UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 __________________________________________________
FORM 10-Q
 __________________________________________________ 
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended SeptemberJune 30, 20172022
OR
oTRANSITION 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
  __________________________________________________
CONSOL Energy Inc.CNX Resources Corporation
(Exact name of registrant as specified in its charter)

Delaware51-0337383
(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 classTrading Symbol(s)Name of exchange on which registered
Common Stock ($.01 par value)CNXNew York Stock Exchange
Preferred Share Purchase Rights--New York Stock Exchange
 __________________________________________________ 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  xAccelerated 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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
ClassShares outstanding as of July 19, 2022
Common stock, $0.01 par value189,452,074





TABLE OF CONTENTS
Page
PART I FINANCIAL INFORMATION
ClassITEM 1.Unaudited Condensed Consolidated Financial StatementsShares outstanding as of October 16, 2017
Common stock, $0.01 par value230,103,982




TABLE OF CONTENTS

Page
PART I FINANCIAL INFORMATION
ITEM 1.Condensed Financial Statements
Consolidated Statements of Income for the three and ninesix months ended SeptemberJune 30, 20172022 and 20162021
ITEM 2.
ITEM 3.
ITEM 4.
PART II OTHER INFORMATION
ITEM 1.
ITEM 1A.Risk Factors
ITEM 4.2.Unregistered Sales of Equity Securities and Use of Proceeds
ITEM 6.








GLOSSARY OF CERTAIN OIL AND GAS MEASUREMENT TERMS


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


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.Unit.
BBtu - One billion British Thermal Units.
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.
MMbtuMMBtu - One million British Thermal units.Units.
MMcfe - One million cubic feet of natural gas equivalents, with one barrel of oil being equivalent to 6,000 cubic feet of gas.
NGLTcfe - NaturalOne trillion 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 process.process of absorption, condensation or other methods in gas processing plants.
Netnet - “Net”"net" natural gas or “net”"net" acres are determined by adding the fractional ownership working interests the Company has in gross wells or acres.
ProvedTIL - turn-in-line; a well turned to sales.
NYMEX - New York Mercantile Exchange.
basis - when referring to commodity pricing, the difference between the price for a commodity at a primary trading hub and the corresponding sales price at various regional sales points. The differential commonly is related to factors such as product quality, location, transportation capacity availability and contract pricing.
blending - process of mixing dry and damp gas in order to meet downstream pipeline specifications.
condensate - a mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature.
conventional play - a term used in the oil and natural gas industry to refer to an area believed to be capable of producing crude oil and natural gas occurring in discrete accumulations in structural and stratigraphic traps utilizing conventional recovery methods.
developed reserves -Quantities developed reserves are reserves that can be expected to be recovered: (i) through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and (ii) through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.
development well - a well drilled within the proved area of an oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive.
exploratory well - a well drilled to find a new field or to find a new reservoir in a field previously found to be productive of oil or natural gas in another reservoir. Generally, an exploratory well is any well that is not a development well, an extension well, a service well or a stratigraphic test well.
exploration costs - costs incurred in identifying areas that may warrant examination and in examining specific areas that are considered to have prospects of containing oil and natural gas reserves, including costs of drilling exploratory wells and exploratory-type stratigraphic test wells. Exploration costs may be incurred both before acquiring the related property (sometimes referred to in part as prospecting costs) and after acquiring the property. Principal types of exploration costs, which include depreciation and applicable operating costs of support equipment and facilities and other costs of exploration activities, are: (i) costs of topographical, geographical and geophysical studies and the rights to access the properties in order to conduct those studies, (ii) costs of carrying and retaining undeveloped properties, such as delay rentals and the maintenance of land and lease records, (iii) dry hole contributions (iv) costs of drilling and equipping exploratory wells, and (v) costs of drilling exploratory-type stratigraphic test wells.
gob well - a well drilled or vent hole converted to a well which produces or is capable of producing coalbed methane or other natural gas from a distressed zone created above and below a mined-out coal seam by any prior full seam extraction of the coal.
gross acres - the total acres in which a working interest is owned.
gross wells - the total wells in which a working interest is owned.
lease operating expense - costs of operating wells and equipment on a producing lease, many of which are recurring. Includes items such as water disposals, repairs and maintenance, equipment rental and operating supplies, among others.
net acres - the number of acres an owner has out of a particular number of gross acres.
net wells - the percentage ownership interest in a well that an owner has based on the working interest.
play - a proven geological formation that contains commercial amounts of hydrocarbons.



production costs - costs incurred to operate and maintain wells and related equipment and facilities, including depreciation and applicable operating costs of support equipment and facilities, which become part of the cost of oil and natural gas produced.
proved reserves - quantities of oil, natural gas, and NGLsnatural gas liquids (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.
Provedproved developed reserves (PDPs) - Provedproved reserves which can be expected to be recovered through existing wells with existing equipment and operating methods.
Provedproved undeveloped reserves (PUDs) - Provedproved 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.
Reservoirreservoir - Aa 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.
Tcferoyalty interest - One trillion cubic feetan interest in an oil and natural gas lease that gives the owner of the interest the right to receive a portion of the production from the leased acreage (or of the proceeds of the sale thereof), but generally does not require the owner to pay any portion of the costs of drilling or operating the wells on the leased acreage. Royalties may be either landowners' royalties, which are reserved by the owner of the leased acreage at the time the lease is granted, or overriding royalties, which are usually reserved by an owner of the leasehold in connection with a transfer to a subsequent owner.
throughput - the volume of natural gas equivalents,transported or passing through a pipeline, plant, terminal, or other facility during a particular period. 
transportation, gathering and compression - cost incurred related to transporting natural gas to the ultimate point of sale. These costs also include costs related to physically preparing natural gas, natural gas liquids and condensate for ultimate sale which include costs related to processing, compressing, dehydrating and fractionating, among others.
service well - a well drilled or completed for the purpose of supporting production in an existing field. Specific purposes of service wells include, among other things, gas injection, water injection and salt-water disposal.
unconventional formations - a term used in the oil and gas industry to refer to a play in which the targeted reservoirs generally fall into one of three categories: (1) tight sands, (2) coal beds or (3) shales. The reservoirs tend to cover large areas and lack the readily apparent traps, seals and discrete hydrocarbon-water boundaries that typically define conventional reservoirs. These reservoirs generally require fracture stimulation treatments or other special recovery processes in order to achieve economic flow rates.
undeveloped reserves - undeveloped reserves are reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required. Reserves on undrilled acreage are limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence exists that establishes reasonable certainty of economic producibility at greater distances. Undrilled locations can be classified as having proved undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time. Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, or by other evidence using reliable technology establishing reasonable certainty.
unproved properties - properties with one barrelno proved reserves.
working interest - an interest that gives the owner the right to drill, produce and conduct operating activities on a property and receive a share of oil being equivalent to 6,000 cubic feet of gas.any production.


wet gas - natural gas that contains significant heavy hydrocarbons, such as propane, butane and other liquid hydrocarbons.






PART I : FINANCIAL INFORMATION
 
ITEM 1.CONDENSED FINANCIAL STATEMENTS

ITEM 1.CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONSOL ENERGY INC.
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 Income:2017 2016 2017 2016
Natural Gas, NGLs and Oil Sales$234,443
 $205,913
 $812,511
 $555,101
Gain on Commodity Derivative Instruments19,183
 198,192
 80,508
 53,872
Coal Sales279,245
 267,685
 899,400
 744,411
Other Outside Sales16,959
 4,714
 45,986
 20,687
Purchased Gas Sales13,384
 12,086
 32,678
 28,633
Freight-Outside Coal21,803
 9,392
 51,847
 33,949
Miscellaneous Other Income41,036
 32,393
 115,669
 114,159
Gain on Sale of Assets45,230
 15,203
 197,343
 13,541
Total Revenue and Other Income671,283
 745,578
 2,235,942
 1,564,353
Costs and Expenses:       
Exploration and Production Costs       
Lease Operating Expense21,754
 22,602
 64,459
 73,996
Transportation, Gathering and Compression98,768
 94,796
 279,699
 279,753
Production, Ad Valorem, and Other Fees5,919
 9,027
 19,854
 23,732
Depreciation, Depletion and Amortization101,585
 101,257
 288,220
 312,122
Exploration and Production Related Other Costs4,479
 384
 33,980
 5,036
Purchased Gas Costs13,142
 11,940
 32,231
 28,692
Other Corporate Expenses26,844
 21,760
 68,172
 65,980
Impairment of Exploration and Production Properties
 
 137,865
 
Selling, General, and Administrative Costs20,328
 26,198
 62,490
 74,067
Total Exploration and Production Costs292,819
 287,964
 986,970
 863,378
PA Mining Operations Costs       
Operating and Other Costs207,772
 182,717
 608,678
 521,277
Depreciation, Depletion and Amortization41,638
 42,370
 125,341
 125,334
Freight Expense21,803
 9,392
 51,847
 33,949
Selling, General, and Administrative Costs18,664
 7,653
 50,637
 20,207
Total PA Mining Operations Costs289,877
 242,132
 836,503
 700,767
Other Costs       
Miscellaneous Operating Expense35,518
 39,658
 117,007
 126,580
Selling, General, and Administrative Costs2,896
 4,996
 9,182
 11,124
Depreciation, Depletion and Amortization5,545
 8,085
 1,047
 4,463
Loss on Debt Extinguishment2,019
 
 1,233
 
Interest Expense41,502
 47,317
 129,367
 144,609
Total Other Costs87,480
 100,056
 257,836
 286,776
Total Costs And Expenses670,176
 630,152
 2,081,309
 1,850,921
Earnings (Loss) From Continuing Operations Before Income Tax1,107
 115,426
 154,633
 (286,568)
Income Tax Expense (Benefit)26,758
 52,858
 39,962
 (71,798)
(Loss) Income From Continuing Operations(25,651) 62,568
 114,671
 (214,770)
Loss From Discontinued Operations, net
 (34,975) 
 (322,747)
Net (Loss) Income(25,651) 27,593
 114,671
 (537,517)
Less: Net Income Attributable to Noncontrolling Interest790
 2,248
 10,567
 4,541
Net (Loss) Income Attributable to CONSOL Energy Shareholders$(26,441) $25,345
 $104,104
 $(542,058)
(Dollars in thousands, except per share data)Three Months EndedSix Months Ended
(Unaudited)June 30,June 30,
Revenue and Other Operating Income (Loss):2022202120222021
Natural Gas, NGLs and Oil Revenue$1,003,406 $369,449 $1,748,030 $750,674 
Loss on Commodity Derivative Instruments(652,643)(538,859)(2,379,036)(505,445)
Purchased Gas Revenue46,552 16,706 92,393 50,190 
Other Revenue and Operating Income23,103 25,494 45,933 50,445 
Total Revenue and Other Operating Income (Loss)420,418 (127,210)(492,680)345,864 
Costs and Expenses:
Operating Expense
Lease Operating Expense14,282 10,248 29,680 19,516 
Production, Ad Valorem and Other Fees9,958 7,445 19,885 13,413 
Transportation, Gathering and Compression88,357 84,114 176,644 161,273 
Depreciation, Depletion and Amortization116,180 122,607 234,803 251,551 
Exploration and Production Related Other Costs4,712 2,929 6,400 5,006 
Purchased Gas Costs46,041 14,551 90,858 46,961 
Selling, General, and Administrative Costs30,454 23,677 62,014 51,998 
Other Operating Expense20,539 15,140 32,709 30,798 
Total Operating Expense330,523 280,711 652,993 580,516 
Other Expense
Other Expense5,179 5,865 4,441 10,231 
Gain on Asset Sales and Abandonments, net(6,240)(7,186)(19,634)(10,060)
Loss on Debt Extinguishment12,981 — 12,981 — 
Interest Expense31,051 39,576 58,121 75,948 
Total Other Expense42,971 38,255 55,909 76,119 
Total Costs and Expenses373,494 318,966 708,902 656,635 
Earnings (Loss) Before Income Tax46,924 (446,176)(1,201,582)(310,771)
Income Tax Expense (Benefit)13,567 (92,117)(311,997)(54,737)
Net Income (Loss)$33,357 $(354,059)$(889,585)$(256,034)
Earnings (Loss) per Share
Basic$0.17 $(1.61)$(4.52)$(1.16)
Diluted$0.15 $(1.61)$(4.52)$(1.16)
Dividends Declared$— $— $— $— 














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



5
4




CONSOL ENERGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(CONTINUED)
(Dollars in thousands, except per share data)Three Months Ended Nine Months Ended
(Unaudited)September 30, September 30,
(Loss) Earnings Per Share2017 2016 2017 2016
Basic       
(Loss) Income from Continuing Operations$(0.11) $0.26
 $0.45
 $(0.96)
Loss from Discontinued Operations
 (0.15) 
 (1.40)
Total Basic (Loss) Earnings Per Share$(0.11) $0.11
 $0.45
 $(2.36)
Dilutive       
(Loss) Income from Continuing Operations$(0.11) $0.26
 $0.45
 $(0.96)
Loss from Discontinued Operations
 (0.15) 
 (1.40)
Total Dilutive (Loss) Earnings Per Share$(0.11) $0.11
 $0.45
 $(2.36)

       
Dividends Declared Per Share$
 $
 $
 $0.01

CONSOL ENERGY INC.CNX RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 Three Months Ended Nine Months Ended
(Dollars in thousands)September 30, September 30,
(Unaudited)2017 2016 2017 2016
Net (Loss) Income$(25,651) $27,593
 $114,671
 $(537,517)
Other Comprehensive Income (Loss) :       
  Actuarially Determined Long-Term Liability Adjustments (Net of tax: ($2,034), ($1,043), ($6,121), ($5,369))3,464
 1,305
 10,430
 6,866
  Reclassification of Cash Flow Hedges from OCI to Earnings (Net of tax: $7,139, $19,284)
 (12,458) 
 (33,475)


 
    
Other Comprehensive Income (Loss)3,464
 (11,153) 10,430
 (26,609)


 
    
Comprehensive (Loss) Income(22,187) 16,440
 125,101
 (564,126)
        
Less: Comprehensive Income Attributable to Noncontrolling Interest779
 2,248
 10,533
 4,541
        
Comprehensive (Loss) Income Attributable to CONSOL Energy Inc. Shareholders$(22,966) $14,192
 $114,568
 $(568,667)
 Three Months EndedSix Months Ended
(Dollars in thousands)June 30,June 30,
(Unaudited)2022202120222021
Net Income (Loss)$33,357 $(354,059)$(889,585)$(256,034)
Other Comprehensive Income:
  Actuarially Determined Long-Term Liability Adjustments (Net of tax: $(48), $(48), $(96), $(96))135 136 270 271 
Comprehensive Income (Loss)$33,492 $(353,923)$(889,315)$(255,763)





















































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



6
5




CONSOL ENERGY INC.CNX RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)June 30,
2022
December 31,
2021
ASSETS
Current Assets:
Cash and Cash Equivalents$238 $3,565 
Accounts and Notes Receivable:
Trade, net447,464 330,122 
Other Receivables, net6,010 8,924 
Supplies Inventories14,490 6,147 
Recoverable Income Taxes— 72 
Derivative Instruments137,492 95,002 
Prepaid Expenses12,503 15,975 
Total Current Assets618,197 459,807 
Property, Plant and Equipment:
Property, Plant and Equipment11,606,088 11,362,102 
Less—Accumulated Depreciation, Depletion and Amortization4,593,364 4,372,619 
Total Property, Plant and Equipment—Net7,012,724 6,989,483 
Other Non-Current Assets:
Operating Lease Right-of-Use Assets176,613 56,022 
Derivative Instruments420,291 131,994 
Goodwill323,314 323,314 
Other Intangible Assets80,266 83,543 
Deferred Income Taxes14,107 — 
Other50,378 56,588 
Total Other Non-Current Assets1,064,969 651,461 
TOTAL ASSETS$8,695,890 $8,100,751 
 (Unaudited)  
(Dollars in thousands)September 30,
2017
 December 31,
2016
ASSETS   
Current Assets:   
Cash and Cash Equivalents$285,708
 $60,475
Accounts and Notes Receivable:  
Trade193,778
 220,222
Other Receivables77,746
 69,901
Inventories63,182
 65,461
Recoverable Income Taxes105,432
 116,851
Prepaid Expenses79,437
 93,146
Current Assets of Discontinued Operations
 83
Total Current Assets805,283
 626,139
Property, Plant and Equipment:   
Property, Plant and Equipment13,738,388
 13,771,388
Less—Accumulated Depreciation, Depletion and Amortization5,939,426
 5,630,949
Total Property, Plant and Equipment—Net7,798,962
 8,140,439
Other Assets:   
Deferred Income Taxes
 4,290
Investment in Affiliates190,154
 190,964
Other185,169
 222,149
Total Other Assets375,323
 417,403
TOTAL ASSETS$8,979,568
 $9,183,981
















































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



7
6




CONSOL ENERGY INC.CNX RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS


(Unaudited)
(Dollars in thousands, except per share data)June 30,
2022
December 31,
2021
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable$154,449 $121,751 
Derivative Instruments1,210,715 521,598 
Current Portion of Finance Lease Obligations637 555 
Current Portion of Long-Term Debt322,622 — 
Current Portion of Operating Lease Obligations40,951 22,940 
Other Accrued Liabilities302,599 287,732 
Total Current Liabilities2,031,973 954,576 
Non-Current Liabilities:
Long-Term Debt1,907,074 2,214,121 
Finance Lease Obligations1,342 1,218 
Operating Lease Obligations139,428 33,672 
Derivative Instruments1,899,736 687,354 
Deferred Income Taxes— 328,601 
Asset Retirement Obligations88,463 88,859 
Other90,850 92,077 
Total Non-Current Liabilities4,126,893 3,445,902 
TOTAL LIABILITIES6,158,866 4,400,478 
Stockholders’ Equity:
Common Stock, $.01 Par Value; 500,000,000 Shares Authorized, 191,400,910 Issued and Outstanding at June 30, 2022; 203,531,320 Issued and Outstanding at December 31, 20211,918 2,039 
Capital in Excess of Par Value2,665,440 2,834,863 
Preferred Stock, 15,000,000 shares authorized, None issued and outstanding— — 
(Accumulated Deficit) Retained Earnings(116,081)877,894 
Accumulated Other Comprehensive Loss(14,253)(14,523)
TOTAL STOCKHOLDERS' EQUITY2,537,024 3,700,273 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$8,695,890 $8,100,751 

 (Unaudited)  
(Dollars in thousands, except per share data)September 30,
2017
 December 31,
2016
LIABILITIES AND EQUITY   
Current Liabilities:   
Accounts Payable$303,196
 $241,616
Current Portion of Long-Term Debt10,971
 12,000
Other Accrued Liabilities540,672
 680,348
Current Liabilities of Discontinued Operations5,353
 6,050
Total Current Liabilities860,192
 940,014
Long-Term Debt:   
Long-Term Debt2,500,782
 2,722,995
Capital Lease Obligations31,530
 39,074
Total Long-Term Debt2,532,312
 2,762,069
Deferred Credits and Other Liabilities:   
Deferred Income Taxes44,720
 
Postretirement Benefits Other Than Pensions649,565
 659,474
Pneumoconiosis Benefits106,837
 108,073
Mine Closing198,764
 218,631
Gas Well Closing223,446
 223,352
Workers’ Compensation66,165
 67,277
Salary Retirement100,510
 112,543
Other125,822
 151,660
Total Deferred Credits and Other Liabilities1,515,829
 1,541,010
TOTAL LIABILITIES4,908,333
 5,243,093
Stockholders’ Equity:   
Common Stock, $.01 Par Value; 500,000,000 Shares Authorized, 230,090,909 Issued and Outstanding at September 30, 2017; 229,443,008 Issued and Outstanding at December 31, 20162,305
 2,298
Capital in Excess of Par Value2,486,071
 2,460,864
Preferred Stock, 15,000,000 shares authorized, None issued and outstanding
 
Retained Earnings1,825,547
 1,727,789
Accumulated Other Comprehensive Loss(382,092) (392,556)
Total CONSOL Energy Inc. Stockholders’ Equity3,931,831
 3,798,395
Noncontrolling Interest139,404
 142,493
TOTAL EQUITY4,071,235
 3,940,888
TOTAL LIABILITIES AND EQUITY$8,979,568
 $9,183,981




























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



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7




CONSOL ENERGY INC.CNX RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTSTATEMENTS OF STOCKHOLDERS’ EQUITY


(Dollars in thousands)
(Unaudited)
Common
Stock
Capital in
Excess
of Par
Value
(Accumulated Deficit) Retained EarningsAccumulated
Other
Comprehensive
Loss
Total
Equity
March 31, 2022$1,955 $2,691,950 $(110,005)$(14,388)$2,569,512 
Net Income— — 33,357 — 33,357 
Issuance of Common Stock374 — — 375 
Purchase and Retirement of Common Stock(38)(30,606)(39,350)— (69,994)
Shares Withheld for Taxes— — (83)— (83)
Amortization of Stock-Based Compensation Awards— 3,722 — — 3,722 
Other Comprehensive Income— — — 135 135 
June 30, 2022$1,918 $2,665,440 $(116,081)$(14,253)$2,537,024 
(Dollars in thousands)
(Unaudited)
March 31, 2021$2,207 $2,959,934 $1,563,318 $(15,049)$4,510,410 
Net Loss— — (354,059)— (354,059)
Issuance of Common Stock— — — 
Purchase and Retirement of Common Stock(17)(13,030)(9,644)— (22,691)
Shares Withheld for Taxes— — (45)— (45)
Amortization of Stock-Based Compensation Awards3,177 — — 3,178 
Other Comprehensive Income— — — 136 136 
June 30, 2021$2,191 $2,950,083 $1,199,570 $(14,913)$4,136,931 

(Dollars in thousands)
Common
Stock
 
Capital in
Excess
of Par
Value
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Total CONSOL Energy Inc.
Stockholders’
Equity
 
Non-
Controlling
Interest
 
Total
Equity
Balance at December 31, 2016$2,298
 $2,460,864
 $1,727,789
 $(392,556) $3,798,395
 $142,493
 $3,940,888
(Unaudited)             
Net Income
 
 104,104
 
 104,104
 10,567
 114,671
Other Comprehensive Income (Loss) (Net of ($6,121) Tax)
 
 
 10,464
 10,464
 (34) 10,430
Comprehensive Income
 ��
 104,104
 10,464
 114,568
 10,533
 125,101
Issuance of Common Stock7
 852
 
 
 859
 
 859
Treasury Stock Activity
 
 (6,346) 
 (6,346) (1,009) (7,355)
Amortization of Stock-Based Compensation Awards
 24,355
 
 
 24,355
 3,790
 28,145
Distributions to Noncontrolling Interest
 
 
 
 
 (16,403) (16,403)
Balance at September 30, 2017$2,305
 $2,486,071
 $1,825,547
 $(382,092) $3,931,831
 $139,404
 $4,071,235

























































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



9
8




CONSOL ENERGY INC.CNX RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
STOCKHOLDERS’ EQUITY
(Dollars in thousands)Nine Months Ended
(Unaudited)September 30,
Cash Flows from Operating Activities:2017 2016
Net Income (Loss)$114,671
 $(537,517)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided By Operating Activities:
 
Net Loss from Discontinued Operations
 322,747
Depreciation, Depletion and Amortization414,608
 441,919
Impairment of Exploration and Production Properties137,865
 
Stock-Based Compensation28,145
 23,825
Gain on Sale of Assets(197,343) (13,541)
Loss on Debt Extinguishment1,233
 
Gain on Commodity Derivative Instruments(80,508) (53,872)
Net Cash (Paid) Received in Settlement of Commodity Derivative Instruments(61,717) 203,303
Deferred Income Taxes42,888
 (72,866)
Equity in Earnings of Affiliates(34,810) (41,239)
Return on Equity Investment
 22,268
Changes in Operating Assets:
 
Accounts and Notes Receivable18,231
 4,555
Inventories1,974
 4,169
Prepaid Expenses1,869
 71,423
Changes in Other Assets37,357
 (14,241)
Changes in Operating Liabilities:
 
Accounts Payable23,700
 (10,985)
Accrued Interest31,093
 35,985
Other Operating Liabilities(13,423) (21,370)
Changes in Other Liabilities(31,221) (2,620)
Other38,226
 11,937
Net Cash Provided by Continuing Operating Activities472,838
 373,880
Net Cash (Used in) Provided by Discontinued Operating Activities(614) 14,427
Net Cash Provided by Operating Activities472,224
 388,307
Cash Flows from Investing Activities:
 
Capital Expenditures(450,620) (179,389)
Proceeds from Sales of Assets426,878
 38,977
Net Distributions from (Investments in) Equity Affiliates35,620
 (4,555)
Net Cash Provided by (Used in) Continuing Investing Activities11,878
 (144,967)
Net Cash Provided by Discontinued Investing Activities
 366,251
Net Cash Provided by Investing Activities11,878
 221,284
Cash Flows from Financing Activities:
 
Payments on Short-Term Borrowings
 (598,000)
Payments on Miscellaneous Borrowings(8,944) (6,222)
Payments on Long-Term Notes(213,728) 
Net (Payments on) Proceeds from Revolver - CNX Coal Resources LP(13,000) 23,000
Distributions to Noncontrolling Interest(16,403) (16,241)
Dividends Paid
 (2,294)
Issuance of Common Stock859
 4
Treasury Stock Activity(7,355) (1,669)
Debt Repurchase and Financing Fees(298) (482)
Net Cash Used in Continuing Financing Activities(258,869) (601,904)
Net Cash Used in Discontinued Financing Activities
 (14)
Net Cash Used in Financing Activities(258,869) (601,918)
Net Increase in Cash and Cash Equivalents225,233
 7,673
Cash and Cash Equivalents at Beginning of Period60,475
 72,574
Cash and Cash Equivalents at End of Period$285,708
 $80,247
(Dollars in thousands)Common StockCapital in
Excess
of Par
Value
Retained EarningsAccumulated Other Comprehensive LossTotal Equity
December 31, 2021$2,039 $2,834,863 $877,894 $(14,523)$3,700,273 
(Unaudited)
Net Loss— — (889,585)— (889,585)
Issuance of Common Stock981 — — 983 
Purchase and Retirement of Common Stock(129)(103,167)(117,672)— (220,968)
Shares Withheld for Taxes— — (5,665)— (5,665)
Amortization of Stock-Based Compensation Awards11,047 — — 11,053 
Other Comprehensive Income— — — 270 270 
Cumulative Effect of Adoption of New Accounting Standard— (78,284)18,947 — (59,337)
June 30, 2022$1,918 $2,665,440 $(116,081)$(14,253)$2,537,024 
(Dollars in thousands)
December 31, 2020$2,208 $2,959,357 $1,476,056 $(15,184)$4,422,437 
(Unaudited)
Net Loss— — (256,034)— (256,034)
Issuance of Common Stock4,794 — — 4,801 
Purchase and Retirement of Common Stock(31)(24,731)(15,916)— (40,678)
Shares Withheld for Taxes— — (4,536)— (4,536)
Amortization of Stock-Based Compensation Awards10,696 — — 10,703 
Equity Component of Convertible Senior Notes, net of Issuance Costs— (33)— — (33)
Other Comprehensive Income— — — 271 271 
June 30, 2021$2,191 $2,950,083 $1,199,570 $(14,913)$4,136,931 






















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


10


CNX RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)Six Months Ended
Dollars in ThousandsJune 30,
Cash Flows from Operating Activities:20222021
Net Loss$(889,585)$(256,034)
Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization234,803 251,551 
Amortization of Deferred Financing Costs4,115 12,156 
Stock-Based Compensation11,053 10,703 
Gain on Asset Sales and Abandonments, net(19,634)(10,060)
Loss on Debt Extinguishment12,981 — 
Loss on Commodity Derivative Instruments2,379,036 505,445 
Gain on Other Derivative Instruments(7,353)(4,659)
Net Cash Paid in Settlement of Commodity Derivative Instruments(800,971)(7,954)
Deferred Income Taxes(319,814)(54,970)
Other2,323 (704)
Changes in Operating Assets:
Accounts and Notes Receivable(118,619)(18,191)
Recoverable Income Taxes72 88 
Supplies Inventories(8,343)1,936 
Prepaid Expenses3,407 586 
Changes in Other Assets1,843 (1,084)
Changes in Operating Liabilities:
Accounts Payable28,508 14,701 
Accrued Interest(1,466)14,762 
Other Operating Liabilities16,820 720 
Changes in Other Liabilities(814)(117)
Net Cash Provided by Operating Activities528,362 458,875 
Cash Flows from Investing Activities:
Capital Expenditures(258,984)(252,387)
Proceeds from Asset Sales26,530 11,969 
Net Cash Used in Investing Activities(232,454)(240,418)
Cash Flows from Financing Activities:
Payments on Long-Term Notes(26,969)— 
Net Proceeds from (Payments on) CNXM Revolving Credit Facility3,300 (131,000)
Net Payments on CNX Revolving Credit Facility
(58,350)(800)
Net Payments on CSG Non-Revolving Credit Facilities— (13,113)
Net Payments on Other Debt(311)(2,526)
Proceeds from Issuance of Common Stock983 4,801 
Shares Withheld for Taxes(5,665)(4,536)
Purchases of Common Stock(211,967)(46,678)
Debt Issuance and Financing Fees(256)(1,320)
Net Cash Used in Financing Activities(299,235)(195,172)
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash(3,327)23,285 
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period3,565 21,599 
Cash, Cash Equivalents, and Restricted Cash at End of Period$238 $44,884 









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


911




CONSOL ENERGY INC.CNX RESOURCES CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)


NOTE 1—BASIS OF PRESENTATION:


The accompanying Unaudited Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and ninesix months ended SeptemberJune 30, 20172022 are not necessarily indicative of the results that may be expected for future periods.


The Consolidated Balance Sheet at December 31, 20162021 has been derived from the Audited Consolidated Financial Statements at that date but does not include all the notes required by generally accepted accounting principles for complete financial statements. For further information, refer to the Consolidated Financial Statements and related notes for the year ended December 31, 20162021 included in CONSOL Energy Inc.'sCNX Resources Corporation's ("CNX," "CNX Resources," the "Company," "we," "us," or "our") Annual Report on Form 10-K.10-K as filed with the Securities and Exchange Commission (SEC) on February 10, 2022.


Certain amounts in prior periods have been reclassified to conform withto the report classificationscurrent period presentation.

Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of the year ended December 31, 2016, with no effect on previously reported net income or stockholders' equity.

In March 2016, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update on stock compensation that was intendedcash, cash equivalents, and restricted cash to simplify and improveamounts shown in the accounting and statement of cash flow presentation for income taxesflows:
June 30,
20222021
Cash and Cash Equivalents$238 $39,365 
Restricted Cash, Current Portion— 768 
Restricted Cash, Less Current Portion— 4,751 
Total Cash, Cash Equivalents, and Restricted Cash$238 $44,884 

Restricted cash 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, $64 and $4,629June 30, 2021 consisted of additional income tax expensecash that the Company was recognized in the Consolidated Statements of Income for the three and nine months ended September 30, 2017, respectively. Alsocontractually obligated to maintain in accordance with this Update, the valueterms of shares withheldthe Cardinal States Gathering LLC and CSG Holdings II LLC Credit Agreement, each dated March 13, 2020. In August 2021, CNX repaid in full the outstanding principal on both of these non-revolving credit facilities and terminated the Credit Agreements.

Receivables

As of June 30, 2022 and December 31, 2021, Accounts Receivable - Trade were $447,464 and $330,122, respectively, and Other Receivables were $6,010 and $8,924, respectively.

The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Management records an allowance for employee tax withholding purposescredit losses related to the collectability of $7,355third-party customers' receivables using the historical aging of the customer receivable balance. The collectability is determined based on past events, including historical experience, customer credit rating, as well as current market conditions. CNX monitors customer ratings and $1,669collectability on an on-going basis. Account balances will be charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.









12


The following represents activity related to the allowance for credit losses for the ninesix months ended September 30, 2017 and 2016, respectively, were reclassified between Net Cash Provided by Operating Activities and Net Cash Used in Financing Activities of the Consolidated 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.ended:

June 30,
20222021
Allowance for Credit Losses - Trade, Beginning of Year$84 $84 
Provision for Expected Credit Losses— — 
Allowance for Credit Losses - Trade, End of Period$84 $84 
Allowance for Credit Losses - Other Receivables, Beginning of Year$3,322 $3,248 
Provision for Expected Credit Losses(376)(55)
Write-off of Uncollectible Accounts(178)(15)
Allowance for Credit Losses - Other Receivables, End of Period$2,768 $3,178 

NOTE 2—EARNINGS PER SHARE:

Basic earnings per share areis computed by dividing net income attributable to CONSOL Energy Inc. ("CONSOL Energy" or the "Company") shareholdersnet loss by the weighted average shares outstanding during the reporting period. DilutiveDiluted earnings per share areis computed similarly to basic earnings per share, except that the weighted average shares outstanding are increased to include, if dilutive, additional shares from stock options, performance stock options, restricted stock units, and performance share units if dilutive.and shares issuable upon conversion of CNX's outstanding 2.25% convertible senior notes due May 2026 (the "Convertible Notes") (See Note 9 – Long-Term Debt). 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, that the shares that are issuable from the conversion of the Convertible Notes are issued (subject to the considerations discussed further in the paragraph below), and that the proceeds from such activities were used to acquire shares of common stock at the average market price during the reporting period. In periods when CNX recognizes a net loss, the impact of outstanding stock awards and the potential share settlement impact related to CNX's Convertible Notes are excluded from the diluted loss per share calculation as their inclusion would have an anti-dilutive effect.


The table below sets forth the share-based awards that have been excluded from the computation of diluted earnings per share because their effect would be anti-dilutive:
 For the Three Months Ended June 30,For the Six Months Ended June 30,
 2022202120222021
Anti-Dilutive Options6,796 3,029,168 2,303,516 3,029,168 
Anti-Dilutive Restricted Stock Units57,050 2,484,443 2,524,803 2,484,443 
Anti-Dilutive Performance Share Units— 1,011,443 2,119,458 1,011,443 
63,846 6,525,054 6,947,777 6,525,054 
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016
Anti-Dilutive Options5,407,465  2,989,610  2,731,362  6,230,099 
Anti-Dilutive Restricted Stock Units1,102,180  3,455  183,479  645,302 
Anti-Dilutive Performance Share Units1,793,302  1,659,014    2,326,120 
Anti-Dilutive Performance Stock Options802,804  802,804  802,804  802,804 
 9,105,751  5,454,883  3,717,645  10,004,325 


The Convertible Notes, if converted by the holder, may be settled in cash, shares of the Company's common stock or a combination thereof, at the Company's election. The Company expects to settle the principal amount of the Convertible Notes in cash. ASU 2020-06 amends the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method (See Note 9 – Long-Term Debt for more information). The if-converted method assumes the conversion of convertible instruments occurs at the beginning of the reporting period and diluted weighted average shares outstanding includes the common shares issuable upon conversion of the convertible instruments. The conversion spread has a dilutive impact on diluted earnings per share when the average market price of the Company's common stock for a given period exceeds the initial conversion price of $12.84 per share for the Convertible Notes. In connection with the Convertible Notes' issuance, the Company entered into privately negotiated capped call transactions with certain counterparties (the "Capped Calls" and "Capped Call Transactions"), which were not included in calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive.








1013




The table below sets forth the share-based awards that have been exercised or released:
 For the Three Months Ended June 30,For the Six Months Ended June 30,
 2022202120222021
Options53,180 205 136,604 656,573 
Restricted Stock Units43,241 34,056 959,162 735,813 
Performance Share Units— — 72,353 291,653 
96,421 34,261 1,168,119 1,684,039 
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016
Options17,048    107,510  
Restricted Stock Units14,776  5,920  349,037  574,310
Performance Share Units    560,936  
 31,824 
5,920  1,017,483  574,310
The computations for basic and dilutivediluted earnings (loss) per share are as follows:
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016
Numerator:       
(Loss) Income from Continuing Operations$(25,651) $62,568  $114,671  $(214,770)
      Less: Net Income Attributable to Non-Controlling Interest790  2,248  10,567  4,541
Net (Loss) Income from Continuing Operations Attributable to CONSOL Energy Shareholders$(26,441) $60,320  $104,104  $(219,311)
Loss from Discontinued Operations  (34,975)   (322,747)
Net (Loss) Income Attributable to CONSOL Energy Shareholders$(26,441) $25,345  $104,104  $(542,058)
        
Denominator:       
Weighted-average shares of common stock outstanding230,080,797  229,438,612  229,986,428  229,369,309
Effect of dilutive shares  2,079,973  1,473,392  
Weighted-average diluted shares of common stock outstanding230,080,797  231,518,585  231,459,820  229,369,309
(Loss) Earnings per Share:       
Basic (Continuing Operations)$(0.11) $0.26  $0.45  $(0.96)
Basic (Discontinued Operations)  (0.15)   (1.40)
Total Basic$(0.11)
$0.11  $0.45  $(2.36)
        
Dilutive (Continuing Operations)$(0.11) $0.26  $0.45  $(0.96)
Dilutive (Discontinued Operations)  (0.15)   (1.40)
Total Dilutive$(0.11) $0.11  $0.45  $(2.36)

Changes in Accumulated Other Comprehensive Loss by component, net of tax, were as follows:
 Long-Term Liabilities
Balance at December 31, 2016$(392,556)
Amounts Reclassified from Accumulated Other Comprehensive Loss10,430 
Add: Other Comprehensive Loss Attributable to Non-Controlling Interest34 
Balance at September 30, 2017$(382,092)











11



The following table shows the reclassification of adjustments out of Accumulated Other Comprehensive Loss:
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016
Derivative Instruments (Note 13)       
Natural Gas Price Swaps and Options$  $(19,597) $  $(52,759)
Tax Expense  7,139    19,284
Net of Tax$  $(12,458) $  $(33,475)
Actuarially Determined Long-Term Liability Adjustments* (Note 5 and Note 6)       
Amortization of Prior Service Costs$(749) $(148) $(2,247) $(443)
Recognized Net Actuarial Loss6,247  6,332  18,798  17,549
Settlement Loss  3,651    17,347
Total5,498  9,835  16,551  34,453
Less: Tax Benefit2,034  3,664  6,121  12,861
Net of Tax$3,464  $6,171  $10,430  $21,592

For the Three Months Ended June 30,For the Six Months Ended June 30,
 2022202120222021
Net Income (Loss)$33,357 $(354,059)$(889,585)$(256,034)
Basic Earnings Available to Shareholders$33,357 $(354,059)$(889,585)$(256,034)
Effect of Dilutive Securities:
Add Back Interest on Convertible Notes (Net of Tax)$1,376 $— $— $— 
Diluted Earnings Available to Shareholders$34,733 $(354,059)$(889,585)$(256,034)
Weighted-Average Shares of Common Stock Outstanding194,021,639 219,897,242 196,921,836 219,910,365 
Effect of Diluted Shares:*
Options1,349,984 — — — 
Restricted Stock Units1,603,876 — — — 
Performance Share Units1,681,326 — — — 
Convertible Notes25,751,869 — — — 
Weighted-Average Diluted Shares of Common Stock Outstanding224,408,694 219,897,242 196,921,836 219,910,365 
Earnings (Loss) per Share:
Basic$0.17 $(1.61)$(4.52)$(1.16)
Diluted$0.15 $(1.61)$(4.52)$(1.16)
*Excludes amountsDuring periods in which the Company incurs a net loss, diluted weighted average shares outstanding are equal to basic weighted average shares outstanding because the effect of all equity awards and the potential share settlement impact related to the remeasurementCNX's Convertible Notes are antidilutive.

NOTE 3—REVENUE FROM CONTRACTS WITH CUSTOMERS:

Revenues are recognized when control of the Actuarially Determined Long-Term Liabilitiespromised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company has elected to exclude all taxes from the nine months ended September 30, 2016.measurement of transaction price.


NOTE 2—DISCONTINUED OPERATIONS:

In August 2016, CONSOL Energy completedFor natural gas, NGL and oil, and purchased gas revenue, the saleCompany generally considers the delivery of each unit (MMBtu or Bbl) to be a separate performance obligation that is satisfied upon delivery. Payment terms for these contracts typically require payment within 25 days of the Miller Creek and Fola Mining Complexes.end of the calendar month in which the hydrocarbons are delivered. A significant number of these contracts contain variable consideration because the payment terms refer to market prices at future delivery dates. In these situations, the transaction,Company has not identified a standalone selling price because the buyer acquiredterms of the Miller Creek and Fola assets and assumedvariable payments relate specifically to the Miller Creek and Fola mine closing and reclamation liabilities. In orderCompany’s efforts to equalizesatisfy the value exchange, CONSOL Energy paid $28,271performance obligations. A portion of cash at closing,the contracts contain fixed consideration (i.e. fixed price contracts or contracts with a fixed differential to NYMEX or index prices). The fixed consideration is allocated to each performance obligation on a relative standalone selling price basis, which included property taxesrequires judgment from management. For these contracts, the Company generally concludes that the fixed price or fixed differentials in the contracts are representative of the standalone selling price. Revenue 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 nine months ended September 30, 2016. CONSOL Energy 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 nine months ended September 30, 2016. This impairment was included in Loss from Discontinued Operations, net on the Consolidated Statements of Income.

In March 2016, CONSOL Energy 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 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 CONSOL Energy assets were excluded from the sale including coalbed methane, natural gas, NGL 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 CONSOL Energy liabilities were excluded and not assumed. The excluded liabilities included BMC’s indebtedness, trade payables and liabilities arising prior to closing,oil as well as the liabilities of the subsidiaries other than BMC which were parties to the sale. In addition, the buyer agreed to pay CONSOL Energy 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 $61 and $6,485 for the three and nine months ended September 30, 2017, respectively, and was included in Miscellaneous Other Incomepresented 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 nine months ended September 30, 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 nine months ended September 30, 2016.

For all periods presented in the accompanying Consolidated Statements of Income BMC along withrepresent the various other assetsCompany’s share of revenues net of royalties and excluding revenue interests owned by others. When selling natural gas, NGL and oil on behalf of royalty owners or working interest owners, the Miller CreekCompany is acting as an agent and Fola Mining Complexes are classified as discontinued operations.

thus reports the revenue on a net basis.


1214





The following table details selected financial information for the divested business included within discontinued operations:
 For the Three Months Ended For the Nine Months Ended
  
September 30, 2016 September 30, 2016
Coal Sales$6,974
 $102,904
Freight-Outside Coal305
 1,322
Miscellaneous Other Income2,204
 2,237
Loss on Sale of Assets(53,119) (91,372)
Total Revenue and Other Income$(43,636) $15,091
Total Costs11,789
 124,865
Loss From Operations Before Income Taxes$(55,425) $(109,774)
Impairment on Assets Held for Sale
 355,681
Income Tax Benefit(20,450) (142,708)
Loss From Discontinued Operations, net$(34,975) $(322,747)

The following table details the major classes of assetsIncluded in Other Revenue and liabilities of discontinued operations:
 September 30,
2017
 December 31,
2016
Assets:   
Accounts Receivable - Trade$
 $83
Total Current Assets$
 $83
Total Assets of Discontinued Operations$
 $83
Liabilities:   
Accounts Payable$
 $36
Other Current Liabilities5,353
 6,014
Total Current Liabilities$5,353
 $6,050
Total Liabilities of Discontinued Operations$5,353
 $6,050

NOTE 3—ACQUISITIONS AND DISPOSITIONS:

In September 2017, CONSOL Energy closed on the sale of approximately 22,000 acres of surface land in Colorado. CONSOL Energy 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 AssetsOperating Income in the Consolidated Statements of Income.    Income and in the below table are revenues generated from natural gas gathering services provided to third-parties. The gas gathering services are interruptible in nature and include charges for the volume of gas actually gathered and do not guarantee access to the system. Volumetric based fees are based on actual volumes gathered. The Company generally considers the interruptible gathering of each unit (MMBtu) of natural gas as a separate performance obligation. Payment terms for these contracts typically require payment within 25 days of the end of the calendar month in which the hydrocarbons are gathered.


InDisaggregation of Revenue

The following table is a twodisaggregation of revenue by major source:
For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202120222021
Revenue from Contracts with Customers:
Natural Gas Revenue$934,127 $320,982 $1,609,401 $668,358 
NGL Revenue63,774 41,521 128,569 73,384 
Oil/Condensate Revenue5,505 6,946 10,060 8,932 
Total Natural Gas, NGL and Oil Revenue1,003,406 369,449 1,748,030 750,674 
Purchased Gas Revenue46,552 16,706 92,393 50,190 
Other Sources of Revenue and Other Operating Income (Loss):
Loss on Commodity Derivative Instruments(652,643)(538,859)(2,379,036)(505,445)
Other Revenue and Operating Income23,103 25,494 45,933 50,445 
Total Revenue and Other Operating Income (Loss)$420,418 $(127,210)$(492,680)$345,864 

The disaggregated revenue information corresponds with the Company’s segment reporting found in Note 13 – Segment Information.

Contract Balances

CNX invoices its customers once a performance obligation has been satisfied, at which point payment is unconditional. Accordingly, CNX's contracts with customers do not give rise to material contract assets or liabilities under ASC 606. The Company has no contract assets recognized from the costs to obtain or fulfill a contract with a customer.

Transaction Price Allocated to Remaining Performance Obligations

ASC 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied. However, the guidance provides certain practical expedients that limit this requirement, including when variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part closingof a series.

A significant portion of CNX's natural gas, NGL and oil and purchased gas revenue is short-term in Julynature with a contract term of one year or less. For those contracts, CNX has utilized the practical expedient in ASC 606-10-50-14 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

For revenue associated with contract terms greater than one year, a significant portion of the consideration in those contracts is variable in nature and September 2017, CONSOL Energy executedthe Company allocates the variable consideration in its contract entirely to each specific performance obligation to which it relates. Therefore, any remaining variable consideration in the transaction price is allocated entirely to wholly unsatisfied performance obligations. As such, the Company has not disclosed the value of unsatisfied performance obligations pursuant to the practical expedient.

For natural gas, NGL and oil revenue associated with contract terms greater than one year with a fixed price component, the aggregate amount of the transaction price allocated to remaining performance obligations was $38,605 as of June 30, 2022.

15


The Company expects to recognize net revenue of $18,121 in the next 12 months and $12,750 over the following 12 months, with the remainder recognized thereafter.

For revenue associated with CNX's midstream contracts, which also have terms greater than one year, the interruptible gathering of each unit of natural gas represents a separate performance obligation; therefore, future volumes are wholly unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required.

Prior-Period Performance Obligations

CNX records revenue in the month production is delivered to the purchaser. However, settlement statements for certain natural gas, NGL and oil revenue may not be received for 30 to 90 days after the date production is delivered, and as a result, the Company is required to estimate the amount of production delivered to the purchaser and the price that will be received for the sale of approximately 7,500 net undeveloped acres of the Marcellus Shale in Alleghenyproduct. CNX records the differences between the estimate and Westmoreland counties, Pennsylvania. CONSOL Energythe actual amounts received total cash proceeds of $36,649 which is included in the cash flowsmonth that payment is received from investing activities.the purchaser. The net gain onCompany has existing internal controls for its revenue estimation process and the sale of these assets was $15,251related accruals, and was includedany identified differences between its revenue estimates and the actual revenue received historically have not been significant. For the three and six months ended June 30, 2022 and 2021, revenue recognized in the Gain on Sale of Assetscurrent reporting period related to performance obligations satisfied in the Consolidated Statements of Income.a prior reporting period was not material.


In June 2017, CONSOL Energy closed on the sale of approximately 11,100 net undeveloped acres of the Marcellus and Utica Shale in Allegheny, Washington, and Westmoreland counties, Pennsylvania. CONSOL Energy 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. CONSOL Energy received total cash proceeds of $129,651 which is included in cash flows from investing activities, as well as undeveloped acreage. The net loss on the sale was $8,591 and was included in the Gain on Sale of Assets in the Consolidated Statements of Income.
In May 2017, CONSOL Energy 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. CONSOL Energy 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.


13



In April 2017, CONSOL Energy finalized the sale of its Knox Energy LLC and Coalfield Pipeline Company subsidiaries that were previously classified as held for sale. At closing, CONSOL Energy received net cash proceeds of $18,944 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.

NOTE 4—MISCELLANEOUS OTHER INCOME:INCOME TAXES:

 For the Three Months Ended For the Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Equity in Earnings of Affiliates - CONE*$12,035
 $14,153
 $33,969
 $36,709
Coal Contract Buyout8,410
 
 8,410
 6,288
Purchased Coal Sales3,568
 1,908
 9,667
 2,512
Royalty Income - Non-Operated Coal3,512
 2,011
 15,795
 6,664
Gathering Revenue2,575
 2,602
 8,276
 7,998
Rental Income1,991
 8,983
 13,666
 27,258
Right of Way Issuance1,888
 149
 3,660
 17,952
Interest Income1,306
 214
 9,382
 975
Equity in Earnings of Affiliates - Other390
 1,202
 841
 4,530
Other5,361
 1,171
 12,003
 3,273
    Miscellaneous Other Income$41,036
 $32,393
 $115,669
 $114,159
*Includes the Company's ownership interest in both CONE Gathering LLC and CONE Midstream Partners LP. See Note 17- Related Party for more information.

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

Components of Net Periodic Benefit (Credit) Cost are as follows:
 Pension Benefits Other Post-Employment Benefits
 For the Three Months Ended September 30, For the Nine Months Ended September 30, For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016 2017 2016 2017 2016
Service Cost$846
 $482
 $2,537
 $1,445
 $
 $
 $
 $
Interest Cost6,428
 5,895
 19,285
 19,578
 5,986
 6,060
 17,958
 18,181
Expected Return on Plan Assets(10,596) (11,195) (31,787) (34,933) 
 
 
 
Amortization of Prior Service Credits(148) (148) (443) (443) (601) 
 (1,804) 
Recognized Net Actuarial Loss2,351
 2,743
 7,052
 6,975
 5,778
 4,792
 17,334
 14,376
Settlement Loss
 3,651
 
 17,347
 
 
 
 
Net Periodic Benefit (Credit) Cost$(1,119) $1,428
 $(3,356) $9,969
 $11,163
 $10,852
 $33,488
 $32,557



14



NOTE 6—COMPONENTS OF COAL WORKERS’ PNEUMOCONIOSIS (CWP) AND WORKERS’ COMPENSATION NET PERIODIC BENEFIT COSTS:
Components of Net Periodic Benefit Cost are as follows:
 CWP Workers' Compensation
 For the Three Months Ended September 30, For the Nine Months Ended September 30, For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016 2017 2016 2017 2016
Service Cost$1,129
 $1,041
 $3,388
 $3,285
 $1,463
 $1,904
 $4,389
 $5,713
Interest Cost1,013
 1,053
 3,038
 3,230
 592
 638
 1,776
 1,913
Amortization of Actuarial Gain(1,908) (1,188) (5,724) (3,759) (153) (101) (458) (303)
Administrative Fees151
 
 454
 
 138
 792
 413
 2,491
State Administrative Fees and Insurance Bond Premiums
 
 
 
 621
 
 2,009
 
Curtailment Gain
 
 
 (1,307) 
 
 
 
Net Periodic Benefit Cost$385
 $906
 $1,156
 $1,449
 $2,661
 $3,233
 $8,129
 $9,814

Income attributable to discontinued operations included in the CWP net periodic cost above was $1,290The effective tax rates for the ninethree and six months ended SeptemberJune 30, 20162022 were 28.9% and was included in Loss from Discontinued Operations, net on26.0%, respectively. The effective tax rates for the Consolidated Statements of Income.
On March 31, 2016, CONSOL Energy completed the sale of its membership interests in BMC (See Note 2 - Discontinued Operations). As a result of the sale, certain obligations of the CWP planthree and six months ended June 30, 2021 were transferred to the buyer. This transfer triggered a curtailment gain of $1,307 which was included in Loss from Discontinued Operations, net on the Consolidated Statements of Income. The curtailment resulted in a plan remeasurement which increased the plan liabilities by $7,713 at March 31, 2016.
NOTE 7—INCOME TAXES:

20.6% and 17.6%, respectively. The effective tax rate for the three and ninesix months ended SeptemberJune 30, 2017 was 8,441.0% and 27.7%, respectively. The effective tax rate2022 differs from the U.S. federal statutory rate of 35%21.0% primarily due to the income tax benefitimpact of certain permanent differences related to the repurchase of the Convertible Notes (see Note 9 – Long-Term Debt for excess percentage depletion.

more information), equity compensation and state taxes. The effective tax rate for the three and ninesix months ended SeptemberJune 30, 2016 was 46.7% and 24.7%, respectively. The effective tax rate2021 differs from the U.S. federal statutory rate of 35%21.0% primarily due to charges to recordthe impact of equity compensation and state valuation allowances and the effects of the 2010-2013 Federal tax audit still in progress in 2016, partially offset by a larger anticipated book loss and the income tax benefit for excess percentage depletion.taxes.


The total amount of uncertain tax positions at SeptemberJune 30, 20172022 and December 31, 20162021 was $8,437 and $9,103, respectively.$67,805. If these uncertain tax positions were recognized, thereapproximately $67,805 would be no effect on CONSOL Energy'saffect CNX's effective tax rate at SeptemberJune 30, 20172022 and December 31, 2016.2021. There was no change to the unrecognized tax benefits during the three and six months ended June 30, 2022.


CONSOL EnergyCNX recognizes accrued interest and penalties related to uncertain tax positions in interest expense.expense and income tax expense, respectively. As of SeptemberJune 30, 20172022 and December 31, 2016, the Company reported an accrued interest liability relating to uncertain tax positions of $539 and $305, respectively, in Other Liabilities on the Consolidated Balance Sheets. The accrued interest liability includes $234 of accrued interest expense that is reflected in the Company's Consolidated Statements of Income for the nine months ended September 30, 2017.
CONSOL Energy recognizes penalties accrued related to uncertain tax positions in its income tax expense. As of September 30, 2017 and December 31, 2016, CONSOL Energy2021, CNX had no accrued liabilities for taxinterest and penalties related to uncertain tax positions.
CONSOL Energy
CNX and its subsidiaries file federal income tax returns with the United States and tax returns within various states and Canadian jurisdictions.states. 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 2015. The Joint Committee on Taxation concluded its review of the audit of tax years 2010 through 2014 in the third quarter of 2017.2018.




15



NOTE 8—INVENTORIES:

Inventory components consist of the following:
 September 30,
2017
 December 31,
2016
Coal$9,905
 $7,800
Supplies53,277
 57,661
Total Inventories$63,182
 $65,461

Inventories are stated at the lower of cost or net realizable value. The cost of coal inventories is determined by the first-in, first-out (FIFO) method. Coal inventory costs include labor, supplies, equipment costs, operating overhead, depreciation, depletion and amortization, and other related costs. The cost of supplies inventory is determined by the average cost method and includes operating and maintenance supplies to be used in the Company's E&P and coal operations.

NOTE 9—5—PROPERTY, PLANT AND EQUIPMENT:
June 30,
2022
December 31,
2021
Intangible Drilling Cost$5,395,180 $5,247,800 
Gas Gathering Equipment2,512,621 2,483,561 
Proved Gas Properties1,321,653 1,312,706 
Gas Wells and Related Equipment1,260,268 1,202,731 
Unproved Gas Properties735,831 730,400 
Surface Land and Other Equipment193,085 194,655 
Other187,450 190,249 
Total Property, Plant and Equipment11,606,088 11,362,102 
Less: Accumulated Depreciation, Depletion and Amortization4,593,364 4,372,619 
Total Property, Plant and Equipment - Net$7,012,724 $6,989,483 




 September 30,
2017
 December 31,
2016
E&P Property, Plant and Equipment   
Intangible drilling cost$3,663,552
 $3,583,565
Proved gas properties1,950,232
 2,016,916
Unproved gas properties1,031,555
 1,116,282
Gas gathering equipment1,131,982
 1,138,299
Gas wells and related equipment825,201
 791,996
Other gas assets190,400
 190,406
Gas advance royalties13,323
 13,762
Total E&P Property, Plant and Equipment$8,806,245
 $8,851,226
Less: Accumulated Depreciation, Depletion and Amortization3,317,180
 3,106,296
Total E&P Property, Plant and Equipment - Net$5,489,065
 $5,744,930
    
PA Mining Operations Property, Plant and Equipment   
Coal and other plant and equipment$2,352,826
 $2,307,668
Coal properties and surface lands460,688
 458,398
Airshafts378,296
 371,752
Mine development326,152
 326,152
Coal advance mining royalties16,136
 16,224
Leased coal lands26,556
 26,566
Total PA Mining Operations and Other Property, Plant and Equipment$3,560,654
 $3,506,760
Less: Accumulated Depreciation, Depletion and Amortization1,890,856
 1,768,712
Total PA Mining Operations and Other Property, Plant and Equipment - Net$1,669,798
 $1,738,048
    
Other Property, Plant and Equipment   
Coal and other plant and equipment$494,842
 $532,919
Coal properties and surface lands476,281
 481,126
Airshafts10,003
 10,003
Mine development17,989
 17,988
Coal advance mining royalties311,538
 310,530
Leased coal lands60,836
 60,836
Total Other Property, Plant and Equipment$1,371,489
 $1,413,402
Less: Accumulated Depreciation, Depletion and Amortization731,390
 755,941
Total Other Property, Plant and Equipment - Net$640,099
 $657,461
    
Total Company Property, Plant and Equipment - Continuing Operations$13,738,388
 $13,771,388
Less - Total Company Accumulated Depreciation, Depletion and Amortization5,939,426
 5,630,949
Total Property, Plant and Equipment of Continuing Operations - Net$7,798,962
 $8,140,439






16




NOTE 6—GOODWILL AND OTHER INTANGIBLE ASSETS:
Impairment of Long-Lived Assets


In FebruaryDecember 2017, the Company approved a plan to sell 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. 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 ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360). 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 within the Other Gas segment of the Consolidated Statements of Income in the nine months ended September 30, 2017.

Industry Participation Agreements

CONSOL Energy 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 Gas Company is party toentered into a joint development agreement with Hess Ohio Developments, LLC (Hess) with respect to approximately 155 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 CONSOL Energy working interest obligations as the acreage is developed. As of December 31, 2016, Hess' entire carry obligation has been met.

CNX Gas Company was party to a joint developmentpurchase agreement with Noble Energy, Inc. (Noble) with respectLLC ("Noble") pursuant to approximately 700 thousand net Marcellus Shale oil and gas acreswhich it acquired Noble’s 50% membership interest in West Virginia and Pennsylvania, in which each party ownedCNX Gathering, LLC (then named CONE Gathering LLC) ("CNX Gathering"), for a 50% undivided interest. In October 2016, CNX Gas entered into an Exchange Agreement with Noble Energy, which terminated the joint development agreement relatedcash purchase price of $305,000 (the "Midstream Acquisition"). 

Prior to the jointly owned gas assets heldMidstream Acquisition, the Company accounted for its 50% interest in connectionCNX Gathering as an equity method investment as the Company had the ability to exercise significant influence, but not control, over the operating and financial policies of the midstream operations. In conjunction with the joint venture with Noble and divided such jointly owned gas assets among CNX Gas and Noble Energy. The transactions contemplated byMidstream Acquisition, 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 operatesCompany obtained a 100%controlling interest in propertiesCNX Gathering 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 CONSOL Energy and Noble Energy, Inc. in their respective operating areas will remain fully dedicated to CONECNX Midstream Partners, LP. The exchangeLP ("CNXM"). Accordingly, the Midstream Acquisition was accounted for as a mineral conveyance, thus no gainbusiness combination using the acquisition method of accounting pursuant to ASC Topic 805, Business Combinations, or lossASC 805. ASC 805 requires that, in circumstances where a business combination is achieved in stages (or step acquisition), previously held equity interests are remeasured at fair value. The fair value assigned to the previously held equity interest in CNX Gathering and CNXM was recorded$799,033 and was determined using the income approach, based on a discounted cash flow methodology.

As part of the allocation of purchase price and in connection with the transaction. Infair value of consideration transferred at closing on January 3, 2018, CNX recorded $796,359 of goodwill and $128,781 of other intangible assets which are comprised of customer relationships.

The accumulated impairment losses on goodwill was $473,045, resulting in a carrying value of $323,314, at both June 2017, Noble Energy announced that it has closed30, 2022 and December 31, 2021.

The carrying amount and accumulated amortization of other intangible assets consist of the following:
June 30,
2022
December 31,
2021
Other Intangible Assets:
Gross Amortizable Asset - Customer Relationships$109,752 $109,752 
Less: Accumulated Amortization - Customer Relationships29,486 26,209 
Total Other Intangible Assets, net$80,266 $83,543 

The customer relationship intangible asset is being amortized on a transaction divesting its upstreamstraight-line basis over approximately 17 years. Amortization expense related to other intangible assets in northern West Virginiafor the three and southern Pennsylvaniasix months ended June 30, 2022 was $1,638 and 3,277, respectively. Amortization expense related to HG Energy II Appalachia, LLC, a portfolio companyother intangible assets for the three and six months ended June 30, 2021 was $1,638 and $3,276, respectively. The estimated annual amortization expense is expected to approximate $6,552 per year for each of Quantum Energy Partners.the next five years.

NOTE 10—SHORT-TERM NOTES PAYABLE:7—REVOLVING CREDIT FACILITIES:
CONSOL Energy's CNX:
On May 5, 2022, CNX amended its Third Amended and Restated Credit Agreement dated October 6, 2021, which provides for a senior secured credit agreement expires on June 18, 2019. Therevolving credit facility allows for up(as amended, the "CNX Credit Agreement"). Revisions were made to $2,000,000 of borrowings, which includesreplace LIBOR as a $750,000 letters of credit sub-limit. CONSOL Energy can also request an additional $500,000 increase inbenchmark interest rate with SOFR, or the aggregate borrowing limit amount.

The facility is secured by substantially all ofovernight financing rate. Following the assets of CONSOL Energyamendment, CNX remains the borrower and certain of its subsidiaries. Feessubsidiaries (not including CNXM) as guarantor loan parties on CNX Credit Agreement. The CNX Credit Agreement replaced the prior CNX revolving credit facility and interest rate spreadsremains subject to semi-annual redetermination. The CNX Credit Agreement has a $2,250,000 borrowing base and $1,300,000 in elected commitments, including borrowings and letters of credit. The CNX Credit Agreement matures on October 6, 2026, provided that if at any time on or after January 30, 2026, if any of the Company’s Convertible Notes are basedoutstanding and (a) availability under the CNX Credit Agreement minus (b) the aggregate principal amount of all such outstanding Convertible Senior Notes is less than 20% of the aggregate commitments under the CNX Credit Agreement (the first such date, the "Springing Maturity Date"), then the CNX Credit Agreement will mature on the percentage of facility utilization, measured quarterly. AvailabilitySpringing Maturity Date.

In addition to refinancing all outstanding amounts under the prior CNX revolving credit facility, borrowings under the CNX Credit Agreement may be used by CNX for general corporate purposes.





17


Under the terms of the CNX Credit Agreement, borrowings will bear interest at CNX's option at either:

the highest of (i) PNC Bank, National Association’s prime rate, (ii) the federal funds open rate plus 0.50%, and (iii) the one-month SOFR rate plus 1.0%, in each case, plus a margin ranging from 0.75% to 1.75%; or
the SOFR rate plus a margin ranging from 1.85% to 2.85%.

The availability under the CNX Credit Agreement, including availability for letters of credit, is generally 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 loan value of CONSOL Energy'sthe Company’s proved natural gas reserves.


The current facility contains a number of affirmative and negative covenants that limit the Company's ability to dispose of assets, make investments, purchase or redeem CONSOL Energy common stock, pay dividends, merge with another corporation and amend, modify or restate the senior unsecured notes. In April 2016, the facility was amended to require 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 CONE Gathering, LLC, and CONE Midstream Partners, LP as collateral to secure loans under the credit agreement.

The facilityCNX Credit Agreement also requires that CONSOL EnergyCNX maintain a minimum interest coveragemaximum net leverage ratio of no lessgreater than 2.503.50 to 1.00, which is calculated as the ratio of Adjusteddebt less cash on hand to consolidated EBITDA, to cash interest expense of CONSOL Energy and certain of its subsidiaries,


17



measured quarterly. CONSOL EnergyCNX 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 derivative asset/liability position, and convertible note liability until one year prior to maturity, and borrowings under the revolver, measured quarterly. At September 30, 2017, the interest coverage ratio was 5.46 to 1.00 and the current ratio was 3.09 to 1.00. Further, the credit facility allows unlimited investments in joint ventures for the development and operation of natural gas gathering systems and permits CONSOL Energy to separate its E&P and coal businesses if the leverage ratio (which is, essentially, the ratio of debt to EBITDA) of the E&P business immediately after the separation would not be greater than 2.75 to 1.00. The calculation of all of the ratios exclude CNXM. CNX Coal Resources LP ("CNXC").was in compliance with all financial covenants as of June 30, 2022.


At SeptemberJune 30, 2017,2022, the $2,000,000 facilityCNX Credit Agreement had no$133,650 of borrowings outstanding and $314,260$172,965 of letters of credit outstanding, leaving $1,685,740$993,385 of unused capacity. At December 31, 2016,2021, the $2,000,000 facilityCNX Credit Agreement had no$192,000 of borrowings outstanding and $325,676$184,131 of letters of credit outstanding, leaving $1,674,324$923,869 of unused capacity.


CNX Midstream Partners LP (CNXM):
On May 5, 2022 CNXM amended its Amended and Restated Credit Agreement dated October 6, 2021, which provides for a $600,000 senior secured revolving credit facility (as amended, the "CNXM Credit Agreement") that matures on October 6, 2026. Revisions were made to replace LIBOR as a benchmark interest rate with SOFR, or the secured overnight financing rate. CNXM remains the borrower and certain of its subsidiaries remain as guarantor loan parties on the Amended and Restated Credit Agreement. The CNXM Credit Agreement replaced the prior CNXM revolving credit facility and is not subject to semi-annual redetermination. CNX is not a guarantor under the CNXM Credit Agreement.
In addition to refinancing all outstanding amounts under the prior CNXM revolving credit facility, borrowings under the CNXM Credit Agreement may be used by CNXM for general corporate purposes.

Interest on outstanding indebtedness under the CNXM Credit Agreement currently accrues, at CNXM's option, at a rate based on either:
the highest of (i) PNC Bank, National Association’s prime rate, (ii) the federal funds open rate plus 0.50%, and (iii) the one-month SOFR rate plus 1.0%, in each case, plus a margin ranging from 1.00% to 2.00%; or
the SOFR rate plus a margin ranging from 2.10% to 3.10%.

In addition, CNXM is obligated to maintain at the end of each fiscal quarter (x) a maximum net leverage ratio of no greater than between 5.00 to 1.00 ranging to no greater than 5.25 to 1.00 in certain circumstances; (y) a maximum secured leverage ratio of no greater than 3.25 to 1.00 and (z) a minimum interest coverage ratio of no less than 2.50 to 1.00; in each case as calculated in accordance with the terms and definitions determining such ratios contained in the CNXM Credit Agreement. CNXM was in compliance with all financial covenants as of June 30, 2022.

At June 30, 2022, the CNXM Credit Agreement had $188,300 of borrowings outstanding and $30 of letters of credit outstanding, leaving $411,670 of unused capacity. At December 31, 2021, the CNXM Credit Agreement had $185,000 of borrowings outstanding and $30 of letters of credit outstanding, leaving $414,970 of unused capacity.


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NOTE 11—8—OTHER ACCRUED LIABILITIES:
June 30,
2022
December 31,
2021
Royalties$184,769 $152,498 
Accrued Interest34,568 36,035 
Deferred Revenue15,724 18,984 
Transportation Charges14,705 15,808 
Accrued Other Taxes13,553 12,681 
Short-Term Incentive Compensation6,114 19,591 
Accrued Payroll & Benefits5,868 5,747 
Litigation Contingency5,683 1,200 
Purchased Gas Payable1,257 757 
Other10,950 15,435 
Current Portion of Long-Term Liabilities:
Asset Retirement Obligations7,529 7,154 
Salary Retirement1,879 1,842 
Total Other Accrued Liabilities$302,599 $287,732 

NOTE 9—LONG-TERM DEBT:
June 30,
2022
December 31,
2021
Senior Notes due March 2027 at 7.25% (Principal of $700,000 plus Unamortized Premium of $5,070 and $5,609, respectively)$705,070 $705,609 
Senior Notes due January 2029 at 6.00%, Issued at Par Value500,000 500,000 
CNX Midstream Partners LP Senior Notes due April 2030 at 4.75% (Principal of $400,000 less Unamortized Discount of $4,519 and $4,808, respectively )*395,481 395,192 
Convertible Senior Notes due May 2026 at 2.25% (Principal of $330,654 and $345,000 less Unamortized Discount and Issuance Costs of $7,377 and $91,284, respectively)323,277 253,716 
CNX Midstream Partners LP Revolving Credit Facility*188,300 185,000 
CNX Revolving Credit Facility133,650 192,000 
Less: Unamortized Debt Issuance Costs16,082 17,396 
2,229,696 2,214,121 
Less: Current Portion322,622 — 
Long-Term Debt$1,907,074 $2,214,121 
*CNX is not a guarantor of CNXM's 4.75% Senior Notes due April 2030 or CNXM's Credit Facility.

In April 2020, CNX issued $345,000 in aggregate principal amount of Convertible Notes in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, including $45,000 aggregate principal amount of Convertible Notes issued pursuant to the exercise in full of the initial purchasers’ option to purchase additional Convertible Notes. The Convertible Notes are senior, unsecured obligations of the Company. The Convertible Notes bear interest at a fixed rate of 2.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2020. Proceeds from the issuance of the Convertible Notes totaled $334,650, net of initial purchaser discounts and issuance costs. The Convertible Notes are guaranteed by most of CNX's subsidiaries but does not include CNXM (or its subsidiaries or general partner).

The initial conversion rate is 77.8816 shares of CNX's common stock per $1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $12.84 per share, subject to adjustment upon the occurrence of specified events.

The Convertible Notes will mature on May 1, 2026, unless earlier repurchased, redeemed or converted. Before February 1, 2026, note holders will have the right to convert their Convertible Notes only upon the occurrence of the following events:

during any calendar quarter (and only during such calendar quarter) commencing after June 30, 2020, if the Last Reported Sale Price per share of Common Stock exceeds one hundred and thirty percent (130%) of the Conversion

19


 September 30,
2017
 December 31,
2016
Debt:   
Senior Notes due April 2022 at 5.875% (Principal of $1,730,975 and $1,850,000 plus Unamortized Premium of $3,804 and $4,731, respectively)$1,734,779
 $1,854,731
Senior Notes due April 2023 at 8.00% (Principal of $500,000 less Unamortized Discount of $4,977 and $5,656, respectively)495,023
 494,344
Revolving Credit Facility - CNX Coal Resources LP188,000
 201,000
MEDCO Revenue Bonds in Series due September 2025 at 5.75%102,865
 102,865
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
Advance Royalty Commitments (7.73% Weighted Average Interest Rate)2,678
 2,678
Other Note Maturing in 2018 (Principal of $692 and $1,789, respectively, less Unamortized Discount of $117 at December 31, 2016)692
 1,672
Less: Unamortized Debt Issuance Costs22,265
 27,699
 2,501,772
 2,724,672
Less: Amounts Due in One Year*990
 1,677
Long-Term Debt$2,500,782
 $2,722,995
Price for each of at least twenty (20) Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter;

during the five (5) consecutive Business Days immediately after any ten (10) consecutive trading day period (such ten (10) consecutive Trading Day period, the "Measurement Period") if the trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures set forth below, for each trading day of the Measurement Period was less than ninety eight percent (98%) of the product of the last reported sale price per share of common stock on such trading day and the conversion rate on such trading day;
* Excludesif CNX calls any or all of the Convertible Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or
upon the occurrence of certain specified corporate events as set forth in the indenture governing the Convertible Notes.

From and after February 1, 2026, note holders may convert their Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.

Upon conversion, the Company may satisfy its conversion obligation by paying and/or delivering, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the indenture governing the Convertible Notes. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the indenture governing the Convertible Notes. In addition, following certain corporate events, as described in the indenture governing the Convertible Notes, that occur prior to the maturity date, the Company will increase the conversion rate, in certain circumstances, for a holder who elects to convert its Convertible Notes in connection with such a corporate event.

The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. The Company’s current intent is to settle the principal amount of the Convertible Notes in cash upon conversion.

If certain corporate events that constitute a "Fundamental Change" (as defined in the indenture governing the Convertible Notes) occur, then noteholders may require the Company to repurchase their Convertible Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.

Pursuant to the terms of the Convertible Notes indenture, the Sale Price per share of Common Stock condition for conversion of the Convertible Notes was satisfied as of June 30, 2022, and, accordingly, holders of Convertible Notes are permitted to convert any of their Convertible Notes, at their option, at any time during the quarter beginning on July 1, 2022 and ending on September 30, 2022, subject to all terms and conditions set forth in the Convertible Notes indenture. Therefore, as of June 30, 2022, the net carrying value of the Convertible Notes was classified as current in the Consolidated Balance Sheet.

On January 1, 2022, the Company adopted Accounting Standards Update (ASU) 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity using the modified transition approach with the cumulative effect recognized as an adjustment to the opening balance of retained earnings. This guidance is applicable to the Convertible Senior Notes due May 2026 ("Convertible Notes") that were issued in April 2020, for which the embedded conversion option was required to be separately accounted for as a component of stockholders’ equity. Upon adoption on January 1, 2022, long-term debt increased by $82,327 representing the net impact of two adjustments: (1) the $107,260 value of the embedded conversion, which is net of allocated offering costs, previously classified in additional paid-in-capital in stockholders’ equity, and (2) a $24,933 increase to retained earnings for the cumulative effect of adoption primarily related to the non-cash interest expense recorded for the amortization of the portion of the Convertible Notes allocated to stockholders’ equity. In addition, there was a decrease of $22,990 to deferred income taxes, a $5,986 decrease to retained earnings, and a $78,284 decrease in stockholders equity in the Consolidated Balance Sheet. Prospectively, the reported interest expense for the Convertible Notes will no longer include the non-cash interest expense of the equity component as required under prior accounting standards and will be equal to the 2.25% cash coupon rate. Also, as required by the new accounting guidance, the Company will use the if-converted method instead of the treasury stock method for the assumed conversion of the Convertible Notes on a prospective basis when calculating earnings per share.

Prior to the adoption of ASU 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, the Convertible Notes were separated into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated conversion feature. The fair value was based on market data available for publicly traded, senior, unsecured corporate bonds with similar maturity, which represent Level 2 observable inputs. The carrying amount of the equity component, representing the conversion option, was

20


determined by deducting the fair value of the liability component from the principal value of the Convertible Notes and was recorded in Capital Lease Obligationsin Excess of $9,981Par Value in the Consolidated Statement of Stockholders Equity and $10,323 at September 30, 2017was not remeasured as long as it continued to meet the conditions for equity classification. The excess of the principal amount of the Convertible Notes over the liability component and December 31, 2016, respectively.the debt issuance costs was amortized to interest expense over the contractual term of the Convertible Notes using the effective interest method. In accounting for the debt issuance costs of $10,350, the Company allocated the total amount incurred to the liability and equity components using the same proportions as the proceeds of the Convertible Notes. Issuance costs attributable to the liability component were $7,024 and were being amortized to interest expense using the effective interest method over the contractual term of the Convertible Notes. Issuance costs attributable to the equity component were $3,326 and were netted with the equity component in Capital in Excess of Par Value in the Consolidated Statement of Stockholders Equity.


The net carrying amount of the liability and equity components of the Convertible Notes was as follows:
June 30,
2022
December 31,
2021
Liability Component:
Principal$330,654 $345,000 
Unamortized Discount— (85,950)
Unamortized Issuance Costs(7,377)(5,334)
Net Carrying Amount$323,277 $253,716 
Fair Value$501,767 $453,765 
Fair Value HierarchyLevel 2Level 2
Equity Component, net of Purchase Discounts and Issuance Costs$— $78,284 

Interest expense related to the Convertible Notes is as follows:
For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202120222021
Contractual Interest Expense$1,918 $1,941 $3,857 $3,881 
Amortization of Debt Discount— 3,809 — 7,531 
Amortization of Issuance Costs483 256 954 509 
Total Interest Expense$2,401 $6,006 $4,811 $11,921 

In connection with the offering of the Convertible Notes, the Company entered into privately negotiated capped call transactions with certain counterparties (the "Capped Calls"). The Capped Calls each have an initial strike price of $12.84 per share, subject to certain adjustments, which correspond to the initial conversion price of the Convertible Notes. The Capped Calls have an initial cap price of $18.19 per share, subject to certain adjustments. The Capped Calls cover, subject to anti-dilution adjustments, the aggregate number of shares of the Company’s common stock that initially underlie the Convertible Notes, and are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The conditions that cause adjustments to the initial strike price of the Capped Calls mirror the conditions that result in corresponding adjustments for the Convertible Notes. For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of the Convertible Notes. As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $35,673 incurred in connection with the Capped Calls was recorded as a reduction to Capital in Excess of Par Value.

During the three and nine months ended SeptemberJune 30, 2017, CONSOL Energy 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.

During the nine months ended September 30, 2017, CONSOL Energy2022, CNX purchased $119,025$14,346 of its outstanding 5.875% senior notes due in April 2022.

Convertible Notes. As part of these transactions,this transaction, a loss of $2,019 and $1,233$12,981 was included in Loss on Debt Extinguishment onin the Consolidated Statements of Income forduring the three and ninesix months ended SeptemberJune 30, 2017, respectively.2022.










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NOTE 12—10—COMMITMENTS AND CONTINGENT LIABILITIES:
CONSOL EnergyCNX and its subsidiaries are subject to various lawsuits and claims with respect to such matters as personal injury, wrongful death,royalty accounting, damage to property, exposure to hazardous substances,climate change, governmental regulations including environmental violations and remediation, employment and contract disputes and other claims and actions arising out of the normal course of business. CONSOL EnergyCNX 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 CONSOL Energy.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 CONSOL Energy;CNX; however, such amounts cannot be reasonably estimated.
The amount claimed against1992 Coal Industry Retiree Health Benefit Act ("Coal Act"), in Section 9711, requires coal companies that were providing health benefits to United Mine Workers of America ("UMWA") retirees as of February 1993 to continue providing health benefits to such individuals, in substantially the same coverages, for as long as the last signatory operator remains in business. Section 9711 also requires any "related person" to be joint and severally liable for the provision of these health benefits. On May 1, 2020, the court in the Murray Energy Corporation ("Murray") bankruptcy proceedings approved a settlement agreement between Murray and the UMWA that transferred to the UMWA 1992 Benefit Plan the Coal Act liabilities for retirees in Murray’s Section 9711 plan. The retirees transferred by Murray to the 1992 Benefit Plan include approximately 2,159 retirees allegedly traced to the December 2013 sale by CONSOL Energy is disclosed below when an amount is expressly statedInc. to Murray Energy of the following possible last signatory operators: Consolidation Coal Company, McElroy Coal Company, Southern Ohio Coal Company, Central Ohio Coal Company, Keystone Coal Mining Corp., and Eight-Four Coal Mining Company (the "Sold Subsidiaries"). On May 2, 2020, the Trustees of the UMWA 1992 Benefit Plan sued CNX and CONSOL Energy Inc. ("CONSOL'") in federal court contending that the lawsuit or claim, which is not oftenSold Subsidiaries were last signatory operators and that CNX and CONSOL are related persons to the case.

Sold Subsidiaries and, as such, CNX and CONSOL are jointly and severally liable for the Coal Act health benefits allegedly owed to the eligible retirees traced to the Sold Subsidiaries. The following lawsuits1992 Plan seeks, among other relief, a declaration that CNX and claims include thoseCONSOL are obligated to enroll the eligible retirees attributed to the Sold Subsidiaries in a Section 9711 Plan; that CNX and CONSOL are liable to post the security required by Section 9712; and, that CNX and CONSOL are liable to pay per beneficiary premiums until the eligible retirees are enrolled in a Section 9711 plan, and other fees, costs and disbursements under the Coal Act. On March 29, 2022, the Court denied the Defendants’ Motions to Dismiss and we are now defending this action on the merits. Further, under the Separation and Distribution Agreement that was entered into at the time we spun-out our coal business in 2017, CONSOL agreed to indemnify CNX for whichall coal-related liabilities, including this lawsuit. With respect to this matter, although 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. The casepossible, it is now back in the trial court for further proceedings. CONSOL Energy continues to believe this action cannot properly proceed as a class action in any form, believes the case has meritorious defenses, and intends to defend it vigorously. The Company has established an accrual to cover its estimated liability for this case. This accrual is immaterial to the overall financial position of CONSOL Energy 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. CONSOL Energy believes the case has meritorious defenses, and intends to defend it vigorously. The Company has established an accrual to cover its estimated liability for this case. This accrual is immaterial to the overall financial position of CONSOL Energy and is included in Other Accrued Liabilities on the Consolidated Balance Sheets.

The following royalty, land rights and other lawsuits and claims include those for which a loss is reasonably possible, but not probable, and accordingly anno accrual has not been recognized. These claims are influenced by many factors which prevent

On July 22, 2021, CNX received a letter from the estimation of a range of potential loss. These factors include, but are not limited to, generalized allegations of unspecified damages (such as improper deductions), discovery having not commenced or not having been completed, unavailability of expert reports on damages and non-monetary issues being tried. For example, in instances where a gas lease termination is sought, damages would depend on speculation as to if and when the gas production would otherwise have occurred, how many wells would have been drilled on the lease premises, what their production would be, what the cost of production would be, and what the price of gas would be during the production period. An estimate is calculated, if applicable, when sufficientUMWA 1974 Pension Plan requesting information becomes available.

Fitzwater Litigation: Three nonunion retired coal miners have sued CONSOL Energy Inc., Fola Coal Company (AMVEST), Consolidation Coal Company and CONSOL of Kentucky Inc. (COK) in West Virginia Federal Court alleging ERISA violations in the termination of retiree health care benefits. The Plaintiffs contend they relied to their detriment on oral statements and promises of "lifetime health benefits" allegedly made by various members of management during Plaintiffs' employment and that they were allegedly denied access to Summary Plan Documents that clearly reservedrelated to the Companyfacts and circumstances surrounding the right2013 sale of certain of its coal subsidiaries to modify or terminateMurray Energy. The letter indicates that litigation related to potential withdrawal liabilities from the CONSOLplan created by the 2019 bankruptcy of Murray Energy Inc. Retiree Health and Welfare Plan. Pursuant to plaintiffs' amended complaint filed on April 24, 2017, plaintiffs


19



request that retiree health benefits be reinstated and seek to represent a class of all nonunion retirees who were associated with AMVEST and COK areas of operation.The Company believes it has meritorious defense and intends to vigorously defendis reasonably foreseeable. At this suit.

Casey Litigation:This lawsuit against CONSOL Energy Inc., Consolidation Coal Company and CONSOL Buchanan Mining Companytime, no liability has been filed on August 23,assessed. Under the Separation and Distribution Agreement that was entered into at the time we spun-out our coal business in 2017, by the same lawyers, in the same court, and raises the same issues and seeks the same relief as the Fitzwater Litigation. Filed on behalf of two nonunion retired coal miners, plaintiffs seekCONSOL agreed to represent a class ofindemnify CNX for all nonunion retirees that were employed by CONSOL subsidiaries that operated in McDowell and Mercer Counties, West Virginia and Buchanan and Tazewell Counties, Virginia. Like Fitzwater, the Company believes it has meritorious defenses and intends to vigorously defend this suit.coal-related liabilities including any potential withdrawal liabilities.


At SeptemberJune 30, 2017, CONSOL Energy2022, CNX has provided the following financial guarantees, unconditional purchase obligations, and letters of credit to certain third parties,third-parties as described by major category in the following table.tables. 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 financial guaranteesunconditional purchase obligations and letters of credit are recorded as liabilities in the financial statements. CONSOL EnergyCNX management believes that these guaranteesthe commitments in the following table will expire without being funded, and therefore the commitments will not have a material adverse effect on CNX's financial condition.

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Amount of Commitment Expiration Per Period Amount of Commitment Expiration Per Period
Total
Amounts
Committed
 
Less Than
1  Year
 1-3 Years 3-5 Years 
Beyond
5  Years
Total
Amounts
Committed
Less Than
1  Year
1-3 Years3-5 YearsBeyond
5  Years
Letters of Credit:         Letters of Credit:
Employee-Related$83,836
 $46,214
 $37,622
 $
 $
Environmental998
 998
 
 
 
Firm TransportationFirm Transportation$169,908 $169,908 $— $— $— 
Other229,426
 45,590
 183,836
 
 
Other3,087 3,087 — — — 
Total Letters of Credit314,260
 92,802
 221,458
 
 
Total Letters of Credit172,995 172,995 — — — 
Surety Bonds:         Surety Bonds:
Employee-Related109,660
 106,980
 2,680
 
 
Employee-Related2,600 2,600 — — — 
Environmental482,516
 473,289
 9,227
 
 
Environmental12,054 5,884 6,170 — — 
Financial GuaranteesFinancial Guarantees81,270 81,270 — — — 
Other17,252
 16,136
 1,115
 1
 
Other8,791 7,223 1,568 — — 
Total Surety Bonds609,428
 596,405
 13,022
 1
 
Total Surety Bonds104,715 96,977 7,738 — — 
Guarantees:         
Other36,314
 9,752
 15,858
 9,875
 829
Total Guarantees36,314
 9,752
 15,858
 9,875
 829
Total Commitments$960,002
 $698,959
 $250,338
 $9,876
 $829
Total Commitments$277,710 $269,972 $7,738 $— $— 


Included inExcluded from the above table are commitments and guarantees entered into in conjunction with the sale of Consolidation Coal Company and certain of its subsidiaries, which contain all five of its longwall coal mines in West Virginia, and its river operations to a subsidiary of Murray Energy Corporation (Murray Energy). As partspin-off of the sales agreement,Company's coal business in November 2017. Although CONSOL Energy has guaranteed certain equipment leaseagreed to indemnify CNX to the extent that CNX would be called upon to pay any of these liabilities, there is no assurance that CONSOL will satisfy its obligations and coal sales agreements that were assumed by Murray Energy. Into indemnify CNX in the event that Murray Energy would defaultCNX is so called upon (See "Item 1A. Risk Factors" in CNX's 2021 Annual Report on Form 10-K and in our Quarterly Report on Form 10-Q for the obligations defined in the agreements, CONSOL Energy would be required to perform under the guarantees. If CONSOL Energy would be required to perform, the stock purchase agreement provides various recourse actions. At September 30, 2017 and Decemberquarter ended March 31, 2016, the fair value of these guarantees was $1,130 and $1,362, respectively, and is included in Other Accrued Liabilities on the Consolidated Balance Sheets. The fair value of certain of the guarantees was determined using CONSOL Energy’s risk-adjusted interest rate. Significant increases or decreases in the risk-adjusted interest rates may result in a significantly higher or lower fair value measurement. Coal sales agreement guarantees were valued based on an evaluation of coal market pricing compared to contracted sales price and includes an adjustment2022 for nonperformance risk. No other amounts related to financial guarantees and letters of credit are recorded as liabilities in the financial statements. Significant judgment is required in determining the fair value of these guarantees. The guarantees of the leases and sales agreements are classified within Level 3 of the fair value hierarchy.additional information).


As part of the sale of the Buchanan Mine (See Note 2 - Discontinued Operations), CONSOL Energy has guaranteed certain equipment lease obligations that were assumed by Coronado. In the event that Coronado would default on the obligations defined in the agreements, CONSOL Energy would be required to perform under the guarantees.
CONSOL Energy regularly evaluates the likelihood of default for all guarantees based on an expected loss analysis and records the fair value, if any, of its guarantees as an obligation in the consolidated financial statements. 


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CONSOL Energy and CNX Gas Company enterenters 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 onin the Consolidated Balance Sheets. As of SeptemberJune 30, 2017,2022, the purchase obligations for each of the next five years and beyond wereare as follows:
Obligations DueAmount
Less than 1 year$253,598 
1 - 3 years446,421 
3 - 5 years385,865 
More than 5 years826,383 
Total Purchase Obligations$1,912,267 

Obligations DueAmount
Less than 1 year$188,085
1 - 3 years268,866
3 - 5 years243,787
More than 5 years540,809
Total Purchase Obligations$1,241,547

NOTE 13—11—DERIVATIVE INSTRUMENTS:


CONSOL EnergyCNX enters into interest rate swap agreements to manage its exposure to interest rate volatility. These swaps change the variable-rate cash flow exposure on the debt obligations to fixed cash flows. The change in fair value of the interest rate swap agreements is accounted for on a mark-to-market basis with the changes in fair value recorded in current period earnings.

In March 2020, CNX entered into interest rate swaps related to $175,000 of borrowings under the Cardinal States Facility and CSG Holdings Facility. In order to manage exposure to interest rate volatility, each respective entity entered into an interest rate swap for the full outstanding principal amounts inclusive of a put option at 25 basis points. The underlying notional for each swap and put option reduced over time based upon the expected amortization profile for each respective credit facility. In addition, CSG Holdings entered into a call option commencing March 31, 2023. In August 2021, these swaps were terminated in conjunction with the repayment and termination of both the Cardinal States Facility and the CSG Holdings Facility.

In June 2019, CNX entered into an interest rate swap agreement related to $160,000 of borrowings under the CNX Credit Facility which has the economic effect of modifying the variable-interest obligation into a fixed-interest obligation over a three-year period. In March 2020, this swap was terminated and replaced via a new interest rate swap, effective immediately, into a new four-year interest rate swap inclusive of a put option at zero basis points.

In March 2020, CNX entered into a four-year interest rate swap related to an additional $250,000 of borrowings under the CNX Credit Facility, inclusive of a put option at zero basis points, effective April 3, 2020. In December 2020, CNX executed an offsetting $250,000 interest rate swap, effective immediately, which expires in April 2024. Consistent with the previous interest rate swap agreements, the $250,000 interest rate swaps were entered into to manage CNX's exposure to interest rate volatility.


23


CNX enters into financial derivative instruments (over-the-counter swaps) to manage its exposure to commodity price volatility. These natural gas price fluctuations. Typically, CNX "sells" swaps under which it receives a fixed price from counterparties and NGLpays a floating market price. In order to lock in certain margins while balancing its basis hedges, during the first quarter of 2022, CNX purchased, rather than sold, financial swaps for the period April through October of 2022. In order to enhance production flexibility, during the first quarter of 2021, CNX purchased, rather than sold, financial swaps for the period April through October of 2021. Under these purchased financial swaps, CNX pays a fixed price to and receive a floating price from its hedge counterparties. Purchased swaps have the effect of reducing total hedged volumes for the period of the swap. Natural gas commodity hedges are accounted for on a mark-to-market basis with changes in fair value recorded in current period earnings.


CONSOL EnergyCNX 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 CONSOL EnergyCNX to post collateral for any of its positions. However, as stated in the applicable counterparty master agreements, if CONSOL Energy'sCNX'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, CONSOL EnergyCNX 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 our counterparties. CONSOL EnergyCNX recognizes all financial derivative instruments as either assets or liabilities at fair value onin the Consolidated Balance Sheets on a gross basis.
 
Each of CONSOL Energy'sthe 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, CONSOL EnergyCNX and the applicable counterparty would net settle all open hedge positions.


The total notional amounts of production of CONSOL Energy'sCNX's derivative instruments at September 30, 2017 and December 31, 2016 were as follows:
June 30,December 31,Forecasted to
20222021Settle Through
Natural Gas Commodity Swaps (Bcf)1,715.6 1,686.1 2027
Natural Gas Basis Swaps (Bcf)1,259.5 *1,233.3 2027
Interest Rate Swaps$410,000 $410,000 2024
*Net of purchased natural gas basis swaps of 9.0 Bcf.


 September 30, December 31, Forecasted to
 2017 2016 Settle Through
Natural Gas Commodity Swaps (Bcf)898.4 744.7
 2021
Natural Gas Basis Swaps (Bcf)578.9 482.0
 2021
Propane Commodity Swaps (Mbbls)
 126.0
 
24
















21




The gross fair value of CONSOL Energy'sCNX's derivative instruments at September 30, 2017 and December 31, 2016 was as follows:
June 30,December 31,
20222021
Current Assets:
  Commodity Derivative Instruments:
     Commodity Swaps$3,974 $92 
     Basis Only Swaps125,654 94,682 
  Interest Rate Swaps7,864 228 
Total Current Assets$137,492 $95,002 
Other Non-Current Assets:
  Commodity Derivative Instruments:
     Commodity Swaps$26,444 $12,419 
     Basis Only Swaps387,508 119,077 
  Interest Rate Swaps6,339 498 
Total Other Non-Current Assets$420,291 $131,994 
Current Liabilities:
  Commodity Derivative Instruments:
     Commodity Swaps$1,152,278 $505,460 
     Basis Only Swaps51,463 13,206 
  Interest Rate Swaps6,974 2,932 
Total Current Liabilities$1,210,715 $521,598 
Non-Current Liabilities:
  Commodity Derivative Instruments:
     Commodity Swaps$1,864,954 $642,442 
     Basis Only Swaps29,121 41,332 
  Interest Rate Swaps5,661 3,580 
Total Non-Current Liabilities$1,899,736 $687,354 










25


Asset Derivative Instruments Liability Derivative Instruments
 September 30, December 31,  September 30, December 31,
 2017 2016  2017 2016
Commodity Swaps:        
Prepaid Expense$19,840
 $16
 Other Accrued Liabilities$45,097
 $209,980
Other Assets40,105
 29,596
 Other Liabilities47,109
 67,139
Total Asset$59,945
 $29,612
 Total Liability$92,206
 $277,119
         
Basis Only Swaps:        
Prepaid Expense$25,252
 $56,916
 Other Accrued Liabilities$33,077
 $21,593
Other Assets14,119
 35,603
 Other Liabilities19,963
 11,575
Total Asset$39,371
 $92,519
 Total Liability$53,040
 $33,168
The effect of commodity derivative instruments on the Company's Consolidated Statements of Income was as follows:
For the Three Months EndedFor the Six Months Ended
June 30,June 30,
2022202120222021
Cash (Paid) Received in Settlement of Commodity Derivative Instruments:
  Natural Gas:
Commodity Swaps$(558,374)$(16,492)$(830,193)$(9,942)
Basis Swaps27,983 6,133 28,961 1,988 
Total Cash Paid in Settlement of Commodity Derivative Instruments(530,391)(10,359)(801,232)(7,954)
Unrealized (Loss) Gain on Commodity Derivative Instruments:
  Natural Gas:
Commodity Swaps(197,309)(629,688)(1,851,422)(727,147)
Basis Swaps75,057 101,188 273,618 229,656 
Total Unrealized Loss on Commodity Derivative Instruments(122,252)(528,500)(1,577,804)(497,491)
(Loss) Gain on Commodity Derivative Instruments:
  Natural Gas:
Commodity Swaps(755,683)(646,180)(2,681,615)(737,089)
Basis Swaps103,040 107,321 302,579 231,644 
Total Loss on Commodity Derivative Instruments$(652,643)$(538,859)$(2,379,036)$(505,445)


The effect of derivative instrumentsinterest rate swaps on CONSOL Energy'sInterest Expense in the Company's Consolidated Statements of Income was as follows:
For the Three Months EndedFor the Six Months Ended
June 30,June 30,
2022202120222021
Cash Paid in Settlement of Interest Rate Swaps$(763)$(1,240)$(1,700)$(2,467)
Unrealized Gain on Interest Rate Swaps2,131 465 7,353 4,659 
Gain (Loss) on Interest Rate Swaps$1,368 $(775)$5,653 $2,192 
 For the Three Months Ended For the Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Cash Received (Paid) in Settlement of Commodity Derivative Instruments:       
  Commodity Swaps:       
    Natural Gas$(312) $28,175
 $(40,428) $201,624
    Propane
 22
 (1,216) (92)
  Natural Gas Basis Swaps17,983
 10,440
 (20,073) 1,771
Total Cash Received (Paid) in Settlement of Commodity Derivative Instruments17,671
 38,637
 (61,717) 203,303
        
Unrealized Gain (Loss) on Commodity Derivative Instruments:       
  Commodity Swaps:       
    Natural Gas(18,789) 54,676
 214,097
 (289,722)
    Propane
 48
 1,147
 (744)
  Natural Gas Basis Swaps20,301
 85,234
 (73,019) 88,276
  Reclassified from Accumulated OCI
 19,597
 
 52,759
Total Unrealized Gain (Loss) on Commodity Derivative Instruments1,512
 159,555
 142,225
 (149,431)
        
Gain (Loss) on Commodity Derivative Instruments:       
  Commodity Swaps:       
    Natural Gas(19,101) 82,851
 173,669
 (88,098)
    Propane
 70
 (69) (836)
  Natural Gas Basis Swaps38,284
 95,674
 (93,092) 90,047
  Reclassified from Accumulated OCI
 19,597
 
 52,759
Total Gain on Commodity Derivative Instruments$19,183
 $198,192
 $80,508
 $53,872









22



Changes in Accumulated OCI, net of tax, attributable to cash flow hedges that were de-designated at December 31, 2014 were as follows:
 For the Three Months Ended For the Nine Months Ended
 September 30, 2016
Beginning Balance – Accumulated OCI
$22,453
 $43,470
Less: Gain Reclassified from Accumulated OCI (Net of tax: $7,139, $19,284)12,458
 33,475
Ending Balance – Accumulated OCI
$9,995
 $9,995


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 normal sales exception and are not subject to derivative instrument accounting.


NOTE 14—12—FAIR VALUE OF FINANCIAL INSTRUMENTS:


CONSOL EnergyCNX 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-basedLIBOR and SOFR-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 One1 - Quoted prices for identical instruments in active markets.
Level Two2 - The fair value of the assets and liabilities included in Level 2 are based on standard industry income approach

26


models that use significant observable inputs, including NYMEX forward curves, LIBOR-basedLIBOR and SOFR-based discount rates and basis forward curves.
Level Three3 - Unobservable inputs significant to the fair value measurement supported by little or no market activity. The significant unobservable inputs used in the fair value measurement of the Company's third-party guarantees are the credit risk of the third-party and the third-party surety bond markets. A significant increase or decrease in these values, in isolation, would have a directionally similar effect resulting in higher or lower fair value measurement of the Company's Level 3 guarantees.
In those cases when the inputs used to measure fair value meet the definition of more than one level of the fair value hierarchy, the lowest level input that is significant to the fair value measurement in its totality determines the applicable level in the fair value hierarchy.
The financial instrumentsinstrument measured at fair value on a recurring basis areis summarized below:
 Fair Value Measurements at June 30, 2022Fair Value Measurements at December 31, 2021
DescriptionLevel 1Level 2Level 3Level 1Level 2Level 3
Gas Derivatives$— $(2,553,974)$— $— $(976,170)$— 
Interest Rate Swaps$— $1,568 $— $— $(5,786)$— 
 Fair Value Measurements at September 30, 2017 Fair Value Measurements at December 31, 2016
Description

(Level 1)
 

(Level 2)
 

(Level 3)
 

(Level 1)
 

(Level 2)
 

(Level 3)
Gas Derivatives$
 $(45,930) $
 $
 $(188,156) $
Murray Energy Guarantees$
 $
 $(1,130) $
 $
 $(1,362)

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.




23




The carrying amounts and fair values of financial instruments for which the fair value option was not elected are as follows:
September 30, 2017 December 31, 2016 June 30, 2022December 31, 2021
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Cash and Cash Equivalents$285,708
 $285,708
 $60,475
 $60,475
Cash and Cash Equivalents$238 $238 $3,565 $3,565 
Long-Term Debt$2,524,037
 $2,565,366
 $2,752,371
 $2,717,582
Long-Term Debt (Excluding Debt Issuance Costs)*Long-Term Debt (Excluding Debt Issuance Costs)*$2,245,778 $2,292,108 $2,231,517 $2,483,019 
Cash and cash equivalents represent highly- liquidhighly-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.


*On January 1, 2022, the Company adopted ASU 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity using the modified transition approach with the cumulative effect recognized as an adjustment to the opening balance of retained earnings (See Note 9 – Long-Term Debt for more information).

NOTE 15—13—SEGMENT INFORMATION:
CONSOL Energy consists of two principal business divisions: ExplorationThe Company reports segment information based on the "management" approach. The management approach designates the internal reporting used by management for making decisions and Production (E&P) and Pennsylvania (PA) Mining Operations. The principal activityassessing performance as the source of the E&P division, which includes fourCompany’s reportable segments.
The Company evaluates the performance of its reportable segments based on total revenue and other operating income, and operating expenses directly attributable to that segment. Certain expenses are managed outside the reportable segments and therefore are not allocated. These expenses include, but are not limited to, interest expense and other corporate expenses such as selling, general and administrative costs.
CNX's principal activity is to produce pipeline quality natural gas for sale primarily to gas wholesalers. The E&P division'swholesalers and the Company has 2 reportable segments are Marcellusthat conducts those operations: Shale Utica Shale,and Coalbed Methane and Other Gas.Methane. The Other Gas segment is primarily related toSegment includes nominal 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, other corporate expenses, selling, general and administrative activities, as well as various other activities assigned to the E&P division but not allocated to each individual segment. The principal activities of the PA Mining Operations division are mining, preparation and marketing of thermal coal, sold primarily to power generators. It also includes selling, general and administrative activities, as well as various other activities assigned to the PA Mining Operations division.
CONSOL Energy’s Other division includes expenses from various corporate and diversified business activities that are not allocated tomanaged outside the E&P or PA Mining Operations divisions. The diversified business activities include CNX Marine Terminal, closed and idle mine activities, water operations, selling, general and administrative activities,reportable segments as well as various other non-operated activities, none of which are individually significant to the Company.
Prior to the sale of the Buchanan Mine on March 31, 2016 and the Miller Creek and Fola Complexes on August 1, 2016 (see Note 2 - Discontinued Operations), CONSOL Energy 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. PA Operations now constitutes its own division and reportable segment, and the remaining activity in the Other Coal segment became part of CONSOL Energy's diversified business activities in the Other division.
In the preparation of the following information, intersegment sales have been recorded at amounts approximating market.discussed above. Operating profit for each segment is based on sales less identifiable operating and non-operating expenses. Assets are reflected at the division level for E&P and are not allocated between each individual E&P segment. These assets are not allocated to each individual segment due to the diverse asset base controlled by CONSOL Energy, whereby each individual asset may service more than one segment within the division. An allocation of such asset base would not be meaningful or representative on a segment by segment basis.





2427




Industry segment results for the three months ended SeptemberJune 30, 2017:2022 are:

ShaleCoalbed MethaneOtherConsolidated
Natural Gas, NGLs and Oil Revenue$923,269 $79,583 $554 $1,003,406 (A)
Purchased Gas Revenue— — 46,552 46,552   
Loss on Commodity Derivative Instruments(489,026)(41,222)(122,395)(652,643)
Other Revenue and Operating Income17,990 — 5,113 23,103 (B)
Total Revenue and Other Operating Income (Loss)$452,233 $38,361 $(70,176)$420,418   
Total Operating Expense$189,884 $31,470 $109,169 $330,523 
Earnings (Loss) Before Income Tax$262,349 $6,891 $(222,316)$46,924 
Segment Assets$6,417,552 $969,944 $1,308,394 $8,695,890 (C)
Depreciation, Depletion and Amortization$95,910 $13,037 $7,233 $116,180   
Capital Expenditures$131,279 $3,526 $1,863 $136,668   
 
Marcellus
Shale
 Utica Shale Coalbed Methane 
Other
Gas
 
Total
E&P
 PA Mining Operations Other 
Adjustments and
Eliminations
 Consolidated 
Sales—Outside$133,793
 $43,375
 $46,744
 $10,531
 $234,443
 $279,245
 $
 $
 $513,688
(A)
Gain on Commodity Derivative Instruments11,299
 2,517
 3,093
 2,274
 19,183
 
 
 
 19,183
 
Other Outside Sales
 
 
 
 
 
 16,959
 
 16,959
 
Sales—Purchased Gas
 
 
 13,384
 13,384
 
 
 
 13,384
  
Freight—Outside
 
 
 
 
 21,803
 
 
 21,803
  
Intersegment Transfers
 
 
 
 
 
 5,994
 (5,994) 
  
Total Sales and Freight$145,092
 $45,892
 $49,837
 $26,189
 $267,010
 $301,048
 $22,953
 $(5,994) $585,017
  
Earnings (Loss) From Continuing Operations Before Income Tax$12,123
 $7,342
 $5,454
 $(4,693) $20,226
 $21,011
 $(34,136) $(5,994) $1,107
(B)
Segment Assets        $5,941,092
 $1,912,656
 $1,113,540
 $12,280
 $8,979,568
(C)
Depreciation, Depletion and Amortization        $101,585
 $41,638
 $5,545
 $
 $148,768
  
Capital Expenditures        $147,522
 $27,157
 $2,615
 $
 $177,294
  


(A)    Included in the PA Mining Operations segmentTotal Natural Gas, NGLs and Oil Revenue are sales of $70,159$117,460 to DukeDirect Energy Business Marketing LLC, which comprises over 10% of sales.revenue from contracts with external customers for the period.
(B)    Includes midstream revenue of $17,990 and equity in earnings of unconsolidated affiliates of $12,431 and $(6)$1,377 for Total E&PShale and Other, respectively.
(C)    Includes investments in unconsolidated equity affiliates of $187,382 and $2,772 for Total E&P and Other, respectively.$14,978.



Industry segment results for the three months ended SeptemberJune 30, 2016:2021 are:
ShaleCoalbed MethaneOtherConsolidated
Natural Gas, NGLs and Oil Revenue$332,659 $36,505 $285 $369,449 (D)
Purchased Gas Revenue— — 16,706 16,706   
Loss on Commodity Derivative Instruments(9,394)(962)(528,503)(538,859)
Other Revenue and Operating Income18,679 — 6,815 25,494 (E)
Total Revenue and Other Operating Income (Loss)$341,944 $35,543 $(504,697)$(127,210)  
Total Operating Expense$191,996 $28,204 $60,511 $280,711 
Earnings (Loss) Before Income Tax$149,948 $7,339 $(603,463)$(446,176)
Segment Assets$6,095,486 $1,069,470 $907,154 $8,072,110 (F)
Depreciation, Depletion and Amortization$104,380 $14,264 $3,963 $122,607   
Capital Expenditures$127,230 $1,502 $226 $128,958   

 
Marcellus
Shale
 
Utica
Shale
 Coalbed Methane 
Other
Gas
 
Total
E&P
 PA Mining Operations Other 
Adjustments and
Eliminations
 Consolidated 
Sales—Outside$107,676
 $40,312
 $46,917
 $11,008
 $205,913
 $267,685
 $
 $
 $473,598
 
Gain on Commodity Derivative Instruments23,548
 4,646
 8,197
 161,801
 198,192
 
 
 
 198,192
 
Other Outside Sales
 
 
 
 
 
 4,714
 
 4,714
 
Sales—Purchased Gas
 
 
 12,086
 12,086
 
 
 
 12,086
  
Freight—Outside
 
 
 
 
 9,392
 
 
 9,392
  
Intersegment Transfers
 
 
 
 
 
 
 
 
  
Total Sales and Freight$131,224
 $44,958
 $55,114
 $184,895
 $416,191
 $277,077
 $4,714
 $
 $697,982
  
Earnings (Loss) From Continuing Operations Before Income Tax$10,465
 $4,342
 $6,989
 $139,279
 $161,075
 $34,741
 $(80,390) $
 $115,426
(D)
Segment Assets        $6,537,210
 $2,007,767
 $1,018,406
 $2,111
 $9,565,494
(E)
Depreciation, Depletion and Amortization        $101,257
 $42,370
 $8,085
 $
 $151,712
  
Capital Expenditures        $48,746
 $12,292
 $3,094
 $
 $64,132
  
(D)    Included in Total Natural Gas, NGLs and Oil Revenue are sales of $60,162 to Citadel Energy Marketing LLC, which comprises over 10% of revenue from contracts with external customers for the period.

(E)    Includes midstream revenue of $18,679 and equity in earnings of unconsolidated affiliates of $1,553 for Shale and Other, respectively.
(D)Includes equity in earnings of unconsolidated affiliates of $15,219 and $136 for Total E&P and Other, respectively.
(E)(F)    Includes investments in unconsolidated equity affiliates of $253,637 and $3,786 for Total E&P and Other, respectively.$16,726.





25




Industry segment results for the ninesix months ended SeptemberJune 30, 2017:2022 are:

ShaleCoalbed MethaneOtherConsolidated
Natural Gas, NGLs and Oil Revenue$1,604,080 $142,955 $995 $1,748,030 (A)
Purchased Gas Revenue— — 92,393 92,393   
Loss on Commodity Derivative Instruments(738,484)(62,501)(1,578,051)(2,379,036)
Other Revenue and Operating Income35,647 — 10,286 45,933 (B)
Total Revenue and Other Operating Income (Loss)$901,243 $80,454 $(1,474,377)$(492,680)  
Total Operating Expense$387,313 $62,050 $203,630 $652,993 
Earnings (Loss) Before Income Tax$513,930 $18,404 $(1,733,916)$(1,201,582)
Segment Assets$6,417,552 $969,944 $1,308,394 $8,695,890 (C)
Depreciation, Depletion and Amortization$197,354 $26,276 $11,173 $234,803   
Capital Expenditures$250,079 $5,921 $2,984 $258,984   
 
Marcellus
Shale
 Utica Shale Coalbed Methane 
Other
Gas
 
Total
E&P
 PA Mining Operations Other 
Adjustments and
Eliminations
 Consolidated 
Sales—Outside$477,392
 $136,493
 $157,344
 $41,282
 $812,511
 $899,400
 $
 $
 $1,711,911
 
(Loss) Gain on Commodity Derivative Instruments(42,911) (2,234) (12,894) 138,547
 80,508
 
 
 
 80,508
 
Other Outside Sales
 
 
 
 
 
 45,986
 
 45,986
 
Sales—Purchased Gas
 
 
 32,678
 32,678
 
 
 
 32,678
  
Freight—Outside
 
 
 
 
 51,847
 
 
 51,847
  
Intersegment Transfers
 
 
 
 
 
 12,280
 (12,280) 
  
Total Sales and Freight$434,481
 $134,259
 $144,450
 $212,507
 $925,697
 $951,247
 $58,266
 $(12,280) $1,922,930
  
Earnings (Loss) From Continuing Operations Before Income Tax$58,504
 $34,211
 $9,026
 $52,396
 $154,137
 $131,670
 $(118,894) $(12,280) $154,633
(F)
Segment Assets        $5,941,092
 $1,912,656
 $1,113,540
 $12,280
 $8,979,568
(G)
Depreciation, Depletion and Amortization        $288,220
 $125,341
 $1,047
 $
 $414,608
  
Capital Expenditures        $390,619
 $49,045
 $10,956
 $
 $450,620
  

(A)    Included in Total Natural Gas, NGLs and Oil Revenue are sales of $213,299 to Direct Energy Business Marketing LLC, which comprises over 10% of revenue from contracts with external customers for the period.
(F)(B)    Includes midstream revenue of $35,647 and equity in earnings of unconsolidated affiliates of $34,626 and$184$2,177 for Total E&PShale and Other, respectively.
(G)(C)    Includes investments in unconsolidated equity affiliates of $187,382 and $2,772 for Total E&P and Other, respectively.$14,978.






28


Industry segment results for the ninesix months ended SeptemberJune 30, 2016:2021 are:
ShaleCoalbed MethaneOtherConsolidated
Natural Gas, NGLs and Oil Revenue$674,828 $75,409 $437 $750,674 (D)
Purchased Gas Revenue— — 50,190 50,190   
Loss on Commodity Derivative Instruments(7,212)(740)(497,493)(505,445)
Other Revenue and Operating Income37,745 — 12,700 50,445 (E)
Total Revenue and Other Operating Income (Loss)$705,361 $74,669 $(434,166)$345,864   
Total Operating Expense$380,707 $56,759 $143,050 $580,516 
Earnings (Loss) Before Income Tax$324,654 $17,910 $(653,335)$(310,771)
Segment Assets$6,095,486 $1,069,470 $907,154 $8,072,110 (F)
Depreciation, Depletion and Amortization$213,886 $29,747 $7,918 $251,551   
Capital Expenditures$248,348 $3,644 $395 $252,387   

 
Marcellus
Shale
 
Utica
Shale
 Coalbed Methane 
Other
Gas
 
Total
E&P
 PA Mining Operations Other 
Adjustments and
Eliminations
 Consolidated 
Sales—Outside$287,465
 $115,610
 $122,410
 $29,616
 $555,101
 $744,411
 $
 $
 $1,299,512
 
Gain (Loss) on Commodity Derivative Instruments120,982
 24,674
 43,796
 (135,580) 53,872
 
 
 
 53,872
 
Other Outside Sales
 
 
 
 
 
 20,687
 
 20,687
 
Sales—Purchased Gas
 
 
 28,633
 28,633
 
 
 
 28,633
  
Freight—Outside
 
 
 
 
 33,949
 
 
 33,949
  
Intersegment Transfers
 
 424
 
 424
 
 
 (424) 
  
Total Sales and Freight$408,447
 $140,284
 $166,630
 $(77,331) $638,030
 $778,360
 $20,687
 $(424) $1,436,653
  
Earnings (Loss) From Continuing Operations Before Income Tax$43,251
 $17,521
 $24,813
 $(241,971) $(156,386) $80,588
 $(210,346) $(424) $(286,568)(H)
Segment Assets        $6,537,210
 $2,007,767
 $1,018,406
 $2,111
 $9,565,494
(I)
Depreciation, Depletion and Amortization        $312,122
 $125,334
 $4,463
 $
 $441,919
  
Capital Expenditures        $134,967
 $38,295
 $6,127
 $
 $179,389
  
(D)    Included in Total Natural Gas, NGLs and Oil Revenue are sales of $100,465 to Citadel Energy marketing LLC and $80,189 to Direct Energy Business Marketing LLC, each of which comprises over 10% of revenue from contracts with external customers for the period.

(E)    Includes midstream revenue of $37,745 and equity in earnings of unconsolidated affiliates of $2,504 for Shale and Other, respectively.
(H)Includes equity in earnings of unconsolidated affiliates of $39,980 and $1,259 for Total E&P and Other, respectively.
(I)(F)    Includes investments in unconsolidated equity affiliates of $253,637 and $3,786 for Total E&P and Other, respectively.$16,726.






26




Reconciliation of Segment Information to Consolidated Amounts:


Revenue and Other Operating Income (Loss) From Continuing Operations Before Income Tax:
For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202120222021
Total Segment Revenue from Contracts with External Customers$1,067,948 $404,834 $1,876,070 $838,609 
Loss on Commodity Derivative Instruments(652,643)(538,859)(2,379,036)(505,445)
Other Operating Income5,113 6,815 10,286 12,700 
Total Consolidated Revenue and Other Operating Income (Loss)$420,418 $(127,210)$(492,680)$345,864 

 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016
Segment Income (Loss) Before Income Taxes for reportable business segments$41,237
 $195,816
 $285,807
 $(75,798)
Segment Income (Loss) Before Income Taxes for all other business segments9,385
 (33,073) 11,706
 (65,737)
Interest expense(41,502) (47,317) (129,367) (144,609)
Eliminations(5,994) 
 (12,280) (424)
Loss on debt extinguishment(2,019) 
 (1,233) 
Income (Loss) From Continuing Operations Before Income Tax$1,107
 $115,426
 $154,633
 $(286,568)

Total Assets:
 September 30,
2017 2016
Segment assets for total reportable business segments$7,853,748
 $8,544,977
Segment assets for all other business segments738,352
 794,917
Items excluded from segment assets:   
Cash and other investments282,036
 73,809
Recoverable income taxes105,432
 
Deferred tax assets
 149,680
Discontinued Operations
 2,111
Total Consolidated Assets$8,979,568
 $9,565,494

NOTE 16—GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION:
The payment obligations under the $1,734,779, 5.875% per annum senior notes due April 15, 2022, and the $495,023, 8.000% per annum senior notes due April 1, 2023 issued by CONSOL Energy are jointly and severally, and also fully and unconditionally, guaranteed by certain subsidiaries of CONSOL Energy. In accordance with positions established by the Securities and Exchange Commission (SEC), the following financial information sets forth separate financial information with respect to the parent, CNX Gas, a guarantor subsidiary, CNX Coal Resources LP (CNXC), a non-guarantor subsidiary, and the remaining guarantor and non-guarantor subsidiaries. The principal elimination entries include investments in subsidiaries and certain intercompany balances and transactions. CONSOL Energy, the parent, and a guarantor subsidiary manage several assets and liabilities of all other wholly owned subsidiaries. These include, for example, deferred tax assets, cash and other post-employment liabilities. These assets and liabilities are reflected as parent company or guarantor company amounts for purposes of this presentation.14—STOCK REPURCHASE:
On September 30, 2016, CNXC acquiredJanuary 26, 2021, the Company’s Board of Directors approved an additional 5% undivided interestincrease in the Pennsylvania Mining Complex from CONSOL Energy, increasing their total undivided interest to 25%. To account for the acquisition, CNXC recast its consolidated financial statements to retrospectively reflect the additional 5% interest as if the business was owned for all periods presented. This resulted in corresponding retrospective adjustments between the Other Subsidiary Guarantors and the CNXC Non-Guarantor columns below. See Note 17 - Related Party Transactions for additional information.







27



Income Statement for the Three Months Ended September 30, 2017 (unaudited):
 
Parent
Issuer
 
CNX Gas
Guarantor
 
Other
Subsidiary
Guarantors
 CNXC Non-Guarantor Elimination Consolidated
Revenues and Other Income:           
Natural Gas, NGLs and Oil Sales$
 $234,443
 $
 $
 $
 $234,443
Gain on Commodity Derivative Instruments


 19,183
 
 
 
 19,183
Coal Sales
 
 209,434
 69,811
 
 279,245
Other Outside Sales
 
 16,959
 
 
 16,959
Purchased Gas Sales
 13,384
 
 
 
 13,384
Freight-Outside Coal
 
 16,352
 5,451
 
 21,803
Miscellaneous Other Income8,476
 23,656
 14,384
 2,996
 (8,476) 41,036
Gain on Sale of Assets
 26,648
 18,576
 6
 
 45,230
Total Revenue and Other Income8,476
 317,314
 275,705
 78,264
 (8,476) 671,283
Costs and Expenses:           
Exploration and Production Costs           
Lease Operating Expense
 21,754
 
 
 
 21,754
Transportation, Gathering and Compression
 98,768
 
 
 
 98,768
Production, Ad Valorem, and Other Fees
 5,919
 
 
 
 5,919
Depreciation, Depletion and Amortization
 101,585
 
 
 
 101,585
Exploration and Production Related Other Costs
 4,479
 
 
 
 4,479
Purchased Gas Costs
 13,142
 
 
 
 13,142
Other Corporate Expenses
 26,844
 
 
 
 26,844
Selling, General, and Administrative Costs


 20,328
 
 
 
 20,328
Total Exploration and Production Costs
 292,819
 
 
 
 292,819
PA Mining Operations Costs           
Operating and Other Costs
 
 155,612
 52,160
 
 207,772
Depreciation, Depletion and Amortization
 
 31,286
 10,352
 
 41,638
Freight Expense
 
 16,352
 5,451
 
 21,803
Selling, General, and Administrative Costs
 
 14,381
 4,283
 
 18,664
Total PA Mining Operations Costs
 
 217,631
 72,246
 
 289,877
Other Costs           
Miscellaneous Operating Expense17,413
 
 18,105
 
 
 35,518
Selling, General, and Administrative Costs

 
 2,896
 
 
 2,896
Depreciation, Depletion and Amortization
 
 5,545
 
 
 5,545
Loss on Debt Extinguishment2,019
 
 
 
 
 2,019
Interest Expense36,733
 575
 1,790
 2,404
 
 41,502
Total Other Costs56,165
 575
 28,336
 2,404
 
 87,480
Total Costs And Expenses56,165
 293,394
 245,967
 74,650
 
 670,176
(Loss) Earnings from Continuing Operations Before Income Tax(47,689) 23,920
 29,738
 3,614
 (8,476) 1,107
Income Tax (Benefit) Expense(21,248) 9,506
 38,500
 
 
 26,758
(Loss) Income From Continuing Operations(26,441) 14,414
 (8,762) 3,614
 (8,476) (25,651)
Less: Net Income Attributable to Noncontrolling Interest
 
 
 
 790
 790
Net (Loss) Income Attributable to CONSOL Energy Shareholders$(26,441) $14,414
 $(8,762) $3,614
 $(9,266) $(26,441)


28



Balance Sheet at September 30, 2017 (unaudited):
 
Parent
Issuer
 
CNX Gas
Guarantor
 
Other
Subsidiary
Guarantors
 CNXC
Non-Guarantor
 Other Subsidiary
Non-Guarantors
 Elimination Consolidated
Assets:             
Current Assets:             
Cash and Cash Equivalents$281,189
 $84
 $
 $3,574
 $861
 $
 $285,708
Accounts and Notes Receivable:             
Trade
 92,763
 77,207
 23,808
 
 
 193,778
Other Receivables19,422
 43,985
 13,885
 454
 
 
 77,746
Inventories407
 10,771
 40,056
 11,948
 
 
 63,182
Recoverable Income Taxes170,578
 (65,146) 
 
 
 
 105,432
Prepaid Expenses8,150
 48,601
 17,621
 5,065
��
 
 79,437
Total Current Assets479,746
 131,058
 148,769
 44,849
 861
 
 805,283
Property, Plant and Equipment:             
Property, Plant and Equipment99,839
 8,818,525
 3,929,854
 890,170
 
 
 13,738,388
Less-Accumulated Depreciation, Depletion and Amortization86,137
 3,317,180
 2,063,392
 472,717
 
 
 5,939,426
Total Property, Plant and Equipment-Net13,702
 5,501,345
 1,866,462
 417,453
 
 
 7,798,962
Other Assets:             
Investment in Affiliates7,687,545
 187,382
 53,016
 
 
 (7,737,789) 190,154
Other12,062
 56,161
 97,699
 19,247
 
 
 185,169
Total Other Assets7,699,607
 243,543
 150,715
 19,247
 
 (7,737,789) 375,323
Total Assets$8,193,055
 $5,875,946
 $2,165,946
 $481,549
 $861
 $(7,737,789) $8,979,568
Liabilities and Equity:             
Current Liabilities:             
Accounts Payable$26,254
 $183,329
 $61,990
 $19,872
 $
 $11,751
 $303,196
Accounts Payable (Recoverable)-Related Parties1,839,980
 705,762
 (2,504,854) 1,906
 (31,043) (11,751) 
Current Portion of Long-Term Debt661
 6,769
 3,456
 85
 
 
 10,971
Other Accrued Liabilities101,024
 177,155
 220,727
 41,766
 
 
 540,672
Current Liabilities of Discontinued Operations
 
 
 
 5,353
 
 5,353
Total Current Liabilities1,967,919
 1,073,015
 (2,218,681) 63,629
 (25,690) 
 860,192
Long-Term Debt:2,211,206
 22,068
 113,432
 185,606
 
 
 2,532,312
Deferred Credits and Other Liabilities:             
Deferred Income Taxes(33,219) 77,939
 
 
 
 
 44,720
Postretirement Benefits Other Than Pensions
 
 649,565
 
 
 
 649,565
Pneumoconiosis Benefits
 
 103,946
 2,891
 
 
 106,837
Mine Closing
 
 189,398
 9,366
 
 
 198,764
Gas Well Closing
 194,952
 28,365
 129
 
 
 223,446
Workers’ Compensation
 
 62,902
 3,263
 
 
 66,165
Salary Retirement100,510
 
 
 
 
 
 100,510
Other14,808
 97,138
 13,449
 427
 
 
 125,822
Total Deferred Credits and Other Liabilities82,099
 370,029
 1,047,625
 16,076
 
 
 1,515,829
Total CONSOL Energy Inc. Stockholders’ Equity3,931,831
 4,410,834
 3,223,570
 216,238
 26,551
 (7,877,193) 3,931,831
Noncontrolling Interest
 
 
 
 
 139,404
 139,404
Total Liabilities and Equity$8,193,055
 $5,875,946
 $2,165,946
 $481,549
 $861
 $(7,737,789) $8,979,568




29



Income Statement for the Three Months Ended September 30, 2016 (unaudited):
 
Parent
Issuer
 
CNX Gas
Guarantor
 
Other
Subsidiary
Guarantors
 CNXC
Non-Guarantor
 
Other
Subsidiary
Non-Guarantors

 Elimination Consolidated
Revenues and Other Income:             
Natural Gas, NGLs and Oil Sales$
 $205,913
 $
 $
 $
 $
 $205,913
Gain on Commodity Derivative Instruments

 198,192
 
 
 
 
 198,192
Coal Sales
 
 200,763
 66,922
 
 
 267,685
Other Outside Sales
 
 4,714
 
 
 
 4,714
Purchased Gas Sales
 12,086
 
 
 
 
 12,086
Freight-Outside Coal
 
 6,985
 2,407
 
 
 9,392
Miscellaneous Other Income56,836
 18,175
 13,737
 483
 
 (56,838) 32,393
Gain (Loss) on Sale of Assets
 15,342
 (141) 2
 
 
 15,203
Total Revenue and Other Income56,836
 449,708
 226,058
 69,814
 
 (56,838) 745,578
Costs and Expenses:             
Exploration and Production Costs             
Lease Operating Expense
 22,602
 
 
 
 
 22,602
Transportation, Gathering and Compression
 94,796
 
 
 
 
 94,796
Production, Ad Valorem, and Other Fees
 9,027
 
 
 
 
 9,027
Depreciation, Depletion and Amortization
 101,257
 
 
 
 
 101,257
Exploration and Production Related Other Costs
 384
 
 
 
 
 384
Purchased Gas Costs
 11,940
 
 
 
 
 11,940
Other Corporate Expenses
 21,760
 
 
 
 
 21,760
Selling, General, and Administrative Costs
 26,198
 
 
 
 
 26,198
Total Exploration and Production Costs
 287,964
 
 
 
 
 287,964
PA Mining Operations Costs             
Operating and Other Costs
 
 137,186
 45,531
 
 
 182,717
Depreciation, Depletion and Amortization
 
 31,778
 10,592
 
 
 42,370
Freight Expense
 
 6,985
 2,407
 
 
 9,392
Selling, General, and Administrative Costs
 
 4,993
 2,660
 
 
 7,653
Total PA Mining Operations Costs
 
 180,942
 61,190
 
 
 242,132
Other Costs             
Miscellaneous Operating Expense7,692
 
 31,959
 
 7
 
 39,658
Selling, General, and Administrative Costs
 
 4,996
 
 
 
 4,996
Depreciation, Depletion and Amortization150
 
 7,935
 
 
 
 8,085
Interest Expense42,812
 669
 1,613
 2,223
 
 
 47,317
Total Other Costs50,654
 669
 46,503
 2,223
 7
 
 100,056
Total Costs And Expenses50,654
 288,633
 227,445
 63,413
 7
 
 630,152
Earnings (Loss) From Continuing Operations Before Income Tax6,182
 161,075
 (1,387) 6,401
 (7) (56,838) 115,426
Income Tax (Benefit) Expense(19,163) 64,241
 7,783
 
 (3) 
 52,858
Income (Loss) From Continuing Operations25,345
 96,834
 (9,170) 6,401
 (4) (56,838) 62,568
Loss From Discontinued Operations, net
 
 
 
 (34,975) 
 (34,975)
Net Income (Loss)25,345
 96,834
 (9,170) 6,401
 (34,979) (56,838) 27,593
Less: Net Income Attributable to Noncontrolling Interest
 
 
 
 
 2,248
 2,248
Net Income (Loss) Attributable to CONSOL Energy Shareholders$25,345
 $96,834
 $(9,170) $6,401
 $(34,979) $(59,086) $25,345


30



Balance Sheet at December 31, 2016:
 
Parent
Issuer
 
CNX Gas
Guarantor
 
Other
Subsidiary
Guarantors
 CNXC Non-Guarantor 
Other
Subsidiary
Non-
Guarantors
 Elimination Consolidated
Assets:             
Current Assets:             
Cash and Cash Equivalents$49,722
 $83
 $
 $9,785
 $885
 $
 $60,475
Accounts and Notes Receivable:             
Trade
 124,509
 72,295
 23,418
 
 
 220,222
Other Receivables20,097
 34,773
 14,516
 515
 
 
 69,901
Inventories
 15,301
 38,669
 11,491
 
 
 65,461
Recoverable Income Taxes175,877
 (59,026) 
 
 
 
 116,851
Prepaid Expenses12,828
 60,500
 16,306
 3,512
 
 
 93,146
Current Assets of Discontinued Operations
 
 
 
 83
 
 83
Total Current Assets258,524
 176,140
 141,786
 48,721
 968
 
 626,139
Property, Plant and Equipment:             
Property, Plant and Equipment114,611
 8,851,226
 3,928,861
 876,690
 
 
 13,771,388
Less-Accumulated Depreciation, Depletion and Amortization84,788
 3,106,296
 1,997,687
 442,178
 
 
 5,630,949
Total Property, Plant and Equipment-Net29,823
 5,744,930
 1,931,174
 434,512
 
 
 8,140,439
Other Assets:             
Deferred Income Taxes25,904
 (21,614) 
 
 
 
 4,290
Investment in Affiliates7,974,260
 188,376
 27,269
 
 
 (7,998,941) 190,964
Other19,960
 67,096
 114,030
 21,063
 
 
 222,149
Total Other Assets8,020,124
 233,858
 141,299
 21,063
 
 (7,998,941) 417,403
Total Assets$8,308,471
 $6,154,928
 $2,214,259
 $504,296
 $968
 $(7,998,941) $9,183,981
Liabilities and Equity:             
Current Liabilities:             
Accounts Payable$48,666
 $127,309
 $36,039
 $18,797
 $
 $10,805
 $241,616
Accounts Payable (Recoverable)-Related Parties1,832,908
 1,034,138
 (2,648,416) 1,666
 (209,491) (10,805) 
Current Portion of Long-Term Debt1,533
 6,369
 4,010
 88
 
 
 12,000
Other Accrued Liabilities75,039
 337,374
 223,705
 44,230
 
 
 680,348
Current Liabilities of Discontinued Operations
 
 
 
 6,050
 
 6,050
Total Current Liabilities1,958,146
 1,505,190
 (2,384,662) 64,781
 (203,441) 
 940,014
Long-Term Debt:2,421,511
 26,884
 115,685
 197,989
 
 
 2,762,069
Deferred Credits and Other Liabilities:             
Postretirement Benefits Other Than Pensions
 
 659,474
 
 
 
 659,474
Pneumoconiosis Benefits
 
 106,016
 2,057
 
 
 108,073
Mine Closing
 
 209,384
 9,247
 
 
 218,631
Gas Well Closing
 195,704
 27,549
 99
 
 
 223,352
Workers’ Compensation
 
 64,187
 3,090
 
 
 67,277
Salary Retirement112,543
 
 
 
 
 
 112,543
Other17,876
 117,658
 15,663
 463
 
 
 151,660
Total Deferred Credits and Other Liabilities130,419
 313,362
 1,082,273
 14,956
 
 
 1,541,010
Total CONSOL Energy Inc. Stockholders’ Equity3,798,395
 4,309,492
 3,400,963
 226,570
 204,409
 (8,141,434) 3,798,395
Noncontrolling Interest
 
 
 
 
 142,493
 142,493
Total Liabilities and Equity$8,308,471
 $6,154,928
 $2,214,259
 $504,296
 $968
 $(7,998,941) $9,183,981










31



Income Statement for the Nine Months Ended September 30, 2017 (unaudited):
 Parent
Issuer
 CNX Gas
Guarantor
 Other
Subsidiary
Guarantors
 CNXC
Non-Guarantor
 Elimination Consolidated
Revenues and Other Income:           
Natural Gas, NGLs and Oil Sales$
 $812,511
 $
 $
 $
 $812,511
Gain on Commodity Derivative Instruments
 80,508
 
 
 
 80,508
Coal Sales
 
 674,550
 224,850
 
 899,400
Other Outside Sales
 
 45,986
 
 
 45,986
Purchased Gas Sales
 32,678
 
 
 
 32,678
Freight-Outside Coal
 
 38,885
 12,962
 
 51,847
Miscellaneous Other Income201,808
 56,267
 54,604
 4,798
 (201,808) 115,669
Gain on Sale of Assets
 164,631
 31,306
 1,406
 
 197,343
Total Revenue and Other Income201,808
 1,146,595
 845,331
 244,016
 (201,808) 2,235,942
Costs and Expenses:           
Exploration and Production Costs           
Lease Operating Expense
 64,459
 
 
 
 64,459
Transportation, Gathering and Compression
 279,699
 
 
 
 279,699
Production, Ad Valorem, and Other Fees
 19,854
 
 
 
 19,854
Depreciation, Depletion and Amortization
 288,220
 
 
 
 288,220
Exploration and Production Related Other Costs
 33,980
 
 
 
 33,980
Purchased Gas Costs
 32,231
 
 
 
 32,231
Other Corporate Expenses
 68,172
 
 
 
 68,172
Impairment of Exploration and Production Properties
 137,865
 
 
 
 137,865
Selling, General, and Administrative Costs
 62,490
 
 
 
 62,490
Total Exploration and Production Costs
 986,970
 
 
 
 986,970
PA Mining Operations Costs           
Operating and Other Costs
 
 456,403
 152,275
 
 608,678
Depreciation, Depletion and Amortization
 
 94,191
 31,150
 
 125,341
Freight Expense
 
 38,885
 12,962
 
 51,847
Selling, General, and Administrative Costs
 
 39,419
 11,218
 
 50,637
Total PA Mining Operations Costs
 
 628,898
 207,605
 
 836,503
Other Costs           
Miscellaneous Operating Expense40,961
 
 76,046
 
 
 117,007
Selling, General, and Administrative Costs
 
 9,182
 
 
 9,182
Depreciation, Depletion and Amortization
 
 1,047
 
 
 1,047
Loss on Debt Extinguishment1,233
 
 
 
 
 1,233
Interest Expense114,963
 1,794
 5,353
 7,257
 
 129,367
Total Other Costs157,157
 1,794
 91,628
 7,257
 
 257,836
Total Costs And Expenses157,157
 988,764
 720,526
 214,862
 
 2,081,309
Earnings (Loss) From Continuing Operations Before Income Tax44,651
 157,831
 124,805
 29,154
 (201,808) 154,633
Income Tax (Benefit) Expense(59,453) 62,722
 36,693
 
 
 39,962
Income (Loss) from Continuing Operations104,104
 95,109
 88,112
 29,154
 (201,808) 114,671
Less: Net Income Attributable to Noncontrolling Interest
 
 
 
 10,567
 10,567
Net Income (Loss) Attributable to CONSOL Energy Shareholders$104,104
 $95,109
 $88,112
 $29,154
 $(212,375) $104,104




32



Income Statement for the Nine Months Ended September 30, 2016 (unaudited):
 Parent
Issuer
 CNX Gas
Guarantor
 Other
Subsidiary
Guarantors
 CNXC
Non-Guarantor
 Other
Subsidiary
Non-Guarantors
 Elimination Consolidated
Revenues and Other Income:             
Natural Gas, NGLs and Oil Sales$
 $555,526
 $
 $
 $
 $(425) $555,101
Gain on Commodity Derivative Instruments
 53,872
 
 
 
 
 53,872
Coal Sales
 
 558,308
 186,103
 
 
 744,411
Other Outside Sales
 
 20,687
 
 
 
 20,687
Purchased Gas Sales
 28,633
 
 
 
 
 28,633
Freight-Outside Coal
 
 25,476
 8,473
 
 
 33,949
Miscellaneous Other Income(441,368) 60,592
 51,304
 2,264
 
 441,367
 114,159
Gain (Loss) on Sale of Assets
 10,446
 3,105
 (10) 
 
 13,541
Total Revenue and Other Income(441,368) 709,069
 658,880
 196,830
 
 440,942
 1,564,353
Costs and Expenses:             
Exploration and Production Costs             
Lease Operating Expense
 73,996
 
 
 
 
 73,996
Transportation, Gathering and Compression
 279,753
 
 
 
 
 279,753
Production, Ad Valorem, and Other Fees
 23,732
 
 
 
 
 23,732
Depreciation, Depletion and Amortization
 312,122
 
 
 
 
 312,122
Exploration and Production Related Other Costs
 5,036
 
 
 
 
 5,036
Purchased Gas Costs
 28,692
 
 
 
 
 28,692
Other Corporate Expenses
 65,980
 
 
 
 
 65,980
Selling, General, and Administrative Costs
 74,067
 
 
 
 
 74,067
Total Exploration and Production Costs
 863,378
 
 
 
 
 863,378
PA Mining Operations Costs             
Operating and Other Costs
 
 391,211
 130,066
 
 
 521,277
Depreciation, Depletion and Amortization
 
 94,002
 31,332
 
 
 125,334
Freight Expense
 
 25,476
 8,473
 
 
 33,949
Selling, General, and Administrative Costs
 
 13,649
 6,558
 
 
 20,207
Total PA Mining Operations Costs
 
 524,338
 176,429
 
 
 700,767
Other Costs             
Miscellaneous Operating Expense30,077
 
 96,466
 
 37
 
 126,580
Selling, General, and Administrative Costs
 
 11,124
 
 
 
 11,124
Depreciation, Depletion and Amortization452
 
 4,011
 
 
 
 4,463
Interest Expense131,431
 2,077
 4,824
 6,277
 
 
 144,609
Total Other Costs161,960
 2,077
 116,425
 6,277
 37
 
 286,776
Total Costs And Expenses161,960
 865,455
 640,763
 182,706
 37
 
 1,850,921
(Loss) Earnings From Continuing Operations Before Income Tax(603,328) (156,386) 18,117
 14,124
 (37) 440,942
 (286,568)
Income Tax (Benefit) Expense(61,270) (62,148) 51,634
 
 (14) 
 (71,798)
(Loss) Income From Continuing Operations(542,058) (94,238) (33,517) 14,124
 (23) 440,942
 (214,770)
Loss From Discontinued Operations, net
 
 
 
 (322,747) 
 (322,747)
Net (Loss) Income(542,058) (94,238) (33,517) 14,124
 (322,770) 440,942
 (537,517)
Less: Net Income Attributable to Noncontrolling Interest
 
 
 
 
 4,541
 4,541
Net (Loss) Income Attributable to CONSOL Energy Shareholders$(542,058) $(94,238) $(33,517) $14,124
 $(322,770) $436,401
 $(542,058)




33



Cash Flow for the Nine Months Ended September 30, 2017 (unaudited):
 Parent 
CNX Gas
Guarantor
 Other Subsidiary Guarantors CNXC Non-Guarantor 
Other
Subsidiary Non-Guarantors

 Elimination Consolidated
Net Cash Provided by (Used in) Continuing Operating Activities$454,447
 $(22,404) $5,244
 $60,708
 $590
 $(25,747) $472,838
Net Cash Used in Discontinued Operating Activities
 
 
 
 (614) 
 (614)
Net Cash Provided by (Used in) Operating Activities$454,447
 $(22,404) $5,244
 $60,708
 $(24) $(25,747) $472,224
Cash Flows from Investing Activities:             
Capital Expenditures$(1,550) $(390,619) $(46,190) $(12,261) $
 $
 $(450,620)
Proceeds from Sales of Assets
 382,186
 43,192
 1,500
 
 
 426,878
Net Distributions from Equity Affiliates
 35,620
 
 
 
 
 35,620
Net Cash (Used in) Provided by Investing Activities$(1,550) $27,187
 $(2,998) $(10,761) $
 $
 $11,878
Cash Flows from Financing Activities:             
Payments on Miscellaneous Borrowings$(1,917) $(4,782) $(2,246) $1
 $
 $
 $(8,944)
Payments on Long-Term Notes(213,728) 
 
 
 
 
 (213,728)
Net Payments on Revolver - CNX Coal Resources LP
 
 
 (13,000) 
 
 (13,000)
Distributions to Noncontrolling Interest
 
 
 (42,150) 
 25,747
 (16,403)
Issuance of Common Stock859
 
 
 
 
 
 859
Treasury Stock Activity(6,346) 
 
 (1,009) 
 
 (7,355)
Debt Repurchase and Financing Fees(298) 
 
 
 
 
 (298)
Net Cash (Used in) Provided by Financing Activities$(221,430) $(4,782) $(2,246) $(56,158) $
 $25,747
 $(258,869)





























34



Cash Flow for the Nine Months EndedSeptember 30, 2016 (unaudited):
 Parent 
CNX Gas
Guarantor
 Other Subsidiary Guarantors CNXC Non-Guarantor 
Other Subsidiary Non-
Guarantors
 Elimination Consolidated
Net Cash Provided by (Used in) Continuing Operating Activities

$613,513
 $106,017
 $32,398
 $47,324
 $(380,674) $(44,698) $373,880
Net Cash Provided by Discontinued Operating Activities
 
 
 
 14,427
 
 14,427
Net Cash Provided by (Used in) Operating Activities$613,513
 $106,017
 $32,398
 $47,324
 $(366,247) $(44,698) $388,307
Cash Flows from Investing Activities:             
Capital Expenditures$(2,450) $(134,967) $(32,403) $(9,569) $��
 $
 $(179,389)
CNXC Acquisition of 5% Pennsylvania Mining Complex


 
 
 (21,500) 
 21,500
 
Proceeds from Sales of Assets
 33,041
 5,915
 21
 
 
 38,977
Net Distributions from (Investments in) Equity Affiliates
 518
 (5,073) 
 
 
 (4,555)
Net Cash (Used in) Provided by Continuing Investing Activities(2,450) (101,408) (31,561) (31,048) 
 21,500
 (144,967)
Net Cash Provided by Discontinued Investing Activities
 
 
 
 366,251
 
 366,251
Net Cash (Used in) Provided by Investing Activities$(2,450) $(101,408) $(31,561) $(31,048) $366,251
 $21,500
 $221,284
Cash Flows from Financing Activities:             
Payments on Short-Term Borrowings$(598,000) $
 $
 $
 $
 $
 $(598,000)
Payments on Miscellaneous Borrowings(1,220) (4,590) (355) (57) 
 
 (6,222)
Net Proceeds from Revolver - CNX Coal Resources LP
 
 
 23,000
 
 
 23,000
Distributions to Noncontrolling Interest
 
 
 (30,486) 
 14,245
 (16,241)
Pre-Merger Distributions to Parent
 
 
 (8,953) 
 8,953
 
Dividends Paid(2,294) 
 
 
 
 
 (2,294)
Issuance of Common Stock4
 
 
 
 
 
 4
Treasury Stock Activity(1,669) 
 
 
 
 
 (1,669)
Debt Repurchase and Financing Fees
 
 (482) 
 
 
 (482)
Net Cash (Used in) Provided by Continuing Financing Activities(603,179) (4,590) (837) (16,496) 
 23,198
 (601,904)
Net Cash Used in Discontinued Financing Activities
 
 
 
 (14) 
 (14)
Net Cash (Used in) Provided by Financing Activities$(603,179) $(4,590) $(837) $(16,496) $(14) $23,198
 $(601,918)


35



Statement of Comprehensive Income for the Three Months Ended September 30, 2017 (unaudited):

 Parent 
CNX Gas
Guarantor
 Other Subsidiary Guarantors CNXC Non-
Guarantor
 Elimination Consolidated
Net (Loss) Income$(26,441) $14,414
 $(8,762) $3,614
 $(8,476) $(25,651)
Other Comprehensive Income (Loss):           
  Actuarially Determined Long-Term Liability Adjustments3,464
 
 3,503
 (39) (3,464) 3,464
Other Comprehensive Income (Loss):3,464
 
 3,503
 (39) (3,464) 3,464
Comprehensive (Loss) Income(22,977) 14,414
 (5,259) 3,575
 (11,940) (22,187)
  Less: Comprehensive Income Attributable to Noncontrolling Interest
 
 
 
 779
 779
Comprehensive (Loss) Income Attributable to CONSOL Energy Inc. Shareholders$(22,977) $14,414
 $(5,259) $3,575
 $(12,719) $(22,966)


Statement of Comprehensive Income for the Three Months Ended September 30, 2016 (unaudited):

 Parent 
CNX Gas
Guarantor
 Other Subsidiary Guarantors 
CNXC Non-
Guarantor
 
Other Subsidiary Non-
Guarantors
 Elimination Consolidated
Net Income (Loss)$25,345
 $96,834
 $(9,170) $6,401
 $(34,979) $(56,838) $27,593
Other Comprehensive (Loss) Income:             
  Actuarially Determined Long-Term Liability Adjustments1,305
 
 1,327
 (22) 
 (1,305) 1,305
  Reclassification of Cash Flow Hedges from OCI to Earnings(12,458) (12,458) 
 
 
 12,458
 (12,458)
Other Comprehensive (Loss) Income:(11,153) (12,458) 1,327
 (22) 
 11,153
 (11,153)
Comprehensive Income (Loss)14,192
 84,376
 (7,843) 6,379
 (34,979) (45,685) 16,440
  Less: Comprehensive Income Attributable to Noncontrolling Interest
 
 
 
 
 2,248
 2,248
Comprehensive Income (Loss) Attributable to CONSOL Energy Inc. Shareholders$14,192
 $84,376
 $(7,843) $6,379
 $(34,979) $(47,933) $14,192























36



Statement of Comprehensive Income for the Nine Months Ended September 30, 2017 (unaudited):
 Parent 
CNX Gas
Guarantor
 Other Subsidiary Guarantors CNXC Non-
Guarantor
 Elimination Consolidated
Net Income (Loss)$104,104
 $95,109
 $88,112
 $29,154
 $(201,808) $114,671
Other Comprehensive Income (Loss):           
  Actuarially Determined Long-Term Liability Adjustments10,430
 
 10,548
 (118) (10,430) 10,430
Other Comprehensive Income (Loss):10,430
 
 10,548
 (118) (10,430) 10,430
Comprehensive Income (Loss)114,534
 95,109
 98,660
 29,036
 (212,238) 125,101
  Less: Comprehensive Income Attributable to Noncontrolling Interest
 
 
 
 10,533
 10,533
Comprehensive Income (Loss) Attributable to CONSOL Energy Inc. Shareholders$114,534
 $95,109
 $98,660
 $29,036
 $(222,771) $114,568

Statement of Comprehensive Income for the Nine Months Ended September 30, 2016 (unaudited):
 Parent 
CNX Gas
Guarantor
 Other Subsidiary Guarantors CNXC Non-
Guarantor
 
Other Subsidiary Non-
Guarantors
 Elimination Consolidated
Net (Loss) Income$(542,058) $(94,238) $(33,517) $14,124
 $(322,770) $440,942
 $(537,517)
Other Comprehensive (Loss) Income:             
  Actuarially Determined Long-Term Liability Adjustments6,866
 
 6,936
 (70) 
 (6,866) 6,866
  Reclassification of Cash Flow Hedges from OCI to Earnings(33,475) (33,475) 
 
 
 33,475
 (33,475)
Other Comprehensive (Loss) Income:(26,609) (33,475) 6,936
 (70) 
 26,609
 (26,609)
Comprehensive (Loss) Income(568,667) (127,713) (26,581) 14,054
 (322,770) 467,551
 (564,126)
  Less: Comprehensive Income Attributable to Noncontrolling Interest
 
 
 
 
 4,541
 4,541
Comprehensive (Loss) Income Attributable to CONSOL Energy Inc. Shareholders$(568,667) $(127,713) $(26,581) $14,054
 $(322,770) $463,010
 $(568,667)










37



NOTE 17—RELATED PARTY TRANSACTIONS:
CONE Gathering LLC and CONE Midstream Partners LP

In September 2011, CNX Gas Company, a wholly owned subsidiary of CONSOL Energy, and Noble Energy, Inc. (Noble Energy), an unrelated third-party, formed CONE Gathering LLC (CONE) to develop and operate each company's gas gathering system needs in the Marcellus Shale play. CONSOL Energy accounts for CNX Gas Company's 50% ownership interest in CONE under the equity method of accounting.

In May 2014, CONSOL Energy and Noble Energy (collectively, the "Sponsors") formed CONE Midstream Partners LP (the Partnership), a master limited partnership, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service each company's production in the Marcellus Shale in Pennsylvania and West Virginia. The Partnership's general partner is CONE Midstream GP LLC (the General Partner), a wholly owned subsidiary of CONE. CONSOL Energy accounts for CNX Gas Company's portionaggregate amount of the earnings in the Partnership under the equity method of accounting.

In November 2016, the Partnership acquired from CONE an additional 25% ownership interest in CONE Midstream DevCo 1 LP, commonly referredprevious $750,000 stock repurchase program plan to as the "Anchor Systems." The transaction included a total purchase consideration of $248,000, comprised of $140,000 in cash$900,000, and issuance of approximately 5,200,000 common limited partnership units to the Sponsors. Following the acquisition, CONE continues to have a 2% general partner interest in the Partnership, while each Sponsor's limited partner interest increased to 33.5%. At September 30, 2017, CNX Gas Company continues to own a 50% interest in the assets of CONE that were not contributed to the Partnership. In June 2017, Noble Energy announced that it intends to divest its interest in CONE to a portfolio company of Quantum Energy Partners.

Inon October 2017,25, 2021, the Board of Directors approved an additional increase in the aggregate amount of the General Partner confirmedstock repurchase program plan to $1,900,000. As of June 30, 2022 the amount available under the stock repurchase program is $793,696, and approved that, uponis not subject to an expiration date. 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 paymentCompany's stock price, the Company's financial outlook, and alternative investment options. The stock 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 third-quarter distribution, the financial tests required for conversionprogram at any time. The Board of the Partnership’s subordinated units will be met. Accordingly, the subordination period with respect to the Partnership’s subordinated units will expire on November 15, 2017, and all of the 29,163,121 outstanding subordinated units will automatically convert into common units on a one-for-one basis on that day.

The following is a summary of the Company's Investment in Affiliates balances included within the Consolidated Balance Sheets associated with CONE and the Partnership, respectively:
 CONE The Partnership Total
Balance at December 31, 2016$151,075
 $18,133
 $169,208
     Equity in Earnings4,500
 29,469
 33,969
     Distributions(17,254) (18,366) (35,620)
     Asset Transfer(2,527) 2,527
 
Balance at September 30, 2017$135,794
 $31,763
 $167,557

The following transactions were included in Miscellaneous Other Income and Transportation, Gathering and Compression within the Consolidated Statements of Income:
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016
Miscellaneous Other Income:       
     Equity in Earnings of Affiliates - CONE$2,350
 $6,567
 $4,500
 $13,713
     Equity in Earnings of Affiliates - the Partnership$9,685
 $7,586
 $29,469
 $22,996
        
Transportation, Gathering and Compression:       
     Gathering Services - CONE$217
 $144
 $702
 $513
     Gathering Services - the Partnership$32,639
 $30,908
 $98,388
 $92,100

At September 30, 2017 and December 31, 2016, CONSOL Energy had a net payable of $9,993 and $5,815, respectively, due to both the Partnership and CONE primarily for accrued but unpaid gathering services.




38



CNX Coal Resources LP

CNX Coal Resources GP, a wholly owned subsidiary of CONSOL Energy, is the general partner of CNX Coal Resources LP (CNXC).

In September 2016, CNXC and its wholly owned subsidiary, CNX Thermal Holdings LLC (CNX Thermal), entered into a Contribution Agreement with CONSOL Energy, CONSOL Pennsylvania Coal Company LLC and Conrhein Coal Company (the Contributing Parties) under which CNX Thermal acquired an additional 5% undivided interest in and to the Pennsylvania Mine Complex, in exchange for (i) cash consideration in the amount of $21,500 and (ii) CNXC's issuance of 3,956,496 Class A Preferred Units representing limited partner interests in CNXC at an issue price of $17.01 per Class A preferred Unit (the "Class A Preferred Unit Issue Price"), or an aggregate $67,300 in equity consideration. The Class A Preferred Unit Issue Price was calculated as the volume-weighted average trading price of CNXC's common units (the "Common Units") over the trailing 15-day trading period ending on September 29, 2016 (or $14.79 per unit), plus a 15% premium.

In October 2017, CONSOL Energy elected to have the 3,956,496 Class A Preferred Units, representing the Company's limited partner interest in CNXC, converted into an equal number of Common Units under the terms of the Second Amended and Restated Agreement of Limited Partnership of CNXC.

In connection with CNXC's Contribution Agreement, in September 2016, the General Partner and CNXC entered into the First Amended and Restated Omnibus Agreement (the "Amended Omnibus Agreement") with CONSOL Energy and certain of its subsidiaries. Under the Amended Omnibus Agreement, CONSOL Energy indemnified CNXC for certain liabilities. The Amended Omnibus Agreement also amended CNXC's obligations to CONSOL Energy with respect to the payment of an annual administrative support fee and reimbursement for the provisions of certain management and operating services provided, in each case to reflect structural changes in how those services are provided to CNXC by CONSOL Energy.

Charges for services from CONSOL Energy include the following:
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016
Operating and Other Costs$850
 $854
 $2,589
 $3,390
Selling, General and Administrative Expenses834
 856
 2,288
 3,090
Total Services from CONSOL Energy$1,684
 $1,710

$4,877
 $6,480

At September 30, 2017 and December 31, 2016, CNXC had a net payable to CONSOL Energy in the amount of $1,906 and $1,666, respectively. This payable includes reimbursements for business expenses, executive fees, stock-based compensation and other items under the omnibus agreement.



39



NOTE 18—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 modified on or after the adoption date. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on CONSOL Energy'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 CONSOL Energy 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 this 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 CONSOL Energy'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. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact this guidance may have on CONSOL Energy's financial statements.
In May 2014, the FASB issued Update 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 for 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 issued Update 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: 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: Narrow Scope Improvements and Practical Expedients, which seeks to address implementation issues in the areas of collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition.
In December 2016, the FASB issued Update 2016-20 - Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which includes amendments related to loan guarantee fees, contract costs, provisions


40



for losses on construction and production-type contracts, scope, disclosures, contract modification, contract asset versus receivable, refund liability and advertising costs.
The new standards are effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as annual reporting periods beginning after December 15, 2016. Management continues to evaluate the impact that these standards will have on CONSOL Energy's financial statements, specifically as it relates to contracts that contain positive electric power price-related adjustments. CONSOL Energy anticipates using the modified retrospective approach to adoption as it relates to ASU 2014-09. CONSOL Energy is currently finalizing a detailed analysis at the individual contract level. The Company's implementation efforts are focused on accounting policy and disclosure updates and does not expect the implementation of the standard to be material.
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. CONSOL Energy is currently reviewing all existing leases and agreements that are covered by this standard andDirectors 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 six months ended June 30, 2022, 12,912,070 shares were repurchased and retired at an average price of $17.09 per share for a total cost of $220,968. During the six months ended June 30, 2021, 3,095,241 shares were repurchased and retired at an average price of 13.12 per share for a total cost of $40,678.

NOTE 15—RECENT ACCOUNTING PRONOUNCEMENTS:

See Note 9 – Long-Term Debt for the impact of adoption of ASU 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity.





29


ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and related notes included elsewhere in this Form 10-Q. The information provided below supplements, but does not form part of, CNX's financial statements. This discussion contains forward-looking statements that are based on the financialcurrent views and beliefs of management, as well as assumptions and estimates made by management. Actual results could differ materially from any such forward-looking statements and related disclosures.
NOTE 19—SUBSEQUENT EVENTS:

On October 27, 2017, the Company filed Amendment No. 5 to the Registration Statement on Form 10 with the United States Securities and Exchange Commission (the “SEC”), which includes information about CONSOL Mining and the business and assets that it will own upon completion of the spin-off. The Registration Statement on Form 10 has not yet been declared effective by the SEC, and completion of the spin-off remains subject to various conditions.

On October 30, 2017, the Company’s Board of Directors gave final approval to the previously announced separation (the “Separation and Distribution”) into two publicly-traded companies, a coal company (CONSOL Mining Corporation) and a natural gas exploration and production (E&P) company. The Company’s Board of Directors also declared a pro rata distribution of all of the outstanding shares of CONSOL Mining Corporation common stock to the Company’s stockholders, which is expected to be made on November 28, 2017, (the “Record Date”). Each of the Company’s stockholders as of the Record Date will receive one share of CONSOL Mining Corporation common stock for every eight (8) shares of the Company’s common stock held at the close of business on the Record Date. Stockholders will receive cash in lieu of fractional shares of CONSOL Mining Corporation common stock. The Separation and Distribution is subject to the satisfaction or waiver of certain conditions. Following the Separation and Distribution, CONSOL Energy will not retain any equity interest in CONSOL Mining Corporation. In connection with the Separation and Distribution, CONSOL Energy Inc. will change its name to CNX Resources Corporation, and will retain its ticker symbol “CNX” on the New York Stock Exchange. CONSOL Mining Corporation will assume the name CONSOL Energy Inc., and will trade as an independent company on the New York Stock Exchange under the ticker symbol “CEIX”. CONSOL Energy stockholders will retain their shares of Company common stock, but as a result of various risk factors, including those that may not be in the name change, these shares will represent sharescontrol of management. For further information on items that could impact future operating performance or financial condition, please see "Part II. Item 1A. Risk Factors" and the section entitled "Forward-Looking Statements" and the "Risk Factors" contained in our Annual Report on Form 10-K for the year ended December 31, 2021, which we filed with the SEC on February 10, 2022. CNX Resources Corporation after the time of separation.does not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.





41



ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General


As previously announced, CONSOL Energy Inc. (the “Company”) plansCNX continually monitors factors that could cause actual results of operations to separate into two publicly-traded companies:differ from historical results or current expectations. Examples include the conflict between Russia and Ukraine that has had an impact on global commodity prices. These and other factors could affect the Company’s operations, earnings and cash flows for any period and could cause such results to not be comparable to those of the same period in previous years. The results presented in this Form 10-Q are not necessarily indicative of future operating results.

COVID-19 Pandemic:

Although CNX did not incur significant disruptions to operations during the three or six months ended June 30, 2022 or 2021 as a coal companydirect result of the COVID-19 pandemic, CNX is unable to predict the full extent of the future impact that the COVID-19 pandemic could have on the Company, including our financial position, operating results, liquidity and aability to obtain financing in future reporting periods, due to numerous uncertainties outside of the Company’s control.

Inflation

Heightened levels of inflation, primarily related to steel, diesel fuel and labor, continue to present risk for CNX and the broader natural gas explorationindustry. CNX experienced higher capital costs from inflation in the first half of 2022, if inflation continues to increase, and CNX is unable to successfully mitigate the impact, our costs could increase further, having a greater impact on our financial position. Rising interest rates could also increase our borrowing costs on new debt and could affect the fair value of our investments. CNX remains committed to our ongoing efforts to increase the efficiency of our operations and improve costs, which may, in part, offset cost increases from inflation.

Hedging Update:

Total hedged natural gas production (E&P) company (the “spin-off”).in the third quarter of 2022 is 118.6(1) Bcf. The annual gas hedge position is shown in the table below:
20222023
Volumes Hedged (Bcf), as of 7/7/22
473.9(1)(2)
417.2 
1Net of purchased swaps.
2Includes actual settlements of 265.5 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 connectionaddition, to protect the NYMEX hedge volumes from basis exposure, CNX enters into basis-only financial hedges and physical sales with the proposed spin-off, CONSOL Mining Corporation (“CONSOL Mining”), a subsidiaryfixed basis at certain sales points. For further information see Item 3 Quantitative and Qualitative Disclosures About Market Risk.








30


Results of the Company that will hold the coal business at the timeOperations - Three Months Ended June 30, 2022 Compared with Three Months Ended June 30, 2021

Net Income (Loss)

CNX reported net income of the spin-off, previously filed a Registration Statement on Form 10 with the United States Securities and Exchange Commission (the “SEC”), which includes information about CONSOL Mining and the business and assets that it will own upon completion$33 million, or earnings per diluted share of the spin-off. The Registration Statement on Form 10 has not yet been declared effective by the SEC, and completion of the spin-off remains subject to various conditions. The Company’s board of directors gave final approval to the spin-off on October 30, 2017.

CONSOL Energy's E&P Division had earnings before income tax of $20 million$0.15, for the three months ended SeptemberJune 30, 2017,2022, compared to earnings before income taxa net loss of $161$354 million, or a loss per diluted share of $1.61, for the three months ended SeptemberJune 30, 2016. 2021.

Included in the 2017 earnings before income taxfor the three months ended June 30, 2022 was an unrealized gainloss on commodity derivative instruments of $2 million$122 million. Included in the loss for the three months ended June 30, 2021 was an unrealized loss on commodity derivative instruments of $529 million.

Non-GAAP Financial Measures

CNX's management uses certain 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. Although these are not measures of performance calculated in accordance with generally accepted accounting principles (GAAP), management believes that these financial measures are useful to an investor in evaluating CNX because these metrics are widely used to evaluate a gain on salenatural gas company’s operating performance. Sales of assetsNatural Gas, NGL and Oil, including cash settlements excludes the impacts of $27 millionchanges in the fair value of commodity derivative instruments prior to settlement, which are often volatile, and only includes the impact of settled commodity derivative instruments. Sales of Natural Gas, NGL and Oil, including cash settlements also excludes purchased gas revenue and other revenue and operating income, which are not directly related to CNX’s natural gas producing activities. Natural Gas, NGL and Oil Production Costs excludes certain expenses that are not directly related to CNX’s natural gas producing activities and are managed outside our production operations (See Note 3 - Acquisitions and Dispositions13 – Segment Information in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information). Included in the 2016 earnings before income tax was an unrealized gain on commodity derivative instrumentsThese expenses include, but are not limited to, interest expense, other operating expense and other corporate expenses such as selling, general and administrative costs. We believe that Sales of $160 millionNatural Gas, NGL and a gain on sale of assets of $15 million.

For the third quarter of 2017, CONSOL Energy's average sales price for natural gas, natural gas liquids (NGLs), oil, and condensate was $2.50 per Mcfe. CONSOL Energy's average price for natural gas was $2.18 per Mcf for the quarter and,Oil, including cash settlements, Natural Gas, NGL and Oil Production Costs and Natural Gas, NGL and Oil Production Margin (which is derived by subtracting Natural Gas, NGL and Oil Production Costs from hedging, was $2.38 per Mcf. The average realized priceSales of Natural Gas, NGL and Oil, including cash settlements) provide useful information to investors for evaluating period-to-period comparisons of earnings trends. These metrics should not be viewed as a substitute for measures of performance that are calculated in accordance with GAAP. In addition, because all liquids for the third quartercompanies do not calculate these measures identically, these measures may not be comparable to similarly titled measures of 2017 was $20.77 per barrel.other companies.


During the third quarter of 2017, CONSOL's E&P Division sold 101.0 Bcfe, or an increase of 4.8% from the 96.4 Bcfe sold in the year-earlier quarter. Also during the quarter, totalNon-GAAP Financial Measures Reconciliation
For the Three Months Ended June 30,
(Dollars in millions)20222021
Total Revenue and Other Operating Income (Loss)$420 $(127)
Add (Deduct):
Purchased Gas Revenue(46)(17)
Loss on Commodity Derivative Instruments122 529 
Other Revenue and Operating Income(23)(26)
Sales of Natural Gas, NGL and Oil, including Cash Settlements, a Non-GAAP Financial Measure$473 $359 
Total Operating Expense$330 $281 
Add (Deduct):
Depreciation, Depletion and Amortization (DD&A) - Corporate(2)(3)
   Exploration and Production Related Other Costs(5)(3)
Purchased Gas Costs(46)(15)
Selling, General and Administrative Costs(30)(24)
Other Operating Expense(21)(15)
Natural Gas, NGL and Oil Production Costs, a Non-GAAP Financial Measure1
$226 $221 

1 Natural Gas, NGL and Oil production costs decreased to $2.26 per Mcfe, compared to the year-earlier quarterconsists primarily of $2.36 per Mcfe, driven primarily by reductions inlease operating expense, non-income based taxesproduction ad valorem and deprecation,other fees, transportation, gathering and compression and production related depreciation, depletion and amortization.

E&P Division capital expenditures in the third quarter were $148 million.

CONSOL Energy's PA Mining Operations division sold 6.3 million tons in the third quarter of 2017, compared to 6.0 million tons during the year-earlier quarter. Total unit costs were $37.32 per ton, compared to $35.79 per ton in the year-earlier quarter. The PA Mining Operations division had earnings before income tax of $21 million.

CONSOL Energy 2017 - 2018 Guidance

E&P DIVISION GUIDANCE

CONSOL Energy maintains its E&P Division production guidance for 2017 of approximately 405-415 Bcfe and total E&P capital expenditures in 2017 of approximately $620-$645 million. For full year 2018, the company maintains production guidance of 520-550 Bcfe.

Total hedged natural gas production in the fourth quarter of 2017 is 83.1 Bcf. The annual gas hedge position is shown in the table below:

  2017 2018
Volumes Hedged (Bcf), as of 10/17/17 316.6* 333.3
31
*Includes actual settlements of 258.2 Bcf.

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





42




Selected Natural Gas, NGL and Oil Production Financial Data


GAS HEDGES
  Q4 2017 2017 2018 2019 2020
NYMEX Only Hedges          
Volumes (Bcf) 73.5
 282.4
 316.1
 226.3
 161.6
Average Prices ($/Mcf) $3.16
 $3.14
 $3.14
 $2.99
 $2.89
Index Hedges and Contracts          
Volumes (Bcf) 9.6
 34.2
 17.2
 13.1
 11.9
Average Prices ($/Mcf) $3.01
 $3.11
 $2.62
 $2.44
 $2.27
Total Volumes Hedged (Bcf)1
 83.1
 316.6
 333.3
 239.4
 173.5
           
           
NYMEX + Basis (fully-covered volumes)2
          
Volumes (Bcf) 81.7
 311.3
 333.3
 239.1
 166.2
Average Prices ($/Mcf) $2.62
 $2.59
 $2.78
 $2.69
 $2.59
NYMEX Only Hedges Exposed to Basis          
Volumes (Bcf) 1.4
 5.3
 
 0.3
 7.3
Average Prices ($/Mcf) $3.16
 $3.14
 $
 $2.99
 $2.89
Total Volumes Hedged (Bcf)1
 83.1
 316.6
 333.3
 239.4
 173.5
12018 excludes 9.1 Bcf of physical basis sales not matched with NYMEX hedges.
2Includes physical sales with fixed basis in Q4 2017, 2017, 2018, 2019, and 2020 of 19.1 Bcf, 64.0 Bcf, 97.5 Bcf, 103.9 Bcf, and 65.0 Bcf, respectively.

During the third quarter of 2017, CONSOL Energy added additional NYMEX natural gas hedges of 4.3 Bcf, 7.0 Bcf, 21.9 Bcf, and 94.1 Bcf for 2018, 2019, 2020, and 2021, respectively. To help mitigate basis exposure on NYMEX hedges, in the third quarter CONSOL Energy added 1.4 Bcf, 34.4 Bcf, 37.7 Bcf, 41.4 Bcf, and 54.2 Bcf of basis hedges for 2017, 2018, 2019, 2020, and 2021, respectively.

PA MINING OPERATIONS DIVISION GUIDANCE

CONSOL Energy expects total consolidated PA Mining Operations annual sales to be approximately 26.0-27.0 million tons for 2017. Also, CONSOL Energy reduces total consolidated capital expenditures for PA Mining Operations to $92-$108 million for 2017.





43


Results of Operations - Three Months Ended September 30, 2017 Compared with Three Months Ended September 30, 2016
Net (Loss) Income Attributable to CONSOL Energy Shareholders
CONSOL Energy reported a net loss attributable to CONSOL Energy shareholders of $26 million, or a loss per diluted share of $0.11, for the three months ended September 30, 2017, compared to net income attributable to CONSOL Energy shareholders of $25 million, or earnings of $0.11 per diluted share, for the three months ended September 30, 2016.
 For the Three Months Ended September 30,
(Dollars in thousands)2017 2016 Variance
(Loss) Income from Continuing Operations$(25,651) $62,568
 $(88,219)
Loss from Discontinued Operations, net
 (34,975) 34,975
Net (Loss) Income$(25,651) $27,593
 $(53,244)
Less: Net Income Attributable to Noncontrolling Interest790
 2,248
 (1,458)
Net (Loss) Income Attributable to CONSOL Energy Shareholders$(26,441) $25,345
 $(51,786)

CONSOL Energy consists of two principal business divisions: Exploration and Production (E&P) and Pennsylvania (PA) Mining Operations. The E&P division includes four reportable segments: Marcellus, Utica, Coalbed Methane (CBM) and Other Gas.

The E&P division had earnings before income tax of $20 million for the three months ended September 30, 2017, compared to earnings before income tax of $161 million for the three months ended September 30, 2016. Included in the 2017 earnings before income tax was an unrealized gain on commodity derivative instruments of $2 million and gain on sale of assets of $27 million (See Note 3 - Acquisitions and Dispositions in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information). Included in the 2016 earnings before income tax was an unrealized gain on commodity derivative instruments of $160 million and gain on sale of assets of $15 million.


The following table presents a breakoutsummary of net liquidour total sales volumes, sales of natural gas, NGL and oil including cash settlements, natural gas, NGL and oil production costs and natural gas, NGL and oil production margin related to our production operations on a total company basis (See Non-GAAP Financial Measures Reconciliation for the reconciliation to the most directly comparable financial measures calculated and presented in accordance with GAAP):

For the Three Months Ended June 30,
20222021Variance
in MillionsPer Mcfein MillionsPer Mcfein MillionsPer Mcfe
Total Sales Volumes (Bcfe)*142.3137.94.4 
Natural Gas, NGL and Oil Revenue$1,003 $7.30 $369 $2.68 $634 $4.62 
Loss on Commodity Derivative Instruments - Cash Settlement - Gas(530)(3.98)(10)(0.08)(520)(3.90)
Sales of Natural Gas, NGL and Oil, including Cash Settlements, a Non-GAAP Financial Measure473 3.32 359 2.60 114 0.72 
Lease Operating Expense14 0.10 10 0.07 0.03 
Production, Ad Valorem, and Other Fees10 0.07 0.05 0.02 
Transportation, Gathering and Compression88 0.62 84 0.61 0.01 
Depreciation, Depletion and Amortization (DD&A)114 0.79 120 0.87 (6)(0.08)
Natural Gas, NGL and Oil Production Costs, a Non-GAAP Financial Measure226 1.58 221 1.60 (0.02)
Natural Gas, NGL and Oil Production Margin, a Non-GAAP Financial Measure$247 $1.74 $138 $1.00 $109 $0.74 

*NGLs and Oil/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 NGL, condensate, and natural gas prices.

The 4.4 Bcfe increase in total sales information to assistvolumes in the understanding of the Company’s natural gas production and sales portfolio.
  For the Three Months Ended September 30,
 in thousands (unless noted) 2017 2016 Variance Percent Change
LIQUIDS        
NGLs:        
Sales Volume (MMcfe) 10,308
 12,341
 (2,033) (16.5)%
Sales Volume (Mbbls) 1,718
 2,057
 (339) (16.5)%
Gross Price ($/Bbl) $19.32
 $13.14
 $6.18
 47.0 %
Gross Revenue $33,220
 $27,048
 $6,172
 22.8 %
         
Oil:        
Sales Volume (MMcfe) 90
 94
 (4) (4.3)%
Sales Volume (Mbbls) 15
 16
 (1) (4.3)%
Gross Price ($/Bbl) $41.94
 $42.06
 $(0.12) (0.3)%
Gross Revenue $631
 $663
 $(32) (4.8)%
         
Condensate:        
Sales Volume (MMcfe) 625
 1,205
 (580) (48.1)%
Sales Volume (Mbbls) 104
 201
 (97) (48.1)%
Gross Price ($/Bbl) $41.34
 $37.26
 $4.08
 11.0 %
Gross Revenue $4,306
 $7,483
 $(3,177) (42.5)%
         
GAS        
Sales Volume (MMcf) 90,004
 82,752
 7,252
 8.8 %
Sales Price ($/Mcf) $2.18
 $2.06
 $0.12
 5.8 %
  Gross Revenue $196,286
 $170,720
 $25,566
 15.0 %
         
Hedging Impact ($/Mcf) $0.20
 $0.47
 $(0.27) (57.4)%
  Gain on Commodity Derivative Instruments - Cash Settlement $17,671
 $38,637
 $(20,966) (54.3)%


44


The E&P division's natural gas, NGLs, and oil sales were $234 million for the three months ended September 30, 2017, compared to $206 million for the three months ended September 30, 2016. The increaseperiod-to-period comparison was primarily due to the 5.8% increaseturn-in-line of new wells throughout 2021 and in the average gas sales price per Mcf without the impactsecond quarter of derivative instruments and the 4.8% increase in total E&P sales volumes.

The E&P division's sales volumes, average sales price (including the effects of derivative instruments), and average costs for all active E&P operations were as follows: 
 For the Three Months Ended September 30,
 2017 2016 Variance 
Percent
Change
E&P Sales Volumes (Bcfe)101.0
 96.4
 4.6
 4.8 %
        
Average Sales Price (per Mcfe)$2.50
 $2.54
 $(0.04) (1.6)%
Average Costs (per Mcfe)2.26
 2.36
 (0.10) (4.2)%
Average Margin$0.24
 $0.18
 $0.06
 33.3 %

The decrease in average sales price was the result of the $0.27 per Mcf decrease in the realized gain on commodity derivative instruments related to the Company's hedging program2022, offset in part by a $0.12 per Mcf improvement in general market prices in the Appalachian basin during the current period as well as an overall increase in natural gas liquids pricing.normal production declines.


Changes in the average costs per Mcfe were primarily related to the following items:
Depreciation, depletion and amortization decreased
Lease operating expense increased on a per-unitper unit basis primarily due to a reduction in Marcellus rates as a result of an increase in the Company's Marcellus reserves. See Note 9 - Property, Plantrepairs and Equipment of the Notes to the Unaudited Consolidated Financial Statementsmaintenance expense, including both routine and water impoundment maintenance, as well as an increase in Item 1 of this Form 10-Q for additional information.water disposal costs.
Production, ad valorem and other fees decreasedincreased on a per unit basis in the period-to-period comparison, primarily theas a result of the declining tax basisincreased realized prices on natural gas and natural gas liquids.
Transportation, Gathering and Compression increased primarily due to an increase in the Company's shallow oilgathering system repairs and gas wells, as well as various asset sales. See Note 3 - Acquisitionsmaintenance expense and Dispositionsan increase in electrical compression expense.
Depreciation, depletion and Note 9 - Property, Plant and Equipment of the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.
Lease operatingamortization expense decreased on a per unit basis in the period-to-period comparison due to a decreaselower annual depletion rate primarily resulting from lower cost reserve additions from development during the 2021 period.





















32


Average Realized Price Reconciliation

The following table presents a breakout of liquids and natural gas sales information and settled derivative information to assist in well tending costs, costs passedthe understanding of the Company’s natural gas production and sales portfolio and information regarding settled commodity derivatives:
For the Three Months Ended June 30,
 in thousands (unless noted)20222021VariancePercent Change
LIQUIDS
NGL:
Sales Volume (MMcfe)8,845 9,469 (624)(6.6)%
Sales Volume (Mbbls)1,474 1,578 (104)(6.6)%
Gross Price ($/Bbl)$43.26 $26.28 $16.98 64.6 %
Gross NGL Revenue$63,774 $41,521 $22,253 53.6 %
Oil/Condensate:
Sales Volume (MMcfe)343 785 (442)(56.3)%
Sales Volume (Mbbls)57 131 (74)(56.5)%
Gross Price ($/Bbl)$96.24 $53.11 $43.13 81.2 %
Gross Oil/Condensate Revenue$5,505 $6,946 $(1,441)(20.7)%
NATURAL GAS
Sales Volume (MMcf)133,143 127,666 5,477 4.3 %
Sales Price ($/Mcf)$7.02 $2.51 $4.51 179.7 %
  Gross Natural Gas Revenue$934,127 $320,982 $613,145 191.0 %
Hedging Impact ($/Mcf)$(3.98)$(0.08)$(3.90)(4,875.0)%
Loss on Commodity Derivative Instruments - Cash Settlement$(530,391)$(10,359)$(520,032)5,020.1 %

The increase in gross revenue was primarily the result of the $4.51 per Mcf increase in natural gas prices, when excluding the impact of hedging, the $16.98 per Bbl increase in NGL prices and the 4.4 Bcfe increase in sales volumes. These increases were offset, in-part, by the impact of the change in the realized loss on by our joint-venture partners and environmental costs. The decrease in unit costs was also duecommodity derivative instruments related to the overall increase in E&P sales volumes.Company's hedging program.



33


SEGMENT ANALYSIS for the three months ended June 30, 2022 compared to the three months ended June 30, 2021:

For the Three Months EndedDifference to Three Months Ended
 June 30, 2022June 30, 2021
 (in millions)ShaleCBMOtherTotalShaleCBMOtherTotal
Natural Gas, NGLs and Oil Revenue$923 $79 $$1,003 $591 $43 $— $634 
Loss on Commodity Derivative Instruments(489)(41)(122)(652)(480)(40)407 (113)
Purchased Gas Revenue— — 46 46 — — 29 29 
Other Revenue and Operating Income18 — 23 (1)— (2)(3)
Total Revenue and Other Operating Income (Loss)452 38 (70)420 110 434 547 
Lease Operating Expense10 — 14 — 
Production, Ad Valorem, and Other Fees— 10 
Transportation, Gathering and Compression76 12 — 88 — 
Depreciation, Depletion and Amortization96 13 116 (8)(1)(7)
Exploration and Production Related Other Costs— — — — 
Purchased Gas Costs— — 46 46 — — 31 31 
Selling, General and Administrative Costs— — 30 30 — — 
Other Operating Expense— — 21 21 — — 
Total Operating Expense190 31 109 330 (2)48 49 
Other Expense— — — — (1)(1)
Gain on Asset Sales and Abandonments, net— — (6)(6)— — 
Loss on Debt Extinguishment— — 13 13 — — 13 13 
Interest Expense— — 31 31 — — (8)(8)
Total Other Expense— — 43 43 — — 
Total Costs and Expenses190 31 152 373 (2)53 54 
Earnings (Loss) Before Income Tax$262 $$(222)$47 $112 $— $381 $493 

34


SHALE SEGMENT

The PA Mining Operations divisionShale segment had earnings before income tax of $21$262 million for the three months ended SeptemberJune 30, 2017,2022 compared to earnings before income tax of $35$150 million for the three months ended SeptemberJune 30, 2016.2021.
Sales tons, average sales price and average cost of goods sold per ton for the PA Mining Operations division were as follows:
 For the Three Months Ended September 30,
 2017 2016 Variance 
Percent
Change
Company Produced PA Mining Operations Tons Sold (in millions)6.3
 6.0
 0.3
 5.0 %
        
Average Sales Price per ton sold$44.16
 $44.30
 $(0.14) (0.3)%
Average Cost of Goods Sold per ton sold37.32
 35.79
 1.53
 4.3 %
Average Margin$6.84
 $8.51
 $(1.67) (19.6)%

The increase in overall tons sold was primarily related to an increase in export tons in the period-to-period comparison. The PA Mining Operations division priced 2.1 million tons on the export market for the three months ended September 30, 2017, compared to 0.6 million tons for the three months ended September 30, 2016. All other tons were sold on the domestic market.

Changes in the average cost of goods sold per ton were primarily driven by an increase in belt advancement and equipment overhaul related projects, additional operating expenses incurred at the Bailey Mine resulting from permitting issues and adverse geological conditions at the Enlow Fork Mine.


45


The Other division includes other business activities not assigned to the E&P or PA Mining Operations divisions, as well as any income tax benefit or expense. The Other division had a net loss of $67 million for the three months ended September 30, 2017, compared to a net loss of $134 million for the three months ended September 30, 2016.
Selling, general and administrative (SG&A) costs are charged to the PA Mining Operations division based upon a shared service agreement between CONSOL Energy and CNX Coal Resources LP (CNXC). The shared service agreement calls for CONSOL Energy to provide certain selling, general and administrative services that are paid for monthly, based on an agreed upon fixed fee that is reset at least annually. See Note 17 - Related Party Transactions of the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information. The remaining SG&A costs are allocated between the E&P, PA Mining Operations and Other divisions based primarily on a percentage of total revenue and a percentage of total projected capital expenditures.

SG&A costs are excluded from E&P and PA Mining Operations unit costs. SG&A costs were $42 million for the three months ended September 30, 2017, compared to $39 million for the three months ended September 30, 2016. SG&A costs increased due to the following items:
 For the Three Months Ended September 30,
 (in millions)2017 2016 Variance 
Percent
Change
Stock-Based Compensation$11
 $8
 $3
 37.5 %
Short-Term Incentive Compensation6
 5
 1
 20.0 %
Consulting and Professional Services4
 4
 
  %
Rent2
 2
 
  %
Advertising and Promotion
 1
 (1) (100.0)%
Employee Wages and Related Expenses13
 15
 (2) (13.3)%
Other6
 4
 2
 50.0 %
Total Company Selling, General and Administrative Costs

$42
 $39
 $3
 7.7 %

Stock-Based Compensation expense increased $3 million in the period-to-period comparison primarily due to additional non-cash amortization recorded in the current period for employees who received awards under the Performance Share Unit (PSU) program.
Employee Wages and Related Expenses decreased $2 million in the period-to-period comparison due to reductions in employee headcount in the current period.

Total Company long-term liabilities, such as Other Post-Employment Benefits (OPEB), the salary retirement plan, workers' compensation, Coal Workers' Pneumoconiosis (CWP) and long-term disability are actuarially calculated for the Company as a whole. In general, the expenses are then allocated to the segments based upon criteria specific to each liability. Total CONSOL Energy continuing operations expense related to actuarial liabilities was $14 million for the three months ended September 30, 2017, compared to $17 million for the three months ended September 30, 2016. See Note 14 - Pension and Other Postretirement Benefits Plans and Note 15 - Coal Workers' Pneumoconiosis (CWP) and Workers' Compensation in the Notes to the Audited Consolidated Financial Statements in Item 8 of the Company's December 31, 2016 Form 10-K, and Note 5 - Components of Pension and OPEB Plans Net Periodic Benefit Costs and Note 6 - Components of CWP and Workers' Compensation Net Periodic Benefit Costs in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional details.



46


TOTAL E&P DIVISION ANALYSIS for the three months ended September 30, 2017 compared to the three months ended September 30, 2016:
The E&P division had earnings before income tax of $20 million for the three months ended September 30, 2017 compared to earnings before income tax of $161 million for the three months ended September 30, 2016. Variances by individual E&P segment are discussed below.
 For the Three Months Ended Difference to Three Months Ended
 September 30, 2017 September 30, 2016
 (in millions)Marcellus Utica CBM 
Other
Gas
 Total E&P Marcellus Utica CBM 
Other
Gas
 
Total
E&P
Natural Gas, NGLs and Oil Sales$134
 $43
 $47
 $10
 $234
 $27
 $3
 $
 $(2) $28
Gain on Commodity Derivative Instruments11
 3
 3
 2
 19
 (13) (2) (5) (159) (179)
Purchased Gas Sales
 
 
 13
 13
 
 
 
 1
 1
Miscellaneous Other Income
 
 
 21
 21
 
 
 
 2
 2
Gain on Sale of Assets
 
 
 27
 27
 
 
 
 12
 12
Total Revenue and Other Income145
 46
 50
 73
 314
 14
 1
 (5) (146) (136)
Lease Operating Expense8
 5
 7
 2
 22
 
 1
 
 (2) (1)
Production, Ad Valorem, and Other Fees3
 1
 2
 
 6
 (2) 
 
 (1) (3)
Transportation, Gathering and Compression67
 12
 16
 4
 99
 10
 (2) (2) (2) 4
Depreciation, Depletion and Amortization55
 21
 20
 6
 102
 4
 (1) (1) (1) 1
Exploration and Production Related Other Costs
 
 
 4
 4
 
 
 
 4
 4
Purchased Gas Costs
 
 
 13
 13
 
 
 
 1
 1
Other Corporate Expenses
 
 
 27
 27
 
 
 
 5
 5
Selling, General and Administrative Costs


 
 
 20
 20
 
 
 
 (6) (6)
Total Exploration and Production Costs133
 39
 45
 76
 293
 12
 (2) (3) (2) 5
Interest Expense
 
 
 1
 1
 
 
 
 
 
Total E&P Division Costs133
 39
 45
 77
 294
 12
 (2) (3) (2) 5
Earnings (Loss) Before Income Tax$12
 $7
 $5
 $(4) $20
 $2
 $3
 $(2) $(144) $(141)



47


MARCELLUS SEGMENT
The Marcellus segment had earnings before income tax of $12 million for the three months ended September 30, 2017 compared to earnings before income tax of $10 million for the three months ended September 30, 2016.
 For the Three Months Ended September 30,
 2017 2016 Variance 
Percent
Change
Marcellus Gas Sales Volumes (Bcf)52.1
 43.0
 9.1
 21.2 %
NGLs Sales Volumes (Bcfe)*7.9
 8.3
 (0.4) (4.8)%
Condensate Sales Volumes (Bcfe)*0.4
 0.5
 (0.1) (20.0)%
Total Marcellus Sales Volumes (Bcfe)*60.4
 51.8
 8.6
 16.6 %
       

Average Sales Price - Gas (per Mcf)$2.03
 $2.06
 $(0.03) (1.5)%
Gain on Commodity Derivative Instruments - Cash Settlement- Gas (per Mcf)$0.22
 $0.55
 $(0.33) (60.0)%
Average Sales Price - NGLs (per Mcfe)*$3.17
 $1.94
 $1.23
 63.4 %
Average Sales Price - Condensate (per Mcfe)*$6.18
 $5.50
 $0.68
 12.4 %
       

Total Average Marcellus Sales Price (per Mcfe)$2.40
 $2.53
 $(0.13) (5.1)%
Average Marcellus Lease Operating Expenses (per Mcfe)0.13
 0.15
 (0.02) (13.3)%
Average Marcellus Production, Ad Valorem, and Other Fees (per Mcfe)0.04
 0.10
 (0.06) (60.0)%
Average Marcellus Transportation, Gathering and Compression costs (per Mcfe)1.10
 1.10
 
  %
Average Marcellus Depreciation, Depletion and Amortization costs (per Mcfe)0.93
 0.98
 (0.05) (5.1)%
   Total Average Marcellus Costs (per Mcfe)$2.20
 $2.33
 $(0.13) (5.6)%
   Average Margin for Marcellus (per Mcfe)$0.20
 $0.20
 $
  %
 For the Three Months Ended June 30,
 20222021VariancePercent
Change
Shale Gas Sales Volumes (Bcf)122.1 115.0 7.1 6.2 %
NGLs Sales Volumes (Bcfe)*8.8 9.5 (0.7)(7.4)%
Oil/Condensate Sales Volumes (Bcfe)*0.3 0.7 (0.4)(57.1)%
Total Shale Sales Volumes (Bcfe)*131.2 125.2 6.0 4.8 %
Average Sales Price - Natural Gas (per Mcf)$7.00 $2.47 $4.53 183.4 %
Loss on Commodity Derivative Instruments - Cash Settlement - Gas (per Mcf)$(4.01)$(0.08)$(3.93)(4,912.5)%
Average Sales Price - NGLs (per Mcfe)*$7.21 $4.38 $2.83 64.6 %
Average Sales Price - Oil/Condensate (per Mcfe)*$16.03 $8.84 $7.19 81.3 %
Total Average Shale Sales Price (per Mcfe)$3.31 $2.58 $0.73 28.3 %
Average Shale Lease Operating Expenses (per Mcfe)0.08 0.06 0.02 33.3 %
Average Shale Production, Ad Valorem and Other Fees (per Mcfe)0.05 0.05 — — %
Average Shale Transportation, Gathering and Compression Costs (per Mcfe)0.58 0.59 (0.01)(1.7)%
Average Shale Depreciation, Depletion and Amortization Costs (per Mcfe)0.74 0.83 (0.09)(10.8)%
   Total Average Shale Production Costs (per Mcfe)$1.45 $1.53 $(0.08)(5.2)%
   Total Average Shale Production Margin (per Mcfe)$1.86 $1.05 $0.81 77.1 %
* NGLs and Oil/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,NGL, condensate, and natural gas prices.


The MarcellusShale segment had natural gas, NGLs and oil salesoil/condensate revenue of $134$923 million for the three months ended SeptemberJune 30, 20172022 compared to $107$332 million for the three months ended SeptemberJune 30, 2016.2021. The $27$591 million increase was due primarily due to a 16.6%183.4% increase in the average sales price for natural gas, a 4.8% increase in total MarcellusShale sales volumes, partially offset byand a 1.5% decrease64.6% increase in the average gas sales price.price of NGLs. The increase in salestotal Shale volumes was primarily due to additionalthe turn-in-line of new wells being turnedthroughout 2021 and the first half of 2022, offset in line in the current period.part by normal production declines.


The decreaseincrease in the total average MarcellusShale sales price was primarily due to a $0.33$4.53 per Mcf increase in average gas sales price and a $2.83 per Mcfe increase in the average NGL sales price. These increases were offset in part by a $3.93 per Mcf change in the realized loss on commodity derivative instruments. The notional amounts associated with these financial hedges represented approximately 104.6 Bcf of the Company's produced Shale gas sales volumes for the three months ended June 30, 2022 at an average loss of $4.68 per Mcf hedged. For the three months ended June 30, 2021, these financial hedges represented approximately 99.1 Bcf at an average loss of $0.09 per Mcf hedged.

Total operating costs and expenses for the Shale segment were $190 million for the three months ended June 30, 2022 compared to $192 million for the three months ended June 30, 2021. The decrease in total dollars and decrease in unit costs for the Shale segment were due to the following items:

Shale lease operating expenses were $10 million for the three months ended June 30, 2022 compared to $7 million for the three months ended June 30, 2021. The increases in total dollars and unit costs were primarily related to an increase in repairs and maintenance expense, including both routine and water impoundment maintenance, as well as an increase in water disposal costs.

Shale production, ad valorem and other fees were $8 million for the three months ended June 30, 2022 compared to $7 million for the three months ended June 30, 2021. The increases in total dollars was primarily due to increased realized prices on natural gas and natural gas liquids.


35


Shale transportation, gathering and compression costs were $76 million for the three months ended June 30, 2022 compared to $74 million for the three months ended June 30, 2021. The increase in total dollars was primarily related to an increase in total volumes as well as an increase in gathering systems repairs and maintenance expense.

Depreciation, depletion and amortization costs attributable to the Shale segment were $96 million for the three months ended June 30, 2022 compared to $104 million for the three months ended June 30, 2021. These amounts included depletion on a units of production basis of $0.62 per Mcfe and $0.72 per Mcfe, respectively. The decrease in the gainunits of production depreciation, depletion and amortization rate in the current period is primarily the result of a lower annual depletion rate related to low-cost reserve additions from development in the 2021 period. The remaining depreciation, depletion and amortization costs were either recorded on a straight-line basis or related to asset retirement obligations.

Total Shale other revenue and operating income relates to natural gas gathering services provided to third-parties. The Shale segment had other revenue and operating income of $18 million for the three months ended June 30, 2022 compared to $19 million for the three months ended June 30, 2021. The decrease in the period-to-period comparison was primarily due to lower third-party gathering volumes due to normal production declines.

COALBED METHANE (CBM) SEGMENT

The CBM segment had earnings before income tax of $7 million for both the three months ended June 30, 2022 and June 30, 2021.
 For the Three Months Ended June 30,
 20222021VariancePercent
Change
CBM Gas Sales Volumes (Bcf)11.0 12.6 (1.6)(12.7)%
Average Sales Price - Gas (per Mcf)$7.23 $2.91 $4.32 148.5 %
Loss on Commodity Derivative Instruments - Cash Settlement - Gas (per Mcf)$(3.75)$(0.08)$(3.67)(4,587.5)%
Total Average CBM Sales Price (per Mcf)$3.49 $2.83 $0.66 23.3 %
Average CBM Lease Operating Expenses (per Mcf)0.39 0.26 0.13 50.0 %
Average CBM Production, Ad Valorem and Other Fees (per Mcf)0.22 0.05 0.17 340.0 %
Average CBM Transportation, Gathering and Compression Costs (per Mcf)1.07 0.79 0.28 35.4 %
Average CBM Depreciation, Depletion and Amortization Costs (per Mcf)1.18 1.15 0.03 2.6 %
   Total Average CBM Production Costs (per Mcf)$2.86 $2.25 $0.61 27.1 %
   Total Average CBM Production Margin (per Mcf)$0.63 $0.58 $0.05 8.6 %
The CBM segment had natural gas revenue of $79 million for the three months ended June 30, 2022 compared to $36 million for the three months ended June 30, 2021. The increase was due to a 148.5% increase in the average sales price for natural gas in the current period, offset in part by the 12.7% decrease in total CBM sales volumes. The decrease in CBM sales volumes was primarily due to normal production declines.

The total average CBM sales price increased $0.66 per Mcf due to a $4.32 per Mcf increase in average gas sales price, offset in part by a $3.67 per Mcf change in the realized loss on commodity derivative instruments resulting from the Company's hedging program. The notional amounts associated with these financial hedges represented approximately 49.58.9 Bcf of the Company's produced Marcellus gasCBM sales volumes for the three months ended SeptemberJune 30, 20172022 at an average gainloss of $0.23$4.64 per Mcf.Mcf hedged. For the three months ended SeptemberJune 30, 2016,2021, these financial hedges represented approximately 44.210.2 Bcf at an average gainloss of $0.53$0.07 per Mcf.Mcf hedged.


Total explorationoperating costs and production costsexpenses for the MarcellusCBM segment were $133$31 million for the three months ended SeptemberJune 30, 20172022 compared to $121$28 million for the three months ended SeptemberJune 30, 2016.2021. The increase in total dollars and decreaseincrease in unit costs for the MarcellusCBM segment were due to the following items:


MarcellusCBM lease operating expense remained consistent at $8was $4 million for the three months ended SeptemberJune 30, 20172022 compared to $3 million for the three months ended June 30, 2021. The increases in total dollars and September 30, 2016. The decrease in unit costs was driven by the 16.6% increasewere primarily due to increases in total Marcellus sales volumes.repairs and maintenance expense.


36


MarcellusCBM production, ad valorem and other fees were $3$2 million for the three months ended SeptemberJune 30, 20172022 compared to $5$1 million for the three months ended SeptemberJune 30, 2016.2021. The decreaseincreases in total dollars was primarily related to a change in production mix by state as a result of the termination of the Marcellus joint venture with Noble Energy. The decrease inand unit costs waswere primarily due to the decreased total dollars described above, as well as the 16.6% increase in total Marcellus sales volumes.increased realized prices on natural gas.


MarcellusCBM transportation, gathering and compression costs were $67$12 million for the three months ended SeptemberJune 30, 20172022 compared to $57$10 million for the three months ended SeptemberJune 30, 2016.2021. The increaseincreases in total dollars wasand unit costs were primarily related to a change in production mix to higher cost wet gas offset, in part, by a decrease in firm transportation expense due to a decreaseincreases in utilization.repairs and maintenance expense and electrical compression expense.



48


Depreciation, depletion and amortization costs attributable to the MarcellusCBM segment were $55$13 million for the three months ended SeptemberJune 30, 20172022 compared to $51$14 million for the three months ended SeptemberJune 30, 2016. The period-to-period increase in total dollars was driven by the increased Marcellus production, offset, in part, by a decrease in overall Marcellus rates primarily due to an increase in the Company's Marcellus reserves.2021. These amounts included depletion on a unitunits of production basis of $0.91$0.64 per Mcfe and $0.97$0.66 per Mcfe, respectively. The decrease in the units of production depreciation, depletion and amortization rate in the current period was due to a lower annual depletion rate. The remaining depreciation, depletion and amortization costs were either recorded on a straight-line basis or related to gas well closing.asset retirement obligations.


UTICAOTHER SEGMENT


The Utica segment had earnings before income tax of $7 million for the three months ended September 30, 2017 compared to earnings before income tax of $4 million for the three months ended September 30, 2016.
 For the Three Months Ended September 30,
 2017 2016 Variance 
Percent
Change
Utica Gas Sales Volumes (Bcf)17.5
 17.7
 (0.2) (1.1)%
NGLs Sales Volumes (Bcfe)*2.4
 4.0
 (1.6) (40.0)%
Condensate Sales Volumes (Bcfe)*0.2
 0.7
 (0.5) (71.4)%
Total Utica Sales Volumes (Bcfe)*20.1
 22.4
 (2.3) (10.3)%
        
Average Sales Price - Gas (per Mcf)$1.92
 $1.40
 $0.52
 37.1 %
Gain on Commodity Derivative Instruments - Cash Settlement- Gas (per Mcf)$0.14
 $0.26
 $(0.12) (46.2)%
Average Sales Price - NGLs (per Mcfe)*$3.39
 $2.69
 $0.70
 26.0 %
Average Sales Price - Condensate (per Mcfe)*$9.06
 $6.80
 $2.26
 33.2 %
        
Total Average Utica Sales Price (per Mcfe)$2.28
 $2.00
 $0.28
 14.0 %
Average Utica Lease Operating Expenses (per Mcfe)0.23
 0.20
 0.03
 15.0 %
Average Utica Production, Ad Valorem, and Other Fees (per Mcfe)0.05
 0.06
 (0.01) (16.7)%
Average Utica Transportation, Gathering and Compression Costs (per Mcfe)0.62
 0.62
 
  %
Average Utica Depreciation, Depletion and Amortization Costs (per Mcfe)1.01
 0.93
 0.08
 8.6 %
   Total Average Utica Costs (per Mcfe)$1.91
 $1.81
 $0.10
 5.5 %
   Average Margin for Utica (per Mcfe)$0.37
 $0.19
 $0.18
 94.7 %

*NGLs, Oil and Condensate are converted to Mcfe at the rate of one barrel equals six Mcf based upon the approximate relative energy content ofOther Segment includes nominal shallow oil and natural gas production 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 $43 million for the three months ended September 30, 2017 compared to $40 million for the three months ended September 30, 2016. The $3 million increase was primarily duesignificant to the 37.1% increase in average gas sales price, offset, in part, by the 10.3% decrease in total Utica sales volumes. The decrease in total Utica sales volumes primarily related to normal well declines in both Company operated and joint venture operated areas, as well as temporary shut-ins for additional drilling.

The increase in the total average Utica sales price was primarily due to a $0.52 per Mcf increase in average gas sales price, offset, in part, by a $0.12 per Mcf decrease in the gain on commodity derivative instruments in the current period. The notional amounts associated with these financial hedges represented approximately 10.9 Bcf ofCompany. It also includes the Company's produced Utica gas sales volumes for the three months ended September 30, 2017 at an average gain of $0.23 per Mcf. For the three months ended September 30, 2016, these financial hedges represented approximately 8.8 Bcf at an average gain of $0.53 per Mcf.

Total exploration and production costs for the Utica segment were $39 million for the three months ended September 30, 2017 compared to $41 million for the three months ended September 30, 2016. The decrease in total dollars and increase in unit costs for the Utica segment were due to the following items:

Utica lease operating expense was $5 million for the three months ended September 30, 2017 compared to $4 million for the three months ended September 30, 2016. The increase in total dollars was primarily due to increased repairs and maintenance


49


expense, as well as higher employee costs in the current period. The increase in unit costs was due to the increased total dollars described above, as well as the 10.3% decrease in total Utica sales volumes.

Utica production, ad valorem, and other fees remained consistent at $1 million for the three months ended September 30, 2017 and September 30, 2016. The decrease in unit costs was due to a nominal decrease in total dollars.

Utica transportation, gathering and compression costs were $12 million for the three months ended September 30, 2017 compared to $14 million for the three months ended September 30, 2016. The $2 million decrease in total dollars was primarily related to a decrease in liquids processing fees related to the decrease in production (both Company operated and joint venture operated) and a decrease in utilized firm transportation expense in the current period.

Depreciation, depletion and amortization costs attributable to the Utica segment were $21 million for the three months ended September 30, 2017 compared to $22 million for the three months ended September 30, 2016. These amounts included depletion on a unit of production basis of $1.01 per Mcfe and $0.93 per Mcfe, respectively.

COALBED METHANE (CBM) SEGMENT
The CBM segment had earnings before income tax of $5 million for the three months ended September 30, 2017 compared to earnings before income tax of $7 million for the three months ended September 30, 2016.
 For the Three Months Ended September 30,
 2017 2016 Variance 
Percent
Change
CBM Gas Sales Volumes (Bcf)16.2
 17.0
 (0.8) (4.7)%
        
Average Sales Price - Gas (per Mcf)$2.88
 $2.77
 $0.11
 4.0 %
Gain on Commodity Derivative Instruments - Cash Settlement- Gas (per Mcf)$0.19
 $0.48
 $(0.29) (60.4)%
        
Total Average CBM Sales Price (per Mcf)$3.07
 $3.25
 $(0.18) (5.5)%
Average CBM Lease Operating Expenses (per Mcf)0.41
 0.41
 
  %
Average CBM Production, Ad Valorem, and Other Fees (per Mcf)0.11
 0.10
 0.01
 10.0 %
Average CBM Transportation, Gathering and Compression Costs (per Mcf)0.98
 1.06
 (0.08) (7.5)%
Average CBM Depreciation, Depletion and Amortization Costs (per Mcf)1.23
 1.27
 (0.04) (3.1)%
   Total Average CBM Costs (per Mcf)$2.73
 $2.84
 $(0.11) (3.9)%
   Average Margin for CBM (per Mcf)$0.34
 $0.41
 $(0.07) (17.1)%

The CBM segment natural gas sales remained consistent at $47 million for the three months ended September 30, 2017 and September 30, 2016. The decrease in CBM sales volumes was primarily due to normal well declines and less drilling activity.

The total average CBM sales price decreased $0.18 per Mcf, due primarily to a $0.29 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 14.2 Bcf of the Company's produced CBM sales volumes for the three months ended September 30, 2017 at an average gain of $0.22 per Mcf. For the three months ended September 30, 2016, these financial hedges represented approximately 15.3 Bcf at an average gain of $0.54 per Mcf.

Total exploration and production costs for the CBM segment were $45 million for the three months ended September 30, 2017 compared to $48 million for the three months ended September 30, 2016. The decrease in total dollars and decrease in unit costs for the CBM segment were due to the following items:

CBM production, ad valorem, and other fees remained consistent at $2 million for the three months ended September 30, 2017 and September 30, 2016. Unit costs increased in the current period, due primarily to the 4.7% decrease in CBM sales volumes.

CBM transportation, gathering and compression costs were $16 million for the three months ended September 30, 2017 compared to $18 million for the three months ended September 30, 2016. The $2 million decrease was primarily related to a decrease in power expense related to an effort to minimize the number of compressors needed and a decrease in utilized firm


50


transportation expense resulting from the decrease in CBM sales volumes. Unit costs were also positively impacted by the decrease in total dollars which was offset, in part, by the decrease in CBM sales volumes.

Depreciation, depletion and amortization costs attributable to the CBM segment were $20 million for the three months ended September 30, 2017 compared to $21 million for the three months ended September 30, 2016. These amounts included depletion on a unit of production basis of $0.77 per Mcf and $0.81 per Mcf, respectively. The remaining depreciation, depletion and amortization costs were either recorded on a straight-line basis or related to gas well closing.

OTHER GAS SEGMENT

The Other Gas segment had a loss before income tax of $4 million for the three months ended September 30, 2017 compared to earnings before income tax of $140 million for the three months ended September 30, 2016.
 For the Three Months Ended September 30,
 2017 2016 Variance Percent
Change
Other Gas Sales Volumes (Bcf)4.2
 5.1
 (0.9) (17.6)%
Oil Sales Volumes (Bcfe)*0.1
 0.1
 
  %
Total Other Sales Volumes (Bcfe)*4.3
 5.2
 (0.9) (17.3)%
        
Average Sales Price - Gas (per Mcf)$2.40
 $2.03
 $0.37
 18.2 %
Gain on Commodity Derivative Instruments - Cash Settlement- Gas (per Mcf)$0.18
 $0.44
 $(0.26) (59.1)%
Average Sales Price - Oil (per Mcfe)*$7.11
 $7.03
 $0.08
 1.1 %
        
Total Average Other Sales Price (per Mcfe)$2.63
 $2.55
 $0.08
 3.1 %
Average Other Lease Operating Expenses (per Mcfe)0.64
 0.71
 (0.07) (9.9)%
Average Other Production, Ad Valorem, and Other Fees (per Mcfe)0.11
 0.16
 (0.05) (31.3)%
Average Other Transportation, Gathering and Compression Costs (per Mcfe)0.87
 1.10
 (0.23) (20.9)%
Average Other Depreciation, Depletion and Amortization Costs (per Mcfe)1.06
 1.40
 (0.34) (24.3)%
   Total Average Other Costs (per Mcfe)$2.68
 $3.37
 $(0.69) (20.5)%
   Average Margin for Other (per Mcfe)$(0.05) $(0.82) $0.77
 93.9 %

*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,activities, unrealized gain or loss on commodity derivative instruments, exploration and production related other costs, unutilized firm transportationas well as various other expenses that are managed outside the Shale and processing fees, other corporate expensesCBM segments such as SG&A, interest expense and miscellaneous operational activity not assigned toincome taxes.

The Other Segment had a specific E&P 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 $10loss before income tax of $222 million for the three months ended SeptemberJune 30, 20172022 compared to $12a loss before income tax of $603 million for the three months ended SeptemberJune 30, 2016.2021. The decrease in natural gas, NGLs and oil sales primarily related to the 17.6% decreaseincrease in total Other Gas sales volumes, offset, in part by the $0.37 per Mcf increase in the average gas sales price. Total exploration and production costs related to these other sales were $12 million fordollars is discussed below.
 For the Three Months Ended June 30,
 20222021VariancePercent Change
Other Gas Sales Volumes (Bcf)0.1 0.1 — — %

Loss on Commodity Derivative Instruments

For the three months ended SeptemberJune 30, 2017 compared to $18 million for2022, the three months ended September 30, 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 of the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information). There was also a decrease in transportation, gathering and compression costs in the current period primarily related to a decrease in power, compression and environmental expense.

The Other Gas segmentSegment recognized an unrealized gainloss on commodity derivative instruments of $2 million for$122 million. For the three months ended SeptemberJune 30, 2017 compared to2021, the Other Segment recognized an unrealized gainloss on commodity derivative instruments of $160 million for the three months ended September 30, 2016.$529 million. The unrealized gainloss 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. In addition, the Other

Purchased Gas segment had a realized gain of $1 million for the three months ended September 30, 2016 related to the cash settlement of commodity hedges.



51



Purchased gas volumes represent volumes of natural gas purchased at market prices from third-parties and then resold in order to fulfill contracts with certain customers.customers and to balance supply. Purchased gas sales revenues and costs were each $13revenue was $46 million for the three months ended SeptemberJune 30, 20172022 compared to $12$17 million for the three months ended SeptemberJune 30, 2016.
 For the Three Months Ended September 30,
 2017 2016 Variance 
Percent
Change
Purchased Gas Sales Volumes (in Bcfe)5.9
 5.7
 0.2
 3.5%
Average Sales Price (per Mcfe)$2.28
 $2.11
 $0.17
 8.1%
Average Cost (per Mcfe)$2.24
 $2.09
 $0.15
 7.2%

Miscellaneous other income was $212021. Purchased gas costs were $46 million for the three months ended SeptemberJune 30, 20172022 compared to $19 million for the three months ended September 30, 2016. The $2 million increase was due to the following items:
 For the Three Months Ended September 30,
(in millions)2017 2016 Variance Percent
Change
Gathering Revenue$3
 $3
 $
  %
Equity in Earnings of Affiliates12
 15
 (3) (20.0)%
Other6
 1
 5
 500.0 %
Total Miscellaneous Other Income$21
 $19
 $2
 10.5 %

Equity in Earnings of Affiliates decreased $3 million due to an decrease in earnings from CONE Midstream Partners, LP. and CONE Gathering, LLC. See Note 17 - Related Party Transactions of the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.

Gain on sale of assets was a gain of $27 million for the three months ended September 30, 2017 compared to a gain of $15 million for the three months ended SeptemberJune 30, 2016.2021. The $12 millionperiod-to-period increase in purchased gas revenue was primarily due to increases in the average sales price and purchased gas sales volumes.
 For the Three Months Ended June 30,
20222021VariancePercent Change
Purchased Gas Sales Volumes (in Bcf)9.1 5.9 3.2 54.2 %
Average Sales Price (per Mcf)$5.14 $2.82 $2.32 82.3 %
Purchased Gas Average Cost (per Mcf)$5.08 $2.45 $2.63 107.3 %









37


Other Operating Income
For the Three Months Ended June 30,
(in millions)20222021VariancePercent Change
Equity Income from Affiliates$$$(1)(50.0)%
Water Income(1)(50.0)%
Excess Firm Transportation Income— — %
Total Other Operating Income$$$(2)(28.6)%
Equity income from affiliates primarily represents CNX's share of earnings from a 50% interest in a power plant located within CNX’s CBM field. Power generated from the facility is sold into wholesale electricity markets during times of peak energy consumption. Due to the plant consuming low carbon intensity coal mine methane gas, the plant qualifies for Pennsylvania Tier I Renewable Energy Credits.
Excess firm transportation income represents revenue from the sale of undeveloped acres ofexcess firm transportation capacity to third-parties. The Company obtains firm pipeline transportation capacity to enable gas production to flow uninterrupted as sales volumes increase. In order to minimize this unutilized firm transportation expense, CNX is able to release (sell) unutilized firm transportation capacity to other parties when possible and when beneficial. The revenue from released capacity helps offset the Marcellus Shaleunutilized firm transportation and processing fees in Allegheny and Westmoreland counties, Pennsylvania. See Note 3 - Acquisitions and Dispositions in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.total other operating expense.


Exploration and production related other costs were $4 millionProduction Related Other Costs
 For the Three Months Ended June 30,
(in millions)20222021VariancePercent Change
Seismic Activity$$— $100.0 %
Land Rentals— — %
Lease Expiration Costs(1)(50.0)%
Total Exploration and Production Related Other Costs$$$66.7 %

Seismic activity expense for the three months ended September 30, 2017 and were nominal for the three months ended September 30, 2016. The $4 million increase is duecurrent period primarily relates to the following items:acquisition of three-dimensional seismic data.
 For the Three Months Ended September 30,
(in millions)2017 2016 Variance 
Percent
Change
Lease Expiration Costs$3
 $
 $3
 100.0%
Land Rentals1
 
 1
 100.0%
Total Exploration and Other Costs$4
 $
 $4
 100.0%

Lease Expiration Costsexpiration costs relate to leases where the primary term expired. The $3 million increase inexpired or will expire within the three months ended September 30, 2017 was primarily due to an increases in leases that were allowed to expire because they are no longer in the Company's future drilling plan.next 12 months.



Selling, General and Administrative ("SG&A")



SG&A costs include costs such as overhead, including employee labor and benefit costs, short-term incentive compensation, costs of maintaining our headquarters, audit and other professional fees, charitable contributions and legal compliance expenses. SG&A costs also include non-cash long-term equity-based compensation expense.

For the Three Months Ended June 30,
(in millions)20222021VariancePercent Change
Salaries, Wages and Employee Benefits$$$33.3 %
Contributions and Advertising— 100.0 %
Long-Term Equity-Based Compensation (Non-Cash)33.3 %
Short-Term Incentive Compensation— — %
Other13 12 8.3 %
Total SG&A$30 $24 $25.0 %











52


Other corporate expenses were $27 million for the three months ended September 30, 2017 compared to $22 million for the three months ended September 30, 2016. The $5 million increase in the period-to-period comparison was made up of the following items:
 For the Three Months Ended September 30,
(in millions)2017 2016 Variance 
Percent
Change
Consulting and Professional Services$5
 $2
 $3
 150.0 %
Unutilized Firm Transportation and Processing Fees11
 10
 1
 10.0 %
Litigation Expense2
 1
 1
 100.0 %
Insurance Expense1
 1
 
  %
Idle Rig Fees6
 8
 (2) (25.0)%
Other2
 
 2
 100.0 %
Total Other Corporate Expenses$27
 $22
 $5
 22.7 %

ConsultingSalaries, wages and Professional Servicesemployee benefits increased $3 million in the period-to-period comparison primarily due to an increase in legal feesemployee wages and employee benefit expense.
Contributions and advertising increased in the current period.period-to-period comparison primarily due to an increase in charitable contributions.








38


Other Operating Expense
 For the Three Months Ended June 30,
(in millions)20222021VariancePercent Change
Unutilized Firm Transportation and Processing Fees$18 $14 $28.6 %
Litigation Settlements— 100.0 %
Insurance Expense— — %
Total Other Operating Expense$21 $15 $40.0 %

Unutilized Firm Transportationfirm transportation and Processing Feesprocessing fees represent pipeline transportation capacity the E&P segment has obtained to enable gas production to flow uninterrupted as sales volumes increase, as well as additional processing capacity for NGLs. In some instances, the Company may have the opportunity to realize more favorable net pricing by strategically choosing to sell natural gas liquids. Theinto a market or to a customer that does not require the use of the Company’s own firm transportation capacity. Such sales would result in an increase in the period-to-period comparison was primarily due to the decrease in the utilization of the capacity.unutilized firm transportation expense. The Company attempts to minimize this expense by releasing (selling) unutilized firm transportation capacity to other parties when possible and when beneficial.
Idle Rig Fees are fees related to the temporary idling of some of the Company's natural gas rigs. The total idle rig expense incurred by the Company has decreased by $2 million for the current quarter as compared to the prior year quarter due to an increase in drilling activity as a direct result of the recovery in natural gas pricing.
Other increased $2 million mainly due to increased legal expenses in the current period.

Selling, general and administrative (SG&A) costs are allocated to the total E&P division based on percentage of total revenue and percentage of total projected capital expenditures. SG&A costs were $20 million for the three months ended September 30, 2017 compared to $26 million for the three months ended September 30, 2016. Refer to the discussion of total company selling, general and administrative costs contained in the section "Net (Loss) Income Attributable to CONSOL Energy Shareholders"ofreceived when this quarterly report for a detailed cost explanation.

Interest expense related to the E&P division remained consistent at $1 million for the three months ended September 30, 2017 and September 30, 2016. Interest incurred by the Other Gas segment primarily relates to a capital lease.



53


TOTAL PA MINING OPERATIONS DIVISION ANALYSIS for the three months ended September 30, 2017 compared to the three months ended September 30, 2016:
The PA Mining Operations division's principal activities consist of mining, preparation and marketing of thermal coal to power generators. The division also includes selling, general and administrative costs, as well as various other activities assigned to the PA Mining Operations division but notcapacity is released (sold) is included in the cost components on a per unit basis.

The PA Mining Operations division had earnings before income tax of $21 million for the three months ended September 30, 2017, compared to earnings before income tax of $35 million for the three months ended September 30, 2016. Variances are discussed below.
 For the Three Months Ended September 30,
 (in millions)2017 2016 Variance
Sales:     
Coal Sales$279
 $268
 $11
Freight Revenue22
 9
 13
Miscellaneous Other Income12
 2
 10
Total Revenue and Other Income313
 279
 34
Operating Costs and Expenses:     
Operating Costs197
 176
 21
Depreciation, Depletion and Amortization39
 40
 (1)
Total Operating Costs and Expenses236
 216
 20
Other Costs and Expenses:     
Other Costs11
 7
 4
Depreciation, Depletion and Amortization2
 2
 
Total Other Costs and Expenses13
 9
 4
Freight Expense22
 9
 13
Selling, General and Administrative Costs19
 8
 11
Total PA Mining Operations Costs290
 242
 48
Interest Expense2
 2
 
Total PA Mining Operations Division Expense292
 244
 48
Earnings Before Income Tax$21
 $35
 $(14)

The PA Mining Operations coal revenue and cost components on a per unit basis for these periods were as follows:
 For the Three Months Ended September 30,
 2017 2016 Variance 
Percent
Change
Company Produced PA Mining Operations Tons Sold (in millions)6.3
 6.0
 0.3
 5.0 %
Average Sales Price Per PA Mining Operations Ton Sold$44.16
 $44.30
 $(0.14) (0.3)%
        
Total Operating Costs Per Ton Sold$30.94
 $29.29
 $1.65
 5.6 %
Total Depreciation, Depletion and Amortization Costs Per Ton Sold6.38
 6.50
 (0.12) (1.8)%
     Total Costs Per PA Mining Operations Ton Sold$37.32
 $35.79
 $1.53
 4.3 %
     Average Margin Per PA Mining Operations Ton Sold$6.84
 $8.51
 $(1.67) (19.6)%
Coal Sales
PA Mining Operations coal sales were $279 million for the three months ended September 30, 2017, compared to $268 million for the three months ended September 30, 2016. The $11 million increase was attributable to a 0.3 million increase in tons sold, partially offset by a $0.14 lower average sales price per ton sold. The lower average sales price per ton sold in the 2017 period was primarily the result of mild summer weather and lower power prices in domestic thermal markets. The increase in tons sold was primarily related to increased export tons due to an increase in demand.


54


Freight Revenue and Freight Expense
Freight revenue is the amount billed to customers for transportation costs incurred. This revenue is based on the weight of coal shipped, negotiated freight rates and method of transportation, primarily rail, used by the customers to which the Company contractually provides transportation services. Freight revenue is completely offset by freight expense. Freight revenue and freight expense were both $22 million for the three months ended September 30, 2017, compared to $9 million in the three months ended September 30, 2016. The $13 million increase was due to increased shipments where transportation services were contractually provided.

Miscellaneous Other Income

Miscellaneous other income increased$10 million in the period-to-period comparison, primarily a result of a customer contract buyout in the amount of $8 million in the current period. No such transactions occurred in the prior period. The remaining increase was due to an increase in externally purchased coal for blending purposes only during the three months ended September 30, 2017.

Operating Costs and Expenses
Operating costs and expenses are comprised of costs related to produced tons sold, along with changes in both the volumes and carrying values of coal inventory. Operating costs and expenses include items such as direct operating costs, royalty and production taxes, employee-related expenses and depreciation, depletion, and amortization costs. Total operating costs and expenses for the PA Mining Operations division were $236 million for the three months ended September 30, 2017, or $20 million higher than the $216 million for the three months ended September 30, 2016. Total costs per PA Mining Operations ton sold were $37.32 per ton for the three months ended September 30, 2017, compared to $35.79 per ton for the three months ended September 30, 2016. The increase in the cost of coal sold was primarily driven by an increase in belt advancement and equipment overhaul related projects, additional operating expenses incurred at the Bailey Mine resulting from permitting issues and adverse geological conditions at the Enlow Fork Mine.

Other Costs and Expenses

Other costs and expenses include items that are assigned to the PA Mining Operations division but are not included in unit costs, such as coal reserve holding costs and purchased coal costs. Total other costs and expenses increased $4 million in the three months ended September 30, 2017 compared to the three months ended September 30, 2016. The increase was primarily attributable to severance costs in the current quarter related to organizational restructuring, an increase in current quarter costs related to externally purchased coal for blending purposes only and a state tax audit settlement in the year earlier quarter. These were offset, in part, by a decrease in discretionary 401(k) contributions in the period-to-period comparison.
Selling, General and Administrative Costs
Upon execution of the CNXC IPO, CNXC entered into a service agreement with CONSOL Energy that requires CONSOL Energy to provide certain selling, general and administrative services. These services are paid monthly based on an agreed upon fixed fee that is reset at least annually. See Note 17 - Related Party Transactions of the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information. An additional portion of CONSOL Energy's SG&A costs are allocated to the PA Mining Operations division based on a percentage of total revenue and a percentage of total projected capital expenditures.The amount of selling, general and administrative costs related to PA Mining Operations was $19 million for the three months ended September 30, 2017, compared to $8 million for the three months ended September 30, 2016. Refer to the discussion of total Company selling, general and administrative costs contained in the section "Net (Loss)Excess Firm Transportation Income Attributable to CONSOL Energy Shareholders"of this quarterly report for a detailed cost explanation.

Interest Expense

Interest expense, net of amounts capitalized, of $2 million for the three months ended September 30, 2017 and 2016 is primarily comprised of interest on the CNXC revolving credit facility that was drawn upon after the CNXC IPO on July 7, 2015.


55


OTHER DIVISION ANALYSIS for the three months ended September 30, 2017 compared to the three months ended September 30, 2016:

above. The Other division includes various corporate and diversified business activities that are not allocated to the E&P or PA Mining Operations divisions. The diversified business activities include CNX Marine Terminal, closed and idle mine activities, water operations, selling, general and administrative activities, income tax expense, as well as various other non-operated activities.

The Other division had a loss before income tax of $40 million for the three months ended September 30, 2017, compared to a loss before income tax of $81 million for the three months ended September 30, 2016. The Other division also includes total Company income tax expense related to continuing operations of $27 million for the three months ended September 30, 2017, compared to income tax expense of $53 million for the three months ended September 30, 2016.

 For the Three Months Ended September 30,
 (in millions)2017 2016 Variance 
Percent
Change
Other Outside Sales$17
 $5
 $12
 240.0 %
Miscellaneous Other Income9
 11
 (2) (18.2)%
Gain on Sale of Assets18
 
 18
 100.0 %
Total Revenue44
 16
 28
 175.0 %
Miscellaneous Operating Expense36
 40
 (4) (10.0)%
Selling, General, and Administrative Costs
3
 5
 (2) (40.0)%
Depreciation, Depletion and Amortization5
 8
 (3) (37.5)%
Loss on Debt Extinguishment2
 
 2
 100.00 %
Interest Expense38
 44
 (6) (13.6)%
Total Other Costs84
 97
 (13) (13.4)%
Loss Before Income Tax(40) (81) 41
 (50.6)%
Income Tax Expense27
 53
 (26) (49.1)%
Net Loss$(67) $(134) $67
 (50.0)%

Other Outside Sales
Other outside sales consists of sales from CNX Marine Terminal, which is located on 200 acres in the port of Baltimore and provides access to international coal markets. CNX Marine Terminal sales were $17 million for the three months ended September 30, 2017, compared to $5 million for the three months ended September 30, 2016. The $12 million increase in the period-to-period comparison was primarily due to an increasehigher unutilized processing fees and a decrease in throughput tonsutilization of firm transportation capacity in the current period.
Miscellaneous
Other IncomeExpense

 For the Three Months Ended June 30,
 (in millions)20222021VariancePercent Change
Other Income
Right-of-Way Sales$— $$(1)(100.0)%
Total Other Income$— $$(1)(100.0)%
Other Expense
Professional Services$$$(2)(66.7)%
Bank Fees— — %
Other Corporate Expense— — %
Total Other Expense$$$(2)(28.6)%
       Total Other Expense$$$(1)(16.7)%
Miscellaneous other income was $9 million for the three months ended September 30, 2017, compared to $11 million for the three months ended September 30, 2016. The change is due to the following items:

  For the Three Months Ended September 30,
(in millions) 2017 2016 Variance
Rental Income $2
 $9
 $(7)
Interest Income 1
 
 1
Right of Way Sales 1
 
 1
Royalty Income 4
 2
 2
Other Income 1
 
 1
Total Miscellaneous Other Income $9
 $11
 $(2)

Rental IncomeProfessional services decreased $7 million primarily due to a decrease in lease payments received as a result of the sale of certain subleased equipment in the second quarter of 2017.


56


Royalty Income related to non-operated coal properties increased $2 million in the period-to period comparison primarily due to an increase in third-party activity in the current period.

Gain on Sale of Assets
Gain on sale of assets increased $18 million in the period-to-period comparison primarily due to a decrease in legal fees.

Gain on Asset Sales and Abandonments, net

A gain on asset sales of $6 million related to the sale of approximately 22,000various non-core assets (primarily rights-of-way, surface acresacreage and other non-core oil and gas interests) was recognized in Colorado during the three months ended SeptemberJune 30, 2017.2022 compared to a gain of $7 million in the three months ended June 30, 2021.

Loss on Debt Extinguishment

A loss on debt extinguishment of $13 million was recognized in the three months ended June 30, 2022 in connection with the purchase of a portion of the Convertible Notes due May 2026. See Note 3 - Acquisitions and Dispositions9 – Long-Term Debt in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information. No such transactions occurred in the prior period.
Miscellaneous Operating Expense

Miscellaneous operating expense related to the Other division was $36 million for the three months ended September 30, 2017, compared to $40 million for the three months ended September 30, 2016. Miscellaneous operating expense decreased in the period-to-period comparison due to the following items:
  For the Three Months Ended September 30,
(in millions) 2017 2016 Variance
Lease Rental Expense $1
 $8
 $(7)
Pension Settlement 
 4
 (4)
Bank Fees 4
 5
 (1)
UMWA Expenses 2
 3
 (1)
Workers' Compensation 1
 2
 (1)
UMWA OPEB Expense 11
 11
 
CNX Marine Terminal 5
 5
 
Closed and Idle Mines 2
 2
 
Coal Reserve Holding Costs 2
 1
 1
Severance Payments 1
 
 1
Pension Expense (2) (3) 1
Transaction Fees 6
 
 6
Other 3
 2
 1
Miscellaneous Operating Expense $36

$40
 $(4)

Lease Rental Expense decreased $7 million primarily due to the sale of certain subleased equipment in the second quarter of 2017.
Pension Settlement expense is required when lump sum distributions made for a given plan year exceed the total of the service and interest costs for that same plan year. Settlement accounting was triggered in the three months ended September 30, 2016, primarily as a result of the sale of the Buchanan Mine in the first quarter of 2016 and the sale of the Fola and Miller Creek mining complexes in the third quarter of 2016. See Note 5 - Components of Pension and OPEB Plans Net Periodic Benefit Costs in the Notes to the Unaudited Consolidated Financial Statements of this Form 10-Q for additional detail. Settlement accounting was not triggered in the current period.
Transaction Fees of $6 million are costs primarily associated with the separation of the E&P and PA Mining Operations divisions.
Other includes expenses related to the Company's water operations as well as miscellaneous corporate activity. The increase was due to various transactions that occurred throughout both periods, none of which were individually material.

Selling, General and Administrative Costs
Selling, general and administrative costs allocated to the Other division decreased $2 million in the period-to-period comparison. Refer to the discussion of total Company selling, general and administrative costs contained in the section "Net (Loss) Income Attributable to CONSOL Energy Shareholders"of this quarterly report for more information.
Deprecation, Depletion and Amortization
Depreciation, depletion and amortization decreased $3 million in the period-to-period comparison due to changes in the asset retirement obligations at two of the Company's closed mine locations.



57


Loss on Debt Extinguishment
Loss on debt extinguishment of $2 million was recognized in the three months ended September 30, 2017 due to the redemption of the 8.25% senior notes due in April 2020 and the 6.375% senior notes due in March 2021. See Note 11 - Long-Term Debt in the Notes to the Audited Financial Statements in the Company's December 31, 2016 Form 10-K for additional information.
Interest Expense
Interest
For the Three Months Ended June 30,
(in millions)20222021VariancePercent Change
Total Interest Expense$31 $39 $(8)(20.5)%


39


The $8 million decrease in total interest expense was partially due to the Company adopting Accounting Standards Update (ASU) 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity on January 1, 2022. As part of $38 million was recognized inthe adoption, total interest expense no longer includes a non-cash interest expense component related to the Convertible Notes due May 2026. During the three months ended SeptemberJune 30, 2017, compared to $442021, total interest expense included $4 million in the three months ended September 30, 2016. The decrease of $6 millionthat was primarily dueamortized as additional non-cash interest expense related to the Company's revolving credit facility having no outstanding borrowings duringequity component of the three months ended September 30, 2017, compared to $354 million of outstanding borrowings at September 30, 2016.Convertible Notes due May 2026. The decrease was also due to the redemptionpurchase of the 2020 and 2021 senior notes$400 million 6.500% CNXM Senior Notes due March 2026 during the three monthsyear ended September 30, 2017.

Income Taxes

The effective income tax rate for continuing operations when excluding noncontrolling interest was 8,441.0% forDecember 31, 2021 offset, in part, by the three months$400 million of 4.750% CNXM Senior Notes due 2030 that were issued during the year ended September 30, 2017, compared to 46.7% for the three months ended September 30, 2016. The effective rates for the three months ended September 30, 2017 and 2016 were calculated using the annual effective rate projections on recurring earnings and include tax liabilities related to certain discrete transactions. The effective tax rate is different from the U.S. federal statutory rate of 35% primarily due to the income tax benefit for excess percentage depletion.December 31, 2021. See Note 7 - Income Taxes of9 – Long-Term Debt in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.

Income Taxes
 For the Three Months Ended June 30,
(in millions)20222021VariancePercent Change
Total Company Income (Loss) Before Income Tax$47 $(446)$493 110.5 %
Income Tax Expense (Benefit)$14 $(92)$106 115.2 %
Effective Income Tax Rate28.9 %20.6 %8.3 %

The effective income tax rate was 28.9% for the three months ended June 30, 2022 compared to 20.6% for the three months ended June 30, 2021. The effective rate for the three months ended June 30, 2022 differs from the U.S. federal statutory rate of 21% primarily due to the impact of the partial repurchase of the Convertible Notes, equity compensation and state income taxes. The effective rate for the three months ended June 30, 2021 differs from the U.S. federal statutory rate of 21% primarily due to the impact of equity compensation and state income taxes (See Note 4 – Income Taxes in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information).

40
 For the Three Months Ended September 30,
(in millions)2017 2016 Variance 
Percent
Change
Total Company Earnings Before Income Tax Excluding Noncontrolling Interest$
 $113
 $(113) (100.0)%
Income Tax Expense$27
 $53
 $(26) (49.1)%
Effective Income Tax Rate8,441.0% 46.7% 8,394.3%  



58




Results of Operations - NineSix Months Ended SeptemberJune 30, 20172022 Compared with NineSix Months Ended SeptemberJune 30, 20162021

Net Income (Loss) Attributable to CONSOL Energy ShareholdersLoss
CONSOL EnergyCNX reported net income attributable to CONSOL Energy shareholders of $104 million, or earnings of $0.45 per diluted share, for the nine months ended September 30, 2017, compared to a net loss attributable to CONSOL Energy shareholders of $542$890 million, or a loss per diluted share of $2.36,$4.52, for the ninesix months ended SeptemberJune 30, 2016.
 For the Nine Months Ended September 30,
(Dollars in thousands)2017 2016 Variance
Income (Loss) from Continuing Operations$114,671
 $(214,770) $329,441
Loss from Discontinued Operations, net
 (322,747) 322,747
Net Income (Loss)$114,671
 $(537,517) $652,188
Less: Net Income Attributable to Noncontrolling Interest10,567
 4,541
 6,026
Net Income (Loss) Attributable to CONSOL Energy Shareholders$104,104
 $(542,058) $646,162

CONSOL Energy consists of two principal business divisions: Exploration and Production (E&P) and Pennsylvania (PA) Mining Operations. The E&P division includes four reportable segments: Marcellus, Utica, Coalbed Methane (CBM) and Other Gas.

The E&P division had earnings before income tax of $154 million for the nine months ended September 30, 2017,2022, compared to a net loss before income tax of $156$256 million, or a loss per diluted share of $1.16, for the ninesix months ended SeptemberJune 30, 2016. 2021.

Included in the 2017 earnings before income taxloss for the six months ended June 30, 2022 was an unrealized gainloss on commodity derivative instruments of $142 million$1,578 million. Included in the loss for the six months ended June 30, 2021 was an unrealized loss on commodity derivative instruments of $497 million.

Non-GAAP Financial Measures

CNX's management uses certain non-GAAP financial measures for planning, forecasting and gain on saleevaluating business and financial performance, and believes that they are useful for investors in analyzing the company. Although these are not measures of assetsperformance calculated in accordance with generally accepted accounting principles (GAAP), management believes that these financial measures are useful to an investor in evaluating CNX because these metrics are widely used to evaluate a natural gas company’s operating performance. Sales of $165 millionNatural Gas, NGL and Oil, including cash settlements excludes the impacts of changes in the fair value of commodity derivative instruments prior to settlement, which are often volatile, and only includes the impact of settled commodity derivative instruments. Sales of Natural Gas, NGL and Oil, including cash settlements also excludes purchased gas revenue and other revenue and operating income, which are not directly related to CNX’s natural gas producing activities. Natural Gas, NGL and Oil Production Costs excludes certain expenses that are not directly related to CNX’s natural gas producing activities and are managed outside our production operations (See Note 3 - Acquisitions and Dispositions13 – Segment Information in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information). IncludedThese expenses include, but are not limited to, interest expense, other operating expense and other corporate expenses such as selling, general and administrative costs. We believe that Sales of Natural Gas, NGL and Oil, including cash settlements, Natural Gas, NGL and Oil Production Costs and Natural Gas, NGL and Oil Production Margin (which is derived by subtracting Natural Gas, NGL and Oil Production Costs from Sales of Natural Gas, NGL and Oil, including cash settlements) provide useful information to investors for evaluating period-to-period comparisons of earnings trends. These metrics should not be viewed as a substitute for measures of performance that are calculated in the 2016 net loss before income tax was an unrealized loss on commodity derivative instrumentsaccordance with GAAP. In addition, because all companies do not calculate these measures identically, these measures may not be comparable to similarly titled measures of $149 millionother companies.

Non-GAAP Financial Measures Reconciliation
For the Six Months Ended June 30,
(Dollars in millions)20222021
Total Revenue and Other Operating (Loss) Income$(493)$346 
Add (Deduct):
Purchased Gas Revenue(92)(50)
Loss on Commodity Derivative Instruments1,578 497 
Other Revenue and Operating Income(46)(50)
Sales of Natural Gas, NGL and Oil, including Cash Settlements, a Non-GAAP Financial Measure$947 $743 
Total Operating Expense$653 $581 
Add (Deduct):
Depreciation, Depletion and Amortization (DD&A) - Corporate(7)(6)
   Exploration and Production Related Other Costs(6)(5)
Purchased Gas Costs(91)(47)
Selling, General and Administrative Costs(62)(52)
Other Operating Expense(32)(31)
Natural Gas, NGL and Oil Production Costs, a Non-GAAP Financial Measure1
$455 $440 
1 Natural Gas, NGL and gain on saleOil production costs consists primarily of assets of $10 million.lease operating expense, production ad valorem and other fees, transportation, gathering and compression and production related depreciation, depletion and amortization.





41


Selected Natural Gas, NGL and Oil Production Financial Data

The following table presents a breakoutsummary of net liquidour total sales volumes, sales of natural gas, NGL and oil including cash settlements, natural gas, NGL and oil production costs and natural gas, sales informationNGL and oil production margin related to assistour production operations on a total company basis (See Non-GAAP Financial Measures Reconciliation for the reconciliation to the most directly comparable financial measures calculated and presented in accordance with GAAP):

For the Six Months Ended June 30,
20222021Variance
in MillionsPer Mcfein MillionsPer Mcfein MillionsPer Mcfe
Total Sales Volumes (Bcfe)*293.2 278.5 14.7 
Natural Gas, NGL and Oil Revenue$1,748 $6.14 $751 $2.70 $997 $3.44 
Loss on Commodity Derivative Instruments - Cash Settlement - Gas(801)(2.91)(8)(0.03)(793)(2.88)
Sales of Natural Gas, NGL and Oil, including Cash Settlements, a Non-GAAP Financial Measure947 3.23 743 2.67 204 0.56 
Lease Operating Expense30 0.10 20 0.07 10 0.03 
Production, Ad Valorem, and Other Fees20 0.07 13 0.05 0.02 
Transportation, Gathering and Compression177 0.60 161 0.58 16 0.02 
Depreciation, Depletion and Amortization (DD&A)228 0.78 246 0.88 (18)(0.10)
Natural Gas, NGL and Oil Production Costs, a Non-GAAP Financial Measure455 1.55 440 1.58 15 (0.03)
Natural Gas, NGL and Oil Production Margin, a Non-GAAP Financial Measure$492 $1.68 $303 $1.09 $189 $0.59 
*NGLs and Oil/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 NGL, condensate, and natural gas prices.

The 14.7 Bcfe increase in volumes in the understanding of the Company’s natural gas production and sales portfolio.
  For the Nine Months Ended September 30,
 in thousands (unless noted) 2017 2016 Variance Percent Change
LIQUIDS        
NGLs:        
Sales Volume (MMcfe) 26,527
 31,020
 (4,493) (14.5)%
Sales Volume (Mbbls) 4,421
 5,170
 (749) (14.5)%
Gross Price ($/Bbl) $21.30
 $12.78
 $8.52
 66.7 %
Gross Revenue $94,139
 $66,161
 $27,978
 42.3 %
         
Oil:        
Sales Volume (MMcfe) 307
 308
 (1) (0.3)%
Sales Volume (Mbbls) 51
 51
 
 (0.3)%
Gross Price ($/Bbl) $45.30
 $35.34
 $9.96
 28.2 %
Gross Revenue $2,321
 $1,818
 $503
 27.7 %
         
Condensate:        
Sales Volume (MMcfe) 2,070
 4,263
 (2,193) (51.4)%
Sales Volume (Mbbls) 345
 711
 (366) (51.4)%
Gross Price ($/Bbl) $36.24
 $26.94
 $9.30
 34.5 %
Gross Revenue $12,495
 $19,147
 $(6,652) (34.7)%
         
GAS        
Sales Volume (MMcf) 259,368
 257,534
 1,834
 0.7 %
Sales Price ($/Mcf) $2.71
 $1.82
 $0.89
 48.9 %
  Gross Revenue $703,556
 $468,399
 $235,157
 50.2 %
         
Hedging Impact ($/Mcf) $(0.24) $0.79
 $(1.03) (130.4)%
  (Loss) Gain on Commodity Derivative Instruments - Cash Settlement $(61,717) $203,303
 $(265,020) (130.4)%


59



The E&P division's natural gas, NGLs, and oil sales were $813 million for the nine months ended September 30, 2017, compared to $555 million for the nine months ended September 30, 2016. The increaseperiod-to-period comparison was primarily due to the 48.9% increase inturn-in-line of new wells throughout 2021 and the average gas sales price per Mcf without the impactfirst half of derivative instruments,2022. The increases were offset in part by the 1.6% decrease in total E&P sales volumes.normal production declines.

The E&P division's sales volumes, average sales price (including the effects of derivative instruments), and average costs for all active E&P operations were as follows: 
 For the Nine Months Ended September 30,
 2017 2016 Variance 
Percent
Change
E&P Sales Volumes (Bcfe)288.3
 293.1
 (4.8) (1.6)%
        
Average Sales Price (per Mcfe)$2.60
 $2.59
 $0.01
 0.4 %
Average Costs (per Mcfe)2.25
 2.35
 (0.10) (4.3)%
Average Margin$0.35
 $0.24
 $0.11
 45.8 %

The increase in average sales price was primarily the result of a $0.89 Mcf improvement in general 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 $1.03 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 decreasedLease operating expense increased on a per-unitper unit basis primarily due to a reduction in Marcellus rates as a result of an increase in the Company's Marcellus reserves. See Note 9 - Property, Plantrepairs and Equipmentmaintenance expense and an increase in water disposal costs.
Production, ad valorem and other fees increased on a per unit basis as a result of the Notesincreased realized prices on natural gas and natural gas liquids.
Transportation, Gathering and Compression increased primarily due to the Unaudited Consolidated Financial Statementsan increase in Item 1 of this Form 10-Q for additional information.gathering system repairs and maintenance expense and an increase in electrical compression expense.
Lease operatingDepreciation, depletion and amortization expense decreased on a per unit basis in the period-to-period comparison due to a decrease in well tending costslower annual depletion rate primarily resulting from low cost reserve additions from development during the 2021 period.





















42


Average Realized Price Reconciliation

The following table presents a breakout of liquids and salt water disposal costs, as well as a decrease in both Company operatednatural gas sales information and joint venture operated repairs and maintenance costs.
Transportation, gathering and compression expense increased on a per unit basissettled derivative information to assist in the period-to-period comparison primarily due to anunderstanding of the Company’s natural gas production and sales portfolio and information regarding settled commodity derivatives:
For the Six Months Ended June 30,
 in thousands (unless noted)20222021VariancePercent Change
LIQUIDS
NGL:
Sales Volume (MMcfe)17,351 15,937 1,414 8.9 %
Sales Volume (Mbbls)2,892 2,656 236 8.9 %
Gross Price ($/Bbl)$44.46 $27.60 $16.86 61.1 %
Gross NGL Revenue$128,570 $73,384 $55,186 75.2 %
Oil/Condensate:
Sales Volume (MMcfe)698 1,091 (393)(36.0)%
Sales Volume (Mbbls)116 182 (66)(36.3)%
Gross Price ($/Bbl)$86.46 $49.11 $37.35 76.1 %
Gross Oil/Condensate Revenue$10,060 $8,932 $1,128 12.6 %
NATURAL GAS
Sales Volume (MMcf)275,144 261,515 13,629 5.2 %
Sales Price ($/Mcf)$5.85 $2.56 $3.29 128.5 %
  Gross Natural Gas Revenue$1,609,401 $668,358 $941,043 140.8 %
Hedging Impact ($/Mcf)$(2.91)$(0.03)$(2.88)(9,600.0)%
Loss on Commodity Derivative Instruments - Cash Settlement$(801,233)$(7,954)$(793,279)(9,973.3)%

The increase in wetgross revenue was primarily the result of the $3.29 per Mcf increase in natural gas processing costsprices, when excluding the impact of hedging, the $16.86 per Bbl increase in NGL prices and the 14.7 Bcfe increase in sales volumes. These increases were offset, in-part, by the impact of the change in the realized loss on commodity derivative instruments related to an increase in wet gas mix, as well as an increase in the CONE gathering rate offset, in part, by a decrease in firm transportation rates. See Note 17 - Related Party Transactions ofCompany's hedging program.










43


SEGMENT ANALYSIS for the Notessix months ended June 30, 2022 compared to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.six months ended June 30, 2021:

For the Six Months EndedDifference to Six Months Ended
 June 30, 2022June 30, 2021
 (in millions)ShaleCBMOtherTotalShaleCBMOtherTotal
Natural Gas, NGLs and Oil Revenue$1,604 $143 $$1,748 $929 $68 $— $997 
Loss on Commodity Derivative Instruments(738)(63)(1,578)(2,379)(731)(62)(1,081)(1,874)
Purchased Gas Revenue— — 92 92 — — 42 42 
Other Revenue and Operating Income35 — 11 46 (3)— (1)(4)
Total Revenue and Other Operating Income (Loss)901 80 (1,474)(493)195 (1,040)(839)
Lease Operating Expense22 — 30 (1)10 
Production, Ad Valorem, and Other Fees15 — 20 — 
Transportation, Gathering and Compression153 23 177 10 16 
Depreciation, Depletion and Amortization197 26 12 235 (17)(4)(17)
Exploration and Production Related Other Costs— — — — 
Purchased Gas Costs— — 91 91 — — 44 44 
Selling, General and Administrative Costs— — 62 62 — — 10 10 
Other Operating Expense— — 32 32 — — 
Total Operating Expense387 62 204 653 60 72 
Other Expense— — — — (5)(5)
Gain on Asset Sales and Abandonments, net— — (20)(20)— — (10)(10)
Loss on Debt Extinguishment— — 13 13 — — 13 13 
Interest Expense— — 58 58 — — (18)(18)
Total Other Expense— — 56 56 — — (20)(20)
Total Costs and Expenses387 62 260 709 40 52 
Earnings (Loss) Before Income Tax$514 $18 $(1,734)$(1,202)$189 $— $(1,080)$(891)

















44


SHALE SEGMENT

The PA Mining Operations divisionShale segment had earnings before income tax of $132$514 million for the ninesix months ended SeptemberJune 30, 2017,2022 compared to earnings before income tax of $80$325 million for the ninesix months ended SeptemberJune 30, 2016.2021.
Sales tons, average sales price and average cost of goods sold per ton for the PA Mining Operations division were as follows:
 For the Nine Months Ended September 30,
 2017 2016 Variance 
Percent
Change
Company Produced PA Mining Operations Tons Sold (in millions)19.9
 17.5
 2.4
 13.7%
        
Average Sales Price per ton sold$45.26
 $42.60
 $2.66
 6.2%
Average Cost of Goods Sold per ton sold35.51
 34.53
 0.98
 2.8%
Average Margin$9.75
 $8.07
 $1.68
 20.8%

The increase in overall tons sold was primarily due to increased demand from the Company's domestic power plant customers, in part due to higher natural gas prices. The higher average sales price per ton sold in the 2017 period was primarily the result of a tighter supply-demand balance in the international thermal and crossover metallurgical coal markets that the PA Mining Operations complex serves.

The PA Mining Operations division priced 5.9 million tons on the export market for the nine months ended September 30, 2017, compared to 4.2 million tons for the nine months ended September 30, 2016. All other tons were sold on the domestic market.



60



Changes in the average cost of goods sold per ton were primarily driven by: an increase in production tons to meet market demand; the timing of certain belt and maintenance projects; additional operating expenses incurred at the Bailey Mine resulting from permitting issues; and adverse geological conditions at the Enlow Fork Mine.
The Other division includes other business activities not assigned to the E&P or PA Mining Operations divisions, as well as any income tax benefit or expense. The Other division had a net loss of $171 million for the nine months ended September 30, 2017, compared to a net loss of $139 million for the nine months ended September 30, 2016.
Selling, general and administrative (SG&A) costs are charged to the PA Mining Operations division based upon a shared service agreement between CONSOL Energy and CNX Coal Resources LP (CNXC). The shared service agreement calls for CONSOL Energy to provide certain selling, general and administrative services that are paid for monthly, based on an agreed upon fixed fee that is reset at least annually. See Note 17 - Related Party Transactions of the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information. The remaining SG&A costs are allocated between the E&P, PA Mining Operations and Other divisions based primarily on a percentage of total revenue and a percentage of total projected capital expenditures.

SG&A costs are excluded from E&P and PA Mining Operations unit costs. SG&A costs were $122 million for the nine months ended September 30, 2017, compared to $105 million for the nine months ended September 30, 2016. SG&A costs increased due to the following items:
 For the Nine Months Ended September 30,
 (in millions)2017 2016 Variance 
Percent
Change
Short-Term Incentive Compensation$18
 $12
 $6
 50.0 %
Stock-Based Compensation28
 24
 4
 16.7 %
Consulting and Professional Services14
 11
 3
 27.3 %
Employee Wages and Related Expenses41
 41
 
  %
Rent6
 6
 
  %
Advertising and Promotion1
 4
 (3) (75.0)%
Other14
 7
 7
 100.0 %
Total Company Selling, General and Administrative Costs

$122
 $105
 $17
 16.2 %

The increase in Short-Term Incentive Compensation was a result of higher anticipated payouts in the current period, primarily related to the PA Mining Operations division.
Stock-Based Compensation expense increased $4 million in the period-to-period comparison primarily due to additional non-cash amortization recorded in the current period for employees who received awards under the Performance Share Unit (PSU) program.
The increase in Consulting and Professional Services was primarily due to an increase in legal fees in the period-to-period comparison.
The increase in Other was primarily due to a credit of $5 million related to the portion of Total Company SG&A that was allocated to discontinued operations in the nine months ended September 30, 2016. No such transactions occurred in the current period.

Total Company long-term liabilities, such as Other Post-Employment Benefits (OPEB), the salary retirement plan, workers' compensation, Coal Workers' Pneumoconiosis (CWP) and long-term disability are actuarially calculated for the Company as a whole. In general, the expenses are then allocated to the segments based upon criteria specific to each liability. Total CONSOL Energy continuing operations expense related to actuarial liabilities was $41 million for the nine months ended September 30, 2017, compared to $57 million for the nine months ended September 30, 2016. See Note 14 - Pension and Other Postretirement Benefits Plans and Note 15 - Coal Workers' Pneumoconiosis (CWP) and Workers' Compensation in the Notes to the Audited Consolidated Financial Statements in Item 8 of the Company's December 31, 2016 Form 10-K, and Note 5 - Components of Pension and OPEB Plans Net Periodic Benefit Costs and Note 6 - Components of CWP and Workers' Compensation Net Periodic Benefit Costs in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional details.



61



TOTAL E&P DIVISION ANALYSIS for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016:
The E&P division had earnings before income tax of $154 million for the nine months ended September 30, 2017 compared to a loss before income tax of $156 million for the nine months ended September 30, 2016. Variances by individual E&P segment are discussed below.
 For the Nine Months Ended Difference to Nine Months Ended
 September 30, 2017 September 30, 2016
 (in millions)Marcellus Utica CBM 
Other
Gas
 Total E&P Marcellus Utica CBM 
Other
Gas
 
Total
E&P
Natural Gas, NGLs and Oil Sales$477
 $136
 $157
 $43
 $813
 $190
 $21
 $34
 $13
 $258
(Loss) Gain on Commodity Derivative Instruments(43) (2) (13) 138
 80
 (164) (27) (57) 274
 26
Purchased Gas Sales
 
 
 33
 33
 
 
 
 4
 4
Miscellaneous Other Income
 
 
 52
 52
 
 
 
 (9) (9)
Gain on Sale of Assets
 
 
 165
 165
 
 
 
 155
 155
Total Revenue and Other Income434
 134
 144
 431
 1,143
 26
 (6) (23) 437
 434
Lease Operating Expense23
 14
 19
 8
 64
 (4) (3) 1
 (4) (10)
Production, Ad Valorem, and Other Fees9
 3
 6
 2
 20
 (4) (1) 2
 (1) (4)
Transportation, Gathering and Compression184
 33
 49
 14
 280
 13
 (4) (5) (4) 
Depreciation, Depletion and Amortization159
 50
 61
 18
 288
 5
 (14) (5) (9) (23)
Exploration and Production Related Other Costs
 
 
 34
 34
 
 
 
 29
 29
Purchased Gas Costs
 
 
 32
 32
 
 
 
 3
 3
Other Corporate Expenses
 
 
 68
 68
 
 
 
 2
 2
Impairment of Exploration and Production Properties
 
 
 138
 138
 
 
 
 138
 138
Selling, General and Administrative Costs


 
 
 63
 63
 
 
 
 (11) (11)
Total Exploration and Production Costs375
 100
 135
 377
 987
 10
 (22) (7) 143
 124
Interest Expense
 
 
 2
 2
 
 
 
 
 
Total E&P Division Costs375
 100
 135
 379
 989
 10
 (22) (7) 143
 124
Earnings (Loss) Before Income Tax$59
 $34
 $9
 $52
 $154
 $16
 $16
 $(16) $294
 $310



62



MARCELLUS SEGMENT
The Marcellus segment had earnings before income tax of $59 million for the nine months ended September 30, 2017 compared to earnings before income tax of $43 million for the nine months ended September 30, 2016.
 For the Nine Months Ended September 30,
 2017 2016 Variance 
Percent
Change
Marcellus Gas Sales Volumes (Bcf)156.1
 135.3
 20.8
 15.4 %
NGLs Sales Volumes (Bcfe)*18.1
 18.7
 (0.6) (3.2)%
Condensate Sales Volumes (Bcfe)*1.2
 2.0
 (0.8) (40.0)%
Total Marcellus Sales Volumes (Bcfe)*175.4
 156.0
 19.4
 12.4 %
       

Average Sales Price - Gas (per Mcf)$2.62
 $1.79
 $0.83
 46.4 %
(Loss) Gain on Commodity Derivative Instruments - Cash Settlement- Gas (per Mcf)$(0.27) $0.89
 $(1.16) (130.3)%
Average Sales Price - NGLs (per Mcfe)*$3.35
 $1.99
 $1.36
 68.3 %
Average Sales Price - Condensate (per Mcfe)*$5.87
 $4.18
 $1.69
 40.4 %
       

Total Average Marcellus Sales Price (per Mcfe)$2.48
 $2.62
 $(0.14) (5.3)%
Average Marcellus Lease Operating Expenses (per Mcfe)0.13
 0.17
 (0.04) (23.5)%
Average Marcellus Production, Ad Valorem, and Other Fees (per Mcfe)0.05
 0.09
 (0.04) (44.4)%
Average Marcellus Transportation, Gathering and Compression costs (per Mcfe)1.05
 1.10
 (0.05) (4.5)%
Average Marcellus Depreciation, Depletion and Amortization costs (per Mcfe)0.92
 0.98
 (0.06) (6.1)%
   Total Average Marcellus Costs (per Mcfe)$2.15
 $2.34
 $(0.19) (8.1)%
   Average Margin for Marcellus (per Mcfe)$0.33
 $0.28
 $0.05
 17.9 %
 For the Six Months Ended June 30,
 20222021VariancePercent
Change
Shale Gas Sales Volumes (Bcf)252.6 236.1 16.5 7.0 %
NGLs Sales Volumes (Bcfe)*17.3 15.9 1.4 8.8 %
Oil/Condensate Sales Volumes (Bcfe)*0.7 1.1 (0.4)(36.4)%
Total Shale Sales Volumes (Bcfe)*270.6 253.1 17.5 6.9 %
Average Sales Price - Natural Gas (per Mcf)$5.80 $2.51 $3.29 131.1 %
Loss on Commodity Derivative Instruments - Cash Settlement - Gas (per Mcf)$(2.92)$(0.03)$(2.89)(9,633.3)%
Average Sales Price - NGLs (per Mcfe)*$7.41 $4.60 $2.81 61.1 %
Average Sales Price - Oil/Condensate (per Mcfe)*$14.40 $8.18 $6.22 76.0 %
Total Average Shale Sales Price (per Mcfe)$3.20 $2.64 $0.56 21.2 %
Average Shale Lease Operating Expenses (per Mcfe)0.08 0.05 0.03 60.0 %
Average Shale Production, Ad Valorem and Other Fees (per Mcfe)0.05 0.05 — — %
Average Shale Transportation, Gathering and Compression Costs (per Mcfe)0.57 0.56 0.01 1.8 %
Average Shale Depreciation, Depletion and Amortization Costs (per Mcfe)0.73 0.85 (0.12)(14.1)%
   Total Average Shale Production Costs (per Mcfe)$1.43 $1.51 $(0.08)(5.3)%
   Total Average Shale Production Margin (per Mcfe)$1.77 $1.13 $0.64 56.6 %
* NGLs and Oil/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,NGL, condensate, and natural gas prices.

The MarcellusShale segment had natural gas, NGLs and oil salesoil/condensate revenue of $477$1,604 million for the ninesix months ended SeptemberJune 30, 20172022 compared to $287$675 million for the ninesix months ended SeptemberJune 30, 2016.2021. The $190$929 million increase was due primarily to a 131.1% increase in the average sales price for natural gas, a 6.9% increase in total Shale sales volumes, and a 61.1% increase in the average sales price of NGLs. The increase in total Shale volumes was primarily due to the turn-in-line of new wells throughout 2021 and the first half of 2022, offset in part by normal production declines.

The increase in total average Shale sales price was primarily due to a $3.29 per Mcf increase in average natural gas sales price and a $2.81 per Mcfe increase in the average NGL sales price. These increases were offset in part by a $2.89 per Mcf change in the realized loss on commodity derivative instruments. The notional amounts associated with these financial hedges represented approximately 212.6 Bcf of the Company's produced Shale gas sales volumes for the six months ended June 30, 2022 at an average loss of $3.47 per Mcf hedged. For the six months ended June 30, 2021, these financial hedges represented approximately 209.4 Bcf at an average loss of $0.03 per Mcf hedged.

Total operating costs and expenses for the Shale segment were $387 million for the six months ended June 30, 2022 compared to $381 million for the six months ended June 30, 2021. The increase in total dollars and decrease in unit costs for the Shale segment were due to the following items:

Shale lease operating expenses were $22 million for the six months ended June 30, 2022 compared to $13 million for the six months ended June 30, 2021. The increases in total dollars and unit costs were primarily related to an increase in repairs and maintenance expense and an increase in water disposal costs.

Shale production, ad valorem and other fees were $15 million for the six months ended June 30, 2022 compared to $11 million for the six months ended June 30, 2021. The increase in total dollars was primarily due to increased realized prices on natural gas and natural gas liquids.


45


Shale transportation, gathering and compression costs were $153 million for the six months ended June 30, 2022 compared to $143 million for the six months ended June 30, 2021. The increase in total dollars was primarily related to an increase in total volumes gathered as well as an increase in gathering systems repairs and maintenance expense.

Depreciation, depletion and amortization costs attributable to the Shale segment were $197 million for the six months ended June 30, 2022 compared to $214 million for the six months ended June 30, 2021. These amounts included depletion on a unit of production basis of $0.63 per Mcfe and $0.74 per Mcfe, respectively. The decrease in the units of production depreciation, depletion and amortization rate in the current period is primarily the result of a lower annual depletion rate related to low-cost reserve additions from development in the 2021 period. The remaining depreciation, depletion and amortization costs were either recorded on a straight-line basis or related to asset retirement obligations.

Total Shale other revenue and operating income relates to natural gas gathering services provided to third-parties. The Shale segment had other revenue and operating income of $35 million for the six months ended June 30, 2022 compared to $38 million for the six months ended June 30, 2021. The decrease in the period-to-period comparison was primarily due to lower third-party gathering volumes due to normal production declines.

COALBED METHANE (CBM) SEGMENT
The CBM segment had earnings before income tax of $18 million for the both the six months ended June 30, 2022 and June 30, 2021.
 For the Six Months Ended June 30,
 20222021VariancePercent
Change
CBM Gas Sales Volumes (Bcf)22.5 25.3 (2.8)(11.1)%
Average Sales Price - Natural Gas (per Mcf)$6.37 $2.98 $3.39 113.8 %
Loss on Commodity Derivative Instruments - Cash Settlement - Gas (per Mcf)$(2.78)$(0.03)$(2.75)(9,166.7)%
Total Average CBM Sales Price (per Mcf)$3.58 $2.95 $0.63 21.4 %
Average CBM Lease Operating Expenses (per Mcf)0.36 0.24 0.12 50.0 %
Average CBM Production, Ad Valorem and Other Fees (per Mcf)0.23 0.10 0.13 130.0 %
Average CBM Transportation, Gathering and Compression Costs (per Mcf)1.01 0.72 0.29 40.3 %
Average CBM Depreciation, Depletion and Amortization Costs (per Mcf)1.16 1.18 (0.02)(1.7)%
   Total Average CBM Production Costs (per Mcf)$2.76 $2.24 $0.52 23.2 %
   Total Average CBM Production Margin (per Mcf)$0.82 $0.71 $0.11 15.5 %
The CBM segment had natural gas revenue of $143 million for the six months ended June 30, 2022 compared to $75 million for the six months ended June 30, 2021. The $68 million increase was primarily due to a 46.4%113.8% increase in the average sales price for natural gas in the current period. The natural gas price increases were partially offset by the 11.1% decrease in CBM sales volumes due to normal production declines.

The total average CBM sales price increased $0.63 per Mcf due to a $3.39 per Mcf increase in average natural gas sales price, as well asoffset in part by a 12.4% increase in total Marcellus sales volumes. The increase in sales volumes was primarily due to the termination of the Marcellus Joint Venture with Noble Energy$2.75 per Mcf change 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 9 - Property, Plant and Equipment in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q 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 due to a $1.16 per Mcf decrease in the (loss) gainrealized loss on commodity derivative instruments resulting from the Company's hedging program. The notional amounts associated with these financial hedges represented approximately 152.218.0 Bcf of the Company's produced Marcellus gasCBM sales volumes for the ninesix months ended SeptemberJune 30, 20172022 at an average loss of $0.28$3.46 per Mcf.Mcf hedged. For the ninesix months ended SeptemberJune 30, 2016,2021, these financial hedges represented approximately 120.521.5 Bcf at an average gainloss of $1.00$0.03 per Mcf.Mcf hedged.


Total explorationoperating costs and production costsexpenses for the MarcellusCBM segment were $375$62 million for the ninesix months ended SeptemberJune 30, 20172022 compared to $365$56 million for the ninesix months ended SeptemberJune 30, 2016.2021. The increaseincreases in total dollars and decrease in unit costs for the MarcellusCBM segment were due to the following items:


MarcellusCBM lease operating expense was $23$8 million for the ninesix months ended SeptemberJune 30, 20172022 compared to $27$6 million for the ninesix months ended SeptemberJune 30, 2016.2021. The decreaseincreases in total dollars wasand unit costs were primarily due to a reduction of salt water disposal, well tendingincreases in repairs and equipment rental expense in the current period. The decrease in unit costs was due to the decrease in total dollars, as well as the 12.4% increase in total Marcellus sales volumes.maintenance expense.


46


MarcellusCBM production, ad valorem and other fees were $9$5 million for the ninesix months ended SeptemberJune 30, 20172022 compared to $13$2 million for the ninesix months ended SeptemberJune 30, 2016.2021. The decreaseincreases in total dollars wasand unit costs were 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 theincreased realized prices on natural gas.



63



increase in average gas sales price. The decrease in unit costs was due to the decrease in total dollars described above, as well as 12.4% increase in total Marcellus sales volumes.

MarcellusCBM transportation, gathering and compression costs were $184$23 million for the ninesix months ended SeptemberJune 30, 20172022 compared to $171$18 million for the ninesix months ended SeptemberJune 30, 2016.2021. The increaseincreases in total dollars was primarily related to an increase in CONE gathering fees due to the 15.4% increase in Marcellus gas sales volumes (See Note 17 - Related Party Transactions of the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information) offset, in part, by a decrease in firm transportation expense due to a decrease in rates. The decrease inand unit costs waswere primarily due to the reductionincreases in firm transportation rates.repairs and maintenance expense and electrical compression expense.


Depreciation, depletion and amortization costs attributable to the MarcellusCBM segment were $159$26 million for the ninesix months ended SeptemberJune 30, 20172022 compared to $154$30 million for the ninesix months ended SeptemberJune 30, 2016. The period-to-period increase in total dollars was driven primarily by the increase in production. The increase was offset, in part, by a decrease in overall Marcellus rates primarily due to an increase in the Company's Marcellus reserves following the joint venture termination in the fourth quarter of 2016.2021. These amounts included depletion on a unit of production basis of $0.90$0.64 per Mcfe and $0.97$0.66 per Mcfe, respectively. The decrease in the units of production depreciation, depletion and amortization rate was due to a lower annual depletion rate. The remaining depreciation, depletion and amortization costs were either recorded on a straight-line basis or related to gas well closing.asset retirement obligations.

UTICAOTHER SEGMENT


The Utica segment had earnings before income tax of $34 million for the nine months ended September 30, 2017 compared to earnings before income tax of $18 million for the nine months ended September 30, 2016.
 For the Nine Months Ended September 30,
 2017 2016 Variance 
Percent
Change
Utica Gas Sales Volumes (Bcf)39.8
 54.0
 (14.2) (26.3)%
NGLs Sales Volumes (Bcfe)*8.4
 12.3
 (3.9) (31.7)%
Oil Sales Volumes (Bcfe)*0.1
 
 0.1
 100.0 %
Condensate Sales Volumes (Bcfe)*0.9
 2.3
 (1.4) (60.9)%
Total Utica Sales Volumes (Bcfe)*49.2
 68.6
 (19.4) (28.3)%
        
Average Sales Price - Gas (per Mcf)$2.43
 $1.40
 $1.03
 73.6 %
(Loss) Gain on Commodity Derivative Instruments - Cash Settlement- Gas (per Mcf)$(0.06) $0.46
 $(0.52) (113.0)%
Average Sales Price - NGLs (per Mcfe)*$3.96
 $2.35
 $1.61
 68.5 %
Average Sales Price - Oil (per Mcfe)*$7.41
 $
 $7.41
 100.0 %
Average Sales Price - Condensate (per Mcfe)*$6.25
 $4.77
 $1.48
 31.0 %
        
Total Average Utica Sales Price (per Mcfe)$2.73
 $2.04
 $0.69
 33.8 %
Average Utica Lease Operating Expenses (per Mcfe)0.28
 0.25
 0.03
 12.0 %
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)0.68
 0.54
 0.14
 25.9 %
Average Utica Depreciation, Depletion and Amortization Costs (per Mcfe)1.02
 0.94
 0.08
 8.5 %
   Total Average Utica Costs (per Mcfe)$2.04
 $1.78
 $0.26
 14.6 %
   Average Margin for Utica (per Mcfe)$0.69
 $0.26
 $0.43
 165.4 %

*NGLs, Oil and Condensate are converted to Mcfe at the rate of one barrel equals six Mcf based upon the approximate relative energy content ofOther Segment includes nominal shallow oil and natural gas production 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 $136 million for the nine months ended September 30, 2017 compared to $115 million for the nine months ended September 30, 2016. The $21 million increase was primarily duesignificant to the 73.6% increase in average gas sales price, offset, in part, by the 28.3% decrease in total Utica sales volumes. The decrease in total Utica sales volumes primarily related to normal well declines in both Company operated and joint venture operated areas, as well as temporary shut-ins for additional drilling and maintenance.


64




The increase in the total average Utica sales price was primarily due to a $1.03 per Mcf increase in average gas sales price, offset, in part, by a $0.52 per Mcf decrease in the (loss) gain on commodity derivative instruments in the current period. The notional amounts associated with these financial hedges represented approximately 19.3 Bcf ofCompany. It also includes the Company's produced Utica gas sales volumes for the nine months ended September 30, 2017 at an average loss of $0.11 per Mcf. For the nine months ended September 30, 2016, these financial hedges represented approximately 24.6 Bcf at an average gain of $1.00 per Mcf.

Total exploration and production costs for the Utica segment were $100 million for the nine months ended September 30, 2017 compared to $122 million for the nine months ended September 30, 2016. The decrease in total dollars and increase in unit costs for the Utica segment were due to the following items:

Utica lease operating expense was $14 million for the nine months ended September 30, 2017 compared to $17 million for the nine months ended September 30, 2016. The decrease in total dollars was primarily due to a decrease in well tending costs as well as a decrease in both Company operated and joint venture operated repairs and maintenance costs. The increase in unit costs was due to the 28.3% decrease in total Utica sales volumes, offset, in part, by the decrease in total dollars described above.

Utica production, ad valorem, and other fees were $3 million for the nine months ended September 30, 2017 compared to $4 million for the nine months ended September 30, 2016. The decrease in total dollars was primarily due to an adjustment that was made in the current year related to the Company's proportionate share of ad valorem taxes in our joint venture partners operated area. The increase in unit costs was primarily due to the 28.3% decrease in total Utica sales volumes, offset, in part, by the decrease in total dollars described above.

Utica transportation, gathering and compression costs were $33 million for the nine months ended September 30, 2017 compared to $37 million for the nine months ended September 30, 2016. The $4 million decrease in total dollars was primarily related to a decrease in utilized firm transportation expense, as well as the shift to lower cost dry Utica. The increase in unit costs was due to an increase in processing rates in our joint venture partners operated area.

Depreciation, depletion and amortization costs attributable to the Utica segment were $50 million for the nine months ended September 30, 2017 compared to $64 million for the nine months ended September 30, 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 $9 million for the nine months ended September 30, 2017 compared to earnings before income tax of $25 million for the nine months ended September 30, 2016.
 For the Nine Months Ended September 30,
 2017 2016 Variance 
Percent
Change
CBM Gas Sales Volumes (Bcf)49.4
 51.6
 (2.2) (4.3)%
        
Average Sales Price - Gas (per Mcf)$3.19
 $2.38
 $0.81
 34.0 %
(Loss) Gain on Commodity Derivative Instruments - Cash Settlement- Gas (per Mcf)$(0.26) $0.85
 $(1.11) (130.6)%
        
Total Average CBM Sales Price (per Mcf)$2.93
 $3.23
 $(0.30) (9.3)%
Average CBM Lease Operating Expenses (per Mcf)0.38
 0.36
 0.02
 5.6 %
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)0.99
 1.05
 (0.06) (5.7)%
Average CBM Depreciation, Depletion and Amortization Costs (per Mcf)1.27
 1.25
 0.02
 1.6 %
   Total Average CBM Costs (per Mcf)$2.75
 $2.75
 $
  %
   Average Margin for CBM (per Mcf)$0.18
 $0.48
 $(0.30) (62.5)%

The CBM segment had natural gas sales of $157 million in the nine months ended September 30, 2017 compared to $123 million for the nine months ended September 30, 2016. The $34 million increase was primarily due to a 34.0% increase in the


65



average gas sales price per Mcf, offset, in part, by a 4.3% 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 decreased $0.30 per Mcf due primarily to a $1.11 per Mcf decrease in the (loss) gain on commodity derivative instruments resulting from the Company's hedging program. The notional amounts associated with these financial hedges represented approximately 44.8 Bcf of the Company's produced CBM sales volumes for the nine months ended September 30, 2017 at an average loss of $0.28 per Mcf. For the nine months ended September 30, 2016, these financial hedges represented approximately 42.3 Bcf at an average gain of $1.04 per Mcf.

Total exploration and production costs for the CBM segment were $135 million for the nine months ended September 30, 2017 compared to $142 million for the nine months ended September 30, 2016. Unit costs remained consistent in the period-to-period comparison at $2.75 per Mcf. The decrease in total dollars was due to the following items:
CBM lease operating expense was $19 million for the nine months ended September 30, 2017 compared to $18 million for the nine months ended September 30, 2016. The increase in total dollars was primarily related to an increase in water disposal costs and joint venture partner billings. Unit costs increased in the current period, due to both the increase in total dollars and the decrease in CBM sales volumes.

CBM production, ad valorem, and other fees were $6 million for the nine months ended September 30, 2017 compared to $4 million for the nine months ended September 30, 2016. The increase in total dollars was primarily related to the increase in average sales price. Unit costs increased in the current period, due to both the increase in total dollars and the decrease in CBM sales volumes.

CBM transportation, gathering and compression costs were $49 million for the nine months ended September 30, 2017 compared to $54 million for the nine months ended September 30, 2016. The $5 million decrease was primarily related to lower employee-related costs, a decrease in power expense related to an effort to minimize the number of compressors needed and a decrease in utilized firm transportation expense resulting from the decrease in CBM sales volumes. Unit costs were also positively impacted by the decrease in total dollars which was offset, in part, by the decrease in CBM sales volumes.

Depreciation, depletion and amortization costs attributable to the CBM segment were $61 million for the nine months ended September 30, 2017 compared to $66 million for the nine months ended September 30, 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.



66



OTHER GAS SEGMENT

The Other Gas segment had earnings before income tax of $52 million for the nine months ended September 30, 2017 compared to a loss before income tax of $242 million for the nine months ended September 30, 2016.
 For the Nine Months Ended September 30,
 2017 2016 Variance Percent
Change
Other Gas Sales Volumes (Bcf)14.1
 16.6
 (2.5) (15.1)%
Oil Sales Volumes (Bcfe)*0.2
 0.3
 (0.1) (33.3)%
Total Other Sales Volumes (Bcfe)*14.3
 16.9
 (2.6) (15.4)%
        
Average Sales Price - Gas (per Mcf)$2.83
 $1.68
 $1.15
 68.5 %
(Loss) Gain on Commodity Derivative Instruments - Cash Settlement- Gas (per Mcf)$(0.26) $0.84
 $(1.10) (131.0)%
Average Sales Price - Oil (per Mcfe)*$7.64
 $5.99
 $1.65
 27.5 %
        
Total Average Other Sales Price (per Mcfe)$2.63
 $2.58
 $0.05
 1.9 %
Average Other Lease Operating Expenses (per Mcfe)0.62
 0.65
 (0.03) (4.6)%
Average Other Production, Ad Valorem, and Other Fees (per Mcfe)0.14
 0.13
 0.01
 7.7 %
Average Other Transportation, Gathering and Compression Costs (per Mcfe)0.93
 1.03
 (0.10) (9.7)%
Average Other Depreciation, Depletion and Amortization Costs (per Mcfe)1.03
 1.62
 (0.59) (36.4)%
   Total Average Other Costs (per Mcfe)$2.72
 $3.43
 $(0.71) (20.7)%
   Average Margin for Other (per Mcfe)$(0.09) $(0.85) $0.76
 89.4 %

*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,activities, unrealized gain or loss on commodity derivative instruments, exploration and production related other costs, unutilized firm transportationas well as various other expenses that are managed outside the Shale and processing fees, other corporate expensesCBM segments such as SG&A, interest expense and miscellaneous operational activity not assigned toincome taxes.

The Other Segment had a specific E&P 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 $43loss before income tax of $1,734 million for the ninesix months ended SeptemberJune 30, 20172022 compared to $30a loss before income tax of $654 million for the ninesix months ended SeptemberJune 30, 2016.2021. The increasedecrease in natural gas, NGLs and oil sales primarily related tototal dollars is discussed below.
 For the Six Months Ended June 30,
 20222021VariancePercent Change
Other Gas Sales Volumes (Bcf)0.1 0.1 — — %

Loss on Commodity Derivative Instruments

For the $1.15 per Mcf increase in the average gas sales price. Total exploration and production costs related to these other sales were $42 million for the ninesix months ended SeptemberJune 30, 2017 compared to $60 million for2022, the nine months ended September 30, 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 of the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information).

The Other Gas segmentSegment recognized an unrealized gain on commodity derivative instruments of $142 million for the nine months ended September 30, 2017 compared to an unrealized loss on commodity derivative instruments of $149 million for$1,578 million. For the ninesix months ended SeptemberJune 30, 2016.2021, the Other Segment recognized an unrealized loss on commodity derivative instruments of $497 million. The unrealized gain/loss or gain 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. In addition, the Other

Purchased Gas segment had a realized loss of $4 million for the nine months ended September 30, 2017 compared to a realized gain of $13 million for the nine months ended September 30, 2016 related to the cash settlement of commodity hedges.


Purchased gas volumes represent volumes of natural gas purchased at market prices from third-parties and then resold in order to fulfill contracts with certain customers.customers and to balance supply. Purchased gas sales revenues were $33revenue was $92 million for the ninesix months ended SeptemberJune 30, 20172022 compared to $29$50 million for the ninesix months ended SeptemberJune 30, 2016.2021. Purchased gas costs were $32$91 million for the ninesix months ended SeptemberJune 30, 20172022 compared to $29$47 million for the ninesix months ended SeptemberJune 30, 2016.


67



 For the Nine Months Ended September 30,
 2017 2016 Variance 
Percent
Change
Purchased Gas Sales Volumes (in Bcfe)12.8
 15.7
 (2.9) (18.5)%
Average Sales Price (per Mcfe)$2.55
 $1.82
 $0.73
 40.1 %
Average Cost (per Mcfe)$2.52
 $1.82
 $0.70
 38.5 %

Miscellaneous other income was $52 million for the nine months ended September 30, 2017 compared to $61 million for the nine months ended September 30, 2016.2021. The $9 million decreaseperiod-to-period increase in purchased gas revenue was due to the following items:an increase in averages sales price, offset in part by a decrease in purchased gas sales volumes.
 For the Six Months Ended June 30,
20222021VariancePercent Change
Purchased Gas Sales Volumes (in Bcf)15.3 16.7 (1.4)(8.4)%
Average Sales Price (per Mcf)$6.03 $3.01 $3.02 100.3 %
Purchased Gas Average Cost (per Mcf)$5.93 $2.81 $3.12 111.0 %











47


 For the Nine Months Ended September 30,
(in millions)2017 2016 Variance Percent
Change
Right of Way Sales$1
 $11
 $(10) (90.9)%
Equity in Earnings of Affiliates35
 41
 (6) (14.6)%
Gathering Revenue8
 8
 
  %
Other8
 1
 7
 700.0 %
Total Miscellaneous Other Income$52
 $61
 $(9) (14.8)%
Other Operating Income

For the Six Months Ended June 30,
(in millions)20222021VariancePercent Change
Water Income$$$(1)(25.0)%
Excess Firm Transportation Income— — %
Equity Income from Affiliates— — %
Total Other Operating Income$11 $12 $(1)(8.3)%
Right of Way Sales relate to an initiative to generate additional
Excess firm transportation income represents revenue from the Company'ssale of excess firm transportation capacity to third-parties. The Company obtains firm pipeline transportation capacity to enable gas production to flow uninterrupted as sales volumes increase. In order to minimize this unutilized surface rights.firm transportation expense, CNX is able to release (sell) unutilized firm transportation capacity to other parties when possible and when beneficial. The decreaserevenue from released capacity helps offset the Unutilized Firm Transportation and Processing Fees in the period to period comparison was due to a decrease in sales.Total Other Operating Expense.
Equity in Earningsincome from affiliates primarily consists of Affiliates decreased $6 million due to a decrease inCNX's share of earnings from CONE Midstream Partners, LP and CONE Gathering, LLC. See Note 17 - Related Party Transactionsa 50% interest in a power plant located within CNX’s CBM field. Power generated from the facility is sold into wholesale electricity markets during times of the Notespeak energy consumption. Due to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Qplant consuming low carbon intensity coal mine methane gas, the plant qualifies for additional information.Pennsylvania Tier I Renewable Energy Credits.

Gain on sale of assets was a gain of $165 million for the nine months ended September 30, 2017 compared to a gain of $10 million for the nine months ended September 30, 2016. The $155 million increase was primarily due to the sale of approximately 6,300 net undeveloped acres in Ohio and the sale of approximately 11,100 net undeveloped acres in Pennsylvania in the current period. See Note 3 - Acquisitions and Dispositions in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.


Exploration and production related other costs were $34 millionProduction Related Other Costs
 For the Six Months Ended June 30,
(in millions)20222021VariancePercent Change
Seismic Activity$$— $100.0 %
Land Rentals$$$100.0 %
Permitting Expense$— $$(1)(100.0)%
Lease Expiration Costs(2)(66.7)%
Total Exploration and Production Related Other Costs$$$20.0 %

Seismic activity expense for the nine months ended September 30, 2017 compared to $5 million for the nine months ended September 30, 2016. The $29 million increase is duecurrent period primarily relates to the following items:acquisition of three-dimensional seismic data.
 For the Nine Months Ended September 30,
(in millions)2017 2016 Variance 
Percent
Change
Lease Expiration Costs$30
 $1
 $29
 2,900.0 %
Land Rentals3
 2
 1
 50.0 %
Permitting Expense1
 
 1
 100.0 %
Other
 2
 (2) (100.0)%
Total Exploration and Other Costs$34
 $5
 $29
 580.0 %

Lease Expiration Costsexpiration costs relate to leases where the primary term expired. The $29 million increase inexpired or will expire within the nine months ended September 30, 2017 was primarily due to leases in Monroe Countynext 12 months.

Selling, General and Noble County, Ohio that were no longer in the Company's future drilling plans so they were not renewed.Administrative ("SG&A")



SG&A costs include costs such as overhead, including employee labor and benefit costs, short-term incentive compensation, costs of maintaining our headquarters, audit and other professional fees, charitable contributions and legal compliance expenses. SG&A costs also include non-cash long-term equity-based compensation expense.

For the Six Months Ended June 30,
(in millions)20222021VariancePercent Change
Contributions and Advertising$$$300.0 %
Short-Term Incentive Compensation40.0 %
Salaries, Wages and Employee Benefits15 13 15.4 %
Long-Term Equity-Based Compensation (Non-Cash)11 11 — — %
Other25 22 13.6 %
Total SG&A$62 $52 $10 19.2 %










68



Other corporate expenses were $68 million for the nine months ended September 30, 2017 compared to $66 million for the nine months ended September 30, 2016. The $2 million increaseContributions and advertising increased in the period-to-period comparison was made up ofprimarily due to an increase in charitable contributions.
Short-term incentive compensation increased in the following items:period-to-period comparison primarily due to an increase in expected payout.
Salaries, wages and employee benefits increased in the period-to-period comparison primarily due an increase in employee wages and employee benefit expense.
Other increased in the period-to-period comparison primarily due to an increase in professional services and consulting fees related to cyber security, legal matters and regulatory reporting.


48


 For the Nine Months Ended September 30,
(in millions)2017 2016 Variance 
Percent
Change
Unutilized Firm Transportation and Processing Fees$38
 $25
 $13
 52.0 %
Litigation Expense3
 3
 
  %
Insurance Expense2
 2
 
  %
Severance Expense1
 1
 
  %
Idle Rig Fees16
 27
 (11) (40.7)%
Other8
 8
 
  %
Total Other Corporate Expenses$68
 $66
 $2
 3.0 %
Other Operating Expense

 For the Six Months Ended June 30,
(in millions)20222021VariancePercent Change
Litigation Settlements$$— $100.0 %
Insurance Expense— — %
Unutilized Firm Transportation and Processing Fees27 28 (1)(3.6)%
Other(1)(50.0)%
Total Other Operating Expense$32 $31 $3.2 %

Unutilized Firm Transportationfirm transportation and Processing Feesprocessing fees represent pipeline transportation capacity the E&P segment has obtained to enable gas production to flow uninterrupted as sales volumes increase, as well as additional processing capacity for NGLs. In some instances, the Company may have the opportunity to realize more favorable net pricing by strategically choosing to sell natural gas liquids. Theinto a market or to a customer that does not require the use of the Company’s own firm transportation capacity. Such sales would result in an increase in the period-to-period comparison was primarily due to the decrease in the utilization of the capacity.unutilized firm transportation expense. The Company attempts to minimize this expense by releasing (selling) unutilized firm transportation capacity to other parties when possible and when beneficial.
Idle Rig Fees are fees related to the temporary idling of some of the Company's natural gas rigs. The total idle rig expense incurred by the Company has decreased by $11 million for the current period as compared to the prior year period due to an increase in drilling activity as a direct result of the recovery in natural gas pricing.

Impairment of Exploration and Production Properties of $138 million for the nine months ended September 30, 2017 related to an impairment in the carrying value of Knox Energy in the second quarter of 2017 (see Note 9 - Property Plant and Equipment of the Notes to the Audited Consolidated Financial Statements in Item 1 ofrevenue received when this Form 10-Q for additional information). No such impairments occurred in the prior year.

Selling, general and administrative (SG&A) costs are allocated to the total E&P division based on percentage of total revenue and percentage of total projected capital expenditures. SG&A costs were $63 million for the nine months ended September 30, 2017 compared to $74 million for the nine months ended September 30, 2016. Refer to the discussion of total company selling, general and administrative costs contained in the section "Net Income (Loss) Attributable to CONSOL Energy Shareholders"of this quarterly report for a detailed cost explanation.

Interest expense related to the E&P division remained consistent at $2 million for the nine months ended September 30, 2017 and September 30, 2016. Interest incurred by the Other Gas segment primarily relates to a capital lease.



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TOTAL PA MINING OPERATIONS DIVISION ANALYSIS for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016:
The PA Mining Operations division's principal activities consist of mining, preparation and marketing of thermal coal to power generators. The division also includes selling, general and administrative costs, as well as various other activities assigned to the PA Mining Operations division but notcapacity is released (sold) is included in the cost components on a per unit basis.

The PA Mining Operations division had earnings before income tax of $132 million for the nine months ended September 30, 2017, compared to earnings before income tax of $80 million for the nine months ended September 30, 2016. Variances are discussed below.
 For the Nine Months Ended September 30,
 (in millions)2017 2016 Variance
Sales:     
Coal Sales$899
 $744
 $155
Freight Revenue52
 34
 18
Miscellaneous Other Income19
 10
 9
Gain on Sale of Assets6
 
 6
Total Revenue and Other Income976
 788
 188
Operating Costs and Expenses:     
Operating Costs588
 489
 99
Depreciation, Depletion and Amortization118
 114
 4
Total Operating Costs and Expenses706
 603
 103
Other Costs and Expenses:     
Other Costs21
 33
 (12)
Depreciation, Depletion and Amortization7
 11
 (4)
Total Other Costs and Expenses28
 44
 (16)
Freight Expense52
 34
 18
Selling, General and Administrative Costs51
 20
 31
Total PA Mining Operations Costs837
 701
 136
Interest Expense7
 7
 
Total PA Mining Operations Division Expense844
 708
 136
Earnings Before Income Tax$132
 $80
 $52

The PA Mining Operations coal revenue and cost components on a per unit basis for these periods were as follows:
 For the Nine Months Ended September 30,
 2017 2016 Variance 
Percent
Change
Company Produced PA Mining Operations Tons Sold (in millions)19.9
 17.5
 2.4
 13.7 %
Average Sales Price Per PA Mining Operations Ton Sold$45.26
 $42.60
 $2.66
 6.2 %
        
Total Operating Costs Per Ton Sold$29.57
 $28.05
 $1.52
 5.4 %
Total Depreciation, Depletion and Amortization Costs Per Ton Sold5.94
 6.48
 (0.54) (8.3)%
     Total Costs Per PA Mining Operations Ton Sold$35.51
 $34.53
 $0.98
 2.8 %
     Average Margin Per PA Mining Operations Ton Sold$9.75
 $8.07
 $1.68
 20.8 %
Coal Sales
PA Mining Operations coal sales were $899 million for the nine months ended September 30, 2017, compared to $744 million for the nine months ended September 30, 2016. The $155 million increase was attributable to a 2.4 million increaseExcess Firm Transportation Income in tons sold and a $2.66 per ton higher average sales price. The increase in tons sold was primarily due to increased demand from the Company's domestic power plant customers, in part due to higher natural gas prices, and increased demand in thermal export markets. The


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higher average sales price per ton sold in the 2017 period was primarily the result of a tighter supply-demand balance in the international thermal and crossover metallurgical coal markets that the PA Mining Operations complex serves. The API2 index (the benchmark price reference for coal imported into northwest Europe) was up more than 50% in 2017 period compared to the year-ago period and the global coking coal prices were up by an even greater percentage in the period-to-period comparison.
Freight Revenue and Freight Expense
Freight revenue is the amount billed to customers for transportation costs incurred. This revenue is based on the weight of coal shipped, negotiated freight rates and method of transportation, primarily rail, used by the customers to which the Company contractually provides transportation services. Freight revenue is completely offset by freight expense. Freight revenue and freight expense were both $52 million for the nine months ended September 30, 2017, compared to $34 million in the nine months ended September 30, 2016. The $18 million increase was due to increased shipments where transportation services were contractually provided.

MiscellaneousTotal Other Income

Miscellaneous other income increased $9 million in the period-to-period comparison, primarily a result of current year transactions related to: a customer contract buyout in the amount of $8 million and an increase in sales of externally purchased coal for blending purposes only. This increase was partially offset by a coal contract buyout in the amount of $6 million during the nine months ended September 30, 2016.

Gain on Sale of Assets

Gain on sale of assets increased $6 million in the period-to-period comparison primarily due to the sale of certain coal rights during the nine months ended September 30, 2017.
Operating Costs and Expenses
Operating costs and expenses are comprised of costs related to produced tons sold, along with changes in both the volumes and carrying values of coal inventory. Operating costs and expenses include items such as direct operating costs, royalty and production taxes, employee-related expenses and depreciation, depletion, and amortization costs. Total operating costs and expenses for the PA Mining Operations division were $706 million for the nine months ended September 30, 2017, or $103 million higher than the $603 million for the nine months ended September 30, 2016. Total costs per PA Mining Operations ton sold were $35.51 per ton for the nine months ended September 30, 2017, compared to $34.53 per ton for the nine months ended September 30, 2016. The increase in the cost of coal sold was primarily driven by an increase in production tons to meet market demand, the timing of certain belt and maintenance projects, additional operating expenses incurred at the Bailey Mine resulting from permitting issues and adverse geological conditions at the Enlow Fork Mine. The average cost per ton sold also increased due to additional costs related to an increase in development mining footage, offset, in part, by a 4% improvement in productivity, as measured by tons per employee-hour, during the nine months ended September 30, 2017, compared to the year earlier period.

Other Costs and Expenses

Other costs and expenses include items that are assigned to the PA Mining Operations division but are not included in unit costs, such as coal reserve holding costs and purchased coal costs. Total other costs and expenses decreased $16 million in the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016.Income. The decrease was primarily attributable to prior year costs related to: the temporary idling of one longwall at the PA Mining Operations complex to optimize the production schedule; and discretionary 401(k) contributions. This decrease was partially offset by a current period increase in costs related to externally purchased coal for blending purposes only and current year severance costs related to organizational restructuring.
Selling, General and Administrative Costs
Upon execution of the CNXC IPO, CNXC entered into a service agreement with CONSOL Energy that requires CONSOL Energy to provide certain selling, general and administrative services. These services are paid monthly based on an agreed upon fixed fee that is reset at least annually. See Note 17 - Related Party Transactions of the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information. An additional portion of CONSOL Energy's SG&A costs are allocated to the PA Mining Operations division based on a percentage of total revenue and a percentage of total projected capital expenditures. The amount of selling, general and administrative costs related to PA Mining Operations was $51 million for the nine months ended September 30, 2017, compared to $20 million for the nine months ended September 30, 2016. Refer


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to the discussion of total Company selling, general and administrative costs contained in the section "Net Income (Loss) Attributable to CONSOL Energy Shareholders"of this quarterly report for a detailed cost explanation.

Interest Expense

Interest expense, net of amounts capitalized, of $7 million for the nine months ended September 30, 2017 and 2016 is primarily comprised of interest on the CNXC revolving credit facility that was drawn upon after the CNXC IPO on July 7, 2015.

OTHER DIVISION ANALYSIS for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016:

The Other division includes various corporate and diversified business activities that are not allocated to the E&P or PA Mining Operations divisions. The diversified business activities include CNX Marine Terminal, closed and idle mine activities, water operations, selling, general and administrative activities, income tax expense (benefit), as well as various other non-operated activities.

The Other division had a loss before income tax of $131 million for the nine months ended September 30, 2017, compared to a loss before income tax of $211 million for the nine months ended September 30, 2016. The Other division also includes total Company income tax expense related to continuing operations of $40 million for the nine months ended September 30, 2017, compared to an income tax benefit of $72 million for the nine months ended September 30, 2016.

 For the Nine Months Ended September 30,
 (in millions)2017 2016 Variance 
Percent
Change
Other Outside Sales$46
 $21
 $25
 119.0 %
Miscellaneous Other Income45
 43
 2
 4.7 %
Gain on Sale of Assets26
 3
 23
 766.7 %
Total Revenue117
 67
 50
 74.6 %
Miscellaneous Operating Expense117
 127
 (10) (7.9)%
Selling, General, and Administrative Costs
9
 11
 (2) (18.2)%
Depreciation, Depletion and Amortization1
 4
 (3) (75.0)%
Loss on Debt Extinguishment1
 
 1
 100.0 %
Interest Expense120
 136
 (16) (11.8)%
Total Other Costs248
 278
 (30) (10.8)%
Loss Before Income Tax(131) (211) 80
 (37.9)%
Income Tax Expense (Benefit)40
 (72) 112
 (155.6)%
Net Loss$(171) $(139) $(32) 23.0 %

Other Outside Sales
Other outside sales consists of sales from CNX Marine Terminal, which is located on 200 acres in the port of Baltimore and provides access to international coal markets. CNX Marine Terminal sales were $46 million for the nine months ended September 30, 2017, compared to $21 million for the nine months ended September 30, 2016. The $25 million increase in the period-to-period comparison was primarily due to an increase in throughput rates and tonsutilization of firm transportation capacity in the current period.year due to production increases in 2022 compared to 2021.



Other Expense

 For the Six Months Ended June 30,
 (in millions)20222021VariancePercent Change
Other Income
Right-of-Way Sales$$$100.0 %
Other300.0 %
Total Other Income$$$200.0 %
Other Expense
Bank Fees$$$(1)(16.7)%
Professional Services— — %
Other Corporate Expense— — %
Total Other Expense$11 $12 $(1)(8.3)%
       Total Other Expense$$10 $(5)(50.0)%






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Miscellaneous Other Income

MiscellaneousTotal other income was $45 million for the nine months ended September 30, 2017, compared to $43 million for the nine months ended September 30, 2016. The change is due to the following items:

  For the Nine Months Ended September 30,
(in millions) 2017 2016 Variance
Royalty Income $16
 $7
 $9
Interest Income 9
 1
 8
Equity in Earnings of Affiliates 
 1
 (1)
Right of Way Sales 3
 6
 (3)
Rental Income 14
 27
 (13)
Other Income 3
 1
 2
Total Miscellaneous Other Income $45
 $43
 $2

Royalty Income related to non-operated coal properties increased $9 million in the period-to period comparison primarily due to an increase in third-party activity and higher coal prices in the current period. Payments were also received in the current period under the terms of the royalty agreement related to the Buchanan Mine sale. See Note 2-Discontinued Operations in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional details.
Interest Income increased $8 million in the period-to-period comparison primarily due to income tax refunds received in the current period related to prior period income tax filings.increased right-of-way sales and various other one-time items.
Right of Way Sales relate to an initiative to generate additional revenue from the Company's unutilized surface rights.
The decrease of $3 million in the period-to-period comparison was due to fewer sales in the current period.
Rental Income decreased $13 million primarily due to a decrease in lease payments received as a result of the sale of certain subleased equipment in the current period.


Gain on SaleAsset Sales and Abandonments, net

A gain on asset sales of Assets
Gain on sale of assets increased $23$20 million in the period-to-period comparison primarily duerelated to the sale of Powhatan #4 coal reservesvarious non-core assets (primarily rights-of-way, surface acreage and other non-core oil and gas interests) was recognized in the sale of approximately 22,000 surface acres in Colorado during the ninesix months ended SeptemberJune 30, 2017.2022 compared to a gain of $10 million in the six months ended June 30, 2021.

Loss on Debt Extinguishment

A loss on debt extinguishment of $13 million was recognized in the six months ended June 30, 2022 in connection with the purchase of a portion of the Convertible Notes due May 2026. See Note 3 - Acquisitions and Dispositions9 – Long-Term Debt in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information. No such transactions occurred in the prior period.


















7349




Miscellaneous Operating Expense

Miscellaneous operating expense related to the Other division was $117 million for the nine months ended September 30, 2017, compared to $127 million for the nine months ended September 30, 2016. Miscellaneous operating expense decreased in the period-to-period comparison due to the following items:
 For the Nine Months Ended September 30,
(in millions)2017 2016 Variance
Pension Settlement$
 $17
 $(17)
Lease Rental Expense11
 23
 (12)
Litigation Expense1
 4
 (3)
Workers' Compensation3
 5
 (2)
Closed and Idle Mines6
 7
 (1)
UMWA Expenses6
 7
 (1)
UMWA OPEB Expense33
 33
 
Bank Fees13
 13
 
Severance Payments1
 1
 
Coal Reserve Holding Costs5
 4
 1
CNX Marine Terminal15
 13
 2
Pension Expense(6) (10) 4
Transaction Fees20
 
 20
Other9
 10
 (1)
Miscellaneous Operating Expense$117
 $127
 $(10)

Pension Settlement expense is required when lump sum distributions made for a given plan year exceed the total of the service and interest costs for that same plan year. Settlement accounting was triggered in the nine months ended September 30, 2016, primarily as a result of the sale of the Buchanan Mine in the first quarter of 2016 and the sale of the Fola and Miller Creek mining complexes in the third quarter of 2016. See Note 5 - Components of Pension and OPEB Plans Net Periodic Benefit Costs in the Notes to the Unaudited Consolidated Financial Statements of this Form 10-Q for additional detail. Settlement accounting was not triggered in the current period.
Lease Rental Expense decreased $12 million primarily due to the sale of certain subleased equipment in the current period.
Pension Expense increased $4 million in the period-to-period comparison due to modifications made to the actuarial calculation of net periodic benefit cost at the beginning of each year. See Note 14 - Pension and Other Postretirement Benefit Plans in the Notes to the Audited Financial Statements in the Company's December 31, 2016 Form 10-K for additional information.
Transaction Fees of $20 million are costs primarily associated with the separation of the E&P and PA Mining Operations divisions.

Selling, General and Administrative Costs
Selling, general and administrative costs allocated to the Other division decreased $2 million in the period-to-period comparison. Refer to the discussion of total Company selling, general and administrative costs contained in the section "Net Income (Loss) Attributable to CONSOL Energy Shareholders"of this quarterly report for more information.
Deprecation, Depletion and Amortization
Depreciation, depletion and amortization decreased $3 million in the period-to-period comparison due to changes in the asset retirement obligations at two of the Company's closed mine locations.
Loss on Debt Extinguishment
Loss on debt extinguishment of $1 million was recognized in the nine months ended September 30, 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 11 - Long-Term Debt in the Notes to the Audited Financial Statements in the Company's December 31, 2016 Form 10-K for additional information.


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Interest Expense

For the Six Months Ended June 30,
(in millions)20222021VariancePercent Change
Total Interest Expense$58 $76 $(18)(23.7)%
Interest
The $18 million decrease in total interest expense of $120 million was recognized in the nine months ended September 30, 2017, compared to $136 million in the nine months ended September 30, 2016. The decrease of $16 million was primarily due to the Company's revolving credit facility having no outstanding borrowingspurchase of the $400 million 6.500% CNXM Senior Notes due March 2026 during the nine monthsyear ended September 30, 2017, compared to $354December 31, 2021 offset, in part, by the $400 million of outstanding borrowings at September 30, 2016.4.750% CNXM Senior Notes due 2030 that were issued during the year ended December 31, 2021. The decrease was also due to the payoff of a portionCompany adopting Accounting Standards Update (ASU) 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity on January 1, 2022. As part of the 2022 senior notes andadoption, total interest expense no longer includes a non-cash interest expense component related to the redemptionConvertible Notes due May 2026. During the six months ended June 30, 2021, total interest expense included $8 million that was amortized as additional non-cash interest expense related to the equity component of the 2020 and 2021 senior notes during the nine months ended September 30, 2017.

Income Taxes

The effective income tax rate for continuing operations when excluding noncontrolling interest was 27.7% for the nine months ended September 30, 2017, compared to 24.7% for the nine months ended September 30, 2016. The effective rates for the nine months ended September 30, 2017 and 2016 were calculated using the annual effective rate projections on recurring earnings and include tax liabilities related to certain discrete transactions. The effective tax rate differs from the U.S. federal statutory rate of 35% primarilyConvertible Notes due to the income tax benefit for excess percentage depletion.May 2026. See Note 7 - Income Taxes of9 – Long-Term Debt in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.

 For the Nine Months Ended September 30,
(in millions)2017 2016 Variance 
Percent
Change
Total Company Earnings (Loss) Before Income Tax Excluding Noncontrolling Interest$144
 $(291) $435
 (149.5)%
Income Tax Expense (Benefit)$40
 $(72) $112
 (155.6)%
Effective Income Tax Rate27.7% 24.7% 3.0%  
Income Taxes

 For the Six Months Ended June 30,
(in millions)20222021VariancePercent Change
Total Company Loss Before Income Tax$(1,202)$(311)$(891)286.5 %
Income Tax Benefit$(312)$(55)$(257)467.3 %
Effective Income Tax Rate26.0 %17.6 %8.4 %



The effective income tax rate was 26.0% for the six months ended June 30, 2022 compared to 17.6% for the six months ended June 30, 2021. The effective rate for the six months ended June 30, 2022 differs from the U.S. federal statutory rate of 21% primarily due to the impact of the partial repurchase of the Convertible Notes, equity compensation and state income taxes. The effective rate for the six months ended June 30, 2021 differs from the U.S. federal statutory rate of 21% primarily due to the impact of equity compensation and state income taxes. See Note 4 – Income Taxes in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.
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Liquidity and Capital Resources

CONSOL Energy
Overview, Sources and Uses
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, CONSOL Energy entered into a five year Credit Agreement for a $2.0 billion senior secured revolving credit facility, which expires on June 18, 2019. In October 2017, the Company's lending group reaffirmed the $2.0 billion borrowing base of the facility. The facility is secured by substantially all of the assets of CONSOL Energy and certain of its subsidiaries. CONSOL Energy's credit facility allows for up to $2.0 billion of borrowings, which includes a $750 million letters of credit aggregate sub-limit. CONSOL Energy 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 CONSOL Energy'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 CONSOL Energy and certain of its subsidiaries, excluding CNXC. The interest coverage ratio was 5.46 to 1.00 at September 30, 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, and 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. This calculation also excludes all of CNXC's current assets, current liabilities and revolver availability. The current ratio was 3.09 to 1.00 at September 30, 2017. Affirmative and negative covenants in the facility limit the Company's ability to dispose of assets, make investments, purchase or redeem CONSOL Energy 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. The facility permits CONSOL Energy to separate its natural gas and coal businesses if the leverage ratio (which, is essentially the ratio of debt to EBITDA) of the natural gas business immediately after the separation would not be greater than 2.75 to 1.00. At September 30, 2017, the facility had no borrowings outstanding and $314 million of letters of credit outstanding, leaving $1,686 million of unused capacity. From time to time, CONSOL Energy is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies' statutes and regulations. CONSOL Energy sometimes uses letters of credit to satisfy these requirements and these letters of credit reduce the Company's borrowing facility capacity.
In April 2016, the facility was amended to require 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 CONE Gathering, LLC, and CONE Midstream Partners, LP as collateral to secure loans under the credit agreement.
In October 2017, the facility was amended to allow for the spin-off of CONSOL Mining, a subsidiary of the Company that will hold the coal business. At the time of the spin-off, the Company must be in compliance with a total net leverage ratio less than 3.50 to 1.00 on a pro forma standalone basis, and the lenders’ commitments to the facility will be reduced from $2.0 billion to $1.5 billion. The borrowing base will be unchanged from $2.0 billion. The amendment will be effective upon the consummation of the spin-off.     
Uncertainty in the financial markets brings additional potential risks to CONSOL Energy. 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, CONSOL Energy regularly monitors the creditworthiness of its customers and counterparties and manages credit exposure through payment terms, credit limits, prepayments and security. CONSOL Energy believes that its current group of customers is financially sound and represents no abnormal business risk.

CONSOL EnergyCNX currently 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, if any, and to provide required letters of credit.credit for the current fiscal year. Nevertheless, the ability of CONSOL EnergyCNX 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 and coal industriesindustry and other financial and business factors, including the current COVID-19 pandemic, some of which are beyond CONSOL Energy’sCNX’s control.


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In orderFrom time to manage the market risk exposure of volatile natural gas pricestime, CNX is required to post financial assurances to satisfy contractual and other requirements generated in the future, CONSOL Energy enters into various physical natural gas supply transactions with both gas marketers and end users for terms varying in length. CONSOL Energy has also entered into various natural gas and NGL swap and option transactions, which exist parallel to the underlying physical transactions. The fair valuenormal course of business. Some of these contractsassurances 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.
CNX continuously reviews its liquidity and capital resources. If market conditions were to change, for instance due to a significant decline in commodity prices and our revenue were reduced significantly or operating costs were to increase significantly, our cash flows and liquidity could be reduced.
As of June 30, 2022, CNX was in compliance with all of its debt covenants. After considering the potential effect of a net liability of $46 million at September 30, 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.significant decline in commodity prices, CNX currently expects to remain in compliance with its debt covenants.
CONSOL Energy
CNX frequently evaluates potential acquisitions. CONSOL EnergyCNX has historically 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 CONSOL EnergyCNX on terms which CONSOL EnergyCNX finds acceptable, or at all.


50


Factors that may Impact our Liquidity
The Company’s cash on hand and access to additional liquidity. Cash and cash equivalents as of June 30, 2022 and December 31, 2021 were $0.2 million and $3.6 million, respectively.
Accounts and notes receivable - trade as of June 30, 2022 and December 31, 2021 were $447.5 million and $330.1 million, respectively. Our accounts and notes receivable balance may fluctuate as of any balance sheet date depending on the prices we receive for our natural gas and NGLs and the volumes sold.
Capital expenditures are expected to range between $550.0 million to $590.0 million for the year ended December 31, 2022. For the six months ended June 30, 2022, CNX had capital expenditures of $259.0 million. Accelerated levels of inflation may lead to price increases beyond CNX’s control that could lead to CNX incurring an increase in costs in the future.
Production volumes are expected to range between 575.0 Bcfe and 605.0 Bcfe for the year ended December 31, 2022. For the six months ended June 30, 2022, CNX had production volumes of 293.2 Bcfe.
Prices for natural gas and NGLs are volatile, and an extended decline in the prices we receive for our natural gas and NGLs will adversely affect our financial condition and cash flows.
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 also enters into various financial natural gas swap transactions to manage the market risk exposure to in-basin and out-of-basin pricing. The fair value of these contracts was a net liability of $2,554 million at June 30, 2022 and a net liability of $976 million at December 31, 2021. The Company has not experienced any issues of non-performance by derivative counterparties. See Item 3, "Quantitative and Qualitative Disclosures About Market Risk" of this Form 10-Q for further discussion of our commodity risk management.

Cash Flows (in millions)
 For the Six Months Ended June 30,
 20222021Change
Cash Provided by Operating Activities$528 $459 $69 
Cash Used in Investing Activities$(232)$(240)$
Cash Used in Financing Activities$(299)$(195)$(104)
 For the Nine Months Ended September 30,
 2017 2016 Change
Cash Provided by Operating Activities$472
 $388
 $84
Cash Provided by Investing Activities$12
 $221
 $(209)
Cash Used in Financing Activities$(259) $(602) $343


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

Net incomeloss increased $652$634 million in the period-to-period comparison.
Adjustments to reconcile net incomeloss to cash provided by operating activities primarily consisted of a $292$265 million change in deferred income taxes, a $1,081 million net change in commodity derivative instruments, a $338 million changeand various other changes in discontinued operations (See Note 2 - Discontinued Operations in the Notes to the Unaudited Consolidated Financial Statements included in Item 1 of this Form 10-Q for more information), and a $184 million change in 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 9 - Property, Plant, and Equipment in the Notes to the Unaudited Consolidated Financial Statements included in Item 1 of this Form 10-Q for more information) and a $116 million change in deferred income taxes.working capital.


Cash provided byflows from investing activities changed in the period-to-period comparison primarily due to the following items:

Capital expenditures increased $271 million in the period-to-period comparison due to the following:

E&P division capital expenditures increased $256 million primarily due to increased expenditures in both the Marcellus and Utica Shale plays resulting from increased drilling activity.
PA Mining Operations division capital expenditures increased $11 million primarily due to an increase in refuse expenditures, as well as equipment purchases and various other items that occurred throughout both periods, none of which were individually material.
Other capital expenditures increased $4 million primarily due to expenditures related to the Company's water operations.

Proceeds from the sale of assets increased $388$7 million primarily due to the sale of approximately 32,900 net undeveloped acresan overall increase in Ohio, Pennsylvania,costs related to inflation and West Virginia, the sale of approximately 22,000 acresan increase in Colorado and the sale of Knox Energy all in the current period (See Note 3 - Acquisitions and Dispositions in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information).midstream expenditures.
Net DistributionsProceeds from (Investments in) Equity Affiliates changed $40asset sales increased $15 million in the period-to-period comparison primarily due to distributionsincreased sales of $18 million received from CONE Midstream Partners LPnon-core surface and distributions of $17 million from CONE Gathering LLCoil and gas interests in the ninesix months ended SeptemberJune 30, 2017. During the nine months ended September 30, 2016, $8 million of contributions were made to CONE Midstream Partners, LP and CONE Gathering LLC and distributions of $3 million were received from Buchanan Generation LLC. See Note 17 - Related Party Transactions of the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.2022.
Discontinued Operations decreased $366 million primarily as a result of the sale of the Buchanan Mine and certain other metallurgical coal reserves in the three months ended March 31, 2016. See Note 2 - Discontinued Operations of the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.


Cash used inflows from financing activities changed in the period-to-period comparison primarily due to the following items:


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In the ninesix months ended SeptemberJune 30, 2017, CONSOL Energy repurchased $1172022, CNX paid $27 million to repurchase $14 million of the 2026 Convertible Notes at an average price of 188.0% of the principal.
In the six months ended June 30, 2022, bonds, $74there were $3 million of net proceeds from the 2020 bonds and $21CNXM Credit Facility compared to $131 million of net payments during the six months ended June 30, 2021.
In the six months ended June 30, 2022, there were $58 million of net payments on the CNX Credit Facility compared to $1 million of net payments during the six months ended June 30, 2021.
In the six months ended June 30, 2021, bonds.there were $13 million of net payments on the Cardinal States Facility. See Note 11 -9 – Long-Term Debt in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.
InDuring the ninesix months ended SeptemberJune 30, 2017, there were $132022, CNX repurchased $212 million of net payments underits common stock on the CNX Coal Resources LP credit facilityopen market compared to $23$47 million of net proceeds induring the ninesix months ended SeptemberJune 30, 2016.2021.
In the nine months ended September 30, 2016, CONSOL Energy made payments on the senior secured credit facility of $598 million. No payments were made in the nine months ended September 30, 2017.


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The following is a summary of the Company's significant contractual obligations at SeptemberJune 30, 20172022 (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$47,869
 $12,438
 $682
 $
 $60,989
Gas Firm Transportation and Processing140,216
 256,428
 243,105
 540,809
 1,180,558
Long-Term Debt990
 188,457
 1,730,999
 603,591
 2,524,037
Interest on Long-Term Debt155,488
 309,037
 295,373
 58,923
 818,821
Capital (Finance) Lease Obligations9,981
 20,346
 11,184
 
 41,511
Interest on Capital (Finance) Lease Obligations2,482
 3,066
 467
 
 6,015
Operating Lease Obligations58,986
 73,105
 48,380
 66,176
 246,647
Long-Term Liabilities—Employee Related (a)67,397
 131,770
 128,972
 575,947
 904,086
Other Long-Term Liabilities (b)349,597
 79,180
 51,668
 328,133
 808,578
Total Contractual Obligations (c)$833,006
 $1,073,827
 $2,510,830
 $2,173,579
 $6,591,242
 Payments due by Year
 Less Than
1 Year
1-3 Years3-5 YearsMore Than
5 Years
Total
Purchase Order Firm Commitments$646 $— $— $— $646 
Gas Firm Transportation and Processing252,952 446,421 385,865 826,383 1,911,621 
Long-Term Debt323,277 — 1,027,020 895,481 2,245,778 
Interest on Long-Term Debt117,653 235,306 218,780 117,844 689,583 
Finance Lease Obligations637 878 397 67 1,979 
Interest on Finance Lease Obligations67 108 65 16 256 
Operating Lease Obligations40,951 77,688 39,563 22,177 180,379 
Interest on Operating Lease Obligations7,457 9,720 3,434 2,379 22,990 
Long-Term Liabilities—Employee Related (a)2,941 4,355 4,711 32,797 44,804 
Other Long-Term Liabilities (b)249,630 10,000 10,000 68,463 338,093 
Total Contractual Obligations (c)$996,211 $784,476 $1,689,835 $1,965,607 $5,436,129 
 _________________________
(a)Employee related long-term liabilities include other post-employment benefits, 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. Additional contributions to the pension trust are not expected to be significant for the remainder of 2017.
(b)Other long-term liabilities include mine reclamation and 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.

(a)Employee related long-term liabilities include salaried retirement contributions and work-related injuries and illnesses.
(b)Other long-term liabilities include royalties and other long-term liability costs.
(c)The table above does not include obligations to taxing authorities due to the uncertainty surrounding the ultimate settlement of amounts and timing of these obligations.

Debt
At SeptemberJune 30, 2017, CONSOL Energy2022, CNX had total long-term debt and capital lease obligations of $2,565$2,246 million, outstanding, including the current portion of long-term debt of $11 million.$324 million and excluding unamortized debt issuance costs. This long-term debt consisted of:
An aggregate principal amount of $1,731$700 million of 5.875% senior unsecured notes7.25% Senior Notes due in April 2022March 2027 plus $4$5 million of unamortized bond premium. Interest on the notes is payable March 14 and September 14 of each year. Payment of the principal and interest on the notes is guaranteed by most of CNX's subsidiaries but does not include CNXM (or its subsidiaries or general partner).
An aggregate principal amount of $500 million of 6.00% Senior Notes due January 2029. Interest on the notes is payable January 15 and July 15 of each year. Payment of the principal and interest on the notes is guaranteed by most of CNX's subsidiaries but does not include CNXM (or its subsidiaries or general partner).
An aggregate principal amount of $400 million of 4.75% Senior Notes due April 2030 issued by CNXM, less $5 million of unamortized bond discount. 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 mostcertain of CONSOL Energy'sCNXM's subsidiaries. CNX is not a guarantor of these notes.
An aggregate principal amount of $500$331 million of 8.00% senior unsecured notes2.25% Convertible Senior Notes due in April 2023May 2026, unless earlier redeemed, repurchased, or converted, less $5$7 million of unamortized bond discount.discount and issuance costs. Interest on the notes is payable AprilMay 1 and OctoberNovember 1 of each year. Payment of the principal and interest on the notes is guaranteed by most of CONSOL Energy’s subsidiaries.CNX's subsidiaries but does not include CNXM (or its subsidiaries or general partner).
An aggregate principal amount of $103 million of industrial revenue bonds, which were issued to finance the CNX Marine terminal, bear interest at 5.75% per annum and mature in September 2025. Interest on the industrial revenue bonds is payable March 1 and September 1 of each year. Payment of principal and interest on the notes is guaranteed by CONSOL Energy.
Advance royalty commitments of $2 million with an average interest rate of 7.73% per annum.
An aggregate principal amount of $1 million on a note maturing in March 2018.
An aggregate principal amount of $41 million of capital leases with a weighted average interest rate of 6.61% per annum.
An aggregate principal amount of $188 million in outstanding borrowings under the revolver for CNXC. CONSOL EnergyCNXM Credit Facility. Payment of the principal and interest on the CNXM Credit Facility is guaranteed by certain of CNXM's subsidiaries. CNX is not a guarantor of CNXC's revolving credit facility.the CNXM Facility.

At September 30, 2017, CONSOL Energy had noAn aggregate principal amount of $134 million in outstanding borrowings outstanding and approximately $314 million of letters of credit outstanding under the $2.0 billion senior secured revolving credit facility.CNX Credit Facility. Payment of the principal and interest on the CNX Credit Facility is guaranteed by most of CNX's subsidiaries but does not include CNXM (or its subsidiaries or general partner).



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Total Equity and Dividends
CONSOL EnergyCNX had total equity of $4,071$2,537 million at SeptemberJune 30, 2017 and $3,9412022 compared to $3,700 million at December 31, 2016.2021. See the Consolidated StatementStatements of Stockholders' Equity in Item 1 of this Form 10-Q for additional details.
The declaration and payment of dividends by CONSOL EnergyCNX is subject to the discretion of CONSOL Energy’sCNX's Board of Directors, and no assurance can be given that CONSOL EnergyCNX will pay dividends in the future. CONSOL Energy’s Board of Directors determines whetherCNX has not paid dividends will be paid quarterly. CONSOL Energy suspendedon its quarterly dividend following the sale of the Buchanan Mine, in March 2016, to further reflect the Company's increased emphasis on growth.common stock since 2016. The determination to pay dividends in the future will depend upon, among other things, general business conditions, CONSOL Energy’sCNX's financial results, contractual and legal restrictions regarding the payment of dividends by CONSOL Energy,CNX, planned investments by CONSOL EnergyCNX, and such other factors as the Board of Directors deems relevant. The Company'sCNX's revolving credit facility limits CONSOL Energy'sits ability to pay

52


dividends in excess of an annual rate of $0.50$0.10 per share when the Company's net leverage ratio exceeds 3.503.00 to 1.00 and is subject to anavailability under CNX's revolving credit facility of at least 20% of the aggregate amount up to a cumulative credit calculation set forth in the facility. The total leverage ratio was 2.93 to 1.00commitments and the cumulative credit was approximately $861 million at September 30, 2017. The calculation of this leverage ratio excludes CNXC. Thethere being no borrowing base deficiency. CNX's revolving credit facility does not permit such dividend payments in thewhen an event of default.default has occurred and is continuing. The indentures to the 20227.25% Senior Notes due March 2027 and 2023 notesthe 6.00% Senior Notes due January 2029 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 ninesix months ended SeptemberJune 30, 2017.2022.

In September 2017, CONSOL Energy’s board of directors approved a one-year share repurchase program of up to $200 million, under which approximately $81 million of the Company's common stock had been repurchased as of October 30, 2017, at an average price of approximately $16.00 per share, through a Rule 10b5-1 plan that will terminate on November 1, 2017. On October 30, 2017, the Board approved an increase in the aggregate amount of the repurchase plan to $450 million. The repurchases will 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 CONSOL's free cash flow position, leverage ratio, and capital plans.

On October 20, 2017 the Board of Directors of CONE Midstream GP LLC, the general partner of CONE Midstream Partners LP, announced the declaration of a cash distribution of $0.3025 per unit with respect to the third quarter of 2017. The distribution will be made on November 14, 2017 to unitholders of record as of the close of business on November 3, 2017. The distribution, which equates to an annual rate of $1.21 per unit, represents an increase of 3.5% over the prior quarter, and an increase of 15% over the distribution paid with respect to the third quarter of 2016.

On October 26, 2017, the Board of Directors of CNX Coal Resources LP declared a cash distribution to the Partnership's unitholders for the quarter ended September 30, 2017 of $0.5125 per common and subordinated unit. The cash distribution will be paid on November 15, 2017 to the unitholders of record at the close of business on November 8, 2017.

Off-Balance Sheet Transactions


CONSOL EnergyCNX does not maintain off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on CONSOL Energy’sthe 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 Unaudited Consolidated Financial Statements of this Form 10-Q. CONSOL Energy participates in various multi-employer benefit plans such as the UMWA Combined Benefit Fund and the UMWA 1992 Benefit Plan which generally accepted accounting principles recognize on a pay-as-you-go basis. These benefit arrangements may result in additional liabilities that are not recognized on the Consolidated Balance Sheet at September 30, 2017. The various multi-employer benefit plans are discussed in Note 16—Other Employee Benefit Plans in the Notes to the Audited Consolidated Financial Statements in Item 8 of the December 31, 2016 Form 10-K. CONSOL Energy alsoStatements. 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 onin the Consolidated Balance Sheet at SeptemberJune 30, 2017.2022. Management believes these items will expire without being funded. See Note 12—10 – Commitments and Contingent Liabilities in the Notes to the Unaudited Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional details of the various financial guarantees that have been issued by CONSOL Energy.CNX.




Critical Accounting Policies and Estimates
79



The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The preceding discussion and analysis of our consolidated results of operations and financial condition should be read in conjunction with our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. The 2021 financial statements, as part of our Form 10-K filed with the SEC, includes additional information about us, our operations, our financial condition, our critical accounting policies and accounting estimates, and should be read in conjunction with this Quarterly Report on Form 10-Q. Our significant accounting policies are described in Note 1—Significant Accounting Policies in the Notes to the Audited Consolidated Financial Statements in Item 8 of CNX's 2021 Form 10-K


Forward-Looking Statements


We are including the following cautionary statement in this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q are forward-looking statements (as defined in Section 21E of 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,”"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 Quarterly Report on Form 10-Q speak only as of the date of this Quarterly Report on Form 10-Q; we disclaim any obligation to update these statements unless required by securities law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the following:


deterioration in economic conditions in any of the industries in which our customers operate may decrease demand for our products, impair our ability to collect customer receivables and impair our ability to access capital;
prices for natural gas natural gas liquids and coalNGLs are volatile and can fluctuate widely based upon a number of factors beyond our control including oversupply relative to the demand available for our products, weather and the price and availability of alternative fuels;
an extended decline in the prices we receive for ourunsuccessful drilling efforts or continued natural gas price decreases requiring write downs of our proved natural gas liquidsproperties, or changes in assumptions impacting management’s estimates of future financial results as well as other assumptions such as movement in our stock price, weighted-average cost of capital, terminal growth rates and coal affecting our operating results and cash flows;industry
foreign currency fluctuations

53


multiples, could adversely affect the competitiveness of our coal and natural gas liquids abroad;
our customers extending existing contracts or entering into new long-term contracts for coal on favorable terms;
our reliance on major customers;
our inability to collect payments from customers if their creditworthiness declines or if they fail to honor their contracts;
the disruption of rail, barge, gathering, processing and transportation facilitiescause goodwill and other systems that deliver our natural gas, natural gas liquidsintangible assets we hold to become impaired and coalresult in material non-cash charges to market;earnings;
a loss of our competitive position because of the competitive nature of the natural gas and coal industries,industry, consolidation within the industry or a loss of our competitive position because of overcapacity in thesethe industry adversely affecting our ability to sell our products and midstream services;
deterioration in the economic conditions in any of the industries impairingin which our profitability;customers operate, a domestic or worldwide financial downturn, inflationary pressures, or negative credit market conditions;
coal users switchinghedging activities may prevent us from benefiting from price increases and may expose us to other fuelsrisks;
negative public perception regarding our Company or industry;
events beyond our control, including a global or domestic health crisis, or political or economic instability or armed conflict in orderoil and gas producing regions;
increasing attention to complyenvironmental, social and governance matters;
dependence on gathering, processing and transportation facilities and other midstream facilities owned by others, and disruption of, capacity constraints in, or proximity to pipeline systems, and any decrease in availability of pipelines or other midstream facilities;
uncertainties in estimating our economically recoverable natural gas reserves and inaccuracies in our estimates;
the high-risk nature of drilling, developing and operating 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 development or drilling;
the substantial capital expenditures required for, and commensurate risks associated with, various environmental standards related to coal combustion emissions;
the impact of potential,our development and exploration projects, 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 coal and for our securities;midstream system development;
the risks inherent in natural gas and coal 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 which could impact financial results;
decreases in the availability of, or increases in the price of, commoditiesrequired personnel, services, equipment, parts and raw materials in sufficient quantities or capital equipment used inat reasonable costs to support our coal mining and natural gas operations;
obtaining and renewing governmental permits and approvals for our natural gas and coal operations;
the effects of government regulation on the discharge into the water or air, and the disposal and clean-up of, hazardous substances and wastes generated during our natural gas and coal operations;
our ability to find adequate water sources for our use in naturalshale gas drilling and production operations, or our ability to dispose of, transport or recycle water used or removed from strata in connection with our gas operations at a reasonable cost and within applicable environmental rules;
failure to successfully estimate the effectsrate of stringent federal and state employee health and safety regulations, including the abilitydecline of regulatorsexisting reserves or to shut down our operations;
the potential for liabilities arising from environmental contaminationfind or alleged environmental contamination in connection with our past or current gas and coal operations;
the effects of mine closing, reclamation, gas well closing and certain other liabilities;
uncertainties in estimating ouracquire economically recoverable natural gas oil and coalreserves to replace our current natural gas reserves;
defects may exist in our chainlosses incurred as a result of title defects in the properties in which we invest or the loss of certain leasehold or other rights related to our midstream activities;
the impact of climate change legislation, litigation and we may incur additionalpotential, as well as any adopted, environmental regulations, including those relating to greenhouse gas emissions;
environmental regulations can increase costs associated with perfecting titleand introduce uncertainty that could adversely impact the market for natural gas rightswith potential short and long-term liabilities;
existing and future governmental laws, regulations and other legal requirements and judicial decisions 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 operations and related increase in the regulation of natural gas gathering pipelines;
changes in federal or state income tax laws or rates focused on some of our properties or failing to acquire these additional rights may result in a reduction of our estimated reserves;natural gas exploration and development;


80



the outcomes of various legal proceedings, including those which are more fully described in our reports filed under the Securities Exchange Act of 1934;Act;
exposure to employee-related long-term liabilities;
divestitures and acquisitions we anticipate may not occur or produce anticipated benefits;
joint ventures that we are party to now or in the future may restrict our flexibility, actions taken by our joint ventures may impact our financial position and operational results;
risks associated with our debt;current long-term debt obligations;
replacing our natural gas and oil reserves, which if not replaced, will cause our natural gas and oil reserves and production to decline;
declinesa decrease in our borrowing base, which could occurdecrease for a variety of reasons including lower natural gas or oil prices, declines in natural gas and oil proved reserves, asset sales and lending regulations requirements or regulations;
Risks associated with our hedging activitiesConvertible Notes, including the potential impact that the Convertible Notes may have on our reported financial results, potential dilution, our ability to raise funds to repurchase the Convertible Notes, and that provisions of the Convertible Notes could delay or prevent us from benefiting from near-term price increases and may expose us to other risks;a beneficial takeover of the Company;
changesthe potential impact of the capped call transaction undertaken in federal or state income tax laws, particularly intandem with the areaConvertible Notes issuance, including counterparty risk;
challenges associated with strategic determinations, including the allocation of percentage depletion and intangible drilling costs, could cause our financial position and profitability to deteriorate;
failure to appropriately allocate capital and other resources among ourto strategic opportunities may adversely affect our financial condition;opportunities;
failure by Murray Energyinability to satisfy liabilities it acquired from us,complete acquisitions and divestitures, or failure to perform its obligations under various arrangements, whichproduce anticipated benefits of the transaction;
there is no guarantee that we guaranteed, could materially or adversely affect our results of operations, financial position, and cash flows;
information theft, data corruption, operational disruption and/or financial loss resulting from a terrorist attack or cyber incident;
operating in a single geographic area;
certain provisions in our multi-year coal sales contracts may provide limited protection during adverse economic conditions, and may result in economic penalties or permit the customerwill continue to terminate the contract;
the majorityrepurchase shares of our common unitsstock under our current or any future share repurchase program at levels undertaken previously or at all;
we may operate a portion of our business with one or more joint venture partners or in CNX Coal Resources LPcircumstances where we are not the operator, which may restrict our operational and CONE Midstream Partners LP are subordinated,corporate flexibility and we may not receive distributionsrealize the benefits we expect to realize from CNX Coal Resources LP or CONE Midstream Partners LP;a joint venture;
with respect to the sale of the Buchanan and Amonate mines and other coal assets to Coronado IV LLC, any disruption to our business, including customer, employee and supplier relationships resulting from this transaction, and the impact of the transaction on our future operating results;
uncertainties as to the timing of the separation and whether it will be completed; the possibility that various closing conditions for the separationCONSOL Energy may not be satisfied;able to satisfy its indemnification obligations in the impactfuture and such indemnities may not be sufficient to hold us harmless from the full amount of the separationliabilities for which CONSOL Energy may be allocated responsibility;

54


cyber-incidents could have a material adverse effect on our business: the expected tax treatmentbusiness, financial condition or results of the separation; the risk that the coal and natural gas exploration and production business will not be separated successfully or such separation may be more difficult, time-consuming or costly than expected, which could result in additional demandsoperations;
our success depends on our resources, systems, procedures and controls, disruptionkey members of our ongoingmanagement and our ability to attract and retain experienced technical and other professional personnel;
terrorist activities could materially adversely affect our business and diversionresults of management's attention from other business concerns; competitive responses to the separation;operations; and
with respect to the termination of the joint venture with Noble, any disruption to our business, including customer and supplier relationships from this transaction, and the impact of the transaction on our future operating and financial results and liquidity; and
certain other factors discussedaddressed in the 2016this report and in our 2021 Form 10-K under “Risk Factors,” as updated by any subsequent Form 10-Qs, which are on file"Risk Factors".

Although forward-looking statements reflect our good faith beliefs at the Securitiestime they are made, they involve known and Exchange Commission.unknown risks, uncertainties and other factors. For more information concerning factors that could cause actual results to differ materially from those conveyed in the forward-looking statements, including, among others, that our business plans may change as circumstances warrant, please refer to the "Risk Factors" and "Forward-Looking Statements" sections of our Annual Report 2021 Form 10-K and subsequent Quarterly Reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law.




ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
81



ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


In addition to the risks inherent in operations, CONSOL EnergyCNX is exposed to financial, market, political and economic risks. The following discussion provides additional detail regarding CONSOL Energy'sCNX's exposure to the risks of changing commodity prices, interest rates and foreign exchange rates.


CONSOL EnergyCNX is exposed to market price risk in the normal course of selling natural gas and to a lesser extent in the sale of coal. CONSOL Energyliquids. CNX uses fixed-price contracts, options and derivative commodity instruments (over-the-counter swaps) to minimize exposure to market price volatility in the sale of natural gas and NGLs. CONSOL Energy sells coal under both short-term and long-term contracts with fixed price and/or indexed price contracts that reflect market value.gas. Under our risk management policy, it is not our intent to engage in derivative activities for speculative purposes. Typically, CNX "sells" swaps under which it receives a fixed price from counterparties and pays a floating market price. In order to lock in certain margins while balancing its basis hedges, during the first quarter of 2022 CNX purchased, rather than sold, financial swaps for the period April through October of 2022. In order to enhance production flexibility, during the first quarter of 2021, CNX purchased, rather than sold, financial swaps for the period April through October of 2021. Under these purchased financial swaps, CNX will pay a fixed price to and receive a floating price from its hedge counterparties.


CONSOL EnergyCNX 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 and volatility and cover underlying exposures. CONSOL Energy'sThe 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-definedpredefined risk parameters.


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

liquidity due to our risk assessment procedures and internal controls.
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 CONSOL Energy's 2016CNX's 2021 Form 10-K.

CNX's open gas derivative instruments can cause earnings volatility relative to changes in market prices until the derivative contracts are either settled or are monetized prior to settlement. At SeptemberJune 30, 2017,2022 and December 31, 2021 our open gas derivative instruments were in a net liability positionpositions with a fair valuevalues of $46 million.$2,554 million and $976 million, respectively. A sensitivity analysis has been performed to determine the incremental effect on future earnings related to open derivative instruments at SeptemberJune 30, 2017.2022 and December 31, 2021. A hypothetical 10 percent increase in future natural gas prices would have decreased the fair value of the net liability by $275$1,004 million and $625 million at SeptemberJune 30, 2017.2022 and December 31, 2021, respectively. A hypothetical 10 percent decrease in future natural gas prices would have increased the fair value of the net liability by $271$765 million and $607 million at SeptemberJune 30, 2017.2022 and December 31, 2021, respectively.
CONSOL Energy’sCNX's interest expense is sensitive to changes in the general level of interest rates in the United States. The Company uses derivative instruments to manage risk related to interest rates. These instruments change the variable-rate cash flow exposure on the debt obligations to fixed cash flows. At SeptemberJune 30, 2017, CONSOL Energy2022 and December 31, 2021, CNX had $2,358$1,910 million and $1,839 million, respectively, aggregate principal amount of debt outstanding under fixed-rate instruments, including

55


unamortized debt issuance costs of $20$15 million each. At June 30, 2022 and December 31, 2021, CNX had $322 million and $186$377 million, respectively, of debt outstanding under variable-rate instruments, including unamortized debt issuance costs of $2 million. CONSOL Energy’sinstruments. CNX’s primary exposure to market risk for changes in interest rates relates to ourCNX's revolving credit facility, under which there were no$134 million of borrowings at SeptemberJune 30, 2017,2022 and CNXC's$192 million at December 31, 2021, and CNXM's revolving credit facility, under which there were $188 million of borrowings at SeptemberJune 30, 2017.2022 and $185 million at December 31, 2021. A hypothetical 100 basis-point increase in the average rate for CONSOL Energy's and CNXC's revolving credit facilitiesCNX's variable-rate instruments would decrease pre-tax future earnings as of June 30, 2022 and December 31, 2021 by $2 million.$3 million and $4 million, respectively, on an annualized basis.


Almost allAll of CONSOL Energy’sthe Company’s transactions are denominated in U.S. dollars and, as a result, CONSOL Energyit does not have material exposure to currency exchange-rate risks.













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Natural Gas Hedging Volumes


As of October 17, 2017, ourJuly 7, 2022, 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
2022 Fixed Price Volumes*
Hedged BcfN/AN/A125.3 118.0 243.3 
Weighted Average Hedge Price per McfN/AN/A$2.34 $2.41 $2.37 
2023 Fixed Price Volumes
Hedged Bcf100.0 111.3 112.5 112.5 417.2**
Weighted Average Hedge Price per Mcf$2.66 $2.44 $2.44 $2.48 $2.47 
2024 Fixed Price Volumes
Hedged Bcf94.5 92.1 93.1 93.1 368.4**
Weighted Average Hedge Price per Mcf$2.32 $2.33 $2.33 $2.33 $2.32 
2025 Fixed Price Volumes
Hedged Bcf85.2 91.0 92.0 92.0 354.1**
Weighted Average Hedge Price per Mcf$2.39 $2.44 $2.44 $2.44 $2.41 
2026 Fixed Price Volumes
Hedged Bcf67.2 77.3 78.0 78.0 300.5 
Weighted Average Hedge Price per Mcf$2.61 $2.68 $2.68 $2.68 $2.66 
2027 Fixed Price Volumes
Hedged Bcf17.317.517.617.670.0
Weighted Average Hedge Price per Mcf$3.34 $3.34 $3.34 $3.34 $3.34 
*Excludes purchased swaps. The Company's purchased swaps are as follows:
 For the Three Months Ended  
 March 31, June 30, September 30, December 31, Total Year
2017 Fixed Price Volumes         
Hedged BcfN/A N/A N/A 83.0
 83.0
Weighted Average Hedge Price per McfN/A N/A N/A $2.63
 $2.63
2018 Fixed Price Volumes         
Hedged Bcf86.8
 84.3
 85.3
 86.0
 342.4
Weighted Average Hedge Price per Mcf$2.80
 $2.79
 $2.79
 $2.80
 $2.80
2019 Fixed Price Volumes         
Hedged Bcf59.2
 59.8
 60.5
 60.3
 239.4*
Weighted Average Hedge Price per Mcf$2.69
 $2.69
 $2.69
 $2.69
 $2.69
2020 Fixed Price Volumes         
Hedged Bcf46.2
 43.1
 43.6
 43.6
 173.5*
Weighted Average Hedge Price per Mcf$2.68
 $2.59
 $2.59
 $2.56
 $2.60
2021 Fixed Price Volumes         
Hedged Bcf31.2
 31.5
 31.9
 31.9
 126.5
Weighted Average Hedge Price per Mcf$2.34
 $2.34
 $2.34
 $2.33
 $2.34
For the Three Months Ended
September 30,December 31,
Purchased Basis Swaps20222022Total Year
Hedged Bcf$6.7 2.39.0
Weighted Average Fixed Price per Mcf$(1.13)$(1.13)$(1.13)
**Quarterly volumes do not add to annual volumes in as muchinasmuch 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.


ITEM 4.CONTROLS AND PROCEDURES

ITEM 4.CONTROLS AND PROCEDURES

Disclosure controls and procedures. CONSOL Energy, CNX, under the supervision and with the participation of its management, including CONSOL Energy’sCNX’s principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s “disclosure"disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, CONSOL Energy’sCNX’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are effective as of SeptemberJune 30, 20172022 to ensure that information required to be disclosed by CONSOL EnergyCNX 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 CONSOL EnergyCNX in such reports is

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accumulated and communicated to CONSOL Energy’sCNX’s management, including CONSOL Energy’sCNX’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.


Changes in internal controls over financial reporting. There were no changes in the Company's internal controls over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


PART II: OTHER INFORMATION


ITEM 1.LEGAL PROCEEDINGS
ITEM 1.LEGAL PROCEEDINGS
The first through the sevenththird paragraphs of Note 12—10 – Commitments and Contingent Liabilities in the Notes to the Unaudited Consolidated Financial Statements included in Item 1 of this Form 10-Q are incorporated herein by reference.



From time to time, CNX and federal, state, and local regulatory agencies that oversee CNX’s activities enter into agreements regarding notices of noncompliance. CNX is currently not aware of any significant legal or governmental proceedings contemplated to be brought against us, under the various environmental protection statutes to which the Company is subject to, that would have a material effect on future financial results.


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ITEM 1A.     RISK FACTORS

ThereThe financial conditions and operating results of the Company can be no assurance that we will complete our proposed separation into two separate publicly-traded companies: (i)affected by a natural gas exploration and production (E&P) company, and (ii) a coal company.
As previously disclosed, CONSOL Energy intendsnumber of factors, whether currently known or unknown, including but not limited to separate into two separate publicly-traded companies: (i) a natural gas exploration and production (E&P) company, and (ii) a coal company (the “spin-off”).those described in "Item 1A. Risk Factors" in CNX's 2021 Form 10-K. The Registration Statement on Form 10 relating to the spin-off has not yet been declared effective by the SEC, and completion of the spin-off is subject to various conditions. There can be no assurance that the spin-off will be completed. CONSOL Energy expects that the process of completing the proposed separation will be time-consuming and involve significant costs and expenses, which may be significantly higher than what it currently anticipates and may not yield a benefit if the separation is not completed.
There may be substantial disruption to our business and distraction of our management and employees as a result of the proposed spin-off, and the uncertainty associated with the proposed transaction may otherwise adversely impact our operations and relationships with key stakeholders.
There may be substantial disruption to our business and distraction of our management and employees from day-to-day operations because matters related to the proposed spin-off may require substantial commitments of time and resources, which could otherwise have been devoted to other opportunities that could have been beneficial to CONSOL Energy.
In addition, the uncertainty surrounding whether or when the spin-off will occur and other aspects of the spin-off, may adversely affect our ability to enter into new customer agreements or extend or expand existing customer relationships if potential and existing customers choose to wait to learn whether the transaction will proceed before committing to new, extended or expanded customer relationships with us. Similarly, suppliers, vendors and other businesses or organizations that we may seek to contract with or expand existing relationships with us may choose to wait to enter into new agreements or arrangements or change existing agreements or arrangements with us. If such uncertainty continues for a protracted period, our ability to secure new, extended or expanded customer relationships may be adversely affected, or we may be compelled to pay higher fees or incur new or higher expenses to operate and maintain our business. We cannot predict whether or when any adverse effects on our business will result from these uncertainties, but such effects, if any,risks described could materially and adversely affect our revenuesCNX's business, financial condition, cash flows, and results of operationsoperations. CNX may experience additional risks and uncertainties not currently known; or, as a result of developments occurring in the future, periods.
Furthermore, the uncertainty surrounding the potential spin-offconditions that are currently deemed to be immaterial may adversely affect our ability to attract and retain qualified personnel. We operate in an industry that currently experiences a high level of competition among different companies for qualified and experienced personnel. The uncertainty relating to the possibility of the spin-off may increase the risk that we could experience higher than normal rates of attrition or that we experience increased difficulty in attracting qualified personnel or incur higher expenses to do so. High levels of attrition among the management and employee personnel necessary to operate our business or difficulties or increased expense incurred to replace any personnel who leave, could materially adversely affect our business or results of operations.
The separation may not achieve some or all of the anticipated benefits.
CONSOL Energy may not realize some or all of the anticipated strategic, financial, operational or other benefits from the separation. As independent publicly-traded companies, the two companies will be smaller, less diversified companies with a narrower business focus and may be more vulnerable to changing market conditions, such as changes in natural gas industry, which could result in increased volatility in their cash flows, working capital and financing requirements and couldalso materially and adversely affect the respectiveCNX's business, financial condition, cash flows, and results of operations. Further, there can beThere have been no assurance thatmaterial changes to the combined valueCompany’s risk factors since the 2021 Form 10-K was filed.

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets forth repurchases of our common stock during the three months ended June 30, 2022:
ISSUER PURCHASES OF EQUITY SECURITIES
Period
Total Number of Shares Purchased (1)
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (000's omitted)
April 1, 2022-
April 30, 2022
236,981 $21.33 234,195 $858,637 
May 1, 2022-
May 31, 2022
1,496,370 $19.38 1,495,159 $829,661 
June 1, 2022-
June 30, 2022
2,101,320 $17.12 2,101,320 $793,696 
Total3,834,671 3,830,674 

(1) Includes shares withheld from employees to satisfy minimum tax withholding obligations associated with the vesting of restricted stock during the period.
(2) Shares repurchased as part of the common stockCompany's current $1,900 million share repurchase program authorized by the Board of Directors, which is not subject to an expiration date. See Note 14 – Stock Repurchase in the two publicly-traded companies will be equalNotes to or greater than what the valueUnaudited Consolidated Financial Statements in Item 1 of CONSOL Energy’s common stock would have been had the proposed separation not occurred.this Form 10-Q for more information.

ITEM 4.     MINE SAFETY DISCLOSURES
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in exhibit 95 to this quarterly report.




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ITEM 6.EXHIBITS
ITEM 6.EXHIBITS
31.110.1 
10.2 
10.3 
31.1*
31.2*
31.2
32.1 
32.1
32.2 
32.2
101.INSXBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
95101.SCH*
XBRL Taxonomy Extension Schema Document.
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document.
101101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*Interactive Data File (Form 10-Q for the quarterly period ended September 30, 2017 furnished in XBRL).XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document.
* Filed herewith

In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.


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 thereunto duly authorized.


Dated: October 31, 2017July 28, 2022
CNX RESOURCES CORPORATION
CONSOL ENERGY INC.By: 
/S/  NICHOLAS J. DEIULIIS
By: /s/    NICHOLAS J. DEIULIIS    
Nicholas J. DeIuliis
Director, Chief Executive Officer and President and Director

(Duly Authorized Officer and Principal Executive Officer)
By: 
/S/    ALAN K. SHEPARD
Alan K. Shepard
By: 
/S/    DONALD W. RUSH
Donald W. Rush
Chief Financial Officer and Executive Vice President

(Duly Authorized Officer and Principal Financial and Accounting Officer)
By:
/S/    JASON L. MUMFORD
Jason L. Mumford
By: 
/S/    C. KRISTOPHER HAGEDORN
C. Kristopher Hagedorn
Vice President and Controller
(Duly Authorized Officer and Principal Accounting Officer)



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