CNX Resources Corp (Form: 8-K, Received: 10/29/2019 06:51:37)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 29, 2019

CNX Resources Corporation

(Exact name of registrant as specified in its charter)



Delaware	001-14901	51-0337383
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

CNX Center

1000 CONSOL Energy Drive Suite 400

Canonsburg, Pennsylvania 15317

(Address of principal executive offices)

(Zip code)

Registrant's telephone number, including area code:

(724) 485-4000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock ($.01 par value)	CNX	New York Stock Exchange
Preferred Share Purchase Rights	--	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 1.01. Entry into a Material Definitive Agreement.

On October 28, 2019, CNX Resources Corporation ("CNX" or the “Company”), the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent, and PNC Bank, National Association (“PNC”), as administrative agent and collateral agent, entered into Amendment No. 2 (“Amendment No. 2”) to the credit agreement governing the Company’s credit facility. Amendment No. 2 amends the Second Amended and Restated Credit Agreement, dated as of March 8, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, the guarantors from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as syndication agent and PNC, as administrative agent and collateral agent.

Amendment No. 2 amends the Credit Agreement to, among other things, (i) increase the borrowing base from $2.1 billion to $2.3 billion; (ii) allow Southeastern Asset Management, Inc. to own up to 40.0% of the Company’s voting stock without triggering a Change of Control (as defined in the Credit Agreement) and (iii) include the full amount of cash distributions received from CNX Midstream Partners LP in the calculation of the Company’s EBITDAX. The total commitments from the lenders remain at $2.1 billion.

The foregoing description of Amendment No. 2 is not complete and is qualified in its entirety by reference to the full text of Amendment No. 2, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated into this Item 1.01 by reference.

Item 2.02 Results of Operations and Financial Condition.

CNX Resources Corporation ("CNX" or the "Company") issued a press release on October 29, 2019 announcing its 2019 third quarter results. A copy of the press release is attached to this Current Report as Exhibit 99.1 and incorporated into this Item 2.02 by reference.

The information furnished pursuant to this Item 2.02 and Item 7.01, including Exhibit 99.1, are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 7.01 Regulation FD

The information set forth under Item 2.02 is incorporated into this Item 7.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit 10.1		Amendment No. 2, dated as of October 28, 2019, to the Second Amended and Restated Credit Agreement, dated as of March 8, 2018, among CNX Resources Corporation, the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent, and PNC Bank, National Association, as administrative agent and collateral agent.
Exhibit 99.1		Press release of CNX Resources Corporation dated October 29, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CNX RESOURCES CORPORATION

By: /s/ Donald W. Rush

Donald W. Rush

Chief Financial Officer and Executive Vice President

Dated: October 29, 2019

Execution Version

AMENDMENT NO. 2

This AMENDMENT NO. 2, dated as of October 28, 2019 (this “Amendment”), amends the Second Amended and Restated Credit Agreement, dated as of March 8, 2018 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), by and among CNX Resources Corporation (the “Borrower”), the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent, and PNC Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”) and as collateral agent (the “Collateral Agent” and, together with the Administrative Agent, the “Agents”). Capitalized terms used but not defined herein shall have the meanings given them in the Credit Agreement as amended by this Amendment.

WITNESSETH

WHEREAS, the Borrower desires to amend the Credit Agreement on the terms set forth herein;

NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and agreements herein contained and intending to be legally bound hereby, covenant and agree as follows:

1.Redetermination. From and after the Amendment No. 2 Effective Date (as defined below) to the date of the next redetermination of the Borrowing Base pursuant to Section 2.9 of the Credit Agreement, the Borrowing Base shall be $2,300,000,000.

2.Credit Agreement Amendments. Effective as of the Amendment No. 2 Effective Date, the Credit Agreement is hereby amended as follows:

(a)The following definitions are hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical location:

“Amendment No. 2” shall mean that certain Amendment No. 2 to this Agreement, dated as of the Amendment No. 2 Effective Date.

“Amendment No. 2 Effective Date” shall mean October 28, 2019.

“Cash Distribution Consolidated EBITDAX Addback” shall mean, for any period, an amount equal to the lesser of (a) the amount of cash dividends or distributions actually received by the Borrower or any Restricted Subsidiary from CNX Midstream during such period and (b) an amount equal to (i) the fraction, expressed as a percentage, of the Equity Interests in CNX Midstream that are directly or indirectly owned by the Borrower and the Restricted Subsidiaries (calculated as of the last day of such period) multiplied by (ii) the “Consolidated EBITDA” of CNX Midstream for such period as such term is defined in that certain Credit Agreement dated as of March 8, 2018, among CNX Midstream, each of the financial institutions party thereto as lenders, and PNC, as administrative agent for such lenders, as from time to time in effect (and, if such Credit Agreement is terminated or otherwise ceases to define “Consolidated EBITDA,” as last in effect prior to such termination or cessation).

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“Covered Party” shall have the meaning assigned to such term in Section 11.17(a).

“QFC Credit Support” shall have the meaning assigned to such term in Section 11.17.

“Supported QFC” shall have the meaning assigned to such term in Section 11.17.

“U.S. Special Resolution Regimes” shall have the meaning assigned to such term in Section 11.17.

(b)The definition of “Cash on Hand” is hereby by amended by adding the following immediately before the period at the end of the definition thereof:

“, in each case, after giving effect to all incurrences and repayments of Indebtedness, issuances of Equity Interests, Investments and Restricted Payments to occur on such date; provided that Cash on Hand shall exclude any Cash Collateral or any other cash collateral pledged to secure obligations under any undrawn letters of credit”.

(c)The definition of “Change of Control” is hereby amended by adding the following to the end of clause (1) thereof:

“provided that no Change of Control shall be deemed to have occurred under this clause (1) by reason of Southeastern Asset Management, Inc. and its Affiliates Beneficially Owning, directly or indirectly, up to 40.0% of the total voting power of the Voting Stock of the Borrower;”.

(d)The definition of “Consolidated EBITDAX” is hereby amended by (I) adding, immediately after the words “of clause (8)” the following: “or clause (10)”, (II) adding the following after the semicolon at the end of clause (a)(9) thereof:

“and

(10) the Cash Distribution Consolidated EBITDAX Addback for such period”

and (III) in the last paragraph of such definition, adding “(I)” immediately after “foregoing,” and adding the following at the end of such paragraph:

“and (II) any Investment made pursuant to Section 8.2.4(l) shall reduce Consolidated EBITDAX for the period in which such Investment was made by the amount of such Investment (provided that the cumulative amount of reductions to Consolidated EBITDAX pursuant to this clause (II) at any time shall not exceed the cumulative amount of dividends or other distributions from the Specified DevCos that were included in Consolidated EBITDAX pursuant to clause (10) above for any period”.

(e)The definition of “Consolidated Net Income” is hereby amended by (I) adding the following before the period at the end of clause (9) thereof:

“; and

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(10) all amounts attributable to the results of operations of or distributions from CNX Midstream and its Subsidiaries”

and (II) in the last sentence of the definition, replacing the text in clause (i) with “[reserved]”.

(f)Section 10.10 of the Credit Agreement is hereby amended by replacing clause (b) thereof in its entirety with the following:

“(b) in the case of the Administrative Agent, to execute a release in a form reasonably satisfactory to it of any Person from the Guaranty Agreement (x) if such Person ceases to be a Subsidiary of the Borrower or (y) if such Person is or becomes an Excluded Subsidiary, in either case, pursuant to a transaction permitted by the Loan Documents; provided that no Person shall be released from the Guaranty Agreement unless such Person is not, or substantially concurrently with such release, shall cease to be, an obligor under any Permitted Unsecured Notes Indenture;”.

(g)Section 10.10 of the Credit Agreement is hereby amended by replacing clause (c) thereof in its entirety with the following:

“(c) in the case of the Collateral Agent, to (i) execute any document in a form reasonably satisfactory to it, evidencing the release of any asset from the Lien of any Security Document upon (x) the Disposition (other than any lease) of such asset permitted by the Loan Documents (other than a Disposition to a Loan Party), (y) a Person being released from the Guaranty Agreement (A) if pursuant to clause (b)(x) above, with respect to any Lien on the assets of such Person and the Equity Interests of such Person and (B) if pursuant to clause (b)(y) above, with respect to any Lien on the assets of such Person, and to the extent constituting Excluded Assets, the Equity Interests of such Person or (z) such assets becoming Excluded Assets, (ii) enter into any subordination agreement, non-disturbance agreement or grant of an option with respect to assets, in each case, in a form reasonably satisfactory to it, in connection with (x) any easements, permits, licenses, rights of way, options, surface leases or other surface rights or interests permitted by the Loan Documents to be granted or a Disposition permitted by the Loan Documents or (y) Liens permitted under clause (10) of the definition of Permitted Liens and (iii) in connection with an incurrence of Indebtedness referred to in Section 8.2.1(n) [Indebtedness], enter into an intercreditor agreement reasonably satisfactory to the Administrative Agent;”.

(h)Section 10.10 of the Credit Agreement is hereby amended by adding the following paragraph before the final paragraph thereof:

“Each Secured Party agrees to be bound by each intercreditor agreement entered into in accordance with this Section 10.10.”

(i)The Credit Agreement is hereby amended by adding the following Section 11.17 following Section 11.16 thereof:

11.17 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging Obligations or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC, a “Supported QFC”), the parties acknowledge and

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agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b) As used in this Section 11.17, the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” shall mean any of the following:


i.	a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


ii.	a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


iii.	a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

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“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

3.Conditions Precedent. This Amendment shall be effective upon satisfaction of each of the following conditions (the date of such effectiveness, the “Amendment No. 2 Effective Date”):

(a)Execution and Delivery of Amendment. (i) The Borrower, the Guarantors and the Agents shall have executed and delivered this Amendment and (ii) the Administrative Agent shall have received consents to this Amendment, in a form reasonably satisfactory to the Administrative Agent, executed and delivered by the Required Increasing Borrowing Base Lenders.

(b)Officer’s Certificate. The representations and warranties of each of the Loan Parties contained in the Loan Documents shall be true and correct in all material respects on and as of the Amendment No. 2 Effective Date with the same effect as though such representations and warranties had been made on and as of such date (except (i) that any representation and warranty that is already qualified as to materiality shall be true and correct in all respects as so qualified and (ii) representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein); no Event of Default or Potential Default shall have occurred and be continuing; since December 31, 2018, there shall not have occurred any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to constitute a Material Adverse Change; and there shall be delivered to the Administrative Agent for the benefit of each Lender a certificate of the Borrower, dated the Amendment No. 2 Effective Date and signed by a Responsible Officer or Authorized Officer of the Borrower, to each such effect.

(c)Fees and Expenses. All fees and expenses payable on or before the Amendment No. 2 Effective Date by the Borrower to the Administrative Agent (or its Affiliates) in connection with this Amendment shall have been paid, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.

4.Full Force and Effect; Reaffirmation. All of the terms, conditions, representations, warranties and covenants contained in the Loan Documents shall continue in full force and effect, in each case, as expressly modified by this Amendment. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement (as amended by this Amendment) and the other Loan Documents. All references to the Credit Agreement in any Loan Document, unless expressly provided otherwise, shall mean and be a reference to the Credit Agreement as amended by this Amendment. Each Loan Party, by its signature below, hereby affirms and confirms, after giving effect to this Amendment, (i) its obligations under each of the Loan Documents to which it is a party and (ii) its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, and acknowledges and agrees that such guarantee, pledge and/or grant shall continue in full force and effect in respect

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of, and to secure, the Obligations. The amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith is not intended to, and shall not, constitute a novation of the Credit Agreement or any of the other Loan Documents as in effect immediately prior to the Amendment No. 2 Effective Date.

5.Counterparts. This Amendment may be executed by different parties hereto in any number of separate counterparts, each of which, when so executed and delivered shall be an original and all such counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Amendment.

6.Severability. If any term of this Amendment or any application thereof shall be held to be invalid, illegal or unenforceable, the validity of other terms of this Amendment or any other application of such term shall in no way be affected thereby.

7.Entire Agreement. This Amendment sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, among the parties hereto relating to such subject matter. For the avoidance of doubt, there are no unwritten oral agreements among the parties hereto. No representation, promise, inducement or statement of intention has been made by any party that is not embodied in this Amendment, and no party shall be bound by or liable for any alleged representation, promise, inducement or statement of intention not set forth herein.

8.Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws principles. The provisions of Section 11.11.2 through 11.11.5 of the Credit Agreement shall apply to this Amendment mutatis mutandis.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Amendment as of the day and year first above written.

CNX RESOURCES CORPORATION

By: /s/ Michael C. Hardoby

Name: Michael C. Hardoby

Title: Vice President - Finance

GUARANTORS:

CARDINAL STATES GATHERING
COMPANY

CNX GAS COMPANY LLC

CNX GAS LLC

CNX GATHERING LLC

CNX LAND LLC

CNX RESOURCE HOLDINGS LLC

CNX WATER ASSETS LLC

POCAHONTAS GAS LLC

By: /s/ Michael C. Hardoby

Name: Michael C. Hardoby

Title: Authorized Signatory

[Signature Page to Amendment No. 2 to CNX Credit Agreement]

PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent, Collateral Agent and as a Lender

By: /s/ Jonathan Luchansky

Name: Jonathan Luchansky

Title: Director

[Signature Page to Amendment No. 2 to CNX Credit Agreement]

Exhibit 99.1

CNX Reports Third Quarter Results and Provides

Updated 2019 and 2020 Guidance

PITTSBURGH (October 29, 2019) - CNX Resources Corporation (NYSE: CNX) ("CNX" or "the company") reports the following financial results, which are in accordance with generally accepted accounting principles (GAAP) in the U.S.:

During the third quarter of 2019:

•

The company reported net income attributable to CNX shareholders of $116 million, or earnings of $0.61 per diluted share, compared to net income attributable to CNX shareholders of $125 million, or earnings of $0.59 per diluted share, in the third quarter of 2018. During the third quarter of 2019 and 2018 there were unrealized gains on commodity derivative instruments of $157 million and $15 million, respectively.


•	The company reported total production costs of $1.99 per Mcfe, including $0.86 per Mcfe of Depreciation, Depletion, and Amortization (DD&A), compared to $1.97 per Mcfe, including $0.93 per Mcfe of DD&A, in the year-earlier quarter.


•	On a consolidated basis, the company reported net income of $144 million for the 2019 third quarter, compared to net income of $147 million in the third quarter of 2018.


•	Capital expenditures were $336 million, compared to $297 million spent in the year-earlier quarter.


•	The company had total weighted-average diluted shares of common stock outstanding of 188,430,959, compared to 212,708,082 shares in the third quarter of 2018.

Third Quarter Highlights

CNX's management uses non-GAAP financial measures for planning, forecasting and evaluating business and financial performance, and believes that they are useful for investors in analyzing the company. Stand-alone results include both CNX's Exploration & Production (E&P) and Unallocated segments (but not the Midstream segment) plus distributions CNX receives from CNX Midstream Partners LP ("CNXM"). CNX believes that providing stand-alone results provides investors with more transparency and a better ability to compare CNX's financial results to those of our peer group. The term "consolidated" includes 100% of the results of CNX, CNX Gathering LLC, and CNXM on a consolidated basis. For the third quarter of 2019, the company:


•	Had sales volumes of 128 Bcfe, or an increase of 8% from the 119 Bcfe sold in the third quarter of 2018.


•	Had fully burdened cash margin of $0.82 per Mcfe, or a decrease of 36% from the $1.29 per Mcfe in the third quarter of 2018.


•	Turned-in-line 24 wells.

"CNX accomplished a number of significant items in the third quarter: production costs and capital came in better than expected; we reconfigured our workflows and now expect $25 million in selling, general, and administrative (SG&A) cash cost savings in 2020 compared to the previous guidance; we completed the Richhill waterline to feed the Evolution all-electric frac fleet and drive further efficiencies and cycle time improvements in our core Southwest Pennsylvania development area; and we turned-in-line 24 wells late in the quarter to set the company up for strong production in the fourth quarter," commented Nicholas J. DeIuliis, president and CEO. "These accomplishments create improvement for 2019, and our updated guidance shows lower capital and higher production for the year.”

“We continue to follow the rate of return math when allocating capital," continued Mr. DeIuliis. "Macro supply and demand concerns certainly lowered the forward strip during the past quarter, and we are adjusting activity accordingly by lowering our capital and production guidance for 2020. In spite of the price decline, we are increasing our 2020 free

Exhibit 99.1

cash flow (FCF) guidance to $146 million. Based on this activity we expect to grow production and generate significant FCF in 2021.”

"These changes to our 2019 and 2020 guidance reflect our ability to make decisions in a fast-moving world," Mr. DeIuliis continued. "Commodity prices dropped, which meant our capital allocation options adjusted, and our decision making changed with them. Debt capital allocation became more attractive due to the disconnect in the credit markets, and we want to take advantage of it by generating FCF in 2020 and using it to pay down debt. Share buybacks remain very attractive and we see ample time to continue reducing our share count meaningfully. With the 2020 production guidance change, we simply built inventory and an easier path for 2021 and beyond. We designed the company to navigate and do well in the challenging world the industry faces today."

Don Rush, CFO, added, "Following the end of the quarter, the company completed its scheduled semi-annual borrowing base redetermination under its revolving credit facility, resulting in the lending group increasing CNX's borrowing base from $2.1 billion to $2.3 billion."

The following table represents certain non-GAAP financial measures used by the company:¹



	Quarter			Quarter				Quarter		Quarter
	Ended			Ended				Ended		Ended
	September 30, 2019			September 30, 2018				September 30, 2019		September 30, 2018
(Dollars in millions, except per share data)	Stand-alone					% Increase/(Decrease)		Consolidated				% Increase/(Decrease)
Adjusted Net (Loss) Income	$	(11	)	$	26	(142.3	)%	$	31	$	57	(45.6	)%
Total Shares Outstanding (in millions)²	186.6			203.6		(8.3	)%	—		—		—	%
Adjusted Net (Loss) Income per Outstanding Share²	$	(0.06	)	$	0.13	(146.2	)%	—		—		—	%
Adjusted EBITDAX	$	159		$	203	(21.7	)%	$	204	$	239	(14.6	)%
Adjusted EBITDAX per Outstanding Share²	$	0.85		$	1.00	(15.0	)%	$	1.09	$	1.17	(6.8	)%
Capital Expenditures³	$	272		$	255	6.7	%	—		—		—	%

¹The Non-GAAP financial measures in the table above are defined and reconciled to GAAP net income, under the caption "Non-GAAP Financial Measures" below.

²For the quarter ended September 30, 2019, total shares outstanding of 186,586,751 (Non-GAAP) are as of October 15, 2019. For the quarter ended September 30, 2018, total shares outstanding of 203,599,810 (Non-GAAP) are as of October 16, 2018.

³Capital expenditures exclude $63.9 million and $42.3 million of total capital investment net to CNXM in the third quarter of 2019 and 2018, respectively, as reported in CNXM Third Quarter Results.

The following table highlights operating cash margins and fully burdened cash margins:

Exhibit 99.1



	Quarter			Quarter
	Ended			Ended
(Per Mcfe)	September 30, 2019			September 30, 2018
Average Sales Price - E&P	$	2.51		$	2.92
Total Production Cash Costs¹	1.13			1.04
Operating Cash Margin	$	1.38		$	1.88
Operating Cash Margin (%)	55		%	64		%

Total Fully Burdened Cash Costs²	$	1.69		$	1.63
Fully Burdened Cash Margin	$	0.82		$	1.29
Fully Burdened Cash Margin (%)	33		%	44		%

¹See the "Price and Cost Data Per Mcfe" table below for reconciliation to total Production Costs.

²Fully burdened cash costs includes production cash costs, selling, general and administrative (SG&A) cash costs, other operating cash expense, other cash (income) expense, and interest expense.

Operations:

During the quarter, we used up to three horizontal rigs and drilled 15 wells. The company currently has two rigs in operation, which it expects to run into 2020, along with one frac crew.

During the quarter, the company utilized three frac crews to complete 20 wells, which included 14 Marcellus Shale wells and six Utica Shale wells. CNX has been a first mover in the basin by entering into a long-term contract with Evolution, an all-electric frac crew. The Evolution crew started operations in the second quarter of 2019 and is currently providing fuel savings of approximately $250,000 per well, which is a savings increase of approximately $70,000 per well over the prior expected savings that were highlighted last quarter.

CNX turned-in-line 24 wells in the third quarter, of which 10 were turned-in-line at the end of the third quarter. The 24 wells consisted of the following: 10 Marcellus Shale wells in Greene County, Pennsylvania; five Marcellus Shale wells in Tyler County, West Virginia; four Utica Shale wells in Marshall County, West Virginia; three Utica Shale wells in Greene County, Pennsylvania; and two Utica Shale wells in Monroe County, Ohio.

CNX's natural gas and liquids production in the quarter came from the following categories:



	Quarter	Quarter			Quarter
	Ended	Ended			Ended
	September 30, 2019	September 30, 2018	% Increase/(Decrease)		June 30, 2019	% Increase/(Decrease)
GAS
Marcellus Sales Volumes (Bcf)	79.2	61.9	27.9	%	84.3	(6.0	)%
Utica Sales Volumes (Bcf)	26.8	31.9	(16.0	)%	28.1	(4.6	)%
CBM Sales Volumes (Bcf)	14.1	14.7	(4.1	)%	13.9	1.4	%
Other Sales Volumes (Bcf)	0.1	—	100.0	%	0.1	—	%

LIQUIDS¹
NGLs Sales Volumes (Bcfe)	8.0	10.0	(20.0	)%	7.9	1.3	%
Oil Sales Volumes (Bcfe)	—	0.1	(100.0	)%	—	—	%
Condensate Sales Volumes (Bcfe)	0.1	0.4	(75.0	)%	0.2	(50.0	)%

TOTAL (Bcfe)	128.3	119.0	7.8	%	134.5	(4.6	)%

Average Daily Production (MMcfe)	1,394.6	1,293.0			1,477.6

¹NGLs, Oil 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.

PRICE AND COST DATA PER MCFE — Quarter-to-Quarter Comparison:



	Quarter		Quarter		Quarter
	Ended		Ended		Ended
(Per Mcfe)	September 30, 2019		September 30, 2018		June 30, 2019
Average Sales Price - Gas	$	2.04	$	2.71	$	2.51
Average Gain on Commodity Derivative Instruments - Cash Settlement- Gas	$	0.47	$	0.03	$	0.08
Average Sales Price - Oil*	$	9.44	$	10.50	$	8.42
Average Sales Price - NGLs*	$	2.28	$	4.68	$	3.06
Average Sales Price - Condensate*	$	12.59	$	9.76	$	7.56

Average Sales Price - Total Company	$	2.51	$	2.92	$	2.63

Lease Operating Expense (LOE)	$	0.11	$	0.14	$	0.15
Production, Ad Valorem, and Other Fees	0.05		0.06		0.05
Transportation, Gathering and Compression	0.97		0.84		0.98
Depreciation, Depletion and Amortization (DD&A)	0.86		0.93		0.89
Total Production Costs	$	1.99	$	1.97	$	2.07

Total Production Cash Costs, before DD&A	$	1.13	$	1.04	$	1.18
Cash Margin, before DD&A	$	1.38	$	1.88	$	1.45

^*NGLs, Oil, 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.

Note: "Total Production Costs" excludes Selling, General, and Administration and Other Operating Expenses.

In the third quarter of 2019, total production costs were higher, compared to the year-earlier quarter, due to increased transportation, gathering, and compression costs, offset in part by improvements to LOE, production taxes, and DD&A.

The primary driver to the increased transportation, gathering, and compression costs was due to higher CNXM fees and firm transportation costs associated with new transportation contracts. The improvement to LOE was driven by decreased employee costs and increased production volumes.

Marketing:

For the third quarter of 2019, CNX's average sales price for natural gas, natural gas liquids (NGLs), oil, and condensate was $2.51 per Mcfe. The average realized price for all liquids for the third quarter of 2019 was $14.26 per barrel.

CNX's weighted average differential from NYMEX in the third quarter of 2019 was negative $0.33 per MMBtu. CNX's average sales price for natural gas before hedging decreased 18.7% to $2.04 per Mcf compared with the average sales price of $2.51 per Mcf in the second quarter of 2019. This decrease results primarily from a lower Henry Hub price reflecting current general market conditions coupled with a wider differential. Including the impact of cash settlements from hedging, CNX's average sales price for natural gas was $0.08 per Mcf, or 3.1%, lower than the second quarter and $0.23 per Mcf, or 8.4%, lower than last year's third quarter.

Total hedged natural gas production in the 2019 fourth quarter is 115.7 Bcf. The annual gas hedge position is shown in the table below:



	2019	2020
Volumes Hedged (Bcf), as of 10/9/19	405.2*	489.6

^*Includes actual settlements of 312.5 Bcf.

CNX's hedged gas volumes include a combination of NYMEX financial hedges, index (NYMEX and basis) financial hedges, and physical fixed price sales. In addition, to protect the NYMEX hedge volumes from basis exposure, CNX enters into basis-only financial hedges and physical sales with fixed basis at certain sales points. CNX's gas hedge position through 2023 as of October 9, 2019 is shown in the table below:



	Q4 2019		2019		2020		2021		2022		2023
NYMEX Only Hedges
Volumes (Bcf)	112.3		388.4		478.3		393.2		264.7		117.5
Average Prices ($/Mcf)	$	2.98	$	3.02	$	2.97	$	2.93	$	3.01	$	2.90
Physical Fixed Price Sales and Index Hedges
Volumes (Bcf)	3.4		16.8		11.3		21.0		13.4		27.1
Average Prices ($/Mcf)	$	2.54	$	2.63	$	2.45	$	2.50	$	2.60	$	2.14
Total Volumes Hedged (Bcf)¹	115.7		405.2		489.6		414.2		278.1		144.6


NYMEX + Basis (fully-covered volumes)²
Volumes (Bcf)	112.9		403.4		484.0		414.2		268.0		142.1
Average Prices ($/Mcf)	$	2.65	$	2.68	$	2.54	$	2.40	$	2.42	$	2.27
NYMEX Only Hedges Exposed to Basis
Volumes (Bcf)	2.8		1.8		5.6		—		10.1		2.5
Average Prices ($/Mcf)	$	2.98	$	3.02	$	2.97	$	—	$	3.01	$	2.90
Total Volumes Hedged (Bcf)¹	115.7		405.2		489.6		414.2		278.1		144.6

¹2021 excludes 8.1 Bcf of physical basis sales not matched with NYMEX hedges.

²Includes physical sales with fixed basis in Q4 2019, 2019, 2020, 2021, 2022, and 2023 of 31.1 Bcf, 127.8 Bcf, 88.9 Bcf, 75.9 Bcf, 42.0 Bcf, and 3.4 Bcf, respectively.

During the third quarter of 2019, CNX added additional NYMEX natural gas hedges of 28.0 Bcf, and 24.9 Bcf for 2019, and 2020, respectively. To help mitigate basis exposure on NYMEX hedges, in the third quarter CNX added 27.7 Bcf, 44.1 Bcf, 33.6 Bcf, and 25.2 Bcf, of basis hedges for 2019, 2020, 2021, and 2022, respectively.

Finance:

At September 30, 2019, CNX's Stand-alone net debt to trailing-twelve-months (TTM) adjusted Stand-alone EBITDAX (including distributions from CNXM) was 2.4x. On a consolidated basis, CNX's net debt to TTM adjusted EBITDAX was 2.6x.

At September 30, 2019, CNX's credit facility had $613 million of borrowings outstanding and $199 million of letters of credit outstanding, leaving $1,288 million of unused capacity. In addition, CNX holds 21.7 million CNXM limited partnership units, with a current market value of approximately $283 million as of October 15, 2019, a 2% General Partner interest, and incentive distribution rights.

During the quarter, the company repurchased 1,000,000 shares. Since the October 2017 inception of the current share repurchase program and as of October 15, 2019, CNX has repurchased a total of approximately 45.2 million shares for approximately $602 million, resulting in 186,586,751 shares outstanding, which is an approximate 19% reduction to total shares outstanding. The company has approximately $148 million remaining on its current $750 million share repurchase program, which is not subject to an expiration date.

Guidance and Capital Update:

CNX is updating 2019 production volumes to 530-540 Bcfe, compared to the previous guidance of 510-530 Bcfe. CNX is updating 2020 production volumes to 535-565 Bcfe, compared to the previous guidance of 570-595 Bcfe. The updated guidance equates to an increase of 3% over 2019, based on the midpoints of the updated guidance.



Adjusted EBITDAX⁽¹⁾	Previous			Updated			Previous			Updated
	2019E			2019E			2020E			2020E
($ in millions, except per share data)	Low		High	Low		High	Low		High	Low		High
Stand-Alone (Including Distributions)⁽²⁾	$740	-	$760	$745	-	$765	$770	-	$815	$710	-	$755
Stand-Alone (Including Distributions)⁽²⁾ per Share	$3.95	-	$4.05	$3.99	-	$4.10	$4.11	-	$4.35	$3.81	-	$4.05
Consolidated	$885	-	$925	$910	-	$940	$945	-	$1,010	$885	-	$950

(1) Updated EBITDAX based on NYMEX forward strip as of October 9, 2019.

(2) 2019 and 2020 include approximately $55 million and $75 million, respectively, of projected distributions from ownership interests in CNXM. Per share calculation uses 186.6 million shares outstanding as of October 15, 2019.

Note: CNX is unable to provide a reconciliation of projected financial results contained in this release, including FCF, adjusted EBITAX, fully burdened cash costs and other metrics to their respective comparable financial measure calculated in accordance with GAAP. This is due to our inability to calculate the comparable GAAP projected metrics, including operating income and total production costs, given the unknown effect, timing, and potential significance of certain income statement items.

Despite lower natural gas prices since the previous guidance update, the company expects full-year 2019 adjusted EBITDAX to increase due to higher production volumes and lower costs. The updated guidance assumes 2019 NYMEX gas price in the fourth quarter of $2.37 per MMBtu on open volumes and a basis differential of negative $0.38 per MMBtu. This compares to the previous guidance, using gas prices as of July 8, 2019, which assumed a second half 2019 NYMEX gas price of $2.45 per MMBtu and an average basis differential of negative $0.30 per MMBtu.

The company expects lower 2020 adjusted EBITDAX, compared to the previous guidance update, due to lower volumes and a decline in natural gas prices since July 8, 2019, which is the date used for the previous guidance. The updated guidance assumes 32.5 Bcfe less production volumes in 2020, compared to the previous guidance update; however, 15 Bcfe was accelerated from 2020 into 2019, which is responsible for the production increase in 2019. Also, the updated guidance assumes 2020 NYMEX gas price of $2.40 per MMBtu on open volumes and an average basis

differential of negative $0.30 per MMBtu. This compares to the previous guidance, which assumed a 2020 NYMEX gas price of $2.55 per MMBtu and an average basis differential of negative $0.30 per MMBtu.

Despite a lower commodity strip, the company expects to generate $146 million of FCF in 2020, which is an increase compared to the previous guidance of $135 million, as a result of offsetting reductions in capital expenditures and SG&A savings. The updated 2019 guidance is also improved with EBITDAX increasing and capital expenditures declining, compared to the previous update.



Capital Expenditures	Previous			Updated			Previous			Updated
	2019E			2019E			2020E			2020E
($ in millions)	Low		High	Low		High	Low		High	Low		High
Drilling & Completion (D&C)	$695	-	$745	$690	-	$715	$450	-	$520	$400	-	$450
Non-D&C	$200	-	$200	$200	-	$200	$90	-	$100	$90	-	$100
Total Stand-Alone Capital	$895	-	$945	$890	-	$915	$540	-	$620	$490	-	$550
CNX Midstream LP Capital	$310	-	$330	$310	-	$330	$80	-	$100	$80	-	$100
Total Consolidated Capital	$1,205	-	$1,275	$1,200	-	$1,245	$620	-	$720	$570	-	$650

Free Cash Flow (FCF)	—			—			$135			$146

Third quarter 2019 capital expenditure came in lower than expected, and the company is reducing its full-year 2019 capital guidance, while increasing production volumes. For 2020, the company is reducing its full-year capital guidance and production volumes, primarily due to plan changes and associated timing.

For 2019 and 2020 combined, the company expects to spend approximately $80 million less capital than previously announced, resulting in 17.5 Bcfe less production, after accounting for the 15 Bcfe accelerated from 2020 into 2019.

About CNX

CNX Resources Corporation (NYSE: CNX) is one of the largest independent natural gas exploration, development and production companies, with operations centered in the major shale formations of the Appalachian basin. The company deploys an organic growth strategy focused on responsibly developing its resource base. As of December 31, 2018, CNX had 7.9 trillion cubic feet equivalent of proved natural gas reserves. The company is a member of the Standard & Poor's Midcap 400 Index. Additional information may be found at www.cnx.com.

Non-GAAP Financial Measures

Definitions: EBIT is defined as earnings before deducting net interest expense (interest expense less interest income) and income taxes. EBITDAX is defined as earnings before deducting net interest expense (interest expense less interest income), income taxes, depreciation, depletion and amortization, and exploration. Adjusted EBITDAX consolidated is defined as EBITDAX after adjusting for the discrete items listed below. Stand-alone EBITDAX is defined as the adjusted EBITDAX related to both CNX's E&P and Unallocated segments (See Note 24 - Segment Information in CNX's Annual Report on Form 10-K as filed with the Securities and Exchange Commission for more information) plus the distributions CNX receives during the current period from CNXM related to its limited partnership units, general partner units, and incentive distribution rights (IDRs). Although EBIT, EBITDAX, Stand-alone EBITDAX and adjusted EBITDAX consolidated are not measures of performance calculated in accordance with generally accepted accounting principles, management believes that they are useful to an investor in evaluating CNX Resources because they are widely used to evaluate a company's operating performance. We exclude stock-based compensation from adjusted EBITDAX because we do not believe it accurately reflects the actual operating expense incurred during the relevant period and may vary widely from period to period irrespective of operating results. Investors should not view these metrics as a substitute for measures of performance that are calculated in accordance with generally accepted accounting principles. In addition, because all companies do not calculate EBIT, EBITDAX, Stand-alone EBITDAX or adjusted EBITDAX consolidated identically, the presentation here may not be comparable to similarly titled measures of other companies. Adjusted EBITDAX per outstanding share, adjusted net income per outstanding share, Stand-

alone EBITDAX and adjusted EBITDAX consolidated, with shares measured as of October 15, 2019, are not measures of performance calculated in accordance with generally accepted accounting principles. Management believes that these financial measures are useful to an investor in evaluating CNX Resources because (i) analysts utilize these metrics when evaluating company performance and, (ii) given that we have an active share repurchase program, analysts have requested this information as of a recent practicable date, and we want to provide updated information to investors.

Reconciliation of EBIT, EBITDAX, adjusted EBITDAX consolidated, Stand-alone EBITDAX, adjusted net income, net debt and TTM EBITDAX to financial net income is as follows:



	Three Months Ended
	September 30,
	2019			2019		2019
Dollars in thousands	Stand-alone¹			Midstream		Total Company
Net Income	$	102,219		$	41,741	$	143,960
Interest Expense	30,783			7,622		38,405
Interest Income	(1,078		)	—		(1,078		)
Income Tax Expense	48,902			—		48,902
Earnings Before Interest & Taxes (EBIT)	$	180,826		$	49,363	$	230,189
Depreciation, Depletion & Amortization	111,839			8,620		120,459
Exploration Expense	6,075			—		6,075
Earnings Before Interest, Taxes, DD&A and Exploration (EBITDAX)	$	298,740		$	57,983	$	356,723
Adjustments:
Unrealized Gain on Commodity Derivative Instruments	$	(156,872	)	$	—	$	(156,872	)
Stock-Based Compensation	1,453			328		1,781
Severance Expense	1,563			436		1,999
Total Pre-tax Adjustments	$	(153,856	)	$	764	$	(153,092	)
Adjusted EBITDAX Consolidated	$	144,884		$	58,747	$	203,631
Midstream Distributions	14,388			N/A		N/A
Stand-alone EBITDAX	$	159,272		N/A		N/A

¹Stand-alone includes both CNX's E&P and Unallocated segments. See Note 24 - Segment Information in CNX's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission, for more information.



	Three Months Ended
	September 30,
	2018			2018		2018
Dollars in thousands	Stand-alone¹			Midstream		Total Company
Net Income	$	115,583		$	31,173	$	146,756
Interest Expense	28,467			7,256		35,723
Interest Income	(42		)	—		(42		)
Income Tax Expense	56,678			—		56,678
Earnings Before Interest & Taxes (EBIT)	$	200,686		$	38,429	$	239,115
Depreciation, Depletion & Amortization	111,844			7,741		119,585
Exploration Expense	3,321			—		3,321
Earnings Before Interest, Taxes, DD&A and Exploration (EBITDAX)	$	315,851		$	46,170	$	362,021
Adjustments:
Unrealized Gain on Commodity Derivative Instruments	$	(15,181	)	$	—	$	(15,181	)
Gain on Certain Asset Sales	(130,849		)	—		(130,849		)
Severance Expense	513			—		513
Litigation Settlements	2,000			—		2,000
Loss on Debt Extinguishment	15,385			—		15,385
Stock-Based Compensation	4,737			506		5,243
Total Pre-tax Adjustments	$	(123,395	)	$	506	$	(122,889	)
Adjusted EBITDAX Consolidated	$	192,456		$	46,676	$	239,132
Midstream Distributions	10,078			N/A		N/A
Stand-alone EBITDAX	$	202,534		N/A		N/A

¹Stand-alone includes both CNX's E&P and Unallocated segments. See Note 24 - Segment Information in CNX's Annual Report on Form 10-K for fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission, for more information.

Reconciliation of Adjusted Net Income



	Three Months Ended						Three Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Dollars in thousands	Stand-alone¹			Stand-alone¹			Total Company			Total Company
Net Income from EBITDAX Reconciliation	$	102,219		$	115,583		$	143,960		$	146,756
Adjustments:
Total Pre-tax Adjustments from EBITDAX Reconciliation	(153,856		)	(123,395		)	(153,092		)	(122,889		)
Tax effect of Adjustments	40,464			33,465			40,263			33,328
Adjusted Net (Loss) Income	$	(11,173	)	$	25,653		$	31,131		$	57,195

Management uses net debt to determine the company's outstanding debt obligations that would not be readily satisfied by its cash and cash equivalents on hand. Management believes that using net debt attributable to CNX Resources shareholders is useful to investors in determining the company's leverage ratio since the company could choose to use its cash and cash equivalents to retire debt.



Net Debt	September 30, 2019
	Stand-alone¹		Midstream		Total Company
Total Long-Term Debt (GAAP)	$	2,000,309	$	639,925	$	2,640,234
Less Cash and Cash Equivalents	2,847		2,637		5,484
Net Debt (Non-GAAP)	$	1,997,462	$	637,288	$	2,634,750

¹Stand-alone includes both CNX's E&P and Unallocated segments.

Reconciliation of Trailing-Twelve-Months (TTM) EBITDAX by Quarter



	Three Months Ended												Twelve Months Ended
	December 31,			March 31,			June 30,			September 30,			September 30,
Dollars in thousands	2018			2019			2019			2019			2019
Net Income (Loss)	$	129,415		$	(64,651	)	$	192,694		$	143,960		$	401,418
Interest Expense	33,222			35,771			40,152			38,405			147,550
Interest Income	1			(722		)	(71		)	(1,078		)	(1,870		)
Income Tax (Benefit) Expense	(23,713		)	(11,559		)	40,791			48,902			54,421
Earnings Before Interest & Taxes (EBIT)	$	138,925		$	(41,161	)	$	273,566		$	230,189		$	601,519
Depreciation, Depletion & Amortization	130,084			125,161			128,999			120,459			504,703
Exploration Expense	2,633			3,258			5,567			6,075			17,533
Earnings Before Interest, Taxes, DD&A, and Exploration (EBITDAX)	$	271,642		$	87,258		$	408,132		$	356,723		$	1,123,755
Adjustments:
Unrealized Loss (Gain) on Commodity Derivative Instruments	$	36,727		$	153,994		$	(210,909	)	$	(156,872	)	$	(177,060	)
Loss on Certain Asset Sales and Abandonments	96			3,564			—			—			3,660
Severance Expense	(55		)	—			1,182			1,999			3,126
Stock Based Compensation	5,478			10,903			23,873			1,781			42,035
(Gain) Loss on Debt Extinguishment	(315		)	7,537			77			—			7,299
Shaw Event	—			4,305			—			—			4,305
Total Pre-tax Adjustments	$	41,931		$	180,303		$	(185,777	)	$	(153,092	)	$	(116,635	)
Adjusted EBITDAX Consolidated TTM	$	313,573		$	267,561		$	222,355		$	203,631		$	1,007,120

Reconciliation of Stand-alone EBITDAX Trailing-Twelve-Months (TTM)



	Twelve Months Ended September 30, 2019
Dollars in thousands	Stand-alone¹			Midstream		Total Company
Net Income	$	243,371		$	158,047	$	401,418
Interest Expense	118,153			29,397		147,550
Interest Income	(1,870		)	—		(1,870		)
Income Tax Expense	54,421			—		54,421
Earnings Before Interest & Taxes (EBIT)	$	414,075		$	187,444	$	601,519
Depreciation, Depletion & Amortization	471,933			32,770		504,703
Exploration Expense	17,533			—		17,533
Earnings Before Interest, Taxes, DD&A, and Exploration (EBITDAX)	$	903,541		$	220,214	$	1,123,755
Adjustments:
Unrealized Gain on Commodity Derivative Instruments	$	(177,060	)	$	—	$	(177,060	)
(Gain) Loss on Certain Asset Sales and Abandonments	(3,569		)	7,229		3,660
Severance Expense	2,690			436		3,126
Stock Based Compensation	39,919			2,116		42,035
Loss on Debt Extinguishment	7,299			—		7,299
Shaw Event	4,305			—		4,305
Total Pre-tax Adjustments	$	(126,416	)	$	9,781	$	(116,635	)
Adjusted EBITDAX Consolidated TTM	$	777,125		$	229,995	$	1,007,120
Midstream Distributions	50,869			N/A		N/A
Stand-alone EBITDAX TTM	$	827,994		N/A		N/A

¹Stand-alone includes both CNX's E&P and Unallocated Segments.

Cautionary Statements

We are including the following cautionary statement in this press release 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 press release are forward-looking statements (as defined in 21E of the Securities Exchange Act of 1934 (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. These 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 a strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release speak only as of the date of this press release; we disclaim any obligation to update these statements. 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; an extended decline in the prices we receive for our natural gas and natural gas liquids affecting our operating results and cash flows; our dependence on gathering, processing and transportation facilities and other midstream facilities owned by CNXM and others; disruption of, capacity constraints in, or proximity to pipeline systems that could limit sales of our natural gas and natural gas liquids, and decreases in availability of third-party pipelines or other midstream facilities interconnected to CNXM’s gathering systems; 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 write-downs 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; risks associated with our debt; failure to find or acquire economically recoverable natural gas reserves to replace our current natural gas reserves; 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, particularly in the area of intangible drilling costs; 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, including with respect to indemnification obligations; 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 has been allocated responsibility; and the separation could result in substantial tax liability; and, with respect to the sale of the Ohio Joint Venture Utica assets, disruption to our business, including customer, employee and supplier relationships resulting from this transaction, and the impact of the transaction on our future operating and financial results. Additional factors are described in detail under the captions "Forward Looking Statements" and "Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission, as supplemented by our quarterly reports on Form 10-Q.

Contacts:

Investor: Tyler Lewis, at (724) 485-3157

Media: Brian Aiello, at (724) 485-3078

CNX RESOURCES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME



(Dollars in thousands, except per share data)	Three Months Ended						Nine Months Ended
(Unaudited)	September 30,						September 30,
Revenues and Other Operating Income:	2019			2018			2019			2018
Natural Gas, NGLs and Oil Revenue	$	265,051		$	344,712		$	1,043,862		$	1,084,851
Gain on Commodity Derivative Instruments	213,913			18,005			240,118			78,752
Purchased Gas Revenue	29,192			10,560			64,181			38,546
Midstream Revenue	18,525			19,946			55,863			69,684
Other Operating Income	3,316			3,903			9,436			23,146
Total Revenue and Other Operating Income	529,997			397,126			1,413,460			1,294,979
Costs and Expenses:
Operating Expense
Lease Operating Expense	14,202			16,202			52,706			78,350
Transportation, Gathering and Compression	80,193			68,907			244,217			230,935
Production, Ad Valorem, and Other Fees	6,127			7,342			20,103			24,277
Depreciation, Depletion and Amortization	120,459			119,585			374,619			363,338
Exploration and Production Related Other Costs	6,075			3,321			14,900			9,401
Purchased Gas Costs	27,490			10,602			62,476			37,404
Impairment of Other Intangible Assets	—			—			—			18,650
Selling, General, and Administrative Costs	24,307			32,435			109,016			98,693
Other Operating Expense	19,746			17,405			61,197			51,238
Total Operating Expense	298,599			275,799			939,234			912,286
Other Expense (Income)
Other Expense (Income)	3,439			1,105			2,757			(4,812		)
Gain on Asset Sales and Abandonments	(3,308		)	(134,320		)	(610		)	(148,942		)
Gain on Previously Held Equity Interest	—			—			—			(623,663		)
Loss on Debt Extinguishment	—			15,385			7,614			54,433
Interest Expense	38,405			35,723			114,328			112,712
Total Other Expense (Income)	38,536			(82,107		)	124,089			(610,272		)
Total Costs and Expenses	337,135			193,692			1,063,323			302,014
Earnings Before Income Tax	192,862			203,434			350,137			992,965
Income Tax Expense	48,902			56,678			78,133			239,269
Net Income	143,960			146,756			272,004			753,696
Less: Net Income Attributable to Noncontrolling Interest	28,422			21,727			81,325			59,090
Net Income Attributable to CNX Resources Shareholders	$	115,538		$	125,029		$	190,679		$	694,606

Earnings per Share
Basic	$	0.62		$	0.59		$	1.01		$	3.22
Diluted	$	0.61		$	0.59		$	1.01		$	3.18

Dividends Declared	$	—		$	—		$	—		$	—

CNX RESOURCES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



	Three Months Ended				Nine Months Ended
(Dollars in thousands)	September 30,				September 30,
(Unaudited)	2019		2018		2019		2018
Net Income	$	143,960	$	146,756	$	272,004	$	753,696
Other Comprehensive Income:
Actuarially Determined Long-Term Liability Adjustments (Net of tax: ($15), ($13), ($44), ($794))	41		22		126		2,004

Comprehensive Income	144,001		146,778		272,130		755,700

Less: Comprehensive Income Attributable to Noncontrolling Interest	28,422		21,727		81,325		59,090

Comprehensive Income Attributable to CNX Resources Shareholders	$	115,579	$	125,051	$	190,805	$	696,610

CNX RESOURCES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



	(Unaudited)
(Dollars in thousands)	September 30, 2019		December 31, 2018
ASSETS
Current Assets:
Cash and Cash Equivalents	$	5,484	$	17,198
Accounts and Notes Receivable:
Trade	96,997		252,424
Other Receivables	11,462		11,077
Supplies Inventories	7,527		9,715
Recoverable Income Taxes	11,184		149,481
Prepaid Expenses	213,072		61,791
Total Current Assets	345,726		501,686
Property, Plant and Equipment:
Property, Plant and Equipment	10,512,298		9,567,428
Less—Accumulated Depreciation, Depletion and Amortization	2,981,723		2,624,984
Total Property, Plant and Equipment—Net	7,530,575		6,942,444
Other Assets:
Operating Lease Right-of-Use Assets	205,647		—
Investment in Affiliates	17,110		18,663
Goodwill	796,359		796,359
Other Intangible Assets	98,285		103,200
Other	292,556		229,818
Total Other Assets	1,409,957		1,148,040
TOTAL ASSETS	$	9,286,258	$	8,592,170

CNX RESOURCES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



	(Unaudited)
(Dollars in thousands, except per share data)	September 30, 2019			December 31, 2018
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	308,003		$	229,806
Current Portion of Finance Lease Obligations	7,203			6,997
Current Portion of Operating Lease Obligations	65,061			—
Other Accrued Liabilities	241,357			286,172
Total Current Liabilities	621,624			522,975
Non-Current Liabilities:
Long-Term Debt	2,640,234			2,378,205
Finance Lease Obligations	9,400			13,299
Deferred Income Taxes	476,968			398,682
Operating Lease Obligations	122,514			—
Asset Retirement Obligations	33,123			37,479
Other	160,577			159,787
Total Non-Current Liabilities	3,442,816			2,987,452
TOTAL LIABILITIES	4,064,440			3,510,427
Stockholders’ Equity:
Common Stock, $.01 Par Value; 500,000,000 Shares Authorized, 186,586,751 Issued and Outstanding at September 30, 2019; 198,663,342 Issued and Outstanding at December 31, 2018	1,870			1,990
Capital in Excess of Par Value	2,197,783			2,264,063
Preferred Stock, 15,000,000 shares authorized, None issued and outstanding	—			—
Retained Earnings	2,243,104			2,071,809
Accumulated Other Comprehensive Loss	(7,778		)	(7,904		)
Total CNX Resources Stockholders’ Equity	4,434,979			4,329,958
Noncontrolling Interest	786,839			751,785
TOTAL STOCKHOLDERS' EQUITY	5,221,818			5,081,743
TOTAL LIABILITIES AND EQUITY	$	9,286,258		$	8,592,170

CNX RESOURCES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY



	Three Months Ended						Nine Months Ended
(Dollars in thousands)	September 30,						September 30,
(Unaudited)	2019			2018			2019			2018
Total Stockholders’ Equity, Beginning Balance	$	5,099,995		$	5,038,923		$	5,081,743		$	3,899,899

Common Stock and Capital in Excess of Par Value:
Beginning Balance	2,205,848			2,374,788			2,266,053			2,452,564
Issuance of Common Stock	49			126			211			1,689
Purchase and Retirement of Common Stock	(7,697		)	(66,503		)	(101,687		)	(155,191		)
Amortization of Stock-Based Compensation Awards	1,453			4,737			35,076			14,086
Ending Balance	2,199,653			2,313,148			2,199,653			2,313,148

Retained Earnings:
Beginning Balance	2,127,627			1,940,507			2,071,809			1,455,811
Net Income	115,538			125,029			190,679			694,606
Purchase and Retirement of Common Stock	—			(61,512		)	(13,790		)	(141,543		)
Shares Withheld for Taxes	(61		)	(136		)	(5,594		)	(4,986		)
Ending Balance	2,243,104			2,003,888			2,243,104			2,003,888

Accumulated Other Comprehensive Loss:
Beginning Balance	(7,819		)	(6,494		)	(7,904		)	(8,476		)
Other Comprehensive Income	41			22			126			2,004
Ending Balance	(7,778		)	(6,472		)	(7,778		)	(6,472		)

Total CNX Resources Corporation Stockholders' Equity	4,434,979			4,310,564			4,434,979			4,310,564

Non-Controlling Interest:
Beginning Balance	774,339			730,122			751,785			—
Net Income	28,422			21,727			81,325			59,090
Shares Withheld for Taxes	—			(1		)	(690		)	(348		)
Amortization of Stock-Based Compensation Awards	328			506			1,481			1,775
Distributions to CNXM Noncontrolling Interest Holders	(16,250		)	(14,099		)	(47,062		)	(40,839		)
Acquisition of CNX Gathering, LLC	—			—			—			718,577
Ending Balance	786,839			738,255			786,839			738,255

Total Stockholders' Equity, Ending Balance	$	5,221,818		$	5,048,819		$	5,221,818		$	5,048,819

CNX RESOURCES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS



(Dollars in thousands)	Three Months Ended						Nine Months Ended
(Unaudited)	September 30,						September 30,
Cash Flows from Operating Activities:	2019			2018			2019			2018
Net Income	$	143,960		$	146,756		$	272,004		$	753,696
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization	120,459			119,585			374,619			363,338
Amortization of Deferred Financing Costs	1,649			1,818			6,057			6,640
Impairment of Other Intangible Assets	—			—			—			18,650
Stock-Based Compensation	1,781			5,243			36,557			15,861
Gain on Asset Sales and Abandonments	(3,308		)	(134,320		)	(610		)	(148,942		)
Gain on Previously Held Equity Interest	—			—			—			(623,663		)
Loss on Debt Extinguishment	—			15,385			7,614			54,433
Gain on Commodity Derivative Instruments	(213,913		)	(18,005		)	(240,118		)	(78,752		)
Net Cash Received in Settlement of Commodity Derivative Instruments	57,041			2,825			26,331			2,518
Deferred Income Taxes	48,902			68,922			78,133			259,116
Equity in Earnings of Affiliates	(673		)	(1,241		)	(1,703		)	(4,688		)
Return on Equity Investment	1,200			—			3,256			—
Changes in Operating Assets:
Accounts and Notes Receivable	28,724			5,969			154,715			50,125
Recoverable Income Taxes	102,518			(12,244		)	138,406			(8,501		)
Supplies Inventories	3,715			773			2,188			1,016
Prepaid Expenses	1,438			(1,664		)	5,725			(337		)
Changes in Operating Liabilities:
Accounts Payable	25,934			5,730			55,280			2,532
Accrued Interest	(2,691		)	9,170			2,359			5,812
Other Operating Liabilities	4,703			28,914			(31,689		)	30,418
Changes in Other Liabilities	(16,134		)	(4,362		)	(23,041		)	(9,736		)
Other	114			35			9			683
Net Cash Provided by Operating Activities	305,419			239,289			866,092			690,219
Cash Flows from Investing Activities:
Capital Expenditures	(336,137		)	(297,465		)	(964,502		)	(794,124		)
CNX Gathering LLC Acquisition, Net of Cash Acquired	—			—			—			(299,272		)
Proceeds from Asset Sales	8,189			347,391			15,276			500,811
Net Distributions from Equity Affiliates	—			4,100			—			7,750
Net Cash (Used in) Provided by Investing Activities	(327,948		)	54,026			(949,226		)	(584,835		)
Cash Flows from Financing Activities:
Payments on Miscellaneous Borrowings	(1,807		)	(1,708		)	(5,322		)	(5,455		)
Payments on Long-Term Notes	—			(212,000		)	(405,876		)	(935,419		)
Net Proceeds from (Payments on) CNXM Revolving Credit Facility	38,000			33,000			162,000			(105,500		)
(Payments on) Proceeds from CNX Revolving Credit Facility	(16,800		)	17,000			1,200			439,000
Proceeds from Issuance of CNX Senior Notes	—			—			500,000			—
Proceeds from Issuance of CNXM Senior Notes	—			—			—			394,000
Distributions to CNXM Noncontrolling Interest Holders	(16,250		)	(14,099		)	(47,062		)	(40,839		)
Proceeds from Issuance of Common Stock	49			127			210			1,689
Shares Withheld for Taxes	(62		)	(138		)	(6,284		)	(5,335		)
Purchases of Common Stock	(7,697		)	(127,645		)	(117,477		)	(294,365		)
Debt Repurchase and Financing Fees	(31		)	(26		)	(9,969		)	(19,655		)
Net Cash (Used in) Provided by Financing Activities	(4,598		)	(305,489		)	71,420			(571,879		)
Net Decrease in Cash and Cash Equivalents	(27,127		)	(12,174		)	(11,714		)	(466,495		)
Cash and Cash Equivalents at Beginning of Period	32,611			54,846			17,198			509,167
Cash and Cash Equivalents at End of Period	$	5,484		$	42,672		$	5,484		$	42,672