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The Penn Central was an American railroad company, headquartered in Philadelphia, Pennsylvania and formed by the merger in 1968 of the Pennsylvania Railroad and the New York Central Railroad; the New Haven was added to the merger at the insistence of the ICC. The driving force behind the creation of the Penn Central was the perilous financial situations of all three railroads in the late 1960s.

Although the decline of the north-eastern US railroads had many causes, increasing competition from the trucking industry, subsidized by the federally-funded highway system, was one of the greatest of them, as was their inability to respond to market conditions.

Railroads of the time were heavily regulated and were unable to change the rates they charged shippers or the fares they charged passengers. Therefore, reducing costs was the only way to become more profitable. Government regulation and agreements with labor unions tightly restricted what cost-cutting could take place. Merger was a promising way out.

As it turned out, the merged railroad was no better off than its constituent roads were before. Attempts to integrate operations, personnel and equipment were not very successful, due to the clashing corporate cultures. Attempts were made to diversify into real estate and other non-railroad ventures, but these turned into more of a distraction from the problems in the core business than a cure for them.

In only two years, the Penn Central declared bankruptcy in what was then the largest corporate bankruptcy in American history. The railroad was kept running while efforts were made to save it. Salvation came, finally, in nationalization under the Railroad Revitalization and Regulatory Reform Act of 1976; the federally-owned corporation Conrail was formed to take over the railroad assets of the bankrupt Penn Central and five other failed railroads in the north-eastern United States. Further help was given by the 1980 Staggers Act, which deregulated the railroad industry.

Conrail eventually became profitable and was privatized in 1987; in 1999 the corporation was purchased by CSX and Norfolk SouthernNorfolk Southern Corporation is a US publicly-traded stock corporation based in Norfolk, Virginia. The company controls a major freight railroad, Norfolk Southern Railway Company (NS). The railway operates 21,500 route miles in 22 eastern states, the Dist and the majority of its assets split up between them. The small portion of Conrail that represented trackage that was of interest to both CSX and Norfolk Southern was kept as the remaining Conrail system under the name "Conrail Shared Assets".

The assets of the old Penn Central Transportation Corporation that were not taken into Conrail continued under a company that emerged from bankruptcy as Penn Central Corporation.Though it retained ownership of some rights of way and station properties connected with the railroads,it continued to liquidate these and eventually concentrated on the insurance business to the point that it changed its name to American Premier Underwriters,and is today controlled by Carl Lindner and his American Financial Group .