Railway Reform: Toolkit for improving Rail Sector Performance
Case Study: Union Pacific
The World Bank
Page 569
Case Study
Union Pacific
380
1 Introduction
During the mid-late 1990s, the management of Union Pacific Railway (UP)
adopted a significant change in business strategy, focusing on its core railway busi-
ness. During the late 1970s and throughout the 1980s, UP had sought to diversify
away from its core business through large investments in non-railway ventures,
including subsidiary companies in the solid waste, trucking, and natural resources
sectors (i.e. oil and gas). During the 1990s, however, supported by a more favorable
regulatory and policy environment, UP sought to compete better with the trucking
sector through redeploying its capital towards expanding and optimizing its core
railway business. UP’s transition towards a “pure” railway had the following three
key elements:
The divestiture of select non-railway assets to free up capital;
The acquisition of Chicago and Northwestern and Southern Pacific to grow its
railway-related business, using a mixture of debt and equity; and
Intensive capital investment and the rationalization of railway assets, to im-
prove the overall efficiency of its network.
Between 1994 and 1996, UP went from a railway-intensive conglomerate to a
nearly-pure railway business. This transformation was completed in 2003 with the
spinoff of UP’s trucking business, Overnite Corp
381
. This allowed UP to have a
sharper focus on railways, which helped UP to get more from its assets and to offer
a better service.
Although the financial impacts of UP’s decision to focus on its core railway busi-
ness were negative in the short and medium terms, the company’s decision to shift
its focus resulted in improved technical and financial performance over the long
term.
This case study first describes the policy and regulatory environment prior to and
during UP’s transition. It then discusses the actions UP took to effect a transition
380
This case study is largely based on Lawrence, Martha; Ollivier, Gerald. 2015.
Attract-
ing Capital for Railway Development in China
. World Bank, Washington, DC. © World
Bank. https://openknowledge.worldbank.org/handle/10986/23800 License: CC BY 3.0
IGO. URI: http://hdl.handle.net/10986/23800
381
UP had originally attempted to sell its trucking business in 1998 but failed to receive
a favorably priced offer.
Railway Reform: Toolkit for improving Rail Sector Performance
Case Study: Union Pacific
The World Bank
Page 570
and the challenges the company faced during its transition, followed by the discus-
sion of the transition’s overarching results and finally conclusions with lessons
drawn from UP’s experience.
2 The Situation Surrounding UP’s Transition
2.1
Pre-Transition
Throughout the 1970s, unfavorable railway regulation alongside increased compe-
tition from trucking adversely affected the technical and financial performance of
the US railway industry. Between 1970 and 1979, the industry’s return on invest-
ment resultantly never exceeded 2.9 percent
382
. During this period, UP’s non-rail-
way businesses in oil, natural gas, coal and soda ash resources (all originally devel-
oped from land grants) increasingly contributed to the company’s net income.
Whereas these non-railway business contributed to 21 percent of UP’s net income
between 1969 and 1974, they contributed 61.7 percent between 1979 and 1982
383
.
Believing that there could be more opportunities for higher returns in the non-
railroad business, UP’s management sought further diversification. By 1988, UP
had become a conglomerate with extensive and growing interests in the real estate,
natural resources, trucking, and solid waste sectors. Notable holdings in 1988 in-
cluded:
Upland Industries Corporation, a company charged with administering UP’s
real estate holdings, estimated at nearly one million acres of land, in addition
to approximately seven million acres of mineral rights in 13 states;
Companies involved in the exploration, development and production of natu-
ral gas liquids and crude oil throughout several basins in the US and Canada;
Ventures in the oil and gas sector’s midstream (refining) and downstream
(marketing) value chain;
Joint venture and royalty interests in several coal and trona (natural soda ash)
mines in Wyoming;
Overnite Transportation Company, an interstate trucking company serving all
U.S. states, Canada, Mexico, and the U.S. Virgin Islands; and
United States Pollution Control Incorporated, a hazardous waste disposal
company.
382
Association of American Railroads. (Apr. 2016) "America’s Freight Railroads under
Balanced Regulation." Association of American Railroads. https://www.aar.org/Back-
groundPapers/Impact%20of%20the%20Staggers%20Act.pdf
383
Ibrayeva, E., and Terrence, T. "Union Pacific: Through Deregulation & Beyond."
American Journal of Management 14.1-2 (2014): 47-61. http://www.na-business-
press.com/AJM/IbrayevaE_Web14_1-2_.pdf
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Case Study: Union Pacific
The World Bank
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2.2
The Prevailing Policy and Regulatory Environment
In 1980, the Congress passed the Staggers Act, which, for the first time in decades,
allowed for railways to compete more effectively with trucks, through enabling rail-
ways to take previously disallowed actions to enhance their operational and finan-
cial performance.
Prior to Staggers, the railway industry was primarily guided by the Interstate Com-
merce Act of 1887. The Act created the basic legal and regulatory framework for
railways through assigning them with common carrier and passenger service obli-
gations, limiting reductions in railway levels of service and/or track, regulating
railway tariffs, and forbidding discrimination in service and/or tariffs. In 1976, fol-
lowing one of the worst financial years in the history of American railways, the
Railroad Revitalization and Regulatory Reform Act was introduced. This Act mod-
ified the Interstate Commerce Act, introducing some flexibility in rates and allow-
ing more track/service reductions. Although the Railroad Revitalization and Re-
form Act marked a step in the right direction, more sweeping reform was re-
quired
384
.
The Staggers Act allowed railways to price competing routes and services differ-
ently, and also streamlined procedures for the abandonment and sale of rail
lines
385
. The enabling effects of Staggers, combined with continued competitive
pressures from the trucking sector, led to an unprecedented trend of mergers and
acquisitions among large railways in the United States throughout the 1980s and
1990s. Such mergers were aimed at helping railways achieve economies of scale,
scope and density, ultimately enhancing their ability to compete with the trucking
industry
386
.
2.3
UP’s Change in Strategy
Supported by a more favorable policy and regulatory environment for railways, by
1989, UP’s management believed that extending UP’s network and improving its
overall efficiency would better position the company to compete with trucking
while earning higher returns. UP’s management therefore refocused its interest on
the railway business. This appears to have been the driving force behind UP’s de-
cision to divest non-railway businesses and redeploy capital towards becoming a
“pure” railroad.
384
The Staggers act further modified the Interstate Commerce Act and Railroad Revitali-
zation and Reform Act to provide for substantial deregulation of freight tariffs, allowing
railways to contract with customers, easing restrictions of railway mergers and allowing
the railways to close and divest any railway lines with insufficient traffic. The Rails to
Trails act of 1983, further enhanced the ability of railroads to abandon freight service
on specific lines.
385
Prior to Staggers, rates between a given origin and destination were mandated by the
ICC and railways were required to service routes irrespective of their traffic potential.
386
When UP began its transition, the railway industry in the US included eleven large,
vertically integrated, private investor-owned freight railways (Class 1 railways). Today,
the US has four large and three small “Class 1” railways, in addition to more than 500
smaller railways.
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Case Study: Union Pacific
The World Bank
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3 UP’s Transition
The most notable events in UP’s transformation were: (i) the sale of its non-railway
businesses in 1994 and 1995; and (ii) its railway acquisitions in 1995 and 1996. (See
Figure 1 and Figure 2.)
These events are described below, followed by post-acquisition improvements.
3.1
Divestiture of Non-Railway Assets
The starting point of UP’s transition was the sale of its non-railway assets, namely:
The US$ 225 million divestiture of a waste management business in 1994; and
The US$ 2.4 billion spinoff of a natural resources business in 1995.
The spinoff of UP’s natural resources business in particular helped to free up cap-
ital for redeployment on railway-related endeavors. In 1998, UP also sought to sell
its stake in a less-than-truckload shipping business known as “Overnite.” However,
this divestiture was delayed until 2003 when UP secured a favorable price.
Railway Reform: Toolkit for improving Rail Sector Performance
Case Study: Union Pacific
The World Bank
Page 573
3.2
Acquisition of Railway Businesses
In 1995, UP purchased the Chicago and North Western Transportation Company
(CNW) for US$1.4 billion in cash. CNW’s east-west mainline gave UP a direct route
from Los Angeles to Chicago. At the time of the purchase, UP already owned 25
percent of CNW, and CNW moved UP’s trains under a haulage agreement.
This was followed in 1996 by a merger with Southern Pacific Railway (SP). The SP
merger was particularly influential in shaping UP’s business around a renewed fo-
cus on railways alone. The merger cost UP US$4.1 billion. Equity share conversions
financed 60 percent of this price, with cash paying for the remaining 40 percent.
Between 1994 and 1997, UP’s acquisitions and capital investment program in-
creased the net value of railway assets on its balance sheet by nearly three times.
In 1993, railways constituted only 70 percent of UP’s net assets with non-railways
businesses accounting for the balance. By 1996, railways constituted 97 percent of
UP’s net assets.
Prior to these major purchases, the market value of UP’s debt and equity was ap-
proximately US$ 8-9 billion. The CNW acquisition was relatively small compared
to the overall size of UP. In contrast, the SP merger increased the size of UP’s rail-
way business by about half.
Supplementary Acquisition Strategies
Equity and debt – more of both:
The financial mechanisms that UP used to
execute its change in business strategy included corporate debt instruments and
issuance of additional equity shares on the New York Stock Exchange. On balance,
UP used more debt than equity in funding its transformation and increased its
lease-adjusted debt to equity ratio from roughly 1 in 1994 to 1.5 in 1996. (See Figure
3.)
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Case Study: Union Pacific
The World Bank
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Stretching the balance sheet:
Aside from conventional debt and equity fi-
nancing, UP made greater use of leasing arrangements. While these instruments
have debt-like features (i.e. a promise of future payment), provisions in US Gener-
ally Accepted Accounting Principles enable lessors to avoid capitalizing some types
of leases on their balance sheet as debt liabilities. The net effect is to provide more
accounting headroom for borrowing for other purposes.
3.3
Post-Acquisition Improvements
UP’s acquisition of CNW and SP had the immediate effect of expanding the single
network by 18,388 km to more than double its 1994 length. Though integrating
operations proved difficult (see post-acquisition challenges below), UP eventually
succeeded in capturing important efficiencies that this larger network could offer.
Most notably, the integrated network gave shippers access to direct routes that
saved time and offered increased reliability. For example, the CNW Acquisition
gave UP a direct line from Los Angeles to Chicago, a main intermodal route. The
combined UP-SP merger created a single-line rail service along the I-5 interstate
corridor between the US Pacific Northwest and destinations in California. UP’s
combined network allowed for new service offerings that specifically aimed at com-
peting with the road trucking industry. One offering this provided was “5-7-9 Ser-
vice”, which promised shipment from the Pacific Northwest to Northern California
within five days, Southern California within seven days and Las Vegas/Phoenix
within nine days.
In addition, the acquisitions also gave UP access to the Powder River Basin in
southeast Montana and northeast Wyoming, known for coal deposits. This access
enabled UP to generate important revenue to maintain and invest in its network.
It also set the stage for improvements to the Alameda Corridor, which has bene-
fited the ports, the City of Los Angeles, and the US in general, by creating an effi-
cient rail-port connection.
Aside from offering a longer network and more direct routes, UP also achieved
three key improvements in the post-merger years:
The rationalization of track assets;
The increased use of rolling stock assets; and
Intensive capital investment in rehabilitation / refurbishment.
Along with the rationalization of track assets, the convenience of more direct
routes helped improve the utilization of the UP network faster than the national
average for Class 1 railways in the years following the acquisitions. Increases in the
utilization of UP’s post-acquisition network also significantly outpaced the nearest
competitor, BNSF. (See Figure 4.)
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Case Study: Union Pacific
The World Bank
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In the years following the acquisition, UP slowly divested of, or abandoned, less
profitable lines (see Figures 4 and 5). Most notably, UP’s branch line network
shrank by 2,398 km (28 percent) in the five years between 1996 and 2001. This
helped UP focus its “pure” railway business on a core network of more profitable
routes. UP’s strategy helped capture increased “economies of density” whereby
more freight traffic moved over a smaller, more efficient route network (see Figure
5).
Acquiring CNW and SP roughly doubled the number of freight wagons UP owned
or leased. After integrating operations, UP reduced this fleet while increasing the
number of car loads carried. A key part of this strategy entailed reducing wagon
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Case Study: Union Pacific
The World Bank
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turnaround time, by reducing the amount of time that freight wagons sat idle in-
between loads.
Improved planning, preventative maintenance, and consolidation of rail yards
contributed to better utilization of freight wagons. Between March 1998 and March
2000, UP reduced freight car terminal dwell times by 34 percent (from 40 hours
to 26 hours on average). UP also significantly increased the use of “private line”
wagons (i.e. freight wagons owned by shippers themselves) (see Figure 6). Between
1996 and 2001, the loaded private wagon-km traveled on the UP network increased
by 71 percent. This effectively allowed UP to leverage the rolling stock investments
of others rather than tying up its own capital.
Following the merger with SP, UP significantly increased capital investments in
network rehabilitation and maintenance (see Figure 7). This was in part a condi-
tion of merger approval that STB had required. During the three years after 1996
UP spent roughly 1/3 more money on capital expenditures per km of its network
than in the three years prior to 1996.
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Case Study: Union Pacific
The World Bank
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The combined UP-SP network also enabled UP to establish a “hub and spoke”
model for crewing trains. This model based crews at one of the combined network’s
major terminals. Crews could then serve any route emanating from their respective
“hub.” The hubbing of crews proved more efficient for utilizing human resources
than the prior model of dedicating crews to specific routes.
Acquisition considerations
Developing Business Cases for M&As:
One of the interesting aspects of the
UP-SP acquisition was that the networks of each company significantly overlapped
and complemented each other. This resulted in a business case for the acquisition
that included both cost savings and increased network coverage. Overlaps along
several lucrative routes such as Oakland-Denver, Houston-New Orleans, and San-
Antonio-Chicago offered clear opportunities to achieve cost savings by eliminating
redundancies. However, the SP network also gave UP access to routes along the US
West Coast and Southwest regions, much the same as how CNW network provided
access to the Midwest (i.e. Chicago).
Ensuring Regulatory Compliance:
In 1995, the industry became subject to
economic regulation by the Surface Transportation Board (STB)
387
. The STB also
held jurisdiction over rail mergers. Although the regulatory framework for railway
mergers was evolving during UP’s transition, worries about reduced competition
compelled the STB to temporarily halt Class 1 railway mergers in 2000, and sub-
sequently to impose a higher burden of proof on future merger applications. The
STB’s ban was lifted in 2001, though no US Class 1 railway mergers have occurred
since
388
.
387
The STB also has a limited amount of authority over railway prices.
388
However, it is worth noting that a number of mergers have been attempted but not
completed since 2001, including most recently by CP Rail in its nearly $30 billion pursuit
of Norfolk Southern. Rationalization did continue, as a number of Class 1 railway net-
works have expanded by taking over smaller networks.
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Case Study: Union Pacific
The World Bank
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The UP-SP merger underwent extreme scrutiny by US authorities (both the STB
and the Department of Justice) to ensure that it complied with relevant anti-trust
regulations and railway laws. Trackage rights in particular became a key issue due
to concerns over reduced competition following the elimination of one freight ser-
vices competitor. Most notably, this focused around the ability of another compet-
itor, BNSF, to access segments of the post-merger UP-SP network. UP ultimately
ceded trackage rights along more than 6,000 km of its network, including a key
segment between Denver and Oakland. In addition, the STB also imposed require-
ments relating to negotiations with unionized labor prior to combining the opera-
tions of UP and SP.
3.4
Post-Acquisition Challenges
Immediately after the acquisitions, UP’s network saw service disruptions and de-
lays, attributable to the high demand for rail transport combined with the poor
condition of the former SP network – particularly around the Houston area in
1997/1998. This created a knock-on effect, resulting in congestion and delays that
affected service throughout the entire Western USA. UP was eventually able to re-
solve the disruptions, but not before the revenue t-km carried on the UP-SP net-
work dropped considerably (Figure 8).
The service disruptions also had a negative impact on perceptions regarding the
UP-SP merger. In 2000, the National Transportation Industrial League conducted
a survey of 47 major UP customers to gauge their perceptions of UP pre- and post-
SP merger. Ninety-four percent of UP customers and 70 percent of former SP cus-
tomers ranked services worse than the pre-merger period.
It remains worth questioning whether the network congestion problems encoun-
tered following the UP-SP acquisition would have occurred regardless of the mer-
ger. SP’s financial difficulties had resulted in chronic underinvestment in infra-
structure that could have resulted in technical shortcomings regardless of who
owned the assets.
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Case Study: Union Pacific
The World Bank
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4 Results
Beneficiaries of UP’s transition included railway customers, who gained from the
economies of scale and scope that UP’s larger post-merger network provided. Over
the medium term, a sharper focus on railways helped UP to get more from its assets
and to offer a better service. The STB, the Federal Trade Commission (FTC), and
the Government Accountability Office (GAO) undertook ex-post reviews regarding
the impact of UP’s acquisition, in an effort to assess whether economic benefits
materialized as UP had promised to regulatory authorities. While it is difficult to
disentangle UP-specific results from overall industry and economic trends, these
reviews were generally positive in terms of broader public benefits achieved. Most
notably, the STB observed that inflation-adjusted freight rates declined 9.2 percent
in the Western USA (served by the UP/SP network) vs. 5.1 percent in the Eastern
USA. The GAO found the UP-SP merger attributable for reduced rates on four of
the six commodity routes it studied.
The largest beneficiaries of UP’s transition, however, may have been unionized
workers and the US Government. SP’s railway assets and finances were in rela-
tively poor health at the time of UP’s acquisition. The merger with UP may have
helped avoid a politically difficult decision about possible government intervention
if SP became financially distressed. The involvement of politically influential un-
ions would have made any decision much more complicated and contentious. As
UP’s annual reports show, streamlining staff resources subsequent to the SP mer-
ger was difficult.
A large part of UP’s labor force was “off limits” to restructuring, due to deals struck
with the STB and labor unions that represented train crews as a condition of the
merger between UP and SP. Though UP did lay off approximately 5,000 employees
(see Figure 9), the majority of layoffs did not involve train crews. In this respect,
the former SP’s train crews may have been amongst the biggest beneficiaries, as
they traded a financially unhealthy employer for a more sustainable one. Though
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Case Study: Union Pacific
The World Bank
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UP’s layoffs occurred gradually in the post-acquisition years, as the company’s op-
erations became less labor-intensive, it is important to note that staff reductions
were concentrated in functions where organized labor’s influence was less pro-
nounced. The rate of staff reductions between 1996 and 2000 also appears have
been more in line with natural attrition, rather than resulting from a sudden re-
dundancy program.
Shareholders suffered in the short run following UP’s acquisition, as they experi-
enced dilution from the issuance of new shares and sub-par returns during the in-
tegration of SP’s operations. In the years immediately following the acquisitions,
UP’s Return on Assets (ROA), Return on Equity (ROE), and Return on Invested
Capital (ROE) all underperformed relative to both pre-acquisition trends and to
the overall trend in US GDP (Figure 10). Despite an initial spike at the time of the
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Case Study: Union Pacific
The World Bank
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acquisitions, UP’s share price significantly underperformed relative to the S&P
500.
UP’s poor financial performance immediately following the acquisitions suggests
one or more of the following:
UP overpaid for its acquisition targets;
The cost of regulatory concessions given to obtain approval for the SP merger
exceeded expectations; or
Integrating different operating companies offered more challenges or less fi-
nancial benefits than envisaged.
In 2001/02, BNSF was carrying only five percent of the freight traffic along UP’s
key central corridor from the mid-west to California under the trackage rights re-
gime prescribed by the STB. This suggests that trackage rights were not the pri-
mary reason why shareholders lost value initially. Rather, the most likely reason
why shareholders initially lost is that UP struggled more than anticipated to inte-
grate operations with SP
389
. This challenge peaked in 1998, which became and “an-
nus horribilis” for both technical and financial performance.
UP was, however, eventually able to capture considerable efficiencies once it man-
aged its combined railway assets effectively. There is clear evidence that UP in-
creased the utilization of its network faster than either its main competitor (BNSF)
or the overall US rail industry. In part, this reflects prudent capital budgeting de-
cisions and targeted reductions of less profitable branch lines. Similarly, UP
achieved increased rates of utilization in its fleet of rolling stock. The absence of
389
Aside from debt service, much of UP’s cash (that could have otherwise funded divi-
dends) went into funding capital investments aimed at rehabilitating SP’s aging assets
that had suffered from years of under investment.
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Case Study: Union Pacific
The World Bank
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distractions from non-railway businesses may have helped UP’s management to
achieve these critical improvements.
5 Conclusion
UP’s shift in strategy following the introduction of enabling legislation and regula-
tion offers many valuable lessons, particularly because the outcome was mixed. On
the whole, UP’s decision to focus on its core railway business appears to have been
a success, when looking at long-term efficiency metrics. However, the history of
UP’s transition shows that major railway restructurings can be tremendously dis-
ruptive in the short run. The route to achieving operational improvements “on the
ground” was much more difficult than executing the financial transactions that en-
abled it to take place. This is particularly evident in the financial and technical per-
formance of UP in the years immediately following its acquisitions. The US regu-
latory framework created additional challenges, requiring concessions as a condi-
tion of merger approval. The regulator compelled UP to offer trackage rights, to
execute labor agreements with unions, and to promise certain levels of capital in-
vestments as a condition of merger approval.
The relevant lessons for entities with holdings in both railway and non-railway
businesses, which are looking to restructure their portfolio and/or operations in-
clude the following:
Focusing a railway operating company’s efforts around a core
railway business can help drive operational improvements.
In ad-
dition to having an enabling legal and regulatory framework, becoming a bet-
ter railway likely requires substantial investment and management effort be-
fore results become visible to customers. Reducing the amount of time and
capital tied up in other endeavors is critical to allowing a sharper focus.
Major railway restructurings are complex and likely to be disrup-
tive in the short run, although they can be very positive in the me-
dium to long run.
This is true in both developed and developing country
contexts. As the UP case shows, major operational changes and the political
economy of labor relations in particular can be disruptive. However, working
through the initial difficulties can unlock longer term, sustainable efficiencies.
Consistently making sound commercial investments is essential
for improving operating results.
The nature of railway assets means that
restructuring is a long-term proposition. Capital programs span multiple
years. Their relative success depends on consistently making good investments
and optimizing the use of assets – regardless of shorter-term financing deci-
sions. Evidence from the UP experience demonstrates how consistently sound
investments can even overcome a difficult start to restructuring.
The right regulatory framework applied at the right time helps
customers and the broader economy to “win.”
Capable regulators can
help ensure that restructurings serve customers and the broader economy ra-
ther than a narrow group of stakeholders. In particular, the UP example shows
how regulatory mechanisms can help distribute the benefits of restructuring
more broadly.
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Attracting Capital for Railway Devel-
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. World Bank, Washington, DC. © World Bank.
https://openknowledge.worldbank.org/handle/10986/23800
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