Union Pacific and Norfolk Southern have strongly defended their revised merger application, submitting a detailed response to the Surface Transportation Board in which they describe the filing as “comprehensive and complete” while rejecting calls from competitors to dismiss it again.
The submission, filed on Tuesday, is a direct response to earlier concerns that led regulators to deem the original application incomplete. The board had flagged three main issues: missing market-share data, uncertainties around the Terminal Railroad Association of St. Louis (TRRA), and incomplete merger documentation, including key contractual terms.
According to the railroads, all of these gaps have now been addressed. They argue that the updated market-share analysis incorporates “the best information available regarding merger-related changes in traffic,” developed with input from external experts. More than 13 of the filing’s 46 pages are dedicated to explaining how this data was compiled and structured.
The companies also pushed back on criticism from rival operators, including Canadian Pacific Kansas City (CPKC), which questioned how the data was presented. UP and NS maintained that the level of detail and aggregation remained consistent with the original submission and noted that no objections were raised at that stage. “No party objected to that presentation format during the first round of comments,” the filing stated, adding that the board itself had not previously identified structural issues with the analysis.
A significant portion of the response also addresses concerns raised by BNSF, CSX, and CN regarding potential control of key shared rail assets, including the Kansas City Terminal Railway and railcar pooling operator TTX. The companies argued these points relate to competitive impacts rather than filing completeness and should instead be considered during the merits phase of the review.
On the TRRA issue, UP and NS said they have now “unambiguously and unconditionally” confirmed they will not seek control of the St. Louis-area switching line. They also clarified that divestiture of Norfolk Southern’s stake would be made a condition of merger approval by the board, ensuring the companies would not exercise control, even temporarily.
The revised application also includes the previously missing sections of the merger agreement. Regulators had initially rejected the filing in part because it omitted terms allowing Union Pacific to exit the transaction. That section was included in the updated submission filed on April 30.
Beyond technical compliance issues, the railroads also responded to broader objections from industry stakeholders, including the National Grain and Feed Association, as well as concerns raised by New York and New Jersey transportation authorities regarding passenger rail interactions. UP and NS argued that those concerns fall outside the scope of the completeness review, noting that the lines in question are owned or dispatched by third parties such as CSX, Conrail, and NJ Transit.
The Surface Transportation Board now has until May 30 to decide whether to accept the revised application or reject it once again. Historically, no rail merger filing has ever been rejected twice, adding further significance to the upcoming decision.
As the regulatory clock ticks down, UP and NS are positioning their revised submission as fully compliant and ready for full review, while rivals continue to press for deeper scrutiny before the process advances to the next stage.
