Application Volume 1:
Supporting Information and Summary of Benefits
*This is a preview version and includes only the first five pages of the document.
By E-Filing
April 30, 2026
Chief of Case Administration
Office of Chief Counsel
Surface Transportation Board
395 E Street, SW Washington, DC 20423-0001
Office of Chief Counsel
Surface Transportation Board
395 E Street, SW Washington, DC 20423-0001
Re: Docket No. FD 36873, Union Pacific Corp., et al. - Control - Norfolk Southern Corp., et al.
Dear Chief of Case Administration:
Enclosed for e-filing by Union Pacific Corporation, Union Pacific Railroad Company, Norfolk Southern Corporation, and Norfolk Southern Railway Company (collectively, “Applicants”), in the referenced proceeding is an amended application seeking authority, under 49 U.S.C. §§ 11323–11325, for the acquisition of control by Union Pacific Corporation of Norfolk Southern Corporation and, through it, Norfolk Southern Railway Company (the “Amended Application”). Applicants are also submitting to the Board 20 unbound paper copies of the map (Exhibit 1), as required by 49 C.F.R. § 1180.6(a)(6).
Applicants are filing the Amended Application in accordance with the Board’s Decision No. 9, served January 16, 2026. The Amended Application provides additional information requested by the Board in Decision No. 9.
Enclosed for e-filing by Union Pacific Corporation, Union Pacific Railroad Company, Norfolk Southern Corporation, and Norfolk Southern Railway Company (collectively, “Applicants”), in the referenced proceeding is an amended application seeking authority, under 49 U.S.C. §§ 11323–11325, for the acquisition of control by Union Pacific Corporation of Norfolk Southern Corporation and, through it, Norfolk Southern Railway Company (the “Amended Application”). Applicants are also submitting to the Board 20 unbound paper copies of the map (Exhibit 1), as required by 49 C.F.R. § 1180.6(a)(6).
Applicants are filing the Amended Application in accordance with the Board’s Decision No. 9, served January 16, 2026. The Amended Application provides additional information requested by the Board in Decision No. 9.
- First, the Amended Application provides post-merger market share projections that incorporate traffic that Applicants anticipate attracting from trucks and other railroads.
- Second, the Amended Application contains all disclosure schedules incorporated in the merger agreement between Union Pacific and Norfolk Southern.
- Third, the Amended Application addresses the Board’s decision that Applicants could not temporarily control the Terminal Railroad Association of St. Louis (“TRRA”) without filing a “significant” control application. As reflected in the Amended Application, Applicants are definitively committing not to acquire control of TRRA and offering to condition consummation of the proposed transaction on divesting or otherwise relinquishing sufficient ownership and governance interests in TRRA such that the combined company will not acquire control of TRRA, even temporarily.
- Fourth, the Amended Application addresses the issues noted by the Board in the Technical Appendix to Decision No. 9.
The Amended Application also includes additional information and analyses in response to comments received on the original application. Most significantly, Applicants enhanced their market and operating impact analyses by replacing data from the Board’s Carload Waybill Sample with actual data from 100% traffic files that other railroads produced too late to be incorporated in the original application. This makes the Amended Application unique in its robustness and precision. For the first time in any merger application, Applicants are using a consistent set of traffic data that includes the full traffic files from all Class I carriers.
The superior data and supplemental analyses confirm that the public benefits of the proposed transaction far outweigh any potential for harm. On public benefits, the Amended Application shows the proposed transaction presents even more opportunities to attract traffic than initially anticipated. Applicants continue to project that customers will divert substantial volumes of traffic to benefit from the combined company’s faster, more reliable, more efficient single-line service, including more than 2.1 million truckloads of long-haul traffic. And Applicants show there will be sufficient container capacity to accommodate the projected growth in intermodal traffic. Applicants project that approximately 1,230 well-paying jobs will be created through this merger-related growth. In addition, because shipping by rail is cheaper than shipping by truck, merger-related diversions from trucks to rail will save customers approximately $3.5 billion annually. These savings will flow through to consumer prices, making goods more affordable to the American public.
On competition, the Amended Application shows no material lessening of competition from the proposed transaction. Using the 100% traffic files, the Amended Application demonstrates the following:
The superior data and supplemental analyses confirm that the public benefits of the proposed transaction far outweigh any potential for harm. On public benefits, the Amended Application shows the proposed transaction presents even more opportunities to attract traffic than initially anticipated. Applicants continue to project that customers will divert substantial volumes of traffic to benefit from the combined company’s faster, more reliable, more efficient single-line service, including more than 2.1 million truckloads of long-haul traffic. And Applicants show there will be sufficient container capacity to accommodate the projected growth in intermodal traffic. Applicants project that approximately 1,230 well-paying jobs will be created through this merger-related growth. In addition, because shipping by rail is cheaper than shipping by truck, merger-related diversions from trucks to rail will save customers approximately $3.5 billion annually. These savings will flow through to consumer prices, making goods more affordable to the American public.
On competition, the Amended Application shows no material lessening of competition from the proposed transaction. Using the 100% traffic files, the Amended Application demonstrates the following:
- The proposed transaction will not reduce the number of Class I railroads from 2 to 1 or from 3 to 2 in any Business Economic Area in the United States.
- The proposed transaction will preserve access to two Class I railroads at all 2-to-1 shipper facilities, and no more than four facilities are at locations where UP and NS are two of only three options.
- The proposed transaction will not reduce the number of Class I railroads in any corridor from 2 to 1, and only a small number of carloads move in corridors where UP and NS are two of only three options.
In addition, a new “independent routing” analysis by Dr. Mark Israel demonstrates that the proposed transaction raises no meaningful concerns about loss of independent routes. And a new “critical loss” analysis by Dr. Elizabeth Bailey demonstrates that the proposed transaction raises no meaningful concerns about loss of geographic competition. Both analyses use methods applied in prior merger proceedings.
The Amended Application is being submitted in four volumes. There are two versions of Volume 2 (UP-40/NS-38), two versions of Volume 4 (UP-42/NS-40), and two versions of the Electronic Appendix to the Application: the first version is a public copy from which sensitive financial, commercial, and operating information has been redacted, which is to be filed on the public record and served on all parties of record; the second version, marked “HIGHLY CONFIDENTIAL,” is an unredacted version to be filed under seal subject to the Protective Order entered in this proceeding on August 5, 2025 (the “Protective Order”), which will be provided on request to anyone who has executed the appropriate undertaking to the Protective Order. Volumes 1 (UP-39/NS-37) and 3 (UP-41/NS-39) do not contain confidential material. They are to be filed on the public record and will be served on all parties of record.
Applicants are also delivering to the Board, via Covington’s Kiteworks FTP site, public and “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL” workpapers, along with an index file of workpapers identifying their confidentiality designations. Applicants will also deliver a separate set of workpapers consisting of public workpapers only. The public workpapers will be made available upon request, and the “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL” workpapers, which are subject to the Protective Order, will be made available upon request to those who have executed the appropriate undertaking to the Protective Order.
Individuals who have executed the appropriate undertaking to the Protective Order may obtain copies of the “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL” materials referenced above by contacting Caroline Harrison at charrison@cov.com and Charlotte Krovoza at ckrovoza@cov.com.
A filing fee of $2,253,600 was paid via wire transfer on November 20, 2025, and in accordance with the Board’s Decision No. 9, any additional filing fees for the amended primary, major merger application and the amended minor PPU control application are waived. Because Applicants are not submitting a TRRA control application, no additional fee for a “significant” transaction application is being provided.
Please contact me with any questions.
The Amended Application is being submitted in four volumes. There are two versions of Volume 2 (UP-40/NS-38), two versions of Volume 4 (UP-42/NS-40), and two versions of the Electronic Appendix to the Application: the first version is a public copy from which sensitive financial, commercial, and operating information has been redacted, which is to be filed on the public record and served on all parties of record; the second version, marked “HIGHLY CONFIDENTIAL,” is an unredacted version to be filed under seal subject to the Protective Order entered in this proceeding on August 5, 2025 (the “Protective Order”), which will be provided on request to anyone who has executed the appropriate undertaking to the Protective Order. Volumes 1 (UP-39/NS-37) and 3 (UP-41/NS-39) do not contain confidential material. They are to be filed on the public record and will be served on all parties of record.
Applicants are also delivering to the Board, via Covington’s Kiteworks FTP site, public and “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL” workpapers, along with an index file of workpapers identifying their confidentiality designations. Applicants will also deliver a separate set of workpapers consisting of public workpapers only. The public workpapers will be made available upon request, and the “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL” workpapers, which are subject to the Protective Order, will be made available upon request to those who have executed the appropriate undertaking to the Protective Order.
Individuals who have executed the appropriate undertaking to the Protective Order may obtain copies of the “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL” materials referenced above by contacting Caroline Harrison at charrison@cov.com and Charlotte Krovoza at ckrovoza@cov.com.
A filing fee of $2,253,600 was paid via wire transfer on November 20, 2025, and in accordance with the Board’s Decision No. 9, any additional filing fees for the amended primary, major merger application and the amended minor PPU control application are waived. Because Applicants are not submitting a TRRA control application, no additional fee for a “significant” transaction application is being provided.
Please contact me with any questions.
Sincerely,
/s/ Michael L. Rosenthal
Michael L. Rosenthal
Attorney for Union Pacific Corporation and Union Pacific Railroad Company
/s/ Michael L. Rosenthal
Michael L. Rosenthal
Attorney for Union Pacific Corporation and Union Pacific Railroad Company
BEFORE THE
SURFACE TRANSPORTATION BOARD
DOCKET NO. FD 36873
UNION PACIFIC CORPORATION AND UNION PACIFIC RAILROAD COMPANY
—CONTROL—
NORFOLK SOUTHERN CORPORATION AND NORFOLK SOUTHERN
RAILWAY COMPANY
AMENDED RAILROAD CONTROL APPLICATION
VOLUME 1 OF 4
SUPPORTING INFORMATION; SUMMARY OF BENEFITS;
EXHIBITS 1, 8, 10–12 AND 16–19; STATEMENTS OF APPLICANTS’
PRINCIPAL OFFICERS AND OTHER SUPPORTING STATEMENTS
VOLUME 1 OF 4
SUPPORTING INFORMATION; SUMMARY OF BENEFITS;
EXHIBITS 1, 8, 10–12 AND 16–19; STATEMENTS OF APPLICANTS’
PRINCIPAL OFFICERS AND OTHER SUPPORTING STATEMENTS
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
April 30, 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
MASTER TABLE OF CONTENTS
VOLUME 1
SUPPORTING INFORMATION; SUMMARY OF BENEFITS;
EXHIBITS 1, 8, 10–12 AND 16–21; STATEMENTS OF APPLICANTS’
PRINCIPAL OFFICERS; AND OTHER SUPPORTING STATEMENTS
SUPPORTING INFORMATION
Introduction [Section 1180.6]
1-12
Summary of Public Interest Considerations [Section 1180.6]
1-16
Summary of Transaction [Section 1180.6(a)(1)(i)]
1-29
Proposed Time Schedule [Section 1180.6(a)(1)(ii)]
1-34
Purpose [Section 1180.6(a)(1)(iii)]
1-34
Nature and Amount of Any New Securities or
Other Financial Arrangements [Section 1180.6(a)(1)(iv)]
Other Financial Arrangements [Section 1180.6(a)(1)(iv)]
1-36
Public Interest Justifications [Section 1180.6(a)(2)]
1-37
Effects on Competition [Section 1180.6(a)(2)(i)]
1-50
Financial Considerations; Traffic, Revenues and Earnings
Increases; Operating Economies [Section 1180.6(a)(2)(ii)]
Increases; Operating Economies [Section 1180.6(a)(2)(ii)]
1-57
Effect on Fixed Charges [Section 1180.6(a)(2)(iii)]
1-59
Effect on Adequacy of Transportation [Section 1180.6(a)(2)(iv)]
1-60
Effect on Employees [Section 1180.6(a)(2)(v)]
1-63
Effect of Inclusion of Other Railroads [Section 1180.6(a)(2)(vi)]
1-65
Other Supporting Statements [Section 1180.6(a)(3)]
1-66
Opinions of Counsel [Section 1180.6(a)(4)]
1-67
Lists of States [Section 1180.6(a)(5)]
1-67
Map [Section 1180.6(a)(6)]
1-68
Nature and Terms of Proposed Transaction [Section 1180.6(a)(7)(i)]
1-69
Agreements [Section 1180.6(a)(7)(ii)]
1-69
Description of Resulting Company [Section 1180.6(a)(7)(iii)]
1-69
Court Order [Section 1180.6(a)(7)(iv)] [not applicable]
1-70
Property Included in Proposed Transaction [Section 1180.6(a)(7)(v)]
1-70
Description of Principal Routes [Section 1180.6(a)(7)(vi)]
1-70
Governmental Assistance [Section 1180.6(a)(7)(vii)]
1-72
Environmental Data [Section 1180.6(a)(8)]
1-72
Form 10-Ks [Section 1180.6(b)(1)]
1-73
Form S-4s [Section 1180.6(b)(2)]
1-73
Change in Control [Section 1180.6(b)(3)]
1-74
Annual Reports [Section 1180.6(b)(4)]
1-74
Relevant Issues [Section 1180.6(b)(5)]
1-75
Corporate Charts [Section 1180.6(b)(6)]
1-76
Statement of Common Officers and Directors
1-76
Carrier Status List
1-77
Information on Non-Carrier Applicants [Section 1180.6(a)(7)]
1-89
Statement of Direct and Indirect Intercorporate
Financial Relationships [Section 1180.6(b)(8)]
Financial Relationships [Section 1180.6(b)(8)]
1-90
Employee Impact Exhibit [Section 1180.6(b)(9)]
1-90
Conditions to Mitigate and Offset Merger-Related Harms [Section 1180.6(b)(10)]
1-90
Calculation of Public Benefits [Section 1180.6(b)(11)]
1-93
Downstream Merger Applications [Section 1180.6(b)(12)]
1-94
Purpose of the Proposed Transaction [Section 1180.6(b)(13)]
1-97
Market Impact Analysis [Section 1180.7]
1-97
Safety Integration Plan [Section 1180.8(a)(1)]
1-100
Measures to Address Blocked Crossings [Section 1180.8(a)(2)]
1-101
Operating Plan [Section 1180.8(b)(1)-(4)]
1-101
Density Charts [Section 1180.8(b)(5)]
1-102
Operating Plan (Minor Transactions) [Section 1180.8(c)]
1-102
Pro Forma Balance Sheets [Section 1180.9(a)]
1-102
Pro Forma Income Statements [Section 1180.9(b)]
1-102
Sources and Applications of Funds Statements [Section 1180.9(c)]
1-102
Property Encumbrances [Section 1180.9(d)]
1-103
Current Balance Sheets and Income Statements [Section 1180.9(e)]
1-103
Service Assurance Plan [Section 1180.10]
1-103
Transnational and Other Informational Requirements [Section 1180.11]
1-105
Prayer for Relief
1-107
Opinions of Counsel
1-108
Signature Pages
1-110
Certificate of Service
1-116
Appendix A – Maps (Exhibit 1)
1-117
Appendix B – Summary of Benefits Exhibit
1-119
Appendix C – Change in Control Exhibit (Exhibit 8)
1-121
Appendix D – Corporate Charts (Exhibit 11)
1-132
Appendix E – Pro Forma Balance Sheets (Exhibit 16)
1-182
Appendix F – Pro Forma Income Statements (Exhibit 17)
1-191
Appendix G – Sources and Application of Funds (Exhibit 18)
1-200