Document
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, 2017
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 Number 001-31456
_________________________________________________________________
GENESEE & WYOMING INC.
(Exact name of registrant as specified in its charter)
__________________________________________________________________
Delaware
 gwlogoa10.jpg
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, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth 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
 
 
 
 
Emerging growth company
 
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 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 2, 2017:
Class
 
Number of Shares Outstanding
Class A Common Stock
 
61,608,828
Class B Common Stock
 
728,138
 


Table of Contents

51.1
INDEX
 
 
Page
 
 
 
 
 
 
 
Part I
 
 
 
Item 1.
 
 
 
 
 
 
 
 

 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Part II
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 
 

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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. The term carload represents physical railcars and the estimated railcar equivalents of commodities transported by metric ton or other measure, as well as intermodal units.
From time to time, we may use our website as a channel of distribution of material company information. Financial and other material information regarding the Company is routinely posted on and accessible at www.gwrr.com/investors. In addition, you may automatically receive email alerts and other information about us by enrolling your email address in the "Email Alerts" section of www.gwrr.com/investors. The information contained on or connected to our Internet website is not deemed to be incorporated by reference in this Quarterly Report or filed with the SEC.    
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," "could," "should," "seeks," "expects," "will," "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 related to the operation of our railroads; severe weather conditions and other natural occurrences that could result in shutdowns, derailments, railroad network and port congestion or other substantial disruption of operations; customer demand and changes in our operations or loss of important customers; exposure to the credit risk of customers and counterparties; changes in commodity prices; consummation of acquisitions; economic, political and industry conditions, including employee strikes or work stoppages; retention and contract continuation; legislative and regulatory developments, including changes in environmental and other laws and regulations to which we or our customers 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 and outcome of various legal claims, lawsuits and arbitrations; increase in, or volatility associated with, expenses related to estimated claims, self-insured retention amounts and insurance coverage limits; consummation of new business opportunities; decrease in revenues and/or increase in costs and expenses; susceptibility to the risks of doing business in foreign countries; uncertainties arising from a referendum in which voters in the United Kingdom (U.K.) approved an exit from the European Union (E.U.), commonly referred to as Brexit; our ability to integrate acquired businesses successfully or to realize the expected synergies associated with acquisitions; risks associated with our substantial indebtedness; failure to maintain satisfactory working relationships with partners in Australia; failure to maintain an effective system of internal control over financial reporting as well as disclosure controls and procedures 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 2016 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 do not undertake, and expressly disclaim, any duty to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

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PART I - FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS.
GENESEE & WYOMING INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2017 and DECEMBER 31, 2016 (Unaudited)
(dollars in thousands, except per share and share amounts)
 
June 30,
2017
 
December 31,
2016
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
83,743

 
$
32,319

Accounts receivable, net
379,939

 
363,923

Materials and supplies
60,438

 
43,621

Prepaid expenses and other
37,131

 
45,475

Total current assets
561,251

 
485,338

PROPERTY AND EQUIPMENT, net
4,590,740

 
4,503,319

GOODWILL
1,176,181

 
1,125,596

INTANGIBLE ASSETS, net
1,564,542

 
1,472,376

DEFERRED INCOME TAX ASSETS, net
2,772

 
2,671

OTHER ASSETS, net
40,444

 
45,658

Total assets
$
7,935,930

 
$
7,634,958

LIABILITIES AND EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Current portion of long-term debt
$
34,663

 
$
52,538

Accounts payable
255,097

 
266,867

Accrued expenses
155,645

 
159,705

Total current liabilities
445,405

 
479,110

LONG-TERM DEBT, less current portion
2,398,070

 
2,306,915

DEFERRED INCOME TAX LIABILITIES, net
1,228,393

 
1,162,221

DEFERRED ITEMS - grants from outside parties
308,946

 
301,383

OTHER LONG-TERM LIABILITIES
216,546

 
198,208

COMMITMENTS AND CONTINGENCIES


 


EQUITY:
 
 
 
Class A Common Stock, $0.01 par value, one vote per share; 180,000,000 shares authorized at June 30, 2017 and December 31, 2016; 74,450,843 and 74,162,972 shares issued and 61,606,737 and 61,362,665 shares outstanding (net of 12,844,106 and 12,800,307 shares in treasury) on June 30, 2017 and December 31, 2016, respectively
745

 
742

Class B Common Stock, $0.01 par value, ten votes per share; 30,000,000 shares authorized at June 30, 2017 and December 31, 2016; 728,138 and 758,138 shares issued and outstanding on June 30, 2017 and December 31, 2016, respectively
7

 
8

Additional paid-in capital
1,666,147

 
1,651,703

Retained earnings
1,758,058

 
1,685,813

Accumulated other comprehensive loss
(159,460
)
 
(211,336
)
Treasury stock, at cost
(235,602
)
 
(232,348
)
Total Genesee & Wyoming Inc. stockholders' equity
3,029,895

 
2,894,582

Noncontrolling interest
308,675

 
292,539

Total equity
3,338,570

 
3,187,121

Total liabilities and equity
$
7,935,930

 
$
7,634,958

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, 2017 and 2016 (Unaudited)
(in thousands, except per share amounts)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2017
 
2016
 
2017
 
2016
OPERATING REVENUES
$
540,433

 
$
501,375

 
$
1,059,541

 
$
983,991

OPERATING EXPENSES:
 
 
 
 
 
 
 
Labor and benefits
162,615

 
155,948

 
328,199

 
319,062

Equipment rents
33,237

 
38,426

 
67,108

 
76,856

Purchased services
56,795

 
51,632

 
107,796

 
98,134

Depreciation and amortization
61,513

 
50,924

 
122,287

 
100,254

Diesel fuel used in train operations
33,030

 
28,251

 
71,183

 
53,717

Electricity used in train operations
2,134

 
3,304

 
5,307

 
6,669

Casualties and insurance
10,179

 
9,442

 
22,722

 
19,562

Materials
26,651

 
21,393

 
47,197

 
42,984

Trackage rights
21,797

 
21,152

 
44,020

 
41,728

Net (gain)/loss on sale and impairment of assets
(354
)
 
(308
)
 
(781
)
 
12,517

Restructuring costs
2,361

 
4,970

 
6,116

 
6,097

Other expenses
29,135

 
29,047

 
59,593

 
62,221

Total operating expenses
439,093

 
414,181

 
880,747

 
839,801

OPERATING INCOME
101,340

 
87,194

 
178,794

 
144,190

Interest income
581

 
336

 
808

 
411

Interest expense
(25,785
)
 
(17,741
)
 
(52,150
)
 
(35,716
)
Other income/(loss), net
1,589

 
722

 
(510
)
 
1,453

Income before income taxes
77,725

 
70,511

 
126,942

 
110,338

Provision for income taxes
(29,597
)
 
(22,112
)
 
(51,525
)
 
(34,920
)
Net income
$
48,128

 
$
48,399

 
$
75,417

 
$
75,418

Less: Net income attributable to noncontrolling interest
2,121

 

 
3,172

 

Net income attributable to Genesee & Wyoming Inc.

$
46,007

 
$
48,399

 
$
72,245

 
$
75,418

Basic earnings per common share attributable to Genesee & Wyoming Inc. common stockholders:
$
0.75

 
$
0.85

 
$
1.18

 
$
1.32

Weighted average shares - Basic
61,551

 
57,187

 
61,472

 
57,106

Diluted earnings per common share attributable to Genesee & Wyoming Inc. common stockholders:
$
0.74

 
$
0.83

 
$
1.16

 
$
1.30

Weighted average shares - Diluted
62,415

 
58,117

 
62,371

 
58,036

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

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GENESEE & WYOMING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2017 and 2016 (Unaudited)
(dollars in thousands)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2017
 
2016
 
2017
 
2016
NET INCOME
$
48,128

 
$
48,399

 
$
75,417

 
$
75,418

OTHER COMPREHENSIVE INCOME:
 
 
 
 
 
 
 
Foreign currency translation adjustment
30,899

 
(32,611
)
 
67,152

 
(1,491
)
Net unrealized loss on qualifying cash flow hedges, net of tax benefit/(provision) of $360, $4,537, ($264) and $10,824 respectively
(604
)
 
(6,806
)
 
(98
)
 
(16,237
)
Changes in pension and other postretirement benefits, net of tax benefit/(provision) of $458, ($271), $907 and ($791), respectively
(1,294
)
 
1,000

 
(2,187
)
 
2,924

Other comprehensive income/(loss)
29,001

 
(38,417
)
 
64,867

 
(14,804
)
COMPREHENSIVE INCOME
$
77,129

 
$
9,982

 
$
140,284

 
$
60,614

Less: Comprehensive income attributable to noncontrolling interest
3,078

 

 
16,163

 

COMPREHENSIVE INCOME ATTRIBUTABLE TO GENESEE & WYOMING INC.
$
74,051

 
$
9,982

 
$
124,121

 
$
60,614

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, 2017 and 2016 (Unaudited)
(dollars in thousands)
 
Six Months Ended
 
June 30,
 
2017
 
2016
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income
$
75,417

 
$
75,418

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
122,287

 
100,254

Stock-based compensation
8,857

 
9,525

Deferred income taxes
34,320

 
16,336

Net (gain)/loss on sale and impairment of assets
(781
)
 
12,517

Changes in assets and liabilities which provided/(used) cash, net of effect of acquisitions:
 
 
 
Accounts receivable, net
10,066

 
(11,472
)
Materials and supplies
2,198

 
(1,071
)
Prepaid expenses and other
14,617

 
(2,078
)
Accounts payable and accrued expenses
(48,282
)
 
(46,236
)
Other assets and liabilities, net
5,627

 
8,808

Net cash provided by operating activities
224,326

 
162,001

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchase of property and equipment
(91,498
)
 
(113,321
)
Grant proceeds from outside parties
11,630

 
25,990

Cash paid for acquisitions, net of cash acquired
(102,655
)
 

Proceeds from the sale of investment
2,100

 

Insurance proceeds for the replacement of assets
1,406

 
7,741

Proceeds from disposition of property and equipment
3,280

 
1,458

Net cash used in investing activities
(175,737
)
 
(78,132
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Principal payments on revolving line-of-credit, long-term debt and capital lease obligations
(322,446
)
 
(311,930
)
Proceeds from revolving line-of-credit and long-term borrowings
320,191

 
215,434

Proceeds from employee stock purchases
4,962

 
3,135

Treasury stock purchases
(3,254
)
 
(2,593
)
Net cash used in financing activities
(547
)
 
(95,954
)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
3,382

 
1,115

INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
51,424

 
(10,970
)
CASH AND CASH EQUIVALENTS, beginning of period
32,319

 
35,941

CASH AND CASH EQUIVALENTS, end of period
$
83,743

 
$
24,971

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, 2017 and 2016 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 2016 was derived from the audited financial statements in the Company's 2016 Annual Report on Form 10-K, but does not include all disclosures required by U.S. GAAP.
The results of operations of the foreign entities are maintained in the local currency of the respective subsidiary and 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.
The interim consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2016 included in the Company's 2016 Annual Report on Form 10-K. Certain reclassifications have been made to prior period balances to conform to the current year presentation, including changes to the statement of cash flows from the adoption of the Accounting Standards Update (ASU) noted below.
In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-09, Compensation—Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based compensation arrangements, including the accounting for income taxes, forfeitures, statutory tax withholding requirements, as well as classification of related amounts within the statement of cash flows. The Company elected to account for forfeitures as they occur and elected the retrospective transition method in regards to the classification of tax-related cash flows from stock-based payments. The amendment became effective for the Company on January 1, 2017 and did not have a material impact on the consolidated financial statements for the three and six months ended June 30, 2017.
When comparing the Company's results of 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, fluctuations in commodity prices, competitive forces, changes in foreign currency exchange rates, rail network congestion, one-time freight moves, fuel price fluctuations, customer plant expansions and shutdowns, sales of property and equipment, derailments and weather-related conditions, such as hurricanes, cyclones, tornadoes, high winds, droughts, heavy snowfall, unseasonably hot or cold weather, freezing and flooding, among other factors. 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 commodity shipments that are sensitive to general economic conditions, global commodity prices and foreign exchange rates, such as steel products, iron ore, paper products, lumber and forest products and agricultural products, as well as product specific market conditions, such as the availability of lower priced alternative sources of power generation (coal) and energy commodity price differentials (crude oil and natural gas liquids) or congestion at deep seaports (intermodal). 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 the Company's results of operations in other reporting periods.
2. CHANGES IN OPERATIONS:
North American Operations
Heart of Georgia Railroad, Inc.: On May 31, 2017, the Company completed the acquisition of the outstanding shares of Atlantic Western Transportation, Inc., parent company of Heart of Georgia Railroad, Inc. (HOG), for $5.6 million in cash and contingent consideration valued at $5.7 million. The contingent consideration is payable to the sellers upon satisfaction of certain conditions, which the Company expects to be paid in 2021. The results of operations from HOG have been included in the Company's consolidated statement of operations within the Company's North American Operations segment since the acquisition date.

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

HOG was founded in 1999 and operates 219 miles of track that runs across the State of Georgia. The track is leased from the Georgia Department of Transportation. It connects with the Company’s Georgia Southwestern Railroad at Americus, Georgia, and with the Company’s Georgia Central Railway at Vidalia, Georgia. HOG serves an inland intermodal terminal at Cordele, Georgia, providing five days per week, direct rail service via the Georgia Central Railway to the Port of Savannah for auto, agricultural products and other merchandise customers. HOG has Class I railroad connections with CSX Corp. at Cordele and with Norfolk Southern at Americus and Helena, Georgia. HOG transports approximately 10,000 annual carloads of agricultural products, feed, fertilizer, and lumber and forest products, of which approximately 2,000 carloads are interchanged with the Company’s Georgia Central Railway.
Providence and Worcester Railroad Company: On November 1, 2016, the Company completed the acquisition of 100% of the outstanding common stock of Providence and Worcester Railroad Company (P&W) for $25.00 per share, or $126.2 million. The Company funded the acquisition with borrowings under the Company's Second Amended and Restated Senior Secured Syndicated Credit Facility Agreement, as amended (the Credit Agreement) (see Note 6, Long-Term Debt). The results of operations from P&W have been included in the Company's consolidated statement of operations within the Company's North American Operations segment since the acquisition date. The Company incurred $2.8 million of integration costs associated with P&W during the six months ended June 30, 2017, of which $2.4 million was included within labor and benefits expense primarily for severance costs and $0.4 million was included within other expenses in the Company's consolidated statement of operations.
P&W is headquartered in Worcester, Massachusetts, and operates in Rhode Island, Massachusetts, Connecticut and New York. P&W is contiguous with the Company’s New England Central Railroad (NECR) and Connecticut Southern Railroad (CSO). As of the acquisition date, rail service was provided by approximately 130 P&W employees with 32 locomotives across 163 miles of owned track and over approximately 350 track miles under track access agreements. P&W has exclusive freight access over Amtrak’s Northeast Corridor between New Haven, Connecticut, and Providence, Rhode Island, and track rights over Metro-North Commuter Railroad, Amtrak and CSX Corp. between New Haven, Connecticut, and Queens, New York. P&W interchanges with the Company’s NECR and CSO railroads, as well as with CSX Corp., Norfolk Southern, Pan Am Railways, Pan Am Southern, the Housatonic Railroad and the New York and Atlantic Railroad, and also connects to Canadian National and Canadian Pacific via NECR.
P&W serves a diverse mix of aggregates, auto, chemicals, metals and lumber customers in southeastern New England, handling approximately 44,000 carloads and intermodal units annually. In addition, P&W provides rail service to three ports (Providence, Davisville and New Haven) and to a United States Customs bonded intermodal terminal in Worcester, Massachusetts, that receives inbound intermodal containers for distribution in New England.
The Company accounted for the acquisition as a business combination using the acquisition method of accounting under U.S. GAAP. The acquired assets and liabilities of P&W were recorded at their acquisition-date fair values and were consolidated with those of the Company as of the acquisition date. The following acquisition-date fair values were assigned to the acquired net assets (dollars in thousands). The $27.9 million of fair value assigned to goodwill will not be deductible for tax purposes.
 
Amount
Cash and cash equivalents
$
1,529

Accounts receivable
4,011

Materials and supplies
1,048

Prepaid expenses and other
648

Property and equipment
129,473

Goodwill
27,938

Total Assets
164,647

Accounts payable and accrued expenses
9,759

Deferred income tax liabilities, net
27,464

Other long-term liabilities
1,273

Net assets
$
126,151


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

Australian Operations
Glencore Rail (NSW) Pty Limited: On December 1, 2016, a subsidiary of the Company completed the acquisition of Glencore Rail (NSW) Pty Limited (GRail) for A$1.14 billion (or approximately $844.9 million at an exchange rate of $0.74 for one Australian dollar) and concurrently issued a 48.9% equity stake in G&W Australia Holdings LP (GWAHLP) (collectively, the Australia Partnership), which is the holding entity for all of the Company’s Australian businesses, including GRail, to Macquarie Infrastructure and Real Assets (MIRA), a large private-equity infrastructure investment firm. The Company, through wholly-owned subsidiaries, retained a 51.1% ownership in GWAHLP. As the Company maintained control of its Australian Operations, it continues to consolidate 100% of the Company's Australian Operations in its financial statements and reports a noncontrolling interest for MIRA’s 48.9% equity ownership. The acquisition of GRail was funded through a combination of third-party debt and contributions from the Company and MIRA in the form of equity and partner loans.
The Company and MIRA contributed a combined A$1.3 billion in the form of cash, partner loans and contributed equity, and the Company's recently established subsidiary, GWI Acquisitions Pty Ltd (GWIA), entered into a five-year A$690 million senior secured term loan facility that is non-recourse to the Company and to MIRA. The proceeds were used to acquire GRail for A$1.14 billion, repay Genesee & Wyoming Australia’s (GWA) existing A$250 million term loan (under the Company’s credit facility) and pay A$19.8 million in debt issuance costs and A$13.2 million of acquisition-related costs (collectively the GRail Transactions). The foreign exchange rate used to translate the transaction amounts to United States dollars (USD) was $0.74 for one Australian dollar (AUD).
GRail’s coal haulage business was established in 2010 as an alternative rail service provider to the incumbent railroads in the Hunter Valley and has grown to be the third largest coal haulage business in Australia. The Company’s Freightliner Australia subsidiary (acquired by the Company in March 2015) has been the rail operator of GRail since inception and presently provides haulage and logistics services for approximately 40 million tonnes per year of steam coal that is among the lowest cost and highest quality coal in the world sold principally to customers in Japan, Korea and Taiwan. These services have continued following the GRail transaction.
    In conjunction with the GRail acquisition, the Company entered into a 20-year rail haulage contract with the seller, Glencore Coal Pty Limited (GC), to exclusively haul all coal produced at GC’s existing mines in the Hunter Valley to the Port of Newcastle. The contract has minimum guaranteed volumes over the first 18 years.
The GRail transaction included the acquisition of nine train sets (30 locomotives and 894 railcars). Rail haulage service is operated on government-owned, open-access track that is coordinated by a neutral third party. Track access fees will continue to be paid directly by GC.
The Company paid GC, the seller of GRail, A$1.14 billion in cash at closing and received A$3.8 million (or $2.9 million at the exchange rate on the date the cash was received) from the seller for the final working capital adjustment during the three months ended March 31, 2017. The Company accounted for the acquisition as a business combination using the acquisition method of accounting under U.S. GAAP. The acquired assets and liabilities of GRail were recorded at their acquisition-date fair values and were consolidated with those of the Company as of the acquisition date. The foreign exchange rate used to translate the balance sheet to United States dollars was $0.74 for one Australian dollar, the exchange rate on December 1, 2016. The results of operations from GRail have been included in the Company's consolidated statement of operations since the December 1, 2016 acquisition date within the Company's Australian Operations segment.
The following acquisition-date fair values were assigned to the acquired net assets (amounts in thousands):
 
 
AUD
 
USD
Accounts receivable
 
A$
1,556

 
$
1,153

Materials and supplies
 
411

 
305

Property and equipment
 
279,592

 
207,206

Goodwill
 
415,959

 
308,267

Intangible assets
 
635,000

 
470,599

Total assets
 
1,332,518

 
987,530

Accounts payable and accrued expenses
 
5,796

 
4,296

Deferred income tax liabilities, net
 
190,551

 
141,217

Net assets
 
A$
1,136,171

 
$
842,017


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The A$635.0 million (or $470.6 million at the exchange rate on December 1, 2016) of fair value assigned to intangible assets relates to an amortizable customer contract associated with the 20-year take-or-pay rail haulage contract with GC. The A$416.0 million (or $308.3 million at the exchange rate on December 1, 2016) of fair value assigned to goodwill will not be deductible for tax purposes.
Pro Forma Financial Results (Unaudited)
The following table summarizes the Company's unaudited pro forma operating results for the six months ended June 30, 2016 as if the GRail Transactions had been consummated as of January 1, 2015. As such, these results include pro forma results from the GRail Transactions for the period from January 1, 2016 through June 30, 2016. The following pro forma financial information does not include the impact of any costs to integrate the operations or the impact of derivative instruments that the Company has entered into or may enter into to mitigate foreign currency or interest rate risk (dollars in thousands, except per share amounts):
 
 
Six Months Ended June 30, 2016
Operating revenues
 
$
1,011,874

Net income attributable to Genesee & Wyoming Inc.
 
$
69,821

Basic earnings per common share
 
$
1.22

Diluted earnings per common share
 
$
1.20

The unaudited pro forma operating results included the acquisition of GRail adjusted, net of tax, for depreciation and amortization expense resulting from the determination of fair values of the acquired property and equipment and amortizable intangible asset, the inclusion of interest expense related to borrowings used to fund the acquisition, the amortization of debt issuance costs related to the Australian Credit Agreement, noncontrolling interest related to MIRA's 48.9% ownership and the elimination of Australia's interest expense related to debt under the Credit Agreement. Prior to the GRail acquisition, the Company's Australian subsidiary, Freightliner Australia Pty Ltd (FLA), provided rail operator services to GRail, which has been eliminated in the pro forma financial results.
The unaudited pro forma operating results for the six months ended June 30, 2016 were based on the Company's consolidated statement of operations and GRail's historical operating results for the six months ended June 30, 2016. The foreign exchange rate used to translate GRail's 2016 historical operating results to United States dollars was $0.73 for one Australian dollar (which was calculated based on the weighted average monthly exchange rates for the first six months of 2016).
The pro forma financial information does not purport to be indicative of the results that actually would have been obtained had the GRail Transactions been completed as of January 1, 2015 and for the periods presented and are not intended to be a projection of future results or trends.
Arrium Limited: Between 2011 and 2014, GWA invested a total of $78 million to purchase locomotives and railcars, as well as to construct a standard gauge rolling-stock maintenance facility to support iron ore shipments from Arrium's Southern Iron mine and Whyalla-based operations, which include the Middleback Range iron ore mines and the Whyalla steelworks. Arrium mothballed its Southern Iron mine in April 2015, citing the significant decline in the price of iron ore, while the mines in the Middleback Range continued to operate. 
On April 7, 2016, Arrium announced it had entered into voluntary administration. As a result, the Company recorded a $13.0 million non-cash charge related to the impairment of GWA's now idle rolling-stock maintenance facility, which was recorded to net (gain)/loss on sale and impairment of assets within operating expenses, which represented the entire carrying value of these assets, and an allowance for doubtful accounts charge of $8.1 million associated with accounts receivable from Arrium, which was recorded to other expenses within operating expenses, during the first quarter of 2016. Also, as a result of the voluntary administration, all payments to GWA associated with the Southern Iron rail haulage agreement ceased.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

On July 13, 2017, Arrium's Creditor Committee announced the approval of the sale of Arrium to GFG Alliance, following satisfaction of certain conditions. In the meantime, GWA continues to provide service and receive payments under the remaining rail haulage agreement with Arrium. Pursuant to the rail haulage agreement, GWA serves several iron ore mines in the Middleback Range and the Whyalla steelworks operations, which the Company expects will represent A$40 million (or approximately $31 million at the exchange rate on June 30, 2017) of annual revenue, prospectively. If GWA were to lose some or all of the revenue associated with the remaining rail haulage agreement, all or a portion of GWA's assets deployed to provide service under this agreement, which consist largely of narrow gauge locomotives and railcars, could be redeployed elsewhere in Australia.
U.K./European Operations
Pentalver Transport Limited: On May 3, 2017, the Company's subsidiary, GWI UK Acquisition Company Limited, purchased for cash all of the issued share capital of Pentalver Transport Limited (Pentalver) from a subsidiary of APM Terminals (a subsidiary of A P Møller-Maersk A/S) for £97.8 million (or $126.2 million at the exchange rate on May 3, 2017) or £77.5 million (or $100.1 million at the exchange rate on May 3, 2017) net of £20.2 million (or $26.1 million at the exchange rate on May 3, 2017) of cash received in connection with the sale. The Company funded the acquisition with borrowings under the Credit Agreement. The foreign exchange rate used to translate the total consideration to United States dollars was $1.29 for one British pound (GBP).
Headquartered in Southampton, U.K., Pentalver operates off-dock container terminals (most under long-term lease) strategically placed at each of the four major seaports of Felixstowe, Southampton, London Gateway and Tilbury, as well as an inland terminal located at Cannock, in the U.K. Midlands, near many of the nation’s largest distribution centers. In addition to providing storage for loaded and empty containers on over 100 acres of land, Pentalver also operates a trucking haulage service with more than 150 trucks, primarily providing daily service between the seaports of Felixstowe and Southampton and its inland terminal at Cannock. Pentalver also provides services related to container maintenance and repair (including refrigerated containers) and is one of the largest sellers of new and used containers in the U.K.
Pentalver’s operations are complementary to those of the Company's Freightliner subsidiary, which is the largest rail maritime intermodal operator in the U.K. The logistics of maritime container transportation in the U.K. are highly competitive, whether by road, rail or short-sea, with a premium placed on timely, efficient and safe service. The Company expects that the Pentalver acquisition will enable it to (i) enhance its U.K. services by providing rail and road transportation solutions, as well as offering storage options at the ports and inland, and (ii) unlock efficiencies from shared services and enhanced asset utilization from Pentalver’s trucking fleet and Freightliner’s existing fleet of approximately 200 trucks that currently provide local collection and delivery haulage from Freightliner’s inland terminals. With approximately 600 employees, Pentalver will operate as part of the Company’s U.K./Europe Region.
The results of operations from Pentalver have been included in the Company's consolidated statement of operations since the May 3, 2017 acquisition date within the Company's U.K./European Operations segment. Pentalver contributed $25.9 million of total revenues and $1.9 million of operating income, which included $0.9 million of depreciation and amortization expense, to the Company's consolidated results since the May 3, 2017 acquisition date. The Company incurred $2.3 million of acquisition and integration costs related to Pentalver during the six months ended June 30, 2017, of which $2.2 million was included within other expenses and $0.1 million was included in labor and benefits expense in the Company's consolidated statement of operations.
The Company accounted for the acquisition as a business combination using the acquisition method of accounting under U.S. GAAP. The acquired assets and liabilities of Pentalver were recorded at their preliminary acquisition-date fair values and were consolidated with those of the Company as of the acquisition date within the Company’s U.K./European Operations segment. The preliminary acquisition date fair values are subject to further adjustment for the final determination of the acquisition date fair values of the acquired assets and liabilities. The foreign exchange rate used to translate the balance sheet to United States dollars was $1.29 for one British pound.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The preliminary acquisition date fair values were assigned to the acquired net assets as follows (amounts in thousands):
 
 
GBP
 
USD
Cash and cash equivalents
 
£
20,224

 
$
26,117

Accounts receivable
 
16,847

 
21,756

Materials and supplies
 
13,360

 
17,253

Prepaid expenses and other
 
3,238

 
4,182

Property and equipment
 
22,403

 
28,931

Goodwill
 
10,271

 
13,264

Intangible assets
 
41,000

 
52,947

Total assets
 
127,343

 
164,450

Accounts payable and accrued expenses
 
22,116

 
28,560

Deferred income tax liabilities, net
 
6,876

 
8,880

Deferred items-grants from outside parties
 
601

 
776

Net assets
 
£
97,750

 
$
126,234

The $52.9 million of intangible assets relate to amortizable operational rights with contractual terms spanning up to 50 years. The $13.3 million of goodwill will not be deductible for tax purposes.
Continental Europe Intermodal Business: During 2016, the Company explored ways to enhance the long-term viability of ERS Railways B.V. (ERS), the Continental Europe intermodal business Freightliner acquired from Maersk, which the Company acquired in 2015 with the Freightliner acquisition. Due to its limited history of profitability and competitive dynamics in the market in which it operates, the Company ascribed little value to it at the time of acquisition.
Despite a significant and focused effort by the Company, the performance of ERS reached unsustainable levels during 2016 and a restructuring plan was initiated. In conjunction with that plan, in 2017, the Company ceased all "open" train services from the port of Rotterdam, closed the ERS offices in Rotterdam and Frankfurt and the ERS customer services function in Warsaw. The Company is in the process of redistributing ERS’s leased locomotives and railcars, which have lease termination dates ranging from 2017 to 2019. These steps will enable the Company to focus on the deep-sea intermodal sector. The Company's subsidiary, Rotterdam Rail Feeding B.V., will continue its existing services and not be affected by the restructuring of ERS.
As a result of the ERS restructuring plan, the Company recorded impairment and related charges of $21.5 million in December 2016. These charges primarily included $14.5 million for an impairment of goodwill and $4.1 million for an impairment of a customer-related intangible asset, which were both recorded to net (gain)/loss on sale and impairment of assets within operating expenses, which represented the entire carrying value of these assets. For the six months ended June 30, 2017, the Company recorded $4.5 million of restructuring costs related to ERS, primarily for severance costs and costs associated with surplus locomotive and railcar leases.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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, 2017 and 2016 (in thousands, except per share amounts):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2017
 
2016
 
2017
 
2016
Numerator:
 
 
 
 
 
 
 
Net income attributable to Genesee & Wyoming Inc.
$
46,007

 
$
48,399

 
$
72,245

 
$
75,418

Denominators:
 
 
 
 
 
 
 
Weighted average Class A common shares outstanding – Basic
61,551

 
57,187

 
61,472

 
57,106

Weighted average Class B common shares outstanding
747

 
793

 
753

 
793

Dilutive effect of employee stock-based awards
117

 
137

 
146

 
137

Weighted average shares – Diluted
62,415

 
58,117

 
62,371

 
58,036

 
 
 
 
 
 
 
 
Earnings per common share attributable to Genesee & Wyoming Inc. common stockholders:
 
 
 
 
 
 
 
Basic earnings per common share
$
0.75

 
$
0.85

 
$
1.18

 
$
1.32

Diluted earnings per common share
$
0.74

 
$
0.83

 
$
1.16

 
$
1.30

The Company's weighted average basic shares outstanding for the three and six months ended June 30, 2017 included 4,000,000 shares as a result of the Company's public offering of Class A Common Stock on December 13, 2016.
The following total number of shares of Class A Common Stock issuable under the assumed exercise of stock-based awards 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,
 
2017
 
2016
 
2017
 
2016
Antidilutive shares
1,475

 
1,339

 
1,271

 
1,340

4. ACCOUNTS RECEIVABLE:
Accounts receivable consisted of the following as of June 30, 2017 and December 31, 2016, (dollars in thousands):
 
June 30,
2017
 
December 31,
2016
Accounts receivable – trade
$
371,990

 
$
353,347

Accounts receivable – grants from outside parties
9,981

 
10,652

Accounts receivable – insurance and other third-party claims
10,837

 
11,994

Total accounts receivable
392,808

 
375,993

Less: Allowance for doubtful accounts
(12,869
)
 
(12,070
)
Accounts receivable, net
$
379,939

 
$
363,923

The increase in the Company's trade accounts receivable balance resulted primarily from receivables of the newly acquired Pentalver. See Note 2, Changes in Operations, for additional information regarding the Pentalver acquisition.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 in the United States and provinces in Canada in which the Company operates. 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 $11.6 million and $26.0 million for the six months ended June 30, 2017 and 2016, 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 or fails to maintain the upgraded or new track to certain standards, fails to make certain minimum capital improvements or ceases use of the locomotives within the specified geographic area and time period, or fails to comply with other grant provisions in each case, as set forth in the applicable grant agreement. As the Company intends to comply with the requirements of 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 following table sets forth the offset to depreciation expense from the amortization of deferred grants recorded by the Company during the three months ended June 30, 2017 and 2016 (dollars in thousands):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2017
 
2016
 
2017
 
2016
Amortization of deferred grants
$
3,065

 
$
2,912

 
$
6,310

 
$
5,861

Insurance and Third-Party Claims
Accounts receivable from insurance and other third-party claims at June 30, 2017 included $6.1 million from the Company's U.K./European Operations, $4.4 million from the Company's North American Operations and $0.3 million from the Company's Australian Operations. The balance from the Company's U.K./European Operations resulted primarily from the Company's anticipated insurance recoveries associated with a pre-acquisition rail-related collision in Germany in 2014. The balance from the Company's North American Operations resulted predominately from the Company's anticipated insurance recoveries associated with a 2015 trestle fire in the United States and derailments in Canada. The Company received proceeds from insurance totaling $1.4 million and $7.7 million for the six months ended June 30, 2017 and 2016, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

5. GOODWILL:
The changes in the carrying amount of goodwill for the six months ended June 30, 2017 and for the year ended December 31, 2016 were as follows (dollars in thousands): 
 
 
North American Operations
 
Australian Operations
 
U.K./European Operations
 
Total Operations
Balance at January 1, 2017:
 
 
 
 
 
 
 
 
Goodwill, gross
 
$
632,937

 
$
339,865

 
$
167,276

 
$
1,140,078

Accumulated impairment losses
 

 

 
(14,482
)
 
(14,482
)
Goodwill
 
$
632,937

 
$
339,865

 
$
152,794

 
$
1,125,596

Changes during the period:
 
 
 
 
 
 
 
 
Goodwill acquired
 
4,083

 

 
13,264

 
17,347

Acquisition accounting adjustments
 
1,140

 

 

 
1,140

Currency translation adjustment
 
770

 
21,109

 
10,219

 
32,098

Balance at June 30, 2017:
 
 
 
 
 
 
 
 
Goodwill, gross
 
$
638,930

 
$
360,974

 
$
190,759

 
$
1,190,663

Accumulated impairment losses
 

 

 
(14,482
)
 
(14,482
)
Goodwill
 
$
638,930

 
$
360,974

 
$
176,277

 
$
1,176,181

 
 
North American Operations
 
Australian Operations
 
U.K./European Operations
 
Total Operations
Balance at January 1, 2016
 
$
605,234

 
$
39,312

 
$
182,029

 
$
826,575

Changes during the period:
 
 
 
 
 
 
 
 
Goodwill acquired
 
26,969

 
308,267

 

 
335,236

Acquisition accounting adjustments
 
176

 
168

 
9,736

 
10,080

Goodwill impairment
 

 

 
(14,482
)
 
(14,482
)
Currency translation adjustment
 
558

 
(7,882
)
 
(24,489
)
 
(31,813
)
Balance at December 31, 2016:
 
 
 
 
 
 
 
 
Goodwill, gross
 
$
632,937

 
$
339,865

 
$
167,276

 
$
1,140,078

Accumulated impairment losses
 

 

 
(14,482
)
 
(14,482
)
Goodwill
 
$
632,937

 
$
339,865

 
$
152,794

 
$
1,125,596

The acquired goodwill for the six months ended June 30, 2017 was related to the acquisitions of Pentalver in our U.K./European Operations segment and HOG in our North American Operations segment. The acquired goodwill for the year ended December 31, 2016 was related to the acquisitions of P&W in our North American Operations and GRail in our Australian Operations segment. See Note 2, Changes in Operations, for additional information regarding the P&W, GRail, Pentalver and HOG acquisitions.
The goodwill impairment recorded for the year ended December 31, 2016 resulted from the write-off of goodwill ascribed to the Company's ERS business within its U.K./European Operations segment. See Note 2, Changes in Operations, for additional information regarding ERS.
6. LONG-TERM DEBT:
Credit Agreement
As of the March 20, 2015 closing, the Second Amended and Restated Senior Secured Syndicated Credit Facility Agreement (the Credit Agreement) was comprised of a $1,782.0 million United States term loan, an A$324.6 million (or $252.5 million at the exchange rate on March 20, 2015) Australian term loan, a £101.7 million (or $152.2 million at the exchange rate on March 20, 2015) U.K. term loan and a $625.0 million revolving credit facility. The revolving credit facility includes borrowing capacity for letters of credit and swingline loans. The stated maturity date of each of the Company's credit facilities under the Credit Agreement is March 31, 2020.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

On October 20, 2016, the Company entered into Amendment No. 2 to the Credit Agreement (Amendment No. 2). Amendment No. 2 permitted, among other things, the Company to enter into the Australia Partnership transaction and the GRail Transactions (collectively, the Australian Reorganization). Amendment No. 2 also permitted the repayment in full and termination of the obligations of the Australia Partnership and its subsidiaries (the Australian Loan Parties) under the Credit Agreement (the Australian Refinancing). Following the Australian Refinancing and Australian Reorganization, the Australian Loan Parties became unrestricted subsidiaries under, ceased to be party to and have no obligations under the Credit Agreement.
As a result of the Australian Reorganization, on December 1, 2016, the $625.0 million revolving credit facility under the Credit Agreement was reallocated and includes flexible sub-limits for revolving loans denominated in United States dollars, British pounds, Canadian dollars and Euros and provides for the ability to reallocate commitments among the sub-limits, provided that the total amount of all British pound, Canadian dollar, Euro or other designated currencies sub-limits cannot exceed a combined $500.0 million. The Company also repaid in full the outstanding Australian term loan of A$250.0 million (or $185.3 million at the exchange rate on December 1, 2016 when the payment was made).
During the six months ended June 30, 2017, the Company made prepayments on its United States term loan of $99.8 million. Since the Company applied all of its prepayments on the term loan to its quarterly installments, the Company's remaining principal balance of $1.3 billion will be due at maturity on March 31, 2020.
During the six months ended June 30, 2017, the Company also made scheduled quarterly principal payments of $5.2 million on its United States term loan and £2.5 million (or $3.2 million at the exchange rate on the dates the payments were made) on its U.K. term loan.
The United States dollar-denominated and the British pound-denominated term loans began to amortize in quarterly installments during the three months ended September 30, 2016, with the remaining principal balance payable upon maturity, as set forth below (amounts in thousands):
 
 
Quarterly Payment Date
 
Principal Amount Due on Each Payment Date
British pound:
 
September 30, 2017 through June 30, 2018
 
£
1,271

 
 
September 30, 2018 through December 31, 2019
 
£
2,542

 
 
Maturity date - March 31, 2020
 
£
75,532

As of June 30, 2017, the Company had the following outstanding term loans under its Credit Agreement (amounts in thousands, except percentages):
 
 
Local Currency
 
United States Dollar Equivalent
 
Interest Rate
United States dollar
 
$
1,323,000

 
$
1,323,000

 
2.98
%
British pound
 
£
95,868

 
$
124,696

 
2.00
%
The Company's availability to draw from the unused borrowing capacity is subject to covenant limitations as discussed below. As of June 30, 2017, the Company had the following unused borrowing capacity under its revolving credit facility (dollars in thousands):
 
 
2017
Total available borrowing capacity
 
$
625,000

Outstanding revolving loans
 
$
222,122

Outstanding letter of credit guarantees
 
$
2,672

Unused borrowing capacity
 
$
400,206


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

As of June 30, 2017, the Company had the following outstanding revolving loans under its revolving credit facility (amounts in thousands, except percentages):
 
 
Local Currency
 
United States Dollar Equivalent
 
Interest Rate
British pound (swingline loan)
 
£
4,000

 
$
5,203

 
1.97
%
British pound
 
£
135,000

 
$
175,595

 
2.00
%
Canadian dollar
 
C$
7,500

 
$
5,774

 
2.66
%
Euro
 
31,150

 
$
35,551

 
1.75
%
As of June 30, 2017, the Company was in compliance with the covenants under the Credit Agreement, as amended.
7. 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/(loss) 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 in which 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. Derivative instruments entered into in conjunction with contemplated acquisitions also do not qualify as hedges for accounting purposes.
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 (amounts in thousands):
 
 
 
 
Notional Amount
 
 
 
 
Effective Date
 
Expiration Date
 
Date
 
Amount
 
Pay Fixed Rate
 
Receive Variable Rate
9/30/2016
 
9/30/2026
 
9/30/2026
 
$
100,000

 
2.76%
 
1-month LIBOR
9/30/2016
 
9/30/2026
 
9/30/2026
 
$
100,000

 
2.74%
 
1-month LIBOR
9/30/2016
 
9/30/2026
 
9/30/2026
 
$
100,000

 
2.73%
 
1-month LIBOR
12/1/2016
 
12/1/2021
 
12/1/2021
 
A$
93,150

 
2.44%
 
AUD-BBR
12/1/2016
 
12/1/2021
 
12/1/2021
 
A$
93,150

 
2.44%
 
AUD-BBR
12/1/2016
 
12/1/2021
 
12/1/2021
 
A$
93,150

 
2.44%
 
AUD-BBR
12/1/2016
 
12/1/2021
 
12/1/2021
 
A$
93,150

 
2.44%
 
AUD-BBR
12/1/2016
 
12/1/2021
 
12/1/2021
 
A$
55,373

 
2.44%
 
AUD-BBR
12/1/2016
 
12/1/2021
 
12/1/2021
 
A$
55,373

 
2.44%
 
AUD-BBR
12/1/2016
 
12/1/2021
 
12/1/2021
 
A$
34,155

 
2.44%
 
AUD-BBR
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. On September 30, 2016, the Company amended its forward starting swaps, which included moving the mandatory settlement date from September 30, 2016 to September 30, 2026, changing from 3-month LIBOR to 1-month LIBOR and adjusting the fixed rate. The amended forward starting swaps continue to qualify for hedge accounting. In addition, 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 throughout the term of the outstanding swap agreements. The Company expects to amortize any gains or losses on the settlements over the life of the respective swap.
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, 2017 and 2016 resulted in no amount of gain or loss reclassified from accumulated other comprehensive loss into earnings due to ineffectiveness. During the three and six months ended June 30, 2017, $0.5 million and $0.9 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, 2016, $0.4 million and $0.7 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, 2017, it expects to realize $2.3 million of existing net losses that are reported in accumulated other comprehensive loss into earnings within the next 12 months. See Note 12, Accumulated Other Comprehensive Loss, for additional information regarding the Company's cash flow hedges.
Foreign Currency Exchange Rate Risk
As of June 30, 2017, the Company's foreign subsidiaries had $1.1 billion of third-party debt, including capital leases, denominated in the local currencies in which the Company's foreign subsidiaries operate, including the Australian dollar, the British pound, the 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 its United States subsidiaries, the Company may face exchange rate risk if the Australian dollar, the British pound, the Canadian dollar or the Euro were to appreciate relative to the United States dollar and require higher United States dollar equivalent cash.

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GENESEE & WYOMING INC. AND SUBSIDIARIES
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 of non-United States dollar-denominated acquisitions, the Company may enter into foreign currency forward purchase contracts. To mitigate currency exposures related to non-functional currency denominated intercompany debt, cross-currency swaps or foreign currency forward 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. However, cross-currency swap contracts and foreign currency forward contracts used to mitigate exposures on foreign currency intercompany debt may not qualify for hedge accounting. In cases where the cross-currency swap contracts and foreign currency forward contracts 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.
On March 25, 2015, the Company closed on the Freightliner acquisition and paid cash consideration of £492.1 million (or $733.0 million at the exchange rate on March 25, 2015). The Company financed the acquisition through a combination of available cash and borrowings under the Company's Credit Agreement. A portion of the funds were transferred from the United States to the U.K. through an intercompany loan with a notional amount of £120.0 million (or $181.0 million at the exchange rate on the effective date of the loan) and accrued interest as of June 30, 2017 of £17.5 million (or $22.4 million at the exchange rate on June 30, 2017), each of which are expected to remain until maturity of the loan. To mitigate the foreign currency exchange rate risk related to this non-functional currency intercompany loan and the related interest, the Company entered into British pound forward contracts, which are accounted for as cash flow hedges.
The fair values of the Company's British pound forward contracts were estimated based on Level 2 inputs. The Company's effectiveness testing during the three and six months ended June 30, 2017 and 2016 resulted in no amount of gain or loss reclassified from accumulated other comprehensive loss into earnings due to ineffectiveness. During the three and six months ended June 30, 2017, $0.1 million and $0.3 million, respectively, of net gains were recorded as interest income in the consolidated statements of operations. During the three and six months ended June 30, 2016, $0.3 million of net gains were recorded as interest income in the consolidated statements of operations. Based on the Company's fair value assumptions as of June 30, 2017, it expects to realize $0.6 million of existing net gains that are reported in accumulated other comprehensive loss into earnings within the next 12 months. See Note 12, Accumulated Other Comprehensive Loss, for additional information regarding the Company's cash flow hedges.
The following table summarizes the Company's outstanding British pound forward contracts (British pounds in thousands):
Effective Date
 
Settlement Date
 
Notional Amount
 
Exchange Rate
3/25/2015
 
3/31/2020
 
£60,000
 
1.51
3/25/2015
 
3/31/2020
 
£60,000
 
1.50
6/30/2015
 
3/31/2020
 
£2,035
 
1.57
9/30/2015
 
3/31/2020
 
£1,846
 
1.51
12/31/2015
 
3/31/2020
 
£1,873
 
1.48
3/31/2016
 
3/31/2020
 
£1,881
 
1.45
6/30/2016
 
3/31/2020
 
£1,909
 
1.35
9/30/2016
 
3/31/2020
 
£1,959
 
1.33
12/31/2016
 
3/31/2020
 
£1,989
 
1.28
3/31/2017
 
3/31/2020
 
£1,975
 
1.30
6/30/2017
 
3/31/2020
 
£2,026
 
1.34

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

On December 1, 2016, GWAHLP and the Company's subsidiary, GWI Holding B.V. (GWBV), entered into an A$248.9 million non-recourse subordinated partner loan agreement (GRail Intercompany Loan), which loan is eliminated in consolidation. GWBV used the proceeds from this loan to fund a portion of the acquisition of GRail. To mitigate the foreign currency exchange rate risk related to the non-functional currency intercompany loan, the Company entered into two Euro/Australian dollar floating-to-floating cross-currency swap agreements (the Swaps) on December 22, 2016, which effectively convert the A$248.9 million intercompany loan receivable in the Netherlands into a €171.7 million loan receivable. These agreements do not qualify as hedges for accounting purposes and, accordingly, mark-to-market changes in the fair value of the Swaps relative to the underlying GRail Intercompany Loan will be recorded over the life of the agreements, which expire on June 30, 2019. The first swap requires the Company to pay Australian dollar BBR plus 4.50% based on a notional amount of A$123.9 million and allows the Company to receive EURIBOR plus 2.68% based on a notional amount of €85.5 million on a semi-annual basis. EURIBOR is the Euro Interbank Offered Rate, which the Company believes is generally considered the Euro equivalent to LIBOR. The second swap requires the Company to pay Australian dollar BBR plus 4.50% based on a notional amount of A$125.0 million and allows the Company to receive EURIBOR plus 2.90% based on a notional amount of €86.3 million on a semi-annual basis. As a result of the mark-to-market impact of the GRail Intercompany Loan compared to the Swaps, the Company realized a net expense of $0.8 million and $3.7 million within other (loss)/income, net for the three and six months ended June 30, 2017, respectively. Over the life of the Swaps, the Company expects the cumulative impact of net gains and losses from the GRail Intercompany Loan and Swaps to be approximately zero.
The following table summarizes the fair value of the Company's derivative instruments recorded in the consolidated balance sheets as of June 30, 2017 and December 31, 2016 (dollars in thousands):
 
 
 
Fair Value
 
Balance Sheet Location
 
June 30,
2017
 
December 31, 2016
Asset Derivatives:
 
 
 
 
 
Derivatives designated as hedges:
 
 
 
 
 
British pound forward contracts
Other assets, net
 
$
20,287

 
$
26,359

Total derivatives designated as hedges
 
 
$
20,287

 
$
26,359

Derivatives not designated as hedges:
 
 
 
 
 
Cross-currency swap contract
Prepaid expenses and other
 
$
259

 
$
174

Cross-currency swap contract
Other assets, net
 
254

 
506

Total derivatives not designated as hedges
 
 
$
513

 
$
680

 
 
 
 
 
 
Liability Derivatives:
 
 
 
 
 
Derivatives designated as hedges:
 
 
 
 
 
Interest rate swap agreements
Accrued expenses
 
$
2,338

 
$
1,747

Interest rate swap agreements
Other long-term liabilities
 
15,493

 
13,411

British pound forward contracts
Other long-term liabilities
 
234

 
17

Total derivatives designated as hedges
 
 
$
18,065

 
$
15,175


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

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, 2017 and 2016 in other comprehensive income (OCI) (dollars in thousands):
 
 
Total Cash Flow Hedge OCI Activity,
Net of Tax
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2017
 
2016
 
2017
 
2016
Derivatives Designated as Cash Flow Hedges:
 
 
 
 
 
 
 
 
Effective portion of net changes in fair value recognized in OCI, net of tax:
 
 
 
 
 
 
 
 
Interest rate swap agreements
 
$
(1,647
)
 
$
(5,064
)
 
$
(1,770
)
 
$
(14,366
)
British pound forward contracts, net (a)
 
1,043

 
(1,742
)
 
1,672

 
(1,871
)
 
 
$
(604
)
 
$
(6,806
)
 
$
(98
)
 
$
(16,237
)
(a)
The three and six months ended June 30, 2017 represents a net gain of $3.8 million and $5.4 million, respectively, for the mark-to-market of the U.K. intercompany loan, partially offset by a net loss of $2.8 million and $3.8 million, respectively, for the mark-to-market of the British pound forward contracts. The three and six months ended June 30, 2016 represents a net loss of $8.7 million and $11.4 million, respectively, for the mark-to-market of the U.K. intercompany loan, partially offset by a net gain of $7.0 million and $9.5 million, respectively, for the mark-to-market of the British pound forward contracts.
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, 2017 and 2016 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,
 
 
 
2017
 
2016
 
2017
 
2016
Derivative Instruments Not Designated as Hedges:
 
 
 
 
 
 
 
 
 
 
Cross-currency swap agreements, net (a)
 
Other income/(loss), net
 
$
(809
)
 
$

 
$
3,667

 
$

 
 
 
 
$
(809
)
 
$

 
$
3,667

 
$

(a)
The three months ended June 30, 2017 represents a net gain of $11.2 million for the mark-to-market of the Swaps, partially offset by a net loss of $12.0 million for the mark-to-market of the GRail Intercompany Loan. The six months ended June 30, 2017 represents a net loss of $3.5 million for the mark-to-market of the Swaps and a net loss of $0.2 million for the mark-to-market of the GRail Intercompany Loan.
8. FAIR VALUE OF FINANCIAL INSTRUMENTS:
The Company applies the following three-level hierarchy of valuation inputs for measuring fair value:
Level 1 - Quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date.
Level 2 - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which all significant inputs are observable market data.
Level 3 - Valuations derived from valuation techniques in which one or more significant inputs are unobservable.
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 consolidated balance sheets 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, foreign currency forward contracts 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 and BBR implied forward interest rates and the remaining time to maturity. The Company estimated the fair value of its British pound forward contracts based on Level 2 valuation inputs, including LIBOR implied forward interest rates, British pound 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 EURIBOR implied forward interest rates, BBR implied forward interest rates and the remaining time to maturity.

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

The Company's recurring fair value measurements using significant unobservable inputs (Level 3) relate to the Company's deferred consideration from the Freightliner acquisition in 2015 and from the HOG acquisition in 2017. The fair value of the deferred consideration liabilities were estimated by discounting, to present value, contingent payments expected to be made.
Financial Instruments Carried at Historical Cost: Since the Company's long-term debt is not actively traded, fair value 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 carried at fair value using Level 2 inputs as of June 30, 2017 and December 31, 2016 (dollars in thousands):
 
June 30,
2017
 
December 31,
2016
Financial instruments carried at fair value using Level 2 inputs:
 
 
 
Financial assets carried at fair value:
 
 
 
British pound forward contracts
$
20,287

 
$
26,359

Cross-currency swap contracts
513

 
680

Total financial assets carried at fair value
$
20,800

 
$
27,039

Financial liabilities carried at fair value:
 
 
 
Interest rate swap agreements
$
17,831

 
$
15,158

British pound forward contracts
234

 
17

Total financial liabilities carried at fair value
$
18,065

 
$
15,175

The following table presents the Company's financial instruments carried at fair value using Level 3 inputs as of June 30, 2017 and December 31, 2016 (amounts in thousands):
 
June 30, 2017
 
December 31, 2016
 
Local Currency
 
United States Dollar Equivalent
 
Local Currency
 
United States Dollar Equivalent
Financial instrument carried at fair value using Level 3 inputs:
 
 
 
 
 
 
 
Financial liabilities carried at fair value:
 
 
 
 
 
 
 
Accrued deferred consideration - Freightliner
£
27,110

 
$
35,263

 
£
25,882

 
$
31,933

Accrued deferred consideration - HOG
$
5,676

 
$
5,676

 
$

 
$

At the date of acquisition of Freightliner in 2015, the contingent liability represented the aggregate fair value of the shares transferred to the Company by the Management Shareholders in exchange for the right to receive cash consideration for the representative economic interest of approximately 6% in Freightliner in the future (deferred consideration). Each of the Management Shareholders may elect to receive one third of their respective deferred consideration valued as of March 31, 2018, 2019 and 2020. The remaining portion of the deferred consideration will be valued as of March 31, 2020 and paid by the end of 2020.
The Freightliner contingent liability is adjusted each period to represent the fair value of the deferred consideration as of the balance sheet date. To do so, the Company recalculates the estimated fair value of the deferred consideration in each reporting period until it is paid in full by using a contractual formula designed to estimate the economic value of the Management Shareholders' retained interest in a manner consistent with that used to derive the Freightliner acquisition price per share on the acquisition date. This calculation effectively represents the present value of the expected payment to be made upon settlement of the deferred consideration. Accordingly, such recalculations will reflect both the impact of the time value of money and the impact of changes in the expected future performance of the acquired business, as applicable. During the three months ended June 30, 2017 and 2016, the Company recognized $0.8 million and $1.0 million, respectively, and $1.5 million and $1.1 million, respectively, during the six months ended June 30, 2017 and 2016, through other expenses within the Company's consolidated statements of operations as a result of the change in the estimated fair value of the deferred consideration, which primarily represented the time value of money. The Company expects to recognize future changes in the contingent liability for the estimated fair value of the deferred consideration through other expenses within the Company's consolidated statement of operations. These future changes in the estimated fair value of the deferred consideration are not expected to be deductible for tax purposes.

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

At the date of acquisition of HOG in 2017, the contingent liability represented the fair value of the deferred consideration payable to the sellers upon satisfaction of certain conditions, which the Company expects to be paid in 2021. See Note 2, Changes in Operations, for additional information regarding HOG.
The HOG contingent liability will be adjusted each period to represent the fair value of the deferred consideration as of the balance sheet date. To do so, the Company recalculates the estimated fair value of the deferred consideration in each reporting period until it is paid by using a contractual formula as defined in the stock purchase agreement. This calculation effectively represents the present value of the expected payment to be made upon settlement of the deferred consideration. The Company expects to recognize future changes in the contingent liability for the estimated fair value of the deferred consideration through other expenses within the Company's consolidated statement of operations. These future changes in the estimated fair value of the deferred consideration are not expected to be deductible for tax purposes.
The following table presents the carrying value and fair value using Level 2 inputs of the Company's financial instruments carried at historical cost as of June 30, 2017 and December 31, 2016 (dollars in thousands):
 
 
June 30, 2017
 
December 31, 2016
 
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Financial liabilities carried at historical cost:
 
 
 
 
 
 
 
 
United States term loan
 
$
1,312,875

 
$
1,316,712

 
$
1,415,873

 
$
1,422,512

U.K. term loan
 
122,779

 
124,806

 
121,149

 
121,594

Australian Credit Agreement
 
509,493

 
528,267

 
484,703

 
501,909

Partner Loan Agreement
 
182,847

 
186,477

 
172,154

 
171,435

Revolving credit facility
 
217,887

 
222,757

 
74,297

 
81,192

Other debt
 
2,936

 
2,967

 
4,882

 
4,889

Total
 
$
2,348,817

 
$
2,381,986

 
$
2,273,058

 
$
2,303,531

9. U.K. PENSION PLAN:
In connection with the acquisition of Freightliner, the Company assumed a defined benefit pension plan for its U.K. employees through a standalone shared cost arrangement within the Railways Pension Scheme (Pension Program). The Pension Program is managed and administered by a professional pension administration company and is overseen by trustees with professional advice from independent actuaries and other advisers. The Pension Program is a shared cost arrangement with required contributions shared between Freightliner and its employees, with Freightliner contributing 60% and the remaining 40% contributed by active employees. The Company engages independent actuaries to compute the amounts of liabilities and expenses relating to the Pension Program subject to the assumptions that the Company selects.
The following tables summarize the components of the Pension Program related to the net benefit costs recognized in labor and benefits in the Company's consolidated statements of operations for the three and six months ended June 30, 2017 and 2016 (amounts in thousands):
 
Three Months Ended June 30,
 
2017
 
2016
 
GBP
 
USD
 
GBP
 
USD
Service cost
£
2,988

 
$
3,823

 
£
2,395

 
$
3,436

Interest cost
1,978

 
2,531

 
2,227

 
3,197

Expected return on plan assets
(3,307
)
 
(4,232
)
 
(2,847
)
 
(4,085
)
Net periodic benefit cost
£
1,659

 
$
2,122

 
£
1,775

 
$
2,548


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


 
Six Months Ended June 30,
 
2017
 
2016
 
GBP
 
USD
 
GBP
 
USD
Service cost
£
5,976

 
$
7,526

 
£
4,790

 
$
6,863

Interest cost
3,956

 
4,982

 
4,504

 
6,385

Expected return on plan assets
(6,614
)
 
(8,329
)
 
(5,694
)
 
(8,159
)
Net periodic benefit cost
£
3,318

 
$
4,179

 
£
3,600

 
$
5,089

During the six months ended June 30, 2017, the Company contributed £3.0 million (or $3.9 million at the June 30, 2017 exchange rate) to fund the Pension Program. The Company expects to contribute £4.1 million (or $5.3 million at the June 30, 2017 exchange rate) to the Pension Program for the remainder of 2017. The Pension Program's assets may undergo significant changes over time as a result of market conditions. In the event that the Pension Program's projected assets and liabilities reveal additional funding requirements, the shared cost arrangement generally means that the Company will be required to pay 60% of any additional contributions, with active members contributing the remaining 40%, in each case over an agreed recovery period. If the Pension Program was to be terminated and wound up, any deficit would fall entirely on the Company and could not be shared with active members. Currently, the Company has no intention of terminating the Pension Program.
10. INCOME TAXES:
The Company's effective income tax rate for the three months ended June 30, 2017 was 38.1%, compared with 31.4% for the three months ended June 30, 2016. The Company's effective income tax rate for the six months ended June 30, 2017 was 40.6%, compared with 31.6% for the six months ended June 30, 2016. The higher effective income tax rate for the three and six months ended June 30, 2017 was primarily driven by an income tax benefit of $7.2 million and $13.5 million recorded in the three and six months ended June 30, 2016, respectively, associated with the now expired United States Short Line Tax Credit. In addition, with regard to a valuation allowance recorded against deferred income tax assets, primarily associated with losses at ERS that the Company believes will not be realizable, the Company's provision for income taxes for the three months ended June 30, 2017 included a decrease to the valuation allowance of €0.6 million (or $0.6 million at the average exchange rate for the period) and for the six months ended June 30, 2017 included an increase to the valuation allowance of €1.0 million (or $1.0 million at the average exchange rate for the period). The Company's provision for income taxes for the six months ended June 30, 2016 included the recording of a valuation allowance of A$2.6 million (or $2.0 million at the average exchange rate in March of 2016) associated with the impairment of GWA's now idle rolling-stock maintenance facility that was formerly used in connection with the Southern Iron rail haulage agreement with Arrium (see Note 2, Changes in Operations).
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 railroad as of the end of its tax year. The United States Short Line Tax Credit was initially enacted for a three year period, 2005 through 2007, and subsequently extended on a retroactive basis. This pattern was repeated a series of times, with the last extension expiring on December 31, 2016.
11. 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 as the nature of the Company's business exposes it to the potential for various claims and litigation, including those related to property damage, personal injury, freight loss, labor and employment, environmental and other matters. The Company maintains insurance policies to mitigate the financial risk associated with such claims. However, any material changes to pending litigation or a catastrophic rail accident or series of accidents involving material freight loss or property damage, personal injuries or environmental liability or other claims or disputes that are not covered by insurance could have a material adverse effect on the Company's results of operations, financial condition and liquidity.

In November 2014, the Company received a notice from the United States Environmental Protection Agency (EPA) requesting information under the Clean Water Act related to the discharge of crude oil as a result of a derailment of an Alabama & Gulf Coast Railway LLC (AGR) freight train in November 2013 in the vicinity of Aliceville, Alabama. A fine associated with the contamination has not yet been assessed and is not estimable.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


The Company is also involved in several arbitrations related to contractual disputes that are not covered by insurance. In March 2017, CSX Transportation, Inc. (CSXT) initiated arbitration against several of the Company’s subsidiaries associated with freight revenue factors (or divisions) under certain operating agreements associated with leased railroads. CSXT is seeking to reduce certain of the Company's freight revenue factors for the time period after August 21, 2016. The Company believes it has meritorious defenses against the CSXT claims. In an unrelated matter, on May 3, 2017, the AGR initiated arbitration related to the collection of outstanding liquidated damages under a volume commitment (or take-or-pay) contract with a customer. The Company believes it will prevail in the collection of the outstanding liquidated damages. Although the Company expects to attain successful outcomes in each of these matters, arbitration is inherently uncertain and it is possible that an unfavorable ruling could have an adverse effect on the Company's results of operations, financial condition and liquidity.
Management believes there are adequate provisions in the financial statements for any probable liabilities that may result from disposition of the pending lawsuits and the aforementioned arbitrations. Based upon currently available information, the Company does not believe it is reasonably possible that any such lawsuit or arbitration would be material to the Company's results of operations or have a material adverse effect on the Company's financial position or liquidity.
12. ACCUMULATED OTHER COMPREHENSIVE LOSS:
The following tables set forth the components of accumulated other comprehensive loss attributable to Genesee & Wyoming Inc. included in the consolidated balance sheets and consolidated statements of comprehensive income (dollars in thousands):
 
Foreign Currency Translation Adjustment
 
Defined Benefit Plans
 
Net Unrealized Gain/(Loss) on Cash Flow Hedges
 
Accumulated Other Comprehensive Loss
Balance, December 31, 2016
$
(177,662
)
 
$
(19,948
)
 
$
(13,726
)
 
$
(211,336
)
Other comprehensive income/(loss) before reclassifications
53,482

 
(2,263
)
 
(4,448
)
 
46,771

Amounts reclassified from accumulated other comprehensive loss, net of tax (provision) of ($40) and ($3,381), respectively

 
76

(a)
5,029

(b)
5,105

Current period change
53,482

 
(2,187
)
 
581

 
51,876

Balance, June 30, 2017
$
(124,180
)
 
$
(22,135
)
 
$
(13,145
)
 
$
(159,460
)
 
Foreign Currency Translation Adjustment
 
Defined Benefit Plans
 
Net Unrealized Gain/(Loss) on Cash Flow Hedges
 
Accumulated Other Comprehensive Loss
Balance, December 31, 2015
$
(156,146
)
 
$
11,005

 
$
(8,316
)
 
$
(153,457
)
Other comprehensive income/(loss) before reclassifications
(1,491
)
 

 
(4,640
)
 
(6,131
)
Amounts reclassified from accumulated other comprehensive loss, net of tax (provision)/benefit of ($791) and $7,731, respectively

 
2,924

(a)
(11,597
)
(b)
(8,673
)
Current period change
(1,491
)
 
2,924

 
(16,237
)
 
(14,804
)
Balance, June 30, 2016
$
(157,637
)
 
$
13,929

 
$
(24,553
)
 
$
(168,261
)
(a)
Existing net gains realized were recorded in labor and benefits on the consolidated statements of operations.
(b)
Existing net gains/(losses) realized were recorded in interest expense on the consolidated statements of operations (see Note 7, Derivative Financial Instruments).

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

Comprehensive Income Attributable to Noncontrolling Interest
As discussed in Note 2, Changes in Operations, the Company began presenting noncontrolling interest as a result of the GRail transaction on December 1, 2016. The following table sets forth comprehensive income attributable to noncontrolling interest for the three and six months ended June 30, 2017 and 2016 (dollars in thousands):
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2017
 
2016
 
2017
 
2016
Net income attributable to noncontrolling interest
 
$
2,121

 
$

 
$
3,172

 
$

Other comprehensive income/(loss):
 
 
 
 
 
 
 
 
Foreign currency translation adjustment
 
1,047

 

 
13,670

 

Net unrealized loss on qualifying cash flow hedges, net of tax benefit of $39 and $291, respectively


 
(90
)
 

 
(679
)
 

Comprehensive income attributable to noncontrolling interest
 
$
3,078

 
$

 
$
16,163

 
$

13. STOCKHOLDERS' EQUITY:
The following table reconciles the beginning and end of the period equity balance attributable to Genesee & Wyoming Inc. and to noncontrolling interest (dollars in thousands):
 
Genesee & Wyoming Inc. Stockholders' Equity
 
Noncontrolling Interest
 
Total Equity
Balance, December 31, 2016
$
2,894,582

 
$
292,539

 
$
3,187,121

Net income
72,245

 
3,172

 
75,417

Other comprehensive income
51,876

 
12,991

 
64,867

Additional paid-in capital from stock-based compensation awards
11,267

 

 
11,267

Other
(75
)
 
(27
)
 
(102
)
Balance, June 30, 2017
$
3,029,895

 
$
308,675

 
$
3,338,570

14. SIGNIFICANT NON-CASH INVESTING AND FINANCING ACTIVITIES:
As of June 30, 2017 and 2016, the Company had outstanding receivables from outside parties for the funding of capital expenditures of $10.0 million and $12.5 million, respectively. At June 30, 2017 and 2016, the Company also had $10.5 million and $14.0 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.
15. SEGMENT INFORMATION:
The Company presents the financial results of its 10 operating regions as three reportable segments: North American Operations, Australian Operations and U.K./European Operations. The Company owns a 51.1% controlling interest in the Australian Operations. As such, the Company includes 100% of the revenues and expenses from its Australian Operations within its consolidated financial statements and reports a noncontrolling interest for MIRA’s 48.9% equity ownership. Each of the Company's segments generates the following three categories of revenues from external customers: freight revenues, freight-related revenues and all other revenues. The Company's eight North American regions are aggregated into one reportable segment as a result of having similar economic and operating characteristics.
The results of operations of the foreign entities are maintained in the respective local currency (the Australian dollar, the British pound, 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.

27

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

The following table reflects the average exchange rates used to translate the foreign entities respective local currency results of operations into United States dollars for the three and six months ended June 30, 2017 and 2016:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
United States dollar per Australian dollar
$
0.75

 
$
0.75

 
$
0.75

 
$
0.73

United States dollar per British pound
$
1.28

 
$
1.44

 
$
1.26

 
$
1.43

United States dollar per Canadian dollar
$
0.74

 
$
0.78

 
$
0.75

 
$
0.75

United States dollar per Euro
$
1.01

 
$
1.13

 
$
1.08

 
$
1.12

The following tables set forth select financial data for the Company's reportable segments for the three and six months ended June 30, 2017 and 2016 (dollars in thousands):
 
Three Months Ended June 30, 2017
 
North American Operations
 
Australian Operations
 
U.K./European Operations
 
Total
Operations
Operating revenues:
 
 
 
 
 
 
 
Freight revenues
$
238,373

 
$
63,753

 
$
81,029

 
$
383,155

Freight-related revenues
61,183

 
11,500

 
54,938

 
127,621

All other revenues
16,118

 
1,556

 
11,983

 
29,657

Total operating revenues
$
315,674

 
$
76,809

 
$
147,950

 
$
540,433

Operating income
$
79,586

 
$
20,250

 
$
1,504

 
$
101,340

Depreciation and amortization
$
38,919

 
$
14,970

 
$
7,624

 
$
61,513

Interest expense, net
$
9,560

 
$
13,835

 
$
1,809

 
$
25,204

Provision for/(benefit from) income taxes
$
27,789

 
$
1,931

 
$
(123
)
 
$
29,597

Expenditures for additions to property & equipment, net of grants from outside parties
$
40,012

 
$
3,714

 
$
3,190

 
$
46,916

 
Three Months Ended June 30, 2016
 
North American Operations
 
Australian Operations
 
U.K./European Operations
 
Total
Operations
Operating revenues:
 
 
 
 
 
 
 
Freight revenues
$
227,082

 
$
26,394

 
$
87,306

 
$
340,782

Freight-related revenues
60,978

 
27,129

 
45,581

 
133,688

All other revenues
16,515

 
1,760

 
8,630

 
26,905

Total operating revenues
$
304,575

 
$
55,283

 
$
141,517

 
$
501,375

Operating income/(loss)
$
79,023

 
$
9,381

 
$
(1,210
)
 
$
87,194

Depreciation and amortization
$
37,124

 
$
7,233

 
$
6,567

 
$
50,924

Interest expense, net
$
9,666

 
$
2,398

 
$
5,341

 
$
17,405

Provision for/(benefit from) income taxes
$
20,953

 
$
2,247

 
$
(1,088
)
 
$
22,112

Expenditures for additions to property & equipment, net of grants from outside parties
$
39,523

 
$
4,787

 
$
11,338

 
$
55,648


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

 
Six Months Ended June 30, 2017
 
North American Operations
 
Australian Operations
 
U.K./European Operations
 
Total
Operations
Operating revenues:
 
 
 
 
 
 
 
Freight revenues
$
476,654

 
$
124,627

 
$
159,619

 
$
760,900

Freight-related revenues
126,528

 
23,209

 
97,221

 
246,958

All other revenues
31,968

 
2,880

 
16,835

 
51,683

Total operating revenues
$
635,150

 
$
150,716

 
$
273,675

 
$
1,059,541

Operating income/(loss)
$
147,156

 
$
37,409

 
$
(5,771
)
 
$
178,794

Depreciation and amortization
$
77,786

 
$
30,162

 
$
14,339

 
$
122,287

Interest expense, net
$
20,111

 
$
27,822

 
$
3,409

 
$
51,342

Provision for/(benefit from) income taxes
$
49,863

 
$
2,792

 
$
(1,130
)
 
$
51,525

Expenditures for additions to property & equipment, net of grants from outside parties
$
64,227

 
$
5,176

 
$
10,465

 
$
79,868

 
Six Months Ended June 30, 2016
 
North American Operations
 
Australian Operations
 
U.K./European Operations
 
Total
Operations
Operating revenues:
 
 
 
 
 
 
 
Freight revenues
$
448,907

 
$
51,171

 
$
167,118

 
$
667,196

Freight-related revenues
122,503

 
52,619

 
92,024

 
267,146

All other revenues
32,943

 
3,291

 
13,415

 
49,649

Total operating revenues
$
604,353

 
$
107,081

 
$
272,557

 
$
983,991

Operating income/(loss)
$
149,001

 
$
(2,370
)
 
$
(2,441
)
 
$
144,190

Depreciation and amortization
$
73,313

 
$
13,889

 
$
13,052

 
$
100,254

Interest expense, net
$
20,130

 
$
4,793

 
$
10,382

 
$
35,305

Provision for/(benefit from) income taxes
$
36,962

 
$
(277
)
 
$
(1,765
)
 
$
34,920

Expenditures for additions to property & equipment, net of grants from outside parties
$
64,939

 
$
5,654

 
$
16,738

 
$
87,331

The following tables set forth select balance sheet data for the Company's reportable segments as of June 30, 2017 and December 31, 2016 (dollars in thousands): 
 
June 30, 2017
 
North American Operations
 
Australian Operations
 
U.K./European Operations
 
Total
Operations
Cash and cash equivalents
$
11,266

 
$
47,602

 
$
24,875

 
$
83,743

Property and equipment, net
$
3,607,366

 
$
660,454

 
$
322,920

 
$
4,590,740

 
December 31, 2016
 
North American Operations
 
Australian Operations
 
U.K./European Operations
 
Total
Operations
Cash and cash equivalents
$
10,137

 
$
9,213

 
$
12,969

 
$
32,319

Property and equipment, net
$
3,590,625

 
$
634,148

 
$
278,546

 
$
4,503,319


29

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

16. RECENTLY ISSUED ACCOUNTING STANDARDS:
Accounting Standards Not Yet Effective
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. In August 2015, the FASB issued ASU 2015-14, which approved a one-year deferral of the effective date of the new revenue recognition standard. In March 2016, the FASB issued ASU 2016-08, which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, which provides clarification when identifying performance obligations and providing implementation guidance on licensing. In May 2016, the FASB issued ASU 2016-12, which clarifies the objective of the collectibility criterion. The new standards will become effective for the Company on January 1, 2018, and the Company plans to adopt the accounting standards on a modified retrospective basis with the cumulative effect of initially applying the standards recognized as an adjustment to opening retained earnings at January 1, 2018. The Company is currently assessing the impact of adopting this guidance for its existing portfolio of customer contracts and will continue to assess new contracts entered into prior to the adoption of the new standard. Based on its current assessment, the Company does not expect the adoption of this guidance to have a material change to its revenue recognition, although additional disclosures will be required to help users of the financial statements understand the nature, amount and timing of revenue and cash flows arising from the Company’s contracts with customers.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities, which requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value, with subsequent changes in fair value recognized in net income. The amendments also impact certain disclosure requirements for financial instruments. The amendments will become effective for the Company beginning January 1, 2018. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will require lessees to recognize leases on their balance sheets as a right-of-use asset with a corresponding liability. Lessees are permitted to make an accounting policy election to not recognize an asset and liability for leases with a term of 12 months or less. Additional qualitative and quantitative disclosures, including significant judgments made by management, will also be required. The new standard will become effective for the Company beginning January 1, 2019, and will require a modified retrospective transition approach. Early application is permitted. The Company is currently assessing the impact of adopting this guidance on its consolidated financial statements. At December 31, 2016, the Company disclosed approximately $546 million in aggregate future minimum operating lease payments and will evaluate those contracts as well as other existing arrangements to determine if they qualify for lease accounting under the new standard and will assess new contracts entered into prior to the adoption of the new standard. The Company does not plan to adopt the standard early.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments, which provides guidance on eight targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows. The amendments will become effective for the Company January 1, 2018. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated statements of cash flows.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash, which requires that a statement of cash flows explain the change during the period in total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. The amendments will become effective for the Company beginning January 1, 2018. The Company does not expect the adoption of this guidance to have a material impact on its consolidated statements of cash flows.
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments will become effective for the Company beginning January 1, 2018. The Company will take the amendments into consideration when assessing whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses.

30

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

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The amendments will become effective for the Company beginning January 1, 2020. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.
In March 2017, the FASB issued ASU 2017-07, Compensation—Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of the net benefit cost are required to be presented in the statement of operations separately from the service cost component and outside a subtotal of operating income, if one is presented. The amendments will become effective for the Company beginning January 1, 2018. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718), Scope of Modification Accounting, which provides guidance on which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendments will become effective for the Company beginning January 1, 2018. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.    
17. SUBSEQUENT EVENT:
Effective July 1, 2017, the state of Illinois increased its corporate income tax rate by 1.75%, which the Company expects will increase its deferred income tax liability by approximately $2 million as of the effective date.

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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 2016 Annual Report on Form 10-K. When comparing our results of 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, commodity prices, competitive forces, changes in foreign currency exchange rates, rail network congestion, one-time freight moves, fuel price fluctuations, customer plant expansions and shutdowns, sales of property and equipment, derailments and weather-related conditions, such as hurricanes, cyclones, tornadoes, high winds, droughts, heavy snowfall, unseasonably hot or cold weather, freezing and flooding, among other factors. 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 commodity shipments that are sensitive to general economic conditions, global commodity prices and foreign exchange rates, such as steel products, iron ore, paper products, lumber and forest products and agricultural products, as well as product specific market conditions, such as the availability of lower priced alternative sources of power generation (coal) and energy commodity price differentials (crude oil and natural gas liquids) or congestion at deep seaports (intermodal). 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. When we discuss foreign exchange impact, we are referring to the change in our results due to the change in foreign currency exchange rates. We calculate foreign exchange impact by comparing the prior period results translated from local currency to United States dollars using current period exchange rates to the prior period results in United States dollars as reported. Constant currency, which is a non-GAAP measure, reflects the prior period results translated at the current period exchange rates. When we discuss results from existing operations or same railroad operations, we are referring to the change in our results, period-over-period, associated with operations that we managed in both periods (i.e., excluding the impact of acquisitions).
Overview
We own or lease 122 freight railroads worldwide that are organized in 10 operating regions with approximately 8,000 employees and more than 3,000 customers.
The financial results of our 10 operating regions are reported in the following three reportable segments:
North America Operations: Our eight North American regions serve 41 U.S. states and four Canadian provinces and include 115 short line and regional freight railroads with more than 13,000 track-miles.
Australia Operations: Our Australia Region provides rail freight services in New South Wales, including in the Hunter Valley coal supply chain, the Northern Territory and South Australia, including operating the 1,400-mile Tarcoola-to-Darwin rail line. As of December 1, 2016, our Australia Region is 51.1% owned by us and 48.9% owned by a consortium of funds and clients managed by Macquarie Infrastructure and Real Assets (MIRA).
U.K./Europe Operations: Our U.K./European Region is led by Freightliner Group Limited (Freightliner), the United Kingdom's (U.K.) largest rail maritime intermodal operator and the second-largest rail freight company. Operations also include heavy-haul in Poland and Germany, intermodal services connecting Northern European seaports with key industrial regions in Germany, and regional rail services in the Netherlands and Belgium.

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Table of Contents

On May 3, 2017, our subsidiary, GWI UK Acquisition Company Limited, purchased for cash all of the issued share capital of Pentalver Transport Limited (Pentalver) from a subsidiary of APM Terminals (a subsidiary of A P Møller-Maersk A/S) for £97.8 million (or approximately $126.2 million at the exchange rate on May 3, 2017). For additional information regarding Pentalver, see Note 2, Changes in Operations, to our Consolidated Financial Statements set forth in "Part I Item 1. Financial Statements" of this quarterly report.
On May 31, 2017, we completed the acquisition of the outstanding shares of Atlantic Western Transportation, Inc., parent company of Heart of Georgia Railroad, Inc. (HOG), for $5.6 million in cash and contingent consideration of $5.7 million. The contingent consideration is payable to the sellers upon satisfaction of certain conditions, which we expect to be paid in 2021.
Impact of GRail Acquisition on our Financial Presentation
Our Australian business underwent a transformational change on December 1, 2016, with the acquisition of Glencore Rail (NSW) Pty Limited (GRail) and the formation of the Australia Partnership, which we control through our 51.1% interest. The GRail acquisition significantly expanded our operations in New South Wales. In conjunction with the GRail acquisition that closed on December 1, 2016, we issued a 48.9% equity stake in our Australian subsidiary, G&W Australia Holdings LP (GWAHLP) to MIRA. We retained a 51.1% controlling interest in GWAHLP and continue to consolidate 100% of our Australian Operations in our financial statements and report a noncontrolling interest for MIRA’s 48.9% equity ownership. As a result, our operating revenues and operating income for the three and six months ended June 30, 2017 included 100% of our Australian business, while net income attributable to G&W reflects our 51.1% ownership position in our Australian business.
Prior to the GRail acquisition, our Australian subsidiary, Freightliner Australia Pty Ltd (FLA), provided rail operator services to GRail, which were recorded as freight-related revenues. These freight-related services continued post acquisition, but are now eliminated in consolidation. Revenues from the GRail acquisition are now included in G&W’s consolidated freight revenues from new operations.
Overview of Three-Month Results
Consolidated Results
Our operating revenues increased $39.1 million, or 7.8%, to $540.4 million for the three months ended June 30, 2017, compared with $501.4 million for the three months ended June 30, 2016. Operating income for the three months ended June 30, 2017 was $101.3 million, compared with $87.2 million for the three months ended June 30, 2016, an increase of $14.1 million, or 16.2%. Our operating ratio, defined as operating expenses divided by operating revenues, was 81.2% for the three months ended June 30, 2017, compared with 82.6% for the three months ended June 30, 2016.
Net income attributable to G&W for the three months ended June 30, 2017 was $46.0 million, compared with net income of $48.4 million for the three months ended June 30, 2016. Our diluted earnings per common share (EPS) for the three months ended June 30, 2017 were $0.74 with 62.4 million weighted average shares outstanding, compared with diluted EPS of $0.83 with 58.1 million weighted average shares outstanding for the three months ended June 30, 2016.
Items Affecting Comparability
Our results for the three months ended June 30, 2017 and 2016 included certain items affecting comparability between the periods that are set forth below (dollars in millions, except per share amounts):
 
 
Income/(Loss) Before Taxes Impact
 
After-Tax Net Income/(Loss) Attributable to G&W Impact
 
Diluted Earnings/(Loss) Per Common Share Impact
Three Months Ended June 30, 2017
 
 
 
 
 
 
Corporate development and related costs
 
$
(3.7
)
 
$
(2.7
)
 
$
(0.04
)
Restructuring costs
 
$
(2.4
)
 
$
(2.2
)
 
$
(0.03
)
Gain on sale of investment
 
$
1.6

 
$
1.0

 
$
0.02

 
 
 
 
 
 
 
Three Months Ended June 30, 2016
 
 
 
 
 
 
Corporate development and related costs
 
$
(2.6
)
 
$
(1.8
)
 
$
(0.03
)
Restructuring costs
 
$
(5.0
)
 
$
(4.0
)
 
$
(0.07
)
Q2 2016 Short Line Tax Credit
 
$

 
$
7.2

 
$
0.12


33

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For the three months ended June 30, 2017, our results included corporate development and related costs of $3.7 million, primarily related to the acquisition and integration of Pentalver, as well as restructuring costs of $2.4 million, primarily in our U.K./Europe Region. The results for the three months ended June 30, 2017 also included a $1.6 million gain on the sale of an investment in the United States.
For the three months ended June 30, 2016, our results included restructuring costs of $5.0 million, primarily associated with our U.K./Europe Region and corporate development and related costs of $2.6 million, primarily related to the acquisition of GRail and integration costs associated with Freightliner. The results for the three months ended June 30, 2016 also included an income tax benefit of $7.2 million associated with the United States Short Line Tax Credit. The Short Line Tax Credit expired on December 31, 2016.
Results by Segment
North America
Operating revenues from our North American Operations increased $11.1 million, or 3.6%, to $315.7 million for the three months ended June 30, 2017, compared with $304.6 million for the three months ended June 30, 2016. The increase in operating revenues from our North American Operations was primarily due to $8.7 million from new operations as well as increases in agricultural products and minerals and stone revenues.
North American Operations traffic increased 10,924 carloads, or 2.8%, to 397,047 carloads for the three months ended June 30, 2017. Excluding 11,483 carloads from new operations, same railroad traffic decreased 559 carloads, or 0.1%. The traffic decrease was principally due to decreases of 1,873 carloads of metallic ores traffic (primarily in the Mountain West and Coastal regions), 1,839 carloads of petroleum products traffic (primarily in the Northeast and Mountain West regions), 1,695 carloads of metals traffic (primarily in the Southern and Coastal regions), 1,547 carloads of chemicals and plastics traffic (primarily in the Mountain West Region) and 1,514 carloads of pulp and paper traffic (primarily in the Southern and Coastal regions), partially offset by increases of 3,235 carloads of agricultural products traffic (primarily in the Central and Mountain West regions), 2,422 carloads of waste traffic (primarily in Northeast and Pacific regions) and 1,380 carloads of minerals and stone traffic (primarily in Central Region). All remaining traffic increased by a net 872 carloads.
Operating income from our North American Operations for the three months ended June 30, 2017 was $79.6 million, compared with $79.0 million for the three months ended June 30, 2016. The operating ratio for our North American Operations for the three months ended June 30, 2017 was 74.8%, compared with 74.1% for the three months ended June 30, 2016.
Australia
Operating revenues from our Australian Operations increased $21.5 million, or 38.9%, to $76.8 million for the three months ended June 30, 2017, compared with $55.3 million for the three months ended June 30, 2016. Excluding $16.2 million of net revenues from new operations and a $0.4 million increase due to the impact of foreign currency appreciation, Australian Operations same railroad revenues increased $5.0 million, or 8.9%, primarily due to an increase in metallic ores revenues.
Australian Operations traffic increased 101,838 carloads to 146,089 carloads for the three months ended June 30, 2017. Excluding 92,659 carloads from new operations, same railroad traffic increased 9,179 carloads, or 20.7% for the three months ended June 30, 2017, compared with the three months ended June 30, 2016. The traffic increase was principally due to increases of 6,836 carloads of metallic ores traffic and 4,871 carloads of agricultural products traffic, partially offset by a decrease of 2,359 carloads of minerals and stone traffic. All remaining traffic decreased by 169 carloads.
Operating income from our Australian Operations for the three months ended June 30, 2017 was $20.3 million, compared with $9.4 million for the three months ended June 30, 2016. The operating ratio for our Australian Operations was 73.6% for the three months ended June 30, 2017, compared with an operating ratio of 83.0% for the three months ended June 30, 2016.
U.K./Europe
Operating revenues from our U.K./European Operations increased $6.4 million, or 4.5%, to $148.0 million for the three months ended June 30, 2017, compared with $141.5 million for the three months ended June 30, 2016. Excluding $25.5 million from new operations and an $11.8 million decrease due to the impact of foreign currency depreciation, U.K./European Operations same railroad revenues decreased $7.3 million, or 5.6%, primarily due to a decrease in Continental Europe intermodal revenues following the completion of the restructuring of ERS Railways B.V. (ERS) in the first half of 2017.
U.K./European Operations traffic decreased 9,596 carloads, or 3.5%, to 266,946 carloads for the three months ended June 30, 2017. The traffic decrease was principally due to decreases of 11,452 carloads of intermodal traffic (primarily in Continental Europe) and 5,276 carloads of coal and coke traffic (primarily in the U.K.), partially offset by an increase of 7,062 carloads of minerals and stone traffic (primarily in Poland). All remaining traffic increased by a net 70 carloads.

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Our U.K./European Operations had operating income of $1.5 million for the three months ended June 30, 2017, compared with an operating loss of $1.2 million for the three months ended June 30, 2016. Our U.K./European Operations operating income for the three months ended June 30, 2017 included $2.3 million of restructuring costs and $2.1 million of corporate development and related costs, primarily related to the integration and acquisition of Pentalver. The operating loss from our U.K./European Operations for the three months ended June 30, 2016 included $4.6 million of restructuring costs.
Overview of Six-Month Results
Operating revenues increased $75.6 million, or 7.7% to $1,059.5 million for the six months ended June 30, 2017, compared with $984.0 million for the six months ended June 30, 2016. Operating income for the six months ended June 30, 2017 was $178.8 million, compared with $144.2 million for the six months ended June 30, 2016, an increase of $34.6 million, or 24.0%. Our operating ratio was 83.1% for the six months ended June 30, 2017, compared with 85.3% for the six months ended June 30, 2016.
Net income attributable to G&W for the six months ended June 30, 2017 was $72.2 million, compared with net income of $75.4 million for the six months ended June 30, 2016. Our diluted EPS for the six months ended June 30, 2017 were $1.16 with 62.4 million weighted average shares outstanding, compared with diluted EPS of $1.30 with 58.0 million weighted average shares outstanding for the six months ended June 30, 2016.
During the six months ended June 30, 2017, we generated $224.3 million in cash flows from operating activities. During the same period, we purchased $91.5 million of property and equipment, including $1.6 million for new business investments, partially offset by $11.6 million in cash received from government grants and other outside parties for capital spending. We also paid $2.3 million in net payments on our outstanding debt obligations.
Items Affecting Comparability
Our results for the six months ended June 30, 2017 and 2016 included certain items affecting comparability between the periods that are set forth below (dollars in millions, except per share amounts):
 
 
Income/(Loss) Before Taxes Impact
 
After-Tax Net Income/(Loss) Attributable to G&W Impact
 
Diluted Earnings/(Loss) Per Common Share Impact
Six Months Ended June 30, 2017
 
 
 
 
 
 
Corporate development and related costs
 
$
(9.1
)
 
$
(5.9
)
 
$
(0.10
)
Restructuring costs
 
$
(6.1
)
 
$
(5.6
)
 
$
(0.09
)
Gain on sale of investment
 
$
1.6

 
$
1.0

 
$
0.02

 
 
 
 
 
 
 
Six Months Ended June 30, 2016
 
 
 
 
 
 
Australia impairment and related costs
 
$
(21.1
)
 
$
(16.8
)
 
$
(0.29
)
Corporate development and related costs
 
$
(3.1
)
 
$
(2.1
)
 
$
(0.03
)
Restructuring costs
 
$
(6.1
)
 
$
(4.8
)
 
$
(0.08
)
Q2 2016 Short Line Tax Credit
 
$

 
$
13.5

 
$
0.23

Changes in Operations
North American Operations
Heart of Georgia Railroad, Inc.: On May 31, 2017, we completed the acquisition of the outstanding shares of Atlantic Western Transportation, Inc., parent company of Heart of Georgia Railroad, Inc. (HOG), for $5.6 million in cash and contingent consideration of $5.7 million. The contingent consideration is payable to the sellers upon satisfaction of certain conditions, which we expect to be paid in 2021. The results of operations from HOG have been included in our consolidated statement of operations within our North American Operations segment since the acquisition date. For additional information regarding HOG, see Note 2, Changes in Operations, to our Consolidated Financial Statements set forth in "Part I Item 1. Financial Statements" of this quarterly report.

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Providence and Worcester Railroad Company: On November 1, 2016, we completed the acquisition of 100% of the outstanding common stock of Providence and Worcester Railroad Company (P&W) for $25.00 per share, or $126.2 million. The acquisition was funded with borrowings under our Second Amended and Restated Senior Secured Syndicated Credit Facility Agreement, as amended (the Credit Agreement) (see Note 6, Long-Term Debt, to our Consolidated Financial Statements set forth in "Part I Item 1. Financial Statements" of this quarterly report). The results of operations from P&W have been included in our consolidated statements of operations within our North American Operations segment since the acquisition date. We incurred $2.8 million of integration costs associated with P&W during the six months ended June 30, 2017, of which $2.4 million was included within labor and benefits expense primarily for severance costs and $0.4 million was included within other expenses in our consolidated statement of operations. For additional information regarding the acquisition of P&W, see Note 2, Changes in Operations, to our Consolidated Financial Statements set forth in "Part I Item 1. Financial Statements" of this quarterly report.
Australian Operations
Glencore Rail (NSW) Pty Limited: On December 1, 2016, our subsidiary completed the acquisition of GRail for A$1.14 billion (or approximately $844.9 million at an exchange rate of $0.74 for one Australian dollar) and concurrently issued a 48.9% equity stake in GWAHLP (collectively, the Australia Partnership), which is the holding entity for all of our Australian businesses, including GRail, to MIRA, a large private-equity infrastructure investment firm. Through wholly-owned subsidiaries, we retained a 51.1% ownership in GWAHLP. As we maintain control of our Australian Operations, we continue to consolidate 100% of our Australian Operations in our financial statements and report a noncontrolling interest for MIRA’s 48.9% equity ownership.
We and MIRA contributed A$1.3 billion in the form of cash, partner loans and contributed equity, and our recently established subsidiary, GWI Acquisitions Pty Ltd (GWIA), entered into a five-year A$690 million senior secured term loan facility that is non-recourse to us and to MIRA. The proceeds were used to acquire GRail for A$1.14 billion, repay Genesee & Wyoming Australia’s (GWA) existing A$250 million term loan (under our credit facility) and pay A$19.8 million in debt issuance costs and A$13.2 million of acquisition-related costs (collectively the GRail Transactions). The foreign exchange rate used to translate the transaction amounts to United States dollars (USD) was $0.74 for one Australian dollar (AUD).
GRail’s coal haulage business was established in 2010 as an alternative rail service provider to the incumbent railroads in the Hunter Valley and has grown to be the third-largest coal haulage business in Australia. Our Freightliner Australia subsidiary (acquired by us in March 2015) has been the rail operator of GRail since inception and presently provides haulage and logistics services for approximately 40 million tonnes per year of steam coal that is among the lowest cost and highest quality coal in the world sold principally to customers in Japan, Korea and Taiwan. These services have continued following the GRail transaction.
    In conjunction with the GRail acquisition, we entered into a 20-year rail haulage contract with the seller, Glencore Coal Pty Limited (GC), to exclusively haul all coal produced at GC’s existing mines in the Hunter Valley to the Port of Newcastle. The contract has minimum guaranteed volumes over the first 18 years.
The GRail transaction included the acquisition of nine train sets (30 locomotives and 894 railcars). Rail haulage service is operated on government-owned, open-access track that is coordinated by a neutral third party. Track access fees will continue to be paid directly by GC.
The results of operations from GRail have been included in our consolidated statement of operations within our Australian Operations segment since the December 1, 2016 acquisition date. For additional information regarding the acquisition of GRail, see Note 2, Changes in Operations, to our Consolidated Financial Statements set forth in "Part I Item 1. Financial Statements" of this quarterly report.
Arrium Limited: Between 2011 and 2014, GWA invested a total of $78 million to purchase locomotives and railcars, as well as to construct a standard gauge rolling-stock maintenance facility to support iron ore shipments from Arrium's Southern Iron mine and Whyalla-based operations, which include the Middleback Range iron ore mines and the Whyalla steelworks. Arrium mothballed its Southern Iron mine in April 2015, citing the significant decline in the price of iron ore, while the mines in the Middleback Range continued to operate. 
On April 7, 2016, Arrium announced it had entered into voluntary administration. As a result, we recorded a $13.0 million non-cash charge related to the impairment of GWA's now idle rolling-stock maintenance facility, which was recorded to net (gain)/loss on sale and impairment of assets within operating expenses, which represented the entire carrying value of these assets, and an allowance for doubtful accounts charge of $8.1 million associated with accounts receivable from Arrium, which was recorded to other expenses within operating expenses, during the first quarter of 2016. Also, as a result of the voluntary administration, all payments to GWA associated with the Southern Iron rail haulage agreement ceased.

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On July 13, 2017, Arrium's Creditor Committee announced the approval of the sale of Arrium to GFG Alliance, following satisfaction of certain conditions. In the meantime, GWA continues to provide service and receive payments under the remaining rail haulage agreement with Arrium. Pursuant to the rail haulage agreement, GWA serves several iron ore mines in the Middleback Range and the Whyalla steelworks operations, which we expect will represent A$40 million (or approximately $31 million at the exchange rate on June 30, 2017) of annual revenue, prospectively. If GWA were to lose some or all of the revenue associated with the remaining rail haulage agreement, all or a portion of GWA's assets deployed to provide service under this agreement, which consists largely of narrow gauge locomotives and railcars, could be redeployed elsewhere in Australia.
U.K./European Operations
Pentalver Transport Limited: On May 3, 2017, our subsidiary, GWI UK Acquisition Company Limited, purchased for cash all of the issued share capital of Pentalver Transport Limited (Pentalver) from a subsidiary of APM Terminals (a subsidiary of A P Møller-Maersk A/S) for £97.8 million (or $126.2 million at the exchange rate on May 3, 2017) or £77.5 million (or $100.1 million at the exchange rate on May 3, 2017) net of £20.2 million (or $26.1 million at the exchange rate on May 3, 2017) of cash received in connection with the sale. We funded the acquisition with borrowings under our Credit Agreement. The foreign exchange rate used to translate the total consideration to United States dollars was $1.29 for one British pound (GBP).
Headquartered in Southampton, U.K., Pentalver operates off-dock container terminals (most under long-term lease) strategically placed at each of the four major seaports of Felixstowe, Southampton, London Gateway and Tilbury, as well as an inland terminal located at Cannock, in the U.K. Midlands, near many of the nation’s largest distribution centers. In addition to providing storage for loaded and empty containers on over 100 acres of land, Pentalver also operates a trucking haulage service with more than 150 trucks, primarily providing daily service between the seaports of Felixstowe and Southampton and its inland terminal at Cannock. Pentalver also provides services related to container maintenance and repair (including refrigerated containers) and is one of the largest sellers of new and used containers in the U.K.
The results of operations from Pentalver have been included in our consolidated statement of operations within our U.K./European Operations segment since the May 3, 2017 acquisition date. For additional information regarding the acquisition of Pentalver, see Note 2, Changes in Operations, to our Consolidated Financial Statements set forth in "Part I Item 1. Financial Statements" of this quarterly report.
Continental Europe Intermodal Business: During 2016, we explored ways to enhance the long-term viability of ERS, the Continental Europe intermodal business Freightliner acquired from Maersk, which we acquired in 2015 with the Freightliner acquisition. Due to its limited history of profitability and competitive dynamics in the market in which it operates, we ascribed little value to it at the time of acquisition.
Despite a significant and focused effort by us, the performance of ERS reached unsustainable levels during 2016 and a restructuring plan was initiated. In conjunction with that plan, in 2017, we ceased all "open" train services from the port of Rotterdam, closed the ERS offices in Rotterdam and Frankfurt and the ERS customer services function in Warsaw. We are in the process of redistributing ERS’s leased locomotives and railcars, which have lease termination dates ranging from 2017 to 2019. These steps will enable us to focus on the deep-sea intermodal sector. Our subsidiary, Rotterdam Rail Feeding B.V., will continue its existing services and not be affected by the restructuring of ERS.
As a result of the ERS restructuring plan, we recorded impairment and related charges of $21.5 million in December 2016. These charges primarily included $14.5 million for an impairment of goodwill and $4.1 million for an impairment of a customer-related intangible asset, which were both recorded to net (gain)/loss on sale and impairment of assets within operating expenses, which represented the entire carrying value of these assets. For the six months ended June 30, 2017, we recorded $4.5 million of restructuring costs related to ERS, primarily for severance costs and costs associated with surplus locomotive and railcar leases.

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Three Months Ended June 30, 2017 Compared with Three Months Ended June 30, 2016
Consolidated Operating Results
Operating Revenues
The following table sets forth our operating revenues and total carloads by new operations and existing operations for the three months ended June 30, 2017 and 2016 (dollars in thousands):
 
Three Months Ended June 30,
 
Increase/(Decrease) in Total Operations
 
Increase/(Decrease) in Existing Operations
 
Currency Impact
 
2017
 
 
 
 
 
 
Total Operations
 
New Operations
 
Eliminations (a)
 
Existing Operations
 
2016
 
Amount
 
%
 
Amount
 
%
 
Freight revenues
$
383,155

 
$
36,086

 

 
$
347,069

 
$
340,782

 
$
42,373

 
12.4
 %
 
$
6,287

 
1.8
 %
 
$
(7,629
)
Freight-related revenues
127,621

 
18,123

 
(11,576
)
 
121,074

 
133,688

 
(6,067
)
 
(4.5
)%
 
(12,614
)
 
(9.4
)%
 
(3,932
)
All other revenues
29,657

 
7,772

 

 
21,885

 
26,905

 
2,752

 
10.2
 %
 
(5,020
)
 
(18.7
)%
 
(889
)
Total operating revenues
$
540,433

 
$
61,981

 
$
(11,576
)
 
$
490,028

 
$
501,375

 
$
39,058

 
7.8
 %
 
$
(11,347
)
 
(2.3
)%
 
$
(12,450
)
Carloads
810,082

 
104,142

 

 
705,940

 
706,916

 
103,166

 
14.6
 %
 
(976
)
 
(0.1
)%
 
 
(a)
Represents revenues for services provided by Freightliner Australia to GRail, which were eliminated in our consolidated revenues.
Operating Expenses
Total operating expenses for the three months ended June 30, 2017 increased $24.9 million, or 6.0%, to $439.1 million, compared with $414.2 million for the three months ended June 30, 2016. The increase consisted of $39.0 million from new operations, partially offset by a decrease of $14.1 million from existing operations. When we discuss either operating expenses from existing operations or same railroad operating expenses, we are referring to the change in our operating expenses, period-over-period, associated with operations that we managed in both periods (i.e., excluding the impact of acquisitions). The decrease from existing operations was primarily due to a $12.4 million decrease from the net depreciation of foreign currencies relative to the United States dollar, as well as decreases in equipment rents of $6.1 million and purchased services of $2.6 million. These decreases were partially offset by increases of $5.1 million in diesel fuel used in train operations and $3.0 million in labor and benefits expense.
The following table sets forth our total operating expenses for the three months ended June 30, 2017 and 2016 (dollars in thousands):
 
Three Months Ended June 30,
 
Increase/(Decrease)
 
Currency
Impact
 
2016 Constant Currency*
 
Increase/(Decrease)Constant Currency*
 
2017
 
2016
 
 
 
 
 
Amount
 
% of
Operating
Revenues
 
Amount
 
% of
Operating
Revenues
 
 
 
Labor and benefits
$
162,615

 
30.1
 %
 
$
155,948

 
31.1
 %
 
$
6,667

 
$
(4,559
)
 
$
151,389

 
$
11,226

Equipment rents
33,237

 
6.2
 %
 
38,426

 
7.7
 %
 
(5,189
)
 
(1,698
)
 
36,728

 
(3,491
)
Purchased services
56,795

 
10.5
 %
 
51,632

 
10.3
 %
 
5,163

 
(1,920
)
 
49,712

 
7,083

Depreciation and amortization
61,513

 
11.4
 %
 
50,924

 
10.2
 %
 
10,589

 
(789
)
 
50,135

 
11,378

Diesel fuel used in train operations
33,030

 
6.1
 %
 
28,251

 
5.5
 %
 
4,779

 
(869
)
 
27,382

 
5,648

Electricity used in train operations
2,134

 
0.4
 %
 
3,304

 
0.7
 %
 
(1,170
)
 
(164
)
 
3,140

 
(1,006
)
Casualties and insurance
10,179

 
1.9
 %
 
9,442

 
1.9
 %
 
737

 
(97
)
 
9,345

 
834

Materials
26,651

 
4.9
 %
 
21,393

 
4.3
 %
 
5,258

 
(540
)
 
20,853

 
5,798

Trackage rights
21,797

 
4.0
 %
 
21,152

 
4.2
 %
 
645

 
(691
)
 
20,461

 
1,336

Net gain on sale and impairment of assets
(354
)
 
(0.1
)%
 
(308
)
 
(0.1
)%
 
(46
)
 
8

 
(300
)
 
(54
)
Restructuring costs
2,361

 
0.4
 %
 
4,970

 
1.0
 %
 
(2,609
)
 
(456
)
 
4,514

 
(2,153
)
Other expenses
29,135

 
5.4
 %
 
29,047

 
5.8
 %
 
88

 
(582
)
 
28,465

 
670

Total operating expenses
$
439,093

 
81.2
 %
 
$
414,181

 
82.6
 %
 
$
24,912

 
$
(12,357
)
 
$
401,824

 
$
37,269

* Constant currency amounts reflect the prior period results translated at the current period exchange rates.

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Table of Contents

Operating Income/Operating Ratio
Operating income was $101.3 million for the three months ended June 30, 2017, compared with $87.2 million for the three months ended June 30, 2016. Operating income for the three months ended June 30, 2017 included corporate development and related costs of $3.7 million, primarily related to the acquisition and integration of Pentalver, as well as restructuring costs of $2.4 million, primarily in our U.K./Europe Region. Operating income for the three months ended June 30, 2016 included restructuring costs of $5.0 million and corporate development and related costs of $2.6 million. Our operating ratio was 81.2% for the three months ended June 30, 2017, compared with 82.6% for the three months ended June 30, 2016.
Interest Expense
Interest expense was $25.8 million for the three months ended June 30, 2017, compared with $17.7 million for the three months ended June 30, 2016. The increase in interest expense was primarily due to a higher debt balance resulting from the GRail Transactions in December 2016, as well as higher interest rates in 2017, compared with 2016.
Provision for Income Taxes
Our effective income tax rate for the three months ended June 30, 2017 was 38.1%, compared with 31.4% for the three months ended June 30, 2016. The higher effective income tax rate for the three months ended June 30, 2017 was primarily driven by an income tax benefit of $7.2 million recorded in three months ended June 30, 2016 associated with the United States Short Line Tax Credit. The Short Line Tax Credit expired on December 31, 2016. In addition, with regard to a valuation allowance recorded against deferred tax assets, primarily associated with losses at ERS that we believe will not be realizable, our provision for income taxes for the three months ended June 30, 2017 included a decrease to the valuation allowance of €0.6 million (or $0.6 million at the average exchange rate for the period). For additional information regarding our provision for income taxes, see Note 10, Income Taxes, to our Consolidated Financial Statements set forth in "Part I Item 1. Financial Statements" of this quarterly report.
Net Income Attributable to G&W and Earnings Per Common Share
Net income attributable to G&W for the three months ended June 30, 2017 was $46.0 million, compared with $48.4 million for the three months ended June 30, 2016. Our basic EPS were $0.75 with 61.6 million weighted average shares outstanding for the three months ended June 30, 2017, compared with basic EPS of $0.85 with 57.2 million weighted average shares outstanding for the three months ended June 30, 2016. Our diluted EPS for the three months ended June 30, 2017 were $0.74 with 62.4 million weighted average shares outstanding, compared with diluted EPS of $0.83 with 58.1 million weighted average shares outstanding for the three months ended June 30, 2016. Our results for the three months ended June 30, 2017 and 2016 included certain items affecting comparability between the periods as previously presented in the "Overview—Overview of Three-Month Results—Items Affecting Comparability."
Operating Results by Segment
Our various rail operations are organized into 10 operating regions. We present our financial information as three reportable segments: North American Operations, Australian Operations and U.K./European Operations. Each of our segments generates the following three categories of revenues from external customers: freight revenues, freight-related revenues and all other revenues. Our eight North American regions are aggregated into one segment as a result of having similar economic and operating characteristics.
The results of operations of our foreign entities are maintained in the respective local currency (the Australian dollar, the British pound, 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.

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Table of Contents

The following tables set forth results from our North American Operations, Australian Operations and U.K./European Operations for the three months ended June 30, 2017 and 2016 (dollars in thousands):
 
 
Three Months Ended June 30, 2017
 
 
North
American
Operations
 
Australian
Operations
 
U.K./European Operations
 
Total
Operations
Operating revenues:
 
 
 
 
 
 
 
 
Freight revenues
 
$
238,373

 
$
63,753

 
$
81,029

 
$
383,155

Freight-related revenues
 
61,183

 
11,500

 
54,938

 
127,621

All other revenues
 
16,118

 
1,556

 
11,983

 
29,657

Total operating revenues
 
$
315,674

 
$
76,809

 
$
147,950

 
$
540,433

Operating expenses:
 
 
 
 
 
 
 
 
Labor and benefits
 
$
102,175

 
$
17,775

 
$
42,665

 
$
162,615

Equipment rents
 
13,380

 
1,334

 
18,523

 
33,237

Purchased services
 
15,423

 
6,470

 
34,902

 
56,795

Depreciation and amortization
 
38,919

 
14,970

 
7,624

 
61,513

Diesel fuel used in train operations
 
16,546

 
6,320

 
10,164

 
33,030

Electricity used in train operations
 

 

 
2,134

 
2,134

Casualties and insurance
 
7,811

 
1,379

 
989

 
10,179

Materials
 
13,061

 
2,517

 
11,073

 
26,651

Trackage rights
 
9,189

 
3,484

 
9,124

 
21,797

Net gain on sale and impairment of assets
 
(328
)
 
(20
)
 
(6
)
 
(354
)
Restructuring costs
 
14

 

 
2,347

 
2,361

Other expenses
 
19,898

 
2,330

 
6,907

 
29,135

Total operating expenses
 
236,088

 
56,559

 
146,446


439,093

Operating income
 
$
79,586

 
$
20,250

 
$
1,504


$
101,340

Operating ratio
 
74.8
%
 
73.6
%
 
99.0
%
 
81.2
%
Interest expense, net
 
$
9,560

 
$
13,835

 
$
1,809

 
$
25,204

Provision for/(benefit from) income taxes
 
$
27,789

 
$
1,931

 
$
(123
)
 
$
29,597

Expenditures for additions to property & equipment, net of grants from outside parties
 
$
40,012

 
$
3,714

 
$
3,190

 
$
46,916

Carloads
 
397,047

 
146,089

 
266,946

 
810,082


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Table of Contents

 
 
Three Months Ended June 30, 2016
 
 
North
American
Operations
 
Australian
Operations
 
U.K./European Operations
 
Total
Operations
Operating revenues:
 
 
 
 
 
 
 
 
Freight revenues
 
$
227,082

 
$
26,394

 
$
87,306

 
$
340,782

Freight-related revenues
 
60,978

 
27,129

 
45,581

 
133,688

All other revenues
 
16,515

 
1,760

 
8,630

 
26,905

Total operating revenues
 
$
304,575

 
$
55,283

 
$
141,517

 
$
501,375

Operating expenses:
 
 
 
 
 
 
 
 
Labor and benefits
 
95,587

 
16,800

 
43,561

 
155,948

Equipment rents
 
14,218

 
1,630

 
22,578

 
38,426

Purchased services
 
16,263

 
6,098

 
29,271

 
51,632

Depreciation and amortization
 
37,124

 
7,233

 
6,567

 
50,924

Diesel fuel used in train operations
 
13,837

 
4,538

 
9,876

 
28,251

Electricity used in train operations
 

 

 
3,304

 
3,304

Casualties and insurance
 
7,013

 
1,553

 
876

 
9,442

Materials
 
12,946

 
2,870

 
5,577

 
21,393

Trackage rights
 
8,885

 
2,028

 
10,239

 
21,152

Net gain on sale and impairment of assets
 
(236
)
 

 
(72
)
 
(308
)
Restructuring costs
 
335

 
23

 
4,612

 
4,970

Other expenses
 
19,580

 
3,129

 
6,338

 
29,047

Total operating expenses
 
225,552

 
45,902

 
142,727


414,181

Operating income/(loss)
 
$
79,023

 
$
9,381

 
$
(1,210
)

$
87,194

Operating ratio
 
74.1
%
 
83.0
%
 
100.9
%
 
82.6
%
Interest expense, net
 
$
9,666

 
$
2,398

 
$
5,341

 
$
17,405

Provision for/(benefit from) income taxes
 
$
20,953

 
$
2,247

 
$
(1,088
)
 
$
22,112

Expenditures for additions to property & equipment, net of grants from outside parties
 
$
39,523

 
$
4,787

 
$
11,338

 
$
55,648

Carloads
 
386,123

 
44,251

 
276,542

 
706,916

North American Operations
Operating Revenues
The following table sets forth our North American Operations operating revenues and carloads by new operations and existing operations for the three months ended June 30, 2017 and 2016 (dollars in thousands):
 
Three Months Ended June 30,
 
Increase/(Decrease) in Total Operations
 
Increase/(Decrease) in Existing Operations
 
Currency Impact
 
2017
 
2016
 
 
 
 
Total Operations
 
New Operations
 
Existing Operations
 
 
Amount
 
%
 
Amount
 
%
 
Freight revenues
$
238,373

 
$
8,328

 
$
230,045

 
$
227,082

 
$
11,291

 
5.0
 %
 
$
2,963

 
1.3
 %
 
$
(697
)
Freight-related revenues
61,183

 
238

 
60,945

 
60,978

 
205

 
0.3
 %
 
(33
)
 
(0.1
)%
 
(195
)
All other revenues
16,118

 
139

 
15,979

 
16,515

 
(397
)
 
(2.4
)%
 
(536
)
 
(3.2
)%
 
(126
)
Total operating revenues
$
315,674

 
$
8,705

 
$
306,969

 
$
304,575

 
$
11,099

 
3.6
 %
 
$
2,394

 
0.8
 %
 
$
(1,018
)
Carloads
397,047

 
11,483

 
385,564

 
386,123

 
10,924

 
2.8
 %
 
(559
)
 
(0.1
)%
 
 

41

Table of Contents

Freight Revenues
The following table sets forth the changes in our North American Operations freight revenues by commodity group segregated into new operations and existing operations for the three months ended June 30, 2017 and 2016 (dollars in thousands):
 
Three Months Ended June 30,
 
Increase/(Decrease) in Total Operations
 
New Operations
 
Currency Impact
 
2016 Constant Currency*
 
Increase/(Decrease) in Existing Operations Constant Currency*
 
2017
 
2016
 
 
 
 
 
Commodity Group
Amount
 
Amount
 
 
 
 
 
Agricultural Products
$
31,279

 
$
27,178

 
$
4,101

 
$
454

 
$
(37
)
 
$
27,141

 
$
3,684

Autos & Auto Parts
5,730

 
4,980

 
750

 
625

 
(39
)
 
4,941

 
164

Chemicals & Plastics
37,400

 
35,743

 
1,657

 
2,174

 
(137
)
 
35,606

 
(380
)
Coal & Coke
15,382

 
15,051

 
331

 

 
(24
)
 
15,027

 
355

Food & Kindred Products
8,325

 
7,973

 
352

 
218

 
(14
)
 
7,959

 
148

Intermodal
238

 
1

 
237

 
238

 

 
1

 
(1
)
Lumber & Forest Products
22,323

 
20,842

 
1,481

 
563

 
(42
)
 
20,800

 
960

Metallic Ores
2,920

 
4,615

 
(1,695
)
 

 
(38
)
 
4,577

 
(1,657
)
Metals
26,079

 
27,157

 
(1,078
)
 
524

 
(106
)
 
27,051

 
(1,496
)
Minerals & Stone
34,562

 
29,502

 
5,060

 
2,333

 
(40
)
 
29,462

 
2,767

Petroleum Products
15,844

 
17,180

 
(1,336
)
 
348

 
(62
)
 
17,118

 
(1,622
)
Pulp & Paper
26,077

 
26,062

 
15

 
300

 
(130
)
 
25,932

 
(155
)
Waste
7,144

 
5,551

 
1,593

 
342

 
(4
)
 
5,547

 
1,255

Other
5,070

 
5,247

 
(177
)
 
209

 
(24
)
 
5,223

 
(362
)
Total freight revenues
$
238,373

 
$
227,082

 
$
11,291

 
$
8,328

 
$
(697
)
 
$
226,385

 
$
3,660

* Constant currency amounts reflect the prior period results translated at the current period exchange rates.
The following table sets forth our North American Operations freight revenues, carloads and average freight revenues per carload for the three months ended June 30, 2017 and 2016 (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,
 
 
2017
 
2016 Constant Currency*
 
 
Commodity Group
Amount
 
% of
Total
 
Amount
 
% of
Total
 
2017
 
2016
 
2017
 
2016
 
2016 Constant Currency*
Agricultural Products
$
31,279

 
13.1
%
 
$
27,141

 
12.0
%
 
52,953

 
49,330

 
$
591

 
$
551

 
$
550

Autos & Auto Parts
5,730

 
2.4
%
 
4,941

 
2.2
%
 
9,184

 
8,146

 
624

 
611

 
607

Chemicals & Plastics
37,400

 
15.8
%
 
35,606

 
15.7
%
 
44,814

 
44,875

 
835

 
797

 
793

Coal & Coke
15,382

 
6.5
%
 
15,027

 
6.6
%
 
46,501

 
46,237

 
331

 
326

 
325

Food & Kindred Products
8,325

 
3.5
%
 
7,959

 
3.5
%
 
14,806

 
14,448

 
562

 
552

 
551

Intermodal
238

 
0.1
%
 
1

 
%
 
2,367

 
12

 
101

 
83

 
83

Lumber & Forest Products
22,323

 
9.4
%
 
20,800

 
9.2
%
 
35,619

 
34,561

 
627

 
603

 
602

Metallic Ores
2,920

 
1.2
%
 
4,577

 
2.0
%
 
4,249

 
6,122

 
687

 
754

 
748

Metals
26,079

 
10.9
%
 
27,051

 
11.9
%
 
34,695

 
35,881

 
752

 
757

 
754

Minerals & Stone
34,562

 
14.5
%
 
29,462

 
13.0
%
 
56,768

 
51,882

 
609

 
569

 
568

Petroleum Products
15,844

 
6.6
%
 
17,118

 
7.6
%
 
23,912

 
25,462

 
663

 
675

 
672

Pulp & Paper
26,077

 
10.9
%
 
25,932

 
11.5
%
 
39,813

 
41,128

 
655

 
634

 
631

Waste
7,144

 
3.0
%
 
5,547

 
2.5
%
 
14,387

 
11,520

 
497

 
482

 
482

Other
5,070

 
2.1
%
 
5,223

 
2.3
%
 
16,979

 
16,519

 
299

 
318

 
316

Total
$
238,373

 
100.0
%
 
$
226,385

 
100.0
%
 
397,047

 
386,123

 
$
600

 
$
588

 
$
586

* Constant currency amounts reflect the prior period results translated at the current period exchange rates.

42

Table of Contents

Total traffic from our North American Operations increased 10,924 carloads, or 2.8%, to 397,047 carloads for the three months ended June 30, 2017, compared with the same period in 2016. The increase consisted of 11,483 carloads from new operations, partially offset by a decrease of 559 carloads from existing operations. The traffic decrease from existing operations was principally due to decreases of 1,873 carloads of metallic ores traffic, 1,839 carloads of petroleum products traffic, 1,695 carloads of metals traffic, 1,547 carloads of chemicals and plastics traffic and 1,514 carloads of pulp and paper traffic, partially offset by increases of 3,235 carloads of agricultural products traffic, 2,422 carloads of waste traffic and 1,380 carloads of minerals and stone traffic. All remaining traffic increased by a net 872 carloads.
Changes in average freight revenues per carload in a commodity group may be impacted by changes in customer rates and fuel surcharges, as well as changes in the mix of customer traffic within a commodity group. Excluding the impact of foreign currency, average freight revenues per carload from our North American Operations increased 2.4% to $600 for the three months ended June 30, 2017, compared with the same period in 2016. Average freight revenues per carload from existing operations excluding the impact of foreign currency increased 1.9% to $597 for the three months ended June 30, 2017, compared with the same period in 2016. Higher fuel surcharges increased average freight revenues per carload by 1.1%, while a change in the mix of commodities decreased average freight revenues per carload by 0.6%. Excluding these factors, average freight revenues per carload increased 1.4%.
The following information discusses the significant changes in our North American Operations freight revenues from existing operations by commodity group excluding the impact of foreign currency.
Agricultural products revenues increased $3.7 million, or 13.6%. Agricultural products traffic increased 3,235 carloads, or 6.6%, which increased revenues by $1.9 million, and average freight revenues per carload increased 6.5%, which increased revenues by $1.8 million. The carload increase was primarily due to increased grain and soybean meal shipments in the United States.
Metallic ores revenues decreased $1.7 million, or 36.2%. Metallic ores traffic decreased 1,873 carloads, or 30.6%, which decreased revenues by $1.3 million, and average freight revenues per carload decreased 8.2%, which decreased revenues by $0.4 million. The decrease in average freight revenues per carload was primarily due to a change in mix of business. The carload decrease was primarily due to the idling of an alumina customer facility in the southern United States in 2016 and lower production from a copper mining customer in the western United States.
Metals revenues decreased $1.5 million, or 5.5%, primarily due to a decrease in traffic of 1,695 carloads, or 4.7%. The carload decrease was primarily due to decreased shipments of scrap steel and pig iron.
Minerals and stone revenues increased $2.8 million, or 9.4%. Minerals and stone average freight revenues per carload increased 6.5%, which increased revenues by $1.9 million, and traffic increased 1,380 carloads, or 2.7%, which increased revenues by $0.8 million. The increase in average freight revenues per carload was primarily due to a change in mix of business. The carload increase was primarily due to increased frac sand shipments.
Petroleum products revenues decreased $1.6 million, or 9.5%, primarily due to a decrease in traffic of 1,839 carloads, or 7.2%. The carload decrease was primarily due to decreased shipments of liquid petroleum gases in the midwestern and western United States.
Waste revenues increased $1.3 million, or 22.6%, primarily due to an increase in traffic of 2,422 carloads, or 21.0%. The carload increase was primarily due to growth in our Pacific and Northeast regions.
Freight revenues from all remaining commodities combined increased by a net $0.7 million.
Freight-Related Revenues
Excluding a $0.2 million decrease due to the impact of foreign currency appreciation, freight-related revenues from our North American Operations, which includes revenues from railcar switching, track access fees, storage and other ancillary revenues related to the movement of freight, increased $0.4 million, or 0.7%, to $61.2 million for the three months ended June 30, 2017, compared with $60.8 million for the three months ended June 30, 2016. The increase included $0.2 million from existing operations and $0.2 million from new operations.

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Table of Contents

All Other Revenues
Excluding a $0.1 million decrease due to the impact of foreign currency appreciation, all other revenues from our North American Operations, which includes revenues from third-party railcar and locomotive repairs, property rentals, railroad construction and other ancillary revenues not directly related to the movement of freight, decreased $0.3 million, or 1.7%, to $16.1 million for the three months ended June 30, 2017, compared with $16.4 million for the three months ended June 30, 2016. The decrease included $0.4 million from existing operations, partially offset by an increase of $0.1 million from new operations.
Operating Expenses
Total operating expenses from our North American Operations increased $10.5 million, or 4.7%, to $236.1 million for the three months ended June 30, 2017, compared with $225.6 million for the three months ended June 30, 2016. The increase included $7.1 million from new operations and a $3.4 million increase from existing operations. The increase from existing operations was primarily due to increases of $3.6 million in labor and benefits and $2.2 million in diesel fuel used in train operations, partially offset by decreases of $1.7 million in purchased services and $1.5 million in equipment rents. The depreciation of the Canadian dollar relative to the United States dollar also resulted in a $0.9 million decrease in operating expenses from existing operations. The following table sets forth operating expenses from our North American Operations for the three months ended June 30, 2017 and 2016 (dollars in thousands): 
 
Three Months Ended June 30,
 
 
 
 
 
 
 
Increase/(Decrease) Constant Currency*
 
2017
 
2016
 
 
 
Currency
Impact
 
2016 Constant Currency*
 
 
Amount
 
% of
Operating
Revenues
 
Amount
 
% of
Operating
Revenues
 
Increase/(Decrease)
 
 
 
Labor and benefits
$
102,175

 
32.4
 %
 
$
95,587

 
31.4
 %
 
$
6,588

 
$
(354
)
 
$
95,233

 
$
6,942

Equipment rents
13,380

 
4.3
 %
 
14,218

 
4.7
 %
 
(838
)
 
(46
)
 
14,172

 
(792
)
Purchased services
15,423

 
4.9
 %
 
16,263

 
5.3
 %
 
(840
)
 
(73
)
 
16,190

 
(767
)
Depreciation and amortization
38,919

 
12.3
 %
 
37,124

 
12.2
 %
 
1,795

 
(223
)
 
36,901

 
2,018

Diesel fuel used in train operations
16,546

 
5.2
 %
 
13,837

 
4.5
 %
 
2,709

 
(79
)
 
13,758

 
2,788

Casualties and insurance
7,811

 
2.5
 %
 
7,013

 
2.3
 %
 
798

 
(21
)
 
6,992

 
819

Materials
13,061

 
4.1
 %
 
12,946

 
4.4
 %
 
115

 
(57
)
 
12,889

 
172

Trackage rights
9,189

 
2.9
 %
 
8,885

 
2.9
 %
 
304

 
(8
)
 
8,877

 
312

Net gain on sale and impairment of assets
(328
)
 
(0.1
)%
 
(236
)
 
(0.1
)%
 
(92
)
 
1

 
(235
)
 
(93
)
Restructuring costs
14

 
 %
 
335

 
0.1
 %
 
(321
)
 

 
335

 
(321
)
Other expenses
19,898

 
6.3
 %
 
19,580

 
6.4
 %
 
318

 
(62
)
 
19,518

 
380

Total operating expenses
$
236,088

 
74.8
 %
 
$
225,552

 
74.1
 %
 
$
10,536

 
$
(922
)
 
$
224,630

 
$
11,458

* Constant currency amounts reflect the prior period results translated at the current period exchange rates.
The following information discusses the significant changes in operating expenses of our North American Operations excluding a decrease of $0.9 million due to the net impact from foreign currency depreciation.
Labor and benefits expense was $102.2 million for the three months ended June 30, 2017, compared with $95.2 million for the three months ended June 30, 2016, an increase of $6.9 million, or 7.3%. The increase consisted of $3.6 million, or 3.8%, from existing operations and $3.3 million from new operations. The increase from existing operations was primarily due to $1.6 million of annual wage increases, $0.9 million of additional medical expenses and a $0.8 million increase in overtime costs.
Equipment rents expense was $13.4 million for the three months ended June 30, 2017, compared with $14.2 million for the three months ended June 30, 2016, a decrease of $0.8 million, or 5.6%. The decrease consisted of $1.5 million from existing operations, partially offset by $0.7 million from new operations. The decrease from existing operations was primarily due to reduced leased freight car expense as a result of the idling of an alumina customer facility in the southern United States in 2016 and reduced leased locomotive expense.

44

Table of Contents

Purchased services expense, which consists 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 $15.4 million for the three months ended June 30, 2017, compared with $16.2 million for the three months ended June 30, 2016, a decrease of $0.8 million, or 4.7%. The decrease consisted of $1.7 million from existing operations, partially offset by $0.9 million from new operations. The decrease from existing operations was primarily due to a reduction in the use of third-party contractors for track repairs.
Depreciation and amortization expense was $38.9 million for the three months ended June 30, 2017, compared with $36.9 million for the three months ended June 30, 2016, an increase of $2.0 million, or 5.5%. The increase consisted of $1.5 million from existing operations and $0.5 million from new operations. The increase from existing operations was primarily attributable to a larger depreciable asset base in 2017 compared with 2016, reflecting capital spending in 2016.
The cost of diesel fuel used in train operations was $16.5 million for the three months ended June 30, 2017, compared with $13.8 million for the three months ended June 30, 2016, an increase of $2.8 million, or 20.3%. The increase consisted of $2.2 million from existing operations and $0.6 million from new operations. The increase from existing operations consisted of $1.6 million due to an 11.7% increase in average fuel cost per gallon and $0.6 million due to a 4.1% increase in diesel fuel consumption.
Operating Income/Operating Ratio
Operating income from our North American Operations was $79.6 million for the three months ended June 30, 2017, compared with $79.0 million for the three months ended June 30, 2016. Operating income for the three months ended June 30, 2017 and June 30, 2016 included corporate development and related costs of $1.5 million and $1.7 million, respectively. The operating ratio was 74.8% for the three months ended June 30, 2017, compared with 74.1% for the three months ended June 30, 2016.
Australian Operations
Operating Revenues
As previously disclosed, we own a controlling 51.1% interest in our Australian Operations. Therefore, we include 100% of our Australian Operations within revenues and expenses within our consolidated financial statements with a 48.9% noncontrolling interest recorded to reflect MIRA's ownership. The following table sets forth our Australian Operations operating revenues and carloads by new operations and existing operations for the three months ended June 30, 2017 and 2016 (dollars in thousands):
 
Three Months Ended June 30,
 
Increase/(Decrease) in Total Operations
 
Increase/(Decrease) in Existing Operations
 
Currency Impact
 
2017
 
 
 
 
 
 
Total Operations
 
New Operations
 
Eliminations (a)
 
Existing Operations
 
2016
 
Amount
 
%
 
Amount
 
%
 
Freight revenues
$
63,753

 
$
27,758

 
$

 
$
35,995

 
$
26,394

 
$
37,359

 
141.5
 %
 
$
9,601

 
36.4
 %
 
$
178

Freight-related revenues
11,500

 

 
(11,576
)
 
23,076

 
27,129

 
(15,629
)
 
(57.6
)%
 
(4,053
)
 
(14.9
)%
 
184

All other revenues
1,556

 

 

 
1,556

 
1,760

 
(204
)
 
(11.6
)%
 
(204
)
 
(11.6
)%
 
2

Total operating revenues
$
76,809

 
$
27,758

 
$
(11,576
)
 
$
60,627

 
$
55,283

 
$
21,526

 
38.9
 %
 
$
5,344

 
9.7
 %
 
$
364

Carloads
146,089

 
92,659

 

 
53,430

 
44,251

 
101,838

 
230.1
 %
 
9,179

 
20.7
 %
 
 
(a)
Represents revenues for services provided by Freightliner Australia to GRail, which were eliminated in our consolidated revenues.

45

Table of Contents

Freight Revenues
The following table sets forth the changes in our Australian Operations freight revenues by commodity group segregated into new operations and existing operations for the three months ended June 30, 2017 and 2016 (dollars in thousands): 
 
Three Months Ended June 30,
 
Increase/(Decrease) in Total Operations
 
New Operations
 
Currency Impact
 
2016 Constant Currency*
 
Increase/(Decrease) in Existing Operations Constant Currency*
 
 
 
 
 
 
Commodity Group
2017
 
2016
 
 
 
 
 
Agricultural Products
$
5,932

 
$
4,411

 
$
1,521

 
$

 
$
24

 
$
4,435

 
$
1,497

Coal & Coke
27,758

 

 
27,758

 
27,758

 

 

 

Intermodal
17,234

 
17,044

 
190

 

 
123

 
17,167

 
67

Metallic Ores
10,659

 
2,867

 
7,792

 

 
17

 
2,884

 
7,775

Minerals & Stone
2,016

 
1,901

 
115

 

 
13

 
1,914

 
102

Petroleum Products
154

 
171

 
(17
)
 

 
1

 
172

 
(18
)
Total freight revenues
$
63,753

 
$
26,394

 
$
37,359

 
$
27,758

 
$
178

 
$
26,572

 
$
9,423

* Constant currency amounts reflect the prior period results translated at the current period exchange rates.
The following table sets forth our Australian Operations freight revenues, carloads and average freight revenues per carload for the three months ended June 30, 2017 and 2016 (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,
 
 
2017
 
2016 Constant Currency*
 
 
Commodity Group
Amount
 
% of
Total
 
Amount
 
% of
Total
 
2017
 
2016
 
2017
 
2016
 
2016 Constant Currency*
Agricultural Products
$
5,932

 
9.3
%
 
$
4,435

 
16.7
%
 
15,375

 
10,504

 
$
386

 
$
420

 
$
422

Coal & Coke
27,758

 
43.6
%
 

 
%
 
92,659

 

 
300

 

 

Intermodal
17,234

 
27.0
%
 
17,167

 
64.6
%
 
15,159

 
15,320

 
1,137

 
1,113

 
1,121

Metallic Ores
10,659

 
16.7
%
 
2,884

 
10.9
%
 
8,854

 
2,018

 
1,204

 
1,421

 
1,429

Minerals & Stone
2,016

 
3.2
%
 
1,914

 
7.2
%
 
13,978

 
16,337

 
144

 
116

 
117

Petroleum Products
154

 
0.2
%
 
172

 
0.6
%
 
64

 
72

 
2,406

 
2,375

 
2,389

Total
$
63,753

 
100.0
%
 
$
26,572

 
100.0
%
 
146,089

 
44,251

 
$
436

 
$
596

 
$
600

* Constant currency amounts reflect the prior period results translated at the current period exchange rates.
Total traffic from our Australian Operations increased 101,838 carloads to 146,089 carloads for the three months ended June 30, 2017, compared with the same period in 2016. The increase consisted of 92,659 carloads from new operations and 9,179 carloads from existing operations. The increase in traffic from existing operations was principally due to increases of 6,836 carloads of metallic ores traffic and 4,871 carloads of agricultural products traffic, partially offset by a decrease of 2,359 carloads of minerals and stone traffic. All remaining traffic decreased by 169 carloads.
Changes in average freight revenues per carload in a commodity group may be impacted by changes in customer rates and fuel surcharges, as well as changes in the mix of customer traffic within a commodity group. Excluding the impact of foreign currency, average freight revenues per carload from our Australian Operations decreased 27.3% to $436 for the three months ended June 30, 2017, compared with the same period in 2016. Average freight revenues per carload from existing operations excluding the impact of foreign currency increased 12.3% to $674 for the three months ended June 30, 2017, compared with the same period in 2016. The increase in average freight revenues per carload from existing operations was primarily due to increased metallic ores shipments as a result of the recommencement of operations at two previously closed iron ore and manganese mines.
The following information discusses the significant changes in our Australian Operations freight revenues from existing operations by commodity group excluding the impact of foreign currency.
Agricultural products revenues increased $1.5 million, primarily due to a traffic increase of 4,871 carloads. The carload increase was primarily due to stronger mainland grain shipments.

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Metallic ores revenues increased $7.8 million. Metallic ores traffic increased 6,836 carloads, which increased revenues by $8.2 million, while average freight revenues per carload decreased 15.7%, which decreased revenues by $0.5 million. The carload increase was primarily due to the recommencement of operations at two previously closed iron ore and manganese mines. The decrease in average freight revenues per carload was due to a change in the mix of business.
Freight revenues from all remaining commodities combined increased by a net $0.2 million.
Freight-Related Revenues
Excluding a $0.2 million increase due to the impact of foreign currency appreciation, freight-related revenues from our Australian Operations, which includes revenues from railcar switching, track access rights, crewing services, storage and other ancillary revenues related to the movement of freight, decreased $15.8 million, or 57.9%, to $11.5 million for the three months ended June 30, 2017, compared with $27.3 million for the three months ended June 30, 2016. Excluding $11.6 million of freight-related revenues for services provided by Freightliner Australia to GRail for the three months ended June 30, 2017, which were eliminated in our consolidated freight-related revenues, our freight-related revenues from existing operations decreased $4.2 million, or 15.5%. The decrease was primarily due to shipments of stockpiled manganese in 2016 at a previously closed customer mine facility, partially offset by increased agricultural products-related switching revenues in 2017.
All Other Revenues
Excluding the impact of foreign currency appreciation, all other revenues from our Australian Operations, which includes revenues from third-party railcar and locomotive repairs, property rentals and other ancillary revenues not directly related to the movement of freight, decreased $0.2 million, or 11.7%, to $1.6 million for the three months ended June 30, 2017, compared with $1.8 million for the three months ended June 30, 2016.
Operating Expenses
Total operating expenses from our Australian Operations for the three months ended June 30, 2017 increased $10.7 million, or 23.2%, to $56.6 million, compared with $45.9 million for the three months ended June 30, 2016. The increase in operating expenses consisted of $8.3 million from new operations, $2.1 million from existing operations and $0.3 million from the appreciation of the Australian dollar relative to the United States dollar. The following table sets forth operating expenses from our Australian Operations for the three months ended June 30, 2017 and 2016 (dollars in thousands): 
 
Three Months Ended June 30,
 
Increase/(Decrease)
 
Currency Impact
 
2016 Constant Currency*
 
Increase/(Decrease)
Constant Currency*
 
2017
 
2016
 
 
 
 
 
Amount
 
% of
Operating
Revenues
 
Amount
 
% of
Operating
Revenues
 
 
 
 
Labor and benefits
$
17,775

 
23.1
%
 
$
16,800

 
30.4
%
 
$
975

 
$
113

 
$
16,913

 
$
862

Equipment rents
1,334

 
1.7
%
 
1,630

 
2.9
%
 
(296
)
 
12

 
1,642

 
(308
)
Purchased services
6,470

 
8.4
%
 
6,098

 
11.0
%
 
372

 
47

 
6,145

 
325

Depreciation and amortization
14,970

 
19.5
%
 
7,233

 
13.1
%
 
7,737

 
47

 
7,280

 
7,690

Diesel fuel used in train operations
6,320

 
8.2
%
 
4,538

 
8.2
%
 
1,782

 
37

 
4,575

 
1,745

Casualties and insurance
1,379

 
1.8
%
 
1,553

 
2.8
%
 
(174
)
 
10

 
1,563

 
(184
)
Materials
2,517

 
3.3
%
 
2,870

 
5.2
%
 
(353
)
 
22

 
2,892

 
(375
)
Trackage rights
3,484

 
4.6
%
 
2,028

 
3.7
%
 
1,456

 
12

 
2,040

 
1,444

Net gain on sale and impairment of assets
(20
)
 
%
 

 
%
 
(20
)
 

 

 
(20
)
Restructuring costs

 
%
 
23

 
%
 
(23
)
 

 
23

 
(23
)
Other expenses
2,330

 
3.0
%
 
3,129

 
5.7
%
 
(799
)
 
20

 
3,149

 
(819
)
Total operating expenses
$
56,559

 
73.6
%
 
$
45,902

 
83.0
%
 
$
10,657

 
$
320

 
$
46,222

 
$
10,337

* Constant currency amounts reflect the prior period results translated at the current period exchange rates.
The following information discusses the significant changes in operating expenses of our Australian Operations excluding a $0.3 million increase from the appreciation of the Australian dollar relative to the United States dollar.
Depreciation and amortization expense was $15.0 million for the three months ended June 30, 2017, compared with $7.3 million for the three months ended June 30, 2016, an increase of $7.7 million. The increase was primarily attributable to new operations.

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The cost of diesel fuel used in train operations was $6.3 million for the three months ended June 30, 2017, compared with $4.6 million for the three months ended June 30, 2016, an increase of $1.7 million, or 38.1%. The increase consisted of $1.0 million due to a 21.4% increase in average fuel cost per gallon and $0.8 million due to a 13.7% increase in diesel fuel consumption.
Trackage rights expense was $3.5 million for the three months ended June 30, 2017, compared with $2.0 million for the three months ended June 30, 2016, an increase of $1.4 million, or 70.8%. The increase was primarily attributable to services for an iron ore customer that recommenced operations in July 2016, as well as increased grain shipments.
Other expenses were $2.3 million for the three months ended June 30, 2017, compared with $3.1 million for the three months ended June 30, 2016, a decrease of $0.8 million. The decrease was primarily attributable to corporate development and related expenses in 2016 related to the GRail acquisition.
Operating Income/Operating Ratio
Our Australian Operations had operating income of $20.3 million for the three months ended June 30, 2017, compared with $9.4 million for the three months ended June 30, 2016. Operating income for the three months ended June 30, 2017 and June 30, 2016 included corporate development and related costs of $0.1 million and $0.8 million, respectively. The operating ratio was 73.6% for the three months ended June 30, 2017, compared with 83.0% for the three months ended June 30, 2016.
U.K./European Operations
Operating Revenues
The following table sets forth our U.K./European Operations operating revenues and carloads by new operations and existing operations for the three months ended June 30, 2017 and 2016 (dollars in thousands):
 
Three Months Ended June 30,
 
Increase/(Decrease) in
Total Operations
 
Increase/(Decrease) in Existing Operations
 
Currency Impact
 
2017
 
2016
 
 
 
 
Total Operations
 
New Operations
 
Existing Operations
 
 
Amount
 
%
 
Amount
 
%
 
Freight revenues
$
81,029

 
$

 
$
81,029

 
$
87,306

 
$
(6,277
)
 
(7.2
)%
 
$
(6,277
)
 
(7.2
)%
 
$
(7,110
)
Freight-related revenues
54,938

 
17,885

 
37,053

 
45,581

 
9,357

 
20.5
 %
 
(8,528
)
 
(18.7
)%
 
(3,921
)
All other revenues
11,983

 
7,633

 
4,350

 
8,630

 
3,353

 
38.9
 %
 
(4,280
)
 
(49.6
)%
 
(765
)
Total operating revenues
$
147,950

 
$
25,518

 
$
122,432

 
$
141,517

 
$
6,433

 
4.5
 %
 
$
(19,085
)
 
(13.5
)%
 
$
(11,796
)
Carloads
266,946

 

 
266,946

 
276,542

 
(9,596
)
 
(3.5
)%
 
(9,596
)
 
(3.5
)%
 
 
Freight Revenues
The following table sets forth the changes in our U.K./European Operations freight revenues by commodity group for the three months ended June 30, 2017 and 2016 (dollars in thousands): 
 
Three Months Ended June 30,
 
Increase/(Decrease)
 
Currency Impact
 
2016 Constant Currency*
 
Increase/(Decrease) Constant Currency*
 
2017
 
2016
 
 
 
 
Commodity Group
Amount
 
% of Total
 
Amount
 
% of Total
 
 
 
 
Agricultural Products
$
829

 
1.0
%
 
$
393

 
0.5
%
 
$
436

 
$

 
$
393

 
$
436

Coal & coke
1,719

 
2.1
%
 
3,408

 
3.9
%
 
(1,689
)
 
(295
)
 
3,113

 
(1,394
)
Intermodal
60,793

 
75.1
%
 
68,919

 
78.9
%
 
(8,126
)
 
(6,362
)
 
62,557

 
(1,764
)
Lumber & Forest products

 
%
 
59

 
0.1
%
 
(59
)
 

 
59

 
(59
)
Metallic Ores

 
%
 
40

 
%
 
(40
)
 
1

 
41

 
(41
)
Minerals & Stone
17,688

 
21.8
%
 
14,487

 
16.6
%
 
3,201

 
(454
)
 
14,033

 
3,655

Total freight revenues
$
81,029

 
100.0
%
 
$
87,306

 
100.0
%
 
$
(6,277
)
 
$
(7,110
)
 
$
80,196

 
$
833

* Constant currency amounts reflect the prior period results translated at the current period exchange rates.

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The following table sets forth our U.K./European Operations freight revenues, carloads and average freight revenues per carload for the three months ended June 30, 2017 and 2016 (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,
 
 
2017
 
2016 Constant Currency*
 
 
Commodity Group
Amount
 
% of
Total
 
Amount
 
% of
Total
 
2017
 
2016
 
2017
 
2016
 
2016 Constant Currency*
Agricultural Products
$
829

 
1.0
%
 
$
393

 
0.5
%
 
746

 
448

 
$
1,111

 
$
877

 
$
877

Coal & Coke
1,719

 
2.1
%
 
3,113

 
3.8
%
 
3,974

 
9,250

 
433

 
368

 
337

Intermodal
60,793

 
75.1
%
 
62,557

 
78.0
%
 
217,091

 
228,543

 
280

 
302

 
274

Lumber & Forest Products

 
%
 
59

 
0.1
%
 

 
135

 

 
437

 
437

Metallic Ores

 
%
 
41

 
0.1
%
 

 
93

 

 
430

 
441

Minerals & Stone
17,688

 
21.8
%
 
14,033

 
17.5
%
 
45,135

 
38,073

 
392

 
381

 
369

Total
$
81,029

 
100.0
%
 
$
80,196

 
100.0
%
 
266,946

 
276,542

 
$
304

 
$
316

 
$
290

* Constant currency amounts reflect the prior period results translated at the current period exchange rates.
Total traffic from our U.K./European Operations decreased 9,596 carloads, or 3.5%, for the three months ended June 30, 2017, compared with the same period in 2016. The traffic decrease was principally due to decreases of 11,452 carloads of intermodal traffic and 5,276 carloads of coal and coke traffic, partially offset by an increase of 7,062 carloads of minerals and stone traffic. All remaining traffic increased by a net 70 carloads.
Changes in average freight revenues per carload in a commodity group can be impacted by changes in customer rates and fuel surcharges, as well as changes in the mix of customer traffic within a commodity group. Excluding the impact of foreign currency, average freight revenues per carload from our U.K./European Operations increased 4.8% to $304 for the three months ended June 30, 2017, compared with the same period in 2016.
The following information discusses the significant changes in our U.K./European Operations freight revenues by commodity group excluding the impact of foreign currency.
Coal and coke revenues decreased $1.4 million, or 44.8%. Coal and coke traffic decreased 5,276 carloads, or 57.0%, which decreased revenues by $2.3 million, while average freight revenues per carload increased 28.5%, which increased revenues by $0.9 million. The decrease in carloads was primarily due to lower demand for steam coal in the U.K., largely as a result of competition from natural gas power generation and an increase in the carbon tax. The increase in average freight revenues per carload was primarily due to a change in the mix of business in the U.K.
Intermodal revenues decreased $1.8 million, or 2.8%. Intermodal traffic decreased 11,452 carloads, or 5.0%, which decreased revenues by $3.2 million, while average freight revenues per carload increased 2.2%, which increased revenues by $1.4 million. The decrease in carloads was primarily due to the discontinuation of certain routes in Continental Europe as part of our restructuring plan.
Minerals and stone revenues increased $3.7 million, or 26.0%. Minerals and stone traffic increased 7,062 carloads, or 18.5%, which increased revenues by $2.8 million and average freight revenues per carload increased 6.2%, which increased revenues by $0.9 million. The increase in carloads was primarily due to higher construction aggregates shipments in Poland.
Freight revenues from all remaining commodities combined increased by a net $0.3 million.
Freight-Related Revenues
Freight-related revenues from our U.K./European Operations include trucking haulage services, container storage and switching services, as well as infrastructure services, where we operate work trains for the track infrastructure owner. Freight-related revenues in the U.K./Europe also include traction service (or hook and pull), which requires us to provide locomotives and drivers to move a customer's train between specified origin and destination points, and other ancillary revenues related to the movement of freight.

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Excluding a $3.9 million decrease due to the impact of foreign currency depreciation, freight-related revenues from our U.K./European Operations increased $13.3 million, or 31.9%, to $54.9 million for the three months ended June 30, 2017, compared with $41.7 million for the three months ended June 30, 2016. The increase included $17.9 million from new operations, partially offset by a $4.6 million decrease from existing operations. The decrease from existing operations was primarily due to the discontinuation of certain routes in Continental Europe following the completion of the restructuring of ERS in the first half of 2017 and decreased infrastructure revenues.
All Other Revenues
Excluding a $0.8 million decrease due to the impact of foreign currency depreciation, all other revenues from our U.K./European Operations, which includes revenues from container sales, third-party car and locomotive repairs, property rentals and other ancillary revenues not directly related to the movement of freight, increased $4.1 million, or 52.4%, to $12.0 million for the three months ended June 30, 2017, compared with $7.9 million for the three months ended June 30, 2016. The increase included $7.6 million from new operations, primarily from container sales and container repairs at Pentalver, partially offset by a $3.5 million decrease from existing operations. The decrease from existing operations was primarily due to reduced management and technical support revenues in Saudi Arabia resulting primarily from the timing of project deliverables.
Operating Expenses
Total operating expenses from our U.K./European Operations increased $3.7 million, or 2.6%, to $146.4 million for the three months ended June 30, 2017, compared with $142.7 million for the three months ended June 30, 2016. The increase consisted of $23.6 million from new operations, partially offset by a $19.9 million decrease from existing operations. The decrease from existing operations included decreases of $4.3 million in equipment rents, $1.8 million in restructuring costs and an $11.8 million decrease from the impact of foreign currency depreciation. The following table sets forth operating expenses from our U.K./European Operations for the three months ended June 30, 2017 and 2016 (dollars in thousands):
 
Three Months Ended June 30,
 
Increase/(Decrease)
 
Currency Impact
 
2016 Constant Currency*
 
Increase/(Decrease)
Constant Currency*
 
2017
 
2016
 
 
 
 
 
Amount
 
% of
Operating
Revenues
 
Amount
 
% of
Operating
Revenues
 
 
 
 
Labor and benefits
$
42,665

 
28.8
%
 
$
43,561

 
30.8
 %
 
$
(896
)
 
$
(4,318
)
 
$
39,243

 
$
3,422

Equipment rents
18,523

 
12.5
%
 
22,578

 
16.0
 %
 
(4,055
)
 
(1,664
)
 
20,914

 
(2,391
)
Purchased services
34,902

 
23.6
%
 
29,271

 
20.7
 %
 
5,631

 
(1,894
)
 
27,377

 
7,525

Depreciation and amortization
7,624

 
5.1
%
 
6,567

 
4.6
 %
 
1,057

 
(613
)
 
5,954

 
1,670

Diesel fuel used in train operations
10,164

 
6.9
%
 
9,876

 
7.0
 %
 
288

 
(827
)
 
9,049

 
1,115

Electricity used in train operations
2,134

 
1.4
%
 
3,304

 
2.3
 %
 
(1,170
)
 
(164
)
 
3,140

 
(1,006
)
Casualties and insurance
989

 
0.7
%
 
876

 
0.6
 %
 
113

 
(86
)
 
790

 
199

Materials
11,073

 
7.5
%
 
5,577

 
3.9
 %
 
5,496

 
(505
)
 
5,072

 
6,001

Trackage rights
9,124

 
6.2
%
 
10,239

 
7.3
 %
 
(1,115
)
 
(695
)
 
9,544

 
(420
)
Net gain on sale and impairment of assets
(6
)
 
%
 
(72
)
 
(0.1
)%
 
66

 
7

 
(65
)
 
59

Restructuring costs
2,347

 
1.6
%
 
4,612

 
3.3
 %
 
(2,265
)
 
(456
)
 
4,156

 
(1,809
)
Other expenses
6,907

 
4.7
%
 
6,338

 
4.5
 %
 
569

 
(540
)
 
5,798

 
1,109

Total operating expenses
$
146,446

 
99.0
%
 
$
142,727

 
100.9
 %
 
$
3,719

 
$
(11,755
)
 
$
130,972

 
$
15,474

* Constant currency amounts reflect the prior period results translated at the current period exchange rates.

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Table of Contents

The following information discusses the significant changes in operating expenses of our U.K./European Operations excluding a decrease of $11.8 million due to the impact of foreign currency depreciation.
Labor and benefits expense was $42.7 million for the three months ended June 30, 2017, compared with $39.2 million for the three months ended June 30, 2016, an increase of $3.4 million, or 8.7%. The increase consisted of $4.8 million from new operations, partially offset by a decrease of $1.4 million from existing operations. The decrease in existing operations was primarily due to reduced headcount as a result of the restructuring of the U.K. coal business and the discontinuation of certain routes in Continental Europe as part of our restructuring of ERS.
Equipment rents expense was $18.5 million for the three months ended June 30, 2017, compared with $20.9 million for the three months ended June 30, 2016, a decrease of $2.4 million, or 11.4%. The decrease consisted of $4.3 million from existing operations, partially offset by $1.9 million from new operations. The 2016 period included surplus lease costs in Continental Europe and higher locomotive lease costs in the U.K. that have since been renegotiated with more favorable terms. These resulted in lower equipment costs in 2017 that were partially offset by additional locomotive lease expense in Poland to support increased aggregates and grain business.
Purchased services expense, which consists of the costs of services provided by outside contractors for repairs and maintenance of locomotives, railcars and other equipment, as well as contract labor costs for crewing services, was $34.9 million for the three months ended June 30, 2017, compared with $27.4 million for the three months ended June 30, 2016, an increase of $7.5 million, or 27.5%. The increase consisted of $8.3 million from new operations, partially offset by a decrease of $0.8 million from existing operations.
Depreciation and amortization expense was $7.6 million for the three months ended June 30, 2017, compared with $6.0 million for the three months ended June 30, 2016, an increase of $1.7 million, or 28.0%. The increase consisted of $0.9 million from new operations and $0.8 million from existing operations. The increase from existing operations was primarily attributable to a larger depreciable asset base in 2017 compared with 2016, reflecting capital spending in 2016.
Diesel fuel used in train operations was $10.2 million for the three months ended June 30, 2017, compared with $9.0 million for the three months ended June 30, 2016, an increase of $1.1 million, or 12.3%. The increase was primarily due to a 14.4% increase in average fuel cost per gallon.
Electricity used in train operations was $2.1 million for the three months ended June 30, 2017, compared with $3.1 million for the three months ended June 30, 2016, a decrease of $1.0 million, or 32.0%. The decrease was primarily due to the discontinuation of certain routes in Continental Europe as part of our restructuring plan.
Materials expense, which primarily consists of the costs of materials purchased for use in repairing and maintaining our locomotives, railcars and other equipment as well as costs for general tools and supplies used in our business, was $11.1 million for the three months ended June 30, 2017, compared with $5.1 million for the three months ended June 30, 2016, an increase of $6.0 million. The increase consisted of $6.8 million from new operations, partially offset by a decrease of $0.8 million from existing operations.
Restructuring costs for the three months ended June 30, 2017 of $2.3 million were primarily related to our previously announced restructuring of ERS. Restructuring costs for the three months ended June 30, 2016 of $4.6 million were primarily related to the restructuring of the U.K. coal business.
Other expenses were $6.9 million for the three months ended June 30, 2017, compared with $5.8 million for the three months ended June 30, 2016, an increase of $1.1 million, or 19.1%. The increase consisted of $0.7 million from new operations and $0.4 million from existing operations. The increase from existing operations included $1.8 million of corporate development and related costs primarily associated with the acquisition and integration of Pentalver.
Operating Income/(Loss)
Our U.K./European Operations had operating income of $1.5 million for the three months ended June 30, 2017, compared with an operating loss of $1.2 million for the three months ended June 30, 2016. The operating income from our U.K./European Operations for the three months ended June 30, 2017 included $2.3 million of restructuring costs and $2.1 million of corporate development and related costs, primarily related to the integration and acquisition of Pentalver. The operating loss from our U.K./European Operations for the three months ended June 30, 2016 included $4.6 million of restructuring costs.

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Table of Contents

Six Months Ended June 30, 2017 Compared with Six Months Ended June 30, 2016
Consolidated Operating Results
Operating Revenues
The following table sets forth our operating revenues and carloads by new operations and existing operations for the six months ended June 30, 2017 and 2016 (dollars in thousands):
 
Six Months Ended June 30,
 
Increase/(Decrease) in Total Operations
 
Increase/(Decrease) in Existing
Operations
 
Currency Impact
 
2017
 
2016
 
 
 
 
Total Operations
 
New
Operations
 
Eliminations(a)
 
Existing
Operations
 
Total Operations
 
Amount
 
%
 
Amount
 
%
 
Freight revenues
$
760,900

 
$
72,216

 
$

 
$
688,684

 
$
667,196

 
$
93,704

 
14.0
 %
 
$
21,488

 
3.2
 %
 
$
(14,413
)
Freight-related revenues
246,958

 
18,458

 
(23,665
)
 
252,165

 
267,146

 
(20,188
)
 
(7.6
)%
 
(14,981
)
 
(5.6
)%
 
(7,529
)
All other revenues
51,683

 
8,251

 

 
43,432

 
49,649

 
2,034

 
4.1
 %
 
(6,217
)
 
(12.5
)%
 
(1,338
)
Total operating revenues
$
1,059,541

 
$
98,925

 
$
(23,665
)
 
$
984,281

 
$
983,991

 
$
75,550

 
7.7
 %
 
$
290

 
 %
 
$
(23,280
)
Carloads
1,631,330

 
209,734

 

 
1,421,596

 
1,388,300

 
243,030

 
17.5
 %
 
33,296

 
2.4
 %
 
 
(a)
Represents revenues for services provided by Freightliner Australia to GRail, which were eliminated in our consolidated revenues.
Operating Expenses
Total operating expenses for the six months ended June 30, 2017 increased $40.9 million, or 4.9%, to $880.7 million, compared with $839.8 million for the six months ended June 30, 2016. The increase included $57.8 million from new operations, partially offset by a decrease of $16.9 million from existing operations. The decrease from existing operations was primarily due to a $23.0 million decrease from the depreciation of foreign currencies relative to the United States dollar as well as decreases of $9.7 million in equipment rents and $2.3 million in materials. These decreases were partially offset by increases of $17.9 million in the cost of diesel fuel used in train operations, $5.3 million in depreciation and amortization and $4.2 million in labor and benefits. Total operating expenses for the six months ended June 30, 2016 included a $13.0 million impairment of a rolling-stock maintenance facility and an accounts receivable reserve of $8.1 million, both of which were associated with an iron ore/steel making customer in Australia that entered into voluntary administration in April 2016.

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Table of Contents

The following table sets forth our total operating expenses for the six months ended June 30, 2017 and 2016 (dollars in thousands): 
 
Six Months Ended June 30,
 
Increase/(Decrease)
 
Currency
Impact
 
2016 Constant Currency*
 
Increase/(Decrease)Constant Currency*
 
2017
 
2016
 
 
 
 
 
Amount
 
% of
Operating
Revenues
 
Amount
 
% of
Operating
Revenues
 
 
 
Labor and benefits
$
328,199

 
31.0
 %
 
$
319,062

 
32.4
%
 
$
9,137

 
$
(8,959
)
 
$
310,103

 
$
18,096

Equipment rents
67,108

 
6.3
 %
 
76,856

 
7.8
%
 
(9,748
)
 
(3,708
)
 
73,148

 
(6,040
)
Purchased services
107,796

 
10.2
 %
 
98,134

 
10.0
%
 
9,662

 
(3,599
)
 
94,535

 
13,261

Depreciation and amortization
122,287

 
11.5
 %
 
100,254

 
10.2
%
 
22,033

 
(979
)
 
99,275

 
23,012

Diesel fuel used in train operations
71,183

 
6.7
 %
 
53,717

 
5.4
%
 
17,466

 
(1,479
)
 
52,238

 
18,945

Electricity used in train operations
5,307

 
0.5
 %
 
6,669

 
0.7
%
 
(1,362
)
 
(389
)
 
6,280

 
(973
)
Casualties and insurance
22,722

 
2.1
 %
 
19,562

 
2.0
%
 
3,160

 
(158
)
 
19,404

 
3,318

Materials
47,197

 
4.5
 %
 
42,984

 
4.4
%
 
4,213

 
(1,120
)
 
41,864

 
5,333

Trackage rights
44,020

 
4.2
 %
 
41,728

 
4.2
%
 
2,292

 
(1,437
)
 
40,291

 
3,729

Net (gain)/loss on sale and impairment of assets
(781
)
 
(0.1
)%
 
12,517

 
1.3
%
 
(13,298
)
 
207

 
12,724

 
(13,505
)
Restructuring costs
6,116

 
0.6
 %
 
6,097

 
0.6
%
 
19

 
(455
)
 
5,642

 
474

Other expenses
59,593

 
5.6
 %
 
62,221

 
6.3
%
 
(2,628
)
 
(893
)
 
61,328

 
(1,735
)
Total operating expenses
$
880,747

 
83.1
 %
 
$
839,801

 
85.3
%
 
$
40,946

 
$
(22,969
)
 
$
816,832

 
$
63,915

* Constant currency amounts reflect the prior period results translated at the current period exchange rates.
Operating Income/Operating Ratio
Operating income was $178.8 million for the six months ended June 30, 2017, compared with $144.2 million for the six months ended June 30, 2016. Operating income for the six months ended June 30, 2017 included corporate development and related costs of $9.1 million, primarily related to the acquisition and integration of P&W and Pentalver, as well as expenses related to ongoing corporate development projects and projects that are no longer active, and restructuring costs of $6.1 million, primarily associated with our U.K./Europe Region. Operating income for the six months ended June 30, 2016 included impairment and related costs of $21.1 million, consisting of a $13.0 million impairment of a rolling-stock maintenance facility and an accounts receivable reserve of $8.1 million, both of which were associated with an iron ore/steel making customer in Australia entering into voluntary administration. Operating income for the six months ended June 30, 2016 also included restructuring costs of $6.1 million and corporate development and related costs of $3.1 million. Our operating ratio was 83.1% for the six months ended June 30, 2017, compared with 85.3% for the six months ended June 30, 2016.
Interest Expense
Interest expense was $52.2 million for the six months ended June 30, 2017, compared with $35.7 million for the six months ended June 30, 2016. The increase in interest expense was primarily due to a higher debt balance resulting from the GRail transactions in December 2016, as well as higher interest rates in 2017 compared with 2016.

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Provision for Income Taxes
Our effective income tax rate for the six months ended June 30, 2017 was 40.6%, compared with 31.6% for the six months ended June 30, 2016. The higher effective income tax rate for the six months ended June 30, 2017 was primarily driven by an income tax benefit of $13.5 million recorded in the six months ended June 30, 2016 associated with the United States Short Line Tax Credit. The Short Line Tax Credit expired on December 31, 2016. Our provision for income taxes for the six months ended June 30, 2017 included an increase to a valuation allowance of €1.0 million (or $1.0 million at the average exchange rate for the period) associated primarily with losses at ERS. Our provision for income taxes for the six months ended June 30, 2016 also included a valuation allowance of A$2.6 million (or $2.0 million at the average exchange rate in March of 2016) associated with the impairment of GWA's now idle rolling-stock maintenance facility (see Note 2, Changes in Operations, to our Consolidated Financial Statements set forth in "Part I Item 1. Financial Statements" of this quarterly report) that was formerly used in connection with the Southern Iron rail haulage agreement with Arrium. For additional information regarding our provision for income taxes, see Note 10, Income Taxes, and Note 17, Subsequent Events, to our Consolidated Financial Statements set forth in "Part I Item 1. Financial Statements" of this quarterly report.
Net Income Attributable to G&W and Earnings Per Common Share
Net income attributable to G&W for the six months ended June 30, 2017 was $72.2 million, compared with $75.4 million for the six months ended June 30, 2016. Our basic EPS were $1.18 with 61.5 million weighted average shares outstanding for the six months ended June 30, 2017, compared with basic EPS of $1.32 with 57.1 million weighted average shares outstanding for the six months ended June 30, 2016. Our diluted EPS for the six months ended June 30, 2017 were $1.16 with 62.4 million weighted average shares outstanding, compared with diluted EPS of $1.30 with 58.0 million weighted average shares outstanding for the six months ended June 30, 2016. Our results for the six months ended June 30, 2017 and 2016 included certain items affecting comparability between the periods as previously presented in the "Overview—Overview of Six-Month Results—Items Affecting Comparability."

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Operating Results by Segment
The following tables set forth results from our North American Operations, Australian Operations and U.K./European Operations for the six months ended June 30, 2017 and 2016 (dollars in thousands): 
 
 
Six Months Ended June 30, 2017
 
 
North
American
Operations
 
Australian
Operations
 
U.K./European Operations
 
Total
Operations
Operating revenues:
 
 
 
 
 
 
 
 
Freight revenues
 
$
476,654

 
$
124,627

 
$
159,619

 
$
760,900

Freight-related revenues
 
126,528

 
23,209

 
97,221

 
246,958

All other revenues
 
31,968

 
2,880

 
16,835

 
51,683

Total operating revenues
 
$
635,150

 
$
150,716

 
$
273,675

 
$
1,059,541

Operating expenses:
 
 
 
 
 
 
 
 
Labor and benefits
 
212,426

 
34,829

 
80,944

 
328,199

Equipment rents
 
27,370

 
2,735

 
37,003

 
67,108

Purchased services
 
30,096

 
12,682

 
65,018

 
107,796

Depreciation and amortization
 
77,786

 
30,162

 
14,339

 
122,287

Diesel fuel used in train operations
 
37,104

 
12,910

 
21,169

 
71,183

Electricity used in train operations
 

 

 
5,307

 
5,307

Casualties and insurance
 
18,044

 
2,852

 
1,826

 
22,722

Materials
 
26,524

 
5,231

 
15,442

 
47,197

Trackage rights
 
18,707

 
6,892

 
18,421

 
44,020

Net (gain)/loss on sale and impairment of assets
 
(760
)
 
(22
)
 
1

 
(781
)
Restructuring costs
 
68

 
338

 
5,710

 
6,116

Other expenses
 
40,629

 
4,698

 
14,266

 
59,593

Total operating expenses
 
487,994

 
113,307

 
279,446

 
880,747

Operating income/(loss)
 
$
147,156

 
$
37,409

 
$
(5,771
)
 
$
178,794

Operating ratio
 
76.8
%
 
75.2
%
 
102.1
%
 
83.1
%
Interest expense, net
 
$
20,111

 
$
27,822

 
$
3,409

 
$
51,342

Provision for/(benefit from) income taxes
 
$
49,863

 
$
2,792

 
$
(1,130
)
 
$
51,525

Expenditures for additions to property & equipment, net of grants from outside parties
 
$
64,227

 
$
5,176

 
$
10,465

 
$
79,868

Carloads
 
800,063

 
295,505

 
535,762

 
1,631,330



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Six Months Ended June 30, 2016
 
 
North
American
Operations
 
Australian
Operations
 
U.K./European Operations
 
Total
Operations
Operating revenues:
 
 
 
 
 
 
 
 
Freight revenues
 
$
448,907

 
$
51,171

 
$
167,118

 
$
667,196

Freight-related revenues
 
122,503

 
52,619

 
92,024

 
267,146

All other revenues
 
32,943

 
3,291

 
13,415

 
49,649

Total operating revenues
 
$
604,353

 
$
107,081

 
$
272,557

 
$
983,991

Operating expenses:
 
 
 
 
 
 
 
 
Labor and benefits
 
198,177

 
32,568

 
88,317

 
319,062

Equipment rents
 
29,274

 
3,325

 
44,257

 
76,856

Purchased services
 
31,964

 
11,349

 
54,821

 
98,134

Depreciation and amortization
 
73,313

 
13,889

 
13,052

 
100,254

Diesel fuel used in train operations
 
27,361

 
8,575

 
17,781

 
53,717

Electricity used in train operations
 

 

 
6,669

 
6,669

Casualties and insurance
 
14,253

 
3,088

 
2,221

 
19,562

Materials
 
25,946

 
5,289

 
11,749

 
42,984

Trackage rights
 
17,752

 
4,317

 
19,659

 
41,728

Net (gain)/loss on sale and impairment of assets
 
(395
)
 
12,982

 
(70
)
 
12,517

Restructuring costs
 
694

 
716

 
4,687

 
6,097

Other expenses
 
37,013

 
13,353

 
11,855

 
62,221

Total operating expenses
 
455,352

 
109,451

 
274,998

 
839,801

Operating income/(loss)
 
$
149,001

 
$
(2,370
)
 
$
(2,441
)
 
$
144,190

Operating ratio
 
75.3
%
 
102.2
%
 
100.9
%
 
85.3
%
Interest expense, net
 
$
20,130

 
$
4,793

 
$
10,382

 
$
35,305

Provision for/(benefit from) income taxes
 
$
36,962

 
$
(277
)
 
$
(1,765
)
 
$
34,920

Expenditures for additions to property & equipment, net of grants from outside parties
 
$
64,939

 
$
5,654

 
$
16,738

 
$
87,331

Carloads
 
769,315

 
90,474

 
528,511

 
1,388,300

North American Operations
Operating Revenues
The following table sets forth our North American Operations operating revenues and carloads by new operations and existing operations for the six months ended June 30, 2017 and 2016 (dollars in thousands):
 
Six Months Ended June 30,
 
Increase/(Decrease) in
Total Operations
 
Increase/(Decrease) in Existing Operations
 
Currency Impact
 
2017
 
2016
 
 
 
 
Total Operations
 
New
Operations
 
Existing
Operations
 
Total Operations
 
Amount
 
%
 
Amount
 
%
 
Freight revenues
$
476,654

 
$
14,937

 
$
461,717

 
$
448,907

 
$
27,747

 
6.2
 %
 
$
12,810

 
2.9
 %
 
$
(123
)
Freight-related revenues
126,528

 
573

 
125,955

 
122,503

 
4,025

 
3.3
 %
 
3,452

 
2.8
 %
 
(36
)
All other revenues
31,968

 
618

 
31,350

 
32,943

 
(975
)
 
(3.0
)%
 
(1,593
)
 
(4.8
)%
 
(21
)
Total operating revenues
$
635,150

 
$
16,128

 
$
619,022

 
$
604,353

 
$
30,797

 
5.1
 %
 
$
14,669

 
2.4
 %
 
$
(180
)
Carloads
800,063

 
19,391

 
780,672

 
769,315

 
30,748

 
4.0
 %
 
11,357

 
1.5
 %
 
 

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Table of Contents

Freight Revenues
The following table sets forth the changes in our North American Operations freight revenues by commodity group segregated into new operations and existing operations for the six months ended June 30, 2017 and 2016 (dollars in thousands):
 
 
 
Increase/(Decrease) in Total Operations
 
New Operations
 
Currency
Impact
 
2016 Constant Currency*
 
Increase/(Decrease) in Existing Operations Constant Currency*
 
Six Months Ended June 30,
 
 
 
 
 
Commodity Group
2017
 
2016
 
 
 
 
 
Agricultural Products
$
64,257

 
$
55,234

 
$
9,023

 
809

 
$
30

 
55,264

 
8,184

Autos & Auto Parts
10,940

 
9,015

 
1,925

 
1,383

 
(22
)
 
8,993

 
564

Chemicals & Plastics
74,915

 
69,491

 
5,424

 
4,338

 
(29
)
 
69,462

 
1,115

Coal & Coke
37,115

 
31,877

 
5,238

 

 
(1
)
 
31,876

 
5,239

Food & Kindred Products
16,599

 
16,407

 
192

 
323

 
(3
)
 
16,404

 
(128
)
Intermodal
415

 
2

 
413

 
414

 

 
2

 
(1
)
Lumber & Forest Products
42,699

 
41,712

 
987

 
797

 
(13
)
 
41,699

 
203

Metallic Ores
6,816

 
9,677

 
(2,861
)
 

 
(14
)
 
9,663

 
(2,847
)
Metals
52,673

 
54,200

 
(1,527
)
 
1,305

 
(11
)
 
54,189

 
(2,821
)
Minerals & Stone
62,677

 
54,296

 
8,381

 
3,106

 
(10
)
 
54,286

 
5,285

Petroleum Products
34,271

 
35,453

 
(1,182
)
 
940

 
(13
)
 
35,440

 
(2,109
)
Pulp & Paper
51,555

 
52,190

 
(635
)
 
613

 
(20
)
 
52,170

 
(1,228
)
Waste
12,338

 
9,339

 
2,999

 
537

 
(3
)
 
9,336

 
2,465

Other
9,384

 
10,014

 
(630
)
 
372

 
(14
)
 
10,000

 
(988
)
Total freight revenues
$
476,654

 
$
448,907

 
$
27,747

 
14,937

 
$
(123
)
 
$
448,784

 
$
12,933

* Constant currency amounts reflect the prior period results translated at the current period exchange rates.

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The following table sets forth our North American Operations freight revenues, carloads and average freight revenues per carload for the six months ended June 30, 2017 and 2016 (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,
 
 
2017
 
2016 Constant Currency*
 
 
Commodity Group
Amount
 
% of
Total
 
Amount
 
% of
Total
 
2017
 
2016
 
2017
 
2016
 
2016 Constant Currency*
Agricultural Products
$
64,257

 
13.5
%
 
$
55,264

 
12.3
%
 
110,204

 
105,345

 
$
583

 
$
524

 
$
525

Autos & Auto Parts
10,940

 
2.3
%
 
8,993

 
2.0
%
 
17,977

 
14,952

 
609

 
603

 
601

Chemicals & Plastics
74,915

 
15.7
%
 
69,462

 
15.5
%
 
90,822

 
89,234

 
825

 
779

 
778

Coal & Coke
37,115

 
7.8
%
 
31,876

 
7.1
%
 
109,800

 
94,915

 
338

 
336

 
336

Food & Kindred Products
16,599

 
3.5
%
 
16,404

 
3.7
%
 
29,676

 
29,412

 
559

 
558

 
558

Intermodal
415

 
0.1
%
 
2

 
%
 
4,168

 
24

 
100

 
83

 
83

Lumber & Forest Products
42,699

 
9.0
%
 
41,699

 
9.3
%
 
69,174

 
69,393

 
617

 
601

 
601

Metallic Ores
6,816

 
1.4
%
 
9,663

 
2.1
%
 
9,173

 
12,347

 
743

 
784

 
783

Metals
52,673

 
11.0
%
 
54,189

 
12.1
%
 
70,493

 
71,786

 
747

 
755

 
755

Minerals & Stone
62,677

 
13.1
%
 
54,286

 
12.1
%
 
103,813

 
95,563

 
604

 
568

 
568

Petroleum Products
34,271

 
7.2
%
 
35,440

 
7.9
%
 
49,049

 
51,451

 
699

 
689

 
689

Pulp & Paper
51,555

 
10.8
%
 
52,170

 
11.6
%
 
78,587

 
82,296

 
656

 
634

 
634

Waste
12,338

 
2.6
%
 
9,336

 
2.1
%
 
25,131

 
19,806

 
491

 
472

 
471

Other
9,384

 
2.0
%
 
10,000

 
2.2
%
 
31,996

 
32,791

 
293

 
305

 
305

Total
$
476,654

 
100.0
%
 
$
448,784

 
100.0
%
 
800,063

 
769,315

 
$
596

 
$
584

 
$
583

* Constant currency amounts reflect the prior period results translated at the current period exchange rates.
Total traffic from our North American Operations increased 30,748 carloads, or 4.0%, for the six months ended June 30, 2017, compared with the same period in 2016. The increase consisted of 19,391 carloads from new operations and 11,357 carloads from existing operations. The increase in traffic from existing operations was principally due to increases of 14,885 carloads of coal and coke traffic, 4,594 carloads of waste traffic, 4,156 carloads of agricultural products traffic and 3,756 carloads of minerals and stone traffic, partially offset by decreases of 4,121 carloads of pulp and paper traffic, 3,232 carloads of petroleum products traffic, 3,174 carloads of metallic ores traffic and 2,397 carloads of metals traffic. All remaining traffic decreased by a net 3,110 carloads.
Changes in average freight revenues per carload in a commodity group may be impacted by changes in customer rates and fuel surcharges, as well as changes in the mix of customer traffic within a commodity group. Excluding the impact of foreign currency, average freight revenues per carload from our North American Operations increased 2.2% to $596 for the six months ended June 30, 2017, compared with the same period in 2016. Average freight revenues per carload from existing operations excluding the impact of foreign currency increased 1.4% to $591 for the six months ended June 30, 2017, compared with the same period 2016. A change in the mix of commodities decreased average freight revenues per carload by 1.2%, while higher fuel surcharges increased average freight revenues per carload by 0.5%. Excluding these factors, average freight revenues per carload from our North American Operations increased 2.1%.
The following information discusses the significant changes in our North American Operations freight revenues from existing operations by commodity group excluding the impact of foreign currency.
Agricultural products revenues increased $8.2 million, or 14.8%. Agricultural products average freight revenues per carload increased 10.3%, which increased revenues by $5.8 million, and traffic increased 4,156 carloads, or 3.9%, which increased revenues by $2.4 million. The increase in average freight revenues per carload was primarily driven by a change in the mix of business. The carload increase was primarily due to increased grain shipments in the United States.

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Chemicals and plastics revenues increased $1.1 million, or 1.6%. Chemicals and plastics average freight revenues per carload increased 3.2%, which increased revenues by $2.2 million, while traffic decreased 1,366 carloads, or 1.5%, which decreased revenues by $1.1 million. The carload decrease was primarily due to decreased shipments of industrial chemicals in the western United States.
Coal and coke revenues increased $5.2 million, or 16.4%, primarily due to a traffic increase of 14,885 carloads, or 15.7% as a result of increased demand for coal power generation in the midwestern United States.
Metallic ores revenues decreased $2.8 million, or 29.5%. Metallic ores traffic decreased 3,174 carloads, or 25.7%, which decreased revenues by $2.4 million, and average freight revenues per carload decreased 5.1%, which decreased revenues by $0.5 million. The carload decrease was primarily due to the idling of an alumina customer facility in the southern United States in 2016 and lower production from a copper mining customer in the western United States. The decrease in average freight revenues per carload was primarily due to a change in mix of business.
Metals revenues decreased $2.8 million, or 5.2%. Metals traffic decreased 2,397 carloads, or 3.3%, which decreased revenues by $1.8 million, and average freight revenues per carload decreased 2.0%, which decreased revenues by $1.0 million. The carload decrease was primarily due to decreased shipments of pipe, pig iron and finished steel.
Minerals and stone revenues increased $5.3 million, or 9.7%. Average freight revenues per carload increased 5.6%, which increased revenues by $3.0 million, and traffic increased 3,756 carloads, or 3.9%, which increased revenues by $2.3 million. The carload increase was primarily due to increased rock salt, frac sand, clay and cement shipments, partially offset by decreased shipments of construction aggregates.
Petroleum products revenues decreased $2.1 million, or 6.0%, primarily due to a traffic decrease of 3,232 carloads, or 6.3%. The carload decrease was primarily due to decreased shipments of liquid petroleum gases in the midwestern and western United States.
Pulp and paper revenues decreased $1.2 million, or 2.4%. Pulp and paper traffic decreased 4,121carloads, or 5.0%, which decreased revenues by $2.7 million, while average freight revenues per carload increased 2.8%, which increased revenues by $1.5 million. The carload decrease was primarily due to decreased shipments resulting from truck competition and the temporary shutdown of a mill in the southern United States.
Waste revenues increased $2.5 million, or 26.4%, primarily due to a traffic increase of 4,594 carloads, or 23.2%, primarily resulting from new and expanded contracts in the midwestern United States.
Freight revenues from all remaining commodities combined decreased by a net $0.4 million.
Freight-Related Revenues
Excluding the impact of foreign currency depreciation, freight-related revenues from our North American Operations, which includes revenues from railcar switching, track access rights, crewing services, storage and other ancillary revenues related to the movement of freight, increased $4.1 million, or 3.3%, to $126.5 million for the six months ended June 30, 2017, compared with $122.5 million for the six months ended June 30, 2016. The increase consisted of $3.5 million from existing operations and $0.6 million from new operations. The increase from existing operations was primarily due to the recognition of revenue from a multi-year take-or-pay volume shortfall under a crude-by-rail contract and increased switching revenues, partially offset by decreased demurrage revenues.
All Other Revenues
Excluding the impact of foreign currency depreciation, all other revenues from our North American Operations, which includes revenues from third-party railcar and locomotive repairs, property rentals, railroad construction and other ancillary revenues not directly related to the movement of freight, decreased $1.0 million, or 2.9%, to $32.0 million for the six months ended June 30, 2017, compared with $32.9 million for the six months ended June 30, 2016. The decrease included $1.6 million from existing operations, partially offset by $0.6 million from new operations.
Operating Expenses
Total operating expenses from our North American Operations increased $32.6 million, or 7.2%, to $488.0 million for the six months ended June 30, 2017, compared with $455.4 million for the six months ended June 30, 2016. The increase consisted of $17.2 million from new operations and $15.5 million from existing operations. The increase from existing operations was primarily due to an increase of $8.7 million in diesel used in train operations, $5.4 million in labor and benefits, $3.5 million in depreciation and amortization and $3.2 million in casualties and insurance, partially offset by decreases of $3.6 million in equipment rents and $3.6 million in purchased services.

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The following table sets forth operating expenses from our North American Operations for the six months ended June 30, 2017 and 2016 (dollars in thousands):
 
Six Months Ended June 30,
 
 
 
 
 
 
 
Increase/(Decrease) Constant Currency*
 
2017
 
2016
 
 
 
Currency
Impact
 
2016 Constant Currency*
 
 
Amount
 
% of
Operating
Revenues
 
Amount
 
% of
Operating
Revenues
 
Increase/(Decrease)
 
 
 
Labor and benefits
$
212,426

 
33.5
 %
 
$
198,177

 
32.8
 %
 
$
14,249

 
$
(41
)
 
$
198,136

 
$
14,290

Equipment rents
27,370

 
4.3
 %
 
29,274

 
4.9
 %
 
(1,904
)
 
(2
)
 
29,272

 
(1,902
)
Purchased services
30,096

 
4.7
 %
 
31,964

 
5.3
 %
 
(1,868
)
 
(21
)
 
31,943

 
(1,847
)
Depreciation and amortization
77,786

 
12.2
 %
 
73,313

 
12.1
 %
 
4,473

 
(36
)
 
73,277

 
4,509

Diesel fuel used in train operations
37,104

 
5.8
 %
 
27,361

 
4.5
 %
 
9,743

 
5

 
27,366

 
9,738

Casualties and insurance
18,044

 
2.8
 %
 
14,253

 
2.4
 %
 
3,791

 
(5
)
 
14,248

 
3,796

Materials
26,524

 
4.2
 %
 
25,946

 
4.3
 %
 
578

 

 
25,946

 
578

Trackage rights
18,707

 
3.0
 %
 
17,752

 
2.9
 %
 
955

 
(1
)
 
17,751

 
956

Net gain on sale and impairment of assets
(760
)
 
(0.1
)%
 
(395
)
 
(0.1
)%
 
(365
)
 

 
(395
)
 
(365
)
Restructuring costs
68

 
 %
 
694

 
0.1
 %
 
(626
)
 

 
694

 
(626
)
Other expenses
40,629

 
6.4
 %
 
37,013

 
6.1
 %
 
3,616

 
(6
)
 
37,007

 
3,622

Total operating expenses
$
487,994

 
76.8
 %
 
$
455,352

 
75.3
 %
 
$
32,642

 
$
(107
)
 
$
455,245

 
$
32,749

* Constant currency amounts reflect the prior period results translated at the current period exchange rates.
The following information discusses the significant changes in operating expenses of our North American Operations excluding a decrease of $0.1 million due to the impact of foreign currency depreciation.
Labor and benefits expense was $212.4 million for the six months ended June 30, 2017, compared with $198.1 million for the six months ended June 30, 2016, an increase of $14.3 million, or 7.2%. The increase consisted of $8.9 million from new operations, of which $2.4 million related to the P&W integration primarily due to severance costs, and $5.4 million, or 2.7%, from existing operations. The increase from existing operations was due primarily to $3.0 million in annual wage increases, $1.7 million in additional overtime costs and a $0.6 million increase in medical expenses.
Equipment rents expense was $27.4 million for the six months ended June 30, 2017, compared with $29.3 million for the six months ended June 30, 2016, a decrease of $1.9 million, or 6.5%. The decrease consisted of $3.6 million from existing operations, partially offset by $1.7 million from new operations. The decrease from existing operations was primarily due to reduced leased freight car expense as a result of the idling of an alumina customer facility in the southern United States in 2016 and reduced leased locomotive and car hire expense.
Purchased services expense, which consists 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 $30.1 million for the six months ended June 30, 2017, compared with $31.9 million for the six months ended June 30, 2016, a decrease of $1.8 million, or 5.8%. The decrease consisted of $3.6 million from existing operations, partially offset by $1.7 million from new operations. The decrease from existing operations was primarily due to a reduction in the use of third-party contractors for track repairs.
Depreciation and amortization expense was $77.8 million for the six months ended June 30, 2017, compared with $73.3 million for the six months ended June 30, 2016, an increase of $4.5 million, or 6.2%. The increase consisted of $3.5 million from existing operations and $1.0 million from new operations. The increase from existing operations was primarily attributable to a larger depreciable asset base in 2017 compared with 2016, reflecting capital spending in 2016.
The cost of diesel fuel used in train operations was $37.1 million for the six months ended June 30, 2017, compared with $27.4 million for the six months ended June 30, 2016, an increase of $9.7 million, or 35.6%. The increase consisted of $8.7 million from existing operations and $1.1 million from new operations. The increase from existing operations consisted of $7.0 million due to a 25.0% increase in average fuel cost per gallon and $1.7 million due to a 5.2% increase in diesel fuel consumption.

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Casualties and insurance expense was $18.0 million for the six months ended June 30, 2017, compared with $14.2 million for the six months ended June 30, 2016, an increase of $3.8 million, or 26.6%. The increase consisted of $3.2 million from existing operations and $0.6 million from new operations. The increase from existing operations was primarily attributable to an increase in derailments and washout expense in 2017.
Other expenses were $40.6 million for the six months ended June 30, 2017, compared with $37.0 million for the six months ended June 30, 2016, an increase of $3.6 million, or 9.8%. The increase consisted of $2.8 million from existing operations and $0.9 million from new operations. The increase from existing operations was primarily attributable to corporate development and related costs.
Operating Income/Operating Ratio
Operating income from our North American Operations was $147.2 million for the six months ended June 30, 2017, compared with $149.0 million for the six months ended June 30, 2016. Operating income for the six months ended June 30, 2017 included corporate development and related costs of $6.8 million, about half of which related to the integration of P&W and the remainder to ongoing corporate development projects and projects that are no longer active. Operating income for the six months ended June 30, 2016 included corporate development and related costs of $2.2 million and restructuring costs of $0.7 million. The operating ratio was 76.8% for the six months ended June 30, 2017, compared with 75.3% for the six months ended June 30, 2016.
Australian Operations
Operating Revenues
The following table sets forth our Australian Operations operating revenues and carloads by new operations and existing operations for the six months ended June 30, 2017 and 2016 (dollars in thousands):
 
Six Months Ended June 30,
 
Increase/(Decrease) in Total Operations
 
Increase/(Decrease) in 
Existing Operations
 
Currency Impact
 
2017
 
2016
 
 
 
 
Total Operations
 
New
Operations
 
Eliminations(a)
 
Existing
Operations
 
Total Operations
 
Amount
 
%
 
Amount
 
%
 
Freight revenues
$
124,627

 
$
57,279

 
$

 
$
67,348

 
$
51,171

 
$
73,456

 
143.6
 %
 
$
16,177

 
31.6
 %
 
$
1,421

Freight-related revenues
23,209

 

 
(23,665
)
 
46,874

 
52,619

 
(29,410
)
 
(55.9
)%
 
(5,745
)
 
(10.9
)%
 
1,438

All other revenues
2,880

 

 

 
2,880

 
3,291

 
(411
)
 
(12.5
)%
 
(411
)
 
(12.5
)%
 
84

Total operating revenues
$
150,716

 
$
57,279

 
$
(23,665
)
 
$
117,102

 
$
107,081

 
$
43,635

 
40.7
 %
 
$
10,021

 
9.4
 %
 
$
2,943

Carloads
295,505

 
190,343

 

 
105,162

 
90,474

 
205,031

 
226.6
 %
 
14,688

 
16.2
 %
 
 
(a) Represents revenues for services provided by Freightliner Australia to GRail, which were eliminated in our consolidated revenues.
Freight Revenues
The following table sets forth the changes in our Australian Operations freight revenues by commodity group segregated into new operations and existing operations for the six months ended June 30, 2017 and 2016 (dollars in thousands): 
 
 
 
Increase/(Decrease) in Total Operations
 
New Operations
 
Currency Impact
 
2016 Constant Currency*
 
Increase/(Decrease) Existing Operations Constant Currency*
 
Six Months Ended June 30,
 
 
 
 
 
Commodity Group
2017
 
2016
 
 
 
 
 
Agricultural Products
$
11,678

 
$
9,410

 
$
2,268

 

 
$
270

 
$
9,680

 
$
1,998

Coal and Coke
57,279

 

 
57,279

 
57,279

 

 

 

Intermodal
33,101

 
31,617

 
1,484

 

 
856

 
32,473

 
628

Metallic Ores
18,290

 
5,974

 
12,316

 

 
176

 
6,150

 
12,140

Minerals & Stone
3,995

 
3,780

 
215

 

 
107

 
3,887

 
108

Petroleum Products
284

 
390

 
(106
)
 

 
12

 
402

 
(118
)
Total freight revenues
$
124,627

 
$
51,171

 
$
73,456

 
57,279

 
$
1,421

 
52,592

 
$
14,756

* Constant currency amounts reflect the prior period results translated at the current period exchange rates.

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The following table sets forth our Australian Operations freight revenues, carloads and average freight revenues per carload for the six months ended June 30, 2017 and 2016 (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,
 
 
2017
 
2016 Constant Currency*
 
 
Commodity Group
Amount
 
% of
Total
 
Amount
 
% of
Total
 
2017
 
2016
 
2017
 
2016
 
2016 Constant Currency*
Agricultural Products
$
11,678

 
9.4
%
 
$
9,680

 
18.4
%
 
30,641

 
24,077

 
$
381

 
$
391

 
$
402

Coal & Coke
57,279

 
45.9
%
 

 
%
 
190,343

 

 
301

 

 

Intermodal
33,101

 
26.6
%
 
32,473

 
61.7
%
 
28,737

 
28,943

 
1,152

 
1,092

 
1,122

Metallic Ores
18,290

 
14.7
%
 
6,150

 
11.7
%
 
15,760

 
4,336

 
1,161

 
1,378

 
1,418

Minerals & Stone
3,995

 
3.2
%
 
3,887

 
7.4
%
 
29,906

 
32,985

 
134

 
115

 
118

Petroleum Products
284

 
0.2
%
 
402

 
0.8
%
 
118

 
133

 
2,407

 
2,932

 
3,023

Total
$
124,627

 
100.0
%
 
$
52,592

 
100.0
%
 
295,505

 
90,474

 
$
422

 
$
566

 
$
581

* Constant currency amounts reflect the prior period results translated at the current period exchange rates.
Total traffic from our Australian Operations increased 205,031 carloads for the six months ended June 30, 2017, compared with the same period in 2016. The increase consisted of 190,343 carloads from new operations and 14,688 carloads from existing operations. The increase in traffic from existing operations was principally due to increases of 11,424 carloads of metallic ores traffic and 6,564 carloads of agricultural products traffic, partially offset by a decrease of 3,079 carloads of minerals and stone traffic. All remaining traffic decreased by 221 carloads.
Changes in average freight revenues per carload in a commodity group may be impacted by changes in customer rates and fuel surcharges, as well as changes in the mix of customer traffic within a commodity group. Excluding the impact of foreign currency, average freight revenues per carload from our Australian Operations decreased 27.4% to $422 for the six months ended June 30, 2017, compared with the same period in 2016. Average freight revenues per carload from existing operations excluding the impact of foreign currency increased 10.2% to $640 for the six months ended June 30, 2017, compared with the same period in 2016. The increase in average freight revenues per carload from existing operations was primarily due to increased metallic ores shipments as a result of the recommencement of operations at two previously closed iron ore and manganese mines.
The following information discusses the significant changes in our Australian Operations freight revenues from existing operations by commodity group excluding the impact of foreign currency.
Agricultural products revenues increased $2.0 million, or 20.6%. Agricultural products traffic increased 6,564 carloads, or 27.3%, which increased revenues by $2.5 million, while average freight revenues per carload decreased 5.2%, which decreased revenues by $0.5 million. The carload increase was primarily due to stronger mainland grain shipments.
Intermodal revenues increased $0.6 million, or 1.9%, primarily due to an increase in average freight revenues per carload of 2.7%. The increase in average freight revenues per carload was primarily due to higher fuel surcharges.
Metallic ores revenues increased $12.1 million. Metallic ores traffic increased 11,424 carloads, which increased revenues by $13.2 million, while average freight revenues per carload decreased 18.1%, which decreased revenues by $1.1 million. The carload increase was primarily due to the recommencement of operations at two previously closed iron ore and manganese mines.
Freight revenues from all remaining commodities combined decreased by less than $0.1 million.

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Freight-Related Revenues
Excluding a $1.4 million increase due to the impact of foreign currency appreciation, freight-related revenues from our Australian Operations, which includes revenues from railcar switching, track access rights, crewing services, storage and other ancillary revenues related to the movement of freight, decreased $30.8 million, or 57.1%, to $23.2 million for the six months ended June 30, 2017, compared with $54.1 million for the six months ended June 30, 2016. Excluding $23.7 million of freight-related revenues for services provided by Freightliner Australia to GRail for the for the six months ended June 30, 2017, which were eliminated in our consolidated freight-related revenues, our freight-related revenues from existing operations decreased $7.2 million. The decrease from existing operations was primarily due to the loss of the fixed payments from Arrium associated with our rail haulage agreement to serve their Southern Iron mine that is now closed and shipments of stockpiled manganese in 2016 at a previously closed customer mine facility, partially offset by increased agricultural products-related switching revenues in 2017.
All Other Revenues
Excluding a $0.1 million increase due to the impact of foreign currency appreciation, all other revenues from our Australian Operations, which includes revenues from third-party railcar and locomotive repairs, property rentals and other ancillary revenues not directly related to the movement of freight, decreased $0.5 million, or 14.7%, to $2.9 million for the six months ended June 30, 2017, compared with $3.4 million for the six months ended June 30, 2016.
Operating Expenses
Total operating expenses from our Australian Operations for the six months ended June 30, 2017 increased $3.9 million, or 3.5%, to $113.3 million, compared with $109.5 million for the six months ended June 30, 2016. The increase consisted of $17.0 million from new operations, partially offset by a decrease of $13.2 million from existing operations. Operating expenses for the six months ended June 30, 2016 included a $13.0 million impairment of a rolling-stock maintenance facility and an accounts receivable reserve of $8.1 million, both of which were associated with an iron ore/steel making customer entering into voluntary administration. In addition, the change from existing operations included a $2.8 million increase due to the impact of foreign currency appreciation.
The following table sets forth operating expenses from our Australian Operations for the six months ended June 30, 2017 and 2016 (dollars in thousands): 
 
Six Months Ended June 30,
 
 
 
 
 
 
 
Increase/(Decrease) Constant Currency*
 
2017
 
2016
 
 
 
Currency
Impact
 
2016 Constant Currency*
 
 
Amount
 
% of
Operating
Revenues
 
Amount
 
% of
Operating
Revenues
 
Increase/(Decrease)
 
 
 
Labor and benefits
$
34,829

 
23.1
%
 
$
32,568

 
30.4
%
 
$
2,261

 
$
936

 
$
33,504

 
$
1,325

Equipment rents
2,735

 
1.8
%
 
3,325

 
3.1
%
 
(590
)
 
97

 
3,422

 
(687
)
Purchased services
12,682

 
8.4
%
 
11,349

 
10.6
%
 
1,333

 
311

 
11,660

 
1,022

Depreciation and amortization
30,162

 
20.0
%
 
13,889

 
13.0
%
 
16,273

 
402

 
14,291

 
15,871

Diesel fuel used in train operations
12,910

 
8.6
%
 
8,575

 
8.0
%
 
4,335

 
234

 
8,809

 
4,101

Casualties and insurance
2,852

 
1.9
%
 
3,088

 
2.9
%
 
(236
)
 
90

 
3,178

 
(326
)
Materials
5,231

 
3.5
%
 
5,289

 
4.9
%
 
(58
)
 
150

 
5,439

 
(208
)
Trackage rights
6,892

 
4.6
%
 
4,317

 
4.0
%
 
2,575

 
125

 
4,442

 
2,450

Net (gain)/loss on sale and impairment of assets
(22
)
 
%
 
12,982

 
12.1
%
 
(13,004
)
 
200

 
13,182

 
(13,204
)
Restructuring costs
338

 
0.2
%
 
716

 
0.7
%
 
(378
)
 
11

 
727

 
(389
)
Other expenses
4,698

 
3.1
%
 
13,353

 
12.5
%
 
(8,655
)
 
248

 
13,601

 
(8,903
)
Total operating expenses
$
113,307

 
75.2
%
 
$
109,451

 
102.2
%
 
$
3,856

 
$
2,804

 
$
112,255

 
$
1,052

* Constant currency amounts reflect the prior period results translated at the current period exchange rates.
The following information discusses the significant changes in operating expenses of our Australian Operations excluding an increase of $2.8 million due to the impact of foreign currency appreciation.
Depreciation and amortization expense was $30.2 million for the six months ended June 30, 2017, compared with $14.3 million for the six months ended June 30, 2016, an increase of $15.9 million. The increase was primarily attributable to new operations.

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Table of Contents

The cost of diesel fuel used in train operations was $12.9 million for the six months ended June 30, 2017, compared with $8.8 million for the six months ended June 30, 2016, an increase of $4.1 million, or 46.6%. The increase consisted of $2.5 million due to a 27.9% increase in average fuel cost per gallon and $1.6 million due to a 14.7% increase in diesel fuel consumption.
Trackage rights expense was $6.9 million for the six months ended June 30, 2017, compared with $4.4 million for the six months ended June 30, 2016, an increase of $2.5 million, or 55.2%. The increase was primarily attributable to services for an iron ore customer that recommenced operations in July 2016, as well as increased grain shipments.
Net (gain)/loss on the sale and impairment of assets for the six months ended June 30, 2016 of $13.0 million was primarily related to the impairment of a rolling-stock maintenance facility resulting from an iron ore/steel making customer entering voluntary administration.
Other expenses were $4.7 million for the six months ended June 30, 2017, compared with $13.6 million for the six months ended June 30, 2016, a decrease of $8.9 million, or 65.5%. The decrease was primarily due to an accounts receivable reserve recorded during the six months ended June 30, 2016 associated with an iron ore/steel making customer entering into voluntary administration.
Operating Income/(Loss)/Operating Ratio
Operating income from our Australian Operations was $37.4 million for the six months ended June 30, 2017, compared with an operating loss of $2.4 million for the six months ended June 30, 2016. Operating income for the six months ended June 30, 2017 included $0.3 million of restructuring costs and $0.2 million of corporate development and related costs. For the six months ended June 30, 2016, our Australian Operations recorded charges of $21.1 million, including a $13.0 million impairment of a rolling-stock maintenance facility and an associated accounts receivable reserve of $8.1 million, resulting from an iron ore/steel making customer entering voluntary administration. The operating loss from our Australian Operations for the six months ended June 30, 2016 also included $1.0 million of corporate development and related costs and $0.7 million of restructuring costs. The operating ratio was 75.2% for the six months ended June 30, 2017, compared with 102.2% for the six months ended June 30, 2016.
U.K./European Operations
Operating Revenues
The following table sets forth our U.K./European Operations operating revenues and carloads by new operations and existing operations for the six months ended June 30, 2017 and 2016 (dollars in thousands):
 
Six Months Ended June 30,
 
Increase in Total Operations
 
Decrease in Existing
Operations
 
 
 
2017
 
2016
 
 
 
 
 
Total Operations
 
New
Operations
 
Existing
Operations
 
Total Operations
 
Amount
 
%
 
Amount
 
%
 
Currency Impact
Freight revenues
$
159,619

 
$

 
$
159,619

 
$
167,118

 
$
(7,499
)
 
(4.5
)%
 
$
(7,499
)
 
(4.5
)%
 
$
(15,711
)
Freight-related revenues
97,221

 
17,885

 
79,336

 
92,024

 
5,197

 
5.6
 %
 
(12,688
)
 
(13.8
)%
 
(8,931
)
All other revenues
16,835

 
7,633

 
9,202

 
13,415

 
3,420

 
25.5
 %
 
(4,213
)
 
(31.4
)%
 
(1,401
)
Total operating revenues
$
273,675

 
$
25,518

 
$
248,157

 
$
272,557

 
$
1,118

 
0.4
 %
 
$
(24,400
)
 
(9.0
)%
 
$
(26,043
)
Carloads
535,762

 

 
535,762

 
528,511

 
7,251

 
1.4
 %
 
7,251

 
1.4
 %
 
 

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Table of Contents

Freight Revenues
The following table sets forth the changes in our U.K./European Operations freight revenues by commodity group for the six months ended June 30, 2017 and 2016 (dollars in thousands): 
 
Six Months Ended June 30,
 
Increase/(Decrease)
 
Currency Impact
 
2016 Constant Currency*
 
Increase/(Decrease) Constant Currency*
 
2017
 
2016
 
 
 
 
Commodity Group
Amount
 
% of Total
 
Amount
 
% of Total
 
 
 
 
Agricultural Products
$
2,568

 
1.6
%
 
$
736

 
0.4
%
 
$
1,832

 
$
(9
)
 
727

 
$
1,841

Coal & Coke
5,119

 
3.2
%
 
7,752

 
4.6
%
 
(2,633
)
 
(802
)
 
6,950

 
(1,831
)
Intermodal
122,789

 
76.9
%
 
133,448

 
79.9
%
 
(10,659
)
 
(13,677
)
 
119,771

 
3,018

Lumber & Forest Products

 
%
 
126

 
0.1
%
 
(126
)
 
(2
)
 
124

 
(124
)
Metallic Ores

 
%
 
40

 
%
 
(40
)
 
1

 
41

 
(41
)
Minerals & Stone
29,143

 
18.3
%
 
25,016

 
15.0
%
 
4,127

 
(1,222
)
 
23,794

 
5,349

Total freight revenues
$
159,619

 
100.0
%
 
$
167,118

 
100.0
%
 
$
(7,499
)
 
$
(15,711
)
 
151,407

 
$
8,212

* Constant currency amounts reflect the prior period results translated at the current period exchange rates.
The following table sets forth our U.K./European Operations freight revenues, carloads and average freight revenues per carload for the six months ended June 30, 2017 and 2016 (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,
 
 
2017
 
2016 Constant Currency*
 
 
Commodity Group
Amount
 
% of
Total
 
Amount
 
% of
Total
 
2017
 
2016
 
2017
 
2016
 
2016 Constant Currency*
Agricultural Products
$
2,568

 
1.6
%
 
$
727

 
0.5
%
 
2,259

 
842

 
$
1,137

 
$
874

 
$
863

Coal & Coke
5,119

 
3.2
%
 
6,950

 
4.6
%
 
14,535

 
17,313

 
352

 
448

 
401

Intermodal
122,789

 
76.9
%
 
119,771

 
79.1
%
 
440,904

 
440,638

 
278

 
303

 
272

Lumber & Forest Products

 
%
 
124

 
0.1
%
 

 
315

 

 
400

 
394

Metallic Ores

 
%
 
41

 
%
 

 
93

 

 
430

 
441

Minerals & Stone
29,143

 
18.3
%
 
23,794

 
15.7
%
 
78,064

 
69,310

 
373

 
361

 
343

Total
$
159,619

 
100.0
%
 
$
151,407

 
100.0
%
 
535,762

 
528,511

 
$
298

 
$
316

 
$
286

* Constant currency amounts reflect the prior period results translated at the current period exchange rates.
Total traffic from our U.K./European Operations increased 7,251 carloads, or 1.4%, for the six months ended June 30, 2017, compared with the same period in 2016. The traffic increase was principally due to increases of 8,754 carloads of minerals and stone traffic and 1,417 carloads of agricultural products traffic, partially offset by a decrease of 2,778 carloads of coal and coke traffic. All remaining traffic decreased by a net 142 carloads.
Changes in average freight revenues per carload in a commodity group may be impacted by changes in customer rates and fuel surcharges, as well as changes in the mix of customer traffic within a commodity group. Excluding the impact of foreign currency, average freight revenues per carload from our U.K./European Operations increased 4.2% to $298 for the six months ended June 30, 2017, compared with the same period in 2016.
The following information discusses the significant changes in our U.K./European Operations freight revenues by commodity group excluding the impact of foreign currency.
Agricultural products revenues increased $1.8 million, primarily due to a traffic increase of 1,417 carloads in Poland due to the development of new business.
Coal and coke revenues decreased $1.8 million, or 26.3%. Coal and coke traffic decreased 2,778 carloads, or 16.0%, which decreased revenues by $1.0 million, and average freight revenues per carload decreased 12.2%, which decreased revenues by $0.9 million. The carload decrease was primarily due to lower demand for steam coal in the U.K., largely as a result of competition from natural gas power generation and an increase in the carbon tax, partially offset by increased spot traffic in Poland.

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Intermodal revenues increased $3.0 million, or 2.5%, primarily due to higher intermodal volumes in the U.K. as network disruptions in 2016 resulted in less traffic, partially offset by lower volumes in Continental Europe in 2017 due to the discontinuation of certain routes as part of our restructuring plan.
Minerals and stone revenues increased $5.3 million, or 22.5%. Minerals and stone traffic increased 8,754 carloads, or 12.6%, which increased revenues by $3.3 million, and average freight revenues per carload increased 8.7%, which increased revenues by $2.1 million. The carload increase was primarily due to higher construction aggregates shipments in Poland. The increase in average freight revenues per carload was primarily due to a change in the mix of business in the U.K.
Freight revenues from all remaining commodities combined decreased by $0.2 million.
Freight-Related Revenues
Freight-related revenues from our U.K./European Operations include trucking haulage services, container storage and switching services, as well as infrastructure services, where we operate work trains for the track infrastructure owner. Freight-related revenues in the U.K./Europe also include traction service (or hook and pull), which requires us to provide locomotives and drivers to move a customer's train between specified origin and destination points, and other ancillary revenues related to the movement of freight.
Excluding an $8.9 million decrease due to the impact of foreign currency depreciation, freight-related revenues from our U.K./European Operations increased $14.1 million, or 17.0%, to $97.2 million for the six months ended June 30, 2017, compared with $83.1 million for the six months ended June 30, 2016. The increase in freight-related revenues consisted of $17.9 million from new operations, partially offset by a decrease of $3.8 million from existing operations. The decrease from existing operations was primarily due to the discontinuation of certain routes in Continental Europe following the completion of the restructuring of ERS in the first half of 2017 and decreased U.K. infrastructure revenues, partially offset by increased switching revenues in the U.K.
All Other Revenues
Excluding a $1.4 million decrease due to the impact of foreign currency depreciation, all other revenues from our U.K./European Operations, which includes revenues from container sales, third-party car and locomotive repairs, property rentals and other ancillary revenues not directly related to the movement of freight, increased $4.8 million, or 40.1%, to $16.8 million for the six months ended June 30, 2017, compared with $12.0 million for the six months ended June 30, 2016. The increase consisted of $7.6 million from new operations, primarily from container sales and container repairs at Pentalver, partially offset by a decrease of $2.8 million from existing operations. The decrease from existing operations was primarily due to reduced management and technical support revenues in Saudi Arabia resulting primarily from the timing of project deliverables.
Operating Expenses
Total operating expenses from our U.K./European Operations were $279.4 million for the six months ended June 30, 2017, compared with $275.0 million for the six months ended June 30, 2016, an increase of $4.4 million, or 1.6%. The increase included $23.6 million from new operations, partially offset by a decrease of $19.2 million from existing operations. The decrease from existing operations included a $25.7 million decrease due to the impact of foreign currency depreciation and $5.7 million of restructuring costs.

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The following table sets forth operating expenses from our U.K./European Operations for the six months ended June 30, 2017 and 2016 (dollars in thousands): 
 
Six Months Ended June 30,
 
 
 
 
 
 
 
Increase/(Decrease) Constant Currency*
 
2017
 
2016
 
 
 
Currency
Impact
 
2016 Constant Currency*
 
 
Amount
 
% of
Operating
Revenues
 
Amount
 
% of
Operating
Revenues
 
Increase/(Decrease)
 
 
 
Labor and benefits
$
80,944

 
29.6
%
 
$
88,317

 
32.4
%
 
$
(7,373
)
 
$
(9,854
)
 
$
78,463

 
$
2,481

Equipment rents
37,003

 
13.5
%
 
44,257

 
16.2
%
 
(7,254
)
 
(3,803
)
 
40,454

 
(3,451
)
Purchased services
65,018

 
23.8
%
 
54,821

 
20.1
%
 
10,197

 
(3,889
)
 
50,932

 
14,086

Depreciation and amortization
14,339

 
5.2
%
 
13,052

 
4.9
%
 
1,287

 
(1,345
)
 
11,707

 
2,632

Diesel fuel used in train operations
21,169

 
7.7
%
 
17,781

 
6.5
%
 
3,388

 
(1,718
)
 
16,063

 
5,106

Electricity used in train operations
5,307

 
2.0
%
 
6,669

 
2.4
%
 
(1,362
)
 
(389
)
 
6,280

 
(973
)
Casualties and insurance
1,826

 
0.7
%
 
2,221

 
0.8
%
 
(395
)
 
(243
)
 
1,978

 
(152
)
Materials
15,442

 
5.6
%
 
11,749

 
4.3
%
 
3,693

 
(1,270
)
 
10,479

 
4,963

Trackage rights
18,421

 
6.7
%
 
19,659

 
7.2
%
 
(1,238
)
 
(1,561
)
 
18,098

 
323

Net loss/(gain) on sale and impairment of assets
1

 
%
 
(70
)
 
%
 
71

 
7

 
(63
)
 
64

Restructuring costs
5,710

 
2.1
%
 
4,687

 
1.7
%
 
1,023

 
(466
)
 
4,221

 
1,489

Other expenses
14,266

 
5.2
%
 
11,855

 
4.4
%
 
2,411

 
(1,135
)
 
10,720

 
3,546

Total operating expenses
$
279,446

 
102.1
%
 
$
274,998

 
100.9
%
 
$
4,448

 
$
(25,666
)
 
$
249,332

 
$
30,114

* Constant currency amounts reflect the prior period results translated at the current period exchange rates.
The following information discusses the significant changes in operating expenses of our U.K./European Operations excluding a decrease of $25.7 million due to the impact of foreign currency depreciation.
Labor and benefits expense was $80.9 million for the six months ended June 30, 2017, compared with $78.5 million for the six months ended June 30, 2016, an increase of $2.5 million, or 3.2%. The increase consisted of $4.8 million from new operations, partially offset by a decrease of $2.3 million, or 2.9%, from existing operations. The decrease from existing operations was primarily due to reduced headcount as a result of the restructuring of the U.K. coal business and the discontinuation of certain routes in Continental Europe as part of our restructuring of ERS.
Equipment rents expense was $37.0 million for the six months ended June 30, 2017, compared with $40.5 million for the six months ended June 30, 2016, a decrease of $3.5 million, or 8.5%. The decrease consisted of $5.4 million from existing operations, partially offset by $1.9 million from new operations. The 2016 period included surplus lease costs in Continental Europe and higher locomotive lease costs in the U.K. that have since been renegotiated with more favorable terms. These resulted in lower equipment costs in 2017 that were partially offset by additional locomotive lease expense in Poland to support increased aggregates and grain business.
Purchased services expense, which consists of the costs of services provided by outside contractors for repairs and maintenance of locomotives, railcars and other equipment, as well as contract labor costs for crewing services, was $65.0 million for the six months ended June 30, 2017, compared with $50.9 million for the six months ended June 30, 2016, an increase of $14.1 million, or 27.7%. The increase consisted of $8.3 million from new operations and $5.8 million from existing operations. The change from existing operations was primarily due to lower net service costs incurred in 2016, which included cost reimbursements as a result of disruptions caused by a temporary flood-related bridge outage in the U.K. In addition, the 2017 period included increased third-party costs for services performed at the ports, partially offset by a decrease due to the discontinuation of certain routes in Continental Europe as part of our restructuring plan.
Depreciation and amortization expense was $14.3 million for the six months ended June 30, 2017, compared with $11.7 million for the six months ended June 30, 2016, an increase of $2.6 million, or 22.5%. The increase consisted of $1.8 million from existing operations and $0.9 million from new operations. The increase from existing operations was primarily attributable to a larger depreciable asset base in 2017 compared with 2016, reflecting capital spending in 2016.
The cost of diesel fuel used in train operations was $21.2 million for the six months ended June 30, 2017, compared with $16.1 million for the six months ended June 30, 2016, an increase of $5.1 million, or 31.8%. The increase consisted of $4.0 million due to a 26.2% increase in average fuel cost per gallon and $1.1 million due to a 4.5% increase in diesel fuel consumption.

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Materials expense was $15.4 million for the six months ended June 30, 2017, compared with $10.5 million for the six months ended June 30, 2016, an increase of $5.0 million, or 47.4%. The increase consisted of $6.8 million from new operations, partially offset by a decrease of $1.9 million from existing operations. The decrease from existing operations was primarily due to timing of terminal infrastructure maintenance in the U.K. in 2016.
Restructuring costs for the six months ended June 30, 2017 of $5.7 million were primarily related to our previously announced restructuring of ERS. Restructuring costs for the six months ended June 30, 2016 of $4.7 million were primarily related to restructuring of the U.K. coal business.
Other expenses were $14.3 million for the six months ended June 30, 2017, compared with $10.7 million for the six months ended June 30, 2016, an increase of $3.5 million, or 33.1%. The increase consisted of $2.8 million from existing operations and $0.7 million from new operations. The increase from existing operations included $1.8 million of corporate development and related costs primarily associated with the acquisition and integration of Pentalver and a $1.5 million accounts receivable reserve associated with a customer entering into bankruptcy.
Operating Loss
Our U.K./European Operations had an operating loss of $5.8 million for the six months ended June 30, 2017, compared with an operating loss of $2.4 million for the six months ended June 30, 2016. The operating loss from our U.K./European Operations for the six months ended June 30, 2017 included $5.7 million of restructuring costs and $2.1 million of corporate development and related costs. The operating loss from our U.K./European Operations for the six months ended June 30, 2016 included $4.7 million of restructuring costs.
Liquidity and Capital Resources
We had cash and cash equivalents of $83.7 million at June 30, 2017, of which, $47.6 million was from our Australian Operations. In accordance with our Australia Partnership agreement, the cash and cash equivalents of our Australian Operations can be used for the following: 1) to make payments in the usual and regular course of business, 2) to pay down debt of the Partnership and 3) to make distributions to the Partners in proportion to their investments.
Based on current expectations, we believe our cash, together with our other liquid assets, anticipated future cash flows from operations, 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.
At June 30, 2017, we had long-term debt, including current portion, of $2,432.7 million, which comprised 42.2% of our total capitalization, and $400.2 million of unused borrowing capacity under the Credit Agreement. At December 31, 2016, we had long-term debt, including current portion, totaling $2,359.5 million, which comprised 42.5% of our total capitalization.
During the six months ended June 30, 2017 and 2016, we generated $224.3 million and $162.0 million, respectively, of cash from operating activities. Changes in working capital decreased net cash flows by $15.8 million and $52.0 million for the six months ended June 30, 2017 and 2016, respectively.
During the six months ended June 30, 2017 and 2016, our cash used in investing activities was $175.7 million and $78.1 million, respectively. For the six months ended June 30, 2017, the primary drivers of cash used in investing activities were $105.6 million of net cash paid for acquisitions, including the acquisitions of Pentalver and HOG, and $91.5 million of cash used for capital expenditures, including $7.4 million for new business investments, partially offset by $11.6 million of cash received from grants from outside parties for capital spending. For the six months ended June 30, 2016, primary drivers of cash used in investing activities were $113.3 million of cash used for capital expenditures, including new business investments of $3.4 million, partially offset by $26.0 million in cash received from grants from outside parties for capital spending and $7.7 million of insurance proceeds for the replacement of assets.
During the six months ended June 30, 2017 and 2016, our cash used in financing activities was $0.5 million and $96.0 million, respectively. For the six months ended June 30, 2016, the primary driver of cash used in financing activities resulted from net payments on outstanding debt of $96.5 million.

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Credit Agreement
As of the March 20, 2015 closing date, the credit facilities under the Credit Agreement were comprised of a $1,782.0 million United States term loan, an A$324.6 million (or $252.5 million at the exchange rate on the closing date) Australian term loan, a £101.7 million (or $152.2 million at the exchange rate on the closing date) U.K. term loan and a $625.0 million revolving credit facility. The revolving credit facility includes borrowing capacity for letters of credit and swingline loans. The maturity date of each of our credit facilities under the Credit Agreement is March 31, 2020.
On October 20, 2016, we entered into Amendment No. 2 to the Credit Agreement (Amendment No. 2). Amendment No. 2 permitted, among other things, us to enter into the Australia Partnership transaction and the GRail Transactions (collectively, the Australian Reorganization). As a result of the Australian Reorganization, on December 1, 2016, we paid the balance on the Australian term loan and the $625.0 million revolving credit facility under the Credit Agreement was reallocated and includes flexible sub-limits for revolving loans denominated in United States dollars, British pounds, Canadian dollars and Euros.
During the three months ended June 30, 2017, we made prepayments on our United States term loan of $99.8 million. We also made scheduled quarterly principal payments of $5.2 million on the United States term loan and £2.5 million (or $3.2 million at the exchange rate on the dates the payments were made) on our U.K. term loan.
For additional information regarding our Credit Agreement, see Note 6, Long-Term Debt, to our Consolidated Financial Statements set forth in "Part I Item 1. Financial Statements" of this quarterly report.
2017 Budgeted Capital Expenditures
The following table sets forth our budgeted capital expenditures for the year ending December 31, 2017 (dollars in thousands):
 
 
2017 Budgeted
 
 
Capital
 
 
Expenditures
Track and equipment improvements, self-funded
 
$
195,000

Track and equipment improvements, subject to third-party funding
 
79,000

New business investments
 
39,000

Gross capital expenditures
 
$
313,000

Grants from outside parties
 
(61,000
)
Net capital expenditures
 
$
252,000

During the six months ended June 30, 2017, we incurred $89.4 million in aggregate capital expenditures related to current year projects of which we paid $79.0 million in cash and accrued $10.5 million in accounts payable as of June 30, 2017. Of the $11.1 million of grants from outside parties related to these current year projects, we received $3.7 million in cash and we expect to receive an additional $7.4 million, which was included in outstanding grant receivables from outside parties as of June 30, 2017.
The following table sets forth our capital expenditures incurred by segment for the six months ended June 30, 2017 (dollars in thousands):
 
 
Six Months Ended
 
 
June 30, 2017
 
 
North American Operations
 
Australian Operations
 
U.K./European Operations
 
Total
Capital Expenditures:
 
 
 
 
 
 
 
 
Track and equipment, self-funded
 
$
59,031

 
$
4,632

 
$
9,249

 
$
72,912

Track and equipment, subject to third-party funding
 
14,920

 

 

 
14,920

New business investments
 
391

 

 
1,216

 
1,607

Gross capital expenditures
 
74,342

 
4,632

 
10,465

 
89,439

Grants from outside parties
 
(11,087
)
 

 

 
(11,087
)
Net capital expenditures
 
$
63,255

 
$
4,632

 
$
10,465

 
$
78,352

Cash of $91.5 million paid for purchases of property and equipment during the six months ended June 30, 2017 consisted of $79.0 million for 2017 capital projects and $12.5 million related to capital expenditures accrued in 2016. Grant proceeds from outside parties during the six months ended June 30, 2017 consisted of $3.7 million for grants related to 2017 capital expenditures and $7.9 million for grants related to our capital expenditures from prior years.

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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.
Recently Issued Accounting Standards
See Note 16, Recently Issued Accounting Standards, to our Consolidated Financial Statements set forth in "Part I Item 1. Financial Statements" of this quarterly report.
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, 2016 consisted of operating lease obligations, as well as credit/payment guarantees. There were no material changes in our off-balance sheet arrangements during the six months ended June 30, 2017.
Impact of Foreign Currencies on Consolidated Results
The financial statements of our foreign subsidiaries are prepared in the local currency of the respective subsidiary and translated into United States dollars based on the exchange rate at the end of the period for balance sheet items and, for the statement of operations, at the average rate for the period. Currency translation adjustments are reflected within the equity section of the balance sheet and are included in other comprehensive income/(loss). Upon complete or substantially complete liquidation of the underlying investment in the foreign subsidiary, cumulative translation adjustments are recognized in the consolidated statements of operations.
When comparing the effects of average foreign currency exchange rates on operating revenues and operating expenses during the three and six months ended June 30, 2017 with the three and six months ended June 30, 2016, foreign currency translation had a net negative impact on our consolidated operating revenues and a net positive impact on our consolidated operating expenses. Currency effects related to operating revenues and operating 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.
The following tables reflect the exchange rates used to translate the foreign entities respective local currency results into United States dollars as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016:
 
June 30, 2017
 
December 31, 2016
United States dollar per Australian dollar
$
0.77

 
$
0.72

United States dollar per British pound
$
1.30

 
$
1.23

United States dollar per Canadian dollar
$
0.77

 
$
0.74

United States dollar per Euro
$
1.14

 
$
1.06

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
United States dollar per Australian dollar
$
0.75

 
$
0.75

 
$
0.75

 
$
0.73

United States dollar per British pound
$
1.28

 
$
1.44

 
$
1.26

 
$
1.43

United States dollar per Canadian dollar
$
0.74

 
$
0.78

 
$
0.75

 
$
0.75

United States dollar per Euro
$
1.01

 
$
1.13

 
$
1.08

 
$
1.12


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ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
During the six months ended June 30, 2017, there were no material changes to the Quantitative and Qualitative Disclosures About Market Risk previously disclosed in our 2016 Annual Report on Form 10-K (see Note 7, Derivative Financial Instruments, to our Consolidated Financial Statements set forth in "Part I Item 1. Financial Statements" of this quarterly report).
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, 2017. Consistent with the guidance issued by the Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from management's report on internal control over financial reporting in the year following the acquisition, management excluded an assessment of the effectiveness of internal control over financial reporting related to P&W, GRail, Pentalver and HOG, whose total assets as a percentage of Genesee & Wyoming Inc.'s consolidated total assets as of June 30, 2017 and whose total revenues and operating income as a percentage of Genesee & Wyoming Inc.'s consolidated total revenues and consolidated operating income, respectively, for the three months ended June 30, 2017 were as follows:
 
June 30, 2017
 
P&W
 
GRail
 
Pentalver
 
HOG
Total assets as a % of G&W's total assets
2
%
 
13
%
 
2
%
 
<1%
 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2017
 
P&W
 
GRail
 
Pentalver
 
HOG
Total revenues as a % of G&W's total revenues
2
%
 
3
%
 
5
%
 
<1%
Operating income as a % of G&W's operating income
2
%
 
8
%
 
2
%
 
<1%
Based upon that evaluation and subject to the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2017, the disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Internal Control Over Financial Reporting — On November 1, 2016, we completed the acquisition of P&W and on December 1, 2016, we completed the acquisition of GRail. On May 3, 2017, we completed the acquisition of Pentalver and on May 31, 2017, we completed the acquisition of HOG. We extended our oversight and monitoring processes that support our internal control over financial reporting, as appropriate, to include P&W's, GRail's, Pentalver's and HOG's financial position, results of operations and cash flow into our consolidated financial statements from the commencement date of each acquisition through June 30, 2017. We are continuing to integrate the acquired operations of these acquisitions into our overall internal control over financial reporting and related processes. Except as disclosed in this paragraph, there were no other 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) during the three months ended June 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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 as the nature of our business exposes us to the potential for various claims and litigation, including those related to property damage, personal injury, freight loss, labor and employment, environmental and other matters. We maintain insurance policies to mitigate the financial risk associated with such claims. However, any material changes to pending litigation or a catastrophic rail accident or series of accidents involving material freight loss or property damage, personal injuries or environmental liability or other claims or disputes that are not covered by insurance could have a material adverse effect on our results of operations, financial condition and liquidity.
In November 2014, we received a notice from the United States Environmental Protection Agency (EPA) requesting information under the Clean Water Act related to the discharge of crude oil as a result of a derailment of an Alabama & Gulf Coast Railway LLC (AGR) freight train in November 2013 in the vicinity of Aliceville, Alabama. A fine associated with the contamination has not yet been assessed and is not estimable.
We are also involved in several arbitrations related to contractual disputes that are not covered by insurance. In March 2017, CSX Transportation, Inc. (CSXT) initiated arbitration against several of our subsidiaries associated with freight revenue factors (or divisions) under certain operating agreements associated with leased railroads. CSXT is seeking to reduce certain of our freight revenue factors for the time period after August 21, 2016. We believe we have meritorious defenses against the CSXT claims. In an unrelated matter, on May 3, 2017, the AGR initiated arbitration related to the collection of outstanding liquidated damages under a volume commitment (or take-or-pay) contract with a customer. We believe we will prevail in the collection of the outstanding liquidated damages. Although we expect to attain successful outcomes in each of these matters, arbitration is inherently uncertain and it is possible that an unfavorable ruling could have an adverse effect on our results of operations, financial condition and liquidity.
Management believes there are adequate provisions in the financial statements for any probable liabilities that may result from disposition of the pending lawsuits and the aforementioned arbitrations. Based upon currently available information, we do not believe it is reasonably possible that any such lawsuit or arbitration 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 2016 Annual Report on Form 10-K filed with the Securities and Exchange Commission.
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 2017
(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)
(or Approximate Dollar Value)
that May Yet Be Purchased
Under the Plans or
Programs (2)
April 1 to April 30
310

 
$
65.40

 

 
$
300,000,000

May 1 to May 31
107

 
$
66.43

 

 
$
300,000,000

June 1 to June 30

 
$

 

 
$
300,000,000

Total
417

 
$
65.66

 

 
$
300,000,000

(1) The 417 shares acquired in the three months ended June 30, 2017 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 Third Amended and Restated 2004 Omnibus Plan.
(2) In conjunction with Amendment No. 1 to the Credit Agreement, the Board authorized the repurchase of up to $300.0 million of our Class A Common Stock and appointed a special committee of the Board to review and approve repurchases proposed by management.

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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 7, 2017
By:
/s/    TIMOTHY J. GALLAGHER
 
 
Name:
Timothy J. Gallagher
 
 
Title:
Chief Financial Officer
(Principal Financial Officer)
 
 
 
 
Date:
August 7, 2017
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
 
 
 
*31.1
 
 
 
 
*31.2
 
 
 
 
*32.1
 
 
 
 
*101
 
The following financial information from Genesee & Wyoming Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, formatted in XBRL (eXtensible Business Reporting Language) includes: (i) Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2017 and 2016, (iii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2017 and 2016, (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016, and (v) the Notes to Consolidated Financial Statements.
*Exhibit filed or furnished with this Report.

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