Surface Transportation

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Revised UP-NS merger application to address deficiencies, critic concerns

By Ari Ashe

New data substantiates the updated Union Pacific( UP) and Norfolk Southern( NS) railways merger application filed on April 30, with revised forecasts on truck to rail conversions, clearer explanations of key proposals, and specific changes aimed at addressing critics of the deal.

UP and NS executives speaking at the North East Association of Rail Shippers( NEARS) Conference, said they received traffic data from competitors BNSF Railway, Canadian National, Canadian Pacific Kansas City and CSX Transportation through a reciprocal discovery process. The data was not included in the original merger application that the US Surface Transportation Board( STB) deemed“ incomplete” in mid-January.

“ We’ ve now gone back, we’ ve redone that work with 100 % of the carload [ volume ] files from all the railroads,” Todd Rynaski, UP’ s senior vice president of strategy, said at the NEARS event, adding that the work had led to a very similar conclusion, albeit with a“ little bit of shift between intermodal and carload” forecasts.

In the original application, UP and NS forecast 2 million overall conversions to rail, including 1.17 million truckload conversions to intermodal.

Three pain points

Three salient issues received some measure of response or deeper explanation from UP and NS.

According to Mike McClellan, chief strategy officer for NS, the“ Committed Gateway Pricing” program was,“ probably the most misunderstood part of the [ original ] application.” The updated filing explains that the program would give CSX Transportation and BNSF preset rates for traffic moving over a combined UP-NS network, allowing those railroads to quote a single end-to-end price more quickly to shippers. It would apply only to manifest carload freight, not intermodal. The railroads say the aim is to generate instant rate quotes and make rail more competitive with trucking.

UP and NS also said the revised application will clarify their plans for the Terminal Railroad Association( TRRA) of St. Louis, the switching railroad jointly owned by five of the six North American Class I railroads, in which, under the proposed transaction, UP would inherit NS’ s stake and gain a majority of seats on the TRRA board of directors, potentially gaining control over access and pricing.

The STB agreed that the issue raised significant enough competitive concerns to classify the TRRA stake proposal as a“ major transaction” and that the original application understated the competitive risks in St. Louis.

“ We’ ve now gone back; we’ ve redone that work.”

Finally, the dispute over the Meridian Speedway— a 300-mile stretch of track between Shreveport, Louisiana, and Meridian, Mississippi, that is critical for UP and NS to connect Southern California to the US Southeast— must be resolved.

Canadian Pacific Kansas City( CPKC) owns a majority stake in the Speedway, and it has enforced an 8,500-foot train length limit based on siding capacity, rejecting efforts by UP and NS to run 11,000-foot trains, which the original application nevertheless envisioned.

“ Over time, I’ m sure, we’ ll have a very constructive conversation with [ CPKC ] to put money in the ground to make these issues go away,” McClellan said, despite describing the relationship between NS and CPKC as“ wobbly.”

email: ari. ashe @ spglobal. com

UP and NS included additional data from competing railroads in their revised merger proposal. Hit1912 / Shutterstock. com

50 Journal of Commerce | May 4, 2026 www. joc. com