EXHIBIT 99.2

Crosstex Energy, L. P.
Unaudited Pro Forma Combined Financial Statements

Introduction

The following are our unaudited combined pro forma balance sheet as of March 31, 2012, and our unaudited combined pro forma statements of operations for the year ended December 31, 2011 and the three months ended March 31, 2012.

The unaudited pro forma combined balance sheet assumes that the following transactions occurred on March 31, 2012:

·                  the acquisition (the “Clearfield Acquisition”) of Clearfield Energy, Inc. (“Clearfield”) for $210.0 million in cash before working capital adjustments;

·                  our issuance of $250.0 million in aggregate principal amount of 7.125% senior unsecured notes due 2022 (the “2022 Notes”) for net proceeds of $245.0 million, net of transaction costs, the proceeds of which were used to partially finance the Clearfield Acquisition;

·                  our offering of 10,120,000 common units at a unit price of $16.28 ($15.63 net of transaction costs) for net proceeds of $161.1 million, including a $3.4 million capital contribution from our general partner, the proceeds of which were used to partially finance the Clearfield Acquisition.

Our unaudited pro forma combined statements of operations for the year ended December 31, 2011 and the three months ended March 31, 2012 reflect the aforementioned transactions as if each such transaction occurred as of January 1, 2011.

The pro forma balance sheet and the pro forma statements of operations were derived by adjusting the historical financial statements of Crosstex Energy, L.P. The adjustments are based on currently available information and, therefore, the actual adjustments may differ from the pro forma adjustments.

Management believes that the adjustments provide a reasonable basis for presenting the significant effects of the Clearfield Acquisition, issuance of the 2022 Notes and issuance of common units. The unaudited pro forma financial statements do not purport to present the financial position or results of operations of Crosstex Energy, L.P. had the Clearfield Acquisition, the 2022 Notes issuance or issuance of common units actually been completed as of the dates indicated. Moreover, the statements do not project the financial position or results of operations of Crosstex Energy, L.P. for any future date or period.

CROSSTEX ENERGY, L.P.

Unaudited Pro Forma Combined Balance Sheet

March 31, 2012

(In thousands, except unit data)

Unaudited Pro Forma Combined Statement of Operations

Three Months ended March 31, 2012

(In thousands, except unit data)

CROSSTEX ENERGY, L.P.

Unaudited Pro Forma Combined Statement of Operations

Year Ended December 31, 2011

(In thousands, except unit data)

Crosstex Energy, L.P.

Notes to Unaudited Pro Forma Combined Financial Statements

Offering and Transactions

The unaudited pro forma combined balance sheet assumes that the following transactions occurred on March 31, 2012:

·                  the acquisition (the “Clearfield Acquisition”) of Clearfield Energy, Inc. (“Clearfield”) for $210.0 million and direct acquisition costs of $1.6 million;

·                  our issuance of $250.0 million in aggregate principal amount of 7.125% senior unsecured notes for net proceeds of $245.0 million, net of transaction costs, the proceeds of which were used to partially finance the Clearfield Acquisition;

·                  our offering of 10,120,000 common units at a unit price of $16.28 ($15.63 net of transaction costs) for net proceeds of $161.1 million, including a $3.4 million capital contribution from our general partner, the proceeds of which were used to partially finance the Clearfield Acquisition.

Our unaudited pro forma combined statements of operations for the year ended December 31, 2011 and the three months ended March 31, 2012 reflect the aforementioned transactions as if each such transaction occurred as of January 1, 2011.

The following is a reconciliation of Clearfield’s Audited Financial Statements for the year ended March 31, 2012 to the year ended December 31, 2011 for Pro Forma presentation. Clearfield was on a year ended March 31 reporting year.

Reconciliation of Clearfield March 31, 2012 financials

to Year Ended December 31, 2011

(In thousands, except unit data)

Pro Forma Adjustments to Balance Sheet

a)              Reflects the issuance of $250.0 million in aggregate principal amount of the 2022 Notes for net proceeds of $245.0 million, net of $5.0 million of transaction costs.

b)             Reflects the issuance of 10,120,000 common units for net proceeds of $161.1 million ($15.63 per common unit and including $3.4 million for the general partner’s contribution) and the use of proceeds to repay $139.0 million of all outstanding bank debt with the remaining net proceeds of $22.1 million in cash.

c)              Reflects the elimination of assets reflected in Clearfield’s balance sheet as of March 31, 2012 that we did not acquire, including assets held for sale and affiliate receivables, and the elimination of certain liabilities reflected in Clearfield’s balance sheet as of March 31, 2012 that were not assumed in the acquisition, including liabilities directly related to assets held for sale and employee retirement obligations.

d)             Reflects the use of $201.1 million of proceeds (net of working capital adjustments as of March 31, 2012 and $1.6 million of transaction costs) from the 2022 Notes issuance per (a) above to acquire the stock of Clearfield. The adjustments to property and equipment, intangible assets, goodwill, deferred taxes and equity reflect the preliminary purchase price allocation adjustments in accordance with FASB Accounting Standards Codification 805 — “Business Combinations.”  The adjustments to liabilities reflect the recognition of additional purchase obligations of $10.0 million for right-of-way and $5.0 million for additional benefit obligations.  The deferred tax liability was adjusted to reflect the impact of carryover tax basis as compared to the book purchase price due to the acquisition of the Clearfield stock as opposed to an asset acquisition, where the Partnership would not have a difference between financial and tax basis.

Pro Forma Adjustments to Consolidated Statement of Operations

e)              Reflects additional depreciation and amortization expenses realized from the assets acquired from Clearfield as if the acquisition had occurred on January 1, 2011. The additional depreciation and amortization expenses were calculated based on a straight line basis over 15 years.

f)                Represents the adjustment to historical interest expense on debt to be retired and interest expense on the 2022 Notes as follows (in thousands):

g)             Reflects the adjustment of income tax expense for the estimated tax expense associated with our new subsidiaries acquired in the Clearfield Acquisition (the “Clearfield Entities”). Certain of the Clearfield Entities, that primarily hold only fixed-rate financial instruments, will be treated as a C corporation for tax purposes and therefore are required to pay income tax of an estimated incremental annual amount of $1,800 on their net income, whereas the income (loss) from the remainder of the Clearfield assets will primarily passthrough to the unitholders of the Partnership similar to the Partnership’s legacy results. Historically, Clearfield was owned by a C-corporation and all of its results were subject to income tax.

h)             Reflects the elimination of minority interest in conjunction with the Clearfield Acquisition.

i)                 Reflects the increase in the net loss allocation to the general partner due to the increase in its proportionate 2% share of pro forma net loss relative to the acquisition adjustments and pro forma adjustments and the increase in general partner’s incentive distribution rights (IDRs) resulting from the increased aggregate pro forma distributions related to the 10,120,000 of new common units utilizing the historical per unit distributions for the applicable periods.