Exhibit 99.2

BUCKEYE PARTNERS, L.P. AND SUBSIDIARIES

INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

Introduction			F-2
Unaudited Pro Forma Condensed Consolidated Balance Sheet at September 30, 2010			F-3
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2010			F-4
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2009			F-4
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements			F-5

BUCKEYE PARTNERS, L.P. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Introduction

     Buckeye Partners, L.P. (the “Partnership”), Buckeye GP Holdings L.P. (“Holdings”), and their respective general partners have consummated the transactions contemplated by the First Amended and Restated Agreement and Plan of Merger dated as of August 18, 2010 (the “merger agreement”). Pursuant to the merger agreement, all Holdings units were converted into the right to receive Partnership’s limited partner units (“LP units”). The Partnership’s existing partnership agreement was amended and restated to provide for the cancellation of the incentive distribution rights and the approximate 0.5% general partner interest in the Partnership owned, directly and indirectly, by the Partnership’s general partner was converted into a non-economic general partner interest in the Partnership.

     Previously, the Partnership, a publicly traded limited partnership, was a consolidated subsidiary of Holdings, which was also a publicly traded limited partnership. Upon closing of the transactions under the merger agreement, Holdings became a subsidiary of the Partnership, with the Partnership as the sole limited partner of Holdings and the general partner of Holdings continuing as the non-economic general partner of Holdings. In addition, the incentive distribution agreement (also referred to as the incentive distribution rights) held by the Partnership’s general partner was cancelled and the general partner units held by the Partnership’s general partner (representing an approximate 0.5% general partner interest in the Partnership) were converted to a non-economic interest in the Partnership. For accounting purposes, Holdings is considered the accounting acquirer of the Partnership’s non-controlling interest. The changes in Holdings’ ownership interest in the Partnership’s general partner was accounted for as an equity transaction and no gain or loss will be recognized as a result of the merger.

     The unaudited pro forma condensed consolidated balance sheet combines the historical balance sheets of the Partnership and Holdings, giving effect to the merger as if it had occurred on September 30, 2010, and the unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2010 and the twelve months ended December 31, 2009 give effect to the merger as if it had occurred on January 1, 2009. The historical consolidated financial information has been adjusted to give effect to pro forma events that are directly attributable to the merger and are factually supportable.

     These unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical audited consolidated financial information and accompanying notes of Holdings, which will be incorporated by reference into the accompanying current report on Form 8-K, and the Partnership. These unaudited pro forma condensed consolidated financial statements do not reflect the effects of any cost savings or other synergies that may be achieved as a result of this transaction, are based on assumptions that the Partnership believes are reasonable under the circumstances and are intended for informational purposes only. These statements do not necessarily reflect the results of operations or financial position of the Partnership that would have resulted had the transaction actually been consummated as of the indicated dates, and are not necessarily indicative of the future results of operations or the future financial position of the Partnership.

BUCKEYE PARTNERS, L.P.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 2010
(In thousands, except unit amounts)

		Buckeye								Buckeye
		GP Holdings								Partners,
		L.P.				Pro Forma				L.P.
		Historical				Adjustments				Pro Forma
ASSETS
Current assets:
Cash and cash equivalents		$	15,922			$	(14,000	)(a)		$	15,922
							14,000	(a)
Trade receivables, net			133,695				—				133,695
Construction and pipeline relocation receivables			8,844				—				8,844
Inventories			267,724				—				267,724
Derivative assets			2,600				—				2,600
Prepaid and other current assets			74,484				—				74,484
Total current assets			503,269				—				503,269
Property, plant and equipment, net			2,248,866				—				2,248,866
Equity investments			108,143				—				108,143
Goodwill			432,124				—				432,124
Intangible assets, net			41,817				—				41,817
Other non-current assets			37,732				—				37,732
Total assets		$	3,371,951			$	—			$	3,371,951
LIABILITIES
Current liabilities:
Line of credit		$	211,800			$	—			$	211,800
Current portion of long-term debt			3,059				—				3,059
Accounts payable			56,346				—				56,346
Derivative liabilities			10,978				—				10,978
Accrued and other current liabilities			115,489				—				115,489
Total current liabilities			397,672				—				397,672
Long-term debt			1,441,287				14,000	(a)			1,455,287
Long-term derivative liabilities			40,910				—				40,910
Other non-current liabilities			109,521				—				109,521
Total liabilities			1,989,390				14,000				2,003,390
PARTNERS’ CAPITAL
Partners’ capital			238,706				(14,000	)(a)			1,349,590
							1,124,884	(b)
Noncontrolling interests			1,143,855				(1,124,884	)(b)			18,971
Total partners’ capital			1,382,561				(14,000	)			1,368,561
Total liabilities and partners’ capital		$	3,371,951			$	—			$	3,371,951

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

BUCKEYE PARTNERS, L.P.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per unit amounts)

		Year Ended December 31, 2009												Nine Months Ended September 30, 2010
		Buckeye								Buckeye				Buckeye								Buckeye
		GP Holdings								Partners,				GP Holdings								Partners,
		L.P.				Pro Forma				L.P.				L.P.				Pro Forma				L.P.
		Historical				Adjustments				Pro Forma				Historical				Adjustments				Pro Forma
Revenues:
Product sales		$	1,125,653			$	—			$	1,125,653			$	1,633,958			$	—			$	1,633,958
Transportation and other services			644,719				—				644,719				499,349				—				499,349
Total revenue			1,770,372				—				1,770,372				2,133,307				—				2,133,307
Costs and expenses:
Cost of product sales and natural gas storage services			1,103,015				—				1,103,015				1,628,630				—				1,628,630
Operating expenses			275,930				—				275,930				204,037				—				204,037
Depreciation and amortization			54,699				—				54,699				44,259				—				44,259
Asset impairment expense			59,724				—				59,724				—				—				—
General and administrative			41,147				—				41,147				35,438				—				35,438
Reorganization expense			32,057				—				32,057				—				—				—
Total costs and expenses			1,566,572				—				1,566,572				1,912,364				—				1,912,364
Operating income			203,800				—				203,800				220,943				—				220,943
Other income (expense):
Investment income			453				—				453				380				—				380
Interest and debt expense			(75,147	)			(70	)(a)			(75,217	)			(65,088	)			(53	)(a)			(65,141	)
Total other expense			(74,694	)			(70	)			(74,764	)			(64,708	)			(53	)			(64,761	)
Income before earnings from equity investments			129,106				(70	)			129,036				156,235				(53	)			156,182
Earnings from equity Investments			12,531				—				12,531				8,807				—				8,807
Net income		$	141,637			$	(70	)		$	141,567			$	165,042			$	(53	)		$	164,989
Allocation of net income:
Noncontrolling interests		$	92,043			$	(87,841	)(c)		$	4,202			$	130,324			$	(126,483	)(c)		$	3,841
Limited partners’ interests			49,594				87,841	(c)			137,365				34,718				126,483	(c)			161,148
							(70	)(a)											(53)	(a)
Net income		$	141,637			$	(70	)		$	141,567			$	165,042			$	(53	)		$	164,989
Earnings per LP Unit:
Basic		$	1.75							$	1.95			$	1.23							$	2.26
Diluted		$	1.75							$	1.95			$	1.23							$	2.26
Weighted average number of LP Units outstanding
Basic			28,300								70,572	(d)			28,300								71,460	(d)
Diluted			28,300								70,615	(e)			28,300								71,460	(e)

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

     These unaudited pro forma condensed consolidated financial statements and underlying pro forma adjustments are based upon currently available information and certain estimates and assumptions made by the management of the Partnership; therefore, actual results could differ materially from the pro forma information. However, management believes the assumptions provide a reasonable basis for presenting the significant effects of the merger. The Partnership believes the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the pro forma information.

     The merger resulted in Holdings being considered the surviving consolidated entity for accounting purposes rather than the Partnership, which is the surviving consolidated entity for legal and reporting purposes. As a result, the merger has been accounted for in Holdings’ consolidated financial statements as an equity transaction in accordance with Financial Accounting Standards Board Accounting Standards Codification 810-10-45, Consolidation — Overall— Changes in Parent’s Ownership Interest in a Subsidiary (FASB ASC 810). As a result, non-controlling owners’ interest has been eliminated and replaced with an equal amount of owners’ equity on the balance sheet. Consequently, no fair value adjustment has been made to the assets or liabilities of Holdings and no gain or loss has been recognized in Holdings’ net income. In addition, costs incurred to complete the merger has been charged to partners’ capital during the year ended December 31, 2010. Because the Partnership was the surviving entity for legal purposes, the pro forma condensed consolidated balance sheet and statements of operations are entitled “Buckeye Partners, L.P. Pro Forma.”

     The unaudited pro forma condensed consolidated financial information reflects the issuance of approximately 20 million LP units using an exchange ratio of 0.705 LP units per Holdings unit.

     Note 2. Pro Forma Adjustments

     The pro forma adjustments included in the unaudited pro forma condensed consolidated financial statements are as follows:

	(a)		To reflect the amount borrowed for, and the payment of, the estimated incremental costs associated with completing the merger including the payment of legal fees, opinion fees and other professional fees and expenses, and the interest costs associated with the incremental borrowings.
	(b)		To reclassify to partners’ capital the non-controlling owners’ interests in consolidated subsidiaries previously reported by Holdings related primarily to the Partnership’s public limited partner unitholders.
	(c)		To reclassify to limited partners’ interest the net income previously allocated to noncontrolling owner’s interest in consolidated subsidiaries previously reported by Holdings related primarily to the Partnership’s public limited partner unitholders.

BUCKEYE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(d)

The Partnership’s pro forma basic weighted average number of LP units outstanding was calculated as follows (in thousands):

		Year				Nine Months
		Ended				Ended
		December 31,				September 30,
		2009				2010
Basic weighted average number of LP Units outstanding - as reported			50,620				51,508
Partnership’s LP units issued in exchange for Holdings units			19,952				19,952
Pro forma basic weighted average number of LP units outstanding			70,572				71,460

(e)

The Partnership’s pro forma diluted weighted average number of LP units outstanding was calculated as follows (in thousands):

		Year				Nine Months
		Ended				Ended
		December 31,				September 30,
		2009				2010
Diluted weighted average number of LP units outstanding - as reported			50,663				51,508
Partnership’s LP units issued in exchange for Holdings units			19,952				19,952
Pro forma diluted weighted average number of LP units outstanding			70,615				71,460