DARIEN, Conn.--(BUSINESS WIRE)--August 1, 2013--Genesee & Wyoming Inc. (G&W) (NYSE: GWR)

Jack Hellmann, President and CEO of G&W commented, “The second quarter of 2013 was the second reporting period in which G&W’s consolidated results included the former RailAmerica railroads. We are pleased to report continued strength in our financial results, with adjusted earnings per share up more than 50%. Our Combined Company same railroad adjusted revenues increased 10% in the second quarter of 2013, led by iron ore in Australia, petroleum products in North America and improving steam coal shipments in the United States. In addition, each of our eleven operating regions effectively managed its costs. As a result, in North America, our adjusted operating ratio improved 2.1 percentage points to 74% and in Australia our adjusted operating ratio improved 4.8 percentage points to 70%.” (3)

“As we enter the second half of 2013, we are focused on commercial development across our broad national footprint, further reducing our costs as well as ensuring the successful start-up of new iron ore projects in both Australia and Canada. With our integrated operations performing well, our balance sheet deleveraging and $400 million of revolver capacity, we also continue to evaluate multiple investment opportunities.”

G&W reported net income in the second quarter of 2013 of $65.1 million, compared with net income of $36.4 million in the second quarter of 2012. Excluding the net impact of certain significant items discussed below, G&W's adjusted net income in the second quarter of 2013 was $65.1 million, compared with adjusted net income of $28.7 million in the second quarter of 2012. (1)

G&W's reported diluted EPS in the second quarter of 2013 were $1.14 with 56.7 million weighted average common shares outstanding, compared with diluted EPS of $0.84 with 43.2 million weighted average common shares outstanding in the second quarter of 2012. Excluding the net impact of significant items discussed below, G&W's adjusted diluted EPS in the second quarter of 2013 were $1.14 with 56.7 million weighted average common shares outstanding, compared with adjusted diluted EPS of $0.67 with 43.2 million weighted average shares outstanding in the second quarter of 2012. (1)

G&W’s effective tax rate was 27.9% in the second quarter of 2013, as compared with 33.6% in the second quarter of 2012. The lower tax rate in the second quarter of 2013 was driven primarily by the extension of the Short Line Tax Credit on January 2, 2013, which had previously expired on December 31, 2011.

In the second quarter of 2013 and 2012, G&W's results included certain significant items that are set forth in the following table ($ in millions, except per share amounts).


		Income/ (Loss) Before Taxes Impact			After-Tax Net Income/ (Loss) Impact			Diluted Earnings/ (Loss) Per Common Share Impact
Q2 2013
	RailAmerica acquisition/integration costs	$	(1.2	)	$	(0.7	)	$	(0.01	)
	Net gain on sale of assets	$	1.0		$	0.7		$	0.01

Q2 2012
	Net gain on sale of assets	$	6.2		$	5.2		$	0.12
	Gain on insurance recoveries	$	5.2		$	3.6		$	0.08
	Business/Corporate development expenses	$	(1.9	)	$	(1.2	)	$	(0.03	)

In the second quarter of 2013, G&W incurred RailAmerica acquisition/integration costs of $1.2 million, primarily associated with employee severance arrangements. In the second quarter of 2013, net gain on the sale of assets was $1.0 million, compared with $6.2 million in the second quarter of 2012. Also in the second quarter of 2012, G&W benefited from insurance recoveries of $5.2 million, primarily related to a business interruption claim associated with lost profits incurred in the first quarter of 2012 as a result of the Edith River Bridge derailment.

In the second quarter of 2013, G&W’s total operating revenues increased $183.3 million, or 84.3%, to $400.7 million, compared with $217.4 million in the second quarter of 2012. The increase included $167.4 million in revenues from new operations, partially offset by a $1.5 million decrease from the net depreciation of foreign currencies relative to the U.S. dollar. Excluding the net impact from foreign currency depreciation, G&W’s same railroad operating revenues, which exclude former RailAmerica railroads, increased $17.4 million, or 8.0%.

G&W’s same railroad freight revenues in the second quarter of 2013 were $173.3 million, compared with $154.2 million in the second quarter of 2012. Excluding $1.2 million from the impact of foreign currency depreciation, G&W’s same railroad freight revenues increased by $20.3 million, or 13.2%.

G&W’s same railroad non-freight revenues in the second quarter of 2013 were $60.1 million, compared with $63.2 million in the second quarter of 2012. Excluding a $0.3 million decrease from the net impact of foreign currency depreciation, G&W’s same railroad non-freight revenues decreased by $2.8 million, or 4.5%, primarily due to a $4.2 million decrease in third-party fuel sales, partially offset by increased switching revenues in Australia. G&W sold its third-party fuel operation in South Australia in the third quarter of 2012.

In the second quarter of 2013, Combined Company same railroad operating revenues increased $32.1 million, or 8.8%, to $398.4 million, excluding a $1.7 million decrease from the net depreciation of foreign currencies relative to the U.S. dollar. Excluding $1.3 million from the impact of foreign currency depreciation, the Combined Company same railroad freight revenues increased by $33.3 million, or 12.6%, to $297.7 million in the second quarter of 2013. Excluding a $0.4 million decrease from the net impact of foreign currency depreciation and a $4.2 million decrease in third-party fuel sales primarily due to the sale of our third-party fuel operation, Combined Company same railroad adjusted non-freight revenues increased by $3.0 million, or 2.9%, to $100.7 million in the second quarter of 2013. (2)

G&W's traffic in the second quarter of 2013 was 480,979 carloads. On a Combined Company basis, traffic increased 34,296 carloads, or 7.7%, compared with traffic in the second quarter of 2012. Excluding 5,291 total carloads from Marquette Rail LLC, which RailAmerica acquired on May 1, 2012, and the Columbus & Chattahoochee Railroad, Inc., which G&W commenced operations on July 1, 2012, Combined Company same-railroad traffic increased 29,005 carloads, or 6.5%, compared with the second quarter of 2012. The traffic increase was principally due to increases of 10,455 carloads of petroleum products traffic (primarily crude oil and liquid petroleum gases in the Pacific, Southern, Mountain West and Canada regions), 7,832 carloads of coal & coke traffic (primarily in the Midwest, Central and Northeast regions, offset by lower shipments in the Ohio Valley Region) and 3,801 carloads of metallic ores traffic (primarily the Australia Region). All remaining traffic increased by a net 6,917 carloads.

G&W's income from operations in the second quarter of 2013 was $107.4 million, compared with $62.5 million in the second quarter of 2012. G&W’s operating ratio in the second quarter of 2013 was 73.2%, compared with an operating ratio of 71.3% in the second quarter of 2012. Income from operations in the second quarter of 2013 included $1.2 million of RailAmerica acquisition and integration costs, offset by a $1.0 million net gain on the sale of assets. In the second quarter of 2012, income from operations included a $6.2 million gain on the sale of assets and $5.2 million from insurance recoveries, primarily related to the Edith River Bridge derailment, partially offset by $1.9 million of business/corporate development expenses. Excluding these items, G&W’s adjusted income from operations increased $54.7 million, or 103.2%, to $107.6 million. G&W’s adjusted operating ratio improved 250 basis points to 73.2% in the second quarter of 2013, compared with 75.7% in the second quarter of 2012. (3)

a) The 2013 period included $9.6 million in cash paid for expenses related to the integration of RailAmerica.

G&W’s free cash flow from continuing operations for the six months ended June 30, 2013 and 2012 was $59.2 million and $10.7 million, respectively. (4)

As previously announced, G&W's conference call to discuss financial results for the second quarter will be held on Thursday, August 1, 2013, at 11:00 am EDT. The dial-in number for the teleconference in the U.S. is (877) 209-9922; outside the U.S. is (612) 332-1210, or the call may be accessed live over the Internet (listen only) at www.gwrr.com/investors, by selecting "Second Quarter Earnings Conference Call Webcast." Management will be referring to a slide presentation that will also be available at gwrr.com/investors. The webcast will be archived at www.gwrr.com/investors, until the following quarter’s earnings press release. Telephone replay is available for 30 days beginning at 1:00 p.m. EDT on August 1 by dialing (800) 475-6701 (or outside the U.S., dial 320-365-3844). The access code is 277583.

G&W owns and operates short line and regional freight railroads in the United States, Australia, Canada, the Netherlands and Belgium. In addition, G&W operates the 1,400-mile Tarcoola to Darwin rail line, which links the Port of Darwin with the Australian interstate rail network in South Australia. Operations currently include 111 railroads organized in 11 regions, with nearly 15,000 miles of owned and leased track, 4,600 employees and over 2,000 customers. We provide rail service at 36 ports in North America, Australia and Europe and perform contract coal loading and railcar switching for industrial customers.

This press release contains forward-looking statements regarding future events and the future performance of Genesee & Wyoming Inc. that are based on current expectations, estimates and projections about our industry, management's beliefs, and assumptions made by management. Words such as "anticipates," "intends," "plans," "believes," "could," "should," "seeks," "expects," "estimates," "trends," "outlook," variations of these words and similar expressions are intended to identify these forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to forecast, including the following: risks related to the operation of our railroads; integration of acquisitions; economic, political and industry conditions (including employee strikes or work stoppages); customer demand and changes in our operations, retention and contract continuation; legislative and regulatory developments, including changes in environmental and other laws and regulations to which we are subject; increased competition in relevant markets; funding needs and financing sources, including our ability to obtain government funding for capital projects; international complexities of operations, currency fluctuations, finance, tax and decentralized management; challenges of managing rapid growth including retention and development of senior leadership; unpredictability of fuel costs; susceptibility to various legal claims and lawsuits; increase in, or volatility associated with, expenses related to estimated claims, self-insured retention amounts, and insurance coverage limits; consummation of new business opportunities; exposure to the credit risk of customers and counterparties; severe weather conditions and other natural occurrences, which could result in shutdowns, derailments or other substantial disruption of operations; susceptibility to the risks of doing business in foreign countries; our success integrating RailAmerica railroads into our operations and our ability to realize the expected synergies associated with the acquisition of RailAmerica; and others including, but not limited to, those noted in our 2012 Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q under “Risk Factors.” Therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Forward-looking statements speak only as of the date of this press release or as of the date they were made. G&W does not undertake, and expressly disclaims, any duty to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

1. Adjusted net income and adjusted diluted earnings per common share are non-GAAP financial measures and are not intended to replace the net income and diluted earnings per common share calculated on a basis consistent with GAAP. The information required by Item 10(e) of Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934 and Regulation G under the Securities Exchange Act of 1934, including a reconciliation to net income and diluted earnings per common share calculated using amounts determined in accordance with GAAP, is included in the tables attached to this press release.

2. To provide comparative context for 2013 consolidated revenues and traffic volumes, G&W is providing “Combined Company” comparisons for those items as though the RailAmerica railroads were owned by G&W during 2012. In doing so, G&W has amended RailAmerica’s 2012 information to conform with G&W’s reporting methodology. Combined Company revenues include both RailAmerica and G&W operating revenues for the second quarter of 2012. Combined Company same railroad revenues exclude operating revenues from Marquette Rail LLC, which RailAmerica acquired on May 1, 2012, and Columbus & Chattahoochee Railroad, Inc., which G&W commenced operations on July 1, 2012. Combined Company same railroad adjusted revenues exclude revenues from fuel sales to third parties and the net impact from foreign currency depreciation. The Combined Company same railroad adjusted revenues that exclude the items described above is a non-GAAP financial measure and is not intended to replace same railroad operating revenues, its most directly comparable GAAP measure. The information required by Item 10(e) of Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934 and Regulation G under the Securities Exchange Act of 1934, including a reconciliation to operating revenues calculated using amounts determined in accordance with GAAP, is included in the tables attached to this press release.

3. Adjusted income from operations and adjusted operating ratios are non-GAAP financial measures and are not intended to replace income from operations and operating ratios calculated using total operating expenses and total revenues, calculated on a basis consistent with GAAP. The information required by Item 10(e) of Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934 and Regulation G under the Securities Exchange Act of 1934, including a reconciliation to income from operations and operating ratios calculated using amounts determined in accordance with GAAP, is included in the tables attached to this press release.

4. Free cash flow is a non-GAAP financial measure and is not intended to replace net cash provided by operating activities, its most directly comparable GAAP measure. The information required by Item 10(e) of Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934 and Regulation G under the Securities Exchange Act of 1934, including a reconciliation to net cash provided by operating activities, is included in the tables attached to this press release.


GENESEE & WYOMING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012
(in thousands, except per share amounts)
(unaudited)

		Three Months Ended						Six Months Ended
		June 30,						June 30,
			2013			2012			2013			2012

OPERATING REVENUES		$	400,741		$	217,419		$	775,949		$	424,855

OPERATING EXPENSES			293,324			154,946			592,332			321,068
INCOME FROM OPERATIONS			107,417			62,473			183,617			103,787

INTEREST INCOME			950			964			1,993			1,831
INTEREST EXPENSE			(17,203	)		(8,622	)		(37,323	)		(17,238	)
OTHER(LOSS)/INCOME, NET			(879	)		15			(197	)		999

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES			90,285			54,830			148,090			89,379

PROVISION FOR INCOME TAXES			(25,226	)		(18,443	)		(294	)		(30,748	)

INCOME FROM CONTINUING OPERATIONS			65,059			36,387			147,796			58,631

LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX			(9	)		(24	)		(18	)		(27	)

NET INCOME			65,050			36,363			147,778			58,604
LESS:	NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST		280			-			446			-
LESS:	SERIES A-1 PREFERRED STOCK DIVIDEND		-			-			2,139			-
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS		$	64,770		$	36,363		$	145,193		$	58,604

BASIC EARNINGS PER COMMON SHARE ATTRIBUTABLE TO GENESEE & WYOMING INC. COMMON STOCKHOLDERS:
BASIC EARNINGS PER COMMON SHARE FROM CONTINUING OPERATIONS		$	1.19		$	0.90		$	2.75		$	1.45
BASIC LOSS PER COMMON SHARE FROM DISCONTINUED OPERATIONS			-			-			-			-
BASIC EARNINGS PER COMMON SHARE		$	1.19		$	0.90		$	2.75		$	1.45

WEIGHTED AVERAGE SHARES - BASIC			54,434			40,614			52,891			40,487

DILUTED EARNINGS PER COMMON SHARE ATTRIBUTABLE TO GENESEE & WYOMING INC. COMMON STOCKHOLDERS:
DILUTED EARNINGS PER COMMON SHARE FROM CONTINUING OPERATIONS		$	1.14		$	0.84		$	2.60		$	1.36
DILUTED LOSS PER COMMON SHARE FROM DISCONTINUED OPERATIONS			-			-			-			-
DILUTED EARNINGS PER COMMON SHARE		$	1.14		$	0.84		$	2.60		$	1.36

WEIGHTED AVERAGE SHARES - DILUTED			56,676			43,153			56,633			43,116


GENESEE & WYOMING INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2013 AND DECEMBER 31, 2012
(in thousands)
(unaudited)

	June 30,		December 31,
ASSETS	2013		2012

CURRENT ASSETS:
Cash and cash equivalents	$	18,537	$	64,772
Accounts receivable, net		309,314		262,949
Materials and supplies		31,601		32,389
Prepaid expenses and other		52,219		33,586
Deferred income tax assets, net		64,672		71,556
Total current assets		476,343		465,252

PROPERTY AND EQUIPMENT, net		3,359,546		3,396,295
GOODWILL		637,150		634,953
INTANGIBLE ASSETS, net		654,919		670,206
DEFERRED INCOME TAX ASSETS, net		3,492		2,396
OTHER ASSETS, net		78,949		57,013
Total assets	$	5,210,399	$	5,226,115

LIABILITIES AND EQUITY

CURRENT LIABILITIES:
Current portion of long-term debt	$	96,788	$	87,569
Accounts payable		212,435		232,121
Accrued expenses		96,665		93,971
Deferred income tax liabilities, net		1,097		3,083
Total current liabilities		406,985		416,744

LONG-TERM DEBT, less current portion		1,640,791		1,770,566
DEFERRED INCOME TAX LIABILITIES, net		843,896		862,734
DEFERRED ITEMS - grants from outside parties		241,768		228,579
OTHER LONG-TERM LIABILITIES		49,601		47,506
SERIES A-1 PREFERRED STOCK		-		399,524

TOTAL EQUITY		2,027,358		1,500,462
Total liabilities and equity	$	5,210,399	$	5,226,115


GENESEE & WYOMING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012
(in thousands)
(unaudited)

	Six Months Ended
	June 30,
		2013			2012

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	147,778		$	58,604
Adjustments to reconcile net income to net cash provided
by operating activities:
Loss from discontinued operations, net of tax		18			27
Depreciation and amortization		68,384			35,967
Compensation cost related to equity awards		10,749			3,948
Excess tax benefits from share-based compensation		(5,666	)		(2,687	)
Deferred income taxes		(18,802	)		21,608
Net gain on sale of assets		(2,716	)		(7,429	)
Gain on insurance recoveries		-			(5,186	)
Insurance proceeds received		10,353			21,373
Changes in assets and liabilities which (used) provided cash, net of effect of acquisitions:
Accounts receivable, net		(45,254	)		3,617
Materials and supplies		(1,842	)		(1,870	)
Prepaid expenses and other		(2,111	)		(2,331	)
Accounts payable and accrued expenses		(13,412	)		(35,365	)
Other assets and liabilities, net		5,242			579
Net cash provided by operating activities from continuing operations		152,721			90,855
Net cash used in operating activities from discontinued operations		(18	)		(27	)
Net cash provided by operating activities		152,703			90,828

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(112,334	)		(106,538	)
Grant proceeds from outside parties		6,008			18,281
Cash paid for acquisitions, net of cash acquired		-			(837	)
Proceeds from disposition of property and equipment		3,198			8,141
Net cash used in investing activities from continuing operations		(103,128	)		(80,953	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term borrowings, including capital leases		(267,961	)		(131,390	)
Proceeds from issuance of long-term debt		168,998			133,118
Debt amendment costs		(1,880	)		-
Proceeds from employee stock purchases		9,177			10,742
Treasury stock purchases		(7,735	)		(1,763	)
Dividends paid on Series A-1 Preferred Stock		(2,139	)		-
Excess tax benefits from share-based compensation		5,666			2,687
Net cash (used in) provided by financing activities from continuing operations		(95,874	)		13,394

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		64			(319	)

(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS		(46,235	)		22,950
CASH AND CASH EQUIVALENTS, beginning of period		64,772			27,269
CASH AND CASH EQUIVALENTS, end of period	$	18,537		$	50,219


GENESEE & WYOMING INC. AND SUBSIDIARIES
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(dollars in thousands)
(unaudited)

	Three Months Ended
	June 30,
	2013					2012
				% of					% of
	Amount			Revenue		Amount			Revenue
Revenues:
Freight	$	299,849		74.8	%	$	154,176		70.9	%
Non-freight		100,892		25.2	%		63,243		29.1	%

Total revenues	$	400,741		100.0	%	$	217,419		100.0	%

Operating Expense Comparison:
Natural Classification
Labor and benefits	$	109,781		27.4	%	$	61,366		28.3	%
Equipment rents		18,993		4.8	%		8,967		4.1	%
Purchased services		30,151		7.5	%		19,313		8.9	%
Depreciation and amortization		34,161		8.5	%		18,334		8.4	%
Diesel fuel used in operations		34,694		8.7	%		21,134		9.8	%
Diesel fuel sold to third parties		93		0.0	%		4,111		1.9	%
Casualties and insurance		10,043		2.5	%		5,943		2.7	%
Materials		23,235		5.8	%		6,783		3.1	%
Trackage rights		10,445		2.6	%		6,401		3.0	%
Net gain on sale of assets		( 1,009	)	(0.3	%)		( 6,199	)	(2.9	%)
Gain on insurance recoveries		-		0.0	%		( 5,186	)	(2.4	%)
Other expenses		21,774		5.5	%		13,979		6.4	%
RailAmerica integration costs		963		0.2	%		-		0.0	%

Total operating expenses	$	293,324		73.2	%	$	154,946		71.3	%

Functional Classification
Transportation	$	108,826		27.2	%	$	66,228		30.5	%
Maintenance of ways and structures		41,961		10.5	%		22,511		10.4	%
Maintenance of equipment		41,275		10.3	%		22,759		10.5	%
Diesel fuel sold to third parties		93		0.0	%		4,111		1.9	%
General and administrative		54,366		13.6	%		32,388		14.9	%
Construction costs		12,688		3.2	%		-		0.0	%
RailAmerica integration costs		963		0.2	%		-		0.0	%
Net gain on sale of assets		( 1,009	)	(0.3	%)		( 6,199	)	(2.9	%)
Gain on insurance recoveries		-		0.0	%		( 5,186	)	(2.4	%)
Depreciation and amortization		34,161		8.5	%		18,334		8.4	%

Total operating expenses	$	293,324		73.2	%	$	154,946		71.3	%


GENESEE & WYOMING INC. AND SUBSIDIARIES
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(dollars in thousands)
(unaudited)

Three Months Ended June 30, 2013	North American & European Operations					Australian Operations					Total Operations
Revenues:	Amount			% of Total Revenues		Amount			% of Total Revenues		Amount			% of Total Revenues
Freight	$	232,996		73.5	%	$	66,853		80.0	%	$	299,849		74.8	%
Non-freight (excluding fuel sales)		84,220		26.5	%		16,573		19.9	%		100,793		25.2	%
Fuel sales to third parties		-		0.0	%		99		0.1	%		99		0.0	%
Total revenues		317,216		100.0	%		83,525		100.0	%		400,741		100.0	%

Operating expenses
Labor and benefits		92,088		29.0	%		17,693		21.2	%		109,781		27.4	%
Equipment rents		16,375		5.2	%		2,618		3.1	%		18,993		4.8	%
Purchased services		16,791		5.3	%		13,360		16.0	%		30,151		7.5	%
Depreciation and amortization		27,388		8.6	%		6,773		8.1	%		34,161		8.5	%
Diesel fuel used in operations		26,953		8.5	%		7,741		9.2	%		34,694		8.7	%
Diesel fuel sold to third parties		-		0.0	%		93		0.1	%		93		0.0	%
Casualties and insurance		7,774		2.5	%		2,269		2.7	%		10,043		2.5	%
Materials		22,602		7.1	%		633		0.8	%		23,235		5.8	%
Trackage rights		4,954		1.5	%		5,491		6.6	%		10,445		2.7	%
Net gain on sale of assets		(661	)	(0.2	%)		(348	)	(0.4	%)		(1,009	)	(0.3	%)
Gain on insurance recoveries		-		0.0	%		-		0.0	%		-		0.0	%
Other expenses		19,867		6.3	%		1,907		2.3	%		21,774		5.4	%
RailAmerica integration costs		963		0.3	%		-		0.0	%		963		0.2	%
Total operating expenses		235,094		74.1	%		58,230		69.7	%		293,324		73.2	%

Income from Operations	$	82,122				$	25,295				$	107,417

Carloads		417,106					63,873					480,979

Net expenditures for additions to property & equipment	$	59,215				$	13,558				$	72,773

Three Months Ended June 30, 2012	North American & European Operations					Australian Operations					Total Operations
Revenues:	Amount			% of Total Revenues		Amount			% of Total Revenues		Amount			% of Total Revenues
Freight	$	101,996		70.3	%	$	52,180		72.1	%	$	154,176		70.9	%
Non-freight (excluding fuel sales)		43,059		29.7	%		15,846		21.9	%		58,905		27.1	%
Fuel sales to third parties		-		0.0	%		4,338		6.0	%		4,338		2.0	%
Total revenues		145,055		100.0	%		72,364		100.0	%		217,419		100.0	%

Operating expenses
Labor and benefits		47,281		32.6	%		14,085		19.5	%		61,366		28.3	%
Equipment rents		6,302		4.3	%		2,665		3.7	%		8,967		4.1	%
Purchased services		6,471		4.5	%		12,842		17.7	%		19,313		8.9	%
Depreciation and amortization		12,541		8.7	%		5,793		8.0	%		18,334		8.4	%
Diesel fuel used in operations		13,017		9.0	%		8,117		11.2	%		21,134		9.8	%
Diesel fuel sold to third parties		-		0.0	%		4,111		5.7	%		4,111		1.9	%
Casualties and insurance		3,950		2.7	%		1,993		2.8	%		5,943		2.7	%
Materials		6,268		4.3	%		515		0.7	%		6,783		3.1	%
Trackage rights		3,602		2.5	%		2,799		3.8	%		6,401		3.0	%
Net gain on sale of assets		(6,184	)	(4.3	%)		(15	)	(0.0	%)		(6,199	)	(2.9	%)
Gain on insurance recoveries		-		0.0	%		(5,186	)	(7.2	%)		(5,186	)	(2.4	%)
Other expenses		11,909		8.2	%		2,070		2.9	%		13,979		6.4	%
Total operating expenses		105,157		72.5	%		49,789		68.8	%		154,946		71.3	%

Income from Operations	$	39,898				$	22,575				$	62,473

Carloads		176,597					55,718					232,315

Net expenditures for additions to property & equipment	$	13,934				$	32,442				$	46,376


GENESEE & WYOMING INC. AND SUBSIDIARIES
RAILROAD FREIGHT REVENUES, CARLOADS AND AVERAGE REVENUES PER CARLOAD
COMPARISON BY COMMODITY GROUP
(in thousands, except average revenues per carload)
(unaudited)

Three Months Ended June 30, 2013

	North American & European Operations					Australian Operations					Total Operations
	Freight			Average Revenues		Freight			Average Revenues		Freight			Average Revenues
Commodity Group	Revenues		Carloads	Per Carload		Revenues		Carloads	Per Carload		Revenues		Carloads	Per Carload

Agricultural Products	$	21,901	42,765	$	512	$	11,337	18,722	$	606	$	33,238	61,487	$	541
Metallic Ores **		4,130	5,044		819		27,672	12,335		2,243		31,802	17,379		1,830
Chemicals & Plastics		33,269	42,331		786		-	-		-		33,269	42,331		786
Metals		33,101	44,815		739		-	-		-		33,101	44,815		739
Pulp & Paper		27,275	41,372		659		-	-		-		27,275	41,372		659
Coal & Coke		26,731	80,345		333		-	-		-		26,731	80,345		333
Minerals & Stone		23,442	44,276		529		2,989	16,443		182		26,431	60,719		435
Intermodal*		163	1,536		106		24,408	16,294		1,498		24,571	17,830		1,378
Lumber & Forest Products		20,435	34,506		592		-	-		-		20,435	34,506		592
Petroleum Products		15,980	28,211		566		447	79		5,658		16,427	28,290		581
Food or Kindred Products		7,696	13,098		588		-	-		-		7,696	13,098		588
Waste		5,886	11,104		530		-	-		-		5,886	11,104		530
Autos & Auto Parts		7,329	10,018		732		-	-		-		7,329	10,018		732
Other		5,658	17,685		320		-	-		-		5,658	17,685		320

Totals	$	232,996	417,106	$	559	$	66,853	63,873	$	1,047	$	299,849	480,979	$	623

* Represents intermodal units
** Includes carload and intermodal units

Three Months Ended June 30, 2012

	North American & European Operations					Australian Operations					Total Operations
	Freight			Average Revenues		Freight			Average Revenues		Freight			Average Revenues
Commodity Group	Revenues		Carloads	Per Carload		Revenues		Carloads	Per Carload		Revenues		Carloads	Per Carload

Agricultural Products	$	4,805	10,274	$	468	$	11,491	16,308	$	705	$	16,296	26,582	$	613
Metallic Ores **		2,721	2,883		944		13,770	8,265		1,666		16,491	11,148		1,479
Chemicals & Plastics		13,880	17,198		807		-	-		-		13,880	17,198		807
Metals		15,474	23,923		647		-	-		-		15,474	23,923		647
Pulp & Paper		15,850	23,540		673		-	-		-		15,850	23,540		673
Coal & Coke		16,457	39,686		415		-	-		-		16,457	39,686		415
Minerals & Stone		10,297	19,579		526		3,343	15,959		209		13,640	35,538		384
Intermodal*		170	1,624		105		22,917	15,086		1,519		23,087	16,710		1,382
Lumber & Forest Products		8,687	17,699		491		-	-		-		8,687	17,699		491
Petroleum Products		5,220	5,982		873		659	100		6,590		5,879	6,082		967
Food or Kindred Products		1,242	2,564		484		-	-		-		1,242	2,564		484
Waste		3,171	4,968		638		-	-		-		3,171	4,968		638
Autos & Auto Parts		2,115	2,546		831		-	-		-		2,115	2,546		831
Other		1,907	4,131		462		-	-		-		1,907	4,131		462

Totals	$	101,996	176,597	$	578	$	52,180	55,718	$	937	$	154,176	232,315	$	664

* Represents intermodal units
** Includes carload and intermodal units


GENESEE & WYOMING INC. AND SUBSIDIARIES
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(dollars in thousands)
(unaudited)

	Six Months Ended
	June 30,
	2013					2012
				% of					% of
	Amount			Revenue		Amount			Revenue
Revenues:
Freight	$	580,953		74.9	%	$	298,760		70.3	%
Non-freight		194,996		25.1	%		126,095		29.7	%

Total revenues	$	775,949		100.0	%	$	424,855		100.0	%

Operating Expense Comparison:
Natural Classification
Labor and benefits	$	219,087		28.3	%	$	127,123		29.9	%
Equipment rents		37,701		4.9	%		18,784		4.4	%
Purchased services		59,147		7.6	%		37,350		8.8	%
Depreciation and amortization		68,384		8.8	%		35,967		8.5	%
Diesel fuel used in operations		73,879		9.5	%		43,132		10.2	%
Diesel fuel sold to third parties		351		0.0	%		9,101		2.1	%
Casualties and insurance		17,994		2.3	%		11,490		2.7	%
Materials		42,564		5.5	%		12,890		3.0	%
Trackage rights		19,365		2.5	%		12,074		2.8	%
Net gain on sale of assets		( 2,716	)	(0.4	%)		( 7,429	)	(1.7	%)
Gain on insurance recoveries		-		0.0	%		( 5,186	)	(1.2	%)
Other expenses		42,846		5.5	%		25,772		6.1	%
RailAmerica integration costs		13,730		1.8	%		-		0.0	%

Total operating expenses	$	592,332		76.3	%	$	321,068		75.6	%

Functional Classification
Transportation	$	219,152		28.3	%	$	134,392		31.6	%
Maintenance of ways and structures		80,277		10.4	%		43,804		10.3	%
Maintenance of equipment		81,538		10.5	%		45,460		10.7	%
Diesel fuel sold to third parties		351		0.0	%		9,101		2.1	%
General and administrative		111,126		14.3	%		64,959		15.3	%
Construction costs		20,490		2.6	%		-		0.0	%
RailAmerica integration costs		13,730		1.8	%		-		0.0	%
Net gain on sale of assets		( 2,716	)	(0.4	%)		( 7,429	)	(1.7	%)
Gain on insurance recoveries		-		0.0	%		( 5,186	)	(1.2	%)
Depreciation and amortization		68,384		8.8	%		35,967		8.5	%

Total operating expenses	$	592,332		76.3	%	$	321,068		75.6	%


GENESEE & WYOMING INC. AND SUBSIDIARIES
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(dollars in thousands)
(unaudited)

Six Months Ended June 30, 2013	North American & European Operations					Australian Operations					Total Operations
Revenues:	Amount			% of Total Revenues		Amount			% of Total Revenues		Amount			% of Total Revenues
Freight	$	453,842		73.6	%	$	127,111		79.6	%	$	580,953		74.9	%
Non-freight (excluding fuel sales)		162,469		26.4	%		32,158		20.2	%		194,627		25.1	%
Fuel sales to third parties		-		0.0	%		369		0.2	%		369		0.0	%
Total revenues		616,311		100.0	%		159,638		100.0	%		775,949		100.0	%

Operating expenses
Labor and benefits		184,785		30.0	%		34,302		21.4	%		219,087		28.3	%
Equipment rents		32,468		5.3	%		5,233		3.3	%		37,701		4.9	%
Purchased services		33,497		5.5	%		25,650		16.1	%		59,147		7.6	%
Depreciation and amortization		54,799		8.9	%		13,585		8.5	%		68,384		8.8	%
Diesel fuel used in operations		58,561		9.5	%		15,318		9.6	%		73,879		9.5	%
Diesel fuel sold to third parties		-		0.0	%		351		0.2	%		351		0.0	%
Casualties and insurance		13,575		2.2	%		4,419		2.8	%		17,994		2.3	%
Materials		41,371		6.7	%		1,193		0.7	%		42,564		5.5	%
Trackage rights		9,724		1.5	%		9,641		6.0	%		19,365		2.5	%
Net gain on sale of assets		(2,368	)	(0.4	%)		(348	)	(0.2	%)		(2,716	)	(0.4	%)
Other expenses		39,253		6.4	%		3,593		2.3	%		42,846		5.5	%
RailAmerica integration costs		13,730		2.2	%		-		0.0	%		13,730		1.8	%
Total operating expenses		479,395		77.8	%		112,937		70.7	%		592,332		76.3	%

Income from Operations	$	136,916				$	46,701				$	183,617

Carloads		812,077					119,206					931,283

Net expenditures for additions to property & equipment	$	73,926				$	32,400				$	106,326

Six Months Ended June 30, 2012	North American & European Operations					Australian Operations					Total Operations
Revenues:	Amount			% of Total Revenues		Amount			% of Total Revenues		Amount			% of Total Revenues
Freight	$	204,044		70.6	%	$	94,716		69.8	%	$	298,760		70.3	%
Non-freight (excluding fuel sales)		85,084		29.4	%		31,387		23.1	%		116,471		27.4	%
Fuel sales to third parties		-		0.0	%		9,624		7.1	%		9,624		2.3	%
Total revenues		289,128		100.0	%		135,727		100.0	%		424,855		100.0	%

Operating expenses
Labor and benefits		98,371		34.0	%		28,752		21.2	%		127,123		29.9	%
Equipment rents		13,028		4.5	%		5,756		4.2	%		18,784		4.4	%
Purchased services		12,736		4.4	%		24,614		18.1	%		37,350		8.8	%
Depreciation and amortization		24,859		8.6	%		11,108		8.2	%		35,967		8.5	%
Diesel fuel used in operations		28,226		9.8	%		14,906		11.0	%		43,132		10.2	%
Diesel fuel sold to third parties		-		0.0	%		9,101		6.7	%		9,101		2.1	%
Casualties and insurance		7,362		2.5	%		4,128		3.0	%		11,490		2.7	%
Materials		12,152		4.2	%		738		0.5	%		12,890		3.0	%
Trackage rights		6,677		2.3	%		5,397		4.0	%		12,074		2.8	%
Net gain on sale of assets		(7,295	)	(2.5	%)		(134	)	(0.1	%)		(7,429	)	(1.7	%)
Gain on insurance recoveries		-		0.0	%		(5,186	)	(3.8	%)		(5,186	)	(1.2	%)
Other expenses		21,801		7.5	%		3,971		2.9	%		25,772		6.1	%
Total operating expenses		217,917		75.3	%		103,151		75.9	%		321,068		75.6	%

Income from Operations	$	71,211				$	32,576				$	103,787

Carloads		350,853					103,640					454,493

Net expenditures for additions to property & equipment	$	26,738				$	61,519				$	88,257


GENESEE & WYOMING INC. AND SUBSIDIARIES
RAILROAD FREIGHT REVENUES, CARLOADS AND AVERAGE REVENUES PER CARLOAD
COMPARISON BY COMMODITY GROUP
(in thousands, except average revenues per carload)
(unaudited)

Six Months Ended June 30, 2013

	North American & European Operations					Australian Operations					Total Operations
	Freight			Average Revenues		Freight			Average Revenues		Freight			Average Revenues
Commodity Group	Revenues		Carloads	Per Carload		Revenues		Carloads	Per Carload		Revenues		Carloads	Per Carload

Agricultural Products	$	45,757	90,534	$	505	$	22,507	34,394	$	654	$	68,264	124,928	$	546
Metallic Ores **		8,168	10,118		807		50,913	22,073		2,307		59,081	32,191		1,835
Chemicals & Plastics		65,349	83,239		785		-	-		-		65,349	83,239		785
Metals		62,347	86,438		721		-	-		-		62,347	86,438		721
Pulp & Paper		53,736	82,150		654		-	-		-		53,736	82,150		654
Coal & Coke		53,223	155,905		341		-	-		-		53,223	155,905		341
Minerals & Stone		42,670	79,015		540		6,080	31,929		190		48,750	110,944		439
Intermodal*		355	3,337		106		46,661	30,669		1,521		47,016	34,006		1,383
Lumber & Forest Products		40,181	68,131		590		-	-		-		40,181	68,131		590
Petroleum Products		32,641	55,362		590		950	141		6,738		33,591	55,503		605
Food or Kindred Products		15,521	26,692		581		-	-		-		15,521	26,692		581
Waste		10,901	20,119		542		-	-		-		10,901	20,119		542
Autos & Auto Parts		13,183	17,974		733		-	-		-		13,183	17,974		733
Other		9,810	33,063		297		-	-		-		9,810	33,063		297

Totals	$	453,842	812,077	$	559	$	127,111	119,206	$	1,066	$	580,953	931,283	$	624

* Represents intermodal units
** Includes carload and intermodal units

Six Months Ended June 30, 2012

	North American & European Operations					Australian Operations					Total Operations
	Freight			Average Revenues		Freight			Average Revenues		Freight			Average Revenues
Commodity Group	Revenues		Carloads	Per Carload		Revenues		Carloads	Per Carload		Revenues		Carloads	Per Carload

Agricultural Products	$	12,145	24,801	$	490	$	22,613	32,976	$	686	$	34,758	57,777	$	602
Metallic Ores **		4,946	5,412		914		23,360	12,823		1,822		28,306	18,235		1,552
Chemicals & Plastics		28,236	34,956		808		-	-		-		28,236	34,956		808
Metals		32,186	50,527		637		-	-		-		32,186	50,527		637
Pulp & Paper		31,885	48,397		659		-	-		-		31,885	48,397		659
Coal & Coke		31,804	74,055		429		-	-		-		31,804	74,055		429
Minerals & Stone		18,956	35,975		527		5,815	29,795		195		24,771	65,770		377
Intermodal*		262	2,344		112		41,527	27,822		1,493		41,789	30,166		1,385
Lumber & Forest Products		16,506	33,526		492		-	-		-		16,506	33,526		492
Petroleum Products		11,115	12,330		901		1,401	224		6,254		12,516	12,554		997
Food or Kindred Products		2,332	4,977		469		-	-		-		2,332	4,977		469
Waste		6,080	10,085		603		-	-		-		6,080	10,085		603
Autos & Auto Parts		4,175	4,952		843		-	-		-		4,175	4,952		843
Other		3,416	8,516		401		-	-		-		3,416	8,516		401

Totals	$	204,044	350,853	$	582	$	94,716	103,640	$	914	$	298,760	454,493	$	657

* Represents intermodal units
** Includes carload and intermodal units

This earnings release contains references to adjusted net income, adjusted diluted earnings per common share, combined company same railroad operating revenues, adjusted income from operations, adjusted operating ratios and free cash flow, which are "non-GAAP financial measures" as this term is defined in Regulation G of the Securities Exchange Act of 1934. In accordance with Item 10(e) of the Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934 and Regulation G, G&W has reconciled these non-GAAP financial measures to their most directly comparable U.S. GAAP measures.

Management views Net Income and Diluted Earnings Per Common Share as important measures of G&W’s operating performance. Because management believes this information is useful for investors in assessing G&W’s financial results, the Net Income and Diluted Earnings Per Common Share for the three months ended June 30, 2013 used to calculate Adjusted Net Income and Adjusted Diluted Earnings Per Common Share are presented excluding the RailAmerica acquisition and integration costs and net gain on sale of assets and are further adjusted to exclude the second quarter of 2013 short line tax credit. The Net Income and Diluted Earnings Per Share for the three months ended June 30, 2012 used to calculate Adjusted Net Income and Adjusted Diluted Earnings Per Share, are presented excluding net gain on sale of assets, gain on insurance recoveries and business/corporate development expenses. The Adjusted Net Income and Adjusted Diluted Earnings Per Common Share excluding these effects are not intended to represent, and should not be considered more meaningful than, or as an alternative to, the Net Income and Diluted Earnings Per Common Share calculated using amounts in accordance with GAAP. Adjusted Net Income and Adjusted Diluted Earnings Per Common Share amounts may be different from similarly-titled non-GAAP financial measures used by other companies.

The following tables set forth reconciliations of Net Income and Diluted Earnings Per Common Share calculated using amounts determined in accordance with GAAP to the Adjusted Net Income and Adjusted Diluted Earnings Per Common Share described above (in millions, except per share amounts):


Three Months Ended June 30, 2013		Net Income			Diluted Earnings/(Loss) Per Common Share Impact
As reported		$	65.1		$	1.14
Add back certain items, net of tax:
	RailAmerica acquisition/integration costs		0.7			0.01
	Net gain on sale of assets		(0.7	)		(0.01	)

Adjusted net income		$	65.1		$	1.14
	Q2 impact of 2013 short line tax credit		(7.5	)		(0.13	)

Adjusted net income (excluding Q2 short line tax credit)		$	57.6		$	1.01

Three Months Ended June 30, 2012		Net Income			Diluted Earnings/(Loss) Per Common Share Impact
As reported		$	36.4		$	0.84
Add back certain items, net of tax:
	Net gain on sale of assets		(5.2	)		(0.12	)
	Gain on insurance recoveries		(3.6	)		(0.08	)
	Business/corporate development expenses		1.2			0.03

Adjusted net income		$	28.7		$	0.67

Management views Operating Revenues as an important financial measure of G&W’s operating performance. Because management believes this information is useful for investors in assessing G&W’s financial results, compared with the same period in the prior year, the Operating Revenues for the three months ended June 30, 2013 used to calculate Combined Company Same Railroad Revenues are presented excluding operating revenues from Marquette Rail LLC (Marquette), which RailAmerica acquired on May 1, 2012, and the Columbus & Chattahoochee Railroad, Inc. (CCH), which G&W commenced operations on July 1, 2012. Combined Company Same Railroad Revenues are presented excluding revenues from fuel sales to third parties and the impact from the net depreciation of the Australia and Canadian dollars and the Euro relative to the United States dollar. The Combined Company Same Railroad Adjusted Revenues excluding these effects are not intended to represent, and should not be considered more meaningful than, or as an alternative to, Operating Revenues calculated using amounts in accordance with GAAP. Combined Company Same Railroad Revenues may be different from similarly-titled non-GAAP financial measures used by other companies.

The following tables set forth a reconciliation of Operating Revenues to the Combined Company Same Railroad Revenues described above ($ in millions):


Three Months Ended June 30, 2013	G&W As Reported		G&W New Operations (a)			RailAmerica New Operations (a)			Combined Company Same Railroad
Freight revenues	$	299.8	$	(1.3	)	$	(0.9	)	$	297.7
Non-freight revenues		100.9		(0.2	)		(0.1	)		100.7
Total operating revenues	$	400.7	$	(1.5	)	$	(0.9	)	$	398.4

Three Months Ended June 30, 2012	G&W As Reported		RailAmerica As Reported			Eliminations/ Adjustments (b)			Combined Company
Freight revenues	$	154.2	$	113.6		$	(2.1	)	$	265.7
Non-freight revenues		63.2		42.5			(3.4	)		102.3
Total operating revenues	$	217.4	$	156.1		$	(5.5	)	$	368.0


	Three Months Ended June 30,					Change
	2013		2012			$			%
Combined Company same railroad
operating revenues	$	398.4	$	368.0		$	30.3
Fuel sales to third parties		-		(4.2	)		4.2
FX		-		(1.7	)		1.7
Combined Company same railroad adjusted
operating revenues	$	398.4	$	362.1		$	36.3		10.0	%

	Three Months Ended June 30,					Change
	2013		2012			$			%
Combined Company same railroad
freight revenues	$	297.7	$	265.7		$	32.0
FX		-		(1.3	)		1.3
Combined Company same railroad adjusted
freight revenues	$	297.7	$	264.4		$	33.3		12.6	%

	Three Months Ended June 30,					Change
	2013		2012			$			%
Combined Company same railroad
non-freight revenues	$	100.7	$	102.3		$	(1.7	)
Fuel sales to third parties		-		(4.2	)		4.2
FX		-		(0.4	)		0.4
Combined Company same railroad adjusted
non-freight revenues	$	100.7	$	97.7		$	3.0		2.9	%

Management views Income from Operations, calculated as Operating Revenues less Operating Expenses, and Operating Ratios, calculated as Operating Expenses divided by Operating Revenues, as important measures of G&W’s operating performance. Because management believes this information is useful for investors in assessing G&W’s financial results compared with the same period in the prior year, the Income from Operations and Operating Ratios for the three months ended June 30, 2013, used to calculate Adjusted Income from Operations and Adjusted Operating Ratios, are presented excluding RailAmerica acquisition and integration costs and net gain on sale of assets. The Income from Operations and Operating Ratios for the three months ended June 30, 2012, used to calculate Adjusted Income from Operations and Adjusted Operating Ratios, are presented excluding net gain on sale of assets, gain on insurance recoveries and business/corporate development expenses. The Adjusted Income from Operations and Adjusted Operating Ratios presented excluding these effects are not intended to represent, and should not be considered more meaningful than, or as an alternative to, the Income from Operations and Operating Ratios calculated using amounts in accordance with GAAP. Adjusted Income from Operations and Operating Ratios may be different from similarly-titled non-GAAP financial measures used by other companies.

The following table sets forth a reconciliation of Income from Operations and Operating Ratios by segment calculated using amounts determined in accordance with GAAP to the Adjusted Income from Operations and Adjusted Operating Ratios by segment described above ($ in millions):


Three Months Ended June 30, 2013	North American & European Operations		Australian Operations		Total Operations
Operating revenues	$	317.2	$	83.5	$	400.7
Operating expenses		235.1		58.2		293.3
Operating income	$	82.1	$	25.3	$	107.4
Operating ratio		74.1%		69.7%		73.2%

Operating expenses	$	235.1	$	58.2	$	293.3
RailAmerica acquisition/integration costs		(1.2)		-		(1.2)
Net gain on sale of assets		0.7		0.3		1.0
Adjusted operating expenses	$	234.6	$	58.6	$	293.1

Adjusted operating income	$	82.7	$	24.9	$	107.6
Adjusted operating ratio		73.9%		70.1%		73.2%


Three Months Ended June 30, 2012	North American & European Operations		Australian Operations		Total Operations
Operating revenues	$	145.1	$	72.4	$	217.4
Operating expenses		105.2		49.8		154.9
Operating income	$	39.9	$	22.6	$	62.5
Operating ratio		72.5%		68.8%		71.3%

Operating expenses	$	105.2	$	49.8	$	154.9
Net gain on sale of assets		6.2		-		6.2
Gain on insurance recoveries		-		5.2		5.2
Business/corporate development expenses		(1.1)		(0.8)		(1.9)
Adjusted operating expenses	$	110.3	$	54.2	$	164.5

Adjusted operating income	$	34.8	$	18.2	$	52.9
Adjusted operating ratio		76.0%		74.9%		75.7%

Management views Free Cash Flow as an important financial measure of how well G&W is managing its assets. Subject to the limitations discussed below, Free Cash Flow is a useful indicator of cash flow that may be available for discretionary use by G&W. Free Cash Flow is defined as Net Cash Provided by Operating Activities from Continuing Operations less Net Cash Used in Investing Activities from Continuing Operations, excluding net cash used for acquisitions. Key limitations of the Free Cash Flow measure include the assumptions that G&W will be able to refinance its existing debt when it matures and meet other cash flow obligations from financing activities, such as principal payments on debt. Free Cash Flow is not intended to represent, and should not be considered more meaningful than, or as an alternative to, measures of cash flow determined in accordance with GAAP. Free Cash Flow may be different from similarly-titled non-GAAP financial measures used by other companies.

The following table sets forth a reconciliation of Net Cash Provided by Operating Activities from Continuing Operations to Free Cash Flow ($ in millions):

CONTACT:
Genesee & Wyoming Inc.
Michael Williams of GWI Corporate Communications
1-203-202-8900
mwilliams@gwrr.com

	20 West Avenue, Darien, Connecticut	06820
	(Address of principal executive offices)	(Zip Code)

Exhibit No.		Exhibit

Exhibit 99.1		Press release, dated August 1, 2013, announcing results for the second quarter of 2013.

		GENESEE & WYOMING INC.


Date:	August 1, 2013	By:	/s/ Timothy J. Gallagher
			Name:	Timothy J. Gallagher
			Title:	Chief Financial Officer

Exhibit No.		Exhibit

Exhibit 99.1		Press release, dated August 1, 2013, announcing results for the second quarter of 2013.

(in millions)		Six Months Ended June 30,
			2013			2012
Net cash provided by operating activities		$	152.7		$	90.9
Net cash used in investing activities, excluding
	new business investments		(78.0	)		(26.4	)
Net cash used for acquisitions (a)			9.6			0.8
Free cash flow before new business investments			84.3			65.3
New business investments			(25.1	)		(54.5	)
Free cash flow (4)		$	59.2		$	10.7

(a) G&W New Ops: CCH; RA New Ops: Marquette
(b) Includes the elimination of non-freight revenues earned during the three months ended June 30, 2012 by a subsidiary of RailAmerica for work performed for subsidiaries of G&W and reclassifications of certain revenues of RailAmerica to align with G&W's accounting policies.

(a) The 2013 period included $9.6 million in cash paid for incremental expenses related to the integration
of RailAmerica.