MERRILL LYNCH 2017 ENERGY CREDIT CONFERENCE June 6-7, 2017 - - PowerPoint PPT Presentation

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MERRILL LYNCH 2017 ENERGY CREDIT CONFERENCE June 6-7, 2017 - - PowerPoint PPT Presentation

BANK OF AMERICA MERRILL LYNCH 2017 ENERGY CREDIT CONFERENCE June 6-7, 2017 Cautionary Language This presentation contains statements, estimates and projections which are forward-looking statements (as defined in Section 21E of the Securities


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SLIDE 1

BANK OF AMERICA MERRILL LYNCH 2017 ENERGY CREDIT CONFERENCE

June 6-7, 2017

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SLIDE 2

Cautionary Language

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This presentation contains statements, estimates and projections which are forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended). Statements that are not historical, are forward-looking, and include our operational and strategic plans; estimates of coal and gas reserves and resources; the projected timing and rates of return of future investments; and projections and estimates of future production, revenues, income and capital spending. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those statements, plans, estimates and projections. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of future actual results. Factors that could cause future actual results to differ materially from the forward-looking statements include risks, contingencies and uncertainties that relate to, among other matters, the following: we may not receive the prices we expect to receive for our natural gas, natural gas liquids, and coal, including due to

  • versupply relative to the demand available for our products; we may not obtain on a timely basis the permits required for drilling and mining; we may not accurately estimate the volume
  • f hydrocarbons that are recoverable from our oil and natural gas assets; we may encounter unexpected operational issues or disruptions when we drill and mine, including equipment

failures, geological conditions, and higher than expected costs for equipment, supplies, services and labor, including with respect to third-party contractors; we may not achieve the efficiencies we expect to realize in our drilling and completion operations, and as a result, our projected cost savings may not be fully realized; our participation in joint ventures may restrict

  • ur operational and corporate flexibility, and actions taken by a joint venture partner may impact our financial position and operational results; we may not be able to sell non-core assets
  • n acceptable terms; acquisitions and divestitures that we anticipate making or have made may not occur or produce anticipated benefits, or may cause disruptions to our business
  • perations; we may be subject to environmental and other government regulations that adversely impact our operating costs and the market for our natural gas and coal; 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

  • perations, financial position, and cash flows; we may be unable to incur indebtedness on reasonable terms; provisions in our multi-year coal sales contracts may provide limited protection

and may result in economic penalties to us or permit the customer to terminate the contract; the majority of our common units in CNX Coal Resources LP are subordinated, and we may not receive related distributions; there is no assurance that the potential dropdowns, spin-off or sale of the coal business will occur, or if it does occur that we will be able to negotiate favorable terms; and other factors, many of which are beyond our control. Additional factors are described in detail under the captions "Forward Looking Statements" and "Risk Factors" in CONSOL Energy Inc.’s annual report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission (SEC), as updated by any subsequent quarterly reports

  • n Form 10-Qs. The forward-looking statements in this presentation speak only as of the date of this presentation; we disclaim any obligation to update the statements, and we caution you

not to rely on them unduly. Currently, the SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible oil and gas reserves that a company anticipates as of a given date to be economically and legally producible and deliverable by application of development projects to known accumulations. We may use certain terms in this presentation, such as EUR (estimated ultimate recovery), unproved reserves and total resource potential, that the SEC's rules strictly prohibit us from including in filings with the SEC. We caution you that the SEC views such estimates as inherently unreliable and these estimates may be misleading to investors unless the investor is an expert in the natural gas industry. These measures are by their nature more speculative than estimates of reserves prepared in accordance with SEC definitions and guidelines and accordingly are less certain. We also note that the SEC strictly prohibits us from aggregating proved, probable and possible reserves in filings with the SEC due to the different levels of certainty associated with each reserve category. Except for proved reserve data, the information included in this presentation is based on a summary review of the title to the gas rights we hold. As is customary in the gas industry, prior to the commencement of natural gas drilling operations on our properties, we conduct a thorough title examination and perform curative work with respect to significant defects. We are typically responsible for curing any title defects at our expense. As a result of our title review or otherwise, we may be required to acquire property rights from third parties at our expense in order to effectively drill and produce the gas rights we control and third parties may participate in the wells we drill, thereby reducing our working interest in those wells. This presentation does not constitute an offer to sell or a solicitation of offers to buy securities of CONSOL Energy Inc. or CNX Coal Resources LP.

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SLIDE 3

Acquisition of Dominion Resources E&P assets tripling Marcellus Shale acreage position 3

CONSOL Energy’s Evolution

2014-2015

CONE Midstream Partners LP (NYSE: CNNX) formed with Noble Energy to provide gathering services in the Marcellus Shale and CNX Coal Resources LP (NYSE: CNXC) formed to house and manage CONSOL’s PA coal assets

2010 2013 2016 2016

Announces sale of five thermal coal mines in West Virginia to Murray Energy With the sale of the Buchanan mine and

  • ther remaining legacy

coal assets, CONSOL’s transformation into a premier natural gas Company is completed

2017+

CONSOL and Noble Energy announce separation of Marcellus JV, providing CONSOL with additional

  • perational flexibility

and the ability to reach leverage targets more rapidly Looking to the future – working towards complete separation from coal; monetizing assets where possible; continuous operational improvement

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SLIDE 4

Who We Are: Differentiating Ourselves Through Three Pillars

Values:

  • Never compromised regardless of circumstance
  • Operate daily free of injuries and environmental incidents
  • Pursuit of perfection driving towards best-in-class performance
  • Mitigates business risk profile and supports license to operate in an industry

that is subject to intense public scrutiny

Business philosophy:

  • NAV/share focused
  • Production growth is a byproduct
  • Capital allocation process drives decision-making
  • Delivering responsible, long-term value

Asset base:

  • Substantial drilling inventory equates to scalable advantages
  • Considerable percentage of held by production (HBP) acreage provides

unique flexibility in development plans

  • Largest stacked pay opportunity set in the lowest cost basin in the U.S.
  • Marcellus JV separation unlocks significant stacked pay opportunities

4

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SLIDE 5

1Q17 Highlights: Growth While Generating FCF Is Credit Enhancing

Free Cash Flow Generated about $1 billion in FCF in 2016; continue to expect annual production growth and free cash flow generation in 2017 and 2018 Production Raising 2017 and 2018 production guidance based on improved cycle times and optimized type curves EBITDA Raising 2017 EBITDA guidance by 7% Debt Repurchased about $100 million of debt in 1Q17; have paid down ~$1.3 billion since 2015 when total debt peaked at ~$3.7 billion Leverage Ratio Expect to reach our target leverage ratios quicker than our 4Q16 forecast

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Operations: Operations Summary

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Production Efficiency Highlights

  • OPEX Efficiencies: Reduced Q1 2017 LOE by

$6.1 million, improving unit costs by $0.05/Mcfe Y/Y

  • Production Surveillance: Improved

production surveillance yielded a 72% Y/Y reduction in lost volume due to downtime, driving production improvements of ~1.2 Bcfe and incremental revenue of $3.8 million

  • Production Facilities: Additional focus on

production facilities optimization resulted in a ~3% reduction in CAPEX and a five-day reduction in installation cycle time

SWPA SWPA WV OH Marcellus Upper Devonian Marcellus Dry Utica TOTAL Horizontal Rigs 1

  • - 1 2

Drilled 2

  • - 7 9

Completed 5

  • 2 4 11

Turned In Line (TIL) 5 1

  • - 6
  • Avg. TIL Lateral Length (ft)

9,417 10,663

  • - 9,625

Q1 2017 Summary TD TIL TD TIL Marcellus 8 31 33-41 15-20 Utica 17 26 26-31 21-25 Upper Devonian

  • 3
  • -

CBM 63 63 20-25 25-30 TOTAL ex. CBM 25 60 59-72 36-45 2017 2018

Two-Year TIL Schedule

  • Total E&P and Midstream CapEx guidance

remains unchanged:

  • 2017E: $555 million
  • 2018E: $600 million
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SLIDE 7

Operations: Drilling Cycle Time Efficiencies

7

Utica

  • Q1 2017 drilling days/1,000’ lateral length

improved 23% compared to 2016 helping to reduce cost per lateral foot by 11%

  • The increase in efficiency and reduction in

non-productive time was driven by:

  • New incentives for on-site drilling

consultants

  • Drilling motor and bit optimization
  • More efficient casing designs
  • Enhanced solids control

Marcellus

  • Drilled two laterals using existing top holes

with an average lateral length of 9,141 ft in SWPA in 5.85 days each

  • Achieved an Appalachian Marcellus drilling

record of 7,380’ drilled in a 24 hour period

Monroe County Drilling Cost Savings

1.3 1.0 $392 $347 $250 $270 $290 $310 $330 $350 $370 $390 $410 $430 $450 0.0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 FY2016 1Q2017 $/Lateral Foot Days/1000’ LL Drilled Days/1000' LL Monroe $/Lateral Foot

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SLIDE 8

Operations: Completions Cycle Time Efficiencies

8

Marcellus

Efficiency

  • Q1 2017 lateral feet/day stimulated increased

56% compared to 2016

  • Faster total completion activities: 27%

improvement in Q1 2017 compared to 2016

  • 1.9 days/1000’ vs 2.6 days/1000’
  • The increased efficiency and reduced cycle

times were driven by:

  • Higher volume water and sand logistics
  • Improved vendor selection based on

KPIs rather than lowest cost

  • Preventive maintenance technology

Cost

  • The ACAA1 pad was recently completed for a

cost of $348/lateral foot, which was flat with 2016 as operational efficiencies offset increased vendor costs

Marcellus Frac Efficiency

800 1,245 200 400 600 800 1,000 1,200 1,400 1Q16 1Q17 Feet per Day Lateral Feet/Day - Stimulated

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SLIDE 9

Operations: Revised Type Curves

9

Monroe County, OH – Dry Utica

  • Better-than-expected reservoir

performance driving accelerated production forecast, but EUR unchanged

  • Accelerated production driven by:
  • Optimized inter-lateral

spacing

  • Optimized stage length and

proppant type, size, and loading

Morris Field, SWPA – Marcellus

  • Shape of type curve changed due

to accelerated production, but EUR remains the same

  • Production protocol used to

enhance flowback and early time production

  • Accelerated production driven by:
  • Optimized stage length,

diversion techniques, and proppant loading

Revised Type Curve Shape vs. Prior Plan Revised Type Curve Shape vs. Prior Plan

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SLIDE 10
  • Two wells are currently being drilled as an offset to the Gaut

Operations: Gaut 4IH Update – as of Q1 2017 End

10 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 9,000 10,000 5,000 10,000 15,000 20,000 25,000 30,000 9/23/15 1/1/16 4/10/16 7/19/16 10/27/16 2/4/17 5/15/17 Casing Pressure (psi) Flow Rate (Mcf/d) Flow Rate MCf/Day Casing Pressure

Hit line pressure: 2/6/2017 Tubing installed: 2/22/2017

Testing period

Gaut 4IH IP: 61.4 MMcf/d Initial SICP: 9,921 psig Lateral Length: 5,808’ EUR: 3.5 Bcf/1,000’ lateral

  • Cum. Production as of 3/31/2017: 8.4 Bcf

Initial SICP: 9,921 psig EUR: 3.5 Bcf/1,000’ lateral

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SLIDE 11

$0.23 $0.38 $0.24 $0.21 $0.17 $1.10 $1.02 $1.04 $0.95 $0.88 $0.17 $0.17 $0.09 $0.08 $0.08 $0.84 $0.59 $0.37 $0.24 $0.19 $1.17 $1.11 $0.82 $0.48 $0.46 $3.51 $3.27 $2.56 $1.96 $1.77 $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 $3.50 $4.00 2013 2014 2015 2016 2017E²

SG&A¹ Gathering & Transport. Production Taxes Lifting PUD F&D $/MCFE

CONSOL Full-Cycle Breakeven Cost Decline

As of YE2016 Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Weighted Average CNX E&P Per Unit Future PUD F&D ($/Mcfe) $0.62 $0.57 $0.45 $0.42 $0.51 $0.55 $0.49 $0.46

(1) 2013-2015 SG&A excludes short-term incentive cash compensation and long-term equity compensation; 2016-2017E does include short-term incentive compensation and excludes long-term equity compensation. (2) 2017E costs based on guidance as of 5/2/2017. Future PUD conversion costs from reserves release dated 2/8/2017. (3) Excludes plug and abandonment capital where available. Source: Company filings and presentations. Peers include AR, COG, EQT, RICE, RRC, and SWN. Cash OpEx (plus SG&A)

  • f $1.31/Mcfe, plus

PUD-to-PDP CapEx of $0.46/Mcfe, equals total expected full cycle cash costs of $1.77/Mcfe

PUD to PDP Conversion Costs(3) CONSOL’s Full-Cycle Breakeven Operating Metrics Declined from $3.51 to $1.77E per Mcfe

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Marketing: Gas Hedges

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(1) Hedge positions as of 4/18/2017. 2017 includes actual settlements of 97.8 Bcf. 2021 excludes 2.6 Bcf of physical basis sales not matched with NYMEX hedges. (2) Includes the impact of NYMEX, index and basis-only hedges as well as physical sales agreements. (3) Based on midpoint of total production guidance of 420-440 Bcfe in 2017E.

  • Approximately 73% of total 2017E

production volumes hedged(3)

  • NYMEX hedges added during Q1:

147 Bcf (2018-2021)

  • Basis hedges added during Q1:

254 Bcf (2017-2021)

Hedge Volumes and Pricing Q2 2017 2017 2018 2019 2020 2021 NYMEX Only Hedges Volumes (Bcf) 68.0 279.9 276.4 194.9 117.2 17.2 Average Prices ($/Mcf) $3.18 $3.17 $3.17 $3.07 $3.11 $3.03 Index Hedges and Contracts Volumes (Bcf) 8.1 32.5 6.8 12.8 7.7 7.8 Average Prices ($/Mcf) $3.19 $3.18 $2.61 $2.51 $2.46 $2.41 Total Volumes Hedged (Bcf)(1) 76.1 312.4 283.2 207.7 124.9 25.0 NYMEX + Basis (fully-covered volumes)(2) Volumes (Bcf) 71.1 307.2 253.8 170.0 109.8 25.0 Average Prices ($/Mcf) $2.59 $2.61 $2.86 $2.81 $2.85 $2.63 NYMEX Only Hedges Exposed to Basis Volumes (Bcf) 5.0 5.2 29.4 37.7 15.1 - Average Prices ($/Mcf) $3.18 $3.17 $3.17 $3.07 $3.11 - Total Volumes Hedged (Bcf)(1) 76.1 312.4 283.2 207.7 124.9 25.0

Gas Hedges 2017-2021

307.2 253.8 170.0 109.8 25.0 5.2 29.4 37.7 15.1

  • 50.0

100.0 150.0 200.0 250.0 300.0 350.0 2017 2018 2019 2020 2021 Gas Volumes Hedged (Bcf) NYMEX + Basis (2) NYMEX Only Hedges Exposed to Basis

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Marketing: Natural Gas Sales Market Mix

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MIDWEST TETCO M3 TETCO M2 EAST TENNESEE TETCO ELA TETCO WLA TCO POOL DOMINION SOUTH Natural Gas Sales Market Mix 2017E 2018E Columbia (TCO) 11% 9% TETCO (M2) 42% 44% TETCO (M3) 11% 8% Dominion (DTI) 12% 11% East Tennessee 12% 14% TETCO ELA & WLA 8% 6% Midwest (Michcon) 4% 8% 100% 100%

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SLIDE 14

Marketing: Pipeline Projects will Make a Difference

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2 4 6 8 10 12 14 16 18 20 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Regional Export Capacity (Bcf/d) Year End

Regional Export by Delivery Market

Southwest Midwest Southeast Canada ACP Atlantic Sunrise Atlantic Sunrise MVP NEXUS NEXUS Rover Rover 5 10 15 20 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Regional Export Capacity (Bcf/d) Year End

Regional Export by Project

Forecast Forecast

  • The first wave of pipeline projects is expected to start

coming online this year and will materially improve export capacity away from Appalachia

Source: EIA Source: EIA

New Pipeline Projects Changing the Landscape

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SLIDE 15

Strengthening Balance Sheet

Debt Reduction Repurchased about $100 million of debt in 1Q17; have paid down ~$1.3 billion since 2015 when total debt peaked at ~$3.7 billion Leverage Ratio On pace to reduce leverage ratio by about half since end of 2016 FCF and Production Executing on commitment to generate organic free cash flow and production growth simultaneously Liquidity Maintaining total liquidity of ~$1.7 billion; borrowing base reaffirmed at $2 billion in Q2 2017 Credit Rating S&P and Moody’s upgraded credit rating in February and May 2017, respectively

15

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SLIDE 16

Finance: Strong Liquidity Position of ~$1.7 Billion

16

$2.0 billion Revolving Credit Facility

  • 5 year credit facility expires June 2019
  • Paid down nearly $1 billion of revolving debt on the credit facility in 2016
  • Gas reserves based lending facility borrowing base reaffirmed at $2 billion in Q2 2017
  • Includes the right to separate the coal and gas business subject to a leverage test

(1) Cash and cash equivalents on CNX’s consolidated balance sheet was $61 million as of 3/31/2017, $6 million of which was CNXC’s and consolidated in CNX’s financial statements per US GAAP accounting. (2) Revolving credit facility as of 3/31/2017.

March 31, 2017 ($ in millions) Amount/ Capacity Amount Drawn Letters

  • f Credit

Amount Available Cash and Cash Equivalents(1) $55

  • $55

Revolving Credit Facility(2) $2,000 $0 $333 $1,667 Total $2,055 $0 $333 $1,722 Maintenance Covenants Limit

  • Mar. 31,

2017 CONSOL Energy Revolver: Minimum Interest Coverage Ratio < 2.5 to 1.0 3.9 to 1.0 Minimum Current Ratio < 1.0 to 1.0 2.4 to 1.0

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SLIDE 17

Finance: Debt and Liquidity Profile

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Note: Some numbers may not match exactly to financial statements due to rounding. (1) The 2022 and 2023 senior notes includes $4 million and $5 million of unamortized bond premium / discount, which will be amortized over the life of the notes, respectively. (5) Number of MLP units owned by CNX as of 3/31/2017 and unit prices as of market close on 4/21/2017. (6) CNX Coal Resources liquidity data is as of 3/31/2017 and CONE Midstream data is as of 12/31/2016. (7) Adjusted EBITDA Attributable to CNX Shareholders is a non-GAAP financial measure and the reconciliation is provided in the Appendix. Bank methodology LTM EBITDA equals LTM Adjusted EBITDA of $727 million less the $57 million of CNXC EBITDA net of cash distributions attributable to CNX, plus coal contract buyout of $6 million, less $3 million of severance payments, plus $10 million of other net adjustments. For a reconciliation of CNXC’s EBITDA please see the Company’s form 10Q’s and 10K’s. Bank net debt of $2.688 billion equals debt of $2.695 billion, less $55 million cash on hand excluding CNXC’s cash, less $197 million of CNXC revolver debt, less $3 million of advance mining royalties, plus $248 million of net letters of credit related to firm transportation obligations, mining equipment leases, and insurance policies. (2) Total Debt of $2.695 billion excludes total unamortized debt issuance costs of $25 million. (3) Net Debt equals Total Debt less Cash and Cash Equivalents. (4) As of 3/31/2017, CNX had approximately $333 million of outstanding letters of credit under its revolving credit facility, leaving approximately $1,667 million of availability. CNXC had $197 million outstanding on its revolving credit facility leaving approximately $203 million of availability. CNX Owned LP Units(5) Unit Price(5) Market Value CNX Coal Resources LP (CNXC:NYSE) 16.6 $15.20 $252 CONE Midstream Partners LP (CNNX:NYSE) 21.7 $21.25 $461 Total Equity Value of Ownership Interests in Affiliated Public MLPs $713 Liquidity of Affiliated MLPs Total Facility Capacity Outstanding Balance Available Capacity Cash Total Liquidity CNX Coal Resources LP (6) $400 $197 $203 $6 $209 CONE Midstream Partners LP (6) $250 $167 $83 $6 $89 Leverage Ratio 3/31/2017 LTM Bank EBITDA Attributable to CONSOL Energy Shareholders (7) $683 LTM Bank Net Debt / Adj. EBITDA (7) 3.9x Equity Value of Ownership in Affiliated Public MLPs CNX Consolidated CNXC: 100% CNX Attributable Capitalization and Liquidity 3/31/2017 3/31/2017 3/31/2017 Capitalization Cash and Cash Equivalents $61 $6 $55 Revolving Credit Facility Balance 197 197

  • Capital Lease Obligations

47

  • 47

Total Secured Debt $244 $197 $47 8.25% Senior Notes due 2020 $74

  • $74

6.375% Senior Notes due 2021 21

  • 21

5.875% Senior Notes due 2022 (1) 1,754

  • 1,754

8.0% Senior Notes due 2023 (1) 495

  • 495

Baltimore 5.75% Revenue Bonds due 2025 103

  • 103

Miscellaneous Debt 4

  • 4

Total Debt (2) $2,695 $197 $2,498 Net Debt (3) $2,634 $191 $2,443 Stockholders’ Equity $3,906 $142 $3,764 Total Capitalization $6,601 $339 $6,262 Liquidity Cash and Cash Equivalents $61 $6 $55 Revolving Credit Facility Capacity (4) 1,870 203 1,667 Total Liquidity $1,931 $209 $1,722

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2.2 1.4 4.4 2.0 1.2 0.0 1.0 2.0 3.0 4.0 5.0 2016 2017E 2018E 4Q16 Forecast Current Forecast

Finance: Leverage Ratio and Liquidity Projection

18

(1) Leverage ratio equals expected year-end net debt divided by expected EBITDA. CONSOL Energy is unable to provide a reconciliation of projected EBITDA to projected operating income, the most comparable financial measure calculated in accordance with GAAP, due to the unknown effect, timing, and potential significance of certain income statement items. (2) Excludes letters of credit of $333 million. Note: Assumes $400-$600 million in asset sales in 2017 and a base case 20% CNXC drop in 2018. Forecasts based on strip pricing for open volumes as of 4/4/2017.

  • Reduced 2017 and 2018 expected leverage ratio targets by an

additional 0.2x each since the end of 4Q16

  • Path to reaching and maintaining a sub-2.5x leverage ratio
  • Liquidity rises by estimated $1 billion in free cash flow by 2018
  • Plan Upside:
  • Increased efficiencies
  • Rising commodity prices
  • Accelerated drops
  • Additional asset sales

Leverage Ratio 2016-2018E(1) Liquidity 2016-2018E

Asset Sales Organic

FCF Sources 2017E-2018E

1.7 2.2 2.6 0.0 0.5 1.0 1.5 2.0 2.5 3.0 2016 2017E 2018E $ in billions

(2) (2)

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SLIDE 19

Finance: Legacy Liabilities

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Significant legacy liability reductions over past three years:

  • Miller Creek/Fola transaction drove

substantial reduction in legacy liabilities in 2016

  • Continue to actively manage the reduction
  • f legacy liabilities

Balance Sheet Liability Long-Term Liability Guidance 3/31/2017 FY 2017E FY 2018E LTD $19 WC 79 CWP 118 OPEB 698 Salary Retirement/Pension 111 Asset Retirement Obligations 238 Total Legacy Liabilities $1,263 Total Cash Servicing Cost $19 $74 - $79 $70 - $75 EBITDA Impact

($12)

($57 - $62) ($57 - $62)

Note: 3/31/17 liability balance includes approximately $22 million and $38 million in employee-related and environmental liabilities associated with Pennsylvania Mining Operation (PAMC), respectively. Future EBITDA loss and cash servicing costs related to these liabilities will run through the PAMC segment financial detail and therefore the cash servicing costs and EBITDA loss related to these liabilities are excluded from the 2017 & 2018 forecast presented above. For FY 2017, the cash servicing costs associated with PAMC long-term liabilities are forecasted to approximate $8 million, while the EBITDA loss associated thereto is forecasted to approximate $12 million. Excludes gas well closing.

$4,187 $1,703 $1,497 $1,362 $1,267 $1,263 $1,258 $365 $144 $139 $133 $92 $77 $77 $0 $50 $100 $150 $200 $250 $300 $350 $400 $450 $500 $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 $4,000 $4,500 2012 2013 2014 2015 2016 Q1 2017 2017E Annual Cash Servicing Costs ($ in Millions) Legacy Liabilities ($ in millions) Total Legacy Liabilities Total Annual Legacy Liabilities Cash Servicing Cost

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SLIDE 20

Financial Outlook: NAV/Share Value Drivers Accelerating

We expect growth while generating free cash flow:

  • Stringent focus on capital allocation to drive the highest NAV per share decisions
  • Become a leader in capital allocation, when compared to the best global companies
  • Invest when rates of return are meaningfully higher than the cost of capital
  • Reduce capital intensity across the whole enterprise

We have improved transparency and predictability:

  • Extending out public forecasts across all business units
  • Providing the tools to build out the NAV of the company
  • Asset development provides 22 years of core development with large upside – JV dissolution reset
  • Fast delineation of our acreage position to capture large NAV optionality

Our plan forecasts strengthening financial metrics:

  • Maintain strong liquidity above $1.5 billion
  • Improving credit metrics and leverage ratio below 2.5x
  • Provide flexibility to finish separating the E&P and coal businesses
  • Use the approximately $1 billion of free cash flow through 2018 to reduce debt and equity
  • Drive down E&P cost of capital to 8% by year-end 2018

20

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SLIDE 21

Q&A

21

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SLIDE 22

APPENDIX

22

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SLIDE 23

Finance: Segment Guidance

23

Note: Guidance as of 5/2/2017, based on strip pricing as of 4/4/2017. (1) Excludes stock-based compensation. (2) Includes Idle Rig Charges, Unutilized Firm Transportation Expense (Net Of 3rd Party Revenue), Land Rentals, Lease Expiration Costs, Misc. Gas, and Exploration Expense.

E&P Segment Guidance 2017E 2018E Production Volumes: Natural Gas (Bcf) 380-400 NGLs (MBbls) 6,000-7,000 Oil (MBbls) 45-50 Condensate (MBbls) 600-700 Total Production (Bcfe) 420-440 490-520 % Liquids 9%-11% 7%-12% Open Natural Gas Basis Differential to NYMEX ($/Mcf) ($0.31) ($0.27) NGL Realized Price ($/Bbl) $20.40 $17.60 Condensate Realized Price % of WTI 70% 70% Oil Realized Price % of WTI 90% 90% Capital Expenditures ($ in millions): Drilling and Completions $465 Midstream $40 Land, Permitting and Other $50 Total E&P and Midstream CapEx $555 $600 Average per unit operating expenses ($/Mcfe): Lease Operating Expense $0.17-$0.21 Production, Ad Valorem, and Other Fees $0.07-$0.08 Transportation, Gathering and Compression $0.85-$0.90 Total Cash Production and Gathering Costs $1.09-$1.19 $0.98-$1.11 Other Expenses ($ in millions): Selling, General, and Administrative Costs(1) $70-$75 $65-$75 Other Corporate Expenses(2) $75-$80 $50-$60 PA Mining Operations – Consolidated 100% Basis 2017E Coal Sales Volumes: Total Coal Sales Volumes (millions of tons) 25.6-27.6 Total Committed Volumes (contracted and priced) 25.4 % Committed ~95% Capital Expenditures ($ in millions): Total Coal Capital Expenditures ($ in millions) $120-$136

  • Coal capital expenditures expected to be approximately $5

per ton in 2017 and beyond

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SLIDE 24

Finance: 2017E EBITDA Guidance

24

(1) Includes forecasted Earnings of Equity Affiliates of $40 million in 2017 associated with CNX's proportionate share of ownership in CONE Midstream. This income is reflected within Miscellaneous Other Income in the CNX Income Statement. Base plan assumes NYMEX as of 4/4/2017 of $3.40 per MMBtu + weighted average basis of ($0.29) per MMBtu on open volumes. Note: CONSOL Energy is unable to provide a reconciliation of projected EBITDA to projected operating income, the most comparable financial measure calculated in accordance with GAAP, due to the unknown effect, timing, and potential significance of certain income statement items.

EBITDA Guidance by Segment – 2017E

($ in millions) E&P(1) PA Mining Operations Other Current Total (5/2/17) Prior Total (1/31/17) Earnings Before Interest, Taxes and DD&A (EBITDA) $705 $410 ($20) $1,095 $1,080 Adjustments: Unrealized (Gain)/Loss on Commodity Derivative Instruments (150)

  • (150)

(200) Stock-Based Compensation 20 10

  • 30

30 Adjusted EBITDA $575 $420 ($20) $975 $910 Noncontrolling Interest

  • (50)
  • (50)

(45) Adjusted EBITDA Attributable to CNX $575 $370 ($20) $925 $865

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SLIDE 25

Non-GAAP Reconciliation: EBITDA and Adjusted EBITDA

25

Source: Company filings. Note: Income tax effect of Total Pre-tax Adjustments was $40,884 and $10,310 for the three months ended March 31, 2017 and March 31, 2016, respectively. Adjusted net income attributable to CONSOL Energy Shareholders for the three months ended March 31, 2017 is calculated as GAAP net loss attributable to CONSOL Energy Shareholders of $38,966 plus total pre-tax adjustments from the above table of $117,949, less the associated tax expense of $40,884 equals the adjusted net income attributable to CONSOL Energy Shareholders of $38,099. (1) CONSOL Energy's Other Division includes expenses from various other corporate and diversified business unit activities including legacy liabilities costs and income tax expense that are not allocated to E&P or PA Mining Operations Divisions.

Three Months Ended March 31, 2017 2017 2017 2017 2016 ($ in thousands) E&P Division PA Mining Operations Division Other(1) Total Company Total Company Net (Loss) Income ($93,502) $61,015 ($1,015) ($33,502) ($96,458) Less: Loss from Discontinued Operations

  • 53,167

Add: Interest Expense 621 2,297 41,515 44,433 49,865 Less: Interest Income

  • (1,543)

(1,543) (214) Add: Income Taxes

  • (53,789)

(53,789) (23,800) (Loss)/Earnings Before Interest & Taxes (EBIT) from Continuing Operations (92,881) 63,312 (14,832) (44,401) (17,440) Add: Depreciation, Depletion & Amortization 95,348 42,301 11,104 148,753 154,988 Earnings/(Loss) Before Interest, Taxes and DD&A (EBITDA) from Continuing Operations $2,467 $105,613 ($3,728) $104,352 $137,548 Adjustments: Unrealized (Gain)/Loss on Commodity Derivative Instruments (24,640)

  • ($24,640)

29,271 Impairment of E&P Properties 137,865

  • $137,865
  • Loss on Sale of Gathering Pipeline
  • 12,636

Severance Expense 162

  • 68

$230 2,918 Other Transaction Fees

  • 5,316

5,316

  • Gain on Debt Extinguishment
  • (822)

(822)

  • Total Pre-tax Adjustments

$113,387

  • $4,562

$117,949 $44,825 Adjusted EBITDA from Contiuing Operations $115,854 $105,613 $834 $222,301 $182,373 Less: Net Income Attributable to Noncontrolling Interest

  • 5,464
  • 5,464

1,114 Adjusted EBITDA Attributable to Continuing Operations $115,854 $100,149 $834 $216,837 $181,259

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SLIDE 26

Non-GAAP Reconciliation: TTM EBIT, EBITDA and Adjusted EBITDA

26

Source: Company filings. Three Months Ended Three Months Ended Three Months Ended Three Months Ended Twelve Months Ended June 30, September 30, December 31, March 31, March 31, ($ in thousands) 2016 2016 2016 2017 2017 Net (Loss)/Income ($468,649) $27,593 ($301,634) ($33,502) ($776,192) Less: Loss from Discontinued Operations 234,605 34,975 (19,564)

  • 250,016

Add: Interest Expense 47,427 47,317 46,867 44,433 186,044 Less: Interest Income (547) (214) (532) (1,543) (2,836) Add: Tax Valuation Allowance

  • 166,798
  • 166,798

Add: Income Taxes (100,856) 52,858 (84,990) (53,789) (186,777) (Loss)/Earnings Before Interest & Taxes (EBIT) from Continuing Operations (288,020) 162,529 (193,055) (44,401) (362,947) Add: Depreciation, Depletion & Amortization 135,220 151,712 156,583 148,753 592,268 Earnings/(Loss) Before Interest, Taxes and DD&A (EBITDA) from Continuing Operations ($152,800) $314,241 ($36,472) $104,352 $229,321 Adjustments: Unrealized Loss/(Gain) on Commodity Derivative Instruments 279,715 (159,555) 236,802 (24,640) 332,322 Impairment of E&P Properties

  • 137,865

137,865 Severance Expense 1,451 952 424 230 3,057 Pension Settlement 13,696 3,652 4,848

  • 22,196

Other Transaction Fees

  • 3,752

5,316 9,068 Coal Contract Buyout (6,288)

  • (6,288)

Gain on Debt Extinguishment

  • (822)

(822) Total Pre-tax Adjustments $288,574 ($154,951) $245,826 $117,949 $497,398 Adjusted EBITDA from Continuing Operations $135,774 $159,290 $209,354 $222,301 $726,719 Less: Net Income Attributable to Noncontrolling Interest $1,179 $2,248 $4,413 $5,464 $13,304 Adjusted EBITDA Attributable to Continuing Operations $134,595 $157,042 $204,941 $216,837 $713,415

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SLIDE 27

Free Cash Flow Reconciliation

27

Source: Company filings.

Three Months Ended Three Months Ended March 31, March 31, ($ in thousands) 2017 2016 Net Cash provided by Continuing Operations $205,194 $119,808 Capital Expenditures (112,978) (78,968) Net Distributions from Equity Affiliates 5,909 (5,578) Organic Free Cash Flow From Continuing Operations $98,125 $35,262 Net Cash Provided By Operating Activities $205,119 $128,442 Capital Expenditures (112,978) (78,968) Capital Expenditures of Discontinued Operations

  • (5,737)

Net Distributions from Equity Affiliates 5,909 (5,578) Proceeds from Sales of Assets 19,427 411,259 Free Cash Flow $117,477 $449,418