8-K/A

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): June 1, 2005

GENESEE & WYOMING INC.

(Exact name of registrant as specified in its charter)

DELAWARE	001-31456	06-0984624
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

66 FIELD POINT ROAD, GREENWICH, CT	06830
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 629-3722

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

EXPLANATORY NOTE

On June 3, 2005, Genesee & Wyoming Inc. (“GWI”) filed a Current Report on Form 8-K in connection with the June 1, 2005 closing of the acquisition, directly or indirectly, of all of the equity interests of Rail Partners, L.P., Evansville Belt Line Railroad, Inc., Grizzard Transfer Company, Inc., KWT Railway, Inc., AN Railway, L.L.C., The Bay Line Railroad, L.L.C., Western Kentucky Railway, L.L.C., Rail Switching Services, L.L.C., M&B Railroad, L.L.C., an Alabama limited liability company Riceboro Southern Railway, LLC, East Tennessee Railway, L.P., Galveston Railroad, L.P., Georgia Central Railway, L.P., Little Rock & Western Railway, L.P., Tomahawk Railway, Limited Partnership, Valdosta Railway, L.P. and Wilmington Terminal Railroad, Limited Partnership. The description of the transaction is set forth in the June 3, 2005 Current report on Form 8-K. This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed on June 3, 2005 to include audited and unaudited financial statements for the acquired business and related GWI pro forma financial information.

TABLE OF CONTENTS

EX-23.1: CONSENT OF CARR, RIGGS & INGRAM, LLC

EX-99.1: AUDITED, UNAUDITED AND UNAUDITED PRO FORMA FINANCIAL STATEMENTS

EX-99.2: UNAUDITED FINANCIAL STATEMENTS AND UNAUDITED PRO FORMA FINANCIAL STATEMENTS

Item 9.01. Financial Statements and Exhibits

(a)		Financial Statements of Businesses Acquired
	The following financial statements filed as Exhibit 99.1 hereto are incorporated herein by reference:
	Audited Combined Financial Statements of Rail Partners Limited Partnership and Consolidated Entities, and Rail Management Corporation:
		Independent Auditors’ Report	2
		Combined Balance Sheet as of December 31, 2004	2
		Combined Statement of Income for the Year Ended December 31, 2004	3
		Combined Statement of Owner’s Capital for the Year Ended December 31, 2004	4
		Combined Statement of Cash Flows for the Year Ended December 31, 2004	5
		Notes to Combined Financial Statements	6 — 13
(b)		Unaudited Combined Financial Statements of Rail Partners Limited Partnership and Consolidated Entities, and Rail Management Corporation:
		Unaudited Combined Balance Sheets as of March 31, 2005 and December 31, 2004	14
		Unaudited Combined Statement of Income for the Three Months Ended March 31, 2005 and 2004	15
		Unaudited Combined Statement of Cash Flows for the Three Months Ended March 31, 2005 and 2004	16
		Notes to Unaudited Combined Financial Statements	17 — 22
(c)		Pro Forma Financial Information of Genesee & Wyoming Inc.
	The following financial statements filed as Exhibit 99.2 hereto are incorporated herein by reference:
		Pro Forma Combined Balance Sheets as of March 31, 2005	3 — 4
		Pro Forma Combined Statement of Income the Three Months Ended March 31, 2005	5
		Pro Forma Combined Statement of Income for the Year Ended December 31, 2004	6
		Notes to Unaudited Pro Forma Combined Financial Statements	7 — 12
(d)		Exhibits.

     The exhibits listed below and in the accompanying Exhibit Index are filed as part of this Current Report on Form 8-K.

ITEM 9.01 EXHIBITS

Exhibit No.	Description
23.1	Consent of Carr, Riggs & Ingram, LLC
99.1	Audited financial statements and unaudited financial statements.
99.2	Unaudited financial statements and unaudited pro forma financial statements.

SIGNATURES

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

	GENESEE & WYOMING INC.
	By:	/S/ JAMES M. ANDRES
		Name:	James M. Andres
		Title:	Chief Accounting Officer
Dated: August 15, 2005

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-73026) and Form S-8 (333-09165, 333-49231, 333-90845, 333-51684,333-67982 and 333-120558) of Genesee & Wyoming Inc. of our report dated July 22, 2005, relating to the combined financial statements of Rail Partners Limited Partnership and Consolidated Entities, and Rail Management Corporation which is incorporated by reference into the Current Report on Form 8-K/A of Genesee & Wyoming Inc. dated August 15, 2005.

/s/ Carr, Riggs & Ingram LLC

Enterprise, Alabama
August 15, 2005

EX-99.1

Exhibit 99.1

RAIL PARTNERS LIMITED PARTNERSHIP AND CONSOLIDATED
ENTITIES, AND RAIL MANAGEMENT CORPORATION
DECEMBER 31, 2004

TABLE OF CONTENTS

	PAGE
INDEPENDENT AUDITORS’ REPORT		1
COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2004
COMBINED BALANCE SHEET		2
COMBINED STATEMENT OF INCOME		3
COMBINED STATEMENT OF OWNERS’ CAPITAL		4
COMBINED STATEMENT OF CASH FLOWS		5
NOTES TO COMBINED FINANCIAL STATEMENTS		6 — 13

RAIL PARTNERS LIMITED PARTNERSHIP AND CONSOLIDATED
ENTITIES, AND RAIL MANAGEMENT CORPORATION
MARCH 31, 2005

UNAUDITED COMBINED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
UNAUDITED COMBINED BALANCE SHEETS	14
UNAUDITED COMBINED STATEMENTS OF INCOME	15
UNAUDITED COMBINED STATEMENTS OF CASH FLOWS	16
NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS	17 — 22

Independent Auditors’ Report

To the Partners and Shareholders
Rail Partners Limited Partnership and Consolidated Entities, and
Rail Management Corporation

We have audited the accompanying combined balance sheet of Rail Partners Limited Partnership and consolidated entities, and Rail Management Corporation (an affiliated corporation) all of which are under common ownership and common management, as of December 31, 2004, and the related combined statements of income, owners’ capital, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of Rail Partners Limited Partnership and consolidated entities, and Rail Management Corporation (an affiliated corporation), at December 31, 2004, and the combined results of their operations and their combined cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Carr, Riggs & Ingram, LLC

Enterprise, Alabama
July 22, 2005

1

RAIL PARTNERS LIMITED PARTNERSHIP AND CONSOLIDATED
ENTITIES, AND RAIL MANAGEMENT CORPORATION
COMBINED BALANCE SHEET
DECEMBER 31, 2004

	2004
ASSETS
CURRENT ASSETS
Cash	$	45,463,684
Accounts receivable, net of allowance for doubtful accounts of $46,629		12,991,717
Accounts receivable — related party		80,426
Inventories		963,793
Prepaid expenses and other assets		484,982
Total current assets		59,984,602
PROPERTY AND EQUIPMENT — NET		58,754,200
OTHER ASSETS
Goodwill		17,333,250
Other assets, net of accumulated amortization of $194,776		226,152
Total other assets		17,559,402
Total assets	$	136,298,204
LIABILITIES AND OWNERS’ CAPITAL
CURRENT LIABILITIES
Current maturities of long-term debt	$	153,916
Accounts payable		10,722,870
Accounts payable — related party		14,789
Accrued liabilities
Freight		7,382,675
Salaries, wages and employee benefits		6,946,355
Other		3,877,194
Total current liabilities		29,097,799
LONG-TERM DEBT		51,601,167
DEFERRED INCOME TAXES		351,343
Total liabilities		81,050,309
MINORITY INTEREST		1,060,645
COMMITMENTS AND CONTINGENCIES
OWNERS’ CAPITAL		54,187,250
Total liabilities and capital	$	136,298,204

See notes to combined financial statements.

2

RAIL PARTNERS LIMITED PARTNERSHIP AND CONSOLIDATED
ENTITIES, AND RAIL MANAGEMENT CORPORATION
COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2004

	2004
REVENUES	$	57,060,465
OPERATING EXPENSES
General and administrative		9,957,333
General and administrative — related party		407,189
Employment expenses		9,553,690
Repairs, maintenance, derailment and fuel		11,861,081
Car hire and operating lease expense		1,441,456
Lease expense — related party		145,418
Depreciation and amortization		6,633,796
Total operating expenses		39,999,963
OPERATING INCOME		17,060,502
OTHER INCOME (EXPENSE)
Interest income		439,705
Interest expense		(4,019,023	)
Other, net		115,770
Total other expense — net		(3,463,548	)
INCOME FROM CONTINUING OPERATIONS		13,596,954
INCOME FROM DISCONTINUED OPERATIONS—
Net of income tax provision of $551,902 and minority interest of $394,587		287,287
NET INCOME	$	13,884,241

See notes to combined financial statements.

3

RAIL PARTNERS LIMITED PARTNERSHIP AND CONSOLIDATED
ENTITIES, AND RAIL MANAGEMENT CORPORATION
COMBINED STATEMENT OF OWNERS’ CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2004

	COMMON		RETAINED			PARTNERS’
	STOCK		EARNINGS			CAPITAL			TOTAL
BALANCE—January 1, 2004	$	1,964,252	$	26,476,444		$	16,785,109		$	45,225,805
NET INCOME		—		(4,401,539	)		18,285,780			13,884,241
CAPITAL DISTRIBUTIONS		—		(2,024,000	)		(2,898,796	)		(4,922,796	)
BALANCE — December 31, 2004	$	1,964,252	$	20,050,905		$	32,172,093		$	54,187,250

See notes to combined financial statements.

4

RAIL PARTNERS LIMITED PARTNERSHIP AND CONSOLIDATED
ENTITIES, AND RAIL MANAGEMENT CORPORATION
COMBINED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2004

	2004
OPERATING ACTIVITIES
Net income	$	13,884,241
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		7,142,748
Deferred income taxes		(144,785	)
Minority interest		394,587
(Gain) Loss on sale of property and equipment		(140,770	)
Changes in current assets and liabilities provided (used)
Cash
Accounts receivable		375,835
Accounts receivable-related party		594,475
Inventories		530,068
Prepaid expenses and other assets		(80,843	)
Accounts payable		1,928,414
Accounts payable-related party		(33,352	)
Accrued liabilities		2,707,282
Net cash provided by operating activities		27,157,900
INVESTING ACTIVITIES
Acquisition		(3,730,266	)
Purchases of property and equipment		(2,372,345	)
Proceeds from sale of property and equipment		362,027
Net cash used in investing activities		(5,740,584	)
FINANCING ACTIVITIES
Principal payments on long-term debt		(153,916	)
Capital distributions		(4,531,543	)
Minority distributions		(1,350,000	)
Net cash used in financing activities		(6,035,459	)
NET INCREASE IN CASH		15,381,857
CASH — Beginning of year		30,081,827
CASH — End of year	$	45,463,684
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest	$	4,038,119
Income taxes	$	858,666

See notes to combined financial statements.

5

RAIL PARTNERS LIMITED PARTNERSHIP AND CONSOLIDATED
ENTITIES, AND RAIL MANAGEMENT CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 2004

NOTE 1 — ORGANIZATION AND NATURE OF OPERATIONS

Organization — The accompanying combined financial statements include the accounts of Rail Partners Limited Partnership and Consolidated Entities (“RPLP”), and Rail Management Corporation (“RMC”). The two entities are collectively referred to herein as the “Company”. Minority interest represents the minority shareholder’s (ASARCO) proportionate share of the equity in Copper Basin Railway, Inc., one of the Company’s consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidating RPLP and in combining RPLP and RMC.

At December 31, 2004, the Company owned, or indirectly owned through affiliated entities, the following entities:

CONSOLIDATED ENTITIES	STATES OF OPERATION
AN Railway, L.L.C. (“ANR”)	Florida
Atlantic and Western Railway, Limited Partnership (“ATW”)	North Carolina
The Bay Line Railroad, L.L.C. (“BAY”)	Florida and Alabama
Copper Basin Railway, Inc. (“CBR”)	Arizona
East Tennessee Railway, L.P. (“ETR”)	Tennessee
Evansville Belt Line Railroad, Inc. (“EBL”)	Indiana
Riceboro Southern Railway, L.L.C. (“RSR”)	Georgia
Galveston Railroad, L.P. (“GRR”)	Texas
Georgia Central Railway, L.P. (“GCR”)	Georgia
KWT Railway, Inc. (“KWT”)	Tennessee and Kentucky
Little Rock and Western Railway, L.P. (“LRW”)	Arkansas
M&B Railroad, L.L.C. (“M&B”)	Mississippi and Alabama
Tomahawk Railway, Limited Partnership (“TRY”)	Wisconsin
Valdosta Railway, L.P. (“VRY”)	Georgia
Western Kentucky Railway, L.L.C. (“WKR”)	Kentucky
Wilmington Terminal Railroad, Limited Partnership (“WTR”)	North Carolina
Grizzard Transfer Company (“GTC”)	Georgia
Rail Leasing, Inc. (“RLI”)	Florida
Rail Switching Services, L.L.C. (“RSS”)	Illinois and Ohio

Capital Structure — RPLP and the consolidated entities, except RMC, KWT, GTC, RLI, EBL and CBR, are organized as limited partnerships (“LP”) or limited liabilities companies (“LLC”). Included in the combined statement of owners’ capital of the Company at December 31, 2004 are 6,642.5 membership units of RPLP owned by various trusts controlled by the K. Earl Durden family. All other membership units in the LPs and LLCs are owned by other combined entities and thus are eliminated in combination.

RLI was established as a QSS Subsidiary of RMC pursuant to the applicable provisions of the Internal Revenue Code. RMC and KWT have elected subchapter S status pursuant to the applicable provisions of the Internal Revenue Code. KWT was subsequently converted into a QSS Subsidiary of RMC pursuant

6

NOTE 1 — ORGANIZATION AND NATURE OF OPERATIONS (Continued)

to the applicable provisions of the Internal Revenue Code. CBR is organized as a C Corporation. RMC is authorized to issue two series of common stock, which are Series A voting common stock and Series B non-voting common stock. Included in the combined statement of owners’ capital at December 31, 2004 are 10,000 shares (authorized, issued and outstanding) of RMC no par common stock, comprised of 2,896 shares of Series A voting common stock and 7,104 shares of Series B non-voting common stock. The common stock of RLI, KWT, and CBR, except for the 45% minority interest in CBR, is held by other combined entities and thus is eliminated in combination.

On December 31, 2004, Panama City Beach Office Park, LTD (“PCB”), which was owned 99% by RPLP and 1% by RMC, adopted a plan of merger into Durden Enterprises, LLC, a company owned solely by K. Earl Durden (“KED”) and Michael E. Durden (“MED”). RPLP distributed 33.24% of its interest in PCB to RMC, which KED subsequently purchased. KED also purchased RMC’s 1% interest in PCB. RPLP distributed its remaining 66.76% interest in PCB to the various trusts controlled by the K. Earl Durden family. All unit distributions were made at book value.

Profits and losses are allocated to each partner in the LPs and LLCs based upon their respective ownership percentages. Distributions, including distributions in the event of liquidation, are made in accordance with provisions of the partnership agreements and such distributions may vary from the individual partner’s proportionate capital account balances.

Nature of Operations and Customer Concentration — RPLP is a holding company that holds investments in companies operating short-line railroads and other entities in various states that serve a limited number of customers, lease rail cars, and provide certain other services to related and unrelated entities. RMC is a holding company that holds an investment in RPLP, KWT, GTC, EBL, and RLI.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition — Revenue from transportation and switching services is generally recognized upon completion of the service.

Accounts Receivable — Accounts receivable are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through a charge to earnings and a credit to a valuation allowance based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. Changes in the valuation allowance have not been material to the financial statements.

Inventories — Inventories consist principally of tools, spare parts, and materials used in the Company’s day-to-day operations. These inventories are stated at the lower of cost (first-in, first-out method) or market.

Property and Equipment — Property and equipment are depreciated over estimated useful lives at straight-line rates for financial reporting purposes. Certain assets are depreciated at accelerated rates for income tax reporting purposes. Major classes of depreciable property and equipment and their estimated service lives are as follows:

	ESTIMATED
	LIVES
	IN YEARS
Buildings	20 — 40
Railroad tracks and property	12 — 20
Trucks and autos	5 —   7
Machinery and equipment	3 — 12
Furniture and fixtures	3 — 10

7

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Goodwill and Other Intangible Assets — Goodwill totaling approximately $24,000,000 was recognized by the Company on ECI’s acquisition of Green Bay Packaging’s interest in RPLP and RMC in 1996. The recorded amounts represent the excess of the price paid for the acquisitions over the book value of the interests acquired. Goodwill was being amortized on the straight-line method over twenty years.

The Company adopted the provisions of FASB Statement 142 as of January 1, 2003. Financial condition and results of operations in accordance with Statement 142 are reflected in the accompanying financial statements.

Income Taxes — RPLP, RMC, KWT, GTC, EBL, and all other LP’s and LLCs are organized as non-taxable entities. Since taxable income of these entities is includable in the income tax returns of the partners and owners, income taxes are not provided for on the income of these entities.

Provision for income taxes is, however, recorded on income of CBR. Deferred income taxes for CBR reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These differences relate primarily to depreciation.

Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements — During 2004, the Company adopted FASB Interpretation No. (“FIN”) 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees.” FIN 45 requires increased disclosure of guarantees, including those for which likelihood of payment is remote, and product warranty information. FIN 45 also requires that guarantors recognize a liability for certain types of guarantees equal to the fair value of the guarantee upon its issuance. The adoption of FIN 45 did not have a material impact on the results of operations or financial position.

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51” (FIN 46). FIN 46 addresses whether business enterprises must consolidate the financial statements of entities known as “variable interest entities”. A variable interest entity is defined by FIN 46 to be a business entity which has one or both of the following characteristics: (1) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional support from other parties, which is provided through other interests that will absorb some or all of the expected losses at the entity; and (2) the equity investors lack one or more of the following essential characteristics of a controlling financial interest; (a) direct or indirect ability to make decisions about the entity’s activities through voting rights or similar rights, (b) the obligation to absorb the expected losses of the entity if they occur, which makes it possible for the entity to finance its activities, or (c) the right to receive the expected residual returns of the entity if they occur, which is the compensation for risk of absorbing expected losses. The Company adopted FIN 46’s accounting provisions for the year ended December 31, 2003. The adoption of this new standard did not have a material impact on results of operations or financial position.

In December 2003, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition,” which supersedes SAB 101 “Revenue Recognition in Financial Statements.” SAB 104, among other things, rescinds accounting guidance contained in SAB 101 related to multiple element revenue arrangements which was superseded as a result of the issuance of EITF 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables.” The issuance of SAB 104 reflects the concepts contained in EITF 00-21. The other revenue recognition concepts contained in SAB 101 remain largely unchanged. The issuance of SAB 104 did not have a material impact on the Company’s results of operations, financial position or cash flows.

8

NOTE 3 — PROPERTY AND EQUIPMENT

Balances of major classes of property and equipment, at cost, and accumulated depreciation at December 31, 2004 are as follows:

	2004
Land	$	6,630,549
Buildings		5,898,202
Railroad tracks and property		69,273,779
Trucks and autos		2,359,114
Machinery and equipment		44,610,398
Furniture and fixtures		1,423,397
Total		130,195,439
Less: accumulated depreciation		71,441,239
Property and equipment, net	$	58,754,200

Depreciation expense for the year ended December 31, 2004 totaled $6,594,348.

NOTE 4 — LONG-TERM DEBT

Long-term debt at December 31, 2004 consists of the following:

2004

Unsecured note payable to an insurance company with an aggregate availability of $80,000,000, interest payable at 8% per annum; principal payments are due in annual installments of $10,000,000 beginning June 30, 2006 and through June 30, 2009. Remaining principal balance due June 30, 2010.	$	50,000,000
Note payable to the State of Wisconsin Department of Transportation with no interest; principal payments are due in minimum quarterly installments of $10,304 through 2007, with the remaining balance due December 31, 2008, secured by a building (carrying value of $210,459 at December 31, 2004).		546,062
Note payable to the State of Wisconsin Department of Transportation with no interest; principal payments are due in minimum quarterly installments of $9,750 through 2009, with the remaining balance due December 31, 2010, secured by a building (carrying value of $445,867 at December 31, 2004).		619,421
Note payable to the State of Wisconsin Department of Transportation with no interest; principal payments are due in minimum quarterly installments of $18,425 through 2011, with the remaining balance due December 31, 2012, secured by a building (carrying value of $551,710 at December 31, 2004).		589,600
Total		51,755,083
Less: Current maturities		153,916
Long-term debt	$	51,601,167

9

NOTE 4 — LONG-TERM DEBT (Continued)

Long-term debt has a fair value of approximately $52,000,000 at December 31, 2004. Fair value was estimated using a discounted cash flows analysis, based on borrowing rates currently available to the Company for bank loans with similar terms and average maturities.

Long-term debt matures as follows:

YEAR ENDING
DECEMBER 31:
2005	$	153,916
2006		10,153,916
2007		10,576,330
2008		10,112,700
2009		10,112,700
Thereafter		10,645,521
Total	$	51,755,083

The Company has a revolving line of credit with a bank which provides for the Company to borrow up to $15,000,000. The term of the agreement runs through June 30, 2007 unless extended by mutual agreement of the Company and the bank. At December 31, 2004 there were no borrowings under this line of credit.

The Company’s debt agreements contain various restrictions, including the maintenance of minimum financial ratios and limitations on the amount of capital distributions.

NOTE 5 — LEASES

The Company leases various property and equipment items under leases which are accounted for as operating leases. These leases expire at various dates through 2027 and certain leases contain provisions for renewal. The rental payments under certain of these leases are based on activity along various portions of track and the number of rail cars used. Total rent expense for all operating leases was approximately $766,000 for 2004, which includes approximately $333,000 contingent rentals.

The following is a schedule of future minimum lease payments for operating leases at December 31, 2004:

YEAR ENDING
DECEMBER 31:
2005	$	719,477
2006		661,839
2007		632,704
2008		629,969
2009		628,556
Thereafter		1,248,538
Total	$	4,521,083

NOTE 6 — RELATED PARTY TRANSACTIONS

The Company has entered into various agreements and transactions with ASARCO and with certain entities affiliated with the Company’s shareholders. Amounts included in the combined financial statements as of December 31, 2004 and for the year then ended as a result of these transactions are as follows:

10

NOTE 6 — RELATED PARTY TRANSACTIONS (Continued)

	2004
Balance Sheets
Accounts receivable	$	80,426
Accounts payable		14,789
Statements of Income
Freight revenue	$	5,492,589
Management, marketing, consulting and accounting fees		407,189
Lease expense		145,418

NOTE 7 — CONTINGENCIES

The Company is self-insured for claims related to employee injuries and general liability, and property claims up to various amounts based on the nature of the claim. In the opinion of management, the ultimate amounts to be paid related to claims existing at December 31, 2004 are not material to the accompanying combined financial statements.

The Company is involved in certain litigation arising in the ordinary course of business. In the opinion of management, the ultimate resolution of these matters will not have a material adverse effect on the Company’s combined financial statements.

NOTE 8 — ACQUISITIONS

On February 28, 2004, RMC purchased the stock of EBL, an existing Subchapter S Corporation. There were 1,000 shares authorized and 89 issued and outstanding with a par value of $1,000. RMC purchased all 89 outstanding shares at the price of $1,250 per share, for a total purchase price of $111,250. EBL owned no real property and was not an operating corporation. Upon the purchase of the stock, RMC filed Form 8869 with the Internal Revenue Service electing the treatment of EBL as a Qualified Subchapter S Subsidiary of RMC, an existing S-Corporation, effective March 1, 2004. Subsequent to the stock acquisition EBL purchased approximately 5.5 miles of track from CSX Transportation, Inc. for the price of $150,000. The purchases were funded using cash on hand.

The components, at fair value, of the acquisition are as follows:

Common stock	$	89,000
Goodwill		22,250
Cash paid for stock acquisition	$	111,250

On July 20, 2004, Riceboro Southern Railway, LLC, was formed to acquire 18.8 miles of track from CSX Transportation in Riceboro, Georgia. The total purchase price for the acquisition was $975,000. The purchase was funded using cash on hand.

The components, at fair value, of the acquisition are as follows:

Railroad track and property $ 975,000

On August 23, 2004, KWT purchased 14 miles of track in Dresden, Tennessee. The total purchase price for the acquisition was $2,408,933. The purchases were funded using cash on hand.

11

NOTE 8 — ACQUISITIONS (Continued)

The components, at fair value, of the acquisition are as follows:

Railroad track	$	2,032,000
Land		376,933
Cash paid for acquisition	$	2,408,933

NOTE 9 — CASH FLOW INFORMATION

The Company considers time deposits, certificates of deposits, and all highly liquid debt instruments with original maturities of three months or less to be cash equivalents.

As disclosed in Note 1, a non-cash distribution of RPLP’s interest in PCB was made to the various trusts controlled by the K. Earl Durden family. The distribution was made at book value on December 31, 2004 of $391,253.

NOTE 10 — ASSETS HELD FOR SALE

During the last quarter of 2004 management of RPLP having the authority to approve the action, entered into negotiations with ASARCO, the minority owner of CBR, to sell RPLP’s 55% ownership interest in CBR. As of the balance sheet date an agreement had not yet been reached, although the sale is expected to take place during the calendar year ending December 31, 2005.

The results of operations of CBR for the year ended December 31, 2004 reflected revenues of $8,099,678 and net income of $876,859, net of income tax provision of $551,902, and is included in Income from Discontinued Operations.

The carrying amounts of the major classes of assets and liabilities of CBR that are included as part of the combined financial statements that are considered as being held for sale are as follows:

	2004
Cash	$	1,146,033
Accounts receivable
Trade		674,537
Affiliates		80,426
Inventories		208,584
Prepaid expenses		85,598
Property and equipment-net		1,557,973
Total assets	$	3,753,151
Accounts payable	$	600,736
Accrued liabilities		444,083
Deferred income taxes		351,343
Total liabilities	$	1,396,162

ASARCO’s interest in the assets and liabilities of CBR is presented in the combined balance sheet at December 31, 2004 as Minority Interest totaling $1,060,645.

12

NOTE 11 — DISCONTINUED OPERATIONS

As disclosed in Note 1, the Company’s ownership interest in PCB was disposed of on December 31, 2004. Accordingly, revenue and net loss from operations of PCB totaling $62,898 and $194,985, respectively, for the year ended December 31, 2004 have been included in Income from Discontinued Operations in accordance with SFAS 144.

NOTE 12 — SUBSEQUENT EVENT

On May 25, 2005, Rail Management Corporation (“RMC”) and various trusts controlled by the K. Earl Durden family entered into an agreement with certain subsidiaries of Genesee & Wyoming, Inc. (GWI Subs) to sell the trusts’ partnership interest in RPLP and certain capital stock, membership interests and partnership interests held by RMC representing substantially all of the rail operations of the two entities. Upon completion of the transaction, the GWI Subs directly or indirectly owned all of the capital stock, membership interests and partnership interests (as applicable) of RPLP, EBL, KWT, and GTC.

RMC and various trusts controlled by the K. Earl Durden family own and operate other businesses which are not being sold to the GWI Subs.

The accompanying combined financial statements are derived from the historical books and records of the Company and do not give effect to any purchase accounting adjustments, which the GWI Subs may record as a result of its acquisition. Certain assets and liabilities on the accompanying balance sheet will not be acquired or assumed by the GWI Subs. Such assets and liabilities will be retained by RMC or were retired at the closing date by the GWI Subs.

13

RAIL PARTNERS LIMITED PARTNERSHIP AND CONSOLIDATED
ENTITIES, AND RAIL MANAGEMENT CORPORATION
UNAUDITED COMBINED BALANCE SHEETS

	March 31,		December 31,
	2005		2004
ASSETS
CURRENT ASSETS
Cash	$	38,142,778	$	45,463,684
Accounts receivable, net of allowance for doubtful accounts of $46,629 (2005 and 2004)		14,487,964		13,072,143
Inventories		1,181,576		963,793
Prepaid expenses and other assets		180,452		484,982
Total current assets		53,992,770		59,984,602
PROPERTY AND EQUIPMENT — NET		58,560,807		58,754,200
OTHER ASSETS
Goodwill		17,333,250		17,333,250
Other assets, net of accumulated amortization of $202,377 (2005) and $194,776 (2004)		218,151		226,152
Total other assets		17,551,401		17,559,402
Total assets	$	130,104,978	$	136,298,204
LIABILITIES AND OWNERS’ CAPITAL
CURRENT LIABILITIES
Current maturities of long-term debt	$	153,916	$	153,916
Accounts payable		10,992,017		10,737,659
Accrued liabilities		18,007,932		18,206,224
Total current liabilities		29,153,865		29,097,799
LONG-TERM DEBT		51,562,688		51,601,167
DEFERRED INCOME TAXES		351,343		351,343
Total liabilities		81,067,896		81,050,309
MINORITY INTEREST		627,928		1,060,645
COMMITMENTS AND CONTINGENCIES
OWNERS’ CAPITAL		48,409,154		54,187,250
Total liabilities and owners’ capital	$	130,104,978	$	136,298,204

See notes to unaudited combined financial statements.

14

RAIL PARTNERS LIMITED PARTNERSHIP AND CONSOLIDATED
ENTITIES, AND RAIL MANAGEMENT CORPORATION
UNAUDITED COMBINED STATEMENTS OF INCOME

	Three Months Ended March 31,
	2005			2004
REVENUES	$	15,438,493		$	14,005,080
OPERATING EXPENSES
General and administrative		2,681,626			2,528,797
Employment expenses		2,385,161			2,174,578
Repairs, maintenance, derailment and fuel		3,123,662			3,490,349
Car hire and operating lease expense		439,451			405,778
Depreciation and amortization		1,678,248			1,644,750
Total operating expenses		10,308,148			10,244,252
OPERATING INCOME		5,130,345			3,760,828
OTHER INCOME (EXPENSE)
Interest income		188,930			73,693
Interest expense		(1,000,000	)		(1,009,375	)
Other — net		44,648			(1,508	)
Total other expense — net		(766,422	)		(937,190	)
INCOME FROM CONTINUING OPERATIONS		4,363,923			2,823,638
INCOME FROM DISCONTINUED OPERATIONS-
Net of income tax provision of $258,054 and $146,372, and minority interest of $256,621 and $98,800, respectively		313,647			95,354
NET INCOME	$	4,677,570		$	2,918,992

See notes to unaudited combined financial statements.

15

RAIL PARTNERS LIMITED PARTNERSHIP AND CONSOLIDATED
ENTITIES, AND RAIL MANAGEMENT CORPORATION
UNAUDITED COMBINED STATEMENTS OF CASH FLOWS

	Three Months Ended March 31,
	2005			2004
OPERATING ACTIVITIES
Net income	$	4,677,570		$	2,918,992
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,784,499			1,770,000
Minority interest		256,621			98,800
(Gain) loss on sale of property and equipment		(46,348	)		(6,492	)
Changes in current assets and liabilities provided (used) cash
Accounts receivable		(1,333,655	)		(315,188	)
Inventories		(217,783	)		387,970
Prepaid expenses and other assets		304,530			239,197
Accounts payable		229,342			(198,180	)
Accrued liabilities		(255,447	)		1,491,858
Net cash provided by operating activities		5,399,329			6,386,957
INVESTING ACTIVITIES
Acquisitions		(1,050,000	)		(79,872	)
Purchases of property and equipment		(547,863	)		(439,093	)
Proceeds from sale of property and equipment		61,107			6,727
Net cash used in investing activities		(1,536,756	)		(512,238	)
FINANCING ACTIVITIES
Principal payments on debt		(38,479	)		(38,479	)
Capital distributions		(11,145,000	)		(2,597,050	)
Net cash used in financing activities		(11,183,479	)		(2,635,529	)
NET (DECREASE) INCREASE IN CASH		(7,320,906	)		3,239,190
CASH — Beginning of period		45,463,684			30,081,827
CASH — End of period	$	38,142,778		$	33,321,017

See notes to unaudited combined financial statements.

16

NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS
MARCH 31, 2005

NOTE 1 — BASIS OF PRESENTATION, ORGANIZATION AND NATURE OF OPERATIONS

Basis of Presentation — The accompanying unaudited combined financial statements of Rail Partners Limited Partnership and Consolidated Entities (“RPLP”) and Rail Management Corporation (“RMC”) (hereinafter collectively referred to as the “Company”) have been prepared by the Company without audit in accordance with accounting principles for interim financial information generally accepted in the United States of America and pursuant to the relevant rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted.

The unaudited combined financial statements include the accounts of the Company as described below and reflect all normal, recurring adjustments which are, in the opinion of management, necessary to present a fair statement of the combined results of operations of the Company in conformity with accounting principles generally accepted in the United States of America for the interim periods presented. The combined results of operations for the three months ended March 31, 2005 are not necessarily indicative of the results that may be expected for future periods or for a full year.

Organization — The combined financial statements include the accounts of RPLP and RMC. Minority interest represents the minority shareholder’s (ASARCO) proportionate share of the equity in Copper Basin Railway, Inc., one of the Company’s consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidating RPLP and in combining RPLP and RMC.

At March 31, 2005, the Company owned, or indirectly owned through affiliated entities, the following entities:

CONSOLIDATED ENTITIES	STATES OF OPERATION
AN Railway, L.L.C. (“ANR”)	Florida
Atlantic and Western Railway, Limited Partnership (“ATW”)	North Carolina
The Bay Line Railroad, L.L.C. (“BAY”)	Florida and Alabama
Copper Basin Railway, Inc. (“CBR”)	Arizona
East Tennessee Railway, L.P. (“ETR”)	Tennessee
Evansville Belt Line Railroad, Inc. (“EBL”)	Indiana
Riceboro Southern Railway, L.L.C. (“RSR”)	Georgia
Galveston Railroad, L.P. (“GRR”)	Texas
Georgia Central Railway, L.P. (“GCR”)	Georgia
KWT Railway, Inc. (“KWT”)	Tennessee and Kentucky
Little Rock and Western Railway, L.P. (“LRW”)	Arkansas
M&B Railroad, L.L.C. (“M&B”)	Mississippi and Alabama
Tomahawk Railway, Limited Partnership (“TRY”)	Wisconsin
Valdosta Railway, L.P. (“VRY”)	Georgia
Western Kentucky Railway, L.L.C. (“WKR”)	Kentucky
Wilmington Terminal Railroad, Limited Partnership (“WTR”)	North Carolina

17

NOTE 1 — BASIS OF PRESENTATION, ORGANIZATION AND NATURE OF OPERATIONS (Continued)

Grizzard Transfer Company (“GTC”)	Georgia
Rail Leasing, Inc. (“RLI”)	Florida
Rail Switching Services, L.L.C. (“RSS”)	Illinois and Ohio

Capital Structure — RPLP and the consolidated entities, except RMC, KWT, GTC, RLI, EBL and CBR, are organized as limited partnerships (“LP”) or limited liabilities companies (“LLC”). Included in the unaudited combined balance sheets of the Company at March 31, 2005 and December 31, 2004 are 6,642.5 membership units of RPLP owned by various trusts controlled by the K. Earl Durden family. All other membership units in the LPs and LLCs are owned by other combined entities and thus are eliminated in combination.

RLI was established as a QSS Subsidiary of RMC pursuant to the applicable provisions of the Internal Revenue Code. RMC and KWT have elected subchapter S status pursuant to the applicable provisions of the Internal Revenue Code. KWT was subsequently converted into a QSS Subsidiary of RMC pursuant to the applicable provisions of the Internal Revenue Code. CBR is organized as a C Corporation. RMC is authorized to issue two series of common stock, which are Series A voting common stock and Series B non-voting common stock. Included in the unaudited combined balance sheets at March 31, 2005 and December 31, 2004 are 10,000 shares (authorized, issued and outstanding) of RMC no par common stock, comprised of 2,896 shares of Series A voting common stock and 7,104 shares of Series B non-voting common stock. The common stock of RLI, KWT, and CBR, except for the 45% minority interest in CBR, is held by other combined entities and thus is eliminated in combination.

On December 31, 2004, Panama City Beach Office Park, LTD (“PCB”), which was owned 99% by RPLP and 1% by RMC, adopted a plan of merger into Durden Enterprises, LLC, a company owned solely by K. Earl Durden (“KED”) and Michael E. Durden (“MED”). RPLP distributed 33.24% of its interest in PCB to RMC, which KED subsequently purchased. KED also purchased RMC’s 1% interest in PCB. RPLP distributed its remaining 66.76% interest in PCB to the various trusts controlled by the K. Earl Durden family. All unit distributions were made at book value.

Profits and losses are allocated to each partner in the LPs and LLCs based upon their respective ownership percentages. Distributions, including distributions in the event of liquidation, are made in accordance with provisions of the partnership agreements and such distributions may vary from the individual partner’s proportionate capital account balances.

Nature of Operations and Customer Concentration — RPLP is a holding company that holds investments in companies operating short-line railroads and other entities in various states that serve a limited number of customers, lease rail cars, and provide certain other services to related and unrelated entities. RMC is a holding company that holds an investment in RPLP, KWT, GTC, EBL, and RLI.

NOTE 2 — RECENT ACCOUNTING PRONOUNCEMENTS

In March 2005, the Financial Accounting Standards Board (“FASB”) issued Interpretation Number 47, Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143 (“FIN47”). FIN 47 clarifies the term “conditional asset retirement obligation” as used in Statement of Financial Accounting Standards (“SFAS”) No. 143, Accounting for Asset Retirement Obligations, and also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. We do not anticipate that the implementation of FIN 47 will have a material impact on our financial position, results of operations or cash flows.

18

NOTE 3 — LONG-TERM DEBT

Long-term debt consists of the following:

	March 31,		December 31,
	2005		2004
Unsecured note payable to an insurance company with an aggregate availability of $80,000,000, interest payable at 8% per annum; principal payments are due in annual installments of $10,000,000 beginning June 30, 2006 and through June 30, 2009. Remaining principal balance due June 30, 2010.	$	50,000,000	$	50,000,000
Note payable to the State of Wisconsin Department of Transportation with no interest; principal payments are due in minimum quarterly installments of $10,304 through 2007, with the remaining balance due December 31, 2008, secured by a building.		535,758		546,062
Note payable to the State of Wisconsin Department of Transportation with no interest; principal payments are due in minimum quarterly installments of $9,750 through 2009, with the remaining balance due December 31, 2010, secured by a building.		609,671		619,421
Note payable to the State of Wisconsin Department of Transportation with no interest; principal payments are due in minimum quarterly installments of $18,425 through 2011, with the remaining balance due December 31, 2012, secured by a building.		571,175		589,600
Total		51,716,604		51,755,083
Less: Current maturities		153,916		153,916
Long-term debt	$	51,562,688	$	51,601,167

The Company has a revolving line of credit with a bank which provides for the Company to borrow up to $15,000,000. The term of the agreement runs through June 30, 2007 unless extended by mutual agreement of the Company and the bank. At March 31, 2005 and December 31, 2004 there were no borrowings under this line of credit.

The Company’s debt agreements contain various restrictions, including the maintenance of minimum financial ratios and limitations on the amount of capital distributions.

NOTE 4 — RELATED PARTY TRANSACTIONS

The Company has entered into various agreements and transactions with ASARCO and with certain entities affiliated with the Company’s shareholders. Amounts included in the combined financial statements as a result of these transactions are as follows:

	March 31,		December 31,
	2005		2004
Balance Sheets
Accounts receivable	$	187,770	$	80,426
Accounts payable		7,076		14,789

19

NOTE 4 — RELATED PARTY TRANSACTIONS (Continued)

	Three Months Ended March 31,
	2005		2004
Statements of Income
Freight revenue	$	1,799,595	$	1,350,900
Management, marketing, consulting and accounting fees		107,706		105,034
Lease expense		20,715		42,658

NOTE 5 — CONTINGENCIES

The Company is self-insured for claims related to employee injuries and general liability, and property claims up to various amounts based on the nature of the claim. In the opinion of management, the ultimate amounts to be paid related to claims existing at March 31, 2005 are not material to the accompanying combined financial statements.

The Company is involved in certain litigation arising in the ordinary course of business. In the opinion of management, the ultimate resolution of these matters will not have a material adverse effect on the Company’s combined financial statements.

NOTE 6 — ACQUISITIONS

On February 28, 2004, RMC purchased the stock of EBL, an existing Subchapter S Corporation. There were 1,000 shares authorized and 89 issued and outstanding with a par value of $1,000. RMC purchased all 89 outstanding shares at the price of $1,250 per share, for a total purchase price of $111,250. EBL owned no real property and was not an operating corporation. Upon the purchase of the stock, RMC filed Form 8869 with the Internal Revenue Service electing the treatment of EBL as a Qualified Subchapter S Subsidiary of RMC, an existing S-Corporation, effective March 1, 2004. Subsequent to the stock acquisition EBL purchased approximately 5.5 miles of track from CSX Transportation, Inc. for the price of $150,000. The purchases were funded using cash on hand.

The components, at fair value, of the acquisition are as follows:

Common stock	$	89,000
Goodwill		22,250
Cash paid for stock acquisition	$	111,250

On July 20, 2004, Riceboro Southern Railway, LLC, was formed to acquire 18.8 miles of track from CSX Transportation in Riceboro, Georgia. The total purchase price for the acquisition was $975,000. The purchase was funded using cash on hand.

The components, at fair value, of the acquisition are as follows:

Railroad track and property $ 975,000

On August 23, 2004, KWT purchased 14 miles of track in Dresden, Tennessee. The total purchase price for the acquisition was $2,408,933. The purchases were funded using cash on hand.

20

NOTE 6 — ACQUISITIONS (Continued)

     The components, at fair value, of the acquisition are as follows:

Railroad track	$	2,032,000
Land		376,933
Cash paid for acquisition	$	2,408,933

NOTE 7 — ASSETS HELD FOR SALE

During the last quarter of 2004 management of RPLP, having the authority to approve the action, entered into negotiations with ASARCO, the minority owner of CBR, to sell RPLP’s 55% ownership interest in CBR. As of the balance sheet date an agreement had not yet been reached, although the sale is expected to take place during the calendar year ending December 31, 2005.

The results of operations of CBR for the three months ended March 31, 2005 and 2004 reflected revenues of $2,746,970 and $1,891,295, respectively and net income of $570,268 and $234,193, respectively, net of income tax provision of $258,054 and $146,372, respectively, and is included in Income from Discontinued Operations. The results of operations for the quarter ended March 31, 2004 have been included in Discontinued Operations in accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (FAS 144).

The carrying amounts of the major classes of assets and liabilities of CBR that are included as part of the combined financial statements that are considered as being held for sale are as follows:

	March 31,		December 31,
	2005		2004
Cash	$	536,294	$	1,146,033
Accounts receivable		763,938		754,963
Inventories		316,748		208,584
Prepaid expenses		411		85,598
Property and equipment-net		1,451,722		1,557,973
Total assets	$	3,069,113	$	3,753,151
Accounts payable	$	180,292	$	600,736
Accrued liabilities		1,142,081		444,083
Deferred income taxes		351,343		351,343
Total liabilities	$	1,673,716	$	1,396,162

ASARCO’s interest in the assets and liabilities of CBR is presented in the combined balance sheet at March 31, 2005 and December 31, 2004 as Minority Interest totaling $627,928 and $1,060,645, respectively.

NOTE 8 — SUBSEQUENT EVENT

On May 25, 2005, Rail Management Corporation (“RMC”) and various trusts controlled by the K. Earl Durden family entered into an agreement with certain subsidiaries of Genesee & Wyoming Inc. (GWI Subs) to sell the trusts’ partnership interest in RPLP and certain capital stock, membership interests and

21

NOTE 8 — SUBSEQUENT EVENT (Continued)

partnership interests held by RMC representing substantially all of the rail operations of the two entities. Upon completion of the transaction, the GWI Subs directly or indirectly owned all of the capital stock, membership interests and partnership interests (as applicable) of RPLP, EBL, KWT, and GTC.

RMC and various trusts controlled by the K. Earl Durden family own and operate other businesses which are not being sold to the GWI Subs.

The accompanying combined financial statements are derived from the historical books and records of the Company and do not give effect to any purchase accounting adjustments, which the GWI Subs may record as a result of its acquisition. Certain assets and liabilities on the accompanying balance sheet will not be acquired or assumed by the GWI Subs. Such assets and liabilities will be retained by RMC or were retired at the closing date by the GWI Subs.

22

EX-99.2

Exhibit 99.2

Genesee & Wyoming Inc.
Unaudited Combined Pro Forma Data
Basis of Presentation

The following unaudited pro forma combined balance sheet and statements of operations combine the historical consolidated financial statements of Genesee & Wyoming Inc. (GWI) and Rail Partners Limited Partnership and Affiliated Entities (Rail Partners). On June 1, 2005, we acquired Rail Partners which consisted of substantially all of the railroad properties of Rail Management Corporation (RMC) for $243.0 million in cash, the assumption of $1.4 million of non-interest bearing debt and $1.3 million in acquisition costs. We have recorded the acquisition using the purchase method of accounting. We funded the $243.0 million cash purchase price through a combination of our newly expanded $225.0 million senior revolving credit facility and by expanding a private placement note agreement to include $125.0 million of 10-Year Senior Floating Rate Notes.

We derived the unaudited pro forma combined balance sheet as of March 31, 2005, and statements of operations for the three months ended March 31, 2005 and the year ended December 31, 2004 from our unaudited financial statements as of March 31, 2005, audited financial statements as of December 31, 2004, the unaudited financial statements of Rail Partners as of March 31, 2005 and audited financial statements of Rail Partners as of December 31, 2004.

The pro forma combined balance sheet as of March 31, 2005, gives effect to the purchase of Rail Partners using the purchase method of accounting as if the acquisition and the borrowings to finance the acquisition had been consummated on March 31, 2005. The pro forma combined statements of operations for the three months ended March 31, 2005 and the year ended December 31, 2004 gives effect to the acquisition using the purchase method of accounting as if the acquisition and the borrowings to finance the acquisition had been consummated on January 1, 2004. The pro forma combined balance sheet and pro forma combined statements of operations also give effect to certain adjustments that are directly attributable to the acquisition of Rail Partners. The Rail Partners operating results reflected in these pro forma operating results include certain senior management, administrative, deferred compensation and other expenses that we do not believe will continue as ongoing expenses but do not qualify for adjustment under the treatment and presentation of pro forma financials.

The unaudited pro forma combined financial statements have been prepared based upon currently available information and assumptions that are deemed appropriate by our management. We are providing the pro forma combined financial information for illustrative purposes only. The companies may have performed differently had they been combined during the periods presented. You should not rely on the unaudited pro forma combined financial information as being indicative of the historical results that would have been achieved had the companies actually been combined during the periods presented or the future results that the combined company will experience. The unaudited pro forma combined statements of operations do not give effect to any cost savings or operating synergies expected to result from the acquisition or the costs to achieve such cost savings or operating synergies.

Genesee & Wyoming Inc.:

Unaudited Pro Forma Financial Statements:

Pro Forma Combined Balance Sheet as of March 31, 2005	3
Pro Forma Combined Statement of Income the Quarter Ended March 31, 2005	4
Pro Forma Combined Statement of Income for the Year Ended December 31, 2004	5
Notes to Unaudited Pro Forma Combined Financial Statements	6 — 12

2

Genesee & Wyoming Inc. and Subsidiaries

Pro Forma Combined Balance Sheets
As of March 31, 2005
(in thousands, except share amounts)
(Unaudited)

							Adjustments for
							Entities Not			Acquisition
	GWI		RMC		Combined		Acquired			Adjustments			Pro Forma
Assets
Current assets:
Cash and cash equivalents	$	24,208	$	38,143	$	62,351	$	(1,728	)	$	(28,830	)	$	31,793
Accounts receivable, net		67,914		14,488		82,402		213			(755	)		81,860
Materials and supplies		4,796		1,182		5,978		(64	)		(209	)		5,705
Prepaid expenses and other		7,977		180		8,157		(86	)		(86	)		8,071
Deferred income tax assets, net		3,191		—		3,191		—			—			3,191
Total current assets		108,086		53,993		162,079		(1,579	)	$	(29,880	)		130,620
PROPERTY AND EQUIPMENT, net		336,106		58,561		394,667		(5,917	)		132,558			521,308
INVESTMENT IN UNCONSOLIDATED AFFILIATES		135,073		—		135,073		—			—			135,073
GOODWILL		24,664		17,333		41,997		(22	)		(17,120	)		24,855
INTANGIBLE ASSETS, net		77,381		—		77,381		—			60,406			137,787
OTHER ASSETS, net		9,716		218		9,934		(81	)		(137	)		9,716
Total assets	$	691,026	$	130,105	$	821,131	$	(7,599	)	$	145,827		$	959,359

3

Pro Forma Combined Balance Sheets
As of March 31, 2005
(in thousands, except share amounts)
(Unaudited)

									Adjustments for
									Entities Not			Acquisition
	GWI			RMC		Combined			Acquired			Adjustments			Pro Forma
Liabilities and stockholders’ equity
Current liabilities:
Current portion of long-term debt	$	4,486		$	154	$	4,640		$	275		$	(429	)	$	4,486
Accounts payable		67,799			10,992		78,791			(256	)		795			79,330
Accrued expenses		23,910			18,008		41,918			(340	)		(5,269	)		36,309
Total current liabilities		96,195			29,154		125,349			(321	)		(4,903	)		120,125
LONG-TERM DEBT, less current portion		121,155			51,563		172,718			—			192,840			365,558
DEFERRED INCOME TAX LIABILITIES, net		52,212			351		52,563			—			(351	)		52,212
DEFERRED ITEMS — grants from governments agencies		46,677			—		46,677			—			—			46,677
DEFERRED GAIN – sale-back		3,424			—		3,424			—			—			3,424
OTHER LONG-TERM LIABILITIES		14,743			—		14,743			—			—			14,743
MINORITY INTEREST		3,440			628		4,068			—			(628	)		3,440
STOCKHOLDERS’ EQUITY:
Class A, common stock		280			—		280			—			—			280
Class B common stock		27			—		27			—			—			27
Additional paid-in capital		161,973			48,409		210,382			(7,278	)		(41,131	)		161,973
Retained earnings		178,954			—		178,954			—						178,954
Accumulated other comprehensive income		25,436			—		25,436			—			—			25,436
Less treasury stock at cost		(12,983	)		—		(12,983	)		—			—			(12,983	)
Less restricted stock, net		(507	)		—		(507	)		—			—			(507	)
Total stockholders’ equity		353,180			48,409		401,589			(7,278	)		(41,131	)		353,180
Total liabilities and stockholders’ equity	$	691,026		$	130,105	$	821,131		$	(7,599	)	$	145,827		$	959,359

4

Genesee & Wyoming Inc. and Subsidiaries
Pro Forma Combined Statement of Income
For the Quarter Ended March 31, 2005
(in thousands, except share amounts)
(Unaudited)

										Adjustments for
										Entities Not			Acquisition
	GWI			RMC			Combined			Acquired			Adjustments			Pro Forma
OPERATING REVENUES	$	84,081		$	15,438		$	99,519		$	(24	)	$	—		$	99,495
OPERATING EXPENSES		69,821			10,308			80,129			87			(28	)		80,188
INCOME FROM OPERATIONS		14,260			5,130			19,390			(111	)		28			19,307
Interest expense		(2,119	)		(1,000	)		(3,119	)		(2	)		(1,662	)		(4,783	)
Other income, net		97			234			331			(9	)		—			322
Income from operations before income taxes and equity earnings		12,238			4,364			16,602			(122	)		(1,634	)		14,846
Provision for income taxes		3,716			—			3,716			—			1,762			5,478
Income before equity earnings		8,522			4,364			12,886			(122	)		(3,396	)		9,368
Equity in net income of international affiliates:
Australian Railroad Group		2,291			—			2,291			—			—			2,291
South America		87			—			87			—			—			87
Income from continuing operations	$	10,900		$	4,364		$	15,264		$	(122	)	$	(3,396	)	$	11,746
Basic earnings per common share	$	0.45		$	0.18		$	0.63		$	0.00		$	(0.14	)	$	0.49
Weighted average shares		24,418			24,418			24,418			24,418			24,418			24,418
Diluted earnings per common share	$	0.39		$	0.16		$	0.55		$	0.00		$	(0.12	)	$	0.43
Weighted average shares and equivalents		27,659			27,659			27,659			27,659			27,659			27,659

5

Genesee & Wyoming Inc. and Subsidiaries
Pro Forma Combined Statement of Income
For the Year Ended December 31, 2004
(in thousands, except share amounts)
(Unaudited)

										Adjustments for
										Entities Not			Acquisition
	GWI			RMC			Combined			Acquired			Adjustments			Pro Forma
OPERATING REVENUES	$	303,784		$	57,060		$	360,844		$	(153	)	$	—		$	360,691
OPERATING EXPENSES		253,745			40,000			293,745			638			(244	)		294,139
INCOME FROM OPERATIONS		50,039			17,060			67,099			(791	)		244			66,552
Interest expense		(11,142	)		(4,019	)		(15,161	)		—			(6,289	)		(21,450	)
Other income, net		(131	)		556			425			(136	)		—			289
Income from operations before income taxes and equity earnings		38,766			13,597			52,363			(927	)		(6,045	)		45,391
Provision for income taxes		16,059			—			16,059			—			2,394			18,453
Income before equity earnings		22,707			13,597			36,304			(927	)		(8,439	)		26,938
Equity in net income of international affiliates:
Australian Railroad Group		14,235			—			14,235			—			—			14,235
South America		677			—			677			—			—			677
Income from continuing operations	$	37,619		$	13,597		$	51,216		$	(927	)	$	(8,439	)	$	41,850
Preferred stock dividends and cost accretion		479			—			479			—			—			479
Income from continuing operations available to common stockholders	$	37,140		$	13,597		$	50,737		$	(927	)	$	(8,439	)	$	41,371
Basic earnings per common share	$	1.54		$	0.56		$	2.10		$	(0.04	)	$	(0.35	)	$	1.71
Weighted average shares		24,138			24,138			24,138			24,138			24,138			24,138
Diluted earnings per common share	$	1.36		$	0.50		$	1.86		$	(0.03	)	$	(0.31	)	$	1.52
Weighted average shares and equivalents		27,402			27,402			27,402			27,402			27,402			27,402

6

NOTE 1. Pro forma balance sheet

The “RMC” column reflects the actual March 31, 2005 balances of Rail Partners Limited Partnership and Consolidated Entities and Rail Management Corporation combined.

The “Adjustments for Entities Not Acquired” column reflects carve out of the actual March 31, 2005 balances of RMC properties not acquired by us as identified in the following table (in thousands):

7

RAIL PARTNERS LIMITED PARTNERSHIP AND CONSOLIDATED ENTITIES, AND RAIL
MANAGEMENT CORPORATION COMPARISON OF CONSOLIDATED ENTITY FINANCIALS TO CARVE OUT FINANCIALS
3/31/2005

	TOTAL		ENTITIES		ENTITIES
	3/31/2005		ACQUIRED		NOT ACQUIRED
Assets
Current Assets
Cash		38,142,778		36,414,816		1,727,962
Accounts receivable		14,487,964		14,700,871		(212,907	)
Inventories		1,181,576		1,181,576		—
Prepaid expenses		180,452		116,915		63,537
Total current assets		53,992,770		52,414,178		1,578,592
Property and Equipment — Net		58,560,807		52,644,117		5,916,690
Other Assets
Goodwill, net of accumulated amortization of $6,566,576		17,333,250		17,311,000		22,250
Other assets, net of accumulated amortization		218,151		136,628		81,523
Total other assets		17,551,401		17,447,628		103,773
Total assets		130,104,978		122,505,923		7,599,055
Liabilities and Owners’ Capital
Current Liabilities
Current maturities of long-term debt		153,916		428,916		(275,000	)
Accounts payable		10,992,017		10,735,922		256,095
Accrued liabilities		18,007,932		17,667,976		339,956
Total current liabilities		29,153,865		28,832,814		321,051
Long-Term Debt		51,562,688		51,562,688		—
Deferred Income Taxes		351,343		351,343		—
Total liabilities		81,067,896		80,746,845		321,051
Minority Interest		627,928		627,928		—
Commitments and Contingencies
Owners’ Capital		48,409,154		41,131,150		7,278,004
Total liabilities and capital		130,104,978		122,505,923		7,599,055

8

The “Acquisition Adjustments” column reflects the following purchase price allocation (in thousands):

Purchase Price:
Cash paid from proceeds of debt	$	243,000
Debt assumed in acquisition		1,403
Acquisition costs (accounts payable)		1,273
Working capital adjustment (accounts payable)		123
Total	$	245,799
Asset Allocation:
Property and equipment ($52,644 existing Rail Partners assets plus revaluation of $132,558)	$	185,202
Intangible assets (customer contracts with a weighted average life of 27.5 years)		60,406
Goodwill		191

The “Acquisition Adjustments” column also reflects the following adjustments to eliminate assets and liabilities not assumed in the acquisition (in thousands):

Eliminate current liabilities for debt, compensation plans and discontinued operations	$	6,299
Eliminate inventory of discontinued operations		(209	)
Eliminate receivables of discontinued operations		(755	)
Eliminate prepaid expenses of discontinued operations		(86	)
Eliminate excess cash		(28,835	)
Eliminate existing goodwill		(17,311	)
Eliminate other assets		(137	)
Eliminate debt		51,563
Eliminate deferred income taxes		351
Eliminate minority interest		628
Eliminate Rail Partners capital		41,131

The purchase price includes $243.0 million paid in cash to RMC, $1.4 million of debt assumed from RMC, a $130,000 working capital adjustment to be paid to RMC, and $1.3 million of acquisition costs. We funded the $243.0 million cash purchase price through a combination of our newly expanded $225.0 million senior revolving credit facility and by expanding a private placement note arrangement with $100.0 million 10-Year Senior Notes and $25.0 million of 7-Year Senior Floating Notes. The revaluation of the property and equipment was based on independent appraisals.

The acquisition of Rail Partners was accounted for under the purchase method of accounting. Accordingly, no current or deferred tax assets or liabilities were assumed in the acquisition because the book basis and tax basis of all assets and liabilities were equal. The total purchase cost of the acquisition was allocated to the assets acquired and liabilities assumed based on available information and certain assumptions that we believe to be reasonable with regard to their respective fair values. Changes to these original estimates are not expected to be material.

9

NOTE 2. Pro forma statements of income

The “RMC” column reflects the actual March 31, 2005 and December 31, 2004 balances of Rail Partners Limited Partnership and Consolidated Entities and Rail Management Corporation combined.

The “Adjustments for Entities Not Acquired” column reflects carve out of the actual March 31, 2005 and December 31, 2004 operations of RMC properties not acquired by us as identified in the following tables (in thousands):

RAIL PARTNERS LIMITED PARTNERSHIP AND CONSOLIDATED ENTITIES, AND RAIL
MANAGEMENT CORPORATION
COMPARISON OF CONSOLIDATED ENTITY FINANCIALS TO CARVE OUT FINANCIALS
3/31/2005

							Net
	TOTAL			CARVE OUT			Carve-Out
	3/31/2005			3/31/2005			Adjustment
Revenues		15,438,493			15,414,493			24,000
Operating Expenses
General and administrative		2,681,626			2,965,388			(283,762	)
Employment expenses		2,385,161			2,385,161			—
Repairs, maintenance, derailment and fuel		3,123,662			3,123,662			—
Car hire and operating lease expense		439,451			439,451			—
Depreciation/Amortization		1,678,248			1,481,499			196,749
Total operating expenses		10,308,148			10,395,161			(87,013	)
Operating Income		5,130,345			5,019,332			111,013
Other Income (Expense)
Interest income		188,930			177,514			11,416
Interest expense		(1,000,000	)		(1,002,266	)		2,266
Other		44,648			47,148			(2,500	)
Total other expense – net		(766,422	)		(777,604	)		11,182
Income from continuing operations		4,363,923			4,241,728			122,195

10

RAIL PARTNERS LIMITED PARTNERSHIP AND CONSOLIDATED ENTITIES, AND RAIL
MANAGEMENT CORPORATION
COMPARISON OF CONSOLIDATED ENTITY FINANCIALS TO CARVE OUT FINANCIALS
12/31/2004

							Net
	TOTAL			CARVE OUT			Carve-Out
	3/31/2005			3/31/2005			Adjustment
Revenues		57,060			56,907			(153	)
Operating Expenses
General and administrative		10,364			11,800			1,436
Employment expenses		9,554			9,554			—
Repairs, maintenance, derailment and fuel		11,861			11,861			—
Car hire and operating lease expense		1,587			1,587			—
Depreciation/Amortization		6,634			5,836			(798	)
Total operating expenses		40,000			40,638			638
Operating Income		17,060			16,269			(791	)
Other Income (Expense)
Interest income		440			419			(21	)
Interest expense		(4,019	)		(4,019	)		—
Other		115			—			115
Total other expense — net		(3,464	)		(3,600	)		(136	)
Income from continuing operations		13,596			12,669			(927	)

11

The “Acquisition Adjustments” column reflects the following adjustments (in thousands):

	December 2004		March 2005
Eliminate maintenance expense which qualifies for capital expenditure treatment in accordance with GWI’s policies.	$	2,388	$	541
Additional depreciation expense related to the property and equipment revaluation over average lives at straight line in accordance with GWI’s policies.	$	2,144	$	513
Additional interest expense, at an assumed blended rate of 4.242%, on $243,000 of new bank and private placement debt (interest expense of $10,308 and $2,664, less amounts already presented). A change in the variable interest rate of 1/8% would result in a change in interest expense of $180,000 on an annual basis.	$	6,289	$	1,662
Income tax effect on Rail Partners and above adjustments at the approximate statutory rate of 39.0% for 2004 and the approximate statutory rate of 39.0% less impact of track maintenance credit for the quarter ended March 31, 2005 for an effective rate of 30.0%.	$	2,394	$	1,762

12