Fourth Quarter 2017 Earnings Call - Genesee &...

1 Genesee & Wyoming Inc.

Fourth Quarter 2017 Earnings Call

February 8, 2018


Forward-Looking Statements This presentation contains “forward-looking statements” regarding future events and the future performance of

Genesee & Wyoming Inc. that involve risks and uncertainties that could cause actual results to differ materially

from those expressed or forecasted, including, but not limited to, risks related to the operation of our railroads,

severe weather conditions and other natural occurrences, economic, political and market conditions (including

employee strikes or work stoppages), the credit risk of customers and counterparties, customer demand, railroad

network congestion, derailments, currency fluctuations, changes in commodity prices, increased competition in

the relevant market, and others, many of which are beyond our control. The Company refers you to the

documents that it files from time to time with the Securities and Exchange Commission, such as the Company’s

Forms 10-Q and 10-K, which contain additional important factors that could cause its actual results to differ from

its current expectations and from the forward-looking statements discussed during this presentation. Forward-

looking statements speak only as of the date of this presentation or the date they were made. Genesee &

Wyoming Inc. does not undertake, and expressly disclaims, any duty to update any forward-looking statement

contained in this presentation whether as a result of new information, future events or otherwise, except as

required by law.


G&W Safety Performance – 2017

3.14

2.46

1.91

1.29 1.21 1.16 1.08

0.83 0.79

FRA Group 2 FRA Group 3 KCS NS CSX Class I Avg BNSF G&W (a) UP

Injury Frequency Rate per 200,000 man-hours G&W through December; others through November

(a) G&W includes rail, terminals and trucking businesses. The G&W railroad injury frequency rate was 0.79.


($ in millions, except per share amounts)Q4 2017Actual

Q4 2017Guidance

Variance to Guidance Comments

Net Income Attributable to G&W 426.6$ 46.9$ 379.7$ Buyout of Freightliner Deferred Consideration Agreements (8.9) (8.9)

Buyout eliminates P&L volatility of deferred consideration

Australia Impairment & Related Costs 1.8 1.8 Wrote off certain grain linesRestructuring Costs 1.2 1.2 U.K./EuropeCorporate Development and Related Costs 0.7 0.7 North America

U.K. Coal Restructuring and Related Charges (0.9) (0.9) Lower than expected U.K. restructuring cost

Impact of United States Tax Cuts & Jobs Act (371.9) (371.9) U.S. tax reformAdjusted Net Income Attributable to G&W(a) 48.6$ 46.9$ 1.7$

Diluted EPS Attributable to G&W 6.81$ 0.75$ 6.06$

Adjusted Diluted EPS Attributable to G&W(a) 0.77$ 0.75$ 0.02$

Variance ($ per share)Adjusted

Diluted EPS (a)

North America (0.01)$

U.K./Europe (0.04)

Taxes 0.04 Mix of business

Other 0.03

Variance to Guidance 0.02$

Adverse customer mix and higher operating expenses (U.K. Intermodal)

Comments

Mark-to-market swap gain and lower net interest expense

Higher operating costs

Q4 2017 Results Versus Guidance

(a) Adjusted Net Income Attributable to G&W and Adjusted Diluted Earnings Per Share (EPS) Attributable to G&W are non-GAAP financial measures. Reconciliations of non-GAAP financial measures accompany this presentation.


(in thousands, except per share amounts)

Q4 2017Actual

Q4 2016Actual Variance Comment

Diluted EPS Attributable to G&W 6.81$ 0.15$ 6.66$

Adjusted Diluted EPS Attributable to G&W(a) 0.77$ 0.84$ (0.07)$

Q4 2016 includes $0.10 diluted EPS from take-or-pay volume commitment contract

Diluted Shares 62,676 58,785 (3,891) 4 million share offering December 2016

Variance ($ per share)Adjusted

Diluted EPS (a) CommentsQ4 2016 Take-or-Pay Contract (0.10)$

North America (0.02)

U.K./Europe 0.07 Other Non Operating, Net (0.02) Including impact of share offering ($0.05)Total (0.07)$

Higher operating expenses and net fuel costs partially offset by stronger freight pricing Pentalver and operational restructuring

Q4 2017 Results Versus Q4 2016

(a) Adjusted Diluted EPS Attributable to G&W is a non-GAAP financial measure. Reconciliations of non-GAAP financial measures accompany this presentation.

• Adjusted Diluted EPS attributable to G&W(a) slightly favorable year-over-year, excluding take-or-pay benefit in Q4 2016 (diluted EPS $0.10)


North American Operations Operating Revenues: Q4 2017 vs. Q4 2016 ($ millions)

$322.2$320.2

($10.0)

($2.6)

($0.5)

$4.0$3.4

$2.1

$1.6

$300

$310

$320

Q4 2016 Take-or-Pay New Ops (1) Coal & Coke Minerals &Stone

Pulp & Paper Chemicals &Plastics

Other Q4 2017

(0.6%) ($2.0)

(1) Providence and Worcester Railroad (acquired November 1, 2016) and Heart of Georgia Railroad (acquired May 31, 2017)


North American Operations Same Railroad Carloads: Q4 2017 vs. Q4 2016

Commodity Change % Comment

Agricultural Products (6,239) (10.8%) Grain (Drought, Markets Conditions and Barge Competition)

Autos & Auto Parts 913 11.0% Higher Imports in Western RegionChemicals & Plastics (1,183) (2.7%) Midwest EthanolCoal & Coke (9,444) (15.0%) Midwest Utility CoalFood & Kindred Products (801) (5.0%)Intermodal 388 31.1% Providence & Worcester Lumber & Forest Products 1,251 3.7% West Coast Finished LumberMetallic Ores (729) (15.1%) Copper ConcentrateMetals (1,880) (5.5%) Scrap SteelMinerals & Stone 3,481 7.1% Higher Aggregates and Frac Sand; Lower Rock SaltPetroleum Products (1,847) (7.0%) LPGs in Western U.S.Pulp & Paper 1,382 3.5% ContainerboardWaste 835 7.1%Other 1,110 7.7% Empty Car TrafficTotal Carloads (12,763) (3.2%)


North American Operations Freight Revenues Same Railroad Average Revenues Per Carload

(a) Average Revenues per Carload impacted by changes in customer mix within Coal and Agricultural Products commodity groups

(b) Changes in Commodity Mix illustrates changes between commodity groups, not within a commodity group

(c) Foreign Exchange (FX) impact is calculated by comparing the prior period results translated from local currency to U.S. dollars using current period exchange rates to the prior period results in U.S. dollars as reported

Q4 2017 Q4 2016 ChangeNorth American Core Pricing ~3.5%

Changes in Customer Mix(a) ~0.4%Changes in Commodity Mix(b) 0.5%Fuel Surcharge 1.0%FX (Appreciation of C$)(c) 0.3%Average Revenues Per Carload 610$ 577$ 5.7%


North American Adjusted Operating Income

($ in millions) Q4 2017 Q4 2016 VarianceVariance

Excluding FXOperating Revenues 320.2$ 322.2$ (2.0)$ (3.2)$ Operating Expenses (245.6) (238.8) (6.8) (5.7) Operating Income 74.6$ 83.4$ (8.8)$ (8.9)$ Operating Ratio 76.7% 74.1%

Operating Expenses (245.6)$ (238.8)$ (6.8)$

Corporate Development and Related Costs 0.9 4.0 (3.1) Restructuring Costs 0.1 0.1 0.0

Adjusted Operating Expenses(a) (244.7)$ (234.8)$ (9.9)$ (8.8)$ Adjusted Operating Income(a) 75.5$ 87.4$ (11.9)$ (12.0)$ Adjusted Operating Ratio(a) 76.4% 72.9%

($ in millions)

Adjusted Operating Income Variance

(Ex. FX) CommentsQ4 2016 Take-or-Pay (10.0)$

Revenue Growth 3.0

Higher Opex (4.3) Other (0.7) Variance (12.0)$

Assumes acquisition margins for HOG and P&W; 50% incremental margins on same railroadNet fuel price ($1.1) and higher incidents/claims ($3.4)

(a) Adjusted Operating Expenses, Adjusted Operating Income and Adjusted Operating Ratio are non-GAAP financial measures. Reconciliations of non-GAAP financial measures accompany this presentation.


Australian Operations (51%-owned) Operating Revenues: Q4 2017 vs. Q4 2016 ($ millions)

$61.4

$75.5

($1.2)$1.7

$2.0

$11.6

$45

$55

$65

$75

$85

Q4 2016 FX Metallic Ores Other GRail Q4 2017

$14.1

23.1%


Australian Adjusted Operating Income (51%-owned)


Excluding FXOperating Revenues 75.5$ 61.4$ 14.2$ 12.5$ Operating Expenses (58.0) (58.5) 0.6 2.0 Operating Income 17.6$ 2.8$ 14.8$ 14.5$

Operating Ratio 76.7% 95.4%

Operating Expenses (58.0)$ (58.5)$ 0.6$

Corporate Development and Related Costs (0.0) 10.7 (10.7)

Impairment and Related Costs 4.9 - 4.9 Adjusted Operating Expenses(a) (53.0)$ (47.8)$ (5.2)$ (3.9)$ Adjusted Operating Income(a) 22.5$ 13.5$ 9.0$ 8.5$ Adjusted Operating Ratio(a) 70.2% 77.9%

($ in millions)


(Ex. FX) CommentsNew Operations 5.6$

Same Railroad Operations 2.9 Variance 8.5$

GRail acquisitionManganese mine reopened March 2017 and larger grain harvest in 2017, partially offset by planned iron ore mine shutdown October 2017



U.K./European Operations Operating Revenues: Q4 2017 vs. Q4 2016 ($ millions)

$133.0

$175.8

($8.8) ($0.5)$10.5 $2.4

$1.4

$37.8

$120

$140

$160

$180

Q4 2016 FX ERSRestructure

U.K. Intermodal Aggregates Coal/Other Pentalver Q4 2017

32.3%

$42.9


U.K./European Adjusted Operating Income


Excluding FXOperating Revenues 175.8$ 133.0$ 42.9$ 32.4$ Operating Expenses (159.8) (165.6) 5.8 19.8 Operating Income 16.0$ (32.6)$ 48.6$ 52.2$ Operating Ratio 90.9% 124.5%

Operating Expenses (159.8)$ (165.6)$ 5.8$ Corporate Development and Related Costs 0.3 1.3 (1.0) Restructuring Costs 1.3 1.8 (0.5) Buyout of Deferred Consideration Agreements (8.9) - (8.9) U.K. Coal Restructuring (1.1) 10.5 (11.5) Impairment and Related Costs - 21.5 (21.5)

Adjusted Operating Expenses(a) (168.2)$ (130.6)$ (37.7)$ (27.3)$ Adjusted Operating Income(a) 7.6$ 2.4$ 5.2$ 5.1$ Adjusted Operating Ratio(a) 95.7% 98.2%

Key Drivers


(Ex. FX) Comments

New Operations 1.8$

Same Railroad Operations 3.3

Variance 5.1$

Pentalver

Operational restructuring



Introduction to 2018 Guidance 1. Consolidated G&W Guidance for 2018

– Growth in Adjusted Pre-tax Income >10%

– Growth in Adjusted Diluted EPS >30%

– Growth in Adjusted Free Cash Flow Attributable to G&W >25%(a)

– Growth in Adjusted Free Cash Flow Attributable to G&W Excluding New Business Investments and Grant Funded Projects >35%( a)

– Projected Net Adjusted Debt/Adjusted EBITDA(a) of 2.25x at G&W parent level at year-end 2018 (assuming no acquisitions)

2. North America (Revenues +4%; Operating Income +7%)

– Favorable freight outlook, except weather dependent coal and agricultural products, with improving macro-economy, tightening truck market and higher diesel fuel prices

– Customer satisfaction survey score of 7.98 out of 10 supports increased modal share

– Strong bi-partisan support for U.S. short line tax credit extension to support infrastructure investment

(a) Adjusted Pre-tax Income, Adjusted Diluted EPS, Adjusted Free Cash Flow Attributable to G&W, Adjusted Free Cash Flow Attributable to G&W Excluding New Business Investments and Grant Funded Projects, Net Adjusted Debt and Adjusted EBITDA are non-GAAP financial measures. Reconciliations of non-GAAP financial measures accompany this presentation.


Introduction to 2018 Guidance (continued) 3. Australia (51% owned) (Revenues +7%; Operating Income +3%)

– Strong new business pipeline – Wagon investments and hiring to support new spot coal tons in 2H 2018 – Added overhead expense to enhance commercial capabilities and to

position for several new projects that could come on-line in 2019

4. U.K./Europe (Revenues +21%; Operating Income +21% or +64% excl. change in pension classification) – United Kingdom: Improving business outlook due to: i) more fluid container

flows from ports, ii) new bulk customers and positioning for infrastructure project growth, iii) further cost reductions and operating efficiencies, iv) effective cross-selling of U.K. services (rail, terminals and road)

– Continental Europe: Stable Poland and restructured ERS

5. Active Evaluation of Acquisitions across G&W


2008 Guidance

• Operating Revenues: $2,360 - $2,420 million

• Operating Ratio: 81% - 82%

• Net Interest Expense: ~$110 million

• Other Expense/(Income)(a): ~$9 million

• Depreciation and Amortization: ~$294 million (incl. Equity Comp. Amortization)

• Tax Rate: ~27%

• Noncontrolling Interest (Australia): ~$10 million

• Diluted EPS: $3.70 - $3.90

• Diluted Shares: 63.2 million • Adjusted Free Cash Flow Attributable to G&W before New Business Investments and Grant Funded Projects(b): ~$370 million • Adjusted Free Cash Flow Attributable to G&W(b): ~$315 million

2018 Guidance

(a) Impact of U.S. GAAP accounting change to reflect the expected return on U.K. pension plan assets and interest costs on our pension obligations as other income/expense, net (no longer an operating item).

(b) Adjusted Free Cash Flow Attributable to G&W before New Business Investments and Grant Funded Projects and Adjusted Free Cash Flow Attributable to G&W are non-GAAP financial measures. Reconciliations of non-GAAP financial measures accompany this presentation.


North America 2018 Guidance

(in millions, except carloads)2018

Guidance 2017A(a) %

Revenue 1,320$ 1,274$ 4%Operating Income 335$ 313$ 7%Operating Ratio 74.6% 75.5%Carloads (000's) 1,630 1,603 2%Core Freight Rate Increase ~3%

Key Drivers Comment

Minerals and Stone Aggregates and clay

Metals Finished products; new customer

Pulp and Paper Modal share gain, 2017 outages

Lumber and Forest Prods. Finished lumber in Pacific Northwest

a) 2017 includes adjusted Operating Income and adjusted Operating Ratio which are non-GAAP financial measures. Reconciliations of non-GAAP financial measures accompany this presentation.

FX Rate: C$1.00 = US$0.80


Australia 2018 Guidance (51%-owned)

(in US$ millions, except carloads)2018

Guidance 2017A(a) %

Revenue 330$ 308$ 7%Operating Income 85$ 82$ 3%Operating Ratio 74.2% 73.3%Carloads (000's) 620 552 12%

Key Drivers Comment

Coal Glencore and growing spot volumes

Agricultural Products Poor harvests in SA (grain) and NSW (cotton)

Metallic Ores Mine shutdown pending potential expansion

a) 2017 includes adjusted Operating Income and adjusted Operating Ratio which are non-GAAP financial measures. Reconciliations of non-GAAP financial measures accompany this presentation.

FX Rate: A$1.00 = US$0.80


U.K./Europe 2018 Guidance

(in millions, except carloads)

2018 Before Pension

Accounting

Pension Accounting

Impact(a)2018

Guidance 2017A(b) %% (ex

Pension)Revenue 760$ 760$ 626$ 21%Operating Income 34$ (9)$ 25$ 21$ 21% 64%Operating Ratio 95.5% 96.7% 96.7%Carloads (000's) 1,170 1,093 7%

Key Drivers Comment

Intermodal Solid demand; Improved port fluidity

Aggregates U.K. and Poland Aggregates

Steel and Aviation Fuel New Contracts

Coal U.K.

(a) The $9 million reduction in operating income is offset by a $9 million increase in other non-operating income. The change in accounting is EPS neutral.

(b) 2017 includes adjusted Operating Income and adjusted Operating Ratio which are non-GAAP financial measures. Reconciliations of non-GAAP financial measures accompany this presentation.

FX Rates: €1.00 = US$1.23, £1.00 = US$1.39, PLN1.00 = US$0.29


2018 Capital Expenditures

(in millions) 2017 2018Increase/

(Decrease)

Major Renewals & Improvements Capital

Track and Structure $120 $126 $6

Equipment 48 55 7

Other 14 18 4

Subtotal - Core Capital $182 $200 $18

Grant Matches 11 15 4

Subtotal - Core + Grant Matches $193 $215 $22

New Business Investments 9 40 31

Total Capital Expenditures, net(a) $202 $255 $53

a) 2018 Capital is net of $55 million of funding from government grants (requiring match of $15 million). 2017 Capital is net of $31 million of funding from government grants (requiring match of $11 million).

• Core capital is relatively flat year over year (i.e., $200 million in 2018 v. $182 million in 2017), excluding the impact of project timing

– Increase in core capital is primarily due to the timing of 2017 projects being completed in 2018 • Business Development capital of $40 million in 2018 includes $32 million of carry over from 2017

– Australia spot coal wagons, London Gateway port terminal expansion, RCPE capacity expansion, upgrade to support Canadian paper customer


2018 Adjusted Free Cash Flow Measures(a)

(in millions)2018

Guidance 2017A %

Net Income 249$ 557$

Depreciation and Amortization 275 250

Stock-based Compensation 19 18

Deferred Taxes 47 (319)

Changes in Working Capital TBD (27)

Net Cash Provided by Operating Activities 590$ 479$

Allocation of Adjusted Cash Flow to Noncontrolling Interest(b) (20) (28)

Adjusted Net Cash Provided by Operating Activities Attributable to G&W 570 452 26%

Core Capital Expenditures (200) (182)

Adjusted Free Cash Flow Attributable to G&W Before New Business Investments and Grant Funded Projects 370$ 270$ 37%

New Business Investments (40) (9)

Grant Funded Projects (15) (11)

Adjusted Free Cash Flow Attributable to G&W 315$ 250$ 26%a) Adjusted Free Cash Flow Measures above are non-GAAP financial measures. Reconciliations of non-GAAP financial measures accompany this presentation. b) Allocation of adjusted cash flow to noncontrolling interest (MIRA's 48.9% equity ownership of GWA since December 1, 2016) is calculated as 48.9% of cash flow provided by

operating activities of G&W’s Australian Operations, less net purchases of property and equipment of G&W’s Australian Operations. The timing and amount of actual distributions, if any, from GWA to G&W and MIRA made in any given period will vary and could differ materially from the amounts presented. There were no such distributions made for both the twelve months ended December 31, 2017 and 2016. G&W expressly disclaims any direct correlation between the allocation of adjusted cash flow to noncontrolling interest and actual distributions made in any given period.

• Adjusted FCF Attributable to G&W excluding New Business Investments and Grant Funded Projects growth of 37%

• Adjusted FCF Attributable to G&W growth of 26%


Guidance – First Quarter 2018 (February 8, 2018)

(in millions, except per share and carload amounts) North America Australia U.K./Europe

Consolidated Q1 2018Guidance

Operating Revenues ~$325 ~$75 ~$175 ~$575Operating Ratio ~76% ~78% ~101% ~84%Operating Income ~$78 ~$16 ~($2) ~$92Net Interest Expense ~$27Other Non-Operating Income ~$2Depreciation and Amortization(a) ~$45 ~$16 ~$10 ~$71Effective Tax Rate ~27%

Net Income Attributable to Noncontrolling Interest ~$1Diluted EPS Attributable to G&W ~$0.75Diluted Shares 63.0

Q1 2018 Total Carload Volumes 400,000 -410,000

135,000 -140,000

265,000 -275,000

% Change (1%) - 2% (10%) - (6%) (1%) - 2%

(a) Includes amortization of non-cash equity compensation expense of $4 million and D&A of $67 million. FX: A$1.00 = US$0.80, C$1.00 = US$0.80, €1.00 = US$1.23, £1.00 = US$1.39, PLN1.00 = US$0.29


Q1 2018 Guidance vs Q1 2017 Adjusted Diluted EPS

(U.S. Dollars) Diluted EPS CommentAdjusted Q1 2017(a) 0.53$ Taxes 0.13 Impact of U.S. tax reformNet Interest Expense (0.01) Q1 2017 Take-or-Pay (0.03)

North America 0.10 Incremental margins on stronger freight revenue and operational improvements

Australia - U.K./Europe 0.03 Pentalver and operational restructuring

Q1 2018 Guidance 0.75$

a) Adjusted Diluted EPS is non-GAAP financial measure. Reconciliations of non-GAAP financial measures accompany this presentation.


Balance Sheet • Net Debt(a) of $2.3 billion at December 31, 2017 • 2.8x Net Adjusted Debt/Adjusted EBITDA(b)(c) at December 31, 2017 • Leverage metrics reflect G&W Debt and EBITDA from North America and U.K./Europe only

($ in millions) 12/31/2017Cash & Equivalents 80$ Debt:

G&W Senior Secured Credit Facility, due March 2020 1,568$ Australian Senior Secured Credit Facility, due December 2021 (d) 525 Australian Subordinated Shareholder Loan, due December 2026 (d)(e) 186 Other Debt 77 Less: Deferred Financing Fees (25)

TOTAL DEBT 2,331$ Total Equity 3,896$ TOTAL CAPITALIZATION 6,227$

Debt/Total Capitalization 37%Net Debt/Total Capitalization 37%

(a) Net Debt is calculated as Total Debt less Cash and Equivalents. (b) Net Adjusted Debt and Adjusted EBITDA are non-GAAP financial measures. Reconciliations of non-GAAP financial measures accompany this

presentation. (c) Based on G&W credit facility covenant requirements, which includes debt and EBITDA attributable to North American and U.K./European

operations only, as well as any cash distributions received from Genesee and Wyoming Australia (GWA). (d) The Australian Operations have a standalone credit agreement non-recourse to G&W and MIRA. Leverage at 12/31/2017 of 3.2x. Expected

leverage at 12/31/2018 of 2.9x. (e) Shareholder loan from MIRA used to fund a portion of its initial contribution to GWA. G&W has matching shareholder loan that is eliminated in

consolidation.



Supporting Information for 2018 Guidance (February 8, 2018)

($ millions) North America Australia U.K./EuropeConsolidated

G&W

Operating Revenues $1,280 - $1,320 $320 - $330 $760 - $770 $2,360 - $2,420

Operating Ratio 74% - 75% ~74% ~97% 81% - 82%

Operating Income(a) ~$335 ~$85 ~$25 ~$445

Depreciation and Amortization(b) ~$187 ~$65 ~$42 ~$294

2018 Carload Volume 2% 13% 7% 5%

Freight Pricing ~3% fixed/variable inflation-based

FX C$1.00 = US$0.80 A$1.00 = US$ 0.80£1.00 = US$1.39 €1.00 = US$1.23

(a) Reflects impact of U.S. GAAP accounting change to reflect the expected return on pension plan assets and interest costs on our pension obligations as other income/expense, net (no longer an operating item). The impact on U.K./Europe is $9 million dollars. The impact on the other operating segments is less than $0.5 million.

(b) Includes amortization on non-cash equity compensation expense of $19 million, depreciation expense of $230 million and amortization expense of $45 million.


Supporting Information for 2018 Guidance Seasonality

Q1 Q2 Q3 Q4 Total

Revenues 24% 25% 26% 25% 100%

Operating Income 20% 25% 30% 25% 100%



Reconciliation of Non-GAAP Financial Measures


Non-GAAP Financial Measures This presentation contains references to Adjusted Net Income Attributable to G&W, Adjusted Diluted Earnings Per Common Share (EPS), Adjusted Operating Income, Adjusted Operating Ratio, the Adjusted Free Cash Flow measures of Adjusted Net Cash Provided by Operating Activities Attributable to G&W, Adjusted Free Cash Flow Attributable to G&W and Adjusted Free Cash Flow Attributable to G&W Before New Business Investments and Grant Funded Projects, and Net Adjusted Debt to Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), which are “non-GAAP financial measures” as this term is defined in 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. In accordance with these rules, G&W has reconciled these non-GAAP financial measures to their most directly comparable U.S. GAAP measures.

Management views these non-GAAP financial measures as important measures of G&W’s operating performance or, in

the case of the Adjusted Free Cash Flow measures, important financial measures of how well G&W is managing its

assets and a useful indicator of cash flow that may be available for discretionary use by G&W. Management also views

these non-GAAP financial measures as a way to assess comparability between periods. Key limitations of the Adjusted

Free Cash Flow measures 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.

These non-GAAP financial measures are not intended to represent, and should not be considered more meaningful than,

or as an alternative to, their most directly comparable GAAP measures. These non-GAAP financial measures may be

different from similarly-titled non-GAAP financial measures used by other companies.

The following tables set forth reconciliations of each of these non-GAAP financial measures to their most directly comparable GAAP measure (in millions, except percentages and per share amounts).


Adjusted Net Income and Adjusted Diluted EPS Three Months Ended December 31, 2017

Income Before Income Taxes

(Pre-Tax Income)

Benefit from/(Provision for) Income Taxes

Net Income Attributable to

G&W Diluted EPSAs reported 84.7$ 343.3$ 426.6$ 6.81$ Adjusted for:

Buyout of Freightliner deferred consideration agreements (8.9) - (8.9) (0.14) Australia impairment and related costs 4.9 (1.5) 1.8 0.03 Corporate development and related costs 1.1 (0.4) 0.7 0.01 Restructuring costs 1.4 (0.2) 1.2 0.02 U.K. coal restructuring and related charges (1.1) 0.2 (0.9) (0.01) Impact of United States Tax Cuts & Jobs Act - (371.9) (371.9) (5.94)

As adjusted 82.2$ (30.5)$ 48.6$ 0.77$ Weighted average shares - diluted 62.7


Adjusted Net Income and Adjusted Diluted EPS Three Months Ended December 31, 2016

Income Before Income Taxes

Provision for Income Taxes


G&W Diluted EPSAs reported 28.7$ (19.8)$ 8.9$ 0.15$ Adjusted for:ERS impairment and related charges 21.5 - 21.5 0.37 U.K. coal railcar leases 10.5 (1.9) 8.6 0.15 Corporate development and related costs 19.2 (3.4) 15.9 0.27 Write-off of debt issuance costs 1.3 (0.4) 0.5 0.02 Restructuring costs 1.9 (0.4) 1.4 0.01 Q4 2016 Short Line Tax Credit - (7.5) (7.5) (0.13) As adjusted 83.1$ (33.4)$ 49.3$ 0.84$ Weighted average shares - diluted 58.8


Adjusted Net Income and Adjusted Diluted EPS

Three Months Ended March 31, 2017Income Before Income Taxes

Provision for Income Taxes


G&W

Diluted EPS Attributable to

G&WAs reported 49.2$ 21.9$ 26.2$ 0.42$ Add back certain items:

Corporate development and related costs 5.4 2.2 3.2 0.05 Restructuring costs 3.8 0.2 3.5 0.06

As adjusted 58.4$ 24.2$ 32.9$ 0.53$ Weighted average shares - diluted 62.4


Adjusted Operating Income and Adjusted Operating Ratio – by Segment

Three Months Ended December 31, 2017North American

OperationsAustralian Operations

U.K./European Operations Total

Operating revenues 320.2$ 75.5$ 175.8$ 571.6$ Operating expenses 245.6 58.0 159.8 463.4 Operating income (a) 74.6$ 17.6$ 16.0$ 108.2$ Operating ratio (b) 76.7% 76.7% 90.9% 81.1%

Operating expenses 245.6$ 58.0$ 159.8$ 463.4$ Corporate development and related costs (0.9) - (0.3) (1.1) Restructuring costs (0.1) - (1.3) (1.4) Australia impairment and related costs - (4.9) - (4.9) Amendment of Freightliner deferred consideration agreement - - 8.9 8.9 U.K. coal restructuring and related charges - - 1.1 1.1

Adjusted operating expenses 244.7$ 53.0$ 168.2$ 465.9$ Adjusted operating income 75.5$ 22.5$ 7.6$ 105.7$ Adjusted operating ratio 76.4% 70.2% 95.7% 81.5% (a) Operating income is calculated as operating revenues less operating expenses.(b) Operating ratio is calculated as operating expenses divided by operating revenues.


Adjusted Operating Income and Adjusted Operating Ratio – by Segment (cont.)

Three Months Ended December 31, 2016North American



Operating revenues 322.2$ 61.4$ 133.0$ 516.5$ Operating expenses 238.8 58.5 165.6 463.0 Operating income (a) 83.4$ 2.8$ (32.6)$ 53.6$ Operating ratio (b) 74.1% 95.4% 124.5% 89.6%

Operating expenses 238.8$ 58.5$ 165.6$ 463.0$ ERS impairment and related costs - - (21.5) (21.5) U.K. coal railcar leases - - (10.5) (10.5) Corporate development and related costs (4.0) (10.7) (1.3) (16.0) Restructuring costs (0.1) - (1.8) (1.9)

Adjusted operating expenses 234.8$ 47.8$ 130.6$ 413.1$ Adjusted operating income 87.4$ 13.5$ 2.4$ 103.4$ FX (c) 0.1 0.4 0.1 0.6 Adjusted operating income excluding FX 87.6$ 14.0$ 2.5$ 104.0$ Adjusted operating ratio 72.9% 77.9% 98.2% 80.0%

(a) Operating income is calculated as operating revenues less operating expenses.(b) Operating ratio is calculated as operating expenses divided by operating revenues.(c) Foreign Exchange (FX) impact is calculated by comparing the prior period results translated from local currency to U.S. dollars using current period exchange rates to the prior period results in U.S. dollars as reported.


Adjusted Operating Income and Adjusted Operating Ratio – by Segment (cont.)

Twelve Months Ended December 31, 2017North American



Operating revenues 1,274.3$ 307.5$ 626.2$ 2,208.0$ Operating expenses 970.4 230.3 608.9 1,809.6 Operating income (a) 303.9$ 77.3$ 17.3$ 398.5$ Operating ratio (b) 76.2% 74.9% 97.2% 82.0%

Operating expenses 970.4$ 230.3$ 608.9$ 1,809.6$ Corporate development and related costs (8.2) 0.3 (4.0) (11.9) Restructuring costs (0.5) (0.3) (9.4) (10.2) Australia impairment and related costs - (4.9) - (4.9) Buyout of Freightliner deferred consideration agreements - - 8.9 8.9 U.K. coal restructuring and related charges - - 1.1 1.1

Adjusted operating expenses 961.7$ 225.3$ 605.5$ 1,792.5$ Adjusted operating income 312.6$ 82.2$ 20.7$ 415.5$ Adjusted operating ratio 75.5% 73.3% 96.7% 81.2%

(a) Operating income is calculated as operating revenues less operating expenses.(b) Operating ratio is calculated as operating expenses divided by operating revenues.


Adjusted Free Cash Flow Measures

2017 2016Net cash provided by operating activities 479.2$ 407.1$

(27.6) - Adjusted net cash provided by operating activities attributable to G&W 451.6 407.1 Purchase of property and equipment, net(b) (201.4) (165.6) Adjusted free cash flow attributable to G&W(b) 250.2$ 241.5$ Net cash paid for new business investments 8.6 26.1

11.0 (1.6)

269.8$ 265.9$

(a)

(b) See break out on next slide.

Twelve Months Ended December 31,

Adjusted free cash flow attributable to G&W before new business investments and grant funded projects

Net cash received for grant funded projects(b)

Allocation of adjusted cash flow to noncontrolling interest(a)

Allocation of adjusted cash flow to noncontrolling interest (MIRA's 48.9% equity ownership of GWA since December 1, 2016) is calculated as 48.9% of cash flow provided by operating activities of G&W’s Australian Operations, less net purchases of property and equipment of G&W’s Australian Operations. The timing and amount of actual distributions, if any, from GWA to G&W and MIRA made in any given period will vary and could differ materially from the amounts presented. There were no such distributions made for both the twelve months ended December 31, 2017 and 2016. G&W expressly disclaims any direct correlation between the allocation of adjusted cash flow to noncontrolling interest and actual distributions made in any given period.


Adjusted Free Cash Flow Measures (cont.) Core

Capital(a)

New Business

InvestmentsGrant Funded

Projects(b) Total(188.6)$ (8.7)$ (31.2)$ (228.5)$

- 0.1 20.2 20.2 1.6 - - 1.6 5.2 - - 5.2

(181.8)$ (8.6)$ (11.0)$ (201.4)$

Core Capital(a)

New Business

InvestmentsGrant Funded

Projects(b) Total(159.0)$ (26.1)$ (34.5)$ (219.5)$

- - 36.1 36.1 15.2 - - 15.2

2.7 - - 2.7 (141.1)$ (26.1)$ 1.6$ (165.6)$

(a)

(b)

December 31, 2017

Grant proceeds from outside parties

December 31, 2016

Grant proceeds from outside parties

Purchase of property and equipment

Insurance proceeds for the replacement of assetsProceeds from disposition of property and equipmentPurchase of property and equipment, net

Purchase of property and equipment

Insurance proceeds for the replacement of assetsProceeds from disposition of property and equipmentPurchase of property and equipment, net

Core capital expenditures represents purchases of property and equipment as presented on the Statement of Cash Flows less grant proceeds from outside parties, insurance proceeds for the replacement of assets and proceeds from disposition of property and equipment, each of which as presented on the Statement of Cash Flows, less new business investments Grant funded projects represents purchases of property and equipment for projects partially or entirely funded by outside parties, net of grant proceeds from outside parties as presented on the Statement of Cash Flows.


Adjusted Free Cash Flow Measures (cont.)

2018 GuidanceNet cash provided by operating activities 590$

(20) Adjusted net cash provided by operating activities attributable to G&W 570 Purchase of property and equipment, net (200) Adjusted free cash flow attributable to G&W 370 Net cash paid for new business investments (40)

(15)

315$

(a)

Twelve Months Ended December 31,

Adjusted free cash flow attributable to G&W before new business investments and grant funded projects

Net cash received for grant funded projects

Allocation of adjusted cash flow to noncontrolling interest(a)

Allocation of adjusted cash flow to noncontrolling interest (MIRA's 48.9% equity ownership of GWA since December 1, 2016) is calculated as 48.9% of cash flow provided by operating activities of G&W’s Australian Operations, less net purchases of property and equipment of G&W’s Australian Operations. The timing and amount of actual distributions, if any, from GWA to G&W and MIRA made in any given period will vary and could differ materially from the amounts presented. There were no such distributions made for both the twelve months ended December 31, 2017 and 2016. G&W expressly disclaims any direct correlation between the allocation of adjusted cash flow to noncontrolling interest and actual distributions made in any given period.


Net Adjusted Debt/Adjusted EBITDA – G&W

Twelve Months Ended December 31, 2017 Total G&WLess: Australian Operations (a) Adjustments (b) Acquisitions (c) G&W

Net income 556.8$ 15.8$ -$ 540.9$ Adjusted for:

Provision for income taxes (261.3) 6.1 - (267) Interest expense 107.3 55.5 12.9 65 Depreciation and amortization expense 250.5 61.1 - 189

EBITDA 653.3$ 138.6$ 12.9$ 7.0$ 534.5$ Adjusted for certain items:

Non-cash compensation cost related to equity awards 17.3 17.3 Change in deferred considerations during 2017 (6.5) (6.5) Corporate development and related costs 7.0 7.0 Restructuring costs 9.8 9.8 Australia dividends, distributions of cash payments 13.5 13.5 Net gain on sale of assets (1.5) (1.5) Hedging agreement expense 2.5 2.5 U.K. coal railcar leases (3.9) (3.9)

Adjusted EBITDA 572.6$

Total debt 2,331$ 702$ 5$ 1,634$ Add: Deferred financing fees 25 12 - 13 Adjusted debt 2,356$ 714$ 5$ 1,648$ Less: Cash 80 52 (4) 24 Net adjusted debt 2,276$ 661$ 8$ 1,623$

Net adjusted debt/Adjusted EBITDA ratio 2.8 : 1.0

(a) Australia Operations are excluded from G&W's Senior Secured Syndicated Credit Facility Agreement.(b) Adjustments based on Credit Facility Agreement.(c) Pentalver for 1/1/17 - 4/30/17 and HOG for 1/1/17-5/30/17.


Net Adjusted Debt/Adjusted EBITDA

Total G&WLess: Australian Operations (a)

Acquisitions/Adjustments (b) Adjusted

Net income attributable to G&W 240$ 19$ -$ 221$ Add back:

Provision for income taxes 92 8 - 84 Interest expense 110 56 - 54 Depreciation and amortization expense 275 65 - 210

EBITDA 717$ 148$ 16$ 585$ Add back certain items

Non-cash compensation cost related to equity awards 19 - - 19 Adjusted EBITDA 604$

Total debt 2,087$ 705$ 5$ 1,387$ Less: Cash 117 81 - 36 Net debt 1,970$ 624$ 5$ 1,351$ Add back: Deferred financing fees 16 9 - 7 Net adjusted debt 1,986$ 633$ 5$ 1,358$


(a) Australia Operations are excluded from G&W's Senior Secured Syndicated Credit Facility Agreement.(b) Adjustments based on Credit Facility Agreement.

Twelve Months Ended December 31, 2018(Guidance)


Net Adjusted Debt/Adjusted EBITDA – Australian Operations

Australian Operations Adjustments Adjusted

Net income 16$ 9$ 24$ Adjusted for:

Provision for income taxes 6 6 Interest expense 56 56 Depreciation and amortization expense 61 61

EBITDA 139$ 9$ 147$

Total debt 702$ 702$ Less: Cash 52 52 Net debt 649$ 649$ Less: Shareholder loan (186) (186) Add back: Deferred financing fees 12 12 Net adjusted debt 661$ (186)$ 475$


Twelve Months Ended December 31, 2017


Net Adjusted Debt/Adjusted EBITDA - Australian Operations

Australian Operations Adjustments Adjusted

Net income 19$ 19$ Adjusted for:

Provision for income taxes 8 8 Interest expense 56 56 Depreciation and amortization expense 65 65

EBITDA 148$ 5$ 153$

Total debt 705$ 705$ Less: Cash 81 81 Net debt 624$ 624$ Less: Shareholder loan (186) (186) Add: Deferred financing fees 9 9 Net adjusted debt 633$ (186)$ 447$


Twelve Months Ended December 31, 2018(Guidance)

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