8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: August 6, 2008

(Date of Earliest Event Reported)

PENN VIRGINIA CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Virginia	1-13283	23-1184320
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Three Radnor Corporate Center, Suite 300 100 Matsonford Road, Radnor, Pennsylvania	19087
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 687-8900

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

and

Item 7.01 Regulation FD Disclosure.

On August 6, 2008, Penn Virginia Corporation issued a press release regarding its financial results for the three months ended June 30, 2008. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The non-generally accepted accounting principle (“non-GAAP”) financial measures of operating cash flow and net income as adjusted are presented in the press release. In each case, the amounts included in the calculations of these measures are computed in accordance with generally accepted accounting principles (“GAAP”). As part of the press release information, we have provided reconciliations of these non-GAAP financial measures to their most comparable financial measure or measures calculated and presented in accordance with GAAP.

We believe that investors can more accurately understand our financial results if they have access to the same financial measures used by management. Operating cash flow represents net cash provided by operating activities before changes in operating assets and liabilities. We believe that operating cash flow is widely accepted as a financial indicator of an energy company’s ability to generate cash which is used to internally fund investing activities, service debt and pay dividends. Operating cash flow is widely used by investors and professional research analysts in the valuation, comparison, rating and investment recommendations of companies within the energy industry. Operating cash flow is presented because we believe it is a useful adjunct to net cash provided by operating activities under GAAP. Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities, as an indicator of cash flows, as a measure of liquidity or as an alternative to net income.

Net income as adjusted represents net income adjusted to exclude the effects of non-cash changes in the fair value of derivatives. We believe this presentation is widely used by investors and professional research analysts in the valuation, comparison, rating and investment recommendations of companies within the oil and gas exploration and production industry, as well as companies within the natural gas midstream industry. Our management uses this information for comparative purposes within these industries. Net income as adjusted is not a measure of financial performance under GAAP and should not be considered as a measure of liquidity or as an alternative to net income.

In addition, to further assist investors and professional research analysts in the analysis of our financial statements, we have provided a conversion of our consolidated financial statements to non-GAAP equity method financial statements. Equity method financial statements represent our consolidated financial statements adjusted to exclude amounts attributable to Penn Virginia GP Holdings, L.P. (“PVG”) which otherwise are included in our consolidated financial statements. These amounts are instead included in the equity method financial statements as equity earnings in affiliates, equity investment and distributions. We believe equity method

financial statements provide useful information to allow the public to more easily discern PVG’s effect on our consolidated financial results.

In accordance with General Instruction B.2 of Form 8-K, the above information and the press release are being furnished under Items 2.02 and 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall such information and exhibit be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Penn Virginia Corporation press release dated August 6, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 7, 2008

Penn Virginia Corporation
By:	/s/ Frank A. Pici
Name:	Frank A. Pici
Title:	Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Penn Virginia Corporation press release dated August 6, 2008.

EX-99.1

EXHIBIT 99.1

Penn Virginia Corporation

Three Radnor Corporate Center, Suite 300, 100 Matsonford Road, Radnor, PA 19087

FOR IMMEDIATE RELEASE

Contact:	James W. Dean, Vice President, Investor Relations
	Ph: (610) 687-7531 Fax: (610) 687-3688 E-Mail: invest@pennvirginia.com

PENN VIRGINIA CORPORATION

ANNOUNCES RECORD SECOND QUARTER 2008 RESULTS

AND UPDATES FULL-YEAR 2008 GUIDANCE

RADNOR, PA (BusinessWire) August 6, 2008 – Penn Virginia Corporation (NYSE: PVA) today reported financial and operational results for the three months ended June 30, 2008 and provided an update of full-year 2008 guidance.

Second Quarter 2008 Highlights and Guidance Update

Second quarter 2008 highlights and results, with comparisons to second quarter 2007 results, included the following:

• Quarterly record oil and gas production of 11.4 billion cubic feet of natural gas equivalent (Bcfe), or 125.7 million cubic feet of natural gas equivalent (MMcfe) per day, a 14 percent increase as compared to 10.1 Bcfe, or 110.5 MMcfe per day and nine percent higher than the 10.5 Bcfe produced in the first quarter of 2008;

• Quarterly record operating income of $106.2 million, as compared to $57.1 million;

• Quarterly record operating cash flow, a non-GAAP (generally accepted accounting principles) measure, of $136.0 million as compared to $78.0 million;

• Quarterly record adjusted net income, a non-GAAP measure which excludes the effects of a non-cash change in derivatives fair value, of $41.6 million, or $1.00 per diluted share, as compared to $21.8 million, or $0.57 per diluted share; and

• Net loss of $3.8 million, or $(0.09) per diluted share, as compared to net income of $23.9 million, or $0.63 per diluted share.

Full-year 2008 guidance updates are as follows:

• Slight increase to full-year 2008 production guidance, with estimated full-year production of between 49.7 and 51.7 Bcfe, or between 135.8 and 141.3 MMcfe per day;

• Re-affirmed full-year cash operating expense guidance of between $2.10 and $2.30 per thousand cubic feet of natural gas equivalent (Mcfe); and

• Increased 2008 oil and gas capital expenditures guidance to range between $625.0 and $650.0 million from a previous range of $490.0 to $510.0 million.

Reconciliations of non-GAAP financial measures to GAAP-based measures appear in the financial tables later in this release.

In the second quarter of 2008, operating income was a record $106.2 million, which was $49.2 million, or 86 percent, higher than the second quarter of 2007. The increase was primarily due to 95 percent higher operating income in the oil and gas segment, 107 percent higher operating income in the natural gas midstream segment (PVR Midstream) and 37 percent higher operating income from the coal and natural resource management segment (PVR Coal & Natural Resource Management), partially offset by higher corporate general and administrative (G&A) expense.

Operating cash flow in the second quarter of 2008 increased to $136.0 million, up $58.0 million, or 74 percent, as compared to the second quarter of 2007 primarily due to the increase in operating income and lower cash income taxes paid, partially offset by an increase in cash paid to settle derivatives and higher interest expense.

The increase in adjusted net income in the second quarter of 2008 as compared to the second quarter of 2007 was primarily due to the increase in operating income, partially offset by the increase in cash paid to settle derivatives and the increase in interest expense.

The decrease in net income in the second quarter of 2008 as compared to the second quarter of 2007 was primarily due to a $102.7 million increase in derivatives expense, resulting mainly from changes in the valuation of unrealized derivative positions, higher interest expense and higher minority interest, which more than offset the higher operating income.

Management Comment

A. James Dearlove, President and Chief Executive Officer of PVA, said, “We are pleased with this quarter’s record results from all three of our business segments. Our oil and gas segment delivered record quarterly production with very high operating margins, while PVR Midstream had record system throughput volumes and PVR Coal & Natural Resource Management reported near-record lessee coal production.

“Looking forward, we are encouraged about our prospects and positioning in the oil and gas segment. We have strong acreage positions and have had success in the Lower Bossier (Haynesville), Bakken, Woodford and Lower Huron Shales. We also continue to build a position in the Marcellus Shale and expect initial exploratory drilling in that play in 2009. When combined with our emerging 20-acre spaced development program in the Cotton Valley, our horizontal drilling initiatives in the Selma Chalk and the Granite Wash, and our more traditional activities in Appalachian horizontal coalbed methane and the Gulf Coast, we believe PVA has an impressive portfolio of growth opportunities. Our oil and gas capital expenditures guidance has been increased from a range of $490.0 to $510.0 million to a range of $625.0 to $650.0 million due to expected spending increases during the second half of 2008 for higher levels of drilling activity, leasehold acquisition, gathering and production facilities in our emerging plays.

“We expect growth in the midstream and coal and natural resource management segments during 2008. During the first half of 2008, we increased our gas processing capacity by 88 percent and system throughput volumes increased 38 percent from the first quarter to the second quarter as a result of contributions from two new processing plants in Texas. In addition, we had a near-record quarter for coal production by PVR’s lessees and expect higher production levels in the second half of 2008 relative to the first half. Average coal royalties per ton have risen in recent quarters and we expect that trend to continue during the balance of 2008. We expect approximately one-half of PVR’s lessees’ contracts for market sensitive production to have “rolled over” into higher priced contracts during 2008.

“We own 77 percent of Penn Virginia GP Holdings, L.P. (NYSE: PVG), the owner of the general partner and largest limited partner unitholder of PVR. PVG currently provides approximately $43 million of annualized cash distributions to PVA – approximately 27 percent higher than in the prior year quarter – which, together with cash flows from our oil and gas segment and borrowings under our revolving credit facility, helps fund our oil and gas capital expenditures.

“We look forward to continued growth in all operating segments in 2008 and believe that we have the proper strategies in place at each business segment and the financial strength to achieve that growth.”

Oil and Gas Segment Review

Second quarter 2008 oil and gas production grew 14 percent to 11.4 Bcfe from 10.1 Bcfe in the second quarter of 2007 and was nine percent higher than the 10.5 Bcf produced in the first quarter of 2008. See PVA’s separate operational update news release dated July 31, 2008 for a more detailed discussion of second quarter 2008 drilling and production operations for the oil and gas segment.

Oil and gas segment operating income for the second quarter of 2008 was $69.7 million, or 95 percent higher than the $35.7 million in the second quarter of 2007. Total oil and gas revenues increased by 72 percent from $78.1 million in the second quarter of 2007 to $134.4 million in the second quarter of 2008. The increase in revenues was primarily attributable to a 46 percent increase in the realized natural gas price, a 104 percent increase in the realized crude oil price and an 82 percent increase in the realized natural gas liquids (NGLs) price, as well as the production increase.

In the second quarter of 2008, total oil and gas segment expenses increased by $22.2 million, or 52 percent, to $64.6 million, or $5.65 per Mcfe produced, from $42.5 million, or $4.22 per Mcfe produced, in the second quarter of 2007, as discussed below:

• Cash operating expenses increased by $8.2 million, or 45 percent, to $26.3 million, or $2.30 per Mcfe produced, in the second quarter of 2008 from $18.2 million, or $1.81 per Mcfe produced, in the second quarter of 2007. Unit cash operating expenses were slightly lower than the $2.34 per Mcfe produced in the first quarter of 2008. The overall increase in cash operating expenses was primarily due to the production increase. Increases in cash operating expenses per unit of production as compared to the prior year quarter are discussed below:

- Lease operating expense increased to $1.23 per Mcfe from $1.00 per Mcfe, primarily due to increased compressor rentals in the Mid-Continent and East Texas regions related to facility expansions, where our drilling program is highly active, an increase in repairs and maintenance expenses in the Gulf Coast region related to adverse operating conditions and an increase in water disposal costs in East Texas related to the increase in equivalent production in that region;

- Taxes other than income increased to $0.62 per Mcfe from $0.46 per Mcfe, primarily due to increased severance taxes related to higher commodity prices in the second quarter of 2008 relative to the prior year quarter; and

- G&A expense increased to $0.45 per Mcfe from $0.35 per Mcfe, primarily due to increased staffing costs in the East Texas and Mid-Continent regions.

• Exploration expense increased to $6.7 million in the second quarter of 2008, as compared to $5.7 million in the prior year quarter, primarily due to an increase in unproved leasehold expenses, partially offset by decreases in dry hole costs and geological and geophysical expenses.

• Depletion, depreciation and amortization (DD&A) expense increased by $12.9 million, or 69 percent, to $31.6 million, or $2.76 per Mcfe, in the second quarter of 2008 from $18.6 million, or $1.85 per Mcfe in the prior year quarter. The overall increase in DD&A expense was primarily due to the higher depletion rate per unit of production as a result of higher drilling costs and acquisitions, as well as the production increase.

Natural Gas Midstream and Coal & Natural Resource Management Segment Review (PVR and PVG)

Operating income for PVR Midstream increased 107 percent to $20.3 million in the second quarter of 2008 from $9.8 million in the prior year quarter. Operating income for PVR Coal & Natural Resource Management increased 37 percent to $24.0 million in the second quarter of 2008 from $17.6 million in the prior year quarter. Financial and operational results and full-year 2008 guidance for each of these segments are provided in the financial tables later in this release. In addition, operational updates for these segments are discussed in more detail in PVR’s news release dated August 6, 2008 (please visit PVR’s website, www.pvresource.com under “For Investors,” for a copy of the release).

As previously announced, on August 20, 2008, PVG will pay to unitholders of record as of August 4, 2008 a quarterly cash distribution covering the period of April 1 through June 30, 2008 in the amount of $0.36 per unit, or an annualized rate of $1.44 per unit. This annualized distribution represents a $0.08 per unit, or 5.9 percent, increase over the annualized distribution of $1.36 per unit paid for the first quarter of 2008 and a 28.6 percent increase over the annualized distribution of $1.12 per unit for the same quarter of 2007.

As a result of PVG’s distribution increase and reflective of PVA’s sale of approximately 2.0 million PVG common units to PVR in July 2008, PVA will receive a cash distribution of approximately $10.8 million in the

third quarter of 2008 or approximately $43.3 million on an annualized basis.

PVG owns PVR’s general partner, including the incentive distribution rights, and is PVR’s largest limited partner unitholder. PVG derives its cash flow solely from cash distributions received from PVR. As the general partner and largest unitholder of PVG, PVA reports its financial results on a consolidated basis with the financial results of PVG.

A conversion of the GAAP-compliant financial statements (“As reported”) to the equity method of accounting (“As adjusted”) is included in the “Conversion to Non-GAAP Equity Method” table in this release. Using the equity method, PVG’s results are reduced to a few line items and the results from oil and gas operations and corporate are therefore highlighted. Management believes that this is useful since the oil and gas and corporate segments provide a majority of the cash flow from operations generated by PVA, as compared to distributions PVA receives from PVG and PVR. Management believes that the financial statements presented using the equity method are less complex and more comparable to those of other oil and gas exploration and production companies.

Capital Resources and Impact of Derivatives

As of June 30, 2008, PVA had outstanding borrowings of $435.0 million, including $230.0 million of convertible senior subordinated notes due 2012 and $205.0 million of borrowings under its $479.0 million revolving credit facility. The $83.0 million increase in outstanding borrowings as compared to the $352.0 million at December 31, 2007 was primarily due to higher spending to fund PVA’s oil and gas capital expenditures during the first half of 2008. As of June 30, 2008, PVR’s outstanding borrowings were $381.2 million, including $58.1 million of senior unsecured notes classified as current portion of long-term debt, a decrease from $411.7 million as of December 31, 2007. The senior unsecured notes were classified as current as the result of their repayment in July 2008. Consolidated interest expense increased from $8.3 million in the second quarter of 2007 to $10.1 million in the second quarter of 2008. The increase was due to higher weighted average levels of outstanding borrowings during the second quarter of 2008 as compared to the prior year quarter.

Based on derivatives currently in place for natural gas production, we have hedged approximately 53 percent of natural gas production for the final two quarters of 2008, based on the midpoint of production guidance, at weighted average collar floors and ceilings of $8.38 and $10.06 per MMBtu. See the Guidance Table included in this release for details of production guidance and derivative positions.

Due to the significant increase in crude oil and natural gas prices experienced during the second quarter, the mark-to-market valuation of PVA and PVR open hedging positions resulted in derivatives expense of $103.6 million, as compared to expense of $0.9 million in the prior year quarter. Included in derivatives expense for the second quarter of 2008 was $73.7 million related to PVA’s oil and gas segment and $29.9 million of derivatives expense related to PVR Midstream. Cash settlements of derivatives included in these amounts resulted in net cash payments of $18.0 million during the second quarter of 2008, as compared to $1.8 million of net cash payments in the second quarter of 2007. Included in the cash settlement of derivatives for the second quarter of 2008 was $8.3 million of net cash payments related to PVA’s oil and gas segment and $9.7 million of net cash payments related to PVR Midstream. Most of the mark-to-market based derivative expense represents prospective future payments assuming commodity prices remain as indicated by the futures markets on the June 30, 2008 valuation date. Commodity prices continue to be volatile, and since June 30 have declined. If actual commodity prices hold at these lower levels, liabilities under these open positions would be reduced significantly with resultant gains in future periods.

Guidance for 2008

See the Guidance Table included in this release for guidance estimates for full-year 2008. These estimates, including capital expenditure plans, are meant to provide guidance only and are subject to revision as PVA’s and PVR’s operating environments change.

Second Quarter 2008 Financial and Operational Results Conference Call

A conference call and webcast, during which management will discuss second quarter 2008 financial and operational results for PVA, is scheduled for Thursday, August 7, 2008 at 3:00 p.m. ET. Prepared remarks by A. James Dearlove, President and Chief Executive Officer, will be followed by a question and answer period. Investors and analysts may participate via phone by dialing 1-877-407-9205 five to ten minutes before the scheduled start of the conference call, or via webcast by logging on to PVA’s website at www.pennvirginia.com at least 20 minutes prior to the scheduled start of the call to download and install any necessary audio software. A telephonic replay of the call will be available until August 21, 2008 at 11:59 p.m. ET by dialing 1-877-660-6853 and using the following replay pass codes: account #286, conference ID #290768. An on-demand replay of the conference call will be available at PVA’s website beginning shortly after the call.

******

Headquartered in Radnor, PA and a member of the S&P SmallCap 600 Index, Penn Virginia Corporation (NYSE: PVA) is an independent natural gas and oil company focused on the exploration, acquisition, development and production of reserves in onshore regions of the United States, including the Cotton Valley play in East Texas, the Selma Chalk play in Mississippi, the Mid-Continent region, the Appalachian Basin and the Gulf Coast of Louisiana and Texas. PVA also owns approximately 77 percent of Penn Virginia GP Holdings, L.P. (NYSE: PVG), the owner of the general partner and the largest unitholder of Penn Virginia Resource Partners, L.P. (NYSE: PVR), a manager of coal and natural resource properties and related assets and the operator of a midstream natural gas gathering and processing business. For more information, please visit PVA’s website at www.pennvirginia.com.

Certain statements contained herein that are not descriptions of historical facts are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks, uncertainties and contingencies include, but are not limited to, the following: the volatility of commodity prices for natural gas, NGLs, crude oil and coal; PVA’s ability to develop and replace oil and gas reserves and the price for which such reserves can be acquired; the relationship between natural gas, NGL, oil and coal prices; the projected demand for and supply of natural gas, NGLs, crude oil and coal; the availability and costs of required drilling rigs, production equipment and materials; PVA’s ability to obtain adequate pipeline transportation capacity for its oil and gas production; competition among producers in the oil and natural gas and coal industries generally and among natural gas midstream companies; the extent to which the amount and quality of actual production of PVA’s oil and natural gas or PVR’s coal differs from estimated proved oil and gas reserves and recoverable coal reserves; PVR’s ability to generate sufficient cash from its businesses to maintain and pay the quarterly distribution to its general partner and its unitholders; the experience and financial condition of PVR’s coal lessees and natural gas midstream customers, including the lessees’ ability to satisfy their royalty, environmental, reclamation and other obligations to PVR and others; operating risks, including unanticipated geological problems, incidental to PVA’s business and to PVR’s coal or natural gas midstream business; PVR’s ability to acquire new coal reserves or natural gas midstream assets and new sources of natural gas supply and connections to third-party pipelines on satisfactory terms; PVR’s ability to retain existing or acquire new natural gas midstream customers and coal lessees; the ability of PVR’s lessees to produce sufficient quantities of coal on an economic basis from PVR’s reserves and obtain favorable contracts for such production; the occurrence of unusual weather or operating conditions including force majeure events; delays in anticipated start-up dates of PVA’s oil and natural gas production, of PVR’s lessees’ mining operations and related coal infrastructure projects and new processing plants in PVR’s natural gas midstream business; environmental risks affecting the drilling and producing of oil and gas wells, the mining of coal reserves or the production, gathering and processing of natural gas; the timing of receipt of necessary governmental permits by PVA and by PVR or PVR’s lessees; hedging results; accidents; changes in governmental regulation or enforcement practices, especially with respect to environmental, health and safety matters, including with respect to emissions levels applicable to coal-burning power generators; uncertainties relating to the outcome of current and future litigation regarding mine permitting; risks and uncertainties relating to general domestic and international economic (including inflation, interest rates and financial market) and political conditions (including the impact of potential terrorist attacks); and PVG’s ability to generate sufficient cash from its interests in PVR to maintain and pay the quarterly distribution to its general partner and its unitholders.

Additional information concerning these and other factors can be found in our press releases and public periodic filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2007. Many of the factors that will determine our future results are beyond the ability of management to control or predict. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. We undertake no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as the result of new information, future events or otherwise.

PENN VIRGINIA CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS - unaudited

(in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Revenues
Natural gas	$	113,212		$	72,032		$	193,725		$	128,651
Crude oil		14,463			4,533			23,678			8,686
NGL		6,538			1,217			8,406			2,168
Natural gas midstream		184,298			114,407			309,346			209,725
Coal royalties		31,641			24,029			55,603			49,029
Other		10,262			6,180			18,791			10,409
Total revenues		360,414			222,398			609,549			408,668
Expenses
Cost of midstream gas purchased		152,986			95,077			252,683			174,808
Operating		22,214			15,522			43,216			29,955
Exploration		6,739			5,667			11,419			10,737
Taxes other than income		8,259			5,463			15,654			10,839
General and administrative (excluding equity-based compensation)		16,987			13,715			33,088			27,507
Equity-based compensation - (a)		2,071			1,334			3,629			2,593
Depreciation, depletion and amortization		44,934			28,546			83,503			56,616
Total expenses		254,190			165,324			443,192			313,055
Operating income		106,224			57,074			166,357			95,613
Other income (expense)
Interest expense		(10,110	)		(8,308	)		(19,662	)		(15,035	)
Derivatives		(103,618	)		(892	)		(129,519	)		(17,613	)
Interest income and other		975			544			3,306			1,960
Income (loss) before income taxes		(6,529	)		48,418			20,482			64,925
Minority interest		3,948			9,228			23,976			18,524
Income tax expense (benefit)		(6,684	)		15,312			(3,627	)		18,120
Net income (loss)	$	(3,793	)	$	23,878		$	133		$	28,281
Per share data:
Net income (loss) per share, basic	$	(0.09	)	$	0.63		$	0.00		$	0.75
Net income (loss) per share, diluted - (b)	$	(0.09	)	$	0.63		$	0.00		$	0.74
Weighted average shares outstanding, basic		41,740			37,750			41,642			37,682
Weighted average shares outstanding, diluted		41,740			38,055			41,916			37,962
	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Production
Natural gas (MMcf)		10,075			9,381			19,823			17,465
Crude oil (MBbls)		119			76			214			153
Natural gas liquids (NGL) (MBbls)		109			37			143			67
Total crude oil, NGL and natural gas production (MMcfe)		11,443			10,060			21,965			18,786
Prices
Natural gas ($ per Mcf)	$	11.24		$	7.68		$	9.77		$	7.37
Crude oil ($ per Bbl)	$	121.54		$	59.64		$	110.64		$	56.77
NGL ($ per Bbl)	$	59.98		$	32.89		$	58.78		$	32.36

(a) - Our equity-based compensation expense includes our stock option expense and the amortization of restricted stock and units in accordance with SFAS No. 123(R), Share-Based Payment.

(b) - The diluted EPS numerator includes an adjustment for the dilutive effect of PVR’s net income.

PENN VIRGINIA CORPORATION

CONSOLIDATED BALANCE SHEETS - unaudited

(in thousands)

	June 30, 2008		December 31, 2007
Assets
Current assets	$	368,478	$	244,072
Net property and equipment		2,096,985		1,899,014
Other assets		175,486		110,375
Total assets	$	2,640,949	$	2,253,461
Liabilities and Shareholders’ Equity
Current liabilities	$	446,993	$	261,899
Long-term debt		435,000		352,000
Long-term debt of PVR		323,100		399,153
Other liabilities and deferred taxes		302,206		251,149
Minority interest		275,294		179,162
Shareholders’ equity		858,356		810,098
Total liabilities and shareholders’ equity	$	2,640,949	$	2,253,461

CONSOLIDATED STATEMENTS OF CASH FLOWS - unaudited

(in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Operating Activities
Net income (loss)	$	(3,793	)	$	23,878		$	133		$	28,281
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		44,934			28,546			83,503			56,616
Commodity derivative contracts:
Total derivative losses		105,135			2,374			132,144			19,516
Cash receipts (payments) to settle derivatives for period		(18,032	)		(1,817	)		(26,985	)		1,695
Deferred income taxes		(3,110	)		10,719			(505	)		12,684
Minority interest		3,948			9,228			23,976			18,524
Dry hole and unproved leasehold expense		5,919			4,330			9,472			8,716
Other		987			745			(1,174	)		1,271
Operating cash flow (see attached table “Reconciliation of Certain Non-GAAP Financial Measures”)		135,988			78,003			220,564			147,303
Changes in operating assets and liabilities		(17,248	)		(10,147	)		(35,672	)		(14,506	)
Net cash provided by operating activities		118,740			67,856			184,892			132,797
Investing Activities
Acquisitions, net of cash acquired		(111,367	)		(72,389	)		(116,107	)		(76,224	)
Additions to property and equipment		(120,512	)		(94,531	)		(229,174	)		(199,302	)
Other		334			196			739			243
Net cash used in investing activities		(231,545	)		(166,724	)		(344,542	)		(275,283	)
Financing Activities
Dividends paid		(2,342	)		(2,124	)		(4,686	)		(4,240	)
Distributions paid to minority interest holders		(14,172	)		(12,445	)		(27,912	)		(23,465	)
Net proceeds from PVA borrowings		29,000			54,500			83,000			107,500
Net proceeds from (repayments of) PVR borrowings		(32,600	)		52,000			(30,600	)		57,000
Proceeds from PVR equity issuance		138,015			—			138,015			—
Other		5,504			6,621			10,786			7,564
Net cash provided by financing activities		123,405			98,552			168,603			144,359
Net increase (decrease) in cash and cash equivalents		10,600			(316	)		8,953			1,873
Cash and cash equivalents - beginning of period		32,880			22,527			34,527			20,338
Cash and cash equivalents - end of period	$	43,480		$	22,211		$	43,480		$	22,211

PENN VIRGINIA CORPORATION

QUARTERLY SEGMENT INFORMATION - unaudited

(dollars in thousands except where noted)

	Oil and Gas				Coal and Natural Resource Management		Natural Gas Midstream		Eliminations and Other			Consolidated
Three Months Ended June 30, 2008	Amount		(per Mcfe)(a)
Production
Total oil, NGL, condensate and gas (MMcfe)		11,443
Natural gas (MMcf)		10,075
Crude oil (MBbls)		119
NGL (MBbls)		109
Coal royalty tons (thousands of tons)						8,839
Midstream system throughput volumes (MMcf)								23,884
Revenues
Natural gas	$	113,212	$	11.24	$	—	$	—	$	—		$	113,212
Crude Oil		14,463		121.54		—		—		—			14,463
NGL		6,538		59.98		—		—		—			6,538
Natural gas midstream		—		—		—		234,797		(50,499	)		184,298
Coal royalties		—		—		31,641		—		—			31,641
Other		154		0.01		7,415		2,652		41			10,262
Total revenues		134,367		11.74		39,056		237,449		(50,458	)		360,414
Expenses
Cost of midstream gas purchased		—		—		—		202,819		(49,833	)		152,986
Operating expense		14,094		1.23		3,902		4,817		(599	)		22,214
Exploration		6,739		0.59		—		—		—			6,739
Taxes other than income		7,085		0.62		371		605		198			8,259
General and administrative		5,163		0.45		3,274		3,469		7,152			19,058
Depreciation, depletion and amortization		31,568		2.76		7,526		5,393		447			44,934
Total expenses		64,649		5.65		15,073		217,103		(42,635	)		254,190
Operating income (loss)	$	69,718	$	6.09	$	23,983	$	20,346	$	(7,823	)	$	106,224
Additions to property and equipment and acquisitions	$	114,213			$	24,641	$	92,769	$	256		$	231,879
	Oil and Gas				Coal and Natural Resource Management		Natural Gas Midstream		Eliminations and Other			Consolidated
Three Months Ended June 30, 2007	Amount		(per Mcfe)(a)
Production
Total oil, NGL, condensate and gas (MMcfe)		10,060
Natural gas (MMcf)		9,381
Crude oil (MBbls)		76
NGL (MBbls)		37
Coal royalty tons (thousands of tons)						8,060
Midstream system throughput volumes (MMcf)								17,019
Revenues
Natural gas	$	72,032	$	7.68	$	—	$	—		—		$	72,032
Crude Oil		4,533		59.64		—				—			4,533
NGL		1,217		32.89		—				—			1,217
Natural gas midstream		—		—		—		114,407		—			114,407
Coal royalties		—		—		24,029		—		—			24,029
Other		363		—		4,381		1,327		109			6,180
Total revenues		78,145		7.77		28,410		115,734		109			222,398
Expenses
Cost of midstream gas purchased		—		—		—		95,077		—			95,077
Operating expense		10,025		1.00		2,514		2,983		—			15,522
Exploration		5,667		0.56		—		—		—			5,667
Taxes other than income		4,645		0.46		267		336		215			5,463
General and administrative		3,502		0.35		2,743		3,020		5,784			15,049
Depreciation, depletion and amortization		18,632		1.85		5,320		4,502		92			28,546
Total expenses		42,471		4.22		10,844		105,918		6,091			165,324
Operating income (loss)	$	35,674	$	3.55	$	17,566	$	9,816	$	(5,982	)	$	57,074
Additions to property and equipment and acquisitions	$	101,333			$	52,130	$	11,859	$	1,598		$	166,920

(a) - Natural gas revenues are shown per Mcf, oil, NGL and gas condensate revenues are shown per Bbl, and all other amounts are shown per Mcfe.

PENN VIRGINIA CORPORATION

YEAR-TO-DATE SEGMENT INFORMATION - unaudited

(dollars in thousands except where noted)

	Oil and Gas				Coal and Natural Resource Management		Natural Gas Midstream		Eliminations and Other			Consolidated
Six Months Ended June 30, 2008	Amount		(per Mcfe)(a)
Production
Total oil, NGL, condensate and gas (MMcfe)		21,965
Natural gas (MMcf)		19,823
Crude oil (MBbls)		214
NGL (MBbls)		143
Coal royalty tons (thousands of tons)						16,479
Midstream system throughput volumes (MMcf)								41,171
Revenues
Natural gas	$	193,725	$	9.77	$	—	$	—	$	—		$	193,725
Crude Oil		23,678		110.64		—		—		—			23,678
NGL		8,406		58.78		—		—		—			8,406
Natural gas midstream		—		—		—		359,845		(50,499	)		309,346
Coal royalties		—		—		55,603		—		—			55,603
Other		857		0.04		13,747		4,124		63			18,791
Total revenues		226,666		10.32		69,350		363,969		(50,436	)		609,549
Expenses
Cost of midstream gas purchased		—		—		—		302,516		(49,833	)		252,683
Operating expense		28,303		1.29		6,645		8,867		(599	)		43,216
Exploration		11,419		0.52		—		—		—			11,419
Taxes other than income		12,943		0.59		742		1,306		663			15,654
General and administrative		9,747		0.44		6,459		6,802		13,709			36,717
Depreciation, depletion and amortization		58,184		2.65		13,939		10,480		900			83,503
Total expenses		120,596		5.49		27,785		329,971		(35,160	)		443,192
Operating income (loss)	$	106,070	$	4.83	$	41,565	$	33,998	$	(15,276	)	$	166,357
Additions to property and equipment and acquisitions	$	209,402			$	24,689	$	110,391	$	799		$	345,281
	Oil and Gas				Coal and Natural Resource Management		Natural Gas Midstream		Eliminations and Other			Consolidated
Six Months Ended June 30, 2007	Amount		(per Mcfe)(a)
Production
Total oil, condensate and gas (MMcfe)		18,786
Natural gas (MMcf)		17,465
Oil (MBbls)		153
NGL (MBbls)		67
Coal royalty tons (thousands of tons)						16,344
Midstream system throughput volumes (MMcf)								32,919
Revenues
Natural gas	$	128,651	$	7.37	$	—	$	—	$	—		$	128,651
Crude oil		8,686		56.77		—		—		—			8,686
NGL		2,168		32.36		—		—		—			2,168
Natural gas midstream		—		—		—		209,725		—			209,725
Coal royalties		—		—		49,029		—		—			49,029
Other		675		—		7,865		1,725		144			10,409
Total revenues		140,180		7.46		56,894		211,450		144			408,668
Expenses
Cost of midstream gas purchased		—		—		—		174,808		—			174,808
Operating expense		18,943		1.01		4,670		6,342		—			29,955
Exploration		10,737		0.57		—		—		—			10,737
Taxes other than income		8,869		0.47		590		856		524			10,839
General and administrative		6,902		0.37		5,358		6,043		11,797			30,100
Depreciation, depletion and amortization		36,476		1.94		10,810		9,145		185			56,616
Total expenses		81,927		4.36		21,428		197,194		12,506			313,055
Operating income (loss)	$	58,253	$	3.10	$	35,466	$	14,256	$	(12,362	)	$	95,613
Additions to property and equipment and acquisitions	$	201,058			$	53,466	$	17,864	$	3,138		$	275,526

(a) - Natural gas revenues are shown per Mcf, oil, NGL and gas condensate revenues are shown per Bbl, and all other amounts are shown per Mcfe.

PENN VIRGINIA CORPORATION

CERTAIN NON-GAAP FINANCIAL MEASURES - unaudited

(in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Reconciliation of GAAP “Net cash provided by operating activities” to Non-GAAP “Operating cash flow”
Net cash provided by operating activities	$	118,740		$	67,856		$	184,892		$	132,797
Adjustments:
Changes in operating assets and liabilities		17,248			10,147			35,672			14,506
Operating cash flow (a)	$	135,988		$	78,003		$	220,564		$	147,303
Reconciliation of GAAP “Net income (loss)” to Non-GAAP “Net income as adjusted”
Net income (loss) as reported	$	(3,793	)	$	23,878		$	133		$	28,281
Adjustments for derivatives:
Derivative losses included in operating income		1,517			1,482			2,625			1,903
Derivative losses included in other income		103,618			892			129,519			17,613
Cash receipts (payments) to settle derivatives for period		(18,032	)		(1,817	)		(26,985	)		1,695
Impact of adjustments on minority interest (b)		(12,641	)		(3,884	)		(3,106	)		(4,686	)
Impact of adjustments on income tax expense (c)		(29,040	)		1,269			(39,800	)		(6,461	)
Net income as adjusted (d)	$	41,629		$	21,820		$	62,386		$	38,345
Net income as adjusted per share, diluted	$	1.00		$	0.57		$	1.49		$	1.01

(a) - Operating cash flow represents net cash provided by operating activities before changes in operating assets and liabilities. Management believes that operating cash flow is widely accepted as a financial indicator of an energy company’s ability to generate cash which is used to internally fund investing activities, service debt and pay dividends. Operating cash flow is widely used by investors and professional research analysts in the valuation, comparison, rating and investment recommendations of companies within the energy industry. Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under GAAP. Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities, as an indicator of cash flows, as a measure of liquidity or as an alternative to net income.

(b) - Minority interest for the quarters ended June 30, 2008 and 2007 have been adjusted for the effect of incentive distribution rights and reflects the minority interest percentage of net income recognized for the six months ended June 30, 2008 and 2007.

(c) - The impact of these adjustments on our income tax expense reflects PVA’s marginal tax rate of 39%.

(d) - Net income as adjusted represents net income adjusted to exclude the effects of non-cash changes in the fair value of derivatives. Management believes this presentation is widely used by investors and professional research analysts in the valuation, comparison, rating and investment recommendations of companies within the oil and gas exploration and production industry, as well as companies within the natural gas midstream industry. Management uses this information for comparative purposes within these industries. Net income as adjusted is not a measure of financial performance under GAAP and should not be considered as a measure of liquidity or as an alternative to net income.

PENN VIRGINIA CORPORATION

CONVERSION TO NON-GAAP EQUITY METHOD - unaudited

(in thousands)

Reconciliation of GAAP “Income Statements As Reported” to Non-GAAP “Income Statements As Adjusted” (a):

	Three Months Ended June 30 2008									Three Months Ended June 30 2007
	As Reported			Adjustments			As Adjusted			As Reported			Adjustments			As Adjusted
Revenues
Natural gas	$	113,212		$	—		$	113,212		$	72,032		$	—		$	72,032
Crude oil		14,463			—			14,463			4,533			—			4,533
NGL		6,538			—			6,538			1,217			—			1,217
Natural gas midstream		184,298			(234,797	)		(50,499	)		114,407			(114,407	)		—
Coal royalties		31,641			(31,641	)		—			24,029			(24,029	)		—
Other		10,262			(10,067	)		195			6,180			(5,708	)		472
Total revenues		360,414			(276,505	)		83,909			222,398			(144,144	)		78,254
Expenses
Cost of midstream gas purchased		152,986			(202,819	)		(49,833	)		95,077			(95,077	)		—
Operating		22,214			(8,719	)		13,495			15,522			(5,497	)		10,025
Exploration		6,739			—			6,739			5,667			—			5,667
Taxes other than income		8,259			(976	)		7,283			5,463			(607	)		4,856
General and administrative		19,058			(7,305	)		11,753			15,049			(6,305	)		8,744
Depreciation, depletion and amortization		44,934			(12,919	)		32,015			28,546			(9,822	)		18,724
Total expenses		254,190			(232,738	)		21,452			165,324			(117,308	)		48,016
Operating income		106,224			(43,767	)		62,457			57,074			(26,836	)		30,238
Other income (expense)
Interest expense		(10,110	)		5,374			(4,736	)		(8,308	)		3,617			(4,691	)
Derivatives		(103,618	)		29,942			(73,676	)		(892	)		7,550			6,658
Equity earnings in PVG and PVR		—			5,004			5,004			—			6,907			6,907
Interest income and other		975			(501	)		474			544			(466	)		78
Income (loss) before minority interest and income taxes		(6,529	)		(3,948	)		(10,477	)		48,418			(9,228	)		39,190
Minority interest		3,948			(3,948	)		—			9,228			(9,228	)		—
Income tax expense (benefit)		(6,684	)		—			(6,684	)		15,312			—			15,312
Net income (loss)	$	(3,793	)	$	—		$	(3,793	)	$	23,878		$	—		$	23,878
	Six Months Ended June 30, 2008									Six Months Ended June 30 2007
	As Reported			Adjustments			As Adjusted			As Reported			Adjustments			As Adjusted
Revenues
Natural gas	$	193,725		$	—		$	193,725		$	128,651		$	—		$	128,651
Crude oil		23,678			—			23,678			8,686			—			8,686
NGL		8,406			—			8,406			2,168			—			2,168
Natural gas midstream		309,346			(359,845	)		(50,499	)		209,725			(209,725	)		—
Coal royalties		55,603			(55,603	)		—			49,029			(49,029	)		—
Other		18,791			(17,871	)		920			10,409			(9,590	)		819
Total revenues		609,549			(433,319	)		176,230			408,668			(268,344	)		140,324
Expenses
Cost of midstream gas purchased		252,683			(302,516	)		(49,833	)		174,808			(174,808	)		—
Operating		43,216			(15,512	)		27,704			29,955			(11,011	)		18,944
Exploration		11,419			—			11,419			10,737			—			10,737
Taxes other than income		15,654			(2,048	)		13,606			10,839			(1,450	)		9,389
General and administrative		36,717			(14,439	)		22,278			30,100			(12,706	)		17,394
Depreciation, depletion and amortization		83,503			(24,419	)		59,084			56,616			(19,955	)		36,661
Total expenses		443,192			(358,934	)		84,258			313,055			(219,930	)		93,125
Operating income		166,357			(74,385	)		91,972			95,613			(48,414	)		47,199
Other income (expense)
Interest expense		(19,662	)		10,306			(9,356	)		(15,035	)		7,164			(7,871	)
Derivatives		(129,519	)		22,166			(107,353	)		(17,613	)		10,197			(7,416	)
Equity earnings in PVG and PVR		—			18,983			18,983			—			13,348			13,348
Interest income and other		3,306			(1,046	)		2,260			1,960			(819	)		1,141
Income (loss) before minority interest and income taxes		20,482			(23,976	)		(3,494	)		64,925			(18,524	)		46,401
Minority interest		23,976			(23,976	)		—			18,524			(18,524	)		—
Income tax expense (benefit)		(3,627	)		—			(3,627	)		18,120			—			18,120
Net income	$	133		$	—		$	133		$	28,281		$	—		$	28,281

(a) - Equity method income statements represent consolidated income statements, minus 100% of PVG’s consolidated results of operations, plus minority interest which represents the portion of PVG’s consolidated results of operations that we do not own. PVA’s management believes equity method income statements provide useful information to allow the public to more easily discern PVG’s effect on PVA’s operations.

PENN VIRGINIA CORPORATION

CONVERSION TO NON-GAAP EQUITY METHOD - unaudited (continued)

(in thousands)

Reconciliation of GAAP “Balance Sheet As Reported” to Non-GAAP “Balance Sheet As Adjusted” (a):

	June 30 2008							December 31, 2007
	As Reported		Adjustments			As Adjusted		As Reported		Adjustments			As Adjusted
Assets
Current assets	$	368,478	$	(170,869	)	$	197,609	$	244,072	$	(114,707	)	$	129,365
Net property and equipment		2,096,985		(776,511	)		1,320,474		1,899,014		(731,282	)		1,167,732
Equity investment in PVG and PVR		—		221,949			221,949		—		202,297			202,297
Other assets		175,486		(162,073	)		13,413		110,375		(96,262	)		14,113
Total assets	$	2,640,949	$	(887,504	)	$	1,753,445	$	2,253,461	$	(739,954	)	$	1,513,507
Liabilities and Shareholders’ Equity
Current liabilities	$	446,993	$	(255,130	)	$	191,863	$	261,899	$	(133,918	)	$	127,981
Long-term debt		435,000		—			435,000		352,000		—			352,000
Long-term debt of PVR		323,100		(323,100	)		—		399,153		(399,153	)		—
Other liabilities and deferred taxes		302,206		(33,980	)		268,226		251,149		(27,721	)		223,428
Minority interest		275,294		(275,294	)		—		179,162		(179,162	)		—
Shareholders’ equity		858,356		—			858,356		810,098		—			810,098
Total liabilities and shareholders’ equity	$	2,640,949	$	(887,504	)	$	1,753,445	$	2,253,461	$	(739,954	)	$	1,513,507

Reconciliation of GAAP “Statement of Cash Flows As Reported” to Non-GAAP “Statement of Cash Flows As Adjusted” (b):

	Three Months Ended June 30 2008									Three Months Ended June 30 2007
	As Reported			Adjustments			As Adjusted			As Reported			Adjustments			As Adjusted
Operating Activities
Net income (loss)	$	(3,793	)	$	—		$	(3,793	)	$	23,878		$	—		$	23,878
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		44,934			(12,919	)		32,015			28,546			(9,822	)		18,724
Commodity derivative contracts:
Total derivative losses (gains)		105,135			(31,459	)		73,676			2,374			(8,835	)		(6,461	)
Cash receipts (payments) to settle derivatives for period		(18,032	)		9,703			(8,329	)		(1,817	)		2,189			372
Minority interest		3,948			(3,948	)		—			9,228			(9,228	)		—
Investment in PVG and PVR		—			(5,004	)		(5,004	)		—			(6,907	)		(6,907	)
Cash distributions from PVG and PVR		—			11,048			11,048			—			8,587			8,587
Other		3,796			(335	)		3,461			15,794			639			16,433
Operating cash flow		135,988			(32,914	)		103,074			78,003			(23,377	)		54,626
Changes in operating assets and liabilities		(17,248	)		(500	)		(17,748	)		(10,147	)		(1,580	)		(11,727	)
Net cash provided by operating activities		118,740			(33,414	)		85,326			67,856			(24,957	)		42,899
Investing Activities
Other		334			(334	)		—			196			(154	)		42
Acquisitions		(111,367	)		96,220			(15,147	)		(72,389	)		52,117			(20,272	)
Additions to property and equipment		(120,512	)		21,190			(99,322	)		(94,531	)		11,872			(82,659	)
Net cash used in investing activities		(231,545	)		117,076			(114,469	)		(166,724	)		63,835			(102,889	)
Financing Activities
Dividends paid		(2,342	)		—			(2,342	)		(2,124	)		—			(2,124	)
Distributions paid to minority interest holders		(14,172	)		14,172			—			(12,445	)		12,445			—
Proceeds from PVR offering		138,015			(138,015	)		—			—			(860	)		(860	)
Net proceeds from (repayments of) PVA borrowings		29,000			—			29,000			54,500			—			54,500
Net proceeds from (repayments of) PVR borrowings		(32,600	)		32,600			—			52,000			(52,000	)		—
Other		5,504			620			6,124			6,621			860			7,481
Net cash provided by financing activities		123,405			(90,623	)		32,782			98,552			(39,555	)		58,997
Net increase (decrease) in cash and cash equivalents		10,600			(6,961	)		3,639			(316	)		(677	)		(993	)
Cash and cash equivalents-beginning balance		32,880			(18,981	)		13,899			22,527			(21,534	)		993
Cash and cash equivalents-ending balance	$	43,480		$	(25,942	)	$	17,538		$	22,211		$	(22,211	)	$	—
	Six Months Ended June 30 2008									Six Months Ended June 30 2007
	As Reported			Adjustments			As Adjusted			As Reported			Adjustments			As Adjusted
Operating Activities
Net income	$	133		$	—		$	133		$	28,281		$	—		$	28,281
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		83,503			(24,419	)		59,084			56,616			(19,955	)		36,661
Commodity derivative contracts:
Total derivative losses (gains)		132,144			(24,791	)		107,353			19,516			(12,325	)		7,191
Cash receipts (payments) to settle derivatives for period		(26,985	)		19,225			(7,760	)		1,695			4,261			5,956
Minority interest		23,976			(23,976	)		—			18,524			(18,524	)		—
Investment in PVG and PVR		—			(18,983	)		(18,983	)		—			(12,470	)		(12,470	)
Cash distributions from PVG and PVR		—			21,480			21,480			—			10,909			10,909
Other		7,793			78			7,871			22,671			(130	)		22,541
Operating cash flow		220,564			(51,386	)		169,178			147,303			(48,234	)		99,069
Changes in operating assets and liabilities		(35,672	)		424			(35,248	)		(14,506	)		2,972			(11,534	)
Net cash provided by operating activities		184,892			(50,962	)		133,930			132,797			(45,262	)		87,535
Investing Activities
Other		739			(675	)		64			243			(197	)		46
Acquisitions		(116,107	)		96,240			(19,867	)		(76,224	)		52,456			(23,768	)
Additions to property and equipment		(229,174	)		38,840			(190,334	)		(199,302	)		18,874			(180,428	)
Net cash used in investing activities		(344,542	)		134,405			(210,137	)		(275,283	)		71,133			(204,150	)
Financing Activities
Dividends paid		(4,686	)		—			(4,686	)		(4,240	)		—			(4,240	)
Distributions paid to minority interest holders		(27,912	)		27,912			—			(23,465	)		23,465			—
Proceeds from issuance of partners’ capital by PVG		—			—			—			860			(860	)		—
Net proceeds from PVA borrowings		83,000			—			83,000			107,500			—			107,500
Net proceeds from (repayments of) PVR borrowings		(30,600	)		30,600			—			57,000			(57,000	)		—
Proceeds from PVR equity issuance		138,015			(138,015	)		—			—			—			—
Other		10,786			620			11,406			6,704			—			6,704
Net cash provided by financing activities		168,603			(78,883	)		89,720			144,359			(34,395	)		109,964
Net increase (decrease) in cash and cash equivalents		8,953			4,560			13,513			1,873			(8,524	)		(6,651	)
Cash and cash equivalents-beginning balance		34,527			(30,503	)		4,024			20,338			(13,687	)		6,651
Cash and cash equivalents-ending balance	$	43,480		$	(25,942	)	$	17,538		$	22,211		$	(22,211	)	$	—

(a) - Equity method balance sheets represent consolidated balance sheets, minus 100% of PVG’s consolidated balance sheets, excluding minority interest which represents the portion of PVG’s consolidated balance sheet that PVA does not own and including other adjustments to eliminate inter-company transactions. PVA’s management believes equity method balance sheets provide useful information to allow the public to more easily discern PVG’s effect on PVA’s assets, liabilities and shareholders’ equity.

(b) - Equity method statements of cash flows represent consolidated statements of cash flows, minus 100% of PVG’s consolidated statements of cash flows, excluding minority interest which represents the portion of PVG’s consolidated results of operations that PVA does not own and including other adjustments to eliminate inter-company transactions. PVA’s management believes equity method statements of cash flows provide useful information to allow the public to more easily discern PVG’s effect on PVA’s cash flows.

PENN VIRGINIA CORPORATION

GUIDANCE TABLE - unaudited

(dollars in millions except where noted)

Penn Virginia Corporation is providing the following guidance regarding financial and operational expectations for 2008.

	Actual
	First Quarter 2008			Second Quarter 2008		YTD 2008		Full-Year 2008 Guidance
Oil & Gas Segment:
Production:
Natural gas (Bcf) (a)		9.7		10.1		19.8		43.7		—		45.1
Crude oil (MBbls)		95		119		214		550.0		—		600.0
NGL (MBbls)		34		109		143		450.0		—		500.0
Equivalent production (Bcfe)		10.5		11.4		22.0		49.7		—		51.7
Equivalent daily production (MMcfe per day)		115.6		125.7		120.7		135.8		—		141.3
Expenses:
Cash operating expenses ($ per Mcfe)	$	2.34		2.30		2.32		2.10		—		2.30
Exploration	$	4.7		6.7		11.4		35.0		—		40.0
Depreciation, depletion and amortization ($ per Mcfe)	$	2.53		2.76		2.65		2.65		—		2.75
Capital expenditures:
Development drilling	$	79.1		96.1		175.2		425.0		—		435.0
Exploratory drilling	$	5.4		6.1		11.5		65.0		—		70.0
Pipeline, gathering, facilities	$	4.9		8.8		13.7		45.0		—		50.0
Seismic	$	0.7		0.3		1.0		9.0		—		10.0
Lease acquisition, field projects and other	$	4.6		15.1		19.7		81.0		—		85.0
Total segment capital expenditures	$	94.7		126.4		221.1		625.0		—		650.0
Coal and Natural Resource Segment (PVR):
Coal royalty tons (millions)		7.7		8.8		16.5		33.5		—		34.5
Revenues:
Average royalty per ton	$	3.14		3.58		3.37		3.30		—		3.45
Other	$	6.3		7.4		13.7		26.0		—		27.5
Expenses:
Cash operating expenses	$	6.3		7.5		13.8		24.5		—		26.0
Depreciation, depletion and amortization	$	6.4		7.5		13.9		30.0		—		31.5
Capital expenditures:
Expansion and acquisitions	$	0.1		24.6		24.7		25.5		—		26.5
Maintenance capital expenditures	$	—		—		—		0.2		—		0.3
Total segment capital expenditures	$	0.1		24.6		24.7		25.7		—		26.8
Natural Gas Midstream Segment (PVR):
Throughput volumes (MMcf per day) (b)		190		262		226		270		—		280
Expenses:
Cash operating expenses	$	8.1		8.9		17.0		35.0		—		38.0
Depreciation, depletion and amortization	$	5.1		5.4		10.5		23.0		—		25.0
Capital expenditures:
Expansion and acquisitions	$	16.4		86.3		102.7		315.0		—		325.0
Maintenance capital expenditures	$	3.1		3.9		7.0		11.0		—		13.0
Total segment capital expenditures	$	19.5		90.2		109.7		326.0		—		338.0
Corporate and Other:
General and administrative expense—PVA (c)	$	5.9		6.6		12.5		24.0		—		25.0
General and administrative expense—PVG (c)	$	0.6		0.6		1.2		2.4		—		2.8
Interest expense:
PVA average long-term debt outstanding	$	374.5		417.5		394.6		450.0		—		460.0
PVA interest rate		5.0	%	4.1	%	4.4	%	4.4	%	—		4.9	%
Percentage capitalized (d)		11.0	%	11.4	%	10.5	%	10.0	%	—		12.0	%
PVR average long-term debt outstanding	$	412.5		411.8		411.9		475.0		—		500.0
PVR interest rate assumed		5.3	%	4.4	%	4.9	%	4.8	%	—		5.3	%
Minority interest in PVG & PVR	$	20.0		3.9		23.9				(e	)
Income tax rate (h)		44	%	64	%	—				(f	)
Cash distributions received from PVG & PVR	$	10.4		10.9		21.3				(g	)
Other capital expenditures	$	0.3		0.2		0.5		0.5				1.0

These estimates are meant to provide guidance only and are subject to change as PVA’s operating environment changes.

See Notes on following page.

PENN VIRGINIA CORPORATION

GUIDANCE TABLE - unaudited - (continued)

(dollars in millions except where noted)

Notes to Guidance Table:

(a) The following table shows PVA’s current derivative positions for natural gas production in the oil and gas segment as of June 30, 2008:

		Weighted Average Price
	Average Volume Per Day	Additional Put Option		Floor		Ceiling
Natural Gas Costless Collars	(in MMBtus)		(per MMBtu)
Third quarter 2008	10,000			$	7.50	$	9.10
Fourth quarter 2008 (1)	10,000			$	7.50	$	9.10
Natural Gas Three-way Collars (2)	(in MMBtus)		(per MMBtu)
Third quarter 2008	22,500	$	5.00	$	7.11	$	9.09
Fourth quarter 2008	67,500	$	5.89	$	8.55	$	11.26
First quarter 2009	65,000	$	6.00	$	8.67	$	11.68
Second quarter 2009	40,000	$	6.38	$	8.75	$	10.79
Third quarter 2009	40,000	$	6.38	$	8.75	$	10.79
Fourth quarter 2009	30,000	$	6.83	$	9.50	$	13.60
First quarter 2010	30,000	$	6.83	$	9.50	$	13.60
Natural Gas Swaps
Third quarter 2008	45,000			$	9.03
Natural Gas Basis Swaps	(in MMBtus)		(per MMBtu)
Third quarter 2008	15,000			$	0.39
Fourth quarter 2008	15,000			$	0.39
Crude Oil Three-Way Collars (2)	(bbl)		(bbl)
Third quarter 2008	500	$	70.00	$	95.00	$	108.80
Fourth quarter 2008	500	$	80.00	$	110.00	$	179.00
First quarter 2009	500	$	80.00	$	110.00	$	179.00
Second quarter 2009	500	$	80.00	$	110.00	$	179.00
Third quarter 2009	500	$	80.00	$	110.00	$	179.00
Fourth quarter 2009	500	$	80.00	$	110.00	$	179.00

Management estimates that excluding the derivative positions described above, for every $1.00 per MMBtu increase or decrease in natural gas prices, operating income from oil and gas operations for the last six months of 2008 would increase or decrease by approximately $23.0 million. This assumes that crude oil and NGL prices and natural gas production remain constant at forecasted levels. In addition, management also estimates that for every $5.00 per barrel increase or decrease in crude oil prices, operating income from oil and gas operations would increase or decrease by approximately $2.6 million. This assumes that crude oil and NGL production and natural gas prices remain constant at forecasted levels. These estimated changes in operating income exclude the effect of potential cash receipts or payments in settling these derivative positions.

(1) This position expires in October 2008.

(2) A three-way collar is a combination of options: a sold call, a purchased put and a sold put. The sold call establishes the maximum price that the Company will receive for the contracted commodity volumes. The purchased put establishes the minimum price that the Company will receive for the contracted volumes unless the market price for the commodity falls below the sold put strike price, at which point the minimum price equals the reference price (i.e., NYMEX) plus the excess of the purchased put strike price over the sold put strike price.

PENN VIRGINIA CORPORATION

GUIDANCE TABLE - unaudited - (continued)

(dollars in millions except where noted)

(b) The costless collar natural gas prices per MMBtu per quarter include the effects of basis differentials, if any. The following table shows current derivative positions for natural gas production in PVR’s natural gas midstream segment as of June 30, 2008:

						Weighted Average Price Collars
	Average Volume Per Day		Weighted Average Price			Additional Put Option		Put			Call
Frac Spread	(in MMBtu	)		(per MMBtu	)
Third quarter 2008 through fourth quarter 2008	7,824		$	5.02
Ethane Sale Swap	(in gallons	)		(per gallon	)
Third quarter 2008 through fourth quarter 2008	34,440		$	0.4700
Propane Sale Swaps	(in gallons	)		(per gallon	)
Third quarter 2008 through fourth quarter 2008	26,040		$	0.7175
Crude Oil Sale Swaps	(in barrels	)		(per barrel	)
Third quarter 2008 through fourth quarter 2008	560		$	49.27
Natural Gasoline Collar	(in gallons	)								(per gallon)
Third quarter 2008 through fourth quarter 2008	6,300							$	1.4800		$	1.6465
Crude Oil Collar	(in barrels	)								(per barrel)
Third quarter 2008 through fourth quarter 2008	400							$	65.00		$	75.25
Natural Gas Sale Swaps	(in MMBtu	)		(per MMBtu	)
Third quarter 2008 through fourth quarter 2008	4,000		$	6.97
Crude Oil Three-Way Collar (1)	(in barrels	)								(per gallon)
First quarter 2009 through fourth quarter 2009	1,000					$	70.00	$	90.00		$	119.25
Frac Spread Collar (2)	(in MMBtu	)								(in MMBtu)
First quarter 2009 through fourth quarter 2009	6,000							$	9.09		$	13.94

Management estimates that excluding the derivative positions described above, for every $1.00 per MMBtu decrease or increase in natural gas prices, natural gas midstream gross margin and operating income for the last six months of 2008 would increase or decrease by approximately $5.6 million, assuming that crude oil and natural liquids prices and inlet volumes remain constant at forecasted levels. In addition, management also estimates that for every $5.00 per barrel increase or decrease in the oil prices, natural gas midstream gross margin and operating income would increase or decrease by approximately $2.3 million, assuming that natural gas prices and inlet volumes remain constant at forecasted levels. These estimated changes in gross margin and operating income exclude the effect of potential cash receipts or payments in settling these derivative positions.

(1) A three-way collar is a combination of options: a sold call, a purchased put and a sold put. The sold call establishes the maximum price that PVA or PVR will receive for the contracted commodity volumes. The purchased put establishes the minimum price that PVA or PVR will receive for the contracted volumes unless the market price for the commodity falls below the sold put strike price, at which point the minimum price equals the reference price (i.e., NYMEX) plus the excess of the purchased put strike price over the sold put strike price.

(2) PVR entered into this contract in July 2008

(c) Year-to-date 2008 results and full-year 2008 guidance reflects increased incentive compensation costs in general and administrative expense.

(d) PVA capitalizes a portion of interest expense incurred to recognize the carrying cost of certain unproved properties as required by GAAP.

(e) PVA controls the general partner of PVG and owns a 77 percent limited partner interest in PVG. PVG’s operating results are included in PVA’s consolidated financial statements, and minority interest reflected the 23 percent of PVG owned by parties other than PVA.

(f) Deferred federal and state income taxes are expected to comprise approximately 60% to 70% of PVA’s income tax expense for the full year.

(g) 2008 amounts received are dependent primarily upon distributions paid by PVG.

(h) For the three and six months ended June 30, 2008, the effective income tax rates include the effects of settlements of liabilities for unrecognized tax benefits.