CONSOL Energy Reports Fourth Quarter Net Income of $74 million, or $0.32 per Diluted Share; Record Quarterly E&P Production of 70.5 Bcfe; E&P Division 2015 Capital Budget of $1.0 billion; Annual E&P Production Growth Guidance Remains 30% through 2016

PITTSBURGH, Jan. 30, 2015 /PRNewswire/ -- CONSOL Energy Inc. (NYSE: CNX) reported net income of $74 million for the quarter, or $0.32 per diluted share. This is compared to net income of $738 million, or $3.20 per diluted share from the year-earlier quarter, which included income from discontinued operations of $591 million. On a non-GAAP basis, the company had adjusted net income¹ in the 2014 fourth quarter of $58 million, or $0.25 per share, after adjusting for certain one-time items, which are listed in the EBITDA reconciliation table. Adjusted EBITDA¹ from continuing operations was $262 million for the 2014 fourth quarter, compared to $179 million in the year-earlier quarter. Cash flow from operations in the just-ended quarter was $87 million, as compared to $70 million in the year-earlier quarter.

CONSOL's E&P Division had another outstanding quarter by achieving record production of 70.5 Bcfe, or an increase of 45% from the 48.5 Bcfe produced in the year-earlier quarter. CONSOL's annual 2014 production was 235.7 Bcfe, which exceeded its goal of 30% production growth over 2013. CONSOL Energy's annual gas production guidance remains 30% growth for 2015 and 2016.

During the quarter, a midstream company that handles and processes some of CONSOL's gas and liquids had a fatality on one of their sites, during their operations. This tragedy unearthed operational standards that led CONSOL to question the safety procedures of the company. As a result, over the course of the quarter CONSOL elected to shut-in pads serviced by this midstream provider while safety processes and procedures were evaluated and validated by CONSOL. As a result of this process, CONSOL estimated that the shut-in pads accounted for 2.7 Bcfe worth of lost production in the quarter. Operations are ramping-up in this area and should be back to normal levels by the end of January.

"Even though we have set high operational and production targets for the company, make no mistake about it, we are not willing to compromise our number one core value of 'safety,' just to reach or exceed operational goals," commented Nicholas J. DeIuliis, president and CEO. "CONSOL's core values represent the foundation of this company, and there is nothing more important than upholding them. I'm really proud of our team and how they handled this situation, ultimately demanding something better from this particular company."

Marcellus Shale production volumes in the 2014 fourth quarter were 36.5 Bcfe, or 88% higher than the 19.4 Bcfe produced in the 2013 fourth quarter. Marcellus Shale costs were $2.83 per Mcfe in the just-ended quarter, which is a $0.18 per Mcfe improvement from the fourth quarter of 2013 costs of $3.01 per Mcfe. The company achieved all-in cash costs of only $1.71 per Mcfe in the Marcellus Shale.

CONSOL Energy's Utica Shale continues to become a bigger part of the production mix, and in the 2014 fourth quarter, volumes were 7.1 Bcfe, up from 0.5 Bcfe in the year-earlier quarter. Utica Shale costs were an impressive $2.24 per Mcfe in the just-ended quarter, which is a substantial improvement from the fourth quarter 2013. Rapidly increasing volumes and lower gathering and transportation costs have contributed to lower unit costs. The Utica Shale continues to benefit from higher-value condensate and NGL production, which in the quarter was 1.0 Bcfe and 1.9 Bcfe, respectively, up from negligible amounts in the year-earlier quarter.

"Despite the current commodity price environment, CONSOL continues to realize strong rates of return due to our tier one asset base, which allows us to drive efficiency improvements and continue to benefit from being a low-cost producer," commented Nicholas J. DeIuliis, president and CEO. "CONSOL will not only continue to manage through these types of commodity cycles, but we will also capitalize on them as well through share repurchase opportunities. Our strong balance sheet and substantial liquidity position will help fuel these types of opportunities."

CONSOL's Coal Division produced 8.0 million tons in the 2014 fourth quarter. In the Pennsylvania Operations, the Bailey Mine had a record year in 2014 and annual production was 12.3 million tons, which exceeded the mines previous annual production record of 11.1 million tons in 2005. In the Virginia Operations, CONSOL's premier Buchanan Mine, again, repeated its stellar cost performance. Total costs per ton sold at Buchanan Mine were $53.96 per ton in the just-ended quarter, or a reduction of $12.64 per ton from the year-earlier quarter.

In the fourth quarter, CONSOL received $270 million in cash proceeds from the sale of assets and return on equity investments, including $252 million in cash proceeds from the sale of: an industrial supply subsidiary, coal reserves in the Illinois Basin to two strategic buyers, surface properties in Illinois, and a 50% working interest in 3,433 gross Utica Shale acres in the Moundsville, West Virginia area to our joint venture partner, Noble Energy. These asset sales have a total value to CONSOL of $294 million when including the estimated value of future royalties, liabilities assumed by the buyers and tax benefits. For 2014, CONSOL received a total of $459 million in cash proceeds from asset sales and return on equity investments, including $252 million in cash proceeds from the sale of assets referred to above. The balance of cash proceeds in 2014 were primarily comprised of sale leaseback transactions for mine shields and a payment from our joint venture partner for their portion of the acquired acreage in a Marcellus farm-in transaction. In addition to the total cash proceeds from asset sales and return on equity investments in 2014, the company also received $204 million of proceeds from the initial public offering of CONE Midstream Partners LP, of which $47 million is included in return on equity investments disclosed above. The company's asset sales program is ahead of schedule based on the previously stated goal of selling $1.0 billion of assets over five years, ending in 2019.

In early December 2014, CONSOL announced its intent to pursue transactions for a Thermal Coal MLP and MetCo IPO. Since then, the company has hired advisers for the Thermal Coal MLP and expects timing to remain around mid-year 2015. The company expects the MetCo IPO to occur around early fourth quarter 2015.

The fourth quarter earnings results included the following after-tax items related to recent transactions completed by the company:

• The company recorded $12.3 million in net income related to the sales of certain non-core assets as a part of its ongoing non-core asset divestiture program.
• The company recorded $6.0 million in net income related to the settlement of an insurance claim for a mine fire that occurred in 2013.
• The company incurred a $2.2 million impairment to net income in association with pension settlement accounting.

¹The terms "adjusted net income" and "adjusted EBITDA" are non-GAAP financial measures, which are defined and reconciled to GAAP net income below, under the caption "Non-GAAP Financial Measures."

E&P Division:

E&P Fourth Quarter Summary:

The tables below summarize the quarterly comparison of key metrics for the E&P Division. Production increased by over 45% in the just-ended quarter, when compared to the year-earlier quarter, while revenue increased by over 30% for the same period. These metrics enabled the E&P Division to post net income of $36.5 million in the current quarter, compared to net income of $1.9 million in the year-earlier quarter.

During the quarter, the E&P Division's capital expenditures of $251.6 million helped the company continue drilling and completion investments to achieve its production growth targets. CONSOL's quarterly capital expenditures were net of $82.3 million of drilling carry from its joint venture partner in the Marcellus Shale and $29.2 million of carry from its joint venture partner in the Utica Shale. For the full year 2014, CONSOL received $185.4 million and $100.4 million from its joint venture partners in the Marcellus and Utica shales, respectively.

CONSOL continued to successfully develop its core operating areas in the Marcellus and Utica shales throughout the quarter. In the Marcellus Shale, CONSOL drilled four wells in the Philippi Field in Barbour County, West Virginia, and the company was also able to confirm previous positive results at the Audra Field along the corridor of the planned Tygart Valley pipeline. CONSOL also drilled four Burkett wells in Washington County during the quarter. These new Upper Devonian wells were drilled on existing Marcellus pads, which allowed CONSOL to benefit from cost efficiencies associated with stacked pays. In addition to Upper Devonian, a second stacked pay opportunity is progressing in the dry Utica in Monroe County, Ohio. The company is drilling its first pad with four Utica wells and one wet Marcellus well, and the company expects production in the third quarter of 2015. In Marshall County, West Virginia, CONSOL's joint venture partner is drilling a dry Utica well on a seven well Marcellus pad. CONSOL also plans to drill two additional dry Utica wells: one in both Greene and Westmoreland Counties, Pennsylvania. CONSOL's geological view, along with existing industry data, will help delineate CONSOL's sizable leasehold in West Virginia and Pennsylvania for additional stacked pay opportunities. CONSOL expects production for these three dry Utica wells in the second and third quarters of 2015.

CONSOL Energy and Columbia Energy Ventures, LLC (CEVCO) recently completed a transaction involving the oil and gas rights in CEVCO's Majorsville gas storage field. The storage field spans approximately 20,000 acres and is located in Washington and Greene Counties, Pennsylvania, and Marshall and Ohio Counties, West Virginia. CONSOL has the exclusive right to explore, drill, and develop oil, gas and other hydrocarbons in the Utica Shale formation within the storage field. CEVCO has a minor, non-operating participation interest in the development of the Utica rights in the storage field. According to CONSOL's analysis, the storage field suggests that the company can drill up to 125 Utica wells from 23 pad sites.

CONSOL's E&P division production in the quarter came from the following categories:

Liquids production of 8.5 Bcfe, as a percentage of the total of 70.5 Bcfe, was approximately 12% in the just-ended quarter.

The average sales price per Mcfe within the E&P Division was impaired in the just-ended quarter, when compared to the year-earlier quarter due in part to the decline in commodity prices and regional basis differentials. Helping to offset decreases to gas prices is a greater proportion of liquids production, which receives higher unit pricing.

The average sales price of $3.90 per Mcfe, when combined with unit costs of $3.19 per Mcfe, resulted in a margin of $0.71 per Mcfe. This was flat when compared to the year-earlier quarter, as unit cost improvements helped to offset the decreases in price realizations from weaker regional basis.

Unit costs were improved in the just-ended quarter, as fixed costs, such as direct administration, were spread over higher production volumes. Unit costs were also improved, as low-cost Marcellus and Utica Shale production represented a much higher proportion of total production.

All-in unit costs in the Marcellus Shale category were $2.83 per Mcfe in the just-ended quarter, or a decrease of $0.18 per Mcfe from the $3.01 per Mcfe in the year-earlier quarter. Marcellus Shale unit costs were improved in part by volumes increasing 88%, when compared to the year-earlier quarter. Partially offsetting Marcellus unit cost improvements were slight increases in gathering and transportation costs associated with fees related to liquids gas processing.

E&P Marketing and Transportation Update:

During the quarter, CONSOL's average gas sales price was $3.90 per Mcfe. This gas equivalent price includes a $0.20 per Mcfe uplift from the sale of natural gas liquids, oil, and condensate. Excluding the liquids uplift, CONSOL's gas price was $3.70 per Mcf for the fourth quarter, including hedging. During the quarter, CONSOL produced liquids volumes of 8.5 Bcfe, or 12% of the company's total volumes. These liquids volumes were over five times greater than the year-earlier quarter, which then comprised 3% of the company's total volumes. The average realized price for liquids for the fourth quarter of 2014 was $32.40 per barrel. CONSOL expects to continue to realize a liquids uplift benefit as additional wells are brought online in the liquid-rich areas of the Marcellus and Utica shales.

The company currently has a total of 1.4 Bcf per day of effective firm pipeline transportation capacity.  This capacity supports the majority of projected volumes through 2016 and is composed of 0.8 Bcf per day of existing firm capacity, contracted volumes of 0.4 Bcf per day under precedent agreements with several pipeline projects that will be completed over the next few years, and 0.2 Bcf per day of long-term firm sales with major customers that have their own firm capacity. The average demand cost for the existing firm capacity is approximately $0.25 per MMBtu. The average demand cost for existing and expected future firm capacity is approximately $0.33 per MMBtu.

CONSOL Energy continues to develop a diversified portfolio of firm transportation capacity to support its production growth. The company is confident that its current contractual capacity, combined with future pipeline expansion projects, will ensure that CONSOL's growing gas production will flow onto the major interstate pipelines, while diversifying basis exposure. Large electric and gas utilities have shown a great deal of interest in these pipeline projects. CONSOL is in active negotiations with various pipeline companies regarding cost-effective transportation options that reach attractive markets.

In addition to firm transportation capacity, CONSOL has developed a processing portfolio that supports its increasing production of wet gas. The company has agreements in place to support the processing of 289 MMcf per day of gross gas volumes growing to more than 399 MMcf per day by year-end 2015. Processing supported by these agreements is expected to cover essentially all wet gas production in 2015 and be adequate to process projected wet gas production well into 2016. CONSOL plans to continue to layer in processing capacity with existing and new midstream companies as needed to support the liquids development plan.

CONSOL Energy continues to sell the majority of its natural gas liquids through the large midstream companies that process our gas. This approach allows CONSOL to take advantage of the processors' transportation efficiencies and diversified markets. CONSOL's processing contracts provide for the ability to take its NGLs "in kind" and market them directly, if desired. The processed purity products are ultimately sold to industrial, commercial, and petrochemical markets.

CONSOL is also developing a diversified approach to managing ethane. In addition to term sales, the company executed several spot deals to move ethane to Mont Belvieu via the ATEX pipeline. CONSOL will also realize ethane value through blending capabilities. Employing this multi-faceted approach enables the company to meet pipeline quality specifications, diversify the ethane portfolio, and maximize ethane pricing. CONSOL is actively discussing future outlet opportunities with a number of ethane customers and midstream companies.

Coal Division:

Coal Fourth Quarter Summary:

During the fourth quarter, CONSOL's Coal Division produced 8.0 million tons, which was in-line with previous quarter's guidance, despite a roof fall on a longwall at Bailey Mine and continued geological conditions at Enlow Fork, which ultimately resulted in 10 days of reduced production.

The Bailey Mine produced 2.7 million tons in the fourth quarter, compared to 2.8 million tons produced in the year-earlier quarter. The Enlow Fork Mine produced 2.6 million tons in the fourth quarter, which is flat when compared to the year-earlier quarter. Despite difficult geological conditions, Enlow Fork managed to record total unit costs of $38.25 per ton, which is the lowest unit cost across the Coal Division. Enlow Fork's 2014 annual production was 10.6 million tons. The Harvey Mine produced 1.1 million tons in the fourth quarter of 2014. The Harvey Mine started longwall operations in late March of 2014, and CONSOL expects normal levels of longwall production moving forward.

The Buchanan Mine continued to operate on a reduced schedule of two shifts per day and produced 1.0 million tons during the fourth quarter, compared to 1.2 million tons produced in the year-earlier quarter. The reduced schedule allowed the mine to optimize its cost structure for decreased levels of production, which is reflected in much lower all-in unit costs during the fourth quarter 2014 of $53.96 per ton, compared to $66.60 per ton in the year-earlier quarter. The Buchanan Mine is able to quickly ramp up to the full production capacity rate of 5.0 million tons per year when market conditions warrant. During the quarter, and in conjunction with the reduced operating schedule, CONSOL has continued maintenance work on the production shaft, which is on-track for completion by late 2015, or early 2016.

Miller Creek's Twin Branch Mine produced 0.5 million tons for the fourth quarter, which is a slight increase when compared to the year-earlier quarter.

During the quarter, CONSOL's active coal operations generated $187 million of cash before capital expenditures.

Coal Marketing Update:

Pennsylvania Operations:
During the quarter, CONSOL sold 6.5 million tons to 45 different end users. CONSOL's customers continue to demonstrate a steady demand for coal through term contracts that vary in length. During the quarter, CONSOL contracted for 1.4 million additional tons for 2015, bringing the total firm and priced contracted position to 20.7 million tons, or 80% of estimated sales volumes based on the midpoint of guidance. For 2015, Pennsylvania Operations coal was committed and priced attractively under term or spot contracts. During the quarter, CONSOL contracted for 1.0 million additional tons for 2016, bringing the total firm and priced contracted position to 11.8 million tons, or 46% of expected sales volumes based on the midpoint of guidance. CONSOL's contracted strategy allows the company to hedge against the dynamics and potential downside of the market.

In the fourth quarter, CONSOL exported 0.2 million tons of Bailey high-vol coal to existing end users in Korea and Brazil. In 2014, CONSOL retained a footprint in the high-vol market shipping a total of 1.3 million tons. Worldwide customers continue to demand Bailey coal, and the versatility of the coal allows it to compete as high-vol metallurgical, PCI and high-BTU thermal product.

Virginia Operations:
In the fourth quarter, CONSOL sold 1.1 million tons of Buchanan low-vol coal. Buchanan's low unit costs allow the mine to compete, and remain profitable, in the current domestic and worldwide metallurgical markets. In 2014, CONSOL added 11 new end users in 8 countries to its already strong portfolio. Buchanan will continue to prosper as additional supply cuts are announced and the market recovers. During the quarter, CONSOL contracted for 0.6 million additional tons for 2015 and expects strong demand in the first quarter of 2015, as well as subsequent quarters.

Other:
In the fourth quarter, CONSOL sold 0.5 million tons of Miller Creek coal, which is flat when compared to the year-earlier quarter. During the quarter, CONSOL contracted for 0.75 million additional tons for 2015 and for 2016 bringing the total firm and priced contracted position to 1.9 million tons for 2015, or 93% of estimated sales volumes based on the midpoint of guidance, and 0.85 million tons for 2016, or 41% of estimated sales volumes based on the midpoint of guidance.

E&P Division Guidance:

First quarter 2015 gas production, net to CONSOL, is expected to be approximately 70 – 74 Bcfe, while annual 2015 production is expected to be between 300 –  310 Bcfe, or 30% growth compared to 2014 total production. CONSOL Energy continues to expect 2016 annual gas production to grow by 30%.

Total hedged natural gas production in the 2015 first quarter is 29.9 Bcf, at an average price of $4.05 per Mcf. CONSOL uses a dual-track approach to its gas hedging. The company uses a program approach to add a base level of hedges and layers in additional opportunistic hedges set at a higher price threshold. During the fourth quarter, the company raised its 2015 gas hedge position from 27% to 45%.

The hedged gas volumes shown in the previous table include the following NYMEX hedges that have basis hedged as well.

Coal Division Guidance:

During the fourth quarter, Virginia Operations sales exceeded previous guidance by around 200 thousand tons due to CONSOL expanding into new markets and growing its base of end users. The company believes that these new sales opportunities are ongoing and are now reflecting in sales guidance for Virginia Operations.

2015 Capital Budget:

In 2015, CONSOL expects to invest approximately $1.0 billion in its E&P Division, while maintaining its 30% year-over-year production growth targets for 2015 and 2016. In addition to E&P capital, in 2015 CONSOL also expects to invest $220 million in the Coal Division: $160 million in maintenance of production capital, and $60 million in land, safety, water, terminal operations, and other miscellaneous categories.

The $1.0 billion E&P budget consists of drilling and completion capital and midstream investments to continue building out the Marcellus Shale gathering systems, which are part of CONE Midstream Partners and will provide future dropdown opportunities. As the year progresses, CONSOL will allocate capital expenditures across its operating areas in projects where the company can realize the highest rates of return based on results, commodity prices, basis, and other factors. The E&P capital budget does not include land, permitting, and business development expenditures. The company expects liquids volumes (NGL, condensates, and oil) to remain between 10%-15% as a percentage of total production by the end of 2016.

"Due in part to continued efficiency improvements in drilling and completions and service cost deflation, as well as high net revenue interests (NRI's), strong economics in our areas of operations support our production growth targets," commented Nicholas J. DeIuliis, president and CEO. "Despite a challenging commodity price environment, our 2015 capital budget will not only support our growth this year, but more importantly, it will also support our 2016 production volumes as well."

CONSOL and its joint venture partner, Noble Energy, are working together to optimize the capital plan for 2015 in light of the commodity price environment. The parties have not formally agreed on a 2015 capital budget, and CONSOL could increase activity levels in the Marcellus Shale beyond the levels contemplated by the E&P budget if the commodity price environment improves. Currently, drilling and completion capital is expected to be weighted towards the liquids-rich areas.

Liquidity and Credit Ratings:

As of December 31, 2014, CONSOL Energy had $2.0 billion in total liquidity, which is comprised of $177.0 million of cash, $17.6 million available to be borrowed under the accounts receivable securitization facility, and $1.8 billion available to be borrowed under its $2.0 billion bank facility. CONSOL Energy's credit facility had no borrowings. Outstanding letters of credit under the bank facility were $244.4 million.

CONSOL's liquidity in the fourth quarter was improved by $270 million primarily due to proceeds from the sale of assets, which maintained the company's positive cash position through year end.

CONSOL Energy has maintained strong total liquidity of $2.0 billion as of December 31, 2014, which is relatively flat compared to total liquidity of $2.1 billion at December 31, 2013. CONSOL Energy's credit metrics continue to improve as its debt to EBITDA leverage ratio, less cash on hand, has fallen to 3.2x as of December 31, 2014 from 4.0x at December 31, 2013 and from 3.5x just a quarter earlier. Through two debt capital market transactions in 2014, the company lowered its weighted average interest rate on long-term debt by 1.2%. CONSOL has limited its short-term borrowings by investing within cash flows, realizing gains in capital efficiency, asset sales, and capturing value within the company's midstream assets.

About CONSOL

CONSOL Energy Inc. (NYSE: CNX) is a Pittsburgh-based producer of natural gas and coal. The company is one of the largest independent natural gas exploration, development and production companies, with operations centered in the major shale formations of the Appalachian basin. CONSOL Energy deploys an organic growth strategy focused on rapidly developing its resource base. As of December 31, 2013, CONSOL Energy had 5.7 trillion cubic feet equivalent of proved natural gas reserves. The company's premium coals are sold to electricity generators and steel makers, both domestically and internationally.  CONSOL Energy is a member of the Standard & Poor's 500 Equity Index and the Fortune 500. Additional information can be found at www.consolenergy.com.

Non-GAAP Financial Measures

Definition: EBIT is defined as earnings before deducting net interest expense (interest expense less interest income) and income taxes.  EBITDA is defined as earnings before deducting net interest expense (interest expense less interest income), income taxes and depreciation, depletion and amortization.  Adjusted EBITDA is defined as EBITDA after adjusting for the discrete items listed below. Although EBIT, EBITDA, and Adjusted EBITDA are not measures of performance calculated in accordance with generally accepted accounting principles, management believes that they are useful to an investor in evaluating CONSOL Energy because they are widely used to evaluate a company's operating performance. Investors should not view these metrics as a substitute for measures of performance that are calculated in accordance with generally accepted accounting principles.  In addition, because all companies do not calculate EBIT, EBITDA, or Adjusted EBITDA identically, the presentation here may not be comparable to similarly titled measures of other companies.

Reconciliation of EBIT, EBITDA and Adjusted EBITDA to financial net income attributable to CONSOL Energy Shareholders is as follows (dollars in 000):

Cautionary Statements

Various statements in this release, including those that express a belief, expectation or intention, may be considered forward-looking statements (as defined in Section 21E of the Exchange Act) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words "believe," "intend," "expect," "may," "should," "anticipate," "could," "estimate," "plan," "predict," "project," or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release, if any, speak only as of the date of this press release; we disclaim any obligation to update these statements. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the following: deterioration in economic conditions in any of the industries in which our customers operate or a worldwide financial downturn; an extended decline in prices we receive for our gas, natural gas liquids and coal including the impact on gas prices of our gas operations being concentrated in Appalachia which has experienced a dramatic increase in gas production and decline in gas pricing relative to the benchmark Henry Hub prices; our customers extending existing contracts or entering into new long-term contracts for coal; the expiration or failure to extend existing long-term contracts; 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 gas and coal to market; a loss of our competitive position because of the competitive nature of the 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, as well as the impact of any adopted regulations on our coal mining operations due to the venting of coalbed methane which occurs during mining; the risks inherent in gas and coal operations being subject to unexpected disruptions, including geological conditions, equipment failure, timing of completion of significant construction or repair of equipment, fires, explosions, accidents and weather conditions which could impact financial results; decreases in the availability of, or increases in, the price of commodities and services used in our mining and gas operations, as well as our exposure under "take or pay" contracts we entered into with well service providers to obtain services of which if not used could impact our cost of production;  obtaining and renewing governmental permits and approvals for our gas and coal gas 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 coal and gas operations; the effects of stringent federal and state employee health and safety regulations, including the ability of regulators to shut down a well or 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 and coal reserves; defects may exist in our chain of title and we may incur additional costs associated with perfecting title for gas or coal rights on some of our properties or failing to acquire these additional rights we may have to reduce 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; the impacts of various asbestos litigation claims; 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; replacing our natural gas reserves, which if not replaced, will cause our gas reserves and gas production to decline; acquisitions that we may make in the future involve risks including the accuracy of our assessment of the acquired businesses and their risks, achieving any anticipated synergies, integrating the acquisitions and divestitures we may make may not occur or produce anticipated proceeds; existing and future gas joint ventures may restrict our operational and corporate flexibility, we may be materially impacted by actions taken by our joint venture partners and we may not realize anticipated benefits such as carried costs; our ability to acquire water supplies needed for 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; provisions of our debt agreements may restrict our flexibility and the risks associated with the degree to which we are leveraged; 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; the risks in making strategic determinations, including the allocation of capital and other resources among our strategic opportunities may adversely affect our financial condition; failure by Murray Energy Corporation to satisfy the liabilities it assumed from us as well as to perform its obligations under various agreements; we may not be able to consummate an initial public offering of a  master limited partnership (MLP) owning certain of our thermal coal assets or an initial public offering of the subsidiary owning certain of our metallurgical coal assets (Metco); and other factors discussed in the 2013 Form 10-K under "Risk Factors," as updated by any subsequent Form 10-Qs, which are on file at the Securities and Exchange Commission.

A registration statement relating to the securities of the MLP and Metco that would be sold in the offering has not been filed with the Securities and Exchange Commission or become effective. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.

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SOURCE CONSOL Energy Inc.

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