The UP-NS merger application is drawing renewed objections from Canadian National and CPKC. They say the updated merger filing still does not meet Surface Transportation Board requirements. They also say it should be rejected. This is reported by the railway transport news portal Railway Supply.
CSX has taken a similar position. It says the revised merger filing remains incomplete. At the same time, CSX says acceptance should not let UP and NS add more evidence or analysis. UP and NS would have to defend the merger only on the material already submitted. If they are not prepared to do that, CSX says the two railroads should withdraw the filing “and file again with evidence and analysis that meaningfully addresses the Board’s requirements.”
The STB rejected the first version of the application in January. It said the filing was incomplete. The board said a revised filing should include: a detailed post-merger market share analysis; the full merger agreement; treatment of the disposition of the Terminal Railroad Association of St. Louis as a significant transaction.
CN Chief Legal Officer Olivier Chouc said the updated application failed to follow most of the STB’s earlier instructions.
“In January, the Board gave Applicants a clear roadmap: fix three specific deficiencies and take the opportunity to improve your application. Instead of doing the work, Applicants addressed only one of three — and ignored the Board’s invitation to meaningfully improve their application altogether,” CN Chief Legal Officer Olivier Chouc said in a statement today (May 11). “Rather than provide the required competition analyses, they recycled the same flawed approach the Board already rejected.”
According to CN’s filing, the application still lacks the complete competition analyses required under STB rules. In addition, CN points to: missing or inconsistent market share information; nsufficient identification of shipper locations that would move from two Class I railroad options to one, or from three Class I options to two; a lack of analysis on downstream competitive effects from future potential rail consolidation; the absence of a significant transaction application related to control of the TRRA.
The TRRA is owned by five Class I railroads.
CN also challenged the UP-NS Committed Gateway Pricing program, describing it as “the sole alleged enhancement to competition.” CN says the program would cover less than 1% of all U.S. rail traffic. It would not apply to finished vehicles, intermodal shipments, unit trains, or customers now served by CN, CPKC, and most short lines.
“This is not a serious effort to comply with the Board’s requirements — it is a disregard for the process and for the stakeholders who depend on it,” Chouc said.
CPKC says market share data remains insufficient
CPKC CEO Keith Creel said the revised application does not meet the STB requirement. It calls for a detailed review of projected post-merger market share across key commodities and corridors.
“This has left us asking, did UP overlook this specific instruction from the STB? If not, does UP have something to hide? One thing is certain: This is emblematic of UP continuing to have its own interpretation of rules and STB orders, and of how those apply to UP,” Creel said.
CPKC’s filing also argues that the application is incomplete. It says the filing does not address control of the Kansas City Terminal Railway. That railway is owned by UP, NS, CPKC, and BNSF. BNSF raised the KCT control issue in its own filing on Friday, May 8, 2026.
CSX cites TRRA control and executive documents
CSX says the revised filing should be treated as incomplete for two reasons. It does not include an application for control of the TRRA. It also does not include requested executive-level documents discussing the merger. BNSF had earlier asked the board to enforce its request for those documents.
Referring to BNSF’s filing, CSX says “it is not credible that in evaluating their $85 billion ‘transformative’ merger that UP and NS management engaged in only a few dozen communications and analyses and that many senior executives engaged in none.” CSX argues that without those communications, the application should not be accepted as complete.
CSX also says UP and NS failed to address several issues. These include rail-to-rail competition and potential downstream effects. “The paucity of information UP/NS have provided on issues so fundamental to the Board’s public interest determination,” the railroad argues, “suggests they may intend to sand-bag other participants by offering new analyses or evidence they have held in reserve as part of their reply.” CSX says UP and NS should either submit a fuller filing or “be prepared to stand or fall on the application, and its body of analysis and evidence, as they chose to file it.”
STB decision will address completeness, not merits
Union Pacific and Norfolk Southern must respond by Tuesday to criticism of the filing. The STB is expected to decide by the end of the month. It will decide whether the application is complete and can be accepted. That decision will address only the completeness of the filing, not the merits of the proposed merger.
On Friday, UP and NS responded to comments from BNSF and others that urged the STB to reject the application.
“The Union Pacific and Norfolk Southern combination enhances competition, creates union jobs, improves safety, and unlocks meaningful value for customers. By creating a faster and more reliable and accessible transcontinental network, the combined railroad will strengthen the U.S. supply chain and deliver tangible benefits to American consumers, including an estimated $3.5 billion in annual shipper savings. We look forward to advancing through the STB review process and realizing these benefits for customers, communities, and employees nationwide,” the railroads said.
Still, Creel said the merger is unnecessary and would create risks for shippers and the broader economy.
“Having taken nearly four months to refile their application, longer than it took for them to prepare the initial filing, UP and NS’ new application doesn’t change the underlying reality that this mega-merger is unnecessary and falls well short of meeting the high benchmark set out in the STB’s updated 2001 major merger rules. A combined UP-NS could place nearly 50% of U.S. freight rail traffic in the hands of a single company that already has a troubled history, some very recent, of abusing market power to the detriment of American businesses and workers. None of this serves the public interest. None of this serves the interests of shippers. All of it puts our supply chains and economy at needless risk,” Creel said.
CN and CPKC both said regulators will carry out a detailed review if the STB accepts the application. The review would cover the $85 billion transaction. That deal would form the first coast-to-coast railroad in the United States. Creel also called on shippers to speak up about the proposed merger.
