Penn Virginia Resource Partners, L.P. Unaudited Pro Forma Combined Financial Statements:

Introduction

Unaudited Pro Forma Combined Statement of Operations for the Three Months Ended March 31, 2012

Unaudited Pro Forma Combined Statement of Income for the Year Ended December 31, 2011

Unaudited Pro Forma Combined Balance Sheet as of March 31, 2012

Notes to Unaudited Pro Forma Combined Financial Statements

Our acquisition of 100% of the membership interest of Chief Gathering, LLC (“Chief Gathering”) from Chief E&D Holdings LP (“Chief Holdings”), for a base purchase price of approximately $1.0 billion payable in a combination of $800.0 million in cash and $200.0 million in a new class of limited partner interests in us (“Special Units”) subject to adjustment as provided in the purchase agreement relating to the Special Units. The Special Units are substantially similar to our common units, except that the Special Units, to be issued to Chief Holdings, will neither pay nor accrue distributions for six consecutive quarterly distributions commencing with the first quarterly distribution whose record date occurs after the date of the closing of the Purchase Agreement.

We expect to finance the cash portion of the purchase price for the Chief Gathering acquisition through a combination of committed equity and debt. The committed equity includes (i) a Class B unit purchase agreement with Riverstone V PVR Holdings, L.P. (the “Riverstone Investor”) to sell $400.0 million of Class B units, representing a new class of limited partner interests in us (the “Class B Units”), in a private placement to the Riverstone Investor, which Class B Units are substantially similar to our common units, except that, until they convert, we will pay distributions in respect to the Class B units through the issuance of additional Class B Units unless we elect to pay the distribution in cash and (ii) a common unit purchase agreement with the purchasers named therein to sell $180.0 million of our common units in a private placement to such purchasers (the “PIPE Transaction”). We will use the proceeds from the sale of the Class B Units and the common units in the PIPE Transaction to fund a portion of the cash purchase price for the Chief acquisition.

The $450.0 million debt offering of new unsecured Senior Notes (the “Senior Notes”) made pursuant to this offering memorandum and the use of the net proceeds therefrom to fund a portion of the cash purchase price for the Chief acquisition and repay a portion of the borrowings under our revolving credit facility (the “Revolver”).

Revenues

Natural gas midstream

Coal royalties

Other

Total revenues

Expenses

Cost of gas purchased

Operating

General and administrative

Impairments

Depreciation and amortization

Total expenses

Operating income (loss)

Other income (expense)

Interest expense

Derivatives

Other

Net income (loss)

Net income per limited partner unit, basic and diluted

Weighted average number of units outstanding, basic

Weighted average number of units outstanding, diluted

Revenues

Natural gas midstream

Coal royalties

Other

Total revenues

Expenses

Cost of gas purchased

Operating

General and administrative

Impairments

Depreciation and amortization

Total expenses

Operating income

Other income (expense)

Interest expense

Derivatives

Other

Net income

Net loss (income) attributable to noncontrolling interests

Net income attributable to Penn Virginia Resource Partners, L.P.

Net income per limited partner unit, basic and diluted

Weighted average number of units outstanding, basic

Weighted average number of units outstanding, diluted

Assets

Current assets

Cash and cash equivalents

Accounts receivable, net of allowance for doubtful accounts

Other current assets

Total current assets

Property, plant and equipment

Accumulated depreciation, depletion and amortization

Net property, plant and equipment

Equity investments

Intangible assets

Goodwill

Other long-term assets

Total assets

Liabilities and Partners’ Capital

Current liabilities

Accounts payable and accrued liabilities

Deferred income

Derivative liabilities

Total current liabilities

Deferred income

Other liabilities

Senior notes - 8.25%

New Senior Notes

Revolving credit facility

Partners’ capital

Common units

Accumulated other comprehensive income

Total partners’ capital

Total liabilities and partners’ capital

The acquisition of Chief Gathering for a purchase price of $1.0 billion consisting of $200.0 million of equity consideration in the form of Special Common Units (“Special Units”) issued to Chief Gathering that will not receive distributions for the six quarters post-closing, at which time they will convert to Common Units on a one-for-one basis. The Special Units will be issued at a discount equal to six times the quarterly distribution paid during the first quarter of 2011;

The unit purchase agreement with (i) Riverstone V PVR Holdings, L.P. (the “Riverstone Investor”) to sell $400.0 million of Class B Units, representing a new class of limited partner interests in us (the “Class B Units”), in a private placement to the Riverstone Investor, which Class B Units are substantially similar to our common units, except that, until they convert, we will pay distributions in respect to the Class B units through the issuance of additional Class B Units unless we elect to pay the distribution in cash and (ii) a common unit purchase agreement with the purchasers named therein to sell $180.0 million of our common units in a private placement to such purchasers (the “PIPE Transaction”); and

The $450.0 million debt offering of new unsecured Senior Notes (the “Senior Notes”) made pursuant to this offering memorandum and the use of the net proceeds therefrom to fund a portion of the cash purchase price for the Chief acquisition and repay a portion of the borrowings under our revolving credit facility (the “Revolver”).

Reflects the additional depreciation and amortization based on the estimated fair value allocated to property, plant, and equipment and intangible assets. We have estimated the fair value of the tangible assets at $375.0 million and a useful life of the gathering system of 20 years. We have estimated the fair value of the intangible assets at $450.0 million and a useful life of the contracts and customer

Chief historical interest expense

$450 million Senior Notes at an assumed rate of 8.5%

Amortization of Senior Notes debt issuance costs

Amortization of incremental Revolver amendment debt issuance costs

Pro forma adjustment to interest expense

Chief historical interest expense

$450 million Senior Notes at an assumed rate of 8.5%

Amortization of Senior Notes debt issuance costs

Amortization of incremental Revolver amendment debt issuance costs

Proportionate write off of Revolver debt issuance costs

Pro forma adjustment to interest expense

Reflects adjustments of the preliminary pro forma allocation of the Chief acquisition purchase price as of March 31, 2012 using the purchase method of accounting. The assets and liabilities of Chief are currently being appraised and the purchase price is subject to closing adjustments. Closing adjustments estimated at $25.0 million include capital reimbursement, results of operations from the effective date

Cash and equity consideration paid for Chief

Plus: working capital assets acquired

Less: working capital liabilities assumed

Total purchase price adjusted for working capital

Fair value of assets acquired:

Accounts receivable

PP&E - tangible assets

Intangible assets

Goodwill

Accounts payable

Total fair value of assed acquired and liabilities assumed

Proceeds:

PIPE Transaction

Riverstone Class B Units

Value received for Special Units to Chief

Gross proceeds and value received

Use of proceeds:

Total purchase price adjusted for working capital

Revolver amendment debt issuance costs

PIPE Transaction fee

Acquisition costs, including costs for merger, legal and other due diligence

Net impact on Revolver

Common units:

PIPE Transaction, net of fees

Riverstone Class B Units

Chief Special Units

Retained earnings:

Acquisition costs, including costs for merger, legal and other due diligence