CN and Union Pacific have signed a binding Memorandum of Understanding (MoU) that would expand CN’s access to key rail markets and preserve customer competition if Union Pacific’s proposed acquisition of Norfolk Southern receives regulatory approval.
The agreement establishes a framework for CN to secure competitive access in areas where the merger would reduce the number of Class I rail operators. The deal remains subject to approval by the Surface Transportation Board (STB) and the completion of the proposed merger.
Under the agreement, CN will gain access to shipper facilities where rail competition would otherwise fall from two operators to one or from three to two, provided commercial and operational conditions allow.
The Canadian railway will also acquire Norfolk Southern’s ownership interests in the Kansas City Terminal Railway Company (KCT) and the Terminal Railroad Association of St. Louis (TRRA).
In addition, CN will receive overhead operating rights between Tuscola, Illinois, and East St. Louis, Illinois, as well as rights to serve customers between St. Louis, Missouri, and Kansas City, Missouri.
The agreement also gives CN access to Union Pacific’s Neff Yard in Kansas City. The move will establish the railway’s first operational presence in one of North America’s busiest rail hubs.
In return, CN has agreed not to oppose the proposed Union Pacific–Norfolk Southern merger. Both companies said they will work together throughout the STB review process to implement the agreement if regulators approve the transaction.
“From day one, we’ve said our merger with Norfolk Southern will preserve and enhance competitive options and create a stronger railroad industry that delivers better service for customers,” said Jim Vena, Chief Executive Officer of Union Pacific.
He said the agreement reinforces that commitment by expanding access and operating rights for a major competitor.
CN President and Chief Executive Officer Tracy Robinson said maintaining competition remains essential as the North American rail industry undergoes structural change.
“This framework would preserve competitive access to key markets, including Kansas City, while positioning CN to continue providing reliable and efficient options for customers across North America,” Robinson said.
Strengthening competition
The agreement forms part of the regulatory commitments surrounding Union Pacific’s proposed acquisition of Norfolk Southern, one of the largest rail transactions in North America in recent years.
If approved, the framework would preserve customer access to competing rail services in affected markets while expanding CN’s reach across the Midwest. It would also strengthen the railway’s position in key interchange hubs, including Kansas City and St. Louis.
The companies said the agreement also reaffirms gateway protections designed to preserve network access for customers and connecting railroads.
