EX-99.3 15 d500008dex993.htm EX-99.3

Exhibit 99.3

CNX RESOURCES CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In December 2016, CONSOL Energy announced its intention to separate into two independent, publicly traded companies: a coal company and a natural gas exploration and production (E&P) company. The coal company includes CONSOL Energy’s (Pennsylvania Mining Corporation) PAMC Division, CONSOL Energy’s ownership interest in CNX Coal Resources LP (CNXC), CNX marine terminal at the Port of Baltimore, undeveloped coal reserves located in the Northern Appalachian, Central Appalachian and Illinois basins and certain related coal assets and liabilities (collectively, the Coal Business). CONSOL Mining Corporation was formed in Delaware on June 21, 2017 for the purpose of holding CONSOL Energy’s Coal Business. The spin-off transaction, which is expected to be tax-free to CONSOL Energy stockholders, was effected through a pro rata distribution of CONSOL Energy (formerly CONSOL Mining Corporation) stock to existing CNX Resources stockholders. On November 28, 2017, CNX Resources Corporation (CNX Resources) completed the disposition of the Coal Business pursuant to the Separation and Distribution agreement dated November 28, 2017, between CONSOL Mining Corporation and CONSOL Energy Inc. (the Separation and Distribution Agreement). In connection with the spin-off, CONSOL Energy Inc. was renamed CNX Resources Corporation and CONSOL Mining Corporation changed its name to CONSOL Energy Inc. CNX Resources will no longer consolidate the Coal Business within its financial results. Beginning in the fourth quarter of 2017, the Coal Business’ historical financial results for periods prior to the Separation Date will be reflected in CNX Resources’ consolidated financial statements as a discontinued operation.

The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2017 and unaudited pro forma condensed consolidated statements of income of CNX Resources for the nine months ended September 30, 2017 and the years ended December 31, 2016, 2015, and 2014 give effect to the spin-off. The unaudited pro forma condensed consolidated financial statements have been prepared by management of CNX Resources based upon the historical financial statements of CNX Resources and the adjustments and assumptions in the accompanying notes to the unaudited pro forma condensed consolidated financial statements.

The unaudited pro forma condensed consolidated balance sheet as of September 30, 2017 and the unaudited pro forma condensed consolidated statements of income for the nine months ended September 30, 2017 and the years ended December 31, 2016, 2015, and 2014 have been prepared to reflect the spin-off as if it had occurred on September 30, 2017 for the unaudited pro forma condensed consolidated balance sheet and January 1, 2014 for the unaudited pro forma condensed consolidated statements of income.

The unaudited pro forma condensed consolidated financial statements may not be indicative of the results that actually would have occurred if the spin-off transaction had occurred on the dates indicated or which may be obtained in the future. Management believes that the assumptions provide a reasonable basis for presenting the significant effects of the spin-off and are (i) factually supportable, (ii) directly attributable to the spin-off transaction and (iii) with respect to the statements of income, expected to have a continuing impact on CNX Resources. The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only and do not purport to represent what our results of operations would have been had the transactions to which the pro forma adjustments relate occurred on the dates indicated and they do not purport to project our financial condition or results of operations for any future period. The pro forma adjustments may differ from those that will be calculated for purposes of reporting discontinued operations in future filings.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of CNX Resources (formerly CONSOL Energy Inc.) included in its Annual Report on Form 10-K for the year ended December 31, 2016 and the unaudited condensed consolidated financial statements in CNX Resources’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, and accompanying notes, in each case, which are available on the United States Securities and Exchange Commission’s website at www.sec.gov and CNX Resources’ website at www.cnx.com.

CNX RESOURCES CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

(Dollars in thousands, except per share data) |  | CONSOL Energy Historical |  |  | Pro Forma Adjustments |  |  |  |  |  | Pro Forma |
Revenue and Other Income: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Natural Gas, NGLs and Oil Sales |  | $ | 812,511 |  |  | $ | — |  |  |  |  |  |  | $ | 812,511 |
Gain on Commodity Derivative Instruments |  |  | 80,508 |  |  |  | — |  |  |  |  |  |  |  | 80,508 |
Coal Sales |  |  | 899,400 |  |  |  | (899,400 | ) |  |  | (a | ) |  |  | — |
Other Outside Sales |  |  | 45,986 |  |  |  | (42,806 | ) |  |  | (a | ) |  |  | 3,180 |
Purchased Gas Sales |  |  | 32,678 |  |  |  | — |  |  |  |  |  |  |  | 32,678 |
Freight-Outside Coal |  |  | 51,847 |  |  |  | (51,847 | ) |  |  | (a | ) |  |  | — |
Miscellaneous Other Income |  |  | 115,669 |  |  |  | (45,716 | ) |  |  | (a | ) |  |  | 69,953 |
Gain (Loss) on Sale of Assets |  |  | 197,343 |  |  |  | (13,024 | ) |  |  | (a | ) |  |  | 184,319 |
Total Revenue and Other Income |  |  | 2,235,942 |  |  |  | (1,052,793 | ) |  |  |  |  |  |  | 1,183,149 |
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 |  |  |  | — |  |  |  | (g | ) |  |  | 62,490 |
Total Exploration and Production Costs |  |  | 986,970 |  |  |  | — |  |  |  |  |  |  |  | 986,970 |
PA Mining Operations Costs |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operating and Other Costs |  |  | 608,678 |  |  |  | (608,678 | ) |  |  | (a | ) |  |  | — |
Depreciation, Depletion and Amortization |  |  | 125,341 |  |  |  | (125,341 | ) |  |  | (a | ) |  |  | — |
Freight Expense |  |  | 51,847 |  |  |  | (51,847 | ) |  |  | (a | ) |  |  | — |
Selling, General, and Administrative Costs |  |  | 50,637 |  |  |  | (50,637 | ) |  |  | (a | ) |  |  | — |
Total PA Mining Operations Costs |  |  | 836,503 |  |  |  | (836,503 | ) |  |  |  |  |  |  | — |
Other Costs |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Miscellaneous Operating Expense |  |  | 117,007 |  |  |  | (88,407 | ) |  |  | (a | )/(e) |  |  | 28,600 |
Selling, General, and Administrative Costs |  |  | 9,182 |  |  |  | (7,960 | ) |  |  | (a | ) |  |  | 1,222 |
Depreciation, Depletion and Amortization |  |  | 1,047 |  |  |  | 57 |  |  |  | (a | ) |  |  | 1,104 |
Loss on Debt Extinguishment |  |  | 1,233 |  |  |  | — |  |  |  |  |  |  |  | 1,233 |
Interest Expense |  |  | 129,367 |  |  |  | (11,828 | ) |  |  | (a | ) |  |  | 117,539 |
Total Other Costs |  |  | 257,836 |  |  |  | (108,138 | ) |  |  |  |  |  |  | 149,698 |
Total Costs And Expenses |  |  | 2,081,309 |  |  |  | (944,641 | ) |  |  |  |  |  |  | 1,136,668 |
Earnings (Loss) Before Income Tax |  |  | 154,633 |  |  |  | (108,152 | ) |  |  |  |  |  |  | 46,481 |
Income Tax Expense (Benefit) |  |  | 39,962 |  |  |  | (14,345 | ) |  |  | (b | ) |  |  | 25,617 |
Net Income (Loss) |  |  | 114,671 |  |  |  | (93,807 | ) |  |  |  |  |  |  | 20,864 |
Less: Net Income (Loss) Attributable to Noncontrolling Interest |  |  | 10,567 |  |  |  | (10,567 | ) |  |  | (a | ) |  |  | — |
Net Income (Loss) Attributable to CNX Resources Corporation Shareholders |  | $ | 104,104 |  |  | $ | (83,240 | ) |  |  |  |  |  | $ | 20,864 |

CNX RESOURCES CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

(Dollars in thousands, except per share data) |  | CONSOL Energy Historical |  |  | Pro Forma Adjustments |  |  | Pro Forma |
Earnings Per Share |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 0.45 |  |  |  |  |  |  | $ | 0.09 |
Dilutive |  | $ | 0.45 |  |  |  |  |  |  | $ | 0.09 |
Dividends Declared Per Share |  | $ | — |  |  |  |  |  |  | $ | — |
Weighted Average Shares Outstanding |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | 229,986,428 |  |  |  |  |  |  |  | 229,986,428 |
Dilutive |  |  | 231,459,820 |  |  |  |  |  |  |  | 231,459,820 |

CNX RESOURCES CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2016

(Dollars in thousands, except per share data) |  | CONSOL Energy Historical |  |  | Pro Forma Adjustments |  |  |  |  |  | Pro Forma |
Revenues and Other Income: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Natural Gas, NGLs and Oil Sales |  | $ | 793,248 |  |  | $ | — |  |  |  |  |  |  | $ | 793,248 |
Loss on Commodity Derivative Instruments |  |  | (141,021 | ) |  |  | — |  |  |  |  |  |  |  | (141,021 | )
Coal Sales |  |  | 1,065,582 |  |  |  | (1,065,582 | ) |  |  | (a | ) |  |  | — |
Other Outside Sales |  |  | 32,038 |  |  |  | (31,464 | ) |  |  | (a | ) |  |  | 574 |
Purchased Gas Sales |  |  | 43,256 |  |  |  | — |  |  |  |  |  |  |  | 43,256 |
Freight-Outside Coal |  |  | 46,468 |  |  |  | (46,468 | ) |  |  | (a | ) |  |  | — |
Miscellaneous Other Income |  |  | 167,306 |  |  |  | (72,814 | ) |  |  | (a | ) |  |  | 94,492 |
Gain (Loss) on Sale of Assets |  |  | 19,498 |  |  |  | (5,228 | ) |  |  | (a | ) |  |  | 14,270 |
Total Revenue and Other Income |  |  | 2,026,375 |  |  |  | (1,221,556 | ) |  |  |  |  |  |  | 804,819 |
Costs and Expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Exploration and Production Costs |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Lease Operating Expense |  |  | 96,434 |  |  |  | — |  |  |  |  |  |  |  | 96,434 |
Transportation, Gathering and Compression |  |  | 374,350 |  |  |  | — |  |  |  |  |  |  |  | 374,350 |
Production, Ad Valorem, and Other Fees |  |  | 31,049 |  |  |  | — |  |  |  |  |  |  |  | 31,049 |
Depreciation, Depletion and Amortization |  |  | 417,853 |  |  |  | — |  |  |  |  |  |  |  | 417,853 |
Exploration and Production Related Other Costs |  |  | 14,519 |  |  |  | — |  |  |  |  |  |  |  | 14,519 |
Purchased Gas Costs |  |  | 42,717 |  |  |  | — |  |  |  |  |  |  |  | 42,717 |
Other Corporate Expenses |  |  | 87,913 |  |  |  | — |  |  |  |  |  |  |  | 87,913 |
Impairment of Exploration and Production Properties |  |  | — |  |  |  | — |  |  |  |  |  |  |  | — |
Selling, General and Administrative Costs |  |  | 102,503 |  |  |  | — |  |  |  | (g | ) |  |  | 102,503 |
Total Exploration and Production Costs |  |  | 1,167,338 |  |  |  | — |  |  |  |  |  |  |  | 1,167,338 |
PA Mining Operations Costs |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operating and Other Costs |  |  | 733,300 |  |  |  | (733,300 | ) |  |  | (a | ) |  |  | — |
Depreciation, Depletion and Amortization |  |  | 168,195 |  |  |  | (168,195 | ) |  |  | (a | ) |  |  | — |
Freight Expense |  |  | 46,468 |  |  |  | (46,468 | ) |  |  | (a | ) |  |  | — |
Selling, General and Administrative Costs |  |  | 37,512 |  |  |  | (37,512 | ) |  |  | (a | ) |  |  | — |
Total PA Mining Operations Costs |  |  | 985,475 |  |  |  | (985,475 | ) |  |  |  |  |  |  | — |
Other Costs |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Miscellaneous Operating Expense |  |  | 182,869 |  |  |  | (136,643 | ) |  |  | (a | ) |  |  | 46,226 |
Selling, General and Administrative Costs |  |  | 12,717 |  |  |  | (12,532 | ) |  |  | (a | ) |  |  | 185 |
Depreciation, Depletion and Amortization |  |  | 12,455 |  |  |  | (10,366 | ) |  |  | (a | ) |  |  | 2,089 |
Loss on Debt Extinguishment |  |  | — |  |  |  | — |  |  |  |  |  |  |  | — |
Interest Expense |  |  | 191,476 |  |  |  | (14,053 | ) |  |  | (a | ) |  |  | 177,423 |
Total Other Costs |  |  | 399,517 |  |  |  | (173,594 | ) |  |  |  |  |  |  | 225,923 |
Total Costs and Expenses |  |  | 2,552,330 |  |  |  | (1,159,069 | ) |  |  |  |  |  |  | 1,393,261 |
Loss from Continuing Operations Before Income Tax |  |  | (525,955 | ) |  |  | (62,487 | ) |  |  |  |  |  |  | (588,442 | )
Income Tax Expense (Benefit) |  |  | 10,010 |  |  |  | (13,588 | ) |  |  | (b | ) |  |  | (3,578 | )
Loss from Continuing Operations |  |  | (535,965 | ) |  |  | (48,899 | ) |  |  |  |  |  |  | (584,864 | )
Less: Net Income (Loss) Attributable to Noncontrolling Interests |  |  | 8,954 |  |  |  | (8,954 | ) |  |  | (a | ) |  |  | — |
Loss Attributable to CNX Resources Corporation Shareholders from Continuing Operations |  | $ | (544,919 | ) |  | $ | (39,945 | ) |  |  |  |  |  | $ | (584,864 | )

CNX RESOURCES CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2016

(Dollars in thousands, except per share data) |  | CONSOL Energy Historical |  |  | Pro Forma Adjustments |  |  | Pro Forma |
Loss Per Share From Continuing Operations |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | (2.38 | ) |  |  |  |  |  | $ | (3.87 | )
Dilutive |  | $ | (2.38 | ) |  |  |  |  |  | $ | (3.87 | )
Dividends Declared Per Share |  | $ | 0.01 |  |  |  |  |  |  | $ | 0.01 |
Weighted Average Shares Outstanding |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | 229,387,403 |  |  |  |  |  |  |  | 229,387,403 |
Dilutive |  |  | 229,387,403 |  |  |  |  |  |  |  | 229,387,403 |

CNX RESOURCES CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2015

(Dollars in thousands, except per share data) |  | CONSOL Energy Historical |  |  | Pro Forma Adjustments |  |  |  |  |  | Pro Forma |
Revenues and Other Income: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Natural Gas, NGLs and Oil Sales |  | $ | 726,921 |  |  | $ | — |  |  |  |  |  |  | $ | 726,921 |
Gain on Commodity Derivative Instruments |  |  | 392,942 |  |  |  | — |  |  |  |  |  |  |  | 392,942 |
Coal Sales |  |  | 1,289,036 |  |  |  | (1,289,036 | ) |  |  | (a | ) |  |  | — |
Other Outside Sales |  |  | 30,967 |  |  |  | (30,967 | ) |  |  | (a | ) |  |  | — |
Purchased Gas Sales |  |  | 14,450 |  |  |  | — |  |  |  |  |  |  |  | 14,450 |
Freight-Outside Coal |  |  | 20,499 |  |  |  | (20,499 | ) |  |  | (a | ) |  |  | — |
Miscellaneous Other Income |  |  | 144,351 |  |  |  | (67,283 | ) |  |  | (a | ) |  |  | 77,068 |
Gain (Loss) on Sale of Assets |  |  | 74,173 |  |  |  | (13,025 | ) |  |  | (a | ) |  |  | 61,148 |
Total Revenue and Other Income |  |  | 2,693,339 |  |  |  | (1,420,810 | ) |  |  |  |  |  |  | 1,272,529 |
Costs and Expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Exploration and Production Costs |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Lease Operating Expense |  |  | 121,847 |  |  |  | — |  |  |  |  |  |  |  | 121,847 |
Transportation, Gathering and Compression |  |  | 343,403 |  |  |  | — |  |  |  |  |  |  |  | 343,403 |
Production, Ad Valorem, and Other Fees |  |  | 30,438 |  |  |  | — |  |  |  |  |  |  |  | 30,438 |
Depreciation, Depletion and Amortization |  |  | 370,374 |  |  |  | — |  |  |  |  |  |  |  | 370,374 |
Exploration and Production Related Other Costs |  |  | 10,120 |  |  |  | — |  |  |  |  |  |  |  | 10,120 |
Purchased Gas Costs |  |  | 10,721 |  |  |  | — |  |  |  |  |  |  |  | 10,721 |
Other Corporate Expenses |  |  | 65,939 |  |  |  | — |  |  |  |  |  |  |  | 65,939 |
Impairment of Exploration and Production Properties |  |  | 828,905 |  |  |  | — |  |  |  |  |  |  |  | 828,905 |
Selling, General and Administrative Costs |  |  | 102,229 |  |  |  | — |  |  |  | (g | ) |  |  | 102,229 |
Total Exploration and Production Costs |  |  | 1,883,976 |  |  |  | — |  |  |  |  |  |  |  | 1,883,976 |
PA Mining Operations Costs |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operating and Other Costs |  |  | 666,302 |  |  |  | (666,302 | ) |  |  | (a | ) |  |  | — |
Depreciation, Depletion and Amortization |  |  | 176,864 |  |  |  | (176,864 | ) |  |  | (a | ) |  |  | — |
Freight Expense |  |  | 20,499 |  |  |  | (20,499 | ) |  |  | (a | ) |  |  | — |
Selling, General and Administrative Costs |  |  | 40,843 |  |  |  | (40,843 | ) |  |  | (a | ) |  |  | — |
Total PA Mining Operations Costs |  |  | 904,508 |  |  |  | (904,508 | ) |  |  |  |  |  |  | — |
Other Costs |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Miscellaneous Operating Expense |  |  | 78,743 |  |  |  | (25,285 | ) |  |  | (a | ) |  |  | 53,458 |
Selling, General and Administrative Costs |  |  | 14,918 |  |  |  | (14,877 | ) |  |  | (a | ) |  |  | 41 |
Depreciation, Depletion and Amortization |  |  | 19,882 |  |  |  | (18,762 | ) |  |  | (a | ) |  |  | 1,120 |
Loss on Debt Extinguishment |  |  | 67,751 |  |  |  | — |  |  |  |  |  |  |  | 67,751 |
Interest Expense |  |  | 199,266 |  |  |  | (7,544 | ) |  |  | (a | ) |  |  | 191,722 |
Total Other Costs |  |  | 380,560 |  |  |  | (66,468 | ) |  |  |  |  |  |  | 314,092 |
Total Costs and Expenses |  |  | 3,169,044 |  |  |  | (970,976 | ) |  |  |  |  |  |  | 2,198,068 |
Loss from Continuing Operations Before Income Tax |  |  | (475,705 | ) |  |  | (449,834 | ) |  |  |  |  |  |  | (925,539 | )
Income Tax Benefit |  |  | (125,439 | ) |  |  | (128,236 | ) |  |  | (b | ) |  |  | (253,675 | )
Loss from Continuing Operations |  |  | (350,266 | ) |  |  | (321,598 | ) |  |  |  |  |  |  | (671,864 | )
Less: Net Income (Loss) Attributable to Noncontrolling Interests |  |  | 10,410 |  |  |  | (10,410 | ) |  |  | (a | ) |  |  | — |
Net Loss Attributable to CNX Resources Corporation Shareholders from Continuing Operations |  | $ | (360,676 | ) |  | $ | (311,188 | ) |  |  |  |  |  | $ | (671,864 | )

CNX RESOURCES CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2015

(Dollars in thousands, except per share data) |  | CONSOL Energy Historical |  |  | Pro Forma Adjustments |  |  | Pro Forma |
Loss Per Share From Continuing Operations |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | (1.57 | ) |  |  |  |  |  | $ | (2.99 | )
Dilutive |  | $ | (1.57 | ) |  |  |  |  |  | $ | (2.99 | )
Dividends Declared Per Share |  | $ | 0.145 |  |  |  |  |  |  | $ | 0.145 |
Weighted Average Shares Outstanding |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | 229,186,125 |  |  |  |  |  |  |  | 229,186,125 |
Dilutive |  |  | 229,186,125 |  |  |  |  |  |  |  | 229,186,125 |

CNX RESOURCES CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2014

(Dollars in thousands, except per share data) |  | CONSOL Energy Historical |  |  | Pro Forma Adjustments |  |  |  |  |  | Pro Forma |
Revenues and Other Income: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Natural Gas, NGLs and Oil Sales |  | $ | 1,004,924 |  |  | $ | — |  |  |  |  |  |  | $ | 1,004,924 |
Gain on Commodity Derivative Instruments |  |  | 23,193 |  |  |  | — |  |  |  |  |  |  |  | 23,193 |
Coal Sales |  |  | 1,616,874 |  |  |  | (1,616,874 | ) |  |  | (a | ) |  |  | — |
Other Outside Sales |  |  | 276,242 |  |  |  | (41,255 | ) |  |  | (a | ) |  |  | 234,987 |
Purchased Gas Sales |  |  | 8,999 |  |  |  | — |  |  |  |  |  |  |  | 8,999 |
Freight-Outside Coal |  |  | 23,133 |  |  |  | (23,133 | ) |  |  | (a | ) |  |  | — |
Miscellaneous Other Income |  |  | 207,460 |  |  |  | (122,259 | ) |  |  | (a | ) |  |  | 85,201 |
Gain (Loss) on Sale of Assets |  |  | 43,198 |  |  |  | (26,312 | ) |  |  | (a | ) |  |  | 16,886 |
Total Revenue and Other Income |  |  | 3,204,023 |  |  |  | (1,829,833 | ) |  |  |  |  |  |  | 1,374,190 |
Costs and Expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Exploration and Production Costs |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Lease Operating Expense |  |  | 139,242 |  |  |  | — |  |  |  |  |  |  |  | 139,242 |
Transportation, Gathering and Compression |  |  | 239,579 |  |  |  | — |  |  |  |  |  |  |  | 239,579 |
Production, Ad Valorem, and Other Fees |  |  | 39,418 |  |  |  | — |  |  |  |  |  |  |  | 39,418 |
Depreciation, Depletion and Amortization |  |  | 323,600 |  |  |  | — |  |  |  |  |  |  |  | 323,600 |
Exploration and Production Related Other Costs |  |  | 23,355 |  |  |  | — |  |  |  |  |  |  |  | 23,355 |
Purchased Gas Costs |  |  | 7,251 |  |  |  | — |  |  |  |  |  |  |  | 7,251 |
Other Corporate Expenses |  |  | 46,838 |  |  |  | — |  |  |  |  |  |  |  | 46,838 |
Impairment of Exploration and Production Properties |  |  | — |  |  |  | — |  |  |  |  |  |  |  | — |
Selling, General and Administrative Costs |  |  | 128,731 |  |  |  | — |  |  |  | (g | ) |  |  | 128,731 |
Total Exploration and Production Costs |  |  | 948,014 |  |  |  | — |  |  |  |  |  |  |  | 948,014 |
PA Mining Operations Costs |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operating and Other Costs |  |  | 982,749 |  |  |  | (982,749 | ) |  |  | (a | ) |  |  | — |
Depreciation, Depletion and Amortization |  |  | 173,316 |  |  |  | (173,316 | ) |  |  | (a | ) |  |  | — |
Freight Expense |  |  | 23,133 |  |  |  | (23,133 | ) |  |  | (a | ) |  |  | — |
Selling, General and Administrative Costs |  |  | 68,597 |  |  |  | (68,597 | ) |  |  | (a | ) |  |  | — |
Total PA Mining Operations Costs |  |  | 1,247,795 |  |  |  | (1,247,795 | ) |  |  |  |  |  |  | — |
Other Costs |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Miscellaneous Operating Expense |  |  | 460,429 |  |  |  | (119,523 | ) |  |  | (a | ) |  |  | 340,906 |
Selling, General and Administrative Costs |  |  | 13,307 |  |  |  | (10,127 | ) |  |  | (a | ) |  |  | 3,180 |
Depreciation, Depletion and Amortization |  |  | 35,727 |  |  |  | (33,657 | ) |  |  | (a | ) |  |  | 2,070 |
Loss on Debt Extinguishment |  |  | 95,267 |  |  |  | — |  |  |  |  |  |  |  | 95,267 |
Interest Expense |  |  | 223,333 |  |  |  | — |  |  |  |  |  |  |  | 223,333 |
Total Other Costs |  |  | 828,063 |  |  |  | (163,307 | ) |  |  |  |  |  |  | 664,756 |
Total Costs and Expenses |  |  | 3,023,872 |  |  |  | (1,411,102 | ) |  |  |  |  |  |  | 1,612,770 |
Earnings (Loss) from Continuing Operations Before Income Tax |  |  | 180,151 |  |  |  | (418,731 | ) |  |  |  |  |  |  | (238,580 | )
Income Tax Expense (Benefit) |  |  | 15,204 |  |  |  | (123,836 | ) |  |  | (b | ) |  |  | (108,632 | )
Net Income (Loss) Attributable to CNX Resources Corporation Shareholders from Continuing Operations |  | $ | 164,947 |  |  | $ | (294,895 | ) |  |  |  |  |  | $ | (129,948 | )

CNX RESOURCES CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2014

(Dollars in thousands, except per share data) |  | CONSOL Energy Historical |  |  | Pro Forma Adjustments |  |  | Pro Forma |
Earnings (Loss) Per Share From Continuing Operations |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 0.72 |  |  |  |  |  |  | $ | (0.57 | )
Dilutive |  | $ | 0.71 |  |  |  |  |  |  | $ | (0.57 | )
Dividends Declared Per Share |  | $ | 0.25 |  |  |  |  |  |  | $ | 0.25 |
Weighted Average Shares Outstanding |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | 229,994,407 |  |  |  |  |  |  |  | 229,994,407 |
Dilutive |  |  | 231,580,278 |  |  |  |  |  |  |  | 229,994,407 |

CNX RESOURCES CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2017

(Dollars in thousands) |  | CONSOL Energy Historical |  |  | Pro Forma Adjustments |  |  |  |  |  | Pro Forma |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and Cash Equivalents |  | $ | 285,708 |  |  | $ | 421,302 |  |  |  | (c | )/(f) |  | $ | 707,010 |
Accounts and Notes Receivable: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Trade |  |  | 193,778 |  |  |  | (100,992 | ) |  |  | (c | ) |  |  | 92,786 |
Other Receivables |  |  | 77,746 |  |  |  | (14,239 | ) |  |  | (c | ) |  |  | 63,507 |
Inventories |  |  | 63,182 |  |  |  | (52,004 | ) |  |  | (c | ) |  |  | 11,178 |
Recoverable Income Taxes |  |  | 105,432 |  |  |  | — |  |  |  |  |  |  |  | 105,432 |
Prepaid Expenses |  |  | 79,437 |  |  |  | (21,758 | ) |  |  | (c | ) |  |  | 57,679 |
Total Current Assets |  |  | 805,283 |  |  |  | 232,309 |  |  |  |  |  |  |  | 1,037,592 |
Property, Plant and Equipment: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Property, Plant and Equipment |  |  | 13,738,388 |  |  |  | (4,604,205 | ) |  |  | (c | ) |  |  | 9,134,183 |
Less—Accumulated Depreciation, Depletion and Amortization |  |  | 5,939,426 |  |  |  | (2,513,075 | ) |  |  | (c | ) |  |  | 3,426,351 |
Total Property, Plant and Equipment—Net |  |  | 7,798,962 |  |  |  | (2,091,130 | ) |  |  |  |  |  |  | 5,707,832 |
Other Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Investment in Affiliates |  |  | 190,154 |  |  |  | — |  |  |  | (c | ) |  |  | 190,154 |
Other |  |  | 185,169 |  |  |  | (115,281 | ) |  |  | (c | ) |  |  | 69,888 |
Total Other Assets |  |  | 375,323 |  |  |  | (115,281 | ) |  |  |  |  |  |  | 260,042 |
TOTAL ASSETS |  | $ | 8,979,568 |  |  | $ | (1,974,102 | ) |  |  |  |  |  | $ | 7,005,466 |

CNX RESOURCES CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2017

(Dollars in thousands, except per share data) |  | CONSOL Energy Historical |  |  | Pro Forma Adjustments |  |  |  |  |  | Pro Forma |
LIABILITIES AND EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts Payable |  | $ | 303,196 |  |  | $ | (90,289 | ) |  |  | (c | ) |  | $ | 212,907 |
Current Portion of Long-Term Debt |  |  | 10,971 |  |  |  | (3,564 | ) |  |  | (c | ) |  |  | 7,407 |
Other Accrued Liabilities |  |  | 540,672 |  |  |  | (273,898 | ) |  |  | (c | )/(d) |  |  | 266,774 |
Current Liabilities of Discontinued Operations |  |  | 5,353 |  |  |  | — |  |  |  |  |  |  |  | 5,353 |
Total Current Liabilities |  |  | 860,192 |  |  |  | (367,751 | ) |  |  |  |  |  |  | 492,441 |
Long-Term Debt: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Long-Term Debt |  |  | 2,500,782 |  |  |  | (289,602 | ) |  |  | (c | ) |  |  | 2,211,180 |
Capital Lease Obligations |  |  | 31,530 |  |  |  | (9,453 | ) |  |  | (c | ) |  |  | 22,077 |
Total Long-Term Debt |  |  | 2,532,312 |  |  |  | (299,055 | ) |  |  |  |  |  |  | 2,233,257 |
Deferred Credits and Other Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deferred Income Taxes |  |  | 44,720 |  |  |  | 189,453 |  |  |  | (b | ) |  |  | 234,173 |
Postretirement Benefits Other Than Pensions |  |  | 649,565 |  |  |  | (649,565 | ) |  |  | (c | ) |  |  | — |
Pneumoconiosis Benefits |  |  | 106,837 |  |  |  | (106,837 | ) |  |  | (c | ) |  |  | — |
Mine Closing |  |  | 198,764 |  |  |  | (198,764 | ) |  |  | (c | ) |  |  | — |
Gas Well Closing |  |  | 223,446 |  |  |  | — |  |  |  |  |  |  |  | 223,446 |
Workers’ Compensation |  |  | 66,165 |  |  |  | (64,866 | ) |  |  | (c | ) |  |  | 1,299 |
Salary Retirement |  |  | 100,510 |  |  |  | (67,464 | ) |  |  | (c | ) |  |  | 33,046 |
Other |  |  | 125,822 |  |  |  | (42,367 | ) |  |  | (c | ) |  |  | 83,455 |
Total Deferred Credits and Other Liabilities |  |  | 1,515,829 |  |  |  | (940,410 | ) |  |  |  |  |  |  | 575,419 |
TOTAL LIABILITIES |  |  | 4,908,333 |  |  |  | (1,607,216 | ) |  |  |  |  |  |  | 3,301,117 |
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, 2016 |  |  | 2,305 |  |  |  | — |  |  |  |  |  |  |  | 2,305 |
Capital in Excess of Par Value |  |  | 2,486,071 |  |  |  | — |  |  |  |  |  |  |  | 2,486,071 |
Preferred Stock, 15,000,000 shares authorized, None issued and outstanding |  |  | — |  |  |  | — |  |  |  |  |  |  |  | — |
Retained Earnings |  |  | 1,825,547 |  |  |  | (617,919 | ) |  |  | (c | )/(d)(f) |  |  | 1,207,628 |
Accumulated Other Comprehensive Loss |  |  | (382,092 | ) |  |  | 390,209 |  |  |  | (c | ) |  |  | 8,117 |
Total CNX Resources Corporation Stockholders’ Equity |  |  | 3,931,831 |  |  |  | (227,710 | ) |  |  |  |  |  |  | 3,704,121 |
Noncontrolling Interest |  |  | 139,404 |  |  |  | (139,176 | ) |  |  | (c | ) |  |  | 228 |
TOTAL EQUITY |  |  | 4,071,235 |  |  |  | (366,886 | ) |  |  |  |  |  |  | 3,704,349 |
TOTAL LIABILITIES AND EQUITY |  | $ | 8,979,568 |  |  | $ | (1,974,102 | ) |  |  |  |  |  | $ | 7,005,466 |

CNX RESOURCES CORPORATION

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

SEPTEMBER 30, 2017

1. | Basis of Presentation

The unaudited pro forma condensed consolidated balance sheet as of September 30, 2017 and unaudited pro forma condensed consolidated statements of income for the nine months ended September 30, 2017 and for the years ended December 31, 2016, 2015 and 2014 are derived from and should be read in conjunction with CNX Resources Corporation’s (CNX Resources) audited consolidated financial statements in our Annual Report on Form 10-K for the period ended December 31, 2016 and the unaudited condensed consolidated financial statements in CNX Resources’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 and accompanying notes, in each case, which are available on the United States Security Exchange Commissions website at www.sec.gov and CNX Resources’ website at www.cnx.com.

In accordance with rule 11-02(b)(5) of Regulation S-X amounts related to discontinued operations have been excluded from the accompanying unaudited proforma condensed consolidated statements of income for the years ended December 31, 2016, 2015 and 2014.

The accompanying unaudited pro forma condensed consolidated statements of income for the nine month ended September 30, 2017 and years ended December 31, 2016, 2015 and 2014 assume the spin-off closed on January 1, 2014. The accompanying unaudited pro forma condensed balance sheet as of September 30, 2017, assumes the spin-off transaction occurred on September 30, 2017 and excludes certain assets and liabilities as defined in the Separation and Distribution Agreement.

The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only and are not intended to be indicative of our consolidated results of operations or financial positions that would have been reported had the spin-off been completed as of the dates presented, and should not be taken as a representation of our future consolidated results of operations or financial condition. The pro forma adjustments are based upon available information and assumptions that management believes are reasonable under the circumstances. The pro forma adjustments may differ from those that will be calculated for purposes of reported discontinued operations in future filings.

2. | Pro forma Adjustments and Assumptions

The adjustments are based on currently available information for certain estimates and assumptions and, therefore, the actual effects of these transactions may differ from the pro forma adjustments. A general description of these transactions and adjustments is provided as follows:

(a) Reflects the elimination of the results of operations of CONSOL Mining Corporation.

(b) Represents the tax effect of temporary differences between the tax basis of assets and liabilities of various corporate and other assets and liabilities to be transferred to / from CONSOL Mining Corporation and their reported amounts in the combined financial statements, as well as reflecting the associated income tax benefit (expense) for all of the adjustments noted above. The income tax provision was based on the estimated federal and state statutory rate of 38.65% for the nine months ended September 30, 2017 and the years ended December 31, 2016, 2015 and 2014, respectively. We expect our effective rate in future years, however, to vary from these estimated statutory reserves.

(c) Reflects the elimination of the historical assets and liabilities attributable to CONSOL Mining Corporation.

(d) Reflects the accrual of $7 million of transaction costs attributable to the spin-off that are not already included in accrued expenses as of September 30, 2017. This brings the total transaction costs to $32 million, of which $15 million are attributable to CONSOL Mining Corporation. These are factually supportable because such amounts are based on reliable, documented evidence such as invoices for costs incurred to date and estimates from third-parties for additional costs to be incurred in connection with the spin-off. Such costs are non-recurring in nature and directly related to the separation and, therefore, are reflected as a reduction to equity and not included in the unaudited pro forma condensed combined statements of income.

(e) Represents the removal of non-recurring separation costs of $20 million incurred during the nine months ended September 30, 2017 that are directly related to the spin-off.

(f) Represents the cash distributions paid to CNX Resources by CONSOL Mining Corporation, in accordance with the Separation and Distribution Agreement.

(g) Selling, general and administrative expenses are expected to increase by approximately $18 million due to expenses that were historically allocated to CONSOL Mining Corporation now being the responsibility of CNX Resources. This amount has not been included as a pro forma adjustment due to this expense being an allocated expense that is not considered factually supportable.