Summary of PENN VIRGINIA GP HOLDINGS, L.P.

Item 7.01 Regulation FD Disclosure.

On November 5, 2008, Penn Virginia GP Holdings, L.P. issued a press release regarding its financial results for the three months and nine months ended September 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 distributable cash and net income as adjusted are presented in the press release. The amounts included in the calculation of these measures are computed in accordance with generally accepted accounting principles ("GAAP"), with the exception of cash reserve for working capital as used in our calculations of distributable cash. Cash reserve for working capital is established by our general partner in its sole discretion to provide for the proper conduct of our business or to provide for future distributions. 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. Distributable cash represents cash distributions received from Penn Virginia Resource Partners, L.P. ("PVR"), minus our net expenses, minus cash reserve for working capital. Distributable cash is a significant liquidity metric which is an indicator of our ability to pay quarterly cash distributions to our limited partners. Distributable cash is widely used by investors and professional research analysts in the valuation, comparison, rating and investment recommendations of publicly traded partnerships. Distributable cash is presented because we believe it is a useful adjunct to net cash provided by operating activities under GAAP. Distributable cash 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 publicly traded partnerships in the natural gas midstream industry. Our management uses this information for comparative purposes within the industry. 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 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.