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•	deterioration in economic conditions in any of the industries in which our customers operate may decrease demand for our products, impair our ability to collect customer receivables and impair our ability to access capital;

•

prices for natural gas, natural gas liquids and coal are volatile and can fluctuate widely based upon a number of factors beyond our control including oversupply relative to the demand available for our products, weather and the price and availability of alternative fuels. An extended decline in the prices we receive for our natural gas, natural gas liquids and coal affecting our operating results and cash flows;

•	foreign currency fluctuations could adversely affect the competitiveness of our coal abroad;

•	our customers extending existing contracts or entering into new long-term contracts for coal;

•	our reliance on major customers;

•	our inability to collect payments from customers if their creditworthiness declines;

•	the disruption of rail, barge, gathering, processing and transportation facilities and other systems that deliver our natural gas and coal to market;

•	a loss of our competitive position because of the competitive nature of the natural gas and coal industries, or a loss of our competitive position because of overcapacity in these industries impairing our profitability;

•	coal users switching to other fuels in order to comply with various environmental standards related to coal combustion emissions;

•	the impact of potential, as well as any adopted regulations relating to greenhouse gas emissions on the demand for natural gas and coal;

•	the risks inherent in natural gas and coal operations, including our reliance upon third party contractors, being subject to unexpected disruptions, including geological conditions, equipment failure, timing of completion of significant

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•	decreases in the availability of, or increases in, the price of commodities or capital equipment used in our mining operations;

•	obtaining and renewing governmental permits and approvals for our natural gas and coal operations;

•	the effects of government regulation on the discharge into the water or air, and the disposal and clean-up of, hazardous substances and wastes generated during our natural gas and coal operations;

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

•	the effects of stringent federal and state employee health and safety regulations, including the ability of regulators to shut down a mine;

•	the potential for liabilities arising from environmental contamination or alleged environmental contamination in connection with our past or current gas and coal operations;

•	the effects of mine closing, reclamation, gas well closing and certain other liabilities;

•	uncertainties in estimating our economically recoverable gas, oil and coal reserves;

•	defects may exist in our chain of title and we may incur additional costs associated with perfecting title for gas rights on some of our properties or failing to acquire these additional rights may result in a reduction of our estimated reserves;

•	the outcomes of various legal proceedings, which are more fully described in our reports filed under the Securities Exchange Act of 1934;

•	increased exposure to employee-related long-term liabilities;

•	lump sum payments made to retiring salaried employees pursuant to our defined benefit pension plan exceeding total service and interest cost in a plan year;

•	acquisitions that we recently have completed or may make in the future including the accuracy of our assessment of the acquired businesses and their risks, achieving any anticipated synergies, integrating the acquisitions and unanticipated changes that could affect assumptions we may have made and divestitures we anticipate may not occur or produce anticipated proceeds;

•	the terms of our existing joint ventures restrict our flexibility, actions taken by the other party in our gas joint ventures may impact our financial position and various circumstances could cause us not to realize the benefits we anticipate receiving from these joint ventures;

•	risks associated with our debt;

•	replacing our gas and oil reserves, which if not replaced, will cause our gas and oil reserves and production to decline;

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

•	changes in federal or state income tax laws, particularly in the area of percentage depletion and intangible drilling costs, could cause our financial position and profitability to deteriorate;

•	failure to appropriately allocate capital and other resources among our strategic opportunities may adversely affect our financial condition;

•	failure by Murray Energy to satisfy liabilities it acquired from us, or failure to perform its obligations under various arrangements, which we guaranteed, could materially or adversely affect our results of operations, financial position, and cash flows;

•	information theft, data corruption, operational disruption and/or financial loss resulting from a terrorist attack or cyber incident;

•	operating in a single geographic area;

•	our inability to complete the proposed initial public offerings of a master limited partnership (MLP) owning certain of our thermal coal assets or a subsidiary owning certain of our metallurgical coal asset (Metco) on the terms currently contemplated; and

•	other factors discussed in this 2014 Form 10-K under “Risk Factors,” as updated by any subsequent Form 10-Qs, which are on file at the Securities and Exchange Commission.

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ITEM 1.	Business

•	Total production of 645,792 Mcfe per day, an increase of 37% over 2013;

•	92% Natural Gas, 8% Liquids; and

•	47% Marcellus, 34% coalbed methane, 7% Utica, and 12% other.

•	6.8 Tcfe of proved reserves;

•	92.5% natural gas;

•	46.9% proved developed;

•	71.9% operated; and

•	A reserve life ratio of 28.97 years (based on 2014 production).

•	Underground mining complexes are among the safest in the United States of America;

•	Production of 32.2 million tons of coal from continuing operations;

•	Coal reserve holdings of 3.2 billion tons;

•	5% of coal sales delivered to export markets;

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•	72% of coal sales to domestic utilities; and

•	Harvey Mine in southwest Pennsylvania came on-line in March 2014.

•	Safety,

•	Compliance, and

•	Continuous Improvement.

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•	44 wells in Southwestern Pennsylvania,

•	10 wells in Central Pennsylvania,

•	23 wells in Northern West Virginia,

•	1 well drilled in Ohio in the wet gas area of the play, and

•	91 wells drilled by Noble Energy in the wet gas area of the play.

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(1)

Net acres include acreage attributable to our working interests in the properties. Additional adjustments (either increases or decreases) may be required as we further develop title to and further confirm our rights with respect to our various properties in anticipation of development. We believe that our assumptions and methodology in this regard are reasonable. See Risk Factors in Section 1A of this Form 10-K.

(2)

Acreage amounts are shown under the target strata CONSOL Energy expects to produce, although the reported acres may include rights to multiple gas seams (CBM, Utica, Marcellus, etc.). We have reviewed our drilling plans, our acreage rights and used our best judgment to reflect the acres in the strata we expect to produce. As more information is obtained or circumstances change, the acreage classification may change.

(1)

Net acres include acreage attributable to our working interests in the properties. Additional adjustments (either increases or decreases) may be required as we further develop title to and further confirm our rights with respect to our various properties in anticipation of development. We believe that our assumptions and methodology in this regard are reasonable. See Risk Factors in Section 1A of this Form 10-K.

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(a)	For additional information on our reserves, see “Other Supplemental Information–Supplemental Gas Data (unaudited) to the Consolidated Financial Statements in Item 8 of this Form 10-K.

(1)

We calculate our present value at 10% (PV-10) in accordance with the following table. Management believes that the presentation of the non-Generally Accepted Accounting Principle (GAAP) financial measure of PV-10 provides useful information to investors because it is widely used by professional analysts and sophisticated investors in evaluating oil and gas companies. Because many factors that are unique to each individual company impact the amount of future income taxes estimated to be paid, the use of a pre-tax measure is valuable when comparing companies based on reserves. PV-10 is not a measure of the financial or operating performance under GAAP. PV-10 should not be considered as an alternative to the standardized measure as defined under GAAP. We have included a reconciliation of the most directly comparable GAAP measure-after-tax discounted future net cash flows.

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(1)

The heat value shown for Assigned Operating reserves is based on the quality of coal mined and processed during the year ended December 31, 2014. The heat values shown for Accessible Reserves are based on as received, dry values obtained from drill hole analyses, adjusted for moisture, and prorated by the associated Assigned Operating product values to account for similar mining and processing methods.

(2)

Recoverable reserves are calculated based on the area in which mineable coal exists, coal seam thickness, and average density determined by laboratory testing of drill core samples. This calculation is adjusted to account for coal that will not be recovered during mining and for losses that occur if the coal is processed after mining. Reserve calculations do not include adjustments for moisture that may be added during mining or processing, nor do the calculations include adjustments for dilution from rock lying above or below the coal seam. Reserves are reported only for those coal seams that are controlled by ownership or leases.

(3)	A portion of these reserves contain metallurgical qualities and are currently being sold on the metallurgical market.

(4)

The table excludes both 55.0 million tons of recoverable reserves held by an equity affiliate of which CONSOL Energy owns a 49% interest and approximately 118.8 million tons of reserves at December 31, 2014 that are assigned to projects that have not produced coal in 2014. These assigned reserves are in the Northern Appalachia (Pennsylvania, Ohio and Northern West Virginia), Central Appalachia (Virginia and Southern West Virginia) and Western U.S. (Utah) and are approximately 71% owned and 29% leased.

(1)

The heat value estimates for Northern Appalachian and Central Appalachian Unassigned coal reserves include adjustments for moisture that may be added during mining or processing as well as for dilution by rock lying above or below the coal seam. The mining and processing methods currently in use, are used for these estimates. The heat value estimates for the Illinois Basin, unassigned reserves are based primarily on exploration drill core data that may not include adjustments for moisture added during mining or processing or for dilution by rock lying above or below the coal seam.

(2)

Recoverable reserves are calculated based on the area in which mineable coal exists, coal seam thickness, and average density determined by laboratory testing of drill core samples. This calculation is adjusted to account for coal that will not be recovered during mining and for losses that occur if the coal is processed after mining. Reserve calculations do not include adjustment for moisture that may be added during mining or processing, nor do the calculations include adjustments for dilution from rock lying above or below the coal seam. Reserves are only reported for those coal seams that are controlled by ownership or leases.

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•	Fixed price contracts with pre-established prices;

•	Periodically negotiated prices that reflect market conditions at the time;

•	Price restricted to an agreed-upon percentage increase or decrease; or

•	Base-price-plus-escalation methods which allow for periodic price adjustments based on inflation indices, or other negotiated indices.

•	the price of competing coal and alternative fuel supplies, including nuclear, natural gas, oil and

•	environmental and government regulation;

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•	coal quality;

•	transportation costs from the mine to the customer;

•	the reliability of fuel supply;

•	worldwide demand for steel;

•	natural/weather disasters; and

•	political changes in international governments.

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•	the caching of additional supplies of self-contained self-rescuer (SCSR) devices underground;

•	the purchase and installation of electronic communication and personal tracking devices underground;

•	the placement of refuge chambers, which are structures designed to provide refuge for groups of miners during a mine emergency when evacuation from the mine is not possible, which will provide breathable air for 96 hours;

•	the replacement of existing seals in worked-out areas of mines with stronger seals;

•	the purchase of new fire resistant conveyor belting underground;

•	additional training and testing that creates the need to hire additional employees; and

•	more stringent rock dusting requirements.

•	current and former coal miners totally disabled from black lung disease;

•	certain survivors of a miner who dies from black lung disease or pneumoconiosis; and

•

a trust fund for the payment of benefits and medical expenses to claimants whose last mine employment was before January 1, 1970, where no responsible coal mine operator has been identified for claims (where a miner's last coal employment was after December 31, 1969), or where the responsible coal mine operator has defaulted on the payment of such benefits. The trust fund is funded by an excise tax on U.S. production of up to $1.10 per ton for deep mined coal and up to $0.55 per ton for surface-mined coal, neither amount to exceed 4.4% of the gross sales price.

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ITEM 1A.	Risk Factors

•	demand for natural gas and electricity in the United States is impacted by industrial production, which if weakened would negatively impact the revenues, margins and profitability of our natural gas and thermal coal business;

•	demand for metallurgical coal depends on steel demand in the United States and globally, which if weakened would negatively impact the revenues, margins and profitability of our metallurgical coal business including our ability to sell our thermal coal as higher-priced high volatile metallurgical coal;

•	the tightening of credit or lack of credit availability to our customers could adversely affect our ability to collect our trade receivables and the amount of receivables eligible for sale pursuant to our accounts receivable securitization facility may decline; and

•	our ability to access the capital markets may be restricted at a time when we would like, or need, to raise capital for our business including for exploration and/or development of our gas or coal reserves.

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•	changes in the consumption pattern of industrial consumers, electricity generators and residential users;

•	weather conditions in our markets which affect the demand for natural gas and thermal coal (for example, the unusually warm 2011 - 2012 winter left utilities with large coal stockpiles and depressed the demand for thermal coal);

•	proximity and capacity of gas pipelines and other transportation facilities;

•	the price and availability of alternative fuels, especially thermal coal; the price and supply of imported liquefied natural gas; and

•	increased utilization by the steel industry of electric arc furnaces or pulverized coal processes to make steel which do not use furnace coke, an intermediate product produced from metallurgical coal, decreases the demand for metallurgical coal.

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•	unexpected drilling conditions;

•	title problems;

•	pressure or irregularities in geologic formations;

•	equipment failures or repairs;

•	fires, explosions or other accidents;

•	adverse weather conditions;

•	reductions in natural gas prices;

•	security breaches or terroristic acts;

•	pipeline ruptures;

•	lack of adequate capacity for treatment or disposal of waste water generated in drilling, completion and production operations;

•	environmental contamination from surface spillage of fluids used in well drilling, completion or operation including fracturing fluids used in hydraulic fracturing of wells, or other contamination of groundwater or the environment resulting from our use of such fluids; and

•	unavailability or high cost of drilling rigs, other field services and equipment.

•	variations in thickness of the layer, or seam, of coal;

•	amounts of rock and other natural materials intruding into the coal seam and other geological conditions that could affect the stability of the roof and the side walls of the mine;

•	equipment failures or repairs;

•	fires, explosions or other accidents;

•	weather conditions; and

•	security breaches or terroristic acts.

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•	geological conditions;

•	changes in governmental regulations and taxation;

•	the amount and timing of actual production;

•	assumptions governing future prices;

•	future operating costs; and

•	capital costs of drilling, completion and gathering assets.

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•	postretirement medical and life insurance ($761 million);

•	coal workers' black lung benefits ($126 million);

•	salaried retirement benefits ($119 million); and

•	workers' compensation ($90 million).

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•	uncertainties in assessing the value, strengths, and potential profitability of, and identifying the extent of all weaknesses, risks, contingent and other liabilities (including environmental liabilities) of expansion and acquisition opportunities

•	the potential loss of key customers, management and employees of an acquired business;

•	the ability to achieve identified operating and financial synergies anticipated to result from an expansion or an acquisition opportunity:

•	the potential revision of assumptions regarding gas reserves as we acquire more knowledge by operating an acquired gas business:

•	problems that could arise from the integration of the acquired business;

•	unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying our rationale for pursuing the expansion or the acquisition opportunity; and

•	we may have to assume cleanup or reclamation obligations or other unanticipated liabilities in connection with these acquisitions.

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•	increasing our vulnerability to general adverse economic and industry conditions;

•	requiring us to dedicate a substantial portion of our cash flow from operations to the payment of interest and principal due under our outstanding debt, which will limit our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions, development of our gas and coal reserves or other general corporate requirements;

•	limiting our flexibility in planning for, or reacting to, changes in our business and in the coal and gas industries;

•	placing us at a competitive disadvantage compared to our competitors with lower leverage and better access to capital resources; and

•	limiting our ability to implement our business strategy, including the structuring and formation of a master limited partnership for our thermal coal business and a subsidiary entity for the purpose of owning the metallurgical coal properties and related mining operations.

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•	our production is less than expected;

•	the counterparties to our contracts fail to perform the contracts; or

•	the creditworthiness of our counterparties or their guarantors is substantially impaired.

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ITEM 1B.	Unresolved Staff Comments

ITEM 2.	Properties

ITEM 3.	Legal Proceedings

ITEM 4.	Mine Safety and Health Administration Safety Data

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ITEM 5.	Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

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ITEM 6.	Selected Financial Data

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(A)	Represents average net sales price including the effect of derivative transactions.

(B)	Represents proved developed and undeveloped gas reserves at period end.

(C)	Includes sales of coal produced by CONSOL Energy and purchased from third parties. Of the tons sold, CONSOL Energy purchased the following amount from third parties: 0.2 million tons, 0.6 million tons, 0.5 million tons, 0.6 million tons, and 0.2 million tons for the years ended December 31, 2014, 2013, 2012, 2011 and 2010, respectively.

(D)	Represents proven and probable coal reserves at period end, excluding equity affiliates.

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ITEM 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations

•	Record total gas production of 235.7 Bcfe in 2014, 37% higher than 2013.

•	Record Marcellus Shale production of 111.7 Bcfe in 2014, 93% higher than 2013.

•

On December 29, 2014 CNX Gas Company LLC, a wholly-owned subsidiary of CONSOL Energy, finalized an agreement with Columbia Energy Ventures to sublease approximately 20,600 acres of Utica Shale gas rights in Greene and Washington Counties in Pennsylvania, and Marshall and Ohio Counties in West Virginia. Consideration of up to $96,106 will be paid by CONSOL Energy over the next five years as drilling occurs.

•

CONSOL received $411,596 in cash proceeds from the sales of assets which resulted in a gain on sale of $43,601. These sales included several non-core business assets: our industrial supplies subsidiary, coal reserves in the Illinois Basin, surface properties in Illinois, a 50% interest in an equity affiliate and a 50% interest in Utica Shale acres to our joint venture partner, Noble Energy. See Note 3 - Acquisitions and Dispositions in the Notes to Audited Consolidated Financial Statements in Item 8 of this Form 10-K for more information.

•	On September 30, 2014, CONE Midstream Partners, LP (the Partnership) closed its initial public offering of 20,125,000 common units representing limited partnership interests at a price to the public of $22.00 per unit. Of the proceeds received, $204 million was distributed to CNX Gas Company LLC.

•	Harvey Mine began longwall mining in March 2014.

•	Our 2015 annual gas production is expected to be between 300 - 310 Bcfe with annual production growth of 30% through 2016.

•	Our 2015 gas capital investment is expected to be $1.0 billion.

•	Our 2015 coal production is expected to be between 30.5 - 33.0 million tons.

•	Our 2015 coal and other capital investment is expected to be $220 million.

•

In December 2014, CONSOL Energy announced that its Board of Directors authorized management to pursue the formation of a master limited partnership (MLP) for the Company’s thermal coal business, which would own interests in CONSOL Energy’s thermal coal properties and related mining operations located in Pennsylvania, including its Bailey Mine, Enlow Fork Mine, Harvey Mine and the related preparation plant. CONSOL Energy also announced that its Board of Directors authorized management to separately pursue the structuring and formation of a subsidiary entity for the purpose of owning CONSOL Energy’s metallurgical coal properties and related mining operations, with a view to conducting an initial public offering of up to 20% of the subsidiary’s equity. The subsidiary’s assets would include CONSOL Energy’s Buchanan Mine and related preparation plant and its interest in its Western Allegheny Energy joint venture.

•	In December 2014, CONSOL Energy’s Board of Directors approved a stock repurchase program under which CONSOL Energy may purchase from time to time up to $250,000 of its common stock over the next two years.

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•	The improvement in the unit costs is primarily due to the 36.7% increase in volumes in the period-to-period comparison and the shift to lower cost Marcellus and Utica Shale production. Marcellus production made up 47.4% of natural gas and liquid sales volume for the year ended December 31, 2014 compared to 33.6% in the year ended December 31, 2013.

•	Lifting costs per unit decreased in the period-to-period comparison due to the increase in sales volumes. The decrease was offset, in part, by an increase in total dollars relating to higher salt water disposal, well site maintenance costs, and costs related to wells operated by our joint-venture partners.

•	Gathering expense per unit also decreased in the period-to-period comparison due to the increase in sales volumes. The decrease in unit costs was partially offset by an increase in total dollars related to an increase in firm transportation costs and increased processing fees associated with natural gas liquids (NGLs).

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•	Gain on sale of assets increased $25 million primarily due to the sale of Utica rights in Marshall County, WV to Noble Energy, which closed in December 2014 and resulted in proceeds and a pre-tax gain of $25 million.

•	Gathering revenue increased $23 million primarily due to an increase in revenue related to certain gathering arrangements.

•	Earnings from our equity affiliates increased $17 million primarily due to an increase in earnings from CONE Midstream Partners, LP. See Note 27 - Related Party Transactions of the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.

•	Interest income decreased $13 million primarily due to the 2013 collection of the final installment on the notes receivable from the 2011 Noble Energy joint venture transaction.

•	The remaining $3 million increase relates to various transactions that occurred throughout both periods, none of which were individually material.

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•	CONSOL Energy, working in collaboration with Noble Energy, conceded title defects on acreage which had a book value of $23 million for the year ended December 31, 2013.

•	Dry hole costs decreased $7 million due to various transaction that occurred throughout both periods, none of which were individually material.

•	Lease expiration costs relate to locations where CONSOL Energy allowed the primary lease term to expire because of unfavorable drilling economics. The $1 million decrease is due to various transactions that occurred throughout both periods, none of which were individually material.

•	Land Rentals decreased $1 million in the period-to-period comparison due to various transactions that occurred throughout both periods, none of which were individually material.

•	Seismic Activity increased $2 million due to various transactions that occurred throughout both periods, none of which were individually material.

•	Other expenses decreased $8 million due to various transactions that occurred throughout both periods, none of which were individually material.

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•	Litigation settlements decreased $8 million due to various transactions that occurred throughout both periods, none of which were individually material.

•	Stock-based compensation decreased $7 million in the period-to-period comparison primarily due to a reduction in non-cash amortization expense and less accelerated expense for retiree eligible employees under our current plans.

•	Bank fees decreased $3 million due to various items that occurred throughout both periods, none of which were individually material.

•	Unutilized firm transportation and processing fees represent pipeline transportation capacity the E&P segment has obtained to enable gas production to flow uninterrupted as sales volumes increase, as well as additional processing capacity for NGLs. The $2 million increase was primarily due to increased firm transportation capacity which has not been utilized by active operations.

•	The short-term incentive compensation program is designed to increase compensation to eligible employees when CNX Gas reaches predetermined targets for, among other things, safety, production, compliance and unit costs. Short-term incentive compensation expense increased $3 million in the period-to-period comparison due to higher projected payouts.

•	Other corporate related expenses increased $4 million due to various transactions that occurred throughout both periods, none of which were individually material.

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•	For the year ended December 31, 2014, $30 million of income was related to a coal customer contract buyout. The discontinued contract was a long term contract that created pricing risks for both parties. The parties agreed to an amicable settlement. No such transactions were entered into in the year ended December 31, 2013.

•	Rental/Royalty income increased $2 million due to various transactions that occurred throughout both periods, none of which were individually material.

•	Business interruption proceeds of $5 million were received in the prior year-to-date period related to the 2012 Bailey Mine Belt Conveyor accident.

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•	Other income increased $5 million due to various transactions that occurred throughout both periods, none of which were individually material.

•	Supplies expense decreased $6 million primarily due to the prior year-to-date period including additional supplies needed for repairs related to the 2012 Bailey Mine Belt Conveyor accident which was not included in active mining costs.

•	Property and other taxes remained consistent in the period-to-period comparison.

•	Other expense increased $1 million due to various items that occurred throughout both periods, none of which were individually material.

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•	Idle mine costs are costs related to the temporary idling of the Amonate Complex which remained consistent year over year.

•	Other expense decreased $2 million due to various transactions that occurred throughout both periods, none of which were individually material.

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•	Rental income increased $41 million primarily due to equipment subleased to a third-party. These arrangements began in December 2013.

•	Land rental income primarily consists of income related to the sale of right of ways on property that CONSOL Energy owns. The $4 million increase was due to an increase in land activity in the period-to-period comparison.

•	Royalty income increased $3 million due to various transactions that occurred throughout both periods, none of which were individually material.

•	Equity in earnings of affiliates increased $1 million due to various transactions completed by our equity partners, none of which were individually material.

•	Other increased $2 million due to various activities that occurred in the current period, none of which were individually material.

•	Purchased coal costs decreased $29 million due to lower volumes of coal that needed to be purchased to fulfill various contracts.

•

Closed and idle mine costs decreased approximately $12 million for the year ended December 31, 2014 compared to the year ended December 31, 2013. This was due to a $14 million decrease in the asset retirement obligation, primarily at the Fola Mining Complex. The decrease was offset, in part, by a $2 million increase in various changes in the operational status of other mines, between idled and operating throughout both periods, none of which were individually material.

•	Coal terminal operations costs decreased $6 million due to decreased thru-put volumes in the current year.

•	Coal reserve holding costs which primarily consists of property and other taxes, remained consistent in the period-to-period comparison.

•	Lease rental expense increased $30 million primarily due to equipment leases that were subleased to a third-party. The third-party subleases began in December 2013.

•	Other expenses related to the Other Coal segment increased $4 million due to various transactions that occurred throughout both periods, none of which were individually material.

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•	Pennsylvania Turnpike Settlement relates to mediation with the PA Turnpike Commission that was settled for $9 million in 2013.

•	Interest Income decreased $2 million due to various transactions that occurred throughout both periods, none of which were individually material.

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•	Equity in Earnings of Affiliates decreased $2 million due to various transactions that occurred throughout both periods, none of which were individually material.

•	Other remained consistent in the period to period comparison.

•

Loss on Debt Extinguishment of $95 million was recognized in the year ended December 31, 2014 related to the early extinguishment of debt due to the purchase of all of the 8.00% senior notes that were due in 2017 at an average premium of 1.04%, and the partial purchase of the 8.25% senior notes that were due in 2020 at an average premium of 1.075%. No such transactions occurred in the prior period.

•

Industrial supplies costs represent costs from our industrial supplies subsidiary which was sold in December 2014. See Note 3 - Acquisitions and Dispositions in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional details. The $16 million increase in costs was due to higher sales volumes in the current period along with various changes in inventory costs, none of which were individually material.

•

Long-Term Liability Plan Changes include $36 million of income as a result of amendments to the pension and OPEB plans, which were adopted during the third quarter of 2014, offset by $46 million of expense for cash payments made to active employees related to changes in the OPEB plan. See Note 16—Pension and Other Postretirement Benefit Plans in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional details related to the total Company expense.

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Interest Expense increased $4 million in the period-to-period comparison primarily due to the decrease in capitalized interest related to the Harvey Mine going into production in 2014. The increase was offset, in part, by the IRS audit resolution causing a reduction to anticipated interest (See Note 7 - Income Taxes of the Notes to the Audited Consolidated Financial Statements of this Form 10-K), the early payoff of the 2017 bonds and partial purchase of the 2020 bonds. The decrease in interest expense also related to the additional bonds, due 2022, issued in April 2014 and August 2014 which have a lower interest rate than the 2017 and the 2020 bonds.

•	Revolver modification fees resulted in a $3 million acceleration of previously deferred financing fees.

•	Bank fees increased $1 million primarily due to various transactions that occurred throughout both periods, none of which were individually material.

•

Corporate initiative fees and other legal charges reflect various fees for services related to corporate initiatives to evaluate structure changes and various asset sales. These fees also include legal charges related to land title issues raised by our joint venture partners and the CNX Gas shareholder settlement case. The $5 million decrease was due to various transactions that occurred in both periods, none of which were individually material. See Note 11 - Property, Plant, and Equipment and Note 24 - Commitments and Contingencies of the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.

•	Pension settlement expense is required when the lump sum distributions made for a given plan year exceed the total of the service and interest costs for that same plan year. Settlement accounting was triggered in both periods. See Note 16 - Pension and Other Post-Employment Benefit Plans in the Notes to the Audited Consolidated Financial Statements of this Form 10-K for additional detail.

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The CNX Gas shareholder settlement was the result of an agreement for resolution of the class actions brought by shareholders of CNX Gas challenging the tender offer by CONSOL Energy to acquire all of the shares of CNX Gas common stock that CONSOL Energy did not already own for $38.25 per share in May 2010. The total settlement provided for payment to the plaintiffs of $43 million, of which the Company's portion was $20 million.

•	Various other corporate expenses decreased $3 million due to various transactions that occurred throughout both periods, none of which were individually material.

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•	Gathering costs increased in the period-to-period comparison due to a $0.04 per Mcfe increase in processing fees associated with natural gas liquids and a $0.10 per Mcfe increase in firm transportation costs.

•	Depreciation, depletion and amortization rates increased due to higher units-of-production for producing properties in the period to period comparison offset, in part, by additional volumes.

•	These increases were offset, in part, by higher volumes in the period-to-period comparison due to the on-going Marcellus drilling program. Fixed costs are allocated over increased volumes, resulting in lower unit costs.

•	Average cost of goods sold decreased due to an increase in tons sold. Fixed costs are allocated over more sales tons, resulting in lower unit costs.

•

On July 27, 2012, a structural failure occurred at the Bailey Preparation Plant in Southwestern Pennsylvania. The belt system conveys coal from both the Bailey and Enlow Fork Mines to the Bailey Preparation Plant. The incident caused a total of four longwalls to be idled for approximately three weeks, and production to be at approximately 60% for the third quarter of 2012. The mines operated at full capacity for the entire 2013 period, which resulted in lower direct operating costs per ton produced.

•	The Fola Mining Complex was idled in August 2012 which resulted in lower direct operating costs per ton produced in the period-to-period comparison. The mine, which was idled for market reasons, was a higher cost mining operation which when removed reduced the overall average direct operating costs per ton produced.

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•	Direct services to operations are improved primarily due to a reduction in subsidence expenses related to the timing and nature of properties and streams undermined as well as a reduction in direct administration employees as a result of the 2012 Voluntary Severance Incentive Plan discussed below under general and administrative costs.

•	Depreciation, depletion and amortization was improved primarily due to the idling of operations at the Fola Mining Complex in August 2012. The improvements were offset, in part, by higher costs in the 2013 period related to Bailey, Enlow Fork, and Buchanan Mines running for the full year in 2013 compared to being idled at various times throughout 2012.

•	Average direct operating costs were impaired due to CONSOL Energy entering into a new longwall lease in 2013 at our Bailey Mine.

•	Costs were impaired in the current period due to the idling of the Buchanan Mine for various months throughout 2012. Although idled at times during 2012, the Buchanan Mine ran the continuous miners and worked on various projects which increased overall 2012 unit costs.

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•	CONSOL Energy, working in collaboration with Noble Energy, conceded title defects on acreage which had a book value of $23 million for the year ended December 31, 2013 compared to $4 million for the year ended December 31, 2012.

•	Dry hole costs increased $6 million due to various transactions that occurred throughout both periods, none of which were individually material.

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•	Land Rentals remained consistent in the period-to-period comparison.

•	Seismic Activity remained consistent in the period-to-period comparison.

•	Lease expiration costs relate to locations where CONSOL Energy allowed the primary term lease to expire because of unfavorable drilling economics. The $5 million decrease was due to fewer lease expirations in the 2013 period when compared with the 2012 period.

•	Other expenses increased $2 million due to various transactions that occurred throughout both periods, none of which were individually material.

•	Unutilized firm transportation costs represent pipeline transportation capacity the gas segment has obtained to enable gas production to flow uninterrupted as sales volumes increase, as well as additional processing capacity for natural gas liquids. The $20 million increase was due to increased firm transportation capacity which has not been utilized by active operations.

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Stock-based compensation was $6 million higher in the period-to-period comparison primarily due to additional non-cash expense and accelerated non-cash expense for retiree-eligible employees who received awards under the new CONSOL Share Unit (CSU) program, when compared to the prior year. The new program replaces several previously provided long-term executive compensation award programs. The compensation expense of the CSU program will not be materially different from the total expense of the previous programs over the three-year performance period.

•	Bank Fees remained consistent in the period-to-period comparison.

•	Litigation settlements decreased $2 million due to various transactions that occurred throughout both periods, none of which were individually material.

•	The short-term incentive compensation program is designed to increase compensation to eligible employees when CNX Gas reaches predetermined targets for safety, production and unit costs. Short-term incentive compensation expense decreased $6 million due to lower projected payouts in the 2013 period.

•	Other corporate related expenses decreased $3 million due to various transactions that occurred throughout both periods, none of which were individually material.

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•	For the year ended December 31, 2012, $5 million of income was related to a coal customer contract buyout. The discontinued contract was a long term contract that created pricing risks for both parties. The parties agreed to an amicable settlement. No such transactions were entered into in the year ended December 31, 2013.

•	Rental/Royalty income decreased $3 million due to various transactions that occurred throughout both periods, none of which were individually material.

•	Business interruption proceeds of $5 million were received in the year ended December 31, 2013 compared to $2 million in the year ended December 31, 2012 related to the 2012 Bailey Belt Conveyor accident.

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•	Other income decreased $1 million due to various transactions that occurred throughout both periods, none of which were individually material.

•	Bailey Belt incident costs represent expenses related to continued advancement of the mines and on-going projects at the mines that took place during the idles phase when belt reconstruction was occurring and which was not included in active mining costs.

•	Property and other taxes decreased $5 million due to a tax reassessment that occurred in the 2013 period.

•	Litigation Contingencies increased $4 million in the period-to-period comparison due to various items. See Note 24- Commitments and Contingent Liabilities in the Notes to Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional details related to total Company expense.

•	Supplies expense increased $9 million primarily due to the 2013 period including additional supplies needed for repairs related to the 2012 Bailey Belt Conveyor accident which was not included in active mining costs.

•	Other expense decreased $1 million due to various items that occurred throughout both periods, none of which were individually material.

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•	Idle mine costs decreased $11 million in the period-to-period comparison primarily due to the Buchanan Mine operating throughout 2013 but was temporarily idled in the 2012 period.

•	Water treatment costs remained consistent in the period-to-period comparison.

•	Other expense remained consistent in the period-to-period comparison.

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•	For the year ended December 31, 2012, $4 million of income was related to a coal customer contract buyout. The discontinued contract was a long term contract that created pricing risks for both parties. The parties agreed to an amicable settlement. No such transactions were entered into during the year ended December 31, 2013.

•	Royalty income remained consistent in the period-to-period comparison.

•	Equity in earnings of affiliates increased $2 million due to various transactions completed by our equity partners, none of which were individually material.

•	Land rental income primarily consists of income related to the sale of right of ways on property that CONSOL Energy owns. The $3 million increase was due to an increase in land activity in the period-to-period comparison.

•	Other decreased $4 million due to various transactions that occurred in the prior period, none of which were individually material.

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•

Closed and idle mine costs decreased approximately $21 million for the year ended December 31, 2013 compared to the year ended December 31, 2012. Closed and idle mine costs decreased $16 million due to the decision to shutdown the Fola Mining Complex in August 2012. Other changes in the operational status of various other mines, between idled and operating throughout both periods, none of which were individually material resulted in an additional $5 million decrease.

•	Litigation Contingencies decreased $17 million in the year-to-year comparison due to various items. See Note 24- Commitments and Contingent Liabilities in the Notes to Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional details related to total Company expense.

•

In November 2012, CONSOL Energy offered a voluntary severance incentive program (VSIP) to active salaried corporate and operation support employees with 30 years of service, or more. Under this program, eligible employees who accepted the offer received a severance payment equal to one year's salary. Approximately 100 employees volunteered for the program. Severance pay was approximately $13 million.

•	Coal Terminal Operations costs decreased $1 million due to decreased thru-put volumes in the 2013 period.

•	Coal reserve holding costs which primarily consist of property and other taxes, remained consistent in the period-to-period comparison.

•	Purchased coal costs increased $2 million due to higher amounts of coal that was purchased to fulfill various contracts.

•	Other expenses related to the coal segment decreased $2 million due to various transactions that occurred throughout both periods, none of which were individually material.

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•	Pennsylvania Turnpike Settlement relates to mediation with the PA Turnpike Commission that was settled for $9 million.

•	Interest Income increased $3 million mainly due to various transactions that occurred throughout both periods, none of which were individually material.

•	Equity in Earnings of Affiliates increased $1 million due to various transactions that occurred throughout both periods, none of which were individually material.

•	Other income decreased $1 million due to various transactions that occurred throughout both periods, none of which were individually material.

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•	Pension settlement expense is required when lump sum distributions made for a given plan year exceed the total of the service and interest costs for that same plan year.

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The CNX Gas shareholder settlement was the result of an agreement for resolution of the class actions brought by shareholders of CNX Gas challenging the tender offer by CONSOL Energy to acquire all of the shares of CNX Gas common stock that CONSOL Energy did not already own for $38.25 per share in May 2010. The total settlement provided for payment to the plaintiffs of $43 million, of which the Company paid $20 million.

•

Corporate initiative fees and other legal charges reflect various charges for services related to corporate initiatives to evaluate structure changes and various asset sales. These fees also include legal charges related to land title issues raised by our joint venture partners and the CNX Gas Shareholder case. See Note 11 - Property, Plant and Equipment and Note 24 - Commitments and Contingent Liabilities of the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.

•	Bank fees increased $5 million mainly due to higher borrowings on the CNX Gas revolving credit facilities in the period-to-period comparison, as well as bank fees from the accelerated amortization of the previously deferred fees in relation to the capacity reduction in CONSOL Energy's revolving credit facility from $1.5 billion to $1.0 billion.

•	Interest Expense decreased $4 million primarily due to an increase in capitalized interest as a result of additional capital expenditures for major construction projects in 2013.

•	The decrease of $24 million related to industrial supplies was primarily related to lower sales volumes and various changes in inventory costs, none of which were individually material.

•	Other corporate items decreased $5 million due to various transactions that occurred throughout both periods, none of which were individually material.

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•	stock price on measurement date,

•	exercise price defined in the award,

•	expected dividend yield based on historical trend of dividend payouts,

•	risk-free interest rate based on a zero-coupon treasury bond rate,

•	expected term based on historical grant and exercise behavior, and

•	expected volatility based on historic and implied stock price volatility of CONSOL Energy stock and public peer group stock.

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•	geological conditions;

•	historical production from the area compared with production from other producing areas;

•	the assumed effects of regulations and taxes by governmental agencies;

•	assumptions governing future prices; and

•	future operating costs.

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•	Net income decreased $496 million in the period-to-period comparison;

•	Discontinued operations changes increased $446 million primarily as a result of the gain on sale of CCC and certain subsidiaries to Murray Energy Corporation in December 2013;

•	Operating cash flows increased $24 million in the period-to-period comparison due to changes in the gain on the sale of assets. See Note 3 - Acquisitions and Dispositions in the Notes to Audited Financial Statements in Item 8 of this Form 10-K for more information;

•	Return on equity earnings was related to $47 million IPO proceeds received from CONE Midstream Partners, LP and $55 million related to various other equity investment sales;

•	Other Adjustments to reconcile net income to cash flow provided by operating activities increased due to $95 million on the loss on extinguishment of debt, and $110 million of additional depreciation, depletion, and amortization; and

•	Other changes in operating assets, operating liabilities, other assets and other liabilities which occurred throughout both periods also contributed to the increase in operating cash flows.

•	Gas segment capital expenditures increased $135 million. The increase was comprised of a $267 million increase in drilling and completion costs in the Marcellus and Utica plays. This increase was partially offset by a decrease of $132 million in land acquisitions in Monroe and Noble Counties and various other individually insignificant projects.

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Coal segment capital expenditures decreased $75 million. The decrease was comprised of a $57 million decrease in various projects at Enlow Fork Mine. Capitalized Interest also decreased $17 million due to the completion of the Harvey Mine as well as an additional $21 million decrease in various miscellaneous transactions that occurred throughout both periods, none of which were individually material.

•	Other capital expenditures decreased $63 million. The decrease was comprised of a $53 million decrease in equipment lease buyouts as well as an additional $6 million decrease in various miscellaneous transactions that occurred throughout both periods, none of which were individually material.

•

Proceeds from sale of assets, continuing operations, increased $127 million in the period-to-period comparison primarily due to $238 million received in 2013 related to the 2011 Noble Joint Venture Agreement, offset in part by various asset sales executed in each period. See Note 3 - Acquisitions and Dispositions, in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for more information.

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•

Net investments in equity affiliates decreased $131 million primarily due to a $157 million increase on the return of investment from the IPO of CONE Midstream Partners, LP, offset by $87 million of additional capital contributions to CONE in 2014. The remaining increase was due to various changes in our equity partners, none of which were individually material. See Note 3 - Acquisitions and Dispositions in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional details.

•	Restricted cash increased $69 million due to the release of $48 million associated with the Ram River & Scurry Canadian sale and $21 million associated with the Ryerson Dam Settlement, both of which occurred in the year ended December 31, 2012.

•	Discontinued operations changes increased $777 million primarily as a result of the gain on the sale of CCC and certain subsidiaries to Murray Energy Corporation in December 2013.

•	Net payments on short term borrowing were $22 million in 2014 versus $69 million in 2013.

•	In 2014, CONSOL Energy had net proceeds from long-term borrowings of $16 million related to the issuance of the 2022 Bonds offset by the extinguishment of the 2017 Bonds. See Note 14 - Long-Term Debt in the Notes to the Unaudited Consolidated Financial Statements of this Form 10-K for additional details.

•

In 2014, CONSOL Energy paid four quarterly dividends totaling $58 million at an amount per share of $.0625. In 2013, CONSOL Energy paid only three quarterly dividends totaling $86 million at an amount per share of $.125. This was due to the accelerated declaration and payment of the regular quarterly dividend in the fourth quarter of 2012 which resulted in no dividends paid in the first quarter of 2013.

•	The remaining change is due to various other transactions that occurred throughout both periods, none of which were individually material.

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(a)	Long-term liabilities—employee related include other post-employment benefits, work-related injuries and illnesses. Estimated salaried retirement contributions required to meet minimum funding standards under ERISA are excluded from the pay-out table due to the uncertainty regarding amounts to be contributed. CONSOL Energy does not expect to contribute to the pension in 2015.

(b)	Other long-term liabilities include mine reclamation and closure and other long-term liability costs.

(c)	The significant obligation table does not include obligations to taxing authorities due to the uncertainty surrounding the ultimate settlement of amounts and timing of these obligations.

•	An aggregate principal amount of $1,015 million of 8.25% senior unsecured notes due in April 2020. Interest on the notes is payable April 1 and October 1 of each year. Payment of the principal and interest on the notes are guaranteed by most of CONSOL Energy’s subsidiaries.

•	An aggregate principal amount of $250 million of 6.375% notes due in March 2021. Interest on the notes is payable March 1 and September 1 of each year. Payment of the principal and interest on the notes are guaranteed by most of CONSOL Energy's subsidiaries.

•	An aggregate principal amount of $1,850 million of 5.875% notes due in April 2022 plus $7 million of unamortized bond premium. Interest on the notes is payable April 15 and October 15 of each year. Payment of the principal and interest on the notes are guaranteed by most of CONSOL Energy's subsidiaries.

•	An aggregate principal amount of $103 million of industrial revenue bonds which were issued to finance the Baltimore port facility and bear interest at 5.75% per annum and mature in September 2025. Interest on the industrial revenue bonds is payable March 1 and September 1 of each year. Payment of the principal and interest on the notes is guaranteed by CONSOL Energy.

•	Advance royalty commitments of $13 million with an average interest rate of 7.91% per annum.

•	An aggregate principal amount of $4 million on a note maturing through March 2018.

•	An aggregate principal amount of $47 million of capital leases with a weighted average interest rate of 6.56% per annum.

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ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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•	Represented hourly retirees are eligible to participate based upon the terms of the National Bituminous Coal Wage Agreement of 2011 or "The Coal Act."

•	For salaried or non-represented hourly retirees hired before January 1, 2007 that did not work in a corporate or operational support position, the eligibility requirement is either age 55 with 20 years of service or age 62 with 15 years of service for traditional retiree health coverage.

•	Salaried or non-represented hourly retirees hired or re-hired on or after January 1, 2007 that did not work in a corporate or operational support position receive a retiree medical spending allowance of $2,250 per year for each year of service at retirement.

•	Retirees who worked in corporate or operational support positions at retirement receive a fixed annual retiree medical contribution into a Health Reimbursement Account. The amount of the contribution is dependent on several factors, and the money in the account can be used to help pay for a commercial medical plan, Medicare Part B or Part D premiums, and other qualified medical expenses

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(a)	This category includes investments in US common stocks and corporate debt.

(b)

This category invests primarily in common stock of large cap companies in the U.S. with above average earnings growth and revenue expectations. It targets broad diversification across economic sectors and seeks to achieve lower overall portfolio volatility by investing in complementary active managers with varying risk characteristics. Fund selection and allocations within the portfolio are implemented by Mercer’s investment management team. The strategy is benchmarked to the Russell 1000 Growth Index.

(c)

This category invests primarily in U.S. large cap companies that appear to be undervalued relative to their intrinsic value. It targets broad diversification across economic sectors and seeks to achieve lower overall portfolio volatility by investing in complementary active managers with varying risk characteristics. Fund selection and allocations within the portfolio are implemented by Mercer’s investment management team. The strategy is benchmarked to the Russell 1000 Value Index.

(d)

This category invests in small to mid-sized U.S. companies with above average earnings growth and revenue expectations. It targets broad diversification across economic sectors and seeks to achieve lower overall portfolio volatility by investing in complementary active managers with varying risk characteristics. Fund selection and allocations within the portfolio are implemented by Mercer’s investment management team. The smaller cap orientation of the strategy requires the

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(e)

This category invests in small to mid-sized U.S. companies that appear to be undervalued relative to their intrinsic value. It targets broad diversification across economic sectors and seeks to achieve lower overall portfolio volatility by investing in complementary active managers with varying risk characteristics. Fund selection and allocations within the portfolio are implemented by Mercer’s investment management team. The smaller cap orientation of the strategy requires the investment team to be cognizant of liquidity and capital constraints, which are monitored on an ongoing basis. The strategy is benchmarked to the Russell 2500 Value Index.

(f)

This category invests primarily in U.S. dollar-denominated investment grade and government securities. It may also invest opportunistically in out-of-benchmark positions including U.S. high yield, non-U.S. bonds, and Treasury Inflation-Protected Securities (TIPs). The strategy seeks to achieve lower overall portfolio volatility by investing in complementary active managers with varying risk characteristics, and total portfolio duration is targeted to be within 20% of the benchmark’s duration. Total exposure to high yield issues is typically less than 10%, inclusive of direct investment in high yield and exposure through other core fixed income funds. Fund selection and allocations within the portfolio are implemented by Mercer’s investment management team. The strategy is benchmarked to the Barclays Capital Aggregate Index.

(g)

This category invests in all cap companies primarily operating in developed non-US markets, with some exposure to emerging markets. The strategy targets broad diversification across economic sectors and seeks to achieve lower overall portfolio volatility by investing in complementary active managers with varying risk characteristics. Total exposure to emerging markets is typically 10-15%, inclusive of direct investment in emerging markets and exposure through other non-U.S. equity funds. Fund selection and allocations within the portfolio are implemented by Mercer’s investment management team. The strategy is benchmarked to the MSCI EAFE Index.

(h)

This category invests in companies operating in non-US emerging markets. The strategy targets broad diversification across economic sectors and seeks to achieve lower overall portfolio volatility by investing in complementary active managers with varying risk characteristics. Fund selection and allocations within the portfolio are implemented by Mercer’s investment management team. The strategy is benchmarked to the MSCI Emerging Markets Index.

(i)	This category invests in companies operating in developed markets, globally. The strategy targets a diversified portfolio of equity securities issued by companies which the investment managers believe will exhibit less volatility in their price performance relative to the broad equity market as described by the MSCI World Index. The strategy is benchmarked to the MSCI World Index.

(j)

This category invests in a passively managed U.S. long duration corporate investment grade portfolio at a 90% weight and a passively managed U.S. Long Treasury portfolio at a 10% weight. It seeks to provide broad exposure to U.S. long duration investment grade credit while allowing for short term liquidity through a strategic allocation to US Treasuries. The strategy is benchmarked 90% to the Barclays Capital U.S. Long Credit Index and 10% to the Barclays Capital Long Treasury.

(k)

This category invests primarily in U.S. dollar denominated investment grade bonds and government securities with durations between 9 and 15 years. It may also invest opportunistically in out-of-benchmark positions including U.S. high yield, non-U.S. bonds, municipal bonds, and TIPs. The strategy seeks to achieve lower overall portfolio volatility by investing in complementary active managers with varying risk characteristics. Fund selection and allocations within the portfolio are implemented by Mercer’s investment management team. The strategy is benchmarked to the Barclays Capital U.S. Long Government/Credit Index.

(l)	This category invests in common stock of U.S. large cap companies. The strategy is benchmarked to the S&P 500 Index.

(m)	This category invests primarily in U.S. dollar-denominated investment grade bonds and government securities. The strategy and its underlying passive investments are benchmarked to the Barclays Capital Aggregate Index.

(n)	This category invests primarily in U.S. dollar-denominated investment grade bonds and government securities with durations between 9 and 15 years. The strategy and its underlying passive investments are benchmarked to the Barclays Capital Long Government/Credit Index.

(o)

This category seeks to reduce the volatility of the plan’s funded status and extend the duration of the assets by investing in a series of ultra long duration portfolios with target durations of up to 35 years. Each underlying portfolio is managed by a sub-advisor and consists of five interest rate swaps with sequential target or maturity dates, with the longest dated portfolio maturing in 2045. The interest rate swaps are fully collateralized, resulting in no leverage. The cash collateral is invested by the sub-advisor in an actively managed cash strategy that seeks to provide a return in excess of 3 month LIBOR. The ultra long duration strategy is used in conjunction with liability driven investing solutions, which seek to align the duration of the assets to the plan’s liabilities. The Strategy is benchmarked to a Custom Liability Benchmark Portfolio.

(p)	This category invests in a U.S. long duration corporate investment grade portfolio at a 90% weight and a U.S. long treasury portfolio at a 10% weight. It seeks to provide broad exposure to U.S. long duration investment grade corporate bonds with an emphasis on reducing default risk through active management while allowing for short term liquidity through a

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(q)	This category invests primarily in long dated U.S. Treasury STRIPS often with maturities greater than 20 years. The strategy and its underlying passive investments are benchmarked to the Barclays Capital U.S. 20+ Year STRIPS Index.

(r)	This category invests primarily in fixed income securities from issuers either located in developing/emerging markets or those rated below investment grade (high yield), globally. The strategy is benchmarked to a blended index of 50% JP Morgan Government Bond Index Emerging Markets Global Diversified and 50% Bank of America/Merrill Lynch Global High Yield Index.

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(A)	Included in the Coal segment are sales of $394,849 to Duke Energy and sales of $344,617 to Xcoal Energy Resources each comprising over 10% of sales.

(B)	Includes equity in earnings of unconsolidated affiliates of $32,216, $18,913 and $(1,338) for E&P, Coal, and All Other, respectively.

(C)	Includes investments in unconsolidated equity affiliates of $121,721 and $27,544 for E&P and Coal, respectively.

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(D)	Included in the Coal segment are sales of $495,242 to Xcoal Energy & Resources and $346,424 to Duke Energy each comprising over 10% of sales.

(E)	Includes equity in earnings of unconsolidated affiliates of $14,684, $18,045 and $403 for E&P, Coal, and All Other, respectively.

(F)	Includes investments in unconsolidated equity affiliates of $206,060, $80,849 and $1,750 for E&P, Coal, and All Other, respectively.

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(*)	Includes costs incurred whether capitalized or expensed.

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(1)	Net acres include acreage attributable to our working interests of the properties. Additional adjustments (either increases or decreases) may be required as we further develop title to and further confirm our rights with respect to our various properties in anticipation of development. We believe that our assumptions and methodology in this regard are reasonable.

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(a)	Revisions are primarily due to corporate planning changes that affect the number of wells (5-Years) forecasted to be drilled in our various areas and reservoirs. These changes along with upward revisions attributable to efficiencies in operations and well performance had the total affect of the positive revisions for 2013 and 2012.

(b)	Extensions and Discoveries in 2013 and 2012 are primarily due to the addition of wells on our Marcellus Shale acreage more than one offset location away with reliable technology.

(c)

Proved developed and proved undeveloped gas reserves are defined by SEC Rule 4.10(a) of Regulation S-X. Generally, these reserves would be commercially recovered under current economic conditions, operating methods and government regulations. CONSOL Energy cautions that there are many inherent uncertainties in estimating proved reserve quantities, projecting future production rates and timing of development expenditures. Proved oil and gas reserves are estimated quantities of natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions and government regulations. Proved developed reserves are those reserves expected to be recovered through existing wells, with existing equipment and operating methods.

(d)	Revisions for 2014 are primarily due to efficiencies in operations and well optimization and had the total effect of positive revisions. Additionally, the 2014 revisions include a reclassification of ethane volumes from natural gas to NGLs.

(e)	Extensions and Discoveries in 2014 are primarily due to the addition of wells on our Marcellus and Utica Shale acreage. We also included Marcellus Shale wells which are more than one offset location away due to continued use of reliable technology.

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(a)	During 2014, various exploration and development drilling and evaluations were completed. Approximately, $389,838 of capital was spent in the year ended December 31, 2014 related to undeveloped reserves that were transferred to developed.

(c)

Included in proved undeveloped reserves at December 31, 2014 are approximately 212,161 MMcfe of reserves that have been reported for more than five years. These reserves specifically relate to CONSOL Energy's Buchanan Mine, more specifically, to GOB (a rubble zone formed in the cavity created by the extraction of coal) production due to a complex fracture being generated in the overburden strata above the mined seam. Mining operations take a significant amount of time and our GOB forecasts are consistent with the future plans of the Buchanan Mine. Evidence also exists that supports the continual operation of the mine beyond the current plan, unless there was an extreme circumstance which resulted from an external factor. These reasons constitute that specific circumstances exist to continue recognizing these reserves for CONSOL Energy.

(d)

Included in proved undeveloped reserves at December 31, 2014 are 229 gross proved undeveloped locations that generate positive future net revenue but have negative present worth discounted at 10 percent as of December 31, 2014, representing 12.1% of our total proved undeveloped reserves. Additionally, the 438.8 Bcfe of natural gas and equivalents attributable to these locations represent approximately 6.4% of our total proved reserves. The Company includes these well sites in its current drilling plans and currently intends to drill these sites as our economic modeling of these well locations generate positive future cash flows.

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ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

ITEM 9A.	CONTROLS AND PROCEDURES

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ITEM 9B.	OTHER INFORMATION

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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ITEM 11.	EXECUTIVE COMPENSATION

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 15.	EXHIBIT INDEX

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