CEI’s acquisition of DEPI/DTI. The Acquisition will be accounted for using the acquisition method of accounting. Certain assets/liabilities have been excluded from the transaction and are reflected in the “carve-out” adjustments shown on the pro forma statement of operations. The unaudited pro forma combined financial information reflects the preliminary allocation of (1) the fair value of the consideration transferred ($3.475 billion) and (2) the fair value of the underlying assets acquired and liabilities assumed based upon their estimated fair value;

Borrowings under CEI notes offered (approximately $2.75 billion) and proceeds from equity issuances offered (approximately $1.753 billion; 38,500,000 shares; $45.55 per share) and related issuance fees for both offerings;

Adjustments to conform the classification of expenses in DEPI/DTI historical statements to CEI’s classification of similar expenses;

Adjustments for the impact of nonrecurring, non-capitalizable banking and legal fees;

Adjustments to conform DEPI/DTI historical accounting policies (such as the use of full cost method) to CEI’s accounting policies (successful efforts); and

Estimated income tax of pro forma adjustments.

Sales—Outside

Sales—Purchased Gas

Sales—Gas Royalty Interests

Freight—Outside

Other Income

Total Revenue and Other Income

Cost of Goods Sold and Other Operating Charges

Purchased Gas Costs

Gas Royalty Interests’ Costs

Freight Expense

Selling, General and Administrative Expense

Depreciation, Depletion and Amortization

Interest Expense

Taxes Other Than Income

Total Costs

Earnings Before Income Taxes

Income Taxes

Net Income

Less: Net Income Attributable to

Non Controlling Shareholders

Net Income Attributable to CONSOL Energy Inc. Shareholders

Earnings Per Share:

Basic

Dilutive

Weighted Average Number of Common Shares Outstanding:

Basic

Dilutive

Dividends Paid Per Share

ASSETS

Current Assets:

Cash and Cash Equivalents

Accounts and Notes Receivable:

Trade

Other Receivables

Inventories

Deferred Income Taxes

Prepaid Expenses

Total Current Assets

Property, Plant and Equipment:

Property, Plant and Equipment

Less—Accumulated Depreciation, Depletion and Amortization

Total Property, Plant and Equipment—Net

Other Assets:

Deferred Income Taxes

Investment in Affiliates

Other

Total Other Assets

TOTAL ASSETS

LIABILITIES AND EQUITY

Current Liabilities:

Accounts Payable

Short-Term Notes Payable

Current Portion of Long-Term Debt

Accrued Income Taxes

Other Accrued Liabilities

Total Current Liabilities

Total Long-Term Debt

Deferred Credits and Other Liabilities:

Postretirement Benefits Other Than Pensions

Pneumoconiosis Benefits

Mine Closing

Gas Well Closing

Workers’ Compensation

Salary Retirement

Reclamation

Other

Total Deferred Credits and Other Liabilities

Total Liabilities

Total CONSOL Energy Stockholders’ Equity

Noncontrolling Interest

Total Equity

TOTAL LIABILITIES AND EQUITY

the accounts receivable, accounts payable, affiliated employer benefit assets, and accrued payroll related reflected on the combined balance sheet are not being acquired because Dominion is entitled to all revenues earned and is responsible for all property costs and payroll and benefit-related obligations incurred on or prior to the closing date, therefore;

the combined statement of operations includes revenues and operating expenses and the combined balance sheet includes property, plant and equipment and associated accumulated depreciation, depletion and amortization related to certain oil and natural gas wells located in natural gas storage fields which Dominion is retaining;

the combined statement of operations includes revenues and operating expenses and the combined balance sheet includes futures, options, swaps, and other derivatives assets and liabilities related to derivate contracts which Dominion is responsible for eliminating;

Dominion is responsible for settling any indebtedness with affiliates prior to closing, therefore affiliated debt and accrued interest reflected on the combined balance sheet and affiliated interest expense reflected in the statement of operations will not exist;

Dominion is responsible for all income taxes incurred through closing, and has the rights to any income tax refunds or severance tax abatements for taxable periods ending prior to closing, therefore all current and deferred income tax assets and liabilities have been removed from each balance sheet. Thus, income tax amounts reflected in the statement of operations will not exist;

the combined balance sheet includes prepaid insurance under insurance policies which are excluded assets and will be retained by Dominion;

The financial statements include allocated assets and liabilities in order for DTI-E&P to be run as a stand-alone business based on SEC Rule 3-05. However, only the Additional Assets of DTI and Seller Assumed Obligations as defined in the draft PSA are included in the proposed transaction. Therefore, any allocated assets and liabilities not identified in the purchase agreement are being retained by Dominion; and

Under the terms of the purchase agreement, the Company is acquiring Appalachian reserves and assuming obligations related only to Appalachian properties. Therefore, combined financial statements include non-Appalachian operations that were sold during 2007. In addition, non-Appalachian obligations such as legal claims or remaining obligations from the 2007 sales which are reflected on the combined balance sheet are retained by Dominion.

Cash acquired

Inventory

Prepaid expenses

Property, plant and equipment

Proven properties

Unproven properties

Wells and related equipment

Identified intangibles

Other miscellaneous

Total property, plant and equipment

Other assets

Other accrued liabilities

Other post employment benefits

Salary retirement

Gas well closing liabilities

Other liabilities

Total Cash Paid