Jaguar has sought to acquire Columbia Basin Railroad Company, LLC (CBRW) and Central Washington Railroad Company, LLC (CWAR), both existing Class IIIs, according to July 14 filings with the Surface Transportation Board. In July 30 decisions, the STB said the transactions may be consummated on or after Aug. 13, 2025.
CBRW, consisting of 86 track miles, is centrally located in the Columbia Basin region of Washington State (see map below). The main commodities hauled are agricultural goods, inbound fertilizer, chemicals, and processed potatoes and vegetables. CWAR includes 80 miles of track in Yakima Valley, Wash., and handles such commodities as cattle feed, propane, paper products, plastic pellets, cheese, juice concentrate, lumber, apples and other agricultural goods (see map below).
(Map from Jaguar’s STB filing) (Map from Jaguar’s STB filing)Jaguar—collectively OPSEU Pension Plan Trust Fund (OPTrust), Jaguar Transport Holdings, LLC (JTH), and Jaguar Rail Holdings, LLC (JRH)—submitted to the STB separate notices of exemption under 49 C.F.R. § 1180.2(d)(2). (Scroll down to download.)
OPTrust, JTH and JRH are non-carriers, according to Jaguar. “OPTrust indirectly controls JTH, which, in turn, directly controls JRH,” Jaguar reported in its STB filings. “JTH currently controls, indirectly, eleven Class III railroads. Of the 11 railroads currently under JTH’s indirect control, eight—Southwestern Railroad, Inc. (SWRR), Texas & Eastern Railroad, LLC (TERR), Wyoming and Colorado Railroad, Inc. (WYCO–which also does business under the name Oregon Eastern Railroad), Missouri Eastern Railroad, LLC (MER), Charlotte Western Railroad, LLC (CWRR), Kinston Railroad, LLC (KNR), Waterloo Railroad LLC (WTRL), and Kansas City West Bottoms Railroad, LLC (KCWB)—are controlled directly by JRH. JRH also indirectly controls two other railroads—Cimarron Valley Railroad, L.C. (CVRR) and Washington Eastern Railroad, LLC (WERR)—through WYCO. JTH indirectly controls West Memphis Base Railroad, L.L.C. (WMBR) through Jaguar Transport, LLC, a separate JTH subsidiary affiliated with JRH.”
According to Jaguar, JTH has entered into separate unit purchase agreements to acquire control of CBRW and CWAR. JTH is slated to close on the CBRW transaction and the CWAR stock transaction “upon or after the effective date” of the present class exemptions. The notices of exemption, Jaguar said, are expected to become effective as of Aug. 13, 2025.
Jaguar told the STB that the CBRW and CWAR transactions are not transactions where the short lines to be acquired would connect with any of the railroads already in Jaguar’s portfolio; where Jaguar plans to connect CBRW and CWAR to any of the railroads already in its portfolio, or to connect any of its railroads to one another; or where a Class I carrier is involved. Accordingly, Jaguar said, the proposed transactions satisfy the class exemption criteria at 49 C.F.R. § 1180.2(d)(2).
Jaguar noted that CBRW acquired the lines that comprise its railroad operation from BNSF. “The purchase agreement governing the sale contains a right of first refusal (ROFR) extending to BNSF the option to re-purchase CBRW’s lines in the event of a proposed transfer-of-control such as the one presented here,” Jaguar reported. “BNSF is aware of the proposed CBRW change of control, but has not yet indicated whether it will forego its ROFR rights. BNSF has requested that Jaguar acknowledge the existence of BNSF’s ROFR rights in this class exemption notice filing. Accordingly, closing on Jaguar’s proposed acquisition of control will depend upon BNSF’s (pending) response.”
The STB, in its July 30 decisions (download below), said that the transactions may be consummated on or after Aug. 13, 2025, the effective date of the exemptions (30 days after the verified notices were filed). It noted in each decision that “[u]nder 49 U.S.C. 10502(g), the Board may not use its exemption authority to relieve a rail carrier of its statutory obligation to protect the interests of its employees. However, 49 U.S.C. 11326(c) does not provide for labor protection for transactions under 49 U.S.C. 11324 and 11325 that involve only Class III rail carriers. Because this transaction involves Class III rail carriers only, the Board, under the statute, may not impose labor protective conditions for this transaction.” Additionally, it said, petitions for stay must be filed no later than Aug. 6, 2025.
In a related development, Union Pacific on March 27 announced entering into an agreement with Jaguar Transport Holdings, LLC to provide short line rail service in the Central Industrial District in Kansas City, a move that the Class I said, “will enhance customer service and support regional economic growth.”
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Applicants state that on July 28, 2025, they entered into an Agreement and Plan of Merger under which UP, through a wholly owned subsidiary, would acquire all outstanding shares of NS for consideration consisting of shares of UP common stock and cash. The notice, STB says, “indicates that should the Board approve the forthcoming application, and upon receipt of approval by the shareholders of UP and NS and satisfaction of customary closing requirements, NS would become a directly wholly owned subsidiary of UP.” Applicants state in their notice of intent that they do not contemplate using a voting trust.
Under the STB’s major merger regulations, the notice of intent, also referred to as a prefiling notification, initiates a timeline for UP and NS to submit a merger application in three to six months. The STB received that notification on July 30, and Applicants state that they intend to file their application on or before Jan. 29, 2026. The STB must publish a notice of the prefiling notification in the Federal Register within 30 days. Should an application be timely filed, the Board says it will “determine its completeness and issue a procedural schedule for the review process.”
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Trinity reported total company revenue of $506.2 million for the second quarter ended June 30, 2025, down 39.8% from the prior-year period’s $841.4 million. It attributed this to “lower external deliveries in the Rail Products Group.” Additionally, quarterly income from continuing operations per common diluted share (EPS) came in at $0.19 vs. $0.67 in 2024.
Operating profit for second-quarter 2025 was $95.4 million, down 32.7% from second-quarter 2024’s $141.9 million, reflecting “lower external deliveries in the Rail Products Group, lower gains on lease portfolio sales, and costs associated with workforce reductions, partially offset by lower selling, engineering, and administrative expenses,” Trinity said.
(Trinity Industries photo)Rail Products Group revenue came in at $293.5 million in second-quarter 2025, falling 53.7% from $634.2 million in 2024, due to “lower deliveries.” In the six months ending June 30, 2025, the Group delivered 1,815 railcars; received orders for 2,310 railcars, valued at $318.3 million; and had a backlog value of $2.0 billion. This compares with first-quarter 2025’s 3,060 railcars delivered; 695 railcars ordered, valued at $109.3 million; and a backlog value of $1.9 billion.
For the Railcar Leasing and Services Group, revenue was $302.4 million in second-quarter 2025, up 7.4% from the prior-year period’s $281.4 million. The company attributed this to “higher lease rates, as well as favorable pricing on, and the mix of, external repairs in the maintenance services businesses.”
Lease fleet utilization—including wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements—came in at 96.8% vs. second-quarter 2024’s 96.9%. The Future Lease Rate Differential (FLRD) was positive 18.3% at the end of second-quarter 2025 vs. positive 28.3% for the prior-year period due to “continued strength in current lease rates.” According to Trinity, FLRD calculates the “implied change in lease rates for railcar leases expiring over the next four quarters” and “assumes that these expiring leases will be renewed at the most recent quarterly transacted lease rates for each railcar type”; FLRD is “useful to both management and investors as it provides insight into the near-term trend in lease rates.”
“In our Railcar Leasing and Services segment, the market has remained strong with utilization of 96.8% and an FLRD of 18.3%, which gives us confidence that the industry fleet is in balance,” Savage said. Year-over-year segment revenue increased by 7.5% as we continue to re-price our fleet upward. Additionally, Trinity continues to find consistent opportunities in the secondary market as both a buyer and a seller. In the Rail Products Group, our margins reflect the strategic initiatives we have undertaken over the last several years that give us the ability to perform in a low volume environment.”
2025 GuidanceLooking ahead, Trinity reported that it expects industry deliveries of approximately 28,000 to 33,000 railcars in 2025. Additionally, this year it would have a net fleet investment of $250 million to $350 million; operating and administrative capital expenditures of $45 million to $55 million; and EPS of $1.40 to $1.60, which the company said, “excludes items outside of our core business operations.”
“In keeping with our capital allocation strategy, we capitalized on favorable mar-ket conditions and repurchased shares worth $39 million year-to-date to further optimize our balance sheet position. We are maintaining our full year EPS guid-ance of $1.40 to $1.60, which reflects our expectation of improved deliveries from second quarter levels and continued improvement across the business in the second half of the year,” Savage concluded.
For more financial information, visit Trinity’s Investor Relations webpage.
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Canadian Pacific Kansas City’s “exceptional team of railroaders again delivered strong operating and financial results in the second quarter as we realize more of the value created by this unrivalled North American network,” said President and CEO Keith Creel in reporting the transnational Class I’s second-quarter 2025 results. Railway Age’s twice-honored Railroader of the Year also had much to say about the proposed Union Pacific-Norfolk Southern merger.
2Q25 ResultsCPKC volume, measured in RTMs (revenue ton-miles), increased 7%, compared to 2Q24. Revenues increased 3% to C$3.7 billion from C$3.6 billion. The reported operating ratio (OR) decreased 110 basis points to 63.7% from 64.8%. The core adjusted OR decreased 110 basis points to 60.7% from 61.8%. Reported diluted EPS increased to C$1.33 from C$0.97. Core adjusted diluted EPS increased7% to C$1.12 from C$1.05. Federal Railroad Administration (FRA)-reportable personal injury frequency decreased to 0.77 from 0.84; however. FRA-reportable train accident frequency increased to 0.97 from 0.70.
“Our dedicated team pulled together to overcome challenges in portions of our southern U.S. network following our complex [information technology] system integration,” said Creel. “Across our network, we are focused on delivering the service our customers expect as we carry growing momentum into the second half of 2025. We are executing our strategy by capitalizing on a range of opportunities unique to our three-nation network, opportunities to grow our business by supporting our customers in reaching new markets. Looking ahead, we remain confident in our ability to deliver on our full-year guidance while realizing sustainable growth that provides value for our shareholders, customers and all stakeholders.”
Comments on UP+NS Merger “The way we connect all three nations has given us a chance to create unique partnerships and alliances.” –Keith CreelAs expected, Creel was peppered with questions from analysts about Union Pacific’s proposed acquisition of Norfolk Southern, which he termed “the proverbial elephant in the room,” could impact CPKC. UP+NS will be the first major combination to be considered by the Surface Transportation Board under the new merger rules established by STB in 2001. The Canadian Pacific-Kansas City Southern transaction did not fall under those guidelines, due to KCS’s relatively small size.
Creel questioned if a U.S. transcontinental merger that could eventually result in four Class I’s—two massive East-West systems: UP+NS, followed by BNSF+CSX, plus CPKC and CN—is necessary and “in the public interest.” Shippers, he said, are concerned, as they well-remember the 2021-2022 service problems driven by crew shortages and other factors, not the least of which was the COVID-19 pandemic. He added that the railroads need to do more to develop interline commercial partnerships and improve interchanges by adding run-through trains. Those opportunities, he said, have not been exhausted—and that applies to CPKC as well.
“I guarantee there are some customers out there, sitting on the edge of their seats, looking at their existing supply chains, trying to hedge their bets, thinking, ‘What’s at risk?’” Creel said. In 2021 and 2022, “those customers experienced a lot of pain and suffering … They’d be irresponsible not to start looking at alternatives. A network that big, if it gets sick, is not isolated to a particular geographic region of the nation. The entire nation’s going to get sick. That’s the magnitude of this. This does not just affect UP and NS. UP and NS both know this, the regulator knows this, we all know this. This … could well and might likely trigger additional industry consolidation, an endgame scenario. They’re speaking to the entire industry. They’re speaking to every customer that ships on any rail network in North America, and it is a North American rail network. The gravity of this is not to be taken lightly. Rest assured, the STB will want to get this one right.”
CPKC photoUP and NS, Creel noted, despite claiming they will not be distracted, “will be under enormous pressure.” He added he “believes [UP CEO] Jim Vena to his word when he says he’s not taking this lightly,” that Vena understands how complex an undertaking this is.
UP+NS, Creel added, “cannot be judged in isolation,” and their STB merger application “must address a fundamental redrawing of the railroad map. The STB will give the merger a diligent, fact-based review under the untested 2001 rules. We will be a loud voice in the room, active observers and participants. We will participate in the discussions. And we will be heard and understood.”
The new merger rules require the applicants to demonstrate how their combination would enhance competition, not simply preserve it. Concessions will be sought, such as sole-served customers being allowed to access a second carrier. Creel noted that CPKC will, at the very least, seek unrestricted access to UP’s Gulf Coast petrochemical traffic as well shippers in St. Louis and Kansas City. Such access “would enhance competition and allow us to take traffic to Canada or Mexico, other points on U.S. system, or to interchange partners,” Creel said. “The strength of this network we put together allows us to compete and win in any of these scenarios.”
When asked if CPKC—already a transnational with a Canadian transcontinental network— would consider becoming part of a larger combination, Creel didn’t dismiss the possibility. It’s one of the options that would need to be reviewed “as part of our obligation to maximize shareholder value,” Creel said. “We won’t be confined by the traditional, so maybe expect the unexpected. Who knows?” Yet, he added, “The way we connect all three nations has given us a chance to create unique partnerships and alliances. [Southeast Mexico Express] with CSX is just one example.”
Download CPKC 2Q25 Financial Statement: CPKC 2Q25 Financial StatementDownloadThe post CPKC 2Q25: ‘Strong Growth, 2H25 Momentum’; UP+NS Perspective appeared first on Railway Age.
Women are significantly influencing today’s rail industry. Railway Age’s 2025 Women in Rail awards program will honor 25 trailblazers for their achievements in our November issue and at our 2026 Women in Rail conference. These outstanding railroaders will be selected based on their leadership, vision, innovation and accomplishments. This award celebrates women leaders in rail and women trailblazers with a track record of breaking down barriers and helping to create industry opportunities for women. Entries will be judged by Barbara Wilson, Senior Advisor at Railroad Financial Corporation, and Catherine Rinaldi, Executive Vice President of Gateway Development Commission, with input from the Railway Age staff.
Our judges: Barbara Wilson, Senior Advisor at Railroad Financial Corporation (left); and Catherine Rinaldi, Executive Vice President of Gateway Development Commission.Eligibility:
• The nominee must be located within the 50 states, Canada and/or Mexico.
• There is no limit on the number of entries each firm or person can submit (multiple nominations for one candidate do not boost chances), and there is no entry fee.
• Nominees may come from any area of the railroad industry (freight/passenger, engineer/builder/supplier, government/regulatory, etc.).
• Candidates may nominate themselves.
Judging Criteria:
• Industry experience and education.
• Leadership skills.
• Industry contributions.
• Community service involvement.
Portrait Photo: If a nominee is selected as an honoree, we will be in touch to ask for a high-resolution (preferably 300 dpi or higher) headshot.
Complete this form to enter.Entries are final. Please have your responses fully prepared before submitting.
Read about our prior-year honorees here:
And don’t miss the 2025 Railway Age / RT&S Women in Rail conference, to be held Oct. 15-16 at a new, larger venue in Chicagoland. This must-attend industry event highlights diverse experiences and practical strategies for moving the industry forward. Spanning two days, the Women in Rail conference features dynamic panels, a celebratory awards luncheon, and the chance to network with a wide-reaching group of like-minded rail professionals. Bonus: Tour CPKC’s Bensenville Yard.
In November 2017, Ontario Northland’s Corina Moore was the first woman to appear on the cover of Railway Age in more than 160 years of publishing.The post Nominations Open for 2025 Women in Rail Awards appeared first on Railway Age.
Atchison, Topeka & Santa Fe 4-8-4 2926 will be under steam on September 27 and 28 for New Mexico Railroad Days at the Albuquerque South Rail Yards. The free, family-friendly event will give attendees the chance to see the recently restored locomotive up close.
ATSF 2926 was built by Baldwin in 1944 and retired after just nine years of service. New Mexico Heritage Rail (also known as the New Mexico Steam Locomotive & Railroad Historical Society) spent nearly two decades restoring the locomotive and it returned to service in 2021. Since then it has made brief trips around Albuquerque on New Mexico Rail Runner Express and BNSF Railway trackage. It is the largest operating 4-8-4 in North America.
While no demonstration runs will be made during the event, the locomotive will be fired up and people will be able to climb into the cab and blow the whistle. There will also be a special night photo session with the locomotive. Tickets are being sold online at 2926.us.
The New Mexico Railroad Days runs from 10 a.m. to 6 p.m. on September 27, and from 10 a.m. to 2 p.m. on September 28.
—Railfan & Railroad Staff
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