CNX Resources (CNX) 8-K Entry into a Material Definitive Agreement

Exhibit 99.2

The following unaudited pro forma combined financial statements are based on CONSOL Energy’s historical consolidated financial statements and adjusted to give effect to the September 30, 2011 sale of a 50% interest in certain Marcellus Shale assets. The unaudited pro forma combined statements of operations for the six months ended June 30, 2011 and the twelve months ended December 31, 2010 give effect to the Marcellus Shale asset disposition as if it had occurred on January 1, 2010. The unaudited pro forma combined balance sheet as of June 30, 2011 gives effect to this disposition as if it had occurred on June 30, 2011.

The following statements of operations for the six months ended June 30, 2011 and the twelve months ended December 31, 2010 include the following pro forma adjustments:

• Sales – Outside has been adjusted downward to reflect the 50% reduction in sales revenue excluding hedging gains.

• Cost of Goods Sold, Depreciation, Depletion and Amortization, and Taxes Other Than Income have been adjusted downward to reflect the impact of the sale.

• Selling, General and Administrative Expenses have been adjusted downward to reflect the impact of the joint venture overhead recovery arrangement.

• Income Taxes are reflected using the current effective tax rate on recurring earnings.

• Non-controlling interest adjustment reflects the period of time that CONSOL Energy did not wholly own CNX Gas Corporation.

	For the Six Months Ended June 30, 2011
	Historical		Pro Forma Adjustments			Pro Forma Results
Sales - Outside		2,871,478		(23,585	)		2,847,893
Sales - Gas Royalty Interests		35,108		—			35,108
Sales - Purchased Gas		2,142		—			2,142
Freight - Outside		96,440		—			96,440
Other Income		48,137		—			48,137
Total Revenue and Other Income		3,053,305		(23,585	)		3,029,720
Cost of Goods Sold and Other Operating Charges		1,741,108		(6,306	)		1,734,802
Acquisition and Financing Fees		—		—			—
Loss on Debt Extinguishment		16,090		—			16,090
Gas Royalty Interests Costs		31,173		—			31,173
Purchased Gas Costs		2,452		—			2,452
Freight Expense		96,251		—			96,251
Selling, General and Administrative Expenses		83,619		(398	)		83,221
Depreciation, Depletion and Amortization		306,862		(9,629	)		297,233
Abandonment of Long-Lived Assets		115,479		—			115,479
Interest Expense		131,079		—			131,079
Taxes Other Than Income		179,331		(127	)		179,204
Total Costs		2,703,444		(16,460	)		2,686,984
Earnings Before Income Taxes		349,861		(7,125	)		342,736
Income Taxes		80,328		(1,636	)		78,692
Net Income		269,533		(5,489	)		264,044
Less: Net Income Attributable to Noncontrolling Interest		—		—			—
Net Income Attributable to CONSOL Energy Inc. Shareholders		269,533		(5,489	)		264,044
Earnings Per Share:
Basic		1.19		(0.02	)		1.17
Dilutive		1.18		(0.02	)		1.16
Weighted Average Number of Common Shares Outstanding
Basic		226,499,994		226,499,994			226,499,994
Dilutive		228,917,335		228,917,335			228,917,335
Dividends Paid Per Share		0.20		—			0.20

	For the Year Ended December 31, 2010
	Historical			Pro Forma Adjustments			Pro Forma Results
Sales - Outside		4,938,703			(22,890	)		4,915,813
Sales - Gas Royalty Interests		62,869			—			62,869
Sales - Purchased Gas		11,227			—			11,227
Freight - Outside		125,715			—			125,715
Other Income		97,507			—			97,507
Total Revenue and Other Income		5,236,021			(22,890	)		5,213,131
Cost of Goods Sold and Other Operating Charges		3,262,327			(7,570	)		3,254,757
Acquisition and Financing Fees		65,363			—			65,363
Gas Royalty Interests Costs		53,775			—			53,775
Purchased Gas Costs		9,736			—			9,736
Freight Expense		125,544			—			125,544
Selling, General and Administrative Expenses		150,210			(352	)		149,858
Depreciation, Depletion and Amortization		567,663			(13,146	)		554,517
Interest Expense		205,032			—			205,032
Taxes Other Than Income		328,458			(48	)		328,410
Total Costs		4,768,108			(21,116	)		4,746,992
Earnings Before Income Taxes		467,913			(1,774	)		466,139
Income Taxes		109,287			(412	)		108,875
Net Income		358,626			(1,362	)		357,264
Less: Net Income Attributable to Noncontrolling Interest		(11,845	)		57			(11,788	)
Net Income Attributable to CONSOL Energy Inc. Shareholders		346,781			(1,305	)		345,476
Earnings Per Share:
Basic		1.61			(0.01	)		1.60
Dilutive		1.60			(0.01	)		1.59
Weighted Average Number of Common Shares Outstanding
Basic		214,920,561			214,920,561			214,920,561
Dilutive		217,037,804			217,037,804			217,037,804
Dividends Paid Per Share		0.40			—			0.40

The pro forma balance sheet at June 30, 2011 includes the following adjustments.

• The pro forma statement of operations adjustments for Sales – Outside, Cost of Goods Sold, and Taxes Other Than Income have been reflected as pro forma adjustments to Cash and Cash Equivalents.

• The pro forma statement of operations adjustments for Depreciation, Depletion and Amortization have been reflected as pro forma adjustments to Accumulated Depreciation, Depletion and Amortization.

• The pro forma statement of operations adjustments for income taxes have been reflected in Recoverable Income Taxes and Deferred Income Taxes.

• The pro forma statement of operations adjustments for Net Income Attributable to Noncontrolling Interest have been reflected in Capital in Excess of Par Value.

Material Nonrecurring Charges or Credits and Related Tax Effects

• The cash proceeds received have been reflected in Cash and Cash Equivalents after giving effect to the pay down of Accounts Receivable – Securitized and Short-Term Notes Payable as well as the impact of the carry.

• The discounted note receivable received in the transaction is reflected in the Other Receivables balance sheet line item for the portion of the note due in one year and Other Assets for the portion of the note due in 2013.

• The adjustment to Property, Plant and Equipment reflects a 50% reduction of the book value of the assets involved in the transaction as well as the impact of the carry.

• The net loss on the transaction is reflected as an adjustment to Retained Earnings.

	Historical		Pro Forma Adjustments			Material Nonrecurring Charges or Credits and Related Tax Effects			Pro Forma Results
Current Assets
Cash and Cash Equivalents		26,519		(31,674	)		204,043			198,888
Accounts and Notes Receivable:
Trade		433,626					70,000			503,626
Other Receivables		23,318					311,754			335,072
Accounts Receivable - Securitized		70,000					(70,000	)		—
Inventories		259,663								259,663
Deferred Income Taxes		174,612								174,612
Recoverable Income Taxes		44,920		1,822						46,742
Prepaid Expenses		118,192								118,192
Total Current Assets		1,150,850		(29,852	)		515,797			1,636,795
Property, Plant and Equipment
Property, Plant and Equipment		15,070,923					(1,226,685	)		13,844,238
Less - Accumulated Depreciation, Depletion and Amortization		4,826,375		(22,775	)		(19,372	)		4,784,228
Total Property, Plant and Equipment - Net		10,244,548		22,775			(1,207,313	)		9,060,010
Other Assets
Deferred Income Taxes		461,581		226						461,807
Restricted Cash		20,291								20,291
Investment in Affiliates		100,951								100,951
Other		222,897					296,344			519,241
Total Other Assets		805,720		226			296,344			1,102,290
Total Assets		12,201,118		(6,851	)		(395,172	)		11,799,095

	Historical			Pro Forma Adjustments			Material Nonrecurring Charges or Credits and Related  Tax Effects			Pro Forma Results
Current Liabilities
Accounts Payable		351,356									351,356
Short-Term Notes Payable		260,750						(260,750	)		—
Current Portion of Long-Term Debt		25,283									25,283
Borrowings Under Securitization Facility		70,000						(70,000	)		—
Other Accrued Liabilities		836,862									836,862
Total Current Liabilities		1,544,251			—			(330,750	)		1,213,501
Long-Term Debt
Long-Term Debt		3,126,061									3,126,061
Capital Lease Obligations		56,186									56,186
Total Long-Term Debt		3,182,247			—			—			3,182,247
Deferred Credits and Other Liabilities
Postretirement Benefits Other Than Pensions		3,085,834									3,085,834
Pneumoconiosis Benefits		175,523									175,523
Mine Closing		401,439									401,439
Gas Well Closing		116,096									116,096
Workers’ Compensation		149,025									149,025
Salary Retirement		136,366									136,366
Reclamation		46,661									46,661
Other		149,627									149,627
Total Deferred Credits and Other Liabilities		4,260,571			—			—			4,260,571
Total Liabilities		8,987,069			—			(330,750	)		8,656,319
Stockholders’ Equity
Common Stock, $.01 Par Value; 500,000,000 Shares Authorized, 227,289,426 Issued and 226,695,195 Outstanding at June 30, 2011		2,273									2,273
Capital in Excess of Par Value		2,207,429			(57	)					2,207,372
Preferred Stock, 15,000,000 shares authorized, None issued and outstanding		—									—
Retained Earnings		1,883,610			(6,794	)		(64,422	)		1,812,394
Accumulated Other Comprehensive Loss		(850,554	)								(850,554	)
Common Stock in Treasury, at Cost - 594,231 Shares at June 30, 2011		(23,580	)								(23,580	)
Total CONSOL Energy Inc. Stockholder’s Equity		3,219,178			(6,851	)		(64,422	)		3,147,905
Noncontrolling Interest		(5,129	)								(5,129	)
Total Equity		3,214,049			(6,851	)		(64,422	)		3,142,776
Total Liabilities and Equity		12,201,118			(6,851	)		(395,172	)		11,799,095