UP and NS merger documents: BNSF and CN urge STB action

BNSF Railway and Canadian National are asking the Surface Transportation Board to order the release of UP and NS merger documents, arguing the record is too limited for a thorough review of the railroads’ proposed transcontinental combination, as reported by Trains.

In separate filings, the two railroads say the STB — along with competing carriers, shippers, and other stakeholders — cannot properly evaluate potential impacts on competition or weigh remedies for any negative effects without additional internal material describing UP and NS’s rationale and expectations. They are asking the board to compel further disclosures.

This is reported by the railway transport news portal Railway Supply.

BNSF seeks more UP and NS merger documents and a schedule reset

BNSF argued that Union Pacific and Norfolk Southern have blocked efforts to see what their leadership has been saying internally about the deal. In a filing submitted Friday, BNSF said the missing records are needed to assess what executives actually believed about issues such as whether the merger could weaken competition by reducing service or raising rates for shippers, whether they truly expected the transaction to enhance competition, where integration could go wrong and create disruptions, and whether the touted benefits are achievable — or could be achieved without a merger.

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BNSF also asked the STB to pause or reset the merger review schedule. It said UP and NS should be required to provide board presentations, banker and financial adviser analyses, and internal emails. In BNSF’s view, those materials would help evaluate claimed merger benefits, indicate whether leadership privately acknowledged potential competitive harms, and show whether alternatives short of a full merger were considered.

CN focuses on Schedule 5.8 and STB completeness rules

CN took a narrower approach, arguing that Union Pacific and Norfolk Southern did not disclose Schedule 5.8 of their merger agreement as part of their merger application. CN said the schedule likely outlines how much regulatory risk the applicants anticipated, what merger conditions they were willing to accept, and how they allocated the risk of divestitures or other remedies, according to CN’s regulatory filing (PDF).

“Given the scale and stakes of the proposed combination, the applicants must meet the highest standard of transparency and compliance. The information the applicants refuse to disclose is critical to understand their perspective on anticipated competitive harms and inform the Board’s public-interest and competition analyses,” said Olivier Chouc, CN’s chief legal officer, in a news release issued this morning. He added that, rather than relying on what CN called an inapt legal argument to keep the information from view, the applicants should participate in a transparent and fulsome discussion about the merger’s impact on competition, consistent with the heightened standards in the new merger rules.

In its regulatory filing, CN also argued that withholding the schedule leaves the merger application procedurally incomplete under STB rules. The agency is expected to issue a decision in the next few days on whether the 6,692-page merger application will be deemed complete or rejected as incomplete.

Common concern: internal views vs public claims

Although they focus on different documents, BNSF and CN emphasized a shared concern: what UP and NS say publicly may not match what they have discussed internally. They argue the internal records would reveal whether executives expected the merger to lead to greater pricing power, potential service disruptions, and how difficult regulatory approval is expected to be.

CN said its motion builds on earlier filings on completeness referenced in “Competing railroads say …,” Trains.com, Dec. 30, 2025. More broadly, the completeness fight around the 6,692-page submission has also been tracked in recent coverage by Railway Supply. Beyond the disputed schedule, CN cited other shortcomings it contends appear in the application, including incomplete market analyses — particularly for shipper locations currently served by both UP and NS — missing projections for market share by revenue and traffic volume, and a failure to propose competitive enhancements.

Canadian Pacific Kansas City has told the STB that it supports CN’s motion to compel UP and NS to provide more information.

Union Pacific said it stands by its merger application. “Union Pacific is confident in the merits and completeness of our application. We will be reviewing any comments filed and working with the Surface Transportation Board as we move forward with the application process,” spokeswoman Kristen South said in an email to Trains.

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