Market Matters Blog           01/05 09:02

   Four Class 1 Railroads, Ag Group Say UP-NS Merger Application Incomplete

   After the Union Pacific and Norfolk Southern filed a merger application with 
the Surface Transportation Board, comments have been filed stating the 
application is incomplete.

Mary Kennedy
DTN Basis Analyst

   Since the merger application by the Union Pacific (UP) and Norfolk Southern 
(NS) railroads was filed with the Surface Transportation Board (STB) on Dec. 
19, 2025, comments have been filed with the STB stating the application does 
not contain all of the information required by major rail consolidations 49 
C.F.R. part 1180, as required by the STB, and it should be rejected.

   In various filings to the STB on Dec. 29, 2025, Class 1 railroads Canadian 
Pacific Kansas City (CPKC), Canadian National (CN), CSX Transportation (CSXT) 
and Burlington Northern Sante Fe (BNSF) stated, in detail, as to why the merger 
application filed is incomplete and needs to be rejected by the STB. In 
addition, the National Grain and Feed Association (NGFA) also filed detailed 
comments. (Application/Applicants in the statements below refer to the UP and 
NS.)

   A link to of all the comments/filings, in full, is listed below as well as a 
link to 49 C.F.R. part 1180 (Code of Federal Regulations Title 49).

   BNSF said, "BNSF identifies a non-exhaustive list of issues in the 
Application, which bear on the procedural schedule to be entered in this case. 
A longer procedural schedule will be necessary to allow the Board and 
stakeholders to develop a complete evidentiary record and guard against 
sandbagging in a process where UP and NS will likely try to remedially amend 
their merger package and expand their discussion of core issues. As submitted, 
the Application fails to establish that the proposed merger transaction meets 
the public interest standard on the merits and cannot be approved by the Board."

   CPKC said it "Urges the Board to reject as incomplete the Application filed 
in this docket on Dec. 19, 2025. In several key respects, Applicants have not 
submitted the information required by the Board's 2001 Major Merger Rules, 
compelling rejection of the Application under the Board's rules so that 
'computation of the time periods' for this merger review proceeding can 
properly be based on a 'revised application' that complies with the Board's 
requirements."

   CSXT said, "Based on CSXT's review, the Application lacks certain important 
elements required by the Board's statute, consolidation procedures, and rules. 
The Application's deficiencies fall into two categories. The first consists of 
discreet but important omissions, including in the application for control of 
other railroads and the failure to include the complete merger agreement. In 
addition, the Application fails to meaningfully engage with fundamental 
requirements of the new rules adopted by the Board in 2001. These deficiencies, 
namely, the Application's failure to identify and analyze the downstream 
effects of its proposed merger, to fully calculate the merger's net public 
benefits, and to provide evidence supporting its purported measures to enhance 
competition."

   CN said, "Applicants' failure to provide this required information is not a 
simple mistake. Rather, they have concealed the overlapping nature of the UP 
and NS networks in order to incorrectly portray the proposed transaction as 
'end-to-end.' At the same time, Applicants omit the information most essential 
to the Board's evaluation of the proposed transaction and its competitive 
effects, as well as for analyses by interested parties. In addition to failing 
to adequately disclose the competitive harms of the proposed transaction, 
Applicants fail to propose the required competition-enhancing conditions. These 
are not comments on the merits: the regulations require this information."

   They also weighed in on Dec. 29, 2025, saying, "There is no explanation of, 
let alone any description of, 'precise steps,' that set forth specifically how 
the Applicants will utilize other railroads to help them overcome serious 
service disruptions post-merger 'and afterwards.' Such additional details are 
necessary because the 2001 Rules require it, but also because the process of 
how the cooperation of other railroads would be sought and executed is also not 
one-size-fits-all, but will vary according to where such disruptions occur on 
the combined system and what railroads are available to provide alternative 
service. The Application's generic promises that the Applicants will work with 
other railroads should service disruptions occur do not fulfill the 
requirements of the 2001 Rules, and the Applicants should be required to amend 
their Application to provide a more fulsome discussion that meets the 
requirements of the 2001 Rules."

   UP AND NS RESPOND

   On Jan. 2, 2026, the UP and NS filed responses to NGFA, BN, CPKC, CSXT and 
CN.

   "The Application demonstrates that the proposed transaction presents an 
unprecedented opportunity to drive growth, enhance competition, and create a 
more accessible, sustainable, and lower cost supply chain option that will 
benefit American businesses and consumers. The Application contains all the 
information required by the Board's merger rules, 49 C.F.R. part 1180, and 
presents a prima facie case that the proposed transaction is consistent with 
the public interest. The Board therefore should accept the Application," said 
UP and NS.

   "The Board should reject the efforts of a few parties, primarily competitors 
of Applicants who will experience increased competition as a result of the 
merger, to delay and prolong this proceeding by claiming the Application is 
incomplete. The Board should also disregard the improper efforts of these same 
parties to litigate the merits of the Application at this time, directly 
contradicting the Board's explicit instructions to the contrary," added UP and 
NS.

   The UP and NS also commented on the NGFA filing: "NGFA's complaints do not 
demonstrate that the Application lacks the information required to be accepted 
as complete under the Board's rules. Applicants appreciate NGFA's participation 
in this proceeding and its interest in the effects of the transaction on 
agricultural shippers and the broader economy. Applicants look forward to a 
constructive dialogue with NGFA and its members as this proceeding moves 
forward. However, none of the issues raised by NGFA bear on the completeness of 
the Application."

   Now it is up to the STB to go over the nearly 7,000-page application 
submitted by the UP and NS, with a fine-tooth comb to make sure it is complete 
or not under the STB merger rules/regulations/procedures. The STB adopted final 
regulations governing proposals/rules for major rail consolidations on July 11, 
2001.

   Filings by the four Class One railroads and NGFA can be found at this link 
to the STB Filings dated Dec. 29, 2025. In addition, the reply comments to 
those filings by the UP and NS are dated Jan. 2, 2026. 
https://www.stb.gov/proceedings-actions/filings/.

   49 C.F.R. part 1180: RAILROAD ACQUISITION, CONTROL, MERGER, CONSOLIDATION 
PROJECT, TRACKAGE RIGHTS, AND LEASE PROCEDURES: 
https://www.ecfr.gov/current/title-49/subtitle-B/chapter-X/subchapter-B/part-118
0.

   Also see, "UP-Norfolk Southern File With STB" here: 
https://www.dtnpf.com/agriculture/web/ag/news/article/2025/12/19/railroads-tout-
transcontinental-ag.

   Mary Kennedy can be reached at mary.kennedy@dtn.com

   Follow her on social platform X @MaryCKenn




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