UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________
FORM 10-K
_________________________________________________
(Mark One)
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 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
(State or other jurisdiction of
incorporation or organization)
51-0337383
(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
Common Stock ($.01 par value)
Preferred Share Purchase Rights
Trading Symbol(s)
CNX
--
Name of exchange on which registered
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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, if any, 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm
that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of voting stock held by nonaffiliates of the registrant as of June 30, 2023, the last business day of the registrant's
most recently completed second fiscal quarter, based on the closing price of the common stock on the New York Stock Exchange on such date was
$2,216,454,440.
The number of shares outstanding of the registrant's common stock as of February 6, 2024 is 151,791,457 shares.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of CNX's Proxy Statement for the Annual Meeting of Shareholders to be held on May 2, 2024, are incorporated by reference in Items 10, 11,
12, 13 and 14 of Part III.
TABLE OF CONTENTS
PART I
Business
Risk Factors
Unresolved Staff Comments
Cybersecurity
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Reserved
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions and Director Independence
Principal Accountant Fees and Services
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 1C.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
ITEM 9C.
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
ITEM 15.
ITEM 16.
Exhibits and Financial Statement Schedules
Form 10-K Summary
SIGNATURES
PART IV
Page
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2
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-K:
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.
coal mine methane - any gaseous hydrocarbon that is extracted or released through wells, degasification boreholes, ventilation
or bleeder shafts for the purposes of degasifying underground coal mining operations. Coal Mine Methane may be extracted or
released within or above mining activities and produced during, before, or after mining activity occurs or had occurred in
connection with the degasification activities.
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.
dry gas - natural gas that contains little to no liquid hydrocarbons.
environmental attributes - items such as (but not limited to): carbon credits, air quality credits, renewable or alternative
energy credits, methane capture credits, methane performance certificates, emission reductions, offsets and/or allowances.
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.
3
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.
New Technologies - currently represents what CNX views as a unique set of market opportunities in the areas of environmental
attributes, proprietary technology and derivative product development. See Part I, Item 1- Business of this Form 10-K for a
discussion of CNX’s New Technology efforts.
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.
4
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (Form 10-K) includes the following cautionary statement 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 Form 10-K are
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. 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 strategy that involves risks or uncertainties, we are making forward-looking statements.
Forward-looking statements are neither predictions nor guarantees of future events, circumstances or performance and are
inherently subject to known and unknown risks, uncertainties and assumptions that could cause our actual results to differ
materially from those indicated. 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. Factors that could cause actual results and events to
differ materially from our expectations, estimates, assumptions, projections and/or forward-looking statements include (i) the
risks, contingencies and uncertainties described in the Risk Factors included in Part I, Item 1A of this Form 10-K and (ii) the
factors described in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part
II, Item 7 of this Form 10-K. The forward-looking statements in this Form 10-K speak only as of the date of this Form 10-K; we
disclaim any obligation to update these statements unless required by securities law, and we caution you not to rely on them
unduly.
ITEM 1.
Business
General
PART I
CNX Resources Corporation (“CNX,” the “Company,” or “we,” “us,” or “our”) is a premier independent low carbon
intensity natural gas development, production, midstream and technology company centered in the Appalachian Basin. The
majority of our operations are centered on unconventional shale formations, primarily the Marcellus Shale and Utica Shale, in
Pennsylvania, Ohio and West Virginia. Additionally, we operate and develop Coalbed Methane (CBM) properties in Virginia.
We believe that our extensive held-by-production acreage position and development inventory, combined with our regional
operating expertise, extensive data set from development and non-operational participation wells, midstream infrastructure
ownership, low-cost operations and legacy surface acreage position provide us with significant competitive advantages that
position us for long-term value creation.
CNX's Strategy and Corporate Values
CNX’s strategy is to use our substantial asset base, leading core operational competencies, technology development and
innovation, and astute capital allocation methodologies to responsibly develop our resources and create long-term value for our
shareholders. Our mission is to empower our team to embrace and drive innovative change that creates long-term per share
value for our investors, enhances our communities and delivers energy solutions for today and tomorrow.
CNX defines itself through its corporate values that serve as our road map and guide every aspect of our business as we
strive to achieve our corporate mission:
•
•
•
Responsibility: Be a safe and compliant operator; be a trusted community partner and respected corporate citizen; act
with pride and integrity;
Ownership: Be accountable for our actions and learn from our outcomes, both positive and negative; be calculated
risk-takers and seek creative ways to solve problems; be prudent capital allocators; and
Excellence: Be a lean, efficient, nimble organization; be a disciplined, reliable, performance-driven company; be an
inclusive team treating each other with fairness and respect.
5
These values are the foundation of CNX's identity and are the basis for how management defines continued success. With
the benefit of a more than 155-year legacy and a substantial asset base amassed over many generations, the Company deploys a
strategy focused on responsibly developing its resources to create long-term per share value for its shareholders, as well as
enhancing the communities where it operates.
CNX believes that natural gas is central to a low-cost, reliable, secure, lower-carbon energy future that benefits American
consumers, workers and the environment. CNX has the benefit of having its operations centered in the Appalachian Basin,
which the Company believes is one of the largest, most efficient, and environmentally sustainable sources of natural gas in the
world.
2023 Operational Highlights and Outlook
•
•
•
•
Over the past ten years, CNX's total sales volumes have grown by approximately 225% to a total of 560.4 net Bcfe in
2023;
Total average production of 1,535,250 Mcfe per day in 2023;
92% Natural Gas, 8% Liquids; and
93% Shale, 7% coalbed methane.
At December 31, 2023, our proved natural gas, NGL, condensate and oil reserves (collectively, “natural gas reserves”)
had the following characteristics:
•
•
•
•
8.7 Tcfe of proved reserves;
90.6% natural gas;
69.0% proved developed; and
99.5% operated.
In 2024, CNX expects capital expenditures to be between $575 million and $625 million. The Company continuously
evaluates multiple factors to determine activity throughout the year, and as such, may update guidance accordingly.
DETAIL OF OPERATIONS
Our operations include the following plays:
Shale
Our Shale properties represent our primary operating and growth area in terms of reserves, production, and capital
investment. We have rights to extract natural gas from Shale formations in Pennsylvania, West Virginia, and Ohio from
approximately 527,000 net Marcellus Shale acres and approximately 607,000 net Utica Shale acres at December 31, 2023.
Approximately 341,000 Utica Shale acres coincide with Marcellus Shale acreage in Pennsylvania, West Virginia, and Ohio.
The Upper Devonian Shale formation, which includes both the Burkett Shale and Rhinestreet Shale, lies above the
Marcellus Shale formation in southwestern Pennsylvania and northern West Virginia. The Company holds approximately
53,000 acres of incremental Upper Devonian acres; however, these acres have historically not been disclosed separately as they
generally coincide with our Marcellus acreage, and we have no current drilling program targeting this formation.
Coalbed Methane (CBM)
We have rights to extract CBM in Virginia from approximately 278,000 net CBM acres at December 31, 2023. We extract
CBM natural gas primarily from the Pocahontas #3 seam. CNX also has the right to capture Coal Mine Methane (CMM) from
active and abandoned mines in this region. The CMM we capture would otherwise be vented into the atmosphere as third-party
mining operations progress.
CNX also has rights to extract CBM from approximately 1,755,000 net CBM acres, and rights to capture CMM from
various active and abandoned mines in other states including West Virginia, Pennsylvania, Ohio, Illinois, Indiana, and New
Mexico; however, the Company has no current plans to drill CBM wells or capture CMM in these areas.
6
Other Gas
We have rights to extract natural gas from other Shale and shallow oil and gas formations primarily in Illinois, Indiana,
New York, Ohio, Pennsylvania, Virginia, and West Virginia from approximately 939,000 net acres at December 31, 2023. The
majority of our shallow oil and gas leasehold position is held by third-party production and all of it is extensively overlain by
existing third-party natural gas gathering and transmission infrastructure.
Summary of Properties as of December 31, 2023
Estimated Net Proved Reserves (MMcfe)
Percent Developed (1)
Net Producing Wells (including oil and gob wells)
Shale
Segment
7,923,341
CBM
Segment
812,320
Other Gas
Segment
5,081
Total
8,740,742
69 %
588
64 %
3,792
100 %
45
69 %
4,425
Net Acreage Position:
Net Proved Developed Acres
Net Proved Undeveloped Acres (2)
Net Unproved Acres (3)
Total Net Acres (4)
_________
(1) Percent developed is calculated as net proved developed reserves divided by net proved reserves, measured in MMcfe.
(2) Net proved undeveloped acres represent undrilled locations and can only be classified as having proved undeveloped
reserves 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 (See glossary of oil and gas terms for additional information).
385,087
40,811
3,392,132
3,818,030
38,119
—
900,612
938,731
234,686
—
1,798,774
2,033,460
112,282
40,811
692,746
845,839
(3) Net acres include acreage attributable to our working interests in the properties. Additional adjustments (either increases
or decreases) may be required as we further develop title to and further confirm our rights with respect to our various
properties in anticipation of development. We believe that our assumptions and methodology in this regard are reasonable.
(4) Acreage amounts are only included under the target strata CNX expects to produce, with the exception of certain CBM
acres governed by separate leases.
Producing Wells and Acreage
Most of our development wells and proved acreage are located in Virginia, West Virginia, Ohio and Pennsylvania. Some
leases are beyond their primary term, but these leases are extended in accordance with their terms as long as certain drilling
commitments or other term commitments are satisfied.
The following table sets forth, at December 31, 2023, the number of producing wells, developed acreage and undeveloped
acreage:
Producing Gas Wells (including gob wells) - Working Interest
Producing Oil Wells - Working Interest
Producing Gas Wells - Royalty Interest
Producing Oil Wells - Royalty Interest
Net Acreage Position:
Proved Developed Acreage
Proved Undeveloped Acreage
Unproved Acreage
Total Acreage
Gross(1)
Net(2)
4,499
2
320
126
4,425
—
—
—
385,087
40,811
4,704,922
5,130,820
385,087
40,811
3,392,132
3,818,030
_________
(1) All of our acreage identified as proved developed and undeveloped is controlled fully by CNX through ownership of a
100% working interest.
(2) Net acres include acreage attributable to our working interests in the properties. Additional adjustments (either increases
or decreases) may be required as we further develop title to and further confirm our rights with respect to our various
7
properties in anticipation of development. We believe that our assumptions and methodology in this regard are
reasonable.
The following table represents the terms under which we hold these acres:
Held by Production/Fee
Expiration Within 2 Years
Expiration Beyond 2 Years
Total Acreage
Gross Unproved
Acres
4,623,168
31,812
49,942
4,704,922
Net Unproved
Acres
3,349,590
17,377
25,165
3,392,132
Gross Proved
Undeveloped Acres
29,977
4,319
6,515
40,811
Net Proved
Undeveloped Acres
29,977
4,319
6,515
40,811
The leases reflected above as Gross and Net Unproved Acres with expiration dates are included in our current drill plan or
active land program. Leases with expiration dates within two years represent approximately 1% of our total net unproved acres
and leases with expiration dates beyond two years represent approximately 1% of our total net unproved acres. In each case, we
deemed this acreage to not be material to our overall acreage position. Additionally, based on our current drill plans and lease
management we do not anticipate any material impact to our consolidated financial statements from the expiration of such
leases.
Development Wells (Net)
During the years ended December 31, 2023, 2022 and 2021, we drilled 30.8, 37.0 and 33.0 net development wells,
respectively. Gob wells and wells drilled by other operators in which we own an interest are excluded from net development
wells. As of December 31, 2023, there were 13.8 net development wells and no exploratory wells drilled but uncompleted. The
Company includes drilled and uncompleted net development wells in proved undeveloped reserves and the Company intends to
complete and turn-in-line the wells within five years of the initial disclosure. There were no net dry development wells in 2023,
2022 or 2021. As of December 31, 2023, there were no net completed developmental wells ready to be turned in-line.
The following table illustrates the net wells drilled by well classification type:
Shale Segment
CBM Segment
Other Gas Segment
Total Development Wells (Net)
Exploratory Wells (Net)
For the Years
Ended December 31,
2023
2022
2021
30.8
—
—
30.8
37.0
—
—
37.0
33.0
—
—
33.0
There were no net exploratory wells drilled during the years ended December 31, 2023, 2022 and 2021. As of
December 31, 2023, there are no net exploratory wells in process.
Reserves
The following table shows our estimated proved developed and proved undeveloped reserves. Reserve information is net
of royalty interest. Proved developed and proved undeveloped reserves are reserves that could be commercially recovered under
current economic conditions, operating methods and government regulations. Proved developed and proved undeveloped
reserves are defined by the Securities and Exchange Commission (SEC).
Net Reserves (Millions of Cubic Feet Equivalent)
Proved Developed Reserves
Proved Undeveloped Reserves
Total Proved Developed and Undeveloped Reserves (1)
As of December 31,
2023
6,027,762
2,712,980
8,740,742
2022
6,221,422
3,585,468
9,806,890
2021
5,905,611
3,720,119
9,625,730
8
___________
(1)
For additional information on our reserves, see Note 22 – Supplemental Gas Data (unaudited) to the Consolidated
Financial Statements in Item 8 of this Form 10-K.
Discounted Future Net Cash Flows
The following table shows our estimated future net cash flows and total standardized measure of discounted future net
cash flows at 10%:
As of December 31,
2023
2022
2021
(Dollars in millions)
Estimated Future Net Cash Flows (pre-tax) less Undiscounted Income Taxes
Total PV-10 Non-GAAP Measure of Pre-Tax Discounted Future Net Cash Flows (1)
Total Standardized GAAP Measure of After-Tax Discounted Future Net Cash Flows
$
$
$
7,356 $ 31,559 $ 16,017
4,201 $ 14,501 $ 8,081
3,110 $ 10,763 $ 5,882
____________
(1) We calculate our present value at 10% (PV-10) in accordance with the following table. Management believes that the
presentation of the non-Generally Accepted Accounting Principles (non-GAAP) financial measure of PV-10 provides
useful information to investors because it is widely used by professional analysts and sophisticated investors in
evaluating oil and gas companies. Because many factors that are unique to each individual company impact the amount
of future income taxes estimated to be paid, the use of a pre-tax measure is valuable when comparing companies based
on reserves. PV-10 is not a measure of the financial or operating performance under Generally Accepted Accounting
Principles (GAAP). PV-10 should not be considered as an alternative to the standardized measure as defined under
GAAP. We have included a reconciliation of the most directly comparable GAAP measure-after-tax discounted future
net cash flows.
Reconciliation of PV-10 to Standardized GAAP Measure
Average Henry Hub Price ($/MMBtu)(1)
Future Cash Inflows
Future Production Costs
Future Development Costs (including Abandonments)(2)
Future Net Cash Flows (pre-tax)
10% Discount Factor
PV-10 (Non-GAAP Measure)
Undiscounted Income Taxes
10% Discount Factor
Discounted Income Taxes
Standardized GAAP Measure(3)
___________
(1) Based on the average, first day-of-the-month price.
(2)
As of December 31,
2023
2022
2021
(Dollars in millions)
$
2.637 $
6.357 $ 3.598
$ 20,281 $ 54,714 $ 31,839
(8,247)
(10,225)
(8,515)
(1,736)
(2,234)
(1,903)
42,255
21,856
9,863
(27,754) (13,775)
(5,662)
8,081
14,501
4,201
(5,839)
(10,696)
(2,507)
3,640
6,958
1,416
(1,091)
(2,199)
(3,738)
3,110 $ 10,763 $ 5,882
$
Future development costs for 2023 include $535 million of plugging and abandonment costs and $210 million of
midstream and water infrastructure capital on an undiscounted pre-tax basis. On a PV-10 pre-tax discounted basis, these
amounts equate to $49 million and $173 million, respectively.
Future development costs for 2022 include $442 million of plugging and abandonment costs and $293 million of
midstream and water infrastructure capital on an undiscounted pre-tax basis. On a PV-10 pre-tax discounted basis, these
amounts equate to $8 million and $242 million, respectively.
Future development costs for 2021 include $406 million of plugging and abandonment costs and $235 million of
midstream and water infrastructure capital on an undiscounted pre-tax basis. On a PV-10 pre-tax discounted basis, these
amounts equate to $7 million and $198 million, respectively.
For additional information on our reserves, see Note 22 – Supplemental Gas Data (unaudited) to the Consolidated
Financial Statements in Item 8 of this Form 10-K.
(3)
9
Sales Volumes Produced
The following table sets forth net sales volumes produced for the periods indicated:
Natural Gas
Sales Volume (MMcf)
Shale
CBM
Other
Total
NGL*
Sales Volume (Mbbls)
Shale
Total
Oil and Condensate*
Sales Volume (Mbbls)
Shale
Other
Total
Total Sales Volume (MMcfe)
Shale
CBM
Other
Total**
For the Year
Ended December 31,
2023
2022
2021
473,828
40,598
242
514,668
496,614
43,733
349
540,696
502,184
49,570
234
551,988
7,410
7,410
6,333
6,333
5,976
5,976
203
3
206
240
6
246
396
4
400
519,503
40,598
265
560,366
536,050
43,733
386
580,169
540,413
49,570
265
590,248
*Oil, NGLs, and Condensate are converted to Mcfe at the rate of one barrel equals six Mcf based upon the approximate relative energy
content of oil and natural gas.
**See Part II. Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-K for a
breakdown of sales volume variances.
CNX expects 2024 annual sales volumes to be approximately 570-590 Bcfe (This includes approximately 15-18 Bcfe of
coal mine methane. See New Technologies below for more information).
10
Average Sales Price and Average Lifting Cost
The following table sets forth the total average sales price and the total average lifting cost for all of our natural gas and
NGL production for the periods indicated. Total lifting cost is the cost of raising gas to the gathering system and does not
include depreciation, depletion or amortization. See Part II. Item 7. “Management's Discussion and Analysis of Financial
Condition and Results of Operations” in this Form 10-K for a breakdown by segment.
For the Year
Ended December 31,
Average Sales Price - Gas (per Mcf)
Gain (Loss) on Commodity Derivative Instruments - Cash Settlement (per Mcf)
Average Sales Price - NGLs (per Mcfe)**
Average Sales Price - Oil/Condensate (per Mcfe)**
Total Average Sales Price (per Mcfe) Including Effect of Derivative Instruments
Total Average Sales Price (per Mcfe) Excluding Effect of Derivative Instruments
Average Lifting Costs Excluding Ad Valorem and Severance Taxes (per Mcfe)
Average Sales Price - NGLs (per Bbl)
Average Sales Price - Oil/Condensate (per Bbl)
2021
2023
2022
$ 2.20 $ 6.27 $ 3.55
$ 0.32 $ (3.35) $ (0.98)
$ 3.54 $ 6.36 $ 5.65
$ 10.98 $ 13.65 $ 9.39
$ 2.61 $ 3.17 $ 2.79
$ 2.32 $ 6.29 $ 3.70
$ 0.11 $ 0.11 $ 0.08
$ 21.24 $ 38.16 $ 33.90
$ 65.88 $ 81.90 $ 56.34
**Oil, NGLs, and Condensate are converted to Mcfe at the rate of one barrel equals six Mcf based upon the approximate relative energy
content of oil and natural gas.
Sales of NGLs, condensates and oil enhance our reported natural gas equivalent sales price. Across all volumes, when
excluding the impact of hedging, sales of liquids added $0.12 per Mcfe, $0.02 per Mcfe, and $0.15 per Mcfe for 2023, 2022,
and 2021, respectively, to average gas sales prices. CNX expects to continue to realize a liquids uplift benefit as additional
wells are turned-in-line, primarily in the liquid-rich areas of the Marcellus Shale. We continue to sell the majority of our NGLs
through the large midstream companies that process our natural gas. This approach allows us to take advantage of the
processors’ transportation efficiencies and diversified markets. CNX directly markets certain NGLs taken “in-kind” pursuant to
processing contracts that provide for the ability to take our NGLs “in-kind.” The processed purity products are ultimately sold
to industrial, commercial and petrochemical markets.
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. Reserves and production
estimates are believed to be sufficient to satisfy these obligations. In the past, we have delivered quantities required under these
contracts. CNX also enters into various financial natural gas swap transactions to manage the market risk exposure to in-basin
and out-of-basin pricing. These transactions exist parallel to the underlying physical transactions and represented approximately
420.3 Bcf of our total sales volumes for the year ended December 31, 2023 at an average price of $2.51 per Mcf. The notional
volumes associated with these gas swaps represented approximately 460.3 Bcf of our total sales volumes for the year ended
December 31, 2022 at an average price of $2.43 per Mcf. As of January 5, 2024, these physical and swap transactions represent
approximately 434.2 Bcf of our estimated 2024 production at an average price of $2.53 per Mcf, 375.1 Bcf of our estimated
2025 production at an average price of $2.41 per Mcf, 339.0 Bcf of our estimated 2026 production at an average price of
$2.53 per Mcf, and 216.2 Bcf of our estimated 2027 production at an average price of $3.35 per Mcf.
CNX's hedging strategy and information regarding derivative instruments used are outlined in Part II. Item 7A.
“Quantitative and Qualitative Disclosures About Market Risk” and in Note 19 – Derivative Instruments in the Notes to the
Audited Consolidated Financial Statements in Item 8 of this Form 10-K.
Midstream Gas Services
CNX designs, builds and operates natural gas gathering systems to move natural gas from the wellhead to interstate
pipelines or other local sales points. In addition, over time CNX has acquired extensive gathering assets through
acquisitions. CNX owns or operates approximately 2,700 miles of natural gas gathering pipelines as well as a number of natural
gas processing facilities.
11
CNX owns substantially all of its Shale gathering systems in Pennsylvania and West Virginia. With respect to CNX’s
Shale wells in Ohio, CNX primarily contracts with third-party gathering services. CNX also provides natural gas gathering
services to third parties.
CNX has developed a diversified portfolio of firm transportation capacity options to support its production. CNX plans to
selectively acquire firm capacity on an as-needed basis, while minimizing transportation costs and long-term financial
obligations. Optimization of our firm transportation portfolio may also include, from time to time and as appropriate, releasing
firm transportation to others. CNX also benefits from the strategic location of our primary production areas in southwestern
Pennsylvania, northern West Virginia and eastern Ohio. These areas are currently served by a large concentration of major
pipelines that provide CNX with access to major gas markets without the necessity of transporting our natural gas out of the
region. In addition to firm transportation capacity, CNX has developed a processing portfolio to support produced volumes
from its wet gas production areas and has the operational and contractual flexibility to potentially convert a portion of currently
processed wet gas volumes to be marketed as dry gas volumes, or vice-versa, as economically appropriate.
CNX has the advantage of having natural gas production from lower Btu wells in close proximity to higher Btu wells.
Separately, the low Btu natural gas and the high Btu natural gas may need processing in order to meet downstream pipeline
specifications. The geographic proximity and interconnected gathering system servicing these wells, however, allow CNX to
blend this gas together and in some cases eliminate the need for the costly processing of natural gas that does not meet pipeline
specification. This allows us more flexibility in bringing wells online at qualities that meet interstate pipeline specifications.
CNX also supplies turn-key solutions for water sourcing, delivery and disposal for our natural gas operations and supplies
solutions for water sourcing as well as delivery and disposal for third parties. In coordination with our midstream operations,
CNX works to develop solutions that coincide with our midstream operations to offer natural gas gathering and water delivery
solutions in one package to third parties.
Marketing
Substantially all of our natural gas is sold at market prices primarily under short-term sales contracts and is subject to
seasonal and general market price swings. The principal markets for our natural gas are in the Appalachian Basin where we sell
natural gas to gas marketers, industrial customers, local distribution companies, and power generation facilities. Our extensive
hedge position mitigates unpredictability in pricing on hedged volumes.
We also incur gathering, compression, processing, and transportation expenses to move our natural gas production from
the wellhead to our principal markets in the United States. Although we own midstream facilities, we also gather, process, and
transport our natural gas to market by utilizing pipelines and facilities owned by others where we have long-term contractual
capacity arrangements or use purchaser-owned capacity under both long-term and short-term sales contracts.
To date, we have not experienced significant difficulty in transporting or marketing our natural gas production as it
becomes available; however, there is no assurance that we will always be able to transport and market all of our production.
CNX expects natural gas to continue to be a significant contributor to the domestic electric generation mix in the long
term, as well as to fuel industrial growth in the U.S. economy. Continued demand for CNX's natural gas and the prices that
CNX obtains are affected by natural gas use in the production of electricity, pipeline capacity, weather, U.S. manufacturing and
the overall strength of the economy, environmental and government regulation, technological developments, the availability and
price of competing alternative fuel supplies, and national and regional supply and demand dynamics.
Natural Gas Competition
CNX gas operations are primarily located in the eastern United States, specifically the Appalachian Basin, which is highly
fragmented and not dominated by any single producer. We believe that competition among producers is based primarily on
acreage position, drilling and operating costs as well as pipeline transportation availability to the various markets. CNX
competes with other large producers, as well as a myriad of smaller producers and marketers. CNX also competes for pipeline
capacity and other services to deliver its products to customers.
New Technologies
CNX’s New Technologies efforts are rooted in the Company’s extensive legacy asset base and innovative tradition. They
currently represent what CNX views as a unique set of market opportunities in the areas of environmental attributes, proprietary
technology and derivative product development.
12
Environmental Attributes. CNX actively explores potential pathways to develop and qualify environmental attributes
under various programs. The environmental attributes that we generate and sell can include items such as (but are not limited
to): carbon credits, air quality credits, renewable or alternative energy credits, methane capture credits, methane performance
certificates, emission reductions, offsets and/or allowances. In the near term, we anticipate the majority of our New
Technologies’ earnings to result from CMM capture activities being monetized through the Pennsylvania Alternative Energy
Portfolio Standard (AEPS) program, other compliance programs, and sales to various voluntary market counterparties that
desire to purchase carbon offsets to be used towards their own emission reduction goals. We expect the annual volumes of
waste methane captured for 2024 that would qualify for these various programs to be approximately 15-18 Bcfe.
We continue to focus efforts on opportunities to grow both the volume and value of environmental attributes as a source
of future earnings. These new markets are volatile and have significant risk associated with eligibility, qualification and
compliance with applicable programs, changing market conditions, increased competition, as well as political and regulatory
risk. See Item 1A, “Risk Factors - We may be unable to qualify for existing federal and state level environmental attribute
credits and new markets for environmental attributes are currently volatile, and otherwise may not develop as quickly or
efficiently as we anticipate or at all.” for certain risks associated with environmental attributes.
Proprietary Technology. CNX is actively pursuing the commercialization of internally developed proprietary technologies
that seek to reduce both cost and emissions during various natural gas development phases. The ability to achieve commercial
success with these activities is dependent on, among other considerations, successful testing and validation of our technology
and future market adoption. To date, no revenue has been generated associated with these activities.
Derivative Products. CNX believes that using natural gas as a sustainable fuel source for high-emitting economic sectors
like transportation, manufacturing, and other industrial processes could dramatically reduce emissions footprints in those
sectors while creating new vertical markets for compressed natural gas (CNG) and liquefied natural gas (LNG), and help fast-
track the implementation of downstream products such as hydrogen and ammonia. As an active participant in West Virginia’s
pursuit of a regional hydrogen energy hub, CNX joined the Appalachian Regional Clean Hydrogen Hub (ARCH2) coalition in
2022. CNX brings local expertise, low-carbon technology capabilities, infrastructure, and carbon capture and storage (CCS)
skill sets to the coalition, which is composed of energy producers, end-users, infrastructure developers and technological
experts.
CNX expects capital expenditures associated with New Technologies and other emission reduction activities to be
between $5 million to $10 million in 2024. As mining progresses, new sources of waste methane are created every year
throughout our region, in addition to the currently unabated sources that exist from historical mining activity. Each of these
potential abatement opportunities represents a stand-alone discrete investment decision. While CNX will make new investments
each year to capture some of these unabated sources, currently available incentives do not provide sufficient economic
justification to significantly expand our activities. As such, we do not anticipate any major investments in new capture projects
until an alternate monetization pathway improves the economics of these projects.
Non-Core Mineral Assets and Surface Properties
CNX owns significant natural gas assets that are not in our short-term or medium-term development plans. We
continually explore the monetization of these non-core assets by means of sale, lease, contribution to joint ventures or a
combination of the foregoing in order to bring the value of these assets forward for the benefit of our shareholders. We also
control a significant amount of surface acreage. This surface acreage is valuable to us in the development of the gathering
system for our Shale production. We also derive value from this surface control by granting rights of way or development rights
to third parties.
Human Capital Management
As of December 31, 2023, CNX had 470 employees, which includes 47 employees directly attributable to our midstream
operations and 63 employees directly attributable to our CBM operations in Virginia. CNX is not a party to any collective
bargaining agreements. CNX recognizes that our future success depends on the expertise and services of our employees and is
firmly committed to the health and safety of not only our employees and service providers, but also the communities in which
CNX operates.
13
Training and Education. CNX employs a variety of initiatives dedicated to ensuring that our employee and contractor
workforce is appropriately trained and aligned on expectations regarding safety and environmental performance. These
programs utilize behavior-based techniques, which embrace a collaboration between management, employees, and the service
provider workforce to continually focus attention and actions on appropriate daily safety behaviors. This is accomplished
through an evergreen approach, with consistent evaluation and adaptation for workforce, safety, and business objectives.
Fundamentally, daily on-site safety meetings, job safety analyses (JSA) and the universal expectation for any employee or
contractor to stop work if a risk is identified combine to enforce our cultural focus on Health, Safety, and Environmental (HSE)
awareness, also known as Operational Excellence. Accountability is an expectation at all levels of the Company—from
individual contributors and service providers to management and executive leadership. In addition to continual analysis and
assessment, CNX empowers its employees and contractors to take corrective action or stop work immediately if adverse safety
or environmental conditions are identified. CNX expects all of its employees and service providers to meet the training
requirements outlined by the Occupational Safety and Health Administration (OSHA), and all other appropriate regulatory
entities, and to always conduct our daily business consistent with our core values of Responsibility, Ownership and Excellence.
CNX also provides the opportunity for all employees to obtain certification in First Aid, CPR, and AED administration. The
Company’s safety training content is published on its corporate website to afford service providers ready access to CNX’s
expectation of individual empowerment and accountability.
Diversity and Inclusion. CNX values diversity throughout the organization. The Company believes that a diverse, talented
team working together in an inclusive culture is key to achieving long-term goals. CNX prioritizes diversity within recruiting
and hiring practices and believes in cultivating a culture sensitive to the importance of diversity in the workplace. In addition,
the Company’s Diversity & Inclusion Advisory Council (D&I Council) and cross-training rotational program for diverse
employees augment the Company’s broader talent management and diversity goals. The D&I Council hosts/facilitates multiple
events throughout the year to create awareness and training opportunities focused on a variety of topics. These events allow
employees to be exposed to cultural experiences of individuals with identities that may be different from their own and gives
them the opportunity to learn how others may experience the same workplace in very different ways.
Employee Attraction and Retention. CNX recognizes the importance of attracting and retaining top talent to help drive the
Company’s strategy forward. The Company is committed to attracting, developing, engaging, retaining, and rewarding a
diverse team of highly skilled individuals dedicated to accountability, fairness, and respect. The continued success of CNX is
not only contingent upon seeking out the best possible candidates, but, more importantly, retaining and developing the
Company’s existing talent. CNX is proud to offer opportunities for employees to improve their skills and help achieve
individual career goals, including continuing education assistance and professional development for employees pursuing
advanced education, certifications, or skill building. Goal attainment and outstanding achievements contribute to the year-end
discretionary incentive pay awarded to employees that perform above expectations.
Quality Management Systems. CNX is committed to fostering a culture of accountability and continuous improvement
through the utilization of a Quality Management System (QMS), which strengthens accountability across the enterprise, and
reinforces our core values of Responsibility, Ownership, and Excellence. QMS provides all employees, visitors, contractors and
subcontractors who operate on our behalf with a practical, easily accessible system that defines clear expectations,
responsibilities and standards that provide the basis of accountability for quality and excellence in all aspects of our business.
QMS allows for continual identification, development of documentation control, and standardization of all processes and
procedures throughout the organization. The elements of health, safety, environmental and quality control are housed in a
unified system that allows for widespread utilization and measurement. CNX has formalized our approach in these areas to
deliver results that are consistently safe, predictable and environmentally responsible. CNX conducts regular internal and
external audits to ensure compliance, adherence to best-in-class processes and continuous improvement, as we relentlessly
strive to be the most responsible and efficient operator in the industry. CNX’s management expectation is that QMS will serve
as the platform through which the senior leadership manages and measures excellence in all operational aspects.
Health and Safety. No job or activity is considered a success if CNX compromises the safety of its employees and
contractors. CNX employs stop work empowerment, where every person working at CNX locations is empowered to stop work
if they feel there is a safety risk to themselves or others. This empowerment approach is reactive, when necessary, but also
includes proactive measures such as procedural enhancements and communication. CNX further promotes empowerment
through its CNX Hazard Training compliance, and verification of contractor training and short service employee program. Our
safety professionals provide support throughout all phases of operation with education, training, policy development, audits and
emergency preparedness and response. The evaluation of our health and safety performance is an ongoing, daily discussion,
with key performance indicators being regularly monitored and analyzed for trends across operations. As trends are identified,
CNX utilizes the information to amend policies, training and company-wide communication. CNX’s hybrid approach, where
the traditional safety group is merged with an operational field compliance team, forms the Operational Excellence department.
The Operational Excellence department falls under the direction of the Chief Operating Officer. The Environmental, Safety and
14
Corporate Responsibility (ESCR) Committee of the Board of Directors is kept apprised of quality, health, safety, and
environmental related matters as needed and with monthly updates and quarterly meetings. CNX employs safety, health,
compliance, and quality professionals with a variety of certifications such as an Occupational Health Nurse, Emergency
Medical Technicians, Certified Safety Professionals, Certified Welding Inspectors, and Certified Piping Inspectors.
Emergency Preparedness and Response. Emergency response plans are developed for all CNX locations and operations.
The plans are reviewed for effectiveness biannually and are communicated to affected employees through safety meetings and
training. Drills and mock emergency exercises are conducted to ensure all employees understand their roles and responsibilities
during an actual event. These exercises range from tabletop exercises to internal drills, up to and including events involving
external resources. CNX actively engages with local municipalities and emergency responders to ensure they are aware of our
planned activities. This helps to familiarize emergency response resources with CNX personnel, facilities and operations. This
proactive approach gives emergency responders the opportunity to ask questions and understand CNX protocols, so they are
prepared in the case of an emergency.
Industry Segments
Financial information concerning industry segments, as defined by GAAP, for the years ended December 31, 2023, 2022
and 2021 is included in Note 21 – Segment Information in the Notes to the Audited Consolidated Financial Statements in Item
8 of this Form 10-K and is incorporated herein by reference.
Laws and Regulations
General
Our operations are subject to various federal, state and local laws and regulations, with a heavy emphasis placed on
compliance with environmental laws and regulations, which cover virtually every aspect of our operations including, among
other things: transportation and use of public roads; construction of well pads, impoundments, tanks and roads; pooling and
unitizations; water withdrawal and procurement for well stimulation purposes; well drilling, casing and hydraulic fracturing;
stormwater management; well production; well plugging; venting or flaring of natural gas; pipeline construction and the
compression and transmission of natural gas and liquids; reclamation and restoration of properties after natural gas operations
are completed; handling, storage, transportation, treatment and disposal of materials used or generated by natural gas
operations; the calculation, reporting and payment of taxes on gas production; and gathering of natural gas production. In
addition to various laws and regulations governing our natural gas operations, CNX is also subject to laws and regulations with
respect to our employees, including health and safety regulations, those relating to our status as a public company, and those
governing our participation in derivative markets. Further, our customers, including those in the electric power generation
industry, are themselves subject to extensive regulation, including environmental impact.
CNX endeavors to conduct our natural gas and midstream operations in compliance with all applicable federal, state and
local laws and regulations. However, because of extensive and comprehensive regulatory requirements against a backdrop of
variable geologic and seasonal conditions, exceedances and violations of permits and other regulatory requirements during
operations can and do occur. Such exceedances and violations generally result in fines or penalties but could also result in
operational changes and/or make it more difficult for us to obtain necessary permits in the future. The possibility exists that new
legislation or regulations may be adopted which would have a significant impact on our operations or on our customers' ability
to use our natural gas and may require us or our customers to change our or their operations significantly or incur substantial
costs. See “Risk Factors -- 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” for additional discussion
regarding additional laws and regulations affecting our business, operations and industry.
The Company anticipates that compliance with existing laws and regulations governing the Company and its current
operations will not have a material adverse effect upon its capital expenditures, earnings or competitive position. Additional
proposals that affect the oil and natural gas industry are regularly considered by Congress, the states, local governments,
regulatory agencies and the courts. The Company cannot predict when or whether any such proposals may become effective or
the effect that such proposals may have on the Company.
Environmental Laws
Many of the laws and regulations governing our operations are state-level environmental laws and regulations, which vary
according to the state where CNX is operating. Our natural gas and midstream operations are also subject to numerous federal
environmental laws and regulations.
15
In addition to routine reviews and inspections by regulators to confirm compliance with applicable regulatory and permit
requirements, CNX has established protocols for ongoing assessments to identify potential environmental exposures. These
assessments take into account industry and internal best management practices and evaluate compliance with laws and
regulations, and applicable permits, and include reviews of our third-party service providers, including, for instance, waste
management transporters and related facilities.
Hydraulic Fracturing Activities. Hydraulic fracturing is typically regulated by state oil and natural gas commissions and
similar agencies; however, the U.S. Environmental Protection Agency (EPA) has asserted certain regulatory authority over
hydraulic fracturing and has moved forward with various regulatory actions, including regulations requiring green completions
for hydraulically fractured wells. In addition, the EPA in 2014 disclosed its intent to develop regulations to require companies
to disclose information regarding the chemicals used in hydraulic fracturing. Some states, including states in which CNX
operates, have adopted regulations that could impose more stringent disclosure and/or well construction requirements on
hydraulic fracturing operations, or otherwise seek to ban some or all of these activities. Additionally, these and other federal
requirements and proposals may be subject to further development, review and revision by the EPA.
Scrutiny of hydraulic fracturing activities also continues in other ways at the federal and local levels. For example, in June
2015, the EPA issued its draft report on the potential impacts of hydraulic fracturing on drinking water and groundwater. The
draft report found no systemic negative impacts from hydraulic fracturing. In December 2016, the EPA released its final report
on the impacts of hydraulic fracturing on drinking water. While the language was changed and included the possibility of
negative impacts from hydraulic fracturing, it also included the guidance to industry and regulators on how the process can be
performed. CNX cannot predict whether any other legislation or regulations will be enacted and, if so, what its provisions will
be.
Clean Air Act. The federal Clean Air Act and corresponding state laws and regulations regulate air emissions primarily
through permitting and/or emissions control requirements. This affects natural gas production and processing operations.
Various activities in our operations are subject to air quality regulation, including pipeline compression, venting and flaring of
natural gas, and hydraulic fracturing and completion processes, as well as fugitive emissions from operations. CNX obtains
permits, typically from state or local authorities, to conduct these activities. Additionally, CNX is required to obtain pre-
approval for construction or modification of certain facilities, to meet stringent air permit requirements, or to use specific
equipment, technologies or best management practices to control emissions. Further, some states and the federal government
have proposed that emissions from certain proximate and related sources should be aggregated to provide for regulation and
permitting of a single, major source. Federal and state governmental agencies continue to investigate the potential for emissions
from oil and natural gas activities and further regulation could increase our cost or temporarily restrict our ability to produce.
For example, the EPA sets National Ambient Air Quality Standards for certain pollutants and changes to such standards could
cause us to make additional capital expenditures or alter our business operations in some manner. See “Risk Factors - Climate
change risk, legislation, litigation and regulation of greenhouse gas emissions at the federal or state level may increase our
operating costs and reduce the value of our natural gas assets” for additional discussion regarding certain laws and regulations
related to air emissions and related matters.
Clean Water Act. The federal Clean Water Act (CWA) and corresponding state laws affect our natural gas operations by
regulating storm water or other regulated substance discharges, including pollutants, erosion, sediment and spills and releases of
oil, brine and other substances, into surface waters (and under some state statutory schemes groundwater) and in certain
instances imposing requirements to dispose of produced wastes and other oil and natural gas wastes at approved disposal
facilities. The discharge of pollutants into jurisdictional waters is prohibited, except in accordance with the terms of a permit
issued by the EPA, the U.S. Army Corps of Engineers, or a delegated state agency. These permits require regular monitoring
and compliance with effluent limitations and reporting requirements and govern the discharge of pollutants into regulated
waters. Federal and state regulatory agencies can impose administrative, civil and/or criminal penalties for non-compliance with
discharge permits or other requirements of the CWA and analogous state laws and regulations. See “Risk Factors -
Environmental regulations can increase costs and introduce uncertainty that could adversely impact the market for natural gas
with potential short and long-term liabilities” for additional discussion regarding certain laws and regulations related to clean
water, the disposal or use of water and related matters.
Endangered Species Act. The Endangered Species Act and related state laws and regulations protect plant and animal
species that are threatened or endangered. Some of our operations are located in areas that are or may be designated as protected
habitats for endangered or threatened species, including the Northern Long-Eared and Indiana bats, which has a seasonal impact
on our construction activities and operations. New or additional species that may be identified as requiring protection or
consideration may lead to delays in permits and/or other restrictions on construction and development.
16
Safety of Gas Transmission and Gathering Pipelines. Natural gas pipelines serving our operations are subject to regulation
by the U.S. Department of Transportation’s Pipeline and Hazardous Materials Safety Administration (PHMSA) pursuant to the
Natural Gas Pipeline Safety Act of 1968, (NGPSA), as amended by the Pipeline Safety Act of 1992, the Accountable Pipeline
Safety and Partnership Act of 1996, the Pipeline Safety Improvement Act of 2002 (PSIA), the Pipeline Inspection, Protection,
Enforcement and Safety Act of 2006 and the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011. The NGPSA
regulates safety requirements in the design, construction, operation and maintenance of natural gas pipeline facilities, while the
PSIA establishes mandatory inspections for all U.S. oil and natural gas transmission pipelines in high-consequence areas.
Additionally, certain states, such as West Virginia, also maintain jurisdiction over intrastate natural gas lines. These statutes and
related regulations may be revised or amended which may lead to additional safety requirements. See “Risk Factors -- CNX
may incur significant costs and liabilities as a result of pipeline operations and/or increases in the regulation of natural gas
pipelines and gathering facilities” for additional discussion regarding gas transmission and gathering pipelines.
Resource Conservation and Recovery Act. The federal Resource Conservation and Recovery Act (RCRA) and
corresponding state laws and regulations affect natural gas operations by imposing requirements for the management, treatment,
storage and disposal of hazardous and non-hazardous wastes, including wastes generated by natural gas operations. Facilities at
which hazardous wastes have been treated, stored or disposed of are subject to corrective action orders issued by the EPA that
could adversely affect our financial results, financial condition and cash flows. On December 28, 2016 the EPA entered into a
consent order to resolve outstanding litigation brought by environmental and citizen groups regarding the applicability of
RCRA to wastes from oil and gas development activities. In April 2019, the EPA issued a report pursuant to the consent order
concluding that revisions to the federal regulations for the management of exploration and production wastes under RCRA were
not necessary at the time the report was issued. Many state governments have specific regulations and guidance for exploration
and production wastes. CNX cannot predict whether the EPA may change its conclusion at some point, or whether any other
legislation or regulations will be enacted at a federal or state level and if so, what its provisions will be.
Other Laws and Regulations
Federal Energy Regulatory Commission. Regulations and orders issued by the Federal Energy Regulatory Commission
(FERC) impact our natural gas business to a certain degree. Although the FERC does not currently directly regulate our natural
gas production activities, the FERC has stated that it intends for certain of its orders to foster increased competition within all
phases of the natural gas industry. Additionally, the FERC has jurisdiction over the transportation of natural gas in interstate
commerce, and regulates the terms, conditions of service and rates for the interstate transportation of our natural gas production.
The FERC possesses regulatory oversight over natural gas markets, including anti-market manipulation regulation. The FERC
has the ability to assess civil penalties, order disgorgement of profits and recommend criminal penalties for violations of the
Natural Gas Act or the FERC’s regulations and policies thereunder.
Section 1(b) of the Natural Gas Act exempts natural gas gathering facilities from regulation by the FERC. However, the
distinction between federally unregulated gathering facilities and FERC-regulated transmission facilities is a fact-based
determination, and the classification of such facilities may be the subject of dispute and, potentially, litigation. CNX owns
certain natural gas pipeline facilities that CNX believes meet the traditional tests used to establish a pipeline's status as a
gatherer not subject to FERC jurisdiction.
Natural gas prices are currently unregulated, but Congress historically has been active in the area of natural gas regulation.
CNX cannot predict whether new legislation to regulate natural gas sales might be enacted in the future or what effect, if any,
any such legislation might have on our operations.
Occupational Safety and Health Act. Our natural gas operations are subject to regulation under the federal Occupational
Safety and Health Act (OSHA) and comparable state laws in some states, all of which regulate health and safety of employees
at our natural gas operations. Additionally, OSHA's hazardous communication standard, the EPA community right-to-know
regulations under Title III of the federal Superfund Amendment and Reauthorization Act and comparable state laws and
regulations require that information be maintained about hazardous materials used or produced by our natural gas operations
and that this information be provided to employees, state and local governments and the public.
Climate Change Laws and Regulations. Climate change continues to be an area of legislative and regulatory focus. There
are a number of proposed and final laws and regulations intended to limit or increase disclosure or transparency with respect to
greenhouse gas emissions, and proposed regulations that restrict emissions or require more stringent reporting could increase
our costs should the requirements necessitate the installation of new equipment or the purchase of emission credits or
allowances. These laws and regulations could also impact our customers, including the electric generation industry, by making
alternative sources of energy more competitive. Additional regulation could also lead to permitting delays and additional
monitoring and administrative requirements, with commensurate impacts on electricity generating operations. See “Risk
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Factors - Climate change risk, legislation, litigation and regulation of greenhouse gas emissions at the federal or state level
may increase our operating costs and reduce the value of our natural gas assets” for additional discussion regarding certain
laws and regulations related to climate change, greenhouse gas and related matters.
Real Estate and Title Regulations. CNX acquires ownership or leasehold rights to oil and natural gas properties prior to
conducting operations on those properties. The legal requirements of such ownership or leasehold rights generally are
established by state statutory or common law. As is customary in the natural gas industry, CNX has generally conducted only a
summary review of the title to oil and gas rights that are not yet in our development plans, but which CNX believes it controls.
This summary review is conducted at the time of acquisition or as part of a review of our land records. Prior to the
commencement of development operations on natural gas and CBM properties, CNX conducts a thorough title examination and
performs curative work with respect to significant title defects. Our discovering title defects which CNX is unable to cure may
adversely impact our ability to develop those properties and CNX may have to reduce our estimated gas reserves including our
proved undeveloped reserves. In accordance with the foregoing, CNX has completed title work on substantially all of our
natural gas and CBM properties that are currently producing and believes that CNX has satisfactory title to our producing
properties in accordance with standards generally accepted in the industry. See “Risk Factors - CNX may incur losses as a
result of title defects in the properties in which CNX invests or the loss of certain leasehold or other rights related to our
midstream activities.”
Financial and Derivatives Regulations. In 2010, Congress adopted comprehensive financial reform legislation that
established federal oversight and regulation of the OTC derivative market and entities, such as the Company, which participate
in that market. This legislation, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act),
required the CFTC, the SEC and other regulatory agencies to promulgate rules and regulations implementing this legislation.
The CFTC has adopted and implemented final rules that impose regulatory obligations on all market participants, including the
Company, such as recordkeeping, certain reporting obligations and other regulations relevant to natural gas hedging activities.
However, it is still not possible at this time to predict the full extent of the impact of the regulations on the Company's hedging
program or regulatory compliance obligations. See “Risk Factors- Our hedging activities may prevent us from benefiting from
price increases and may expose us to other risks.”
Available Information
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to
reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act, are filed with the Securities and Exchange Commission
(the SEC). CNX is subject to the informational requirements of the Exchange Act, and we file or furnish reports, proxy
statements and other information with the SEC. Such reports and other information CNX files with the SEC are available free
of charge at our website www.cnx.com as soon as reasonably practicable after such reports and other information are filed with
or furnished to the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC at www.sec.gov. CNX periodically provides other
information for investors on its corporate website, including press releases and other information about financial performance,
information on corporate governance and presentations. Our references to website URLs are intended to be inactive textual
references only. The information found on, or that can be accessed from or that is hyperlinked to, our website does not
constitute part of, and is not incorporated into, this Form 10-K.
Information About Our Executive Officers
Incorporated by reference into this Part I is the information set forth in Part III. Item 10 under the caption “Information
About Our Executive Officers” (included herein pursuant to Item 401(b) of Regulation S-K).
Risk Factors Summary
The following is a summary of the principal risks that could adversely affect our business, operations and financial results.
Please refer to Item 1A “Risk Factors” of this Form 10-K below for additional discussion of the risks summarized in this Risk
Factors Summary.
Risks Related to Economic Conditions and our Industry
•
Prices for natural gas and NGLs are volatile and can fluctuate widely based upon a number of factors beyond our
control, including supply and demand for our products.
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If natural gas prices decrease or operational efforts are unsuccessful, CNX may be required to record write-downs of
the quantity and value of our proved natural gas properties.
Competition and consolidation within the natural gas industry may adversely affect our ability to sell our products and
midstream services or other parts of the business.
Deterioration in the economic conditions in any of the industries in which our customers or their customers operate, a
domestic or worldwide financial downturn, or negative credit market conditions may have a material adverse effect on
our liquidity, results of operations, business and financial condition that CNX cannot predict.
Our 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 could have an adverse effect on our operations,
financial results or stock price.
Events beyond our control, including a global or domestic health crisis or global instability and actual and threatened
geopolitical conflict, may result in unexpected adverse operating and financial results.
Increasing attention to environmental, social and governance (ESG) matters may adversely impact our business.
Risks Related to our Business Operations
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Our dependence on third party pipeline and processing systems could adversely affect our operations and limit sales of
our natural gas and NGLs as a result of disruptions, capacity constraints, proximity issues or decreases in availability
of pipelines or other midstream facilities.
Uncertainties exist in the estimation of economical recovery of natural gas reserves.
Developing, producing and operating natural gas wells is subject to operating risks and hazards that could increase
expenses, decrease our production levels and expose us to losses or liabilities that may not be fully covered under our
insurance policies.
Our identified development locations are scheduled over multiple future years, making them susceptible to
uncertainties that could materially alter the occurrence or timing of their actual development.
Our exploration and development projects and midstream development require substantial capital expenditures and are
subject to regulatory, environmental, political, legal and economic risks and if CNX fails to generate sufficient cash
flow, obtain required capital or financing on satisfactory terms or respond to regulatory and political developments,
our natural gas reserves may decline, and our operations and financial results may suffer.
CNX may not be able to obtain required personnel, services, equipment, parts and raw materials in a timely manner, in
sufficient quantities or at reasonable costs to support our operations.
If CNX cannot find adequate sources of water for our use or if CNX is unable to dispose of or recycle water produced
from our operations at a reasonable cost and within applicable environmental rules, our ability to produce natural gas
economically and in sufficient quantities could be impaired.
Failure to successfully replace our current natural gas reserves through economic development of our existing or
acquired undeveloped assets or through acquisition of additional producing assets, would lead to a decline in our
natural gas, NGL and oil production levels and reserves.
CNX may incur losses as a result of title defects in the properties in which CNX invests or the loss of certain leasehold
or other rights related to our midstream activities.
Legal, Environmental and Regulatory Risks
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Climate change risk, legislation, litigation and regulation of greenhouse gas emissions at the federal or state level may
increase our operating costs and reduce the value of our natural gas assets.
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.
CNX may incur significant costs and liabilities as a result of pipeline operations and/or increases in the regulation of
natural gas pipelines and midstream facilities.
Changes in federal or state tax laws focused on natural gas exploration and development could cause our financial
position and profitability to deteriorate.
Our future tax liability may be greater than expected if our net operating loss carryforwards are limited, CNX does not
generate expected deductions, or tax authorities challenge certain of our tax positions.
• We may be unable to qualify for existing federal and state level environmental attribute credits and new markets for
environmental attributes are currently volatile, and otherwise may not develop as quickly or efficiently as we anticipate
or at all.
CNX and its subsidiaries are subject to various legal proceedings and investigations, which may have an adverse effect
on our business.
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Financing, Investment and Indebtedness Risks
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Our current long-term debt obligations, the terms of the agreements that govern that debt, and the risks associated
therewith, could adversely affect our business, financial condition, liquidity and results of operations.
Our borrowing base under our revolving credit facility could decrease for a variety of reasons including lower natural
gas prices, declines in natural gas reserves, asset sales and lending requirements or regulations.
The capped call transactions may affect the value of the Convertible Notes and our common stock, and subject CNX to
counterparty performance risk.
Conversion of the Convertible Notes may dilute the ownership interest of existing stockholders or may otherwise
depress the price of our common stock.
CNX may be unable to raise the funds necessary to repurchase the Convertible Notes for cash following a fundamental
change, or to pay any cash amounts due upon conversion, and our other indebtedness may impact our ability to
repurchase the Convertible Notes or pay cash upon their conversion.
The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition
and operating results.
Provisions of our unsecured debt agreements, including the Convertible Notes, could delay or prevent an otherwise
beneficial takeover of us.
Risks Related to Strategic Transactions
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Strategic determinations, including the allocation of capital and other resources to strategic opportunities, are subject to
risk and uncertainties, and our failure to appropriately allocate capital and resources among our strategic opportunities
may adversely affect our financial condition.
CNX does not completely control the timing of any divestitures that CNX may engage in, and they may not provide
anticipated benefits.
There is no guarantee that CNX 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.
CNX may operate a portion of our business with one or more joint venture partners or in circumstances where CNX is
not the operator, which may restrict our operational and corporate flexibility.
In connection with the separation of our coal business, CONSOL Energy has agreed to indemnify us for certain
liabilities, and we have agreed to indemnify CONSOL Energy for certain liabilities.
Other General Risks
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Cyber-incidents targeting our systems, oil and natural gas industry systems and infrastructure, or the systems of our
third-party service providers could materially adversely affect our business, financial condition or results of operations.
Terrorist activities could materially adversely affect our business and results of operations.
ITEM 1A.
Risk Factors
Investment in our securities is subject to various risks, including risks and uncertainties inherent in our business. In
addition to the other information contained in this Form 10-K, the following risk factors related to our industry, business,
operations, financial position and performance should be considered in evaluating our Company. If any of the following risks
were to occur, it could negatively impact our Company and cause an investment in our securities to decline in value.
Risks Related to Economic Conditions and our Industry
Prices for natural gas and NGLs are volatile and can fluctuate widely based upon a number of factors beyond our control,
including supply and demand for our products. An extended decline in the prices CNX receives for our natural gas and
NGLs will adversely affect our business, operating results, financial condition and cash flows.
Our financial results are significantly affected by the prices we receive for our natural gas and NGLs (which includes oil
and condensate). Natural gas and NGL pricing is very volatile and can fluctuate widely based upon supply from energy
producers relative to demand for these products and other factors beyond our control. In particular, the U.S. natural gas industry
faces oversupply due to the success of domestic Shale development, associated natural gas produced by oil producers, other
North American Shale gas plays, and an outpacing of demand that impact domestic pricing. This oversupply of natural gas,
beginning in 2012, has resulted in depressed domestic prices for most of that period. Development has continued in these plays,
despite these lower gas prices, as producers continue to become more efficient. Evidence of volatility was present during 2022
and 2023 as natural gas prices spiked in the first half of 2022 due to lower domestic production, lower storage levels, and
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increased LNG export demand, but thereafter retreated to the depressed prices that we have witnessed over the past ten years.
CNX expects continued volatility of natural gas prices in the future.
Our producing properties are geographically concentrated in the Appalachian Basin, which exacerbates the impact of
regional supply and demand factors on our business, including the pricing of our natural gas. Not all of the natural gas produced
in this region can be consumed by regional demand and must, therefore, be exported to other regions, which causes natural gas
produced and sold locally to be priced at a discount to many other market hubs, such as the benchmark Henry Hub price. This
discount, or negative basis, to the Henry Hub price is forecasted to continue in future years for all Appalachian Basin producers.
While new interstate pipeline projects could reduce this discount, it could increase further if production in the basin continues to
grow and projects to move natural gas out of the basin are cancelled, delayed or denied for any reason, such as permitting and
regulatory issues or environmental lawsuits. For example, in July 2020, the Atlantic Coast Pipeline project, which was designed
to move produced natural gas out of the northeast, was cancelled by its partners after nearly six years of work; and the
Mountain Valley Pipeline, which is to move produced natural gas from northwestern West Virginia through southern Virginia
and into North Carolina, has experienced numerous delays.
Our development plans and operations also include some activity in areas of Shale formations that may also contain
NGLs. The price for NGLs is also volatile for reasons similar to those described above for natural gas. Although the Company
is able to hedge natural gas benchmarks and local basis differentials, it generally does not hedge its relatively minor quantities
of NGLs. In addition, similar to natural gas, increased drilling activity by third parties in formations containing NGLs may lead
to a decline in the price CNX receives for our NGLs. International demand and storage levels also affect NGL prices. Further,
an oversupply of NGLs in the local markets where CNX operates requires excess NGLs to be transported out of our region and
into the broader market, including international exports. NGLs are transported by a variety of methods, including pipeline, rail,
and truck. Any disruption in those means of transportation could have a further detrimental impact on the price CNX receives
for our NGLs. Our results of operations may be adversely affected by a depressed level of, or downward fluctuations in the
price for NGLs.
Apart from issues with respect to the supply of products CNX produces, demand can fluctuate widely due to a number of
matters beyond our control, including:
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weather conditions in our markets that affect the demand for natural gas;
changes in the consumption pattern of industrial consumers, electricity generators and residential users of electricity
and natural gas;
with respect to natural gas, the price and availability of alternative fuel sources used by electricity generators;
technological advances affecting energy consumption and conservation measures reducing demand;
the costs, availability and capacity of transportation infrastructure;
proximity and capacity of natural gas pipelines and other transportation facilities;
changes in levels of international demand and tariffs associated with international export; and
the impact of domestic and foreign governmental laws and regulations, including environmental and climate change
regulations and delays.
Lack of market demand could result in temporarily shut-in wells due to low commodity prices and it is possible that some
of our wells may be shut-in in the future or sales terms may be less favorable than might otherwise be obtained should demand
for our products decrease and/or prices decrease.
If natural gas prices decrease or operational efforts are unsuccessful, CNX may be required to record write-downs of the
quantity and value of our proved natural gas properties. Additionally, changes in assumptions impacting management’s
estimates of future financial results as well as other assumptions related to the Company's stock price, weighted-average cost
of capital, terminal growth rates and industry multiples, could cause goodwill and other intangible assets CNX holds to
become impaired and result in material non-cash charges to earnings.
Lower natural gas prices or wells that produce less than expected quantities of natural gas, have in the past and may in the
future reduce the amount of natural gas that CNX can produce economically. This results in our having to make substantial
downward adjustments to our estimated proved reserves. When this occurs, or when our estimates of development costs
increase, production data factors change or our exploration results deteriorate, accounting rules require us to write down, as a
non-cash charge to earnings, the carrying value of our natural gas properties. CNX is required to perform impairment tests on
our assets at least annually or whenever events or changes in circumstances lead to a reduction of the estimated useful life or
estimated future cash flows that would indicate that the carrying amount may not be recoverable, indicate a potential
impairment in the carrying value of goodwill or intangible assets as defined by GAAP, or whenever development plans change
with respect to those assets. In the past CNX has had to record an impairment charge related to certain assets and CNX may
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incur impairment charges in the future, which could have an adverse effect on our results of operations in the period taken.
There were no impairments for the years ended December 31, 2023, 2022 and 2021.
Future acquisitions may lead to the acquisition of additional goodwill or other intangible assets. At least annually, or
whenever events or changes in circumstances indicate a potential impairment in the carrying value as defined by GAAP, CNX
will evaluate this goodwill and other intangible assets for impairment by first assessing qualitative factors to determine whether
the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the
reporting unit is less than the carrying amount. Estimated fair values could change if, for example, there are changes in the
business climate, unanticipated changes in the competitive environment, adverse legal or regulatory actions or developments,
changes in capital structure, cost of debt, interest rates, capital expenditure levels, operating cash flows, or market
capitalization. The future impairment of these assets could require material non-cash charges to our results of operations, which
could materially adversely affect our reported earnings and results of operations for the affected periods.
Competition and consolidation within the natural gas industry may adversely affect our ability to sell our products and
midstream services or other parts of the business. Increased competition or a loss of our competitive position can adversely
affect our sales of, or our prices for, our products, which can impair our profitability.
The natural gas, exploration, production and midstream industries are intensely competitive with companies from various
regions of the United States, and increasingly face competition in international markets. The industry has been experiencing
increased competitive pressures as a result of both consolidation within the exploration and production space, along with the
continued competition from stand-alone midstream companies. Midstream, transmission and processing consolidation in the
industry could lead to a less competitive environment for CNX to find partners for projects needed to support development,
which could increase costs. Many of the companies with which CNX competes are larger and have more resources to deploy,
and if CNX were unable to compete, our company, our operating results, financial position or other parts of the business may be
adversely affected. In addition, CNX competes with larger companies to acquire new natural gas properties for future
exploration, limiting our ability to replace the natural gas CNX produces or to grow our production. There is also increased
competition within the industry as a result of oil-focused drilling, where natural gas is produced as an ancillary byproduct and
may be sold at prices below market. Some of such “byproduct” gas could be transported to our key markets, thereby affecting
regional supply. The industry also faces competition from alternative energy sources. The highly competitive environment in
which CNX operates may negatively impact our ability to acquire additional properties at prices or upon terms CNX views as
favorable. Any reduction in our ability to compete in current or future natural gas markets could materially adversely affect our
business, financial condition, results of operations and cash flows.
In addition, potential third-party customers who are significant producers of natural gas and condensate may develop their
own midstream systems in lieu of using our systems. All of these competitive pressures could materially adversely affect our
business, results of operations, financial condition and cash flows.
Deterioration in the economic conditions in any of the industries in which our customers and their customers operate, a
domestic or worldwide financial downturn, or negative credit market conditions can have a material adverse effect on our
liquidity, results of operations, business and financial condition that CNX cannot predict.
Economic conditions in a number of industries in which our customers and their customers operate, such as electric power
generation, have experienced substantial deterioration in the past, resulting in reduced demand for natural gas. Renewed or
continued weakness in the economic conditions of any of the industries CNX serves or that are served by our customers, or the
increased focus by markets on carbon-neutrality or alternative energy sources, could adversely affect our business, financial
condition, results of operation and liquidity in a number of ways. For example:
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demand for natural gas and electricity in the United States is impacted by industrial production, which if weakened
would negatively impact the revenues, margins and profitability of our natural gas business;
a decrease in international demand for natural gas or NGLs produced in the United States could adversely affect the
pricing for such products, which could adversely affect our results of operations and liquidity;
the tightening of credit or lack of credit availability to our customers could adversely affect our liquidity, as our ability
to receive payment for our products sold and delivered depends on the continued creditworthiness of our customers;
our ability to refinance our existing senior notes may be limited and the terms on which we are able to do so may be
less favorable to us depending on the strength of the capital markets or our credit ratings;
our ability to access the capital markets may be restricted at a time when CNX would like, or need, to raise capital for
our business including for exploration and/or development of our natural gas reserves;
increased capital markets scrutiny of E&P companies leading to increased costs of capital or lack of credit availability;
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a decline in our creditworthiness may require us to post letters of credit, cash collateral, or surety bonds to secure
certain obligations, all of which would have an adverse effect on our liquidity; and
increased inflationary pressure in the broader macro-economic environment may impact our business by increasing
costs and tightening the supply of critical goods and services needed to support our operations.
In addition, the repercussions of the coronavirus (COVID-19) pandemic, and the governments’ response thereto,
materially and adversely impacted many businesses, industries and economies. For further detail regarding the risks to our
business resulting from COVID-19 or a similar or separate pandemic, see the Risk Factor titled “Events beyond our control,
including a global or domestic health crisis or global instability and actual and threatened geopolitical conflict, may result in
unexpected adverse operating and financial results.”
Our hedging activities may prevent us from benefiting from price increases and may expose us to other risks.
To manage our exposure to fluctuations in the price of natural gas, CNX enters into hedging arrangements with respect to
a portion of our expected production. As of January 5, 2024, CNX expects these transactions will represent
approximately 434.2 Bcf of our estimated 2024 production at an average price of $2.53 per Mcf, 375.1 Bcf of our estimated
2025 production at an average price of $2.41 per Mcf, 339.0 Bcf of our estimated 2026 production at an average price of
$2.53 per Mcf, and 216.2 Bcf of our estimated 2027 production at an average price of $3.35 per Mcf. To the extent that CNX
engages in hedging activities, CNX may be prevented from realizing the near-term benefits of price increases above the levels
of the hedges. If CNX chooses not to engage in or otherwise reduce our future use of hedging arrangements or is unable to
engage in hedging arrangements due to lack of acceptable counterparties, CNX may be more adversely affected by declines in
natural gas prices than our competitors who engage in hedging arrangements to a greater extent than CNX does. Increases or
decreases in forward market prices could result in material unrealized (non-cash) losses or gains on commodity derivative
instruments resulting in volatility in reported earnings. Future legislation regarding derivatives could have an adverse effect on
our ability to use derivative instruments to reduce the effect of commodity price risks associated with our business.
In addition, such transactions may expose us to the risk of financial loss in certain circumstances, including instances in
which:
our production is less than expected;
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• market prices for natural gas rise significantly in excess of our derivative hedge price resulting in significant cash
payments to our hedge counterparties;
we are unable to find available counterparties in the future with which to enter into hedges and counterparties able to
enter into basis hedge contracts;
the creditworthiness of our counterparties or their guarantors is substantially impaired; and
counterparties have credit limits that may constrain our ability to hedge additional volumes.
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Negative public perception regarding our Company or industry could have an adverse effect on our operations, financial
results or stock price.
Negative public perception regarding our industry resulting from, among other things, operational incidents or concerns
raised by advocacy groups, related to environmental, health, or community impacts has resulted in increased regulatory
scrutiny, which has resulted in additional laws, regulations, guidelines and enforcement interpretations, at the federal and state
level. These actions may cause operational delays or restrictions, increased operating costs, additional regulatory burdens and
an increased risk of litigation that may negatively impact our future financial results or our stock price. Moreover, governmental
authorities exercise considerable discretion in the timing and scope of permit issuance and the public may engage in the
permitting process, including through intervention in the administrative process or in the courts. This could cause the permits
CNX needs to conduct our operations to be withheld, delayed, or burdened by requirements that restrict our ability to profitably
conduct our business.
In addition, in recent years increasing attention has been given to corporate activities related to environmental issues in
public discourse and the investment community. A number of advocacy groups, both domestically and internationally, have
campaigned for the investment community, including investment advisors, sovereign wealth funds, public pension funds,
universities, and other groups, to promote change at public companies, including through investment and voting practices.
These activities include increasing attention and demands for action related to climate change and energy transition matters,
such as promoting the use of substitutes to fossil fuel products and encouraging the divestment of fossil fuel equities, as well as
pressuring lenders and other financial services companies to limit or curtail activities with fossil fuel companies. As a result,
some capital markets participants have reduced or ceased lending to, or investing in, companies that operate in industries with
higher perceived environmental exposure, such as the energy industry. If divestment efforts continue, the price of our common
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stock or debt securities, and our ability to access capital markets or to otherwise obtain new investment or financing, may be
negatively impacted and have a material adverse effect on our business, financial condition, results of operations and cash
flows.
Events beyond our control, including a global or domestic health crisis or global instability and actual and threatened
geopolitical conflict, may result in unexpected adverse operating and financial results.
While CNX has not incurred significant disruptions to its operations during the past three fiscal years as a direct result of
the COVID-19 pandemic or geopolitical conflict, including the ongoing war in Ukraine, the resulting global instability and any
similar disruptions may materially and adversely affect, our business, operating and financial results and liquidity in the future.
As the pandemic and global instability has significantly impacted economic activity and markets around the world, similar
pandemics and conflicts could negatively impact our business in numerous ways, including, but not limited to, the following:
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our revenue may be reduced if there is a resulting economic downturn or recession, to the extent it leads to a
prolonged decrease in the demand for or disruption in the global supply of natural gas and liquefied natural gas (LNG)
and, to a lesser extent, NGLs and oil; and
the operations of our midstream service providers, on whom CNX relies for the transmission, gathering and processing
of a significant portion of our produced natural gas, NGLs, oil and condensate, and our other service providers and
suppliers may be disrupted or suspended in response to containing the outbreak, geopolitical instability and/or the
difficult economic environment may lead to the bankruptcy or closing of service providers, facilities and infrastructure
or delays or disruptions in our supply chain, which may result in substantial discounts in the prices CNX receives for
our produced natural gas, NGLs, oil and condensate or result in the shut-in of producing wells or the delay or
discontinuance of development plans for our properties.
To the extent events were to adversely affect our business and financial results, it may also have the effect of heightening
many of the other risks set forth in this Risk Factors section of this Form 10-K, such as those relating to our financial
performance and debt obligations. Any of these disruptions or outcomes could have a material adverse effect on our business,
operations, financial results and liquidity.
Increasing attention to environmental, social and governance (ESG) matters may adversely impact our business.
Organizations that provide information to investors on corporate governance and related matters have developed ratings
processes for evaluating companies on their approach to ESG matters. Such ratings, while not standardized or fully transparent,
are used by some investors to evaluate their investment and voting decisions. Unfavorable ESG ratings may lead to increased
negative investor sentiment toward us and to the diversion of their investment away from the fossil fuel industry to other
industries. Such diversion could have a negative impact on our stock price and our access to and costs of capital.
Additionally, increased governmental attention to ESG matters, including rules promulgated by the SEC, as well as state
actions such as, for example, California’s Climate Corporate Data Accountability Act and its Climate-Related Financial Risk
Act, may require the production and public reporting of additional data for investors’ evaluation of investment and voting
decisions. This could lead to negative investor sentiment toward us and to the diversion of their investment away from the fossil
fuel industry to other industries. Such diversion could have a negative impact on our stock price and our access to and costs of
capital.
Risks Related to our Business Operations
Our dependence on third party pipeline and processing systems could adversely affect our operations and limit sales of our
natural gas and NGLs as a result of disruptions, capacity constraints, proximity issues or decreases in availability of
pipelines or other midstream facilities.
Although CNX owns midstream facilities, we also depend on third party facilities to gather, process and transport our
natural gas to market. Reductions, limitations or disruptions (including force majeure events) in pipeline, gathering, or
processing facility capacity could force us to reduce our production, reduce our sales or transportation of natural gas and/or
NGLs or purchase higher cost replacement gas, negatively affecting our profitability, and causing our unit costs to increase. A
significant portion of our natural gas is sold on or through two pipeline systems, Texas Eastern Transmission and Columbia Gas
Transmission, which could experience capacity issues, operational disruptions and unexpected downtime, including from
cyberattacks, with either no or little alternative transportation options available for our natural gas. Further, if pipeline quality
standards change or we cannot meet applicable standards, we might be required to install additional processing equipment
which could increase our costs. Pipelines could also curtail our flows until the natural gas delivered to their pipeline is in
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compliance with predetermined gas quality specifications. Any reduction in our production of natural gas or increase in our
costs could materially adversely affect our business, financial condition, results of operations and cash flows.
CNX has various third-party firm transportation, processing, gathering and other agreements in place, many of which have
minimum volume delivery commitments that obligate us to pay fixed demand charges or fees on minimum volumes regardless
of actual volume throughput. Reductions in our drilling program may result in insufficient production to fully utilize these
arrangements or otherwise use our full firm transportation and processing capacity, reducing our cash flow from operations,
which may require us to reduce or delay our planned investments and capital expenditures or seek alternative means of
financing, all of which may have a material adverse effect our business, financial condition, results of operations and cash
flows.
Our continuing investment in midstream infrastructure development and maintenance programs is intended, among other
items, to connect our wells to other existing gathering and transmission pipelines and can involve significant risks, including
those relating to timing, cost overruns and operational efficiency. Significant portions of our natural gas production are
dependent on a small number of key compression and processing stations. An operational issue at any of those stations would
materially impact our production, cash flow and results of operation.
Uncertainties exist in the estimation of economic recovery of natural gas reserves. Due to these uncertainties, estimates of
revenues, operating and development costs and future profitability may prove to be inaccurate.
Natural gas reserves are economically recoverable when the revenue expected to be generated from the products sold
exceeds their expected cost of development and production. Estimating reserves requires the use of assumptions concerning
natural gas and liquid hydrocarbon prices, production levels, recoverable reserve quantities, production and ad valorem taxes
and operating and development costs. For example, a significant amount of our natural gas reserves are identified as proved
undeveloped reserves and may be more susceptible to positive or negative changes in reserve estimates than our proved
developed reserves. Also, we make certain assumptions regarding natural gas and liquid hydrocarbon prices, production levels,
production and ad valorem taxes and operating and development costs that may prove to be incorrect. Any significant variance
from these assumptions to actual figures could greatly affect our estimates of our natural gas reserves, the economically
recoverable quantities of oil and natural gas attributable to any particular group of properties, the classifications of natural gas
reserves based on risk of recovery and estimates of the future net cash flows. The PV-10 measure of pre-tax discounted future
net cash flows and the standardized measure of after-tax discounted future net cash flows from our proved reserves included
within this Form 10-K are not necessarily the same as the current market value of our estimated natural gas reserves. Actual
future net cash flows from our proved and unproved oil and natural gas properties may be affected by factors such as:
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geological conditions;
our acreage position, and our ability to acquire additional acreage, including purchases and third-party swaps to
develop our position efficiently;
changes in governmental regulations and taxation;
the amount and timing of actual production;
future prices and our hedging position;
future operating costs;
operational risks and results; and
capital costs of drilling, completion and gathering assets.
The timing of both our production and our incurrence of expenses in connection with the development and production of
natural gas, NGLs and oil and/or condensate will affect the timing of actual future net cash flows from proved reserves and thus
their actual present value. In addition, the prescribed 10% discount factor used when calculating discounted future net cash
flows may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated
with us or the oil and natural gas industry in general. If natural gas prices decline by $0.10 per MMBtu, then the pre-tax present
value using a 10% discount rate of our proved natural gas reserves as of December 31, 2023 would decrease from $4.2 billion
to $4.0 billion.
Developing, producing and operating natural gas wells is subject to operating risks and hazards that could increase
expenses, decrease our production levels and expose us to losses or liabilities that may not be fully covered under our
insurance policies.
The development of natural gas involves numerous risks, including the risk that an encountered well does not produce in
sufficient quantities to make the well economically viable. The cost of drilling, completing and operating wells is substantial
and uncertain, and our operations may be curtailed, delayed or canceled as a result of a variety of factors beyond our control.
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Our future development activities may not be successful, and if they are unsuccessful, such failure will have an adverse effect
on our future results of operations and financial condition. CNX may be unable to develop identified or budgeted wells within
our expected time frame, or at all for various reasons, and a final determination with respect to the development of any
scheduled or budgeted wells will be dependent on a number of factors, including:
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the results of delineation efforts and the acquisition, review and analysis of data, including seismic data;
the availability of sufficient capital resources to us and any other participants in a well for the development of the well;
whether we are able to acquire on a timely basis all of the leasehold interests required for the well, including through
swap transactions with other operators;
whether we are able to obtain, on a timely basis or at all, the permits required for the development of wells;
whether production levels align with estimates; and
economic and industry conditions at the time of development, including prevailing and anticipated prices for natural
gas, NGLs and oil and the availability and cost of oilfield services.
Our business strategy focuses on horizontal drilling and production in unconventional Shale formations, primarily the
Marcellus Shale and Utica Shale in the Appalachian Basin. Drilling and stimulating horizontal wells is technologically
complex, expensive and involves a higher risk of failure when compared to vertical wells. Due to the higher costs, the risks of
our development program are spread over a smaller number of wells, and in order to be profitable, each horizontal well will
need to produce at higher levels. In addition, we use multi-well pads instead of single-well sites. The use of multi-well pad
drilling increases some operational risks because problems affecting the pad, or a single well could adversely affect production
from all of the wells on the pad. Pad development can also make our overall production, and therefore our revenue and cash
flows, more volatile, because production from multiple wells on a pad will typically commence simultaneously. While we
believe that we are better served by drilling horizontal wells using multi-well pads, the risk component involved in such
development will be increased in some respects, with the result that CNX might find it more difficult to achieve economic
success in our development program.
The exploration, production, and transporting of natural gas involves numerous operational risks. The cost of developing
and operating a well is often uncertain, and a number of factors can delay, suspend, or prevent development operations,
decrease production and/or increase the cost of our natural gas operations at particular sites for varying lengths of time,
including unexpected development and production conditions (such as pressure or irregularities in geologic formations or wells,
material and equipment failures, fires, ruptures, loss of well control, landslides, mine subsidence, explosions or other accidents
and environmental concerns and adverse weather conditions), which conditions and risks may be amplified as we increase the
vertical and horizontal length of drilling endeavors; similar operational or design issues relating to pipelines, compressor
stations, pump stations, related equipment and surrounding properties; challenges relating to transportation, pipeline
infrastructure and capacity for treatment or disposal of waste water generated in operations and failure to obtain, or delays in the
issuance of, permits at the state or local level and the resolution of regulatory concerns.
The realization of any of these risks could adversely affect our ability to conduct our operations, materially increase our
costs, or result in substantial loss to us as a result of claims for:
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personal injury or loss of life;
damage to and destruction of property, natural resources and equipment, including our properties and our natural gas
production or transportation facilities;
pollution and other environmental damage to our properties or the properties of others;
potential legal liability and monetary losses;
damage to our reputation within the industry or with customers;
regulatory enforcement, investigations and penalties;
suspension of our operations; and
repair and remediation costs.
The occurrence of any operational event that prevents delivery of natural gas to a customer and is not excusable as a force
majeure event under our supply agreement, could result in economic penalties, suspension or ultimately termination of the
supply agreement.
Although CNX maintains insurance for a number of risks and hazards, we may not be adequately insured against the
losses or liabilities that could arise from a significant accident or disruption in our operations. The occurrence of an event that is
not fully covered by insurance, such as pollution or environmental issues, could materially adversely affect our business,
financial condition, results of operations and cash flows.
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Our identified development locations are scheduled over multiple future years, making them susceptible to uncertainties that
could materially alter the occurrence or timing of their actual development.
Our management team has specifically identified and scheduled certain locations as an estimation of our future multi-year
development activities on our existing acreage which represent a significant part of our development strategy. Our ability to
develop these locations may be dependent on a number of factors, including natural gas, NGL and oil prices, the availability
and cost of capital, drilling, completions and production costs, obtaining required regulatory permits, the acquisition on
acceptable terms of any leasehold interests we do not control but that are necessary to complete the drilling unit (including
potentially through third-party swap transactions), availability of drilling services and equipment, drilling results, lease
expirations for the failure to timely develop or otherwise, transportation constraints, regulatory and zoning approvals and other
factors. Because of these uncertain factors, we do not know if the numerous development locations we have identified will ever
be drilled. CNX may require significant additional capital over a prolonged period in order to pursue the development of these
locations, and we may not be able to raise or generate the capital required to do so. Any development activities we are able to
conduct on these locations may be unsuccessful, which may result in our inability to add additional proved reserves or may
result in a downward revision of our estimated proved reserves, which could materially adversely affect our business and results
of operations.
Our exploration and development projects and midstream development require substantial capital expenditures and are
subject to regulatory, environmental, political, legal and economic risks and if CNX fails to generate sufficient cash flow,
obtain required capital or financing on satisfactory terms or respond to regulatory and political developments, our natural
gas reserves may decline, and our operations and financial results may suffer.
As part of our strategic determinations, CNX expects to continue to make substantial capital expenditures in the
development and acquisition of natural gas reserves and the maintenance, purchase or construction of midstream systems. If
CNX is unable to make sufficient or effective capital expenditures, we will be unable to maintain and grow our business. The
gas gathering agreements that we have with third parties may impose obligations on us to invest capital in our midstream
systems which are not fully protected against volumetric risks associated with lower-than-forecast volumes flowing through our
gathering systems. If our customers fail to develop their properties in the areas covered by these acreage dedications, or
otherwise sell, exchange, farm-out or otherwise dispose of all of, or an undivided interest in, the development of the dedicated
acreage, the resulting decrease in the development of reserves by our midstream customers could result in reduced volumes
serviced by us and a commensurate decline in revenues and cash flows.
Additionally, the construction of additions or modifications to our existing midstream systems involves numerous
regulatory, environmental, political and legal uncertainties beyond our control and may require the expenditure of significant
amounts of capital. If these projects are undertaken, they may not be completed on schedule, at the budgeted cost or at all. The
construction of additions to our existing assets may require us to obtain new land rights and regulatory permits prior to
constructing new pipelines or facilities, which may not be obtained in a timely, cost-effective fashion or in a way that allows us
to connect new natural gas supplies to existing gathering pipelines or capitalize on other attractive expansion opportunities
Also, these midstream assets may not be able to attract enough throughput to achieve the expected investment return.
Revenues may not increase immediately (or at all) upon the expenditure of funds on a particular project. There is no
assurance that CNX will have sufficient cash from operations, borrowing capacity under our credit facilities, or the ability to
raise additional funds in the capital markets to meet our capital requirements. Without sufficient capital, CNX could be required
to curtail the pace of the development of our natural gas properties and midstream activities, which in turn could lead to a
decline in our reserves and production, and could adversely affect our business, financial condition and results of operations.
CNX may not be able to obtain required personnel, services, equipment, parts and raw materials in a timely manner, in
sufficient quantities or at reasonable costs to support our operations.
CNX relies on third-party contractors to provide key services and equipment for our operations. CNX contracts with third
parties for well services, related equipment and qualified experienced field personnel to drill and complete wells, construct
pipelines and conduct field operations. We also utilize third-party contractors to provide land acquisition and related services to
support our land operational needs. The demand for these services, equipment and personnel can fluctuate significantly, often in
correlation with natural gas and NGL prices, causing periodic shortages.
Historically, there have been shortages of drilling and work-over rigs, pipe, compressors and other equipment as demand
for rigs and equipment has grown, along with the number of wells being drilled and/or completed. The costs and delivery times
of equipment and supplies are substantially greater in periods of peak demand, including increased demand for plays outside of
our area of geographic focus. Weather may also play a role with respect to the relative availability of certain materials.
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In addition, accelerated levels of inflation may lead to price increases beyond CNX’s control that could lead to CNX
incurring increased costs for contractors and/or materials. For example, fuel pricing and labor shortages have led to increased
ground transportation costs. Accordingly, CNX cannot be assured that we will be able to obtain necessary services, drilling and
completions equipment and supplies in a timely manner or on satisfactory terms, and CNX may experience shortages of or
quality assurance issues with, or increases in the costs of, drilling and completions equipment, crews and associated supplies,
equipment and field services used in the support of our operations.
Our future success depends to a large extent on the services of our and our service providers’ key employees. The loss of
one or more of these individuals could materially adversely affect our business. Furthermore, competition for experienced
technical and other professional personnel, as well as diverse candidates which bring with them valuable perspectives and
experiences, remains strong. If CNX and our service providers cannot retain our current personnel or attract additional
experienced personnel, our ability to compete could be adversely affected. Also, the loss of experienced personnel could lead to
a loss of technical expertise. Continued service and equipment provider consolidation poses a potential risk to CNX of
increasing the likelihood of key personnel turnover within our service providers. Service provider consolidation also poses the
risk of individuals or equipment being relocated to another basin based on the service provider’s business plan.
Shortages may lead to escalating prices, poor service, inefficient operations and increase the possibility of accidents due to
the hiring of less experienced personnel and overuse of equipment by contractors. A decrease in the availability of these
services, equipment or personnel could lead to a decrease in our natural gas production levels, increase our costs of natural gas
production, and decrease our anticipated profitability. Such shortages could delay or cause us to incur significant expenditures
that are not provided for in our capital budget, which events could materially adversely affect our business, financial condition,
results of operations, or cash flows.
CNX attempts to mitigate the risks involved with increased natural gas production activity by entering into “take or pay”
contracts with well service providers which commit them to provide field services to us at specified levels and commit us to pay
for field services at specified levels even if we do not use those services. However, these types of contracts expose us to
economic risk during a downturn in demand or during periods of oversupply. Having to pay for services we do not use
decreases our cash flow and increases our costs.
Global politics can also create additional risk to CNX. This could lead to shortages in raw materials or finished goods
which ultimately impact CNX’s pricing and availability. In addition, global transportation can be impacted which can affect
CNX’s ability to receive material in a timely manner, while also increasing cost.
If CNX cannot find adequate sources of water for our use or if CNX is unable to dispose of or recycle water produced from
our operations at a reasonable cost and within applicable environmental rules, our ability to produce natural gas
economically and in sufficient quantities could be impaired.
As part of our drilling and production in Shale formations, CNX uses hydraulic fracturing processes that require access to
adequate sources of water, which may not be available in proximity to our operations or at certain times of the year. To ensure
adequate water for our operations, CNX may be required to invest substantial amounts of capital in water pipelines which are
used for relatively short periods of time. Increased regulation of these water pipelines could cause us to invest additional capital,
alter our disposal or transportation method or negatively affect our operations. Alternatively, CNX may be required to transport
water by truck, and CNX may not be able to contract for sufficient water hauling trucks or drivers to meet our needs.
Further, our operations generate significant volumes of wastewater that must be treated, reused or disposed. This produced
water or wastewater can be generated from various aspects of our operations, including from drilling fluids, completions
activities and normal production over the life of the well, and are associated with all types of natural gas wells. A significant
portion of this water can be recycled for use in other hydraulic fracturing operations. To the extent we must dispose of water
rather than recycle it, our costs may increase, which will detrimentally affect our cash flows. We attempt to minimize the
expense associated with the transportation of wastewater by optimizing the transportation between the sources of wastewater
and locations where the wastewater can be reused or disposed. Various interruptions in our planned transportation of this
wastewater, including operational issues and regulatory matters, could increase our operating costs, which would detrimentally
affect our cash flows. The risk of pollution also exists while handling, transferring, storing, recycling and disposing wastewater
and other wastes, as well as in development or production of a well.
Our inability to obtain sufficient amounts of water with respect to our Shale operations or to dispose of or recycle water
and other wastes produced from our Shale and our CBM operations in an economically efficient manner, could increase our
costs and delay our operations, which will adversely impact our cash flow and results of operations.
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Failure to successfully replace our current natural gas reserves through economic development of our existing or acquired
undeveloped assets or through acquisition of additional producing assets, would lead to a decline in our natural gas, NGL
and oil production levels and reserves.
Producing natural gas and oil reservoirs generally are characterized by declining production rates that vary depending
upon reservoir characteristics and other factors. The rate of decline can change if production from our existing wells is different
than what has been estimated, operating conditions change, or other circumstances arise that affect our ability to produce the
wells. The ability to offset the declining production or natural gas reserves is dependent upon our success in efficiently
developing and selling our current reserves and economically finding or acquiring additional economically recoverable
reserves. CNX may not be able to develop, find or acquire additional economically recoverable reserves to replace our current
and future production at acceptable costs, which would negatively impact our future cash flows and income.
In addition, the level of natural gas, NGL and condensate volumes handled through our midstream systems depends on the
level of production from natural gas wells feeding into such midstream systems, which may be less than expected and which
will naturally decline over time. In order to maintain or increase throughput levels on our midstream systems, CNX must supply
natural gas, NGLs and condensate from new wells on acreage in close proximity to our midstream systems. This can take the
form of wells we develop on our own, wells developed by others on acreage that is dedicated to our midstream systems or
through contracts with third-party customers to flow volumes on our midstream systems. CNX has no control over third party
producers’ levels of development and completion activity in areas adjacent to our midstream systems, or the amount of reserves
associated with or rate of production decline from those third-party wells – and only limited control over those factors on our
own wells.
CNX may incur losses as a result of title defects in the properties in which CNX invests or the loss of certain leasehold or
other rights related to our midstream activities.
As is common in the oil and natural gas industry, it is our practice when CNX acquires natural gas leases or interests not
to conduct a comprehensive chain of title examination to the mineral interest. Prior to the drilling of a well, however, it is the
normal practice in our industry for the operator to obtain a complete title review to ensure there are no obvious defects in title to
the underlying property interest. As a result of such examinations, certain curative work may be required to correct defects in
the marketability of the title and such curative work entails expense. Our inability to cure any title defects in a timely and cost-
efficient manner may delay or prevent us from utilizing the associated mineral interest, which may adversely impact our ability
in the future to increase production and reserves. The existence of a material title deficiency can render a lease worthless and
can adversely affect our results of operations and financial position.
Additionally, most of the land on which our midstream systems have been constructed is not owned in fee by us; rather,
the properties are held by surface use agreements, rights-of-way or other easement rights. CNX is, therefore, subject to the
possibility of more onerous terms or increased costs to retain necessary land use if we do not have valid rights-of-way or if such
rights-of-way lapse or terminate. CNX may obtain the rights to construct and operate our pipelines on land owned by third
parties and governmental agencies for a specific period of time. Our loss of these rights, through our inability to renew the
right-of-way or for other reasons, could materially adversely affect our business, financial condition, results of operations and
cash flows.
Legal, Environmental and Regulatory Risks
Climate change risk, legislation, litigation and regulation of greenhouse gas emissions at the federal or state level may
increase our operating costs and reduce the value of our natural gas assets. Any such regulation that may be implemented,
as well as uncertainty concerning such regulation and public policy pressures, could adversely impact the market for natural
gas, as well as for our securities.
The issue of global climate change continues to attract considerable public and scientific attention, with underlying
concern about the impacts of human activity, especially the emissions of greenhouse gases (“GHGs”) such as carbon dioxide
(“CO2”) and methane into the environment and is increasingly the subject of civil litigation and regulatory focus. The regulatory
focus has resulted in varying regulatory requirements between governmental administrations.
The EPA, in 2013, and under the Climate Action Plan, elected to regulate GHGs under the Clean Air Act (“CAA”) to
limit emissions of CO2 from natural gas-fired power plants. In April 2017, the EPA announced that it was initiating a review of
the Clean Power Plan consistent with President Trump’s Executive Order 13783, and in October 2017 published a proposed
rule to formally repeal the Clean Power Plan. On August 20, 2018, the EPA issued the proposed “Affordable Clean Energy
Rule.” On June 19, 2019, the EPA issued the final Affordable Clean Energy Rule, replacing the Clean Power Plan. The
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Affordable Clean Energy Rule was vacated by the United States Court of Appeals for the D.C. Circuit on the last day of the
Trump administration in January 2021. Accordingly, the Biden administration is taking a different direction than the Trump
administration regarding these regulatory actions. For example, the Biden administration re-entered the United States in the
Paris Climate Accord, and the EPA adopted a new Climate Adaptation Action Plan in October of 2021. Additionally, in 2022,
President Biden signed the Inflation Reduction Act (IRA) which could accelerate the transition to a lower carbon economy. The
IRA provides incentives for the development of renewable energy, clean hydrogen, clean fuels and supporting infrastructure
and carbon capture and sequestration. In addition, the IRA amends the federal Clean Air Act to impose a fee on the emission of
methane from sources required to report their GHG emissions to the EPA, including those sources in natural gas production and
gathering. The methane emissions charge would be imposed on emissions above specified limits and would start in calendar
year 2024 at $900 per ton of methane, increase to $1,200 in 2025, and be set at $1,500 for 2026 and each year after. The
methane charge and the incentives for renewable energy infrastructure development could impose additional costs on our
operations and further accelerate the transition of the economy away from the use of natural gas towards lower- or zero-carbon
emissions alternatives. This could decrease demand for natural gas and consequently adversely affect our business and results
of operations.
The EPA has adopted regulations under existing provisions of the federal Clean Air Act that establish Prevention of
Significant Deterioration, or PSD, construction and Title V operating permits for large stationary sources. Facilities requiring
PSD permits may also be required to meet “best available control technology” (BACT) standards. Rulemaking related to GHG
could alter or delay our ability (or our customers’ ability) to obtain new and/or modified air source permits.
The EPA has also adopted, changed and amended rules to control volatile organic compound emissions from certain oil
and natural gas equipment and operations as part of its initiative to reduce methane emissions. In response to subsequent
judicial involvement, the EPA issued a proposed rule in July 2017 that would stay the methane rule for two years (which rule
was vacated by the United States Court of Appeals for the D.C. Circuit). Thereafter in September 2018, the EPA proposed
revisions to the 2016 New Source Performance Standards for the oil and natural gas industry. Additional revisions were
proposed in August 2019, August 2020 and November 2021. As these proposed rules and any replacements or updates thereto
are adopted, changed, rescinded or modified, these rules may result in increased costs for permitting, equipping, and monitoring
methane emissions or otherwise restrict operations or increase the costs thereof.
Additionally, some states have issued mandates to reduce emissions of GHGs, primarily through the planned development
of GHG emission inventories and potential cap-and-trade programs. For example, Pennsylvania has taken steps to bring
Pennsylvania into an eleven -state consortium of Northeastern and Mid-Atlantic States - the Regional Greenhouse Gas Initiative
(RGGI) -- that sets price and declining limits on CO2 emissions from power plants. In December 2021, the Pennsylvania
Attorney General approved a proposed regulation which would allow Pennsylvania to join RGGI; however, the Pennsylvania
General Assembly issued a concurrent regulatory review resolution process disapproving the proposed regulation. The
regulation has been subject to challenges pending in Pennsylvania appellate courts, with one of Pennsylvania’s intermediate
appellate courts ruling in November 2023 against the regulation as an improperly imposed tax in violation of the Pennsylvania
Constitution. Most of these types of programs require major sources of emissions or major producers of fuels to acquire and
subsequently surrender emission allowances, with the number of allowances available being reduced each year until a target
goal is achieved. The cost of these allowances could increase over time. While new laws and regulations that are aimed at
reducing GHG emissions will increase demand for natural gas, they may also result in increased costs for permitting, equipping,
monitoring and reporting GHGs associated with natural gas production and use.
In addition, spurred by increasing concerns regarding climate change, the oil and natural gas industry faces growing
demand for corporate transparency and a demonstrated commitment to sustainability goals. Environmental, social and
governance (ESG) goals and programs, which typically include extralegal targets related to environmental stewardship, social
responsibility, and corporate governance, have become an increasing focus of investors and stakeholders across the industry.
Finally, there are currently close to two dozen lawsuits filed on behalf of various states and municipalities seeking to hold
producers of oil, natural gas and coal liable for the consequences of certain weather-related events, like rising sea levels and
more frequent and severe flooding, storms and heatwaves, and seeking money damages for remedial measures aimed at
eliminating or ameliorating damages caused by climate change. For further discussion of pending legal proceedings, see
Note 20 – Commitments and Contingent Liabilities in the Notes to the Audited Consolidated Financial Statements in Item 8 of
this Form 10-K.
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Environmental regulations can increase costs and introduce uncertainty that could adversely impact the market for natural
gas with potential short and long-term liabilities.
CNX is subject to various stringent federal, state, and local laws and regulations relating to the discharge of materials into,
and protection of, the environment. These laws and regulations may impose numerous obligations that are applicable to us and
our customers’ operations. Failure to comply with these laws, regulations and related permit requirements may result in joint
and several or strict liability or the assessment of administrative, civil and criminal penalties, the imposition of remedial
obligations, and/or the issuance of injunctions limiting or preventing some or all of our operations. Private parties, including the
owners of the properties through which CNX’s gathering systems pass, and some local municipalities may also have the right to
pursue legal actions to enforce compliance, challenge governmental actions, as well as seek damages for non-compliance, with
environmental laws and regulations or for personal injury or property damage. CNX may not be able to recover all or any of
these costs from insurance. There is no assurance that changes in or additions to regulations and public policies regarding
enforcement and the protection of the environment will not have a significant impact on our operations and profitability.
Our operations also pose risks of environmental liability due to leakage, migration, releases or spills from our operations
to surface or subsurface soils, surface water or groundwater. Certain environmental laws impose strict as well as joint and
several liability for costs required to investigate, remediate and restore sites where regulated substances have been disposed,
stored or released, as well as fines and penalties for such releases. CNX may be required to remediate contaminated properties
currently or formerly operated by us regardless of the cause of contamination or whether such contamination resulted from the
conduct of others. In addition, claims for damages to persons or property, including natural resources, may result from the
environmental, health and safety impacts of our operations. Additionally, the Federal Endangered Species Act (ESA) and
similar state laws protect species endangered or threatened with extinction and may cause us to modify a natural gas well pad
siting or pipeline right of ways or routes, or to develop and implement species-specific protection and enhancement plans and
schedules to avoid or minimize impacts to endangered species or their habitats during construction or operations.
CNX utilizes pipelines extensively for its operations. Stream encroachment and crossing permits from the states in which
we operate and/or the Army Corps of Engineers (ACOE) are often required for the location of or certain impacts these pipelines
cause to streams and wetlands. The EPA and the ACOE have developed a rule that revised the definition of “waters of the
United States” under the Clean Water Act. The EPA moved forward with the first step on December 11, 2018, when it issued a
proposed, revised rule which would replace a prior 2015 rule with pre-2015 regulations, and which narrowed language defining
“waters of the United States” under the Clean Water Act that existed prior to that time. In September 2019, the EPA and the
ACOE announced that the agencies were repealing the 2015 rule. This second step was a notice-and-comment rulemaking in
which federal agencies conducted a substantive reevaluation of such definition. On June 22, 2020, the Navigable Waters
Protection Rule became effective. On June 9, 2021, the EPA announced its intent to revise the rule again. On August 4, 2021,
the EPA and ACOE announced a rulemaking process to revise the definition of “waters of the United States.” On December 30,
2022, the EPA and ACOE announced a final rule for a “Revised Definition of ‘Waters of the United States’” which will be
effective sixty days after publication in the Federal Register. On January 18, 2023, the EPA and ACOE published the final rule,
which became effective on March 20, 2023. While CNX cannot at this time predict how this rule will be enforced by the Biden
administration, such rulemaking, its enforcement, and future revisions to, or replacement of, the rulemaking could lead to
additional mitigation costs and severely limit CNX’s operations.
The foregoing and other regulations applicable to the natural gas industry are under constant review for modification,
amendment or expansion at both the federal and state levels. Any future changes may increase the costs of producing natural
gas and other hydrocarbons, which would adversely impact our cash flows and results of operations. For example, hydraulic
fracturing is an important and common practice that is used to stimulate production of hydrocarbons from tight unconventional
Shale formations. The process involves the injection of water, sand and chemicals under pressure into formations to fracture the
surrounding rock and stimulate production. The process is typically regulated by state environmental or oil and natural gas
agencies. The disposal of flowback and produced water and other wastes in underground injection disposal wells is regulated by
the EPA under the federal Safe Drinking Water Act and by various states in which we conduct operations under counterpart
state laws and regulations. The imposition of new environmental initiatives and regulations could include restrictions on our
ability to conduct hydraulic fracturing operations or to dispose of waste resulting from such operations.
Public interest in the protection of the environment has increased dramatically in recent years. The trend of more
expansive and stringent environmental legislation and regulations applied to the oil and natural gas industry could continue,
potentially resulting in increased costs of doing business and consequently affecting profitability. Please read “Business -
Regulation of Environmental and Occupational Safety and Health Matters” under Item 1 of Part I of this Form 10-K.
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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.
There are numerous federal and state governmental regulations applicable to the natural gas industry that are not directly
related to environmental regulation, many of which are under perpetual review for amendment, expansion, or modifications
which may adversely affect, among other things, our ability to develop the resource, obtain and operate under permits, as well
as pricing or marketing of natural gas production.
For example, currently CNX’s gathering operations are exempt from regulation by the FERC under the Natural Gas Act
(NGA). Although the FERC has not made any formal determinations with respect to any of our gathering facilities, CNX
believes that the natural gas pipelines in our midstream systems meet the traditional tests the FERC has used to establish that a
natural gas pipeline is a gathering pipeline not subject to the FERC jurisdiction. However, this issue has been the subject of
substantial litigation, and if the FERC were to consider the status of an individual facility and determine that it is not exempt
from FERC regulation under the NGA, the rates for, and terms and conditions of, services provided by such facility would
become subject to regulation by the FERC. Such regulation could decrease revenue, increase operating costs, and depending
upon the facility in question, could adversely affect results of operations and cash flows.
Additionally, some states have adopted more stringent regulation and oversight of natural gas gathering lines than is
currently required by federal standards. Pennsylvania, under Act 127 of 2011, authorized Public Utility Commission (PUC) to
oversee Class I gathering lines, and required standards and fees for Class II and Class III pipelines. The State of Ohio also
moved to regulate natural gas gathering lines in a similar manner pursuant to Ohio Senate Bill 315 (SB315). SB315 expanded
the Ohio PUC’s authority over rural natural gas gathering lines. These changes in interpretation and regulation affect our
midstream activities, requiring changes in reporting, as well as increased costs. Various judicial decisions that may directly or
indirectly impact natural gas drilling could also serve to increase our cost of doing business or restrict our operations.
Pennsylvania courts have been considering cases involving concepts of landowner rights, trespass claims and the historic
common law concept of “rule of capture” as well as the role that Pennsylvania’s Environmental Rights Amendment (Pa. Const.
art. I, § 27) may play in natural gas drilling activities. These cases, and similar cases testing these, and other legal principles
could result in judicial outcomes that could negatively impact future Shale drilling and hydraulic fracturing within the
Commonwealth of Pennsylvania if the court finds that hydraulic fracturing could violate the constitutional or property rights of
Pennsylvania citizens and residents.
Further, the Biden administration has taken a different direction than the Trump administration regarding certain
regulatory measures impacting air emissions or clean water standards. For example, the Biden administration re-entered the
United States in the Paris Climate Accords and the EPA adopted a new Climate Adaptation Action Plan in October of 2021, and
may attempt to establish more stringent standards to replace the Affordable Clean Energy Rule, which was vacated by the
United States Court of Appeals for the D.C. Circuit on the last day of the Trump administration in January 2021. For additional
detail regarding the risks to our business resulting from governmental regulation, see Risk Factor titled, “Climate change risk,
legislation, litigation and regulation of greenhouse gas emissions at the federal or state level may increase our operating costs
and reduce the value of our natural gas assets. Any such regulation that may be implemented, as well as uncertainty concerning
such regulation and public policy pressures, could adversely impact the market for natural gas, as well as for our
securities” (See Note 20 – Commitments and Contingent Liabilities in the Notes to the Audited Consolidated Financial
Statements in Item 8 of this Form 10-K for further discussion of pending legal proceedings).
CNX may incur significant costs and liabilities as a result of pipeline operations and/or increases in the regulation of
natural gas pipelines and midstream facilities.
The Pipeline and Hazardous Materials Safety Administration (PHMSA) has adopted safety, transportation and operational
regulations applicable to pipeline operators. Should our operations fail to comply with PHMSA or comparable state regulations,
CNX could be subject to substantial penalties and fines. In October 2019, PHMSA issued a final rule, effective July 2020,
regarding hazardous pipeline safety regulations that significantly extends the integrity management requirements to previously
exempt pipelines and imposes additional obligations on hazardous liquid pipeline operators that are already subject to the
integrity management requirements. A further amendment of the rule addressing, among other things, integrity management
provisions, pipeline corrosion control requirements, and addressing repair criteria for high consequent and non-high
consequence areas became effective May 5, 2023.
In October 2019, PHMSA published a final rule that significantly modifies existing regulations related to reporting,
impact, design, construction, maintenance, operations and integrity management of gas transmission and gathering pipelines.
Compliance with the rule could materially adversely affect our operations. In May 2020, PHMSA proposed additional
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amendments to Federal Pipeline Safety Regulations. In November 2021, PHMSA published a final rule in the Federal Register
with an effective date of May 15, 2022, expanding certain federal pipeline safety requirements to all onshore gas gathering
pipelines. The adoption of these regulations, which may apply different and/or more comprehensive or stringent safety
standards than CNX has been subject to, could require us to install new or modified safety controls, pursue new capital projects,
or conduct maintenance programs on an accelerated basis, all of which could require us to incur increased operational costs that
could be significant. While CNX cannot predict the outcome of legislative or regulatory initiatives, such legislative and
regulatory changes could have a material effect on our cash flow.
Changes in federal or state tax laws focused on natural gas exploration and development could cause our financial position
and profitability to deteriorate.
CNX is subject to extensive tax laws and regulations, including federal and state income taxes and transactional taxes
such as excise, sales/use, severance, payroll, franchise and ad valorem taxes. New tax laws and regulations and changes in
existing tax laws and regulations are continuously being enacted that could result in increased tax expenditures in the future.
Any passage of future legislation or any other changes in U.S. federal or state income tax laws that would eliminate or
postpone certain tax deductions that are currently available with respect to natural gas exploration and development could
negatively affect our financial condition and results of operations. For example, previous tax law legislation decreased the
regular U.S. federal income tax rate, limited the ability of corporations to take certain interest deductions, increased the
limitation on deductibility of executive compensation, and eliminated a corporation’s ability to take deductions for income
attributable to domestic production activities.
Additionally, legislation has been proposed from time to time in the states in which we operate - primarily Pennsylvania,
Ohio, Virginia and West Virginia - that would impose additional taxes or increase taxes on the production from our wells. The
proposed tax rates have varied but would represent a greater financial burden on the economics of the wells we drill in these
states. Such changes in the rates of existing production taxes could adversely impact our earnings, capital allocation, cash flows
and financial position.
Our future tax liability may be greater than expected if our net operating loss (“NOL”) carryforwards are limited, CNX does
not generate expected deductions, or tax authorities challenge certain of our tax positions.
As of December 31, 2023, CNX has U.S. federal and state NOL carryforwards of $0.8 billion and $1.6 billion,
respectively, some of which expire at various dates from 2024 to 2041 while others have no expiration date. CNX expects to be
able to utilize these NOL carryforwards and generate deductions to offset our future taxable income. This expectation is based
upon assumptions we have made regarding, among other things, our income, capital expenditures and net working capital and
the current expectation that our NOL carryforwards will not become subject to future limitations under Section 382 of the
Internal Revenue Code of 1986 or otherwise. Additionally, any significant variance in our interpretation of current income tax
laws, including as result of the release of any Treasury Regulations or other interpretive guidance or a challenge of one or more
of our tax positions by the IRS or other tax authorities could affect our tax position. While CNX expects to be able to utilize our
NOL carryforwards and generate deductions to offset our future taxable income, in the event that deductions are not generated
as expected, one or more of our tax positions are successfully challenged by the IRS (in a tax audit or otherwise), or our NOL
carryforwards are subject to future limitations, our future tax liability may be greater than expected.
We may be unable to qualify for existing federal and state level environmental attribute credits and new markets for
environmental attributes are currently volatile, and otherwise may not develop as quickly or efficiently as we anticipate or at
all.
We expect environmental attributes (including but not limited to carbon credits, air quality credits, renewable or
alternative energy credits, alternate energy credits, methane capture credits, methane performance certificates, emission
reductions, differentiated energy attribute tokens, offsets and/or allowances) to continue to grow as a source of future revenue.
These new markets are volatile and have significant risk associated with current market conditions. We have limited experience
in marketing and selling environmental attributes and as such, our ability to sell environmental attributes or credits is currently
dependent on third parties to market them on our behalf. Furthermore, there can be no assurance that our environmental
attributes will generate significant revenue, as pricing continues to be volatile and program qualification requirements can
change. Additionally, the value of environmental attributes may fluctuate based on 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. CNX also does not have control over the availability
of environmental attributes, competition for those attributes, markets for those attributes, or pricing and other terms related to
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such attributes. The value of environmental attributes may also be adversely affected by legislative, agency, or judicial
determinations. These and other factors could impact our future results of operations and cash flows.
CNX and its subsidiaries are subject to various legal proceedings and investigations, which may have an adverse effect on
our business.
CNX is party to a number of legal proceedings and, from time to time, investigations, in the normal course of business
activities. Responding to investigations or defending these actions, especially purported class actions, can be costly and can
distract management. For example, CNX is a party to four climate change lawsuits being pursued by communities against fossil
fuel producers relating to climate change, which are beginning to gain prevalence in the courts. There is also the possibility that
CNX may become involved in future investigations or suits regarding its business activities. There is the potential that the costs
of defending litigation in an individual matter or the aggregation of many matters could have an adverse effect on our cash
flows, results of operations or financial position. See Note 20 – Commitments and Contingent Liabilities in the Notes to the
Audited Consolidated Financial Statements in Item 8 of this Form 10-K for further discussion of pending legal proceedings.
Financing, Investment and Indebtedness Risks
Our current long-term debt obligations, and the terms of the agreements that govern that debt and the risks associated
therewith, could adversely affect our business, financial condition, liquidity and results of operations.
As of December 31, 2023, CNX’s total long-term indebtedness was approximately $2.2 billion, excluding unamortized
debt issuance costs, of which approximately (i) $500 million was under our 7.375% Senior Notes due 2031 less $5 million of
unamortized discount, (ii) $500 million of 6.00% Senior Notes due 2029, (iii) $400 million of 4.75% Senior Notes due 2030
issued by our midstream business, less $4 million of unamortized bond discount (CNX is not a guarantor of these notes), (iv)
$350 million of 7.25% Senior Notes due 2027 plus $2 million of unamortized bond premium, (v) $331 million of 2.25%
Convertible Senior Notes due 2026 less $5 million of unamortized discount and issuance cost, (vi) $105 million in outstanding
borrowings under our midstream revolver (CNX is not a guarantor of this revolving credit facility), and (vii) $52 million in
outstanding borrowings under our senior secured credit facility (the “Credit Facility”). The degree to which CNX is leveraged
could have important consequences, including, but not limited to:
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increasing our vulnerability to general adverse economic and industry conditions;
requiring us to dedicate a substantial portion of our cash flow from operations to the payment of interest and principal
due under our outstanding debt, which will limit our ability to obtain additional financing to fund future working
capital, capital expenditures, acquisitions, development of our natural gas reserves or other general corporate
requirements;
limiting our flexibility in planning for, or reacting to, changes in our business and in the natural gas industry;
placing us at a competitive disadvantage compared to our competitors with lower leverage and better access to capital
resources; and
limiting our ability to implement our business strategy.
Our senior secured revolving credit facility and the indentures governing certain of our Senior Notes limit the incurrence
of additional indebtedness unless specified tests or exceptions are met, subject our operations to compliance with certain
financial covenants on a quarterly basis, and impose a number of restrictions upon us, such as restrictions on granting liens on
our assets, making investments, paying dividends, stock repurchases, selling assets and engaging in acquisitions. Failure to
comply with these covenants could result in an event of default that, if not cured or waived, could materially adversely affect
us. Further, CNX Midstream Partners LP’s (CNXM) existing $600 million revolving credit facility and $400 million of 4.75%
Senior Notes, neither of which are guaranteed by CNX, subjects CNXM to similar financial and/or other restrictive covenants
and other restrictions.
If our cash flows and capital resources are insufficient to fund our debt service obligations, including repayment of such
obligations at maturity, CNX may be: forced to sell assets, seek additional capital or seek to restructure or refinance our
indebtedness. These alternative measures may not be successful and may not permit us to meet our respective scheduled debt
service obligations. In the absence of such operating results and resources, CNX could face substantial liquidity problems and
might be required to sell material assets or operations to attempt to meet our debt service and other obligations; however, our
existing debt documents restrict our ability to sell assets and the use of the proceeds from the sales, such that we may not be
able to consummate those sales or to obtain the proceeds which we could realize from them and these proceeds may not be
adequate to meet any debt service obligations then due.
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Our borrowing base under our senior secured revolving credit facility could decrease for a variety of reasons including
lower natural gas prices, declines in natural gas reserves, asset sales and lending requirements or regulations. Significant
reductions in our borrowing base below $2.3 billion could materially adversely affect our results of operations, financial
condition and liquidity.
Our ability to borrow and have letters of credit issued under our $1.4 billion senior secured revolving credit facility is
generally limited to a borrowing base. Our borrowing base is determined by the required number of lenders in good faith
calculating a loan value of the Company’s proved natural gas reserves. The borrowing base under our senior secured revolving
credit facility is currently $2.3 billion. Our borrowing base is redetermined by the lenders twice per year, and the next
scheduled borrowing base redetermination is expected to occur in the Spring of 2024. The various matters which we describe in
other risk factors that can decrease our proved natural gas reserves including lower natural gas prices, operating difficulties and
failure to replace our proved reserves could also decrease our borrowing base. Our borrowing base could also decrease as a
result of new lending requirements or regulations or the issuance of new indebtedness. If our borrowing base declined
significantly below $2.3 billion, CNX may be unable to implement our development plans, make acquisitions or otherwise
execute our business plan which could materially adversely affect our financial condition and results of operations. CNX also
could be required to repay any outstanding indebtedness in excess of the redetermined borrowing base. CNX could face
substantial liquidity problems, might not be able to access the equity or debt capital markets and might be required to sell
material assets or operations to attempt to meet our debt service and other obligations. CNX may not be able to consummate
those sales or to obtain the proceeds which CNX could realize from them, and those proceeds may not be adequate to meet any
debt service obligations then due.
The capped call transactions may affect the value of the Convertible Notes and our common stock, and subject CNX to
counterparty performance risk.
Concurrently with the pricing of the Convertible Notes, CNX entered into capped call transactions with certain financial
institutions, which are expected generally to reduce the potential dilution to our common stock upon any conversion of the
Convertible Notes and/or offset any potential cash payments CNX 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.
In connection with establishing their initial hedges of the capped call transactions, these financial institutions or their
respective affiliates purchased shares of our common stock and/or entered into various derivative transactions with respect to
our common stock, and they may modify their hedge positions by entering into or unwinding various derivatives and/or
purchasing or selling our common stock or other securities of ours in secondary market transactions prior to the maturity of the
Convertible Notes (and are likely to do so during any observation period related to a conversion of Convertible Notes). Further,
CNX will be subject to the unsecured risk that the financial institutions might default under the capped call transactions. If a
counterparty becomes subject to insolvency proceedings with respect to such counterparty’s obligations under the relevant
capped call transaction, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that
time under our transactions with that counterparty. Our exposure will depend on many factors, but, generally, the increase in
our exposure will be positively correlated to the increase in the market price and in the volatility of our common stock.
The potential effect, if any, of these transactions and activities on the price of our common stock or the Convertible Notes
will depend in part on market conditions and cannot be ascertained at this time. In addition, upon a default by a counterparty,
we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common stock.
CNX can provide no assurances as to the financial stability or viability of any counterparty.
Conversion of the Convertible Notes may dilute the ownership interest of existing stockholders or may otherwise depress the
price of our common stock.
The conversion of some or all of the Convertible Notes will dilute the ownership interests of existing stockholders to the
extent CNX delivers shares of our common stock upon conversion of any of the Convertible Notes and the potential dilution is
not reduced or offset by the capped call transactions CNX entered into. The Convertible Notes may become convertible at the
option of holders prior to their scheduled terms under certain circumstances. Any sales in the public market of the common
stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the
existence of the Convertible Notes may encourage short selling by market participants because the conversion of the
Convertible Notes could be used to satisfy short positions, or anticipated conversion of the Convertible Notes into shares of our
common stock could depress the price of our common stock.
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CNX may be unable to raise the funds necessary to repurchase the Convertible Notes for cash following a fundamental
change, or to pay any cash amounts due upon conversion, and our other indebtedness may impact our ability to repurchase
the Convertible Notes or pay cash upon their conversion.
Noteholders may, subject to a limited exception, require us to repurchase their Convertible Notes following a fundamental
change (as defined in the indenture) at a cash repurchase price generally equal to 100% of the principal amount of the
Convertible Notes to be repurchased, plus accrued and unpaid interest, if any. In addition, upon conversion, CNX will satisfy
part or all of our conversion obligation in cash unless CNX elects to settle conversions solely in shares of our common stock.
CNX may not have enough available cash or be able to obtain financing at the time we are required to repurchase the
Convertible Notes or pay the cash amounts due upon conversion. In addition, applicable law, regulatory authorities and the
agreements governing our other indebtedness may restrict our ability to repurchase the Convertible Notes or pay the cash
amounts due upon conversion.
Our failure to repurchase the Convertible Notes or to pay the cash amounts due upon conversion when required would
constitute a default under the indenture. A default under the indenture or the occurrence of the fundamental change itself could
also lead to a default under agreements governing our other indebtedness, which may result in that other indebtedness becoming
immediately payable in full. CNX may not have sufficient funds to satisfy all amounts due under the other indebtedness and the
Convertible Notes. The occurrence of any of these events as a result of our inability to satisfy our obligations under the
Convertible Notes could also negatively affect our reputation and affect the trading price of our common stock.
The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and
operating results.
In the event the conditional conversion feature of the Convertible Notes is triggered, holders of Convertible Notes will be
entitled to convert their Convertible Notes at any time during specified periods at their option. If one or more holders elect to
convert their Convertible Notes, unless CNX elects to satisfy our conversion obligation by delivering solely common stock
(other than paying cash in lieu of delivering any fractional shares), we would be required to settle a portion or all of our
conversion obligation through the payment of cash, which could adversely affect our liquidity.
Provisions of our Convertible Notes could delay or prevent an otherwise beneficial takeover of us.
Certain provisions of our Convertible Notes and the indenture governing the Convertible Notes could make a third-party
attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a “fundamental change” (as defined in
the indenture), then noteholders will have the right to require us to repurchase their Convertible Notes for cash. In addition, if a
takeover constitutes a “make-whole fundamental change” (as defined in the indenture), then CNX may be required to
temporarily increase the conversion rate. In either case, and in other cases, our obligations under the Convertible Notes and the
indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us, including in a
transaction that noteholders or holders of our common stock may view as favorable.
Risks Related to Strategic Transactions
Strategic determinations, including the allocation of capital and other resources to strategic opportunities, are subject to risk
and uncertainties, and our failure to appropriately allocate capital and resources among our strategic opportunities may
adversely affect our financial condition.
Our future growth prospects are dependent upon our ability to identify optimal strategies for investing our capital
resources to produce superior rates of return. In developing our business plan, we consider allocating capital and other resources
to various aspects of our businesses including well development, reserve acquisitions, exploratory activity, corporate items
(including share and debt repurchases) and other alternatives, including investments into new proprietary technologies and
strategies surrounding the generation and monetization of environmental attributes from our operations, including but not
limited to carbon credit offsets. We also consider our likely sources of capital, including cash generated from operations and
borrowings under our credit facilities. Notwithstanding the determinations made in the development of our core business plan,
business opportunities not previously identified periodically come to our attention, including possible acquisitions and
dispositions and opportunities to monetize technological improvements to our operations.
If CNX fails to identify optimal business strategies, optimize our capital investment and capital raising opportunities, use
our other resources in furtherance of our business strategies, make appropriate capital investment decisions, or anticipate
regulatory, policy and market changes associated with any of our strategic determinations, our financial condition and future
growth may be adversely affected. Moreover, economic or other circumstances may change from those contemplated by our
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business plan, and our failure to recognize or respond to those changes may limit our ability to achieve our objectives.
CNX does not completely control the timing of any divestitures that CNX may engage in, and they may not provide
anticipated benefits. Additionally, CNX may be unable to acquire additional properties in the future and any acquired
properties may not provide the anticipated benefits.
Our business and financing plans may include divesting certain assets over time. However, CNX does not completely
control the timing of divestitures, and delays in completing divestitures may reduce the benefits CNX may receive from them,
such as the timing of the receipt of cash proceeds. Also, there can be no assurance that the assets we divest will produce
anticipated proceeds. Further, the terms of our existing indentures may place restrictions on our ability to divest or sell certain
assets.
In the future, CNX may make acquisitions of assets or businesses that complement or expand our current business. No
assurance can be given that CNX will be able to identify suitable acquisition opportunities, negotiate acceptable terms, obtain
financing for acquisitions on acceptable terms or successfully acquire the identified targets. The success of any completed
acquisition will depend on our ability to effectively integrate the acquired business into our existing operations and to identify
and appropriately manage any liabilities assumed as part of the acquisition. The process of integrating acquired businesses or
assets may involve unforeseen difficulties and may require a disproportionate amount of our managerial and financial resources.
Our failure to make acquisitions in the future and successfully integrate the acquired businesses or assets into our existing
operations could materially adversely affect our financial condition and results of operations.
There is no guarantee that CNX 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. Any determinations to repurchase shares of our
common stock will be at the discretion of our board of directors based upon a review of all relevant considerations.
CNX currently has a repurchase program in place authorized by our board of directors, which is not subject to an
expiration date, and for which $1.1 billion remains available for repurchases as of February 6, 2024. The repurchase program
does not require us to acquire any specific number of shares. Our board of directors determination to repurchase shares of our
common stock will depend upon market conditions, applicable legal requirements, contractual obligations and other factors that
the board of directors deems relevant. Based on an evaluation of these factors, our board of directors may determine not to
repurchase shares or to repurchase shares at reduced levels from those anticipated by our shareholders See Note 5 – Stock
Repurchase in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for further discussion.
CNX may operate a portion of our business with one or more joint venture partners or in circumstances where CNX is not
the operator, which may restrict our operational and corporate flexibility.
As is common in the natural gas industry, CNX may operate one or more of our properties with a joint venture partner, or
contract with a third-party to control operations. These relationships could require us to share operational and other control,
such that CNX may no longer have the flexibility to control completely the development and operation of these properties. If
CNX does not timely meet our financial commitments in such circumstances, our rights to participate may be adversely
affected. If a joint venture partner is unable or fails to pay its portion of development costs or if a third-party operator does not
operate in accordance with our expectations, our costs of operations could be increased. CNX could also incur liability as a
result of actions taken or not taken by a joint venture partner or third-party operator. Disputes between us and the other party
may result in litigation or arbitration that would increase our expenses, delay or terminate projects and distract our officers and
directors from focusing their time and effort on our business.
In connection with the separation of our coal business, CONSOL Energy has agreed to indemnify us for certain liabilities,
and we have agreed to indemnify CONSOL Energy for certain liabilities. If we are required to pay under these indemnities
to CONSOL Energy, our financial results could be negatively impacted. The CONSOL Energy indemnity may not be
sufficient to hold us harmless from the full amount of liabilities for which CONSOL Energy has been allocated
responsibility, and CONSOL Energy may not be able to satisfy its indemnification obligations in the future.
Pursuant to the Separation and Distribution Agreement and certain other agreements with CONSOL Energy, CNX and
CONSOL Energy have agreed to indemnify the other for certain liabilities in each case for uncapped amounts. We remain liable
as a guarantor on certain liabilities that were assumed by CONSOL Energy in connection with the separation. The estimated
value of these guarantees was approximately $114 million as of December 31, 2023. Although CONSOL Energy agreed to
indemnify us to the extent that we are called upon to pay any of these liabilities, there is no assurance that CONSOL Energy
will satisfy its obligations to indemnify us in these situations.
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Indemnities that CNX may be required to provide CONSOL Energy are not subject to any cap, may be significant and
could negatively impact our business. Third parties could also seek to hold us responsible for any of the liabilities that
CONSOL Energy has agreed to retain, including in respect of certain statutory obligations related to, among others, health and
environmental matters. For example, see disclosure in Note 20 – Commitments and Contingent Liabilities in the Notes to the
Audited Consolidated Financial Statements in Item 8 of this Form 10-K for further discussion regarding a lawsuit filed by the
UMWA 1992 Benefit Plan against CNX and CONSOL Energy in May 2020.
Any amounts we are required to pay pursuant to these indemnification obligations and other liabilities could require us to
divert cash that would otherwise have been used in furtherance of our operating business. Further, the indemnity from
CONSOL Energy may not be sufficient to protect us against the full amount of such liabilities, and CONSOL Energy may not
be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from CONSOL
Energy any amounts for which we are held liable, CNX may be temporarily required to bear such losses. Each of these risks
could negatively affect our business, results of operations and financial condition.
Other General Risks
Cyber-incidents targeting our systems, oil and natural gas industry systems and infrastructure, or the systems of our third-
party service providers could materially adversely affect our business, financial condition or results of operations.
Cyber-incidents, including cybersecurity incidents, data misuse and ransomware attacks, continue to proliferate and
become more sophisticated, and could significantly affect us, third party operators on whom we depend, or the operations of our
customers and business partners, as well as impact general economic conditions, consumer confidence and spending and market
liquidity. Strategic targets, including energy-related assets, may be at greater risk of future incidents than other targets in the
United States. A cyber incident could result in information theft, data corruption, operational disruption, including
environmental and safety issues resulting from a loss of control of field equipment and assets, and/or financial loss.
Consequently, it is possible that any of these occurrences, or a combination of them, could materially adversely affect our
business, financial condition and impact our production. Our insurance may not protect us against all such occurrences.
The natural gas industry, and our business partners have become increasingly dependent upon digital technologies,
including information systems, infrastructure and cloud applications and services, and third-party risk management and
oversight to operate our businesses, process and record financial and operating data, market our natural gas, arrange
transportation, communicate with our employees and business partners, analyze geologic and operational information, estimate
quantities of natural gas reserves, monitor and control our field equipment and assets and perform other activities related to our
businesses. Our business partners, including vendors, service providers and financial institutions, are also dependent on digital
technology.
As dependence on digital technologies has increased the threat of cyber incidents, including deliberate attacks or
unintentional events, have also increased. A cyber-incident could include gaining unauthorized access to digital systems for
purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption, or result in
denial-of-service on websites. SCADA (supervisory control and data acquisition) based systems are potentially vulnerable to
targeted cyber-attacks due to their critical role in operations.
Our technologies, systems, networks, data centers and those of our business partners and suppliers may become the target
of cyber-incidents or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse,
loss or destruction of proprietary and other information, or other disruption of our business operations. In addition, certain cyber
incidents, such as surveillance, may remain undetected for an extended period.
Deliberate attacks on our assets, or security breaches in our systems or infrastructure, the systems or infrastructure of
third-parties or off-premise service providers could lead to corruption or loss of our proprietary data and potentially sensitive
data, delays in production or delivery, difficulty in completing and settling transactions, challenges in maintaining our books
and records, environmental damage, communication interruptions, damage to our reputation, other operational disruptions and
third-party liability, including the following:
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a cyber-incident impacting one of our vendors or service providers could result in supply chain disruptions, loss or
corruption of our information or other negative consequences, any of which could delay or halt development of
additional infrastructure, effectively delaying the start of cash flows from the project;
a cyber-incident related to our facilities may result in equipment damage or failure;
a cyber-incident impacting a communications network or power grid could cause operational disruption resulting in
impact to our production;
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A cyber-incident affecting an interstate pipeline company could result in an inability to deliver our natural gas to
certain markets;
a deliberate corruption of our financial or operational data could result in events of non-compliance which could lead
to regulatory fines or penalties; and
business interruptions could result in expensive remediation efforts, distraction of management, damage to our
reputation, or a negative impact on the price of our stock.
Our implementation of various internal and external controls and processes, including appropriate internal risk assessment
and internal policy implementation, incorporating a risk-based cyber security framework to monitor and mitigate security
threats and other strategies to increase security for our information, facilities and infrastructure is costly and labor intensive.
Moreover, there can be no assurance that such measures will be sufficient to prevent security breaches or other cyber-incidents
from occurring. As cyber threats continue to evolve, CNX may be required to expend significant additional resources to
continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.
Cyber-attacks continue to evolve in frequency and complexity. While no industry is immune, industrial networks have
come under increased targeted attacks recently (such as, Colonial Pipeline and JBS Foods Group). This has led to increased
scrutiny by cyber insurance carriers. As a result, securing a policy with sufficient protection has become more challenging. Our
ability to obtain insurance to mitigate the financial impact of cyber incidents may be challenged by the future prevalence and
nature of incidences experienced by companies and insurance markets willingness to underwrite this risk.
Terrorist activities could materially adversely affect our business and results of operations.
Terrorist attacks, including eco-terrorism, the threat of terrorist attacks, whether domestic or foreign, as well as military or
other actions taken in response to these acts, could affect the energy industry, the environment and industry related economic
conditions, including our operations, the operations of our customers, as well as general economic conditions, consumer
confidence, spending and market liquidity. Strategic targets, including energy-related assets, may be at greater risk of future
attacks than other targets in the United States. The occurrence or threat of terrorist attacks in the United States or other countries
could adversely affect the global economy in unpredictable ways, including the disruption of energy supplies and markets,
increased volatility in commodity prices or the possibility that the infrastructure on which we rely could be a direct target or an
indirect casualty of an act of terrorism, and, in turn, could materially adversely affect our business and results of operations. Our
insurance may not protect us against such occurrences.
ITEM 1B.
Unresolved Staff Comments
None.
ITEM 1C.
Cybersecurity
Overview
CNX maintains a comprehensive cybersecurity program that aims to provide a robust, dynamic, and secure environment
that protects the confidentiality, integrity, and availability of data required by our business to be stored, analyzed, transported,
and/or processed. The Company has implemented various internal and external controls and processes, including appropriate
internal risk assessment and policy implementation, incorporating a risk-based cybersecurity framework to monitor and mitigate
security threats and other strategies to increase security for our information, facilities, and infrastructure.
Risk Management and Strategy
The Company recognizes the risk that cybersecurity threats pose to our operations, and cybersecurity is an integral
component of our overall risk management strategy. We have adopted the U.S. Department of Commerce’s National Institute of
Standards and Technology (NIST) Cybersecurity Framework (the Framework) to guide our cybersecurity program. Developed
in 2013, the Framework is a voluntary set of standards, guidelines, and best practices designed to help organizations better
manage cybersecurity risks. CNX’s cybersecurity team consists of certain of our executive officers as well as dedicated
cybersecurity personnel – including without limitation, our Chief Information Officer (CIO), Director of Cybersecurity, and
multiple cybersecurity engineers. The cybersecurity team, led by professionals with deep cybersecurity expertise across
multiple industries, takes a cross-functional approach to addressing these risks and engages in discussions with the Board of
Directors (The Board) and our executive management team accordingly on an as-needed basis.
39
We have developed a written incident response plan (IRP) that delineates the procedures to be followed for handling a
variety of cybersecurity incidents; categorizes potential cybersecurity incidents and the required timeframe for reporting each;
establishes cybersecurity incident response levels; provides for the conducting of legally privileged investigations to enable us
to meet applicable legal obligations, including possible notification requirements; and outlines the roles and responsibilities for
various personnel in the event of a cybersecurity incident.
We have also established a vulnerability management program to address the identification, prioritization, and
remediation of potential cybersecurity vulnerabilities. These procedures allocate responsibility among various members of our
cybersecurity team to detect vulnerabilities, assess their urgency, backup appropriate systems, and prioritize, select, test, and
verify remediation methods. We hold weekly and monthly vulnerability management meetings with our internal technical and
business partners and regularly review these procedures to ensure that this vulnerability management program continues to be
effective.
Third parties also play a role in the Company’s comprehensive approach to cybersecurity and its associated risk
management framework. CNX leverages substantial technological tools and partners to augment and enable the efforts of its
internal cybersecurity team. Separately, management and oversight of the risks from cybersecurity threats associated with our
engagement of third-party service providers is currently included in our internal auditing procedures, however, we have plans to
further mature these procedures in the current fiscal year.
Governance
The Board, in coordination with the ESCR Committee, is responsible for the oversight of risks from cybersecurity threats.
The responsibilities of the ESCR Committee include overseeing policies and management systems for cybersecurity matters
and reviewing CNX’s strategy, objectives, and policies relative to cybersecurity. In addition, the Board and the ESCR
Committee receive regular presentations and reports on cybersecurity risks that address a wide range of topics, including recent
developments, personnel changes, discussion of testing and vulnerability assessment efforts, technological trends or tools, third
party updates, and regulatory standards. The CNX IRP calls for prompt and timely direct notifications and updates to the Board
(or its committees) as necessary in connection with any cybersecurity incidents that may occur. On a periodic basis, the Board
and the ESCR Committee discuss our approach to cybersecurity with our CIO and Director of Cybersecurity.
Management’s role in assessing and managing our material risks from cybersecurity threats, as well as making final
materiality determinations and disclosures and other compliance decisions, is documented in the CNX IRP, and our processes
for identifying, prioritizing, and remediating vulnerabilities are documented via the Company’s vulnerability management
program procedures. In connection with and pursuant to the IRP, our dedicated incident response team works collaboratively
across CNX to carry out a program that has been designed to protect our information system from cybersecurity threats, assess
and manage risks arising from any such threats, and to promptly respond to potential cybersecurity incidents.
To date, there have been no risks from cybersecurity threats, including as a result of any previous cybersecurity incidents,
which have materially affected, or have been reasonably likely to materially affect, the Company, including our business
strategy, results of operations or financial condition. Notwithstanding the extensive approach we take to cybersecurity, we may
not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. While
CNX maintains cybersecurity insurance, the costs related to cybersecurity threats or incidents may not be fully insured. For
more information on our cybersecurity related risks, see Item 1A. Risk Factors of this Annual Report on Form 10-K.
ITEM 2.
Properties
See “Detail of Operations” in Part I. Item 1 of this Form 10-K for a description of CNX's properties.
ITEM 3.
Legal Proceedings
The first three paragraphs of “Note 20 – Commitments and Contingent Liabilities” in the Notes to the Audited
Consolidated Financial Statements in Item 8 of this Form 10-K are incorporated herein by reference.
ITEM 4.
Mine Safety Disclosures
Not applicable.
40
PART II
ITEM 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
The Company's common stock is listed on the New York Stock Exchange under the symbol “CNX”.
As of December 31, 2023, there were 84 holders of record of our common stock.
The following performance graph compares the yearly percentage change in the cumulative total shareholder return on the
common stock of CNX to the cumulative shareholder return for the same period of a peer group and the Standard & Poor's 500
Stock Index. The current peer group is comprised of CNX, Antero Resources Corporation, Chesapeake Energy Corporation,
EQT Corporation, Gulfport Energy Corporation, Range Resources Corporation and Southwestern Energy Co. The graph
assumes that the value of the investment in CNX common stock and each index was $100 at December 31, 2018. The graph
also assumes that all dividends were reinvested and that the investments were held through December 31, 2023.
CNX Resources Corporation
Peer Group
S&P 500 Stock Index
2018
100.0
100.0
100.0
2019
2020
77.5
52.5
128.9
94.6
57.4
149.9
2021
120.4
128.4
190.2
2022
147.4
191.9
153.3
2023
175.2
197.4
190.4
Cumulative Total Shareholder Return Among CNX Resources Corporation, Peer Group and S&P 500 Stock Index
The above information is being furnished pursuant to Regulation S-K, Item 201(e) (Performance Graph).
The determination to declare and pay dividends is made by CNX's Board of Directors. CNX has not paid dividends on its
common stock since 2016. Any 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 other factors as the Board of Directors deems relevant.
41
The Company's Credit Facility currently limits CNX's 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 under the Company’s Credit Facility or Notes in the
year ended December 31, 2023.
Unregistered Sales of Equity Securities and Use of Proceeds
The following table sets forth repurchases of our common stock during the three months ended December 31, 2023:
Period
October 1, 2023-
October 31, 2023
November 1, 2023-
November 30, 2023
December 1, 2023-
December 31, 2023
Total
Total Number of Shares
Purchased (1)
ISSUER PURCHASES OF EQUITY SECURITIES
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)
2,078,116
1,553,205
1,643,117
5,274,438
$22.33
$21.25
$20.08
2,077,174
$1,194,118
1,553,205
$1,161,119
1,643,117
5,273,496
$1,128,119
(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 current $2,900 million share repurchase program authorized by the Board of
Directors, which is not subject to an expiration date. See Note 5 – Stock Repurchase in the Notes to the Audited Consolidated
Financial Statements in Item 8 of this Form 10-K for additional information.
See Part III. Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters” for information relating to CNX's equity compensation plans.
ITEM 6. Reserved
Not applicable.
42
ITEM 7.
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-K. 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 views and beliefs of management, as well as assumptions and estimates made by management. Actual
results could differ materially from 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.” 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 global events such as the conflict between Russia and Ukraine and the announcement by the
Organization of the Petroleum Exporting Countries (OPEC) to extend production cuts through the first quarter of 2024, 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-K 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. 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, thus having a greater impact on our
financial position. Rising interest rates increased our costs on borrowings under our Credit Facility in 2023, but it is currently
anticipated that the Federal Reserve will make cuts to relevant interest rates in 2024. CNX remains committed to our ongoing
efforts to increase the efficiency of our operations and improve costs, which may, in part, offset any additional cost increases
from inflation.
New Technologies Update
As previously disclosed, CNX continues to devote resources to the development of unique, proprietary technologies to
further enable vertical and horizontal business growth. This includes the development and use of proprietary technology to
enhance and alter manufacturing processes for the extraction and delivery of natural gas through the development and
commercialization of emerging technologies, as well as the development and sale of environmental attributes from our
operations. CNX is also focusing on forging strategic partnerships for the use of low carbon intensity feedstocks and creation of
derivative products.
For the year ended December 31, 2023, CNX had $41 million of sales of environmental attributes which includes items
such as (but is not limited to): carbon credits, air quality credits, renewable or alternative energy credits, methane capture
credits, methane performance certificates, emission reductions, offsets and/or allowances. These sales are included as part of
Other Revenue and Operating Income in the Other Segment. For the year ended December 31, 2023, CNX incurred $7 million
of environmental attribute fees which represent costs related to the sale of environmental attributes and are included in Other
Operating Expense in the Other Segment.
43
On December 15, 2023, citing delays and increasing uncertainty over implementation rules guiding the use of the 45V
hydrogen production tax credit provisions of the Inflation Reduction Act (IRA) and an inability to reach final commercial terms
with project developers, CNX announced it had ended coordination with the Adams Fork project. The Company continues to
evaluate several viable alternative sites in southern West Virginia for clean hydrogen projects.
The Company remains committed to supporting the Appalachian Regional Clean Hydrogen Hub (ARCH2) via use of its
local, low cost, low carbon intensity feedstock, which is ideal for affordable, clean hydrogen production in historically
disadvantaged energy communities across Appalachia. CNX's final investment decision remains contingent upon the future
issuance of tax credit guidance that unambiguously supports low carbon intensity feedstock projects that will facilitate
development of the regional clean hydrogen hubs, including ARCH2.
2023 Highlights:
•
•
•
•
Proved developed reserves of 6.0 Tcfe.
Total sales volumes of 560.4 Bcfe.
Shale sales volumes of 519.5 Bcfe.
Repurchased 17.6 million shares of CNX common stock for $322 million on the open market.
2024 Outlook:
•
•
•
Our 2024 annual sales volumes are expected to be approximately 570-590 Bcfe (This includes approximately 15-18
Bcfe of CMM. See New Technologies section in “Item 1. Business” of this Form 10-K for additional information).
Our 2024 capital expenditures are expected to be approximately $575-$625 million.
Our 2024 sales of environmental attributes, net of corresponding fees, are expected to be approximately $75 million.
However, our ability to sell environmental attributes 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" of this Form 10-K.
44
Results of Operations:
The following discussion and analysis of our Results of Operations and Liquidity and Capital Resources includes a
comparison of the year ended December 31, 2023 to the year ended December 31, 2022. A similar discussion and analysis that
compares year ended December 31, 2022 to the fiscal year ended December 31, 2021 is omitted from this Form 10-K and may
be found in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Form
10-K for the year ended December 31, 2022, which is incorporated herein by reference.
Net Income (Loss)
CNX reported net income of $1,721 million, or earnings per diluted share of $8.99, for the year ended December 31,
2023, compared to a net loss of $142 million, or a loss per diluted share of $0.75, for the year ended December 31, 2022.
Included in earnings for the year ended December 31, 2023 was an unrealized gain on commodity derivative instruments
of $1,765 million and a net gain on asset sales and abandonments of $132 million. Included in the loss for the year ended
December 31, 2022 was an unrealized loss on commodity derivative instruments of $851 million and a net gain on asset sales
and abandonments of $9 million. See Note 4 – Acquisitions and Dispositions in the Notes to the Audited Consolidated
Financial Statements in Item 8 of this Form 10-K 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 21 – Segment Information in the Notes to the Audited Consolidated
Financial Statements in Item 8 of this Form 10-K 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.
45
Non-GAAP Financial Measures Reconciliation
(Dollars in millions)
Total Revenue and Other Operating Income
(Deduct) Add:
Purchased Gas Revenue
(Gain) Loss on Commodity Derivative Instruments
Other Revenue and Operating Income
For the Years Ended
December 31,
2023
2022
$
3,435 $
1,261
(75)
(1,765)
(130)
1,465 $
(186)
851
(87)
1,839
Sales of Natural Gas, NGL and Oil, including Cash Settlements, a Non-GAAP Financial Measure $
Total Operating Expense
(Deduct):
$
1,192 $
1,321
Exploration and Production Related Other Costs
Depreciation, Depletion and Amortization (DD&A) - Corporate
Purchased Gas Costs
Selling, General and Administrative Costs
Other Operating Expense
(13)
(8)
(185)
(122)
(63)
Natural Gas, NGL and Oil Production Costs, a Non-GAAP Financial Measure1
930
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.
(14)
(10)
(70)
(125)
(80)
893 $
$
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 Years Ended December 31,
2023
2022
Variance
in Millions
Per Mcfe
in Millions
Per Mcfe
in Millions
Per Mcfe
Total Sales Volumes (Bcfe)*
560.4
580.2
(19.8)
Natural Gas, NGL and Oil Revenue
Gain (Loss) on Commodity Derivative Instruments -
Cash Settlement
Sales of Natural Gas, NGL and Oil, including Cash
Settlements, a Non-GAAP Financial Measure
Lease Operating Expense
Production, Ad Valorem, and Other Fees
Transportation, Gathering and Compression
Depreciation, Depletion and Amortization (DD&A)
Natural Gas, NGL and Oil Production Costs, a Non-
GAAP Financial Measure
Natural Gas, NGL and Oil Production Margin, a Non-
GAAP Financial Measure
$
1,302 $ 2.29 $
3,652 $ 6.52 $ (2,350) $
(4.23)
163
0.32
(1,813)
(3.35)
1,976
3.67
1,465
63
28
382
420
2.61
0.11
0.05
0.68
0.75
1,839
67
45
370
448
3.17
0.11
0.08
0.64
0.77
(374)
(0.56)
(4)
—
(17)
(0.03)
12
0.04
(28)
(0.02)
893
1.59
930
1.60
(37)
(0.01)
$
572 $ 1.02 $
909 $ 1.57 $
(337) $
(0.55)
*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 19.8 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 offset, in part, by an increase in NGL sales volume from
new wells turned-in-line and an increase in ethane recoveries.
46
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 expense increased on a per unit basis primarily due to increased processing
fees, 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.
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:
in thousands (unless noted)
LIQUIDS
NGL:
Sales Volume (MMcfe)
Sales Volume (Mbbls)
Gross Price ($/Bbl)
Gross NGL Revenue
Oil/Condensate:
Sales Volume (MMcfe)
Sales Volume (Mbbls)
Gross Price ($/Bbl)
Gross Oil/Condensate Revenue
GAS
Sales Volume (MMcf)
Sales Price ($/Mcf)
Gross Gas Revenue
For the Years Ended December 31,
2023
2022
Variance
Percent
Change
44,461
7,410
21.24 $
37,997
6,333
$
38.16 $
$ 157,573 $ 241,535 $
6,464
1,077
(16.92)
(83,962)
1,236
206
65.88 $
13,577 $
1,476
246
81.90 $
20,155 $
(240)
(40)
(16.02)
(6,578)
$
$
540,696
514,669
(26,027)
$
(4.07)
$ 1,131,068 $ 3,390,422 $ (2,259,354)
6.27 $
2.20 $
17.0 %
17.0 %
(44.3) %
(34.8) %
(16.3) %
(16.3) %
(19.6) %
(32.6) %
(4.8) %
(64.9) %
(66.6) %
Hedging Impact ($/Mcf)
$
0.32 $
(3.35) $
3.67
109.6 %
Gain (Loss) on Commodity Derivative Instruments - Cash
Settlement
$ 163,026 $ (1,812,777) $ 1,975,803
109.0 %
The decrease in gross revenue was primarily the result of the $4.07 per Mcf decrease in natural gas prices, when
excluding the impact of hedging, the $16.92 per Bbl decrease in NGL prices, and the 19.8 Bcfe decrease in sales volume. 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.
47
SEGMENT ANALYSIS for the year ended December 31, 2023 compared to the year ended December 31, 2022:
For the Year Ended
December 31, 2023
Difference to Year Ended
December 31, 2022
(in millions)
Shale
CBM
Other
Total
Shale
CBM
Other
Total
Natural Gas, NGLs and Oil Revenue
$ 1,170 $ 131 $
1 $ 1,302 $ (2,165) $ (184) $
(1) $ (2,350)
Gain on Commodity Derivative Instruments
151
12
1,765
1,928
1,824
151
2,617
4,592
Purchased Gas Revenue
Other Revenue and Operating Income
—
—
67
—
75
63
75
—
—
(111)
(111)
130
(2)
—
45
43
Total Revenue and Other Operating Income
1,388
143
1,904
3,435
(343)
(33)
2,550
2,174
Lease Operating Expense
Production, Ad Valorem, and Other Fees
Transportation, Gathering and Compression
Depreciation, Depletion and Amortization
44
21
316
365
Exploration and Production Related Other Costs
—
—
Purchased Gas Costs
Selling, General and Administrative Costs
Other Operating Expense
—
—
—
—
—
—
19
—
7
—
66
50
—
19
10
70
125
80
63
28
382
434
10
70
(6)
(12)
(3)
(24)
2
—
(5)
—
17
(4)
(2)
1
2
(4)
(17)
12
(27)
2
—
—
—
—
(115)
(115)
125
—
—
80
—
—
Total Operating Costs and Expenses
746
142
304
1,192
(45)
10
Other Expense
—
—
9
9
—
—
Gain on Asset Sales and Abandonments, net
—
—
(132)
(132)
—
—
(123)
(123)
Loss on Debt Extinguishment
—
—
—
—
—
—
3
17
(94)
(1)
3
17
(129)
(1)
(23)
15
(132)
(226)
(23)
15
(132)
(261)
Interest Expense
Total Other Expenses
Total Costs and Expenses
Earnings Before Income Tax
—
—
—
—
143
20
143
—
—
20
—
—
746
142
324
1,212
(45)
10
$ 642 $
1 $ 1,580 $ 2,223 $ (298) $
(43) $ 2,776 $ 2,435
48
SHALE SEGMENT
The Shale segment had earnings before income tax of $642 million for the year ended December 31, 2023 compared to
earnings before income tax of $940 million for the year ended December 31, 2022.
Shale Gas Sales Volumes (Bcf)
NGLs Sales Volumes (Bcfe)*
Oil/Condensate Sales Volumes (Bcfe)*
Total Shale Sales Volumes (Bcfe)*
For the Years Ended December 31,
2023
473.8
44.5
1.2
519.5
2022
496.7
38.0
1.4
536.1
Variance
(22.9)
6.5
(0.2)
(16.6)
Percent
Change
(4.6) %
17.1 %
(14.3) %
(3.1) %
Average Sales Price - Gas (per Mcf)
Gain (Loss) on Commodity Derivative Instruments - Cash Settlement (per Mcf)
Average Sales Price - NGLs (per Mcfe)*
Average Sales Price - Oil/Condensate (per Mcfe)*
$ 2.11 $ 6.19 $ (4.08)
$ 0.32 $ (3.37) $ 3.69
$ 3.54 $ 6.36 $ (2.82)
$ 10.95 $ 13.63 $ (2.68)
(65.9) %
109.5 %
(44.3) %
(19.7) %
Total Average Shale Sales Price (per Mcfe)
Average Shale Lease Operating Expenses (per Mcfe)
Average Shale Production, Ad Valorem and Other Fees (per Mcfe)
Average Shale Transportation, Gathering and Compression Costs (per Mcfe)
Average Shale Depreciation, Depletion and Amortization Costs (per Mcfe)
Total Average Shale Production Costs (per Mcfe)
Total Average Shale Production Margin (per Mcfe)
0.08
0.04
0.61
0.70
$ 2.54 $ 3.10 $ (0.56)
(0.01)
(0.03)
0.01
(0.02)
$ 1.43 $ 1.48 $ (0.05)
$ 1.11 $ 1.62 $ (0.51)
0.09
0.07
0.60
0.72
(18.1) %
(11.1) %
(42.9) %
1.7 %
(2.8) %
(3.4) %
(31.5) %
*NGLs and Oil/Condensate are converted to Mcfe at the rate of one barrel equals six Mcf based upon the approximate relative energy
content of oil and natural gas, which is not indicative of the relationship of oil, NGLs, condensate, and natural gas prices.
The Shale segment had natural gas, NGLs and oil/condensate revenue of $1,170 million for the year ended December 31,
2023 compared to $3,335 million for the year ended December 31, 2022. The $2,165 million decrease was due primarily to a
65.9% decrease in the average sales price for natural gas, a 44.3% decrease in the average sales price of NGLs, and a 3.1%
decrease in total Shale gas sales volumes. 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 offset, in part, by an increase in NGL sales
volume from new wells turned-in-line and an increase in ethane recoveries.
The decrease in total average Shale sales price was primarily due to a $4.08 per Mcf decrease in average gas sales price
and a $2.82 per Mcfe decrease in the average NGL sales price. These decreases were offset in part by a $3.69 per Mcf change in
the realized gain (loss) on commodity derivative instruments. The notional amounts associated with these financial hedges
represented approximately 399.2 Bcf of the Company's produced Shale gas sales volumes for the year ended December 31,
2023 at an average gain of $0.37 per Mcf hedged. For the year ended December 31, 2022, these financial hedges represented
approximately 424.7 Bcf at an average loss of $3.94 per Mcf hedged.
Total operating costs and expenses for the Shale segment were $746 million for the year ended December 31, 2023
compared to $791 million for the year ended December 31, 2022. The decreases in total dollars and unit costs for the Shale
segment were due to the following items:
• Shale lease operating expenses were $44 million for the year ended December 31, 2023 compared to $50 million for
the year ended December 31, 2022. The decrease in total dollars was primarily related to a decrease in water disposal costs as
more water was able to be reused in well completions instead of being taken to disposal.
• Shale production, ad valorem and other fees were $21 million for the year ended December 31, 2023 compared to $33
million for the year ended December 31, 2022. The decrease in total dollars was primarily due to decreased realized prices on
natural gas.
49
• Shale transportation, gathering and compression costs were $316 million for the year ended December 31, 2023
compared to $319 million for the year ended December 31, 2022. The decrease in total dollars was primarily related to a
decrease in firm transportation expense due to the lower Shale sales volumes. The decrease was offset, in part, by an increase in
repairs and maintenance expense and an increase in processing costs due to an increase in ethane extraction and processing
rates. The increase in unit costs was due to the decrease in total Shale sales volumes.
• Depreciation, depletion and amortization costs attributable to the Shale segment were $365 million for the year ended
December 31, 2023 compared to $389 million for the year ended December 31, 2022. These amounts included depletion on a
unit 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 $67 million for the year ended December 31, 2023 compared to $69
million for the year ended December 31, 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 $1 million for the year ended December 31, 2023 compared to
earnings before income tax of $44 million for the year ended December 31, 2022.
CBM Gas Sales Volumes (Bcf)
For the Years Ended December 31,
2023
2022
40.6
43.7
Variance
(3.1)
Percent
Change
(7.1) %
Average Sales Price - Gas (per Mcf)
$ 3.22 $ 7.20 $ (3.98)
(55.3) %
Gain (Loss) on Commodity Derivative Instruments - Cash Settlement - Gas (per
Mcf)
$ 0.28 $ (3.18) $ 3.46
108.8 %
Total Average CBM Sales Price (per Mcf)
Average CBM Lease Operating Expenses (per Mcf)
Average CBM Production, Ad Valorem and Other Fees (per Mcf)
Average CBM Transportation, Gathering and Compression Costs (per Mcf)
Average CBM Depreciation, Depletion and Amortization Costs (per Mcf)
Total Average CBM Production Costs (per Mcf)
Total Average CBM Production Margin (per Mcf)
0.49
0.16
1.61
1.23
$ 3.51 $ 4.01 $ (0.50)
0.09
(0.11)
0.49
0.02
$ 3.49 $ 3.00 $ 0.49
$ 0.02 $ 1.01 $ (0.99)
0.40
0.27
1.12
1.21
(12.5) %
22.5 %
(40.7) %
43.8 %
1.7 %
16.3 %
(98.0) %
The CBM segment had natural gas revenue of $131 million for the year ended December 31, 2023 compared to $315
million for the year ended December 31, 2022. The $184 million decrease was primarily due to a 55.3% decrease in the average
sales price for natural gas in the current period and a 7.1% decrease in CBM gas sales volumes due to normal production
declines.
The total average CBM sales price decreased $0.50 per Mcf due to a $3.98 per Mcf decrease in average gas sales price,
offset in part by a $3.46 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 31.9 Bcf
of the Company's produced CBM gas sales volumes for the year ended December 31, 2023 at an average gain of $0.36 per Mcf
hedged. For the year ended December 31, 2022, these financial hedges represented approximately 35.5 Bcf at an average loss of
$3.92 per Mcf hedged.
Total operating costs and expenses for the CBM segment were $142 million for the year ended December 31, 2023
compared to $132 million for the year ended December 31, 2022. The increases in total dollars and unit costs for the CBM
segment were due to the following items:
50
• CBM lease operating expense was $19 million for the year ended December 31, 2023 compared to $17 million for the
year ended December 31, 2022. The increases in total dollars and unit costs were primarily due to increases in water disposal
costs and repairs and maintenance expense.
• CBM production, ad valorem and other fees were $7 million for the year ended December 31, 2023 compared to $12
million for the year ended December 31, 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 $66 million for the year ended December 31, 2023
compared to $49 million for the year ended December 31, 2022. The increases in total dollars and unit cost were primarily due
to an increase in electrical compression expense and repairs and maintenance expense.
• Depreciation, depletion and amortization costs attributable to the CBM segment were $50 million for the year ended
December 31, 2023 compared to $54 million for the year ended December 31, 2022. The decrease in total dollars and increase
in unit costs was primarily due to the lower volumes in the current period. These amounts included depletion on a unit of
production basis of $0.64 per Mcfe and $0.65 per Mcfe, respectively. 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 $1,580 million for the year ended December 31, 2023 compared to
a loss before income tax of $1,196 million for the year ended December 31, 2022. The increase in total dollars is discussed
below.
Other Gas Sales Volumes (Bcf)
Unrealized Gain (Loss) on Commodity Derivative Instruments
For the Years Ended December 31,
2023
2022
Variance
0.3
0.4
(0.1)
Percent Change
(25.0) %
For the year ended December 31, 2023, the Other Segment recognized an unrealized gain on commodity derivative
instruments of $1,765 million. For the year ended December 31, 2022, the Other Segment recognized an unrealized loss on
commodity derivative instruments of $851 million, as well as cash settlements paid of $1 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. See Note 19 – Derivative Instruments in the Notes to the Audited Consolidated Financial Statements in
Item 8 of this Form 10-K for additional information related to the cash settlements.
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 $75 million for the year
ended December 31, 2023 compared to $186 million for the year ended December 31, 2022. Purchased gas costs were $70
million for the year ended December 31, 2023 compared to $185 million for the year ended December 31, 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.
Purchased Gas Sales Volumes (in Bcf)
Purchased Gas Average Sales Price (per Mcf)
Purchased Gas Average Cost (per Mcf)
For the Years Ended December 31,
2023
2022
Variance
31.1
2.39 $
2.25 $
30.7
6.04 $
6.03 $
0.4
(3.65)
(3.78)
$
$
Percent Change
1.3 %
(60.4) %
(62.7) %
51
Other Operating Income
(in millions)
Sales of Environmental Attributes
Excess Firm Transportation Income
Equity Income from Affiliates
Water Income
Total Other Operating Income
For the Years Ended December 31,
2023
2022
Variance
$
$
41 $
16
3
3
63 $
— $
12
1
5
18 $
41
4
2
(2)
45
Percent Change
100.0 %
33.3 %
200.0 %
(40.0) %
250.0 %
•
•
•
Sales of environmental attributes includes items such as (but are not limited to): carbon credits, air quality credits,
renewable or alternative 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.
• Water income decreased in the period-to-period comparison due to fewer third-party sales in the current period.
Exploration and Production Related Other Costs
(in millions)
Lease Expiration Costs
Land Rentals
Seismic Activity
Total Exploration and Production Related Other Costs
For the Years Ended December 31,
2023
2022
Variance
$
$
6 $
4
—
10 $
1 $
4
3
8 $
5
—
(3)
2
Percent Change
500.0 %
— %
(100.0) %
25.0 %
•
•
Lease expiration costs relate to leases where the primary term expired or will expire within the next 12 months. The
increase in the year ended December 31, 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 relates to the acquisition of three-dimensional seismic data.
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.
(in millions)
Long-Term Equity-Based Compensation (Non-Cash)
Salaries, Wages and Employee Benefits
Contributions and Advertising
Short-Term Incentive Compensation
Other
Total SG&A
For the Years Ended December 31,
2023
2022
Variance
20 $
31
4
11
59
125 $
16 $
31
5
20
50
122 $
4
—
(1)
(9)
9
3
Percent Change
25.0 %
— %
(20.0) %
(45.0) %
18.0 %
2.5 %
$
$
52
•
•
•
Long-term equity-based compensation (non-cash) increased in the period-to-period comparison due to an increase in
equity awards.
Short-term incentive compensation decreased $9 million due to lower projected payouts for the current period.
Other increased in the period-to-period comparison primarily due to an increase in professional services and consulting
fees related to cyber security, legal matters and regulatory reporting.
Other Operating Expense
(in millions)
Environmental Attribute Fees
Inventory Adjustments
Idle Equipment and Service Charges
Unutilized Firm Transportation and Processing Fees
Insurance Expense
Water Expense
Virginia Flood Expense
Litigation Settlements
Other
Total Other Operating Expense
For the Years Ended December 31,
2023
2022
Variance
7 $
6
4
53
4
1
2
—
3
80 $
— $
—
—
52
3
1
3
3
1
63 $
7
6
4
1
1
—
(1)
(3)
2
17
Percent Change
100.0 %
100.0 %
100.0 %
1.9 %
33.3 %
— %
(33.3) %
(100.0) %
200.0 %
27.0 %
$
$
•
•
•
•
•
•
Environmental attribute fees represent costs related to the monetization of environmental attributes that are included in
Other Operating Income.
Inventory adjustments represent required adjustments made to record inventory at the lower of cost or net realizable
value.
Idle equipment and service charges relate to the temporary idling of certain equipment and other services that may be
needed in the natural gas drilling and completions process.
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.
Virginia flood expense includes the continuing cleanup and repair costs related to flooding that occurred in Buchanan
County, Virginia in July 2022.
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 this 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.
53
Other Expense
(in millions)
Other Income
Right-of-Way Sales
Other
Total Other Income
Other Expense
Professional Services
Bank Fees
Other Land Rental Expense
Other Corporate Expense
Total Other Expense
Total Other Expense
For the Years Ended December 31,
2023
2022
Variance
Percent Change
$
$
$
$
$
5 $
4
9 $
2 $
11
3
2
18 $
4 $
5
9 $
4 $
11
3
1
19 $
1
(1)
—
(2)
—
—
1
(1)
25.0 %
(20.0) %
— %
(50.0) %
— %
— %
100.0 %
(5.3) %
9 $
10 $
(1)
(10.0) %
•
Professional services decreased in the period-to-period comparison primarily due to a decrease in legal fees.
Gain on Asset Sales and Abandonments, net
A net gain on asset sales of $132 million was recognized in the year ended December 31, 2023 compared to a gain of $9
million in the year ended December 31, 2022. The net gain during the year ended December 31, 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 Audited
Consolidated Financial Statements in Item 8 of this Form 10-K for additional information). During the year ended
December 31, 2022, the Company chose to plug and abandon a Shale wellbore. This well was originally part of future
development plans, and in order to not delay other wells, CNX plugged the wellbore and planned to access the reserves at a
future date. This loss was offset in part by sales of various non-core assets, primarily rights-of-way, surface acreage and other
non-core oil and gas interests.
Loss on Debt Extinguishment
A loss on debt extinguishment of $23 million was recognized in the year ended December 31, 2022 following CNX’s
purchase of a portion of the Convertible Notes due May 2026 and $350 million of the 7.25% Senior Notes due March 2027 at
an average price equal to 102.5% of the principal amount. See Note 12 – Long-Term Debt in the Notes to the Audited
Consolidated Financial Statements in Item 8 of this Form 10-K for additional information. No such transactions occurred in the
current period.
Interest Expense
(in millions)
Total Interest Expense
For the Years Ended December 31,
2023
2022
Variance
$
143 $
128 $
Percent Change
11.7 %
15
The $15 million increase in total interest expense was primarily due a $3 million unrealized loss on interest rate swaps in
the current period compared to a $10 million unrealized gain in the prior period. The increase was also due to slightly higher
interest paid on long-term debt that was issued in September 2022. These increases were offset in part by lower borrowings on
the Credit Facility. See Note 12 – Long-Term Debt in the Notes to the Audited Consolidated Financial Statements in Item 8 of
this Form 10-K for additional information.
54
Income Taxes
(in millions)
Total Company Earnings (Loss) Before Income Tax
Income Tax Expense (Benefit)
Effective Income Tax Rate
For the Years Ended December 31,
$
$
2023
2,223
502
22.6 %
$
$
2022
$
$
(212)
(70)
33.0 %
Variance
2,435
572
(10.4) %
Percent Change
1,148.6 %
817.1 %
The effective income tax rate was 22.6% for the year ended December 31, 2023 compared to 33.0% for the year ended
December 31, 2022. The effective tax rates for the years ended December 31, 2023 and 2022 differ from the U.S. federal
statutory rate of 21% primarily due to federal tax credits, state income taxes including tax rate changes, equity compensation,
and the impact of changes in certain state deferred tax asset valuation allowances. The unrealized gains and losses represent
changes in the fair value of the Company’s existing commodity hedges on a mark-to-market basis.
See Note 6 – Income Taxes in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for
additional information.
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 December 31, 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 were nominal as of
December 31, 2023 and $21 million as of December 31, 2022.
Accounts and notes receivable - trade as of December 31, 2023 and 2022 were $116 million and $348 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 $575 million to $625 million for the year ended December 31,
2024. For the year ended December 31, 2023, CNX had capital expenditures of $679.4 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.
55
•
•
•
Production volumes are expected to range between 570.0 Bcfe and 590.0 Bcfe for the year ended December 31,
2024. For the year ended December 31, 2023, CNX had production volumes of 560.4 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 $56 million at December 31,
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 7A., “Quantitative and Qualitative Disclosures About
Market Risk” for further discussion of our commodity risk management.
Cash Flows (in millions)
Cash Provided by Operating Activities
Cash Used in Investing Activities
Cash Used in Financing Activities
For the Years Ended December 31,
2023
2022
Change
$
$
$
815 $
(509) $
(326) $
1,235 $
(528) $
(689) $
(420)
19
363
Cash provided by operating activities changed in the period-to-period comparison primarily due to the following items:
•
•
Net income increased $1,863 million in the period-to-period comparison.
Adjustments to reconcile net income to cash provided by operating activities primarily consisted of a $2,778 million
net change in commodity derivative instruments, a $573 million benefit from the change in deferred income taxes, a
$123 million increase in gain on asset sales and abandonments, net, and a $45 million net benefit from various other
changes in working capital.
Cash used in investing activities changed in the period-to-period comparison primarily due to the following items:
•
•
Capital expenditures increased $114 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 $133 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 Audited Consolidated Financial Statements in Item 8
of this Form 10-K for additional information).
Cash used in financing activities changed in the period-to-period comparison primarily due to the following items:
•
•
•
•
•
•
Proceeds from borrowings under the CNXM Credit Facility decreased $10 million and repayments under the
CNXM Credit Facility increased $7 million.
Proceeds from borrowings under the CNX Credit Facility decreased $1,745 million and repayments under the CNX
Credit Facility decreased $1,989 million.
During the year ended December 31, 2022, CNX closed on $500 million aggregate principal amount of CNX
7.375% Senior Notes due January 2031 at a price of 98.8% for cash proceeds of $494 million. See Note 12 – Long-
Term Debt in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional
information.
During the year ended December 31, 2022, CNX paid $359 million to repurchase $350 million of CNX 7.25%
Senior Notes due March 2027 at 102.5% of the principal amount. See Note 12 – Long-Term Debt in the Notes to the
Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.
During the year ended December 31, 2022, CNX paid $27 million to repurchase $14 million of the 2026 Convertible
Notes at 188.0% of the principal amount. See Note 12 – Long-Term Debt in the Notes to the Audited Consolidated
Financial Statements in Item 8 of this Form 10-K for additional information.
During the years ended December 31, 2023 and 2022, CNX repurchased $320 million and $565 million,
respectively, of its common stock on the open market.
56
Commitments and Significant Contractual Obligations
The following is a summary of the Company's significant contractual obligations at December 31, 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
Gas Firm Transportation and Processing
Long-Term Debt
Interest on Long-Term Debt
Finance Lease Obligations
Interest on Finance Lease Obligations
Operating Lease Obligations
Interest on Operating Lease Obligations
Long-Term Liabilities—Employee Related (a)
Other Long-Term Liabilities (b)
Total Contractual Obligations (c)
$
400 $
800 $
247,186
326,068
130,496
4,278
1,383
53,913
5,832
2,216
175,513
947,285 $
445,455
157,200
253,080
8,727
2,747
65,294
5,291
4,696
29,246
972,536 $
$
— $
— $
1,200
1,647,191
581,370
373,180
2,226,034
1,391,038
351,728
704,547
136,533
184,438
26,185
5,126
8,054
5,837
59
1,648
147,691
17,954
10,530
15,753
2,141
2,489
34,581
23,240
4,429
309,228
88,916
15,553
952,049 $ 2,246,377 $ 5,118,247
_________________________
(a)
(b)
(c)
Employee related long-term liabilities include salaried retirement contributions and work-related injuries and illnesses.
Other long-term liabilities include royalties and other long-term liability costs.
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.
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 Audited 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 December 31,
2023. Management believes these items will expire without being funded. See Note 20 – Commitments and Contingent
Liabilities in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional details of
the various financial guarantees that have been issued by CNX.
Debt
At December 31, 2023, CNX had total long-term debt of $2,226 million, including the current portion of long-term debt
of $326 million and 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 $5 million of
unamortized 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 discount. Interest on the notes is payable April 15 and October 15 of each year. Payment on 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
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 $5 million of unamortized discount and issuance costs. Interest on the notes
57
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). At December 31, 2023,
the conditions of allowing holders of the Convertible Notes to exercise their conversion right were met and as of
December 31, 2023, the Convertible Notes were convertible. The Convertible Notes are therefore classified as short-
term debt at December 31, 2023.
An aggregate principal amount of $105 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.
An aggregate principal amount of $52 million in outstanding borrowings under the CNX Credit Facility. Payment of
the principal and interest on the CNX Credit Facility is guaranteed by most of CNX's subsidiaries but does not include
CNXM (or its subsidiaries or general partner).
•
•
Total Equity and Dividends
CNX had total equity of $4,361 million at December 31, 2023 compared to $2,950 million at December 31, 2022. See the
Consolidated Statements of Stockholders' Equity in Item 8 of this Form 10-K 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 year ended December 31, 2023.
Critical Accounting Policies
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 reported amounts of assets and
liabilities, revenues and expenses and related disclosure of contingent assets and liabilities in the Consolidated Financial
Statements and at the date of the financial statements. See Note 1 – Significant Accounting Policies in the Notes to the Audited
Consolidated Financial Statements in Item 8 of this Form 10-K for further discussion. We base our estimates on historical
experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form
the basis for making the judgments about the carrying values of assets and liabilities that are not readily apparent from other
sources. We evaluate our estimates on an on-going basis. Actual results could differ from those estimates upon the subsequent
resolution of identified matters. Management believes that the estimates utilized are reasonable. The following critical
accounting policies are materially impacted by judgments, assumptions and estimates used in the preparation of the
Consolidated Financial Statements.
Income Taxes
Deferred tax assets and liabilities are recognized using enacted tax rates for the estimated future tax effects of temporary
differences between the book and tax basis of recorded assets and liabilities. Deferred tax assets are reduced by a valuation
allowance if it is more likely than not that some portion of the deferred tax asset will not be realized. All available evidence,
both positive and negative, must be considered in determining the need for a valuation allowance. At December 31, 2023, prior
to consideration of valuation allowances on deferred tax assets, CNX had deferred tax liabilities in excess of deferred tax assets
of approximately $690 million. At December 31, 2023, CNX had a valuation allowance of $39 million on deferred tax assets.
CNX evaluates all tax positions taken on the state and federal tax filings to determine if the position is more likely than
not to be sustained upon examination. For positions that meet the more likely than not to be sustained criteria, an evaluation of
the largest amount of benefit, determined on a cumulative probability basis that is more likely than not to be realized upon
ultimate settlement is determined. A previously recognized tax position is reversed when it is subsequently determined that a
tax position no longer meets the more likely than not threshold to be sustained. The evaluation of the sustainability of a tax
position and the probable amount that is more likely than not is based on judgment, historical experience and on various other
58
assumptions that we believe are reasonable under the circumstances. The results of these estimates, which are not readily
apparent from other sources, form the basis for recognizing an uncertain tax liability. Actual results could differ from those
estimates upon the subsequent resolution of identified matters. See Note 6 – Income Taxes in the Notes to the Audited
Consolidated Financial Statements in Item 8 of this Form 10-K for additional information regarding the Company’s uncertain
tax liabilities.
The Company believes that accounting estimates related to income taxes are “critical accounting estimates” because the
Company must assess the likelihood that deferred tax assets will be recovered from future taxable income and exercise
judgment regarding the amount of financial statement benefit to record for uncertain tax positions. When evaluating whether or
not a valuation allowance must be established on deferred tax assets, the Company exercises judgment in determining whether
it is more likely than not (a likelihood of more than 50%) that some portion or all of the deferred tax assets will not be
realized. The Company considers all available evidence, both positive and negative, to determine whether, based on the weight
of the evidence, a valuation allowance is needed, including carrybacks, tax planning strategies and reversal of deferred tax
assets and liabilities. In making the determination related to uncertain tax positions, the Company considers the amounts and
probabilities of the outcomes that could be realized upon ultimate settlement of an uncertain tax position using the facts,
circumstances and information available at the reporting date to establish the appropriate amount of financial statement
benefit. To the extent that an uncertain tax position or valuation allowance is established or increased or decreased during a
period, the Company must include an expense or benefit within tax expense in the income statement. Future results of
operations for any particular quarterly or annual period could be materially affected by changes in the Company’s assumptions.
Natural Gas, NGL, Condensate and Oil Reserve (“Natural Gas Reserve”) Values
Proved oil and gas reserves, as defined by SEC Regulation S-X Rule 4-10, are those quantities of oil and natural gas
which, by analysis of geoscience 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.
There are numerous uncertainties inherent in estimating quantities and values of economically recoverable natural gas
reserves, including many factors beyond our control. As a result, estimates of economically recoverable natural gas reserves are
by their nature uncertain. Information about our reserves consists of estimates based on engineering, economic and geological
data assembled and analyzed by our staff. Our natural gas reserves are reviewed by independent experts each year. Some of the
factors and assumptions which impact economically recoverable reserve estimates include:
•
•
•
•
•
geological conditions;
historical production from the area compared with production from other producing areas;
the assumed effects of regulations and taxes by governmental agencies;
assumptions governing future prices; and
future operating costs.
Each of these factors may in fact vary considerably from the assumptions used in estimating reserves. For these reasons,
estimates of the economically recoverable quantities of gas attributable to a particular group of properties, and classifications of
these reserves based on risk of recovery and estimates of future net cash flows, may vary substantially. Actual production,
revenues and expenditures with respect to our reserves will likely vary from estimates, and these variances may be material. See
“Risk Factors” in Item 1A of this Form 10-K for a discussion of the uncertainties in estimating our reserves.
The Company believes that the accounting estimate related to oil and gas reserves is a “critical accounting estimate”
because the Company must periodically reevaluate proved reserves along with estimates of future production rates, production
costs and the estimated timing of development expenditures. Future results of operations and strength of the balance sheet for
any particular quarterly or annual period could be materially affected by changes in the Company’s assumptions. See
“Impairment of Long-Lived Assets” below for additional information regarding the Company’s oil and gas reserves.
Impairment of Long-Lived Assets
The carrying values of the Company's proved oil and gas properties are reviewed for impairment whenever events or
changes in circumstances indicate that a property’s carrying amount may not be recoverable. Impairment tests require that the
Company first compare future undiscounted cash flows by asset group to their respective carrying values. The Company groups
its assets by geological and geographical characteristics. If the carrying amount exceeds the estimated undiscounted future cash
flows, a reduction of the carrying amount of the natural gas properties to their estimated fair values is required, which is
59
determined based on discounted cash flow techniques using a market-specific weighted average cost of capital. There were no
impairments related to proved properties in the years ended December 31, 2023 or 2022.
CNX evaluates capitalized costs of unproved gas properties for recoverability on a prospective basis. Indicators of
potential impairment include, but are not limited to, changes brought about by economic factors, commodity price outlooks, our
geologists’ evaluation of the property, favorable or unfavorable activity on the property being evaluated and/or adjacent
properties, potential shifts in business strategy employed by management and historical experience. If it is determined that the
properties will not yield proved reserves, the related costs are expensed in the period the determination is made. There were no
impairments related to unproved properties in the years ended December 31, 2023 or 2022.
The Company believes that the accounting estimates related to the impairment of long-lived assets are “critical accounting
estimates” because the fair value estimation process requires considerable judgment and determining the fair value is sensitive
to changes in assumptions impacting management’s estimates of future financial results. In addition, the Company must
determine the estimated undiscounted future cash flows as well as the impact of commodity price outlooks. The Company
believes the estimates and assumptions used in estimating the fair value are reasonable and appropriate; however, different
assumptions and estimates, such as different assumptions in projected revenues, future commodity prices or the weighted
average costs of capital, could materially impact the calculated fair value and the resulting determinations about the impairment
of long-lived assets which could materially impact the Company’s results of operations and financial position. Additionally,
future estimates may differ materially from current estimates and assumptions.
Impairment of Goodwill
Goodwill is not amortized, but rather it is evaluated for impairment annually during the fourth quarter, or more frequently
if recent events or prevailing conditions indicate it is more likely than not that the fair value of a reporting unit is less than its
carrying value. We may assess goodwill for impairment by first performing a qualitative assessment, which considers specific
factors, based on the weight of evidence, and the significance of all identified events and circumstances in the context of
determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is
determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount using the
qualitative assessment, we perform a quantitative impairment test. From time to time, we may also bypass the qualitative
assessment and proceed directly to the quantitative impairment test. Under the quantitative goodwill impairment test, the fair
value of a reporting unit is compared to its carrying amount. If the quantitative goodwill impairment test indicates that the
goodwill is impaired, an impairment loss is recorded, which is the difference between carrying value of the reporting unit and
its fair value, with the impairment loss not to exceed the amount of goodwill recorded. The estimation of fair value of a
reporting unit is determined using the income approach and/or the market approach as described below.
The income approach is a quantitative evaluation to determine the fair value of the reporting unit. Under the income
approach we determine the fair value based on estimated future cash flows discounted by an estimated weighted-average cost of
capital plus a forecast risk, which reflects the overall level of inherent risk of the reporting unit and the rate of return a market
participant would expect to earn. The inputs used for the income approach were significant unobservable inputs, or Level 3
inputs, as described in the accounting fair value hierarchy. CNX determined the fair value based on estimated future cash flows
and earnings before deducting net interest expense (interest expense less interest income) and income taxes (EBITDA - a non-
GAAP financial measure) and also included estimates for capital expenditures, discounted to present value using a risk-adjusted
rate, which management feels reflects the overall level of inherent risk of the reporting unit. Cash flow projections were derived
from board approved budgeted amounts, a seven-year operating forecast and an estimate of future cash flows. Subsequent cash
flows were developed using growth or contraction rates that management believes are reasonably likely to occur.
The market approach measures the fair value of a reporting unit through the analysis of recent transactions and/or
financial multiples of comparable businesses. Consideration is given to the financial conditions and operating performance of
the reporting unit being valued relative to those publicly-traded companies operating in the same or similar lines of business.
The determination of the fair value requires us to make significant estimates and assumptions. These estimates and
assumptions primarily include but are not limited to: the selection of appropriate peer group companies; control premiums
appropriate for acquisitions in the industries in which we compete; discount rates; terminal growth rates; and forecasts of
revenue, operating income, depreciation, depletion, and amortization and capital expenditures. The estimates of future cash
flows and EBITDA are subjective in nature and are subject to impacts from business risks as described in Part I. Item 1A. “Risk
Factors” of this Form 10-K. The fair value estimation process requires considerable judgment and determining the fair value is
sensitive to changes in assumptions impacting management’s estimates of future financial results. Although we believe our
estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty
involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions
60
could have a significant impact on either the fair value of the reporting unit, the amount of any goodwill impairment charge, or
both.
For the Company’s annual impairment assessment during the fourth quarter of 2023, the Company elected to perform a
qualitative impairment test on its goodwill and concluded that it is more likely than not that the fair value exceeded the carrying
value and goodwill was not impaired.
The Company believes that the accounting estimates related to goodwill are “critical accounting estimates” because the
fair value estimation process requires considerable judgment and determining the fair value is sensitive to changes in
assumptions impacting management’s estimates of future financial results. The fair value estimation process requires
considerable judgment and determining the fair value is sensitive to changes in assumptions impacting management’s estimates
of future financial results as well as other assumptions such as movement in the Company's stock price, weighted-average cost
of capital, terminal growth rates, changes in the business climate, unanticipated changes in the competitive environment,
adverse legal or regulatory actions or developments, changes in capital structure, cost of debt, interest rates, capital expenditure
levels, operating cash flows, or market capitalization and industry multiples. The Company believes the estimates and
assumptions used in estimating the fair value are reasonable and appropriate; however, different assumptions and estimates
could materially impact the calculated fair value and the resulting determinations about goodwill impairment which could
materially impact the Company’s results of operations and financial position. Additionally, future estimates may differ
materially from current estimates and assumptions.
Impairment of Definite-Lived Intangible Assets
Definite-lived intangible assets are amortized on a straight-line basis over their estimated economic lives and they are
reviewed for impairment when indicators of impairment are present. Impairment tests require that the Company first compare
future undiscounted cash flows to their respective carrying values. If the carrying amount exceeds the estimated undiscounted
future cash flows, a reduction of the carrying amount of the asset to its estimated fair value is required. There were no
impairments related to definite-lived intangible assets in the years ended December 31, 2023 or 2022.
The Company believes that the accounting estimates related to the impairment of definite-lived intangible assets are
“critical accounting estimates” because the fair value estimation process requires considerable judgment and determining the
fair value is sensitive to changes in assumptions impacting management’s estimates of future financial results. The Company
believes the estimates and assumptions used in estimating the fair value are reasonable and appropriate; however, different
assumptions and estimates could materially impact the calculated fair value and the resulting determinations about the
impairment of definite-lived intangible assets which could materially impact the Company’s results of operations and financial
position. Additionally, future estimates may differ materially from current estimates and assumptions.
Derivative Instruments.
We enter into derivative commodity instrument contracts primarily to reduce exposure to commodity price risk associated
with future sales of natural gas production. See Note 18 – Fair Value of Financial Instruments to the Consolidated Financial
Statements for a description of the fair value hierarchy. The values reported in the Consolidated Financial Statements change as
these estimates are revised to reflect actual results or as market conditions or other factors, many of which are beyond our
control, change.
We believe derivative instruments are "critical accounting estimates" because our financial condition and results of
operations can be significantly impacted by changes in the market value of our derivative instruments due to the volatility of
both NYMEX natural gas prices and basis. Future results of operations for any quarterly or annual period could be materially
affected by changes in our assumptions. Refer to Item 7A., "Quantitative and Qualitative Disclosures about Market Risk" of this
Form 10-K for discussion of a hypothetical increase or decrease of 10% in the market price of natural gas.
Recent Accounting Pronouncements
See Note 1 – Significant Accounting Policies in the Notes to the Audited Consolidated Financial Statements in Item 8 of
this Form 10-K for a summary of recent accounting pronouncements.
61
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In addition to the risks inherent in operations, CNX is exposed to certain 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 this 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 December 31, 2023 and 2022 our open commodity
derivative instruments were in a net liability position with fair values of $56 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 December 31, 2023 and 2022. A hypothetical 10 percent increase in future natural gas prices would have
decreased the fair value by $557 million and $816 million at December 31, 2023 and 2022, respectively. A hypothetical 10
percent decrease in future natural gas prices would have increased the fair value by $557 million and $679 million at
December 31, 2023 and 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 December 31, 2023 and 2022, CNX had $2,065 million and $2,055 million,
respectively, aggregate principal amount of debt outstanding under fixed-rate instruments, including unamortized debt issuance
costs of $12 million and $14 million, respectively. At December 31, 2023 and 2022, CNX had $157 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 Credit Facility, under which there was $52 million of borrowings at December 31, 2023 and no
borrowings at December 31, 2022, and CNXM's Credit Facility, under which there was $105 million of borrowings at
December 31, 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 December 31, 2023 and 2022 by $2 million on an
annualized basis.
All of CNX's transactions are denominated in U.S. dollars, and, as a result, it does not have material exposure to currency
exchange-rate risks.
62
Natural Gas Hedging Volumes
As of January 5, 2024, 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
2024 Fixed Price Volumes
Hedged Bcf
Weighted Average Hedge Price per Mcf $
2025 Fixed Price Volumes
Hedged Bcf
Weighted Average Hedge Price per Mcf $
2026 Fixed Price Volumes
Hedged Bcf
Weighted Average Hedge Price per Mcf $
2027 Fixed Price Volumes
Hedged Bcf
Weighted Average Hedge Price per Mcf $
104.8
2.61 $
108.7
2.49 $
107.6
2.48 $
114.8
2.55 $
434.2*
2.53
92.7
2.44 $
80.6
2.51 $
53.3
3.31 $
95.6
2.43 $
86.9
2.55 $
53.9
3.33 $
96.7
2.43 $
87.7
2.55 $
54.5
3.33 $
96.7
2.42 $
87.7
2.54 $
54.5
3.42 $
375.1*
2.41
339.0*
2.53
216.2
3.35
*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.
63
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Statements of Income for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Balance Sheets at December 31, 2023 and 2022
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021
Notes to the Audited Consolidated Financial Statements
Page
65
67
68
69
71
72
73
64
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of CNX Resources Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of CNX Resources Corporation and Subsidiaries (the
Company) as of December 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income,
stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and
financial statement schedule listed in the Index at Item 15 (a)(2) (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position
of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in
Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework), and our report dated February 8, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit
matter or on the account or disclosure to which it relates.
65
Description of the Matter
Depreciation, Depletion & Amortization
As described in Note 1, under the successful efforts method of accounting, depreciation,
depletion, and amortization (DD&A) related to proved gas properties is recorded using the units-
of-production method. For the year ended December 31, 2023, the Company recorded DD&A
expense related to proved gas properties of $333 million. Proved developed reserves, as
estimated by petroleum engineers, are used to calculate depreciation of wells and related
equipment and facilities and amortization of intangible drilling costs. Total proved reserves, also
estimated by petroleum engineers, are used to calculate depletion on property acquisitions.
Proved oil and natural gas reserve estimates are based on geological and engineering evaluations
of in-place hydrocarbon volumes. Significant judgment is required by the Company’s internal
engineering staff in evaluating geological and engineering data when estimating proved oil and
natural gas reserves. Estimating reserves also requires the selection of inputs, including price and
operating and development cost assumptions, among others. Because of the complexity involved
in estimating oil and natural gas reserves, management used independent petroleum engineers to
audit the estimates prepared by the Company’s internal engineering staff as of December 31,
2023.
Auditing the Company’s DD&A calculation was especially complex because of the use of the
work of the internal engineering staff and the independent petroleum engineers and the
evaluation of management’s determination of the inputs described above used by the
independent petroleum engineers in estimating proved oil and natural gas reserves.
How We Addressed the
Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of the
Company’s controls over its process to calculate DD&A, including management’s controls over
the completeness and accuracy of the financial data provided to the independent petroleum
engineers for use in estimating the proved oil and natural gas reserves.
Our audit procedures included, among others, evaluating the professional qualifications and
objectivity of the individual primarily responsible for overseeing the preparation of the reserve
estimates by the internal engineering staff and the independent petroleum engineers used to audit
the estimates. In addition, in assessing whether we can use the work of the independent
petroleum engineers we evaluated the completeness and accuracy of the financial data and inputs
described above used by the independent petroleum engineers in estimating proved oil and
natural gas reserves by agreeing them to source documentation and we identified and evaluated
corroborative and contrary evidence. For proved undeveloped reserves, we evaluated
management’s development plan for compliance with the SEC rule that undrilled locations are
scheduled to be drilled within five years, unless specific circumstances justify a longer time, by
assessing consistency of the development projections with the Company’s drill plan and the
availability of capital relative to the drill plan. We also tested the mathematical accuracy of the
DD&A calculations, including comparing the proved oil and natural gas reserves amounts used
to the Company’s reserve report.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2008.
Pittsburgh, Pennsylvania
February 8, 2024
66
CNX RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
Revenue and Other Operating Income:
Natural Gas, NGLs and Oil Revenue
Gain (Loss) on Commodity Derivative Instruments
Purchased Gas Revenue
Other Revenue and Operating Income
Total Revenue and Other Operating Income
Costs and Expenses:
Operating Expense
Lease Operating Expense
Transportation, Gathering and Compression
Production, Ad Valorem and Other Fees
Depreciation, Depletion and Amortization
Exploration and Production Related Other Costs
Purchased Gas Costs
Selling, General and Administrative Costs
Other Operating Expense
Total Operating Expense
Other Expense
Other Expense
Gain on Asset Sales and Abandonments, net
Loss on Debt Extinguishment
Interest Expense
Total Other Expense
Total Costs and Expenses
Income (Loss) Before Income Tax
Income Tax Expense (Benefit)
Net Income (Loss)
Earnings (Loss) Per Share
Basic
Diluted
Dividends Declared Per Share
For the Years Ended December 31,
2023
2022
2021
$
1,302,218 $
1,928,652
74,218
129,860
3,434,948
3,652,112 $
(2,663,775)
185,552
87,322
1,261,211
2,183,929
(1,632,733)
99,713
105,883
756,792
63,333
381,934
27,946
433,586
10,447
69,924
125,344
79,595
1,192,109
66,658
369,660
44,965
461,215
8,298
185,383
121,697
63,765
1,321,641
9,008
(132,372)
—
143,278
19,914
1,212,023
2,222,925
502,209
1,720,716 $
9,859
(8,984)
22,953
127,689
151,517
1,473,158
(211,947)
(69,870)
(142,077) $
46,256
343,635
34,051
515,118
20,626
93,776
112,757
68,655
1,234,874
15,748
(42,210)
33,737
151,156
158,431
1,393,305
(636,513)
(137,870)
(498,643)
10.59 $
8.99 $
(0.75) $
(0.75) $
(2.31)
(2.31)
— $
— $
—
$
$
$
$
The accompanying notes are an integral part of these financial statements.
67
CNX RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
Net Income (Loss)
Other Comprehensive (Loss) Income:
Actuarially Determined Long-Term Liability Adjustments (Net of tax:
$258, $(2,728), $(234))
For the Years Ended December 31,
2023
2022
2021
$
1,720,716 $
(142,077) $
(498,643)
(788)
8,010
661
Comprehensive Income (Loss)
$
1,719,928 $
(134,067) $
(497,982)
The accompanying notes are an integral part of these financial statements.
68
CNX RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
Current Assets:
Cash and Cash Equivalents
Accounts and Notes Receivable:
Trade, net (Note 17)
Other Receivables, net
Supplies Inventories
Derivative Instruments (Note 19)
Prepaid Expenses
Total Current Assets
Property, Plant and Equipment (Note 8):
Property, Plant and Equipment
Less—Accumulated Depreciation, Depletion and Amortization
Total Property, Plant and Equipment—Net
Other Non-Current Assets:
Operating Lease Right-of-Use Assets (Note 13)
Derivative Instruments (Note 19)
Goodwill (Note 9)
Other Intangible Assets (Note 9)
Other
Total Other Non-Current Assets
TOTAL ASSETS
December 31,
2023
December 31,
2022
$
443 $
21,321
116,119
17,872
19,846
252,524
14,984
421,788
348,458
6,184
27,156
154,474
16,211
573,804
12,537,118
5,194,485
7,342,633
11,907,698
4,811,189
7,096,509
139,466
280,530
323,314
70,438
48,488
862,236
174,849
244,931
323,314
76,990
25,376
845,460
$ 8,626,657 $ 8,515,773
The accompanying notes are an integral part of these financial statements.
69
CNX RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable
Derivative Instruments (Note 19)
Current Portion of Finance Lease Obligations (Note 13)
Current Portion of Long-Term Debt (Note 12)
Current Portion of Operating Lease Obligations (Note 13)
Other Accrued Liabilities (Note 11)
Total Current Liabilities
Non-Current Liabilities:
Long-Term Debt (Note 12)
Finance Lease Obligations (Note 13)
Operating Lease Obligations (Note 13)
Derivative Instruments (Note 19)
Deferred Income Taxes (Note 6)
Asset Retirement Obligations (Note 7)
Other
Total Non-Current Liabilities
TOTAL LIABILITIES
Stockholders’ Equity:
Common Stock, $0.01 Par Value; 500,000,000 Shares Authorized, 154,382,880 Issued and
Outstanding at December 31, 2023; 170,841,164 Issued and Outstanding at December 31,
2022
Capital in Excess of Par Value
Preferred Stock, 15,000,000 Shares Authorized, None Issued and Outstanding
Retained Earnings
Accumulated Other Comprehensive Loss
TOTAL STOCKHOLDERS' EQUITY
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
December 31,
2023
December 31,
2022
$
147,361 $
61,102
1,862
325,668
53,791
233,214
822,998
191,343
782,653
881
—
47,436
290,491
1,312,804
1,888,706
5,500
89,531
526,554
729,454
105,315
97,582
3,442,642
4,265,640
2,205,735
1,970
132,105
1,517,021
232,280
89,079
74,318
4,252,508
5,565,312
1,548
2,384,910
—
1,981,860
1,712
2,506,269
—
448,993
(6,513)
2,950,461
$ 8,626,657 $ 8,515,773
4,361,017
(7,301)
The accompanying notes are an integral part of these financial statements.
70
CNX RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Dollars in thousands)
December 31, 2020
Net Loss
Issuance of Common Stock
Purchase and Retirement of Common Stock
Shares Withheld for Taxes
Amortization of Stock-Based Compensation Awards
Equity Component of Convertible Senior Notes, net of
Issuance Costs
Other Comprehensive Income
December 31, 2021
December 31, 2021
Net Loss
Issuance of Common Stock
Purchase and Retirement of Common Stock
Shares Withheld for Taxes
Amortization of Stock-Based Compensation Awards
Other Comprehensive Income
Cumulative Effect of Adoption of New Accounting
Standard
December 31, 2022
December 31, 2022
Net Income
Issuance of Common Stock
Purchase and Retirement of Common Stock
Shares Withheld for Taxes
Amortization of Stock-Based Compensation Awards
Other Comprehensive Loss
December 31, 2023
Common Stock
Capital in
Excess
of Par
Value
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total Equity
$
2,208 $
2,959,357 $
1,476,056 $
(15,184) $
4,422,437
—
7
(183)
—
7
—
—
—
5,080
(146,094)
—
16,553
(33)
—
(498,643)
—
(94,966)
(4,553)
—
—
—
—
—
—
—
—
—
661
(498,643)
5,087
(241,243)
(4,553)
16,560
(33)
661
2,039 $
2,834,863 $
877,894 $
(14,523) $
3,700,273
2,039 $
2,834,863 $
877,894 $
(14,523) $
3,700,273
—
2
(335)
—
6
—
—
—
1,195
(267,874)
—
16,369
—
(142,077)
—
(299,919)
(5,852)
—
—
—
—
—
—
—
8,010
(142,077)
1,197
(568,128)
(5,852)
16,375
8,010
(78,284)
18,947
—
(59,337)
1,712 $
2,506,269 $
448,993 $
(6,513) $
2,950,461
1,712 $
2,506,269 $
448,993 $
(6,513) $
—
2
(175)
—
9
—
—
1,758
(143,343)
—
20,226
—
1,720,716
—
(178,349)
(9,500)
—
—
—
—
—
—
—
(788)
2,950,461
1,720,716
1,760
(321,867)
(9,500)
20,235
(788)
$
$
$
$
$
1,548 $
2,384,910 $
1,981,860 $
(7,301) $
4,361,017
The accompanying notes are an integral part of these financial statements.
71
CNX RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Cash Flows from Operating Activities:
Net Income (Loss)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Continuing Operating
Activities:
For the Years Ended December 31,
2023
1,720,716 $
$
2022
(142,077) $
2021
(498,643)
Depreciation, Depletion and Amortization
Amortization of Deferred Financing Costs
Stock-Based Compensation
Gain on Asset Sales and Abandonments, net
Loss on Debt Extinguishment
(Gain) Loss on Commodity Derivative Instruments
Loss (Gain) on Other Derivative Instruments
Net Cash Received (Paid) in Settlement of Commodity Derivative Instruments
Deferred Income Taxes
Other
Changes in Operating Assets:
Accounts and Notes Receivable
Supplies Inventories
Recoverable Income Taxes
Prepaid Expenses
Changes in Other Assets
Changes in Operating Liabilities:
Accounts Payable
Accrued Interest
Other Operating Liabilities
Changes in Other Liabilities
Net Cash Provided by Operating Activities
Cash Flows from Investing Activities:
Capital Expenditures
Proceeds from Asset Sales
Net Cash Used in Investing Activities
Cash Flows from Financing Activities:
Payments on Long-Term Notes
Proceeds from CNXM Revolving Credit Facility Borrowings
Repayments of CNXM Revolving Credit Facility Borrowings
Proceeds from CNX Revolving Credit Facility Borrowings
Repayments of CNX Revolving Credit Facility Borrowings
Proceeds from Issuance of CNX Senior Notes
Proceeds from Issuance of CNXM Senior Notes
Repayments of CSG Non-Revolving Credit Facility Borrowings
Payments on Other Debt
Proceeds from Issuance of Common Stock
Shares Withheld for Taxes
Purchases of Common Stock
Debt Issuance and Financing Fees
Net Cash Used in Financing Activities
Net (Decrease) Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Period
Cash and Cash Equivalents at End of Period
433,586
9,275
20,235
(132,372)
—
(1,928,652)
3,463
79,523
497,432
(1,967)
222,751
7,310
—
1,227
75
(55,309)
7,483
(67,140)
(3,048)
814,588
(679,404)
170,027
(509,377)
—
333,575
(382,125)
1,588,350
(1,536,300)
—
—
—
(1,627)
1,760
(9,500)
(319,866)
(356)
(326,089)
(20,878)
21,321
461,215
8,456
16,375
(8,984)
22,953
2,663,775
(10,348)
(1,735,115)
(76,058)
5,588
(20,338)
(21,008)
72
(252)
21,499
53,772
710
(267)
(4,954)
1,235,014
515,118
27,052
16,560
(42,210)
33,737
1,632,733
(8,485)
(539,016)
(137,887)
(1,280)
(184,461)
1,487
17
(3,204)
(23,838)
3,006
9,486
107,498
18,687
926,357
(565,754)
37,460
(528,294)
(465,861)
45,251
(420,610)
(385,719)
343,900
(375,200)
3,332,875
(3,524,875)
493,750
—
—
(665)
1,197
(5,852)
(565,125)
(3,250)
(688,964)
17,756
3,565
(421,467)
391,500
(497,500)
1,725,800
(1,694,600)
—
395,000
(160,544)
(2,785)
5,087
(4,553)
(245,243)
(14,476)
(523,781)
(18,034)
21,599
3,565
$
443 $
21,321 $
The accompanying notes are an integral part of these financial statements.
72
CNX RESOURCES CORPORATION AND SUBSIDIARIES
NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
NOTE 1—SIGNIFICANT ACCOUNTING POLICIES:
A summary of the significant accounting policies of CNX Resources Corporation and subsidiaries (“CNX” or “the
Company”) is presented below. These, together with the other notes that follow, are an integral part of the Consolidated
Financial Statements.
Basis of Consolidation:
The Consolidated Financial Statements include the accounts of CNX Resources Corporation, its wholly-owned
subsidiaries, and its majority-owned and/or controlled subsidiaries. Investments in business entities in which CNX does not
have control but has the ability to exercise significant influence over the operating and financial policies, are accounted for
under the equity method. All significant intercompany transactions and accounts have been eliminated in consolidation.
Investments in oil and natural gas producing entities are accounted for under the proportionate consolidation method.
Use of Estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses, as well as various disclosures. Actual results could differ from those estimates. The most significant
estimates included in, but not limited to, the preparation of the consolidated financial statements are related to long-lived assets
(including intangible assets and goodwill), accounts receivable credit losses, the values of natural gas, NGLs, condensate and
oil (collectively “natural gas”) reserves, asset retirement obligations, deferred income tax assets and liabilities, contingencies,
fair value of derivative instruments, the fair value of the liability and equity components of the convertible senior notes prior to
the adoption of Accounting Standards Update (ASU) 2020-06 - Accounting for Convertible Instruments and Contracts in an
Entity's Own Equity on January 1, 2022, stock-based compensation and salary retirement benefits.
Cash and 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.
Trade Accounts Receivable and Allowance for Credit Losses:
Trade accounts receivable are recorded at the invoiced amount and do not bear interest.
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.
There were no material financing receivables with a contractual maturity greater than one year at December 31, 2023 or
2022.
73
The following represents activity related to the allowance for credit losses for the years ended:
Allowance for Credit Losses - Trade, Beginning of Year
Provision for Expected Credit Losses
Allowance for Credit Losses - Trade, End of Period
Allowance for Credit Losses - Other Receivables, Beginning of Year
Provision for Expected Credit Losses
Write-off of Uncollectible Accounts
Allowance for Credit Losses - Other Receivables, End of Period
Inventories:
December 31,
2023
2022
84 $
—
84 $
2,937 $
32
(122)
2,847 $
84
—
84
3,322
(198)
(187)
2,937
$
$
$
$
Inventories are stated at the lower of cost or net realizable value. The cost of supplies inventory is determined by the
average cost method and includes operating and maintenance supplies to be used in the Company's operations.
Property, Plant and Equipment:
CNX uses the successful efforts method of accounting for natural gas producing activities. Costs of property acquisitions,
successful exploratory, development wells and related support equipment and facilities are capitalized. Periodic valuation
provisions for impairment of capitalized costs of unproved mineral interests are expensed. Costs of unsuccessful exploratory
wells are expensed when such wells are determined to be non-productive, or if the determination cannot be made after finding
sufficient quantities of reserves to continue evaluating the viability of the project. The costs of producing properties and mineral
interests are amortized using the units-of-production method. Depreciation, depletion and amortization expense is calculated
based on the actual produced sales volumes multiplied by the applicable rate per unit, which is derived by dividing the net
capitalized costs by the number of units expected to be produced over the life of the reserves. Wells and related equipment and
intangible drilling costs are also amortized on a units-of-production method. Proved developed reserves, as estimated by
petroleum engineers, are used to calculate amortization of wells and related equipment and facilities and amortization of
intangible drilling costs. Total proved reserves, also estimated by petroleum engineers, are used to calculate depletion on
property acquisitions. Proved oil and natural gas reserve estimates are based on geological and engineering evaluations of in-
place hydrocarbon volumes. Units-of-production amortization rates are revised at least once per year, or more frequently if
events and circumstances indicate an adjustment is necessary. Such revisions are accounted for prospectively as changes in
accounting estimates. The Company recorded depreciation, depletion and amortization expense related to proved gas properties
using the units-of-production method of $332,596, $359,761, and $415,069 for the years ended December 31, 2023, 2022 and
2021, respectively.
Property, plant and equipment is recorded at cost upon acquisition. Expenditures which extend the useful lives of existing
plant and equipment are capitalized. Interest costs applicable to major asset additions are capitalized during the construction
period. Planned major maintenance costs which do not extend the useful lives of existing plant and equipment are expensed as
incurred.
Depreciation of plant and equipment is calculated on the straight-line method over their estimated useful lives or lease
terms, generally as follows:
Buildings and Improvements
Machinery and Equipment
Gathering and Transmission
Leasehold Improvements
Years
10 to 45
3 to 25
30 to 40
Life of Lease
Costs for purchased software are capitalized and amortized using the straight-line method over the estimated useful life
which does not exceed seven years.
74
Impairment of Long-Lived Assets:
Impairment of long-lived assets is recorded when indicators of impairment are present and the undiscounted cash flows
estimated to be generated by those assets are less than the assets' carrying value. The carrying value of the assets is then reduced
to its estimated fair value which is usually measured based on an estimate of future discounted cash flows. Impairment of equity
investments is recorded when indicators of impairment are present, and the estimated fair value of the investment is less than
the assets' carrying value.
Impairment of Proved Properties:
CNX performs a quantitative impairment test whenever events or changes in circumstances indicate that an asset group's
carrying amount may not be recoverable, over proved properties using the published NYMEX forward prices, timing, methods
and other assumptions consistent with historical periods. When indicators of impairment are present, tests require that the
Company first compare expected future undiscounted cash flows by asset group to their respective carrying values. If the
carrying amount exceeds the estimated undiscounted future cash flows, a reduction of the carrying amount of the natural gas
properties to their estimated fair values is required, which is determined based on discounted cash flow techniques using
significant assumptions including projected revenues, future commodity prices and a market-specific weighted average cost of
capital which are affected by expectations about future market and economic conditions.
Impairment of Unproved Properties:
Capitalized costs of unproved oil and gas properties are evaluated at least annually for recoverability on a prospective
basis. Indicators of potential impairment include, but are not limited to, changes brought about by economic factors, commodity
price outlooks, our geologists’ evaluation of the property, favorable or unfavorable activity on the property being evaluated and/
or adjacent properties, potential shifts in business strategy employed by management and historical experience. The likelihood
of an impairment of unproved oil and gas properties increases as the expiration of a lease term approaches if drilling activity has
not commenced. If it is determined that the Company does not intend to drill on the property prior to expiration or does not
have the intent and ability to extend, renew, trade, or sell the lease prior to expiration, an impairment expense is recorded.
Expense for lease expirations that were not previously impaired are recorded as the leases expire.
Exploration expense, which is associated primarily with lease expirations, was $10,447, $8,298 and $20,626 for the years
ended December 31, 2023, 2022 and 2021, respectively, and is included in Exploration and Production Related Other Costs in
the Consolidated Statements of Income.
Impairment of Goodwill:
Goodwill is the cost of an acquisition less the fair value of the identifiable net assets of the acquired business. All
goodwill is attributed to the Midstream reporting unit within the Shale segment. Goodwill is not amortized, but rather it is
evaluated for impairment annually during the fourth quarter, or more frequently if recent events or prevailing conditions
indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. These indicators include,
but are not limited to, overall financial performance, industry and market considerations, anticipated future cash flows and
discount rates, changes in the stock price with regards to CNX, regulatory and legal developments, and other relevant factors.
In connection with the annual evaluation of goodwill for impairment or earlier if an impairment indicator is identified,
CNX may first consider qualitative factors to assess whether there are indicators that it is more likely than not that the fair value
of a reporting unit may not exceed its carrying amount. If after assessing such factors or circumstances, CNX determines it is
more likely than not that the fair value of a reporting unit is greater than its carrying amount, then a quantitative assessment is
not required. If CNX chooses to bypass the qualitative assessment, or if it chooses to perform a qualitative assessment but is
unable to qualitatively conclude that no impairment has occurred, then CNX will perform a quantitative assessment. In the case
of a quantitative assessment, CNX estimates the fair value of the reporting unit with which the goodwill is associated using
level 3 inputs and compares it to the carrying value. If the estimated fair value of a reporting unit is less than its carrying value,
an impairment charge is recognized for the excess of the reporting unit's carrying value over its fair value. The Company uses a
combination of the income approach (generally a discounted cash flow method) and market approach (which may include the
guideline public company method and/or the guideline transaction method) to estimate the fair value of a reporting unit.
The income approach is used to estimate value based on the present value of future economic benefits that are expected to
be produced by an asset or business entity. This approach generally involves two general steps:
75
(i) The first step involves establishing a forecast of the estimated future net cash flows expected to accrue directly or
indirectly to the owner of the asset over its remaining useful life or to the owner of the business entity (including a
reporting unit).
(ii) The second step involves discounting these estimated future net cash flows to their present value using a market
rate of return.
CNX determines the fair value based on estimated future revenues and earnings before deducting net interest expense
(interest expense less interest income) and income taxes (EBITDA - a non-GAAP financial measure), and also includes
estimates for capital expenditures, discounted to present value using an industry rate adjusted for company-specific risk, which
management feels reflects the overall level of inherent risk of the reporting unit. These assumptions are affected by expectations
about future market, industry and economic conditions. Cash flow projections are derived from board approved budgeted
amounts and require us to make projections and assumptions for many years into the future for demand, competition and
operating costs, among other variables. Subsequent cash flows are developed using growth or contraction rates that
management believes are reasonably likely to occur.
The estimates of future cash flows and EBITDA are subjective in nature and are subject to impacts from business risks as
described in Item 1A. Risk Factors of this Form 10-K. The fair value estimation process requires considerable judgment and
determining the fair value is sensitive to changes in assumptions impacting management’s estimates of future financial results.
Although CNX believes the estimates and assumptions used in estimating the fair value are reasonable and appropriate,
different assumptions and estimates could materially impact the estimated fair value. Future results could differ from our
current estimates and assumptions.
For the Company’s annual impairment assessment during the fourth quarter of 2023, the Company elected to perform a
qualitative impairment test on its goodwill and concluded that it is more likely than not that the fair value exceeded the carrying
value and goodwill was not impaired.
Impairment of Definite-Lived Intangible Assets:
Definite-lived intangible assets are amortized on a straight-line basis over their estimated economic lives and they are
reviewed for impairment when indicators of impairment are present. Other intangible assets are comprised of customer
relationships which are amortized on a straight-line basis over approximately 17 years.
Income Taxes:
Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been
recognized in the Company's financial statements or tax returns. The provision for income taxes represents income taxes paid or
payable for the current year and the change in deferred taxes, excluding the effects of acquisitions during the year. Deferred
taxes result from differences between the financial and tax bases of the Company's assets and liabilities and are adjusted for
changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets
when it is more likely than not that a deferred tax benefit will not be realized.
CNX evaluates all tax positions taken on the state and federal tax filings to determine if the position is more likely than
not to be sustained upon examination. For positions that do not meet the more likely than not to be sustained criteria, the
Company determines, on a cumulative probability basis, the largest amount of benefit that is more likely than not to be realized
upon ultimate settlement. A previously recognized tax position is reversed when it is subsequently determined that a tax
position no longer meets the more likely than not threshold to be sustained. The evaluation of the sustainability of a tax position
and the probable amount that is more likely than not is based on judgment, historical experience and on various other
assumptions that the Company believes are reasonable under the circumstances. The results of these estimates, that are not
readily apparent from other sources, form the basis for recognizing an uncertain tax position liability. Actual results could differ
from those estimates upon subsequent resolution of identified matters.
Asset Retirement Obligations:
CNX accrues the estimated costs to dismantle and remove gas-related facilities upon exhaustion of mineral reserves and
related surface reclamation using the accounting treatment prescribed by the Asset Retirement and Environmental Obligations
Topic of the Financial Accounting Standards Board (FASB) Accounting Standards Codification. This topic requires the fair
value of an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value
can be made. Estimates are regularly reviewed by management and are revised for changes in future estimated costs and
regulatory requirements. The present value of the estimated asset retirement costs is capitalized as part of the carrying amount
76
of the long-lived asset. Amortization of the capitalized asset retirement cost is generally determined on a units-of-production
basis. Accretion of the asset retirement obligation is recognized over time and generally will escalate over the life of the
producing asset, typically as production declines. Accretion is included in Depreciation, Depletion and Amortization in the
Consolidated Statements of Income.
Investment Plan:
CNX has an investment plan that is available to most employees. Throughout the years ended December 31, 2023, 2022
and 2021, the Company's matching contribution was up to 6% of eligible compensation contributed by eligible employees. The
Company may also make discretionary contributions to the Plan ranging from 1% to 6% of eligible compensation for eligible
employees (as defined by the Plan). There were no such discretionary contributions made by CNX for the years ended
December 31, 2023, 2022 and 2021. Total matching contribution payments and costs were $3,509, $3,187 and $2,937 for the
years ended December 31, 2023, 2022 and 2021, respectively.
Revenue Recognition:
Revenues are recognized when the recognition criteria of Accounting Standards Codification (ASC) 606 are met, which
generally occurs at the point in which title passes to the customers. For natural gas, NGL and oil revenue, this occurs at the
contractual point of delivery. For revenues generated from natural gas gathering services provided to third parties, this occurs
when obligations under the terms of the contract with the shipper are satisfied.
CNX sells a portion of its natural gas to accommodate the delivery points of its customers. In general, this gas is
purchased at market price and re-sold on the same day at market price less a small transaction fee. These matching buy/sell
transactions include a legal right of offset of obligations and have been simultaneously entered into with the counterparty. These
transactions qualify for netting under the Nonmonetary Transactions Topic of the FASB Accounting Standards Codification
and are, therefore, recorded net within the Consolidated Statements of Income in the Purchased Gas Revenue line.
CNX purchases natural gas produced by third parties at market prices less a fee. The gas purchased from third parties is
then resold to end users or gas marketers at current market prices. These revenues and expenses are recorded gross as Purchased
Gas Revenue and Purchase Gas Costs, respectively, in the Consolidated Statements of Income. Purchased gas revenue is
recognized when title passes to the customer. Purchased gas costs are recognized when title passes to CNX from the third party.
Contingencies:
From time to time, CNX, or its subsidiaries, are subject to various lawsuits and claims with respect to such matters as
personal injury, wrongful death, damage to property, exposure to hazardous substances, governmental regulations (including
environmental remediation), employment and contract disputes and other claims and actions, arising out of the normal course of
business. Liabilities are recorded when it is probable that obligations have been incurred and the amounts can be reasonably
estimated. Estimates are developed through consultation with legal counsel involved in the defense of these matters and are
based upon the nature of the lawsuit, progress of the case in court, view of legal counsel, prior experience in similar matters and
management's intended response. Environmental liabilities are not discounted or reduced by possible recoveries from third
parties. Legal fees associated with defending these various lawsuits and claims are expensed when incurred.
Stock-Based Compensation:
Stock-based compensation expense for all stock-based compensation awards is based on the grant date fair value
estimated in accordance with the provisions of the Stock Compensation Topic of the FASB Accounting Standards Codification.
CNX recognizes these compensation costs on a straight-line basis over the requisite service period of the award, which is
generally the award's vesting term. See Note 15 – Stock-Based Compensation for more information.
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 changes in fair value of the interest rate swap
agreements are accounted for on a mark-to-market basis with the changes in fair value recorded in current period earnings.
CNX enters into financial derivative instruments to manage its exposure to commodity price volatility. Commodity
hedges are accounted for on a mark-to-market basis with changes in fair value recorded in current period earnings.
77
None of the Company's counterparty master agreements currently require CNX to post collateral for any of its positions.
However, as stated in the counterparty master agreements, if CNX's obligations with any of its counterparties cease to be
secured on the same basis as similar obligations with the other lenders under the credit facility, CNX would be required 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 the counterparties. CNX recognizes all financial derivative instruments as either
assets or liabilities at fair value in the Consolidated Balance Sheets on a gross basis, generally measured based upon Level 2
inputs, which is further described in Note 18 – Fair Value of Financial Instruments.
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.
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.
Recent Accounting Pronouncements:
In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09 - Income Taxes (Topic 740):
Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures.
The amendments address more transparency about income tax information through improvements to income tax disclosures
primarily related to the rate reconciliation and income taxes paid information. The ASU also includes certain other amendments
to improve the effectiveness of income tax disclosures. The amendments in this ASU are effective for public business entities
for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. The Company is
currently evaluating the impact of the adoption of this guidance.
In November 2023, the FASB issued ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable
Segment Disclosures. This ASU updates reportable segment disclosure requirements, primarily through enhanced disclosures
about significant segment expenses and information used to assess segment performance. The amendments in this ASU are
effective for public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning
after December 15, 2024, with early adoption permitted. The Company is still evaluating the effect of the adoption of this
guidance.
See Note 12 – Long-Term Debt for the impact of adoption of ASU 2020-06 - Accounting for Convertible Instruments and
Contracts in an Entity's Own Equity.
Reclassifications:
Certain amounts in prior periods have been reclassified to conform with the report classifications of the year ended
December 31, 2023, with no effect on previously reported net income, stockholders' equity or statement of cash flows.
Subsequent Events:
The Company has evaluated all subsequent events through the date the financial statements were issued. The Company
has continued repurchasing shares in the open market under the Company’s existing stock repurchase program (See Note 5 –
Stock Repurchase), and approximately 2,000,000 additional shares have been repurchased. No other material recognized or
non-recognizable subsequent events were identified.
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
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 12 – 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
78
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:
Anti-Dilutive Options
Anti-Dilutive Restricted Stock Units
Anti-Dilutive Performance Share Units
For the Years Ended December 31,
2023
21,650
25,156
—
46,806
2022
2,262,845
2,350,661
1,829,081
6,442,587
2021
2,990,094
2,436,846
996,863
6,423,803
The Convertible Notes, if converted by the holder, may be settled in cash, shares of the Company's common stock or a
combination thereof, at the Company's election. The Company expects to settle the principal amount of the Convertible Notes
in cash. ASU 2020-06 - 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 12 – 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 computations for basic and diluted loss per share are as follows:
Net Income (Loss)
Basic Earnings (Loss) Available to Shareholders
Effect of Dilutive Securities:
Add Back Interest on Convertible Notes (Net of Tax)
Diluted Earnings (Loss) Available to Shareholders
Weighted-Average Shares of Common Stock Outstanding
Effect of Diluted Shares:*
Options
Restricted Stock Units
Performance Share Units
Convertible Notes
Weighted-Average Diluted Shares of Common Stock Outstanding
Earnings (Loss) Per Share:
Basic
Diluted
For the Years Ended December 31,
2023
$ 1,720,716 $
$ 1,720,716 $
2022
(142,077) $
(142,077) $
2021
(498,643)
(498,643)
5,758
—
$ 1,726,474 $
(142,077) $
—
(498,643)
162,490,245
189,507,682
215,971,381
1,168,526
1,349,299
1,254,050
25,751,869
192,013,989
—
—
—
—
189,507,682
—
—
—
—
215,971,381
$
$
10.59 $
8.99 $
(0.75) $
(0.75) $
(2.31)
(2.31)
*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.
79
Shares of common stock outstanding were as follows:
For the Years Ended December 31,
Balance, Beginning of Year
Issuance Related to Stock-Based Compensation (1)
Retirement of Common Stock (2)
Balance, End of Year
(1) See Note 15 – Stock-Based Compensation for additional information.
(2) See Note 5 – Stock Repurchase for additional information.
NOTE 3—REVENUE FROM CONTRACTS WITH CUSTOMERS:
2023
170,841,164
1,106,240
2022
203,531,320
836,070
2021
220,440,993
1,374,925
(17,564,524) (33,526,226) (18,284,598)
203,531,320
170,841,164
154,382,880
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 and sales of environmental attributes. 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.
All sales of environmental attributes (which includes items such as (but are not limited to): carbon credits, air quality credits,
renewable or alternative energy credits, methane capture credits, methane performance certificates, emission reductions, offsets
and/or allowances) were under short-term contracts, and revenue is recognized when the environmental attribute is transferred
to a third party.
80
Disaggregation of Revenue
The following table is a disaggregation of revenue by major source:
Revenue from Contracts with Customers:
Natural Gas Revenue
NGL Revenue
Oil/Condensate Revenue
Total Natural Gas, NGL and Oil Revenue
For the Years Ended December 31,
2022
2021
2023
$ 1,131,068 $ 3,390,422 $ 1,958,718
202,670
22,541
2,183,929
157,573
13,577
1,302,218
241,535
20,155
3,652,112
Purchased Gas Revenue
74,218
185,552
99,713
Other Sources of Revenue and Other Operating Income:
Gain (Loss) on Commodity Derivative Instruments
Other Revenue and Operating Income
Total Revenue and Other Operating Income
1,928,652
129,860
(2,663,775)
87,322
$ 3,434,948 $ 1,261,211 $
(1,632,733)
105,883
756,792
The disaggregated revenue information corresponds with the Company’s segment reporting found in Note 21 – Segment
Information.
Contract Balances
CNX invoices its customers once a performance obligation has been satisfied, at which point payment is unconditional.
Accordingly, CNX's contracts with customers do not give rise to material contract assets or liabilities under ASC 606. The
Company has no contract assets recognized from the costs to obtain or fulfill a contract with a customer.
Transaction Price Allocated to Remaining Performance Obligations
ASC 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance
obligations that have not yet been satisfied. However, the guidance provides certain practical expedients that limit this
requirement, including when variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a
wholly unsatisfied promise to transfer a distinct good or service that forms part 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 $25,629 as of December 31,
2023. The Company expects to recognize net revenue of $18,622 in the next 12 months and $4,749 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.
81
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 each of the years ended December 31, 2023, 2022, and 2021, 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 transaction was subject to customary adjustments in accordance with the terms and
conditions of the purchase and sales agreement and was completed on September 29, 2023. Net cash proceeds of $124,600 are
included in Proceeds from Asset Sale in the Consolidated Statements of Cash Flows for the year ended December 31, 2023. The
net gain on the transaction was $99,516 and is included in Gain on Asset Sales and Abandonments, net in the Consolidated
Statements of Income for the year ended December 31, 2023.
Additionally, Gain on Asset Sales and Abandonments, net in the Consolidated Statements of Income and Proceeds from
Asset Sales in the Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 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—STOCK REPURCHASE:
On each of January 26, 2021, October 25, 2021 and July 25, 2023, the Company’s Board of Directors approved increases
in the aggregate amount of the Company’s previously approved $750,000 stock repurchase program plan to $900,000,
$1,900,000, and $2,900,000, respectively. As of December 31, 2023 the amount available under the stock repurchase program
is $1,128,119 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 year ended December 31, 2023, 17,564,524 shares were repurchased and retired at an average price of $18.14
per share for a total cost of $321,867. During the year ended December 31, 2022, 33,526,226 shares were repurchased and
retired at an average price of $16.93 per share for a total cost of $568,128. During the year ended December 31, 2021,
18,284,598 shares were repurchased and retired at an average price of $13.17 per share for a total cost of $241,243.
82
NOTE 6—INCOME TAXES:
Income tax expense (benefit) provided on earnings consisted of:
Current:
U.S. Federal
U.S. State
Deferred:
U.S. Federal
U.S. State
For the Years Ended December 31,
2023
2022
2021
$
— $
— $
4,777
4,777
455,224
42,208
497,432
6,188
6,188
—
17
17
(40,649)
(35,409)
(76,058)
(157,626)
19,739
(137,887)
Total Income Tax Expense (Benefit)
$
502,209 $
(69,870) $
(137,870)
The components of the net deferred taxes are as follows:
Deferred Tax Assets:
Net Operating Loss- Federal
Section 174 Expenses
Net Operating Loss - State
Federal Tax Credits
Interest Limitation
Operating Lease Liabilities
Gas Well Closing
State Deferred Tax Adjustment
Gas Derivatives
Salary Retirement
Equity Compensation
Convertible Note Amortization
Foreign Tax Credit
Other
Total Deferred Tax Assets
Valuation Allowance
Net Deferred Tax Assets
Deferred Tax Liabilities:
Property, Plant and Equipment
Operating Lease Right-of-Use Assets
Investment in Partnerships
Advance Gas Royalties
Other
Total Deferred Tax Liabilities
$
December 31,
2023
2022
160,405 $
92,414
76,259
45,619
36,451
36,297
24,652
15,983
14,466
8,488
5,419
3,628
—
6,089
526,170
(39,264)
486,906
187,154
26,397
82,189
34,317
14,618
45,427
25,045
—
461,952
8,167
4,474
5,080
7,738
8,396
910,954
(84,609)
826,345
(1,177,773)
(35,321)
(2,303)
(404)
(559)
(1,216,360)
(850,095)
(44,238)
(163,483)
(286)
(523)
(1,058,625)
Net Deferred Tax Liability
$
(729,454) $
(232,280)
83
Deferred taxes are recorded for certain tax benefits, including net operating losses and tax credit carry-forwards, if
management assesses the utilization of those assets to be more likely than not. A valuation allowance is required when it is not
more likely than not that all or a portion of a deferred tax asset will be realized. All available evidence, both positive and
negative, must be considered in determining the need for a valuation allowance. Positive evidence considered included financial
earnings generated over the past three years for certain subsidiaries, reversals of financial to tax temporary differences and the
implementation of and/or ability to employ various tax planning strategies. Negative evidence includes financial and tax losses
generated in prior periods and the inability to achieve forecasted results for those periods.
On December 31, 2023, the Company made a state law conversion of a subsidiary from a corporation to a limited liability
company. The conversion effectively terminates the tax partnership treatment of CNX Midstream Partners LP for federal and
state income tax purposes. As such as of December 31, 2023, the deferred tax assets and liabilities are separately stated in the
underlying deferred tax asset and liability categories, primarily Property, Plant and Equipment.
As of December 31, 2023, the Company has a deferred tax asset related to federal net operating losses of $160,405. The
pre-2018 federal net operating losses will expire at various times between 2035 and 2037. Because of the Tax Cuts and Jobs
Act (TCJA) enacted on December 22, 2017 and the Coronavirus Aid, Relief, and Economic Security (CARES) Act enacted on
March 27, 2020, the federal net operating losses (NOLs) generated in 2018 - 2021 do not expire but may only offset 80% of
taxable income in any tax years beginning after 2020.
As of December 31, 2023 and 2022, the Company has $45,619 and $34,317, respectively, of Federal Tax Credits
available to offset future federal tax. These credits expire between 2032 and 2043.
A valuation allowance on foreign tax credits of $7,738 was recorded at December 31, 2022. The valuation allowance was
decreased by $7,738 in 2023 due to the expiration of the remaining foreign tax credits.
CNX has, on an after federal tax basis, a deferred tax asset related to state operating losses of $76,259 with a related
valuation allowance of $39,264 at December 31, 2023. The deferred tax asset related to state operating losses, on an after-tax
adjusted basis, was $82,189 with a related valuation allowance of $76,871 at December 31, 2022. A review of positive and
negative evidence regarding these state tax attributes concluded that the valuation allowances for various CNX subsidiaries was
warranted.
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 an income tax benefit
of $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.
Pennsylvania enacted legislation in July 2022 that, among other things, gradually reduced the corporate net income tax
rate over the next several years beginning in 2023 to 8.99% to ultimately 4.99% in 2031. In 2022, the Company revised the
deferred state income tax rates and apportionment factors for several states to reflect, among other things, the recent PA rate
reduction resulting in a benefit to deferred tax expense in the Consolidated Statements of Income. Deferred taxes also include
changes relating to valuation allowance assertions against various state net operating losses due to the tax accounting treatment
of unrealized gains and losses on commodity derivatives.
Management will continue to assess the potential for realized deferred tax assets based upon income forecast data and the
feasibility of future tax planning strategies and may record adjustments to valuation allowances against deferred tax assets in
future periods, as appropriate, that could materially impact net income.
84
The following is a reconciliation, stated as a percentage of pretax income, of the United States statutory federal income
tax rate to CNX's effective tax rate:
Statutory U.S. Federal Income Tax Rate
Net Effect of State Income Taxes
Uncertain Tax Positions
Effect of Equity Compensation
Effect of Change in Valuation Allowance
Deferred Adjustments
Effect of State Rate Changes
Effect of Federal Tax Credits
Other
Income Tax Expense (Benefit) / Effective Rate
For the Years Ended December 31,
2023
2022
2021
Amount
$ 466,814
83,379
17,673
1,036
(37,607)
(837)
297
(28,974)
428
$ 502,209
Percent
Amount
Percent
Amount
Percent
21.0 % $ (44,509)
(5,817)
3.8
14,440
0.8
2,254
—
(35,427)
(1.7)
2,481
—
10,025
—
(15,723)
(1.3)
2,406
—
22.6 % $ (69,870)
21.0 % $ (133,668)
(36,300)
2.8
35,914
(6.8)
2,465
(1.1)
28,704
16.7
(4,408)
(1.2)
22,458
(4.7)
7.4
(53,269)
234
(1.1)
33.0 % $ (137,870)
21.0 %
5.7
(5.6)
(0.4)
(4.5)
0.7
(3.5)
8.3
—
21.7 %
The effective tax rate for the year ended December 31, 2023 differs from the U.S. federal statutory rate primarily due to
federal income tax credits, offset by uncertain tax positions, state taxes (West Virginia tax law change), equity compensation,
and the decrease in certain state valuation allowance assertions as a result of a higher-than-expected unrealized gain on
commodity derivative instruments generated during 2023.
The effective tax rate for the year ended December 31, 2022 differs from the U.S. federal statutory rate primarily due to
federal income tax credits, offset by uncertain tax positions, state taxes, equity compensation, and the decrease in certain state
valuation allowance assertions as a result of a reduction in the Pennsylvania corporate income tax rate applied to deferred taxes
and a higher-than-expected unrealized loss on commodity derivative instruments generated during 2022.
The effective tax rate for the year ended December 31, 2021 differs from the U.S. federal statutory rate primarily due to
federal income tax credits, offset by uncertain tax positions, state taxes, equity compensation, and the increase in certain state
valuation allowance assertions as a result of a higher-than-expected unrealized loss on commodity derivative instruments
generated during 2021.
A reconciliation of the beginning and ending gross amounts of unrecognized tax benefits is as follows:
For the Years Ended
December 31,
2023
2022
Balance at Beginning of Period
Increase in Unrecognized Tax Benefits Resulting from Tax Positions Taken During Current Period
Increase in Unrecognized Tax Benefits Resulting from Tax Positions Taken During Prior Periods
Balance at End of Period
$ 82,245 $ 67,805
—
14,440
$ 99,918 $ 82,245
11,229
6,444
If these unrecognized tax benefits were recognized, $99,918 and $82,245 would affect CNX's effective income tax rate for
2023 and 2022, respectively.
In 2023 and 2022, CNX recognized an increase in unrecognized tax benefits of $6,444 and $14,440, respectively, for tax
benefits resulting from tax positions taken on our 2022 and 2021 federal tax returns for additional federal tax credits. CNX also
recognized an increase in unrecognized tax benefits in 2023 of $11,229 for tax benefits resulting from tax positions expected to
be taken on our 2023 federal tax returns for additional federal tax credits.
CNX recognizes accrued interest related to unrecognized tax benefits in its interest expense. As of December 31, 2023
and 2022, the Company reported no accrued liability relating to interest in Other Liabilities in the Consolidated Balance Sheets.
During the years ended December 31, 2023 and 2022, CNX paid no interest related to income tax deficiencies.
CNX recognizes penalties accrued related to uncertain tax positions in its income tax expense. CNX had no accrued
liabilities for tax penalties as of December 31, 2023 and 2022.
85
CNX and its subsidiaries file federal income tax returns with the United States and income tax returns within various
states. With few exceptions, the Company is no longer subject to United States federal, state, or local income tax examinations
by tax authorities for the years before 2020.
NOTE 7—ASSET RETIREMENT OBLIGATIONS:
The reconciliation of changes in asset retirement obligations is as follows:
Balance, Beginning of Year
Obligations Divested
Accretion Expense
Obligations Incurred
Obligations Settled
Revisions in Estimated Cash Flows
Balance, End of Year
NOTE 8—PROPERTY, PLANT AND EQUIPMENT:
Intangible Drilling Cost
Gas Gathering Equipment
Gas Wells and Related Equipment
Proved Gas Properties
Unproved Gas Properties
Surface Land and Other Equipment
Other
Total Property, Plant and Equipment
Less: Accumulated Depreciation, Depletion and Amortization
Total Property, Plant and Equipment - Net
December 31,
2023
2022
$
$
98,814 $
(2,263)
9,025
1,846
(12,070)
17,860
113,212 $
96,013
(251)
7,982
1,336
(7,360)
1,094
98,814
December 31,
2023
2022
$ 5,902,498 $ 5,554,021
2,542,587
1,342,719
1,345,114
734,890
193,153
195,214
11,907,698
4,811,189
$ 7,342,633 $ 7,096,509
2,631,110
1,513,945
1,374,685
724,401
187,316
203,163
12,537,118
5,194,485
Amounts below reflect properties where drilling operations have not yet commenced and therefore were not being
amortized for the years ended December 31, 2023 and 2022, respectively. These assets will be amortized using the units-of-
production method and reclassified to proved gas properties when placed in service.
Unproved Gas Properties
Advance Royalties
Total
NOTE 9—GOODWILL AND OTHER INTANGIBLE ASSETS:
Impairment of Goodwill:
December 31,
2023
724,401 $
1,597
725,998 $
2022
734,890
1,130
736,020
$
$
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. In connection with the evaluation of goodwill for impairment, CNX may first consider qualitative factors to
assess whether there are indicators that it is more likely than not that the fair value of a reporting unit may not exceed its
carrying amount. If after assessing such factors or circumstances, CNX determines it is more likely than not that the fair value
of a reporting unit is greater than its carrying amount, then a quantitative assessment is not required. If CNX chooses to bypass
the qualitative assessment, or if it chooses to perform a qualitative assessment but is unable to qualitatively conclude that no
impairment has occurred, then CNX will perform a quantitative assessment. If the estimated fair value of a reporting unit is less
86
than its carrying value, an impairment charge is recognized for the excess of the reporting unit's carrying value over its fair
value. The Company uses a combination of the income approach (generally a discounted cash flow method) and market
approach (which may include the guideline public company method and/or the guideline transaction method) to estimate the
fair value of a reporting unit.
For the Company’s annual impairment assessment during the fourth quarter of 2023, the Company elected to perform a
qualitative impairment test on its goodwill and concluded that it is more likely than not that the fair value exceeded the carrying
value and goodwill was not impaired.
In estimating the fair value of the Midstream reporting unit, the Company used the income approach’s discounted cash
flow method, which applies significant inputs not observable in the public market (Level 3), including estimates and
assumptions related to the use of an appropriate discount rate, future throughput volumes, operating costs and capital spending,
discounted to present value using an industry rate adjusted for company-specific risk, which management feels reflects the
overall level of inherent risk of the reporting unit. These assumptions are affected by expectations about future market, industry
and economic conditions. Cash flow projections were derived from board approved budgeted amounts, a seven-year operating
forecast and an estimate of future cash flows. Subsequent cash flows were developed using growth or contraction rates that
management believes are reasonably likely to occur. The Company used the market approach’s comparable company method.
The comparable company method evaluates the value of a company using metrics of other businesses of similar size and
industry.
The estimates of future cash flows utilized in the impairment analysis described above were subjective in nature and are
subject to impacts from business risks as described in “Item 1A. Risk Factors”. The fair value estimation process requires
considerable judgment and determining the fair value is sensitive to changes in assumptions impacting management’s estimates
of future financial results. Although CNX believes the estimates and assumptions used in estimating the fair value are
reasonable and appropriate, different assumptions and estimates could materially impact the estimated fair value. Future results
could differ from our current estimates and assumptions.
The accumulated impairment loss on goodwill is $473,045, resulting in a carrying value of $323,314 at both
December 31, 2023 and 2022.
Other Intangible Assets:
The carrying amount and accumulated amortization of other intangible assets consist of the following:
Other Intangible Assets:
Gross Amortizable Asset - Customer Relationships
Less: Accumulated Amortization - Customer Relationships
Total Other Intangible Assets, net
December 31,
2023
2022
$
$
109,752 $
39,314
70,438 $
109,752
32,762
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 was $6,552 for the year ended December 31, 2023, $6,553 for the year
ended December 31, 2022 and $6,552 for the year ended December 31, 2021. The estimated annual amortization expense is
expected to approximate $6,552 per year for each of the next five years.
NOTE 10—REVOLVING CREDIT FACILITIES:
CNX:
On each of May 10, 2023 and May 5, 2022, CNX amended its Third Amended and Restated Credit Agreement dated
October 6, 2021 (as amended, the “CNX Credit Agreement”), which provides for a senior secured revolving credit facility (the
“CNX Credit Facility”). 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,
87
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 December 31, 2023.
At December 31, 2023, the CNX Credit Agreement had $52,050 borrowings outstanding, with a weighted average interest
rate of 7.64% and $43,684 of letters of credit outstanding, leaving $1,254,266 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 (as amended, the
“CNXM Credit Agreement”), which provides for a $600,000 senior secured revolving credit facility (“CNXM Credit Facility”)
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 December 31, 2023.
At December 31, 2023, the CNXM Credit Agreement had $105,150 of borrowings outstanding, with a weighted average
interest rate of 7.50% and no letters of credit outstanding, leaving $494,850 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.
88
NOTE 11—OTHER ACCRUED LIABILITIES:
Royalties
Accrued Interest
Transportation Charges
Deferred Revenue
Short-Term Incentive Compensation
Accrued Other Taxes
Accrued Payroll & Benefits
Purchased Gas Payable
Other
Current Portion of Long-Term Liabilities:
Asset Retirement Obligations
Salary Retirement
Total Other Accrued Liabilities
NOTE 12—LONG-TERM DEBT:
Senior Notes due January 2029 at 6.00%, Issued at Par Value
Senior Notes due January 2031 at 7.375% (Principal of $500,000 less Unamortized
Discount of $5,308 and $6,061, respectively)
CNX Midstream Partners LP Senior Notes due April 2030 at 4.75% (Principal of $400,000
less Unamortized Discount of $3,654 and $4,231, respectively)*
Senior Notes due March 2027 at 7.25% (Principal of $350,000 plus Unamortized Premium
of $1,728 and $2,266 , respectively)
Convertible Senior Notes due May 2026 at 2.25% (Principal of $330,654 less Unamortized
Discount and Issuance Costs of $4,586 and $6,460, respectively)
CNX Midstream Partners LP Revolving Credit Facility*
CNX Revolving Credit Facility
Less: Unamortized Debt Issuance Costs
Less: Current Portion
Long-Term Debt
December 31,
2023
2022
100,847 $
44,227
17,824
15,831
10,961
9,343
6,619
1,002
16,777
7,897
1,886
233,214 $
144,482
36,744
12,808
22,095
18,956
14,067
6,318
5,266
18,142
9,735
1,878
290,491
$
$
December 31,
2023
2022
$
500,000 $
500,000
494,692
493,939
396,346
395,769
351,728
352,266
326,068
105,150
52,050
11,660
2,214,374 $
325,668
1,888,706 $
324,194
153,700
—
14,133
2,205,735
—
2,205,735
$
$
*CNX is not a guarantor of CNXM's 4.75% Senior Notes due April 2030 or CNXM's Credit Facility.
At December 31, 2023, annual undiscounted maturities of CNX and CNXM long-term debt during the next five years and
thereafter are as follows:
Year ended December 31,
2024
2025
2026
2027
2028
Thereafter
Total Long-Term Debt Maturities
Amount
—
—
487,854
350,000
—
1,400,000
2,237,854
$
$
During the year ended December 31, 2022, CNX completed a private offering of $500,000 in aggregate principal of
7.375% Senior Notes due January 2031 (the “Senior Notes due January 2031”) less an unamortized discount of $6,250 which
89
accrue interest from September 26, 2022 at a rate of 7.375% per year. Interest is payable semi-annually in arrears on January 15
and July 15 of each year, beginning on July 15, 2023. The Senior Notes due January 2031 mature on January 15, 2031, rank
equally in right of payment to all of CNX's existing and future senior indebtedness and senior to any subordinated indebtedness
that the Company may incur and are guaranteed by most of CNX's subsidiaries but does not include CNXM (or its subsidiaries
or general partner).
During the year ended December 31, 2022, CNX purchased and retired $350,000 of its outstanding 7.25% Senior Notes
due March 2027. As part of the transaction, a loss of $9,972 was included in Loss on Debt Extinguishment in the Consolidated
Statements of Income.
During the year ended December 31, 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 year ended December 31, 2021, CNXM completed a private offering of $400,000 aggregate principal amount
of 4.75% CNXM Senior Notes due April 2030 (the “CNXM Senior Notes due April 2030”) less an unamortized bond discount
of $5,000. The CNXM Senior Notes due April 2030, along with the related guarantees, were issued pursuant to an indenture
dated September 22, 2021. The CNXM Senior Notes due April 2030 accrue interest from September 22, 2021 at a rate of
4.75% per year. Interest is payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15,
2022. The CNXM Senior Notes due April 2030 mature on April 15, 2030. The CNXM Senior Notes due April 2030 rank
equally in right of payment to all of CNXM's existing and future indebtedness and senior to any subordinated indebtedness that
CNXM may incur. CNX is not a guarantor of the CNXM Senior Notes due April 2030.
During the year ended December 31, 2021, CNXM purchased and retired $400,000 aggregate principal amount of its
outstanding 6.50% Senior Notes due March 2026. As part of this transaction, a loss of $25,727 was included in Loss on Debt
Extinguishment in the Consolidated Statements of Income.
During the year ended December 31, 2021, CNX’s wholly owned subsidiary Cardinal States Gathering Company LLC
(“Cardinal States”) repaid in full the outstanding principal of $107,705 of its non-revolving credit facility and terminated the
facility. As part of this transaction, a loss of $5,763 was included in Loss on Debt Extinguishment in the Consolidated
Statements of Income.
Additionally, during the year ended December 31, 2021, CNX’s wholly owned subsidiary CSG Holdings II LLC (“CSG
Holdings”) repaid in full the outstanding principal of $39,726 on its non-revolving credit facility and terminated the facility. As
part of this transaction, a loss of $2,247 was included in Loss on Debt Extinguishment in the Consolidated Statements of
Income.
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
90
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.
Pursuant to the terms of the Convertible Notes indenture, the Sale Price per share of Common Stock condition for
conversion of the Convertible Notes was satisfied as of December 31, 2023, and, accordingly, holders of Convertible Notes are
permitted to convert any of their Convertible Notes, at their option, at any time during the quarter beginning on January 1, 2024
and ending on March 31, 2024, subject to all terms and conditions set forth in the Convertible Notes indenture. At
December 31, 2023, the conditions of allowing holders of the Convertible Notes to exercise their conversion right were met and
as of December 31, 2023, the Convertible Notes were convertible. The Convertible Notes are therefore classified as short-term
debt at December 31, 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.
91
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:
Liability Component:
Principal
Unamortized Issuance Costs
Net Carrying Amount
Fair Value
Fair Value Hierarchy
Interest expense related to the Convertible Notes is as follows:
Contractual Interest Expense
Amortization of Issuance Costs
Total Interest Expense
December 31,
2023
2022
$
$
$
$
330,654 $
(4,586) $
326,068 $
330,654
(6,460)
324,194
537,465 $
Level 2
483,581
Level 2
For the Years Ended December 31,
2023
2022
$
7,440 $
1,873
9,313
7,577
1,871
9,448
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.
NOTE 13—LEASES:
CNX's leasing activities primarily consist of operating and finance leases for electric fracturing equipment, natural gas
drilling rigs, CNX's corporate headquarters as well as field offices, a natural gas gathering pipeline and commercial vehicles.
Some leases include options to renew ranging from a period of 1 to 10 years, which are not recognized as part of the lease right-
of-use (ROU) assets or liabilities as they are not reasonably certain to be exercised.
Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of the lease
payments over the lease term. As most of CNX's leases do not provide an implicit rate, an incremental borrowing rate is used to
determine the present value of lease payments. In accordance with ASC 842, it is the Company’s policy to exclude leases with a
term of 12 months or less and to not separate lease components from non-lease components for any asset class.
On May 26, 2023, CNX entered into a new lease for office space that is expected to result in an operating lease ROU
asset of approximately $5,270 and an operating lease obligation of approximately $4,370 in April 2024, which is when the lease
is expected to commence. On January 2, 2024, CNX entered into a new lease for an electric-powered drilling system that is
expected to result in a finance lease asset, to be included within property, plant and equipment, and as a finance lease obligation
of $18,823 in March 2024, which is when the lease is expected to commence.
92
The components of lease cost were as follows:
Operating Lease Cost
Finance Lease Cost:
Amortization of Right-of-Use Assets
Interest on Lease Liabilities
Short-term Lease Cost
Variable Lease Cost*
Total Lease Cost
For the Years Ended December 31,
2023
2022
2021
$
63,087 $
56,725 $
60,364
1,628
429
2,357
12,401
79,902 $
665
78
7,784
9,271
74,523 $
1,577
123
8,589
7,100
77,753
$
*Amounts recognized in the Consolidated Balance Sheets for natural gas drilling rigs are measured using the rates that would be paid if the
rigs were idle, as this represents the minimum payment that could be made under the contract. Variable lease cost represents amounts paid for
natural gas drilling rigs above this minimum when the rigs are in use. Amounts recognized in the Consolidated Balance Sheets for electric
fracturing equipment are measured using minimum pumping hours under the contract; however, pumping hours may exceed the minimum
and vary period to period. Any such amounts paid related to pumping hours in excess of the minimum represent variable lease cost.
Amounts recognized in the Consolidated Balance Sheets are as follows:
Operating Leases:
Operating Lease Right-of-Use Assets
Current Portion of Operating Lease Obligations
Operating Lease Obligations
Total Operating Lease Liabilities
Finance Leases:
Property, Plant and Equipment
Less—Accumulated Depreciation, Depletion and Amortization
Property, Plant and Equipment—Net
Current Portion of Finance Lease Obligations
Finance Lease Obligations
Total Finance Lease Liabilities
December 31,
2023
2022
139,466 $
174,849
53,791 $
89,531
143,322 $
47,436
132,105
179,541
10,864 $
3,502
7,362 $
1,862 $
5,500
7,362 $
6,777
3,926
2,851
881
1,970
2,851
$
$
$
$
$
$
$
Supplemental cash flow information related to leases was as follows:
Cash Paid for Amounts Included in the Measurement of Lease Liabilities:
Operating Cash Flows for Operating Leases
Operating Cash Flows for Finance Leases
Financing Cash Flows for Finance Leases
Right-of-Use Assets Obtained in Exchange for Lease Obligations:
Operating Leases
Finance Leases
For the Years Ended December 31,
2023
2022
2021
$
$
$
$
$
64,139 $
429 $
1,627 $
55,729 $
78 $
665 $
56,966
123
2,785
19,477 $
6,178 $
36,758 $
1,742 $
4,010
772
93
Maturities of lease liabilities are as follows:
Year Ended December 31,
2024
2025
2026
2027
2028
Thereafter
Total Lease Payments
Less: Interest
Present Value of Lease Liabilities
Lease terms and discount rates are as follows:
Weighted Average Remaining Lease Term (years):
Operating Leases
Finance Leases
Weighted Average Discount Rate:
Operating Leases
Finance Leases
NOTE 14—PENSION:
Operating
Leases
Finance
Leases
$
$
59,430 $
50,373
19,372
6,048
6,109
15,422
156,754
13,432
143,322 $
2,401
2,347
2,278
1,963
598
30
9,617
2,255
7,362
For the Years Ended December 31,
2023
2022
2021
3.59
4.08
4.41
4.01
6.20
3.56
4.84 %
7.35 %
4.65 %
6.17 %
4.84 %
1.72 %
The benefits for the Defined Contribution Restoration Plan were frozen effective July 1, 2018. Employees hired after this
date are not eligible for this benefit plan. In addition, current participants receive no further compensation credits after that date,
with the last award being 2017. Annual interest credits will continue to be made in accordance with the terms of the plan.
The current portion of the pension obligation is included in Other Accrued Liabilities and the noncurrent portion is
included in Other Liabilities in the Consolidated Balance Sheets.
94
The reconciliation of changes in the benefit obligation, plan assets and funded status of the pension benefits is as follows:
Change in Benefit Obligation:
Benefit Obligation at Beginning of Period
Interest Cost
Actuarial Loss (Gain)
Benefits and Other Payments
Benefit Obligation at End of Period
Change in Plan Assets:
Fair Value of Plan Assets at Beginning of Period
Company Contributions
Benefits and Other Payments
Fair Value of Plan Assets at End of Period
Funded Status:
Current Liabilities
Noncurrent Liabilities
Net Obligation Recognized
Amounts Recognized in Accumulated Other Comprehensive Loss Consist of:
Net Actuarial Loss
Prior Service Cost
Total
Less: Tax Benefit
Net Amount Recognized
The components of the net periodic benefit cost are as follows:
December 31,
2023
2022
32,223 $
1,675
1,442
(1,799)
33,541 $
— $
1,799
(1,799)
— $
42,990
1,035
(10,006)
(1,796)
32,223
—
1,796
(1,796)
—
(1,886) $
(31,655)
(33,541) $
(1,878)
(30,345)
(32,223)
9,153 $
842
9,995
2,694
7,301 $
7,884
1,063
8,947
2,434
6,513
$
$
$
$
$
$
$
$
Components of Net Periodic Benefit Cost:
Interest Cost
Amortization of Prior Service Cost
Recognized Net Actuarial Loss
Net Periodic Benefit Cost
For the Years Ended December 31,
2023
2022
2021
1,675
222
173
2,070 $
1,035
221
510
1,766 $
855
222
513
1,590
$
CNX utilizes a corridor approach to amortize actuarial gains and losses that have been accumulated under the pension
plan. Cumulative gains and losses that are in excess of 10% of the greater of either the projected benefit obligation (PBO) or the
market-related value of plan assets are amortized over the expected remaining future lifetime of all plan participants for the
pension plan.
The following table provides information related to the pension plan with an accumulated benefit obligation in excess of
plan assets:
Projected Benefit Obligation
Accumulated Benefit Obligation
Fair Value of Plan Assets
95
As of December 31,
2023
2022
$
$
$
33,541 $
33,541 $
— $
32,223
32,223
—
Assumptions:
The weighted-average assumptions used to determine benefit obligations are as follows:
Discount Rate
Rate of Compensation Increase
Interest Credited Rate
As of December 31,
2023
2022
5.15 %
— %
4.74 %
5.43 %
— %
4.43 %
The discount rates are determined using a Company-specific yield curve model (above-mean) developed with the
assistance of an external actuary. The Company-specific yield curve models (above-mean) use a subset of the expanded bond
universe to determine the Company-specific discount rate. Bonds used in the yield curve are rated AA by Moody's or Standard
& Poor's as of the measurement date. The yield curve models parallel the plans' projected cash flows, and the underlying cash
flows of the bonds included in the models exceed the cash flows needed to satisfy the Company plans. The increase in discount
rate during 2022 compared to the prior year caused a significant actuarial gain during the year ended December 31, 2022.
The weighted-average assumptions used to determine net periodic benefit cost are as follows:
Discount Rate
Rate of Compensation Increase
Interest Credited Rate
Cash Flows:
For the Years ended December 31,
2023
2022
2021
5.43 %
— %
4.81 %
2.84 %
— %
4.07 %
2.47 %
— %
2.71 %
The following benefit payments, which reflect expected future service, are expected to be paid:
Year ended December 31,
2024
2025
2026
2027
2028
Year 2029-2033
Pension
Benefits
1,886
1,983
2,053
2,143
2,236
13,057
$
$
$
$
$
$
NOTE 15—STOCK-BASED COMPENSATION:
CNX's Equity Incentive Plan provides for grants of stock-based awards to key employees and to non-employee directors.
Amendments to the Equity Incentive Plan have been adopted and approved by the Board of Directors and the Company's
shareholders since the commencement of the Equity Incentive Plan. Most recently, in May 2020 the Company's Shareholders
adopted and approved a 10,775,000 increase to the total number of shares available for issuance. At December 31, 2023,
7,853,582 shares of common stock remained available for grant under the plan. The Equity Incentive Plan provides that the
aggregate number of shares available for issuance will be reduced by one share for each share relating to stock options and by
1.62 for each share relating to Performance Share Units (PSUs) or Restricted Stock Units (RSUs). No award of stock options
may be exercised under the Equity Incentive Plan after the tenth anniversary of the grant date of the award.
For those shares expected to vest, CNX recognizes stock-based compensation costs on a straight-line basis over the
requisite service period of the award, which is generally the vesting term. Options and RSUs vest over a three-year term. PSUs
granted in 2019 vest over a five-year term and PSUs granted in 2020-January 2023 vest over a three-year term subject to
performance conditions. PSUs granted in August 2023 vest over a seven-year term. If an employee leaves the Company, all
unvested shares are forfeited. CNX recognizes forfeitures as they occur. The vesting of all awards will accelerate in the event of
death and disability and may accelerate upon a change in control of CNX.
96
The total stock-based compensation expense recognized relating to CNX shares during the years ended December 31,
2023, 2022 and 2021 was $20,235, $16,375 and $16,560, respectively. The related deferred tax benefit totaled $6,983, $4,497,
$4,409, respectively.
As of December 31, 2023, CNX has $24,731 of unrecognized compensation cost related to all non-vested stock-based
compensation awards, which is expected to be recognized over a weighted-average period of 3.15 years. When stock options
are exercised, and restricted and performance stock unit awards become vested, the issuances are made from CNX's common
stock shares.
Stock Options:
CNX examined its historical pattern of option exercises in an effort to determine if there were any discernible activity
patterns based on certain employee populations. From this analysis, CNX identified two distinct employee populations and used
the Black-Scholes option pricing model to value the options for each of the employee populations. The expected term
computation presented in the table below is based upon a weighted average of the historical exercise patterns and post-vesting
termination behavior of the two populations. The risk-free interest rate was determined for each vesting tranche of an award
based upon the calculated yield on U.S. Treasury obligations for the expected term of the award. A combination of historical
and implied volatility is used to determine expected volatility and future stock price trends.
The total fair value of options granted during the years ended December 31, 2023 and 2022 was $115 and $115,
respectively, based on the following assumptions and weighted average fair values. There were no options granted during the
year ended December 31, 2021.
Weighted Average Fair Value of Grants
Risk-free Interest Rate
Expected Dividend Yield
Expected Forfeiture Rate
Expected Volatility
Expected Term in Years
A summary of the status of stock options granted is presented below:
December 31,
$
2023
7.06
3.24 %
— %
— %
48.70 %
5.50
2022
10.60
$
3.02 %
— %
— %
54.00 %
5.5
Outstanding at December 31, 2022
Granted
Exercised
Outstanding at December 31, 2023
Exercisable at December 31, 2023
Weighted
Average
Weighted
Remaining
Aggregate
Average
Contractual
Intrinsic
Exercise
Term (in
Value (in
Shares
Price
years)
thousands)
2,262,845 $
16,289 $
(193,264) $
2,085,870 $
2,069,581 $
8.55
14.63
9.10
8.55
8.50
2.72 $
2.67 $
23,890
23,802
At December 31, 2023, there were 1,657,445 employee stock options outstanding under the Equity Incentive Plan. Non-
employee director stock options vest one year after the grant date. There are 428,425 stock options outstanding under these
grants.
The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between CNX's
closing stock price on the last trading day of the year ended December 31, 2023 and the option's exercise price, multiplied by
the number of in-the-money options) that would have been received by the option holders had all option holders exercised their
options on December 31, 2023. This amount varies based on the fair market value of CNX's stock. The total intrinsic value of
options exercised for the years ended December 31, 2023, 2022 and 2021 was $2,015, $1,825, and $5,027, respectively.
97
Cash received from option exercises for the years ended December 31, 2023, 2022 and 2021 was $1,760, $1,197 and
$5,087, respectively. The tax impact from option exercises totaled $529, $463 and $960 for the years ended December 31,
2023, 2022 and 2021, respectively.
Restricted Stock Units:
Under the Equity Incentive Plan, CNX grants certain employees and non-employee directors RSU awards, which entitle
the holder to receive shares of common stock as the award vests. Non-employee director RSUs vest at the end of one year.
Compensation expense is recognized over the vesting period of the units, described above. The total fair value of RSUs granted
during the years ended December 31, 2023, 2022 and 2021 was $16,194, $16,852 and $12,603, respectively. The total fair
value of restricted stock units vested during the years ended December 31, 2023, 2022 and 2021 was $12,321, $11,811 and
$9,249, respectively.
The following table represents the nonvested restricted stock units and their corresponding fair value (based upon the
closing share price) at the date of grant:
Nonvested at December 31, 2022
Granted
Vested
Forfeited
Nonvested at December 31, 2023
Performance Share Units:
Number of
Weighted Average
Shares
1,833,920
999,465
(1,031,200)
(205,645)
1,596,540
Grant Date Fair Value
$12.69
$16.20
$11.95
$14.51
$15.14
Under the Equity Incentive Plan, CNX grants certain employees performance share unit awards, which entitle the holder
to shares of common stock subject to the achievement of certain market and performance goals. Compensation expense is
recognized over the performance measurement period of the units in accordance with the provisions of the Stock Compensation
Topic of the FASB Accounting Standards Codification for awards with market and performance vesting conditions. The total
fair value of performance share units granted during the years ended December 31, 2023, 2022 and 2021 was $18,383, $7,726
and $7,634, respectively. The total fair value of performance share units vested during the years ended December 31, 2023,
2022 and 2021 was $4,563, $949 and $6,206, respectively.
The following table represents the nonvested performance share units and their corresponding fair value (based upon the
Monte Carlo Methodology for market-based awards and the stock price on the date of grant for performance based awards) on
the date of grant:
Nonvested at December 31, 2022
Granted
Vested
Forfeited
Nonvested at December 31, 2023
Number of
Weighted Average
Shares
2,293,678
1,687,329
(576,421)
(605,868)
2,798,718
Grant Date Fair Value
$10.53
$10.89
$7.92
$12.93
$10.77
NOTE 16—SUPPLEMENTAL CASH FLOW INFORMATION:
The following are non-cash transactions that impact the investing and financing activities of CNX.
As of December 31, 2023, 2022 and 2021, CNX purchased goods and services related to capital projects in the amount of
$28,198, $56,052 and $35,592, respectively, which are included in accounts payable.
98
The following table shows cash paid (received):
Interest (Net of Amounts Capitalized)
Income Taxes
For the Years Ended December 31,
2023
122,279 $
7,329 $
2022
126,643 $
— $
2021
123,466
—
$
$
NOTE 17—CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS:
CNX markets natural gas primarily to gas wholesalers in the United States. Concentration of credit risk is summarized
below:
Gas Wholesalers
NGL, Condensate & Processing Facilities
Other
Allowance for Credit Losses
Total Accounts Receivable Trade
December 31,
2023
2022
$
$
99,493 $
12,005
4,705
(84)
116,119 $
304,842
26,382
17,318
(84)
348,458
As of December 31, 2023, receivables of $13,416 due from NRG Business Marketing LLC (formerly Direct Energy
Business Marketing LLC) and $11,611 due from DTE Energy were included in the Gas Wholesalers balance above. As of
December 31, 2022, a receivable of $33,322 due from Direct Energy Business Marketing LLC was included. No other
customers made up more than 10% of the total balances.
During the year ended December 31, 2023, sales to Citadel Energy Marketing LLC were $180,039 and sales to NRG
Business Marketing LLC (formerly Direct Energy Business Marketing LLC) were $165,465, each of which comprised over
10% of the Company's revenue from contracts with external customers for the period.
During the year ended December 31, 2022, sales to Direct Energy Business Marketing LLC were $453,501, which
comprised over 10% of the Company's revenue from contracts with external customers for the period.
During the year ended December 31, 2021, sales to Citadel Energy Marketing LLC were $334,407 and sales to Direct
Energy Business Marketing LLC were $235,760, each of which comprised over 10% of the Company's revenue from contracts
with external customers for the period.
NOTE 18—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.
99
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 December 31, 2023
Fair Value Measurements at December 31, 2022
Description
Commodity Derivatives
Interest Rate Swaps
Level 1
Level 2
Level 3
$
$
— $
— $
(55,701) * $
$
1,099
— $
— $
Level 1
Level 2
— $ (1,904,830) ** $
$
— $
4,561
Level 3
—
—
*Includes $6,741 of derivatives that have been settled but not received and $900 that have been settled but not paid.
**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:
December 31, 2023
December 31, 2022
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Cash and Cash Equivalents
Long-Term Debt (Excluding Debt Issuance Costs)*
443 $
21,321
443 $
$
$ 2,226,034 $ 2,376,594 $ 2,219,868 $ 2,240,919
21,321 $
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 19—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
100
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:
Natural Gas Commodity Swaps (Bcf)
Natural Gas Basis Swaps (Bcf)
Propane Commodity Swaps (Mbbls)
Interest Rate Swaps
December 31,
2023
2022
1,349.2
760.3
81.0
$
410,000 $
1,607.9
1,023.7
—
410,000
Forecasted to
Settle Through
2027
2027
2024
2024
$
The gross fair value of CNX's derivative instruments was as follows:
Current Assets:
Commodity Derivative Instruments:
Commodity Swaps
Propane Swaps
Basis Only Swaps
Interest Rate Swaps
Total Current Assets
Other Non-Current Assets:
Commodity Derivative Instruments:
Commodity Swaps
Basis Only Swaps
Interest Rate Swaps
Total Other Non-Current Assets
Current Liabilities:
Commodity Derivative Instruments:
Commodity Swaps
Basis Only Swaps
Interest Rate Swaps
Total Current Liabilities
Non-Current Liabilities:
Commodity Derivative Instruments:
Commodity Swaps
Basis Only Swaps
Interest Rate Swaps
Total Non-Current Liabilities
101
December 31,
2023
2022
168,532 $
1,003
77,540
5,449
252,524 $
21,759
—
118,115
14,600
154,474
166,701 $
113,829
—
280,530 $
42,786
197,280
4,865
244,931
47,279 $
9,473
4,350
61,102 $
732,717
38,559
11,377
782,653
484,357 $
42,197
—
526,554 $
1,466,124
47,370
3,527
1,517,021
$
$
$
$
$
$
$
$
The effect of commodity derivative instruments on the Company's Consolidated Statements of Income was as follows:
Realized Gain (Loss) on Commodity Derivative Instruments:
Natural Gas Commodity Swaps
Natural Gas Basis Swaps
Propane Swaps
Total Realized Gain (Loss) on Commodity Derivative Instruments
For the Years Ended December 31,
2023
2022
2021
$
62,567
$ (1,971,287)
$
(596,619)
98,582
1,877
158,510
—
163,026 * (1,812,777) **
57,603
—
(539,016)
Unrealized Gain (Loss) on Commodity Derivative Instruments:
Natural Gas Commodity Swaps
Natural Gas Basis Swaps
Propane Swaps
Total Unrealized Gain (Loss) on Commodity Derivative Instruments
1,858,060
(93,222)
788
1,765,626
(922,424)
71,426
—
(850,998)
(1,240,827)
147,110
—
(1,093,717)
Gain (Loss) on Commodity Derivative Instruments:
Natural Gas Commodity Swaps
Natural Gas Basis Swaps
Propane Swaps
Total Gain (Loss) on Commodity Derivative Instruments
1,920,627
5,360
2,665
$ 1,928,652
(2,893,711)
229,936
—
$ (2,663,775)
(1,837,446)
204,713
—
$ (1,632,733)
*Includes $6,741 of derivatives that have been settled but not received and $900 that have been settled but not paid at December 31, 2023, and
excludes $77,662 of gas derivatives that were settled but not paid at December 31, 2022.
**Includes $77,662 of gas derivatives that were settled but not paid at December 31, 2022.
The effect of interest rate swaps on Interest Expense in the Company's Consolidated Statements of Income was as follows:
Cash Received (Paid) in Settlement of Interest Rate Swaps
Unrealized (Loss) Gain on Interest Rate Swaps
Gain on Interest Rate Swaps
For the Years Ended December 31,
2023
2022
2021
$
$
4,207 $
(3,463)
744 $
(1,572) $
10,348
8,776 $
(5,574)
8,485
2,911
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 20—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
102
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 Eighty-Four 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 December 31, 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
Other
Total Letters of Credit
Surety Bonds:
Employee-Related
Environmental
Firm Transportation
Financial Guarantees
Other
Total Surety Bonds
$
40,331 $
3,353
43,684
40,331 $
3,353
43,684
2,250
11,449
126,336
72,720
8,682
221,437
265,121 $
2,250
11,449
126,336
72,720
8,682
221,437
265,121 $
— $
—
—
—
—
—
—
—
—
— $
— $
—
—
—
—
—
—
—
—
— $
—
—
—
—
—
—
—
—
—
—
Total Commitments
$
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 this Form 10-K).
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
103
Consolidated Balance Sheets. As of December 31, 2023, the purchase obligations for each of the next five years and beyond are
as follows:
Obligations Due
Less than 1 year
1 - 3 years
3 - 5 years
More than 5 years
Total Purchase Obligations
NOTE 21—SEGMENT INFORMATION:
Amount
247,586
446,255
373,180
581,370
1,648,391
$
$
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 year ended December 31, 2023 are:
Natural Gas, NGLs and Oil Revenue
Purchased Gas Revenue
Gain on Commodity Derivative Instruments
Other Revenue and Operating Income
Total Revenue and Other Operating Income
Total Operating Expense
Earnings Before Income Tax
Segment Assets
Depreciation, Depletion and Amortization
Capital Expenditures
Shale
Coalbed
Methane
Other
Consolidated
$
1,170,393 $
130,763 $
1,062 $
1,302,218 (A)
—
151,408
66,559
—
74,218
74,218
11,554
1,765,690
1,928,652
—
63,301
129,860 (B)
$
$
$
$
$
$
1,388,360 $
142,317 $
1,904,271 $
3,434,948
746,050 $
141,708 $
304,351 $
1,192,109
642,310 $
609 $
1,580,006 $
2,222,925
6,656,655 $
948,795 $
1,021,207 $
8,626,657 (C)
365,020 $
629,631 $
50,052 $
36,804 $
18,514 $
12,969 $
433,586
679,404
(A) Included in Total Natural Gas, NGLs and Oil Revenue are sales of $180,039 to Citadel Energy Marketing LLC and $165,465 to NRG Business
Marketing LLC (formerly Direct Energy Business Marketing LLC), each of which comprises over 10% of revenue from contracts with external
customers for the period.
Includes midstream revenue of $66,559 and equity in earnings of unconsolidated affiliates of $2,942 for Shale and Other, respectively. Other also
includes sales of environmental attributes of $40,685.
Includes investments in unconsolidated equity affiliates of $13,682.
(C)
(B)
104
Industry segment results for the year ended December 31, 2022 are:
Natural Gas, NGLs and Oil Revenue
Purchased Gas Revenue
Loss on Commodity Derivative Instruments
Other Revenue and Operating Income
Total Revenue and Other Operating Income (Loss)
Total Operating Expense
Earnings (Loss) Before Income Tax
Segment Assets
Depreciation, Depletion and Amortization
Capital Expenditures
Shale
Coalbed
Methane
Other
Consolidated
$
3,334,677 $
314,695 $
2,740 $
3,652,112 (D)
—
—
185,552
185,552
(1,672,974)
(139,131)
(851,670)
(2,663,775)
69,618
—
17,704
87,322 (E)
1,731,321 $
175,564 $
(645,674) $
1,261,211
790,960 $
131,426 $
399,255 $
1,321,641
940,361 $
44,138 $
(1,196,446) $
(211,947)
6,452,075 $
959,126 $
1,104,572 $
8,515,773 (F)
388,641 $
544,914 $
53,201 $
15,043 $
19,373 $
5,797 $
461,215
565,754
$
$
$
$
$
$
(D) Included in Total Natural Gas, NGLs and Oil Revenue are sales of $453,501 to Direct Energy Business Marketing LLC, which comprises over 10%
of revenue from contracts with external customers for the period.
Includes midstream revenue of $69,618 and equity in earnings of unconsolidated affiliates of $1,412 for Shale and Other, respectively.
Includes investments in unconsolidated equity affiliates of $11,714.
(E)
(F)
Industry segment results for the year ended December 31, 2021 are:
Natural Gas, NGLs and Oil Revenue
Purchased Gas Revenue
Loss on Commodity Derivative Instruments
Other Revenue and Operating Income
Total Revenue and Other Operating Income (Loss)
Total Operating Expense
Earnings (Loss) Before Income Tax
Segment Assets
Depreciation, Depletion and Amortization
Capital Expenditures
Shale
Coalbed
Methane
Other
Consolidated
$
1,988,993 $
193,578 $
1,358 $
2,183,929 (G)
—
(492,526)
81,267
—
99,713
99,713
(46,304)
(1,093,903)
(1,632,733)
—
24,616
105,883 (H)
1,577,734 $
147,274 $
(968,216) $
756,792
804,004 $
117,900 $
312,970 $
1,234,874
773,730 $
29,374 $
(1,439,617) $
(636,513)
6,071,495 $
1,047,851 $
981,405 $
8,100,751 (I)
440,024 $
453,603 $
58,602 $
10,880 $
16,492 $
1,378 $
515,118
465,861
$
$
$
$
$
$
(G) Included in Total Natural Gas, NGLs and Oil Revenue are sales of $334,407 to Citadel Energy Marketing LLC and $235,760 to Direct Energy
Business Marketing LLC, each of which comprises over 10% of revenue from contracts with external customers for the period.
(H) Includes midstream revenue of $81,267 and equity in earnings of unconsolidated affiliates of $5,780 for Shale and Other, respectively.
(I)
Includes investments in unconsolidated equity affiliates of $17,301.
For the Years Ended December 31,
2021
2023
2022
$ 1,442,995 $ 3,907,282 $ 2,364,909
(1,632,733)
24,616
756,792
(2,663,775)
17,704
$ 3,434,948 $ 1,261,211 $
1,928,652
63,301
Reconciliation of Segment Information to Consolidated Amounts:
Revenue and Other Operating Income:
Total Segment Revenue from Contracts with External Customers
Gain (Loss) on Commodity Derivative Instruments
Other Operating Income
Total Consolidated Revenue and Other Operating Income
105
NOTE 22—SUPPLEMENTAL GAS DATA (unaudited):
The following information was prepared in accordance with the FASB's Accounting Standards Update No. 2010-03,
“Extractive Activities-Oil and Gas (Topic 932).” The supplementary information summarized below presents the results of
natural gas and oil activities for the Company in accordance with the successful efforts method of accounting for production
activities.
Capitalized Costs:
Intangible Drilling Costs
Gas Gathering Assets
Proved Gas Properties
Unproved Gas Properties
Gas Wells and Related Equipment
Other Gas Assets
Total Property, Plant and Equipment
Accumulated Depreciation, Depletion and Amortization
Net Capitalized Costs
Costs incurred for property acquisition, exploration and development (*):
Property Acquisitions:
Proved Properties
Unproved Properties
Development**
Exploration
Total
As of December 31,
2023
5,902,498 $
2,631,110
1,374,685
724,401
1,513,945
119,163
12,265,802
(5,110,938)
7,154,864 $
2022
5,554,021
2,542,587
1,345,114
734,890
1,342,719
99,457
11,618,788
(4,710,684)
6,908,104
$
$
For the Years Ended December 31,
2023
2022
2021
$
$
2,319 $
26,405
637,711
4,257
670,692 $
19,766 $
14,802
526,092
6,806
567,466 $
32,355
20,568
393,641
30,927
477,491
__________
(*)
(**) Includes development costs for midstream of $47 million, $38 million and $35 million for 2023, 2022 and 2021,
Includes costs incurred whether capitalized or expensed.
respectively.
106
Results of Operations for Producing Activities:
For the Years Ended December 31,
Natural Gas, NGLs and Oil Revenue
Realized Gain (Loss) on Commodity Derivative Instruments
Unrealized Gain (Loss) on Commodity Derivative Instruments
Purchased Gas Revenue
Total Revenue
Lease Operating Expense
Production, Ad Valorem and Other Fees
Transportation, Gathering and Compression
Purchased Gas Costs
Exploration Costs
Depreciation, Depletion and Amortization
Total Costs
Pre-tax Operating Income (Loss)
Income Tax Expense (Benefit)
Results of Operations for Producing Activities excluding Corporate and
Interest Costs
2023
2021
2022
$ 1,302,218 $ 3,652,112 $ 2,183,929
(539,016)
(1,093,717)
99,713
650,909
46,256
34,051
343,635
93,776
20,626
515,118
1,053,462
(402,553)
(87,354)
(1,812,777)
(850,998)
185,552
1,173,889
66,658
44,965
369,660
185,383
8,298
461,215
1,136,179
37,710
12,444
163,026
1,765,626
74,218
3,305,088
63,333
27,946
381,934
69,924
10,447
433,586
987,170
2,317,918
523,849
$ 1,794,069 $
25,266 $
(315,199)
The following is production, average sales price and average production costs, excluding ad valorem and severance taxes,
per unit of production:
Production (MMcfe)
Total Average Sales Price Before Effects of Commodity Derivative Financial
Settlements (per Mcfe)
Average Effects of Commodity Derivative Financial Settlements (per Mcfe)
Total Average Sales Price Including Effects of Commodity Derivative
Financial Settlements (per Mcfe)
Average Lifting Costs, Excluding Ad Valorem and Severance Taxes (per
Mcfe)
$
$
$
$
For the Years Ended December 31,
2023
560,366
2022
580,169
2021
590,248
2.32 $
0.32 $
6.29 $
(3.35) $
2.61 $
3.17 $
0.11 $
0.11 $
3.70
(0.98)
2.79
0.08
During the years ended December 31, 2023, 2022 and 2021, the Company drilled 30.8, 37.0, and 33.0 net development
wells, respectively. There were no net dry development wells in 2023, 2022 or 2021.
There were no net exploratory wells drilled during the years ended December 31, 2023, 2022 or 2021. There were no net
dry exploratory wells in 2023, 2022 or 2021.
As of December 31, 2023, there were 13.8 net development wells and no exploratory wells drilled but uncompleted.
CNX is committed to provide 470.9 Bcf of gas under existing sales contracts or agreements over the course of the next
four years. The Company expects to produce sufficient quantities from existing proved developed reserves to satisfy these
commitments.
Most of the Company’s development wells and proved acreage are located in Virginia, West Virginia, Ohio and
Pennsylvania. Some leases are beyond their primary term, but these leases are extended in accordance with their terms as long
as certain drilling commitments or other term commitments are satisfied.
107
The following table sets forth, at December 31, 2023, the number of producing wells, developed acreage and undeveloped
acreage:
Producing Gas Wells (including Gob Wells) - Working Interest
Producing Oil Wells - Working Interest
Producing Gas Wells - Royalty Interest
Producing Oil Wells - Royalty Interest
Acreage Position:
Proved Developed Acreage
Proved Undeveloped Acreage
Unproved Acreage
Total Acreage
Gross(1)
Net(2)
4,499
2
320
126
4,425
—
—
—
385,087
40,811
4,704,922
5,130,820
385,087
40,811
3,392,132
3,818,030
____________
(1) All of our acreage identified as proved developed and undeveloped is controlled fully by CNX through ownership of a
100% working interest.
(2) Net acres include acreage attributable to our working interests in the properties. Additional adjustments (either increases
or decreases) may be required as we further develop title to and further confirm our rights with respect to our various
properties in anticipation of development. We believe that our assumptions and methodology in this regard are
reasonable.
Proved Oil and Gas Reserves Quantities:
Annually, the preparation of natural gas reserves estimates is completed in accordance with CNX prescribed internal
control procedures, which include verification of input data into a gas reserves forecasting and economic evaluation software, as
well as multi-functional management review. As part of the annual review, management reviews and approves changes in the
future development plan and the impact to proved-undeveloped locations to ensure that annual changes are aligned with the
overall strategic business plan of the Company. A detailed review is completed to ensure that all proved undeveloped locations
will be fully developed within five-years of the reserves booking. As part of the development plan review, management reviews
current well production data, acreage position, downstream infrastructure availability, operational leases and other
commitments, financial capacity to complete the development and individual project economics in expected future gas pricing
scenarios. The input data verification includes reviews of the price and operating, and development cost assumptions as well as
tax rates by jurisdiction used in the economic model to determine the reserves. Also, the production volumes are reconciled
between the system used to calculate the reserves and other accounting/measurement systems. The technical employee
responsible for overseeing the preparation of the reserve estimates is a registered professional engineer in the state of West
Virginia with over 19 years of experience in the oil and gas industry. The Company’s gas reserves results, which are reported in
Note 22 – Supplemental Gas Data for the year ended December 31, 2023 Form 10-K, were audited by independent petroleum
engineers, Netherland, Sewell & Associates, Inc. The technical person primarily responsible for overseeing the audit of the
Company's reserves is a registered professional engineer in the state of Texas with over 11 years of experience in the oil and gas
industry.
108
The oil and gas reserves estimates are as follows:
Balance December 31, 2020 (a)
Revisions (b)
Price Changes
Extensions and Discoveries (e)
Production
Balance December 31, 2021 (a)
Revisions (c)
Price Changes
Extensions and Discoveries (e)
Production
Balance December 31, 2022 (a)
Revisions (d)
Price Changes
Extensions and Discoveries (e)
Production
Sales of Reserves In-Place
Balance December 31, 2023 (a)
Proved developed reserves:
Proved undeveloped reserves:
Natural Gas
(MMcf)
9,034,066
(409,215)
82,248
832,696
(551,988)
8,987,807
(339,878)
24,795
1,055,250
(540,696)
9,187,278
(698,397)
(382,311)
478,026
(514,668)
(146,936)
7,922,992
NGLs
(Mbbls)
81,867
13,655
692
12,047
(5,976)
102,285
(6,140)
17
10,324
(6,333)
100,153
41,119
(12,733)
16,778
(7,410)
(3,196)
134,711
Condensate
Consolidated
& Crude Oil
Operations
(Mbbls)
4,081
39
22
294
(400)
4,036
(1,768)
1
1,092
(246)
3,115
(453)
(1,101)
589
(206)
(363)
1,581
(MMcfe)
9,549,758
(327,050)
86,532
906,738
(590,248)
9,625,730
(387,320)
24,904
1,123,745
(580,169)
9,806,890
(454,409)
(465,314)
582,229
(560,366)
(168,288)
8,740,742
December 31, 2021
December 31, 2022
December 31, 2023
5,569,332
5,788,814
5,521,437
December 31, 2021
December 31, 2022
December 31, 2023
3,418,475
3,398,464
2,401,555
53,204
70,063
83,682
49,081
30,090
51,029
2,843
2,038
706
5,905,611
6,221,422
6,027,762
1,193
1,077
875
3,720,119
3,585,468
2,712,980
__________
(a) Proved developed and proved undeveloped gas reserves are defined by SEC Rule 4.10(a) of Regulation S-X. Generally,
these reserves would be commercially recovered under current economic conditions, operating methods and government
regulations. CNX cautions that there are many inherent uncertainties in estimating proved reserve quantities, projecting
future production rates and timing of development expenditures. Proved oil and gas reserves are estimated quantities of
natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years
from known reservoirs under existing economic and operating conditions and government regulations. Proved developed
reserves are reserves expected to be recovered through existing wells, with existing equipment and operating methods.
(b) The downward revisions in 2021 are partly due to changes in our five-year development plan that were driven by acreage
consolidation initiatives. These initiatives resulted in 267 Bcfe being removed. Additional downward revisions of 356
Bcfe are due to additional changes in our five-year development plans from continued focus on optimizing and
maximizing value of our assets. The remaining 20 Bcfe was removed due to risk in well development. 60 Bcfe was
removed due to the five-year rule. Offsetting these negative revisions are positive performance revisions of 46 Bcfe
associated with Proved Developed Producing assets and 331 Bcfe related to increase performance in Proved Undeveloped
assets.
(c) The downward revisions in 2022 are partly due to changes in our five-year development plan that were driven by our
continued focus on optimizing the development timing of our assets. These initiatives resulted in 298 Bcfe being
removed. Additional downward revisions of 66 Bcfe are primarily the result of the plugging of a Shale well. Additionally,
there was a 24 Bcfe reduction as a result of net performance revisions.
(d) The downward revisions in 2023 are partly due to changes in our five-year development plan that were driven by
development optimization initiatives where wells were shifted into the future. These initiatives resulted in 169 Bcfe being
109
removed. Additional downward revisions of 710 Bcfe are due to the wells not being developed within five years of their
original booking. The remaining negative revisions of 43 Bcfe are due to plugging and abandoning of wells due to mining
and performance. These are partially offset by positive performance revisions of 467 Bcfe for proved undeveloped assets.
The 467 Bcfe contains 146 Bcfe of reserves associated with wells that fell out due to price and were uneconomic, but are
in 2023 due to improved performance.
(e) Extensions and Discoveries in 2021, 2022, and 2023 are due to the addition of wells on the Company’s Shale acreage
more than one offset location away with continued use of reliable technology. The Company uses reliable technologies
when assigning reserves to undeveloped locations, including wire line open-hole log data, performance data, geological
log cross sections, core data and statistical analysis. The statistical methods use production performance of analog wells
and include data from operated and competitor wells. We also use geophysical data that includes data from our wells,
published documents, state data-sites and data exchanges to confirm continuity of the formation. Total proved extensions
and discoveries are a combination of proved developed and proved undeveloped reserves; and, extensions and discoveries
for proven developed reserves are associated with non-operated assets and exploratory wells. In 2023, 2022, and 2021,
the Company added 42 Bcfe, 23 Bcfe and 26 Bcfe, respectively, related to exploratory and non-operated wells.
Proved Undeveloped Reserves (MMcfe)
Beginning Proved Undeveloped Reserves
Undeveloped Reserves Transferred to Developed (a)
Price Revisions
Revisions Due to Plan Changes (b)
Revisions Due to Changes Related to Well Performance (c)
Revisions Due to 5 Year Rule
Extension and Discoveries (d)
Ending Proved Undeveloped Reserves(e)
For the Year
Ended
December 31,
2023
3,585,468
(819,365)
(181,837)
(168,800)
466,730
(709,561)
540,345
2,712,980
(c)
(d)
(b)
_________
(a) During 2023, various exploration and development drilling and evaluations were completed. Approximately, $319,475 of
capital was spent in the year ended December 31, 2023 related to undeveloped reserves that were transferred to developed.
The downward revisions for 2023 plan changes are due to changes in our five-year development plan that are driven by
our continued focus on optimizing the development timing of our assets. These initiatives resulted in 169 Bcfe being
removed.
The upward revisions of 467 Bcfe are from increased production performance related to producing offset locations,
leasing activities and performance revisions related to wells that fell out for price, but performance resulted in them being
in our 2023 reserves.
Extensions and discoveries are due mainly to the addition of 336 Bcfe related to 16 Marcellus wells within our Southwest
Pennsylvania and Central Pennsylvania operations and 204 Bcfe related to 9 Utica wells within our Central Pennsylvania
and Southwest Pennsylvania operations. The Company uses reliable technologies when assigning reserves to undeveloped
locations, including wire line open-hole log data, performance data, geological log cross sections, core data and statistical
analysis. The statistical methods use production performance of analog wells and include data from operated and
competitor wells. We also use geophysical data that includes data from our wells, published documents, state data-sites
and data exchanges to confirm continuity of the formation.
Included in proved undeveloped reserves at December 31, 2023 are approximately 290 Bcfe of reserves that have been
reported for more than five years. These reserves are all attributable to acreage within the current operating plan identified
by the life-of-mine timing maps for the Buchanan mine. These reserves specifically relate to GOB (a rubble zone formed
in the cavity created by the extraction of coal) production due to a complex fracture being generated in the overburden
strata above the mined seam. Mining operations take a significant amount of time, and our GOB forecasts are consistent
with the future plans of the Buchanan Mine that was sold in March 2016 to Coronado IV LLC with the rights to this gas
being retained by the Company. Evidence also exists that supports the continual operation of the mine beyond the current
plan, unless there was an extreme circumstance resulting from an external factor. These reasons constitute the specific
circumstances that exist to continue recognizing these reserves for CNX.
(e)
110
The following table indicates the changes to the Company’s suspended exploratory well costs:
Balance, Beginning of Period
Additions to Capitalized Exploratory Well Costs Pending the Determination of
Proved Reserves
Reclassifications to Wells, Facilities and Equipment Based on the
Determination of Proved Reserves
Capitalized Exploratory Well Costs Charged to Expense
Balance, End of Period
For the Years Ended December 31,
2023
2022
2021
$
— $
— $
9,062
—
—
—
—
—
— $
—
—
— $
—
(9,062)
—
$
During the year-ended December 31, 2021, the Company determined it would be more economical to access the
underlying reserves from a different location and the costs associated with this well were recorded to Exploration and
Production Related Other Costs in the Consolidated Statements of Income.
CNX proved natural gas reserves are located in the United States.
Standardized Measure of Discounted Future Net Cash Flows:
The following information has been prepared in accordance with the provisions of the FASB Accounting Standards
Update No. 2010-03, “Extractive Activities-Oil and Gas (Topic 932).” This topic requires the standardized measure of
discounted future net cash flows to be based on the average, first-day-of-the-month price for the year. Because prices used in
the calculation are average prices for that year, the standardized measure could vary significantly from year to year based on the
market conditions that occurred.
The projections should not be viewed as realistic estimates of future cash flows, nor should the “standardized measure” be
interpreted as representing current value to CNX. Material revisions to estimates of proved reserves may occur in the future;
development and production of the reserves may not occur in the periods assumed; actual prices realized are expected to vary
significantly from those used; and actual costs may vary. CNX investment and operating decisions are not based on the
information presented, but on a wide range of reserve estimates that include probable as well as proved reserves and on
different price and cost assumptions.
The standardized measure is intended to provide a better means for comparing the value of CNX proved reserves at a
given time with those of other gas producing companies than is provided by a comparison of raw proved reserve quantities.
Future Cash Flows (a)
Revenues
Production Costs
Development Costs (b)
Income Tax Expense
Future Net Cash Flows
Discounted to Present Value at a 10% Annual Rate
Total Standardized Measure of Discounted Net Cash Flows
December 31,
2023
2022
2021
$ 20,281,496 $ 54,713,692 $ 31,838,532
(8,246,671)
(8,515,152) (10,225,451)
(1,735,784)
(1,903,477)
(2,233,706)
(5,838,632)
(2,507,151) (10,695,511)
7,355,716
16,017,445
(4,245,681) (20,796,325) (10,135,869)
$ 3,110,035 $ 10,762,699 $ 5,881,576
31,559,024
_________
(a)
For 2023, the future cash flows were computed using unweighted arithmetic averages of the closing prices on the first day
of each month during 2023, adjusted for energy content and a regional price differential. For 2023, this adjusted natural
gas price was $2.23 per Mcf, the adjusted oil/condensate price was $65.41 per barrel and the adjusted NGL price
was $18.54 per barrel.
For 2022, the future cash flows were computed using unweighted arithmetic averages of the closing prices on the first day
of each month during 2022, adjusted for energy content and a regional price differential. For 2022, this adjusted natural
gas price was $5.48 per Mcf, the adjusted oil/condensate price was $85.71 per barrel and the adjusted NGL price
was $41.05 per barrel.
111
For 2021, the future cash flows were computed using unweighted arithmetic averages of the closing prices on the first day
of each month during 2021, adjusted for energy content and a regional price differential. For 2021, this adjusted natural
gas price was $3.19 per Mcf, the adjusted oil/condensate price was $55.72 per barrel and the adjusted NGL price
was $28.44 per barrel.
(b) Development costs for 2023 include $534,853 of plugging and abandonment costs and $210,322 of midstream and water
capital on an undiscounted pre-tax basis. On a PV-10 pre-tax discounted basis, these amounts equate to $48,538 and
$172,885, respectively.
Development costs for 2022 include $441,980 of plugging and abandonment costs and $292,937 of midstream and water
capital on an undiscounted pre-tax basis. On a PV-10 pre-tax discounted basis, these amounts equate to $7,861 and
$241,782, respectively.
Development costs for 2021 include $405,700 of plugging and abandonment costs and $234,761 of midstream and water
capital on an undiscounted pre-tax basis. On a PV-10 pre-tax discounted basis, these amounts equate to $7,166 and
$197,980, respectively.
The following are the principal sources of change in the standardized measure of discounted future net cash flows for
consolidated operations during:
December 31,
2023
2021
2022
$ 10,762,699 $ 5,881,576 $ 2,635,736
5,272,386
(10,722,238)
(1,220,971)
(992,030)
(334,660)
(155,807)
699,710
32,876
393,641
637,711
6,774,652
(1,358,052)
(472,831)
1,853,496
526,092
(149,770)
(211,592)
2,647,842
1,403,417
(143,073)
(33,175)
31,406
(1,231,883)
329,782
(660,396)
$ 3,110,035 $ 10,762,699 $ 5,881,576
(167,298)
(257,458)
(1,539,146)
766,899
(1,245,231)
Balance at Beginning of Period
Net Changes in Sales Prices and Production Costs
Sales Net of Production Costs
Net Change Due to Revisions in Quantity Estimates
Net Change Due to Extensions, Discoveries and Improved Recovery
Development Costs Incurred During the Period
Difference in Previously Estimated Development Costs Compared to Actual
Costs Incurred During the Period
Changes in Estimated Future Development Costs
Net Change in Future Income Taxes
Accretion
Timing and Other
Total Discounted Cash Flow at End of Period
Note: Table excludes unrealized gain/loss on commodity derivative instruments.
112
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
ITEM 9A.
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 Securities Act of 1934, as amended (the
“Exchange Act”), as of the end of the period covered by this Form 10-K. 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
December 31, 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 SEC 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.
Management's Annual Report on Internal Control Over Financial Reporting. CNX's management is responsible for
establishing and maintaining adequate internal control over financial reporting. CNX's internal control over financial reporting
is a process designed 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.
CNX's internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (2) provide reasonable
assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of
management and the directors of CNX; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of CNX's assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of CNX's internal control over financial reporting as of December 31, 2023. In
making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (COSO) in Internal Control-Integrated Framework. Based on management's assessment and
those criteria, management has concluded that CNX maintained effective internal control over financial reporting as of
December 31, 2023.
The effectiveness of CNX's internal control over financial reporting as of December 31, 2023 has been audited by Ernst &
Young LLP, an independent registered public accounting firm, as stated in their report set forth in the Report of Independent
Registered Public Accounting Firm in Part II. Item 9A of this Annual Report on Form 10-K.
Changes in Internal Controls over Financial Reporting. There were no changes in the Company's internal controls over
financial reporting that occurred during the fourth quarter of the fiscal year covered by this Annual Report on Form 10-K that
have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
113
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of CNX Resources Corporation
Opinion on Internal Control Over Financial Reporting
We have audited CNX Resources Corporation and Subsidiaries’ internal control over financial reporting as of December 31,
2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, CNX Resources
Corporation and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, and the related consolidated
statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2023 and the related notes and financial statement schedule listed in the Index at Item 15 (a) (2) of the
Company and our report dated February 8, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual
Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
February 8, 2024
114
ITEM 9B.
OTHER INFORMATION
Information Required to be Disclosed on Form 8-K for the Fiscal Quarter Ended December 31, 2023, But Not Reported.
None.
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
December 31, 2023.
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item is incorporated herein by reference from the information under the captions
“PROPOSAL NO. 1-ELECTION OF DIRECTORS-Biographies of Nominees,” “BOARD OF DIRECTORS AND
COMPENSATION INFORMATION and “DELINQUENT SECTION 16 REPORTS” in the Company's Proxy Statement for
the annual meeting of shareholders to be held on May 2, 2024 (the “Proxy Statement”).
Information About Our Executive Officers
The following is a list, as of February 1, 2024, of CNX executive officers, their ages and their positions and offices held
with CNX.
Name
Age
Position
Nicholas J. DeIuliis
Alan K. Shepard
Navneet Behl
Timothy S. Bedard
Ravi Srivastava
Hayley Scott
55
43
51
55
42
51
President and Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Executive Vice President, General Counsel and Corporate Secretary
President, New Technologies
Chief Risk Officer
Nicholas J. DeIuliis has served as a Director and the Chief Executive Officer and President of CNX Resources
Corporation since May 2014. Mr. DeIuliis has more than 30 years of experience with the Corporation. He is a member of the
Board of Directors of the University of Pittsburgh Cancer Institute. Mr. DeIuliis is a registered engineer in the Commonwealth
of Pennsylvania and a member of the Pennsylvania bar.
Alan K. Shepard has served as the Chief Financial Officer of CNX Resources Corporation since June 1, 2022. In this role,
he is responsible for oversight of the Company’s finance organization and the steady execution of the Company’s free cash
flow per share growth plan. Before being appointed to this role, Mr. Shepard served as the Company’s Vice President –
Accounting and Chief Accounting Officer since February 2020. Before joining CNX, Mr. Shepard served as the Chief Financial
Officer of EdgeMarc Energy, a private equity funded oil and gas exploration and production company. Prior to that role, Mr.
Shepard held various finance and accounting roles of increasing responsibility throughout his 20 year career in the energy
sector. He is a licensed Certified Public Accountant in the state of Pennsylvania and holds a bachelor’s degree in Accounting
and Business Administration from Thiel College and an MBA from Carnegie Mellon University’s Tepper School of Business.
Navneet Behl has served as the Chief Operating Officer of CNX Resources Corporation since November 17, 2022. In this
role, he is responsible for daily management of the Company's asset base and safe, compliant, and effective execution of its
operational plan. Prior to his appointment to his current position, Mr. Behl held the role of Vice President of Engineering at
115
CNX. Before joining the company, since 2019 he served as the CEO and co-founder of OilRox Resources. From 2014 to 2019,
Mr. Behl was Vice President of Operations for Apache Corp and earlier in his career held various engineering and business
management roles at EOG Resources and Schlumberger. Throughout his career, he has a proven track record of building
effective teams and successfully developing new Shale plays. Mr. Behl holds a Bachelor of Technology in Petroleum
Engineering from the Indian School of Mines, a Master of Science in Engineering from the University of Texas at Austin, and
his Executive MBA from the MIT Sloan School of Management.
Timothy S. Bedard has served as the Executive Vice President, General Counsel, and Corporate Secretary of CNX
Resources Corporation since December 22, 2023. Before joining CNX, Mr. Bedard served as the head of legal for Visa's Value
Added Services where he led a team of lawyers and legal professionals responsible for all legal and regulatory issues related to
Visa's Value Added Services business unit. Prior to his Value Added Services role, he served as Visa's chief intellectual
property (IP) counsel where he led a worldwide team of lawyers and IP professionals responsible for IP licensing, patent
litigation, technology transactions, M&A-related IP issues, and patent preparation and prosecution. Mr. Bedard began his legal
career as an IP litigator at Kirkpatrick & Lockhart, now K&L Gates LLP. He went on to spend a decade leading IP strategy
across Johnson & Johnson's medical device operating companies. Mr. Bedard holds a Bachelor of Science degree in Industrial
Engineering from the University of Pittsburgh, a Juris Doctor from the Duquesne University School of Law, and an MBA from
Yale University. Prior to law school, he served as an officer in the U.S. Navy.
Ravi Srivastava has served as the President, New Technologies of CNX Resources Corporation since December 8, 2021.
In this role, he is responsible for developing and commercializing emerging technology opportunities. Prior to this role, Mr.
Srivastava served as the Vice President of Data Operations overseeing CNX’s data and digital transformation journey. He has
an extensive tenure with CNX having served in a broad range of leadership roles including Engineering, Research &
Development, Drilling and Production Operations, Production Engineering, Information Technology, and Data Science and
Analytics. Mr. Srivastava graduated Summa Cum Laude with a bachelor’s degree in electrical engineering from Bluefield State
College and holds master’s degrees in engineering management and business administration from Penn State University and
MIT respectively.
Hayley F. Scott has served as the Chief Risk Officer of CNX Resources Corporation since January 26, 2022. In this role,
she is responsible for the management and governance necessary to identify, evaluate, mitigate and manage CNX’s strategic,
operational, compliance, and reputational risks. Before being appointed to her current position, Ms. Scott served as Vice
President, Internal Audit & Advisory Services. She also previously served as Vice President, Financial Planning and Analysis.
Before joining CNX, Ms. Scott was the General Manager of Strategy and Business Development at United States Steel
Corporation. During her sixteen years at U. S. Steel, she held several titles, including Chief Financial Officer of Business
Intelligence & Support Services, Director of Joint Ventures and Strategic Planning, Real Estate Division Controller, and
Director External Reporting. Prior to joining the private sector, Ms. Scott was a manager for the Assurance and Business
Advisory Services practice of PricewaterhouseCoopers. She holds a Bachelor of Science degree in accounting from Penn State
University and is a Certified Public Accountant.
CNX has a written Code of Employee Business Conduct and Ethics that applies to CNX's Chief Executive Officer
(Principal Executive Officer), Chief Financial Officer (Principal Financial Officer), Chief Accounting Officer (Principal
Accounting Officer) and others. The Code of Employee Business Conduct and Ethics is available on CNX's website at
www.cnx.com. Any amendments to, or waivers from, a provision of our Code of Employee Business Conduct and Ethics that
applies to our Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer and that relates to any
element enumerated in paragraph (b) of Item 406 of Regulation S-K shall be disclosed by posting such information on our
website at www.cnx.com.
By certification dated May 12, 2023, CNX's Chief Executive Officer certified to the New York Stock Exchange (NYSE)
that he was not aware of any violation by the Company of the NYSE corporate governance listing standards. In addition, the
required Sarbanes-Oxley Act, Section 302 certifications regarding the quality of our public disclosures were filed by CNX
Resources as exhibits to this Form 10-K.
ITEM 11.
EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference from the information under the captions “BOARD OF
COMPENSATION
DIRECTORS
INFORMATION” (excluding the Compensation Committee Report) in the Proxy Statement.
COMPENSATION
INFORMATION”
“EXECUTIVE
AND
and
116
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference from the information under the captions
“BENEFICIAL OWNERSHIP OF SECURITIES” and “SECURITIES AUTHORIZED FOR ISSUANCE UNDER CNX
EQUITY COMPENSATION PLAN” in the Proxy Statement.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
The information requested by this Item is incorporated by reference from the information under the captions
“PROPOSAL NO. 1-ELECTION OF DIRECTORS - Related Party Policy and Procedures” and “PROPOSAL NO. 1 -
ELECTION OF DIRECTORS - Determination of Director Independence” in the Proxy Statement.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated by reference from the information under the caption
“ACCOUNTANTS AND AUDIT COMMITTEE-INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” in the
Proxy Statement.
117
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
PART IV
In reviewing any agreements incorporated by reference in this Form 10-K or filed with this Form 10-K, please remember
that such agreements are included to provide information regarding their terms. They are not intended to be a source of
financial, business or operational information about CNX or any of its subsidiaries or affiliates. The representations, warranties
and covenants contained in these agreements are made solely for purposes of the agreements and are made as of specific dates;
are solely for the benefit of the parties; may be subject to qualifications and limitations agreed upon by the parties in connection
with negotiating the terms of the agreements, including being made for the purpose of allocating contractual risk between the
parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the
representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition
of CNX or any of its subsidiaries or affiliates or, in connection with acquisition agreements, of the assets to be acquired.
Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date
of the agreements. Accordingly, these representations and warranties alone may not describe the actual state of affairs as of the
date they were made or at any other time.
(a)(1)
(a)(2)
(a)(3)
2.1
2.2
2.3
2.4
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6
Financial Statements Contained in Item 8 hereof.
Financial Statement Schedule-Schedule II Valuation and Qualifying Accounts contained below, following the
signature page.
Exhibits and Exhibit Index.
Separation and Distribution Agreement, dated as of November 28, 2017, by and between the Company and
CONSOL Mining Corporation, incorporated by reference to Exhibit 2.1 to Form 8-K (file no. 001-14901) filed
on December 4, 2017.
Tax Matters Agreement, dated as of November 28, 2017, by and between the Company and CONSOL Mining
Corporation, incorporated by reference to Exhibit 2.2 to Form 8-K (file no. 001-14901) filed on December 4,
2017.
Employee Matters Agreement, dated as of November 28, 2017, by and between the Company and CONSOL
Mining Corporation, incorporated by reference to Exhibit 2.3 to Form 8-K (file no. 001-14901) filed on
December 4, 2017.
Intellectual Property Matters Agreement, dated as of November 28, 2017, by and between the Company and
CONSOL Mining Corporation, incorporated by reference to Exhibit 2.4 to Form 8-K (file no. 001-14901) filed
on December 4, 2017.
Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to Form 8-K
(file no. 001-14901) filed on May 8, 2006.
Certificate of Amendment to the Restated Certificate of Incorporation of the Company, incorporated by
reference to Exhibit 3.1 to Form 8-K (file no. 001-14901) filed on December 4, 2017.
Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.1 to Form 10-Q (file no.
001-14901) filed on July 27, 2023.
Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of
1934, incorporated by reference to Exhibit 4.1 to Form 10-K (file no. 001-14901) filed on February 10, 2020.
Indenture, dated as of March 14, 2019, by and among the Company, the subsidiary guarantors party thereto and
UMB Bank, N.A., a national banking association, as trustee, with respect to the 7.250% Senior Notes due 2027,
incorporated by reference to Exhibit 4.1 to Form 8-K (file no. 001-14901) filed on March 14, 2019.
Indenture, dated as of May 1, 2020, by and among the Company, the subsidiary guarantors party thereto and
UMB Bank, N.A., as trustee., incorporated by reference to Exhibit 4.1 to Form 8-K (file no. 001-14901) filed on
May 4, 2020.
Indenture, dated as of November 30, 2020, by and among the Company, the subsidiary guarantors party thereto
and UMB Bank, N.A., as Trustee., incorporated by reference to Exhibit 4.1 to Form 8-K (file no. 001-14901)
filed on November 30, 2020.
Indenture, dated as of September 22, 2021, among CNX Midstream Partners LP, the guarantors party thereto
and UMB Bank, N.A., as Trustee, incorporated by reference to Exhibit 4.1 to Form 8-K (file no. 001-14901)
filed on September 22, 2021.
Indenture, dated as of September 26, 2022, by and among the Company, the subsidiary guarantors party thereto
and UMB Bank, N.A., as Trustee, incorporated by reference to Exhibit 4.1 to Form 8-K (file no. 001-14901)
filed on September 26, 2022.
118
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15*
10.16*
10.17*
10.18*
10.19*
Third Amended and Restated Credit Agreement, dated as of October 6, 2021, among CNX, certain of its
subsidiaries, PNC Bank, National Association, as administrative agent and collateral agent and the lender
parties thereto, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on October 7,
2021.
Amendment No. 1, dated May 5, 2022, to the Third Amended and Restated Credit Agreement, dated as of
October 6, 2021, among CNX, certain of its subsidiaries, PNC Bank, National Association, as administrative
agent and collateral agent and the lender parties thereto, incorporated by reference to Exhibit 10.1 to Form 10-Q
(file no. 001-14901) filed on July 28, 2022.
Amendment No. 2, dated May 10, 2023, to the Third Amended and Restated Credit Agreement, dated as of
October 6, 2021, among CNX, certain of its subsidiaries, PNC Bank, National Association, as administrative
agent and collateral agent and the lender parties thereto, incorporated by reference to Exhibit 10.2 to Form 10-Q
(file no. 001-14901) filed on July 27, 2023.
CNX Resources Corporation to CONSOL Energy Inc. Trademark License Agreement dated as of November 28,
2017, by and between the Company and CONSOL Energy Inc., incorporated by reference to Exhibit 10.2 to
Form 8-K (file no. 001-14901) filed on December 4, 2017.
CONSOL Energy Inc. to CNX Resources Corporation Trademark License Agreement, dated as of November
28, 2017, by and between the Company and CONSOL Energy Inc., incorporated by reference to Exhibit 10.3 to
Form 8-K (file no. 001-14901) filed on December 4, 2017.
Form of Confirmation of Base Capped Call Transaction, incorporated by reference to Exhibit 10.1 to Form 8-K
(file no. 001-14901) filed on May 4, 2020.
Form of Confirmation of Additional Capped Call Transaction, incorporated by reference to Exhibit 10.2 to
Form 8-K (file no. 001-14901) filed on May 4, 2020.
Purchase Agreement, dated as of April 28, 2020, by and among the Company, the subsidiary guarantors party
thereto and J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC as representatives of the
several initial purchasers named therein., incorporated by reference to Exhibit 1.1 to Form 8-K (file no.
001-14901) filed on May 4, 2020.
Purchase Agreement, dated as of September 8, 2020 by and among the Company, the subsidiary guarantors
party thereto and BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the initial
purchasers named therein., incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on
September 9, 2020.
Purchase Agreement, dated as of November 24, 2020 by and among the Company, the subsidiary guarantors
party thereto and BofA Securities, Inc., incorporated by reference to Exhibit 10.1 to Form 8-K (file no.
001-14901) filed on November 25, 2020.
Purchase Agreement, dated as of September 15, 2021 among CNX Midstream Partners LP, the subsidiary
guarantors party thereto and Wells Fargo Securities, LLC, incorporated by reference to Exhibit 10.1 to Form 8-
K (file no. 001-14901) filed on September 16, 2021.
Amended and Restated Credit Agreement dated as of October 6, 2021, among CNX Midstream Partners LP,
certain of its subsidiaries, PNC Bank, National Association, as administrative agent and collateral agent and the
lender parties thereto, incorporated by reference to Exhibit 10.2 to Form 8-K (file no. 001-14901) filed on
October 7, 2021.
Amendment No. 1, dated May 5, 2022, to the Amended and Restated Credit Agreement dated as of October 6,
2021, among CNX Midstream Partners LP, certain of its subsidiaries, PNC Bank, National Association, as
administrative agent and collateral agent and the lender parties thereto, incorporated by reference to Exhibit
10.2 to Form 10-Q (file no. 001-14901) filed on July 28, 2022.
Purchase Agreement, dated as of September 12, 2022, by and among the Company, the subsidiary guarantors
party thereto and Citigroup Global Markets Inc., as representative of the initial purchasers named therein,
incorporated by reference to Exhibit 1.1 to Form 8-K (file no. 001-14901) filed on September 13, 2022.
Letter Agreement, dated August 24, 2007, by and between the Company and Nicholas J. DeIuliis, incorporated
by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on August 24, 2007.
Change in Control Agreement, dated as of December 30, 2008, by and between the Company and Nicholas J.
DeIuliis, incorporated by reference to Exhibit 10.7 to Form 10-K (file no. 001-14901) for the year ended
December 31, 2008, filed on February 17, 2009.
Change in Control Severance Agreement, dated October 28, 2019, by and between the Company and Olayemi
Akinkugbe, incorporated by reference to Exhibit 10.2 to Form 10-Q (file no. 001-14901) for the quarter ended
September 30, 2019, filed on October 29, 2019.
Change in Control Severance Agreement, dated as of February 4, 2021, by and between the Company and Alan
Shepard, incorporated by reference to Exhibit 10.3 to Form 10-Q (file no. 001-14901) for the quarter ended
June 30, 2022, filed on July 28, 2022.
Change in Control Severance Agreement, dated as of January 30, 2023, by and between the Company and
Navneet Behl, incorporated by reference to Exhibit 10.22 to Form 10-K (file no. 001-14901) for the year ended
December 31, 2022, filed on February 9, 2023.
119
10.20*
10.21*
10.22*
10.23*
10.24*
10.25*
10.26*
10.27*
10.28*
10.29*
10.30*
10.31*
10.32*
10.33*
10.34*
10.35*
10.36*
10.37*
10.38*
10.39*
Form of Indemnification Agreement for Directors and Executive Officers of the Company dated February 7,
2022, incorporated by reference to Exhibit 10.20 to Form 10-K (file no. 001-14901) for the year ended
December 31, 2021, filed on February 10, 2022.
Amended and Restated CNX Resources Corporation Executive Annual Incentive Plan, incorporated by
reference to Exhibit 10.49 to Form 10-K (file no. 001-14901) for the year ended December 31, 2017, filed on
February 7, 2018.
CNX Resources Corporation Amended and Restated Equity and Incentive Compensation Plan, effective May 6,
2020, incorporated by reference to Exhibit 99.1 to Form 8-K (file no. 001-14901) filed on May 7, 2020.
Amendment to CNX Resources Corporation Amended and Restated Equity and Incentive Compensation Plan,
effective September 28, 2020, incorporated by reference to Exhibit 4.5 to the Registration Statement on Form
S-8 filed on September 28, 2020.
Form of Non-Qualified Stock Option Award Agreement for Employees (February 17, 2009 and through 2012),
incorporated by reference to Exhibit 10.28 to Form S-4 (file no. 333-157894) filed on June 26, 2009.
Form of Employee Nonqualified Stock Option Agreement (May 26, 2016), incorporated by reference to Exhibit
10.4 to Form 10-Q (file no. 001-14901) for the quarter ended June 30, 2016, filed on July 29, 2016.
Form of CNX Resources Corporation Non-Employee Director Non-Qualified Stock Option agreement
(Amended and Restated on January 30, 2023), incorporated by reference to Exhibit 10.30 to Form 10-K (file no.
001-14901) for the year ended December 31, 2022, filed on February 9, 2023.
Form of Non-Qualified Stock Option Agreement for Employees (for 2020 awards), incorporated by reference to
Exhibit 10.31 to Form 10-K (file no. 001-14901) for the year ended December 31, 2019, filed on February 10,
2020.
Form of Restricted Stock Unit Award Under CNX Resources Corporation Amended and Restated Equity and
Incentive Compensation Plan for Non-Employee Directors (Amended and Restated on January 30, 2023),
incorporated by reference to Exhibit 10.32 to Form 10-K (file no. 001-14901) for the year ended December 31,
2022, filed on February 9, 2023.
Directors' Deferred Fee Plan (Amended and Restated on December 7, 2022), incorporated by reference to
Exhibit 10.33 to Form 10-K (file no. 001-14901) for the year ended December 31, 2022, filed on February 9,
2023.
Investment Election Form Relating to Directors' Deferred Fee Plan (Amended and Restated on January 30,
2023), incorporated by reference to Exhibit 10.34 to Form 10-K (file no. 001-14901) for the year ended
December 31, 2022, filed on February 9, 2023.
Form of Director Deferred Stock Unit Grant Agreement, incorporated by reference to Exhibit 10.35 to Form 10-
K (file no. 001-14901) for the year ended December 31, 2022, filed on February 9, 2023.
Amended and Restated Retirement Restoration Plan of CNX Resources Corporation, as amended and restated
effective December 2, 2008, as amended and restated effective November 28, 2017, incorporated by reference
to Exhibit 10.71 to Form 10-K (file no. 001-14901) for the year ended December 31, 2017, filed on February 7,
2018.
Amended and Restated Supplemental Retirement Plan of CNX Resources Corporation effective January 1,
2007, as amended and restated effective November 28, 2017, incorporated by reference to Exhibit 10.72 to
Form 10-K (file no. 001-14901) for the year ended December 31, 2017, filed on February 7, 2018.
Amendment, effective May 30, 2019, to the Amended and Restated Supplemental Retirement Plan of CNX
Resources Corporation, as amended and restated effective November 28, 2017, incorporated by reference to
Exhibit 10.2 to Form 10-Q (file no. 001-14901) for the quarter ended June 30, 2019, filed on July 30, 2019.
Amendment, effective September 24, 2019, to the Amended and Restated Supplemental Retirement Plan of
CNX Resources Corporation as amended and restated effective November 28, 2017, incorporated by reference
to Exhibit 10.61 to Form 10-K (file no. 001-14901) for the year ended December 31, 2019, filed on February
10, 2020.
CNX Resources Corporation Defined Contribution Restoration Plan, effective January 1, 2012, as amended and
restated effective November 28, 2017, incorporated by reference to Exhibit 10.73 to Form 10-K (file no.
001-14901) for the year ended December 31, 2017, filed on February 7, 2018.
Amendment, dated as of July 1, 2018, to the CNX Resources Corporation Defined Contribution Restoration
Plan, effective January 1, 2012, as amended and restated effective November 28, 2017, incorporated by
reference to Exhibit 10.1 to Form 10-Q (file no. 001-14901) for the quarter ended June 30, 2018, filed on
August 2, 2018.
Change in Control Severance Agreement, dated as of February 4, 2021, by and between the Company and
Alexander Reyes, incorporated by reference to Exhibit 10.1 to Form 10-Q (file no. 001-14901) for the quarter
ended March 31, 2021, filed on April 29, 2021.
Form of Restricted Stock Unit Award Agreement for CEO (for 2021 awards), incorporated by reference to
Exhibit 10.67 to Form 10-K (file no. 001-14901) for the year ended December 31, 2020, filed on February 9,
2021.
120
10.40*
10.41*
10.42*
10.43*
10.44*
10.45*
10.46*
10.47*
10.48*
10.49*
10.50*
10.51*
10.52*
10.53*
10.54*
21
23.1
23.2
31.1
31.2
32.1
32.2
97.1
99.1
101.INS
Form of Performance Share Unit Award Agreement for CEO (for 2021 awards), incorporated by reference to
Exhibit 10.68 to Form 10-K (file no. 001-14901) for the year ended December 31, 2020, filed on February 9,
2021.
Form of Performance-Based Restricted Stock Unit Award Agreement for CEO (for 2021 awards), incorporated
by reference to Exhibit 10.69 to Form 10-K (file no. 001-14901) for the year ended December 31, 2020, filed on
February 9, 2021.
Form of Restricted Stock Unit Award Agreement for Non-CEO (for 2021 awards), incorporated by reference to
Exhibit 10.70 to Form 10-K (file no. 001-14901) for the year ended December 31, 2020, filed on February 9,
2021.
Form of Performance Share Unit Award Agreement for Non-CEO (for 2021 awards), incorporated by reference
to Exhibit 10.71 to Form 10-K (file no. 001-14901) for the year ended December 31, 2020, filed on February 9,
2021.
Form of Performance-Based Restricted Stock Unit Award Agreement for Non-CEO (for 2021 awards),
incorporated by reference to Exhibit 10.72 to Form 10-K (file no. 001-14901) for the year ended December 31,
2020, filed on February 9, 2021.
Form of Restricted Stock Unit Award Agreement for CEO (for awards made on or after 2022), incorporated by
reference to Exhibit 10.64 to Form 10-K (file no. 001-14901) for the year ended December 31, 2021, filed on
February 10, 2022.
Form of Performance Share Unit Award Agreement for CEO (for awards made on or after 2022), incorporated
by reference to Exhibit 10.65 to Form 10-K (file no. 001-14901) for the year ended December 31, 2021, filed on
February 10, 2022.
Form of Performance-Based Restricted Stock Unit Award Agreement for CEO (for awards made on or after
2022), incorporated by reference to Exhibit 10.66 to Form 10-K (file no. 001-14901) for the year ended
December 31, 2021, filed on February 10, 2022.
Form of Restricted Stock Unit Award Agreement for non-CEO (for awards made on or after 2022),
incorporated by reference to Exhibit 10.67 to Form 10-K (file no. 001-14901) for the year ended December 31,
2021, filed on February 10, 2022.
Form of Performance Share Unit Award Agreement for non-CEO (for awards made on or after 2022),
incorporated by reference to Exhibit 10.68 to Form 10-K (file no. 001-14901) for the year ended December 31,
2021, filed on February 10, 2022.
Form of Performance-Based Restricted Stock Unit Award Agreement for non-CEO (for awards made on or
after 2022), incorporated by reference to Exhibit 10.69 to Form 10-K (file no. 001-14901) for the year ended
December 31, 2021, filed on February 10, 2022.
Form of Performance Share Unit Award Agreement, incorporated by reference to Exhibit 10.1 to Form 8-K (file
no. 001-14901) filed on August 1, 2023.
Change in Control Severance Agreement, dated as of May 5, 2022, by and between the Company and Ravi
Srivastava, incorporated by reference to Exhibit 10.1 to Form 10-Q (file no. 001-14901) for the quarter ended
March 31, 2023, filed on April 27, 2023.
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.
Letter Agreement, dated November 29 2023, by and between CNX Resources Corporation and Alexander J.
Reyes, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on December 1, 2023.
Subsidiaries of CNX Resources Corporation, filed herewith.
Consent of Ernst & Young LLP, filed herewith.
Consent of Netherland, Sewell & Associates, Inc, filed herewith.
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.
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.
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.
Policy Relating to Recovery of Erroneously Awarded Compensation, filed herewith.
Engineers' Audit Letter, filed herewith.
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.
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101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
101.LAB
Inline XBRL Taxonomy Extension Definition Linkbase Document.
Inline XBRL Taxonomy Extension Definition Linkbase Document.
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Inline XBRL Taxonomy Extension Presentation Linkbase Document.
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Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information
contained in Exhibits 101).
* Denotes the management contracts and compensatory arrangements in which any director or any named executive officer
participates.
Supplemental Information
No annual report or proxy material has been sent to shareholders of CNX at the time of filing of this Form 10-K. An
annual report will be sent to shareholders and to the commission subsequent to the filing of this Form 10-K.
In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
ITEM 16. FORM 10-K SUMMARY
None.
122
Pursuant to the requirements of Section 13 or 15(d) 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, as of the 8th day of February, 2024.
SIGNATURES
CNX RESOURCES CORPORATION
By:
/s/ NICHOLAS J. DEIULIIS
Nicholas J. DeIuliis
Director, Chief Executive Officer and President
(Duly Authorized Officer and Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed as of the 8th day of
February, 2024, by the following persons on behalf of the registrant in the capacities indicated:
Signature
Title
/s/ NICHOLAS J. DEIULIIS
Nicholas J. DeIuliis
Director, Chief Executive Officer and President
(Duly Authorized Officer and Principal Executive Officer)
/s/ ALAN K. SHEPARD
Chief Financial Officer
Alan K. Shepard
(Duly Authorized Officer and Principal Financial and Accounting Officer)
/s/ JASON L. MUMFORD
Vice President and Controller
Jason L. Mumford
/s/ WILLIAM N. THORNDIKE JR.
William N. Thorndike Jr.
/s/ J. PALMER CLARKSON
J. Palmer Clarkson
/s/ MAUREEN E. LALLY-GREEN
Maureen E. Lally-Green
/s/ BERNARD LANIGAN JR.
Bernard Lanigan Jr.
/s/ IAN MCGUIRE
Ian McGuire
/s/ ROBERT O. AGBEDE
Robert O. Agbede
Director and Chairman of the Board
Director
Director
Director
Director
Director
123
CNX RESOURCES CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
(Dollars in thousands)
SCHEDULE II
Year Ended December 31, 2023
State Operating Loss Carry-Forwards
Foreign Tax Credits
Total
Year Ended December 31, 2022
State Operating Loss Carry-Forwards
Charitable Contributions
Foreign Tax Credits
Total
Year Ended December 31, 2021
State Operating Loss Carry-Forwards
Charitable Contributions
Foreign Tax Credits
Total
Additions
Deductions
Balance at
Release of
Balance at
Beginning
Charged to
Valuation
Charged to
End
of Period
Expense
Allowance
Expense
of Period
$ 76,871 $
7,738
$ 84,609 $
— $
—
— $
— $
(7,738)
(7,738) $
(37,607) $ 39,264
—
(37,607) $ 39,264
—
$ 112,298 $
96
39,404
$ 151,798 $
10,815 $
—
—
10,815 $
— $
(96)
(31,666)
(31,762) $
(46,242) $ 76,871
—
7,738
(46,242) $ 84,609
—
—
$ 79,198 $
706
43,194
$ 123,098 $
41,300 $
—
—
41,300 $
(8,200) $
(610)
(3,790)
(12,600) $
— $ 112,298
—
96
39,404
—
— $ 151,798
124