EARNINGS PER COMMON SHARE:

The following table sets forth the computation of basic and diluted earnings per share (EPS) attributable to Genesee & Wyoming Inc. common stockholders for the years ended December 31, 2018, 2017 and 2016 (in thousands, except per share amounts):



	2018		2017		2016
Numerators:
Net income attributable to Genesee & Wyoming Inc.	$	244,418	$	549,051	$	141,137
Denominators:
Weighted average Class A common shares outstanding -Basic	59,745		61,579		57,324
Weighted average Class B common shares outstanding	644		735		790
Dilutive effect of employee stock-based awards	239		150		142
Weighted average shares - Diluted	60,628		62,464		58,256
Earnings per common share attributable to Genesee & Wyoming Inc. common stockholders:
Basic earnings per common share	$	4.09	$	8.92	$	2.46
Diluted earnings per common share	$	4.03	$	8.79	$	2.42

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 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. common stockholders, as the effect of including these shares would have been anti-dilutive (in thousands):



	2018	2017	2016
Anti-dilutive shares	1,035	1,130	1,185

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 ten 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 the Company's 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.

Share Repurchases

In September 2015, the Company's Board of Directors (the Board) authorized the repurchase of up to $300 million of the Company's Class A Common Stock, subject to certain limitations under the Company's credit facility. See Note 8, Long-Term Debt, for additional information regarding the Company's credit facility. The Company began purchasing shares under this plan during 2018 and completed the $300 million share repurchase program in October 2018. The table below presents information regarding shares repurchased by the Company under the $300 million share repurchase program during the year ended December 31, 2018 (in thousands, except for per share amounts):



	2018
Class A Common Stock repurchased	3,910
Average price paid per share of Class A Common Stock repurchased	$	76.70
Shares excluded from weighted-average basic shares outstanding	2,242

In October 2018, the Board authorized a new $500 million repurchase plan of Class A Common Stock, subject to certain limitations under the Company's credit facility. The table below presents information regarding shares repurchased by the Company under the $500 million share repurchase program during the year ended December 31, 2018 (in thousands, except for per share amounts):



	2018
Class A Common Stock repurchased	2,080
Average price paid per share of Class A Common Stock repurchased	$	77.03
Shares excluded from weighted-average basic shares outstanding	125

Repurchased shares are recorded in treasury stock, at cost, which includes any applicable commissions and fees. As of December 31, 2018, the remaining amount authorized for repurchase under the $500 million share repurchase plan was $340 million.

Sales of Unregistered Securities

On November 22, 2017, the Company issued 238,201 shares of its Class A Common Stock upon buyout of its deferred consideration agreements with certain former management shareholders of Freightliner. The issuance was exempt from registration pursuant to Regulation S under the Securities Act of 1933, as amended (the Act). These shares are restricted from trading by contract and are subject to the holding periods required by Rule 144 under the Act. The Company did not receive any cash proceeds from the issuance of these shares. See Note 10, Fair Value of Financial Instruments, for additional information regarding the buyout of the Freightliner deferred consideration agreements.

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 used the net proceeds from the offering to partially fund the acquisition of Pentalver and to repay indebtedness.