GWR.06.30.2014 10-Q
Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________
FORM 10-Q
________________________________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2014
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File No. 001-31456
_________________________________________________________________
GENESEE & WYOMING INC.
(Exact name of registrant as specified in its charter)
__________________________________________________________________
Delaware
 
06-0984624
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
20 West Avenue, Darien, Connecticut 06820
(Address of principal executive offices)(Zip Code)
(203) 202-8900
(Registrant's telephone number, including area code)
_____________________________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  YES    o  NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  YES    o  NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
x
 
Accelerated filer
 
o
 
 
 
 
 
 
 
Non-accelerated filer
 
o  (Do not check if a smaller reporting company)
 
Smaller reporting company
 
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    o  YES    x  NO
Shares of common stock outstanding as of the close of business on August 1, 2014:
 
Class
 
Number of Shares Outstanding
Class A Common Stock
 
52,719,471
Class B Common Stock
 
1,062,985
 


Table of Contents

INDEX
 
 
Page
 
 
 
 
 
 
 
Part I
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Part II
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 
 

2

Table of Contents

Unless the context otherwise requires, when used in this Quarterly Report on Form 10-Q, the terms "Genesee & Wyoming," "G&W," the "Company," "we," "our" and "us" refer to Genesee & Wyoming Inc. and its subsidiaries. All references to currency amounts included in this Quarterly Report on Form 10-Q, including the financial statements, are in United States dollars unless specifically noted otherwise.

Forward-Looking Statements
This report and other documents referred to in this report contain forward-looking statements regarding future events and the future performance of Genesee & Wyoming Inc. that are based on current expectations, estimates and projections about our industry, our business and our performance, management's beliefs and assumptions made by management. Words such as "anticipates," "intends," "plans," "believes," "should," "seeks," "expects," "estimates," "trends," "outlook," variations of these words and similar expressions are intended to identify these forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to forecast, including the following risks: risks related to the operation of our railroads; severe weather conditions and other natural occurrences, which could result in shutdowns, derailments or other substantial disruption of operations; consummation and integration of acquisitions; economic, political and industry conditions (including employee strikes or work stoppages); customer demand and changes in our operations, retention and contract continuation; legislative and regulatory developments, including changes in environmental and other laws and regulations to which we are subject; increased competition in relevant markets; funding needs and financing sources, including our ability to obtain government funding for capital projects; international complexities of operations, currency fluctuations, finance, tax and decentralized management; challenges of managing rapid growth including retention and development of senior leadership; unpredictability of fuel costs; susceptibility to various legal claims and lawsuits; increase in, or volatility associated with, expenses related to estimated claims, self-insured retention amounts and insurance coverage limits; consummation of new business opportunities; exposure to the credit risk of customers or counterparties; our ability to realize the expected synergies associated with acquisitions; susceptibility to the risks of doing business in foreign countries; and others including, but not limited to, those set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q, if any, and those noted in our 2013 Annual Report on Form 10-K under "Risk Factors." Therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Forward-looking statements speak only as of the date of this report or as of the date they were made. We undertake no obligation to update the current expectations or forward-looking statements contained in this report.

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Table of Contents

PART I - FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS.
GENESEE & WYOMING INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2014 and DECEMBER 31, 2013 (Unaudited)
(dollars in thousands, except share amounts)
 
June 30,
2014
 
December 31,
2013
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
33,032

 
$
62,876

Accounts receivable, net
352,283

 
325,453

Materials and supplies
36,214

 
31,295

Prepaid expenses and other
45,113

 
52,584

Deferred income tax assets, net
68,031

 
76,122

Total current assets
534,673

 
548,330

PROPERTY AND EQUIPMENT, net
3,778,487

 
3,440,744

GOODWILL
632,905

 
630,462

INTANGIBLE ASSETS, net
602,805

 
613,933

DEFERRED INCOME TAX ASSETS, net
3,007

 
2,405

OTHER ASSETS, net
58,491

 
83,947

Total assets
$
5,610,368

 
$
5,319,821

LIABILITIES AND EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Current portion of long-term debt
$
31,099

 
$
84,366

Accounts payable
249,426

 
242,010

Accrued expenses
123,272

 
130,132

Total current liabilities
403,797

 
456,508

LONG-TERM DEBT, less current portion
1,731,939

 
1,540,346

DEFERRED INCOME TAX LIABILITIES, net
882,616

 
863,051

DEFERRED ITEMS - grants from outside parties
283,537

 
267,098

OTHER LONG-TERM LIABILITIES
40,797

 
43,748

COMMITMENTS AND CONTINGENCIES


 


EQUITY:
 
 
 
Class A common stock, $0.01 par value, one vote per share; 180,000,000 shares authorized at June 30, 2014 and December 31, 2013; 65,403,360 and 64,584,102 shares issued and 52,716,419 and 51,934,137 shares outstanding (net of 12,686,941 and 12,649,965 shares in treasury) on June 30, 2014 and December 31, 2013, respectively
654

 
646

Class B common stock, $0.01 par value, ten votes per share; 30,000,000 shares authorized at June 30, 2014 and December 31, 2013; 1,062,985 and 1,608,989 shares issued and outstanding on June 30, 2014 and December 31, 2013, respectively
11

 
16

Additional paid-in capital
1,319,645

 
1,302,521

Retained earnings
1,159,616

 
1,058,884

Accumulated other comprehensive income
10,982

 
6,089

Treasury stock, at cost
(223,887
)
 
(220,361
)
Total Genesee & Wyoming Inc. stockholders' equity
2,267,021

 
2,147,795

Noncontrolling interest
661

 
1,275

Total equity
2,267,682

 
2,149,070

Total liabilities and equity
$
5,610,368

 
$
5,319,821

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

GENESEE & WYOMING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 and 2013 (Unaudited)
(in thousands, except per share amounts)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
OPERATING REVENUES
$
414,563

 
$
400,648

 
$
790,842

 
$
775,598

OPERATING EXPENSES:
 
 
 
 
 
 
 
Labor and benefits
116,556

 
109,781

 
233,303

 
219,087

Equipment rents
19,874

 
18,993

 
38,932

 
37,701

Purchased services
23,868

 
30,598

 
51,678

 
59,993

Depreciation and amortization
38,212

 
34,161

 
75,853

 
68,384

Diesel fuel used in operations
37,379

 
34,694

 
79,314

 
73,879

Casualties and insurance
12,752

 
10,043

 
22,385

 
17,994

Materials
19,325

 
22,784

 
35,444

 
41,714

Trackage rights
14,021

 
12,770

 
26,287

 
23,627

Net gain on sale of assets
(1,369
)
 
(1,009
)
 
(2,207
)
 
(2,716
)
Other expenses
23,836

 
20,416

 
44,869

 
52,318

Total operating expenses
304,454

 
293,231

 
605,858

 
591,981

INCOME FROM OPERATIONS
110,109

 
107,417

 
184,984

 
183,617

Interest income
241

 
950

 
1,275

 
1,993

Interest expense
(17,814
)
 
(17,203
)
 
(31,455
)
 
(37,323
)
Other income/(loss), net
920

 
(896
)
 
1,186

 
(223
)
Income before income taxes
93,456

 
90,268

 
155,990

 
148,064

Provision for income taxes
(32,567
)
 
(25,218
)
 
(55,467
)
 
(286
)
Net income
60,889

 
65,050

 
100,523

 
147,778

Less: Net income/(loss) attributable to noncontrolling interest
161

 
280

 
(209
)
 
446

Less: Series A-1 Preferred Stock dividend

 

 

 
2,139

Net income available to common stockholders
$
60,728

 
$
64,770

 
$
100,732

 
$
145,193

Basic earnings per common share attributable to Genesee & Wyoming Inc. common stockholders
$
1.10

 
$
1.19

 
$
1.83

 
$
2.75

Weighted average shares - Basic
55,054

 
54,434

 
54,949

 
52,891

Diluted earnings per common share attributable to Genesee & Wyoming Inc. common stockholders
$
1.07

 
$
1.14

 
$
1.77

 
$
2.60

Weighted average shares - Diluted
56,948

 
56,676

 
56,910

 
56,633

The accompanying notes are an integral part of these consolidated financial statements.

5

Table of Contents


GENESEE & WYOMING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 and 2013 (Unaudited)
(dollars in thousands)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
NET INCOME
$
60,889

 
$
65,050

 
$
100,523

 
$
147,778

OTHER COMPREHENSIVE INCOME/(LOSS):
 
 
 
 
 
 
 
Foreign currency translation adjustment
14,423

 
(47,824
)
 
18,177

 
(53,171
)
Net unrealized (loss)/gain on qualifying cash flow hedges, net of tax benefit/(provision) of $4,307, ($8,182), $8,946 and ($11,141), respectively
(6,460
)
 
12,274

 
(13,419
)
 
16,712

Changes in pension and other postretirement benefits, net of tax (provision) of ($38), ($56), ($76) and ($113), respectively
67

 
98

 
135

 
196

Other comprehensive income/(loss)
8,030

 
(35,452
)
 
4,893

 
(36,263
)
COMPREHENSIVE INCOME
68,919

 
29,598

 
105,416

 
111,515

Less: Comprehensive income/(loss) attributable to noncontrolling interest
161

 
280

 
(209
)
 
446

COMPREHENSIVE INCOME ATTRIBUTABLE TO GENESEE & WYOMING INC.
$
68,758

 
$
29,318

 
$
105,625

 
$
111,069

The accompanying notes are an integral part of these consolidated financial statements.


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Table of Contents

GENESEE & WYOMING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2014 and 2013 (Unaudited)
(dollars in thousands)
 
Six Months Ended
 
June 30,
 
2014
 
2013
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income
$
100,523

 
$
147,778

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
75,853

 
68,384

Compensation cost related to equity awards
6,011

 
10,749

Excess tax benefit from share-based compensation
(4,182
)
 
(5,666
)
Deferred income taxes
36,453

 
(18,802
)
Net gain on sale of assets
(2,207
)
 
(2,716
)
Insurance proceeds received

 
10,353

Changes in assets and liabilities which provided/(used) cash, net of effect of acquisitions:
 
 
 
Accounts receivable, net
(26,616
)
 
(45,254
)
Materials and supplies
(1,288
)
 
(1,842
)
Prepaid expenses and other
7,620

 
(2,111
)
Accounts payable and accrued expenses
6,454

 
(13,412
)
Other assets and liabilities, net
1,442

 
5,242

Net cash provided by operating activities
200,063

 
152,703

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchase of property and equipment
(174,921
)
 
(112,334
)
Grant proceeds from outside parties
27,644

 
6,008

Cash paid for acquisitions, net of cash acquired
(220,542
)
 

Insurance proceeds for the replacement of assets
1,172

 

Proceeds from disposition of property and equipment
3,365

 
3,198

Net cash used in investing activities
(363,282
)
 
(103,128
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Principal payments on long-term borrowings, including capital leases
(187,945
)
 
(267,961
)
Proceeds from issuance of long-term debt
318,171

 
168,998

Debt amendment costs
(3,880
)
 
(1,880
)
Proceeds from employee stock purchases
6,928

 
9,177

Treasury stock purchases
(3,526
)
 
(7,735
)
Dividends paid on Series A-1 Preferred Stock

 
(2,139
)
Excess tax benefit from share-based compensation
4,182

 
5,666

Net cash provided by/(used in) financing activities
133,930

 
(95,874
)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
(555
)
 
64

DECREASE IN CASH AND CASH EQUIVALENTS
(29,844
)
 
(46,235
)
CASH AND CASH EQUIVALENTS, beginning of period
62,876

 
64,772

CASH AND CASH EQUIVALENTS, end of period
$
33,032

 
$
18,537

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents             
GENESEE & WYOMING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


1. PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION:
The interim consolidated financial statements presented herein include the accounts of Genesee & Wyoming Inc. and its subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. These interim consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and are unaudited. They do not contain all disclosures which would be required in a full set of financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, the unaudited financial statements for the three and six months ended June 30, 2014 and 2013 are presented on a basis consistent with the audited financial statements and contain all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of the results for the interim periods presented. The results of operations for interim periods are not necessarily indicative of results of operations for the full year. The consolidated balance sheet data for 2013 was derived from the audited financial statements in the Company's 2013 Annual Report on Form 10-K but does not include all disclosures required by U.S. GAAP.
The interim consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2013 included in the Company's 2013 Annual Report on Form 10-K.
2. CHANGES IN OPERATIONS:
United States
Rapid City, Pierre & Eastern Railroad: On May 30, 2014, the Company's new subsidiary, Rapid City, Pierre & Eastern Railroad, Inc. (RCP&E), purchased the assets comprising the western end of Canadian Pacific Railway Limited's (CP) Dakota, Minnesota & Eastern Railroad Corporation (DM&E) rail line for a cash purchase price of $217.7 million, including the purchase of materials and supplies, railcars, equipment and vehicles. RCP&E commenced freight service on the line on June 1, 2014. The results of operations from RCP&E have been included in the Company's statement of operations since the acquisition date within the Company's North American & European Operations segment.
RCP&E operates approximately 670 miles of rail line between Tracy, Minnesota and Rapid City, South Dakota; north of Rapid City to Colony, Wyoming; south of Rapid City to Dakota Junction, Nebraska; and connecting branch lines as well as trackage from Dakota Junction to Crawford, Nebraska, currently leased to the Nebraska Northwestern Railroad Inc. (NNW). Customers on the RCP&E ship approximately 52,000 carloads annually of grain, bentonite clay, ethanol, fertilizer and other products. RCP&E has the ability to interchange with CP, Union Pacific Railroad, BNSF Railway Company and NNW. RCP&E has approximately 180 employees, most of whom were hired from the DM&E operations.
The Company accounted for the acquisition as a business combination using the acquisition method of accounting under U.S. GAAP. The following preliminary acquisition-date fair values assigned to the acquired net assets will be finalized upon the completion of the Company's fair value analysis (dollars in thousands):
Materials and supplies
 
$
2,572

Prepaid expenses and other
 
116

Property and equipment
 
215,116

Total assets
 
217,804

Accounts payable and accrued expenses
 
108

Net assets
 
$
217,696

RailAmerica, Inc.: As further described in the Company's 2013 Annual Report on Form 10-K, on October 1, 2012, the Company acquired 100% of RailAmerica, Inc.'s (RailAmerica) outstanding shares for cash at a price of $27.50 per share, or total consideration of $2.0 billion (equity purchase price of $1.4 billion plus net debt of $659.2 million). Headquartered in Jacksonville, Florida with approximately 2,000 employees, RailAmerica owned and operated 45 short line freight railroads in North America with approximately 7,100 miles of track in 28 U.S. states and three Canadian provinces as of the October 1, 2012 acquisition date. The Company incurred $1.2 million and $14.0 million of RailAmerica integration and acquisition costs during the three and six months ended June 30, 2013, respectively.

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Table of Contents             
GENESEE & WYOMING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Canada
Tata Steel Minerals Canada Ltd.: In August 2012, the Company announced that its newly formed subsidiary, KeRail Inc. (KeRail), entered into a long-term agreement with Tata Steel Minerals Canada Ltd. (TSMC), for KeRail to provide rail transportation services to the direct shipping iron ore mine TSMC is developing near Schefferville, Quebec in the Labrador Trough (the Mine). In June 2014, KeRail completed construction of an approximately 25-kilometer rail line that connects the Mine to the Tshiuetin Rail Transportation interchange point in Schefferville. Operated as part of the Company's Canada Region, KeRail is expected to haul unit trains of iron ore from its rail connection with the Mine, which will then travel over three privately owned railways to the Port of Sept-Îles for export primarily to Tata Steel Limited's European operations. Upon receipt of the necessary permits from the Canadian and provincial governments, the Company expects to commence shipments in the third quarter of 2014.
Results from Operations
When comparing the Company's results from operations from one reporting period to another, it is important to consider that the Company has historically experienced fluctuations in revenues and expenses due to acquisitions, changing economic conditions, competitive forces, changes in foreign currency exchange rates, one-time freight moves, fuel price fluctuations, customer plant expansions and shut-downs, sales of property and equipment, derailments and weather-related conditions, such as hurricanes, cyclones, tornadoes, droughts, heavy snowfall, unseasonably hot or cold weather, freezing and flooding. In periods when these events occur, the Company's results of operations are not easily comparable from one period to another. Finally, certain of the Company's railroads have shipments that are sensitive to general economic conditions, such as steel products, paper products and lumber and forest products, as well as product specific market conditions, such as the availability of lower priced alternative sources of power generation (coal) or energy commodity price differentials (crude oil). Other shipments are relatively less affected by economic conditions and are more closely affected by other factors, such as winter weather (salt) and seasonal rainfall (agricultural products). As a result of these and other factors, the Company's results of operations in any reporting period may not be directly comparable to its results of operations in other reporting periods.
3. EARNINGS PER COMMON SHARE:
The following table sets forth the computation of basic and diluted earnings per common share for the three and six months ended June 30, 2014 and 2013 (in thousands, except per share amounts):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
Numerators:
 
 
 
 
 
 
 
Net income attributable to Genesee & Wyoming Inc. common stockholders
$
60,728

 
$
64,770

 
$
100,732

 
$
147,332

Less: Series A-1 Preferred Stock dividend

 

 

 
2,139

Net income available to common stockholders
$
60,728

 
$
64,770

 
$
100,732

 
$
145,193

Denominators:
 
 
 
 
 
 
 
Weighted average Class A common shares outstanding - Basic
55,054

 
54,434

 
54,949

 
52,891

Weighted average Class B common shares outstanding
1,519

 
1,700

 
1,564

 
1,713

Dilutive effect of employee stock-based awards
375

 
542

 
397

 
574

Dilutive effect of Series A-1 Preferred Stock

 

 

 
1,455

Weighted average shares - Diluted
56,948

 
56,676

 
56,910

 
56,633

Earnings per common share attributable to Genesee & Wyoming Inc. common stockholders:
 
 
 
 
 
 
 
Basic earnings per common share
$
1.10

 
$
1.19

 
$
1.83

 
$
2.75

Diluted earnings per common share
$
1.07

 
$
1.14

 
$
1.77

 
$
2.60


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Table of Contents             
GENESEE & WYOMING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The Company's basic and diluted earnings per common share calculations reflect the weighted average shares issuable upon settlement of the prepaid stock purchase contract component of the Company's Tangible Equity Units (TEUs). For purposes of determining the number of shares included in the calculation, the Company used the market price of its Class A common stock at the period end date.
The following total number of Class A common stock issuable under the assumed exercise of stock options computed based on the treasury stock method were excluded from the calculation of diluted earnings per common share, as the effect of including these shares would have been antidilutive (in thousands):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
Antidilutive shares
256

 
98

 
215

 
87

Series A-1 Preferred Stock Converted into Common Stock on February 13, 2013
On February 13, 2013, the Company converted all of its outstanding Series A-1 Preferred Stock into 5,984,232 shares of the Company's Class A common stock. The conversion resulted in an increase in the Company's weighted average basic shares outstanding of 5,984,232 and 4,529,502 for the six months ended June 30, 2014 and 2013, respectively.
For basic earnings per common share for the six months ended June 30, 2013, the Company deducted the cumulative dividends on the Series A-1 Preferred Stock in calculating net income available to common stockholders (i.e., the numerator in the calculation of basic earnings per common share) divided by the weighted average number of common shares outstanding during each period. For diluted earnings per common share, the Company used the if-converted method when calculating diluted earnings per common share prescribed under U.S. GAAP.
4. ACCOUNTS RECEIVABLE:
Accounts receivable consisted of the following as of June 30, 2014 and December 31, 2013 (dollars in thousands):
 
June 30,
2014
 
December 31,
2013
Accounts receivable - trade
$
294,717

 
$
264,562

Accounts receivable - grants from outside parties
25,928

 
33,003

Accounts receivable - insurance and other third-party claims
36,473

 
31,643

Total accounts receivable
357,118

 
329,208

Less: Allowance for doubtful accounts
(4,835
)
 
(3,755
)
Accounts receivable, net
$
352,283

 
$
325,453

Grants from Outside Parties
The Company periodically receives grants for the upgrade and construction of rail lines and the upgrade of locomotives from federal, provincial, state and local agencies and other outside parties in the United States, Canada and Australia. These grants typically reimburse the Company for 50% to 100% of the actual cost of specific projects. In total, the Company received grant proceeds of $27.6 million and $6.0 million in the six months ended June 30, 2014 and 2013, respectively, from such grant programs. The proceeds were presented as cash inflows from investing activities within each of the applicable periods.
None of the Company's grants represent a future liability of the Company unless the Company abandons the rehabilitated or new track structure within a specified period of time, fails to maintain the upgraded or new track to certain standards and to make certain minimum capital improvements or ceases use of the locomotives within the specified geographic area and time period, as defined in the respective agreements. As the Company intends to comply with these agreements, the Company has recorded additions to track property and locomotives and has deferred the amount of the grants. The amortization of deferred grants is a non-cash offset to depreciation expense over the useful lives of the related assets. The Company recorded offsets to depreciation expense from grant amortization of $2.8 million and $2.2 million during the three months ended June 30, 2014 and 2013, respectively, and $5.4 million and $4.4 million during the six months ended June 30, 2014 and 2013, respectively.

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Table of Contents             
GENESEE & WYOMING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Insurance and Third-Party Claims
Accounts receivable from insurance and other third-party claims at June 30, 2014 included $21.4 million from the Company's North American & European Operations and $15.1 million from the Company's Australian Operations. The balance from the Company's North American & European Operations resulted predominately from the Company's anticipated insurance recoveries associated with a derailment in Alabama (the Aliceville Derailment in November 2013). The balance from the Company's Australian Operations resulted predominately from the Company's anticipated insurance recoveries associated with two derailments in Australia's Northern Territory (the Muckaty Derailment in June 2012 and the Edith River Derailment in December 2011). The Company received proceeds from insurance totaling $1.2 million and $10.4 million for the six months ended June 30, 2014 and 2013, respectively.
5. LONG-TERM DEBT:
Credit Facilities
On May 27, 2014, the Company entered into Amendment No. 2 to the Senior Secured Syndicated Credit Facility Agreement (Amendment No. 2), dated October 1, 2012, as amended by Amendment No. 1, dated March 28, 2013, pursuant to which the Company's Senior Secured Syndicated Credit Facility Agreement was amended and restated (Amended and Restated Credit Agreement). The credit facilities under the Amended and Restated Credit Agreement are comprised of a $1,520.0 million United States term loan, an A$216.8 million (or $200.3 million at the exchange rate on May 27, 2014) Australian term loan and a $625.0 million revolving credit facility. Amendment No. 2 also extended the maturity date of each of the Company's credit facilities to May 31, 2019. The revolving credit facility includes borrowing capacity for letters of credit and swingline loans.
The Amended and Restated Credit Agreement provides that borrowings under the revolving credit facility may be denominated in United States dollars, Australian dollars, Canadian dollars and Euros. At the Company's election, at the time of entering into specific borrowings, interest on borrowings is calculated under a "Base Rate" or "LIBOR/BBSW Rate." LIBOR is the London Interbank Offered Rate. BBSW is the Bank Bill Swap Reference Rate within Australia, which the Company believes is generally considered the Australian equivalent to LIBOR. The applicable borrowing spread for the Base Rate loans will initially be 0.75% over the base rate, and, following the Company's first quarterly compliance certificate will range from 0.0% to 1.0% depending upon the Company's total leverage ratio. The applicable borrowing spread for LIBOR/BBSW Rate loans, will initially be 1.75% over the LIBOR or BBSW, and, following the Company's first quarterly compliance certificate will range from 1.0% to 2.0% depending upon the Company's total leverage ratio.
In addition to paying interest on any outstanding borrowings under the Amended and Restated Credit Agreement, the Company is required to pay a commitment fee related to the unutilized portion of the commitments under the revolving credit facility. The commitment fee rate will initially be 0.3%, and, following the Company's first quarterly compliance certificate will range from 0.2% to 0.3% depending upon the Company's total leverage ratio.
In connection with the Amended and Restated Credit Agreement, the Company wrote-off $4.7 million of unamortized deferred financing fees and capitalized an additional $3.6 million of new fees. Deferred financing costs are amortized as additional interest expense over the terms of the related debt using the effective-interest method for the term loan debt and the straight-line method for the revolving credit facility.
During the three months ended June 30, 2014, the Company made prepayments on its United States term loan of $30.0 million and prepayments on the Australian term loan of A$12.0 million (or $11.3 million at the exchange rate on June 30, 2014). As of June 30, 2014, the Company had outstanding term loans of $1,490.0 million with an interest rate of 1.90% and A$204.8 million (or $193.0 million at the exchange rate on June 30, 2014) with an interest rate of 4.46%.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The United States dollar-denominated and Australian dollar-denominated term loans will amortize in quarterly installments commencing with the quarter ending September 30, 2015, with the remaining principal balance payable upon maturity, as set forth below (dollars in thousands):
 
 
Quarterly Payment Date
 
Principal Amount of Each Quarterly Installment
United States:
 
September 30, 2015 through June 30, 2017
 
$
19,000

 
 
September 30, 2017 through March 31, 2019
 
$
38,000

 
 
Maturity date - May 31, 2019
 
$
1,072,000

 
 
 
 
 
Australia:
 
September 30, 2015 through June 30, 2017
 
A$
2,710

 
 
September 30, 2017 through March 31, 2019
 
A$
5,420

 
 
Maturity date - May 31, 2019
 
A$
145,180

The revolving credit facility under the Amended and Restated Credit Agreement includes sub-limits for revolving loans denominated in various currencies, including as of June 30, 2014 (a) up to $275.0 million under the United States dollar-denominated portion of the revolving credit facility, (b) up to $200.0 million under the Australian dollar-denominated portion of the revolving credit facility, (c) up to $100.0 million under the Canadian dollar-denominated portion of the revolving credit facility and (d) up to $50.0 million under the Euro-denominated portion of the revolving credit facility, with the ability to reallocate commitments among the sub-limits, provided that the total amount of all Australian dollar, Canadian dollar and Euro sub-limits cannot exceed US$400.0 million. In addition, the existing swingline credit facility portion of the revolving credit facility available under the United States dollar-denominated revolving credit facility increased from $30.0 million to $50.0 million.
The Amended and Restated Credit Agreement contains a number of customary affirmative and negative covenants, which are substantially consistent with the terms of the credit agreement prior to giving effect to Amendment No. 2 under the Amended and Restated Credit Agreement with respect to which the Company must maintain compliance. Those covenants, among other things, limit or prohibit the Company's ability, subject to certain exceptions, to incur additional indebtedness; create liens; make investments; pay dividends on capital stock or redeem, repurchase or retire capital stock; consolidate or merge or make acquisitions or dispose of assets; enter into sale and leaseback transactions; engage in any business unrelated to the business currently conducted by the Company; sell or issue capital stock of any of the Company's restricted subsidiaries; change the Company's fiscal year; enter into certain agreements containing negative pledges and upstream limitations and engage in certain transactions with affiliates. Under the Amended and Restated Credit Agreement, the Company may not have an interest coverage ratio less than 3.50 to 1.00 as of the last day of any fiscal quarter. Amendment No. 2 modified the leverage ratios. Under the Amended and Restated Credit Agreement, the Company may not exceed specified maximum total leverage ratios as described in the following table:
Period
 
Maximum Total Leverage Ratio
May 27, 2014 through June 30, 2015
 
4.25 to 1.00
July 1, 2015 through June 30, 2016
 
3.75 to 1.00
July 1, 2016 through May 31, 2019
 
3.50 to 1.00
As of June 30, 2014, the Company was in compliance with the covenants under the Amended and Restated Credit Agreement, including the maximum total leverage covenant noted above. As of June 30, 2014, the Company's usage under its $625.0 million revolving credit facility consisted of $44.4 million in borrowings, $3.0 million in letter of credit guarantees and $577.5 million of unused borrowing capacity. As of June 30, 2014, the Company had outstanding revolving loans of $11.0 million in United States dollar-denominated borrowings with an interest rate of 1.90%, A$15.0 million in Australian dollar-denominated borrowings (or $14.1 million at the exchange rate on June 30, 2014) with an interest rate of 6.47%, C$14.0 million in Canadian dollar-denominated borrowings (or $13.1 million at the exchange rate on June 30, 2014) with an interest rate of 2.99% and €4.5 million in Euro-denominated borrowings (or $6.2 million at the exchange rate on June 30, 2014) with an interest rate of 1.83%.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

6. DERIVATIVE FINANCIAL INSTRUMENTS:
The Company actively monitors its exposure to interest rate and foreign currency exchange rate risks and uses derivative financial instruments to manage the impact of these risks. The Company uses derivatives only for purposes of managing risk associated with underlying exposures. The Company does not trade or use derivative instruments with the objective of earning financial gains on the interest rate or exchange rate fluctuations alone, nor does the Company use derivative instruments where it does not have underlying exposures. Complex instruments involving leverage or multipliers are not used. The Company manages its hedging position and monitors the credit ratings of counterparties and does not anticipate losses due to counterparty nonperformance. Management believes its use of derivative instruments to manage risk is in the Company's best interest. However, the Company's use of derivative financial instruments may result in short-term gains or losses and increased earnings volatility. The Company's instruments are recorded in the consolidated balance sheets at fair value in prepaid expenses and other, other assets, net, accrued expenses or other long-term liabilities.
The Company may designate derivatives as a hedge of a forecasted transaction or a hedge of the variability of the cash flows to be received or paid in the future related to a recognized asset or liability (cash flow hedge). The portion of the changes in the fair value of the derivative used as a cash flow hedge that is offset by changes in the expected cash flows related to a recognized asset or liability (the effective portion) is recorded in other comprehensive income/(loss). As the hedged item is realized, the gain or loss included in accumulated other comprehensive income is reported in the consolidated statements of operations on the same line item as the hedged item. The portion of the changes in the fair value of derivatives used as cash flow hedges that is not offset by changes in the expected cash flows related to a recognized asset or liability (the ineffective portion) is immediately recognized in earnings on the same line item as the hedged item.
The Company matches the hedge instrument to the underlying hedged item (assets, liabilities, firm commitments or forecasted transactions). At inception of the hedge and at least quarterly thereafter, the Company assesses whether the derivatives used to hedge transactions are highly effective in offsetting changes in either the fair value or cash flows of the hedged item. When it is determined that a derivative ceases to be a highly effective hedge, the Company discontinues hedge accounting, and any gains or losses on the derivative instrument thereafter are recognized in earnings during the period it no longer qualifies for hedge accounting.
From time to time, the Company may enter into certain derivative instruments that may not be designated as hedges for accounting purposes. For example, to mitigate currency exposures related to intercompany debt, cross-currency swap contracts may be entered into for periods consistent with the underlying debt. The Company believes such instruments are closely correlated with the underlying exposure, thus reducing the associated risk. The gains or losses from the changes in the fair value of derivative instruments not accounted for using hedge accounting are recognized in current period earnings within other income/(loss), net.
Interest Rate Risk Management
The Company uses interest rate swap agreements to manage its exposure to the changes in interest rates on the Company's variable rate debt. These swap agreements are recorded in the consolidated balance sheets at fair value. Changes in the fair value of the swap agreements are recorded in net income or other comprehensive income/(loss), based on whether the agreements are designated as part of a hedge transaction and whether the agreements are effective in offsetting the change in the value of the future interest payments attributable to the underlying portion of the Company's variable rate debt. Interest payments accrued each reporting period for these interest rate swaps are recognized in interest expense. The Company formally documents its hedge relationships, including identifying the hedge instruments and hedged items, as well as its risk management objectives and strategies for entering into the hedge transaction.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following table summarizes the terms of the Company's outstanding interest rate swap agreements entered into to manage the Company's exposure to changes in interest rates on its variable rate debt (dollars in thousands):
 
 
 
 
Notional Amount
 
 
 
 
Effective Date
 
Expiration Date
 
Date
 
Amount
 
Pay Fixed Rate
 
Receive Variable Rate
9/30/2013
 
9/30/2014
 
9/30/2013
 
$
1,350,000

 
0.35%
 
1-month LIBOR
 
 
 
 
12/31/2013
 
$
1,300,000

 
0.35%
 
1-month LIBOR
 
 
 
 
3/31/2014
 
$
1,250,000

 
0.35%
 
1-month LIBOR
 
 
 
 
6/30/2014
 
$
1,200,000

 
0.35%
 
1-month LIBOR
9/30/2014
 
9/30/2015
 
9/30/2014
 
$
1,150,000

 
0.54%
 
1-month LIBOR
 
 
 
 
12/31/2014
 
$
1,100,000

 
0.54%
 
1-month LIBOR
 
 
 
 
3/31/2015
 
$
1,050,000

 
0.54%
 
1-month LIBOR
 
 
 
 
6/30/2015
 
$
1,000,000

 
0.54%
 
1-month LIBOR
9/30/2015
 
9/30/2016
 
9/30/2015
 
$
350,000

 
0.93%
 
1-month LIBOR
9/30/2016
 
9/30/2026
 
9/30/2026
 
$
100,000

 
2.79%
 
3-month LIBOR
9/30/2016
 
9/30/2026
 
9/30/2026
 
$
100,000

 
2.79%
 
3-month LIBOR
9/30/2016
 
9/30/2026
 
9/30/2026
 
$
100,000

 
2.80%
 
3-month LIBOR
On November 9, 2012, the Company entered into multiple 10-year forward starting interest rate swap agreements to manage the exposure to changes in interest rates on the Company's variable rate debt. It remains probable that the Company will either issue $300.0 million of fixed-rate debt or have $300.0 million of variable-rate debt under the Company's commercial banking lines. The forward starting interest rate swap agreements are expected to settle in cash on September 30, 2016. The Company expects any gains or losses on settlement will be amortized over the life of the respective swaps.
The following table summarizes the Company's interest rate swap agreements that expired during 2013 (dollars in thousands):
 
 
 
 
Notional Amount
 
 
 
 
Effective Date
 
Expiration Date
 
Date
 
Amount
 
Paid Fixed Rate
 
Receive Variable Rate
10/6/2008
 
9/30/2013
 
10/6/2008
 
$
120,000

 
3.88%
 
1-month LIBOR
10/4/2012
 
9/30/2013
 
10/4/2012
 
$
1,450,000

 
0.25%
 
1-month LIBOR
 
 
 
 
1/1/2013
 
$
1,350,000

 
0.25%
 
1-month LIBOR
 
 
 
 
4/1/2013
 
$
1,300,000

 
0.25%
 
1-month LIBOR
 
 
 
 
7/1/2013
 
$
1,250,000

 
0.25%
 
1-month LIBOR
The fair values of the Company's interest rate swap agreements were estimated based on Level 2 inputs. The Company's effectiveness testing during the three and six months ended June 30, 2014 resulted in no amount of gain or loss reclassified from accumulated other comprehensive income into earnings due to ineffectiveness. During the three and six months ended June 30, 2014, $0.6 million and $1.0 million, respectively, of existing net losses were realized and recorded as interest expense in the consolidated statements of operations. During the three and six months ended June 30, 2013, $1.2 million and $1.9 million, respectively, of existing net losses were realized and recorded as interest expense in the consolidated statements of operations. Based on the Company's fair value assumptions as of June 30, 2014, it expects to realize $2.8 million of existing net losses that are reported in accumulated other comprehensive income into earnings within the next 12 months. See Note 10, Accumulated Other Comprehensive Income, for additional information regarding the Company's cash flow hedges.
Foreign Currency Exchange Rate Risk
As of June 30, 2014, the Company's foreign subsidiaries had $228.9 million of third-party debt denominated in the local currencies in which the Company's foreign subsidiaries operate, including the Australian dollar, Canadian dollar and the Euro. The debt service obligations associated with this foreign currency debt are generally funded directly from those foreign operations. As a result, foreign currency risk related to this portion of the Company's debt service payments is limited. However, in the event the foreign currency debt service is not paid by the Company's foreign subsidiaries and is paid by United States subsidiaries, the Company may face exchange rate risk if the Australian dollar, Canadian dollar or Euro were to appreciate relative to the United States dollar and require higher United States dollar equivalent cash.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The Company is also exposed to foreign currency exchange rate risk related to its foreign subsidiaries, including non-functional currency intercompany debt, typically associated with intercompany debt from the Company's United States subsidiaries to its foreign subsidiaries associated with acquisitions and any timing difference between announcement and closing of an acquisition of a foreign business. To mitigate currency exposures related to non-functional currency denominated intercompany debt, cross-currency swap contracts may be entered into for periods consistent with the underlying debt. In determining the fair value of the derivative contract, the significant inputs to valuation models are quoted market prices of similar instruments in active markets. To mitigate currency exposures of non-United States dollar-denominated acquisitions, the Company may enter into foreign exchange forward contracts. Although cross-currency swap and foreign exchange forward derivative contracts used to mitigate exposures on foreign currency intercompany debt do not qualify for hedge accounting, the Company believes that such instruments are closely correlated with the underlying exposure, thus reducing the associated risk. The gains or losses from changes in the fair value of derivative instruments that do not qualify for hedge accounting are recognized in current period earnings within other income/(loss), net.
To mitigate the foreign currency exchange rate risk related to a non-functional currency intercompany loan between the United States and Australian entities, the Company entered into two Australian dollar/United States dollar floating to floating cross-currency swap agreements (the Swaps), effective as of December 3, 2012 and originally set to expire on December 1, 2014. On May 23, 2014, the intercompany loan was repaid and the Company terminated the Swaps. In connection with the termination, the Company paid A$105 million and received $108.9 million, net of the Company's quarterly settlement payments of $0.6 million. The Swaps required the Company to pay Australian dollar BBSW plus 3.25% based on a notional amount of A$105.0 million and allowed the Company to receive United States LIBOR plus 2.82% based on a notional amount of $109.6 million on a quarterly basis. As a result of the quarterly net settlement payments, the Company realized a net expense of $0.6 million and $1.2 million within interest expense for the three and six months ended June 30, 2014, respectively and $0.7 million and $1.5 million for the three and six months ended June 30, 2013, respectively. In addition, the Company recognized a net expense of $0.3 million and $0.1 million within other income/(loss), net related to the settlement of the derivative agreement and the mark-to-market of the underlying intercompany debt instrument to the exchange rate for the three and six months ended June 30, 2014, respectively.
The following table summarizes the fair value of the Company's derivative instruments recorded in the consolidated balance sheets as of June 30, 2014 and December 31, 2013 (dollars in thousands):
 
 
 
Fair Value
 
Balance Sheet Location
 
June 30, 2014
 
December 31, 2013
Asset Derivatives:
 
 
 
 
 
Derivatives designated as hedges:
 
 
 
 
 
Interest rate swap agreements
Other assets, net
 
$
15,686

 
$
36,987

Derivatives not designated as hedges:
 
 
 
 
 
Cross-currency swap agreement
Prepaid expenses and other
 
$

 
$
16,056

 
 
 
 
 
 
Liability Derivatives:
 
 
 
 
 
Derivatives designated as hedges:
 
 
 
 
 
Interest rate swap agreements
Accrued expenses
 
$
2,781

 
$
1,601

Interest rate swap agreements
Other long-term liabilities
 
724

 
838

Total liability derivatives designated as hedges
 
 
$
3,505

 
$
2,439

The following table shows the effect of the Company's derivative instruments designated as cash flow hedges for the three and six months ended June 30, 2014 and 2013 in other comprehensive income/(loss) (OCI) (dollars in thousands): 
 
 
Total Cash Flow Hedge OCI Activity, Net of Tax
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2014
 
2013
 
2014
 
2013
Derivatives Designated as Cash Flow Hedges:
 
 
 
 
 
 
 
 
Effective portion of changes in fair value recognized in OCI:
 
 
 
 
 
 
 
 
Interest rate swap agreements
 
$
(6,460
)
 
$
12,274

 
$
(13,419
)
 
$
16,712


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following table shows the effect of the Company's derivative instruments not designated as hedges for the three and six months ended June 30, 2014 and 2013 in the consolidated statements of operations (dollars in thousands): 
 
 
 
 
Amount Recognized in Earnings
 
 
 
 
Three Months Ended
 
Six Months Ended
 
 
Location of Amount Recognized in Earnings
 
June 30,
 
June 30,
 
 
2014
 
2013
 
2014
 
2013
Derivative Instruments Not Designated as Hedges:
 
 
 
 
 
 
 
 
 
 
Cross-currency swap agreement
 
Interest (expense)/income
 
$
(630
)
 
$
(717
)
 
$
(1,184
)
 
$
(1,532
)
Cross-currency swap agreement
 
Other income/(loss), net
 
(262
)
 
26

 
(86
)
 
22

 
 
 
 
$
(892
)
 
$
(691
)
 
$
(1,270
)
 
$
(1,510
)
7. FAIR VALUE OF FINANCIAL INSTRUMENTS:
The following methods and assumptions were used to estimate the fair value of each class of financial instruments held by the Company:
Financial Instruments Carried at Fair Value: Derivative instruments are recorded on the balance sheet as either assets or liabilities measured at fair value. During the reporting period, the Company's derivative financial instruments consisted of interest rate swap agreements and cross-currency swap agreements. The Company estimated the fair value of its interest rate swap agreements based on Level 2 valuation inputs, including fixed interest rates, LIBOR implied forward interest rates and the remaining time to maturity. The Company estimated the fair value of its cross-currency swap agreements based on Level 2 valuation inputs, including LIBOR implied forward interest rates, Australian dollar BBSW implied forward interest rates and the remaining time to maturity.
Financial Instruments Carried at Historical Cost: The fair value of the Company's long-term debt was estimated using a discounted cash flow analysis based on Level 2 valuation inputs, including borrowing rates the Company believes are currently available to it for loans with similar terms and maturities.
The following table presents the Company's financial instruments that are carried at fair value using Level 2 inputs at June 30, 2014 and December 31, 2013 (dollars in thousands):
 
June 30,
2014
 
December 31,
2013
Financial instruments carried at fair value using Level 2 inputs:
 
 
 
Financial assets carried at fair value:
 
 
 
Interest rate swap agreements
$
15,686

 
$
36,987

Cross-currency swap agreement

 
16,056

Total financial assets carried at fair value
$
15,686

 
$
53,043

Financial liabilities carried at fair value:
 
 
 
Interest rate swap agreements
$
3,505

 
$
2,439

Total financial liabilities carried at fair value
$
3,505

 
$
2,439


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following table presents the carrying value and fair value using Level 2 inputs of the Company's financial instruments carried at historical cost at June 30, 2014 and December 31, 2013 (dollars in thousands): 
 
 
June 30, 2014
 
December 31, 2013
 
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Financial liabilities carried at historical cost:
 
 
 
 
 
 
 
 
United States term loan
 
$
1,490,000

 
$
1,477,987

 
$
1,433,414

 
$
1,429,204

Australian term loan
 
193,004

 
191,128

 
134,436

 
135,491

Revolving credit facility
 
44,422

 
44,658

 
15,949

 
15,956

Amortizing notes component of tangible equity units
 
16,591

 
16,562

 
21,878

 
21,698

Other debt
 
19,021

 
18,872

 
19,035

 
18,996

Total
 
$
1,763,038

 
$
1,749,207

 
$
1,624,712

 
$
1,621,345

8. INCOME TAXES:
The United States Short Line Tax Credit is an income tax track maintenance credit for Class II and Class III railroads to reduce their federal income tax based on qualified railroad track maintenance expenditures. Qualified expenditures include amounts incurred for maintaining track, including roadbed, bridges and related track structures owned or leased by a Class II or Class III railroad. The credit is equal to 50% of the qualified expenditures, subject to an annual limitation of $3,500 multiplied by the number of miles of railroad track owned or leased by the Class II or Class III railroads as of the end of their tax year. The United States Short Line Tax Credit was in existence from 2005 through 2011. On January 2, 2013, the United States Short Line Tax Credit was extended for 2012 and 2013. The extension of the United States Short Line Tax Credit produced book income tax benefits of $7.5 million and $52.4 million for the three and six months ended June 30, 2013, respectively. The total tax credit impact in the six months ended June 30, 2013 included $41.0 million for the retroactive fiscal year 2012 tax benefit and $11.5 million associated with the six months ended June 30, 2013. Since the extension became law in 2013, the 2012 impact was recorded in the first quarter of 2013.
The Company's effective income tax rate in the three months ended June 30, 2014 was 34.8%, compared with 27.9% in the three months ended June 30, 2013. The Company's provision for income tax for the six months ended June 30, 2014 was $55.5 million, which represented 35.6% of income before income taxes and included a benefit of $1.0 million as a result of adjusting the Company's deferred income taxes to reflect the impact of the RCP&E acquisition. Excluding the $41.0 million retroactive income tax benefit from the United States Short Line Tax Credit, the Company's provision for income tax for the six months ended June 30, 2013 was $41.2 million, which represented 27.9% of income before income taxes other than the retroactive benefit from the United States Short Line Tax Credit. The increase in the effective income tax rates for the three and six months ended June 30, 2014 was primarily attributable to the expiration of the Short Line Tax Credit on December 31, 2013.
9. COMMITMENTS AND CONTINGENCIES:
From time to time, the Company is a defendant in certain lawsuits resulting from the Company's operations in the ordinary course. Management believes there are adequate provisions in the financial statements for any probable liabilities that may result from disposition of the pending lawsuits. Based upon currently available information, the Company does not believe it is reasonably possible that any such lawsuit or related lawsuits would be material to the Company's results of operations or have a material adverse effect on the Company's financial position or liquidity.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

10. ACCUMULATED OTHER COMPREHENSIVE INCOME:
The following tables set forth accumulated other comprehensive income included in the consolidated balance sheets (dollars in thousands): 
 
Foreign Currency Translation Adjustment
 
Defined Benefit Plans
 
Net Unrealized Gain/(Loss) on Cash Flow Hedges
 
Accumulated Other Comprehensive Income/(Loss)
Balance, December 31, 2013
$
(14,687
)
 
$
214

 
$
20,562

 
$
6,089

Other comprehensive income/(loss) before reclassifications
18,177

 
135

 
(12,810
)
 
5,502

Amounts reclassified from accumulated other comprehensive income, net of tax benefit of $406

 

 
(609
)
(a)
(609
)
Current period change
18,177

 
135

 
(13,419
)
 
4,893

Balance, June 30, 2014
$
3,490

 
$
349

 
$
7,143

 
$
10,982

 
Foreign Currency Translation Adjustment
 
Defined Benefit Plans
 
Net Unrealized Gain/(Loss) on Cash Flow Hedges
 
Accumulated Other Comprehensive Income/(Loss)
Balance, December 31, 2012
$
47,845

 
$
(148
)
 
$
(426
)
 
$
47,271

Other comprehensive income/(loss) before reclassifications
(53,171
)
 
196

 
17,851

 
(35,124
)
Amounts reclassified from accumulated other comprehensive income, net of tax benefit of $759

 

 
(1,139
)
(a)
(1,139
)
Current period change
(53,171
)
 
196

 
16,712

 
(36,263
)
Balance, June 30, 2013
$
(5,326
)
 
$
48

 
$
16,286

 
$
11,008

(a) Existing net losses realized and recorded in interest expense on the consolidated statements of operations (see Note 6, Derivative Financial Instruments).
11. SIGNIFICANT NON-CASH INVESTING AND FINANCING ACTIVITIES:
As of June 30, 2014 and 2013, the Company had outstanding receivables from outside parties for the funding of capital expenditures of $25.9 million and $34.1 million, respectively. At June 30, 2014 and 2013, the Company also had $27.8 million and $26.7 million, respectively, of purchases of property and equipment that were not paid and, accordingly, were accrued in accounts payable in the normal course of business.
12. SEGMENT INFORMATION:
The Company's various railroad lines are divided into 11 operating regions. All of the regions have similar characteristics; however, the Company presents its financial information as two reportable segments, North American & European Operations and Australian Operations.
The results of operations of the foreign entities are maintained in the respective local currency (the Australian dollar, the Canadian dollar and the Euro) and then translated into United States dollars at the applicable exchange rates for inclusion in the consolidated financial statements. As a result, any appreciation or depreciation of these currencies against the United States dollar will impact the Company's results of operations.

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GENESEE & WYOMING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following tables set forth the Company's North American & European Operations and Australian Operations for the three and six months ended June 30, 2014 and 2013 (dollars in thousands):
 
Three Months Ended June 30, 2014
 
Three Months Ended June 30, 2013
 
North American & European Operations
 
Australian Operations
 
Total Operations
 
North American & European Operations
 
Australian Operations
 
Total Operations
Operating revenues
$
331,444

 
$
83,119

 
$
414,563

 
$
317,216

 
$
83,432

 
$
400,648

Income from operations
$
84,528

 
$
25,581

 
$
110,109

 
$
82,122

 
$
25,295

 
$
107,417

Depreciation and amortization
$
31,040

 
$
7,172

 
$
38,212

 
$
27,388

 
$
6,773

 
$
34,161

Interest expense
$
14,280

 
$
3,534

 
$
17,814

 
$
13,282

 
$
3,921

 
$
17,203

Interest income
$
192

 
$
49

 
$
241

 
$
915

 
$
35

 
$
950

Provision for income taxes
$
(26,007
)
 
$
(6,560
)
 
$
(32,567
)
 
$
(19,379
)
 
$
(5,839
)
 
$
(25,218
)
Expenditures for additions to property & equipment, net of grants from outside parties
$
85,412

 
$
3,047

 
$
88,459

 
$
59,215

 
$
13,558

 
$
72,773

 
Six Months Ended June 30, 2014
 
Six Months Ended June 30, 2013
 
North American & European Operations
 
Australian Operations
 
Total Operations
 
North American & European Operations
 
Australian Operations
 
Total Operations
Operating revenues
$
631,431

 
$
159,411

 
$
790,842

 
$
616,311

 
$
159,287

 
$
775,598

Income from operations
$
140,218

 
$
44,766

 
$
184,984

 
$
136,916

 
$
46,701

 
$
183,617

Depreciation and amortization
$
61,619

 
$
14,234

 
$
75,853

 
$
54,799

 
$
13,585

 
$
68,384

Interest expense
$
23,725

 
$
7,730

 
$
31,455

 
$
29,093

 
$
8,230

 
$
37,323

Interest income
$
1,094

 
$
181

 
$
1,275

 
$
1,804

 
$
189

 
$
1,993

(Provision for)/benefit from income taxes
$
(44,464
)
 
$
(11,003
)
 
$
(55,467
)
 
$
10,670

 
$
(10,956
)
 
$
(286
)
Expenditures for additions to property & equipment, net of grants from outside parties
$
139,397

 
$
7,880

 
$
147,277

 
$
73,926

 
$
32,400

 
$
106,326

The following table sets forth the property and equipment recorded in the consolidated balance sheets for the Company's North American & European Operations and Australian Operations as of June 30, 2014 and December 31, 2013 (dollars in thousands): 
 
June 30, 2014
 
December 31, 2013
 
North American & European Operations
 
Australian Operations
 
Total Operations
 
North American & European Operations
 
Australian Operations
 
Total Operations
Property & equipment, net
$
3,200,523

 
$
577,964

 
$
3,778,487

 
$
2,883,452

 
$
557,292

 
$
3,440,744

13. RECENTLY ISSUED ACCOUNTING STANDARDS:
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date, which specifies how an entity should measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the guidance is fixed at the reporting date and requires entities to disclose the nature and amount of the obligation as well as other information about those obligations. This guidance is effective for and was adopted by the Company in the first quarter of 2014 and did not have a material impact on the Company's consolidated financial statements.

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Table of Contents             
GENESEE & WYOMING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

In March 2013, the FASB issued ASU 2013-05, Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment Upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity, which provides clarification of when to release the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets within a foreign entity. This guidance is effective for and was adopted by the Company in the first quarter of 2014 and did not have a material impact on the Company's consolidated financial statements. However, it could impact the accounting for potential future sales of investments or changes in control of foreign entities.
In April 2013, the FASB issued ASU 2013-07, Presentation of Financial Statements (Topic 205): The Liquidation Basis of Accounting, which clarifies when an entity should apply the liquidation basis of accounting and provides principles for the recognition and measurement of assets and liabilities using the liquidation basis of accounting. This guidance is effective for and was adopted by the Company in the first quarter of 2014 and did not have an impact on the Company's consolidated financial statements.
Accounting Standards Not Yet Effective
In January 2014, the FASB issued ASU 2014-05, Service Concession Arrangements (Topic 853), which specifies that an operating entity should not account for a service concession arrangement that is within the scope of this guidance as a lease in accordance with Topic 840. This guidance will be effective for annual reporting periods beginning on or after December 15, 2014, and the interim periods within those annual periods. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.
In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the requirements for reporting discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on the entity's operations and financial results. This guidance should be applied prospectively and will be effective for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years, and for all businesses that, on acquisition, are classified as held for sale that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and includes the specific steps for recognizing revenue and disclosure requirements. This guidance should be applied retrospectively and will be effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual periods. The Company is currently assessing the impact of adopting this guidance on its consolidated financial statements.
In June 2014, the FASB issued ASU 2014-12, Compensation — Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. This guidance should be applied either prospectively to all awards granted or modified after the effective date or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The amendments in this guidance are effective for annual reporting periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company does not expect the adoption of this guidance to have an impact on its consolidated financial statements.

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Table of Contents

ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with our consolidated financial statements, related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our 2013 Annual Report on Form 10-K.
Recent Developments
On May 30, 2014, our new subsidiary, Rapid City, Pierre & Eastern Railroad, Inc. (RCP&E), purchased the assets comprising the western end of Canadian Pacific Railway Limited's (CP) Dakota, Minnesota & Eastern Railroad Corporation (DM&E) rail line for a cash purchase price of $217.7 million, including the purchase of materials and supplies, railcars, equipment and vehicles. The RCP&E commenced operations on June 1, 2014. For additional information regarding this purchase, see "Changes in Operations—United States—Rapid City, Pierre & Eastern Railroad" below. The acquisition was financed with borrowings under our Amended and Restated Senior Secured Syndicated Credit Facility Agreement (Amended and Restated Credit Agreement). For additional information regarding the amendment, see "Liquidity and Capital Resources—Credit Facilities" below.
In Australia, we were recently informed that a small iron ore mine that ships over our rail line has exhausted its resources and that a larger iron ore mine customer plans to close temporarily due permitting delays associated with a planned expansion. Based on discussions with the customer, the latter mine is expected to reopen in mid to late 2015, although we believe the re-opening will be dependent on the global price of iron ore. Combined annual revenues from these mines are approximately $20 million. Based on the timing of these developments, we expect a revenue loss of approximately $5 million over the second half of 2014 and a revenue loss of approximately $15 million in 2015. The revenue impact in 2015 could be moderated if the larger mine customer resumes operations. Following these closures, G&W’s annual iron ore-related revenues are expected to be approximately $120 million,  generally split equally between freight and non-freight revenue.
Overview
We own and operate short line and regional freight railroads and provide railcar switching and other rail-related services in the United States, Australia, Canada, the Netherlands and Belgium. In addition, we operate the Tarcoola to Darwin rail line, which links the Port of Darwin to the Australian interstate rail network in South Australia. Our operations currently include 112 railroads organized into 11 regions, with approximately 15,500 miles of owned and leased track and approximately 3,300 additional miles under track access arrangements. In addition, we provide rail service at 37 ports in North America, Australia and Europe and perform contract coal loading and railcar switching for industrial customers.
Net income in the three months ended June 30, 2014 was $60.9 million, compared with net income of $65.1 million in the three months ended June 30, 2013. Our diluted earnings per common share (EPS) in the three months ended June 30, 2014 were $1.07 with 56.9 million weighted average shares outstanding, compared with diluted EPS of $1.14 with 56.7 million weighted average shares outstanding in the three months ended June 30, 2013. The net depreciation of foreign currencies relative to the United States dollar reduced diluted EPS in the three months ended June 30, 2014 by approximately $0.03, compared with the three months ended June 30, 2013.
Our effective income tax rate in the three months ended June 30, 2014 was 34.8%, compared with 27.9% in the three months ended June 30, 2013. The higher effective income tax rate for the three months ended June 30, 2014 was primarily attributable to the expiration of the United States Short Line Tax Credit on December 31, 2013.

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Table of Contents

Our results for the three months ended June 30, 2014 and 2013 included certain significant items that are set forth below (dollars in millions, except per share amounts):
 
 
Income/(Loss) Before Taxes Impact
 
After-Tax Net Income/(Loss) Impact
 
Diluted Earnings/(Loss) Per Common Share Impact
Three Months Ended June 30, 2014
 
 
 
 
 
 
Credit Facility refinancing-related costs
 
$
(4.7
)
 
$
(2.9
)
 
$
(0.05
)
Business development and related costs
 
$
(1.7
)
 
$
(1.0
)
 
$
(0.02
)
Net gain on sale of assets
 
$
1.4

 
$
1.0

 
$
0.02

 
 
 
 
 
 
 
Three Months Ended June 30, 2013
 
 
 
 
 
 
Business development and related costs
 
$
(1.2
)
 
$
(0.7
)
 
$
(0.01
)
Net gain on sale of assets
 
$
1.0

 
$
0.7

 
$
0.01

Short line tax credit
 
$

 
$
7.5

 
$
0.13

Our results for the three months ended June 30, 2014 included a non-cash write-off of deferred financing fees of $4.7 million associated with the refinancing of our Credit Agreement, business development and related costs of $1.7 million, including RCP&E acquisition and integration related costs and reorganization costs associated with our railroad construction subsidiary, Atlas Railroad Construction, LLC (Atlas), and net gain on sale of assets of $1.4 million.
Our results for the three months ended June 30, 2013 included $1.2 million of business development and related costs, including RailAmerica integration and acquisition costs, and net gain on sale of assets of $1.0 million. The three months ended June 30, 2013 also included a benefit of $7.5 million associated with the Short Line Tax Credit.
Our operating revenues increased $13.9 million, or 3.5%, to $414.6 million in the three months ended June 30, 2014, compared with $400.6 million in the three months ended June 30, 2013. The increase included $5.5 million in revenues from the RCP&E. The increase in our operating revenues was partially offset by a $6.5 million decrease from the net depreciation of foreign currencies relative to the United States dollar. Excluding the net impact from foreign currency depreciation, same railroad operating revenues, which exclude the RCP&E, increased $15.0 million, or 3.8%. When we discuss either revenues from existing operations or same railroad revenues, we are referring to the change in our revenues, period-over-period, associated with operations that we managed in both periods (i.e., excluding the impact of acquisitions).
Same railroad freight revenues in the three months ended June 30, 2014 were $311.8 million, compared with $299.8 million in the three months ended June 30, 2013. Excluding a $5.1 million decrease from the impact of foreign currency depreciation, same railroad freight revenues increased by $17.1 million, or 5.8%.
Same railroad non-freight revenues in the three months ended June 30, 2014 were $97.3 million, compared with $100.8 million in the three months ended June 30, 2013. Excluding a $1.4 million decrease from the net impact of foreign currency depreciation, same railroad non-freight revenues decreased by $2.1 million, or 2.2%, primarily due to less construction revenues.
Our traffic in the three months ended June 30, 2014 was 509,631 carloads, an increase of 28,652 carloads, or 6.0%, compared with the three months ended June 30, 2013. The traffic increase consisted of 23,944 carloads, or 5.0%, from existing operations and 4,708 carloads from new operations. The increase from existing operations was principally due to increases of 9,056 carloads of coal and coke traffic (primarily in the Midwest and Ohio Valley regions), 7,286 carloads of traffic from our other commodity group (primarily overhead Class I shipments), 4,927 carloads of agricultural products traffic (primarily in the Pacific Region) and 3,601 carloads of metals traffic (primarily in the Northeast and Canada regions), partially offset by a 3,302 carload decrease in petroleum products traffic (primarily in the Southern and Pacific regions). All remaining traffic increased by a net 2,376 carloads.
Income from operations in the three months ended June 30, 2014 was $110.1 million, compared with $107.4 million in the three months ended June 30, 2013, an increase of $2.7 million, or 2.5%. Our operating ratio, defined as operating expenses divided by operating revenues, was 73.4% in the three months ended June 30, 2014, compared with 73.2% in the three months ended June 30, 2013. Income from operations in the three months ended June 30, 2014 included $1.7 million of business development and related costs, partially offset by net gain on sale of assets of $1.4 million. Income from operations in the three months ended June 30, 2013 included $1.2 million of business development and related costs, partially offset by net gain on sale of assets of $1.0 million.

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Table of Contents

Our operating revenues increased $15.2 million, or 2.0%, to $790.8 million in the six months ended June 30, 2014, compared with $775.6 million in the six months ended June 30, 2013. Income from operations in the six months ended June 30, 2014 was $185.0 million, compared with $183.6 million in the six months ended June 30, 2013, an increase of $1.4 million, or 0.7%.
Net income in the six months ended June 30, 2014 was $100.5 million, compared with net income of $147.8 million in the six months ended June 30, 2013. Our diluted EPS in the six months ended June 30, 2014 were $1.77 with 56.9 million weighted average shares outstanding, compared with diluted EPS of $2.60 with 56.6 million weighted average shares outstanding in the six months ended June 30, 2013.
Our results for the six months ended June 30, 2014 and 2013 included certain significant items that are set forth below (dollars in millions, except per share amounts):
 
 
Income/(Loss) Before Taxes Impact
 
After-Tax Net Income/(Loss) Impact
 
Diluted Earnings/(Loss) Per Common Share Impact
Six Months Ended June 30, 2014
 
 
 
 
 
 
Credit Facility refinancing-related costs
 
$
(4.7
)
 
$
(2.9
)
 
$
(0.05
)
Business development and related costs
 
$
(2.8
)
 
$
(1.8
)
 
$
(0.03
)
Net gain on sale of assets
 
$
2.2

 
$
1.5

 
$
0.03

 
 
 
 
 
 
 
Six Months Ended June 30, 2013
 
 
 
 
 
 
Retroactive 2012 short line tax credit
 
$

 
$
41.0

 
$
0.72

2013 short line tax credit
 
$

 
$
11.5

 
$
0.20

Credit Facility refinancing-related costs
 
$
(0.6
)
 
$
(0.4
)
 
$
(0.01
)
Business development and related costs
 
$
(14.0
)
 
$
(8.7
)
 
$
(0.15
)
Net gain on sale of assets
 
$
2.7

 
$
1.9

 
$
0.03

During the six months ended June 30, 2014, we generated $200.1 million in cash flows from operating activities. During the same period, we purchased $174.9 million of property and equipment, including $61.0 million for new business investments, partially offset by $27.6 million in cash received from government grants and other outside parties for capital spending and $3.4 million in cash proceeds from the sale of property and equipment. We also paid $220.5 million for acquisitions and received $126.3 million of net proceeds primarily from the refinancing of our Credit Agreement during the six months ended June 30, 2014.
Changes in Operations
United States
Rapid City, Pierre & Eastern Railroad: On May 30, 2014, our new subsidiary, RCP&E, purchased the assets comprising the western end of CP's DM&E rail line for a cash purchase price of $217.7 million, including the purchase of materials and supplies, railcars, equipment and vehicles. RCP&E commenced freight service on the line on June 1, 2014. The results of operations from RCP&E have been included in our statement of operations since the acquisition date within our North American & European Operations segment.
RCP&E operates approximately 670 miles of rail line between Tracy, Minnesota and Rapid City, South Dakota; north of Rapid City to Colony, Wyoming; south of Rapid City to Dakota Junction, Nebraska; and connecting branch lines as well as trackage from Dakota Junction to Crawford, Nebraska, currently leased to the Nebraska Northwestern Railroad Inc. (NNW). Customers on the RCP&E ship approximately 52,000 carloads annually of grain, bentonite clay, ethanol, fertilizer and other products. RCP&E has the ability to interchange with CP, Union Pacific Railroad, BNSF Railway Company and NNW. RCP&E has approximately 180 employees, most of whom were hired from the DM&E operations.

23

Table of Contents

We accounted for the acquisition as a business combination using the acquisition method of accounting under U.S. GAAP. The following preliminary acquisition-date fair values assigned to the acquired net assets will be finalized upon the completion of our fair value analysis (dollars in thousands):
Materials and supplies
 
$
2,572

Prepaid expenses and other
 
116

Property and equipment
 
215,116

Total assets
 
217,804

Accounts payable and accrued expenses
 
108

Net assets
 
$
217,696

RailAmerica, Inc.: As further described in our 2013 Annual Report on Form 10-K, on October 1, 2012, we acquired 100% of RailAmerica, Inc.'s (RailAmerica) outstanding shares for cash at a price of $27.50 per share, or total consideration of $2.0 billion (equity purchase price of $1.4 billion plus net debt of $659.2 million). Headquartered in Jacksonville, Florida with approximately 2,000 employees, RailAmerica owned and operated 45 short line freight railroads in North America with approximately 7,100 miles of track in 28 U.S. states and three Canadian provinces as of the October 1, 2012 acquisition date. We incurred $1.2 million and $14.0 million of RailAmerica integration and acquisition costs during the three and six months ended June 30, 2013, respectively.
Canada
Tata Steel Minerals Canada Ltd.: In August 2012, we announced that our newly formed subsidiary, KeRail Inc. (KeRail), entered into a long-term agreement with Tata Steel Minerals Canada Ltd. (TSMC), for KeRail to provide rail transportation services to the direct shipping iron ore mine TSMC is developing near Schefferville, Quebec in the Labrador Trough (the Mine). In June 2014, KeRail completed construction of an approximately 25-kilometer rail line that connects the Mine to the Tshiuetin Rail Transportation interchange point in Schefferville. Operated as part of our Canada Region, KeRail is expected to haul unit trains of iron ore from its rail connection with the Mine, which will then travel over three privately owned railways to the Port of Sept-Îles for export primarily to Tata Steel Limited's European operations. Upon receipt of the necessary permits from the Canadian and provincial governments, we expect to commence shipments in the third quarter of 2014.
Results from Operations
When comparing our results from operations from one reporting period to another, it is important to consider that we have historically experienced fluctuations in revenues and expenses due to acquisitions, changing economic conditions, competitive forces, changes in foreign currency exchange rates, one-time freight moves, fuel price fluctuations, customer plant expansions and shut-downs, sales of property and equipment, derailments and weather-related conditions, such as hurricanes, cyclones, tornadoes, droughts, heavy snowfall, unseasonably hot or cold weather, freezing and flooding. In periods when these events occur, our results of operations are not easily comparable from one period to another. Finally, certain of our railroads have shipments that are sensitive to general economic conditions, such as steel products, paper products and lumber and forest products, as well as product specific market conditions, such as the availability of lower priced alternative sources of power generation (coal) or energy commodity price differentials (crude oil). Other shipments are relatively less affected by economic conditions and are more closely affected by other factors, such as winter weather (salt) and seasonal rainfall (agricultural products). As a result of these and other factors, our results of operations in any reporting period may not be directly comparable to our results of operations in other reporting periods.

24

Table of Contents

Three Months Ended June 30, 2014 Compared with Three Months Ended June 30, 2013
Operating Revenues
The following table sets forth operating revenues and carloads by new operations and existing operations for the three months ended June 30, 2014 and 2013 (dollars in thousands):
 
Three Months Ended June 30,
 
Increase/(Decrease) in Total Operations
 
Increase/(Decrease) in Existing
Operations
 
 
 
2014
 
2013
 
 
 
 
 
Total Operations
 
New
Operations
 
Existing
Operations
 
Total Operations
 
Amount
 
%
 
Amount
 
%
 
Currency Impact
Freight revenues
$
316,750

 
$
4,932

 
$
311,818

 
$
299,849

 
$
16,901

 
5.6
 %
 
$
11,969

 
4.0
 %
 
$
(5,128
)
Non-freight revenues
97,813

 
547

 
97,266

 
100,799

 
(2,986
)
 
(3.0
)%
 
(3,533
)
 
(3.5
)%
 
(1,392
)
Total operating revenues
$
414,563

 
$
5,479

 
$
409,084

 
$
400,648

 
$
13,915

 
3.5
 %
 
$
8,436

 
2.1
 %
 
$
(6,520
)
Carloads
509,631

 
4,708

 
504,923

 
480,979

 
28,652

 
6.0
 %
 
23,944

 
5.0
 %
 
 
Freight Revenues
The following table sets forth freight revenues, carloads and average freight revenues per carload for the three months ended June 30, 2014 and 2013 (dollars in thousands, except average freight revenues per carload):
 
 
Freight Revenues
 
Carloads
 
Average Freight
Revenues Per
Carload
 
 
Three Months Ended June 30,
 
Three Months Ended June 30,
 
Three Months Ended June 30,
 
 
2014
 
2013
 
2014
 
2013
 
Commodity Group
Amount
 
% of
Total
 
Amount
 
% of
Total
 
Amount
 
% of
Total
 
Amount
 
% of
Total
 
2014
 
2013
Agricultural Products
$
38,102

 
12.0
%
 
$
33,238

 
11.1
%
 
68,986

 
13.6
%
 
61,487

 
12.8
%
 
$
552

 
$
541

Chemicals & Plastics
34,393

 
10.9
%
 
33,269

 
11.1
%
 
42,443

 
8.3
%
 
42,331

 
8.8
%
 
810

 
786

Coal & Coke
31,887

 
10.1
%
 
26,731

 
8.9
%
 
89,401

 
17.5
%
 
80,345

 
16.7
%
 
357

 
333

Metallic Ores*
32,720

 
10.3
%
 
31,802

 
10.6
%
 
19,840

 
3.9
%
 
17,379

 
3.6
%
 
1,649

 
1,830

Metals
34,445

 
10.9
%
 
33,101

 
11.0
%
 
48,484

 
9.5
%
 
44,815

 
9.3
%
 
710

 
739

Pulp & Paper
29,144

 
9.2
%
 
27,275

 
9.1
%
 
42,916

 
8.4
%
 
41,372

 
8.6
%
 
679

 
659

Minerals & Stone
30,195

 
9.5
%
 
26,431

 
8.8
%
 
62,466

 
12.3
%
 
60,719

 
12.6
%
 
483

 
435

Intermodal**
24,231

 
7.6
%
 
24,571

 
8.2
%
 
16,758

 
3.3
%
 
17,830

 
3.7
%
 
1,446

 
1,378

Lumber & Forest Products
21,313

 
6.7
%
 
20,435

 
6.8
%
 
35,296

 
6.9
%
 
34,506

 
7.2
%
 
604

 
592

Petroleum Products
15,746

 
5.0
%
 
16,427

 
5.5
%
 
24,988

 
4.9
%
 
28,290

 
5.9
%
 
630

 
581

Food & Kindred Products
8,981

 
2.8
%
 
7,696

 
2.6
%
 
15,463

 
3.0
%
 
13,098

 
2.7
%
 
581

 
588

Autos & Auto Parts
5,889

 
1.9
%
 
7,329

 
2.4
%
 
7,969

 
1.6
%
 
10,018

 
2.1
%
 
739

 
732

Waste
4,069

 
1.3
%
 
5,886

 
2.0
%
 
9,633

 
1.9
%
 
11,104

 
2.3
%
 
422

 
530

Other
5,635

 
1.8
%
 
5,658

 
1.9
%
 
24,988

 
4.9
%
 
17,685

 
3.7
%
 
226

 
320

Total
$
316,750

 
100.0
%
 
$
299,849

 
100.0
%
 
509,631

 
100.0
%
 
480,979

 
100.0
%
 
$
622

 
$
623

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*
Carload amounts include carloads and intermodal units
**
Carload amounts represent intermodal units
Total freight traffic increased 28,652 carloads, or 6.0%, in the three months ended June 30, 2014, compared with the same period in 2013. Carloads from existing operations increased 23,944 carloads, or 5.0%, and new operations contributed 4,708 carloads. The same railroad traffic increase was principally due to increases of 9,056 carloads of coal and coke traffic, 7,286 carloads of other commodity group traffic, 4,927 carloads of agricultural products traffic and 3,601 carloads of metals traffic, partially offset by a 3,302 carload decrease in petroleum products traffic. All remaining traffic increased by a net 2,376 carloads.

25

Table of Contents

Average freight revenues per carload decreased 0.2% to $622 in the three months ended June 30, 2014, compared with the same period in 2013. Average freight revenues per carload from existing operations decreased 0.8% to $618. The depreciation of the Australian and Canadian dollars relative to the United States dollar and changes in commodity mix decreased average freight revenues per carload from existing operations by 1.6% and 1.3%, respectively, while changes in fuel surcharges increased average freight revenues per carload from existing operations by 0.2%. Other than these factors, average freight revenues per carload from existing operations increased by 1.9%. Average freight revenues per carload were also negatively impacted by the changes in the mix of customers within certain commodity groups, primarily metallic ores traffic, waste traffic and other commodity traffic.
The following table sets forth the changes in freight revenues by commodity group segregated into new operations and existing operations for the three months ended June 30, 2014 compared with the three months ended June 30, 2013 (dollars in thousands): 
 
Three Months Ended June 30,
 
Increase/(Decrease) in Total Operations
 
Increase/(Decrease) in Existing
Operations
 
Currency
Impact
 
2014
 
2013
 
 
 
Commodity Group
Total Operations
 
New
Operations
 
Existing
Operations
 
Total Operations
 
Amount
 
%
 
Amount
 
%
 
Agricultural Products
$
38,102

 
$
2,057

 
$
36,045

 
$
33,238

 
$
4,864

 
14.6
 %
 
$
2,807

 
8.4
 %
 
$
(739
)
Chemicals & Plastics
34,393

 
385

 
34,008

 
33,269

 
1,124

 
3.4
 %
 
739

 
2.2
 %
 
(236
)
Coal & Coke
31,887

 

 
31,887

 
26,731

 
5,156

 
19.3
 %
 
5,156

 
19.3
 %
 
(48
)
Metallic Ores
32,720

 

 
32,720

 
31,802

 
918

 
2.9
 %
 
918

 
2.9
 %
 
(1,599
)
Metals
34,445

 
75

 
34,370

 
33,101

 
1,344

 
4.1
 %
 
1,269

 
3.8
 %
 
(194
)
Pulp & Paper
29,144

 

 
29,144

 
27,275

 
1,869

 
6.9
 %
 
1,869

 
6.9
 %
 
(286
)
Minerals & Stone
30,195

 
2,302

 
27,893

 
26,431

 
3,764

 
14.2
 %
 
1,462

 
5.5
 %
 
(217
)
Intermodal
24,231

 

 
24,231

 
24,571

 
(340
)
 
(1.4
)%
 
(340
)
 
(1.4
)%
 
(1,379
)
Lumber & Forest Products
21,313

 
23

 
21,290

 
20,435

 
878

 
4.3
 %
 
855

 
4.2
 %
 
(70
)
Petroleum Products
15,746

 

 
15,746

 
16,427

 
(681
)
 
(4.1
)%
 
(681
)
 
(4.1
)%
 
(162
)
Food & Kindred Products
8,981

 
90

 
8,891

 
7,696

 
1,285

 
16.7
 %
 
1,195

 
15.5
 %
 
(23
)
Autos & Auto Parts
5,889

 

 
5,889

 
7,329

 
(1,440
)
 
(19.6
)%
 
(1,440
)
 
(19.6
)%
 
(120
)
Waste
4,069

 

 
4,069

 
5,886

 
(1,817
)
 
(30.9
)%
 
(1,817
)
 
(30.9
)%
 
(5
)
Other
5,635

 

 
5,635

 
5,658

 
(23
)
 
(0.4
)%
 
(23
)
 
(0.4
)%
 
(50
)
Total freight revenues
$
316,750

 
$
4,932

 
$
311,818

 
$
299,849

 
$
16,901

 
5.6
 %
 
$
11,969

 
4.0
 %
 
$
(5,128
)
The following information discusses the significant changes in freight revenues from existing operations by commodity group. Changes in average freight revenues per carload in a commodity group can be impacted by changes in customer rates, fuel surcharges and changes in foreign currency exchange rates, as well as changes in the mix of customer traffic within a commodity group.
Agricultural products revenues increased $2.8 million, or 8.4%. Agricultural products traffic volume increased 4,927 carloads, or 8.0%, which increased revenues by $2.7 million. Average freight revenues per carload increased 0.4%, which increased revenues by $0.1 million. The carload increase was primarily due to increased shipments in North America, partially offset by decreased shipments of grain in Australia. The increase in average freight revenues per carload included a 2.2%, or $0.7 million, negative impact due to the depreciation of the Australian and Canadian dollars relative to the United States dollar.
Coal and coke revenues increased $5.2 million, or 19.3%. Coal and coke traffic volume increased 9,056 carloads, or 11.3%, which increased revenues by $3.2 million, and average freight revenues per carload increased 7.2%, which increased revenues by $1.9 million. The carload increase was primarily due to increased demand for steam coal in the midwestern United States, partially offset by decreased export coal shipments in the western and northeastern United States.

26

Table of Contents

Metals revenues increased $1.3 million, or 3.8%. Metals traffic volume increased 3,601 carloads, or 8.0%, which increased revenues by $2.6 million, while average freight revenues per carload decreased 3.9% primarily driven by a change in mix of business. The carload increase was primarily due to increased demand in North America for energy and automotive related products.
Pulp and paper revenues increased $1.9 million, or 6.9%. Pulp and paper traffic volume increased 1,544 carloads, or 3.7%, which increased revenues by $1.0 million, and average freight revenues per carload increased 3.0%, which increased revenues by $0.8 million. The carload increase was primarily due to increased shipments of container board in the United States as a result of an improving economy.
Minerals and stone revenues increased $1.5 million, or 5.5%. Minerals and stone average freight revenues per carload increased 4.8%, which increased revenues by $1.3 million, and traffic volume increased 402 carloads, or 0.7%, which increased revenues by $0.2 million. The increase in carloads was primarily due to an increase in shipments of sand, rock salt, cement and industrial minerals in North America, partially offset by a decrease in shipments of gypsum and marble in Australia.
Petroleum products revenues decreased $0.7 million, or 4.1%. Petroleum products traffic volume decreased 3,302 carloads, or 11.7%, which decreased revenues by $2.1 million, while average freight revenues per carload increased 8.4%, which increased revenues by $1.4 million. The carload decrease was primarily due to weaker crude oil traffic, partially offset by shipments of liquid petroleum gas from a new customer.
Food and kindred products revenues increased $1.2 million, or 15.5%. The increase was primarily due to a traffic volume increase of 2,247 carloads, or 17.2%, resulting primarily from increased shipments in the western and midwestern United States.
Autos and auto parts revenues decreased $1.4 million, or 19.6%. The decrease was primarily due to a traffic volume decrease of 2,049 carloads, or 20.5%, resulting primarily from reduced railcar supply in the midwestern United States and Canadian rail networks and the loss of a customer contract in Canada.
Waste revenues decreased $1.8 million, or 30.9%, primarily due to the closure of a waste facility we served in the midwestern United States.
Other commodity group traffic volume increased 7,286 carloads, or 41.2%, which increased revenues by $1.6 million, while average revenues per carload decreased 29.4%. The carload increase was primarily due to increased Class I overhead shipments in the central United States and a new haulage move in the northeastern United States. The decrease in average freight revenues per carload was primarily due to the increased Class I overhead shipments.
Freight revenues from all remaining commodities combined increased by $2.2 million.
Non-Freight Revenues
The following table sets forth non-freight revenues for the three months ended June 30, 2014 and 2013 (dollars in thousands):
 
Three Months Ended June 30,
 
2014
 
2013
 
Amount
 
% of Total
 
Amount
 
% of Total
Railcar switching
$
43,246

 
44.2
%
 
$
39,419

 
39.1
%
Car hire and rental income
10,210

 
10.5
%
 
8,548

 
8.5
%
Demurrage and storage
13,929

 
14.2
%
 
14,007

 
13.9
%
Car repair services
7,491

 
7.7
%
 
6,154

 
6.1
%
Construction revenues
6,303

 
6.4
%
 
13,575

 
13.5
%
Other non-freight revenues
16,634

 
17.0
%
 
19,096

 
18.9
%
Total non-freight revenues
$
97,813

 
100.0
%
 
$
100,799

 
100.0
%

27

Table of Contents

The following table sets forth the changes in non-freight revenues segregated into new operations and existing operations for the three months ended June 30, 2014 compared with the three months ended June 30, 2013 (dollars in thousands):
 
Three Months Ended June 30,
 
Increase/(Decrease) in Total Operations
 
Increase/ (Decrease) in Existing
Operations
 
Currency
Impact
 
2014
 
2013
 
 
 
 
Total Operations
 
New Operations
 
Existing Operations
 
Total Operations
 
Amount
 
%
 
Amount
 
%
 
Railcar switching
$
43,246

 
$
16

 
$
43,230

 
$
39,419

 
$
3,827

 
9.7
 %
 
$
3,811

 
9.7
 %
 
$
(523
)
Car hire and rental income
10,210

 
333

 
9,877

 
8,548

 
1,662

 
19.4
 %
 
1,329

 
15.5
 %
 
(111
)
Demurrage and storage
13,929

 

 
13,929

 
14,007

 
(78
)
 
(0.6
)%
 
(78
)
 
(0.6
)%
 
(139
)
Car repair services
7,491

 
44

 
7,447

 
6,154

 
1,337

 
21.7
 %
 
1,293

 
21.0
 %
 
(38
)
Construction revenues
6,303

 

 
6,303

 
13,575

 
(7,272
)
 
(53.6
)%
 
(7,272
)
 
(53.6
)%
 

Other non-freight revenues
16,634

 
154

 
16,480

 
19,096

 
(2,462
)
 
(12.9
)%
 
(2,616
)
 
(13.7
)%
 
(581
)
Total non-freight revenues
$
97,813

 
$
547

 
$
97,266

 
$
100,799

 
$
(2,986
)
 
(3.0
)%
 
$
(3,533
)
 
(3.5
)%
 
$
(1,392
)
Total non-freight revenues decreased $3.0 million, or 3.0%, to $97.8 million in the three months ended June 30, 2014, compared with $100.8 million in the three months ended June 30, 2013. The decrease in non-freight revenues was attributable to a decrease of $3.5 million from existing operations, partially offset by an increase of $0.5 million from new operations. The decrease in non-freight revenues from existing operations was primarily due to a $7.3 million decrease in low margin construction revenues and a $1.4 million decrease from the net impact of foreign currency depreciation, partially offset by a $4.3 million increase in railcar switching primarily due to a new customer in Europe and higher narrow gauge iron ore shipments in Australia.
Operating Expenses
Overview
Operating expenses were $304.5 million in the three months ended June 30, 2014, compared with $293.2 million in the three months ended June 30, 2013, an increase of $11.2 million, or 3.8%. The increase in operating expenses was attributable to an increase of $6.6 million from existing operations and $4.6 million from new operations. When we discuss expenses from existing operations, we are referring to the change in our expenses, period-over-period, associated with operations that we managed in both periods (i.e., excluding the impact of acquisitions). The increase from existing operations was primarily due to increases of $6.9 million in labor and benefits, $4.1 million in depreciation and amortization, $3.3 million in other expenses, $2.9 million in casualties and insurance and $2.0 million in diesel fuel used in operations, partially offset by decreases of $6.5 million in purchased services and $3.8 million in materials. In addition, the depreciation of the Australian and Canadian dollars relative to the United States dollar resulted in a $4.1 million decrease in operating expenses from existing operations.
Our operating ratio, defined as total operating expenses divided by total operating revenues, was 73.4% in the three months ended June 30, 2014, compared with 73.2% in the three months ended June 30, 2013. Income from operations in the three months ended June 30, 2014 included business development and related costs of $1.7 million, including RCP&E acquisition and integration related costs and reorganization costs associated with Atlas, partially offset by a $1.4 million net gain on sale of assets. Income from operations in the three months ended June 30, 2013 included $1.2 million of business development and related costs, including RailAmerica integration and acquisition costs, partially offset by a $1.0 million net gain on sale of assets. Changes in foreign currency exchange rates can have a material impact on our operating revenues and operating expenses. However, the net impact of these foreign currency translation effects should not have a material impact on our operating ratio.

28

Table of Contents

The following table sets forth our operating expenses for the three months ended June 30, 2014 and 2013 (dollars in thousands): 
 
Three Months Ended June 30,
 
 
 
2014
 
2013
 
Currency
Impact
 
Amount
 
% of
Operating
Revenues
 
Amount
 
% of
Operating
Revenues
 
Labor and benefits
$
116,556

 
28.1
 %
 
$
109,781

 
27.4
 %
 
$
(1,620
)
Equipment rents
19,874

 
4.7
 %
 
18,993

 
4.8
 %
 
(219
)
Purchased services
23,868

 
5.8
 %
 
30,598

 
7.6
 %
 
(798
)
Depreciation and amortization
38,212

 
9.2
 %
 
34,161

 
8.5
 %
 
(630
)
Diesel fuel used in operations
37,379

 
9.0
 %
 
34,694

 
8.7
 %
 

Casualties and insurance
12,752

 
3.1
 %
 
10,043

 
2.5
 %
 
(191
)
Materials
19,325

 
4.7
 %
 
22,784

 
5.7
 %
 
(122
)
Trackage rights
14,021

 
3.4
 %
 
12,770

 
3.2
 %
 
(318
)
Net gain on sale of assets
(1,369
)
 
(0.3
)%
 
(1,009
)
 
(0.3
)%
 
33

Other expenses
23,836

 
5.7
 %
 
20,416

 
5.1
 %
 
(222
)
Total operating expenses
$
304,454

 
73.4
 %
 
$
293,231

 
73.2
 %
 
$
(4,087
)
The following information discusses the significant changes in operating expenses.
Labor and benefits expense was $116.6 million in the three months ended June 30, 2014, compared with $109.8 million in the three months ended June 30, 2013, an increase of $6.8 million, or 6.2%. The increase in labor and benefits expense was attributable to an increase of $6.9 million from existing operations and $1.5 million from new operations. The increase from existing operations was primarily due to an increase in the average number of employees, as well as an increase in benefits expense, partially offset by a $1.6 million decrease due to the depreciation of the Australian and Canadian dollars relative to the United States dollar. Our average number of employees increased for our existing operations primarily as a result of insourcing our equipment maintenance activities in Australia and the midwestern United States and due to an increase in transportation employees as a result of higher traffic levels.
Purchased services expense, which consists primarily of the costs of services provided by outside contractors for repairs and maintenance of track property, locomotives, railcars and other equipment, as well as contract labor costs for crewing services, was $23.9 million in the three months ended June 30, 2014, compared with $30.6 million in the three months ended June 30, 2013, a decrease of $6.7 million, or 22.0%. The decrease was primarily attributable to the insourcing of equipment maintenance activities in Australia.
Depreciation and amortization expense was $38.2 million in the three months ended June 30, 2014, compared with $34.2 million in the three months ended June 30, 2013, an increase of $4.1 million, or 11.9%. The increase in depreciation and amortization was attributable to an increase of $4.1 million from existing operations and $0.5 million from new operations, partially offset by a $0.6 million decrease due to the depreciation of the Australian and Canadian dollars relative to the United States dollar. The increase from existing operations was primarily attributable to capital expenditures in 2013 including new business development projects.
The cost of diesel fuel used in operations was $37.4 million in the three months ended June 30, 2014, compared with $34.7 million in the three months ended June 30, 2013, an increase of $2.7 million, or 7.7%. The increase was attributable to an increase of $2.0 million from existing operations and $0.7 million from new operations. The increase from existing operations was composed of $1.5 million due to a 4.2% increase in diesel fuel consumption and $0.5 million from a 1.5% increase in average fuel cost per gallon.
Casualties and insurance expense was $12.8 million in the three months ended June 30, 2014, compared with $10.0 million in the three months ended June 30, 2013, an increase of $2.7 million, or 27.0%. The increase was primarily due to two severe washouts, one in Canada during the spring thaw and one in the southeastern United States.

29

Table of Contents

Materials expense, which consists primarily of the costs of materials purchased for use in repairing and maintaining our track property, locomotives, railcars and other equipment as well as costs for general tools and supplies used in our business, was $19.3 million in the three months ended June 30, 2014, compared with $22.8 million in the three months ended June 30, 2013, a decrease of $3.5 million, or 15.2%. The decrease was primarily due to a reduction in the level of construction projects at Atlas.
Trackage rights expense was $14.0 million in the three months ended June 30, 2014, compared with $12.8 million in the three months ended June 30, 2013, an increase of $1.3 million, or 9.8%. The increase was primarily due to an increase in coal traffic in the midwestern United States, a new customer in Europe and expanded services for an iron ore customer in South Australia that moves over a segment of track owned by a third party.
Other expenses were $23.8 million in the three months ended June 30, 2014, compared with $20.4 million in the three months ended June 30, 2013, an increase of $3.4 million, or 16.8%.
Interest Expense
Interest expense was $17.8 million in the three months ended June 30, 2014, compared with $17.2 million in the three months ended June 30, 2013. Interest expense in the three months ended June 30, 2014 included the write-off of deferred financing fees of $4.7 million associated with the refinancing of our Credit Agreement. Excluding the write-off of deferred financing fees, the decrease in interest expense was primarily due to lower weighted average outstanding term debt during the three months ended June 30, 2014, compared with the three months ended June 30, 2013.
Provision for Income Taxes
The United States Short Line Tax Credit is an income tax track maintenance credit for Class II and Class III railroads to reduce their federal income tax based on qualified railroad track maintenance expenditures. Qualified expenditures include amounts incurred for maintaining track, including roadbed, bridges and related track structures owned or leased by a Class II or Class III railroad. The credit is equal to 50% of the qualified expenditures, subject to an annual limitation of $3,500 multiplied by the number of miles of railroad track owned or leased by the Class II or Class III railroads as of the end of their tax year. The United States Short Line Tax Credit was in existence from 2005 through 2011. On January 2, 2013, the United States Short Line Tax Credit was extended for 2012 and 2013. The extension of the United States Short Line Tax Credit produced book income tax benefits of $7.5 million for the three months ended June 30, 2013.
Our effective income tax rate in the three months ended June 30, 2014 was 34.8%, compared with 27.9% in the three months ended June 30, 2013. The increase in the effective income tax rate for the three months ended June 30, 2014 was primarily attributable to the expiration of the Short Line Tax Credit on December 31, 2013. In addition, our provision for income taxes for the three months ended June 30, 2014 included a benefit of $1.0 million as a result of adjusting our deferred taxes to reflect the impact of the RCP&E acquisition.
Net Income and Earnings Per Share Attributable to G&W Common Stockholders
Net income in the three months ended June 30, 2014 was $60.9 million, compared with net income in the three months ended June 30, 2013 of $65.1 million. Our basic EPS were $1.10 with 55.1 million weighted average shares outstanding in the three months ended June 30, 2014, compared with basic EPS of $1.19 with 54.4 million weighted average shares outstanding in the three months ended June 30, 2013. Our diluted EPS in the three months ended June 30, 2014 were $1.07 with 56.9 million weighted average shares outstanding, compared with diluted EPS of $1.14 with 56.7 million weighted average shares outstanding in the three months ended June 30, 2013. Our results for the three months ended June 30, 2014 and 2013 included certain significant items as previously presented in the "Overview."

30

Table of Contents

Six Months Ended June 30, 2014 Compared with Six Months Ended June 30, 2013
Operating Revenues
The following table sets forth operating revenues and carloads by new operations and existing operations for the six months ended June 30, 2014 and 2013 (dollars in thousands):
 
Six Months Ended June 30,
 
Increase/(Decrease) in Total
Operations
 
Increase/(Decrease) in Existing
Operations
 
Currency Impact
 
2014
 
2013
 
 
 
 
Total
Operations
 
New
Operations
 
Existing
Operations
 
Total
Operations
 
Amount
 
%
 
Amount
 
%
 
Freight revenues
$
604,484

 
$
4,932

 
$
599,552

 
$
580,953

 
$
23,531

 
4.1
 %
 
$
18,599

 
3.2
 %
 
$
(15,253
)
Non-freight revenues
186,358

 
547

 
185,811

 
194,645

 
(8,287
)
 
(4.3
)%
 
(8,834
)
 
(4.5
)%
 
(4,267
)
Total operating revenues
$
790,842

 
$
5,479

 
$
785,363

 
$
775,598

 
$
15,244

 
2.0
 %
 
$
9,765

 
1.3
 %
 
$
(19,520
)
Carloads
977,010

 
4,708

 
972,302

 
931,283

 
45,727

 
4.9
 %
 
41,019

 
4.4
 %
 
 
Freight Revenues
The following table sets forth freight revenues, carloads and average freight revenues per carload for the six months ended June 30, 2014 and 2013 (dollars in thousands, except average freight revenues per carload):
 
 
Freight Revenues
 
Carloads
 
Average Freight
Revenues Per
Carload
 
 
Six Months Ended June 30,
 
Six Months Ended June 30,
 
Six Months Ended June 30,
 
 
2014
 
2013
 
2014
 
2013
 
Commodity Group
Amount
 
% of
Total
 
Amount
 
% of
Total
 
Amount
 
% of
Total
 
Amount
 
% of
Total
 
2014
 
2013
Agricultural Products
$
73,769

 
12.2
%
 
$
68,264

 
11.7
%
 
134,020

 
13.7
%
 
124,928

 
13.4
%
 
$
550

 
$
546

Chemicals & Plastics
67,142

 
11.1
%
 
65,349

 
11.2
%
 
82,715

 
8.5
%
 
83,239

 
8.9
%
 
812

 
785

Coal & Coke
63,137

 
10.4
%
 
53,223

 
9.2
%
 
175,704

 
18.0
%
 
155,905

 
16.7
%
 
359

 
341

Metallic Ores*
62,393

 
10.3
%
 
59,081

 
10.2
%
 
38,714

 
4.0
%
 
32,191

 
3.4
%
 
1,612

 
1,835

Metals
64,027

 
10.6
%
 
62,347

 
10.7
%
 
89,813

 
9.2
%
 
86,438

 
9.3
%
 
713

 
721

Pulp & Paper
56,806

 
9.4
%
 
53,736

 
9.2
%
 
85,127

 
8.7
%
 
82,150

 
8.8
%
 
667

 
654

Minerals & Stone
51,855

 
8.6
%
 
48,750

 
8.4
%
 
111,503

 
11.4
%
 
110,944

 
11.9
%
 
465

 
439

Intermodal**
45,704

 
7.6
%
 
47,016

 
8.1
%
 
32,349

 
3.3
%
 
34,006

 
3.7
%
 
1,413

 
1,383

Lumber & Forest Products
40,492

 
6.7
%
 
40,181

 
6.9
%
 
67,843

 
6.9
%
 
68,131

 
7.3
%
 
597

 
590

Petroleum Products
32,332

 
5.3
%
 
33,591

 
5.8
%
 
52,823

 
5.4
%
 
55,503

 
6.0
%
 
612

 
605

Food & Kindred Products
17,042

 
2.8
%
 
15,521

 
2.7
%
 
29,310

 
3.0
%
 
26,692

 
2.9
%
 
581

 
581

Autos & Auto Parts
11,347

 
1.9
%
 
13,183

 
2.3
%
 
15,705

 
1.6
%
 
17,974

 
1.9
%
 
723

 
733

Waste
8,402

 
1.4
%
 
10,901

 
1.9
%
 
19,079

 
2.0
%
 
20,119

 
2.2
%
 
440

 
542

Other
10,036

 
1.7
%
 
9,810

 
1.7
%
 
42,305

 
4.3
%
 
33,063

 
3.6
%
 
237

 
297

Total
$
604,484

 
100.0
%
 
$
580,953

 
100.0
%
 
977,010

 
100.0
%
 
931,283

 
100.0
%
 
$
619

 
$
624

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*
Carload amounts include carloads and intermodal units
**
Carload amounts represent intermodal units
Total freight traffic increased 45,727 carloads, or 4.9%, in the six months ended June 30, 2014, compared with the same period in 2013. Carloads from existing operations increased 41,019 carloads, or 4.4%, and new operations contributed 4,708 carloads. The same railroad traffic increase was principally due to increases of 19,799 carloads of coal and coke traffic, 9,225 carloads of other commodity group traffic, 6,523 carloads of metallic ores traffic and 6,520 carloads of agricultural products traffic. All remaining traffic from existing operations decreased by a net 1,048 carloads.

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Table of Contents

Average freight revenues per carload decreased 0.8% to $619 in the six months ended June 30, 2014, compared with the same period in 2013. Average freight revenues per carload from existing operations decreased 1.1% to $617. The depreciation of the Australian and Canadian dollars relative to the United States dollar and changes in commodity mix decreased average freight revenues per carload from existing operations by 2.7% and 0.6%, respectively, while changes in fuel surcharges increased average freight revenues per carload from existing operations by 0.2%. Other than these factors, average freight revenues per carload from existing operations increased by 2.0%. Average freight revenues per carload were also negatively impacted by the changes in the mix of customers within certain commodity groups, primarily metallic ores traffic, waste traffic and other commodity traffic.
The following table sets forth freight revenues by commodity group segregated into new operations and existing operations for the six months ended June 30, 2014 compared with the six months ended June 30, 2013 (dollars in thousands): 
 
Six Months Ended June 30,
 
Increase/(Decrease) in Total
Operations
 
Increase/(Decrease) in Existing
Operations
 
Currency
Impact
 
2014
 
2013
 
 
 
Commodity Group
Total
Operations
 
New
Operations
 
Existing
Operations
 
Total
Operations
 
Amount
 
%
 
Amount
 
%
 
Agricultural Products
$
73,769

 
$
2,057

 
$
71,712

 
$
68,264

 
$
5,505

 
8.1
 %
 
$
3,448

 
5.1
 %
 
$
(2,456
)
Chemicals & Plastics
67,142

 
385

 
66,757

 
65,349

 
1,793

 
2.7
 %
 
1,408

 
2.2
 %
 
(545
)
Coal & Coke
63,137

 

 
63,137

 
53,223

 
9,914

 
18.6
 %
 
9,914

 
18.6
 %
 
(117
)
Metallic Ores
62,393

 

 
62,393

 
59,081

 
3,312

 
5.6
 %
 
3,312

 
5.6
 %
 
(4,848
)
Metals
64,027

 
75

 
63,952

 
62,347

 
1,680

 
2.7
 %
 
1,605

 
2.6
 %
 
(476
)
Pulp & Paper
56,806

 

 
56,806

 
53,736

 
3,070

 
5.7
 %
 
3,070

 
5.7
 %
 
(669
)
Minerals & Stone
51,855

 
2,302

 
49,553

 
48,750

 
3,105

 
6.4
 %
 
803

 
1.6
 %
 
(683
)
Intermodal
45,704

 

 
45,704

 
47,016

 
(1,312
)
 
(2.8
)%
 
(1,312
)
 
(2.8
)%
 
(4,405
)
Lumber & Forest Products
40,492

 
23

 
40,469

 
40,181

 
311

 
0.8
 %
 
288

 
0.7
 %
 
(183
)
Petroleum Products
32,332

 

 
32,332

 
33,591

 
(1,259
)
 
(3.7
)%
 
(1,259
)
 
(3.7
)%
 
(457
)
Food & Kindred Products
17,042

 
90

 
16,952

 
15,521

 
1,521

 
9.8
 %
 
1,431

 
9.2
 %
 
(56
)
Autos & Auto Parts
11,347

 

 
11,347

 
13,183

 
(1,836
)
 
(13.9
)%
 
(1,836
)
 
(13.9
)%
 
(276
)
Waste
8,402

 

 
8,402

 
10,901

 
(2,499
)
 
(22.9
)%
 
(2,499
)
 
(22.9
)%
 
(11
)
Other
10,036

 

 
10,036

 
9,810

 
226

 
2.3
 %
 
226

 
2.3
 %
 
(71
)
Total freight revenues
$
604,484

 
$
4,932

 
$
599,552

 
$
580,953

 
$
23,531

 
4.1
 %
 
$
18,599

 
3.2
 %
 
$
(15,253
)
The following information discusses the significant changes in freight revenues from existing operations by commodity group. Changes in average freight revenues per carload in a commodity group can be impacted by changes in customer rates, fuel surcharges and changes in foreign currency exchange rates, as well as changes in the mix of customer traffic within a commodity group.
Agricultural products revenues increased $3.4 million, or 5.1%. The increase was primarily due to an increase in traffic volume of 6,520 carloads, or 5.2%, which increased revenues by $3.6 million, while average freight revenues per carload decreased $0.1 million. The carload increase was primarily due to increased shipments in North America, partially offset by decreased shipments of grain in Australia. The decrease in average freight revenues per carload included a 3.6%, or $2.5 million, negative impact due to the depreciation of the Australian and Canadian dollars relative to the United States dollar.
Coal and coke revenues increased $9.9 million, or 18.6%. Coal and coke traffic volume increased 19,799 carloads, or 12.7%, which increased revenues by $7.1 million, and average freight revenues per carload increased 5.3%, which increased revenues by $2.8 million. The carload increase was primarily due to increased demand for steam coal in the midwestern United States, partially offset by decreased coal shipments in the western United States.

32

Table of Contents

Metallic ores revenues increased $3.3 million, or 5.6%. Metallic ores traffic volume increased 6,523 carloads, or 20.3%, which increased revenues by $10.5 million, while average freight revenues per carload decreased 12.2% and included a 7.9%, or $4.8 million, negative impact due to the depreciation of the Australian and Canadian dollars relative to the United States dollar. The carload increase was primarily due to increased iron ore and manganese shipments in Australia. The decrease in average freight revenues per carload other than the impact from foreign currency was primarily due to a change in mix of business.
Pulp and paper revenues increased $3.1 million, or 5.7%. Pulp and paper traffic volume increased 2,977 carloads, or 3.6%, which increased revenues by $2.0 million, and average freight revenues per carload increased 2.0%, which increased revenues by $1.1 million. The carload increase was primarily due to increased shipments of container board in the United States as a result of an improving economy. The increase in average freight revenues per carload included a 1.3%, or $0.7 million, negative impact due to the depreciation of the Australian and Canadian dollars relative to the United States dollar.
Intermodal revenues decreased $1.3 million, or 2.8%. Effective December 1, 2013, the classification of a North American customer's traffic changed from intermodal to other commodity groups, resulting in a 1,637 carload decrease. Otherwise, intermodal traffic volume decreased 20 carloads, or 0.1%, and revenues decreased $1.2 million, or 2.5%. Further, excluding a $4.4 million negative impact due to the depreciation of the Australian and Canadian dollars relative to the United States dollar, intermodal revenues increased by $3.2 million due to a 7.7% increase in average freight revenues per carload in Australia.
Petroleum products revenues decreased $1.3 million, or 3.7%. Petroleum products traffic volume decreased 2,680 carloads, or 4.8%, which decreased revenues by $1.6 million, while average freight revenues per carload increased 1.2%, which increased revenues by $0.4 million. The carload decrease was primarily due to weaker crude oil traffic, partially offset by shipments of liquid petroleum gas from a new customer.
Autos and auto parts revenues decreased $1.8 million, or 13.9%. The decrease was primarily due to a traffic volume decrease of 2,269 carloads, or 12.6%, resulting primarily from reduced railcar supply in the midwestern United States and Canadian rail networks and the loss of a customer contract in Canada.
Waste revenues decreased $2.5 million, or 22.9%, primarily due to the closure of a waste facility we served in the midwestern United States.
Other commodity group traffic volume increased 9,225 carloads, or 27.9%, which increased revenues by $2.2 million, while average freight revenues per carload decreased 20.2%. The carload increase was primarily due to increased Class I overhead shipments in the central United States and a new haulage move in the northeastern United States. The decrease in average freight revenues per carload was primarily due to the increased Class I overhead shipments.
Freight revenues from all remaining commodities increased $5.5 million.
Non-Freight Revenues
The following table sets forth non-freight revenues for the six months ended June 30, 2014 and 2013 (dollars in thousands):
 
Six Months Ended June 30,
 
2014
 
2013
 
Amount
 
% of Total
 
Amount
 
% of Total
Railcar switching
$
82,581

 
44.3
%
 
$
78,455

 
40.3
%
Car hire and rental income
19,652

 
10.5
%
 
17,579

 
9.0
%
Demurrage and storage
27,791

 
14.9
%
 
28,217

 
14.5
%
Car repair services
13,194

 
7.1
%
 
11,636

 
6.0
%
Construction revenues
10,170

 
5.5
%
 
21,423

 
11.0
%
Other non-freight revenues
32,970

 
17.7
%
 
37,335

 
19.2
%
Total non-freight revenues
$
186,358

 
100.0
%
 
$
194,645

 
100.0
%

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Table of Contents

The following table sets forth changes in non-freight revenues segregated into new operations and existing operations for the six months ended June 30, 2014 compared with the six months ended June 30, 2013 (dollars in thousands):
 
Six Months Ended June 30,
 
Increase/(Decrease) in Total
Operations
 
Increase/ (Decrease) in Existing
Operations
 
Currency
Impact
 
2014
 
2013
 
 
 
 
Total
Operations
 
New
Operations
 
Existing
Operations
 
Total
Operations
 
Amount
 
%
 
Amount
 
%
 
Railcar switching
$
82,581

 
$
16

 
$
82,565

 
$
78,455

 
$
4,126

 
5.3
 %
 
$
4,110

 
5.2
 %
 
$
(1,734
)
Car hire and rental income
19,652

 
333

 
19,319

 
17,579

 
2,073

 
11.8
 %
 
1,740

 
9.9
 %
 
(323
)
Demurrage and storage
27,791

 

 
27,791

 
28,217

 
(426
)
 
(1.5
)%
 
(426
)
 
(1.5
)%
 
(359
)
Car repair services
13,194

 
44

 
13,150

 
11,636

 
1,558

 
13.4
 %
 
1,514

 
13.0
 %
 
(71
)
Construction revenues
10,170

 

 
10,170

 
21,423

 
(11,253
)
 
(52.5
)%
 
(11,253
)
 
(52.5
)%
 

Other non-freight revenues
32,970

 
154

 
32,816

 
37,335

 
(4,365
)
 
(11.7
)%
 
(4,519
)
 
(12.1
)%
 
(1,780
)
Total non-freight revenues
$
186,358

 
$
547

 
$
185,811

 
$
194,645

 
$
(8,287
)
 
(4.3
)%
 
$
(8,834
)
 
(4.5
)%
 
$
(4,267
)
Total non-freight revenues decreased $8.3 million, or 4.3%, to $186.4 million in the six months ended June 30, 2014, compared with $194.6 million in the six months ended June 30, 2013. The decrease in non-freight revenues was attributable to $8.8 million from existing operations, partially offset by $0.5 million from new operations. The decrease in non-freight revenues from existing operations was primarily due to an $11.3 million decrease in low margin construction revenues and a $4.3 million decrease from the net impact of foreign currency depreciation, partially offset by a $5.8 million increase in railcar switching primarily in Australia and Europe.
Operating Expenses
Overview
Operating expenses were $605.9 million in the six months ended June 30, 2014, compared with $592.0 million in the six months ended June 30, 2013, an increase of $13.9 million, or 2.3%. The increase in operating expenses was attributable to an increase of $9.2 million from existing operations and $4.6 million from new operations. The increase from existing operations was primarily due to a $17.5 million increase from labor and benefits and an $8.8 million increase in depreciation and amortization, partially offset by a $7.2 million decrease in other expenses. In addition, the depreciation of the Australian and Canadian dollars relative to the United States dollar resulted in a $12.2 million decrease in operating expenses from existing operations.
Our operating ratio, defined as total operating expenses divided by total operating revenues, was 76.6% in the six months ended June 30, 2014 compared with 76.3% in the six months ended June 30, 2013. Income from operations in the six months ended June 30, 2014 included business development and related costs of $2.8 million, including RCP&E acquisition and integration related costs and reorganization costs associated with Atlas, partially offset by a $2.2 million net gain on the sale of assets. Income from operations in the six months ended June 30, 2013 included $14.0 million of business development and related costs, including RailAmerica integration and acquisition costs, partially offset by a $2.7 million net gain on the sale of assets.

34

Table of Contents

The following table sets forth our operating expenses for the six months ended June 30, 2014 and 2013 (dollars in thousands): 
 
Six Months Ended June 30,
 
Currency
Impact
 
2014
 
2013
 
 
Amount
 
% of
Operating
Revenues
 
Amount
 
% of
Operating
Revenues
 
Labor and benefits
$
233,303

 
29.5
 %
 
$
219,087

 
28.3
 %
 
$
(4,708
)
Equipment rents
38,932

 
4.9
 %
 
37,701

 
4.9
 %
 
(678
)
Purchased services
51,678

 
6.6
 %
 
59,993

 
7.8
 %
 
(2,561
)
Depreciation and amortization
75,853

 
9.6
 %
 
68,384

 
8.8
 %
 
(1,908
)
Diesel fuel used in operations
79,314

 
10.0
 %
 
73,879

 
9.5
 %
 
3

Casualties and insurance
22,385

 
2.8
 %
 
17,994

 
2.3
 %
 
(539
)
Materials
35,444

 
4.5
 %
 
41,714

 
5.4
 %
 
(333
)
Trackage rights
26,287

 
3.3
 %
 
23,627

 
3.0
 %
 
(896
)
Net gain on sale of assets
(2,207
)
 
(0.3
)%
 
(2,716
)
 
(0.4
)%
 
39

Other expenses
44,869

 
5.7
 %
 
52,318

 
6.7
 %
 
(592
)
Total operating expenses
$
605,858

 
76.6
 %
 
$
591,981

 
76.3
 %
 
$
(12,173
)
The following information discusses the significant changes in operating expenses.
Labor and benefits expense was $233.3 million in the six months ended June 30, 2014, compared with $219.1 million in the six months ended June 30, 2013, an increase of $14.2 million, or 6.5%, of which $12.8 million was from existing operations and $1.5 million was from new operations. The increase from existing operations was primarily due to an increase in the average number of employees, as well as an increase in overtime expense due to severe winter weather and an increase in benefits expense, partially offset by a decrease of $4.7 million due to the depreciation of the Australian and Canadian dollars relative to the United States dollar. Our average number of employees increased for our existing operations primarily as a result of insourcing our equipment maintenance activities in Australia and the midwestern United States and due to an increase in transportation employees as a result of higher traffic levels.
Purchased services expense, which consists primarily of the costs of services provided by outside contractors for repairs and maintenance of track property, locomotives, railcars and other equipment as well as contract labor costs for crewing services, was $51.7 million in the six months ended June 30, 2014, compared with $60.0 million in the six months ended June 30, 2013, a decrease of $8.3 million, or 13.9%. The decrease was primarily attributable to the insourcing of equipment maintenance activities in Australia.
Depreciation and amortization expense was $75.9 million in the six months ended June 30, 2014, compared with $68.4 million in the six months ended June 30, 2013, an increase of $7.5 million, or 10.9%. The increase was attributable to a $6.9 million increase from existing operations and $0.5 million from new operations. The increase from existing operations was primarily due to additional capital expenditures in 2013 including new business development projects, partially offset by a decrease of $1.9 million due to the depreciation of the Australian and Canadian dollars relative to the United States dollar.
The cost of diesel fuel used in operations was $79.3 million in the six months ended June 30, 2014, compared with $73.9 million in the six months ended June 30, 2013, an increase of $5.4 million, or 7.4%. The increase was attributable to an increase of $4.7 million from existing operations and $0.7 million from new operations. The increase from existing operations was composed of $5.0 million due to a 7.0% increase in diesel fuel consumption, partially offset by a $0.3 million decrease from a 0.5% increase in average fuel cost per gallon.
Casualties and insurance expense was $22.4 million in the six months ended June 30, 2014, compared with $18.0 million in the six months ended June 30, 2013, an increase of $4.4 million, or 24.4%. The increase was primarily due to three severe weather related incidents, including a washout in Canada during the spring thaw, a bridge failure due to ice damage during the first quarter of 2014 and a washout in the southeastern United States due to heavy rain from a severe thunderstorm in the second quarter of 2014.

35

Table of Contents

Materials expense, which primarily consists of the costs of materials purchased for use in repairing and maintaining our track property, locomotives, railcars and other equipment as well as costs for general tools and supplies used in our business, was $35.4 million in the six months ended June 30, 2014, compared with $41.7 million in the six months ended June 30, 2013, a decrease of $6.3 million. The decrease was primarily due to a reduction in the level of construction projects at Atlas.
Trackage rights expense was $26.3 million in the six months ended June 30, 2014, compared with $23.6 million in the six months ended June 30, 2013, an increase of $2.7 million, or 11.3%. The increase was primarily due to a new customer in Europe and expanded services for an iron ore customer in South Australia that moves over a segment of track owned by a third party.
Other expenses were $44.9 million in the six months ended June 30, 2014, compared with $52.3 million in the six months ended June 30, 2013, a decrease of $7.4 million, or 14.2%. The decrease was primarily due to RailAmerica integration and acquisition costs included in 2013.
Interest Expense
Total interest expense was $31.5 million in the six months ended June 30, 2014, compared with $37.3 million in the six months ended June 30, 2013. Interest expense in the six months ended June 30, 2014 included the write-off of deferred financing fees of $4.7 million associated with the refinancing of our Credit Agreement in May 2014. The decrease in interest expense was primarily due to lower weighted average outstanding term debt during the six months ended June 30, 2014, compared with the six months ended June 30, 2013.
Provision for Income Taxes
On January 2, 2013, the United States Short Line Tax Credit was extended for 2012 and 2013. The extension of the United States Short Line Tax Credit produced book income tax benefits of $52.4 million for the six months ended June 30, 2013. The total tax credit impact in the six months ended June 30, 2013 included $41.0 million for the retroactive fiscal year 2012 tax benefit and $11.5 million associated with the six months ended June 30, 2013. Since the extension became law in 2013, the 2012 impact was recorded in the first quarter of 2013.
Our provision for income tax for the six months ended June 30, 2014 was $55.5 million, which represented 35.6% of income before income taxes and included a benefit of $1.0 million as a result of adjusting our deferred income taxes to reflect the impact of the RCP&E acquisition. Excluding a $41.0 million retroactive income tax benefit from the United States Short Line Tax Credit, our provision for income tax for the six months ended June 30, 2013 was $41.2 million, which represented 27.9% of income before income taxes other than the retroactive benefit from the United States Short Line Tax Credit. The increase in the effective income tax rate for the six months ended June 30, 2014 was primarily attributable to the expiration of the Short Line Tax Credit on December 31, 2013.
Net Income and Earnings Per Share Attributable to G&W Common Stockholders
Net income in the six months ended June 30, 2014 was $100.5 million, compared with net income in the six months ended June 30, 2013 of $147.8 million. Our basic EPS were $1.83 with 54.9 million weighted average shares outstanding in the six months ended June 30, 2014, compared with basic EPS of $2.75 with 52.9 million weighted average shares outstanding in the six months ended June 30, 2013. Our diluted EPS in the six months ended June 30, 2014 were $1.77 with 56.9 million weighted average shares outstanding, compared with diluted EPS of $2.60 with 56.6 million weighted average shares outstanding in the six months ended June 30, 2013. On February 13, 2013, we converted all of our outstanding Series A-1 Preferred Stock into 5,984,232 shares of our Class A common stock. The conversion resulted in an increase in our weighted average basic shares outstanding of 5,984,232 and 4,529,502 for the six months ended June 30, 2014 and 2013, respectively. Our results for the six months ended June 30, 2014 and 2013 included certain significant items as previously presented in the "Overview."
Segment Information
Our various railroad lines are organized into 11 operating regions. All of the regions have similar economic and other characteristics; however, we present our financial information as two reportable segments, North American & European Operations and Australian Operations.
The results of operations of our foreign entities are maintained in the respective local currency (the Australian dollar, the Canadian dollar and the Euro) and then translated into United States dollars at the applicable exchange rates for inclusion in our consolidated financial statements. As a result, any appreciation or depreciation of these currencies against the United States dollar can impact our results of operations.

36

Table of Contents

The following table sets forth our North American & European Operations and Australian Operations for the three months ended June 30, 2014 and 2013 (dollars in thousands): 
 
Three Months Ended June 30, 2014
 
Three Months Ended June 30, 2013
 
North
American &
European
Operations
 
Australian
Operations
 
Total
Operations
 
North
American &
European
Operations
 
Australian
Operations
 
Total
Operations
Operating revenues:
 
 
 
 
 
 
 
 
 
 
 
Freight
$
252,320

 
$
64,430

 
$
316,750

 
$
232,996

 
$
66,853

 
$
299,849

Non-freight
79,124

 
18,689

 
97,813

 
84,220

 
16,579

 
100,799

Total operating revenues
331,444

 
83,119

 
414,563

 
317,216

 
83,432

 
400,648

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Labor and benefits
97,625

 
18,931

 
116,556

 
92,088

 
17,693

 
109,781

Equipment rents
17,140

 
2,734

 
19,874

 
16,375

 
2,618

 
18,993

Purchased services
15,909

 
7,959

 
23,868

 
17,238

 
13,360

 
30,598

Depreciation and amortization
31,040

 
7,172

 
38,212

 
27,388

 
6,773

 
34,161

Diesel fuel used in operations
29,856

 
7,523

 
37,379

 
26,953

 
7,741

 
34,694

Casualties and insurance
10,512

 
2,240

 
12,752

 
7,774

 
2,269

 
10,043

Materials
17,927

 
1,398

 
19,325

 
22,151

 
633

 
22,784

Trackage rights
8,572

 
5,449

 
14,021

 
7,278

 
5,492

 
12,770

Net gain on sale of assets
(1,325
)
 
(44
)
 
(1,369
)
 
(661
)
 
(348
)
 
(1,009
)
Other expenses
19,660

 
4,176

 
23,836

 
18,510

 
1,906

 
20,416

Total operating expenses
246,916

 
57,538

 
304,454

 
235,094

 
58,137

 
293,231

Income from operations
$
84,528

 
$
25,581

 
$
110,109

 
$
82,122

 
$
25,295

 
$
107,417

Operating ratio
74.5
%
 
69.2
%
 
73.4
%
 
74.1
%
 
69.7
%
 
73.2
%
Interest expense
$
14,280

 
$
3,534

 
$
17,814

 
$
13,282

 
$
3,921

 
$
17,203

Interest income
$
192

 
$
49

 
$
241

 
$
915

 
$
35

 
$
950

Provision for income taxes
$
(26,007
)
 
$
(6,560
)
 
$
(32,567
)
 
$
(19,379
)
 
$
(5,839
)
 
$
(25,218
)
Carloads
451,493

 
58,138

 
509,631

 
417,106

 
63,873

 
480,979

Expenditures for additions to property & equipment, net of grants from outside parties
$
85,412

 
$
3,047

 
$
88,459

 
$
59,215

 
$
13,558

 
$
72,773

Revenues from our North American & European Operations were $331.4 million in the three months ended June 30, 2014, compared with $317.2 million in the three months ended June 30, 2013, an increase of $14.2 million, or 4.5%. The $14.2 million increase in revenues from our North American & European Operations consisted of a $19.3 million increase in freight revenues, partially offset by a $5.1 million decrease in non-freight revenues. The $19.3 million increase in freight revenues consisted of an increase of $14.4 million from existing operations and $4.9 million from new operations. The $14.4 million increase from existing operations was primarily related to increased demand for steam coal and increased agricultural products shipments in the United States. The $5.1 million decrease in non-freight revenues consisted of a $5.6 million decrease from existing operations, partially offset by a $0.5 million increase from new operations. The $5.6 million decrease from existing operations was primarily due to a decrease in low margin construction revenues at Atlas, partially offset by an increase in railcar switching resulting from a new customer in Europe.

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Operating expenses from our North American & European Operations were $246.9 million in the three months ended June 30, 2014, compared with $235.1 million in the three months ended June 30, 2013, an increase of $11.8 million, or 5.0%. The increase in operating expenses included $7.2 million from existing operations and $4.6 million from new operations. The $7.2 million increase in operating expenses from existing operations was primarily related to $4.7 million from labor and benefits expense, primarily as a result of an increase in the average number of employees and benefit increases for existing employees; a $3.4 million increase in depreciation and amortization expense, primarily related to capital expenditures in 2013 including new business development projects; a $2.2 million increase in the cost of diesel fuel used in operations, primarily resulting from increased average fuel prices and increased carloads; and an increase of $2.8 million in casualties and insurance expense, primarily resulting from two severe washouts, one in Canada during the spring thaw and one in the southeastern United States. These increases were partially offset by a $4.6 million decrease in materials expense, primarily due to a reduction in the level of construction projects at Atlas, and a decrease of $1.2 million primarily due to the depreciation of the Canadian dollar relative to the United States dollar. Our average number of employees increased for existing North American & European Operations primarily as a result of insourcing of our equipment maintenance activities in the midwestern United States and due to an increase in transportation employees as a result of higher traffic levels.
Revenues from our Australian Operations were $83.1 million in the three months ended June 30, 2014, compared with $83.4 million in the three months ended June 30, 2013, a decrease of $0.3 million, or 0.4%. The $0.3 million decrease in revenues consisted of a $2.4 million decrease in freight revenues, partially offset by a $2.1 million increase in non-freight revenues. The $2.4 million decrease in freight revenues consisted of $3.8 million due to the depreciation of the Australian dollar relative to the United States dollar and $6.4 million due to a 5,735, or 9.0%, carload decrease, partially offset by a $7.7 million increase due to a 12.2% increase in average freight revenues per carload. The decrease in carloads was primarily due to decreased shipments of gypsum, marble and grain. The increase in average freight revenues per carload was primarily driven by a change in mix of business. The increase in non-freight revenues was primarily attributable to an increase in railcar switching revenues due to higher narrow gauge iron ore shipments.
Operating expenses from our Australian Operations were $57.5 million in the three months ended June 30, 2014, compared with $58.1 million in the three months ended June 30, 2013, a decrease of $0.6 million, or 1.0%. The decrease in operating expenses included decreases of $4.7 million in purchased services expense due to the insourcing of equipment maintenance activities and $2.3 million due to the depreciation of the Australian dollar relative to the United States dollar, partially offset by an increase in labor and benefits, materials and other expenses all due to the insourcing of equipment maintenance activities.

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The following table sets forth our North American & European Operations and Australian Operations for the six months ended June 30, 2014 and 2013 (dollars in thousands): 
 
Six Months Ended June 30, 2014
 
Six Months Ended June 30, 2013
 
North
American &
European
Operations
 
Australian
Operations
 
Total
Operations
 
North
American &
European
Operations
 
Australian
Operations
 
Total
Operations
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Freight
$
481,307

 
$
123,177

 
$
604,484

 
$
453,842

 
$
127,111

 
$
580,953

Non-freight
150,124

 
36,234

 
186,358

 
162,469

 
32,176

 
194,645

Total revenues
631,431

 
159,411

 
790,842

 
616,311

 
159,287

 
775,598

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Labor and benefits
198,163

 
35,140

 
233,303

 
184,785

 
34,302

 
219,087

Equipment rents
33,910

 
5,022

 
38,932

 
32,468

 
5,233

 
37,701

Purchased services
31,537

 
20,141

 
51,678

 
34,343

 
25,650

 
59,993

Depreciation and amortization
61,619

 
14,234

 
75,853

 
54,799

 
13,585

 
68,384

Diesel fuel used in operations
64,590

 
14,724

 
79,314

 
58,561

 
15,318

 
73,879

Casualties and insurance
17,644

 
4,741

 
22,385

 
13,575

 
4,419

 
17,994

Materials
33,438

 
2,006

 
35,444

 
40,521

 
1,193

 
41,714

Trackage rights
15,329

 
10,958

 
26,287

 
13,996

 
9,631

 
23,627

Net gain on sale of assets
(2,045
)
 
(162
)
 
(2,207
)
 
(2,368
)
 
(348
)
 
(2,716
)
Other expenses
37,028

 
7,841

 
44,869

 
48,715

 
3,603

 
52,318

Total operating expenses
491,213

 
114,645

 
605,858

 
479,395

 
112,586

 
591,981

Income from operations
$
140,218

 
$
44,766

 
$
184,984

 
$
136,916

 
$
46,701

 
$
183,617

Operating ratio
77.8
%
 
71.9
%
 
76.6
%
 
77.8
%
 
70.7
%
 
76.3
%
Interest expense
$
23,725

 
$
7,730

 
$
31,455

 
$
29,093

 
$
8,230

 
$
37,323

Interest income
$
1,094

 
$
181

 
$
1,275

 
$
1,804

 
$
189

 
$
1,993

(Provision for)/benefit from income taxes
$
(44,464
)
 
$
(11,003
)
 
$
(55,467
)
 
$
10,670

 
$
(10,956
)
 
$
(286
)
Carloads
861,030

 
115,980

 
977,010

 
812,077

 
119,206

 
931,283

Expenditures for additions to property & equipment, net of grants from outside parties
$
139,397

 
$
7,880

 
147,277

 
$
73,926

 
$
32,400

 
$
106,326

Revenues from our North American & European Operations were $631.4 million in the six months ended June 30, 2014, compared with $616.3 million in the six months ended June 30, 2013, an increase of $15.1 million, or 2.5%. The $15.1 million increase in revenues from our North American & European Operations consisted of a $27.5 million increase in freight revenues, partially offset by a $12.3 million decrease in non-freight revenues. The $27.5 million increase in freight revenues consisted of an increase of $22.5 million from existing operations and $4.9 million from new operations. The $22.5 million increase from existing operations was primarily related to increased demand for steam coal in the midwestern United States and increased agricultural products shipments in North America. The $12.3 million decrease in non-freight revenues consisted of a $12.9 million decrease from existing operations, partially offset by a $0.5 million increase from new operations. The decrease from existing operations was primarily related to an $11.3 million decrease in low margin construction revenues at Atlas, partially offset by an increase in railcar switching resulting from a new customer in Europe.

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Operating expenses from our North American & European Operations were $491.2 million in the six months ended June 30, 2014, compared with $479.4 million in the six months ended June 30, 2013, an increase of $11.8 million, or 2.5%. The increase in operating expenses included $7.2 million from existing operations and $4.6 million from new operations. The $7.2 million increase in operating expenses from existing operations was primarily related to $13.3 million from labor and benefits expense, primarily as a result of an increase in the average number of employees, overtime expense and benefit increases for existing employees; a $6.9 million increase in depreciation and amortization expense, primarily related to capital expenditures in 2013 including new business development projects; a $5.3 million increase in the cost of diesel fuel used in operations primarily resulting from locomotives idling longer due to the colder winter weather and increased average fuel prices as well as an increase of $4.2 million in casualties and insurance expense, primarily resulting from three severe weather related incidents in North America. These increases were partially offset by an $11.8 million decrease in other expenses, a $7.4 million decrease in materials expense, primarily related to a reduction in the level of construction projects at Atlas, and a decrease of $2.9 million primarily due to the depreciation of the Canadian dollar relative to the United States dollar. Our average number of employees increased for existing North American & European Operations primarily as a result of insourcing our equipment maintenance activities in the midwestern United States and due to an increase in transportation employees as a result of higher traffic levels.
Revenues from our Australian Operations were $159.4 million in the six months ended June 30, 2014, compared with $159.3 million in the six months ended June 30, 2013, an increase of $0.1 million, or 0.1%. The slight increase in revenues included a $4.1 million increase in non-freight revenues, partially offset by a $3.9 million decrease in freight revenues. The $4.1 million increase in non-freight revenues was primarily attributable to an increase in railcar switching revenues due to higher narrow gauge iron ore shipments. The $3.9 million decrease in freight revenues consisted of $12.0 million due to the depreciation of the Australian dollar relative to the United States dollar and $3.4 million due to a 3,226, or 2.7%, carload decrease, partially offset by $11.5 million due to a 9.9% increase in average freight revenues per carload. The decrease in carloads was primarily due to decreased shipments of gypsum and marble, partially offset by an increase in shipments of iron ore and manganese. The increase in average freight revenues per carload was primarily due to a change in mix of business.
Operating expenses from our Australian Operations were $114.6 million in the six months ended June 30, 2014, compared with $112.6 million in the six months ended June 30, 2013, an increase of $2.1 million, or 1.8%. The increase in operating expenses included an increase in labor and benefits, due to the insourcing of equipment maintenance activities, an increase in trackage rights expense and an increase in depreciation and amortization expense primarily resulting from capital expenditures in 2013 including new business development projects. The increase was partially offset by a $9.3 million decrease in operating expenses resulting from the depreciation of the Australian dollar relative to the United States dollar and a decrease in purchased services due to the insourcing of equipment maintenance activities.
Liquidity and Capital Resources
During the six months ended June 30, 2014 and 2013, our cash flows from operating activities were $200.1 million and $152.7 million, respectively. For the six months ended June 30, 2014 and 2013, changes in working capital decreased net cash flows by $12.4 million and $57.4 million, respectively. The 2013 period included $9.6 million in cash paid for expenses related to the integration of RailAmerica.
During the six months ended June 30, 2014 and 2013, our cash flows used in investing activities were $363.3 million and $103.1 million, respectively. For the six months ended June 30, 2014, primary drivers of cash used in investing activities were $220.5 million of cash paid for acquisitions, predominately for RCP&E's acquisition, $174.9 million of cash used for capital expenditures, including $61.0 million for new business investments, partially offset by $27.6 million in cash received from grants from outside parties for capital spending, $3.4 million in cash proceeds from the sale of property and equipment and $1.2 million of insurance proceeds for the replacement of assets. For the six months ended June 30, 2013, primary drivers of cash used in investing activities were $112.3 million of cash used for capital expenditures, including new business investments of $25.1 million, partially offset by $6.0 million in cash received from grants from outside parties for capital spending and $3.2 million in cash proceeds from the sale of property and equipment.
During the six months ended June 30, 2014, our cash flows provided by financing activities were $133.9 million. During the six months ended June 30, 2013, our cash flows used in financing activities were $95.9 million. For the six months ended June 30, 2014, primary drivers of cash flows provided by financing activities were net proceeds of $126.3 million primarily related to the amendment to our Credit Agreement in May 2014 and net cash inflows of $7.6 million from exercises of stock-based awards. For the six months ended June 30, 2013, primary drivers of cash flows used in financing activities were a net decrease in outstanding debt of $99.0 million, $2.1 million of dividends paid to Series A-1 Preferred Stockholders and $1.9 million of fees paid to amend our Credit Agreement, partially offset by $7.1 million in net cash received from exercises of stock-based awards.

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At June 30, 2014, we had long-term debt, including current portion, totaling $1.8 billion, which was 43.7% of our total capitalization, and $577.5 million of unused borrowing capacity under our Credit Agreement. At December 31, 2013, we had long-term debt, including current portion, totaling $1.6 billion, which was 43.1% of our total capitalization.
Based on current expectations, we believe our cash and other liquid assets, anticipated future cash flows, availability under our Credit Agreement, access to debt and equity capital markets and sources of available financing will be sufficient to fund expected operating, capital and debt service requirements and other financial commitments for the foreseeable future.
Credit Facilities
On May 27, 2014, we entered into Amendment No. 2 to the Senior Secured Syndicated Credit Facility Agreement (Amendment No. 2), dated October 1, 2012, as amended by Amendment No. 1, dated March 28, 2013, pursuant to which our Senior Secured Syndicated Credit Facility Agreement was amended and restated (Amended and Restated Credit Agreement). The credit facilities under the Amended and Restated Credit Agreement are comprised of a $1,520.0 million United States term loan, an A$216.8 million (or $200.3 million at the exchange rate on May 27, 2014) Australian term loan and a $625.0 million revolving credit facility. Amendment No. 2 also extended the maturity date of each of our credit facilities to May 31, 2019. The revolving credit facility includes borrowing capacity for letters of credit and swingline loans.
The Amended and Restated Credit Agreement provides that borrowings under our revolving credit facility may be denominated in United States dollars, Australian dollars, Canadian dollars and Euros. At our election, at the time of entering into specific borrowings, interest on borrowings is calculated under a "Base Rate" or "LIBOR/BBSW Rate." LIBOR is the London Interbank Offered Rate. BBSW is the Bank Bill Swap Reference Rate within Australia, which we believe is generally considered the Australian equivalent to LIBOR. The applicable borrowing spread for the Base Rate loans will initially be 0.75% over the base rate, and, following our first quarterly compliance certificate will range from 0.0% to 1.0% depending upon our total leverage ratio. The applicable borrowing spread for LIBOR/BBSW Rate loans, will initially be 1.75% over the LIBOR or BBSW, and, following our first quarterly compliance certificate will range from 1.0% to 2.0% depending upon our total leverage ratio.
In addition to paying interest on any outstanding borrowings under the Amended and Restated Credit Agreement, we are required to pay a commitment fee related to the unutilized portion of the commitments under the revolving credit facility. The commitment fee rate will initially be 0.3%, and, following our first quarterly compliance certificate will range from 0.2% to 0.3% depending upon our total leverage ratio.
In connection with the Amended and Restated Credit Agreement, we wrote-off $4.7 million of unamortized deferred financing fees and capitalized an additional $3.6 million of new fees. Deferred financing costs are amortized as additional interest expense over the terms of the related debt using the effective-interest method for the term loan debt and the straight-line method for the revolving credit facility.
During the three months ended June 30, 2014, we made prepayments on our United States term loan of $30.0 million and prepayments on our Australian term loan of A$12.0 million (or $11.3 million at the exchange rate on June 30, 2014). As of June 30, 2014, we had outstanding term loans of $1,490.0 million with an interest rate of 1.90% and A$204.8 million (or $193.0 million at the exchange rate on June 30, 2014) with an interest rate of 4.46%.
The United States dollar-denominated and Australian dollar-denominated term loans will amortize in quarterly installments commencing with the quarter ending September 30, 2015, with the remaining principal balance payable upon maturity, as set forth below (dollars in thousands):
 
 
Quarterly Payment Date
 
Principal Amount of Each Quarterly Installment
United States:
 
September 30, 2015 through June 30, 2017
 
$
19,000

 
 
September 30, 2017 through March 31, 2019
 
$
38,000

 
 
Maturity date - May 31, 2019
 
$
1,072,000

 
 
 
 
 
Australia:
 
September 30, 2015 through June 30, 2017
 
A$
2,710

 
 
September 30, 2017 through March 31, 2019
 
A$
5,420

 
 
Maturity date - May 31, 2019
 
A$
145,180


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The revolving credit facility under the Amended and Restated Credit Agreement includes sub-limits for revolving loans denominated in various currencies, including as of June 30, 2014 (a) up to $275.0 million under the United States dollar-denominated portion of our revolving credit facility, (b) up to $200.0 million under the Australian dollar-denominated portion of our revolving credit facility, (c) up to $100.0 million under the Canadian dollar-denominated portion of our revolving credit facility and (d) up to $50.0 million under the Euro-denominated portion of our revolving credit facility, with the ability to reallocate commitments among the sub-limits, provided that the total amount of all Australian dollar, Canadian dollar and Euro sub-limits cannot exceed US$400.0 million. In addition, the existing swingline credit facility portion of our revolving credit facility available under the United States dollar-denominated revolving credit facility increased from $30.0 million to $50.0 million.
The Amended and Restated Credit Agreement contains a number of customary affirmative and negative covenants, which are substantially consistent with the terms of the credit agreement prior to giving effect to Amendment No. 2 under the Amended and Restated Credit Agreement with respect to which we must maintain compliance. Those covenants, among other things, limit or prohibit our ability, subject to certain exceptions, to incur additional indebtedness; create liens; make investments; pay dividends on capital stock or redeem, repurchase or retire capital stock; consolidate or merge or make acquisitions or dispose of assets; enter into sale and leaseback transactions; engage in any business unrelated to the business currently conducted by us; sell or issue capital stock of any of our restricted subsidiaries; change our fiscal year; enter into certain agreements containing negative pledges and upstream limitations and engage in certain transactions with affiliates. Under the Amended and Restated Credit Agreement, we may not have an interest coverage ratio less than 3.50 to 1.00 as of the last day of any fiscal quarter. Amendment No. 2 modified the leverage ratios. Under the Amended and Restated Credit Agreement, we may not exceed specified maximum total leverage ratios as described in the following table:
Period
 
Maximum Total Leverage Ratio
May 27, 2014 through June 30, 2015
 
4.25 to 1.00
July 1, 2015 through June 30, 2016
 
3.75 to 1.00
July 1, 2016 and May 31, 2019
 
3.50 to 1.00
As of June 30, 2014, we were in compliance with the covenants under our Amended and Restated Credit Agreement, including the maximum total leverage covenant noted above. As of June 30, 2014, our usage under our $625.0 million revolving credit facility consisted of $44.4 million in borrowings, $3.0 million in letter of credit guarantees and $577.5 million of unused borrowing capacity. As of June 30, 2014, we had outstanding revolving loans of $11.0 million in United States dollar-denominated borrowings with an interest rate of 1.90%, A$15.0 million in Australian dollar-denominated borrowings (or $14.1 million at the exchange rate on June 30, 2014) with an interest rate of 6.47%, C$14.0 million in Canadian dollar-denominated borrowings (or $13.1 million at the exchange rate on June 30, 2014) with an interest rate of 2.99% and €4.5 million in Euro-denominated borrowings (or $6.2 million at the exchange rate on June 30, 2014) with an interest rate of 1.83%.
Series A-1 Preferred Stock Converted into Common Stock on February 13, 2013
Pursuant to an investment agreement governing the sale of the Series A-1 Preferred Stock to affiliates of Carlyle Partners V, L.P. (Carlyle) in connection with the funding of the RailAmerica acquisition, on October 1, 2012, we completed the issuance of 350,000 shares of Series A-1 Preferred Stock at an issuance price of $1,000.00 per share for $349.4 million, net of issuance costs, to Carlyle. Dividends on the Series A-1 Preferred Stock were cumulative and payable quarterly in arrears in an amount equal to 5.00% per annum of the issuance price per share. Each share of the Series A-1 Preferred Stock was convertible at any time, at the option of the holder, into approximately 17.1 shares of Class A common stock, subject to customary conversion adjustments. The Series A-1 Preferred Stock was also mandatorily convertible into the relevant number of shares of Class A common stock on the second anniversary of the date of issuance, subject to the satisfaction of certain conditions. Furthermore, we had the ability to convert some or all of the Series A-1 Preferred Stock prior to the second anniversary of the date of issue of the Series A-1 Preferred Stock if the closing price of our Class A common stock on the New York Stock Exchange exceeded 130% of the conversion price (or $76.03) for 30 consecutive trading days, subject to the satisfaction of certain conditions. The conversion price of the Series A-1 Preferred Stock was set at approximately $58.49, which was a 4.5% premium to our stock price prior to the announcement of the RailAmerica acquisition.
As of February 12, 2013, the closing price of our Class A common stock had exceeded $76.03 for 30 consecutive trading days. On February 13, 2013, we converted all of the outstanding Series A-1 Preferred Stock issued to Carlyle in conjunction with the RailAmerica acquisition into 5,984,232 shares of our Class A common stock. On the conversion date, we also paid to Carlyle cash in lieu of fractional shares and all accrued and unpaid dividends on the Series A-1 Preferred Stock totaling $2.1 million.

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2014 Budgeted Capital Expenditures
During the six months ended June 30, 2014, we incurred $163.2 million in aggregate capital expenditures, of which we paid $135.4 million in cash and accrued $27.8 million in accounts payable as of June 30, 2014. We expect to receive $19.7 million in grants from outside parties related to this year-to-date activity, which was included in outstanding grant receivables from outside parties as of June 30, 2014.
Cash of $174.9 million paid for purchases of property and equipment during the six months ended June 30, 2014 consisted of $135.4 million for 2014 capital projects and $39.5 million related to capital expenditures accrued in 2013. Grant proceeds during the six months ended June 30, 2014 consisted of $15.2 million for grants related to 2014 capital expenditures and $12.5 million for grants related to our capital expenditures from prior years.
Accordingly, capital expenditures for the six months ended June 30, 2014, as compared with our 2014 full year budgeted capital expenditures can be summarized as follows (dollars in thousands): 
 
 
2014 Budgeted
 
Actual for the
 
 
Capital
 
Six Months Ended
 
 
Expenditures
 
June 30, 2014
Track and equipment improvements, self-funded
 
$
199,000

 
$
79,452

Track and equipment improvements, subject to third party funding
 
73,000

 
22,799

New business development
 
53,000

 
60,984

Grants from outside parties
 
(58,000
)
 
(19,667
)
Net capital expenditures
 
$
267,000

 
$
143,568

We periodically receive grants for the upgrade and construction of rail lines and the upgrade of locomotives from federal, provincial, state and local agencies and other outside parties in the United States, Canada and Australia. These grants typically reimburse us for 50% to 100% of the actual cost of specific projects.
Off-Balance Sheet Arrangements
An off-balance sheet arrangement includes any contractual obligation, agreement or transaction involving an unconsolidated entity under which we (1) have made guarantees, (2) have a retained or contingent interest in transferred assets, or a similar arrangement, that serves as credit, liquidity or market risk support to that entity for such assets, (3) have an obligation under certain derivative instruments or (4) have any obligation arising out of a material variable interest in such an entity that provides financing, liquidity, market risk or credit risk support to us, or that engages in leasing or hedging services with us. Our off-balance sheet arrangements as of December 31, 2013 consisted of operating lease obligations. There were no material changes in our off-balance sheet arrangements during the six months ended June 30, 2014.
Impact of Foreign Currencies on Operating Revenues and Expenses
When comparing the effects of average foreign currency exchange rates on operating revenues during the three and six months ended June 30, 2014 with the three and six months ended June 30, 2013, foreign currency translation had a negative impact on our consolidated operating revenues due to the weakening of the Australian and Canadian dollars relative to the United States dollar in the three and six months ended June 30, 2014. Currency effects related to operating revenues and expenses are presented within the discussion of these respective items included within this Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Except as disclosed below, during the six months ended June 30, 2014, there were no material changes to the Quantitative and Qualitative Disclosures About Market Risk previously disclosed in our 2013 Annual Report on Form 10-K.

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On May 23, 2014, the non-functional currency intercompany loan between the United States and Australian entities was repaid and we terminated the two outstanding two-year Australian dollar/United States dollar floating to floating cross-currency swap agreements (Swaps) which were effective December 3, 2012. In connection with the termination, we paid A$105 million and received $108.9 million, net of our quarterly settlement payments of $0.6 million. The Swaps required us to pay Australian dollar Bank Bill Swap Reference Rate (BBSW) plus 3.25% based on a notional amount of A$105 million and allowed us to receive United States London Interbank Offered Rate (LIBOR) plus 2.82% based on a notional amount of $109.6 million on a quarterly basis. BBSW is the wholesale interbank reference rate within Australia, which we believe is generally considered the Australian equivalent to LIBOR. As a result of the quarterly net settlement payments, we realized a net expense of $0.6 million and $1.2 million within interest expense for the three and six months ended June 30, 2014, respectively and $0.7 million and $1.5 million for the three and six months ended June 30, 2013, respectively. In addition, we recognized a net expense of $0.3 million and $0.1 million within other income/(loss), net related to the settlement of the derivative agreement and the underlying intercompany debt instrument to the exchange rate for the three and six months ended June 30, 2014, respectively.
The following table summarizes the fair value of our derivative instruments recorded in the consolidated balance sheets as of June 30, 2014 and December 31, 2013 (dollars in thousands):
 
 
 
Fair Value
 
Balance Sheet Location
 
June 30, 2014
 
December 31, 2013
Asset Derivatives:
 
 
 
 
 
Derivatives designated as hedges:
 
 
 
 
 
Interest rate swap agreements
Other assets, net
 
$
15,686

 
$
36,987

Derivatives not designated as hedges:
 
 
 
 
 
Cross-currency swap agreement
Prepaid expenses and other
 
$

 
$
16,056

 
 
 
 
 
 
Liability Derivatives:
 
 
 
 
 
Derivatives designated as hedges:
 
 
 
 
 
Interest rate swap agreements
Accrued expenses
 
$
2,781

 
$
1,601

Interest rate swap agreements
Other long-term liabilities
 
724

 
838

Total liability derivatives designated as hedges
 
 
$
3,505

 
$
2,439

ITEM 4.
CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures — We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2014. Based upon that evaluation and subject to the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2014, the disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Internal Control Over Financial Reporting — During the three months ended June 30, 2014, there were no changes in our internal control over financial reporting (as the term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Table of Contents

PART II - OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS.
From time to time, we are a defendant in certain lawsuits resulting from our operations in the ordinary course. Management believes there are adequate provisions in the financial statements for any probable liabilities that may result from disposition of the pending lawsuits. Based upon currently available information, we do not believe it is reasonably possible that any such lawsuit or related lawsuits would be material to our results of operations or have a material adverse effect on our financial position or liquidity.
ITEM 1A.
RISK FACTORS.
For a discussion of our potential risks or uncertainties, please see Risk Factors in Part I, Item 1A of the Company's 2013 Annual Report on Form 10-K filed with the Securities and Exchange Commission. There have been no material changes to the risk factors disclosed in Part I, Item 1A of our 2013 Annual Report on Form 10-K.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
There were no unregistered sales of equity securities for the period covered by this Quarterly Report on Form 10-Q.
Issuer Purchases of Equity Securities
Period in 2014
(a) Total Number of
Shares (or Units)
Purchased (1)
 
(b) Average
Price Paid
per Share
(or Unit)
 
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
 
(d) Maximum Number
of Shares (or Units)
that May Yet Be
Purchased Under the
Plans or Programs
April 1 to April 30
331

 
$
95.16

 

 

May 1 to May 31
229

 
$
94.80

 

 

June 1 to June 30
1,302

 
$
97.35

 

 

Total
1,862

 
$
96.65

 

 

(1)
The 1,862 shares acquired in the three months ended June 30, 2014 represent common stock acquired by us from our employees who surrendered shares in lieu of cash either to fund their exercise of stock options or to pay taxes on equity awards granted under our Second Amended and Restated 2004 Omnibus Plan.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES.
NONE
ITEM 4.
MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5.
OTHER INFORMATION.
NONE
ITEM 6.
EXHIBITS.
For a list of exhibits, see INDEX TO EXHIBITS following the signature page to this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
GENESEE & WYOMING INC.
 
 
 
 
Date:
August 6, 2014
By:
/S/    TIMOTHY J. GALLAGHER        
 
 
Name:
Timothy J. Gallagher
 
 
Title:
Chief Financial Officer
(Principal Financial Officer)
 
 
 
 
Date:
August 6, 2014
By:
/S/    CHRISTOPHER F. LIUCCI        
 
 
Name:
Christopher F. Liucci
 
 
Title:
Chief Accounting Officer
(Principal Accounting Officer)


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Table of Contents

INDEX TO EXHIBITS
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure, other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
Exhibit
No.
 
Description of Exhibits
3.1

 
Certificate of Elimination of Mandatorily Convertible Perpetual Preferred Stock, Series A-1 of Genesee & Wyoming Inc., dated as of May 27, 2014, is incorporated herein by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on May 30, 2014 (File No. 001-31456)
 
 
 
10.1

 
Amendment No. 2, dated as of May 27, 2014, to the Senior Secured Syndicated Facility Agreement, dated as of October 1, 2012, among Genesee & Wyoming Inc., RP Acquisition Company Two, Quebec Gatineau Railway Inc., Genesee & Wyoming Australia Pty Ltd, Rotterdam Rail Feeding B.V., Bank of America, N.A., as administrative agent, and the agents, lenders and guarantors party thereto from time to time, is incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 30, 2014 (File No. 001-31456)
 
 
 
*10.2

 
Form of Restricted Stock Award Notice for Directors under the Second Amended and Restated Omnibus Plan
 
 
 
*10.3

 
Form of Restricted Stock Unit Award Notice for Directors under the Second Amended and Restated Omnibus Plan
 
 
 
*10.4

 
Form of Restricted Stock Award Notice under the Second Amended and Restated Omnibus Plan
 
 
 
*10.5

 
Form of Option Award Notice under the Second Amended and Restated Omnibus Plan
 
 
 
*10.6

 
Form of Performance-Based Restricted Stock Unit Award Notice under the Second Amended and Restated Omnibus Plan
 
 
 
*10.7

 
Form of Restricted Stock Award Notice for CEO under the Second Amended and Restated Omnibus Plan
 
 
 
*10.8

 
Form of Option Award Notice for CEO under the Second Amended and Restated Omnibus Plan
 
 
 
*10.9

 
Form of Performance-Based Restricted Stock Unit Award Notice for CEO under the Second Amended and Restated Omnibus Plan
 
 
 
*31.1

 
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
 
 
 
*31.2

 
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
 
 
 
*32.1

 
Section 1350 Certification
 
 
 
*101

 
The following financial information from Genesee & Wyoming Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, formatted in XBRL includes: (i) Consolidated Balance Sheets at June 30, 2014 and December 31, 2013, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2014 and 2013, (iii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2014 and 2013, (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013 and (v) the Notes to Consolidated Financial Statements.

* Exhibits filed or furnished with this Report, as applicable.

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