Ladies and gentlemen, thank you for standing by and welcome to the CONSOL Energy's Second Quarter Earnings Conference Call. As a reminder, today’s call is being recorded. I’d now like to turn the conference call over to the Vice President of Investor Relations, Tyler Lewis.

Thanks Lola and good morning everyone. Welcome to CONSOL Energy second quarter conference call. We have in the room today Nick DeIuliis, our President and CEO; Dave Khani, our Chief Financial Officer; Jim Grech, our Chief Commercial Officer; Tim Dugan, our Chief Operating Officer of our E&P Division; and Jimmy Brock, our Chief Operating Officer of our Coal Division and CEO of CNX Coal Resources. Today, we will be discussing our second quarter results and we have posted slides to our Web site under the section labeled Presentation to Analysts. As a reminder, any forward looking statements we make or comments about [true] expectations are subject to business risk, which we’ve laid out for you in our press release today, as well as in our previous SEC filings. We will begin our call today with prepared remarks by Nick, Dave and then Tim. Jim Grech and Jimmy Brock will then participate in the Q&A portion of the call. With that, let me start the call with you Nick.

Good morning everybody and thanks for joining us and before Dave goes into the details of the quarter and then Tim Dugan covers some very exciting news on our dry Utica results, I’d like to provide some brief remarks and update focusing on CONSOL strategic path. And specifically what we’ve accomplish so far and what we plan to accomplish over the next 18 months. First and foremost, the management team is committed to driving our NAV per share and having that NAV per share recognized in our valuation. Over the course of the past three years, we’ve taken a number of strategic steps, some of which were very challenging steps and to transforming the company for the future, unlocking the hidden value of our asset base and ultimately driving NAV per share. We’ll continue to take steps including strategic ones to drive that NAV per share and of anything, our sense of urgency on this front is amped up even more over the past quarter. I also want to begin by making very clear that we are confident in the transformative plan. We are in the process of executing, despite the short term challenges of the entire industry is containing with. And we remain confident that the strategic transformation we are undertaking will ultimately yield and unlock the true value of this 151 year old company. So as part of this transformation which continues today, we’ve executed a number of strategic and tactical initiatives which I think are important to highlight. In addition to substantially strengthening our balance sheet and significantly reducing our legacy liabilities which Dave is going to cover in the tail in a few minutes, last year we IPO'd a portion of our joint venture of Marcellus gathering systems into an MLP known as CONE Midstream Partners.…

Thanks, Nick and good morning everyone. I'd like to discuss our loss for the quarter, the improvement in controllable items and the road to profitability and free cash flow while we are still in this weak commodity price environment. I'd also like to highlight the areas that will be helpful for you to model our company, including fresh free cash flow, capital plans and balance sheet. I have several slides on our Web site and I'll focus on the slides at really -- on pages 34 through 44 and these should help provide some details. First, let me hit some key controllable areas in the quarter. First, we made significant progress on reducing costs under our [ZBB] focus, capital intensity, legacy liabilities and drilled in completing nearly seven of our Utica wells. While these moves will improve our rate of return and our NAV per share. Second, we met production times in coal and exceeded in E&P. Third, we met our unit cost expectations early and expect unit cost to decline even faster into 2016. Fourth, we expect to meet our 2015 and '16 guidance especially on the E&P front when reducing our capital. In essence, our 2013 to 2015 capital is proving to be even more productive and enabling us to dial down the next 18 months of capital to maintain our forecast. Tim will highlight this further. Fifth, as a result of all these actions, we now expect to generate free cash flow earlier than initially planned providing more flexibility to be on the offensive and six and last and important. As our drilling results have dramatically improved our asset sale opportunity set has significantly risen. We now have over $2 billion of assets to be monetized. Now I cannot comments on specifics, but know that we have…

Thanks, Dave and good morning everyone. Over the last 18 months, CONSOL has evolved into a Tier 1 Appalachian focused E&P Company. We've made great strides and the progress and improvement that we've seen across all disciplines has been significant. Looking ahead over the next 18 months, we expect to achieve our 2015 and 2016 growth objectives of 30% and 20% respectively, with much lower activity in capital levels, while positioning ourselves for market appropriate growth in 2017. But before we get into the important topics, let's first start with some recent dry Utica results that we're very excited about. This past Friday, we began flow back on the Gaut 4IH, a deep dry Utica well located in Westmoreland County, Pennsylvania. The Gaut stands out over and above any other Utica wells built to-date because of its location and results. This is a true step out well which adds substantial breadth to the entire Utica play. Based on flow rate, the Gaut is the second best dry Utica well to drill to-date with maximum flowing pressures exceeding 9000 pounds and a 24 hour flow rate in excess of 61 million cubic feet a day. During the 24 hour flow test, the pressures never dropped below 7500 pounds. The Gaut has a 5840 foot lateral that was drilled and completed for approximately $27 million. And as we've seen with our Monroe County Utica wells, there will be tremendous improvement in costs as we move forward with additional wells. But most importantly, the Gaut proves up a significant amount of dry Utica acreage and adds 15 plus years to our already impressive inventory of drillable stacked play wells. Dry Utica wells of this caliber will generate a rate of return in excess of 35% at $2.95 per Mcf realized price and will…

Thanks Tim. That concludes our prepared remarks. Lola, can you please open the call?

Certainly. [Operator Instructions] First we’ll go to the line of Neal Dingmann with SunTrust.

I just want to ask a little bit about the Gaut well. A couple of things Tim I guess for you or Tim -- Tim, for your or Nick. After seeing that well, I guess your thoughts as far as development plans or to call it delineation plans is a thought to continue up in that northeast area or work in the sort of the southwest PA and kind of fill in, if you could discuss kind of the delineation plans after that success?

I think that you look at our test program over the next well basically for this year as the results come in Q3-Q4 across the dry Utica. Gaut was the further step out, as Tim indicated. Those are very important data points for the industry because of where it's located, but also for us because we got over 100,000 acres of dry Utica up in that West Moreland/Indiana County area. So, for us in terms of thinking about that and what it means and what its implied value is as well as how it might fit within our development plans that was important. Tim also mentioned what we've got going on in Greene Hill and Greene County, Southern Washington, Northern Greene County next to some other industry wells that are being drilled there. That will play into our stack pay opportunity because that's where we got the most historical concentration of wells on the Marcellus side within the company and then we've got Monroe County, Ohio and what our joint venture partner is doing in the panhandle of West Virginia, so by the end of this year, we'll have the data to assess what that means for activity level for reducing capital intensity to get our production targets and what that means potentially for asset monetizations if we're not going to get to certain positions in the near 2015 years or so. On the specific wells that are coming on and when, Tim's got some additional information to provide there.

We should have -- we will have more in the next couple of months. We'll have more information on dry Utica wells as we bring some of our Monroe County Utica wells online and then we've got our Greene Hill well that we're currently drilling that we will have information on by the end of the year. But, as Nick said this really provides us with a lot of optionality in our development plans.

No, that makes sense guys. And Nick, maybe I'll just do one follow up. You guys seem to always stay ahead of the curve, you and Tim and the group as far as takeaway and as such. Could you just address that as far as FT and takeaway whether that be up more of that northeast up in the West Moreland/Indiana area or down in the Southwest PA. Are you set remainder of this year and into next year?

Yeah, the Gaut results are not just extremely important because of what that means for NAV and footprint up in West Moreland/Indiana, but it's also well situated with how we're sitting on firm transportation. I'll let Jim Grech give you a little more detail there.

Yeah, Neal as Nick said the unused FT that we have in our portfolio sits right in the fairway of these Utica wells. So as Tim drills up these wells and we put them into production, we have existing very low cost FT in place to move the gas. So we're in good shape.

And next we'll go to line of Brandon Blossman with Tudor, Pickering, Holt.

Tim, given your well result on the Gaut and some other industry well results, any bias to moving the Utica type curves up in general?

Well, it's still early, but there are certainly positive indications that which way they are going. But we just began flow back Friday. We got a 24 hour flow rate, but we still have more data to acquire.

And then it actually probably rolls into the next question. As far as debottlenecking and allowing more throughput on the gathering systems over the next 18 months, is there -- do you guys feel comfortable about what the flow profile looks like and the clients look like as you debottleneck in order to hit those production targets?

Yes. So we are in the middle of north Nineveh debottlenecking that we also talked about on our CONE call and that is materially moving our production up and taking the well head pressures down pretty materially. And so it is going to help the well flow closer to what they should be flown.

And then just a bookkeeping item. On the rig release, any contract termination causes that we need to be aware of as far as onetime expenses?

No, but they are baked into -- all this is baked into our costs.

Next we will go to the line of Jeremy Sussman with Clarkson.

Thanks for taking my question. I was wondering on the gas side, obviously you guys had -- were hurt by differentials this quarter, but the costs were quite good. Could you sort of talk about kind of on a unit basis I guess, how we should kind of think about the next 12 to 18 months where you are today and how you'd like to get to where you would like to go?

Yes. So overall, we expect unit cost on the E&P front to come down another 10% to 15% versus the second quarter of '15. That is a function of unit costs coming down out of Marcellus. The mix shift continually to more of our lower cost Marcellus as well as Utica and then a modest amount really will be from the impairment and taking that DD&A rate down on the small amount of the conventional SOG well. So that is a function of the activity set that we are doing. That's a function of the reduction of headcount and I don’t know if there is anything else Tim that you want to talk about.

Well I think on the operational side, we'll employ the same manufacturing mindset that we employed in our drilling and completion operations to drive down our lease operating expense.

And just -- that's helpful. Just quick follow-up, so for the Buchanan, you talked about potentially partnering with the third party to potentially consolidate the Met market before if the future IPO. I guess, can you just give us a little bit more color I guess on what you are thinking here and this just mean it's unlikely at this point given the markets that you would go about standalone IPO, I guess so is that still on the table?

We said in the remarks that the IPO that we have planned for this year, we changed direction there, because of what’s going on with the global Met market. So the way to think about, I think Buchanan in the fall back or base case would be is either a drop down within CNXC which has the right of first offer tied to it or something would involve a third party to either as we said consolidate the footprint with other best in class assets in a fluid market or effectively monetize part of that asset up itself with someone that's interested in partnering with us longer term. Beyond that, we really don't want to speculate at this time and that type of an opportunity is not contemplated in the asset sales numbers that we’ve assumed to get to our free cash flow targets, so this would be something that would be additive to it.

Next we’ll go to the line of Megan Repine with FBR Capital Markets.

I was hoping that you guys could walk us through kind of the latest milestones things that we should be looking at from a stacked pay development as we move into 2016?

Well, I think with the Utica results we’re seeing, Utica as we move further and further into the Utica, there will be stepping further and further into the stack play development. The Gaut was drilled on a distinct Marcellus pad, so we are able to utilize existing infrastructure and that's really -- in general, that's the plan forward with a majority of our Utica development.

And also bigger picture looking at it over a longer period of time what the dry Utica does and stack plays do, I think there is three big sort of conclusions or characteristics you would see. One would be to hit a certain level of production growth, our capital intensity should be reduced significantly, so that's because of everything from shared infrastructure to just the nature of the potential productivity of these dry Utica wells. So that will be obviously a big driver and an important one for us when you look at capital intensity to hit production growth. Second characteristic, I think you will see is the company will rapidly evolve you’ve seen that now where early on with the advent of the Marcellus and then Utica coming into play many different acreage footprints a lot of activity across a range of different counties across three states of Pennsylvania, Ohio and West Virginia. Moving forward, I think activity level is very concentrated and two, three or four key plays where we’ve got the stack pay opportunity and we can setup in those sub areas and setup there for years to get all of our production growth. So not just lower capital intensity, but a much more concentrated activity footprint. And then the third characteristic that comes out of that is okay if we got a more concentrated activity footprint that opens up significant acreage footprints beyond that for either asset monetizations or additional joint venturing what leads to bring forward I’ll call that value sooner instead of later, so those are the three big picture ones I think you should look for over the long-term in stack pays and specifically the dry Utica coupled with the Marcellus are going to bring to there force.

And then just on your 2016 initial E&P capital program, can you clarify what lateral length on average that contemplates relative to 2015?

It’s about the same, 7,500 feet to 8,000 feet.

And next, we’ll go to the line of Jeffrey Campbell with Tuohy Brothers.

First question was with regard to the Gaut. Just wondering what’s the cost expectation for Utica wells in the West Moreland once you get into development mode? And is it correct that 27 million on an existing pad had a lot of science spending for the Gaut well?

Yes, it did. It had quite a bit of spending -- science spending. Our goal would be to get those down sub $15 million, but it’s going to vary some based on debt as we go from Monroe County over into Pennsylvania, they get deeper, completions get more expensive, but we expect to get them down below $15 million.

Slide 16, it looks like the Marcellus Southwest gas EUR jumped significantly quarter-over-quarter, but it also appeared to be gassier. Is this more typical the EUR profile going forward or is this just variability of drilling locations?

No, I think that's the EUR going forward. We’ve seen some very positive results there and all the wells that have been brought online in that area, so I think that's -- we’ll see that consistently.

And if I could ask just one last quick one. Can you comment on the Utica sublease that you highlighted on Slide 20? Just was wondering what that was about.

Hold on, we’re jumping over to it. That is the Majorsville sublease? It's an area that had both Utica and Marcellus potential and it will be built into our development plans moving forward.

And next, we will go to the line of Michael Dudas with Sterne Agee. Mr. Dudas?

Mike take your mute off.

I'm sorry, can you hear me now?

Yes.

Sorry about that, yes. First time using a phone, I guess. First question is, Dave, I think in your remarks you talked about improved basis differential. Can you maybe share the thoughts about how you see generally on the takeaway capacity and timing of such? And maybe tie that also into maybe from Jim Grech's standpoint, are some of the customers for your gas or for your coal ramping up natural gas fired plant proposals or are we seeing more LNG exported coal point? Is that moving along pretty well? And I've seen you made those announcements on ethane takeaway. Just to get a sense of how quickly we can move that and get some better demand for the product?

Sure. So obviously we are trying to figure out where basis will go. We think it's going to get the differential. We will get positive or our free cash flow analysis however we kind of kept it at $0.60 differential for '16 just to be conservative on our estimates. I think the forward curve right now is somewhere around $0.51, but we see slowing production growth. We see the projects of FT that we have watched coming online and we anticipate another 6 Bcf per day to 8 Bcf per day of takeaway capacity and so we anticipate that by the end of '16, the basis should continue to narrow as well as seeing some local demand for natural gas in the region pick up as well. So I don’t know Jim if you want to get into more details.

Yes Mike you asked about both gas and NGLs and on the gas side, we are seeing increased demand from our customers and these are mostly are historic coal customers for gas as they have gas power plants coming online. Going down into the south and the southeast off the Nexus pipeline, we are talking to multiple entities that have invested in that pipeline about selling them turn gas and that falls right in line with their projections to bring new gas generation online thereby increasing the demand for gas and the same thing going into the Midwest, while we took a position on the Nexus pipeline, we see gas production -- gas generation coming online, thus increasing the demand for gas up into the Midwest markets where we are going to as well. So we are seeing some good demand increase there from generation as you get off to the '17, '18 timeframe. The other part of your question was about NGLs, ethane, propane, butane and the takeaway from the basin. And the one of the pipes that's going to have the biggest impact on the basin that we see is the Mariner East 2 pipeline which we have that coming on late ‘16 early ‘17 that's going to be 275,000 barrels a day of takeaway capacity in addition to the Mariner 1 pipeline which comes on this October that 275,000 barrels a day, right now in the basin we’ve got about 255,000 barrels a day of production of propane and butane. So that pipe, now that production of course will increase overtime but that pipe with the size of it is going to have significant takeaway capacity for these NGLs out of the basin thus improving the pricing there as we get out to the later ‘16, ‘17 timeframe.

Excellent. My follow-up for Nick, with the data you shared -- you guys have been very aggressive on your cost reductions and capital efficiency which is duly noted in the numbers. When do you think there's a sense that you can be more aggressive on the offensive side as you mentioned in your prepared remarks? And obviously, your shares and certainly that could be a quite interesting target, but do you see other areas away from where you are that because of the stress in the market that could be enticing as well? And when do you think that becomes more of a positive impact for CONSOL going forward? Thank you.

The base case 18 month plan moving forward as Dave said use NYMEX forward strips, use a negative $0.60 basis use some conservative assumptions for coal pricing and you take all of those roll them up conservative asset sales you get a free cash flow positive projection for 18 months, that's the first, I think most critical step. Our ability I think to beat that beyond an uptick in commodity price which may very well occur will really hinge on how aggressive we can be on asset monetization. So we talked about the dry Utica, we talked about all the other sort of non-core asset monetization efforts we’ve got going on, we talked about some others today. To the extent that we can turn those loose above and beyond materially what’s in those numbers, the projections that we provided that's where we can play some offense. Now when you talk about offense, put this in remarks are there opportunities out there in the coal and E&P spaces? Yes, but I will tell you that the biggest opportunities we see right now without a doubt that simply can’t be beat or what our shares are trading at and what desk trading at, so first things first, we got a base case. It doesn’t assume a home run, it gets us to free cash flow positive. We are aggressively moving to get the home run above and beyond that to the extent that we do. We got a target rich environment right now.

And next we’ll go to the line of Jorge Beristain with Deutsche Bank.

I guess my question is more for David. Just on Page 6 of your power point presentation, you mentioned the minimum current ratio that has to be I guess if it goes below one times the covenant the revolving credit line becomes at risk? Could you just quantify a little bit more what exactly is defined in the current ratio? And would you have any waivers in place or is there any risk of sort of slipping below the one times in the second half?

Yes, No, if you look out actually into 2016 into the second half and into 2016, we see that ratio actually improving not based upon our base plan with the minimum asset sales with the forward curve and with the sort of current commodity prices. So we don’t worry about that and it’s a normal ratio of current assets, current liabilities and a function that drives it will be how much is on a revolver and those other two pieces.

And next we’ll go to the line of David Gagliano with BMO Capital Markets.

I wanted to ask a few questions, just to kind of drill down a little bit on this cash flow commentary. I know there is a lot of focus there, and admitting I haven’t finished going through the 65 slides, so some of these questions are going to be annoyingly stupid and I apologize, but trying to get to the point. On the CapEx for 2016, it looks -- I want to go through like kind of the uses and the sources, just the obvious moving parts here. CapEx 2016 looks like it’s a total of what 600 million something like that.

That’s ballpark, yes because we said maintenance capital on our coal side is about 5 bucks a ton and then we gave you the range on the E&P front.

And so then interest expense a couple of 100 million bucks is kind of the run rate right now, is that reasonable for '16?

That’s reasonable.

And then cash taxes like 100 million bucks or something like that, is that reasonable?

No, I think we will be more of a cash defer, so we’ll be almost 100% deferred tax.

So zero that out. And then are there any other big uses that I’m missing there?

No.

And then on the sources, we have asset sales of 100 million or midpoint of 100 million in the assumption and then cash from the MLP component. I don’t exactly know what that would be, but is it like 30 million or something like that or is that too high?

Well we have potential for dropdowns as well as recouping through the GP and our LP ownership, so you should really think about it as how much links out in that 9% position as oppose to what comes back. So we have -- I guess you didn’t participate in the CNXC roadshow, so it's hard for you to know the drop-down schedule we put out, but we talked about dropping down assets over the next four years.

Yes, but are the drops included in this free cash flow?

No.

So let's strip that out then so it makes it even easier. So what else do we have on the sources side other than the asset sales and EBITDA right, that's pretty much it, right?

That's pretty much it, it's -- it would be then the forward curve of production growth, right, and our unit cost reduction and both coal and E&P. That's it.

So when I do that I mean it implies a floor EBITDA of like 710 million to hit your free cash flow positive number. So I guess what I'm trying to figure out if consensus for next year is $1.1 billion so obviously there is a pretty big buffer there. So am I missing anything or is that kind of how….?

I think David what we need to do is maybe follow this up offline, but I'm guessing it can come down to assumed commodity price for because we guided -- as we said NYMEX forwards $0.60 negative basis relatively conservative assumptions on our coal pricing and the costs should if anything be better than what's projected production should be straight up with what everyone's expecting. So, why don't we follow this up offline and get you on point.

No, I think I've got it. I think I'm on point. I just wanted to make sure I wasn't missing anything in terms of what's incrementally new here on this free cash flow commentary. I appreciate it. Thank you.

And next, we will go to the line of Matt Vittorioso with Barclays.

Yes, thanks for taking my question. Just on the back of one of your larger shareholders discussing their view that may be you should monetize your gas assets, certainly not going to ask you to comment on the probability of any kind of spin transaction of gas. But for your debt holders, as we read the documents, it appears as though most of your existing debt, the existing new bonds and the revolver would essentially travel with the E&P holding company which suggests that the E&P assets need to be able to support the debt load in order for you to affect a spin transaction like your shareholders suggested. Could you just comment on that? Is that the correct way to sort of interpret that suggestion?

Yes, if you look at our covenants, we could effectively spin out our gas business assuming our leverage ratio is 2.75 or lower on our E&P business and then we would avoid having to refinance in that spin process. Otherwise, you'd have breakage costs to do it. So it could be done, it just what's the cost of doing it. And you're right, the roughly 2.4 billion of public high yield debt as well as our revolver essentially travels with our E&P business.

So again I mean to hit that leverage target with all of that debt travelling, a spin really needs to happen when gas can better support that capital structure, is that a fair assumption?

Well, or if, let's just say, we end up monetizing assets to be able to repay debt and take it down below 2.75. So there is another way. Q: And then one quick follow-up, just with regard to your coal assets and I know you provided some detail on the CNXC S1 and today you've updated your committed position for 2016. I think you said you had roughly 50%, maybe 54% of your volume in 2016 committed and priced at a fairly healthy level. Where should we think about some of that higher quality Pennsylvania operations coal? I mean it's what 13,000 BTUs it's pretty low sulfur it's some of the better coal out there. Just for context, where does that coal trade in the spot market today? Any color you can provide there?

And then one quick follow-up, just with regard to your coal assets and I know you provided some detail on the CNXC S1 and today you've updated your committed position for 2016. I think you said you had roughly 50%, maybe 54% of your volume in 2016 committed and priced at a fairly healthy level. Where should we think about some of that higher quality Pennsylvania operations coal? I mean it's what 13,000 BTUs it's pretty low sulfur it's some of the better coal out there. Just for context, where does that coal trade in the spot market today? Any color you can provide there?

Matt, we don’t give pricing views out, but our coal prices track gas prices for the most part and there is we said on the roadshow just as a rule of thumb, if you got $3 gas, you got about $50 coal, you have got $4 gas, you got about $60 coal.

And no one else is in queue with a question, I would like to turn it back to Mr. Lewis for any closing remarks.

Alright. Great. Thank you. And thank you all for joining us. Lola, can you please review the replay information?