Request for Additional Information: Volume 2
*This is a preview version and includes only the first five pages of the document.
REDACTED VERSION – TO BE PLACED ON PUBLIC RECORD
UP-80/NS-78
BEFORE THE
SURFACE TRANSPORTATION BOARD
Finance Docket No. 36873
UNION PACIFIC CORPORATION AND UNION PACIFIC RAILROAD COMPANY
—CONTROL—
NORFOLK SOUTHERN CORPORATION AND NORFOLK SOUTHERN
RAILWAY COMPANY
APPLICANTS’ SECOND RESPONSE TO DECISION NO. 21
RAYMOND A. ATKINS
CARRIE C. MAHAN
MATTHEW J. WARREN
ALLISON C. DAVIS
MARC A. KORMAN
Sidley Austin LLP
1501 K Street, NW
Washington, DC 20005
(202) 736-8000
JASON M. MORRIS
JOSEPH H. CARPENTER IV
THOMAS E. ZOELLER
HANNA M. CHOUEST
T. MATTHEW LOCKHART
Norfolk Southern Railway Company
650 W. Peachtree Street NW
Atlanta, GA 30308
Attorneys for Norfolk Southern Corporation and Norfolk Southern Railway Company
July 27, 2026
MICHAEL L. ROSENTHAL
DEREK LUDWIN
JAMES J. O’CONNELL
MATTHEW J. GLOVER
PEGAH NABILI
Covington & Burling LLP
One CityCenter
850 Tenth Street, NW
Washington, DC 20001
(202) 662-6000
CHRISTINA B. CONLIN
JAMES B. BOLES
TONYA W. CONLEY
TANYA L. SPRATT
Union Pacific Railroad Company
1400 Douglas Street
Omaha, NE 68179
Attorneys for Union Pacific Corporation and Union Pacific Railroad Company
APPLICANTS’ SECOND RESPONSE TO DECISION NO. 21
MASTER TABLE OF CONTENTS
SPECIFIC RESPONSES TO DECISION NO. 21
I. Introduction
5
II. Enhanced Competition
13
A. Introduction — Expanded Committed Gateway
Pricing and a Targeted Access Program
Pricing and a Targeted Access Program
13
B. Specific Responses
28
EC-1
28
EC-2
37
EC-3
42
EC-4
43
EC-5
46
EC-6
51
III. Access: 2-to-1 and 3-to-2 Shipper Facilities, Short Lines, and Ports
53
A. Introduction
53
B. Specific Responses
58
A-1
58
A-2
63
A-3
65
A-4
66
IV. Public Benefits
66
A. Introduction
66
B. Specific Responses
68
PB-1
68
PB-2
71
PB-3
81
PB-4
84
PB-5
86
PB-6
103
PB-7
106
PB-8
114
V. Service Assurance
119
A. Introduction
119
B. Specific Responses
120
SA-1
120
SA-2
125
SA-3
126
VI. Market Shares
129
A. Introduction
129
B. Specific Responses
130
MS-1
130
MS-2
139
VII. Downstream Impacts
141
A. Introduction
141
B. Specific Responses
143
DS-1
143
DS-2
147
DS-3
155
VIII. Passenger Rail
159
A. Introduction
159
B. Specific Responses
160
PR-1
160
PR-2
161
PR-3
164
IX. Prima Facie Case
182
X. Conclusion
186
Appendix A: Targeted Access Program
189
Appendix B: Alternative Dispute Resolution Program for Common Carrier Rates
196
Attachment 1: CN Settlement Memorandum of Understanding
202
SUPPLEMENTAL VERIFIED STATEMENTS
Supplemental Verified Statement of Dr. Elizabeth M. Bailey
219
Supplemental Verified Statement of Dr. Mark A. Israel
248
Supplemental Verified Statement of David T. Hunt
323
Verified Statement of Dr. Kristof Zetenyi
368
In this document, Highly Confidential material is enclosed in double braces. Highly Confidential material is redacted from the public version of the document filed at the Board.
I. Introduction
Applicants are making this second and final submission in response to the
Board’s Decision No. 21, which accepted their Amended Application as complete and requested supplemental information regarding enhanced competition, shipper access, public benefits, service assurance, terminal railroads and car supply, market share projections, downstream mergers, passenger rail impacts, and other issues relevant to its public-interest determination. See Decision No. 21 (STB served May 28, 2026). Applicants responded to the Board’s requests regarding terminal railroads and car supply on July 7, 2026. This submission addresses the remaining requests, supported by Supplemental Verified Statements from Dr. Mark Israel, Dr. Elizabeth Bailey, and Mr. David Hunt, and a Verified Statement from Dr. Kristof Zetenyi of Analysis Group.
Applicants’ submissions respond fully to the requests posed by the Board. Morebroadly, Applicants are committed to the transparency and good faith that aproceeding of this importance demands, and to demonstrating, on the facts, that the UP/NS merger “is consistent with the public interest.” 49 U.S.C. § 11324(c).
In addition, since filing the first response to Decision No. 21, UP has enteredinto a settlement agreement with CN, contingent on Board approval and completionof the merger, that bears directly on three issues raised by Decision No. 21. The CN settlement agreement provides:
Board’s Decision No. 21, which accepted their Amended Application as complete and requested supplemental information regarding enhanced competition, shipper access, public benefits, service assurance, terminal railroads and car supply, market share projections, downstream mergers, passenger rail impacts, and other issues relevant to its public-interest determination. See Decision No. 21 (STB served May 28, 2026). Applicants responded to the Board’s requests regarding terminal railroads and car supply on July 7, 2026. This submission addresses the remaining requests, supported by Supplemental Verified Statements from Dr. Mark Israel, Dr. Elizabeth Bailey, and Mr. David Hunt, and a Verified Statement from Dr. Kristof Zetenyi of Analysis Group.
Applicants’ submissions respond fully to the requests posed by the Board. Morebroadly, Applicants are committed to the transparency and good faith that aproceeding of this importance demands, and to demonstrating, on the facts, that the UP/NS merger “is consistent with the public interest.” 49 U.S.C. § 11324(c).
In addition, since filing the first response to Decision No. 21, UP has enteredinto a settlement agreement with CN, contingent on Board approval and completionof the merger, that bears directly on three issues raised by Decision No. 21. The CN settlement agreement provides:
- CN will acquire NS’s ownership interest in the Terminal Railroad Association of St. Louis.
- CN will acquire NS’s ownership interest in the Kansas City TerminalRailway Company(“KCT”).
- UP will select CN to provide access to 2-to-1 and 3-to-2 shipper facilitieswhere the Board requires Applicants to grant an additional Class Irailroad access to a 2-to-1 or 3-to-2 facility, the Board finds CN is asuitable candidate to provide that access, and it is operationally and commercially feasible for CN to provide such access.