Market Matters Blog           07/22 09:47

   Baldwin to STB: Address Threats Against Shippers Opposing UP-NS Merger

   Union Pacific's CEO allegedly made threats of retaliation against shippers 
who opposed its merger with Norfolk Southern.

Mary Kennedy
DTN Basis Analyst

   U.S. Sen. Tammy Baldwin, D-Wis., sent a letter to the Surface Transportation 
Board (STB) on July 17 demanding that federal regulators directly address 
allegations that Union Pacific (UP) CEO Jim Vena threatened to raise shipping 
rates against customers who refused to publicly support the railroad's proposed 
merger with Norfolk Southern (NS).

   "Given what is at stake with a rail merger of this magnitude, I ask that you 
address threats of retaliation and make clear retaliation by railroads will not 
be tolerated by the STB," Baldwin wrote.

   The letter comes as the STB formally accepted the revised merger application 
for consideration on May 28, ordering UP and NS to submit supplemental 
information by July 27, 2026. That full news release is available on the STB 
website: 
https://nam11.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.stb.gov%2F
news-communications%2Flatest-news%2Fpr-26-13%2F&data=05%7C02%7CMary.Kennedy%40dt
n.com%7C04165aa5abc146b941f708dee763cf5a%7Cd945da26f07f451496e79b8f78a743d0%7C0%
7C0%7C639202613024766198%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiI
wLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata
=DvvV32m3pf0bkVfOsB0WBYhRRyj8E39edSryi%2FS1E0U%3D&reserved=0.

   "I am deeply concerned by Mr. Vena's words and recent actions as his company 
attempts to see this merger process rubber-stamped and approved with haste. 
Given the magnitude of this potential merger and the impact it would have on 
our nation's freight economy and the supply chain, it is simply unacceptable 
for UP to engage in this type of behavior," Baldwin added.

   A very real concern exists that shippers may actually be afraid to make 
remarks about the merger for fear of retaliation. It is no secret that this has 
been a concern among shippers for many years. "In January 2025, former Chairman 
Robert Primus made a statement addressing the widespread issue of retaliation, 
whether it be in the form of rate increases, cutbacks in service, or refusals 
to provide new service upon request. In 2023, former Chairman Martin Oberman 
expressed frustration with the difficulty of getting shippers to comment on 
matters before the board due to fears of retaliation," added Baldwin.

   "I have heard from numerous stakeholders that they are afraid to publicly 
relay their concerns, knowing that UP can retaliate against them. Threats of 
retaliation discourage stakeholders from participating and undermine the STB's 
ability to conduct a rigorous review of the proposed merger. The Board needs to 
hear directly from shipper companies to better understand the impacts of the 
merger UP is proposing," Baldwin said. Here is a link to her entire letter: 
https://www.baldwin.senate.gov/imo/media/doc/letter_to_surface_transportation_bo
ard_on_up_retaliation.pdf.

   According to a July 16 Trains.com article, UP said in a statement "It's 
disappointing that a comment was taken out of context and is being used to 
create a narrative that detracts from the real benefits of a single-line 
transcontinental railroad. Union Pacific did not threaten anyone. We've heard 
from stakeholders across the board about real threats being made by our 
competitors who are afraid to compete."

   Jim Vena, UP CEO, told Trains.com that he also believes that the STB's 
12-month clock to gather merger information began when the STB accepted the 
application, not when the board receives that new information. "It's pretty 
clear that we've gone to the next step." Here is an article published July 17 
on the UP website: "Questions About Union Pacific-Norfolk Southern Merger 
Opposition Campaign," 
https://www.up-nstranscontinental.com/news-details/questions-about-union-pacific
-norfolk-southern-merger-opposition-campaign.

   The Brotherhood of Locomotive Engineers and Trainmen (BLET) on its website 
noted that "A major red flag was raised recently when Union Pacific CEO Jim 
Vena made alarming comments at an investor conference. Vena suggested that the 
STB should rush its review of the merger and possibly ignore important public 
interest statutes. These self-serving statements come just weeks after Congress 
urged the STB to conduct a rigorous and thorough review of the proposed merger."

   BLET First Vice President Gary Best, who has been assigned by President Mark 
Wallace as the union's lead representative on issues regarding the merger, 
sharply criticized the railroad CEO's statement, particularly his position on 
the public interest statute.

   "The public interest test is at the very heart of the STB's merger review 
standard," said Best. "Under federal law, UP and NS bear the burden of 
demonstrating the public benefits of a merger that could not be achieved by 
other means. No timeline changes what this merger is -- a bad deal for America 
that must be rejected." Read more here from BLET: 
https://blet.org/news/blet-sharply-critical-of-alarming-comments-made-by-up-ceo/
.

   Here is a link to the STB website's Filings section. If you scroll through 
it, you can see all current and past comments regarding the pending UP-NS 
merger: 
https://www.stb.gov/proceedings-actions/filings/?action=stb_hook_table_filings&c
urrent-page=1&per-page=50&sort-by&sort-order.

   Mary Kennedy can be reached at mary.kennedy@dtn.com

   Follow her on social platform X @MaryCKenn




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