The U.S. Surface Transportation Board (STB) announced a unanimous decision finding that the application for the proposed $85 billion major merger filed by Union Pacific (UP) and Norfolk Southern (NS) on December 19, 2025, is incomplete because it lacks all required information. The STB said it took the action without prejudice to the applicants’ refiling a revised application.
Merger applicants are required to submit “full system” impact analyses that include actual and projected market shares of certain revenues and traffic volumes demonstrating, among other things, the impacts of the transaction on competition. In the application, the STB said the applicant projects that the merger will result in traffic growth, including diversions, and stated that “the full impact of the transaction will not be realized until three years post-consummation.”
The railroads used the sum of the actual 2023 UP and NS estimated market shares for the analyses. The STB said the market impact analyses must necessarily project market shares beyond the transaction’s consummation date.
The STB said the railroads submitted their “Agreement and Plan of Merger” document, but they did not include certain schedules and documents that are expressly made part of the merger agreement and that define applicants’ obligations under it. They also did not attempt to justify why they withheld these materials from STB.
The STB also said it considers the acquisition of control of the Terminal Railroad Association of St. Louis as significant, not a minor transaction as submitted.
Union Pacific said it would provide the STB with the additional information it needs.
Source: www.coalage.com
