EXHIBIT 99.2

QR ENERGY, LP

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Introduction

The following unaudited pro forma financial statements of QR Energy, LP (“QR Energy” or the “Partnership”) reflect the unaudited and audited historical results of QR Energy on a pro forma basis to give effect to: (i) the acquisition on April 20, 2012 by QRE Operating, LLC (“OLLC”), a wholly owned subsidiary of QR Energy, of predominantly low decline, long life oil properties, primarily located in the Ark-La-Tex area, from Prize Petroleum, LLC and Prize Pipeline, LLC (collectively, “Prize”) for $226 million in cash after customary purchase price adjustments (the “Prize Acquisition”), and (ii) the issuance by the Partnership of 8,827,263 common units (including 2,625,000 common units pursuant to the exercise in full of the over-allotment option by the underwriters) to the public for $19.18 per unit on April 17, 2012 resulting in approximately $162.1 million in net proceeds (the “April 2012 Offering”). In connection with the April 2012 Offering, affiliated common unitholders sold 11,297,737 common units they held to the public. The Partnership did not receive any proceeds from the sale of the common units sold by the affiliated common unitholders.

Pro Forma Financial Statements

The unaudited pro forma balance sheet of QR Energy as of March 31, 2012 is based on the unaudited historical consolidated balance sheet of QR Energy and includes pro forma adjustments to give effect to the Prize Acquisition and the April 2012 Offering as if they had occurred on March 31, 2012.

The unaudited pro forma statements of operations of QR Energy are based on the unaudited historical consolidated statements of operations of QR Energy and the unaudited statements of revenue and direct operating expenses attributable to the Prize Properties for the three months ended March 31, 2012, and the audited historical consolidated statement of operations of QR Energy and audited statements of revenue and direct operating expenses attributable to the Prize Properties for the year ended December 31, 2011. Each period has been adjusted to give effect to the Prize Acquisition and the April 2012 Offering as if they had occurred on January 1, 2011.

The unaudited pro forma financial statements have been prepared on the basis that QR Energy is a partnership for federal income tax purposes. Accordingly, no recognition has been given to federal and state income tax in the accompanying unaudited pro forma financial statements. The unaudited pro forma financial statements should be read in conjunction with the notes accompanying those unaudited pro forma financial statements and QR Energy’s Quarterly Report on Form 10-Q for the three months ended March 31, 2012 and QR Energy’s Annual Report on Form 10-K for the year ended December 31, 2011.

The pro forma adjustments to the unaudited and audited historical financial statements are based upon currently available information and certain estimates and assumptions. The actual effect of the Prize Acquisition and the April 2012 Offering discussed in the accompanying notes ultimately may differ from the unaudited pro forma adjustments included herein. However, management believes that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the Prize Acquisition and April 2012 Offering as currently contemplated and the unaudited pro forma adjustments are factually supportable, give appropriate effect to the expected impact of events that are directly attributable to the Prize Acquisition and the April 2012 Offering, and reflect those items expected to have a continuing impact on QR Energy.

QR ENERGY, LP

PRO FORMA BALANCE SHEET (UNAUDITED)

MARCH 31, 2012

(In thousands)

See accompanying notes to the unaudited pro forma condensed financial statements.

QR ENERGY, LP

PRO FORMA STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2012

(In thousands, except per unit amounts)

See accompanying notes to the unaudited pro forma condensed financial statements.

QR ENERGY, LP

PRO FORMA STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE YEAR ENDED DECEMBER 31, 2011

(In thousands, except per unit amounts)

See accompanying notes to the unaudited pro forma condensed financial statements.

Notes to the Unaudited Pro Forma Financial Statements

Except as noted within the context of each footnote disclosure, the dollar amounts presented in the tabular data within these footnote disclosures are stated in thousands of dollars.

1. Basis of Presentation

The following unaudited pro forma financial statements of QR Energy, LP (“QR Energy” or the “Partnership”) reflect the unaudited and audited historical results of QR Energy on a pro forma basis to give effect to: (i) the acquisition on April 20, 2012 by QRE Operating, LLC (“OLLC”), a wholly owned subsidiary of QR Energy, of predominantly low decline, long life oil properties, primarily located in the Ark-La-Tex area, from Prize Petroleum, LLC and Prize Pipeline, LLC (collectively, “Prize”) for approximately $226 million in cash after customary purchase price adjustments (the “Prize Acquisition”), and (ii) the issuance by the Partnership of 8,827,263 common units (including 2,625,000 common units pursuant to the exercise in full of the over-allotment option by the underwriters) to the public for $19.18 per unit on April 17, 2012 resulting in approximately $162.1 million in net proceeds (the “April 2012 Offering”). In connection with the April 2012 Offering, affiliated common unitholders sold 11,297,737 common units they held to the public. The Partnership did not receive any proceeds from the sale of the common units sold by the affiliated common unitholders.

The unaudited pro forma balance sheet of QR Energy as of March 31, 2012 is based on the unaudited historical consolidated balance sheet of QR Energy and includes pro forma adjustments to give effect to the Prize Acquisition and the April 2012 Offering as if they had occurred on March 31, 2012.

The unaudited pro forma statements of operations of QR Energy are based on the unaudited historical consolidated statements of operations of QR Energy and the unaudited statements of revenue and direct operating expenses attributable to the Prize Properties for the three months ended March 31, 2012, and the audited historical consolidated statement of operations of QR Energy and audited statements of revenue and direct operating expenses attributable to the Prize Properties for the year ended December 31, 2011. Each period has been adjusted to give effect to the Prize Acquisition and the April 2012 Offering as if they had occurred on January 1, 2011.

Pro forma data is based on currently available information and certain estimates and assumptions as explained in the notes to the unaudited pro forma combined financial statements. Pro forma data is not necessarily indicative of the financial results that would have been attained had the acquisition occurred on January 1, 2011. As actual adjustments may differ from the pro forma adjustments, the pro forma amounts presented should not be viewed as indicative of operations in the future periods. The accompanying unaudited pro forma combined financial statements of the Partnership should be read in conjunction with QR Energy’s Quarterly Report on Form 10-Q for the three months ended March 31, 2012 and QR Energy’s Annual Report on Form 10-K for the year ended December 31, 2011.

2. Pro Forma Adjustments and Assumptions

Unaudited Pro Forma Balance Sheet

(a) Reflects issuance by the Partnership of 8,827,263 common units (including 2,625,000 common units pursuant to the exercise in full of the over-allotment option by the underwriters) to the public for $19.18 per unit on April 17, 2012 resulting in approximately $162.1 million in net proceeds.

(b) Reflects incremental borrowings under the Partnership’s revolving credit facility to finance a portion of the Prize Acquisition.

(c) Reflects net assets acquired pursuant to the Prize Acquisition for approximately $226 million in cash after customary purchase price adjustments. The following chart illustrates the purchase price allocation, which is based on preliminary estimates by management, subject to final determination.

(d) Reflects sale to the public of 11,297,737 common units held by affiliated common unitholders pursuant to the April 2012 Offering. The Partnership did not receive any proceeds from the sale of the common units sold by the affiliated common unitholders.

Unaudited Pro Forma Statements of Operation

(e) Reflects revenue and direct operating expenses related to the oil and gas properties acquired pursuant to the Prize Acquisition which were derived from Prize’s historical financial records for the year ended December 31, 2011 and the three months ended March 31, 2012.

(f) Reflects incremental depletion expense related to the oil and gas properties acquired pursuant to the Prize Acquisition using the full cost method of accounting and corresponding asset retirement obligations as if the Prize Acquisition had occurred on January 1, 2011, calculating using the Partnership’s historical depletion costs per Boe.

(g) Reflects incremental accretion of the asset retirement obligations acquired pursuant to the Prize Acquisition as if the Prize Acquisition had occurred on January 1, 2011.

(h) Reflects incremental G&A expense associated with the oil and gas properties acquired pursuant to the Prize Acquisition. The adjustment results from an incremental allocation of general and administrative expenses from an affiliated company that provides services to the Partnership pursuant to a services agreement and is allocated based on a relative percentage of production of the Partnership and the other entities to whom the affiliate provides similar services.

(i) Reflects interest expense associated with borrowings under the Partnership’s revolving credit facility of approximately $52.8 million to finance a portion of the Prize Acquisition using an assumed variable interest rate of 2.49% for the three months ended March 31, 2012 and for the year ended December 31, 2011. If the variable interest rate increased or decreased by .125% in the future, the annual pro forma interest expense would increase or decrease by less than $0.1 million.

3. Pro Forma Net Income (Loss) Per Limited Partner Unit

Pro forma net income (loss) per limited partner unit is determined by dividing the pro forma net income (loss) available to the limited partner unitholders, after deducting QR Energy’s general partner 0.1% interest in net income (loss), by the weighted average number of limited partner units outstanding during the year ended December 31, 2011 and the three months ended March 31, 2012. QR Energy’s general partner interest in pro forma net income (loss) was not adjusted for any changes to the management incentive fee resulting from the Prize Acquisition.

The following sets forth the calculation of pro forma net income (loss) per limited partner unit for the three months ended March 31, 2012 and for the year ended December 31, 2011. The historical calculation has been adjusted to show the effect of the Prize Acquisition and the April 2012 Offering as if they had occurred on January 1, 2011.

Supplemental Oil and Gas Information (Unaudited)

The following table sets forth certain unaudited pro forma information regarding estimates of the Partnership’s proved crude oil and natural gas reserves for the year ended December 31, 2011 after giving effect to the Prize Acquisition as if it had occurred on January 1, 2011. Because oil reserve estimates are inherently imprecise and require extensive judgments of reservoir engineering data, they are generally less precise than estimates made in conjunction with financial disclosures.

Summarized in the following table is information for the Partnership’s unaudited pro forma standardized measure of discounted cash flows relating to estimated proved reserves as of December 31, 2011 after giving effect to the Prize Acquisition as if it had occurred on January 1, 2011. The Standardized Measure of discounted future net cash flows was determined based on the economic conditions in effect at December 31, 2011. The disclosures below do not purport to present the fair market value of the Partnership’s oil and gas reserves. An estimate of the fair market value would also take into account, among other things, the recovery of reserves in excess of proved reserves, anticipated future changes in prices and costs, a discount factor more representative of the time value of money, and risks inherent in reserve estimates. The pro forma Standardized Measure of discounted future net cash flows is presented as follows:

The following table sets forth unaudited pro forma information for the principal sources of changes in the Standardized Measure of discounted future net cash flows for the year ended December 31, 2011 after giving effect to the Prize Acquisition as if it had occurred on January 1, 2011: