EARNINGS PER COMMON SHARE:

The following table sets forth the computation of basic and diluted earnings per share attributable to Genesee & Wyoming Inc. common stockholders (EPS) for the years ended December 31, 2016, 2015 and 2014 (in thousands, except per share amounts):



	2016		2015		2014
Numerators:
Net income attributable to Genesee & Wyoming Inc.	$	141,137	$	225,037	$	260,755
Denominators:
Weighted average Class A common shares outstanding -Basic	57,324		56,734		55,305
Weighted average Class B common shares outstanding	790		884		1,305
Dilutive effect of employee stock-based awards	142		230		362
Weighted average shares - Diluted	58,256		57,848		56,972
Earnings per common share attributable to Genesee & Wyoming Inc. common stockholders:
Basic earnings per common share	$	2.46	$	3.97	$	4.71
Diluted earnings per common share	$	2.42	$	3.89	$	4.58

Weighted average Class B common shares outstanding and common shares issuable under the assumed exercise of stock-based awards computed based on the treasury stock method were the only reconciling items between the Company's basic and diluted weighted average shares outstanding.

The total potential issuable common shares outstanding, which include options, restricted stock units and performance-based restricted stock units, used to calculate weighted average share equivalents for diluted EPS attributable to Genesee & Wyoming Inc. as of December 31, 2016, 2015 and 2014, was as follows (in thousands):



	2016	2015	2014
Potential issuable common shares used to calculate weighted average share equivalents	1,477	1,280	1,063

The following total number of shares of Class A Common Stock issuable under the assumed exercises and lapse of stock-based awards computed based on the treasury stock method were excluded from the calculation of diluted EPS attributable to Genesee & Wyoming Inc., as the effect of including these shares would have been anti-dilutive (in thousands):



	2016	2015	2014
Anti-dilutive shares	1,185	687	304

Common Stock

The authorized capital stock of the Company consists of two classes of common stock designated as Class A Common Stock and Class B Common Stock. The holders of Class A Common Stock and Class B Common Stock are entitled to one vote and 10 votes per share, respectively. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder, subject to the provisions of the Class B Stockholders' Agreement dated as of May 20, 1996. In addition, pursuant to the Class B Stockholders' Agreement, certain transfers of the Class B Common Stock, including transfers to persons other than our executive officers, will result in automatic conversion of Class B Common Stock into shares of Class A Common Stock. Holders of Class A Common Stock and Class B Common Stock shall have identical rights in the event of liquidation.

Dividends declared by the Company's Board of Directors are payable on the outstanding shares of Class A Common Stock or both Class A Common Stock and Class B Common Stock, as determined by the Board of Directors (the Board). If the Board declares a dividend on both classes of stock, then the holder of each share of Class A Common Stock is entitled to receive a dividend that is 10% more than the dividend declared on each share of Class B Common Stock. Stock dividends declared can only be paid in shares of Class A Common Stock. The Company currently intends to retain all earnings to support its operations and future growth and, therefore, does not anticipate the declaration or payment of cash dividends on its common stock in the foreseeable future.

Offerings

On December 13, 2016, the Company completed a public offering of 4,000,000 shares of Class A common stock at $75.00 per share. The Company received net proceeds of $285.8 million after deducting underwriting discounts and commissions and offering expenses from the sale of its Class A common stock. The Company's basic shares outstanding for the year ended December 31, 2016 included weighted average shares of 131,148 as a result of the public offering of Class A common stock. The Company intends to use the net proceeds from the offering to partially fund the acquisition of Pentalver Transport Limited and to repay indebtedness. See Note 3, Changes in Operations, for additional information regarding the Company's acquisition of Pentalver.

On September 19, 2012, the Company completed a public offering of 2,300,000 Tangible Equity Units (TEUs), which included 300,000 TEUs issued as a result of the underwriters' exercise of their over-allotment option, with a stated amount of $100 per unit on September 19, 2012. Each TEU consisted of a prepaid stock purchase contract (Purchase Contract) and a senior amortizing note due October 1, 2015 (Amortizing Note) issued by the Company. On October 1, 2015, the Company settled the prepaid stock purchase contract component of the TEUs with the delivery of 3,539,240 shares of its Class A Common Stock. Accordingly, the 3,539,240 shares were included in the Company's weighted average Class A common shares outstanding - basic and diluted for the year ended December 31, 2015. The Company's basic and diluted EPS calculations for the year ended December 31, 2014 included 2,841,650 shares to reflect the weighted average shares issuable upon settlement of the prepaid stock purchase contract component of the TEUs. For purposes of determining the number of shares included in the calculation, the Company used the market price of its Class A Common Stock at the period end date.

Share Repurchase

On September 29, 2015, the Board authorized the repurchase of up to $300.0 million of the Company's Class A Common Stock, subject to certain limitations. See Note 8, Long-Term Debt for additional information. Through December 31, 2016, the Company has not repurchased any shares of Class A Common Stock under this authorization.