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View Annual Report Genesee & Wyoming Inc. 2013 Annual Report Genesee &Wyoming Inc. North American Operations Canada Region Northeast RCPE* Region Pacific Midwest Region Region Ohio Valley Mountain West Region Region Central Region Rail Link Region Railroads Dashed lines indicate trackage rights Contract Coal Loading Industrial Switching Southern Port Operations Region Rail Link Region * Subject to U.S. Surface Transportation Board acquisition approval and the satisfaction of certain closing conditions Genesee & Wyoming Inc. (G&W) Europe Region owns and operates short line and Port Operations Shunting Contracts regional freight railroads in the Rotterdam Rail Feeding United States, Australia, Canada, the Netherlands and Belgium. In addition, G&W operates the 1,400-mile Tarcoola to Darwin rail Belgium Rail Feeding line, which links the Port of Darwin with the Australian interstate rail network in South Australia. Opera- tions 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 Australia service at 37 ports in North America, Region Australia and Europe and perform contract coal loading and railcar switching for industrial customers. Port Pirie Port Operations Financial Highlights (In thousands, except per share amounts) Years Ended December 31 2013 2012 2011 2010 2009 Income Statement Data Operating revenues $1,569,011 $874,916 $829,096 $630,195 $544,866 Income from operations 380,188 190,322 191,779 130,410 99,322 Net income 272,091 52,433 119,484 81,260 61,473 Net income available to common stockholders 269,157 48,058 119,484 81,260 61,327 Diluted earnings per common share attributable to Genesee & Wyoming Inc. common stockholders: Diluted earnings per common share (EPS) 4.79 1.02 2.79 1.94 1.57 Weighted average shares - Diluted 56,679 51,316 42,772 41,889 38,974 Balance Sheet Data as of Period End Total assets $5,319,821 $5,226,115 $2,294,157 $2,067,560 $1,697,032 Total debt 1,624,712 1,858,135 626,194 578,864 449,434 Equity 2,149,070 1,500,462 960,634 817,240 688,877 Operating Revenues Income from Operations Net Income Diluted Earnings ($ In Millions) ($ In Millions) ($ In Millions) Per Common Share 2 $1,600 1,569.0 $400 394.1 $275 272.11 $5.00 4.791 1 380.2 250 4.50 1,400 350 225 4.00 1,200 300 216.12 200 3.802 3.50 1,000 250 175 3.00 1 874.9 2.79 2 150 829.1 211.2 2 1 2.53 800 200 191.8 129.72 2.50 1 125 1 2 189.5 2 190.3 119.5 2.47 1 630.2 2.00 1.94 600 2 150 141.1 100 2 544.9 105.6 1 2 1.57 1.86 81.31 130.4 1 1.50 103.62 75 400 100 1 77.7 2 61.5 2 99.31 1.27 50 1.00 1 1 49.52 52.4 1.02 200 50 25 0.50 0 0 0 0 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 (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 Item 10(e) of the Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934 (Item 10(e)) and 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 18-23. 2013 Annual Report 1 From the CEO John C. Hellmann President and Chief Executive Officer To Our Shareholders: In 2013, Genesee &Wyoming completed its first year of operations following our $2 billion acquisition of RailAmerica, a transaction that added 45 new railroads and doubled the size of our business in North America. While the successful integration of RailAmerica was a significant achievement in 2013, the year was marked by several other important accomplishments. First, we led the rail industry in safety for the fifth consecutive year, which is remarkable in a year that we welcomed 2,000 new employees to our organization. Second, our financial performance was strong as we increased adjusted diluted earnings per share by 50% and used record free cash flow to pay down more than $200 million of debt, reducing our leverage to less than 3.0x debt to adjusted EBITDA.(1) Third, our Australian operating team seamlessly implemented a major expansion of our iron ore service, hauling a record 11 million tons of iron ore to a customer’s port facility in South Australia for export primarily to China. Fourth, with our newly expanded company performing well, we focused on investment and acquisition opportunities, culminating in our January 2014 agreement with Canadian Pacific Railway to purchase a 670-mile railroad located in South Dakota, Minnesota, Wyoming and Nebraska for $210 million. Our newly formed Rapid City, Pierre & Eastern Railroad (RCP&E) is one of the largest proposed Class I spinoffs in recent history and, following expected approval by the U.S. Surface Transportation Board (STB), we are excited about its anticipated contribution to G&W’s long-term growth. Safety In 2013, G&W’s overall injury frequency rate of 0.80 per 200,000 man-hours was once again better than any Class I railroad and more than three times safer than the short line industry average. Although our 2013 results were impressive in the context of our industry, we fell short of our target of 0.45. Nonetheless, we are confident in our ability to continuously improve our safety performance and have established our 2014 target once again at 0.45. It is noteworthy that 91 of our 111 railroads worldwide did not have a reportable injury in 2013, so our ultimate objective of being an injury-free company is also in reach. Visit any of our operations – from Corpus Christi to Labrador City, from the Port of Rotterdam to Australia’s Northern Territory – and you will find the same language and culture of safety that binds the entirety of G&W. (1) Adjusted diluted EPS, free cash flow and adjusted EBITDA are non-GAAP financial measures and are not intended to replace diluted EPS, cash provided by operating activities and net income, their most directly comparable GAAP measures. The information required by Item 10(e) of Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934 (Item 10(e)) and Regulation G under the Securities Exchange Act of 1934 (Regulation G), including a reconciliation of non-GAAP measures to their most directly comparable U.S. GAAP measures, is included on pages 18-23. 2013 Annual Report 3 From the CEO, continued Financial Results In 2013, G&W achieved record financial results in operating revenues, adjusted income from operations, adjusted diluted earnings per common share and free cash flow.(2) Highlights include: Operating Revenues increased 79.3% from $874.9 million in 2012 to $1.57 billion in 2013. Assuming G&W had controlled and consolidated RailAmerica for the full year of 2012, which we refer to as the “Combined Company” basis, our 2013 revenues increased 7.4%.(2) Adjusted Operating Ratio (adjusted operating expenses divided by operating revenues) improved from 75.9% in 2012 to 74.9% in 2013;(2) Reported Operating Ratio improved from 78.2% in 2012 to 75.8% in 2013. Adjusted Income from Operations increased 86.6% from $211.2 million in 2012 to $394.1 million in 2013;(2) Reported Income from Operations increased 99.8% from $190.3 million in 2012 to $380.2 million in 2013. Adjusted Diluted Earnings per Common Share (EPS) increased 50% from $2.53 in 2012 (with 51.3 million average shares outstanding) to $3.80 in 2013 (with 56.7 million average shares outstanding);(2) Reported Diluted EPS increased from $1.02 in 2012 (with 51.3 million average shares outstanding) to $4.79 in 2013 (with 56.7 million average shares outstanding). Free Cash Flow increased from $33.2 million in 2012 to $217.6 million in 2013. Before investments in equipment and facilities to support new business, free cash flow increased from $135.0 million in 2012 to $251.8 million in 2013.(2) While our growth metrics were strong due to the absolute size of the RailAmerica acquisition, in order to better understand trends in our business, it is also useful to analyze our same railroad revenue trends for 2013 versus the prior year. The following discussion highlights our revenue trends on a Combined Company, same railroad basis as though the RailAmerica railroads were owned by G&W during 2012. G&W’s Combined Company same railroad freight revenues were up 10.1% in 2013, driven by a 5.8% increase in carloads and a 4.2% increase in average freight revenues per carload. (2) To provide comparative context for 2013 consolidated operating revenues and traffic volumes, G&W is providing “Combined Company” comparisons for those items as though the RailAmerica railroads were owned by G&W during 2012. In doing so, G&W has amended RailAmerica’s 2012 information to conform with G&W’s reporting methodology. Combined Company operating revenues include both RailAmerica and G&W operating revenues for 2012.
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