18West: Rails to the Pacific Rulebook

Table of Contents

Table of Contents

• 1. Introduction
  • 1.1 Clarifications and Changes
  • 1.2 Game Components
  • 1.3 How to Win
  • 1.4 Player Etiquette
• 2. Overview of Play
  • 2.1 Phases
  • 2.2 Companies
    • 2.2.1 Granger Roads
    • 2.2.2 Land Grant Companies
    • 2.2.3 Public Companies
• 3. Setting Up and Starting the Game
  • 3.1 Setting Up the Game
  • 3.2 Initial Stock Round
    • 3.2.1 Selling Stock During the Initial Stock Round
    • 3.2.2 Buying Stock During the Initial Stock Round
    • 3.2.3 The Union Pacific (UP)
    • 3.2.4 Auctioning a President's Certificate
    • 3.2.5 Ending the Initial Stock Round
  • 3.3 Starting a Company
    • 3.3.1 Starting a Granger Road
    • 3.3.2 Starting a Land Grant Company
    • 3.3.3 Starting a Public Company Prior to Phase 6
• 4. The Stock Market
  • 4.1 Shares, Share Certificates, and Limits on Ownership
  • 4.2 Movement of Stock Prices
    • 4.2.1 Granger Roads and the Grey Zone
• 5. Sequence of Play—Stock Round
  • 5.1 Stock Round
    • 5.1.1 Selling Stock
    • 5.1.2 Buying Stock
    • 5.1.3 Starting a Company
    • 5.1.4 Change in Presidency
    • 5.1.5 Ending the Stock Round
• 6. Mergers and Acquisitions
  • 6.1 Actions Available in a Mergers and Acquisitions Round
  • 6.2 Issuing and Redeeming Stock
  • 6.3 Merger and Acquisition Requirements
  • 6.4 Conduct of the Acquisition
    • 6.4.1 Acquiring an Unstarted Granger Road from the Bank
  • 6.5 Restrictions and Limitations
• 7. Sequence of Play—Operating Round
  • 7.1 Lay or Upgrade Track
    • 7.1.1 Routes and Route Building
    • 7.1.2 Tile Placement and Tile Upgrades
  • 7.2 Converting a Land Grant Company
  • 7.3 Issuing Treasury Stock
  • 7.4 Additional Station Token Placement
    • 7.4.1 Doubling ("x2") Station Tokens
    • 7.4.2 Bypass ("B") Tokens
  • 7.5 Train Operation and Earnings Calculation
    • 7.5.1 The Mesabi Range
• 8. Land Grants and Destinations
  • 8.1 Land Grants and Government Subsidies
  • 8.2 Building to the Destination
  • 8.3 Mandatory Tile Lays and Terrain Costs
  • 8.4 If the Destination Route Is Already Completed
  • 8.5 Example
  • 8.6 Converting to a Public Company
  • 8.7 Land Grant Abandonment
  • 8.8 Phase 5 and Unstarted Land Grant Companies
  • 8.9 The Northern Pacific (NP)
• 9. Ending the Game
• 11. Changes from the First Edition
  • 11.1 Substantive Changes
  • 11.2 Components
• 14. Appendices
  • 14.1 Game Phases
  • 14.2 The Trains
  • 14.3 The Granger Roads
  • 14.4 The Land Grant and Public Companies
  • 14.5 The Cities

1. Introduction

1.1 Clarifications and Changes

These rules ("18West 2nd Edition") are quite similar to those included with the original edition. However, since publication of the original edition, a number of areas have come to light where, due to error, omission, or simply infelicitous phrasing, the rules are not the model of clarity for which I had hoped. In addition to the inevitable clarifications, this 2nd Edition includes a few changes intended to better balance the game and to make it a more enjoyable experience. For reference, these changes are summarized in Section 11. They include and extend those previously published as "18West Retuned". This rulebook now constitutes the definitive rules to 18West.

1.2 Game Components

The game includes a Map, a Stock Market chart, and various additional play-aids. There are sixteen Companies in the game, of which eight (five Land Grant Companies and three Public Companies) are represented by nine share certificates representing ten shares, and eight are Granger Roads, each represented by a single share certificate representing two shares. There are also a number of train cards, track tiles, and markers, mostly representing station tokens. The players must supply a Bank of twelve thousand dollars ($12,000) in various denominations. Poker chips are recommended. The wood bison included may be used to replace the Priority Deal card if the players wish.

1.3 How to Win

Players win by having the highest net worth at the end of the game. Cash on hand and stock shares owned add to net worth. Company-owned assets—such as Company cash and trains—do not contribute to net worth.

1.4 Player Etiquette

Players should attempt to speed play as much as possible. In particular, players should try to determine what share to buy or what tile to lay or upgrade during another player's turn. A player must disclose their current cash, and the current cash of any Company of which they are President, upon request by another player. Both player cash and Company cash should be piled neatly in front of the player (in the case of personal cash) or in the Treasury section of the Company Charter. Neatly display the Company's trains in the train section of the Company Charter.

Each player should display their owned Certificates neatly in front of them and must reveal their holdings in a Company on demand.

Corporate transactions are public knowledge, whether conducted between a Company and the Bank, a Company and a player, or two Companies.

Players may engage in public, verbal discussions and enter into public, verbal agreements. Such discussions should be reasonably brief in order to speed play. Performance is not enforceable except by moral suasion: a player who has performed an action under such an agreement in the anticipation of future action by their partner has no other recourse if their partner reneges on the agreement. Secret discussions or agreements, whether verbal or written, are prohibited.

2. Overview of Play

During a Stock Round, players take turns to buy and sell shares in Companies. Players may own shares in any Company. The largest shareholder in each Company becomes President of that Company and will be responsible for making all decisions on behalf of that Company. A Stock Round continues until all players pass in succession.

Every Stock Round is followed by two Operating Rounds. During an Operating Round, each Company that has started takes one turn. Its President lays track tiles, raises income by running trains, and either retains that income or distributes it between the shareholders in the form of dividends. Paying dividends increases a Company's Share Price. As the last action in its turn, a Company may buy new trains.

2.1 Phases

18West goes through a series of Phases, which affect which tiles are available, which trains Companies may buy, which trains rust, which Off-Map Area values are used, and various other aspects of the game. At the beginning of the game, only yellow track tiles, 2-trains, and the leftmost values of the Off-Map Areas are in play. Each new Phase is triggered by the purchase of a new type of train.

2.2 Companies

There are sixteen Companies in the game. Eight of these are Granger Roads. Of the remaining eight, three are Public Companies and five begin as Land Grant Companies, or, after Phase 5 commences, as Public Companies.

2.2.1 Granger Roads

The CBQ, CMStPP, CNW, CRIP, MKT, MP, SLSF and SSW are Granger Roads. They each have only two playable shares (their President's Certificate). They may only lay yellow or green tiles and may only lay track in the Eastern Settled Zone. Granger Roads that declare a dividend pay half their revenue to the President and retain half in their Treasury. Unlike Public Companies, Granger Roads are never required to own a train.

From Phase 4 onwards, Granger Roads may be acquired by Public Companies during the Merger and Acquisition Round.

2.2.2 Land Grant Companies

Each of the ATSF, KP, NP, SP, and TP has a Land Grant, which is an area of hexes in the Western section of the map from which the Company receives Government subsidies for laying yellow track tiles. Land Grant Companies start with five playable shares: only the President's Certificate and three single shares of the Company are in play (consider the remaining shares to be held by the Government). These companies benefit from extra tile lays until they reach their Destination City (marked with a small version of the Company herald). To balance these benefits, Land Grant Companies may only lay yellow or green tiles and may not place any extra station tokens. They may lay track in any part of the map but only receive special benefit from their respective Land Grants. A Land Grant Company is not required to own a train.

Once a Land Grant Company has a route between its base City or Cities and its Destination City, it is said to have completed its Destination Route and converts to a Public Company. At that time, it also places a special Doubling ("x2") station token in the Destination City, which doubles the value of that City for that Company.

If any of these five Companies have not started by the time Phase 5 has commenced, then their Land Grants are ignored and they become available as Public Companies as described in [2.2.3].

2.2.3 Public Companies

Public Companies have ten shares, may lay brown or grey tiles in addition to the yellow and green tiles (in the appropriate phases) and may build track in any part of the map. They may place additional station tokens. Each Company that is started as a Public Company (as opposed to converting from a Land Grant Company) also has a special Bypass ("B") token that allows it to run through a City even if the City is blocked by other Companies' tokens. Companies that are started as Public Companies may buy their first train before they first operate. All Public Companies are required to own a train at the end of their turn and may have to enter into Forced Train Purchase and Emergency Money Raising in order to comply with this requirement.

From Phase 4 onwards, Public Companies may acquire Granger Roads during the Merger and Acquisition Round.

The UP has already begun operating when the game commences. It is considered to have been a Land Grant Company which converted to become a Public Company before the start of the game. Its shares begin the game available for purchase from the Pool. Until a player buys the UP President's Certificate, the UP runs on autopilot – see [7.9].

The DRG and the GN are available to start as Public Companies from the beginning of the game. Any of the ATSF, KP, NP, SP and TP still to be started once Phase 5 has commenced are then available as Public Companies.

3. Setting Up and Starting the Game

3.1 Setting Up the Game

Lay the Map and the Stock Market flat between the players. Place the Round Marker (the white token with the BoxPok wheel) in the turn-order space marked "Stock Round". Arrange each Company's share certificates in a stack. Place all sixteen President's Certificates in the Pool, along with three UP single share certificates. Sort the Bank into denominations and place it near the play area within easy reach of the players. Distribute $1,500 from the Bank to the players as follows:

Players	2	3	4	5	6
Starting money	$750	$500	$375	$300	$250

Take one station token (two in the case of the GN, NP, and UP) from each company and place them in the company's starting locations as shown on the map. For NP, use two of the Company's $100 station tokens until its Land Grant is completed. Take each Land Grant Company's Doubling ("x2") token (two in the case of the NP) and place them in the unimproved hexes indicated by the small arrow in the Company livery: B5 and C22 (NP), G20 (KP), H21 (ATSF), H3 (SP), and K18 (TP). Place the UP Doubling ("x2") token in the northern City circle of San Francisco (actually Oakland) (G2-N).

Take the trains and arrange them in a stack, from the lowest-cost (the 2-trains) to the highest-cost (the 6/4D-trains). The 6-train marked "First 6-train" should be at the top of the stack of 6-trains. Place the Train Stack near the map.

Place the UP's Current Market Value token in the Stock Market space marked "$70". Take the three UP $100 station tokens and place them on the UP charter. Take two 2-trains from the Train Stack and place them on the UP charter. Take the five remaining shares of UP stock and place them in the UP Treasury.

Randomly determine the initial player order using the markers numbered one through six. Give the Priority Deal card to the first player, and conduct the initial Stock Round.

3.2 Initial Stock Round

The Initial Stock Round consists of a series of turns, during each of which each player—starting with the player with the Priority Deal marker, and continuing in accordance with the move order just determined—may sell stock (under very limited conditions), then buy stock, or pass. This process continues until there is a round in which every player passes consecutively.

3.2.1 Selling Stock During the Initial Stock Round

During each of their turns, a player who owns one or more UP shares may sell them in accordance with the normal rules. That player may not sell stock from any other Company.

3.2.2 Buying Stock During the Initial Stock Round

During each of their turns, a player may put up a President's Certificate for auction, buy a single share from a previously started Company's Treasury (paying the Starting Value to the Company's Treasury), or buy UP stock from the Pool as described below. Until Phase 6 begins, once there are five or fewer shares in a Public Company's Treasury, only the President may buy them. Notably, players (other than the President) may not buy any shares from the UP Treasury.

3.2.3 The Union Pacific (UP)

When the game starts, there are five shares of UP stock (including the President's Certificate, worth two shares) in the Pool at a Current Market Value of $70 per share. A player may buy a single share of UP stock, or they may auction the President's Certificate. A player who buys two UP shares from the Pool before any player has bought the UP President's Certificate places their two single shares back in the Pool and receives the President's Certificate in exchange. Once any player has acquired the UP President's Certificate, they receive the UP charter and all its assets.

Players may buy up to three UP single share certificates from the Pool. Should one player own only the President's Certificate and another player buy all three remaining single share certificates, the two players perform a normal change of presidency exchange, in which the player with three shares exchanges two of their single shares for the President's Certificate and becomes the new UP President.

Once a player has sold UP stock, they may not buy any UP stock for the remainder of the Initial Stock Round.

3.2.4 Auctioning a President's Certificate

In lieu of buying a share of stock, a player may auction a President's Certificate. The player selects one of the President's Certificates that are in the Pool and offers it for auction. They must bid a non-negative multiple of $5 (including zero). Each player, in Stock Round order, may bid in turn or pass. Each subsequent bid must be greater than the last by a multiple of $5. Once a player has passed, they may not reenter the auction.

A player may never bid more for an item in total (that is, the sum of the cost of the two shares on auction at minimum Starting Value, and their bid) than their cash on hand. A player who cannot bid because they have insufficient cash must pass. When all of the players have passed in sequence, the player who has the high bid pays the amount of their bid to the Bank, takes the President's Certificate, and starts the associated Company as described in [3.3.1], [3.3.2] and [3.3.3]. Exception: a player who wins an auction for the UP President's Certificate just pays for that Certificate and receives the UP charter and all its assets.

Players continue to take their turns in Stock Round order starting with the player after the auctioneer, regardless of who won the auction.

At the end of the Initial Stock Round, any unbought President's Certificates remain in the Pool, whence they may be bought non-competitively in any subsequent Stock Round.

3.2.5 Ending the Initial Stock Round

A player always has the option of passing. A player who does not own UP stock they can sell and has insufficient cash remaining to buy any item on offer must pass. A player who takes any action on their turn other than passing is guaranteed another turn. A player who passes is guaranteed another turn if any player subsequently takes an action on their turn other than passing. When all players have passed consecutively, the Initial Stock Round ends. Give the Priority Deal card to the player who initiated the complete round of passes. Move the round marker to the space marked "First Operating Round", and begin the first Operating Round (of two).

If all players pass consecutively in the first turn of the Initial Stock Round (and the Initial Stock Round would normally end without any player buying anything), the player with the Priority Deal card must buy the UP President's Certificate at its Current Market Value of $140, and the Initial Stock Round continues from that point.

3.3 Starting a Company

3.3.1 Starting a Granger Road

To start a Granger Road, the player performs the following steps:

• Select a Starting Value for the Granger Road from $50 to $100.
• Place the Granger Road's Current Market Value token in the Stock Market space corresponding to the selected Starting Value, below any other tokens already in that space.
• Pay twice the Starting Value ($100 to $200) to the Granger Road Treasury and take the Granger Road President's Certificate and Charter.

When setting the Starting Value of a Granger Road, players should take cognizance of any build costs for nearby terrain.

3.3.2 Starting a Land Grant Company

When a player buys a previously unstarted Land Grant Company's President's Certificate, they perform the following steps:

• Select a Starting Value for the Company from $70 to $100.
• Place the Company's Current Market Value token in the Stock Market space corresponding to the selected Starting Value, below any other tokens already in that space.
• Pay twice the Starting Value ($140 to $200) to the Company Treasury and take the Company's President's Certificate and Charter.
• Take three single share certificates from the Initial Offering and place them in the Company Treasury.
• Place three additional station tokens on the Company Charter, except for the NP, which begins the game with two of these tokens on the map and therefore only receives a single additional token at this time. When the NP replaces its two starting tokens with its Doubling tokens, those starting tokens are returned to the $100 token section of the NP's charter [see 8.9]. The $100 station tokens can be used after the Company has been converted to a Public Company.

3.3.3 Starting a Public Company Prior to Phase 6

When a player buys a previously unstarted Public Company's President's Certificate, they perform the following steps:

• Select a Starting Value for the Company from $70 to $100.
• Place the Company's Current Market Value token in the Stock Market space corresponding to the selected Starting Value, below any other tokens already in that space.
• Pay twice the Starting Value ($140 to $200) to the Company Treasury and take the Company's President's Certificate and Charter.
• Place three additional station tokens on the Company Charter.
• Place a Bypass ("B") token (see [7.4.2]) on the Company Charter as well.
• Take all eight single share certificates from the Initial Offering and place them in the Company Treasury.

A newly-started Public Company may buy a train from the Bank after the Granger Roads have operated in the first Operating Round following this Stock Round - see [7.8.2].

3.3.4 Starting a Public Company Once Phase 6 Begins

Any Company that starts after Phase 6 begins starts as a fully funded Public Company. When a player buys the President's Certificate, the player pays the money to the Bank instead of the Company treasury. The player then places the Company's remaining eight single shares in the Pool. At least three further shares (making five in all) must be bought before the Company starts. When the Company does start, the Bank pays the Company Treasury ten times its Starting Value. All the Company's station tokens and its Bypass ("B") token are available when it starts. Such a Company may buy a train from the Bank after the Granger Roads have operated in the first Operating Round following the Stock Round in which it starts - see [7.8.2].

3.4 Initial Operating Rounds

After the Initial Stock Round, players conduct two Operating Rounds. During the first of these Operating Rounds, players may only place yellow tiles.

At the end of the first Operating Round (not the first pair of Operating Rounds), discard any 2-trains remaining in the Train Stack to the Pool, making the 3-trains in the Train Stack available for purchase.

3.5 Stock Round

A Stock Round follows the completion of the first two Operating Rounds. Players may now buy and sell shares available in the Pool—including any President's Certificates—and shares (up to five if other than the President) available in the Companies. These transactions follow the same procedures as in the Initial Stock Round, except that any President's Certificates may simply be bought from the Bank Pool; there are no further auctions.

A Player may buy the UP President's Certificate following the normal rules. Also, players may buy and sell the three single shares of UP stock that start the game in the Pool. However, if no player has purchased the President's Certificate, a player who acquires two shares of UP stock immediately becomes President, and exchanges their two single share certificates for the President's Certificate with the Pool.

4. The Stock Market

The Stock Market shows the current value of each Company's stock. The values shown are the amount represented by a single share certificate. The six spaces highlighted in light blue ($50, $60, $70, $80, $90, and $100) represent the possible Starting Values for Granger Roads: the four highest of these ($70, $80, $90, and $100), outlined in red, represent the possible Starting Values for Land Grant and Public Companies.

4.1 Shares, Share Certificates, and Limits on Ownership

There are important distinctions between shares and share Certificates. A single share of a Land Grant or Public Company is always worth ten percent (10%) of the Company. The President's Certificate of a Company always represents two shares. For a Land Grant or Public Company, this represents 20% of the Company. For a Granger Road, this represents 50% of the Granger Road (in effect, the other two shares are invisibly and permanently attached to the Granger Road Treasury, where they generate dividends for it). For purposes of share ownership in a Company, only the percentage of ownership as represented by shares is relevant.

Players are limited to buying up to sixty percent (60%) of a Company's stock. However, players may acquire and retain more than sixty percent (60%) of a Company's stock through the acquisition process. It is possible by this means for a player to own up to 100% of the stock in a Public Company.

For purposes of certificate limits, only the number of certificates held is relevant. Except for Granger Roads valued in the grey zone of the Stock Market, each share certificate counts as one certificate, whether it represents one or more shares. Players are limited to owning Certificates (not shares) in accordance with the following table:

Players	2	3	4	5	6
Certificate limit	28	20	16	13	11

If a player finds themself in a situation where they have more Certificates than the Certificate Limit, they must sell as many shares as necessary to rectify the situation at their next opportunity during a Stock Round.

Once a player buys a President's Certificate from the Pool, they may never sell it, and consequently a President's Certificate, once bought, may never enter the Pool except because of a bankruptcy. Since only the President of a Granger Road can hold its shares, they can never sell its stock or otherwise transfer its Presidency. The President of a Land Grant or Public Company may transfer its President's Certificate to another player by selling some or all of their stock in the Company until they own fewer shares than that player – see [5.1.4].

A player who owns a President's Certificate may sell their existing holding down to zero shares or one share if another player (not the Pool) owns at least two shares of the Company. All adjustments in share holdings are concurrent: hence, a player who owns a President's Certificate may always sell a number of shares sufficient to transfer the President's Certificate while leaving themself with exactly one share provided another player holds at least two shares. A Company may have any amount of stock in the Pool except for its President's Certificate.

4.2 Movement of Stock Prices

Current Market Values move because of several factors:

• If the President (not another player!) sells one or more shares of that Company during a single Turn of the Stock Round, or during Emergency Money Raising [7.8.4], the Current Market Value of the Company moves one space to the left. This is true even if the sale causes a change in Presidency of the affected Company. Sales by other shareholders do not affect the Current Market Value of a Company.
• If a Company Operates and withholds its earnings or its earnings are zero, its Current Market Value is moved one space to the left.
• If a Company Operates and declares a Dividend which is equal to or greater than its Current Market Value, its Current Market Value moves one space to the right. For this purpose, the Current Market Value of a Granger in the Grey Zone [4.2.1] is zero.
• If a Company issues one or more shares of Treasury stock to the Pool during its stock issuing step in the Operating Round, its Current Market Value token moves one space to the left. Issuing Treasury stock during a Mergers and Acquisitions Round does not affect the Current Market Value.

If a Company's token moves into a space that one or more other Companies' tokens already occupy, place it at the bottom of the stack of tokens. This is true of Starting Value token placement as well as token movement for the reasons described above.

If a Company Operates and declares a Dividend which is less than its Current Market Value, its Current Market Value remains unchanged, and it retains its relative position in a stack of tokens.

The lowest Current Market Value is $50. The highest Current Market Value is $400. A Public or Land Grant Company Current Market Value token that should move below $50 or above $400 does not move. A Granger Road Current Market Value token that should move above $400 does not move.

4.2.1 Granger Roads and the Grey Zone

A Granger Road Current Market Value token that should move below $50 moves into the grey space to the left of the $50 space. Granger Roads "valued" in this space have no value: any Granger Road whose token is in this space at the end of the game is worthless and counts for zero score. Furthermore, Companies may not acquire Granger Roads whose token is in this space. A Granger Road certificate "valued" in the grey zone does not count as a certificate.

5. Sequence of Play—Stock Round

5.1 Stock Round

During a Stock Round, players may sell and then buy stock. Players begin with the player who has the Priority Deal marker and proceeds in accordance with the order determined at the end of the previous Stock Round (this is also referred to as "Stock Round order") until all players have passed. The player who initiated the final round of passes receives the Priority Deal marker, and the first Operating Round (of two) begins.

5.1.1 Selling Stock

During each of their turns in the Stock Round, a player may sell as many shares of stock as they wish, subject to the limitations on Pool holding. However, players may never sell stock of Companies that have not yet operated. Once a player has sold stock of a particular Company, that player may not buy stock in that Company for the remainder of the current Stock Round. Players may sell shares of different Companies in any order they choose.

Stock sales are always at the Current Market Value shown on the Stock Market. When selling more than one share of stock, the value received from the Bank is the same for all shares sold. Players may not choose to sell multiple shares of a single Company's stock as multiple transactions in the same turn of a Stock Round.

5.1.2 Buying Stock

After selling all the shares they wish to sell, a player may then buy one stock certificate, subject to availability, limits on certificate and share ownership, and the restrictions set forth below:

• Players may always buy stock (including a President's Certificate) from the Pool.
• Players may never buy any stock directly from the Initial Offering.
• Prior to Phase 6, players may buy stock directly from a Company's Treasury until fifty percent of the Company's stock (five shares including the President's Certificate) is in players' hands or in the Pool. Once there are five or fewer shares in a Public Company's Treasury, only the President may buy them. Notably, players (other than the President) may not buy any shares from the UP Treasury [3.2.2].
• Once Phase 6 begins, there are no restrictions on buying Treasury stock.

Once a player has bought stock, they may not sell any more stock in that turn of the Stock Round. Stock purchases are always at Current Market Value. When a player buys stock from a Company, they pay the money to the Company Treasury. When a player buys stock from the Pool, they pay the money to the Bank.

5.1.3 Starting a Company

A Company starts (and will therefore operate in the subsequent Operating Round) once a player buys its President's Certificate and follows the procedures described for the Initial Stock Round. Once started, a Company continues to operate until the end of the game, unless acquired by another Company.

5.1.4 Change in Presidency

The President of a Company is the player who owns the most shares of the Company. If there is a tie between two or more players for most owned shares, the player who currently owns the President's Certificate is the President.

If at any time the President owns fewer shares than another player does, they must exchange the President's Certificate for two single share certificates owned by the other player. The new President receives the charter and all assets thereon. If two or more players are eligible to become President and have an equal number of shares, the player whose turn is the earliest using Stock Round order after the current President becomes the new President.

5.1.5 Ending the Stock Round

Once the Stock Round ends with a complete set of consecutive passes, give the Priority Deal marker to the player who initiated the final round of passes. Then the first Operating Round (of two) begins.

6. Mergers and Acquisitions

Starting in Phase 4, there is an addition to the Stock Round, called the "Mergers and Acquisitions Round". This occurs after completion of the second Operating Round of each pair of Operating Rounds, and prior to the normal buying and selling of stock during the Stock Round. The players perform the M&A Round using Stock Round order, starting with the player who has the Priority Deal, and continues until all players have passed consecutively; however, this does not alter the position of the Priority Deal for the ensuing Stock Round.

6.1 Actions Available in a Mergers and Acquisitions Round

The following actions are possible in a Mergers and Acquisitions Round:

• A Company may issue some or all of its Treasury stock to the Pool without depressing its Current Market Value.
• A Company may redeem some or all of its stock from the Pool.
• A Public Company may acquire a Granger Road using its Treasury stock, Treasury cash, or a combination of the two.

Each of these is a separate action. In each of their turns in the M&A Round, a player may perform one of these actions on behalf of one of their Companies. The M&A Round continues until every player has concluded all the actions they wish to perform. The round ends when all players consecutively pass.

6.2 Issuing and Redeeming Stock

A Company (whether a Land Grant Company or a Public Company) may issue any amount of its Treasury stock to the Pool. Place the issued shares in the Pool, and the Bank pays the Company Treasury the Current Market Value for each share. Similarly, a Company may redeem any amount of its stock from the Pool, up to the limits of its cash. The Company Treasury pays the Bank the Current Market Value for each share.

Unlike issuing stock during the stock issuing step of the Operating Round, neither issuing nor redeeming stock in the M&A Round causes any change in the Company's Current Market Value.

6.3 Merger and Acquisition Requirements

The following conditions must be in place prior to any acquisition:

• The acquiring Company must be a Public Company.
• The target Company must be a Granger Road.
• One of the following conditions must exist at the instant of the merger: (1) routes [see 7.1.1] of the acquiring and target Companies must share a track segment, or (2) the two Companies must both have tokens in the same hex (but not necessarily in the same City circle).
• All assets required for the acquisition must be in place prior to its consummation.

6.4 Conduct of the Acquisition

An acquisition allows a Public Company to exchange some of its assets—stock and cash—for the assets of a Granger Road valued in other than the Grey Zone (i.e., trading at $50 or more). In essence, the Public Company buys the Granger Road President's assets—their stock shares in the Granger Road—and acquires all of the Granger Road's assets, which include its token and (if the Granger Road has any) cash and trains. The Granger Road may belong to the same President as that of the Public Company or to another player, or it may be one that no player has started and remains in the Pool (i.e., that "belongs" to the Bank). The range of options available to the Public Company is broad, and the main constraint is the need for compensation for all assets. However, if the Company wishes to acquire an unstarted Granger Road (that is, one that is still in the Pool), there are additional restrictions. The Public Company may use its Treasury stock, its cash, or a combination of the two. However, the Public Company may not exchange its stock at a rate greater than one for one: in other words, no player may end up with more shares than they started with (though they may end up with more certificates).

The Public Company pays out a number of shares and (if required) cash needed to balance the transaction. For example, if a Public Company with a Current Market Value of $160 and five shares of Treasury stock acquires a Granger Road with a Current Market Value of $90, the Public Company would have the following choices in how to compensate the Granger Road President:

• Pay $180 in cash.
• Pay one share and $20 in cash.
• Pay two shares and receive $140 in cash.

The Granger Road President—if other than the Public Company President—is never required to accept the compensation offered: they may propose an alternative package that meets the limitations described above, or decline altogether.

If the owner of the Granger Road has insufficient cash to consummate the proposed exchange, they must decline it or propose an alternative: they may not sell stock to raise cash during the M&A Round.

Place all the assets of the Granger Road on the Public Company's charter. Replace the Granger Road station token with one of the Public Company's station tokens. If the Public Company does not have a station token available to replace that of the Granger Road, the President may (but is not required to) remove one of their existing station tokens to replace that of the Granger Road.

If there are now two tokens belonging to the Public Company on the same hex in adjacent City circles, remove one and return it to the Company, which may reuse it as a $100 station token. If one of the tokens is a Bypass token, return the Bypass token to the Company, which may reuse it as a Bypass token. The Company may retain two tokens in non-adjacent City circles in Chicago (F27) or St. Louis (H25) until the tile upgrades to brown, at which time the extra token returns to the Company, which may reuse it as a $100 station token.

If there are more trains than the current Train Limit on the Public Company, the President must discard sufficient trains to reach the Train Limit. The President may also choose to discard one or more trains voluntarily, provided the Company keeps at least one (not necessarily one of its original trains). In either case, the President chooses which trains to discard. Discard all such trains to the Pool, whence another Company may buy them.

Once an acquisition is complete, set aside the charter, stock certificate, station token, and markers associated with the Granger Road. They play no further role in the game.

6.4.1 Acquiring an Unstarted Granger Road from the Bank

A Public Company may acquire an unstarted Granger Road from the Bank. In effect, it pays $200 or more in stock, or $200 in stock and cash, for the right to acquire the Granger Road's station token. For valuation purposes, Granger Roads in the Pool are at maximum Starting Value (i.e., $100 per share or $200 in total). The Bank declines all offers other than two shares of the Public Company's stock, plus the difference in cash if required. Furthermore, the Bank never "makes change": the exchange is a straight swap even if the Public Company's Current Market Value is over $100. When acquiring a Granger Road from the Pool, the Public Company places two of its shares in the Pool, makes up the difference (if its Current Market Value is less than $100) from its Treasury to the Bank, and then exchanges one of its tokens (relocating an existing token if necessary) for that of the Granger Road.

6.5 Restrictions and Limitations

Although the permissible range of actions in an M&A Round is extensive, the following restrictions apply to preclude an M&A Round from continuing endlessly:

• If a player's last M&A action was to issue shares, their next action must be something other than to redeem shares.
• If a player's last M&A action was to redeem shares, their next action must be something other than to issue shares.

Any action permitted to a Company may be performed in any order, and more than once in any given M&A Round. For example, a Company could redeem shares from the Pool, use these shares to perform an acquisition by stock swap, use the cash it acquired during the stock swap to redeem additional shares from the Pool, and then use these shares for additional acquisitions by stock swap.

It is possible for a Company to acquire multiple Granger Roads by stock swap, up to the limits of its Treasury stock holding. It is also possible for a Company to acquire an arbitrarily large number of Granger Roads with cash, provided it has enough. Each such acquisition is a separate transaction and requires a separate turn in the M&A Round. Finally, executing one acquisition may allow another one that the acquired Granger Road's token would otherwise have blocked.

If, because of an acquisition, a player exceeds the overall certificate limit, they must sell as much stock as required to return to the limit at their first turn in the ensuing Stock Round. If the player sells stock in one of their own Companies, these sales drive down the Current Market Value (i.e., are subject to the normal rules for stock selling).

If, because of an acquisition, a player acquires more than 60 percent of a Company, they are not required to sell down to the limit. A player may acquire and hold up to 100 percent of a Company's stock through stock swaps.

7. Sequence of Play—Operating Round

There are always two Operating Rounds after every Stock Round: indeed, the game concludes at the end of the second of two Operating Rounds, once the Bank has broken. In each Operating Round, all the Granger Roads operate first, followed by all the other Companies. Within each of these two groups, each Company that has started operates in descending order of their Stock Market position. Companies whose stock tokens are co-located in a single space on the Stock Market operate in order from top to bottom. During the first Operating Round of a pair, once all the Granger Roads have operated but before any other Company operates, any Public Company that was started in the immediately preceding Stock Round may buy a single train from the Bank (see [7.8.2]).

Each Company operates once during each Operating Round. When all Companies have operated, players begin a new Operating Round, an M&A Round, or a new Stock Round, depending on the phase and the number of Operating Rounds already performed.

Each major section from 7.1 through 7.8 represents a discrete step in the Company's turn. Companies must perform their operations in strict conformance to this order, though not every step is required. Section 7.9 explains how to run the UP if it does not have a President.

7.1 Lay or Upgrade Track

A Company may lay one or more yellow tiles, or upgrade one or more tiles, depending on the type of Company and the game phase.

• A Granger Road may place a single yellow tile or upgrade one yellow tile to green. A Granger Road may only place or upgrade a tile in the Eastern Settled Zone (the area of hexes tinted light green adjacent to the Eastern map edge, including the pre-printed yellow Cities: these include the four pre-printed yellow Cities at the Zone's western edge).
• A Land Grant Company is bound by special rules for track building, as explained in Section 8.
• A Public Company may place up to two yellow tiles or upgrade a single tile.

Granger Roads and Land Grant Companies are limited to green tile upgrades. Public companies may also upgrade green tiles to brown and brown tiles to grey, in the appropriate Phases.

If an unimproved hex has a cost printed in it ($20 in a blue triangle for swamp hexes or $40 in a brown triangle for mountain hexes), the Company must pay this cost as a part of placing the tile. A Company may only build or upgrade track that has an associated cost if it has sufficient funds to do so in its Treasury. Land Grant Companies are an exception to this rule (see [8.3]).

If an unimproved hex has a value printed on it (30, 40, or 50 in a small colored circle), this represents the amount the Company whose livery colors the circle receives for placing a yellow tile in that hex. If there are two such circles, then the first of the two Companies to place the tile receives the money. Companies other than those whose livery appears in the circles never receive any money for placing tiles in such hexes. Players should not confuse these values with the values printed in white circles on improved hexes or tiles, which are the scoring value of the City or town in the hex or on the tile.

7.1.1 Routes and Route Building

A route consists of a continuous unbranched length of track, including on it a City or Off-Map Area containing the Company's station token (not necessarily at the beginning or end of the route). A route may not use any track segment, City, Off-Map Area, or Town more than once, nor may it use more than one City circle on the same hex. A City circle is a white circular space on a City tile or a pre-printed City hex. A route may end at a City completely filled with other Companies' station tokens, but may not continue past it (notable exception: see 7.4.2, Bypass Tokens).

Track may not run to a prohibited hexside. A prohibited hexside is any impassable (green) hexside, any ocean (light blue) hexside, any blank hexside of an Off-Map Area (red), or any blank hexside of a grey area. Prohibited hexsides may include more than one type of prohibited terrain (e.g., H1/H3). Track may run to hexsides that contain only some prohibited terrain (e.g., F1/G2).

7.1.2 Tile Placement and Tile Upgrades

Players lay track by placing tiles on the map or upgrading previously placed tiles. For either tile placement or tile upgrade, either some part of the new track created must form part of a route of the Company, or the value of a City on a route of the Company must be increased.

In the first Operating Round, Companies may only place yellow tiles. Once any Company has bought a 3-train, Companies may upgrade yellow tiles to green tiles. Once any Company has bought a 5-train, Public Companies may upgrade most green City tiles to brown tiles. Once any Company has bought a 4D-train, Public Companies may upgrade certain brown City tiles to grey tiles.

Each Company may place one or more yellow tiles or upgrade one or more tiles. Once placed, a tile becomes part of the map and remains there until a Company upgrades it to another tile. Companies must always upgrade tiles progressively: a Company must upgrade a yellow tile to a green tile before it can upgrade it to a brown tile.

Upgraded tiles must maintain all connections and track existing prior to the upgrade. Remove the old tile from the map: it is now available for any Company to use it again.

Except for Granger Roads, treat the unimproved hexes with a light green background and those with a light yellow background the same. Treat the printed plain track tiles in row F as ordinary #9 tiles that companies may upgrade to #82 or #83.

Although there is a limit on the number of plain yellow track tiles (#8 and #9) included with the game, this is not a hard limit: if necessary, borrow additional #8 and #9 tiles from other games.

Hexes marked with a Town (•) or City (○) symbol or with a letter or group of letters may only have specific tiles placed on them. Companies may then only upgrade tiles placed on such hexes to specific other tiles. Companies may not use any tiles other than those specified to upgrade these hexes. Companies may not use the specified tiles to upgrade any other hexes. The following table summarizes the tiles and upgrades available for the plain and Town hexes. For a detailed listing of City tiles and upgrades, see "The Cities" in the Appendix. Note that only Cities upgrade beyond green.

Hex type	Unimproved	Yellow tiles	Green tiles
Plain	Empty hex	8, 9	80, 81, 82, 83
Town	Dot (•)	4, 58	141, 142, 143, 144

7.2 Converting a Land Grant Company

A Land Grant Company that has a route between its base City or Cities and its Destination City must now convert to a Public Company. This may happen in any phase. This conversion takes place after the tile placement and upgrade step: a Company that starts the turn connected to its Destination City may still place or upgrade three tiles (or four in the case of the NP).

To enact the conversion, the Company's President places the Company's last five single share certificates in its Treasury and then places the Company's Doubling ("x2") station token as described in [8.6] (or [8.9] for the NP).

7.3 Issuing Treasury Stock

If it is Phase 4 or later, and the Company has completed at least one previous Operating Round, a Public Company may issue one or more Treasury shares to the Pool and receive their Current Market Value from the Bank. A Company that has just converted from a Land Grant Company in the previous step may issue stock during this step, if it has completed one previous Operating Round as a Land Grant Company before converting.

If a Company issues shares in this step, its Current Market Value moves one space to the left.

7.4 Additional Station Token Placement

A Public Company may place an additional station token, if it has one available, in any open City circle which is on a route of the Company, on a hex in which it does not already have a station token. A Company may place a station token in any such City circle regardless of what sorts of trains it owns (including none).

A Public Company that has an unplaced Bypass token may place it in a City hex which is on a route of the Company, on a hex in which it does not already have a station token, if (and only if) there is no open City circle in the hex.

The cost of a station token placement is $100 for each station token (including Bypass tokens), which the Company must immediately pay from its Treasury.

No Company may place a station token (other than a Doubling token) in Denver (G14), Dallas (K20), Los Angeles (I4), or San Diego (J5) until the Company whose Destination it is (KP, SP, ATSF, or SP respectively) has either connected to it or abandoned its Land Grant. Similarly, no Company may place a station token (other than a Doubling token) in Los Angeles (I4) or San Diego (J5) until the SP has either connected to its Destination or abandoned its Land Grant. These restrictions end once Phase 6 begins.

No Company may place a Bypass token in a City that currently has an open City circle. A Bypass token never occupies a City circle even if the City subsequently improves and acquires an empty City circle.

A Company may never place more than one station token in its turn in the Operating Round (the home station tokens placed at the beginning of the game do not count). This means that a Company that completes its Land Grant is limited to placing its Doubling token: it may not place any additional $100 station tokens in the same Operating Round.

7.4.1 Doubling ("x2") Station Tokens

When a Land Grant Company completes its Destination Route and converts to a Public Company, it places its Doubling ("x2") token in its Destination City as described in [8.6]. The rules for placing the NP's Doubling tokens are described in [8.9]. These station tokens double the value of the City for that Company for the rest of the game. Placing the Doubling station token is free, and consumes the Company's token placing step. A Doubling token occupies a City circle and blocks other Companies, just as with any other token (other than a Bypass ("B") token).

7.4.2 Bypass ("B") Tokens

All Companies that are started as Public Companies (see [2.2.3]), and any Land Grant Company that abandons its Land Grant (see [8.7]), each have a Bypass station token, marked "B". They may place this token in a City in which it would otherwise be legal for them to do so but for the want of a City Circle. In effect, these Bypass tokens come with their own built-in City circle. Placing a Bypass token costs $100. Any number of Companies may place their Bypass token in a single City. Once placed, these station tokens function exactly like any other station token.

If a Company places a Bypass token in a city with two separate City circles, it may only place it adjacent to the City circle to which it can trace a route. If it can trace a route to more than one City circle, it must select one. If a Company places a Bypass token in a City completely filled with other station tokens, and the City subsequently upgrades to have an additional City circle, the Bypass token does not occupy the newly upgraded City circle.

A Company may place a Bypass token in Seattle (A4) but not in New York (F29/G28/H27) or New Orleans (L25).

7.5 Train Operation and Earnings Calculation

A Company that owns one or more trains now operates them and calculates the resulting earnings (note that a Land Grant Company without any trains may still earn revenue). A Company must calculate the maximum possible earnings using all its trains (not necessarily the maximum possible for any particular train if the Company owns more than one train).

Each train must operate on a route. In order to score revenue, the route must also contain two or more Towns, Cities, or Off-Map Areas. Multiple trains may not run on routes that share track segments: however, trains may always run to or through the same Cities, Off-Map Areas, or Towns, provided they do not reuse any track used by the other train. A route may both begin and end at Off-Map Areas. Towns (including the Mesabi Range, the Colorado Mining District, Galveston, and Corpus Christi) do not count against the train number. A route may both begin and end at a Town.

The basic route value is equal to the sum of the values of all Cities, Towns, and Off-Map Areas included in the route. Double the face value of the City that contains the Company's Doubling ("x2") station token on each one of the Company's routes that includes it.

A train running a "Coast-To-Coast" route doubles the value of any single City or Off-Map Area on the route. A "Coast-To-Coast" route must have one of the five West Coast City hexes flagged with a "W" (Seattle, Portland, Oakland/San Francisco, Los Angeles, or San Diego) at one end, and one of the two East Coast Off-Map Areas (New York or New Orleans) at the other.

Doubling bonuses are cumulative: if the doubled City contains the Company's Doubling ("x2") token, quadruple its value.

2, 3, 4, 5, and 6- trains count all Cities, Off-Map Areas, and Towns included in the route for revenue. The train number is the maximum number of consecutive Cities and Off-Map Areas that may be included in the route: these train types may not skip or ignore Cities or Off-Map Areas.

Streamliners (4D-trains) may run routes of any length, but score a maximum of four Cities or Off-Map Areas. Streamliners ignore Towns and do not score them: note that the Mesabi Range, Corpus Christi, and Galveston are Towns. At least one of the Cities or Off-Map Areas actually scored must contain one of the Company's station tokens. Calculate the basic route value of the four Cities or Off-Map Areas scored, including any doubling bonuses for Destination ("x2") tokens and "Coast-To-Coast", and then double the result.

The Company earnings are equal to the sum of the value of all the Company's train routes, plus any Government subsidies (see below).

7.5.1 The Mesabi Range

The Mesabi Range is located in northern Minnesota (B23). The Mesabi Range acts as a Town (that is, it does not count against the Train Number) that does not upgrade, though its value varies during the course of the game. A Company may trace a route into the Mesabi Range from any of the three adjacent hexes (B21, C22, and C24) and exit by any of the two others (though it is not required to do so).

Unlike in other games, there is no special requirement or prerequisite to running to or through the Mesabi Range.

7.5.2 The Colorado Mining District (CMD)

The Colorado Mining District (CMD) is located in southwest Colorado (H13). The Colorado Mining District (CMD) acts as a Town (that is, it does not count against the Train Number) that does not upgrade, though its value varies during the course of the game. A Company may trace a route into the Colorado Mining District (CMD) from any of the six adjacent hexes (G12 and G14, H11 and H15, and I12 and I14) and exit by any of the two others (though it is not required to do so).

Unlike in other games, there is no special requirement or prerequisite to running to or through the Colorado Mining District (CMD).

7.5.3 Government Subsidies

The Land Grant Companies received a variety of subsidies from both Federal and state governments to encourage them to build routes that were otherwise not commercially viable. To simulate this, the Bank pays each Land Grant Company $30 each time it places a yellow tile in its Land Grant, plus $10 if the hex contains a Mountain ($40) and $10 if the hex contains a Town. These amounts are cumulative: a hex with both a Mountain and a Town would be worth $50. These amounts are marked on the map in each Company's Land Grant: the color of the circle matches the livery of the eligible Companies. Although some hexes contain more than one such circle, only the first eligible Company to place a yellow tile in the hex is entitled to the subsidy.

The Land Grant Company adds the total amount of the subsidies to its earnings from trains for the turn (which may be zero!), and the Land Grant Company may pay out or retain the total earnings, according to its President's wishes.

7.6 Dividend Payment

A Company may pay out or withhold its earnings. If the Company pays out its earnings, the Bank pays each player a dividend equal to the percentage of the Company represented by the player's shares. If the Company withholds its earnings, the Bank pays the full amount of the Company earnings to the Company.

Granger Roads that declare a dividend pay half their revenue to the President and retain half in their Treasury: in effect, they act as if they had two invisible shares permanently assigned to their Treasury. Any other Company that pays out its earnings pays 10 percent per share to each shareholder (including the Company). Shares in the Treasury pay dividends to the Company. Shares in the Pool and the Initial Offering do not.

Until a Land Grant Company converts to a Public Company, only its first five shares earn dividends. When a Land Grant Company pays out dividends, the 50 percent of the earnings associated with the five shares of stock retained in the Initial Offering are lost (in effect, the earnings are paid to the Government).

7.7 Current Market Value Adjustment

The President of the Company adjusts the Company's Current Market Value token, if necessary [4.2].

7.8 Train Buying

If a Company has fewer trains than its current Train Limit, it may buy trains from the Train Stack, from the Pool (if available), or—once phase 3 has begun—from another Company, up to its current Train Limit. If the UP is running on autopilot, it will buy one or more trains from the Bank under specified conditions.

A Company always buys trains one at a time. To buy a train from the Train Stack or the Pool, it must pay the face value of the available train it wishes to buy to the Bank from its Treasury. To buy a train from another Company, it must pay the other Company a mutually agreed price, which may be as little as $1.

If a Company buys a new type of train from the Train Stack, a new phase begins and any adjustments pertinent to that new phase come into effect immediately after the Company buys the new train. Once any such adjustments are complete, the Company may buy additional trains, up to its current Train Limit.

At the beginning of the game, the "Available Trains" are 2-trains. Once any Company buys the last 2-train or the Bank discards it, 3-trains become available. Once any Company buys the last 3-train, 4-trains become available. Once any Company buys the last 4-train, 5-trains become available. Once any Company buys the last 5-train, 6-trains become available. Once any Company buys the first 6-train, Streamliners (4D-trains) become available.

When a Company buys a new train from the Train Stack, it must buy the topmost train in the Train Stack, though it also has the option of buying a train from the Pool if one is available. Once a Company has bought the first 6-train, a Company that buys a train from the Bank pays $600 and buys a 6-train, or may pay $1100 and buy a Streamliner (4D-train).

7.8.1 Train Buying from Other Companies

After Phase 3 begins, as an alternative to buying a train from the Train Stack or the Pool, the President may buy a train from another Company, at a mutually agreed price as little as $1, and up to all its remaining cash. If the Company purchasing the train has no money at all, the President may use their cash on hand to buy the train, paying the other Company up to the face value of the train they are buying. However, they may not sell stock to raise additional cash: the maximum they may contribute is the actual cash on hand they have at the instant they must buy.

7.8.2 Public Companies' Initial Train Purchase

During the first Operating Round after the Stock Round during which a player starts them, once all the Granger Roads have operated but before any other Company operates, the DRG, the GN, and any Company started as a Public Company after Phase 5 begins may immediately buy a single train from the Bank (not from another Company!), allowing them to earn revenue during their first turn of operation. This is an exception to the normal sequence of operations.

As the Company is not required to own a train at this time, this is not a mandatory train purchase, and therefore it may not perform an Emergency Money Raising (though it may be required to in its normal turn): the Company may only do this if it has the required funds in its Treasury. If a Company buys a new type of train from the Train Stack at this time, a new phase begins and any adjustments pertinent to that new phase come into effect immediately after the Company buys the new train. If more than one such Company starts in the same Stock Round, the Companies buy trains from the Bank in Stock Market order.

7.8.3 Mandatory Train Buying

A Public Company (not a Granger Road or a Land Grant Company) that has operated in the current Operating Round must own a train at the end of its turn in the current Operating Round whether or not it has a route. If it has sufficient funds in its Treasury, it may buy any train or trains that are available from the Bank or the Pool, or—once phase 3 has begun—from another company, subject to its current Train Limit. Granger Roads and Land Grant Companies are not required to own a train and therefore can never be in a "mandatory train buying" or "emergency money raising" situation.

7.8.4 Emergency Money Raising

If a Company does not have sufficient funds to buy a train from the Bank, the President must make up the difference from their own cash to allow the Company to buy the next train available from the Bank. If they have insufficient cash on hand, they must sell sufficient stock to raise the difference. The President may sell any of their own stock they wish to raise the required amount, subject to the normal limitations on stock sales: these sales—and their impact on stock prices--are treated exactly as if the player had made them during the Stock Round. Since a player may never sell stock in a Company that has not yet completed a full Operating Round, the President may not sell stock in the operating Company if it is currently operating for the first time. The President may not issue Treasury stock as part of this process, though (if otherwise permitted) they may have done so earlier in the current Operating Round. A President is never required to have issued Treasury stock, even if legal, in order to avoid an Emergency Money Raising.

The President may not sell sufficient stock in the operating Company to cause a change in presidency. However, they may cause a change in presidency of any other Company.

Note that—unlike in other games—a Company in a "mandatory train buying" situation is never required to buy a less expensive train in lieu of a more expensive train, even if the Company would have sufficient funds to buy the less expensive train without performing an Emergency Money Raising. Specifically, once 4D-trains are available, a Company with no train, but that has $600 or more but less than $1100 in its Treasury, may perform an Emergency Money Raising in order to buy an 4D-train. Similarly, a Company with no train, but that has $300 or more but less than $600 in its Treasury, may perform an Emergency Money Raising in order to buy a 6-train or an 4D-train even if there is a 4-train in the Pool.

7.8.5 Bankruptcy

If, after selling all the stock they can sell, the President cannot raise sufficient cash to buy a train, they are bankrupt. Place their remaining holdings in the Pool (the Current Market Value remains unaffected). Eliminate the player from the game and transfer the Presidency of any of their Companies to the next eligible player. If no such player exists (i.e., if no player holds two shares of one of the affected Companies), the Company's President's Certificate is placed in the Pool (this is a notable exception to the normal rule precluding a Presidency from entering the Pool). A player may buy the Presidency from the Pool for twice the Current Market Value in the next Stock Round. As an alternative to buying the Presidency directly from the Pool, a player who owns one share may buy an additional share (if available), and then perform a normal change-of-President exchange with the Pool.

Players who own stock in such a Company may buy and sell it normally, and its stock continues to count against their certificate limit: all of the Company's existing assets (its station tokens, trains, and cash) remain in place, and the Company operates on autopilot using the rules for the UP until a player becomes its President.

If the Presidency of the Company for which the bankrupt player was buying a train shifts in this manner, its Treasury will contain the total amount raised by the now bankrupt President during their Emergency Money Raising. The new President must complete the Emergency Money Raising using their own resources and buy a train for the Company. If the Presidency ends up in the Pool, the Bank makes up the difference.

7.9 The Union Pacific (UP)

The UP starts the game with a pair of 2-trains and a Doubling ("x2") token in northern San Francisco. Even with no President, it will normally earn $130 in its first Operating Round and pay $13 (10%) per share, of which up to 50 percent ($65) will go to the Company's Treasury.

7.9.1 UP Operations Until the President's Certificate Is Purchased

Until a player becomes its President, the UP runs on autopilot. The UP never voluntarily issues its last five shares for cash. The UP never lays track or tokens, runs for the maximum earnings, and always pays out dividends, of which up to half go to the UP Treasury: each Operating Round, a player must pay dividends to the UP and its shareholders from the Bank and adjust its Current Market Value accordingly. The UP never withholds, and only goes back on the Stock Market if it has no train, in which case it must perform a Mandatory Train Purchase and—if required—an Emergency Money Raising (the UP must first convert as many Treasury shares as it needs to cash and then—if necessary—the Bank makes up any deficit).

Once 3-trains are available and the UP enters its Train Buying Step with at least $200, the UP buys a single 3-train. Once 4-trains are available and the UP enters its Train Buying Step with at least $400, the UP buys a single 4-train. If the UP has $600 and has the opportunity to buy the last 3-train and the first 4-train, it does so.

If no one has acquired the UP Presidency when Phase 5 begins, it buys a permanent train at its earliest legal opportunity to do so (i.e., as soon as it has the cash and is legally permitted to do so by its current Train Limit). Once it accumulates sufficient Company cash to buy a second permanent train (and its current Train Limit permits), it does so.

If the UP has a choice between a 6-train and a 4D, it buys the 4D if and only if it can do so without performing emergency money raising or selling stock.

If no one ever acquires the UP Presidency, it is theoretically possible for it to continue operating in this fashion until the end of the game.

8. Land Grants and Destinations

Each Land Grant Company (the ATSF, KP, NP, SP, and TP) that starts prior to Phase 5 benefits from extra tile lays and from government subsidies for building in its land grant areas. To balance these benefits, a Land Grant Company may only lay yellow track or upgrade yellow track to green track, and it may not place any station tokens. Once a Land Grant Company has a route between its base City and its Destination City (marked with a small version of the Company herald), it is said to have completed its Destination Route and converts to a Public Company.

The rules for the NP differ slightly from those of the other Land Grant Companies. The NP starts with two base Cities (instead of one) and two Doubling tokens (instead of one). It may lay or upgrade up to two tiles from each of its base station tokens, for a total of four, instead of the three permitted to other Land Grant Companies. For a full description of the rules pertaining to the NP, see [8.9].

Any of these five Companies that starts after Phase 5 has no Land Grant and starts as a Public Company.

8.1 Land Grants and Government Subsidies

Each Land Grant Company has a Land Grant. This Land Grant is an area of hexes in which the Company receives money from the Bank—representing Government subsidies—for laying yellow track. All yellow tiles that the Company lays in its Land Grant are eligible for Government subsidies, even if a previous tile connected the Company's base and Destination Cities. See [7.5.3] for details of how much income is generated.

Until Phase 3 has started, a Company may only lay a tile or place a Doubling token in a Land Grant hex if the President of the Company that owns the Land Grant gives permission to do so. If two Companies own the Land Grant for the hex, either of their Presidents may give this permission.

8.2 Building to the Destination

Each Land Grant Company starts with its Doubling ("x2") token(s) in the unimproved hex(es) adjacent to its base station token(s) that has a small arrow in the Company's livery. As the Company lays track, the Doubling token will be moved ahead of that track. The Doubling token marks the hex in which the Company must, in normal circumstances, build its first tile in its next turn in order to build towards its Destination City. In addition, a hex containing a Doubling token is treated as if it contained a small extension of the Company's existing track.

A Land Grant Company must usually begin each of its turns by laying or upgrading a yellow tile in the hex containing its Doubling token. The NP may choose which of its two Doubling tokens to use. There are two exceptions to the requirement: (1) if no tile lay or upgrade is legal in that hex or (2) if the Company's Destination Route has already been completed before the start of its turn. In these cases, the Company is not restricted as to where it lays or upgrades its first tile, or indeed whether it lays or upgrades any tiles at all.

The Company may lay or upgrade up to three yellow tiles in total (four in the case of the NP), including its first mandatory tile. A Land Grant Company may upgrade a yellow tile that it has just placed: this is a notable exception to the normal tile placement and upgrade rules.

At the end of the Company's track-laying step, if the Company has completed a route between its base City and its Destination City, place the Doubling token in the Destination City as described below. Otherwise, move its Doubling token to a hex which is led into by track that forms a route from its base City and which is not part of that route. In other words, the token should be placed in the next hex that would extend the route. If there are multiple such hexes the President chooses which one to place the token in. If the token is already in such a hex, it need not be moved. If the hex contains a City other than the Company's Destination City, the Doubling token must be placed at the edge of the tile; it does not occupy a City circle.

When laying a tile in a hex that contains another Company's Doubling token, treat the Doubling token as representing a small extension of that Company's track. As such, the tile laid must connect to that track as if it were existing track in the hex. The Doubling token remains in the (now improved) hex until its Company takes its next turn. If track is being laid in an unimproved hex and a connection would require a tight curve, that connection is not possible with a single tile and so may be disregarded but any upgrade to the new tile must complete the connection.

In the unlikely event that a hex contains the Doubling tokens of two or more other Companies, the new tile need only connect to the track of one and the President of the Company laying the tile chooses which: if the new tile is subsequently upgraded while another Company's Doubling token is present, the upgrade must complete the second connection.

8.3 Mandatory Tile Lays and Terrain Costs

If the Company must lay a tile in the hex that contains its Doubling token and lacks sufficient funds in its Treasury to pay for terrain costs for this tile, the President must make up the difference from their own cash. If they have insufficient cash, they may sell any single share to raise more, subject to the rules for Emergency Money Raising (see [7.8.4]). However, such a sale may not cause a change in Presidency of any Company. If the President cannot raise sufficient funds for this purpose, they are bankrupt. If the Company lacks sufficient funds in its Treasury to pay for terrain costs for any additional tile, the President may make up the difference from their own cash, but may not sell stock to do so. If the President is forced to sell stock to pay for a mandatory tile lay, the funds raised may also be used to pay for additional tile lays if desired.

A Company does not have to pay terrain costs when placing a Doubling token in a hex. Although that token represents a small extension of the Company's track, any terrain costs associated with the hex must be paid when a yellow tile is laid.

8.4 If the Destination Route Is Already Completed

If a Land Grant Company (including one that is operating for the first time) has a completed Destination Route at the start of its turn (because it has been connected on another Company's turn), it is nevertheless entitled to place or upgrade up to three tiles (or four in the case of the NP). It is not required to lay the first yellow tile in the hex that contains its Doubling token. The Company then immediately converts to a Public Company.

8.5 Example

Suppose that the SP and the TP both start in the first Stock Round and that the SP moves first. At the start of the SP turn, its Doubling token is in H3. It lays tile #9 in H3 as its mandatory tile lay and two more tiles, #8 in J7 and #58 in K8. Its Doubling token is moved to K10.

At the start of the TP turn, its Doubling token is in K18. It lays three #9 tiles in K18, K16 & K14. Its Doubling token is moved to K12.

In the second OR the SP may lay a #9 tile in K10. If it does so, the presence of the TP's Doubling token in K12 means the only legal tile the SP may lay in K12 is a #9 tile connecting to the TP's track in K8. This would be the obvious second tile lay for the SP, connecting to the TP track and thus completing the Destination Routes of both Companies. If for some reason the SP chose not to lay that second tile, then it would place its Doubling token in K12 and the TP on its turn would have to lay a #9 tile in K12 as its only legal tile lay.

For the sake of exposition, we shall assume the SP takes a different path and lays #8 tiles in K10 and J11 and a #9 tile in J13. It finishes with its Doubling token in J15.

The TP must now begin its turn by laying a yellow tile in K12, because this hex contains its Doubling token. If no green tiles are available, it may not lay any other tiles because its route is blocked by the SP track. It places its Doubling token in the hex pointed to by the track it just laid. In the unlikely situation that the TP faces the same situation in its next turn and green tiles are still unavailable, it would not be able to lay any tile.

If green tiles are available, the TP has several options. It could complete its Destination Route (and that of the SP) by laying a #9 tile in K12 and upgrading K10, or by laying a #8 tile in K12 and upgrading J11. Alternatively it could upgrade K14, to point track into J13, and upgrade J13 to complete its Destination Route (and that of the SP). Or it could upgrade K16 to point track into J15, which would place its Doubling token in J15. The TP could even upgrade its home hex and then lay J19-J17, which would also place its Doubling token in J15.

The most likely option for the TP is to complete its Destination Route, e.g. laying a #9 tile in K12 and upgrading K10. This will also complete the Destination Route of the SP. In the next SP turn, the SP may still lay or upgrade up to three tiles. A likely move would be to upgrade San Francisco, Los Angeles and Dallas/Fort Worth. Alternatively it could lay yellow tiles in J15, J17 and J19 to claim government subsidies for the last time (although this is probably not optimal play).

8.6 Converting to a Public Company

When a Land Grant Company's Destination Route has been completed, it converts to a Public Company. The Company's President places the Company's last five single share certificates in its Treasury and then places the Company's Doubling ("x2") station tokens as described below.

A Land Grant Company (other than the NP) places its Doubling ("x2") station token in an empty City circle in the Destination City hex. If the ATSF completes its Land Grant and LA is still yellow, it may place its Doubling ("x2") token in whichever of the two City circles it is connected to. If the Destination City tile is still yellow and there is no open City circle available (this mostly applies to the KP, and possibly the SP as well), place the Doubling ("x2") station token at the edge of the tile (it is considered collocated with the existing DRG or TP base token). When the tile upgrades to green and acquires a second City circle, the Doubling ("x2") station token immediately occupies the second City circle: another company may not claim it.

Placing the Doubling ("x2") station tokens is free, and consumes the Company's token placing step. These station tokens are marked "x2" and double the value of the City for that Company for the rest of the game. Doubling ("x2") tokens occupy a City circle and block other Companies, just as with any other token (other than a Bypass ("B") token).

8.7 Land Grant Abandonment

A Land Grant Company that has not completed its Destination Route by the start of Phase 5 may abandon its Land Grant and convert to a Public Company anyway. A Company abandons its Land Grant during the conversion step of its turn and immediately converts to a Public Company. As this occurs after the tile placement and upgrade step, the Company may still place or upgrade three tiles (or four in the case of the NP) in the turn that it converts. The conversion to a Public Company follows the usual process with one change: by abandoning its Land Grant, the Company loses the opportunity to place a Doubling ("x2") station token. Instead of placing its Doubling token, remove it from the map, flip it to its Bypass token ("B") side, and place it on the Company Charter.

8.8 Phase 5 and Unstarted Land Grant Companies

If any of the ATSF, KP, NP, SP, and TP have not started by the time Phase 5 commences, then their Land Grants are ignored and they become available to start as Public Companies. When Phase 5 commences, all such Company's shares and station tokens are available when they start. Their Doubling ("x2") tokens should be removed from the map and flipped to their Bypass ("B") token sides, ready to be placed on the Company Charters. In the case of the NP, its second Doubling ("x2") token should also be removed from the map and flipped to its ordinary station token side, ready for placement on the Company Charter.

The process for starting such a Company is the same as for other Public Companies – see [3.3.3] and [3.3.4].

8.9 The Northern Pacific (NP)

The NP begins with two Doubling ("x2") tokens, one in each of the unimproved hexes adjacent to its base Cities that have a small arrow in the Company's livery.

The NP may lay or upgrade up to two tiles from each of its base station tokens, for a total of four, instead of the three permitted to other Land Grant Companies. The President must choose one of the hexes that contain a Doubling token in which to place its first (mandatory) tile. If one of those hexes incurs a terrain cost, this choice may affect whether the Company has to enter Emergency Fund Raising. All yellow tiles laid (up to four) are eligible for government subsidies.

At the end of the NP's track-laying step, each of its Doubling tokens is moved into a hex which is led into by track that forms a route from its corresponding base City and which is not part of that route. If there are multiple such hexes the President chooses which hex to place the token in. If either token is already in such a hex, it need not be moved.

The NP converts to a Public Company at the end of its track laying step if it can trace a route from Minneapolis to Portland. It then exchanges both its base station tokens for Doubling ("x2") station tokens and returns the two original station tokens to its charter. It may place these as ordinary $100 station tokens in subsequent Operating Rounds.

If the NP abandons its Land Grant, remove both of its Doubling tokens from the map, flip them to their other side and place them on the Company Charter. One will be a Bypass ("B") token; the other will be an ordinary station token.

9. Ending the Game

The game ends after the Bank runs out of money. If the Bank runs out of money during an M&A Round or a Stock Round, complete those rounds and two more Operation Rounds. If the Bank runs out of money during an Operating Round, complete that pair of Operating Rounds. Thus the game always finishes after a full set of Operating Rounds. Use pen and paper to track the income received during the final set of Operating Rounds.

At the conclusion of the final Operating Round, players calculate their net worth as follows:

• Calculate the total value of all shares of stock held by multiplying the final market value by the number of shares held. Note that Granger Road shares "valued" in the Grey Zone are worthless.
• Add total cash on hand.
• Ignore all assets (cash and trains) owned by Companies as they do not contribute to a player's net worth.

The total is the player's net worth. The player with the highest net worth wins the game.

If all players but one have gone bankrupt, the game ends immediately. The sole solvent player is the winner.

11. Changes from the First Edition

11.1 Substantive Changes

These changes correct certain infelicities and weaknesses which only became apparent post-release. In particular, the constraints on Land Grant Companies have been reduced and simplified, the NP and the UP have been somewhat strengthened, and the Granger Roads have been made slightly less fragile.

1. The constraints on Land Grant Companies to build towards their Destination Cities have been reduced and simplified.
2. The NP Land Grant Company may place up to four tiles (up to two from each of its railheads) instead of the usual three.
3. All Granger Roads operate before all Land Grant and Public Companies regardless of Current Market Value.
4. To start a Public Company after Phase 6 begins, the players must buy at least five shares.
5. The DRG, the GN, and any Company started as a Public Company after Phase 5 now buy their initial train during the Operating Round after all the Granger Roads have run but before any other Company, rather than at the end of the Stock Round.
6. The UP now starts with a Doubling ("x2") token in San Francisco in addition to its two existing tokens. The UP Doubling ("x2") token replaces the UP Bypass ("B") token.
7. Finally, auctioning the President's Certificates in the Initial Stock Round has replaced bidding for places.

11.2 Components

The 2nd edition components have the following changes from the 1st edition:

• The UP Bypass token is replaced with a Doubling token.
• Both NP Doubling ("x2") tokens should be double-sided: one with a Bypass ("B") token as in the first edition and the other with an ordinary station marker.
• New charters are available for the UP and NP.

14. Appendices

14.1 Game Phases

Phase	Triggering event	New tiles available	Trains available	Trains rusted	Train limit (1)	Other events	Off-map values used
2	At Start	Yellow	15 (2)	-	4/2	-	Left
3	First 3-train	Green	7	-	4/2	Companies may buy trains from other Companies. Companies may lay track in other Companies' Land Grant hexes without permission.	Left
4	First 4-train	-	5	2

(1) Only Public Companies have a variable Train Limit. Other Companies always have a Train Limit of 2. (2) Includes two 2-trains owned by the UP. (3) Streamliners (4D-trains) become available as soon as any Company buys the first 6-train.

14.2 The Trains

Train	Quantity	Cost	Available	Train limit (1)	Rusted by	Rusts
2	15 (2)	$100	At Start	4/2	4	-
3	7	$200	After last 2-train bought or discarded (start of OR-2)	4/2	6	-
4	5	$300	After last 3-train bought	3/2	4D	2
5	3

(1) Only Public Companies have a variable Train Limit. Other Companies always have a Train Limit of 2. (2) Includes two 2-trains owned by the UP.

14.3 The Granger Roads

Granger Road	Nickname	Abbr.	Starting city
Chicago, Burlington & Quincy	Burlington Route	CBQ	Chicago (F27-S)
Chicago, Milwaukee, St. Paul & Pacific	Milwaukee Road	CMStPP	Milwaukee (E26)
Chicago Northwestern	Northwestern	CNW	Chicago (F27-N)
Chicago, Rock Island & Pacific	Rock Island Line	CRIP	Cedar Rapids (F25)
Missouri-Kansas-Texas	Katy	MKT	Houston (M22)
Missouri Pacific	-	MP	St. Louis (H25-N)

14.4 The Land Grant and Public Companies

Railroad	Abbr.	Starting city	Land grant	Destination
Atchison, Topeka & Santa Fe	ATSF	Topeka (G22-S)	H5-H11, H13-21, I6-I20	Los Angeles (I4)
Denver & Rio Grande	DRG	Denver (G14)	-	-
Great Northern	GN	Portland (B3) and St. Paul (D23-S)	-	-
Kansas Pacific	KP	Kansas City (G22-N)	G16-G20, H15-H19	Denver (G14)
Northern Pacific	NP	Seattle (A4) and Minneapolis (D23-N) (1)

(1) The Northern Pacific exchanges both of its home station tokens for Doubling ("x2") station tokens when it converts to a Public Company.

14.5 The Cities

Hex	Name	East/West	Company base station	Land grant destination	Yellow tile	Green tile	Brown tile	Grey tile
A4	Seattle	West	NP	-	Off-Map Area	-	-	-
B3	Portland	West	GN	NP	Printed	15	-	-
D23	Minneapolis / St. Paul	-	NP (N), GN (S)