Shippers Push STB to Reveal UP-NS Merger Exit Clause Details

Key Details Four major shipper groups are demanding the Surface Transportation Board release Schedule 5.8, a critical section of the Union Pacific-Norfolk Southern merger agreement. This document outlines the regulatory conditions that could allow UP to abandon the $36.75 billion deal by paying a $2.5 billion termination fee. UP and NS classified the section as "highly confidential," restricting public access despite shipper arguments that it contains no proprietary information. Why It Matters The Alliance for Chemical Distribution, American Chemistry Council, American Fuel & Petrochemical Manufacturers, and The Fertilizer Institute argue the secrecy prevents rail customers, elected officials, and the public from understanding what conditions UP won't accept. Shippers depend heavily on rail for their supply chains and need visibility into potential merger outcomes. The Stakes The STB rejected the railroads' initial merger application in January specifically because Schedule 5.8 was missing. By keeping this section hidden, shippers contend that UP and NS are concealing their own assessment of conditions needed to address the merger's competitive harms. Making the document public would level the playing field for stakeholders who want to participate in the approval process.