NOTE 25—RELATED PARTY TRANSACTIONS

CONE Gathering LLC and CONE Midstream Partners LP

In September 2011, CNX Gas Company, a wholly owned subsidiary of CONSOL Energy, and Noble Energy, Inc. (Noble Energy), an unrelated third party, formed CONE Gathering LLC (CONE) to develop and operate each company's gas gathering system needs in the Marcellus Shale play. CONSOL Energy accounts for CNX Gas Company's 50% ownership interest in CONE under the equity method of accounting.

In May 2014, CONSOL Energy and Noble Energy (collectively, “the Sponsors”) formed CONE Midstream Partners LP (the Partnership), a master limited partnership, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service each company’s production in the Marcellus Shale in Pennsylvania and West Virginia. The Partnership's general partner is CONE Midstream GP LLC, a wholly owned subsidiary of CONE.

In September 2014, the Partnership closed its initial public offering of 20,125,000 common units representing limited partnership interests, which included a 2,625,000 common unit over-allotment option that was exercised in full by the underwriters. Following the IPO, CONE had a 2% general partner interest in the Partnership, while each sponsor had a 32.1% limited partner interest. CNX Gas Company accounts for its portion of the earnings in the Partnership under the equity method of accounting.

In November 2016, the Partnership acquired from CONE an additional 25% ownership interest in CONE Midstream DevCo I LP, commonly referred to as the “Anchor Systems.” The transaction included a total purchase consideration of $248,000, comprised of $140,000 in cash and issuance of approximately 5,200,000 common limited partnership units to the Sponsors. Following the acquisition, CONE continues to have a 2% general partner interest in the Partnership, while each Sponsor’s limited partner interest increased to 33.5%. At December 31, 2016, CNX Gas Company and Noble Energy each continue to own a 50% interest in the assets of CONE that were not contributed to the Partnership.

The following is a summary of the Company's Investment in Affiliates balances included within the Consolidated Balance Sheets associated with CONE and the Partnership, respectively:



	CONE			The Partnership			Total
Balance at December 31, 2014	$	94,467		$	4,883		$	99,350
Equity in Earnings	20,916			22,883			43,799
Additional Contributions	87,187			—			87,187
Distribution of Earnings	—			(16,719		)	(16,719		)
Balance at December 31, 2015	202,570			11,047			213,617
Equity in Earnings	17,112			31,148			48,260
Additional Contributions	4,621			—			4,621
Distribution of Earnings	(8,224		)	(19,066		)	(27,290		)
Funds received on dropdown transaction	(70,000		)	—			(70,000		)
Basis differential	4,996			(4,996		)	—
Balance at December 31, 2016	$	151,075		$	18,133		$	169,208

The following transactions were included within Miscellaneous Other Income and Transportation, Gathering and Compression within the Consolidated Statements of Income:



	For the Years Ended December 31,
	2016		2015		2014
Miscellaneous Other Income:
Equity in Earnings of Affiliates - CONE	$	17,112	$	20,916	$	25,521
Equity in Earnings of Affiliates - the Partnership	$	31,148	$	22,883	$	4,286

Transportation, Gathering and Compression:
Gathering Services - CONE	$	706	$	1,077	$	219
Gathering Services - the Partnership	$	123,020	$	104,291	$	65,365

At December 31, 2016 and December 31, 2015, CONSOL Energy had a net payable of $5,815 and $12,216, respectively, due to both the Partnership and CONE primarily for accrued but unpaid gathering services. Additionally, during the year ended December 31, 2015, CONSOL Energy purchased $2,239 of supply inventory from the Partnership. CONSOL Energy did not have any supply inventory purchases from the Partnership during the year ended December 31, 2016.

CNX Coal Resources LP

In July 2015, CNX Coal Resources LP (CNXC) closed its initial public offering of 5,000,000 common units representing limited partnership interests at a price to the public of $15.00 per unit. Additionally, Greenlight Capital entered into a common unit purchase agreement with CNXC pursuant to which Greenlight Capital agreed to purchase, and CNXC agreed to sell, 5,000,000 common units at a price per unit equal to $15.00, which equates to $75,000 in net proceeds. CNXC's general partner is CNX Coal Resources GP, a wholly owned subsidiary of CONSOL Energy. The underwriters of the IPO filing exercised an over-allotment option of 561,067 common units to the public at $15.00 per unit.

In connection with the Initial Public Offering (IPO), CNXC entered into a $400,000 senior secured revolving credit facility with certain lenders and PNC Bank, National Association (PNC), as administrative agent. Obligations under the revolving credit facility are guaranteed by CNXC's subsidiaries (the guarantor subsidiaries) and are secured by substantially all of CNXC's and CNXC's subsidiaries' assets pursuant to a security agreement and various mortgages. Under the new revolving credit facility, CNXC made an initial draw of $200,000, and after origination fees of $3,000, the net proceeds were $197,000.

The total net proceeds related to these transactions that were distributed to CONSOL Energy were $342,711.

In September 2016, CNXC and its wholly owned subsidiary, CNX Thermal Holdings LLC (CNX Thermal), entered into a Contribution Agreement with CONSOL Energy, CONSOL Pennsylvania Coal Company LLC and Conrhein Coal Company (the Contributing Parties) under which CNX Thermal acquired an additional 5% undivided interest in and to the Pennsylvania Mine Complex, in exchange for (i) cash consideration in the amount of $21,500 and (ii) CNXC's issuance of 3,956,496 Class A Preferred Units representing limited partner interests in CNXC at an issue price of $17.01 per Class A preferred Unit (the "Class A Preferred Unit Issue Price"), or an aggregate $67,300 in equity consideration. The Class A Preferred Unit Issue Price was calculated as the volume-weighted average trading price of CNXC's common units (the "Common Units") over the trailing 15-day trading period ending on September 29, 2016 (or $14.79 per unit), plus a 15% premium.

In connection with the PA Mining acquisition, in September 2016, the General Partner and CNXC entered into the First Amended and Restated Omnibus Agreement (the "Amended Omnibus Agreement") with CONSOL Energy and certain of its subsidiaries. Under the Amended Omnibus Agreement, CONSOL Energy indemnified CNXC for certain liabilities. The Amended Omnibus Agreement also amended CNXC's obligations to CONSOL Energy with respect to the payment of an annual administrative support fee and reimbursement for the provisions of certain management and operating services provided, in each case to reflect structural changes in how those services are provided to CNXC by CONSOL Energy.

Charges for services from CONSOL Energy include the following:



	For the Years Ended December 31,
	2016		2015		2014
Operating and Other Costs	$	4,251	$	6,793	$	6,707
Selling, General and Administrative Expenses	3,826		8,926		11,384
Total Services from CONSOL Energy	$	8,077	$	15,719	$	18,091

At December 31, 2016 and December 31, 2015, CNXC had a net payable to CONSOL Energy in the amount of $1,666 and $4,310, respectively. This payable includes reimbursements for business expenses, executive fees, stock-based compensation and other items under the omnibus agreement.