STB Sets Review Schedule for Union Pacific-Norfolk Southern Merger, Lifts May Hold
Key Takeaways
- •The Surface Transportation Board removed the merger proceeding from abeyance and set a procedural schedule for its review of the Union Pacific-Norfolk Southern deal.
- •The $85 billion transaction will be evaluated under the agency’s stricter 2001 merger standards that require major rail deals to enhance competition.
- •Final briefs are due May 28, 2027, and the final decision is due within 90 days after the close of record if the environmental review is complete.
- •Parties that want to participate in the review as parties of record must submit a notice by Sept. 4.
- •The board denied an expedited request on control of the Terminal Railroad Association of St. Louis and will address summary-denial motions in a later decision.

The Surface Transportation Board has adopted a procedural schedule for its review of the revised Union Pacific-Norfolk Southern merger application, removing a hold it placed on the proceeding in May and setting the $85 billion deal on a review timeline that extends well into the second half of 2027.
The board's decision does not weigh the merits of the application, nor does it address any of the comments filed since Union Pacific (NYSE: UNP) and Norfolk Southern (NYSE: NSC) submitted their 412-page supplemental filing on July 27.
"In this decision, the Board removes the proceedings from abeyance, adopts a procedural schedule, directs Applicants to resubmit certain workpapers with unfiltered data, rules on a pending procedural request, and advises that the Board will address other outstanding motions at a future date," the STB wrote in its decision.
The STB, the federal regulator that oversees freight railroads, said the information it now has on hand is sufficient to begin reviewing what would be the first railroad merger judged under the tougher review rules the agency adopted in 2001, which require major transactions to enhance competition. The board added that it continues to solicit public comments on the merger application.
Under the schedule outlined in the decision, final briefs on the merger are due May 28, 2027. The date for the close of record remains to be determined, and a final decision on the merger is due within 90 days after the close of record — provided that a final environmental review is completed by then.
Those wishing to participate in the merger review as parties of record must file their indication to do so by Sept. 4.
As part of the decision, the board turned down a request for an expedited proceeding regarding control of the Terminal Railroad Association of St. Louis, saying control of the TRRA "is best evaluated within the context of the larger [t]ransaction and granting the request would be premature."
The board also said it will address motions for summary denial of the application — filed on Aug. 6 by BNSF (NYSE: BRK-B), CSX (NASDAQ: CSX) and a consortium of shipper groups — as well as related comments, in a subsequent decision. The filing and review process now moves into a longer phase in which competing railroads, shipper groups and other participants can continue building the record before the board reaches any merits-based ruling.
"BNSF is confident the proposed $85 billion UP-NS merger does not meet the STB's standard of enhancing competition and serving the public interest and believes the growing opposition from key stakeholders continues to speak for itself," BNSF said in a statement. "Now is the time for those stakeholder voices to continue to be heard, which requires filing a notice of intent to participate by September 4, only two weeks away. We appreciate the STB's full and thorough review of the transaction and look forward to continuing to participate in the process."
This article was updated Aug. 19 to add a statement from BNSF.