GWR / Genesee & Wyoming, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

GWR / Genesee & Wyoming, Inc. 15-12B - - 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-31456 GENESEE & WYOMING INC. (Exact name of registrant as specif

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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 30, 2019 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Commissio

GWR / Genesee & Wyoming, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 30, 2019 Registration No.

GWR / Genesee & Wyoming, Inc. S-8 POS - - S-8 POS

S-8 POS 1 d855074ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on December 30, 2019 Registration No. 333-09165 Registration No. 333-49231 Registration No. 333-90845 Registration No. 333-51684 Registration No. 333-67982 Registration No. 333-120558 Registration No. 333-174573 Registration No. 333-204137 Registration No. 333-225324 UNITED STATES SECURITIES AND EXCHANGE COMMI

Amending Agreement No. 1 to Project Monty – Syndicated Facility Agreement, dated as of December 29, 2019, by and among National Australia Bank Limited, GWI Acquisitions Pty Ltd and the parties listed on Schedule 1 thereto.

EX-10.1 Exhibit 10.1 EXECUTION VERSION Project Monty – Amending Agreement No.1 (Syndicated Facility Agreement) Dated 29 December 2019 National Australia Bank Limited (ABN 12 004 044 937) (“Agent”) GWI Acquisitions Pty Ltd (ACN 615 317 130) (“Borrower”) Each person listed as an Obligor in schedule 1 (each an “Obligor” and together, the “Obligors”) King & Wood Mallesons Level 61 Governor Phillip Tow

GWR / Genesee & Wyoming, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 30, 2019 Registration No.

GWR / Genesee & Wyoming, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 30, 2019 Registration No.

GWR / Genesee & Wyoming, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 30, 2019 Registration No.

GWR / Genesee & Wyoming, Inc. POSASR - - POSASR

POSASR As filed with the Securities and Exchange Commission on December 30, 2019 Registration No.

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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 29, 2019 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Commissio

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 10, 2020, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d

GWR / Genesee & Wyoming, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 30, 2019 Registration No.

GWR / Genesee & Wyoming, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 30, 2019 Registration No.

GWR / Genesee & Wyoming, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 30, 2019 Registration No.

Amended and Restated Certificate of Incorporation of Genesee & Wyoming Inc.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GENESEE & WYOMING INC. FIRST: The name of the Corporation (the “Corporation”) is Genesee & Wyoming Inc. SECOND: The registered office of the Corporation in the State of Delaware is located at 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of its registered agent in the State of Delaware at such

Genesee & Wyoming Announces Completion of Sale to Brookfield Infrastructure and GIC

EX-99.1 Exhibit 99.1 Genesee & Wyoming Announces Completion of Sale to Brookfield Infrastructure and GIC DARIEN, Conn., December 30, 2019 – (Business Wire) – Genesee & Wyoming Inc. (G&W) (NYSE:GWR) today announced the completion of its previously announced sale to affiliates of Brookfield Infrastructure and GIC. Under the terms of the sale, each issued and outstanding share of G&W common stock con

Amended and Restated By-laws of Genesee & Wyoming Inc.

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF GENESEE & WYOMING INC. (the “Corporation”) ARTICLE I STOCKHOLDERS Section 1. Annual Meeting. The annual meeting of the stockholders of the Corporation (the “Stockholders”) shall be held either within or without the State of Delaware, at such place as the board of directors of the Corporation (the “Board of Directors”) may designate in the call or

GWR / Genesee & Wyoming, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 30, 2019 Registration No.

GWR / Genesee & Wyoming, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Genesee & Wyoming Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 371559105 (CUSIP Number) November 29, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Current Report

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): October 24, 2019 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Commission

Submission of Matters to a Vote of Security Holders

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) October 3, 2019 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Commission F

Other Events

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) September 25, 2019 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Commissio

GWR / Genesee & Wyoming, Inc. DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

Genesee & Wyoming Statement on Aurizon Complaint

EX-99.1 Exhibit 99.1 Genesee & Wyoming Statement on Aurizon Complaint DARIEN, Conn.—(BUSINESS WIRE)—Genesee & Wyoming Inc. (G&W, or the Company) (NYSE:GWR) is aware of the complaint filed in New South Wales, Australia seeking an award of damages in connection with a right of first refusal provision in a commercial contract involving its majority-owned Australian subsidiary. The Company disputes th

Financial Statements and Exhibits, Other Events

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) September 17, 2019 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Commissio

GWR / Genesee & Wyoming, Inc. DEFM14A - - DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ 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

Partnership Interest Sale Agreement, dated August 4, 2019, by and among GWI Holding B.V., GWI International Pty Ltd, GWI International B.V., Macquarie Australian Infrastructure Management 1 Limited as trustee for the PGGM Ibis LP Trust, as the Buyer, Brookfield Infrastructure Group LLC and trustees, guarantors and partners thereto

partnershipinterestsalea Execution version Dated 4 August 2019 Partnership Interest Sale Agreement between GWI Holding B.

GWR / Genesee & Wyoming, Inc. DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

GWR / Genesee & Wyoming, Inc. DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

GWR / Genesee & Wyoming, Inc. PREM14A - - PREM14A

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement

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) August 4, 2019 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Commissio

GWR / Genesee & Wyoming, Inc. DEFA14A - - 8-K

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) August 4, 2019 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Commissio

GWR / Genesee & Wyoming, Inc. DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

GWR / Genesee & Wyoming, Inc. DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

GWR / Genesee & Wyoming, Inc. DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

GWR / Genesee & Wyoming, Inc. DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

GWR / Genesee & Wyoming, Inc. DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

Agreement and Plan of Merger, dated as of July 1, 2019, by and among Genesee & Wyoming Inc., DJP XX, LLC and MKM XXII Corp. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with the SEC on July 1, 2019).

EX-2.1 Table of Contents Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER Among GENESEE & WYOMING INC., DJP XX, LLC and MKM XXII CORP. Dated as of July 1, 2019 Table of Contents TABLE OF CONTENTS Page RECITALS 1 ARTICLE I THE MERGER 1 SECTION 1.1 The Merger 1 SECTION 1.2 Closing 2 SECTION 1.3 Effective Time 2 SECTION 1.4 Certificate of Incorporation; Bylaws 2 SECTION 1.5 Directors and Of

Second Amended and Restated By-laws of Genesee & Wyoming Inc., is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 1, 2019.

EX-3.1 Exhibit 3.1 As of June 30, 2019 SECOND AMENDED AND RESTATED BY-LAWS OF GENESEE & WYOMING INC. ARTICLE I. STOCKHOLDERS Section 1. Notice of Meetings. Except as otherwise provided by law, notice of the date, time, place and, in the case of a special meeting, the purpose or purposes of the meeting of stockholders thereto shall be delivered personally or mailed not earlier than sixty, nor less

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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) June 30, 2019 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Commission

GENESEE & WYOMING INC. TO BE ACQUIRED BY BROOKFIELD INFRASTRUCTURE AND GIC IN $8.4 BILLION TRANSACTION

EX-99.1 Exhibit 99.1 PRESS RELEASE GENESEE & WYOMING INC. TO BE ACQUIRED BY BROOKFIELD INFRASTRUCTURE AND GIC IN $8.4 BILLION TRANSACTION • Genesee & Wyoming Inc. stockholders to receive $112 in cash per share of common stock • The price represents a premium of 39.5% to G&W’s unaffected per share price on March 8, 2019, the day prior to initial media speculation of a potential transaction • Brookf

GWR / Genesee & Wyoming, Inc. DEFA14A - - 8-K

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) June 30, 2019 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Commission

Agreement and Plan of Merger, dated as of July 1, 2019, by and among G&W, Parent and Merger Sub

EX-2.1 2 d58035dex21.htm EX-2.1 Table of Contents Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER Among GENESEE & WYOMING INC., DJP XX, LLC and MKM XXII CORP. Dated as of July 1, 2019 Table of Contents TABLE OF CONTENTS Page RECITALS 1 ARTICLE I THE MERGER 1 SECTION 1.1 The Merger 1 SECTION 1.2 Closing 2 SECTION 1.3 Effective Time 2 SECTION 1.4 Certificate of Incorporation; Bylaws 2 SEC

Press release of G&W, dated as of July 1, 2019

EX-99.1 Exhibit 99.1 PRESS RELEASE GENESEE & WYOMING INC. TO BE ACQUIRED BY BROOKFIELD INFRASTRUCTURE AND GIC IN $8.4 BILLION TRANSACTION • Genesee & Wyoming Inc. stockholders to receive $112 in cash per share of common stock • The price represents a premium of 39.5% to G&W’s unaffected per share price on March 8, 2019, the day prior to initial media speculation of a potential transaction • Brookf

Second Amended and Restated By-laws of G&W

EX-3.1 Exhibit 3.1 As of June 30, 2019 SECOND AMENDED AND RESTATED BY-LAWS OF GENESEE & WYOMING INC. ARTICLE I. STOCKHOLDERS Section 1. Notice of Meetings. Except as otherwise provided by law, notice of the date, time, place and, in the case of a special meeting, the purpose or purposes of the meeting of stockholders thereto shall be delivered personally or mailed not earlier than sixty, nor less

Submission of Matters to a Vote of Security Holders

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): May 22, 2019 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Commission Fil

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 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 00

Results of Operations and Financial Condition

8-K 1 a51975789.htm GENESEE & WYOMING INC. 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): April 30, 2019 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or oth

Non-GAAP Financial Measures

Exhibit 99.1 Genesee & Wyoming Reports Results for the First Quarter of 2019 DARIEN, Conn.-(BUSINESS WIRE)-April 30, 2019-Genesee & Wyoming Inc. (G&W) (NYSE:GWR) First Quarter 2019 Consolidated Highlights Compared with First Quarter 2018 Operating revenues decreased 2.9% to $558.1 million from $574.7 million. Reported operating income decreased 8.3% to $79.7 million; Adjusted operating income incr

GWR / Genesee & Wyoming, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide

GWR / Genesee & Wyoming, Inc. DEF 14A

DEF 14A 1 def14a2019.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Prel

Subsidiaries of the Registrant

Exhibit 21.1 Direct or Indirect Subsidiaries of Genesee & Wyoming Inc.* State/Country of Formation Alabama & Gulf Coast Railway LLC Delaware Allegheny & Eastern Railroad, LLC Delaware AN Railway, L.L.C. Florida ARG Sell Down Holdings Pty. Limited Australia ARG Sell Down No1 Pty. Limited Australia ARG Sell Down No2 Pty. Limited Australia Arizona & California Railroad Company Delaware Arizona Easter

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

EX-10.27 2 exhibit10272018form10-k.htm FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD NOTICE Exhibit 10.27 GENESEE & WYOMING INC. FOURTH AMENDED AND RESTATED 2004 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD NOTICE Grantee: XXXXXXXXX Type of Award: Performance-Based Restricted Stock Unit Award Target Number of Units: [XX] Date of Grant: Performance Vesting Period: Ja

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

Exhibit 10.28 GENESEE & WYOMING INC. FOURTH AMENDED AND RESTATED 2004 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD NOTICE Grantee: XXXXXXXXX Type of Award: Performance-Based Restricted Stock Unit Award Target Number of Units: [XX] Date of Grant: Performance Vesting Period: January 1, 2019 through December 31, 2021 1.Grant of Performance-Vesting Restricted Stock Unit. This A

GWR / Genesee & Wyoming, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-31456 GENESEE & WYOMING INC. (Exact

In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Statement is being filed by Credit Suisse AG (the "Bank"), a Swiss bank, on behalf of its subsidiaries to the extent that they conduct business as the

In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Statement is being filed by Credit Suisse AG (the "Bank"), a Swiss bank, on behalf of its subsidiaries to the extent that they conduct business as the Swiss Universal Bank, Asia Pacific, International Wealth Management, Global Markets, Investment Banking & Capital Markets and the Strategic Resolutio

GWR / Genesee & Wyoming, Inc. / CREDIT SUISSE AG/ - NONE Passive Investment

SC 13G 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* GENESEE & WYOMING INC (Name of Issuer) Class A Common Stock, $0.01 par value (Title of Class of Securities) 371559105 (CUSIP Number) Calendar Year 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriat

GWR / Genesee & Wyoming, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* Genesee & Wyoming Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 371559105 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a8-k502brown.htm 8-K 5.02 BROWN 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): February 8, 2019 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other juri

GWR / Genesee & Wyoming, Inc. / VANGUARD GROUP INC Passive Investment

geneseewyominginc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6 )* Name of issuer: Genesee & Wyoming Inc Title of Class of Securities: Common Stock CUSIP Number: 371559105 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate

Reconciliations of Non-GAAP Financial Measures

EX-99.1 2 a51935840ex991.htm EXHIBIT 99.1 Exhibit 99.1 Genesee & Wyoming Reports Results for the Fourth Quarter of 2018 DARIEN, Conn.-(BUSINESS WIRE)-February 6, 2019-Genesee & Wyoming Inc. (G&W) (NYSE:GWR) Fourth Quarter 2018 Consolidated Highlights Compared with Fourth Quarter 2017 Operating revenues increased 0.7% to $575.6 million from $571.6 million. Reported operating income decreased 0.8% t

Results of Operations and Financial Condition

8-K 1 a51935840.htm GENESEE & WYOMING INC. 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): February 6, 2019 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or o

GWR / Genesee & Wyoming, Inc.

VIA EDGAR December 18, 2018 Effie Simpson Division of Corporation Finance Office of Transportation and Leisure Securities and Exchange Commission 100 F Street, N.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): November 2, 2018 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction (Commission (I.R.S. Employer

Amended and Restated By-Laws, effective as of November 2, 2018, is incorporated herein by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q filed on November 6, 2018 (File No. 001-31456).

Exhibit 3.1 As of November 2, 2018 AMENDED AND RESTATED BY-LAWS OF GENESEE & WYOMING INC. ARTICLE I. STOCKHOLDERS Section 1. Notice of Meetings. Except as otherwise provided by law, notice of the date, time, place and, in the case of a special meeting, the purpose or purposes of the meeting of stockholders thereto shall be delivered personally or mailed not earlier than sixty, nor less than ten, d

GWR / Genesee & Wyoming, Inc. 10-Q (Quarterly Report)

10-Q 1 gwr0930201810-q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition peri

Non-GAAP Financial Measures

Exhibit 99.1 Genesee & Wyoming Reports Results for the Third Quarter of 2018 DARIEN, Conn.-(BUSINESS WIRE)-October 30, 2018-Genesee & Wyoming Inc. (G&W) (NYSE:GWR) Third Quarter 2018 Consolidated Highlights Compared with Third Quarter 2017 Operating revenues increased 4.6% to $603.3 million from $576.9 million. Reported operating income increased 16.4% to $127.8 million; Adjusted operating income

Results of Operations and Financial Condition, Other Events

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): October 30, 2018 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 gwrform8k502.htm 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): October 17, 2018 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction (C

Form T-1 Statement of Eligibility of Trustee under the Indenture for Senior Subordinated Debt Securities and Subordinated Debt Securities

Exhibit 25(b) File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 o Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Addres

Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP**

Exhibit 23(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Genesee & Wyoming Inc.

Statement re: Computation of Ratios**

Exhibit 12 Genesee & Wyoming Inc. Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges Plus Preferred Stock Dividends (In thousands) Six Months Ended June 30, 2018 Years Ended December 31, 2017 2016 2015 2014 2013 Earnings: Income before income taxes $ 135,192 $ 295,519 $ 215,491 $ 300,931 $ 368,113 $ 317,592 Add: Total fixed charges 62,085 122,975 92,573 84,343 63,727 77,143

GWR / Genesee & Wyoming, Inc. S-3ASR

S-3ASR 1 gw-2018s3asr.htm S-3ASR As filed with the Securities and Exchange Commission on August 29, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Genesee & Wyoming Inc. (Exact name of Registrant as specified in its charter) Delaware 06-0984624 (State or other jurisdiction of incorp

Form T-1 Statement of Eligibility of Trustee under the Indenture for Senior Debt Securities

Exhibit 25(a) File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 o Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Addres

GWR / Genesee & Wyoming, Inc. 10-Q (Quarterly Report)

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, 2018 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

Results of Operations and Financial Condition

8-K 1 a51843528.htm GENESEE & WYOMING INC. 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): July 27, 2018 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or othe

Non-GAAP Financial Measures

Exhibit 99.1 Genesee & Wyoming Reports Results for the Second Quarter of 2018 DARIEN, Conn.-(BUSINESS WIRE)-July 27, 2018-Genesee & Wyoming Inc. (G&W) (NYSE:GWR) Second Quarter 2018 Consolidated Highlights Compared with Second Quarter 2017 Operating revenues increased 10.1% to $595.0 million from $540.4 million. Reported operating income increased 3.4% to $103.1 million; Adjusted operating income

Amendment No. 3, dated as of June 5, 2018, to the Second Amended and Restated Senior Secured Syndicated Facility Agreement, dated as of March 20, 2015, among Genesee & Wyoming Inc., RP Acquisition Company Two, Quebec Gatineau Railway Inc., GWI Holding B.V., Rotterdam Rail Feeding B.V., Bank of America, N.A., as administrative agent, and the agents, lenders and guarantors party thereto from time to time.

EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED SENIOR SECURED SYNDICATED FACILITY AGREEMENT This AMENDMENT NO. 3, dated as of June 5, 2018 (this “Amendment”), to the SECOND AMENDED AND RESTATED SENIOR SECURED SYNDICATED FACILITY AGREEMENT is entered into among GENESEE & WYOMING INC., a Delaware corporation (“GWI”) and RP ACQUISITION COMPANY TWO, a Delaware co

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d794764d8k.htm 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): June 5, 2018 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incor

GWR / Genesee & Wyoming, Inc. S-8

S-8 1 d558407ds8.htm S-8 Registration No. 333- As filed with the Securities and Exchange Commission on May 31, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENESEE & WYOMING INC. (Exact name of registrant as specified in its charter) Delaware 06-0984624 (State or Other Jurisdiction of Incorporation or

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

Genesee & Wyoming Inc. (Form: 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): May 23, 2018 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdictio

EX-99.1

EX-99.1

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Genesee & Wyoming Inc. (Form: 8-K/A) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 23, 2018 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (Stat

Fourth Amended and Restated 2004 Omnibus Incentive Plan

EX-10.1 GENESEE & WYOMING INC. FOURTH AMENDED AND RESTATED 2004 OMNIBUS INCENTIVE PLAN Effective May 23, 2018 ARTICLE 1 PURPOSE AND TERM OF PLAN Section 1.1 Purpose. The purpose of the Plan is to provide motivation to selected Employees, Directors and Consultants to put forth their efforts toward the continued growth, profitability, and success of the Company by providing incentives to such Employ

GWR / Genesee & Wyoming, Inc. 10-Q (Quarterly Report)

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 March 31, 2018 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 00

Results of Operations and Financial Condition, Other Events

8-K 1 a51798388.htm GENESEE & WYOMING INC. 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): May 1, 2018 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other

Non-GAAP Financial Measures

Exhibit 99.1 Genesee & Wyoming Reports Results for the First Quarter of 2018 DARIEN, Conn.-(BUSINESS WIRE)-May 1, 2018-Genesee & Wyoming Inc. (G&W) (NYSE:GWR) First Quarter 2018 Consolidated Highlights Compared with First Quarter 2017 Operating revenues increased 10.7% to $574.7 million from $519.1 million. Reported operating income increased 14.5% to $86.9 million; Adjusted operating income incre

GWR / Genesee & Wyoming, Inc. GENESEE & WYOMING INC.

United States Securities and Exchange Commission Washington, D.C. 20549 Notice of Exempt Solicitation Pursuant to Rule 14a-103 1. Name of Registrant: Genesee & Wyoming, Inc. 2. Name of person(s) relying on exemption: a. Calvert Responsible Index Series, Inc. on behalf of Calvert U.S. Large Cap Core Responsible Index Fund, by its investment adviser, Calvert Research and Management. 3. Address of pe

GWR / Genesee & Wyoming, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide

Fourth Amended and Restated 2004 Omnibus Incentive Plan is incorporated herein by reference to Annex I to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 9, 2018.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide

Genesee & Wyoming Appoints Two New Directors to Board; Announces Upcoming Board Changes

EX-99.1 Genesee & Wyoming Appoints Two New Directors to Board; Announces Upcoming Board Changes DARIEN, Conn.—(BUSINESS WIRE)—Genesee & Wyoming Inc. (G&W)(NYSE:GWR) announced today the appointment of Bruce J. Carter and Cynthia L. Hostetler to its Board of Directors (the “G&W Board”). These appointments expand the G&W Board to 12 directors, 11 of whom are independent directors. Mr. Carter has exte

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 htm56024.htm LIVE FILING 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): April 3, 2018 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction (

Subsidiaries of the Registrant

Exhibit 21.1 Direct or Indirect Subsidiaries of Genesee & Wyoming Inc.* State/Country of Formation Alabama & Gulf Coast Railway LLC Delaware Allegheny & Eastern Railroad, LLC Delaware AN Railway, L.L.C. Florida ARG Sell Down Holdings Pty. Limited Australia ARG Sell Down No1 Pty. Limited Australia ARG Sell Down No2 Pty. Limited Australia Arizona & California Railroad Company Delaware Arizona Easter

GWR / Genesee & Wyoming, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 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 No. 001-31456 GENESEE & WYOMING INC. (Exact

GWR / Genesee & Wyoming, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 geneseewyominginc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: Genesee & Wyoming Inc Title of Class of Securities: Common Stock CUSIP Number: 371559105 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to designate the rule pursuan

Non-GAAP Financial Measures

EX-99.1 2 a51755417ex991.htm EXHIBIT 99.1 Exhibit 99.1 Genesee & Wyoming Reports Results for the Fourth Quarter of 2017 DARIEN, Conn.-(BUSINESS WIRE)-February 8, 2018-Genesee & Wyoming Inc. (G&W) (NYSE:GWR) Fourth Quarter Consolidated Highlights Operating revenues increased 10.7% to $571.6 million from $516.5 million. Reported operating income increased 101.9% to $108.2 million; Adjusted operating

Results of Operations and Financial Condition

8-K 1 a51755417.htm GENESEE & WYOMING INC. 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): February 8, 2018 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or o

GWR / Genesee & Wyoming, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Genesee & Wyoming Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 371559105 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropr

Current Report

Document 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): January 16, 2018 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (C

GWR / Genesee & Wyoming, Inc. ESP

CORRESP 1 filename1.htm VIA EDGAR December 27, 2017 Melissa Raminpour Branch Chief Office of Transportation and Leisure Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Genesee & Wyoming Inc. Form 10-K for the Year Ended December 31, 2016 Filed March 1, 2017 Form 8-K furnished October 31, 2017 File No. 001-31456 Dear Ms. Raminpour: This letter is in response to your

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 September 30, 2017 o TRANSITION REPO

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 September 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 Numbe

Results of Operations and Financial Condition

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): October 31, 2017 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Commission

Non-GAAP Financial Measures

Exhibit 99.1 Genesee & Wyoming Reports Results for the Third Quarter of 2017 DARIEN, Conn.-(BUSINESS WIRE)-October 31, 2017-Genesee & Wyoming Inc. (G&W) (NYSE:GWR) Third Quarter 2017 Consolidated Highlights Compared with Third Quarter 2016 Operating revenues increased 15.2% to $576.9 million from $501.0 million. Reported operating income increased 21.4% to $111.5 million; Adjusted operating income

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 o TRANSITION REPORT PU

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

Results of Operations and Financial Condition

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): August 1, 2017 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Commission F

Non-GAAP Financial Measures

EX-99.1 2 a51601936ex991.htm EXHIBIT 99.1 Exhibit 99.1 Genesee & Wyoming Reports Results for the Second Quarter of 2017 DARIEN, Conn.-(BUSINESS WIRE)-August 1, 2017-Genesee & Wyoming Inc. (G&W) (NYSE:GWR) Second Quarter 2017 Consolidated Highlights Compared with Second Quarter 2016 Completed the acquisition of Pentalver Transport Limited (Pentalver), a U.K. based maritime container terminal and tr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

8-K 1 htm54996.htm LIVE FILING 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): May 24, 2017 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction (C

Form of Performance-Based Restricted Stock Unit Award Notice for the CEO under the Third Amended and Restated 2004 Omnibus Incentive Plan is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2017 (File No. 001-31456).**

Exhibit 10.2 GENESEE & WYOMING INC. THIRD AMENDED AND RESTATED 2004 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD NOTICE Grantee: XXXXXXXXX Type of Award: Performance-Based Restricted Stock Unit Award Target Number of Units: [XX] Date of Grant: [MONTH] [DATE], 20XX Performance Vesting Period: [MONTH] [DATE], 20XX through [MONTH] [DATE], 20XX 1.Grant of Performance-Vesting Re

Form of Performance-Based Restricted Stock Unit Award Notice under the Third Amended and Restated 2004 Omnibus Incentive Plan is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2017 (File No. 001-31456).**

Exhibit 10.1 GENESEE & WYOMING INC. THIRD AMENDED AND RESTATED 2004 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD NOTICE Grantee: XXXXXXXXX Type of Award: Performance-Based Restricted Stock Unit Award Target Number of Units: [XX] Date of Grant: [MONTH] [DATE], 20XX Performance Vesting Period: [MONTH] [DATE], 20XX through [MONTH] [DATE], 20XX 1.Grant of Performance-Vesting Re

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 March 31, 2017 o TRANSITION REPORT P

10-Q 1 gwr0331201710-q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period f

Non-GAAP Financial Measures

EX-99.1 2 a51550347ex991.htm EXHIBIT 99.1 Exhibit 99.1 Genesee & Wyoming Reports Results for the First Quarter of 2017 DARIEN, Conn.-(BUSINESS WIRE)-May 2, 2017-Genesee & Wyoming Inc. (G&W) (NYSE:GWR) First Quarter 2017 Consolidated Highlights Compared with First Quarter 2016 Operating revenues increased 7.6% to $519.1 million from $482.6 million. Reported operating income increased 35.9% to $77.5

Results of Operations and Financial Condition

8-K 1 a51550347.htm GENESEE & WYOMING INC. 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): May 2, 2017 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other

Genesee & Wyoming DEFA14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement

Genesee & Wyoming DEF 14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement

Direct or Indirect Subsidiaries of Genesee & Wyoming Inc.* State/Country of Formation Alabama & Gulf Coast Railway LLC Delaware Allegheny & Eastern Railroad, LLC Delaware AN Railway, L.L.C. Florida ARG Sell Down Holdings Pty. Limited Australia ARG Se

Exhibit 21.1 Direct or Indirect Subsidiaries of Genesee & Wyoming Inc.* State/Country of Formation Alabama & Gulf Coast Railway LLC Delaware Allegheny & Eastern Railroad, LLC Delaware AN Railway, L.L.C. Florida ARG Sell Down Holdings Pty. Limited Australia ARG Sell Down No1 Pty. Limited Australia ARG Sell Down No2 Pty. Limited Australia Arizona & California Railroad Company Delaware Arizona Easter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 o TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-31456 GENESEE & WYOMING INC. (Exact

GWR / Genesee & Wyoming, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 geneseewyominginc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Genesee & Wyoming Inc Title of Class of Securities: Common Stock CUSIP Number: 371559105 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate the rule pursuan

Genesee & Wyoming SEC SCHEDULE 13G (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Genesee & Wyoming Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 371559105 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

Results of Operations and Financial Condition

8-K 1 a51506681.htm GENESEE & WYOMING INC. 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): February 8, 2017 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or o

Non-GAAP Financial Measures

Exhibit 99.1 Genesee & Wyoming Reports Results for the Fourth Quarter of 2016 DARIEN, Conn.-(BUSINESS WIRE)-February 8, 2017-Genesee & Wyoming Inc. (G&W) (NYSE:GWR) Fourth Quarter Consolidated Highlights Completed the acquisition of Providence and Worcester Railroad Company (P&W), a Class III regional freight railroad operating in Massachusetts, Rhode Island, Connecticut and New York, on November

G&W ANNOUNCES RETIREMENT OF CHAIRMAN MORTIMER B. FULLER IN MAY 2017; BOARD TO APPOINT JACK HELLMANN AS CHAIRMAN

EX-99.1 Exhibit 99.1 G&W ANNOUNCES RETIREMENT OF CHAIRMAN MORTIMER B. FULLER IN MAY 2017; BOARD TO APPOINT JACK HELLMANN AS CHAIRMAN DARIEN, Conn.?(BUSINESS WIRE)? Genesee & Wyoming Inc. (NYSE: GWR) (G&W) today announced that Chairman of the Board of Directors Mortimer B. Fuller III has decided to retire following the Company?s annual stockholders? meeting in May 2017. Mr. Fuller?s retirement will

Genesee & Wyoming LIVE FILING (Current Report/Significant Event)

Genesee & Wyoming Inc. (Form: 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): February 2, 2017 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdi

Genesee & Wyoming Inc. 4,000,000 Shares of Class A Common Stock Underwriting Agreement (the “Agreement”)

EX-1.(A) 2 d256819dex1a.htm EXHIBIT 1(A) Exhibit 1(a) EXECUTION VERSION Genesee & Wyoming Inc. 4,000,000 Shares of Class A Common Stock Underwriting Agreement (the “Agreement”) New York, New York, December 13, 2016 Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. J.P. Morgan Securities LLC As Representatives of the several Underwriters named in Schedule I hereto c/o

Information Relating to Part II, Item 14 – Other Expenses of Issuance and Distribution

Exhibit 99(a) Exhibit 99(a) Information Relating to Part II, Item 14 ? Other Expenses of Issuance and Distribution The expenses in connection with the issuance and distribution by Genesee & Wyoming Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d256819d8k.htm FORM 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 13, 2016 Genesee & Wyoming Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-31456 06-0984624 (State or Other Jurisdiction of

[Simpson Thacher & Bartlett LLP Letterhead]

Exhibit 5(a) Exhibit 5(a) [Simpson Thacher & Bartlett LLP Letterhead] December 19, 2016 Genesee & Wyoming Inc.

Genesee & Wyoming Inc. Announces Pricing of Public Offering of Class A Common Stock

EX-99.(B) 5 d256819dex99b.htm EXHIBIT 99(B) Exhibit 99(b) Genesee & Wyoming Inc. Announces Pricing of Public Offering of Class A Common Stock DARIEN, Conn.—(BUSINESS WIRE)— December 13, 2016—Genesee & Wyoming Inc. (“G&W”) (NYSE: GWR) announced today that it has priced its previously announced offering of 4,000,000 shares of its Class A Common Stock at $75.00 per share (the “Offering”), resulting i

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Offering Price per Share Aggregate Offering Price Amount of Registration Fee(2) Class A Common Stock, par value $0.01 per share 4,600,000 $7

424B2 Table of Contents Filed pursuant to Rule 424(b)(2) Registration File No.: 333-206943 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Offering Price per Share Aggregate Offering Price Amount of Registration Fee(2) Class A Common Stock, par value $0.01 per share 4,600,000 $75.00 $345,000,000 $39,985.50 (1) Includes 600,000 shares of

Reconciliation of Non-GAAP Financial Measures

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

Genesee & Wyoming 8-K/A (Current Report/Significant Event)

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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) (Commis

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 1 d310279d8k.htm FORM 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

Reconciliation of Non-GAAP Financial Measures

EX-99.1 2 d310279dex991.htm 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 Exchang

Genesee & Wyoming Reports Traffic for November 2016

EX-99.2 3 d310279dex992.htm 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 inclu

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 12, 2016 Genesee & Wyoming Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-31456 06-0984624 (State or Other Jurisdiction of Incorporation) (Commission Fi

Genesee & Wyoming Inc. Subsidiary Enters into Agreement to Acquire Pentalver Transport Limited from APM Terminals; Expands Service Capabilities in U.K. Intermodal Logistics

EX-99.1 Exhibit 99.1 Genesee & Wyoming Inc. Subsidiary Enters into Agreement to Acquire Pentalver Transport Limited from APM Terminals; Expands Service Capabilities in U.K. Intermodal Logistics DARIEN, Conn.?(BUSINESS WIRE)?Dec. 12, 2016?Genesee & Wyoming Inc. (G&W) (NYSE:GWR) announced today that its subsidiary, GWI UK Acquisition Company Limited, has entered into an agreement with a subsidiary o

Genesee & Wyoming Inc. Announces Proposed Public Offering of Class A Common Stock

EX-99.2 3 d308930dex992.htm EX-99.2 Exhibit 99.2 Genesee & Wyoming Inc. Announces Proposed Public Offering of Class A Common Stock DARIEN, Conn.—(BUSINESS WIRE)—Dec. 12, 2016—Genesee & Wyoming Inc. (G&W) (NYSE:GWR) announced today that it has commenced a registered underwritten public offering (the Offering) of 4,000,000 shares of its Class A Common Stock. In addition, G&W intends to grant the und

Subject To Completion Preliminary Prospectus Supplement dated December 12, 2016

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-206943 The information in this prospectus supplement is not complete and may be changed. This prospectus supplement and the accompanying prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject To Co

Genesee & Wyoming Australia Completes Acquisition of GRail, Issues 49% Equity Stake

EX-99.1 4 d300714dex991.htm EX-99.1 Exhibit 99.1 Genesee & Wyoming Australia Completes Acquisition of GRail, Issues 49% Equity Stake DARIEN, Conn. – (Business Wire) – Genesee & Wyoming Inc. (G&W) (NYSE:GWR) announced today that Genesee & Wyoming Australia (GWA) has completed the acquisition of Glencore Rail (GRail) for A$1.14 billion and has concurrently issued a 49% equity stake in GWA to funds a

Syndicated Facility Agreement, dated November 28, 2016, among GWI Acquisitions Pty Ltd, the obligors party thereto, National Australia Bank Limited, as agent and lender, and Australia and New Zealand Banking Group Limited, Bank of America, N.A. Australian Branch, BNP Paribas, Citibank, N.A. Sydney Branch, Commonwealth Bank of Australia, JPMorgan Chase Bank, N.A., Sumitomo Mitsui Banking Corporation and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as lenders, is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 1, 2016 (File No. 001-31456).

EX-10.2 3 d300714dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION Project Monty - Syndicated Facility Agreement Dated 28 November 2016 GWI Acquisitions Pty Ltd (ACN 615 317 130) (“Borrower”) Each person listed as an Obligor in schedule 1 (together with the Borrower, “Original Obligors”) National Australia Bank Limited (ABN 12 004 044 937) (“Agent”) Each person listed as a Lender and Mandated Lead

Amendment and Restatement Deed, dated November 30, 2016, by and among Genesee & Wyoming Inc. and the members of a Macquarie Infrastructure and Real Assets consortium, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 1, 2016 (File No. 001-31456).***

EX-10.1 2 d300714dex101.htm EX-10.1 Exhibit 10.1 Genesee & Wyoming Inc. Macquarie Specialised Asset Management Limited as trustee for the MAIF Investment Trust Macquarie Australian Infrastructure Management 1 Limited as trustee for the Macquarie Australian Infrastructure Trust 1 Scissor Holdings Pty Limited Stichting Depositary PGGM Infrastructure Funds, acting in its capacity as title holder of P

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): November 28, 2016 Genesee & Wyomi

Form 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): November 28, 2016 Genesee & Wyoming Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-31456 06-0984624 (State or Other Jurisdiction of Incorporation) (Comm

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 September 30, 2016 o TRANSITION REPO

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Genesee & Wyoming Completes Acquisition of Providence and Worcester Railroad

EX-99.1 2 exhibit1.htm EX-99.1 Exhibit 99.1 Genesee & Wyoming Completes Acquisition of Providence and Worcester Railroad DARIEN, Conn. – (Business Wire) – Genesee & Wyoming Inc. (G&W) (NYSE:GWR) announced today that it has completed the acquisition of Providence and Worcester Railroad Company (P&W) for $25.00 per share, or approximately $126 million. Immediately following the closing of the acquis

Financial Statements and Exhibits, Other Events

8-K 1 htm54207.htm LIVE FILING 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): November 1, 2016 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdictio

Results of Operations and Financial Condition

8-K 1 a51449948.htm GENESEE & WYOMING INC. 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): November 1, 2016 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or o

Reconciliations of Non-GAAP Financial Measures

Exhibit 99.1 Genesee & Wyoming Reports Results for the Third Quarter of 2016 DARIEN, Conn.-(BUSINESS WIRE)-November 1, 2016-Genesee & Wyoming Inc. (G&W) (NYSE:GWR) Third Quarter Consolidated Highlights Operating revenues decreased 8.3% to $501.0 million from $546.3 million. Reported operating income decreased 21.9% to $91.9 million; Adjusted operating income decreased 19.0% to $95.8 million.(1) Re

Mandate, Commitment and Fee Letter, dated October 14, 2016, among GWI Holdings No. 2 Pty Ltd and Australia and New Zealand Banking Group Limited, Bank of America, N.A. Australian Branch, BNP Paribas, Citibank, N.A. Sydney Branch, Commonwealth Bank of Australia, JPMorgan Chase Bank, N.A., National Australia Bank Limited, Sumitomo Mitsui Banking Corporation and The Bank of Tokyo-Mitsubishi UFJ, Ltd., is incorporated herein by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on October 20, 2016 (File No. 001-31456).

EX-10.2 3 d271388dex102.htm EX-10.2 Exhibit 10.2 MANDATE, COMMITMENT AND FEE LETTER – PROJECT MONTY To: GWI Holdings No. 2 Pty Ltd (ABN 53 132 989 998) (“GWIH2”) Level 3, 33 Richmond Road Keswick SA 5035 Attention: Greg Pauline and Michael Morris Fax: +61 8 8343 5454 Email: [email protected]; [email protected] 14 October 2016 Dear Sirs, Up to A$740 million Project Monty - Syndicated Facility Ag

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): October 14, 2016 Genesee & Wyomin

Form 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): October 14, 2016 Genesee & Wyoming Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-31456 06-0984624 (State or Other Jurisdiction of Incorporation) (Commi

Share Sale Agreement, dated October 20, 2016, relating to Glencore Rail (NSW) Pty Limited by and among Genesee & Wyoming Inc., GWI Acquisitions Pty Ltd, Glencore Coal Pty Limited and Glencore Operations Australia Pty Limited, is incorporated herein by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on October 20, 2016 (File No. 001-31456).***

EX-10.1 2 d271388dex101.htm EX-10.1 Exhibit 10.1 Share Sale Agreement Dated 20 October 2016 Glencore Coal Pty Limited ACN 082 271 930 (“Seller”) GWI Acquisitions Pty Ltd ACN 615 317 130 (“Buyer”) Genesee & Wyoming Inc. (“Buyer Guarantor”) Glencore Operations Australia Pty Limited ACN 128 115 140 (“Seller Guarantor”) King & Wood Mallesons Level 61 Governor Phillip Tower 1 Farrer Place Sydney NSW 20

Non-GAAP Financial Measures

EX-99.1 5 d271388dex991.htm EX-99.1 Exhibit 99.1 Genesee & Wyoming Australia Enters Into Agreements to Acquire Glencore Rail and to Concurrently Issue a 49% Equity Stake to Macquarie Infrastructure and Real Assets DARIEN, Conn. –(BusinessWire)–Genesee & Wyoming Inc. (G&W) (NYSE: GWR) announced today that its subsidiary Genesee & Wyoming Australia (GWA) has entered into agreements to acquire Glenco

Amendment No. 2, dated as of October 20, 2016, to the Second Amended and Restated Senior Secured Syndicated Facility Agreement, dated as of March 20, 2015, among Genesee & Wyoming Inc., RP Acquisition Company Two, Quebec Gatineau Railway Inc., Genesee & Wyoming Australia Pty Ltd, Rotterdam Rail Feeding B.V., ERS Railways B.V., GWI UK Acquisition Company Limited, Bank of America, N.A., as administrative agent, and the agents, lenders and guarantors party thereto from time to time, is incorporated herein by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K filed on October 20, 2016 (File No. 001-31456).

EX-10.3 4 d271388dex103.htm EX-10.3 Exhibit 10.3 Execution Version AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED SENIOR SECURED SYNDICATED FACILITY AGREEMENT This AMENDMENT NO. 2, dated as of October 20, 2016 (this “Amendment”), to the SECOND AMENDED AND RESTATED SENIOR SECURED SYNDICATED FACILITY AGREEMENT is entered into among GENESEE & WYOMING INC., a Delaware corporation (“GWI”) and RP ACQUIS

Regulation FD Disclosure

Form 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): August 12, 2016 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Co

Genesee & Wyoming Inc. Enters into Agreement to Acquire Providence and Worcester Railroad Company

EX-99.1 EXHIBIT 99.1 Genesee & Wyoming Inc. Enters into Agreement to Acquire Providence and Worcester Railroad Company DARIEN, Conn. ? (Business Wire) ? August 15, 2016 ? Genesee & Wyoming Inc. (G&W) (NYSE:GWR) announced today that it has agreed to acquire Providence and Worcester Railroad Company (P&W)(NASDAQ: PWX) for $25.00 per share, or approximately $126 million. Subject to satisfaction of cu

Regulation FD Disclosure

Form 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): August 12, 2016 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Co

Genesee & Wyoming Inc. Enters into Agreement to Acquire Providence and Worcester Railroad Company

EX-99.1 EXHIBIT 99.1 Genesee & Wyoming Inc. Enters into Agreement to Acquire Providence and Worcester Railroad Company DARIEN, Conn. ? (Business Wire) ? August 15, 2016 ? Genesee & Wyoming Inc. (G&W) (NYSE:GWR) announced today that it has agreed to acquire Providence and Worcester Railroad Company (P&W)(NASDAQ: PWX) for $25.00 per share, or approximately $126 million. Subject to satisfaction of cu

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, 2016 o TRANSITION REPORT PU

10-Q 1 gwr0630201610-q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fr

Non-GAAP Financial Measures

EX-99.1 2 a51391803ex991.htm EXHIBIT 99.1 Exhibit 99.1 Genesee & Wyoming Reports Results for the Second Quarter of 2016 DARIEN, Conn.-(BUSINESS WIRE)-August 1, 2016-Genesee & Wyoming Inc. (G&W) (NYSE:GWR) Second Quarter Consolidated Highlights Operating revenues decreased 7.5% to $501.4 million from $542.2 million. Reported operating income decreased 12.3% to $87.2 million; Adjusted operating inco

Results of Operations and Financial Condition

8-K 1 a51391803.htm GENESEE & WYOMING INC. 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): August 1, 2016 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or oth

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

Genesee & Wyoming Inc. (Form: 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): May 17, 2016 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdictio

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 March 31, 2016 o TRANSITION REPORT P

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 March 31, 2016 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 00

Form of Performance-Based Restricted Stock Unit Award Notice Under the Third Amended and Restated Omnibus Incentive Plan is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 5, 2016 (File No. 001-31456).**

Exhibit 10.1 GENESEE & WYOMING INC. THIRD AMENDED AND RESTATED 2004 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD NOTICE Grantee: XXXXXXXXX Type of Award: Performance-Based Restricted Stock Unit Award Target Number of Units: [XX] Date of Grant: [MONTH] [DATE], 20XX Performance Vesting Period: [MONTH] [DATE], 20XX through [MONTH] [DATE], 20XX 1.Grant of Performance-Vesting Re

Form of Performance-Based Restricted Stock Unit Award Notice for the CEO Under the Third Amended and Restated Omnibus Incentive Plan is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 5, 2016 (File No. 001-31456).**

Exhibit 10.2 GENESEE & WYOMING INC. THIRD AMENDED AND RESTATED 2004 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD NOTICE Grantee: XXXXXXXXX Type of Award: Performance-Based Restricted Stock Unit Award Target Number of Units: [XX] Date of Grant: [MONTH] [DATE], 20XX Performance Vesting Period: [MONTH] [DATE], 20XX through [MONTH] [DATE], 20XX 1.Grant of Performance-Vesting Re

Results of Operations and Financial Condition

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): April 28, 2016 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Commission F

Genesee & Wyoming Reports Results for the First Quarter of 2016

Exhibit 99.1 Genesee & Wyoming Reports Results for the First Quarter of 2016 DARIEN, Conn.-(BUSINESS WIRE)-April 28, 2016-Genesee & Wyoming Inc. (G&W) (NYSE:GWR) First Quarter Consolidated Highlights Operating revenues increased 21.6% to $482.6 million from $397.0 million. Adjusted income from operations decreased 8.2% to $79.6 million; Reported income from operations decreased 21.5% to $57.0 mill

Genesee & Wyoming LIVE FILING (Current Report/Significant Event)

Genesee & Wyoming Inc. (Form: 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): April 7, 2016 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdicti

Genesee & Wyoming DEFA14A

DEFA14A 1 a2016defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Pr

Genesee & Wyoming DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ?

GWR / Genesee & Wyoming, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Genesee & Wyoming Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 371559105 (CUSIP Number) February 29, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 o TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-31456 GENESEE & WYOMING INC. (Exact

Direct or Indirect Subsidiaries of Genesee & Wyoming Inc.* State/Country of Formation Alabama & Gulf Coast Railway LLC Delaware Allegheny & Eastern Railroad, LLC Delaware AN Railway, L.L.C. Florida ARG Sell Down Holdings Pty. Limited Australia ARG Se

Exhibit 21.1 Direct or Indirect Subsidiaries of Genesee & Wyoming Inc.* State/Country of Formation Alabama & Gulf Coast Railway LLC Delaware Allegheny & Eastern Railroad, LLC Delaware AN Railway, L.L.C. Florida ARG Sell Down Holdings Pty. Limited Australia ARG Sell Down No1 Pty. Limited Australia ARG Sell Down No2 Pty. Limited Australia Arizona & California Railroad Company Delaware Arizona Easter

GWR / Genesee & Wyoming, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Genesee & Wyoming Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 371559105 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropr

GWR / Genesee & Wyoming, Inc. / VANGUARD GROUP INC Passive Investment

geneseeandwyominginc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Genesee & Wyoming Inc Title of Class of Securities: Common Stock CUSIP Number: 371559105 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropria

Non-GAAP Financial Measures

Exhibit 99.1 Genesee & Wyoming Reports Results for the Fourth Quarter of 2015 DARIEN, Conn.-(BUSINESS WIRE)-February 9, 2016-Genesee & Wyoming Inc. (G&W) (NYSE:GWR) Fourth Quarter Highlights Operating revenues increased 23.9% to $514.9 million from $415.6 million. Same railroad operating revenues, excluding a $16.6 million negative impact of foreign currency depreciation, declined 13.8%, primarily

Results of Operations and Financial Condition

8-K 1 a51275097.htm GENESEE & WYOMING INC. 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): February 9, 2016 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or o

Current Report

Genesee & Wyoming Inc. (Form: 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): February 3, 2016 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdi

GWR / Genesee & Wyoming, Inc. / BAMCO INC /NY/ - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12)* Genesee & Wyoming Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 371559105 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

Regulation FD Disclosure

8-K 1 d103147d8k.htm FORM 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 15, 2015 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdictio

Regulation FD Disclosure

8-K 1 d103222d8k.htm FORM 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 11, 2015 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdictio

Genesee & Wyoming Provides Fourth Quarter 2015 Business Update; Reports Traffic for November 2015

EX-99.1 2 d103222dex991.htm EX-99.1 Exhibit 99.1 Genesee & Wyoming Provides Fourth Quarter 2015 Business Update; Reports Traffic for November 2015 DARIEN, Conn. — (BUSINESS WIRE) — Dec. 11, 2015 — Genesee & Wyoming Inc. (G&W) (NYSE: GWR) today reported traffic volumes for November 2015. Fourth Quarter 2015 Business Update In the fourth quarter of 2015 through November, G&W’s shipments have been we

Genesee & Wyoming ESP

CORRESP 1 filename1.htm VIA EDGAR December 3, 2015 Melissa Raminpour Branch Chief Office of Transportation and Leisure Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Genesee & Wyoming Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Form 10-Q for the Quarterly Period Ended September 30, 2015 File No. 001-31456 Dear Ms. Raminpour: This letter is in respon

Genesee & Wyoming ESP

CORRESP November 16, 2015 VIA EDGAR Mrs. Beverly A. Singleton Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Correspondence from you dated November 16, 2015 concerning Genesee & Wyoming Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Form 10-Q for the Quarterly Period Ended September 30, 2015 File No. 001-31456 Dear Mrs. Singleton: This letter is in res

GWR / Genesee & Wyoming, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Genesee & Wyoming Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 371559105 (CUSIP Number) October 30, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

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 September 30, 2015 o TRANSITION REPO

10-Q 1 gwr0930201510-q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition peri

Non-GAAP Financial Measures

Exhibit 99.1 Genesee & Wyoming Reports Results for the Third Quarter of 2015 DARIEN, Conn.-(BUSINESS WIRE)-October 30, 2015-Genesee & Wyoming Inc. (G&W) (NYSE:GWR) Third Quarter Highlights Operating revenues increased 26.3% to $546.3 million from $432.5 million. Same railroad operating revenues, excluding the $23.6 million negative impact of foreign currency depreciation, declined 10.8%, primarily

Genesee & Wyoming GENESEE & WYOMING INC. 8-K (Current Report/Significant Event)

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): October 30, 2015 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

Form 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): September 28, 2015 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-31456 Delaware 06-0984624 (State or other jurisdi

Genesee & Wyoming Appoints Two New Directors to Board; Announces Upcoming Board Changes

EX-99.1 Exhibit 99.1 Genesee & Wyoming Appoints Two New Directors to Board; Announces Upcoming Board Changes DARIEN, Conn.?Sept. 28, 2015?Genesee & Wyoming Inc. (G&W) (NYSE: GWR) announced today the appointment of Albert J. Neupaver and Joseph H. Pyne to its Board of Directors (the ?Board?). These appointments expand the Board to 13 directors, 11 of whom are independent directors. Mr. Neupaver ser

Amendment No. 1, dated as of September 30, 2015, to the Second Amended and Restated Senior Secured Syndicated Facility Agreement, dated as of March 20, 2015, among Genesee & Wyoming Inc., RP Acquisition Company Two, Quebec Gatineau Railway Inc., Genesee & Wyoming Australia Pty Ltd, Rotterdam Rail Feeding B.V., ERS Railways B.V., GWI UK Acquisition Company Limited, Bank of America, N.A., as administrative agent, and the agents, lenders and guarantors party thereto from time to time, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 2, 2015 (File No. 001-31456).

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED SENIOR SECURED SYNDICATED FACILITY AGREEMENT This AMENDMENT NO. 1, dated as of September 30, 2015 (this ?Amendment?), to the SECOND AMENDED AND RESTATED SENIOR SECURED SYNDICATED FACILITY AGREEMENT is entered into among GENESEE & WYOMING INC., a Delaware corporation (?GWI?) and RP ACQUISITION COMPANY TWO, a Delaw

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 12, 2015, pursuant to the provisions of Rule 12d2-2 (a).

Genesee & Wyoming FORM 8-K (Current Report/Significant Event)

Form 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): September 14, 2015 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.(a) Exhibit 23(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 27, 2015 relating to the financial statements and the effectiveness of internal control over financial reporting of Genesee & Wyoming Inc., which appears in Genesee & Wyoming Inc.?s Annual Report

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT T

EX-25.(a) Exhibit 25(a) File No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-148

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.(b) Exhibit 25(b) File No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-148

Genesee & Wyoming S-3ASR

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on September 14, 2015 Registration No.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.(b) Exhibit 23(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 1, 2013 relating to the financial statements of RailAmerica, Inc., which appears in Genesee & Wyoming Inc.?s Annual Report on Form 10-K for the year ended December 31, 2014. /s/ PricewaterhouseCoope

Genesee & Wyoming Inc. Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges Plus Preferred Stock Dividends (in thousands) Six Months Ended Years Ended December 31, June 30, 2015 2014 2013 2012 2011 2010 Earnings: Income from cont

EX-12 Exhibit 12 Genesee & Wyoming Inc. Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges Plus Preferred Stock Dividends (in thousands) Six Months Ended Years Ended December 31, June 30, 2015 2014 2013 2012 2011 2010 Earnings: Income from continuing operations before income taxes and income from equity investment $ 122,903 $ 368,113 $ 318,387 $ 83,278 $ 158,015 $ 108,833 Ad

Genesee & Wyoming LIVE FILING (Current Report/Significant Event)

Genesee & Wyoming Inc. (Form: 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): September 1, 2015 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisd

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, 2015 o TRANSITION REPORT PU

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, 2015 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

Results of Operations and Financial Condition

8-K 1 a51154177.htm GENESEE & WYOMING INC. 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): August 3, 2015 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or oth

Non-GAAP Financial Measures

Exhibit 99.1 Genesee & Wyoming Reports Results for the Second Quarter of 2015 DARIEN, Conn.-(BUSINESS WIRE)-August 3, 2015-Genesee & Wyoming Inc. (G&W) (NYSE:GWR) Second Quarter Highlights Operating revenues increased 30.8% to $542.2 million from $414.6 million. Same railroad operating revenues, excluding the $18.3 million negative impact of foreign currency depreciation, declined 10.2%, primarily

Assignment Letter to Matthew O. Walsh, dated June 18, 2015, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 22, 2015 (File No. 001-31456).**

Exhibit 10.1 [LOGO] June 18, 2015 Mr. Matthew O. Walsh 163 East 94th Street New York, NY 10128 Re: Assignment Letter Dear Matt, This letter, on behalf of Genesee & Wyoming Railroad Services, Inc. (“GRSI” or the “Company”), confirms our mutual agreement on the terms and conditions of your assignment to London, UK in the position of Executive Vice President, Global Corporate Development of Genesee &

Genesee & Wyoming FORM 8-K (Current Report/Significant Event)

FORM 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): June 17, 2015 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Comm

Genesee & Wyoming Provides Second Quarter 2015 Business Update; Reports Traffic for May 2015

EX-99.1 2 d941485dex991.htm EX-99.1 Exhibit 99.1 Genesee & Wyoming Provides Second Quarter 2015 Business Update; Reports Traffic for May 2015 DARIEN, Conn. — (BUSINESS WIRE) — Jun. 11, 2015 — Genesee & Wyoming Inc. (G&W) (NYSE: GWR) today provided a business update for the second quarter of 2015 and reported traffic volumes for May 2015. Second Quarter 2015 Business Update G&W’s traffic in the sec

Regulation FD Disclosure

8-K 1 d941485d8k.htm FORM 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): June 11, 2015 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of

Genesee & Wyoming FORM S-8

S-8 1 d925302ds8.htm FORM S-8 Registration No. 333- As filed with the Securities and Exchange Commission on May 13, 2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENESEE & WYOMING INC. (Exact name of registrant as specified in its charter) Delaware 06-0984624 (State or Other Jurisdiction of Incorporatio

Genesee & Wyoming FORM 8-K (Current Report/Significant Event)

Form 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): May 12, 2015 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Commi

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 March 31, 2015 o TRANSITION REPORT P

10-Q 1 gwr0331201510-q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period f

Non-GAAP Financial Measures

Exhibit 99.1 Genesee & Wyoming Reports Results for the First Quarter of 2015 DARIEN, Conn.-(BUSINESS WIRE)-May 1, 2015-Genesee & Wyoming Inc. (G&W) (NYSE:GWR) First Quarter Highlights Completed the acquisition of London-based Freightliner Group Limited (Freightliner) on March 25, 2015. Total operating revenues increased 5.5% to $397.0 million from $376.3 million, including $15.1 million of revenue

Results of Operations and Financial Condition

8-K 1 a51092267.htm GENESEE & WYOMING INC. 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): May 1, 2015 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other

GWR / Genesee & Wyoming, Inc. / WELLS FARGO & COMPANY/MN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) GENESEE & WYO INC (Name of Issuer) CL A (Title of Class of Securities) 371559105 (CUSIP Number) March 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed

Genesee & Wyoming Appoints Hunter C. Smith to Board of Directors

Genesee & Wyoming Appoints Hunter C Genesee & Wyoming Appoints Hunter C. Smith to Board of Directors DARIEN, Conn., Mar 30, 2015 (BUSINESS WIRE) - Genesee & Wyoming Inc. (G&W) announced today the appointment of Hunter C. Smith to its Board of Directors, effective March 27, 2015. "Hunter brings nearly 25 years of experience in international management, finance and risk management, which will be a t

Genesee & Wyoming HUNTER C. SMITH (Current Report/Significant Event)

Prepared By R.R. Donnelley Financial - Form 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): 03/27/2015 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-31456 Delaware 06-

Genesee & Wyoming DEFA14A

2015DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statemen

Third Amended and Restated 2004 Omnibus Incentive Plan is incorporated herein by reference to Annex I to the Registrant's Definitive Proxy Statement on Schedule 14A filed on March 30, 2015 (File No. 001-31456).**

DEF14A2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement

1

Exhibit 99.1 Genesee & Wyoming Inc. Completes Acquisition of Freightliner Group Limited; Enters into $2.8 billion Credit Facility; Provides First Quarter 2015 Business Update DARIEN, Conn. –(Business Wire)–March 25, 2015— Genesee & Wyoming Inc. (G&W) (NYSE: GWR) announced that it has completed the acquisition of approximately 94% of Freightliner Group Limited (Freightliner) for approximately £492

Amendment No. 1, dated as of March 20, 2015, to the Amended and Restated Senior Secured Syndicated Facility Agreement, dated as of May 27, 2014 among Genesee & Wyoming Inc., RP Acquisition Company Two, Quebec Gatineau Railway Inc., Genesee & Wyoming Australia Pty Ltd, GWI UK Acquisition Company Limited, GWI UK Holding Limited, Rotterdam Rail Feeding B.V., Bank of America, N.A., as administrative agent, and the agents, lenders and guarantors party thereto from time to time, is incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on March 25, 2015 (File No. 001-31456).

EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 1 TO AMENDED AND RESTATED SENIOR SECURED SYNDICATED FACILITY AGREEMENT This AMENDMENT NO. 1, dated as of March 20, 2015 (this “Amendment”), to the AMENDED AND RESTATED SENIOR SECURED SYNDICATED FACILITY AGREEMENT is entered into among GENESEE & WYOMING INC., a Delaware corporation (“GWI”), and RP ACQUISITION COMPANY TWO, a Delaware corporation (

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): March 20, 2015 Genesee & Wyoming

Form 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): March 20, 2015 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Com

Direct or Indirect Subsidiaries of Genesee & Wyoming Inc.* State/Country of Formation Alabama & Gulf Coast Railway LLC Delaware Allegheny & Eastern Railroad, LLC Delaware AN Railway, L.L.C. Florida ARG Sell Down Holdings Pty. Limited Australia ARG Se

Exhibit 21.1 Direct or Indirect Subsidiaries of Genesee & Wyoming Inc.* State/Country of Formation Alabama & Gulf Coast Railway LLC Delaware Allegheny & Eastern Railroad, LLC Delaware AN Railway, L.L.C. Florida ARG Sell Down Holdings Pty. Limited Australia ARG Sell Down No1 Pty. Limited Australia ARG Sell Down No2 Pty. Limited Australia Arizona & California Railroad Company Delaware Arizona Easter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 o TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-31456 GENESEE & WYOMING INC. (Exact

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, 8-K, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 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): February 24, 2015 Genesee & Wyoming Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-31456 06-0984624 (State or Other Jurisdiction of Incorporation) (Comm

BANK OF AMERICA, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, NY 10036

EX-10.2 Exhibit 10.2 EXECUTION VERSION BANK OF AMERICA, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, NY 10036 February 24, 2015 Genesee & Wyoming Inc. 20 West Avenue Darien, CT 06820 Attention: Timothy J. Gallagher, Chief Financial Officer Project Thomas Commitment Letter Ladies and Gentlemen: Genesee & Wyoming Inc. (“you” or “Holdings”) has advised each of Ban

Dated 24 February 2015 RAILINVEST INVESTMENTS LIMITED THE MANAGEMENT SELLERS THE PURCHASER THE PURCHASER’S GUARANTOR SHARE PURCHASE AGREEMENT relating to RailInvest Holding Company Limited Clause Page 1 Definitions and interpretation 2 2 Interpretati

EX-10.1 2 d878003dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION Dated 24 February 2015 RAILINVEST INVESTMENTS LIMITED THE MANAGEMENT SELLERS THE PURCHASER THE PURCHASER’S GUARANTOR SHARE PURCHASE AGREEMENT relating to RailInvest Holding Company Limited Contents Clause Page 1 Definitions and interpretation 2 2 Interpretation 9 3 Sale and purchase 10 4 Consideration 12 5 Period before Completion

5 Non-GAAP Financial Measures

EX-99.1 4 d878003dex991.htm EX-99.1 Exhibit 99.1 Genesee & Wyoming Inc. Enters Into Agreement to Acquire Freightliner Group Limited; Expands Rail Operations in the United Kingdom, Continental Europe and Australia DARIEN, Conn. — (BUSINESS WIRE) — Genesee & Wyoming Inc. (G&W) (NYSE: GWR) announced today that it has entered into an agreement to acquire approximately 95% of the shares of Freightliner

GWR / Genesee & Wyoming, Inc. / BAMCO INC /NY/ - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11)* Genesee & Wyoming Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 371559105 (CUSIP Number) Calendar Year 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

Results of Operations and Financial Condition

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): February 10, 2015 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Commissio

Non-GAAP Financial Measures

Exhibit 99.1 Genesee & Wyoming Reports Results for the Fourth Quarter of 2014 DARIEN, Conn.-(BUSINESS WIRE)-February 10, 2015-Genesee & Wyoming Inc. (G&W) (NYSE:GWR) Fourth Quarter Highlights Total operating revenues increased 6.1% to $415.6 million. Adjusted income from operations (operating income) increased 18.4% to $113.4 million; Reported income from operations increased 19.7% to $113.5 milli

GWR / Genesee & Wyoming, Inc. / VANGUARD GROUP INC Passive Investment

geneseewyominginc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Genesee & Wyoming Inc Title of Class of Securities: Common Stock CUSIP Number: 371559105 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate

GWR / Genesee & Wyoming, Inc. / WELLS FARGO & COMPANY/MN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) GENESEE & WYO INC (Name of Issuer) CL A (Title of Class of Securities) 371559105 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

Regulation FD Disclosure

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): 01/23/2015 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-31456 Delaware 06-0984624 (State or other jurisdiction of (IRS Emp

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 September 30, 2014 o TRANSITION REPO

10-Q 1 gwr0930201410-q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition peri

Results of Operations and Financial Condition

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): October 31, 2014 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Commission

Genesee & Wyoming Reports Results for the Third Quarter of 2014

Exhibit 99.1 Genesee & Wyoming Reports Results for the Third Quarter of 2014 DARIEN, Conn.-(BUSINESS WIRE)-October 31, 2014-Genesee & Wyoming Inc. (G&W) (NYSE:GWR) Third Quarter Highlights Total operating revenues increased 7.8% to $432.5 million. Adjusted income from operations increased 16.7% to $122.6 million; Reported income from operations increased 21.0% to $123.1 million. (1) Adjusted opera

Form of Option Award Notice for CEO under the Second Amended and Restated 2004 Omnibus Incentive Plan is incorporated herein by reference to Exhibit 10.8 to the Registrant's Quarterly Report on Form 10-Q filed on August 6, 2014 (File No. 001-31456).**

EX-10.8 8 gwr06302014ex108.htm FORM OF OPTION AWARD NOTICE FOR CEO GENESEE & WYOMING INC. SECOND AMENDED AND RESTATED 2004 OMNIBUS INCENTIVE PLAN OPTION AWARD NOTICE Grantee: [Name] Type of Award: [Type] Number of Shares: [Number] Exercise Price Per Share: [Price] Date of Grant: [Date] Expiration Date: [Five Years from the Grant Date] Anniversary Date: [Date of First Grant for the Year of the Opti

Form of Restricted Stock Award Notice for CEO under the Second Amended and Restated 2004 Omnibus Incentive Plan is incorporated herein by reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q filed on August 6, 2014 (File No. 001-31456).**

EX-10.7 7 gwr06302014ex107.htm FORM OF RESTRICTED STOCK AWARD NOTICE FOR CEO GENESEE & WYOMING INC. SECOND AMENDED AND RESTATED 2004 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AWARD NOTICE Grantee: [Name] Type of Award: Restricted Stock Award Number of Shares: [Number] Date of Grant: [Date] Anniversary Date: [Date of First Grant for the Year of the Award] [NOTE: Anniversary Date definition only appli

Form of Restricted Stock Award Notice under the Second Amended and Restated 2004 Omnibus Incentive Plan is incorporated herein by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q filed on August 6, 2014 (File No. 001-31456).**

EX-10.4 4 gwr06302014ex104.htm FORM OF RESTRICTED STOCK AWARD NOTICE GENESEE & WYOMING INC. SECOND AMENDED AND RESTATED 2004 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AWARD NOTICE Grantee: [Name] Type of Award: Restricted Stock Award Number of Shares: [Number] Date of Grant: [Date] Anniversary Date: [Date of First Grant for the Year of the Award] [NOTE: Anniversary Date definition only applicable fo

Form of Performance-Based Restricted Stock Unit Award Notice under the Second Amended and Restated 2004 Omnibus Incentive Plan is incorporated herein by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q filed on August 6, 2014 (File No. 001-31456).**

EX-10.6 6 gwr06302014ex106.htm FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD NOTICE GENESEE & WYOMING, INC. SECOND AMENDED AND RESTATED 2004 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD NOTICE Grantee: XXXXXXXXX Type of Award: Performance-Based Restricted Stock Unit Award Number of Units: Date of Grant: [MONTH] [DATE], 20XX Performance Vesting Period: [MONTH] [DATE]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 o TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-31

Form of Restricted Stock Unit Award Notice for Directors under the Second Amended and Restated 2004 Omnibus Incentive Plan is incorporated herein by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed on August 6, 2014 (File No. 001-31456).**

EX-10.3 3 gwr06302014ex103.htm FORM OF RESTRICTED STOCK UNIT AWARD NOTICE FOR DIRECTORS GENESEE & WYOMING INC. SECOND AMENDED AND RESTATED 2004 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTICE Grantee: Type of Award: Restricted Stock Unit Award Number of Units: Date of Grant: 1. Grant of Restricted Stock Units. This Award Notice serves to notify you that the Compensation Committee (the “C

Form of Performance-Based Restricted Stock Unit Award Notice for CEO under the Second Amended and Restated 2004 Omnibus Incentive Plan is incorporated herein by reference to Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q filed on August 6, 2014 (File No. 001-31456).**

EX-10.9 9 gwr06302014ex109.htm FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD NOTICE FOR CEO GENESEE & WYOMING, INC. SECOND AMENDED AND RESTATED 2004 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD NOTICE Grantee: XXXXXXXXX Type of Award: Performance-Based Restricted Stock Unit Award Number of Units: Date of Grant: [MONTH] [DATE], 20XX Performance Vesting Period: [MONTH

Form of Option Award Notice under the Second Amended and Restated 2004 Omnibus Incentive Plan is incorporated herein by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q filed on August 6, 2014 (File No. 001-31456).**

EX-10.5 5 gwr06302014ex105.htm FORM OF OPTION AWARD NOTICE GENESEE & WYOMING INC. SECOND AMENDED AND RESTATED 2004 OMNIBUS INCENTIVE PLAN OPTION AWARD NOTICE Grantee: [Name] Type of Award: [Type] Number of Shares: [Number] Exercise Price Per Share: [Price] Date of Grant: [Date] Expiration Date: [Five Years from the Grant Date] Anniversary Date: [Date of First Grant for the Year of the Option] 1. G

Form of Restricted Stock Award Notice for Directors under the Second Amended and Restated 2004 Omnibus Incentive Plan is incorporated herein by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed on August 6, 2014 (File No. 001-31456).**

EX-10.2 2 gwr06302014ex102.htm FORM OF RESTRICTED STOCK AWARD NOTICE FOR DIRECTORS GENESEE & WYOMING INC. SECOND AMENDED AND RESTATED 2004 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AWARD NOTICE Grantee: Type of Award: Restricted Stock Award Number of Shares: Date of Grant: Anniversary Date: 1. Grant of Restricted Stock. This Award Notice serves to notify you that the Compensation Committee (the “Com

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): August 1, 2014 Genesee & Wyoming

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): August 1, 2014 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incorporation) (Commission F

Non-GAAP Financial Measures

Exhibit 99.1 Genesee & Wyoming Reports Results for the Second Quarter of 2014 DARIEN, Conn.-(BUSINESS WIRE)-July 31, 2014-Genesee & Wyoming Inc. (G&W) (NYSE: GWR) Second Quarter Highlights Adjusted diluted earnings per share (EPS) were $1.12, a 10.9% increase in adjusted diluted EPS; Reported diluted EPS were $1.07, a 6.1% decrease in reported diluted EPS. (1) Total operating revenues increased 3.

Rapid City, Pierre & Eastern Railroad Completes Acquisition of Dakota, Minnesota & Eastern West End

EX-99.1 Exhibit 99.1 Rapid City, Pierre & Eastern Railroad Completes Acquisition of Dakota, Minnesota & Eastern West End RAPID CITY, S.D.—(BUSINESS WIRE)—Genesee & Wyoming Inc. (G&W) (NYSE:GWR) today announced that its newly established subsidiary, Rapid City, Pierre & Eastern Railroad, Inc. (RCP&E) has completed the acquisition of the west end of the Dakota, Minnesota & Eastern (DM&E) rail line f

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 d735516d8k.htm FROM 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): May 27, 2014 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of

AMENDMENT NO. 2 CREDIT AGREEMENT

EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2, dated as of May 27, 2014 (this “Amendment”), to the SENIOR SECURED SYNDICATED FACILITY AGREEMENT is entered into among GENESEE & WYOMING INC., a Delaware corporation (“GWI”), and RP ACQUISITION COMPANY TWO, a Delaware corporation (“RP” and, together with GWI, collectively, the “Domestic Borrowers”), QU

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

EX-3.1 Exhibit 3.1 CERTIFICATE OF ELIMINATION OF MANDATORILY CONVERTIBLE PERPETUAL PREFERRED STOCK, SERIES A-1 OF GENESEE & WYOMING INC. Genesee & Wyoming Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as

Submission of Matters to a Vote of Security Holders

8-K 1 d733050d8k.htm 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): May 21, 2014 Genesee & Wyoming Inc. (Exact name of registrant as specified in its charter) Delaware 001-31456 06-0984624 (State or other jurisdiction of incor