Penn Virginia GP 8-K/A Financial Statements and Exhibits

Exhibit 99.3

Penn Virginia GP Holdings, L.P.

Pro Forma Condensed Combined Balance Sheet – Unaudited

June 30, 2008

(in thousands)

	Historical PVG		Lonestar Acquisition Adjustments			Pro Forma PVG
ASSETS
Current assets
Cash and cash equivalents	$	25,942	$	—		$	25,942
Accounts receivable		135,442		—			135,442
Derivative assets		4,795		—			4,795
Other current assets		4,690		—			4,690
Total current assets		170,869		—			170,869
Property, plant and equipment, net		776,511		88,596	(A)		865,107
Equity investments		77,222		—			77,222
Intangible assets		27,196		69,200	(A)		96,396
Goodwill		7,718		10,774	(A)		18,492
Other long-term assets		49,937		—			49,937
Total assets	$	1,109,453	$	168,570		$	1,278,023
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities
Accounts payable	$	118,041	$	—		$	118,041
Accrued liabilities		14,552		—			14,552
Current portion of long-term debt		58,083		—			58,083
Deferred income		3,099		—			3,099
Derivative liabilities		43,396		—			43,396
Total current liabilities		237,171		—			237,171
Deferred income		8,303		—			8,303
Other liabilities		19,035		4,673	(A)		23,708
Derivative liabilities		6,642		—			6,642
Long-term debt		323,100		142,455	(B)		465,555
Minority interest		256,088		11,239	(C)		267,327
Partners’ capital		259,114		10,203	(C)		269,317
Total liabilities and partners’ capital	$	1,109,453	$	168,570		$	1,278,023

Penn Virginia GP Holdings, L.P.

Pro Forma Condensed Combined Statement of Income – Unaudited

For the Year Ended December 31, 2007

(in thousands, except per unit amounts)

	Historical PVG			Historical Lone Star			Pro Forma Adjustments				Pro Forma PVG
Revenues:
Natural gas midstream	$	433,174		$	807		$	—			$	433,981
Coal royalties		94,140			—			—				94,140
Coal services		7,252			—			—				7,252
Other		14,879			2,187			—				17,066
Total revenue		549,445			2,994			—				552,439
Expenses:
Cost of gas purchased		343,293			—			—				343,293
Operating		20,964			1,673			—				22,637
Taxes other than income		3,040			—			—				3,040
General and administrative		25,393			1,649			—				27,042
Depreciation, depletion and amortization		41,512			6,002			2,753		(D)		50,267
Total operating expenses		434,202			9,324			2,753				446,279
Operating income		115,243			(6,330	)		(2,753	)			106,160
Other income (expense)
Interest expense		(17,338	)		(2,603	)		(6,159	)	(E)		(26,100	)
Interest income & other		2,239			271			(271	)	(F)		2,239
Derivatives		(45,568	)		—			—				(45,568	)
Minority interest		(25,407	)		—			10,004		(G)		(15,403	)
Net income	$	29,169		$	(8,662	)	$	821			$	21,328
Basic and diluted income per limited partner unit	$	0.75									$	0.55
Weighted average number of units outstanding		39,071										39,071

Penn Virginia GP Holdings, L.P.

Pro Forma Condensed Combined Statement of Income – Unaudited

For the Six Months Ended June 30, 2008

(in thousands, except per unit amounts)

	Historical PVG			Historical Lone Star			Pro Forma Adjustments				Pro Forma PVG
Revenues:
Natural gas midstream	$	359,845		$	671		$	—			$	360,516
Coal royalties		55,603			—			—				55,603
Coal services		3,703			—			—				3,703
Other		14,168			2,591			—				16,759
Total revenue		433,319			3,262			—				436,581
Expenses:
Cost of gas purchased		302,516			—			—				302,516
Operating		15,512			3,448			—				18,960
Taxes other than income		2,048			—			—				2,048
General and administrative		14,439			1,274			—				15,713
Depreciation, depletion and amortization		24,419			4,266			112		(D)		28,797
Total operating expenses		358,934			8,988			112				368,034
Operating income		74,385			(5,726	)		(112	)			68,547
Other income (expense)
Interest expense		(10,306	)		(1,528	)		(2,853	)	(H)		(14,687	)
Interest income & other		1,046			44			(44	)	(F)		1,046
Derivatives		(22,166	)		—			—				(22,166	)
Minority interest		(20,095	)		—			5,645		(G)		(14,450	)
Net income	$	22,864		$	(7,210	)	$	2,636			$	18,290
Basic and diluted income per limited partner unit	$	0.59									$	0.47
Weighted average number of units outstanding		39,075										39,075

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

1. Basis of Presentation and Transactions

The unaudited pro forma condensed combined financial statements of Penn Virginia GP Holdings, L.P. (“PVG”) are based on certain assumptions and do not purport to be indicative of the results which actually would have been achieved if Penn Virginia Resource Partners, L.P. (“PVR”) had consummated the acquisition of Lone Star Gathering, L.P. (“Lone Star”) on the dates indicated or which may be achieved in the future. The purchase accounting adjustments made in connection with the development of the unaudited pro forma condensed combined financial statements are preliminary and have been made solely for purposes of presenting such pro forma financial information.

The unaudited pro forma condensed combined balance sheet data adjusts the June 30, 2008 balance sheet of PVG for the acquisition of Lone Star using the purchase method of accounting. The unaudited pro forma condensed combined statements of income for the year ended December 31, 2007 and the six month period ended June 30, 2008 combines the results of operations of PVG for the year ended December 31, 2007 and the six month period ended June 30, 2008 with the results of operations of Lone Star for the year ended December 31, 2007 and the six month period ended June 30, 2008, after giving effect to the pro forma adjustments. It has been assumed that (i) for purposes of the unaudited pro forma condensed combined balance sheet, the following transaction occurred on June 30, 2008, and (ii) for purposes of the unaudited pro forma condensed combined statements of income, the following transaction occurred on January 1, 2007 and 2008, respectively. The pro forma financial statements reflect the following transaction:

• On July 17, 2008, PVR acquired substantially all of the assets of Lone Star in exchange for the following:

^¡ the payment of $80.7 million in cash;

^¡ the delivery of 2,009,995 PVG common units, which PVR purchased from affiliates of Penn Virginia Corporation (“PVA”) on the transaction date;

^¡ the issuance of 542,610 PVR common units; and

^¡ the payment of $5.0 million in cash on December 31, 2009.

The acquisition has been accounted for using the purchase method of accounting in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141,Business Combinations. Under the purchase method of accounting, the total purchase price has been preliminarily allocated to the tangible and intangible assets acquired of Lone Star based on their estimated fair values. The allocations of purchase consideration are subject to change pending further review of the fair value of the assets acquired and liabilities assumed and actual transaction costs. The purchase price allocation is preliminary and will be finalized for any potential liabilities related to the assets acquired in the Lone Star acquisition.

2. Pro Forma Adjustments to the Pro Forma Condensed Combined Balance Sheet

(A) Reflects adjustments of the estimated pro forma allocation of the preliminary purchase price of the Lone Star acquisition as of June 30, 2008 using the purchase method of accounting. The following is a calculation of the preliminary allocation of the purchase price to the assets acquired based on their relative fair values (in thousands):

Cash consideration paid for Lone Star	$	80,705
Value of PVG common units delivered as consideration for Lone Star		68,021
Value of PVR common units issued as consideration for Lone Star		15,171
Guaranteed payment on December 31, 2009		4,673	(i)
Total purchase price	$	168,570
Fair value of assets acquired:
Property, plant and equipment	$	88,596
Intangible assets		69,200	(ii)
Goodwill		10,774	(iii)
Fair value of assets acquired	$	168,570

(i) The guaranteed payment due on December 31, 2009 was discounted using the credit adjusted rate of 4.6%.

(ii) The preliminary purchase price includes $69.2 million of intangible assets that are primarily associated with assumed contracts and customer relationships. The customer contracts relate to fee-based gathering, compression and transportation service to customers. Included with the contracts is dedicated acreage totaling approximately 240,000 acres. These intangible assets will be amortized over the period in which benefits are derived from the contracts and relationships assumed and will be reviewed for impairment under SFAS No. 142,Goodwill and Other Intangible Assets.

(iii) The preliminary purchase price includes $10.8 million of goodwill. The significant factors that contributed to the recognition of goodwill include the ability to acquire established assets within the growing Barnett Shale natural gas play in the Forth Worth Basin. Under SFAS No. 141 and SFAS No. 142, goodwill recorded in connection with a business combination is not amortized, but is tested for impairment at least annually. Accordingly, the accompanying unaudited pro forma condensed combined statements of income do not include amortization of the goodwill recorded in the acquisition.

(B) Represents the net borrowings of $142.5 million under PVR’s revolving credit facility (the “PVR Revolver”) used to acquire Lone Star. The proceeds from the net borrowings were given as cash consideration in the Lone Star acquisition and were used to purchase PVG common units from affiliates of PVA. The PVG common units acquired were subsequently delivered by PVR as part of the consideration for the Lone Star acquisition.

(C) Reflects the adjustment to PVG’s minority interest in PVR due to (i) the $15.2 million in proceeds related to the issuance of 542,610 PVR common units as part of the consideration for the Lone Star acquisition and (ii) the $3.9 million in gain related to the same issuance. PVG recognized this gain in accordance with SEC Staff Accounting Bulletin No. 51,Accounting for Sales of Stock by a Subsidiary (“SAB 51”). SAB 51 provides guidance on accounting for the effect of issuances of a subsidiary’s stock on the parent’s investment in that subsidiary. In some situations, SAB 51 allows registrants to elect an accounting policy of recording gains or losses on issuances of stock by a subsidiary either in income or as a capital transaction. Accordingly, PVG adopted a policy of recording SAB 51 gains and losses directly to partners’ capital.

3. Pro Forma Adjustments to the Pro Forma Condensed Combined Statements of Income

(D) Reflects the pro forma adjustment to depreciation, depletion and amortization (“DD&A”) expense. The DD&A expense adjustments were made based on the fair value allocated to property, plant and equipment and intangible assets, respectively. The property, plant and equipment have estimated useful lives of 20 years and are depreciated using the straight-line method. Intangible assets will be amortized over the period in which benefits are derived from the contracts and the relationships assumed, estimated to be 20 years.

(E) Reflects the pro forma adjustment to interest expense for the year ended December 31, 2007 ($142.5 million drawn under the PVR Revolver at an assumed interest rate of 6.0%). Also includes an adjustment for the interest expense incurred by Lone Star that would not have been incurred had PVR acquired Lone Star on January 1, 2007.

(F) Reflects the pro forma adjustment to interest income. PVR did not acquire Lone Star’s cash and cash equivalents and therefore an adjustment to the pro forma interest income was made to adjust for the interest income that would not have been earned had PVR acquired Lone Star on January 1, 2007.

(G) Reflects the adjustment to PVG’s minority interest in PVR due to the issuance of the PVR common units and the pro forma adjustments to PVR’s net income.

(H) Reflects the pro forma adjustment to interest expense for the six months ended June 30, 2008 ($142.5 million drawn under the PVR Revolver at an assumed interest rate of 6.0%). Also includes an adjustment for the interest expense incurred by Lone Star that would not have been incurred had PVR acquired Lone Star on January 1, 2008.