Important Update: Refiled UP-NS Merger Application and Your Next Steps

Date
May 14, 2026

Dear BNSF Customers,

As I shared on April 30, Union Pacific and Norfolk Southern refiled the application for their $85 billion merger with the Surface Transportation Board (STB) after their original filing was unanimously rejected as incomplete in January. We have now completed our review of the refiled application, and we continue to believe it falls short. As outlined in our May 8 STB filing, the deficiencies remain significant. Our review only reinforces our serious concerns: this merger would very substantially harm competition and the competitive balance that now exists in U.S. freight rail — UP-NS would control more than half of all Class I service.

Following our review of the refiled application, I want to highlight a few key points for you:

  • No substantive changes. Their application does not include new conditions or meaningful commitments for shippers and continues to rely on the same truck-to-rail conversion methodology that drew scrutiny in the original filing.
  • Manufactured $3.5 billion savings claim. The UP-NS projected shipper savings reflect the current pricing advantage of rail over truck — not a benefit created by the merger. These savings are already available to shippers today. The application takes 2.1 million truckloads, assumes they all switch to rail, and calls the total price difference a “benefit.” Worse, most of these “switches” are in lanes where rail is actually slower or more expensive than truck, so shippers wouldn’t switch and no “savings” would occur. The application is very careful not to say that rail rates will go down after the transaction.
  • Growth projections vs. track record. UP promises 13% volume growth within the first three years despite a decade of declining volumes and the highest per-unit pricing in the industry. History shows these projections often fall short— as with CPKC, which missed similar projections in their merger by roughly 70%.
  • Gateway pricing. The “Committed Gateway Pricing” proposal remains unchanged. It covers less than 1% of traffic, is limited to four gateways, expires in about five years, and excludes intermodal, autos, unit trains and dimensional shipments.
  • Service integration risks. Merging UP and NS requires unifying dispatch, traffic control and operating systems across 55,000 miles. CPKC’s much smaller technology cutover caused misrouted cars and service breakdowns — yet UP’s plan offers limited detail on how integration at this scale would be executed without disrupting service. Even after integration, the mammoth size of the new railroad and the destruction of optionality will ensure that future service challenges will be national problems.

Our analysis is reinforced by broad and growing opposition to the merger. The Stop the Rail Merger Coalition, representing shippers of more than half of all U.S. rail volume, and the Teamsters, representing over 70,000 rail employees, have called for rejection. In Congress, 72 statements of concern or opposition, including both Democrats and Republicans, have been recorded, compared to seven in support. We estimate that UP’s letters of support from shippers represent only 8% of rail cargo. Contrary to UP and NS’s claim that the transaction has ‘strong public support,’ the reality is broad and growing opposition across rail industry stakeholders.

Should the STB accept the application, a formal procedural timeline will follow. One of the first and most time-sensitive steps is filing a Notice of Intent to Participate, which could be due by June 14. Filing preserves your ability to participate in the proceeding. It does not require you to take a position or commit to further action.

  • Learn more about the impacts of the proposed merger here.
  • Step-by-step guidance on how to file a Notice of Intent to Participate is available here.

Please don’t hesitate to reach out to me or my team with any questions or for assistance. We appreciate your continued partnership. Together, we can advocate for a better path forward that reflects customer priorities and supports a more resilient supply chain.

 
Sincerely,
 
Tom G. Williams
Executive Vice President & Chief Marketing Officer