8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 9, 2016

Genesee & Wyoming Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-31456	06-0984624
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20 West Avenue, Darien, Connecticut	06820
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 202-8900

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 – Regulation FD.

On December 12, 2016, Genesee & Wyoming Inc. (the “Company” or “G&W”) announced that a subsidiary of the Company entered into an agreement to acquire Pentalver Transport Limited (“Pentalver”) from a subsidiary of APM Terminals (a subsidiary of AP Møeller-Maersk A/S) for approximately £87 million (or approximately US$110 million at current exchange rates). In its first full year of operation, the Company anticipates Pentalver will generate approximately £105 million of revenue and £12 million of EBITDA. Through the planned expansion of existing terminal space as well as the benefit of operational efficiencies, the Company expects to generate an additional £2 million of EBITDA that will be realized over the next two to three years. G&W believes Pentalver will require less than £500,000 in annual capital expenditures and will have annual depreciation and amortization expense of approximately £4 million.⁽¹⁾

The Company plans to fund the Pentalver acquisition and repay indebtedness under its Senior Secured Syndicated Credit Facility Agreement (the “Credit Agreement”) with the proceeds from the sale of 4,000,000 shares of its Class A Common Stock (the “Equity Sale”). Assuming the completion of the Equity Sale and after adjusting for the expected 12-month impact from contributions from the pending Pentalver acquisition, the November 1, 2016 acquisition of the Providence & Worcester Railroad Company (“P&W”) (currently held in a voting trust until the U.S. Surface Transportation Board approves the Company’s control of P&W) and the acquisition of Glencore Rail (NSW) Pty Limited (“GRail”) on December 1, 2016, the illustrative Credit Agreement covenant-based net adjusted debt to adjusted EBITDA ratio for the twelve months ended September 30, 2016 (as defined and calculated under the Credit Agreement) would have been approximately 3.2 to 1.0.⁽¹⁾

(1) Earnings before interest, taxes, depreciation and amortization (EBITDA) as well as net adjusted debt and adjusted EBITDA, calculated in accordance with the covenant requirements of the Credit Agreement, are “non-GAAP financial measures” as this term is defined in Regulation G under the Securities Exchange Act of 1934. These non-GAAP financial measures are not intended to represent, and should not be considered more meaningful than, or as an alternative to, their most directly comparable GAAP measures. These non-GAAP financial measures may be different from similarly-titled non-GAAP financial measures used by other companies.

Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP measures are set forth in the tables attached hereto under Item 9.01 as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 – Other Events.

In connection with the Equity Sale, the Company is disclosing the information set forth below and included in Exhibit 99.2, which is incorporated into this Item 8.01 by reference.

North American Region

United States Short Line Tax Credit

Since 2005, we have benefited from the United States Short Line Tax Credit, which is an income tax credit for Class II and Class III railroads to reduce their federal income tax based on qualified railroad

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    track maintenance expenditures (the “Short Line Tax Credit”). Unless extended, the Short Line Tax Credit will expire on December 31, 2016. As of September 30, 2016, there were approximately 275 Congressional co-sponsors of legislation that would permanently extend the Short Line Tax Credit. However, the outcome of the November 8, 2016 U.S. presidential election has rendered enactment of extension legislation prior to December 31, 2016 less likely, as the current Congress is expected to delay any tax legislation until President-elect Trump enters office. Further, recent discussions related to potential corporate tax reform in the United States, as well as presidential infrastructure spending objectives, could impact the likelihood of an extension of the Short Line Tax Credit or yield changes to the Short Line Tax Credit. Since 2005, the Short Line Tax Credit has been extended on five occasions subsequent to expiration. Further, the extension of the Short Line Tax Credit for fiscal year 2012, was not enacted until January 2013. Although there is precedent for retroactive extension of the Short Line Tax Credit following expiration, there is no guarantee that the Short Line Tax Credit will be extended for fiscal year 2017 or future years.

Australian Region

Arrium Limited

Arrium Limited (“Arrium”), a mining and materials company located in Australia, accounted for approximately 2% of our operating revenues for the nine months ended September 30, 2016. G&W Australia Holdings LP’s (“GWA”) operations historically served two of Arrium’s mining assets, including the Southern Iron mine, which was mothballed in the second quarter of 2015 as a result of the significant decline in the price of iron ore, and the Whyalla-based operations, which comprise the Middleback Ranges iron ore mines and the Whyalla Steelworks (“Whyalla Contract”), that continue to operate. During the nine months ended September 30, 2016, GWA generated approximately A$28.9 million in freight-related revenues (or approximately $21.4 million, at the average exchange rate for such nine-month period of A$1.00 = $0.74) under the fixed and variable payment structure of the Whyalla Contract that is customary in large contracts in Australia. On April 7, 2016, Arrium announced it had entered into voluntary administration and more recently announced that a sale of the Whyalla operations is likely. Following the voluntary administration, all payments to GWA associated with the Southern Iron rail haulage agreement ceased. While GWA continues to receive payments and provide service under the Whyalla Contract pending the outcome of the voluntary administration and sale process, GWA could also lose some or all of the revenue associated with these Arrium services.

U.K./Europe Region

Continental Europe Intermodal Business

We are continuing to explore ways to enhance the long-term viability of ERS Railways B.V. (“ERS”), the Continental Europe intermodal business Freightliner acquired from AP Møeller-Maersk A/S (“Maersk”). We acquired this business when we acquired Freightliner in 2015, but ascribed little value to it at the time of acquisition due to its limited history of profitability and competitive dynamics in the market in which it operates. As of September 30, 2016, ERS had net assets of approximately $9.1 million, allocated as follows ($ in millions):

Cash and cash equivalents	$	3.6
Accounts receivable		31.4
Prepaid expenses and other		11.2
Property and equipment		0.4
Goodwill		15.4
Intangible assets		4.5
Other assets		0.4
Total assets		66.9
Accounts payable and accrued expenses		34.2
Long-term debt, including current portion		20.2
Other long-term liabilities		3.4
Net assets	$	9.1

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For the nine months ended September 30, 2016, ERS produced a net loss of $10.0 million, which was included in our consolidated financial results. We are committed to determining a path forward with ERS no later than early 2017, which may include fundamentally changing the services offered, restructuring operations and implementing cost savings initiatives. Consistent with these actions, earlier in 2016, the ERS management team was replaced. However, we may not be successful in formulating a business plan that generates meaningful and sustainable profitability at ERS, which may lead to a decision by us to exit the business. Accordingly, we may incur further losses and/or impairment charges.

Carload Data

On December 9, 2016, the Company issued a press release reporting carload traffic for November 2016. The full text of the press release reporting carload traffic for November 2016 is attached hereto under Item 9.01 as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

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Cautionary Statement Regarding Forward-Looking Statements

This filing contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These statements are based on plans, estimates and projections, including with respect to Pentalver and other recent acquisitions, at the time the Company makes the statements and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should, “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and the Company cautions readers that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. Factors that could cause actual results to differ materially from those described in this filing include, among others: uncertainties as to whether and when the Pentalver acquisition will be consummated; general economic and business conditions; and other factors. Readers are cautioned not to place undue reliance on the forward-looking statements included in this filing, which speak only as of the date hereof. The Company does not undertake to update any of these statements in light of new information or future events.

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Item 9.01– Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit	Description
99.1	Reconciliation of Non-GAAP Financial Measures
99.2	Press release, dated December 9, 2016, announcing carload traffic for November 2016.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Genesee & Wyoming Inc.
Date: December 12, 2016	By:	/s/ Allison M. Fergus
	Name:	Allison M. Fergus
	Title:	General Counsel and Secretary

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INDEX OF EXHIBITS

Exhibit	Description
99.1	Reconciliation of Non-GAAP Financial Measures
99.2	Press release, dated December 9, 2016, announcing carload traffic for November 2016.

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EX-99.1

Exhibit 99.1

Reconciliation of Non-GAAP Financial Measures

Earnings before interest, taxes, depreciation and amortization (EBITDA) as well as net adjusted debt and adjusted EBITDA, calculated in accordance with the covenant requirements of the Credit Agreement, are “non-GAAP financial measures” as this term is defined in Regulation G under the Securities Exchange Act of 1934. In accordance with this rule, G&W has reconciled these non-GAAP financial measures to their most directly comparable U.S. GAAP measures.

Management views these non-GAAP financial measures as important measures when evaluating G&W’s leverage profile. These non-GAAP financial measures are not intended to represent, and should not be considered more meaningful than, or as an alternative to, their most directly comparable GAAP measures. These non-GAAP financial measures may be different from similarly-titled non-GAAP financial measures used by other companies.

The following tables set forth reconciliations of non-GAAP financial measures to their most directly comparable GAAP measure ($ in millions).

Illustrative Impact of the Acquisitions and the Equity Sale

	G&W Twelve Months Ended September 30, 2016			Less: Existing Australian Operations (a)			Plus: P&W		Australia Partnership Adjustments			Illustrative Covenant Based EBITDA — Pre Pentalver & Equity Sale			Plus: Pentalver (d)		Equity Sale			Illustrative Covenant Based EBITDA — Post Pentalver & Equity Sale
Net income/(loss)	$	217.1		$	(16.3	)	$	4.1	$	—		$	237.5		$	8				$	245.5
Credit for cash distribution(b)		—			—			—		16.0			16.0			—					16.0
Add back:
(Benefit from)/Provision for income taxes		47.4			0.7			4.6		—			51.4			2					53.4
Interest expense - net		71.4			5.6			—		—			65.8			—					65.8
Depreciation and amortization expense		201.1			22.9			3.3		—			181.5			5					186.5
EBITDA	$	537.0		$	12.8		$	12.0	$	16.0		$	552.2		$	15				$	567.2
Add back certain items
Non-cash compensation cost related to equity awards	$	18.0		$	—		$	—	$	—		$	18.0		$	—				$	18.0
Australia impairment and related costs		13.0			21.1			—		—			(8.1	)		—					(8.1	)
Corporate development and related costs		3.1			4.4			—		—			(1.3	)		—					(1.3	)
Restructuring costs		6.1			0.8			—		—			5.3			—					5.3
Net gain on sale of assets		(1.3	)		—			—		—			(1.3	)		—					(1.3	)
Adjusted covenant based EBITDA	$	575.9		$	39.2		$	12.0	$	16.0		$	564.7		$	15				$	579.7
Total debt	$	2,063		$	195		$	126	$	66	(c)	$	2,060		$	—	$	(176	)(e)	$	1,884
Less: Cash		26			7			—		—			19			—		—			19
Net debt	$	2,037		$	189		$	126	$	66		$	2,041		$	—	$	(176	)	$	1,865
Add back: Deferred financing costs		19			2			—		—			17			—		—			17
Net adjusted debt	$	2,056		$	191		$	126	$	66		$	2,058		$	—	$	(176	)	$	1,882
Net adjusted debt/Adjusted covenant based EBITDA ratio		3.6 : 1.0											3.6 : 1.0								3.2 : 1.0

(a) Australia operations are excluded from G&W’s Senior Secured Syndicated Credit Facility Agreement (“Credit Facility”) as of December 1, 2016

(b) Pro forma credit received in covenant calculation of Credit Facility for cash distributions from Australia Partnership

(c) Cash contribution to fund acquisition of GRail on December 1, 2016

(d) First year of operations converted to US Dollars at a rate of £1.00 = $1.26

(e) Net proceeds of Equity Sale less $110 million purchase price for Pentalver and other transaction costs related thereto used to repay debt

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Company prior to Acquisitions and the Equity Sale

	G&W
	Three Months Ended									Twelve Months Ended
	December 31, 2015			March 31, 2016		June 30, 2016		September 30, 2016		September 30, 2016
Net income/(loss)	$	84.9		$	27.0	$	48.4	$	56.8	$	217.1
Add back:
(Benefit from)/Provision for income taxes		(7.1	)		12.8		22.1		19.6		47.4
Interest expense - net		18.3			18.0		17.7		17.3		71.4
Depreciation and amortization expense		50.0			49.3		50.9		50.8		201.1
EBITDA	$	146.1		$	107.1	$	139.2	$	144.6	$	537.0

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EX-99.2

Exhibit 99.2

Genesee & Wyoming Reports Traffic for November 2016

DARIEN, Conn. — (BUSINESS WIRE)— Dec. 9, 2016 — Genesee & Wyoming Inc. (G&W) (NYSE: GWR) today reported traffic volumes for November 2016.

G&W’s traffic in November 2016 was 247,470 carloads, an increase of 8,856 carloads, or 3.7%, compared with November 2015. Note that the carloadings do not include shipments from the Providence and Worcester Railroad Company, which was acquired and held in a voting trust on November 1, 2016.

G&W’s traffic in the fourth quarter of 2016 through November was 492,814 carloads, a decrease of 3,009 carloads, or 0.6%, compared with the fourth quarter of 2015 through November.

The table below sets forth summary total carloads by segment for November 2016 and November 2015.

Segment	November 2016		November 2015		Change			% Change
North American Operations		133,689		124,220		9,469			7.6	%
Australian Operations		15,036		16,189		(1,153	)		(7.1	%)
U.K./European Operations		98,745		98,205		540			0.5	%
Total G&W Operations		247,470		238,614		8,856			3.7	%

November 2016 Highlights by Segment

• North American Operations: Traffic in November 2016 was 133,689 carloads, an increase of 7.6% compared with November 2015. The increase was primarily due to increased coal & coke, agricultural products and metals traffic.

• Australian Operations: Traffic in November 2016 was 15,036 carloads, a decrease of 7.1% compared with November 2015. The decrease was primarily due to decreased agricultural products traffic, partially offset by increased metallic ores traffic.

• U.K./European Operations: Traffic in November 2016 was 98,745 carloads, an increase of 0.5% compared with November 2015.

The table below sets forth North American Operations carload information for November 2016 and November 2015 by commodity group.

North American Operations:	November 2016		November 2015		Change			% Change
Agricultural Products		19,067		16,863		2,204			13.1	%
Autos & Auto Parts		2,439		1,974		465			23.6	%
Chemicals & Plastics		14,574		14,454		120			0.8	%
Coal & Coke		21,655		17,004		4,651			27.4	%
Food & Kindred Products		5,121		4,753		368			7.7	%
Lumber & Forest Products		11,110		10,839		271			2.5	%
Metallic Ores		1,632		1,943		(311	)		(16.0	%)
Metals		11,264		9,541		1,723			18.1	%
Minerals & Stone		16,282		15,509		773			5.0	%
Petroleum Products		9,222		8,928		294			3.3	%
Pulp & Paper		12,942		14,306		(1,364	)		(9.5	%)
Waste		3,989		3,275		714			21.8	%
Other		4,392		4,831		(439	)		(9.1	%)
Total carloads		133,689		124,220		9,469			7.6	%

• North American Operations traffic increased 9,469 carloads, or 7.6%.

• Coal & Coke traffic increased 4,651 carloads, or 27.4%, primarily due to increased shipments of utility coal in G&W’s Midwest and Central regions.

• Agricultural products traffic increased 2,204 carloads, or 13.1%, primarily due to increased shipments of grain in G&W’s Midwest and Central regions.

• Metals traffic increased 1,723 carloads, or 18.1%, primarily due to increased shipments in all of G&W’s North American regions.

• Pulp & Paper products traffic decreased 1,364 carloads, or 9.5%, primarily due to lower shipment volumes in all of G&W’s North American regions.

• All remaining traffic increased by a net 2,255 carloads.

The table below sets forth Australian Operations carload information for November 2016 and November 2015 by commodity group.

Australian Operations:	November 2016		November 2015		Change			% Change
Agricultural Products		2,864		4,570		(1,706	)		(37.3	%)
Intermodal		5,048		5,153		(105	)		(2.0	%)
Metallic Ores		1,587		925		662			71.6	%
Minerals & Stone		5,505		5,514		(9	)		(0.2	%)
Petroleum Products		32		27		5			18.5	%
Total carloads		15,036		16,189		(1,153	)		(7.1	%)

• Australian Operations traffic decreased 1,153 carloads, or 7.1%.

• Agricultural products traffic decreased 1,706 carloads, or 37.3%, primarily due to weather related delays to the start of the 2016-2017 harvest.

• Metallic ores traffic increased 662 carloads, or 71.6%, primarily due to the short-term re-opening of an iron ore mine in 2016.

• All remaining traffic decreased by a net 109 carloads.

The table below sets forth U.K./European Operations carload information for November 2016 and November 2015 by commodity group.

U.K./European Operations:	November 2016		November 2015		Change			% Change
Agricultural Products		238		37		201			NM
Coal & Coke		4,643		5,447		(804	)		(14.8	%)
Intermodal		78,520		77,921		599			0.8	%
Minerals & Stone		15,344		14,800		544			3.7	%
Total carloads		98,745		98,205		540			0.5	%

• U.K./ Europe Operations traffic increased by 540 carloads, or 0.5%

• Coal & coke traffic decreased 804 carloads, or 14.8%, primarily due to lower shipment volumes in the U.K. and Poland.

• Intermodal traffic increased by 599 carloads, or 0.8%, due to the timing of shipments in continental Europe, partially offset by decreased intermodal volumes in the U.K. due to ongoing port congestion.

• Minerals & stone traffic increased by 544 carloads, or 3.7%, due to an increase in shipment volumes in Poland and the U.K.

Fourth Quarter of 2016 Through November Traffic

The table below sets forth summary total carloads by segment for the fourth quarter of 2016 through November and the fourth quarter of 2015 through November.

Segment	QTD Nov 2016		QTD Nov 2015		Change			% Change
North American Operations		268,628		261,852		6,776			2.6	%
Australian Operations		29,189		29,988		(799	)		(2.7	%)
U.K./European Operations		194,997		203,983		(8,986	)		(4.4	%)
Total G&W Operations		492,814		495,823		(3,009	)		(0.6	%)

The table below sets forth North American Operations carload information for the fourth quarter of 2016 through November and the fourth quarter of 2015 through November by commodity group.

North American Operations:	QTD Nov 2016		QTD Nov 2015		Change			% Change
Agricultural Products		39,157		35,953		3,204			8.9	%
Autos & Auto Parts		5,123		3,830		1,293			33.8	%
Chemicals & Plastics		29,202		29,546		(344	)		(1.2	%)
Coal & Coke		42,392		36,327		6,065			16.7	%
Food & Kindred Products		10,782		10,189		593			5.8	%
Intermodal		36		23		13			56.5	%
Lumber & Forest Products		22,578		23,101		(523	)		(2.3	%)
Metallic Ores		3,223		3,882		(659	)		(17.0	%)
Metals		21,934		19,481		2,453			12.6	%
Minerals & Stone		33,702		35,221		(1,519	)		(4.3	%)
Petroleum Products		17,809		17,518		291			1.7	%
Pulp & Paper		25,585		28,436		(2,851	)		(10.0	%)
Waste		8,021		6,919		1,102			15.9	%
Other		9,084		11,426		(2,342	)		(20.5	%)
Total carloads		268,628		261,852		6,776			2.6	%

The table below sets forth Australian Operations carload information for the fourth quarter of 2016 through November and the fourth quarter of 2015 through November by commodity group.

Australian Operations:	QTD Nov 2016		QTD Nov 2015		Change			% Change
Agricultural Products		5,036		6,196		(1,160	)		(18.7	%)
Intermodal		10,128		10,220		(92	)		(0.9	%)
Metallic Ores		2,829		2,592		237			9.1	%
Minerals & Stone		11,149		10,927		222			2.0	%
Petroleum Products		47		53		(6	)		(11.3	%)
Total carloads		29,189		29,988		(799	)		(2.7	%)

The table below sets forth U.K./European Operations carload information for the fourth quarter of 2016 through November and the fourth quarter of 2015 through November by commodity group.

U.K./European Operations:	QTD Nov 2016		QTD Nov 2015		Change			% Change
Agricultural Products		557		77		480			NM
Coal & Coke		8,781		10,627		(1,846	)		(17.4	%)
Intermodal		155,711		161,016		(5,305	)		(3.3	%)
Lumber & Forest Products		158		0		158			NM
Metallic Ores		108		0		108			NM
Minerals & Stone		29,682		32,263		(2,581	)		(8.0	%)
Total carloads		194,997		203,983		(8,986	)		(4.4	%)

Other

The term carload represents physical railcars and estimated railcar equivalents of commodities for which G&W is paid on a metric ton or other measure to move freight, as well as intermodal units.

Historically, G&W has found that traffic information may be indicative of freight revenues on its railroads. Freight revenues are revenues for which G&W is paid on a per car, per container or per metric ton basis to move freight. Activities such as railcar switching, port terminal shunting, traction services and other similar freight-related services are excluded from our traffic information as the resulting revenues are not classified as freight revenue. Traffic information may not be indicative of total operating revenues, operating expenses, income from operations or net income.

G&W’s three reportable segments are summarized as follows:

• The North American Operations segment is comprised of eight operating regions in the U.S. and Canada. This segment represents approximately 60% of G&W’s total operating revenues and approximately 80% of G&W’s total income from operations.

• The Australian Operations segment is comprised of operations in South Australia, the Northern Territory and New South Wales. This segment represents approximately 10% of G&W’s total operating revenues and approximately 10% of G&W’s total income from operations.

• The U.K./European Operations segment is comprised of operations in the U.K. and continental Europe. This segment represents approximately 30% of G&W’s total operating revenues and approximately 10% of G&W’s total income from operations.

About G&W

Genesee & Wyoming owns or leases 122 freight railroads worldwide that are organized in 10 operating regions with approximately 7,300 employees and more than 2,800 customers.*

• G&W’s 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.*

• G&W’s 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. The Australia Region is 51% owned by G&W and 49% owned by a consortium of funds and clients managed by Macquarie Infrastructure and Real Assets.

• G&W’s U.K./Europe Region is led by Freightliner, the U.K.’s largest rail maritime intermodal operator and second-largest rail freight company. Operations also include heavy-haul in Poland and Germany and cross-border intermodal services connecting Northern European seaports with key industrial regions throughout the continent.

G&W subsidiaries provide rail service at more than 40 major ports in North America, Australia and Europe and perform contract coal loading and railcar switching for industrial customers.

* This information includes G&W’s acquisition of the Providence and Worcester Railroad, which is subject to pending U.S. Surface Transportation Board approval.

For more information, visit gwrr.com.

Contact:

Genesee & Wyoming Inc.

Thomas D. Savage, 1-203-202-8900

Vice President – Corporate Development & Treasurer

Web Site: http://www.gwrr.com