Union Pacific defends $85bn Norfolk Southern merger as STB ruling nears

Union Pacific filed its formal reply to the Surface Transportation Board on Tuesday, defending its revised application to acquire Norfolk Southern in the largest proposed rail merger in US history and setting up a high-stakes regulatory decision now expected by 30 May.

The $85 billion deal, which would create the first transcontinental railroad in the United States, was rejected by the STB in January 2026 as "incomplete". Union Pacific and Norfolk Southern filed a revised application on 30 April, prompting a fresh round of public comments that closed on 8 May. UP and NS had until close of business on 12 May to respond.

In its reply, Union Pacific argued that the revised submission, which runs to more than 7,000 pages, meets the high evidentiary threshold required by the federal regulator. The application is the first in rail merger history to use complete systemwide traffic data from all six North American Class I carriers rather than industry sample data. UP estimates the combined railroad would deliver $3.5 billion in annual cost savings to shippers.

"This merger enhances competition and delivers real public benefits that make America's supply chain stronger," UP chief executive Jim Vena said in defending the application.

Rival carriers are not convinced. CN filed comments last week arguing that the amended application still fails to meet the STB's requirements and addresses only one of the three deficiencies identified in the January rejection. Amtrak and commuter railroads, meanwhile, are watching closely. Union Pacific has separately warned it could walk away from the deal, triggering a $2.5 billion breakup fee, if the STB attaches widespread line sales or trackage rights as conditions for approval.

The board's ruling on completeness, expected by 30 May, will determine whether a full merits review proceeds.