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FORM 10-K

þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange

or

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File No. 0-20847

Genesee & Wyoming Inc.

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  þ Yes  o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of the Regulations S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2)  þ Yes  o No

Aggregate market value of Class A Common Stock held by non-affiliates based on closing price on June 30, 2003, as reported by the New York Stock Exchange on the last business day of Registrant’s most recently completed second fiscal quarter: $262,918,616. Shares of Class A Common Stock held by each executive officer, director and holder of 5% or more of the outstanding Class A Common Stock have been excluded in that such persons may be deemed to be affiliates. The determination of affiliate status is not necessarily a conclusive determination for other purposes.

Shares of common stock outstanding as of the close of business on March 2, 2004:

Documents incorporated by reference and the Part of the Form 10-K into which they are incorporated are listed hereunder.

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Genesee & Wyoming Inc. (the Company) is a holding company whose subsidiaries and unconsolidated affiliates own and operate thirty-two short line and regional freight railroads in the United States, Canada, Mexico, Australia and Bolivia. The Company, through its subsidiaries, also provides freight car switching and rail-related services to industrial companies in the United States. The Company was incorporated as a Delaware corporation in 1977.

The Company was founded in 1899 as a 14-mile rail line serving a single salt mine in upstate New York. Since 1977, when Mortimer B. Fuller, III purchased a controlling interest in the Genesee and Wyoming Railroad Company and became Chief Executive Officer, the Company has completed 24 acquisitions and now operates over approximately 8,100 miles of owned, jointly owned or leased track as well as more than 3,000 additional miles under track access arrangements. Based on track miles, the Company believes that:

	•	it is the second-largest operator of regional railroads in North America; and
	•	the Australian Railroad Group (ARG), which is 50% owned by the Company and 50% owned by Wesfarmers Limited (Wesfarmers), owns and operates the second largest privately owned rail business in Australia.

Information set forth in this Item 1 as well as in Item 2 should be read in conjunction with Management’s Discussion and Analysis of Financial Conditions and Results of Operations in Item 7, including the discussion of Risk Factors and Forward-Looking Statements.

The Company makes available free of charge, on or through its Internet web site, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after those materials are electronically filed with or furnished to the Securities and Exchange Commission (SEC). The Company’s Internet address is https:www.gwrr.com. The Company’s website also contains hyperlinks to charters for each of the committees of the Company’s Board of Directors, the Company’s corporate governance guidelines and the Company’s Code of Ethics.

GROWTH STRATEGY

The Company intends to increase its earnings per share and return on invested capital by:

	•	acquiring rail lines that are close to or contiguous with its existing regional rail systems in order to improve asset utilization and reduce operating costs;
	•	broadening its geographic presence by acquiring significant rail lines in new regions where the Company believes there are additional business development and acquisition opportunities;
	•	expanding its revenue base within each region it serves through focused marketing efforts and a high level of customer service; and
	•	improving its operating performance through the reduction of operating expense and the more efficient use of equipment and facilities.

The Company has a disciplined acquisition and investment-driven strategy that focuses on both domestic and international opportunities. From 1977 to 1997, the Company acquired and integrated ten acquisitions in the United States. From 1997 to 2000, the Company acquired or made investments in seven railroads internationally, including in South Australia (1997), Canada (1997), Mexico (1999), Western Australia (2000) and Bolivia (2000). Since 2001, the Company has made seven acquisitions in the U.S. and Canada, including South Buffalo Railway Company (October 2001), Emons Transportation Group (February 2002), Utah Railway Company (August 2002), a rail line leased from Burlington Northern Santa Fe (BNSF) in Oregon (December 2002), and most recently, Arkansas Louisiana & Mississippi Railroad Company, Chattahoochee Industrial Railroad and Fordyce and Princeton R.R. Co., all acquired from Georgia-Pacific Corporation (GP) (December 2003).

The Company’s recent acquisitions and investments include:

	•	rail lines owned by industrial companies, such as Bethlehem Steel, Mueller Industries and GP;
	•	branch lines of Class I railroads;
	•	other regional railroads or short line railroads; and
	•	foreign government-owned railroads that have been privatized.

The Company believes that the market for acquisitions in the United States includes over 500 short line and regional railroads operating over approximately 50,000 miles of track, as well as additional lines expected to be sold by Class I railroads. Internationally, the Company believes there are additional acquisition or privatization candidates in Australia, Canada, South America and other markets. Furthermore, the Company believes that there are a relatively small number of well capitalized operators currently bidding for properties in the international and U.S. rail markets. As a result, the Company believes that it is well positioned to capitalize on additional acquisition opportunities.

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In evaluating potential acquisitions and investments, the criteria the Company considers, among others, include:

	•	projected risk adjusted return on investment;
	•	potential for additional revenue and service improvements;
	•	identifiable cost savings and synergies, such as asset utilization improvements, consolidation of administrative functions, and operational improvements; and
	•	diversification of overall commodity and geographic mix.

In new regions, the Company targets rail properties that have adequate size to establish a presence in the region, provide a platform for growth in the region, and attract qualified management. When acquiring rail properties in its existing regions, the Company targets contiguous rail properties where it believes there are significant opportunities to realize operating efficiencies. The Company’s strategy of building regional rail systems is illustrated by its original U.S. region, the New York-Pennsylvania Region, and ARG, its 50%-owned Australian operation.

	•	New York-Pennsylvania Region. Starting with its original rail line, the Genesee and Wyoming, the Company has completed seven contiguous acquisitions since 1985, creating a regional railroad linking Western New York with Western Pennsylvania. This region now has approximately $47.0 million in annual revenue and a diverse commodity base including coal, petroleum, auto parts, chemicals, pulp and paper, minerals and stone, and steel.
	•	Australian Railroad Group. Over the past six years, the Company has been sequentially building a regional rail business that operates over most of the Australian continent. In Australia, the Company (1) entered the market through the acquisition of the government-owned rail system of South Australia in 1997; (2) secured a contract to operate iron ore supply rail-lines and in-plant rail operations for a steel mill in Whyalla, South Australia in 1999; (3) combined its South Australian railroad business with previously government-owned rail assets of Western Australia, which were acquired by ARG with Wesfarmers in December 2000; (4) acquired an equity interest (2.14% at December 31, 2003) in a consortium to build, own and operate an 885-mile rail line from Alice Springs to Darwin in the Northern Territory of Australia in April 2001; and (5) added a new contract in New South Wales on the east coast of Australia in November 2003.

MARKETING

The Company builds each regional railroad business on a base of large industrial customers, grows that business through marketing efforts, and creates additional revenues by attracting new customers and providing ancillary rail services. By providing improved service to shippers, the Company is often able to provide increased revenue to the Class I carriers that connect with its North American lines. The Company’s marketing efforts are often aimed at enhancing its railroads’ relationships with both Class I carriers and shippers. Thus the Company provides ancillary rail services, such as railcar repair, switching, storage, weighing and blocking and bulk transfer, which enable Class I carriers and customers to move freight more easily and cost-effectively.

OPERATIONS

The Company focuses on lowering operating costs and improving asset efficiency to maximize its return on invested capital, and has historically been able to operate acquired rail lines more efficiently than the Class I railroads and governments from whom it acquired these properties. The Company typically achieves efficiencies through lowering administrative overhead, consolidating equipment and track maintenance contracts, reducing transportation costs, and selling certain assets.

The Company also improves the operating efficiency of its railroads by track rehabilitation. Under certain circumstances, the Company is able to obtain state and federal funding to rehabilitate track because of the importance of certain of the Company’s shippers and railroads to the economic stability and/or development of the regions where they are located. For a discussion of government grants, see Note 15 to the Company’s Consolidated Financial Statements set forth in Part IV, Item 15 of this Annual Report.

INDUSTRY OVERVIEW

According to the Association of American Railroads (AAR), there are 552 railroads in the United States operating over 141,391 miles of track. The AAR segments U.S. railroads into one of three categories based on the amount of their revenues and track miles. Class I railroads, those with over $272.0 million in revenues, represent over 90% of total rail revenues. Regional and local railroads operate approximately 41,000 miles of track in the United States. The primary function of these smaller railroads is to provide feeder traffic to the Class I carriers. In terms of revenue, regional and local railroads combined account for approximately 8% of total rail revenues.

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The following table shows the breakdown of U.S. railroads by classification.

Source: Association of American Railroads, Railroad Facts, 2003 Edition.

The railroad industry in the United States has undergone significant change since the passage of the Staggers Rail Act of 1980, which deregulated the pricing and types of services provided by railroads. Following the passage of the Staggers Act, Class I railroads in the United States took steps to improve profitability and recapture market share. In furtherance of that goal, Class I railroads focused their management and capital resources on their long-haul core systems, and some of them sold branch lines to smaller and more cost-efficient rail operators willing to commit the resources necessary to meet the needs of the shippers located on these lines. Divestiture of branch lines enabled Class I carriers to minimize incremental capital expenditures, concentrate traffic density, improve operating efficiency, and avoid traffic losses associated with rail line abandonment.

Although the acquisition market is competitive, the Company believes that it will continue to find opportunities to acquire rail properties in the United States and Canada from Class I railroads, industrial companies, and independent local and regional railroads. The Company also believes that it will continue to find additional acquisition opportunities in Australia, Canada, South America and other markets.

MANAGEMENT

The Company’s Chief Executive Officer, Chief Operating Officer and Chief Financial Officer have responsibility for overall strategic and financial planning including acquisitions. The Chief Executive Officer is responsible for the Company’s global operations including its equity investments in Australia and South America, while the Chief Operating Officer manages operations in North America. The Company believes that through its decentralized management structure it has developed a culture that encourages employees to take initiative and responsibility which is rewarded through performance-based bonus programs.

NORTH AMERICAN OPERATIONS

  North American Customers

The Company’s North American operations served over 850 customers in 2003 compared with approximately 800 customers in 2002. The largest ten North American customers accounted for approximately 27%, 29% and 30% of the Company’s North American revenues in 2003, 2002 and 2001, respectively. In 2003, 2002 and 2001, the Company’s largest North American customer was a coal-fired electricity generating plant which accounted for approximately 5%, 5% and 7%, respectively, of the Company’s North American revenues. The Company typically handles freight pursuant to transportation contracts among the Company, its connecting carriers and the shipper. These contracts are in accordance with industry norms and vary in duration with a term of up to 20 years. These contracts establish price but do not typically obligate the shipper to move any particular volume.

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  North American Commodities

The Company’s North American railroads transport a wide variety of commodities. Some of the Company’s railroads have a diversified commodity mix while others transport one or two principal commodities. In 2003, coal, coke and ores, and paper products were the two largest commodity groups transported by the Company’s North American railroads, constituting 20.7% and 16.9%, respectively, of total North American freight revenues, and 31.5% and 14.1%, respectively, of total North American carloads. The following table compares North American freight revenues, carloads and average freight revenues per carload for the years ended December 31, 2003 and 2002:

North American Freight Revenues and Carloads Comparison by Commodity Group

Coal, coke and ores consist primarily of shipments of coal to power plants and industrial customers.

Pulp and paper consists primarily of inbound shipments of pulp and outbound shipments of kraft and finished papers.

Petroleum products consist primarily of fuel oil and crude oil.

Minerals and stone consists primarily of cement, gravel and stone used in construction, and salt used in highway ice control.

Lumber and forest products consists primarily of finished lumber used in construction, particleboard used in furniture manufacturing, and wood chips and pulpwood used in paper manufacturing.

Metals consist primarily of scrap metal, finished steel products and coated pipe.

Farm and food products consist primarily of sugar, molasses, rice and other grains and fertilizer.

Chemicals consist primarily of various chemicals used in manufacturing.

Autos and auto parts consist primarily of finished automobiles and stamped auto parts.

Intermodal consists primarily of various commodities shipped in trailers or containers on flat cars.

  North American Non-Freight Revenues

North American non-freight revenues consist of ancillary rail services such as railcar switching, car hire and rental, repair, storage, weighing, blocking and bulk transfer, which enable Class I carriers and customers to move freight more easily and cost-effectively. The Company’s primary components of non-freight revenues are railcar switching revenues, other operating income and car hire and rental revenues. Railcar switching revenues primarily consist of intra-plant switching, which is revenue earned by providing services dedicated to the movement of railcars within industrial plants, and intra-terminal switching, which is revenue earned for the movement of customer railcars from one track to another track on the same railroad. Other operating income primarily consists of trackage rights fees, which are charges to other railroads for running over the Company’s railroads, demurrage and storage, which are charges to customers for holding or storing railcars, and management fees, which are charges for managing rail-related facilities. Car hire and rental revenues primarily include charges paid by other railroads for use of the Company’s railcars for moving freight. In 2003 and 2002, non-freight revenues constituted 25.4% and 24.9%, respectively, of the Company’s total North American operating revenues with railroad switching representing 35.8% and 54.4%, respectively, of total

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North American Non-Freight Revenues Comparison

The following table compares total North American revenues by geographic area for the years ended December 31, 2003 and 2002:

For additional financial information with respect to each of the Company’s geographic areas, see Note 18 to the Company’s Consolidated Financial Statements set forth in Part IV, Item 15 of this Annual Report on Form 10-K. Typically, the Company experiences relatively lower revenues in the first and fourth quarters of each year as the holiday season and colder weather tend to reduce shipments of certain products such as construction materials. In addition, due to adverse winter weather conditions, the Company also tends to incur higher operating costs during the first and fourth quarters. As a result, the Company typically initiates capital projects in the second and third quarters when weather conditions are more favorable. However, certain of the Company’s traffic, such as coal for electricity generating facilities and salt for road de-icing, may benefit from particularly cold weather.

  North American Employees

As of December 31, 2003, the Company’s North American railroads and industrial switching locations had 1,838 full-time employees. Of this total, 831 are members of national labor organizations. The Company’s North American railroads have 29 contracts with these national labor organizations which have expiration dates ranging to 2006. The Company has also entered into employee bargaining agreements with an additional 66 employees who represent themselves, which have renewal dates ranging to 2005. The Company believes that its relationship with its employees is good.

AUSTRALIAN OPERATIONS (Equity Accounting)

The Australian Railroad Group (ARG), which is 50% owned by the Company and 50% owned by Wesfarmers Limited, is reflected in the Company’s statement of income using the equity method of accounting. In the year ended December 31, 2003, ARG contributed $10.4 million, or 36.1%, of the Company’s total net income.

ARG is composed of three principal subsidiaries, Australia Southern Railroad Pty Ltd (ASR), Australia Western Railroad Pty Ltd (AWR), and Westnet Rail Pty Ltd (Westnet). Both AWR and ASR operate locomotives and rail cars to provide rail freight service to customers in the states of Western Australia and South Australia, respectively. In Western Australia, Westnet is the owner of the standard gauge and narrow gauge track infrastructure and charges track access fees to rail operators that use its track infrastructure, including AWR. ARG also has track access agreements with entities owned by the Commonwealth government, the New South Wales government and the Queensland government, thereby providing ARG with the ability to provide rail freight service across the Australian continent. In November 2003, ARG added a new customer in the State of New South Wales.

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  Australian Customers

ARG currently serves over 75 customers. A significant portion of ARG’s revenues is attributable to customers operating in the grain, ores and minerals and alumina industries. ARG’s largest ten customers accounted for approximately 70%, 69% and 67% of its revenues for the years ended December 31, 2003, 2002 and 2001, respectively. ARG’s largest customer, AWB Limited (a major marketer and exporter of Australian wheat), accounted for 20%, 22% and 22% of its revenues for the years ended December 31, 2003, 2002, and 2001. ARG typically ships freight under transportation contracts, which vary from customer to customer and in duration from one to ten years, subject to certain review and extension provisions.

  Australian Commodities

The following table provides ARG’s freight revenues, carloads and average freight revenues per carload for the years ended December 31, 2003 and 2002. (All references to currency amounts included in this Annual Report on Form 10-K, including the financial statements, are in U.S. dollars unless specifically noted otherwise):

Australian Railroad Group Freight Revenues and Carloads by Commodity Group

  Australian Non-Freight Revenues

ARG’s non-freight railroad revenues consist of rail services such as track access fees charged to other railroads, services related to the Alice Springs to Darwin rail line construction, including the movement of construction materials and operations management, diesel fuel sales to other railroads, and other ancillary revenues. The following table compares ARG’s non-freight revenues for the years ended December 31, 2003 and 2002:

Australian Railroad Group Non-Freight Revenues Comparison

  Australian Employees

As of December 31, 2003, ARG had 1,051 full-time employees. Of this total, approximately 28.5% are employed under collective bargaining agreements. In South Australia, ARG has one collective bargaining agreement that expires in September 2004. ARG is close to reaching agreement on a collective Enterprise Bargaining Agreement covering the majority of Western Australian employees. ARG believes that its relationship with its employees is good.

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NORTH AMERICAN SAFETY

The Company’s safety program involves all employees and focuses on the prevention of accidents and injuries. The Senior Vice President of each Region is accountable for the results of the program. Each region has an officer responsible for day-to-day program administration. The Company maintains a corporate-wide safety program facilitated by the Vice President & Chief Safety Officer. A Compliance Officer and a Safety Director report to the Chief Safety Officer. The Company works continuously to comply with all federal, state, and local government regulations. Operating personnel are trained and certified in train operations, the transportation of hazardous materials, safety and operating rules, and governmental rules and regulations.

NORTH AMERICAN INSURANCE

The Company has obtained insurance coverage for losses arising from personal injury and for property damage in the event of derailments or other accidents or occurrences. The liability policies have self-insured retentions ranging from $200,000 to $500,000 per occurrence. In addition, the Company maintains excess liability policies which provide supplemental coverage for losses in excess of primary policy limits. With respect to the transportation of hazardous commodities, the Company’s liability policy covers sudden releases of hazardous materials, including expenses related to evacuation. Personal injuries associated with grade crossing accidents are also covered under the Company’s liability policies. The Company also maintains property damage coverage, subject to a standard pollution sub-limit and self-insured retentions ranging from $100,000 to $500,000.

Employees of the Company’s United States railroads are covered by the Federal Employers’ Liability Act (FELA), a fault-based system under which injuries and deaths of railroad employees are settled by negotiation or litigation. FELA-related claims are covered under the Company’s liability insurance policies. Employees of the Company’s industrial switching business are covered under workers’ compensation policies.

The Company believes its insurance coverage is adequate in light of its experience and the experience of the rail industry.

NORTH AMERICAN COMPETITION

In acquiring rail properties, the Company generally competes with other short line and regional railroad operators. Competition for rail properties is based primarily upon price and the seller’s assessment of the buyer’s railroad operating expertise and financing capability. The Company believes its established reputation as a successful acquiror and operator of short line rail properties, combined with its managerial and financial resources, effectively positions it to take advantage of acquisition opportunities.

Each of the Company’s railroads is typically the only rail carrier directly serving its customers; however, the Company’s railroads compete directly with other modes of transportation, principally motor carriers, and, on some routes, ship, barge and pipeline operators. Competition is based primarily upon the rate charged and the transit time required, as well as the quality and reliability of the service provided, for an origin-to-destination transportation service. To the extent other carriers are involved in transporting a shipment, the Company cannot control the cost and quality of such service. To the extent that highway competition is involved, the effectiveness of that competition is affected by government policy with respect to fuel and other taxes, highway tolls, and permissible truck sizes and weights.

To a lesser degree, the Company also faces competition with similar products made in other areas, a kind of competition commonly known as “geographic competition.” For example, a paper producer may choose to increase or decrease production at a specific plant served by one of the Company’s railroads depending on the relative competitiveness of that plant versus paper plants in other locations.

REGULATION

The Company’s U.S. railroads are subject to regulation by:

	•	the Surface Transportation Board (STB),
	•	the Federal Railroad Administration,
	•	state departments of transportation, and
	•	some state and local regulatory agencies.

The STB is the successor to certain regulatory functions previously administered by the Interstate Commerce Commission (ICC). Established by the ICC Termination Act of 1995, the STB has jurisdiction over, among other things, freight rates (where there is no effective competition), extension or abandonment of rail lines, the acquisition of rail lines, and consolidation, merger or acquisition of control of rail common carriers. In limited circumstances, the STB may condition its approval of an acquisition upon the acquiror of a railroad agreeing to provide severance benefits to certain subsequently terminated employees. The Federal Railroad Administration has jurisdiction over safety.

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Canada

St. Lawrence & Atlantic Railroad (Quebec) is subject to the jurisdiction of the federal government of Canada while Quebec Gatineau Railway and Huron Central Railway are subject to the jurisdiction of provincial governments of Quebec and Ontario, respectively.

Federally regulated railways fall under the jurisdiction of the Canada Transportation Agency (CTA) and Transport Canada (TC) and are subject to the provisions of the Railway Safety Act. The CTA has power to regulate construction and operation of railways, financial transactions of railway companies, all aspects of rates, tariffs and services, and the transferring and discontinuing of the operation of railway lines. TC administers the Railway Safety Act which ensures that federally regulated railway companies abide by all regulations with respect to engineering standards governing the construction or alteration of railway works and the operation and maintenance standards of railway works and equipment.

Provincially regulated railways operate within the boundary of one province and hold a Certificate of Fitness delivered by a provincial authority. In the Province of Quebec, the Fitness Certificate is delivered by the Transport Commission of Quebec, while in Ontario, under the Short Line Railways Act, a license has to be obtained from the Registrar of Short Line Railways. Construction, operation and discontinuance of operation are regulated, as well as railway services.

Australia

In Australia, regulation of rail safety is generally governed by State legislation and administered by State regulatory agencies. Regulation of access is governed by overriding Federal legislation with State based regimes operating in compliance with that legislation. ARG’s assets are therefore subject to the regulatory regimes governing safety in each of Western Australia, South Australia, the Northern Territory, Victoria and New South Wales. In addition, with respect to access to rail infrastructure, ARG’s Australian assets are subject to individual access regimes established under Part IIIA of the Trade Practices Act 1974.

ARG’s interstate access includes the standard gauge tracks linking Wodonga (in Victoria), Melbourne (in Victoria), Adelaide (in South Australia), Broken Hill (in New South Wales), Tarcoola (in South Australia) and Kalgoorlie (in Western Australia). The interstate network is part of the larger standard gauge network linking all capital cities in Australia from Brisbane to Perth, as well as Broken Hill in New South Wales and Alice Springs in the Northern Territory. Those parts of this larger standard gauge network which are not covered by the interstate network are governed by the various State access regimes and the national access regime.

Mexico

In Mexico, the Secretary of Communications and Transport (SCT) has jurisdiction over, among other things:

	•	policies and programs related to the railroad system,
	•	the granting of concessions,
	•	the regulation of the concessions and resolution of any issues regarding amendments or terminations to the concessions,
	•	the regulation of tariff application, and
	•	the imposition of sanctions when operators have not complied with the terms of a concession.

A Mexican railroad is also subject to the Mexican Foreign Investments Law and the Federal Law of Economic Competition. The Foreign Investments Law governs the ownership of Mexican Railroads by foreign entities, such as the Company’s Mexican railroad, while the Law of Economic Competition is an antitrust statute.

ENVIRONMENTAL MATTERS

The Company’s operations are subject to various federal, state, provincial and local laws and regulations relating to the protection of the environment. In the United States, these environmental laws and regulations, which are implemented principally by the Environmental Protection Agency and comparable state agencies, govern the management of hazardous wastes, the discharge of pollutants into the air and into surface and underground waters, and the manufacture and disposal of certain substances. Similarly, in Canada, these functions are administered at the federal level by Environment Canada and the Department of Transport and comparable agencies at the provincial level. In Mexico, these functions are administered at the federal level by the Secretary of Environment, Natural Resources and Fisheries and the Attorney General for Environmental Protection, and by comparable agencies at the state level. In Australia, these functions are administered primarily by the Department of Transport on a federal level and by environmental protection agencies at the state level. There are no material environmental claims currently pending or, to the Company’s knowledge, threatened against the Company or any of its railroads. In addition, the Company believes that the operations of its railroads are in material compliance with current laws and regulations. The Company estimates that any expenses incurred in maintaining compliance with current laws and regulations will not have a material effect on the Company’s earnings or capital expenditures.

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In Mexico, the Company’s wholly-owned subsidiary, Compañía de Ferrocarriles Chiapas-Mayab, S.A. de C.V., was awarded a 30-year concession to operate certain railways owned by the government-owned rail company. Under the terms of the concession agreement, the federal railway company remains responsible for remediation of all contamination that occurred prior to the execution date of the concession agreement.

The Commonwealth of Australia has acknowledged that certain portions of the leasehold and freehold land acquired under the sale and purchase agreement by ASR contains contamination arising from activities associated with previous operators. The Commonwealth has carried out certain remediation work to meet existing South Australian environmental standards which reflect the purpose for which the land was used at the date of the Sale and Purchase Agreement.

RISK FACTORS

The Company’s operations and financial condition are subject to certain risks that could cause actual operating and financial results to differ materially from those expressed or forecast in the Company’s forward-looking statements. For a complete description of the Company’s general risk factors including risk factors of foreign operations, see Item 7 Management’s Discussion and Analysis elsewhere in this Annual Report on Form 10-K.

FORWARD-LOOKING STATEMENTS

The information contained in this Annual Report on Form 10-K, including Management’s Discussion and Analysis Item 7 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events and future performance of Genesee & Wyoming Inc. Words such as “anticipates,” “intends,” “plans,” “believes,” “seeks,” “expects,” “estimates,” variations of these words and similar expressions are intended to identify these forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to forecast. Actual results may differ materially from those expressed or forecast in these forward-looking statements. These risks and uncertainties include those noted under the caption “Risk Factors” in Item 7, as well as those noted in documents that the Company files from time to time with the Securities and Exchange Commission, such as Forms 10-K and 10-Q which contain additional important factors that could cause actual results to differ from current expectations and from the forward-looking statements contained herein.

The Company, through its subsidiaries and unconsolidated affiliates, currently has interests in thirty-two railroads of which twenty-four are in the United States, three are in Canada, three are in Australia, one is in Mexico and one is in Bolivia. These rail properties typically consist of the track and the underlying land. Real estate adjacent to the railroad rights-of-way is generally retained by the seller, and the Company’s holdings of such property are not material. Similarly, the seller typically retains mineral rights and rights to grant fiber optic and other easements in the properties acquired by the Company’s railroads. Several of the Company’s railroads are operated under terms of leases or operating licenses in which the Company does not assume ownership of the track and the underlying land.

The Company’s railroads operate over approximately 8,100 miles of track that is owned, jointly-owned or leased by the Company or its affiliates. The Company’s or its affiliates’ railroads also operate, through various trackage rights agreements, over more than 3,000 miles of track that is owned or leased by others.

The following table sets forth certain information as of December 31, 2003 with respect to the Company’s railroads:

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	(1)	See Legend of Connecting Carriers following this table.
	(2)	In addition, ALY operates by trackage rights over 3 miles of NS. ALY merged with BPRR on January 1, 2004.
	(3)	In addition, BR operates by trackage rights over 14 miles of BPRR. BR merged with BPRR on January 1, 2004.
	(4)	Includes 92 miles under perpetual leases and 41 miles and 9 miles under leases expiring in 2027 and 2090, respectively. In addition, BPRR operates by trackage rights over 14 miles of CSX under an agreement expiring in 2018, and 44 miles of NS under an agreement expiring in 2027. The Company is seeking to rationalize approximately 58 miles of owned track that parallels track under the NS trackage rights agreement.
	(5)	The GNWR is now operated by RSR.
	(6)	In addition, PS operates over 13 miles pursuant to an operating contract. PS merged with BPRR on January 1, 2004.
	(7)	In addition, RSR has a haulage contract over 52 miles of CP.
	(8)	In addition, IMR operates by trackage rights over 15 miles of IC, 9 miles of PPU and 5 miles of UP.
	(9)	Includes 53 miles under lease expiring in 2015 with a 10-year renewal unless terminated by either party, 53 miles formerly under lease which was purchased in November, 1997, and is operated under a rail service easement, 92 miles which was purchased in July, 1997, and beginning in December 2002, 76 miles under lease expiring in 2017. In addition, PNWR operates by trackage rights over 2 miles of UP and 4 miles of POTB.

(10)	All under lease expiring in 2013, with renewal options subject to both parties’ consent. In addition, WPRR operates over 41 miles of UP under a concurrent trackage rights agreement.
(11)	Includes 14 miles under a lease expiring in 2011. In addition, LDRR operates by trackage rights over 91 miles of UP under an agreement terminable by either party after 1997 and has a haulage contract with M.A. Patout & Sons over 4 miles of track.
(12)	All leased on a month-to-month basis under a Lease and Option to Purchase Agreement which commenced in 1989.
(13)	Includes 12.5 miles under lease expiring in 2009.
(14)	All under lease expiring in 2005.
(15)	All under lease expiring in 2007.
(16)	All under lease expiring in 2006.
(17)	All under lease expiring in 2006.

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(18)	Subsidiary of Emons Transportation Group, Inc., acquired February 22, 2002.
(19)	URC was acquired August 28, 2002. In addition, URC operates by trackage rights over 326 miles of UP.
(20)	Subsidiary of Utah Railway Company, acquired August 28, 2002. In addition, SLCS operates by trackage rights over 21 miles of UP.
(21)	All acquired on December 31, 2003.
(22)	All under lease expiring in 2017, with renewal options subject to both parties’ consent.
(23)	Consists of 275 miles which are owned and 18 which are under lease expiring in 2017, with renewal options subject to both parties’ consent. In addition, QGRY operates by trackage rights over 27 miles of CP.
(24)	All under a 30-year concession agreement operating on track structure which is owned by a government company. In addition, FCCM operates by trackage rights over 210 miles on Ferrosur (another privatized rail concession) and a government-owned line.
(25)	ARG is composed of three principal subsidiaries, Australia Southern Railroad Pty Ltd (ASR), Australia Western Railroad Pty Ltd (AWR), and WestNet Rail Pty Ltd (Westnet). ARG leases track infrastructure from the State of Western Australia for 49 years and from the State of South Australia for 50 years. In Western Australia, ARG’s operations are composed of AWR, which operates locomotives and rail cars to provide rail freight service to its customers, and Westnet, which owns the track infrastructure over which rail operations, including AWR, operate. ARG also has track access agreements with entities owned by the Commonwealth government, the New South Wales government and the Queensland government, thereby providing ARG with the ability to provide rail freight service across the Australian continent.
(26)	All under a 40-year concession agreement operating on track structure which is owned by the state-owned rail company Red Ferroviario Oriental.

EQUIPMENT

As of December 31, 2003, rolling stock of the Company’s North American operations consisted of 345 locomotives of which 235 were owned and 110 were leased, and 8,069 freight cars, of which 680 were owned and 7,389 were leased.

The Company is a defendant in certain lawsuits resulting from its operations. Management believes that the Company has adequate provisions in the financial statements for any expected liabilities which may result from disposition of such lawsuits. While it is possible that some of the foregoing matters may be resolved at a cost greater than that provided for, it is the opinion of management that the ultimate liability, if any, will not be material to the Company’s operating results, financial condition or liquidity.

Item 4. Submission of Matters to a Vote of Security Holders

None

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Stock Market Results. On June 24, 1996, the Company’s Class A Common Stock began publicly trading and was quoted on the Nasdaq National Market until September 26, 2002, under the trading symbol GNWR. On September 27, 2002, the Company’s Class A Common Stock began publicly trading on the New York Stock Exchange under the trading symbol GWR. On February 11, 2004, February 14, 2002 and May 1, 2001 the Company announced three-for-two common stock splits in the form of 50% stock dividends. All share, per share and par value amounts presented herein have been restated to reflect the retroactive effect of the three stock splits. The tables below show the range of high and low actual trade prices for the Company’s Class A Common Stock during each quarterly period of 2003, 2002 and 2001.

The Company’s Class B Common Stock is not publicly traded.

Dividends. The Company did not pay cash dividends in 2003, 2002 or 2001. The Company does not intend to pay cash dividends for the foreseeable future and intends to retain earnings, if any, for future operation and expansion of the Company’s business. Any determination to pay dividends in the future will be at the discretion of the Company’s Board of Directors and will be dependent upon the Company’s results of operations, financial condition, contractual restrictions and other factors deemed relevant by the Board of Directors.

Number of Holders. On March 2, 2004 there were 154 holders of record of the Company’s Class A Common Stock and 9 holders of record of the Company’s Class B Common Stock.

Recent Sales of Unregistered Securities. During 2003, the Company issued the securities listed below which were not registered under the Securities Act of 1933, as amended (the Act). Each of such issuances was made by private offering in reliance on the exemption from the registration provisions of the Act provided by Section 4(2) of the Act. The facts relied upon to establish such exemption included the recipients’ representations as to their investment intent with respect to such securities and restrictions on the transfer of such securities imposed by the Company.

	(1) On January 11, 2003, the Company issued to one of its directors, for no additional consideration, options under the Genesee & Wyoming Inc. 1996 Stock Option Plan for Outside Directors to purchase an aggregate of 3,375 shares of Class A Common Stock at an exercise price of $13.95 per share. The shares issuable upon exercise of such options are the subject of a Registration Statement on Form S-8 under the Act.
	(2) On May 29, 2003, the Company issued to one of its employees, for no additional consideration, options under the Genesee & Wyoming Inc. 1996 Stock Option Plan to purchase an aggregate of 22,500 shares of Class A Common Stock at an exercise price of $13.59 per share. The shares issuable upon exercise of such options are the subject of a Registration Statement on Form S-8 under the Act.
	(3) On May 29, 2003, the Company issued to four of its directors, for no additional consideration, options under the Genesee & Wyoming Inc. 1996 Stock Option Plan for Outside Directors to purchase an aggregate of 13,500 shares of Class A Common Stock at an exercise price of $13.59 per share. The shares issuable upon exercise of such options are the subject of a Registration Statement on Form S-8 under the Act.
	(4) On July 31, 2003, the Company issued to an aggregate of 203 of its employees, for no additional consideration, options under the Genesee & Wyoming Inc. 1996 Stock Option Plan to purchase an aggregate of 442,377 shares of Class A Common Stock at an exercise price of $14.94 per share, and 6,693 shares of Class A Common Stock at an exercise price of $16.43 per share. The shares issuable upon exercise of such options are the subject of a Registration Statement on Form S-8 under the Act.
	(5) On August 21, 2003, the Company issued to two of its directors, for no additional consideration, options under the Genesee & Wyoming Inc. Stock Option Plan for Outside Directors to purchase an aggregate of 6,750 shares of Class A Common Stock at an exercise price of $15.59 per share. The shares issuable upon exercise of such options are the subject of a Registration Statement on Form S-8 under the Act.

See Item 12 for the equity compensation plan table required by this Item 5.

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The following selected consolidated income statement data and selected consolidated balance sheet data of the Company as of and for the years ended December 31, 2003, 2002, 2001, 2000, and 1999, have been derived from the Company’s consolidated financial statements. All of the information should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. See also Item 7.