Digitized by the Internet Archive in 2017«with funding from University of Illinois Urbana-Champaign Alternates https://archive.org/details/railroadsfrominvOOfede An outline of the history of the railroads up to the present time, and of facts to be considered in purchasing railroad investments Copyrighted 1921 Federal Securities Corporation Chicago 3’r5. '73 ■F3lr Federal Securities Corporation IMTEODUCTION Throughout the country there is manifest a widespread interest in the railroad situation and in railroad invest- ^ ments. It is no new interest for the railroads have always occupied an important place in the activities of the country, ^ but more recently this interest seems to have grown wider. This is probably due to two factors — first, to the constantly o changing aspect of the railroad situation during the past ^ four or five years and the changing aspect of the problem ^ which it has been necessary for the railroads to face ; CM second, to the various railroad ofiferings involving large amounts of money at high rates of interest, which have been so readily absorbed by the investing public. During 1921, the railroads of the United States needed approximately $456,000,000 to take care of maturing obliga- tions. It has been estimated by Mr. John J. Esch, who is one of the joint authors of the Transportation Act, passed by Congress early in 1920, that the railroad companies will, in addition, need about $1,500,000,000 of new money each year for a period of from three to five years. This amount of financing will bring before the public a great many issues of bonds of varying degrees of worth. The situation is and has been so complicated and the individual investor so unlikely to have the opportunity to investigate its ramifica- tions fully, that this little booklet is offered in the hope . that it will help the investor choose his investments with '^wisdom. ^ Such a booklet should, in our opinion, (1) deal briefly with the past history of the railroads up to the outbreak of the European War; (2) give in more detail the situation 5 Hailroads From the Investor’s Viewpoint since that time up to the present ; and (3) outline to in- vestors the factors which should be considered in choosing railroad investments. In this booklet, we shall endeavor to deal briefly with all three. Federal Securities Corpokatioi^ I FEOM CIVIL WAR TO WORLD WAR The very early history of the railroads of this country can be passed over very briefly, because the more recent history is more important for our purpose. The story of the railroads of this country is almost kaleidoscopic in retrospect and, therefore, highly interesting. In the early days, before the carriers were placed under the jurisdiction and control of the Interstate Commerce Commission, the situation gave a free reign to shrewd and clever operators to use the railroads for their own ends, either for the pur- pose of manipulation to make profits in the stock market in the manner of Jay Cook and Jay Gould, or to build up a tremendously powerful structure, such as E. H. Harriman built up with the Union Pacific as a nucleus. We have said that the story of the roads is one of constantly changing situations. Roads like the New Haven, the stock of which for many years was considered one of the sound investments in the country, in the space of a very few years under the control of Mr. Mellen, was brought to such a pitiable plight that the United States authorities were forced to intervene in an attempt to correct the situation. This road, formerly prosperous, is today going along at a starvation rate, and it would seem as though the prospect of dividends for the stockholders is exceedingly remote. The Boston and Maine, another of the New England roads, paid dividends on its stock unin- terruptedly for a period of practically seventy years until, in 1914, the same influences which wrecked the New Haven involved it also to such an extent that its dividends were passed. The Maine Central, another prosperous New Eng- land road, which had paid dividends practically as long as the Boston and Maine, in the early part of 1921 also passed its dividend. These instances show change from prosperity to starvation which is also duplicated in the histories of the .Alton and the Rock Island. 7 Railroads From the Investor’s Viewpoint But of more general and wider interest is the change from weakness, and even bankruptcy, to great strength. This latter is the history of such splendid properties as the Northern Pacific, the Atchison, the Union Pacific and the Southern Pacific, all of which have thrived and grown wealthy as the new country into which they have reached has developed. Again, there are some properties which have not had to learn the folly of early over-expansion or early over-cap- italization, but have had a steady healthy growth with sane financing and sane operation from the very beginning. This group includes such great properties as the Pennsyl- vania, the New York Central Lines, the Louisville and Nashville, and the Illinois Central. Again there is that group of roads which have started in weakness, continued in weakness and now remain in weakness. The Erie, the Wabash, the Missouri Pacific, the Frisco, the Seaboard and the Mobile and Ohio are types of this group. Roads, as well as individuals, do not stand still. His- tory shows that their fortunes are constantly either as- cending or descending. As the country has grown and population and industry have shifted, the fortunes of the railroad companies have shifted. In the early days one hundred miles of line was considered a maximum for effi- cient operation, and this remained the standard up to about 1870. About that time the Illinois Central, with a mileage of perhaps 700 miles was considered, and actually was, one of the greatest railroad systems in the world. We believe the figures show that until after the Civil War, with per- haps one or two exceptions, there was no railroad in the country with a mileage of over 1,000 miles. It is interesting to note that the Chicago and Northwestern Road operated with only a little over 100 miles of road almost up to 1860. By 1866 this had grown to only about 500 miles. It is stated that in traveling from the Mississippi River to New York before the Civil War, it was necessary to change cars at least seven times. Of course, as the country grew, such small transportation units made for great inconvenience in traveling and for this reason, among others, consolidation began to be effected. 8 Federal Securities Corporation The first period of real consolidation of railroads was the twenty years from 1870 to 1890, at which latter date the maximum length of line was about 5,000 miles. About 1880 the Pennsylvania had approximately 4,000 miles of line, while in 1886 the Chicago and Northwestern, which we mentioned above, reached about 3,500 miles of line, although this was very shortly increased to about 5,000 miles. By 1889 the Union Pacific owned 2,000 miles of line and controlled about 4,000 more. The next period of consolidation was in the twenty years between 1890 and 1910, during which time systems of 10,000 miles of line or more first began to appear. The last ten years of this period was the greatest era of expansion that this country has ever seen or probably ever will see. Dur- ing this time more than three hundred railroads were added to those that were already operating, but so many con- solidations took place that the actual number of roads operating in 1910 was only 829 as compared with 849 in 1900. This shows how rapidly the various operating units in the country were combining into large single systems. This tendency toward consolidation was checked for a time during the years of depression of 1893 to 1897, when occasional dismemberment of some properties took place. The Frisco, for example, was divorced from the Atchison, and the Union Pacific lost the Oregon Short Line. But out of the chaos of this period developed the more or less permanent operating units which we now have in this country. The figures in connection with the consolidations of the period from 1890 to 1910 are quite startling. During the four years before the panic of 1903, over four hundred rail- roads, aggregating about 32,000 miles of line, were merged or consolidated. During this period also, the systems which in the 90’s comprised ten thousand miles of line grew to be groups which owned or controlled 15,000 to 20,000 miles of line. It is interesting that in the space of a little 9 Railroads From the Investor’s Viewpoint over one year, 1899 to 1900, over 25,000 miles of railroad were absorbed or combined in one fashion or another. As there are now about 200,000 miles of road in the country, we see that more than one-eighth of this entire mileage was, during the space of a little over one year, absorbed or combined in some manner. As an example of growth, we might mention the Rock Island, which grew from 3,800 miles in 1901 to 15,000 miles about five years later. But the really spectacular growth was that of the Union Pacific. This road in 1906 actually controlled 25,000 miles of line and through stock ownership Mr. Harriman had influence over 30,000 miles besides. This spirit of combination grew to be so strong and seemed to be so permanent that for a time it appeared as though the traffic of the country was definitely and for all time to be divided between certain groups of roads which seemed to have understandings with each other. But the attitude of the public largely counteracted this influence and culminated in the Sherman Anti-Trust Act. The con- solidations which had been built up, began about 1910 to go to pieces. The Gould group, the result of an ambitious but weakly constructed plan for an ocean-to-ocean system, fell apart because of lack of strength. The Rock Island came to grief, and its holding companies were dissolved because of internal corruption. The Union Pacific and the New England monopolies were dissolved by mandate of the Department of Justice of the United States. It is not possible to elaborate within the scope of this pamphlet, but the steps by which these various systems grew into being and into a position of power and then into a period of de- cline are most interesting. The story of the rise and fall of the New England monopoly; the working out of the problems of the Pennsylvania and New York Central in furthering traffic amity between themselves and their com- petitors in their territory; the tremendous expansion of the Union Pacific system under E. H. Harriman, its final dissolution and its subsequent development under saner methods, these are all most interesting stories but involve too much detail to be set down here. 10 Federal Securities Corporation Msi]niipiLiilsi{tn©ini There are, however, some phases of the history of the railroads up to the period of Government control, which it seems necessary to dwell on a little further. At one time or another various roads have been made a football of by the men who were running them for their own per- sonal gains. One of the best examples of this practice was the manipulation of the Rock Island lines by the Moore- Reid interests. The Rock Island originally was one of the fine prop- erties of the country and had paid dividends on its stock from about the time of the Civil War up to the time when it was taken over by the Moore-Reid interests in 1902. At that time they purchased a large amount of the out- standing stock of the Chicago, Rock Island & Pacific Rail- zuay Company in the open market in order to gain control. Their idea was to manipulate this property in such a way that they could make money out of it for an inside ring, and still to maintain control of the property without ac- tually having any large amount of investment in it. The capital stock of the Raihvay Company, which was the oper- ating company, amounting to about $75,000,000, was pledged as security for a like amount of Collateral Trust Bonds of the Chicago, Rock Island & Pacific Railroad Company, which was organized to own the stock of the Railway company. Capitalized at $145,000,000, it in turn was owned through exchange of shares by the Rock Island Company, chartered with a capital stock of $139,000,000. Thus all three of the companies were bound together and by marketing the Collateral Trust Bonds of the Railroad company, the promoters reimbursed themselves for their outlay in buying up the stock of the operating or Railway company. The control of the whole structure lay in a small amount of the Rock Island Company Preferred Stock, owned by the Moore-Reid interests. The road about 4,000 miles long at the time of acquisi- tion was immediately expanded to about 15,000 miles and in the effort to pay dividends was allowed to go to pieces, with the result that in 1914 the system went into receivership. LIBRARY UNIVERSITY jOF ILLINOIS URBANA Railroads From the Investor’s Viewpoint Over-capitalized, over-expanded, highly manipulated and under-maintained, there could have been no other result. The Preferred Stock of the Rock Island Company, which had been originally quoted around 86 had by 1908 reached about 20 and six years later was quoted 1^. There were numerous other instances of this same char- acter in the affairs of other lines of the country. At various periods speculation in the railroad shares was tremendous. For example, in 1901 the capital stock of the Union Pacific was sold twenty-one times over, of the St. Paul twenty-two times over, of the Atchison twelve times, of the Erie and the Wabash ten times, while in one single day in April, 1901, 652,000 shares of the Union Pacific changed hands in a single session of the Stock Exchange. This represents more than half of the entire capital stock of this company. Again, in 1906, there was another frenzied period of the same character, when during the year 43,000,000 shares of Reading Common Stock changed hands. In fact, the capital stock of the Reading in the past has always been a specu- lative football. In 1904 its Common stock was handled seven and one-half times over, in 1905 sixteen times, and in 1906 (the period mentioned above) thirty-one times. It is reported that during the third week of April, 1909, the sales of its Common stock equaled one-half of the total outstanding. Various methods have been used by insiders at different times with the purpose of manipulating markets so as to make profits for themselves. Prior to the jurisdiction of the Interstate Commerce Commission, it was always pos- sible to defer the customary outlays for maintenance, etc., for the purpose of continuing to pay dividends. Orders to get traffic at any cost would be sent out, thereby increasing the revenues of the company without putting the proper amount back into the road. Such tactics were charged against the Atchison in 1890 at the time when Baring Brothers were heavily inter- ested in this property. In the early 90’s the B. & O. also was said to have been guilty of deliberate falsifications of accounts by insiders in order to create a market to unload securities at high prices. In the case of the B. & O., for 12 Federal Securities Corporation example, during seven years dividends amounting to about $6, 000, OCX) had been paid out, whereas a later accounting showed that probably less than $1,000,000 had actually been earned. We are all familiar with the various pools that have at one time or another operated in railroad securities. The famous Keene pool of 1902-3, which was an attempt to pur- chase a large block of stock of the Southern Pacific and by control of the Directorate to force the management to stop its policy of putting money back into the property so that higher earnings would be reported and thus afiford the pool the opportunity of unloading the stock on the public at increased prices. There was also the famous Gates pool, which at the time when the L. & N. was about to issue $5,000,000 of new stock, purchased' a majority of the outstanding shares of this road and forced the Morgan interests to repurchase this stock from them at a handsome profit. The practice of padding or starving income statements has in the past been one of the most prolific sources of profit to insiders in the case of speculatively managed railroads, but under the supervision of the Interstate Commerce Commission such manipulation is now practically impossible. Stock Watermg Another practice which has at various times in the past been prevalent, has been that of stock watering or the issuance of stock for purely speculative purposes. For ex- ample, the Erie between 1868 and 1872 had its capital stock increased from $17,000,CX)0 to $78,000,000 primarily for manipulation in the market. It has been said that convert- ible bonds were put out by this road during these years to such an extent that they were limited only by the capacity of the printing presses. We have already reviewed the situation of the Chicago, Rock Island & Pacific Railway Company and its two hold- ing companies, showing the tremendous inflation of the capital account. The total capitalization of these three 13 Railroads From the Investor’s Viewpoint companies amounted to $1,500,000,000 which was controlled by a little more than $5,000,000 of Preferred Stock. Unscrupulous or designing managers of properties have been able so to manipulate the affairs of their roads in the past that the burden on the property in the way of interest charges became absolutely impossible. The New Haven, which we have mentioned before, is a case in point. Within nine years to 1912, the outstanding securi- ties of this property were increased from $93,000,000 to $417,000,000, although only fifty miles of line were added during that time. New issues of stock and bonds during this period brought in in cash $340,000,000, most of which was invested in properties outside the sphere of the rail- road’s own activities — namely, in trolley companies, steam- ship lines, electric light and power plants, docks and water frontage. This situation was brought about by an absolute disregard of the interests of the public or of the share- holders of the road, and was largely planned for the benefit of certain insiders. So bad did this situation finally become that the Federal authorities were in 1914 forced to inter- vene and order the dissolution of these various properties. The most famous instance of all, which illustrates prob- ably every abuse possible, is the manipulation by E. H. Harriman of the Chicago & Alton Railroad. For years this property had been considered one of the finest and best managed in the country. Over a space of about seven years beginning in 1898, the capitalization of this road was ex- panded from about $34,000,000 to about $115,000,000, although according to the accounts of the road only about $18,000,000 had been expended in improvements and addi- tions to the property. It seems, therefore, that securities totaling over $62,000,000 were sold to the public during that time without one dollar of consideration. This amount added practically $66,000 a mile to the capitalization of the road and burdened it with a debt from which it has never recovered. The road was passed from syndicate to syndi- cate, in the course of each step of which insiders made a profit, and it was finally sold to the Rock Island, who could ill afford to handle a property so tremendously burdened. 14 Federal Securities Corporation In the past, methods which were permitted in keeping* accounts afforded very favorable opportunities for increases in capitalization and for other manipulations by insiders. Happily not all of the railroads in the country have fol- lowed these practices. Many have liberally utilized their surplus earnings to build up their properties. The Pennsyl- vania for example for years followed the “dollar for dollar” policy of spending literally one-half of its income for maintenance, upkeep and betterments. During the period between 1887 and 1911, the Pennsylvania put back into its lines east of Pittsburg, $262,000,000 out of earnings. The Chicago & Northwestern during twenty years up to 1913 set aside $77,000,000 out of its net income of about $200,000,000 and put it either into improvements or carried it over to surplus. In the South, the Louisville & Nashville took $18,000,000 out of its earnings in eight years prior to 1907 to put back into its property. This amount was equal to over 30% on its capital stock while the total surplus built up to 1912 was equal to 90% of the capital stock. The roads which have followed this character of policy, keeping themselves clear of the evils of over-capitalization and manipulation, have continued to thrive and to grow, and, fortunately, as time has gone along fewer and fewer roads have practiced these evils. Those that have, have learned through bitter experience that no road can live and grow under such practices and that only with conserva- tive capitalization and sound, sane operating methods may a road build for itself a strong place among the carriers of the country. Roads, seemingly, have had to learn these things by experience, just like individuals, but when the lesson has once been learned, its good effects have usually been lasting. Some of the strongest properties in the country today are those that in the past have been guilty of the worst prac- tices and even become involved in the most serious diffi- culties. We must not take these records too seriously in considering the railroads of today, because such practices are next to impossible under the jurisdiction of the Inter- state Commerce Commission. However, since we are re- 15 Railroads From the Investor’s Viewpoint viewing the past history of the railroads of the United States, we must face the facts as they are, even while we realize that in most cases the lurid spots of the past are the very foundation of the strength of the present. Many a road is prosperous and thriving today only because diffi- culty in the past (and even receivership and foreclosure) has forced the managers to a basis of sound financing and efficient operation. It is only when roads have practiced bad methods that they have become involved in trouble ; but since so many of them have had to learn their lesson, a brief survey of the financial difficulties that they have gone through must be considered if we are to get a correct idea of the situation. At one time or another practically one-half of the rail- roads of the country have been in receivership. That is a startling statement. Receiverships and re-organizations in the railroads of the United States have been brought on usually by one or more of the evils which have been dis- cussed above. The aggregate number of receiverships and the aggre- gate mileage involved reach astounding totals. Certain figures that we have seen show that since 1875 over $8,000,000,000 of stocks and bonds of the railroad companies of the United States have gone through receivership manipulation, while over $7,000,000,000 have actually come under foreclosure sale. This is a total of over $15,000,000,000 which is almost equal to the total aggregate valuation of all the railroads allowed by the Interstate Commerce Com- mission in their recent decision. (This allowed value was about $18,000,000,000.) As the present total capitalization in stocks and bonds of all the railroads in the United States is something over $16,000,000,000, it will be seen that there has been in receivership during the past 40 years an amount of securities practically equal to the present capitalization of the railroads and almost equal to their present physical value. Moreover the mileage which has been aflected by foreclosure and receivership since 1875 is, roughly speaking. 16 Federal Securities Corporation about equal to the present total mileage of the United States. Overexpansion — In the early days of railroad con- struction, both before and after the Civil War, vv^hen Con- gress and the State legislatures 'were recklessly voting land and money appropriations for railroad aid and con- struction, expansion was quite a natural result. In many cases where land grants were given and subsidies voted, the promoters were unscrupulous men who did not stop to consider whether the population of a district made a rail- road a necessity ; their only idea was to get the line con- structed that they might gain the benefit of the appropria- tions and of the land grants. This was true in the case of the Northern Pacific, which under Jay Cook, expanded too rapidly in a sparsely settled territory and in 1873 came to grief. This was the trouble also with the Atchison, Topeka & Santa Fe, which was forced into receivership in 1887 and again went to pieces in 1893. In 1893 also, the Northern Pacific was forced into its second receivership largely be- cause of over-expansion in branch lines which were un- profitable because they ran into unsettled territory and ended nowhere. The Atchison, in 1871 had only 471 miles of line, but by 1888 had expanded to 7,000 miles, 2,700 of which had been constructed or acquired in two years in an ambitious attempt to reach Chicago, the Pacific Coast, and the Gulf of Mexico at one and the same time to make a trans-continental railroad out of a local line. Overcapitalization — Over-expansion, however, was not the only factor that brought grief to the roads that we have mentioned. In all of these cases, and in practically each one where over-expansion has had its efifect, a sec- ond influence has operated to cause receivership and re- organization. This is overcapitalization. We have seen how this evil brought ruin to the Rock Island system and we have briefly reviewed the tremendous overcapitaliza- tion of the Chicago & Alton within the space of a very few years, which brought this splendid property to a condi- tion of weakness from which it has never recovered. We all are familiar with the receivership of the Cincinnati, 17 Railroads From the Investor’s Viewpoint Hamilton & Dayton in recent years, but we may not all know that the difficulties of this road were brought on l^ecause in two years the bonded indebtedness of the com- pany was piled up from $12,000,000 to $48,000,000, while its floating debt, which at the beginning of that two year period was almost nothing, grew in the end to about $ 10 , 000 , 000 . In overcapitalization, of course, it is not so much the excessive amount of Preferred or Common stock which brings on trouble, as it is an overloading of bonds, which means an overloading of fixed charges. Weak roads like the Wabash, for example, have had almost no chance to get into a position of strength because of the fact that they were so loaded with fixed charges that no margin of surplus was left for development or upkeep of the property. The Erie, which is one of the classics in the history of receiver- ships of railroads in the United States, has come in and gone out of receivership and foreclosure sale more times than any other road in the country, largely because the men who were in power were robbing the road by piling up indebtedness, usually in the form of collateral trust bonds, with little or no security back of them. This road again and again Avas guilty of the practice of issuing new oblig'ations in order to provide funds to take care of the interest on the old ones; so that in 1857, in 1873, in 1884, and a fourth time in 1893, the road went into receivers’ hands, and in 1908 escaped a fifth time only by the slightest possible kind of margin. Other instances in more recent times are the Missouri Pacific and the Frisco, which were forced into receivership because of overcapitalization and of increasing fixed obligations until they were more than the earnings of the roads could possibly bear. Fraud and Deception — The third cause for receiver- ship, a cause which goes hand in hand with the other two which we have just mentioned, is fraud and deception, coupled usually with speculation. In the case of the Atchison receivership, for example, income had been over- stated for years. The Baltimore & Ohio, too, was forced to suffer through the practice of its owners in falsifying 18 Federal Securities Corporation income statements; while the real situation in connection with the Chicago & Alton during the time of the Harriman control was not given out to the public and it would seem was not even known to the Rock Island at the time that the latter purchased control. It is said that deception had its part in almost every rail- road that was ever owned or controlled by Jay Gould. The troubles of the Gould roads, of course, have been many. Practically every one of them except the Denver & Rio Grande, has gone into receivership, and even this road is at present in a very precarious position. Starting from the West, these Gould roads include the Western Pacific, the Missouri Pacific, the WMbash, the Wabash Pittsburg Term- inal, and the Wheeling and Lake Erie, all of which have known receivership. We all know of the ambitious attempt which he made to combine these parts into a trans-conti- nental system running from ocean to ocean, but which went to pieces in 1893. P(Birn©(dli ©{p D©pir©§in©im There are certain outstanding periods in the history of the railroads. First, there is the panic of 1873 to 1877, before the modern railroad was evolved, when over ten per cent of the mileage of the country went into receivership, and one-fourth of the total bonded indebtedness defaulted on its interest. Second, in the panic year of 1883, and over a period lasting until 1887, another large group of roads went into receivership. At this time eleven thousand miles of line were taken over by the receivers. Third, the panic years of 1893 to 1895, when the number and extent of receiverships broke all records. Statistics show that on June 30, 1894, 192 companies were in the hands of receivers, while the total mileage involved by the companies was in excess of 40,000 miles. The total amount of capitalization — namely, of stocks and bonds — of these roads aggregated about $2,500,000,000, or about one-quarter of the total rail- road capitalization at that time. Fourth, in 1907, a period of financial distress, 18,000 miles of road went into receiver- Gii]). Fifth, we all remember the time of apprehension of 19 Railroads From the Investor’s Viewpoint 1913 and 1914, when about $600,000,000 of notes and bonds were involved in financial difficulties. Of course, in practically every one of these cases the weakness in the road was there before the financial strin- gency came on. A period of financial distress merely crystallized the situation and hastened a result which in many cases undoubtedly would have followed in regular course. In all of these situations, the primary cause of failure was inability of the railroads to pay their fixed charges out of earnings. Similarly, in reorganization, the problem has been to reduce the funded indebtedness either in par value amount or in interest rate, so that the total obligations of the com- pany would be within its earning power. This has not always been done in receivership. In the first Atchison receivership, for example, and also in the first Northern Pacific receivership, the amount of funded indebtedness was not cut down nor were the interest charges reduced. As a matter of fact, in the Northern Pacific case, the amount was increased instead. The result was that both of these roads again went into receivership, when the financial de- pression of 1893-1895 came upon the country. Most of the reorganizations, however, have followed the basic principle of reducing the fixed charges. Some have accomplished the purpose by drastically reducing the amount of funded indebtedness outstanding per mile. Others have not reduced the par value amount of funded indebtedness but have reduced the interest rate, as in the case of the second Northern Pacific receivership, which cut the interest charges in two without any decrease in the funded indebtedness. Others again have brought about the same result not by reducing the interest charges, but by making a part of the interest charges payable only if earned. In the second Atchison reorganization this was done and part of the bonds which were re-issued to the holders of the old obligation were made Adjustment Income 4s, the interest on which was payable only if earned. 20 Federal Securities Corporation Sftiroinig M©a(dl§ We have laid a good deal of stress on the various diffi- culties which railroad operation has encountered in the past, but we wish also to emphasize the fact that these weaknesses have not been prevalent among the roads as a class. It is said that the annals of a peaceful nation are short. Similarly we can sum up in a few words the story of those roads which were started under sane principles of finance and operation, have continued under the same prin- ciples and today remain secure properties. The weak roads, poorly financed, overexpanded and subject to manipulation, have been up and down and much must be said to cover their varied history. The strong roads on the other hand do not figure in this history, but their story is one of gradual growth in mileage and prosperity. They have expanded slowly and at the right times. As the territory has grown and the industries within it have thrived, the roads have been expanded and have prospered. They have put money back into the property at the right times, so that their road bed and equipment has been properly maintained. Again they have not been guilty of overexpansion. We all are familiar with the names of these roads. There are outstanding systems of this character in the East, in the West and in the South. In the East we have the New York Central, which is merely an end to end consolidation of a great number of roads which were built by various parties. This property always has and does today enjoy a splendid reputation. Dividends have been paid constantly since 1870. The Lake Shore which is part of this system is considered one of the finest pieces of rail- road in the country. The Michigan Central is also a splendid property and has paid continuous dividends over a long period of years. The Pennsylvania is an example of a road which has grown and expanded under conservative principles of capitalization as the territory and as industries within the territory have grown. We all know that this property has paid dividends continually since 1856, and that the management, decade after decade, has stood out for their principle of maintaining the efficiency of the prop- 21 Railroads From the Investor’s Viewpoint erty regardless of stock market or other influences. The Norfolk & Western, which is practically a Pennsylvania property, as the latter owns over $38,000,000 of its common stock, is also a road of this same class, which enjoys a splendid reputation. In the Middle West and the West, one of the outstanding properties is the Chicago, Burlington and Quincy. This road begun as a branch line between Chicago and Aurora in 1849, has grown gradually and has built feeders in its terri- tory as the population has grown. Today this road is called the “mother of railroad presidents” because it has produced so many, and enjoys the reputation of being one of the flnest pieces of property in the country. Its principle of expansion was to build new lines in the territory only as the popula- tion warranted. The Great Northern on the other hand, which with the Northern Paciflc jointly controls the C. B. & O., under Mr. Hill adopted a little different method of expansion. Mr. Hill’s policy was to build a road in a territory which he was sure would be productive, and then pull the population in after him. We all know what a tremendous success Mr. Hill made of a defunct railroad company which he and his associates purchased in 1878 and which he with his foresight and judgment expanded carefully and conservatively into one of the splendid systems of the country. In point of capitalization per mile, the Great Northern and C. B. & O. are among the most conservative in the country. The Chicago & North- western is another road whose affairs have been conducted under a sane conservative policy, which has never since very early times been in difficulties. Dividends have been paid by this company almost continually since 1864; to date over $70,000,000 have been paid in preferred dividends to stockholders and over $120,000,000 in common dividends. The Chicago, Milwaukee & St. Paul also enjoyed a similar reputation for a great many years, but more recently this property has suffered from one reason or another. Its principles of capitalization are not as conservative as the other roads which we have mentioned, and it has been said that the building of its Puget Sound extension was an ex- 22 Federal Securities Corporation pansion which was not warranted at the time. In any case this road which for years has been a strong one, is today struggling to keep its place. In the South also there are two splendid properties. The Illinois Central, the outstanding one of these, has un- interruptedly paid dividends since 1863 and the Louisville & Nashville with the exception of eight years in its early history and five years in the 90’s, has also paid dividends since 1864. We have previously mentioned in this pamphlet how these two roads have maintained the efficiency of. their properties by reinvesting earnings in road bed and equip- ment. There are other roads which today occupy a very strong position into which they have grown only after they have encountered difficulties in the past. The Norfolk & Western is really a road of this character, as it experienced receiver- ship early in its history. We have previously mentioned the Northern Pacific, Atchison, Union Pacific and South- ern Pacific, all four of which are without question among the outstanding roads of the country. Under Mr. Harri- man, the Union and Southern Pacific systems, which were practically bankrupt at the time he took them over, were developed into wonderful properties physically by the investment of millions in road bed and equipment. Today the Union Pacific is so prosperous that it has been said it could stop running its trains entirely and still continue to pay the interest on its funded debt out of the earnings from outside investments. We can multiply details of this char- acter, but in a treatise of this kind it is possible only to draw outlines of strength and weakness. The past history of any of these properties must be studied in detail really to understand the situation in regard to each company. 23 Railroads From the Investor’s Viewpoint JAMES J. HILL 24 Federal Securities Corporation II EECEMT HISTORY Siftuaaftnomi Dimifmg ftEe W@irM War This brings our story down to the time that the United States entered the War. We are all more or less familiar with the problems which the railroads were asked to face at that time. We know of the labor situation and the increas- ing scale of prices which confronted railroads in 1917 as a result of the world war in Europe. Traffic, of course, had been tremendous during 1916, which was one of the most prosperous years in the annals of railroad history of the United States. This prosperity continued during the early part of 1917, but the situation changed at the time of our entr}^ into the war. Notwithstanding the large volume of traffic which the roads were carrying, the railroad situation (due to the rising costs of labor, of material and of money) in the Spring of 1917 became acute. There was a large shortage of equip- ment of all kinds due to the heavy traffic, as well as an insufficient and inefficient labor supply at high costs. As a result, the margin of net earnings showed a declining tendency, and there appeared to be an impending demoral- ization of railroad credit. In addition, the political attitude toward the railroads was most uncertain, a condition that added further perplexities to the situation. The net result was that during the nine months of war preceding Govern- ment operation of the railroads, the situation was uncertain and critical. It was recognized by the Government, the railroad com- panies, and the public at large that, upon our entrance into the war, the interests of the railroad companies should be made subservient to the general welfare of the country and to the plan of moving all things toward a favorable termin- ation of the war as early as possible. The companies volun- tarily surrendered their individual initiative and independ- ence because it seemed necessary as a war measure, but in 25 Railroads From the Investor’s Viewpoint so doing floundered about in a sea of irresponsible and inexperienced centralized direction and were given little or no assurance of financial or corporate independence. We all know that under this system the difficulties of operation multiplied to an extent that made government operation not only a military necessity for the country, but a financial necessity for the roads. It is said that private operation under military necessity could hardly have been continued without at least financial demoralization of the roads and perhaps general bankruptcy. True, it was recognized that the taking over of the railroads of the country by the Gov- ernment would be attended with certain serious evils. It was recognized that it might result in laxity of executive direction, in inefficiency of operation on the part of labor, in increased costs of operation with decreasing earnings, as well as in deterioration of equipment and road bed. All of these things we know actually did result from government control, and yet it was probably the only course which could have been pursued from the standpoint of the good of the country and the good of the roads as a whole. Fadairal ©p©ira{Ln©im The roads were taken over by the government on Jan- uary 1, 1918. They were rented by the government at a rental which amounted to the average net operating earnings of each road for the three years preceding government con- trol. The year 1915 was not a very good year for the roads ; 1916, on the other hand, was one of the best years they had ever had; 1917 was an average year. An average of the net earnings of all three years was considered to be a very fair allowance for the roads during the period of Government control. A contract to this effect was made by the Govern- ment with each railroad separately and individually. There were some cases where this general arrangement seemed to be unfair to the roads, as in the case of the Western Pacific, which had just gone through receivership and had had prac- tically no net earnings during the three years previous to government control. In situations like this, where the railroad objected to the plan of Government rental, the cases were taken up by a referee and decided individually. 26 Federal Securities Corporation The period during government control can probably be passed over very quickly because the results of such opera- tion are more or less fresh in our minds. It was necessary for the government, of course, to have absolute control of traffic, to give preference to shipment of troops and of war materials, and to make the interest of shippers secondary. Traffic was diverted from customary channels — certain roads were asked to take care of an unusually heavy density of traffic ; on others the traffic was lighter than under ordinary conditions. This could not but result in ineffi- ciencies of operation by reason of congestion of traffic in certain spots and thinness in certain others. One unfor- tunate result was that because a road had no responsibility, it was not as particular as formerly in getting foreign cars out of its hands and back to the owning railroad. The roads were under-equipped, and the equipment under-maintained. When the railroads were taken over, the the freight cars and other equipment generally were in poor condition, because of the universal labor shortage. Because of the car-pooling arrangement under government control, there was little incentive for operating officials to keep their cars in repair since only a small percentage of each com- pany’s cars would remain on its own line. This situation could not but contribute to a general freight-car and passenger-car deterioration, especially since, under pres- sure, cars and locomotives were often kept on the rails when they should have been in the repair shops. More- over, during the twenty-six months of government control only 100,000 new freight cars and 1900 new locomotives were ordered and put into use. Prior to Federal control the average production of freight cars each twelve months had been 100,000 so that there was a greater shortage of car equipment at the end of Federal control than at the ])eginning. Moreover, all costs, as everyone no doubt remembers, including labor and materials, were increased tremendously during the period of the war, whereas freight rates were increased almost not at all until the war was practically over. The total rental which it was necessary for the 27 Railroads From the Investor’s Viewpoint government to pay in each year amounted to about $950,- 000,000. In 1919, when the net operating income of the railroads was less than $550,000,000, the loss to the govern- ment in operating the roads was over $400,000,000. The final result according to the report of Director General Hines made to President Wilson on February 28th, 1920, was that this was an excess of operating expenses and rentals over operating revenue for 26 months amounting to $715,500,000. We mention this merely to show the tremendous increases in labor and operating costs to the railroad companies without corresponding increases in rates. The roads were in government hands for twenty-six months. On March 1, 1920, at the time they were turned back to private ownership. Director General Hines of the Railroad Administration issued a statement in which he briefly analyzed the operation under government control. He said he knew the government had been severely criticized because of the deficit which had been incurred, but he pointed out that the cost of transportation had to be paid in one way or another, and that it was exactly the same whether the money was taken out of the people in the form of taxes or in the form of increased freight rates. As it was, the medium of taxation was chosen because of the unsettling effect large increases in freight rates would have had on bus- iness generally. It was necessary that all business should go forward as smoothly as possible because of the great need for manufactured articles of all kinds during and because of the war. It did not seem politic to increase freight rates ; but since the increased costs of labor and of materials increased costs of operation to the point of a deficit, it became necessary to make up the deficit in the form of taxes. In justification of his position. Director Hines drew an analogy between the history of the operation of the railroads during the war and the history of the operation of the United States Steel Corporation. The Steel Company’s operating costs from 1914 to 1918 increased 150%, whereas the operating costs of the railroads increased 102%. The 28 Federal Securities Corporation cost per unit, moreover, of the Steel Company’s product increased 61%, whereas the railroads’ cost per unit of traffic increased 60%. Mr. Hines further pointed out that certain situations, over which he had no control, greatly increased the cost of transportation for the government. For example, the increase in rates granted in June of 1918 should have been granted long before that time. If it had been granted in January instead, the net advantage to the roads would have been about $494,000,000. Again, we all remember the coal strike, which took place in the fall of 1919, the results of which were not chargeable to the Government, but which cost the Government $114,000,000 net in operating the car- riers. Further than this, the deficit of about $400,000,000, which occurred in operating the railroads in 1919, was in very large part occasioned by the extraordinary slump in freight business in the first six months of that year. Mr. Hines estimated the deficit in these six months at $292,500,- 000 as against a total deficit for the year of about $400,000,- 000. The deficit during the first six months is not properly chargeable to government operation, because the war was over and the slump in traffic would have been there just the same, whether the roads themselves or the government were operating the carriers. All told, while the operation of the roads by the govern- ment was a costly procedure, it would seem that under the circumstances results were as good as could have been expected. Under war time conditions, it was necessary that the public generally should pay for the cost of forced transportation under trying conditions, and the method chosen to make this payment was probably just as good as, if not ])etter than, any other that was possible. It is very interesting to study the results of the various railroad companies during the twenty-six months of govern- ment control, because it is a pertinent indication of the 29 Railroads From the Investor’s Viewpoint strength and earning capacity of the various properties. A road must not be judged, of course, on this shovcing alone, because, in the case of many, influences over which the managers of the property had no control tended toward a poor showing. However, those roads which in spite of generally increased costs and in spite of inadequate in- creases in freight rates were able to earn amounts equal to or even exceeding the amounts of the government rental, are clearly shown to be strong properties, at least during the period of government control. The fact that during 1918 and 1919 both the Atchison and Union Pacific earned amounts greater than the govern- ment rental is a most interesting commentary on the finan- cial strength of these two systems. The Michigan Central also is in this class, as well as the Nickel Plate, the Pere Marquette, and the Big Four. The Oregon Short Line, which is really part of the Union Pacific, also in both years earned more than its guarantee. The Western Pacific, too, falls into this class, probably only because it had just passed through a receivership period of small earnings. The Delaware, Lackawanna & Western, the Chesapeake & Ohio, the Atlantic Coast Line, the Louisville & Nashville, the Southern, the St. Louis & San Francisco, and the St. Louis Southwestern, were among the roads which earned more than their guarantee in one of the two years. The Southern roads, generally, made a very good showing, be- cause of the fact that the army camps were located in the South occasioning large increase in traffic during those years. The New York Central earned almost its guarantee during both years but made a better showing in 1919 than in 1918. The Norfolk & Western also made a good show- ing in both years. The Chicago, Burlington & Quincy, the Southern Pacific, the Northern Pacific, the Rock Island, the Denver & Rio Grande, as well as the Kansas City Southern and Texas & Pacific, fall into this same group of roads which made a very good showing but fell short of earning their guarantee during two years. On the other hand, certain roads which one would ordin- arily expect to make a better showing, did rather poorly. 30 Federal Securities Corporation The Illinois Central earned $12,900,000 in 1918, and only $4,000,000 in 1919, as compared with the government guar- antee of $16,000,000. The Great Northern earned about $12,000,000 in both years, as compared with the government guarantee of over $28,000,000. The Chicago & Northwestern similarly earned about $12,000,000 each year as compared with the rental of over $23,000,000. The Philadelphia & Reading, which also is a strong road and should be classed with the others just mentioned, earned $11,000,000 in 1918, and only $5,000,000 in 1919, as compared with a guarantee of over $17,000,000. It is not surprising, of course, that the New England Roads did not do very well. The New Haven with a standard return of about $17,000,000 earned $7,700,000 in 1918 and $6,900,000 in 1919. The Boston & Maine earned $1,895,000 in 1918 and $3,577,000 in 1919 compared with a rental of $9,832,000. The Boston and Albany earned about half its guarantee, and the Maine Central showed a deficit in both years. The Delaware & Hudson and the Lehigh Valley, both of which are anthracite roads and which might be expected to make a good showing, did relatively quite poorly. The Central of New Jersey, also an anthracite road made a fair showing in 1918 with net earnings of $6,000,000 but in 1919 fell off with earnings of only $1,400,000 as compared with a guarantee of over $9,000,000. The Pennsylvania Lines, both East and West, did not show very well during the war. The eastern lines were guaranteed $51,000,000 net, whereas in 1918, the earnings were only about $19,900,000 and in 1919 a little over $8,000,000. The lines west of Pittsburg showed $4,400,000 net in 1918, and $5,700,000 in 1919 com- pared with a $14,000,000 guarantee. It is not surprising, of course, that roads like the Wabash, the Chicago Great Western, the Seaboard Air Line and the Missouri Pacific should not do as well as some of the other roads, but the poor showing of the Chicago, Milwaukee & St. Paul is probably the greatest surprise of all. This road earned only $3,900,000 in 1918, and $3,200,000 in 1919, as compared with a gox'ernment guarantee of almost $27,900,000. 31 Railroads From the Investor’s Viewpoint Tla© Train!§p®rftafta®im Acit On March 1, 1920, as we have previously mentioned, the roads were turned back to their original owners. Mr. Wilson in 1919 had promised that he would turn the roads over to their owners on January 1, 1920. He frankly said that he did not know how this was to be done, but he hoped that certain legislation would be put through by Congress so that this might be effected. A railroad bill had been in preparation in the House, as a matter of fact, by Mr. John J. Esch of Wisconsin and in the Senate by Mr. Cummins of Iowa. The problem resolved itself into effecting a compromise between the two bills, and during the first week in February the conferees came to an agreement. On February 18, the bill was completed in conference and the legislation pro- posed by the conferees was reported to the Senate and to the House, passed and finally signed on February 28, 1920. The bill as it is now in operation contains the following provisions : 1. Freight and passenger rates so to be adjusted by the Interstate Commerce Commission as to yield the carriers for the two-year period beginning March 1, 1920, a return of 5^4% on the aggregate value of railroad property, with permission on the part of the Interstate Commerce Com- mission to make this allowed return 6%, the additional ^ of 1% to be used for non-productive maintenance, betterments and equipment. 2. One half of a railroad’s net operating income in excess of 6% of its property value to be distributed equally between the road’s reserve fund and the Federal Railroad Contingent Fund, the latter to be administered by the Com- mission for the assistance of weaker roads. 3. The government to continue its guarantee of stand- ard return to all the roads for six months after the date of resumption of private operation up to September 1, 1920 — rates and fares as well as wages not to be reduced prior to that date without the consent of the Interstate Commerce Commission. 32 Federal Securities Corporation . 4. Permission to be granted to consolidate the railroads of the country in accordance with a general consolidation plan to be prepared by the Interstate Commerce Com- mission. , 5. All labor disputes to be submitted to a permanent Federal Board appointed by the President, to be composed of nine members, three'-^representing the employees, three representing the railroads, and three representing the public. 6. $300,000,000 to be appropriated as a revolving fund for the purpose of making loans to the railroads and of paying claims to them on account of disputes arising out of Federal control, the railroads to pay interest on the money so loaned at the rate of 6%. (The bill originally provided that this was to be paid back in five years, but on June 5, 1920, by amiendment the time was extended to fifteen years.) It will be seen that by the provisions of this bill each road was guaranteed for six months a return equal to that which it received under government control. After Septem- ber 1, 1920, the bill did not guarantee any return whatso- ever. It merely authorized the Interstate Commerce Com- mission to regulate rates and fares by geographical districts in such a way as to yield 5)4% on the aggregate fair value of all the railroad property investment in each district. The Interstate Commerce Commission has divided the country into four districts — the Eastern, the Southern, the Mountain Pacific, and the Western districts. In a general way the Eastern district includes the railroads north of the Ohio River and east of the Mississippi River; the Southern district includes those roads south of the Ohio River and east of the ^lississippi ; the ATstern district is the area west of the Mississip])i and east of an irregular line drawn through what is called the “Denverpoints” ; while the Mountain Pacific district includes those roads west of the Western district to the Pacific C(;ast. Each of these districts con- tains weak as well as strong roads, but the bill does not mean that each road, strong or weak, is guaranteed 5)4% on its value, as determined by the Commission. It means that rates should be S(j adjusted that the return will 33 Railroads From the Investor’s Viewpoint be 5^% on the aggregate property value of all the railroads in each district. This would probably mean more than 5^% for the strong roads and less than that for the weak. After 6% has been earned by a railroad upon its fair value, without regard for other income, the excess over this amount shall be divided between the railroad which earned the excess and the Railroad Contingent Fund. This fund is to be used either for making loans to the carriers or for the purchase of equipment to be leased to the carriers. In either case, the government is to receive from the railroad 6 % on the amount so invested. The railroads’ share of the surplus above 6 % of the property value, is to be placed in a Trust Fund for the purpose of building up a surplus for the road until this fund equals 5% of the property value of any particular carrier, after which the road is privileged to use it for any purpose it desires. This fund may be used for making up interest or dividends during those years when the carriers’ earnings are less than the required amount. Such was the situation when on March 1 the railroads were turned over to their private owners. Under govern- ment ownership, it is said that the railroad expenses in- creased over $1,500,000,000 a year. Whatever the amount was, the roads were left with a real legacy of enormously increased expenses, with properties that were in poorer shape than when they were turned over, and with less, and in many cases much poorer, equipment. The railroads were faced with the serious problem of meeting this situation of poor condition of road l)ed and equipment with expenses and labor costs constantly increasing. The employees during the first six months of private operation were negotiating for higher wages. On April 16, the first meeting of the Labor Board under the Trans- portation Act was called and on July 20 this Board an- nounced at Chicago that wage increases had been awarded, which it was estimated at the time would add $600,000,000 to the operating expenses of the roads. \Vhile these nego- tiations were going on, the roads themselves were nego- 34 Federal Securities Corporation tiating for increased rates and on May 24 hearings were opened by the Interstate Commerce Commission. On July 29, the Interstate Commerce Commission granted the rail- roads increases in freight and passenger rates, which it was then estimated would yield about $1,500,000,000 additional revenue per year to the carriers, the new rates to become effective on August 26. Under the decision of the Commis- sion the roads in the Eastern District were authorized to increase their freight rates 40%, those in the Southern and Mountain Pacific Districts 25%, and those in the Western District 35%. The Commission also authorized the carriers to advance passenger rates 20%, Pullman rates 50%, and excess baggage and milk rates 20%. The report of the Commission at the time these rate increases were authorized is a very interesting document. The problem which was presented to them was to fix rates for the railroads in the different groups at such a figure that for the two year period ending March 1, 1922, they would yield at least 5^4% on the fair value of the aggregate physical property of the roads in a given district. The first thing to ascertain and establish, therefore, was the aggre- gate value of the railway property of the carriers held for and used in the service of transportation. The valuation work of the railroads under the Interstate Commerce Com- mission Act was still incomplete, but the work had pro- gressed so far that the results were of great value in reach- ing the determination which the Commission needed as a basis. From the valuations which had been made and other evidence which was submitted, as well as information which the Commission had obtained, the Commission deter- mined that the total value of the steam railway property for their purpose was approximately $18,900,000,000, divided as follows: Eastern Group $ 8,800,000,000 Southern Group 2,000,000,000 Western and Mountain Pacific Group.. 8,100,000,000 $18,900,000,000 35 Railroads From the Investor’s Viewpoint The carriers themselves asked for rates which, capital- ized on the basis of a 6% return, would make the value of the properties in excess of $20,500,000,000 and they actually carried the cost of road and equipment on their books at a figure in excess of $20,000,000,000. The Eastern carriers asked that they be permitted to earn an annual net railway operating income of $559,409,933 which would represent 6% on the book cost of $9,323,498,- 898. The figures for 1919 showed that the rates in effect at the time the investigation was going on would fall short $500,000,000 annually of earning the net railway operating income to which they claimed they were entitled. The Commission recognized that not only had there been a sharp decline in railway operating income during the previous three or four years, but also that the operating ratio had increased at “a rate that causes serious concern.” For the five years prior to 1916 the operating ratio of the Eastern carriers was 71%. This had increased to 75% in 1917, to almost 86% in 1918, to 88^% in 1919 and 97.68% in the first four months of 1920. This means that during the first four months of 1920, after paying operating expenses there was left only 2.32 cents out of each dollar for the payment of interest on funded debt, taxes and other items such as rents, hire of equipment, leases, etc. ; in short for the payment of fixed charges. During the six year period beginning with 1912, it took approximately 28.79 cents out of every dollar of operating revenue to pay these fixed charges, so that the need of the Eastern carriers for an increase in rates was immediately apparent. In addition to the above, it will be recalled that in July, 1920, the Labor Board placed in effect a general increase in wages which it was estimated would add approximately $314,500,000 annually to the operating expenses of the carriers in the Eastern group. This entire situation in the opinion of the Commission could be met by a 40% increase in freight rates and by the other increases previously rehearsed. In the Southern group, as a whole, the situation was much more favorable. The carriers in this group asked that their rates be increased so that they might earn net 36 Federal Securities Corporation $136,049,091 which represents a return of 6% on a value of $2,267,484,847. The roads in the Southern group estimated that under the schedule of rates in effect at the beginning of 1920, their operating income would be approximately $120,000,000 less than this sum. The operating expenses in this group had like those in the Eastern district in- creased heavily but not to the same extent. During the six years ended 1917, the operating ratio of the Southern carriers varied from 65% in 1916 to 74% in 1914. In 1918 it was 77%%, in 1919 it had advanced to 86%, and for the first four months of 1920 was 86.22%. The roads in this group asked for an increase of approximately 31% in freight revenue and received an advance of 25% in freight together with the general advance in passenger and Pullman rates previously outlined. In the Western and Mountain Pacific groups the carriers requested that their rates be fixed on a basis to permit them to earn $537,833,024 which represents a 6% return on $8,963,883,753. On the basis of the prediction of the carriers the operating income of these districts would fall short approximately $350,000,000 of the amount to which they believed they were entitled. The operating ratio of the roads in these groups had increased similarly with those in the other two groups. This ratio, which between 1912 and 1917 had ranged from 63% to 68%, had advanced to 81% in 1919 and to 86.6% for the first four months of 1920. In taking the various figures of the roads in this group and adjusting them to the standard set by the Interstate Commerce Commission, it was determined that the return stipulated under the Esch-Cummings Bill could be earned through an increase for the Western group of 35% in freight rates and for the Mountain Pacific group of 25%, together with the general increases in passenger and other rates. In the opinion of the Interstate Commerce Commission these increases in rates, both freight and passenger, would yield at least 5%% on the total valuation of the railroads of the country as determined by them. In this connection it is very interesting to note that the aggregate valuation 37 Railroads From the Investor’s Viewpoint the Commission placed on the properties not only covers all of the funded debt of the railroads at par, but also covers all the capital stock of the railroads at par and leaves a margin of about $2,000,000,000 besides. In other words, in the opinion of the Commission, the roads are today con- servatively worth $2,000,000,000 more than their entire capitalization. IResMlits Uimdleir Private ©peratiem The law says the roads are entitled to earn 5^% to 6% on this valuation or between $1,039,500,000 and $1,134,000,- 000. There seems to be a misconception, not so much on the part of the investing public, but rather on the part of the general public, about the Transportation Act. It seems popularly to be supposed that under the terms of the Act the government guarantees 5^2% to 6% on the railroad investment. The Transportation Act says that rates shall be so arranged as to allow the roads to earn a net profit of between 5^% and 6% on the aggregate property value but the government does not guarantee this profit. The Interstate Commerce Commission itself can only guess as to whether the rates it fixes will produce the adequate profit. It can only control rates; it cannot control volume of traffic, nor price of material, of money or of labor. As a matter of fact it has no assurances as to labor costs as wages are fixed by the Federal Labor Board without con- sultation with the Interstate Commerce Commission. Much, of course, depends on the efficiency of the rail- roads themselves and we all know that the efficiency of the railroads was greatly increased during the first year of private operation. When the roads were turned back to their original owners, most of the operators began im- mediately to improve and rehabilitate their properties, as well as to increase efficiency all along the line. The carriers during the first year of operation for their own account, spent millions of dollars on road-beds and terminals. We have previously mentioned how equipment was neglected during the period of the war and how new equip- 38 Federal Securities Corporation ment necessary to the efficient operation of the roads was not added when needed. The fact that $125,000,000 of the $300,000,000 revolving fund authorized by the Transporta- tion Act was allotted for the purchase of equipment shows the need of the roads in this respect. Many of the carriers in 1921 purchased new equipment financed through equip- ment trust obligations sold to the public and most of them showed increased efficiency in the use of the old equipment available. As a matter of fact, the first six months of private opera- tion, during which the government guarantee was in force, were dedicated to increasing the efficiency of the roads. To show what was accomplished : the tonnage per freight car was increased from 28.3 tons on March 1, 1920, to 29.8 tons on September 1. This does not seem a large gain but put in terms of freight cars it means the equivalent of adding 100,000 freight cars to the equipment of the systems. The average mileage per day was also increased from 22.3 on March 1, 1920, to 27.4 on September 1, 1920, a gain which is equivalent to 400,000 freight cars. The number of cars loaded also showed a great increase and the number of tons moved one mile during the first six months of 1920, were 3,000,000,000 tons more than during the first ten months of 1918, which was a record year in the midst of the war. During the year after the termination of Federal control the roads moved 9,000,000,000 ton miles more than in 1918 employing the same facilities. These latter figures did not continue in force during 1921 when traffic slumped but they are illustrative of the genuine effort the roads made toward efficiency and the splendid results accom- plished. Tn spite of these efficiencies and economies the rail- roads did not earn anywhere near their 5j/% to 6% return for 1920 nor did they do so in 1921. Tn 1920 the net income of the railroads was only $62,000,000; had the government not guaranteed the standard return up to September 1 there would have been a deficit in railroad operation of roundly $2,000,000,000. As it was the $62,000,000 net was asked to pay interest charges of about $450,000,000. Hy 39 ‘Railroads From the Investor's Viewpoint comparison we may mention that in 1916 the roads earned net $1,040,000,000 which was $240,000,000 more than div- idend requirements. During the first five months of opera- tion under the new rates, that is, September, 1920, to January, 1921, inclusive, with a volume of business that was considered large enough to produce the standard 5)4%, the roads as a whole earned only 3%. For the first six months of 1921 the net revenue amounted to $142,000,000. This was about one quarter of what the law entitled the roads to earn and was $95,000,000 short of enough to pay six months’ interest on the bonds of the companies. From September 1, 1920, when the guaranty period ended to June 30, 1921, the roads earned net, $368,445,000 or at the rate of about 2.5%. For eight months of 1921, ended xVugust 31, the roads failed to earn the authorized 6% by over $692,000,000 and again earned only 2.6% on the aggregate valuation. The figures show that during the first twelve months of operation under private ownership, that is up to September 1, 1921, the roads earned a smaller return on the book cost of their road and equipment than in any year since railway statis- tics were kept. The amount earned in this twelve months was less than 3% of the aggregate value. The smallest return in any previous year of which there is a record is 1894 when 3.2% was earned. How^ever, earnings improved from month to month and during August, 1921 the roads for the first time earned at the rate of 5)4% on the aggre- gate value, the net earnings in this month being over $90,000,000. Resiioiriis for Cunrfiaikd EarnEinigs \\ by, then, if the roads increased their efficiencies so greatly did they failed to earn their stipulated return in the face of the very generous increases in rates granted in xAugust, 1920? The reasons were three: (1) There was a great slump in business in 1921 and consequently in the volume of traffic handled by the roads. (2) The rates of increase, while generous, were still not large enough to 40 Federal Securities Corporation produce the required revenue. (3) The operating costs of the roads had been tremendously increased. The slump in business we have all felt and remember. In the early part of 1921 the slump was at its height, but as the year went along traffic seemed to pick up and earn- ings grew better. Earnings are an indication of this : in February there was an actual deficit of $7,000,000 in opera- tion while in September the roads reported net earnings of over $90,000,000. To illustrate; in July traffic had already begun to quicken materially as indicated in the results in terms of net earnings but even so the number of cars loaded in four weeks in July was 2,981,106 as compared with 3,559,081 during the same weeks of 1920 and 3,365,049 for the same weeks of 1919. An analysis of the car loadings is interesting as indicat- ing which particular kinds of traffic showed the greatest falling off. It is a peculiar fact that the shipments of agricultural products, of grain, and of merchandise, espe- cially the higher grades of manufactured products were very large and in some instances greater in 1921 than in 1920 or 1919. On the other hand, shipments of bulkier materials were unprecedentedly small ; namely, coal, iron ore, forest products, lime, cement, etc. When we consider what a large part of the traffic of the roads is always made up of the bulky products of mines and forests, it is easy to understand the great falling off of traffic in the first half of 1921. Coal, itself, ordinarily constitutes 35% of the total tonnage of the roads. The coal situation was unprecedented. From Decem- ber, 1920, when the coal shipment situation was about normal, to May 1921, in the short space of five months, the tonnage of coal shipped per day was almost cut in tvvo. In fact never have the coal shipments been relatively as small as they were in the first ])art of 1921. The years 1914 and 1915 like 1921, were years of business depression. Since then the population of the country has increased and the needs of manufacture have greatly increased. And yet in tlie first seven months of 1921 the shipments of bituminous coal were 12,000,000 tons less than in 1914 and 2,000,000 41 Railroads From the Investor's Viewpoint less than in 1915. In a comparison with 1919, we hnd a falling off of 29,000,000 tons and with 1918, of 110,000,000 tons for the seven month period from January to July. We have said that one reason for the failure of the roads to earn their 5j4% was that the increases in rates, while generous, were not large enough ; nor were they properly timed. Since 1915, there have been four general increases in rates: 3.7% in January, 1917; 2% in March, 1918; 25% in June, 1919; and an average of 34% in August, 1920. The total increase was 78%. Operating expenses in the same period increased from $2,055,181,884 for the fiscal year ended June 30, 1915 to $5,830,696,007 for the calendar year 1920. Even considering the expenses for the calendar year 1915 as $2,250,000,000 which would be very generous, the increase in operating expenses was over 150% in the six year period as compared with a 78% in- crease in freight rates. The increase, of course, was all that business would stand but the point is that it was not enough to permit the roads to earn 534% on their book values. The railroads also point out that if the rates had been gradually advanced from time to time since 1915, the shock to business would not have been so great and the returns to the roads larger and steadier. Iinicireas© m ©poiraftninig lAw people seem to realize how tremendously the operating costs of the railroads have increased in recent years. A few general statements will emphasize the startling truth. We have said that the operating costs increased over 150% from 1915 to 1920. In 1918, the operating expenses were greater than the total operating revenue for 1917, with about the same volume of traffic. The labor cost in 1920 was greater than the entire gross operating revenue in 1916, again with about the same volume of traffic. The labor cost itself had advanced from $1,190,000,000 in 1915 to $3,698,000,000 in 1920, or much more than trebled. Material costs advanced from $447,- 000,000 in 1915 to $1,064,000,000 in 1920. Material costs have been usually from 34 to 34 as great as labor costs, yet 42 Federal Securities Corporation the material costs of 1920 were almost identical with the labor costs of 1915. It is rather startling that in 1920 the net earnings left after operating expenses were only 1% out of total operating revenues of $6,171,000,000 as against 28.9% in 1916 from gross operating revenues of $3,596,000,000. The labor cost is the one over which the most dis- cussion and conflict has occurred. There has been in the past and probably will continue to be, a wide divergence of opinion as to how the labor question should be adjusted. The transportation act provides that Boards of Labor Ad- justment might be local to a railroad, might be regional, or might be national in jurisdiction. Managers of the roads have always felt that they themselves should deal with their own employees by means of local boards. The rail- road men on their part insist that the boards be national, and that the power be centralized. The roads naturally have fought wage increases in view of mounting costs while the employees have resented decreases. The labor problem of the roads can best be illustrated by showing what percentage of each dollar earned during various years was paid out for the most important items of expense and what percentage was left the roads as return on the investment, thus : 1916 1917 1918 1919 1920 % % % % % Labor 40.8 43.3 53.6 55.3 59.9 Fuel 7.0 9.8 10.2 9.2 10.9 Materials 12.5 12.2 13.1 15.6 17.3 Return on Investment... 28.9 23.3 13.1 8.8 1.0 The minor items are omitted in the above table which shows that in 1920 about 60% of the total gross revenue of the roads was paid in wages as against 41% in 1916. The following figures show the yearly average wage of rail- road employees : 1916 1917 1918 1919 1920 $892 $1,004 $1,419 $1,482 $1,908 43 Railroads From the Investor’s Viewpoint The wage per man has more than doubled. Moreover, in 1917 the last year the roads were operated privately dur- ing the war the average number of employees was 1,732,- 876. In 1920 wdien the roads were turned back the average number of employees was 1,993,524, a gain of 260,000 em- ployees during the period of government control. The roads contend that this increase in the number of men was occasioned by the national agreements with their very costly labor arrangements. These special arrangements which the managers were forced to accept when the roads were turned back to private operation are said to have added $300,000,000 to the annual operating costs of the properties. The best way to visualize the gradual decrease in net income and the increase in labor costs is to show the figures : Gross Revenue Labor Cost Net Income Return 1916 $ 3 , 597 , 000,000 $ 1 , 468 , 000,000 $ 1 , 040 , 000,000 6 . 16 % 1917 4 , 014 , 000,000 1 , 739 , 000,000 934 , 000,000 5 . 26 % 1918 4 , 881 , 000,000 2 , 613 , 000,000 639 , 000,000 3 . 51 % 1919 5 , 145 , 000,000 2 , 843 , 000,000 455 , 000,000 2 . 46 % 1920 6 , 171 , 000,000 3 , 698 , 000,000 62 , 000,000 . 32 % This shows that the labor cost for 1920 was greater than the total gross revenue for 1916. The 1919 labor cost was just about equal to the 1917 total operating expense. Again the 1918 total operating expense was less than $400,000,000 more than the 1920 labor cost. The wage increase put in effect in July, 1920, was an average increase of 22% in wages. It was estimated it would add $600,000,000 to the expenses of the roads. The wage decrease put into effect on July 1, 1921, was an average decrease of 12%. It was estimated to reduce operating expenses $400,000,000 while the abrogation of the national agreements was estimated to reduce the amount another $300,000,000 when effective. The em- ployees resented the cut in wages and when further reduc- tions were asked for by the roads with a disposition on the part of the Federal Labor Board to grant them the employees in October, 1921, threatened a nation-wide strike Avhich was averted only by Federal interference. 44 Federal Securities Corporation The employees, however, recognize that a cut in wages was not only inevitable but imperative. The managers on their part recognize that a reduction in freight rates was also essential. In fact, at the time of the threatened strike a bulletin of the Association of Railway Executives stated, ‘Tt is evident that existing transportation charges bear in many cases a disproportionate relationship to the prices at Avhich commodities can be sold in the market, and that existing labor and other costs of transportation thus impose upon industry and agriculture generally a burden greater than they should bear. This is especially true of agriculture. The railroad managements are sensitive to and sympathetic with the distressing situation and desire to do everything to assist in relieving it that is compatible with their duty to furnish the transportation which the public must have.” In November, 1921, the Interstate Commerce Commis- sion proposed and the roads accepted a ten per cent de- crease in the rates on agricultural products, efiective about January 1, 1922. Other decreases must follow as decreases in Avages, materials and money occur. It should be borne in mind that a fifteen per cent reduction in operating expenses based on 1920 figures means $875,000,000 annually to the roads; a twenty per cent reduction means $1,160,- 000,000 or the equivalent of six per cent in the total aggre- gate value of the properties. This does not seem so hope- less as some were pleased to think during the early part of 1921. In fact, it is not hopeless at all ; it is A^ery probable indeed. m C©inidEftn®inis The situation grew stronger month by month almost continuously during 1921. The government on its part strengthened and clarified its position greatly during the year by the sale of a considerable portion of the equipment trust obligations it owned as well as by settling a large number of the claims of the carriers against the govern- ment as a result of Federal operation. Up to October ])ractical]y v$100, 000,000 of the 6% equipment trust obliga- tions OAvned by the government had been sold to financial 45 Railroads From the Investor’s Viewpoint houses who had in turn resold them to the public. The government originally had about $380,000,000 of these equipment trust obligations and it is only a question of time when the balance will be marketed. With respect to settlement of carrier’s claims, as much progress had been made. Up to October 1st sundry claims aggregating $856,- 000,000, growing out of Federal operation, had been filed for final settlement. These claims represented about 78% of the total mileage under government control and, there- fore, the total amount of claims was expected to reach some- thing over $1,000,000,000. Up to October 1st, 1921, claims aggregating $387,000,000, or almost half of the amount filed up to that time, had been finally adjusted and paid. The amount of the government allowances on these claims was $117,715,000, or about 30% of the amount claimed. The progress of the roads themselves has been very evident in the reports of the net earnings from month to month. It will be recalled that during January and February of 1921, the roads earned a deficit in each month. From March to August, inclusive, the operating results have been as follows : Operating Operating Revenue Expenses Net Income March $459,262,510 $400,429,308 $30,695,192 April 433,357,199 375,698,986 29,248,874 May 444,875,089 380,041,234 37,080,654 June 461,562,317 380,927,429 51,641,014 July 462,849,446 362,841,183 69,298,521 August 505,508,274 382,279,070 90,241,103 Three tendencies are at once apparent from an examina- tion of these figures: (1) the tendency of the gross revenues to increase from month to month showing a slight increase in volume of traffic, (2) the tendency of the operating expenses to decrease (at least in percentage of gross) indicating either increased efficiency or decreased maintenance, or both, and (3) the tendency of the net in- come to increase showing a tendency to approach the level where 5j4% to 6% of the property values will be earned. In August, 1921, the $90,000,000 of net earnings was at the annual rate of a little over 5l4% on the property value of 46 Federal Securities Corporation $18,900,000,000 allowed by the Commission. In September, the net had fallen off slightly to about $87,000,000, but still at the rate of 5^%. As indicated in the above figures, the increase in net earnings from month to month has been due to two causes : (1) increased efficiency in operation and decreased main- tenance, and (2) increased business from month to month. The decline in material prices has also had its influence, and the wage reduction has been a big factor in the months since July. In the matter of maintenance, the roads report that they spent $373,000,000 less for maintenance for the first eight months of 1921 than they did in the same period of 1920. Had the maintenance been the same for 1921 as for 1920, instead of realizing a net operating income of over $303,- 000,000 for eight months there would have been an actual deficit of over $70,000,000. During September of 1921, the gross operating revenues were 19.6% less than during September, 1920, while operating expenses were 26% smaller. Expenditures on maintenance for September, 1921, showed a decrease of 23.3%, but slightly larger than in August. This reduction represents a postponement of outlay until conditions improve rather than an actual saving. It has been only by the most rigid economies that the roads were able to make the showings registered. That the roads had a better hold on their expenditures, is in- dicated in the fact that in June, 1921, 82.34 cents out of every dollar of revenue went for expenses compared with 85.43 cents in May. In June, 1920, the figure was 96.84 cents and in May, 1920, 95.69 cents. In July, 1921, the operating ratio had fallen to 78% and in August, 1921 to about 75%. We have already detailed earlier how during 1920 the roads had increased the average movement per car per day, as well as the average tonnage per car, and the average number of cars ])er train, lly buying on a hand to mouth basis, es])ecially coal, and by intensive 47 Railroads From the Investor’s Viewpoint efforts to reduce coal and material consumption, as well as by cutting the number of employees down to the very minimum, considerable additional savings in operation were effected. In reaching the low ratios of operation for August and September, 1921, not only were the economies of operation and the retrenchment in maintenance opera- tive, but the reduction in wages and the increase in traffic had their contributing influence. Traffic was on the upturn from month to month during 1921, as reflected in the figures of gross revenues and in the car loading reports. The tendency during the entire year 1921 has been toward an increase in the volume of traffic in grain and general merchandise, but against an increase in the movement of the heavier products of mines, such as coal and ore, the backbone of freight traffic. From month to month the freight car loadings have shown in- creases and the idle car figures decreases. A few figures chosen at random will be of interest. For the week ending July 30th, 1921, the freight loadings totaled 796,570 cars, an increase of 6,222 cars over the previous week. Again the week of August 30th, 1921, showed a gain of 7,471 cars over the previous week. The total for the week of August 30th was 816,436 cars, a gain of about 20,000 cars in a month. In one week of September, 1921, the loadings were 830,603 cars while in the corresponding week of October, the number of car loadings had increased to 901,078, or an approach to 1920 levels. In one month from August, 1921 to September, 1921, the idle cars decreased from 513,040 to 237,972, a reduction of over 50%. Pireseinift SiftimsiftEOini mmd Funftiuiira Pir©M®imis The situation is improving and will gradually straigliten itself out. Problems of moment are still ahead of the roads, the administration, the Labor Board and the Inter- state Commerce Commission, but every day progress is being made toward settlement of a situation that in tlm early part of 1921 seemed exceedingly difficult of solution. The future must solve other problems. In IMarch, 1922, for example, the first two year period of operation under 48 Federal Securities Corporation private control will have ended, and it will be up to Con- gress and the Interstate Commerce Commission to make new regulations or to continue in effect the ones now opera- tive. But this should not concern us. The solution of the railroad difficulty always has been and always will be found. The roads are too vital a part of our life and prosperity for any other result ever to come about. Posi- tive influences are daily working in this direction. Before Congress at this time, for example, is the Funding Plan which is strongly being urged by President Harding as a contributing force to the solution of the railroad problems. The Interstate Commerce Commission in accordance with the provision of the Transportation Act is studying the. possibility of consolidations among the roads and has in- vited reports of experts on this very important question. Consolidation of the weaker systems with the stronger can- not help but fortify the whole fabric. However complex the situation may be at this time, it would seem to us that the railroad companies are today in a much stronger position than they have been probably at any time in their history. They are operating under a law which should in time assure the average road annually 5^% net on its property valuation. The general situation in the industry is strengthened because the basic principles on which the roads are working are more firmly estab- lished. The trying conditions of today and tomorrow are transient and will pass, but the basic principles of operation of the roads will remain to control continued prosperity over a long period of time. However, while this is true and while the railroads as a whole are in a stronger situation fundamentally than they have been in the past, the comparative relationships between the different properties will probably continue as before. What we mean to say is that just as in the past there have been strong roads, average roads and weak roads, so in the future the various systems will fall in much the same classifications. The earning power and prosperity of any individual road will in the future depend on mucli the same factors as heretofore, namely conservatism in 49 -Railroads From the Investor’s Viewpoint capitalization, degree of up-keep of property, and efficiency of operation. The past history of railroading will have its influence on the future of the entire industry. It is for this reason that the past history of the railroads of the country should be of value to the investor in his consideration of railroad bonds. 50 Federal Securities Corporation lEI IRAILROAD SECURITIES The average investor is probably much better acquainted with the factors to be considered in judging railroad securi- ties than he ‘is with the past or even more recent history of the railroads of the United States. It is for this reason that we have outlined as fully as the booklet would permit, the history of the railroads and will condense as much as clearness and accuracy will permit, the detail of those factors essential of consideration in the purchase of rail- road bonds. Tike Tw® Impoffftamft Factors Whether the investment be railroad, municipal, utility or industrial bond, there are two fundamentals which govern its worth: (1) The lien position of the bond itself and (2) the credit position of the issuing corporation. There is a third consideration which often influences inves- tors’ minds as to the worth of a bond, namely, market- ability — but it is obvious that marketability has no bearing on security and it is security that we wish solely to take into account. So far in this booklet in Parts I and II we have dealt only with the second of these two large considerations, the credit position of the roads. We have outlined the credit position of the railroads of the country as a whole especially during the past few chaotic years and we have indicated here and there the credit positions of various individual roads. We have given sufficient outline of the various ups and downs of the railroad systems of the country to need no further emphasis on the point that the credit of a road is of great importance. We have seen sound roads like the New England systems gradually grow into a situation of great financial weakness. We have also seen other roads, like the Atchison and the Northern Pacific change from a position of financial weakness to one of consider- able financial strength. Again we know that certain prop- 51 Railroads From the Investor’s Viewpoint erties like the Pennsylvania, the New York Central, the Louisville and Nashville and Illinois Central started with the ideal of conservative capitalization and strong financial position, continue through the decades to maintain this strong financial structure and credit. Although a record of the past is generally conceded to be a fair guarantee of the future, we must remember that there are notable instances when a record of the past proved a sad guarantee of the future. This point must be kept in mind in considering the records which we have just reviewed. So far we have emphasized the importance of the credit position of the railroads in judging their investments. But the factor of credit position should not be over em- phasized at the expense of the other consideration, namely, the lien position of the bond. Both should be considered jointly in order to determine what is a sound investment. Sometimes investors are prone to emphasize one of these factors at the expense of the other. The lien position of one of the railroads now in a weak credit position may in itself be exceedingly strong but it is not a very comfortable feel- ing to realize that the credit of the system may jeopardize the payment of principal and interest, in spite of the inherent strength of the investment. On the other hand, too much emphasis should not be placed on the mortgage position of a certain bond. This fact was most convincingly brought out in the reorganiza- tion a few years ago of the Missouri Pacific system. Hold- ers of first mortgage bonds issued at a low rate per mile on branch lines which were not very valuable in earning power to the system were in the reorganization given less desirable securities in exchange for their holdings than the holders of junior securities on main line mileage. It did them little good to complain because it mattered very little to the general good of the system whether these lines were included or divorced in reorganization ; they contributed practically nothing to the credit position of the road. Then, too, the credit position of a road may be so empha- sized that the lien position of a security is forgotten, as, for 52 Federal Securities Corporation^ example, in the case of the Southern Pacific Company Con- vertible 4’s which are merely unsecured obligations of a holding company. When, however, good security as deter- mined by lien position, is coupled with good credit, the investor has a very high type of investment security. The two factors which we are now considering are in many ways bound to one another. It follows that the bonds of a road conservatively capitalized enjoy a better lien position than those of a road which is over capitalized. It also follows that a road which has a low bonded debt per mile is in a better earning power position than one which has a large bonded indebtedness, traffic possibili- ties in the two territories being equal. Investors who study railroad investments carefully and especially those who may be acquainted with Mr. Moody's Analysis of Railroad Investments instinctively combine these two con- siderations in analyzing a railroad investment that may be offered. There are many considerations which may be taken into account in analyzing a railroad security but the bondman and the well posted investor simmer these down to one : namely, a comparison of the bonded debt of the road per mile with the earning power of the road per mile. This one consideration combines the two factors of lien position and credit position, as will at once be evident. The lien position is indicated by the bonded debt per mile. The credit position is indicated by the net earnings per mile. To illustrate what we mean we will use certain figures taken from the last current volume of Moody’s Analysis of Railroad Investments. To take a very extreme case we will compare the indebtedness and the earning power of the Atchison with the indebtedness and earning power of the Erie. In 1919 the per mile bonded debt of the Atchison was slightly less than $25,000 and in 1917 (the last figures given by Mr. Moody), the net earnings per mile were $5,342. The Erie, on the other hand, showed bonded in- debtedness per mile in excess of $126,000 and net earnings per mile for 1917 of v$5,439. Even though the Erie may have more second and third track mileage than the Atchison it is at once apparent that most of the securities of a road 53 Railroads From the Investor’s Viewpoint with a bonded indebtedness of $126,000 per mile have a less desirable lien position than the securities of a road with a bonded indebtedness of $25,000 per mile. It is also apparent that a road faced with the necessity of paying interest on securities outstanding at the rate of $126,000 per mile enjoys a less desirable credit position than one which must pay interest on securities at the rate of $25,000 per mile, the net earnings per mile of each system being about the same. These are extreme cases chosen deliberately to illustrate our point. Most of the roads will fall somewhere between these two extremes as the Atchison is one of the most con- servatively capitalized of roads enjoying the highest measure of credit, whereas the Erie has earned much the opposite reputation. All the other roads in the country fall in their own respective niches in a comparison of this kind and the investor who wishes to determine these facts can obtain them from the good investment houses. It would be interesting to compare all of the important roads of the country in a test of this character but the scope of this booklet will not permit. We believe we can say, how- ever, that it should not be difficult for the investor to con- clude for himself from the information which has been given in this booklet which are the roads whose lien posi- tion and credit position rank high and those whose positions are less desirable. Classes ©IF IRanlif©a(dl Boiadls A brief discussion of the different types of railroad bonds and the general esteem in which each type is held should be of interest to the investor. We feel that the investor is more or less familiar with these classes of rail- road bonds and, therefore, our discussion will be brief. First we will consider those bonds which are secured by mortgage on the mileage of the railroad system. These naturally fall into four groups : 1. Divisional Liens. 2. First Mortgage General System Liens. 3. General or Refunding ^Mortgages. 4. Collateral Mortgages. 54 Federal Securities Corporation' Divisional Liens — The Divisional Liens came into being through the growth of great systems and by consolida- tion of small properties. A line of several hundred miles originally operated as a separate unit and having outstanding against it first mortgage bonds would in con- solidation become a part of a larger system. The first mortgage bonds of this original line thereby become divisional liens of the larger system. The Chicago & North- western, for example, is made up of many small roads which have gradually been absorbed into the parent system. The New York Central is an end to end consolidation of a great many small properties. Practically every large system in the country has its divisional liens. As a general rule such issues are of high character, espe- cially in roads of good credit and the bonds sell at the top prices. However, it must be borne in mind that just be- cause a bond is a divisional lien it is not necessarily strong because first mortgage divisional issues may fare badly with a road of weak credit as in the instance of the Missouri Pacific reorganization. However, when a divisional lien covers an important part of the mileage the investment is usually conservative. An example of a very strong divi- sional lien is the C. B. & Q., Illinois Division 4% bonds which cover practically the entire mileage of the Burlington system in Illinois and the line running from Chicago to the Twin Cities. The Great Northern has a number of issues of divisional bonds issued at various times as Mr. Hill expanded the Great Northern system, all of which are very high-grade but which are very rarely seen in the market because they have been put away in places from which they do not come out. These are only a few of a great number of very fine divisional issues. First Mortgage General System Liens — The second class of mortgage bonds are those which are secured by a first mortgage on much of the main line mileage of the large systems and are generally considered very high grade investments. The Northern Pacific Prior Lien 4s, the Union Pacific First and the Land Grant 4s, the C. B. & Q. General 4s and the Atchison General 4s are outstanding examples 55 Railroads From the Investor’s Viewpoint of this type of investment. The last two issues mentioned are called general mortgage bonds and while they are not secured by first mortgage on all of the property which they cover they are, nevertheless, a first mortgage on a consider- able portion of the main line mileage. Such issues are usually better known and enjoy a wider general market than the divisional liens because the amounts outstanding are larger and give a greater trading opportunity. General Mortgages — As the roads grew and new need for money arose, it became necessary for the systems to do financing by means of junior bond issues since most of the mileage was already covered by first mort- gages. It is in this manner that refunding mortgages or the first and refunding mortgages of the railroads came into being. In the 80s and 90s when this type of financing was first brought out on a scale, the mortgages were called general mortgages rather than refunding mortgages. In most cases these general mortgages cover at least a part of the mileage by first mortgage and sufficient bonds are reserved to retire the underlying liens as they become due. Usually such issues were made to run over a period of 100 years and covered the entire property of the road as con- stituted at the time of issue, including the terminals and equipment. Sometimes when such issues were brought out a considerable portion of the mileage was not mortgaged as in the case of the C. B. & Q. and the Atchison mentioned above, so that these general mortgage bonds covered sev- eral thousand miles of road as a first mortgage. The inves- tor is acquainted with the general mortgage bonds of the Northwestern, the Northern Pacific, the Pennsylvania and other roads which have outstanding this class of security. Refunding Mortgages — In recent years these general mortgage bonds have not been used largely because they were limited under the terms of the indentures to interest not to exceed 4% and only to refund underlying liens. Instead the systems have used the refunding mort- gage bonds to finance their requirements. These refunding mortgages were so drawn as to carry a higher coupon rate than 4% and were authorized in amounts in excess of the 56 Federal Securities Corporation underlying lien requirements, thus affording the roads the opportunity of obtaining additional working capital. In cases where a road has outstanding both a general mortgage and a refunding mortgage, the general mortgage has usually been closed and the refunding mortgage covers the same property and anything additional which the road may have acquired since the general mortgage was issued. There- fore, most of the refunding mortgages are secured by first mortgage on a small amount of mileage and by a second and third and in some cases by a fourth mortgage on the main portion of the road. There are some systems in which this character of lien has been given the name of refunding and improvement mortgage as in the case of the New York Central. Most of the large systems have outstanding refunding liens of one character or another. In the case of roads of high credit these bonds are well regarded. For example, the refunding 4^s of the Northern Pacific which is a road of high credit, have always sold at higher prices than the refunding bonds of the B. & O. which has not at all times in its history enjoyed the highest standard of credit. Collateral Mortgages — The collateral mortgages can be dealt with rather briefly. In the true sense of the word collateral mortgages secured by the deposit of other securities are not a direct mortgage on line, although l)onds may be deposited under them which are secured by direct mortgage. In other cases collateral issues may be secured by deposit of stocks and other junior securities. The Southern Pacific Company Collateral Trust 4s of 1949, for example, are secured by the deposit of certain amounts of the stock of the Central Pacific Railway Com- pany. The Illinois Central has outstanding two issues of collateral trust 4% bonds due in 1952 and in 1953, each of which is secured by a first lien on important mileage through the deposit of all of the liens outstanding on this mileage. These bonds were made collateral trust issues of the Illinois Central because the credit of the Illinois Central was higher than that of the unknown individual lines whose bonds were outstanding. This is usually the reason for the Railroads From the Investor’s Viewpoint issuance of collateral trust bonds. This issuance of collateral trust issues can be carried to excess, as was done in the case of the Erie, and for this reason collateral issues should be carefully scrutinized, especially since the tend- ency of the investor in considering issues of this kind is to emphasize the credit position of the road at the expense of the lien position of the bonds. Many roads have outstanding several other classes of securities, namely, debenture, convertible, income, terminal, and equipment bonds. Debenture Bonds — Debenture issues may or may not be secured by mortgage. Usually at the time the debenture bond is issued it is not secured by mortgage but merely is the obligation of the company to pay. Debenture inden- tures, however, often carry the provision that if any further securities are put out on the property the debentures in their turn are equally to be secured with the new bonds. The New York Central Debenture 4s of 1934, which are a well known bond and the debenture 4s of 1932 are both equally secured with the New York Central Consolidated 4s of 1998 which are a second, third, fourth and fifth lien on parts of the New York Central property. The Lake Shore and Michigan Southern Debenture 4s of 1928 and 1931 simi- larly are equally secured with the Lake Shore & Michigan Southern 3^s. On the other hand, the Convertible Deben- ture 6s due in 1935, are not secured by mortgage. Again in the case of issues of this character the investor would do well to scrutinize carefully the lien position of the bond as well as to consider the credit position of the road. Convertible Bonds — In recent years convertible bonds have flourished. In some instances convertible issues have been put out without any mortgage security, as in the case of the Southern Pacific Company Convertible 4s of 1929 and the Union Pacific Convertible 4s of 1927 which, however, are no longer convertible. In more recent years the convertible bonds have been equally secured with the refunding or with the refunding and improvement bonds which immediately antidated the issuance of the convertible bonds. Lor example, the B. & O. Convertible 4l4s are 58 Federal Securities Corporation equally secured with the refunding and general 5s and 6s due in 1995 and the Chicago, Milwaukee & St. Paul Con- vertible 5s of 2014 are equally secured with the general and refunding 4^s of the same date. This road also has out- standing some convertible 4^s due in 1932 which are equally secured with both the convertible 5s and the gen- eral and refunding bonds. It may be of interest that the Debenture 4s of 1934 and the Gold 4s of 1925 are equally secured with both the General and Refunding 4}^s and the two convertible issues which we have mentioned. This is a field which is very complicated and where the most care- ful character of scrutiny should be paid to issues in con- sidering them as investments. They should be judged, as in previous cases, by the lien position of the bond and the credit position of the road in conjunction, without the over emphasizing of either one of the two factors. Income Bonds — We have previously mentioned that in receivership and reorganization, the important thing has always been to reduce the fixed charges of the road within the limit of the road’s net earnings. One of the ways of accomplishing this purpose is to permit the outstanding- par value amount of securities to remain unchanged, but to make the interest on part of the bonds payable only if earned. It is in this manner that Income Bonds, or Adjust- ment Income Bonds, as they are sometimes called, came into being. In the Atchison reorganization of 1895 this procedure was followed, with the result that we have outstanding today the Atchison Adjustment 4’s, which while secured by mortgage on the property, are payable as to interest only if that interest is earned. Up to July 1st, 1900, this interest was not even cumulative, but since that time it has been cumulative and is paid out of surplus. The Seaboard Air Line, too, as a result of its recent reorganization has had outstanding since 1909 an issue of $25,000,000 Adjust- ment 5’s, the interest on which is payable only if earned. The interest on these bonds has ])een cumulative from the beginning. The St. Louis & San Francisco Railway Com- 59 Railroads From the Investor’s Viewpoint pany has outstanding two issues of this character as a result of its reorganization: the Cumulative Adjustment 6’s, which are payable as to interest from available net income, but which are cumulative ; and the Income Mortgage 6’s, due in 1960, which are payable out of the available net in- come of the company for each fiscal year ending June 30th, after payment of interest on the Cumulative Adjustment 6’s. The interest on these latter bonds is not cumulative. In each of these cases, the bonds are a mortgage on prop- erty securing the payment of the principal, but as the inter- est is payable only if earned, the worth of such issues is largely dependent upon the credit position of the road. As a general case. Income Bonds are not highly regarded, although the Adjustment 4’s of the Atchison rank almost on the same plane with other high-grade 4% railroad bonds of roads of the best credit. The reason for this, of course, is the excellent credit which the Atchison has enjoyed almost continuously since its reorganization in 1895. Terminal Bonds — From the standpoint of security po- sition and credit position it is difficult to find a higher grade investment than a Terminal Bond issued against properties located in the larger cities. These bonds are safeguarded in several ways. First, they are usually a mortgage on terminal properties, either passenger or freight or both, which are very valuable because they are usually located in the business center of the city. Second, the interest on these bonds is usually made an operating- charge against the roads which use the terminal. Third, the bonds are very often guaranteed in addition as to both principal and interest by the user railroads. There have been a number of instances where roads which have been in re- ceivership and have been in default on even first mortgage bonds on their systems have continued to pay interest on the Terminal Bonds. The reason for this is that in order to continue to operate, the roads must continue to use the terminals, and in order to get into the terminals it is neces- sary to pay the terminal charges which cover the interest on the bonds. The terminal charge is generally regarded 60 Federal Securities Corporation as an operating charge and is considered to come ahead of all bond interest on the other securities of the railroad. The Chicago Union Station 6^’s, which are guaranteed by the Chicago, Burlington & Quincy, the Pennsylvania, and the Chicago, Milwaukee & St. Paul, and are an operat- ing charge against these three roads and the Chicago & Alton, are possibly one of the best chosen investments of this group. The terminal companies operating in Kansas City, St. Louis, and St. Paul have also outstanding Terminal Bonds which are very highly regarded ; and in a general way, the Terminal Bonds of companies in the larger centers of population offer opportunity for conservative investment which it is impossible to excel. Equipment Bonds — Equipment Bonds generally enjoy a reputation much like that of Terminal issues. A road cannot operate without its equipment, and when issued by good roads. Equipment Bonds in the past have always been considered one of the very highest forms of railroad investment. Again, as in the case of Terminal issues, roads which have been in receivership and in default on mortgage bonds have continued to pay interest and principal on their Equipment issues when due. It is the usual procedure at the present time to issue these Equipment Bonds under the Philadelphia Plan. Under this Plan, the title to the equipment does not remain in the railroad company itself, but a trust is created and the title to the equipment remains with the trustee until the final installment of the notes is paid. In this case, instead of being a direct obligation, the notes or certificates are guaranteed by the railroad which rents the equipment from the trustee, the rentals being sufficient to take care of interest and maturities when due. The investor on his part does not receive the note of the railroad company itself, 1)Ut the certificate of the trustee, secured by the equipment whose title rests in the trustee. The general record of lUjuipment Bonds has been unusually good, and when issued by roads of good credit, such certificates must be considered as being extremely high grade investments. 61 Railroads From the Investor’s Viewpoint INVESTMENT SAFETY 62 Federal Securities Corporation C0MCLUSI0M This booklet makes no attempt to treat with justice any phase of the railroad situation. The history of operation of the railroads from the time of our entry into the war up to the present time has been treated with most detail, but by no means exhaustively. The primary idea of this book- let is to give the investor a bird’s eye view of the past history of the roads, the problems which they have faced in the past few years and are facing today, and the factors to be considered in judging railroad investments. Many questions which the investor will ask are answered in these pages. It is our hope that the most important ones have been covered. Many questions unanswered will occur to the investor who reads this booklet thoughtfully and with care. To such the Federal Securities Corporation extends its fullest service. If there are analyses of partic- ular bonds or of individual railroad systems which the investor would like, we will be glad to supply the informa- tion on request. Our desire in publishing this booklet is the same as that in every department of our business, to serve the investor to the utmost of our ability. 63 i v< , ’./■ ■■ ■ ^ . .