delay or modify distributions to the extent permitted under Section 409A. Notwithstanding any provision of the Plan to the contrary, in no event shall the Committee or Board (or any member thereof), or the Company (or its employees, officers, directors or affiliates) have any liability to any Participant (or any other person) due to the failure of the Plan to satisfy the requirements of Section 409A or any other applicable law.
10.4
Unsecured General Creditor . Notwithstanding any other provision of this Plan, Participants and Participants' Beneficiary shall be unsecured general creditors, with no secured or preferential rights to any assets of Company, a Subsidiary or any other party for payment of benefits under this Plan. Any property held by Company or a Subsidiary for the purpose of generating the cash flow for benefit payments shall remain its general, unpledged and unrestricted assets. Company's and Subsidiary's obligations under the Plan shall be an unfunded and unsecured promise to pay money in the future.
10.5
Trust Fund . Company shall be responsible for the payment of all benefits provided under the Plan. At its discretion, Company may establish one (1) or more trusts, with such trustees


13



as the Board may approve, for the purpose of assisting in the payment of such benefits. Although such a trust shall be irrevocable, its assets shall be held for payment of all Company's general creditors in the event of insolvency. To the extent any benefits provided under the Plan are paid from any such trust, Company shall have no further obligation to pay them. If not paid from the trust, such benefits shall remain the obligation of Company.
10.6
Nonassignability . Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant's or any other person's bankruptcy or insolvency.
10.7
Not a Contract of Employmen t . This Plan shall not constitute a contract of employment between Company and a Subsidiary and the Participant. Nothing in this Plan shall give a Participant the right to be retained in the service of Company or a Subsidiary or to interfere with the right of the Company or Subsidiary to discipline or discharge a Participant at any time.
10.8
Protective Provisions . A Participant will cooperate with Company by furnishing any and all information requested by Company, in order to facilitate the payment of benefits hereunder, and by taking such physical examinations as Company may deem necessary and taking such other action as may be requested by Company.
10.9
Governing Law . The provisions of this Plan shall be construed and interpreted according to the laws of the Commonwealth of Pennsylvania, except as preempted by federal law.
10.10
Validity . If any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein.
10.11
Notice . Any notice required or permitted under the Plan shall be sufficient if in writing and hand delivered or sent by registered or certified mail. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Mailed notice to the Committee shall be directed to the Company's address. Mailed notice to a Participant or Beneficiary shall be directed to the individual's last known address in company's records.
10.12
Successors . The provisions of this Plan shall bind and inure to the benefit of Company and its successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of Company, and successors of any such corporation or other business entity.


14



CNX Resources Corporation

/s/ Stephanie L. Gill    
By: Stephanie L. Gill
Title: Vice President, General Counsel and Corporate Secretary







15
Execution Version







PURCHASE AND SALE AGREEMENT
by and among
CNX MIDSTREAM PARTNERS LP
CNX MIDSTREAM DEVCO I LP
CNX MIDSTREAM DEVCO III LP
and
CNX GATHERING LLC

and for purposes of Section 5.2 only,
CNX MIDSTREAM DEVCO I GP LLC, CNX MIDSTREAM DEVCO III GP LLC and
CNX MIDSTREAM OPERATING COMPANY LLC

dated as of
February 7, 2018


TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS; RULES OF CONSTRUCTION 2
1.1 Definitions     2
1.2 References and Rules of Construction     2
ARTICLE II. PURCHASE AND SALE; CONSIDERATION; ACKNOWLEDGEMENTS 3
2.1 Purchase and Sale     3
2.2 Purchase Price     3
2.3 Purchase Price Adjustments     3
2.4 Assumed Liabilities     4
2.5 Transaction Taxes     5
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF CNX GATHERING 5
3.1 Organization and Existence     5
3.2 Authority and Approval; Enforceability     5
3.3 No Conflict     5
3.4 Consents     6
3.5 Proceedings; Laws and Regulations     6
3.6 Management Projections and Budgets     7
3.7 Title to Interests     7
3.8 Brokerage Arrangements     8
3.9 No Preferential Rights     8
3.10 Real Property; Rights-of-Way.     8
3.11 Environmental Matters     9
3.12 Shirley-Penns Assets     9
3.13 Permits.     9
3.14 Contracts.     10
3.15 Insurance     10
3.16 Taxes     10
3.17 No Other Representations or Warranties     11
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP PARTIES 11
4.1 Organization and Existence     11
4.2 Authority and Approval; Enforceability     11
4.3 No Conflict     11
4.4 Consents     12
4.5 Laws and Regulations; Litigation     12
4.6 Delivery of Fairness Opinion     12
4.7 Brokerage Arrangements     13
4.8 No Other Representations or Warranties     13
ARTICLE V. COVENANTS AND AGREEMENTS 13
5.1 Interim Operation of the Shirley-Penns Assets     13
5.2 Reorganization     13
5.3 Consents     14
5.4 HSR Act     15
5.5 Further Assurances     15
5.6 Financing Cooperation     15
5.7 Tax Covenants     16
ARTICLE VI. CONDITIONS TO CLOSING 16
6.1 Conditions to the Obligations of Each Party     16
6.2 Conditions to the Obligations of the Partnership Parties     17
6.3 Conditions to the Obligations of CNX Gathering     17
ARTICLE VII. CLOSING 18
7.1 Closing     18
7.2 Deliveries by CNX Gathering     18
7.3 Deliveries by the Partnership Parties     18
ARTICLE VIII. INDEMNIFICATION 19
8.1 Indemnification of CNX Gathering     19
8.2 Indemnification of the Partnership Parties     19
8.3 Demands     19
8.4 Right to Contest and Defend     19
8.5 Cooperation     20
8.6 Right to Participate     20
8.7 Payment of Damages     20
8.8 Limitations on Indemnification     20
8.9 Survival     21
8.10 Sole Remedy     21
8.11 Express Negligence Rule     22
8.12 Knowledge     22
ARTICLE IX. TERMINATION 22
9.1 Events of Termination     22
9.2 Effect of Termination     22
ARTICLE X. MISCELLANEOUS 23
10.1 Expenses     23
10.2 Right of Offset     23
10.3 Notices     23
10.4 Governing Law     24
10.5 Public Statements     24
10.6 Form of Payment     24
10.7 Entire Agreement; Amendments and Waivers     24
10.8 Binding Effect and Assignment     25
10.9 Severability     25
10.10 Interpretation     25
10.11 Counterparts     25

APPENDICES AND EXHIBITS
Appendix I
Definitions

Exhibit A-1
Form of SP Holdings Assignment
Exhibit A-2
Form of CNX Assignment
Exhibit A-3
Form of DevCo Assignment
Exhibit B
Form of First Amendment to CNX GGA
Exhibit C-1
Shirley-Penns System Maps
Exhibit C-2
Gathering System
Exhibit C-3
Real Property Interests
Exhibit D-1
CNX Gathering Shirley-Penns Assets
Exhibit D-2
CNX Gathering Shirley-Penns Contracts



PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (this “ Agreement ”) is made and entered into as of February 7, 2018 by and among CNX Midstream Partners LP, a Delaware limited partnership (the “ Partnership ”), CNX Midstream DevCo I LP, a Delaware limited partnership (“ DevCo I LP ”), CNX Midstream DevCo III LP, a Delaware limited partnership (“ DevCo III LP ”), and CNX Gathering LLC, a Delaware limited liability company (“ CNX Gathering ”), and for purposes of Section 5.2 only, CNX Midstream DevCo I GP LLC, a Delaware limited liability company (“ GP I ”), CNX Midstream DevCo III GP LLC, a Delaware limited liability company (“ GP III ”), and CNX Midstream Operating Company LLC, a Delaware limited liability company (“ OpCo ”). The Partnership, DevCo I LP, DevCo III LP and CNX Gathering are sometimes referred to in this Agreement individually as a “ Party ” and collectively as the “ Parties .”
RECITALS :
WHEREAS , CNX Gas Company LLC, a Virginia limited liability company (“ CNX ”), owns 100% of the membership interests in CNX Gathering, which owns (a) 100% of the membership interests in CNX Midstream GP LLC, a Delaware limited liability company (the “ General Partner ”), and general partner of the Partnership, (b) a 95% limited partner interest in DevCo III LP, which owns the DevCo Shirley-Penns Assets (as defined below) and (c) the CNX Shirley-Penns Assets (as defined below);
WHEREAS , the Partnership owns 100% of the membership interests in OpCo, which owns (a) 100% of the membership interests in GP I, which owns a 75% general partner interest in DevCo I LP, (b) a 25% limited partner interest in DevCo I LP and (c) 100% of the membership interests in GP III, which owns a 5% general partner interest in DevCo III LP;
WHEREAS , DevCo III LP has funded the acquisition and all other costs associated with the real property included in the CNX Shirley-Penns Assets and administers the contracts included in the CNX Shirley-Penns Assets;
WHEREAS , CNX, as shipper, and OpCo, DevCo I LP, CNX Midstream DevCo II LP, a Delaware limited partnership, and DevCo III LP, collectively, as gatherer, are parties to that certain Second Amended and Restated Gas Gathering Agreement, dated as of January 3, 2018 (the “ CNX GGA ”);
WHEREAS , in accordance with the terms of this Agreement (collectively, the “ Transaction ”):
(a) prior to the Closing (as defined below), (i) DevCo III LP shall form a wholly-owned limited liability company (“ SP Holdings ”) and contribute, assign, transfer, convey and deliver to SP Holdings the DevCo Shirley-Penns Assets, (ii) CNX Gathering shall assign, transfer, convey and deliver to SP Holdings the CNX Shirley-Penns Assets; and (iii) following such contribution from DevCo III LP and assignment from CNX Gathering, DevCo III LP shall distribute 95% of the membership interests in SP Holdings (the “ CNX Interests ”) to CNX Gathering and 5% of the membership interests in SP Holdings (the “ DevCo Interests ”) to GP III;
(b) in connection with the Closing, (i) CNX Gathering shall assign, transfer, convey and deliver to DevCo I LP, as designee of the Partnership, and DevCo I LP, as the Partnership’s designee, will receive, accept and acquire from CNX Gathering, the CNX Interests in exchange for the Purchase Price (as defined below) and (ii) GP III shall assign, transfer, convey and deliver to DevCo I LP, as designee of the Partnership, and DevCo I LP, as the Partnership’s designee, will receive, accept and acquire from GP III, the DevCo Interests; and
(c) in connection with the Closing, the Partnership and CNX desire to amend (or cause to be amended) the CNX GGA to reflect the transactions contemplated by this Agreement as set forth in that certain First Amendment to CNX GGA substantially in the form attached as Exhibit B (the “ CNX GGA Amendment ”);
WHEREAS , the Conflicts Committee (the “ Conflicts Committee ”) of the Board of Directors of the General Partner (the “ Board of Directors ”) has previously:
(a) received an opinion (the “ Fairness Opinion ”) of Evercore Group L.L.C., the financial advisor to the Conflicts Committee (the “ Financial Advisor ”), to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, qualifications, limitations and other matters set forth therein, the Purchase Price (as defined below) to be paid by the Partnership pursuant to this Agreement is fair, from a financial point of view, to the Partnership and to the holders of common units representing limited partner interests in the Partnership, other than the General Partner and CNX Resources Corporation, a Delaware corporation, and their respective Affiliates (collectively, the “ Public Unitholders ”);
(b) after an evaluation of, among other things, the Transaction, the Fairness Opinion and the proposed terms and conditions of this Agreement and the other Transaction Documents (as defined below), determined in good faith that the Transaction, including this Agreement and the other Transaction Documents, are in the best interests of the Partnership and the Public Unitholders;
(c) unanimously approved the Transaction, the Transaction Documents and the transactions contemplated thereby upon the terms and conditions set forth in the Transaction Documents, such approval constituting (i) “Special Approval” for purposes of the Partnership Agreement (as defined below) and (ii) approval of the Board of Directors, without necessity of further approval or action by the Board; and
(d) unanimously approved the entry into the Transaction Documents and the consummation of the Transaction upon the terms and conditions set forth in the Transaction Documents by the Partnership or its designee(s);
WHEREAS , the respective Parties have taken or caused to be taken all limited liability company and limited partnership action, as the case may be, required to approve the transactions contemplated by this Agreement.
NOW, THEREFORE , in consideration of the premises and the covenants, conditions and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Article I.
DEFINITIONS; RULES OF CONSTRUCTION
1.1      Definitions . For purposes this Agreement, the capitalized terms used herein and not otherwise defined have the meanings set forth in Appendix I .
1.2      References and Rules of Construction . All references in this Agreement to Appendices, Exhibits, Articles, Sections, subsections and other subdivisions refer to the corresponding Appendices, Exhibits, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Appendices, Exhibits, Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Appendix, Exhibit, Article, Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means “including without limitation.” All references to “$” or “dollars” shall be deemed references to United States dollars. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References to any law means such law as it may be amended from time to time.
Article II.     
PURCHASE AND SALE; CONSIDERATION; ACKNOWLEDGEMENTS
2.1      Purchase and Sale . Upon the terms and subject to the conditions set forth in this Agreement and in the DevCo Assignment, at the Closing, CNX Gathering shall sell, transfer, assign, convey and deliver, and DevCo I LP, as designee of the Partnership, agrees to purchase and pay for the CNX Interests.
2.2      Purchase Price . At the Closing, in consideration for the sale of the CNX Interests, the Partnership shall pay to CNX Gathering an amount of cash equal to $265,000,000 (as adjusted pursuant to Section 2.3 , the “ Purchase Price ”).
2.3      Purchase Price Adjustments .
(a) Adjustments . The Purchase Price shall be adjusted as follows:
(i)      upwards by an amount equal to 95% of the revenues associated with the Shirley-Penns Assets and attributable to the period prior to the Effective Time to the extent that such proceeds have not been received by CNX Gathering;
(ii)      upwards by an amount equal to 95% of the capital and/or operating expenditures related to the development, engineering, permitting, design, procurement, construction, installation and operation of the Shirley-Penns Assets (the “ Asset Expenses ”) paid by CNX Gathering and attributable to the period from and after the Effective Time;
(iii)      downwards by an amount equal to 95% of the revenues associated with the Shirley-Penns Assets and attributable to the period from and after the Effective Time to the extent that such proceeds have been received by CNX Gathering; and
(iv)      downwards by an amount equal to 95% of the Asset Expenses paid by the Partnership Parties and not reimbursed by CNX Gathering and attributable to the period prior to the Effective Time.
(b) Revenue and Expense Allocation . CNX Gathering shall be entitled to all of the rights of ownership attributable to 95% of the Shirley-Penns Assets and shall remain responsible for 95% of the Asset Expenses, in each case, attributable to the period of time prior to the Effective Time. Subject to the occurrence of Closing, the Partnership Parties shall be entitled to all of the rights of ownership attributable to the Shirley-Penns Assets (including the right to all production, proceeds of production and other proceeds), and shall be responsible for all Asset Expenses, in each case, from and after the Effective Time. Subject to Section 2.5 , (i) 95% of all Asset Expenses that are incurred with respect to operations conducted or production prior to the Effective Time shall be paid by or allocated to CNX Gathering and (ii) all Asset Expenses that are incurred with respect to operations conducted or production from and after the Effective Time shall be paid by or allocated to DevCo I LP or SP Holdings.
(c) Purchase Price Statements . Not less than one day prior to the Closing, CNX Gathering shall prepare and deliver to the Partnership a statement setting forth the Purchase Price (using the information available to CNX Gathering at such time, including its good faith estimates where actual adjustments are not available) and providing reasonable supporting documentation used to determine the adjustments set forth in Section 2.3(a) . Not less than 120 days following Closing, CNX Gathering shall prepare and deliver to the Partnership a statement setting forth the Purchase Price based on actual revenues and expenses during the period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Purchase Price and shows the resulting final Purchase Price. Within 30 days following receipt of the final statement, the Partnership may deliver to CNX Gathering a notice setting forth any proposed changes to the final adjustments to the Purchase Price. Following such delivery, CNX Gathering and the Partnership shall use their commercially reasonable efforts to agree on all final adjustments to the Purchase Price no later than 90 days after delivery of the CNX Gathering’s statement.
(d) In the event that the Parties cannot reach agreement within such period of time, either Party may refer the remaining matters in dispute to the Pittsburgh, Pennsylvania office of a nationally recognized accounting firm that is mutually agreeable to the Parties for review and final determination by arbitration. The accounting firm shall conduct the arbitration proceedings in Pittsburgh, Pennsylvania in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Section 2.3 . The Parties shall instruct the accounting firm to deliver to the Parties a written determination within 30 days after submission of the matters in dispute, which shall be final and binding on both Parties, without right of appeal. In determining the proper amount of any adjustment to the Purchase Price, the accounting firm shall not increase the Purchase Price more than the increase proposed by CNX Gathering nor decrease the Purchase Price more than the decrease proposed by the Partnership, as applicable. The accounting firm shall act as an independent neutral expert for the limited purpose of determining the specific disputed matters submitted by the Parties and may not award damages, interest or penalties to the Parties with respect to any matter. CNX Gathering and the Partnership shall each bear its own legal fees and other costs of presenting its case. CNX Gathering shall bear one-half and the Partnership shall bear one-half of the costs and expenses of the accounting firm. Within ten days after the earlier of (i) the expiration of the Partnership’s 30-day review period without delivery of any written report by the Partnership and (ii) the date on which the Parties finally determine the Purchase Price, as adjusted, or the accounting firm finally determines the disputed matters submitted to it, as applicable, (A) the Partnership shall pay to CNX Gathering the amount by which the final adjusted Purchase Price exceeds the amount paid to CNX Gathering at the Closing or (B) CNX Gathering shall pay to the Partnership the amount by which the amount paid to CNX Gathering at the Closing exceeds the final adjusted Purchase Price, as applicable. Any post-closing payment pursuant to this Section 2.3 shall bear interest from the Closing Date to the date of payment at the Prime Rate.
2.4      Assumed Liabilities . Subject to the indemnification rights provided in Section 8.2 , from and after the Closing, the Partnership Group agrees to assume and to pay, discharge and perform as and when due, all Liabilities that first accrue, are caused by, arise out of, are associated with, are in respect of, or are incurred, in each case, at any time prior to, on or after the Effective Time, in connection with the ownership of the CNX Interests and/or the Shirley-Penns Assets or other activities occurring in connection with and attributable to the ownership of the CNX Interests and/or the Shirley-Penns Assets (collectively, the “ Assumed Liabilities ”).
2.5      Transaction Taxes . All sales, use, transfer, filing, registration, business and occupation and similar Taxes arising from or associated with the transactions contemplated by this Agreement other than Taxes based on income (“ Transaction Taxes ”) shall be borne fifty percent (50%) by CNX Gathering and fifty percent (50%) by the Partnership. To the extent under applicable law the transferee is responsible for filing Tax Returns in respect of Transaction Taxes, the Partnership shall prepare and file all such Tax Returns. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize Transaction Taxes. The Party that is not responsible under applicable law for paying the Transaction Taxes shall pay its share of the Transaction Taxes to the responsible Party prior to the due date of such Taxes.
Article III.     
REPRESENTATIONS AND WARRANTIES OF CNX GATHERING
CNX Gathering hereby represents and warrants to the Partnership Parties that:
3.1      Organization and Existence . SP Holdings and each CNX Party has been (or will be once formed) duly formed and is (or will be once formed) validly existing as a limited partnership or limited liability company and is in good standing under the laws of its state of formation, with full power and authority to own, lease and operate its properties and to conduct its business as and where such properties are owned, leased and operated and such business is conducted as of the date of this Agreement. SP Holdings and each CNX Party is (or will be once formed) duly qualified as a foreign limited partnership or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Effect.
3.2      Authority and Approval; Enforceability . Each CNX Party has the power and authority to execute and deliver this Agreement and any other Transaction Document to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by each CNX Party of this Agreement and any other Transaction Document to which it is or will be a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite limited partnership or limited liability company action of such CNX Party. Each of this Agreement and any other Transaction Document to which each CNX Party is or will be a party constitutes or will constitute, upon execution and delivery by such CNX Party, the valid and binding obligation of such CNX Party, enforceable against such CNX Party in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).
3.3      No Conflict . Each of this Agreement, the other Transaction Documents to which a CNX Party is or will be a party and the execution and delivery hereof and thereof by such CNX Party does not, and the fulfilment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not:  
(a)      conflict with any of the provisions of the certificate of formation or limited partnership agreement or limited liability company agreement of such CNX Party;
(b)      conflict with any provision of any law or administrative regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to such CNX Party;
(c)      conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which such CNX Party is a party or by which it is bound or to which the CNX Interests are subject;
(d)      result in the creation of, or afford any Person the right to obtain, any Lien on the CNX Interests under any indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which such CNX Party is a party or by which it is bound or to which any of the CNX Interests are subject; or
(e)      result in the revocation, cancellation, suspension or modification of any Consent possessed by such CNX Party that is necessary or desirable for the ownership, lease or operation of its properties and other assets in the conduct of its business as now conducted;
except, in the case of clauses (b) , (c) , (d) and (e) , as would not have, individually or in the aggregate, a Material Adverse Effect.
3.4      Consents . Except with respect to any approvals required under the HSR Act, no consent, approval, license, permit, order, waiver, or authorization of, or registration, declaration, or filing with any Governmental Authority or other Person (each a “ Consent ”) is required to be obtained or made by or with respect to any CNX Party or the CNX Interests in connection with:  
(a)      the execution, delivery, and performance of this Agreement or the other Transaction Documents, or the consummation of the transactions contemplated hereby and thereby; or
(b)      the enforcement against such CNX Party of its obligations hereunder and thereunder;
except, in each case, as would not have, individually or in the aggregate, a Material Adverse Effect.
3.5      Proceedings; Laws and Regulations .
(a)      There are no pending or, to the Knowledge of CNX Gathering, threatened claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “ Proceedings ”) against CNX Gathering or against or affecting the CNX Interests or the CNX Shirley-Penns Assets, at law or in equity, that would individually, or in the aggregate, have a Material Adverse Effect. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Proceedings are pending or, to the Knowledge of CNX Gathering, threatened to which CNX Gathering is or may become a party that questions or involves the validity or enforceability of any of its obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the transactions contemplated hereby. To the Knowledge of CNX Gathering, there are no pending or threatened Proceedings against DevCo III LP or against or affecting the DevCo Interests or the DevCo Shirley-Penns Assets, at law or in equity, that would individually, or in the aggregate, have a Material Adverse Effect.
(b)      Except as would not, individually or in the aggregate, have a Material Adverse Effect, CNX Gathering is not in violation of, or default under, any law, regulation or any order of any Governmental Authority. Except as would not, individually or in the aggregate, have a Material Adverse Effect, to the Knowledge of CNX Gathering, DevCo III LP is not in violation of, or default under, any law, regulation or order of any Governmental Authority with respect to the DevCo Shirley-Penns Assets.
3.6      Management Projections and Budgets . Over the course of the negotiation and review of the Transaction, CNX Gathering and representatives of certain of its Affiliates have provided various materials to the Conflicts Committee (including those provided to the Financial Advisor) as part of the Conflicts Committee’s review of the Transaction and the CNX Interests, including various presentations, budgets and financial models and including all updates and revisions to such materials (all such materials, collectively, the “ Conflicts Committee Information ”). With respect to the Conflicts Committee Information:
(a)      the projections, budgets and other forward-looking information included in the Conflicts Committee Information, when considering all updates and revisions provided as a part thereof, have a reasonable basis, were prepared in good faith and are consistent with the current expectations of the management of CNX Gathering and its Affiliates; and
(b)      to the Knowledge of CNX Gathering, the Conflicts Committee Information (considering all updates and revisions provided as a part thereof) does not contain any misstatement of a material fact or any omission of a material fact necessary to make the Conflicts Committee Information, taken as a whole and in the light of the circumstances under which it was made, not misleading.
3.7      Title to Interests .
(a)      The CNX Interests (i) represent a 95% member interest in SP Holdings and (ii) were duly authorized and validly issued and are fully paid and non-assessable. The CNX Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to the CNX Interests or any contract, arrangement or agreement to which CNX Gathering or any of its Affiliates is a party or to which it or any of their respective properties or assets is otherwise bound.
(b)      The DevCo Interests (i) represent a 5% member interest in SP Holdings and (ii) were duly authorized and validly issued and are fully paid and non-assessable. The DevCo Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to the DevCo Interests or any contract, arrangement or agreement to which CNX Gathering or any of its Affiliates is a party or to which it or any of their respective properties or assets is otherwise bound.
(c)      CNX Gathering has good and valid record and beneficial title to the CNX Interests, free and clear of any and all Liens (other than restrictions on transfer under applicable federal and state securities laws and any Lien under the CNX Credit Facility), and, except as provided or created by the organizational documents of SP Holdings, the Securities Act or applicable securities laws, the CNX Interests are free and clear of any restrictions on transfer, Taxes or claims. There are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for the CNX Interests, or for the repurchase or redemption of the CNX Interests. Immediately after the Closing, the Partnership will have good and valid record and beneficial title to the CNX Interests, free and clear of any Liens (other than restrictions on transfer under applicable federal and state securities laws).
(d)      DevCo III LP has good and valid record and beneficial title to the DevCo Interests, free and clear of any and all Liens (other than restrictions on transfer under applicable federal and state securities laws and any Lien under the CNX Credit Facility), and, except as provided or created by the organizational documents of SP Holdings, the Securities Act or applicable securities laws, the DevCo Interests are free and clear of any restrictions on transfer, Taxes or claims. There are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for the DevCo Interests, or for the repurchase or redemption of the DevCo Interests. Immediately after the Closing, DevCo I LP will have good and valid record and beneficial title to the DevCo Interests, free and clear of any Liens (other than restrictions on transfer under applicable federal and state securities laws).
3.8      Brokerage Arrangements . None of CNX Gathering or any of its Affiliates has entered, directly or indirectly, into any agreement with any person, firm or corporation that would obligate any Group Member to pay any commission, brokerage or “finder’s fee” or other fee in connection with this Agreement or the transactions contemplated hereby.
3.9      No Preferential Rights . Neither the CNX Interests nor the DevCo Interests are subject to any right or agreement (other than this Agreement) that enables any Person to purchase or acquire, including by way of a right of first refusal, right of first offer, or similar right, the CNX Interests or the DevCo Interests or any portion of or interest in the CNX Interests or the DevCo Interests, in each case, as a result of or in connection with (a) the assignment or other transfer of the CNX Interests or the DevCo Interests, as applicable, (b) the execution, delivery or performance of this Agreement or (c) the consummation of the transactions contemplated hereby.  
3.10      Real Property; Rights-of-Way .  
(a)      Except as would not reasonably be expected to have a Material Adverse Effect, CNX Gathering or DevCo III LP has, and immediately after the Closing, SP Holdings will have, in each case, to the extent and only to the extent related to the Shirley-Penns Assets, (i) good and marketable title to all real property CNX Gathering or DevCo III LP owns in fee simple and the improvements located thereon (the “ Owned Real Property ”), (ii) valid leasehold estate in all real property and buildings held under lease by CNX Gathering or DevCo III LP (the “ Leased Real Property ”) and (iii) good title to all tangible personal property, in each case, free and clear of all Liens except Permitted Liens (or with respect to CNX Gathering, Liens pursuant to the CNX Credit Facility) provided, that, with respect to any real property and buildings held under lease by CNX Gathering or DevCo III LP, such real property and buildings are held under valid and subsisting and enforceable leases with such exceptions as do not materially interfere with the use of the properties of CNX Gathering or DevCo III LP, respectively, taken as a whole as they have been used consistent with past practice of CNX Gathering or DevCo III, LP, as applicable. With respect to the Leased Real Property all leases and subleases are in full force and effect with respect to CNX Gathering or DevCo III LP, as applicable, and neither CNX Gathering nor DevCo III LP has received any written notice of a breach or default thereunder, whether actual or alleged and, to the Knowledge of CNX Gathering, no event has occurred that, with notice or lapse of time or both, would constitute a breach or default under any such lease or sublease, except for any such failures, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b)      CNX Gathering or DevCo III LP has, and immediately after the Closing, SP Holdings will have, such consents, easements, rights-of-way, permits and licenses from each Person, including Governmental Authorities (collectively, the “ Rights-of-Way ” and together with the Owned Real Property and Leased Real Property, the “ Real Property ”) as are sufficient to operate the Shirley-Penns Assets in the ordinary course of business consistent with past practice and in material compliance with applicable laws, except for such Rights-of-Way the absence of which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. With respect to the Rights-of-Way, (i) CNX Gathering or DevCo III LP, as applicable, has fulfilled and performed all its material obligations thereunder and no default or other event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any of the Rights-of-Way, except for such revocations, terminations and impairments that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (ii) none of the Rights-of-Way contains any restriction on CNX Gathering or DevCo III LP, as applicable, except for such restrictions, taken as a whole, that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
3.11      Environmental Matters . Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (a) the Shirley-Penns Assets are in compliance with applicable Environmental Laws; (b) to the Knowledge of CNX Gathering, no circumstances exist with respect to the Shirley-Penns Assets that give rise to an obligation by CNX Gathering or DevCo III LP, as applicable, to investigate, remediate, monitor or otherwise address the presence, on-site or offsite, of Hazardous Materials under any applicable Environmental Laws; (c) the Shirley-Penns Assets are not subject to any pending or, to the Knowledge of CNX Gathering, threatened in writing, claim, action, suit, investigation, inquiry or proceeding under any Environmental Law (including designation as potentially responsible party under the United States Comprehensive Environmental Response, Compensation, and Liability Act, or a similar designation under similar laws); (d) all notices, permits, permit exemptions, licenses or similar authorizations, if any, required to be obtained or filed by CNX Gathering or DevCo III LP under any Environmental Law in connection with the Shirley-Penns Assets as now being operated have been duly obtained or filed and are valid and currently in effect; and (e) there has been no release of any Hazardous Material into the environment by the Shirley-Penns Assets except in compliance with applicable Environmental Law.
3.12      Shirley-Penns Assets.
(a)      The CNX Shirley-Penns Assets include all of the assets and properties owned or held by CNX Gathering or any of its Affiliates that primarily relate to the Gathering System. Assuming the Partnership Parties take no actions with respect to the DevCo Shirley-Penns Assets other than as contemplated by Section 5.2 , the DevCo Shirley-Penns Assets include all of the assets and properties owned or held by DevCo III LP that primarily relate to the Gathering System.
(b)      To the Knowledge of CNX Gathering, during the period from and after January 1, 2017 through the date of this Agreement, the Shirley-Penns Assets have been operated by DevCo III LP in the ordinary course of business consistent with past practices and in material compliance with applicable laws. During the period from the adoption of the CNX GGA through the date of this Agreement, the Shirley-Penns Assets have been operated by DevCo III LP in material compliance with the CNX GGA.
3.13      Permits .  
(a)      As of the date of this Agreement, CNX Gathering, the Partnership or one of its wholly-owned subsidiaries has all licenses, permits and authorizations issued or granted or waived by Governmental Authorities that are necessary for the operation of the Shirley-Penns Assets in the ordinary course of business consistent with past practice and in material compliance with applicable laws (collectively, “ Permits ”), except, in each case, for such items for which the failure to obtain or have waived would not result in a Material Adverse Effect.
(b)      All Permits are validly held by CNX Gathering, the Partnership or one of its wholly-owned subsidiaries and are in full force and effect, except as would not reasonably be expected to have a Material Adverse Effect.
(c)      CNX Gathering, the Partnership or one of its wholly-owned subsidiaries, as applicable, has complied with all terms and conditions of the Permits, except as would not reasonably be expected to have a Material Adverse Effect.
(d)      The Permits (including such Permits that are not customarily obtained prior to the Closing and are reasonably expected to be obtained in the ordinary course of business following the Closing) will not be subject to suspension, modification, revocation or non-renewal as a result of the execution and delivery of this Agreement and the Transaction Documents or the consummation of the transactions contemplated hereby or thereby, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(e)      No proceeding is pending or, to the Knowledge of CNX Gathering, threatened in writing with respect to any alleged failure by CNX Gathering, the Partnership or one of its wholly-owned subsidiaries to have any material Permit necessary for the operation of the Shirley-Penns Assets.
(f)      No representation or warranty is made in this Section 3.13 with respect to compliance with Environmental Laws, which are addressed exclusively in Section 3.11 .
3.14      Contracts .
(a)      Exhibit D-2 contains a true and complete listing of the material contracts and other agreements with respect to the Shirley-Penns Assets, operations and business, to which CNX Gathering is a party (each such contract or agreement being referred to herein as a “ Material Contract ”). DevCo III LP is not a party to any material contract with respect to the Shirley-Penns Assets other than the CNX GGA.
(b)      CNX Gathering has made available to the Partnership Parties a correct and complete copy of each Material Contract.
(c)      (i) CNX Gathering is not in breach or default; and (ii) to the Knowledge of CNX Gathering, no other party to any Material Contract is in breach or default, nor has any other party repudiated any provision of the Material Contract, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
3.15      Insurance . The Shirley-Penns Assets are covered by, and immediately after the Closing will be insured under, insurance policies underwritten by reputable insurers that include coverages and related limits and deductibles that are customary for companies of similar size and complexity as DevCo III LP in the same industry, and consistent with past practice. All such insurance policies are in full force and effect, and all premiums due and payable on such policies will be paid through the date of Closing. No notice of cancellation of, or indication of an intention not to renew, any such insurance policy has been received by DevCo III LP other than in the ordinary course of business.
3.16      Taxes . Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (a) all Tax Returns required to be filed by or with respect to the Shirley-Penns Assets or operations have been filed on a timely basis (taking into account all extensions of due dates); (b) all Taxes owed with respect to the Shirley-Penns Assets or operations, which are or have become due, have been timely paid in full; (c) there are no Liens on any of the Shirley-Penns Assets that arose in connection with any failure (or alleged failure) to pay any Tax on any of the Shirley-Penns Assets or operations, other than Liens for Taxes not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings for which an adequate reserve has been established therefor; (d) prior to the transactions described in Section 5.2(d) , SP Holdings is disregarded as an entity separate from its owner for United States federal income tax purposes; and (e) there is no pending action, proceeding, audit or investigation for assessment or collection of Taxes, and no Tax assessment, deficiency or adjustment has been asserted or proposed, with respect to the Shirley-Penns Assets or operations.  
3.17      No Other Representations or Warranties . Except for the representations and warranties made in this Article III , CNX Gathering makes no other express or implied representation or warranty with respect to the CNX Interests, the Shirley-Penns Assets and/or the transactions contemplated by this Agreement or any Transaction Documents and disclaims any other representations or warranties.
Article IV.     
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP PARTIES
The Partnership Parties hereby, jointly and severally, represent and warrant to CNX Gathering that:  
4.1      Organization and Existence . Each Partnership Party has been duly formed and is validly existing as a limited liability company or limited partnership, as the case may be, and is in good standing under the laws of the State of Delaware, with full limited liability company power or limited partnership power, as the case may be, and authority to own, lease and operate its properties and to conduct its business as and where such properties are owned, leased and operated and such business is conducted as of the date of this Agreement. Each Partnership Party is duly qualified as a foreign limited liability company or limited partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Effect.
4.2      Authority and Approval; Enforceability . Each Partnership Party has the limited liability company power or limited partnership power, as the case may be, and authority to execute and deliver this Agreement and any other Transaction Document to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by each Partnership Party of this Agreement and any other Transaction Document to which it is or will be a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite limited liability company or limited partnership, as the case may be, action of such Partnership Party. Each of this Agreement and any other Transaction Document to which each Partnership Party is or will be a party constitutes or will constitute, upon execution and delivery by such Partnership Party, the valid and binding obligation of such Partnership Party, enforceable against such Partnership Party in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).
4.3      No Conflict . Each of this Agreement, the other Transaction Documents to which each Partnership Party is or will be a party and the execution and delivery hereof and thereof by such Partnership Party do not, and the fulfilment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not:
(a)      conflict with any of the provisions of the certificate of formation, limited liability company agreement, certificate of limited partnership, partnership agreement or other organizational document of such Partnership Party;
(b)      conflict with any provision of any law or administrative regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to such Partnership Party;
(c)      conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which such Partnership Party is a party or by which it is bound; or
(d)      result in the revocation, cancellation, suspension or modification of any Consent possessed by such Partnership Party that is necessary or desirable for the ownership, lease or operation of its properties and other assets in the conduct of its business as now conducted;
except, in the case of clauses (b) , (c) , and (d) , as would not have, individually or in the aggregate, a Material Adverse Effect.
4.4      Consents . Except with respect to any approvals required under the HSR Act, no Consent is required to be obtained or made by or with respect to any Partnership Party in connection with:
(a)      the execution, delivery, and performance of this Agreement or the other Transaction Documents, or the consummation of the transactions contemplated hereby and thereby; or
(b)      the enforcement against such Partnership Party of its obligations hereunder and thereunder;
except, in each case, as would not have, individually or in the aggregate, a Material Adverse Effect.
4.5      Laws and Regulations; Litigation . There are no pending or, to the knowledge of the Partnership Parties, threatened Proceedings against any Partnership Party that would individually, or in the aggregate, have a Material Adverse Effect. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Partnership Party is the subject of any violation of or default under any law or regulation or under any order of any Governmental Authority. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Proceedings are pending or, to the knowledge of the Partnership Parties, threatened to which any Partnership Party is or may become a party that questions or involves the validity or enforceability of any of its obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the transactions contemplated hereby.
4.6      Delivery of Fairness Opinion . The Financial Advisor has delivered an opinion to the Conflicts Committee to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, qualifications, limitations and other matters set forth therein, the Purchase Price to be paid by the Partnership pursuant to this Agreement is fair, from a financial point of view, to the Partnership and to the Public Unitholders.
4.7      Brokerage Arrangements . None of the Partnership or any of its Affiliates has entered, directly or indirectly, into any agreement with any person, firm or corporation that would obligate CNX Gathering or its Affiliates to pay any commission, brokerage or “finder’s fee” or other fee in connection with this Agreement or the transactions contemplated hereby.
4.8      No Other Representations or Warranties . Except for the representations and warranties made in this Article IV , the Partnership Parties make no other express or implied representation or warranty with respect to the transactions contemplated by this Agreement or the other Transaction Documents and disclaim any other representations or warranties.
Article V.     
COVENANTS AND AGREEMENTS
5.1      Interim Operation of the Shirley-Penns Assets . Except as provided by this Agreement or consented to by the Partnership, each of CNX Gathering and DevCo III LP covenants and agrees that, from and after the execution of this Agreement until the Closing, it will (or will cause SP Holdings to):
(a)      subject to interruptions resulting from force majeure, mechanical breakdown and planned maintenance, in each case, operate the Shirley-Penns Assets in the usual, regular and ordinary manner consistent with past practice, in material compliance with applicable laws and in compliance with the CNX GGA, including any expansion of the Shirley Station (as such station is identified in the CNX GGA);
(b)      give prompt notice to the Partnership of any emergency requiring immediate action, or any emergency action taken, in the event of serious risk to life, property or the environment (including prevention of environmental contamination);
(c)      not sell, transfer, assign, convey or otherwise dispose of any of the Shirley-Penns Assets other than sales of equipment that is no longer necessary in the operation of the Shirley-Penns Assets or for which replacement equipment has been obtained; and
(d)      not permit any Lien to be imposed on the Shirley-Penns Assets other than Permitted Liens.
5.2      Reorganization .
(a)      Prior to the Closing Date, but in no event later than the second business day prior to the Closing Date, DevCo III LP shall form SP Holdings by (i) filing with the Secretary of State of the State of Delaware a certification of formation for limited liability company and (ii) adopting a limited liability company agreement of SP Holdings, in each case, in form reasonably acceptable to CNX Gathering and the Partnership. DevCo III LP shall not transfer or convey any of the membership interests in SP Holdings (the “ SP Holdings Interests ”) prior to the SP Holdings Distribution.
(b)      Prior to the Closing Date, but in no event later than the first business day prior the Closing Date, but effective for all purposes as of the Effective Time, DevCo III LP shall contribute, assign, transfer, convey and deliver to SP Holdings, and DevCo III LP shall cause SP Holdings to receive and accept, the DevCo Shirley-Penns Assets. DevCo III LP shall reserve and retain, and the DevCo Shirley-Penns Assets shall not include, the Excluded Assets. To effect such contribution and assignment, DevCo III LP shall, and shall cause SP Holdings to, execute, acknowledge and deliver sufficient counterparts of the DevCo Assignment to facilitate recording of the DevCo Assignment in the applicable counties.
(c)      Prior to the Closing Date, but in no event later than the first business day prior the Closing Date, but effective for all purposes as of the Effective Time, CNX Gathering shall assign, transfer, convey and deliver to SP Holdings, and DevCo III LP shall cause SP Holdings to receive and accept, the CNX Shirley-Penns Assets. To effect such contribution and assignment, CNX Gathering shall, and DevCo III LP shall cause SP Holdings to, execute, acknowledge and deliver sufficient counterparts of the CNX Assignment to facilitate recording of the CNX Assignment in the applicable counties.
(d)      On the Closing Date immediately prior to the Closing, and for the avoidance of doubt following the transactions contemplated by Section 5.2(a) , Section 5.2(b) and Section 5.2(c) , (such distributions and conveyances contemplated by this Section 5.2(d) , the “ SP Holdings Distribution ”):
(i)      DevCo III LP hereby (A) distributes all of the membership interests in and to SP Holdings to its partners pro rata in accordance with their ownership interests in DevCo III LP, with the DevCo Interests being distributed to GP III and the CNX Interests being distributed to CNX Gathering, in each case, free and clear of all Liens (other than restrictions under securities laws) and (B) designates GP III as the managing member of SP Holdings;
(ii)      following such distribution from DevCo III LP as contemplated in Section 5.2(d)(i) , GP III distributes the DevCo Interests to OpCo, free and clear of all Liens (other than restrictions under securities laws), and OpCo receives, accepts and acquires the DevCo Interests;
(iii)      following such distribution from GP III as contemplated in Section 5.2(d)(ii) , OpCo contributes, transfers, assigns and conveys the DevCo Interests to GP I, free and clear of all Liens (other than restrictions under securities laws) and GP I receives, accepts and acquires the DevCo Interests; and
(iv)      following such contribution from OpCo as contemplated in Section 5.2(d)(iii) , GP I contributes, transfers, assigns and conveys the DevCo Interests to DevCo I LP, free and clear of all Liens (other than restrictions under securities laws) and DevCo I LP receives, accepts and acquires the DevCo Interests.
(e)      To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the transfers related to the SP Holdings Distribution.
(f)      The Partnership understands and acknowledges that (i) the bonds, letters of credit, guarantees, deposits and other pre-payments, if any, posted by DevCo III LP or CNX Gathering, as applicable, with any Governmental Authorities or any other third parties and (ii) certain permits held by DevCo III LP or CNX Gathering, as applicable, in each case, relating to the Shirley-Penns Assets may not be transferable to SP Holdings. As soon as reasonably practicable, the Partnership shall obtain, or cause SP Holdings or DevCo I LP to obtain, any bonds, guarantees, deposits and other pre-payments or permits required by any Governmental Authority to own or operate the Shirley-Penns Assets.
5.3      Consents . With respect to each Consent applicable to the transfer of any of the Shirley-Penns Assets, if any, prior to the Reorganization, DevCo III LP or CNX Gathering, as applicable, shall send to the holder of each such Consent (other than a customary post-closing consent) a notice seeking such holder’s consent to the transactions contemplated hereby. DevCo III LP or CNX Gathering, as applicable, shall use its commercially reasonable efforts, with reasonable assistance from the Partnership (including the Partnership providing assurances of financial condition and operator qualifications as reasonably requested), to obtain all Consents.
(a)      If DevCo III LP or CNX Gathering, as applicable, fails to obtain a Hard Consent prior to the Reorganization then, in each case, the Shirley-Penns Asset (or portion thereof) affected by such un-obtained Hard Consent shall be excluded from the Shirley-Penns Assets to be assigned to SP Holdings and shall be deemed to be an Excluded Asset until such time as such affected Shirley-Penns Asset is assigned to SP Holdings. In the event that any such Hard Consent (with respect to a Shirley-Penns Asset excluded pursuant to this Section 5.3 that was not obtained prior to the Reorganization) is obtained following the Reorganization, then DevCo III LP or CNX Gathering, as applicable, shall promptly assign such Shirley-Penns Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Hard Consent to SP Holdings, pursuant to an instrument in substantially the same form as the DevCo Assignment or CNX Assignment, with such assignment being effective as of the Effective Time. Until any such Hard Consent is obtained or waived, the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Partnership the benefit of the Shirley-Penns Assets and the burdens of the Assumed Liabilities with respect to the Shirley-Penns Assets subject to such un-obtained Hard Consent.
(b)      If DevCo III LP or CNX Gathering, as applicable, fails to obtain a Consent that is not a Hard Consent, then the Shirley-Penns Asset (or portion thereof) subject to such un-obtained Consent shall nevertheless be assigned by DevCo III LP or CNX Gathering, as applicable, to SP Holdings as part of the Shirley-Penns Assets.
5.4      HSR Act . If applicable, within 14 days following the execution by the Parties of this Agreement, each Party shall prepare and simultaneously file with the applicable Governmental Authorities the notification and report form required for the transactions contemplated by this Agreement by the HSR Act and request early termination of the waiting period thereunder. The Parties agree to respond promptly to any inquiries from any Governmental Authority concerning such filings and to comply in all material respects with the filing requirements of the HSR Act. The Parties shall cooperate with each other and shall promptly furnish all information to the other Party that is necessary in connection with such Party’s compliance with the HSR Act. Each Party shall keep the other fully advised with respect to any requests from or communications with the any Governmental Authority concerning such filings and shall consult with each other with respect to all responses thereto. Each of the Parties shall use its commercially reasonable efforts to take all actions reasonably necessary and appropriate in connection with any HSR Act filing to consummate the transactions consummated hereby.
5.5      Further Assurances . On and after the Closing Date, the Parties shall cooperate and use their respective commercially reasonable efforts to take or cause to be taken all appropriate actions and do, or cause to be done, all things necessary or appropriate to make effective the transactions contemplated hereby, including the execution of any additional assignment or similar documents or instruments of transfer of any kind, the obtaining of consents which may be reasonably necessary or appropriate to carry out any of the provisions hereof and the taking of all such other actions as such Party may reasonably be requested to take by the other Party from to time to time, consistent with the terms of this Agreement, in order to effectuate the provisions and purposes of this Agreement and transactions contemplated hereby.
5.6      Financing Cooperation . From and after the execution of this Agreement, CNX Gathering shall, and shall cause its Affiliates to, use commercially reasonable efforts to provide all customary cooperation as reasonably requested by the Partnership (including causing its and their representatives and auditors to so cooperate) to assist the Partnership in the arrangement of any capital markets debt or equity financing, any bank debt, or any other financing arrangement necessary or desirable to fund the Purchase Price and any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement, including any necessary offering documents related thereto (the “ Financing ”).
5.7      Tax Covenants .
(a)      The Parties agree that the income related to the CNX Interests for the period up to and including the Closing Date will be reflected on the federal income Tax Return of CNX Gathering and that the members of CNX Gathering shall bear the liability for any Taxes associated with such income. The Parties further agree that the income related to the CNX Interests for the period after the Closing Date will be reflected on the federal income Tax Return of the Partnership and that the partners of the Partnership shall bear the liability for any Taxes associated with such income.
(b)      The Parties shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the extent reasonably requested by the other Party, to accomplish the purposes of this Section 5.7 , requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 (formerly FASB Statement No. 109) (including compliance with FIN 48) promulgated by the Financial Accounting Standards Board, and any audit, litigation or other proceeding (each a “ Tax Proceeding ”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and the CNX Gathering will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the CNX Interests relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. The Partnership and CNX Gathering each agree, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement.
Article VI.     
CONDITIONS TO CLOSING
6.1      Conditions to the Obligations of Each Party . The respective obligation of each Party to proceed with the Closing is subject to the satisfaction or waiver by each of the Parties (subject to applicable laws) on or prior to the Closing Date of all of the following conditions:
(a)      if applicable, (i) the waiting period under the HSR Act applicable to the consummation of the transactions contemplated hereby shall have expired, (ii) notice of early termination shall have been received, or (iii) a consent order shall have been issued by or from the applicable Governmental Authorities and any other necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement shall have been made and obtained; provided, however , that, prior to invoking this condition, the invoking Party shall have used commercially reasonable efforts to make or obtain such filings and consents; and
(b)      no Party shall be subject to any decree, order or injunction of a court of competent jurisdiction that prohibits the consummation of the transactions contemplated hereby and no statute, rule, regulation, order, decree or injunction enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement, shall be in effect.
6.2      Conditions to the Obligations of the Partnership Parties . The obligation of the Partnership Parties to proceed with the Closing is subject to the satisfaction or waiver by the Partnership Parties on or prior to the Closing Date of the following conditions:
(a)      CNX Gathering shall have performed in all material respects the covenants and agreements contained in this Agreement required to be performed by it on or prior to the Closing Date;
(b)      (i) the Fundamental Representations shall be true and correct in all respects as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (ii) the other representations and warranties of CNX Gathering made in this Agreement shall be true and correct in all respects (without regard to qualifications as to materiality or Material Adverse Effect contained therein) as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except in the case of clause (ii) where the failure of the representations and warranties to be true and correct, individually or in the aggregate, has not had a Material Adverse Effect;
(c)      CNX Gathering shall have delivered to the Partnership a certificate dated the Closing Date and signed by an authorized officer of CNX Gathering confirming the foregoing matters set forth in clauses (a) and (b) of this Section 6.2 (the “ CNX Closing Certificate ”);
(d)      CNX Gathering shall have delivered or be ready, willing and able to deliver to the Partnership the Closing deliverables set forth in Section 7.2 ;
(e)      between the date of this Agreement and the Closing Date, there shall not have been a Material Adverse Effect with respect to CNX Gathering; and
(f)      the Partnership shall have received sufficient proceeds in the Financing, on terms and conditions that are reasonably satisfactory to the Partnership, to fulfill its obligations required for funding the Purchase Price.
6.3      Conditions to the Obligations of CNX Gathering . The obligation of CNX Gathering to proceed with the Closing is subject to the satisfaction or waiver by CNX Gathering on or prior to the Closing Date of the following conditions:
(a)      the Partnership Parties shall have performed in all material respects the covenants and agreements contained in this Agreement required to be performed by them on or prior to the Closing Date;
(b)      the representations and warranties of the Partnership Parties made in this Agreement shall be true and correct in all respects (without regard to qualifications as to materiality or Material Adverse Effect contained therein) as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except where the failure of the representations and warranties to be true and correct, individually or in the aggregate, has not had a Material Adverse Effect;
(c)      the Partnership shall have delivered to CNX Gathering a certificate dated the Closing Date and signed by an authorized officer of the General Partner confirming the foregoing matters set forth in clauses (a) and (b) of this Section 6.3 (the “ Partnership Closing Certificate ”);
(d)      the Partnership Parties shall have delivered or be ready, willing and able to deliver the Closing deliverables set forth in Section 7.3 ; and
(e)      between the date of this Agreement and the Closing Date, there shall not have been a Material Adverse Effect with respect to any Partnership Party.
Article VII.     
CLOSING
7.1      Closing . Subject to the terms and conditions of this Agreement and unless otherwise agreed in writing by the Parties, the closing (the “ Closing ”) of the transactions contemplated by this Agreement will be held at the offices of Latham & Watkins LLP, 811 Main Street, 37th Floor, Houston, Texas at 9:00 a.m., Houston, Texas time on the second business day following the satisfaction or waiver of the conditions to Closing set forth in Article VI (other than those conditions that, by their nature, are not capable of being satisfied until the Closing), or such other time and date mutually agreed to by the Parties in writing. The date on which the Closing occurs is referred to as the “ Closing Date .” The Closing will be deemed effective at 12:01 a.m., Houston, Texas time on the Closing Date.
7.2      Deliveries by CNX Gathering . At the Closing, CNX Gathering will deliver (or cause to be delivered) to the Partnership the following:
(a)      a counterpart to the CNX GGA Amendment, duly executed by CNX.
(b)      a counterpart to the SP Holding Assignment, duly executed by CNX Gathering;
(c)      the CNX Closing Certificate, duly executed by an officer of CNX Gathering;
(d)      documentation evidencing a release of Lien under the CNX Credit Facility with respect to the CNX Interests; and
(e)      such other documents, certificates and other instruments as may be reasonably requested by the Partnership Parties prior to the Closing Date to carry out the intent and purposes of this Agreement.
7.3      Deliveries by the Partnership Parties . At the Closing, the Partnership Parties will deliver (or cause to be delivered) to CNX Gathering the following:
(a)      the Purchase Price, by wire transfer of immediately available funds to an account specified in writing by CNX Gathering;
(b)      a counterpart to the CNX GGA Amendment, duly executed by the Partnership Parties;
(c)      a counterpart to the SP Holding Assignment, duly executed by DevCo I LP;
(d)      the Partnership Closing Certificate, duly executed by an officer of the General Partner; and
(e)      such other documents, certificates and other instruments as may be reasonably requested by CNX Gathering prior to the Closing Date to carry out the intent and purposes of this Agreement.
Article VIII.     
INDEMNIFICATION
8.1      Indemnification of CNX Gathering . Solely for the purpose of indemnification in this Section 8.1 , the representations and warranties of the Partnership Parties in this Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect. From and after the Closing Date, subject to the other provisions of this Article VIII , the Partnership Parties shall, jointly and severally, indemnify and hold CNX Gathering and its Affiliates, directors, officers, employees, agents and representatives (together with CNX Gathering, the “ CNX Indemnitees ”) harmless from and against any and all damages (including exemplary damages and penalties), losses, deficiencies, costs, expenses, obligations, fines, expenditures, claims and liabilities, including reasonable counsel fees and reasonable expenses of investigation, defending and prosecuting litigation (collectively, the “ Damages ”), suffered by the CNX Indemnitees as a result of, caused by, arising out of, or in any way relating to (a)  any breach of a representation or warranty of the Partnership Parties contained in this Agreement, (a)  any breach of any agreement or covenant contained in this Agreement on the part of the Partnership Parties or (a) any of the Assumed Liabilities.
8.2      Indemnification of the Partnership Parties . Solely for the purpose of indemnification in this Section 8.2 , the representations and warranties of CNX Gathering in this Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect. From and after the Closing Date, subject to the other provisions of this Article VIII , CNX Gathering shall indemnify and hold the Partnership Parties and their respective Affiliates, directors, officers, employees, agents and representatives, and the directors, officers, employees, agents and representatives of the General Partner (together with the Partnership Parties, the “ Partnership Indemnitees ”) harmless from and against any and all Damages suffered by the Partnership Indemnitees as a result of, caused by, arising out of, or in any way relating to (a) any breach of a representation or warranty of CNX Gathering contained in this Agreement or (a)  any breach of any agreement or covenant contained in this Agreement on the part of CNX Gathering.
8.3      Demands . Each indemnified party agrees that promptly upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Agreement, including receipt by it of notice of any demand, assertion, claim, action or proceeding, judicial or otherwise, by any third party (such third party actions being collectively referred to herein as the “ Indemnity Claim ”), with respect to any matter as to which it claims to be entitled to indemnity under the provisions of this Agreement, it will give prompt notice thereof in writing to the indemnifying party, together with a statement of such information respecting any of the foregoing as it shall have. Such notice shall include a formal demand for indemnification under this Agreement. The indemnifying party shall not be obligated to indemnify the indemnified party with respect to any Indemnity Claim if the indemnified party knowingly failed to notify the indemnifying party thereof in accordance with the provisions of this Agreement to the extent that knowing failure to notify actually results in material prejudice or damage to the indemnifying party.
8.4      Right to Contest and Defend .
(a)      The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, however , that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 8.4(a) by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided , however , that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party.
(b)      Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.
8.5      Cooperation . If requested by the indemnifying party, the indemnified party agrees to cooperate with the indemnifying party and its counsel in contesting any Indemnity Claim that the indemnifying party elects to contest or, if appropriate, in making any counterclaim against the person asserting the Indemnity Claim, or any cross-complaint against any person, and the indemnifying party will reimburse the indemnified party for any expenses incurred by it in so cooperating. At no cost or expense to the indemnified party, the indemnifying party shall cooperate with the indemnified party and its counsel in contesting any Indemnity Claim.
8.6      Right to Participate . The indemnified party agrees to afford the indemnifying party and its counsel the opportunity to be present at, and to participate in, conferences with all persons, including Governmental Authorities, asserting any Indemnity Claim against the indemnified party or conferences with representatives of or counsel for such persons.
8.7      Payment of Damages . The indemnification required hereunder shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 10 days as and when reasonably specific bills are received or loss, liability, claim, damage or expense is incurred and reasonable evidence thereof is delivered. In calculating any amount to be paid by an indemnifying party by reason of the provisions of this Agreement, the amount shall be reduced by all reimbursements (including insurance proceeds) credited to or received by the other party related to the Damages.
8.8      Limitations on Indemnification .
(a)      To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations), CNX Gathering shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2,650,000 (the “ Deductible ”), and then only to the extent of any such excess; provided , however , that CNX Gathering shall not be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $39,750,000 (the “ Cap ”) less the Deductible.
(b)      Notwithstanding Section 8.8(a) , to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, CNX Gathering shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, CNX Gathering shall be fully liable for Damages pursuant to Section 8.2(b) and for breaches of Fundamental Representations without regard to the Deductible or the Cap.
(c)      To the extent the CNX Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a) , the Partnership Parties shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess; provided , however , that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap less the Deductible.
(d)      Notwithstanding Section 8.8(c) , to the extent the CNX Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership Parties shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, the Partnership Parties shall be fully liable for Damages pursuant to Section 8.1(b) or Section 8.1(c) without regard to the Deductible or the Cap.
8.9      Survival .
(a)      The liability of CNX Gathering for the breach of any of the representations and warranties of CNX Gathering set forth in Section 3.1 , Section 3.2 , Section 3.3(a) , Section 3.7 and Section 3.8 (the “Fundamental Representations”) shall be limited to claims for which the Partnership Parties deliver written notice to CNX Gathering on or before the date that is three years after the Closing Date. The liability of CNX Gathering for the breach of any of the representations and warranties of CNX Gathering set forth in Article III other than the Fundamental Representations shall be limited to claims for which the Partnership Parties deliver written notice to CNX Gathering on or before the date that is 18 months after the Closing Date; provided , however , that the liability of CNX Gathering for Damages for claims related to or arising from Taxes shall be limited to claims for which the Partnership Parties deliver written notice to CNX Gathering on or before the date that is 90 days after the expiration of the applicable statute of limitations for assessment of the applicable Tax.
(b)      The liability of the Partnership Parties for the breach of any of the representations and warranties of the Partnership Parties set forth in Section 4.1 , Section 4.2 , Section 4.3(a) , and Section 4.7 shall be limited to claims for which CNX Gathering delivers written notice to the Partnership Parties on or before the date that is three years after the Closing Date. The liability of the Partnership Parties for the breach of any of the representations and warranties of the Partnership Parties set forth in Article IV other than the representations and warranties set forth in Section 4.1 , Section 4.2 , Section 4.3(a) , and Section 4.7 shall be limited to claims for which CNX Gathering delivers written notice to the Partnership Parties on or before the date that is 18 months after the Closing Date.
8.10      Sole Remedy . After the Closing, no Party shall have liability under this Agreement or the transactions contemplated hereby except as is provided in this Article VIII (other than claims or causes of action arising from fraud, and other than claims for specific performance or claims arising under any Transaction Documents (which claims shall be subject to the liability provisions of such Transaction Documents)).
8.11      Express Negligence Rule . THE INDEMNIFICATION AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT HAVE BEEN EXPRESSLY NEGOTIATED IN EVERY DETAIL, ARE INTENDED TO BE GIVEN FULL AND LITERAL EFFECT, AND SHALL BE APPLICABLE WHETHER OR NOT THE LIABILITIES, OBLIGATIONS, CLAIMS, JUDGMENTS, LOSSES, COSTS, EXPENSES OR DAMAGES IN QUESTION ARISE OR AROSE SOLELY OR IN PART FROM THE GROSS, ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY INDEMNIFIED PARTY. THE PARTIES ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND CONSTITUTES CONSPICUOUS NOTICE. NOTICE IN THIS CONSPICUOUS NOTICE IS NOT INTENDED TO PROVIDE OR ALTER THE RIGHTS AND OBLIGATIONS OF THE PARTIES, ALL OF WHICH ARE SPECIFIED ELSEWHERE IN THIS AGREEMENT.
8.12      Knowledge . The Partnership Indemnitees’ and the CNX Indemnitees’ rights under this Agreement or otherwise shall not be diminished by any investigation performed or knowledge acquired or capable of being acquired, whether before or after the date of this Agreement, regarding the accuracy or inaccuracy of any representation or warranty or the performance or non-performance of any covenant.
Article IX.     
TERMINATION
9.1      Events of Termination . This Agreement may be terminated at any time prior to the Closing Date:
(a)      by mutual written consent of CNX Gathering and the Partnership;
(b)      by either CNX Gathering or the Partnership in writing after June 1, 2018, if the Closing has not occurred by that date, provided that as of such date the terminating Party is not in default under this Agreement;
(c)      by either CNX Gathering or the Partnership in writing without prejudice to other rights and remedies the terminating Party or its Affiliates may have (provided the terminating Party and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other Party or its Affiliates shall have (i) materially failed to perform its covenants or agreements contained herein required to be performed by such Party or its Affiliates on or prior to the Closing Date or (ii) materially breached any of its representations or warranties contained herein; provided , however , that in the case of clauses (i) or (ii) , the defaulting Party shall have a period of 30 days following written notice from the non-defaulting Party to cure any breach of this Agreement if the breach is curable; or
(d)      by either CNX Gathering or the Partnership in writing, without liability, if there shall be any order, writ, injunction or decree of any Governmental Authority binding on the Parties that prohibits or restrains any Party from consummating the transactions contemplated hereby; provided , however , that the applicable Party shall have used its reasonable best efforts to have any such order, writ, injunction or decree removed but it shall not have been removed within 30 days after entry by the Governmental Authority.
9.2      Effect of Termination . In the event of the termination of this Agreement by a Party as provided in Section 9.1 , this Agreement shall thereafter become void except for this Section 9.2 , Section 10.1 , Section 10.3 and Section 10.4 . Nothing in this Section 9.2 shall be deemed to release any Party from any liability for any breach by such Party of the terms and provisions of this Agreement or to impair any rights of any Party under this Agreement. If this Agreement is terminated by a Party pursuant to Section 9.1(c) , then the other Party shall reimburse such Party for its out-of-pocket expenses incurred in connection with the negotiation, execution and performance of this Agreement (including, if applicable, legal fees and fees paid to the Financial Advisor, in either case, incurred by the Partnership or the Conflicts Committee).
Article X.     
MISCELLANEOUS
10.1      Expenses . Unless otherwise specifically provided in this Agreement, each of the Parties shall pay its own expenses incident to (a) this Agreement and the other Transaction Documents and (b) all action taken in preparation for effecting the provisions of this Agreement and the other Transaction Documents.
10.2      Right of Offset . Each Party agrees that, in addition to, and without limitation of, any right of set-off, lien or counterclaim a Party may otherwise have, each Party shall have the right and be entitled, at its option, to offset (a) balances held by it or by any of its Affiliates for the account of any other Party at any of its offices and (b) other obligations at any time owing by such Party in connection with any obligations to or for the credit or account of the other Party, against any principal of or interest on any of such other Party’s indebtedness or any other amount due and payable to such other Party hereunder that is not paid when due.
10.3      Notices . Unless otherwise specifically provided in this Agreement, any notice, request, instruction, correspondence or other document to be given under or in relation to this Agreement shall be made in writing and shall be deemed to have been properly given if: (i) personally delivered (with written confirmation of receipt), (ii) delivered by a recognized overnight delivery service (delivery fees prepaid) or (iii) sent by electronic mail with a PDF of the notice or other communication attached (provided that any such electronic mail is confirmed by written confirmation), in each case to the appropriate address set forth below:
If to CNX Gathering, addressed to:
CNX Gathering LLC
1000 CONSOL Energy Drive
Canonsburg, Pennsylvania 15317
Attention: General Counsel

with copies (which shall not constitute notice) to:
CNX Resources Inc.
1000 CONSOL Energy Drive
Canonsburg, Pennsylvania 15317
Attention: General Counsel

If to any of the Partnership Parties, addressed to:
CNX Midstream Partners LP
c/o CNX Midstream GP LLC
1000 CONSOL Energy Drive
Canonsburg, Pennsylvania 15317
Attention: General Counsel

Any Party may change any address to which notice is to be given to it by giving notice as provided above of such change of address.
10.4      Governing Law . This Agreement shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. EACH OF THE PARTIES AGREES THAT THIS AGREEMENT INVOLVES AT LEAST U.S. $100,000.00 AND THAT THIS AGREEMENT HAS BEEN ENTERED INTO IN EXPRESS RELIANCE UPON 6 Del. C. § 2708. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY AGREES (i) TO BE SUBJECT TO THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND OF THE FEDERAL COURTS SITTING IN THE STATE OF DELAWARE AND (ii) TO THE EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE, TO APPOINT AND MAINTAIN AN AGENT IN THE STATE OF DELAWARE AS SUCH PARTY’S AGENT FOR ACCEPTANCE OF LEGAL PROCESS AND TO NOTIFY THE OTHER PARTIES OF THE NAME AND ADDRESS OF SUCH AGENT. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
10.5      Public Statements . The Parties shall consult with each other with respect to public announcements or statements, and no Party shall issue any public announcement or statement with respect to the transactions contemplated hereby without the consent of the other Parties, which shall not be unreasonably withheld or delayed, unless the Party desiring to make such announcement or statement, after seeking such consent from the other Parties, obtains advice from legal counsel that a public announcement or statement is required by applicable law or securities exchange regulations.
10.6      Form of Payment . All payments hereunder shall be made in United States dollars and, unless the Parties making and receiving such payments shall agree otherwise or the provisions hereof provide otherwise, shall be made by wire or interbank transfer of immediately available funds on the date such payment is due to such account as the Party receiving payment may designate at least three business days prior to the proposed date of payment.
10.7      Entire Agreement; Amendments and Waivers . This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits hereto, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by all of the Parties or if such supplement, modification or waiver is with respect to Section 5.6 , executed in writing by all of the Parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided. Any amendment or waiver of this Agreement by the Partnership Parties made prior to the Closing shall be approved in advance by the Conflicts Committee.
10.8      Binding Effect and Assignment . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns, but neither this Agreement nor any of the rights, benefits or obligations hereunder shall be assigned, by operation of law or otherwise, by any Party or CNX without the prior written consent of the other parties hereto.
10.9      Severability . If any provision of the Agreement is rendered or declared illegal or unenforceable by reason of any existing or subsequently enacted legislation or by decree of a court of last resort, the Parties shall meet promptly and negotiate substitute provisions for those rendered or declared illegal or unenforceable, but all of the remaining provisions of this Agreement shall remain in full force and effect and will not be affected or impaired in any way thereby.
10.10      Interpretation . The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
10.11      Counterparts . This Agreement may be executed in one or more counterparts, including electronic, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the Party or other Person executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

[signature page follows]

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above.
CNX MIDSTREAM PARTNERS LP

By:      CNX Midstream GP LLC, its general partner  
   

By:   /s/ Timothy C. Dugan        
Name: Timothy C. Dugan
Title: Chief Operating Officer


CNX MIDSTREAM DEVCO I LP

By:      CNX Midstream DevCo I GP LLC, its general partner  
   

By:   /s/ Timothy C. Dugan        
Name: Timothy C. Dugan
Title: Chief Operating Officer



CNX MIDSTREAM DEVCO III LP

By:      CNX Midstream DevCo III GP LLC, its general partner  

By:   /s/ Timothy C. Dugan        
Name: Timothy C. Dugan
Title: Chief Operating Officer



CNX GATHERING LLC


By:   /s/ Timothy C. Dugan        
Name: Timothy C. Dugan
Title: Chief Operating Officer


FOR PURPOSES OF SECTION 5.2 ONLY:


CNX MIDSTREAM DEVCO I GP LLC

   

By:   /s/ Timothy C. Dugan        
Name: Timothy C. Dugan
Title: Chief Operating Officer



CNX MIDSTREAM DEVCO III GP LLC



By:   /s/ Timothy C. Dugan        
Name: Timothy C. Dugan
Title: Chief Operating Officer


CNX MIDSTREAM OPERATING COMPANY LLC



By:   /s/ Timothy C. Dugan        
Name: Timothy C. Dugan
Title: Chief Operating Officer




APPENDIX I

Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with such specified Person through one or more intermediaries or otherwise; provided, however , that (a) with respect to CNX Gathering and the General Partner, the term “Affiliate” shall not include any Group Member and (b) with respect to the Partnership Group, the term “Affiliate” shall not include CNX Gathering, the General Partner or any of their subsidiaries (other than a Group Member).
Agreement ” has the meaning set forth in the preamble to this Agreement.
Applicable Contracts ” means all contracts, instruments and agreements, in each case, whether written or oral, to which DevCo III LP is a party and by which any Shirley-Penns Asset is bound and that will be binding on SP Holdings after the Reorganization, including gathering, transportation and marketing agreements; hydrocarbon storage agreements; operating agreements; balancing agreements; processing agreements; crossing agreements; facilities or equipment leases; and other similar contracts and agreements held by DevCo III LP and relating to the Shirley-Penns Assets.
Asset Expenses ” has the meaning set forth in Section 2.3(a)(ii) .
Assumed Liabilities ” has the meaning set forth in Section 2.4 .
Board of Directors ” has the meaning set forth in the recitals to this Agreement.
Cap ” has the meaning set forth in Section 8.8(a) .
Closing ” has the meaning set forth in Section 7.1 .
Closing Date ” has the meaning set forth in Section 7.1 .
CNX ” has the meaning set forth in the recitals to this Agreement.
CNX Assignment ” means that certain Assignment and Bill of Sale substantially in the form attached as Exhibit A-2 .
CNX Closing Certificate ” has the meaning set forth in Section 6.2(c) .
CNX Credit Facility ” means that certain Amended and Restated Credit Agreement, dated as of June 18, 2014, by and among CNX Resources Corporation, the guarantors party thereto from time to time, the lenders and agents party thereto from time to time and PNC Bank, National Association, as administrative agent, as amended, amended and restated, supplemented or otherwise modified from time to time.
CNX Gathering ” has the meaning set forth in the preamble to this Agreement.
CNX GGA ” has the meaning set forth in the recitals to this Agreement.
CNX GGA Amendment ” has the meaning set forth in the recitals to this Agreement.
CNX Indemnitees ” has the meaning set forth in Section 8.1 .
CNX Interests ” has the meaning set forth in the recitals to this Agreement.
CNX Parties ” means CNX Gathering and DevCo III LP.
CNX Shirley-Penns Assets ” means all of CNX Gathering’s right, title and interest in and to (a) all surface fee interests, surface leases, easements, rights-of-way and other similar surface rights set forth on Exhibit D-1 and (b) the contracts listed on Exhibit D-2 .
Conflicts Committee ” has the meaning set forth in the recitals to this Agreement.
Conflicts Committee Information ” has the meaning set forth in Section 3.6 .
Consent ” has the meaning set forth in Section 3.4 .
Control ” means, where used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” have correlative meanings.
Damages ” has the meaning set forth in Section 8.1 .
Deductible ” has the meaning set forth in Section 8.8(a) .
DevCo Assignment ” means that certain Assignment and Bill of Sale substantially in the form attached as Exhibit A-3 .
DevCo I LP ” has the meaning set forth in the preamble to this Agreement.
DevCo III LP ” has the meaning set forth in the preamble to this Agreement.
DevCo Interests ” has the meaning set forth in the recitals to this Agreement.
DevCo Shirley-Penns Assets ” means all of DevCo III LP’s right, title and interest in and to the following, less and except the Excluded Assets:
(a)      the existing gas gathering pipelines and related facilities set forth on Exhibit C-2 (the “ Gathering System ”), together with all other equipment, machinery, fixtures, inventory and supplies and other real, personal and mixed property, operational or nonoperational, primarily used or held for use in connection with the Gathering System, including tubing, pumps, pipes, spare parts, valves, meters, motors, compression equipment, scrubbers, dehydration units, tanks, traps, cathodic protection units, processing and separation facilities, structures and materials (the “ Personal Property ”);
(b)      all surface fee interests, surface leases, easements, rights-of-way and other similar surface rights located within the area covered by the Shirley-Penns System Maps, including those described on Exhibit C-3 , to the extent, and only to the extent, (i) used or held for use in connection with the Gathering System and (ii) necessary to operate the Gathering System as the Gathering System was operated on the Closing Date;
(c)      to the extent assignable, all permits, licenses, orders, approvals, variances, waivers, franchises, rights and other authorizations issued by any Governmental Authority relating to the Gathering System and/or Personal Property;
(d)      all Applicable Contracts;
(e)      to the extent in DevCo III LP’s possession: (i) land and title records (including abstracts of title, title opinions); (ii) contract files; (iii) correspondence; (iv) maps, operations, environmental, production and accounting records; (v) facility and engineering/well files; (vi) environmental files; and (vii) permitting files, but excluding any of the foregoing items that are primarily used in connection with the ownership or operation of the Excluded Assets;
(f)      to the extent assignable, all claims and causes of action of DevCo III LP arising under or with respect to any Applicable Contracts (including claims for adjustments or refunds);
(g)      all audit rights arising under any of the Applicable Contracts to the extent and only to the extent pertaining to periods from and after the Closing; and
(h)      to the extent assignable, all rights of DevCo III LP to manufacturers’ and contractors warranties and indemnities with respect to any of the other DevCo Shirley-Penns Assets.
Effective Time ” means 12:01 a.m. local time in Pittsburgh, Pennsylvania on January 1, 2018.
Environmental Laws ” means, as in effect as of the Closing Date, all federal, provincial, state or local statutes, laws, ordinances, rules, regulations, orders, codes, decisions, injunctions or decrees that regulate or otherwise pertain to the protection of human health, safety or the environment, including, but not limited to, the management, control, discharge, emission, treatment, containment, handling, removal, use, generation, permitting, migration, storage, release, transportation, disposal, remediation, manufacture, processing or distribution of Hazardous Materials that are or may present a threat to human health or the environment.
Excluded Assets ” means all of DevCo III LP’s right, title and interest in and to any assets and properties located outside of the area identified as the “Shirley-Penns Area” on the Shirley-Penns System Maps and not related to the Gathering System.
Fairness Opinion ” has the meaning set forth in the recitals to this Agreement.
Financial Advisor ” has the meaning set forth in the recitals to this Agreement.
Financing ” has the meaning set forth in Section 5.6 .
Fundamental Representations ” has the meaning set forth in Section 8.9(a) .
Gathering System ” has the meaning set forth in the definition of DevCo Shirley-Penns Assets.
General Partner ” has the meaning set forth in the recitals to this Agreement.
Governmental Authority ” means (a) the United States of America or any state or political subdivision thereof within the United States of America and (b) any court or any governmental or administrative department, commission, board, bureau or agency of the United States of America or of any state or political subdivision thereof within the United States of America.
GP I ” has the meaning set forth in the preamble to this Agreement.
GP III ” has the meaning set forth in the preamble to this Agreement.
Group Member ” has the meaning set forth in the Partnership Agreement.
Hard Consent ” means any Consent, (a) for which the failure to obtain such Consent would cause (i) the assignment of the Shirley-Penns Assets affected thereby to the Partnership to be void or (ii) the termination of a Shirley-Penns Asset under the express terms thereof or (b) that is required from a Governmental Authority (other than a customary post-closing consent).
Hazardous Materials ” means any substance, whether solid, liquid or gaseous: (i) which is listed, defined or regulated as a “hazardous material,” “hazardous waste,” “solid waste,” “hazardous substance,” “toxic substance,” “pollutant” or “contaminant,” or words of similar meaning or import found in any applicable Environmental Law; or (ii) which is or contains asbestos, polychlorinated biphenyls, radon, urea formaldehyde foam insulation, explosives, or radioactive materials; or (iii) any petroleum, petroleum hydrocarbons, petroleum substances, petroleum or petrochemical products, natural gas, crude oil and any components, fractions, or derivatives thereof, any oil or gas exploration or production waste, and any natural gas, synthetic gas and any mixtures thereof; or (iv) radioactive material, waste and pollutants, radiation, radionuclides and their progeny, or nuclear waste including used nuclear fuel; or (v) which causes or poses a threat to cause contamination or nuisance on any properties, or any adjacent property or a hazard to the environment or to the health or safety of persons on or about any properties.
HSR Act ” shall mean the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.
Indemnity Claim ” has the meaning set forth in Section 8.3 .
Knowledge of CNX Gathering ” shall mean the actual (and not any constructive or imputed) knowledge of Nicholas Deluliis, Timothy Dugan, Joseph Fink, Stephen Johnson or Donald Rush.
Leased Real Property ” has the meaning set forth in Section 3.10(a) .
Liability ” or “ Liabilities ” means any direct or indirect liability, indebtedness, obligation, cost, expense, claim, loss, damage, deficiency, guaranty or endorsement of or by any Person, absolute or contingent, matured or unmatured, asserted or unasserted, accrued or unaccrued, due or to become due, liquidated or unliquidated.
Lien ” means any security interest, lien, deed of trust, mortgage, pledge, charge, claim, restriction, easement, encumbrance or other similar interest or right.
Material Adverse Effect ” means, with respect to any Party, any change, circumstance, effect or condition that materially adversely affects, delays or prohibits, or could reasonably be expected to materially adversely affect, delay or prohibit, the business, financial condition, assets, liabilities or results of operations of a Party, taken as a whole, such Party’s ability to satisfy its obligations under the Transaction Documents or to consummate the transactions contemplated by the Transaction Documents.
Material Contract ” has the meaning set forth in Section 3.14(a) .
OpCo ” has the meaning set forth in the preamble to this Agreement.
Owned Real Property ” has the meaning set forth in Section 3.10(a) .
Partnership ” has the meaning set forth in the preamble to this Agreement.
Partnership Agreement ” means that certain Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of January 3, 2018, as the same may be amended from time to time.
Partnership Closing Certificate ” has the meaning set forth in Section 6.3(c) .
Partnership Group ” has the meaning set forth in the Partnership Agreement.
Partnership Indemnitees ” has the meaning set forth in Section 8.2 .
Partnership Parties ” means the Partnership and DevCo I LP.
Party ” and “ Parties ” have the meanings set forth in the preamble to this Agreement.
Permits ” has the meaning set forth in Section 3.13(a) .
Permitted Lien ” means any Liens that, individually or in the aggregate, would not (or would not be reasonably expected to) prevent or substantially impair the ownership, operation or use of any of the Shirley-Penns Assets in the ordinary course of business consistent with past practices and in material compliance with applicable laws.
Personal Property ” has the meaning set forth in the definition of DevCo Shirley-Penns Assets.
Person ” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.
Prime Rate ” means the rate of interest published from time to time as the “Prime Rate” in the “Money Rates” section of The Wall Street Journal.
Proceedings ” has the meaning set forth in Section 3.5 .
Public Unitholders ” has the meaning set forth in the recitals to this Agreement.
Purchase Price ” has the meaning set forth in Section 2.1 .
Real Property ” has the meaning set forth in Section 3.10(b) .
Reorganization ” means the transactions contemplated by Section 5.2(a) , Section 5.2(b) and Section 5.2(c) .
Rights-of-Way ” has the meaning set forth in Section 3.10(b) .
Securities Act ” means the Securities Act of 1933, as amended.
Shirley-Penns Assets ” means, collectively, the DevCo Shirley-Penns Assets and the CNX Shirley-Penns Assets.
Shirley-Penns System Maps ” means the maps set forth on Exhibit C-1 .
SP Holdings ” has the meaning set forth in the recitals to this Agreement.
SP Holdings Assignment ” means that certain Membership Interest Assignment substantially in the form attached as Exhibit A-1 .
SP Holdings Distribution ” has the meaning set forth in Section 5.2(d) .
SP Holdings Interests ” has the meaning set forth in Section 5.2(a) .
Tax ” or “ Taxes ” means any federal, state, local or foreign income tax, ad valorem tax, excise tax, sales tax, use tax, franchise tax, real or personal property tax, transfer tax, gross receipts tax or other tax, assessment, duty, fee, levy or other governmental charge, together with and including, any and all interest, fines, penalties, assessments, and additions to Tax resulting from, relating to, or incurred in connection with any of those or any contest or dispute thereof.
Tax Authority ” means any Governmental Authority having jurisdiction over the payment or reporting of any Tax.
Tax Proceeding ” has the meaning set forth in Section 5.7(b) .
Tax Return ” means any report, statement, form, return or other document or information required to be supplied to a Tax Authority in connection with Taxes.
Transaction ” has the meaning set forth in the recitals to this Agreement.
Transaction Documents ” means this Agreement, the SP Holdings Assignment, the CNX Assignment, the DevCo Assignment and any other document delivered pursuant to Section 7.2 or Section 7.3 of this Agreement.
Transaction Taxes ” has the meaning set forth in Section 2.5 .


US-DOCS\98173696.8
36892784.8


Exhibit 12

Computation of Ratio of Earnings to Fixed Charges
(In Thousands)


 
 
Twelve Months Ended December 31,
 
 
2017
 
2016
 
2015
 
2014
 
2013
Earnings:
 
 
 
 
 
 
 
 
 
 
     Income (Loss) from Continuing Operations Before
      Income Taxes
 
$
118,581

 
$
(585,348
)
 
$
(930,557
)
 
$
(232,154
)
 
$
(264,529
)
     Fixed Charges, as Shown Below
 
167,219

 
189,214

 
207,929

 
242,663

 
264,683

Amortization of Capitalized Interest
 
7

 
1

 

 

 

     Equity in Income of Investees, Net of Distributions
 
(9,293
)
 
(19,013
)
 
(24,729
)
 
(29,144
)
 
(15,516
)
Interest Capitalized
 
(177
)
 
(95
)
 
(21
)
 

 

Noncontrolling Interest
 

 

 

 

 
1,386

Adjusted Earnings
 
$
276,337

 
$
(415,241
)
 
$
(747,378
)
 
$
(18,635
)
 
$
(13,976
)
 
 
 
 
 
 
 
 
 
 
 
Fixed Charges:
 
 
 
 
 
 
 
 
 
 
     Interest on Indebtedness, Expensed or Capitalized
 
$
161,620

 
$
182,290

 
$
199,142

 
$
234,100

 
$
256,782

     Interest within Rent Expense
 
5,599

 
6,924

 
8,787

 
8,563

 
7,901

Total Fixed Charges
 
$
167,219

 
$
189,214

 
$
207,929

 
$
242,663

 
$
264,683

 
 
 
 
 
 
 
 
 
 
 
Ratio of Earnings to Fixed Charges
 
1.65


(2.19
)
 
(3.59
)
 
(0.08
)
 
(0.05
)





Exhibit 21

CNX RESOURCES CORPORATION
SUBSIDIARIES
As of January 18, 2018

(In alphabetical order)
Cardinal States Gathering Company (a Virginia general partnership)
CNX Gas Company LLC (a Virginia limited liability company)
CNX Gas Corporation (a Delaware corporation)
CNX Land LLC (a Delaware limited liability company)
CNX Resource Holdings LLC (a Delaware limited liability company)
CNX Water Assets LLC (formerly CONSOL of WV LLC) (d/b/a CONVEY Water Systems) (a West Virginia limited liability Company)
MOB Corporation (a Pennsylvania corporation)
Mon-View, LLC (a West Virginia limited liability company)
Pocahontas Gas LLC (a Delaware limited liability company)
Terra Firma Company (a West Virginia corporation)
 
CNX MIDSTREAM RELATED SUBSIDIARIES
CNX Gathering LLC (a Delaware limited liability company)
CNX Midstream GP LLC (a Delaware limited liability company)
CNX Midstream Partners LP (a Delaware limited liability company)
CNX Midstream Finance Corp. (a Delaware limited liability company)
CNX Midstream Operating Company LLC (a Delaware limited liability company)
CNX Midstream DevCo I GP LLC (a Delaware limited liability company)
CNX Midstream DevCo I LP (a Delaware limited liability company)
CNX Midstream DevCo II GP LLC (a Delaware limited liability company)
CNX Midstream DevCo II LP (a Delaware limited liability company)
CNX Midstream DevCo III GP LLC (a Delaware limited liability company)
CNX Midstream DevCo III LP (a Delaware limited liability company)





Exhibit 23.1

Consent of Independent Registered Public Accounting Firm


We consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-183039, File No. 333-167892, File No. 333-126057, File No. 333-126056, File No. 333-113973, File No. 333-87545, File No. 333-160273, File No. 333-177023, and File No. 333-211286) of CNX Resources Corporation and Subsidiaries of our reports dated February 7, 2018, with respect to the consolidated financial statements and schedule of CNX Resources Corporation and Subsidiaries and the effectiveness of internal control over financial reporting of CNX Resources Corporation and Subsidiaries included in this Annual Report (Form 10-K) for the year ended December 31, 2017.

/s/ Ernst & Young, LLP
Pittsburgh, Pennsylvania
February 7, 2018







Consent of Independent Petroleum Engineers and Geologists

As independent petroleum engineers, we hereby consent to (a) the use of our audit letter relating to the proved reserves of gas and oil (including coalbed methane) of CNX Resources Corporation as of December 31, 2017 (b) the references to us as experts in CNX Resources Corporation's Annual Report on Form 10-K for the year ended December 31, 2017 and (c) the incorporation by reference of our name and our audit letter into CNX Resources Corporation's Registration Statements on Form S-8 (File No. 333-183039, File No. 333-167892, File No. 333-126057, File No. 333-126056, File No. 333-113973, File No. 333-87545, File No. 333-160273, File No. 333-177023 and File No. 333-211286) , that incorporate by reference such Form 10-K.
We further wish to advise that we are not employed on a contingent basis and that at the time of the preparation of our report, as well as at present, neither Netherland, Sewell & Associates, Inc. nor any of its employees had, or now has, a substantial interest in CNX Resources Corporation or any of its subsidiaries, as a holder of its securities, promoter, underwriter, voting trustee, director, officer or employee.
                                     
NETHERLAND, SEWELL & ASSOCIATES, INC.
 
 
By:
/s/ DANNY D. SIMMONS, P.E.
 
Danny D. Simmons, P.E.
 
President and Chief Operating Officer

Houston, Texas
February 7, 2018





Exhibit 31.1

CERTIFICATIONS

I, Nicholas J. DeIuliis, certify that:

1.
I have reviewed this Annual Report on Form 10-K of CNX Resources Corporation;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date:
February 7, 2018
 
 
 
 
/s/ Nicholas J. DeIuliis
 
Nicholas J. DeIuliis
 
Director, Chief Executive Officer and President
 
(Principal Executive Officer)
 





Exhibit 31.2

CERTIFICATIONS
 
I, Donald W. Rush, certify that:

1.
I have reviewed this Annual Report on Form 10-K of CNX Resources Corporation;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information;

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date:
February 7, 2018
 
 
 
 
/s/ Donald W. Rush
 
Donald W. Rush
 
Chief Financial Officer and Executive Vice President
(Principal Financial Officer)
 





Exhibit 32.1

CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350

I, Nicholas J. DeIuliis , President and Chief Executive Officer (principal executive officer) of CNX Resources Corporation (the “Registrant”), certify that to my knowledge, based upon a review of the Annual Report on Form 10-K for the period ended December 31, 2017 , of the Registrant (the “Report”):
 
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
 
Date:
February 7, 2018
 
 
 
 
/s/ Nicholas J. DeIuliis
 
Nicholas J. DeIuliis
 
Director, Chief Executive Officer and President
 
(Principal Executive Officer)
 






Exhibit 32.2

CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350

I, Donald W. Rush, Chief Financial Officer (principal financial officer) of CNX Resources Corporation (the “Registrant”), certify that to my knowledge, based upon a review of the Annual Report on Form 10-K for the period ended December 31, 2017 , of the Registrant (the “Report”):
 
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:
February 7, 2018
 
 
 
 
/s/ Donald W. Rush
 
Donald W. Rush
 
Chief Financial Officer and Executive Vice President
(Principal Financial Officer)
 






Exhibit 95

Mine Safety and Health Administration Safety Data
The information provided on this Exhibit has been provided for the eleven months ended November 30, 2017 as a result of the spin-off separation of CONSOL Energy Inc., formerly named CONSOL Mining Corporation, as an independent public company that holds the coal assets and liabilities previously owned by CNX Resources Corporation, formerly known as CONSOL Energy Inc. Following the separation, which was effective November 28, 2017, CONSOL Energy assumed responsibility for coal mines that are the subject of this Exhibit reporting.
We believe that CONSOL Energy is one of the safest mining companies in the world. The Company has in place health and safety programs that include extensive employee training, accident prevention, workplace inspection, emergency response, accident investigation, regulatory compliance and program auditing. The objectives of our health and safety programs are to eliminate workplace incidents, comply with all mining-related regulations and provide support for both regulators and the industry to improve mine safety.
The operation of our mines is subject to regulation by the federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977 (Mine Act). MSHA inspects our mines on a regular basis and issues various citations, orders and violations when it believes a violation has occurred under the Mine Act. We present information below regarding certain mining safety and health violations, orders and citations issued by MSHA and related assessments and legal actions and mine-related fatalities with respect to our coal mining operations. In evaluating this information, consideration should be given to factors such as: (i) the number of violations, orders and citations will vary depending on the size of the coal mine, (ii) the number of violations, orders and citations issued will vary from inspector to inspector and mine to mine, and (iii) violations, orders and citations can be contested and appealed, and in that process, are often reduced in severity and amount, and are sometimes dismissed.

The table below sets forth, for the eleven months ended November 30, 2017 for each coal mine of CONSOL Energy and its subsidiaries that has an outstanding MSHA citation, order or violation, the total number of:  (i) violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard under section 104 of the Mine Act for which the operator received a citation from MSHA; (ii) orders issued under section 104(b) of the Mine Act; (iii) citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under section 104(d) of the Mine Act; (iv) flagrant violations under section 110(b)(2) of the Mine Act; (v) imminent danger orders issued under section 107(a) of the Mine Act; (vi) proposed assessments from MHSA (regardless of whether CONSOL Energy has challenged or appealed the assessment); (vii) mining-related fatalities; (viii) notices from MSHA of a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of coal or other mine health or safety hazards under section 104(e) of the Mine Act; (ix) notices from MSHA regarding the potential to have a pattern of violations as referenced in (viii) above; and (x) pending legal actions before the Federal Mine Safety and Health Review Commission (as of November 30, 2017) involving such coal or other mine, as well as the aggregate number of legal actions instituted and the aggregate number of legal actions resolved during the reporting period.




1




 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Received
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notice
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Received
 
of
 
Legal
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Dollar
 
Total
 
Notice of
 
Potential
 
Actions
 
 
 
 
 
 
 
 
 
 
 
 
Section
 
 
 
 
 
Value of
 
Number
 
Pattern of
 
to have
 
Pending
 
Legal
 
Legal
 
 
 
 
Section
 
 
 
104(d)
 
 
 
 
 
MSHA
 
of
 
Violations
 
Pattern
 
as of
 
Actions
 
Actions
Mine or Operating
 
104
 
Section
 
Citations
 
Section
 
Section
 
Assessments
 
Mining
 
Under
 
Under
 
Last
 
Initiated
 
Resolved
Name/MSHA
 
S&S
 
104(b)
 
and
 
110(b)(2)
 
107(a)
 
Proposed (in
 
Related
 
Section
 
Section
 
Day of
 
During
 
During
Identification Number
 
Citations
 
Orders
 
Orders
 
Violations
 
Orders
 
dollars)
 
Fatalities
 
104(e)
 
104(e)
 
Period (1)
 
Period
 
Period
Active Operations (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bailey
 
36-07230
 
82

 

 

 

 

 
$
124,382

 

 
No
 
No
 
31

 
11

 
4

Enlow Fork
 
36-07416
 
89

 

 
2

 

 

 
$
238,566

 

 
No
 
No
 
26

 
12

 
7

Harvey
 
36-10045
 
43

 

 
2

 

 

 
$
83,725

 

 
No
 
No
 
19

 
11

 
5

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
214

 

 
4

 

 

 
$
446,673

 

 
 
 
 
 
76

 
34

 
16




(1) See table below for additional detail regarding Legal Actions Pending as of November 30, 2017. With respect to Contests of Proposed Penalties, we have included the number of dockets (as opposed to citations) when counting the number of Legal Actions Pending as of November 30, 2017.
(2) Effective as of November 28, 2017, responsibility for the mines was assumed by CONSOL Energy Inc., formerly CONSOL Mining Corporation, as part of the separation of the coal company and natural gas company, as discussed in the CNX Resources Corporation Annual Report on Form 10-K, with which this Exhibit is filed.



2




Mine or Operating Name/MSHA Identification Number
 
Contests of Citations, Orders
(as of 11.30.2017)
(a)
 
Contests of Proposed Penalties
(as of 11.30.2017)

(b)
 
Complaints for Compensation
(as of 11.30.2017)

(c)
 
Complaints of Discharge, Discrimination or Interference
(as of 11.30.2017)

(d)
 
Applications for Temporary Relief
(as of 11.30.2017)

(e)
 
Appeals of Judges' Decisions or Order
(as of 11.30.2017)

(f)
 
 
 
 
 
Dockets
 
Citations
 
 
 
 
Active Operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bailey
 
36-07230
 

 
31

 
173

 

 

 

 

Enlow Fork
 
36-07416
 

 
26

 
269

 

 

 

 

Harvey
 
36-10045
 

 
19

 
90

 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
76

 
532

 

 

 

 



(a) Represents (if any) contests of citations and orders, which typically are filed prior to an operator's receipt of a proposed penalty assessment from MSHA or relate to orders for which penalties are not assessed (such as imminent danger orders under Section 107 of the Mine Act). This category includes: (i) contests of citations or orders issued under section 104 of the Mine Act, (ii) contests of imminent danger withdrawal orders under section 107 of the Mine Act, and (iii) Emergency response plan dispute proceedings (as required under the Mine Improvement and New Emergency Response Act of 2006, Pub. L. No. 109-236, 120 Stat. 493).

(b) Represents (if any) contests of proposed penalties, which are administrative proceedings before the Federal Mine Safety and Health Review Commission (“FMSHRC”) challenging a civil penalty that MSHA has proposed for the violation contained in a citation or order. This column includes one action involving civil penalties against agents of the operator that have been contested and two appeals of a decision or order.

(c) Represents (if any) complaints for compensation, which are cases under section 111 of the Mine Act that may be filed with the FMSHRC by miners idled by a closure order issued by MSHA who are entitled to compensation.

(d) Represents (if any) complaints of discharge, discrimination or interference under section 105 of the Mine Act, which cover: (i) discrimination proceedings involving a miner's allegation that he or she has suffered adverse employment action because he or she engaged in activity protected under the Mine Act, such as making a safety complaint, and (ii) temporary reinstatement proceedings involving cases in which a miner has filed a complaint with MSHA stating that he or she has suffered such discrimination and has lost his or her position. Complaints of Discharge, Discrimination, or Interference are also included in Contests of Proposed Penalties, Column B.

(e) Represents (if any) applications for temporary relief, which are applications under section 105(b)(2) of the Mine Act for temporary relief from any modification or termination of any order or from any order issued under section 104 of the Mine Act (other than citations issued under section 104(a) or (f) of the Mine Act).

(f) Represents (if any) appeals of judges' decisions or orders to the FMSHRC, including petitions for discretionary review and review by the FMSHRC on its own motion.

(g) Effective as of November 28, 2017, responsibility for the mines was assumed by CONSOL Energy Inc., formerly CONSOL Mining Corporation, as part of the separation of the coal company and natural gas company, as discussed in the CNX Resources Corporation Annual Report on Form 10-K, with which this Exhibit is filed.


3


Exhibit 99.1

February 5, 2018


Mr. Jeremy Hayhurst
CNX Resources Corporation
1000 Consol Energy Drive
Canonsburg, Pennsylvania 15317

Dear Mr. Hayhurst:

In accordance with your request, we have audited the estimates prepared by CNX Resources Corporation (CNX), as of December 31, 2017, of the proved reserves and future revenue to the CNX interest in certain oil and gas properties located in the United States. It is our understanding that the proved reserves estimates shown herein constitute all of the proved reserves owned by CNX. We have examined the estimates with respect to reserves quantities, reserves categorization, future producing rates, future net revenue, and the present value of such future net revenue, using the definitions set forth in U.S. Securities and Exchange Commission (SEC) Regulation S-X Rule 4-10(a). The estimates of reserves and future revenue have been prepared in accordance with the definitions and regulations of the SEC and, with the exception of the exclusion of future income taxes, conform to the FASB Accounting Standards Codification Topic 932, Extractive Activities-Oil and Gas. We completed our audit on or about the date of this letter. This report has been prepared for CNX's use in filing with the SEC; in our opinion the assumptions, data, methods, and procedures used in the preparation of this report are appropriate for such purpose.

The following table sets forth CNX's estimates of the net reserves and future net revenue, as of December 31, 2017, for the audited properties:
 
 
Net Reserves
 
Future Net Revenue (M$)
 
 
Oil
 
NGL
 
Gas
 
 
 
Present Worth
Category
 
(MBBL)
 
(MBBL)
 
(MMCF)
 
Total
 
at 10%
Proved Developed Producing
 
3,566.602

 
56,022.422

 
4,027,997.500

 
6,424,509.065

 
2,927,918.113

Proved Developed Non-Producing
 
0.872

 
0.000

 
23,528.373

 
36,466.031

 
15,874.376

Proved Undeveloped  
 
1,383.286

 
15,669.207

 
3,070,233.000

 
3,855,723.000

 
1,195,924.875

Total Proved
 
4,950.760

 
71,691.633

 
7,121,757.500

 
10,316,699.000

 
4,139,716.500

Totals may not add because of rounding.

The oil volumes shown include crude oil and condensate. Oil and natural gas liquids (NGL) volumes are expressed in thousands of barrels (MBBL); a barrel is equivalent to 42 United States gallons. Gas volumes are expressed in millions of cubic feet (MMCF) at standard temperature and pressure bases. The table following this letter sets forth CNX's estimates of net reserves and future revenue by reserves category.

When compared on a lease-by-lease basis, some of the estimates of CNX are greater and some are less than the estimates of Netherland, Sewell & Associates, Inc. (NSAI). However, in our opinion the estimates shown herein of CNX's reserves and future revenue are reasonable when aggregated at the proved level and have been prepared in accordance with the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers (SPE Standards). Additionally, these estimates are within the recommended 10 percent tolerance threshold set forth in the SPE Standards. We are satisfied with the methods and procedures used by CNX in preparing the December 31, 2017, estimates of reserves and future revenue, and we saw nothing of an unusual nature that would cause us to take exception with the estimates, in the aggregate, as prepared by CNX.

Reserves categorization conveys the relative degree of certainty; reserves subcategorization is based on development and production status. The estimates of reserves and future revenue included herein have not been adjusted for risk. CNX's estimates do not include probable or possible reserves that may exist for these properties, nor do they include any value for undeveloped acreage beyond those tracts for which undeveloped reserves have been estimated.

Prices used by CNX are based on the 12-month unweighted arithmetic average of the first-day-of-the-month price for each month in the period January through December 2017. For oil and NGL volumes, the average West Texas Intermediate spot price of $51.34 per barrel is adjusted for quality, transportation fees, and market differentials. For gas volumes, the average Henry Hub





spot price of $2.976 per MMBTU is adjusted for energy content, transportation fees, and market differentials. All prices are held constant throughout the lives of the properties. The average adjusted product prices weighted by production over the remaining lives of the properties are $38.65 per barrel of oil, $23.61 per barrel of NGL, and $2.44 per MCF of gas. This report includes the effects of several gas price hedge contracts currently in place.

Operating costs used by CNX are based on historical operating expense records. These costs include the per-well overhead expenses allowed under joint operating agreements along with estimates of costs to be incurred at and below the district and field levels. Operating costs have been divided into per-well costs and per-unit-of-production costs. Headquarters general and administrative overhead expenses of CNX are included to the extent that they are covered under joint operating agreements for the operated properties. The fees associated with CNX's firm transportation contracts are included as additional operating expenses. Capital costs used by CNX are based on authorizations for expenditure and actual costs from recent activity. Capital costs are included as required for workovers, new development wells, and production equipment. Abandonment costs used are CNX's estimates of the costs to abandon the wells and production facilities, net of any salvage value. Operating, capital, and abandonment costs are not escalated for inflation.

The reserves shown in this report are estimates only and should not be construed as exact quantities. Proved reserves are those quantities of oil and gas which, by analysis of engineering and geoscience data, can be estimated with reasonable certainty to be economically producible; probable and possible reserves are those additional reserves which are sequentially less certain to be recovered than proved reserves. Estimates of reserves may increase or decrease as a result of market conditions, future operations, changes in regulations, or actual reservoir performance. In addition to the primary economic assumptions discussed herein, estimates of CNX and NSAI are based on certain assumptions including, but not limited to, that the properties will be developed consistent with current development plans as provided to us by CNX, that the properties will be operated in a prudent manner, that no governmental regulations or controls will be put in place that would impact the ability of the interest owner to recover the reserves, and that projections of future production will prove consistent with actual performance. If the reserves are recovered, the revenues therefrom and the costs related thereto could be more or less than the estimated amounts. Because of governmental policies and uncertainties of supply and demand, the sales rates, prices received for the reserves, and costs incurred in recovering such reserves may vary from assumptions made while preparing these estimates.

It should be understood that our audit does not constitute a complete reserves study of the audited oil and gas properties. Our audit consisted primarily of substantive testing, wherein we conducted a detailed review of all properties. In the conduct of our audit, we have not independently verified the accuracy and completeness of information and data furnished by CNX with respect to ownership interests, oil and gas production, well test data, historical costs of operation and development, product prices, or any agreements relating to current and future operations of the properties and sales of production. However, if in the course of our examination something came to our attention that brought into question the validity or sufficiency of any such information or data, we did not rely on such information or data until we had satisfactorily resolved our questions relating thereto or had independently verified such information or data. Our audit did not include a review of CNX's overall reserves management processes and practices.

We used standard engineering and geoscience methods, or a combination of methods, including performance analysis, volumetric analysis, and analogy, that we considered to be appropriate and necessary to establish the conclusions set forth herein. As in all aspects of oil and gas evaluation, there are uncertainties inherent in the interpretation of engineering and geoscience data; therefore, our conclusions necessarily represent only informed professional judgment.

Supporting data documenting this audit, along with data provided by CNX, are on file in our office. The technical persons primarily responsible for conducting this audit meet the requirements regarding qualifications, independence, objectivity, and confidentiality set forth in the SPE Standards. Mr. Richard B. Talley, Jr., a Licensed Professional Engineer in the State of Texas, has been practicing consulting petroleum engineering at NSAI since 2004 and has over 5 years of prior industry experience. Mr. Edward C. Roy III, a Licensed Professional Geoscientist in the State of Texas, has been practicing consulting petroleum geoscience at NSAI since 2008 and has over 11 years of prior industry experience. We are independent petroleum engineers, geologists, geophysicists, and petrophysicists; we do not own an interest in these properties nor are we employed on a contingent basis.





Sincerely,







 
 
 
NETHERLAND, SEWELL & ASSOCIATES, INC.
 
 
 
Texas Registered Engineering Firm F-2699
 
 
 
 
 
 
 
 
By:
/s/ C.H. (Scott) Rees III
 
 
 
 
C.H. (Scott) Rees III, P.E.
 
 
 
 
Chairman and Chief Executive Officer
 
 
 
 
 
By:
/s/ Richard B. Talley, Jr.
 
By:
/s/ Edward C. Roy III
 
Richard B. Talley, Jr., P.E. 102425
 
 
Edward C. Roy III, P.G. 2364
 
Senior Vice President
 
 
Vice President
 
 
 
 
 
Date Signed: February 5, 2018
 
Date Signed: February 5, 2018
 
 
 
 
 
RBT:LNH
 
 
 







SUMMARY OF NET RESERVES AND FUTURE REVENUE
CNX RESOURCES CORPORATION INTEREST
AS OF DECEMBER 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment
 
 
 
 
 
 
Net Reserves
 
Future
 
Operating
 
 
 
Including
 
Future Net Revenue (M$)
 
 
Oil
 
NGL
 
Gas
 
Gross Revenue
 
Expense
 
Taxes
 
Abandonment
 
 
 
Discounted
Category
 
(MBBL)
 
(MBBL)
 
(MMCF)
 
(M$)
 
(M$)
 
(M$)
 
(M$)
 
Total
 
At 10%
Proved Developed Producing
 
3,566.602

 
56,022.422

 
4,027,997.500

 
11,312,887.000

 
4,198,175.500

 
285,614.469

 
410,435.281

 
6,418,669.500

 
2,909,566.000

Other Revenue and Costs (1)
 

 

 

 
34,130.254

 
28,290.689

 

 

 
5,839.565

 
18,352.113

Total Proved Developed Producing
 
3,566.602

 
56,022.422

 
4,027,997.500

 
11,347,017.250

 
4,226,466.189

 
285,614.469

 
410,435.281

 
6,424,509.065

 
2,927,918.113

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proved Developed Non-Producing
 
0.872

 

 
23,528.373

 
64,781.871

 
23,721.586

 
2,036.805

 
2,557.471

 
36,466.031

 
15,874.376

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proved Undeveloped
 
1,383.286

 
15,699.207

 
3,070,233.000

 
7,849,780.000

 
2,509,159.250

 
187,304.281

 
1,297,592.750

 
3,855,723.000

 
1,195,924.875

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Proved
 
4,950.760

 
71,691.633

 
7,121,757.500

 
19,261,578.000

 
6,759,347.500

 
474,955.562

 
1,710,585.375

 
10,316,699.000

 
4,139,716.500

Totals may not add because of rounding.

(1) The oil volumes include crude oil and condensate.
(2) Other revenue and costs include revenue from gas price hedge contracts and costs associated with the Buchanan County pipeline.



This table contains CNX Resources Corporation's estimates of net reserves and future net revenue.





















All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions





FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
Page
Report of Independent Registered Public Accounting Firm
2
Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016, and 2015
3
Consolidated Balance Sheets at December 31, 2017 and 2016
4
Consolidated Statements of Members' Equity and Noncontrolling Interest for the Years Ended December 31, 2017, 2016, and 2015
5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016, and 2015
6
Notes to the Consolidated Financial Statements
7



1



Report of Independent Auditors


To The Board of Directors of CNX Resources Corporation

We have audited the accompanying financial statements of CNX Gathering LLC (formerly CONE Gathering LLC), which comprise the consolidated balance sheets as of December 31, 2017 and 2016, and the related consolidated statements of operations, parent net equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of CNX Gathering LLC at December 31, 2017 and 2016, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2017 in conformity with U.S. generally accepted accounting principles.


/s/ Ernst & Young LLP
 
 
 
 
 
Pittsburgh, Pennsylvania
 
February 7, 2018
 


2



CNX GATHERING LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)

 
For the Years Ended December 31,
 
2017
 
2016
 
2015
Revenue
 
 
 
 
 
Gathering revenue — related party
$
185,869
 
 
$
240,605

 
 
$
205,576

 
Gathering revenue — third party
49,400
 
 
 
 
 
 
 
Total Revenue
235,269
 
 
240,605
 
 
 
205,576
 
 
 
 
 
 
 
 
Expenses
 
 
 
 
 
Operating expense — third party
27,284
 
 
31,871
 
 
 
30,479
 
 
Operating expense — related party
25,793
 
 
29,773
 
 
 
29,988
 
 
General and administrative expense — third party
6,539
 
 
5,523
 
 
 
6,349
 
 
General and administrative expense — related party
11,002
 
 
10,600
 
 
 
9,097
 
 
Loss on asset sales
3,914
 
 
10,083
 
 
 
 
 
Depreciation expense
23,835
 
 
22,294
 
 
 
16,024
 
 
Interest expense
4,560
 
 
1,799
 
 
 
1,115
 
 
Total Expense
102,927
 
 
111,943
 
 
 
93,052
 
 
Net Income
132,342
 
 
128,662
 
 
 
112,524
 
 
Less: Net income attributable to noncontrolling interest
109,379
 
 
93,960
 
 
 
69,822
 
 
Net Income Attributable to CNX Gathering LLC
$
22,963
 
 
$
34,702

 
 
$
42,702

 



















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

3



CNX GATHERING LLC
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
 
December 31,
 
2017
 
2016
ASSETS
 
 
 
Current Assets:
 
 
 
Cash
$
8,348
 
 
$
8,516

 
Receivables:
 
 
 
Receivables — related party (Note 5)
12,909
 
 
19,278
 
 
Receivables — third party (Note 5)
8,290
 
 
 
 
Other current assets
2,169
 
 
2,181
 
 
Total Current Assets
31,716
 
 
29,975
 
 
Property and Equipment:
 
 
 
Property and equipment (Note 6)
1,021,653
 
 
985,028
 
 
Less — accumulated depreciation
76,694
 
 
54,587
 
 
Property and Equipment — Net
944,959
 
 
930,441
 
 
Other assets ( Note 7)
593
 
 
8,961
 
 
TOTAL ASSETS
$
977,268
 
 
$
969,377

 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Current Liabilities:
 
 
 
Accounts payable
$
23,683
 
 
$
17,998

 
Accounts payable — related party (Note 8)
2,376
 
 
8,185
 
 
Total Current Liabilities
26,059
 
 
26,183
 
 
Other Liabilities:
 
 
 
CNXM Revolving credit facility (Note 9)
149,500
 
 
167,000
 
 
Total Liabilities
175,559
 
 
193,183
 
 
Members’ Equity and Noncontrolling Interest:
 
 
 
Members’ equity
297,993
 
 
309,539
 
 
Noncontrolling interest
503,716
 
 
466,655
 
 
Total Members’ Equity and Noncontrolling Interest
801,709
 
 
776,194
 
 
TOTAL LIABILITIES AND PARTNERS’ CAPITAL
$
977,268
 
 
$
969,377

 










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


4



CNX GATHERING LLC
CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY AND NONCONTROLLING INTEREST
(Dollars in thousands)
 
 
Members’
 
Noncontrolling
 
 
 
 
Equity
 
Interest
 
Total
Balance at December 31, 2014
 
$
205,022

 
 
$
411,010

 
 
$
616,032
 
Net income
 
42,702
 
 
 
69,822
 
 
 
112,524
 
Member contributions/(distributions), net
 
174,319
 
 
 
 
 
 
174,319
 
CNXM quarterly distributions to noncontrolling interest holders
 
 
 
 
(51,052)
 
 
 
(51,052)
 
Unit-based compensation
 
 
 
 
402
 
 
 
402
 
Balance at December 31, 2015
 
$
422,043

 
 
$
430,182

 
 
$
852,225
 
Net income
 
34,702
 
 
 
93,960
 
 
 
128,662
 
Member contributions/(distributions), net
 
(147,206)
 
 
 
 
 
 
(147,206)
 
CNXM quarterly distributions to noncontrolling interest holders
 
 
 
 
(58,239)
 
 
 
(58,239)
 
Unit-based compensation, net of tax withholdings

 
 
 
 
752
 
 
 
752
 
Balance at December 31, 2016
 
$
309,539

 
 
$
466,655

 
 
$
776,194
 
Net income
 
22,963
 
 
 
109,379
 
 
 
132,342
 
Member contributions/(distributions), net
 
(39,563)
 
 
 
 
 
 
(39,563)
 
CNXM quarterly distributions to noncontrolling interest holders
 
 
 
 
(73,058)
 
 
 
(73,058)
 
Non-cash contribution of assets from members
 
5,054
 
 
 
 
 
 
5,054
 
Unit-based compensation, net of tax withholdings
 
 
 
 
740
 
 
 
740
 
Balance at December 31, 2017
 
$
297,993

 
 
$
503,716

 
 
$
801,709
 


























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

5



CNX GATHERING LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
Cash Flows from Operating Activities:
 
 
 
 
 
Net income
$
132,342
 
 
$
128,662

 
 
$
112,524

 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Depreciation expense and amortization of debt issuance costs
23,998
 
 
22,457
 
 
 
16,248
 
 
Unit-based compensation
1,176
 
 
775
 
 
 
402
 
 
Loss on asset sales
3,914
 
 
10,083
 
 
 
 
 
Other
882
 
 
741
 
 
 
 
 
Changes in assets and liabilities:
 
 
 
 
 
Receivables — related party
6,369
 
 
10,445
 
 
 
(5,334)
 
 
Receivables — third party
(8,290)
 
 
 
 
 
 
 
Other current and non-current assets
167
 
 
(140)
 
 
 
(728)
 
 
Accounts payable
2,628
 
 
(24,221)
 
 
 
(11,905)
 
 
Accounts payable — related party
(5,850)
 
 
6,608
 
 
 
(701)
 
 
Net Cash Provided by Operating Activities
157,336
 
 
155,410
 
 
 
110,506
 
 
 
 
 
 
 
 
Cash Flows from Investing Activities:
 
 
 
 
 
Capital expenditures
(48,478)
 
 
(53,831)
 
 
 
(298,636)
 
 
Proceeds from sale of assets
21,531
 
 
5,332
 
 
 
 
 
Net Cash Used in Investing Activities
(26,947)
 
 
(48,499)
 
 
 
(298,636)
 
 
 
 
 
 
 
 
Cash Flows from Financing Activities:
 
 
 
 
 
Members’ equity and noncontrolling interest holder activity
(39,563)
 
 
(140,340)
 
 
 
199,688
 
 
Quarterly distributions paid to CNXM noncontrolling interest holders
(73,058)
 
 
(58,239)
 
 
 
(51,052)
 
 
Net (payments) proceeds from CNXM revolving credit facility
(17,500)
 
 
93,500
 
 
 
42,200
 
 
Vested units withheld for unitholder taxes
(436)
 
 
(23)
 
 
 
 
 
Net Cash (Used In) Provided by Financing Activities
(130,557)
 
 
(105,102)
 
 
 
190,836
 
 
 
 
 
 
 
 
Net (Decrease) Increase in Cash
(168)
 
 
1,809
 
 
 
2,706
 
 
Cash at Beginning of Period
8,516
 
 
6,707
 
 
 
4,001
 
 
Cash at End of Period
$
8,348
 
 
$
8,516

 
 
$
6,707

 
 
 
 
 
 
 
Cash Paid During the Period For:
 
 
 
 
 
Interest
4,437
 
 
1,921
 
 
 
301
 
 
 
 
 
 
 
 
Non-cash Investing Activities:
 
 
 
 
 
Accrued capital expenditures
9,942
 
 
5,880
 
 
 
18,593
 
 




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



6



CNX GATHERING LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF BUSINESS
Description of Business
CNX Gathering LLC (“CNX Gathering”, “CNXG”, or the “Company”), formerly known as CONE Gathering LLC, a Delaware limited liability company, is a joint venture that was formed in September 2011 by CNX Resources Corporation (NYSE: CNX) (“CNX”), formerly known as CONSOL Energy Inc., and Noble Energy, Inc. (NYSE: NBL) (“Noble Energy”), primarily to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service their production in the Marcellus Shale in Pennsylvania and West Virginia. CNX Gathering owns a 100% membership interest in CNX Midstream GP LLC (the “GP”), formerly known as CONE Midstream GP LLC (the “general partner”), which is the general partner of CNX Midstream Partners LP (NYSE: CNXM) (“CNXM” or the “Partnership”), formerly known as CONE Midstream Partners LP, which is a publicly traded master limited partnership formed in May 2014 by CNX and Noble Energy. The Partnership accounts for substantially all of CNX Gathering’s revenues.
The consolidated financial statements of the Company include the accounts of CNX Gathering and all its subsidiaries, ventures and partnerships in which a controlling interest is held, including the Partnership and its general partner. All intercompany accounts and transactions have been eliminated in consolidation. The results of the Partnership are consolidated in the Company’s financial statements. The Company records the noncontrolling interests of the public limited partners of the Partnership in its financial statements.
CNX Gathering’s assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities. CNX Gathering’s midstream assets include the “Anchor Systems,” “Growth Systems”, “Additional Systems”, and “Other Systems”, which are generally segregated based their relative current cash flows, growth profiles, capital expenditure requirements and the timing of their development. Below is a summary of the Company’s midstream assets:
Our Anchor Systems include our most developed midstream systems that generate the largest portion of our current cash flows, which includes our three primary midstream systems (the McQuay System, the Majorsville System and the Mamont System) and related assets.
Our Growth Systems are primarily located in the dry gas regions of our dedicated acreage that are generally in earlier phases of development and require substantial future expansion capital expenditures to materially increase production, which would primarily be funded by CNX Gathering pursuant to its 95% retained ownership interest.
Our Additional Systems include several gathering systems primarily located in the wet gas regions of our dedicated acreage that we expect will require lower levels of expansion capital investment relative to our Growth Systems. The substantial majority of capital investment on these systems would primarily be funded by CNX Gathering pursuant to its 95% retained ownership interest.
Our Other Systems include other midstream systems that have not been assigned to the Anchor, Growth or Additional Systems.

Initial Public Offering of the Partnership and Subsequent Drop Down of Additional Interests
On September 30, 2014, the Partnership closed its IPO of 20,125,000 common units. Concurrent with the closing of the IPO, CNX Gathering contributed to the Partnership a 75% controlling interest in the Anchor Systems, a 5% controlling interest in the Growth Systems and a 5% controlling interest in the Additional Systems. In exchange for CNX Gathering’s contribution of assets and liabilities to the Partnership, CNX Gathering received common and subordinated units in the Partnership, through its ownership of the Partnership’s general partner, a continuation of a 2% general partner interest in the Partnership, and through its ownership of the Partnership’s general partner, all of the Partnerships’ incentive distribution rights (“IDRs”).

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On November 16, 2016, CNX Gathering sold to the Partnership the remaining 25% controlling interest in the Anchor Systems (the “Anchor Systems Acquisition”). Upon completion of this transaction, CNX Gathering distributed a total of $140 million to CNX and Noble Energy.
At December 31, 2017, the CNX Gathering owned a 95% controlling interest in each of the Growth and Additional Systems and a 100% controlling interest in the Other Systems.

Noble Energy Sale of Upstream Assets

On June 28, 2017, Noble Energy closed the previously announced sale of its upstream assets in northern West Virginia and southern Pennsylvania to HG Energy II Appalachia, LLC (“HG Energy”), a portfolio company of Quantum Energy Partners, LP (“Quantum”), effectively making HG Energy the new shipper on the dedicated acreage that was previously owned by Noble Energy (the “Noble Energy Asset Sale”). In connection with the Noble Energy Asset Sale, Noble Energy provided notice to the Partnership of its release of approximately 37,000 undeveloped acres, which were primarily within the Growth and Additional Systems, from amounts dedicated to the Partnership as per the terms of the gathering agreement between the parties. The Partnership is in the process of confirming the dedication status of the acres that were released.

The Company currently gathers the natural gas and condensate volumes produced by HG Energy on its dedicated acreage under the terms of its gathering agreement with Noble Energy, which was assigned to HG Energy upon consummation of the Noble Energy Asset Sale.

CNX Resources Acquisition of Noble Energy Interests

On January 3, 2018, CNX Gas LLC (“CNX Gas”), a wholly owned subsidiary of CNX, and NBL Midstream, LLC (“NBL Midstream”), a wholly owned subsidiary of Noble Energy, consummated the previously announced Purchase Agreement, pursuant to which CNX Gas acquired NBL Midstream’s 50% membership interest in CNX Gathering for a cash purchase price of $305.0 million and the mutual release of all outstanding claims between the parties (the “Transaction”). As a result of the Transaction, CNX, as the sole member of CNX Gas, owns 100% of the membership interest in CNX Gathering and is the sole sponsor of CNX Gathering and the Partnership.
Noble Energy continues to own 21,692,198 common units representing limited partner interests in the Partnership (the “Retained Units”); however, Noble Energy has announced its intention to divest of the Retained Units over the next few years. CNX also continues to own 21,692,198 common units in the Partnership.


NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Use of Estimates
The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and various disclosures. Actual results could differ from those estimates, which are evaluated on an ongoing basis, utilizing historical experience and other methods considered reasonable under the particular circumstances. Although these estimates are based on management’s best available knowledge at the time, changes in facts and circumstances or discovery of new facts or circumstances may result in revised estimates and actual results may differ from these estimates. Effects on CNX Gathering’s business, financial position and results of operations resulting from revisions to estimates are recognized when the facts that give rise to the revision become known.



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Revenue Recognition
Our revenues primarily consist of fees, which the Partnership charges on a per unit basis, for gathering natural gas that was produced by its shippers. We recognize revenue when services have been rendered, the prices are fixed or determinable, and collectability is reasonably assured.
The fees the Partnership charges its Sponsor and the fees the Partnership charged Noble Energy, prior to consummation of the Noble Energy Asset Sale, are recorded in gathering revenue — related party in our consolidated statements of operations. Following consummation of the Noble Energy Asset Sale, fees from midstream services we perform for HG Energy and any other third party shipper are recorded in gathering revenue — third party in our consolidated statements of operations.
Cash
Cash includes cash on hand and on deposit at banking institutions.
Receivables
Receivables are recorded at the invoiced amount and do not bear interest. When applicable, we reserve for specific accounts receivable when it is probable that all or a part of an outstanding balance will not be collected, such as customer bankruptcies. Collectability is determined based on terms of sale, credit status of customers and various other circumstances. We regularly review collectability and establish or adjust the reserve as necessary using the specific identification method. Account balances are charged off against the reserve after all means of collection have been exhausted and the potential for recovery is considered remote.
There were no reserves for uncollectable amounts at December 31, 2017 or 2016.
Fair Value Measurement
The Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, clarifies the definition of fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This guidance also relates to all nonfinancial assets and liabilities that are not recognized or disclosed on a recurring basis (e.g., the initial recognition of asset retirement obligations and impairments of long‑lived assets). The fair value is the price that we estimate we would receive upon selling an asset or that we would pay to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is used to prioritize input to valuation techniques used to estimate fair value. An asset or liability subject to the fair value requirements is categorized within the hierarchy based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The highest priority (Level 1) is given to unadjusted quoted market prices in active markets for identical assets or liabilities, and the lowest priority (Level 3) is given to unobservable inputs. Level 2 inputs are data, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly.
The carrying values on our balance sheet of our current assets, current liabilities and revolving credit facility approximate fair values due to their short maturities.
Property and Equipment
Property and equipment is recorded at cost upon acquisition and is depreciated on a straight-line basis over the assets’ estimated useful lives or over their lease terms of the assets. Expenditures which extend the useful lives of existing property and equipment are capitalized. When properties are retired or otherwise disposed, the related cost and accumulated depreciation are removed from the respective accounts and any profit or loss on disposition is recognized as a gain or loss.

The Company evaluates whether long-lived assets have been impaired and determines if the carrying amount of its assets may not be recoverable. For such long-lived assets, impairment exists when the carrying amount of an asset exceeds estimates of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount of the long-lived asset is not recoverable, based on the estimated future undiscounted cash flows, the impairment loss is measured as the excess of the asset’s carrying amount over its estimated fair value.

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Fair value represents the estimated price between market participants to sell an asset in the principal or most advantageous market for the asset, based on assumptions a market participant would make. When warranted, management assesses the fair value of long-lived assets using commonly accepted techniques and may use more than one source in making such assessments. Sources used to determine fair value include, but are not limited to, recent third-party comparable sales, internally developed discounted cash flow analyses and analyses from outside advisors. Significant changes, such as the condition of an asset or management’s intent to utilize the asset generally require management to reassess the cash flows related to long-lived assets. No property and equipment impairments were identified during the periods presented in the accompanying consolidated financial statements.

Environmental Matters
We are subject to various federal, state and local laws and regulations relating to the protection of the environment. Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or clean-ups are probable, and the costs can be reasonably estimated. At this time, we are unable to assess the timing and/or effect of potential liabilities related to greenhouse gas emissions or other environmental issues. As of December 31, 2017 and 2016, we had no material environmental matters that required the recognition of a separate liability or specific disclosure.

Asset Retirement Obligations
Our gathering pipelines and compressor stations have an indeterminate life. If properly maintained, they will operate for an indeterminate period as long as supply and demand for natural gas exists, which we expect for the foreseeable future. We are under no legal or contractual obligation to restore or dismantle our gathering system upon abandonment. Therefore, we have no recorded liabilities for asset retirement obligations at December 31, 2017 or 2016.

Equity Compensation
Equity compensation expense for all unit-based compensation awards issued by the Partnership is based on the grant date fair value estimated in accordance with the provisions of the Stock Compensation Topic of the FASB Accounting Standards Codification. The Partnership recognizes unit-based compensation costs on a straight-line basis over the requisite service period of an award, which is generally the same as the award’s vesting term. See Note 12 – Long Term Incentive Plan, for further discussion.

Income Taxes
The Company is treated as a partnership for federal and state income tax purposes, with each member being separately taxed on its share of taxable income. Accordingly, no provision for federal or state income taxes has been recorded in the Company’s consolidated financial statements for any period presented in the accompanying consolidated financial statements.

Recent Accounting Pronouncements
In May 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-09–Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The updated guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. We do not believe the updated requirements will materially impact our consolidated financial statements.
In January 2017, the FASB issued ASU 2017-01–Business Combinations (Topic 805): Clarifying the Definition of a Business, which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The updated guidance requires an entity to evaluate if substantially all of the fair value of the gross

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assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets is not a business. ASU 2017-01 is effective for annual reporting periods beginning after December 31, 2017 and interim periods therein. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments (Topic 230)”. ASU 2016-15 addresses the existing diversity in practice of how several specific cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows. ASU 2016-15 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is intended to improve financial reporting about leasing transactions. The ASU will require organizations (“lessees”) that lease assets with terms of more than 12 months to recognize the assets and liabilities for the rights and obligations created by those leases on the balance sheet. Organizations that own the assets leased by lessees (“lessors”) will remain largely unchanged from current GAAP. In addition, the ASU will require disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. The effective date of this ASU is for fiscal years beginning after December 31, 2018 and interim periods within that year. We are currently evaluating the impact this standard will have on our financial statements and financial covenants with lenders; however, we do not believe this standard will materially adversely impact the Partnership’s or our existing credit agreements.
In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)”, which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. The objective of the amendments in this update is to improve financial reporting by creating common revenue recognition guidance under both U.S. GAAP and International Financial Reporting Standards (“IFRS”). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and should disclose sufficient information, both qualitative and quantitative, to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The following updates to Topic 606 were made during 2016:

In March 2016, the FASB updated Topic 606 by issuing ASU 2016-08 “Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” which clarifies how an entity determines whether it is a principal or an agent for goods or services promised to a customer as well as the nature of the goods or services promised to their customers.

In April 2016, the FASB issued Update 2016-10 - Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which seeks to address implementation issues in the areas of identifying performance obligations and licensing.

In May 2016, the FASB issued Update 2016-12 - Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients. The update, which was issued in response to feedback received by the FASB-IASB joint revenue recognition transition resource group, seeks to address implementation issues in the areas of collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition.

The Partnership is a public business entity and as such the Company is required to adopt the provisions of Topic 606 effective January 1, 2018. During 2017, the Company completed its detailed review of the impact of the standard on each of its contracts. The Company adopted the ASUs using the modified retrospective method of adoption on January 1, 2018, which did not result in an adjustment to equity. The Company does not expect the standard to have a significant impact on net income in

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2018. Additional disclosures will be required to describe the nature, amount, timing and uncertainty of revenue and cash flows from contracts with customers including disaggregation of revenue and remaining performance obligations.


NOTE 3 — DISTRIBUTIONS
CNXM Cash Distributions
The Partnership’s partnership agreement requires that it distribute all of its available cash within 45 days after the end of each quarter to unitholders of record on the applicable record date. The Board of Directors of the Partnership’s general partner (the “Board of Directors ”) declared the following cash distributions to the Partnership’s common, subordinated and general partner unitholders for the periods presented:
(in thousands, except per unit information)
 
 
 
 
Quarters Ended
 
Total Quarterly Distribution Per Unit
 
Total Quarterly Cash Distribution
 
Cash Distribution Paid to Limited Partners
 
Date of Distribution
2016
 
 
 
 
 
 
 
 
March 31
 
$
0.2450
 
 
$
14,593
 
 
$
14,296
 
 
May 13, 2016
June 30
 
0.2540
 
15,209
 
 
14,819
 
 
August 12, 2016
September 30
 
0.2630
 
15,827
 
 
15,344
 
 
November 14, 2016
December 31
 
0.2724
 
18,004
 
 
17,306
 
 
February 14, 2017
2017
 
 
 
 
 
 
 
 
March 31
 
$
0.2821
 
 
$
18,842
 
 
$
17,937
 
 
May 15, 2017
June 30
 
0.2922
 
19,698
 
 
18,580
 
 
August 14, 2017
September 30
 
0.3025
 
20,573
 
 
19,236
 
 
November 14, 2017

See Note 13 for information regarding the distribution that was approved by the Board of Directors with respect to the quarter ended December 31, 2017.

NOTE 4 — RELATED PARTY
In the ordinary course of business, CNX Gathering engages in transactions with CNX (and certain of its subsidiaries) and Noble Energy which constitute related party transactions, including fees we receive under fixed fee gathering agreements (including electrically-powered compression they reimburse us) and operating expenses we reimburse to CNX. These are presented as separate captions within our consolidated statements of operations for the years ended December 31, 2017, 2016 and 2015.
During the year ended December 31, 2017, CNX Gathering sold property and equipment to CNX with a carrying value of $17.4 million for $14.0 million in cash proceeds. The resulting loss of $3.4 million was recorded as a loss on asset sales in the accompanying consolidated statement of operations, within the Additional Systems segment. In addition, CNX Gathering contributed assets with a carrying value of $5.0 million to the Partnership’s Anchor Systems during 2017.
During the year ended December 31, 2015, CNX Gathering sold $2.2 million of supply inventory to CNX. CNX Gathering purchased supply inventory from a CNX subsidiary, which totaled $3.9 million for the year ended December 31, 2015 and was included in operating expense–related party.
Related party charges within operating expense - related party and general and administrative expense - related party consisted of the following in the periods presented (dollars in thousands) :

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For the Years Ended December 31,
 
2017
 
2016
 
2015
Operational services - CNX
$
13,425
 
 
$
12,848
 
 
$
14,070
 
Electrical compression
12,368
 
 
$
16,925
 
 
$
15,918
 
Total Operating Expense — Related Party
$
25,793
 
 
$
29,773
 
 
$
29,988
 
 
 
 
 
 
 
CNX
$
10,419
 
 
$
9,950
 
 
$
8,544
 
Noble Energy
583
 
 
650
 
 
553
 
Total General and Administrative Expense — Related Party
$
11,002
 
 
$
10,600
 
 
$
9,097
 
In addition to the aforementioned transactions, throughout the years ended December 31, 2017, 2016 and 2015, CNX and Noble Energy regularly reimbursed CNX Gathering for capital expenditures, initially funded by the Partnership, in proportion to CNX Gathering’s noncontrolling ownership interests in the Anchor, Growth and Additional Systems. The Partnership also distributed to CNX and Noble Energy amounts related to their noncontrolling ownership interest in the earnings of the Anchor, Growth and Additional Systems as well as proceeds from sales of any assets in which CNX and Noble Energy have ownership interests through their membership in CNX Gathering. This activity is recorded in the caption “Member contribution/(distribution), net” in the consolidated statements of members’ equity and noncontrolling interest and “Members’ equity and noncontrolling interest holder activity” in the consolidated statements of cash flows.

CNXM Omnibus Agreement
Concurrent with closing the Partnership’s IPO, the Partnership entered into an omnibus agreement with CNX, Noble Energy, the Company and the General Partner that addresses the following matters:
the Partnership’s payment of an annually-determined administrative support fee, which totaled $0.9 million for the year ended December 31, 2017, for the provision of certain services by CNX and its affiliates;
the Partnership's payment of an annually-determined administrative support fee, which totaled $0.7 million for the year ended December 31, 2017, for the provision of certain executive services by CNX and its affiliates;
the Partnership's payment of an annually-determined administrative support fee, which totaled $0.3 million for the year ended December 31, 2017, for the provision of certain executive services by Noble Energy and its affiliates;
the Partnership’s obligation to reimburse its Sponsors for all other direct or allocated costs and expenses incurred by our Sponsors in providing general and administrative services (which reimbursement is in addition to certain expenses of our general partner and its affiliates that are reimbursed under our partnership agreement);
the Partnership’s right of first offer to acquire (i) CNX Gathering’s retained interests in each of our Anchor Systems, Growth Systems and Additional Systems, (ii) CNX Gathering’s other ancillary midstream assets and (iii) any additional midstream assets that CNX Gathering develops; and
So long as CNX Gathering controls our general partner, the omnibus agreement will remain in full force and effect. If CNX Gathering ceases to control the Partnership’s general partner, either party may terminate the omnibus agreement, provided that the indemnification obligations will remain in full force and effect in accordance with their terms.
Operational Services Agreement
Concurrent with the closing of the IPO, the Partnership entered into an operational services agreement with CNX. On December 1, 2016, in connection with the consummation of the Exchange Agreement, the operational services agreement was amended and restated.  Consistent with the original operational services agreement, under the amended and restated operating agreement, under which CNX provides certain operational services to us in support of our gathering pipelines and dehydration, treating and compressor stations and facilities, including routine and emergency maintenance and repair services, routine operational activities, routine administrative services, construction and related services and such other services as we and CONSOL may mutually agree upon from time to time. CNX prepares and submits for our approval a maintenance, operating


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and capital budget on an annual basis. CNX submits actual expenditures for reimbursement on a monthly basis, and we reimburse CNX for any direct third-party costs incurred by CNX in providing these services.
The operational services agreement has an initial term ending September 30, 2034 and will continue in full force and effect unless terminated by either party at the end of the initial term or any time thereafter by giving not less than six months’ prior notice to the other party of such termination. CNX may terminate the operational services agreement if (1) we become insolvent, declare bankruptcy or take any action in furtherance of, or indicating our consent to, approval of, or acquiescence in, a similar proceeding or (2) upon not less than 180 days’ notice. We may immediately terminate the agreement (1) if CNX becomes insolvent, declares bankruptcy or takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, a similar proceeding, (2) upon a finding of CNX’s willful misconduct or gross negligence that has had a material adverse effect on any of our gathering pipelines and dehydration, treating and compressor stations and facilities or our business or (3) CNX is in material breach of the operational services agreement and fails to cure such default within 45 days.
Under the operational services agreement, CNX will indemnify us from any claims, losses or liabilities incurred by us, including third-party claims, arising from CNX’s performance of the agreement to the extent caused by CNX’s gross negligence or willful misconduct. We will indemnify CNX from any claims, losses or liabilities incurred by CNX, including any third-party claims, arising from CNX’s performance of the agreement, except to the extent such claims, losses or liabilities are caused by CNX’s gross negligence or willful misconduct.
Gathering Agreements
On January 3, 2018, we entered into a new 20-year, fixed-fee gathering agreement with CNX Gas that amended and restated the previous gathering agreement with CNX Gas in its entirety. Although the fees for services in the existing Marcellus Shale that were covered under the dedicated acreage will remain unchanged in the new agreement, the new gas gathering agreement with CNX Gas also dedicates an additional 63,000 of acreage in the Utica Shale in and around the McQuay Area and Wadestown Area.
On December 1, 2016, we entered into a new fixed-fee gathering agreement with Noble Energy that replaced the gathering agreement that had been in place since our IPO. Our gathering agreement with Noble Energy was assigned to HG Energy upon consummation of the Noble Energy Asset Sale effective June 28, 2017. The terms of the agreement remain unchanged following the assignment, except as it relates to HG Energy’s inability to, without the Partnership’s consent, release dedicated acreage in connection with a transfer of such acreage free of the dedication to us, and exercise other initial shipper rights provided under the gathering agreement.
HG Energy is currently not a related party of the Partnership; accordingly, the focus of the following disclosure is on current and historical related party transactions, which do not include transactions with HG Energy. Our fees for gathering services, throughout 2017, were based on the type and scope of the midstream services we provided, summarized as follows:
For the services we provided with respect to natural gas from the Marcellus Shale formation that did not require downstream processing, or dry gas, we received a fee of $0.42 per MMBtu.
For the services we provided with respect to the natural gas that required downstream processing, or wet gas, we received:
a fee of $0.289 per MMBtu in the Moundsville area (Marshall County, West Virginia);
a fee of $0.289 per MMBtu in the Pittsburgh International Airport area; and
a fee of $0.578 per MMBtu for all other areas in the dedication area.
For the services we provided with respect to natural gas from the Utica Shale formation, we received a weighted average rate of $0.26 per MMBtu.
Our fees for condensate services were $5.25 per Bbl in the Majorsville area and $2.627 per Bbl in the Moundsville area.
Each of the foregoing fees paid by CNX Gas escalates by 2.5% on January 1 on an annual basis, through and including the final calendar year of the initial term. Commencing on January 1, 2035, and as of January 1 thereafter, each of the


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applicable fees will be adjusted pursuant to the percentage change in CPI-U, but such fees will never escalate or decrease by more than 3%. Notwithstanding the foregoing, from time to time, CNX Gas and HG Energy may request rate reductions under certain circumstances, which are reviewed by the board of directors of our general partner, with oversight, as our board of directors deems necessary, by our conflicts committee. No rate reduction arrangements were active at December 31, 2017.
We gather, compress, dehydrate and deliver all of CNX Gas’ dedicated natural gas in the Marcellus Shale on a first-priority basis and gather, inject, stabilize and store all of CNX Gas’ dedicated condensate on a first-priority basis, with the exception that until December 1, 2018, CNX Gas will receive first-priority service in our Majorsville system with respect to a certain volume of production (revised bi-annually) and any excess production will receive second-priority service.
CNX Gas provides us with quarterly updates on its drilling and development operations, which include detailed descriptions of the drilling plans, production details and well locations for periods that range from up to 24-48 months, as well as more general development plans that may extend as far as ten years. In addition, we regularly meet with CNX Gas to discuss our current plans to timely construct the necessary facilities to be able to provide midstream services to them on our dedicated acreage. In the event that we do not perform our obligations under a gathering agreement, CNX Gas will be entitled to certain rights and procedural remedies thereunder, including the temporary and/or permanent release from dedication discussed below and indemnification from us.

There are no restrictions under our gathering agreements on the ability of CNX Gas to transfer acreage in the right of first offer (“ROFO”) area, and any such transfer of acreage in the ROFO area will not be subject to our right of first offer.

Upon completion of its 20-year term in 2037, our gathering agreement with CNX Gas will continue in effect from year to year until such time as the agreement is terminated by either us or CNX Gas on or before 180 days prior written notice.

NOTE 5 — RECEIVABLES AND CONCENTRATION OF CREDIT RISK
Receivables consisted of the following at December 31 (dollars in thousands) :
 
2017
 
2016
Receivables - related party
 
 
 
CNX
$
12,909

 
 
$
10,992

 
Noble Energy
 
 
 
8,286
 
 
Receivables - related party
 
 
 
 
 
 
 
Receivables - third party
8,290
 
 
 
 
 
Total Receivables
$
21,199

 
 
$
19,278

 
Following the Noble Energy Asset Sale, CNX and HG Energy accounted for substantially all of the Partnership’s gathering revenues. CNX and Noble Energy accounted for all of the Partnership’s gathering revenue prior to the consummation of the Noble Energy Asset Sale.


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Table of Contents

NOTE 6 — PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at December 31 (dollars in thousands) :
 
2017
 
2016
 
Estimated Useful
Lives in Years
Land
$
83,602
 
 
$
80,358
 
 
N/A
Gathering equipment
699,552
 
 
685,851
 
 
25 — 40
Compression equipment
184,421
 
 
174,063
 
 
30 — 40
Processing equipment
30,979
 
 
30,979
 
 
40
Assets under construction
23,099
 
 
13,777
 
 
N/A
Total Property and Equipment
$
1,021,653
 
 
$
985,028
 
 
 
 
 
 
 
 
 
Less: Accumulated Depreciation
 
 
 
 
 
Gathering equipment
$
56,220
 
 
$
39,346
 
 
 
Compression equipment
15,341
 
 
10,934
 
 
 
Processing equipment
5,133
 
 
4,307
 
 
 
Total Accumulated Depreciation
$
76,694
 
 
$
54,587
 
 
 
 
 
 
 
 
 
Property and Equipment, Net
$
944,959
 
 
$
930,441
 
 
 

NOTE 7 — OTHER ASSETS
Other assets consisted of the following at December 31 (dollars in thousands):
 
2017
 
2016
Pipe stock
$
392
 
 
$
8,596
 
Financing fees
122
 
 
286
 
Deposits
79
 
 
79
 
Total Other Assets
$
593
 
 
$
8,961
 
During the year ended December 31, 2017, the Partnership sold a significant portion of its pipe stock, which was within the Growth Systems, for approximately $0.5 million below is carrying value. The resulting loss was recorded in loss from asset sales in the accompanying consolidated statements of operations.


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Table of Contents

NOTE 8 — ACCOUNTS PAYABLE - RELATED PARTY
Related party payables consisted of the following at December 31 (dollars in thousands) :
 
2017
 
2016
CNX:
 
 
 
Expense reimbursements
$
780

 
 
$
999
 
Capital expenditures reimbursements
83
 
 
 
1,148
 
General and administrative services
1,458
 
 
 
1,964
 
Operational expenditures reimbursements
 
 
 
395
 
Other reimbursement
 
 
 
1,060
 
Due to CNX total
$
2,321

 
 
$
5,566
 
 
 
 
 
Noble Energy:
 
 
 
Capital expenditures reimbursements
 
 
 
1,105
 
General and administrative services
55
 
 
 
53
 
Operational expenditures reimbursements
 
 
 
401
 
Other reimbursement
 
 
 
1,060
 
Due to Noble Energy total
$
55

 
 
$
2,619
 
 
 
 
 
Total Accounts Payable — Related Party
$
2,376

 
 
$
8,185
 

NOTE 9 — CNXM REVOLVING CREDIT FACILITY
The Partnership is party to a credit facility agreement which provides for a $250 million unsecured five year revolving credit facility that matures on September 30, 2019. The revolving credit facility is available for working capital, capital expenditures, certain acquisitions, distributions, unit repurchases and other lawful partnership purposes. Borrowings under the Partnership’s revolving credit facility bear interest at our option at either:
the base rate, which is defined as the highest of (i) the federal funds rate plus 0.50%; (ii) JP Morgan’s prime rate; or (iii) the daily LIBOR rate for a one month interest period plus 1.00%; in each case, plus a margin varying from 0.125% to 1.00% depending on our most recent consolidated total leverage ratio (as defined in the agreement governing our revolving credit facility) or our credit rating; or
the LIBOR rate plus a margin varying from 1.125% to 2.00%, in each case, depending on our most recent consolidated leverage ratio (as defined in the agreement governing our revolving credit facility) or our credit rating, as the case may be.
Interest on base rate loans is payable quarterly. Interest on LIBOR loans is payable on the last day of each interest period or, in the case of interest periods longer than three months, every three months. The unused portion of the Partnership’s revolving credit facility is subject to a commitment fee ranging from 0.15% to 0.35% per annum depending on its most recent consolidated leverage ratio or credit rating, as the case may be.
The Partnership’s revolving credit facility contains covenants and conditions that, among other things, limit (subject to certain exceptions) its ability to incur or guarantee additional debt, make cash distributions (though there will be an exception for distributions permitted under the partnership agreement, subject to certain customary conditions), incur certain liens or permit them to exist, make certain investments and acquisitions, enter into certain types of transactions with affiliates, merge or consolidate with another company, and transfer, sell or otherwise dispose of assets. In connection with the Transaction, the lenders under our revolving credit facility waived certain change of control provisions contained in our revolving credit facility.
The Partnership is subject to covenants that require it to maintain certain financial ratios, the most important of which are as follows:


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The ratio of (i) consolidated total funded debt (as defined in the agreement governing our revolving credit facility) as of the last day of each fiscal quarter to (ii) consolidated EBITDA (as defined in the agreement governing our revolving credit facility) for the four consecutive fiscal quarters ending on the last day of such fiscal quarter may not exceed (A) at any time other than during a qualified acquisition period (as defined in the agreement governing our revolving credit facility), 5.0 to 1.0 and (B) during a qualified acquisition period, 5.5 to 1.0 This consolidated leverage ratio is calculated as the total amount outstanding on our credit facility divided by EBITDA Attributable to General and Limited Partner Ownership Interest in CNX Midstream Partners LP.
The ratio of (i) consolidated EBITDA for the four consecutive fiscal quarters ending on the last day of each fiscal quarter to (ii) consolidated interest expense (as defined in the agreement governing our revolving credit facility) for such four consecutive fiscal quarters may not be less than 3.0 to 1.0. This consolidated interest coverage ratio is calculated as EBITDA Attributable to General and Limited Partner Ownership Interest in CNX Midstream Partners LP divided by total interest charges.

The Partnership is in compliance with each of the above referenced financial covenants at December 31, 2017. Accordingly, the Partnership had the maximum amount of revolving credit available for borrowing at December 31, 2017, or $100.5 million.

The outstanding balances and LIBOR interest rates in effect (plus applicable margin) on our revolving credit facility as of the following dates are presented below.
 
 
2017
 
2016
(in thousands, except percentages)
 
Debt
 
Interest Rate
 
Debt
 
Interest Rate
CNXM Revolving credit facility, due September 30, 2019
 
$
149,500
 
 
3.11
%
 
$
167,000
 
 
2.26
%

NOTE 10 — COMMITMENTS AND CONTINGENCIES
CNX Gathering or any of its subsidiaries may become involved in claims and other legal matters arising in the ordinary course of business. Although claims are inherently unpredictable, we are not aware of any matters that may have a material adverse effect on our business, financial position, results of operations or cash flows.

NOTE 11 — LEASES
We have entered into various non-cancelable operating leases primarily related to compression facilities. Future minimum lease payments under operating leases as of December 31, 2017 are as follows (dollars in thousands) :
 
Minimum Lease
Payments
2018
$
3,096
 
2019
1,627
 
2020
1,103
 
 
$
5,826
 
Rental expense under operating leases was $7.7 million, $7.7 million and $9.5 million for the years ended December 31, 2017, 2016, and 2015, respectively. These expenses are included within operating expense - third party on our consolidated statement of operations.


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Table of Contents

NOTE 12 — CNXM LONG-TERM INCENTIVE PLAN
Under the CNX Midstream Partners LP 2014 Long-Term Incentive Plan (the “LTIP”), the general partner of the Partnership may issue long-term equity based awards to directors, officers and employees of the general partner or its affiliates, or to any consultants, affiliates of our general partner or other individuals who perform services on behalf of the Partnership. The Partnership is responsible for the cost of awards granted under the LTIP, which limits the number of units that may be delivered pursuant to vested awards to 5,800,000 common units, subject to proportionate adjustment in the event of unit splits and similar events. Common units subject to awards that are canceled, forfeited, withheld to satisfy tax withholding obligations or otherwise terminated without delivery of the common units will be available for delivery pursuant to other awards.
The following table presents phantom unit activity during the year ended December 31, 2017:
 
Number of Units
 
Weighted Average Grant Date Fair Value
Total awarded and unvested at December 31, 2016
158,117
 
$
10.57
 
Granted
73,619
 
23.29
 
Vested
(80,004)
 
11.05
 
Forfeited
(17,579)
 
17.12
 
Total awarded and unvested at December 31, 2017
134,153
 
$
16.40
 
Phantom units are accounted for as equity awards and records compensation expense on a straight line basis over the vesting period of the awards based on their fair value on the grant dates. Awards granted to the Partnership’s independent directors vest over a period of one year, and awards granted to certain officers and employees of the general partner vest 33% per year over a period of three years.
The Company recognized $1.2 million, $0.8 million, and $0.4 million of compensation expense for the years ended December 31, 2017, 2016 and 2015, respectively, which was included in general and administrative expense - related party in the consolidated statements of operations.
At December 31, 2017, unrecognized compensation expense related to all outstanding awards was $1.1 million, which is expected to the recognized over the following two years.



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NOTE 13 — SUBSEQUENT EVENTS
On January 22, 2018, the board of directors of our general partner declared a cash distribution to the Partnership’s unitholders for the fourth quarter of 2017 of $0.3133 per common unit. The cash distribution will be paid on February 14, 2018 to unitholders of record as of the close of business on February 5, 2018.

Effective January 3, 2018, Noble Energy sold its 50% membership interest in CNX Gathering and its 50% membership interest in the general partner of the Partnership to CNX.

On February 7, 2018, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”), with the Partnership and certain of its affiliates, including CNX Midstream Devco I LP (“DevCo I LP”) and CNX Midstream DevCo III LP (“DevCo III LP”). The Company owns a 95% noncontrolling interest in Devco III LP, which owns the gathering system and related assets commonly referred to as the Shirley-Penns System (the “Shirley-Penns System”), while the Partnership owns the remaining 5% controlling interest in the Additional Systems.  Pursuant to the terms of the Purchase Agreement, DevCo III LP will transfer its interest in the Shirley-Penns System on a pro rata basis to the Company and the Partnership in accordance with each transferee’s respective ownership interest in DevCo III LP, and following such transfer, the Company will sell its aggregate interest in the Shirley-Penns System to DevCo I LP in exchange for cash consideration in the amount of $265 million (the “Acquisition”).

The Partnership expects to fund the Acquisition with cash on hand and by accessing the capital markets, subject to market conditions.  The Acquisition is expected to close in the first quarter of 2018, subject to customary closing conditions (the “Closing”).  Following the Closing, the Partnership will own (through one or more intermediate entities) a 100% controlling interest in the Shirley-Penns System.

In addition, in connection with the closing of the Transaction, the Partnership expects to amend its gathering agreement with CNX Gas to require CNX Gas to make a minimum volume commitment for the Shirley-Penns System for the period from January 1, 2018 through December 31, 2031 and to establish certain gathering fees, deficiency payments and excess delivery credits related thereto.





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