Exhibit 99.2

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Introduction

The following represents the unaudited pro forma condensed consolidated balance sheet of NGL Energy Partners LP (“we”, “NGL” or “the Partnership”) as of June 30, 2011 and the unaudited pro forma condensed consolidated statement of operations for the year ended March 31, 2011, and for the three months ended June 30, 2011. NGL was formed in September 2010.  As part of our formation, we acquired and combined the assets and operations of NGL Supply, Inc. (“NGL Supply”), Hicks LLC and Gifford (collectively, “Hicksgas”) with an effective date of October 1, 2010.  We became a public company in May 2011 and filed our first Form 10-K for the six months ended March 31, 2011.  NGL Supply was the deemed acquirer for accounting purposes in our combination; therefore, the financial statements of NGL Supply for all periods prior to our combination became our prior period financial statements.

As discussed further below, subsequent to June 30, 2011, we had the following transactions which have a significant impact on our financial position and results of operations:

·                  In August 2011, we amended our credit agreement to increase our total facility to $330 million, consisting of a $130 million working capital facility and a $200 million acquisition facility and extended the final maturity to October 1, 2016, except for a $30 million portion of our working capital facility that terminates in February 2012.

·                  On October 3, 2011, we closed a business combination transaction with E. Osterman Propane, Inc., its affiliated companies and members of the Osterman family (collectively, “Osterman” or “the Osterman Associated Companies”) for retail propane operations in the northeastern United States.  We issued four million common units and paid $96 million in exchange for the receipt of the assets and operations from Osterman.

·                  On November 1, 2011, we closed a business combination transaction with SemStream, L.P. (“SemStream”) for substantially all of SemStream’s natural gas liquids business and assets.  We issued 8,932,031 common units and paid approximately $93.1 million in exchange for the receipt of the assets and operations of SemStream.  The impact of this transaction is not reflected herein.  We are filing a separate Form 8-K/A for this transaction which we expect to file by its due date on January 17, 2012.

The accompanying unaudited pro forma condensed consolidated balance sheet as of June 30, 2011 gives pro forma effect to the modification of our credit agreement and the business combination with Osterman as if such transactions occurred on June 30, 2011.

The accompanying unaudited pro forma condensed consolidated statement of operations for the year ended March 31, 2011 gives pro forma effect to the following transactions as if such transactions occurred on April 1, 2010:

·                  Our combination with NGL Supply, Hicks LLC and Gifford;

·                  Our initial public offering;

·                  The modifications of the terms of our credit agreement; and,

·                  The business combination with Osterman.

The accompanying unaudited pro forma condensed consolidated statement of operations for the three months ended June 30, 2011 gives pro forma effect to the following transactions as if such transactions occurred on April 1, 2011:

·                  Our initial public offering;

·                  The modifications of the terms of our credit agreement; and,

·                  The business combination with Osterman.

Business Combination with Hicksgas

We purchased the retail propane operations of Hicksgas in October 2010 as part of our formation transactions.  The following table presents the final allocation of the acquisition cost to the assets acquired and liabilities assumed, based on their fair values, in the acquisition of the retail propane businesses of Hicksgas described above (in thousands):

The Hicksgas acquisition accounting was based on the estimated fair value of the assets acquired and liabilities assumed, based primarily on an independent appraisal completed in July 2011.  The assets acquired and liabilities assumed in the Hicksgas combination are included in our historical consolidated balance sheet since October 1, 2010 and the operations of Hicksgas have been included in our consolidated statement of operations since October 1, 2010.  Additional information related to our business combination with Hicksgas is available in our Form 10-K for the year ended March 31, 2011.

Initial Public Offering

During May 2011, we sold a total of 4,025,000 common units (including the exercise by the underwriters of their option to purchase additional common units from us) in our initial public offering at $21 per unit.  Our proceeds from the sale of 3,850,000 common units of approximately $72.0 million, net of total offering costs of approximately $9.0 million, were used to repay advances under our acquisition credit facility and for general partnership purposes.  Proceeds from the sale of 175,000 common units ($3.4 million) from the underwriters’ exercise of their option to purchase additional common units from us were used to redeem 175,000 of the common units outstanding prior to our initial public offering.  The advances under our acquisition credit facility were used to fund our business combination with NGL Supply and Hicksgas.   Additional information related to our initial public offering is available in our Form 10-K for the year ended March 31, 2011 and our Form 10-Q for the three months ended June 30, 2011.

Immediately prior to our initial public offering we executed the following unit transactions:

·                  Effected a 3.7219 to one split of our common units; and,

·                  Converted 5,919,346 of our post-split common units to subordinated units.

Modification of Credit Facility

We expanded our revolving credit facility in August 2011.  Presently, our revolving credit facility provides for a total credit facility of $330 million, represented by a $130 million working capital facility and a $200 million acquisition facility.  Borrowings under the working capital facility are subject to a defined borrowing base.  The borrowing base is determined in part by reference to certain trade position reports and mark-to-market reports delivered to the administrative agent and is subject to immediate adjustment for reductions in certain components of those reports.  A reduction to the borrowing base could require us to repay indebtedness in excess of the borrowing base.  In addition, three times per year, we can elect to reallocate up to $75 million of our acquisition facility to the working capital facility.  During October 2011, we elected to reallocate $50 million from our acquisition facility to our working capital facility.

Subsequent to June 30, 2011, we have borrowed approximately $107 million under our acquisition facility and an additional approximately $126 million under our working capital facility primarily in connection with our acquisitions of Osterman and SemStream and to fund our seasonal inventory build.  At December 5, 2011, we had outstanding borrowings of $138.2 million (including outstanding letters of credit of $14.2 million) and $107.0 million under our working capital and acquisition facility, respectively.

Our revolving credit facility has a final maturity on October 1, 2016.  However, a total of $30 million of our working capital facility matures in February 2012.  In addition to customary mandatory prepayment restrictions, once a year we must reduce the outstanding working capital revolving loans and collateralize outstanding letters of credit to less than $10.0 million for 30 consecutive days.

Additional information related to our credit agreement is available in our Form 10-Q for the three months ended June 30, 2011.

Osterman Combination

On August 15, 2011, we entered into the business combination agreement with Osterman for retail propane operations in the northeastern United States to expand our retail propane operations.  The agreement closed on October 3, 2011 and was funded with cash of $96 million and the issuance of four million common units, and also contemplates a working capital payment post closing for certain specified working capital items that might be payable to the Partnership or Osterman.  The cash payments were funded with advances under our acquisition facility.  We have valued the four million common units at $20.47 per unit, the closing price of our common units on the closing date.  We also incurred and charged to general and administrative expense subsequent to June 30, 2011 approximately $530,000 of costs incurred in connection with the Osterman transaction that cannot be capitalized under GAAP.

Our total consideration paid in the Osterman combination consists of the following (in thousands):

We will include the results of Osterman’s operations in our consolidated financial statements beginning October 3, 2011. As discussed further below, we have not completed the initial accounting for the Osterman business combination. We are in the process of identifying, and obtaining an independent appraisal of, the fair value of the assets acquired in the combination. We expect to complete this process prior to our year end of March 31, 2012. On a preliminary basis, we have estimated the fair values of the acquired assets and liabilities as follows (in thousands):

These estimates of fair value are preliminary and are subject to change as additional information is obtained, including the impact of the post closing working capital settlement which has not been completed at the date of this filing.  Such changes could be material.  Additional information as to the fair value estimates is provided in Note 2 to the unaudited pro forma condensed consolidated financial statements.

Pro Forma Financial Statements

The unaudited pro forma condensed consolidated financial statements are provided for informational purposes only and should be read in conjunction with the audited and unaudited historical financial statements of NGL Supply, Hicks LLC and Gifford which were included in our Form S-1, the audited and unaudited historical financial statements of Osterman included in this Form 8-K/A, our Form 10-K for the year ended March 31, 2011 and our Form 10-Q for the three months ended June 30, 2011. The unaudited pro forma condensed consolidated financial statements include the following:

·                  The unaudited pro forma condensed consolidated balance sheet of NGL Energy Partners LP as of June 30, 2011 as if the modification of our credit agreement and the combination transaction with Osterman occurred on June 30, 2011;

·                  The unaudited pro forma condensed consolidated statement of operations of NGL Energy Partners LP for the year ended March 31, 2011 as if the combination transactions with NGL Supply, Hicks LLC, Gifford and Osterman, our initial public offering and the modification of our credit agreement, had occurred on April 1, 2010; and,

·                  The unaudited pro forma condensed consolidated statement of operations of NGL Energy Partners LP for the three months ended June 30, 2011 as if the combination transaction with Osterman, our initial public offering and the modification of our credit agreement had occurred on April 1, 2011.

The following unaudited pro forma condensed consolidated financial statements are based on certain assumptions and do not purport to be indicative of the results which actually would have been achieved if the combination transactions with NGL Supply, Hicks LLC, Gifford, and Osterman and our initial public offering and related equity issuances and the modification of our credit agreement had been completed on the dates indicated. Moreover, they do not project NGL Energy’s financial position or results of operations for any future date or period.

The accompanying pro forma condensed consolidated financial statements reflect asset and liability fair value estimates which are preliminary as our identification of the assets and liabilities acquired, and the fair value determinations thereof, for the Osterman business combination reflected in the pro forma statements has not been completed. We have engaged an independent appraisal firm to prepare an appraisal of the assets and liabilities acquired in the combination.  We expect to complete such appraisal and fair value determination by our fiscal year end of March 31, 2012. The fair value determination is also impacted by the amount of current assets and liabilities due to working capital adjustment provisions contained in the combination agreement. The fair value estimates reflected in the accompanying pro forma condensed consolidated financial statements are based on the best estimates available at this time and on the unaudited balance sheets of Osterman as of June 30, 2011. There is no guarantee that the preliminary fair value estimates, and consequently the pro forma condensed consolidated financial statements, will not change. To the extent that the final combination accounting results in an increased allocation to goodwill, this amount would not be subject to amortization, but would be subject to an annual impairment testing and if necessary, written-down to a lower fair value should circumstances warrant. To the extent the final combination accounting results in a decrease to the preliminary computation of goodwill done for the purpose of preparing these pro forma financial statements, the amount would be subject to depreciation or amortization which would result in a decrease to the estimated pro forma income reflected in the accompanying pro forma condensed consolidated statements of operations for the respective periods.

NGL ENERGY PARTNERS LP

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2011

US DOLLARS IN THOUSANDS

See accompanying notes.

NGL ENERGY PARTNERS LP

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED MARCH 31, 2011

US DOLLARS IN THOUSANDS, EXCEPT PER UNIT AMOUNTS

(Page 1 of 2)

See accompanying notes and continuation on Page 2 of 2.

NGL ENERGY PARTNERS LP

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED MARCH 31, 2011

US DOLLARS IN THOUSANDS, EXCEPT PER UNIT AMOUNTS

(Page 2 of 2)

See accompanying notes.

NGL ENERGY PARTNERS LP

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2011

US DOLLARS IN THOUSANDS, EXCEPT PER UNIT AMOUNTS