10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 __________________________________________________

FORM 10-Q

  __________________________________________________ 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number: 001-14901

  __________________________________________________

CNX Resources Corporation

(Exact name of registrant as specified in its charter)

Delaware	51-0337383
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

CNX Center

1000 Horizon Vue Drive

Canonsburg, PA 15317-6506

(724) 485-4000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock ($.01 par value)	CNX	New York Stock Exchange
Preferred Share Purchase Rights	--	New York Stock Exchange

 __________________________________________________ 

Indicate by check mark whether the registrant: (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  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes  ☒    No   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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  ☒    Accelerated filer ☐ Non-accelerated filer ☐ Smaller Reporting Company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐    No  ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Shares outstanding as of July 14, 2023
Common stock, $0.01 par value	161,464,938

TABLE OF CONTENTS

		Page
PART I FINANCIAL INFORMATION
ITEM 1.	Unaudited Condensed Consolidated Financial Statements
	Consolidated Statements of Income for the three and six months ended June 30, 2023 and 2022	5
	Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2023 and 2022	6
	Consolidated Balance Sheets at June 30, 2023 and December 31, 2022	7
	Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022	10
	Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022	11
	Notes to Unaudited Consolidated Financial Statements	12
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	56
ITEM 4.	Controls and Procedures	57
PART II OTHER INFORMATION
ITEM 1.	Legal Proceedings	58
ITEM 1A.	Risk Factors	58
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58
ITEM 5.	Other Information	58
ITEM 6.	Exhibits	60

GLOSSARY OF CERTAIN OIL AND GAS TERMS

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

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.

MMBtu - One million British Thermal Units.

MMcfe - One million cubic feet of natural gas equivalents, with one barrel of oil being equivalent to 6,000 cubic feet of gas.

Tcfe - One 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 of absorption, condensation or other methods in gas processing plants.

net - "net" natural gas or "net" acres are determined by adding the fractional ownership working interests the Company has in gross wells or acres.

TIL - 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 - 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 natural 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.

proved developed reserves (PDPs) - proved reserves which can be expected to be recovered through existing wells with existing equipment and operating methods.

proved undeveloped reserves (PUDs) - proved reserves that can be estimated with reasonable certainty to be recovered from new wells on undrilled proved acreage or from existing wells where a relatively major expenditure is required for completion.

reservoir - a porous and permeable underground formation containing a natural accumulation of producible natural gas and/or oil that is confined by impermeable rock or water barriers and is separate from other reservoirs.

royalty interest - an 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 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 no 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 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 CONSOLIDATED FINANCIAL STATEMENTS

CNX RESOURCES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)	Three Months Ended				Six Months Ended
(Unaudited)	June 30,				June 30,
Revenue and Other Operating Income (Loss):	2023		2022		2023		2022
Natural Gas, NGLs and Oil Revenue	$	257,061	$	1,003,406	$	712,700	$	1,748,030
Gain (Loss) on Commodity Derivative Instruments	542,472		(652,643)		1,304,639		(2,379,036)
Purchased Gas Revenue	9,355		46,552		46,167		92,393
Other Revenue and Operating Income	30,812		23,103		52,170		45,933
Total Revenue and Other Operating Income (Loss)	839,700		420,418		2,115,676		(492,680)
Costs and Expenses:
Operating Expense
Lease Operating Expense	13,092		14,282		29,566		29,680
Production, Ad Valorem and Other Fees	5,419		9,958		15,060		19,885
Transportation, Gathering and Compression	87,872		88,357		185,968		176,644
Depreciation, Depletion and Amortization	103,682		116,180		208,904		234,803
Exploration and Production Related Other Costs	1,727		4,712		6,831		6,400
Purchased Gas Costs	8,794		46,041		43,140		90,858
Selling, General, and Administrative Costs	30,017		30,454		66,593		62,014
Other Operating Expense	21,031		20,539		36,169		32,709
Total Operating Expense	271,634		330,523		592,231		652,993
Other Expense
Other Expense	2,510		5,179		3,679		4,441
Gain on Asset Sales and Abandonments, net	(105,986)		(6,240)		(115,468)		(19,634)
Loss on Debt Extinguishment	—		12,981		—		12,981
Interest Expense	34,820		31,051		70,556		58,121
Total Other (Income) Expense	(68,656)		42,971		(41,233)		55,909
Total Costs and Expenses	202,978		373,494		550,998		708,902
Income (Loss) Before Income Tax	636,722		46,924		1,564,678		(1,201,582)
Income Tax Expense (Benefit)	161,767		13,567		379,328		(311,997)
Net Income (Loss)	$	474,955	$	33,357	$	1,185,350	$	(889,585)
Earnings (Loss) per Share
Basic	$	2.89	$	0.17	$	7.13	$	(4.52)
Diluted	$	2.47	$	0.15	$	6.09	$	(4.52)
Dividends Declared	$	—	$	—	$	—	$	—

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

5

CNX RESOURCES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three Months Ended				Six Months Ended
(Dollars in thousands)	June 30,				June 30,
(Unaudited)	2023		2022		2023		2022
Net Income (Loss)	$	474,955	$	33,357	$	1,185,350	$	(889,585)
Other Comprehensive Income:
Actuarially Determined Long-Term Liability Adjustments (Net of tax: $(27), $(48),$(54), $(96))	72		135		144		270
Comprehensive Income (Loss)	$	475,027	$	33,492	$	1,185,494	$	(889,315)

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

6

CNX RESOURCES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

	(Unaudited)
(Dollars in thousands)	June 30, 2023		December 31, 2022
ASSETS
Current Assets:
Cash and Cash Equivalents	$	22,765	$	21,321
Accounts and Notes Receivable:
Trade, net	97,702		348,458
Other Receivables, net	11,370		6,184
Supplies Inventories	26,470		27,156
Derivative Instruments	227,012		154,474
Prepaid Expenses	14,504		16,211
Total Current Assets	399,823		573,804
Property, Plant and Equipment:
Property, Plant and Equipment	12,247,858		11,907,698
Less—Accumulated Depreciation, Depletion and Amortization	5,008,026		4,811,189
Total Property, Plant and Equipment—Net	7,239,832		7,096,509
Other Non-Current Assets:
Operating Lease Right-of-Use Assets	164,503		174,849
Derivative Instruments	305,887		244,931
Goodwill	323,314		323,314
Other Intangible Assets	73,714		76,990
Other	24,782		25,376
Total Other Non-Current Assets	892,200		845,460
TOTAL ASSETS	$	8,531,855	$	8,515,773

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

7

CNX RESOURCES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	(Unaudited)
(Dollars in thousands, except per share data)	June 30, 2023		December 31, 2022
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	164,177	$	191,343
Derivative Instruments	240,874		782,653
Current Portion of Finance Lease Obligations	1,379		881
Current Portion of Operating Lease Obligations	53,166		47,436
Other Accrued Liabilities	232,417		290,491
Total Current Liabilities	692,013		1,312,804
Non-Current Liabilities:
Long-Term Debt	2,154,093		2,205,735
Finance Lease Obligations	3,732		1,970
Operating Lease Obligations	114,998		132,105
Derivative Instruments	812,744		1,517,021
Deferred Income Taxes	609,133		232,280
Asset Retirement Obligations	87,987		89,079
Other	73,968		74,318
Total Non-Current Liabilities	3,856,655		4,252,508
TOTAL LIABILITIES	4,548,668		5,565,312
Stockholders’ Equity:
Common Stock, $.01 Par Value; 500,000,000 Shares Authorized, 162,071,479 Issued and Outstanding at June 30, 2023; 170,841,164 Issued and Outstanding at December 31, 2022	1,625		1,712
Capital in Excess of Par Value	2,440,895		2,506,269
Preferred Stock, 15,000,000 shares authorized, None issued and outstanding	—		—
Retained Earnings	1,547,036		448,993
Accumulated Other Comprehensive Loss	(6,369)		(6,513)
TOTAL STOCKHOLDERS' EQUITY	3,983,187		2,950,461
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	8,531,855	$	8,515,773

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

8

CNX RESOURCES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Dollars in thousands) (Unaudited)	Common Stock		Capital in Excess of Par Value		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Loss		Total Equity
March 31, 2023	$	1,663	$	2,468,079	$	1,103,995	$	(6,441)	$	3,567,296
Net Income	—		—		474,955		—		474,955
Issuance of Common Stock	—		129		—		—		129
Purchase and Retirement of Common Stock	(38)		(31,855)		(31,874)		—		(63,767)
Shares Withheld for Taxes	—		—		(40)		—		(40)
Amortization of Stock-Based Compensation Awards	—		4,542		—		—		4,542
Other Comprehensive Income	—		—		—		72		72
June 30, 2023	$	1,625	$	2,440,895	$	1,547,036	$	(6,369)	$	3,983,187
(Dollars in thousands) (Unaudited)
March 31, 2022	$	1,955	$	2,691,950	$	(110,005)	$	(14,388)	$	2,569,512
Net Income	—		—		33,357		—		33,357
Issuance of Common Stock	1		374		—		—		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

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

9

CNX RESOURCES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Dollars in thousands)	Common Stock		Capital in Excess of Par Value		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Loss		Total Equity
December 31, 2022	$	1,712	$	2,506,269	$	448,993	$	(6,513)	$	2,950,461
(Unaudited)
Net Income	—		—		1,185,350		—		1,185,350
Issuance of Common Stock	1		737		—		—		738
Purchase and Retirement of Common Stock	(97)		(79,282)		(77,923)		—		(157,302)
Shares Withheld for Taxes	—		—		(9,384)		—		(9,384)
Amortization of Stock-Based Compensation Awards	9		13,171		—		—		13,180
Other Comprehensive Income	—		—		—		144		144
June 30, 2023	$	1,625	$	2,440,895	$	1,547,036	$	(6,369)	$	3,983,187
(Dollars in thousands)
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 Stock	2		981		—		—		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 Awards	6		11,047		—		—		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

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 Thousands	June 30,
Cash Flows from Operating Activities:	2023		2022
Net Income (Loss)	$	1,185,350	$	(889,585)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization	208,904		234,803
Amortization of Deferred Financing Costs	4,614		4,115
Stock-Based Compensation	13,180		11,053
Gain on Asset Sales and Abandonments, net	(115,468)		(19,634)
Loss on Debt Extinguishment	—		12,981
(Gain) Loss on Commodity Derivative Instruments	(1,304,639)		2,379,036
Loss (Gain) on Other Derivative Instruments	1,137		(7,353)
Net Cash Paid in Settlement of Commodity Derivative Instruments	(76,048)		(800,971)
Deferred Income Taxes	376,799		(319,814)
Other	(1,448)		2,323
Changes in Operating Assets:
Accounts and Notes Receivable	245,783		(118,619)
Recoverable Income Taxes	—		72
Supplies Inventories	685		(8,343)
Prepaid Expenses	1,707		3,407
Changes in Other Assets	345		1,843
Changes in Operating Liabilities:
Accounts Payable	(36,224)		28,508
Accrued Interest	18,490		(1,466)
Other Operating Liabilities	(75,450)		16,820
Changes in Other Liabilities	(251)		(814)
Net Cash Provided by Operating Activities	447,466		528,362
Cash Flows from Investing Activities:
Capital Expenditures	(366,013)		(258,984)
Proceeds from Asset Sales	142,809		26,530
Net Cash Used in Investing Activities	(223,204)		(232,454)
Cash Flows from Financing Activities:
Payments on Long-Term Notes	—		(26,969)
Proceeds from CNXM Revolving Credit Facility Borrowings	133,300		177,400
Repayments of CNXM Revolving Credit Facility Borrowings	(187,500)		(174,100)
Proceeds from CNX Revolving Credit Facility Borrowings	907,300		1,492,725
Repayments of CNX Revolving Credit Facility Borrowings	(907,300)		(1,551,075)
Payments on Other Debt	(710)		(311)
Proceeds from Issuance of Common Stock	738		983
Shares Withheld for Taxes	(9,384)		(5,665)
Purchases of Common Stock	(158,906)		(211,967)
Debt Issuance and Financing Fees	(356)		(256)
Net Cash Used in Financing Activities	(222,818)		(299,235)
Net Increase (Decrease) in Cash, Cash Equivalents	1,444		(3,327)
Cash and Cash Equivalents at Beginning of Period	21,321		3,565
Cash and Cash Equivalents at End of Period	$	22,765	$	238

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

11

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 ("GAAP") 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 six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for future periods.

The Consolidated Balance Sheet at December 31, 2022 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, 2022 included in CNX Resources Corporation's ("CNX," "CNX Resources," the "Company," "we," "us," or "our") Annual Report on Form 10-K as filed with the Securities and Exchange Commission (SEC) on February 9, 2023.

Certain amounts in prior periods have been reclassified to conform to the current period presentation.

Cash & Cash Equivalents

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term securities with original maturities of three months or less.

Receivables

As of June 30, 2023 and December 31, 2022, Accounts Receivable - Trade were $97,702 and $348,458, respectively, and Other Receivables were $11,370 and $6,184, 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 credit losses related to the collectability of third-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 collectability on an on-going basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

The following represents activity related to the allowance for credit losses for the six months ended:

	June 30,
	2023		2022
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	$	2,937	$	3,322
Provision for Expected Credit Losses	(96)		(376)
Write-off of Uncollectible Accounts	(93)		(178)
Allowance for Credit Losses - Other Receivables, End of Period	$	2,748	$	2,768

NOTE 2—EARNINGS PER SHARE:

Basic earnings per share is computed by dividing net income or net loss by the weighted average shares outstanding during the reporting period. Diluted earnings per share is 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, restricted stock

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units, performance share units and shares issuable upon conversion of CNX's outstanding 2.25% convertible senior notes due May 2026 (the "Convertible Notes") (See Note 10 – Long-Term Debt). The number of additional shares is calculated by assuming that outstanding stock 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,
	2023	2022	2023	2022
Anti-Dilutive Options	21,232	6,796	16,070	2,303,516
Anti-Dilutive Restricted Stock Units	113,149	57,050	513,294	2,524,803
Anti-Dilutive Performance Share Units	—	—	—	2,119,458
	134,381	63,846	529,364	6,947,777

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. Accounting Standards Update (ASU) 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06") amended the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method (See Note 10 – 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. In periods where CNX recognizes net income, 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.

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,
	2023	2022	2023	2022
Options	17,636	53,180	73,629	136,604
Restricted Stock Units	19,698	43,241	896,785	959,162
Performance Share Units	8,897	—	576,421	72,353
	46,231	96,421	1,546,835	1,168,119

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The computations for basic and diluted loss per share are as follows:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Net Income (Loss)	$	474,955	$	33,357	$	1,185,350	$	(889,585)
Basic Earnings (Loss) Available to Shareholders	$	474,955	$	33,357	$	1,185,350	$	(889,585)
Effect of Dilutive Securities:
Add Back Interest on Convertible Notes (Net of Tax)	$	1,409	$	1,376	$	2,818	$	—
Diluted Earnings (Loss) Available to Shareholders	$	476,364	$	34,733	$	1,188,168	$	(889,585)
Weighted-Average Shares of Common Stock Outstanding	164,139,583		194,021,639		166,283,932		196,921,836
Effect of Diluted Shares:*
Options	1,046,210		1,349,984		1,041,479		—
Restricted Stock Units	1,073,001		1,603,876		1,028,799		—
Performance Share Units	980,923		1,681,326		981,350		—
Convertible Notes	25,751,869		25,751,869		25,751,869		—
Weighted-Average Diluted Shares of Common Stock Outstanding	192,991,586		224,408,694		195,087,429		196,921,836
Earning (Loss) per Share:
Basic	$	2.89	$	0.17	$	7.13	$	(4.52)
Diluted	$	2.47	$	0.15	$	6.09	$	(4.52)

*During 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 CNX's Convertible Notes are antidilutive.

NOTE 3—REVENUE FROM CONTRACTS WITH CUSTOMERS:

Revenues are recognized when control of the promised 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 measurement of transaction price.

For natural gas, NGL and oil, and purchased gas revenue, the Company 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 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 Company has not identified a standalone selling price because the terms of the variable payments relate specifically to the Company’s efforts to satisfy the performance obligations. A portion of 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. 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 natural gas, NGL and oil as presented on the accompanying Consolidated Statements of Income represent the Company’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 Company is acting as an agent and thus reports the revenue on a net basis.

Included in Other Revenue and Operating Income in the Consolidated Statements of 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.

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Disaggregation of Revenue

The following table is a disaggregation of revenue by major source:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Revenue from Contracts with Customers:
Natural Gas Revenue	$	223,222	$	934,127	$	627,032	$	1,609,401
NGL Revenue	30,763		63,774		76,819		128,569
Oil/Condensate Revenue	3,076		5,505		8,849		10,060
Total Natural Gas, NGL and Oil Revenue	257,061		1,003,406		712,700		1,748,030
Purchased Gas Revenue	9,355		46,552		46,167		92,393
Other Sources of Revenue and Other Operating Income (Loss):
Gain (Loss) on Commodity Derivative Instruments	542,472		(652,643)		1,304,639		(2,379,036)
Other Revenue and Operating Income	30,812		23,103		52,170		45,933
Total Revenue and Other Operating Income (Loss)	$	839,700	$	420,418	$	2,115,676	$	(492,680)

The disaggregated revenue information corresponds with the Company’s segment reporting found in Note 14 – 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 Accounting Standards Codification (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 of a series.

A significant portion of CNX's natural gas, NGL and oil and purchased gas revenue is short-term in nature 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 the 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 $31,332 as of June 30, 2023. The Company expects to recognize net revenue of $20,133 in the next 12 months and $9,013 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.

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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 the product. CNX records the differences between the estimate and the actual amounts received in the month that payment is received from the purchaser. The Company has existing internal controls for its revenue estimation process and the related accruals, and any 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, 2023 and 2022, revenue recognized in the current reporting period related to performance obligations satisfied in a prior reporting period was not material.

NOTE 4—ACQUISITIONS AND DISPOSITIONS:

On June 29, 2023, CNX closed on the sale of various non-operated producing oil and gas assets primarily located in the Appalachian Basin to a third party. The net cash proceeds of $119,918 are included in Proceeds from Asset Sales in the Consolidated Statements of Cash Flows and the net gain on the transaction of $102,420 is included in Gain on Asset Sales and Abandonments, net in the Consolidated Statements of Income.

Additionally, Gain on Asset Sales and Abandonments, net in the Consolidated Statements of Income for the three and six months ended June 30, 2023 and 2022 and Proceeds from Asset Sales in the Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 include the sale of various non-core assets (rights-of-way, surface acreage and other non-care oil and gas interests), none of which were individually material.

NOTE 5—INCOME TAXES:

The effective tax rates for the three and six months ended June 30, 2023 were 25.4% and 24.2%, respectively. The effective tax rates for the three and six months ended June 30, 2022 were 28.9% and 26.0%, respectively. The effective tax rate for the three and six months ended June 30, 2023 differs from the U.S. federal statutory rate of 21.0% primarily due to the impact of equity compensation, federal tax credits and state taxes primarily due to state taxes and West Virginia tax law change. The effective tax rate for the three and six months ended June 30, 2022 differs from the U.S. federal statutory rate of 21.0% primarily due to the impact of certain permanent differences related to the repurchase of the Convertible Notes (See Note 10 – Long-Term Debt for more information), equity compensation and state taxes.

The total amount of uncertain tax positions at June 30, 2023 and December 31, 2022 was $89,341 and $82,245, respectively. If these uncertain tax positions were recognized, approximately $89,341 and $82,245 would affect CNX's effective tax rate at June 30, 2023 and December 31, 2022, respectively. In 2023, CNX recognized an increase in uncertain tax positions of $7,096 for tax benefits resulting from tax positions anticipated to be taken on our 2023 federal tax return for additional federal tax credits.

CNX recognizes accrued interest and penalties related to uncertain tax positions in interest expense and income tax expense, respectively. As of June 30, 2023 and December 31, 2022, CNX had no accrued liabilities for interest and penalties related to uncertain tax positions.

CNX and its subsidiaries file federal income tax returns with the United States and tax returns within various 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 2019.

West Virginia enacted legislation in March 2023 for public companies which allows for a deduction for the deferred tax adjustment as of January 1, 2022 resulting from the change in state apportionment methodology from three factor to single sales factor and elimination of the throw-out rule if the change results in an aggregate increase in net deferred tax liabilities, decrease in net deferred tax assets, or change from a net deferred tax asset to a net deferred tax liability. The deduction is available over a ten-year period beginning with the first tax year on or after January 1, 2033. The Company has recorded a discrete income tax benefit of approximately $15,983 in the Consolidated Statements of Income to reflect the recent legislative change resulting in a decrease to deferred tax liabilities in the Consolidated Balance Sheets.

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NOTE 6—PROPERTY, PLANT AND EQUIPMENT:

	June 30, 2023		December 31, 2022
Intangible Drilling Cost	$	5,749,646	$	5,554,021
Gas Gathering Equipment	2,576,681		2,542,587
Gas Wells and Related Equipment	1,440,999		1,342,719
Proved Gas Properties	1,368,079		1,345,114
Unproved Gas Properties	720,697		734,890
Surface Land and Other Equipment	191,123		193,153
Other	200,633		195,214
Total Property, Plant and Equipment	12,247,858		11,907,698
Less: Accumulated Depreciation, Depletion and Amortization	5,008,026		4,811,189
Total Property, Plant and Equipment - Net	$	7,239,832	$	7,096,509

NOTE 7—GOODWILL AND OTHER INTANGIBLE ASSETS:

Goodwill:

All goodwill is attributed to the Midstream reporting unit within the Shale segment. Goodwill is evaluated for impairment at least annually and whenever events or changes in circumstance indicate that the fair value of a reporting unit is less than its carrying amount.

The accumulated impairment loss on goodwill is $473,045, resulting in a carrying value of $323,314 at both June 30, 2023 and December 31, 2022.

Other Intangible Assets:

The carrying amount and accumulated amortization of other intangible assets consist of the following:

	June 30, 2023		December 31, 2022
Other Intangible Assets:
Gross Amortizable Asset - Customer Relationships	$	109,752	$	109,752
Less: Accumulated Amortization - Customer Relationships	36,038		32,762
Total Other Intangible Assets, net	$	73,714	$	76,990

The customer relationship intangible asset is being amortized on a straight-line basis over approximately 17 years. Amortization expense related to other intangible assets for the three and six months ended June 30, 2023 was $1,638 and $3,276, respectively. Amortization expense related to other intangible assets for the three and six months ended June 30, 2022 was $1,638 and $3,277, respectively. The estimated annual amortization expense is expected to approximate $6,552 per year for each of the next five years.

NOTE 8—REVOLVING CREDIT FACILITIES:

CNX:

On May 10, 2023 and May 5, 2022, CNX amended its Third Amended and Restated Credit Agreement dated October 6, 2021, which provides for a senior secured revolving credit facility (as amended, the "CNX Credit Agreement"). In 2022, revisions were made to replace LIBOR as a benchmark interest rate with SOFR, or the secured overnight financing rate. In 2023, the elected commitments of the CNX Credit Agreement were increased from $1,300,000 to $1,350,000. Following the amendments, CNX remains the borrower and certain of its subsidiaries (not including CNX Midstream Partners LP (CNXM), its subsidiaries or general partner) as guarantor loan parties on the CNX Credit Agreement. The CNX Credit Agreement replaced the prior CNX revolving credit facility and remains subject to semi-annual redetermination. The CNX Credit Agreement has a $2,250,000 borrowing base and $1,350,000 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 availability under the CNX Credit Agreement minus the aggregate principal amount of any and all such outstanding

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Convertible 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 Springing 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.

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 one-month 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 required number of lenders in good faith by calculating a loan value of the Company’s proved reserves.

The CNX Credit Agreement also requires that CNX maintain a maximum net leverage ratio of no greater than 3.50 to 1.00, which is calculated as the ratio of debt less cash on hand to consolidated EBITDA, measured quarterly. CNX must also maintain a minimum current ratio of no less than 1.00 to 1.00, which is calculated as the ratio of current assets, plus revolver availability, to current liabilities, excluding derivative asset/liability position, and convertible note liability until one year prior to maturity, and borrowings under the revolver, measured quarterly. The calculation of all of the ratios excludes CNX Gathering and CNXM and its subsidiaries. CNX was in compliance with all financial covenants as of June 30, 2023.

At June 30, 2023, the CNX Credit Agreement had no borrowings outstanding and $94,535 of letters of credit outstanding, leaving $1,255,465 of unused capacity. At December 31, 2022, the CNX Credit Agreement had no borrowings outstanding and $171,272 of letters of credit outstanding, leaving $1,128,728 of unused capacity.

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. CNXM remains the borrower and certain of its subsidiaries remain as guarantor loan parties on the CNXM 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 one-month 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, 2023.

At June 30, 2023, the CNXM Credit Agreement had $99,500 of borrowings outstanding, with a weighted average interest rate of 7.27% and no letters of credit outstanding, leaving $500,500 of unused capacity. At December 31, 2022, the CNXM Credit Agreement had $153,700 of borrowings outstanding, with a weighted average interest rate of 6.45%, and $30 of letters of credit outstanding, leaving $446,270 of unused capacity.

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NOTE 9—OTHER ACCRUED LIABILITIES:

	June 30, 2023		December 31, 2022
Royalties	$	88,568	$	144,482
Accrued Interest	55,234		36,744
Transportation Charges	21,123		12,808
Deferred Revenue	20,856		22,095
Accrued Other Taxes	8,916		14,067
Accrued Payroll & Benefits	6,874		6,318
Short-Term Incentive Compensation	6,404		18,956
Purchased Gas Payable	1,057		5,266
Other	11,734		18,142
Current Portion of Long-Term Liabilities:
Asset Retirement Obligations	9,735		9,735
Salary Retirement	1,916		1,878
Total Other Accrued Liabilities	$	232,417	$	290,491

NOTE 10—LONG-TERM DEBT:

	June 30, 2023		December 31, 2022
Senior Notes due January 2029 at 6.00%, Issued at Par Value	$	500,000	$	500,000
Senior Notes due January 2031 at 7.375% (Principal of $500,000 less Unamortized Discount of $5,685 and $6,061, respectively)	494,315		493,939
CNX Midstream Partners LP Senior Notes due April 2030 at 4.75% (Principal of $400,000 less Unamortized Discount of $3,942 and $4,231, respectively)*	396,058		395,769
Senior Notes due March 2027 at 7.25% (Principal of $350,000 plus Unamortized Premium of $1,997 and $2,266, respectively)	351,997		352,266
Convertible Senior Notes due May 2026 at 2.25% (Principal of $330,654 less Unamortized Discount and Issuance Costs of $5,530 and $6,460, respectively)	325,124		324,194
CNX Midstream Partners LP Revolving Credit Facility*	99,500		153,700
Less: Unamortized Debt Issuance Costs	12,901		14,133
Long-Term Debt	$	2,154,093	$	2,205,735

*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 due May 2026 ("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 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

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(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 in the indenture, 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;

•if 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’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. At June 30, 2023, the conditions allowing holders of the Convertible Notes to exercise their conversion right were not met and as of June 30, 2023, the Convertible Notes were not convertible. The Convertible Notes are therefore classified as long-term debt at June 30, 2023.

On January 1, 2022, the Company adopted ASU 2020-06 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 Notes, 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 diluted earnings per share.

Prior to the adoption of ASU 2020-06, 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 determined by deducting the fair value of the liability component from the principal value of the Convertible Notes and was recorded in Capital in Excess of Par Value in the Consolidated Statement of Stockholders Equity and was 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 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.

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The net carrying amount of the liability and equity components of the Convertible Notes was as follows:

	June 30, 2023		December 31, 2022
Liability Component:
Principal	$	330,654	$	330,654
Unamortized Issuance Costs	(5,530)		(6,460)
Net Carrying Amount	$	325,124	$	324,194
Fair Value	$	489,103	$	483,581
Fair Value Hierarchy	Level 2		Level 2

Interest expense related to the Convertible Notes is as follows:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Contractual Interest Expense	$	1,860	$	1,918	$	3,720	$	3,857
Amortization of Issuance Costs	467		483		930		954
Total Interest Expense	$	2,327	$	2,401	$	4,650	$	4,811

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 months ended June 30, 2022, CNX purchased $14,346 of its outstanding Convertible Notes. As part of this transaction a loss of $12,981 was included in Loss on Debt Extinguishment in the Consolidated Statements of Income during the three and six months ended June 30, 2022. No purchases were made during the three and six months ended June 30, 2023.

NOTE 11—COMMITMENTS AND CONTINGENT LIABILITIES:

CNX and its subsidiaries are subject to various lawsuits and claims with respect to such matters as personal injury, royalty accounting, damage to property, 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. CNX accrues the estimated loss for these lawsuits and claims when the loss is probable and can be estimated. The Company's current estimated accruals related to these pending claims, individually and in the aggregate, are immaterial to the financial position, results of operations or cash flows of CNX. It is possible that the aggregate loss in the future with respect to these lawsuits and claims could ultimately be material to the financial position, results of operations or cash flows of CNX; however, such amounts cannot be reasonably estimated.

The 1992 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

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2,159 retirees allegedly traced to the December 2013 sale by CONSOL Energy Inc. 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 Sold Subsidiaries were last signatory operators and that CNX and CONSOL are related persons to the 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 1992 Plan seeks, among other relief, a declaration that CNX and CONSOL 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 all coal-related liabilities, including this lawsuit. With respect to this matter, although a loss is possible, it is not probable, and accordingly no accrual has been recognized.

On July 22, 2021, CNX received a letter from the UMWA 1974 Pension Plan requesting information related to the facts and circumstances surrounding the 2013 sale of certain of its coal subsidiaries to Murray Energy. The letter indicates that litigation related to potential withdrawal liabilities from the plan created by the 2019 bankruptcy of Murray Energy is reasonably foreseeable. At this time, no liability has been assessed. 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 all coal-related liabilities including any potential withdrawal liabilities.

At June 30, 2023, CNX has provided the following financial guarantees, unconditional purchase obligations, and letters of credit to certain third-parties as described by major category in the following 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 unconditional purchase obligations and letters of credit are recorded as liabilities in the financial statements. CNX management believes that the commitments in the following table will expire without being funded, and therefore will not have a material adverse effect on CNX's financial condition.

	Amount of Commitment Expiration Per Period
	Total Amounts Committed		Less Than 1 Year		1-3 Years		3-5 Years		Beyond 5 Years
Letters of Credit:
Firm Transportation	$	91,448	$	91,448	$	—	$	—	$	—
Other	3,087		3,087		—		—		—
Total Letters of Credit	94,535		94,535		—		—		—
Surety Bonds:
Employee-Related	2,250		2,250		—		—		—
Environmental	11,509		11,451		58		—		—
Firm Transportation	76,336		76,336		—		—		—
Financial Guarantees	81,270		81,270		—		—		—
Other	8,603		7,119		1,484		—		—
Total Surety Bonds	179,968		178,426		1,542		—		—
Total Commitments	$	274,503	$	272,961	$	1,542	$	—	$	—

Excluded from the above table are commitments and guarantees entered into in conjunction with the spin-off of the Company's coal business in November 2017. Although CONSOL has agreed 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 to indemnify CNX in the event that CNX is so called upon (See "Item 1A. Risk Factors" in CNX's 2022 Annual Report on Form 10-K as filed with the SEC on February 9, 2023 ("2022 Form 10-K") for additional information).

CNX enters into long-term unconditional purchase obligations to procure major equipment purchases, natural gas firm transportation, gas drilling services and other operating goods and services. These purchase obligations are not recorded in the Consolidated Balance Sheets. As of June 30, 2023, the purchase obligations for each of the next five years and beyond are as follows:

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Obligations Due	Amount
Less than 1 year	$	247,372
1 - 3 years	432,561
3 - 5 years	356,584
More than 5 years	652,823
Total Purchase Obligations	$	1,689,340

NOTE 12—DERIVATIVE INSTRUMENTS:

CNX 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 an interest rate swap agreement, inclusive of a put option at zero basis points, 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 four year period.

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.

CNX enters into financial derivative instruments (over-the-counter swaps) to manage its exposure to natural gas and NGL price fluctuations. 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 natural gas swaps for the period April through October of 2022. Under these purchased financial swaps, CNX pays a fixed price to, and receives a floating price from, its hedge counterparties. Purchased swaps have the effect of reducing total hedged volumes for the period of the swap. Commodity hedges are accounted for on a mark-to-market basis with changes in fair value recorded in current period earnings.

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

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

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

The total notional amounts of CNX's derivative instruments were as follows:

	June 30,		December 31,		Forecasted to
	2023		2022		Settle Through
Natural Gas Commodity Swaps (Bcf)	1,538.3		1,607.9		2027
Natural Gas Basis Swaps (Bcf)	929.0		1,023.7		2027
Propane Commodity Swaps (Mbbls)	246.6		—		2024
Interest Rate Swaps	$	410,000	$	410,000	2024

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The gross fair value of CNX's derivative instruments was as follows:

	June 30,		December 31,
	2023		2022
Current Assets:
Commodity Derivative Instruments:
Commodity Swaps	$	84,922	$	21,759
Propane Swaps	3,035		—
Basis Only Swaps	124,990		118,115
Interest Rate Swaps	14,065		14,600
Total Current Assets	$	227,012	$	154,474
Other Non-Current Assets:
Commodity Derivative Instruments:
Commodity Swaps	$	157,010	$	42,786
Basis Only Swaps	148,877		197,280
Interest Rate Swaps	—		4,865
Total Other Non-Current Assets	$	305,887	$	244,931
Current Liabilities:
Commodity Derivative Instruments:
Commodity Swaps	$	208,440	$	732,717
Basis Only Swaps	21,793		38,559
Interest Rate Swaps	10,641		11,377
Total Current Liabilities	$	240,874	$	782,653
Non-Current Liabilities:
Commodity Derivative Instruments:
Commodity Swaps	$	771,888	$	1,466,124
Basis Only Swaps	40,856		47,370
Interest Rate Swaps	—		3,527
Total Non-Current Liabilities	$	812,744	$	1,517,021

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The effect of commodity derivative instruments on the Company's Consolidated Statements of Income was as follows:

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Realized Gain (Loss) on Commodity Derivative Instruments:
Natural Gas Commodity Swaps	$	83,395	$	(558,374)	$	33,469	$	(830,193)
Natural Gas Basis Swaps	(4,455)		27,983		(15,561)		28,961
Propane Swaps	619		—		619		—
Total Realized Gain (Loss) on Commodity Derivative Instruments	79,559		(530,391)		18,527		(801,232)
Unrealized Gain (Loss) on Commodity Derivative Instruments:
Natural Gas Commodity Swaps	326,127		(197,309)		1,306,963		(1,851,422)
Natural Gas Basis Swaps	134,671		75,057		(23,564)		273,618
Propane Swaps	2,115		—		2,713		—
Total Unrealized Gain (Loss) on Commodity Derivative Instruments	462,913		(122,252)		1,286,112		(1,577,804)
Gain (Loss) on Commodity Derivative Instruments:
Natural Gas Commodity Swaps	409,522		(755,683)		1,340,432		(2,681,615)
Natural Gas Basis Swaps	130,216		103,040		(39,125)		302,579
Propane Swaps	2,734		—		3,332		—
Total Gain (Loss) on Commodity Derivative Instruments	$	542,472	$	(652,643)	$	1,304,639	$	(2,379,036)

The effect of interest rate swaps on Interest Expense in the Company's Consolidated Statements of Income was as follows:

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Cash Received (Paid) in Settlement of Interest Rate Swaps	$	1,016	$	(763)	$	1,816	$	(1,700)
Unrealized (Loss) Gain on Interest Rate Swaps	(176)		2,131		(1,137)		7,353
Gain on Interest Rate Swaps	$	840	$	1,368	$	679	$	5,653

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 13—FAIR VALUE OF FINANCIAL INSTRUMENTS:

CNX determines the fair value of assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. The fair value hierarchy is based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources (including NYMEX forward curves, LIBOR 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 1 - Quoted prices for identical instruments in active markets.

Level 2 - The fair value of the assets and liabilities included in Level 2 are based on standard industry income approach

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models that use significant observable inputs, including NYMEX forward curves, LIBOR and SOFR-based discount rates and basis forward curves.

Level 3 - Unobservable inputs significant to the fair value measurement supported by little or no market activity.

In those cases when the inputs used to measure fair value meet the definition of more than one level of the fair value hierarchy, the lowest level input that is significant to the fair value measurement in its totality determines the applicable level in the fair value hierarchy.

The financial instrument measured at fair value on a recurring basis is summarized below:

	Fair Value Measurements at June 30, 2023							Fair Value Measurements at December 31, 2022
Description	Level 1		Level 2			Level 3		Level 1		Level 2			Level 3
Gas Derivatives	$	—	$	(524,143)	*	$	—	$	—	$	(1,904,830)	**	$	—
Interest Rate Swaps	$	—	$	3,424		$	—	$	—	$	4,561		$	—

*Includes $16,913 of gas derivatives that have been settled but not received.

**Includes $77,662 of gas derivatives that have been settled but not paid.

The carrying amounts and fair values of financial instruments for which the fair value option was not elected are as follows:

	June 30, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and Cash Equivalents	$	22,765	$	22,765	$	21,321	$	21,321
Long-Term Debt (Excluding Debt Issuance Costs)	$	2,166,994	$	2,215,368	$	2,219,868	$	2,240,919

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

NOTE 14—SEGMENT INFORMATION:

The Company reports segment information based on the "management" approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’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 and the Company has two reportable segments that conducts those operations: Shale and Coalbed Methane. The Other Segment 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, new technologies, as well as various other expenses that are managed outside the reportable segments as discussed above. Operating profit for each segment is based on sales less identifiable operating and non-operating expenses.

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Industry segment results for the three months ended June 30, 2023 are:

	Shale		Coalbed Methane		Other		Consolidated
Natural Gas, NGLs and Oil Revenue	$	234,192	$	22,634	$	235	$	257,061	(A)
Purchased Gas Revenue	—		—		9,355		9,355
Gain on Commodity Derivative Instruments	73,522		6,002		462,948		542,472
Other Revenue and Operating Income	17,027		—		13,785		30,812		(B)
Total Revenue and Other Operating Income	$	324,741	$	28,636	$	486,323	$	839,700
Total Operating Expense	$	171,501	$	34,020	$	66,113	$	271,634
Earnings (Loss) Before Income Tax	$	153,240	$	(5,384)	$	488,866	$	636,722
Segment Assets	$	6,589,145	$	949,438	$	993,272	$	8,531,855	(C)
Depreciation, Depletion and Amortization	$	86,816	$	12,586	$	4,280	$	103,682
Capital Expenditures	$	186,285	$	7,630	$	2,070	$	195,985

(A)    Included in Natural Gas, NGLs and Oil Revenue are sales of $36,511 to Citadel Energy Marketing LLC, and $31,648 to Direct Energy Business Marketing LLC, each of which comprises over 10% of revenue from contracts with external customers for the period.

(B)    Includes midstream revenue of $17,027 and equity in earnings of unconsolidated affiliates of $1,334 for Shale and Other, respectively. Other also includes sales of environmental attributes of $7,986.

(C)    Other includes investments in unconsolidated equity affiliates of $13,162.

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

 

	Shale		Coalbed Methane		Other		Consolidated
Natural Gas, NGLs and Oil Revenue	$	923,269	$	79,583	$	554	$	1,003,406	(D)
Purchased Gas Revenue	—		—		46,552		46,552
Loss on Commodity Derivative Instruments	(489,026)		(41,222)		(122,395)		(652,643)
Other Revenue and Operating Income	17,990		—		5,113		23,103		(E)
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	(F)
Depreciation, Depletion and Amortization	$	95,910	$	13,037	$	7,233	$	116,180
Capital Expenditures	$	131,279	$	3,526	$	1,863	$	136,668

(D)    Included in Natural Gas, NGLs and Oil Revenue are sales of $117,460 to Direct Energy Business Marketing LLC, which comprises over 10% of revenue from contracts with external customers for the period.

(E)    Includes midstream revenue of $17,990 and equity in earnings of unconsolidated affiliates of $1,377 for Shale and Other, respectively.

(F)    Other includes investments in unconsolidated equity affiliates of $14,978.

Industry segment results for the six months ended June 30, 2023 are:

	Shale		Coalbed Methane		Other		Consolidated
Natural Gas, NGLs and Oil Revenue	$	641,390	$	70,670	$	640	$	712,700	(G)
Purchased Gas Revenue	—		—		46,167		46,167
Gain on Commodity Derivative Instruments	17,186		1,331		1,286,122		1,304,639
Other Revenue and Operating Income	33,780		—		18,390		52,170		(H)
Total Revenue and Other Operating Income	$	692,356	$	72,001	$	1,351,319	$	2,115,676
Total Operating Expense	$	359,618	$	70,440	$	162,173	$	592,231
Earnings Before Income Tax	$	332,738	$	1,561	$	1,230,379	$	1,564,678
Segment Assets	$	6,589,145	$	949,438	$	993,272	$	8,531,855	(I)
Depreciation, Depletion and Amortization	$	174,927	$	25,032	$	8,945	$	208,904
Capital Expenditures	$	345,634	$	17,089	$	3,290	$	366,013

(G)    Included in Natural Gas, NGLs and Oil Revenue are sales of $86,749 to Direct Energy Business Marketing LLC, and $81,429 to Citadel Energy Marketing LLC, each of which comprises over 10% of revenue from contracts with external customers for the period.

(H)    Includes midstream revenue of $33,780 and equity in earnings of unconsolidated affiliates of $1,448 for Shale and Other, respectively. Other also includes sales of environmental attributes of $7,986.

(I)    Other includes investments in unconsolidated equity affiliates of $13,162.

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Industry segment results for the six months ended June 30, 2022 are:

 

	Shale		Coalbed Methane		Other		Consolidated
Natural Gas, NGLs and Oil Revenue	$	1,604,080	$	142,955	$	995	$	1,748,030	(J)
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 Income	35,647		—		10,286		45,933		(K)
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	(L)
Depreciation, Depletion and Amortization	$	197,354	$	26,276	$	11,173	$	234,803
Capital Expenditures	$	250,079	$	5,921	$	2,984	$	258,984

(J)    Included in 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.

(K)    Includes midstream revenue of $35,647 and equity in earnings of unconsolidated affiliates of $2,177 for Shale and Other, respectively.

(L)    Other includes investments in unconsolidated equity affiliates of $14,978.

Reconciliation of Segment Information to Consolidated Amounts:

Revenue and Other Operating Income (Loss)

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Total Segment Revenue from Contracts with External Customers	$	283,443	$	1,067,948	$	792,647	$	1,876,070
Gain (Loss) on Commodity Derivative Instruments	542,472		(652,643)		1,304,639		(2,379,036)
Other Operating Income	13,785		5,113		18,390		10,286
Total Consolidated Revenue and Other Operating Income (Loss)	$	839,700	$	420,418	$	2,115,676	$	(492,680)

NOTE 15—STOCK REPURCHASE:

On January 26, 2021, the Company’s Board of Directors approved an increase in the aggregate amount of the previous $750,000 stock repurchase program plan to $900,000, and on October 25, 2021, the Board of Directors approved an additional increase in the aggregate amount of the stock repurchase program plan to $1,900,000. As of June 30, 2023 the amount available under the stock repurchase program is $291,002, and is 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 Company'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 program at any time. The Board of Directors will continue to evaluate the size of the stock repurchase program based on CNX's free cash flow position, leverage ratio, and capital plans.

During the six months ended June 30, 2023, 9,747,408 shares were repurchased and retired at an average price of $15.98 per share for a total cost of $157,302, which includes the one-percent excise tax under the Inflation Reduction Act of 2022. 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.

On July 25, 2023, the Company’s Board of Directors approved a $1,000,000 increase to its existing stock repurchase program. As of July 25, 2023, this approval increased the dollar amount of common stock currently available to be repurchased under the Company’s existing stock repurchase program to approximately $1,268,209, which is not subject to a termination date or expiration date.

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NOTE 16—SUPPLEMENTAL CASH FLOW INFORMATION:

The following are non-cash transactions that impact the investing and financing activities of CNX.

As of June 30, 2023 and December 31, 2022, CNX purchased goods and services related to capital projects in the amount of $38,792 and $56,052, respectively, which are included in accounts payable.

The following table shows cash paid:

	For the Six Months Ended June 30,
	2023		2022
Interest (Net of Amounts Capitalized)	$	46,053	$	62,751
Income Taxes	$	6,050	$	—

NOTE 17—RECENT ACCOUNTING PRONOUNCEMENTS:

CNX has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe any of these pronouncements will have a material impact on the Company.

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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 current 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 as a result of various risk factors, including those that may not be in the control of management. For further information on items that could impact future operating performance or financial condition, please see "Part I. Item 1A. Risk Factors" and the section entitled "Forward-Looking Statements" contained in our Annual Report on Form 10-K for the year ended December 31, 2022, which we filed with the SEC on February 9, 2023. CNX does not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

General

CNX continually monitors factors that could cause actual results of operations to differ from historical results or current expectations. Examples include the conflict between Russia and Ukraine and the recent announcement by the Organization of the Petroleum Exporting Countries (OPEC) to cut production, both of which have 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.

Natural gas, NGL, and Oil Pricing

Prices for natural gas, NGLs and oil that CNX produces significantly impact revenue and cash flows. In the current economic environment, CNX expects that commodity prices for some or all of the commodities we produce will remain volatile. 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 as well as financial hedges. However, this market volatility is beyond our control and may adversely impact our business, financial condition, results of operations and future cash flows.

Inflation

Heightened levels of inflation, primarily related to steel, diesel fuel and labor, continue to present risk for CNX and the broader natural gas industry. CNX experienced higher capital costs from inflation in the six months ended June 30, 2023. If inflation continues at its current levels or increases further for any extended period of time, 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 in the third quarter of 2023 is 114.3 Bcf. CNX's annual gas hedge position is shown in the table below:

	2023	2024
Volumes Hedged (Bcf), as of 7/6/23	432.6(1)	411.1

1Includes actual settlements of 211.7 Bcf.

CNX's hedged gas volumes include a combination of NYMEX financial hedges, index (NYMEX and basis) financial hedges, and physical fixed price sales. In addition, to protect the NYMEX hedge volumes from basis exposure, CNX enters into basis-only financial hedges and physical sales with fixed basis at certain sales points. See Quantitative and Qualitative Disclosures About Market Risk in Item 3 of this Form 10-Q for additional information.

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Results of Operations - Three Months Ended June 30, 2023 Compared with Three Months Ended June 30, 2022

Net Income

CNX reported net income of $475 million, or earnings per diluted share of $2.47, for the three months ended June 30, 2023, compared to net income of $33 million, or earnings per diluted share of $0.15, for the three months ended June 30, 2022.

Included in the earnings for the three months ended June 30, 2023 was an unrealized gain on commodity derivative instruments of $463 million and a net gain on asset sales and abandonments of $106 million. Included in the earnings for the three months ended June 30, 2022 was an unrealized loss on commodity derivative instruments of $122 million and a net gain on asset sales and abandonments of $6 million. See Note 4 – Acquisitions and Dispositions in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information related to the gain on asset sales and abandonments.

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 natural gas company’s operating performance. Sales of Natural Gas, NGL and Oil, including cash settlements is a non-GAAP measure that 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 is a non-GAAP measure that excludes certain expenses that are not directly related to CNX’s natural gas producing activities and are managed outside our production operations (See Note 14 – Segment Information in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information). These 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 accordance with GAAP. In addition, because all companies do not calculate these measures identically, these measures may not be comparable to similarly titled measures of other companies.

Non-GAAP Financial Measures Reconciliation

	For the Three Months Ended June 30,
(Dollars in millions)	2023		2022
Total Revenue and Other Operating Income	$	840	$	420
Add (Deduct):
Purchased Gas Revenue	(9)		(46)
Unrealized (Gain) Loss on Commodity Derivative Instruments	(463)		122
Other Revenue and Operating Income	(31)		(23)
Sales of Natural Gas, NGL and Oil, including Cash Settlements, a Non-GAAP Financial Measure	$	337	$	473
Total Operating Expense	$	272	$	330
Add (Deduct):
Depreciation, Depletion and Amortization (DD&A) - Corporate	(3)		(2)
Exploration and Production Related Other Costs	(2)		(5)
Purchased Gas Costs	(9)		(46)
Selling, General and Administrative Costs	(30)		(30)
Other Operating Expense	(21)		(21)
Natural Gas, NGL and Oil Production Costs, a Non-GAAP Financial Measure1	$	207	$	226

1 Natural Gas, NGL and Oil production costs consists primarily of lease operating expense, production ad valorem and other fees, transportation, gathering and compression and production related depreciation, depletion and amortization.

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Selected Natural Gas, NGL and Oil Production Financial Data

The following table presents a summary of our 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 above for the reconciliation to the most directly comparable financial measures calculated and presented in accordance with GAAP):

	For the Three Months Ended June 30,
	2023				2022				Variance
	in Millions		Per Mcfe		in Millions		Per Mcfe		in Millions		Per Mcfe
Total Sales Volumes (Bcfe)*			134.2				142.3				(8.1)
Natural Gas, NGL and Oil Revenue	$	257	$	1.87	$	1,003	$	7.30	$	(746)	$	(5.43)
Gain (Loss) on Commodity Derivative Instruments - Cash Settlement	80		0.64		(530)		(3.98)		610		4.62
Sales of Natural Gas, NGL and Oil, including Cash Settlements, a Non-GAAP Financial Measure	337		2.51		473		3.32		(136)		(0.81)
Lease Operating Expense	13		0.10		14		0.10		(1)		—
Production, Ad Valorem, and Other Fees	5		0.04		10		0.07		(5)		(0.03)
Transportation, Gathering and Compression	88		0.65		88		0.62		—		0.03
Depreciation, Depletion and Amortization (DD&A)	101		0.75		114		0.79		(13)		(0.04)
Natural Gas, NGL and Oil Production Costs, a Non-GAAP Financial Measure	207		1.54		226		1.58		(19)		(0.04)
Natural Gas, NGL and Oil Production Margin, a Non-GAAP Financial Measure	$	130	$	0.97	$	247	$	1.74	$	(117)	$	(0.77)

*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 8.1 Bcfe decrease in total sales volumes in the period-to-period comparison was primarily due to normal production declines and the timing of when new wells were turned-in-line after the 2022 period. There was also an approximate 3.0 Bcfe reduction in volumes related to the sale of various non-operated oil and gas assets (See Note 4 – Acquisitions and Dispositions in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information).

Changes in the average costs per Mcfe were primarily related to the following items:

•Production, ad valorem and other fees decreased on a per unit basis primarily due to decreased realized prices on natural gas.

•Transportation, gathering and compression increased on a per unit basis primarily due to an increase in repairs and maintenance expense and electrical compression expense and the overall decrease in volumes. The increase was offset in part by a transportation refund received in connection with an interstate pipeline rate case settlement.

•Depreciation, depletion and amortization expense decreased on a per unit basis due to a lower annual depletion rate primarily resulting from low-cost reserve additions from development during the 2022 period.

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Average Realized Price Reconciliation

The following table presents a breakout of liquids and natural gas sales information and settled derivative information to assist in the 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)	2023		2022		Variance		Percent Change
LIQUIDS
NGL:
Sales Volume (MMcfe)	9,659		8,845		814		9.2	%
Sales Volume (Mbbls)	1,610		1,474		136		9.2	%
Gross Price ($/Bbl)	$	19.08	$	43.26	$	(24.18)	(55.9)	%
Gross NGL Revenue	$	30,763	$	63,774	$	(33,011)	(51.8)	%
Oil/Condensate:
Sales Volume (MMcfe)	291		343		(52)		(15.2)	%
Sales Volume (Mbbls)	49		57		(8)		(14.0)	%
Gross Price ($/Bbl)	$	63.42	$	96.24	$	(32.82)	(34.1)	%
Gross Oil/Condensate Revenue	$	3,076	$	5,505	$	(2,429)	(44.1)	%
NATURAL GAS
Sales Volume (MMcf)	124,207		133,143		(8,936)		(6.7)	%
Sales Price ($/Mcf)	$	1.80	$	7.02	$	(5.22)	(74.4)	%
Gross Natural Gas Revenue	$	223,222	$	934,127	$	(710,905)	(76.1)	%
Hedging Impact ($/Mcf)	$	0.64	$	(3.98)	$	4.62	116.1	%
Gain (Loss) on Commodity Derivative Instruments - Cash Settlement	$	79,559	$	(530,391)	$	609,950	115.0	%

The decrease in gross revenue was primarily the result of the $5.22 per Mcf decrease in natural gas prices, when excluding the impact of hedging, the 8.1 Bcfe decrease in sales volumes, and the $24.18 per Bbl decrease in NGL prices. These decreases were offset, in-part, by the impact of the change in the realized gain (loss) on commodity derivative instruments - cash settlement related to the Company's hedging program.

33

SEGMENT ANALYSIS for the three months ended June 30, 2023 compared to the three months ended June 30, 2022:

	For the Three Months Ended								Difference to Three Months Ended
	June 30, 2023								June 30, 2022
(in millions)	Shale		CBM		Other		Total		Shale		CBM		Other		Total
Natural Gas, NGLs and Oil Revenue	$	234	$	23	$	—	$	257	$	(689)	$	(56)	$	(1)	$	(746)
Gain on Commodity Derivative Instruments	74		6		463		543		563		47		585		1,195
Purchased Gas Revenue	—		—		9		9		—		—		(37)		(37)
Other Revenue and Operating Income	17		—		14		31		(1)		—		9		8
Total Revenue and Other Operating Income	325		29		486		840		(127)		(9)		556		420
Lease Operating Expense	9		4		—		13		(1)		—		—		(1)
Production, Ad Valorem, and Other Fees	5		—		—		5		(3)		(2)		—		(5)
Transportation, Gathering and Compression	71		17		—		88		(5)		5		—		—
Depreciation, Depletion and Amortization	87		13		4		104		(9)		—		(3)		(12)
Exploration and Production Related Other Costs	—		—		2		2		—		—		(3)		(3)
Purchased Gas Costs	—		—		9		9		—		—		(37)		(37)
Selling, General and Administrative Costs	—		—		30		30		—		—		—		—
Other Operating Expense	—		—		21		21		—		—		—		—
Total Operating Expense	172		34		66		272		(18)		3		(43)		(58)
Other Expense	—		—		2		2		—		—		(3)		(3)
Gain on Asset Sales and Abandonments, net	—		—		(106)		(106)		—		—		(100)		(100)
Loss on Debt Extinguishment	—		—		—		—		—		—		(13)		(13)
Interest Expense	—		—		35		35		—		—		4		4
Total Other Expense	—		—		(69)		(69)		—		—		(112)		(112)
Total Costs and Expenses	172		34		(3)		203		(18)		3		(155)		(170)
Earnings (Loss) Before Income Tax	$	153	$	(5)	$	489	$	637	$	(109)	$	(12)	$	711	$	590

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        SHALE SEGMENT

The Shale segment had earnings before income tax of $153 million for the three months ended June 30, 2023 compared to earnings before income tax of $262 million for the three months ended June 30, 2022.

	For the Three Months Ended June 30,
	2023		2022		Variance		Percent Change
Shale Gas Sales Volumes (Bcf)	114.0		122.1		(8.1)		(6.6)	%
NGLs Sales Volumes (Bcfe)*	9.7		8.8		0.9		10.2	%
Oil/Condensate Sales Volumes (Bcfe)*	0.3		0.3		—		—	%
Total Shale Sales Volumes (Bcfe)*	124.0		131.2		(7.2)		(5.5)	%
Average Sales Price - Natural Gas (per Mcf)	$	1.76	$	7.00	$	(5.24)	(74.9)	%
Gain (Loss) on Commodity Derivative Instruments - Cash Settlement (per Mcf)	$	0.64	$	(4.01)	$	4.65	116.0	%
Average Sales Price - NGLs (per Mcfe)*	$	3.18	$	7.21	$	(4.03)	(55.9)	%
Average Sales Price - Oil/Condensate (per Mcfe)*	$	10.54	$	16.03	$	(5.49)	(34.2)	%
Total Average Shale Sales Price (per Mcfe)	$	2.48	$	3.31	$	(0.83)	(25.1)	%
Average Shale Lease Operating Expenses (per Mcfe)	0.07		0.08		(0.01)		(12.5)	%
Average Shale Production, Ad Valorem and Other Fees (per Mcfe)	0.04		0.05		(0.01)		(20.0)	%
Average Shale Transportation, Gathering and Compression Costs (per Mcfe)	0.57		0.58		(0.01)		(1.7)	%
Average Shale Depreciation, Depletion and Amortization Costs (per Mcfe)	0.70		0.74		(0.04)		(5.4)	%
Total Average Shale Production Costs (per Mcfe)	$	1.38	$	1.45	$	(0.07)	(4.8)	%
Total Average Shale Production Margin (per Mcfe)	$	1.10	$	1.86	$	(0.76)	(40.9)	%

* 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, NGL, condensate, and natural gas prices.

The Shale segment had natural gas, NGLs and oil/condensate revenue of $234 million for the three months ended June 30, 2023 compared to $923 million for the three months ended June 30, 2022. The $689 million decrease was due primarily to a 74.9% decrease in the average sales price for natural gas, a 5.5% decrease in total Shale sales volumes and a 55.9% decrease in the average sales price of NGLs. The decrease in total Shale volumes was primarily due to normal production declines and the timing of when new wells were turned-in-line after the 2022 period. There was also an approximate 3.0 Bcfe reduction in volumes related to the sale of non-operated Shale wells (See Note 4 – Acquisitions and Dispositions in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information).

The decrease in total average Shale sales price was primarily due to a $5.24 per Mcf decrease in average gas sales price and a $4.03 per Mcfe decrease in the average NGL sales price. These decreases were offset in part by a $4.65 per Mcf change in the realized gain (loss) on commodity derivative instruments. The notional amounts associated with these financial hedges represented approximately 103.9 Bcf of the Company's produced Shale gas sales volumes for the three months ended June 30, 2023 at an average gain of $0.70 per Mcf hedged. For the three months ended June 30, 2022, these financial hedges represented approximately 104.6 Bcf at an average loss of $4.68 per Mcf hedged.

Total operating costs and expenses for the Shale segment were $172 million for the three months ended June 30, 2023 compared to $190 million for the three months ended June 30, 2022. The decreases in total dollars and unit costs for the Shale segment were due to the following items:

•Shale lease operating expenses were $9 million for the three months ended June 30, 2023 compared to $10 million for the three months ended June 30, 2022. The decrease in total dollars was primarily due to a decrease in water disposal costs.

•Shale production, ad valorem and other fees were $5 million for the three months ended June 30, 2023 compared to $8 million for the three months ended June 30, 2022. The decrease in total dollars was primarily due to decreased realized prices on natural gas and the decrease in total Shale sales volumes.

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•Shale transportation, gathering and compression costs were $71 million for the three months ended June 30, 2023 compared to $76 million for the three months ended June 30, 2022. The decrease in total dollars was primarily due to a transportation refund received in the current period in connection with an interstate pipeline rate case settlement. The decrease was offset, in part, by an increase in repairs and maintenance expense and electrical compression expense. On a per unit basis, the decrease in total dollars was offset by the decrease in total Shale sales volumes.

•Depreciation, depletion and amortization costs attributable to the Shale segment were $87 million for the three months ended June 30, 2023 compared to $96 million for the three months ended June 30, 2022. These amounts included depletion on a units of production basis of $0.59 per Mcfe and $0.62 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 2022 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 $17 million for the three months ended June 30, 2023 compared to $18 million for the three months ended June 30, 2022. 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 a loss before income tax of $5 million for the three months ended June 30, 2023 compared to earnings before income tax of $7 million for the three months ended June 30, 2022.

	For the Three Months Ended June 30,
	2023		2022		Variance		Percent Change
CBM Gas Sales Volumes (Bcf)	10.1		11.0		(0.9)		(8.2)	%
Average Sales Price - Gas (per Mcf)	$	2.24	$	7.23	$	(4.99)	(69.0)	%
Gain (Loss) on Commodity Derivative Instruments - Cash Settlement (per Mcf)	$	0.59	$	(3.75)	$	4.34	115.7	%
Total Average CBM Sales Price (per Mcf)	$	2.84	$	3.49	$	(0.65)	(18.6)	%
Average CBM Lease Operating Expenses (per Mcf)	0.44		0.39		0.05		12.8	%
Average CBM Production, Ad Valorem and Other Fees (per Mcf)	0.05		0.22		(0.17)		(77.3)	%
Average CBM Transportation, Gathering and Compression Costs (per Mcf)	1.64		1.07		0.57		53.3	%
Average CBM Depreciation, Depletion and Amortization Costs (per Mcf)	1.24		1.18		0.06		5.1	%
Total Average CBM Production Costs (per Mcf)	$	3.37	$	2.86	$	0.51	17.8	%
Total Average CBM Production Margin (per Mcf)	$	(0.53)	$	0.63	$	(1.16)	(184.1)	%

The CBM segment had natural gas revenue of $23 million for the three months ended June 30, 2023 compared to $79 million for the three months ended June 30, 2022. The decrease was due to a 69.0% decrease in the average sales price for natural gas in the current period and an 8.2% decrease in CBM sales volumes due to normal production declines.

The total average CBM sales price decreased $0.65 per Mcf due to a $4.99 per Mcf decrease in average gas sales price, offset in part by a $4.34 per Mcf change in the realized gain (loss) on commodity derivative instruments resulting from the Company's hedging program. The notional amounts associated with these financial hedges represented approximately 8.3 Bcf of the Company's produced CBM sales volumes for the three months ended June 30, 2023 at an average gain of $0.72 per Mcf hedged. For the three months ended June 30, 2022, these financial hedges represented approximately 8.9 Bcf at an average loss of $4.64 per Mcf hedged.

Total operating costs and expenses for the CBM segment were $34 million for the three months ended June 30, 2023 compared to $31 million for the three months ended June 30, 2022. The increases in total dollars and unit costs for the CBM segment were due to the following items:

•CBM lease operating expenses were $4 million for both the three months ended June 30, 2023 and June 30, 2022. The increase in unit costs was due to the decrease in CBM sales volumes.

36

•CBM production, ad valorem and other fees were nominal for the three months ended June 30, 2023 compared to $2 million for the three months ended June 30, 2022. The decreases in total dollars and unit costs were primarily due to decreased realized prices on natural gas.

•CBM transportation, gathering and compression costs were $17 million for the three months ended June 30, 2023 compared to $12 million for the three months ended June 30, 2022. The increases in total dollars and unit costs were primarily due to increases in repairs and maintenance expense and electrical compression expense.

•Depreciation, depletion and amortization costs attributable to the CBM segment were $13 million for both the three months ended June 30, 2023 and June 30, 2022. These amounts included depletion on a units of production basis of $0.64 per Mcfe for both periods. The remaining depreciation, depletion and amortization costs were either recorded on a straight-line basis or related to asset retirement obligations.

OTHER SEGMENT

The Other Segment 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, new technologies, exploration and production related other costs, as well as various other expenses that are managed outside the Shale and CBM segments such as SG&A, interest expense and income taxes.

The Other Segment had earnings before income tax of $489 million for the three months ended June 30, 2023 compared to a loss before income tax of $222 million for the three months ended June 30, 2022. The increase in total dollars is discussed below.

	For the Three Months Ended June 30,
	2023	2022	Variance	Percent Change
Other Gas Sales Volumes (Bcf)	0.1	0.1	—	—	%

Unrealized Gain (Loss) on Commodity Derivative Instruments

For the three months ended June 30, 2023, the Other Segment recognized an unrealized gain on commodity derivative instruments of $463 million. For the three months ended June 30, 2022, the Other Segment recognized an unrealized loss on commodity derivative instruments of $122 million. The unrealized gain or loss on commodity derivative instruments represents changes in the fair value of all the Company's existing commodity hedges on a mark-to-market basis.

Purchased Gas Revenue and Costs

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 and to balance supply. Purchased gas revenue was $9 million for the three months ended June 30, 2023 compared to $46 million for the three months ended June 30, 2022. Purchased gas costs were $9 million for the three months ended June 30, 2023 compared to $46 million for the three months ended June 30, 2022. The period-to-period decrease in purchased gas revenue was due to a decrease in purchased gas sales volumes and a decrease in average sales price.

	For the Three Months Ended June 30,
	2023		2022		Variance		Percent Change
Purchased Gas Sales Volumes (in Bcf)	4.9		9.1		(4.2)		(46.2)	%
Average Sales Price (per Mcf)	$	1.89	$	5.14	$	(3.25)	(63.2)	%
Purchased Gas Average Cost (per Mcf)	$	1.78	$	5.08	$	(3.30)	(65.0)	%

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Other Operating Income

	For the Three Months Ended June 30,
(in millions)	2023		2022		Variance		Percent Change
Sales of Environmental Attributes	$	8	$	—	$	8	100.0	%
Excess Firm Transportation Income	4		3		1		33.3	%
Water Income	1		1		—		—	%
Equity Income from Affiliates	1		1		—		—	%
Total Other Operating Income	$	14	$	5	$	9	180.0	%

•Sales of environmental attributes, includes items such as (but are not limited to): carbon credits, air quality credits, renewable energy credits, methane capture credits, methane performance certificates, emission reductions, offsets and/or allowances. The quantities and types of environmental attributes we sell and the associated revenue can vary depending on a number of factors, including the market for these credits, changes to the various voluntary or compliance programs under which the credits are generated and sold, and our ability to strictly comply with the programs under which the attributes can be sold.

•Excess firm transportation income represents revenue from the sale 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 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 unutilized firm transportation and processing fees in total other operating expense.

•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.

Exploration and Production Related Other Costs

	For the Three Months Ended June 30,
(in millions)	2023		2022		Variance		Percent Change
Seismic Activity	$	—	$	3	$	(3)	(100.0)	%
Lease Expiration Costs	1		1		—		—	%
Land Rentals	1		1		—		—	%
Total Exploration and Production Related Other Costs	$	2	$	5	$	(3)	(60.0)	%

•Seismic activity expense for the prior period primarily related to the acquisition of three-dimensional seismic data.

•Lease expiration costs relate to leases where the primary term expired or will expire within the 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)	2023		2022		Variance		Percent Change
Salaries, Wages and Employee Benefits	$	6	$	8	$	(2)	(25.0)	%
Contributions and Advertising	1		2		(1)		(50.0)	%
Short-Term Incentive Compensation	3		3		—		—	%
Long-Term Equity-Based Compensation (Non-Cash)	5		4		1		25.0	%
Other	15		13		2		15.4	%
Total SG&A	$	30	$	30	$	—	—	%

•Salaries, wages and employee benefits decreased in the period-to-period comparison primarily due to a decrease in employee related expenses.

38

Other Operating Expense

	For the Three Months Ended June 30,
(in millions)	2023		2022		Variance		Percent Change
Unutilized Firm Transportation and Processing Fees	$	14	$	18	$	(4)	(22.2)	%
Litigation Settlements	—		2		(2)		(100.0)	%
Insurance Expense	1		1		—		—	%
Virginia Flood Expense	1		—		1		100.0	%
Environmental Attribute Fees	2		—		2		100.0	%
Other	3		—		3		100.0	%
Total Other Operating Expense	$	21	$	21	$	—	—	%

•Unutilized firm transportation and processing fees represent pipeline transportation capacity obtained to enable gas production to flow uninterrupted as sales volumes increase, as well as additional processing capacity for NGLs. In some instances, the Company may have the opportunity to realize more favorable net pricing by strategically choosing to sell natural gas into 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 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. The revenue received when this capacity is released (sold) is included in Excess Firm Transportation Income in Other Operating Income. The decrease in the period-to-period comparison was primarily due to a portion of a transportation refund received in connection with an interstate pipeline rate case settlement applicable to unutilized firm transportation expense.

•CNX and its subsidiaries are subject to various lawsuits and claims in the normal course of business. CNX accrues the estimated loss for these lawsuits and claims as litigation settlements when the loss is probable and can be estimated. (See Note 20 - Commitments and Contingent Liabilities in the Notes to the Audited Consolidated Financial Statements in Item 8 of CNX's 2022 Form 10-K for additional information). The decrease in litigation settlements in the period-to-period comparison was the result of various items, none of which were individually material.

•Virginia flood expense includes the continuing effort to cleanup and repair areas that were impacted by flooding that occurred in Buchanan County, Virginia in July 2022.

•Environmental attribute fees represent costs related to the sale of environmental attributes that are included in Other Operating Income.

•Other increased in the period-to-period comparison due to various one-time items, none of which were individually material.

Other Expense

	For the Three Months Ended June 30,
(in millions)	2023		2022		Variance		Percent Change
Other Income
Right-of-Way Sales	$	2	$	—	$	2	100.0	%
Other	1		—		1		100.0	%
Total Other Income	$	3	$	—	$	3	100.0	%
Other Expense
Professional Services	$	1	$	1	$	—	—	%
Bank Fees	3		3		—		—	%
Other Corporate Expense	1		1		—		—	%
Total Other Expense	$	5	$	5	$	—	—	%
Total Other Expense	$	2	$	5	$	(3)	(60.0)	%

39

Gain on Asset Sales and Abandonments, net

A net gain on asset sales and abandonments of $106 million was recognized in the three months ended June 30, 2023 compared to a net gain of $6 million in the three months ended June 30, 2022. The net gain recognized in the three months ended June 30, 2023 primarily relates to the sale of various non-operated oil and gas assets (See Note 4 – Acquisitions and Dispositions in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information). The net gain recognized during the three months ended June 30, 2022 primarily relates to the sale of various non-core assets (rights-of-way, surface acreage and other non-care oil and gas interests).

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 10 – Long-Term Debt in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.

Interest Expense

	For the Three Months Ended June 30,
(in millions)	2023		2022		Variance		Percent Change
Total Interest Expense	$	35	$	31	$	4	12.9	%

The $4 million increase in total interest expense was primarily due to slightly higher interest paid on long-term debt that was issued after the second quarter of 2022. The increase was also due to a minimal unrealized loss on interest rate swaps in the current period compared to a $2 million unrealized gain in the prior period. These increases were offset in part by lower borrowings on the revolving credit facility. See Note 12 – Derivative Instruments and Note 10 – 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)	2023			2022			Variance			Percent Change
Total Company Earnings Before Income Tax	$	637		$	47		$	590		1,255.3	%
Income Tax Expense	$	162		$	14		$	148		1,057.1	%
Effective Income Tax Rate	25.4		%	28.9		%	(3.5)		%

The effective income tax rate was 25.4% for the three months ended June 30, 2023 compared to 28.9% for the three months ended June 30, 2022. The effective rate for the three months ended June 30, 2023 differs from the U.S. federal statutory rate of 21% primarily due to the impact of equity compensation, federal tax credits and state taxes primarily due to a West Virginia tax law. 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. See Note 5 – Income Taxes in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.

40

Results of Operations - Six Months Ended June 30, 2023 Compared with Six Months Ended June 30, 2022

Net Income (Loss)

CNX reported net income of $1,185 million, or earnings per diluted share of $6.09, for the six months ended June 30, 2023, compared to a net loss of $890 million, or a loss per diluted share of $4.52, for the six months ended June 30, 2022.

Included in the earnings for the six months ended June 30, 2023 was an unrealized gain on commodity derivative instruments of $1,287 million and a net gain on asset sales and abandonments of $115 million. Included in the loss for the six months ended June 30, 2022 was an unrealized loss on commodity derivative instruments of $1,578 million and a net gain on asset sales and abandonments of $20 million. See Note 4 – Acquisitions and Dispositions in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information related to the gain on asset sales and abandonments.

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 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 Natural Gas, NGL and Oil, including cash settlements is a non-GAAP measure that 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 is a non-GAAP measure that excludes certain expenses that are not directly related to CNX’s natural gas producing activities and are managed outside our production operations (See Note 14 – Segment Information in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information). These 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 accordance with GAAP. In addition, because all companies do not calculate these measures identically, these measures may not be comparable to similarly titled measures of other companies.

Non-GAAP Financial Measures Reconciliation

	For the Six Months Ended June 30,
(Dollars in millions)	2023		2022
Total Revenue and Other Operating Income (Loss)	$	2,116	$	(493)
Add (Deduct):
Purchased Gas Revenue	(46)		(92)
Unrealized (Gain) Loss on Commodity Derivative Instruments	(1,287)		1,578
Other Revenue and Operating Income	(52)		(46)
Sales of Natural Gas, NGL and Oil, including Cash Settlements, a Non-GAAP Financial Measure	$	731	$	947
Total Operating Expense	$	592	$	653
Add (Deduct):
Depreciation, Depletion and Amortization (DD&A) - Corporate	(7)		(7)
Exploration and Production Related Other Costs	(7)		(6)
Purchased Gas Costs	(43)		(91)
Selling, General and Administrative Costs	(66)		(62)
Other Operating Expense	(36)		(32)
Natural Gas, NGL and Oil Production Costs, a Non-GAAP Financial Measure1	$	433	$	455

1 Natural Gas, NGL and Oil production costs consists primarily of 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 summary of our 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 above for the reconciliation to the most directly comparable financial measures calculated and presented in accordance with GAAP):

	For the Six Months Ended June 30,
	2023				2022				Variance
	in Millions		Per Mcfe		in Millions		Per Mcfe		in Millions		Per Mcfe
Total Sales Volumes (Bcfe)*			270.0				293.2				(23.2)
Natural Gas, NGL and Oil Revenue	$	713	$	2.64	$	1,748	$	6.14	$	(1035)	$	(3.50)
Gain (Loss) on Commodity Derivative Instruments - Cash Settlement	18		0.07		(801)		(2.91)		819		2.98
Sales of Natural Gas, NGL and Oil, including Cash Settlements, a Non-GAAP Financial Measure	731		2.71		947		3.23		(216)		(0.52)
Lease Operating Expense	30		0.11		30		0.10		—		0.01
Production, Ad Valorem, and Other Fees	15		0.05		20		0.07		(5)		(0.02)
Transportation, Gathering and Compression	186		0.69		177		0.60		9		0.09
Depreciation, Depletion and Amortization (DD&A)	202		0.75		228		0.78		(26)		(0.03)
Natural Gas, NGL and Oil Production Costs, a Non-GAAP Financial Measure	433		1.60		455		1.55		(22)		0.05
Natural Gas, NGL and Oil Production Margin, a Non-GAAP Financial Measure	$	298	$	1.11	$	492	$	1.68	$	(194)	$	(0.57)

*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 23.2 Bcfe decrease in volumes in the period-to-period comparison was primarily due to various operational delays and challenges that occurred in 2022, which impacted current period production due to the timing of wells being turned-in-line. The remaining variance is primarily due to normal production declines.

Changes in the average costs per Mcfe were primarily related to the following items:

•Lease operating expense increased on a per unit basis primarily due to an increase in repair and maintenance expense and the overall decrease in volumes.

•Production, ad valorem and other fees decreased on a per unit basis primarily due to decreased realized prices on natural gas.

•Transportation, gathering and compression expense increased on a per unit basis primarily due to increased processing costs, increased electrical compression expense, increased repairs and maintenance expense and lower volumes.

•Depreciation, depletion and amortization expense decreased on a per unit basis due to a lower annual depletion rate primarily resulting from low-cost reserve additions from development during the 2022 period.

42

Average Realized Price Reconciliation

The following table presents a breakout of liquids and natural gas sales information and settled derivative information to assist in the understanding 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)	2023		2022		Variance		Percent Change
LIQUIDS
NGL:
Sales Volume (MMcfe)	19,719		17,351		2,368		13.6	%
Sales Volume (Mbbls)	3,287		2,892		395		13.7	%
Gross Price ($/Bbl)	$	23.40	$	44.46	$	(21.06)	(47.4)	%
Gross NGL Revenue	$	76,819	$	128,570	$	(51,751)	(40.3)	%
Oil/Condensate:
Sales Volume (MMcfe)	806		698		108		15.5	%
Sales Volume (Mbbls)	134		116		18		15.5	%
Gross Price ($/Bbl)	$	65.88	$	86.46	$	(20.58)	(23.8)	%
Gross Oil/Condensate Revenue	$	8,849	$	10,060	$	(1,211)	(12.0)	%
NATURAL GAS
Sales Volume (MMcf)	249,498		275,144		(25,646)		(9.3)	%
Sales Price ($/Mcf)	$	2.51	$	5.85	$	(3.34)	(57.1)	%
Gross Natural Gas Revenue	$	627,032	$	1,609,401	$	(982,369)	(61.0)	%
Hedging Impact ($/Mcf)	$	0.07	$	(2.91)	$	2.98	102.4	%
Gain (Loss) on Commodity Derivative Instruments - Cash Settlement	$	18,527	$	(801,233)	$	819,760	102.3	%

The decrease in gross revenue was primarily the result of the $3.34 per Mcf decrease in natural gas prices, when excluding the impact of hedging, the 23.2 Bcfe decrease in sales volumes and the $21.06 per Bbl decrease in NGL prices. These decreases were offset, in-part, by the impact of the change in the gain (loss) on commodity derivative instruments - cash settlement related to the Company's hedging program.

43

SEGMENT ANALYSIS for the six months ended June 30, 2023 compared to the six months ended June 30, 2022:

	For the Six Months Ended								Difference to Six Months Ended
	June 30, 2023								June 30, 2022
(in millions)	Shale		CBM		Other		Total		Shale		CBM		Other		Total
Natural Gas, NGLs and Oil Revenue	$	641	$	71	$	1	$	713	$	(963)	$	(72)	$	—	$	(1,035)
Gain on Commodity Derivative Instruments	17		1		1,287		1,305		755		64		2,865		3,684
Purchased Gas Revenue	—		—		46		46		—		—		(46)		(46)
Other Revenue and Operating Income	34		—		18		52		(1)		—		7		6
Total Revenue and Other Operating Income	692		72		1,352		2,116		(209)		(8)		2,826		2,609
Lease Operating Expense	20		10		—		30		(2)		2		—		—
Production, Ad Valorem, and Other Fees	12		3		—		15		(3)		(2)		—		(5)
Transportation, Gathering and Compression	153		32		1		186		—		9		—		9
Depreciation, Depletion and Amortization	174		25		10		209		(23)		(1)		(2)		(26)
Exploration and Production Related Other Costs	—		—		7		7		—		—		1		1
Purchased Gas Costs	—		—		43		43		—		—		(48)		(48)
Selling, General and Administrative Costs	—		—		66		66		—		—		4		4
Other Operating Expense	—		—		36		36		—		—		4		4
Total Operating Expense	359		70		163		592		(28)		8		(41)		(61)
Other Expense	—		—		3		3		—		—		(2)		(2)
Gain on Asset Sales and Abandonments, net	—		—		(115)		(115)		—		—		(95)		(95)
Loss on Debt Extinguishment	—		—		—		—		—		—		(13)		(13)
Interest Expense	—		—		71		71		—		—		13		13
Total Other Expense	—		—		(41)		(41)		—		—		(97)		(97)
Total Costs and Expenses	359		70		122		551		(28)		8		(138)		(158)
Earnings Before Income Tax	$	333	$	2	$	1,230	$	1,565	$	(181)	$	(16)	$	2,964	$	2,767

44

        SHALE SEGMENT

The Shale segment had earnings before income tax of $333 million for the six months ended June 30, 2023 compared to earnings before income tax of $514 million for the six months ended June 30, 2022.

	For the Six Months Ended June 30,
	2023		2022		Variance		Percent Change
Shale Gas Sales Volumes (Bcf)	228.9		252.6		(23.7)		(9.4)	%
NGLs Sales Volumes (Bcfe)*	19.7		17.3		2.4		13.9	%
Oil/Condensate Sales Volumes (Bcfe)*	0.8		0.7		0.1		14.3	%
Total Shale Sales Volumes (Bcfe)*	249.4		270.6		(21.2)		(7.8)	%
Average Sales Price - Natural Gas (per Mcf)	$	2.43	$	5.80	$	(3.37)	(58.1)	%
Gain (Loss) on Commodity Derivative Instruments - Cash Settlement (per Mcf)	$	0.08	$	(2.92)	$	3.00	102.7	%
Average Sales Price - NGLs (per Mcfe)*	$	3.90	$	7.41	$	(3.51)	(47.4)	%
Average Sales Price - Oil/Condensate (per Mcfe)*	$	10.96	$	14.40	$	(3.44)	(23.9)	%
Total Average Shale Sales Price (per Mcfe)	$	2.64	$	3.20	$	(0.56)	(17.5)	%
Average Shale Lease Operating Expenses (per Mcfe)	0.08		0.08		—		—	%
Average Shale Production, Ad Valorem and Other Fees (per Mcfe)	0.05		0.05		—		—	%
Average Shale Transportation, Gathering and Compression Costs (per Mcfe)	0.62		0.57		0.05		8.8	%
Average Shale Depreciation, Depletion and Amortization Costs (per Mcfe)	0.69		0.73		(0.04)		(5.5)	%
Total Average Shale Production Costs (per Mcfe)	$	1.44	$	1.43	$	0.01	0.7	%
Total Average Shale Production Margin (per Mcfe)	$	1.20	$	1.77	$	(0.57)	(32.2)	%

* 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, NGL, condensate, and natural gas prices.

The Shale segment had natural gas, NGLs and oil/condensate revenue of $641 million for the six months ended June 30, 2023 compared to $1,604 million for the six months ended June 30, 2022. The $963 million decrease was due primarily to a 58.1% decrease in the average sales price for natural gas, a 7.8% decrease in total Shale sales volumes and a 47.4% decrease in the average sales price of NGLs. The decrease in total Shale sales volumes was primarily due to various operational delays and challenges that occurred in 2022, which impacted current period production due to the timing of wells being turned-in-line. The remaining variance is primarily due to normal production declines.

The decrease in total average Shale sales price was primarily due to a $3.37 per Mcf decrease in average natural gas sales price and a $3.51 per Mcfe decrease in the average NGL sales price. These decreases were offset in part by a $3.00 per Mcf change in the realized gain (loss) on commodity derivative instruments. The notional amounts associated with these financial hedges represented approximately 188.3 Bcf of the Company's produced Shale gas sales volumes for the six months ended June 30, 2023 at an average gain of $0.09 per Mcf hedged. For the six months ended June 30, 2022, these financial hedges represented approximately 212.6 Bcf at an average loss of $3.47 per Mcf hedged.

Total operating costs and expenses for the Shale segment were $359 million for the six months ended June 30, 2023 compared to $387 million for the six months ended June 30, 2022. The decrease in total dollars and increase in unit costs for the Shale segment were due to the following items:

•Shale lease operating expenses were $20 million for the six months ended June 30, 2023 compared to $22 million for the six months ended June 30, 2022. The decrease in total dollars was primarily related to a decrease in water disposal costs.

•Shale production, ad valorem and other fees were $12 million for the six months ended June 30, 2023 compared to $15 million for the six months ended June 30, 2022. The decrease in total dollars was primarily due to decreased realized prices on natural gas.

•Shale transportation, gathering and compression costs were $153 million for both the six months ended June 30, 2023 and June 30, 2022. The increase in unit costs was due to the decrease in total Shale sales volumes.

45

•Depreciation, depletion and amortization costs attributable to the Shale segment were $174 million for the six months ended June 30, 2023 compared to $197 million for the six months ended June 30, 2022. These amounts included depletion on a unit of production basis of $0.59 per Mcfe and $0.63 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 2022 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 $34 million for the six months ended June 30, 2023 compared to $35 million for the six months ended June 30, 2022. 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 $2 million for the six months ended June 30, 2023 compared to earnings before income tax of $18 million for the six months ended June 30, 2022.

	For the Six Months Ended June 30,
	2023		2022		Variance		Percent Change
CBM Gas Sales Volumes (Bcf)	20.5		22.5		(2.0)		(8.9)	%
Average Sales Price - Natural Gas (per Mcf)	$	3.45	$	6.37	$	(2.92)	(45.8)	%
Gain (Loss) on Commodity Derivative Instruments - Cash Settlement (per Mcf)	$	0.06	$	(2.78)	$	2.84	102.2	%
Total Average CBM Sales Price (per Mcf)	$	3.52	$	3.58	$	(0.06)	(1.7)	%
Average CBM Lease Operating Expenses (per Mcf)	0.49		0.36		0.13		36.1	%
Average CBM Production, Ad Valorem and Other Fees (per Mcf)	0.17		0.23		(0.06)		(26.1)	%
Average CBM Transportation, Gathering and Compression Costs (per Mcf)	1.56		1.01		0.55		54.5	%
Average CBM Depreciation, Depletion and Amortization Costs (per Mcf)	1.22		1.16		0.06		5.2	%
Total Average CBM Production Costs (per Mcf)	$	3.44	$	2.76	$	0.68	24.6	%
Total Average CBM Production Margin (per Mcf)	$	0.08	$	0.82	$	(0.74)	(90.2)	%

The CBM segment had natural gas revenue of $71 million for the six months ended June 30, 2023 compared to $143 million for the six months ended June 30, 2022. The $72 million decrease was due to a 45.8% decrease in the average sales price for natural gas in the current period and an 8.9% decrease in CBM sales volumes due to normal production declines.

The total average CBM sales price decreased $0.06 per Mcf due to a $2.92 per Mcf decrease in average natural gas sales price, offset in part by a $2.84 per Mcf change in the realized gain (loss) on commodity derivative instruments resulting from the Company's hedging program, The notional amounts associated with these financial hedges represented approximately 15.6 Bcf of the Company's produced CBM sales volumes for the six months ended June 30, 2023 at an average gain of $0.09 per Mcf hedged. For the six months ended June 30, 2022, these financial hedges represented approximately 18.0 Bcf at an average loss of $3.46 per Mcf hedged.

Total operating costs and expenses for the CBM segment were $70 million for the six months ended June 30, 2023 compared to $62 million for the six months ended June 30, 2022. The increases in total dollars and unit costs for the CBM segment were due to the following items:

•CBM lease operating expenses were $10 million for the six months ended June 30, 2023 compared to $8 million for the six months ended June 30, 2022. The increases in total dollars and unit costs were primarily due to increases in repairs and maintenance expense.

•CBM production, ad valorem and other fees were $3 million for the six months ended June 30, 2023 compared to $5 million for the six months ended June 30, 2022. The decreases in total dollars and unit costs were primarily due to decreased realized prices on natural gas.

46

•CBM transportation, gathering and compression costs were $32 million for the six months ended June 30, 2023 compared to $23 million for the six months ended June 30, 2022. The increases in total dollars and unit cost were primarily due to an increase in repairs and maintenance expense and electrical compression expense.

•Depreciation, depletion and amortization costs attributable to the CBM segment were $25 million for the six months ended June 30, 2023 compared to $26 million for the six months ended June 30, 2022. These amounts included depletion on a unit of production basis of $0.64 per Mcfe for both periods. The remaining depreciation, depletion and amortization costs were either recorded on a straight-line basis or related to asset retirement obligations.

OTHER SEGMENT

The Other Segment 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, new technologies, exploration and production related other costs, as well as various other expenses that are managed outside the Shale and CBM segments such as SG&A, interest expense and income taxes.

The Other Segment had earnings before income tax of $1,230 million for the six months ended June 30, 2023 compared to a loss before income tax of $1,734 million for the six months ended June 30, 2022. The increase in total dollars is discussed below.

	For the Six Months Ended June 30,
	2023	2022	Variance	Percent Change
Other Gas Sales Volumes (Bcf)	0.1	0.1	—	—	%

Unrealized Gain (Loss) on Commodity Derivative Instruments

For the six months ended June 30, 2023, the Other Segment recognized an unrealized gain on commodity derivative instruments of $1,287 million as well as cash settlements received of $1 million. For the six months ended June 30, 2022, the Other Segment recognized an unrealized loss on commodity derivative instruments of $1,578 million. The unrealized gain or loss on commodity derivative instruments represents changes in the fair value of all the Company's existing commodity hedges on a mark-to-market basis.

Purchased Gas Revenue and Costs

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 and to balance supply. Purchased gas revenue was $46 million for the six months ended June 30, 2023 compared to $92 million for the six months ended June 30, 2022. Purchased gas costs were $43 million for the six months ended June 30, 2023 compared to $91 million for the six months ended June 30, 2022. The period-to-period decrease in purchased gas revenue was due to a decrease in average sales price, offset in part by an increase in purchased gas sales volumes.

	For the Six Months Ended June 30,
	2023		2022		Variance		Percent Change
Purchased Gas Sales Volumes (in Bcf)	17.8		15.3		2.5		16.3	%
Average Sales Price (per Mcf)	$	2.59	$	6.03	$	(3.44)	(57.0)	%
Purchased Gas Average Cost (per Mcf)	$	2.42	$	5.93	$	(3.51)	(59.2)	%

Other Operating Income

	For the Six Months Ended June 30,
(in millions)	2023		2022		Variance		Percent Change
Sales of Environmental Attributes	$	8	$	—	$	8	100.0	%
Excess Firm Transportation Income	5		6		(1)		(16.7)	%
Water Income	2		3		(1)		(33.3)	%
Equity Income from Affiliates	1		2		(1)		(50.0)	%
Other	2		—		2		100.0	%
Total Other Operating Income	$	18	$	11	$	7	63.6	%

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•Sales of environmental attributes, includes items such as (but are not limited to): carbon credits, air quality credits, renewable energy credits, methane capture credits, methane performance certificates, emission reductions, offsets and/or allowances. The quantities and types of environmental attributes we sell and the associated revenue can vary depending on a number of factors, including the market for these credits, changes to the various voluntary or compliance programs under which the credits are generated and sold, and our ability to strictly comply with the programs under which the attributes can be sold.

•Excess firm transportation income represents revenue from the sale 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 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 Unutilized Firm Transportation and Processing Fees in Total Other Operating Expense.

•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 coal mine methane gas, the plant qualifies for Pennsylvania Tier I Renewable Energy Credits.

Exploration and Production Related Other Costs

	For the Six Months Ended June 30,
(in millions)	2023		2022		Variance		Percent Change
Lease Expiration Costs	$	4	$	1	$	3	300.0	%
Permitting Expense	1		—		1		100.0	%
Land Rentals	2		2		—		—	%
Seismic Activity	—		3		(3)		(100.0)	%
Total Exploration and Production Related Other Costs	$	7	$	6	$	1	16.7	%

•Lease expiration costs relate to leases where the primary term expired or will expire within the next 12 months. The increase in the six months ended June 30, 2023 was primarily due to an increase in the number of leases that were allowed to expire.

•Seismic activity expense for the prior period primarily related to the acquisition of three-dimensional seismic.

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 Six Months Ended June 30,
(in millions)	2023		2022		Variance		Percent Change
Long-term Equity-Based Compensation (Non-Cash)	$	13	$	11	$	2	18.2	%
Salaries, Wages and Employee Benefits	16		15		1		6.7	%
Short-term Incentive Compensation	6		7		(1)		(14.3)	%
Contributions and Advertising	3		4		(1)		(25.0)	%
Other	28		25		3		12.0	%
Total SG&A	$	66	$	62	$	4	6.5	%

•Long-term equity-based compensation increased in the period-to-period comparison primarily due to an acceleration of expense related to employee departures.

•Other increased primarily due to an increase in insurance expense and various one-time items, none of which were individually material.

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Other Operating Expense

	For the Six Months Ended June 30,
(in millions)	2023		2022		Variance		Percent Change
Environmental Attribute Fees	$	2	$	—	$	2	100.0	%
Idle Equipment and Service Charges	2		—		2		100.0	%
Insurance Expense	2		1		1		100.0	%
Virginia Flood Expense	1		—		1		100.0	%
Litigation Settlements	—		3		(3)		(100.0)	%
Unutilized Firm Transportation and Processing Fees	23		27		(4)		(14.8)	%
Other	6		1		5		500.0	%
Total Other Operating Expense	$	36	$	32	$	4	12.5	%

•Environmental attribute fees represent costs related to the sale of environmental attributes that are included in Other Operating Income.

•Virginia flood expense includes the continuing effort to cleanup and repair areas that were impacted by flooding that occurred in Buchanan County, Virginia in July 2022.

•Unutilized firm transportation and processing fees represent pipeline transportation capacity obtained to enable gas production to flow uninterrupted as sales volumes increase, as well as additional processing capacity for NGLs. In some instances, the Company may have the opportunity to realize more favorable net pricing by strategically choosing to sell natural gas into 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 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. The revenue received when this capacity is released (sold) is included in Excess Firm Transportation Income in Other Operating Income. The decrease in the period-to-period comparison was primarily due to a portion of a transportation refund received in connection with an interstate pipeline rate case settlement applicable to unutilized firm transportation expense.

•Other increased in the period-to-period comparison due to various one-time items, none of which were individually material.

Other Expense

	For the Six Months Ended June 30,
(in millions)	2023		2022		Variance		Percent Change
Other Income
Right-of-Way Sales	$	4	$	2	$	2	100.0	%
Other	2		4		(2)		(50.0)	%
Total Other Income	$	6	$	6	$	—	—	%
Other Expense
Professional Services	$	2	$	3	$	(1)	(33.3)	%
Bank Fees	6		5		1		20.0	%
Other Corporate Expense	1		3		(2)		(66.7)	%
Total Other Expense	$	9	$	11	$	(2)	(18.2)	%
Total Other Expense	$	3	$	5	$	(2)	(40.0)	%

Gain on Asset Sales and Abandonments, net

A net gain on asset sales and abandonments of $115 million was recognized in the six months ended June 30, 2023 compared to a net gain of $20 million in the six months ended June 30, 2022. The net gain recognized in the six months ended June 30, 2023 primarily relates to the sale of various non-operated oil and gas assets (See Note 4 – Acquisitions and Dispositions in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information). The net gain recognized during the six months ended June 30, 2022 primarily relates to the sale of various non-core assets (rights-of-way, surface acreage and other non-care oil and gas interests).

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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 10 – Long-Term Debt in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.

Interest Expense

	For the Six Months Ended June 30,
(in millions)	2023		2022		Variance		Percent Change
Total Interest Expense	$	71	$	58	$	13	22.4	%

The $13 million increase in total interest expense was primarily due to a $1 million unrealized loss on interest rate swaps in the current period compared to a $7 million unrealized gain in the prior period. The increase was also due to slightly higher interest paid on long-term debt that was issued after the second quarter of 2022. These increases were offset in part by lower borrowings on the revolving credit facility. See Note 12 – Derivative Instruments and Note 10 – 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 Six Months Ended June 30,
(in millions)	2023			2022			Variance			Percent Change
Total Company Earnings (Loss) Before Income Tax	$	1,565		$	(1,202)		$	2,767		230.2	%
Income Tax Expense (Benefit)	$	379		$	(312)		$	691		221.5	%
Effective Income Tax Rate	24.2		%	26.0		%	(1.8)		%

The effective income tax rate was 24.2% for the six months ended June 30, 2023 compared to 26.0% for the six months ended June 30, 2022. The effective tax rate for the six months ended June 30, 2023 differs from the U.S. federal statutory rate of 21.0% primarily due to the impact of equity compensation, federal tax credits and state taxes primarily due to a West Virginia tax law change. The effective tax rate for the six months ended June 30, 2022 differs from the U.S. federal statutory rate of 21.0% primarily due to the impact of the partial repurchase of the Convertible Notes, equity compensation and state income taxes. See Note 5 – 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

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. CNX 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 for the current fiscal year. Nevertheless, the ability of CNX to satisfy its working capital requirements, to service its debt obligations, to fund planned capital expenditures, or to pay dividends will depend upon future operating performance, which will be affected by prevailing economic conditions in the natural gas industry and other financial and business factors, some of which are beyond CNX’s control.

From time to time, CNX is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies' statutes and regulations. CNX sometimes uses letters of credit to satisfy these requirements and these letters of credit reduce the Company's borrowing facility capacity.

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 was reduced significantly or operating costs were to increase significantly, our cash flows and liquidity could be reduced.

As of June 30, 2023, CNX was in compliance with all of its debt covenants. After considering the potential effect of a significant decline in commodity prices, CNX currently expects to remain in compliance with its debt covenants.

CNX frequently evaluates potential acquisitions. CNX 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 CNX on terms which CNX finds acceptable, or at all.

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, 2023 and December 31, 2022 were $22.8 million and $21.3 million, respectively.

•Accounts and notes receivable - trade as of June 30, 2023 and December 31, 2022 were $97.7 million and $348.5 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 $625 million to $675 million for the year ended December 31, 2023. For the six months ended June 30, 2023, CNX had capital expenditures of $366.0 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 545.0 Bcfe and 555.0 Bcfe for the year ended December 31, 2023. For the six months ended June 30, 2023, CNX had production volumes of 270.0 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 and NGL 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 $524 million at June 30, 2023 and a net liability of $1,905 million at December 31, 2022. 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.

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Cash Flows (in millions)

	For the Six Months Ended June 30,
	2023		2022		Change
Cash Provided by Operating Activities	$	447	$	528	$	(81)
Cash Used in Investing Activities	$	(223)	$	(232)	$	9
Cash Used in Financing Activities	$	(223)	$	(299)	$	76

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

•Net income increased $2,075 million in the period-to-period comparison.

•Adjustments to reconcile net income to cash provided by operating activities primarily consisted of a $697 million benefit for the change in deferred income taxes, a $2,959 million net change in commodity derivative instruments, a $96 million increase in gain on asset sales and abandonments, net and a $202 million net benefit for various other changes in working capital.

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

•Capital expenditures increased $107 million primarily due to an increase in drilling and completions activity and an overall increase in costs related to inflation.

•Proceeds from asset sales increased $116 million primarily due to the sale of various non-operated oil and gas assets (See Note 4 – Acquisitions and Dispositions in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information).

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

•Proceeds from CNXM's Revolving Credit Facility Borrowings decreased $44 million and repayments of CNXM's Revolving Credit Facility Borrowings increased $13 million.

•Proceeds from CNX's Revolving Credit Facility Borrowings decreased $585 million and repayments of CNX's Revolving Credit Facility Borrowings decreased $644 million.

•In the six months ended June 30, 2022, 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, 2023, CNX repurchased $159 million of its common stock on the open market compared to $212 million during the six months ended June 30, 2022.

Commitments and Significant Contractual Obligations

The following is a summary of the Company's significant contractual obligations at June 30, 2023 (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	$	400	$	800	$	200	$	—	$	1,400
Gas Firm Transportation and Processing	246,972		431,761		356,384		652,823		1,687,940
Long-Term Debt	—		325,124		451,497		1,390,373		2,166,994
Interest on Long-Term Debt	137,174		250,778		198,956		179,470		766,378
Finance Lease Obligations	3,362		7,126		6,912		288		17,688
Interest on Finance Lease Obligations	1,126		1,882		915		20		3,943
Operating Lease Obligations	53,166		88,057		9,786		17,155		168,164
Interest on Operating Lease Obligations	6,856		6,607		2,310		1,353		17,126
Long-Term Liabilities—Employee Related (a)	2,230		4,488		4,810		21,893		33,421
Other Long-Term Liabilities (b)	154,497		10,000		10,000		67,987		242,484
Total Contractual Obligations (c)	$	605,783	$	1,126,623	$	1,041,770	$	2,331,362	$	5,105,538

 _________________________

(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.

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Debt

At June 30, 2023, CNX had total long-term debt of $2,167 million, excluding unamortized debt issuance costs. This long-term debt consisted of:

•An aggregate principal amount of $500 million of 7.375% Senior Notes due January 2031, less $6 million of unamortized bond discount. Interest on the notes is payable January 15 and July 15 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 $4 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 certain of CNXM's subsidiaries. CNX is not a guarantor of these notes.

•An aggregate principal amount of $350 million of 7.25% Senior Notes due March 2027 plus $2 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 $331 million of 2.25% Convertible Senior Notes due May 2026, unless earlier redeemed, repurchased, or converted, less $6 million of unamortized discount and issuance costs. Interest on the notes is payable May 1 and November 1 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 $100 million in outstanding borrowings under the CNXM 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 the CNXM Facility.

Total Equity and Dividends

CNX had total equity of $3,983 million at June 30, 2023 compared to $2,950 million at December 31, 2022. See the Consolidated Statements of Stockholders' Equity in Item 1 of this Form 10-Q for additional details.

The declaration and payment of dividends by CNX is subject to the discretion of CNX's Board of Directors, and no assurance can be given that CNX will pay dividends in the future. CNX has not paid dividends on its common stock since 2016. The determination to pay dividends in the future will depend upon, among other things, general business conditions, CNX's financial results, contractual and legal restrictions regarding the payment of dividends by CNX, planned investments by CNX, and such other factors as the Board of Directors deems relevant. CNX's Credit Facility limits its ability to pay dividends in excess of an annual rate of $0.10 per share when the Company's net leverage ratio exceeds 3.00 to 1.00 and is subject to availability under the Credit Facility of at least 20% of the aggregate commitments and there being no borrowing base deficiency. The Credit Facility does not permit such dividend payments when an event of default has occurred and is continuing. The indentures to the 7.25% Senior Notes due March 2027, the 6.00% Senior Notes due January 2029, and the 7.375% Senior Notes due January 2031 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 six months ended June 30, 2023.

Off-Balance Sheet Transactions

CNX does not maintain off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources which are not disclosed in the Notes to the Unaudited Consolidated Financial Statements. CNX uses a combination of surety bonds, corporate guarantees and letters of credit to secure the Company's financial obligations for employee-related, environmental, performance and various other items which are not reflected in the Consolidated Balance Sheet at June 30, 2023. Management believes these items will expire without being funded. See Note 11 – Commitments and Contingent Liabilities in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional details of the various financial guarantees that have been issued by CNX.

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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses and related disclosure of contingent assets and liabilities in the Consolidated Financial Statements and at the date of the financial statements. 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 Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q. The 2022 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 2022 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 Securities Exchange Act of 1934, as amended (the Exchange Act)) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words "believe," "intend," "expect," "may," "should," "anticipate," "could," "estimate," "plan," "predict," "project," "will," or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe 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:

•prices for natural gas and NGLs are volatile and can fluctuate widely based upon a number of factors beyond our control including oversupply relative to the demand for our products, weather and the price and availability of alternative fuels;

•unsuccessful operational efforts or continued natural gas price decreases requiring write downs of our proved natural gas properties, 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 industry multiples, could cause goodwill and other intangible assets we hold to become impaired and result in material non-cash charges to earnings;

•a loss of our competitive position because of the competitive nature of the natural gas industry, consolidation within the industry or overcapacity in the industry adversely affecting our ability to sell our products and midstream services;

•deterioration in the economic conditions in any of the industries in which our customers operate, a domestic or worldwide financial downturn, inflationary pressures, or negative credit market conditions;

•hedging activities may prevent us from benefiting from price increases and may expose us to other risks;

•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 oil and gas producing regions;

•increasing attention to environmental, 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, our development and exploration projects, as well as midstream system development;

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•decreases in the availability of, or increases in the price of, required personnel, services, equipment, parts and raw materials in sufficient quantities or at reasonable costs to support our operations;

•our ability to find adequate water sources for our use in shale gas drilling and production operations, or our ability to dispose of, transport or recycle water used or removed in connection with our gas operations at a reasonable cost and within applicable environmental rules;

•failure to successfully estimate the rate of decline of existing reserves or to find or acquire economically recoverable natural gas reserves to replace our current natural gas reserves;

•losses 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 potential, as well as any adopted, environmental regulations, including those relating to greenhouse gas emissions;

•environmental regulations can increase costs and introduce uncertainty that could adversely impact the market for natural gas with potential short and long-term liabilities;

•existing and future governmental laws, regulations, 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 natural gas exploration and development;

•the outcomes of various legal proceedings, including those which are more fully described in our reports filed under the Exchange Act;

•risks associated with our current long-term debt obligations;

•a decrease in our borrowing base, which could decrease for a variety of reasons including lower natural gas prices, declines in natural gas proved reserves, asset sales and lending requirements or regulations;

•risks associated with our Convertible 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 a beneficial takeover of the Company;

•the potential impact of the capped call transaction undertaken in tandem with the Convertible Notes issuance, including counterparty risk;

•challenges associated with strategic determinations, including the allocation of capital and other resources to strategic opportunities;

•inability to complete acquisitions and divestitures, or failure to produce anticipated benefits of the transaction;

•there is no guarantee that we will continue to repurchase shares of our common stock 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 circumstances where we are not the operator, which may restrict our operational and corporate flexibility and we may not realize the benefits we expect to realize from a joint venture;

•CONSOL Energy may not be able to satisfy its indemnification obligations in the future and such indemnities may not be sufficient to hold us harmless from the full amount of liabilities for which CONSOL Energy may be allocated responsibility;

•cyber-incidents could have a material adverse effect on our business, financial condition or results of operations;

•our success depends on key members of our management and our ability to attract and retain experienced technical and other professional personnel;

•terrorist activities could materially adversely affect our business and results of operations; and

•certain other factors addressed in this report and in our 2022 Form 10-K under "Risk Factors".

Although forward-looking statements reflect our good faith beliefs at the time they are made, they involve known and 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 2022 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.

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

CNX is exposed to market price risk in the normal course of selling natural gas and liquids. 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. 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, but occasionally CNX may find it advantageous to purchase, rather than "sell", financial swaps.

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

CNX believes that the use of derivative instruments, along with our risk assessment procedures and internal controls, mitigates our exposure to material pricing risks. The use of derivative instruments without other risk assessment procedures could materially affect the Company's results of operations depending on market prices; however, we believe that use of these instruments will not have a material adverse effect on our financial position or 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 CNX's 2022 Form 10-K.

CNX's open 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 June 30, 2023 and December 31, 2022 our open derivative instruments were in net liability positions with fair values of $524 million and $1,905 million, respectively. A sensitivity analysis has been performed to determine the incremental effect on future earnings related to open derivative instruments at June 30, 2023 and December 31, 2022. A hypothetical 10 percent increase in future natural gas prices would have decreased the fair value by $678 million and $816 million at June 30, 2023 and December 31, 2022, respectively. A hypothetical 10 percent decrease in future natural gas prices would have increased the fair value by $678 million and $679 million at June 30, 2023 and December 31, 2022, respectively.

CNX'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 June 30, 2023 and December 31, 2022, CNX had $2,060 million and $2,055 million, respectively, aggregate principal amount of debt outstanding under fixed-rate instruments, including unamortized debt issuance costs of $13 million and $14 million, respectively. At June 30, 2023 and December 31, 2022, CNX had $100 million and $154 million, respectively, of debt outstanding under variable-rate instruments. CNX’s primary exposure to market risk for changes in interest rates relates to CNX's revolving credit facility, under which there were no borrowings at June 30, 2023 and December 31, 2022, and CNXM's revolving credit facility, under which there were $100 million of borrowings at June 30, 2023 and $154 million at December 31, 2022. A hypothetical 100 basis-point increase in the average rate for CNX's variable-rate instruments would decrease pre-tax future earnings as of June 30, 2023 and December 31, 2022 by $1 million and $2 million, respectively, on an annualized basis.

All of the Company’s transactions are denominated in U.S. dollars and, as a result, it does not have material exposure to currency exchange-rate risks.

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Natural Gas Hedging Volumes

As of July 6, 2023, 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
2023 Fixed Price Volumes
Hedged Bcf	N/A		N/A		114.3		114.0		228.3
Weighted Average Hedge Price per Mcf	N/A		N/A		$	2.42	$	2.51	$	2.47
2024 Fixed Price Volumes
Hedged Bcf	99.3		108.8		107.7		107.5		411.1*
Weighted Average Hedge Price per Mcf	$	2.35	$	2.52	$	2.50	$	2.53	$	2.47
2025 Fixed Price Volumes
Hedged Bcf	92.5		92.9		93.9		95.0		374.3
Weighted Average Hedge Price per Mcf	$	2.42	$	2.38	$	2.38	$	2.39	$	2.39
2026 Fixed Price Volumes
Hedged Bcf	76.6		85.5		86.3		86.3		333.3*
Weighted Average Hedge Price per Mcf	$	2.48	$	2.55	$	2.55	$	2.54	$	2.53
2027 Fixed Price Volumes
Hedged Bcf	53.6		54.1		54.7		54.7		217.1
Weighted Average Hedge Price per Mcf	$	3.29	$	3.32	$	3.32	$	3.40	$	3.33

*Quarterly volumes do not add to annual volumes inasmuch 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

Disclosure controls and procedures. CNX, under the supervision and with the participation of its management, including CNX’s principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, CNX’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are effective as of June 30, 2023 to ensure that information required to be disclosed by CNX in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and includes controls and procedures designed to ensure that information required to be disclosed by CNX in such reports is accumulated and communicated to CNX’s management, including CNX’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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.

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PART II: OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

The first through the third paragraphs of Note 11 – 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.

ITEM 1A.     RISK FACTORS

The financial conditions and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in "Item 1A. Risk Factors" in CNX's 2022 Form 10-K. The risks described could materially and adversely affect CNX's business, financial condition, cash flows, and results of operations. CNX may experience additional risks and uncertainties not currently known; or, as a result of developments occurring in the future, conditions that are currently deemed to be immaterial may also materially and adversely affect CNX's business, financial condition, cash flows, and results of operations. There have been no material changes to the Company’s risk factors since the 2022 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, 2023:

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, 2023 - April 30, 2023	1,139,739	$	15.95	1,137,269	$	335,968
May 1, 2023 - May 31, 2023	1,414,441	$	15.53	1,414,441	$	314,007
June 1, 2023 - June 30, 2023	1,357,063	$	16.95	1,357,063	$	291,002
Total	3,911,243			3,908,773

(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 Company's $1,900 million share repurchase program authorized by the Board of Directors, which is not subject to an expiration date. The amount of shares that may yet be purchased under the Plan does not include a $1,000 million increase authorized by the Board of Directors on July 25, 2023 (See Note 15 – Stock Repurchase in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for more information).

ITEM 5.     OTHER INFORMATION

Trading Arrangements

None of the Company’s directors or "officers," as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K, during the Company’s fiscal quarter ended June 30, 2023.

Amended and Restated Bylaws

On July 25, 2023, the Company’s Board of Directors approved the Amended and Restated Bylaws, effective as of such

58

date (the "Amended and Restated Bylaws"). The Amended and Restated Bylaws include certain changes to the procedures by which stockholders may recommend nominees to the Company’s Board of Directors, among other updates, including to:

•address matters relating to Rule 14a-19 (the "Universal Proxy Rule") under the Exchange Act, including (i) requiring that any stockholder submitting a nomination notice make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with the Universal Proxy Rule, and if so, agree in writing that such stockholder will comply with the requirements of the Universal Proxy Rule; (ii) providing the Company a remedy if a stockholder fails to satisfy the Universal Proxy Rule requirements; (iii) requiring that a stockholder inform the Company if such stockholder no longer plans to solicit proxies in accordance with the Universal Proxy Rule; and (iv) requiring stockholders intending to use the Universal Proxy Rule to provide reasonable evidence of the satisfaction of the requirements under the Universal Proxy Rule at least five business days before the meeting upon request by the Company;

•revise and enhance the procedures and disclosure requirements set forth in the advance notice bylaw provisions for director nominations made and business proposals submitted by stockholders (other than proposals submitted pursuant to Rule 14a-8 under the Exchange Act), including (i) requiring additional information, representations, and disclosures regarding proposing stockholders, proposed nominees, proposed business, and other persons related to, and acting in concert with, a stockholder and the stockholder’s solicitation of proxies; (ii) clarifying that stockholders are not entitled to make additional or substitute nominations or proposals after the submission deadline and may only nominate a number of candidates to the Board of Directors that does not exceed the number of directors to be elected at such meeting; (iii) requiring that if requested by the Secretary of the Company, the Board of Directors or any committee of the Board of Directors, proposed nominees make themselves available for interviews by the Board of Directors and any committee of the Board of Directors within five business days following the date of such request; and (iv) clarifying the authority of the Secretary of the Company, the Board of Directors, or any committee of the Board of Directors to request additional information or written verification to demonstrate the accuracy of previously-provided information with respect to proposing stockholders, proposed nominees, and proposed business;

•require any stockholders directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board of Directors;

•clarify and revise who has the authority to call stockholder meetings, determine the order of business, decide the rules of procedure, and regulate the conduct of stockholder meetings;

•provide that the vote standard applicable to the proposal on the frequency of future advisory votes on executive compensation required by Section 14A(a)(2) of the Exchange Act (to determine whether the advisory vote on executive compensation will occur every one year, two years or three years) is a plurality of the votes cast by the Company’s stockholders; and

•incorporate certain administrative, modernizing, and conforming changes to provide clarification and consistency, including regarding meetings of the Board of Directors.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

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ITEM 6.EXHIBITS

3.1	Amended and Restated Bylaws of CNX Resources Corporation, filed here within.
10.1	Letter Agreement, dated May 24, 2023, by and between CNX Resources Corporation and Olayemi Akinkugbe, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on May 26, 2023.
10.2	Amendment No. 2, dated as of May 10, 2023, to the Third Amended and Restated Credit Agreement, dated October 6, 2021, by and among CNX Resources Corporation, the guarantors party thereto, the lenders party thereto and PNC Bank, N.A., as administrative agent and collateral agent, filed here within.
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover Page Interactive Data File (embedded within the Inline XBRL 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: July 27, 2023

 

CNX RESOURCES CORPORATION
	By:	/S/  NICHOLAS J. DEIULIIS
		Nicholas J. DeIuliis
		Director, Chief Executive Officer and President (Duly Authorized Officer and Principal Executive Officer)
	By:	/S/    ALAN K. SHEPARD
		Alan K. Shepard
		Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)
	By:	/S/    JASON L. MUMFORD
		Jason L. Mumford
		Vice President and Controller

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EX-3.1

As of July 25, 2023

AMENDED AND RESTATED BYLAWS

of

CNX RESOURCES CORPORATION

Incorporated under the Laws of the State of Delaware

ARTICLE I
OFFICES AND RECORDS

Section 1.1    Delaware Office. The principal office of the Corporation in the State of Delaware shall be located in the City of Wilmington, County of New Castle, and the name and address of its registered agent is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware.

Section 1.2    Other Offices. The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the Corporation may from time to time require.

Section 1.3    Books and Records. The books and records of the Corporation may be kept at the Corporation’s corporate headquarters or outside the State of Delaware at such other place or places as may from time to time be designated by the Board of Directors.

ARTICLE II
STOCKHOLDERS

Section 2.1    Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date and at such place, if any, and time as may be fixed by resolution of the Board of Directors.

Section 2.2    Special Meeting. Subject to the rights of the holders of any series of stock having a preference over the Common Stock of the Corporation as to dividends or upon liquidation (“Preferred Stock”) with respect to such series of Preferred Stock, special meetings of the stockholders may be called only by the Chairman of the Board of Directors (“Chairman of the Board”) or by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors which the Corporation would have if there were no vacancies (the “Whole Board”).

Section 2.3    Place of Meeting.

(A)    The Board of Directors, the Chairman of the Board or, if delegated by the Board of Directors or the Chairman of the Board, the President, as the case may be, may designate the place, if any, of meeting for any annual meeting or for any special meeting of the stockholders called by the Board of Directors or the Chairman of the Board or as otherwise provided in Section 2.3(B). Except as otherwise provided in Section 2.3(B), if no designation is so made, the place of meeting shall be the principal office of the Corporation.

(B)    The Board of Directors may, in its sole discretion, determine that stockholder meetings shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a)(2) of the General Corporation Law of the State of Delaware. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication (1) participate in a meeting of stockholders; and (2) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (a) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder; (b) the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (c) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

Section 2.4    Notice of Meeting. Written or printed notice, stating the place, if any, day and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the purpose or purposes for which the meeting is called, shall be delivered by the Corporation not less than 10 days nor more than 60 days before the date of the meeting, either personally or by mail or by such other means as may be permitted by law (including electronic communication), to

each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at his or her address as it appears on the stock transfer books of the Corporation. Such further notice shall be given as may be required by law. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Section 6.4 of these Bylaws. Any previously scheduled meeting of the stockholders may be postponed, and (unless the Certificate of Incorporation otherwise provides) any special meeting of the stockholders may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders.

Section 2.5    Quorum; Adjournment and Postponement. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”), represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. The presiding officer of the meeting or a majority of the shares so represented may adjourn or postpone the meeting from time to time, whether or not there is such a quorum. No notice of the time and place, if any, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, of adjourned or postponed meetings need be given except as required by law. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment or postponement, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 2.6    Voting by Proxy. At all meetings of stockholders, a stockholder may vote by proxy executed in writing (or in such manner prescribed by the General Corporation Law of the State of Delaware) by the stockholder, or by his or her duly authorized attorney in fact. Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.

Section 2.7    Organization. The Chairman of the Board, or, at the direction of the Chairman of the Board or in the Chairman of the Board’s absence or inability to act, the President, or, in their absence or inability to act, the officer or director whom the Board of Directors shall appoint, will call meetings of stockholders to order and shall preside at meetings of stockholders. Unless otherwise determined by the Board of Directors prior to the meeting, the presiding officer of any meeting of stockholders will determine the order of business and have the authority in his or her sole discretion to determine the rules of procedure and regulate the conduct of the meeting, including without limitation by: (a) imposing restrictions on the persons (other than stockholders of the Corporation, their duly appointed proxy holders and their qualified representatives) that may attend the meeting; (b) ascertaining whether any stockholder, proxy holder or qualified representative may be excluded from the meeting based upon any determination by the presiding officer, in his or her sole discretion, that any such person has disrupted the proceedings thereat; (c) determining the circumstances in which any person may make a statement or ask questions at the meeting; (d) ruling on all procedural questions that may arise during or in connection with the meeting; (e) determining whether any nomination or business proposed to be brought before the meeting has been properly brought before the meeting; and (f) determining the date and times at which the polls for voting at the meeting will be opened and closed. The Secretary of the Corporation shall act as Secretary at all meetings of the stockholders, but, in the absence of the Secretary, the presiding officer may appoint a Secretary of the meeting.

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25, July 2023

Section 2.8    Notice of Stockholder Business and Nominations.

(A)    Annual Meetings of Stockholders.

(1)    Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a) by or at the direction of the Board of Directors, including pursuant to the Corporation’s notice of meeting or any supplement thereto, (b) by any stockholder of the Corporation present in person who was a stockholder of record at the time of giving of notice provided for in this Bylaw, on the record date(s) for the determination of stockholders entitled to notice of and to vote at the annual meeting and at the time of the annual meeting, who is entitled to vote at the meeting, who has complied with the notice procedures set forth in this Section 2.8 and, in the case of a nomination, who has nominated a number of nominees that does not exceed the number of directors that will be elected at such meeting, or (c) with respect to a qualifying nomination at an annual meeting of stockholders of a Stockholder Nominee (as defined in Section 2.14 of these Bylaws) by an Eligible Stockholder (as defined in Section 2.14(D) of these Bylaws) and/or Nominating Stockholder (as defined in Section 2.14(E)(5) of these Bylaws) in accordance with Section 2.14 of these Bylaws (each such nomination, a “Proxy Access Nomination”). Clauses (b) and (c) of this Bylaw shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Corporation’s notice of meeting) before an annual meeting of stockholders. If a stockholder does not appear at the meeting to present its proposal, such proposal will be disregarded (notwithstanding that proxies in respect of such proposal may have been solicited, obtained or delivered). A stockholder is not entitled to have its proposal of business or nominees included in the Corporation’s proxy materials as a result of such stockholder’s compliance with the provisions of this Section 2.8, except if such nominees are also submitted in accordance and in compliance with Rule 14a-19 promulgated under the Exchange Act and other applicable requirements of state and federal law. For purposes of this Section 2.8, “present in person” means that the stockholder proposing the nominations or other business to be brought before the meeting of stockholders, or, if the proposing stockholder is not an individual, a qualified representative of such proposing stockholder, is in attendance at such annual meeting. For purposes of these Bylaws, a “qualified representative” of a stockholder means, (1) if such stockholder is a general or limited partnership, any general partner or person who functions as a general partner of the general or limited partnership or who controls the general or limited partnership, (2) if such stockholder is a corporation or a limited liability company, any officer or person who functions as an officer of the corporation or limited liability company or any officer, director, general partner or person who functions as an officer, director or general partner of any entity ultimately in control of the corporation or limited liability company or (3) if such stockholder is a trust, any trustee of such trust.

(2)    Subject to Section 2.8(D)(3) of these Bylaws, for nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (b) of paragraph (A)(1) of this Bylaw, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must be a proper matter for stockholder action under the Certificate of Incorporation, these Bylaws and applicable law and must not be expressly reserved for action by the Board of Directors under the Certificate of Incorporation, these Bylaws or applicable law. To be timely under clause (b) of paragraph (A)(1) of this Bylaw, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. For the avoidance of doubt, a stockholder shall not be entitled to make additional or substitute proposals or nominations following the expiration of the time periods set forth in this Section 2.8. Such stockholder’s notice shall set forth:

(a)    as to each person whom the stockholder proposes to nominate for election or reelection as a director (i) all information relating to such person that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in an election contest, or is otherwise required, in each case pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder (including such person’s written consent to being named in proxy materials as a nominee and to serving as a director if elected), (ii) a description of all direct and indirect compensation and other material

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contracts or agreements, arrangements and understandings during the past three years, and any other material relationships, between or among any Proposing Person (as defined below), on the one hand, and each proposed nominee, and his or her respective affiliates and associates or any other participants in such solicitation, or others acting in concert (as defined below) therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S-K if such Proposing Person were the “registrant” for purposes of such Item and the nominee were a director or executive officer of such registrant, (iii) with respect to each nominee for election or reelection to the Board of Directors, a completed and signed questionnaire, representation and agreement required by Section 2.8(C) of these Bylaws, and (iv) such other information as may reasonably be required by the Corporation to determine the eligibility and qualifications of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee;

(b)    as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting, the reasons why such stockholder or any other Proposing Person believes that the taking of the action or actions proposed to be taken would be in the best interests of the Corporation and its stockholders, any material interest in such business of each Proposing Person, including any anticipated benefit to the stockholder or any other Proposing Person therefrom and a description of all agreements, arrangements and understandings between any Proposing Person and any other person or persons (including their names) in connection with the proposal of such business by such stockholder; and

(c)    as to each Proposing Person, (i) the name and address of such Proposing Person, (including, if applicable, the name and address as they appear on the Corporation’s books), (ii) (A) the class and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares of any class or series as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future, (B) any “derivative security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position” (as such term is defined in Rule 16a-1(b) under the Exchange Act) and that is, directly or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series of shares of the Corporation, including without limitation (1) any option, warrant, convertible security, stock appreciation right or similar right or interest (including any derivative securities, as defined under Rule 16a-1 under the Exchange Act or other synthetic arrangement having characteristics of a long position) which, assuming for purposes of these Bylaws, are presently exercisable, with an exercise or conversion privilege or a settlement or payment mechanism at a price related to any class or series of securities of the Corporation or with a value derived in whole or in part from the price, value, dividend or amount of dividend or volatility of any class or series of securities of the Corporation, whether or not such instrument or right is subject to settlement in whole or in part in the underlying class or series of securities of the Corporation or otherwise, directly or indirectly held of record or owned beneficially by such Proposing Person and whether or not such Proposing Person may have entered into transactions that hedge or mitigate the economic effects of such security or instrument and (2) other direct or indirect right or interest that may enable such Proposing Person to profit or share in any profit derived from, or to manage the risk or benefit from, any increase or decrease in the price, value, dividend or amount of dividend or volatility of the Corporation’s securities, in each case regardless of whether (x) such right or interest conveys any voting rights in such security to such Proposing Person, (y) such right or interest is required to be, or is capable of being, settled through delivery of such security, or (z) such Proposing Person may have entered into other transactions that hedge the economic effect of any such right or interest (any such right or interest referred to in this clause (B) being a “Derivative Instrument”); provided, however, that for the purpose of the term “Derivative Instrument” the term “derivative security” shall also include any security or instrument that would not otherwise constitute a “derivative security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination, or otherwise includes rights with an exercise or

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conversion privilege that is not fixed; and, provided, further, that any Proposing Person satisfying the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be required to disclose a Derivative Instrument held by such Proposing Person as a hedge with respect to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary course of such Proposing Person’s business as a derivatives dealer, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which any Proposing Person has a right to vote any shares of any security of the Corporation, (D) any contract, agreement, arrangement, understanding or relationship including any repurchase or similar so called “stock borrowing” agreement or arrangement (including any short position or any borrowing or lending of shares of stock), the purpose or effect of which is to mitigate loss, reduce economic risk (of ownership or otherwise) or increase or decrease voting power with respect to any capital stock of the Corporation or which provides any party, directly or indirectly, the opportunity to profit from any decrease in the price or value of the capital stock of the Corporation, including without limitation any “put equivalent position” (as such term is defined in Rule 16a-1(h) under the Exchange Act) related to any shares of any class or series of shares of the Corporation (any of the foregoing, a “Short Interest”), (E) any rights to dividends on the shares of the Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such Proposing Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, (G) any performance-related fees (other than an asset-based fee) that such Proposing Person is entitled to based on any increase or decrease in the value of shares of the Corporation, Derivative Instruments or Short Interests, if any, as of the date of such notice, including without limitation any such interests held by members of such Proposing Person’s immediate family sharing the same household, and (H) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Corporation held by such Proposing Person (provided that, solely for purposes of this clause (H), references to the words “the Corporation” within the definitions of “Derivative Instrument” and “Short Interests” shall be replaced with the words “such competitor”), (iii) any material pending or threatened legal proceeding in which such Proposing Person is a party, material participant or has an interest (other than an interest that is substantially the same as all stockholders) involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (iv) any direct or indirect interest of such Proposing Person in any contract or agreement with the Corporation, any affiliate of the Corporation or any significant competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (v) any other material relationship between such Proposing Person, on the one hand, and the Corporation, any affiliate of the Corporation or any significant competitor of the Corporation, on the other hand, (vi) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (vii) any other information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant to Rule 13d-2(a) if such a statement were required to be filed under the Exchange Act and the rules and regulations promulgated thereunder by such Proposing Person, (viii) a representation that the stockholder intends to be present in person at the meeting to propose such business or nomination, (ix) a representation whether such Proposing Person intends or is part of a group which intends (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (B) otherwise to engage in or be a participant in a solicitation (within the meaning of Rule 14a-1(l) under the Exchange Act) of proxies in support of such proposal or nomination, (x) a representation as to whether the Proposing Person or any other person with whom the Proposing Person is acting in concert intends to or will submit any other proposal at the meeting, and (xi) a representation regarding whether the Proposing Person intends, or is part of a group that intends, to solicit proxies in support of director nominees other than the Corporation’s nominees in accordance with Rule 14a-19 promulgated under the Exchange Act, and, in the event that such Proposing Person so intends, or is part of a group that so intends, a written agreement (in the form provided by the Secretary of the Corporation upon written request), on behalf of such Proposing Person and any group of which it is a member, in which such person acknowledges and agrees that (A) it, or the group of which it is a part, intends to solicit the holders of shares representing at least 67% of the voting power of the Corporation’s shares entitled to vote on the election of directors in support of such director nominees other than the Corporation’s nominees in accordance with Rule 14a-19(a)(3) promulgated under the Exchange Act, (B) it shall notify the Secretary of the Corporation promptly

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if any change occurs with respect to the intent of such person or the group of which such person is a part to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees or with respect to the names of such person’s nominees, (C) if such person or the group of which it is a part (1) provides notice pursuant to Rule 14a-19(a)(1) promulgated under the Exchange Act and (2) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange Act, then the Corporation shall disregard any proxies or votes solicited for such person’s nominees, and (D) upon request by the Corporation, if such person or the group of which it is a part provides notice pursuant to Rule 14a-19(a)(1) promulgated under the Exchange Act, such person shall deliver to the Corporation, no later than five business days prior to the applicable meeting, reasonable documentary evidence (as determined by the Corporation or one of its representatives, acting in good faith) that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

(3)    In addition, to be timely, a stockholder shall update and supplement its notice to the Corporation, if necessary, so that the information provided or required to be provided in such notice (including any information regarding any Proposing Person or candidate whom a Proposing Person proposes to nominate for election as a director) shall be true and correct as of the record date for the determination of persons entitled to receive notice of the meeting and as of the date that is five business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation no later than two business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than two business days prior to the date for the meeting, any adjournment or postponement thereof in the case of the update and supplement required to be made as of five business days prior to the meeting or any adjournment or postponement thereof, and not later than two business days after the occurrence of any event or development that would cause the information provided to be not true and correct in all material respects. For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not cure or limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or under any other provision of the Bylaws or enable or be deemed to permit a stockholder who has previously submitted notice hereunder, or under any other provision of the Bylaws, to amend or update any proposal or nomination or to submit any new proposal or nomination, including without limitation by changing or adding nominees, matters, business and/or resolutions proposed to be brought before a meeting of the stockholders.

(4)    Upon written request by the Secretary of the Corporation, the Board of Directors or any duly authorized committee thereof, a stockholder submitting a notice pursuant to this Section 2.8 proposing business or a nomination to be brought before a meeting shall provide, within five business days of delivery of such request (or such other period as may be specified in such request), (i) written verification, satisfactory in the reasonable discretion of the Board of Directors, any duly authorized committee thereof or any duly authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder (including any information submitted regarding any Proposing Person or any candidate whom a Proposing Person proposes to nominate for election as a director) in the notice delivered pursuant to the requirements of these Bylaws (including, if requested, written confirmation by such stockholder that it continues to intend to bring the business or nomination proposed in the notice before the meeting) and (ii) such other information reasonably required by the Secretary of the Corporation, the Board of Directors or any duly authorized committee thereof, acting in good faith, to determine compliance with these Bylaws by each Proposing Person or candidate whom a Proposing Person proposes to nominate for election as a director or the accuracy and completeness of any notice or solicitation given or made on behalf of a Proposing Person. If a stockholder fails to provide such written verification or other information within such period, the information as to which written verification or other information was requested may be deemed not to have been provided in accordance with the requirements of these Bylaws.

(5)    Upon written request by the Secretary of the Corporation, the Board of Directors or any duly authorized committee thereof, a stockholder submitting a notice pursuant to this Section 2.8 proposing business or a nomination to be brought before a meeting shall provide, within five business days of delivery of such request (or such other period as may be specified in such request), a written supplement, satisfactory in the reasonable discretion of the Board of Directors, any duly authorized committee thereof or any duly authorized officer of the Corporation, to update the information (including any information submitted regarding any Proposing Person) contained in any previously submitted stockholder notice and provide the disclosures required by Section 2.8 such that they are current and true, correct and complete as of the date that such supplement is submitted to the Secretary. If a stockholder fails to provide such written

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supplement within such period, the information as to which a written supplement was requested may be deemed not to have been provided in accordance with the requirements of these Bylaws.

(6)    Upon written request by the Secretary of the Corporation, the Board of Directors or any duly authorized committee thereof, each candidate whom a stockholder proposes to nominate for election as a director shall, and such stockholder shall cause such nominee to, make himself or herself available for interviews with the Board of Directors and any duly authorized committee thereof within five business days of delivery of such request (or such other period as may be specified in such request).

(7)    For a notice pursuant to this Section 2.8 to comply with the requirements of this Section 2.8, each of the requirements of this Section 2.8 shall be directly and expressly responded to in a manner that clearly indicates and expressly references to which provisions of this Section 2.8 the information disclosed is intended to be responsive. Information disclosed in one section of the notice in response to one provision of this Section 2.8 shall not be deemed responsive to any other provision of this Section 2.8 unless it is expressly cross-referenced to such other provision and it is clearly apparent how the information included in one section of the notice is directly and expressly responsive to the information required to be included in another section of the notice pursuant to this Section 2.8. For the avoidance of doubt, statements purporting to provide global cross-references that purport to provide that all information provided shall be deemed to be responsive to all requirements of this Section 2.8 shall be disregarded and shall not satisfy the requirements of this Section 2.8.

(8)    For a notice pursuant to this Section 2.8 to comply with the requirements of this Section 2.8, it must set forth in writing directly within the body of the notice (as opposed to being incorporated by reference from any other document or writing not prepared solely in response to the requirements of these Bylaws) all the information required to be included therein as set forth in this Section 2.8. A notice shall not be deemed to be in compliance with this Section 2.8 if it attempts to include the required information by incorporating by reference into the body of the notice any other document, writing or part thereof, including, but not limited to, any documents publicly filed with the Securities and Exchange Commission not prepared solely in response to the requirements of these Bylaws. For the further avoidance of doubt, the body of the notice shall not include any documents that are not prepared solely in response to the requirements of these Bylaws.

(9)    A stockholder submitting a notice pursuant to this Section 2.8, by its delivery to the Corporation, represents and warrants that all information contained therein (including any information regarding any Proposing Person or candidate whom a Proposing Person proposes to nominate for election as a director), as of the deadline for submitting the notice, is true, correct and complete in all respects, contains no false or misleading statements and such stockholder acknowledges that it intends for the Corporation and the Board of Directors to rely on such information as (i) being true, correct and complete in all respects and (ii) not containing any false or misleading statements. If the information submitted pursuant to this Section 2.8 by any stockholder proposing business or a nomination to be brought before a meeting shall not be true, correct and complete in all respects prior to the deadline for submitting the notice, such information may be deemed not to have been provided in accordance with this Section 2.8.

(10)    Notwithstanding anything in the second sentence of paragraph (A)(2) of this Bylaw to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Bylaw shall also be considered timely, but only with respect to nominees for any new positions created by such increase, and only with respect to a stockholder who had, prior to such increase in the size of the Board of Directors, previously submitted, on a timely basis and in proper written form, a stockholder notice relating to nominees for such meeting, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

(11)    For Proxy Access Nominations to be properly brought before an annual meeting of stockholders by an Eligible Stockholder or Nominating Stockholder, as applicable, pursuant to clause (c) of paragraph (A)(1) of this Bylaw, each Eligible Stockholder and/or Nominating Stockholder must fully comply with the timing, notice and other provisions in Section 2.14 of these Bylaws.

(B)    Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at

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which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Bylaw, on the record date(s) for the determination of stockholders entitled to notice of and to vote at the special meeting and at the time of the special meeting, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Bylaw. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (A)(2) of this Bylaw with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.8(C) of this Bylaw) shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period for the giving of a stockholder’s notice as described above. This paragraph (B) shall be the exclusive means for a stockholder to make nominations before a special meeting of stockholders (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Corporation’s notice of meeting). For the avoidance of doubt, Proxy Access Nominations may not be made at any special meeting of stockholders.

(C)    Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver in accordance with the time periods prescribed for delivery of notice under this Section 2.8 or, in the case of a Proxy Access Nomination brought under Section 2.14 of these Bylaws, in accordance with the timing, notice and other provisions of Section 2.14 of these Bylaws, to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualifications of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation that has not been disclosed therein, (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation, (D) has disclosed to the Corporation any and all potential and actual conflicts of interest of such nominee with the Corporation and (E) will abide by the requirements of Section 2.9 of these Bylaws.

(D)    General.

(1)    Only such persons who are nominated in accordance with the procedures set forth in this Bylaw or Section 2.14 of these Bylaws shall be eligible to be elected at an annual meeting of stockholders or special meeting of stockholders (for the avoidance of doubt, Proxy Access Nominations under Section 2.14 may not be made at any special meeting of stockholders), as applicable, to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Bylaw. Except as otherwise provided by law, the Certificate of Incorporation or the Bylaws of the Corporation, the presiding officer of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made, or proposed, as the case may be, in accordance with the procedures set forth in this Bylaw and, if any proposed nomination or business is not in compliance with this Bylaw, to declare that such defective proposal or nomination shall be disregarded. In addition, a nomination or business proposed to be brought by a stockholder pursuant to Section 2.8 may not be brought before a meeting if such stockholder or any Proposing Person takes action contrary to the representations made in the stockholder notice applicable to such nomination or business or if such stockholder notice contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading, or if after being submitted to the Corporation, the stockholder notice was not updated in accordance with these Bylaws to cause the information provided therein to be true, correct, and complete in all respects.

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(2)    For purposes of this Bylaw, (a) “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act; (b) “Proposing Person” shall mean (i) the stockholder providing the notice of the nomination or business proposed to be brought before the meeting, (ii) the beneficial owner or beneficial owners, if any, on whose behalf such notice is made, (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A, or any successor instructions) with such stockholder or beneficial owner in such solicitation of proxies in respect of any such proposed nomination or business, (iv) any Affiliate (within the meaning of Rule 12b-2 under the Exchange Act) of such stockholder or beneficial owner, (v) any person controlling, controlled by or under common control with such stockholder or beneficial owner, and (vi) any person acting in concert with such stockholder or beneficial owner; and (c) a person shall be deemed to be “acting in concert” with another person if such person knowingly acts (whether or not pursuant to an express agreement, arrangement or understanding) in concert with, or towards a common goal relating to the management, governance or control of the Corporation in parallel with, such other person where (i) each person is conscious of the other person’s conduct or intent and this awareness is an element in their decision-making processes and (ii) at least one additional factor suggests that such persons intend to act in concert or in parallel, which such additional factors may include, without limitation, exchanging information (whether publicly or privately), attending meetings, conducting discussions or making or soliciting invitations to act in concert or in parallel; provided, however, that a person shall not be deemed to be “acting in concert” with any other person solely as a result of the solicitation or receipt of revocable proxies, or special meeting demands from such other person in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a proxy statement filed on Schedule 14A, and a person deemed to be “acting in concert” with another person shall be deemed to be “acting in concert” with any third party who is also “acting in concert” with such other person.

(3)    Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder (including Rule 14a-19) and the General Corporation Law of the State of Delaware with respect to the matters set forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights of (i) stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) the holders of any series of Preferred Stock to elect directors under specified circumstances. Subject to Rule 14a-8, Rule 14a-11 and Rule 14a-19 under the Exchange Act, nothing in these Bylaws shall be construed to permit any stockholder, or give any stockholder the right, to include or have disseminated or described in the Corporation’s proxy statement any nomination of director or directors or any other business proposal.

(4)    Without limiting the other provisions and requirements of this Section 2.8, unless otherwise required by applicable law, if any stockholder (i) provides notice pursuant to Rule 14a-19(a)(1) promulgated under the Exchange Act and (ii) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange Act, then the Corporation shall disregard any proxies or votes solicited for such stockholder’s nominees. Upon request by the Corporation, if any stockholder provides notice pursuant to Rule 14a-19(a)(1) promulgated under the Exchange Act, such stockholder shall deliver to the Corporation, no later than five business days prior to the applicable meeting, reasonable documentary evidence (as determined by the Corporation or one of its representatives, acting in good faith) that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

Section 2.9    Procedure for Election of Directors; Required Vote.

(A)    Except as set forth below, election of directors at all meetings of the stockholders at which directors are to be elected shall be by ballot and, subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, a majority of the votes cast at any meeting for the election of directors at which a quorum is present shall elect directors. For purposes of this Bylaw, a majority of votes cast shall mean that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. Votes cast shall include direction to withhold authority, when applicable, and exclude abstentions with respect to that director’s election. Notwithstanding the foregoing, in the event of a “contested election” of directors, directors shall be elected by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present. For purposes of this Bylaw, a “contested election” shall mean any election of directors in which the number of candidates for election as directors exceeds the number of directors to be elected, with the determination thereof being made by the Secretary as of the close of the applicable notice of nomination period set forth in Section 2.8 or Section 2.14, as applicable, of these Bylaws or under applicable law, based on whether one or more notice(s) of nomination were timely filed in accordance with said

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Section 2.8 or Section 2.14, as applicable; provided, however, that the determination that an election is a “contested election” shall be determinative only as to the timeliness of a notice of nomination and not otherwise as to its validity. If, prior to the time the Corporation mails its initial proxy statement in connection with such election of directors, one or more notices of nomination are withdrawn such that the number of candidates for election as director no longer exceeds the number of directors to be elected, the election shall not be considered a “contested election,” but in all other cases, once an election is determined to be a contested election, directors shall be elected by the vote of a plurality of the votes cast.

(B)    If a nominee for director who is an incumbent director is not elected and no successor has been elected at such meeting, the director is expected to promptly tender his or her resignation to the Board of Directors. The Nominating and Corporate Governance Committee shall make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors shall act on the tendered resignation, taking into account the Nominating and Corporate Governance Committee’s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. The Nominating and Corporate Governance Committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director who tenders his or her resignation shall not participate in the recommendation of the Nominating and Corporate Governance Committee or the decision of the Board of Directors with respect to his or her resignation. If such incumbent director’s resignation is not accepted by the Board of Directors, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board of Directors pursuant to this Bylaw, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of Section 3.9 of these Bylaws or may decrease the size of the Board of Directors pursuant to the provisions of Section 3.2 of these Bylaws.

(C)    Except as otherwise provided by law, the Certificate of Incorporation, or these Bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders. To the extent required, the non-binding advisory vote pursuant to Section 14A(a)(2) of the Exchange Act with respect to the determination as to whether the advisory vote on executive compensation shall occur every one year, every two years or every three years shall be decided by a plurality of the votes cast among those three alternatives; provided that for purposes of any vote required pursuant to this sentence, neither abstentions nor broker non-votes shall count as votes cast.

Section 2.10    Inspectors of Elections; Opening and Closing the Polls. The Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives, to act at the meetings of stockholders and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act or is able to act at a meeting of stockholders, the presiding officer of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by law. The presiding officer of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting.

Section 2.11    Record Date for Action by Written Consent. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within 10 days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within 10 days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or to any officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no

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record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

Section 2.12    Inspectors of Written Consent. In the event of the delivery, in the manner provided by Section 2.11, to the Corporation of the requisite written consent or consents to take corporate action and/or any related revocation or revocations, the Corporation shall engage nationally recognized independent inspectors of elections for the purpose of promptly performing a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by written consent without a meeting shall be effective until such date as the independent inspectors certify to the Corporation that the consents delivered to the Corporation in accordance with Section 2.11 represent at least the minimum number of votes that would be necessary to take the corporate action. Nothing contained in this paragraph shall in any way be construed to suggest or imply that the Board of Directors or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

Section 2.13    Effectiveness of Written Consent. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated written consent received in accordance with Section 2.11, a written consent or consents signed by a sufficient number of holders to take such action are delivered to the Corporation in the manner prescribed in Section 2.11.

Section 2.14    Proxy Access. Subject to the terms and conditions set forth in these Bylaws, the Corporation shall include in its proxy materials for an annual meeting of stockholders the name, together with the Required Information (as defined in paragraph (A)(5) below), of one or more person(s) properly nominated for election (the “Stockholder Nominee”) to the Board of Directors by a qualifying stockholder or group of stockholders that satisfy the requirements of this Section 2.14, including qualifying as an Eligible Stockholder (as defined in paragraph (A)(4) below), and that expressly elects at the time of providing the written notice required by this Section 2.14 (a “Proxy Access Notice”) to have its nominee included in the Corporation’s proxy materials pursuant to this Section 2.14.

(A)    For purposes of this Section 2.14:

(1)    “Voting Stock” shall mean outstanding shares of capital stock of the Corporation entitled to vote generally for the election of directors;

(2)    “Constituent Holder” shall mean any stockholder, collective investment fund included within a Qualifying Fund (as defined in paragraph (D) below) or beneficial holder whose stock ownership is counted for purposes of qualifying as holding the Proxy Access Request Required Shares (as defined in paragraph (D) below) or qualifying as an Eligible Stockholder (as defined in paragraph (D) below);

(3)    “Affiliate” and “associate” shall have the meanings ascribed thereto in Rule 405 under the Exchange Act; provided, however, that the term “partner” as used in the definition of “associate” shall not include any limited partner that is not involved in the management of the relevant partnership;

(4)    A stockholder (and any Constituent Holders) shall be deemed to “own” only those outstanding shares of Voting Stock as to which the stockholder or any Constituent Holder possesses both (a) the full voting and investment rights pertaining to the shares and (b) the full economic interest in (including the opportunity for profit and risk of loss on) such shares. The number of shares calculated in accordance with the foregoing clauses (a) and (b) shall be deemed not to include (and to the extent any of the following arrangements have been entered into by affiliates of the stockholder (or of any Constituent Holder), shall be reduced by) any shares (x) sold by such stockholder (or any of its affiliates) or such Constituent Holder (or any of its affiliates) in any transaction that has not been settled or closed, including any short sale, (y) borrowed by such stockholder (or any of its affiliates) or such Constituent Holder (or any of its affiliates) for any purposes or purchased by such stockholder (or any of its affiliates) or such Constituent Holder (or any of its affiliates) pursuant to an agreement to resell or (z) subject to any Short Interest (as described in Section 2.8(A)(2)(c) of these Bylaws), which is intended to have, or if exercised by either party thereto would have, the purpose or effect of (i) reducing in any manner, to any extent or at any time in the future, such stockholder’s (or affiliate’s) or such Constituent Holder’s (or affiliate’s) full right to vote or direct the voting of any such shares, and/or (ii) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such stockholder (or affiliate) or such

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Constituent Holder (or affiliate), other than any such arrangements solely involving an exchange-traded fund that tracks the performance of an index referencing the shares of issuers in more than one industry and in which Voting Stock represents at the time of entry into such arrangement less than ten percent (10%) of the proportionate value of such index. A stockholder or Constituent Holder shall “own” shares held in the name of a nominee or other intermediary so long as the stockholder or Constituent Holder retains the right to instruct how the shares are voted with respect to the election of directors and the right to direct the disposition thereof and possesses the full economic interest in the shares. A stockholder’s ownership or Constituent Holder’s ownership of shares shall be deemed to continue during any period in which such stockholder or Constituent Holder has loaned such shares in the ordinary course of its business or delegated any voting power over such shares by means of a proxy, power of attorney or other instrument or arrangement which, in either case of such loan or delegation, is recallable and/or revocable at any time by the stockholder or Constituent Holder, as applicable, and, in the case of loaned shares, on not more than five business days’ notice. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings; and

(5)    The “Required Information” that the Corporation will include in its proxy statement is (a) the information concerning the Stockholder Nominee and the Eligible Stockholder(s) and Nominating Stockholder(s) that the Corporation determines is required to be disclosed in the Corporation’s proxy statement by the regulations promulgated under the Exchange Act; and (b) if the Eligible Stockholder and/or Nominating Stockholder so elects, a Statement (as defined in paragraph (F) below). The Corporation shall also include the name of the Stockholder Nominee in its proxy card. For the avoidance of doubt, and any other provision of these Bylaws notwithstanding, the Corporation may, in its sole discretion, solicit against, and include in the proxy statement its own statements or other information relating to, any Eligible Stockholder, Nominating Stockholder and/or Stockholder Nominee, including any information provided to the Corporation with respect to the foregoing.

(B)    To be timely, a stockholder’s Proxy Access Notice must be delivered to the Secretary of the Corporation at its principal executive offices not later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the first anniversary of the date that the Corporation mailed its proxy statement for the preceding year’s annual meeting of stockholders; provided, however, that in the event the annual meeting of stockholders is not scheduled to be held within a period that commences 30 days before and ends 60 days after the first anniversary date of the previous year’s annual meeting of stockholders (such meeting date referred to herein as an “Outside Meeting Date”), the Proxy Access Notice must be so delivered to, and received by, the Secretary of the Corporation no earlier than 180 days and no later than the 10th day following the date such Outside Meeting Date is first publicly announced or disclosed. In no event shall any adjournment or postponement of an annual meeting, or the Public Announcement thereof, commence a new time period or extend any time period for giving of a Proxy Access Notice.

(C)    The number of Stockholder Nominees (including Stockholder Nominees that were submitted by any Eligible Stockholder and/or Nominating Stockholder for inclusion in the Corporation’s proxy materials pursuant to this Section 2.14 but either are subsequently withdrawn or that the Board of Directors decides to nominate as Board of Directors’ nominees) appearing in the Corporation’s proxy materials with respect to an annual meeting of stockholders shall be the greater of (x) two and (y) the largest whole number that does not exceed twenty percent (20%) of the number of directors in office as of the last day on which a Proxy Access Notice may be delivered in accordance with the procedures set forth in this Section 2.14 (such greater number, the “Permitted Number”); provided, however, that the Permitted Number shall be reduced by:

(1)    the number of directors in office or director candidates that, in either case, will be included in the Corporation’s proxy materials with respect to such annual meeting as an unopposed (by the Corporation) nominee pursuant to an agreement, arrangement or other understanding with a stockholder or group of stockholders (other than any such agreement, arrangement or understanding entered into in connection with an acquisition of Voting Stock, by such stockholder or group of stockholders, from the Corporation), other than any such director referred to in this clause (1) who at the time of such annual meeting will have served as a director continuously, as a nominee of the Board of Directors, for at least two (2) annual terms, but only to the extent the Permitted Number after such reduction with respect to this clause (1) equals or exceeds one (1); and

(2)    the number of directors in office that will be included in the Corporation’s proxy materials with respect to such annual meeting for whom access to the Corporation’s proxy materials was previously provided pursuant to this Section 2.14, other than any such director referred to in this clause (2) who at the time of such annual meeting will have served as a director continuously, as a nominee of the Board of Directors, for at least two (2) annual terms;

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provided, further, that in the event the Board of Directors resolves to reduce the size of the Board of Directors effective on or prior to the date of the annual meeting of stockholders, the Permitted Number shall be calculated based on the number of directors in office as so reduced. Any Eligible Stockholder or Nominating Stockholder, as applicable, submitting more than one Stockholder Nominee for inclusion in the Corporation’s proxy statement pursuant to this Section 2.14 shall (i) rank such Stockholder Nominees based on the order that such person desires such Stockholder Nominees to be selected for inclusion in the Corporation’s proxy statement in the event that the number of Stockholder Nominees submitted pursuant to this Section 2.14 exceeds the Permitted Number and (ii) explicitly specify and include the respective rankings referred to in the foregoing clause (i) in the Proxy Access Notice delivered to the Corporation with respect to all Stockholder Nominees submitted pursuant thereto. In the event that the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section 2.14 exceeds the Permitted Number, each Eligible Stockholder will have its highest ranking Stockholder Nominee (as ranked pursuant to the preceding sentence) who meets the requirements of this Section 2.14 selected for inclusion in the Corporation’s proxy materials until the Permitted Number is reached, going in order of the amount (largest to smallest) of shares of Voting Stock each Eligible Stockholder disclosed as owned in its Proxy Access Notice submitted to the Corporation (with the understanding that an Eligible Stockholder may not ultimately have any of its Stockholder Nominees included if the Permitted Number has previously been reached).

If the Permitted Number is not reached after each Eligible Stockholder or Nominating Stockholder, as applicable, has had one Stockholder Nominee selected, this selection process will continue as many times as necessary, following the same order each time, until the Permitted Number is reached. After reaching the Permitted Number of Stockholder Nominees, if any Stockholder Nominee who satisfies the eligibility requirements in this Section 2.14 thereafter withdraws, has his or her nomination withdrawn or is thereafter not submitted for director election, no other nominee or nominees shall be required to be substituted for such Stockholder Nominee and included in the Corporation’s proxy statement or otherwise submitted for director election pursuant to this Section 2.14.

(D)    An “Eligible Stockholder” is one or more stockholders of record or of beneficial ownership who own and have owned, or are acting on behalf of one (1) or more beneficial owners who own and have owned (in each case as defined above), in each case continuously for at least three (3) years as of both the date that the Proxy Access Notice is received by the Corporation pursuant to this Section 2.14, and as of the record date for determining stockholders eligible to vote at the annual meeting of stockholders, at least three percent (3%) of the aggregate voting power of the Voting Stock (the “Proxy Access Request Required Shares”), and who continue to own the Proxy Access Request Required Shares at all times between the date such Proxy Access Notice is received by the Corporation and the date of the applicable annual meeting of stockholders, provided that the aggregate number of stockholders, and, if and to the extent that a stockholder is acting on behalf of one or more beneficial owners, of such beneficial owners, whose stock ownership is counted for the purpose of satisfying the foregoing ownership requirement shall not exceed twenty (20). Two (2) or more collective investment funds that are (i) a group of funds under common management and investment control, (ii) a group of funds under common management and funded primarily by the same employer, or (iii) a “family of investment companies” or a “group of investment companies” each as defined in the Investment Company Act of 1940, as amended (each a “Qualifying Fund”), shall be treated as one stockholder for the purpose of determining the aggregate number of stockholders in this paragraph (D) provided that each fund included within a Qualifying Fund otherwise meets the requirements set forth in this Section 2.14 and provides information, together with the Proxy Access Notice documentation satisfactory to the Board or its designee, acting in good faith, that demonstrates it is a Qualifying Fund. No shares may be attributed to more than one group constituting an Eligible Stockholder under this Section 2.14 (and, for the avoidance of doubt, no stockholder may be a member of more than one group constituting an Eligible Stockholder). A record holder acting on behalf of one or more beneficial owners will not be counted separately as a stockholder with respect to the shares owned by beneficial owners on whose behalf such record holder has been directed in writing to act, but each such beneficial owner will be counted separately, subject to the other provisions of this paragraph (D), for purposes of determining the number of stockholders whose holdings may be considered as part of an Eligible Stockholder’s holdings. For the avoidance of doubt, Proxy Access Request Required Shares will qualify as such if and only if the beneficial owner of such shares as of the date of the Proxy Access Notice has itself individually beneficially owned such shares continuously for the three-year (3-year) period ending on that date and through the other applicable dates referred to above (in addition to all other applicable requirements being met).

(E)    No later than the final date when a Proxy Access Notice pursuant to this Section 2.14 may be timely delivered to the Corporation, an Eligible Stockholder (including each Constituent Holder) must provide the following information in writing to the Secretary of the Corporation:

(1)    the name and address of, and number of shares of Voting Stock owned by, such person;

(2)    one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year (3-year) holding period) verifying that, as of a date within seven days prior to the date the Proxy Access Notice is

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delivered to the Corporation, such Eligible Stockholder (and each Constituent Holder) owns, and has owned continuously for the preceding three years, the Proxy Access Request Required Shares, and such person’s agreement to provide:

(a)    within five days after the record date for the annual meeting of stockholders, written statements from the record holder and intermediaries verifying such person’s continuous ownership of the Proxy Access Request Required Shares through the record date, together with any additional information reasonably requested to verify such person’s ownership of the Proxy Access Request Required Shares; and

(b)    immediate notice if the Eligible Stockholder ceases to own any of the Proxy Access Request Required Shares prior to the date of the applicable annual meeting of stockholders;

(3)    the information, representations and agreements contemplated by Section 2.8 of these Bylaws (other than any such information, representations and agreements to be made relating specifically to the requirements of Rule 14a-19 promulgated under the Exchange Act);

(4)    a representation that such person:

(a)    acquired the Proxy Access Request Required Shares in the ordinary course of business and not with the intent to change or influence control of the Corporation, and does not presently have such intent;

(b)    has not nominated and will not nominate for election to the Board of Directors at the annual meeting of stockholders any person other than the Stockholder Nominee(s) being nominated pursuant to this Section 2.14;

(c)    has not engaged and will not engage in, and has not and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) promulgated under the Exchange Act in support of the election of any individual as a director at the annual meeting of stockholders other than its Stockholder Nominee(s) or a nominee of the Board of Directors;

(d)    will not distribute to any stockholder any form of proxy for the annual meeting of stockholders other than the form distributed by the Corporation; and

(e)    will provide facts, statements and other information in all communications with the Corporation and its stockholders that are and will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and will otherwise comply with all applicable laws, rules and regulations in connection with any actions taken pursuant to this Section 2.14;

(5)    in the case of a nomination by an Eligible Stockholder comprised of a group of stockholders that together is such an Eligible Stockholder, the designation by all group members (including Constituent Holders), as evidenced by a written agreement provided to the Corporation signed by all group members (including Constituent Holders), of one group member that is authorized to act on behalf of all members of the nominating stockholder group with respect to the nomination and matters related thereto, including withdrawal of the nomination (the “Nominating Stockholder”) (for the avoidance of doubt, in the event of a nomination by a Nominating Stockholder that includes more than one Eligible Stockholder (including each Constituent Holder), any and all requirements and obligations for an Eligible Stockholder (including each Constituent Holder) that are set forth in this Section 2.14 shall apply to each such Eligible Stockholder; provided, however that, in such case, the Proxy Access Request Required Shares provision shall apply to the Eligible Stockholder comprised of a group of such stockholders that together comprises such an Eligible Stockholder);

(6)    an undertaking that such person agrees to:

(a)    assume all liability stemming from, and indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether

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legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any legal or regulatory violation arising out of the Eligible Stockholder’s and/or Nominating Stockholder’s communications with the stockholders of the Corporation or out of the information that the Eligible Stockholder and/or Nominating Stockholder provided to the Corporation; and

(b)    file with the Securities and Exchange Commission any solicitation by the Eligible Stockholder and/or Nominating Stockholder of stockholders of the Corporation relating to the annual meeting of stockholders at which the Stockholder Nominee will be nominated and provide to the Corporation copies of any solicitation or other communication with the Corporation’s stockholders relating to the annual meeting of stockholders that is exempt from filing with the Securities and Exchange Commission; and

(7)    a completed copy of the Schedule 14N (or any successor form) relating to the Stockholder Nominee that has been or will be filed with the Securities and Exchange Commission as required by Rule 14a-18 under the Exchange Act.

In order to be considered timely, any information required by this Section 2.14 to be provided to the Corporation must be supplemented (by delivery to the Secretary of the Corporation) (1) no later than five days following the record date for the applicable annual meeting of stockholders, to disclose the foregoing information as of such record date, and (2) no later than the eighth day before the annual meeting of stockholders, to disclose the foregoing information as of the date that is 10 days prior to such annual meeting of stockholders. For the avoidance of doubt, the requirement to update and supplement such information shall not permit any Eligible Stockholder or other person to change or add any proposed Stockholder Nominee or be deemed to cure any defects or limit the remedies (including without limitation under these Bylaws) available to the Corporation relating to any defect.

(F)    The Eligible Stockholder or Nominating Stockholder, as applicable, may provide to the Secretary of the Corporation, at the time the information required by this Section 2.14 is originally provided, a written statement for inclusion in the Corporation’s proxy statement for the annual meeting of stockholders, not to exceed five hundred (500) words, in support of the candidacy of such Eligible Stockholder’s or Nominating Stockholder’s, as applicable, Stockholder Nominee (the “Statement”). Notwithstanding anything to the contrary contained in this Section 2.14, the Corporation may omit from its proxy materials any information or Statement that it, in good faith, believes is materially false or misleading, omits to state any material fact, or would violate any applicable law or regulation.

(G)    No later than the final date when a Proxy Access Notice pursuant to this Section 2.14 may be timely delivered to the Corporation, each Stockholder Nominee must deliver to the Secretary at the principal executive offices of the Corporation the completed and signed questionnaire, representation, agreement required by Section 2.8(C) of these Bylaws and:

(1)    provide an executed agreement, in a form deemed satisfactory by the Board of Directors or its designee (which form shall be provided by the Corporation reasonably promptly upon written request of a stockholder), that such Stockholder Nominee consents to being named in the Corporation’s proxy materials (and will not agree to be named in any other person’s proxy materials) as a nominee and to serving as a director of the Corporation if elected;

(2)    complete, sign and submit all other questionnaires required of the Corporation’s directors generally; and

(3)    provide such additional information as necessary to permit the Board of Directors to determine if any of the matters contemplated by paragraph (I) below apply to such Stockholder Nominee or if such nominee has any direct or indirect relationship with the Corporation or is or has previously been subject to any event specified in Item 401(f) of Regulation S-K (or successor rule) of the Securities and Exchange Commission or Rule 506(d) of Regulation D under the Securities Act of 1933, as amended.

In the event that any information or communications provided by the Eligible Stockholder (or any Constituent Holder), the Nominating Stockholder or the Stockholder Nominee to the Corporation or its stockholders ceases to be true and correct in all material respects or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each Eligible Stockholder, the Nominating Stockholder or Stockholder Nominee, as the case may be, shall promptly notify the Secretary of the Corporation of any defect in such previously provided information and of the information that is required to correct any such defect; it being understood for the avoidance of doubt that providing any such notification shall not be deemed to cure any

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such defect or limit the remedies (including, without limitation, under these Bylaws) available to the Corporation relating to any such defect.

(H)    For the avoidance of doubt, any Stockholder Nominee who is included in the Corporation’s proxy statement for a particular annual meeting of stockholders, but subsequently is determined not to satisfy the eligibility requirements of this Section 2.14 or any other provision of the Bylaws, Certificate of Incorporation, or other applicable regulation any time before the annual meeting of stockholders, will not be eligible for election at such annual meeting.

(I)    The Corporation shall not be required to include, pursuant to this Section 2.14, a Stockholder Nominee in its proxy materials for any annual meeting of stockholders, or, if the proxy statement already has been filed, to allow the nomination of a Stockholder Nominee, notwithstanding that proxies in respect of such vote may have been received by the Corporation:

(1)    who is not independent under the listing standards of the principal U.S. exchange upon which the common stock of the Corporation is listed (or other listing standards applicable to the Corporation), any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing independence of the Corporation’s directors, in each case, as determined by the Board of Directors;

(2)    whose service as a member of the Board of Directors would violate or cause the Corporation to be in violation of these Bylaws, the Certificate of Incorporation, the rules and listing standards of the principal U.S. exchange upon which the common stock of the Corporation is traded (or other such rules and listing standards applicable to the Corporation), or any applicable law, rule or regulation;

(3)    if the Eligible Stockholder (or any Constituent Holder), Nominating Stockholder or applicable Stockholder Nominee otherwise breaches or fails to comply in any material respect with its obligations pursuant to this Section 2.14 or any agreement, representation or undertaking required by this Section;

(4)    if the Eligible Stockholder ceases to be an Eligible Stockholder for any reason, including but not limited to, not owning the Proxy Access Request Required Shares through the date of the applicable annual meeting;

(5)    who is or has been, within the past three (3) years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914; or

(6)    if the Corporation receives one or more stockholder notices nominating director candidates pursuant to Section 2.8 (but not this Section 2.14) of these Bylaws.

For the purposes of this paragraph (I), clauses (1), (2) and (5) and, to the extent related to a breach or failure by the Stockholder Nominee, clause (3) will result in the exclusion from the proxy materials pursuant to this Section 2.14 of the specific Stockholder Nominee to whom the ineligibility applies, or, if the proxy statement already has been filed, the ineligibility of such Stockholder Nominee to be nominated; provided, however, that clause (4) and, to the extent related to a breach or failure by an Eligible Stockholder (or any Constituent Holder), clause (3) will result in the Voting Stock owned by such Eligible Stockholder (or Constituent Holder) or Nominating Stockholder being excluded from the Proxy Access Request Required Shares (and, if as a result the Proxy Access Notice shall no longer have been filed by an Eligible Stockholder or Nominating Stockholder, as applicable, the exclusion from the proxy materials pursuant to this Section 2.14 of all of the applicable stockholder’s Stockholder Nominees from the applicable annual meeting of stockholders or, if the proxy statement has already been filed, the ineligibility of all of such stockholder’s Stockholder Nominees to be nominated).

(J)    Any Stockholder Nominee who is included in the Corporation’s proxy materials for a particular annual meeting of stockholders but either (i) withdraws from or becomes ineligible or unavailable for election at any such annual meeting; or (ii) is not elected to the Board of Directors and does not receive at least twenty-five percent (25%) of the votes cast in favor of the Stockholder Nominee’s election, will be ineligible to be a Stockholder Nominee pursuant to this Section 2.14 for the next two (2) annual meetings of stockholders.

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ARTICLE III
BOARD OF DIRECTORS

Section 3.1    General Powers. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.

Section 3.2    Number, Tenure and Term. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Whole Board. Each director shall hold office until the next annual election of directors and until the director’s successor is elected and qualified.

Section 3.3    Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place, if any, as, the annual meeting of stockholders. The Board of Directors may, by resolution, provide the time and place for the holding of additional regular meetings without other notice than such resolution.

Section 3.4    Special Meetings. Special meetings of the Board of Directors shall be called at the request of the Chairman of the Board or a majority of the Board of Directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the place and time of the meetings.

Section 3.5    Notice. Notice of any special meeting of directors shall be given to each director at such person’s business or residence in writing by hand delivery, first-class or overnight mail or courier service, telegram, email or facsimile transmission, orally by telephone or any other lawful means. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except for amendments to these Bylaws, as provided under Section 8.1. A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with Section 6.4 of these Bylaws.

Section 3.6    Action by Consent of Board of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 3.7    Conference Telephone Meetings. Members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.8    Quorum. Subject to Section 3.9, a whole number of directors equal to at least a majority of the Whole Board shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there shall be less than a quorum present, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

Section 3.9    Vacancies. Subject to applicable law and the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, and unless the Board of Directors otherwise determines, vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders at which directors are elected and until such director’s successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the Whole Board shall shorten the term of any incumbent director.

Section 3.10    Chairman of the Board. The Chairman of the Board shall be chosen by the Board of Directors from among the directors annually at the regular meeting of the Board of Directors held after the annual meeting of stockholders or as soon thereafter as convenient. The Chairman of the Board shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death, his or her resignation or

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his or her removal, whichever event shall first occur. The Chairman of the Board shall preside at all meetings of the stockholders (subject to and as further described in Section 2.7) and shall preside at all meetings of the Board of Directors. The Chairman of the Board shall be responsible for the general management of the affairs of the Corporation and shall perform all duties incidental to his or her office which may be required by law and all such other duties as are properly required of him or her by the Board of Directors. He or she shall make reports to the Board of Directors and the stockholders, and shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect. The Chairman of the Board may also serve as the Chief Executive Officer and/or the President of the Corporation, if so elected by the Board of Directors.

Section 3.11    Committees of the Board: Executive Committee. The Board of Directors may, by resolution adopted by a majority of the Whole Board, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Board in the management of the business and affairs of the Corporation when the Board of Directors is not in session, including without limitation the power to declare dividends, to authorize the issuance of the Corporation’s capital stock and to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of the State of Delaware, and may, by resolution similarly adopted, designate an Audit Committee, a Compensation Committee, an Environmental, Safety and Corporate Responsibility Committee, a Nominating and Corporate Governance Committee, the powers of which are expressly provided for in this Bylaw, and one or more additional committees. Each committee shall consist of two or more directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Board of Directors when required.

Each committee shall create its own charter, which shall be reviewed by and approved at least annually by the Board of Directors. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.5 of these Bylaws. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Section 3.12    Compensation. The Board of Directors shall have the authority to fix the compensation of directors.

Section 3.13    Records. The Board of Directors shall cause to be kept a record containing the minutes of the proceedings of the meetings of the Board of Directors and of the stockholders, appropriate stock books and registers and such books of records and accounts as may be necessary for the proper conduct of the business of the Corporation.

ARTICLE IV
OFFICERS

Section 4.1    Elected Officers. The elected officers of the Corporation shall be a Chief Executive Officer, a President, a Secretary, a Chief Financial Officer, and such other officers as the Board of Directors from time to time may deem proper. All officers elected by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of these Bylaws. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof. The Board of Directors or any committee thereof may from time to time elect, or the Chairman of the Board or the Chief Executive Officer may appoint, such other officers (including a Treasurer, one or more Chief Operating Officers, one or more Executive Vice Presidents or Senior Vice Presidents and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, and Assistant Controllers) and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these Bylaws or as may be prescribed by the Board of Directors or such committee or by the Chairman of the Board or the Chief Executive Officer, as the case may be.

Section 4.2    Election and Term of Office. The elected officers of the Corporation shall be elected annually by the Board of Directors at the regular meeting of the Board of Directors held after the annual meeting of stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death, his or her resignation or his or her removal, whichever event shall first occur.

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Section 4.3    Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation and, subject to the Board of Directors, shall have general charge of the business and affairs of the Corporation and shall perform such other duties as may be assigned to the Chief Executive Officer by the Board of Directors. The Chief Executive Officer shall, in the absence of or because of the inability to act of the Chairman of the Board of Directors, perform all duties of the Chairman of the Board and preside at all meetings of stockholders and of the Board of Directors. The Chief Executive Officer may also serve as Chairman of the Board, if so elected by the Board of Directors.

Section 4.4    President. The President shall, in the absence of or because of the inability to act of the Chairman of the Board of Directors and the Chief Executive Officer, perform all duties of the Chairman of the Board and preside at all meetings of stockholders and of the Board of Directors. The President shall, in the absence of or because of the inability to act of the Chief Executive Officer, perform all duties of the Chief Executive Officer.

Section 4.5    Chief Operating Officer. Each Chief Operating Officer shall have such powers and perform such duties as may be assigned to such Chief Operating Officer by the Board of Directors or the Chief Executive Officer.

Section 4.6    Executive Vice President. Each Executive Vice President shall have such powers and perform such duties as may be assigned to such Executive Vice President by the Board of Directors or the Chief Executive Officer.

Section 4.7    Senior Vice President. Each Senior Vice President shall have such powers and perform such duties as may be assigned to such Senior Vice President by the Board of Directors or the Chief Executive Officer.

Section 4.8    Chief Financial Officer. The Chief Financial Officer shall:

(A)    be responsible for the accounts and other financial records of the Corporation consistent with directions of the Board of Directors or any committee of the Board of Directors assigned duties related thereto; be the custodian of the official corporate financial records;

(B)    prescribe the Corporation’s accounting practices and procedures in accordance with Generally Accepted Accounting Principles (GAAP) and the directions of the Board of Directors or any committee of the Board of Directors assigned duties related thereto;

(C)    prepare, analyze and interpret the Corporation’s financial results for use in the decision-making process; prepare and file external financial reports to satisfy stockholders, government regulatory bodies, financial institutions, and others;

(D)    verify or cause to be verified the accuracy of all financial statements and accounting reports issued by the Corporation;

(E)    oversee the investment of corporate funds; have primary contact with banks, investment bankers and investor groups to raise capital as directed by the Board of Directors or the Chief Executive Officer; and

(F)    perform such other duties as may be assigned to him or her by the Board of Directors or the Chief Executive Officer.

Section 4.9    Vice Presidents. Each Vice President shall have such powers and shall perform such duties as shall be assigned to him or her by the Board of Directors or the Chief Executive Officer.

Section 4.10    Treasurer. The Treasurer shall exercise general supervision over the receipt, custody and disbursement of corporate funds. The Treasurer shall cause the funds of the Corporation to be deposited in such banks as may be authorized by the Board of Directors, or in such banks as may be designated as depositaries in the manner provided by resolution of the Board of Directors. He or she shall have such further powers and duties and shall be subject to such directions as may be granted or imposed upon him or her from time to time by the Board of Directors or the Chief Executive Officer.

Section 4.11    Secretary. The Secretary shall keep or cause to be kept in one or more books provided for that purpose, the minutes of all meetings of the Board of Directors, the committees of the Board of Directors and the stockholders; he or she shall see that all notices are duly given in accordance with the provisions of these Bylaws

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and as required by law; he or she shall be custodian of the records and the Seal of the Corporation and affix and attest the Seal to all stock certificates of the Corporation (unless the Seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the Seal to all other documents to be executed on behalf of the Corporation under its Seal; and he or she shall see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, he or she shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors or the Chief Executive Officer.

Section 4.12    Removal. Any officer elected, or agent appointed, by the Board of Directors, the Chairman of the Board or the Chief Executive Officer may be removed from office at any time by the affirmative vote of a majority of the Whole Board whenever, in their judgment, the best interests of the Corporation would be served by such removal. Any officer or agent appointed by the Board of Directors, the Chairman of the Board or the Chief Executive Officer may be removed by the Chairman of the Board whenever, in his or her judgment, the best interests of the Corporation would be served thereby, except that the Chairman of the Board, the President, the Chief Financial Officer, and the Secretary may only be removed by the affirmative vote of a majority of the Whole Board. No elected officer shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of the election of his or her successor, his or her death, his or her resignation or his or her removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan.

Section 4.13    Vacancies. A newly created elected office and a vacancy in any elected office because of death, resignation, or removal may be filled by the Board of Directors for the unexpired portion of the term at any meeting of the Board of Directors. Any vacancy in an office appointed by the Chairman of the Board because of death, resignation, or removal may be filled by the Chairman of the Board or the Chief Executive Officer.

ARTICLE V
STOCK CERTIFICATES AND TRANSFERS

Section 5.1    Stock Certificates and Transfers.

(A)    The interest of each stockholder of the Corporation shall be evidenced by shares of stock which may be certificated or uncertificated, as provided under Delaware law, and shall be entered in the books of the Corporation and registered as they are issued. Any certificates representing shares of stock shall be in such form as the appropriate officers of the Corporation may from time to time prescribe.

(B)    Shares of the stock of the Corporation evidenced by certificate shall be transferred on the books of the Corporation upon surrender for cancellation of certificates for at least the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require. Shares of the stock of the Corporation which are uncertificated shall, upon the receipt of proper transfer instructions from the registered owner of uncertificated shares, be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the stockholder entitled thereto. It shall be the duty of the Corporation to issue a new certificate or evidence of the issuance of uncertificated shares to the stockholder entitled thereto, cancel the old certificate and record the transaction upon the Corporation’s books.

(C)    Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice that shall contain such information as required under Delaware law.

(D)    Any certificates of stock shall be signed, countersigned and registered in such manner as the Board of Directors may by resolution prescribe, which resolution may permit all or any of the signatures on such certificates to be in facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

Section 5.2    Lost, Stolen or Destroyed Certificates. With respect to any certificate for shares of stock in the Corporation alleged to have been lost, destroyed or stolen, upon production of evidence of loss, destruction or theft of a certificate for shares of stock in the Corporation, and upon delivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors or any financial officer may in its or his or her discretion require, the Corporation may issue (i) a new certificate or certificates of stock or (ii) uncertificated shares in place of any certificate or certificates previously issued by the Corporation.

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Section 5.3    Record Date of Stockholders. The Board of Directors may fix in advance a date, not exceeding 60 days preceding the date of any meeting of stockholders and as otherwise required by law, or the date for the payment of any dividend or other distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend or other distribution, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case, only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive any such dividend or other distribution, or to receive such allotment or rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid.

ARTICLE VI
MISCELLANEOUS PROVISIONS

Section 6.1    Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December of each year.

Section 6.2    Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and the Certificate of Incorporation.

Section 6.3    Seal. The Seal of the Corporation shall be circular in form, containing the words “CNX RESOURCES CORPORATION” and “DELAWARE” on the circumference, surrounding the words “SEAL” and the date “1991.” The Seal shall be in the custody of the Secretary.

Section 6.4    Waiver of Notice. Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the General Corporation Law of the State of Delaware or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or the Board of Directors or committee thereof need be specified in any waiver of notice of such meeting.

Section 6.5    Audits. The accounts, books and records of the Corporation shall be audited upon the conclusion of each fiscal year by an independent certified public accountant selected by the Audit Committee, and it shall be the duty of the Board of Directors to cause such audit to be done annually.

Section 6.6    Resignations. Any director or any officer, whether elected or appointed, may resign at any time by giving written notice of such resignation to the Chairman of the Board, the President, or the Secretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the Chairman of the Board, the President, or the Secretary, or at such later time as is specified therein. No formal action shall be required of the Board of Directors or the stockholders to make any such resignation effective.

Section 6.7    Indemnification and Insurance.

(A)    Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was, at any time during which this Bylaw is in effect (whether or not such person continues to serve in such capacity at the time any indemnification or payment of expenses pursuant hereto is sought or at the time any proceeding relating thereto exists or is brought), a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, trustee, employee or agent or in any other capacity while serving as a director, officer, trustee, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, trustee, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided

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in paragraph (C) of this Bylaw, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Bylaw shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, such advances to be paid by the Corporation within 20 days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such director or officer is not entitled to be indemnified under this Bylaw or otherwise. The rights conferred in this Bylaw shall be contract rights that vest at the time of such person’s service to or at the request of the Corporation and such rights shall continue as to an indemnitee who has ceased to be a director, officer, trustee, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

(B)    To obtain indemnification under this Bylaw, a claimant shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first sentence of this paragraph (B), a determination, if required by applicable law, with respect to the claimant’s entitlement thereto shall be made as follows: (1) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (2) if no request is made by the claimant for a determination by Independent Counsel, (i) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (ii) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant, or (iii) if a quorum of Disinterested Directors so directs, by the stockholders of the Corporation. In the event the determination of entitlement to indemnification is to be made by Independent Counsel at the request of the claimant, the Independent Counsel shall be selected by the Board of Directors unless there shall have occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification is claimed a “Change of Control” as defined in the Change of Control Severance Agreements of the Corporation, in which case the Independent Counsel shall be selected by the claimant unless the claimant shall request that such selection be made by the Board of Directors. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within 10 days after such determination.

(C)    If a claim under paragraph (A) of this Bylaw is not paid in full by the Corporation within 30 days after a written claim pursuant to paragraph (B) of this Bylaw has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, Independent Counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(D)    If a determination shall have been made pursuant to paragraph (B) of this Bylaw that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to paragraph (C) of this Bylaw.

(E)    The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to paragraph (C) of this Bylaw that the procedures and presumptions of this Bylaw are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all the provisions of this Bylaw.

(F)    The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Bylaw (i) shall not be exclusive of any other right which any person

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may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise and (ii) cannot be terminated by the Corporation, the Board of Directors or the stockholders of the Corporation with respect to a person’s service prior to the date of such termination. Any amendment, modification, alteration or repeal of this Bylaw that in any way diminishes, limits, restricts, adversely affects or eliminates any right of an indemnitee or his or her successors to indemnification, advancement of expenses or otherwise shall be prospective only and shall not in any way diminish, limit, restrict, adversely affect or eliminate any such right with respect to any actual or alleged state of facts, occurrence, action or omission then or previously existing, or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such actual or alleged state of facts, occurrence, action or omission.

(G)    The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. To the extent that the Corporation maintains any policy or policies providing such insurance, each such director or officer, and each such agent or employee to which rights to indemnification have been granted as provided in paragraph (H) of this Bylaw, shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for any such director, officer, employee or agent.

(H)    The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this Bylaw with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

(I)    If any provision or provisions of this Bylaw shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Bylaw (including, without limitation, each portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Bylaw (including, without limitation, each such portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

(J)    For purposes of this Bylaw:

(1)    “Disinterested Director” means a director of the Corporation who is not and was not a party to the matter in respect of which indemnification is sought by the claimant.

(2)    “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this Bylaw.

(K)    Any notice, request or other communication required or permitted to be given to the Corporation under this Bylaw shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

Section 6.8    Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (C) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware or the Certificate of Incorporation or these Bylaws (as any of them may be amended from time to time), or (D) any action asserting a claim governed by the internal affairs doctrine, shall be the Court of Chancery in the State of Delaware or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware. If any action the subject matter of which is within the scope of the preceding sentence is filed in a court other than a court located within the State of Delaware in accordance with the preceding sentence (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the preceding sentence and (ii) having service of process made upon such stockholder in any such action by

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service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 6.8.

ARTICLE VII
CONTRACTS, PROXIES, ETC.

Section 7.1    Contracts. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, any contracts or other instruments may be executed and delivered in the name and on the behalf of the Corporation by such officer or officers of the Corporation as the Board of Directors may from time to time direct. Such authority may be general or confined to specific instances as the Board may determine. The Chairman of the Board, the President or any Vice President (including any Executive Vice President or Senior Vice President) may execute bonds, contracts, deeds, leases and other instruments to be made or executed for or on behalf of the Corporation. Subject to any restrictions imposed by the Board of Directors or the Chairman of the Board, the President or any Vice President of the Corporation may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 7.2    Proxies. Unless otherwise provided by resolution adopted by the Board of Directors, the Chairman of the Board, the President or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation, any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper in the premises.

ARTICLE VIII
AMENDMENTS

Section 8.1    Amendments. These Bylaws may be altered, amended, or repealed at any meeting of the Board of Directors or of the stockholders, provided notice of the proposed change was given in the notice of the meeting and, in the case of a meeting of the Board of Directors, in a notice given not less than two days prior to the meeting.

24

25, July 2023

EX-10.2

Execution Version

AMENDMENT NO. 2

This AMENDMENT NO. 2, dated as of May 10, 2023 (this “Amendment”), amends the Third Amended and Restated Credit Agreement, dated as of October 6, 2021 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “CreditAgreement”), by and among CNX Resources Corporation (the “Borrower”), the guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”) and as collateral agent (the “Collateral Agent” and, together with the Administrative Agent, the “Agents”). Capitalized terms used but not defined herein shall have the meanings given them in the Credit Agreement as amended by this Amendment.

WITNESSETH

WHEREAS, pursuant to Section 2.9(b) the Administrative Agent has proposed the redetermined Borrowing Base to be $2,250,000,000 and is seeking the consent of the Required

Borrowing Base Lenders thereto;

WHEREAS, the Borrower desires to amend the Credit Agreement as set forth in Section 2 below;

WHEREAS, PNC Capital Markets LLC is acting as lead arranger and joint bookrunner for this Amendment.

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

1.Redetermination. From and after the Redetermination Effective Date (as defined below) to the date of the next redetermination of the Borrowing Base pursuant to Section 2.9 of the Credit Agreement, the Borrowing Base shall be $2,250,000,000.

2.Credit Agreement Amendments. Effective as of the Amendment No. 2 Effective

Date: (A) Section 2.12(a)(iv) of the Credit Agreement shall be amended by replacing the term “$100,000,000” with “25,000,000 (or such lesser amount as the Administrative Agent shall agree to)” and (B) Section 2.12(a)(ix) of the Credit Agreement shall be amended by adding a new sentence at the end of such Section which states: “A New Lender Joinder may, at the option of the Administrative Agent, evidence the simultaneous establishment of Revolving Credit Commitments of more than one New Lender and/or the simultaneous increase by an Increasing Lender of its Revolving Credit Commitments.”.

3.Conditions Precedent.

(a)Redetermination Effective Date. Section 1 of this Amendment shall be effective upon receipt by the Administrative Agent of consents to the redetermination of the Borrowing Base, in a form reasonably satisfactory to the Administrative Agent, from the Required Borrowing Base Lenders (the date of such effectiveness, the “Redetermination Effective Date”).

(b)Amendment No. 2 Effective Date. Section 2 of this Amendment shall be effective upon satisfaction of each of the following conditions (the date of such effectiveness, the “Amendment No. 2 Effective Date”):

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

(ii)Fees and Expenses. All fees and expenses payable on or before the

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

4.Full Force and Effect; Reaffirmation. All of the terms, conditions, representations, warranties and covenants contained in the Loan Documents shall continue in full force and effect, in each case, as expressly modified by this Amendment. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement (as amended by this Amendment) and the other Loan Documents. All references to the Credit Agreement in any

Loan Document, unless expressly provided otherwise, shall mean and be a reference to the Credit Agreement as amended by this Amendment. Each Loan Party, by its signature below, hereby affirms and confirms that, after giving effect to this Amendment, (i) its obligations under each of the Loan Documents to which it is a party and (ii) its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral to secure the

Obligations, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Obligations. The amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith is not intended to, and shall not, constitute a novation of the Credit Agreement or any of the other Loan Documents as in effect immediately prior to the Amendment No. 2 Effective Date. This Amendment shall constitute a Loan Document.

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

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

7.Entire Agreement. This Amendment sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, among the parties hereto relating to such subject matter. For the avoidance of doubt, there are no unwritten oral agreements among the parties hereto. No representation, promise, inducement or statement of intention has been made

by any party that is not embodied in this Amendment, and no party shall be bound by or liable for any alleged representation, promise, inducement or statement of intention not set forth herein.

8.Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. The provisions of Section 11.11.2 through 11.11.5 of the Credit Agreement shall apply to this Amendment mutatis mutandis. This Amendment shall not constitute a novation of any Loan Document.

[SIGNATURE PAGES FOLLOW]

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

CNX RESOURCES CORPORATION

By:

Name:    

Title:    

GUARANTORS:

CARDINAL STATES GATHERING COMPANY LLC

CNX GAS COMPANY LLC

CNX GAS HOLDINGS, INC.

CNX GAS LLC

CNX GATHERING LLC

CNX LAND LLC

CNX RESOURCE HOLDINGS LLC

CNX WATER ASSETS LLC

CSG HOLDINGS I LLC

CSG HOLDINGS II LLC

CSG HOLDINGS III LLC

POCAHONTAS GAS LLC

By:

Name:    

Title:

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

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

By:

Name:

Title:

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

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Nicholas J. DeIuliis, certify that:

1.I have reviewed this report on Form 10-Q of CNX Resources Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	July 27, 2023
/s/    Nicholas J. DeIuliis
Nicholas J. DeIuliis
Chief Executive Officer and President and Director (Duly Authorized Officer and Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Alan K. Shepard, certify that:

1.I have reviewed this report on Form 10-Q of CNX Resources Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information;

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	July 27, 2023
/s/ Alan K. Shepard
Alan K. Shepard
Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,

18 U.S.C. Section 1350

I, Nicholas J. DeIuliis, President and Chief Executive Officer (principal executive officer) of CNX Resources Corporation (the “Registrant”), certify that to my knowledge, based upon a review of the Quarterly Report on Form 10-Q for the period ended June 30, 2023, of the Registrant (the “Report”):

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:	July 27, 2023
/s/    Nicholas J. DeIuliis
Nicholas J. DeIuliis
Chief Executive Officer and President and Director (Duly Authorized Officer and Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,

18 U.S.C. Section 1350

I, Alan K. Shepard, Chief Financial Officer (principal financial officer) of CNX Resources Corporation (the “Registrant”), certify that to my knowledge, based upon a review of the Quarterly Report on Form 10-Q for the period ended June 30, 2023, of the Registrant (the “Report”):

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:	July 27, 2023
/s/ Alan K. Shepard
Alan K. Shepard
Chief Financial Officer
(Principal Financial and Accounting Officer)

XML

Cover Page - shares	6 Months Ended
	Jun. 30, 2023	Jul. 14, 2023
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-14901
Entity Registration Name	CNX Resources Corporation
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	51-0337383
Entity Address, Address Line One	CNX Center
Entity Address, Address Line Two	1000 Horizon Vue Drive
Entity Address, City or Town	Canonsburg
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15317-6506
City Area Code	724
Local Phone Number	485-4000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		161,464,938
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Current Fiscal Year End	--12-31
Entity Central Index Key	0001070412
Common Stock ($.01 par value)
Entity Information [Line Items]
Title of 12(b) Security	Common Stock ($.01 par value)
Trading Symbol	CNX
Security Exchange Name	NYSE
Preferred Share Purchase Rights
Entity Information [Line Items]
Title of 12(b) Security	Preferred Share Purchase Rights
Security Exchange Name	NYSE
No Trading Symbol Flag	true

XML

Consolidated Statements of Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue and Other Operating Income (Loss):
Gain (Loss) on Commodity Derivative Instruments	$ 542,472	$ (652,643)	$ 1,304,639	$ (2,379,036)
Other Revenue and Operating Income	30,812	23,103	52,170	45,933
Total Revenue and Other Operating Income (Loss)	839,700	420,418	2,115,676	(492,680)
Operating Expense
Lease Operating Expense	13,092	14,282	29,566	29,680
Production, Ad Valorem and Other Fees	5,419	9,958	15,060	19,885
Depreciation, Depletion and Amortization	103,682	116,180	208,904	234,803
Purchased Gas Costs	8,794	46,041	43,140	90,858
Selling, General, and Administrative Costs	30,017	30,454	66,593	62,014
Other Operating Expense	21,031	20,539	36,169	32,709
Total Operating Expense	271,634	330,523	592,231	652,993
Other Expense
Other Expense	2,510	5,179	3,679	4,441
Gain on Asset Sales and Abandonments, net	(105,986)	(6,240)	(115,468)	(19,634)
Loss on Debt Extinguishment	0	12,981	0	12,981
Interest Expense	34,820	31,051	70,556	58,121
Total Other (Income) Expense	(68,656)	42,971	(41,233)	55,909
Total Costs and Expenses	202,978	373,494	550,998	708,902
Income (Loss) Before Income Tax	636,722	46,924	1,564,678	(1,201,582)
Income Tax Expense (Benefit)	161,767	13,567	379,328	(311,997)
Net Income (Loss)	$ 474,955	$ 33,357	$ 1,185,350	$ (889,585)
Earnings (Loss) per Share
Basic (in usd per share)	$ 2.89	$ 0.17	$ 7.13	$ (4.52)
Diluted (in usd per share)	2.47	0.15	6.09	(4.52)
Dividends Declared (in usd per share)	$ 0	$ 0	$ 0	$ 0
Natural Gas, NGLs and Oil Revenue
Revenue and Other Operating Income (Loss):
Revenues	$ 257,061	$ 1,003,406	$ 712,700	$ 1,748,030
Purchased Gas Revenue
Revenue and Other Operating Income (Loss):
Revenues	9,355	46,552	46,167	92,393
Transportation, Gathering and Compression
Operating Expense
Cost of Goods Sold	87,872	88,357	185,968	176,644
Exploration and Production Related Other Costs
Operating Expense
Cost of Goods Sold	$ 1,727	$ 4,712	$ 6,831	$ 6,400

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net Income (Loss)	$ 474,955	$ 33,357	$ 1,185,350	$ (889,585)
Other Comprehensive Income:
Actuarially Determined Long-Term Liability Adjustments (Net of tax: $(27), $(48),$(54), $(96))	72	135	144	270
Comprehensive Income (Loss)	$ 475,027	$ 33,492	$ 1,185,494	$ (889,315)

XML

Consolidated Statements of Comprehensive Income (Parentheticals) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Adjustment for Actuarially Determined Liabilities
Other comprehensive income, tax expense	$ (27)	$ (48)	$ (54)	$ (96)

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current Assets:
Cash and Cash Equivalents	$ 22,765	$ 21,321
Accounts and Notes Receivable:
Trade, net	97,702	348,458
Other Receivables, net	11,370	6,184
Supplies Inventories	26,470	27,156
Derivative Instruments	227,012	154,474
Prepaid Expenses	14,504	16,211
Total Current Assets	399,823	573,804
Property, Plant and Equipment:
Property, Plant and Equipment	12,247,858	11,907,698
Less—Accumulated Depreciation, Depletion and Amortization	5,008,026	4,811,189
Total Property, Plant and Equipment—Net	7,239,832	7,096,509
Other Non-Current Assets:
Operating Lease Right-of-Use Assets	164,503	174,849
Derivative Instruments	305,887	244,931
Goodwill	323,314	323,314
Other Intangible Assets	73,714	76,990
Other	24,782	25,376
Total Other Non-Current Assets	892,200	845,460
TOTAL ASSETS	8,531,855	8,515,773
Current Liabilities:
Accounts Payable	164,177	191,343
Derivative Instruments	240,874	782,653
Current Portion of Finance Lease Obligations	1,379	881
Current Portion of Operating Lease Obligations	53,166	47,436
Other Accrued Liabilities	232,417	290,491
Total Current Liabilities	692,013	1,312,804
Non-Current Liabilities:
Long-Term Debt	2,154,093	2,205,735
Finance Lease Obligations	3,732	1,970
Operating Lease Obligations	114,998	132,105
Derivative Instruments	812,744	1,517,021
Deferred Income Taxes	609,133	232,280
Asset Retirement Obligations	87,987	89,079
Other	73,968	74,318
Total Non-Current Liabilities	3,856,655	4,252,508
TOTAL LIABILITIES	4,548,668	5,565,312
Stockholders’ Equity:
Common Stock, $.01 Par Value; 500,000,000 Shares Authorized, 162,071,479 Issued and Outstanding at June 30, 2023; 170,841,164 Issued and Outstanding at December 31, 2022	1,625	1,712
Capital in Excess of Par Value	2,440,895	2,506,269
Preferred Stock, 15,000,000 shares authorized, None issued and outstanding	0	0
Retained Earnings	1,547,036	448,993
Accumulated Other Comprehensive Loss	(6,369)	(6,513)
TOTAL STOCKHOLDERS' EQUITY	3,983,187	2,950,461
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 8,531,855	$ 8,515,773

XML

Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in usd per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, issued (in shares)	162,071,479	170,841,164
Common stock, outstanding (in shares)	162,071,479	170,841,164
Preferred stock, authorized (in shares)	15,000,000	15,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0

XML

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Capital in Excess of Par Value	Capital in Excess of Par Value Cumulative Effect, Period of Adoption, Adjustment	Retained Earnings (Accumulated Deficit)	Retained Earnings (Accumulated Deficit) Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Loss
Beginning balance at Dec. 31, 2021	$ 3,700,273	$ (59,337)	$ 2,039	$ 2,834,863	$ (78,284)	$ 877,894	$ 18,947	$ (14,523)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)	(889,585)					(889,585)
Issuance of Common Stock	983		2	981
Purchase and Retirement of Common Stock	(220,968)		(129)	(103,167)		(117,672)
Shares Withheld for Taxes	(5,665)					(5,665)
Amortization of Stock-Based Compensation Awards	11,053		6	11,047
Other Comprehensive Income	270							270
Ending balance at Jun. 30, 2022	2,537,024		1,918	2,665,440		(116,081)		(14,253)
Beginning balance at Mar. 31, 2022	2,569,512		1,955	2,691,950		(110,005)		(14,388)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)	33,357					33,357
Issuance of Common Stock	375		1	374
Purchase and Retirement of Common Stock	(69,994)		(38)	(30,606)		(39,350)
Shares Withheld for Taxes	(83)					(83)
Amortization of Stock-Based Compensation Awards	3,722			3,722
Other Comprehensive Income	135							135
Ending balance at Jun. 30, 2022	2,537,024		1,918	2,665,440		(116,081)		(14,253)
Beginning balance at Dec. 31, 2022	2,950,461		1,712	2,506,269		448,993		(6,513)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)	1,185,350					1,185,350
Issuance of Common Stock	738		1	737
Purchase and Retirement of Common Stock	(157,302)		(97)	(79,282)		(77,923)
Shares Withheld for Taxes	(9,384)					(9,384)
Amortization of Stock-Based Compensation Awards	13,180		9	13,171
Other Comprehensive Income	144							144
Ending balance at Jun. 30, 2023	3,983,187		1,625	2,440,895		1,547,036		(6,369)
Beginning balance at Mar. 31, 2023	3,567,296		1,663	2,468,079		1,103,995		(6,441)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)	474,955					474,955
Issuance of Common Stock	129			129
Purchase and Retirement of Common Stock	(63,767)		(38)	(31,855)		(31,874)
Shares Withheld for Taxes	(40)					(40)
Amortization of Stock-Based Compensation Awards	4,542			4,542
Other Comprehensive Income	72							72
Ending balance at Jun. 30, 2023	$ 3,983,187		$ 1,625	$ 2,440,895		$ 1,547,036		$ (6,369)

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net Income (Loss)	$ 1,185,350	$ (889,585)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization	208,904	234,803
Amortization of Deferred Financing Costs	4,614	4,115
Stock-Based Compensation	13,180	11,053
Gain on Asset Sales and Abandonments, net	(115,468)	(19,634)
Loss on Debt Extinguishment	0	12,981
(Gain) Loss on Commodity Derivative Instruments	(1,304,639)	2,379,036
Loss (Gain) on Other Derivative Instruments	1,137	(7,353)
Net Cash Paid in Settlement of Commodity Derivative Instruments	(76,048)	(800,971)
Deferred Income Taxes	376,799	(319,814)
Other	(1,448)	2,323
Changes in Operating Assets:
Accounts and Notes Receivable	245,783	(118,619)
Recoverable Income Taxes	0	72
Supplies Inventories	685	(8,343)
Prepaid Expenses	1,707	3,407
Changes in Other Assets	345	1,843
Changes in Operating Liabilities:
Accounts Payable	(36,224)	28,508
Accrued Interest	18,490	(1,466)
Other Operating Liabilities	(75,450)	16,820
Changes in Other Liabilities	(251)	(814)
Net Cash Provided by Operating Activities	447,466	528,362
Cash Flows from Investing Activities:
Capital Expenditures	(366,013)	(258,984)
Proceeds from Asset Sales	142,809	26,530
Net Cash Used in Investing Activities	(223,204)	(232,454)
Cash Flows from Financing Activities:
Payments on Long-Term Notes	0	(26,969)
Payments on Other Debt	(710)	(311)
Proceeds from Issuance of Common Stock	738	983
Shares Withheld for Taxes	(9,384)	(5,665)
Purchases of Common Stock	(158,906)	(211,967)
Debt Issuance and Financing Fees	(356)	(256)
Net Cash Used in Financing Activities	(222,818)	(299,235)
Net Increase (Decrease) in Cash, Cash Equivalents	1,444	(3,327)
Cash and Cash Equivalents at Beginning of Period	21,321	3,565
Cash and Cash Equivalents at End of Period	22,765	238
CNXM Revolving Credit Facility
Cash Flows from Financing Activities:
Net Proceeds from CNX Revolving Credit Facility	133,300	177,400
Net Payments on Revolving Credit Facility	(187,500)	(174,100)
CNX Revolving Credit Facility
Cash Flows from Financing Activities:
Net Proceeds from CNX Revolving Credit Facility	907,300	1,492,725
Net Payments on Revolving Credit Facility	$ (907,300)	$ (1,551,075)

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Basis of Presentation

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

BASIS OF PRESENTATION:

The accompanying Unaudited Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") 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 six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for future periods.

The Consolidated Balance Sheet at December 31, 2022 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, 2022 included in CNX Resources Corporation's ("CNX," "CNX Resources," the "Company," "we," "us," or "our") Annual Report on Form 10-K as filed with the Securities and Exchange Commission (SEC) on February 9, 2023.

Certain amounts in prior periods have been reclassified to conform to the current period presentation.

Cash & Cash Equivalents

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term securities with original maturities of three months or less.

Receivables

As of June 30, 2023 and December 31, 2022, Accounts Receivable - Trade were $97,702 and $348,458, respectively, and Other Receivables were $11,370 and $6,184, 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 credit losses related to the collectability of third-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 collectability on an on-going basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

The following represents activity related to the allowance for credit losses for the six months ended:

	June 30,
	2023		2022
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	$	2,937	$	3,322
Provision for Expected Credit Losses	(96)		(376)
Write-off of Uncollectible Accounts	(93)		(178)
Allowance for Credit Losses - Other Receivables, End of Period	$	2,748	$	2,768

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Earnings Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Earnings Per Share

EARNINGS PER SHARE:Basic earnings per share is computed by dividing net income or net loss by the weighted average shares outstanding during the reporting period. Diluted earnings per share is 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, restricted stock

units, performance share units and shares issuable upon conversion of CNX's outstanding 2.25% convertible senior notes due May 2026 (the "Convertible Notes") (See Note 10 – Long-Term Debt). The number of additional shares is calculated by assuming that outstanding stock 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,
	2023	2022	2023	2022
Anti-Dilutive Options	21,232	6,796	16,070	2,303,516
Anti-Dilutive Restricted Stock Units	113,149	57,050	513,294	2,524,803
Anti-Dilutive Performance Share Units	—	—	—	2,119,458
	134,381	63,846	529,364	6,947,777

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. Accounting Standards Update (ASU) 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06") amended the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method (See Note 10 – 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. In periods where CNX recognizes net income, 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.

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,
	2023	2022	2023	2022
Options	17,636	53,180	73,629	136,604
Restricted Stock Units	19,698	43,241	896,785	959,162
Performance Share Units	8,897	—	576,421	72,353
	46,231	96,421	1,546,835	1,168,119

The computations for basic and diluted loss per share are as follows:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Net Income (Loss)	$	474,955	$	33,357	$	1,185,350	$	(889,585)
Basic Earnings (Loss) Available to Shareholders	$	474,955	$	33,357	$	1,185,350	$	(889,585)
Effect of Dilutive Securities:
Add Back Interest on Convertible Notes (Net of Tax)	$	1,409	$	1,376	$	2,818	$	—
Diluted Earnings (Loss) Available to Shareholders	$	476,364	$	34,733	$	1,188,168	$	(889,585)
Weighted-Average Shares of Common Stock Outstanding	164,139,583		194,021,639		166,283,932		196,921,836
Effect of Diluted Shares:*
Options	1,046,210		1,349,984		1,041,479		—
Restricted Stock Units	1,073,001		1,603,876		1,028,799		—
Performance Share Units	980,923		1,681,326		981,350		—
Convertible Notes	25,751,869		25,751,869		25,751,869		—
Weighted-Average Diluted Shares of Common Stock Outstanding	192,991,586		224,408,694		195,087,429		196,921,836
Earning (Loss) per Share:
Basic	$	2.89	$	0.17	$	7.13	$	(4.52)
Diluted	$	2.47	$	0.15	$	6.09	$	(4.52)

*During 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 CNX's Convertible Notes are antidilutive.

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Revenue From Contracts With Customers

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue From Contracts With Customers

REVENUE FROM CONTRACTS WITH CUSTOMERS:

Revenues are recognized when control of the promised 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 measurement of transaction price.

For natural gas, NGL and oil, and purchased gas revenue, the Company 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 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 Company has not identified a standalone selling price because the terms of the variable payments relate specifically to the Company’s efforts to satisfy the performance obligations. A portion of 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. 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 natural gas, NGL and oil as presented on the accompanying Consolidated Statements of Income represent the Company’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 Company is acting as an agent and thus reports the revenue on a net basis.

Included in Other Revenue and Operating Income in the Consolidated Statements of 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.

Disaggregation of Revenue

The following table is a disaggregation of revenue by major source:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Revenue from Contracts with Customers:
Natural Gas Revenue	$	223,222	$	934,127	$	627,032	$	1,609,401
NGL Revenue	30,763		63,774		76,819		128,569
Oil/Condensate Revenue	3,076		5,505		8,849		10,060
Total Natural Gas, NGL and Oil Revenue	257,061		1,003,406		712,700		1,748,030
Purchased Gas Revenue	9,355		46,552		46,167		92,393
Other Sources of Revenue and Other Operating Income (Loss):
Gain (Loss) on Commodity Derivative Instruments	542,472		(652,643)		1,304,639		(2,379,036)
Other Revenue and Operating Income	30,812		23,103		52,170		45,933
Total Revenue and Other Operating Income (Loss)	$	839,700	$	420,418	$	2,115,676	$	(492,680)

The disaggregated revenue information corresponds with the Company’s segment reporting found in Note 14 – 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 Accounting Standards Codification (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 of a series.

A significant portion of CNX's natural gas, NGL and oil and purchased gas revenue is short-term in nature 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 the 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 $31,332 as of June 30, 2023. The Company expects to recognize net revenue of $20,133 in the next 12 months and $9,013 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 the product. CNX records the differences between the estimate and the actual amounts received in the month that payment is received from the purchaser. The Company has existing internal controls for its revenue estimation process and the related accruals, and any 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, 2023 and 2022, revenue recognized in the current reporting period related to performance obligations satisfied in a prior reporting period was not material.

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Acquisitions and Dispositions

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions And Dispositions

ACQUISITIONS AND DISPOSITIONS:

On June 29, 2023, CNX closed on the sale of various non-operated producing oil and gas assets primarily located in the Appalachian Basin to a third party. The net cash proceeds of $119,918 are included in Proceeds from Asset Sales in the Consolidated Statements of Cash Flows and the net gain on the transaction of $102,420 is included in Gain on Asset Sales and Abandonments, net in the Consolidated Statements of Income.

Additionally, Gain on Asset Sales and Abandonments, net in the Consolidated Statements of Income for the three and six months ended June 30, 2023 and 2022 and Proceeds from Asset Sales in the Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 include the sale of various non-core assets (rights-of-way, surface acreage and other non-care oil and gas interests), none of which were individually material.

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Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES:

The effective tax rates for the three and six months ended June 30, 2023 were 25.4% and 24.2%, respectively. The effective tax rates for the three and six months ended June 30, 2022 were 28.9% and 26.0%, respectively. The effective tax rate for the three and six months ended June 30, 2023 differs from the U.S. federal statutory rate of 21.0% primarily due to the impact of equity compensation, federal tax credits and state taxes primarily due to state taxes and West Virginia tax law change. The effective tax rate for the three and six months ended June 30, 2022 differs from the U.S. federal statutory rate of 21.0% primarily due to the impact of certain permanent differences related to the repurchase of the Convertible Notes (See Note 10 – Long-Term Debt for more information), equity compensation and state taxes.

The total amount of uncertain tax positions at June 30, 2023 and December 31, 2022 was $89,341 and $82,245, respectively. If these uncertain tax positions were recognized, approximately $89,341 and $82,245 would affect CNX's effective tax rate at June 30, 2023 and December 31, 2022, respectively. In 2023, CNX recognized an increase in uncertain tax positions of $7,096 for tax benefits resulting from tax positions anticipated to be taken on our 2023 federal tax return for additional federal tax credits.

CNX recognizes accrued interest and penalties related to uncertain tax positions in interest expense and income tax expense, respectively. As of June 30, 2023 and December 31, 2022, CNX had no accrued liabilities for interest and penalties related to uncertain tax positions.

CNX and its subsidiaries file federal income tax returns with the United States and tax returns within various 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 2019.

West Virginia enacted legislation in March 2023 for public companies which allows for a deduction for the deferred tax adjustment as of January 1, 2022 resulting from the change in state apportionment methodology from three factor to single sales factor and elimination of the throw-out rule if the change results in an aggregate increase in net deferred tax liabilities, decrease in net deferred tax assets, or change from a net deferred tax asset to a net deferred tax liability. The deduction is available over a ten-year period beginning with the first tax year on or after January 1, 2033. The Company has recorded a discrete income tax benefit of approximately $15,983 in the Consolidated Statements of Income to reflect the recent legislative change resulting in a decrease to deferred tax liabilities in the Consolidated Balance Sheets.

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Property, Plant and Equipment

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

PROPERTY, PLANT AND EQUIPMENT:

	June 30, 2023		December 31, 2022
Intangible Drilling Cost	$	5,749,646	$	5,554,021
Gas Gathering Equipment	2,576,681		2,542,587
Gas Wells and Related Equipment	1,440,999		1,342,719
Proved Gas Properties	1,368,079		1,345,114
Unproved Gas Properties	720,697		734,890
Surface Land and Other Equipment	191,123		193,153
Other	200,633		195,214
Total Property, Plant and Equipment	12,247,858		11,907,698
Less: Accumulated Depreciation, Depletion and Amortization	5,008,026		4,811,189
Total Property, Plant and Equipment - Net	$	7,239,832	$	7,096,509

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Goodwill and Other Intangible Assets

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

GOODWILL AND OTHER INTANGIBLE ASSETS:

Goodwill:

All goodwill is attributed to the Midstream reporting unit within the Shale segment. Goodwill is evaluated for impairment at least annually and whenever events or changes in circumstance indicate that the fair value of a reporting unit is less than its carrying amount.

The accumulated impairment loss on goodwill is $473,045, resulting in a carrying value of $323,314 at both June 30, 2023 and December 31, 2022.

Other Intangible Assets:

The carrying amount and accumulated amortization of other intangible assets consist of the following:

	June 30, 2023		December 31, 2022
Other Intangible Assets:
Gross Amortizable Asset - Customer Relationships	$	109,752	$	109,752
Less: Accumulated Amortization - Customer Relationships	36,038		32,762
Total Other Intangible Assets, net	$	73,714	$	76,990

The customer relationship intangible asset is being amortized on a straight-line basis over approximately 17 years. Amortization expense related to other intangible assets for the three and six months ended June 30, 2023 was $1,638 and $3,276, respectively. Amortization expense related to other intangible assets for the three and six months ended June 30, 2022 was $1,638 and $3,277, respectively. The estimated annual amortization expense is expected to approximate $6,552 per year for each of the next five years.

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Revolving Credit Facilities

6 Months Ended

Jun. 30, 2023

Short-Term Debt, Other Disclosure [Abstract]

Revolving Credit Facilities

REVOLVING CREDIT FACILITIES:

CNX:

On May 10, 2023 and May 5, 2022, CNX amended its Third Amended and Restated Credit Agreement dated October 6, 2021, which provides for a senior secured revolving credit facility (as amended, the "CNX Credit Agreement"). In 2022, revisions were made to replace LIBOR as a benchmark interest rate with SOFR, or the secured overnight financing rate. In 2023, the elected commitments of the CNX Credit Agreement were increased from $1,300,000 to $1,350,000. Following the amendments, CNX remains the borrower and certain of its subsidiaries (not including CNX Midstream Partners LP (CNXM), its subsidiaries or general partner) as guarantor loan parties on the CNX Credit Agreement. The CNX Credit Agreement replaced the prior CNX revolving credit facility and remains subject to semi-annual redetermination. The CNX Credit Agreement has a $2,250,000 borrowing base and $1,350,000 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 availability under the CNX Credit Agreement minus the aggregate principal amount of any and all such outstanding

Convertible 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 Springing 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.

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 one-month 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 required number of lenders in good faith by calculating a loan value of the Company’s proved reserves.

The CNX Credit Agreement also requires that CNX maintain a maximum net leverage ratio of no greater than 3.50 to 1.00, which is calculated as the ratio of debt less cash on hand to consolidated EBITDA, measured quarterly. CNX must also maintain a minimum current ratio of no less than 1.00 to 1.00, which is calculated as the ratio of current assets, plus revolver availability, to current liabilities, excluding derivative asset/liability position, and convertible note liability until one year prior to maturity, and borrowings under the revolver, measured quarterly. The calculation of all of the ratios excludes CNX Gathering and CNXM and its subsidiaries. CNX was in compliance with all financial covenants as of June 30, 2023.

At June 30, 2023, the CNX Credit Agreement had no borrowings outstanding and $94,535 of letters of credit outstanding, leaving $1,255,465 of unused capacity. At December 31, 2022, the CNX Credit Agreement had no borrowings outstanding and $171,272 of letters of credit outstanding, leaving $1,128,728 of unused capacity.

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. CNXM remains the borrower and certain of its subsidiaries remain as guarantor loan parties on the CNXM 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 one-month 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, 2023.

At June 30, 2023, the CNXM Credit Agreement had $99,500 of borrowings outstanding, with a weighted average interest rate of 7.27% and no letters of credit outstanding, leaving $500,500 of unused capacity. At December 31, 2022, the CNXM Credit Agreement had $153,700 of borrowings outstanding, with a weighted average interest rate of 6.45%, and $30 of letters of credit outstanding, leaving $446,270 of unused capacity.

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Other Accrued Liabilities

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Other Accrued Liabilities

OTHER ACCRUED LIABILITIES:

	June 30, 2023		December 31, 2022
Royalties	$	88,568	$	144,482
Accrued Interest	55,234		36,744
Transportation Charges	21,123		12,808
Deferred Revenue	20,856		22,095
Accrued Other Taxes	8,916		14,067
Accrued Payroll & Benefits	6,874		6,318
Short-Term Incentive Compensation	6,404		18,956
Purchased Gas Payable	1,057		5,266
Other	11,734		18,142
Current Portion of Long-Term Liabilities:
Asset Retirement Obligations	9,735		9,735
Salary Retirement	1,916		1,878
Total Other Accrued Liabilities	$	232,417	$	290,491

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Long-Term Debt

6 Months Ended

Jun. 30, 2023

Long-Term Debt, Other Disclosure [Abstract]

Long-Term Debt

LONG-TERM DEBT:

	June 30, 2023		December 31, 2022
Senior Notes due January 2029 at 6.00%, Issued at Par Value	$	500,000	$	500,000
Senior Notes due January 2031 at 7.375% (Principal of $500,000 less Unamortized Discount of $5,685 and $6,061, respectively)	494,315		493,939
CNX Midstream Partners LP Senior Notes due April 2030 at 4.75% (Principal of $400,000 less Unamortized Discount of $3,942 and $4,231, respectively)*	396,058		395,769
Senior Notes due March 2027 at 7.25% (Principal of $350,000 plus Unamortized Premium of $1,997 and $2,266, respectively)	351,997		352,266
Convertible Senior Notes due May 2026 at 2.25% (Principal of $330,654 less Unamortized Discount and Issuance Costs of $5,530 and $6,460, respectively)	325,124		324,194
CNX Midstream Partners LP Revolving Credit Facility*	99,500		153,700
Less: Unamortized Debt Issuance Costs	12,901		14,133
Long-Term Debt	$	2,154,093	$	2,205,735

*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 due May 2026 ("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 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 in the indenture, 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;

•if 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’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. At June 30, 2023, the conditions allowing holders of the Convertible Notes to exercise their conversion right were not met and as of June 30, 2023, the Convertible Notes were not convertible. The Convertible Notes are therefore classified as long-term debt at June 30, 2023.

On January 1, 2022, the Company adopted ASU 2020-06 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 Notes, 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 diluted earnings per share.

Prior to the adoption of ASU 2020-06, 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 determined by deducting the fair value of the liability component from the principal value of the Convertible Notes and was recorded in Capital in Excess of Par Value in the Consolidated Statement of Stockholders Equity and was 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 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, 2023		December 31, 2022
Liability Component:
Principal	$	330,654	$	330,654
Unamortized Issuance Costs	(5,530)		(6,460)
Net Carrying Amount	$	325,124	$	324,194
Fair Value	$	489,103	$	483,581
Fair Value Hierarchy	Level 2		Level 2

Interest expense related to the Convertible Notes is as follows:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Contractual Interest Expense	$	1,860	$	1,918	$	3,720	$	3,857
Amortization of Issuance Costs	467		483		930		954
Total Interest Expense	$	2,327	$	2,401	$	4,650	$	4,811

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 months ended June 30, 2022, CNX purchased $14,346 of its outstanding Convertible Notes. As part of this transaction a loss of $12,981 was included in Loss on Debt Extinguishment in the Consolidated Statements of Income during the three and six months ended June 30, 2022. No purchases were made during the three and six months ended June 30, 2023.

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Commitments and Contingent Liabilities

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingent Liabilities

COMMITMENTS AND CONTINGENT LIABILITIES:

CNX and its subsidiaries are subject to various lawsuits and claims with respect to such matters as personal injury, royalty accounting, damage to property, 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. CNX accrues the estimated loss for these lawsuits and claims when the loss is probable and can be estimated. The Company's current estimated accruals related to these pending claims, individually and in the aggregate, are immaterial to the financial position, results of operations or cash flows of CNX. It is possible that the aggregate loss in the future with respect to these lawsuits and claims could ultimately be material to the financial position, results of operations or cash flows of CNX; however, such amounts cannot be reasonably estimated.

The 1992 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 Inc. 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 Sold Subsidiaries were last signatory operators and that CNX and CONSOL are related persons to the 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 1992 Plan seeks, among other relief, a declaration that CNX and CONSOL 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 all coal-related liabilities, including this lawsuit. With respect to this matter, although a loss is possible, it is not probable, and accordingly no accrual has been recognized.

On July 22, 2021, CNX received a letter from the UMWA 1974 Pension Plan requesting information related to the facts and circumstances surrounding the 2013 sale of certain of its coal subsidiaries to Murray Energy. The letter indicates that litigation related to potential withdrawal liabilities from the plan created by the 2019 bankruptcy of Murray Energy is reasonably foreseeable. At this time, no liability has been assessed. 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 all coal-related liabilities including any potential withdrawal liabilities.

At June 30, 2023, CNX has provided the following financial guarantees, unconditional purchase obligations, and letters of credit to certain third-parties as described by major category in the following 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 unconditional purchase obligations and letters of credit are recorded as liabilities in the financial statements. CNX management believes that the commitments in the following table will expire without being funded, and therefore will not have a material adverse effect on CNX's financial condition.

	Amount of Commitment Expiration Per Period
	Total Amounts Committed		Less Than 1 Year		1-3 Years		3-5 Years		Beyond 5 Years
Letters of Credit:
Firm Transportation	$	91,448	$	91,448	$	—	$	—	$	—
Other	3,087		3,087		—		—		—
Total Letters of Credit	94,535		94,535		—		—		—
Surety Bonds:
Employee-Related	2,250		2,250		—		—		—
Environmental	11,509		11,451		58		—		—
Firm Transportation	76,336		76,336		—		—		—
Financial Guarantees	81,270		81,270		—		—		—
Other	8,603		7,119		1,484		—		—
Total Surety Bonds	179,968		178,426		1,542		—		—
Total Commitments	$	274,503	$	272,961	$	1,542	$	—	$	—

Excluded from the above table are commitments and guarantees entered into in conjunction with the spin-off of the Company's coal business in November 2017. Although CONSOL has agreed 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 to indemnify CNX in the event that CNX is so called upon (See "Item 1A. Risk Factors" in CNX's 2022 Annual Report on Form 10-K as filed with the SEC on February 9, 2023 ("2022 Form 10-K") for additional information).

CNX enters into long-term unconditional purchase obligations to procure major equipment purchases, natural gas firm transportation, gas drilling services and other operating goods and services. These purchase obligations are not recorded in the Consolidated Balance Sheets. As of June 30, 2023, the purchase obligations for each of the next five years and beyond are as follows:

Obligations Due	Amount
Less than 1 year	$	247,372
1 - 3 years	432,561
3 - 5 years	356,584
More than 5 years	652,823
Total Purchase Obligations	$	1,689,340

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Derivative Instruments

6 Months Ended

Jun. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

DERIVATIVE INSTRUMENTS:

CNX 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 an interest rate swap agreement, inclusive of a put option at zero basis points, 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 four year period.

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.

CNX enters into financial derivative instruments (over-the-counter swaps) to manage its exposure to natural gas and NGL price fluctuations. 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 natural gas swaps for the period April through October of 2022. Under these purchased financial swaps, CNX pays a fixed price to, and receives a floating price from, its hedge counterparties. Purchased swaps have the effect of reducing total hedged volumes for the period of the swap. Commodity hedges are accounted for on a mark-to-market basis with changes in fair value recorded in current period earnings.

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

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

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

The total notional amounts of CNX's derivative instruments were as follows:

	June 30,		December 31,		Forecasted to
	2023		2022		Settle Through
Natural Gas Commodity Swaps (Bcf)	1,538.3		1,607.9		2027
Natural Gas Basis Swaps (Bcf)	929.0		1,023.7		2027
Propane Commodity Swaps (Mbbls)	246.6		—		2024
Interest Rate Swaps	$	410,000	$	410,000	2024

The gross fair value of CNX's derivative instruments was as follows:

	June 30,		December 31,
	2023		2022
Current Assets:
Commodity Derivative Instruments:
Commodity Swaps	$	84,922	$	21,759
Propane Swaps	3,035		—
Basis Only Swaps	124,990		118,115
Interest Rate Swaps	14,065		14,600
Total Current Assets	$	227,012	$	154,474
Other Non-Current Assets:
Commodity Derivative Instruments:
Commodity Swaps	$	157,010	$	42,786
Basis Only Swaps	148,877		197,280
Interest Rate Swaps	—		4,865
Total Other Non-Current Assets	$	305,887	$	244,931
Current Liabilities:
Commodity Derivative Instruments:
Commodity Swaps	$	208,440	$	732,717
Basis Only Swaps	21,793		38,559
Interest Rate Swaps	10,641		11,377
Total Current Liabilities	$	240,874	$	782,653
Non-Current Liabilities:
Commodity Derivative Instruments:
Commodity Swaps	$	771,888	$	1,466,124
Basis Only Swaps	40,856		47,370
Interest Rate Swaps	—		3,527
Total Non-Current Liabilities	$	812,744	$	1,517,021

The effect of commodity derivative instruments on the Company's Consolidated Statements of Income was as follows:

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Realized Gain (Loss) on Commodity Derivative Instruments:
Natural Gas Commodity Swaps	$	83,395	$	(558,374)	$	33,469	$	(830,193)
Natural Gas Basis Swaps	(4,455)		27,983		(15,561)		28,961
Propane Swaps	619		—		619		—
Total Realized Gain (Loss) on Commodity Derivative Instruments	79,559		(530,391)		18,527		(801,232)
Unrealized Gain (Loss) on Commodity Derivative Instruments:
Natural Gas Commodity Swaps	326,127		(197,309)		1,306,963		(1,851,422)
Natural Gas Basis Swaps	134,671		75,057		(23,564)		273,618
Propane Swaps	2,115		—		2,713		—
Total Unrealized Gain (Loss) on Commodity Derivative Instruments	462,913		(122,252)		1,286,112		(1,577,804)
Gain (Loss) on Commodity Derivative Instruments:
Natural Gas Commodity Swaps	409,522		(755,683)		1,340,432		(2,681,615)
Natural Gas Basis Swaps	130,216		103,040		(39,125)		302,579
Propane Swaps	2,734		—		3,332		—
Total Gain (Loss) on Commodity Derivative Instruments	$	542,472	$	(652,643)	$	1,304,639	$	(2,379,036)

The effect of interest rate swaps on Interest Expense in the Company's Consolidated Statements of Income was as follows:

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Cash Received (Paid) in Settlement of Interest Rate Swaps	$	1,016	$	(763)	$	1,816	$	(1,700)
Unrealized (Loss) Gain on Interest Rate Swaps	(176)		2,131		(1,137)		7,353
Gain on Interest Rate Swaps	$	840	$	1,368	$	679	$	5,653

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.

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Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

FAIR VALUE OF FINANCIAL INSTRUMENTS:

CNX determines the fair value of assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. The fair value hierarchy is based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources (including NYMEX forward curves, LIBOR 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 1 - Quoted prices for identical instruments in active markets.

Level 2 - The fair value of the assets and liabilities included in Level 2 are based on standard industry income approach

models that use significant observable inputs, including NYMEX forward curves, LIBOR and SOFR-based discount rates and basis forward curves.

Level 3 - Unobservable inputs significant to the fair value measurement supported by little or no market activity.

In those cases when the inputs used to measure fair value meet the definition of more than one level of the fair value hierarchy, the lowest level input that is significant to the fair value measurement in its totality determines the applicable level in the fair value hierarchy.

The financial instrument measured at fair value on a recurring basis is summarized below:

	Fair Value Measurements at June 30, 2023							Fair Value Measurements at December 31, 2022
Description	Level 1		Level 2			Level 3		Level 1		Level 2			Level 3
Gas Derivatives	$	—	$	(524,143)	*	$	—	$	—	$	(1,904,830)	**	$	—
Interest Rate Swaps	$	—	$	3,424		$	—	$	—	$	4,561		$	—

*Includes $16,913 of gas derivatives that have been settled but not received.

**Includes $77,662 of gas derivatives that have been settled but not paid.

The carrying amounts and fair values of financial instruments for which the fair value option was not elected are as follows:

	June 30, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and Cash Equivalents	$	22,765	$	22,765	$	21,321	$	21,321
Long-Term Debt (Excluding Debt Issuance Costs)	$	2,166,994	$	2,215,368	$	2,219,868	$	2,240,919

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

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Segment Information

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Segment Information

SEGMENT INFORMATION:

The Company reports segment information based on the "management" approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’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 and the Company has two reportable segments that conducts those operations: Shale and Coalbed Methane. The Other Segment 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, new technologies, as well as various other expenses that are managed outside the reportable segments as discussed above. Operating profit for each segment is based on sales less identifiable operating and non-operating expenses.

Industry segment results for the three months ended June 30, 2023 are:

	Shale		Coalbed Methane		Other		Consolidated
Natural Gas, NGLs and Oil Revenue	$	234,192	$	22,634	$	235	$	257,061	(A)
Purchased Gas Revenue	—		—		9,355		9,355
Gain on Commodity Derivative Instruments	73,522		6,002		462,948		542,472
Other Revenue and Operating Income	17,027		—		13,785		30,812		(B)
Total Revenue and Other Operating Income	$	324,741	$	28,636	$	486,323	$	839,700
Total Operating Expense	$	171,501	$	34,020	$	66,113	$	271,634
Earnings (Loss) Before Income Tax	$	153,240	$	(5,384)	$	488,866	$	636,722
Segment Assets	$	6,589,145	$	949,438	$	993,272	$	8,531,855	(C)
Depreciation, Depletion and Amortization	$	86,816	$	12,586	$	4,280	$	103,682
Capital Expenditures	$	186,285	$	7,630	$	2,070	$	195,985

(A)    Included in Natural Gas, NGLs and Oil Revenue are sales of $36,511 to Citadel Energy Marketing LLC, and $31,648 to Direct Energy Business Marketing LLC, each of which comprises over 10% of revenue from contracts with external customers for the period.

(B)    Includes midstream revenue of $17,027 and equity in earnings of unconsolidated affiliates of $1,334 for Shale and Other, respectively. Other also includes sales of environmental attributes of $7,986.

(C)    Other includes investments in unconsolidated equity affiliates of $13,162.

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

 

	Shale		Coalbed Methane		Other		Consolidated
Natural Gas, NGLs and Oil Revenue	$	923,269	$	79,583	$	554	$	1,003,406	(D)
Purchased Gas Revenue	—		—		46,552		46,552
Loss on Commodity Derivative Instruments	(489,026)		(41,222)		(122,395)		(652,643)
Other Revenue and Operating Income	17,990		—		5,113		23,103		(E)
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	(F)
Depreciation, Depletion and Amortization	$	95,910	$	13,037	$	7,233	$	116,180
Capital Expenditures	$	131,279	$	3,526	$	1,863	$	136,668

(D)    Included in Natural Gas, NGLs and Oil Revenue are sales of $117,460 to Direct Energy Business Marketing LLC, which comprises over 10% of revenue from contracts with external customers for the period.

(E)    Includes midstream revenue of $17,990 and equity in earnings of unconsolidated affiliates of $1,377 for Shale and Other, respectively.

(F)    Other includes investments in unconsolidated equity affiliates of $14,978.

Industry segment results for the six months ended June 30, 2023 are:

	Shale		Coalbed Methane		Other		Consolidated
Natural Gas, NGLs and Oil Revenue	$	641,390	$	70,670	$	640	$	712,700	(G)
Purchased Gas Revenue	—		—		46,167		46,167
Gain on Commodity Derivative Instruments	17,186		1,331		1,286,122		1,304,639
Other Revenue and Operating Income	33,780		—		18,390		52,170		(H)
Total Revenue and Other Operating Income	$	692,356	$	72,001	$	1,351,319	$	2,115,676
Total Operating Expense	$	359,618	$	70,440	$	162,173	$	592,231
Earnings Before Income Tax	$	332,738	$	1,561	$	1,230,379	$	1,564,678
Segment Assets	$	6,589,145	$	949,438	$	993,272	$	8,531,855	(I)
Depreciation, Depletion and Amortization	$	174,927	$	25,032	$	8,945	$	208,904
Capital Expenditures	$	345,634	$	17,089	$	3,290	$	366,013

(G)    Included in Natural Gas, NGLs and Oil Revenue are sales of $86,749 to Direct Energy Business Marketing LLC, and $81,429 to Citadel Energy Marketing LLC, each of which comprises over 10% of revenue from contracts with external customers for the period.

(H)    Includes midstream revenue of $33,780 and equity in earnings of unconsolidated affiliates of $1,448 for Shale and Other, respectively. Other also includes sales of environmental attributes of $7,986.

(I)    Other includes investments in unconsolidated equity affiliates of $13,162.

Industry segment results for the six months ended June 30, 2022 are:

 

	Shale		Coalbed Methane		Other		Consolidated
Natural Gas, NGLs and Oil Revenue	$	1,604,080	$	142,955	$	995	$	1,748,030	(J)
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 Income	35,647		—		10,286		45,933		(K)
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	(L)
Depreciation, Depletion and Amortization	$	197,354	$	26,276	$	11,173	$	234,803
Capital Expenditures	$	250,079	$	5,921	$	2,984	$	258,984

(J)    Included in 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.

(K)    Includes midstream revenue of $35,647 and equity in earnings of unconsolidated affiliates of $2,177 for Shale and Other, respectively.

(L)    Other includes investments in unconsolidated equity affiliates of $14,978.

Reconciliation of Segment Information to Consolidated Amounts:

Revenue and Other Operating Income (Loss)

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Total Segment Revenue from Contracts with External Customers	$	283,443	$	1,067,948	$	792,647	$	1,876,070
Gain (Loss) on Commodity Derivative Instruments	542,472		(652,643)		1,304,639		(2,379,036)
Other Operating Income	13,785		5,113		18,390		10,286
Total Consolidated Revenue and Other Operating Income (Loss)	$	839,700	$	420,418	$	2,115,676	$	(492,680)

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Stock Repurchase

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Stock Repurchase

STOCK REPURCHASE:

On January 26, 2021, the Company’s Board of Directors approved an increase in the aggregate amount of the previous $750,000 stock repurchase program plan to $900,000, and on October 25, 2021, the Board of Directors approved an additional increase in the aggregate amount of the stock repurchase program plan to $1,900,000. As of June 30, 2023 the amount available under the stock repurchase program is $291,002, and is 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 Company'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 program at any time. The Board of Directors will continue to evaluate the size of the stock repurchase program based on CNX's free cash flow position, leverage ratio, and capital plans.

During the six months ended June 30, 2023, 9,747,408 shares were repurchased and retired at an average price of $15.98 per share for a total cost of $157,302, which includes the one-percent excise tax under the Inflation Reduction Act of 2022. 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.

On July 25, 2023, the Company’s Board of Directors approved a $1,000,000 increase to its existing stock repurchase program. As of July 25, 2023, this approval increased the dollar amount of common stock currently available to be repurchased under the Company’s existing stock repurchase program to approximately $1,268,209, which is not subject to a termination date or expiration date.

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Supplemental Cash Flow Information

6 Months Ended

Jun. 30, 2023

Supplemental Cash Flow Information [Abstract]

Supplemental Cash Flow Information

SUPPLEMENTAL CASH FLOW INFORMATION:

The following are non-cash transactions that impact the investing and financing activities of CNX.

As of June 30, 2023 and December 31, 2022, CNX purchased goods and services related to capital projects in the amount of $38,792 and $56,052, respectively, which are included in accounts payable.

The following table shows cash paid:

	For the Six Months Ended June 30,
	2023		2022
Interest (Net of Amounts Capitalized)	$	46,053	$	62,751
Income Taxes	$	6,050	$	—

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Recent Accounting Pronouncements	6 Months Ended
	Jun. 30, 2023
Accounting Changes and Error Corrections [Abstract]
Recent Accounting Pronouncements	RECENT ACCOUNTING PRONOUNCEMENTS:CNX has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe any of these pronouncements will have a material impact on the Company.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ 474,955	$ 33,357	$ 1,185,350	$ (889,585)

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Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Basis of Presentation (Policies)

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

The accompanying Unaudited Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") 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 six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for future periods.

The Consolidated Balance Sheet at December 31, 2022 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, 2022 included in CNX Resources Corporation's ("CNX," "CNX Resources," the "Company," "we," "us," or "our") Annual Report on Form 10-K as filed with the Securities and Exchange Commission (SEC) on February 9, 2023.

Reclassification

Certain amounts in prior periods have been reclassified to conform to the current period presentation.

Cash and Cash Equivalents

Cash & Cash Equivalents

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term securities with original maturities of three months or less.

Receivables

Receivables

As of June 30, 2023 and December 31, 2022, Accounts Receivable - Trade were $97,702 and $348,458, respectively, and Other Receivables were $11,370 and $6,184, 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 credit losses related to the collectability of third-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 collectability on an on-going basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Recent Accounting Pronouncements

CNX has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe any of these pronouncements will have a material impact on the Company.

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Basis of Presentation (Tables)

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Allowance for Credit Loss

The following represents activity related to the allowance for credit losses for the six months ended:

	June 30,
	2023		2022
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	$	2,937	$	3,322
Provision for Expected Credit Losses	(96)		(376)
Write-off of Uncollectible Accounts	(93)		(178)
Allowance for Credit Losses - Other Receivables, End of Period	$	2,748	$	2,768

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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,
	2023	2022	2023	2022
Anti-Dilutive Options	21,232	6,796	16,070	2,303,516
Anti-Dilutive Restricted Stock Units	113,149	57,050	513,294	2,524,803
Anti-Dilutive Performance Share Units	—	—	—	2,119,458
	134,381	63,846	529,364	6,947,777

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity

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,
	2023	2022	2023	2022
Options	17,636	53,180	73,629	136,604
Restricted Stock Units	19,698	43,241	896,785	959,162
Performance Share Units	8,897	—	576,421	72,353
	46,231	96,421	1,546,835	1,168,119

Schedule of Earnings Per Share, Basic and Diluted

The computations for basic and diluted loss per share are as follows:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Net Income (Loss)	$	474,955	$	33,357	$	1,185,350	$	(889,585)
Basic Earnings (Loss) Available to Shareholders	$	474,955	$	33,357	$	1,185,350	$	(889,585)
Effect of Dilutive Securities:
Add Back Interest on Convertible Notes (Net of Tax)	$	1,409	$	1,376	$	2,818	$	—
Diluted Earnings (Loss) Available to Shareholders	$	476,364	$	34,733	$	1,188,168	$	(889,585)
Weighted-Average Shares of Common Stock Outstanding	164,139,583		194,021,639		166,283,932		196,921,836
Effect of Diluted Shares:*
Options	1,046,210		1,349,984		1,041,479		—
Restricted Stock Units	1,073,001		1,603,876		1,028,799		—
Performance Share Units	980,923		1,681,326		981,350		—
Convertible Notes	25,751,869		25,751,869		25,751,869		—
Weighted-Average Diluted Shares of Common Stock Outstanding	192,991,586		224,408,694		195,087,429		196,921,836
Earning (Loss) per Share:
Basic	$	2.89	$	0.17	$	7.13	$	(4.52)
Diluted	$	2.47	$	0.15	$	6.09	$	(4.52)

*During 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 CNX's Convertible Notes are antidilutive.

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Revenue From Contracts With Customers (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table is a disaggregation of revenue by major source:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Revenue from Contracts with Customers:
Natural Gas Revenue	$	223,222	$	934,127	$	627,032	$	1,609,401
NGL Revenue	30,763		63,774		76,819		128,569
Oil/Condensate Revenue	3,076		5,505		8,849		10,060
Total Natural Gas, NGL and Oil Revenue	257,061		1,003,406		712,700		1,748,030
Purchased Gas Revenue	9,355		46,552		46,167		92,393
Other Sources of Revenue and Other Operating Income (Loss):
Gain (Loss) on Commodity Derivative Instruments	542,472		(652,643)		1,304,639		(2,379,036)
Other Revenue and Operating Income	30,812		23,103		52,170		45,933
Total Revenue and Other Operating Income (Loss)	$	839,700	$	420,418	$	2,115,676	$	(492,680)

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Property, Plant and Equipment (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

	June 30, 2023		December 31, 2022
Intangible Drilling Cost	$	5,749,646	$	5,554,021
Gas Gathering Equipment	2,576,681		2,542,587
Gas Wells and Related Equipment	1,440,999		1,342,719
Proved Gas Properties	1,368,079		1,345,114
Unproved Gas Properties	720,697		734,890
Surface Land and Other Equipment	191,123		193,153
Other	200,633		195,214
Total Property, Plant and Equipment	12,247,858		11,907,698
Less: Accumulated Depreciation, Depletion and Amortization	5,008,026		4,811,189
Total Property, Plant and Equipment - Net	$	7,239,832	$	7,096,509

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Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

The carrying amount and accumulated amortization of other intangible assets consist of the following:

	June 30, 2023		December 31, 2022
Other Intangible Assets:
Gross Amortizable Asset - Customer Relationships	$	109,752	$	109,752
Less: Accumulated Amortization - Customer Relationships	36,038		32,762
Total Other Intangible Assets, net	$	73,714	$	76,990

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Other Accrued Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Schedule of Other Accrued Liabilities

	June 30, 2023		December 31, 2022
Royalties	$	88,568	$	144,482
Accrued Interest	55,234		36,744
Transportation Charges	21,123		12,808
Deferred Revenue	20,856		22,095
Accrued Other Taxes	8,916		14,067
Accrued Payroll & Benefits	6,874		6,318
Short-Term Incentive Compensation	6,404		18,956
Purchased Gas Payable	1,057		5,266
Other	11,734		18,142
Current Portion of Long-Term Liabilities:
Asset Retirement Obligations	9,735		9,735
Salary Retirement	1,916		1,878
Total Other Accrued Liabilities	$	232,417	$	290,491

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2023

Long-Term Debt, Other Disclosure [Abstract]

Schedule of Long-Term Debt

	June 30, 2023		December 31, 2022
Senior Notes due January 2029 at 6.00%, Issued at Par Value	$	500,000	$	500,000
Senior Notes due January 2031 at 7.375% (Principal of $500,000 less Unamortized Discount of $5,685 and $6,061, respectively)	494,315		493,939
CNX Midstream Partners LP Senior Notes due April 2030 at 4.75% (Principal of $400,000 less Unamortized Discount of $3,942 and $4,231, respectively)*	396,058		395,769
Senior Notes due March 2027 at 7.25% (Principal of $350,000 plus Unamortized Premium of $1,997 and $2,266, respectively)	351,997		352,266
Convertible Senior Notes due May 2026 at 2.25% (Principal of $330,654 less Unamortized Discount and Issuance Costs of $5,530 and $6,460, respectively)	325,124		324,194
CNX Midstream Partners LP Revolving Credit Facility*	99,500		153,700
Less: Unamortized Debt Issuance Costs	12,901		14,133
Long-Term Debt	$	2,154,093	$	2,205,735

*CNX is not a guarantor of CNXM's 4.75% Senior Notes due April 2030 or CNXM's Credit Facility.

Convertible Debt

The net carrying amount of the liability and equity components of the Convertible Notes was as follows:

	June 30, 2023		December 31, 2022
Liability Component:
Principal	$	330,654	$	330,654
Unamortized Issuance Costs	(5,530)		(6,460)
Net Carrying Amount	$	325,124	$	324,194
Fair Value	$	489,103	$	483,581
Fair Value Hierarchy	Level 2		Level 2

Interest expense related to the Convertible Notes is as follows:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Contractual Interest Expense	$	1,860	$	1,918	$	3,720	$	3,857
Amortization of Issuance Costs	467		483		930		954
Total Interest Expense	$	2,327	$	2,401	$	4,650	$	4,811

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Commitments and Contingent Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Long-term Purchase Commitment

At June 30, 2023, CNX has provided the following financial guarantees, unconditional purchase obligations, and letters of credit to certain third-parties as described by major category in the following 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 unconditional purchase obligations and letters of credit are recorded as liabilities in the financial statements. CNX management believes that the commitments in the following table will expire without being funded, and therefore will not have a material adverse effect on CNX's financial condition.

	Amount of Commitment Expiration Per Period
	Total Amounts Committed		Less Than 1 Year		1-3 Years		3-5 Years		Beyond 5 Years
Letters of Credit:
Firm Transportation	$	91,448	$	91,448	$	—	$	—	$	—
Other	3,087		3,087		—		—		—
Total Letters of Credit	94,535		94,535		—		—		—
Surety Bonds:
Employee-Related	2,250		2,250		—		—		—
Environmental	11,509		11,451		58		—		—
Firm Transportation	76,336		76,336		—		—		—
Financial Guarantees	81,270		81,270		—		—		—
Other	8,603		7,119		1,484		—		—
Total Surety Bonds	179,968		178,426		1,542		—		—
Total Commitments	$	274,503	$	272,961	$	1,542	$	—	$	—

Unrecorded Unconditional Purchase Obligations Disclosure

As of June 30, 2023, the purchase obligations for each of the next five years and beyond are as follows:

Obligations Due	Amount
Less than 1 year	$	247,372
1 - 3 years	432,561
3 - 5 years	356,584
More than 5 years	652,823
Total Purchase Obligations	$	1,689,340

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Derivative Instruments (Tables)

6 Months Ended

Jun. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Notional Amounts of Derivative Instruments

The total notional amounts of CNX's derivative instruments were as follows:

	June 30,		December 31,		Forecasted to
	2023		2022		Settle Through
Natural Gas Commodity Swaps (Bcf)	1,538.3		1,607.9		2027
Natural Gas Basis Swaps (Bcf)	929.0		1,023.7		2027
Propane Commodity Swaps (Mbbls)	246.6		—		2024
Interest Rate Swaps	$	410,000	$	410,000	2024

Schedule of Derivative Assets at Fair Value

The gross fair value of CNX's derivative instruments was as follows:

	June 30,		December 31,
	2023		2022
Current Assets:
Commodity Derivative Instruments:
Commodity Swaps	$	84,922	$	21,759
Propane Swaps	3,035		—
Basis Only Swaps	124,990		118,115
Interest Rate Swaps	14,065		14,600
Total Current Assets	$	227,012	$	154,474
Other Non-Current Assets:
Commodity Derivative Instruments:
Commodity Swaps	$	157,010	$	42,786
Basis Only Swaps	148,877		197,280
Interest Rate Swaps	—		4,865
Total Other Non-Current Assets	$	305,887	$	244,931
Current Liabilities:
Commodity Derivative Instruments:
Commodity Swaps	$	208,440	$	732,717
Basis Only Swaps	21,793		38,559
Interest Rate Swaps	10,641		11,377
Total Current Liabilities	$	240,874	$	782,653
Non-Current Liabilities:
Commodity Derivative Instruments:
Commodity Swaps	$	771,888	$	1,466,124
Basis Only Swaps	40,856		47,370
Interest Rate Swaps	—		3,527
Total Non-Current Liabilities	$	812,744	$	1,517,021

Schedule of Derivative Liabilities at Fair Value

The gross fair value of CNX's derivative instruments was as follows:

	June 30,		December 31,
	2023		2022
Current Assets:
Commodity Derivative Instruments:
Commodity Swaps	$	84,922	$	21,759
Propane Swaps	3,035		—
Basis Only Swaps	124,990		118,115
Interest Rate Swaps	14,065		14,600
Total Current Assets	$	227,012	$	154,474
Other Non-Current Assets:
Commodity Derivative Instruments:
Commodity Swaps	$	157,010	$	42,786
Basis Only Swaps	148,877		197,280
Interest Rate Swaps	—		4,865
Total Other Non-Current Assets	$	305,887	$	244,931
Current Liabilities:
Commodity Derivative Instruments:
Commodity Swaps	$	208,440	$	732,717
Basis Only Swaps	21,793		38,559
Interest Rate Swaps	10,641		11,377
Total Current Liabilities	$	240,874	$	782,653
Non-Current Liabilities:
Commodity Derivative Instruments:
Commodity Swaps	$	771,888	$	1,466,124
Basis Only Swaps	40,856		47,370
Interest Rate Swaps	—		3,527
Total Non-Current Liabilities	$	812,744	$	1,517,021

Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position

The effect of commodity derivative instruments on the Company's Consolidated Statements of Income was as follows:

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Realized Gain (Loss) on Commodity Derivative Instruments:
Natural Gas Commodity Swaps	$	83,395	$	(558,374)	$	33,469	$	(830,193)
Natural Gas Basis Swaps	(4,455)		27,983		(15,561)		28,961
Propane Swaps	619		—		619		—
Total Realized Gain (Loss) on Commodity Derivative Instruments	79,559		(530,391)		18,527		(801,232)
Unrealized Gain (Loss) on Commodity Derivative Instruments:
Natural Gas Commodity Swaps	326,127		(197,309)		1,306,963		(1,851,422)
Natural Gas Basis Swaps	134,671		75,057		(23,564)		273,618
Propane Swaps	2,115		—		2,713		—
Total Unrealized Gain (Loss) on Commodity Derivative Instruments	462,913		(122,252)		1,286,112		(1,577,804)
Gain (Loss) on Commodity Derivative Instruments:
Natural Gas Commodity Swaps	409,522		(755,683)		1,340,432		(2,681,615)
Natural Gas Basis Swaps	130,216		103,040		(39,125)		302,579
Propane Swaps	2,734		—		3,332		—
Total Gain (Loss) on Commodity Derivative Instruments	$	542,472	$	(652,643)	$	1,304,639	$	(2,379,036)

The effect of interest rate swaps on Interest Expense in the Company's Consolidated Statements of Income was as follows:

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Cash Received (Paid) in Settlement of Interest Rate Swaps	$	1,016	$	(763)	$	1,816	$	(1,700)
Unrealized (Loss) Gain on Interest Rate Swaps	(176)		2,131		(1,137)		7,353
Gain on Interest Rate Swaps	$	840	$	1,368	$	679	$	5,653

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Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value, Assets Measured on Recurring Basis

The financial instrument measured at fair value on a recurring basis is summarized below:

	Fair Value Measurements at June 30, 2023							Fair Value Measurements at December 31, 2022
Description	Level 1		Level 2			Level 3		Level 1		Level 2			Level 3
Gas Derivatives	$	—	$	(524,143)	*	$	—	$	—	$	(1,904,830)	**	$	—
Interest Rate Swaps	$	—	$	3,424		$	—	$	—	$	4,561		$	—

*Includes $16,913 of gas derivatives that have been settled but not received.

**Includes $77,662 of gas derivatives that have been settled but not paid.

Fair Value, Assets and Liabilities Measured on Nonrecurring Basis

The carrying amounts and fair values of financial instruments for which the fair value option was not elected are as follows:

	June 30, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and Cash Equivalents	$	22,765	$	22,765	$	21,321	$	21,321
Long-Term Debt (Excluding Debt Issuance Costs)	$	2,166,994	$	2,215,368	$	2,219,868	$	2,240,919

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

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Industry Segment Results

Industry segment results for the three months ended June 30, 2023 are:

	Shale		Coalbed Methane		Other		Consolidated
Natural Gas, NGLs and Oil Revenue	$	234,192	$	22,634	$	235	$	257,061	(A)
Purchased Gas Revenue	—		—		9,355		9,355
Gain on Commodity Derivative Instruments	73,522		6,002		462,948		542,472
Other Revenue and Operating Income	17,027		—		13,785		30,812		(B)
Total Revenue and Other Operating Income	$	324,741	$	28,636	$	486,323	$	839,700
Total Operating Expense	$	171,501	$	34,020	$	66,113	$	271,634
Earnings (Loss) Before Income Tax	$	153,240	$	(5,384)	$	488,866	$	636,722
Segment Assets	$	6,589,145	$	949,438	$	993,272	$	8,531,855	(C)
Depreciation, Depletion and Amortization	$	86,816	$	12,586	$	4,280	$	103,682
Capital Expenditures	$	186,285	$	7,630	$	2,070	$	195,985

(A)    Included in Natural Gas, NGLs and Oil Revenue are sales of $36,511 to Citadel Energy Marketing LLC, and $31,648 to Direct Energy Business Marketing LLC, each of which comprises over 10% of revenue from contracts with external customers for the period.

(B)    Includes midstream revenue of $17,027 and equity in earnings of unconsolidated affiliates of $1,334 for Shale and Other, respectively. Other also includes sales of environmental attributes of $7,986.

(C)    Other includes investments in unconsolidated equity affiliates of $13,162.

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

 

	Shale		Coalbed Methane		Other		Consolidated
Natural Gas, NGLs and Oil Revenue	$	923,269	$	79,583	$	554	$	1,003,406	(D)
Purchased Gas Revenue	—		—		46,552		46,552
Loss on Commodity Derivative Instruments	(489,026)		(41,222)		(122,395)		(652,643)
Other Revenue and Operating Income	17,990		—		5,113		23,103		(E)
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	(F)
Depreciation, Depletion and Amortization	$	95,910	$	13,037	$	7,233	$	116,180
Capital Expenditures	$	131,279	$	3,526	$	1,863	$	136,668

(D)    Included in Natural Gas, NGLs and Oil Revenue are sales of $117,460 to Direct Energy Business Marketing LLC, which comprises over 10% of revenue from contracts with external customers for the period.

(E)    Includes midstream revenue of $17,990 and equity in earnings of unconsolidated affiliates of $1,377 for Shale and Other, respectively.

(F)    Other includes investments in unconsolidated equity affiliates of $14,978.

Industry segment results for the six months ended June 30, 2023 are:

	Shale		Coalbed Methane		Other		Consolidated
Natural Gas, NGLs and Oil Revenue	$	641,390	$	70,670	$	640	$	712,700	(G)
Purchased Gas Revenue	—		—		46,167		46,167
Gain on Commodity Derivative Instruments	17,186		1,331		1,286,122		1,304,639
Other Revenue and Operating Income	33,780		—		18,390		52,170		(H)
Total Revenue and Other Operating Income	$	692,356	$	72,001	$	1,351,319	$	2,115,676
Total Operating Expense	$	359,618	$	70,440	$	162,173	$	592,231
Earnings Before Income Tax	$	332,738	$	1,561	$	1,230,379	$	1,564,678
Segment Assets	$	6,589,145	$	949,438	$	993,272	$	8,531,855	(I)
Depreciation, Depletion and Amortization	$	174,927	$	25,032	$	8,945	$	208,904
Capital Expenditures	$	345,634	$	17,089	$	3,290	$	366,013

(G)    Included in Natural Gas, NGLs and Oil Revenue are sales of $86,749 to Direct Energy Business Marketing LLC, and $81,429 to Citadel Energy Marketing LLC, each of which comprises over 10% of revenue from contracts with external customers for the period.

(H)    Includes midstream revenue of $33,780 and equity in earnings of unconsolidated affiliates of $1,448 for Shale and Other, respectively. Other also includes sales of environmental attributes of $7,986.

(I)    Other includes investments in unconsolidated equity affiliates of $13,162.

Industry segment results for the six months ended June 30, 2022 are:

 

	Shale		Coalbed Methane		Other		Consolidated
Natural Gas, NGLs and Oil Revenue	$	1,604,080	$	142,955	$	995	$	1,748,030	(J)
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 Income	35,647		—		10,286		45,933		(K)
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	(L)
Depreciation, Depletion and Amortization	$	197,354	$	26,276	$	11,173	$	234,803
Capital Expenditures	$	250,079	$	5,921	$	2,984	$	258,984

(J)    Included in 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.

(K)    Includes midstream revenue of $35,647 and equity in earnings of unconsolidated affiliates of $2,177 for Shale and Other, respectively.

(L)    Other includes investments in unconsolidated equity affiliates of $14,978.

Reconciliation of Revenue and Other Operating (Loss) Income from Segments to Consolidated

Revenue and Other Operating Income (Loss)

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Total Segment Revenue from Contracts with External Customers	$	283,443	$	1,067,948	$	792,647	$	1,876,070
Gain (Loss) on Commodity Derivative Instruments	542,472		(652,643)		1,304,639		(2,379,036)
Other Operating Income	13,785		5,113		18,390		10,286
Total Consolidated Revenue and Other Operating Income (Loss)	$	839,700	$	420,418	$	2,115,676	$	(492,680)

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Supplemental Cash Flow Information (Tables)

6 Months Ended

Jun. 30, 2023

Supplemental Cash Flow Information [Abstract]

Schedule of Cash Flow, Supplemental Disclosures

The following table shows cash paid:

	For the Six Months Ended June 30,
	2023		2022
Interest (Net of Amounts Capitalized)	$	46,053	$	62,751
Income Taxes	$	6,050	$	—

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Basis of Presentation - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Receivables related to contracts with customers	$ 97,702	$ 348,458
Other receivables	$ 11,370	$ 6,184

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Basis of Presentation - Schedule of Allowance for Credit Losses (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Trade Receivables
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance for credit losses, beginning of year	$ 84	$ 84
Provision for Expected Credit Losses	0	0
Allowance for credit losses, end of year	84	84
Other Receivables
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance for credit losses, beginning of year	2,937	3,322
Provision for Expected Credit Losses	(96)	(376)
Write-off of Uncollectible Accounts	(93)	(178)
Allowance for credit losses, end of year	$ 2,748	$ 2,768

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Earnings Per Share - Narrative (Details) - Convertible Senior Notes due 2026 - $ / shares	Jun. 30, 2023	Jan. 01, 2022	Apr. 30, 2020
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Stated rate, debt instrument	2.25%	2.25%
Convertible Notes
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Stated rate, debt instrument			2.25%
Conversion price (in usd per share)	$ 12.84

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Earnings Per Share - Anti-Dilutive Options and Units Excluded from Earnings Per Share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of diluted earnings per share (in shares)	134,381	63,846	529,364	6,947,777
Anti-Dilutive Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of diluted earnings per share (in shares)	21,232	6,796	16,070	2,303,516
Anti-Dilutive Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of diluted earnings per share (in shares)	113,149	57,050	513,294	2,524,803
Anti-Dilutive Performance Share Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of diluted earnings per share (in shares)	0	0	0	2,119,458

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Earnings Per Share - Share-based Compensation (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total exercised or released (in shares)	46,231	96,421	1,546,835	1,168,119
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options exercised (in shares)	17,636	53,180	73,629	136,604
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-options exercised (in shares)	19,698	43,241	896,785	959,162
Performance Share Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-options exercised (in shares)	8,897	0	576,421	72,353

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Earnings Per Share - Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net Income (Loss)	$ 474,955	$ 33,357	$ 1,185,350	$ (889,585)
Basic Earnings (Loss) Available to Shareholders	474,955	33,357	1,185,350	(889,585)
Add Back Interest on Convertible Notes (Net of Tax)	1,409	1,376	2,818
Diluted Earnings (Loss) Available to Shareholders	$ 476,364	$ 34,733	$ 1,188,168	$ (889,585)
Denominator:
Weighted-Average Shares of Common Stock Outstanding (in shares)	164,139,583	194,021,639	166,283,932	196,921,836
Weighted-Average Diluted Shares of Common Stock Outstanding (in shares)	192,991,586	224,408,694	195,087,429	196,921,836
Earnings (Loss) per Share
Basic (in usd per share)	$ 2.89	$ 0.17	$ 7.13	$ (4.52)
Diluted (in usd per share)	$ 2.47	$ 0.15	$ 6.09	$ (4.52)
Convertible Notes
Denominator:
Effect of Diluted Shares (in shares)	25,751,869	25,751,869	25,751,869	0
Anti-Dilutive Options
Denominator:
Effect of Diluted Shares (in shares)	1,046,210	1,349,984	1,041,479	0
Anti-Dilutive Restricted Stock Units
Denominator:
Effect of Diluted Shares (in shares)	1,073,001	1,603,876	1,028,799	0
Anti-Dilutive Performance Share Units
Denominator:
Effect of Diluted Shares (in shares)	980,923	1,681,326	981,350	0

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Revenue From Contracts With Customers - Narrative (Details)	6 Months Ended
	Jun. 30, 2023 USD ($)
Disaggregation of Revenue [Line Items]
Payment terms for contract with customers	25 days
Contract asset	$ 0
Remaining performance obligations	31,332,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Disaggregation of Revenue [Line Items]
Remaining performance obligations	$ 20,133,000
Remaining performance obligations, expected timing of satisfaction	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Disaggregation of Revenue [Line Items]
Remaining performance obligations	$ 9,013,000
Remaining performance obligations, expected timing of satisfaction	1 year

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Revenue From Contracts With Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Gain (Loss) on Commodity Derivative Instruments	$ 542,472	$ (652,643)	$ 1,304,639	$ (2,379,036)
Other Revenue and Operating Income	30,812	23,103	52,170	45,933
Total Revenue and Other Operating Income (Loss)	839,700	420,418	2,115,676	(492,680)
Natural Gas Revenue
Disaggregation of Revenue [Line Items]
Revenue from Contracts with Customers:	223,222	934,127	627,032	1,609,401
NGL Revenue
Disaggregation of Revenue [Line Items]
Revenue from Contracts with Customers:	30,763	63,774	76,819	128,569
Oil/Condensate Revenue
Disaggregation of Revenue [Line Items]
Revenue from Contracts with Customers:	3,076	5,505	8,849	10,060
Total Natural Gas, NGL and Oil Revenue
Disaggregation of Revenue [Line Items]
Revenue from Contracts with Customers:	257,061	1,003,406	712,700	1,748,030
Purchased Gas Revenue
Disaggregation of Revenue [Line Items]
Revenue from Contracts with Customers:	$ 9,355	$ 46,552	$ 46,167	$ 92,393

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Acquisitions and Dispositions (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Jun. 29, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Business Acquisition [Line Items]
Net cash proceeds				$ 142,809	$ 26,530
Net gain (loss) on sale		$ 105,986	$ 6,240	$ 115,468	$ 19,634
Non-Operated Producing Oil and Gas Assets
Business Acquisition [Line Items]
Net cash proceeds	$ 119,918
Net gain (loss) on sale	$ 102,420

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Income Taxes (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Effective tax rate, percentage	25.40%	28.90%	24.20%	26.00%
Total amount of uncertain tax positions	$ 89,341,000		$ 89,341,000		$ 82,245,000
Unrecognized tax benefits that would impact effective tax rate	89,341,000		89,341,000		82,245,000
Increase resulting in additional tax credits claimed			7,096,000
Accrued interest liability	$ 0		0		$ 0
Income tax benefit			$ 15,983,000,000

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Property, Plant and Equipment - Components (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Intangible Drilling Cost	$ 5,749,646	$ 5,554,021
Gas Gathering Equipment	2,576,681	2,542,587
Gas Wells and Related Equipment	1,440,999	1,342,719
Proved Gas Properties	1,368,079	1,345,114
Unproved Gas Properties	720,697	734,890
Surface Land and Other Equipment	191,123	193,153
Other	200,633	195,214
Total Property, Plant and Equipment	12,247,858	11,907,698
Less: Accumulated Depreciation, Depletion and Amortization	5,008,026	4,811,189
Total Property, Plant and Equipment—Net	$ 7,239,832	$ 7,096,509

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Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Accumulated impairment losses on goodwill	$ 473,045		$ 473,045		$ 473,045
Goodwill	$ 323,314		$ 323,314		$ 323,314
Useful life, customer relationship intangible assets	17 years		17 years
Amortization expense	$ 1,638	$ 1,638	$ 3,276	$ 3,277
Estimated annual amortization expense, Year 1	6,552		6,552
Estimated annual amortization expense, Year 2	6,552		6,552
Estimated annual amortization expense, Year 3	6,552		6,552
Estimated annual amortization expense, Year 4	6,552		6,552
Estimated annual amortization expense, Year 5	$ 6,552		$ 6,552

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Goodwill and Other Intangible Assets - Carrying Amount and Accumulated Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Gross Amortizable Asset - Customer Relationships	$ 109,752	$ 109,752
Less: Accumulated Amortization - Customer Relationships	36,038	32,762
Total Other Intangible Assets, net	$ 73,714	$ 76,990

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Revolving Credit Facilities (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)	May 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	May 05, 2022 USD ($)	Oct. 06, 2021 USD ($)
Federal Funds Open Rate
Short-term Debt [Line Items]
Basis spread on variable rate	0.50%
Federal Funds Open Rate | Midstream
Short-term Debt [Line Items]
Basis spread on variable rate	0.50%
One-Month SOFR
Short-term Debt [Line Items]
Basis spread on variable rate	1.00%
One-Month SOFR | Midstream
Short-term Debt [Line Items]
Basis spread on variable rate	1.00%
One-Month SOFR | Minimum
Short-term Debt [Line Items]
Basis spread on variable rate	0.75%
One-Month SOFR | Minimum | Midstream
Short-term Debt [Line Items]
Basis spread on variable rate	1.00%
One-Month SOFR | Maximum
Short-term Debt [Line Items]
Basis spread on variable rate	1.75%
One-Month SOFR | Maximum | Midstream
Short-term Debt [Line Items]
Basis spread on variable rate	2.00%
Secured Overnight Financing Rate (SOFR) | Minimum
Short-term Debt [Line Items]
Basis spread on variable rate	1.85%
Secured Overnight Financing Rate (SOFR) | Minimum | Midstream
Short-term Debt [Line Items]
Basis spread on variable rate	2.10%
Secured Overnight Financing Rate (SOFR) | Maximum
Short-term Debt [Line Items]
Basis spread on variable rate	2.85%
Secured Overnight Financing Rate (SOFR) | Maximum | Midstream
Short-term Debt [Line Items]
Basis spread on variable rate	3.10%
Revolving Credit Facility
Short-term Debt [Line Items]
Initial borrowing base				$ 2,250,000
Elected commitments		$ 1,350,000		$ 1,300,000
Percentage of aggregate commitments available under credit facility	20.00%
Minimum current ratio	1.00
Letters of credit outstanding	$ 94,535		$ 171,272
Borrowings and issuance of letters of credit remaining capacity	1,255,465		1,128,728
Revolving Credit Facility | Midstream
Short-term Debt [Line Items]
Borrowings outstanding	$ 99,500		$ 153,700
Weighted average interest rate	7.27%		6.45%
Letters of credit outstanding			$ 30
Borrowings and issuance of letters of credit remaining capacity	$ 500,500
Letters of credit aggregate sub-limit					$ 600,000
Interest coverage ratio	2.50
Revolving credit available for borrowing			$ 446,270
Revolving Credit Facility | Minimum | Midstream
Short-term Debt [Line Items]
Maximum net leverage ratio	5.00
Revolving Credit Facility | Maximum
Short-term Debt [Line Items]
Net leverage ratio	3.50
Revolving Credit Facility | Maximum | Midstream
Short-term Debt [Line Items]
Maximum net leverage ratio	5.25
Secured leverage ratio	3.25

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Other Accrued Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Royalties	$ 88,568	$ 144,482
Accrued Interest	55,234	36,744
Transportation Charges	21,123	12,808
Deferred Revenue	20,856	22,095
Accrued Other Taxes	8,916	14,067
Accrued Payroll & Benefits	6,874	6,318
Short-Term Incentive Compensation	6,404	18,956
Purchased Gas Payable	1,057	5,266
Other	11,734	18,142
Current Portion of Long-Term Liabilities:
Asset Retirement Obligations	9,735	9,735
Salary Retirement	1,916	1,878
Total Other Accrued Liabilities	$ 232,417	$ 290,491

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Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Jan. 01, 2022	Apr. 30, 2020	Mar. 31, 2020
Debt Instrument [Line Items]
Debt instrument, face amount				$ 1,000
Less: Unamortized Debt Issuance Costs	$ 12,901,000	$ 14,133,000
Long-Term Debt	$ 2,154,093,000	2,205,735,000
Senior Notes due January 2029
Debt Instrument [Line Items]
Stated rate, debt instrument	6.00%
Net Carrying Amount	$ 500,000,000	500,000,000
Senior Notes due January 2031
Debt Instrument [Line Items]
Stated rate, debt instrument	7.375%
Debt instrument, face amount	$ 500,000,000
Debt instrument, unamortized discount	5,685,000	6,061,000
Net Carrying Amount	$ 494,315,000	493,939,000
Senior Notes due April 2030
Debt Instrument [Line Items]
Stated rate, debt instrument	4.75%
Debt instrument, face amount	$ 400,000,000	400,000,000
Debt instrument, unamortized discount	3,942,000	4,231,000
Net Carrying Amount	$ 396,058,000	395,769,000
Senior Notes due March 2027
Debt Instrument [Line Items]
Stated rate, debt instrument	7.25%
Debt instrument, face amount	$ 350,000,000
Debt instrument, unamortized premium	1,997,000	2,266,000
Net Carrying Amount	$ 351,997,000	352,266,000
Convertible Senior Notes due May 2026
Debt Instrument [Line Items]
Stated rate, debt instrument	2.25%		2.25%
Debt instrument, face amount	$ 330,654,000
Debt instrument, unamortized discount	5,530,000	6,460,000
Net Carrying Amount	325,124,000	324,194,000
Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, face amount					$ 160,000,000
Revolving Credit Facility | CNX Midstream Partners LP Revolving Credit Facility
Debt Instrument [Line Items]
Net Carrying Amount	$ 99,500,000	$ 153,700,000

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Long-Term Debt - Narrative (Details)		1 Months Ended	3 Months Ended		6 Months Ended
	Jan. 01, 2022 USD ($)	Apr. 30, 2020 USD ($) day $ / shares	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Debt instrument, face amount		$ 1,000
Proceeds from issuance of convertible senior notes		334,650,000
Long-Term Debt			$ 2,154,093,000		$ 2,154,093,000			$ 2,205,735,000
Retained Earnings			1,547,036,000		1,547,036,000			448,993,000
Deferred Income Taxes			(609,133,000)		(609,133,000)			(232,280,000)
Decrease in stockholders equity			(3,983,187,000)	$ (2,537,024,000)	(3,983,187,000)	$ (2,537,024,000)	$ (3,567,296,000)	$ (2,950,461,000)	$ (2,569,512,000)	$ (3,700,273,000)
Loss on Debt Extinguishment			0	$ 12,981,000	0	12,981,000
Cumulative Effect, Period of Adoption, Adjustment
Debt Instrument [Line Items]
Decrease in stockholders equity										$ 59,337,000
Accounting Standards Update 2020-06
Debt Instrument [Line Items]
Long-Term Debt	$ 82,327,000
Value of embedded conversion	107,260,000
Retained Earnings	(5,986,000)
Deferred Income Taxes	22,990,000
Decrease in stockholders equity	78,284,000
Accounting Standards Update 2020-06 | Cumulative Effect, Period of Adoption, Adjustment
Debt Instrument [Line Items]
Retained Earnings	$ 24,933,000
Capped Call Transaction
Debt Instrument [Line Items]
Cost incurred in connection with capped calls		$ 35,673,000
Capped Call Transaction | Call Option | Minimum
Debt Instrument [Line Items]
Strike price (in usd per share) | $ / shares		$ 12.84
Capped Call Transaction | Call Option | Maximum
Debt Instrument [Line Items]
Strike price (in usd per share) | $ / shares		$ 18.19
Convertible Senior Notes due 2026
Debt Instrument [Line Items]
Debt instrument, face amount			$ 330,654,000		$ 330,654,000
Stated rate, debt instrument	2.25%		2.25%		2.25%
Convertible Notes | Convertible Senior Notes due 2026
Debt Instrument [Line Items]
Debt instrument, face amount		$ 345,000,000
Stated rate, debt instrument		2.25%
Conversion ratio (in shares)		77.8816
Conversion price (in usd per share) | $ / shares			$ 12.84		$ 12.84
Threshold percentage of stock price trigger		130.00%
Debt issuance costs gross		$ 10,350,000
Purchase of outstanding debt			$ 0		$ 0	$ 14,346,000
Convertible Notes | Convertible Senior Notes due 2026 | Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Threshold trading days | day		20
Threshold consecutive trading days | day		30
Convertible Notes | Convertible Senior Notes due 2026 | Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Threshold percentage of stock price trigger		98.00%
Threshold trading days | day		5
Threshold consecutive trading days | day		10
Convertible Notes | Convertible 2.25% Senior Notes Due 2026, Additional Option To Initial Purchasers
Debt Instrument [Line Items]
Debt instrument, face amount		$ 45,000
Convertible Notes | Convertible 2.25% Senior Notes Due 2026, Liability Component
Debt Instrument [Line Items]
Debt issuance costs gross		7,024,000
Convertible Notes | Convertible 2.25% Senior Notes Due 2026, Equity Component
Debt Instrument [Line Items]
Debt issuance costs gross		$ 3,326,000

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Long-Term Debt - Schedule of Convertible Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Unamortized Issuance Costs	$ (12,901)	$ (14,133)
Convertible Senior Notes due 2026
Debt Instrument [Line Items]
Net Carrying Amount	325,124	324,194
Convertible Notes | Convertible Senior Notes due 2026
Debt Instrument [Line Items]
Principal	330,654	330,654
Unamortized Issuance Costs	(5,530)	(6,460)
Net Carrying Amount	325,124	324,194
Fair Value	$ 489,103	$ 483,581

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Long-Term Debt - Schedule of Interest (Details) - Convertible Notes - Convertible Senior Notes due 2026 - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Debt Instrument [Line Items]
Contractual Interest Expense	$ 1,860	$ 1,918	$ 3,720	$ 3,857
Amortization of Issuance Costs	467	483	930	954
Total Interest Expense	$ 2,327	$ 2,401	$ 4,650	$ 4,811

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Commitments and Contingent Liabilities - Narrative (Details)	May 01, 2020 retiree
Commitments and Contingencies Disclosure [Abstract]
Number of impacted retirees	2,159

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Commitments and Contingent Liabilities - Amount of Commitment Expiration Per Period (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	$ 274,503
Less Than 1 Year
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	272,961
1-3 Years
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	1,542
3-5 Years
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Beyond 5 Years
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Letters of Credit | Firm Transportation
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	91,448
Letters of Credit | Other
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	3,087
Letters of Credit | Loss Contingencies by Secondary Nature of Contingency
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	94,535
Letters of Credit | Less Than 1 Year | Firm Transportation
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	91,448
Letters of Credit | Less Than 1 Year | Other
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	3,087
Letters of Credit | Less Than 1 Year | Loss Contingencies by Secondary Nature of Contingency
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	94,535
Letters of Credit | 1-3 Years | Firm Transportation
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Letters of Credit | 1-3 Years | Other
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Letters of Credit | 1-3 Years | Loss Contingencies by Secondary Nature of Contingency
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Letters of Credit | 3-5 Years | Firm Transportation
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Letters of Credit | 3-5 Years | Other
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Letters of Credit | 3-5 Years | Loss Contingencies by Secondary Nature of Contingency
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Letters of Credit | Beyond 5 Years | Firm Transportation
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Letters of Credit | Beyond 5 Years | Other
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Letters of Credit | Beyond 5 Years | Loss Contingencies by Secondary Nature of Contingency
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Surety Bond | Firm Transportation
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	76,336
Surety Bond | Other
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	8,603
Surety Bond | Employee-Related
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	2,250
Surety Bond | Environmental
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	11,509
Surety Bond | Financial Guarantees
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	81,270
Surety Bond | Loss Contingencies by Secondary Nature of Contingency
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	179,968
Surety Bond | Less Than 1 Year | Firm Transportation
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	76,336
Surety Bond | Less Than 1 Year | Other
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	7,119
Surety Bond | Less Than 1 Year | Employee-Related
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	2,250
Surety Bond | Less Than 1 Year | Environmental
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	11,451
Surety Bond | Less Than 1 Year | Financial Guarantees
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	81,270
Surety Bond | Less Than 1 Year | Loss Contingencies by Secondary Nature of Contingency
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	178,426
Surety Bond | 1-3 Years | Firm Transportation
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Surety Bond | 1-3 Years | Other
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	1,484
Surety Bond | 1-3 Years | Employee-Related
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Surety Bond | 1-3 Years | Environmental
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	58
Surety Bond | 1-3 Years | Financial Guarantees
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Surety Bond | 1-3 Years | Loss Contingencies by Secondary Nature of Contingency
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	1,542
Surety Bond | 3-5 Years | Firm Transportation
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Surety Bond | 3-5 Years | Other
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Surety Bond | 3-5 Years | Employee-Related
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Surety Bond | 3-5 Years | Environmental
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Surety Bond | 3-5 Years | Financial Guarantees
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Surety Bond | 3-5 Years | Loss Contingencies by Secondary Nature of Contingency
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Surety Bond | Beyond 5 Years | Firm Transportation
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Surety Bond | Beyond 5 Years | Other
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Surety Bond | Beyond 5 Years | Employee-Related
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Surety Bond | Beyond 5 Years | Environmental
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Surety Bond | Beyond 5 Years | Financial Guarantees
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	0
Surety Bond | Beyond 5 Years | Loss Contingencies by Secondary Nature of Contingency
Schedule of Costs Related to Purchase Obligations [Line Items]
Guarantor obligations, maximum exposure	$ 0

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Commitments and Contingent Liabilities - Unrecorded Unconditional Purchase Obligation (Details) - Purchase Commitment $ in Thousands	Jun. 30, 2023 USD ($)
Unrecorded Unconditional Purchase Obligation [Line Items]
Less than 1 year	$ 247,372
1 - 3 years	432,561
3 - 5 years	356,584
More than 5 years	652,823
Total Purchase Obligations	$ 1,689,340

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Derivative Instruments - Narrative (Details) - USD ($)	1 Months Ended
	Mar. 31, 2020	Dec. 31, 2020	Apr. 30, 2020
Derivative [Line Items]
Credit facility, face amount			$ 1,000
Interest Rate Swap on Revolving Credit Facility | Long
Derivative [Line Items]
Put option, basis points (as a percent)	0.00%
Term of derivative contract	4 years
Derivative notional amount	$ 250,000,000	$ 250,000,000
Revolving Credit Facility
Derivative [Line Items]
Credit facility, face amount	$ 160,000,000

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Derivative Instruments - Notional Amounts of Derivative Instruments (Details) $ in Thousands, Mcf in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2023 USD ($) Mcf MBbls	Dec. 31, 2022 USD ($) Mcf MBbls
Commodity Swap | Natural Gas
Derivative [Line Items]
Notional amount	1,538.3	1,607.9
Commodity Swap | Propane
Derivative [Line Items]
Notional amount | MBbls	246,600	0
Basis Only Swaps
Derivative [Line Items]
Notional amount	929.0	1,023.7
Interest Rate Swaps
Derivative [Line Items]
Derivative notional amount | $	$ 410,000	$ 410,000

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Derivative Instruments - Fair Value of Derivative Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Derivative [Line Items]
Total Current Assets	$ 227,012	$ 154,474
Total Other Non-Current Assets	305,887	244,931
Total Current Liabilities	240,874	782,653
Total Non-Current Liabilities	812,744	1,517,021
Commodity Swaps
Derivative [Line Items]
Total Current Assets	84,922	21,759
Total Other Non-Current Assets	157,010	42,786
Total Current Liabilities	208,440	732,717
Total Non-Current Liabilities	771,888	1,466,124
Propane Swaps
Derivative [Line Items]
Total Current Assets	3,035	0
Basis Only Swaps
Derivative [Line Items]
Total Current Assets	124,990	118,115
Total Other Non-Current Assets	148,877	197,280
Total Current Liabilities	21,793	38,559
Total Non-Current Liabilities	40,856	47,370
Interest Rate Swaps
Derivative [Line Items]
Total Current Assets	14,065	14,600
Total Other Non-Current Assets	0	4,865
Total Current Liabilities	10,641	11,377
Total Non-Current Liabilities	$ 0	$ 3,527

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Derivative Instruments - The Effect of Derivative Instruments on the Consolidated Statement of Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Derivative [Line Items]
Realized Gain (Loss) on Commodity Derivative Instruments:	$ 79,559	$ (530,391)	$ 18,527	$ (801,232)
Unrealized Gain (Loss) on Commodity Derivative Instruments:	462,913	(122,252)	1,286,112	(1,577,804)
Gain (Loss) on Commodity Derivative Instruments:	542,472	(652,643)	1,304,639	(2,379,036)
Interest Rate Swaps
Derivative [Line Items]
Gain (Loss) on Commodity Derivative Instruments:	840	1,368	679	5,653
Cash Received (Paid) in Settlement of Interest Rate Swaps	1,016	(763)	1,816	(1,700)
Unrealized (Loss) Gain on Interest Rate Swaps	(176)	2,131	(1,137)	7,353
Natural Gas | Commodity Swaps
Derivative [Line Items]
Realized Gain (Loss) on Commodity Derivative Instruments:	83,395	(558,374)	33,469	(830,193)
Unrealized Gain (Loss) on Commodity Derivative Instruments:	326,127	(197,309)	1,306,963	(1,851,422)
Gain (Loss) on Commodity Derivative Instruments:	409,522	(755,683)	1,340,432	(2,681,615)
Natural Gas | Basis Only Swaps
Derivative [Line Items]
Realized Gain (Loss) on Commodity Derivative Instruments:	(4,455)	27,983	(15,561)	28,961
Unrealized Gain (Loss) on Commodity Derivative Instruments:	134,671	75,057	(23,564)	273,618
Gain (Loss) on Commodity Derivative Instruments:	130,216	103,040	(39,125)	302,579
Propane | Propane Swaps
Derivative [Line Items]
Realized Gain (Loss) on Commodity Derivative Instruments:	619	0	619	0
Unrealized Gain (Loss) on Commodity Derivative Instruments:	2,115	0	2,713	0
Gain (Loss) on Commodity Derivative Instruments:	$ 2,734	$ 0	$ 3,332	$ 0

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Fair Value of Financial Instruments - Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Gas Derivatives
Fair Value, Assets Measured on Recurring Basis, Financial Statement Captions [Line Items]
Derivative Asset	$ 16,913	$ 77,662,000
Level 1 | Gas Derivatives
Fair Value, Assets Measured on Recurring Basis, Financial Statement Captions [Line Items]
Derivative Asset	0	0
Level 1 | Interest Rate Swaps
Fair Value, Assets Measured on Recurring Basis, Financial Statement Captions [Line Items]
Derivative Asset	0	0
Level 2 | Gas Derivatives
Fair Value, Assets Measured on Recurring Basis, Financial Statement Captions [Line Items]
Derivative Asset	(524,143,000)	(1,904,830,000)
Level 2 | Interest Rate Swaps
Fair Value, Assets Measured on Recurring Basis, Financial Statement Captions [Line Items]
Derivative Asset	3,424,000	4,561,000
Level 3 | Gas Derivatives
Fair Value, Assets Measured on Recurring Basis, Financial Statement Captions [Line Items]
Derivative Asset	0	0
Level 3 | Interest Rate Swaps
Fair Value, Assets Measured on Recurring Basis, Financial Statement Captions [Line Items]
Derivative Asset	$ 0	$ 0

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Fair Value of Financial Instruments - Fair Value Disclosures (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and Cash Equivalents	$ 22,765	$ 21,321
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and Cash Equivalents	22,765	21,321
Long-Term Debt (Excluding Debt Issuance Costs)	2,166,994	2,219,868
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and Cash Equivalents	22,765	21,321
Long-Term Debt (Excluding Debt Issuance Costs)	$ 2,215,368	$ 2,240,919

XML

Segment Information - Narrative (Details)	6 Months Ended
	Jun. 30, 2023 segment
Segment Reporting [Abstract]
Number of reportable segments	2

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Segment Information - Industry Segment Results (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Segment Reporting Information [Line Items]
Gain (Loss) on Commodity Derivative Instruments	$ 542,472	$ (652,643)	$ 1,304,639	$ (2,379,036)
Other Revenue and Operating Income	30,812	23,103	52,170	45,933
Total Revenue and Other Operating Income (Loss)	839,700	420,418	2,115,676	(492,680)
Total Operating Expense	271,634	330,523	592,231	652,993
Earnings Before Income Tax	636,722	46,924	1,564,678	(1,201,582)
Segment Assets	8,531,855	8,695,890	8,531,855	8,695,890	$ 8,515,773
Depreciation, Depletion and Amortization	103,682	116,180	208,904	234,803
Capital Expenditures	195,985	136,668	366,013	258,984
Investments in unconsolidated equity affiliates	13,162	14,978	13,162	14,978
Direct Energy Business Marketing LLC
Segment Reporting Information [Line Items]
Total Revenue and Other Operating Income (Loss)				213,299
Natural Gas, NGLs and Oil Revenue
Segment Reporting Information [Line Items]
Revenue from Contracts with Customers:	257,061	1,003,406	712,700	1,748,030
Natural Gas, NGLs and Oil Revenue | Citadel Energy Marketing, LLC
Segment Reporting Information [Line Items]
Total Revenue and Other Operating Income (Loss)	36,511		81,429
Natural Gas, NGLs and Oil Revenue | Direct Energy Business Marketing LLC
Segment Reporting Information [Line Items]
Total Revenue and Other Operating Income (Loss)	31,648	117,460	86,749
Purchased Gas Revenue
Segment Reporting Information [Line Items]
Revenue from Contracts with Customers:	9,355	46,552	46,167	92,393
Operating Segments
Segment Reporting Information [Line Items]
Revenue from Contracts with Customers:	283,443	1,067,948	792,647	1,876,070
Operating Segments | Shale
Segment Reporting Information [Line Items]
Gain (Loss) on Commodity Derivative Instruments	73,522	(489,026)	17,186	(738,484)
Other Revenue and Operating Income	17,027	17,990	33,780	35,647
Total Revenue and Other Operating Income (Loss)	324,741	452,233	692,356	901,243
Total Operating Expense	171,501	189,884	359,618	387,313
Earnings Before Income Tax	153,240	262,349	332,738	513,930
Segment Assets	6,589,145	6,417,552	6,589,145	6,417,552
Depreciation, Depletion and Amortization	86,816	95,910	174,927	197,354
Capital Expenditures	186,285	131,279	345,634	250,079
Operating Segments | Shale | Natural Gas, NGLs and Oil Revenue
Segment Reporting Information [Line Items]
Revenue from Contracts with Customers:	234,192	923,269	641,390	1,604,080
Operating Segments | Shale | Purchased Gas Revenue
Segment Reporting Information [Line Items]
Revenue from Contracts with Customers:	0	0	0	0
Operating Segments | Coalbed Methane
Segment Reporting Information [Line Items]
Gain (Loss) on Commodity Derivative Instruments	6,002	(41,222)	1,331	(62,501)
Other Revenue and Operating Income	0	0	0	0
Total Revenue and Other Operating Income (Loss)	28,636	38,361	72,001	80,454
Total Operating Expense	34,020	31,470	70,440	62,050
Earnings Before Income Tax	(5,384)	6,891	1,561	18,404
Segment Assets	949,438	969,944	949,438	969,944
Depreciation, Depletion and Amortization	12,586	13,037	25,032	26,276
Capital Expenditures	7,630	3,526	17,089	5,921
Operating Segments | Coalbed Methane | Natural Gas, NGLs and Oil Revenue
Segment Reporting Information [Line Items]
Revenue from Contracts with Customers:	22,634	79,583	70,670	142,955
Operating Segments | Coalbed Methane | Purchased Gas Revenue
Segment Reporting Information [Line Items]
Revenue from Contracts with Customers:	0	0	0	0
Operating Segments | Enviromental Attributes
Segment Reporting Information [Line Items]
Other Revenue and Operating Income	7,986		7,986
Other
Segment Reporting Information [Line Items]
Gain (Loss) on Commodity Derivative Instruments	462,948	(122,395)	1,286,122	(1,578,051)
Other Revenue and Operating Income	13,785	5,113	18,390	10,286
Total Revenue and Other Operating Income (Loss)	486,323	(70,176)	1,351,319	(1,474,377)
Total Operating Expense	66,113	109,169	162,173	203,630
Earnings Before Income Tax	488,866	(222,316)	1,230,379	(1,733,916)
Segment Assets	993,272	1,308,394	993,272	1,308,394
Depreciation, Depletion and Amortization	4,280	7,233	8,945	11,173
Capital Expenditures	2,070	1,863	3,290	2,984
Equity in earnings (loss) of unconsolidated affiliates	1,334	1,377	1,448	2,177
Other | Natural Gas, NGLs and Oil Revenue
Segment Reporting Information [Line Items]
Revenue from Contracts with Customers:	235	554	640	995
Other | Purchased Gas Revenue
Segment Reporting Information [Line Items]
Revenue from Contracts with Customers:	$ 9,355	$ 46,552	$ 46,167	$ 92,393

XML

Segment Information - Reconciliation of Segment Information, Revenue and Other Operating (Loss) Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue, Major Customer [Line Items]
Gain (Loss) on Commodity Derivative Instruments	$ 542,472	$ (652,643)	$ 1,304,639	$ (2,379,036)
Other Operating Income	13,785	5,113	18,390	10,286
Total Revenue and Other Operating Income (Loss)	839,700	420,418	2,115,676	(492,680)
Operating Segments
Revenue, Major Customer [Line Items]
Total Segment Revenue from Contracts with External Customers	$ 283,443	$ 1,067,948	$ 792,647	$ 1,876,070

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Stock Repurchase (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Jul. 25, 2023	Oct. 25, 2021	Jan. 26, 2021	Dec. 31, 2020
Equity, Class of Treasury Stock [Line Items]
Share repurchase program, authorized amount						$ 1,900,000	$ 900,000	$ 750,000
Amount available under the current stock repurchase program	$ 291,002		$ 291,002
Shares repurchased during period (in shares)			9,747,408	12,912,070
Shares repurchased, average price (in usd per share)			$ 15.98	$ 17.09
Total value of shares repurchased	$ 63,767	$ 69,994	$ 157,302	$ 220,968
Subsequent Event
Equity, Class of Treasury Stock [Line Items]
Amount available under the current stock repurchase program					$ 1,268,209
Increase in authorized stock					$ 1,000,000

XML

Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Other Significant Noncash Transactions [Line Items]
Interest (Net of Amounts Capitalized)	$ 46,053	$ 62,751
Income Taxes	6,050	$ 0
Notes Received from Property Sales
Other Significant Noncash Transactions [Line Items]
Capital expenditures incurred, not yet paid	$ 38,792		$ 56,052