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

Exhibit 99.1

On December 6, 2013, CONSOL Energy Inc. completed the sale of its Consolidation Coal Company subsidiary, which contains five of its longwall coal mines in West Virginia, and river operations to a subsidiary of Murray Energy Corporation for $3.5 billion in value.

The following unaudited pro forma consolidated balance sheet as of September 30, 2013 and unaudited pro forma consolidated statements of operations of CONSOL Energy Inc. for the nine-month period ended September 30, 2013 and the year ended December 31, 2012, give effect to this sale. The pro forma consolidated financial statements have been prepared by management of CONSOL based upon the historical financial statements of CONSOL and the adjustments and assumptions in the accompanying notes to the pro forma consolidated financial statements.

The pro forma consolidated balance sheet reflects the closing transaction as if such a transaction had been consummated on September 30, 2013.

The pro forma consolidated statements of operations set forth the effect of the disposition as if it had occurred on January 1, 2012.

The pro forma consolidated financial statements may not be indicative of the results that actually would have occurred if the sale had occurred on the dates indicated or which may be obtained in the future. The pro forma consolidated financial statements should be read in conjunction with the consolidated financial statements and notes of CONSOL included in its annual report on Form 10-K for the year ended December 31, 2012.

CONSOL ENERGY INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2013

(000 OMITTED)

(UNAUDITED)

	As Reported		Proforma Adjustments				Proforma
ASSETS
Current Assets:
Cash and Cash Equivalents	$	21,086	$	849,978		(a),(b)	$	871,064
Accounts and Notes Receivable:
Trade		436,388		(45,000	)	(b)		391,388
Accounts Receivable - Securitized		44,364		—				44,364
Notes Receivable		25,813		—				25,813
Other Receivables		160,931		7,500		(d)		168,431
Inventories		238,348		(78,540	)	(b)		159,808
Income taxes receivable				65,321		(e)		65,321
Deferred Income Taxes		81,825		(57,535	)	(b)		24,290
Restricted Cash		12,263		—				12,263
Prepaid Expenses		162,418		(9,060	)	(b)		153,358
Total Current Assets		1,183,436		732,664				1,916,100
Property, Plant and Equipment:
Property, Plant and Equipment		16,571,104		(3,448,318	)	(b)		13,122,786
Less - Accumulated Depreciation, Depletion and Amortization		5,940,247		(1,895,103	)	(b)		4,045,144
Total Property, Plant and Equipment - Net		10,630,857		(1,553,215	)			9,077,642
Other Assets:
Deferred Income Taxes		457,105		(457,105	)	(b)		—
Investment in Affiliates		261,218		—				261,218
Notes Receivable		155		—				155
Other		204,301		30,049		(b),(d)		234,350
Total Other Assets		922,779		(427,056	)			495,723
TOTAL ASSETS	$	12,737,072	$	(1,247,607	)		$	11,489,465

a) To recognize proceeds from Murray Energy Inc., which has been adjusted for working capital levels as of September 30, 2013.

b) To record the removal of net assets held for sale allocated to this business.

c) To record a receivable for $50 million in minimum guaranteed royalties on leased coal reserves.

d) Record $153 million estimated income tax receivable associated with the transaction.

e) Record an accrual of $30 million for transactions costs associated with the sale.

f) As part of the agreement CONSOL Energy Inc. guaranteed certain coal sales agreements and obligations with a fair value of $3 million. This adjustment is to record the estimated fair value of those guarantees.

g) To record the estimated gain on disposition.

h) To record the accumulated other comprehensive income associated with the employee benefit obligations associated with this business.

CONSOL ENERGY INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2013

(000 OMITTED)

(UNAUDITED)

	As Reported			Proforma Adjustments				Proforma
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	512,182		$	(7,401	)	(b)	$	504,781
Current Portion of Long-Term Debt		13,182			(533	)	(b)		12,649
Short-Term Notes Payable		47,000			—				47,000
Accrued Income Taxes		87,965			(87,965	)	(e)		—
Borrowings Under Securitization Facility		44,364			—				44,364
Other Accrued Liabilities		868,904			(205,060	)	(b),(f),(g)		663,844
Total Current Liabilities		1,573,597			(300,959	)			1,272,638
Long-Term Debt:
Long-Term Debt		3,123,755			(148	)	(b)		3,123,607
Capital Lease Obligations		48,176			(733	)	(b)		47,443
Total Long-Term Debt		3,171,931			(881	)			3,171,050
Deferred Credits and Other Liabilities:
Postretirement Benefits Other Than Pensions		2,814,234			(1,953,273	)	(b)		860,961
Pneumoconiosis Benefits		178,508			(65,390	)	(b)		113,118
Mine Closing		460,515			(126,753	)	(b)		333,762
Deferred Income Taxes					271,922				271,922
Gas Well Closing		197,093			(7,246	)	(b)		189,847
Workers’ Compensation		156,568			(91,848	)	(b)		64,720
Salary Retirement		74,108			—				74,108
Reclamation		49,487			—				49,487
Other		103,855			(10,444	)	(b),(g)		93,411
Total Deferred Credits and Other Liabilities		4,034,368			(1,983,032	)			2,051,336
Equity:
Stockholders’ Equity:
Common Stock, $.01 par value; 500,000,000 Shares Authorized, 228,936,248 Issued and Outstanding at September 30, 2013; 228,129,467 Issued and 228,094,712 Outstanding at December 31, 2012		2,292							2,292
Capital in Excess of Par Value		2,347,973							2,347,973
Preferred Stock, 15,000,000 shares authorized, None issued and outstanding					—				—
Retained Earnings		2,257,796			759,411		(h)		3,017,207
Accumulated Other Comprehensive Loss		(649,896	)		277,854		(i)		(372,042	)
Common Stock in Treasury, at Cost - 0 Shares at August 31, 2013; 34,755 Shares at December 31, 2012, 34,755 Shares at August 31, 2012		—			—				—
Total CONSOL Energy Stockholders’ Equity		3,958,165			1,037,265				4,995,430
Noncontrolling Interest		(989	)		—				(989	)
Total Equity		3,957,176			1,037,265				4,994,441
TOTAL LIABILITIES AND EQUITY	$	12,737,072		$	(1,247,607	)		$	11,489,465

CONSOL ENERGY INC. AND SUBSIDIARIES

PROFORMA CONSOLIDATED STATEMENTS OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(000 OMITTED, EXCEPT PER SHARE DATA)

(Unaudited)

	As Reported			Proforma Adjustments (a)			Proforma
Sales - Outside	$	3,512,055		$	(1,249,320	)	$	2,262,735
Sales - Gas Royalty Interests		46,738						46,738
Sales - Purchased Gas		4,372						4,372
Freight - Outside		35,749						35,749
Other Income		138,824			(9,873	)		128,951
Total Revenue and Other Income		3,737,738			(1,259,193	)		2,478,545
Cost of Goods Sold and Other Operating Charges		2,639,929			(951,901	)		1,688,028
Gas Royalty Interests’ Costs		38,204						38,204
Purchased Gas Costs		2,961						2,961
Freight Expense		35,749						35,749
Selling, General and Administrative Expense		104,265			(38,648	)		65,617
Depreciation, Depletion and Amortization		489,774			(154,111	)		335,663
Interest Expense		164,197			(2	)		164,195
Taxes Other Than Income		251,575			(128,529	)		123,046
Total Costs		3,726,654			(1,273,191	)		2,453,463
Earnings Before Income Taxes		11,084			13,998			25,082
Income Taxes		89,767			3,681			93,448
Net Income		(78,683	)		10,317			(68,366	)
Less: Net Income Attributable to Noncontrolling Interest		942						942
Net Income Attributable to CONSOL Energy Inc. Shareholders	$	(77,741	)	$	10,317		$	(67,424	)
Earnings Per Share:
Basic	$	(0.34	)	$	0.05		$	(0.29	)
Dilutive	$	(0.34	)	$	0.05		$	(0.29	)

a) The adjustment column is to remove the operating results of the business to reflect the consummation of the sale of this business as if it occurred as of January 1, 2012.

CONSOL ENERGY INC. AND SUBSIDIARIES

PROFORMA CONSOLIDATED STATEMENTS OF INCOME

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2012

(000 OMITTED, EXCEPT PER SHARE DATA)

(Unaudited)

	As Reported		Proforma Adjustments (a)			Proforma
Sales - Outside	$	4,825,946	$	(1,705,945	)	$	3,120,001
Sales - Gas Royalty Interests		49,405					49,405
Sales - Purchased Gas		3,316					3,316
Freight - Outside		141,936					141,936
Other Income		409,704		(13,838	)		395,866
Total Revenue and Other Income		5,430,307		(1,719,783	)		3,710,524
Cost of Goods Sold and Other Operating Charges		3,421,953		(1,199,494	)		2,222,459
Gas Royalty Interests’ Costs		38,867					38,867
Purchased Gas Costs		2,711					2,711
Freight Expense		141,936					141,936
Selling, General and Administrative Expense		148,071		(58,777	)		89,294
Depreciation, Depletion and Amortization		622,780		(195,449	)		427,331
Interest Expense		220,060		(18	)		220,042
Taxes Other Than Income		336,655		(166,491	)		170,164
Total Costs		4,933,033		(1,620,229	)		3,312,804
Earnings Before Income Taxes		497,274		(99,554	)		397,720
Income Taxes		109,201		(26,183	)		83,018
Net Income		388,073		(73,371	)		314,702
Less: Net Income Attributable to Noncontrolling Interest		397					397
Net Income Attributable to CONSOL Energy Inc. Shareholders	$	388,470	$	(73,371	)	$	315,099
Earnings Per Share:
Basic	$	1.71	$	(0.32	)	$	1.39
Dilutive	$	1.70	$	(0.32	)	$	1.38

a) The adjustment column is to remove the operating results of the business to reflect the consummation of the sale of this business as if it occurred as of January 1, 2012.

In conjunction with the sale of Consolidation Coal Company (CCC) and certain of its subsidiaries, which contain all five of its longwall coal mines in West Virginia, and its river operations, to a subsidiary of Murray Energy Corporation (Murray Energy), CONSOL Energy has guaranteed certain equipment lease obligations and coal sales agreement that are being assumed by Murray Energy. In the event that Murray Energy would default on the obligations defined in the agreements, CONSOL Energy would be required to perform under the guarantees. Murray has agreed to reimburse CONSOL Energy in the event that CONSOL Energy is required to pay on any of the guarantees and the equipment leases are secured by the leased personal property.

The guarantees, as listed below, consist of a coal sales agreement guarantee, pursuant to which CONSOL Energy guarantees performance by Murray Energy, operational surety bonds and workers compensation guarantees in West Virginia and Pennsylvania, a guarantee related to reclamation of an impoundment site and various equipment leases, primarily related to barges.

CONSOL Energy will regularly evaluate the likelihood of default for the respective guarantees based on an expected loss analysis and record the fair value, if any, of its guarantees as an obligation in the consolidated financial statements. The fair value of certain of the guarantees will be determined using CONSOL Energy’s risk adjusted interest rate. Significant increases or decreases in the risk-adjusted interest rates may result in a significantly higher or lower fair value measurement. Coal sales agreement guarantees will be valued based on an evaluation of coal market pricing compared to contracted sales price and includes an adjustment for nonperformance risk. Significant judgment is required in determining the fair value of these guarantees. The guarantees of the leases and sales agreements are classified within Level 3 of the fair value hierarchy.

The following table reflects the various types of guarantees through 2017. Remaining guarantees after 2018, which are made up only of equipment leases, are insignificant.

	Balance Sheet		Maximum
	at December 5,		Potential		December 31,
Description of Guarantee	2013		Guarantee*		2014		2015		2016		2017
Coal Sales Agreements	$	0	$	200,400	$	200,400	$	100,000	$	35,000	$	—
Surety Bonds and Workers Compensation		693		208,000		—		—		—		—
Operational		2,040		30,000		30,000		30,000		30,000		30,000
Equipment Leases		267		32,000		22,000		19,000		16,000		12,000
Total	$	3,000	$	470,400	$	252,400	$	149,000	$	81,000	$	42,000

* Represents the maximum potential guarantee at December 5 and 31, 2013.