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Delaware		1222		02-0733940
(State of Incorporation)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

James L. Palenchar, Esq. Polly S. Swartzfager, Esq. Bartlit Beck Herman Palenchar & Scott LLP 1899 Wynkoop Street, 8th Floor Denver, CO 80202 Ph: (303) 592-3100 Fax: (303) 592-3140		Peter M. Labonski, Esq. Latham & Watkins LLP 885 Third Avenue, Suite 1000 New York, New York 10022-4802 Ph: (212) 906-1200 Fax: (212) 751-4864		Edward P. Tolley III, Esq. Joshua Ford Bonnie, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017-3954 Ph: (212) 455-2000 Fax: (212) 455-2502

Proposed Maximum

Proposed Maximum

Amount of

Title of Each Class of

Amount to be

Offering

Aggregate

Registration

Securities to be Registered

Registered(1)

Price Per Share(2)

Offering Price(2)

Fee

Common stock, par value $0.01 per share

14,163,527 shares

$23.25

$329,302,003

$38,605.82(3)

(1)	Includes shares of common stock that the underwriters have the option to purchase to cover over-allotments, if any.
(2)	Estimated solely for the purpose of calculating the registration fee under Rule 457(c) of the Securities Act of 1933, as amended, based on the average of high and low prices of the common stock on November 29, 2005, as reported on the New York Stock Exchange.
(3)	Previously paid.

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The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Public

Proceeds, before

offering

Underwriting

expenses, to the

price

discount

selling stockholders

Per Share

$

$

$

Total

$

$

$

	Lehman Brothers

	Merrill Lynch & Co.

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Prospectus Summary		1
Risk Factors		20
Special Note Regarding Forward-Looking Statements		41
Market and Industry Data and Forecasts		42
Use of Proceeds		42
Dividend Policy		42
Price Range of Our Common Stock		42
Capitalization		43
Unaudited Pro Forma Financial Information		44
Selected Historical Financial Data		53
Management’s Discussion and Analysis of Financial Condition and Results of Operations		58
The Coal Industry		83
Business		90
Environmental and Other Regulatory Matters		106
Management		113
Principal and Selling Stockholders		126
Certain Relationships and Related Party Transactions		129
Description of Indebtedness		135
Description of Capital Stock		140
Shares Eligible for Future Sale		144
Material U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders		147
Underwriting		150
Validity of the Shares		153
Experts — Independent Registered Public Accounting Firm		153
Experts — Coal Reserves		153
Where You Can Find Additional Information		154
Index to Financial Statements		F-1
EX-1.1: FORM OF UNDERWRITING AGREEMENT
EX-4.6: FOURTH SUPPLEMENTAL INDENTURE
EX-5.1: OPINION OF BARTLIT BECK HERMAN PALENCHAR & SCOTT LLP
EX-21.1: LIST OF SUBSIDIARIES
EX-23.3: CONSENT OF KPMG LLP
EX-23.4: CONSENT OF KPMG LLP
EX-23.5: CONSENT OF KPMG LLP
EX-23.6: CONSENT OF KPMG LLP

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	A substantial or extended decline in coal prices could reduce our revenues and the value of our coal reserves.

	•	the supply of and demand for domestic and foreign coal;
	•	the demand for electricity;
	•	domestic and foreign demand for steel and the continued financial viability of the domestic and/or foreign steel industry;
	•	the proximity to, capacity of, and cost of transportation facilities;
	•	domestic and foreign governmental regulations and taxes;
	•	air emission standards for coal-fired power plants;
	•	regulatory, administrative, and judicial decisions;
	•	the price and availability of alternative fuels, including the effects of technological developments; and
	•	the effect of worldwide energy conservation measures.

	Our coal mining production and delivery is subject to conditions and events beyond our control, which could result in higher operating expenses and/or decreased production and sales and adversely affect our operating results.

	•	delays and difficulties in acquiring, maintaining or renewing necessary permits or mining or surface rights;
	•	changes or variations in geologic conditions, such as the thickness of the coal deposits and the amount of rock embedded in or overlying the coal deposit;
	•	mining and processing equipment failures and unexpected maintenance problems;
	•	limited availability of mining and processing equipment and parts from suppliers;
	•	interruptions due to transportation delays;
	•	adverse weather and natural disasters, such as heavy rains and flooding;
	•	accidental mine water discharges;
	•	the termination of material contracts by state or other governmental authorities;

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	•	the unavailability of qualified labor;
	•	strikes and other labor-related interruptions; and
	•	unexpected mine safety accidents, including fires and explosions from methane and other sources.

	Any change in coal consumption patterns by steel producers or North American electric power generators resulting in a decrease in the use of coal by those consumers could result in lower prices for our coal, which would reduce our revenues and adversely impact our earnings and the value of our coal reserves.

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	A decline in demand for metallurgical coal would limit our ability to sell our high quality steam coal as higher-priced metallurgical coal and could affect the economic viability of certain of our mines that have higher operating costs.

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	Acquisitions that we have completed since our formation, as well as acquisitions that we may undertake in the future, involve a number of risks, any of which could cause us not to realize the anticipated benefits.

	•	uncertainties in assessing the value, strengths, and potential profitability of, and identifying the extent of all weaknesses, risks, contingent and other liabilities (including environmental or mine safety liabilities) of, acquisition candidates;
	•	the potential loss of key customers, management and employees of an acquired business;
	•	the ability to achieve identified operating and financial synergies anticipated to result from an acquisition;
	•	problems that could arise from the integration of the acquired business; and
	•	unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying our rationale for pursuing the acquisition.

	The inability of the sellers of our Predecessor and acquired companies to fulfill their indemnification obligations to us under our acquisition agreements could increase our liabilities and adversely affect our results of operations and financial position.

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	Our inability to continue or expand the existing road construction and mining business of the Nicewonder Companies could adversely affect the expected benefits from the Nicewonder Acquisition.

	The loss of, or significant reduction in, purchases by our largest customers could adversely affect our revenues and profitability.

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	Changes in purchasing patterns in the coal industry may make it difficult for us to extend existing supply contracts or enter into new long-term supply contracts with customers, which could adversely affect the capability and profitability of our operations.

	Certain provisions in our long-term supply contracts may reduce the protection these contracts provide us during adverse economic conditions or may result in economic penalties upon our failure to meet specifications.

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	Disruption in supplies of coal produced by contractors and other third parties could temporarily impair our ability to fill customers’ orders or increase our costs.

	Competition within the coal industry may adversely affect our ability to sell coal, and excess production capacity in the industry could put downward pressure on coal prices.

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	Fluctuations in transportation costs and the availability or reliability of transportation could affect the demand for our coal or temporarily impair our ability to supply coal to our customers.

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	Our business will be adversely affected if we are unable to develop or acquire additional coal reserves that are economically recoverable.

	We face numerous uncertainties in estimating our recoverable coal reserves, and inaccuracies in our estimates could result in decreased profitability from lower than expected revenues or higher than expected costs.

	•	future coal prices, operating costs, capital expenditures, severance and excise taxes, royalties and development and reclamation costs;
	•	future mining technology improvements;
	•	the effects of regulation by governmental agencies; and
	•	geologic and mining conditions, which may not be fully identified by available exploration data and may differ from our experiences in areas we currently mine.

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	Defects in title of any leasehold interests in our properties could limit our ability to mine these properties or result in significant unanticipated costs.

	Mining in Central and Northern Appalachia is more complex and involves more regulatory constraints than mining in other areas of the United States, which could affect our mining operations and cost structures in these areas.

	Our work force could become increasingly unionized in the future, which could adversely affect the stability of our production and reduce our profitability.

	Our unionized work force could strike in the future, which could disrupt production and shipments of our coal and increase costs.

	Our ability to collect payments from our customers could be impaired if their creditworthiness deteriorates.

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	The government extensively regulates our mining operations, which imposes significant costs on us, and future regulations could increase those costs or limit our ability to produce and sell coal.

	•	employee health and safety;
	•	mandated benefits for retired coal miners;
	•	mine permitting and licensing requirements;
	•	reclamation and restoration of mining properties after mining is completed;
	•	air quality standards;
	•	water pollution;
	•	plant and wildlife protection;
	•	the discharge of materials into the environment;
	•	surface subsidence from underground mining; and
	•	the effects of mining on groundwater quality and availability.

	Extensive environmental regulations affect our customers and could reduce the demand for coal as a fuel source and cause our sales to decline.

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	Our operations may impact the environment or cause exposure to hazardous substances, and our properties may have environmental contamination, which could result in material liabilities to us.

	We may be unable to obtain and renew permits necessary for our operations, which would reduce our production, cash flow and profitability.

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	We may not be able to implement required public-company internal controls over financial reporting in the required time frame or with adequate compliance, and implementation of the controls will increase our costs.

	Our ability to operate our company effectively could be impaired if we fail to attract and retain key personnel.

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	A shortage of skilled labor in the Appalachian region could pose a risk to achieving improved labor productivity and competitive costs and could adversely affect our profitability.

	Our significant indebtedness could harm our business by limiting our available cash and our access to additional capital and could force us to sell material assets or take other actions to attempt to reduce our indebtedness.

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	•	increase our vulnerability to general adverse economic and industry conditions;
	•	make it more difficult to self-insure and obtain surety bonds or letters of credit;
	•	limit our ability to enter into new long-term sales contracts;
	•	make it more difficult for us to pay interest and satisfy our debt obligations, including our obligations with respect to the notes;
	•	require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate activities;
	•	limit our ability to obtain additional financing to fund future working capital, capital expenditures, research and development, debt service requirements or other general corporate requirements;
	•	limit our flexibility in planning for, or reacting to, changes in our business and in the coal industry;
	•	place us at a competitive disadvantage compared to less leveraged competitors; and
	•	limit our ability to borrow additional funds.

	Despite our current leverage, we may still be able to incur substantially more debt. This could further exacerbate the risks associated with our significant indebtedness.

	The covenants in our credit facility and the indenture governing the notes impose restrictions that may limit our operating and financial flexibility.

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	Failure to obtain or renew surety bonds on acceptable terms could affect our ability to secure reclamation and coal lease obligations, which could adversely affect our ability to mine or lease coal.

	•	lack of availability, higher expense or unfavorable market terms of new bonds;
	•	restrictions on availability of collateral for current and future third-party surety bond issuers under the terms of our credit facility or the indenture governing our senior notes; and
	•	the exercise by third-party surety bond issuers of their right to refuse to renew the surety.

	Failure to maintain capacity for required letters of credit could limit our available borrowing capacity under our credit facility, limit our ability to obtain or renew surety bonds and negatively impact our ability to obtain additional financing to fund future working capital, capital expenditure or other general corporate requirements.

	If our assumptions regarding our likely future expenses related to benefits for non-active employees are incorrect, then expenditures for these benefits could be materially higher than we have predicted.

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	Demand for our coal changes seasonally and could have an adverse effect on the timing of our cash flows and our ability to service our existing and future indebtedness.

	Our earnings will be reduced in future periods as a result of our issuance of shares of our common stock to members of management as part of the Internal Restructuring.

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	Our Sponsors may have significant influence on our company and may have conflicts of interest with us or you in the future.

	Terrorist attacks and threats, escalation of military activity in response to such attacks or acts of war may negatively affect our business, financial condition and results of operations.

	Future sales of our shares could depress the market price of our common stock.

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	The market price of our common stock may be volatile, which could cause the value of your investment to decline.

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	Provisions in our certificate of incorporation and bylaws may discourage a takeover attempt even if doing so might be beneficial to our shareholders.

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	•	market demand for coal, electricity and steel;
	•	future economic or capital market conditions;
	•	weather conditions or catastrophic weather-related damage;
	•	our production capabilities;
	•	the consummation of financing, acquisition or disposition transactions and the effect thereof on our business;
	•	our ability to successfully integrate the operations we acquired in the Nicewonder Acquisition with our existing operations, and to successfully operate NCI’s highway construction business;
	•	our plans and objectives for future operations and expansion or consolidation;
	•	our relationships with, and other conditions affecting, our customers;
	•	timing of reductions in customer coal inventories;
	•	long-term coal supply arrangements;
	•	inherent risks of coal mining beyond our control;
	•	environmental laws, including those directly affecting our coal mining and production, and those affecting our customers’ coal usage;
	•	competition in coal markets;
	•	railroad, barge, truck and other transportation performance and costs;
	•	availability of mining and processing equipment and parts;
	•	our assumptions concerning economically recoverable coal reserve estimates;
	•	employee workforce factors;

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	•	regulatory and court decisions;
	•	future legislation and changes in regulations, governmental policies or taxes;
	•	changes in post-retirement benefit obligations;
	•	our liquidity, results of operations and financial condition; and
	•	other factors, including those discussed in “Risk Factors.”

2005		High				Low
First Quarter		$	30.50			$	21.65
Second Quarter			29.50				22.00
Third Quarter			32.73				23.83
Fourth Quarter			30.47				18.70
2006
First Quarter (through January 5, 2006)			19.82				19.25

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				As of September 30, 2005
				Actual				Pro Forma
				(In millions)
Cash and cash equivalents				$	0.1			$	0.1
Debt:
	Prior credit facility(1)				81.0				—
	New credit facility(2)				—				305.3
	10% senior notes due 2012				175.0				175.0
	Promissory notes(3)				—				39.9
	Other debt(4)				5.0				5.0
		Total debt			261.0				525.2
Stockholders’ equity:
	Preferred stock — par value $0.01, 10,000,000 shares authorized, no shares issued				—				—
	Common stock — par value $0.01, 100,000,000 shares authorized, 62,212,580 shares issued and 64,392,813 shares issued pro forma(5)				0.6				0.6
Additional paid-in-capital					146.4				199.6
Unearned Stock-Based Compensation					(18.6	)			(18.6	)
Retained Earnings					6.1				4.6
	Total stockholders’ equity				134.5				186.2
Total capitalization				$	395.5			$	711.4

(1)	Our prior credit facility provided for a $50.0 million funded letter of credit facility and a revolving credit facility of up to $125.0 million (under which $50.0 million was available for additional letters of credit). As of September 30, 2005, we had $81.0 million of indebtedness and an additional $53.0 million of letters of credit outstanding under our prior credit facility.
(2)	In connection with the closing of the Nicewonder Acquisition, we consummated the 2005 Financing and terminated our prior credit facility. As of September 30, 2005, on a pro forma basis giving effect to the Nicewonder Acquisition and 2005 Financing, including our repayment on November 2, 2005 of the $181.1 million first installment of the promissory notes we issued to the Nicewonder Coal Group sellers, we would have had approximately $305.3 million of indebtedness and an additional $65.5 million of letters of credit outstanding under our new credit facility, resulting in availability under the new revolving credit facility of approximately $154.2 million. See “Description of Indebtedness — Credit Facility.”
(3)	Includes promissory installment notes issued to the sellers pursuant to the Nicewonder Acquisition by one of our indirect, wholly owned subsidiaries, which are due on January 15, 2006. The first installment of the promissory notes, in the principal amount of $181.1 million, was paid on November 2, 2005.
(4)	Includes $1.6 million of capital lease obligations extending through March 2009, $0.6 million principal amount in variable rate term notes maturing in April 2006 that we incurred in connection with equipment financing and $2.8 million payable to an insurance premium finance company in installments of approximately $1.4 million per month through November of 2005.
(5)	As part of the Nicewonder Acquisition, we issued 2,180,233 shares of our common stock valued at approximately $53.2 million for accounting purposes. For this purpose, the value of the common stock issued 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.

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	•	the issuance by Alpha Natural Resources, LLC and its wholly-owned subsidiary, Alpha Natural Resources Capital Corp. on May 18, 2004, of $175.0 million principal amount of 10% senior notes due 2012, and our entry into a $175.0 million credit facility on May 28, 2004 (together referred to as the “2004 Financings”);
	•	the Internal Restructuring described in Note (1) to the audited combined financial statements of ANR Fund IX Holdings, L.P. and Alpha NR Holding, Inc. and subsidiaries included elsewhere in this prospectus;
	•	the IPO;
	•	the Nicewonder Acquisition; and
	•	the 2005 Financing, including our use of a portion of the proceeds therefrom to repay in full indebtedness outstanding under our prior credit facility and to pay the first installment of the promissory notes we issued to the Nicewonder Coal Group sellers.

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									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 due 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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									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	(7)										$	0.25	(8)
	Diluted																$	0.54	(7)										$	0.24	(8)
Weighted average shares outstanding:
	Basic																	60,867,650	(7)											63,047,883	(8)
	Diluted																	62,409,586	(7)											64,589,819	(8)

(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)	Earnings per share and the related weighted shares outstanding reflect the additional pro forma effect of our issuance of 33,925,000 shares of our common stock in our IPO on February 18, 2005 as if that occurred at the beginning of 2004. See footnote (2) in “Prospectus Summary — Alpha Summary Historical and Pro Forma Financial Data” for an explanation of the calculation of our earnings per share and the related weighted shares outstanding.
(8)	Earnings per share and the related weighted shares outstanding reflect the additional pro forma, as adjusted effect of our issuance of 33,925,000 shares of our common stock in our IPO on February 18, 2005 as if that occurred at the beginning of 2004. See footnote (2) in “Prospectus Summary — Alpha Summary Historical and Pro Forma Financial Data” for an explanation of the calculation of our earnings per share and the related weighted shares outstanding.

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																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, 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	(6)						$	0.18	(6)										$	0.20	(7)
	Weighted average shares outstanding
	Basic				53,184,066	(6)							61,092,832	(6)											63,273,065	(7)
	Diluted				53,566,469	(6)							61,677,221	(6)											63,857,454	(7)

(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, 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)		Earnings per share and the related weighted shares outstanding reflect the additional pro forma effect of our issuance of 33,925,000 shares of our common stock in our IPO on February 18, 2005 as if that occurred at the beginning of 2004. See footnote (2) in “Prospectus Summary — Alpha Summary Historical and Pro Forma Financial Data” for an explanation of the calculation of our earnings per share and the related weighted shares outstanding.
(7)		Earnings per share and the related weighted shares outstanding reflect the additional pro forma, as adjusted effect of our issuance of 33,925,000 shares of our common stock in our IPO on February 18, 2005 as if that occurred at the beginning of 2004. See footnote (2) in “Prospectus Summary — Alpha Summary Historical and Pro Forma Financial Data” for an explanation of the calculation of our earnings per share and the related weighted shares outstanding.

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																																Alpha Natural
																ANR Fund IX Holdings, L.P. and Alpha NR Holding, Inc.																Resources, Inc. and
				Predecessor												and Subsidiaries																Subsidiaries
				Years Ended								January 1,				December 14,												Nine Months				Nine Months
				December 31,								2002 to				2002 to				Year Ended				Year Ended				Ended				Ended
												December 13,				December 31,				December 31,				December 31,				September 30,				September 30,
				2000				2001				2002				2002				2003				2004				2004				2005
																												(Unaudited)				(Unaudited)
				(In thousands, except per share amounts)
Statement of Operations Data:
Revenues:
	Coal revenues			$	226,653			$	227,237			$	154,715			$	6,260			$	694,591			$	1,079,733			$	801,021			$	982,383
	Freight and handling revenues				25,470				25,808				17,001				1,009				73,800				141,100				102,846				126,650
	Other revenues				5,601				8,472				6,031				101				13,458				31,869				20,440				18,447
		Total revenues			257,724				261,517				177,747				7,370				781,849				1,252,702				924,307				1,127,480
Costs and expenses:
	Cost of coal sales (exclusive of items shown separately below)				224,230				219,545				158,924				6,268				626,265				920,359				668,887				818,299
	Freight and handling costs				25,470				25,808				17,001				1,009				73,800				141,100				102,846				126,650
	Cost of other revenues				4,721				8,156				7,973				120				12,488				22,994				14,942				16,327
	Depreciation, depletion and amortization				7,890				7,866				6,814				274				35,385				55,261				38,883				45,521
	Selling, general and administrative expenses (exclusive of depreciation and amortization shown separately above)				8,543				9,370				8,797				471				21,926				43,881				35,786				74,924
	Costs to exit business				26,937				3,500				25,274				—				—				—				—				—
		Total costs and expenses			297,791				274,245				224,783				8,142				769,864				1,183,595				861,344				1,081,721
Refund of federal black lung excise tax					—				16,213				2,049				—				—				—				—				—
Other operating income, net					57				94				1,430				—				—				—				—				—
		Income (loss) from operations			(40,010	)			3,579				(43,557	)			(772	)			11,985				69,107				62,963				45,759
Other income (expense):
	Interest expense				—				—				(35	)			(203	)			(7,848	)			(20,041	)			(14,497	)			(19,400	)
	Interest income				2,263				1,993				2,072				6				103				531				331				675
	Miscellaneous income				4,215				1,250				—				—				574				722				517				40
		Total other income (expense), net			6,478				3,243				2,037				(197	)			(7,171	)			(18,788	)			(13,649	)			(18,685	)
		Income (loss) before income taxes and minority interest			(33,532	)			6,822				(41,520	)			(969	)			4,814				50,319				49,314				27,074
Income tax expense (benefit)					(13,545	)			(1,497	)			(17,198	)			(334	)			898				5,150				15,852				15,141
Minority interest					—				—				—				—				1,164				22,781				22,335				2,918
		Income (loss) from continuing operations			(19,987	)			8,319				(24,322	)			(635	)			2,752				22,388				21,127				9,015
Discontinued operations					—				—				—				—				(490	)			(2,373	)			(2,227	)			(214	)
		Net income (loss)		$	(19,987	)		$	8,319			$	(24,322	)		$	(635	)		$	2,262			$	20,015			$	18,900			$	8,801

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																																	Alpha Natural
																	ANR Fund IX Holdings, L.P. and Alpha NR Holding,																Resources, Inc.
					Predecessor												Inc. and Subsidiaries																and Subsidiaries
					Years Ended								January 1,				December 14,												Nine Months				Nine Months
					December 31,								2002 to				2002 to				Year Ended				Year Ended				Ended				Ended
													December 13,				December 31,				December 31,				December 31,				September 30,				September 30,
					2000				2001				2002				2002				2003				2004				2004				2005
																													(Unaudited)				(Unaudited)
					(In thousands, except per share amounts)
Earnings per share data(1):
	Net income (loss) per share, as adjusted
		Basic and diluted:
			Income from continuing operations																		$	0.19			$	1.52			$	1.43			$	0.17
			Loss from discontinued operations																			(0.04	)			(0.16	)			(0.15	)			(0.01	)
			Net income per basic and diluted share																		$	0.15			$	1.36			$	1.28			$	0.16
	Pro forma net income (loss) per share
		Income from continuing operations																			$	0.02			$	0.55			$	0.53			$	0.18
		Loss from discontinued operations																				(0.01	)			(0.06	)			(0.06	)			—
		Net income (loss) per basic share																			$	0.01			$	0.49			$	0.47			$	0.18
	Pro forma net income (loss) per diluted share
		Income from continuing operations																			$	0.02			$	0.54			$	0.52			$	0.18
		Loss from discontinued operations																				(0.01	)			(0.07	)			(0.06	)			—
		Net income (loss) per basic share																			$	0.01			$	0.47			$	0.46			$	0.18
Balance sheet data (at period end):
Cash and cash equivalents					$	185			$	175			$	88			$	8,444			$	11,246			$	7,391							$	111
Operating and working capital						(26,634	)			(22,958	)			(4,268	)			(12,223	)			32,714				56,257								125,600
Total assets						130,608				139,467				156,328				108,442				379,336				477,121								622,098
Notes payable and long-term debt, including current portion						—				—				—				25,743				84,964				201,705								261,024
Stockholders’ equity and partners’ capital (deficit)						(142,067	)			(136,593	)			(132,997	)			23,384				86,367				45,933								134,473
Statement of cash flows data:
Net cash provided by (used in):
	Operating activities				$	20,659			$	10,655			$	(13,816	)		$	(295	)		$	54,104			$	106,776			$	99,247			$	21,624
	Investing activities					(8,564	)			(9,203	)			(22,054	)			(38,893	)			(100,072	)			(86,202	)			(67,235	)			(93,390	)
	Financing activities					(12,106	)			(1,462	)			35,783				47,632				48,770				(24,429	)			(27,447	)			64,486
Capital expenditures						9,127				10,218				21,866				960				27,719				72,046				52,984				95,919

(1)

Basic earnings per share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the periods. Diluted earnings per share is computed by dividing net income or loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the periods. Common stock equivalents include the number of shares issuable on exercise of outstanding options less the number of shares that could have been purchased with the proceeds from the exercise of the options based on the average price of common stock during the period.

	We have disclosed for informational purposes two sets of earnings per share data:
	Net Income (Loss) Per Share, as Adjusted
	The first set of earnings per share data is labeled “net income (loss) per share, as adjusted.” The numerator for purposes of computing basic and diluted net income (loss) per share, as adjusted, includes the reported net income (loss) and a pro forma adjustment for income taxes to reflect the pro forma income taxes for ANR Fund IX Holdings, L.P.’s portion of reported pre-tax income (loss), which would have been recorded if the issuance of the shares of common stock received by the First Reserve Stockholders in exchange for their ownership in ANR Holdings in connection with the Internal Restructuring had occurred as of January 1, 2003. For purposes of the computation of basic and diluted net income (loss) per share, as adjusted, the pro forma adjustment for income taxes only applies to the percentage interest owned by ANR Fund IX Holding, L.P., the non-taxable First Reserve Stockholder. No pro forma adjustment for income taxes is required for the percentage interest owned by Alpha NR Holding, Inc., the taxable First Reserve Stockholder, because income taxes have already been recorded in the historical results of operations. Furthermore, no pro forma adjustment to reported net income (loss) is necessary subsequent to February 11, 2005 because Alpha Natural Resources, Inc. is subject to income taxes.
	The denominator for purposes of computing basic net income (loss) per share, as adjusted, reflects the retroactive impact of the common shares received by the First Reserve Stockholders in exchange for their ownership in ANR Holdings in connection with the Internal Restructuring on a weighted-average outstanding share basis as being outstanding as of January 1, 2003. The common shares issued to the minority interest owners of ANR Holdings in connection with the Internal Restructuring, including the immediately vested shares granted to management, have been reflected as being outstanding as of February 11, 2005 for purposes of computing the basic net income (loss) per share, as adjusted. The unvested shares granted to management on February 11, 2005 that vest monthly over the two-year period from January 1, 2005 to December 31, 2006 are included in the

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	basic net income (loss) per share, as adjusted, computation as they vest on a weighted-average outstanding share basis starting on February 11, 2005. The 33,925,000 new shares issued in connection with the IPO have been reflected as being outstanding since February 14, 2005, the date of the IPO, for purposes of computing the basic net income (loss) per share, as adjusted.
	The unvested shares issued to management are considered options for purposes of computing diluted net income (loss) per share, as adjusted. Therefore, for diluted purposes, all remaining unvested shares granted to management are added to the denominator subsequent to February 11, 2005 using the treasury stock method, if the effect is dilutive. In addition, the treasury stock method is used for outstanding stock options, if dilutive, beginning with the November 10, 2004 grant of options to management to purchase units in Alpha Coal Management that were automatically converted into options to purchase up to 596,985 shares of our common stock at an exercise price of $12.73 per share.
	The computations of basic and diluted net income (loss) per share, as adjusted, are set forth below:

														Nine Months Ended
						Years Ended December 31,								September 30,
						2003				2004				2004				2005
						(In thousands, except share and per share data)
Numerator:
	Reported income from continuing operations					$	2,752			$	22,388			$	21,127			$	9,015
	Deduct: Income tax effect of ANR Fund IX Holdings, L.P. income from continuing operations prior to Internal Restructuring						(138	)			(1,149	)			(1,124	)			(91	)
				Income from continuing operations, as adjusted			2,614				21,239				20,003				8,924
	Reported loss from discontinued operations					$	(490	)		$	(2,373	)		$	(2,227	)		$	(214	)
	Add: Income tax effect of ANR Fund IX Holdings, L.P. income from discontinued operations prior to Internal Restructuring						27				149				139				2
				Loss from discontinued operations, as adjusted			(463	)			(2,224	)			(2,088	)			(212	)
		Net income, as adjusted				$	2,151			$	19,015			$	17,915			$	8,712
Denominator:
		Weighted average shares — basic					13,998,911				13,998,911				13,998,911				53,184,066
		Dilutive effect of stock options and restricted stock grants					—				—				—				382,403
			Weighted average shares — diluted				13,998,911				13,998,911				13,998,911				53,566,469
Net income per basic share, as adjusted:
			Income from continuing operations			$	0.19			$	1.52			$	1.43			$	0.17
			Income (loss) from discontinued operations				(0.04	)			(0.16	)			(0.15	)			(0.01	)
			Net income			$	0.15			$	1.36			$	1.28			$	0.16
Net income per diluted share, as adjusted:
			Income from continuing operations			$	0.19			$	1.52			$	1.43			$	0.17
			Income (loss) from discontinued operations				(0.04	)			(0.16	)			(0.15	)			(0.01	)
			Net income			$	0.15			$	1.36			$	1.28			$	0.16

	Pro Forma Net Income (Loss) Per Share
	The second set of earnings per share data is labeled “pro forma net income (loss) per share.” The numerator for purposes of computing basic and diluted pro forma net income (loss) per share is based on “net income, as adjusted” (as calculated above) and pro forma adjustments to reflect the impact of:

	(i)	the add back of minority interest for each period presented, because the ownership held by the minority interest owners of ANR Holdings were exchanged for shares of our common stock as part of the Internal Restructuring;
	(ii)	the additional income taxes that would have been incurred by us on the minority interest added back; and
	(iii)	the issuance of $175,000 principal amount of 10% senior notes due 2012 by our subsidiaries Alpha Natural Resources, LLC and Alpha Natural Resources Capital Corp. and the entry by Alpha Natural Resources, LLC into a $175,000 credit facility in May 2004, in connection with the 2004 Financings, as if these transactions had occurred on January 1, 2003.

	No pro forma adjustment to reported net income (loss) is necessary subsequent to February 11, 2005.

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	The denominator for purposes of computing basic pro forma net income (loss) per share reflects:

	(i)	the retroactive impact of the common shares received by the First Reserve Stockholders in exchange for their ownership in ANR Holdings in connection with the Internal Restructuring on a weighted-average outstanding share basis as being outstanding as of January 1, 2003;
	(ii)	the retroactive impact of the common shares issued to the minority interest owners of ANR Holdings in connection with the Internal Restructuring, including the immediately vested shares granted to management, on a weighted-average outstanding share basis as being outstanding as of January 1, 2003;
	(iii)	the unvested shares granted to management that vest over the two-year period from January 1, 2005 to December 31, 2006, which have been included in the basic computation on a weighted-average outstanding share basis based on the monthly vesting beginning as of January 1, 2005; and
	(iv)	the retroactive impact of the 33,925,000 new shares issued in connection with the IPO on a weighted-average outstanding share basis as being outstanding as of January 1, 2003 since 100% of the net proceeds from the IPO was distributed to the previous owners of ANR Holdings.

	The unvested shares issued to management are considered options for purposes of computing diluted pro forma net income (loss) per share. Therefore, for diluted purposes, all remaining unvested shares granted to management would be added to the denominator as of January 1, 2003 using the treasury stock method, if the effect is dilutive. In addition, the treasury stock method would be used for outstanding stock options, if dilutive, beginning with the November 10, 2004 grant of options to management to purchase units in Alpha Coal Management that were automatically converted into options to purchase up to 596,985 shares of our common stock at an exercise price of $12.73 per share.
	The computations of basic and diluted pro forma net income (loss) per share, are set forth below:

														Nine Months Ended
						Years Ended December 31,								September 30,
						2003				2004				2004				2005
						(In thousands, except share and per share data)
Numerator:
	Income from continuing operations, as adjusted					$	2,614			$	21,239			$	20,003			$	8,924
	Add: Minority interest in income from continuing operations, net of income tax effect						2,822				14,124				13,848				2,231
	Add: Pro forma effects related to the 2003 Acquisitions, net of income taxes(1)						3,507				—				—				—
	Deduct: Pro forma effects of the 2004 Financings, net of income taxes						(7,728	)			(1,672	)			(1,614	)			—
				Pro forma income from continuing operations			1,215				33,691				32,237				11,155
	Loss from discontinued operations, as adjusted					$	(463	)		$	(2,224	)		$	(2,088	)		$	(212	)
	Add: Minority interest in income (loss) from discontinued operations, net of income tax effect						(216	)			(1,830	)			(1,719	)			(55	)
				Pro forma loss from discontinued operations			(679	)			(4,054	)			(3,807	)			(267	)
	Pro forma net income					$	536			$	29,637			$	28,430			$	10,888
Denominator:
		Weighted average shares — basic					60,867,650				60,867,650				60,867,650				61,092,832
		Dilutive effect of stock options and restricted stock grants					1,541,936				1,541,936				379,183				584,389
			Weighted average shares — diluted				62,409,586				62,409,586				61,246,833				61,677,221
Pro forma net income per basic share:
		Income from continuing operations				$	0.02			$	0.55			$	0.53			$	0.18
			Income (loss) from discontinued operations				(0.01	)			(0.06	)			(0.06	)			—
			Net income			$	0.01			$	0.49			$	0.47			$	0.18
Pro forma net income per diluted share:
			Income from continuing operations			$	0.02			$	0.54			$	0.52			$	0.18
			Income (loss) from discontinued operations				(0.01	)			(0.07	)			(0.06	)			—
			Net income			$	0.01			$	0.47			$	0.46			$	0.18

	(1)	See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Predecessor and 2003 Acquisitions” for a definition and explanation of the “2003 Acquisitions.”

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								ANR Fund IX
								Holdings, L.P. and
								Alpha NR				(Non-
								Holding, Inc. and				GAAP)
				Predecessor				Subsidiaries				Combined
				January 1,				December 14,				January 1,
				2002 to				2002 to				2002 to
				December 13,				December 31,				December 31,
				2002				2002				2002
				(In thousands, except per ton data)
Statement of Operations Data:
Revenues:
	Coal revenues			$	154,715			$	6,260			$	160,975
	Freight and handling revenues				17,001				1,009				18,010
	Other revenues				6,031				101				6,132
		Total revenues			177,747				7,370				185,117
Costs and expenses:
	Cost of coal sales (exclusive of items shown separately below)				158,924				6,268				165,192
	Freight and handling costs				17,001				1,009				18,010
	Cost of other revenues				7,973				120				8,093
	Depreciation, depletion and amortization				6,814				274				7,088
	Selling, general and administrative expenses (exclusive of depreciation and amortization shown separately above)				8,797				471				9,268
	Costs to exit business				25,274				—				25,274
		Total costs and expenses			224,783				8,142				232,925
Refund of federal black lung excise tax					2,049				—				2,049
Other operating income, net					1,430				—				1,430
		Income (loss) from operations		$	(43,557	)		$	(772	)		$	(44,329	)
Other Data:
Tons sold					4,283				186				4,469
Coal sales realization per ton sold				$	36.12			$	33.66			$	36.02
Cost of coal sales per ton sold				$	37.11			$	33.70			$	36.96

	Nine months Ended September 30, 2005 Compared to the Nine months Ended September 30, 2004

	Summary

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	Revenues

		Nine Months Ended								Increase
		September 30,								(Decrease)
		2005				2004				$ or Tons				%
		(In thousands, except per ton data)
Coal revenues		$	982,383			$	801,021			$	181,362				23	%
Freight and handling revenues			126,650				102,846				23,804				23	%
Other revenues			18,447				20,440				(1,993	)			(10	)%
Total revenues		$	1,127,480			$	924,307			$	203,173				22	%
Tons Sold:
Steam			11,700				11,801				(101	)			(1	)%
Metallurgical			7,237				7,261				(24	)			0	%
Total			18,937				19,062				(125	)			(1	)%
Coal sales realization per ton:
Steam		$	40.05			$	31.93			$	8.12				25	%
Metallurgical			70.99				58.43				12.56				21	%
Total			51.88				42.02				9.86				23	%

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	Costs and Expenses

			Nine Months Ended								Increase
			September 30.								(Decrease)
			2005				2004				$				%
			(In thousands, except per ton data)
Cost of coal sales (exclusive of items shown separately below)			$	818,299			$	668,887			$	149,412				22%
Freight and handling costs				126,650				102,846				23,804				23%
Cost of other revenues				16,327				14,942				1,385				9%
Depreciation, depletion and amortization				45,521				38,883				6,638				17%
Selling, general and administrative expenses (exclusive of depreciation and amortization shown separately above and including stock-based compensation expense in the amount of $43,169 for the nine months ended September 30, 2005)				74,924				35,786				39,138				109%
Total costs and expenses			$	1,081,721			$	861,344			$	220,377				26%
Cost of coal sales per ton:
Company mines			$	36.49			$	29.95			$	6.54				22%
Contract mines (including purchased and processed)				50.54				39.97				10.57				26%
	Total produced and processed			39.46				32.22				7.24				22%
Purchased and sold without processing				57.30				43.71				13.59				31%
	Cost of coal sales per ton			43.21				35.09				8.12				23%

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	Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

	Summary

	Revenues

		Year Ended December 31,								Increase (Decrease)
		2003				2004				$ or Tons				%
		(In thousands, except per ton data)
Coal revenues		$	694,591			$	1,079,733			$	385,142				55%
Freight and handling revenues			73,800				141,100				67,300				91%
Other revenues			13,458				31,869				18,411				137%
Total revenues		$	781,849			$	1,252,702			$	470,853				60%
Tons sold			21,613				25,327				3,714				17%
Coal sales realization per ton sold		$	32.14			$	42.63			$	10.49				33%

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	Costs and Expenses

		Year Ended December 31,								Increase (Decrease)
		2003				2004				$				%
		(In thousands, except per ton data)
Cost of coal sales (exclusive of items shown separately below)		$	626,265			$	920,359			$	294,094				47%
Freight and handling costs			73,800				141,100				67,300				91%
Cost of other revenues			12,488				22,994				10,506				84%
Depreciation, depletion and amortization			35,385				55,261				19,876				56%
Selling, general and administrative expenses (exclusive of depreciation and amortization shown separately above)			21,926				43,881				21,955				100%
Total costs and expenses		$	769,864			$	1,183,595			$	413,731				54%
Cost of coal sales per ton sold		$	28.98			$	36.34			$	7.36				25%

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	Interest Expense

	Interest Income

	Income Tax Expense

	Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

	Summary

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	Revenues

		Year Ended December 31,								Increase (Decrease)
		2002*				2003				$ or Tons				%
		(In thousands, except per ton data)
Coal revenues		$	160,975			$	694,591			$	533,616				331	%
Freight and handling revenues			18,010				73,800				55,790				310	%
Other revenues			6,132				13,458				7,326				119	%
Total revenues		$	185,117			$	781,849			$	596,732				322	%
Tons sold			4,469				21,613				17,144				384	%
Coal sales realization per ton sold		$	36.02			$	32.14			$	(3.88	)			(11	)%

*	Reflects the combination of the Predecessor and successor accounting periods in the year ended December 31, 2002.

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	Costs and Expenses

		Year Ended December 31,								Increase (Decrease)
		2002*				2003				$				%
		(In thousands, except per ton data)
Cost of coal sales (exclusive of items shown separately below)		$	165,192			$	626,265			$	461,073				279	%
Freight and handling costs			18,010				73,800				55,790				310	%
Cost of other revenues			8,093				12,488				4,395				54	%
Depreciation, depletion and amortization			7,088				35,385				28,297				399	%
Selling, general and administrative expenses (exclusive of depreciation and amortization shown separately above)			9,268				21,926				12,658				137	%
Costs to exit business			25,274				—				(25,274	)			(100	)%
Total costs and expenses		$	232,925			$	769,864			$	536,939				231	%
Cost of coal sales per ton sold		$	36.96			$	28.98			$	(7.99	)			(22	)%

*	Reflects the combination of the Predecessor and successor accounting periods in the year ended December 31, 2002.

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	Interest Expense

	Interest Income

	Income Tax Expense (Benefit)

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	Cash Flows

	•	Our trade accounts receivable used $28.5 million more cash in the first nine months of 2005 than in the comparable period last year, due to the 22% increase in our total revenues in the nine months ended September 30, 2005 compared to the prior year period. Our days’ sales outstanding as of September 30, 2005 were 34.8 days an increase of 1.9 days from June 30, 2005. This increase was due to shipments to customers whose regular terms of sale require them to pay us within 60 days.
	•	The cash required to carry inventories increased by $28.5 million in the current nine month period over the corresponding period last year mainly due to an increase in tons in inventory and an increase in the associated cost per ton.
	•	Accounts payable and other current accrued liabilities provided cash in the nine months ended September 30, 2005 in the amount of $16.2 million while these liabilities provided cash in the amount of $44.9 million in the year ago period, an additional $28.7 million use of cash in the current period.

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	Credit Facility and Long-term Debt

		September 30,
		2005
10% Senior notes due 2012		$	175,000
Revolving credit facility			81,000
Variable rate term notes			586
Capital lease obligation			1,623
Total long-term debt			258,209
Less current portion			(1,046	)
Long-term debt, net of current portion		$	257,163

	Other

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	Analysis of Material Debt Covenants

	•	Alpha Natural Resources, LLC, our indirect wholly-owned subsidiary, maintain a leverage ratio, defined as the ratio of total debt to Adjusted EBITDA (as defined in the prior credit agreement), of not more than 3.50 at September 30, 2005 with Adjusted EBITDA being computed using the most recent four quarters; and
	•	Alpha Natural Resources, LLC maintain an interest coverage ratio, defined as the ratio of Adjusted EBITDA (as defined in the prior credit agreement), to cash interest expense (defined as the sum of cash interest expense plus cash letter of credit fees and commissions), of 2.50 or greater at September 30, 2005.

	•	Alpha NR Holding Inc. must maintain a leverage ratio, defined as the ratio of consolidated adjusted debt (consolidated debt less unrestricted cash and cash equivalents) to Adjusted EBITDA (as defined in the new credit agreement), of not more than 4.00 at December 31, 2005, March 31, June 30, September 30 and December 31, 2006, 3.75 at March 31, June 30, September 30 and December 31, 2007, and 3.50 at March 31, 2008 and each quarter end thereafter, with Adjusted EBITDA being computed using the most recent four quarters; and
	•	Alpha NR Holding Inc. must maintain an interest coverage ratio, defined as the ratio of Adjusted EBITDA to cash interest expense, of 2.50 or greater on the last day of any fiscal quarter.

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		Three Months				Three Months				Three Months				Three Months				Twelve Months
		Ended				Ended				Ended				Ended				Ended
		December 31,				March 31,				June 30,				September 30,				September 30,
		2004				2005				2005				2005				2005
		(In thousands)
Net income (loss)		$	1,115			$	(25,801	)		$	26,393			$	8,210			$	9,917
Interest expense, net			5,344				5,830				6,456				6,439				24,069
Income tax expense (benefit)			(772	)			2,324				9,182				3,542				14,276
Depreciation, depletion and amortization expenses			16,660				14,480				15,048				16,277				62,465
EBITDA			22,347				(3,167	)			57,079				34,468				110,727
Minority interest(1)			268				2,846				—				—				3,114
Stock-based compensation charge(2)			—				36,407				3,381				3,381				43,169
Asset impairment charge and write-offs(2)			—				—				683				—				683
Alpha Natural Resources, Inc. (income) expense(2)			—				209				(505	)			—				(296	)
Adjusted EBITDA		$	22,615			$	36,295			$	60,638			$	37,849			$	157,397
Leverage ratio(3)																			1.66
Interest coverage ratio(4)																			8.80

(1)	Because our prior credit facility and our senior notes are issued by our subsidiaries, we are required to adjust our EBITDA for our minority interest which does not exist at the subsidiary level.
(2)	Adjusted EBITDA as defined in our prior credit facility is adjusted to add back for the non-cash portion of the stock-based compensation charge related to our Internal Restructuring and initial public offering as recorded by Alpha Natural Resources, LLC, for the asset impairment charge related to our NKC operations, for other asset write-offs and amounts of income or expense related to the parent of Alpha Natural Resources, LLC. Income or expenses related solely to Alpha Natural Resources, Inc. are excluded from the calculation of Adjusted EBITDA under our prior credit agreement.
(3)	Leverage ratio is defined in our prior credit facility as total debt divided by Adjusted EBITDA.
(4)	Interest coverage ratio is defined in our prior credit facility as Adjusted EBITDA divided by cash interest expense.

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		2005				2006-2007				2008-2009				After 2009				Total
Long-term debt and capital leases(1)		$	1,693			$	1,236			$	8,548			$	175,000			$	186,477
Equipment purchases			43,271				—				—				—				43,271
Operating leases			4,307				6,463				769				261				11,800
Minimum royalties			9,212				17,368				15,509				30,031				72,120
Coal purchases			342,422				110,463				—				—				452,885
Coal contract buyout			680				1,360				1,360				567				3,967
Total		$	401,585			$	136,890			$	26,186			$	205,859			$	770,520

(1)	Long-term debt and capital leases include principal amounts due in the years shown. Interest payable on these obligations, assuming a rate of 7.0% on our variable rate loan, would be approximately $18.3 million in 2005, $36.4 million in 2006 to 2007, $35.8 million in 2008 to 2009, and $42.3 million after 2009.

		2005				2006-2007				2008-2009				After 2009				Total
Reclamation		$	6,691			$	11,062			$	8,473			$	34,209			$	60,435
Postretirement			39				193				1,078				155,365				156,675
Workers’ compensation benefits			1,612				2,235				324				2,119				6,290
Total		$	8,342			$	13,490			$	9,875			$	191,693			$	223,400

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	•	Discount Rate. SFAS No. 143 requires that asset retirement obligations be recorded at fair value. In accordance with the provisions of SFAS No. 143, we utilize discounted cash flow techniques to estimate the fair value of our obligations. We base our discount rate on the rates of treasury bonds with maturities similar to expected mine lives, adjusted for our credit standing.
	•	Third-Party Margin. SFAS No. 143 requires the measurement of an obligation to be based upon the amount a third party would demand to assume the obligation. Because we plan to perform a significant amount of the reclamation activities with internal resources, a third-party margin was added to the estimated costs of these activities. This margin was estimated based upon our historical experience with contractors performing certain types of reclamation activities. The inclusion of this margin will result in a recorded obligation that is greater than our estimates of our

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		cost to perform the reclamation activities. If our cost estimates are accurate, the excess of the recorded obligation over the cost incurred to perform the work will be recorded as a gain at the time that reclamation work is completed.

	•	geological conditions;
	•	historical production from the area compared with production from other producing areas;
	•	the assumed effects of regulations and taxes by governmental agencies;
	•	assumptions governing future prices; and
	•	future operating costs.

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End Use			Tons				% of Total
			(In millions)
Electrical generation				1,015.1				88	%
Industrial, residential & commercial				65.4				6	%
Steel making				23.7				2	%
	Total domestic(1)			1,104.3				96	%
Exports				48.0				4	%
	Total			1,152.3				100	%

(1)	Includes consumption of 27.3 million tons of coal imported into the United States in 2004.

		Cost per
		Megawatt
Electrical Generation Type		Hour
Natural Gas		$	59.14
Oil			57.18
Coal			19.41
Nuclear			16.35
Hydroelectric			7.45

			% of Total
			Electricity
Electricity Generation Source			Generation
Coal				51.5	%
Nuclear				20.8	%
Natural Gas				16.3	%
Hydro				6.8	%
Oil and Other				4.6	%
	Total			100.0	%

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	•	burning lower sulfur coal, either exclusively or mixed with higher sulfur coal;
	•	installing pollution control devices, such as scrubbers, that reduce the emissions from high sulfur coal;
	•	reducing electricity generating levels; or
	•	purchasing or trading emission credits to allow them to comply with the sulfur dioxide emission compliance requirements.

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	•	stronger industrial demand following a recovery in the U.S. manufacturing sector, evidenced by the most recent estimate of 3.8% real GDP growth in the third quarter of 2005, as reported by the Bureau of Economic Analysis;
	•	relatively low customer stockpiles, estimated by the EIA to be approximately 105.6 million tons at the end of July, 2005, down 5.8% from the same period in the prior year;
	•	declining coal production in Central Appalachia, including an average annual decline of 4.9% in Central Appalachian coal production volume from January 1, 2001 through December 31, 2004;
	•	capacity constraints of U.S. nuclear-powered electricity generators, which operated at an average utilization rate of 90.1% in 2004, up from 73.8% in 1994, as estimated by the EIA;
	•	high current and forward prices for natural gas and heating oil, the primary fuels for electricity generation, with spot prices as of January 5, 2006, for natural gas and heating oil at $9.29 per million Btu and $1.76 per gallon, respectively, as reported by Bloomberg L.P.; and
	•	increased international demand for U.S. coal for steelmaking, driven by global economic growth, high ocean freight rates and the weak U.S. dollar.

		Increase in Average				Percentage of Produced and
		Reference Prices				Processed Coal Sales in 2004
Central Appalachia			8.5	%			72.2	%
Northern Appalachia			13.5	%			27.8	%

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														Percentage
														Increase
Average Sale Prices per Ton for Low Volatile Metallurgical														(Decrease)
Coal at Hampton Roads, Virginia Export Terminals														Year-Over-Year
September 30, 2004		$	135.00				September 30, 2005			$	130.00				(4)	%
April 5, 2004		$	135.00				April 1, 2005			$	135.00				0	%
January 12, 2004		$	71.50				January 3, 2005			$	137.50				92	%
October 6, 2003		$	52.00				October 4, 2004			$	135.00				160	%

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	•	increasing production levels where we determine that such increased production can be profitably achieved;
	•	leveraging our product offerings, blending capabilities and marketing organization to realize higher margins from our sales;
	•	deploying our resources against the most profitable opportunities available in our asset portfolio;
	•	consolidating regional operations and increasing the utilization of our existing preparation plants and loading facilities;
	•	maintaining our focus on safety and implementing safety measures designed to keep our workforce injury free; and
	•	coordinating company-wide purchasing activities with major vendors to provide materials and supplies at lower overall cost.

	•	the candidate’s historical and projected financial performance;
	•	the quality and quantity of the candidate’s coal reserves, coal processing facilities and other coal production assets;
	•	the extent to which the geographic location of the candidate’s coal reserves, processing facilities, and access to transportation links and customers provides synergistic opportunities with our existing operations and assets;
	•	the existing liabilities of the candidate, and whether the acquisition can be completed in a manner that limits our assumption of the candidate’s long-term liabilities;
	•	in situations where we retain existing management, the management’s experience and relationship with the local community; and
	•	the experience, terms of employment and union status of the candidate’s employees and the terms of the candidate’s contracts with third-party mine and processing facility operators.

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																										Pro forma
										Number and Type of Mines as																2004
										of November 1, 2005																Production of
						Preparation Plant(s) as																				Saleable
Regional Business Unit		Location				of November 1, 2005				Underground				Surface				Total				Railroad				Tons(1)(2)
																										(In thousands)
Paramont			Virginia				Toms Creek				9				5				14				NS				5,876
Dickenson-Russell			Virginia				McClure River and Moss #3				6				1				7				CSX, NS				1,951
Kingwood			West Virginia				Whitetail				1				0				1				CSX				1,862
Brooks Run			West Virginia				Erbacon				3				1				4				CSX				1,987
Welch			West Virginia				Litwar, Kepler and Herndon				15				0				15				NS				2,401
AMFIRE			Pennsylvania				Clymer and Portage				6				12				18				NS				3,514
Enterprise			Kentucky				Roxana				4				3				7				CSX				1,477
Nicewonder		Virginia and West Virginia									0				3				3				NS				3,836
							Total				44				25				69								22,904

(1)	Includes coal purchased from third-party producers that was processed at our subsidiaries’ preparation plants in 2004.
(2)	Excludes 457,000 tons of coal produced in 2004 by NKC. We sold NKC on April 14, 2005. Includes production by our Nicewonder business unit, which we acquired on October 26, 2005.

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	•	White Flame Energy operates a surface mine located in Mingo County, West Virginia, producing low sulfur coal. Coal from this surface mine is transported by truck to the Mate Creek rail load-out facility located on the Norfolk Southern Line, where it is blended with production from NCI and sold to customers. During 2004, White Flame Energy produced 1.8 million tons of steam coal. As of November 1, 2005, White Flame Energy was operating at a capacity to ship approximately 1.8 million tons per year.
	•	Premium Energy operates a surface mine in Mingo and Logan counties, West Virginia, producing high quality steam and metallurgical coals. The coal produced by Premium Energy is currently transported to Arch Coal, Inc.’s Mingo Logan mining complex by off road haul. Historically, the vast majority of Premium Energy’s production has been sold exclusively to Mingo Logan. In conjunction with the Nicewonder Acquisition, Nicewonder agreed to renegotiate the coal sales contract with Arch Coal, reducing the volume to approximately 1.3 million tons in 2006 and 0.6 million tons in 2007, and terminating thereafter. Mingo Logan will continue to process and load the Premium Energy production for a negotiated price per ton. During 2004, Premium Energy produced 1.7 million tons of metallurgical grade coal and steam coal. As of November 1, 2005, Premium Energy was operating at a capacity to ship approximately 1.6 million tons per year.
	•	Twin Star, together with Buchanan Energy and Virginia Energy Company, operate one surface mine in Buchanan County, Virginia, which during 2004 produced approximately 0.4 million tons of coal that were sold into the steam and metallurgical markets. As of November 1, 2005, Twin Star was operating at a capacity to ship approximately 0.4 million tons per year.
	•	Nicewonder Contracting (NCI) operates a highway construction business under a contract with the State of West Virginia Department of Transportation. Pursuant to the contract, NCI is building approximately 11 miles of rough grade highway in West Virginia over the next six to seven years and, in exchange NCI will be compensated by West Virginia based on the number of cubic yards of material excavated and/or filled to create a road bed, as well as for certain other cost components. In the course of road construction, NCI will recover any coal encountered and sell the coal to its customers, subject to certain costs including coal loading, transportation, coal royalty payments and applicable taxes and fees. During 2004, NCI produced approximately 45,000 tons of coal. As of November 1, 2005, NCI was operating at a capacity to ship approximately 0.5 million tons per year.

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						Recoverable
						Reserves Proven &				Sulfur Content(2)												Average Btu(2)
Regional Business Unit		State				Probable(1)				<1%				1.0%-1.5%				>1.5%				>12,500				<12,500
						(In millions of tons)				(In millions of tons)												(In millions of tons)
Paramont/Alpha Land and Reserves(2)			Virginia				152.1				109.4				31.8				10.9				150.6				1.5
Dickenson-Russell			Virginia				32.0				32.0				0				0				32.0				0
Kingwood			West Virginia				30.7				0				18.5				12.2				30.7				0
Brooks Run			West Virginia				25.2				7.5				17.7				0				10.3				15.0
Welch			West Virginia				94.7				94.7				0				0				94.7				0
AMFIRE			Pennsylvania				92.0				13.8				49.3				28.8				83.1				8.9
Enterprise			Kentucky				65.5				25.5				38.4				1.6				63.4				2.1
Nicewonder		Virginia and West Virginia					26.7				26.3				0.4				0				12.0				14.7
Totals							518.9				309.2				156.2				53.5				476.7				42.2
Percentages											60	%			30	%			10	%			92	%			8	%

(1)	Recoverable reserves represent the amount of proven and probable reserves that can actually be recovered taking into account all mining and preparation losses involved in producing a saleable product using existing methods under current law. The reserve numbers set forth in the table exclude reserves for which we have leased our mining rights to third parties. The reserve information reflects moisture factors ranging from 4.5% to 6.5%, representing the average moisture present in our delivered coal.
(2)	Includes proven and probable reserves in Virginia controlled by our subsidiary Alpha Land and Reserves, LLC as of July 31, 2005. Alpha Land and Reserves, LLC subleases a portion of the mining rights to its proven and probable reserves in Virginia to our subsidiary Paramont Coal Company Virginia, LLC.

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						Recoverable				Total Tons(2)								Total Ton
						Reserves Proven &
Regional Business Unit		State				Probable(1)				Assigned(2)				Unassigned(2)				Owned				Leased				Coal Type(3)
						(In millions of tons)
										(In millions of tons)								(In millions of tons)
Paramont/ Alpha Land and Reserves(4)			Virginia				152.1				73.7				78.4				0				152.1			Steam and Metallurgical
Dickenson-Russell			Virginia				32.0				29.8				2.2				0				32.0			Steam and Metallurgical
Kingwood			West Virginia				30.7				22.3				8.4				0				30.7			Steam and Metallurgical
Brooks Run			West Virginia				25.2				2.9				22.3				3.0				22.3			Steam and Metallurgical
Welch			West Virginia				94.7				53.3				41.4				1.3				93.4			Steam and Metallurgical
AMFIRE			Pennsylvania				92.0				41.9				50.1				3.5				88.5			Steam and Metallurgical
Enterprise			Kentucky				65.5				10.0				55.4				7.2				58.4				Steam
Nicewonder			Virginia and																								Steam and
			West Virginia				26.7				24.5				2.2				1.2				25.5				Metallurgical
Totals							518.9				258.4				260.5				16.1				502.8
Percentages											50	%			50	%			3	%			97	%

(1)	Recoverable reserves represent the amount of proven and probable reserves that can actually be recovered taking into account all mining and preparation losses involved in producing a saleable product using existing methods under current law. The reserve numbers set forth in the table exclude reserves for which we have leased our mining rights to third parties. The reserve information reflects moisture factors ranging from 4.5% to 6.5%, representing the average moisture present in our delivered coal.
(2)	Assigned reserves represent recoverable coal reserves that can be mined without a significant capital expenditure for mine development, whereas unassigned reserves will require significant capital expenditures to mine the reserves.
(3)	Almost all of our reserves that we currently market as metallurgical coal also possess quality characteristics that would enable us to market them as steam coal.
(4)	Includes proven and probable reserves in Virginia controlled by our subsidiary Alpha Land and Reserves, LLC as of July 31, 2005. Alpha Land and Reserves, LLC subleases a portion of the mining rights to its proven and probable reserves in Virginia to our subsidiary Paramont Coal Company Virginia, LLC.

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		Steam Coal Sales(1)								Metallurgical Coal Sales
Year		Tons				% of Total Sales				Tons				% of Total Sales
		(In millions, except percentages)
Nine Months Ended September 30, 2005			11.7				62	%			7.2				38	%
2004			15.8				63	%			9.5				37	%
2003			15.3				71	%			6.3				29	%

(1)	Steam coal sales include sales to utility and industrial customers. Sales of steam coal to industrial customers, who we define as consumers of steam coal who do not generate electricity for sale to third parties, accounted for approximately 7%, 4% and 5% of total sales in the first nine months of 2005 and 2004 and 2003, respectively.

						Export Tons								Export Sales
						Sold as a								Revenues as a
		Export Tons				Percentage of				Export Sales				Percentage of
Year		Sold				Total Coal Sales				Revenues(1)				Total Revenues
		(In millions, except percentages)
2004			8.3				32	%		$	602.6				47	%
2003			4.9				22	%		$	220.8				28	%

(1)	Export sales revenues in 2004 include approximately $4.0 million in equipment export sales. All other export sales revenues are coal sales revenues and freight and handling revenues.

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	•	Acid Rain. Title IV of the Clean Air Act required a two-phase reduction of sulfur dioxide emissions by electric utilities. Phase II became effective in 2000 and applies to all coal-fired power plants generating greater than 25 Megawatts. The affected electricity generators have sought to meet these requirements by, among other compliance methods, switching to lower sulfur fuels, installing pollution control devices, reducing electricity generating levels or purchasing sulfur dioxide emission allowances. We cannot accurately predict the effect of these provisions of the Clean Air Act on us in future years. At this time, we believe that implementation of Phase II has resulted in an upward pressure on the price of lower sulfur coals, as coal-fired power plants continue to comply with the more stringent restrictions of Title IV.
	•	Fine Particulate Matter. The Clean Air Act requires the U.S. Environmental Protection Agency (the “EPA”) to set standards, referred to as National Ambient Air Quality Standards (“NAAQS”), for certain pollutants. Areas that are not in compliance (referred to as “non-attainment areas”) with these standards must take steps to reduce emissions levels. There currently are NAAQS for particulate matter with an aerodynamic diameter less than or equal to 10 microns, or PM10, and for fine particulate matter with an aerodynamic diameter less than or equal 2.5 microns, or PM2.5. The EPA designated all or part of 225 counties in 20 states as well as the District of Columbia as non-attainment areas with respect to the PM2.5 NAAQS. Individual states must identify the sources of emissions and develop emission reduction plans. These plans may be state-specific or regional in scope. Under the Clean Air Act, individual states have up to twelve years from the date of designation to secure emissions reductions from sources contributing to the problem. Meeting the new PM2.5 standard may require reductions of nitrogen oxide and sulfur dioxide emissions. Future regulation and enforcement of the new PM2.5 standard will affect many power plants, especially coal-fired plants and all plants in “non-attainment” areas.
	•	Ozone. Significant additional emissions control expenditures will be required at coal-fired power plants to meet the current NAAQS for ozone. Nitrogen oxides, which are a by-product of coal combustion, can lead to the creation of ozone. Accordingly, emissions control requirements for new and expanded coal-fired power plants and industrial boilers will continue to become more demanding in the years ahead. For example, the EPA is in the process of replacing the existing standards with more stringent ones. The EPA designated counties in 32 states as non-attainment areas under the new standard. These states will have until June 2007 to develop plans for pollution control measures that allow them to comply with the standards.
	•	NOx SIP Call. The NOx SIP Call program was established by the EPA in October of 1998 to reduce the transport of ozone on prevailing winds from the Midwest and South to states in the Northeast, which said they could not meet federal air quality standards because of migrating pollution. The program is designed to reduce nitrous oxide emissions by one million tons per year in 22 eastern states and the District of Columbia. Installation of additional control measures, such as selective catalytic reduction devices, required under the final rules will make it more costly to operate coal-fired electricity generating plants, thereby making coal a less attractive fuel.
	•	Clear Skies Initiative. The Bush Administration has proposed legislation, commonly referred to as the Clear Skies Initiative, that could require dramatic reductions in nitrous oxide, sulfur dioxide, and mercury emissions by power plants through “cap-and-trade” programs similar to the existing Acid Rain regulations and current NOx budget programs. It is currently not possible to predict what, if any, new regulatory requirements will ultimately evolve out of this initiative.
	•	Clean Air Interstate Rule. The EPA finalized the Clean Air Interstate Rule (CAIR) on March 10, 2005. The new CAIR calls for power plants in 29 eastern states and the District of Columbia to reduce emission levels of sulfur dioxide and nitrous oxide. The rule requires states to

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		regulate power plants under a cap and trade program similar to the system now in effect for acid deposition control and to that proposed by the Clear Skies Initiative. When fully implemented, this rule is expected to reduce regional sulfur dioxide emissions by over 70% and nitrogen oxides emissions by over 60% from 2003 levels. The stringency of the cap may require many coal-fired electricity generation plants to install additional pollution control equipment, such as wet scrubbers, to comply, which could decrease the demand for low sulfur coal at these plants and thereby potentially reduce market prices for low sulfur coal. Emissions are permanently capped and cannot increase. On December 3, 2005, the EPA published a notice that it was reconsidering four specific issues that are involved in this rule and was accepting public comment until January 13, 2006. The rule is also subject to judicial challenge, which makes its impact difficult to assess.
	•	Clean Air Mercury Rule. On March 15, 2005, the EPA issued the Clean Air Mercury Rule to permanently cap and reduce mercury emissions from coal-fired power plants. The Clean Air Mercury Rule establishes mercury emissions limits from new and existing coal-fired power plants and creates a market-based cap-and-trade program that is expected to reduce nationwide utility emissions of mercury in two phases. Several states and environmental groups have filed suits in the U.S. Court of Appeals for the District of Columbia challenging the EPA’s decision to allow emissions trading and its decision to reverse a regulatory finding in 2000 that would have required emission limits for mercury based maximum achievable control technology under section 112 of the Clean Air Act. Many of the challenges seek to impose more stringent rules. In addition, efforts have commenced in Congress to legislatively disapprove the rules. The EPA recently announced that it is seeking further public comment on the Clean Air Mercury Rule and is reconsidering the decision not to regulate mercury and other pollutants from coal-fired power plants under the Clean Air Act’s hazardous air pollution program. Stricter limitations on mercury emissions from power plants may adversely affect the demand for coal.
	•	Carbon Dioxide. In February 2003, a number of states notified the EPA that they planned to sue the agency to force it to set new source performance standards for utility emissions of carbon dioxide and to tighten existing standards for sulfur dioxide and particulate matter for utility emissions. In June 2003, three of these states sued the EPA seeking a court order requiring the EPA to designate carbon dioxide as a criteria pollutant and to issue a new NAAQS for carbon dioxide. If these lawsuits result in the issuance of a court order requiring the EPA to set emission limitations for carbon dioxide and/or lower emission limitations for sulfur dioxide and particulate matter, it could reduce the amount of coal our customers would purchase from us.
	•	Regional Emissions Trading. Eleven Northeast and Mid-Atlantic states are working cooperatively to develop a regional cap and trade program that would initially cover carbon dioxide emissions from power plants in the region. No formal model rule has been made public to date. There are a number of uncertainties regarding this initiative, including the applicable baseline of emissions to be permitted, initial allocations, required emissions reductions, availability of offsets, the extent to which states will adopt the program, whether it will be linked with programs in other states or in Canadian provinces, and the timing for implementation of the program. There can be no assurance at this time that a carbon dioxide cap and trade program, if implemented by the states where our customers operate, will not affect the future market for coal in this region.
	•	Regional Haze. The EPA has initiated a regional haze program designed to protect and to improve visibility at and around national parks, national wilderness areas and international parks. This program restricts the construction of new coal-fired power plants whose operation may impair visibility at and around federally protected areas. Moreover, this program may require certain existing coal-fired power plants to install additional control measures designed to limit haze-causing emissions, such as sulfur dioxide, nitrogen oxides, volatile organic chemicals and particulate matter. These limitations could affect the future market for coal.

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Name		Age				Position
Michael J. Quillen			57			President, Chief Executive Officer and Director
Kevin S. Crutchfield			44			Executive Vice President
D. Scott Kroh			55			Executive Vice President
David C. Stuebe			65			Vice President and Chief Financial Officer
Michael D. Brown			44			Vice President
Vaughn R. Groves			49			Vice President and General Counsel
Eddie W. Neely			54			Vice President and Controller
E. Linn Draper, Jr.			63			Director
Glenn A. Eisenberg			44			Director
John W. Fox, Jr.			58			Director
Alex T. Krueger			31			Director
Fritz R. Kundrun			69			Director
William E. Macaulay			60			Director
Hans J. Mende			61			Director and Chairman of the Board

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															Long-Term
															Compensation
							Annual Compensation								Securities
															Underlying				All Other
Name and Principal Position			Year				Salary ($)				Bonus ($)(1)(2)				Options (#)				Compensation ($)
Michael J. Quillen				2005				434,542				(4	)			—				16,223	(5)
	Chief Executive Officer and			2004				420,004				929,409				—				45,048	(5)
	President			2003				420,468				115,000				—				19,023	(5)
Kevin Crutchfield				2005				372,484				(4	)			72,905				11,633	(6)
	Executive Vice President(3)			2004				360,022				600,359				—				32,390	(6)
				2003				311,295				100,000				—				144,541	(6)
D. Scott Kroh				2005				370,392				(4	)			—				13,915	(7)
	Executive Vice President(3)			2004				358,000				401,000				—				23,944	(7)
				2003				287,332				100,000				—				10,367	(7)
David C. Stuebe				2005				289,713				(4	)			40,000				21,417	(8)
	Vice President and Chief			2004				280,020				396,060				—				83,688	(8)
	Financial Officer(3)			2003				84,620				30,000				—				28,375	(8)
Michael D. Brown				2005				284,519				(4	)			40,000				11,351	(9)
	Vice President(3)			2004				257,696				425,143				62,841				23,334	(9)
				2003				169,091				100,000				—				6,224	(9)

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(1)	We generally pay bonuses in the year following the year in which they were earned. Unless otherwise noted, bonus amounts presented represent employee performance bonuses and are reported for the year in which they were earned, though they may have been paid in the following year.
(2)	Each of the bonuses presented for 2004 include a special bonus paid in June 2004 to recognize efforts in connection with the recapitalization of Alpha Natural Resources, LLC in May 2004, a vacation bonus in the amount of $1,000 and bonuses earned in 2004 under our Annual Incentive Bonus Plan based on the achievement of specified financial performance, operating and safety goals for fiscal 2004.
(3)	Messrs. Crutchfield, Kroh, Brown and Stuebe joined us on varying dates in 2003 and the respective compensation for 2003 is reported only from the start date to year end.
(4)	A bonus of up to 200% of the participant’s base salary in the case of the Chief Executive Officer, and 150% of the participant’s base salary in the case of the other named executive officers, will be payable under our Annual Incentive Bonus Plan based on the achievement of specified financial performance, operating and safety goals for fiscal 2005.
(5)	Includes our contributions under our 401(k) Plan on behalf of Mr. Quillen and imputed income of $5,723 and $2,998 in respect of life insurance in fiscal 2005 and 2004, respectively. Amounts reflected for 2004 and 2003 also include contributions to Mr. Quillen’s account under the Supplemental Retirement Plan (the “SRP”) feature of our Amended and Restated Deferred Compensation Plan in the amount of $31,800 and $11,023 earned in fiscal 2004 and 2003, respectively, which amounts were contributed in August 2005 in connection with the adoption of the SRP.
(6)	Includes our contributions under our 401(k) Plan on behalf of Mr. Crutchfield and (a) imputed income of $1,133 and $589 in respect of life insurance in fiscal 2005 and 2004, respectively, and (b) $126,495 of relocation expenses reimbursed by us and tax gross-up payments paid by us in connection with the expense reimbursement in fiscal 2003. Amounts reflected for 2004 and 2003 also include contributions to Mr. Crutchfield’s account under the SRP in the amount of $21,551 and $10,046 earned in fiscal 2004 and 2003, respectively, which amounts were contributed in August 2005 in connection with the adoption of the SRP.
(7)	Includes our contributions under our 401(k) Plan on behalf of Mr. Kroh and imputed income of $4,792 and $1,344 in respect of life insurance in fiscal 2005 and 2004, respectively. Amounts reflected for 2004 and 2003 also include contributions to Mr. Kroh’s account under the SRP in the amount of $16,450 and $4,367 earned in fiscal 2004 and 2003, respectively, which amounts were contributed in August 2005 in connection with the adoption of the SRP.
(8)	Includes our contributions under our 401(k) Plan on behalf of Mr. Stuebe and (a) imputed income of $10,917 and $2,938 in respect of life insurance in fiscal 2005 and 2004, respectively, and (b) $61,949 and $25,836 of relocation expenses reimbursed by us and tax gross-up payments paid by us in connection with the expense reimbursements in fiscal 2004 and 2003, respectively. The amount reflected for 2004 also includes a contribution to Mr. Stuebe’s account under the SRP in the amount of $8,551 earned in fiscal 2004, which amount was contributed in August 2005 in connection with the adoption of the SRP.
(9)	Includes our contributions under our 401(k) Plan on behalf of Mr. Brown and imputed income of $851 and $399 in respect of life insurance in fiscal 2005 and 2004, respectively. The amount reflected for 2004 also includes a contribution to Mr. Brown’s account under the SRP in the amount of $12,685 earned in fiscal 2004, which amount was contributed in August 2005 in connection with the adoption of the SRP.

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		Individual Grants
																		Potential Realizable
						% of Total												Value at Assumed
		Number of				Options												Annual Rate of Stock
		Securities				Granted to				Exercise								Appreciation for
		Underlying				Employees				Price Per								Option Term(4)
		Options				in				Share				Expiration
Name		Granted(1)				2005(2)				($/Share)				Date(3)				5.0%($)				10.0%($)
Michael J. Quillen			—				—				—				—				—				—
Kevin Crutchfield			72,905				9.81	%			19.00				2/14/2015				871,215				2,207,563
D. Scott Kroh			—				—				—				—				—				—
David C. Stuebe			40,000				5.38	%			19.00				2/14/2015				478,000				1,211,200
Michael D. Brown			40,000				5.38	%			19.00				2/14/2015				478,000				1,211,200

(1)	These options were granted under our Long-Term Incentive Plan and they vest over a five year period, with 20% vesting on each of the first, second, third, fourth and fifth anniversaries of the date of grant.
(2)	Based on an aggregate of 742,905 shares of our common stock that are subject to options granted to employees during 2005.
(3)	The term of each option granted under the Long-Term Incentive Plan is generally ten years from the date of grant. Options may terminate before their expiration date if the option holder’s status as an employee is terminated or upon the option holder’s death or disability.
(4)	The potential realizable values are based on an assumption that the stock price of our common stock will appreciate at the annual rate shown, compounded annually, from the date of grant until the end of the option term. These values do not take into account amounts required to be paid as income taxes under the Internal Revenue Code and any applicable state laws or option provisions providing for termination of an option following termination of employment, non-transferability or vesting. These amounts are calculated based on the requirements promulgated by the SEC and do not reflect estimates of future stock price growth of our shares of common stock.

		Number of Securities
		Underlying Unexercised								Value of Unexercised In-The-
		Options at Fiscal								Money Options at Fiscal
		Year-End(#)								Year-End($)(1)
Name		Exercisable				Unexercisable				Exercisable				Unexercisable
Michael J. Quillen			—				—				—				—
Kevin Crutchfield			—				72,905				—				15,310
D. Scott Kroh			—				—				—				—
David C. Stuebe			—				40,000				—				8,400
Michael D. Brown			12,568				90,273				81,441				334,169

(1)	Values are calculated based on the closing price of our Common Stock on December 30, 2005 (i.e., $19.21 per share) less the applicable exercise price.

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	Alpha Coal Management Amended and Restated 2004 Long-Term Incentive Plan

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	Alpha Natural Resources, Inc. Long-Term Incentive Plan

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	•	each person who is known by us to own beneficially more than 5% of our common stock;
	•	each of the selling stockholders;
	•	each member of our board of directors and each of our named executive officers; and
	•	all members of our board of directors and our executive officers as a group.

														Shares Beneficially Owned After This Offering
		Shares Beneficially												Assuming the								Assuming the
		Owned Prior to								Shares to				Underwriters’ Option								Underwriters’ Option
		This Offering								be				is Not Exercised*								is Exercised in Full*
Name and Address										Sold in
of Beneficial Owner(1)		Number				Percent				This Offering				Number				Percent				Number				Percent
First Reserve GP IX, Inc.(2)			13,998,911				21.73	%			12,151,494				1,847,417				2.87	%			0				—
First Reserve Fund IX, L.P.(2)			12,462,992				19.35	%			10,818,268				1,644,724				2.55	%			0				—
ANR Fund IX Holdings, L.P.(2)			1,535,919				2.38	%			1,333,226				202,693				0.31	%			0				—
Fritz R. Kundrun(3)			11,351,896				17.62	%			0				11,351,896				17.62	%			11,351,896				17.62	%
Hans J. Mende(3)			11,351,896				17.62	%			0				11,351,896				17.62	%			11,351,896				17.62	%
Madison Capital Funding LLC(4)			164,616				0.26	%			164,616				0				—				0				—
Michael J. Quillen(5)			715,830				1.11	%			0				715,830				1.11	%			715,830				1.11	%
Kevin S. Crutchfield(6)			240,510				0.37	%			0				240,510				0.37	%			240,510				0.37	%
D. Scott Kroh(7)			1,705,935				2.65	%			0				1,705,935				2.65	%			1,705,935				2.65	%
Michael D. Brown(8)			155,060				0.24	%			0				155,060				0.24	%			155,060				0.24	%
David C. Stuebe(9)			159,297				0.25	%			0				159,297				0.25	%			159,297				0.25	%
E. Linn Draper, Jr.(10)			2,000				0.00	%			0				2,000				0.00	%			2,000				0.00	%
Glenn A. Eisenberg(10)			0				—				0				0				—				0				—
John W. Fox, Jr.(10)			12,000				0.02	%			0				12,000				0.02	%			12,000				0.02	%
Alex T. Krueger(11)			0				—				0				0				—				0				—
William E. Macaulay(11)			0				—				0				0				—				0				—
All executive officers and directors as a group (14 persons)(12)			13,051,203				20.24	%			0				13,051,203				20.24	%			13,051,203				20.24	%

	*	The selling stockholders will grant the underwriters an option to purchase up to an additional 1,847,417 shares in this offering.

	(1)	The shares of our common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock. In accordance with the beneficial ownership rules of the

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		SEC, the table does not reflect an aggregate of 270,869 shares of common stock reserved for issuance upon the exercise of outstanding options not exercisable within 60 days held by certain of our directors and executive officers under our Long-Term Incentive Plan and under the Alpha Coal Management Long-Term Incentive Plan that we assumed in connection with the Internal Restructuring.
	(2)	The shares of our common stock shown for First Reserve GP IX, Inc. consist of shares beneficially owned by First Reserve Fund IX, L.P. and by ANR Fund IX Holdings, L.P. First Reserve GP IX, L.P. is the general partner of each of First Reserve Fund IX, L.P. and ANR Fund IX Holdings, L.P. First Reserve GP IX, Inc. is the general partner of First Reserve GP IX, L.P. First Reserve Corporation is the investment advisor to both First Reserve Fund IX, L.P. and ANR Fund IX Holdings, L.P. The address of First Reserve Corporation, First Reserve GP IX, Inc., First Reserve GP IX, L.P., First Reserve Fund IX, L.P. and ANR Fund IX Holdings, L.P. is One Lafayette Place, Greenwich, CT 06830.
	(3)	Reflects beneficial ownership through shared voting and investment power over shares of common stock held by the following entities affiliated with the owners of AMCI, which entities own of record the following number of shares of our Common Stock as of January 1, 2006: AMCI Holdings, Inc. (2,739,684 shares), Beta Resources II, LLC (1,126,250 shares), Creekside II, Inc. (1,732,195 shares), Laurel Energy II, LP (775,168 shares), Madison Mining Company II, LLC (124,754 shares), Redbank II, Inc. (675,727 shares), Tanoma Energy II, Inc. (3,087,021 shares), and Vollow Resources II, LLC (1,091,097 shares). AMCI Holdings, Inc. is the indirect owner of 100% of Creekside II, Inc. and Redbank II, Inc., and may be deemed to have beneficial ownership of the shares held by those entities. The address for each of the above entities and Messrs. Mende and Kundrun is c/o American Metals & Coal International, Inc., One Energy Place, Suite 1000, Latrobe, PA 15650, Attention: Hans J. Mende, President.
	(4)	Madison Capital Funding LLC (“Madison Capital”) is an affiliate of registered broker-dealers NYLIFE Securities Inc. and NYLIFE Distributors LLC. In March 2003, Madison Capital acquired membership interests of ANR Holdings, LLC for its own account and not for resale in connection with any distribution within the meaning of the Securities Act. Madison Capital’s membership interest in ANR Holdings was exchanged, in February 2005, for promissory notes and shares of our common stock in connection with the Internal Restructuring that preceded our initial public offering. Madison Capital did not have any arrangements or understandings with any person to distribute our securities at the time it acquired membership interests in ANR Holdings, LLC or at the time it acquired shares of our common stock in connection with our Internal Restructuring.
	(5)	Includes beneficial ownership of 225,831 unvested shares as described under “Management — Management Stock.” The address for Mr. Quillen is c/o Alpha Natural Resources, Inc., One Alpha Place, P.O. Box 2345, Abingdon, Virginia 24212.
	(6)	Includes beneficial ownership of 112,914 unvested shares as described under “Management — Management Stock.” Also includes 14,581 shares issuable upon exercise of options held by Mr. Crutchfield that are exercisable within 60 days. The address for Mr. Crutchfield is c/o Alpha Natural Resources, Inc., One Alpha Place, P.O. Box 2345, Abingdon, Virginia 24212.
	(7)	Includes beneficial ownership of 90,330 unvested shares as described under “Management — Management Stock.” Also includes beneficial ownership of one-third of the shares of common stock held as of January 1, 2006 directly by each of Tanoma Energy II, Inc. and Madison Mining Company II, LLC, and 44.3% of the shares held directly by Laurel Energy, L.P. through Mr. Kroh’s investment power over these shares. Mr. Kroh disclaims beneficial ownership of all other shares of common stock held by the entities listed in the previous sentence. The address for Mr. Kroh is c/o Alpha Natural Resources, Inc., One Alpha Place, P.O. Box 2345, Abingdon, Virginia 24212.
	(8)	Includes beneficial ownership of 67,246 unvested shares as described under “Management — Management Stock.” Also includes 20,568 shares issuable upon exercise of options held by Mr. Brown that are exercisable within 60 days. The address for Mr. Brown is c/o Alpha Natural Resources, Inc., One Alpha Place, P.O. Box 2345, Abingdon, Virginia 24212.

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(9)	Includes beneficial ownership of 67,752 unvested shares as described under “Management — Management Stock.” Also includes 8,000 shares issuable upon exercise of options held by Mr. Stuebe that are exercisable within 60 days. The address for Mr. Stuebe is c/o Alpha Natural Resources, Inc., One Alpha Place, P.O. Box 2345, Abingdon, Virginia 24212.

(10)	Includes 2,000 shares issuable upon exercise of options held by Mr. Draper, and 2,000 shares issuable upon exercise of options held by Mr. Fox, that are exercisable within 60 days. The address for Messrs. Draper, Eisenberg and Fox is c/o Alpha Natural Resources, Inc., One Alpha Place, P.O. Box 2345, Abingdon, Virginia 24212.
(11)	Mr. Krueger is an executive officer of First Reserve G.P. IX, Inc. and disclaims beneficial ownership of any shares owned by such entity or its affiliates. Mr. Macaulay is the Chief Executive Officer and a member of the board of directors of First Reserve G.P. IX, Inc. and disclaims beneficial ownership of any shares owned by such entity or its affiliates. The address of Messrs. Krueger and Macaulay is c/o First Reserve Corporation, One Lafayette Place, Greenwich, CT 06830.
(12)	See notes (3) and (5) through (11) above. Also includes an additional 10,180 shares issuable upon exercise of options that are exercisable within 60 days held by our executive officers who are not separately listed in this table.

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	•	The AMCI Parties established an escrow of $2.8 million in favor of us and First Reserve in respect of certain retiree medical liabilities retained by the AMCI Parties. This escrow arrangement was eliminated as part of the Internal Restructuring.
	•	Certain of the AMCI Parties entered into a pledge agreement with First Reserve under which these persons pledged to First Reserve all of their membership interests in ANR Holdings to secure their obligation under the contribution agreement to discharge certain retiree medical liabilities retained by the AMCI Parties. This pledge agreement was terminated in connection with the Internal Restructuring.
	•	The AMCI Parties gave First Reserve the right to purchase from them additional ANR Holdings membership interests having a fair market value of up to $7.5 million, at a purchase price equal to 75% of the fair market value, in the event payments are required to be made under the escrow agreement to satisfy the AMCI parties’ indemnification obligations under the contribution agreement to discharge certain retiree medical liabilities retained by the AMCI Parties. This right to purchase was terminated in connection with the Internal Restructuring.
	•	We reimbursed AMCI $2.0 million in transaction costs related to the acquisitions of our Predecessor and Coastal Coal Company.
	•	We entered into an agreement with certain of the AMCI Parties under which they granted us the right to acquire AMCI’s wholly-owned subsidiary, AMCI Export Corporation, an export trading company. These rights expired on September 11, 2004. We also entered into an agreement with Messrs. Mende, Kundrun and Kroh and others that gives us the option to acquire an ocean going port in Nova Scotia from them for $2.0 million plus the amount of follow-on investments made in the port after the date of the agreement, payable in shares of our common stock. This purchase option expired on March 11, 2005. We also have a right of first refusal that expires on March 11, 2008 to acquire the port if the owners of the port propose to sell it to a third party.
	•	We paid $35.0 million for the working capital of U.S. AMCI, subject to a post-closing audit. On September 13, 2004, we, First Reserve and the AMCI Parties agreed that the net working capital actually acquired was approximately $34.1 million and the AMCI Parties paid the difference of $0.9 million to us. We further agreed that the AMCI Parties would be entitled to any refund of, and obligated to make any payment of, all federal black lung excise taxes of the companies contributed by the AMCI Parties to us, estimated to be $0.1 million, but only insofar as the taxes related to pre-closing or straddle periods ending on or prior to the closing date of the U.S. AMCI acquisition.

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	•	Amendment to AMCI Related Agreements: We amended certain of the post-closing arrangements that are part of our acquisition of U.S. AMCI discussed above. The AMCI Parties posted for our benefit a letter of credit that provides, for a period of ten years, financial assurances supporting the obligations of the AMCI Parties to indemnify us under the contribution agreement in respect of certain retiree medical liabilities. The letter of credit is initially in the amount of $6.8 million, declining to $3.8 million in the sixth and seventh years, and further declining to $1.8 million in the eighth through tenth years. The escrow and pledge agreements with the AMCI Parties and all of the First Reserve purchase right arrangements described in “— Transactions in Connection with the U.S. AMCI Acquisition” were terminated.
	•	Releases and Indemnities. Each former member of ANR Holdings (including members of our management team) released us and our past, present and future affiliates from any and all claims such member may have against ANR Holdings relating to events occurring prior to the closing. We, in turn, agreed to indemnify them with respect to any action which may be brought against any former member by reason of the fact that the member was a member, managing member, executive committee member or officer of ANR Holdings prior to the closing of the Internal Restructuring, other than with respect to any acts committed in bad faith or that were the result of

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		active and deliberate dishonesty or from which the member gained financial profit or another advantage to which the member was not legally entitled.
		Additionally, First Reserve Fund IX, L.P. agreed to indemnify us against certain pre-closing liabilities, including tax liabilities, associated with Alpha NR Holding, Inc. in an amount not to exceed $15.0 million for the first two years following consummation of the agreement, at which time the amount for which First Reserve Fund IX, L.P. will be obligated to indemnify will decline to $10.0 million for two additional years.
	•	Stockholder Agreement. We entered into a stockholder agreement with our management stockholders, the First Reserve Stockholders, the AMCI Parties and Madison Capital Funding LLC that became effective upon consummation of the Internal Restructuring and replaced the former member agreement among these parties and ANR Holdings. As part of the stockholder agreement:

	•	Agreement on Board Composition: Our board of directors consisted of seven members upon consummation of our initial public offering. The board may be subsequently expanded to include additional independent directors as may be required by the rules of any exchange on which shares of our common stock are traded. Each of the First Reserve Stockholders and the AMCI Parties will designate two nominees for election (initially, Messrs. Macaulay and Krueger, as to the First Reserve Stockholders, and Messrs. Kundrun and Mende as to the AMCI Parties). Our board of directors will designate as directors our chief executive officer (Mr. Quillen) and two other nominees who must be “independent” as that term is defined by the NYSE rules (initially Messrs. Draper and Fox), but the independent nominees must be reasonably acceptable to both the First Reserve Stockholders and the AMCI Parties. If at any time, either the First Reserve Stockholders or the AMCI Parties and their affiliates as a group beneficially own less than 15% of our outstanding shares of common stock, then the applicable party will only be entitled to designate one director, and if either the First Reserve Stockholders or the AMCI Parties and their affiliates as a group beneficially own less than 7.5% of our outstanding shares of common stock, then the applicable party will no longer be entitled to designate any directors pursuant to the stockholder agreement. If either of the First Reserve Stockholders or the AMCI Parties lose the right to designate one or both of their director designees due to a reduction in their percentage holdings of our outstanding shares of common stock below the applicable thresholds described in the preceding sentence, then the applicable party is obligated to cause the resignation or removal of their director designee or designees, as applicable, upon our request; and
	•	Registration Rights: Each of the First Reserve Stockholders and the AMCI Parties have the right in certain circumstances to require us to register their shares of common stock in connection with a public offering and sale. In addition, in connection with other registered offerings by us, existing holders of shares of its common stock will have the ability to exercise certain piggyback registration rights with respect to the shares. The registration statement of which this prospectus forms a part was filed by us pursuant to an exercise by the First Reserve Stockholders of their demand registration rights and includes the registration of the offer and sale of shares by Madison Capital Funding LLC pursuant to an exercise of their piggyback registration rights.

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	General

	•	a $250.0 million term loan facility; and
	•	a $275.0 million revolving credit facility.

	Interest Rate and Fees

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	Prepayments

	•	100% of the net cash proceeds from any issuance or incurrence of debt by Alpha NR Holding, Inc. or its subsidiaries, other than certain debt permitted under the senior secured credit facility; and
	•	100% of the net cash proceeds in excess of $5.0 million in a single transaction or $10.0 million per fiscal year from asset sales and condemnation events, subject to certain exceptions, including in the case of asset sales resulting in net proceeds of $50.0 million or less, our ability to reinvest those proceeds in assets to be used in our business or to make certain other permitted investments within 12 months.

	Amortization

	Guarantee and Security

	•	a pledge of (i) all notes having an aggregate principal amount in excess of $10.0 million owned by Alpha Natural Resources, LLC and the Guarantors and (ii) 100% of the capital stock (or other ownership interests) owned by Alpha Natural Resources, LLC and the Guarantors (but not more than 66% of the voting stock of each foreign subsidiary of Alpha Natural Resources, LLC and the Guarantors), subject to certain exceptions; and
	•	a security interest in substantially all the tangible and intangible personal property and all material real property of Alpha Natural Resources, LLC and each Guarantor.

	Certain Covenants and Events of Default

	•	sell assets;
	•	incur additional indebtedness or issue preferred stock;
	•	repay other indebtedness;

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	•	pay dividends and distributions or repurchase our capital stock;
	•	create liens on assets;
	•	make investments, loans or advances;
	•	make certain acquisitions;
	•	engage in mergers or consolidations;
	•	engage in certain transactions with affiliates;
	•	amend certain material agreements governing our indebtedness, including the notes;
	•	change the business conducted by Alpha NR Holding, Inc. and its subsidiaries; and
	•	enter into agreements that restrict dividends from subsidiaries.

	•	a maximum total leverage ratio;
	•	a minimum interest coverage ratio; and
	•	a maximum capital expenditures limitation.

	General

	Ranking

	Guarantees

	Optional Redemption

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	Change of Control

	Covenants

	•	incur additional indebtedness;
	•	pay dividends on or make other distributions or repurchase the capital stock of the Issuers or their restricted subsidiaries;
	•	make certain investments;
	•	enter into certain types of transactions with affiliates;
	•	create or permit to exist any limit on the ability of the Issuers’ restricted subsidiaries to pay dividends or make other payments to the Issuers or their restricted subsidiaries, other than pursuant to the credit facility and the senior notes indenture;
	•	use assets as security in other transactions; and
	•	sell certain assets or merge with or into other companies.

	Events of Default

	Surety Bonds

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	•	the designation of the series;
	•	the number of shares of the series, which our board may, except where otherwise provided in the preferred stock designation, increase or decrease, but not below the number of shares then outstanding;
	•	whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;
	•	the dates at which dividends, if any, will be payable;
	•	the redemption rights and price or prices, if any, for shares of the series;
	•	the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;

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	•	the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our company;
	•	whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our company or any other corporation, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;
	•	on the issuance of shares of the same series or of any other class or series; and
	•	the voting rights, if any, of the holders of the series.

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	•	for breach of duty of loyalty;
	•	for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;
	•	under Section 174 of the DGCL (unlawful dividends); or
	•	transactions from which the director derived improper personal benefit.

	•	None of the First Reserve Stockholders, the AMCI Parties, or the funds or other entities controlled by, or under common control with, them (each a “Control Stockholder,” and collectively, the “Control Stockholders”) or any director, officer, member, partner, stockholder or employee of a Control Stockholder (each a “Specified Party”) will have any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as we do.
	•	Except as noted below, we renounce any interest or expectancy that we may have in any potential transaction which may be a corporate opportunity for any Control Stockholder or Specified Party, as applicable, on the one hand, and us, on the other hand, and therefore, none of the Control Stockholders or Specified Parties will have any duty to communicate or offer any such corporate opportunity to us, and will be entitled to pursue or acquire such opportunity for itself, and we will

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		have no right in or to any such opportunity. Notwithstanding the prior sentence, we are not renouncing any interest or expectancy in any such corporate opportunity that is offered to any Control Stockholder or Specified Party that is also one of our directors, officers, or employees, if (i) such opportunity is expressly offered to such Control Stockholder or Specified Party solely in, and as a direct result of, his or her capacity as our director, officer or employee; (ii) we would be permitted to undertake the opportunity under our amended and restated certificate of incorporation, and (iii) we have sufficient financial resources and are in a line of business to undertake the opportunity.

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	•	1% of the number of shares of common stock then outstanding, which equals approximately 644,204 shares based on the number of outstanding shares as of January 1, 2006; and
	•	the average weekly reported volume of trading in the common stock on the New York Stock Exchange during the four calendar weeks preceding the date on which notice of sale is filed, subject to restrictions.

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	•	the sale of shares of common stock to the underwriters pursuant to this offering;
	•	the issuance by us of shares of common stock pursuant to the exercise of an option, warrant or similar security outstanding on the date of this prospectus;
	•	the grant of options or stock under our benefit plans;
	•	transactions by any person other than us relating to shares of our common stock acquired in open market transactions after completion of this offering;
	•	transfers of shares of common stock, or securities convertible into or exercisable or exchangeable for shares of common stock, as a bona fide gift or as a result of testate, intestate succession or bona fide estate planning; transfers of shares to a trust, partnership, limited liability company or other entity, all of the beneficial ownership interests of which are held by the transferor; or distributions of shares to limited partners, members or stockholders of the transferor, in each case provided that the transferee or distributee (other than any charitable organization) agrees to be bound by the restrictions described in the previous paragraph;
	•	the issuance of common stock or securities convertible into or exercisable or redeemable for shares of common stock in connection with the acquisition of, or joint venture with, another company; or
	•	the entry into trading plans providing for trades after the expiration of the lock-up period by certain of our executive officers in accordance with Rule 10b5-1 under the Securities Act of 1934, or the execution of trades by certain of our executive officers under their existing trading plans.

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	•	an individual citizen or resident of the United States including an alien individual who is a lawful permanent resident of the United States or meets the “substantial presence” test under Section 7701(b) of the Code;
	•	a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
	•	an estate the income of which is subject to United States federal income taxation regardless of its source; or
	•	a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

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	•	the gain is effectively connected with a trade or business of the non-U.S. holder in the United States, and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment of the non-U.S. holder;
	•	the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or
	•	we are or have been a “United States real property holding corporation” for United States federal income tax purposes.

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Underwriters		Number of Shares
Morgan Stanley & Co. Incorporated
Citigroup Global Markets Inc.
UBS Securities LLC
Bear, Stearns & Co. Inc.
Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Davenport & Company LLC
Total			12,316,110

Paid by Selling Stockholders		No Exercise				Full Exercise
Per Share		$				$
Total		$				$

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Alpha Natural Resources, Inc. and subsidiaries
	Condensed Consolidated Balance Sheets (unaudited), September 30, 2005 and December 31, 2004		F-3
	Condensed Consolidated Statements of Operations (unaudited), three and nine months ended September 30, 2005 and 2004		F-4
	Condensed Consolidated Statement of Stockholders’ Equity (unaudited), nine months ended September 30, 2005		F-5
	Condensed Consolidated Statements of Cash Flows (unaudited), nine months ended September 30, 2005 and 2004		F-7
	Notes to Condensed Consolidated Financial Statements (unaudited)		F-8
ANR Fund IX Holdings, L.P. and Alpha NR Holding, Inc. and subsidiaries
	Report of Independent Registered Public Accounting Firm		F-25
	Combined Balance Sheets, December 31, 2004 and 2003		F-26
	Combined Statements of Operations, years ended December 31, 2004 and 2003 and period from December 14, 2002 to December 31, 2002 (Successor Periods), and period from January 1, 2002 to December 13, 2002 (Predecessor Period)		F-27
	Combined Statements of Stockholder’s Equity and Partners’ Capital, years ended December 31, 2004 and 2003 and period from December 14, 2002 to December 31, 2002 (Successor Periods), and period from January 1, 2002 to December 13, 2002 (Predecessor Period)		F-28
	Combined Statements of Cash Flows, years ended December 31, 2004 and 2003 and period from December 14, 2002 to December 31, 2002 (Successor Periods), and period from January 1, 2002 to December 13, 2002 (Predecessor Period)		F-29
	Notes to Combined Financial Statements		F-31
Coastal Coal Company, LLC and subsidiary
	Independent Auditors’ Report		F-75
	Consolidated Balance Sheet, December 31, 2002		F-76
	Consolidated Statements of Operations, period from January 1, 2003 to January 31, 2003 and year ended December 31, 2002		F-77
	Consolidated Statements of Changes in Members’ Equity and Comprehensive Income (Loss), period from January 1, 2003 to January 31, 2003 and year ended December 31, 2002		F-78
	Consolidated Statements of Cash Flows, period from January 1, 2003 to January 31, 2003 and year ended December 31, 2002		F-79
	Notes to Consolidated Financial Statements		F-80
The Combined Pennsylvania Entities of Mears Enterprises, Inc.
	Independent Auditors’ Report		F-91
	Combined Balance Sheets, December 31, 2002 and 2001		F-92
	Combined Statements of Income, period from January 1, 2003 to November 17, 2003 and years ended December 31, 2002 and 2001		F-93
	Combined Statements of Stockholders’ Equity and Partners’ Capital, period from January 1, 2003 to November 17, 2003 and years ended December 31, 2002 and 2001		F-94
	Combined Statements of Cash Flows, period from January 1, 2003 to November 17, 2003 and years ended December 31, 2002 and 2001		F-95
	Notes to Combined Financial Statements		F-96

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The Combined Entities of The Nicewonder Coal Group — Unaudited Condensed Combined Financial Statements
	Condensed Combined Balance Sheets (unaudited), September 30, 2005 and December 31, 2004		F-103
	Condensed Combined Statements of Income (unaudited), nine months ended September 30, 2005 and 2004		F-104
	Condensed Combined Statements of Stockholders’ Equity and Members’ Equity and Comprehensive Income (unaudited), nine months ended September 30, 2005 and year ended December 31, 2004		F-105
	Condensed Combined Statements of Cash Flows (unaudited), nine months ended September 30, 2005 and 2004		F-106
	Notes to Condensed Combined Financial Statements (unaudited)		F-107
The Combined Entities of The Nicewonder Coal Group — Combined Financial Statements
	Independent Auditors’ Report		F-114
	Combined Balance Sheets, December 31, 2004, 2003 and 2002		F-115
	Combined Statements of Income, years ended December 31, 2004, 2003 and 2002		F-116
	Combined Statements of Stockholders’ Equity and Members’ Equity and Comprehensive Income, years ended December 31, 2004, 2003 and 2002		F-117
	Combined Statements of Cash Flows, years ended December 31, 2004, 2003 and 2002		F-118
	Notes to Combined Financial Statements		F-119

F-2

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					September 30,				December 31,
					2005				2004
					(Unaudited)
					(In thousands, except share
					and per share amounts)
ASSETS
Current assets:
	Cash and cash equivalents				$	111			$	7,391
	Trade accounts receivable, net					151,932				95,828
	Notes and other receivables					9,708				9,936
	Inventories					102,856				54,569
	Due from affiliate					—				323
	Deferred income taxes					401				4,674
	Prepaid expenses and other current assets					15,087				29,814
			Total current assets			280,095				202,535
Property, plant, and equipment, net of accumulated depreciation, depletion and amortization of $127,969 and $83,848 as of September 30, 2005 and December 31, 2004, respectively						267,481				217,964
Goodwill						18,641				18,641
Other intangibles, net of accumulated amortization of $1,542 and $2,343 as of September 30, 2005 and December 31, 2004, respectively						560				1,155
Deferred income taxes						19,616				—
Other assets						35,705				36,826
			Total assets		$	622,098			$	477,121
LIABILITIES AND STOCKHOLDERS’ EQUITY AND PARTNERS’ CAPITAL
Current liabilities:
	Current portion of long-term debt				$	1,046			$	1,693
	Note payable					2,815				15,228
	Bank overdraft					15,507				10,024
	Trade accounts payable					73,208				51,050
	Accrued expenses and other current liabilities					61,919				68,283
			Total current liabilities			154,495				146,278
Long-term debt, net of current portion						257,163				184,784
Workers’ compensation benefits						5,113				4,678
Postretirement medical benefits						22,226				15,637
Asset retirement obligation						34,284				32,888
Deferred gains on sale of property interests						5,166				5,516
Deferred income taxes						—				7,718
Other liabilities						9,178				4,911
			Total liabilities			487,625				402,410
Minority interest						—				28,778
Stockholders’ equity and partners’ capital:
Alpha Natural Resources, Inc.:
	Preferred stock — par value $0.01, 10,000,000 shares authorized, none issued					—				—
	Common stock — par value $0.01, 100,000,000 shares authorized, 62,224,580 shares issued and outstanding					622				—
	Additional paid-in capital					146,372				—
	Unearned stock-based compensation					(18,623	)
	Retained earnings					6,102				—
		Total Alpha Natural Resources, Inc. stockholders’ equity				134,473				—
Alpha NR Holding, Inc.:
	Preferred stock — par value $0.01, 1,000 shares authorized, none issued					—				—
	Common stock — par value $0.01, 1,000 shares authorized, 100 shares issued and outstanding					—				—
	Additional paid-in capital					—				22,153
	Retained earnings					—				18,828
		Total Alpha NR Holding, Inc. stockholder’s equity				—				40,981
ANR Fund IX Holdings, L.P.:
	Partners’ capital					—				4,952
		Total stockholders’ equity and partners’ capital				134,473				45,933
		Total liabilities and stockholders’ equity and partners’ capital			$	622,098			$	477,121

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Table of Contents

					Three Months Ended								Nine Months Ended
					September 30,								September 30,
					2005				2004				2005				2004
					(Unaudited)
					(In thousands, except per share amounts)
Revenues:
	Coal revenues				$	345,179			$	295,208			$	982,383			$	801,021
	Freight and handling revenues					46,659				37,570				126,650				102,846
	Other revenues					5,851				8,931				18,447				20,440
			Total revenues			397,689				341,709				1,127,480				924,307
Costs and expenses:
	Cost of coal sales (exclusive of items shown separately below)					298,522				250,311				818,299				668,887
	Freight and handling costs					46,659				37,570				126,650				102,846
	Cost of other revenues					5,943				6,603				16,327				14,942
	Depreciation, depletion and amortization					16,277				14,193				45,521				38,883
	Selling, general and administrative expenses (exclusive of depreciation and amortization shown separately above and including stock-based compensation of $3,381 and $43,169 for the three months and nine months ended September 30, 2005, respectively)					12,147				10,124				74,924				35,786
			Total costs and expenses			379,548				318,801				1,081,721				861,344
			Income from operations			18,141				22,908				45,759				62,963
Other income (expense):
	Interest expense					(6,636	)			(5,666	)			(19,400	)			(14,497	)
	Interest income					197				230				675				331
	Miscellaneous income, net					50				154				40				517
		Total other income (expense), net				(6,389	)			(5,282	)			(18,685	)			(13,649	)
		Income from continuing operations before income taxes and minority interest				11,752				17,626				27,074				49,314
Income tax expense						3,542				2,379				15,141				5,852
Minority interest						—				7,980				2,918				22,335
		Income from continuing operations				8,210				7,267				9,015				21,127
Discontinued operations (note 11):
	Loss from discontinued operations before income taxes and minority interest (including gain on disposal in April 2005 of $704)					—				(5,248	)			(379	)			(6,120	)
	Income tax benefit					—				(1,024	)			(93	)			(1,120	)
	Minority interest					—				(2,378	)			(72	)			(2,773	)
		Loss from discontinued operations				—				(1,846	)			(214	)			(2,227	)
			Net income		$	8,210			$	5,421			$	8,801			$	18,900
Net income per share, as adjusted (note 2):
	Basic:
		Income from continuing operations			$	0.13			$	0.49			$	0.17			$	1.43
		Loss from discontinued operations				—				(0.12	)			(0.01	)			(0.15	)
			Net income, as adjusted		$	0.13			$	0.37			$	0.16			$	1.28
	Diluted:
		Income from continuing operations			$	0.13			$	0.49			$	0.17			$	1.43
		Loss from discontinued operations				—				(0.12	)			(0.01	)			(0.15	)
			Net income, as adjusted		$	0.13			$	0.37			$	0.16			$	1.28
Pro forma net income per share (note 2):
	Basic:
		Income from continuing operations							$	0.19			$	0.18			$	0.53
		Loss from discontinued operations								(0.05	)			—				(0.06	)
			Pro forma net income						$	0.14			$	0.18			$	0.47
	Diluted:
		Income from continuing operations							$	0.19			$	0.18			$	0.52
		Loss from discontinued operations								(0.05	)			—				(0.06	)
			Pro forma net income						$	0.14			$	0.18			$	0.46

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Table of Contents

																																										ANR
		Alpha Natural Resources, Inc.																								Alpha NR Holding, Inc.																Fund IX
																																										Holdings,
																																										L.P.				Total
																																														Stockholders’
		Common Stock								Additional				Unearned								Total								Additional								Total								Equity and
										Paid-In				Stock-based				Accumulated				Stockholders’				Common				Paid-In				Retained				Stockholder’s				Partners’				Partners’
		Shares				Amount				Capital				Compensation				Deficit				Equity				Stock				Capital				Earnings				Equity				Capital				Capital
		(In thousands, except per share amounts)
Balances, December 31, 2003			—			$	—			$	—			$	—			$	—			$	—			$	—			$	75,710			$	1,442			$	77,152			$	9,215			$	86,367
Net income			—				—				—				—				—				—				—				—				17,386				17,386				2,629				20,015
Noncash distribution of Virginia Tax Credit			—				—				—				—				—				—				—				—				—				—				(292	)			(292	)
Distributions			—				—				—				—				—				—				—				(53,557	)			—				(53,557	)			(6,600	)			(60,157	)
Balances, December 31, 2004			—				—				—				—				—				—				—				22,153				18,828				40,981				4,952				45,933
Noncash distribution of Virginia Tax Credit			—				—				—				—				—				—				—				—				—				—				(40	)			(40	)
Net income prior to Internal Restructuring			—				—				—				—				—				—				—				—				2,320				2,320				379				2,699
Distribution to First Reserve Fund IX, L.P. and ANR Fund IX Holdings, L.P. prior to the Internal Restructuring			—				—				—				—				—				—				—				—				(8,160	)			(8,160	)			(1,243	)			(9,403	)
Contribution by First Reserve Fund IX, L.P. of all of the outstanding common stock of Alpha NR Holding, Inc. in exchange for shares of Alpha Natural Resources, Inc. common stock			12,463				125				35,016				—				—				35,141				—				(22,153	)			(12,988	)			(35,141	)			—				—
Contribution by ANR Fund IX Holdings, L.P. of its membership interest in ANR Holdings, LLC in exchange for shares of Alpha Natural Resources, Inc. common stock upon completion of the Internal Restructuring			1,536				15				4,033				—				—				4,048				—				—				—				—				(4,048	)			—
Contribution by minority interest holders, including certain members of management, of their membership interests in ANR Holdings, LLC in exchange for shares of Alpha Natural Resources, Inc. common stock and recognition of unearned stock-based compensation			14,289				143				85,424				(29,122	)			—				56,445				—				—				—				—				—				56,445
Issuance of Restructuring Notes			—				—				(517,692	)			—				—				(517,692	)			—				—				—				—				—				(517,692	)
Tax Distributions payable recorded upon the completion of the Internal Restructuring			—				—				(10,500	)			—				—				(10,500	)			—				—				—				—				—				(10,500	)
Change in net deferred income taxes recognized upon the completion of the Internal Restructuring			—				—				25,729				—				—				25,729				—				—				—				—				—				25,729
Proceeds from initial public offering of common shares ($19 per share), net of offering costs of $48,296			33,925				339				595,940				—				—				596,279				—				—				—				—				—				596,279

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Table of Contents

																																										ANR
		Alpha Natural Resources, Inc.																								Alpha NR Holding, Inc.																Fund IX
																																										Holdings,
																																										L.P.				Total
																																														Stockholders’
		Common Stock								Additional				Unearned								Total								Additional								Total								Equity and
										Paid-In				Stock-based				Accumulated				Stockholders’				Common				Paid-In				Retained				Stockholder’s				Partners’				Partners’
		Shares				Amount				Capital				Compensation				Deficit				Equity				Stock				Capital				Earnings				Equity				Capital				Capital
		(In thousands, except per share amounts)
Distribution of net proceeds received from underwriters’ exercise of over- allotment option			—				—				(71,135	)			—				—				(71,135	)			—				—				—				—				—				(71,135	)
Amortization of unearned stock-based compensation			—				—				—				10,056				—				10,056				—				—				—				—				—				10,056
Cancellation of nonvested stock options			—				—				(443	)			443				—				—				—				—				—				—				—				—
Net income subsequent to Internal Restructuring			—				—				—				—				6,102				6,102				—				—				—				—				—				6,102
Balances, September 30, 2005			62,213			$	622			$	146,372			$	(18,623	)		$	6,102			$	134,473			$	—			$	—			$	—			$	—			$	—			$	134,473

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Table of Contents

						Nine Months Ended
						September 30,
						2005				2004
						(In thousands)
Operating activities:
	Net income					$	8,801			$	18,900
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation, depletion and amortization					45,805				39,352
		Amortization and write-off of debt issuance costs					1,325				4,039
		Minority interest					2,846				19,562
		Accretion of asset retirement obligation					2,463				2,902
		Virginia tax credit					(343	)			(1,930	)
		Stock-based compensation — non-cash					35,694				—
		Provision for bad debts					44				298
		Amortization of deferred gains on sales of property interests					(595	)			(690	)
		Amortization of deferred gain on railroad incentives					(478	)			—
		Loss on settlement of asset retirement obligation					490				636
		Asset impairment charge					—				5,100
		Write-off of advance royalties					—				1,099
		Gains on sales of fixed assets, net					(11	)			(342	)
		Gain on sale of discontinued operations					(704	)			—
		Deferred income taxes					2,668				2,448
		Changes in operating assets and liabilities:
			Trade accounts receivable				(56,073	)			(27,568	)
			Notes and other receivables				(1,087	)			(183	)
			Inventories				(48,294	)			(19,841	)
			Prepaid expenses and other current assets				13,438				9,478
			Other assets				(5,148	)			(1,497	)
			Trade accounts payable				20,868				18,534
			Accrued expenses and other current liabilities				(4,691	)			26,341
			Workers’ compensation benefits				367				2,274
			Postretirement medical benefits				6,589				2,828
			Asset retirement obligation				(2,919	)			(2,495	)
			Other liabilities				569				2
				Net cash provided by operating activities			21,624				99,247
Investing activities:
	Capital expenditures						(95,919	)			(52,984	)
	Proceeds from disposal of property, plant and equipment						5,282				595
	Purchase of net assets of acquired companies						(961	)			(2,891	)
	Equity investments						(1,234	)			(3,250	)
	Payment of additional consideration on acquisition						(5,000	)			—
	Issuance of note receivable to coal supplier						—				(10,000	)
	Collections on note receivable from coal supplier						4,442				675
	Increase in due from affiliate						—				620
				Net cash used in investing activities			(93,390	)			(67,235	)
Financing activities:
	Repayments of notes payable						(12,413	)			(11,787	)
	Proceeds from issuance of long-term debt						73,000				175,000
	Repayments on long-term debt						(1,323	)			(64,920	)
	Increase in bank overdraft						5,483				396
	Proceeds from initial public offering, net of offering costs						598,066				—
	Repayment of restructuring notes payable						(517,692	)			—
	Distributions to prior members of ANR Holdings, LLC subsequent to Internal Restructuring						(72,335	)			—
	Distributions to prior members of ANR Holdings, LLC prior to Internal Restructuring						(7,732	)			(115,573	)
	Debt issuance costs						(568	)			(10,563	)
				Net cash provided by (used in) financing activities			64,486				(27,447	)
				Net increase (decrease) in cash and cash equivalents			(7,280	)			4,565
Cash and cash equivalents at beginning of period							7,391				11,246
Cash and cash equivalents at end of period						$	111			$	15,811

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Table of Contents

(1)	Business and Basis of Presentation

	Organization and Business

	Basis of Presentation

(2)	Earnings Per Share

F-8

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Table of Contents

	Net Income (Loss) Per Share, as Adjusted

F-9

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Table of Contents

			Three Months Ended								Nine Months Ended
			September 30,								September 30,
			2005				2004				2005				2004
Numerator:
	Reported income from continuing operations		$	8,210			$	7,267			$	9,015			$	21,127
	Deduct: Income tax effect of ANR Fund IX Holdings, L.P. income from continuing operations prior to Internal Restructuring			—				(402	)			(91	)			(1,124	)
	Income from continuing operations, as adjusted			8,210				6,865				8,924				20,003
	Reported loss from discontinued operations			—				(1,846	)			(214	)			(2,227	)
	Add: Income tax effect of ANR Fund IX Holdings, L.P. loss from discontinued operations prior to Internal Restructuring			—				120				2				139
	Loss from discontinued operations, as adjusted			—				(1,726	)			(212	)			(2,088	)
	Net income, as adjusted		$	8,210			$	5,139			$	8,712			$	17,915
Denominator:
	Weighted average shares — denominator for basic			61,259,314				13,998,911				53,184,066				13,998,911
	Dilutive effect of stock options and restricted stock grants			648,706				—				382,403				—
	Adjusted weighted average shares for diluted			61,908,020				13,998,911				53,566,469				13,998,911
Net income per basic share, as adjusted:
	Income from continuing operations, as adjusted		$	0.13			$	0.49			$	0.17			$	1.43
	Loss from discontinued operations, as adjusted			—				(0.12	)			(0.01	)			(0.15	)
	Net income per basic share, as adjusted		$	0.13			$	0.37			$	0.16			$	1.28
Net income per diluted share, as adjusted:
	Income from continuing operations, as adjusted		$	0.13			$	0.49			$	0.17			$	1.43
	Loss from discontinued operations, as adjusted			—				(0.12	)			(0.01	)			(0.15	)
	Net income per diluted share, as adjusted		$	0.13			$	0.37			$	0.16			$	1.28

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Table of Contents

	Pro Forma Net Income (Loss) Per Share

	(i) the additional income taxes on the portion of reported pre-tax income (loss) attributable to the portion owned by ANR Fund IX Holdings, L.P. for the periods from January 1, 2005 to February 11, 2005, and from January 1, 2004 to September 30, 2004;
	(ii) the add back of minority interest for the periods from January 1, 2005 to February 11, 2005, and from January 1, 2004 to September 30, 2004 because the ownership held by the minority interest owners of ANR Holdings were exchanged for shares of Alpha National Resources, Inc. as part of the Internal Restructuring;
	(iii) the additional income taxes that would have been incurred by the Company on the minority interest added back for the periods from January 1, 2005 to February 11, 2005, and from January 1, 2004 to September 30, 2004; and
	(iv) the issuance of $175,000 principal amount of 10% senior notes due 2012 by our subsidiaries Alpha Natural Resources, LLC and Alpha Natural Resources Capital Corp. and the entry by Alpha Natural Resources, LLC into a $175,000 credit facility in May 2004, which we refer to as the 2004 Financings, as if these transactions had occurred on January 1, 2004.

	(i) the retroactive impact of the common shares received by the FR Affiliates in exchange for their ownership in ANR Holdings in connection with the Internal Restructuring on a weighted-average outstanding share basis as being outstanding as of January 1, 2004;
	(ii) the retroactive impact of the common shares issued to the minority interest owners of ANR Holdings in connection with the Internal Restructuring, including the immediately vested shares granted to management, on a weighted-average outstanding share basis as being outstanding as of January 1, 2004;
	(iii) the unvested shares granted to management that vest over the two-year period from January 1, 2005 to December 31, 2006 have been included in the basic computation on a weighted-average outstanding share basis which is based on the monthly vesting beginning as of January 1, 2005; and
	(iv) the retroactive impact of the 33,925,000 new shares issued in connection with the initial public offering on a weighted-average outstanding share basis as being outstanding as of January 1, 2004 since 100 percent of the net proceeds from the initial public offering was distributed to the previous owners of ANR Holdings.

F-11

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Table of Contents

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2005				2004				2005				2004
Pro forma revenues		$	397,689			$	341,709			$	1,127,480			$	924,307
Pro forma net income			8,210				8,613				10,888				28,430

							Nine Months Ended
							September 30,
			Three Months Ended
			September 30, 2004				2005				2004
Numerator:
	Reported income from continuing operations		$	7,267			$	9,015			$	21,127
	Deduct: Income tax effect of ANR Fund IX Holdings, L.P. income from continuing operations prior to Internal Restructuring			(402	)			(91	)			(1,124	)
	Deduct: Pro forma effects of the 2004 Financings, net of income taxes			—				—				(1,614	)
	Add: Minority interest in income from continuing operations, net of income tax effect			4,948				2,231				13,848
	Pro forma income from continuing operations			11,813				11,155				32,237
	Reported income loss from discontinued operations			(1,846	)			(214	)			(2,227	)
	Add: Income tax effect of ANR Fund IX Holdings, L.P. loss from discontinued operations prior to Internal Restructuring			120				2				139
	Add: Minority interest in loss from discontinued operations, net of income tax effect			(1,474	)			(55	)			(1,719	)
	Pro forma loss from discontinued operations			(3,200	)			(267	)			(3,807	)
	Pro forma net income		$	8,613			$	10,888			$	28,430
Pro forma denominator:
	Weighted average shares — denominator for basic			60,867,650				61,092,832				60,867,650
	Dilutive effect of stock options and restricted stock grants			444,201				584,389				379,183
	Adjusted weighted average shares for diluted			61,311,851				61,677,221				61,246,833
Pro forma net income per basic share:
	Pro forma income from continuing operations		$	0.19			$	0.18			$	0.53
	Pro forma loss from discontinued operations			(0.05	)			—				(0.06	)
	Pro forma net income per basic share		$	0.14			$	0.18			$	0.47
Pro forma net income per diluted share:
	Pro forma income from continuing operations		$	0.19			$	0.18			$	0.52
	Pro forma income loss from discontinued operations			(0.05	)			—				(0.06	)
	Pro forma net income per diluted share		$	0.14			$	0.18			$	0.46

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Table of Contents

	Pro Forma Earnings Per Share Disclosure Provisions of SFAS No. 123

			Three Months				Nine Months
			Ended				Ended
			September 30, 2005				September 30, 2005
Net income (pro forma net income for the nine months ended September 30, 2005)			$	8,210			$	10,888
Add: Stock-based compensation expense included in pro forma net income, net of income taxes				2,362				40,391
Deduct: Total stock-based compensation expense determined under fair-value based method, net of income taxes				(2,572	)			(40,945	)
Pro forma net income, adjusted for effect of fair value of stock options			$	8,000			$	10,334
Income per share:
	Basic and diluted — pro forma (see above)		$	0.13			$	0.18
	Basic and diluted — pro forma, adjusted		$	0.13			$	0.17

Expected life (years)			4.0
Expected volatility			38.0	%
Risk-free interest rate			3.38	%
Expected annual dividend		$	0.10

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Table of Contents

(3)	Inventories

			September 30,				December 31,
			2005				2004
Raw coal			$	5,473			$	3,888
Saleable coal				87,982				42,899
Materials and supplies				9,401				7,782
	Total inventories		$	102,856			$	54,569

(4)	Long-Term Debt

				September 30,				December 31,
				2005				2004
10% Senior notes due 2012				$	175,000			$	175,000
Revolving credit facility					81,000				8,000
Variable rate term notes					586				1,466
Capital lease obligation					1,623				1,995
Other					—				16
		Total long-term debt			258,209				186,477
	Less current portion				1,046				1,693
		Long-term debt, net of current portion		$	257,163			$	184,784

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Table of Contents

(5)	Asset Retirement Obligation

	Total asset retirement obligation at December 31, 2004		$	39,579
Accretion for the nine months ended September 30, 2005				2,463
Sites added during the nine months ended September 30, 2005				1,156
Expenditures for the nine months ended September 30, 2005				(2,919	)
Loss on settlement of asset retirement obligation				371
Revision to estimate				325
	Total asset retirement obligation at September 30, 2005		$	40,975

(6)	Stock-Based Compensation Awards

		Number of				Exercise
		Options				Price
Outstanding at January 1, 2005			596,985			$	12.73
Granted at initial public offering			692,905			$	19.00
Additional grants			70,000			$	23.69
Exercised			—				—
Forfeited			(90,696	)		$	14.11
Outstanding at September 30, 2005			1,269,194			$	16.66

F-15

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(7)	Postretirement Benefits Other Than Pensions

			Three Months								Nine Months
			Ended								Ended
			September 30,								September 30,
			2005				2004				2005				2004
Service cost			$	940			$	925			$	2,884			$	1,323
Interest cost				601				525				1,856				837
Amortization of net (gain) or loss				10				(6	)			19				(18	)
Amortization of prior service cost				535				698				1,841				698
	Net periodic benefit cost		$	2,086			$	2,142			$	6,600			$	2,840

(8)	Related Party Transactions

			September 30,				December 31,
			2005				2004
AMCI			$	14,271			$	7,121
Robindale Energy & Subsidiary				34				6
	Total		$	14,305			$	7,127

			September 30,				December 31,
			2005				2004
AMCI			$	2,400			$	262
First Reserve Fund IX, L.P.				4,500				—
Robindale Energy & Subsidiary				139				42
	Total		$	7,039			$	304

F-16

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(9)	Segment Information

										Corporate
		Coal								and
		Operations				All Other				Eliminations				Consolidated
Revenues		$	394,331			$	9,084			$	(5,726	)		$	397,689
Depreciation, depletion, and amortization			15,543				361				373				16,277
EBITDA, as adjusted			46,144				468				(12,144	)			34,468
Capital expenditures			29,312				—				86				29,398
Total assets			536,792				72,019				13,287				622,098

										Corporate
		Coal								and
		Operations				All Other				Eliminations				Consolidated
Revenues		$	1,116,447			$	29,313			$	(18,280	)		$	1,127,480
Depreciation, depletion, and amortization			43,037				1,149				1,335				45,521
EBITDA, as adjusted			162,519				2,809				(74,008	)			91,320
Capital expenditures			94,770				322				517				95,609

F-17

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										Corporate
		Coal								and
		Operations				All Other				Eliminations				Consolidated
Revenues		$	337,950			$	6,771			$	(3,012	)		$	341,709
Depreciation, depletion, and amortization			13,447				246				500				14,193
EBITDA, as adjusted			47,039				351				(10,135	)			37,255
Capital expenditures			18,918				105				116				19,139
Total assets			390,341				76,337				(8,855	)			457,823

										Corporate
		Coal								and
		Operations				All Other				Eliminations				Consolidated
Revenues		$	912,810			$	20,111			$	(8,614	)		$	924,307
Depreciation, depletion, and amortization			36,652				740				1,491				38,883
EBITDA, as adjusted			135,943				2,191				(35,771	)			102,363
Capital expenditures			51,787				248				449				52,484

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2005				2004				2005				2004
Total segment EBITDA, as adjusted, from continuing operations		$	34,468			$	37,255			$	91,320			$	102,363
Interest expense			(6,636	)			(5,666	)			(19,400	)			(14,497	)
Interest income			197				230				675				331
Income tax expense from continuing operations			(3,542	)			(2,379	)			(15,141	)			(5,852	)
Depreciation, depletion and amortization from continuing operations			(16,277	)			(14,193	)			(45,521	)			(38,883	)
Minority interest in income from continuing operations			—				(7,980	)			(2,918	)			(22,335	)
Income from continuing operations		$	8,210			$	7,267			$	9,015			$	21,127

(10)	Contingencies

(a)	Guarantees and Financial Instruments with Off-balance Sheet Risk

F-18

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(b)	Litigation

(c)	Hurricane Katrina

(11)	Discontinued Operations

F-19

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			Three Months								Nine Months
			Ended								Ended
			September 30,								September 30,
			2005				2004				2005				2004
Total revenues			$	—			$	5,255			$	4,523			$	12,756
Total costs and expenses				—				10,510				5,607				18,887
Gain on sale of discontinued operations				—				—				704				—
	Loss from operations			—				(5,255	)			(380	)			(6,131	)
Miscellaneous income				—				7				1				11
Income tax benefit from discontinued operations				—				(1,024	)			(93	)			(1,120	)
Minority interest in loss from discontinued operations				—				(2,378	)			(72	)			(2,773	)
Loss from discontinued operations			$	—			$	(1,846	)		$	(214	)		$	(2,227	)

(12)	Income Taxes

F-20

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			Three Months Ended								Nine Months Ended
			September 30,								September 30,
			2005				2004				2005				2004
Current tax expense:
	Federal		$	2,149			$	944			$	10,833			$	2,573
	State			314				18				1,629				65
				2,463				962				12,462				2,638
Deferred tax expense:
	Federal			868				1,113				2,155				2,437
	State			211				304				524				777
				1,079				1,417				2,679				3,214
Total income tax expense:
	Federal			3,017				2,057				12,988				5,010
	State			525				322				2,153				842
			$	3,542			$	2,379			$	15,141			$	5,852

				Three Months Ended								Nine Months Ended
				September 30,								September 30,
				2005				2004				2005				2004
Federal statutory income tax expense				$	4,114			$	6,169			$	9,476			$	17,260
Increases (reductions) in taxes due to:
	Percentage depletion allowance				(1,137	)			(800	)			(7,700	)			(3,005	)
	Extraterritorial income exclusion				(541	)			—				(1,246	)			—
	Deduction for domestic production activities				(68	)			—				(347	)			—
	State taxes, net of federal tax impact				342				209				1,398				547
	Stock-based compensation				1,031				—				14,385				—
	Change in valuation allowance				(260	)			(54	)			137				(203	)
	Taxes not provided for minority interest				—				(2,572	)			(1,001	)			(7,743	)
	Taxes not provided for pass-through entity				—				(259	)			(133	)			(781	)
	Other, net				61				(314	)			172				(223	)
		Actual income tax expense		$	3,542			$	2,379			$	15,141			$	5,852

F-21

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					September 30,				December 31,
					2005				2004
Deferred tax assets:
	Investment in limited liability company subsidiary				$	123,696			$	—
	Net operating loss carryforwards					2,212				5,598
	Alternative minimum tax credit carryforward					5,489				1,249
	Charitable contribution carryforwards					93				207
		Gross deferred tax assets				131,490				7,054
	Less valuation allowance					(108,584	)			(1,374	)
		Total net deferred tax assets				22,906				5,680
Deferred tax liabilities:
	Investment in limited liability company subsidiary					—				(6,869	)
	Virginia tax credit					(2,889	)			(1,855	)
		Total deferred tax liabilities				(2,889	)			(8,724	)
			Net deferred tax asset (liability)		$	20,017			$	(3,044	)

ANR Fund IX Holdings, L.P. and Alpha NR Holding, Inc. and Subsidiaries:
Deferred tax liability balance at December 31, 2004		$	(3,044	)
Deferred tax benefit recorded in period from January 1, 2005 to February 11, 2005 for continuing and discontinued operations			192
Deferred tax liability balance at February 11, 2005		$	(2,852	)
Alpha Natural Resources, Inc.:
Deferred tax liability balance on February 12, 2005		$	(2,852	)
Estimated deferred tax asset generated from the Internal Restructuring			132,637
Valuation allowance established at the time of the Internal Restructuring			(106,908	)
Net deferred taxes recorded as part of Internal Restructuring, with offsetting increase to additional paid-in capital			25,729
Deferred tax expense recorded in period from February 12, 2005 to September 30, 2005 for continuing and discontinued operations			(2,860	)
Net deferred tax asset at September 30, 2005		$	20,017

F-22

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				September 30,				December 31,
				2005				2004
Current asset				$	401			$	4,674
Current liability					—				—
	Net current asset				401				4,674
Noncurrent asset					22,505				1,006
Noncurrent liability					(2,889	)			(8,724	)
	Net noncurrent asset (liability)				19,616				(7,718	)
		Total net deferred tax asset (liability)		$	20,017			$	(3,044	)

(13)	New Accounting Pronouncements

(14)	Subsequent Events

	Acquisition

F-23

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	Debt Refinancing

F-24

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F-25

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				Pro Forma				December 31,
				December 31,
				2004				2004				2003
				(Unaudited)
				(In thousands)
ASSETS
Current assets:
	Cash and cash equivalents			$	7,391			$	7,391			$	11,246
	Trade accounts receivable, net				95,828				95,828				70,205
	Notes and other receivables				10,835				10,835				4,742
	Inventories				54,569				54,569				33,113
	Due from affiliate				323				323				3,770
	Deferred income taxes				—				4,674				489
	Prepaid expenses and other current assets				28,915				28,915				19,256
		Total current assets			197,861				202,535				142,821
Property, plant, and equipment, net					217,964				217,964				198,147
Goodwill					18,641				18,641				17,121
Other intangibles, net					1,155				1,155				2,896
Other assets					36,826				36,826				18,351
		Total assets		$	472,447			$	477,121			$	379,336
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) AND PARTNERS’ CAPITAL
Current liabilities:
	Current portion of long-term debt			$	1,693			$	1,693			$	13,329
	Note payable				15,228				15,228				14,425
	Notes payable to affiliates				517,692				—				—
	Bank overdraft				10,024				10,024				5,854
	Trade accounts payable				51,050				51,050				41,357
	Accrued expenses and other current liabilities				68,283				68,283				35,142
		Total current liabilities			663,970				146,278				110,107
Long-term debt, net of current portion					184,784				184,784				57,210
Workers’ compensation benefits					4,678				4,678				1,660
Postretirement medical benefits					15,637				15,637				10,662
Asset retirement obligation					32,888				32,888				32,607
Deferred gains on sale of property interests					5,516				5,516				6,934
Deferred income taxes					—				7,718				823
Other liabilities					15,411				4,911				6,486
		Total liabilities			922,884				402,410				226,489
Minority interest					—				28,778				66,480
Stockholder’s equity (deficit) and partners’ capital:
Alpha Natural Resources, Inc.:
	Preferred stock — par value $0.01, 10,000,000 shares authorized, none issued				—				—				—
	Common stock — par value $0.01, 100,000,000 shares authorized, 28,287,580 shares issued and outstanding				283				—				—
	Deficit capital				(450,720	)			—				—
	Retained earnings				—				—				—
		Total Alpha Natural Resources, Inc. stockholders’ (deficit)			(450,437	)			—				—
Alpha NR Holding, Inc.:
	Preferred stock — par value $0.01, 1,000 shares authorized, none issued				—				—				—
	Common stock — par value $0.01, 1,000 shares authorized, 100 shares issued and outstanding				—				—				—
	Additional paid-in capital				—				22,153				75,710
	Retained earnings				—				18,828				1,442
		Total Alpha NR Holding, Inc. stockholder’s equity			—				40,981				77,152
Alpha Fund IX Holdings, L.P.:
	Partners’ capital				—				4,952				9,215
		Total stockholder’s equity (deficit) and partners’ capital			(450,437	)			45,933				86,367
		Total liabilities and stockholder’s equity (deficit) and partners’ capital		$	472,447			$	477,121			$	379,336

F-26

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					Company													Predecessor
													Period from					Period from
					Year Ended								December 14,					January 1,
					December 31,								2002 to					2002 to
													December 31,					December 13,
					2004				2003				2002					2002
					(In thousands)
Revenues:
	Coal revenues				$	1,079,733			$	694,591			$	6,260				$	154,715
	Freight and handling revenues					141,100				73,800				1,009					17,001
	Other revenues					31,869				13,458				101					6,031
		Total revenues				1,252,702				781,849				7,370					177,747
Costs and expenses:
	Cost of coal sales (exclusive of items shown separately below)					920,359				626,265				6,268					158,924
	Freight and handling costs					141,100				73,800				1,009					17,001
	Cost of other revenues					22,994				12,488				120					7,973
	Depreciation, depletion and amortization					55,261				35,385				274					6,814
	Selling, general and administrative expenses (exclusive of depreciation and amortization shown separately above)					43,881				21,926				471					8,797
	Costs to exit business					—				—				—					25,274
		Total costs and expenses				1,183,595				769,864				8,142					224,783
Refund of federal black lung excise tax						—				—				—					2,049
Other operating income, net						—				—				—					1,430
		Income (loss) from operations				69,107				11,985				(772	)				(43,557	)
Other income (expense):
	Interest expense					(20,041	)			(7,848	)			(203	)				(35	)
	Interest income					531				103				6					2,072
	Miscellaneous income					722				574				—					—
		Total other income (expense), net				(18,788	)			(7,171	)			(197	)				2,037
		Income (loss) from continuing operations before income taxes and minority interest				50,319				4,814				(969	)				(41,520	)
Income tax expense (benefit)						5,150				898				(334	)				(17,198	)
		Income (loss) before minority interest				45,169				3,916				(635	)				(24,322	)
Minority interest						22,781				1,164				—					—
		Income (loss) from continuing operations				22,388				2,752				(635	)				(24,322	)
Discontinued operations (note 30):
		Loss from discontinued operations before income taxes and minority interest				(6,514	)			(950	)			—					—
Income tax benefit						(1,190	)			(230	)			—					—
Minority interest						(2,951	)			(230	)			—					—
		Loss from discontinued operations				(2,373	)			(490	)			—					—
			Net income (loss)		$	20,015			$	2,262			$	(635	)			$	(24,322	)

F-27

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							Retained								Net				Deferred
							Earnings								Receivables				Taxes
			Capital				(Accumulated				Company				from				Receivable
Predecessor			Contributions				Deficit)				Equity				Affiliates				from Parent				Total
			(In thousands)
Balances, December 31, 2001			$	—			$	—			$	211,313			$	(279,374	)		$	(68,532	)		$	(136,593	)
	Net loss			—				—				(24,322	)			—				—				(24,322	)
	Capital contribution			—				—				329,964				(329,964	)			—				—
	Affiliate transactions, net			—				—				—				35,937				—				35,937
	Deferred taxes receivable from parent			—				—				—				—				(8,023	)			(8,023	)
	Other			—				—				—				—				4				4
Balances, December 13, 2002			$	—			$	—			$	516,955			$	(573,401	)		$	(76,551	)		$	(132,997	)

															Total								Total
											Retained				Alpha NR								Stockholder’s
							Additional				Earnings				Holding, Inc.								Equity and
			Common				Paid-In				(Accumulated				Stockholder’s				Partners’				Partners’
Company			Stock				Capital				Deficit)				Equity				Capital				Capital
Balances, December 14, 2002			$	—			$	—			$	—			$	—			$	—			$	—
	Net loss			—				—				(529	)			(529	)			(106	)			(635	)
	Contributed capital			—				—				—				—				2,635				2,635
	Issuance of common stock			—				21,384				—				21,384				—				21,384
Balances, December 31, 2002				—				21,384				(529	)			20,855				2,529				23,384
	Net income			—				—				1,971				1,971				291				2,262
	Contributed capital			—				15,153				—				15,153				1,868				17,021
	Notes payable to affiliate contributed to capital			—				39,173				—				39,173				4,827				44,000
	Noncash distribution of Virginia Tax Credit			—				—				—				—				(300	)			(300	)
Balances, December 31, 2003				—				75,710				1,442				77,152				9,215				86,367
	Net income			—				—				17,386				17,386				2,629				20,015
	Noncash distribution of Virginia Tax Credit			—				—				—				—				(292	)			(292	)
	Distributions			—				(53,557	)			—				(53,557	)			(6,600	)			(60,157	)
Balances, December 31, 2004			$	—			$	22,153			$	18,828			$	40,981			$	4,952			$	45,933

F-28

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						Company													Predecessor
														Period from					Period from
														December 14,					January 1,
						Year Ended December 31,								2002 to					2002 to
														December 31,					December 13,
						2004				2003				2002					2002
						(In thousands)
Operating activities:
	Net income (loss)					$	20,015			$	2,262			$	(635	)			$	(24,322	)
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
		Depreciation, depletion and amortization					56,012				36,054				274					6,814
		Amortization and write-off of debt issuance costs					4,474				1,276				59					—
		Minority interest					19,830				934				—					—
		Accretion of asset retirement obligation					3,301				2,699				57					—
		Virginia tax credit					(4,872	)			(4,313	)			—					—
		Stock-based compensation					91				—				—					—
		Bad debt provision					152				68				5					1,296
		Net pension credit					—				—				—					(928	)
		Loss on settlement of asset retirement obligation					762				—				—					—
		Asset impairment charge					5,100				—				—					—
		Provision for non-recoupable advance mining royalties					758				—				—					—
		Amortization of deferred gains on sales of property interests					(959	)			(618	)			—					—
		Gain on sale of fixed assets, net					(671	)			—				—					—
		Deferred income taxes					2,711				668				(334	)				(8,023	)
		Other, net					—				—				—					11
		Changes in operating assets and liabilities:
			Trade accounts receivable				(25,775	)			(21,056	)			(7,472	)				5,244
			Notes and other receivables				(1,062	)			(2,358	)			—					—
			Inventories				(21,040	)			13,014				549					—
			Prepaid expenses and other current assets				5,568				793				(138	)				(5,418	)
			Other assets				805				(3,051	)			—					(1,850	)
			Trade accounts payable				9,742				12,234				4,057					(3,925	)
			Accrued expenses and other current liabilities				27,243				16,392				4,706					(15,115	)
			Workers’ compensation benefits				3,018				1,660				—					1,879
			Postretirement medical benefits				4,975				1,236				36					6,710
			Asset retirement obligation expenditures				(3,306	)			(2,252	)			—					(1,270	)
			Other liabilities				(96	)			(1,538	)			(1,459	)				25,081
				Net cash provided by (used in) operating activities		$	106,776			$	54,104			$	(295	)			$	(13,816	)

F-29

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				Company													Predecessor
												Period from					Period from
												December 14,					January 1,
				Year Ended December 31,								2002 to					2002 to
												December 31,					December 13,
				2004				2003				2002					2002
				(In thousands)
Investing activities:
	Capital expenditures			$	(72,046	)		$	(27,719	)		$	(960	)			$	(21,866	)
	Proceeds from disposition of property, plant, and equipment				1,096				65,174				—					76
	Purchase of net assets of acquired companies				(2,891	)			(133,757	)			(37,202	)				—
	Purchase of equity investment				(4,500	)			—				—					—
	Issuance of note receivable to coal supplier, net of collections of $1,519				(8,481	)			—				—					—
	Deferred acquisition costs				—				—				(731	)				—
	Decrease (increase) in due from affiliate				620				(3,770	)			—					—
	Other, net				—				—				—					(264	)
		Net cash used in investing activities			(86,202	)			(100,072	)			(38,893	)				(22,054	)
Financing activities:
	Repayments of notes payable				(14,425	)			(15,600	)			—					—
	Proceeds from issuance of long-term debt				175,000				58,518				—					—
	Repayments on long-term debt				(61,422	)			(30,054	)			—					—
	Increase in bank overdraft				4,170				5,854				—					—
	Debt issuance costs				(10,525	)			(5,181	)			(340	)				—
	Deferred common stock offering costs				(1,655	)			—				—					—
	Advances from affiliates				—				20,047				23,953					35,783
	Capital contributions				—				3,118				2,635					—
	Issuance of common stock				—				15,153				21,384					—
	Distributions to owners				(60,156	)			—				—					—
	Distributions to minority interest				(55,416	)			(3,085	)			—					—
		Net cash provided by (used in) financing activities			(24,429	)			48,770				47,632					35,783
		Net increase (decrease) in cash and cash equivalents			(3,855	)			2,802				8,444					(87	)
Cash and cash equivalents at beginning of period					11,246				8,444				—					175
Cash and cash equivalents at end of period				$	7,391			$	11,246			$	8,444				$	88

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(1)	Business and Basis of Presentation

	Organization and Business

	Operating Subsidiaries of Alpha Natural Resources, LLC

	•	Paramont Coal Company Virginia, LLC
	•	Dickenson-Russell Coal Company, LLC
	•	Alpha Terminal Company, LLC
	•	Alpha Land and Reserves, LLC
	•	AMFIRE, LLC and Subsidiaries
	•	McDowell-Wyoming Coal Company, LLC and Subsidiaries

	•	Alpha Coal Sales Co., LLC
	•	Alpha Natural Resources Capital Corp.
	•	Alpha Natural Resources Services, LLC

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	•	Maxxim Rebuild Co., LLC
	•	Maxxim Shared Services, LLC

	•	Maxxum Carbon Resources, LLC
	•	Esperanza Coal Co., LLC

	Principles of Combination

	Predecessor

	The Company

	Subsequent Internal Restructuring and Initial Public Offering

	•	Alpha Coal Management, LLC (ACM) was dissolved and liquidated, after which (1) the interests in ANR Holdings previously held by ACM were distributed to and held directly by the Company’s officers and employees who were owners of ACM prior to its dissolution and (2) outstanding

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		options to purchase units in ACM were automatically converted into options to purchase up to 596,985 shares of Alpha Natural Resources, Inc. common stock at an exercise price of $12.73 per share, and Alpha Natural Resources, Inc. assumed the obligations of ACM under the Alpha Coal Management, LLC 2004 Long-Term Incentive Plan.
	•	Alpha Natural Resources, Inc. assumed the obligations of ANR Holdings to make distributions to (1) affiliates of AMCI in an aggregate amount of $6,000, representing the approximate incremental tax resulting from the recognition of additional tax liability resulting from the Internal Restructuring and (2) First Reserve Fund IX, L.P. in an aggregate amount of approximately $4,500, representing the approximate value of tax attributes conveyed as a result of the Internal Restructuring (collectively, the Sponsor Distributions). The Sponsor Distributions to affiliates of AMCI are payable in five equal installments on the dates for which estimated income tax payments are due in each of April 2005, June 2005, September 2005, January 2006 and April 2006. The Sponsor Distributions to First Reserve Fund IX, L.P. are payable in three installments of approximately $2,100, $2,100 and $300 on December 15, 2007, 2008 and 2009, respectively. The Sponsor Distributions will be payable in cash or, to the extent Alpha Natural Resources, Inc. is not permitted by the terms of the senior credit facility or the indenture governing the senior notes to pay the Sponsor Distributions in cash, in shares of Alpha Natural Resources, Inc. common stock.
	•	First Reserve Fund IX, L.P., the direct parent of Alpha NR Holding, Inc., contributed all of the outstanding common stock of Alpha NR Holding, Inc. to Alpha Natural Resources, Inc. in exchange for 12,462,992 shares of Alpha Natural Resources, Inc. common stock and demand promissory notes in an aggregate adjusted principal amount of $206,734.
	•	ANR Fund IX Holdings, L.P., Madison Capital Funding, LLC and affiliates of AMCI contributed all of their membership interests in ANR Holdings to Alpha Natural Resources, Inc. in exchange for 13,052,431 shares of Alpha Natural Resources, Inc. common stock and demand promissory notes in an aggregate adjusted principal amount of $310,958.
	•	The officers and employees who were the members of ACM contributed all of their interests in ANR Holdings to Alpha Natural Resources, Inc. in exchange for 2,772,157 shares of Alpha Natural Resources, Inc. common stock.
	•	The Board of Directors of Alpha Natural Resources, Inc. declared a pro rata distribution to the former members of ANR Holdings in an aggregate amount equal to the net proceeds Alpha Natural Resources, Inc. received upon the exercise by the underwriters of their over-allotment option with respect to the public offering described below.
	•	Alpha Natural Resources, Inc. recorded a change of $3,044 in net deferred income taxes (an estimated increase of $100,600 in gross deferred tax assets, less an estimated increase of $97,556 in the valuation allowance for deferred tax assets) recognized upon the completion of the Internal Restructuring.
	•	The Company, the FR Affiliates and affiliates of AMCI amended certain of the post-closing arrangements previously entered into as part of the Company’s acquisition of U.S. AMCI.
	•	Alpha Natural Resources, Inc. contributed the membership interests in ANR Holdings received in the Internal Restructuring to Alpha NR Holding, Inc. and another indirect wholly-owned subsidiary of Alpha Natural Resources, Inc.

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		Year Ended December 31,
		2004		2003
Pro forma revenues		$1,269,718		$902,766
Pro forma net income		29,637		536

		Year Ended
		December 31,
		2004				2003
Reported income from continuing operations		$	22,388			$	2,752
Add: Pro forma results of operations related to the 2003 Acquisitions, net of income taxes			—				3,507
Deduct: Income tax effect of ANR Fund IX Holdings, L.P. income from continuing operations prior to Internal Restructuring			(1,149	)			(138	)
Deduct: Pro forma effects of the 2004 Financings, net of income taxes			(1,672	)			(7,728	)
Add: Elimination of minority interest in income from continuing operations, net of income tax effects of Internal Restructuring			14,124				2,822
Pro forma income from continuing operations			33,691				1,215
Reported loss from discontinued operations			(2,373	)			(490	)
Add: Income tax effect of ANR Fund IX Holdings, L.P. loss from discontinued operations prior to Internal Restructuring			149				27
Deduct: Elimination of minority interest in loss from discontinued operations, net of income tax effects of Internal Restructuring			(1,830	)			(216	)
Pro forma loss from discontinued operations			(4,054	)			(679	)
Pro forma net income		$	29,637			$	536

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			Year Ended December 31,
			2004				2003
Pro forma earnings per share data:
Net income per basic share:
	Income from continuing operations		$	1.25			$	0.05
	Loss from discontinued operations		$	(0.15	)		$	(0.03	)
	Net income per basic share		$	1.10			$	0.02
Shares outstanding — basic				26,942,650				26,942,650
Net income per diluted share:
	Income from continuing operations		$	1.18			$	0.04
	Loss from discontinued operations		$	(0.14	)		$	(0.02	)
	Net income per basic share		$	1.04			$	0.02
Shares outstanding — diluted				28,484,586				28,484,586

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			Year Ended December 31,
			2004				2003
Pro forma, as adjusted, earnings per share data:
Net income per basic share:
	Income from continuing operations		$	0.55			$	0.02
	Loss from discontinued operations		$	(0.06	)		$	(0.01	)
	Net income per basic share		$	0.49			$	0.01
Shares outstanding — basic				60,867,650				60,867,650
Net income per diluted share:
	Income from continuing operations		$	0.54			$	0.02
	Loss from discontinued operations		$	(0.07	)		$	(0.01	)
	Net income per basic share		$	0.47			$	0.01
Shares outstanding — diluted				62,409,586				62,409,586

(2)	Summary of Significant Accounting Policies and Practices

(a)	Cash and Cash Equivalents

(b)	Trade Accounts Receivable and Allowance for Doubtful Accounts

Bad debt provision		$	5
Balance as of December 31, 2002			5
Bad debt provision			68
Balance as of December 31, 2003			73
Bad debt provision			152
Bad debt write-offs			(132	)
Balance as of December 31, 2004		$	93

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(c)	Inventories

(d)	Property, Plant, and Equipment

(e)	Impairment of Long-Lived Assets

(f)	Goodwill and Other Intangible Assets

(g)	Health Insurance Programs

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(h)	Income Taxes

(i)	Asset Retirement Obligation

(j)	Royalties

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Balance as of December 31, 2003 and 2002		$	—
Provision for non-recoupable advance mining royalties			758
Write-offs of advance mining royalties			(11	)
Balance as of December 31, 2004		$	747

(k)	Revenue Recognition

(l)	Deferred Financing Costs

(m)	Virginia Coalfield Employment Enhancement Tax Credit

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(n)	Workers’ Compensation and Pneumoconiosis (Black Lung) Benefits

	Workers’ Compensation

	Black Lung Benefits

(o)	Postretirement Benefits Other Than Pensions

(p)	Equity Investments

(q)	Equity-Based Compensation Awards

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		For the Year Ended
		December 31, 2004
Reported net income		$	20,015
Add: Equity-based compensation expense included in reported net income, net of income taxes and minority interest			50
Deduct: Total equity-based compensation expense determined under fair-value based method, net of income taxes and minority interest			(72	)
Pro forma net income		$	19,993

Expected life (years)			4.0
Expected volatility			38.0	%
Risk-free interest rate			3.38	%
Expected annual dividend		$	0.10

(r)	New Accounting Pronouncements

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(s)	Use of Estimates

(t)	Reclassifications

(3)	Notes and Other Receivables

			December 31,
			2004				2003
Notes receivable			$	5,986			$	577
Other receivables				4,849				4,165
	Total notes and other receivables		$	10,835			$	4,742

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(4)	Inventories

			December 31,
			2004				2003
Raw coal			$	3,888			$	4,710
Saleable coal				42,899				23,629
Materials and supplies				7,782				4,774
	Total inventories		$	54,569			$	33,113

(5)	Prepaid Expenses and Other Current Assets

			December 31,
			2004				2003
Prepaid insurance			$	16,577			$	15,643
Advance mining royalties				4,831				1,928
Refundable income taxes				2,798				—
Other prepaid expenses				4,709				1,685
	Total prepaid expenses and other current assets		$	28,915			$	19,256

(6)	Property, Plant, and Equipment

			December 31,
			2004				2003
Land			$	5,380			$	4,514
Mineral rights				85,245				89,652
Plant and mining equipment				188,891				121,442
Vehicles				2,058				1,976
Mine development				11,205				2,333
Office equipment and software				7,264				5,865
Construction in progress				1,769				2,592
				301,812				228,374
Less accumulated depreciation, depletion, and amortization				83,848				30,227
	Property, plant, and equipment, net		$	217,964			$	198,147

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(7)	Goodwill

Balance as of December 31, 2002		$	—
Acquisition of U.S. AMCI			17,121
Balance as of December 31, 2003			17,121
2004 Adjustments			1,520
Balance as of December 31, 2004		$	18,641

(8)	Other Intangibles

							December 31,
			Estimated
			Remaining Life				2004				2003
Sales contracts				3 years			$	3,248			$	3,937
Noncompete agreements				2 years				250				200
Other				—				—				13
								3,498				4,150
Less accumulated amortization								2,343				1,254
	Total other intangibles, net						$	1,155			$	2,896

Years ending December 31:
	2005			$	581
	2006				436
	2007				138
		Total		$	1,155

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(9)	Other Assets

			December 31,
			2004				2003
Advance mining royalties, net			$	8,841			$	9,638
Deferred loan costs, net				10,237				3,460
Deferred common stock offering costs				3,665				—
Notes receivable				3,451				—
Investment in terminalling facility				1,005				1,005
Investment in Excelven Pty Ltd.				4,500				—
Virginia tax credit receivable				4,806				2,434
Other				321				1,814
	Total other assets		$	36,826			$	18,351

(10)	Note Payable

(11)	Accrued Expenses and Other Current Liabilities

			December 31,
			2004				2003
Wages and employee benefits			$	20,201			$	12,770
Current portion of asset retirement obligation				6,691				7,820
Taxes other than income taxes				6,136				6,243
Freight				12,376				1,974
Contractor escrow				1,615				1,499
Deferred gains on sales of property interests				808				355
Deferred revenues				1,086				—
Current portion of self-insured workers’ compensation benefits				1,612				450
Workers’ compensation insurance premium payable				3,567				773
Interest payable				1,632				210
Additional consideration on acquisition				5,000				—
Accrued stock offering costs				2,010				—
Other				5,549				3,048
	Total accrued expenses and other current liabilities		$	68,283			$	35,142

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(12)	Long-Term Debt

				December 31,
				2004				2003
10% Senior notes due 2012				$	175,000			$	—
Revolving credit facility					8,000				10,000
Variable rate term loan					—				45,000
Seller financing (El Paso CGP Company)					—				8,000
8.75% term notes					—				4,664
Variable rate term notes					1,466				2,679
Capital lease obligation					1,995				—
Other					16				196
		Total long-term debt			186,477				70,539
	Less current portion				1,693				13,329
		Long-term debt, net of current portion		$	184,784			$	57,210

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Year ending December 31:
	2005			$	1,693
	2006				736
	2007				500
	2008				316
	2009				8,232
	Thereafter				175,000
		Total long-term debt		$	186,477

Year ending December 31:
	2005			$	720
	2006				600
	2007				600
	2008				360
	2009				240
		Total future minimum lease payments			2,520
Less amount representing interest					(525	)
		Present value of future minimum lease payments			1,995
Less current portion					(505	)
		Long-term capital lease obligation		$	1,490

(13)	Asset Retirement Obligation

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Pittston Coal Company acquisition			$	15,050
Accretion for 2002				57
	Total asset retirement obligation at December 31, 2002			15,107
Coastal Coal Company, LLC acquisition				12,861
U.S. AMCI acquisition				8,768
Mears Enterprises, Inc. acquisition				2,079
Accretion for 2003				2,699
Sites added in 2003				1,165
Expenditures in 2003				(2,252	)
	Total asset retirement obligation at December 31, 2003			40,427
Accretion for 2004				3,301
2004 acquisitions				1,189
Sites added in 2004				3,657
Revisions in estimated cash flows				(5,689	)
Expenditures in 2004				(3,306	)
	Total asset retirement obligation at December 31, 2004		$	39,579

(14)	Deferred Gains on Sales of Property Interests

(15)	Fair Value of Financial Instruments

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			December 31,
			2004				2003
10% Senior notes			$	209,970			$	—
Variable rate term loan				—				45,000
Revolving credit facility				8,000				10,000
8.75% term notes				—				4,725
Variable rate term notes				1,466				2,679
Seller financing				—				10,100
Capital lease obligation				2,196				—
Other				16				196
	Total long-term debt		$	221,648			$	72,700

(16)	Employee Benefit Plans

	The Company

	(a) Postretirement Benefits Other Than Pensions

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												Period from
												December 14,
				Year Ended December 31,								2002 to
												December 31,
				2004				2003				2002
Change in benefit obligation:
	Accumulated benefit obligation-beginning of period:			$	11,532			$	5,951			$	—
		Service cost			2,266				656				19
		Interest cost			1,375				580				17
		Actuarial (gain) or loss			1,526				(15	)			—
		Benefits paid			(38	)			—				—
		Prior service cost			27,122				—				—
		Postretirement benefits assumed in acquisitions			—				3,475				5,915
		Change due to discount rate assumption			—				885				—
		Accumulated benefit obligation-end of period		$	43,783			$	11,532			$	5,951
Funded status				$	(43,783	)		$	(11,532	)		$	(5,951	)
Unrecognized prior service cost					25,725				—				—
Unrecognized net actuarial loss					2,421				870				—
Accrued postretirement medical benefits				$	(15,637	)		$	(10,662	)		$	(5,951	)

											Period from
			Year Ended								December 14,
			December 31,								2002 to
											December 31,
			2004				2003				2002
Service cost			$	2,266			$	656			$	19
Interest cost				1,375				580				17
Amortization of net (gain) or loss				(24	)			—				—
Amortization of prior service cost				1,396				—				—
	Net periodic benefit cost		$	5,013			$	1,236			$	36

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		One				One
		Percentage				Percentage
		Point				Point
		Increase				Decrease
Effect on accumulated postretirement benefit obligation		$	2,626			$	(1,964	)
Effect on total service and interest cost components			301				(235	)

Year ending December 31:
	2005			$	39
	2006				67
	2007				126
	2008				388
	2009				690
	2010-2014				9,709
		Total		$	11,019

	(b) Savings Plan

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	(c) Self-Insured Medical Plan

	(d) Multi-Employer Pension Plan

	(e) Equity-Based Compensation Awards

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	Predecessor

	(a) Pension Plans

			Period from
			January 1,
			2002 to
			December 13,
			2002
Service cost			$	2,504
Interest cost on Projected Benefit Obligation (PBO)				8,547
Return on assets — expected				(12,617	)
Other amortization, net				638
	Net pension credit		$	(928	)

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		Period from
		January 1,
		2002 to
		December 13,
		2002
Discount rate-expense			7.25%
Discount rate-funded status			6.75%
Expected long-term rate of return on assets (expense)			10.00%
Expected long-term rate of return on assets (funded status)			8.75%
Average rate of increase in salaries (expense and funded status)(1)			4.00%

(1)	Salary scale assumptions varied by age and approximated 4% per annum.

		Period from
		January 1,
		2002 to
		December 13,
		2002
PBO at beginning of period		$	121,760
Service cost			2,504
Interest cost			8,547
Benefits paid			(7,735	)
Actuarial loss			2,679
PBO at end of period		$	127,755
Fair value of plan assets at beginning of period		$	111,438
Return on assets — actual			(11,780	)
Employer contributions			3,294
Benefits paid			(7,735	)
Fair value of plan assets at end of period		$	95,217
Funded status		$	(32,538	)
Unrecognized experience loss			59,329
Net prepaid pension assets			26,791
Noncurrent pension liability			1,319
Prepaid pension asset		$	28,110

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	(b) Savings Plan

	(c) Postretirement Benefits Other Than Pensions

		Period from
		January 1,
		2002 to
		December 13,
		2002
Service cost		$	540
Interest cost on APBO			14,888
Amortization of loss			4,413
Net periodic postretirement benefit expense		$	19,841

		Period from
		January 1,
		2002 to
		December 13,
		2002
APBO at beginning of period		$	211,974
Service cost			540
Interest cost			14,888
Benefits paid			(13,132	)
Actuarial loss			13,103
APBO and funded status at end of period			227,373
Unrecognized experience loss			(95,542	)
Accrued postretirement benefit cost at end of period		$	131,831

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		Effect of 1% Change
		in Health Care
		Trend Rates
		Increase				Decrease
Effect on total service and interest cost components		$	1,909			$	(1,582	)
Effect on APBO			27,652				(22,916	)

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(17)	Workers’ Compensation Benefits

(18)	Related Party Transactions

	Company

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	Predecessor

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(19)	Commitments

	Operating Leases

								Equipment				Coal
				Facility				and Other				Royalties				Total
Year ending December 31:
	2005			$	481			$	3,826			$	9,212			$	13,519
	2006				279				3,767				8,616				12,662
	2007				211				2,206				8,752				11,169
	2008				168				524				7,770				8,462
	2009				77				—				7,739				7,816
	Thereafter				261				—				30,031				30,292
		Total		$	1,477			$	10,323			$	72,120			$	83,920

	Other Commitments

(20)	Mergers and Acquisitions

	2002 Acquisition

	Pittston Coal Company

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Current assets			$	17,732
Property, plant, and equipment				69,087
Intangible assets				4,091
	Total assets acquired			90,910
Asset retirement obligation				(15,050	)
Postretirement medical benefits				(5,915	)
Other liabilities				(7,000	)
	Total liabilities assumed			(27,965	)
	Net assets acquired		$	62,945

	2003 Acquisitions

	Coastal Coal Company

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Current assets			$	31,614
Property, plant, and equipment				40,342
Intangibles				3,937
Other noncurrent assets				18,269
	Total assets acquired			94,162
Current liabilities				(11,700	)
Asset retirement obligation				(12,861	)
Other noncurrent liabilities				(1,431	)
Notes payable				(398	)
	Total liabilities assumed			(26,390	)
	Net assets acquired		$	67,772

	American Metals and Coal International, Inc.

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Current assets			$	47,005
Property, plant, and equipment				94,732
Goodwill				17,121
Other noncurrent assets				976
	Total assets acquired			159,834
Current liabilities				(17,307	)
Asset retirement obligation				(8,768	)
Postretirement medical benefits				(3,475	)
Other noncurrent liabilities				(1,051	)
Notes payable				(7,934	)
	Total liabilities assumed			(38,535	)
	Net assets acquired		$	121,299

	Mears Enterprises, Inc.

Current assets			$	280
Property, plant, and equipment				39,476
Intangibles				200
Other noncurrent assets				100
	Total assets acquired			40,056
Asset retirement obligation				(2,079	)
	Net assets acquired		$	37,977

	2004 Acquisitions

	Moravian Run Reclamation Co.

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	Cooney Bros. Coal Company

	Pro Forma Information

Revenues		$	902,766
Net income			5,769

(21)	Concentrations and Major Customers

(22)	Segment Information

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										Corporate
		Coal								and
		Operations				All Other				Eliminations				Combined
Revenues		$	1,234,640			$	28,571			$	(10,509	)		$	1,252,702
Depreciation, depletion, and amortization			51,732				1,435				2,094				55,261
EBITDA, as adjusted			166,159				2,808				(43,877	)			125,090
Capital expenditures			68,940				332				1,167				70,439
Total assets			396,935				105,727				(25,541	)			477,121

										Corporate
		Coal								and
		Operations				All Other				Eliminations				Combined
Revenues		$	771,791			$	18,277			$	(8,219	)		$	781,849
Depreciation, depletion, and amortization			32,421				1,867				1,097				35,385
EBITDA, as adjusted			69,098				719				(21,873	)			47,944
Capital expenditures			21,656				516				5,210				27,382
Total assets			342,019				70,797				(33,480	)			379,336

										Corporate
		Coal								and
		Operations				All Other				Eliminations				Combined
Revenues		$	7,269			$	101			$	—			$	7,370
Depreciation, depletion, and amortization			273				1				—				274
EBITDA, as adjusted			(10	)			(17	)			(471	)			(498	)
Capital expenditures			564				—				396				960
Total assets			80,706				27,340				396				108,442

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										Period from
										December 14,
		Year Ended December 31,								2002 to
										December 31,
		2004				2003				2002
Total segment EBITDA, as adjusted from continuing operations		$	125,090			$	47,944			$	(498	)
Interest expense			(20,041	)			(7,848	)			(203	)
Interest income			531				103				6
Income tax (expense) benefit			(5,150	)			(898	)			334
Depreciation, depletion and amortization			(55,261	)			(35,385	)			(274	)
Minority interest			(22,781	)			(1,164	)			0
Income (loss) from continuing operations		$	22,388			$	2,752			$	(635	)

(23)	Contingencies

(a)	Guarantees and Financial Instruments with Off-balance Sheet Risk

(b)	Litigation

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(c)	Other Contingencies

(24)	Asset Impairment Charge

(25)	Supplemental Cash Flow Disclosures

	Company

	•	Increase in other assets of $2,372 for the Virginia Coalfield Employment Enhancement Tax Credit receivable. This represents the portion of the tax credit allocated to Alpha NR Holding, Inc.
	•	Increase in deferred common stock offering costs and accrued expenses of $2,010 for accrued stock offering costs.
	•	Increase in asset retirement obligation and fixed assets of $3,657 for new sites added in 2004. Net decrease in asset retirement obligation and fixed assets of $2,937, and increase in deferred gains on sales of property interests and decrease in asset retirement obligation of $3,514 as a result of revisions in estimated cash flows underlying the asset retirement obligation.
	•	The short-term financing of prepaid insurance premiums in the amount of $15,228.
	•	Settlement of the net working capital acquired in conjunction with the acquisition of U.S. AMCI recorded as an increase in goodwill of $1,520, a decrease in due from affiliate of $2,501 and a decrease in accrued expenses of $981.
	•	Increase in deferred gains on sales of property interests and decrease in other liabilities of $1,480 for revisions in estimated contract reclamation liability assumed in conjunction with the acquisition of the Virginia coal operations of Pittston Coal Company.

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	•	Decrease in deferred gains on sales of property interests of $5,000 as a result of additional consideration payable for the acquisition of the Virginia coal operations of Pittston Coal Company.
	•	Construction in progress and other capital expenditures of $1,597 recorded in accounts payable.

	•	Increase in other assets of $2,434 for the Virginia Coalfield Employment Enhancement Tax Credit receivable. This represents the portion of the tax credit allocated to Alpha NR Holding, Inc.
	•	Increase in asset retirement obligation and fixed assets of $1,165 for new sites added in 2003.
	•	The short-term financing of prepaid insurance premiums in the amount of $14,425.
	•	The conversion of $44,000 of related party notes payable to contributed capital.
	•	Seller financing of acquired entities of $23,600.
	•	Issuance of membership interests in ANR Holdings, LLC of $68,960 for the acquisition of U.S. AMCI.
	•	Construction in progress of $1,929 recorded in accounts payable.

	•	Seller financing of acquired entities of $25,743.

	Predecessor

(26)	Minority Interest

	•	First, to the holders of preferred sharing ratios on a pro rata basis to the extent of any losses that had been allocated to them in prior periods,
	•	Second, to the holders of preferred sharing ratios on a pro rata basis up to the cumulative unallocated preferred yield (based on an annual preferred yield of 12%), and
	•	Third, to the holders of common sharing ratios on a pro rata basis.

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(27)	Investments

	Dominion Terminal Associates

	Excelven Pty Ltd

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(28)	Income Taxes

	The Company

		December 31,
		2004				2003
Continuing operations		$	5,150			$	898
Discontinued operations			(1,190	)			(230	)
		$	3,960			$	668

											Period from
			Year Ended								December 14,
			December 31,								2002 to
											December 31,
			2004				2003				2002
Current tax expense:
	Federal		$	1,625			$	—			$	—
	State			—				—				—
				1,625				—				—
Deferred tax expense (benefit):
	Federal			2,918				894				(284	)
	State			607				4				(50	)
				3,525				898				(334	)
Total income tax expense (benefit):
	Federal			4,543				894				(284	)
	State			607				4				(50	)
			$	5,150			$	898			$	(334	)

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												Period from
				Year Ended								December 14,
				December 31,								2002 to
												December 31,
				2004				2003				2002
Federal statutory income tax expense (benefit)				$	17,612			$	1,685			$	(339	)
Increases (reductions) in taxes due to:
	Percentage depletion allowance				(3,376	)			(1,087	)			(33	)
	Extraterritorial income exclusion				(1,225	)			—				—
	State taxes, net of federal tax impact				395				3				—
	Change in valuation allowance				559				815				—
	Taxes not provided for minority interest				(8,189	)			(625	)			—
	Taxes not provided for pass-through entity				(779	)			91				37
	Other, net				153				16				1
		Actual income tax expense (benefit)		$	5,150			$	898			$	(334	)

					December 31,
					2004				2003
Deferred tax assets:
	Net operating loss carryforwards				$	5,598			$	1,956
	Charitable contribution carryforwards					207				118
	Alternative minimum tax credit carryforward					1,249				—
			Gross deferred tax assets			7,054				2,074
	Less valuation allowance					(1,374	)			(815	)
		Total net deferred tax assets				5,680				1,259
Deferred tax liabilities:
	Investment in limited liability company subsidiary					(6,869	)			(653	)
	Virginia tax credit					(1,855	)			(940	)
		Total deferred tax liabilities				(8,724	)			(1,593	)
			Net deferred tax liability		$	(3,044	)		$	(334	)

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				December 31,
				2004				2003
Current asset				$	4,674			$	489
Current liability					—				—
	Net current asset				4,674				489
Noncurrent asset					1,006				770
Noncurrent liability					(8,724	)			(1,593	)
	Net noncurrent liability				(7,718	)			(823	)
		Total net deferred tax liability		$	(3,044	)		$	(334	)

	Predecessor

		Period from
		January 1,
		2002 to
		December 31,
		2002
Current		$	9,175
Deferred			8,023
Total		$	17,198

				December 13,
				2002
Tax (benefit) expense computed at statutory rate				$	(14,532	)
Increase (reductions) in taxes due to:
	Percentage depletion				(1,302	)
	Adjustment resulting from favorable appeal relating to prior years				(1,678	)
	Miscellaneous				314
		Actual income tax benefit		$	(17,198	)

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(29)	Federal Black Lung Excise Tax

	Predecessor

(30)	Discontinued Operations and Subsequent Event

			Year Ended
			December 31,
			2004				2003
Total revenues			$	17,016			$	10,717
Total costs and expenses				23,542				11,668
	Loss from operations			(6,526	)			(951	)
Miscellaneous income				12				1
Income tax benefit from discontinued operations				(1,190	)			(230	)
Minority interest in loss from discontinued operations				(2,951	)			(230	)
Loss from discontinued operations			$	(2,373	)		$	(490	)

			December 31,
			2004				2003
Current assets			$	2,150			$	4,565
Noncurrent assets				3,989				8,290
	Total assets			6,139				12,855
Current liabilities				1,082				1,237
Noncurrent liabilities				196				41
	Total liabilities			1,278				1,278
Net assets			$	4,861			$	11,577

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Current assets:
	Cash and cash equivalents			$	22,250
	Accounts receivable, net				33,012,961
	Inventories				11,904,110
	Prepaid expenses and other current assets				2,396,419
		Total current assets			47,335,740
Property, plant, and equipment, net					89,988,270
Other noncurrent assets, net					13,892,542
		Total assets		$	151,216,552
Liabilities and Members’ Equity
Current liabilities:
	Bank overdraft			$	2,744,855
	Accounts payable				9,975,516
	Accrued payroll				553,268
	Other current liabilities				36,954,376
		Total current liabilities			50,228,015
Other noncurrent liabilities					80,074,583
		Total liabilities			130,302,598
Minority interest in subsidiary					(703,740	)
Members’ equity:
	Capital contributions				263,971,698
	Advances to related parties, net				(28,763,662	)
	Accumulated other comprehensive loss				(17,284,264	)
	Accumulated deficit				(196,306,078	)
		Total members’ equity			21,617,694
Commitments and contingencies
		Total liabilities and members’ equity		$	151,216,552

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				Period from
				January 1,
				2003 to				Year Ended
				January 31,				December 31,
				2003				2002
Revenues:
	Net sales			$	21,501,688				269,242,430
	Royalty and other				257,335				14,325,268
					21,759,023				283,567,698
Costs and expenses:
	Cost of sales (exclusive of items shown separately below)				18,159,578				270,548,861
	Depreciation, depletion and amortization				1,150,516				15,082,381
	Administrative and general (exclusive of depreciation and amortization shown separately above)				1,092,602				11,546,250
					20,402,696				297,177,492
		Income (loss) from operations			1,356,327				(13,609,794	)
Gain (loss) on sale of property, plant, and equipment					(15,459	)			3,460,840
Interest income (expense), net					(79,508	)			663,507
		Income (loss) before cumulative effect of accounting change and minority interest			1,261,360				(9,485,447	)
Cumulative effect of accounting change					6,762,081				—
		Income (loss) before minority interest			8,023,441				(9,485,447	)
Minority interest					(32,358	)			3,454
		Net income (loss)		$	7,991,083				(9,481,993	)

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										Accumulated
						Advances to				Other
		Capital				(from) Related				Comprehensive				Accumulated
		Contributions				Parties, Net				Loss				Deficit				Total
Balances, December 31, 2001		$	263,971,698				39,114,285				—				(186,824,085	)			116,261,898
Affiliate transactions, net			—				(67,877,947	)			—				—				(67,877,947	)
Net loss			—				—				—				(9,481,993	)			(9,481,993	)
Minimum pension liability adjustment			—				—				(17,284,264	)			—				(17,284,264	)
Comprehensive loss																			(26,766,257	)
Balances, December 31, 2002			263,971,698				(28,763,662	)			(17,284,264	)			(196,306,078	)			21,617,694
Affiliate transactions, net			—				16,309,474				—				—				16,309,474
Net income and comprehensive income			—				—				—				7,991,083				7,991,083
Balances, January 31, 2003		$	263,971,698				(12,454,188	)			(17,284,264	)			(188,314,995	)			45,918,251

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						Period from
						January 1,
						2003 to				Year Ended
						January 31,				December 31,
						2003				2002
Cash flows from operating activities:
	Net income (loss)					$	7,991,083				(9,481,993	)
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
		Cumulative effect of accounting change					(6,762,081	)			—
		Depreciation, depletion and amortization					1,150,516				15,082,381
		Accretion of asset retirement obligation					85,241				—
		(Gain) loss on sale of property, plant, and equipment					15,459				(3,460,840	)
		Amortization of deferred gain on sale of mineral reserves					(24,686	)			(22,336	)
		Virginia tax credit refundable to parent					(115,801	)			(1,275,086	)
		Minority interest					32,358				(3,454	)
		Increase (decrease) in cash flows from changes in:
			Accounts receivable, net				(2,393,076	)			4,603,307
			Inventories				(87,800	)			(1,602,775	)
			Prepaid expenses and other current assets				581,143				(2,357,988	)
			Other noncurrent assets				(1,291,346	)			1,319,539
			Accounts payable				1,131,362				(11,194,113	)
			Accrued payroll				390,611				(500,116	)
			Other current liabilities				(14,015,463	)			17,913,630
			Other noncurrent liabilities				(1,497,539	)			8,654,774
				Net cash provided by (used in) operating activities			(14,810,019	)			17,674,930
Cash flows from investing activities:
	Proceeds from sale of property, plant, and equipment						21,300				57,000,000
	Purchases of property, plant, and equipment						(1,982,298	)			(5,818,601	)
				Net cash provided by (used in) investing activities			(1,960,998	)			51,181,399
Cash flows from financing activities:
	Advances to related parties, net						16,425,275				(66,602,861	)
	Change in bank overdraft						345,742				(2,253,468	)
				Net cash provided by (used in) financing activities			16,771,017				(68,856,329	)
				Net increase in cash and cash equivalents			—				—
Cash and cash equivalents at beginning of period							22,250				22,250
Cash and cash equivalents at end of period						$	22,250				22,250
Supplemental disclosure of cash flow information:
	Cash paid during the period for interest					$	135,333				64,419
	Noncash investing and financing activities:
		Deferred gain on sale of mineral reserves					—				7,740,245
		Deferred gain on sale of real property					—				776,366
		Minimum pension liability adjustment					—				17,284,264

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(1)	Summary of Significant Accounting Policies and Practices

(a)	Description of Business

(b)	Principles of Consolidation

	•	Brooks Run Mining Company
	•	Enterprise Mining Company
	•	Virginia Iron, Coal and Coke (VICC) Mining Company
	•	Kingwood Mining Company
	•	Greenbrier Mining Company (Inactive)

	•	Coastal Coal Administration
	•	Coastal Coal Sales Company

	•	Coastal Coal Company, LLC
	•	Coastal Coal-West Virginia, LLC

(c)	Cash and Cash Equivalents

(d)	Accounts Receivable and Allowance for Doubtful Accounts

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(e)	Inventories

(f)	Property, Plant, and Equipment

(g)	Impairment of Long-Lived Assets

(h)	Reclamation

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(i)	Advance Mining Royalties

(j)	Postretirement Benefits Other Than Pensions

(k)	Black Lung Benefits

(l)	Pension Plan

(m)	Health Insurance Programs

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(n)	Revenue Recognition

(o)	Freight Costs

(p)	Income Taxes

(q)	Fair Value of Financial Instruments

(r)	Use of Estimates

(2)	Accounts Receivable

Trade accounts receivable, net of allowance for doubtful accounts of $7,772		$	19,544,968
Land mineral lease royalties			485,457
Black lung excise tax refund receivable			10,017,692
Other			2,964,844
		$	33,012,961

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(3)	Inventories

Coal		$	8,284,715
Mining supplies			3,619,395
		$	11,904,110

		Estimated
		Lives
Land and mineral rights						$	14,463,803
Plant, equipment, and mine development			3-30 years				219,388,767
Construction in progress							7,037,769
							240,890,339
Less accumulated depreciation, depletion, and amortization							150,902,069
						$	89,988,270

(5)	Employees’ Termination Benefits

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(6)	Other Current and Noncurrent Liabilities

		Current				Noncurrent				Total
Black lung and other workers compensation obligations		$	3,100,000				31,300,182				34,400,182
Accrued reclamation costs			1,000,000				14,329,905				15,329,905
Pension benefits			2,682,134				5,974,419				8,656,553
Postretirement benefits			826,000				13,495,000				14,321,000
Long-term disability benefits			1,900,000				4,881,000				6,781,000
Deferred gain on sale of coal reserves			324,838				7,393,071				7,717,909
Accrued settlement loss on contract			16,062,717				—				16,062,717
Black lung excise tax refund liabilities			6,017,714				1,744,640				7,762,354
Accrued other taxes			4,114,670				—				4,114,670
Other			926,303				956,366				1,882,669
		$	36,954,376				80,074,583				117,028,959

Reclamation liability at December 31, 2002			$	15,329,905
Cumulative effect of accounting change				(6,762,081	)
	Asset retirement obligation at January 1, 2003			8,567,824
Accretion from January 1, 2003 to January 31, 2003				85,241
Sites added from January 1, 2003 to January 31, 2003				928,861
	Asset retirement obligation at January 31, 2003		$	9,581,926

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(7)	Virginia Coalfield Employment Enhancement Tax Credit

(8)	Workers’ Compensation and Pneumoconiosis Benefit Obligations

(9)	Pension, Postretirement, and Postemployment Benefits

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		Period from January 1,
		2003 to January 31, 2003
		Pension				Postretirement
		Benefits				Benefits
Net periodic benefit cost		$	70,572				175,000

				December 31, 2002
				Pension				Postretirement
				Benefits				Benefits
Change in benefit obligation:
	Pension/ Postretirement benefit obligation at beginning of year			$	53,555,551				14,534,000
	Service cost				3,028,948				—
	Interest cost				3,922,028				1,371,000
	Benefits paid				(2,682,134	)			(1,584,000	)
	Actuarial loss				10,633,556				—
		Benefit obligation — end of year		$	68,457,949				14,321,000
Change in plan assets:
	Fair value of plan assets at beginning of year			$	60,153,390				—
	Return on assets — actual				(6,350,688	)			—
	Benefits paid				(2,682,134	)			—
		Fair value of plan assets at end of year		$	51,120,568				—

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				December 31, 2002
				Pension				Postretirement
				Benefits				Benefits
Actuarial present value of accumulated benefit obligation				$	(68,457,949	)			(14,321,000	)
Plan assets at fair value					51,120,568				—
	Unfunded benefit obligation				(17,337,381	)			(14,321,000	)
Unrecognized net actuarial (gain) loss					25,965,092				—
Unrecognized prior service cost					1,093,252				—
Contributions					—				—
	Net amount recognized at year end			$	9,720,963				(14,321,000	)
Amounts included in balance sheet:
	Accrued benefit cost			$	(8,656,553	)			(14,321,000	)
	Intangible asset				1,093,252				—
	Change in additional minimum liability obligation				17,284,264				—
		Net amount recognized at year end		$	9,720,963				(14,321,000	)

				Year Ended
				December 31, 2002
				Pension				Postretirement
				Benefits				Benefits
Components of net periodic benefit cost:
	Service cost			$	3,028,948				—
	Interest cost on Projected Benefit Obligation (PBO)				3,922,028				1,371,000
	Return on assets — expected				(5,956,703	)			—
	Other amortization, net				75,613				—
		Net periodic benefit cost		$	1,069,886				1,371,000
Weighted average actuarial assumptions at December 31, 2002:
	Discount rate				6.75	%			6.75	%
	Expected long-term rate of return on plan assets				8.80	%			—
	Rate of compensation increase				4.00	%			—

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Discount rate		7.25%
Mortality — healthy		1983 Group Annuity Mortality Table
Mortality — disabled		1987 Commissioner’s Group Long-Term Disability Valuation Table
Annual Health Care Cost Trend Rate		9.0% for 2002 declining to 6.0% by 2008

(10)	Related Party Transactions

(11)	Commitments and Contingencies

Year Ending			Royalty
December 31,			Commitments
2003			$	4,373,138
2004				4,170,948
2005				3,661,676
2006				3,488,176
2007				3,488,176
Thereafter				17,064,480
	Total		$	36,246,594

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(12)	Risks and Uncertainties

(13)	Subsequent Sale of the Company

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				2002				2001
ASSETS
Current assets:
	Cash and cash equivalents			$	16,890,439				12,454,191
	Trade accounts receivable				5,555,181				5,369,221
	Coal inventory				426,323				687,582
	Prepaid expenses				39,813				41,248
	Licenses				17,577				16,750
		Total current assets			22,929,333				18,568,992
Property, plant, and equipment, net					5,543,343				4,875,673
		Total assets		$	28,472,676				23,444,665
LIABILITIES AND STOCKHOLDERS’ EQUITY AND PARTNERS’ CAPITAL
Current liabilities:
	Trade accounts payable			$	1,646,494				2,597,430
	Accrued expenses				792,908				754,474
	Due to related parties				202,049				—
	Capital lease obligations — current portion				374,718				234,497
	Other current liabilities				180,017				—
		Total current liabilities			3,196,186				3,586,401
Long-term liabilities:
	Capital lease obligations — long-term				60,712				165,137
	Asset retirement obligations				1,018,490				1,068,796
	Due to related parties				—				273,735
	Other long-term liabilities				—				28,927
		Total liabilities			4,275,388				5,122,996
Stockholders’ equity and partners’ capital:
	Common stock, no par or stated value; issued and outstanding 870 shares				38,259				38,259
	Retained earnings				3,966,562				3,584,170
	Partners’ capital				20,192,467				14,699,240
		Total stockholders’ equity and partners’ capital			24,197,288				18,321,669
		Total liabilities and stockholders’ equity and partners’ capital		$	28,472,676				23,444,665

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				Period from
				January 1, 2003				Year Ended December 31
				to
				November 17, 2003				2002				2001
Revenues:
	Coal sales			$	45,829,444			$	44,459,196			$	42,085,943
Costs and expenses:
	Cost of sales and other operating expenses (exclusive of items shown separately below)				25,480,439				22,322,677				23,425,162
	Depreciation, depletion, and amortization				872,213				737,778				549,307
	Selling and administrative expenses (exclusive of depreciation and amortization shown separately above)				3,831,639				4,175,759				2,753,574
		Total expenses			30,184,291				27,236,214				26,728,043
		Operating profit			15,645,153				17,222,982				15,357,900
Other income (expense):
	Interest income				194,474				214,053				171,817
	Interest expense				(21,705	)			(36,110	)			(27,375	)
	Rental income				598				—				19,216
	Other income				446,050				82,071				1,018,035
		Total other income			619,417				260,014				1,181,693
		Income before cumulative effect of accounting change			16,264,570				17,482,996				16,539,593
Cumulative effect of accounting change (note 2)					(310,855	)			—				—
		Net income		$	15,953,715			$	17,482,996			$	16,539,593

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						Stockholders’ capital accounts
																		Total
														Total				stockholders’
		Partners’				Common				Retained				stockholders’				equity and
		capital				stock				earnings				equity				partners’ capital
Balances, January 1, 2001		$	8,097,360				38,259				2,225,410				2,263,669				10,361,029
Net income			13,166,130				—				3,373,463				3,373,463				16,539,593
Distributions			(6,564,250	)			—				(2,014,703	)			(2,014,703	)			(8,578,953	)
Balances, December 31, 2001			14,699,240				38,259				3,584,170				3,622,429				18,321,669
Net income			16,527,383				—				955,613				955,613				17,482,996
Distributions			(11,034,156	)			—				(573,221	)			(573,221	)			(11,607,377	)
Balances, December 31, 2002			20,192,467				38,259				3,966,562				4,004,821				24,197,288
Net income (loss) — January 1, 2003 — November 17, 2003			17,327,699				—				(1,373,984	)			(1,373,984	)			15,953,715
Distributions			(15,884,156	)			—				(979,631	)			(979,631	)			(16,863,787	)
Balances, November 17, 2003		$	21,636,010				38,259				1,612,947				1,651,206				23,287,216

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						Period from				Year Ended December 31
						January 1, 2003 to
						November 17, 2003				2002				2001
Cash flows from operating activities:
	Net income					$	15,953,715				17,482,996				16,539,593
	Adjustments to reconcile net income to net cash flows from operating activities:
		Cumulative effect of accounting change					310,855				—				—
		Depreciation					872,213				737,778				549,307
		Accretion of asset retirement obligation					157,089				—				—
		Loss on asset disposals					990				40,381				53,968
		Changes in certain assets and liabilities:
			Trade accounts receivable				(640,329	)			(185,960	)			(1,665,075	)
			Inventories				(120,171	)			261,259				(687,582	)
			Prepaid expenses				(63,094	)			1,435				(23,012	)
			Other assets				—				(827	)			59,379
			Accounts payable				681,244				(950,936	)			(616,539	)
			Accrued expenses				638,396				38,434				(93,095	)
			Other liabilities				(180,017	)			(50,306	)			1,068,796
				Net cash flows from operating activities			17,610,891				17,374,254				15,185,740
Cash flows from investing activities:
	Purchases of property, plant, and equipment						(293,519	)			(1,168,455	)			(833,595	)
	Proceeds from sale of property, plant, and equipment						—				25,000				—
				Net cash flows used in investing activities			(293,519	)			(1,143,455	)			(833,595	)
Cash flows from financing activities:
	Payments on leases						(374,718	)			(266,578	)			(122,452	)
	Proceeds from (payments on) due to related parties						(10,000	)			79,404				46,160
	Distributions to stockholders						(16,863,787	)			(11,607,377	)			(8,578,953	)
				Net cash flows used in financing activities			(17,248,505	)			(11,794,551	)			(8,655,245	)
				Net change in cash and cash equivalents			68,867				4,436,248				5,696,900
Cash and cash equivalents — beginning of year							16,890,439				12,454,191				6,757,291
Cash and cash equivalents — end of year						$	16,959,306				16,890,439				12,454,191
Supplemental cash flow disclosures:
	Cash paid for interest					$	21,705				36,110				27,375
	Noncash investing and financing activities:
		Reclamation liability for coal reserves					(2,474,301	)			—				—
		Acquisition of equipment through capital lease					—				302,374				522,086

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(1)	Basis of Presentation and Organization

		Mears, Inc. (S-Corporation) DLR Coal Company (General Partnership) S&M Mining (General Partnership)

		Mears, Inc. (S-Corporation) DLR Mining, Inc. (C-Corporation) S&M Mining, Inc. (S-Corporation)

(2)	Summary of Significant Accounting Policies and Practices

	(a) Basis of Presentation

	(b) Cash and Cash Equivalents

	(c) Trade Accounts Receivable and Allowance for Doubtful Accounts

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	(d) Coal Inventory

	(e) Shipping and Handling Costs

	(f) Property, Plant, and Equipment

	(g) Asset Retirement Obligations

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	(h) Advance Mining Royalties

	(i) Revenue Recognition

	(j) Impairment of Long-Lived Assets

	(k) Income Taxes

	(l) Risks and Uncertainties

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(n)	Use of Estimates

(3)	Prepaid Expenses

			December 31
			2002				2001
Prepaid capital stock tax			$	10,955			$	5,288
Prepaid royalties				17,863				24,965
Prepaid other				10,995				10,995
	Total prepaid expenses		$	39,813			$	41,248

(4)	Property, Plant, and Equipment

			December 31
			2002				2001
Land			$	655,015			$	655,015
Mineral interests and mine development costs				1,723,664				1,723,664
Buildings and improvements				148,011				94,196
Machinery and equipment				5,747,978				4,406,777
				8,274,668				6,879,652
Less accumulated depreciation, depletion, and amortization				(2,731,325	)			(2,003,979	)
	Total property, plant, and equipment		$	5,543,343			$	4,875,673

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(5)	Accrued Expenses

		December 31
		2002				2001
Wages		$	492,407			$	378,013
Workers compensation			86,803				95,019
Retirement — 401(k) Plan			68,632				128,141
Office of Surface Mining and excise tax			118,395				121,101
Other liabilities			26,671				32,200
		$	792,908			$	754,474

(6)	Capital Lease Obligations

				2002				2001
Future minimum lease payments due in:
	2002			$	—				253,308
	2003				400,946				170,337
	2004				63,982				—
		Total future minimum lease payments			464,928				423,645
	Less amount representing interest				(29,498	)			(24,011	)
		Present value of future minimum lease payments			435,430				399,634
	Less current portion				(374,718	)			(234,497	)
		Long-term capital lease obligation		$	60,712				165,137

(7)	Reclamation Liabilities

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Asset retirement obligation — January 1, 2003		$	3,492,791
Obligations settled in current period			—
Accretion expense — January 1, 2003 — November 17, 2003			157,089
Asset retirement obligation — November 17, 2003		$	3,649,880

(8)	Workers’ Compensation Benefits

(9)	Retirement Plan

(10)	Leased Mineral Interests

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			Amount
2003			$	17,581
2004				68,581
2005				68,581
2006				68,581
2007				68,581
Thereafter				137,162
	Total estimated future payments		$	429,067

(11)	Other Income

		Period from
		January 1 to				Year Ended				Year Ended
		November 17,				December 31,				December 31,
		2003				2002				2001
Subcontractor income		$	447,040				122,452				611,133
Sales commission			—				—				460,870
Loss on disposal of property, plant, and equipment			(990	)			(40,381	)			(53,968	)
		$	446,050				82,071				1,018,035

(12)	Sale of the Company

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					September 30,				December 31,
					2005				2004
					(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents				$	22,997,865				12,707,479
	Trade accounts receivable					13,570,225				9,555,345
	Notes and other receivables					422,879				3,472,105
	Inventories					8,161,752				6,914,783
	Due from affiliate					76,502				87,674
	Prepaid expenses and other current assets					2,668,872				1,791,141
			Total current assets			47,898,095				34,528,527
Property, plant, and equipment, net						80,127,635				68,116,844
Other assets						2,770,742				2,911,155
			Total assets		$	130,796,472				105,556,526
LIABILITIES AND STOCKHOLDERS’ EQUITY AND MEMBERS’ EQUITY
Current liabilities:
	Current portion of long-term debt				$	14,282,214				11,467,093
	Note payable — stockholder					1,690,605				2,093,630
	Note payable — affiliate					—				400,000
	Trade accounts payable					8,099,388				5,480,123
	Accrued expenses and other current liabilities					7,657,188				7,105,947
	Due to affiliate					—				26,157
			Total current liabilities			31,729,395				26,572,950
Long-term debt, net of current portion						27,896,947				20,767,857
Asset retirement obligation						8,721,200				8,922,800
			Total liabilities			68,347,542				56,263,607
Stockholders’ equity and members’ equity:
	Stockholders’ equity:
		Common stock, $10 par value. Authorized, issued and outstanding 25,300 shares				253,000				253,000
		Additional paid-in capital				12,248,436				12,248,436
		Retained earnings (accumulated deficit)				33,100,645				(6,376,611	)
		Accumulated other comprehensive income				43,024				57,641
		Notes payable — stockholders’ distributions				14,977,000				41,313,293
			Total stockholders’ equity			60,622,105				47,495,759
	Members’ equity					1,826,825				1,797,160
			Total stockholders’ equity and members’ equity			62,448,930				49,292,919
			Total liabilities and stockholders’ equity and members’ equity		$	130,796,472				105,556,526

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				Nine Months Ended
				September 30,
				2005				2004
				(Unaudited)
Revenues:
	Coal revenues			$	141,371,248				101,663,228
	Other revenues				15,483,721				4,533,220
		Total revenues			156,854,969				106,196,448
Costs and expenses:
	Cost of coal revenues (exclusive of items shown separately below)				88,008,415				72,396,661
	Cost of other revenues				13,764,787				3,203,735
	Depreciation, depletion and amortization				10,339,708				8,507,516
	Selling, general and administrative expenses (exclusive of depreciation and amortization shown separately above)				2,668,187				2,403,321
		Total costs and expenses			114,781,097				86,511,233
Loss on sale of fixed assets, net					(559,852	)			(4,974	)
		Income from operations			41,514,020				19,680,241
Other income (expense):
	Interest expense				(1,592,650	)			(964,135	)
	Interest income				301,984				66,386
	Equity in loss of affiliate				(85,731	)			(114,897	)
	Miscellaneous income, net				177,298				72,776
		Total other expense, net			(1,199,099	)			(939,870	)
		Net income		$	40,314,921				18,740,371

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				Stockholders’ Equity
																																Total
												Retained				Accumulated				Notes												Stockholders’
								Additional				Earnings				Other				Payable–				Total								Equity and
				Common				Paid-In				(Accumulated				Comprehensive				Stockholders’				Stockholders’				Members’				Members’
				Stock				Capital				Deficit)				Income				Distributions				Equity				Equity				Equity
Balances, December 31, 2003				$	253,000				12,248,436				(15,187,848	)			36,434				32,685,477				30,035,499				1,743,774				31,779,273
	Net income				—				—				23,611,237				—				—				23,611,237				1,266,354				24,877,591
	Change in unrealized gains on securities available for sale				—				—				—				21,207				—				21,207				—				21,207
		Comprehensive income																															24,898,798
	Note repayments				—				—				—				—				(6,172,184	)			(6,172,184	)			—				(6,172,184	)
	Distributions				—				—				(14,800,000	)			—				14,800,000				—				(1,212,968	)			(1,212,968	)
Balances, December 31, 2004					253,000				12,248,436				(6,376,611	)			57,641				41,313,293				47,495,759				1,797,160				49,292,919
	Net income				—				—				39,477,256				—				—				39,477,256				837,665				40,314,921
	Change in unrealized gains on securities available for sale				—				—				—				(14,617	)			—				(14,617	)			—				(14,617	)
		Comprehensive income																															40,300,304
	Note repayments				—				—				—				—				(26,336,293	)			(26,336,293	)			—				(26,336,293	)
	Distributions				—				—				—				—				—				—				(808,000	)			(808,000	)
Balances, September 30, 2005				$	253,000				12,248,436				33,100,645				43,024				14,977,000				60,622,105				1,826,825				62,448,930

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						Nine Months Ended
						September 30,
						2005				2004
						(Unaudited)
Operating activities:
	Net income					$	40,314,921				18,740,371
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation, depletion and amortization					10,339,708				8,507,516
		Equity in loss of affiliate					85,731				114,897
		Accretion of asset retirement obligation					386,400				307,200
		Loss on sale of fixed assets, net					559,852				4,974
		Changes in operating assets and liabilities:
			Trade accounts receivable				(4,014,880	)			(2,094,215	)
			Notes and other receivables				3,049,226				3,655,520
			Inventories				(1,246,969	)			(2,344,226	)
			Due from affiliate				11,172				14,146
			Prepaid expenses and other current assets				(641,565	)			(646,243	)
			Other assets				119,682				(34,432	)
			Trade accounts payable				2,619,265				1,113,765
			Accrued expenses and other current liabilities				(287,542	)			649,159
			Due to affiliate				(26,157	)			83,487
				Net cash provided by operating activities			51,268,844				28,071,919
Investing activities:
	Capital expenditures, including interest capitalized						(3,101,058	)			(845,151	)
	Proceeds from disposition of property, plant, and equipment						530,000				23,200
	Investment in affiliate						(65,000	)			(100,000	)
				Net cash used in investing activities			(2,636,058	)			(921,951	)
Financing activities:
	Repayments on long-term debt						(10,395,082	)			—
	Repayment on note payable — affiliate						(400,000	)			(8,809,402	)
	Repayments on notes payable — stockholder						(403,025	)			(3,517,543	)
	Repayments on notes payable — stockholders’ distributions						(26,336,293	)			(5,172,184	)
	Distributions to owners						(808,000	)			(952,827	)
				Net cash used in financing activities			(38,342,400	)			(18,451,956	)
				Net increase in cash and cash equivalents			10,290,386				8,698,012
Cash and cash equivalents at beginning of period							12,707,479				1,786,881
Cash and cash equivalents at end of period						$	22,997,865				10,484,893

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(1)	Business and Basis of Presentation

(a)	Organization and Business

	Mate Creek Energy of W. Va., Inc. (Mate Creek) (S-Corporation)
	Buchanan Energy Company, LLC (Buchanan Energy) (Limited Liability Company)
	Virginia Energy Company (Virginia Energy) (S-Corporation)
	Nicewonder Contracting, Inc. (Nicewonder Contracting) (S-Corporation)
	White Flame Energy, Inc. (White Flame Energy) (S-Corporation)
	Premium Energy, Inc. (Premium Energy) (S-Corporation)
	Twin Star Mining, Inc. (Twin Star) (S-Corporation)
	Powers Shop, LLC (Powers Shop) (Limited Liability Company)

(b)	Principles of Combination

(c)	Basis of Presentation

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(2)	Trade Accounts Receivable

				September 30,				December 31,
				2005				2004
Accounts receivable, unrelated parties				$	4,791,325			$	2,332,587
Accounts receivable, affiliated agent					5,220,139				1,806,692
Road construction contracts receivable:
	Billed				1,352,833				3,281,924
	Unbilled				2,205,928				2,134,142
		Total trade accounts receivable		$	13,570,225			$	9,555,345

(3)	Inventories

			September 30,				December 31,
			2005				2004
Raw coal			$	493,936			$	291,549
Saleable coal				2,833,716				2,387,608
Materials and supplies				4,834,100				4,235,626
	Total inventories		$	8,161,752			$	6,914,783

(4)	Property, Plant, and Equipment

			September 30,				December 31,
			2005				2004
Land			$	1,842,219			$	1,462,712
Mineral rights				6,846,807				6,673,230
Plant and mining equipment				152,735,910				145,668,580
Vehicles				2,659,533				2,491,369
Mine development				8,082,991				6,892,172
Office equipment and software				130,632				130,632
				172,298,092				163,318,695
Accumulated depreciation, depletion and amortization				(92,170,457	)			(95,201,851	)
	Property, plant and equipment, net		$	80,127,635			$	68,116,844

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(5)	Uncompleted Contract

Costs incurred on uncompleted contract		$	22,867,601
Estimated earnings thereon			—
			22,867,601
Less billings to date			21,747,833
		$	1,119,768
Costs and estimated earnings in excess of billings on uncompleted contract		$	1,119,768
Billings in excess of costs and estimated earnings on uncompleted contract			—
		$	1,119,768

Contracts in progress:
	Gross contracts awarded				$	94,397,767
		Less completed portions				22,867,601
						71,530,166
Scheduled contracts						8,482,625
			Totals		$	80,012,791

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(6)	Long-Term Debt

			September 30,				December 31,
			2005				2004
Fixed rate term notes			$	40,535,934				29,640,285
Variable rate term notes				1,643,227				2,594,665
	Total long-term debt			42,179,161				32,234,950
Less current portion of long-term debt				14,282,214				11,467,093
	Long-term debt, net of current portion		$	27,896,947				20,767,857

(7)	Asset Retirement Obligation

Total asset retirement obligation at December 31, 2004			$	8,922,800
Accretion for nine months ended September 30, 2005				386,400
	Total asset retirement obligation at September 30, 2005		$	9,309,200

(8)	Notes Payable — Stockholders’ Distributions

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(9)	Related Party Transactions

		Nine Months Ended
		September 30,
		2005				2004
Management and engineering fees		$	281,116				257,533
Interest income			53,197				45,760
Interest expense			2,110				21,770
Rental income			78,475				64,315

(10)	Contingencies

(11)	Supplemental Cash Flow Disclosures

			Nine Months Ended
			September 30,
			2005				2004
Cash paid for interest (net of amounts capitalized)			$	1,541,334				982,202
Noncash investing and financing activities:
	Property and equipment purchases financed with notes payable to sellers			20,339,293				21,175,375
	Addition to asset retirement obligation asset and liability			—				1,906,000

(12)	New Accounting Pronouncements

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(13)	Subsequent Event

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					2004				2003				2002
ASSETS
Current assets:
	Cash and cash equivalents				$	12,707,479				1,786,881				3,823,424
	Trade accounts receivable					9,555,345				5,281,716				4,468,600
	Notes and other receivables					3,472,105				8,310,236				10,368,713
	Inventories					6,914,783				2,861,421				2,338,578
	Due from affiliate					87,674				87,658				95,846
	Prepaid expenses and other current assets					1,791,141				1,794,109				1,670,157
			Total current assets			34,528,527				20,122,021				22,765,318
Property, plant, and equipment, net						68,116,844				47,689,245				48,923,824
Other assets						2,911,155				2,889,650				2,930,485
			Total assets		$	105,556,526				70,700,916				74,619,627
LIABILITIES AND STOCKHOLDERS’ EQUITY AND MEMBERS’ EQUITY
Current liabilities:
	Current portion of long-term debt				$	11,467,093				9,709,979				9,716,000
	Notes payable — stockholder					2,093,630				6,611,173				8,771,173
	Note payable — affiliate					400,000				400,000				400,000
	Trade accounts payable					5,480,123				3,759,047				3,547,361
	Accrued expenses and other current liabilities					7,105,947				5,128,163				4,881,154
	Due to affiliate					26,157				5,000				—
			Total current liabilities			26,572,950				25,613,362				27,315,688
Long-term debt, net of current portion						20,767,857				6,717,081				11,575,394
Asset retirement obligation						8,922,800				6,591,200				—
Other liabilities						—				—				1,730,524
			Total liabilities			56,263,607				38,921,643				40,621,606
Stockholders’ equity and members’ equity:
	Stockholders’ equity:
		Common stock, $10 par value. Authorized, issued and outstanding 25,300 shares				253,000				253,000				203,000
		Additional paid-in capital				12,248,436				12,248,436				12,248,436
		Accumulated deficit				(6,376,611	)			(15,187,848	)			(15,053,797	)
		Accumulated other comprehensive income				57,641				36,434				29,872
		Notes payable — stockholders’ distributions				41,313,293				32,685,477				34,812,477
			Total stockholders’ equity			47,495,759				30,035,499				32,239,988
	Members’ equity					1,797,160				1,743,774				1,758,033
			Total stockholders’ equity and members’ equity			49,292,919				31,779,273				33,998,021
			Total liabilities and stockholders’ equity and members’ equity		$	105,556,526				70,700,916				74,619,627

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				2004				2003				2002
Revenues:
	Coal revenues			$	135,555,016				103,599,530				96,792,869
	Other revenues				9,057,763				2,128,303				1,743,899
		Total revenues			144,612,779				105,727,833				98,536,768
Costs and expenses:
	Cost of coal revenues (exclusive of items shown separately below)				96,798,423				85,100,015				79,841,973
	Cost of other revenues				7,200,248				1,419,224				1,489,606
	Depreciation, depletion and amortization				11,336,082				11,854,838				10,812,214
	Selling, general and administrative expenses (exclusive of depreciation and amortization shown separately above)				2,972,857				2,310,352				2,458,286
		Total costs and expenses			118,307,610				100,684,429				94,602,079
Gain on sale of fixed assets, net					40,252				1,281,535				129,662
		Income from operations			26,345,421				6,324,939				4,064,351
Other income (expense):
	Interest expense				(1,351,178	)			(1,486,843	)			(1,797,549	)
	Interest income				160,888				245,965				545,406
	Net realized gain on sale of marketable securities				—				—				970,557
	Equity in loss of affiliate				(151,730	)			(134,557	)			(88,358	)
	Miscellaneous income (expense), net				(125,810	)			120,056				162,039
		Total other expense, net			(1,467,830	)			(1,255,379	)			(207,905	)
		Income before cumulative effect of accounting change			24,877,591				5,069,560				3,856,446
Cumulative effect of accounting change					—				(459,876	)			—
		Net income		$	24,877,591				4,609,684				3,856,446

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				Stockholders’ equity
																																Total
																Accumulated				Notes												Stockholders’
								Additional								Other				Payable-				Total								Equity and
				Common				Paid-In				Accumulated				Comprehensive				Stockholders’				Stockholders’				Members’				Members’
				Stock				Capital				Deficit				Income				Distributions				Equity				Equity				Equity
Balances, December 31, 2001				$	203,000				12,248,436				(12,523,570	)			635,780				33,618,077				34,181,723				1,490,360				35,672,083
	Net income				—				—				3,069,773				—				—				3,069,773				786,673				3,856,446
	Change in unrealized gains on securities available for sale				—				—				—				(605,908	)			—				(605,908	)			—				(605,908	)
		Comprehensive income																															3,250,538
	Note repayments				—				—				—				—				(4,405,600	)			(4,405,600	)			—				(4,405,600	)
	Distributions				—				—				(5,600,000	)			—				5,600,000				—				(519,000	)			(519,000	)
Balances, December 31, 2002					203,000				12,248,436				(15,053,797	)			29,872				34,812,477				32,239,988				1,758,033				33,998,021
	Net income				—				—				4,165,949				—				—				4,165,949				443,735				4,609,684
	Change in unrealized gains on securities available for sale				—				—				—				6,562				—				6,562				—				6,562
		Comprehensive income																															4,616,246
	Issuance of common stock				50,000				—				—				—				—				50,000				—				50,000
	Note repayments				—				—				—				—				(6,427,000	)			(6,427,000	)			—				(6,427,000	)
	Distributions				—				—				(4,300,000	)			—				4,300,000				—				(457,994	)			(457,994	)
Balances, December 31, 2003					253,000				12,248,436				(15,187,848	)			36,434				32,685,477				30,035,499				1,743,774				31,779,273
	Net income				—				—				23,611,237				—				—				23,611,237				1,266,354				24,877,591
	Change in unrealized gains on securities available for sale				—				—				—				21,207				—				21,207				—				21,207
		Comprehensive income																															24,898,798
	Note repayments				—				—				—				—				(6,172,184	)			(6,172,184	)			—				(6,172,184	)
	Distributions				—				—				(14,800,000	)			—				14,800,000				—				(1,212,968	)			(1,212,968	)
Balances, December 31, 2004				$	253,000				12,248,436				(6,376,611	)			57,641				41,313,293				47,495,759				1,797,160				49,292,919

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						2004				2003				2002
Operating activities:
	Net income					$	24,877,591				4,609,684				3,856,446
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation, depletion and amortization					11,336,082				11,854,838				10,812,214
		Equity in loss of affiliate					151,730				134,557				88,358
		Net realized gain on sale of marketable securities					—				—				(970,557	)
		Cumulative effect of accounting change					—				459,876				—
		Accretion of asset retirement obligation					425,600				337,400				—
		Gain on sale of fixed assets, net					(40,252	)			(1,281,535	)			(129,662	)
		Changes in operating assets and liabilities:
			Trade accounts receivable				(4,273,629	)			(813,116	)			1,436,178
			Notes and other receivables				4,838,131				2,058,477				(941,731	)
			Inventories				(4,053,362	)			(522,843	)			(717,638	)
			Due from affiliate				(16	)			8,188				273,270
			Prepaid expenses and other current assets				24,175				(117,390	)			407,489
			Other assets				(43,235	)			610,154				(137,864	)
			Trade accounts payable				1,721,076				211,688				832,762
			Accrued expenses and other current liabilities				1,977,784				247,009				494,425
			Due to affiliate				21,157				5,000				14,516
			Other liabilities				—				—				539,092
				Net cash provided by operating activities			36,962,832				17,801,987				15,857,298
Investing activities:
	Capital expenditures, including interest capitalized						(1,703,880	)			(2,723,453	)			(3,436,347	)
	Proceeds from disposition of property, plant, and equipment						194,643				2,311,246				627,248
	Investment in affiliate						(130,000	)			(51,235	)			(547,665	)
	Proceeds from sale of available for sale securities						—				—				1,111,328
				Net cash used in investing activities			(1,639,237	)			(463,442	)			(2,245,436	)
Financing activities:
	Repayments on notes payable						—				—				(4,101,760	)
	Repayments on long-term debt						(12,500,302	)			(10,380,094	)			(9,513,446	)
	Repayments on notes payable — stockholder						(4,517,543	)			(2,160,000	)			(251,974	)
	Proceeds from issuance of note payable — affiliate						—				—				400,000
	Proceeds from issuance of notes payable — stockholder						—				—				4,000,000
	Repayments on notes payable — stockholders’ distributions						(6,172,184	)			(6,427,000	)			(4,405,600	)
	Issuance of common stock						—				50,000				—
	Distributions to owners						(1,212,968	)			(457,994	)			(519,000	)
				Net cash used in financing activities			(24,402,997	)			(19,375,088	)			(14,391,780	)
				Net increase (decrease) in cash and cash equivalents			10,920,598				(2,036,543	)			(779,918	)
Cash and cash equivalents at beginning of year							1,786,881				3,823,424				4,603,342
Cash and cash equivalents at end of year						$	12,707,479				1,786,881				3,823,424

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(1)	Business and Basis of Presentation

(a)	Organization and Business

	Mate Creek Energy of W. Va., Inc. (Mate Creek) (S-Corporation)
	Buchanan Energy Company, LLC (Buchanan Energy) (Limited Liability Company)
	Virginia Energy Company (Virginia Energy) (S-Corporation)
	Nicewonder Contracting, Inc. (Nicewonder Contracting) (S-Corporation)
	White Flame Energy, Inc. (White Flame Energy) (S-Corporation)
	Premium Energy, Inc. (Premium Energy) (S-Corporation)
	Twin Star Mining, Inc. (Twin Star) (S-Corporation)
	Powers Shop, LLC (Powers Shop) (Limited Liability Company)

(b)	Principles of Combination

(2)	Summary of Significant Accounting Policies and Practices

(a)	Cash and Cash Equivalents

(b)	Trade Accounts Receivable and Allowance for Doubtful Accounts

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(c)	Inventories

(d)	Investments in Marketable Securities

(e)	Equity Investments

(f)	Property, Plant, and Equipment

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(g)	Impairment of Long-Lived Assets

(h)	Asset Retirement Obligation

(i)	Royalties

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(j)	Revenue Recognition

(k)	Shipping and Handling Costs

(l)	Workers’ Compensation and Pneumoconiosis (Black Lung) Benefits

	Workers’ Compensation

	Black Lung Benefits

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(m)	Income Taxes

(n)	New Accounting Pronouncements

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(o)	Use of Estimates

(3)	Trade Accounts Receivable

				December 31
				2004				2003				2002
Accounts receivable, unrelated parties				$	2,332,587				2,623,554				1,560,713
Accounts receivable, affiliated agent					1,806,692				2,658,162				2,229,076
Road construction contracts receivable:
	Billed				3,281,924				—				678,811
	Unbilled				2,134,142				—				—
		Total trade accounts receivable		$	9,555,345				5,281,716				4,468,600

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(4)	Notes and Other Receivables

			December 31
			2004				2003				2002
Notes receivable — related parties			$	3,448,555				8,254,836				8,841,736
Interest receivable — related parties				23,050				—				1,524,977
Other receivable				500				55,400				2,000
	Total notes and other receivables		$	3,472,105				8,310,236				10,368,713

(5)	Inventories

			December 31
			2004				2003				2002
Raw coal			$	291,549				401,860				507,692
Saleable coal				2,387,608				508,027				495,717
Materials and supplies				4,235,626				1,951,534				1,335,169
	Total inventories		$	6,914,783				2,861,421				2,338,578

(6)	Prepaid Expenses and Other Current Assets

			December 31
			2004				2003				2002
Prepaid insurance			$	654,264				612,684				572,864
Other prepaid expenses				170,449				146,033				77,808
Advanced mining royalties				195,357				77,463				230,818
Refundable excise tax claims				200,413				200,413				203,986
Marketable securities				69,424				46,718				38,823
Deferred contract costs				—				188,805				—
Other assets				501,234				521,993				545,858
	Total prepaid expenses and other current assets		$	1,791,141				1,794,109				1,670,157

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(7)	Marketable Securities

			Available for Sale
							Gross				Gross
							Unrealized				Unrealized
			Cost				Gains				Losses				Fair Value
Equity securities:
	December 31, 2004		$	11,783				57,641				—				69,424
	December 31, 2003			10,284				36,434				—				46,718
	December 31, 2002			8,951				29,872				—				38,823

(8)	Property, Plant, and Equipment

			December 31
			2004				2003				2002
Land			$	1,462,712				1,337,742				1,653,825
Mineral rights				6,673,230				6,673,230				6,673,230
Plant and mining equipment				145,668,580				115,278,957				105,168,027
Vehicles				2,491,369				2,308,050				2,258,270
Mine development				6,892,172				6,641,717				5,457,365
Office equipment and software				130,632				118,763				118,763
				163,318,695				132,358,459				121,329,480
Accumulated depreciation, depletion and amortization				(95,201,851	)			(84,669,214	)			(72,405,656	)
	Property, plant, and equipment, net		$	68,116,844				47,689,245				48,923,824

(9)	Other Assets

			December 31
			2004				2003				2002
Advanced mining royalties			$	1,431,739				1,421,959				495,102
Escrow funds				1,075,032				1,040,385				1,740,745
Investment in Twisted Gun, LLC				354,255				375,985				459,307
Other assets				50,129				51,321				235,331
	Total other assets		$	2,911,155				2,889,650				2,930,485

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(10)	Equity Investment

Equity Method Investment

Funds

Cumulative

Ownership

Percent

Invested

Loss

Interest

Ownership

Twisted Gun, LLC:

December 31, 2004

$

728,900

374,645

354,255

331/3%

December 31, 2003

598,900

222,915

375,985

331/3%

December 31, 2002

547,665

88,358

459,307

331/3%

		December 31
		2004				2003				2002
Current assets		$	149,066				200,691				334,059
Total assets			826,979				1,026,738				1,416,822
Current liabilities			23,585				34,445				14,238
Total liabilities			303,745				418,103				514,199
Members’ capital			523,234				608,635				902,623
Net sales			465,773				529,287				183,178
Selling, general, and administrative expenses			941,749				936,664				384,595
Net loss			(475,317	)			(403,672	)			(197,377	)

(11)	Notes Payable with Related Parties

			December 31
			2004				2003				2002
Note payable to the president and majority stockholder of the Company, due on demand and noninterest bearing			$	2,093,630				2,611,173				4,771,173
Note payable to the president and majority stockholder of the Company, due on demand including interest at LIBOR plus 1.75% (paid in 2004)				—				4,000,000				4,000,000
	Total notes payable — stockholder		$	2,093,630				6,611,173				8,771,173

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(12)	Accrued Expenses and Other Current Liabilities

			December 31
			2004				2003				2002
Wages and employee benefits			$	2,910,982				2,298,787				1,999,629
Taxes other than income taxes				2,355,496				1,995,985				2,189,172
Workers’ compensation insurance premium payable				865,363				511,078				596,930
Interest payable				31,484				43,667				75,088
Billings in excess of costs and estimated earnings on uncompleted contract				438,173				—				—
Other liabilities				504,449				278,646				20,335
	Total accrued expenses and other current liabilities		$	7,105,947				5,128,163				4,881,154

(13)	Uncompleted Contract

Costs incurred on uncompleted contract		$	7,926,442
Estimated earnings thereon			—
			7,926,442
Less billings to date			8,364,615
		$	(438,173	)
Costs and estimated earnings in excess of billings on uncompleted contract		$	—
Billings in excess of costs and estimated earnings on uncompleted contract			(438,173	)
		$	(438,173	)

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(14)	Long-Term Debt

			December 31
			2004				2003				2002
Notes payable to Caterpillar Financial Services Corporation, monthly payments from $7,769 to $88,316 including interest from 1.74% to 7.67%, due through January 2008, collateralized by related equipment			$	15,114,379				12,079,922				16,173,777
Notes payable to General Electric Capital Corporation, monthly payments from $12,645 to $100,726 including interest from 3.11% to 7.45%, due through July 2010, collateralized by related equipment				12,437,349				1,840,551				2,362,743
Notes payable to FCC Equipment Financing, Inc., monthly payments from $7,509 to $17,711 including interest from 5.25% to 6.53%, due through December 2007, collateralized by related equipment				1,754,095				—				—
Notes payable to Branch Banking and Trust Company, monthly payments from approximately $11,432 to $66,797 including interest from LIBOR (2.34% at December 31, 2004) to LIBOR plus 3%, due through April 2008, collateralized by related equipment				2,594,665				1,719,915				2,409,139
$703,144 note payable to Heartwood Forestland Fund II with imputed interest at 5.0%, payable in two annual installments of $351,572, due October 22, 2005				334,462				652,643				—
Notes payable to Komatsu Financial Company, paid in full in October 2004				—				134,029				345,735
	Total long-term debt			32,234,950				16,427,060				21,291,394
Less current portion of long-term debt				11,467,093				9,709,979				9,716,000
	Long-term debt, net of current portion		$	20,767,857				6,717,081				11,575,394

Year ending December 31:
	2005		$	11,467,093
	2006			9,145,646
	2007			5,654,024
	2008			2,596,549
	2009			2,012,134
	Thereafter			1,359,504
			$	32,234,950

(15)	Asset Retirement Obligation

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Adoption of SFAS No. 143 asset retirement obligation at January 1, 2003			$	5,940,800
Accretion for 2003				337,400
Sites added in 2003				313,000
	Total asset retirement obligation at December 31, 2003			6,591,200
Accretion for 2004				425,600
Sites added in 2004				1,906,000
	Total asset retirement obligation at December 31, 2004		$	8,922,800

(16)	Fair Value of Financial Instruments

(17)	Defined Contribution Retirement Plan

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(18)	Related Party Transactions

		Years Ended December 31
		2004				2003				2002
Management and engineering fees		$	1,205,204				1,143,632				1,135,796
Interest income			88,083				173,123				417,894
Interest expense			29,079				115,123				118,908
Equipment rental income			182,640				81,300				84,575

(19)	Commitments

(a)	Operating Leases

				Equipment				Coal
				Rental				Royalty				Total
Year ending December 31:
	2005			$	207,983				676,000				883,983
	2006				80,992				11,000				91,992
	2007				—				11,000				11,000
	2008				—				1,000				1,000
	2009				—				1,000				1,000
	Thereafter				—				10,000				10,000
		Total		$	288,975				710,000				998,975

(b)	Other Commitments

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(c)	Construction Contracts

Contracts in progress:
	Gross contracts awarded				$	94,397,767
		Less completed portions				7,926,442
						86,471,325
Scheduled contracts						8,482,625
			Totals		$	94,953,950

(20)	Concentrations and Major Customers

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(21)	Contingencies

(22)	Supplemental Cash Flow Disclosures

			Years Ended December 31
			2004				2003				2002
Cash paid for interest (net of amounts capitalized)			$	1,363,361				1,518,264				1,774,938
Noncash investing and financing activities:
	Net change in unrealized gain on securities available-for-sale			21,207				6,562				(605,908	)
	Property and equipment purchases financed with notes payable to sellers			28,308,192				4,863,117				12,515,015
	Noncash distributions to stockholders			14,800,000				4,300,000				5,600,000
	Addition to ARO asset and liability			1,906,000				313,000				—
	Advance mining royalty financed with note payable to seller			—				652,643				—

(23)	Other Comprehensive Income (Loss)

				Years Ended December 31
				2004				2003				2002
Unrealized net gains, on marketable securities, available-for-sale:
	Net unrealized holding gains during the year			$	21,207				6,562				364,649
	Reclassification adjustments for gains included in net income				—				—				(970,557	)
		Other comprehensive income (loss)		$	21,207				6,562				(605,908	)

(24)	Subsequent Events

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Item 13.	Other Expenses of Issuance and Distribution.

Securities and Exchange Commission Registration Fee		$	38,606
Printing and Engraving Expenses			250,000
Blue Sky Fees and Expenses			5,000
Legal Fees			500,000
Accounting Fees			300,000
Registrar and Transfer Agent Fees			15,000
NASD Filing Fee			32,000
Miscellaneous Expenses			59,394
		$	1,200,000

Item 14.	Indemnification of Directors and Officers.

	•	we must indemnify our directors and officers to the fullest extent permitted by Delaware law;
	•	we may advance expenses, as incurred, to our directors and executive officers in connection with a legal proceeding to the fullest extent permitted by Delaware Law; and
	•	we may indemnify our other employees and agents to the same extent that we indemnified our officers and directors, unless otherwise determined by our board of directors.
	•	Pursuant to Section 145(a) of the DGCL, we may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, agent or employee of our company or is or was serving at our request as a director, officer, agent, or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgment, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding. Pursuant to Section 145(b) of the DGCL, the power to indemnify also applies to actions brought by or in the right of the corporation as well, but only to the extent of defense expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit. Pursuant to Section 145(b), we shall not indemnify any person in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to us unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. The power to indemnify under Sections 145(a) and (b) of the DGCL applies (i) if such person is successful on the merits or otherwise in defense of any action, suit or proceeding, or (ii) if such person acted in good faith and in a manner he reasonably believed to be

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		in the best interest, or not opposed to the best interest, of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Item 15.	Recent Sales of Unregistered Securities.

Item 16.	Exhibits and Financial Statement Schedules.

Exhibit
No.				Description of Exhibit
	1	.1*		Form of Underwriting Agreement
	2	.1		Asset Purchase Agreement by and between Pittston Coal Company and Dickenson-Russell Coal Company, LLC, dated as of October 29, 2002, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.2		Asset Purchase Agreement by and between Pittston Coal Company and Paramont Coal Company Virginia, LLC, dated as of October 29, 2002, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.3		Asset Purchase Agreement by and between Pittston Coal Company and Alpha Land and Reserves, LLC, dated as of October 29, 2002, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)

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Exhibit
No.				Description of Exhibit
	2	.4		Asset Purchase Agreement by and between Pittston Coal Company and Alpha Coal Sales Co., LLC, dated as of October 29, 2002, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.5		Asset Purchase Agreement by and between Pittston Coal Company and Alpha Terminal Company, LLC, dated as of October 29, 2002, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.6		Asset Purchase Agreement by and between Pittston Coal Company and Maxxim Rebuild Co., LLC, dated as of October 29, 2002, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.7		Purchase and Sale Agreement by and among El Paso CGP Company and AMFIRE, LLC dated as of November 14, 2002, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.8		Contribution Agreement among the FRC Parties, the AMCI Parties, ANR Holdings, LLC and the Additional Persons listed on the signature pages dated as of March 11, 2003, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.9		Purchase and Sale Agreement made and entered into as of January 31, 2003 by and among Alpha Land and Reserves, LLC and CSTL, LLC (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.10		Purchase and Sale Agreement dated as of April 9, 2003 by and between Alpha Land and Reserves, LLC and CSTL LLC (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.11		Purchase and Sale Agreement dated as of April 9, 2003 by and between Dickenson-Russell Coal Company, LLC and WBRD LLC (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.12		Letter agreement dated April 9, 2003 among Alpha Natural Resources, LLC, Dickenson-Russell Company, LLC, Alpha Land and Reserves, LLC, CSTL LLC, WBRD LLC, and Natural Resources Partners L.P. (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.13		Asset Purchase Agreement by and among S&M Mining, S&M Mining, Inc. and AMFIRE Mining Company, LLC dated October 29, 2003, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.14		Asset Purchase Agreement by and among DLR Coal Co., DLR Mining, Inc. and AMFIRE Mining Company, LLC dated October 29, 2003, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.15		Asset Purchase Agreement by and between Mears Enterprises, Inc. and AMFIRE Mining Company, LLC dated October 29, 2003, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)

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Exhibit
No.				Description of Exhibit
	2	.16		Internal Restructuring Agreement dated as of February 11, 2005 by and among Alpha Natural Resources, Inc., Alpha NR Ventures, Inc., ANR Holdings, LLC, the FRC Parties named therein, the AMCI Parties named therein, Madison Capital Funding LLC, Alpha Coal Management, LLC and the Management Members named therein (Incorporated by reference to Exhibit 2.16 to the Annual Report on Form 10-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on March 30, 2005.)
	2	.17		Sixth Amendment to Contribution Agreement by and among the FRC Parties, the AMCI Parties, ANR Holdings, LLC and Alpha Natural Resources, Inc. (Incorporated by reference to Exhibit 2.17 to the Annual Report on Form 10-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on March 30, 2005.)
	2	.18		Asset Purchase Agreement dated April 14, 2005, by and among Gallup Transportation and Transloading Company, LLC, NATIONAL KING COAL LLC and NKC Acquisition, LLC (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on April 15, 2005.)
	2	.19		Acquisition Agreement dated as of September 23, 2005 among Alpha Natural Resources, LLC, Mate Creek Energy of W. Va., Inc., Virginia Energy Company, the unitholders of Powers Shop, LLC, and the shareholders of White Flame Energy, Inc., Twin Star Mining, Inc. and Nicewonder Contracting, Inc. (the “Acquisition Agreement”) (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on September 26, 2005.)
	2	.20		Membership Unit Purchase Agreement dated as of September 23, 2005 among Premium Energy, LLC and the unitholders of Buchanan Energy Company, LLC (the “Membership Unit Purchase Agreement”) (Incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on September 26, 2005.)
	2	.21		Agreement and Plan of Merger dated as of September 23, 2005 among Alpha Natural Resources, Inc., Alpha Natural Resources, LLC, Premium Energy, LLC, Premium Energy, Inc. and the shareholders of Premium Energy, Inc. (the “Premium Energy Shareholders”) (the “Merger Agreement”) (Incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on September 26, 2005.)
	2	.22		Indemnification Agreement dated as of September 23, 2005 among Alpha Natural Resources, Inc., Alpha Natural Resources, LLC, Premium Energy, LLC, the other parties to the Acquisition Agreement, the Premium Energy Shareholders, and certain of the unitholders of Buchanan Energy Company, LLC (Incorporated by reference to Exhibit 2.4 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on September 26, 2005.)
	2	.23		Letter Agreement dated of as September 23, 2005 among Alpha Natural Resources, Inc., Alpha Natural Resources, LLC, Premium Energy, LLC and the other parties to the Acquisition Agreement, the Membership Unit Purchase Agreement and the Merger Agreement (Incorporated by reference to Exhibit 2.5 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on September 26, 2005.)
	2	.24		Letter Agreement dated October 26, 2005 (the “Letter Agreement”) among Alpha Natural Resources, Inc., Alpha Natural Resources, LLC, Premium Energy, LLC, Premium Energy, Inc. and the Sellers Representative named therein amending certain provisions of (i) the Acquisition Agreement dated September 23, 2005, among certain parties to the Letter Agreement and certain other parties named therein, (ii) the Agreement and Plan of Merger dated September 23, 2005, among the parties to the Letter Agreement and certain other parties named therein and (iii) the Indemnification Agreement dated September 23, 2005, among the parties to the Letter Agreement and certain other parties named therein. (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on October 31, 2005.)

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Exhibit
No.				Description of Exhibit
	2	.25		Assignment of Rights Under Certain Agreements executed as of October 26, 2005 among Alpha Natural Resources, LLC, Mate Creek Energy, LLC, Callaway Natural Resources, Inc., Premium Energy, LLC and Virginia Energy Company, LLC (Incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on October 31, 2005.)
	3	.1		Restated Certificate of Incorporation of Alpha Natural Resources, Inc. (Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on March 30, 2005.)
	3	.2		Amended and Restated Bylaws of Alpha Natural Resources, Inc. (Incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on March 30, 2005.)
	4	.1		Form of certificate of Alpha Natural Resources, Inc. common stock (Incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on February 2, 2005.)
	4	.2		Indenture dated as of May 18, 2004 among Alpha Natural Resources, LLC, Alpha Natural Resources Capital Corp., the Guarantors named therein and Wells Fargo Bank, N.A., as Trustee (Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	4	.3		First Supplemental Indenture dated as of February 1, 2005 among Alpha Natural Resources, LLC, Alpha Natural Resources Capital Corp., the Guarantors party thereto and Wells Fargo Bank, N.A., as Trustee (Incorporated by reference to Exhibit 4.3 to the Annual Report on Form 10-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on March 30, 2005.)
	4	.4		Second Supplemental Indenture dated as of March 30, 2005 among Alpha Natural Resources, LLC, Alpha Natural Resources Capital Corp., Alpha NR Holding, Inc., Alpha NR Ventures, Inc., ANR Holdings, LLC, the Guarantors party thereto and Wells Fargo Bank, N.A., as Trustee (Incorporated by reference to Exhibit 4.4 to the Annual Report on Form 10-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on March 30, 2005.)
	4	.5		Third Supplemental Indenture dated as of October 26, 2005 among Alpha Natural Resources, LLC, Alpha Natural Resources Capital Corp., Alpha NR Holding, Inc., ANR Holdings, LLC, the Guarantors party thereto, the Guaranteeing Subsidiaries party thereto and Wells Fargo Bank, N.A., as Trustee (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on October 31, 2005.)
	4	.6*		Fourth Supplemental Indenture dated as of January 3, 2006 among Alpha Natural Resources, LLC, Alpha Natural Resources Capital Corp., Alpha NR Holding, Inc., the Guarantors party thereto, the Guaranteeing Subsidiaries party thereto and Wells Fargo Bank, N.A., as Trustee
	5	.1*		Opinion of Bartlit Beck Herman Palenchar & Scott LLP
	10	.1		Credit Agreement dated as of October 26, 2005, among Alpha NR Holding, Inc., Alpha Natural Resources, LLC, the Lenders and Issuing Banks party thereto from time to time, Citicorp North America, Inc., as administrative agent and as collateral agent for the Lenders and Issuing Banks, UBS Securities LLC as syndication agent, the co-documentation agents party thereto, Citigroup Global Markets Inc. and UBS Securities LLC, as joint lead arrangers and joint book managers. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on October 31, 2005.)
	10	.2		Guarantee and Collateral Agreement, dated as of October 26, 2005, made by each of the Grantors as defined therein, in favor of Citicorp North America, Inc., as administrative agent and as collateral agent for the banks and other financial institutions or entities from time to time parties to the Credit Agreement and the other Secured Parties, as defined therein. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on October 31, 2005.)

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Exhibit
No.				Description of Exhibit
	10	.3		Credit Agreement dated as of May 28, 2004, among ANR Holdings, LLC, Alpha Natural Resources, LLC, the Lenders from time to time party thereto, Citicorp North America, Inc., as administrative agent and as collateral agent, Credit Suisse First Boston, acting through its Cayman Islands Branch, as syndication agent, UBS Securities LLC, as documentation agent, Credit Suisse First Boston, acting through its Cayman Islands Branch, UBS Securities LLC and Citigroup Global Markets Inc., as joint lead arrangers and Credit Suisse First Boston, acting through its Cayman Islands Branch, and UBS Securities LLC, as joint bookrunners (the “Credit Agreement”) (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	10	.4		First Amendment, dated as of August 6, 2004, to Credit Agreement (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	10	.5		Second Amendment, dated as of December 28, 2004, to Credit Agreement (Incorporated by reference to Exhibit 10.16 to Amendment No. 2 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on February 2, 2005.)
	10	.6		Third Amendment, dated as of January 25, 2005, to Credit Agreement (Incorporated by reference to Exhibit 10.16 to Amendment No. 2 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on February 2, 2005.)
	10	.7		Fourth Amendment, dated as of March 28, 2005, to Credit Agreement (Incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on March 30, 2005.)
	10	.8		Guarantee and Collateral Agreement, dated as of May 28, 2004, made by Alpha Natural Resources, LLC, ANR Holdings, LLC and each of the other Guarantors named therein, in favor of Citicorp North America, Inc., as administrative agent and as collateral agent (the “Guarantee and Collateral Agreement”) (Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	10	.9		First Amendment, dated as of August 6, 2004 to Guarantee and Collateral Agreement (Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	10	.10		Second Amended and Restated Employment Agreement between Alpha Natural Resources Services, LLC and Michael J. Quillen dated January 28, 2005 (Incorporated by reference to Exhibit 10.6 to Amendment No. 2 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on February 2, 2005.)
	10	.11		Employment Agreement between Alpha Natural Resources, LLC and D. Scott Kroh dated January 1, 2003, as amended (Incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	10	.12		Amended and Restated Stockholder Agreement dated as of October 26, 2005, by and among Alpha Natural Resources, Inc., the FRC Parties named therein, the AMCI Parties named therein, Madison Capital Funding LLC, the Nicewonder Parties named therein, and the other stockholders named therein. (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on October 31, 2005.)
	10	.13		Letter agreement dated October 25, 2005, by the FRC Parties named therein and the AMCI Parties named therein, amending certain provisions of the Stockholder Agreement. (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on October 31, 2005.)

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Exhibit
No.				Description of Exhibit
	10	.14		Letter agreement dated December 8, 2005, by the FRC Parties named therein and the AMCI Parties named therein and Alpha Natural Resources, Inc., amending certain provisions of the Stockholder Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on December 12, 2005.)
	10	.15		Alpha Natural Resources Annual Incentive Bonus (AIB) Plan (the “AIB Plan”) (Incorporated by reference to Exhibit 10.9 to Amendment No. 2 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on February 2, 2005.)
	10	.16		Amended and Restated Alpha Coal Management LLC 2004 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.10 to Amendment No. 2 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on February 2, 2005.)
	10	.17		Alpha Natural Resources, Inc. 2005 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.11 to Amendment No. 2 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on February 2, 2005.)
	10	.18		Form of Alpha Natural Resources, Inc. Grantee Stock Option Agreement for Alpha Natural Resources, Inc. 2005 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on March 30, 2005.)
	10	.19		Form of Alpha Natural Resources, Inc. Restricted Stock Agreement for Alpha Natural Resources, Inc. 2005 Long-Term Incentive Plan (Incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-8 of Alpha Natural Resources, Inc. (File No. 333-127528) filed on August 15, 2005.)
	10	.20		Amended and Restated Alpha Natural Resources, Inc. and Subsidiaries Deferred Compensation Plan First (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Alpha Natural Resources, Inc. (File No. 1-32423) filed on August 15, 2005.)
	10	.21†		Coal Mining Lease dated April 9, 2003, effective as of April 1, 2003, by and between CSTL LLC (subsequently renamed ACIN LLC) and Alpha Land and Reserves, LLC, as amended (Incorporated by reference to Exhibit 10.12 to Amendment No. 1 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on January 12, 2005.)
	10	.22†		Coal Mining Lease dated April 9, 2003, effective as of April 1, 2003, by and between WBRD LLC and Dickenson-Russell Coal Company, LLC, as amended (Incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on January 12, 2005.)
	10	.23†		Coal Mining Lease dated December 4, 2002, effective as of December 1, 2002, by and between CSTL LLC (subsequently renamed ACIN LLC) and Coastal Coal-West Virginia, LLC (subsequently renamed Brooks Run Mining Company), and Lease Assignment and Assumption Agreement made and entered into as of March 6, 2003, by and between Brooks Run Mining Company, LLC (formerly named Coastal Coal-West Virginia, LLC) and Kingwood Mining Company, LLC (Incorporated by reference to Exhibit 10.14 to Amendment No. 1 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on January 12, 2005.)
	10	.24		Cash bonus awards paid to certain executive officers of Alpha Natural Resources, Inc. with respect to fiscal 2004 as reported on Alpha Natural Resources, Inc.’s Current Report on Form 8-K filed on March 4, 2005 and incorporated by this reference
	10	.25		Base salary amounts set for Alpha Natural Resources, Inc.’s named executive officers as reported on Alpha Natural Resources, Inc.’s Current Report on Form 8-K filed on March 4, 2005 and incorporated by this reference
	10	.26		Base salary amount set for Michael D. Brown as reported in Item 5 of Alpha Natural Resources, Inc.’s Quarterly Report on Form 10-Q filed on November 14, 2005 and incorporated by this reference.

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Exhibit
No.				Description of Exhibit
	10	.27		Performance goals and target bonuses set for 2005 under the AIB Plan for Alpha Natural Resources, Inc.’s executive officers as reported on Alpha Natural Resources, Inc.’s Current Report on Form 8-K filed on April 27, 2005 and incorporated by this reference.
	10	.28**		Summary of Retention Compensation Plan approved for certain executive officers of Alpha Natural Resources, Inc.
	21	.1*		List of Subsidiaries
	23	.1*		Consent of Bartlit Beck Herman Palenchar & Scott LLP (included as part of its opinion filed as Exhibit 5.1 hereto)
	23	.2**		Consent of Marshall Miller & Associates
	23	.3*		Consent of KPMG LLP
	23	.4*		Consent of KPMG LLP
	23	.5*		Consent of KPMG LLP
	23	.6*		Consent of KPMG LLP
	24	.1**		Powers of Attorney by Michael J. Quillen, David C. Stuebe, Eddie W. Neely, E. Linn Draper, Jr., Glenn A. Eisenberg, John W. Fox, Jr., Fritz R. Kundrun and Hans J. Mende
	24	.2**		Powers of Attorney by Alex T. Krueger and William E. Macaulay

	†	Confidential treatment has been granted with respect to portions of the exhibit. Confidential portions have been omitted from this public filing and have been filed separately with the Securities and Exchange Commission.

	*	Filed herewith.

**	Previously filed.

Item 17.	Undertakings.

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	(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(2) For purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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	ALPHA NATURAL RESOURCES, INC.

	By:	/s/ Vaughn R. Groves

	Name:        Vaughn R. Groves

	Title:	Vice President, Secretary and General Counsel

Signature				Title
* Michael J. Quillen				President, Chief Executive Officer and Director (Principal Executive Officer)
* David C. Stuebe				Vice President and Chief Financial Officer (Principal Financial Officer)
* Eddie W. Neely				Vice President, Assistant Secretary and Controller (Principal Accounting Officer)
*  E. Linn Draper, Jr.				Director
* Glenn A. Eisenberg				Director
*  John W. Fox, Jr.				Director
* Alex T. Krueger				Director
* Fritz R. Kundrun				Director

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Signature				Title
* William E. Macaulay				Director
* Hans J. Mende				Director
		*/s/ Vaughn R. Groves Vaughn R. Groves Attorney-in-Fact

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Exhibit
No.				Description of Exhibit
	1	.1*		Form of Underwriting Agreement
	2	.1		Asset Purchase Agreement by and between Pittston Coal Company and Dickenson-Russell Coal Company, LLC, dated as of October 29, 2002, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.2		Asset Purchase Agreement by and between Pittston Coal Company and Paramont Coal Company Virginia, LLC, dated as of October 29, 2002, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.3		Asset Purchase Agreement by and between Pittston Coal Company and Alpha Land and Reserves, LLC, dated as of October 29, 2002, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.4		Asset Purchase Agreement by and between Pittston Coal Company and Alpha Coal Sales Co., LLC, dated as of October 29, 2002, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.5		Asset Purchase Agreement by and between Pittston Coal Company and Alpha Terminal Company, LLC, dated as of October 29, 2002, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.6		Asset Purchase Agreement by and between Pittston Coal Company and Maxxim Rebuild Co., LLC, dated as of October 29, 2002, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.7		Purchase and Sale Agreement by and among El Paso CGP Company and AMFIRE, LLC dated as of November 14, 2002, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.8		Contribution Agreement among the FRC Parties, the AMCI Parties, ANR Holdings, LLC and the Additional Persons listed on the signature pages dated as of March 11, 2003, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.9		Purchase and Sale Agreement made and entered into as of January 31, 2003 by and among Alpha Land and Reserves, LLC and CSTL, LLC (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.10		Purchase and Sale Agreement dated as of April 9, 2003 by and between Alpha Land and Reserves, LLC and CSTL LLC (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.11		Purchase and Sale Agreement dated as of April 9, 2003 by and between Dickenson-Russell Coal Company, LLC and WBRD LLC (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.12		Letter agreement dated April 9, 2003 among Alpha Natural Resources, LLC, Dickenson-Russell Company, LLC, Alpha Land and Reserves, LLC, CSTL LLC, WBRD LLC, and Natural Resources Partners L.P. (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)

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Exhibit
No.				Description of Exhibit
	2	.13		Asset Purchase Agreement by and among S&M Mining, S&M Mining, Inc. and AMFIRE Mining Company, LLC dated October 29, 2003, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.14		Asset Purchase Agreement by and among DLR Coal Co., DLR Mining, Inc. and AMFIRE Mining Company, LLC dated October 29, 2003, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.15		Asset Purchase Agreement by and between Mears Enterprises, Inc. and AMFIRE Mining Company, LLC dated October 29, 2003, as amended (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	2	.16		Internal Restructuring Agreement dated as of February 11, 2005 by and among Alpha Natural Resources, Inc., Alpha NR Ventures, Inc., ANR Holdings, LLC, the FRC Parties named therein, the AMCI Parties named therein, Madison Capital Funding LLC, Alpha Coal Management, LLC and the Management Members named therein (Incorporated by reference to Exhibit 2.16 to the Annual Report on Form 10-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on March 30, 2005.)
	2	.17		Sixth Amendment to Contribution Agreement by and among the FRC Parties, the AMCI Parties, ANR Holdings, LLC and Alpha Natural Resources, Inc. (Incorporated by reference to Exhibit 2.17 to the Annual Report on Form 10-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on March 30, 2005.)
	2	.18		Asset Purchase Agreement dated April 14, 2005, by and among Gallup Transportation and Transloading Company, LLC, NATIONAL KING COAL LLC and NKC Acquisition, LLC (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on April 15, 2005.)
	2	.19		Acquisition Agreement dated as of September 23, 2005 among Alpha Natural Resources, LLC, Mate Creek Energy of W. Va., Inc., Virginia Energy Company, the unitholders of Powers Shop, LLC, and the shareholders of White Flame Energy, Inc., Twin Star Mining, Inc. and Nicewonder Contracting, Inc. (the “Acquisition Agreement”) (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on September 26, 2005.)
	2	.20		Membership Unit Purchase Agreement dated as of September 23, 2005 among Premium Energy, LLC and the unitholders of Buchanan Energy Company, LLC (the “Membership Unit Purchase Agreement”) (Incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on September 26, 2005.)
	2	.21		Agreement and Plan of Merger dated as of September 23, 2005 among Alpha Natural Resources, Inc., Alpha Natural Resources, LLC, Premium Energy, LLC, Premium Energy, Inc. and the shareholders of Premium Energy, Inc. (the “Premium Energy Shareholders”) (the “Merger Agreement”) (Incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on September 26, 2005.)
	2	.22		Indemnification Agreement dated as of September 23, 2005 among Alpha Natural Resources, Inc., Alpha Natural Resources, LLC, Premium Energy, LLC, the other parties to the Acquisition Agreement, the Premium Energy Shareholders, and certain of the unitholders of Buchanan Energy Company, LLC (Incorporated by reference to Exhibit 2.4 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on September 26, 2005.)
	2	.23		Letter Agreement dated of as September 23, 2005 among Alpha Natural Resources, Inc., Alpha Natural Resources, LLC, Premium Energy, LLC and the other parties to the Acquisition Agreement, the Membership Unit Purchase Agreement and the Merger Agreement (Incorporated by reference to Exhibit 2.5 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on September 26, 2005.)

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Exhibit
No.				Description of Exhibit
	2	.24		Letter Agreement dated October 26, 2005 (the “Letter Agreement”) among Alpha Natural Resources, Inc., Alpha Natural Resources, LLC, Premium Energy, LLC, Premium Energy, Inc. and the Sellers Representative named therein amending certain provisions of (i) the Acquisition Agreement dated September 23, 2005, among certain parties to the Letter Agreement and certain other parties named therein, (ii) the Agreement and Plan of Merger dated September 23, 2005, among the parties to the Letter Agreement and certain other parties named therein and (iii) the Indemnification Agreement dated September 23, 2005, among the parties to the Letter Agreement and certain other parties named therein. (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on October 31, 2005.)
	2	.25		Assignment of Rights Under Certain Agreements executed as of October 26, 2005 among Alpha Natural Resources, LLC, Mate Creek Energy, LLC, Callaway Natural Resources, Inc., Premium Energy, LLC and Virginia Energy Company, LLC (Incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on October 31, 2005.)
	3	.1		Restated Certificate of Incorporation of Alpha Natural Resources, Inc. (Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on March 30, 2005.)
	3	.2		Amended and Restated Bylaws of Alpha Natural Resources, Inc. (Incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on March 30, 2005.)
	4	.1		Form of certificate of Alpha Natural Resources, Inc. common stock (Incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on February 2, 2005.)
	4	.2		Indenture dated as of May 18, 2004 among Alpha Natural Resources, LLC, Alpha Natural Resources Capital Corp., the Guarantors named therein and Wells Fargo Bank, N.A., as Trustee (Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	4	.3		First Supplemental Indenture dated as of February 1, 2005 among Alpha Natural Resources, LLC, Alpha Natural Resources Capital Corp., the Guarantors party thereto and Wells Fargo Bank, N.A., as Trustee (Incorporated by reference to Exhibit 4.3 to the Annual Report on Form 10-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on March 30, 2005.)
	4	.4		Second Supplemental Indenture dated as of March 30, 2005 among Alpha Natural Resources, LLC, Alpha Natural Resources Capital Corp., Alpha NR Holding, Inc., Alpha NR Ventures, Inc., ANR Holdings, LLC, the Guarantors party thereto and Wells Fargo Bank, N.A., as Trustee (Incorporated by reference to Exhibit 4.4 to the Annual Report on Form 10-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on March 30, 2005.)
	4	.5		Third Supplemental Indenture dated as of October 26, 2005 among Alpha Natural Resources, LLC, Alpha Natural Resources Capital Corp., Alpha NR Holding, Inc., ANR Holdings, LLC, the Guarantors party thereto, the Guaranteeing Subsidiaries party thereto and Wells Fargo Bank, N.A., as Trustee (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on October 31, 2005.)
	4	.6*		Fourth Supplemental Indenture dated as of January 3, 2006 among Alpha Natural Resources, LLC, Alpha Natural Resources Capital Corp., Alpha NR Holding, Inc., the Guarantors party thereto, the Guaranteeing Subsidiaries party thereto and Wells Fargo Bank, N.A., as Trustee
	5	.1*		Opinion of Bartlit Beck Herman Palenchar & Scott LLP

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Exhibit
No.				Description of Exhibit
	10	.1		Credit Agreement dated as of October 26, 2005, among Alpha NR Holding, Inc., Alpha Natural Resources, LLC, the Lenders and Issuing Banks party thereto from time to time, Citicorp North America, Inc., as administrative agent and as collateral agent for the Lenders and Issuing Banks, UBS Securities LLC as syndication agent, the co-documentation agents party thereto, Citigroup Global Markets Inc. and UBS Securities LLC, as joint lead arrangers and joint book managers. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on October 31, 2005.)
	10	.2		Guarantee and Collateral Agreement, dated as of October 26, 2005, made by each of the Grantors as defined therein, in favor of Citicorp North America, Inc., as administrative agent and as collateral agent for the banks and other financial institutions or entities from time to time parties to the Credit Agreement and the other Secured Parties, as defined therein. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on October 31, 2005.)
	10	.3		Credit Agreement dated as of May 28, 2004, among ANR Holdings, LLC, Alpha Natural Resources, LLC, the Lenders from time to time party thereto, Citicorp North America, Inc., as administrative agent and as collateral agent, Credit Suisse First Boston, acting through its Cayman Islands Branch, as syndication agent, UBS Securities LLC, as documentation agent, Credit Suisse First Boston, acting through its Cayman Islands Branch, UBS Securities LLC and Citigroup Global Markets Inc., as joint lead arrangers and Credit Suisse First Boston, acting through its Cayman Islands Branch, and UBS Securities LLC, as joint bookrunners (the “Credit Agreement”) (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	10	.4		First Amendment, dated as of August 6, 2004, to Credit Agreement (Incorporated by reference to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	10	.5		Second Amendment, dated as of December 28, 2004, to Credit Agreement (Incorporated by reference to Exhibit 10.16 to Amendment No. 2 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on February 2, 2005.)
	10	.6		Third Amendment, dated as of January 25, 2005, to Credit Agreement (Incorporated by reference to Exhibit 10.16 to Amendment No. 2 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on February 2, 2005.)
	10	.7		Fourth Amendment, dated as of March 28, 2005, to Credit Agreement (Incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on March 30, 2005.)
	10	.8		Guarantee and Collateral Agreement, dated as of May 28, 2004, made by Alpha Natural Resources, LLC, ANR Holdings, LLC and each of the other Guarantors named therein, in favor of Citicorp North America, Inc., as administrative agent and as collateral agent (the “Guarantee and Collateral Agreement”) (Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	10	.9		First Amendment, dated as of August 6, 2004 to Guarantee and Collateral Agreement (Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)
	10	.10		Second Amended and Restated Employment Agreement between Alpha Natural Resources Services, LLC and Michael J. Quillen dated January 28, 2005 (Incorporated by reference to Exhibit 10.6 to Amendment No. 2 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on February 2, 2005.)
	10	.11		Employment Agreement between Alpha Natural Resources, LLC and D. Scott Kroh dated January 1, 2003, as amended (Incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on December 6, 2004.)

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Exhibit
No.				Description of Exhibit
	10	.12		Amended and Restated Stockholder Agreement dated as of October 26, 2005, by and among Alpha Natural Resources, Inc., the FRC Parties named therein, the AMCI Parties named therein, Madison Capital Funding LLC, the Nicewonder Parties named therein, and the other stockholders named therein. (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on October 31, 2005.)
	10	.13		Letter agreement dated October 25, 2005, by the FRC Parties named therein and the AMCI Parties named therein, amending certain provisions of the Stockholder Agreement. (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on October 31, 2005.)
	10	.14		Letter agreement dated December 8, 2005, by the FRC Parties named therein and the AMCI Parties named therein and Alpha Natural Resources, Inc., amending certain provisions of the Stockholder Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on December 12, 2005.)
	10	.15		Alpha Natural Resources Annual Incentive Bonus (AIB) Plan (the “AIB Plan”) (Incorporated by reference to Exhibit 10.9 to Amendment No. 2 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on February 2, 2005.)
	10	.16		Amended and Restated Alpha Coal Management LLC 2004 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.10 to Amendment No. 2 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on February 2, 2005.)
	10	.17		Alpha Natural Resources, Inc. 2005 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.11 to Amendment No. 2 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on February 2, 2005.)
	10	.18		Form of Alpha Natural Resources, Inc. Grantee Stock Option Agreement for Alpha Natural Resources, Inc. 2005 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on March 30, 2005.)
	10	.19		Form of Alpha Natural Resources, Inc. Restricted Stock Agreement for Alpha Natural Resources, Inc. 2005 Long-Term Incentive Plan (Incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-8 of Alpha Natural Resources, Inc. (File No. 333-127528) filed on August 15, 2005.)
	10	.20		Amended and Restated Alpha Natural Resources, Inc. and Subsidiaries Deferred Compensation Plan First (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Alpha Natural Resources, Inc. (File No. 1-32423) filed on August 15, 2005.)
	10	.21†		Coal Mining Lease dated April 9, 2003, effective as of April 1, 2003, by and between CSTL LLC (subsequently renamed ACIN LLC) and Alpha Land and Reserves, LLC, as amended (Incorporated by reference to Exhibit 10.12 to Amendment No. 1 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on January 12, 2005.)
	10	.22†		Coal Mining Lease dated April 9, 2003, effective as of April 1, 2003, by and between WBRD LLC and Dickenson-Russell Coal Company, LLC, as amended (Incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on January 12, 2005.)
	10	.23†		Coal Mining Lease dated December 4, 2002, effective as of December 1, 2002, by and between CSTL LLC (subsequently renamed ACIN LLC) and Coastal Coal-West Virginia, LLC (subsequently renamed Brooks Run Mining Company), and Lease Assignment and Assumption Agreement made and entered into as of March 6, 2003, by and between Brooks Run Mining Company, LLC (formerly named Coastal Coal-West Virginia, LLC) and Kingwood Mining Company, LLC (Incorporated by reference to Exhibit 10.14 to Amendment No. 1 to the Registration Statement on Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002) filed on January 12, 2005.)

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Table of Contents

Exhibit
No.				Description of Exhibit
	10	.24		Cash bonus awards paid to certain executive officers of Alpha Natural Resources, Inc. with respect to fiscal 2004 as reported on Alpha Natural Resources, Inc.’s Current Report on Form 8-K filed on March 4, 2005 and incorporated by this reference
	10	.25		Base salary amounts set for Alpha Natural Resources, Inc.’s named executive officers as reported on Alpha Natural Resources, Inc.’s Current Report on Form 8-K filed on March 4, 2005 and incorporated by this reference
	10	.26		Base salary amount set for Michael D. Brown as reported in Item 5 of Alpha Natural Resources, Inc.’s Quarterly Report on Form 10-Q filed on November 14, 2005 and incorporated by this reference.
	10	.27		Performance goals and target bonuses set for 2005 under the AIB Plan for Alpha Natural Resources, Inc.’s executive officers as reported on Alpha Natural Resources, Inc.’s Current Report on Form 8-K filed on April 27, 2005 and incorporated by this reference.
	10	.28**		Summary of Retention Compensation Plan approved for certain executive officers of Alpha Natural Resources, Inc.
	21	.1*		List of Subsidiaries
	23	.1*		Consent of Bartlit Beck Herman Palenchar & Scott LLP (included as part of its opinion filed as Exhibit 5.1 hereto)
	23	.2**		Consent of Marshall Miller & Associates
	23	.3*		Consent of KPMG LLP
	23	.4*		Consent of KPMG LLP
	23	.5*		Consent of KPMG LLP
	23	.6*		Consent of KPMG LLP
	24	.1**		Powers of Attorney by Michael J. Quillen, David C. Stuebe, Eddie W. Neely, E. Linn Draper, Jr., Glenn A. Eisenberg, John W. Fox, Jr., Fritz R. Kundrun and Hans J. Mende
	24	.2**		Powers of Attorney by Alex T. Krueger and William E. Macaulay

	†	Confidential treatment has been granted with respect to portions of the exhibit. Confidential portions have been omitted from this public filing and have been filed separately with the Securities and Exchange Commission.

	*	Filed herewith.

**	Previously filed.