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Genesee & Wyoming Inc. 2012 Annual Report

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Genesee & Wyoming Inc. 2012 Annual Report Genesee & Wyoming Inc. 2012 Annual Report Genesee & Wyoming Inc. (G&W) owns and operates short line and regional freight railroads in the United States, Australia, Canada, the Netherlands and Belgium. In addition, G&W operates the 1,400-mile Tarcoola to Darwin rail line, which links the Port of Darwin with the Australian interstate rail network in South Australia. Operations currently include 111 railroads organized in 11 regions, with nearly 15,000 miles of owned and leased track, 4,600 employees and over 2,000 customers. We provide rail service at 35 ports in North America, Australia and Europe and perform contract coal loading and railcar switching for industrial customers. Australia Region North Sea NETHERLANDS Rotterdam Maas River Betuweroute to Germany Kijfhoek Rail Yard Rail Feeding Headquarters Europe Rotterdam Rail Feeding, B.V. Region Belgium Rail Feeding BVBA BELGIUM Antwerp Port Operations On the Cover: A newly re-branded New England Central “mother-slug” locomotive set Shunting Contracts transports wood chips to fuel a power plant in Burlington, Vermont. Genesee & Wyoming Inc. Pacific Region Mountain West Region Central Region Rail Link Region North American Operations Canada Region Northeast Region Midwest Region Ohio Valley Region Rail Link Region G&W Railroads Port Operations Industrial Switching Southern Contract Coal Loading Region Dashed line indicates Trackage Rights; gray line indicates Out of Service. www.gwrr.com Financial Highlights (In thousands, except per share amounts) Years Ended December 31 2012 2011 2010 2009 2008 Income Statement Data Operating revenues $874,916 $829,096 $630,195 $544,866 $601,984 Income from operations 190,322 191,779 130,410 99,322 115,931 Income from continuing operations, net of tax 52,551 119,493 78,669 60,075 72,975 Net income available to common stockholders 48,058 119,484 81,260 61,327 72,231 Diluted earnings per common share attributable to Genesee & Wyoming Inc. common stockholders: Diluted earnings per common share (EPS) 1.02 2.79 1.94 1.57 1.99 Weighted average shares - Diluted 51,316 42,772 41,889 38,974 36,348 Balance Sheet Data as of Period End Total assets $5,226,115 $2,294,157 $2,067,560 $1,697,032 $1,587,281 Total debt 1,858,135 626,194 578,864 449,434 561,265 Equity 1,500,462 960,634 817,240 688,877 479,414 Operating Revenues Income from Operations Net Income Diluted Earnings ($ In Millions) ($ In Millions) ($ In Millions) Per Common Share $225 $900 874.9 2 829.1 211.2 800 200 1 191.8 $3.00 1 189.5 2 190.3 1 2.79 700 175 2.532 630.2 $2.50 602.0 600 150 $150 2 2 2.47 544.9 141.1 2 1 129.7 1.99 1 1 $2.00 1.94 500 125 1 125 115.91 130.4 119.5 2 2 1.86 103.6 1 2 1.57 400 100 110.4 100 2 105.6 1.50 99.31 81.31 1.51 2 1 300 75 75 72.2 2 77.7 2 1.27 61.31 1.00 1.021 200 50 50 2 54.7 1 49.42 52.4 0.50 100 25 25 0 0 0 0 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 (1) As Reported (2) Adjusted income from operations, adjusted net income and adjusted diluted EPS are non-GAAP financial measures and are not intended to replace income from operations, net income and diluted EPS, their most directly comparable GAAP measures. The information required by Regulation G under the Securities Exchange Act of 1934, including a reconciliation of non-GAAP financial measures to their most directly comparable U.S. GAAP measures, is included on pages 20-23. 2012 Annual Report 3 In 2012, the Buffalo & Pittsburgh won its third consecutive E.H. Harriman Gold Award for best employee safety performance among railroads working between 250,000 and four million man-hours. From the Chairman Mortimer B. Fuller III Chairman To Our Shareholders: Recently I had the pleasure of visiting some of our newly acquired railroads and presenting an overview of Genesee &Wyoming, the combination with RailAmerica and future opportunities. My introduction to G&W always includes our Core Purpose – to be the safest and most respected rail service provider in the world – and our Core Values. Talking with employees, I am excited by their enthusiasm for G&W’s acquisition of RailAmerica, and I find that our four Core Values provide a useful framework to view the transaction, since they represent the standards to which we hold ourselves in conducting our business: “Focus… for disciplined growth” Discipline over time requires patience. RailAmerica and G&W competed for acquisitions for many years, with G&W often being outbid. We contemplated and analyzed the acquisition of RailAmerica several times over the past decade. However, we were unable to get comfortable with the risks associated with the valuation at an acceptable price. Then, in 2012, our bid was accepted. We acquired the same properties that we had seen before, but at what we now believe is the right risk-adjusted price. Several fundamental changes made us more enthusiastic about the RailAmerica acquisition in 2012 versus the past: ■ RailAmerica was simply a better company than the one we looked at previously. Track infrastructure and many legacy contracts were improved, and management had a firm grip on the operations. ■ As a result of RailAmerica’s corporate structure, the potential cost savings achievable to our shareholders were greater. ■ G&W itself had grown significantly, and with that size and strength, we were readily prepared to fold the RailAmerica railroads into our operations. ■ The timing of the acquisition from a debt-market perspective was as favorable as I have ever seen. ■ The importance and quality of service by the North American rail industry continues to improve, brightening the future for the combined company. 2012 Annual Report 5 From the Chairman, continued “Integrity… to earn the trust of others” To the outside world, the RailAmerica transaction may have seemed deceptively simple: bid accepted; financing committed; acquisition closes into a voting trust; Surface Transportation Board (STB) issues final approval and G&W assumes operating control on December 28, 2012. In fact, it was far from simple. It was an enormous effort by G&W senior management and staff. Our business integrity and reputation underpinned hundreds of letters that the STB received from legislators whose districts we serve and from our customers, who overwhelmingly supported the transaction. Our integrity also facilitated conversations with senior Class I railroad management to assure them that they would receive the same top-quality service on the RailAmerica lines that they have come to expect from G&W railroads. This element of trust based on integrity is also evident in our financing: both the number of banks participating in our loan and the success of our oversubscribed public offerings of common stock and Tangible Equity Units (TEUs). The importance of integrity is also reflected in our ability to attract a private equity investor of The Carlyle Group’s reputation and experience. Carlyle brings not just an investment but also valuable knowledge and advice to our Board. “Respect… for all people with whom we deal” The relationships with our commercial lenders, outside counsel, employees, customers, the local communities of our railroads and all other stakeholders in G&W are built on a culture of respect. An unsolicited by-product of this culture is the ability to unite a group successfully behind a complex and demanding challenge, as embodied by the RailAmerica acquisition. In addition, the culture of respect manifests itself in how people perceive G&W as a place to work. I recently attended two G&WChairman’s Safety Award events (three of our regions: Illinois, Ohio, and Southern were injury-free in 2012!) with David Brown, our new Chief Operating Officer. What David and I heard from the nearly 500 employees who we saw was twofold. First, our legacy employees are enthusiastic about their expanded regions and new opportunities. And second, our new employees from RailAmerica told us how pleased they are that G&W acquired their railroads. Their view is based on G&W’s reputation in the industry, on our decentralized regional structure and on the recognition that we are a long-term owner. “Excellence… in all we do” RailAmerica is our largest acquisition by many measures: price paid; physical plant; number of employees and customers; and prominence in the freight rail industry. Excellence was manifest in the creativity, planning, focus, cooperation and enormous effort that it took to complete the transaction. Consider the challenges that we faced: ■ The due diligence on RailAmerica (including the parent company and its 45 railroads in the U.S. and Canada) was complex and completed in a very short time frame, requiring the same disciplined due diligence as a small acquisition but involving most G&W North American management, staff and many operating personnel; ■ Securing and executing the largest financing in G&W’s history: $2.3 billion in debt to finance the acquisition and refinance both companies’ existing debt; $476 million through a public offering of common stock and TEUs, in addition to a private placement of $350 million of preferred stock with Carlyle; 6 Genesee & Wyoming Inc. ■ Navigating the STB control approval process for a transaction that was unprecedented in size and scope among short line and regional railroads; ■ Putting RailAmerica into a voting trust for an indefinite time period with no control over the operations; and ■ Planning for integration without clarity on when the STB would permit us to take control.
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