Our Latest Filing on the UP-NS Merger - and What It Means

Dear BNSF Customers,

Yesterday, we made a filing required by the procedural schedule set by the Surface Transportation Board (STB). Our filing made clear that the proposed Union Pacific-Norfolk Southern merger is bad for shippers, bad for businesses and bad for the American economy. Accordingly, BNSF confirmed its absolute opposition to the merger. As required by the STB’s rules, we also identified certain conditions we will ask the Board to include if it decides to approve the proposed merger. 

While these conditions attempt to mitigate some of the specific harms the merger would impose on customers and the competitive rail network, we remain firmly opposed to this merger. To be clear, these conditions, if implemented, do not make this combination the right outcome for customers, employees, communities or the supply chains that rely on competitive rail. Nothing the Board could do, including adopting these conditions, would adequately address the serious and irreversible harms this merger will cause. 

You can read more about the conditions we filed, and what they are designed to address, here. 

Let me be candid about why we are engaged in this proceeding at all. BNSF didn't ask for this merger and doesn't want it — but this was never about BNSF. It's about whether the customers and supply chains that depend on competitive rail are left with a market permanently tilted against them. There is a reason the industry has not seen another major merger in a generation, and a reason the STB modernized its merger rules to raise the bar. The lesson has been consistent: once two networks of this scale are combined, rebuilding a level playing field becomes impossible. No set of concessions can undo that fundamental problem, and no amount of negotiating returns the market to level. When a merger this consequential threatens the customers who count on us, staying silent is not an option.

The scale of this concentration is worth putting in context. In nearly every other sector of the economy, either the Department of Justice or the Federal Trade Commission serves as the referee, and under their guidelines, a merger is considered unlawful if the combined company controls more than 30% of the market. A UP-NS combination would control roughly half of all U.S. rail volume — well beyond the threshold that presumptively blocks transactions in other industries. The STB reviews rail mergers under a broader and stricter “public interest” standard that includes even more demanding requirements about preserving and enhancing competition. The underlying math is simple: this is a level of concentration regulators do not permit elsewhere, and it should not pass the STB’s rigorous test.

The STB's rules were designed for this situation — one whose consequences will outlast any of us. We have confidence in the Board’s process and in a review that weighs the long-term public interest, not just near-term promises. And we will keep doing what we've done throughout: advocating for our customers and for a freight rail network that stays competitive, efficient and resilient for the businesses and communities that we serve.

Your engagement remains essential, and there is still time to be heard. The STB has extended the deadline to file a Notice of Intent to Participate (NOIP) to Sept. 30. Filing a NOIP preserves your ability to participate in the proceeding later; it does not commit you to take a position or engage in any additional activity. Step-by-step instructions are available at BNSF.com/PreserveRailCompetition. 

Thank you for your continued partnership. We will continue to share updates and relevant developments as they become available.
 
Sincerely,
 
Tom G. Williams
Executive Vice President & Chief Marketing Officer