ITEM 2.02. Results of Operations and Financial Condition.

On February 12, 2013, Genesee & Wyoming Inc. (the Company) issued a press release reporting financial results for the fourth quarter of 2012. A copy of the press release is attached hereto as Exhibit 99.1. The attached Exhibit 99.1 is furnished in its entirety pursuant to this Item 2.02 and is incorporated into this Item 2.02 by reference.

ITEM 8.01. Other Events.

As announced in the press release incorporated by reference into Item 2.02 of this Form 8-K, the Company expects to convert all of the Company's outstanding Mandatorily Convertible Perpetual Preferred Stock, Series A-1 (the Series A-1 Preferred Stock), on February 13, 2013. In anticipation of this conversion, on February 7, 2013, the Company entered into an acknowledgment and agreement (the Acknowledgment) with those affiliates of Carlyle Partners V, L.P. (collectively, Carlyle) that hold shares of the Series A-1 Preferred Stock. Pursuant to the Acknowledgment, the parties agreed that all shares of the Company's Class A common stock issuable upon conversion of the Series A-1 Preferred Stock will be registered by the Company for resale pursuant to an effective registration statement by no later than March 14, 2013.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release, dated February 12, 2013 announcing results for the fourth quarter of 2012.

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