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View Annual Report Genesee & Wyoming Inc. Annual Report 2005 Genesee & Wyoming Inc. Canada Chemins de fer Chemin de fer St-Laurent Québec-Gatineau Oregon Huron Central Railway & Atlantique (Québec) Portland & Western St. Lawrence Railroad & Atlantic Railroad TMK New York/Pennsylvania Buffalo & Pittsburgh Railroad Rochester & Southern Railroad South Buffalo Railway Utah YR Utah Railway Illinois Company Illinois & Midland Railroad Tazewell & Peoria Railroad CWRY WKR ETRY KWT ATW LR&W Wilmington, NC F&P GC ALM M&B RS Savannah, GA CIRR Brunswick, GA BAYL FC Fernandina, FL VRY Jacksonville, FL L&D AN St. Joe, FL Rail Link Panama City, FL Galveston, TX Baton Rouge, LA Corpus Christi, TX North American Operations Port Operations Industrial Switching Mexico Short Line Railroad Ferrocarriles Key to Abbreviations - See page 14 Chiapas-Mayab, S.A. de C.V. Dashed lines indicate trackage rights Australian Railroad Group (ARG) Darwin Australian Operations Owned Track ARG Operations in New South Wales Asia Pacific Transport Consortium (APTC) Line Open Access on Interstate lines Brisbane Perth Sydney Adelaide Melbourne Financial Highlights Net Income by Geography (in thousands, except per share data) Years Ended December 31 2005 Net Income = $50.1 million 2005 2004 Income Statement Data North America 79.9% Operating revenues $385,389 $303,784 Operating income $70,931 $50,039 Net income $50,135 $37,619 Diluted earnings per common share $1.20 $0.90 1.2% South America Weighted average number of shares 18.9% Australia of common stock–diluted 41,712 41,103 Balance Sheet Data as of Period End 2005 North American Freight Mix by revenues Total assets $980,598 $677,251 Other 1.8% 21% Paper Total debt $338,351 $132,237 Intermodal .8% Auto 2.3% Stockholders’ equity $397,820 $341,700 Farm & Food 6.3% Chemicals-Plastics 7.6% 18.3% Coal Petroleum 9.1% Genesee & Wyoming Inc. is a leading owner and operator Metals 10% of regional freight railroads in the United States, 12.5% Lumber & Forest Australia, Canada, Mexico and Bolivia. In addition, we 10.3% Minerals-Stone provide freight car switching and rail-related services to industrial companies in the United States. We have inter- ests in 49 railroads and operate over 9,300 miles of 2005 Australian Freight Mix owned, jointly owned or leased track and more than by revenues 3,000 additional miles under track access arrangements. Other 12.3% Gypsum 1.4% Hook & Pull 2.3% 28.8% Grain Bauxite 5.2% Alumina 7.8% 21.7% Other Ores & Minerals Cover: After leaving Helper, Utah, a 91-car Utah Railway Iron Ore 20.5% train heads west towards the pass at Soldier Summit carry- ing coal bound for a power plant generating electricity for the Los Angeles power grid. Page 16: A domestic intermodal train originating in Chicago departs Richmond, Québec, for Auburn, Maine, to deliver consumer goods to New England. 2005 Genesee & Wyoming Inc. 1 Andrew, Illinois To Our I On July 26, 2005, we refinanced with long-term notes the debt incurred with the RMC transaction. Shareholders The $125 million debt refinancing included a private placement of $100 million fixed rate 10-year senior notes priced at 5.36 percent and $25 million floating rate 7-year senior notes priced at LIBOR plus 0.70 percent. Following our successful $75 million private Mortimer B. Fuller III placement of senior notes in 2004, this financing Chairman of the Board of Directors again demonstrated GWI’s ability to access the debt and Chief Executive Officer market on favorable terms. I On February 13, 2006, we announced that we and In 2005, for the tenth consecutive year since our 1996 our 50-percent partner, Wesfarmers Limited (Wesfarmers), initial public offering, net income for Genesee & Wyoming had entered into an agreement to sell our Western Inc. (GWI) increased. In addition, two transactions Australian operations and certain other assets of the significantly changed the profile of GWI’s businesses in Australian Railroad Group (ARG) to Queensland Rail North America and Australia. The first, the acquisition (QR) and Babcock & Brown Limited (B&B) for $956 of substantially all of the operations of Rail Management million. GWI simultaneously entered into an agreement Corporation (RMC), was completed in June 2005, and to purchase Wesfarmers’ 50-percent ownership of the second, the sale of a majority of our Australian the remaining ARG operations in South Australia and assets, was announced in February 2006 (scheduled to the Northern Territory for $15 million. GWI expects to close in the second quarter of 2006). These accomplish- receive approximately $205 million in cash after provi- ments have been achieved with the same disciplined sions for U.S. and Australian taxes. Subject to certain strategy that has created value to our shareholders over government approvals, the transaction is expected to the past decade. close in the second quarter of 2006. ARG has received I Net income for 2005 was $50.1 million, a 33.3- a deposit of $66 million. percent increase over $37.6 million of net income This transaction is significant for several reasons: I in 2004. Diluted earnings per share increased This is the first material sale of any GWI operat- 33.3 percent to $1.20 in 2005 (with 41.7 million ing property. The value of the business was greater shares outstanding), compared to $0.90 in 2004 to others than the value we believed we could (with 41.1 million shares outstanding). create for our shareholders over the long term. I I North American Free Cash Flow increased to The sale proceeds will be used: (i) to acquire record levels in 2005. We generated $41 million in Wesfarmers’ 50-percent interest in ARG’s remain- 2005, compared to $33.1 million during 2004, an ing rail operations for $15 million; (ii) to repay all increase of 23.9 percent. Free Cash Flow is defined debt outstanding under our $225 million senior as Cash from Operations of $68.1 million less Cash revolving credit facility ($88 million as of year end used in Investing of $271.8 million, excluding Cash 2005); and (iii) for general corporate purposes, used for Acquisitions of $244.7 million. including acquisitions. This transaction provides I We acquired substantially all of the operations GWI the greatest capacity for future acquisitions of Rail Management Corporation (RMC) on June 1, in its history, approximately $345 million. I 2005, for $238.2 million in cash and the assumption The retained business will be named Genesee of $1.7 million of noninterest-bearing debt. This & Wyoming Australia Pty Ltd. Headquartered in acquisition, GWI’s largest in North America, added Adelaide, this regional railroad is similar in size fourteen principal rail operations, hauling approxi- to other GWI regions and allows us to maintain mately 150,000 carloads annually over 789 miles our presence in the dynamic and changing of track with 88 locomotives and 1,751 freight cars. Australian rail market. I As a result of the strong momentum of our busi- ness, our Board of Directors approved a three-for-two Originating in the Powder River Basin, these coal cars are stock split of our Class A and Class B common stock, being delivered by the Illinois & Midland Railroad to one which took the form of a 50-percent common stock of the four power generation facilities it serves in central dividend, payable March 14, 2006, to shareholders Illinois. The Illinois Region delivers more than 12 million tons of Powder River Basin coal each year. of record as of February 28, 2006. 2005 Genesee & Wyoming Inc. 3 Growing by Acquisition in North America Carolina, and RMC’s two railroads serving the Florida Revenue for 2005 increased $81.6 million from 2004, ports of Panama City and Port St. Joe complement of which $55 million was from acquisitions: $40.3 million Rail Link’s services to seven other ports (Corpus Christi, from acquired RMC properties starting June 1, 2005; Texas; Jacksonville, Florida; Fernandina, Florida; two $9.8 million from the Tazewell & Peoria Railroad acquisi- ports in Savannah, Georgia; Brunswick, Georgia; and tion of November 1, 2004; $3.3 million from First Coast Baton Rouge, Louisiana). Railroad acquired from CSX on April 9, 2005; and Most importantly, the RMC acquisition brought $1.6 million from the Savannah Wharf Branch acquired a complement of dedicated, professional and highly from CSX on August 20, 2004. capable railroaders to our Rail Link business unit. The acquisition of RMC’s 14 railroads was our largest-ever acquisition in North America. Thirteen of Rail Industry Outlook the rail operations are primarily located in the Southeast Economic growth, commodity demand and the impact (Florida, Alabama, Mississippi, Georgia and Arkansas, of high fuel prices are clearly driving increased demand with smaller operations in Texas, North Carolina, Ten- for rail services. Some rail industry analysts are referring nessee and Kentucky). One property is in Wisconsin. to a rail “renaissance.” While that statement may be They fit well with our existing Rail Link Region both in bold, for the first time since deregulation in 1980 gave terms of geography and lines of business. Five of the the rail industry the freedom to negotiate rates, the railroads are former industrial railroads serving the paper industry actually has the pricing power to raise rates and forest products industries. They complement three and improve earnings. Fuel surcharges have helped former Georgia Pacific railroads GWI acquired in offset fuel cost increases. This ability to raise revenue 2003 now operated by Rail Link; the First Coast Railroad, is apparent in the 2005 results of the U.S. and Canadian acquired in 2005, whose two major customers are Class I railroads. The industry is responding, investing paper companies; and switching operations at eight in growth by expanding capacity to ease congestion.
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