Document and Entity Information
Document and Entity Information Document - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 03, 2015 | |
Document Information [Line Items] | ||
Entity Registrant Name | GENESEE & WYOMING INC. | |
Entity Central Index Key | 1,012,620 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Class A Common Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 53,244,779 | |
Class B Common Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 843,892 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 30,337 | $ 59,727 |
Accounts receivable, net | 386,059 | 357,278 |
Materials and supplies | 44,936 | 30,251 |
Prepaid expenses and other | 43,448 | 24,176 |
Deferred income tax assets, net | 51,942 | 76,994 |
Total current assets | 556,722 | 548,426 |
PROPERTY AND EQUIPMENT, net | 4,104,092 | 3,788,482 |
GOODWILL | 964,882 | 628,815 |
INTANGIBLE ASSETS, net | 1,137,170 | 587,663 |
DEFERRED INCOME TAX ASSETS, net | 2,182 | 2,500 |
OTHER ASSETS, net | 41,318 | 39,867 |
Total assets | 6,806,366 | 5,595,753 |
CURRENT LIABILITIES: | ||
Current portion of long-term debt | 25,507 | 67,398 |
Accounts payable | 317,554 | 290,746 |
Accrued expenses | 143,462 | 106,094 |
Total current liabilities | 486,523 | 464,238 |
LONG-TERM DEBT, less current portion | 2,341,778 | 1,548,051 |
DEFERRED INCOME TAX LIABILITIES, net | 1,086,808 | 908,852 |
DEFERRED ITEMS - grants from outside parties | 281,732 | 279,286 |
OTHER LONG-TERM LIABILITIES | $ 177,235 | $ 37,346 |
COMMITMENTS AND CONTINGENCIES | ||
EQUITY: | ||
Additional paid-in capital | $ 1,344,373 | $ 1,334,474 |
Retained earnings | 1,396,380 | 1,319,639 |
Accumulated other comprehensive loss | (81,593) | (72,252) |
Treasury stock, at cost | (227,538) | (224,547) |
Total equity | 2,432,290 | 2,357,980 |
Total liabilities and equity | 6,806,366 | 5,595,753 |
Class A Common Stock, $0.01 par value, one vote per share; 180,000,000 shares authorized at June 30, 2015 and December 31, 2014; 65,966,791 and 65,632,309 shares issued and 53,242,722 and 52,938,267 shares outstanding (net of 12,724,069 and 12,694,042 shares in treasury) on June 30, 2015 and December 31, 2014, respectively | ||
EQUITY: | ||
Common Stock | 660 | 656 |
Class B Common Stock, $0.01 par value, ten votes per share; 30,000,000 shares authorized at June 30, 2015 and December 31, 2014; 843,892 and 1,020,485 shares issued and outstanding on June 30, 2015 and December 31, 2014, respectively | ||
EQUITY: | ||
Common Stock | $ 8 | $ 10 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Class A Common Stock, $0.01 par value, one vote per share; 180,000,000 shares authorized at June 30, 2015 and December 31, 2014; 65,966,791 and 65,632,309 shares issued and 53,242,722 and 52,938,267 shares outstanding (net of 12,724,069 and 12,694,042 shares in treasury) on June 30, 2015 and December 31, 2014, respectively | ||
Common Stock, par value per share | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 180,000,000 | 180,000,000 |
Common Stock, shares issued | 65,966,791 | 65,632,309 |
Common Stock, shares outstanding | 53,242,722 | 52,938,267 |
Treasury Stock, shares | 12,724,069 | 12,694,042 |
Class B Common Stock, $0.01 par value, ten votes per share; 30,000,000 shares authorized at June 30, 2015 and December 31, 2014; 843,892 and 1,020,485 shares issued and outstanding on June 30, 2015 and December 31, 2014, respectively | ||
Common Stock, par value per share | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 30,000,000 | 30,000,000 |
Common Stock, shares issued | 843,892 | 1,020,485 |
Common Stock, shares outstanding | 843,892 | 1,020,485 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
OPERATING REVENUES | $ 542,219,000 | $ 414,563,000 | $ 939,249,000 | $ 790,842,000 |
OPERATING EXPENSES: | ||||
Labor and benefits | 165,296,000 | 115,871,000 | 297,414,000 | 232,027,000 |
Equipment rents | 43,483,000 | 19,857,000 | 65,515,000 | 38,932,000 |
Purchased services | 56,177,000 | 24,257,000 | 80,558,000 | 52,396,000 |
Depreciation and amortization | 48,048,000 | 38,212,000 | 90,265,000 | 75,853,000 |
Diesel fuel used in train operations | 37,895,000 | 37,379,000 | 67,592,000 | 79,314,000 |
Electricity used in train operations | 4,977,000 | 404,000 | 5,366,000 | 472,000 |
Casualties and insurance | 10,038,000 | 12,737,000 | 18,561,000 | 22,369,000 |
Materials | 26,929,000 | 19,221,000 | 45,624,000 | 35,515,000 |
Trackage rights | 22,172,000 | 14,021,000 | 35,505,000 | 26,287,000 |
Net gain on sale of assets | (490,000) | (1,369,000) | (807,000) | (2,207,000) |
Other expenses | 28,243,000 | 23,864,000 | 61,585,000 | 44,900,000 |
Total operating expenses | 442,768,000 | 304,454,000 | 767,178,000 | 605,858,000 |
INCOME FROM OPERATIONS | 99,451,000 | 110,109,000 | 172,071,000 | 184,984,000 |
Interest income | 124,000 | 241,000 | 150,000 | 1,275,000 |
Interest expense | (17,772,000) | (17,814,000) | (31,280,000) | (31,455,000) |
Loss on settlement of foreign currency forward purchase contracts | 0 | 0 | (18,686,000) | 0 |
Other income, net | 334,000 | 759,000 | 648,000 | 1,395,000 |
Income before income taxes | 82,137,000 | 93,295,000 | 122,903,000 | 156,199,000 |
Provision for income taxes | (29,300,000) | (32,567,000) | (46,162,000) | (55,467,000) |
Net income | $ 52,837,000 | $ 60,728,000 | $ 76,741,000 | $ 100,732,000 |
Basic earnings per common share | $ 0.94 | $ 1.10 | $ 1.37 | $ 1.83 |
Weighted average shares - Basic | 55,976 | 55,054 | 55,902 | 54,949 |
Diluted earnings per common share | $ 0.92 | $ 1.07 | $ 1.34 | $ 1.77 |
Weighted average shares - Diluted | 57,143 | 56,948 | 57,132 | 56,910 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income/(Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
NET INCOME | $ 52,837 | $ 60,728 | $ 76,741 | $ 100,732 |
OTHER COMPREHENSIVE INCOME/(LOSS): | ||||
Foreign currency translation adjustment | 40,904 | 14,423 | (5,843) | 18,177 |
Net unrealized income/(loss) on qualifying cash flow hedges, net of tax | 2,706 | (6,460) | (3,604) | (13,419) |
Changes in pension and other postretirement benefits, net of tax | 53 | 67 | 106 | 135 |
Other comprehensive income/(loss) | 43,663 | 8,030 | (9,341) | 4,893 |
COMPREHENSIVE INCOME | $ 96,500 | $ 68,758 | $ 67,400 | $ 105,625 |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income/(Loss) Parentheticals - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net unrealized income/(loss) on qualifying cash flow hedges, tax (provision)/benefit | $ (1,804) | $ 4,307 | $ 2,403 | $ 8,946 |
Changes in pension and other postretirement benefits, tax provision | $ (30) | $ (38) | $ (60) | $ (76) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 76,741,000 | $ 100,732,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 90,265,000 | 75,853,000 |
Stock-based compensation | 6,961,000 | 6,011,000 |
Excess tax benefit from share-based compensation | (1,254,000) | (4,182,000) |
Deferred income taxes | 22,672,000 | 36,453,000 |
Net gain on sale of assets | (807,000) | (2,207,000) |
Loss on settlement of foreign currency forward purchase contracts | 18,686,000 | 0 |
Changes in assets and liabilities which provided/(used) cash, net of effect of acquisitions: | ||
Accounts receivable, net | 35,744,000 | (26,616,000) |
Materials and supplies | (868,000) | (1,288,000) |
Prepaid expenses and other | 5,685,000 | 7,620,000 |
Accounts payable and accrued expenses | (73,397,000) | 6,454,000 |
Other assets and liabilities, net | 4,255,000 | 1,233,000 |
Net cash provided by operating activities | 184,683,000 | 200,063,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (160,226,000) | (174,921,000) |
Grant proceeds from outside parties | 22,701,000 | 27,644,000 |
Cash paid for acquisitions, net of cash acquired | (726,698,000) | (220,542,000) |
Net payment from settlement of foreign currency forward purchase contracts related to an acquisition | (18,686,000) | 0 |
Insurance proceeds for the replacement of assets | 1,421,000 | 1,172,000 |
Proceeds from disposition of property and equipment | 1,734,000 | 3,365,000 |
Net cash used in investing activities | (879,754,000) | (363,282,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal payments on long-term borrowings, including capital leases | (306,799,000) | (187,945,000) |
Proceeds from issuance of long-term debt | 977,867,000 | 318,171,000 |
Debt amendment/issuance costs | (5,933,000) | (3,880,000) |
Proceeds from employee stock purchases | 4,183,000 | 6,928,000 |
Treasury stock purchases | (2,992,000) | (3,526,000) |
Excess tax benefit from share-based compensation | 1,254,000 | 4,182,000 |
Net cash provided by financing activities | 667,580,000 | 133,930,000 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (1,899,000) | (555,000) |
DECREASE IN CASH AND CASH EQUIVALENTS | (29,390,000) | (29,844,000) |
CASH AND CASH EQUIVALENTS, beginning of period | 59,727,000 | 62,876,000 |
CASH AND CASH EQUIVALENTS, end of period | $ 30,337,000 | $ 33,032,000 |
Principles of Consolidation and
Principles of Consolidation and Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation and Basis of Presentation [Text Block] | PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION: The interim consolidated financial statements presented herein include the accounts of Genesee & Wyoming Inc. and its subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. These interim consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and are unaudited. They do not contain all disclosures which would be required in a full set of financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, the unaudited financial statements for the three and six months ended June 30, 2015 and 2014 are presented on a basis consistent with the audited financial statements and contain all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of the results for the interim periods presented. The results of operations for interim periods are not necessarily indicative of results of operations for the full year. The consolidated balance sheet data for 2014 was derived from the audited financial statements in the Company's 2014 Annual Report on Form 10-K but does not include all disclosures required by U.S. GAAP. The results of operations of the foreign entities are maintained in the respective local currency (the Australian dollar, the Canadian dollar, the British pound, the Euro and the Polish zloty) and then translated into United States dollars at the applicable exchange rates for inclusion in the consolidated financial statements. As a result, any appreciation or depreciation of these currencies against the United States dollar will impact the Company's results of operations. The interim consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2014 included in the Company's 2014 Annual Report on Form 10-K. When comparing the Company's results from operations from one reporting period to another, it is important to consider that the Company has historically experienced fluctuations in revenues and expenses due to acquisitions, changing economic conditions, commodity prices, competitive forces, changes in foreign currency exchange rates, rail network congestion, one-time freight moves, fuel price fluctuations, customer plant expansions and shutdowns, sales of property and equipment, derailments and weather-related conditions, such as hurricanes, cyclones, tornadoes, droughts, heavy snowfall, unseasonably hot or cold weather, freezing and flooding, among other factors. In periods when these events occur, the Company's results of operations are not easily comparable from one period to another. Finally, certain of the Company's railroads have commodity shipments that are sensitive to general economic conditions and commodity prices, such as steel products, iron ore, paper products and lumber and forest products, as well as product specific market conditions, such as the availability of lower priced alternative sources of power generation (coal) and energy commodity price differentials (crude oil). Other shipments are relatively less affected by economic conditions and are more closely affected by other factors, such as winter weather (salt) and seasonal rainfall (agricultural products). As a result of these and other factors, the Company's results of operations in any reporting period may not be directly comparable to the Company's results of operations in other reporting periods. |
Changes in Operations
Changes in Operations | 6 Months Ended |
Jun. 30, 2015 | |
Significant Changes in Operations [Abstract] | |
Changes in Operations [Text Block] | CHANGES IN OPERATIONS: Europe Freightliner Group Limited: On March 25, 2015 , the Company completed the acquisition of all of the outstanding share capital of RailInvest Holding Company Limited, the parent company of London-based Freightliner Group Limited (Freightliner) , pursuant to the terms of a Share Purchase Agreement dated February 24, 2015. Certain former management shareholders of Freightliner (Management Shareholders) retained an approximate 6% economic interest in Freightliner in the form of deferred consideration. The Company expects to settle the deferred consideration by the end of 2020. Headquartered in London, England, Freightliner is an international freight rail operator with operations in the United Kingdom (U.K.), Poland, Germany, the Netherlands and Australia. Freightliner's principal business is located in the U.K. where it is the second largest freight rail operator, providing service throughout England, Scotland and Wales. In Continental Europe, Freightliner Poland primarily serves aggregates and coal customers in Poland. In addition, Freightliner's ERS subsidiary, based in Rotterdam, provides cross-border intermodal services connecting the northern European ports of Rotterdam, Bremerhaven and Hamburg to key cities in Germany, Poland, Italy and beyond. In Australia, Freightliner currently transports coal and containerized agricultural products for its customers in New South Wales. As of the acquisition date, Freightliner's fleet of primarily leased equipment included approximately 250 standard gauge locomotives, including approximately 45 electric locomotives, and 5,500 railcars. Freightliner employs approximately 2,500 people worldwide. The Company funded the acquisition with borrowings under the Company's Amendment No. 1 to the Amended and Restated Senior Secured Syndicated Credit Facility Agreement (the Credit Agreement) (see Note 5 , Long-Term Debt ) and available cash. The foreign exchange rate used to translate the total consideration to United States dollars was $1.49 for one British pound (GBP). The calculation of the total consideration for the Freightliner acquisition is presented below (amounts in thousands): GBP USD Cash consideration £ 492,083 $ 733,006 Deferred consideration 23,957 35,687 Total consideration £ 516,040 $ 768,693 As of March 25, 2015, the Company recorded a contingent liability within other long-term liabilities of £24.0 million (or $35.7 million at the exchange rate on March 25, 2015). This contingent liability represents the aggregate fair value of the shares transferred to the Company by the Management Shareholders representing an economic interest of approximately 6% on the acquisition date at the Freightliner acquisition price per share, in exchange for the right to receive cash consideration for the representative economic interest in the future (deferred consideration). The Company will recalculate the estimated fair value of the deferred consideration in each reporting period until it is paid in full by using a contractual formula designed to estimate the economic value of the Management Shareholders' retained interest in a manner consistent with that used to derive the Freightliner acquisition price per share on the acquisition date. Accordingly, a change in the fair value of the deferred consideration could have a material effect on the Company's results of operations for the period in which a change in estimate occurs. As of June 30, 2015 , there was no change in the estimated fair value of the deferred consideration (see Note 7 , Fair Value of Financial Instruments ), resulting in no change to the contingent liability. The Company expects to recognize future changes in the contingent liability for the estimated fair value of the deferred consideration through other expenses within the Company's consolidated statement of operations. These future changes in the estimated fair value of the deferred consideration are not expected to be deductible for tax purposes. Each of the Management Shareholders may elect to receive one third of their respective deferred consideration valued as of March 31, 2018, 2019 and 2020. The remaining portion of the deferred consideration will be valued as of March 31, 2020 and paid by the end of 2020. The results of operations from Freightliner have been included in the Company's consolidated statement of operations since the March 25, 2015 acquisition date. The results of Freightliner's U.K. and Continental Europe operations are included in the Company's U.K./European Operations segment and the results of Freightliner's Australia operations are included in the Company's Australian Operations segment (see Note 13 , Segment and Geographic Area Information ). Freightliner contributed $186.2 million of total revenues and $8.9 million of income from operations to the Company's consolidated results since the March 25, 2015 acquisition date. The Company incurred $0.7 million and $13.3 million of acquisition and integration costs associated with Freightliner during the three and six months ended June 30, 2015 , respectively, which were included within other expenses in the Company's consolidated statement of operations. In addition, the Company recorded a loss of $18.7 million on the settlement of foreign currency forward purchase contracts during the six months ended June 30, 2015 , which were entered into in contemplation of the Freightliner acquisition (see Note 6 , Derivative Financial Instruments ). The Company accounted for the acquisition as a business combination using the acquisition method of accounting under U.S. GAAP. The acquired assets and liabilities of Freightliner were recorded at their preliminary acquisition-date fair values and were consolidated with those of the Company as of the acquisition date. The final determination of these preliminary fair values is subject to completion of an assessment of the acquisition-date fair values of acquired assets and liabilities. The foreign exchange rate used to translate the preliminary balance sheet to United States dollars was $1.49 for one British pound. The following preliminary acquisition-date fair values were assigned to the acquired net assets (amounts in thousands): GBP USD Cash and cash equivalents £ 31,840 $ 47,429 Accounts receivable 54,416 81,058 Materials and supplies 9,740 14,509 Prepaid expenses and other 17,292 25,758 Property and equipment 160,500 239,081 Goodwill 218,433 325,378 Intangible assets 360,100 536,405 Other assets 351 523 Total assets 852,672 1,270,141 Current portion of long-term debt 13,946 20,774 Accounts payable and accrued expenses 101,297 150,893 Long-term debt, less current portion 39,738 59,194 Deferred income tax liabilities, net 122,167 181,980 Other long-term liabilities 59,484 88,607 Net assets £ 516,040 $ 768,693 The Company assigned £360.1 million (or $536.4 million at the exchange rate on March 25, 2015) to amortizable intangible assets with a weighted average amortization period of approximately 85 years. In addition, the Company assigned £218.4 million (or $325.4 million at the exchange rate on March 25, 2015) to goodwill in its preliminary allocation. The goodwill will not be deductible for tax purposes. Included in the £13.9 million (or $20.8 million at the exchange rate on March 25, 2015) current portion of long-term debt assumed was a £12.5 million (or $18.6 million at the exchange rate on March 25, 2015) capital lease liability assumed by the Company. In addition, the £39.7 million (or $59.2 million at the exchange rate on March 25, 2015) of long-term debt, less current portion, represents a long-term capital lease liability assumed by the Company. Freightliner enters into operating and capital leases for railcars, locomotives and other equipment as well as real property. In addition, the Company assumed bank guarantees of the acquired entities of €3.4 million (or $3.7 million at the exchange rate on March 25, 2015) primarily associated with credit and payment guarantees. The following is a summary of future minimum lease payments under capital leases and operating leases for Freightliner as of March 25, 2015 (dollars in thousands): Capital Operating Total 2015 (April - December) $ 14,322 $ 64,600 $ 78,922 2016 16,992 74,622 91,614 2017 10,509 64,465 74,974 2018 7,050 56,425 63,475 2019 6,545 43,492 50,037 Thereafter 37,755 139,157 176,912 Total minimum payments $ 93,173 $ 442,761 $ 535,934 The Company assumed a pension liability of £57.2 million (or $85.2 million at the exchange rate on March 25, 2015) as of the acquisition date, of which, £51.0 million (or $76.0 million at the exchange rate on March 25, 2015) was included in other long-term liabilities and £6.2 million (or $9.2 million at the exchange rate on March 25, 2015) was included in accounts payable and accrued expenses. During the three months ended June 30, 2015 , the Company recorded a measurement period adjustment to the fair value of the net pension liability assumed with an offset to deferred income tax liabilities, net and goodwill based on an actuary valuation prepared as of the acquisition date. See Note 8 , U.K. Pension Plan , for additional information regarding the Company's U.K. pension program. Pro Forma Financial Results (Unaudited) The following table summarizes the Company's unaudited pro forma operating results for the six months ended June 30, 2015 and three and six months ended June 30, 2014 as if the acquisition of Freightliner had been consummated as of January 1, 2014. The following pro forma financial information does not include the impact of any costs to integrate the operations or the impact of derivative instruments that the Company has entered into or may enter into to mitigate interest rate risk (dollars in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2014 2015 2014 Operating revenues $ 615,887 $ 1,095,868 $ 1,191,947 Net income $ 68,376 $ 100,626 $ 93,357 Basic earnings per common share $ 1.24 $ 1.80 $ 1.70 Diluted earnings per common share $ 1.20 $ 1.76 $ 1.64 The unaudited pro forma operating results included the acquisition of Freightliner adjusted, net of tax, for depreciation and amortization expense resulting from the determination of preliminary fair values of the acquired property and equipment and amortizable intangible assets, the inclusion of interest expense related to borrowings used to fund the acquisition, the amortization of debt issuance costs related to the Company's entry into the Credit Agreement and the elimination of Freightliner's interest expense related to debt not assumed in the acquisition. Since the pro forma financial results assume the acquisition was consummated on January 1, 2014, the 2015 unaudited pro forma operating results for the six months ended June 30, 2015 excluded $12.6 million ( $9.5 million , net of tax) of costs incurred by the Company related to the acquisition of Freightliner, $12.2 million ( $9.1 million , net of tax) of transaction-related costs incurred by Freightliner and an $18.7 million ( $11.6 million , net of tax) loss on settlement of foreign currency forward purchase contracts directly attributable to the acquisition of Freightliner. The 2014 unaudited pro forma operating results for the six months ended June 30, 2014 included $12.6 million ( $9.5 million , net of tax) of costs incurred by the Company related to the acquisition of Freightliner and $15.9 million ( $11.9 million , net of tax) of transaction-related costs incurred by Freightliner. Prior to the acquisition, Freightliner's fiscal year was based on a 52/53 week period ending on the nearest Saturday on or before March 31. Since Freightliner and the Company had different fiscal year end dates, the unaudited pro forma operating results were prepared based on comparable periods. The unaudited pro forma operating results for the six months ended June 30, 2015 were based upon the Company's consolidated statement of operations for the six months ended June 30, 2015 and the sum of Freightliner's historical operating results for the 12 weeks ended March 28, 2015, adjusted for the five days already included in the Company's first quarter results. The foreign exchange rate used to translate Freightliner's historical operating results to United States dollars was $1.51 for one British pound (which was calculated based on average daily exchange rates during three month period ended March 31, 2015). The unaudited pro forma operating results for the three and six months ended June 30, 2014 were based upon the Company's consolidated statement of operations for the three and six months ended June 30, 2014 and the sum of Freightliner's historical operating results for the 24 weeks ended June 21, 2014. The foreign exchange rate used to translate Freightliner's operating results to United States dollars was $1.68 for one British pound for the three months ended June 30, 2014 and $1.66 for one British pound for the three months ended March 31, 2014 (which were calculated based on average daily exchange rates during each of the respective periods). The pro forma financial information does not purport to be indicative of the results that actually would have been obtained had the transactions been completed as of January 1, 2014 and for the periods presented and are not intended to be a projection of future results or trends. United States Pinsly's Arkansas Division: On January 5, 2015, the Company completed the acquisition of certain subsidiaries of Pinsly Railroad Company (Pinsly) that constituted Pinsly's Arkansas Division (Pinsly Arkansas) for $41.3 million in cash. The Company funded the acquisition with borrowings under the Company's Amended and Restated Senior Secured Syndicated Credit Facility Agreement (Prior Credit Agreement). The results of operations from Pinsly Arkansas have been included in the Company's consolidated statements of operations since the acquisition date within the Company's North American Operations segment. Headquartered in Jones Mill, Arkansas, Pinsly Arkansas serves the Hot Springs and Little Rock areas, as well as the southwestern and southeastern portions of Arkansas and includes: (1) Arkansas Midland Railroad Company, Inc. (AKMD), which is comprised of seven non-contiguous branch lines; (2) The Prescott and Northwestern Railroad Company (PNW); (3) Warren & Saline River Railroad Company (WSR); and (4) the two Arkansas transload operations of Pinsly's former Railroad Distribution Services, Inc. subsidiary. Operations are comprised of 137 miles of owned and leased track, 77 employees and 16 locomotives. The railroads currently haul approximately 35,000 carloads per year and serve a diverse customer base in industries including aluminum, forest products, aggregates, energy and carton board. Rapid City, Pierre & Eastern Railroad, Inc.: On May 30, 2014, the Company's newly formed subsidiary, Rapid City, Pierre & Eastern Railroad, Inc. (RCP&E), purchased the assets comprising the western end of Canadian Pacific Railway Limited's (CP) Dakota, Minnesota & Eastern Railroad Corporation (DM&E) rail line for a cash purchase price of $218.6 million , including the purchase of materials and supplies, railcars, equipment and vehicles. RCP&E commenced freight service on the line on June 1, 2014. The results of operations from RCP&E have been included in the Company's consolidated statements of operations since the acquisition date within the Company's North American Operations segment. RCP&E operates approximately 670 miles of rail line between Tracy, Minnesota and Rapid City, South Dakota; north of Rapid City to Colony, Wyoming; south of Rapid City to Dakota Junction, Nebraska; and connecting branch lines as well as trackage from Dakota Junction to Crawford, Nebraska, currently leased to the Nebraska Northwestern Railroad Inc. (NNW). Customers on the RCP&E ship approximately 63,000 carloads annually of grain, bentonite clay, ethanol, fertilizer and other products. RCP&E has the ability to interchange with CP, Union Pacific Railroad, BNSF Railway Company and NNW. RCP&E has approximately 180 employees, most of whom were hired from the DM&E operations. The Company accounted for the acquisition as a business combination using the acquisition method of accounting under U.S. GAAP. The following acquisition-date fair values were assigned to the acquired net assets (dollars in thousands): Materials and supplies $ 3,621 Prepaid expenses and other 116 Property and equipment 217,032 Deferred income tax assets 325 Total assets 221,094 Current portion of long-term debt 1,121 Accounts payable and accrued expenses 108 Long-term debt, less current portion 1,260 Net assets $ 218,605 |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | EARNINGS PER COMMON SHARE: The following table sets forth the computation of basic and diluted earnings per common share for the three and six months ended June 30, 2015 and 2014 (in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Numerator: Net income $ 52,837 $ 60,728 $ 76,741 $ 100,732 Denominators: Weighted average Class A common shares outstanding - Basic 55,976 55,054 55,902 54,949 Weighted average Class B common shares outstanding 915 1,519 958 1,564 Dilutive effect of employee stock-based awards 252 375 272 397 Weighted average shares - Diluted 57,143 56,948 57,132 56,910 Basic earnings per common share $ 0.94 $ 1.10 $ 1.37 $ 1.83 Diluted earnings per common share $ 0.92 $ 1.07 $ 1.34 $ 1.77 The Company's basic and diluted earnings per common share calculations reflect the weighted average shares issuable upon settlement of the prepaid stock purchase contract component of the Company's Tangible Equity Units (TEUs). For purposes of determining the number of shares included in these calculations, the Company used the weighted average market price of its Class A Common Stock for the 20 consecutive trading days beginning on, and including, the 23 rd scheduled trading day immediately preceding the period end date, which is consistent with the terms of the TEU purchase contracts. The following total number of Class A Common Stock shares issuable under the assumed exercise of stock-based awards computed based on the treasury stock method were excluded from the calculation of diluted earnings per common share, as the effect of including these shares would have been antidilutive (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Antidilutive shares 617 256 520 215 |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2015 | |
Accounts Receivable, Net [Abstract] | |
Accounts Receivable [Text Block] | ACCOUNTS RECEIVABLE: Accounts receivable consisted of the following as of June 30, 2015 and December 31, 2014 (dollars in thousands): June 30, December 31, Accounts receivable - trade $ 340,714 $ 304,087 Accounts receivable - grants from outside parties 20,949 32,076 Accounts receivable - insurance and other third-party claims 28,862 26,941 Total accounts receivable 390,525 363,104 Less: Allowance for doubtful accounts (4,466 ) (5,826 ) Accounts receivable, net $ 386,059 $ 357,278 Included in the accounts receivable, net balance as of June 30, 2015 was £50.2 million (or $79.0 million at the exchange rate on June 30, 2015 ) from Freightliner. Grants from Outside Parties The Company periodically receives grants for the upgrade and construction of rail lines and the upgrade of locomotives from federal, provincial, state and local agencies in the United States, Australia and provinces in Canada in which the Company operates. These grants typically reimburse the Company for 50% to 100% of the actual cost of specific projects. In total, the Company received grant proceeds of $22.7 million and $27.6 million in the six months ended June 30, 2015 and 2014 , respectively, from such grant programs. The proceeds were presented as cash inflows from investing activities within each of the applicable periods. None of the Company's grants represent a future liability of the Company unless the Company abandons the rehabilitated or new track structure within a specified period of time or fails to maintain the upgraded or new track to certain standards, fails to make certain minimum capital improvements or ceases use of the locomotives within the specified geographic area and time period, in each case as required by the applicable grant agreement. As the Company intends to comply with the requirements of these agreements, the Company has recorded additions to track property and locomotives and has deferred the amount of the grants. The amortization of deferred grants is a non-cash offset to depreciation expense over the useful lives of the related assets. The following table sets forth the offset to depreciation expense from the amortization of deferred grants recorded by the Company during the three and six months ended June 30, 2015 and 2014 (dollars in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Amortization of deferred grants $ 2,725 $ 2,750 $ 5,524 $ 5,443 Insurance and Third-Party Claims Accounts receivable from insurance and other third-party claims at June 30, 2015 included $13.7 million from the Company's North American Operations, $9.1 million from the Company's Australian Operations and $6.1 million from the Company's U.K./European Operations. The balance from the Company's North American Operations resulted predominately from the Company's anticipated insurance recoveries associated with a derailment in Alabama (the Aliceville Derailment) in November 2013. The balance from the Company's Australian Operations resulted primarily from the Company's anticipated insurance recoveries associated with derailments in Australia in 2012. The balance from the Company's U.K./European Operations resulted primarily from the Company's anticipated insurance recoveries associated with a rail-related collision in Germany in 2014 that occurred prior to the Company's acquisition of Freightliner. The Company received proceeds from insurance totaling $1.4 million and $1.2 million for the six months ended June 30, 2015 and 2014 , respectively. |
Long-Term Debt Long-Term Debt
Long-Term Debt Long-Term Debt | 6 Months Ended |
Jun. 30, 2015 | |
Long-term Debt, Unclassified [Abstract] | |
Long-term Debt [Text Block] | LONG-TERM DEBT: Credit Agreement In anticipation of its acquisition of Freightliner, the Company entered into Amendment No. 1 to the Amended and Restated Senior Secured Syndicated Credit Facility Agreement (the Credit Agreement) on March 20, 2015. In connection with entering into the Credit Agreement, the Company wrote-off $2.0 million of unamortized deferred financing fees and capitalized an additional $5.5 million of new fees. Deferred financing costs are amortized as additional interest expense over the term of the related debt using the effective-interest method for the term loan debt and the straight-line method for the revolving credit facility. The credit facilities under the Credit Agreement are comprised of a $1,782.0 million United States term loan, an A$324.6 million (or $252.5 million at the exchange rate on March 20, 2015) Australian term loan, a £101.7 million (or $152.2 million at the exchange rate on March 20, 2015) U.K. term loan and a $625.0 million revolving credit facility. The revolving credit facility includes borrowing capacity for letters of credit and swingline loans. The Credit Agreement also extended the maturity date of each of the Company's credit facilities to March 31, 2020 . The $625.0 million revolving credit facility under the Credit Agreement includes flexible sub-limits for revolving loans denominated in United States dollars, Australian dollars, Canadian dollars, British pounds and Euros and provides for the ability to reallocate commitments among the sub-limits, provided that the total amount of all Australian dollar, Canadian dollar, British pound, Euro or other designated currencies sub-limits cannot exceed a combined $500.0 million . At the Company's election, at the time of entering into specific borrowings, interest on borrowings is calculated under a "Base Rate" or "LIBOR/BBSW Rate." LIBOR is the London Interbank Offered Rate. BBSW is the Bank Bill Swap Reference Rate within Australia, which the Company believes is generally considered the Australian equivalent to LIBOR. The applicable borrowing spread for the Base Rate loans was initially 1.0% over the base rate, and, following the Company's first quarterly compliance certificate, ranges from 0.0% to 1.0% depending upon the Company's total leverage ratio. The applicable borrowing spread for LIBOR/BBSW Rate loans was initially 2.0% over the LIBOR or BBSW and, following the Company's first quarterly compliance certificate, ranges from 1.0% to 2.0% depending upon the Company's total leverage ratio as defined in the Credit Agreement. In addition to paying interest on any outstanding borrowings under the Credit Agreement, the Company is required to pay a commitment fee related to the unutilized portion of the commitments under the revolving credit facility. The commitment fee rate was initially 0.3% per annum and, following the Company's first quarterly compliance certificate, ranges from 0.2% to 0.3% depending upon the Company's total leverage ratio as defined in the Credit Agreement. Since entering into the Credit Agreement, the Company made prepayments on its Australian term loan of A$14.0 million (or $10.7 million at the exchange rates on the dates the payments were made). As of June 30, 2015 , the Company had outstanding term loans of $1,782.0 million with an interest rate of 2.19% , A$310.6 million (or $239.5 million at the exchange rate on June 30, 2015 ) with an interest rate of 4.09% and £101.7 million (or $159.9 million at the exchange rate on June 30, 2015 ) with an interest rate of 2.51% . The United States dollar-denominated, Australian dollar-denominated and British pound-denominated term loans will amortize in quarterly installments commencing with the quarter ending September 30, 2016, with the remaining principal balance payable upon maturity, as set forth below (amounts in thousands): Quarterly Payment Date Principal Amount of Each Quarterly Installment United States dollar: September 30, 2016 through June 30, 2018 $ 22,275 September 30, 2018 through December 31, 2019 $ 44,550 Maturity date - March 31, 2020 $ 1,336,500 Australian dollar: September 30, 2016 through June 30, 2018 A$ 4,058 September 30, 2018 through December 31, 2019 A$ 8,116 Maturity date - March 31, 2020 A$ 229,470 British pound: September 30, 2016 through June 30, 2018 £ 1,271 September 30, 2018 through December 31, 2019 £ 2,542 Maturity date - March 31, 2020 £ 76,261 As of June 30, 2015 , out of the Company's $625.0 million of available capacity under its revolving credit facility, the Company had $91.1 million in borrowings, $2.5 million in letter of credit guarantees and $531.4 million of unused borrowing capacity. The Company's availability to draw from the unused borrowing capacity is subject to covenant limitations as discussed below. As of June 30, 2015 , the Company had outstanding revolving loans of $46.0 million in United States dollar-denominated borrowings with an interest rate of 2.19% , C$35.5 million in Canadian dollar-denominated borrowings (or $28.4 million at the exchange rate on June 30, 2015 ) with an interest rate of 2.99% , £8.5 million in British pound-denominated borrowings (or $13.4 million at the exchange rate on June 30, 2015 ) with an interest rate of 2.51% and €3.0 million in Euro-denominated borrowings (or $3.3 million at the exchange rate on June 30, 2015 ) with an interest rate of 1.92% . The Credit Agreement contains a number of customary affirmative and negative covenants with respect to which the Company must maintain compliance. Those covenants, among other things, limit or prohibit the Company's ability, subject to certain exceptions, to incur additional indebtedness; create liens; make investments; pay dividends on capital stock or redeem, repurchase or retire capital stock; consolidate or merge or make acquisitions or dispose of assets; enter into sale and leaseback transactions; engage in any business unrelated to the business currently conducted by the Company; sell or issue capital stock of certain of the Company's restricted subsidiaries; change the Company's fiscal year; enter into certain agreements containing negative pledges and upstream limitations and engage in certain transactions with affiliates. Under the Credit Agreement, the Company may not exceed specified maximum total leverage ratios as described in the following table: Quarterly Periods Ending Maximum Total Leverage Ratio March 31, 2015 through March 31, 2016 4.50 to 1.00 June 30, 2016 through June 30, 2017 3.75 to 1.00 September 30, 2017 through March 31, 2020 3.50 to 1.00 As of June 30, 2015 , the Company was in compliance with the covenants under the Credit Agreement , including the maximum total leverage ratio covenant noted above. The existing term loans and revolving loans under the Credit Agreement are guaranteed by substantially all of the Company's United States subsidiaries and by substantially all of its foreign subsidiaries solely in respect of the foreign guaranteed obligations subject, in each case, to certain exceptions. The Credit Agreement is collateralized by certain real and personal property assets of the Company's domestic subsidiaries that have guaranteed the Company's obligations under the Credit Agreement and certain personal property assets of its foreign subsidiaries that have guaranteed the foreign obligations under the Credit Agreement. In May 2014, the Company entered into the Amended and Restated Senior Secured Syndicated Credit Facility Agreement (the Prior Credit Agreement), which included a $1,520.0 million United States term loan, an A$216.8 million (or $200.3 million at the exchange rate on May 27, 2014) Australian term loan and a $625.0 million revolving credit facility. Each of the credit facilities under the Prior Credit Agreement had a maturity date of May 31, 2019 . As of December 31, 2014 , the Company had outstanding revolving loans of $11.0 million in United States dollar-denominated borrowings with an interest rate of 1.67% , A$8.0 million in an Australian dollar-denominated swingline loan (or $6.5 million at the exchange rate on December 31, 2014 ) with an interest rate of 6.44% , C$24.0 million in Canadian dollar-denominated borrowings (or $20.7 million at the exchange rate on December 31, 2014 ) with an interest rate of 2.79% and €4.1 million in Euro-denominated borrowings (or $5.0 million at the exchange rate on December 31, 2014 ) with an interest rate of 1.51% . As of December 31, 2014 , out of the Company's $625.0 million of available capacity under its revolving credit facility, the Company had $43.2 million in borrowings, $2.6 million in letter of credit guarantees and $579.2 million of unused borrowing capacity. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Derivative Instruments [Abstract] | |
Derivative Financial Instruments [Text Block] | DERIVATIVE FINANCIAL INSTRUMENTS: The Company actively monitors its exposure to interest rate and foreign currency exchange rate risks and uses derivative financial instruments to manage the impact of these risks. The Company uses derivatives only for purposes of managing risk associated with underlying exposures. The Company does not trade or use derivative instruments with the objective of earning financial gains on the interest rate or exchange rate fluctuations alone, nor does the Company use derivative instruments where it does not have underlying exposures. Complex instruments involving leverage or multipliers are not used. The Company manages its hedging position and monitors the credit ratings of counterparties and does not anticipate losses due to counterparty nonperformance. Management believes its use of derivative instruments to manage risk is in the Company's best interest. However, the Company's use of derivative financial instruments may result in short-term gains or losses and increased earnings volatility. The Company's instruments are recorded in the consolidated balance sheets at fair value in prepaid expenses and other, other assets, net, accrued expenses or other long-term liabilities. The Company may designate derivatives as a hedge of a forecasted transaction or a hedge of the variability of the cash flows to be received or paid in the future related to a recognized asset or liability (cash flow hedge). The portion of the changes in the fair value of the derivative used as a cash flow hedge that is offset by changes in the expected cash flows related to a recognized asset or liability (the effective portion) is recorded in other comprehensive income/(loss). As the hedged item is realized, the gain or loss included in accumulated other comprehensive income/(loss) is reported in the consolidated statements of operations on the same line item as the hedged item. The portion of the changes in the fair value of derivatives used as cash flow hedges that is not offset by changes in the expected cash flows related to a recognized asset or liability (the ineffective portion) is immediately recognized in earnings on the same line item as the hedged item. The Company matches the hedge instrument to the underlying hedged item (assets, liabilities, firm commitments or forecasted transactions). At inception of the hedge and at least quarterly thereafter, the Company assesses whether the derivatives used to hedge transactions are highly effective in offsetting changes in either the fair value or cash flows of the hedged item. When it is determined that a derivative ceases to be a highly effective hedge, the Company discontinues hedge accounting, and any gains or losses on the derivative instrument thereafter are recognized in earnings during the period in which it no longer qualifies for hedge accounting. From time to time, the Company may enter into certain derivative instruments that may not be designated as hedges for accounting purposes. For example, to mitigate currency exposures related to intercompany debt, cross-currency swap contracts may be entered into for periods consistent with the underlying debt. The Company believes such instruments are closely correlated with the underlying exposure, thus reducing the associated risk. The gains or losses from the changes in the fair value of derivative instruments not accounted for using hedge accounting are recognized in current period earnings within other income, net. Derivative instruments entered into in conjunction with contemplated acquisitions also do not qualify as hedges for accounting purposes. Interest Rate Risk Management The Company uses interest rate swap agreements to manage its exposure to the changes in interest rates on the Company's variable rate debt. These swap agreements are recorded in the consolidated balance sheets at fair value. Changes in the fair value of the swap agreements are recorded in net income or other comprehensive income/(loss), based on whether the agreements are designated as part of a hedge transaction and whether the agreements are effective in offsetting the change in the value of the future interest payments attributable to the underlying portion of the Company's variable rate debt. Interest payments accrued each reporting period for these interest rate swaps are recognized in interest expense. The Company formally documents its hedge relationships, including identifying the hedge instruments and hedged items, as well as its risk management objectives and strategies for entering into the hedge transaction. The following table summarizes the terms of the Company's outstanding interest rate swap agreements entered into to manage the Company's exposure to changes in interest rates on its variable rate debt (dollars in thousands): Notional Amount Effective Date Expiration Date Date Amount Pay Fixed Rate Receive Variable Rate 9/30/2014 9/30/2015 9/30/2014 $ 1,150,000 0.54% 1-month LIBOR 12/31/2014 $ 1,100,000 0.54% 1-month LIBOR 3/31/2015 $ 1,050,000 0.54% 1-month LIBOR 6/30/2015 $ 1,000,000 0.54% 1-month LIBOR 9/30/2015 9/30/2016 9/30/2015 $ 350,000 0.93% 1-month LIBOR 9/30/2016 9/30/2026 9/30/2026 $ 100,000 2.79% 3-month LIBOR 9/30/2016 9/30/2026 9/30/2026 $ 100,000 2.79% 3-month LIBOR 9/30/2016 9/30/2026 9/30/2026 $ 100,000 2.80% 3-month LIBOR On November 9, 2012, the Company entered into multiple 10-year forward starting interest rate swap agreements to manage the exposure to changes in interest rates on the Company's variable rate debt. It remains probable that the Company will either issue $300.0 million of fixed-rate debt or have $300.0 million of variable-rate debt under the Company's commercial banking lines throughout the term of the outstanding swap agreements. The forward starting interest rate swap agreements are expected to settle in cash on September 30, 2016 . The Company expects any gains or losses on settlement will be amortized over the life of the respective swaps. The fair values of the Company's interest rate swap agreements were estimated based on Level 2 inputs. The Company's effectiveness testing during the three and six months ended June 30, 2015 and 2014 resulted in no amount of gain or loss reclassified from accumulated other comprehensive loss into earnings due to ineffectiveness. During the three and six months ended June 30, 2015 , $0.8 million and $1.6 million , respectively, of existing net losses were realized and recorded as interest expense in the consolidated statements of operations. During the three and six months ended June 30, 2014 , $0.6 million and $1.0 million , respectively, of existing net losses were realized and recorded as interest expense in the consolidated statements of operations. Based on the Company's fair value assumptions as of June 30, 2015 , it expects to realize $1.9 million of existing net losses that are reported in accumulated other comprehensive loss into earnings within the next 12 months. See Note 11 , Accumulated Other Comprehensive Income/(Loss) , for additional information regarding the Company's cash flow hedges. Foreign Currency Exchange Rate Risk As of June 30, 2015 , the Company's foreign subsidiaries had $521.4 million of third-party debt, including capital leases, denominated in the local currencies in which the Company's foreign subsidiaries operate, including the British pound, Australian dollar, Canadian dollar and the Euro. The debt service obligations associated with this foreign currency debt are generally funded directly from those foreign operations. As a result, foreign currency risk related to this portion of the Company's debt service payments is limited. However, in the event the foreign currency debt service is not paid by the Company's foreign subsidiaries and is paid by United States subsidiaries, the Company may face exchange rate risk if the British pound, Australian dollar, Canadian dollar or the Euro were to appreciate relative to the United States dollar and require higher United States dollar equivalent cash. The Company is also exposed to foreign currency exchange rate risk related to its foreign subsidiaries, including non-functional currency intercompany debt, typically as a result of intercompany debt from the Company's United States subsidiaries to its foreign subsidiaries associated with acquisitions and any timing difference between announcement and closing of an acquisition of a foreign business. To mitigate currency exposures related to non-functional currency denominated intercompany debt, cross-currency swap contracts or foreign currency forward contracts may be entered into for periods consistent with the underlying debt. In determining the fair value of the derivative contract, the significant inputs to valuation models are quoted market prices of similar instruments in active markets. To mitigate currency exposures of non-United States dollar-denominated acquisitions, the Company may enter into foreign currency forward purchase contracts. However, cross-currency swap contracts and foreign currency forward purchase contracts used to mitigate exposures on foreign currency intercompany debt may not qualify for hedge accounting. In cases where the cross-currency swap contracts and foreign currency forward purchase contracts do not qualify for hedge accounting, the Company believes that such instruments are closely correlated with the underlying exposure, thus reducing the associated risk. The gains or losses from changes in the fair value of derivative instruments that do not qualify for hedge accounting are recognized in current period earnings within other income, net. On February 25, 2015 , the Company announced its entry into an agreement to acquire all of the outstanding share capital of RailInvest Holding Company Limited, the parent company of Freightliner, for cash consideration of approximately £490 million (or approximately $755 million at the exchange rate on February 25, 2015 ). Shortly after the announcement of the acquisition, the Company entered into British pound forward purchase contracts to fix £307.1 million of the purchase price to US $475.0 million and £84.7 million of the purchase price to A$163.8 million . The subsequent decrease in value of the British pound versus the United States and Australian dollars between the dates the British pound forward purchase contracts were entered into and March 23, 2015, the date that the £391.8 million in funds were delivered, resulted in a loss on settlement of foreign currency forward purchase contracts of $18.7 million for the six months ended June 30, 2015 . On March 25, 2015, the Company closed on the Freightliner transaction and paid cash consideration for the acquisition of £492.1 million (or $733.0 million at the exchange rate on March 25, 2015). The Company financed the acquisition through a combination of available cash and borrowings under the Credit Agreement. A portion of the funds were transferred from the United States to the U.K. through an intercompany loan with a notional amount of £120.0 million (or $181.0 million at the exchange rate on the effective date of the loan) and accrued interest as of June 30, 2015 of £2.0 million (or $3.2 million at the exchange rate on June 30, 2015 ), each of which are expected to remain until maturity of the loan. To mitigate the foreign currency exchange rate risk related to this non-functional currency intercompany loan and the related interest, the Company entered into British pound forward purchase contracts, which are accounted for as cash flow hedges. The fair values of the Company's British pound forward purchase contracts were estimated based on Level 2 inputs. The Company's effectiveness testing during the three and six months ended June 30, 2015 resulted in no amount of gain or loss reclassified from accumulated other comprehensive loss into earnings due to ineffectiveness. The following table summarizes the Company's outstanding British pound forward purchase contracts (British pounds in thousands): Effective Date Settlement Date Notional Amount Exchange Rate 3/25/2015 3/25/2020 £60,000 1.50 3/25/2015 3/25/2020 £60,000 1.51 6/30/2015 3/25/2020 £2,035 1.57 On December 3, 2012, the Company entered into two Australian dollar/United States dollar floating to floating cross-currency swap agreements (the Swaps), to mitigate the foreign currency exchange rate risk related to a non-functional currency intercompany loan between the United States and Australian entities, originally set to expire on December 1, 2014, which did not qualify as hedges for accounting purposes. On May 23, 2014, the intercompany loan was repaid and the Company terminated the Swaps. In connection with the termination, the Company paid A$105 million and received $108.9 million . The Swaps required the Company to pay Australian dollar BBSW plus 3.25% based on a notional amount of A$105.0 million and allowed the Company to receive United States LIBOR plus 2.82% based on a notional amount of $109.6 million on a quarterly basis. As a result of the quarterly net settlement payments, the Company realized a net expense of $0.6 million and $1.2 million within interest expense for the three and six months ended June 30, 2014 , respectively. In addition, for the three and six months ended June 30, 2014 , the Company recognized a net expense of $0.3 million and $0.1 million , respectively, within other income, net related to the settlement of the derivative agreement and the mark-to-market of the underlying intercompany debt instrument to the exchange rate. The following table summarizes the fair value of the Company's derivative instruments recorded in the consolidated balance sheets as of June 30, 2015 and December 31, 2014 (dollars in thousands): Fair Value Balance Sheet Location June 30, December 31, 2014 Asset Derivatives: Derivatives designated as hedges: Interest rate swap agreements Prepaid expenses and other $ — $ 35 Interest rate swap agreements Other assets, net 415 101 Total derivatives designated as hedges $ 415 $ 136 Liability Derivatives: Derivatives designated as hedges: Interest rate swap agreements Accrued expenses $ 1,854 $ 2,249 Interest rate swap agreements Other long-term liabilities 333 2,462 British pound forward purchase contracts Other long-term liabilities 8,812 — Total liability derivatives designated as hedges $ 10,999 $ 4,711 The following table shows the effect of the Company's derivative instruments designated as cash flow hedges for the three and six months ended June 30, 2015 and 2014 in other comprehensive income/(loss) (OCI) (dollars in thousands): Total Cash Flow Hedge OCI Activity, Net of Tax Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Derivatives Designated as Cash Flow Hedges: Effective portion of changes in fair value recognized in OCI: Interest rate swap agreements $ 7,521 $ (6,460 ) $ 1,682 $ (13,419 ) British pound forward purchase contracts (4,815 ) — (5,286 ) — $ 2,706 $ (6,460 ) $ (3,604 ) $ (13,419 ) The following table shows the effect of the Company's derivative instruments not designated as hedges for the three and six months ended June 30, 2015 and 2014 in the consolidated statements of operations (dollars in thousands): Amount Recognized in Earnings Three Months Ended Six Months Ended Location of Amount Recognized in Earnings June 30, June 30, 2015 2014 2015 2014 Derivative Instruments Not Designated as Hedges: Cross-currency swap agreements Interest expense $ — $ (630 ) $ — $ (1,184 ) Cross-currency swap agreements Other income, net — (262 ) — (86 ) British pound forward purchase contracts Loss on settlement of foreign currency forward purchase contracts — — (18,686 ) — $ — $ (892 ) $ (18,686 ) $ (1,270 ) |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments [Text Block] | FAIR VALUE OF FINANCIAL INSTRUMENTS: The Company applies the following three-level hierarchy of valuation inputs for measuring fair value: • Level 1 - Quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date. • Level 2 - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which all significant inputs are observable market data. • Level 3 - Valuations derived from valuation techniques in which one or more significant inputs are unobservable. The following methods and assumptions were used to estimate the fair value of each class of financial instruments held by the Company: • Financial Instruments Carried at Fair Value: Derivative instruments are recorded on the consolidated balance sheets as either assets or liabilities measured at fair value. During the reporting period, the Company's derivative financial instruments consisted of interest rate swap agreements and British pound forward purchase contracts. The Company estimated the fair value of its interest rate swap agreements based on Level 2 valuation inputs, including fixed interest rates, LIBOR implied forward interest rates and the remaining time to maturity. The Company estimated the fair value of its British pound forward purchase contracts based on Level 2 valuation inputs, including LIBOR implied forward interest rates, British pound LIBOR implied forward interest rates and the remaining time to maturity. The Company's recurring fair value measurements using significant unobservable inputs (Level 3) relate solely to the Company's deferred consideration from the Freightliner acquisition. The fair value of the deferred consideration liability, which equals the representative share value on the acquisition date, was estimated by discounting, to present value, contingent payments expected to be made (see Note 2 , Changes in Operations ). • Financial Instruments Carried at Historical Cost: The fair value of the Company's long-term debt was estimated using a discounted cash flow analysis based on Level 2 valuation inputs, including borrowing rates the Company believes are currently available to it for loans with similar terms and maturities. The following table presents the Company's financial instruments carried at fair value using Level 2 inputs as of June 30, 2015 and December 31, 2014 (dollars in thousands): June 30, December 31, Financial instruments carried at fair value using Level 2 inputs: Financial assets carried at fair value: Interest rate swap agreements $ 415 $ 136 Financial liabilities carried at fair value: Interest rate swap agreements $ 2,187 $ 4,711 British pound forward purchase contracts 8,812 — Total financial liabilities carried at fair value $ 10,999 $ 4,711 The following table presents the Company's financial instrument carried at fair value using Level 3 inputs as of June 30, 2015 (amounts in thousands): June 30, 2015 GBP USD Financial instruments carried at fair value using Level 3 inputs: Financial liabilities carried at fair value: Accrued deferred consideration £ 23,957 $ 37,673 The Company's recurring fair value measurements using significant unobservable inputs (Level 3) relate solely to the Company's deferred consideration from the Freightliner acquisition (see Note 2 , Changes in Operations ). The following table presents the carrying value and fair value using Level 2 inputs of the Company's financial instruments carried at historical cost as of June 30, 2015 and December 31, 2014 (dollars in thousands): June 30, 2015 December 31, 2014 Carrying Value Fair Value Carrying Value Fair Value Financial liabilities carried at historical cost: United States term loan $ 1,782,000 $ 1,771,269 $ 1,407,000 $ 1,402,950 Australian term loan 239,493 239,950 133,857 133,900 U.K. term loan 159,894 159,634 — — Revolving credit facility 91,092 91,112 43,187 43,304 Amortizing notes component of tangible equity units 5,654 5,702 11,184 11,233 Other debt 3,510 3,494 8,544 8,523 Total $ 2,281,643 $ 2,271,161 $ 1,603,772 $ 1,599,910 |
U.K. Pension Plan (Notes)
U.K. Pension Plan (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | U.K. PENSION PLAN: In connection with the acquisition of Freightliner, the Company assumed a defined benefit pension plan for its U.K. employees through a standalone section of the Railways Pension Program (Pension Program). The Pension Program is a shared cost arrangement with required contributions shared between Freightliner ( 60% ) and the active members of the Pension Program ( 40% ). The Pension Program is managed by the program's trustees with professional advice obtained from actuaries and other advisers. The Company engages independent actuaries to compute the amounts of liabilities and expenses relating to the Pension Program subject to the assumptions that the Company selects. The following table presents the actuarial assumptions used to compute the funded status of the Pension Program as of the March 25, 2015 acquisition date and for the calculation of net periodic pension expense associated with the Pension Program for the three and six months ended June 30, 2015 : Discount rate 3.2% Expected return on plan assets 5.9% Rate of compensation increase 3.4% The following table presents the pension liability for the net funded status of the Pension Program as of March 25, 2015 (amounts in thousands): March 25, 2015 GBP USD Projected benefit obligation £ 241,636 $ 359,941 Fair value of plan assets 184,470 274,787 Funded status £ (57,166 ) $ (85,154 ) The following table presents the major categories of the Pension Program's plan assets as of March 25, 2015 (amounts in thousands): March 25, 2015 GBP USD Growth pooled fund (a) £ 122,016 $ 181,755 Defensive pooled fund (b) 24,034 35,801 Private equity pooled fund (c) 20,725 30,872 Government bond pooled fund (d) 10,222 15,227 Infrastructure pooled fund (e) 7,473 11,132 Fair value of plan assets £ 184,470 $ 274,787 (a) The growth pooled fund is comprised of global equities, emerging market bonds and hedge funds. (b) The defensive pool fund is comprised of the Non-Government Bond Pooled Fund, the Government Bond Pooled Fund and cash. (c) The private equity pooled fund is comprised of a series of sub funds, each representing a different vintage of private equity investment. (d) The government bond pooled fund is comprised of government debt for developed markets, global investment grade corporate bonds and the Non-Government Bond Pooled Fund. (e) Infrastructure pooled fund is comprised of investments in facilities, structures and services required to facilitate the orderly operation of the economy. The following table summarizes the components of the Pension Program related to the net benefit costs recognized in labor and benefits in the Company's consolidated statement of operations for the three and six months ended June 30, 2015 (dollars in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2015 Service cost $ 3,565 $ 3,775 Interest cost 2,539 2,688 Expected return on plan assets (3,964 ) (4,197 ) Net periodic benefit cost $ 2,140 $ 2,266 The Company expects to contribute £6.3 million (or $9.9 million at the exchange rate on June 30, 2015 ) to the Pension Program for the period between the March 25, 2015 Freightliner acquisition date and December 31, 2015. As of June 30, 2015 , contributions of £1.8 million (or $2.8 million at the exchange rate on June 30, 2015 ) have been made to fund the Pension Program since the acquisition date. The Pension Program's assets may undergo significant changes over time as a result of market conditions. In the event that the Pension Program's projected assets and liabilities reveal additional funding requirements, the shared cost arrangement generally means that Freightliner will be required to pay 60% of any additional contributions, with active members contributing the remaining 40% , in each case over an agreed recovery period. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | INCOME TAXES: The Company's effective income tax rate in the three months ended June 30, 2015 was 35.7% , compared with 34.9% in the three months ended June 30, 2014 . The Company's effective income tax rate in the six months ended June 30, 2015 was 37.6% , compared with 35.5% in the six months ended June 30, 2014 . The higher effective income tax rate for the six months ended June 30, 2015 was driven primarily by certain costs related to the Freightliner acquisition that are not tax deductible. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies [Text Block] | COMMITMENTS AND CONTINGENCIES: From time to time, the Company is a defendant in certain lawsuits resulting from the Company's operations in the ordinary course as the nature of the Company's business exposes it to the potential for various claims and litigation, including those related to property damage, personal injury, freight loss, labor and employment, environmental and other matters. The Company maintains insurance policies to mitigate the financial risk associated with such claims. Any material changes to pending litigation or a catastrophic rail accident or series of accidents involving material freight loss or property damage, personal injury and environmental liability or other claims against the Company that are not covered by insurance could have a material adverse effect on the Company's results of operations, financial condition and liquidity. Management believes there are adequate provisions in the financial statements for any probable liabilities that may result from disposition of the pending lawsuits. Based upon currently available information, the Company does not believe it is reasonably possible that any such lawsuit or related lawsuits would be material to the Company's results of operations or have a material adverse effect on the Company's financial position or liquidity. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income/(Loss) | 6 Months Ended |
Jun. 30, 2015 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income/(Loss) [Text Block] | ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS): The following tables set forth accumulated other comprehensive income/(loss) included in the consolidated balance sheets (dollars in thousands): Foreign Currency Translation Adjustment Defined Benefit Plans Net Unrealized Gain/(Loss) on Cash Flow Hedges Accumulated Other Comprehensive Income/(Loss) Balance, December 31, 2014 $ (70,746 ) $ 1,405 $ (2,911 ) $ (72,252 ) Other comprehensive loss before reclassifications (5,843 ) — (2,646 ) (8,489 ) Amounts reclassified from accumulated other comprehensive income/(loss), net of tax (provision)/benefit of ($60) and $638, respectively — 106 (a) (958 ) (b) (852 ) Current period change (5,843 ) 106 (3,604 ) (9,341 ) Balance, June 30, 2015 $ (76,589 ) $ 1,511 $ (6,515 ) $ (81,593 ) Foreign Currency Translation Adjustment Defined Benefit Plans Net Unrealized Gain/(Loss) on Cash Flow Hedges Accumulated Other Comprehensive Income/(Loss) Balance, December 31, 2013 $ (14,687 ) $ 214 $ 20,562 $ 6,089 Other comprehensive income/(loss) before reclassifications 18,177 — (12,810 ) 5,367 Amounts reclassified from accumulated other comprehensive income/(loss), net of tax (provision)/benefit of ($76) and $406, respectively — 135 (a) (609 ) (b) (474 ) Current period change 18,177 135 (13,419 ) 4,893 Balance, June 30, 2014 $ 3,490 $ 349 $ 7,143 $ 10,982 (a) Existing net gains realized were recorded in labor and benefits on the consolidated statements of operations. (b) Existing net losses realized were recorded in interest expense on the consolidated statements of operations (see Note 6 , Derivative Financial Instruments ). The financial statements of the Company's foreign subsidiaries were prepared in the local currency of the respective subsidiary and translated into United States dollars based on the exchange rate at the end of the period for balance sheet items and, for the statements of operations, at the average exchange rate for the statement period. The foreign currency translation adjustment for the period ended June 30, 2015 was primarily due to the weakening of the Australian and Canadian dollars relative the United States dollar, partially offset by the strengthening of the British pound versus the United States dollar. |
Significant Non-Cash Investing
Significant Non-Cash Investing Activities | 6 Months Ended |
Jun. 30, 2015 | |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | |
Significant Non-Cash Investing and Financing Activities [Text Block] | SIGNIFICANT NON-CASH INVESTING AND FINANCING ACTIVITIES: As of June 30, 2015 and 2014 , the Company had outstanding receivables from outside parties for the funding of capital expenditures of $20.9 million and $25.9 million , respectively. At June 30, 2015 and 2014 , the Company also had $45.1 million and $27.8 million , respectively, of purchases of property and equipment that were not paid and, accordingly, were accrued in accounts payable in the normal course of business. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | SEGMENT AND GEOGRAPHIC AREA INFORMATION: Segment Information The Company's various rail operations are divided into 11 operating regions. The Company presents its financial information as three reportable segments: North American Operations, Australian Operations and U.K./European Operations, based on the geographic regions in which it operates. Prior to April 1, 2015, the Company had previously presented its financial information as two reportable segments: North American & European Operations and Australian Operations. Based on its significant increase in operations in the U.K. and Continental Europe resulting from the acquisition of Freightliner, the Company is now breaking out its North American & European Operations into North American Operations and U.K./European Operations. The Company's segment information for prior periods has been restated to reflect this change, which the Company does not consider material. The results of operations of the foreign entities are maintained in the respective local currency (the Australian dollar, the Canadian dollar, the British pound, the Euro and the Polish zloty) and then translated into United States dollars at the applicable exchange rates for inclusion in the consolidated financial statements. As a result, any appreciation or depreciation of these currencies against the United States dollar will impact the Company's results of operations. The following tables set forth the Company's operating segments for the three and six months ended June 30, 2015 and 2014 (dollars in thousands): Three Months Ended June 30, 2015 North American Operations Australian Operations U.K./European Operations Total Operations Operating revenues $ 310,980 $ 66,808 $ 164,431 $ 542,219 Income from operations $ 76,621 $ 15,131 $ 7,699 $ 99,451 Depreciation and amortization $ 34,936 $ 7,394 $ 5,718 $ 48,048 Interest expense, net $ 9,588 $ 2,271 $ 5,789 $ 17,648 Provision for income taxes $ 24,939 $ 3,829 $ 532 $ 29,300 Expenditures for additions to property & equipment, net of grants from outside parties $ 73,440 $ 9,159 $ 5,028 $ 87,627 Three Months Ended June 30, 2014 North American Operations Australian Operations U.K./European Operations Total Operations Operating revenues $ 325,742 $ 83,119 $ 5,702 $ 414,563 Income/(loss) from operations $ 85,387 $ 25,331 $ (609 ) $ 110,109 Depreciation and amortization $ 30,629 $ 7,172 $ 411 $ 38,212 Interest expense, net $ 13,863 $ 3,485 $ 225 $ 17,573 Provision for/(benefit from) income taxes $ 26,707 $ 6,560 $ (700 ) $ 32,567 Expenditures for additions to property & equipment, net of grants from outside parties $ 85,315 $ 3,047 $ 97 $ 88,459 Six Months Ended June 30, 2015 North American Operations Australian Operations U.K./European Operations Total Operations Operating revenues $ 628,604 $ 126,750 $ 183,895 $ 939,249 Income from operations $ 133,702 $ 29,367 $ 9,002 $ 172,071 Depreciation and amortization $ 70,241 $ 13,620 $ 6,404 $ 90,265 Interest expense, net $ 20,361 $ 4,604 $ 6,165 $ 31,130 Loss on settlement of foreign currency forward purchase contracts $ 16,374 $ 2,312 $ — $ 18,686 Provision for income taxes $ 39,226 $ 6,757 $ 179 $ 46,162 Expenditures for additions to property & equipment, net of grants from outside parties $ 118,710 $ 13,774 $ 5,041 $ 137,525 Six Months Ended June 30, 2014 North American Operations Australian Operations U.K./European Operations Total Operations Operating revenues $ 621,384 $ 159,411 $ 10,047 $ 790,842 Income/(loss) from operations $ 141,979 $ 44,266 $ (1,261 ) $ 184,984 Depreciation and amortization $ 60,824 $ 14,234 $ 795 $ 75,853 Interest expense, net $ 22,230 $ 7,549 $ 401 $ 30,180 Provision for/(benefit from) income taxes $ 45,865 $ 11,003 $ (1,401 ) $ 55,467 Expenditures for additions to property & equipment, net of grants from outside parties $ 138,899 $ 7,880 $ 498 $ 147,277 The following tables set forth the property and equipment recorded in the consolidated balance sheets for the Company's operating segments as of June 30, 2015 and December 31, 2014 (dollars in thousands): June 30, 2015 North American Operations Australian Operations U.K./European Operations Total Operations Property and equipment, net $ 3,352,295 $ 485,246 $ 266,551 $ 4,104,092 December 31, 2014 North American Operations Australian Operations U.K./European Operations Total Operations Property and equipment, net $ 3,269,604 $ 506,154 $ 12,724 $ 3,788,482 Geographic Area Information Operating revenues for each geographic area for three and six months ended June 30, 2015 and 2014 were as follows (dollars in thousands): Three Months Ended June 30, 2015 Three Months Ended June 30, 2014 Amount % of Total Amount % of Total Operating revenues: United States $ 285,688 52.7 % $ 296,026 71.4 % Non-United States: Australia $ 66,808 12.3 % $ 83,119 20.0 % Canada 25,292 4.7 % 29,716 7.2 % U.K./Europe 164,431 30.3 % 5,702 1.4 % Total Non-United States $ 256,531 47.3 % $ 118,537 28.6 % Total operating revenues $ 542,219 100.0 % $ 414,563 100.0 % Six Months Ended June 30, 2015 Six Months Ended June 30, 2014 Amount % of Total Amount % of Total Operating revenues: United States $ 576,107 61.3 % $ 563,798 71.3 % Non-United States: Australia $ 126,750 13.5 % $ 159,411 20.2 % Canada 52,497 5.6 % 57,586 7.3 % U.K./Europe 183,895 19.6 % 10,047 1.2 % Total Non-United States $ 363,142 38.7 % $ 227,044 28.7 % Total operating revenues $ 939,249 100.0 % $ 790,842 100.0 % Property and equipment for each geographic area as of June 30, 2015 and December 31, 2014 were as follows (dollars in thousands): June 30, 2015 December 31, 2014 Amount % of Total Amount % of Total Property and equipment located in: United States $ 3,102,630 75.6 % $ 3,003,299 79.3 % Non-United States: Australia $ 485,246 11.8 % $ 506,154 13.4 % Canada 249,665 6.1 % 266,305 7.0 % U.K./Europe 266,551 6.5 % 12,724 0.3 % Total Non-United States $ 1,001,462 24.4 % $ 785,183 20.7 % Total property and equipment, net $ 4,104,092 100.0 % $ 3,788,482 100.0 % |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 6 Months Ended |
Jun. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Standards [Text Block] | RECENTLY ISSUED ACCOUNTING STANDARDS: Accounting Standards Not Yet Effective In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and includes the specific steps for recognizing revenue and disclosure requirements. In July 2015, the FASB approved a one-year deferral of the effective date of the new revenue recognition standard. The new standard will become effective for the Company beginning with the first quarter 2018 and can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The Company is currently assessing the impact of adopting this guidance on its consolidated financial statements. In June 2014, the FASB issued ASU 2014-12, Compensation — Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period , which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. This guidance should be applied either prospectively to all awards granted or modified after the effective date or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The amendments in this guidance are effective for annual reporting periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company does not expect the adoption of this guidance to have an impact on its consolidated financial statements. In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity , which clarifies how current U.S. GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The amendments in this guidance are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In February 2015, the FASB issued 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis , which requires reporting entities to evaluate whether they should consolidate certain legal entities for financial reporting purposes. These amendments are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company does not expect the adoption of this guidance to have an impact on its consolidated financial statements. In April 2015, the FASB issued 2015-03, Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , which requires debt issuance costs to be recorded as a direct reduction of the debt liability on the balance sheet rather than as an asset. For public business entities, the amendments are effective for the financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company plans to adopt this guidance on January 1, 2016. The simplification of the presentation of debt issuance costs is expected to decrease the Company's total assets by less than 1% and decrease total debt by approximately 1% . |
Principles of Consolidation a22
Principles of Consolidation and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation, Policy [Policy Text Block] | The interim consolidated financial statements presented herein include the accounts of Genesee & Wyoming Inc. and its subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. These interim consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and are unaudited. They do not contain all disclosures which would be required in a full set of financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, the unaudited financial statements for the three and six months ended June 30, 2015 and 2014 are presented on a basis consistent with the audited financial statements and contain all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of the results for the interim periods presented. The results of operations for interim periods are not necessarily indicative of results of operations for the full year. The consolidated balance sheet data for 2014 was derived from the audited financial statements in the Company's 2014 Annual Report on Form 10-K but does not include all disclosures required by U.S. GAAP. |
Changes in Operations (Tables)
Changes in Operations (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Acquisition, Pro Forma Information [Table Text Block] | The following pro forma financial information does not include the impact of any costs to integrate the operations or the impact of derivative instruments that the Company has entered into or may enter into to mitigate interest rate risk (dollars in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2014 2015 2014 Operating revenues $ 615,887 $ 1,095,868 $ 1,191,947 Net income $ 68,376 $ 100,626 $ 93,357 Basic earnings per common share $ 1.24 $ 1.80 $ 1.70 Diluted earnings per common share $ 1.20 $ 1.76 $ 1.64 |
Freightliner [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following preliminary acquisition-date fair values were assigned to the acquired net assets (amounts in thousands): GBP USD Cash and cash equivalents £ 31,840 $ 47,429 Accounts receivable 54,416 81,058 Materials and supplies 9,740 14,509 Prepaid expenses and other 17,292 25,758 Property and equipment 160,500 239,081 Goodwill 218,433 325,378 Intangible assets 360,100 536,405 Other assets 351 523 Total assets 852,672 1,270,141 Current portion of long-term debt 13,946 20,774 Accounts payable and accrued expenses 101,297 150,893 Long-term debt, less current portion 39,738 59,194 Deferred income tax liabilities, net 122,167 181,980 Other long-term liabilities 59,484 88,607 Net assets £ 516,040 $ 768,693 |
Schedule Of Future Minimum Lease Payments [Table Text Block] | The following is a summary of future minimum lease payments under capital leases and operating leases for Freightliner as of March 25, 2015 (dollars in thousands): Capital Operating Total 2015 (April - December) $ 14,322 $ 64,600 $ 78,922 2016 16,992 74,622 91,614 2017 10,509 64,465 74,974 2018 7,050 56,425 63,475 2019 6,545 43,492 50,037 Thereafter 37,755 139,157 176,912 Total minimum payments $ 93,173 $ 442,761 $ 535,934 |
RCP&E [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following acquisition-date fair values were assigned to the acquired net assets (dollars in thousands): Materials and supplies $ 3,621 Prepaid expenses and other 116 Property and equipment 217,032 Deferred income tax assets 325 Total assets 221,094 Current portion of long-term debt 1,121 Accounts payable and accrued expenses 108 Long-term debt, less current portion 1,260 Net assets $ 218,605 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of basic and diluted earnings per common share for the three and six months ended June 30, 2015 and 2014 (in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Numerator: Net income $ 52,837 $ 60,728 $ 76,741 $ 100,732 Denominators: Weighted average Class A common shares outstanding - Basic 55,976 55,054 55,902 54,949 Weighted average Class B common shares outstanding 915 1,519 958 1,564 Dilutive effect of employee stock-based awards 252 375 272 397 Weighted average shares - Diluted 57,143 56,948 57,132 56,910 Basic earnings per common share $ 0.94 $ 1.10 $ 1.37 $ 1.83 Diluted earnings per common share $ 0.92 $ 1.07 $ 1.34 $ 1.77 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following total number of Class A Common Stock shares issuable under the assumed exercise of stock-based awards computed based on the treasury stock method were excluded from the calculation of diluted earnings per common share, as the effect of including these shares would have been antidilutive (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Antidilutive shares 617 256 520 215 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounts Receivable, Net [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Accounts receivable consisted of the following as of June 30, 2015 and December 31, 2014 (dollars in thousands): June 30, December 31, Accounts receivable - trade $ 340,714 $ 304,087 Accounts receivable - grants from outside parties 20,949 32,076 Accounts receivable - insurance and other third-party claims 28,862 26,941 Total accounts receivable 390,525 363,104 Less: Allowance for doubtful accounts (4,466 ) (5,826 ) Accounts receivable, net $ 386,059 $ 357,278 |
Grant amortization offset to depreciation expense [Table Text Block] | The following table sets forth the offset to depreciation expense from the amortization of deferred grants recorded by the Company during the three and six months ended June 30, 2015 and 2014 (dollars in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Amortization of deferred grants $ 2,725 $ 2,750 $ 5,524 $ 5,443 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Long-term Debt, Unclassified [Abstract] | |
Principal Amount of Each Quarterly Installment | The United States dollar-denominated, Australian dollar-denominated and British pound-denominated term loans will amortize in quarterly installments commencing with the quarter ending September 30, 2016, with the remaining principal balance payable upon maturity, as set forth below (amounts in thousands): Quarterly Payment Date Principal Amount of Each Quarterly Installment United States dollar: September 30, 2016 through June 30, 2018 $ 22,275 September 30, 2018 through December 31, 2019 $ 44,550 Maturity date - March 31, 2020 $ 1,336,500 Australian dollar: September 30, 2016 through June 30, 2018 A$ 4,058 September 30, 2018 through December 31, 2019 A$ 8,116 Maturity date - March 31, 2020 A$ 229,470 British pound: September 30, 2016 through June 30, 2018 £ 1,271 September 30, 2018 through December 31, 2019 £ 2,542 Maturity date - March 31, 2020 £ 76,261 |
Credit Agreement Covenants | The Credit Agreement contains a number of customary affirmative and negative covenants with respect to which the Company must maintain compliance. Those covenants, among other things, limit or prohibit the Company's ability, subject to certain exceptions, to incur additional indebtedness; create liens; make investments; pay dividends on capital stock or redeem, repurchase or retire capital stock; consolidate or merge or make acquisitions or dispose of assets; enter into sale and leaseback transactions; engage in any business unrelated to the business currently conducted by the Company; sell or issue capital stock of certain of the Company's restricted subsidiaries; change the Company's fiscal year; enter into certain agreements containing negative pledges and upstream limitations and engage in certain transactions with affiliates. Under the Credit Agreement, the Company may not exceed specified maximum total leverage ratios as described in the following table: Quarterly Periods Ending Maximum Total Leverage Ratio March 31, 2015 through March 31, 2016 4.50 to 1.00 June 30, 2016 through June 30, 2017 3.75 to 1.00 September 30, 2017 through March 31, 2020 3.50 to 1.00 |
Derivative Financial Instrume27
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivative [Line Items] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | The following table summarizes the fair value of the Company's derivative instruments recorded in the consolidated balance sheets as of June 30, 2015 and December 31, 2014 (dollars in thousands): Fair Value Balance Sheet Location June 30, December 31, 2014 Asset Derivatives: Derivatives designated as hedges: Interest rate swap agreements Prepaid expenses and other $ — $ 35 Interest rate swap agreements Other assets, net 415 101 Total derivatives designated as hedges $ 415 $ 136 Liability Derivatives: Derivatives designated as hedges: Interest rate swap agreements Accrued expenses $ 1,854 $ 2,249 Interest rate swap agreements Other long-term liabilities 333 2,462 British pound forward purchase contracts Other long-term liabilities 8,812 — Total liability derivatives designated as hedges $ 10,999 $ 4,711 |
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) [Table Text Block] | The following table shows the effect of the Company's derivative instruments designated as cash flow hedges for the three and six months ended June 30, 2015 and 2014 in other comprehensive income/(loss) (OCI) (dollars in thousands): Total Cash Flow Hedge OCI Activity, Net of Tax Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Derivatives Designated as Cash Flow Hedges: Effective portion of changes in fair value recognized in OCI: Interest rate swap agreements $ 7,521 $ (6,460 ) $ 1,682 $ (13,419 ) British pound forward purchase contracts (4,815 ) — (5,286 ) — $ 2,706 $ (6,460 ) $ (3,604 ) $ (13,419 ) |
Schedule of Derivative Instruments, Gain (Loss) in Consolidated Statement of Operations [Table Text Block] | The following table shows the effect of the Company's derivative instruments not designated as hedges for the three and six months ended June 30, 2015 and 2014 in the consolidated statements of operations (dollars in thousands): Amount Recognized in Earnings Three Months Ended Six Months Ended Location of Amount Recognized in Earnings June 30, June 30, 2015 2014 2015 2014 Derivative Instruments Not Designated as Hedges: Cross-currency swap agreements Interest expense $ — $ (630 ) $ — $ (1,184 ) Cross-currency swap agreements Other income, net — (262 ) — (86 ) British pound forward purchase contracts Loss on settlement of foreign currency forward purchase contracts — — (18,686 ) — $ — $ (892 ) $ (18,686 ) $ (1,270 ) |
Interest Rate Swap [Member] | |
Derivative [Line Items] | |
Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block] | The following table summarizes the terms of the Company's outstanding interest rate swap agreements entered into to manage the Company's exposure to changes in interest rates on its variable rate debt (dollars in thousands): Notional Amount Effective Date Expiration Date Date Amount Pay Fixed Rate Receive Variable Rate 9/30/2014 9/30/2015 9/30/2014 $ 1,150,000 0.54% 1-month LIBOR 12/31/2014 $ 1,100,000 0.54% 1-month LIBOR 3/31/2015 $ 1,050,000 0.54% 1-month LIBOR 6/30/2015 $ 1,000,000 0.54% 1-month LIBOR 9/30/2015 9/30/2016 9/30/2015 $ 350,000 0.93% 1-month LIBOR 9/30/2016 9/30/2026 9/30/2026 $ 100,000 2.79% 3-month LIBOR 9/30/2016 9/30/2026 9/30/2026 $ 100,000 2.79% 3-month LIBOR 9/30/2016 9/30/2026 9/30/2026 $ 100,000 2.80% 3-month LIBOR |
Foreign Exchange Forward [Member] | |
Derivative [Line Items] | |
Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block] | The following table summarizes the Company's outstanding British pound forward purchase contracts (British pounds in thousands): Effective Date Settlement Date Notional Amount Exchange Rate 3/25/2015 3/25/2020 £60,000 1.50 3/25/2015 3/25/2020 £60,000 1.51 6/30/2015 3/25/2020 £2,035 1.57 |
Fair Value of Financial Instr28
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Table Text Block Supplement [Abstract] | |
Schedule of Financial Instruments Carried at Fair Value [Table Text Block] | The following table presents the Company's financial instruments carried at fair value using Level 2 inputs as of June 30, 2015 and December 31, 2014 (dollars in thousands): June 30, December 31, Financial instruments carried at fair value using Level 2 inputs: Financial assets carried at fair value: Interest rate swap agreements $ 415 $ 136 Financial liabilities carried at fair value: Interest rate swap agreements $ 2,187 $ 4,711 British pound forward purchase contracts 8,812 — Total financial liabilities carried at fair value $ 10,999 $ 4,711 The following table presents the Company's financial instrument carried at fair value using Level 3 inputs as of June 30, 2015 (amounts in thousands): June 30, 2015 GBP USD Financial instruments carried at fair value using Level 3 inputs: Financial liabilities carried at fair value: Accrued deferred consideration £ 23,957 $ 37,673 |
Schedule of Financial Instruments Carried at Historical Cost [Table Text Block] | The following table presents the carrying value and fair value using Level 2 inputs of the Company's financial instruments carried at historical cost as of June 30, 2015 and December 31, 2014 (dollars in thousands): June 30, 2015 December 31, 2014 Carrying Value Fair Value Carrying Value Fair Value Financial liabilities carried at historical cost: United States term loan $ 1,782,000 $ 1,771,269 $ 1,407,000 $ 1,402,950 Australian term loan 239,493 239,950 133,857 133,900 U.K. term loan 159,894 159,634 — — Revolving credit facility 91,092 91,112 43,187 43,304 Amortizing notes component of tangible equity units 5,654 5,702 11,184 11,233 Other debt 3,510 3,494 8,544 8,523 Total $ 2,281,643 $ 2,271,161 $ 1,603,772 $ 1,599,910 |
U.K. Pension Plan (Tables)
U.K. Pension Plan (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | |
Schedule of Assumptions Used [Table Text Block] | The following table presents the actuarial assumptions used to compute the funded status of the Pension Program as of the March 25, 2015 acquisition date and for the calculation of net periodic pension expense associated with the Pension Program for the three and six months ended June 30, 2015 : Discount rate 3.2% Expected return on plan assets 5.9% Rate of compensation increase 3.4% |
Schedule of Changes in Projected Benefit Obligations [Table Text Block] | The following table presents the pension liability for the net funded status of the Pension Program as of March 25, 2015 (amounts in thousands): March 25, 2015 GBP USD Projected benefit obligation £ 241,636 $ 359,941 Fair value of plan assets 184,470 274,787 Funded status £ (57,166 ) $ (85,154 ) |
Schedule of Allocation of Plan Assets [Table Text Block] | The following table presents the major categories of the Pension Program's plan assets as of March 25, 2015 (amounts in thousands): March 25, 2015 GBP USD Growth pooled fund (a) £ 122,016 $ 181,755 Defensive pooled fund (b) 24,034 35,801 Private equity pooled fund (c) 20,725 30,872 Government bond pooled fund (d) 10,222 15,227 Infrastructure pooled fund (e) 7,473 11,132 Fair value of plan assets £ 184,470 $ 274,787 (a) The growth pooled fund is comprised of global equities, emerging market bonds and hedge funds. (b) The defensive pool fund is comprised of the Non-Government Bond Pooled Fund, the Government Bond Pooled Fund and cash. (c) The private equity pooled fund is comprised of a series of sub funds, each representing a different vintage of private equity investment. (d) The government bond pooled fund is comprised of government debt for developed markets, global investment grade corporate bonds and the Non-Government Bond Pooled Fund. (e) Infrastructure pooled fund is comprised of investments in facilities, structures and services required to facilitate the orderly operation of the economy. |
Schedule of Net Benefit Costs [Table Text Block] | The following table summarizes the components of the Pension Program related to the net benefit costs recognized in labor and benefits in the Company's consolidated statement of operations for the three and six months ended June 30, 2015 (dollars in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2015 Service cost $ 3,565 $ 3,775 Interest cost 2,539 2,688 Expected return on plan assets (3,964 ) (4,197 ) Net periodic benefit cost $ 2,140 $ 2,266 |
Accumulated Other Comprehensi30
Accumulated Other Comprehensive Income/(Loss) (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income/(Loss) [Table Text Block] | The following tables set forth accumulated other comprehensive income/(loss) included in the consolidated balance sheets (dollars in thousands): Foreign Currency Translation Adjustment Defined Benefit Plans Net Unrealized Gain/(Loss) on Cash Flow Hedges Accumulated Other Comprehensive Income/(Loss) Balance, December 31, 2014 $ (70,746 ) $ 1,405 $ (2,911 ) $ (72,252 ) Other comprehensive loss before reclassifications (5,843 ) — (2,646 ) (8,489 ) Amounts reclassified from accumulated other comprehensive income/(loss), net of tax (provision)/benefit of ($60) and $638, respectively — 106 (a) (958 ) (b) (852 ) Current period change (5,843 ) 106 (3,604 ) (9,341 ) Balance, June 30, 2015 $ (76,589 ) $ 1,511 $ (6,515 ) $ (81,593 ) Foreign Currency Translation Adjustment Defined Benefit Plans Net Unrealized Gain/(Loss) on Cash Flow Hedges Accumulated Other Comprehensive Income/(Loss) Balance, December 31, 2013 $ (14,687 ) $ 214 $ 20,562 $ 6,089 Other comprehensive income/(loss) before reclassifications 18,177 — (12,810 ) 5,367 Amounts reclassified from accumulated other comprehensive income/(loss), net of tax (provision)/benefit of ($76) and $406, respectively — 135 (a) (609 ) (b) (474 ) Current period change 18,177 135 (13,419 ) 4,893 Balance, June 30, 2014 $ 3,490 $ 349 $ 7,143 $ 10,982 (a) Existing net gains realized were recorded in labor and benefits on the consolidated statements of operations. (b) Existing net losses realized were recorded in interest expense on the consolidated statements of operations (see Note 6 , Derivative Financial Instruments ). |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information, by segment [Table Text Block] | The following tables set forth the Company's operating segments for the three and six months ended June 30, 2015 and 2014 (dollars in thousands): Three Months Ended June 30, 2015 North American Operations Australian Operations U.K./European Operations Total Operations Operating revenues $ 310,980 $ 66,808 $ 164,431 $ 542,219 Income from operations $ 76,621 $ 15,131 $ 7,699 $ 99,451 Depreciation and amortization $ 34,936 $ 7,394 $ 5,718 $ 48,048 Interest expense, net $ 9,588 $ 2,271 $ 5,789 $ 17,648 Provision for income taxes $ 24,939 $ 3,829 $ 532 $ 29,300 Expenditures for additions to property & equipment, net of grants from outside parties $ 73,440 $ 9,159 $ 5,028 $ 87,627 Three Months Ended June 30, 2014 North American Operations Australian Operations U.K./European Operations Total Operations Operating revenues $ 325,742 $ 83,119 $ 5,702 $ 414,563 Income/(loss) from operations $ 85,387 $ 25,331 $ (609 ) $ 110,109 Depreciation and amortization $ 30,629 $ 7,172 $ 411 $ 38,212 Interest expense, net $ 13,863 $ 3,485 $ 225 $ 17,573 Provision for/(benefit from) income taxes $ 26,707 $ 6,560 $ (700 ) $ 32,567 Expenditures for additions to property & equipment, net of grants from outside parties $ 85,315 $ 3,047 $ 97 $ 88,459 Six Months Ended June 30, 2015 North American Operations Australian Operations U.K./European Operations Total Operations Operating revenues $ 628,604 $ 126,750 $ 183,895 $ 939,249 Income from operations $ 133,702 $ 29,367 $ 9,002 $ 172,071 Depreciation and amortization $ 70,241 $ 13,620 $ 6,404 $ 90,265 Interest expense, net $ 20,361 $ 4,604 $ 6,165 $ 31,130 Loss on settlement of foreign currency forward purchase contracts $ 16,374 $ 2,312 $ — $ 18,686 Provision for income taxes $ 39,226 $ 6,757 $ 179 $ 46,162 Expenditures for additions to property & equipment, net of grants from outside parties $ 118,710 $ 13,774 $ 5,041 $ 137,525 Six Months Ended June 30, 2014 North American Operations Australian Operations U.K./European Operations Total Operations Operating revenues $ 621,384 $ 159,411 $ 10,047 $ 790,842 Income/(loss) from operations $ 141,979 $ 44,266 $ (1,261 ) $ 184,984 Depreciation and amortization $ 60,824 $ 14,234 $ 795 $ 75,853 Interest expense, net $ 22,230 $ 7,549 $ 401 $ 30,180 Provision for/(benefit from) income taxes $ 45,865 $ 11,003 $ (1,401 ) $ 55,467 Expenditures for additions to property & equipment, net of grants from outside parties $ 138,899 $ 7,880 $ 498 $ 147,277 |
Property and equipment by segment [Table Text Block] | The following tables set forth the property and equipment recorded in the consolidated balance sheets for the Company's operating segments as of June 30, 2015 and December 31, 2014 (dollars in thousands): June 30, 2015 North American Operations Australian Operations U.K./European Operations Total Operations Property and equipment, net $ 3,352,295 $ 485,246 $ 266,551 $ 4,104,092 December 31, 2014 North American Operations Australian Operations U.K./European Operations Total Operations Property and equipment, net $ 3,269,604 $ 506,154 $ 12,724 $ 3,788,482 |
Operating revenues by geographic areas [Table Text Block] | Operating revenues for each geographic area for three and six months ended June 30, 2015 and 2014 were as follows (dollars in thousands): Three Months Ended June 30, 2015 Three Months Ended June 30, 2014 Amount % of Total Amount % of Total Operating revenues: United States $ 285,688 52.7 % $ 296,026 71.4 % Non-United States: Australia $ 66,808 12.3 % $ 83,119 20.0 % Canada 25,292 4.7 % 29,716 7.2 % U.K./Europe 164,431 30.3 % 5,702 1.4 % Total Non-United States $ 256,531 47.3 % $ 118,537 28.6 % Total operating revenues $ 542,219 100.0 % $ 414,563 100.0 % Six Months Ended June 30, 2015 Six Months Ended June 30, 2014 Amount % of Total Amount % of Total Operating revenues: United States $ 576,107 61.3 % $ 563,798 71.3 % Non-United States: Australia $ 126,750 13.5 % $ 159,411 20.2 % Canada 52,497 5.6 % 57,586 7.3 % U.K./Europe 183,895 19.6 % 10,047 1.2 % Total Non-United States $ 363,142 38.7 % $ 227,044 28.7 % Total operating revenues $ 939,249 100.0 % $ 790,842 100.0 % |
Property and equipment by geographic areas [Table Text Block] | Property and equipment for each geographic area as of June 30, 2015 and December 31, 2014 were as follows (dollars in thousands): June 30, 2015 December 31, 2014 Amount % of Total Amount % of Total Property and equipment located in: United States $ 3,102,630 75.6 % $ 3,003,299 79.3 % Non-United States: Australia $ 485,246 11.8 % $ 506,154 13.4 % Canada 249,665 6.1 % 266,305 7.0 % U.K./Europe 266,551 6.5 % 12,724 0.3 % Total Non-United States $ 1,001,462 24.4 % $ 785,183 20.7 % Total property and equipment, net $ 4,104,092 100.0 % $ 3,788,482 100.0 % |
Changes in Operations Freightli
Changes in Operations Freightliner (Details) £ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2015GBP (£)$ / £ | Jun. 30, 2015USD ($)$ / £ | Jun. 30, 2015USD ($)$ / £ | Jun. 30, 2014USD ($)$ / £ | Jun. 30, 2015GBP (£)$ / £ | Jun. 30, 2015USD ($)$ / £ | Jun. 30, 2014USD ($)$ / £ | Mar. 25, 2015GBP (£)rail_caremployeelocomotive$ / £ | Mar. 25, 2015USD ($)rail_caremployeelocomotive$ / £ | Mar. 31, 2014$ / £ | |
Foreign currency exchange rate | $ / £ | 1.51 | 1.51 | 1.51 | 1.68 | 1.51 | 1.51 | 1.68 | 1.49 | 1.49 | 1.66 |
Freightliner income from operations contributed since acquisition date | $ 99,451,000 | $ 110,109,000 | $ 172,071,000 | $ 184,984,000 | ||||||
Loss on settlement of foreign currency forward purchase contracts | 0 | $ 0 | $ (18,686,000) | $ 0 | ||||||
Freightliner [Member] | ||||||||||
Business Acquisition, Effective Date of Acquisition | Mar. 25, 2015 | Mar. 25, 2015 | ||||||||
Outstanding share capital acquired | 100.00% | 100.00% | ||||||||
Business Acquisition, Name of Acquired Entity | Freightliner Group Limited (Freightliner) | Freightliner Group Limited (Freightliner) | ||||||||
Percentage of economic interest retained by acquiree's management | 6.00% | 6.00% | ||||||||
Cash consideration | £ 492,100 | $ 733,000,000 | ||||||||
Deferred consideration | £ 23,957 | 35,687,000 | ||||||||
Total consideration | £ 516,040 | 768,693,000 | ||||||||
Contingent liability | £ 24,000 | $ 35,700,000 | ||||||||
Leased locomotives | locomotive | 250 | 250 | ||||||||
Electric locomotives | locomotive | 45 | 45 | ||||||||
Electric-diesel locomotives | locomotive | 5 | 5 | ||||||||
Railcars | rail_car | 5,500 | 5,500 | ||||||||
Number of employees | employee | 2,500 | 2,500 | ||||||||
Freightliner revenues contributed since acquisition date | $ 186,200,000 | |||||||||
Freightliner income from operations contributed since acquisition date | $ 8,900,000 | |||||||||
Acquisition and integration costs | $ (700,000) | (13,300,000) | ||||||||
Loss on settlement of foreign currency forward purchase contracts | $ (18,700,000) |
Changes in Operations Freight33
Changes in Operations Freightliner Fair Values Assigned to Acquired Net Assets (Details) £ in Thousands, € in Millions | 6 Months Ended | ||||
Jun. 30, 2015USD ($) | Mar. 25, 2015EUR (€) | Mar. 25, 2015GBP (£) | Mar. 25, 2015USD ($) | Dec. 31, 2014USD ($) | |
Goodwill | $ 964,882,000 | $ 628,815,000 | |||
Freightliner [Member] | |||||
Cash and cash equivalents | £ 31,840 | $ 47,429,000 | |||
Accounts receivable | 54,416 | 81,058,000 | |||
Materials and supplies | 9,740 | 14,509,000 | |||
Prepaid expenses and other | 17,292 | 25,758,000 | |||
Property and equipment | 160,500 | 239,081,000 | |||
Goodwill | 218,433 | 325,378,000 | |||
Intangible assets | 360,100 | 536,405,000 | |||
Other assets | 351 | 523,000 | |||
Total assets | 852,672 | 1,270,141,000 | |||
Current portion of long-term debt | 13,946 | 20,774,000 | |||
Accounts payable and accrued expenses | 101,297 | 150,893,000 | |||
Deferred income tax liabilities, net | 122,167 | 181,980,000 | |||
Other long-term liabilities | 59,484 | 88,607,000 | |||
Net assets | 516,040 | 768,693,000 | |||
Weighted average amortization period of amortizable intangible assets acquired | 85 years | ||||
Expected tax deductible amount of goodwill | 0 | ||||
Capital lease liability assumed | 12,500 | 18,600,000 | |||
Assumed bank guarantees | € 3.4 | 3,700,000 | |||
Pension liability assumed | 57,200 | 85,200,000 | |||
Other long-term liabilities [Member] | Freightliner [Member] | |||||
Pension liability assumed | 51,000 | 76,000,000 | |||
Accounts payable and accrued liabilities [Member] | Freightliner [Member] | |||||
Pension liability assumed | 6,200 | 9,200,000 | |||
Capital Lease Obligations [Member] | Freightliner [Member] | |||||
Long-term debt, less current portion | £ 39,738 | $ 59,194,000 |
Changes in Operations Future Mi
Changes in Operations Future Minimum Lease Payments (Details) - Freightliner [Member] $ in Thousands | Mar. 25, 2015USD ($) |
Capital lease minimum payments due April-December 2015 | $ 14,322 |
Capital lease minimum payments due 2016 | 16,992 |
Capital lease minimum payments due 2017 | 10,509 |
Capital lease minimum payments due 2018 | 7,050 |
Capital lease minimum payments due 2019 | 6,545 |
Capital lease minimum payments due thereafter | 37,755 |
Capital lease total minimum payments | 93,173 |
Operating lease minimum payments due April-December 2015 | 64,600 |
Operating lease minimum payments due 2016 | 74,622 |
Operating lease minimum payments, due 2017 | 64,465 |
Operating lease minimum payments due 2018 | 56,425 |
Operating lease minimum payments due 2019 | 43,492 |
Operating lease minimum payments due thereafter | 139,157 |
Operating lease total minimum payments | 442,761 |
Total lease payments due April-December 2015 | 78,922 |
Total lease payments due 2016 | 91,614 |
Total lease payments due 2017 | 74,974 |
Total lease payments due 2018 | 63,475 |
Total lease payments due 2019 | 50,037 |
Total lease minimum payments due thereafter | 176,912 |
Total lease minimum payments | $ 535,934 |
Changes in Operations Freight35
Changes in Operations Freightliner Pro Forma (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014USD ($)$ / shares$ / £ | Jun. 30, 2015USD ($)$ / shares$ / £ | Jun. 30, 2014USD ($)$ / shares$ / £ | Mar. 25, 2015$ / £ | Mar. 31, 2014$ / £ | |
Foreign currency exchange rate | $ / £ | 1.68 | 1.51 | 1.68 | 1.49 | 1.66 |
Freightliner [Member] | |||||
Operating revenues | $ 615,887 | $ 1,095,868 | $ 1,191,947 | ||
Net income | $ 68,376 | $ 100,626 | $ 93,357 | ||
Basic earnings per common share | $ / shares | $ 1.24 | $ 1.80 | $ 1.70 | ||
Diluted earnings per common share | $ / shares | $ 1.20 | $ 1.76 | $ 1.64 | ||
Pro Forma [Member] | Acquisition-related costs [Member] | Freightliner [Member] | |||||
Net income | $ 9,500 | $ (9,500) | |||
Pro forma net income (loss) before tax | 12,600 | (12,600) | |||
Pro Forma [Member] | Loss on settlement of foreign currency forward purchase contracts [Member] | Freightliner [Member] | |||||
Net income | 11,600 | ||||
Pro forma net income (loss) before tax | 18,700 | ||||
Freightliner [Member] | Pro Forma [Member] | Acquisition-related costs [Member] | |||||
Net income | 9,100 | (11,900) | |||
Pro forma net income (loss) before tax | $ 12,200 | $ (15,900) |
Changes in Operations Pinsly (D
Changes in Operations Pinsly (Details) - Jan. 05, 2015 - Pinsly [Member] $ in Millions | USD ($)employeecarloadmilelocomotive |
Cash consideration | $ | $ 41.3 |
Track miles | 137 |
Number of employees | employee | 77 |
Number of locomotives purchased | locomotive | 16 |
Carloads shipped annually | carload | 35,000 |
Changes in Operations RCP&E (De
Changes in Operations RCP&E (Details) - May. 30, 2014 - RCP&E [Member] $ in Thousands | USD ($)employeecarloadmile |
Cash purchase price | $ 218,600 |
Track miles | mile | 670 |
Carloads shipped annually | carload | 63,000 |
Number of employees | employee | 180 |
Purchase Price Allocations [Abstract] | |
Materials and supplies | $ 3,621 |
Prepaid expenses and other | 116 |
Property and equipment | 217,032 |
Deferred income tax assets | 325 |
Total assets | 221,094 |
Current portion of long-term debt | 1,121 |
Accounts payable and accrued expenses | 108 |
Long-term debt, less current portion | 1,260 |
Net assets | $ 218,605 |
Earnings per Share Basic and Di
Earnings per Share Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Numerator: | ||||
Net income | $ 52,837 | $ 60,728 | $ 76,741 | $ 100,732 |
Denominators: | ||||
Weighted average Class A common shares outstanding - Basic | 55,976 | 55,054 | 55,902 | 54,949 |
Weighted average Class B common shares outstanding | 915 | 1,519 | 958 | 1,564 |
Dilutive effect of employee stock-based awards | 252 | 375 | 272 | 397 |
Weighted average shares - Diluted | 57,143 | 56,948 | 57,132 | 56,910 |
Earnings per common share attributable to Genesee & Wyoming Inc. common stockholders: | ||||
Basic earnings per common share | $ 0.94 | $ 1.10 | $ 1.37 | $ 1.83 |
Diluted earnings per common share | $ 0.92 | $ 1.07 | $ 1.34 | $ 1.77 |
Class A Common Shares [Member] | ||||
Denominators: | ||||
Weighted average Class A common shares outstanding - Basic | 55,976 | 55,054 | 55,902 | 54,949 |
Earnings per Share Antidilutive
Earnings per Share Antidilutive Shares (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 617 | 256 | 520 | 215 |
Accounts Receivable Accounts Re
Accounts Receivable Accounts Receivable (Details) $ in Thousands, £ in Millions | Jun. 30, 2015GBP (£) | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2014USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable | $ 390,525 | $ 363,104 | ||
Less: Allowance for doubtful accounts | (4,466) | (5,826) | ||
Accounts receivable, net | 386,059 | 357,278 | ||
Accounts receivable - trade | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable | 340,714 | 304,087 | ||
Accounts receivable - grants from outside parties | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable | 20,949 | 32,076 | $ 25,900 | |
Accounts receivable - insurance and other third-party claims | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable | 28,862 | $ 26,941 | ||
Freightliner [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable, net | £ 50.2 | $ 79,000 |
Accounts Receivable Grants from
Accounts Receivable Grants from Outside Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
GRANTS FROM OUTSIDE PARTIES: [Abstract] | ||||
Grant proceeds received from outside parties | $ 22,700 | $ 27,600 | ||
Amortization of deferred grants | $ 2,725 | $ 2,750 | $ 5,524 | $ 5,443 |
Accounts Receivable Insurance a
Accounts Receivable Insurance and Third-Party Claims (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable | $ 390,525 | $ 363,104 | |
Proceeds from insurance | 1,400 | $ 1,200 | |
Accounts receivable - insurance and other third-party claims | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable | 28,862 | $ 26,941 | |
North American Operations [Member] | Accounts receivable - insurance and other third-party claims | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable | 13,700 | ||
Australian Operations [Member] | Accounts receivable - insurance and other third-party claims | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable | 9,100 | ||
U.K./European Operations [Member] | Accounts receivable - insurance and other third-party claims | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable | $ 6,100 |
Long-Term Debt (Details)
Long-Term Debt (Details) € in Millions, £ in Millions, CAD in Millions, AUD in Millions | Mar. 20, 2015AUD | May. 27, 2014AUD | Jun. 30, 2015AUD | Jun. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2015EUR (€) | Jun. 30, 2015GBP (£) | Jun. 30, 2015CAD | Jun. 30, 2015USD ($) | Mar. 20, 2015GBP (£) | Mar. 20, 2015USD ($) | Dec. 31, 2014AUD | Dec. 31, 2014EUR (€) | Dec. 31, 2014CAD | Dec. 31, 2014USD ($) | May. 27, 2014USD ($) |
Write off of unamortized deferred financing fees | $ 2,000,000 | |||||||||||||||
Capitalized deferred financing fees | $ 5,500,000 | |||||||||||||||
Long-term Debt | $ 2,281,643,000 | $ 1,603,772,000 | ||||||||||||||
Base Rate [Member] | ||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||||||||
Base Rate [Member] | Minimum [Member] | ||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.00% | |||||||||||||||
Base Rate [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||||||||
LIBOR/BBSW Rate [Member] | ||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||||||||||||||
LIBOR/BBSW Rate [Member] | Minimum [Member] | ||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||||||||
LIBOR/BBSW Rate [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 625,000,000 | 625,000,000 | $ 625,000,000 | |||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.30% | |||||||||||||||
Long-term Debt | 91,100,000 | 43,200,000 | ||||||||||||||
Letters of Credit Outstanding, Amount | 2,500,000 | 2,600,000 | ||||||||||||||
Debt Instrument, Unused Borrowing Capacity, Amount | 531,400,000 | 579,200,000 | ||||||||||||||
Revolving Credit Facility [Member] | Maximum Sub-limit of Australian Dollar, British Pound, Canadian Dollar and Euro Revolving Loans [Member] | ||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 500,000,000 | |||||||||||||||
Revolving Credit Facility [Member] | United States Revolving Loan [Member] | ||||||||||||||||
Long-term Debt | $ 46,000,000 | $ 11,000,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.19% | 2.19% | 2.19% | 2.19% | 2.19% | 1.67% | 1.67% | 1.67% | 1.67% | |||||||
Revolving Credit Facility [Member] | Swingline Credit Facility [Member] | ||||||||||||||||
Long-term Debt | AUD 8 | $ 6,500,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.44% | 6.44% | 6.44% | 6.44% | ||||||||||||
Revolving Credit Facility [Member] | Canadian Revolving Loan [Member] | ||||||||||||||||
Long-term Debt | CAD 35.5 | $ 28,400,000 | CAD 24 | $ 20,700,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.99% | 2.99% | 2.99% | 2.99% | 2.99% | 2.79% | 2.79% | 2.79% | 2.79% | |||||||
Revolving Credit Facility [Member] | United Kingdom Revolving Loan [Member] | ||||||||||||||||
Long-term Debt | £ 8.5 | $ 13,400,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.51% | 2.51% | 2.51% | 2.51% | 2.51% | |||||||||||
Revolving Credit Facility [Member] | European Revolving Loan [Member] | ||||||||||||||||
Long-term Debt | € 3 | $ 3,300,000 | € 4.1 | $ 5,000,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.92% | 1.92% | 1.92% | 1.92% | 1.92% | 1.51% | 1.51% | 1.51% | 1.51% | |||||||
Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.20% | |||||||||||||||
Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.30% | |||||||||||||||
Amendment No. 1 to the Amended and Restated Senior Secured Syndicated Credit Facility Agreement [Member] | ||||||||||||||||
Debt Instrument, Maturity Date | Mar. 31, 2020 | |||||||||||||||
Amended and Restated Credit Agreement [Member] | ||||||||||||||||
Debt Instrument, Maturity Date | May 31, 2019 | |||||||||||||||
United States Term Loan [Member] | ||||||||||||||||
Long-term Debt | $ 1,782,000,000 | $ 1,407,000,000 | ||||||||||||||
United States Term Loan [Member] | Loans Payable [Member] | ||||||||||||||||
Debt Instrument, Face Amount | 1,782,000,000 | 1,520,000,000 | ||||||||||||||
Long-term Debt | $ 1,782,000,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.19% | 2.19% | 2.19% | 2.19% | 2.19% | |||||||||||
Australian Term Loan [Member] | ||||||||||||||||
Long-term Debt | $ 239,493,000 | 133,857,000 | ||||||||||||||
Australian Term Loan [Member] | Loans Payable [Member] | ||||||||||||||||
Debt Instrument, Face Amount | AUD 324.6 | AUD 216.8 | 252,500,000 | $ 200,300,000 | ||||||||||||
Prepayments Of Debt | AUD 14 | $ 10,700,000 | ||||||||||||||
Long-term Debt | AUD 310.6 | $ 239,500,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.09% | 4.09% | 4.09% | 4.09% | 4.09% | |||||||||||
U.K. Term Loan [Member] | ||||||||||||||||
Long-term Debt | $ 159,894,000 | $ 0 | ||||||||||||||
U.K. Term Loan [Member] | Loans Payable [Member] | ||||||||||||||||
Debt Instrument, Face Amount | £ 101.7 | $ 152,200,000 | ||||||||||||||
Long-term Debt | £ 101.7 | $ 159,900,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.51% | 2.51% | 2.51% | 2.51% | 2.51% |
Long-Term Debt Amortization of
Long-Term Debt Amortization of Term Loans (Details) - Jun. 30, 2015 - Loans Payable [Member] £ in Thousands, AUD in Thousands, $ in Thousands | AUD | GBP (£) | USD ($) | AUD | GBP (£) | USD ($) |
Frequency of term loan installments | quarterly | |||||
Period 1 [Member] | United States Term Loan [Member] | ||||||
Principal amount of each quarterly installment | $ | $ 22,275 | |||||
Period 1 [Member] | Australian Term Loan [Member] | ||||||
Principal amount of each quarterly installment | AUD | AUD 4,058 | |||||
Period 1 [Member] | U.K. Term Loan [Member] | ||||||
Principal amount of each quarterly installment | £ 1,271 | |||||
Period 2 [Member] | United States Term Loan [Member] | ||||||
Principal amount of each quarterly installment | $ | $ 44,550 | |||||
Period 2 [Member] | Australian Term Loan [Member] | ||||||
Principal amount of each quarterly installment | AUD | 8,116 | |||||
Period 2 [Member] | U.K. Term Loan [Member] | ||||||
Principal amount of each quarterly installment | £ 2,542 | |||||
Period 3 [Member] | United States Term Loan [Member] | ||||||
Balloon payment to be paid at end of maturity | $ | $ 1,336,500 | |||||
Period 3 [Member] | Australian Term Loan [Member] | ||||||
Balloon payment to be paid at end of maturity | AUD | AUD 229,470 | AUD 229,470 | ||||
Period 3 [Member] | U.K. Term Loan [Member] | ||||||
Balloon payment to be paid at end of maturity | £ 76,261 |
Long-Term Debt Credit Agreement
Long-Term Debt Credit Agreement Covenants (Details) | Jun. 30, 2015 |
Maximum Total Leverage Ratio [Member] | Period 1 [Member] | |
Debt Instrument, Covenant Description | 4.50 to 1.00 |
Maximum Total Leverage Ratio [Member] | Period 2 [Member] | |
Debt Instrument, Covenant Description | 3.75 to 1.00 |
Maximum Total Leverage Ratio [Member] | Period 3 [Member] | |
Debt Instrument, Covenant Description | 3.50 to 1.00 |
Amendment No. 1 to the Amended and Restated Senior Secured Syndicated Credit Facility Agreement [Member] | |
Line of Credit Facility, Covenant Compliance | the Company was in compliance with the covenants under the Credit Agreement |
Derivative Financial Instrume46
Derivative Financial Instruments Outstanding Interest Rate Swap Agreements (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2015 |
Interest Rate Swap 3 [Member] | ||
Derivative [Line Items] | ||
Effective Date | Sep. 30, 2014 | |
Expiration Date | Sep. 30, 2015 | |
Interest Rate Swap 3 [Member] | Notional Period 1 [Member] | ||
Derivative [Line Items] | ||
Notional Amount | $ 1,150,000 | |
Pay Fixed Rate | 0.54% | |
Interest Rate Swap 3 [Member] | Notional Period 2 [Member] | ||
Derivative [Line Items] | ||
Notional Amount | $ 1,100,000 | |
Pay Fixed Rate | 0.54% | |
Interest Rate Swap 3 [Member] | Notional Period 3 [Member] | ||
Derivative [Line Items] | ||
Notional Amount | $ 1,050,000 | |
Pay Fixed Rate | 0.54% | |
Interest Rate Swap 3 [Member] | Notional Period 4 [Member] | ||
Derivative [Line Items] | ||
Notional Amount | $ 1,000,000 | |
Pay Fixed Rate | 0.54% | |
Interest Rate Swap 4 [Member] | ||
Derivative [Line Items] | ||
Effective Date | Sep. 30, 2015 | |
Expiration Date | Sep. 30, 2016 | |
Interest Rate Swap 4 [Member] | Notional Period 1 [Member] | ||
Derivative [Line Items] | ||
Notional Amount | $ 350,000 | |
Pay Fixed Rate | 0.93% | |
Interest Rate Swap 5 [Member] | ||
Derivative [Line Items] | ||
Effective Date | Sep. 30, 2016 | |
Expiration Date | Sep. 30, 2026 | |
Interest Rate Swap 5 [Member] | Notional Period 1 [Member] | ||
Derivative [Line Items] | ||
Notional Amount | $ 100,000 | |
Pay Fixed Rate | 2.79% | |
Interest Rate Swap 6 [Member] | ||
Derivative [Line Items] | ||
Effective Date | Sep. 30, 2016 | |
Expiration Date | Sep. 30, 2026 | |
Interest Rate Swap 6 [Member] | Notional Period 1 [Member] | ||
Derivative [Line Items] | ||
Notional Amount | $ 100,000 | |
Pay Fixed Rate | 2.79% | |
Interest Rate Swap 7 [Member] | ||
Derivative [Line Items] | ||
Effective Date | Sep. 30, 2016 | |
Expiration Date | Sep. 30, 2026 | |
Interest Rate Swap 7 [Member] | Notional Period 1 [Member] | ||
Derivative [Line Items] | ||
Notional Amount | $ 100,000 | |
Pay Fixed Rate | 2.80% | |
Scenario, Forecast [Member] | ||
Derivative [Line Items] | ||
Derivative settlement date | Sep. 30, 2016 | |
Variable rate debt [Member] | Scenario, Forecast [Member] | ||
Derivative [Line Items] | ||
Probable future debt | $ 300,000 | |
Fixed rate debt [Member] | Scenario, Forecast [Member] | ||
Derivative [Line Items] | ||
Probable future debt | $ 300,000 |
Derivative Financial Instrume47
Derivative Financial Instruments Effectiveness Testing (Details) - Interest rate swap agreements [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2016 | |
Gain/(loss) reclassified from accumulated other comprehensive income/(loss) into earnings due to ineffectiveness | $ 0 | $ 0 | $ 0 | $ 0 | |
Existing net losses realized and recorded as interest expense | $ 800,000 | $ 600,000 | $ 1,600,000 | $ 1,000,000 | |
Scenario, Forecast [Member] | |||||
Existing net losses expected to be realized within the next 12 months | $ (1,900,000) |
Derivative Financial Instrume48
Derivative Financial Instruments Foreign Currency Exchange Rate Risk (Details) - Income Statement Location [Domain] £ in Thousands, AUD in Millions | Feb. 25, 2015GBP (£) | Feb. 25, 2015USD ($) | May. 23, 2014AUD | May. 23, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015GBP (£) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Mar. 23, 2015USD ($) | Feb. 25, 2015AUD | Feb. 25, 2015GBP (£) | Feb. 25, 2015USD ($) | Dec. 03, 2012AUD | Dec. 03, 2012USD ($) |
Derivative [Line Items] | ||||||||||||||||
Foreign subsidiaries third-party debt denominated in local currencies | $ 521,400,000 | |||||||||||||||
Cash received on settlement of forward currency forward purchase contracts | $ 391,800,000 | |||||||||||||||
Net expense realized or recognized on cross-currency swap agreement | $ 0 | $ (892,000) | $ (18,686,000) | $ (1,270,000) | ||||||||||||
British Pound foreign currency forward purchase contract 1 [Member] | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Notional amount | £ 307,100 | $ 475,000,000 | ||||||||||||||
British Pound foreign currency forward purchase contract 2 [Member] | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Notional amount | AUD 163.8 | £ 84,700 | ||||||||||||||
British Pound foreign currency forward purchase contracts 3 and 4 [Member] | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Derivative, Amount of Hedged Item | £ 120,000 | $ 181,000,000 | ||||||||||||||
British Pound foreign currency forward purchase contract 3 [Member] | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Effective Date | Mar. 25, 2015 | Mar. 25, 2015 | ||||||||||||||
Settlement Date | Mar. 25, 2020 | Mar. 25, 2020 | ||||||||||||||
Exchange Rate | 1.50 | 1.50 | ||||||||||||||
Gain/(loss) reclassified from accumulated other comprehensive income/(loss) into earnings due to ineffectiveness | $ 0 | |||||||||||||||
Notional amount | £ | £ 60,000 | |||||||||||||||
British Pound foreign currency forward purchase contract 4 [Member] | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Effective Date | Mar. 25, 2015 | Mar. 25, 2015 | ||||||||||||||
Settlement Date | Mar. 25, 2020 | Mar. 25, 2020 | ||||||||||||||
Exchange Rate | 1.51 | 1.51 | ||||||||||||||
Gain/(loss) reclassified from accumulated other comprehensive income/(loss) into earnings due to ineffectiveness | $ 0 | |||||||||||||||
Notional amount | £ | £ 60,000 | |||||||||||||||
British Pound foreign currency forward purchase contract 5 [Member] | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Effective Date | Jun. 30, 2015 | Jun. 30, 2015 | ||||||||||||||
Settlement Date | Mar. 25, 2020 | Mar. 25, 2020 | ||||||||||||||
Exchange Rate | 1.57 | 1.57 | ||||||||||||||
Gain/(loss) reclassified from accumulated other comprehensive income/(loss) into earnings due to ineffectiveness | $ 0 | |||||||||||||||
Derivative, Amount of Hedged Item | £ 2,000 | $ 3,200,000 | ||||||||||||||
Notional amount | £ | 2,035 | |||||||||||||||
Cross-currency swap agreements [Member] | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Payments in connection with termination of cross-currency swap | AUD | AUD 105 | |||||||||||||||
Proceeds in connection with termination of cross-currency swap | $ 108,900,000 | |||||||||||||||
Notional amount | AUD 105 | $ 109,600,000 | ||||||||||||||
Freightliner [Member] | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Cash purchase price | £ 492,100 | $ 733,000,000 | ||||||||||||||
Scenario, Plan [Member] | Freightliner [Member] | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Estimated Payments to Acquire Businesses, Gross | £ 490,000 | $ 755,000,000 |
Derivative Financial Instrume49
Derivative Financial Instruments Fair Value of the Company's Derivative Instruments (Details) - Designated as hedging instrument [Member] - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Derivative Fair Value [Line Items] | ||
Fair value of derivative asset | $ 415,000 | $ 136,000 |
Fair value of derivative liabilities | 10,999,000 | 4,711,000 |
Interest rate swap agreements [Member] | Prepaid expenses and other [Member] | ||
Derivative Fair Value [Line Items] | ||
Fair value of derivative asset | 0 | 35,000 |
Interest rate swap agreements [Member] | Other assets, net [Member] | ||
Derivative Fair Value [Line Items] | ||
Fair value of derivative asset | 415,000 | 101,000 |
Interest rate swap agreements [Member] | Accrued expenses [Member] | ||
Derivative Fair Value [Line Items] | ||
Fair value of derivative liabilities | 1,854,000 | 2,249,000 |
Interest rate swap agreements [Member] | Other long-term liabilities [Member] | ||
Derivative Fair Value [Line Items] | ||
Fair value of derivative liabilities | 333,000 | 2,462,000 |
British pound forward purchase contracts [Member] | Other long-term liabilities [Member] | ||
Derivative Fair Value [Line Items] | ||
Fair value of derivative liabilities | $ 8,812,000 | $ 0 |
Derivative Financial Instrume50
Derivative Financial Instruments Derivative Instruments Designated as Cash Flow Hedges OCI Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Derivative [Line Items] | ||||
Effective portion of changes in fair value recognized in OCI: | $ 2,706 | $ (6,460) | $ (3,604) | $ (13,419) |
Derivative designated as cash flow hedges [Member] | Interest rate swap agreements [Member] | ||||
Derivative [Line Items] | ||||
Effective portion of changes in fair value recognized in OCI: | 7,521 | (6,460) | 1,682 | (13,419) |
Derivative designated as cash flow hedges [Member] | British pound forward purchase contracts [Member] | ||||
Derivative [Line Items] | ||||
Effective portion of changes in fair value recognized in OCI: | $ (4,815) | $ 0 | $ (5,286) | $ 0 |
Derivative Financial Instrume51
Derivative Financial Instruments Derivative Instruments Not Designated as Hedges (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Effect of derivative instruments not designated as hedging instruments | $ 0 | $ (892,000) | $ (18,686,000) | $ (1,270,000) |
Not Designated as Hedging Instrument [Member] | Interest expense [Member] | Cross-currency swap agreements [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Effect of derivative instruments not designated as hedging instruments | 0 | (630,000) | 0 | (1,184,000) |
Not Designated as Hedging Instrument [Member] | Other income, net [Member] | Cross-currency swap agreements [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Effect of derivative instruments not designated as hedging instruments | 0 | (262,000) | 0 | (86,000) |
Not Designated as Hedging Instrument [Member] | Loss on settlement of foreign currency forward purchase contracts [Member] | British pound forward purchase contracts [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Effect of derivative instruments not designated as hedging instruments | $ 0 | $ 0 | $ (18,686,000) | $ 0 |
Fair Value of Financial Instr52
Fair Value of Financial Instruments Financial Instruments Carried at Fair Value-Level 2 (Details) - Fair Value, Inputs, Level 2 [Member] - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities carried at fair value | $ 10,999,000 | $ 4,711,000 |
Interest rate swap agreements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets carried at fair value, Interest rate swap agreements | 415,000 | 136,000 |
Financial liabilities carried at fair value, Interest rate swap agreements | 2,187,000 | 4,711,000 |
British pound forward purchase contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities carried at fair value, British pound forward purchase contracts | $ 8,812,000 | $ 0 |
Fair Value of Financial Instr53
Fair Value of Financial Instruments Financial instruments Carried at Fair Value-Level 3 (Details) - Jun. 30, 2015 £ in Thousands, $ in Thousands | GBP (£) | USD ($) |
Liability [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Financial liabilities carried at fair value, Accrued deferred consideration | £ 23,957 | $ 37,673 |
Fair Value of Financial Instr54
Fair Value of Financial Instruments Financial Instruments Carried at Historical Costs (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Value | $ 2,281,643,000 | $ 1,603,772,000 |
United States term loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Value | 1,782,000,000 | 1,407,000,000 |
Australian term loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Value | 239,493,000 | 133,857,000 |
U.K. term loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Value | 159,894,000 | 0 |
Revolving credit facility [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Value | 91,092,000 | 43,187,000 |
Amortizing notes component of tangible equity units [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Value | 5,654,000 | 11,184,000 |
Other debt [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Value | 3,510,000 | 8,544,000 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 2,271,161,000 | 1,599,910,000 |
Fair Value, Inputs, Level 2 [Member] | United States term loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 1,771,269,000 | 1,402,950,000 |
Fair Value, Inputs, Level 2 [Member] | Australian term loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 239,950,000 | 133,900,000 |
Fair Value, Inputs, Level 2 [Member] | U.K. term loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 159,634,000 | 0 |
Fair Value, Inputs, Level 2 [Member] | Revolving credit facility [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 91,112,000 | 43,304,000 |
Fair Value, Inputs, Level 2 [Member] | Amortizing notes component of tangible equity units [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 5,702,000 | 11,233,000 |
Fair Value, Inputs, Level 2 [Member] | Other debt [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | $ 3,494,000 | $ 8,523,000 |
U.K. Pension Plan Assumptions U
U.K. Pension Plan Assumptions Used (Details) - Freightliner U.K. Pension Plan [Member] | 6 Months Ended | |
Jun. 30, 2015 | Mar. 25, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.20% | |
Expected return on plan assets | 5.90% | |
Rate of compensation increase | 3.40% |
U.K. Pension Plan Funded Status
U.K. Pension Plan Funded Status (Details) - Mar. 25, 2015 - Freightliner U.K. Pension Plan [Member] £ in Thousands, $ in Thousands | GBP (£) | USD ($) |
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation | £ 241,636 | $ 359,941 |
Fair value of plan assets | 184,470 | 274,787 |
Funded status | £ (57,166) | $ (85,154) |
U.K. Pension Plan Major Categor
U.K. Pension Plan Major Categories of Plan Assets (Details) - Mar. 25, 2015 - Freightliner U.K. Pension Plan [Member] £ in Thousands, $ in Thousands | GBP (£) | USD ($) |
Defined Benefit Plan Disclosure [Line Items] | ||
U.K. Pension Plan assets by major category | £ 184,470 | $ 274,787 |
Growth pooled fund [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
U.K. Pension Plan assets by major category | 122,016 | 181,755 |
Defensive pooled fund [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
U.K. Pension Plan assets by major category | 24,034 | 35,801 |
Private equity pooled fund [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
U.K. Pension Plan assets by major category | 20,725 | 30,872 |
Government bond pooled fund [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
U.K. Pension Plan assets by major category | 10,222 | 15,227 |
Infrastructure pooled fund [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
U.K. Pension Plan assets by major category | £ 7,473 | $ 11,132 |
U.K. Pension Plan Net Periodic
U.K. Pension Plan Net Periodic Service Cost (Details) - Freightliner U.K. Pension Plan [Member] $ in Thousands, £ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Jun. 30, 2015USD ($) | Jun. 30, 2015GBP (£) | Jun. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015GBP (£) | Dec. 31, 2015USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Service cost | $ 3,565 | $ 3,775 | ||||
Interest cost | 2,539 | 2,688 | ||||
Expected return on plan assets | (3,964) | (4,197) | ||||
Net periodic benefit cost | $ 2,140 | $ 2,266 | ||||
Company's current year contribution | £ 1.8 | $ 2,800 | ||||
Scenario, Forecast [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Company's expected contribution for remainder of year | £ 6.3 | $ 9,900 | ||||
Employer's Share of Required Contribution [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Contribution % required in shared cost arrangement | 60.00% | |||||
Participant's Share of Required Contribution [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Contribution % required in shared cost arrangement | 40.00% |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 35.70% | 34.90% | 37.60% | 35.50% |
Accumulated Other Comprehensi60
Accumulated Other Comprehensive Income/(Loss) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accumulated other comprehensive income/(loss), beginning balance | $ (72,252,000) | $ 6,089,000 | ||
Other comprehensive income/(loss) before reclassifications | (8,489,000) | 5,367,000 | ||
Amounts reclassified from accumulated other comprehensive income/(loss), net of tax | (852,000) | (474,000) | ||
Current period change | $ 43,663,000 | $ 8,030,000 | (9,341,000) | 4,893,000 |
Accumulated other comprehensive income/(loss), ending balance | (81,593,000) | 10,982,000 | (81,593,000) | 10,982,000 |
Foreign Currency Translation Adjustment [Member] | ||||
Accumulated other comprehensive income/(loss), beginning balance | (70,746,000) | (14,687,000) | ||
Other comprehensive income/(loss) before reclassifications | (5,843,000) | 18,177,000 | ||
Amounts reclassified from accumulated other comprehensive income/(loss), net of tax | 0 | 0 | ||
Current period change | (5,843,000) | 18,177,000 | ||
Accumulated other comprehensive income/(loss), ending balance | (76,589,000) | 3,490,000 | (76,589,000) | 3,490,000 |
Defined Benefit Plans [Member] | ||||
Accumulated other comprehensive income/(loss), beginning balance | 1,405,000 | 214,000 | ||
Other comprehensive income/(loss) before reclassifications | 0 | 0 | ||
Amounts reclassified from accumulated other comprehensive income/(loss), net of tax | 106,000 | 135,000 | ||
Current period change | 106,000 | 135,000 | ||
Accumulated other comprehensive income/(loss), ending balance | 1,511,000 | 349,000 | 1,511,000 | 349,000 |
Net Unrealized Gain/(Loss) on Cash Flow Hedges [Member] | ||||
Accumulated other comprehensive income/(loss), beginning balance | (2,911,000) | 20,562,000 | ||
Other comprehensive income/(loss) before reclassifications | (2,646,000) | (12,810,000) | ||
Amounts reclassified from accumulated other comprehensive income/(loss), net of tax | (958,000) | (609,000) | ||
Current period change | (3,604,000) | (13,419,000) | ||
Accumulated other comprehensive income/(loss), ending balance | $ (6,515,000) | $ 7,143,000 | (6,515,000) | 7,143,000 |
Tax provision on amounts reclassified from AOCI for defined benefit plans | (60,000) | (76,000) | ||
Tax benefit on amounts reclassified from AOCI for cash flow hedges | $ 638,000 | $ 406,000 |
Significant Non-Cash Investin61
Significant Non-Cash Investing Activities (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Other Significant Noncash Transactions [Line Items] | |||
Outstanding receivables from outside parties for the funding of capital expenditures | $ 390,525 | $ 363,104 | |
Purchases of property and equipment accrued in accounts payable | 45,100 | $ 27,800 | |
Accounts receivable - grants from outside parties | |||
Other Significant Noncash Transactions [Line Items] | |||
Outstanding receivables from outside parties for the funding of capital expenditures | $ 20,949 | $ 25,900 | $ 32,076 |
Segment Information Segments (D
Segment Information Segments (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)reportable_segmentregion | Jun. 30, 2014USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of operating regions | region | 11 | |||
Number of reportable segments | reportable_segment | 3 | |||
Operating revenues | $ 542,219,000 | $ 414,563,000 | $ 939,249,000 | $ 790,842,000 |
Income/(loss) from operations | 99,451,000 | 110,109,000 | 172,071,000 | 184,984,000 |
Depreciation and amortization | 48,048,000 | 38,212,000 | 90,265,000 | 75,853,000 |
Interest expense, net | 17,648,000 | 17,573,000 | 31,130,000 | 30,180,000 |
Foreign Currency Forward Purchase Contracts Not Designated as Hedging Instruments, Gain (Loss), Net | 0 | 0 | 18,686,000 | 0 |
Provision for/(benefit from) income taxes | 29,300,000 | 32,567,000 | 46,162,000 | 55,467,000 |
Expenditures for additions to property & equipment, net of grants from outside parties | 87,627,000 | 88,459,000 | 137,525,000 | 147,277,000 |
North American Operations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 310,980,000 | 325,742,000 | 628,604,000 | 621,384,000 |
Income/(loss) from operations | 76,621,000 | 85,387,000 | 133,702,000 | 141,979,000 |
Depreciation and amortization | 34,936,000 | 30,629,000 | 70,241,000 | 60,824,000 |
Interest expense, net | 9,588,000 | 13,863,000 | 20,361,000 | 22,230,000 |
Foreign Currency Forward Purchase Contracts Not Designated as Hedging Instruments, Gain (Loss), Net | 16,374,000 | |||
Provision for/(benefit from) income taxes | 24,939,000 | 26,707,000 | 39,226,000 | 45,865,000 |
Expenditures for additions to property & equipment, net of grants from outside parties | 73,440,000 | 85,315,000 | 118,710,000 | 138,899,000 |
Australian Operations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 66,808,000 | 83,119,000 | 126,750,000 | 159,411,000 |
Income/(loss) from operations | 15,131,000 | 25,331,000 | 29,367,000 | 44,266,000 |
Depreciation and amortization | 7,394,000 | 7,172,000 | 13,620,000 | 14,234,000 |
Interest expense, net | 2,271,000 | 3,485,000 | 4,604,000 | 7,549,000 |
Foreign Currency Forward Purchase Contracts Not Designated as Hedging Instruments, Gain (Loss), Net | 2,312,000 | |||
Provision for/(benefit from) income taxes | 3,829,000 | 6,560,000 | 6,757,000 | 11,003,000 |
Expenditures for additions to property & equipment, net of grants from outside parties | 9,159,000 | 3,047,000 | 13,774,000 | 7,880,000 |
U.K./European Operations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 164,431,000 | 5,702,000 | 183,895,000 | 10,047,000 |
Income/(loss) from operations | 7,699,000 | (609,000) | 9,002,000 | (1,261,000) |
Depreciation and amortization | 5,718,000 | 411,000 | 6,404,000 | 795,000 |
Interest expense, net | 5,789,000 | 225,000 | 6,165,000 | 401,000 |
Foreign Currency Forward Purchase Contracts Not Designated as Hedging Instruments, Gain (Loss), Net | 0 | |||
Provision for/(benefit from) income taxes | 532,000 | (700,000) | 179,000 | (1,401,000) |
Expenditures for additions to property & equipment, net of grants from outside parties | $ 5,028,000 | $ 97,000 | $ 5,041,000 | $ 498,000 |
Segment Information Property &
Segment Information Property & Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Segment Reporting, Property and Equipment by Segment [Line Items] | ||
Property and equipment, net | $ 4,104,092 | $ 3,788,482 |
North American Operations [Member] | ||
Segment Reporting, Property and Equipment by Segment [Line Items] | ||
Property and equipment, net | 3,352,295 | 3,269,604 |
Australian Operations [Member] | ||
Segment Reporting, Property and Equipment by Segment [Line Items] | ||
Property and equipment, net | 485,246 | 506,154 |
U.K./European Operations [Member] | ||
Segment Reporting, Property and Equipment by Segment [Line Items] | ||
Property and equipment, net | $ 266,551 | $ 12,724 |
Segment Information Geographic
Segment Information Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Operating revenues | $ 542,219 | $ 414,563 | $ 939,249 | $ 790,842 | |
Percent of operating revenue by geographic area | 100.00% | 100.00% | 100.00% | 100.00% | |
Property and equipment, net | $ 4,104,092 | $ 4,104,092 | $ 3,788,482 | ||
Percent of property and equipment by geographic area | 100.00% | 100.00% | 100.00% | ||
United States [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Operating revenues | $ 285,688 | $ 296,026 | $ 576,107 | $ 563,798 | |
Percent of operating revenue by geographic area | 52.70% | 71.40% | 61.30% | 71.30% | |
Property and equipment, net | $ 3,102,630 | $ 3,102,630 | $ 3,003,299 | ||
Percent of property and equipment by geographic area | 75.60% | 75.60% | 79.30% | ||
Australia [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Operating revenues | $ 66,808 | $ 83,119 | $ 126,750 | $ 159,411 | |
Percent of operating revenue by geographic area | 12.30% | 20.00% | 13.50% | 20.20% | |
Property and equipment, net | $ 485,246 | $ 485,246 | $ 506,154 | ||
Percent of property and equipment by geographic area | 11.80% | 11.80% | 13.40% | ||
Canada [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Operating revenues | $ 25,292 | $ 29,716 | $ 52,497 | $ 57,586 | |
Percent of operating revenue by geographic area | 4.70% | 7.20% | 5.60% | 7.30% | |
Property and equipment, net | $ 249,665 | $ 249,665 | $ 266,305 | ||
Percent of property and equipment by geographic area | 6.10% | 6.10% | 7.00% | ||
U.K./Europe [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Operating revenues | $ 164,431 | $ 5,702 | $ 183,895 | $ 10,047 | |
Percent of operating revenue by geographic area | 30.30% | 1.40% | 19.60% | 1.20% | |
Property and equipment, net | $ 266,551 | $ 266,551 | $ 12,724 | ||
Percent of property and equipment by geographic area | 6.50% | 6.50% | 0.30% | ||
Total Non-United States [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Operating revenues | $ 256,531 | $ 118,537 | $ 363,142 | $ 227,044 | |
Percent of operating revenue by geographic area | 47.30% | 28.60% | 38.70% | 28.70% | |
Property and equipment, net | $ 1,001,462 | $ 1,001,462 | $ 785,183 | ||
Percent of property and equipment by geographic area | 24.40% | 24.40% | 20.70% |
Recently Issued Accounting St65
Recently Issued Accounting Standards Accounting Standards Not Yet Effective (Details) - Accounting Standards Update 2015-03 [Member] - Scenario, Forecast [Member] | 3 Months Ended |
Mar. 31, 2016 | |
Impact on total assets [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption | 1.00% |
Impact on total debt [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption | 1.00% |