Exhibit 99.2

UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL STATEMENTS

On August 31, 2011, Roadrunner Transportation Systems, Inc. (“RRTS”) acquired 100% of the outstanding stock of Prime Logistics Corporation (“Prime”) for $96.6 million, which includes transaction related costs of $0.5 million. Prime’s acquired assets and liabilities consist principally of accounts receivables, other current assets, property and equipment, accounts payables and accrued expenses. The merger of Prime was accounted for under the purchase method of accounting whereby the net tangible and intangible assets acquired and the liabilities assumed were recognized at their estimated fair values at the date of the merger. The allocation of purchase price is preliminary as management is in the process of assessing the fair value of these assets and liabilities, including the valuation of intangible assets. Management expects to finalize the allocation during the first half of 2012. Accordingly, there may be material adjustments to the allocation of the purchase price.

The total purchase price of Prime is summarized as follows (in thousands):

Cash paid for stock		$	93,590
Value of RRTS common stock issued for Prime stock			3,000
Total purchase price		$	96,590

The preliminary allocation of the purchase price paid to the fair value of the net assets acquired, including $0.5 million of transaction costs, is as follows (in thousands):

Accounts receivable		$	8,149
Other current assets			506
Property and equipment			3,996
Goodwill			95,307
Customer relationships intangible asset			3,400
Other noncurrent assets			523
Accounts payable and other liabilities			(15,291	)
Total purchase price		$	96,590

Intangible assets include amounts recognized for customer relationships. Management believes the intangible assets acquired will provide future benefit ratably; accordingly, the amortizable intangible assets acquired will be amortized using the straight-line method over their respective useful lives. Because this valuation and management’s estimates are preliminary, the valuation of intangible assets and their useful lives may change. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill and amounted to approximately $95.3 million. In accordance with current accounting standards, goodwill will not be amortized and will be tested for impairment annually.

The following unaudited pro forma combined consolidated statements of operations have been prepared to assist in the analysis of the financial effects of the merger of Prime, and have been presented in accordance with accounting principles generally accepted in the United States of America. The unaudited pro forma combined consolidated statement of operations for the year ended December 31, 2010 combines the historical results for RRTS and Prime for the twelve months ended December 31, 2010 as if the merger had occurred on January 1, 2010. The unaudited pro forma combined consolidated statement of operations for the six months ended June 30, 2011 combines the historical results for RRTS and Prime for the six months ended June 30, 2011 as if the merger had occurred on January 1, 2010.

This pro forma financial information does not purport to represent what RRTS’ actual results of operations or financial position would have been had the merger occurred on the dates indicated nor is the information necessarily indicative of future operating results. The pro forma adjustments are based upon information and assumptions available at the time of the filing of the Form 8-K. This pro forma combined consolidated financial information should be read in conjunction with (i) the consolidated financial statements and related notes, “Selected Consolidated Financial and Operating Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” all of which appear in RRTS’ Annual Report on Form 10-K for the year ended December 31, 2010, and (ii) the unaudited consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which appear in RRTS’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.

ROADRUNNER TRANSPORTATION SYSTEMS, INC.
UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2011

(in thousands)

		Historical								Pro Forma				Pro Forma
		RRTS				Prime				Adjustments				Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	1,417			$	3,176			$	(170	)(a)		$	4,423
Accounts receivable, net			94,778				7,368				(100	)(b)			102,046
Deferred income taxes			6,367				300				(9	)(c)			6,658
Prepaid expenses and other current assets			13,308				205				—				13,513
Total current assets			115,870				11,049				(279	)			126,640
PROPERTY AND EQUIPMENT, NET			19,997				4,085				—				24,082
OTHER ASSETS:
Goodwill			266,618				25,012				70,294	(d)			361,924
Other noncurrent assets			4,373				2,290				4,910	(e)			11,573
Total other assets			270,991				27,302				75,204				373,497
TOTAL ASSETS		$	406,858			$	42,436			$	74,925			$	524,219
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES:
Current maturities of long-term debt		$	7,500			$	1,665			$	4,835	(f)		$	14,000
Accounts payable			43,413				3,513				—				46,926
Accrued expenses and other liabilities			14,677				3,777				(859	)(g)			17,595
Total current liabilities			65,590				8,955				3,976				78,521
LONG-TERM DEBT, net of current maturities			36,500				10,303				84,268	(f)			131,071
OTHER LONG-TERM LIABILITIES			21,247				2,454				4,405	(h)			28,106
PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION			5,000				—				—				5,000
Total liabilities			128,337				21,712				92,649				242,698
STOCKHOLDERS’ INVESTMENT:
Common stock			305				0				2	(i)			307
Preferred stock			—				13,656				(13,656	)(j)			—
Additional paid-in capital			263,085				6,617				2,998	(i)			266,083
											(6,617	)(j)
Retained earnings			15,131				4,489				(4,489	)(j)			15,131
Treasury stock			—				(4,039	)			4,039	(j)			—
Total stockholders’ investment			278,521				20,724				(17,724	)			281,521
TOTAL LIABILITIES AND STOCKHOLDERS’ INVESTMENT		$	406,858			$	42,436			$	74,925			$	524,219

The accompanying notes are an integral part of the unaudited pro forma combined consolidated financial statements.

ROADRUNNER TRANSPORTATION SYSTEMS, INC.
UNAUDTIED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2011

(In thousands, except per share amounts)

		Historical								Pro Forma
		RRTS				Prime				Adjustments				Pro Forma
Revenues		$	379,429			$	37,866			$	—			$	417,295
Operating expenses:
Purchased transportation costs			286,765				17,027				—				303,792
Personnel and related benefits			38,058				8,624				(880	)(k)			45,802
Other operating expenses			32,338				6,415				(150	)(l)			38,603
Depreciation and amortization			1,882				588				(10	)(m)			2,460
Acquisition transaction expenses			320				61				(61	)(n)			320
Total operating expenses			359,363				32,715				(1,101	)			390,977
Operating income			20,066				5,151				1,101				26,318
Interest expense:
Interest on long-term debt			884				415				2,163	(o)			3,462
Dividends on preferred stock subject to mandatory redemption			100				—				—				100
Total interest expense			984				415				2,163				3,562
Income (loss) before provision (benefit) for income taxes			19,082				4,736				(1,062	)			22,756
Provision (benefit) for income taxes			7,251				1,942				(546	)(p)			8,647
Net income (loss) available to common stockholders		$	11,831			$	2,794			$	(517	)		$	14,108
Earnings per share available to common stockholders:
Basic		$	0.46											$	0.54
Diluted		$	0.44											$	0.52
Weighted average common stock outstanding:
Basic			25,779								209	(q)			25,988
Diluted			26,777								209	(q)			26,985

The accompanying notes are an integral part of the unaudited pro forma combined consolidated financial statements.

ROADRUNNER TRANSPORTATION SYSTEMS, INC.
UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2010

(In thousands, except per share amounts)

		Historical								Pro Forma
		RRTS				Prime				Adjustments				Pro Forma
Revenues		$	632,018			$	67,468			$	—			$	699,486
Operating expenses:
Purchased transportation costs			494,045				30,094				—				524,139
Personnel and related benefits			61,853				16,468				(1,330	)(k)			76,991
Other operating expenses			41,168				12,504				(300	)(l)			53,372
Depreciation and amortization			3,114				1,142				(21	)(m)			4,235
Acquisition transaction expenses			569				318				217	(n)			1,104
IPO related expenses			1,500				—				—				1,500
Total operating expenses			602,249				60,526				(1,434	)			661,341
Operating income			29,769				6,942				1,434				38,145
Interest expense:
Interest on long-term debt			7,954				1,027				4,129	(o)			13,110
Dividends on preferred stock subject to mandatory redemption			200				—				—				200
Total interest expense			8,154				1,027				4,129				13,310
Loss on early extinguishment of debt			15,916				—				—				15,916
Income (loss) before (benefit) provision for income taxes			5,699				5,915				(2,695	)			8,919
Provision (benefit) for income taxes			2,108				2,399				(1,175	)(p)			3,332
Net income (loss)			3,591				3,516				(1,520	)			5,587
Accretion of Series B preferred stock			765				—				—				765
Net income (loss) available to common stockholders		$	2,826			$	3,516			$	(1,520	)		$	4,822
Earnings (loss) per share available to common stockholders:
Basic		$	0.11											$	0.19
Diluted		$	0.11											$	0.18
Weighted average common stock outstanding:
Basic			25,779								209	(q)			25,988
Diluted			26,777								209	(q)			26,985

The accompanying notes are an integral part of the unaudited pro forma combined consolidated financial statements.

ROADRUNNER TRANSPORTATION SYSTEMS, INC.
NOTES TO UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)

1. Basis of Presentation

The accompanying unaudited pro forma combined consolidated financial statements present the pro forma results of operations and financial position for RRTS and Prime on a combined basis based on the historical financial information of each company and after giving effect to the Prime merger. The merger was recorded using the purchase method of accounting.

The unaudited pro forma combined consolidated statement of operations for the year ended December 31, 2010 combines the historical results for RRTS and Prime for the twelve months ended December 31, 2010 as if the merger had occurred on January 1, 2010. The unaudited pro forma combined consolidated statement of operations for the six months ended June 30, 2011 combines the historical results for RRTS and Prime for the six months ended June 30, 2011 as if the merger had occurred on January 1, 2010. The unaudited pro forma combined consolidated balance sheet as of June 30, 2011 gives effect to the merger of Prime as of such date.

2. Pro Forma Adjustments

The pro forma adjustments are based upon information and assumptions available at the time of the filing of the Form 8-K. The unaudited pro forma combined consolidated balance sheet includes adjustments that are factually supportable and directly attributable to the transaction regardless of whether they will have a continuing impact or were non-recurring. The unaudited pro forma combined consolidated statements of operations include adjustments which give effect to the events that are factually supportable, directly attributable to the transaction, and are expected to have a continuing impact on RRTS and Prime on a consolidated basis.

(a)

To reflect an adjustment to reduce cash for taxes paid on behalf of the sellers.

(b)

To reflect an increase in bad debt reserve.

(c)

To reflect a decrease in deferred tax assets due to a change in tax rate.

(d)

To eliminate historical goodwill and to record estimated goodwill resulting from the preliminary allocation of the purchase price to the fair value of net assets acquired.

(e)

To reflect (i) $3,696 of debt issue costs related to the amendment to RRTS’ credit facility to fund the merger, (ii) a $2,186 write-off of existing customer list intangibles and (iii) the preliminary allocation of $3,400 of purchase price to customer relationships with a useful life of 10 years. Management believes the intangible assets acquired will provide future benefit ratably; accordingly, the amortizable assets acquired will be amortized using the straight-line method over their useful life.

(f)

To reflect (i) payoff of existing Prime debt on the date of the merger and (ii) the current and long-term portions of the increase in RRTS’ credit facility to fund the merger.

(g)

To eliminate taxes payable not assumed in the acquisition.

(h)

To reflect (i) adjustment to deferred rent and to recognize an unfavorable lease obligation and (ii) adjustment to deferred taxes to account for purchase accounting adjustments and RRTS’ existing tax rate reset.

(i)

To reflect the issuance of 208,913 shares of RRTS common stock consisting of $2 par value and $2,998 of additional paid-in capital as part of the merger consideration.

(j)

To reflect the elimination of the stockholders’ investment accounts of Prime.

(k)

Reflects an adjustment to eliminate non-recurring expenses recorded by Prime as follows:

		Year Ended				Six Months
		December 31,				Ended
		2010				June 30, 2011
Shareholder value creation bonus		$	372			$	401
Plus: Non-recurring Mark R. Holden compensation			958				479
Pro forma adjustment		$	1,330			$	880

(l)		Reflects an adjustment to eliminate the historical management fee paid by Prime to Mark R. Holden, President and Chief Executive Officer of Prime. The management agreement between Prime and Mark R. Holden was terminated upon consummation of the Prime merger.
(m)		Reflects an increase in depreciation and amortization expense as a result of the Prime merger due to the preliminary Prime purchase price allocation which resulted in the amortization of Prime’s customer list intangible asset using the straight-line method over an estimated useful life of10 years, as follows:

		Year Ended				Six Months
		December 31,				Ended
		2010				June 30, 2011
Amortization of Prime’s customer relationships		$	340			$	170
Savings on Depreciation for useful lives changes			(56	)			(48	)
Less: historical amount recorded for intangilbes			(265	)			(132	)
Pro forma adjustment		$	21			$	(10	)

(n)

Reflects an adjustment to record one-time, non-recurring transaction expenses related to the merger with Prime for the year ended December 31, 2010 and to eliminate one-time, non-recurring transactionexpenses recorded by Prime during the year ended December 31, 2010 and the six months ended June 30, 2011.

(o)

The purchase price of the Prime merger was $97.5 million, consisting of $94.5 million in cash and $3.0 million in RRTS stock. This pro forma adjustment reflects an adjustment to record interest expense on the incremental debt of $94.5 million (less the application of Prime’s cash balance of $3.8 million), assuming the debt was issued under the RRTS credit facility at an interest rate of 4.82%, and as if the Prime merger had occurred on January 1, 2010, as follows:

		Year Ended				Six Months
		December 31,				Ended
		2010				June 30, 2011
Pro forma interest expense		$	4,419			$	2,210
Amortization of deferred financing cost			737				369
(Less): Historical amount recorded			(1,027	)			(415	)
Pro forma adjustment		$	4,129			$	2,163

(p)		Reflects an adjustment to record income tax expense at the estimated statutory tax rate of 38%.
(q)		Reflects 208,913 shares of RRTS common stock issued as the stock component of the Prime merger consideration.