Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Unless the context otherwise requires, when used in this Exhibit 99.2, the terms “Genesee & Wyoming”, “G&W” and the “Company” refer to Genesee & Wyoming Inc. and its subsidiaries. All references to currency amounts included in this Exhibit 99.2, including the statement of operations are in United States dollars unless specifically noted otherwise.

The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2012 is based upon Genesee & Wyoming’s historical consolidated statement of operations for the year ended December 31, 2012 and RailAmerica, Inc.’s (“RailAmerica”) historical consolidated statements of operations for the nine months ended September 30, 2012 (pre-acquisition) and the period from October 1, 2012 (date of G&W’s acquisition of RailAmerica) to December 28, 2012 (the effective date of G&W’s control of RailAmerica as described below), as if G&W’s acquisition, control of and related financing of RailAmerica were consummated as of January 1, 2012. G&W considers the RailAmerica financial statements for the period ended December 28, 2012 to be representative of and materially consistent with RailAmerica’s financial statements for the three months ended December 31, 2012 and therefore are presented inclusive to December 31, 2012.

The unaudited pro forma condensed combined statement of operations should be read in conjunction with (1) the accompanying notes to the unaudited pro forma condensed combined statement of operations, (2) Genesee & Wyoming’s audited consolidated financial statements and related notes included in Genesee & Wyoming’s Annual Report on Form 10-K for the year ended December 31, 2012 (the “G&W 2012 10-K”) previously filed with the Securities and Exchange Commission (“SEC”), (3) the audited consolidated statement of operations and related notes of RailAmerica for the period from October 1, 2012 to December 28, 2012 included in the G&W 2012 10-K previously filed with the SEC and (4) the unaudited consolidated financial statements of RailAmerica for the nine months ended September 30, 2012 and 2011 included in this Current Report on Form 8-K.

Immediately following Genesee & Wyoming’s acquisition of RailAmerica on October 1, 2012, the shares of RailAmerica were held in a voting trust while the United States Surface Transportation Board (“STB”) considered Genesee & Wyoming’s control application, which application was approved with an effective date of December 28, 2012. Genesee & Wyoming accounted for the earnings of RailAmerica using the equity method of accounting while the shares were held in trust. Between October 1, 2012 and December 28, 2012, Genesee & Wyoming recognized income from its equity investment in RailAmerica of $15.6 million. In accordance with U.S. GAAP, a new accounting basis was established for RailAmerica on October 1, 2012 for its stand-alone financial statements. Upon approval of the STB to control RailAmerica, the preliminary allocation of fair value to the acquisition assets and assumed liabilities were consolidated with Genesee & Wyoming’s assets and liabilities as of December 28, 2012.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2012 is based on preliminary estimates and assumptions of the fair values of the assets acquired and liabilities assumed, which, while considered reasonable under the circumstances, are subject to changes which may be material. The final allocation of fair value to RailAmerica’s assets and liabilities is subject primarily to completion of an assessment of the acquisition-date fair values of acquired non-current assets, deferred taxes and other tax matters, and contingent liabilities. The pro forma adjustments are described in the accompanying footnotes. The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations have been limited to only those adjustments that are: directly attributable to the transaction, factually supportable and expected to have a continuing impact on Genesee & Wyoming’s financial results.

In addition, the pro forma condensed combined statement of operations for the year ended December 31, 2012 does not include the impact of any potential operating efficiencies, savings from expected synergies, costs to integrate the operations or costs necessary to achieve savings from expected synergies or the impact of derivative instruments that Genesee & Wyoming has entered into or may enter into to mitigate interest rate or currency exchange rate risk. The unaudited pro forma condensed combined statement of operations is for information purposes only and is not necessarily an indication of the results of operations of Genesee & Wyoming that would have been achieved had the acquisition and control of RailAmerica and the related financing thereof been completed as of January 1, 2012 or that may be achieved in the future.

Genesee & Wyoming Inc.

Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2012

(dollars in thousands, except per share amounts)

(unaudited)

The accompanying notes are an integral part of this pro forma condensed combined financial information.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

1. BASIS OF PRESENTATION:

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2012 is based upon Genesee & Wyoming’s historical consolidated statement of operations for the year ended December 31, 2012 and RailAmerica’s historical consolidated statements of operations for the nine months ended September 30, 2012 and the period from October 1, 2012 to December 28, 2012, as if Genesee & Wyoming’s acquisition and control of RailAmerica and related financing had been consummated as of January 1, 2012. The Company considers the RailAmerica financial statements for the period ended December 28, 2012 to be representative of and materially consistent with RailAmerica’s financial statements for the three months ended December 31, 2012 and therefore are presented inclusive to December 31, 2012.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2012 is based on preliminary estimates and assumptions of the fair values of the assets acquired and liabilities assumed, which, while considered reasonable under the circumstances, are subject to changes which may be material. The final allocation of fair value to RailAmerica’s assets and liabilities is primarily subject to completion of an assessment of the acquisition-date fair values of acquired non-current assets, deferred taxes and other tax matters, and contingent liabilities. The pro forma adjustments are described in these footnotes. The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2012 have been limited to only those adjustments that are: directly attributable to the transaction, factually supportable and expected to have a continuing impact on Genesee & Wyoming’s financial results. In addition, the pro forma condensed combined statement of operations for the year ended December 31, 2012 does not include the impact of any potential operating efficiencies, savings from expected synergies, costs to integrate the operations or costs necessary to achieve savings from expected synergies or the impact of derivative instruments that Genesee & Wyoming has entered into or may enter into to mitigate interest rate or currency exchange rate risk.

The unaudited pro forma condensed combined statement of operations should be read in conjunction with (1) these notes to the unaudited pro forma condensed combined statement of operations, (2) Genesee & Wyoming’s audited consolidated financial statements and related notes included in the G&W 2012 10-K, (3) the audited consolidated financial statements and related notes of RailAmerica for the period from October 1, 2012 to December 28, 2012 included in the G&W 2012 10-K and (4) the unaudited consolidated financial statements of RailAmerica for the nine months ended September 30, 2012 and 2011 included in this Current Report on Form 8-K.

2. ACQUISITION AND RELATED FINANCING

On October 1, 2012, the Company acquired 100% of RailAmerica’s outstanding shares for cash at a price of $27.50 per share and, in connection with such acquisition, the Company repaid RailAmerica’s term loan and revolving credit facility. The calculation of the total consideration for the RailAmerica acquisition is presented below (dollars in thousands, except share and per share amounts):

The Company financed the $1.4 billion cash purchase price for RailAmerica’s common stock, the refinancing of $1.2 billion of the Company’s and RailAmerica’s outstanding debt prior to the acquisition, as well as transaction and financing related expenses with approximately $1.9 billion of debt from a new five-year Senior Secured Syndicated Facility (the “New Credit Agreement”), $475.5 million of gross proceeds from the Company’s public offerings of Class A Common Stock and Tangible Equity Units (“TEUs”) completed in September 2012 and $350.0 million through a private issuance of mandatorily convertible preferred stock (the “Series A-1 Preferred Stock”) to affiliates of Carlyle Partners V, L.P. (collectively, “Carlyle”) pursuant to an investment agreement (the “Investment Agreement”).

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

3. PRO FORMA ADJUSTMENTS:

The RailAmerica columns reflect RailAmerica’s actual consolidated statements of operations for the nine months ended September 30, 2012 (pre-acquisition) and for the period from October 1, 2012 (date of acquisition) to December 28, 2012. RailAmerica’s other (expense)/income, net for the nine months ended September 30, 2012 included $88.1 million ($55 million after - tax) of costs associated with the redemption of $592.0 million of its 9.25% senior secured notes in January 2012 that represent nonrecurring expenses but do not qualify for exclusion from the pro forma results under Article 11 of Regulation S-X of the Securities Exchange Act of 1934, as amended.

Adjustments

Acquisition/Financing Adjustments

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

As the closing price of the Company’s Class A Common Stock exceeded $76.03 for 30 consecutive trading days as of February 12, 2013, the Company converted all of the outstanding Series A-1 Preferred Stock into 5,984,232 shares of the Company’s Class A Common Stock on February 13, 2013. On the conversion date, the Company paid to Carlyle cash in lieu of fractional shares and all accrued and unpaid dividends to such date on the Series A-1 Preferred Stock totaling $2.1 million.

For basic EPS, the Company deducted the cumulative dividends on the Series A-1 Preferred Stock in calculating income available to common stockholders (i.e., the numerator in the calculation of basic EPS) and divided the income available to common stockholders by the weighted-average number of common shares outstanding during the period.

For diluted EPS, the Company used the if-converted method prescribed under U.S. GAAP in calculating the diluted impact of the Series A-1 Preferred Stock. In applying the if-converted method, conversion shall not be assumed for purposes of computing diluted EPS if the effect would be anti-dilutive. Convertible preferred stock is anti-dilutive whenever the amount of the dividend declared in or accumulated for the current period per common share obtainable on conversion exceeds basic EPS.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

4. ADDITIONAL FREIGHT REVENUES AND CARLOAD INFORMATION:

The following provides additional information with regard to G&W and RailAmerica pro forma freight revenues and carloads by commodity for the year ended December 31, 2012. Such information for both G&W and RailAmerica has been reclassified to reflect G&W’s commodity classifications effective January 1, 2013. (See also notes 3b and 3c).