Company Presentation Q3 2016
Cautionary Language 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. 2
CONSOL Energy: Company Overview Journey Towards Becoming a Top Tier Appalachian E&P Company Complete 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 Coal-E&P Revenue Split, 2012 Coal-E&P Revenue Split, 2015, excl. Buchanan E&P Revenues E&P Revenues E&P Revenues Coal Revenues Coal Revenues Coal Revenues CONSOL Energy is now a pure-play E&P company 3
Marcellus Joint Venture (JV) Exchange Agreement Post-Exchange Acreage Map Exchange agreement of jointly owned Oil & Gas properties, 1. 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 Cash payment from NBL to CNX equal to ~$205 million 2. Cancellation of remaining drilling “carry” obligation due from NBL 3. 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 Anticipate closing in Q4 2016; effective as of October 1, 2016 4. 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 The transaction is designed to deliver approximately $480 million of value to CNX in exchange for the cancellation of the drilling “carry” obligation 4
Post-Exchange Agreement: Pro Forma Analysis Impact on Marcellus Shale Operations Before After CONSOL Energy JV Exchange Agreement JV Exchange Agreement 2016E Production (1) (Bcfe) 380-385 390-395 2016E Average per Unit Operating Expenses ($/Mcfe) $2.27 - $2.49 $2.27 - $2.49 Net Marcellus DUC Inventory (Wells) 37.5 53.0 CONSOL Interest in JV Assets Held by CONSOL Marcellus Joint Venture Assets Total JV Assets After Exchange Agreement Before 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 (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. 5 (2) 7,000' laterals x 750' spacing.
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