CNX-9.30.13-10Q


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 __________________________________________________
FORM 10-Q
  __________________________________________________ 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 2013
OR
o
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
  __________________________________________________
CONSOL Energy Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
51-0337383
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
1000 CONSOL Energy Drive
Canonsburg, PA 15317-6506
(724) 485-4000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 __________________________________________________ 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  x    No   o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  x    Accelerated filer  o    Non-accelerated filer  o    Smaller Reporting Company  o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  o    No  x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
 
Shares outstanding as of October 21, 2013
Common stock, $0.01 par value
 
228,941,697
 



TABLE OF CONTENTS

 
 
Page
PART I FINANCIAL INFORMATION
 
 
 
 
ITEM 1.
Condensed Financial Statements
 
 
 
 
 
 
 
 
 
 
ITEM 2.
 
 
 
ITEM 3.
 
 
 
ITEM 4.
 
 
PART II OTHER INFORMATION
 
 
 
 
ITEM 1.
 
 
 
ITEM 4.
Mine Safety Disclosures
 
 
 
ITEM 6.



PART I
FINANCIAL INFORMATION
 
ITEM 1.
CONDENSED FINANCIAL STATEMENTS

CONSOL ENERGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in thousands, except per share data)
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Sales—Outside
$
1,160,114

 
$
1,084,041

 
$
3,512,055

 
$
3,584,805

Sales—Gas Royalty Interests
15,506

 
12,968

 
46,738

 
34,707

Sales—Purchased Gas
1,608

 
953

 
4,372

 
2,443

Freight—Outside
11,563

 
27,430

 
35,749

 
126,195

Other Income
42,627

 
34,697

 
138,824

 
293,196

Total Revenue and Other Income
1,231,418

 
1,160,089

 
3,737,738

 
4,041,346

Cost of Goods Sold and Other Operating Charges (exclusive of depreciation, depletion and amortization shown below)
851,088

 
827,530

 
2,639,929

 
2,588,460

Gas Royalty Interests Costs
12,864

 
10,543

 
38,204

 
27,916

Purchased Gas Costs
941

 
737

 
2,961

 
2,123

Freight Expense
11,563

 
27,430

 
35,749

 
126,195

Selling, General and Administrative Expenses
33,472

 
36,681

 
104,265

 
109,412

Depreciation, Depletion and Amortization
169,152

 
153,877

 
489,774

 
463,048

Interest Expense
56,301

 
54,075

 
164,197

 
168,788

Taxes Other Than Income
85,463

 
80,587

 
251,575

 
256,543

Total Costs
1,220,844

 
1,191,460

 
3,726,654

 
3,742,485

Earnings (Loss) Before Income Taxes
10,574

 
(31,371
)
 
11,084

 
298,861

Income Taxes
74,623

 
(19,898
)
 
89,767

 
60,428

Net (Loss) Income
(64,049
)
 
(11,473
)
 
(78,683
)
 
238,433

Add: Net Loss Attributable to Noncontrolling Interest
398

 
105

 
942

 
134

Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders
$
(63,651
)
 
$
(11,368
)
 
$
(77,741
)
 
$
238,567

Earnings Per Share:
 
 
 
 
 
 
 
Basic
$
(0.28
)
 
$
(0.05
)
 
$
(0.34
)
 
$
1.05

Dilutive
$
(0.28
)
 
$
(0.05
)
 
$
(0.34
)
 
$
1.04

Weighted Average Number of Common Shares Outstanding:
 
 
 
 
 
 
 
Basic
228,876,336

 
227,654,395

 
228,640,671

 
227,491,284

Dilutive
228,876,336

 
227,654,395

 
228,640,671

 
229,191,870

Dividends Paid Per Share
$
0.125

 
$
0.125

 
$
0.250

 
$
0.375

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


3


CONSOL ENERGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousands)

 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Net (Loss) Income
$
(64,049
)
 
$
(11,473
)
 
$
(78,683
)
 
$
238,433

Other Comprehensive Income (Loss):
 
 
 
 
 
 
 
  Actuarially Determined Long-Term Liability Adjustments (Net of tax: ($15,422), ($4,775), ($70,161), ($45,242))
24,980

 
7,921

 
113,641

 
75,080

  Net Increase (Decrease) in the Value of Cash Flow Hedges (Net of tax: ($8,536), $4,161, ($26,036), ($51,716))
13,246

 
(6,459
)
 
40,400

 
80,280

  Reclassification of Cash Flow Hedges from OCI to Earnings (Net of tax: $14,025, $29,683, $36,551, $97,760)
(24,354
)
 
(47,809
)
 
(56,595
)
 
(153,597
)


 

 
 
 
 
Other Comprehensive Income (Loss)
13,872

 
(46,347
)
 
97,446

 
1,763



 

 
 
 
 
Comprehensive (Loss) Income
(50,177
)
 
(57,820
)
 
18,763

 
240,196



 

 
 
 
 
Add: Comprehensive Loss Attributable to Noncontrolling Interest
398

 
105

 
942

 
134


 
 
 
 
 
 
 
Comprehensive (Loss) Income Attributable to CONSOL Energy Inc. Shareholders
$
(49,779
)
 
$
(57,715
)
 
$
19,705

 
$
240,330

























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



4





CONSOL ENERGY INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
 
 
(Unaudited)
 
 
 
September 30,
2013
 
December 31,
2012
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and Cash Equivalents
$
21,086

 
$
21,878

Accounts and Notes Receivable:
 
 

Trade
436,388

 
428,328

Notes Receivables
25,813

 
318,387

Other Receivables
160,931

 
131,131

       Accounts Receivable - Securitized
44,364

 
37,846

Inventories
238,348

 
247,766

Deferred Income Taxes
81,825

 
148,104

Restricted Cash
12,263

 
48,294

Prepaid Expenses
162,418

 
157,360

Total Current Assets
1,183,436

 
1,539,094

Property, Plant and Equipment:
 
 
 
Property, Plant and Equipment
16,571,104

 
15,545,204

Less—Accumulated Depreciation, Depletion and Amortization
5,940,247

 
5,354,237

Total Property, Plant and Equipment—Net
10,630,857

 
10,190,967

Other Assets:
 
 
 
Deferred Income Taxes
457,105

 
444,585

Restricted Cash
—

 
20,379

Investment in Affiliates
261,218

 
222,830

Notes Receivable
155

 
25,977

Other
204,301

 
227,077

Total Other Assets
922,779

 
940,848

TOTAL ASSETS
$
12,737,072

 
$
12,670,909

















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


5


CONSOL ENERGY INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
 
 
(Unaudited)
 
 
 
September 30,
2013
 
December 31,
2012
LIABILITIES AND EQUITY
 
 
 
Current Liabilities:
 
 
 
Accounts Payable
$
512,182

 
$
507,982

Current Portion of Long-Term Debt
13,182

 
13,485

Short-Term Notes Payable
47,000

 
25,073

Accrued Income Taxes
87,965

 
34,219

Borrowings Under Securitization Facility
44,364

 
37,846

Other Accrued Liabilities
868,904

 
768,494

Total Current Liabilities
1,573,597

 
1,387,099

Long-Term Debt:
 
 
 
Long-Term Debt
3,123,755

 
3,124,473

Capital Lease Obligations
48,176

 
50,113

Total Long-Term Debt
3,171,931

 
3,174,586

Deferred Credits and Other Liabilities:
 
 
 
Postretirement Benefits Other Than Pensions
2,814,234

 
2,832,401

Pneumoconiosis Benefits
178,508

 
174,781

Mine Closing
460,515

 
446,727

Gas Well Closing
197,093

 
148,928

Workers’ Compensation
156,568

 
155,648

Salary Retirement
74,108

 
218,004

Reclamation
49,487

 
47,965

Other
103,855

 
131,025

Total Deferred Credits and Other Liabilities
4,034,368

 
4,155,479

TOTAL LIABILITIES
8,779,896

 
8,717,164

Stockholders’ Equity:
 
 
 
Common Stock, $.01 Par Value; 500,000,000 Shares Authorized, 228,936,248 Issued and Outstanding at September 30, 2013; 228,129,467 Issued and 228,094,712 Outstanding at December 31, 2012
2,292

 
2,284

Capital in Excess of Par Value
2,347,973

 
2,296,908

Preferred Stock, 15,000,000 shares authorized, None issued and outstanding
—

 
—

Retained Earnings
2,257,796

 
2,402,551

Accumulated Other Comprehensive Loss
(649,896
)
 
(747,342
)
Common Stock in Treasury, at Cost— No Shares at September 30, 2013 and 34,755 Shares at December 31, 2012
—

 
(609
)
Total CONSOL Energy Inc. Stockholders’ Equity
3,958,165

 
3,953,792

Noncontrolling Interest
(989
)
 
(47
)
TOTAL EQUITY
3,957,176

 
3,953,745

TOTAL LIABILITIES AND EQUITY
$
12,737,072

 
$
12,670,909






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


6


CONSOL ENERGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Dollars in thousands, except per share data)
 
 
Common
Stock
 
Capital in
Excess
of Par
Value
 
Retained
Earnings
(Deficit)
 
Accumulated
Other
Comprehensive
Income
(Loss)
 
Common
Stock in
Treasury
 
Total CONSOL Energy Inc.
Stockholders’
Equity
 
Non-
Controlling
Interest
 
Total

Equity
December 31, 2012
$
2,284

 
$
2,296,908

 
$
2,402,551

 
$
(747,342
)
 
$
(609
)
 
$
3,953,792

 
$
(47
)
 
$
3,953,745

(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Loss
—

 
—

 
(77,741
)
 
—

 
—

 
(77,741
)
 
(942
)
 
(78,683
)
Other Comprehensive Income
—

 
—

 
—

 
97,446

 
—

 
97,446

 
—

 
97,446

Comprehensive (Loss) Income
—

 
—

 
(77,741
)
 
97,446

 
—

 
19,705

 
(942
)
 
18,763

Issuance of Common Stock
8

 
2,690

 
—

 
—

 
—

 
2,698

 
—

 
2,698

Treasury Stock Activity
—

 
—

 
(9,803
)
 
—

 
609

 
(9,194
)
 
—

 
(9,194
)
Tax Cost From Stock-Based Compensation
—

 
(2,539
)
 
—

 
—

 
—

 
(2,539
)
 
—

 
(2,539
)
Amortization of Stock-Based Compensation Awards
—

 
50,914

 
—

 
—

 
—

 
50,914

 
—

 
50,914

Dividends ($0.250 per share)
—

 
—

 
(57,211
)
 
—

 
—

 
(57,211
)
 
—

 
(57,211
)
Balance at September 30, 2013
$
2,292

 
$
2,347,973

 
$
2,257,796

 
$
(649,896
)
 
$
—

 
$
3,958,165

 
$
(989
)
 
$
3,957,176






























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


7


CONSOL ENERGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
 
Nine Months Ended
 
September 30,
 
2013

2012
Operating Activities:
 
 
 
Net (Loss) Income
$
(78,683
)
 
$
238,433

Adjustments to Reconcile Net (Loss) Income to Net Cash Provided By Operating Activities:

 

Depreciation, Depletion and Amortization
489,774

 
463,048

Stock-Based Compensation
50,914

 
38,423

Gain on Sale of Assets
(52,794
)
 
(190,257
)
Amortization of Mineral Leases
2,014

 
3,818

Deferred Income Taxes
(31,099
)
 
(5,225
)
Equity in Earnings of Affiliates
(20,276
)
 
(22,676
)
Changes in Operating Assets:

 

Accounts and Notes Receivable
11,145

 
13,359

Inventories
9,418

 
(8,204
)
Prepaid Expenses
(9,259
)
 
(1,362
)
Changes in Other Assets
24,318

 
(8,961
)
Changes in Operating Liabilities:

 

Accounts Payable
(20,553
)
 
5,218

Other Operating Liabilities
174,740

 
(11,130
)
Changes in Other Liabilities
8,148

 
1,469

Other
31,198

 
14,210

Net Cash Provided by Operating Activities
589,005

 
530,163

Investing Activities:

 

Capital Expenditures
(1,195,909
)
 
(1,152,021
)
Change in Restricted Cash
56,410

 
—

Proceeds from Sales of Assets
598,174

 
583,942

Net Investments In Equity Affiliates
(18,112
)
 
(18,701
)
Net Cash Used in Investing Activities
(559,437
)
 
(586,780
)
Financing Activities:

 

Proceeds from Short-Term Borrowings
47,000

 
—

Payments on Miscellaneous Borrowings
(32,290
)
 
(6,565
)
Proceeds from Securitization Facility
6,518

 
—

Tax Benefit from Stock-Based Compensation
2,316

 
2,578

Dividends Paid
(57,211
)
 
(85,290
)
Issuance of Common Stock
2,698

 
1,234

Issuance of Treasury Stock
609

 
109

Debt Issuance and Financing Fees
—

 
(227
)
Net Cash Used In Financing Activities
(30,360
)
 
(88,161
)
Net Decrease in Cash and Cash Equivalents
(792
)
 
(144,778
)
Cash and Cash Equivalents at Beginning of Period
21,878

 
375,736

Cash and Cash Equivalents at End of Period
$
21,086

 
$
230,958



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


8


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

NOTE 1—BASIS OF PRESENTATION:

The accompanying Unaudited Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for future periods.

The balance sheet at December 31, 2012 has been derived from the Audited Consolidated Financial Statements at that date but does not include all the notes required by generally accepted accounting principles for complete financial statements. For further information, refer to the Consolidated Financial Statements and related notes for the year ended December 31, 2012 included in CONSOL Energy Inc.'s Form 10-K.

Certain amounts in prior periods have been reclassified to conform with the report classifications of the year ended December 31, 2012, with no effect on previously reported net income or stockholders' equity.

Basic earnings per share are computed by dividing net (loss) income attributable to shareholders by the weighted average shares outstanding during the reporting period. Dilutive earnings per share are computed similarly to basic earnings per share except that the weighted average shares outstanding are increased to include additional shares from the assumed exercise of stock options, performance stock options, and CONSOL share units, and the assumed vesting of restricted and performance share units, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options, performance share options, and CONSOL share units were exercised, that outstanding restricted stock units and performance share units were released, and that the proceeds from such activities were used to acquire shares of common stock at the average market price during the reporting period. CONSOL Energy Inc. (CONSOL Energy or the Company) includes the impact of pro forma deferred tax assets in determining potential windfalls and shortfalls for purposes of calculating assumed proceeds under the treasury stock method. The table below sets forth the share-based awards that have been excluded from the computation of the diluted earnings per share because their effect would be anti-dilutive:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
Anti-Dilutive Options
4,833,174
 
 
5,740,444
 
 
4,833,174
 
 
2,412,502
 
Anti-Dilutive Restricted Stock Units
1,243,207
 
 
1,348,046
 
 
1,243,207
 
 
13,302
 
Anti-Dilutive Performance Share Units
97,142
 
 
488,179
 
 
97,142
 
 
—
 
Anti-Dilutive Performance Share Options
602,101
 
 
501,744
 
 
602,101
 
 
501,744
 
 
6,775,624
 
 
8,078,413
 
 
6,775,624
 
 
2,927,548
 

The table below sets forth the share-based awards that have been exercised or released:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
Options
11,655
 
 
108,477
 
 
256,768
 
 
159,611
 
Restricted Stock Units
130,523
 
 
22,025
 
 
698,664
 
 
548,492
 
Performance Share Units
—
 
 
—
 
 
159,228
 
 
229,730
 
 
142,178
 

130,502
 
 
1,114,660
 
 
937,833
 

The weighted average exercise price per share of the options exercised during the three months ended September 30, 2013 and 2012 was $17.40 and $7.13, respectively. The weighted average exercise price per share of the options exercised during the nine months ended September 30, 2013 and 2012 was $10.49 and $8.39, respectively.


9


The computations for basic and dilutive earnings per share are as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders
$
(63,651
)
 
$
(11,368
)
 
$
(77,741
)
 
$
238,567
 
Weighted average shares of common stock outstanding:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
228,876,336
 
 
227,654,395
 
 
228,640,671
 
 
227,491,284
 
Effect of stock-based compensation awards
—
 
 
—
 
 
—
 
 
1,700,586
 
Dilutive
228,876,336
 
 
227,654,395
 
 
228,640,671
 
 
229,191,870
 
Earnings per share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
$
(0.28
)
 
$
(0.05
)
 
$
(0.34
)
 
$
1.05
 
Dilutive
$
(0.28
)
 
$
(0.05
)
 
$
(0.34
)
 
$
1.04
 
Changes in Accumulated Other Comprehensive Income / (Loss) by component, net of tax, were as follows:
 
Gains and Losses on Cash Flow Hedges
 
Postretirement Benefits
 
Total
Balance at December 31, 2012
$
76,761
 
 
$
(824,103
)
 
$
(747,342
)
Other comprehensive income before reclassifications
40,400
 
 
61,912
 
 
102,312
 
Amounts reclassified from accumulated other comprehensive income
(56,595
)
 
51,729
 
 
(4,866
)
New current period other comprehensive income
(16,195
)
 
113,641
 
 
97,446
 
Balance at September 30, 2013
$
60,566
 
 
$
(710,462
)
 
$
(649,896
)

The following table shows the reclassification of adjustments out of Accumulated Other Comprehensive Loss:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
Derivative Instruments (Note 12)
 
 
 
 
 
 
 
Natural gas price swaps
$
(38,379
)
 
$
(77,492
)
 
$
(93,146
)
 
$
(251,357
)
Tax benefit
14,025
 
 
29,683
 
 
36,551
 
 
97,760
 
Net of tax
$
(24,354
)
 
$
(47,809
)
 
$
(56,595
)
 
$
(153,597
)
Actuarially Determined Long-Term Liability Adjustments*(Note 3 and Note 4)
 
 
 
 
 
 
 
Amortization of prior service costs
$
(8,212
)
 
$
(13,915
)
 
$
(24,635
)
 
$
(39,937
)
Recognized net actuarial loss
21,055
 
 
26,611
 
 
69,802
 
 
79,688
 
Settlement loss
6,296
 
 
—
 
 
38,498
 
 
—
 
Total
19,139
 
 
12,696
 
 
83,665
 
 
39,751
 
Tax expense
(7,306
)
 
(4,775
)
 
(31,936
)
 
(14,946
)
Net of tax
$
11,833
 
 
$
7,921
 
 
$
51,729
 
 
$
24,805
 
 
*Excludes amounts related to the remeasurement of the Actuarially Determined Long-Term Liabilities for the three months and nine months ended September 30, 2013 and September 30, 2012.

NOTE 2—ACQUISITIONS AND DISPOSITIONS:
    
In September 2013, CONSOL Energy completed the sale of 1.5 MM tons of reserves of Pittsburgh 8 Coal in Belmont County, Ohio. The sale of this coal was structured as a $2,300 payment upfront and then a 3% overriding royalty paid as the coal is being mined. A gain of $2,300 was included in Other Income in the Consolidated Statement of Income.



10


In August 2013, CONSOL Energy completed the sale of its 50% interest in the CONSOL Energy/Devon Energy joint venture in Alberta, Canada. The properties and coal leases included were those related to Grassy Mountain, Bellevue, Adanac, and Lynx Creek (Crowsnest Pass). Cash proceeds for the sale were $24,764 of which $12,263 was restricted, pending release by the Canadian Revenue Authority upon review of the tax consequences of the transaction. A gain of $15,260 was included in Other Income in the Consolidated Statement of Income.

In June 2013, CONSOL Energy completed the sale of Potomac coal reserves in Grant and Tucker Counties in West Virginia. Cash proceeds for the sale were $25,000. A gain of $24,663 was included in Other Income in the Consolidated Statement of Income.    

In May 2013, CONSOL Energy completed a sale-leaseback of longwall shields for the Robinson Run Mine. Cash proceeds for the sale were $68,337. A loss of $236 was recognized due to transaction fees and was included in Other Income in the Consolidated Statement of Income. The lease has been accounted for as an operating lease. The lease term is five years.

In April 2013, the Company and the Commonwealth of Pennsylvania (Commonwealth) entered into a Settlement Agreement and Release settling all of the Commonwealth's claims regarding the Ryerson Park Dam (Dam) and the Ryerson Park Lake (Lake).   The Settlement provides in part for the payment to the Commonwealth of $36,000 for use to rebuild the Dam and restore the Lake with $13,728 of the settlement amount credited to lease bonus and royalty payments on the Commonwealth's Marcellus gas interests within the Park, subject to the Company's agreement to extract the gas from surface facilities located outside of the boundaries of the Park.  The Settlement also provides in part for the conveyance by the Company to the Commonwealth of eight surface parcels containing approximately 506 acres of land adjoining the Park after the parcels are no longer needed for the Company's operations and the conveyance by the Commonwealth to the Company of certain coal and mining rights in an area of the Bailey Mine where a mining permit application is currently pending.

In March 2013, CNX Gas Company LLC (CNX Gas Company), a wholly owned subsidiary of CONSOL Energy, completed negotiations with the Allegheny County Airport Authority, which operates the Pittsburgh International Airport and the Allegheny County Airport, for the lease of the oil and gas rights on approximately 9.3 thousand acres.  A majority of these contiguous acres are in the liquids area of the Marcellus Shale play.  CNX Gas Company paid $46,315 as an up-front bonus payment at closing.  Approximately 7.6% of the bonus payment was placed into escrow while negotiations continue for a portion of the acres associated with the Allegheny County Airport and other acres that have potentially defective title.  CNX Gas Company must spud a well by February 21, 2015 and proceed with due diligence to complete the well or the lease terminates and CNX Gas Company forgoes the bonus. Our joint venture partner, Noble Energy Inc., has acquired 50% of the acreage and accordingly, reimbursed CNX Gas Company for 50% of the associated costs during the nine months ended September 30, 2013.

In March 2013, CONSOL Energy completed a sale-leaseback of longwall shields for the Shoemaker Mine. Cash proceeds for the sale were $63,839. A loss of $279 was recognized due to transaction fees and was included in Other Income in the Consolidated Statement of Income. The lease has been accounted for as an operating lease. The lease term is five years.

In January 2013, CONSOL Energy completed a sale-leaseback of longwall shields for the Bailey Mine. Cash proceeds for the sale were $71,166. A loss of $358 was recognized due to transaction fees and was included in Other Income in the Consolidated Statement of Income. The lease has been accounted for as an operating lease. The lease term is five years.

On December 21, 2012, CONSOL Energy completed the disposition of its non-producing Ram River & Scurry Ram assets in Western Canada which consisted of 36 thousand acres of coal lands. In December 2012, cash proceeds of $51,869, of which $48,294 was restricted, were received related to this transaction. These proceeds were net of $637 in transaction fees. The restrictions on the cash were removed during the three months ended March 31, 2013 and are reflected as a Change in Restricted Cash in the Investing section of the Consolidated Statement of Cash Flows. Additionally, a note receivable was recognized in 2012 related to the two additional cash payments to be received in June 2013 and June 2014. Payment of $25,500 was received in June 2013. A note receivable of $24,500 was included in Accounts and Notes Receivables - Notes Receivables in the Consolidated Balance Sheet at September 30, 2013. The second payment is due June 2014. The gain on the transaction was $89,943 and was included in Other Income in the Consolidated Statement of Income for the year ended December 31, 2012.

On June 29, 2012, CONSOL Energy completed the disposition of its non-producing Northern Powder River Basin assets in southern Montana and northern Wyoming for cash proceeds of $169,500. The assets consisted of CONSOL Energy's 50% interest in Youngs Creek Mining Company LLC, CONSOL Energy's 50% interest in CX Ranch and related properties in and around Sheridan, Wyoming. The gain on the transaction was $150,677 and was included in Other Income in the Consolidated Statement


11


of Income for the year ended December 31, 2012. Additionally, CONSOL Energy retained an 8% production royalty interest on approximately 200 million tons of permitted fee coal.

On April 4, 2012, CONSOL Energy completed the disposition of its non-producing Elk Creek property in southern West Virginia, which consisted of 20 thousand acres of coal lands and surface rights, for proceeds of $26,000. The gain on the transaction was $11,235 and was included in Other Income in the Consolidated Statement of Income for the year ended December 31, 2012.

On February 9, 2012, CONSOL Energy completed the disposition of its Burning Star No. 4 property in Illinois, which consisted of 4.3 thousand acres of coal lands and surface rights, for proceeds of $13,023. The gain on the transaction was $11,261 and was included in Other Income in the Consolidated Statements of Income for the year ended December 31, 2012.

NOTE 3—COMPONENTS OF PENSION AND OTHER POST-EMPLOYMENT BENEFIT (OPEB) PLANS NET PERIODIC BENEFIT COSTS:

Components of net periodic costs (benefits) for the three and nine months ended September 30 are as follows:
 
Pension Benefits
 
Other Post-Employment Benefits
 
Three Months Ended
 
Nine Months Ended
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
Service cost
$
4,897

 
$
5,527

 
$
16,184

 
$
15,530

 
$
4,849

 
$
4,525

 
$
14,547

 
$
14,291

Interest cost
9,497

 
9,396

 
27,249

 
28,190

 
29,619

 
33,687

 
88,856

 
102,008

Expected return on plan assets
(13,336
)
 
(11,538
)
 
(38,191
)
 
(34,617
)
 
—

 
—

 
—

 
—

Amortization of prior service credits
(408
)
 
(408
)
 
(1,223
)
 
(1,223
)
 
(7,804
)
 
(13,409
)
 
(23,411
)
 
(38,418
)
Recognized net actuarial loss
8,042

 
11,959

 
30,764

 
35,876

 
17,595

 
20,255

 
52,784

 
60,620

Settlement loss
6,296

 
—

 
38,498

 
—

 
—

 
—

 
—

 
—

Net periodic benefit cost
$
14,988

 
$
14,936

 
$
73,281

 
$
43,756

 
$
44,259

 
$
45,058

 
$
132,776

 
$
138,501


For the nine months ended September 30, 2013, $55,272 was paid to the pension trust from operating cash flows. Additional contributions to the pension trust are not expected to be significant for the remainder of 2013. CONSOL Energy expects to contribute to the pension trust using prudent funding methods. Net periodic benefit costs are allocated to Costs of Goods Sold and Other Operating Charges and Selling, General and Administrative Expenses in the Consolidated Statements of Income.

According to the Defined Benefit Plans Topic of the Financial Accounting Standards Board (FASB) Accounting Standards Codification, if the lump sum distributions made for the plan year, which for CONSOL Energy is January 1 to December 31, exceed the total of the projected service cost and interest cost for the plan year, settlement accounting is required. Lump sum payments exceeded this threshold during the three and nine months ended September 30, 2013. Accordingly, CONSOL Energy recognized expense of $6,296 and $38,498 for the three and nine months ended September 30, 2013, respectively, in Costs of Goods Sold and Other Operating Charges in the Consolidated Statements of Income. The settlement charges represented a pro rata portion of the net unrecognized loss based on the percentage reduction in the projected benefit obligation due to the lump sum payments. The settlement charges noted above also resulted in a remeasurement of the pension plan at September 30, June 30, and March 31, 2013. The September 30, 2013 remeasurement resulted in a change to the discount rate to 4.80% from 4.84% at June 30, 2013. The September remeasurement reduced the pension liability by $21,264. The September settlement and corresponding remeasurement of the pension plan resulted in an adjustment of $17,040 in Other Comprehensive Income, net of $10,520 in deferred taxes. It is reasonably possible that CONSOL Energy will incur additional settlement charges in 2013, which would require the pension plan to be remeasured using updated assumptions.

CONSOL Energy does not expect to contribute to the other post-employment benefit plan in 2013. We intend to pay benefit claims as they become due. For the nine months ended September 30, 2013, $124,504 of other post-employment benefits have been paid.




12


NOTE 4—COMPONENTS OF COAL WORKERS’ PNEUMOCONIOSIS (CWP) AND WORKERS’ COMPENSATION NET PERIODIC BENEFIT COSTS:
Components of net periodic costs (benefits) for the three and nine months ended September 30, are as follows:
 
 
CWP
 
Workers' Compensation
 
Three Months Ended
 
Nine Months Ended
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
Service cost
$
2,135

 
$
1,927

 
$
6,405

 
$
5,783

 
$
3,533

 
$
3,634

 
$
10,599

 
$
10,903

Interest cost
1,808

 
1,991

 
5,424

 
5,973

 
1,655

 
1,778

 
4,966

 
5,335

Amortization of actuarial gain
(4,213
)
 
(4,933
)
 
(12,638
)
 
(14,799
)
 
(699
)
 
(986
)
 
(2,098
)
 
(2,958
)
State administrative fees and insurance bond premiums
—

 
—

 
—

 
—

 
1,496

 
1,795

 
4,500

 
5,340

Legal and administrative costs
—

 
—

 
—

 
—

 
591

 
648

 
1,773

 
1,943

Net periodic (benefit) cost
$
(270
)
 
$
(1,015
)
 
$
(809
)
 
$
(3,043
)
 
$
6,576

 
$
6,869

 
$
19,740

 
$
20,563


CONSOL Energy does not expect to contribute to the CWP plan in 2013. We intend to pay benefit claims as they become due. For the nine months ended September 30, 2013, $7,879 of CWP benefit claims have been paid.
CONSOL Energy does not expect to contribute to the workers’ compensation plan in 2013. We intend to pay benefit claims as they become due. For the nine months ended September 30, 2013, $21,271 of workers’ compensation benefits, state administrative fees and surety bond premiums have been paid.

NOTE 5—INCOME TAXES:

The effective tax rate for the nine months ended September 30, 2013 and 2012 was 809.9% and 20.2%, respectively.

The rate for the nine months ended September 30, 2013 differs from the U.S. federal statutory rate of 35% primarily due to a $111,104 income tax charge for excess depletion, $4,701 discrete income tax charge related to the gain on the sale of the Potomac coal reserves, $8,467 discrete income tax charge related to the gain on the sale of the Crowsnest Pass coal reserves, and a $1,585 income tax benefit due to a refund claim related to prior year Commonwealth of Pennsylvania taxes.

For the three months ended September 30, 2013, CONSOL Energy recognized additional tax expense as a result of changes in estimates of percentage depletion and Domestic Production Activities Deduction related to the prior-year tax provision. The result of these changes was a tax increase of $5,875.

The rate for the nine months ended September 30, 2012 differs from the U.S. federal statutory rate of 35% primarily due to a $53,932 benefit recorded for excess depletion, $48,976 discrete income tax charge related to the gain on the sale of non-producing North Powder River Basin assets, $983 discrete income tax reduction related to a successful resolution with the Internal Revenue Service Appeals Division of the company’s Extraterritorial Income Exclusion refund claims for tax years 2004 and 2005, and $1,786 discrete income tax reduction related to the successful resolution of an audit with the Canadian Revenue Agency.

For the three months ended September 30, 2012, CONSOL Energy recognized additional tax expense as a result of changes in estimates of percentage depletion and Domestic Production Activities Deduction related to the prior-year tax provision. The result of these changes was a tax increase of $6,004.
The total amounts of uncertain tax positions at September 30, 2013 and 2012 were $22,770 and $25,570, respectively. If these uncertain tax positions were recognized, approximately $2,071 and $3,891, respectively, would affect CONSOL Energy’s effective tax rate. There were no additions to the liability for unrecognized tax benefits during the nine months ended September 30, 2013 and 2012.
CONSOL Energy recognizes interest accrued related to uncertain tax positions in its interest expense. As of September 30, 2013 and 2012, the Company reported an accrued interest liability relating to uncertain tax positions of $5,851 and $7,095, respectively. The accrued interest liability includes $1,020 and $1,722 of interest expense that is reflected in the Company’s Consolidated Statements of Income for the nine months ended September 30, 2013 and 2012, respectively.


13


CONSOL Energy recognizes penalties accrued related to unrecognized tax benefits in its income tax expense. As of September 30, 2013 and 2012, CONSOL Energy had no accrued liability for tax penalties.

CONSOL Energy and its subsidiaries file federal income tax returns with the United States and returns within various states and Canadian jurisdictions. With few exceptions, the Company is no longer subject to United States federal, state, local, or non-U.S. income tax determinations by tax authorities for the years before 2008.

NOTE 6—INVENTORIES:

Inventory components consist of the following:
 
September 30,
2013
 
December 31,
2012
Coal
$
58,050

 
$
78,825

Merchandise for resale
37,792

 
35,363

Supplies
142,506

 
133,578

Total Inventories
$
238,348

 
$
247,766


Inventories are stated at the lower of cost or market. The cost of coal inventories is determined by the first-in, first-out (FIFO) method. Coal inventory costs include labor, supplies, equipment costs, operating overhead, depreciation, depletion and amortization, and other related costs.

Merchandise for resale is valued using the last-in, first-out (LIFO) cost method. The excess of replacement cost of merchandise for resale inventories over carrying LIFO value was $18,683 and $19,700 at September 30, 2013 and December 31, 2012, respectively.

NOTE 7—ACCOUNTS RECEIVABLE SECURITIZATION:
CONSOL Energy and certain of our U.S. subsidiaries are party to a trade accounts receivable facility with financial institutions for the sale on a continuous basis of eligible trade accounts receivable. The facility allows CONSOL Energy to receive on a revolving basis up to $200,000. The facility also allows for the issuance of letters of credit against the $200,000 capacity. At September 30, 2013, there were letters of credit outstanding against the facility of $155,636. CONSOL Energy management believes that these letters of credit will expire without being funded, and therefore the commitments will not have a material adverse effect on the Company's financial condition. No amounts related to these financial guarantees and letters of credit are recorded as liabilities on the financial statements.
CNX Funding Corporation, a wholly owned, special purpose, bankruptcy-remote subsidiary, buys and sells eligible trade receivables generated by certain subsidiaries of CONSOL Energy. Under the receivables facility, CONSOL Energy and certain subsidiaries, irrevocably and without recourse, sell all of their eligible trade accounts receivable to CNX Funding Corporation, who in turn sells these receivables to financial institutions and their affiliates, while maintaining a subordinated interest in a portion of the pool of trade receivables. This retained interest, which is included in Accounts and Notes Receivable Trade in the Consolidated Balance Sheets, is recorded at fair value. Due to a short average collection cycle for such receivables, our collection experience history and the composition of the designated pool of trade accounts receivable that are part of this program, the fair value of our retained interest approximates the total amount of the designated pool of accounts receivable. CONSOL Energy will continue to service the sold trade receivables for the financial institutions for a fee based upon market rates for similar services.
In accordance with the Transfers and Servicing Topics of the Financial Accounting Standards Board (FASB) Accounting Standards Codification, CONSOL Energy records transactions under the securitization facility as secured borrowings on the Consolidated Balance Sheets. The pledge of collateral is reported as Accounts Receivable - Securitized and the borrowings are classified as debt in Borrowings under Securitization Facility.
The cost of funds under this facility is based upon commercial paper rates or LIBOR, plus a charge for administrative services paid to the financial institutions. Costs associated with the receivables facility totaled $416 and $1,328 for three and nine months ended September 30, 2013, respectively. Costs associated with the receivables facility totaled $420 and $1,276 for three and nine months ended September 30, 2012, respectively. These costs have been recorded as financing fees which are included in Cost of Goods Sold and Other Operating Charges in the Consolidated Statements of Income. No servicing asset or liability has been recorded. The receivables facility expires in March 2017 with the underlying liquidity agreement renewing annually each March.


14


At September 30, 2013 and December 31, 2012, eligible accounts receivable totaled $200,000. There was no subordinated retained interest at September 30, 2013 and at December 31, 2012. There were $44,364 of borrowings under the Securitization Facility recorded on the Consolidated Balance Sheet as of September 30, 2013 and $37,846 at December 31, 2012. The accounts receivable securitization program increased $6,518 in the nine months ended September 30, 2013 and there was no change in the nine months ended September 30, 2012. The increase is reflected in the Net Cash Used in Financing Activities in the Consolidated Statement of Cash Flows. In accordance with the facility agreement, the Company is able to receive proceeds based upon the eligible accounts receivable at the previous month end.

NOTE 8—PROPERTY, PLANT AND EQUIPMENT:
 
September 30,
2013
 
December 31,
2012
Coal and other plant and equipment
$
6,207,105

 
$
6,030,620

Intangible drilling cost
1,830,666

 
1,550,297

Proven gas properties
1,601,106

 
1,596,838

Coal properties and surface lands
1,449,526

 
1,346,151

Unproven gas properties
1,383,921

 
1,266,017

Gas gathering equipment
1,046,495

 
1,006,882

Airshafts
746,134

 
706,388

Mine development
608,630

 
537,939

Leased coal lands
529,409

 
529,758

Gas wells and related equipment
623,176

 
492,367

Coal advance mining royalties
397,015

 
391,501

Other gas assets
125,635

 
82,217

Gas advance royalties
22,286

 
8,229

Total Property Plant and Equipment
16,571,104

 
15,545,204

Less: Accumulated DD&A
5,940,247

 
5,354,237

Total Net PP&E
$
10,630,857

 
$
10,190,967

    
Industry Participation Agreements

CONSOL Energy has two significant industry participation agreements (referred to as "joint ventures" or "JVs") that provided drilling and completion carries for our retained interests.

On October 21, 2011, CNX Gas Company, a wholly owned subsidiary of CONSOL Energy, completed a sale to Hess Ohio Developments, LLC (Hess) of 50% of nearly 200 thousand net Utica Shale acres in Ohio. Cash proceeds related to this transaction were $54,254, which were net of $5,719 in transaction fees. Additionally, CONSOL Energy and Hess entered into a joint development agreement pursuant to which Hess agreed to pay approximately $534,000 in the form of a 50% drilling carry of certain CONSOL Energy working interest obligations as the acreage is developed. The aggregate amount of the drilling carry can be adjusted downward under provisions of the joint venture agreements in certain events. The net gain on the transaction was $53,095 and was recognized in the Consolidated Statements of Income as Other Income for the year ended December 31, 2011. CONSOL Energy and Hess have agreed to focus their development efforts on six core counties in southeastern Ohio, in which the joint venture holds approximately 73,000 mostly fee acres. To this end, the parties have agreed to pursue the sale of approximately 63,000 acres outside of the focus areas. In addition, as previously announced, based on title work performed by Hess as part of the title defect process, we believe that there are chain of title issues with respect to approximately 39,000 of the joint venture acres representing approximately $153,000 of carry, most of which likely cannot be cured. These acres, together with another 26,000 acres of allegedly defective acres will be reassigned to CONSOL Energy. CONSOL Energy may elect to cure the alleged defects related to these acres and develop them, or sell the acres for its own account. After taking into account the reassignment of approximately 65,000 acres, the parties have agreed that the total carry remaining after these adjustments is $335,000. The loss of these Utica Shale acres will not have a material impact on the Company's financial statements.  

On September 30, 2011, CNX Gas Company completed a sale to Noble Energy, Inc. (Noble) of 50% of the Company's undivided interest in certain Marcellus Shale oil and gas properties in West Virginia and Pennsylvania covering approximately 628 thousand net acres and 50% of the Company's undivided interest in certain of its existing Marcellus Shale wells and related leases. In September 2011, cash proceeds of $485,464 were received related to this transaction, which were net of $34,998


15


transaction fees. Additionally, a note receivable was recognized related to the two additional cash payments to be received on the first and second anniversary of the transaction closing date. The discounted notes receivable of $311,754 and $296,344 were recorded in Accounts and Notes Receivables-Notes Receivable and Other Assets-Notes Receivable, respectively. In September 2013, cash proceeds of $327,964 were received related to the second anniversary note receivable. In September 2012, cash proceeds of $327,964 were received related to the first anniversary note receivable. During December 2011, an additional receivable of $16,703 and a payable of $980 were recorded for closing adjustments and were included in Accounts and Notes Receivable - Other and Accounts Payable, respectively. Adjusted cash proceeds of $15,598 related to the additional receivable were received in April 2012. The net loss on the transaction was $64,142 and was recognized in the Consolidated Statements of Income as Other Income for the year ended December 31, 2011. As part of the transaction, CNX Gas Company also received a commitment from Noble to pay one-third of the Company's working interest share of certain drilling and completion costs, up to approximately $2,100,000 with certain restrictions. These restrictions include the suspension of carry if average Henry Hub natural gas prices are below $4.00 per million British thermal units (MMBtu) for three consecutive months. The carry is currently suspended and will remain suspended until average natural gas prices are above $4.00/MMBtu for three consecutive months. Restrictions also include a $400,000 annual maximum on Noble's carried cost obligation. The aggregate amount of the drilling carry may also be adjusted downward under provisions of the joint venture agreements in certain events.

Under our joint venture agreement with Noble, Noble had the right to perform due diligence on the title to the oil and gas interests which CONSOL Energy conveyed to them and to assert that title to the acreage is defective. CONSOL Energy then can review and respond to the asserted title defects, or cure them, and ultimately, if the claim is not resolved, either party can submit the defect to an arbitrator for resolution. The Company has substantially completed its review of the title defect notice, asserted by Noble, and working in collaboration with Noble, the Company has addressed defects with respect to approximately 86.498 gross deal acres, having a carry value of approximately $543,000, to the satisfaction of both parties. Noble has asserted title defects with respect to approximately 2,868 gross deal acres, having a carry value of approximately $27,000, which have not yet been addressed to the full satisfaction of both parties. The Company is working closely with Noble to address these remaining and final alleged defects. To date, the Company has conceded defects which have an aggregate value of approximately $204,000 in excess of the applicable deductibles. The impact of these conceded defects was $12,983 and $21,763 of expense for the three and nine months ended September 30, 2013 and was included in Cost of Goods Sold and Other Charges in the Consolidated Statement of Income. CONSOL Energy and Noble made a concerted effort during the quarter to address the remaining title defects, which resulted in a higher write-off of defected acres than in prior quarters; however, as a result of this effort, the parties have resolved substantially all outstanding asserted defects and any final write-off in the fourth quarter is not expected to be material.

The following table provides information about our industry participation agreements as of September 30, 2013:
Shale Play
 
Industry Participation Agreement Partner
 
Industry Participation Agreement Date
 
Drilling Carries Remaining*
Marcellus
 
Noble Energy, Inc.
 
September 30, 2011
 
$
1,885,785

Utica
 
Hess Ohio Developments, LLC
 
October 21, 2011
 
$
255,148


*See above for a description of the impact on the drilling carries of title defects that have been asserted by Noble.

NOTE 9—SHORT-TERM NOTES PAYABLE:
CONSOL Energy's $1,500,000 Senior Secured Credit Agreement expires April 12, 2016. The facility is secured by substantially all of the assets of CONSOL Energy and certain of its subsidiaries. CONSOL Energy's credit facility allows for up to $1,500,000 of borrowings and letters of credit. CONSOL Energy can request an additional $250,000 increase in the aggregate borrowing limit amount. Fees and interest rate spreads are based on a ratio of financial covenant debt to twelve-month trailing earnings before interest, taxes, depreciation, depletion and amortization (Adjusted EBITDA), measured quarterly. The facility includes a minimum interest coverage ratio covenant of no less than 2.50 to 1.00, measured quarterly. The interest coverage ratio was 3.96 to 1.00 at September 30, 2013. The facility includes a maximum leverage ratio covenant of no more than 4.50 to 1.00, measured quarterly. The leverage ratio was 3.21 to 1.00 at September 30, 2013. The facility also includes a senior secured leverage ratio covenant of not more than 2.00 to 1.00, measured quarterly. The senior secured leverage ratio was 0.11 to 1.00 at September 30, 2013. Affirmative and negative covenants in the facility limit our ability to dispose of assets, make investments, purchase or redeem CONSOL Energy common stock, pay dividends, merge with another corporation and amend, modify or restate the senior unsecured notes. At September 30, 2013, the $1,500,000 facility had no borrowings outstanding and $104,137 of letters of credit outstanding, leaving $1,395,863 of capacity available for borrowings and the issuance of letters of credit. At December 31, 2012, the $1,500,000 facility had no borrowings outstanding and $100,292 of letters of credit outstanding, leaving $1,399,708 of capacity available for borrowings and the issuance of letters of credit.


16



CNX Gas Corporation's (CNX Gas) $1,000,000 Senior Secured Credit Agreement expires April 12, 2016. The facility is secured by substantially all of the assets of CNX Gas and its subsidiaries. CNX Gas' credit facility allows for up to $1,000,000 for borrowings and letters of credit. CNX Gas can request an additional $250,000 increase in the aggregate borrowing limit amount. Fees and interest rate spreads are based on the percentage of facility utilization, measured quarterly. Covenants in the facility limit CNX Gas’ ability to dispose of assets, make investments, pay dividends and merge with another corporation. The credit facility allows unlimited investments in joint ventures for the development and operation of gas gathering systems and provides for $600,000 of loans, advances and dividends from CNX Gas to CONSOL Energy. Investments in CONE Gathering, LLC (CONE) are unrestricted. The facility includes a maximum leverage ratio covenant of not more than 3.50 to 1.00, measured quarterly. The leverage ratio was 0.75 to 1.00 at September 30, 2013. The facility also includes a minimum interest coverage ratio covenant of no less than 3.00 to 1.00, measured quarterly. This ratio was 28.55 to 1.00 at September 30, 2013. At September 30, 2013, the $1,000,000 facility had $47,000 borrowings outstanding and $70,051 of letters of credit outstanding, leaving $882,949 of capacity available for borrowings and the issuance of letters of credit. At December 31, 2012, the $1,000,000 facility had no borrowings outstanding and $70,203 of letters of credit outstanding, leaving $929,797 of capacity available for borrowings and the issuance of letters of credit. The average interest rate for the three months and nine months ended September 30, 2013 was 1.80% and 1.76%, respectively. Accrued interest of $5 and $29 was included in Other Accrued Liabilities in the Consolidated Balance Sheet at September 30, 2013 and December 31, 2012, respectively.

CONSOL Energy entered into an interim funding arrangement for longwall shields. At December 31, 2012, CONSOL
Energy had a note payable of $25,073 related to this funding arrangement. The interim funding arrangement bore a weighted average interest rate of 2.46% as of December 31, 2012. There were no interim funding agreements outstanding at September 30, 2013.

NOTE 10—LONG-TERM DEBT:
 
September 30,
2013
 
December 31,
2012
Debt:
 
 
 
Senior notes due April 2017 at 8.00%, issued at par value
$
1,500,000

 
$
1,500,000

Senior notes due April 2020 at 8.25%, issued at par value
1,250,000

 
1,250,000

Senior notes due March 2021 at 6.375%, issued at par value
250,000

 
250,000

MEDCO revenue bonds in series due September 2025 at 5.75%
102,865

 
102,865

Advance royalty commitments (7.43% weighted average interest rate for September 30, 2013 and December 31, 2012)
20,394

 
20,394

Other long-term notes maturing at various dates through 2031 (total value of $6,268 and $7,300 less unamortized discount of $1,166 and $1,542 at September 30, 2013 and December 31, 2012, respectively).
5,102

 
5,758

 
3,128,361

 
3,129,017

Less amounts due in one year *
4,606

 
4,544

Long-Term Debt
$
3,123,755

 
$
3,124,473

* Excludes current portion of Capital Lease Obligations of $8,576 and $8,941 at September 30, 2013 and December 31, 2012, respectively.

Accrued interest related to Long-Term Debt of $113,589 and $63,363 was included in Other Accrued Liabilities in the Consolidated Balance Sheets at September 30, 2013 and December 31, 2012, respectively.

NOTE 11—COMMITMENTS AND CONTINGENCIES:
CONSOL Energy and 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. We accrue the estimated loss for these lawsuits and claims when the loss is probable and can be estimated. Our current estimated accruals related to these pending claims, individually and in the aggregate, are immaterial to the financial position, results of operations or cash flows of CONSOL Energy. It is possible that the aggregate loss in the future with respect to these lawsuits and claims could ultimately be material to the financial position, results of operations or cash flows of CONSOL Energy; however, such amounts cannot be reasonably estimated. The amount claimed against CONSOL Energy is disclosed below when an amount is expressly stated in the lawsuit or claim, which is not often the case. The maximum aggregate amount claimed in those lawsuits


17


and claims, regardless of probability, where a claim is expressly stated or can be estimated, exceeds the aggregate amounts accrued for all lawsuits and claims by approximately $792,000.

The following lawsuits and claims include those for which a loss is probable and an accrual has been recognized.

American Electric Corp: On August 8, 2011, the United States Environmental Protection Agency, Region IV, sent Consolidation Coal Company a General Notice and Offer to Negotiate regarding the Ellis Road/American Electric Corp. Superfund Site in Jacksonville, Florida. The General Notice was sent to approximately 180 former customers of American Electric Corp. CONSOL Energy has confirmed that it did business with American Electric Corp. in 1983 and 1984. The General Notice indicated that the Environmental Protection Agency (EPA) has determined that polychlorinated biphenyls (PCBs) and other contaminants in the soils and sediments at and near the site require a removal action. The Offer to Negotiate invited the potentially responsible parties (PRPs) to enter into an Administrative Settlement Agreement and Order on Consent (AOC) to provide for conducting the removal action under the EPA oversight and to reimburse the EPA for its past costs, in the amount of $384 and for its future costs. CONSOL Energy responded to the EPA indicating its willingness to participate in such negotiations, and CONSOL Energy is participating in a group of potentially responsible parties to conduct the removal action. The AOC was signed on July 20, 2012, and as a result, the EPA granted the performing parties a $408 orphan share credit, which will offset the EPA's past costs. The actual scope of the work has yet to be determined, but the current estimate of the total costs of the removal action is in the range of $2,000 to $5,400, with CONSOL Energy's share of such costs at approximately 8%. In 2011, CONSOL Energy established an initial accrual based on its allocated share of the costs among the viable former customers of American Electric Corp. During the year ended December 31, 2012, CONSOL Energy funded $250 to an independent trust established for the remediation, which is 50% of CONSOL Energy's allocated share of the trust fund. The liability is immaterial to the overall financial position of CONSOL Energy and was included in Other Accrued Liabilities on the Consolidated Balance Sheet.
    
Ward Transformer Superfund Site: CONSOL Energy was notified in November 2004 by the EPA that it is a potentially responsible party (PRP) under the Superfund program established by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (CERCLA), with respect to the Ward Transformer site in Wake County, North Carolina. The EPA, CONSOL Energy and two other PRPs entered into an administrative Settlement Agreement and Order of Consent, requiring those PRPs to undertake and complete a PCB soil removal action, at and in the vicinity of the Ward Transformer property. In June 2008, while conducting the PCB soil excavation on the Ward property, it was determined that PCBs have migrated onto adjacent properties and in September 2008, the EPA notified CONSOL Energy and 60 other companies that they are PRPs for these additional areas. The current estimated cost of remedial action for the area CONSOL Energy was originally named a PRP, including payment of the EPA's past and future cost, is approximately $65,000. The current estimated cost of the most likely remediation plan for the additional areas discovered is approximately $12,800. CONSOL Energy recognized $576 in expense in Cost of Goods Sold and Other charges in the nine months ended September 30, 2013 and recognized no expense in the nine months ended September 30, 2012. Also, CONSOL Energy has provided funding to an independent trust established for this remediation. CONSOL Energy funded $2,563 in the nine months ended September 30, 2013 and funded $400 in the nine months ended September 30, 2012. As of September 30, 2013, CONSOL Energy and the other participating PRPs had asserted CERCLA cost recovery and contribution claims against approximately 225 nonparticipating PRPs to recover a share of the costs incurred and to be incurred to conduct the removal actions at the Ward Site. CONSOL Energy's portion of recoveries from settled claims is $3,805. Accordingly, the liability reflected in Other Accrued Liabilities was reduced by these settled claims. The remaining net liability at September 30, 2013 is $1,769.

Asbestos-Related Litigation: One of our subsidiaries, Fairmont Supply Company (Fairmont), which distributes industrial supplies, currently is named as a defendant in approximately 6,900 asbestos-related claims in state courts in Pennsylvania, Ohio, West Virginia, Maryland, Texas and Illinois. Because a very small percentage of products manufactured by third parties and supplied by Fairmont in the past may have contained asbestos and many of the pending claims are part of mass complaints filed by hundreds of plaintiffs against a hundred or more defendants, it has been difficult for Fairmont to determine how many of the cases actually involve valid claims or plaintiffs who were actually exposed to asbestos-containing products supplied by Fairmont. In addition, while Fairmont may be entitled to indemnity or contribution in certain jurisdictions from manufacturers of identified products, the availability of such indemnity or contribution is unclear at this time, and in recent years, some of the manufacturers named as defendants in these actions have sought protection from these claims under bankruptcy laws. Fairmont has no insurance coverage with respect to these asbestos cases. Based on over 15 years of experience with this litigation, we have established an accrual to cover our estimated liability for these cases. This accrual is immaterial to the overall financial position of CONSOL Energy and was included in Other Accrued Liabilities on the Consolidated Balance Sheet. Past payments by Fairmont with respect to asbestos cases have not been material.
 
South Carolina Electric & Gas Company Arbitration: In April, 2009, South Carolina Electric & Gas Company (SCE&G), a public utility, filed an arbitration complaint, against CONSOL of Kentucky Inc. and CONSOL Energy Sales


18


Company, both wholly owned subsidiaries of CONSOL Energy, seeking $36,000 in damages. SCE&G claimed it suffered those damages in obtaining cover coal to replace coal which was not delivered in 2008 under a coal sales agreement.  CONSOL Energy counterclaimed against SCE&G for $9,400 for terminating coal shipments under the sales agreement, alleging that SCE&G had agreed that shortfalls could be made up in 2009.  A four day hearing on the claims commenced on April 30, 2012. On December 21, 2012, the Arbitration Panel awarded SCE&G $9,735, plus interest at 8.75% from January 9, 2011, and attorney fees. The Award is against CONSOL of Kentucky only. On August 14, 2013, the Panel, over vigorous objection by CONSOL, awarded SCE&G $1,232 for attorneys’ fees and expenses. We had established an accrual to cover our estimated liability for this case, and have paid the final award in the nine months ended September 30, 2013. This matter is now concluded.

Hale Litigation: A purported class action lawsuit was filed on September 23, 2010 in the U.S. District Court in Abingdon, Virginia styled Hale v. CNX Gas Company, et. al. The lawsuit alleges that the plaintiff class consists of forced-pooled unleased gas owners whose gas ownership is in conflict, the Virginia Supreme Court and General Assembly have decided that coalbed methane (CBM) belongs to the owner of the gas estate, the Virginia Gas and Oil Act of 1990 unconstitutionally provides only a 1/8 net proceeds royalty to CBM owners for gas produced under the forced-pooled orders, and CNX Gas Company relied upon control of only the coal estate in force pooling the CBM notwithstanding decisions by the Virginia Supreme Court. The lawsuit seeks a judicial declaration of ownership of the CBM and that the entire net proceeds of CBM production (that is, the 1/8 royalty and the 7/8 of net revenues since production began) be distributed to the class members. The lawsuit also alleges CNX Gas Company failed to either pay royalties due to conflicting claimants, or deemed lessors or paid them less than required because of the alleged practice of improper below market sales and/or taking alleged improper post-production deductions. The Magistrate Judge issued a Report and Recommendation in which she recommended that the District Judge decide that the deemed lease provision of the Gas and Oil Act is constitutional as is the 1/8 royalty. The Magistrate Judge recommended against the dismissal of certain other claims. The District Judge affirmed the Magistrate Judge's recommendations in their entirety. An amended complaint was filed, which added additional allegations that include gas hedging receipts should have been used as the basis for royalty payments, severance tax should not be allowed as a post-production deduction from royalties, and damages incurred because gas was produced prior to the entry of pooling orders. A motion to dismiss the Amended Complaint was filed and denied. The Magistrate Judge issued a Report & Recommendation on June 5, 2013, recommending that the District Judge grant plaintiffs' Motion for Class Certification. CNX Gas Company filed its extensive Objections to the Report & Recommendation on July 3, 2013. The District Judge heard argument on the Objections on September 12, 2013, and on September 30, 2013, entered an Order overruling the Objections, adopting the Report & Recommendation and certifying the class with a modified class definition. CNX Gas believes this case cannot properly proceed as a Rule 23 class action and intends to appeal the class certification Order to the U.S. Court of Appeals for the Fourth Circuit. Discovery is proceeding in this litigation. CONSOL Energy believes that the case has meritorious defenses and intends to defend it vigorously. We have established an accrual to cover our estimated liability for this case. This accrual is immaterial to the overall financial position of CONSOL Energy and was included in Other Accrued Liabilities on the Consolidated Balance Sheet.

Addison Litigation: A purported class action lawsuit was filed on April 28, 2010 in the United States District Court in Abingdon, Virginia styled Addison v. CNX Gas Company, et al.  The lawsuit alleges that the plaintiff class consists of gas lessors whose gas ownership is in conflict. The lawsuit alleges that the Virginia Supreme Court and General Assembly have decided that the plaintiff owns the gas and is entitled to royalties held in escrow by the Commonwealth of Virginia or CNX Gas Company. The lawsuit also alleges CNX Gas Company failed to either pay royalties due these conflicting claimant lessors or paid them less than required because of the alleged practice of improper below market sales and/or taking alleged improper post-production deductions. Plaintiff seeks a declaratory judgment regarding ownership, an accounting and compensatory and punitive damages for breach of contract; conversion; negligence (voluntary undertaking) for improperly asserting that conflicting ownership exists, negligence (breach of duties as an operator); breach of fiduciary duties; and unjust enrichment. The Magistrate Judge issued a Report and Recommendation recommending dismissing some claims and allowing others to proceed. The District Judge affirmed the Magistrate Judge's recommendations in their entirety. An Amended Complaint was filed which added an additional allegation that gas hedging receipts should have been used as the basis for royalty payments. A motion to dismiss those claims was filed and was denied. The Magistrate Judge issued a Report & Recommendation on June 5, 2013, recommending that the District Judge grant plaintiffs' Motion for Class Certification. CNX Gas Company filed its extensive Objections to the Report & Recommendation on July 3, 2013. The District Judge heard argument on the Objections on September 12, 2013, and on September 30, 2013, entered an Order overruling the Objections, adopting the Report & Recommendation and certifying the class with a modified class definition. CNX Gas believes this case cannot properly proceed as a Rule 23 class action and intends to appeal the class certification Order to the U.S. Court of Appeals for the Fourth Circuit. Discovery is proceeding in this litigation. CONSOL Energy believes that the case has meritorious defenses and intends to defend it vigorously. We have established an accrual to cover our estimated liability for this case. This accrual is immaterial to the overall financial position of CONSOL Energy and was included in Other Accrued Liabilities on the Consolidated Balance Sheet.

CNX Gas Shareholders Litigation: CONSOL Energy was named as a defendant in four putative class actions brought by alleged shareholders of CNX Gas Corporation challenging the tender offer by CONSOL Energy to acquire all of the shares of


19


CNX Gas common stock that CONSOL Energy did not already own for $38.25 per share. The two cases filed in Pennsylvania Common Pleas Court have been stayed and the two cases filed in the Delaware Chancery Court have been consolidated under the caption In Re CNX Gas Shareholders Litigation (C.A. No. 5377-VCL).  (A third case filed in Delaware was voluntarily dismissed by the plaintiff in 2010.) All four actions generally allege that CONSOL Energy breached and/or aided and abetted in the breach of fiduciary duties purportedly owed to CNX Gas public shareholders, essentially alleging that the $38.25 per share price that CONSOL Energy paid to CNX Gas shareholders in the tender offer and subsequent short-form merger was unfair. Among other things, the actions sought a permanent injunction against or rescission of the tender offer, damages, and attorneys' fees and expenses. Following a mediation, the parties to the Delaware litigation have agreed in principle to a settlement and release of all of the claims of the plaintiff class (as defined in a January 20, 2011 order of certification) in exchange for defendants' agreement to establish a settlement fund in the amount of $42,730 for distribution to class members, of which CONSOL Energy is responsible for $19,200. On May 8, 2013, the parties executed and filed with the Court a Stipulation and Agreement of Compromise and Settlement. A Settlement Hearing was held by the Court on August 23, 2013, and the settlement was approved. There were no appeals, and the settlement was paid in October 2013.

The following lawsuits and claims include those for which a loss is reasonably possible, but not probable, and accordingly no accrual has been recognized.

The following royalty and land right lawsuits and claims include those for which a loss is reasonably possible, but not probable, and accordingly, no accrual has been recognized. These claims are influenced by many factors which prevent the estimation of a range of potential loss. These factors include, but are not limited to, generalized allegations of unspecified damages (such as improper deductions), discovery having not commenced or not having been completed, unavailability of expert reports on damages and non-monetary issues are being tried. For example, in instances where a gas lease termination is sought, damages would depend on speculation as to if and when the gas production would otherwise have occurred, how many wells would have been drilled on the lease premises, what their production would be, what the cost of production would be, and what the price of gas would be during the production period. An estimate is calculated, if applicable, when sufficient information becomes available.

Ratliff Litigation: On March 22, 2012, the Company was served with four complaints filed on May 31, 2011 by four individuals against Consolidation Coal Company (CCC), Island Creek Coal Company (ICCC), CNX Gas Company, subsidiaries of CONSOL Energy, as well as CONSOL Energy itself in the Circuit Court of Russell County, Virginia. The complaints seek damages and injunctive relief in connection with the deposit of water from mining activities at CCC's Buchanan Mine into nearby void spaces at some of the mines of ICCC. The suits allege damage to coal and coalbed methane and seek recovery in tort, contract and assumpsit (quasi-contract). The cases were removed to federal court, motions to dismiss were filed by CCC, and then were voluntarily dismissed by the plaintiffs. On January 30, 2013, the four plaintiffs filed a single consolidated complaint against the same defendants in the United States District Court for the Western District of Virginia, alleging the same damage and theories of recovery for storage of water in the mine voids ostensibly underlying their property. The suit seeks damages ranging from $4,000 to $8,000 plus punitive damages. Service was effected on April 1, 2013 by waiver. A Motion to Dismiss Plaintiffs' Complaint and, in the Alternative, Motion for More Definitive Statement was filed by the defendants on May 31, 2013. Plaintiffs' Response in opposition to the Motion to Dismiss was filed on June 20, 2013, and the defendants on July 1, 2013, filed their Reply to the Response. Plaintiffs filed a Sur Reply brief on July 8, 2013, for the first time arguing the interpretation of the Virginia Mine Void Statute urged by defendants was unconstitutional. Based on Plaintiffs’ challenge, the Court on August 1, 2013, entered a Certificate pursuant to 28 USC Section 2304 notifying the Virginia Attorney General that the Mine Void Statute had been called into question and advising the Commonwealth of its right to intervene in the proceedings for the limited purpose of addressing the constitutionality of the statute. To date, the Virginia Attorney General has not responded. CONSOL Energy intends to vigorously defend the suit.
 
Hall Litigation: A purported class action lawsuit was filed on December 23, 2010 styled Hall v. CONSOL Gas Company in Allegheny County Pennsylvania Common Pleas Court.  The named plaintiff is Earl D. Hall.  The purported class plaintiffs are all Pennsylvania oil and gas lessors to Dominion Exploration and Production Company, whose leases were acquired by CONSOL Energy.  The complaint alleges more than 1,000 similarly situated lessors.  The lawsuit alleges that CONSOL Energy incorrectly calculated royalties by (i) calculating line loss on the basis of allocated volumes rather than on a well-by-well basis, (ii) possibly calculating the royalty on the basis of an incorrect price, (iii) possibly taking unreasonable deductions for post-production costs and costs that were not arms-length, (iv) not paying royalties on gas lost or used before the point of sale, and (v) not paying royalties on oil production. The complaint also alleges that royalty statements were false and misleading.  The complaint seeks damages, interest and an accounting on a well-by-well basis. The case has been inactive since December 2011. CONSOL Energy believes that the case is without merit and intends to defend it vigorously. Consequently, we have not recognized any liability related to these actions.


20


    Kennedy Litigation: The Company is a party to a case filed on March 26, 2008 captioned Earl Kennedy (and others) v. CNX Gas Company and CONSOL Energy in the Court of Common Pleas of Greene County, Pennsylvania. The lawsuit alleges that CNX Gas Company and CONSOL Energy trespassed and converted gas and other minerals allegedly belonging to the plaintiffs in connection with wells drilled by CNX Gas Company. The complaint, as amended, seeks injunctive relief, including removing CNX Gas Company from the property, and compensatory damages of $20,000. The suit also sought to overturn existing law as to the ownership of coalbed methane in Pennsylvania, but that claim was dismissed by the court; the plaintiffs are seeking to appeal that dismissal. The suit also seeks a determination that the Pittsburgh 8 coal seam does not include the “roof/rider” coal. The court denied the plaintiff's summary judgment motion on that issue. The court held a bench trial on the “roof/rider” coal issue in November 2011 and ruled for CNX Gas Company and CONSOL Energy, holding that the “roof/rider” coal is included in the Pittsburgh 8 coal seam. The plaintiffs have indicated that they intend to appeal that decision. A trial on the issue of whether a drilling that deviates from the coal seam results in damage to the gas owner is anticipated for first quarter 2014. CNX Gas Company and CONSOL Energy believe this lawsuit to be without merit and intend to vigorously defend it. Consequently, we have not recognized any liability related to these actions.
Rowland Litigation: Rowland Land Company filed a complaint in May 2011 against CONSOL Energy, CNX Gas Company, Dominion Resources Inc., and EQT Production Company (EQT) in Raleigh County Circuit Court, West Virginia. Rowland is the lessor on a 33,000 acre oil and gas lease in southern West Virginia. EQT was the original lessee, but farmed out the development of the lease to Dominion Resources in exchange for an overriding royalty. Dominion Resources sold the indirect subsidiary that held the lease to a subsidiary of CONSOL Energy on April 30, 2010. Subsequent to that acquisition, the subsidiary that held the lease was merged into CNX Gas Company as part of an internal reorganization. Rowland alleges that (i) Dominion Resources' sale of the subsidiary to CONSOL Energy was a change in control that required its consent under the terms of the farmout agreement and lease, and/or (ii) the subsequent merger of the subsidiary into CNX Gas Company was an assignment that required its consent under the lease. Rowland has recently been permitted to file its Third Amended Complaint to include additional allegations that CONSOL Energy has slandered Rowland's title. A motion to dismiss will be filed. Initial mediation efforts have been unsuccessful. A Status Conference and hearing on pending discovery motions has been scheduled by the Court for November 6, 2013. CONSOL Energy believes that the case is without merit and intends to defend it vigorously. Consequently, we have not recognized any liability related to these actions.
Majorsville Storage Field Declaratory Judgment: On March 3, 2011, an attorney sent a letter to CNX Gas Company regarding certain leases that CNX Gas Company obtained from Columbia Gas in Greene County, Pennsylvania involving the Majorsville Storage Field. The letter was written on behalf of three lessors alleging that the leases totaling 525 acres are invalid and had expired by their terms. The plaintiffs' theory is that the rights of storage and production are severable under the leases. Ignoring the fact that the leases have been used for gas storage, they claim that since there has been no production or development of production, the right to produce gas expired at the end of the primary terms. On June 16, 2011, in the Court of Common Pleas of Greene County, Pennsylvania, the Company filed a declaratory judgment action, seeking to have a court confirm the validity of the leases. Discovery is proceeding in this litigation. We believe that we will prevail in this litigation based on the language of the leases and the current status of the law. Consequently, we have not recognized any liability related to these actions.
The following lawsuit and claims include those for which a loss is remote and accordingly, no accrual has been recognized, although if a non-favorable verdict were received the impact could be material.
Comer Litigation: In 2005, plaintiffs Ned Comer and others filed a purported class action lawsuit in the U.S. District Court for the Southern District of Mississippi against a number of companies in energy, fossil fuels and chemical industries, including CONSOL Energy styled, Comer, et al. v. Murphy Oil, et al. (Comer I). The plaintiffs, residents and owners of property along the Mississippi Gulf coast, alleged that the defendants caused the emission of greenhouse gases that contributed to global warming, which in turn caused a rise in sea levels and added to the ferocity of Hurricane Katrina, which combined to destroy the plaintiffs' property. The District Court dismissed the case and the plaintiffs appealed. The Circuit Court panel reversed and the defendants sought a rehearing before the entire court. A rehearing before the entire court was granted, which had the effect of vacating the panel's reversal, but before the case could be heard on the merits, a number of judges recused themselves and there was no longer a quorum. As a result, the District Court's dismissal was effectively reinstated. The plaintiffs asked the U.S. Supreme Court to require the Circuit Court to address the merits of their appeal. On January 11, 2011, the Supreme Court denied that request. Although that should have resulted in the dismissal being final, the plaintiffs filed a lawsuit on May 27, 2011, in the same jurisdiction against essentially the same defendants making nearly identical allegations as in the original lawsuit (Comer II). The trial court dismissed this case, and the dismissal was appealed. On May 14, 2013, a panel of the U.S. Court of Appeals for the Fifth Circuit affirmed, holding res judicata arising from Comer I bars the plaintiffs' claims in Comer II. On June 5, 2013, the Fifth Circuit issued its mandate. August 12, 2013, was the deadline by which Plaintiffs had to file a certiorari petition with the Supreme Court of the United States. They did not do so. This matter is now concluded.
       


21


At September 30, 2013, CONSOL Energy 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 table. These amounts represent the maximum potential total of future payments that we could be required to make under these instruments. These amounts have not been reduced for potential recoveries under recourse or collateralization provisions. Generally, recoveries under reclamation bonds would be limited to the extent of the work performed at the time of the default. No amounts related to these financial guarantees and letters of credit are recorded as liabilities on the financial statements. CONSOL Energy management believes that these guarantees will expire without being funded, and therefore the commitments will not have a material adverse effect on 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:
 
 
 
 
 
 
 
 
 
Employee-Related
$
190,358

 
$
71,624

 
$
118,734

 
$
—

 
$
—

Environmental
56,294

 
54,566

 
1,728

 
—

 
—

Other
83,246

 
34,488

 
48,758

 
—

 
—

Total Letters of Credit
329,898

 
160,678

 
169,220

 
—

 
—

Surety Bonds:
 
 
 
 
 
 
 
 
 
Employee-Related
204,884

 
204,884

 
—

 
—

 
—

Environmental
537,167

 
495,017

 
42,150

 
—

 
—

Other
31,955

 
31,719

 
235

 
—

 
1

Total Surety Bonds
774,006

 
731,620

 
42,385

 
—

 
1

Total Commitments
$
1,103,904

 
$
892,298

 
$
211,605

 
$
—

 
$
1


Employee-related financial guarantees have primarily been provided to support the United Mine Workers’ of America’s 1992 Benefit Plan and various state and federal workers’ compensation self-insurance programs. Environmental financial guarantees have primarily been provided to support various performance bonds related to reclamation and other environmental issues. Coal and Gas financial guarantees have primarily been provided to support various sales contracts. Other guarantees have also been extended to support insurance policies, legal matters, full and timely payments of mining equipment leases, and various other items necessary in the normal course of business.
CONSOL Energy and CNX Gas enter 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 on the Consolidated Balance Sheet. As of September 30, 2013, the purchase obligations for each of the next five years and beyond were as follows:
 
Obligations Due
Amount
Less than 1 year
$
393,709

1 - 3 years
253,025

3 - 5 years
189,138

More than 5 years
419,240

Total Purchase Obligations
$
1,255,112


Costs related to these purchase obligations include:
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
 
September 30,
 
September 30,
 
 
 
 
2013
 
2012
 
2013
 
2012
Major equipment purchases
 
 
 
$
8,990

 
$
59,799

 
$
57,571

 
$
104,980

Firm transportation expense
 
 
 
29,654

 
18,844

 
89,196

 
49,711

Gas drilling obligations
 
 
 
26,296

 
27,100

 
81,419

 
85,192

Other
 
 
 
—

 
65

 
—

 
492

Total costs related to purchase obligations
 
 
 
$
64,940

 
$
105,808

 
$
228,186

 
$
240,375

    
    


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NOTE 12—DERIVATIVE INSTRUMENTS:

CONSOL Energy enters into financial derivative instruments to manage our exposure to commodity price volatility. The fair value of CONSOL Energy's derivatives (natural gas price swaps) are based on intra-bank pricing models which utilize inputs that are either readily available in the public market, such as natural gas forward curves, or can be corroborated from active markets or broker quotes. These values are then compared to the values given by our counterparties for reasonableness. Changes in the fair value of the derivatives are recorded currently in earnings unless special hedge accounting criteria are met. For derivatives designated as fair value hedges, the changes in fair value of both the derivative instrument and the hedged item are recorded in earnings. For derivatives designated as cash flow hedges, the effective portions of changes in the fair value of the derivatives are reported in Other Comprehensive Income or Loss (OCI) on the Consolidated Balance Sheets and reclassified into Outside Sales on the Consolidated Statements of Income in the same period or periods which the forecasted transaction affects earnings. The ineffective portions of hedges are recognized in earnings in the current period. CONSOL Energy currently utilizes only cash flow hedges that are considered highly effective.

CONSOL Energy formally assesses both at inception of the hedge and on an ongoing basis whether each derivative is highly effective in offsetting changes in the fair values or the cash flows of the hedged item. If it is determined that a derivative is not highly effective as a hedge or if a derivative ceases to be a highly effective hedge, CONSOL Energy will discontinue hedge accounting prospectively.

CONSOL Energy is exposed to credit risk in the event of nonperformance 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 our counterparty master agreements currently require CONSOL Energy to post collateral for any of its hedges. However, as stated in the counterparty master agreements, if CONSOL Energy's obligations with one of its counterparties cease to be secured on the same basis as similar obligations with the other lenders under the credit facility, CONSOL Energy would have to post collateral for hedges in a liabilities position in excess of defined thresholds. All of our derivative instruments are subject to master netting arrangements with our counterparties.  CONSOL Energy recognizes all financial derivative instruments as either assets or liabilities at fair value on the Consolidated Balance Sheets on a gross basis.
 
                Each of CONSOL Energy's counterparty master agreements allows, in the event of default, the ability to elect early termination of outstanding contracts. If early termination is elected, CONSOL Energy and the applicable counterparty would net settle all open hedge positions.

CONSOL Energy has entered into swap contracts for natural gas to manage the price risk associated with the forecasted natural gas sales. The objective of these hedges is to reduce the variability of the cash flows associated with the forecasted sales from the underlying commodity. As of September 30, 2013, the total notional amount of the Company’s outstanding natural gas swap contracts was 216.5 billion cubic feet. These swap contracts are forecasted to settle through December 31, 2016 and meet the criteria for cash flow hedge accounting. As these contracts settle, the cash received and/or paid will be shown on the Consolidated Statements of Cash Flows as Changes in Prepaid Expenses, Changes in Other Assets, Changes in Other Operating Liabilities and/or Changes in Other Liabilities. Assuming no changes in price during the next twelve months, $44,438 of unrealized gain is expected to be reclassified from Other Comprehensive Income on the Consolidated Balance Sheets and into Outside Sales on the Consolidated Statements of Income, as a result of the gross settlements of cash flow hedges. No gains or losses have been reclassified into earnings as a result of the discontinuance of cash flow hedges.

The gross fair value at September 30, 2013 of CONSOL Energy's derivative instruments, which were all natural gas swaps and qualify as cash flow hedges, was an asset of $107,366 and a liability of $5,252. The total asset is comprised of $75,735 and $31,631 which were included in Prepaid Expense and Other Assets, respectively, on the Consolidated Balance Sheets. The total liability is comprised of $746 and $4,506 which were included in Other Accrued Liabilities and Other Liabilities, respectively, on the Consolidated Balance Sheets.

The gross fair value at December 31, 2012 of CONSOL Energy's derivative instruments, which were all natural gas swaps and qualify as cash flow hedges, was an asset of $135,969 and a liability of $7,024. The total asset is comprised of $80,057 and $55,912 which were included in Prepaid Expense and Other Assets, respectively, on the Consolidated Balance Sheets. The total liability is comprised of $970 and $6,054 which were included in Other Accrued Liabilities and Other Liabilities, respectively, on the Consolidated Balance Sheets.



23


The effect of derivative instruments in cash flow hedging relationships on the Consolidated Statements of Income and the Consolidated Statements of Stockholders' Equity were as follows:
 
 
 
For the Three Months Ended September 30,
 
2013
 
2012
Natural Gas Price Swaps
 
 
 
Beginning Balance – Accumulated OCI

$
71,674

 
$
132,731

Gain/(Loss) recognized in Accumulated OCI
$
13,246

 
$
(6,459
)
Less: Gain reclassified from Accumulated OCI into Outside Sales
$
24,354

 
$
47,809

Ending Balance – Accumulated OCI

$
60,566

 
$
78,463

Gain/(Loss) recognized in Outside Sales for ineffectiveness 
$
2,592

 
$
1,732


 
 
 
For the Nine Months Ended September 30,
 
2013
 
2012
Natural Gas Price Swaps
 
 
 
Beginning Balance – Accumulated OCI

$
76,761

 
$
151,780

Gain/(Loss) recognized in Accumulated OCI
$
40,400

 
$
80,280

Less: Gain reclassified from Accumulated OCI into Outside Sales
$
56,595

 
$
153,597

Ending Balance – Accumulated OCI

$
60,566

 
$
78,463

Gain/(Loss) recognized in Outside Sales for ineffectiveness 
$
(120
)
 
$
1,778


There were no amounts excluded from the assessment of hedge effectiveness in 2013 or 2012.

NOTE 13—FAIR VALUE OF FINANCIAL INSTRUMENTS:

The financial instruments measured at fair value on a recurring basis are summarized below:
 
Fair Value Measurements at September 30, 2013
 
Fair Value Measurements at December 31, 2012
Description
Quoted Prices in
Active Markets
for Identical
Liabilities
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Quoted Prices in
Active Markets
for Identical
Liabilities
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Gas Cash Flow Hedges
$
—

 
$
102,114

 
$
—

 
$
—

 
$
128,945

 
$
—


The following methods and assumptions were used to estimate the fair value for which the fair value option was not elected:

Cash and cash equivalents: The carrying amount reported in the balance sheets for cash and cash equivalents approximates its fair value due to the short-term maturity of these instruments.

Restricted cash: The carrying amount reported in the balance sheets for restricted cash approximates its fair value due to the short-term maturity of these instruments.

Short-term notes payable: The carrying amount reported in the balance sheets for short-term notes payable approximates its fair value due to the short-term maturity of these instruments.

Borrowings under Securitization Facility: The carrying amount reported in the balance sheets for borrowings under the securitization facility approximates its fair value due to the short-term maturity of these instruments.

Long-term debt: The fair value of long-term debt is measured using unadjusted quoted market prices or estimated using discounted cash flow analyses. The discounted cash flow analyses are based on current market rates for instruments with similar cash flows.



24


The carrying amounts and fair values of financial instruments for which the fair value option was not elected are as follows:
 
September 30, 2013
 
December 31, 2012
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Cash and Cash Equivalents
$
21,086

 
$
21,086

 
$
21,878

 
$
21,878

Restricted Cash (a)
$
12,263

 
$
12,263

 
$
68,673

 
$
68,673

Short-Term Notes Payable
$
(47,000
)
 
$
(47,000
)
 
$
(25,073
)
 
$
(25,073
)
Borrowings Under Securitization Facility
$
(44,364
)
 
$
(44,364
)
 
$
(37,846
)
 
$
(37,846
)
Long-Term Debt
$
(3,128,361
)
 
$
(3,320,618
)
 
$
(3,129,017
)
 
$
(3,378,058
)

(a) The 2013 restricted cash balance of $12,263 was included in current assets of the Consolidated Balance Sheet. The 2012 restricted cash balance includes $48,294 and $20,379 included in current assets and other assets of the Consolidated Balance Sheet, respectively.

NOTE 14—SEGMENT INFORMATION:
CONSOL Energy has two principal business divisions: Coal and Gas. The principal activities of the Coal division are mining, preparation and marketing of thermal coal, sold primarily to power generators, and metallurgical coal, sold to metal and coke producers. The Coal division includes four reportable segments. These reportable segments are Thermal, Low Volatile Metallurgical, High Volatile Metallurgical and Other Coal. Each of these reportable segments includes a number of operating segments (mines or type of coal sold). For the nine months ended September 30, 2013, the Thermal aggregated segment includes the following mines: Bailey, Blacksville #2, Enlow Fork, Fola Complex, Loveridge, McElroy, Miller Creek Complex, Robinson Run and Shoemaker. For the nine months ended September 30, 2013, the Low Volatile Metallurgical aggregated segment includes the Buchanan Mine and Amonate Complex. For the nine months ended September 30, 2013, the High Volatile Metallurgical aggregated segment includes: Bailey, Blacksville #2, Enlow Fork, Fola Complex, Loveridge and Robinson Run coal sales. The Other Coal segment includes our purchased coal activities, idled mine activities, general and administrative activities as well as various other activities assigned to the Coal division but not allocated to each individual mine. The principal activity of the Gas division is to produce pipeline quality natural gas for sale primarily to gas wholesalers. The Gas division includes four reportable segments. These reportable segments are Coalbed Methane, Marcellus, Shallow Oil and Gas and Other Gas. The Other Gas segment includes our purchased gas activities, general and administrative activities as well as various other activities assigned to the Gas division but not allocated to each individual well type. CONSOL Energy’s All Other segment includes terminal services, river and dock services, industrial supply services, general and administrative activities and other business activities. Intersegment sales have been recorded at amounts approximating market. Operating profit for each segment is based on sales less identifiable operating and non-operating expenses. Assets are reflected at the division level only (coal, gas and other) and are not allocated between each individual segment. This presentation is consistent with the information regularly reviewed by the chief operating decision maker. The assets are not allocated to each individual segment due to the diverse asset base controlled by CONSOL Energy where each individual asset may service more than one segment within the division. An allocation of such asset base would not be meaningful or representative on a segment by segment basis.
Annually, the preparation of our gas reserve estimates are completed in accordance with CONSOL Energy's prescribed internal control procedures, which include verification of input data into a gas reserve forecasting and economic evaluation software, as well as multi-functional management review. The input data verification includes reviews of the price and cost assumptions 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 petroleum engineer with over 10 years of experience in the oil and gas industry. Our 2012 gas reserve results, which are reported in the Supplemental Gas Data year ended December 31, 2012 Form 10-K, were audited by Netherland Sewell. The technical person primarily responsible for overseeing the audit of our reserves is a registered professional engineer in the state of Texas with over 14 years of experience in the oil and gas industry.


25


Industry segment results for the three months ended September 30, 2013 are:
 
 
Thermal
 
Low Volatile
Metallurgical
 
High Volatile
Metallurgical
 
Other
Coal
 
Total Coal
 
Coalbed
Methane
 
Marcellus
Shale
 
Shallow Oil and Gas
 
Other
Gas
 
Total
Gas
 
All
Other
 
Corporate,
Adjustments
&
Eliminations
 
Consolidated
 
Sales—outside
$
753,692

 
$
98,232

 
$
29,608

 
$
7,470

 
$
889,002

 
$
83,269

 
$
72,406

 
$
32,957

 
$
4,150

 
$
192,782

 
$
78,330

 
$
—

 
$
1,160,114

(A)
Sales—purchased gas
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
1,608

 
1,608

 
—

 
—

 
1,608

  
Sales—gas royalty interests
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
15,506

 
15,506

 
—

 
—

 
15,506

  
Freight—outside
—

 
—

 
—

 
11,563

 
11,563

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
11,563

  
Intersegment transfers
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
601

 
601

 
32,213

 
(32,814
)
 
—

  
Total Sales and Freight
$
753,692

 
$
98,232

 
$
29,608

 
$
19,033

 
$
900,565

 
$
83,269

 
$
72,406

 
$
32,957

 
$
21,865

 
$
210,497

 
$
110,543

 
$
(32,814
)
 
$
1,188,791

  
Earnings (Loss) Before Income Taxes
$
128,112

 
$
21,295

 
$
6,466

 
$
(70,068
)
 
$
85,805

 
$
20,909

 
$
27,941

 
$
(2,124
)
 
$
(48,593
)
 
$
(1,867
)
 
$
(6,991
)
 
$
(66,373
)
 
$
10,574

(B)
Segment assets
 
 
 
 
 
 
 
 
$
5,792,969

 
 
 
 
 
 
 
 
 
$
5,994,072

 
$
356,848

 
$
593,183

 
$
12,737,072

(C)
Depreciation, depletion and amortization
 
 
 
 
 
 
 
 
$
104,530