Alpha Natural Resources 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.2

ALPHA NATURAL RESOURCES, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET DATA

September 30, 2005

							Nicewonder			2005
				Historical(1)			Acquisition			Financing			Pro Forma
				(In thousands, except share and per share amounts)
ASSETS
Current assets				$	280,095		$	21,526	(2)	$	—		$	301,621
Property, plant and equipment, net					267,481			280,094	(2)		—			547,575
Goodwill					18,641			6,885	(2)		—			25,526
Other intangibles, net					560			26,106	(2)		—			26,666
Deferred income taxes					19,616			—	(9)		—			19,616
Other assets					35,705			—			8,000	(7)		42,205
					—			—			(1,500	)(7)		—
			Total assets	$	622,098		$	334,611		$	6,500		$	963,209
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities				$	154,495		$	11,526	(2)	$	—		$	211,721
								5,800	(3)
								221,000	(5)		(181,100	)(8)
Long-term debt, net of current portion					257,163			35,200	(4)		189,100	(8)		481,463
Workers’ compensation benefits					5,113			—			—			5,113
Postretirement medical benefits					22,226			—			—			22,226
Asset retirement obligation					34,284			7,900	(2)		—			42,184
Deferred gains on sale of property interests					5,166			—			—			5,166
Deferred income taxes					—			—	(9)		—			—
Other liabilities					9,178			—			—			9,178
			Total liabilities		487,625			281,426			8,000			777,051
Stockholders’ equity
	Preferred stock — par value $0.01, 10,000,000 shares authorized, none issued				—			—			—			—
	Common stock — par value $0.01, 100,000,000 shares authorized, 62,212,580 shares issued and outstanding, 64,392,813 shares issued and outstanding pro forma				622			22	(6)		—			644
	Additional paid-in capital				146,372			53,163	(6)		—			199,535
	Unearned stock-based compensation				(18,623	)		—			—			(18,623	)
	Retained earnings				6,102			—			(1,500	)(7)		4,602
		Total stockholders’ equity			134,473			53,815			(1,500	)		186,158
		Total liabilities and stockholders’ equity		$	622,098		$	334,611		$	6,500			963,209

(1)

Reflects the consolidated condensed balance sheet of Alpha Natural Resources, Inc. and subsidiaries as of September 30, 2005.

(2)

Reflects the estimated fair value of the net assets acquired from The Combined Entities of The Nicewonder Coal Group as shown in the table below. The Nicewonder Coal Group had equipment financing indebtedness of $41.3 million as of September 30, 2005, all of which was repaid prior to the closing of the Nicewonder Acquisition. The aggregate purchase price of the Nicewonder Acquisition was $315.2 million, consisting of cash at closing in the amount of $35.2 million, a cash tax payment

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of $1.9 million to be made to the sellers in April 2006, estimated transaction costs of $3.9 million, installment promissory notes issued to the sellers in the aggregate principal amount of $221.0 million, $181.1 million of which was paid on November 2, 2005, with the remaining $39.9 million due on January 15, 2006, and 2,180,233 shares of our common stock valued at approximately $53.2 million for accounting purposes.

		(In thousands)
Current assets		$	21,526
Property, plant and equipment			280,094
Other intangibles			26,106
Goodwill			6,885
	Total assets acquired		334,611
Current liabilities			11,526
Asset retirement obligation			7,900
	Total liabilities assumed		19,426
	Net assets acquired	$	315,185

	The purchase price allocation is based on preliminary estimates of the fair values of the assets acquired and liabilities assumed, and we have initiated a study to evaluate the fair values of the assets and liabilities. Fair market value adjustments reflected in the pro forma financial statements may be subject to revisions and adjustments pending finalization of the evaluation.
(3)	Reflects a cash tax payment of $1.9 million to be made to the sellers in April 2006 and estimated transaction costs of $3.9 million.
(4)	Reflects borrowings under our new credit facility revolver to pay the $35.2 million of cash paid to the sellers at the closing of the Nicewonder Acquisition.
(5)	Reflects the issuance of notes payable to the Nicewonder Coal Group sellers.
(6)	Reflects the issuance of 2,180,233 shares to the Nicewonder Coal Group sellers at a value of $24.39 per share. For this purpose, the value was based on the average closing prices of our common stock for the five trading days surrounding October 20, 2005, the date the number of shares to be issued under the terms of the acquisition agreement became fixed without subsequent revision.
(7)	Reflects $8.0 million of estimated deferred financing costs associated with the 2005 Financings and the write-off of $1.5 million of the unamortized balance of the deferred financing costs related to our existing revolver.
(8)	Reflects the issuance of the $250.0 million seven-year term loan, the draw on our new revolver of $55.3 million, the repayment of the first installment of the seller notes in the amount of $181.1 million, the repayment of $81.0 million of our prior revolver and the payment of $35.2 million to the sellers at the closing of the Nicewonder Acquisition.
(9)	The pro forma balance sheet reflects a pro forma adjustment to record a deferred tax liability of $22.0 million due to the excess of financial accounting basis for the assets of the acquired companies over their tax basis. The pro forma balance sheet also reflects an adjustment to reverse previously recorded valuation allowance of $22.0 million due to changes in the estimate of the future realizability of our existing deferred tax assets, which offsets the net deferred tax liability recorded on the acquisition. The change in the estimate of the future realizability of the existing deferred tax assets is based upon the expectation of future taxable income from the reversal of the acquired deferred tax liability. We are completing a comprehensive analysis of the recoverability of our deferred tax assets, and such analysis may result in adjustments to the valuation allowance with an offsetting adjustment to goodwill.

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ALPHA NATURAL RESOURCES, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS DATA

For the year ended December 31, 2004

							2004			Internal						Nicewonder			2005
							Financings			Restructuring			Subtotal			Acquisition			Financing			Total
				Historical			Pro Forma			Pro Forma			Pro Forma			Pro Forma			Pro Forma			Pro Forma
				(1)			(2)			(3)						(4)			(5)
				(In thousands, except share and per share amounts)
Total revenues				$	1,252,702		$	—		$	—		$	1,252,702		$	144,613		$	—		$	1,397,315
Costs and expenses:
	Operating costs (exclusive of items shown separately below(6)				1,084,453			—			—			1,084,453			104,421			—			1,188,874
	Depreciation, depletion and amortization				55,261			—			—			55,261			51,000			—			106,261
	Selling, general and administrative expenses				43,881			—			—			43,881			2,973			—			46,854
			Total costs and expenses		1,183,595			—			—			1,183,595			158,394			—			1,341,989
			Income (loss) from operations		69,107			—			—			69,107			(13,781	)		—			55,326
Other income (expense):
	Interest expense				(20,041	)		(2,697	)		—			(22,738	)		(1,351	)		(13,808	)		(37,897	)
	Interest income				531			—			—			531			161			—			692
	Miscellaneous income (expense), net				722			—			—			722			(278	)		—			444
		Total other income (expense), net			(18,788	)		(2,697	)		—			(21,485	)		(1,468	)		(13,808	)		(36,761	)
		Income (loss) from continuing operations before income taxes and minority interest			50,319			(2,697	)		—			47,622			(15,249	)		(13,808	)		18,565
Income tax expense (benefit)					5,150			(1,025	)		9,806			13,931			(5,795	)		(5,247	)		2,889
Minority interest					22,781			—			(22,781	)		—			—						—
		Income (loss) from continuing operations		$	22,388			(1,672	)		12,975			33,691			(9,454	)		(8,561	)		15,676
Pro forma income from continuing operations per share:
	Basic												$	0.55								$	0.25
	Diluted												$	0.54								$	0.24
Weighted average shares outstanding:
	Basic													60,867,650									63,047,883	(7)
	Diluted													62,409,586									64,589,819	(7)

(1)	Reflects the combined results of operations of ANR Fund IX Holdings, L.P. and Alpha NR Holdings, Inc. and subsidiaries for the year ended December 31, 2004.
(2)	Represents pro forma interest expense, net of income taxes at the statutory rate of 38%, resulting from the 2004 Financings as shown in the table below (In thousands):

Notes payable	$	228	Reflects interest at a fixed rate of 3.55% on an average balance of $7.2 million.
Equipment financing		101	Reflects pro forma interest expense at a fixed rate of 4.79% on an estimated average balance of $2.1 million.
Senior notes		17,500	Reflects pro forma interest expense at a fixed rate of 10% on our senior notes.

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Funded revolver			1,111		Reflects pro forma interest at LIBOR of 1.52% plus 2.75% on an estimated average balance of $26.0 million.
Letter of credit fees			1,563		Reflects fees at the fixed rate of 3.1% on $50.0 million letters of credit outstanding under our funded letter of credit facility.
Commitment fees			495		Reflects commitment fees at 0.50% on an estimated $99.0 million average available balance.
	Total cash interest expense		20,998
Amortization of deferred loan costs			1,740		Reflects deferred financing costs of $11.7 million amortized over approximately 7 years.
	Total pro forma interest expense		22,738
Less: historical interest expense			(20,041	)
	Adjustment to interest expense	$	2,697

(3)	Reflects the elimination of minority interest and related income tax effects as a result of the Internal Restructuring.
(4)	Represents the pro forma results of operations of The Nicewonder Coal Group for the year ended December 31, 2004 as if the Nicewonder Acquisition had occurred on January 1, 2004 (In thousands):

				Nicewonder						Nicewonder
				Coal Group			Pro Forma			Coal Group
				Historical(a)			Adjustments			Pro Forma
Total revenues				$	144,613		$	—		$	144,613
Costs and expenses:
	Operating costs (exclusive of items shown separately below)				103,958			463	(b)		104,421
	Depreciation, depletion and amortization				11,336			39,664	(c)		51,000
	Selling, general and administrative expenses				2,973			—			2,973
			Total costs and expenses		118,267			40,127			158,394
			Income (loss) from operations		26,346			(40,127	)		(13,781	)
Other income (expense):
	Interest expense				(1,351	)		—			(1,351	)
	Interest income				161			—			161
	Miscellaneous income (expense), net				(278	)		—			(278	)
		Total other income (expense), net			(1,468	)		—			(1,468	)
		Income (loss) from continuing operations before income taxes			24,878			(40,127	)		(15,249	)
Income tax expense (benefit)					—			(5,795	)(d)		(5,795	)
		Income (loss) from continuing operations		$	24,878		$	(34,332	)	$	(9,454	)

(a)	Reflects the results of operations of The Combined Entities of The Nicewonder Coal Group for the year ended December 31, 2004.
(b)	Reflects the estimated cost of providing retiree medical coverage to the production employees under Alpha’s employee benefit plan.
(c)	Reflects the additional charge for depreciation, depletion and amortization arising from purchase accounting.
(d)	Reflects the benefit of income taxes computed at the combined federal and state statutory rate of 38% on pro forma net loss of $15.2 million. The Combined Entities of the Nicewonder Coal Group were all pass-through entities for income tax purposes before the acquisition. Accordingly, the pro forma presentation computes income taxes on the pro forma loss before income taxes.

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(5)  Represents pro forma interest expense, net of income taxes at the statutory rate of 38%, resulting from the 2005 Financing as shown in the table below (In thousands):

Notes payable		$	228		Reflects interest on an average balance of $7.2 million.
Equipment financing			101		Reflects interest on an estimated average balance of $2.0 million.
Senior notes			17,500		Reflects interest at a fixed rate of 10% on our senior notes.
Funded revolver			615		Reflects interest at a variable rate of 6.15% on an estimated balance of $10.0 million.
Term loan			14,250		Reflects interest at a variable rate of 5.7% on a balance of $250.0 million.
Letter of credit fees			1,860		Reflects fees at the fixed rate of 3.1% on an estimated $60.0 million stated amount of letters of credit outstanding.
Commitment fees			1,025		Reflects commitment fees at the fixed rate of 0.50% on a estimated average available balance of $205.0 million.
	Total cash interest expense		35,579
Amortization of deferred loan costs			2,318
	Total pro forma interest		37,897
Less: historical interest expense			(24,089	)
	Adjustment to interest expense	$	13,808

(6)	Operating expenses include cost of coal sales, freight and handling costs and the costs of other revenues.
(7)	Reflects the issuance of 2,180,233 shares to the Nicewonder Coal Group sellers.

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ALPHA NATURAL RESOURCES, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS DATA

For the nine months ended September 30, 2005

												Nicewonder			2005
						Internal						Acquisition			Financing
			Historical			Restructuring			Subtotal			Pro Forma			Pro Forma			Total
			(1)			(2)			Pro Forma			(3)			(4)			Pro Forma
			(In thousands, except share and per share amounts)
Total revenues			$	1,127,480					$	1,127,480		$	156,855		$	—		$	1,284,335
Costs and expenses:
	Operating costs (exclusive of items shown separately below)(5)			961,276			—			961,276			102,680			—			1,063,956
	Depreciation, depletion and amortization			45,521			—			45,521			38,260			—			83,781
	Selling, general and administrative expenses			74,924			—			74,924			2,668			—			77,592
		Total costs and expenses		1,081,721			—			1,081,721			143,608			—			1,225,329
		Income from operations		45,759			—			45,759			13,247			—			59,006
Other income (expense):
	Interest expense			(19,400	)		—			(19,400	)		(1,593	)		(9,867	)		(30,860	)
	Interest income			675			—			675			302			—			977
	Miscellaneous income (expense), net			40			—			40			92			—			132
		Total other income (expense), net		(18,685	)		—			(18,685	)		(1,199	)		(9,867	)		(29,751	)
		Income from continuing operations before income taxes and minority interest		27,074			—			27,074			12,048			(9,867	)		29,255
Income tax expense (benefit)				15,141			778			15,919			4,578			(3,749	)		16,748
Minority interest				2,918			(2,918	)		—			—						—
		Income from continuing operations	$	9,015		$	2,140		$	11,155		$	7,470		$	(6,118	)	$	12,507
Net income from continuing operations per share, as adjusted:
	Basic and diluted:
		Income from continuing operations	$	0.17					$	0.18								$	0.20
	Weighted average shares outstanding
	Basic			53,184,066						61,092,832									63,273,065	(6)
	Diluted			53,566,469						61,677,221									63,857,454	(6)

(1)  Reflects the consolidated results of operations of Alpha Natural Resources, Inc. and subsidiaries for the nine months ended September 30, 2005.

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(2)	Reflects the elimination of minority interest and related income tax effects as a result of the Internal Restructuring.
(3)	Represents the pro forma results of operations of the Nicewonder Coal Group for the nine months ended September 30, 2005, as if the Nicewonder Acquisition had occurred on January 1, 2004 (in thousands):

				Historical			Pro forma
				(a)			Adjustments			Pro forma
Total revenues				$	156,855		$	—		$	156,855
Costs and expenses:
	Operating costs (exclusive of items shown separately below)				102,333			347	(b)		102,680
	Depreciation, depletion and amortization				10,340			27,920	(c)		38,260
	Selling, general and administrative expenses				2,668			—			2,668
			Total costs and expenses		115,341			28,267			143,608
			Income from operations		41,514			(28,267	)		13,247
Other income (expense):
	Interest expense				(1,593	)		—			(1,593	)
	Interest income				302			—			302
	Miscellaneous income (expense), net				92			—			92
		Total other income (expense), net			(1,199	)		—			(1,199	)
		Income from continuing operations before income taxes			40,315			(28,267	)		12,048
Income tax expense					—			4,578	(d)		4,578
		Income from continuing operations		$	40,315		$	(32,845	)	$	7,470

(a)	Reflects the results of operations of The Combined Entities of The Nicewonder Coal Group for the nine months ended September 30, 2005
(b)	Reflects the estimated cost of providing retiree medical coverage to the production employees under Alpha’s employee benefit plan.
(c)	Reflects the additional charge for depreciation, depletion and amortization arising from purchase accounting.
(d)	The Combined Entities of The Nicewonder Coal Group were all pass-through entities for income tax purposes before the acquisition. Accordingly, the pro forma presentation reflects income taxes computed at the combined federal and state statutory rate of 38% on pro forma pre-tax income.

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(4) Represents pro forma interest expense for the nine months ended September 30, 2005, net of income taxes at the statutory rate of 38%, resulting from our 2005 Refinancing as shown in the table below (in thousands):

Notes payable		$	256		Reflects interest on an average balance of $9.0 million.
Equipment financing			215		Reflects interest on an average balance of $2.8 million.
Senior notes			13,375		Reflects interest expense at a fixed rate of 10% on our senior notes.
Funded revolver			2,491		Reflects interest at a variable rate of 6.15% on an estimated balance of $54.0 million.
Term loan			10,688		Reflects interest at a variable rate of 5.7% on a balance of $250.0 million.
Letter of credit fees			1,511		Reflects fees at the fixed rate of 3.1% on an estimated balance of $65.0 million.
Commitment fees			585		Reflects fees at the fixed rate of .5% on an estimated $156.0 million average available balance.
	Total cash interest expense		29,121
Amortization of deferred loan costs			1,739
	Total pro forma interest		30,860
Less: interest as recorded			(20,993	)
	Adjustment to interest expense	$	9,867

(5)	Operating expenses include cost of coal sales, freight and handling costs and the costs of other revenues.
(6)	Reflects the issuance of 2,180,233 shares to the Nicewonder Coal Group sellers.

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