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September 2014

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September 2014

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  1. CONE Midstream Partners LP September 2014 Roadshow Presentation

  2. Disclaimer This presentation is not a prospectus and is not an offer to sell securities. CONE Midstream Partners LP (the “Partnership”) has filed a registration statement on Form S-1 (including a prospectus) with the U.S. Securities and Exchange Commission (“SEC”) for the offering of common units to which this communication relates, which has not yet been declared effective by the SEC. Before you invest, you should read the registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Wells Fargo Securities, LLC at (800) 326-5897. Investment in the common units offered by the Partnership involves risks associated with the Partnership’s business, the Partnership’s organizational and legal structure, as well as the tax characteristics of the Partnership’s common units (among others). These risks can significantly impact the market value of the common units. Please see the “Risk Factors” section beginning on page 22 of the prospectus being circulated in connection with the proposed offering. This presentation contains forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words “believe,” “expect,” “anticipate,” “intend,” “estimate” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. Our forward-looking statements include statements about our business strategy, our industry, our future profitability, our expected capital expenditures and the impact of such expenditures on our performance, the costs of being a publicly traded partnership and our capital programs. All statements in this presentation about our forecast of distributable cash flow and our forecasted results for the twelve months ending September 30, 2015 constitute forward-looking statements. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. This presentation also contains information about the Partnership's, CONSOL Energy Inc.’s (“CONSOL”) and CONE Gathering LLC’s (“CONE”) EBITDA, which is not a measure derived in accordance with GAAP and which excludes components that are important to understanding the Partnership's, CONSOL’s and CONE’s financial performance. EBITDA should not be considered an alternative to net income, net cash provided by (used in) operating activities or any other measures of performance, cash flows or liquidity prepared in accordance with GAAP. EBITDA excludes some, but not all, items that affect net income or net cash, and these measures may vary from those of other companies. As a result, EBITDA as presented in this presentation may not be comparable to similarly titled measures of other companies. Reconciliations to the nearest comparable GAAP figures can be found in the prospectus and in this presentation.

  3. Initial Public Offering Summary Issuer CONE Midstream Partners LP (NYSE: CNNX) Sponsors CONSOL Energy Inc. (NYSE: CNX) and Noble Energy, Inc. (NYSE: NBL) Units Offered 1 17,500,000 common units Filing Range and Yield $19.00 - $21.00 per unit (4.25% distribution yield at midpoint) Offering Size 1 $350 million at midpoint Ownership Retained 1 68.6% LP interest and 2.0% non-unitized GP interest retained by Sponsors Coverage Ratio 1.15x total unit coverage Expected Tax Shield 80% or more through December 31, 2017 Use of Proceeds Cash distribution to Sponsors and pay estimated offering expenses MLP Structure Traditional MLP with 49.0% subordinated units for 3 years; standard incentive structure Lock-up Period 180 days Joint-Bookrunners Wells Fargo Securities, BofA Merrill Lynch, Citigroup, J.P. Morgan, Baird, Barclays, Deutsche Bank Securities, Goldman, Sachs & Co., Morgan Stanley, Credit Suisse, RBC Capital Markets Co-Managers MUFG, PNC Capital Markets LLC, BB&T Capital Markets, BBVA, BNP Paribas, DNB Markets, Mizuho Securities, TD Securities Expected Pricing September 24, 2014 1 Assumes no exercise of 15% over-allotment option

  4. Presenters | Bios Name Title at CNNX Title at Sponsor Background • John T. Lewis Chairman & CEO SVP, Corporate Development Noble Energy • Vice President, Southern Region of Noble Energy’s North America Division • Director, Assets Development and Reserves at Noble Energy from 2006 David M. Khani CFO • Vice President, Finance with CONSOL • Director of Research at FBR Capital Markets & Co. • Equity research analyst covering O&G Exploration and Production, Metals and Mining, and Local Gas Distribution companies from 1993 - 2011 EVP & CFO CONSOL Energy Kenneth M. Fisher Director EVP & CFO Noble Energy • Senior Vice President and Chief Financial Officer of Noble Energy from November 2009 • Executive Vice President of Finance for Upstream Americas for Shell • Director of Strategy & Business Development for Shell Joseph M. Fink COO VP, Midstream Operations CONSOL Energy • President of CONE Gathering LLC • General Manager of CONSOL’s Midstream Operations • General Manager of SWPA Gas Operations Timothy C. Dugan - COO, Exploration & Production CONSOL Energy • Vice President, Appalachia South Business Unit for Chesapeake Energy • Key operational roles with Cabot Oil & Gas Corporation and EQT Corporation

  5. Key Investment Highlights Experienced, Large-Cap E&P Sponsorship • Combined market capitalization of over $30 billion and executive management with an average of over 28 years of experience in the energy sector • Over 690,000 jointly-owned net acres in the Marcellus Shale Strategically Advantaged Marcellus Assets • Dedicated 496,000 net acres in premier areas of Marcellus Shale • Access to liquids-rich and dry gas areas • Close proximity to processing facilities and long-haul transmission pipelines • Substantial Sponsor and third-party midstream infrastructure needs Growth Through Stable, Fixed-Fee Cash Flows • Pure-play gathering & processing MLP targeting top-tier growth profile • Long-term (20-year), fixed-fee gathering agreements with Sponsors • Expected throughput growth of 103% in 2014 and 56% in the forecast period • No direct exposure to commodity price risk Financial Flexibility and Strong Capital Structure • MLP will have no leverage at IPO • $250 million of undrawn borrowing capacity available • Sponsors will bear over 80% of capital expenditures over NTM ending September 30, 2015 Robust Distribution Growth Expected • Sponsors’ drilling program is expected to drive significant organic growth • Visible drop-down acquisition opportunities of Sponsors’ retained interests • Opportunities to attract third-party volumes

  6. Sponsor and CNNX Overview

  7. Sponsor Overview • $9 billion market capitalization • Over 5.7 Tcfe of proven reserves at year-end 2013 (44% increase over 2012 total) • One of the largest producers in the Appalachian basin • 30% annual production growth rate expected through 2016 • Interests in 13,000 net producing wells • Leading producer of coalbed methane in the Appalachian Basin • Marcellus is CNX’s core gas play with 129% production growth between Q2 2013 and Q2 2014 • $25 billion market capitalization • Owns proved reserves of 1.4 Bboe and assets over $19 billion at year-end 2013 • Worldwide producer of crude oil and natural gas • One of the industry leaders in exploration and development capability • 18% annual production growth rate expected through 2018 • Five core areas including Marcellus Shale, DJ Basin, Deepwater Gulf of Mexico, West Africa and Eastern Mediterranean EBITDA Mix Shifting to E&P Average Annual Net Volume Growth 629 MBoe/d 2013 2014E 2016E Note: Market data as of September 15, 2014 Source: Company Filings, Capital IQ

  8. Strong Anchor Tenants Developing Premier Marcellus Resource Highlights 2014E Capex Budget • Two of the leading E&P companies in the Eastern United States • Marcellus acreage is the most important asset in CONSOL’s upstream portfolio and is one of Noble Energy’s five core areas • Significantly expanded through acquisitions • Projected double digit annual production growth through 2016 • Near term production shift towards wet gas drilling areas • “Integrated Development Plan” approach to reduce costs and increase production CONSOL Noble Energy Combined 2014E Marcellus Shale Capex: $2.0 billion1 Marcellus Acreage Position (Acres in Thousands) Sponsors’ Position Represents One of Largest Aggregate Acreage Positions in the Marcellus 1 Includes upstream and midstream capital expenditures on dedicated and ROFO acreage Note: Company Filings, Investor Presentations

  9. CONE Midstream Partners LP (“CNNX”) Overview CONE and CNNX Formation • In 2011, CNX and NBL formed a 50/50 midstream joint venture, CONE Gathering LLC (“CONE”), to service their rapidly growing production in the Marcellus Shale • CNNX was formed through the initial contribution of ownership interests in CONE’s assets housed in three distinct development companies (“DevCos”), including: • 75% interest in Anchor Systems • 5% interest in Growth Systems • 5% interest in Additional Systems • Sponsors have dedicated over 496,000 acres to CNNX for an initial term of 20 years • Dedication is in one of the most cost-advantaged, core development areas of the Marcellus Shale • CNNX has a right of first offer (“ROFO”) on the Sponsors’ remaining 194,000 net acres NBL Gathering System Information NBL

  10. Platform With Significant Organic and Drop-down Growth Potential CONE Midstream Partners LP 75% interest 5% interest 5% interest Organic Growth Drop-down Growth Anchor Systems Growth Systems Additional Systems • Established systems that comprise a substantial majority of current cash flows • Large share of Sponsors’ PDP volumes • Strong organic growth on rising throughput • Cash flow expected to ramp significantly • Cash flow expected to ramp significantly • Robust growth profile • 95% of capital expenditure requirements initially absorbed by the Sponsors through their retained interest • Located on highly-contiguous West Virginia acreage • Currently producing modest cash flows • Substantial growth from five systems • 95% of capital expenditure requirements initially absorbed by the Sponsors through their retained interest • Located primarily in the wet gas window of the Marcellus

  11. CNNX Benefits From its DevCoStructure Provides CNNX with a critical mass of established gathering assets within Anchor Systems at IPO Shields CNNX from a substantial portion of the capital requirements, which will be borne by the Sponsors Creates visible organic and drop-down distribution growth platform Sponsors CONSOL Energy Inc. Common Units Subordinated Units Noble Energy, Inc. Common Units Subordinated Units 50% 50% Midstream JV CONE Gathering LLC 100% 34.3% LP Interest 34.3% LP Interest CONE Midstream GP LLC (our “General Partner”) Incentive Distribution Rights Public Common Units 2.0% GP Interest 29.4% LP Interest MLP CONE Midstream Partners LP 100% CONE Midstream Operating Company LLC 75% Controlling GP Interest 5% Controlling GP Interest 5% Controlling GP Interest DevCos Anchor Systems Growth Systems Additional Systems 25% LP Interest 95% LP Interest 95% LP Interest

  12. Upstream Joint Development and Growth Opportunities

  13. Advantaged Position in Marcellus Core Sponsors Hold Over 690,000 Net Acres in the Cost-advantaged and Prolific Area of the Marcellus • Sponsors formed 50/50 upstream joint venture in the Marcellus in September 2011 with an area of mutual interest that is supported by a 25-year joint development agreement • 100% operated, high net revenue interest and 87% held by production as of June 30, 2014 • CNX develops and operates in the eastern, dry gas portion of the upstream acreage • NBL develops and operates in the western, wet gas portion of the upstream acreage JV Relationship Provides Development Synergies • Two management teams focusing on best practices • Diversified producers create capital investment stability • Improved efficiencies through shared resources and purchasing power • Multi-basin perspective • Long-tenured Appalachian experience NBL NBL

  14. Marcellus Shale – Advantaged Economics Low Breakeven Provides Attractive Returns in Most Commodity Environments • Gas Shale Play Breakeven Prices ($/MMBtu) Acreage by Window Note: Assumes $90.00 / Bbl WTI | Reflects breakeven to achieve 15% after tax rate-of-return Source: CONSOL and Noble Energy Estimates, Credit Suisse Research Report dated February 2014

  15. CNNX’s Throughput Growth Has Just Begun CNNX Consolidated Throughput Growth NTM Forecast YoY Growth: 75% Anchor Systems Growth Systems Additional Systems YoY Growth: 92% YoY Growth: 59% YoY Growth: 78% October 2008: First flow of horizontal Marcellus well September 2011: CONSOL and Noble Energy form CONE January 2012: Majorsville Construction Start July 2014: CONE systems reach 700 MMcfe/d Q2 2015: Projected 1.0 Bcf/d throughput Milestones 2008 2010 2012 2014 2015E System Benchmarks June 2014: Majorsville reaches 250 MMcfe/d September 2011: Mamont first flow July 2012: Majorsville first flow May 2014: McQuay reaches 250 MMcfe/d September 2011: CONE systems initial volumes of 130 MMcfe/d June 2014: Mamont reaches 100 MMcfe/d

  16. Sponsors Employ Prudent Takeaway and Processing Strategy Highlights Sponsors’ CNNX-Related Firm Transportation • Approximately 1.0Bcf/d of long-term firm transportation with four major pipelines, including Columbia, Texas Eastern and Dominion • Firm transportation exceeds current needs, allows for substantial near-term growth • Long-haul firm transportation reduces Appalachian basis exposure • In addition to current firm transportation, the Sponsors are targeting pipeline projects that access diversified markets and selling to customers who hold their own firm transportation agreements • NGL extraction and fractionation agreements with third-party midstream service providers

  17. CNNX is Positioned for Long-term Growth Targeting Top-Tier Distribution Growth • Visible Organic Project Backlog • Sponsors currently have over 8,000 potential drilling locations in the Marcellus Shale • Sponsors intend to connect and commence production on over 165 gross wells on dedicated acreage during the twelve months ending September 30, 2015 • Drop-downs of Sponsors’ retained interests • Anchor Systems (25%), Growth Systems (95%), Additional Systems (95%) Distribution / Unit $0.85 Annualized Minimum Quarterly Distribution at IPO Drivers of MLP Upside Potential Completions Rig Cycle Time Well Recompletes Third-Party Volumes Stacked Pay

  18. Financial Overview

  19. Key Financial Statistics Daily Throughput 1 Total Capex (BBtu/d) ($ in Millions) CNNX Distributable Cash Flow EBITDA 2 ($ in Millions) ($ in Millions) N/A Note: Forecast Period defined as the twelve months ending September 30, 2015 1 2012 and 2013 throughput reflects the Sponsors’ gross wellhead production 2 2013 EBITDA reflects unaudited pro forma EBITDA, inclusive of approximately $5.0 million of estimated annual incremental G&A expenses as a result of being a publicly traded partnership Attributable to CNNX Attributable to CONE

  20. Estimated Cash Available for Distribution

  21. Balance Sheet Well Positioned for Growth CNNX Will Have a Balance Sheet and Liquidity Profile that Facilitates its Growth Strategy Capitalization 1 Sources ($ in Millions) ($ in Millions) Uses ($ in Millions) 1 Assumes initial public offering at midpoint of the range of $19.00 per unit to $21.00 per unit

  22. Financial Strategy and Highlights Visible Growth Profile • Upstream development plan drives strong organic growth on existing system • Large drop-down inventory from Sponsors’ retained ownership interest Stable Revenue Business Model • Long-term (20-year), fixed-fee gathering agreements with Sponsors • No direct exposure to commodity price risk Prudent Distribution Strategy • 1.15x total unit coverage during forecast period • Underpinned by dedicated acreage • Sponsor-held subordinated unit structure mirrors industry standard Collaborative Capex Strategy • CNNX is responsible for only its pro-rata share of capex in each system • Significant portion of development capex retained by Sponsors Balance Sheet Poised For Growth • No debt outstanding at IPO with $250 million of undrawn borrowing capacity available under CNNX’s new revolving credit facility • Plan to prudently utilize leverage to execute on growth strategy

  23. Investment Highlights Recap Experienced, Large-Cap E&P Sponsorship Strategically Advantaged Marcellus Assets Growth Through Stable, Fixed-Fee Cash Flows Financial Flexibility and Strong Capital Structure Robust Distribution Growth Expected

  24. Appendix

  25. Non-GAAP Financial Measures • CNNX defines EBITDA as net income (loss) before income taxes, net interest expense, depreciation and amortization. EBITDA is used as a supplemental financial measure by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess: • CNNX’s operating performance as compared to those of other companies in the midstream energy industry, without regard to financing methods, historical cost basis or capital structure • The ability of CNNX’s assets to generate sufficient cash flow to make distributions to investors • CNNX’s ability to incur and service debt and fund capital expenditures • The viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities