Document and Entity Information
Document and Entity Information Document - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 22, 2017 | Jun. 30, 2016 | |
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-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 3,299,521,163 | ||
Class A Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 61,369,716 | ||
Class B Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 758,138 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 32,319 | $ 35,941 |
Accounts receivable, net | 363,923 | 382,458 |
Materials and supplies | 43,621 | 45,790 |
Prepaid expenses and other | 45,475 | 43,197 |
Total current assets | 485,338 | 507,386 |
PROPERTY AND EQUIPMENT, net | 4,503,319 | 4,215,063 |
GOODWILL | 1,125,596 | 826,575 |
INTANGIBLE ASSETS, net | 1,472,376 | 1,128,952 |
DEFERRED INCOME TAX ASSETS, net | 2,671 | 2,270 |
OTHER ASSETS, net | 45,658 | 22,836 |
Total assets | 7,634,958 | 6,703,082 |
CURRENT LIABILITIES: | ||
Current portion of long-term debt | 52,538 | 75,966 |
Accounts payable | 266,867 | 282,275 |
Accrued expenses | 159,705 | 169,586 |
Total current liabilities | 479,110 | 527,827 |
LONG-TERM DEBT, less current portion | 2,306,915 | 2,205,785 |
DEFERRED INCOME TAX LIABILITIES, net | 1,162,221 | 983,136 |
DEFERRED ITEMS - grants from outside parties | 301,383 | 292,198 |
OTHER LONG-TERM LIABILITIES | 198,208 | 174,675 |
COMMITMENTS AND CONTINGENCIES | ||
EQUITY: | ||
Additional paid-in capital | 1,651,703 | 1,355,345 |
Retained earnings | 1,685,813 | 1,544,676 |
Accumulated other comprehensive loss | (211,336) | (153,457) |
Treasury stock, at cost | (232,348) | (227,808) |
Total Genesee & Wyoming Inc. stockholders' equity | 2,894,582 | 2,519,461 |
Noncontrolling interest | 292,539 | 0 |
Total equity | 3,187,121 | 2,519,461 |
Total liabilities and equity | 7,634,958 | 6,703,082 |
Class A Common Stock, $0.01 par value, one vote per share; 180,000,000 shares authorized at December 31, 2016 and 2015; 74,162,972 and 69,674,185 shares issued and 61,362,665 and 56,945,384 shares outstanding (net of 12,800,307 and 12,728,801 shares in treasury) on December 31, 2016 and 2015, respectively | ||
EQUITY: | ||
Common Stock | 742 | 697 |
Class B Common Stock, $0.01 par value, ten votes per share; 30,000,000 shares authorized at December 31, 2016 and 2015; 758,138 and 793,138 shares issued and outstanding on December 31, 2016 and 2015, respectively | ||
EQUITY: | ||
Common Stock | $ 8 | $ 8 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Class A Common Stock [Member] | ||
Common Stock, Par Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Voting Rights | 1 | 1 |
Common Stock, Shares Authorized | 180,000,000 | 180,000,000 |
Common Stock, Shares, Issued | 74,162,972 | 69,674,185 |
Common Stock, Shares, Outstanding | 61,362,665 | 56,945,384 |
Treasury Stock, Shares | 12,800,307 | 12,728,801 |
Class B Common Stock [Member] | ||
Common Stock, Par Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Voting Rights | 10 | 10 |
Common Stock, Shares Authorized | 30,000,000 | 30,000,000 |
Common Stock, Shares, Issued | 758,138 | 793,138 |
Common Stock, Shares, Outstanding | 758,138 | 793,138 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
OPERATING REVENUES | $ 2,001,527 | $ 2,000,401 | $ 1,639,012 |
OPERATING EXPENSES: | |||
Labor and benefits | 633,114 | 614,967 | 469,503 |
Equipment rents | 159,372 | 149,825 | 82,730 |
Purchased services | 198,046 | 186,905 | 100,108 |
Depreciation and amortization | 205,188 | 188,535 | 157,081 |
Diesel fuel used in train operations | 118,203 | 132,149 | 149,047 |
Electricity used in train operations | 13,346 | 13,714 | 1,058 |
Casualties and insurance | 38,884 | 42,494 | 41,552 |
Materials | 82,522 | 95,248 | 78,366 |
Trackage rights | 87,194 | 78,140 | 53,783 |
Net loss/(gain) on sale and impairment of assets | 32,484 | (2,291) | (5,100) |
Restructuring costs | 8,182 | 0 | 0 |
Other expenses | 135,380 | 116,454 | 89,313 |
Total operating expenses | 1,711,915 | 1,616,140 | 1,217,441 |
OPERATING INCOME | 289,612 | 384,261 | 421,571 |
Interest income | 1,107 | 481 | 1,445 |
Interest expense | (75,641) | (67,073) | (56,162) |
Loss on settlement of foreign currency forward purchase contracts | 0 | (18,686) | 0 |
Other income, net | 413 | 1,948 | 1,259 |
Income before income taxes | 215,491 | 300,931 | 368,113 |
Provision for income taxes | (74,395) | (75,894) | (107,107) |
Net income | 141,096 | 225,037 | 261,006 |
Net (loss)/income attributable to noncontrolling interest | (41) | 0 | 251 |
Net income attributable to Genesee & Wyoming Inc. | $ 141,137 | $ 225,037 | $ 260,755 |
Basic earnings per common share attributable to Genesee & Wyoming Inc. common stockholders: (US$ per share) | $ 2.46 | $ 3.97 | $ 4.71 |
Weighted average shares—Basic | 57,324 | 56,734 | 55,305 |
Diluted earnings per common share attributable to Genesee & Wyoming Inc. common stockholders: (US$ per share) | $ 2.42 | $ 3.89 | $ 4.58 |
Weighted average shares—Diluted | 58,256 | 57,848 | 56,972 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 141,096 | $ 225,037 | $ 261,006 |
OTHER COMPREHENSIVE (LOSS)/INCOME: | |||
Foreign currency translation adjustment | (47,349) | (86,968) | (56,059) |
Net unrealized loss on qualifying cash flow hedges, net of tax benefit/(provision) | (5,666) | (3,837) | (23,473) |
Changes in pension and other postretirement benefit obligations, net of tax benefit/(provision) | (30,953) | 9,600 | 1,191 |
Other comprehensive loss | (83,968) | (81,205) | (78,341) |
COMPREHENSIVE INCOME | 57,128 | 143,832 | 182,665 |
Less: Comprehensive income attributable to noncontrolling interest | 8,508 | 0 | 251 |
COMPREHENSIVE INCOME ATTRIBUTABLE TO G&W | $ 48,620 | $ 143,832 | $ 182,414 |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Cash flow hedge - tax benefit/(provision) | $ 3,651 | $ 2,558 | $ 15,649 |
Pension & postretirement benefits - tax benefit/(provision) | $ 6,366 | $ (2,552) | $ (670) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity Statement - USD ($) $ in Thousands | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Noncontrolling Interest [Member] | Class A Common Stock [Member]Common Stock [Member] | Class B Common Stock [Member]Common Stock [Member] | Conversion of Class B Common Stock to Class A Common Stock [Member] | Conversion of Class B Common Stock to Class A Common Stock [Member]Class A Common Stock [Member]Common Stock [Member] | Conversion of Class B Common Stock to Class A Common Stock [Member]Class B Common Stock [Member]Common Stock [Member] | Settlement of the prepaid stock purchase contract component of the TEUs [Member] | Settlement of the prepaid stock purchase contract component of the TEUs [Member]Additional Paid-in Capital [Member] | Settlement of the prepaid stock purchase contract component of the TEUs [Member]Class A Common Stock [Member]Common Stock [Member] |
Stockholders' equity, balance at Dec. 31, 2013 | $ 2,149,070 | $ 1,302,521 | $ 1,058,884 | $ 6,089 | $ (220,361) | $ 1,275 | $ 646 | $ 16 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income/(loss) attributable to G&W | 260,755 | 260,755 | ||||||||||||
Net (loss)/income attributable to noncontrolling interest | 251 | 251 | ||||||||||||
Net income/(loss) including portion attributable to noncontrolling interest | 261,006 | |||||||||||||
Other comprehensive income/loss including portion attributable to noncontrolling interest | (78,341) | (78,341) | ||||||||||||
Conversion of shares to Class A common stock | $ 0 | $ 6 | $ 6 | |||||||||||
Value of stock issued for stock-based compensation | 11,819 | 11,815 | 4 | |||||||||||
Compensation cost related to stock-based compensation | 12,819 | 12,819 | ||||||||||||
Cash distribution to noncontrolling interest | (405) | (405) | ||||||||||||
Excess income tax benefits from stock-based compensation | 6,198 | 6,198 | ||||||||||||
Value of treasury stock repurchased | (4,186) | (4,186) | ||||||||||||
Stockholders' equity, balance at Dec. 31, 2014 | 2,357,980 | 1,333,353 | 1,319,639 | (72,252) | (224,547) | 1,121 | 656 | 10 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income/(loss) attributable to G&W | 225,037 | 225,037 | ||||||||||||
Net (loss)/income attributable to noncontrolling interest | 0 | |||||||||||||
Net income/(loss) including portion attributable to noncontrolling interest | 225,037 | |||||||||||||
Other comprehensive income/loss including portion attributable to noncontrolling interest | (81,205) | (81,205) | ||||||||||||
Conversion of shares to Class A common stock | 0 | 2 | 2 | $ 0 | $ 36 | $ 36 | ||||||||
Value of stock issued for stock-based compensation | 6,829 | 6,826 | 3 | |||||||||||
Compensation cost related to stock-based compensation | 14,421 | 14,421 | ||||||||||||
Excess income tax benefits from stock-based compensation | 1,432 | 1,432 | ||||||||||||
Purchase of noncontrolling interest | (2,582) | (1,461) | (1,121) | |||||||||||
Value of treasury stock repurchased | (3,261) | (3,261) | ||||||||||||
Stockholders' Equity, Other | (810) | (810) | ||||||||||||
Stockholders' equity, balance at Dec. 31, 2015 | 2,519,461 | 1,355,345 | 1,544,676 | (153,457) | (227,808) | 0 | 697 | 8 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income/(loss) attributable to G&W | 141,137 | 141,137 | ||||||||||||
Net (loss)/income attributable to noncontrolling interest | (41) | (41) | ||||||||||||
Net income/(loss) including portion attributable to noncontrolling interest | 141,096 | |||||||||||||
Other comprehensive income/(loss) attributable to G&W | (57,879) | (92,517) | ||||||||||||
Other comprehensive income/(loss) attributable to noncontrolling interest | 8,549 | |||||||||||||
Other comprehensive income/loss including portion attributable to noncontrolling interest | (83,968) | |||||||||||||
Value of stock issued - equity offering | 285,756 | 285,716 | 40 | |||||||||||
Conversion of shares to Class A common stock | $ 0 | $ 0 | $ 0 | |||||||||||
Value of stock issued for stock-based compensation | 8,294 | 8,289 | 5 | |||||||||||
Compensation cost related to stock-based compensation | 18,884 | 18,884 | ||||||||||||
Income tax deficiencies from stock-based compensation | (281) | (281) | ||||||||||||
Value of treasury stock repurchased | (4,540) | (4,540) | ||||||||||||
Settlement of deferred stock awards | 2,069 | 2,069 | ||||||||||||
Issuance of noncontrolling interest | 300,342 | (18,327) | 284,031 | |||||||||||
Stockholders' Equity, Other | 8 | 8 | ||||||||||||
Stockholders' equity, balance at Dec. 31, 2016 | $ 3,187,121 | $ 1,651,703 | $ 1,685,813 | $ (211,336) | $ (232,348) | $ 292,539 | $ 742 | $ 8 |
Consolidated Statements of Cha8
Consolidated Statements of Changes in Equity (Parentheticals) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Treasury Stock repurchased, shares | 71,506 | 34,759 | 44,077 |
Class A Common Stock [Member] | |||
Stock issued for stock compensation, shares | 458,565 | 266,452 | 472,982 |
Common Stock [Member] | Class A Common Stock [Member] | |||
Stock issued during period, shares | 4,000,000 | ||
Settlement of deferred stock awards, shares | 78,088 | ||
Common Stock [Member] | Class A Common Stock [Member] | Conversion of Class B Common Stock to Class A Common Stock [Member] | |||
Conversion of shares to Class A Common Stock, shares | 35,000 | 227,347 | 588,504 |
Common Stock [Member] | Class A Common Stock [Member] | Common stock and TEUs [Member] | |||
Conversion of shares to Class A Common Stock, shares | 3,539,240 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | $ 141,096 | $ 225,037 | $ 261,006 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 205,188 | 188,535 | 157,081 |
Stock-based compensation | 17,976 | 14,649 | 12,858 |
Excess tax benefit from share-based compensation | (28) | (1,477) | (6,221) |
Deferred income taxes | 33,442 | 40,477 | 70,131 |
Net loss/(gain) on sale and impairment of assets | 32,484 | (2,291) | (5,100) |
Loss on settlement of foreign currency forward purchase contracts | 0 | 18,686 | 0 |
Insurance proceeds received | 0 | 0 | 5,527 |
Changes in operating assets and liabilities which provided/(used) cash, net of effect of acquisitions: | |||
Accounts receivable, net | (15,952) | 28,905 | (39,107) |
Materials and supplies | 750 | (4,073) | 2,600 |
Prepaid expenses and other | 836 | 7,462 | 17,451 |
Accounts payable and accrued expenses | (20,468) | (39,881) | 14,703 |
Other assets and liabilities, net | 11,715 | (882) | 535 |
Net cash provided by operating activities | 407,039 | 475,147 | 491,464 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (219,544) | (371,504) | (331,499) |
Grant proceeds from outside parties | 36,094 | 41,742 | 27,980 |
Cash paid for acquisitions, net of cash acquired | (969,476) | (740,237) | (221,451) |
Net payment from settlement of foreign currency forward purchase contracts related to an acquisition | 0 | (18,686) | 0 |
Insurance proceeds for the replacement of assets | 15,201 | 10,394 | 8,029 |
Proceeds from disposition of property and equipment | 2,691 | 4,018 | 7,096 |
Net cash used in investing activities | (1,135,034) | (1,074,273) | (509,845) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Principal payments on revolving line-of-credit, long-term debt and capital lease obligations | (1,104,222) | (675,430) | (538,035) |
Proceeds from revolving line-of-credit and long-term borrowings | 1,074,516 | 1,261,640 | 543,300 |
Proceeds from noncontrolling interest | 476,828 | 0 | 0 |
Proceeds from Class A common stock issuance | 286,500 | 0 | 0 |
Stock issuance costs | (743) | 0 | 0 |
Debt amendment/issuance costs | (17,731) | (9,622) | (3,880) |
Proceeds from employee stock purchases | 9,317 | 6,829 | 11,819 |
Excess tax benefits from share-based compensation | 28 | 1,477 | 6,221 |
Treasury stock acquisitions | (4,541) | (3,261) | (4,186) |
Net cash provided by financing activities | 719,952 | 581,633 | 15,239 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | 4,421 | (6,293) | (7) |
DECREASE IN CASH AND CASH EQUIVALENTS | (3,622) | (23,786) | (3,149) |
CASH AND CASH EQUIVALENTS, beginning of year | 35,941 | 59,727 | 62,876 |
CASH AND CASH EQUIVALENTS, end of year | $ 32,319 | $ 35,941 | $ 59,727 |
Business and Customers
Business and Customers | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Customer | BUSINESS AND CUSTOMERS: Unless the context otherwise requires, when used in these consolidated financial statements, the terms "Genesee & Wyoming," "G&W" and the "Company" refer to Genesee & Wyoming Inc. and its subsidiaries. The Company owns or leases 122 freight railroads worldwide that are organized in 10 operating regions with approximately 7,300 employees and 3,000 customers. The financial results of our 10 operating regions are reported in the following three distinct segments: • The Company's eight North American regions serve 41 U.S. states and four Canadian provinces and include 115 short line and regional freight railroads with more than 13,000 track miles. • The Company's Australia Region provides rail freight services in New South Wales, including in the Hunter Valley coal supply chain, the Northern Territory and South Australia, including operating the 1,400 -mile Tarcoola-to-Darwin rail line. As of December 1, 2016, G&W's Australia Region is 51.1% owned by us and 48.9% owned by a consortium of funds and clients managed by Macquarie Infrastructure and Real Assets (MIRA). • The Company's U.K./Europe Region is led by Freightliner Group Limited (Freightliner), the United Kingdom's (U.K.) largest rail maritime intermodal operator and second-largest rail freight company. Operations also include heavy-haul in Poland and Germany and cross-border intermodal services connecting Northern European seaports with key industrial regions throughout the continent. The Company's subsidiaries provide rail service at more than 40 major ports in North America, Australia and Europe and perform contract coal loading and railcar switching for industrial customers. See Note 3 , Changes in Operations , for descriptions of the Company's changes in operations in recent years. The Company's railroads transport a wide variety of commodities. Revenues from the Company's 10 largest customers accounted for approximately 22% , 22% and 24% of the Company's operating revenues in 2016 , 2015 and 2014 , respectively. Certain reclassifications have been made to prior period balances to conform to the current year presentation, including (1) debt issuance costs, current portion of long-term debt, less current portion (see Note 8 , Long-Term Debt ) and (2) current deferred income tax assets, long-term deferred income tax assets and long-term deferred income tax liabilities (see Note 13 , Income Taxes ). When comparing the Company's results of 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 shut-downs, sales of property and equipment, derailments and weather-related conditions, such as hurricanes, cyclones, tornadoes, high winds, 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, global commodity prices and foreign exchange rates, such as steel products, iron ore, paper products and lumber and forest products and agricultural 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. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | SIGNIFICANT ACCOUNTING POLICIES: Principles of Consolidation and Basis of Presentation The consolidated financial statements presented herein include the accounts of Genesee & Wyoming Inc. and its subsidiaries. The consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (U.S. GAAP) as codified in the Financial Accounting Standards Board (FASB) Accounting Standards Codification. All significant intercompany transactions and accounts have been eliminated in consolidation. In August 2014, the FASB issued Accounting Standards Update (ASU) 2014-15, Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern , which requires management to assess an entity's ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. This guidance was effective for the Company's annual reporting period ending December 31, 2016 and had no impact on the Company's consolidated financial statements. Revenue Recognition The Company generates freight revenues from the haulage of freight by rail based on a per car, per container or per ton basis. Freight revenues are recognized proportionally as shipments move from origin to destination, with related expenses recognized as incurred. The Company generates freight-related revenues from port terminal railroad operations and industrial switching (where the Company operates trains on a contract basis in facilities it does not own), as well as demurrage, storage, car hire, track access rights, transloading, crewing services, traction service (or hook and pull service that requires the Company to provide locomotives and drivers to move a customer's train between specified origin and destination points), and other ancillary revenues related to the movement of freight. Freight-related revenues are recognized as services are performed or as contractual obligations are fulfilled. The Company generates all other revenues from third-party railcar and locomotive repairs, property rentals, railroad construction and other ancillary revenues not directly related to the movement of freight. All other revenues are recognized as services are performed or as contractual obligations are fulfilled. Certain of the countries in which the Company operates have a tax assessed by a governmental authority that is both imposed on and concurrent with a specific revenue-producing transaction between a seller and a customer. The Company records these taxes on a net basis. Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents. Materials and Supplies Materials and supplies consist primarily of purchased items for improvement and maintenance of road property and equipment and are stated at the lower of average cost or market. Materials and supplies are removed from inventory using the average cost method. Business Combinations The Company accounts for businesses it acquires using the acquisition method of accounting. Under this method, all acquisition-related costs are expensed as incurred. The Company records the underlying net assets at their respective acquisition-date fair values. As part of this process, the Company identifies and attributes values and estimated lives to property and equipment and intangible assets acquired. These determinations involve significant estimates and assumptions, including those with respect to future cash flows, discount rates and asset lives, and therefore require considerable judgment. These determinations affect the amount of depreciation and amortization expense recognized in future periods. The results of operations of acquired businesses are included in the consolidated statements of operations beginning on the respective business's acquisition date. Property and Equipment Property and equipment are recorded at cost. Major renewals or improvements to property and equipment are capitalized, while routine maintenance and repairs are expensed when incurred. The Company incurs maintenance and repair expenses to keep its operations safe and fit for existing purpose. Major renewals or improvements to property and equipment, however, are undertaken to extend the useful life or increase the functionality of the asset, or both. Other than a de minimis threshold under which costs are expensed as incurred, the Company does not apply pre-defined capitalization thresholds when assessing spending for classification among capital or expense. Unlike the Class I railroads that operate over extensive contiguous rail networks, the Company's short line and regional railroads are generally geographically dispersed businesses that transport freight over relatively short distances. The Company's largest category of capital expenditures is for track line upgrades, expansion and replacement, where the Company utilizes both employees and professional contractors in completing these capital projects. Costs that are directly attributable to self-constructed assets (including overhead costs) are capitalized. Direct costs that are capitalized as part of self-constructed assets include materials, labor and equipment. Indirect costs are capitalized if they clearly relate to the construction of the asset. In addition, the Company generally does not incur significant rail grinding or ballast cleaning expenses. However, if and when such costs are incurred, they are expensed. The Company reviews its long-lived tangible assets for impairment whenever events and circumstances indicate that the carrying amounts of such assets may not be recoverable. When factors indicate that an asset or asset group may not be recoverable, the Company uses an estimate of the related undiscounted future cash flows over the remaining life of such asset or asset group in measuring whether or not impairment has occurred. If impairment is identified, a loss would be reported to the extent that the carrying value of the related assets exceeds the fair value less the cost to sell those assets as determined by valuation techniques applicable in the circumstances. Losses from impairment of assets are charged to net (gain)/loss on sale and impairment of assets within operating expenses. Gains or losses on sales, including sales of assets removed during track and equipment upgrade projects, or losses incurred through other dispositions, such as unanticipated retirement or destruction, are credited or charged to net (gain)/loss on sale and impairment of assets within operating expenses. Gains are recorded when realized if the sale value exceeds the remaining carrying value of the respective property and equipment. If the estimated salvage value is less than the remaining carrying value, the Company records the loss incurred equal to the respective asset's carrying value less salvage value. The Company recorded a $13.0 million non-cash charge related to the impairment of a now idle rolling-stock maintenance facility resulting from an iron ore customer in Australia entering voluntary administration. For additional information regarding this impairment, see Note 3 , Changes in Operations . There were no material losses incurred through other dispositions from unanticipated or unusual events for the years ended December 31, 2015 or 2014 . Grants from Outside Parties Grants from outside parties are recorded as deferred revenue within deferred items - grants from outside parties, and are amortized as a reduction to depreciation expense over the same period during which the associated assets are depreciated. Goodwill and Indefinite-Lived Intangible Assets The Company reviews the carrying values of goodwill and identifiable intangible assets with indefinite lives at least annually to assess impairment since these assets are not amortized. The Company performs its annual impairment assessment as of November 30 of each year. Additionally, the Company reviews the carrying value of goodwill and any indefinite-lived intangible assets whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. In conjunction with the Company's annual impairment assessment of goodwill combined with previously discussed efforts to address challenges with the Company's European intermodal business, ERS Railways B.V. (ERS), the Company recorded an impairment of goodwill of $14.5 million for the year ended December 31, 2016 . See Note 3 , Changes in Operations , for additional information regarding ERS. No impairment was recognized for the years ended December 31, 2015 and 2014 , as a result of our annual impairment assessment. For goodwill, a two-step impairment model is used. The first step compares the fair value of a respective reporting unit with its carrying amount, including goodwill. The second step measures the goodwill impairment loss as the excess of recorded goodwill over its implied fair value. For indefinite-lived intangible assets, if the carrying amount of the asset exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess. The determination of fair value involves significant management judgment including assumptions about operating results, business plans, income projections, anticipated future cash flows and market data. Impairment losses are expensed when incurred and are charged to net loss/(gain) on sale and impairment of assets within operating expenses. Amortizable Intangible Assets The Company performs an impairment test on amortizable intangible assets when specific impairment indicators are present. The Company has amortizable intangible assets valued primarily as operational network rights, customer contracts and relationships and track access agreements. These intangible assets are generally amortized on a straight-line basis over the expected economic longevity of the facility served, the customer relationship, or the length of the contract or agreement including expected renewals. In conjunction with the Company's annual impairment assessment of goodwill combined with previously disclosed efforts to address challenges with ERS, the Company recorded an impairment of a customer-related intangible asset of $4.1 million for the year ended December 31, 2016 . See Note 3 , Changes in Operations , for additional information regarding ERS. Derailment and Property Damages, Personal Injuries and Third-Party Claims The Company maintains global liability and property insurance coverage to mitigate the financial risk of providing rail and rail-related services. The Company's liability policies cover railroad employee injuries, personal injuries associated with grade crossing accidents and other third-party claims associated with the Company's operations. Damages associated with sudden releases of hazardous materials, including hazardous commodities transported by rail, and expenses related to evacuation as a result of a railroad accident are also covered under the liability policies. The Company's liability policies currently have self-insured retentions of up to $2.5 million per occurrence. The Company's property policies cover property and equipment that the Company owns, as well as property in the Company's care, custody and control. The Company's property policies currently have various self-insured retentions, which vary based on the type and location of the incident, that are currently up to $2.5 million per occurrence. The property policies also provide business interruption insurance arising from covered events. The self-insured retentions under the policies may change with each annual insurance renewal depending on the Company's loss history, the size and make-up of the Company and general insurance market conditions. The Company also maintains ancillary insurance coverage for other risks associated with rail and rail-related services, including insurance for employment practices, directors' and officers' liability, workers' compensation, pollution, auto claims, crime and road haulage liability, among others. Accruals for claims are recorded in the period when such claims are determined to be probable and estimable. These estimates are updated in future periods as information develops. Defined Benefit Plans The Company sponsors certain defined benefit plans covering eligible employees. The Company engages independent actuaries to compute amounts of liabilities and expenses related to these plans subject to the assumptions that the Company determines are appropriate based on historical trends, current market rates and future projections. These assumptions include, but are not limited to, the selection of a discount rate, expected long-term rate of return on plan assets, rate of future compensation increases, inflation volatility and mortality. See Note 11 . U.K. Pension Plan , and Note 12 . Other Employee Benefit Programs , for additional information regarding these plans. Income Taxes The Company files a consolidated United States federal income tax return, which includes all of its United States subsidiaries. Each of the Company's foreign subsidiaries files appropriate income tax returns in each of its respective countries. The provision for, or benefit from, income taxes includes deferred taxes resulting from temporary differences using a balance sheet approach. Such temporary differences result primarily from differences in the carrying value of assets and liabilities for financial reporting and tax purposes. Future realization of deferred income tax assets is dependent upon the Company's ability to generate sufficient taxable income. The Company evaluates on a quarterly basis whether, based on all available evidence, the deferred income tax assets will be realizable. Valuation allowances are established when it is estimated that it is more likely than not that the tax benefit of a deferred tax asset will not be realized. No provision is made for the United States income taxes applicable to the undistributed earnings of foreign subsidiaries as it is the intention of management to fully utilize those earnings in the operations of foreign subsidiaries. If the earnings were to be distributed in the future, those distributions may be subject to United States income taxes (appropriately reduced by available foreign tax credits) and withholding taxes payable to various foreign countries, however, the amount of the tax and credits is not practicable to determine . The amount of undistributed earnings of the Company's foreign subsidiaries as of December 31, 2016 was $267.1 million . Stock-Based Compensation The Compensation Committee of the Company's Board of Directors (Compensation Committee) has discretion to determine grantees, grant dates, amounts of grants, vesting and expiration dates for stock-based compensation awarded to the Company's employees under the Company's Third Amended and Restated 2004 Omnibus Incentive Plan (the Omnibus Plan). The Omnibus Plan permits the issuance of stock options, restricted stock, restricted stock units and any other form of award established by the Compensation Committee, in each case consistent with the Omnibus Plan's purpose. Under the terms of the awards, equity grants for employees generally vest over three years and equity grants for directors vest over their respective remaining terms as directors. The grant date fair value of non-vested shares, less estimated forfeitures, is recorded to compensation expense on a straight-line basis over the vesting period. The fair value of each option grant is estimated on the date of grant using the Black-Scholes pricing model and compensation expense is recorded over the requisite service period on a straight-line basis. Two assumptions in the Black-Scholes pricing model require management judgment: the life of the option and the volatility of the stock price over the life of the option. The assumption for the life of the option is based on historical experience and is estimated for each grant. The assumption for the volatility of the stock is based on a combination of historical and implied volatility. The fair value of the Company's restricted stock, restricted stock units and the 2016 performance-based restricted stock units is based on the closing market price of the Company's Class A Common Stock on the date of grant. The grant date fair value of 2015 and 2014 performance-based restricted stock units is estimated on the date of grant using the Monte Carlo simulation model and straight-line amortization of compensation expense is recorded over the requisite service period of the grant. Three assumptions in the Monte Carlo simulation model require management judgment: volatility of the Company's Class A Common Stock, volatility of the stock of the members of the two peer groups and the correlation coefficients between the Company's stock price and the stock price of the peer groups. Volatility is based on a combination of historical and implied volatility. The correlation coefficients are calculated based upon the historical price data used to calculate the volatilities. 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. Foreign Currency The financial statements of the Company's foreign subsidiaries are 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 statement of operations, at the average rate for the period. Currency translation adjustments are reflected within the equity section of the balance sheet and are included in other comprehensive income/(loss). Upon complete or substantially complete liquidation of the underlying investment in the foreign subsidiary, cumulative translation adjustments are recognized in the consolidated statements of operations. Management Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to use judgment and to make estimates and assumptions that affect business combinations, reported assets, liabilities, revenues and expenses during the reporting period. Significant estimates using management judgment are made in the areas of recoverability and useful life of assets, as well as liabilities for casualty claims and income taxes. Actual results could differ from those estimates. Risks and Uncertainties Slower growth, an economic recession, significant changes in commodity prices or regulation that affects the countries where the Company operates or their imports and exports could negatively impact the Company's business. The Company is required to assess for potential impairment of non-current assets whenever events or changes in circumstances, including economic circumstances, indicate that the respective asset's carrying amount may not be recoverable. A decline in current macroeconomic or financial conditions could have a material adverse effect on the Company's results of operations, financial condition and liquidity. |
Changes in Operations
Changes in Operations | 12 Months Ended |
Dec. 31, 2016 | |
Significant Changes in Operations [Abstract] | |
Changes in Operations | CHANGES IN OPERATIONS: North American Operations Providence and Worcester Railroad Company: On November 1, 2016 , the Company completed the acquisition of 100% of the outstanding common stock of Providence and Worcester Railroad Company (P&W) for $25.00 per share, or $126.2 million . The Company funded the acquisition with borrowings under the Company's Second Amended and Restated Senior Secured Syndicated Credit Facility Agreement, as amended (the Credit Agreement) (see Note 8 , Long-Term Debt ). The results of operations from P&W have been included in the Company's consolidated statement of operations since the acquisition date within the Company's North American Operations segment. P&W contributed $5.2 million of total revenues and an operating loss of $0.3 million to the Company's consolidated results since the November 1, 2016 acquisition date. The Company incurred $2.0 million of acquisition-related costs associated with P&W during the year ended December 31, 2016 , which were included within other expenses in the Company's consolidated statement of operations. P&W is headquartered in Worcester, Massachusetts, and operates in Rhode Island, Massachusetts, Connecticut and New York. P&W is contiguous with the Company’s New England Central Railroad (NECR) and Connecticut Southern Railroad (CSO). Rail service is provided by approximately 140 P&W employees with 32 locomotives across 163 miles of owned track and over approximately 350 track miles under track access agreements. P&W has exclusive freight access over Amtrak’s Northeast Corridor between New Haven, Connecticut, and Providence, Rhode Island, and track rights over Metro-North Commuter Railroad, Amtrak and CSX Corp. between New Haven, Connecticut, and Queens, New York. P&W interchanges with the Company’s NECR and CSO railroads, as well as with CSX, Norfolk Southern, Pan Am Railways, Pan Am Southern, the Housatonic Railroad and the New York and Atlantic Railroad, and also connects to Canadian National and Canadian Pacific via NECR. P&W serves a diverse mix of aggregates, auto, chemicals, metals and lumber customers in southeastern New England, handling approximately 44,000 carloads and intermodal units annually. In addition, P&W provides rail service to three ports (Providence, Davisville and New Haven) and to a U.S. Customs bonded intermodal terminal in Worcester, Massachusetts, that receives inbound intermodal containers for distribution in New England. 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 P&W 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 acquisition-date fair values is subject to completion of an assessment of the acquisition-date fair values of acquired assets and liabilities. The following preliminary acquisition-date fair values were assigned to the acquired net assets (dollars in thousands): Amount Cash and cash equivalents $ 1,529 Accounts receivable 4,011 Materials and supplies 1,048 Prepaid expenses and other 648 Property and equipment 127,020 Goodwill 26,969 Total Assets 161,225 Accounts payable and accrued expenses 8,505 Deferred income tax liabilities, net 26,569 Net assets $ 126,151 The Company assigned $27.0 million to goodwill in its preliminary allocation. The goodwill will not be deductible for tax purposes. 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 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. Pinsly contributed $14.5 million of total revenues and $2.6 million of operating income to the Company's consolidated results during the year ended December 31, 2015. Rapid City, Pierre & Eastern Railroad, Inc.: On May 30, 2014 , the Company's 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 statement of operations since the acquisition date within the Company's North American Operations segment. RCP&E contributed $69.9 million of total revenues and $17.2 million of operating income to the Company's consolidated results during the year ended December 31, 2014. Australian Operations Glencore Rail (NSW) Pty Limited: On December 1, 2016 , a subsidiary of Genesee & Wyoming Inc. (the Company, G&W) completed the acquisition of Glencore Rail (NSW) Pty Limited (GRail) for A$1.14 billion (or approximately $844.9 million at an exchange rate of $0.74 for one Australian dollar) and concurrently issued a 48.9% equity stake in G&W Australia Holdings LP (GWAHLP) (collectively, the Australia Partnership), which is the holding entity for all of the Company’s Australian businesses, including GRail, to Macquarie Infrastructure and Real Assets (MIRA), a large private-equity infrastructure investment firm. The Company, through wholly-owned subsidiaries, retained a 51.1% ownership in GWAHLP, of which, 50.6% is owned via a limited partner and 0.5% is owned via a general partner. The 48.9% is owned by entities controlled by MIRA, of which, 48.4% is owned via a limited partner and 0.5% is owned by a general partner (collectively, the Australia Partnership Transaction). As the Company maintained control of its Australian Operations, it will continue to consolidate 100% of the Company's Australian Operations in its financial statements and report a noncontrolling interest for MIRA’s 48.9% equity ownership. The Company established the noncontrolling interest for MIRA's 48.9% equity stake in the carrying value of the net assets of the Australia Partnership at A$383.4 million (or $284.1 million at the exchange rate on December 1, 2016 ), which was recorded in the Company's balance sheet. As the fair value of the MIRA's equity contribution was A$405.4 million (or $300.4 million at the exchange rate on December 1, 2016 ), the difference of A$22.0 million (or $16.3 million at the exchange rate on December 1, 2016 ) was recorded as an increase to additional paid-in capital. The Company also reclassified $34.6 million from accumulated other comprehensive loss to additional paid-in capital as a result of the issuance of the noncontrolling interest. The acquisition of GRail was funded through a combination of third-party debt and contributions from G&W and MIRA in the form of equity and partner loans. The Company and MIRA contributed a combined A$1.3 billion in the form of cash, partner loans and contributed equity, and the Company's recently established subsidiary, GWI Acquisitions Pty Ltd (GWIA), entered into a five -year A$690 million senior secured term loan facility that is non-recourse to the Company and to MIRA. The proceeds were used to acquire GRail for A$1.14 billion , repay Genesee & Wyoming Australia’s (GWA) existing A$250 million term loan (under the Company’s credit facility) and pay an estimated A$18.5 million in debt issuance costs and A$13.2 million of acquisition-related costs (collectively the GRail Transactions). The foreign exchange rate used to translate the transaction amounts to United States dollars (USD) was $0.74 for one Australian dollar (AUD). The sources and uses to accomplish the GRail Transactions were as follows (amounts in millions): Sources AUD USD Uses AUD USD New Australian term loan A$ 690.0 $ 511.4 GRail purchase A$ 1,140.0 $ 844.9 MIRA 643.5 476.9 Repay GWA term loan 250.0 185.3 GWA (equity contribution) 597.5 442.8 GWA (equity contributed) 597.5 442.8 G&W 88.2 65.3 Transaction costs 31.7 23.4 Total sources A$ 2,019.2 $ 1,496.4 Total uses A$ 2,019.2 $ 1,496.4 GRail’s coal haulage business was established in 2010 as an alternative rail service provider to the incumbent railroads in the Hunter Valley and has grown to be the third largest coal haulage business in Australia. The Company’s Freightliner Australia subsidiary (acquired by the Company in March 2015) has been the rail operator of GRail since inception and presently provides haulage and logistics services for approximately 40 million tonnes per year of steam coal that is among the lowest cost and highest quality coal in the world sold principally to customers in Japan, Korea and Taiwan. These services have continued following the GRail transaction. In conjunction with the GRail acquisition, the Company entered into a 20 -year rail haulage contract with the seller, Glencore Coal Pty Limited (GC), to exclusively haul all coal produced at GC’s existing mines in the Hunter Valley to the Port of Newcastle. The contract has minimum guaranteed volumes over the first 18 years . The GRail transaction includes the acquisition of nine train sets ( 30 locomotives and 894 railcars). Rail haulage service is operated on government-owned, open-access track that is coordinated by a neutral third party. Track access fees will continue to be paid directly by GC. The results of operations from GRail have been included in the Company's consolidated statement of operations since the December 1, 2016 acquisition date within the Company's Australian Operations segment. GRail contributed $7.0 million of net revenues and a $1.1 million net operating loss to the Company's consolidated results since the December 1, 2016 acquisition date. The Company incurred $16.3 million of acquisition-related costs associated with GRail during the year ended December 31, 2016, which were included within other expenses in the Company's consolidated statement of operations. The Company paid GC, the seller of GRail, A$1.14 billion in cash at closing and recorded an A$4 million receivable from the seller for the estimated working capital adjustment. 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 GRail 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 acquisition-date 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 balance sheet to United States dollars was $0.74 for one Australian dollar, the exchange rate on December 1, 2016. The following preliminary acquisition-date fair values were assigned to the acquired net assets (amounts in thousands): AUD USD Accounts receivable $ 1,556 $ 1,153 Materials and supplies 411 305 Property and equipment 279,592 207,206 Goodwill 415,959 308,267 Intangible assets 635,000 470,599 Total assets 1,332,518 987,530 Accounts payable and accrued expenses 5,771 4,277 Deferred income tax liabilities, net 190,551 141,217 Net assets $ 1,136,196 $ 842,036 The Company assigned A$635 million (or $470.6 million at the exchange rate on December 1, 2016) to an amortizable customer contract associated with the 20 -year take-or-pay rail haulage contract with GC. In addition, the Company assigned A$416 million (or $308.3 million at the exchange rate on December 1, 2016) to goodwill in its preliminary allocation. The goodwill will not be deductible for tax purposes. Arrium Limited: Between 2011 and 2014, GWA invested a total of $78 million to purchase locomotives and railcars, as well as to construct a standard gauge rolling-stock maintenance facility to support iron ore shipments from Arrium's Southern Iron mine and Whyalla-based operations, which include the Middleback Range iron ore mines and the Whyalla steelworks. Arrium mothballed its Southern Iron mine in April 2015, citing the significant decline in the price of iron ore, while the mines in the Middleback Range continued to operate. During 2015, GWA carried approximately 8,300 carloads of iron ore from the Southern Iron mine and, in total, generated approximately A$83 million in freight and freight-related revenues (or approximately $62 million , at the average exchange rate for the year ended December 31, 2015) under the fixed and variable payment structure that is customary in large contracts in Australia. On April 7, 2016, Arrium announced it had entered into voluntary administration. As a result, the Company recorded a $13.0 million non-cash charge related to the impairment of GWA's now idle rolling-stock maintenance facility, which was recorded to net loss/(gain) on sale and impairment of assets within operating expenses, which represented the entire carrying value of these assets, and an allowance for doubtful accounts charge of $8.1 million associated with accounts receivable from Arrium, which was recorded to other expenses within operating expense, during the three months ended March 31, 2016. Also, as a result of the voluntary administration, all payments to GWA associated with the Southern Iron rail haulage agreement have ceased. GWA is in the process of redeploying rolling-stock previously used to provide service under the Southern Iron rail haulage agreement to serve other customers. GWA continues to provide service and receive payments under the remaining rail haulage agreement to serve several iron ore mines in the Middleback Range and the Whyalla Steelworks operations, which the Company expects will represent A$40 million (or approximately $29 million at the exchange rate on December 31, 2016 ) of annual revenue prospectively. Pending the outcome of the voluntary administration process, GWA could lose some or all of the revenue associated with the remaining rail haulage agreement. In the event of an adverse determination regarding the viability of the Middleback Range or the Whyalla Steelworks operations, or a termination of the remaining rail haulage agreement, all or a portion of GWA's assets deployed to provide service under this agreement, which consist largely of narrow gauge locomotives and railcars, could be redeployed elsewhere in Australia. U.K./European Operations Pentalver Transport Limited: On December 12, 2016 , the Company's subsidiary, GWI UK Acquisition Company Limited, entered into an agreement with a subsidiary of APM Terminals (a subsidiary of A P Møller-Maersk A/S) to purchase all of the issued share capital of Pentalver Transport Limited (Pentalver) for approximately £87 million (or approximately $107 million at the exchange rate on December 31, 2016), subject to final working capital and other closing adjustments. The transaction is subject to satisfaction of customary closing conditions, including the receipt of competition clearances and the finalization of certain lease agreements, and is expected to close in the second quarter of 2017. Headquartered in Southampton, U.K., Pentalver operates off-dock container terminals (most under long-term lease) strategically placed at each of the four major seaports of Felixstowe, Southampton, London Gateway and Tilbury, as well as an inland terminal located at Cannock, in the U.K. Midlands, near many of the nation’s largest distribution centers. In addition to providing storage for loaded and empty containers on over 100 acres of land, Pentalver also operates a trucking haulage service with more than 150 trucks, primarily providing daily service between the seaports of Felixstowe and Southampton and its inland terminal at Cannock. Pentalver also provides services related to container maintenance and repair (including refrigerated containers) and is one of the largest sellers of new and used containers in the U.K. Pentalver’s operations are complementary to those of the company's Freightliner subsidiary, which is the largest provider of maritime container transportation by rail in the U.K. The logistics of maritime container transportation in the U.K. are highly competitive, whether by road, rail or short-sea, with a premium placed on timely, efficient and safe service. G&W expects that the Pentalver acquisition will enable G&W to (i) enhance its U.K. services by providing rail and road transportation solutions, as well as offering storage options at the ports and inland, and (ii) unlock efficiencies from shared services and enhanced asset utilization from Pentalver’s trucking fleet and Freightliner’s existing fleet of approximately 250 trucks that currently provide local collection and delivery haulage from Freightliner’s inland terminals. With approximately 600 employees, Pentalver will operate as part of the Company’s U.K./Europe Region. Continental Europe Intermodal Business: During 2016, the Company explored ways to enhance the long-term viability of ERS, the Continental Europe intermodal business Freightliner acquired from Maersk, which the Company acquired in 2015 with the Freightliner acquisition. Due to its limited history of profitability and competitive dynamics in the market in which it operates, the Company ascribed little value to it at the time of acquisition. Despite a significant and focused effort by the Company, the performance of ERS reached unsustainable levels during 2016. As such, a restructuring plan was initiated that includes the cessation of all "open" train services from the port of Rotterdam, the closing of the ERS offices in Rotterdam and Frankfurt and the closing of the ERS customer services function in Warsaw. The Company is evaluating opportunities to redistribute ERS’s leased locomotives and railcars, which have lease termination dates ranging from 2017 to 2021. These steps will enable the Company to focus on our core competence in the deep-sea intermodal sector. These proposed changes are subject to consultation processes with our employees or works councils in the relevant countries. The Company's subsidiary, Rotterdam Rail Feeding B.V., will continue its existing services and not be affected by the restructuring of ERS. As a result of the ERS restructuring plan, the Company recorded impairment and related charges of $21.5 million in December 2016. These charges primarily included $14.5 million for an impairment of goodwill and $4.1 million for an impairment of a customer-related intangible asset, which were both recorded to net loss/(gain) on sale and impairment of assets within operating expenses, which represented the entire carrying value of these assets. During 2017, the Company expects to recognize charges of approximately $3 - $4 million related to the restructuring of ERS. Restructuring of U.K. Coal Business: During 2016, due to a drastic decline in coal shipments, the Company implemented a restructuring of its U.K. coal business. The U.K. coal business, which the Company acquired as part of the Freightliner acquisition in 2015, is a relatively low-margin business, and the Company originally expected to cease coal shipments by 2022. The Company incurred charges related to the U.K. coal restructuring program of $14.7 million during the year ended December 31, 2016. These charges included $10.5 million associated with leased railcars that exceed the Company's expected ongoing needs and were permanently taken out of service, which was recorded to equipment rents within operating expenses, as well as $4.2 million of severance and related costs associated with restructuring the Company's workforce. 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 U.K., Poland, Germany, the Netherlands and Australia. Freightliner's principal business is located in the U.K., where it is the largest maritime intermodal operator and 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, at the time of acquisition, Freightliner's ERS subsidiary, based in Rotterdam, provided 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 transports coal and containerized agricultural products for its customers in New South Wales. As of the acquisition date, Freightliner employed approximately 2,500 people worldwide and had a fleet of primarily leased equipment of approximately 250 standard gauge locomotives, including approximately 45 electric locomotives, and 5,500 railcars. The Company funded the acquisition with borrowings under the Company's Second Amended and Restated Senior Secured Syndicated Credit Facility Agreement, as amended (the Credit Agreement) (see Note 8 , 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 exchange rate on March 25, 2015. 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 24,200 36,048 Total consideration £ 516,283 $ 769,054 As of March 25, 2015, the Company recorded a contingent liability within other long-term liabilities of £24.2 million (or $36.0 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. The fair value of the contingent liability has not materially changed since the March 25, 2015 acquisition date (see Note 10 , Fair Value of Financial Instruments ). The results of operations from Freightliner have been included in the Company's consolidated statements of operations since the March 25, 2015 acquisition date. 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. Freightliner contributed $531.3 million of total revenues and $33.4 million of operating income to the Company's consolidated results during the year ended December 31, 2015. The Company incurred $12.6 million of acquisition costs and $2.6 million of integration costs associated with Freightliner during the year ended December 31, 2015, 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 year ended December 31, 2015, which were entered into in contemplation of the Freightliner acquisition (see Note 9 , Derivative Financial Instruments ). Pro Forma Financial Results (Unaudited) The following table summarizes the Company's unaudited pro forma operating results for the years ended December 31, 2016 and 2015 as if the acquisition of Freightliner had been consummated as of January 1, 2014 and the GRail Transactions had been consummated as of January 1, 2015. As such, these results include pro forma results from Freightliner for the period from January 1, 2015 through March 24, 2015 and pro forma results from the GRail Transactions for the period from January 1, 2015 through November 30, 2016. 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 foreign currency or interest rate risk (dollars in thousands, except per share amounts): 2016 2015 Operating revenues $ 2,052,840 $ 2,203,822 Net income attributable to Genesee & Wyoming Inc. $ 136,559 $ 224,202 Basic earnings per common share $ 2.38 $ 3.95 Diluted earnings per common share $ 2.34 $ 3.88 The unaudited pro forma operating results for the year ended December 31, 2015, included the acquisition of GRail 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 Australian Credit Agreement, noncontrolling interest related to MIRA's 48.9% ownership and the elimination of Australia's interest expense related to debt under the Credit Agreement. Prior to the GRail acquisition, the Company's Australian subsidiary, Freightliner Australia Pty Ltd (FLA), provided rail operator services to GRail which has been eliminated in the pro forma financial results. Since the pro forma financial results assume the acquisition was consummated on January 1, 2015, the unaudited pro forma operating results for the year ended December 31, 2016 excluded $16.3 million ( $15.6 million , net of tax) of costs incurred by the Company related to the GRail Transactions. The unaudited pro forma results for the year ended December 31, 2015 included $17.6 million ( $16.9 million , net of tax) of costs incurred by the Company related to the GRail Transactions. The unaudited pro forma operating results for the year ended December 31, 2016 were based on the Company's consolidated statement of operations for the twelve months ended December 31, 2016 and GRail's historical operating results for the eleven months ended November 30, 2016. The foreign exchange rate used to translate GRail's 2016 historical operating results to United States dollars was $0.74 for one Australian dollar (which was calculated based on the weighted average monthly exchange rates for the eleven months of 2016). The unaudited pro forma operating results for the year ended December 31, 2015 were based on the Company's consolidated statement of operations and GRail's historical operating results for the twelve months ended December 31, 2015 . The foreign exchange rate used to translate GRail's 2015 historical operating results to United States dollars was $0.75 for one Australian dollar (which was calculated based on the weighted average monthly exchange rates for the twelve months of 2015). The unaudited pro forma operating results for the year ended December 31, 2015 included the acquisition of Freightliner adjusted, net of tax, for depreciation and amortization expense resulting from the determination of fair values of the acquired property and equipment and amortizable intangible asset, 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 year ended December 31, 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. 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 year ended December 31, 2015 were based upon the Company's consolidated statement of operations for the twelve months ended December 31, 2015 and Freightliner's historical operating results for the 12 weeks ended March 28, 2015, adjusted to remove the results 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 pro forma financial information does not purport to be indicative of the results that actually would have been obtained had the Freightliner acquisition been completed as of January 1, 2014 and had the GRail Transactions been completed as of January 1, 2015 and for the periods presented and are not intended to be a projection of future results or trends. |
Earnings Per Common Share
Earnings Per Common Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER COMMON SHARE: The following table sets forth the computation of basic and diluted earnings per share attributable to Genesee & Wyoming Inc. common stockholders (EPS) for the years ended December 31, 2016 , 2015 and 2014 (in thousands, except per share amounts): 2016 2015 2014 Numerators: Net income attributable to Genesee & Wyoming Inc. $ 141,137 $ 225,037 $ 260,755 Denominators: Weighted average Class A common shares outstanding -Basic 57,324 56,734 55,305 Weighted average Class B common shares outstanding 790 884 1,305 Dilutive effect of employee stock-based awards 142 230 362 Weighted average shares - Diluted 58,256 57,848 56,972 Earnings per common share attributable to Genesee & Wyoming Inc. common stockholders: Basic earnings per common share $ 2.46 $ 3.97 $ 4.71 Diluted earnings per common share $ 2.42 $ 3.89 $ 4.58 Weighted average Class B common shares outstanding and common shares issuable under the assumed exercise of stock-based awards computed based on the treasury stock method were the only reconciling items between the Company's basic and diluted weighted average shares outstanding. The total potential issuable common shares outstanding, which include options, restricted stock units and performance-based restricted stock units, used to calculate weighted average share equivalents for diluted EPS attributable to Genesee & Wyoming Inc. as of December 31, 2016 , 2015 and 2014 , was as follows (in thousands): 2016 2015 2014 Potential issuable common shares used to calculate weighted average share equivalents 1,477 1,280 1,063 The following total number of shares of Class A Common Stock issuable under the assumed exercises and lapse of stock-based awards computed based on the treasury stock method were excluded from the calculation of diluted EPS attributable to Genesee & Wyoming Inc., as the effect of including these shares would have been anti-dilutive (in thousands): 2016 2015 2014 Anti-dilutive shares 1,185 687 304 Common Stock The authorized capital stock of the Company consists of two classes of common stock designated as Class A Common Stock and Class B Common Stock. The holders of Class A Common Stock and Class B Common Stock are entitled to one vote and 10 votes per share, respectively. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder, subject to the provisions of the Class B Stockholders' Agreement dated as of May 20, 1996. In addition, pursuant to the Class B Stockholders' Agreement, certain transfers of the Class B Common Stock, including transfers to persons other than our executive officers, will result in automatic conversion of Class B Common Stock into shares of Class A Common Stock. Holders of Class A Common Stock and Class B Common Stock shall have identical rights in the event of liquidation. Dividends declared by the Company's Board of Directors are payable on the outstanding shares of Class A Common Stock or both Class A Common Stock and Class B Common Stock, as determined by the Board of Directors (the Board). If the Board declares a dividend on both classes of stock, then the holder of each share of Class A Common Stock is entitled to receive a dividend that is 10% more than the dividend declared on each share of Class B Common Stock. Stock dividends declared can only be paid in shares of Class A Common Stock. The Company currently intends to retain all earnings to support its operations and future growth and, therefore, does not anticipate the declaration or payment of cash dividends on its common stock in the foreseeable future. Offerings On December 13, 2016 , the Company completed a public offering of 4,000,000 shares of Class A common stock at $75.00 per share. The Company received net proceeds of $ 285.8 million after deducting underwriting discounts and commissions and offering expenses from the sale of its Class A common stock. The Company's basic shares outstanding for the year ended December 31, 2016 included weighted average shares of 131,148 as a result of the public offering of Class A common stock. The Company intends to use the net proceeds from the offering to partially fund the acquisition of Pentalver Transport Limited and to repay indebtedness. See Note 3 , Changes in Operations , for additional information regarding the Company's acquisition of Pentalver. On September 19, 2012, the Company completed a public offering of 2,300,000 Tangible Equity Units (TEUs), which included 300,000 TEUs issued as a result of the underwriters' exercise of their over-allotment option, with a stated amount of $100 per unit on September 19, 2012. Each TEU consisted of a prepaid stock purchase contract (Purchase Contract) and a senior amortizing note due October 1, 2015 (Amortizing Note) issued by the Company. On October 1, 2015, the Company settled the prepaid stock purchase contract component of the TEUs with the delivery of 3,539,240 shares of its Class A Common Stock. Accordingly, the 3,539,240 shares were included in the Company's weighted average Class A common shares outstanding - basic and diluted for the year ended December 31, 2015. The Company's basic and diluted EPS calculations for the year ended December 31, 2014 included 2,841,650 shares to reflect the weighted average shares issuable upon settlement of the prepaid stock purchase contract component of the TEUs. For purposes of determining the number of shares included in the calculation, the Company used the market price of its Class A Common Stock at the period end date. Share Repurchase On September 29, 2015, the Board authorized the repurchase of up to $300.0 million of the Company's Class A Common Stock, subject to certain limitations. See Note 8 , Long-Term Debt for additional information. Through December 31, 2016, the Company has not repurchased any shares of Class A Common Stock under this authorization. |
Accounts Receivable and Allowan
Accounts Receivable and Allowance for Doubtful Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Accounts Receivable, Net [Abstract] | |
Accounts Receivable and Allowance for Doubtful Accounts | ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS: Accounts receivable are recorded at the invoiced amount and generally do not bear interest. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses on existing accounts receivable. Management determines the allowance based on historical write-off experience within each of the Company's regions. Management reviews material past due balances on a monthly basis. Account balances are charged off against the allowance when management determines it is probable that the receivable will not be recovered. Accounts receivable consisted of the following at December 31, 2016 and 2015 (dollars in thousands): 2016 2015 Accounts receivable - trade $ 353,347 $ 339,100 Accounts receivable - grants from outside parties 10,652 22,997 Accounts receivable - insurance and other third-party claims 11,994 26,574 Total accounts receivable 375,993 388,671 Allowance for doubtful accounts (12,070 ) (6,213 ) Accounts receivable, net $ 363,923 $ 382,458 Included in accounts receivable, net as of December 31, 2016 was $12.0 million of GRail's and $6.8 million of P&W's accounts receivable at December 31, 2016 . Grants from Outside Parties The Company periodically receives grants for the upgrade and construction of rail lines and upgrades of locomotives from federal, provincial, state and local agencies in the United States 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 $36.1 million , $41.7 million and $28.0 million for the years ended December 31, 2016, 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 represents 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 defined in 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 years ended December 31, 2016, 2015 and 2014 (dollars in thousands): 2016 2015 2014 Amortization of deferred grants 13,465 10,691 10,364 Insurance and Third-Party Claims Accounts receivable from insurance and other third-party claims at December 31, 2016 included $5.5 million from the Company's North American Operations, $5.6 million from the Company's U.K./European Operations and $0.8 million from the Company's Australian Operations. The balance from the Company's North American Operations resulted predominately from the Company's anticipated insurance recoveries associated with a trestle fire in 2015 and a derailment in Alabama (the Aliceville Derailment) in November 2013. 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 $15.2 million , $10.4 million and $13.6 million for the years ended December 31, 2016, 2015 and 2014 , respectively. Allowance for Doubtful Accounts Activity in the Company's allowance for doubtful accounts for the years ended December 31, 2016 , 2015 and 2014 was as follows (dollars in thousands): 2016 2015 2014 Balance, beginning of year $ 6,213 $ 5,826 $ 3,755 Provisions 19,655 7,512 5,191 Charges (13,798 ) (7,125 ) (3,120 ) Balance, end of year $ 12,070 $ 6,213 $ 5,826 During the year ended December 31, 2016 , A$10.9 million (or $7.9 million at the exchange rate on December 31, 2016 ) of accounts receivable associated with an Australian iron ore customer that entered into voluntary administration in April 2016, was provisioned for and subsequently written off (see Note 3 , Changes in Operations for additional information). The Company's business is subject to credit risk. There is a risk that a customer or counterparty will fail to meet its obligations when due. Customers and counterparties who owe the Company money have defaulted and may continue to default on their obligations to the Company due to bankruptcy, lack of liquidity, operational failure or other reasons. For interline traffic, one railroad typically invoices a customer on behalf of all railroads participating in the route. The invoicing railroad then pays the other railroads their portion of the total amount invoiced on a monthly basis. When the Company is the invoicing railroad, it is exposed to customer credit risk for the total amount invoiced and is required to pay the other railroads participating in the route even if the Company is not paid by the customer. Although the Company has procedures for reviewing its receivables and credit exposures to specific customers and counterparties to address present credit concerns, default risk may arise from events or circumstances that are difficult to detect or foresee. Some of the Company's risk management methods depend upon the evaluation of information regarding markets, customers or other matters that are not publicly available or otherwise accessible by the Company and this information may not, in all cases, be accurate, complete, up-to-date or properly evaluated. As a result, unexpected credit exposures could adversely affect the Company's consolidated results of operations, financial condition and liquidity. |
Property and Equipment and Leas
Property and Equipment and Leases (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment, Net, Including and Excluding Capital Leased Asset [Abstract] | |
Property and Equipment and Leases | PROPERTY AND EQUIPMENT AND LEASES: Property and Equipment Major classifications of property and equipment as of December 31, 2016 and 2015 were as follows (dollars in thousands): 2016 Gross Book Value Accumulated Depreciation Net Book Value Property: Land and land improvements $ 735,054 $ — $ 735,054 Buildings and leasehold improvements 214,980 (43,431 ) 171,549 Bridges/tunnels/culverts 692,324 (103,521 ) 588,803 Track property 2,639,961 (477,366 ) 2,162,595 Total property 4,282,319 (624,318 ) 3,658,001 Equipment: Computer equipment 20,449 (14,927 ) 5,522 Locomotives and railcars 893,911 (217,704 ) 676,207 Vehicles and mobile equipment 72,388 (41,257 ) 31,131 Signals and crossing equipment 72,210 (37,632 ) 34,578 Track equipment 48,931 (15,663 ) 33,268 Other equipment 57,547 (24,845 ) 32,702 Total equipment 1,165,436 (352,028 ) 813,408 Construction-in-process 31,910 — 31,910 Total property and equipment $ 5,479,665 $ (976,346 ) $ 4,503,319 2015 Gross Book Value Accumulated Depreciation Net Book Value Property: Land and land improvements $ 648,498 $ — $ 648,498 Buildings and leasehold improvements 238,272 (32,624 ) 205,648 Bridges/tunnels/culverts 662,287 (85,040 ) 577,247 Track property 2,508,100 (403,778 ) 2,104,322 Total property 4,057,157 (521,442 ) 3,535,715 Equipment: Computer equipment 18,633 (11,709 ) 6,924 Locomotives and railcars 653,077 (173,214 ) 479,863 Vehicles and mobile equipment 65,241 (34,656 ) 30,585 Signals and crossing equipment 69,315 (30,754 ) 38,561 Track equipment 28,440 (11,628 ) 16,812 Other equipment 73,405 (13,846 ) 59,559 Total equipment 908,111 (275,807 ) 632,304 Construction-in-process 47,044 — 47,044 Total property and equipment $ 5,012,312 $ (797,249 ) $ 4,215,063 Construction-in-process consisted primarily of costs associated with equipment purchases and track and equipment upgrades. Major classifications of construction-in-process as of December 31, 2016 and 2015 were as follows (dollars in thousands): 2016 2015 Property: Buildings and leasehold improvements $ 85 $ 2,097 Bridges/tunnels/culverts 1,600 39 Track property 12,302 24,962 Equipment: Locomotives and railcars 11,786 12,875 Other equipment 6,137 7,071 Total construction-in-process $ 31,910 $ 47,044 Track property upgrades typically involve the substantial replacement of rail, ties and/or other track material. Locomotive upgrades generally consist of major mechanical enhancements to the Company's existing locomotive fleet. Upgrades to the Company's railcars typically include rebuilding of car body structures and/or converting to an alternative type of railcar. The Company depreciates its property and equipment using the straight-line method over the useful lives of the property and equipment. The following table sets forth the estimated useful lives of the Company's major classes of property and equipment: Estimated Useful Life (in Years) Minimum Maximum Property: Buildings and leasehold improvements (subject to term of lease) 2 40 Bridges/tunnels/culverts 20 50 Track property 3 50 Equipment: Computer equipment 2 10 Locomotives and railcars 2 30 Vehicles and mobile equipment 2 15 Signals and crossing equipment 2 20 Track equipment 2 20 Other equipment 2 20 Depreciation expense for the years ended December 31, 2016 , 2015 and 2014 totaled $172.3 million , $159.1 million and $135.0 million , respectively. The Company's Credit Agreement is collateralized by a substantial portion of the Company's real and personal property assets of its domestic subsidiaries that have guaranteed the United States obligations under the Credit Agreement and a substantial portion of the personal property assets of its foreign subsidiaries that have guaranteed the foreign obligations under the Credit Agreement. See Note 8 , Long-Term Debt , for more information on the Company's Credit Agreement. Leases The Company enters into operating leases for railcars, locomotives and other equipment as well as real property. The Company also enters into agreements with other railroads and other third parties to operate over certain sections of their track and pays a per car fee to use the track or makes an annual lease payment. The costs associated with operating leases are expensed as incurred and are not included in the property and equipment table above. The number of railcars and locomotives leased by the Company as of December 31, 2016 , 2015 and 2014 was as follows: 2016 2015 2014 Railcars 20,738 21,819 18,583 Locomotives 309 333 162 The Company's operating lease expense for equipment and real property leases and expense for the use of other railroad and other third parties' track for the years ended December 31, 2016 , 2015 and 2014 was as follows (dollars in thousands): 2016 2015 2014 Equipment $ 91,537 $ 91,919 $ 32,433 Real property $ 14,291 $ 12,136 $ 8,670 Trackage rights $ 87,194 $ 78,140 $ 53,783 For the year ended December 31, 2016 , the Company incurred $10.5 million of charges associated with leased coal railcars in the U.K. that exceed the Company's expected ongoing needs and are therefore considered permanently taken out of service. See Note 3 , Changes in Operations , for additional information regarding the U.K. coal business. The Company is a party to several lease agreements with Class I carriers and other third parties to operate over various rail lines in North America, with varied expirations. Certain of these lease agreements have annual lease payments, which are included in the operating lease section of the schedule of future minimum lease payments shown below as well as the trackage rights expense in the table above. Revenues from railroads that the Company leases from Class I carriers and other third parties accounted for approximately 7.5% of the Company's 2016 total operating revenues. Leases from Class I railroads and other third parties that are subject to expiration in each of the next 10 years represent less than 2% of the Company's annual revenues in the year of expiration based on the Company's operating revenues for the year ended December 31, 2016 . For example, the Company's revenues associated with leases from Class I railroads and other third parties subject to expiration in each of the next five years ( 2017 - 2021 ) would represent approximately 1.1% , 1.4% , 0.0% , 0.0% and 0.6% of the Company's operating revenues in each of those years, respectively, based on the Company's operating revenues for the year ended December 31, 2016 . The Company's capital leased assets primarily consist of locomotives and railcars. The amortization of capital leased assets is included within the Company's depreciation expense. The following is a summary of future minimum lease payments under capital leases and operating leases as of December 31, 2016 (dollars in thousands): Capital Operating Total 2017 $ 17,438 $ 84,266 $ 101,704 2018 8,861 68,261 77,122 2019 8,388 51,618 60,006 2020 14,614 42,246 56,860 2021 6,677 33,100 39,777 Thereafter 30,417 266,358 296,775 Total minimum payments $ 86,395 $ 545,849 $ 632,244 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Other Assets and Goodwill | INTANGIBLE ASSETS AND GOODWILL: Intangible Assets Intangible assets as of December 31, 2016 and 2015 were as follows (dollars in thousands): 2016 Weighted Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Intangible assets: Amortizable intangible assets: Operational network rights $ 399,751 $ (7,050 ) $ 392,701 100 Track access agreements 416,878 (72,442 ) 344,436 43 Customer contracts and relationships 750,057 (63,520 ) 686,537 24 Trade names/trademarks 11,888 (524 ) 11,364 40 Favorable operating leases 2,210 (869 ) 1,341 5 Total amortizable intangible assets $ 1,580,784 $ (144,405 ) $ 1,436,379 48 Non-amortizable intangible assets: Perpetual track access agreements 35,891 Operating license 106 Total intangible assets, net $ 1,472,376 2015 Weighted Gross Accumulated Intangible Assets, Net Intangible assets: Amortizable intangible assets: Operational network rights $ 477,706 $ (3,693 ) $ 474,013 100 Track access agreements 415,348 (57,751 ) 357,597 43 Customer contracts and relationships 297,519 (51,618 ) 245,901 30 Trade names/trademarks 13,327 (268 ) 13,059 40 Favorable operating leases 2,972 (590 ) 2,382 5 Total amortizable intangible assets $ 1,206,872 $ (113,920 ) $ 1,092,952 62 Non-amortizable intangible assets: Perpetual track access agreements 35,891 Operating license 109 Total intangible assets, net $ 1,128,952 The Company expenses costs incurred to renew or extend the term of its track access agreements. During the year ended December 31, 2016, the Company recorded an impairment charge of $4.1 million related to a customer relationship intangible asset at ERS. See Note 3 , Changes in Operations , for additional information regarding ERS. In the purchase price allocation of GRail, the Company assigned a preliminary fair value of $470.6 million to customer contracts and relationships. See Note 3 , Changes in Operations , for additional information on the GRail acquisition. The perpetual track access agreements on one of the Company's railroads have been determined to have an indefinite useful life and, therefore, are not subject to amortization. For the years ended December 31, 2016 , 2015 and 2014 , the aggregate amortization expense associated with intangible assets was $32.9 million , $29.4 million and $22.0 million , respectively. The Company estimates the future aggregate amortization expense related to its intangible assets as of December 31, 2016 will be as follows for the periods presented (dollars in thousands): Amount 2017 $ 52,392 2018 50,963 2019 46,463 2020 46,263 2021 46,184 Thereafter 1,194,114 Total $ 1,436,379 Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 were as follows (dollars in thousands): December 31, 2016 North American Operations Australian Operations U.K./European Operations Total Operations Balance at beginning of period $ 605,234 $ 39,312 $ 182,029 $ 826,575 Goodwill acquired 26,969 308,267 — 335,236 Acquisition accounting adjustments 176 168 9,736 10,080 Goodwill impairment — — (14,482 ) (14,482 ) Currency translation adjustment 558 (7,882 ) (24,489 ) (31,813 ) Balance at end of period $ 632,937 $ 339,865 $ 152,794 $ 1,125,596 December 31, 2015 North American Operations Australian Operations U.K./European Operations Total Operations Balance at beginning of period $ 615,403 $ — $ 13,412 $ 628,815 Goodwill acquired 920 42,312 172,821 216,053 Acquisition accounting adjustments (6,895 ) — — (6,895 ) Currency translation adjustment (4,194 ) (3,000 ) (4,204 ) (11,398 ) Balance at end of period $ 605,234 $ 39,312 $ 182,029 $ 826,575 The acquired goodwill for the year ended December 31, 2016 was related to the acquisitions of P&W in our North American Operations and GRail in our Australian Operations. The acquired goodwill for the year ended December 31, 2015 was related to the acquisitions of Pinsly in our North American Operations and Freightliner in our Australian and U.K./European Operations. See Note 3 , Changes in Operations , for additional information regarding the P&W and GRail acquisitions. The goodwill impairment recorded in 2016 resulted from the write-off of goodwill ascribed to the Company's ERS business within its U.K./European Operations segment. See Note 3 , Changes in Operations , for additional information regarding ERS. |
Long-term Debt (Notes)
Long-term Debt (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Long-term Debt, Unclassified [Abstract] | |
Long-term Debt | LONG-TERM DEBT: Long-term debt consisted of the following as of December 31, 2016 and 2015 (dollars in thousands): 2016 2015 Credit Agreement with variable interest rates (weighted average of 2.71% and 2.60% before impact of interest rate swaps at December 31, 2016 and 2015, respectively) due 2020 $ 1,630,406 $ 2,177,724 Australian Credit Agreement with variable interest rates (weighted average of 4.64% before impact of interest rate swaps at December 31, 2016) due 2021 498,801 — Partner Loan Agreement (6.51% interest rate at December 31, 2016) due 2026 172,154 — Other debt and capital leases 91,278 127,535 Less: Unamortized debt issuance costs long-term (33,186 ) (23,508 ) Long-term debt 2,359,453 2,281,751 Less: current portion, net of unamortized debt issuance costs 52,538 75,966 Long-term debt, less current portion $ 2,306,915 $ 2,205,785 On January 1, 2016, the Company adopted the FASB's ASU 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. The Company applied this guidance to all of its outstanding debt issuance costs retrospectively to all periods presented. The December 31, 2015 consolidated balance sheet and related disclosures were adjusted to reflect the reclassification of $23.5 million of debt issuance costs from other assets to a reduction in current portion of long-term debt of $6.0 million and a reduction in long-term debt, less current portion, of $17.5 million . There was no other impact on the consolidated financial statements from the adoption of this guidance. Credit Agreement In anticipation of its acquisition of Freightliner, the Company entered into the Second Amended and Restated Senior Secured Syndicated Facility Agreement (the Credit Agreement) on March 20, 2015. At closing, the credit facilities under the Credit Agreement were 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 stated maturity date of each of the Company's credit facilities under the Credit Agreement is March 31, 2020 . On October 20, 2016, the Company entered into Amendment No. 2 to the Credit Agreement (Amendment No. 2). Amendment No. 2 permitted, among other things, the Company to enter into the Australia Partnership Transaction and the GRail Transactions (collectively, the Australian Reorganization). Amendment No. 2 also permitted the repayment in full and termination of the obligations of the Australia Partnership and its subsidiaries (the Australian Loan Parties) under the Credit Agreement (the Australian Refinancing). Following the Australian Refinancing and Australian Reorganization, the Australian Loan Parties became unrestricted subsidiaries under, ceased to be party to and have no obligations under the Credit Agreement. In connection with the Australian Reorganization, the Company repaid in full the outstanding Australian term loan of A$250.0 million (or $185.3 million at the exchange rate on December 1, 2016 when the payment was made). During 2016, prior to repaying the loan, the Company made prepayments on its Australian term loan of A$35.6 million (or $26.6 million at the exchange rate on the dates the payments were made). The Company also made a scheduled quarterly principal payment of A$4.1 million (or $3.1 million at the exchange rate on the date the payment was made) on the Australian term loan. As a result of the Australian Reorganization, on December 1, 2016, the $625.0 million revolving credit facility under the Credit Agreement was reallocated and includes flexible sub-limits for revolving loans denominated in United States dollars, British pounds, Canadian dollars and Euros and provides for the ability to reallocate commitments among the sub-limits, provided that the total amount of all British pound, Canadian dollar, 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 under the Credit Agreement, interest on borrowings is calculated under a "Base Rate" or "LIBOR." The applicable borrowing spread for the Base Rate loans ranges from 0.0% to 1.0% depending upon the Company's total leverage ratio as defined in the Credit Agreement. The applicable borrowing spread for LIBOR Rate loans 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 ranges from 0.2% to 0.3% depending upon the Company's total leverage ratio as defined in the Credit Agreement. During the year ended December 31, 2016 , the Company made prepayments on its United States term loan of $317.1 million and U.K. term loan of £0.7 million (or $0.9 million at the exchange rate on the date the payment was made). The Company also made scheduled quarterly principal payments of $26.9 million on the United States term loan and £2.5 million (or $3.2 million at the exchange rate on the date the payments were made) on the U.K. term loan. The United States dollar-denominated and the British pound-denominated term loans began to amortize in quarterly installments during the three months ended September 30, 2016, with the remaining principal balance payable upon maturity, as set forth below (amounts in thousands): Quarterly Payment Date Principal Amount Due on Each Payment Date United States dollar: March 31, 2017 through June 30, 2018 $ 5,083 September 30, 2018 through December 31, 2019 $ 10,167 Maturity date - March 31, 2020 $ 1,336,500 British pound: March 31, 2017 through June 30, 2018 £ 1,271 September 30, 2018 through December 31, 2019 £ 2,542 Maturity date - March 31, 2020 £ 75,532 As of December 31, 2016 , the Company had the following outstanding term loans under its Credit Agreement (amounts in thousands, except percentages): Local Currency United States Dollar Equivalent Interest Rate United States dollar $ 1,428,000 $ 1,428,000 2.77 % British pound £ 98,410 $ 121,418 2.26 % The Company's availability to draw from the unused borrowing capacity is subject to covenant limitations as discussed below. As of December 31, 2016 , the Company had the following unused borrowing capacity under its revolving credit facility (amounts in thousands): 2016 Total available borrowing capacity $ 625,000 Outstanding revolving loans $ 80,988 Outstanding letter of credit guarantees $ 2,419 Unused borrowing capacity $ 541,593 As of December 31, 2016 , the Company had the following outstanding revolving loans under its revolving credit facility (amounts in thousands, except percentages): Local Currency United States Dollar Equivalent Interest Rate British pound (swingline loan) £ 1,000 $ 1,234 2.48 % British pound £ 37,000 $ 45,651 2.26 % Canadian dollar C$ 10,500 $ 7,821 2.93 % Euro € 24,900 $ 26,282 2.00 % 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. 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, other than its Australian 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. On September 30, 2015, the Company entered into Amendment No. 1 (Amendment No. 1) to the Credit Agreement. Amendment No. 1 added a senior secured leverage ratio covenant that requires the Company to comply with maximum ratios of senior secured indebtedness, subject, if applicable, to netting of certain cash and cash equivalents of the Company to earnings before interest, income taxes, depreciation and amortization (EBITDA), as defined in Amendment No. 1. In addition, Amendment No. 1 states that if a material acquisition occurs, the senior secured leverage ratio shall be tested at a level 0.50 higher than the applicable level for the quarter following the date of the material acquisition for the next four fiscal quarters, not to exceed 4.50 to 1.00 . As a result of the Australian Reorganization, the periods December 31, 2016 through September 30, 2017 have been adjusted to reflect this provision. The maximum senior secured leverage ratio for the applicable periods are set forth in the following table: Quarterly Periods Ending Maximum Senior Secured Leverage Ratio September 30, 2015 through June 30, 2016 4.50 to 1.00 September 30, 2016 4.25 to 1.00 December 31, 2016 through September 30, 2017 4.50 to 1.00 December 31, 2017 through March 31, 2018 3.75 to 1.00 June 30, 2018 through March 31, 2020 3.50 to 1.00 In addition, Amendment No. 1 established a maximum total leverage ratio covenant of 4.50 to 1.00 for the term of the Credit Agreement. If the Company’s total leverage ratio is greater than or equal to 4.00 to 1.00 , Amendment No. 1 further provides for a 1.25% and 2.25% margin for floating rate and offered rate loans, respectively, under the Credit Agreement, with the remaining total-leverage ratio-dependent applicable margins remaining unchanged. Amendment No. 1 also permits the Company, subject to certain limitations, to repurchase shares of the Company's Class A Common Stock with a value of up to $300.0 million during the period commencing on the date of Amendment No. 1 and ending on the maturity date under the Credit Agreement. The repurchases are subject to limitations requiring the Company’s total leverage ratio to not exceed 4.00 to 1.00 and the Company to maintain at least $150.0 million of cash and available revolving credit capacity (liquidity), in each case, on a pro forma basis. If the Company’s total leverage ratio after giving effect to such repurchases on a pro forma basis were less than 3.00 to 1.00 , then the applicable share repurchase limit and liquidity restrictions do not apply, but other restrictions and limitations may apply. Following the approval of Amendment No. 1 by the Board on September 29, 2015, the Board authorized the repurchase of up to $300.0 million of the Company's Class A Common Stock and appointed a special committee of the Board to review and approve repurchases proposed by management. The Company repurchased no shares of Class A Common Stock under this authorization during the years ended December 31, 2016 and 2015. As of December 31, 2016 , the Company was in compliance with the covenants under the Credit Agreement, as amended by Amendment No. 1 and Amendment No. 2 (the Amendments) , including the maximum senior secured leverage ratio covenant noted above. Australian Credit Facility In anticipation of the completion of the Australian Reorganization, the Company’s recently established subsidiary, GWI Acquisitions Pty Ltd (GWIA), entered into a syndicated facility agreement on November 28, 2016 (the Australian Credit Agreement) for A$690.0 million (or $511.4 million at the exchange rate on November 28, 2016) in senior secured term loan facilities and A$50.0 million (or $37.1 million at the exchange rate on November 28, 2016) in the form of a revolving credit facility. The term loan facilities are comprised of Tranche A1 amortizing term loan for A$130.0 million (or $96.3 million at the exchange rate on November 28, 2016) and Tranche A2 for A$560.0 million (or $415.0 million at the exchange rate on November 28, 2016), both repayable on the maturity date. The maturity date of the Australian Credit Agreement is December 1, 2021. The loan will begin to amortize in quarterly installments commencing with the quarter ending March 31, 2017, with the remaining principal balance payable upon maturity, as set forth below (amounts in thousands): Quarterly Periods Ending Principal Amount Due on Each Payment Date March 31, 2017 through December 31, 2017 A$ 4,500 March 31, 2018 through December 31, 2019 A$ 5,437 March 31, 2020 through December 31, 2021 A$ 8,563 Maturity date - December 1, 2021 A$ 560,000 The interest rate per annum applicable to the loans under the Australian Credit Agreement for a relevant interest period will be the sum of the applicable margin and the BBSY. BBSY is the Bank Bill Swap Bid Rate, which the Company believes is generally considered the Australian equivalent to LIBOR. The applicable margin for the loans under the Australian Credit Agreement will initially be (i) 2.70% per annum for Tranche A1 and the revolving credit facility and 2.80% per annum for Tranche A2. Following the delivery of GWIA’s first compliance certificate after the effective date in accordance with the terms of the Australian Credit Agreement, the applicable margin will range from 2.35% per annum to 3.65% per annum for Tranche A1 and the revolving credit facility and 2.45% per annum to 3.75% per annum for Tranche A2, depending upon the total leverage ratio of GWIA and the obligors under the agreement (GWA Group). The Australian Credit Agreement requires the GWA Group to comply with certain financial covenants including a debt service coverage ratio and leverage ratio. The financial covenants are calculated for a period of 12 months ending on the calculation date. The first calculation date will be June 30, 2017. For the purpose of calculating the financial covenants for a period of less than 12 months, certain adjustments will be made in accordance with the agreement. The debt service coverage ratio shall be equal to or greater than 1.20 to 1.00 . The maximum leverage ratio of net senior debt to EBITDA, as defined in the agreement, are set forth in the following table: Calculation date falling in the following period Leverage Ratio January 1, 2017 through December 31, 2017 5.25 to 1.00 January 1, 2018 through December 31, 2018 4.75 to 1.00 January 1, 2019 through December 31, 2020 4.50 to 1.00 January 1, 2021 through December 31, 2021 4.25 to 1.00 In addition to paying interest on outstanding principal under the Australian Credit Agreement, GWIA will be required to pay a commitment fee with respect to the unutilized portion of the commitments under the revolving credit facility. The commitment fee rate will initially be 45% of the applicable margin from time to time under the facility to which the unutilized portion of the commitments relate. GWIA will also pay customary letter of credit and agency fees. The Australian Credit Agreement also requires GWIA to maintain interest rate swap agreements so that until December 1, 2019, at least 75% of the aggregate debt under the term loan facilities is hedged against interest rate risk and after December 1, 2019, at least 50% of the aggregate debt under the term loan facilities is hedged against interest rate risk until at least September 1, 2021. For additional information regarding the Australian interest rate swaps, see Note 9 , Derivative Financial Instruments . GWIA's availability to draw from the unused borrowing capacity is subject to covenant limitations as discussed below. As of December 31, 2016 , GWIA had the following unused borrowing capacity under its revolving credit facility (amounts in thousands): 2016 Total available borrowing capacity A$ 50,000 Outstanding letter of credit guarantees A$ 3,137 Unused borrowing capacity A$ 46,863 In connection with the Australian Credit Agreement, GWIA and certain obligors (the Australia Guarantors), subject to certain exceptions and grace periods, have guaranteed and granted security interests over substantially all of their assets to guarantee and secure amounts borrowed under the credit agreement. Pursuant to the security documents, amounts borrowed under the Australian Credit Agreement, and any other amounts owing under the finance documents (including hedge agreements) are secured on a first priority basis by a perfected security interest over substantially all of the tangible and intangible assets (subject to certain exceptions) of GWIA and the Australia Guarantors, including the capital stock of each of GWIA’s direct and indirect wholly-owned material subsidiaries. The Australian Credit Agreement contains a number of customary affirmative and negative covenants that, among other things, limit or restrict the ability of GWIA and the Guarantors, 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; enter into sale and leaseback transactions; change the business conducted by GWIA and the Australia Guarantors; sell capital stock of certain Australia Guarantors; enter into certain agreements or make amendments to certain agreements; and engage in certain transactions with affiliates. The Australian Credit Agreement contains customary events of default which apply to GWIA and certain obligors, including nonpayment of principal, interest, fees or other amounts; violation of certain covenants (including the financial covenants); material inaccuracy of a representation or warranty when made; cross-default to other indebtedness; the occurrence of certain bankruptcy or insolvency events; material unsatisfied judgments; actual or asserted invalidity or the repudiation of any finance document in connection with the credit facilities; appropriation by a government agency of material business property of a Australia Guarantor; and the occurrence of certain events which would have a material adverse effect. Certain events of default are subject to customary remedy periods and the violation of certain financial covenants referred to above is subject to cure rights. Partner Loan Agreement On December 1, 2016, GWAHLP and MIRA entered into a Partner Loan Agreement with an A$238.0 million non-recourse subordinated partner loan from MIRA used to fund a portion of its contribution to the Australia Partnership to fund the acquisition of GRail (note the Company's subsidiary, GWI Holding B.V., has a matching partner loan for a portion of its contribution that is eliminated in consolidation). The Partner Loan Agreement is subordinated to the Australian Credit Agreement. The maturity date of the partner loan is November 1, 2026 . The interest on the Partner Loan Agreement is calculated using BBR plus a 4.5% margin for each six month period commencing initially on December 1, 2016, and ending on the first interest payment date on June 30, 2017. Subsequently, each six month period commences on an interest payment date and ends on the next interest payment date. BBR is the Bankers Buyers Rate, which the Company believes is generally considered analogous with BBSY. In addition to paying interest on the outstanding borrowings under the Partner Loan Agreement, the Australia Partnership is required to pay a commitment fee equal to 2.75% of the commitment. The commitment fee is payable annually in ten installments commencing on the first interest payment date. Non-Interest Bearing Loan In 2010, as part of the acquisition of FreightLink Pty Ltd, Asia Pacific Transport Pty Ltd and related corporate entities (FreightLink Acquisition), the Company assumed debt with a carrying value of A$1.8 million (or $1.7 million at the exchange rate on December 1, 2010), which represented the fair value of an A$50.0 million (or $48.2 million at the exchange rate on December 1, 2010) non-interest bearing loan due in 2054 . As of December 31, 2016 , the carrying value of the loan was A$2.9 million (or $2.1 million at the exchange rate on December 31, 2016 ) with a non-cash imputed interest rate of 8.0% . Schedule of Future Payments Including Capital Leases The following is a summary of the maturities of the Company's long-term debt, including capital leases, as of December 31, 2016 (dollars in thousands): Amount 2017 $ 61,080 2018 64,517 2019 77,324 2020 1,548,819 2021 443,956 Thereafter (1) 231,022 Total $ 2,426,718 (1) Includes the A$50.0 million (or $36.1 million at the exchange rate on December 31, 2016 ) non-interest bearing loan due in 2054 assumed in the FreightLink Acquisition with a carrying value of A$2.9 million (or $2.1 million at the exchange rate on December 31, 2016 ). Debt Issuance Costs Debt issuance costs as of December 31, 2016 and 2015 were as follows (dollars in thousands): 2016 2015 Debt issuance costs, gross $ 42,495 $ 28,248 Accumulated amortization (9,309 ) (4,740 ) Debt issuance costs, net $ 33,186 $ 23,508 Weighted average amortization period (in years) 3 4 For the years ended December 31, 2016 , 2015 and 2014 , the Company amortized $7.7 million , $7.6 million and $12.2 million , respectively, of unamortized debt issuance costs as an adjustment to interest expense. Unamortized debt issuance costs are amortized as an adjustment to interest expense over the terms of the related debt using the effective-interest method for the term debt and the straight-line method for the revolving credit facility portion of debt. The 2016 amortization amount included $1.3 million associated with the write-off of unamortized debt issuance costs as a result of the Amendment Agreement, and deferred $3.0 million of costs. In connection with the Australian Credit Agreement, the Company deferred A$19.8 million (or $14.7 million at the exchange on December 1, 2016) of costs. The 2015 amortization amount included $2.0 million associated with the write-off of unamortized debt issuance costs as a result of the March 2015 refinancing of the Company's credit agreement and deferred $5.8 million of costs. The 2014 amortization amount included $4.6 million associated with the write-off of unamortized debt issuance costs and deferred $3.7 million of costs as a result of the May 2014 refinancing of the Company's credit agreement. As of December 31, 2016 , the Company estimated the future interest expense related to amortization of its unamortized debt issuance costs will be as follows for the periods presented (dollars in thousands): Amount 2017 $ 8,957 2018 8,815 2019 8,638 2020 4,173 2021 2,603 Total $ 33,186 |
Derivative Financial Instrument
Derivative Financial Instruments (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instrument Detail [Abstract] | |
Derivative Financial Instruments | 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 financial 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. 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. 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, 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. In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging (Topic 815), Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships, which clarifies that a change in counterparty to a derivative contract in and of itself, does not require the dedesignation of a hedging relationship. ASU 2016-05 is effective for fiscal years beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted and entities have the option of adopting this guidance on a prospective basis to new derivative contracts or on a modified retrospective basis. The Company elected to early adopt ASU 2016-05 on July 1, 2016, on a prospective basis and there was no impact to the Company’s consolidated financial statements. 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 (amounts in thousands): Notional Amount Effective Date Expiration Date Date Amount Pay Fixed Rate Receive Variable Rate 9/30/2016 9/30/2026 9/30/2026 $ 100,000 2.76% 1-month LIBOR 9/30/2016 9/30/2026 9/30/2026 $ 100,000 2.74% 1-month LIBOR 9/30/2016 9/30/2026 9/30/2026 $ 100,000 2.73% 1-month LIBOR 12/1/2016 12/1/2021 12/1/2021 A$ 93,150 2.44% AUD-BBR 12/1/2016 12/1/2021 12/1/2021 A$ 93,150 2.44% AUD-BBR 12/1/2016 12/1/2021 12/1/2021 A$ 93,150 2.44% AUD-BBR 12/1/2016 12/1/2021 12/1/2021 A$ 93,150 2.44% AUD-BBR 12/1/2016 12/1/2021 12/1/2021 A$ 55,373 2.44% AUD-BBR 12/1/2016 12/1/2021 12/1/2021 A$ 55,373 2.44% AUD-BBR 12/1/2016 12/1/2021 12/1/2021 A$ 34,155 2.44% AUD-BBR 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. On September 30, 2016, the Company amended its forward starting swaps which included moving the mandatory settlement date from September 30, 2016 to September 30, 2026 changing from 3-month LIBOR to 1-month LIBOR and adjusting the fixed rate. The amended forward starting swaps continue to qualify for hedge accounting. In addition, 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 Company expects to amortize any gains or losses on the settlements over the life of the respective swap. The following table summarizes the Company's interest rate swap agreements that expired during the years ended December 31, 2016, 2015 and 2014 (dollars in thousands): Notional Amount Receive Variable Rate Effective Date Expiration Date Date Amount Paid Fixed Rate 9/30/2013 9/30/2014 9/30/2013 $ 1,350,000 0.35% 1-month LIBOR 12/31/2013 $ 1,300,000 0.35% 1-month LIBOR 3/31/2014 $ 1,250,000 0.35% 1-month LIBOR 6/30/2014 $ 1,200,000 0.35% 1-month LIBOR 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 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 years ended December 31, 2016, 2015 and 2014 resulted in no amount of gain or loss reclassified from accumulated other comprehensive income/(loss) into earnings due to ineffectiveness. During the years ended December 31, 2016, 2015 and 2014 , existing net losses associated with the Company's interest rate swaps of $2.1 million , $2.9 million and $2.4 million , respectively, were realized and recorded as interest expense in the consolidated statements of operations. Based on the fair value of these interest rate swaps as of December 31, 2016 , the Company expects to reclassify $1.7 million of net losses reported in accumulated other comprehensive income/(loss) into earnings within the next 12 months. See Note 16 , Accumulated Other Comprehensive Income/(Loss) , for additional information regarding the Company's cash flow hedges. Foreign Currency Exchange Rate Risk As of December 31, 2016 , the Company's foreign subsidiaries had United States dollar equivalent of $945.7 million of third-party debt denominated in the local currencies in which the Company's foreign subsidiaries operate, including the Australian dollar, the British pound, the 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 Australian dollar, the British pound, the 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 associated with 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 of non-United States dollar-denominated acquisitions, the Company may enter into foreign currency forward purchase contracts. To mitigate currency exposures related to non-functional currency denominated intercompany debt, cross-currency swaps 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. However, cross-currency swap contracts and foreign currency forward 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 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 year ended December 31, 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 Company's Credit Agreement. A portion of the funds was 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 accumulated accrued interest as of December 31, 2016 of £13.5 million (or $16.6 million at the exchange rate on December 31, 2016 ), 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 contracts, which are accounted for as cash flow hedges. The fair values of the Company's British pound forward contracts were estimated based on Level 2 inputs. The Company's effectiveness testing during the years ended December 31, 2016 and 2015 resulted in no amount of gain or loss reclassified from accumulated other comprehensive income/(loss) into earnings due to ineffectiveness. During the year ended December 31, 2016 , $31.1 million ( $18.7 million , net of tax) of net gains were recorded as other income in the consolidated statements of operations fully offsetting the corresponding foreign currency losses on the intercompany loan and accrued interest. During the year ended December 31, 2016 , $0.8 million of net gains were recorded as interest income in the consolidated statements of operations. During the year ended December 31, 2015 , no amount of gain or loss was reclassified from accumulated other comprehensive income/(loss) into earnings. Based on the Company's fair value assumptions as of December 31, 2016 , it expects to realize $0.5 million of existing net gains that are reported in accumulated other comprehensive income/(loss) into earnings within the next 12 months. See Note 16 , Accumulated Other Comprehensive Income/(Loss) , for additional information regarding the Company's cash flow hedges. The following table summarizes the Company's outstanding British pound forward contracts (British pounds in thousands): Effective Date Settlement Date Notional Amount Exchange Rate 3/25/2015 3/31/2020 £60,000 1.51 3/25/2015 3/31/2020 £60,000 1.50 6/30/2015 3/31/2020 £2,035 1.57 9/30/2015 3/31/2020 £1,846 1.51 12/31/2015 3/31/2020 £1,873 1.48 3/31/2016 3/31/2020 £1,881 1.45 6/30/2016 3/31/2020 £1,909 1.35 9/30/2016 3/31/2020 £1,959 1.33 12/30/2016 3/31/2020 £1,989 1.28 On December 1, 2016, GWAHLP and the Company's subsidiary, GWI Holding B.V. (GWBV), entered into an A$248.9 million non-recourse subordinated Partner Loan Agreement, which loan is eliminated in consolidation. GWBV used the proceeds from this loan to fund a portion of the acquisition of GRail. See Note 8 , Long-Term Debt , for additional information regarding the Partner Loan Agreement. To mitigate the foreign currency exchange rate risk related to the non-functional currency intercompany loan, the Company entered into two Euro/Australian dollar floating-to-floating cross-currency swap agreements (the Swaps) on December 22, 2016, which effectively convert the A$248.9 million intercompany loan receivable in the Netherlands into a €171.7 million loan receivable. These agreements did not qualify as hedges for accounting purposes. The first swap requires the Company to pay Australian dollar BBR plus 4.50% based on a notional amount of A$123.9 million and allows the Company to receive EURIBOR plus 2.68% based on a notional amount of €85.5 million on a semi-annual basis. EURIBOR is the Euro Interbank Offered Rate, which the Company believes is generally considered the Euro equivalent to LIBOR. The second swap requires the Company to pay Australian dollar BBR plus 4.50% based on a notional amount of A$125.0 million and allows the Company to receive EURIBOR plus 2.90% based on a notional amount of €86.3 million on a semi-annual basis. As a result of these semi-annual net settlement payments, the Company realized a net expense of $3.3 million within other income, net for the year ended December 31, 2016 . These agreements expire on June 30, 2019. The following table summarizes the fair value of the Company's derivative instruments recorded in the consolidated balance sheets as of December 31, 2016 and 2015 (dollars in thousands): Fair Value Balance Sheet Location 2016 2015 Asset Derivatives: Derivatives designated as hedges: British pound forward contracts Other assets, net $ 26,359 $ 1,530 Total derivatives designated as hedges $ 26,359 $ 1,530 Derivatives not designated as hedges: Cross-currency swap contract Prepaid expenses and other $ 174 $ — Cross-currency swap contract Other assets, net 506 — Total derivatives not designated as hedges $ 680 $ — Liability Derivatives: Derivatives designated as hedges: Interest rate swap agreements Accrued expenses $ 1,747 $ 846 Interest rate swap agreements Other long-term liabilities 13,411 11,655 British pound forward contracts Other long-term liabilities 17 — Total derivatives designated as hedges $ 15,175 $ 12,501 The following table shows the effect of the Company's derivative instruments designated as cash flow hedges for the years ended December 31, 2016, 2015 and 2014 in other comprehensive income/(loss) (OCI) (dollars in thousands): Total Cash Flow Hedge OCI Activity, Net of Tax 2016 2015 2014 Derivatives Designated as Cash Flow Hedges: Effective portion of changes in fair value recognized in OCI: Interest rate swap agreement $ (1,676 ) $ (4,749 ) $ (23,473 ) British pound forward contracts (3,990 ) 912 — $ (5,666 ) $ (3,837 ) $ (23,473 ) The following table shows the effect of the Company's derivative instruments not designated as hedges for the years ended December 31, 2016, 2015 and 2014 in the consolidated statements of operations (dollars in thousands): Location of Amount Recognized in Earnings Amount Recognized in Earnings 2016 2015 2014 Derivative Instruments Not Designated as Hedges: Cross-currency swap agreements Interest (expense)/income $ — $ — $ (1,184 ) Cross-currency swap agreements Other (expense)/income, net (3,267 ) — (86 ) British pound forward purchase contracts Loss on settlement of foreign currency forward purchase contracts — (18,686 ) — $ (3,267 ) $ (18,686 ) $ (1,270 ) |
Fair Value of Financial Instrum
Fair Value of Financial Instruments (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 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 instrument 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, foreign currency forward contracts and cross-currency swap agreements. The Company estimated the fair value of its interest rate swap agreements based on Level 2 valuation inputs, including fixed interest rates, LIBOR and BBR implied forward interest rates and the remaining time to maturity. The Company estimated the fair value of its British pound forward 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 estimated the fair value of its cross-currency swap agreements based on Level 2 valuation inputs, including EURIBOR implied forward interest rates, BBR 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 3 , Changes in Operations ). Financial Instruments Carried at Historical Cost: Since the Company's long-term debt is not actively traded, fair value 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 that are carried at fair value using Level 2 inputs at December 31, 2016 and 2015 (dollars in thousands): 2016 2015 Financial instruments carried at fair value using Level 2 inputs: Financial assets carried at fair value: British pound forward contracts $ 26,359 $ 1,530 Cross-currency swap contracts 680 — Total financial assets carried at fair value $ 27,039 $ 1,530 Financial liabilities carried at fair value: Interest rate swap agreements $ 15,158 $ 12,501 British pound forward purchase contracts 17 — Total financial liabilities carried at fair value $ 15,175 $ 12,501 The following table presents the Company's financial instrument carried at fair value using Level 3 inputs as of December 31, 2016 (amounts in thousands): 2016 2015 GBP USD GBP USD Financial instrument carried at fair value using Level 3 inputs: Financial liabilities carried at fair value: Accrued deferred consideration £ 25,882 $ 31,933 £ 24,200 $ 35,680 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. At the date of acquisition, this contingent liability represented the aggregate fair value of the shares transferred to the Company by the Management Shareholders in exchange for the right to receive cash consideration for the representative economic interest of approximately 6% in Freightliner in the future (deferred consideration). 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 contingent liability is adjusted each period to represent the fair value of the deferred consideration as of the balance sheet date. To do so, the Company recalculates 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. This calculation effectively represents the present value of the expected payment to be made upon settlement of the deferred consideration. Accordingly, such recalculations will reflect both the impact of the time value of money and the impact of changes in the expected future performance of the acquired business, as applicable. During the year ended December 31, 2016 , the Company recognized $2.3 million , through other expenses within the Company's consolidated statements of operations as a result of the change in the estimated fair value of the deferred consideration, which primarily represented the time value of money. 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. The following table presents the carrying value and fair value using Level 2 inputs of the Company's financial instruments carried at historical cost at December 31, 2016 and 2015 (dollars in thousands): 2016 2015 Carrying Value Fair Value Carrying Value Fair Value Financial liabilities carried at historical cost: United States term loan $ 1,415,873 $ 1,422,512 $ 1,755,736 $ 1,750,040 U.K. term loan 121,149 121,594 149,500 150,030 Australia term loan — — 209,242 210,128 Australian Credit Agreement 484,703 501,909 — — Partner Loan Agreement 172,154 171,435 — — Revolving credit facility 74,297 81,192 39,737 44,833 Other debt 4,882 4,889 3,123 3,090 Total $ 2,273,058 $ 2,303,531 $ 2,157,338 $ 2,158,121 |
U.K. Pension Plan (Notes)
U.K. Pension Plan (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | |
U.K. Pension Plans | U.K. PENSION PLAN: In connection with the acquisition of Freightliner on March 25, 2015, the Company assumed a defined benefit pension plan for its U.K. employees through a standalone shared cost arrangement within the Railways Pension Scheme (Pension Program). The Pension Program is managed and administered by a professional pension administration company and is overseen by trustees with professional advice from independent actuaries and other advisers. The Pension Program is a shared cost arrangement with required contributions shared between Freightliner and its employees with Freightliner contributing 60% and the remaining 40% contributed by active employees. 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 summarizes the funding obligations and assets of the Pension Program as of December 31, 2016 and 2015 (dollars in thousands): 2016 2015 Projected benefit obligation (100%) $ 607,003 $ 580,054 Fair value of plan assets (100%) 450,281 462,177 Funded status (100%) (156,722 ) (117,877 ) Employees' share of deficit (40%) (62,689 ) (47,152 ) Net pension liability recognized in the balance sheet (60%) $ (94,033 ) $ (70,725 ) The following table presents the changes in the Company's portion of the benefit obligation and fair value of plan assets of the Pension Program for the years ended December 31, 2016 and 2015 and funded status as of December 31, 2016 and 2015 (dollars in thousands): 2016 2015 Change in benefit obligations: Benefit obligation at beginning of period $ 348,033 $ 359,941 Service cost 11,816 10,911 Interest cost 10,992 8,475 Benefits paid (8,853 ) (5,890 ) Actuarial loss/(gain) 59,008 (21,731 ) Exchange rate changes (56,794 ) (3,673 ) Benefit obligation at end of year $ 364,202 $ 348,033 Change in plan assets: Fair value of plan assets at beginning of period $ 277,308 $ 274,787 Actual return on plan assets 38,360 1,609 Benefits paid (8,853 ) (5,890 ) Employer contributions 8,607 9,606 Exchange rate changes (45,253 ) (2,804 ) Fair value of plan assets at end of year $ 270,169 $ 277,308 Funded status of the Pension Plan $ (94,033 ) $ (70,725 ) The Pension Program's actuarial loss for the year ended December 31, 2016 was primarily due to a decrease in the discount rate as reflected in the table of actuarial assumptions below. The actuarial gain for the year ended December 31, 2015 was a result of an increase in the discount rate. The following table presents the amounts recognized for the Pension Program in the consolidated balance sheets as of December 31, 2016 and 2015 and in other comprehensive income/(loss) for the years ended December 31, 2016 and 2015 (dollars in thousands): 2016 2015 Amounts recognized in the consolidated balance sheet: Accrued expenses $ 9,047 $ 7,994 Other long-term liabilities 84,986 62,731 Total amount recognized in the consolidated balance sheet $ 94,033 $ 70,725 Amount recognized in other comprehensive income/(loss): Net actuarial (loss)/gain $ (25,234 ) $ 13,198 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 year ended December 31, 2016 and 2015 (dollars in thousands): 2016 2015 Service cost $ 11,816 $ 10,911 Interest cost 10,992 8,475 Expected return on plan assets (14,050 ) (12,029 ) Exchange rate changes 862 291 Net periodic benefit cost $ 9,620 $ 7,648 The following table presents the actuarial assumptions used to compute the funded status of the Pension Program as of December 31, 2016 and 2015 : 2016 2015 Discount rate 2.7 % 3.8 % Price inflation (RPI measure) 3.3 % 3.1 % Pension increases (CPI measure) 2.2 % 2.0 % Salary increases 3.3 % 3.7 % The following table presents the actuarial assumptions used for the calculation of net periodic expense associated with Pension Program for the years ended December 31, 2016 and 2015 : 2016 2015 Discount rate 3.8 % 3.2 % Price inflation (RPI measure) 3.1 % 3.0 % Pension increases (CPI measure) 2.0 % 1.7 % Salary increases 3.7 % 3.4 % Expected return on plan assets 6.1 % 5.9 % The discount rates used by the actuaries are established by considering the yields on high quality corporate bonds having a similar duration as the expected liabilities under the Pension Program. The following table presents the change in pension liability due to one percentage point change in the discount rate and retail price index (RPI) as of December 31, 2016 (dollars in thousands): Change in Pension Liability Discount Rate +1% per annum $ (68,200 ) Discount Rate -1% per annum $ 90,400 RPI inflation +1% per annum $ 89,700 RPI inflation -1% per annum $ (69,100 ) The assets of the Pension Program are held in a separate trustee administered fund operated by Railways Trustee Company Limited. The trustee is responsible for ensuring that investment strategies are in compliance with the Pension Program. The assets are invested through a number of pooled investment funds, each with a different risk and return profile. Only railways pension programs may invest in these pooled funds. Each railways pension program holds units in some or all of the pooled funds. The use of these pools enables each railways pension program to hold a broader range of investments more efficiently than may have been possible through direct ownership. The Pension Program's asset allocation policy states the assets should be allocated as follows: Percentage Asset category: Return-seeking assets 81 % Defensive/other assets 19 % Total 100 % The expected return on assets represents the weighted average of long-term expected yields of the pooled investment funds. The expected returns on these pooled funds are not readily determinable from quoted market prices. However, the funds are actively managed by the trustee to achieve benchmark returns. Accordingly, the expected return for each pooled investment fund for purposes of the actuarial calculations was estimated using the respective pooled fund's benchmark return relative to the RPI. The following table provides the Pension Program's allocation of assets among the pooled investment funds and the expected return on assets for each pooled fund, net of expenses, as well as the weighted average expected return on assets used in the actuarial calculations as of December 31, 2016 and 2015 : 2016 Weighted Average Expected Yields Weighted Average Asset Allocation Weighted Average Expected Return on Plan Assets Growth, private equity and infrastructure pooled funds 7.1 % 82 % 5.8 % Defensive and government bond pooled fund plus cash 1.5 % 18 % 0.3 % Expected return on plan assets 6.1 % 2015 Weighted Average Expected Yields Weighted Average Asset Allocation Weighted Average Expected Return on Plan Assets Growth, private equity and infrastructure pooled funds 6.9 % 81 % 5.6 % Defensive and government bond pooled fund plus cash 2.8 % 19 % 0.5 % Expected return on plan assets 6.1 % In May 2015 the FASB issued ASU 2015-07, Fair Value Measurement (Topic 820), Disclosures for Investments in Certain Entities that Calculate Net Asset Value Per Shares (or Its Equivalent), which eliminates the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share (or its equivalent) practical expedient. This guidance was effective for the Company's annual reporting period ending December 31, 2016, and the Company elected to measure the fair values using the practical expedient. The fair value tables below reflect the adoption of this standard. The following table presents the fair value of the major categories of the Pension Program's assets segregated according to the hierarchy of valuation inputs for measuring fair value as of December 31, 2016 and 2015 (dollars in thousands): 2016 2015 Growth pooled fund (a) $ 182,630 $ 182,697 Private equity pooled fund (b) 29,463 31,237 Government bond pooled fund (c) 47,030 52,463 Infrastructure pooled fund (d) 8,536 10,911 Long-term income pooled fund (e) 2,510 — Fair value of plan assets $ 270,169 $ 277,308 (a) The growth pooled fund is comprised of global equities, emerging market bonds and hedge funds. Fair value is measured using the net asset value per share. (b) The private equity pooled fund is comprised of a series of sub funds, each representing a different vintage of private equity investment. Fair value is measured using the net asset value per share. (c) 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. Fair value is measured using the net asset value per share. (d) The infrastructure pooled fund is comprised of investments in facilities, structures and services required to facilitate the orderly operation of the economy. Fair value is measured using the net asset value per share. (e) The long-term income pooled fund is comprised of investments offering inflation linkage, distributable income and are British pound denominated. Fair value is measured using the net asset value per share. The Company expects to contribute £7.1 million (or $8.8 million at the exchange rate on December 31, 2016 ) to the Pension Program for the year ending December 31, 2017 . 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 the Company 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. If the Pension Program was to be terminated and wound up, any deficit would fall entirely on the Company and would not be shared with active members. Currently, the Company has no intention of terminating the Pension Program. The following benefit payments are expected to be paid between 2017 and 2026 (dollars in thousands): Amount 2017 $ 9,047 2018 $ 9,246 2019 $ 9,450 2020 $ 9,657 2021 $ 9,870 2022 - 2026 $ 52,108 |
Other Employee Benefit Programs
Other Employee Benefit Programs | 12 Months Ended |
Dec. 31, 2016 | |
Employee Benefits and Share-based Compensation [Abstract] | |
Other Employee Benefit Programs | OTHER EMPLOYEE BENEFIT PROGRAMS: Employee Bonus Programs The Company has performance-based bonus programs that include a majority of non-union employees. Approximately $23 million , $13 million and $17 million were awarded under the various performance-based bonus plans for the years ended December 31, 2016 , 2015 and 2014 , respectively. Defined Contribution Plans Under the Genesee & Wyoming Inc. 401(k) Savings Plan in the United States, the Company matches participants' contributions up to 4% of the participants' salary on a pre-tax basis. The Company's Canadian subsidiaries administer two different retirement benefit plans. The plans qualify under Section 146 of the federal and provincial income tax law. Under each plan, employees may elect to contribute a certain percentage of their salary on a pre-tax basis. The first plan is a Registered Retirement Savings Plan (RRSP) and the Company matches up to a maximum of 6% of gross salary. The second plan is a Retirement Pension Plan (RPP) and the Company contributes 5% of gross salary. The Company's Australian subsidiary administers a statutory retirement benefit plan. The Company was required to contribute the equivalent of 9.5% , of an employee's base salary into a registered superannuation fund in each of the years ended December 31, 2016 , 2015 and 2014 . Employees may elect to make additional contributions either before or after tax. Company contributions to defined contribution plans in total for the years ended December 31, 2016 , 2015 and 2014 were as follows (dollars in thousands): 2016 2015 2014 Company contributions to defined contribution plans $ 9,521 $ 9,532 $ 10,400 North American Operations Defined Benefit Plans The Company administers three United States noncontributory defined benefit plans for union and non-union employees and one Canadian noncontributory defined benefit plan. Benefits are determined based on a fixed amount per year of credited service. The Company's funding policy requires contributions for pension benefits based on actuarial computations which reflect the long-term nature of the plans. The Company has met the minimum funding requirements according to the United States Employee Retirement Income Security Act (ERISA) and Canada's Pension Benefits Standards Act. As of December 31, 2016 , there were approximately 230 employees participating under these plans. As of December 31, 2016 , the Company's consolidated balance sheet included a $1.9 million pension liability and a $0.2 million loss in accumulated other comprehensive (loss)/income related to these plans. The Company administers two plans which provide health care and life insurance benefits for certain retired employees in the United States. The Company funds the plans on a pay-as-you-go basis. As of December 31, 2016 , there were approximately 65 employees participating under these plans. As of December 31, 2016 , the Company's consolidated balance sheet included a $6.8 million postretirement benefit liability and a $1.2 million gain in accumulated other comprehensive (loss)/income related to these plans. |
Income Taxes (Notes)
Income Taxes (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES: The components of income before income taxes for the years ended December 31, 2016 , 2015 and 2014 were as follows (dollars in thousands): 2016 2015 2014 United States $ 273,361 $ 236,613 $ 276,594 Foreign (57,870 ) 64,318 91,519 Total $ 215,491 $ 300,931 $ 368,113 The components of the provision for income taxes for the years ended December 31, 2016 , 2015 and 2014 were as follows (dollars in thousands): 2016 2015 2014 United States: Current Federal $ 20,877 $ 12,003 $ 15,647 State 11,284 8,181 7,134 Deferred Federal 43,820 41,975 49,799 State 2,263 5,383 8,727 78,244 67,542 81,307 Foreign: Current 3,289 11,031 17,591 Deferred (7,138 ) (2,679 ) 8,209 (3,849 ) 8,352 25,800 Total $ 74,395 $ 75,894 $ 107,107 The Company's provision for income taxes for the years ended December 31, 2016 and 2015 included $4.3 million and $9.7 million , respectively, of tax benefit due to a U.K. tax rate change. The Company's provision for income taxes for the year ended December 31, 2014 included a $3.9 million tax benefit as a result of receiving consent from the United States Internal Revenue Service (IRS) to change a tax accounting method retroactively for companies acquired as a result of the RailAmerica acquisition. The Company's effective income tax rates also included adjustments to reflect differences between book income tax expense and final tax returns filed each year related to the previous fiscal year, which the Company does not consider material. The United States track maintenance credit is an income tax credit for Class II and Class III railroads, as defined by the United States Surface Transportation Board (STB), to reduce their federal income tax based on qualified railroad track maintenance expenditures (the Short Line Tax Credit). Qualified expenditures include amounts incurred for maintaining track, including roadbed, bridges and related track structures owned or leased by a Class II or Class III railroad. The credit is equal to 50% of the qualified expenditures, subject to an annual limitation of $3,500 multiplied by the number of miles of railroad track owned or leased by the Class II or Class III railroad as of the end of its tax year. The United States Short Line Tax Credit was initially enacted for a three year period, 2005 through 2007, and was subsequently extended a series of times with the last extension expiring on December 31, 2016. The provision for income taxes differs from that which would be computed by applying the statutory United States federal income tax rate to income before income taxes. The following is a summary of the effective income tax rate reconciliation for the years ended December 31, 2016 , 2015 and 2014 : 2016 2015 2014 Tax provision at statutory rate 35.0 % 35.0 % 35.0 % Effect of foreign operations 4.3 % (3.8 )% (1.7 )% Foreign valuation allowance 2.9 % 2.1 % — % Foreign goodwill impairment 2.4 % — % — % Effect of foreign tax rate change (2.0 )% (3.3 )% — % State income taxes, net of federal income tax benefit 4.1 % 3.0 % 2.8 % Benefit of track maintenance credit (13.4 )% (9.1 )% (7.3 )% Other, net 1.2 % 1.3 % 0.3 % Effective income tax rate 34.5 % 25.2 % 29.1 % The Company’s effective income tax rate was 9.3% higher for the year ended December 31, 2016 as compared with the year ended December 31, 2015, primarily driven by the effect of foreign operations, which resulted from losses incurred in some foreign jurisdictions (including impairments) generating a tax benefit at tax rates lower than the United States statutory rate, a portion of which were reduced by the recording of a valuation allowance. As the Company concluded it is more likely than not, some of those losses will not be able to be utilized to offset future income taxes, the Company recorded a valuation allowance. This valuation allowance further increased the Company’s consolidated effective income tax rate. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes, which requires that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. For public entities, the amendments in this guidance are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted as of the beginning of an interim or annual reporting period. The Company early adopted the provisions of this ASU as of January 1, 2016 and applied it retrospectively to all periods presented. The December 31, 2015 consolidated balance sheet was adjusted to reflect a reduction of current deferred income tax assets of $69.2 million , an increase in non-current deferred income tax assets of $0.2 million and a reduction in non-current deferred income tax liabilities of $69.0 million . There was no other impact on the consolidated financial statements from the adoption of this guidance. Deferred income taxes reflect the effect of temporary differences between the book and tax basis of assets and liabilities as well as available income tax credit and net operating loss carryforwards. The components of net deferred income taxes as of December 31, 2016 and 2015 were as follows (dollars in thousands): 2016 2015 Deferred income tax assets: Track maintenance credit carryforward $ 217,054 $ 237,411 Net operating loss carryforwards 23,168 20,810 Accruals and reserves not deducted for tax purposes until paid 15,131 14,896 Stock-based compensation 10,089 9,253 Deferred revenue 6,311 5,736 Deferred compensation 3,891 3,454 Nonshareholder contributions 1,978 2,150 Interest rate swaps — 4,223 Alternative minimum tax credit carryforward 1,592 1,592 Pension and postretirement benefits 18,693 15,411 Other 2,072 752 299,979 315,688 Valuation allowance (24,075 ) (19,315 ) Deferred income tax liabilities: Interest rate swaps (4,579 ) — Property and equipment basis difference (1,012,109 ) (967,998 ) Intangible assets basis difference (418,398 ) (302,903 ) Other (368 ) (6,338 ) Net deferred tax liabilities $ (1,159,550 ) $ (980,866 ) As of December 31, 2016 , the Company had United States net operating loss carryforwards in various state jurisdictions that totaled approximately $303.7 million , United States track maintenance credit carryforwards of $217.1 million and foreign net operating loss carryforwards in the Netherlands that totaled approximately $42.6 million . Some of the Company's credit carryforwards are subject to Section 382 limitations of the Internal Revenue Code (Section 382). Section 382 imposes limitations on a corporation's ability to utilize its credits if it experiences an "ownership change." In general terms, an ownership change results from transactions increasing the ownership of certain existing stockholders or new stockholders in the stock of a corporation by more than 50% during a three-year testing period. The Company expects to fully utilize its track maintenance credit carryforwards. The state net operating losses exist in different states and expire between 2017 and 2036 . The United States track maintenance credits expire between 2027 and 2036 . The Netherlands net operating losses expire between 2018 and 2025 . The Company maintains a valuation allowance on state net operating losses, foreign net operating losses and certain other deferred tax assets for which, based on the weight of available evidence, it is more likely than not that some or all of the deferred income tax assets will not be realized. A reconciliation of the beginning and ending amount of the Company's valuation allowance is as follows (dollars in thousands): 2016 2015 Balance at beginning of year $ 19,315 $ 14,793 (Decrease)/increase for state net operating losses (1,476 ) 89 Increase for foreign net operating losses and impairments 6,236 6,397 Decrease for certain other deferred income tax assets — (1,964 ) Balance at end of year $ 24,075 $ 19,315 A reconciliation of the beginning and ending amount of the Company's liability for uncertain tax positions is as follows (dollars in thousands): 2016 2015 2014 Balance at beginning of year $ 4,197 $ 4,324 $ 3,155 Increase for tax positions related to prior years 3,970 — 1,169 Decrease for tax positions related to prior years (1,169 ) — — Increase/(decrease) for effects of foreign exchange rates 127 (127 ) — Balance at end of year $ 7,125 $ 4,197 $ 4,324 At December 31, 2016 , 2015 and 2014 , there was $7.1 million , $4.2 million and $4.3 million , respectively, of unrecognized tax benefits that if recognized would affect the annual effective income tax rate. The Company recognizes interest and penalties related to uncertain tax positions in its provision for income taxes. As of December 31, 2016 the Company reasonably expects that approximately $3.2 million in unrecognized tax benefits will be recognized in the next 12 months as a result of a lapse of the statute of limitations. As of December 31, 2016 , the following tax years remain open to examination by the major taxing jurisdictions to which the Company is subject: Open Tax Years From To United States 2002 - 2016 Australia 2010 - 2016 Belgium 2014 - 2016 Canada 2009 - 2016 Germany 2010 - 2016 Mexico 2008 - 2016 Netherlands 2011 - 2016 Poland 2011 - 2016 Saudi Arabia 2015 - 2016 U.K. 2010 - 2016 |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 related to property damage, personal injury, freight loss, labor and employment, environmental, contractual disputes and other matters. As described in Note 2 , Significant Accounting Policies , the Company maintains insurance policies to mitigate the financial risk associated with many of these claims. Any material changes to current litigation trends or a catastrophic rail accident or series of accidents involving material freight loss or property damage, personal injury and environmental liability, disputes involving our railroads 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. For instance, the Company received a notice in November 2014 from the EPA requesting information under the Clean Water Act related to the discharge of crude oil as a result of a derailment of one of our trains in November 2013 in the vicinity of Aliceville, Alabama, but a fine associated with the contamination has not yet been assessed and is not estimable. 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. |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation Plans | STOCK-BASED COMPENSATION PLANS: The Omnibus Plan allows for the issuance of up to 7,437,500 shares of Class A Common Stock for awards, which include stock options, restricted stock, restricted stock units and any other form of award established by the Compensation Committee, in each case consistent with the plan's purpose. Stock-based awards generally have three-year requisite service periods and five-year contractual terms. Any shares of common stock related to awards that terminate by expiration, forfeiture or cancellation are deemed available for issuance or reissuance under the Omnibus Plan. In total, at December 31, 2016 , there remained 1,911,447 shares of Class A Common Stock available for future issuance under the Omnibus Plan. A summary of option activity under the Omnibus Plan as of December 31, 2016 and changes during the year then ended is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at beginning of year 1,203,035 $ 80.58 Granted 384,306 57.15 Exercised (142,969 ) 55.58 Expired (63,030 ) 70.01 Forfeited (23,844 ) 77.71 Outstanding at end of year 1,357,498 $ 77.12 2.9 $ 6,027 Vested or expected to vest at end of year 1,352,575 $ 77.17 2.9 $ 5,977 Exercisable at end of year 648,248 $ 84.47 2.0 $ 1,339 The weighted average grant date fair value of options granted during the years ended December 31, 2016 , 2015 and 2014 was $17.37 , $18.47 and $18.90 , respectively. The total intrinsic value of options exercised during the years ended December 31, 2016 , 2015 and 2014 was $1.6 million , $4.7 million and $20.9 million , respectively. The Company determines the fair value of each option award on the date of grant using the Black-Scholes option pricing model . There are six input variables to the Black-Scholes model: stock price, strike price, volatility, term, risk-free interest rate and dividend yield. Both the stock price and strike price inputs are typically the closing stock price on the date of grant. The assumption for expected future volatility is based on a combination of historical and implied volatility of the Company's Class A Common Stock. The expected term of options is derived from the vesting period of the award, as well as historical exercise data, and represents the period of time that options granted are expected to be outstanding. The expected risk-free rate is calculated using the United States Treasury yield curve over the expected term of the option. The expected dividend yield is 0% for all periods presented, based upon the Company's historical practice of not paying cash dividends on its common stock. The Company uses historical data, as well as management's current expectations, to estimate forfeitures. The following weighted average assumptions were used to estimate the grant date fair value of options granted during the years ended December 31, 2016 , 2015 and 2014 using the Black-Scholes option pricing model: 2016 2015 2014 Expected volatility 37 % 27 % 22 % Expected term (in years) 4 4 4 Risk-free interest rate 1.08 % 1.31 % 1.20 % Expected dividend yield 0 % 0 % 0 % The Company determines fair value of its restricted stock and restricted stock units based on the closing stock price on the date of grant. The following table summarizes the Company's non-vested restricted stock outstanding as of December 31, 2016 and changes during the year then ended: Shares Weighted Average Grant Date Fair Value Non-vested at beginning of year 154,801 $ 85.84 Granted 193,036 $ 57.11 Vested (73,961 ) $ 87.45 Forfeited (7,506 ) $ 79.30 Non-vested at end of year 266,370 $ 64.76 The weighted average grant date fair value of restricted stock granted during the years ended December 31, 2016 , 2015 and 2014 was $57.11 , $79.30 and $98.18 , respectively. The total grant date fair value of restricted stock that vested during the years ended December 31, 2016 , 2015 and 2014 was $6.5 million , $5.2 million and $5.1 million , respectively. The following table summarizes the Company's non-vested restricted stock units outstanding as of December 31, 2016 and changes during the year then ended: Shares Weighted Average Grant Date Fair Value Non-vested at beginning of year 47,708 $ 81.52 Granted 46,426 $ 57.11 Vested (21,018 ) $ 84.37 Forfeited (10,415 ) $ 65.78 Non-vested at end of year 62,701 $ 65.35 The weighted average grant date fair value of restricted stock units granted during the years ended December 31, 2016 , 2015 and 2014 was $57.11 , $70.64 and $98.24 , respectively. The total grant date fair value of restricted stock units that vested during the years ended December 31, 2016 , 2015 and 2014 was $1.8 million , $4.2 million and $4.4 million , respectively. In February 2016, the Company's Compensation Committee approved new performance-based restricted stock units under the Omnibus Plan. The performance-based restricted stock units are granted once per year and vest on the first anniversary of the grant date with the payout performance multiplier (ranging from 0% to 200%) to be determined in accordance with the Company’s attainment of pre-determined financial performance targets established under the Company’s GVA methodology (GVA Performance Factor). These awards have a service condition and performance condition. The GVA Performance Factor will be determined by comparing the Company's GVA performance for the Performance Period to the GVA Target Performance and then identifying the GVA's Performance Factor based upon the terms of the award. The following table summarizes the 2016 performance-based restricted stock units at 100% of the award amounts as of December 31, 2016 and changes during the year then ended. Actual shares that will vest depend on the level of attainment of the performance based criteria. As of December 31, 2016, the Company expects to pay out 100% of the award. Shares Weighted Average Non-vested at beginning of year — $ — Granted 27,602 $ 57.12 Vested — $ — Forfeited — $ — Non-vested at end of year 27,602 $ 57.12 The Company determined the fair value of each 2016 performance-based restricted stock unit by the number of units expected to be earned multiplied by the grant date fair market value of a share of the Company's Class A common stock. Each reporting period, the number of performance-based restricted stock units that are expected to be earned is determined and compensation cost based on the fair value is adjusted based on the current period probability assessment. At the end of the requisite service period, compensation cost is adjusted to equal the fair value of the performance-based restricted stock units actually issued. In 2015 and 2014, the Company's Compensation Committee awarded performance-based restricted stock units under the Omnibus Plan. These performance-based restricted stock units were granted once per year and vested based upon the achievement of market performance criteria, ranging from 0% to 100% , as determined by the Compensation Committee prior to the date of the award, and continued service during the performance period. The performance period for these awards was generally three years. The performance-based restricted stock units entitle the grantee to receive shares of Class A Common Stock based upon the Company's Relative Total Shareholder Return as independently ranked against the components of the S&P 500 Index and the custom peer group over the performance period with each discrete half of the award's payouts being measured independently and then averaged together to find the final payout. The expense for these awards is recognized over the service period, even if the market condition is never satisfied. As a result of the Compensation Committee's recent modification to the Long-Term Incentive Compensation Program, including adoption of a new-performance based restricted stock unit program, effective February 2016, this program was discontinued and no future awards will be granted. The following table summarizes the 2015 and 2014 performance-based restricted stock units at the maximum award amounts as of December 31, 2016 . Actual shares that will vest depend on the level of attainment of the performance based criteria. As of December 31, 2016 , the threshold performance for any payout on the 2015 and 2014 awards granted has not been met. Shares Weighted Average Grant Date Fair Value Non-vested at beginning of year 28,810 $ 52.55 Granted — $ — Vested — $ — Forfeited — $ — Non-vested at end of year 28,810 $ 52.55 The Company determined the fair value of each 2015 and 2014 performance-based restricted stock unit on the date of grant using the Monte Carlo valuation model . There were six input variables to the Monte Carlo valuation model: stock price, volatility of the Company's Class A Common Stock, volatility of the two peer groups, correlation coefficients, risk-free interest rate and dividend yield. The stock price was determined based upon the Company's closing stock price on the day prior to the date of grant. Volatility was based on a combination of historical and implied volatility. The correlation coefficients were calculated based upon the price data used to calculate the volatilities. The expected risk-free rate was calculated using the United States Treasury bill over the expected term of the award. The expected dividend yield was 0% for all periods presented, based upon the Company's historical practice of not paying cash dividends on its common stock. The expected term of the performance-based restricted stock units was derived from the plan's performance period as of the grant date. The Company used historical data, as well as management's expectations, to estimate forfeitures. The following assumptions were used to estimate the grant date fair value of the performance-based restricted stock units granted during the years ended December 31, 2015 and 2014 and using the Monte Carlo simulation model: 2015 2014 Volatility of the Company's common stock 24 % 25 % Average volatility of peer group and S&P 500 companies 25 % 29 % Average correlation coefficient of peer group and S&P 500 companies 0.5 0.6 Risk-free interest rate 0.98 % 0.81 % Expected dividend yield 0 % 0 % Expected term (in years) 3 3 For the year ended December 31, 2016 , total compensation costs from all of the Company's stock-based awards was $17.9 million . Total compensation costs related to non-vested awards not yet recognized was $22.1 million as of December 31, 2016 , which will be recognized over the next three years with a weighted average period of 1.7 years. The total income tax benefit recognized in the consolidated statement of operations for stock-based awards was $4.6 million for the year ended December 31, 2016 . For the year ended December 31, 2015 , compensation costs from all of the Company's stock-based awards was $14.3 million . The total income tax benefit recognized in the consolidated statement of operations for stock-based awards was $4.2 million for the year ended December 31, 2015 . For the year ended December 31, 2014 , compensation costs from all of the Company's stock-based awards was $12.7 million . The total income tax benefit recognized in the consolidated statement of operations for stock-based awards was $4.4 million for the year ended December 31, 2014 . The total income tax benefit realized from the exercise of stock-based awards was $2.2 million , $4.1 million and $11.0 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. The Company has reserved 1,265,625 shares of Class A Common Stock that the Company may sell to its full-time employees under its Employee Stock Purchase Plan (ESPP) at 90% of the stock's market price on the date of purchase. At December 31, 2016 , 257,611 shares had been purchased under this plan. The Company recorded compensation expense for the 10% purchase discount of less than $0.2 million in each of the years ended December 31, 2016 , 2015 and 2014 . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS): The following table sets forth accumulated other comprehensive income/(loss) included in the consolidated balance sheets as of December 31, 2016 and 2015 , respectively (dollars in thousands): Cumulative Foreign Currency Translation Adjustment Defined Benefit Plans Net Unrealized Gain/(Loss) on Cash Flow Hedges Accumulated Other Comprehensive Loss Balance, December 31, 2014 $ (70,746 ) $ 1,405 $ (2,911 ) $ (72,252 ) Other comprehensive (loss)/income before reclassifications (85,400 ) 9,526 (3,650 ) (79,524 ) Amounts reclassified from accumulated other comprehensive income, net of tax (provision)/benefit of ($41) and $1,170, respectively — 74 (b) (1,755 ) (c) (1,681 ) Change in 2015 (85,400 ) 9,600 (5,405 ) (81,205 ) Balance, December 31, 2015 $ (156,146 ) $ 11,005 $ (8,316 ) $ (153,457 ) Other comprehensive (loss)/income before reclassifications (56,154 ) (31,155 ) 14,583 (72,726 ) Amounts reclassified from accumulated other comprehensive income, net of tax (provision)/benefit of $0, ($113) and $11,637, respectively 34,638 (a) 202 (b) (19,993 ) (c) 14,847 Change in 2016 (21,516 ) (30,953 ) (5,410 ) (57,879 ) Balance, December 31, 2016 $ (177,662 ) $ (19,948 ) $ (13,726 ) $ (211,336 ) (a) Reclassification from accumulated other comprehensive loss to additional paid-in capital resulting from the issuance of a noncontrolling interest. (b) Existing net gains realized were recorded in labor and benefits on the consolidated statements of operations. (c) Existing net losses realized were recorded in interest expense on the consolidated statements of operations (see Note 9 , Derivative Financial Instruments ). Comprehensive Income Attributable to Noncontrolling Interests The following table sets forth comprehensive income attributable to noncontrolling interests for the years ended December 31, 2016 , 2015 and 2014 , respectively (dollars in thousands): 2016 2015 2014 Net (loss)/income attributable to noncontrolling interest $ (41 ) $ — $ 251 Other comprehensive income/(loss): Foreign currency translation adjustment 8,805 — — Net unrealized loss on qualifying cash flow hedges, net of tax benefit of $110 (256 ) — — Comprehensive income attributable to noncontrolling interest $ 8,508 $ — $ 251 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION: Interest and Taxes Paid The following table sets forth the cash paid for interest and income taxes for the years ended December 31, 2016 , 2015 and 2014 (dollars in thousands): 2016 2015 2014 Interest, net $ 65,884 $ 59,564 $ 43,076 Income taxes $ 45,738 $ 44,807 $ 36,179 Significant Non-Cash Investing and Financing Activities The Company had outstanding receivables from outside parties for the funding of capital expenditures of $10.7 million , $23.0 million and $32.1 million as of December 31, 2016 , 2015 and 2014 , respectively. At December 31, 2016 , 2015 and 2014 , the Company also had $16.4 million , $26.2 million and $51.3 million , respectively, of purchases of property and equipment that had not been paid and, accordingly, were accrued in accounts payable in the normal course of business. As more fully described in Note 4 , Earnings Per Common Share , on October 1, 2015, the Company settled the prepaid stock purchase contract component of its TEUs with the delivery of 3,539,240 shares of its Class A Common Stock. |
Segment and Geographic Area Inf
Segment and Geographic Area Information (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Segments, Geographical Areas [Abstract] | |
Segment and Geographic Area Information | SEGMENT AND GEOGRAPHIC AREA INFORMATION: Segment Information The Company presents the financial results of its 10 operating regions as three reportable segments: North American Operations, Australian Operations and U.K./European Operations (as more fully described in Note 1 , Business and Customers ). Each of our segments generates the following three categories of revenues from external customers: freight revenues, freight-related revenues and all other revenues (as more fully described in Note 2 , Significant Accounting Policies ). The Company's eight North American regions are aggregated into one reportable segment as a result of having similar economic and operating characteristics. During the second quarter of 2016, the Company's Ohio Valley Region railroads were consolidated into the Company's Northeast and Midwest regions. This consolidation reduced the Company's number of operating regions from 11 to 10. During 2016, the Company incurred restructuring costs of $8.2 million , including $6.5 million in our U.K./European Operations, $0.9 million in our North American Operations and $0.8 million in our Australian Operations. The results of operations of the foreign entities are maintained in the respective local currency (the Australian dollar, the British pound, the Canadian dollar and the Euro) 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 table reflects the average exchange rates used to translate the foreign entities respective local currency results of operations into United States dollars for the years ended December 31, 2016 , 2015 and 2014 : 2016 2015 2014 United States dollar per Australian dollar $ 0.74 $ 0.75 $ 0.90 United States dollar per British pound $ 1.36 $ 1.53 $ 1.65 United States dollar per Canadian dollar $ 0.76 $ 0.78 $ 0.91 United States dollar per Euro $ 1.11 $ 1.11 $ 1.33 The following tables set forth results from the Company's North American Operations segment, Australian Operations segment and U.K./European Operations segment for the years ended December 31, 2016 , 2015 and 2014 (dollars in thousands): December 31, 2016 North American Operations Australian Operations U.K./European Operations Total Operations Operating revenues: Freight revenues $ 913,619 $ 120,622 $ 337,325 $ 1,371,566 Freight-related revenues 258,922 95,776 181,661 536,359 All other revenues 64,223 6,188 23,191 93,602 Total operating revenues $ 1,236,764 $ 222,586 $ 542,177 $ 2,001,527 Operating income/(loss) $ 319,551 $ 4,810 $ (34,749 ) $ 289,612 Depreciation and amortization $ 147,527 $ 30,863 $ 26,798 $ 205,188 Interest expense, net $ 40,985 $ 13,958 $ 19,591 $ 74,534 Provision for/(benefit from) income taxes $ 80,701 $ 988 $ (7,294 ) $ 74,395 Cash expenditures for additions to property & equipment, net of grants from outside parties $ 137,334 $ 11,285 $ 34,831 $ 183,450 December 31, 2015 North American Operations Australian Operations U.K./European Operations Total Operations Operating revenues: Freight revenues $ 949,028 $ 146,850 $ 304,669 $ 1,400,547 Freight-related revenues 227,154 87,616 187,313 502,083 All other revenues 65,633 8,486 23,652 97,771 Total operating revenues $ 1,241,815 $ 242,952 $ 515,634 $ 2,000,401 Operating income $ 297,486 $ 54,842 $ 31,933 $ 384,261 Depreciation and amortization $ 141,814 $ 27,425 $ 19,296 $ 188,535 Loss on settlement of foreign currency forward purchase contracts $ 16,374 $ 2,312 $ — $ 18,686 Interest expense, net $ 39,651 $ 8,976 $ 17,965 $ 66,592 Provision for/(benefit from) income taxes $ 69,552 $ 12,890 $ (6,548 ) $ 75,894 Cash expenditures for additions to property & equipment, net of grants from outside parties $ 266,548 $ 31,179 $ 32,035 $ 329,762 December 31, 2014 North American Operations Australian Operations U.K./European Operations Total Operations Operating revenues: Freight revenues $ 1,008,236 $ 243,705 $ — $ 1,251,941 Freight-related revenues 214,388 55,461 20,938 290,787 All other revenues 82,137 14,104 43 96,284 Total operating revenues $ 1,304,761 $ 313,270 $ 20,981 $ 1,639,012 Operating income/(loss) $ 333,194 $ 90,396 $ (2,019 ) $ 421,571 Depreciation and amortization $ 127,421 $ 28,095 $ 1,565 $ 157,081 Interest expense, net $ 41,732 $ 12,152 $ 833 $ 54,717 Provision for/(benefit from) income taxes $ 86,363 $ 23,443 $ (2,699 ) $ 107,107 Cash expenditures for additions to property & equipment, net of grants from outside parties $ 277,725 $ 24,930 $ 864 $ 303,519 The following table sets forth the property and equipment recorded in the consolidated balance sheets as of December 31, 2016 and 2015 (dollars in thousands): December 31, 2016 North American Operations Australian Operations U.K./European Operations Total Property and equipment, net $ 3,590,625 $ 634,148 $ 278,546 $ 4,503,319 December 31, 2015 North American Operations Australian Operations U.K./European Operations Total Operations Property and equipment, net $ 3,433,669 $ 465,123 $ 316,271 $ 4,215,063 Geographic Area Information Operating revenues for each geographic area for the years ended December 31, 2016 , 2015 and 2014 were as follows (dollars in thousands): 2016 2015 2014 Amount % of Total Amount % of Total Amount % of Total Operating revenues: United States $ 1,142,141 57.1 % $ 1,143,056 57.1 % $ 1,188,084 72.5 % Non-United States: Australia $ 222,586 11.1 % $ 242,952 12.1 % $ 313,270 19.1 % Canada 94,623 4.7 % 98,759 5.0 % 116,677 7.1 % U.K. 378,551 18.9 % 340,747 17.0 % — — % Netherlands 101,837 5.1 % 119,421 6.0 % 17,693 1.1 % Other 61,789 3.1 % 55,466 2.8 % 3,288 0.2 % Total Non-United States $ 859,386 42.9 % $ 857,345 42.9 % $ 450,928 27.5 % Total operating revenues $ 2,001,527 100.0 % $ 2,000,401 100.0 % $ 1,639,012 100.0 % Property and equipment for each geographic area as of December 31, 2016 and 2015 were as follows (dollars in thousands): 2016 2015 Amount % of Total Amount % of Total Property and equipment located in: United States $ 3,353,296 74.4 % $ 3,202,963 76.0 % Non-United States: Australia $ 634,148 14.1 % $ 465,123 11.0 % Canada 237,328 5.3 % 230,706 5.5 % U.K. 264,954 5.9 % 303,210 7.2 % Other 13,593 0.3 % 13,061 0.3 % Total Non-United States $ 1,150,023 25.6 % $ 1,012,100 24.0 % Total property and equipment, net $ 4,503,319 100.0 % $ 4,215,063 100.0 % |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data | QUARTERLY FINANCIAL DATA (unaudited): The following table sets forth the Company's quarterly results for the years ended December 31, 2016 and 2015 (dollars in thousands, except per share data): First Quarter Second Quarter Third Quarter Fourth Quarter 2016 Operating revenues $ 482,616 $ 501,375 $ 501,002 $ 516,534 Operating income $ 56,996 $ 87,194 $ 91,851 $ 53,571 Net income attributable to G&W $ 27,019 $ 48,399 $ 56,785 $ 8,934 Basic earnings per common share attributable to G&W $ 0.47 $ 0.85 $ 0.99 $ 0.15 Diluted earnings per common share attributable to G&W $ 0.47 $ 0.83 $ 0.98 $ 0.15 2015 Operating revenues $ 397,030 $ 542,219 $ 546,299 $ 514,853 Operating income $ 72,620 $ 99,451 $ 117,559 $ 94,631 Net income attributable to G&W $ 23,904 $ 52,837 $ 63,362 $ 84,934 Basic earnings per common share attributable to G&W $ 0.43 $ 0.94 $ 1.12 $ 1.49 Diluted earnings per common share attributable to G&W $ 0.42 $ 0.92 $ 1.10 $ 1.47 In addition to the Company's changes in operations as described in Note 3 , Changes in Operations , the quarters shown were affected by the items below: The first quarter of 2016 included (i) $16.8 million after-tax impairment and related costs associated with an Australia iron ore customer entering into voluntary administration following significant financial hardship, (ii) $6.3 million income tax benefit associated with the United States Short Line Tax Credit, (iii) $0.8 million after-tax restructuring costs, (iv) $0.3 million after-tax corporate development and related costs and (v) $0.1 million after-tax gain on sale of assets. The second quarter of 2016 included (i) $7.2 million income tax benefit associated with the United States Short Line Tax Credit, (ii) $4.0 million after-tax restructuring costs, primarily associated with U.K./European Operations, (iii) $1.8 million after-tax corporate development and related costs and (iv) $0.2 million after-tax gain on sale of assets. The third quarter of 2016 included (i) $7.8 million income tax benefit associated with the United States Short Line Tax Credit, (ii) $4.3 million income tax benefit associated with a reduction in the U.K. income tax rate, (iii) $3.1 million after-tax corporate development and related costs, (iv) $0.4 million after-tax gain on sale of assets and (v) $0.2 million after-tax restructuring costs. The fourth quarter of 2016 included (i) $21.5 million after-tax impairment and related charges related to ERS operations in Continental Europe, (ii) $16.2 million after-tax corporate development and related costs, primarily related to the P&W and GRail acquisitions, (iii) $8.6 million after-tax impairment charges related to the leases of idle excess U.K. coal railcars, (iv) $7.5 million income tax benefit associated with the United States Short Line Tax Credit, (v) $1.4 million after-tax restructuring costs, (vi) $0.8 million after-tax net loss on sale and impairment of assets and (vii) $0.5 million after-tax write-off of debt issuance costs related to the entry into a new Australian credit facility in conjunction with the GRail acquisition. The first quarter of 2015 included (i) $11.6 million after-tax loss on the settlement of foreign currency forward purchase contracts, (ii) $9.5 million after-tax corporate development and related costs, (iii) $1.3 million after-tax non-cash write-off of deferred financing fees associated with the refinancing of the credit facility, (iv) $1.2 million after-tax Australian severance costs and (v) $0.2 million after-tax gain on sale of assets. The second quarter of 2015 included (i) $0.5 million after-tax corporate development and related costs and (ii) $0.3 million after-tax gain on sale of assets. The third quarter of 2015 included (i) $1.3 million after-tax corporate development and related costs, (ii) $0.9 million after-tax gain on sale of assets and (iii) $0.4 million adjustment for income tax returns from previous fiscal year. The fourth quarter of 2015 included (i) $27.4 million income tax benefit associated with the United States Short Line Tax Credit for 2015, (ii) $9.7 million income tax benefit due to a U.K. tax rate adjustment, (iii) $1.6 million after-tax out of period impact of the final allocation of fair value to Freightliner's assets and liabilities, (iv) $1.3 million tax expense due to the application of the full year 2015 effective income tax rate to the results of the first three quarters of 2015, (v) $0.9 million after-tax Freightliner acquisition/integration related costs, (vi) $0.8 million after-tax corporate development and related costs and (vii) $0.2 million after-tax gain on sale of assets. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Standards | RECENTLY ISSUED ACCOUNTING STANDARDS: Accounting Standards Not Yet Effective In May 2014, the FASB issued 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 August 2015, the FASB issued ASU 2015-14, which approved a one-year deferral of the effective date of the new revenue recognition standard. In March 2016, the FASB issued ASU 2016-08, which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, which provides clarification when identifying performance obligations and providing implementation guidance on licensing. In May 2016, the FASB issued ASU 2016-12, which clarifies the objective of the collectibility criterion. The new standards will become effective for the Company on January 1, 2018, and the Company plans to adopt the accounting standards retrospectively with the cumulative effect of initially applying the standards recognized as an adjustment to opening retained earnings at the date of initial application. The Company is currently assessing the impact of adopting this guidance for its existing portfolio of customer contracts and will continue to assess new contracts entered into prior to the adoption of the new standard. Based on its current assessment, the Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities , which requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) be measured at fair value, with subsequent changes in fair value recognized in net income. The amendments also impact certain disclosure requirements for financial instruments. The amendments will become effective for the Company beginning January 1, 2018. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which will require lessees to recognize leases on their balance sheets as a right-of-use asset with a corresponding liability. Lessees are permitted to make an accounting policy election to not recognize an asset and liability for leases with a term of 12 months or less. Lessor accounting under the provisions of the standard is substantially unchanged. Additional qualitative and quantitative disclosures, including significant judgments made by management, will also be required. The new standard will become effective for the Company beginning January 1, 2019, and will require a modified retrospective transition approach and includes a number of practical expedients. Early application is permitted. The Company is currently assessing the impact of adopting this guidance on its consolidated financial statements. The Company disclosed approximately $546 million in operating lease obligations in Note 6 , Property and Equipment and Leases and will evaluate those contracts as well as other existing arrangements to determine if they qualify for lease accounting under the new standard. The Company does not plan to adopt the standard early. In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based compensation arrangements, including the accounting for income taxes, forfeitures, statutory tax withholding requirements, as well as classification of related amounts within the statement of cash flows. The amendments will become effective for the Company beginning January 1, 2017. The adoption of this guidance could have a material impact on the Company’s consolidated financial statements as all excess tax benefits and tax deficiencies related to equity compensation will be recognized in the Company's consolidated statements of operations and consolidated statements of cash flows. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments, which provides guidance on eight targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows. The amendments will become effective for the Company January 1, 2018. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated statements of cash flows. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory, which requires entities to recognize the income tax consequence of an intra-entity transfer of an asset (other than inventory) when the transfer occurs rather than when the asset is sold to an outside party. The amendment will become effective for the Company beginning January 1, 2018. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash, which requires that a statement of cash flows explain the change during the period in total of cash, cash equivalents and amounts generally described as restricted cash or restricted equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. The amendments will become effective for the Company beginning January 1, 2018. The Company does not expect the adoption of this guidance to have a material impact on its consolidated statements of cash flows. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments will become effective for the Company beginning January 1, 2018. The Company will take the amendments into consideration when assessing whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The amendments will become effective for the Company beginning January 1, 2020. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 21. SUBSEQUENT EVENTS: On February 7, 2017 , the Company announced it has agreed to acquire the shares of Atlantic Western Transportation, Inc., parent company of Heart of Georgia Railroad, Inc. (HOG). The acquisition is subject to customary closing conditions, including the receipt of STB approval, and is expected to be completed in the second quarter of 2017. HOG was founded in 1999 and operates across the state of Georgia on 219 miles of track leased from the Georgia Department of Transportation. It connects with the Company’s Georgia Southwestern Railroad at Americus, Georgia, and with the Company’s Georgia Central Railway at Vidalia, Georgia. HOG serves an inland intermodal terminal at Cordele, Georgia, providing five-day/week, direct rail service via the Georgia Central Railway to the Port of Savannah for auto, agricultural products and other merchandise customers. HOG has Class I railroad connections with CSX Corp. at Cordele and with Norfolk Southern at Americus and Helena, Georgia. HOG transports approximately 10,000 annual carloads of agricultural products, feed, fertilizer, and lumber and forest products, of which approximately 2,000 carloads are interchanged with the Company’s Georgia Central Railway. Following the acquisition, HOG will be managed as one of the Company’s Coastal Region railroads. |
Significant Accounting Polici31
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Fair Value Measurement, Policy [Policy Text Block] | 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 instrument 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, foreign currency forward contracts and cross-currency swap agreements. The Company estimated the fair value of its interest rate swap agreements based on Level 2 valuation inputs, including fixed interest rates, LIBOR and BBR implied forward interest rates and the remaining time to maturity. The Company estimated the fair value of its British pound forward 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 estimated the fair value of its cross-currency swap agreements based on Level 2 valuation inputs, including EURIBOR implied forward interest rates, BBR 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 3 , Changes in Operations ). Financial Instruments Carried at Historical Cost: Since the Company's long-term debt is not actively traded, fair value 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. |
Principles of Consolidation and Basis of Presentation Policy | Principles of Consolidation and Basis of Presentation The consolidated financial statements presented herein include the accounts of Genesee & Wyoming Inc. and its subsidiaries. The consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (U.S. GAAP) as codified in the Financial Accounting Standards Board (FASB) Accounting Standards Codification. All significant intercompany transactions and accounts have been eliminated in consolidation. |
Revenue Recognition Policy | Revenue Recognition The Company generates freight revenues from the haulage of freight by rail based on a per car, per container or per ton basis. Freight revenues are recognized proportionally as shipments move from origin to destination, with related expenses recognized as incurred. The Company generates freight-related revenues from port terminal railroad operations and industrial switching (where the Company operates trains on a contract basis in facilities it does not own), as well as demurrage, storage, car hire, track access rights, transloading, crewing services, traction service (or hook and pull service that requires the Company to provide locomotives and drivers to move a customer's train between specified origin and destination points), and other ancillary revenues related to the movement of freight. Freight-related revenues are recognized as services are performed or as contractual obligations are fulfilled. The Company generates all other revenues from third-party railcar and locomotive repairs, property rentals, railroad construction and other ancillary revenues not directly related to the movement of freight. All other revenues are recognized as services are performed or as contractual obligations are fulfilled. Certain of the countries in which the Company operates have a tax assessed by a governmental authority that is both imposed on and concurrent with a specific revenue-producing transaction between a seller and a customer. The Company records these taxes on a net basis. |
Cash and Cash Equivalents Policy | Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents. |
Materials and Supplies Policy | Materials and Supplies Materials and supplies consist primarily of purchased items for improvement and maintenance of road property and equipment and are stated at the lower of average cost or market. Materials and supplies are removed from inventory using the average cost method. |
Business Combinations Policy | Business Combinations The Company accounts for businesses it acquires using the acquisition method of accounting. Under this method, all acquisition-related costs are expensed as incurred. The Company records the underlying net assets at their respective acquisition-date fair values. As part of this process, the Company identifies and attributes values and estimated lives to property and equipment and intangible assets acquired. These determinations involve significant estimates and assumptions, including those with respect to future cash flows, discount rates and asset lives, and therefore require considerable judgment. These determinations affect the amount of depreciation and amortization expense recognized in future periods. The results of operations of acquired businesses are included in the consolidated statements of operations beginning on the respective business's acquisition date. |
Property and Equipment Policy | Property and Equipment Property and equipment are recorded at cost. Major renewals or improvements to property and equipment are capitalized, while routine maintenance and repairs are expensed when incurred. The Company incurs maintenance and repair expenses to keep its operations safe and fit for existing purpose. Major renewals or improvements to property and equipment, however, are undertaken to extend the useful life or increase the functionality of the asset, or both. Other than a de minimis threshold under which costs are expensed as incurred, the Company does not apply pre-defined capitalization thresholds when assessing spending for classification among capital or expense. Unlike the Class I railroads that operate over extensive contiguous rail networks, the Company's short line and regional railroads are generally geographically dispersed businesses that transport freight over relatively short distances. The Company's largest category of capital expenditures is for track line upgrades, expansion and replacement, where the Company utilizes both employees and professional contractors in completing these capital projects. Costs that are directly attributable to self-constructed assets (including overhead costs) are capitalized. Direct costs that are capitalized as part of self-constructed assets include materials, labor and equipment. Indirect costs are capitalized if they clearly relate to the construction of the asset. In addition, the Company generally does not incur significant rail grinding or ballast cleaning expenses. However, if and when such costs are incurred, they are expensed. The Company reviews its long-lived tangible assets for impairment whenever events and circumstances indicate that the carrying amounts of such assets may not be recoverable. When factors indicate that an asset or asset group may not be recoverable, the Company uses an estimate of the related undiscounted future cash flows over the remaining life of such asset or asset group in measuring whether or not impairment has occurred. If impairment is identified, a loss would be reported to the extent that the carrying value of the related assets exceeds the fair value less the cost to sell those assets as determined by valuation techniques applicable in the circumstances. Losses from impairment of assets are charged to net (gain)/loss on sale and impairment of assets within operating expenses. Gains or losses on sales, including sales of assets removed during track and equipment upgrade projects, or losses incurred through other dispositions, such as unanticipated retirement or destruction, are credited or charged to net (gain)/loss on sale and impairment of assets within operating expenses. Gains are recorded when realized if the sale value exceeds the remaining carrying value of the respective property and equipment. If the estimated salvage value is less than the remaining carrying value, the Company records the loss incurred equal to the respective asset's carrying value less salvage value. The Company recorded a $13.0 million non-cash charge related to the impairment of a now idle rolling-stock maintenance facility resulting from an iron ore customer in Australia entering voluntary administration. For additional information regarding this impairment, see Note 3 , Changes in Operations . There were no material losses incurred through other dispositions from unanticipated or unusual events for the years ended December 31, 2015 or 2014 . |
Receivables Policy | Accounts receivable are recorded at the invoiced amount and generally do not bear interest. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses on existing accounts receivable. Management determines the allowance based on historical write-off experience within each of the Company's regions. Management reviews material past due balances on a monthly basis. Account balances are charged off against the allowance when management determines it is probable that the receivable will not be recovered. |
Grants From Outside Parties Policy | Grants from Outside Parties Grants from outside parties are recorded as deferred revenue within deferred items - grants from outside parties, and are amortized as a reduction to depreciation expense over the same period during which the associated assets are depreciated. |
Goodwill and Indefinite-Lived Intangible Assets Policy | Goodwill and Indefinite-Lived Intangible Assets The Company reviews the carrying values of goodwill and identifiable intangible assets with indefinite lives at least annually to assess impairment since these assets are not amortized. The Company performs its annual impairment assessment as of November 30 of each year. Additionally, the Company reviews the carrying value of goodwill and any indefinite-lived intangible assets whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. In conjunction with the Company's annual impairment assessment of goodwill combined with previously discussed efforts to address challenges with the Company's European intermodal business, ERS Railways B.V. (ERS), the Company recorded an impairment of goodwill of $14.5 million for the year ended December 31, 2016 . See Note 3 , Changes in Operations , for additional information regarding ERS. No impairment was recognized for the years ended December 31, 2015 and 2014 , as a result of our annual impairment assessment. For goodwill, a two-step impairment model is used. The first step compares the fair value of a respective reporting unit with its carrying amount, including goodwill. The second step measures the goodwill impairment loss as the excess of recorded goodwill over its implied fair value. For indefinite-lived intangible assets, if the carrying amount of the asset exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess. The determination of fair value involves significant management judgment including assumptions about operating results, business plans, income projections, anticipated future cash flows and market data. Impairment losses are expensed when incurred and are charged to net loss/(gain) on sale and impairment of assets within operating expenses. |
Amortizable Intangible Assets Policy | Amortizable Intangible Assets The Company performs an impairment test on amortizable intangible assets when specific impairment indicators are present. The Company has amortizable intangible assets valued primarily as operational network rights, customer contracts and relationships and track access agreements. These intangible assets are generally amortized on a straight-line basis over the expected economic longevity of the facility served, the customer relationship, or the length of the contract or agreement including expected renewals. |
Derailment And Property Damages, Personal Injuries And Third-Party Claims Policy | Derailment and Property Damages, Personal Injuries and Third-Party Claims The Company maintains global liability and property insurance coverage to mitigate the financial risk of providing rail and rail-related services. The Company's liability policies cover railroad employee injuries, personal injuries associated with grade crossing accidents and other third-party claims associated with the Company's operations. Damages associated with sudden releases of hazardous materials, including hazardous commodities transported by rail, and expenses related to evacuation as a result of a railroad accident are also covered under the liability policies. The Company's liability policies currently have self-insured retentions of up to $2.5 million per occurrence. The Company's property policies cover property and equipment that the Company owns, as well as property in the Company's care, custody and control. The Company's property policies currently have various self-insured retentions, which vary based on the type and location of the incident, that are currently up to $2.5 million per occurrence. The property policies also provide business interruption insurance arising from covered events. The self-insured retentions under the policies may change with each annual insurance renewal depending on the Company's loss history, the size and make-up of the Company and general insurance market conditions. The Company also maintains ancillary insurance coverage for other risks associated with rail and rail-related services, including insurance for employment practices, directors' and officers' liability, workers' compensation, pollution, auto claims, crime and road haulage liability, among others. Accruals for claims are recorded in the period when such claims are determined to be probable and estimable. These estimates are updated in future periods as information develops. |
Pension and Other Postretirement Plans, Policy [Policy Text Block] | Defined Benefit Plans The Company sponsors certain defined benefit plans covering eligible employees. The Company engages independent actuaries to compute amounts of liabilities and expenses related to these plans subject to the assumptions that the Company determines are appropriate based on historical trends, current market rates and future projections. These assumptions include, but are not limited to, the selection of a discount rate, expected long-term rate of return on plan assets, rate of future compensation increases, inflation volatility and mortality. See Note 11 . U.K. Pension Plan , and Note 12 . Other Employee Benefit Programs , for additional information regarding these plans. |
Income Taxes Policy | Income Taxes The Company files a consolidated United States federal income tax return, which includes all of its United States subsidiaries. Each of the Company's foreign subsidiaries files appropriate income tax returns in each of its respective countries. The provision for, or benefit from, income taxes includes deferred taxes resulting from temporary differences using a balance sheet approach. Such temporary differences result primarily from differences in the carrying value of assets and liabilities for financial reporting and tax purposes. Future realization of deferred income tax assets is dependent upon the Company's ability to generate sufficient taxable income. The Company evaluates on a quarterly basis whether, based on all available evidence, the deferred income tax assets will be realizable. Valuation allowances are established when it is estimated that it is more likely than not that the tax benefit of a deferred tax asset will not be realized. No provision is made for the United States income taxes applicable to the undistributed earnings of foreign subsidiaries as it is the intention of management to fully utilize those earnings in the operations of foreign subsidiaries. If the earnings were to be distributed in the future, those distributions may be subject to United States income taxes (appropriately reduced by available foreign tax credits) and withholding taxes payable to various foreign countries, however, the amount of the tax and credits is not practicable to determine . The amount of undistributed earnings of the Company's foreign subsidiaries as of December 31, 2016 was $267.1 million |
Stock-Based Compensation Policy | Stock-Based Compensation The Compensation Committee of the Company's Board of Directors (Compensation Committee) has discretion to determine grantees, grant dates, amounts of grants, vesting and expiration dates for stock-based compensation awarded to the Company's employees under the Company's Third Amended and Restated 2004 Omnibus Incentive Plan (the Omnibus Plan). The Omnibus Plan permits the issuance of stock options, restricted stock, restricted stock units and any other form of award established by the Compensation Committee, in each case consistent with the Omnibus Plan's purpose. Under the terms of the awards, equity grants for employees generally vest over three years and equity grants for directors vest over their respective remaining terms as directors. The grant date fair value of non-vested shares, less estimated forfeitures, is recorded to compensation expense on a straight-line basis over the vesting period. The fair value of each option grant is estimated on the date of grant using the Black-Scholes pricing model and compensation expense is recorded over the requisite service period on a straight-line basis. Two assumptions in the Black-Scholes pricing model require management judgment: the life of the option and the volatility of the stock price over the life of the option. The assumption for the life of the option is based on historical experience and is estimated for each grant. The assumption for the volatility of the stock is based on a combination of historical and implied volatility. The fair value of the Company's restricted stock, restricted stock units and the 2016 performance-based restricted stock units is based on the closing market price of the Company's Class A Common Stock on the date of grant. The grant date fair value of 2015 and 2014 performance-based restricted stock units is estimated on the date of grant using the Monte Carlo simulation model and straight-line amortization of compensation expense is recorded over the requisite service period of the grant. Three assumptions in the Monte Carlo simulation model require management judgment: volatility of the Company's Class A Common Stock, volatility of the stock of the members of the two peer groups and the correlation coefficients between the Company's stock price and the stock price of the peer groups. Volatility is based on a combination of historical and implied volatility. The correlation coefficients are calculated based upon the historical price data used to calculate the volatilities. |
Fair Value of Financial Instruments Policy | 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. |
Foreign Currency Policy | Foreign Currency The financial statements of the Company's foreign subsidiaries are 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 statement of operations, at the average rate for the period. Currency translation adjustments are reflected within the equity section of the balance sheet and are included in other comprehensive income/(loss). Upon complete or substantially complete liquidation of the underlying investment in the foreign subsidiary, cumulative translation adjustments are recognized in the consolidated statements of operations |
Management Estimates Policy | Management Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to use judgment and to make estimates and assumptions that affect business combinations, reported assets, liabilities, revenues and expenses during the reporting period. Significant estimates using management judgment are made in the areas of recoverability and useful life of assets, as well as liabilities for casualty claims and income taxes. Actual results could differ from those estimates |
Risks and Uncertainties Policy | Risks and Uncertainties Slower growth, an economic recession, significant changes in commodity prices or regulation that affects the countries where the Company operates or their imports and exports could negatively impact the Company's business. The Company is required to assess for potential impairment of non-current assets whenever events or changes in circumstances, including economic circumstances, indicate that the respective asset's carrying amount may not be recoverable. A decline in current macroeconomic or financial conditions could have a material adverse effect on the Company's results of operations, financial condition and liquidity |
Derivatives Policy | 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 financial 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. 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. 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, 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. |
Changes in Operations (Tables)
Changes in Operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business combination, Sources and Uses of Cash [Table Text Block] | The sources and uses to accomplish the GRail Transactions were as follows (amounts in millions): Sources AUD USD Uses AUD USD New Australian term loan A$ 690.0 $ 511.4 GRail purchase A$ 1,140.0 $ 844.9 MIRA 643.5 476.9 Repay GWA term loan 250.0 185.3 GWA (equity contribution) 597.5 442.8 GWA (equity contributed) 597.5 442.8 G&W 88.2 65.3 Transaction costs 31.7 23.4 Total sources A$ 2,019.2 $ 1,496.4 Total uses A$ 2,019.2 $ 1,496.4 |
Providence and Worcester Railroad [Member] | |
Schedule of Business Acquisitions, by Acquisition | The following preliminary acquisition-date fair values were assigned to the acquired net assets (dollars in thousands): Amount Cash and cash equivalents $ 1,529 Accounts receivable 4,011 Materials and supplies 1,048 Prepaid expenses and other 648 Property and equipment 127,020 Goodwill 26,969 Total Assets 161,225 Accounts payable and accrued expenses 8,505 Deferred income tax liabilities, net 26,569 Net assets $ 126,151 |
GRail [Member] | |
Schedule of Business Acquisitions, by Acquisition | The following preliminary acquisition-date fair values were assigned to the acquired net assets (amounts in thousands): AUD USD Accounts receivable $ 1,556 $ 1,153 Materials and supplies 411 305 Property and equipment 279,592 207,206 Goodwill 415,959 308,267 Intangible assets 635,000 470,599 Total assets 1,332,518 987,530 Accounts payable and accrued expenses 5,771 4,277 Deferred income tax liabilities, net 190,551 141,217 Net assets $ 1,136,196 $ 842,036 |
Freightliner [Member] | |
Schedule of Business Acquisitions, by Acquisition | 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 24,200 36,048 Total consideration £ 516,283 $ 769,054 |
Freightliner & GRail [Member] | |
Business Acquisition, Pro Forma Information | The following table summarizes the Company's unaudited pro forma operating results for the years ended December 31, 2016 and 2015 as if the acquisition of Freightliner had been consummated as of January 1, 2014 and the GRail Transactions had been consummated as of January 1, 2015. As such, these results include pro forma results from Freightliner for the period from January 1, 2015 through March 24, 2015 and pro forma results from the GRail Transactions for the period from January 1, 2015 through November 30, 2016. 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 foreign currency or interest rate risk (dollars in thousands, except per share amounts): 2016 2015 Operating revenues $ 2,052,840 $ 2,203,822 Net income attributable to Genesee & Wyoming Inc. $ 136,559 $ 224,202 Basic earnings per common share $ 2.38 $ 3.95 Diluted earnings per common share $ 2.34 $ 3.88 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted earnings per share attributable to Genesee & Wyoming Inc. common stockholders (EPS) for the years ended December 31, 2016 , 2015 and 2014 (in thousands, except per share amounts): 2016 2015 2014 Numerators: Net income attributable to Genesee & Wyoming Inc. $ 141,137 $ 225,037 $ 260,755 Denominators: Weighted average Class A common shares outstanding -Basic 57,324 56,734 55,305 Weighted average Class B common shares outstanding 790 884 1,305 Dilutive effect of employee stock-based awards 142 230 362 Weighted average shares - Diluted 58,256 57,848 56,972 Earnings per common share attributable to Genesee & Wyoming Inc. common stockholders: Basic earnings per common share $ 2.46 $ 3.97 $ 4.71 Diluted earnings per common share $ 2.42 $ 3.89 $ 4.58 |
Schedule of Weighted Average Number of Shares | The total potential issuable common shares outstanding, which include options, restricted stock units and performance-based restricted stock units, used to calculate weighted average share equivalents for diluted EPS attributable to Genesee & Wyoming Inc. as of December 31, 2016 , 2015 and 2014 , was as follows (in thousands): 2016 2015 2014 Potential issuable common shares used to calculate weighted average share equivalents 1,477 1,280 1,063 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following total number of shares of Class A Common Stock issuable under the assumed exercises and lapse of stock-based awards computed based on the treasury stock method were excluded from the calculation of diluted EPS attributable to Genesee & Wyoming Inc., as the effect of including these shares would have been anti-dilutive (in thousands): 2016 2015 2014 Anti-dilutive shares 1,185 687 304 |
Accounts Receivable Accounts Re
Accounts Receivable Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounts Receivable, Net [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | Accounts receivable consisted of the following at December 31, 2016 and 2015 (dollars in thousands): 2016 2015 Accounts receivable - trade $ 353,347 $ 339,100 Accounts receivable - grants from outside parties 10,652 22,997 Accounts receivable - insurance and other third-party claims 11,994 26,574 Total accounts receivable 375,993 388,671 Allowance for doubtful accounts (12,070 ) (6,213 ) Accounts receivable, net $ 363,923 $ 382,458 |
Schedule of Allowance for Doubtful Accounts | Activity in the Company's allowance for doubtful accounts for the years ended December 31, 2016 , 2015 and 2014 was as follows (dollars in thousands): 2016 2015 2014 Balance, beginning of year $ 6,213 $ 5,826 $ 3,755 Provisions 19,655 7,512 5,191 Charges (13,798 ) (7,125 ) (3,120 ) Balance, end of year $ 12,070 $ 6,213 $ 5,826 |
Property and Equipment and Le35
Property and Equipment and Leases (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment | Major classifications of property and equipment as of December 31, 2016 and 2015 were as follows (dollars in thousands): 2016 Gross Book Value Accumulated Depreciation Net Book Value Property: Land and land improvements $ 735,054 $ — $ 735,054 Buildings and leasehold improvements 214,980 (43,431 ) 171,549 Bridges/tunnels/culverts 692,324 (103,521 ) 588,803 Track property 2,639,961 (477,366 ) 2,162,595 Total property 4,282,319 (624,318 ) 3,658,001 Equipment: Computer equipment 20,449 (14,927 ) 5,522 Locomotives and railcars 893,911 (217,704 ) 676,207 Vehicles and mobile equipment 72,388 (41,257 ) 31,131 Signals and crossing equipment 72,210 (37,632 ) 34,578 Track equipment 48,931 (15,663 ) 33,268 Other equipment 57,547 (24,845 ) 32,702 Total equipment 1,165,436 (352,028 ) 813,408 Construction-in-process 31,910 — 31,910 Total property and equipment $ 5,479,665 $ (976,346 ) $ 4,503,319 2015 Gross Book Value Accumulated Depreciation Net Book Value Property: Land and land improvements $ 648,498 $ — $ 648,498 Buildings and leasehold improvements 238,272 (32,624 ) 205,648 Bridges/tunnels/culverts 662,287 (85,040 ) 577,247 Track property 2,508,100 (403,778 ) 2,104,322 Total property 4,057,157 (521,442 ) 3,535,715 Equipment: Computer equipment 18,633 (11,709 ) 6,924 Locomotives and railcars 653,077 (173,214 ) 479,863 Vehicles and mobile equipment 65,241 (34,656 ) 30,585 Signals and crossing equipment 69,315 (30,754 ) 38,561 Track equipment 28,440 (11,628 ) 16,812 Other equipment 73,405 (13,846 ) 59,559 Total equipment 908,111 (275,807 ) 632,304 Construction-in-process 47,044 — 47,044 Total property and equipment $ 5,012,312 $ (797,249 ) $ 4,215,063 |
Property and Equipment Useful Life | The Company depreciates its property and equipment using the straight-line method over the useful lives of the property and equipment. The following table sets forth the estimated useful lives of the Company's major classes of property and equipment: Estimated Useful Life (in Years) Minimum Maximum Property: Buildings and leasehold improvements (subject to term of lease) 2 40 Bridges/tunnels/culverts 20 50 Track property 3 50 Equipment: Computer equipment 2 10 Locomotives and railcars 2 30 Vehicles and mobile equipment 2 15 Signals and crossing equipment 2 20 Track equipment 2 20 Other equipment 2 20 |
Railcars and Locomotives Leased | The number of railcars and locomotives leased by the Company as of December 31, 2016 , 2015 and 2014 was as follows: 2016 2015 2014 Railcars 20,738 21,819 18,583 Locomotives 309 333 162 |
Schedule of Rent Expense | The Company's operating lease expense for equipment and real property leases and expense for the use of other railroad and other third parties' track for the years ended December 31, 2016 , 2015 and 2014 was as follows (dollars in thousands): 2016 2015 2014 Equipment $ 91,537 $ 91,919 $ 32,433 Real property $ 14,291 $ 12,136 $ 8,670 Trackage rights $ 87,194 $ 78,140 $ 53,783 |
Schedule of Future Minimum Lease Payments for Capital Leases | The following is a summary of future minimum lease payments under capital leases and operating leases as of December 31, 2016 (dollars in thousands): Capital Operating Total 2017 $ 17,438 $ 84,266 $ 101,704 2018 8,861 68,261 77,122 2019 8,388 51,618 60,006 2020 14,614 42,246 56,860 2021 6,677 33,100 39,777 Thereafter 30,417 266,358 296,775 Total minimum payments $ 86,395 $ 545,849 $ 632,244 |
Schedule of Future Minimum Lease Payments for Operating Leases | The following is a summary of future minimum lease payments under capital leases and operating leases as of December 31, 2016 (dollars in thousands): Capital Operating Total 2017 $ 17,438 $ 84,266 $ 101,704 2018 8,861 68,261 77,122 2019 8,388 51,618 60,006 2020 14,614 42,246 56,860 2021 6,677 33,100 39,777 Thereafter 30,417 266,358 296,775 Total minimum payments $ 86,395 $ 545,849 $ 632,244 |
Construction in Progress [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment | 2016 2015 Property: Buildings and leasehold improvements $ 85 $ 2,097 Bridges/tunnels/culverts 1,600 39 Track property 12,302 24,962 Equipment: Locomotives and railcars 11,786 12,875 Other equipment 6,137 7,071 Total construction-in-process $ 31,910 $ 47,044 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets as of December 31, 2016 and 2015 were as follows (dollars in thousands): 2016 Weighted Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Intangible assets: Amortizable intangible assets: Operational network rights $ 399,751 $ (7,050 ) $ 392,701 100 Track access agreements 416,878 (72,442 ) 344,436 43 Customer contracts and relationships 750,057 (63,520 ) 686,537 24 Trade names/trademarks 11,888 (524 ) 11,364 40 Favorable operating leases 2,210 (869 ) 1,341 5 Total amortizable intangible assets $ 1,580,784 $ (144,405 ) $ 1,436,379 48 Non-amortizable intangible assets: Perpetual track access agreements 35,891 Operating license 106 Total intangible assets, net $ 1,472,376 2015 Weighted Gross Accumulated Intangible Assets, Net Intangible assets: Amortizable intangible assets: Operational network rights $ 477,706 $ (3,693 ) $ 474,013 100 Track access agreements 415,348 (57,751 ) 357,597 43 Customer contracts and relationships 297,519 (51,618 ) 245,901 30 Trade names/trademarks 13,327 (268 ) 13,059 40 Favorable operating leases 2,972 (590 ) 2,382 5 Total amortizable intangible assets $ 1,206,872 $ (113,920 ) $ 1,092,952 62 Non-amortizable intangible assets: Perpetual track access agreements 35,891 Operating license 109 Total intangible assets, net $ 1,128,952 |
Schedule Finite-Lived Intangible Assets | Intangible assets as of December 31, 2016 and 2015 were as follows (dollars in thousands): 2016 Weighted Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Intangible assets: Amortizable intangible assets: Operational network rights $ 399,751 $ (7,050 ) $ 392,701 100 Track access agreements 416,878 (72,442 ) 344,436 43 Customer contracts and relationships 750,057 (63,520 ) 686,537 24 Trade names/trademarks 11,888 (524 ) 11,364 40 Favorable operating leases 2,210 (869 ) 1,341 5 Total amortizable intangible assets $ 1,580,784 $ (144,405 ) $ 1,436,379 48 Non-amortizable intangible assets: Perpetual track access agreements 35,891 Operating license 106 Total intangible assets, net $ 1,472,376 2015 Weighted Gross Accumulated Intangible Assets, Net Intangible assets: Amortizable intangible assets: Operational network rights $ 477,706 $ (3,693 ) $ 474,013 100 Track access agreements 415,348 (57,751 ) 357,597 43 Customer contracts and relationships 297,519 (51,618 ) 245,901 30 Trade names/trademarks 13,327 (268 ) 13,059 40 Favorable operating leases 2,972 (590 ) 2,382 5 Total amortizable intangible assets $ 1,206,872 $ (113,920 ) $ 1,092,952 62 Non-amortizable intangible assets: Perpetual track access agreements 35,891 Operating license 109 Total intangible assets, net $ 1,128,952 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The Company estimates the future aggregate amortization expense related to its intangible assets as of December 31, 2016 will be as follows for the periods presented (dollars in thousands): Amount 2017 $ 52,392 2018 50,963 2019 46,463 2020 46,263 2021 46,184 Thereafter 1,194,114 Total $ 1,436,379 |
Schedule of Goodwill [Table Text Block] | The changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 were as follows (dollars in thousands): December 31, 2016 North American Operations Australian Operations U.K./European Operations Total Operations Balance at beginning of period $ 605,234 $ 39,312 $ 182,029 $ 826,575 Goodwill acquired 26,969 308,267 — 335,236 Acquisition accounting adjustments 176 168 9,736 10,080 Goodwill impairment — — (14,482 ) (14,482 ) Currency translation adjustment 558 (7,882 ) (24,489 ) (31,813 ) Balance at end of period $ 632,937 $ 339,865 $ 152,794 $ 1,125,596 December 31, 2015 North American Operations Australian Operations U.K./European Operations Total Operations Balance at beginning of period $ 615,403 $ — $ 13,412 $ 628,815 Goodwill acquired 920 42,312 172,821 216,053 Acquisition accounting adjustments (6,895 ) — — (6,895 ) Currency translation adjustment (4,194 ) (3,000 ) (4,204 ) (11,398 ) Balance at end of period $ 605,234 $ 39,312 $ 182,029 $ 826,575 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following as of December 31, 2016 and 2015 (dollars in thousands): 2016 2015 Credit Agreement with variable interest rates (weighted average of 2.71% and 2.60% before impact of interest rate swaps at December 31, 2016 and 2015, respectively) due 2020 $ 1,630,406 $ 2,177,724 Australian Credit Agreement with variable interest rates (weighted average of 4.64% before impact of interest rate swaps at December 31, 2016) due 2021 498,801 — Partner Loan Agreement (6.51% interest rate at December 31, 2016) due 2026 172,154 — Other debt and capital leases 91,278 127,535 Less: Unamortized debt issuance costs long-term (33,186 ) (23,508 ) Long-term debt 2,359,453 2,281,751 Less: current portion, net of unamortized debt issuance costs 52,538 75,966 Long-term debt, less current portion $ 2,306,915 $ 2,205,785 | |
Schedule of Debt | The United States dollar-denominated and the British pound-denominated term loans began to amortize in quarterly installments during the three months ended September 30, 2016, with the remaining principal balance payable upon maturity, as set forth below (amounts in thousands): Quarterly Payment Date Principal Amount Due on Each Payment Date United States dollar: March 31, 2017 through June 30, 2018 $ 5,083 September 30, 2018 through December 31, 2019 $ 10,167 Maturity date - March 31, 2020 $ 1,336,500 British pound: March 31, 2017 through June 30, 2018 £ 1,271 September 30, 2018 through December 31, 2019 £ 2,542 Maturity date - March 31, 2020 £ 75,532 | |
Schedule of Unused Borrowing Capacity Under Revolving Credit Facility | The Company's availability to draw from the unused borrowing capacity is subject to covenant limitations as discussed below. As of December 31, 2016 , the Company had the following unused borrowing capacity under its revolving credit facility (amounts in thousands): 2016 Total available borrowing capacity $ 625,000 Outstanding revolving loans $ 80,988 Outstanding letter of credit guarantees $ 2,419 Unused borrowing capacity $ 541,593 | |
Schedule of Maturities of Long-term Debt | The following is a summary of the maturities of the Company's long-term debt, including capital leases, as of December 31, 2016 (dollars in thousands): Amount 2017 $ 61,080 2018 64,517 2019 77,324 2020 1,548,819 2021 443,956 Thereafter (1) 231,022 Total $ 2,426,718 (1) Includes the A$50.0 million (or $36.1 million at the exchange rate on December 31, 2016 ) non-interest bearing loan due in 2054 assumed in the FreightLink Acquisition with a carrying value of A$2.9 million (or $2.1 million at the exchange rate on December 31, 2016 ). | |
Schedule of Future Interest Expense Related to Amortization of Unamortized Debt Issuance Costs | As of December 31, 2016 , the Company estimated the future interest expense related to amortization of its unamortized debt issuance costs will be as follows for the periods presented (dollars in thousands): Amount 2017 $ 8,957 2018 8,815 2019 8,638 2020 4,173 2021 2,603 Total $ 33,186 | |
Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Schedule of Debt | As of December 31, 2016 , the Company had the following outstanding term loans under its Credit Agreement (amounts in thousands, except percentages): Local Currency United States Dollar Equivalent Interest Rate United States dollar $ 1,428,000 $ 1,428,000 2.77 % British pound £ 98,410 $ 121,418 2.26 % | |
Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Schedule of Debt | As of December 31, 2016 , the Company had the following outstanding revolving loans under its revolving credit facility (amounts in thousands, except percentages): Local Currency United States Dollar Equivalent Interest Rate British pound (swingline loan) £ 1,000 $ 1,234 2.48 % British pound £ 37,000 $ 45,651 2.26 % Canadian dollar C$ 10,500 $ 7,821 2.93 % Euro € 24,900 $ 26,282 2.00 % | |
Australia Credit Agreement | ||
Debt Instrument [Line Items] | ||
Schedule of Debt | The loan will begin to amortize in quarterly installments commencing with the quarter ending March 31, 2017, with the remaining principal balance payable upon maturity, as set forth below (amounts in thousands): Quarterly Periods Ending Principal Amount Due on Each Payment Date March 31, 2017 through December 31, 2017 A$ 4,500 March 31, 2018 through December 31, 2019 A$ 5,437 March 31, 2020 through December 31, 2021 A$ 8,563 Maturity date - December 1, 2021 A$ 560,000 | The maximum leverage ratio of net senior debt to EBITDA, as defined in the agreement, are set forth in the following table: Calculation date falling in the following period Leverage Ratio January 1, 2017 through December 31, 2017 5.25 to 1.00 January 1, 2018 through December 31, 2018 4.75 to 1.00 January 1, 2019 through December 31, 2020 4.50 to 1.00 January 1, 2021 through December 31, 2021 4.25 to 1.00 |
Schedule of Unused Borrowing Capacity Under Revolving Credit Facility | GWIA's availability to draw from the unused borrowing capacity is subject to covenant limitations as discussed below. As of December 31, 2016 , GWIA had the following unused borrowing capacity under its revolving credit facility (amounts in thousands): 2016 Total available borrowing capacity A$ 50,000 Outstanding letter of credit guarantees A$ 3,137 Unused borrowing capacity A$ 46,863 | |
Maximum Total Leverage Ratio [Member] | ||
Debt Instrument [Line Items] | ||
Schedule of Debt | The maximum senior secured leverage ratio for the applicable periods are set forth in the following table: Quarterly Periods Ending Maximum Senior Secured Leverage Ratio September 30, 2015 through June 30, 2016 4.50 to 1.00 September 30, 2016 4.25 to 1.00 December 31, 2016 through September 30, 2017 4.50 to 1.00 December 31, 2017 through March 31, 2018 3.75 to 1.00 June 30, 2018 through March 31, 2020 3.50 to 1.00 |
Derivative Financial Instrume38
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivatives [Line Items] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | 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 (amounts in thousands): Notional Amount Effective Date Expiration Date Date Amount Pay Fixed Rate Receive Variable Rate 9/30/2016 9/30/2026 9/30/2026 $ 100,000 2.76% 1-month LIBOR 9/30/2016 9/30/2026 9/30/2026 $ 100,000 2.74% 1-month LIBOR 9/30/2016 9/30/2026 9/30/2026 $ 100,000 2.73% 1-month LIBOR 12/1/2016 12/1/2021 12/1/2021 A$ 93,150 2.44% AUD-BBR 12/1/2016 12/1/2021 12/1/2021 A$ 93,150 2.44% AUD-BBR 12/1/2016 12/1/2021 12/1/2021 A$ 93,150 2.44% AUD-BBR 12/1/2016 12/1/2021 12/1/2021 A$ 93,150 2.44% AUD-BBR 12/1/2016 12/1/2021 12/1/2021 A$ 55,373 2.44% AUD-BBR 12/1/2016 12/1/2021 12/1/2021 A$ 55,373 2.44% AUD-BBR 12/1/2016 12/1/2021 12/1/2021 A$ 34,155 2.44% AUD-BBR |
Schedule of Notional Amounts of Expired Derivative | The following table summarizes the Company's interest rate swap agreements that expired during the years ended December 31, 2016, 2015 and 2014 (dollars in thousands): Notional Amount Receive Variable Rate Effective Date Expiration Date Date Amount Paid Fixed Rate 9/30/2013 9/30/2014 9/30/2013 $ 1,350,000 0.35% 1-month LIBOR 12/31/2013 $ 1,300,000 0.35% 1-month LIBOR 3/31/2014 $ 1,250,000 0.35% 1-month LIBOR 6/30/2014 $ 1,200,000 0.35% 1-month LIBOR 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 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table summarizes the fair value of the Company's derivative instruments recorded in the consolidated balance sheets as of December 31, 2016 and 2015 (dollars in thousands): Fair Value Balance Sheet Location 2016 2015 Asset Derivatives: Derivatives designated as hedges: British pound forward contracts Other assets, net $ 26,359 $ 1,530 Total derivatives designated as hedges $ 26,359 $ 1,530 Derivatives not designated as hedges: Cross-currency swap contract Prepaid expenses and other $ 174 $ — Cross-currency swap contract Other assets, net 506 — Total derivatives not designated as hedges $ 680 $ — Liability Derivatives: Derivatives designated as hedges: Interest rate swap agreements Accrued expenses $ 1,747 $ 846 Interest rate swap agreements Other long-term liabilities 13,411 11,655 British pound forward contracts Other long-term liabilities 17 — Total derivatives designated as hedges $ 15,175 $ 12,501 |
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) | The following table shows the effect of the Company's derivative instruments designated as cash flow hedges for the years ended December 31, 2016, 2015 and 2014 in other comprehensive income/(loss) (OCI) (dollars in thousands): Total Cash Flow Hedge OCI Activity, Net of Tax 2016 2015 2014 Derivatives Designated as Cash Flow Hedges: Effective portion of changes in fair value recognized in OCI: Interest rate swap agreement $ (1,676 ) $ (4,749 ) $ (23,473 ) British pound forward contracts (3,990 ) 912 — $ (5,666 ) $ (3,837 ) $ (23,473 ) |
Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location | The following table shows the effect of the Company's derivative instruments not designated as hedges for the years ended December 31, 2016, 2015 and 2014 in the consolidated statements of operations (dollars in thousands): Location of Amount Recognized in Earnings Amount Recognized in Earnings 2016 2015 2014 Derivative Instruments Not Designated as Hedges: Cross-currency swap agreements Interest (expense)/income $ — $ — $ (1,184 ) Cross-currency swap agreements Other (expense)/income, net (3,267 ) — (86 ) British pound forward purchase contracts Loss on settlement of foreign currency forward purchase contracts — (18,686 ) — $ (3,267 ) $ (18,686 ) $ (1,270 ) |
Foreign Exchange Forward [Member] | |
Derivatives [Line Items] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | The following table summarizes the Company's outstanding British pound forward contracts (British pounds in thousands): Effective Date Settlement Date Notional Amount Exchange Rate 3/25/2015 3/31/2020 £60,000 1.51 3/25/2015 3/31/2020 £60,000 1.50 6/30/2015 3/31/2020 £2,035 1.57 9/30/2015 3/31/2020 £1,846 1.51 12/31/2015 3/31/2020 £1,873 1.48 3/31/2016 3/31/2020 £1,881 1.45 6/30/2016 3/31/2020 £1,909 1.35 9/30/2016 3/31/2020 £1,959 1.33 12/30/2016 3/31/2020 £1,989 1.28 |
Fair Value of Financial Instr39
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Carried at Fair Value | The following table presents the Company's financial instruments that are carried at fair value using Level 2 inputs at December 31, 2016 and 2015 (dollars in thousands): 2016 2015 Financial instruments carried at fair value using Level 2 inputs: Financial assets carried at fair value: British pound forward contracts $ 26,359 $ 1,530 Cross-currency swap contracts 680 — Total financial assets carried at fair value $ 27,039 $ 1,530 Financial liabilities carried at fair value: Interest rate swap agreements $ 15,158 $ 12,501 British pound forward purchase contracts 17 — Total financial liabilities carried at fair value $ 15,175 $ 12,501 The following table presents the Company's financial instrument carried at fair value using Level 3 inputs as of December 31, 2016 (amounts in thousands): 2016 2015 GBP USD GBP USD Financial instrument carried at fair value using Level 3 inputs: Financial liabilities carried at fair value: Accrued deferred consideration £ 25,882 $ 31,933 £ 24,200 $ 35,680 |
Schedule of Financial Instruments Carried at Historical Cost | The following table presents the carrying value and fair value using Level 2 inputs of the Company's financial instruments carried at historical cost at December 31, 2016 and 2015 (dollars in thousands): 2016 2015 Carrying Value Fair Value Carrying Value Fair Value Financial liabilities carried at historical cost: United States term loan $ 1,415,873 $ 1,422,512 $ 1,755,736 $ 1,750,040 U.K. term loan 121,149 121,594 149,500 150,030 Australia term loan — — 209,242 210,128 Australian Credit Agreement 484,703 501,909 — — Partner Loan Agreement 172,154 171,435 — — Revolving credit facility 74,297 81,192 39,737 44,833 Other debt 4,882 4,889 3,123 3,090 Total $ 2,273,058 $ 2,303,531 $ 2,157,338 $ 2,158,121 |
U.K. Pension Plan (Tables)
U.K. Pension Plan (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | |
Schedule of Funding Obligations and Assets | The following table summarizes the funding obligations and assets of the Pension Program as of December 31, 2016 and 2015 (dollars in thousands): 2016 2015 Projected benefit obligation (100%) $ 607,003 $ 580,054 Fair value of plan assets (100%) 450,281 462,177 Funded status (100%) (156,722 ) (117,877 ) Employees' share of deficit (40%) (62,689 ) (47,152 ) Net pension liability recognized in the balance sheet (60%) $ (94,033 ) $ (70,725 ) |
Schedule of Changes in Projected Benefit Obligations | The following table presents the changes in the Company's portion of the benefit obligation and fair value of plan assets of the Pension Program for the years ended December 31, 2016 and 2015 and funded status as of December 31, 2016 and 2015 (dollars in thousands): 2016 2015 Change in benefit obligations: Benefit obligation at beginning of period $ 348,033 $ 359,941 Service cost 11,816 10,911 Interest cost 10,992 8,475 Benefits paid (8,853 ) (5,890 ) Actuarial loss/(gain) 59,008 (21,731 ) Exchange rate changes (56,794 ) (3,673 ) Benefit obligation at end of year $ 364,202 $ 348,033 Change in plan assets: Fair value of plan assets at beginning of period $ 277,308 $ 274,787 Actual return on plan assets 38,360 1,609 Benefits paid (8,853 ) (5,890 ) Employer contributions 8,607 9,606 Exchange rate changes (45,253 ) (2,804 ) Fair value of plan assets at end of year $ 270,169 $ 277,308 Funded status of the Pension Plan $ (94,033 ) $ (70,725 ) |
Schedule of Changes in Fair Value of Plan Assets | The following table presents the changes in the Company's portion of the benefit obligation and fair value of plan assets of the Pension Program for the years ended December 31, 2016 and 2015 and funded status as of December 31, 2016 and 2015 (dollars in thousands): 2016 2015 Change in benefit obligations: Benefit obligation at beginning of period $ 348,033 $ 359,941 Service cost 11,816 10,911 Interest cost 10,992 8,475 Benefits paid (8,853 ) (5,890 ) Actuarial loss/(gain) 59,008 (21,731 ) Exchange rate changes (56,794 ) (3,673 ) Benefit obligation at end of year $ 364,202 $ 348,033 Change in plan assets: Fair value of plan assets at beginning of period $ 277,308 $ 274,787 Actual return on plan assets 38,360 1,609 Benefits paid (8,853 ) (5,890 ) Employer contributions 8,607 9,606 Exchange rate changes (45,253 ) (2,804 ) Fair value of plan assets at end of year $ 270,169 $ 277,308 Funded status of the Pension Plan $ (94,033 ) $ (70,725 ) |
Schedule of Amounts Recognized in Balance Sheet | The following table presents the amounts recognized for the Pension Program in the consolidated balance sheets as of December 31, 2016 and 2015 and in other comprehensive income/(loss) for the years ended December 31, 2016 and 2015 (dollars in thousands): 2016 2015 Amounts recognized in the consolidated balance sheet: Accrued expenses $ 9,047 $ 7,994 Other long-term liabilities 84,986 62,731 Total amount recognized in the consolidated balance sheet $ 94,033 $ 70,725 Amount recognized in other comprehensive income/(loss): Net actuarial (loss)/gain $ (25,234 ) $ 13,198 |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | The following table presents the amounts recognized for the Pension Program in the consolidated balance sheets as of December 31, 2016 and 2015 and in other comprehensive income/(loss) for the years ended December 31, 2016 and 2015 (dollars in thousands): 2016 2015 Amounts recognized in the consolidated balance sheet: Accrued expenses $ 9,047 $ 7,994 Other long-term liabilities 84,986 62,731 Total amount recognized in the consolidated balance sheet $ 94,033 $ 70,725 Amount recognized in other comprehensive income/(loss): Net actuarial (loss)/gain $ (25,234 ) $ 13,198 |
Schedule of Net Benefit Costs | 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 year ended December 31, 2016 and 2015 (dollars in thousands): 2016 2015 Service cost $ 11,816 $ 10,911 Interest cost 10,992 8,475 Expected return on plan assets (14,050 ) (12,029 ) Exchange rate changes 862 291 Net periodic benefit cost $ 9,620 $ 7,648 |
Schedule of Assumptions Used | The following table presents the actuarial assumptions used to compute the funded status of the Pension Program as of December 31, 2016 and 2015 : 2016 2015 Discount rate 2.7 % 3.8 % Price inflation (RPI measure) 3.3 % 3.1 % Pension increases (CPI measure) 2.2 % 2.0 % Salary increases 3.3 % 3.7 % The following table presents the actuarial assumptions used for the calculation of net periodic expense associated with Pension Program for the years ended December 31, 2016 and 2015 : 2016 2015 Discount rate 3.8 % 3.2 % Price inflation (RPI measure) 3.1 % 3.0 % Pension increases (CPI measure) 2.0 % 1.7 % Salary increases 3.7 % 3.4 % Expected return on plan assets 6.1 % 5.9 % The discount rates used by the actuaries are established by considering the yields on high quality corporate bonds having a similar duration as the expected liabilities under the Pension Program. The following table presents the change in pension liability due to one percentage point change in the discount rate and retail price index (RPI) as of December 31, 2016 (dollars in thousands): Change in Pension Liability Discount Rate +1% per annum $ (68,200 ) Discount Rate -1% per annum $ 90,400 RPI inflation +1% per annum $ 89,700 RPI inflation -1% per annum $ (69,100 ) |
Schedule of Asset Allocation Policy | The Pension Program's asset allocation policy states the assets should be allocated as follows: Percentage Asset category: Return-seeking assets 81 % Defensive/other assets 19 % Total 100 % |
Schedule of Defined Benefit Plan Expected Return on Assets | The following table provides the Pension Program's allocation of assets among the pooled investment funds and the expected return on assets for each pooled fund, net of expenses, as well as the weighted average expected return on assets used in the actuarial calculations as of December 31, 2016 and 2015 : 2016 Weighted Average Expected Yields Weighted Average Asset Allocation Weighted Average Expected Return on Plan Assets Growth, private equity and infrastructure pooled funds 7.1 % 82 % 5.8 % Defensive and government bond pooled fund plus cash 1.5 % 18 % 0.3 % Expected return on plan assets 6.1 % 2015 Weighted Average Expected Yields Weighted Average Asset Allocation Weighted Average Expected Return on Plan Assets Growth, private equity and infrastructure pooled funds 6.9 % 81 % 5.6 % Defensive and government bond pooled fund plus cash 2.8 % 19 % 0.5 % Expected return on plan assets 6.1 % |
Schedule of Allocation of Plan Assets | The following table presents the fair value of the major categories of the Pension Program's assets segregated according to the hierarchy of valuation inputs for measuring fair value as of December 31, 2016 and 2015 (dollars in thousands): 2016 2015 Growth pooled fund (a) $ 182,630 $ 182,697 Private equity pooled fund (b) 29,463 31,237 Government bond pooled fund (c) 47,030 52,463 Infrastructure pooled fund (d) 8,536 10,911 Long-term income pooled fund (e) 2,510 — Fair value of plan assets $ 270,169 $ 277,308 (a) The growth pooled fund is comprised of global equities, emerging market bonds and hedge funds. Fair value is measured using the net asset value per share. (b) The private equity pooled fund is comprised of a series of sub funds, each representing a different vintage of private equity investment. Fair value is measured using the net asset value per share. (c) 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. Fair value is measured using the net asset value per share. (d) The infrastructure pooled fund is comprised of investments in facilities, structures and services required to facilitate the orderly operation of the economy. Fair value is measured using the net asset value per share. (e) The long-term income pooled fund is comprised of investments offering inflation linkage, distributable income and are British pound denominated. Fair value is measured using the net asset value per share. |
Schedule of Expected Benefit Payments | The following benefit payments are expected to be paid between 2017 and 2026 (dollars in thousands): Amount 2017 $ 9,047 2018 $ 9,246 2019 $ 9,450 2020 $ 9,657 2021 $ 9,870 2022 - 2026 $ 52,108 |
Other Employee Benefit Progra41
Other Employee Benefit Programs (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Employee Benefits and Share-based Compensation [Abstract] | |
Defined Contribution Plan Disclosures | Company contributions to defined contribution plans in total for the years ended December 31, 2016 , 2015 and 2014 were as follows (dollars in thousands): 2016 2015 2014 Company contributions to defined contribution plans $ 9,521 $ 9,532 $ 10,400 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | The components of income before income taxes for the years ended December 31, 2016 , 2015 and 2014 were as follows (dollars in thousands): 2016 2015 2014 United States $ 273,361 $ 236,613 $ 276,594 Foreign (57,870 ) 64,318 91,519 Total $ 215,491 $ 300,931 $ 368,113 |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The components of the provision for income taxes for the years ended December 31, 2016 , 2015 and 2014 were as follows (dollars in thousands): 2016 2015 2014 United States: Current Federal $ 20,877 $ 12,003 $ 15,647 State 11,284 8,181 7,134 Deferred Federal 43,820 41,975 49,799 State 2,263 5,383 8,727 78,244 67,542 81,307 Foreign: Current 3,289 11,031 17,591 Deferred (7,138 ) (2,679 ) 8,209 (3,849 ) 8,352 25,800 Total $ 74,395 $ 75,894 $ 107,107 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The following is a summary of the effective income tax rate reconciliation for the years ended December 31, 2016 , 2015 and 2014 : 2016 2015 2014 Tax provision at statutory rate 35.0 % 35.0 % 35.0 % Effect of foreign operations 4.3 % (3.8 )% (1.7 )% Foreign valuation allowance 2.9 % 2.1 % — % Foreign goodwill impairment 2.4 % — % — % Effect of foreign tax rate change (2.0 )% (3.3 )% — % State income taxes, net of federal income tax benefit 4.1 % 3.0 % 2.8 % Benefit of track maintenance credit (13.4 )% (9.1 )% (7.3 )% Other, net 1.2 % 1.3 % 0.3 % Effective income tax rate 34.5 % 25.2 % 29.1 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The components of net deferred income taxes as of December 31, 2016 and 2015 were as follows (dollars in thousands): 2016 2015 Deferred income tax assets: Track maintenance credit carryforward $ 217,054 $ 237,411 Net operating loss carryforwards 23,168 20,810 Accruals and reserves not deducted for tax purposes until paid 15,131 14,896 Stock-based compensation 10,089 9,253 Deferred revenue 6,311 5,736 Deferred compensation 3,891 3,454 Nonshareholder contributions 1,978 2,150 Interest rate swaps — 4,223 Alternative minimum tax credit carryforward 1,592 1,592 Pension and postretirement benefits 18,693 15,411 Other 2,072 752 299,979 315,688 Valuation allowance (24,075 ) (19,315 ) Deferred income tax liabilities: Interest rate swaps (4,579 ) — Property and equipment basis difference (1,012,109 ) (967,998 ) Intangible assets basis difference (418,398 ) (302,903 ) Other (368 ) (6,338 ) Net deferred tax liabilities $ (1,159,550 ) $ (980,866 ) |
Summary of Valuation Allowance [Table Text Block] | A reconciliation of the beginning and ending amount of the Company's valuation allowance is as follows (dollars in thousands): 2016 2015 Balance at beginning of year $ 19,315 $ 14,793 (Decrease)/increase for state net operating losses (1,476 ) 89 Increase for foreign net operating losses and impairments 6,236 6,397 Decrease for certain other deferred income tax assets — (1,964 ) Balance at end of year $ 24,075 $ 19,315 |
Summary of Income Tax Contingencies [Table Text Block] | A reconciliation of the beginning and ending amount of the Company's liability for uncertain tax positions is as follows (dollars in thousands): 2016 2015 2014 Balance at beginning of year $ 4,197 $ 4,324 $ 3,155 Increase for tax positions related to prior years 3,970 — 1,169 Decrease for tax positions related to prior years (1,169 ) — — Increase/(decrease) for effects of foreign exchange rates 127 (127 ) — Balance at end of year $ 7,125 $ 4,197 $ 4,324 |
Summary of Income Tax Examinations [Table Text Block] | As of December 31, 2016 , the following tax years remain open to examination by the major taxing jurisdictions to which the Company is subject: Open Tax Years From To United States 2002 - 2016 Australia 2010 - 2016 Belgium 2014 - 2016 Canada 2009 - 2016 Germany 2010 - 2016 Mexico 2008 - 2016 Netherlands 2011 - 2016 Poland 2011 - 2016 Saudi Arabia 2015 - 2016 U.K. 2010 - 2016 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Schedule of Share-based Compensation, Stock Options, Activity | A summary of option activity under the Omnibus Plan as of December 31, 2016 and changes during the year then ended is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at beginning of year 1,203,035 $ 80.58 Granted 384,306 57.15 Exercised (142,969 ) 55.58 Expired (63,030 ) 70.01 Forfeited (23,844 ) 77.71 Outstanding at end of year 1,357,498 $ 77.12 2.9 $ 6,027 Vested or expected to vest at end of year 1,352,575 $ 77.17 2.9 $ 5,977 Exercisable at end of year 648,248 $ 84.47 2.0 $ 1,339 | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following weighted average assumptions were used to estimate the grant date fair value of options granted during the years ended December 31, 2016 , 2015 and 2014 using the Black-Scholes option pricing model: 2016 2015 2014 Expected volatility 37 % 27 % 22 % Expected term (in years) 4 4 4 Risk-free interest rate 1.08 % 1.31 % 1.20 % Expected dividend yield 0 % 0 % 0 % | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table summarizes the Company's non-vested restricted stock outstanding as of December 31, 2016 and changes during the year then ended: Shares Weighted Average Grant Date Fair Value Non-vested at beginning of year 154,801 $ 85.84 Granted 193,036 $ 57.11 Vested (73,961 ) $ 87.45 Forfeited (7,506 ) $ 79.30 Non-vested at end of year 266,370 $ 64.76 | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | The following table summarizes the Company's non-vested restricted stock units outstanding as of December 31, 2016 and changes during the year then ended: Shares Weighted Average Grant Date Fair Value Non-vested at beginning of year 47,708 $ 81.52 Granted 46,426 $ 57.11 Vested (21,018 ) $ 84.37 Forfeited (10,415 ) $ 65.78 Non-vested at end of year 62,701 $ 65.35 | |
Share-based Compensation, Performance Shares Award Unvested Activity | The following table summarizes the 2016 performance-based restricted stock units at 100% of the award amounts as of December 31, 2016 and changes during the year then ended. Actual shares that will vest depend on the level of attainment of the performance based criteria. As of December 31, 2016, the Company expects to pay out 100% of the award. Shares Weighted Average Non-vested at beginning of year — $ — Granted 27,602 $ 57.12 Vested — $ — Forfeited — $ — Non-vested at end of year 27,602 $ 57.12 | The following table summarizes the 2015 and 2014 performance-based restricted stock units at the maximum award amounts as of December 31, 2016 . Actual shares that will vest depend on the level of attainment of the performance based criteria. As of December 31, 2016 , the threshold performance for any payout on the 2015 and 2014 awards granted has not been met. Shares Weighted Average Grant Date Fair Value Non-vested at beginning of year 28,810 $ 52.55 Granted — $ — Vested — $ — Forfeited — $ — Non-vested at end of year 28,810 $ 52.55 |
Schedule of Performance-based Units Fair Value Assumptions | The following assumptions were used to estimate the grant date fair value of the performance-based restricted stock units granted during the years ended December 31, 2015 and 2014 and using the Monte Carlo simulation model: 2015 2014 Volatility of the Company's common stock 24 % 25 % Average volatility of peer group and S&P 500 companies 25 % 29 % Average correlation coefficient of peer group and S&P 500 companies 0.5 0.6 Risk-free interest rate 0.98 % 0.81 % Expected dividend yield 0 % 0 % Expected term (in years) 3 3 |
Accumulated Other Comprehensi44
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The following table sets forth accumulated other comprehensive income/(loss) included in the consolidated balance sheets as of December 31, 2016 and 2015 , respectively (dollars in thousands): Cumulative Foreign Currency Translation Adjustment Defined Benefit Plans Net Unrealized Gain/(Loss) on Cash Flow Hedges Accumulated Other Comprehensive Loss Balance, December 31, 2014 $ (70,746 ) $ 1,405 $ (2,911 ) $ (72,252 ) Other comprehensive (loss)/income before reclassifications (85,400 ) 9,526 (3,650 ) (79,524 ) Amounts reclassified from accumulated other comprehensive income, net of tax (provision)/benefit of ($41) and $1,170, respectively — 74 (b) (1,755 ) (c) (1,681 ) Change in 2015 (85,400 ) 9,600 (5,405 ) (81,205 ) Balance, December 31, 2015 $ (156,146 ) $ 11,005 $ (8,316 ) $ (153,457 ) Other comprehensive (loss)/income before reclassifications (56,154 ) (31,155 ) 14,583 (72,726 ) Amounts reclassified from accumulated other comprehensive income, net of tax (provision)/benefit of $0, ($113) and $11,637, respectively 34,638 (a) 202 (b) (19,993 ) (c) 14,847 Change in 2016 (21,516 ) (30,953 ) (5,410 ) (57,879 ) Balance, December 31, 2016 $ (177,662 ) $ (19,948 ) $ (13,726 ) $ (211,336 ) (a) Reclassification from accumulated other comprehensive loss to additional paid-in capital resulting from the issuance of a noncontrolling interest. (b) Existing net gains realized were recorded in labor and benefits on the consolidated statements of operations. (c) Existing net losses realized were recorded in interest expense on the consolidated |
Noncontrolling Interest [Member] | |
Comprehensive income/(loss) attributable to noncontrolling interest | The following table sets forth comprehensive income attributable to noncontrolling interests for the years ended December 31, 2016 , 2015 and 2014 , respectively (dollars in thousands): 2016 2015 2014 Net (loss)/income attributable to noncontrolling interest $ (41 ) $ — $ 251 Other comprehensive income/(loss): Foreign currency translation adjustment 8,805 — — Net unrealized loss on qualifying cash flow hedges, net of tax benefit of $110 (256 ) — — Comprehensive income attributable to noncontrolling interest $ 8,508 $ — $ 251 |
Supplemental Cash Flow Inform45
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table sets forth the cash paid for interest and income taxes for the years ended December 31, 2016 , 2015 and 2014 (dollars in thousands): 2016 2015 2014 Interest, net $ 65,884 $ 59,564 $ 43,076 Income taxes $ 45,738 $ 44,807 $ 36,179 |
Segment and Geographic Area I46
Segment and Geographic Area Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segments, Geographical Areas [Abstract] | |
Foreign Currency Disclosure [Text Block] | The following table reflects the average exchange rates used to translate the foreign entities respective local currency results of operations into United States dollars for the years ended December 31, 2016 , 2015 and 2014 : 2016 2015 2014 United States dollar per Australian dollar $ 0.74 $ 0.75 $ 0.90 United States dollar per British pound $ 1.36 $ 1.53 $ 1.65 United States dollar per Canadian dollar $ 0.76 $ 0.78 $ 0.91 United States dollar per Euro $ 1.11 $ 1.11 $ 1.33 |
Schedule of Segment Reporting Information, by Segment | The following tables set forth results from the Company's North American Operations segment, Australian Operations segment and U.K./European Operations segment for the years ended December 31, 2016 , 2015 and 2014 (dollars in thousands): December 31, 2016 North American Operations Australian Operations U.K./European Operations Total Operations Operating revenues: Freight revenues $ 913,619 $ 120,622 $ 337,325 $ 1,371,566 Freight-related revenues 258,922 95,776 181,661 536,359 All other revenues 64,223 6,188 23,191 93,602 Total operating revenues $ 1,236,764 $ 222,586 $ 542,177 $ 2,001,527 Operating income/(loss) $ 319,551 $ 4,810 $ (34,749 ) $ 289,612 Depreciation and amortization $ 147,527 $ 30,863 $ 26,798 $ 205,188 Interest expense, net $ 40,985 $ 13,958 $ 19,591 $ 74,534 Provision for/(benefit from) income taxes $ 80,701 $ 988 $ (7,294 ) $ 74,395 Cash expenditures for additions to property & equipment, net of grants from outside parties $ 137,334 $ 11,285 $ 34,831 $ 183,450 December 31, 2015 North American Operations Australian Operations U.K./European Operations Total Operations Operating revenues: Freight revenues $ 949,028 $ 146,850 $ 304,669 $ 1,400,547 Freight-related revenues 227,154 87,616 187,313 502,083 All other revenues 65,633 8,486 23,652 97,771 Total operating revenues $ 1,241,815 $ 242,952 $ 515,634 $ 2,000,401 Operating income $ 297,486 $ 54,842 $ 31,933 $ 384,261 Depreciation and amortization $ 141,814 $ 27,425 $ 19,296 $ 188,535 Loss on settlement of foreign currency forward purchase contracts $ 16,374 $ 2,312 $ — $ 18,686 Interest expense, net $ 39,651 $ 8,976 $ 17,965 $ 66,592 Provision for/(benefit from) income taxes $ 69,552 $ 12,890 $ (6,548 ) $ 75,894 Cash expenditures for additions to property & equipment, net of grants from outside parties $ 266,548 $ 31,179 $ 32,035 $ 329,762 December 31, 2014 North American Operations Australian Operations U.K./European Operations Total Operations Operating revenues: Freight revenues $ 1,008,236 $ 243,705 $ — $ 1,251,941 Freight-related revenues 214,388 55,461 20,938 290,787 All other revenues 82,137 14,104 43 96,284 Total operating revenues $ 1,304,761 $ 313,270 $ 20,981 $ 1,639,012 Operating income/(loss) $ 333,194 $ 90,396 $ (2,019 ) $ 421,571 Depreciation and amortization $ 127,421 $ 28,095 $ 1,565 $ 157,081 Interest expense, net $ 41,732 $ 12,152 $ 833 $ 54,717 Provision for/(benefit from) income taxes $ 86,363 $ 23,443 $ (2,699 ) $ 107,107 Cash expenditures for additions to property & equipment, net of grants from outside parties $ 277,725 $ 24,930 $ 864 $ 303,519 |
Property and Equipment by Segment | The following table sets forth the property and equipment recorded in the consolidated balance sheets as of December 31, 2016 and 2015 (dollars in thousands): December 31, 2016 North American Operations Australian Operations U.K./European Operations Total Property and equipment, net $ 3,590,625 $ 634,148 $ 278,546 $ 4,503,319 December 31, 2015 North American Operations Australian Operations U.K./European Operations Total Operations Property and equipment, net $ 3,433,669 $ 465,123 $ 316,271 $ 4,215,063 |
Operating Revenues by Geographic Area | Operating revenues for each geographic area for the years ended December 31, 2016 , 2015 and 2014 were as follows (dollars in thousands): 2016 2015 2014 Amount % of Total Amount % of Total Amount % of Total Operating revenues: United States $ 1,142,141 57.1 % $ 1,143,056 57.1 % $ 1,188,084 72.5 % Non-United States: Australia $ 222,586 11.1 % $ 242,952 12.1 % $ 313,270 19.1 % Canada 94,623 4.7 % 98,759 5.0 % 116,677 7.1 % U.K. 378,551 18.9 % 340,747 17.0 % — — % Netherlands 101,837 5.1 % 119,421 6.0 % 17,693 1.1 % Other 61,789 3.1 % 55,466 2.8 % 3,288 0.2 % Total Non-United States $ 859,386 42.9 % $ 857,345 42.9 % $ 450,928 27.5 % Total operating revenues $ 2,001,527 100.0 % $ 2,000,401 100.0 % $ 1,639,012 100.0 % |
Property and Equipment by Geographic Area | Property and equipment for each geographic area as of December 31, 2016 and 2015 were as follows (dollars in thousands): 2016 2015 Amount % of Total Amount % of Total Property and equipment located in: United States $ 3,353,296 74.4 % $ 3,202,963 76.0 % Non-United States: Australia $ 634,148 14.1 % $ 465,123 11.0 % Canada 237,328 5.3 % 230,706 5.5 % U.K. 264,954 5.9 % 303,210 7.2 % Other 13,593 0.3 % 13,061 0.3 % Total Non-United States $ 1,150,023 25.6 % $ 1,012,100 24.0 % Total property and equipment, net $ 4,503,319 100.0 % $ 4,215,063 100.0 % |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | The following table sets forth the Company's quarterly results for the years ended December 31, 2016 and 2015 (dollars in thousands, except per share data): First Quarter Second Quarter Third Quarter Fourth Quarter 2016 Operating revenues $ 482,616 $ 501,375 $ 501,002 $ 516,534 Operating income $ 56,996 $ 87,194 $ 91,851 $ 53,571 Net income attributable to G&W $ 27,019 $ 48,399 $ 56,785 $ 8,934 Basic earnings per common share attributable to G&W $ 0.47 $ 0.85 $ 0.99 $ 0.15 Diluted earnings per common share attributable to G&W $ 0.47 $ 0.83 $ 0.98 $ 0.15 2015 Operating revenues $ 397,030 $ 542,219 $ 546,299 $ 514,853 Operating income $ 72,620 $ 99,451 $ 117,559 $ 94,631 Net income attributable to G&W $ 23,904 $ 52,837 $ 63,362 $ 84,934 Basic earnings per common share attributable to G&W $ 0.43 $ 0.94 $ 1.12 $ 1.49 Diluted earnings per common share attributable to G&W $ 0.42 $ 0.92 $ 1.10 $ 1.47 |
Business and Customers (Details
Business and Customers (Details) | 12 Months Ended | |||
Dec. 31, 2016mileemployeeregionrailroadstateportprovincescustomerreportable_segment | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 01, 2016 | |
Number of railroads operated | railroad | 122 | |||
Number of operating regions | region | 10 | |||
Number of employees | employee | 7,300 | |||
Customers served | customer | 3,000 | |||
Number of reportable segments | reportable_segment | 3 | |||
Noncontrolling Interest, Ownership Percentage by Parent | 51.10% | |||
Ports operated | port | 40 | |||
Customer Concentration Risk [Member] | ||||
10 largest customers % of revenues | 22.00% | 22.00% | 24.00% | |
United States [Member] | ||||
Number of States in which Entity Operates | state | 41 | |||
Canada [Member] | ||||
Number of Provinces in which Entity Operates | provinces | 4 | |||
North American [Member] | ||||
Short Line and Regional Freight Railroad | 115 | |||
Track miles | mile | 13,000 | |||
Australia [Member] | ||||
Track miles | mile | 1,400 | |||
North American Operations [Member] | ||||
Number of operating regions | provinces | 8 | |||
MIRA [Member] | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 48.90% |
Significant Accounting Polici49
Significant Accounting Policies Property and Equipment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2014 | |
Material Losses Incurred Through Dispositions From Unanticipated or Unusual Events | $ 0 | $ 0 | |
Australian Operations [Member] | |||
Asset Impairment Charges | $ 13,000,000 |
Significant Accounting Polici50
Significant Accounting Policies Goodwill and Indefinite-Lived Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill, Impairment Loss | $ 14,482,000 | ||
Impairment resulting from annual impairment test | $ 0 | $ 0 |
Significant Accounting Polici51
Significant Accounting Policies Amortizable Intangible Assets (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
ERS Railways [Member] | U.K./European Operations [Member] | Customer contracts and relationships [Member] | |
Impairment of Intangible Assets, Finite-lived | $ 4.1 |
Significant Accounting Polici52
Significant Accounting Policies Insurance (Details) $ in Millions | Dec. 31, 2016USD ($) |
Liability Policies [Member] | |
Supplemental Information for Property, Casualty Insurance Underwriters [Line Items] | |
Self-insured retention, maximum per incident | $ 2.5 |
Property policies [Member] | |
Supplemental Information for Property, Casualty Insurance Underwriters [Line Items] | |
Self-insured retention, maximum per incident | $ 2.5 |
Significant Accounting Polici53
Significant Accounting Policies Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income Tax Policy [Abstract] | |
Deferred Tax Liability Not Recognized, Amount of Unrecognized Deferred Tax Liability, Undistributed Earnings of Foreign Subsidiaries | $ 0 |
Deferred Tax Liability Not Recognized, Determination of Deferred Tax Liability is Not Practicable, Undistributed Earnings of Foreign Subsidiaries | the amount of the tax and credits is not practicable to determine |
Undistributed Earnings of Foreign Subsidiaries | $ 267,100,000 |
Changes in Operations United St
Changes in Operations United States P&W (Details) $ / shares in Units, $ in Thousands | Nov. 01, 2016USD ($)mileemployeeportlocomotivecarload$ / shares | Dec. 31, 2016USD ($)employee | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)employee | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Revenues | $ 516,534 | $ 501,002 | $ 501,375 | $ 482,616 | $ 514,853 | $ 546,299 | $ 542,219 | $ 397,030 | ||||
Operating Income/(Loss) | $ 53,571 | $ 91,851 | $ 87,194 | $ 56,996 | 94,631 | $ 117,559 | $ 99,451 | $ 72,620 | $ 289,612 | $ 384,261 | $ 421,571 | |
Entity Number of Employees | employee | 7,300 | 7,300 | ||||||||||
Goodwill | $ 1,125,596 | $ 826,575 | $ 1,125,596 | $ 826,575 | $ 628,815 | |||||||
Providence and Worcester Railroad [Member] | ||||||||||||
Business Acquisition, Effective Date of Acquisition | Nov. 1, 2016 | |||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||||||
Business Acquisition, Share Price | $ / shares | $ 25 | |||||||||||
Cash consideration | $ 126,200 | |||||||||||
Revenues | 5,200 | |||||||||||
Operating Income/(Loss) | (300) | |||||||||||
Business Combination, Acquisition Related Costs | $ 2,000 | |||||||||||
Entity Number of Employees | employee | 140 | |||||||||||
Entity Number of Locomotives Owned or Leased | locomotive | 32 | |||||||||||
Track Miles Owned | mile | 163 | |||||||||||
Track Miles Leased | mile | 350 | |||||||||||
Annual carloads transported | carload | 44,000 | |||||||||||
Number of Ports With Provided Rail Service | port | 3 | |||||||||||
Cash and cash equivalents | $ 1,529 | |||||||||||
Accounts receivable | 4,011 | |||||||||||
Materials and supplies | 1,048 | |||||||||||
Prepaid expenses and other | 648 | |||||||||||
Property and equipment | 127,020 | |||||||||||
Goodwill | 26,969 | |||||||||||
Total Assets | 161,225 | |||||||||||
Accounts payable and accrued expenses | 8,505 | |||||||||||
Deferred income tax liabilities, net | 26,569 | |||||||||||
Net assets | $ 126,151 |
Changes in Operations United 55
Changes in Operations United States Pinsly (Details) - USD ($) $ in Thousands | Jan. 05, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Revenues | $ 516,534 | $ 501,002 | $ 501,375 | $ 482,616 | $ 514,853 | $ 546,299 | $ 542,219 | $ 397,030 | ||||
Operating Income | $ 53,571 | $ 91,851 | $ 87,194 | $ 56,996 | $ 94,631 | $ 117,559 | $ 99,451 | $ 72,620 | $ 289,612 | $ 384,261 | $ 421,571 | |
Pinsly [Member] | ||||||||||||
Business Acquisition, Effective Date of Acquisition | Jan. 5, 2015 | |||||||||||
Cash consideration | $ 41,300 | |||||||||||
Revenues | 14,500 | |||||||||||
Operating Income | $ 2,600 |
Changes in Operations United 56
Changes in Operations United States RCP&E (Details) - USD ($) $ in Thousands | May 31, 2014 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Revenues | $ 516,534 | $ 501,002 | $ 501,375 | $ 482,616 | $ 514,853 | $ 546,299 | $ 542,219 | $ 397,030 | ||||
Operating Income | $ 53,571 | $ 91,851 | $ 87,194 | $ 56,996 | $ 94,631 | $ 117,559 | $ 99,451 | $ 72,620 | $ 289,612 | $ 384,261 | $ 421,571 | |
RCP&E [Member] | ||||||||||||
Business Acquisition, Effective Date of Acquisition | May 30, 2014 | |||||||||||
Cash consideration | 218,600 | |||||||||||
Revenues | 69,900 | |||||||||||
Operating Income | $ 17,200 |
Changes in Operations Australia
Changes in Operations Australia GRail (Details) $ in Thousands, carload in Millions, AUD in Millions | Dec. 01, 2016AUDwagonlocomotiveTrain_Sets$ / AUD | Dec. 01, 2016USD ($)wagonlocomotiveTrain_Sets$ / AUD | Dec. 31, 2016AUD | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($)$ / AUD | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($)$ / £ | Dec. 31, 2016AUDcarload | Dec. 31, 2016USD ($)carload | Dec. 31, 2015USD ($)$ / AUD | Dec. 31, 2014USD ($) | Dec. 31, 2016USD ($) | Mar. 25, 2015$ / £ |
Foreign Currency Exchange Rate, Translation | 0.74 | 0.74 | 0.75 | 1.51 | 0.75 | 1.49 | |||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 51.10% | 51.10% | |||||||||||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 50.60% | 50.60% | |||||||||||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 0.50% | 0.50% | |||||||||||||||
Amounts reclassified from accumulated other comprehensive income, net of tax | $ 14,847 | $ (1,681) | |||||||||||||||
Debt Issuance Costs, Gross | $ 28,248 | 28,248 | $ 42,495 | ||||||||||||||
Proceeds from noncontrolling interest | 476,828 | 0 | $ 0 | ||||||||||||||
Revenues | $ 516,534 | $ 501,002 | $ 501,375 | $ 482,616 | 514,853 | $ 546,299 | $ 542,219 | $ 397,030 | |||||||||
Operating Income/(Loss) | $ 53,571 | $ 91,851 | $ 87,194 | $ 56,996 | 94,631 | $ 117,559 | $ 99,451 | $ 72,620 | 289,612 | 384,261 | $ 421,571 | ||||||
Credit Agreement [Member] | |||||||||||||||||
Long-term Debt, Gross | 2,177,724 | 2,177,724 | 1,630,406 | ||||||||||||||
Credit Agreement [Member] | Australian Term Loan [Member] | |||||||||||||||||
Long-term Debt, Gross | AUD | AUD 250 | AUD 250 | |||||||||||||||
Repayments of Debt | 250 | 185,300 | |||||||||||||||
Australia Credit Agreement | |||||||||||||||||
Debt Instrument, Term | 5 years | 5 years | |||||||||||||||
Proceeds from Issuance of Debt | AUD 690 | 690 | 511,400 | ||||||||||||||
Long-term Debt, Gross | $ 0 | 0 | 498,801 | ||||||||||||||
Partnership [Member] | |||||||||||||||||
Enterprise Value Partnership Amount | 2,019.2 | 1,496,400 | |||||||||||||||
MIRA [Member] | |||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 48.90% | 48.90% | |||||||||||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 48.40% | 48.40% | |||||||||||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 0.50% | 0.50% | |||||||||||||||
Noncontrolling Interest in Operating Partnerships, carrying value | 383.4 | 383.4 | 284,100 | ||||||||||||||
Noncontrolling interest in Operating Partnerships, fair value | 405.4 | 405.4 | 300,400 | ||||||||||||||
Noncontrolling interest in Operating Partnerships, increase to accumulated equity | 22 | 22 | 16,300 | ||||||||||||||
Proceeds from noncontrolling interest | 643.5 | 476,900 | |||||||||||||||
GRail [Member] | |||||||||||||||||
Business Acquisition, Effective Date of Acquisition | Dec. 1, 2016 | Dec. 1, 2016 | |||||||||||||||
Business Combination, Consideration Transferred | AUD | AUD 1,300 | 1,140 | |||||||||||||||
Percentage Consolidated | 100.00% | 100.00% | |||||||||||||||
Debt Issuance Costs, Gross | AUD | 18.5 | 18.5 | |||||||||||||||
Business Combination, Consideration Transferred, Working Capital Adjustment | AUD | AUD 4 | ||||||||||||||||
Business Combination, Acquisition Related Costs | AUD | 13.2 | ||||||||||||||||
Cash consideration | AUD 1,140 | $ 844,900 | 88.2 | 65,300 | |||||||||||||
Business Acquisition, Transaction Costs | AUD 31.7 | AUD 31.7 | $ 23,400 | ||||||||||||||
Business Combination, Rail Haulage Contract, Term of Contract | 20 years | 20 years | |||||||||||||||
Business Combination, Rail Haulage Contract, Period of Minimum Guaranteed Volumes | 18 years | 18 years | |||||||||||||||
Entity Number of Train Sets Owned or Leased | Train_Sets | 9 | 9 | |||||||||||||||
Entity Number of Locomotives Owned or Leased | locomotive | 30 | 30 | |||||||||||||||
Entity Number of Wagons Owned or Leased | wagon | 894 | 894 | |||||||||||||||
Revenues | 7,000 | ||||||||||||||||
Operating Income/(Loss) | $ (1,100) | ||||||||||||||||
GRail [Member] | Steam Coal [Domain] | |||||||||||||||||
Annual Tonnes Hauled | carload | 40 | 40 | |||||||||||||||
GRail [Member] | Subsidiaries [Member] | |||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | AUD 597.5 | $ 442,800 | |||||||||||||||
Cumulative Foreign Currency Translation Adjustment [Member] | |||||||||||||||||
Amounts reclassified from accumulated other comprehensive income, net of tax | $ 34,638 | $ 0 |
Changes in Operations Austral58
Changes in Operations Australia GRail Fair Values Assigned (Details) AUD in Thousands, $ in Thousands | Dec. 01, 2016AUD | Dec. 31, 2016USD ($) | Dec. 01, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Goodwill | $ 1,125,596 | $ 826,575 | $ 628,815 | ||
GRail [Member] | |||||
Accounts receivable | AUD 1,556 | $ 1,153 | |||
Materials and supplies | 411 | 305 | |||
Property and equipment | 279,592 | 207,206 | |||
Goodwill | 415,959 | 308,267 | |||
Total Assets | 1,332,518 | 987,530 | |||
Accounts payable and accrued expenses | 5,771 | 4,277 | |||
Deferred income tax liabilities, net | 190,551 | 141,217 | |||
Net assets | 1,136,196 | $ 842,036 | |||
Customer Contracts [Member] | GRail [Member] | |||||
Intangible assets | AUD 635,000 | $ 470,599 |
Changes in Operations Austral59
Changes in Operations Australia Arrium (Details) $ in Thousands, AUD in Millions | 3 Months Ended | 12 Months Ended | 48 Months Ended | |||||
Mar. 31, 2016USD ($) | Dec. 31, 2017AUD | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015AUDcarload | Dec. 31, 2015USD ($)carload | Dec. 31, 2014USD ($) | Dec. 31, 2014USD ($) | |
Operating revenues | $ 2,001,527 | $ 2,000,401 | $ 1,639,012 | |||||
Provision for Doubtful Accounts | 19,655 | 7,512 | 5,191 | |||||
Australian Operations [Member] | ||||||||
Operating revenues | $ 222,586 | $ 242,952 | $ 313,270 | |||||
Asset Impairment Charges | $ 13,000 | |||||||
Provision for Doubtful Accounts | $ 8,100 | |||||||
Arrium Limited [Member] | ||||||||
Amount invested in capital project | $ 78,000 | |||||||
Annual carloads transported | carload | 8,300 | 8,300 | ||||||
Operating revenues | AUD 83 | $ 62,000 | ||||||
Arrium Limited [Member] | Scenario, Forecast [Member] | ||||||||
Operating revenues | AUD 40 | $ 29,000 |
Changes in Operations U.K_Europ
Changes in Operations U.K/Europe Pentalver (Details) £ in Millions, $ in Millions | Dec. 12, 2016GBP (£)aemployeeseaport | Dec. 12, 2016USD ($)aemployeeseaport | Dec. 31, 2016employee |
Entity Number of Employees | 7,300 | ||
Pentalver Transport Limited [Member] | |||
Business Acquisition, Date of Acquisition Agreement | Dec. 12, 2016 | ||
Cash consideration | £ 87 | $ 107 | |
Number of Major Seaports | seaport | 4 | 4 | |
Number of trucks | 150 | 150 | |
Entity Number of Employees | 600 | 600 | |
Pentalver Transport Limited [Member] | Minimum [Member] | |||
Acres of Land Owned | a | 100 | 100 | |
Freightliner [Member] | |||
Number of trucks | 250 | 250 |
Changes in Operations U.K_Eur61
Changes in Operations U.K/Europe ERS Intermodal Business & UK Coal (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2017 | |
Goodwill, Impairment Loss | $ 14,482 | |
ERS Railways [Member] | ||
Goodwill, Impairment Loss | 14,500 | |
ERS Railways [Member] | U.K./European Operations [Member] | ||
Asset Impairment Charges | 21,500 | |
Goodwill, Impairment Loss | 14,482 | |
ERS Railways [Member] | U.K./European Operations [Member] | Customer contracts and relationships [Member] | ||
Impairment of Intangible Assets, Finite-lived | 4,100 | |
ERS Railways [Member] | U.K./European Operations [Member] | Scenario, Forecast [Member] | Minimum [Member] | ||
Restructuring and Related Cost, Expected Cost | $ 3,000 | |
ERS Railways [Member] | U.K./European Operations [Member] | Scenario, Forecast [Member] | Maximum [Member] | ||
Restructuring and Related Cost, Expected Cost | $ 4,000 | |
U.K Coal [Member] | U.K./European Operations [Member] | ||
Asset Impairment Charges | 14,700 | |
Charges associated with write off of leased railcars | 10,500 | |
Restructuring Costs | $ 4,200 |
Changes in Operations U.K_Eur62
Changes in Operations U.K/Europe Freightliner (Details) £ in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016USD ($)locomotiverail_caremployee | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($)locomotiverail_car$ / AUD | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015GBP (£)$ / £ | Mar. 31, 2015USD ($)$ / £ | Dec. 31, 2015USD ($)locomotiverail_car$ / AUD | Dec. 31, 2016USD ($)locomotiverail_caremployee | Dec. 31, 2015USD ($)locomotiverail_car$ / AUD | Dec. 31, 2014USD ($)locomotiverail_car | Dec. 01, 2016$ / AUD | Mar. 25, 2015GBP (£)locomotiverail_caremployee$ / £ | Mar. 25, 2015USD ($)locomotiverail_caremployee$ / £ | |
Number of employees | employee | 7,300 | 7,300 | ||||||||||||||
Leased locomotives | locomotive | 309 | 333 | 333 | 309 | 333 | 162 | ||||||||||
Leased railcars | rail_car | 20,738 | 21,819 | 21,819 | 20,738 | 21,819 | 18,583 | ||||||||||
Foreign Currency Exchange Rate, Translation | 0.75 | 1.51 | 1.51 | 0.75 | 0.75 | 0.74 | 1.49 | 1.49 | ||||||||
Revenues | $ 516,534 | $ 501,002 | $ 501,375 | $ 482,616 | $ 514,853 | $ 546,299 | $ 542,219 | $ 397,030 | ||||||||
Operating Income | $ 53,571 | $ 91,851 | $ 87,194 | $ 56,996 | $ 94,631 | $ 117,559 | $ 99,451 | $ 72,620 | $ 289,612 | $ 384,261 | $ 421,571 | |||||
Loss on settlement of foreign currency forward purchase contracts | $ 0 | 18,686 | $ 0 | |||||||||||||
Freightliner [Member] | ||||||||||||||||
Business Acquisition, Effective Date of Acquisition | Mar. 25, 2015 | Mar. 25, 2015 | ||||||||||||||
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% | ||||||||||||||
Number of employees | employee | 2,500 | 2,500 | ||||||||||||||
Leased locomotives | locomotive | 250 | 250 | ||||||||||||||
Electric locomotives | locomotive | 45 | 45 | ||||||||||||||
Leased railcars | rail_car | 5,500 | 5,500 | ||||||||||||||
Cash consideration | £ 492,083 | $ 733,006 | ||||||||||||||
Deferred consideration | 24,200 | 36,048 | ||||||||||||||
Total consideration | £ 516,283 | $ 769,054 | ||||||||||||||
Business Combination, Contingent Consideration, Liability, Noncurrent | £ 24,200 | $ 36,000 | ||||||||||||||
Revenues | $ 531,300 | |||||||||||||||
Operating Income | $ 33,400 | |||||||||||||||
Business Combination, Acquisition Related Costs | 12,600 | |||||||||||||||
Business Combination, Integration Related Costs | 2,600 | |||||||||||||||
Loss on settlement of foreign currency forward purchase contracts | $ 18,700 |
Changes in Operations Pro Forma
Changes in Operations Pro Forma (Details) $ / shares in Units, $ in Thousands, AUD in Millions | 12 Months Ended | |||||
Dec. 31, 2016AUD | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)$ / shares$ / AUD | Dec. 01, 2016$ / AUD | Mar. 31, 2015$ / £ | Mar. 25, 2015$ / £ | |
Operating revenues | $ 2,052,840 | $ 2,203,822 | ||||
Net income attributable to Genesee & Wyoming Inc. | $ 136,559 | $ 224,202 | ||||
Basic earnings per common share | $ / shares | $ 2.38 | $ 3.95 | ||||
Diluted earnings per common share | $ / shares | $ 2.34 | $ 3.88 | ||||
Foreign Currency Exchange Rate, Translation | 0.75 | 0.74 | 1.51 | 1.49 | ||
Freightliner [Member] | Acquisition-related Costs [Member] | Pro Forma [Member] | ||||||
Net income attributable to Genesee & Wyoming Inc. | $ (9,100) | |||||
Business Acquisition, Pro Forma Net Income (Loss) Before Tax | (12,200) | |||||
GRail [Member] | ||||||
Business Combination, Acquisition Related Costs | AUD | AUD 13.2 | |||||
GRail [Member] | Acquisition-related Costs [Member] | Pro Forma [Member] | ||||||
Net income attributable to Genesee & Wyoming Inc. | $ (15,600) | (16,900) | ||||
Business Acquisition, Pro Forma Net Income (Loss) Before Tax | $ (16,300) | (17,600) | ||||
Freightliner [Member] | ||||||
Business Combination, Acquisition Related Costs | 12,600 | |||||
Freightliner [Member] | Acquisition-related Costs [Member] | Pro Forma [Member] | ||||||
Net income attributable to Genesee & Wyoming Inc. | (9,500) | |||||
Business Acquisition, Pro Forma Net Income (Loss) Before Tax | (12,600) | |||||
Freightliner [Member] | Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net [Member] | Pro Forma [Member] | ||||||
Net income attributable to Genesee & Wyoming Inc. | (11,600) | |||||
Business Acquisition, Pro Forma Net Income (Loss) Before Tax | $ (18,700) |
Earnings Per Common Share Basic
Earnings Per Common Share Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerators: [Abstract] | |||||||||||
Net income attributable to Genesee & Wyoming Inc. | $ 8,934 | $ 56,785 | $ 48,399 | $ 27,019 | $ 84,934 | $ 63,362 | $ 52,837 | $ 23,904 | $ 141,137 | $ 225,037 | $ 260,755 |
Denominators: [Abstract] | |||||||||||
Weighted average Class A common shares outstanding-Basic | 57,324 | 56,734 | 55,305 | ||||||||
Weighted average Class B common shares outstanding | 790 | 884 | 1,305 | ||||||||
Dilutive effect of employee stock-based awards | 142 | 230 | 362 | ||||||||
Weighted average shares—Diluted | 58,256 | 57,848 | 56,972 | ||||||||
Earnings per common share attributable to Genesee & Wyoming Inc. common stockholders: | |||||||||||
Basic earnings per common share attributable to Genesee & Wyoming Inc. common stockholders: (US$ per share) | $ 0.15 | $ 0.99 | $ 0.85 | $ 0.47 | $ 1.49 | $ 1.12 | $ 0.94 | $ 0.43 | $ 2.46 | $ 3.97 | $ 4.71 |
Diluted earnings per common share attributable to Genesee & Wyoming Inc. common stockholders: (US$ per share) | $ 0.15 | $ 0.98 | $ 0.83 | $ 0.47 | $ 1.47 | $ 1.10 | $ 0.92 | $ 0.42 | $ 2.42 | $ 3.89 | $ 4.58 |
Earnings Per Common Share Sched
Earnings Per Common Share Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | |||
Potential issuable common shares used to calculate weighted average share equivalents | 1,477 | 1,280 | 1,063 |
Earnings Per Common Share Anti-
Earnings Per Common Share Anti-dilutive Shares (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive shares | 1,185 | 687 | 304 |
Earnings Per Common Share Commo
Earnings Per Common Share Common Stock (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Class A Common Stock [Member] | ||
Common Stock, Voting Rights | 1 | 1 |
Class B Common Stock [Member] | ||
Common Stock, Voting Rights | 10 | 10 |
Earnings Per Common Share Offer
Earnings Per Common Share Offerings (Details) | Dec. 12, 2016USD ($)$ / sharesshares | Sep. 19, 2012USD ($)Tangible_Equty_Unit | Dec. 31, 2016shares | Dec. 31, 2015shares | Dec. 31, 2014shares |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Weighted average shares—Basic | 57,324,000 | 56,734,000 | 55,305,000 | ||
Tangible Equity Units [Member] | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
TEUs Issued During Period, TEUs, New Issues | Tangible_Equty_Unit | 2,300,000 | ||||
TEUs, Stated Amount, Per Unit Value | $ | $ 100 | ||||
Tangible Equity Units [Member] | Underwriter's exercise of over-allotment option [Member] | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
TEUs Issued During Period, TEUs, New Issues | Tangible_Equty_Unit | 300,000 | ||||
Settlement of the prepaid stock purchase contract component of the TEUs [Member] | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Weighted average shares—Basic | 2,841,650 | ||||
Class A Common Stock [Member] | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Weighted average shares—Basic | 131,148 | ||||
Class A Common Stock [Member] | Common Stock [Member] | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Stock issued during period, shares | 4,000,000 | 4,000,000 | |||
Shares Issued, Price Per Share | $ / shares | $ 75 | ||||
Net proceeds from issuance of common stock | $ | $ 285,800,000 | ||||
Weighted average shares—Basic | 3,539,240 | ||||
Class A Common Stock [Member] | Settlement of the prepaid stock purchase contract component of the TEUs [Member] | Common Stock [Member] | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Conversion of shares to Class A Common Stock, shares | 3,539,240 |
Earnings Per Common Share Share
Earnings Per Common Share Shares Repurchase (Details) $ in Millions | Dec. 31, 2016USD ($) |
Class A Common Stock [Member] | |
Equity, Class of Treasury Stock [Line Items] | |
Stock Repurchase Program, Authorized Amount | $ 300 |
Accounts Receivable Accounts 70
Accounts Receivable Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total accounts receivable | $ 375,993 | $ 388,671 | ||
Allowance for doubtful accounts | (12,070) | (6,213) | $ (5,826) | $ (3,755) |
Accounts receivable, net | 363,923 | 382,458 | ||
Accounts receivable - trade [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total accounts receivable | 353,347 | 339,100 | ||
Accounts receivable - grants from outside parties [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total accounts receivable | 10,652 | 22,997 | ||
Accounts receivable - insurance and other third party claims [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total accounts receivable | 11,994 | $ 26,574 | ||
GRail [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable, net | 12,000 | |||
P&W [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable, net | $ 6,800 |
Accounts Receivable Grants from
Accounts Receivable Grants from Outside Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Receivables [Abstract] | |||
Grant Proceeds From Outside Parties | $ 36,094 | $ 41,742 | $ 27,980 |
Amortization of deferred grants included as offset to depreciation expense | $ 13,465 | $ 10,691 | $ 10,364 |
Accounts Receivable Insurance a
Accounts Receivable Insurance and Third Party Claims (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Total accounts receivable | $ 375,993 | $ 388,671 | |
Proceeds from insurance | 15,200 | 10,400 | $ 13,600 |
Accounts receivable - insurance and other third party claims [Member] | |||
Total accounts receivable | 11,994 | $ 26,574 | |
North American Operations [Member] | Accounts receivable - insurance and other third party claims [Member] | |||
Total accounts receivable | 5,500 | ||
U.K./European Operations [Member] | Accounts receivable - insurance and other third party claims [Member] | |||
Total accounts receivable | 5,600 | ||
Australian Operations [Member] | Accounts receivable - insurance and other third party claims [Member] | |||
Total accounts receivable | $ 800 |
Accounts Receivable Allowance f
Accounts Receivable Allowance for Doubtful Accounts (Details) $ in Thousands, AUD in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016USD ($) | Dec. 31, 2016AUD | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||||
Balance, beginning of year | $ 6,213 | $ 6,213 | $ 5,826 | $ 3,755 | |
Provisions | 19,655 | 7,512 | 5,191 | ||
Charges | (13,798) | (7,125) | (3,120) | ||
Balance, end of year | 12,070 | $ 6,213 | $ 5,826 | ||
Australian Operations [Member] | |||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||||
Provisions | $ 8,100 | ||||
Arrium Limited [Member] | Australian Operations [Member] | |||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||||
Charges | AUD (10.9) | $ (7,900) |
Property and Equipment and Le74
Property and Equipment and Leases Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Gross Book Value | $ 5,479,665,000 | $ 5,012,312,000 | |
Accumulated Depreciation | (976,346,000) | (797,249,000) | |
Net Book Value | 4,503,319,000 | 4,215,063,000 | |
Depreciation expense | 172,300,000 | 159,100,000 | $ 135,000,000 |
Land and land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Gross Book Value | 735,054,000 | 648,498,000 | |
Accumulated Depreciation | 0 | 0 | |
Net Book Value | 735,054,000 | 648,498,000 | |
Buildings and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Gross Book Value | 214,980,000 | 238,272,000 | |
Accumulated Depreciation | (43,431,000) | (32,624,000) | |
Net Book Value | 171,549,000 | 205,648,000 | |
Bridges/tunnels/culverts | |||
Property, Plant and Equipment [Line Items] | |||
Gross Book Value | 692,324,000 | 662,287,000 | |
Accumulated Depreciation | (103,521,000) | (85,040,000) | |
Net Book Value | 588,803,000 | 577,247,000 | |
Track property | |||
Property, Plant and Equipment [Line Items] | |||
Gross Book Value | 2,639,961,000 | 2,508,100,000 | |
Accumulated Depreciation | (477,366,000) | (403,778,000) | |
Net Book Value | 2,162,595,000 | 2,104,322,000 | |
Total property | |||
Property, Plant and Equipment [Line Items] | |||
Gross Book Value | 4,282,319,000 | 4,057,157,000 | |
Accumulated Depreciation | (624,318,000) | (521,442,000) | |
Net Book Value | 3,658,001,000 | 3,535,715,000 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross Book Value | 20,449,000 | 18,633,000 | |
Accumulated Depreciation | (14,927,000) | (11,709,000) | |
Net Book Value | 5,522,000 | 6,924,000 | |
Locomotives and railcars | |||
Property, Plant and Equipment [Line Items] | |||
Gross Book Value | 893,911,000 | 653,077,000 | |
Accumulated Depreciation | (217,704,000) | (173,214,000) | |
Net Book Value | 676,207,000 | 479,863,000 | |
Vehicles and mobile equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross Book Value | 72,388,000 | 65,241,000 | |
Accumulated Depreciation | (41,257,000) | (34,656,000) | |
Net Book Value | 31,131,000 | 30,585,000 | |
Signals and crossing equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross Book Value | 72,210,000 | 69,315,000 | |
Accumulated Depreciation | (37,632,000) | (30,754,000) | |
Net Book Value | 34,578,000 | 38,561,000 | |
Track equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross Book Value | 48,931,000 | 28,440,000 | |
Accumulated Depreciation | (15,663,000) | (11,628,000) | |
Net Book Value | 33,268,000 | 16,812,000 | |
Other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross Book Value | 57,547,000 | 73,405,000 | |
Accumulated Depreciation | (24,845,000) | (13,846,000) | |
Net Book Value | 32,702,000 | 59,559,000 | |
Total equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross Book Value | 1,165,436,000 | 908,111,000 | |
Accumulated Depreciation | (352,028,000) | (275,807,000) | |
Net Book Value | 813,408,000 | 632,304,000 | |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross Book Value | 31,910,000 | 47,044,000 | |
Accumulated Depreciation | 0 | 0 | |
Net Book Value | $ 31,910,000 | $ 47,044,000 |
Property and Equipment and Le75
Property and Equipment and Leases Construction in Process (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Construction in-process | $ 31,910 | $ 47,044 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Construction in-process | 85 | 2,097 |
Bridges/tunnels/culverts | ||
Property, Plant and Equipment [Line Items] | ||
Construction in-process | 1,600 | 39 |
Track property | ||
Property, Plant and Equipment [Line Items] | ||
Construction in-process | 12,302 | 24,962 |
Locomotives and railcars | ||
Property, Plant and Equipment [Line Items] | ||
Construction in-process | 11,786 | 12,875 |
Other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Construction in-process | $ 6,137 | $ 7,071 |
Property and Equipment and Le76
Property and Equipment and Leases Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Buildings and leasehold improvements | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Buildings and leasehold improvements | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 40 years |
Bridges/tunnels/culverts | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Bridges/tunnels/culverts | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 50 years |
Track property | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Track property | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 50 years |
Computer equipment | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Computer equipment | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Locomotives and railcars | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Locomotives and railcars | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 years |
Vehicles and mobile equipment | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Vehicles and mobile equipment | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Signals and crossing equipment | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Signals and crossing equipment | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Track equipment | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Track equipment | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Other equipment | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Other equipment | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Property and Equipment and Le77
Property and Equipment and Leases Leases (Details) $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016USD ($)locomotiverail_car | Dec. 31, 2015USD ($)locomotiverail_car | Dec. 31, 2014USD ($)locomotiverail_car | |
Operating Leased Assets [Line Items] | ||||||||
Leased railcars | rail_car | 20,738 | 21,819 | 18,583 | |||||
Leased locomotives | locomotive | 309 | 333 | 162 | |||||
Revenues from leased railroads as a percentage of total operating revenues | 7.50% | |||||||
Revenues from leased railroads subject to expiration in each of the next 10 years as a percentage of annual total operating revenues | 2.00% | |||||||
Equipment [Member] | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Operating lease expense | $ 91,537 | $ 91,919 | $ 32,433 | |||||
Real property [Member] | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Operating lease expense | 14,291 | 12,136 | 8,670 | |||||
Trackage rights [Member] | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Operating lease expense | $ 87,194 | $ 78,140 | $ 53,783 | |||||
Scenario, Forecast [Member] | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Revenues from leased railroads subject to expiration in each of the next 10 years as a percentage of annual total operating revenues | 0.60% | 0.00% | 0.00% | 1.40% | 1.10% |
Property and Equipment and Le78
Property and Equipment and Leases Future Minimum Lease Payments for Capital and Operating Leases (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Capital Leases, Future Minimum Payments, Due 2017 | $ 17,438 |
Capital Leases, Future Minimum Payments Due 2018 | 8,861 |
Capital Leases, Future Minimum Payments, Due 2019 | 8,388 |
Capital Leases, Future Minimum Payments, Due 2020 | 14,614 |
Capital Leases, Future Minimum Payments, Due 2021 | 6,677 |
Capital Leases, Future Minimum Payments, Due Thereafter | 30,417 |
Capital Leases, Future Minimum Payments Due | 86,395 |
Operating Leases, Future Minimum Payments, Due 2017 | 84,266 |
Operating Leases, Future Minimum Payments, Due 2018 | 68,261 |
Operating Leases, Future Minimum Payments, Due 2019 | 51,618 |
Operating Leases, Future Minimum Payments, Due 2020 | 42,246 |
Operating Leases, Future Minimum Payments, Due 2021 | 33,100 |
Operating Leases, Future Minimum Payments, Due Thereafter | 266,358 |
Operating Leases, Future Minimum Payments Due | 545,849 |
Total Capital and Operating Leases, Future Minimum Payments, Due 2017 | 101,704 |
Total Capital and Operating Leases, Future Minimum Payments, Due 2018 | 77,122 |
Total Capital and Operating Leases, Future Minimum Payments, Due 2019 | 60,006 |
Total Capital and Operating Leases, Future Minimum Payments, Due 2020 | 56,860 |
Total Capital and Operating Leases, Future Minimum Payments, Due 2021 | 39,777 |
Total Capital and Operating Leases, Future Minimum Payments, Due Thereafter | 296,775 |
Total Capital and Operating Leases, Future Minimum Payments | $ 632,244 |
Intangible Assets and Goodwil79
Intangible Assets and Goodwill Intangible Assets (Details) AUD in Thousands, $ in Thousands | Dec. 01, 2016AUD | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Gross Carrying Amount | $ 1,580,784 | $ 1,206,872 | |
Accumulated Amortization | (144,405) | (113,920) | |
Intangible Assets, Net | $ 1,436,379 | $ 1,092,952 | |
Weighted Average Amortization Period (in Years) | 48 years | 62 years | |
Total intangible assets, net | $ 1,472,376 | $ 1,128,952 | |
Perpetual track access agreements | |||
Non-amortizable intangible assets | 35,891 | 35,891 | |
Operating license | |||
Non-amortizable intangible assets | 106 | 109 | |
Operational network rights [Member] | |||
Gross Carrying Amount | 399,751 | 477,706 | |
Accumulated Amortization | (7,050) | (3,693) | |
Intangible Assets, Net | $ 392,701 | $ 474,013 | |
Weighted Average Amortization Period (in Years) | 100 years | 100 years | |
Track access agreements [Member] | |||
Gross Carrying Amount | $ 416,878 | $ 415,348 | |
Accumulated Amortization | (72,442) | (57,751) | |
Intangible Assets, Net | $ 344,436 | $ 357,597 | |
Weighted Average Amortization Period (in Years) | 43 years | 43 years | |
Customer contracts and relationships [Member] | |||
Gross Carrying Amount | $ 750,057 | $ 297,519 | |
Accumulated Amortization | (63,520) | (51,618) | |
Intangible Assets, Net | $ 686,537 | $ 245,901 | |
Weighted Average Amortization Period (in Years) | 24 years | 30 years | |
Trade names/trademarks [Member] | |||
Gross Carrying Amount | $ 11,888 | $ 13,327 | |
Accumulated Amortization | (524) | (268) | |
Intangible Assets, Net | $ 11,364 | $ 13,059 | |
Weighted Average Amortization Period (in Years) | 40 years | 40 years | |
Favorable operating leases [Member] | |||
Gross Carrying Amount | $ 2,210 | $ 2,972 | |
Accumulated Amortization | (869) | (590) | |
Intangible Assets, Net | $ 1,341 | $ 2,382 | |
Weighted Average Amortization Period (in Years) | 5 years | 5 years | |
GRail [Member] | Customer Contracts [Member] | |||
Fair values assigned to amortizable intangible assets | AUD 635,000 | $ 470,599 | |
U.K./European Operations [Member] | ERS Railways [Member] | Customer contracts and relationships [Member] | |||
Impairment of Intangible Assets, Finite-lived | $ 4,100 |
Intangible Assets and Goodwil80
Intangible Assets and Goodwill Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Aggregate amortization expense associated with intangible assets | $ 32,900 | $ 29,400 | $ 22,000 |
2,017 | 52,392 | ||
2,018 | 50,963 | ||
2,019 | 46,463 | ||
2,020 | 46,263 | ||
2,021 | 46,184 | ||
Thereafter | 1,194,114 | ||
Total | $ 1,436,379 | $ 1,092,952 |
Intangible Assets and Goodwil81
Intangible Assets and Goodwill Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Balance at beginning of period | $ 826,575,000 | $ 628,815,000 |
Goodwill acquired | 335,236,000 | 216,053,000 |
Acquisition accounting adjustments | 10,080,000 | (6,895,000) |
Goodwill impairment | (14,482,000) | |
Currency translation adjustment | (31,813,000) | (11,398,000) |
Balance at end of period | 1,125,596,000 | 826,575,000 |
North American Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Balance at beginning of period | 605,234,000 | 615,403,000 |
Acquisition accounting adjustments | 176,000 | (6,895,000) |
Goodwill impairment | 0 | |
Currency translation adjustment | 558,000 | (4,194,000) |
Balance at end of period | 632,937,000 | 605,234,000 |
Australian Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Balance at beginning of period | 39,312,000 | 0 |
Acquisition accounting adjustments | 168,000 | 0 |
Goodwill impairment | 0 | |
Currency translation adjustment | (7,882,000) | (3,000,000) |
Balance at end of period | 339,865,000 | 39,312,000 |
U.K./European Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Balance at beginning of period | 182,029,000 | 13,412,000 |
Goodwill acquired | 0 | |
Acquisition accounting adjustments | 9,736,000 | 0 |
Currency translation adjustment | (24,489,000) | (4,204,000) |
Balance at end of period | 152,794,000 | 182,029,000 |
Providence and Worcester Railroad [Member] | North American Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Goodwill acquired | 26,969,000 | |
GRail [Member] | Australian Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Goodwill acquired | 308,267,000 | |
Pinsly [Member] | North American Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Goodwill acquired | 920,000 | |
Freightliner [Member] | Australian Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Goodwill acquired | 42,312,000 | |
Freightliner [Member] | U.K./European Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Goodwill acquired | $ 172,821,000 | |
ERS Railways [Member] | ||
Segment Reporting Information [Line Items] | ||
Goodwill impairment | (14,500,000) | |
ERS Railways [Member] | U.K./European Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Goodwill impairment | $ (14,482,000) |
Long-term Debt Long Term Debt (
Long-term Debt Long Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Less: unamortized debt issuance costs long-term | $ (33,186) | $ (23,508) |
Debt and Capital Lease Obligations | 2,359,453 | 2,281,751 |
Less: current portion, net of unamortized debt issuance costs | 52,538 | 75,966 |
Long-term debt, less current portion | 2,306,915 | 2,205,785 |
Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 1,630,406 | $ 2,177,724 |
Debt Instrument, Interest Rate, Stated Percentage | 2.71% | 2.60% |
Debt Instrument, Maturity date | Mar. 31, 2020 | Mar. 31, 2020 |
Australia Credit Agreement | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 498,801 | $ 0 |
Debt Instrument, Interest Rate, Stated Percentage | 4.64% | |
Debt Instrument, Maturity date | Dec. 1, 2021 | |
Australian Partner Loan Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 172,154 | 0 |
Debt Instrument, Interest Rate, Stated Percentage | 6.51% | |
Debt Instrument, Maturity date | Nov. 1, 2026 | |
Other debt [Member] | ||
Debt Instrument [Line Items] | ||
Other debt and capital leases | $ 91,278 | 127,535 |
Other assets, net [Member] | Accounting Standards Update 2015-03 [Member] | ||
Debt Instrument [Line Items] | ||
Less: unamortized debt issuance costs long-term | 23,500 | |
Current portion of long-term debt [Member] | Accounting Standards Update 2015-03 [Member] | ||
Debt Instrument [Line Items] | ||
Less: unamortized debt issuance costs long-term | (6,000) | |
Long-term debt less current portion [Member] | Accounting Standards Update 2015-03 [Member] | ||
Debt Instrument [Line Items] | ||
Less: unamortized debt issuance costs long-term | $ (17,500) |
Long-term Debt Credit Agreement
Long-term Debt Credit Agreement and Amendment (Details) £ in Millions, AUD in Millions, $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2016AUD | Dec. 31, 2016GBP (£) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 20, 2015AUD | Mar. 20, 2015GBP (£) | Mar. 20, 2015USD ($) | |
Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Maturity date | Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2020 | |||
Credit Agreement [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | 1.25% | 1.25% | ||||
Credit Agreement [Member] | Base Rate [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 0.00% | ||||||
Credit Agreement [Member] | Base Rate [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||||
Credit Agreement [Member] | LIBOR/BBR [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||||
Credit Agreement [Member] | LIBOR/BBR [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||||
Credit Agreement [Member] | United States Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term Loan | $ 1,782 | ||||||
Debt Instrument, Prepayment, Principal | $ 317.1 | ||||||
Debt Instrument, Periodic Payment, Principal | 26.9 | ||||||
Credit Agreement [Member] | Australian Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term Loan | AUD 324.6 | 252.5 | |||||
Repayments of Debt | AUD 250 | 185.3 | |||||
Debt Instrument, Prepayment, Principal | 35.6 | 26.6 | |||||
Debt Instrument, Periodic Payment, Principal | AUD 4.1 | £ 3.1 | |||||
Credit Agreement [Member] | British pound term loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term Loan | £ 101.7 | $ 152.2 | |||||
Debt Instrument, Prepayment, Principal | 0.7 | 0.9 | |||||
Debt Instrument, Periodic Payment, Principal | £ 2.5 | 3.2 | |||||
Revolving credit facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 625 | ||||||
Revolving credit facility [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.20% | ||||||
Revolving credit facility [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.30% | ||||||
Revolving credit facility [Member] | Maximum Sub-limit of Australian Dollar, Canadian Dollar, British Pound, Euro Revolving and other designated currencies [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500 |
Long-term Debt Amortization of
Long-term Debt Amortization of Term Loans (Details) - 12 months ended Dec. 31, 2016 - Credit Agreement [Member] £ in Thousands, $ in Thousands | GBP (£) | USD ($) | USD ($) |
United States Term Loan [Member] | |||
Debt Instrument, Prepayment, Principal | $ 317,100 | ||
Debt Instrument, Periodic Payment, Principal | 26,900 | ||
British pound term loan [Member] | |||
Debt Instrument, Prepayment, Principal | £ 700 | 900 | |
Debt Instrument, Periodic Payment, Principal | 2,500 | 3,200 | |
March 31, 2017 through June 30, 2018 [Member] | United States Term Loan [Member] | |||
Debt Instrument, Periodic Payment, Principal | 5,083 | ||
March 31, 2017 through June 30, 2018 [Member] | British pound term loan [Member] | |||
Debt Instrument, Periodic Payment, Principal | £ | 1,271 | ||
September 30, 2018 through December 31, 2019 [Member] | United States Term Loan [Member] | |||
Debt Instrument, Periodic Payment, Principal | $ 10,167 | ||
September 30, 2018 through December 31, 2019 [Member] | British pound term loan [Member] | |||
Debt Instrument, Periodic Payment, Principal | £ | 2,542 | ||
Maturity date - March 31, 2020 [Member] | United States Term Loan [Member] | |||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 1,336,500 | ||
Maturity date - March 31, 2020 [Member] | British pound term loan [Member] | |||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | £ | £ 75,532 |
Long-term Debt Outstanding Term
Long-term Debt Outstanding Term Loans (Details) - Credit Agreement [Member] £ in Thousands, $ in Thousands | Dec. 31, 2016GBP (£) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 1,630,406 | $ 2,177,724 | |
Debt Instrument, Interest Rate, Stated Percentage | 2.71% | 2.71% | 2.60% |
United States dollar [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 1,428,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.77% | 2.77% | |
British pound term loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | £ 98,410 | $ 121,418 | |
Debt Instrument, Interest Rate, Stated Percentage | 2.26% | 2.26% |
Long-term Debt Unused Borrowing
Long-term Debt Unused Borrowing Capacity (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | ||
Outstanding revolving loans | $ 2,273,058 | $ 2,157,338 |
Credit Agreement [Member] | Revolving credit facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Total available borrowing capacity | 625,000 | |
Outstanding revolving loans | 80,988 | |
Unused borrowing capacity | 541,593 | |
Credit Agreement [Member] | Letter of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Outstanding letter of credit guarantees | $ 2,419 |
Long-term Debt Outstanding Revo
Long-term Debt Outstanding Revolving Loans (Details) - Revolving credit facility [Member] € in Thousands, £ in Thousands, CAD in Thousands, $ in Thousands | Dec. 31, 2016GBP (£) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | Dec. 31, 2016CAD |
British pound (Swingline Loan) [Member] [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Long-term Debt, Gross | £ 1,000 | $ 1,234 | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.48% | 2.48% | 2.48% | 2.48% |
British pound [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Long-term Debt, Gross | £ 37,000 | $ 45,651 | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.26% | 2.26% | 2.26% | 2.26% |
Canadian dollar [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Long-term Debt, Gross | $ 7,821 | CAD 10,500 | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.93% | 2.93% | 2.93% | 2.93% |
Euro [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Long-term Debt, Gross | $ 26,282 | € 24,900 | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | 2.00% | 2.00% |
Long-term Debt Covenants & Guar
Long-term Debt Covenants & Guarantees (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Credit Agreement [Member] | ||
Line of Credit Facility, Covenant Compliance | the Company was in compliance with the covenants under the Credit Agreement, as amended by Amendment No. 1 and Amendment No. 2 (the Amendments) | |
Credit Agreement [Member] | Increase in Level of Leverage Ratio [Member] | ||
Debt Instrument, Covenant Description | 0.50 | |
Credit Agreement [Member] | Maximum Total Leverage Ratio [Member] | ||
Debt Instrument, Covenant Description | greater than or equal to 4.00 to 1.00 | |
Class A Common Stock [Member] | ||
Stock Repurchase Program, Authorized Amount | $ 300 | |
Base Rate [Member] | Credit Agreement [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |
LIBOR Interest Rate [Member] | Credit Agreement [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |
Maximum [Member] | Credit Agreement [Member] | Maximum Total Leverage Ratio [Member] | ||
Debt Instrument, Covenant Description | 4.50 to 1.00 | |
Maximum [Member] | September 30, 2015 through June 30, 2016 | Credit Agreement [Member] | Maximum Total Leverage Ratio [Member] | ||
Debt Instrument, Covenant Description | 4.50 to 1.00 | |
Maximum [Member] | September 30, 2016 | Credit Agreement [Member] | Maximum Total Leverage Ratio [Member] | ||
Debt Instrument, Covenant Description | 4.25 to 1.00 | |
Maximum [Member] | December 31, 2016 through September 30, 2017 | Credit Agreement [Member] | Maximum Total Leverage Ratio [Member] | ||
Debt Instrument, Covenant Description | 4.50 to 1.00 | |
Maximum [Member] | December 31, 2017 through March 31, 2018 | Credit Agreement [Member] | Maximum Total Leverage Ratio [Member] | ||
Debt Instrument, Covenant Description | 3.75 to 1.00 | |
Maximum [Member] | June 30, 2018 through March 31, 2020 | Credit Agreement [Member] | Maximum Total Leverage Ratio [Member] | ||
Debt Instrument, Covenant Description | 3.50 to 1.00 | |
Maximum [Member] | Pro Forma [Member] | Credit Agreement [Member] | Maximum Total Leverage Ratio [Member] | ||
Debt Instrument, Covenant Description | 4.00 to 1.00 | |
Maximum [Member] | Base Rate [Member] | Credit Agreement [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |
Minimum [Member] | Credit Agreement [Member] | ||
Cash and available revolving credit capacity | $ 150 | |
Minimum [Member] | Pro Forma [Member] | Credit Agreement [Member] | Maximum Total Leverage Ratio [Member] | ||
Debt Instrument, Covenant Description | 3.00 to 1.00 | |
Minimum [Member] | Base Rate [Member] | Credit Agreement [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.00% |
Long-term Debt Australian Senio
Long-term Debt Australian Senior Credit Facility (Details) AUD in Thousands, $ in Millions | 12 Months Ended | |||||
Dec. 31, 2016AUD | Sep. 01, 2021 | Dec. 01, 2019 | Dec. 31, 2016USD ($) | Nov. 28, 2016AUD | Nov. 28, 2016USD ($) | |
Australia Credit Agreement | ||||||
Debt Instrument, Face Amount | AUD 690,000 | $ 511.4 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.64% | 4.64% | ||||
Line of Credit Facility, Commitment Fee Percentage | 45.00% | |||||
Revolving credit facility [Member] | ||||||
Total available borrowing capacity | $ | $ 625 | |||||
March 31, 2017 through December 31, 2017 | Australia Credit Agreement | ||||||
Debt Instrument, Periodic Payment, Principal | AUD 4,500 | |||||
March 31, 2018 through December 31, 2019 | Australia Credit Agreement | ||||||
Debt Instrument, Periodic Payment, Principal | 5,437 | |||||
March 31, 2020 through December 31, 2021 | Australia Credit Agreement | ||||||
Debt Instrument, Periodic Payment, Principal | 8,563 | |||||
Maturity date - December 1, 2021 | Australia Credit Agreement | ||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | AUD 560,000 | |||||
January 1, 2017 through December 31, 2017 | Maximum Total Leverage Ratio [Member] | Maximum [Member] | Australia Credit Agreement | ||||||
Debt Instrument, Covenant Description | 5.25 to 1.00 | |||||
January 1, 2018 through December 31, 2018 | Maximum Total Leverage Ratio [Member] | Maximum [Member] | Australia Credit Agreement | ||||||
Debt Instrument, Covenant Description | 4.75 to 1.00 | |||||
January 1, 2019 through December 31, 2020 | Maximum Total Leverage Ratio [Member] | Maximum [Member] | Australia Credit Agreement | ||||||
Debt Instrument, Covenant Description | 4.50 to 1.00 | |||||
January 1, 2021 through December 31, 2021 | Maximum Total Leverage Ratio [Member] | Maximum [Member] | Australia Credit Agreement | ||||||
Debt Instrument, Covenant Description | 4.25 to 1.00 | |||||
Letter of Credit [Member] | Australia Credit Agreement | ||||||
Outstanding letter of credit guarantees | AUD 3,137 | |||||
Revolving credit facility [Member] | Australia Credit Agreement | ||||||
Total available borrowing capacity | 50,000 | 50,000 | 37.1 | |||
Unused borrowing capacity | AUD 46,863 | |||||
Scenario, Forecast [Member] | Australia Credit Agreement | ||||||
Percentage of Debt Hedged by Interest Rate Derivatives | 50.00% | 75.00% | ||||
Australia Credit Agreement | Minimum [Member] | ||||||
Debt Instrument, Covenant Description | 1.20 to 1.00 | |||||
Australian Senior Credit Facility Tranche 1 [Member] | Australia Credit Agreement | ||||||
Debt Instrument, Face Amount | 130,000 | 96.3 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 2.70% | 2.70% | ||||
Australian Senior Credit Facility Tranche 1 [Member] | Minimum [Member] | Australia Credit Agreement | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.35% | 2.35% | ||||
Australian Senior Credit Facility Tranche 1 [Member] | Maximum [Member] | Australia Credit Agreement | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.65% | 3.65% | ||||
Australian Senior Credit Facility Tranche 2 [Member] | Australia Credit Agreement | ||||||
Debt Instrument, Face Amount | AUD 560,000 | $ 415 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 2.80% | 2.80% | ||||
Australian Senior Credit Facility Tranche 2 [Member] | Minimum [Member] | Australia Credit Agreement | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.45% | 2.45% | ||||
Australian Senior Credit Facility Tranche 2 [Member] | Maximum [Member] | Australia Credit Agreement | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | 3.75% |
Long-term Debt Partner Loan Agr
Long-term Debt Partner Loan Agreement (Details) - Australian Partner Loan Agreement [Member] - AUD AUD in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 01, 2016 | |
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | AUD 238 | |
Debt Instrument, Maturity date | Nov. 1, 2026 | |
Debt Instrument, Interest Rate, Stated Percentage | 6.51% | |
Debt Instrument, Commitment Fee | 2.75% | |
BBR Interest rate [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% |
Long-term Debt Non-Interest Bea
Long-term Debt Non-Interest Bearing Loan (Details) $ in Thousands, AUD in Millions | 12 Months Ended | ||||
Dec. 31, 2016AUD | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 01, 2010AUD | Dec. 01, 2010USD ($) | |
Debt Instrument [Line Items] | |||||
Non-interest bearing loan, carrying value | $ 2,273,058 | $ 2,157,338 | |||
Non interest bearing note [Member] | |||||
Debt Instrument [Line Items] | |||||
Non-interest bearing loan, carrying value | AUD 2.9 | 2,100 | AUD 1.8 | $ 1,700 | |
Non-interest bearing loan | $ 36,100 | AUD 50 | $ 48,200 | ||
Non-interest bearing loan, maturity date | Jan. 14, 2054 | ||||
Debt instrument, interest rate, effective percentage | 8.00% | 8.00% |
Long-term Debt Schedule of Futu
Long-term Debt Schedule of Future Payments Including Capital Leases (Details) $ in Thousands, AUD in Millions | 12 Months Ended | ||||
Dec. 31, 2016AUD | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 01, 2010AUD | Dec. 01, 2010USD ($) | |
Debt Instrument, Redemption [Line Items] | |||||
2,017 | $ 61,080 | ||||
2,018 | 64,517 | ||||
2,019 | 77,324 | ||||
2,020 | 1,548,819 | ||||
2,021 | 443,956 | ||||
Thereafter | 231,022 | ||||
Total | 2,426,718 | ||||
Non-interest bearing loan, carrying value | 2,273,058 | $ 2,157,338 | |||
Non interest bearing note [Member] | |||||
Debt Instrument, Redemption [Line Items] | |||||
Non-interest bearing loan | 36,100 | AUD 50 | $ 48,200 | ||
Non-interest bearing loan, maturity date | Jan. 14, 2054 | ||||
Non-interest bearing loan, carrying value | AUD 2.9 | $ 2,100 | AUD 1.8 | $ 1,700 |
Long-term Debt Unamortized Defe
Long-term Debt Unamortized Deferred Financing Fees (Details) $ in Thousands, AUD in Millions | 12 Months Ended | ||||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016AUD | Dec. 31, 2016USD ($) | |
Debt Issuance Costs, Gross | $ 28,248 | $ 42,495 | |||
Accumulated Amortization, Debt Issuance Costs | (4,740) | (9,309) | |||
Debt Issuance Costs, Net | $ 23,508 | 33,186 | |||
Debt Issuance Cost, Weighted Average Amortization Period | 3 years | 4 years | |||
Amortization of Debt Issuance Costs | $ 7,700 | $ 7,600 | $ 12,200 | ||
2,017 | 8,957 | ||||
2,018 | 8,815 | ||||
2,019 | 8,638 | ||||
2,020 | 4,173 | ||||
2,021 | 2,603 | ||||
Credit Agreement [Member] | |||||
Debt Issuance Costs, Gross | 5,800 | 3,700 | 3,000 | ||
Write off of Deferred Debt Issuance Cost | $ 1,300 | $ 2,000 | $ 4,600 | ||
Australia Credit Agreement | |||||
Debt Issuance Costs, Gross | AUD 19.8 | $ 14,700 |
Derivative Financial Instrume94
Derivative Financial Instruments Outstanding Interest Rate Swap Agreements (Details) AUD in Thousands, $ in Thousands | Sep. 30, 2026USD ($) | Dec. 31, 2016AUD | Dec. 31, 2016USD ($) |
Interest Rate Swap 4 [Member] | |||
Derivatives [Line Items] | |||
Effective Date | Sep. 30, 2016 | ||
Expiration Date | Sep. 30, 2026 | ||
Notional Amount | $ | $ 100,000 | ||
Derivative, Forward Interest Rate | 2.76% | 2.76% | |
Interest Rate Swap 5 [Member] | |||
Derivatives [Line Items] | |||
Effective Date | Sep. 30, 2016 | ||
Expiration Date | Sep. 30, 2026 | ||
Notional Amount | $ | $ 100,000 | ||
Derivative, Forward Interest Rate | 2.74% | 2.74% | |
Interest Rate Swap 6 [Member] | |||
Derivatives [Line Items] | |||
Effective Date | Sep. 30, 2016 | ||
Expiration Date | Sep. 30, 2026 | ||
Notional Amount | $ | $ 100,000 | ||
Derivative, Forward Interest Rate | 2.73% | 2.73% | |
Interest Rate Swap 7 [Member] | |||
Derivatives [Line Items] | |||
Effective Date | Dec. 1, 2016 | ||
Expiration Date | Dec. 1, 2021 | ||
Notional Amount | AUD 93,150 | ||
Derivative, Forward Interest Rate | 2.44% | 2.44% | |
Interest Rate Swap 8 [Member] | |||
Derivatives [Line Items] | |||
Effective Date | Dec. 1, 2016 | ||
Expiration Date | Dec. 1, 2021 | ||
Notional Amount | AUD 93,150 | ||
Derivative, Forward Interest Rate | 2.44% | 2.44% | |
Interest Rate Swap 9 [Member] | |||
Derivatives [Line Items] | |||
Effective Date | Dec. 1, 2016 | ||
Expiration Date | Dec. 1, 2021 | ||
Notional Amount | AUD 93,150 | ||
Derivative, Forward Interest Rate | 2.44% | 2.44% | |
Interest Rate Swap 10 [Member] | |||
Derivatives [Line Items] | |||
Effective Date | Dec. 1, 2016 | ||
Expiration Date | Dec. 1, 2021 | ||
Notional Amount | AUD 93,150 | ||
Derivative, Forward Interest Rate | 2.44% | 2.44% | |
Interest Rate Swap 11 [Member] | |||
Derivatives [Line Items] | |||
Effective Date | Dec. 1, 2016 | ||
Expiration Date | Dec. 1, 2021 | ||
Notional Amount | AUD 55,373 | ||
Derivative, Forward Interest Rate | 2.44% | 2.44% | |
Interest Rate Swap 12 [Member] | |||
Derivatives [Line Items] | |||
Effective Date | Dec. 1, 2016 | ||
Expiration Date | Dec. 1, 2021 | ||
Notional Amount | AUD 55,373 | ||
Derivative, Forward Interest Rate | 2.44% | 2.44% | |
Interest Rate Swap 13 [Member] | |||
Derivatives [Line Items] | |||
Effective Date | Dec. 1, 2016 | ||
Expiration Date | Dec. 1, 2021 | ||
Notional Amount | AUD 34,155 | ||
Derivative, Forward Interest Rate | 2.44% | 2.44% | |
Scenario, Forecast [Member] | Interest Rate Swap [Member] | |||
Derivatives [Line Items] | |||
Derivative, Settlement Date | Sep. 30, 2026 | ||
Fixed rate debt [Member] | Scenario, Forecast [Member] | |||
Derivatives [Line Items] | |||
Probable future borrowings | $ | $ 300,000 | ||
Variable rate debt [Member] | Scenario, Forecast [Member] | |||
Derivatives [Line Items] | |||
Probable future borrowings | $ | $ 300,000 |
Derivative Financial Instrume95
Derivative Financial Instruments Expired Interest Rate Swap Agreements (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Interest Rate Swap 1 [Member] | |
Derivatives [Line Items] | |
Effective Date | Sep. 30, 2013 |
Expiration Date | Sep. 30, 2014 |
Interest Rate Swap 1 [Member] | Notional Period 1 [Member] | |
Derivatives [Line Items] | |
Notional Amount | $ 1,350,000 |
Derivative, Forward Interest Rate | 0.35% |
Interest Rate Swap 1 [Member] | Notional Period 2 [Member] | |
Derivatives [Line Items] | |
Notional Amount | $ 1,300,000 |
Derivative, Forward Interest Rate | 0.35% |
Interest Rate Swap 1 [Member] | Notional Period 3 [Member] | |
Derivatives [Line Items] | |
Notional Amount | $ 1,250,000 |
Derivative, Forward Interest Rate | 0.35% |
Interest Rate Swap 1 [Member] | Notional Period 4 [Member] | |
Derivatives [Line Items] | |
Notional Amount | $ 1,200,000 |
Derivative, Forward Interest Rate | 0.35% |
Interest Rate Swap 2 [Member] | |
Derivatives [Line Items] | |
Effective Date | Sep. 30, 2014 |
Expiration Date | Sep. 30, 2015 |
Interest Rate Swap 2 [Member] | Notional Period 1 [Member] | |
Derivatives [Line Items] | |
Notional Amount | $ 1,150,000 |
Derivative, Forward Interest Rate | 0.54% |
Interest Rate Swap 2 [Member] | Notional Period 2 [Member] | |
Derivatives [Line Items] | |
Notional Amount | $ 1,100,000 |
Derivative, Forward Interest Rate | 0.54% |
Interest Rate Swap 2 [Member] | Notional Period 3 [Member] | |
Derivatives [Line Items] | |
Notional Amount | $ 1,050,000 |
Derivative, Forward Interest Rate | 0.54% |
Interest Rate Swap 2 [Member] | Notional Period 4 [Member] | |
Derivatives [Line Items] | |
Notional Amount | $ 1,000,000 |
Derivative, Forward Interest Rate | 0.54% |
Interest Rate Swap 3 [Member] | |
Derivatives [Line Items] | |
Effective Date | Sep. 30, 2015 |
Expiration Date | Sep. 30, 2016 |
Interest Rate Swap 3 [Member] | Notional Period 1 [Member] | |
Derivatives [Line Items] | |
Notional Amount | $ 350,000 |
Derivative, Forward Interest Rate | 0.93% |
Derivative Financial Instrume96
Derivative Financial Instruments Effectiveness Testing (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Foreign Exchange Forward [Member] | ||||
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net | $ 0 | $ 0 | ||
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion | 0 | |||
Interest Rate Swap [Member] | ||||
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net | 0 | 0 | $ 0 | |
Scenario, Forecast [Member] | Foreign Exchange Forward [Member] | ||||
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Realized in the next 12 Months | $ 500,000 | |||
Interest Expense [Member] | Interest Rate Swap [Member] | ||||
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion | 2,100,000 | $ 2,900,000 | $ 2,400,000 | |
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Realized in the next 12 Months | (1,700,000) | |||
Other Income [Member] | Intercompany Loan [Member] | ||||
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion | 31,100,000 | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 18,700,000 | |||
Interest Income [Member] | Foreign Exchange Forward [Member] | ||||
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion | 800,000 | |||
Intercompany Loan [Member] | ||||
Foreign Currency Transaction Gain (Loss), before Tax | (31,131,000) | |||
Foreign Currency Transaction Gain (Loss), Net of Tax | $ (18,679,000) |
Derivative Financial Instrume97
Derivative Financial Instruments Foreign Currency Exchange Rate Risk (Details) £ in Thousands, $ in Thousands, AUD in Millions | Feb. 25, 2015GBP (£) | Feb. 25, 2015USD ($) | Mar. 31, 2015GBP (£) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016GBP (£) | Dec. 31, 2016USD ($) | Mar. 23, 2015GBP (£) | Feb. 25, 2015AUD | Feb. 25, 2015GBP (£) | Feb. 25, 2015USD ($) |
Derivatives [Line Items] | |||||||||||||
Third party debt related to foreign operations denominated in foreign currencies | $ 945,700 | ||||||||||||
Cash received on settlement of forward currency forward purchase contracts | £ | £ 391,800 | ||||||||||||
Loss on settlement of foreign currency forward purchase contracts | $ 0 | $ (18,686) | $ 0 | ||||||||||
Intercompany Loan, Amount | £ 120,000 | 181,000 | |||||||||||
Foreign currency forward purchase contract 1 [Member] | |||||||||||||
Derivatives [Line Items] | |||||||||||||
Notional Amount | £ 307,100 | $ 475,000 | |||||||||||
Foreign currency forward purchase contract 2 [Member] | |||||||||||||
Derivatives [Line Items] | |||||||||||||
Notional Amount | AUD 163.8 | £ 84,700 | |||||||||||
Forward Contracts [Member] | |||||||||||||
Derivatives [Line Items] | |||||||||||||
Loss on settlement of foreign currency forward purchase contracts | 18,700 | ||||||||||||
Freightliner [Member] | |||||||||||||
Derivatives [Line Items] | |||||||||||||
Loss on settlement of foreign currency forward purchase contracts | (18,700) | ||||||||||||
Cash consideration | £ 492,083 | $ 733,006 | |||||||||||
Scenario, Plan [Member] | Freightliner [Member] | |||||||||||||
Derivatives [Line Items] | |||||||||||||
Estimated Payments to Acquire Businesses, Gross | £ 490,000 | $ 755,000 | |||||||||||
Not Designated as Hedging Instrument [Member] | |||||||||||||
Derivatives [Line Items] | |||||||||||||
Loss on settlement of foreign currency forward purchase contracts | $ (3,267) | $ (18,686) | $ (1,270) | ||||||||||
Accrued interest [Member] | |||||||||||||
Derivatives [Line Items] | |||||||||||||
Accumulated accrued interest | £ 13,500 | $ 16,600 |
Derivative Financial Instrume98
Derivative Financial Instruments Outstanding British Pound Forward Contracts (Details) £ in Thousands, AUD in Millions | 12 Months Ended | ||
Dec. 31, 2016GBP (£) | Feb. 25, 2015AUD | Feb. 25, 2015GBP (£) | |
Foreign currency forward purchase contract 2 [Member] | |||
Notional Amount | AUD 163.8 | £ 84,700 | |
British Pound Foreign Currency Forward Contract 1 [Member] | |||
Effective Date | Mar. 25, 2015 | ||
Expiration Date | Mar. 31, 2020 | ||
Notional Amount | £ 60,000 | ||
Derivative, Forward Exchange Rate | 1.51 | ||
British Pound Foreign Currency Forward Contract 2 [Member] | |||
Effective Date | Mar. 25, 2015 | ||
Expiration Date | Mar. 31, 2020 | ||
Notional Amount | £ 60,000 | ||
Derivative, Forward Exchange Rate | 1.50 | ||
British Pound Foreign Currency Forward Contract 3 [Member] | |||
Effective Date | Jun. 30, 2015 | ||
Expiration Date | Mar. 31, 2020 | ||
Notional Amount | £ 2,035 | ||
Derivative, Forward Exchange Rate | 1.57 | ||
British Pound Foreign Currency Forward Contract 4 [Member] | |||
Effective Date | Sep. 30, 2015 | ||
Expiration Date | Mar. 31, 2020 | ||
Notional Amount | £ 1,846 | ||
Derivative, Forward Exchange Rate | 1.51 | ||
British Pound Foreign Currency Forward Contract 5 [Member] | |||
Effective Date | Dec. 31, 2015 | ||
Expiration Date | Mar. 31, 2020 | ||
Notional Amount | £ 1,873 | ||
Derivative, Forward Exchange Rate | 1.48 | ||
British Pound Foreign Currency Forward Contract 6 [Member] | |||
Effective Date | Mar. 31, 2016 | ||
Expiration Date | Mar. 31, 2020 | ||
Notional Amount | £ 1,881 | ||
Derivative, Forward Exchange Rate | 1.45 | ||
British Pound Foreign Currency Forward Contract 7 [Member] | |||
Effective Date | Jun. 30, 2016 | ||
Expiration Date | Mar. 31, 2020 | ||
Notional Amount | £ 1,909 | ||
Derivative, Forward Exchange Rate | 1.35 | ||
British Pound Foreign Currency Forward Contract 8 [Member] | |||
Effective Date | Sep. 30, 2016 | ||
Expiration Date | Mar. 31, 2020 | ||
Notional Amount | £ 1,959 | ||
Derivative, Forward Exchange Rate | 1.33 | ||
British Pound Foreign Currency Forward Contract 9 [Member] | |||
Effective Date | Dec. 30, 2016 | ||
Expiration Date | Mar. 31, 2020 | ||
Notional Amount | £ 1,989 | ||
Derivative, Forward Exchange Rate | 1.28 |
Derivative Financial Instrume99
Derivative Financial Instruments Cross Currency Swap (Details) $ in Thousands, € in Millions, AUD in Millions | 12 Months Ended | ||||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 01, 2016AUD | Dec. 01, 2016EUR (€) | |
Derivatives [Line Items] | |||||
Derivative instruments not designated as hedges amount recognized in earnings | $ 0 | $ (18,686) | $ 0 | ||
Currency Swap [Member] | |||||
Derivatives [Line Items] | |||||
Derivative, Notional Amount | AUD 248.9 | € 171.7 | |||
Currency Swap 1 [Member] | |||||
Derivatives [Line Items] | |||||
Derivative, Notional Amount | 123.9 | 85.5 | |||
Currency Swap 2 [Member] | |||||
Derivatives [Line Items] | |||||
Derivative, Notional Amount | 125 | € 86.3 | |||
BBR Interest rate [Member] | Currency Swap 1 [Member] | |||||
Derivatives [Line Items] | |||||
Derivative, Description of Terms | Australian dollar BBR plus 4.50% | ||||
BBR Interest rate [Member] | Currency Swap 2 [Member] | |||||
Derivatives [Line Items] | |||||
Derivative, Description of Terms | Australian dollar BBR plus 4.50% | ||||
EURIBOR Interest Rate [Member] | Currency Swap 1 [Member] | |||||
Derivatives [Line Items] | |||||
Derivative, Description of Terms | EURIBOR plus 2.68% | ||||
EURIBOR Interest Rate [Member] | Currency Swap 2 [Member] | |||||
Derivatives [Line Items] | |||||
Derivative, Description of Terms | EURIBOR plus 2.90% | ||||
Intercompany Loan [Member] | |||||
Derivatives [Line Items] | |||||
Debt Instrument, Face Amount | AUD | AUD 248.9 | ||||
Not Designated as Hedging Instrument [Member] | |||||
Derivatives [Line Items] | |||||
Derivative instruments not designated as hedges amount recognized in earnings | $ (3,267) | (18,686) | (1,270) | ||
Not Designated as Hedging Instrument [Member] | Currency Swap [Member] | |||||
Derivatives [Line Items] | |||||
Derivative instruments not designated as hedges amount recognized in earnings | 3,300 | ||||
Other (expense)/income, net | Not Designated as Hedging Instrument [Member] | Currency Swap [Member] | |||||
Derivatives [Line Items] | |||||
Derivative instruments not designated as hedges amount recognized in earnings | $ (3,267) | $ 0 | $ (86) |
Derivative Financial Instrum100
Derivative Financial Instruments Fair Value of Derivative Instrument (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Accrued expenses [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Financial liabilities carried at fair value | $ 1,747 | $ 846 |
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Other long-term liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Financial liabilities carried at fair value | 13,411 | 11,655 |
British pound forward contracts [Member] | Designated as Hedging Instrument [Member] | Other assets, net [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Financial assets carried at fair value | 26,359 | 1,530 |
British pound forward contracts [Member] | Designated as Hedging Instrument [Member] | Other long-term liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Financial liabilities carried at fair value | 17 | 0 |
Currency Swap [Member] | Not Designated as Hedging Instrument [Member] | Other assets, net [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Financial assets carried at fair value | 506 | 0 |
Currency Swap [Member] | Not Designated as Hedging Instrument [Member] | Prepaid expenses and other [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Financial assets carried at fair value | 174 | 0 |
Fair Value, Inputs, Level 2 [Member] | Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Financial liabilities carried at fair value | 15,175 | 12,501 |
Fair Value, Inputs, Level 2 [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Financial assets carried at fair value | 680 | 0 |
Fair Value, Inputs, Level 2 [Member] | British pound forward contracts [Member] | Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Financial assets carried at fair value | $ 26,359 | $ 1,530 |
Derivative Financial Instrum101
Derivative Financial Instruments Effect of Cash Flow Hedges in OCI (Details) - Other Comprehensive Income (Loss) [Member] - Cash Flow Hedging [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivatives [Line Items] | |||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | $ (5,666) | $ (3,837) | $ (23,473) |
Designated as Hedging Instrument [Member] | Interest rate swap agreement [Member] | |||
Derivatives [Line Items] | |||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | (1,676) | (4,749) | (23,473) |
Designated as Hedging Instrument [Member] | British pound forward contracts [Member] | |||
Derivatives [Line Items] | |||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | $ (3,990) | $ 912 | $ 0 |
Derivative Financial Instrum102
Derivative Financial Instruments Effect of Derivative Instruments Not Designated as Hedges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative instruments not designated as hedges amount recognized in earnings | $ 0 | $ (18,686) | $ 0 |
Not Designated as Hedging Instrument [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative instruments not designated as hedges amount recognized in earnings | (3,267) | (18,686) | (1,270) |
Currency Swap [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative instruments not designated as hedges amount recognized in earnings | 3,300 | ||
British pound forward contracts [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative instruments not designated as hedges amount recognized in earnings | 18,700 | ||
Interest (expense)/income | Currency Swap [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative instruments not designated as hedges amount recognized in earnings | 0 | 0 | (1,184) |
Other (expense)/income, net | Currency Swap [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative instruments not designated as hedges amount recognized in earnings | (3,267) | 0 | (86) |
Loss on settlement of foreign currency forward purchase contracts [Member] | British pound forward contracts [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative instruments not designated as hedges amount recognized in earnings | $ 0 | $ (18,686) | $ 0 |
Fair Value of Financial Inst103
Fair Value of Financial Instruments Financial Instruments Carried at Fair Value(Details) £ in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2015 | Dec. 31, 2016USD ($) | Dec. 31, 2016GBP (£) | Dec. 31, 2016USD ($) | Dec. 31, 2015GBP (£) | Dec. 31, 2015USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | $ (2,300) | |||||
Freightliner [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Percentage of economic interest retained by acquiree's management | 6.00% | |||||
Fair Value, Inputs, Level 2 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Financial assets carried at fair value | $ 27,039 | $ 1,530 | ||||
Financial Liabilities Fair Value Disclosure | 15,175 | 12,501 | ||||
Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | £ 25,882 | 31,933 | £ 24,200 | 35,680 | ||
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative Liability | 15,158 | 12,501 | ||||
British pound forward contracts [Member] | Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative Asset | 26,359 | 1,530 | ||||
Derivative Liability | 17 | 0 | ||||
Currency Swap [Member] | Not Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative Asset | $ 680 | $ 0 |
Fair Value of Financial Inst104
Fair Value of Financial Instruments Financial Instruments Carried at Historical Cost(Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 2,273,058 | $ 2,157,338 |
Long-term debt, Fair Value | 2,303,531 | 2,158,121 |
Revolving credit facility [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 74,297 | 39,737 |
Long-term debt, Fair Value | 81,192 | 44,833 |
Other debt [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 4,882 | 3,123 |
Long-term debt, Fair Value | 4,889 | 3,090 |
Credit Agreement [Member] | United States Term Loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 1,415,873 | 1,755,736 |
Long-term debt, Fair Value | 1,422,512 | 1,750,040 |
Credit Agreement [Member] | U.K. term loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 121,149 | 149,500 |
Long-term debt, Fair Value | 121,594 | 150,030 |
Credit Agreement [Member] | Australian Term Loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 0 | 209,242 |
Long-term debt, Fair Value | 0 | 210,128 |
Australia Credit Agreement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 484,703 | 0 |
Long-term debt, Fair Value | 501,909 | 0 |
Australian Partner Loan Agreement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 172,154 | 0 |
Long-term debt, Fair Value | $ 171,435 | $ 0 |
U.K. Pension Plan Funded Status
U.K. Pension Plan Funded Status (Details) - Freightliner U.K. Pension Plan [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | Mar. 25, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, contribution percent by employer | 60.00% | ||
Defined benefit plan, contribution percent by participant | 40.00% | ||
Projected benefit obligation (100%) | $ 580,054 | $ 607,003 | |
Fair value of plan assets (100%) | 462,177 | 450,281 | |
Funded status (100%) | (117,877) | (156,722) | |
Employees' share of deficit (40%) | (47,152) | (62,689) | |
Net pension liability recognized in the balance sheet (60%) | (70,725) | (94,033) | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of period | 348,033 | 364,202 | $ 359,941 |
Service cost | 10,911 | 11,816 | |
Interest cost | 8,475 | 10,992 | |
Benefits paid | (5,890) | (8,853) | |
Actuarial loss/(gain) | (21,731) | 59,008 | |
Exchange rate changes | (3,673) | (56,794) | |
Benefit obligation at end of period | 348,033 | 364,202 | 359,941 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of period | 277,308 | 270,169 | 274,787 |
Actual return on plan assets | 1,609 | 38,360 | |
Benefits paid | (5,890) | (8,853) | |
Employer contributions | 9,606 | 8,607 | |
Exchange rate changes | (2,804) | (45,253) | |
Fair value of plan assets at end of year | 277,308 | 270,169 | $ 274,787 |
Funded status | $ (70,725) | $ (94,033) |
U.K. Pension Plan Amount Recogn
U.K. Pension Plan Amount Recognized in Balance Sheet (Details) - Freightliner U.K. Pension Plan [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Pension and Other Postretirement Defined Benefit Plans, Liabilities [Abstract] | ||
Accrued expenses | $ 9,047 | $ 7,994 |
Other long-term liabilities | 84,986 | 62,731 |
Total amount recognized in the Consolidated Balance Sheet | $ 94,033 | $ 70,725 |
U.K. Pension Plan Amount rec107
U.K. Pension Plan Amount recognized in Other Comprehensive Income (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Freightliner U.K. Pension Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial loss/(gain) | $ 13,198 | $ (25,234) |
U.K. Pension Plan Net Periodic
U.K. Pension Plan Net Periodic Benefit Cost (Details) - Freightliner U.K. Pension Plan [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 10,911 | $ 11,816 |
Interest cost | 8,475 | 10,992 |
Expected return on plan assets | (12,029) | (14,050) |
Exchange rate changes | 291 | 862 |
Net periodic benefit cost | $ 7,648 | $ 9,620 |
U.K. Pension Plan Assumptions (
U.K. Pension Plan Assumptions (Details) - Freightliner U.K. Pension Plan [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.80% | 2.70% |
Price inflation (RPI measure) | 3.10% | 3.30% |
Pension increases (CPI measure) | 2.00% | 2.20% |
Salary increases | 3.70% | 3.30% |
Discount rate | 3.20% | 3.80% |
Price inflation (RPI measure) | 3.00% | 3.10% |
Pension increases (CPI measure) | 1.70% | 2.00% |
Salary increases | 3.40% | 3.70% |
Expected return on plan assets | 5.90% | 6.10% |
Discount Rate 1% per annum | $ (68,200) | |
Discount Rate -1% per annum | 90,400 | |
RPI inflation 1% per annum | 89,700 | |
RPI inflation -1% per annum | $ (69,100) |
U.K. Pension Plan Plan Asset Al
U.K. Pension Plan Plan Asset Allocation (Details) - Freightliner U.K. Pension Plan [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Target Plan Asset Allocations | 100.00% |
Return-seeking assets [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Target Plan Asset Allocations | 81.00% |
Defensive/other assets [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Target Plan Asset Allocations | 19.00% |
U.K. Pension Plan Weighted Aver
U.K. Pension Plan Weighted Average Expected Return on Plan Assets (Details) - Freightliner U.K. Pension Plan [Member] | Dec. 31, 2016 | Dec. 31, 2015 |
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted Average Expected Return on Plan Assets | 6.10% | 6.10% |
Growth, Private equity and infrastructure pooled funds [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted Average Expected Yields | 7.10% | 6.90% |
Weighted Average Asset Allocations | 82.00% | 81.00% |
Weighted Average Expected Return on Plan Assets | 5.80% | 5.60% |
Defensive and government bond pooled fund plus cash [Member] [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted Average Expected Yields | 1.50% | 2.80% |
Weighted Average Asset Allocations | 18.00% | 19.00% |
Weighted Average Expected Return on Plan Assets | 0.30% | 0.50% |
U.K. Pension Plan Major Categor
U.K. Pension Plan Major Categories of Plan Assets (Details) - Freightliner U.K. Pension Plan [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 25, 2015 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 270,169 | $ 277,308 | $ 274,787 |
Growth pooled fund [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 182,630 | 182,697 | |
Private Equity Funds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 29,463 | 31,237 | |
Government bond pooled fund [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 47,030 | 52,463 | |
Infrastructure pooled fund [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 8,536 | 10,911 | |
Long-term income pooled fund [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 2,510 | $ 0 |
U.K. Pension Plan Future Benefi
U.K. Pension Plan Future Benefits Payment (Details) - 12 months ended Dec. 31, 2016 - Freightliner U.K. Pension Plan [Member] $ in Thousands, £ in Millions | GBP (£) | USD ($) |
Defined Benefit Plan Disclosure [Line Items] | ||
Company contributions in the next year | £ 7.1 | $ 8,800 |
2,017 | 9,047 | |
2,018 | 9,246 | |
2,019 | 9,450 | |
2,020 | 9,657 | |
2,021 | 9,870 | |
2022 - 2026 | $ 52,108 |
Other Employee Benefit Progr114
Other Employee Benefit Programs Employee Bonus Programs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Benefits and Share-based Compensation [Abstract] | |||
Amounts Awarded Under Performance-Based Bonus Programs | $ 23 | $ 13 | $ 17 |
Other Employee Benefit Progr115
Other Employee Benefit Programs Defined Contribution Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 9,521 | $ 9,532 | $ 10,400 |
United States Postretirement Benefit Plan of US Entity [Member] | G&W 401k savings plan [Member] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 4.00% | ||
Foreign Postretirement Benefit Plan [Member] | Canadian Retirement Benefit Plan 1 [Member] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 6.00% | ||
Foreign Postretirement Benefit Plan [Member] | Canadian retirement benefit plan 2 [Member] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 5.00% | ||
Foreign Postretirement Benefit Plan [Member] | Australian retirement benefit plan [Member] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 9.50% | 9.50% | 9.50% |
Other Employee Benefit Progr116
Other Employee Benefit Programs Defined Benefit Plans (Details) - North American Operations [Member] $ in Millions | Dec. 31, 2016USD ($)employee |
Pension plans, defined benefit [Member] | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Employees participating in defined benefit plan | employee | 230 |
Defined benefit plan, liabilities recognized in balance sheet | $ (1.9) |
Accumulated other comprehensive income/(loss), pension and other postretirement benefit plans, net of tax | $ (0.2) |
Defined benefit postretirement health care and life insurance benefits [Member] | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Employees participating in defined benefit plan | employee | 65 |
Defined benefit plan, liabilities recognized in balance sheet | $ (6.8) |
Accumulated other comprehensive income/(loss), pension and other postretirement benefit plans, net of tax | $ 1.2 |
Income Taxes Income before inco
Income Taxes Income before income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Expense (Benefit), Continuing Operations, by Jurisdiction [Abstract] | |||
United States income before taxes | $ 273,361 | $ 236,613 | $ 276,594 |
Foreign income before taxes | (57,870) | 64,318 | 91,519 |
Income before income taxes | $ 215,491 | $ 300,931 | $ 368,113 |
Income Taxes Provision for Inco
Income Taxes Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current Federal Tax Provision | $ 20,877,000 | $ 12,003,000 | $ 15,647,000 |
Current State Tax Provision | 11,284,000 | 8,181,000 | 7,134,000 |
Deferred Federal Income Tax Provision | 43,820,000 | 41,975,000 | 49,799,000 |
Deferred State Income Tax Provision | 2,263,000 | 5,383,000 | 8,727,000 |
Current Foreign Tax Provision | 3,289,000 | 11,031,000 | 17,591,000 |
Deferred Foreign Income Tax (Benefit)/Provision | (7,138,000) | (2,679,000) | 8,209,000 |
Foreign Income Tax (Benefit)/Provision | (3,849,000) | 8,352,000 | 25,800,000 |
Provision for income taxes | $ 74,395,000 | 75,894,000 | 107,107,000 |
Tax Adjustments, Settlements, and Unusual Provisions | 3,900,000 | ||
Tax credits percentage of qualified maintenance expenditures to reduce federal income tax | 50.00% | ||
Tax credit limitation per mile on maintenance expenditures to reduce federal income tax | $ 3,500 | ||
Foreign Tax Authority [Member] | |||
Tax benefit from tax rate adjustment | 4,300,000 | 9,700,000 | |
United States [Member] | |||
Deferred United States Tax Provision | $ 78,244,000 | $ 67,542,000 | $ 81,307,000 |
Income Taxes Effective Tax Rate
Income Taxes Effective Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 4.30% | (3.80%) | (1.70%) |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 2.90% | 2.10% | 0.00% |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Percent | 2.40% | 0.00% | 0.00% |
Effective Income Tax Rate Reconciliation, Foreign Rate Change Percent | (2.00%) | (3.30%) | 0.00% |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 4.10% | 3.00% | 2.80% |
Effective Income Tax Rate Reconciliation, Tax Credit, Other, Percent | 13.40% | 9.10% | 7.30% |
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | 1.20% | 1.30% | 0.30% |
Effective Income Tax Rate Reconciliation, Percent | 34.50% | 25.20% | 29.10% |
Change in Effective Tax Rate, Percent | 9.30% |
Income Taxes Components of Net
Income Taxes Components of Net Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
DEFERRED INCOME TAX ASSETS, net | $ 2,671 | $ 2,270 | |
DEFERRED INCOME TAX LIABILITIES, net | 1,162,221 | 983,136 | |
Deferred tax assets [Abstract] | |||
Net operating loss carryforwards | 23,168 | 20,810 | |
Accruals and reserves not deducted for tax purposes until paid | 15,131 | 14,896 | |
Stock-based compensation | 10,089 | 9,253 | |
Deferred revenue | 6,311 | 5,736 | |
Deferred compensation | 3,891 | 3,454 | |
Nonshareholder contributions | 1,978 | 2,150 | |
Interest rate swaps | 0 | 4,223 | |
Alternative minimum tax credit carryforward | 1,592 | 1,592 | |
Pension and postretirement benefits | 18,693 | 15,411 | |
Other | 2,072 | 752 | |
Total deferred tax assets | 299,979 | 315,688 | |
Valuation allowance | (24,075) | (19,315) | $ (14,793) |
Deferred tax liabilities [Abstract] | |||
Interest rate swaps | (4,579) | 0 | |
Property and equipment basis difference | (1,012,109) | (967,998) | |
Intangible assets basis difference | (418,398) | (302,903) | |
Other | (368) | (6,338) | |
Net deferred tax liabilities | (1,159,550) | (980,866) | |
Track maintenance credit [Member] | |||
Deferred tax assets [Abstract] | |||
Track maintenance credit carryforward | $ 217,054 | 237,411 | |
Accounting Standards Update 2015-17 [Member] | |||
Deferred Tax Assets, Net, Current | (69,200) | ||
DEFERRED INCOME TAX ASSETS, net | 200 | ||
DEFERRED INCOME TAX LIABILITIES, net | $ (69,000) |
Income Taxes Tax Carryforwards
Income Taxes Tax Carryforwards (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
State and Local Jurisdiction [Member] | |
Tax Credit Carryforward [Line Items] | |
Operating Loss Carryforwards | $ 303.7 |
State and Local Jurisdiction [Member] | Minimum [Member] | |
Tax Credit Carryforward [Line Items] | |
Operating Loss Carryforwards, Expiration Date | Jan. 1, 2017 |
State and Local Jurisdiction [Member] | Maximum [Member] | |
Tax Credit Carryforward [Line Items] | |
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2036 |
Internal Revenue Service (IRS) [Member] | United States Short Line Tax Credit [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax Credit Carryforward, Amount | $ 217.1 |
Internal Revenue Service (IRS) [Member] | Minimum [Member] | United States Short Line Tax Credit [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax Credit Carryforward, Expiration Date | Dec. 31, 2027 |
Internal Revenue Service (IRS) [Member] | Maximum [Member] | United States Short Line Tax Credit [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax Credit Carryforward, Expiration Date | Dec. 31, 2036 |
Tax and Customs Administration, Netherlands [Member] | |
Tax Credit Carryforward [Line Items] | |
Operating Loss Carryforwards | $ 42.6 |
Tax and Customs Administration, Netherlands [Member] | Minimum [Member] | |
Tax Credit Carryforward [Line Items] | |
Operating Loss Carryforwards, Expiration Date | Jan. 1, 2018 |
Tax and Customs Administration, Netherlands [Member] | Maximum [Member] | |
Tax Credit Carryforward [Line Items] | |
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2025 |
Income Taxes Valuation allowanc
Income Taxes Valuation allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Valuation Allowance [Line Items] | |||
Deferred Tax Assets, Valuation Allowance | $ 24,075 | $ 19,315 | $ 14,793 |
State Net Operating losses [Member] | |||
Valuation Allowance [Line Items] | |||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | (1,476) | 89 | |
Foreign Net Operating losses and Impairments [Member] | |||
Valuation Allowance [Line Items] | |||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 6,236 | 6,397 | |
Other [Member] | |||
Valuation Allowance [Line Items] | |||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 0 | $ (1,964) |
Income Taxes Liability for Unce
Income Taxes Liability for Uncertain Tax Positions (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2017 | |
Balance at beginning of year | $ 4,197,000 | $ 4,324,000 | $ 3,155,000 | |
Increase for tax positions related to prior years | 3,970,000 | 0 | 1,169,000 | |
Decrease for tax positions related to prior years | (1,169,000) | 0 | 0 | |
Increase for effects of foreign exchange rates | 127,000 | |||
Decrease for effects of foreign exchange rates | (127,000) | 0 | ||
Balance at end of year | $ 7,125,000 | $ 4,197,000 | $ 4,324,000 | |
Scenario, Forecast [Member] | ||||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $ 3,200,000 |
Income Taxes Open Tax Years by
Income Taxes Open Tax Years by Jurisdiction (Details) | 12 Months Ended |
Dec. 31, 2016 | |
From [Member] | United States [Member] | |
Income Tax Examination [Line Items] | |
Income tax years open to examination from | 2,002 |
From [Member] | Australia [Member] | |
Income Tax Examination [Line Items] | |
Income tax years open to examination from | 2,010 |
From [Member] | Belgium [Member] | |
Income Tax Examination [Line Items] | |
Income tax years open to examination from | 2,014 |
From [Member] | Canada [Member] | |
Income Tax Examination [Line Items] | |
Income tax years open to examination from | 2,009 |
From [Member] | Germany | |
Income Tax Examination [Line Items] | |
Income tax years open to examination from | 2,010 |
From [Member] | Mexico [Member] | |
Income Tax Examination [Line Items] | |
Income tax years open to examination from | 2,008 |
From [Member] | Netherlands [Member] | |
Income Tax Examination [Line Items] | |
Income tax years open to examination from | 2,011 |
From [Member] | Poland | |
Income Tax Examination [Line Items] | |
Income tax years open to examination from | 2,011 |
From [Member] | Saudi Arabia | |
Income Tax Examination [Line Items] | |
Income tax years open to examination from | 2,015 |
From [Member] | U.K. [Member] | |
Income Tax Examination [Line Items] | |
Income tax years open to examination from | 2,010 |
To [Member] | United States [Member] | |
Income Tax Examination [Line Items] | |
Income tax years open to examination from | 2,016 |
To [Member] | Australia [Member] | |
Income Tax Examination [Line Items] | |
Income tax years open to examination from | 2,016 |
To [Member] | Belgium [Member] | |
Income Tax Examination [Line Items] | |
Income tax years open to examination from | 2,016 |
To [Member] | Canada [Member] | |
Income Tax Examination [Line Items] | |
Income tax years open to examination from | 2,016 |
To [Member] | Germany | |
Income Tax Examination [Line Items] | |
Income tax years open to examination from | 2,016 |
To [Member] | Mexico [Member] | |
Income Tax Examination [Line Items] | |
Income tax years open to examination from | 2,016 |
To [Member] | Netherlands [Member] | |
Income Tax Examination [Line Items] | |
Income tax years open to examination from | 2,016 |
To [Member] | Poland | |
Income Tax Examination [Line Items] | |
Income tax years open to examination from | 2,016 |
To [Member] | Saudi Arabia | |
Income Tax Examination [Line Items] | |
Income tax years open to examination from | 2,016 |
To [Member] | U.K. [Member] | |
Income Tax Examination [Line Items] | |
Income tax years open to examination from | 2,016 |
Stock-Based Compensation Pla125
Stock-Based Compensation Plans Authorized Shares (Details) | Dec. 31, 2016shares |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 7,437,500 |
Common Stock, Capital Shares Reserved for Future Issuance | 1,911,447 |
Stock-Based Compensation Pla126
Stock-Based Compensation Plans Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Options Shares [Abstract] | |||
Outstanding at beginning of year | 1,203,035 | ||
Granted | 384,306 | ||
Exercised | (142,969) | ||
Expired | (63,030) | ||
Forfeited | (23,844) | ||
Outstanding at end of year | 1,357,498 | 1,203,035 | |
Vested or expected to vest at end of year | 1,352,575 | ||
Exercisable at end of year | 648,248 | ||
Weighted Average Exercise Price [Abstract] | |||
Beginning of year | $ 80.58 | ||
Granted | 57.15 | ||
Exercised | 55.58 | ||
Expired | 70.01 | ||
Forfeited | 77.71 | ||
End of year | 77.12 | $ 80.58 | |
Vested or expected to vest at end of year | 77.17 | ||
Exercisable at end of year | $ 84.47 | ||
Weighted Average Remaining Contractual Term, Outstanding at end of year | 2 years 10 months 24 days | ||
Weighted Average Remaining Contractual Term, Vested or expected to vest at end of year | 2 years 10 months 24 days | ||
Weighted Average Remaining Contractual Term, Exercisable at end of year | 2 years | ||
Aggregate Intrinsic Value, Outstanding at end of year | $ 6,027 | ||
Aggregate Intrinsic Value, Vested or expected to vest at end of year | 5,977 | ||
Aggregate Intrinsic Value, Exercisable at end of year | $ 1,339 | ||
Weighted average grant date fair value of options | $ 17.37 | $ 18.47 | $ 18.90 |
Total intrinsic value of options exercised during the year | $ 1,600 | $ 4,700 | $ 20,900 |
Stock-Based Compensation Pla127
Stock-Based Compensation Plans Black Scholes Assumptions (Details) - Employee Stock Option [Member] | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Black-Scholes option pricing model | Black-Scholes option pricing model | ||
Expected volatility | 37.00% | 27.00% | 22.00% |
Expected term (in years) | 4 years | 4 years | 4 years |
Risk-free interest rate | 1.08% | 1.31% | 1.20% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation Pla128
Stock-Based Compensation Plans Restricted Stock Awards (Details) - Restricted Stock Awards [Member] - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restricted Stock Shares [Abstract] | |||
Non-vested at beginning of year | 154,801 | ||
Granted | 193,036 | ||
Vested | (73,961) | ||
Forfeited | (7,506) | ||
Non-vested at end of year | 266,370 | 154,801 | |
Weighted Average Grant Date Fair Value [Abstract] | |||
Non-vested at beginning of year | $ 85.84 | ||
Granted | 57.11 | $ 79.30 | $ 98.18 |
Vested | 87.45 | ||
Forfeited | 79.30 | ||
Non-vested at end of year | 64.76 | 85.84 | |
Weighted average grant date fair value granted during year | $ 57.11 | $ 79.30 | $ 98.18 |
Total fair value of restricted stock awards that vested during year | $ 6.5 | $ 5.2 | $ 5.1 |
Stock-Based Compensation Pla129
Stock-Based Compensation Plans Restricted Stock Units (Details) - Restricted stock units (RSUs) [Member] - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restricted Stock Units [Abstract] | |||
Non-vested at beginning of year | 47,708 | ||
Granted | 46,426 | ||
Vested | (21,018) | ||
Forfeited | (10,415) | ||
Non-vested at end of year | 62,701 | 47,708 | |
Weighted Average Grant Date Fair Value [Abstract] | |||
Non-vested at beginning of year | $ 81.52 | ||
Granted | 57.11 | $ 70.64 | $ 98.24 |
Vested | 84.37 | ||
Forfeited | 65.78 | ||
Non-vested at end of year | 65.35 | 81.52 | |
Weighted average grant date fair value granted during year | $ 57.11 | $ 70.64 | $ 98.24 |
Total fair value of restricted stock units that vested during year | $ 1.8 | $ 4.2 | $ 4.4 |
Stock-Based Compensation Pla130
Stock-Based Compensation Plans Performance Based Restricted Stock Units (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Performance Shares - 2015 & 2014 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance based restricted stock units, performance period | 3 years | |
Performance based restricted stock units, nonvested, number of shares [Roll Forward] | ||
Non-vested at beginning of year | 28,810 | 28,810 |
Granted | 0 | |
Vested | 0 | |
Forfeited | 0 | |
Non-vested at end of year | 28,810 | |
Performance based restricted stock units, nonvested, weighted average grant date fair value [Abstract] | ||
Non-vested at beginning of year | $ 52.55 | $ 52.55 |
Granted | 0 | |
Vested | 0 | |
Forfeited | 0 | |
Non-vested at end of year | $ 52.55 | |
Performance Shares - 2016 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance based restricted stock units, vesting rights | 100.00% | |
Performance based restricted stock units, nonvested, number of shares [Roll Forward] | ||
Non-vested at beginning of year | 0 | |
Granted | 27,602 | |
Vested | 0 | |
Forfeited | 0 | |
Non-vested at end of year | 27,602 | 0 |
Performance based restricted stock units, nonvested, weighted average grant date fair value [Abstract] | ||
Non-vested at beginning of year | $ 0 | |
Granted | 57.12 | |
Vested | 0 | |
Forfeited | 0 | |
Non-vested at end of year | $ 57.12 | $ 0 |
Minimum [Member] | Performance Shares - 2015 & 2014 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance based restricted stock units, vesting rights | 0.00% | |
Maximum [Member] | Performance Shares - 2015 & 2014 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance based restricted stock units, vesting rights | 100.00% |
Stock-Based Compensation Pla131
Stock-Based Compensation Plans Monet Carlo Assumptions (Details) - Performance Shares - 2015 & 2014 Plan [Member] | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Monte Carlo model | Monte Carlo valuation model | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Correlation Coefficient | 0.5 | 0.6 |
Risk-free interest rate | 0.98% | 0.81% |
Expected dividend yield | 0.00% | 0.00% |
Expected term (in years) | 3 years | 3 years |
Volitility of the Company's common stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 24.00% | 25.00% |
Average correlation coefficient of peer group and S&P 500 companies [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 25.00% | 29.00% |
Stock-Based Compensation Pla132
Stock-Based Compensation Plans Compensation Costs from Equity Awards (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Compensation costs from the Company's stock-based awards | $ 17.9 | $ 14.3 | $ 12.7 |
Compensation costs related to non-vested awards not yet recognized | $ 22.1 | ||
Period over which non-vested awards will be recognized | 3 years | ||
Weighted average period over which non-vested awards will be recognized | 1 year 7 months 27 days | ||
Income tax benefit recognized | $ 4.6 | 4.2 | 4.4 |
Total income tax benefit realized from exercise of equity awards | $ 2.2 | $ 4.1 | $ 11 |
Stock-Based Compensation Pla133
Stock-Based Compensation Plans ESPP (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 1,911,447 | ||
Employee Stock Purchase Plan (ESPP), Compensation Expense | $ 17.9 | $ 14.3 | $ 12.7 |
Employee Stock Purchase Plan (ESPP) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 1,265,625 | ||
ESPP, Purchase Price of Common Stock, Percent | 90.00% | ||
Total stock issued under ESPP since inception | 257,611 | ||
ESPP, Description | 10% purchase discount | ||
Employee Stock Purchase Plan (ESPP), Compensation Expense | $ 0.2 | $ 0.1 | $ 0.1 |
Accumulated Other Comprehens134
Accumulated Other Comprehensive Income (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated other comprehensive income, beginning balance | $ (72,252,000) | $ (153,457,000) | $ (72,252,000) | |
Other comprehensive (loss)/income, before reclassifications | (72,726,000) | (79,524,000) | ||
Amounts reclassified from accumulated other comprehensive income, net of tax | 14,847,000 | (1,681,000) | ||
Other Comprehensive Income (Loss), Net of Tax | (83,968,000) | (81,205,000) | $ (78,341,000) | |
Other comprehensive income/(loss) attributable to G&W | (57,879,000) | |||
Accumulated other comprehensive income, ending balance | (211,336,000) | (153,457,000) | (72,252,000) | |
Net (loss)/income attributable to noncontrolling interest | (41,000) | 0 | 251,000 | |
Foreign currency translation adjustment, Net of tax, Attributable to noncontrolling interest | 8,805,000 | 0 | 0 | |
Unrealized loss on qualifying cash flow hedges,Net of tax, Attributable to noncontrolling interest | (256,000) | 0 | 0 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 0 | 8,508,000 | 0 | 251,000 |
Tax benefit on derivative amount attributable to noncontrolling interest | 110,000 | |||
Defined Benefit Plan [Member] | ||||
Accumulated other comprehensive income, beginning balance | 1,405,000 | 11,005,000 | 1,405,000 | |
Other comprehensive (loss)/income, before reclassifications | (31,155,000) | 9,526,000 | ||
Amounts reclassified from accumulated other comprehensive income, net of tax | 202,000 | 74,000 | ||
Other Comprehensive Income (Loss), Net of Tax | 9,600,000 | |||
Other comprehensive income/(loss) attributable to G&W | (30,953,000) | |||
Accumulated other comprehensive income, ending balance | (19,948,000) | 11,005,000 | 1,405,000 | |
Tax provision on pension amounts reclassified from AOCI | (113,000) | (41,000) | ||
Net Unrealized Gain/(Loss) on Cash Flow Hedges [Member] | ||||
Accumulated other comprehensive income, beginning balance | (2,911,000) | (8,316,000) | (2,911,000) | |
Other comprehensive (loss)/income, before reclassifications | 14,583,000 | (3,650,000) | ||
Amounts reclassified from accumulated other comprehensive income, net of tax | (19,993,000) | (1,755,000) | ||
Other Comprehensive Income (Loss), Net of Tax | (5,405,000) | |||
Other comprehensive income/(loss) attributable to G&W | (5,410,000) | |||
Accumulated other comprehensive income, ending balance | (13,726,000) | (8,316,000) | (2,911,000) | |
Tax benefit on derivative amounts reclassified from AOCI | 11,637,000 | 1,170,000 | ||
Cumulative Foreign Currency Translation Adjustment [Member] | ||||
Accumulated other comprehensive income, beginning balance | $ (70,746,000) | (156,146,000) | (70,746,000) | |
Other comprehensive (loss)/income, before reclassifications | (56,154,000) | (85,400,000) | ||
Amounts reclassified from accumulated other comprehensive income, net of tax | 34,638,000 | 0 | ||
Other Comprehensive Income (Loss), Net of Tax | (85,400,000) | |||
Other comprehensive income/(loss) attributable to G&W | (21,516,000) | |||
Accumulated other comprehensive income, ending balance | (177,662,000) | $ (156,146,000) | $ (70,746,000) | |
Tax benefit on foreign currency amounts reclassified from AOCI | $ 0 |
Supplemental Cash Flow Infor135
Supplemental Cash Flow Information Interest and Taxes Paid(Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Supplemental Cash Flow Information [Abstract] | |||
Interest, net | $ 65,884 | $ 59,564 | $ 43,076 |
Income taxes | $ 45,738 | $ 44,807 | $ 36,179 |
Supplemental Cash Flow Infor136
Supplemental Cash Flow Information Significant Non-Cash Investing Activities(Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Outstanding receivables from outside parties for the funding of capital expenditures | $ 10.7 | $ 23 | $ 32.1 |
Purchases of property and equipment accrued in accounts payable | $ 16.4 | $ 26.2 | $ 51.3 |
Segment and Geographic Area 137
Segment and Geographic Area Information North American, Australian & U.K./European Operations (Details) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2016USD ($)$ / AUD | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($)$ / AUD | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($)$ / £ | Dec. 31, 2016USD ($)regionprovincesreportable_segment$ / AUD | Dec. 31, 2015USD ($)$ / AUD | Dec. 31, 2014USD ($)$ / AUD | Dec. 31, 2016$ / £ | Dec. 31, 2016$ / € | Dec. 31, 2016$ / CAD | Dec. 01, 2016$ / AUD | Dec. 31, 2015$ / £ | Dec. 31, 2015$ / € | Dec. 31, 2015$ / CAD | Mar. 25, 2015$ / £ | Dec. 31, 2014$ / £ | Dec. 31, 2014$ / € | Dec. 31, 2014$ / CAD | |
Segment Reporting Information [Line Items] | ||||||||||||||||||||||
Number of operating regions | region | 10 | |||||||||||||||||||||
Number of reportable segments | reportable_segment | 3 | |||||||||||||||||||||
Restructuring costs | $ 8,182,000 | $ 0 | $ 0 | |||||||||||||||||||
Foreign Currency Exchange Rate, Translation | 0.75 | 1.51 | 0.75 | 0.74 | 1.49 | |||||||||||||||||
Freight revenues | 1,371,566,000 | $ 1,400,547,000 | 1,251,941,000 | |||||||||||||||||||
Freight-related revenues | 536,359,000 | 502,083,000 | 290,787,000 | |||||||||||||||||||
All other revenues | 93,602,000 | 97,771,000 | 96,284,000 | |||||||||||||||||||
OPERATING REVENUES | 2,001,527,000 | 2,000,401,000 | 1,639,012,000 | |||||||||||||||||||
Operating Income/(Loss) | $ 53,571,000 | $ 91,851,000 | $ 87,194,000 | $ 56,996,000 | $ 94,631,000 | $ 117,559,000 | $ 99,451,000 | $ 72,620,000 | 289,612,000 | 384,261,000 | 421,571,000 | |||||||||||
Depreciation and amortization | 205,188,000 | 188,535,000 | 157,081,000 | |||||||||||||||||||
Loss on settlement of foreign currency forward purchase contracts | 0 | (18,686,000) | 0 | |||||||||||||||||||
Interest expense, net | 74,534,000 | 66,592,000 | 54,717,000 | |||||||||||||||||||
Provision for/(benefit from) income taxes | 74,395,000 | 75,894,000 | 107,107,000 | |||||||||||||||||||
Cash expenditures for additions to Property and equipment, net of grants from outside parties | $ 183,450,000 | 329,762,000 | 303,519,000 | |||||||||||||||||||
North American Operations [Member] | ||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||
Number of operating regions | provinces | 8 | |||||||||||||||||||||
Restructuring costs | $ 900,000 | |||||||||||||||||||||
Freight revenues | 913,619,000 | 949,028,000 | 1,008,236,000 | |||||||||||||||||||
Freight-related revenues | 258,922,000 | 227,154,000 | 214,388,000 | |||||||||||||||||||
All other revenues | 64,223,000 | 65,633,000 | 82,137,000 | |||||||||||||||||||
OPERATING REVENUES | 1,236,764,000 | 1,241,815,000 | 1,304,761,000 | |||||||||||||||||||
Operating Income/(Loss) | 319,551,000 | 297,486,000 | 333,194,000 | |||||||||||||||||||
Depreciation and amortization | 147,527,000 | 141,814,000 | 127,421,000 | |||||||||||||||||||
Loss on settlement of foreign currency forward purchase contracts | (16,374,000) | |||||||||||||||||||||
Interest expense, net | 40,985,000 | 39,651,000 | 41,732,000 | |||||||||||||||||||
Provision for/(benefit from) income taxes | 80,701,000 | 69,552,000 | 86,363,000 | |||||||||||||||||||
Cash expenditures for additions to Property and equipment, net of grants from outside parties | 137,334,000 | 266,548,000 | 277,725,000 | |||||||||||||||||||
Australian Operations [Member] | ||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||
Restructuring costs | 800,000 | |||||||||||||||||||||
Freight revenues | 120,622,000 | 146,850,000 | 243,705,000 | |||||||||||||||||||
Freight-related revenues | 95,776,000 | 87,616,000 | 55,461,000 | |||||||||||||||||||
All other revenues | 6,188,000 | 8,486,000 | 14,104,000 | |||||||||||||||||||
OPERATING REVENUES | 222,586,000 | 242,952,000 | 313,270,000 | |||||||||||||||||||
Operating Income/(Loss) | 4,810,000 | 54,842,000 | 90,396,000 | |||||||||||||||||||
Depreciation and amortization | 30,863,000 | 27,425,000 | 28,095,000 | |||||||||||||||||||
Loss on settlement of foreign currency forward purchase contracts | (2,312,000) | |||||||||||||||||||||
Interest expense, net | 13,958,000 | 8,976,000 | 12,152,000 | |||||||||||||||||||
Provision for/(benefit from) income taxes | 988,000 | 12,890,000 | 23,443,000 | |||||||||||||||||||
Cash expenditures for additions to Property and equipment, net of grants from outside parties | 11,285,000 | 31,179,000 | 24,930,000 | |||||||||||||||||||
U.K./European Operations [Member] | ||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||
Restructuring costs | 6,500,000 | |||||||||||||||||||||
Freight revenues | 337,325,000 | 304,669,000 | 0 | |||||||||||||||||||
Freight-related revenues | 181,661,000 | 187,313,000 | 20,938,000 | |||||||||||||||||||
All other revenues | 23,191,000 | 23,652,000 | 43,000 | |||||||||||||||||||
OPERATING REVENUES | 542,177,000 | 515,634,000 | 20,981,000 | |||||||||||||||||||
Operating Income/(Loss) | (34,749,000) | 31,933,000 | (2,019,000) | |||||||||||||||||||
Depreciation and amortization | 26,798,000 | 19,296,000 | 1,565,000 | |||||||||||||||||||
Loss on settlement of foreign currency forward purchase contracts | 0 | |||||||||||||||||||||
Interest expense, net | 19,591,000 | 17,965,000 | 833,000 | |||||||||||||||||||
Provision for/(benefit from) income taxes | (7,294,000) | (6,548,000) | (2,699,000) | |||||||||||||||||||
Cash expenditures for additions to Property and equipment, net of grants from outside parties | $ 34,831,000 | $ 32,035,000 | $ 864,000 | |||||||||||||||||||
Year to Date Average [Member] | ||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||
Foreign Currency Exchange Rate, Translation | 0.74 | 0.75 | 0.74 | 0.75 | 0.90 | 1.36 | 1.11 | 0.76 | 1.53 | 1.11 | 0.78 | 1.65 | 1.33 | 0.91 |
Segment and Geographic Area 138
Segment and Geographic Area Information Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 4,503,319 | $ 4,215,063 |
North American Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 3,590,625 | 3,433,669 |
Australian Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 634,148 | 465,123 |
U.K./European Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 278,546 | $ 316,271 |
Segment and Geographic Area 139
Segment and Geographic Area Information Geographic Area Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
OPERATING REVENUES | $ 2,001,527 | $ 2,000,401 | $ 1,639,012 |
Percent of total operating revenues | 100.00% | 100.00% | 100.00% |
Property and equipment, net | $ 4,503,319 | $ 4,215,063 | |
Percent of total property and equipment | 100.00% | 100.00% | |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
OPERATING REVENUES | $ 1,142,141 | $ 1,143,056 | $ 1,188,084 |
Percent of total operating revenues | 57.10% | 57.10% | 72.50% |
Property and equipment, net | $ 3,353,296 | $ 3,202,963 | |
Percent of total property and equipment | 74.40% | 76.00% | |
Australia [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
OPERATING REVENUES | $ 222,586 | $ 242,952 | $ 313,270 |
Percent of total operating revenues | 11.10% | 12.10% | 19.10% |
Property and equipment, net | $ 634,148 | $ 465,123 | |
Percent of total property and equipment | 14.10% | 11.00% | |
Canada [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
OPERATING REVENUES | $ 94,623 | $ 98,759 | $ 116,677 |
Percent of total operating revenues | 4.70% | 5.00% | 7.10% |
Property and equipment, net | $ 237,328 | $ 230,706 | |
Percent of total property and equipment | 5.30% | 5.50% | |
U.K. [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
OPERATING REVENUES | $ 378,551 | $ 340,747 | $ 0 |
Percent of total operating revenues | 18.90% | 17.00% | 0.00% |
Property and equipment, net | $ 264,954 | $ 303,210 | |
Percent of total property and equipment | 5.90% | 7.20% | |
Netherlands [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
OPERATING REVENUES | $ 101,837 | $ 119,421 | $ 17,693 |
Percent of total operating revenues | 5.10% | 6.00% | 1.10% |
Other [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
OPERATING REVENUES | $ 61,789 | $ 55,466 | $ 3,288 |
Percent of total operating revenues | 3.10% | 2.80% | 0.20% |
Property and equipment, net | $ 13,593 | $ 13,061 | |
Percent of total property and equipment | 0.30% | 0.30% | |
Non-US [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
OPERATING REVENUES | $ 859,386 | $ 857,345 | $ 450,928 |
Percent of total operating revenues | 42.90% | 42.90% | 27.50% |
Property and equipment, net | $ 1,150,023 | $ 1,012,100 | |
Percent of total property and equipment | 25.60% | 24.00% |
Quarterly Financial Data Table
Quarterly Financial Data Table of Quarterly Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating revenues | $ 516,534 | $ 501,002 | $ 501,375 | $ 482,616 | $ 514,853 | $ 546,299 | $ 542,219 | $ 397,030 | |||
Operating Income | 53,571 | 91,851 | 87,194 | 56,996 | 94,631 | 117,559 | 99,451 | 72,620 | $ 289,612 | $ 384,261 | $ 421,571 |
Net income attributable to Genesee & Wyoming Inc. | $ 8,934 | $ 56,785 | $ 48,399 | $ 27,019 | $ 84,934 | $ 63,362 | $ 52,837 | $ 23,904 | $ 141,137 | $ 225,037 | $ 260,755 |
Basic earnings per common share attributable to G&W: (US$ per share) | $ 0.15 | $ 0.99 | $ 0.85 | $ 0.47 | $ 1.49 | $ 1.12 | $ 0.94 | $ 0.43 | $ 2.46 | $ 3.97 | $ 4.71 |
Diluted earnings per common share attributable to G&W: (US$ per share) | $ 0.15 | $ 0.98 | $ 0.83 | $ 0.47 | $ 1.47 | $ 1.10 | $ 0.92 | $ 0.42 | $ 2.42 | $ 3.89 | $ 4.58 |
Quarterly Financial Data Items
Quarterly Financial Data Items affecting quarter results (Details) - USD ($) $ in Millions | 3 Months Ended | |||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | |
After-tax restructuring and related costs | $ 1.4 | $ 0.2 | $ 4 | $ 0.8 | ||||
After-tax business development and related costs | 16.2 | 3.1 | 1.8 | 0.3 | $ 0.8 | $ 1.3 | $ 0.5 | $ 9.5 |
After-tax gain on sale of assets | 0.4 | 0.2 | 0.1 | 0.2 | 0.9 | $ 0.3 | 0.2 | |
After-tax write off of debt issuance costs | 0.5 | 1.3 | ||||||
After-tax loss on settlement of foreign currency forward purchase contracts | 11.6 | |||||||
After tax loss on sale and impairment of assets | 0.8 | |||||||
Adjustment for income tax returns from previous fiscal year | $ 0.4 | |||||||
After-tax out of period impact of final allocation of fair values to assets and liabilities | 1.6 | |||||||
Income tax expense due to the application of the full year effective tax rate | (1.3) | |||||||
Australian Operations [Member] | ||||||||
After tax asset impairment and related charges | 16.8 | |||||||
After-tax restructuring and related costs | $ 1.2 | |||||||
U.K./European Operations [Member] | ||||||||
After-tax acquisition/integration related costs | 0.9 | |||||||
Internal Revenue Service (IRS) [Member] | ||||||||
Tax benefit associated with the United States Short Line Tax Credit | 7.5 | 7.8 | $ 7.2 | $ 6.3 | 27.4 | |||
Her Majesty's Revenue and Customs (HMRC) [Member] | ||||||||
Tax benefit from tax rate adjustment | $ 4.3 | $ 9.7 | ||||||
ERS Railways [Member] | ||||||||
After tax asset impairment and related charges | 21.5 | |||||||
UNITED KINGDOM | ||||||||
After-tax restructuring and related costs | $ 8.6 |
Recently Issued Accounting S142
Recently Issued Accounting Standards Accounting Pronouncements (Details) $ in Thousands | Dec. 31, 2016USD ($) |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Operating Leases, Future Minimum Payments Due | $ 545,849 |
Subsequent Events (Details)
Subsequent Events (Details) - Heart of Georgia Railroad [Member] - Subsequent Event [Member] | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2017carload | Feb. 07, 2017mile | |
Subsequent Event [Line Items] | |||
Business Acquisition, Agreement Date | Feb. 7, 2017 | ||
Track Miles Leased | mile | 219 | ||
Annual carloads transported | 10,000 | ||
Annual carloads interchanged with G&W | 2,000 |