STB Rejects Union Pacific Bid to Buy Norfolk Southern for Now

Norfolk Southern and Union Pacific freight locomotives in Burnside, Ky. (Luke Sharrett/Bloomberg)

Union Pacific Corp.’s bid to buy Norfolk Southern Corp. suffered a setback Jan. 16 when the Surface Transportation Board said it was insufficient.

In a document posted to the STB’s website Jan. 16, the agency said Union Pacific’s application to acquire Norfolk Southern was rejected, but it could be revised and refiled. The STB said UP should notify it by Feb. 17 if it plans to refile.

The application does not contain market share projections that are consistent with claims elsewhere in the application that the combined railroad would experience growth by diverting traffic from trucks and other rail carriers, the STB said.

The application also is incomplete because it does not contain the entire merger agreement between the two railroads, the STB said.

The STB document also said UP’s application contained two related applications to acquire control of the Peoria and Pekin Union Railway Co. and the Terminal Railroad Association of St. Louis. Union Pacific’s application described those requests as minor or incidental, but the STB decided they were significant transactions.

STB merger

“The board’s decision to reject the application should not be read as an indication of how the board might ultimately assess any revised application or future informational needs, should applicants decide to submit a revised application,” the document said.

BNSF Railway and CSX Transportation, which compete with Union Pacific and Norfolk Southern, had objected to the omission of the complete merger agreements in the application UP and NS filed on Dec. 19. UP and NS competitors have said the merger would create near-monopoly conditions.

CSX Transportation and three other railroads filed requests this week that the Surface Transportation Board reject Union Pacific Corp.’s application for approval to acquire Norfolk Southern Corp. and return it for more information.

In a news release following the filing of its decision, the STB said the application projected that the merger will result in traffic growth, including diversions, and state that the full impacts of the transaction will not be realized until three years post-consummation. The STB decided the application does not contain future market share projections showing the combined effects of merger-related growth, diversions, and merger-influenced and other changes to market conditions that UP and NS anticipate.

Neither Union Pacific nor Norfolk Southern have issued statements regarding the STB action as of Jan. 19, although UP told the Wall Street Journal it plans to refile its application. Likewise, CSX and BNSF have yet to offer any public comment on the STB decision.

Some groups that have an interest in the proposed merger have commented, however. One is the American Chemistry Council, which had already issued a statement opposing UP’s acquisition of NS.

“This proposal is the largest, most expensive and consequential merger ever brought before the board — one that would place nearly half of all U.S. rail traffic under the control of a single carrier in an industry already dominated by a few powerful players," the council said in a statement issued Jan. 16 after the STB decision. "Given the unprecedented size and potential impacts, it is essential for the board and all stakeholders to have the information needed to fully assess the proposal. There is too much at stake to get it wrong."

In late July 2025, Union Pacific and Norfolk Southern announced their plan to form what they describe as the first transcontinental railroad in the United State. Union Pacific would acquire Norfolk Southern in a deal now valued at around $71.5 billion.