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Marcellus Shale Joint Venture Separation OCTOBER 31, 2016

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Page 1: Marcellus Shale Joint Venture Separationinvestors.cnx.com/~/media/Files/C/Consol-Energy-IR/... · Coal -E&P Revenue Split, 2012 E&P Revenues Coal Revenues 3 CONSOL Energy: Company

Marcellus Shale

Joint Venture Separation OCTOBER 31, 2016

Page 2: Marcellus Shale Joint Venture Separationinvestors.cnx.com/~/media/Files/C/Consol-Energy-IR/... · Coal -E&P Revenue Split, 2012 E&P Revenues Coal Revenues 3 CONSOL Energy: Company

Cautionary Language

2

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 are included in our

earnings release, and 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 and coal; we may not obtain on a timely basis the permits required for drilling and mining; we may not accurately

estimate our economically recoverable natural gas, oil and condensate; we may encounter unexpected operational issues when we drill and mine, including

equipment failures, geological conditions and higher than expected costs for equipment, supplies, services and labor; 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 joint venture partners,

who operate assets in which we have a significant interest, may not perform as we expect; we may not be able to sell non-core assets on acceptable terms;

we may be unable to incur indebtedness on reasonable terms; 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; with respect to the sale of the Buchanan and Amonate mines and other coal assets to Coronado IV LLC - disruption to our business, including

customer, employee and supplier relationships resulting from this transaction, and the impact of the transaction on our future operating results; with respect

to the proposed termination of the joint venture with Noble, risks that the conditions to closing may not be satisfied and the transaction may not occur,

including our ability to obtain regulatory approvals on the proposed terms and schedule, disruption to our business, including customer and supplier

relationships resulting from this transaction, and the impact of the transaction on our future operating and financial results and liquidity 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, 2015 filed with the Securities and Exchange Commission (SEC), as

updated by any subsequent quarterly reports on 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.

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 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 oil and 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.

Page 3: Marcellus Shale Joint Venture Separationinvestors.cnx.com/~/media/Files/C/Consol-Energy-IR/... · Coal -E&P Revenue Split, 2012 E&P Revenues Coal Revenues 3 CONSOL Energy: Company

Coal-E&P Revenue Split, 2012

E&P Revenues

Coal Revenues

3

CONSOL Energy: Company Overview

December 5, 2013 – Transaction with Murray Energy Corp. in which we sold half of coal

assets and related assets

April 19, 2014 – CONSOL Energy 150th Anniversary

September 25, 2014 – IPO of CONE Midstream Partners LP (NYSE: CNNX)

July 1, 2015 – IPO of CNX Coal Resources (NYSE: CNXC)

July 28, 2015 – Announced first PA Dry Utica well result in Westmoreland County

March 31, 2016 – Sold Buchanan Mine and associated met reserves

August 2, 2016 – Divested Miller Creek and Fola Complexes in Central Appalachia

September 30, 2016 – Dropped down an additional 5% interest in PA Mining

Complex to CNXC for total consideration of $88.8 million

October 31, 2016 – Announced agreement to separate Marcellus Shale joint venture with

Noble Energy

Coal-E&P Revenue Split, 2014

E&P Revenues

Coal Revenues

Coal-E&P Revenue Split, 2015, excl. Buchanan

E&P Revenues

Coal Revenues

CONSOL Energy is now a pure-play E&P company

Journey Towards Becoming a Top Tier Appalachian E&P Company Complete

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Marcellus Joint Venture (JV) Exchange Agreement 1. Exchange agreement of jointly owned Oil & Gas properties,

consisting of:

Developed properties with associated current production of

1,070 MMcfe/d, net to the JV. CNX and NBL to receive net

production of ~620 and ~450 MMcfe/d, respectively

Undeveloped properties, including 75 drilled but uncompleted

locations (DUCs), and ~669,000 Marcellus Shale acres, net to

the JV - CNX to receive 53 DUCs and ~306,000 net Marcellus Shale acres

- NBL to receive 22 DUCs and ~363,000 net Marcellus Shale acres

CONSOL will receive a disproportionately greater value in the

property exchange, with the difference equal to ~$275 million

2. Cash payment from NBL to CNX equal to ~$205 million

3. Cancellation of remaining drilling “carry” obligation due from NBL

to CNX equal to $1.6 billion; “carry” was only to be paid when

Henry Hub natural gas price was equal to or greater than $4/MMBtu

for 3 consecutive months, with an annual limit of $400 million

4. Anticipate closing in Q4 2016; effective as of October 1, 2016

Firm Transportation (FT) and Processing Commitments:

NBL and CNX have agreed to work with the pipelines to reallocate

firm transportation to better align with the upstream assets

The targeted reallocation between CNX and NBL attempts to be

value neutral to both parties, while optimizing firm capacity to post-

alignment production expectations

No material changes to previous financial FT and processing

commitments - No NGL sales commitments were impacted by the NBL transaction

Post-Exchange Acreage Map

The transaction is designed to deliver approximately $480 million of value to CNX

in exchange for the cancellation of the drilling “carry” obligation

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5

Post-Exchange Agreement: Pro Forma Analysis

(1) The 2016E production increase is a result of 85 MMcfe/d of additional production associated with the exchange agreement, as well as continued productivity improvements.

(2) 7,000' laterals x 750' spacing.

Impact on Marcellus Shale Operations

CONSOL Energy Before

JV Exchange Agreement

After

JV Exchange Agreement

2016E Production(1) (Bcfe) 380-385 390-395

2016E Average per Unit Operating Expenses ($/Mcfe) $2.27 - $2.49 $2.27 - $2.49

Net Marcellus DUC Inventory (Wells) 37.5 53.0

Marcellus Joint Venture Assets

CONSOL Interest in

Total JV Assets

Before Exchange Agreement

JV Assets Held by CONSOL

After Exchange Agreement

Working Interest 50% 100%

Net Undeveloped Acres 335,000 306,000

Net Future Locations(2) 2,790 2,550

Net PDPs (Wells) 258 280

Net PDP Flowing Production (MMcfe/D) 535 620

Page 6: Marcellus Shale Joint Venture Separationinvestors.cnx.com/~/media/Files/C/Consol-Energy-IR/... · Coal -E&P Revenue Split, 2012 E&P Revenues Coal Revenues 3 CONSOL Energy: Company

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Strategic Overview Agreement to Separate Marcellus Shale Joint Venture

Full autonomy to develop, operate, or divest assets

- Flexibility to operate these assets as we choose

- Facilitates stacked pay development opportunities

- Unlocks development of assets

- Increases ability to execute asset sales

- Increases production

Increases interest in the highest return acreage

- Increase proved undeveloped reserves (PUDs) in the core areas of the Marcellus Shale

- Retain high return acreage

Further strengthens the balance sheet

- Expected to increase EBITDA and free cash flow

- Reduces debt and leverage ratio

- Increases DUCs providing additional production opportunity with little additional required capital

- Improves liquidity

Top-tier Appalachian E&P company

- The Marcellus assets retained provide growth opportunities in best-in-class areas, with low cost potential

- Completes the transformation of CONSOL to a pure-play E&P

The exchange agreement provides CONSOL more control in capital allocation

decisions and creates greater opportunities to grow shareholder value

Page 7: Marcellus Shale Joint Venture Separationinvestors.cnx.com/~/media/Files/C/Consol-Energy-IR/... · Coal -E&P Revenue Split, 2012 E&P Revenues Coal Revenues 3 CONSOL Energy: Company

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Marcellus Shale Footprint Before and After the Joint Venture Exchange Agreement with Noble Energy

(1) 7,000' laterals x 750' spacing.

JV Marcellus Footprint:

Before-Exchange

CNX Marcellus Footprint:

Post-Exchange 7

WI (%) 50

Net

Undeveloped

Acres

335,000

Net Future

Locations(1)

(Count)

2,790

Net PDP (Wells) 258

PDP Flowing

Production

(MMcfe/D)

535

Marcellus Shale

Before Exchange Agreement

WI (%) 100

Net

Undeveloped

Acres

306,000

Net Future

Locations(1)

(Count)

2,550

Net PDP (Wells) 280

PDP Flowing

Production

(MMcfe/D)

620

Marcellus Shale

After Exchange Agreement

Page 8: Marcellus Shale Joint Venture Separationinvestors.cnx.com/~/media/Files/C/Consol-Energy-IR/... · Coal -E&P Revenue Split, 2012 E&P Revenues Coal Revenues 3 CONSOL Energy: Company

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2016 Activity Overview and 2017 Drilled and Uncompleted Opportunity Set

E&P Activity Summary – 2016 Plan

E&P Operations: Pro Forma DUC Inventory

Note: Plan as of 9/30/2016.

Implied inventory exiting 2016 anticipated to consist of 70 Marcellus and Utica

Shale wells, of which CONSOL will have 100% WI in 65 wells

Expected New

Wells Drilled in

H2 2016

Drilled

Uncompleted

Inventory

Drilled

Completed

Inventory

2016 TIL's

Remaining

Implied

2017

Inventory

2016

Completions

Remaining

Marcellus

SW PA Operated - 12 8 6 14 -

SW PA Non-Op - - - - - -

WV Operated - 41 - - 41 -

WV Non-Op - - - - - -

Total Marcellus - 53 8 6 55 -

Utica

SW PA Operated - - - - - -

OH Operated 9 1 - - 10 -

OH Non-Op - 5 - - 5 -

Total Utica 9 6 - - 15 -

Total Gross Marcellus/Utica

Wells 9 59 8 6 70 -

Page 9: Marcellus Shale Joint Venture Separationinvestors.cnx.com/~/media/Files/C/Consol-Energy-IR/... · Coal -E&P Revenue Split, 2012 E&P Revenues Coal Revenues 3 CONSOL Energy: Company

In addition to the upstream

deal, CNX and NBL have

agreed to work with the

pipelines to reallocate firm

transportation to better

align with the upstream

assets

The targeted reallocation

attempts to be value neutral

to both parties, while

optimizing firm capacity to

post-alignment production

expectations

Remains subject to FERC

and pipeline approvals

9

Gas Marketing Firm Transportation

FT reallocation retains low average cost and market exposure and improves

alignment of FT with current production and growth areas

$0.24 $0.25

$0.29 $0.30

$0.00

$0.05

$0.10

$0.15

$0.20

$0.25

$0.30

$0.35

2016 2017 2018 2019

Expected Avg. Demand per MMBtu:

2016E-2019E After Reallocation

Expected Firm Capacity by Pipeline After FT Reallocation

Charts also include transportation under precedent agreements

Pipeline YE 2016 YE 2018

ANR Pipeline 47 47

Columbia (TCO) 212 562

Dominion (DTI) 345 317

East Tennessee 282 202

Nexus - 115

TETCO 174 174

TETCO (via firm sales) 285 125

(1000s MMBtu/day) 1,345 1,542

Expected FT Capacities After Reallocation

TETCO

TETCO (via firm sales)

Dominion

East Tennessee

Columbia

ANR

NEXUS

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

Jan 16 Jan 17 Jan 18 Jan 19

1000s

MM

Btu

/da

y

Page 10: Marcellus Shale Joint Venture Separationinvestors.cnx.com/~/media/Files/C/Consol-Energy-IR/... · Coal -E&P Revenue Split, 2012 E&P Revenues Coal Revenues 3 CONSOL Energy: Company

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Gas Marketing Natural Gas Sales: Expected Market Mix

Sales mix remains mostly unchanged after the transaction

MIDWEST TETCO M3

TETCO M2

EAST TENNESEE

TETCO ELA

TETCO WLA

TCO POOL

DOMINION SOUTH

Gas Sales 2016E 2017E

Columbia (TCO) 17% 17%

TETCO (M2) 29% 28%

TETCO (M3) 16% 15%

Dominion (DTI) 15% 15%

East Tennessee 10% 10%

TETCO ELA & WLA 8% 8%

Midwest (Chicago) 5% 7%

100% 100%

Page 11: Marcellus Shale Joint Venture Separationinvestors.cnx.com/~/media/Files/C/Consol-Energy-IR/... · Coal -E&P Revenue Split, 2012 E&P Revenues Coal Revenues 3 CONSOL Energy: Company

0

100

200

300

400

500

600

Jan 16 Jan 17 Jan 18 Jan 19

MM

cf/

da

y

MVC

CNX and NBL have also agreed to

work with processing

counterparties to realign processing

capacity with the upstream assets

After the swap of capacity, CNX’s

volume of firm processing capacity

and minimum volume commitment

will be roughly unchanged

CNX will retain the flexibility to

bypass processing with certain

“damp” gas to continue facilitating

optimization of that gas

No NGL sales commitments were

impacted by the NBL transaction

11

Gas Marketing Natural Gas Processing and NGLs

Note: CONSOL Energy had processing capacity expansion rights of 110,000 Mcf/d.

Processing capacity is to be transferred in line with the asset areas it supports;

minimal impact to parties based on current volumes but gives

CNX additional flexibility in the future

CNX Expected Contracted Processing Capacity

Page 12: Marcellus Shale Joint Venture Separationinvestors.cnx.com/~/media/Files/C/Consol-Energy-IR/... · Coal -E&P Revenue Split, 2012 E&P Revenues Coal Revenues 3 CONSOL Energy: Company

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The exchange agreement provides CONSOL Energy the ability to drive NAV per share higher

through:

Greater flexibility in our capital allocation strategy and long-term development plan

- Optimize the development plan between the Marcellus and Utica horizons

- Should increase value in CONE Midstream Partners LP

Better control and flexibility to monetize E&P assets that were previously part of the JV

Pulls forward value for the JV “carry”

Quicker balance sheet de-levering and improves liquidity without issuing equity

Joint Venture Separation Drives Long-Term Value Growth

Key Takeaways of the Exchange Agreement

Completes the transformation of the company to a pure-play E&P