RELATED PARTY TRANSACTIONS:

During the three and nine months ended September 30, 2017 and 2016 and the year ended December 31, 2016, the Company’s related parties included ParentCo and its subsidiaries.

The unaudited Combined Statements of Income include expense allocations for certain corporate functions historically performed by ParentCo, including allocations of stock-based compensation and general corporate expenses related to legal, treasury, human resources, information technology and other administrative services. Those allocations, which are included in Selling, General and Administrative Costs in the unaudited Combined Statements of Income, were based primarily on specific identification, head counts and coal tons produced. Also, ParentCo used centralized cash management activities at ParentCo for collections and payments related to normal course of business accounts receivable and payments for goods and services. The balance of any receivable/payable from ParentCo and other affiliates are presented as contributions/distributions in these unaudited Combined Financial Statements.

The Company believes that transactions with related parties, other than certain transactions with ParentCo related to administrative services, were conducted on terms comparable to those with unrelated parties and would not have been materially different had they been calculated on a stand-alone basis. However, such expenses may not be indicative of the actual level of expense that the Company would have incurred if it had operated as an independent, publicly-traded company or of the costs expected to be incurred in the future. It would be impracticable to estimate what the costs related to administrative services provided by ParentCo would have been with an unrelated third party.

In September 2016, CCR and its wholly owned subsidiary, CONSOL Thermal Holdings LLC (CONSOL Thermal), entered into a Contribution Agreement with ParentCo, Consol Pennsylvania Coal Company LLC and Conrhein Coal Company (the Contributing Parties) under which CONSOL 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) CCR's issuance of 3,956,496 Class A Preferred Units representing limited partner interests in CCR 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 CCR’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 October 2017, ParentCo elected to have the 3,956,496 Class A Preferred Units, representing its limited partner interest in CCR, converted into an equal number of Common Units under the terms of the Second Amended and Restated Agreement of Limited Partnership of CCR.

In connection with the PAMC acquisition, in September 2016, CCR's general partner and CCR entered into the First Amended and Restated Omnibus Agreement (the “Amended Omnibus Agreement”) with ParentCo and certain of its subsidiaries. Under the Amended Omnibus Agreement, ParentCo indemnified CCR for certain liabilities. The Amended Omnibus Agreement also amended CCR’s obligations to ParentCo 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 CCR by ParentCo.

Charges for services from ParentCo include the following:



	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2017		2016		2017		2016
Operating and Other Costs	$	850	$	854	$	2,589	$	3,390
Selling, General and Administrative Expenses	834		856		2,288		3,090
Total Services from ParentCo	$	1,684	$	1,710	$	4,877	$	6,480

At September 30, 2017 and December 31, 2016, CCR had a net payable to ParentCo in the amount of $1,906 and $1,666, respectively. This payable includes reimbursements for business expenses, executive fees, stock-based compensation and other items under the omnibus agreement.