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 months ended March 31, 2017 are not necessarily indicative of the results that may be expected for future periods.

The Consolidated Balance Sheet at December 31, 2016 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, 2016 included in CONSOL Energy Inc.'s Annual Report on Form 10-K.

Certain amounts in prior periods, primarily relating to discontinued operations, have been reclassified to conform with the report classifications 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 intends to simplify and improve the accounting and statement of cash flow presentation for income taxes at settlement, forfeitures, and net settlements for withholding tax. The guidance is effective for public entities for fiscal years beginning after December 15, 2016. In accordance with this Update, $4,609 of additional income tax expense was recognized in the Consolidated Statements of Income for the three months ended March 31, 2017. Also in accordance with this update, the value of shares withheld for employee tax withholding purposes of $6,278 and $1,510 for the three months ended March 31, 2017 and March 31, 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 immaterial.

Basic earnings per share are computed by dividing net income attributable to CONSOL Energy Inc. ("CONSOL Energy" or the "Company") shareholders by the weighted average shares outstanding during the reporting period. Dilutive earnings per share are computed similarly to basic earnings per share, except that the weighted average shares outstanding are increased to include additional shares from stock options, performance stock options, restricted stock units and performance share units, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and performance share options were exercised, that outstanding restricted stock units and performance share units were released, and that the proceeds from such activities were used to acquire shares of common stock at the average market price during the reporting period.

The table below sets forth the share-based awards that have been excluded from the computation of the diluted earnings per share because their effect would be anti-dilutive:



	For the Three Months Ended March 31,
	2017	2016
Anti-Dilutive Options	5,472,165	5,365,686
Anti-Dilutive Restricted Stock Units	951,320	868,842
Anti-Dilutive Performance Share Units	1,762,690	113,531
Anti-Dilutive Performance Stock Options	802,804	802,804
	8,988,979	7,150,863

The table below sets forth the share-based awards that have been exercised or released:



	For the Three Months Ended March 31,
	2017	2016
Options	61,624	—
Restricted Stock Units	334,040	484,680
Performance Share Units	560,936	—
	956,600	484,680

The computations for basic and dilutive earnings per share are as follows:



	For the Three Months Ended March 31,
	2017			2016
Numerator:
Loss from Continuing Operations	$	(33,502	)	$	(43,291	)
Less: Net Income Attributable to Non-Controlling Interest	5,464			1,114
Net Loss from Continuing Operations Attributable to CONSOL Energy Shareholders	$	(38,966	)	$	(44,405	)
Loss from Discontinued Operations	—			(53,167		)
Net Loss Attributable to CONSOL Energy Shareholders	$	(38,966	)	$	(97,572	)

Denominator:
Weighted-average shares of common stock outstanding	229,817,169			229,259,228
Effect of dilutive shares	—			—
Weighted-average diluted shares of common stock outstanding	229,817,169			229,259,228
Loss per Share:
Basic (Continuing Operations)	$	(0.17	)	$	(0.19	)
Basic (Discontinued Operations)	—			(0.24		)
Total Basic	$	(0.17	)	$	(0.43	)

Dilutive (Continuing Operations)	$	(0.17	)	$	(0.19	)
Dilutive (Discontinued Operations)	—			(0.24		)
Total Dilutive	$	(0.17	)	$	(0.43	)

Changes in Accumulated Other Comprehensive Loss by component, net of tax, were as follows:



	Postretirement Benefits
Balance at December 31, 2016	$	(392,556	)
Amounts Reclassified from Accumulated Other Comprehensive Loss	3,502
Add: Other Comprehensive Loss Attributable to Non-Controlling Interest	12
Balance at March 31, 2017	$	(389,042	)

The following table shows the reclassification of adjustments out of Accumulated Other Comprehensive Loss:



	For the Three Months Ended March 31,
	2017			2016
Derivative Instruments (Note 12)
Natural Gas Price Swaps and Options	$	—		$	(15,438	)
Tax Expense	—			5,624
Net of Tax	$	—		$	(9,814	)
Actuarially Determined Long-Term Liability Adjustments* (Note 4 and Note 5)
Amortization of Prior Service Costs	$	(749	)	$	(148	)
Recognized Net Actuarial Loss	6,303			5,511
Total	5,554			5,363
Tax Benefit	(2,052		)	(2,018		)
Net of Tax	$	3,502		$	3,345