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/….

49 C.F.R. part 1180: RAILROAD ACQUISITION, CONTROL, MERGER, CONSOLIDATION PROJECT, TRACKAGE RIGHTS, AND LEASE PROCEDURES: https://www.ecfr.gov/….

Also see, "UP-Norfolk Southern File With STB" here: https://www.dtnpf.com/….

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

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