Union Pacific and Norfolk Southern Merger IntelliConference

Background Statement

Union Pacific and Norfolk Southern propose an $85 billion merger to create the first U.S. transcontinental railroad, projecting $2.75 billion in annual benefits and savings from improved supply chain efficiency, faster transit times, and modal shift from road to rail. Past large rail mergers have led to inconsistent results, but the industry as a whole has significant growth opportunities. The transaction is subject to review by the Surface Transportation Board amid stakeholder concerns about reduced competition, monopolistic pricing, safety, and workforce relations.

Core Question

What is the full range of rail stakeholder concerns and opportunities, and how can the UP-NS merger be designed to optimally serve railroads, employees, customers, communities, and investors?

Round One: Establishing the foundation

• Which stakeholder groups should be included in this IntelliConference to ensure a robust gathering of all perspectives and insights? To date, we have included shippers, employees, local communities, sustainability advocates, Class II and III railroads, carload transloaders, investors, and Class I railroads.
• How can stakeholder-centric governance be encouraged through the merger process to ensure comprehensive representation?
• What do Union Pacific and Norfolk Southern intend to gain for themselves and their investors by this merger?
• What do Union Pacific and Norfolk Southern intend to deliver to shippers and communities by this merger?
• What lessons from past mergers help illuminate and inform our thinking about this merger?
• What past shortcomings in the regulatory approval process have we seen that can be improved?
• Which corridors, communities, shippers, and receivers are in danger of experiencing rail line abandonments or service degradation?
• What actions can be considered to prevent adverse effects on pricing resulting from monopolistic conditions in key freight corridors?
• What existing shortcomings and gaps in rail service generally need addressing?
• How will the merger affect competition between rail and trucking in the intermodal arena?
• How might this merger affect future rail consolidation?

Round Two: Clarifying Stakeholder Concerns and Opportunities

• What concerns does each stakeholder group have regarding this potential merger, i.e., shippers, employees, local communities, sustainability advocates, Class II and III railroads, carload transloaders, investors, and Class I railroads?
• What opportunities does the proposed merger offer each stakeholder group, and how can the merger be guided to achieve them?
• These two questions will be applied to each stakeholder group below, as well as other questions brought to the IC by Participating Stakeholders.

Rail Freight Customers:

• What potential impacts does the proposed merger have on competition and market structure, and how might that influence the shipping community?
• How can efficiency gains translate into lower shipping costs for customers, not just benefit shareholders?
• How will faster transit times and improved connectivity benefit different types of shippers?
• What is the timeline for realizing these efficiency improvements?

Employees:

• How many jobs does UP-NS anticipate eliminating through consolidation, and in which regions?
• How will the merger impact crew scheduling, fatigue management, and safety protocols?
• How will the merger affect union representation and collective bargaining power?

Local Communities:

• Which regions will benefit most from improved rail connectivity?
• How will rural areas and small towns benefit?
• How will the potential closures of redundant facilities affect local communities and rural areas?

Sustainability Advocates:

• Which UP & NS facility and service changes from this merger increase train and truck traffic and possibly impact local air quality?
• What other negative impacts might the various outcomes of this merger have on local and global environmental quality?
• What improvements might this merger make on environmental conditions, locally and globally?

Class II and III Railroads:

• Which Class I practices limit your ability to expand rail services to existing or potential rail customers?
• What do you want the Class I railroads to implement to enhance your business growth and customer service efforts?

Carload Transloaders:

• Which Class I practices limit your ability to expand rail services to existing or potential rail customers?
• What do you want the Class I railroads to implement to enhance your business growth and customer service efforts?

Investors:

• How should the need for long-term investment be balanced with expectations for short-term financial returns and sustainable growth?
• See Rail Growth Capitalization IntelliConference to engage in this critical dialogue more deeply.

Class I Railroads:

• What capacity constraints and service disruptions are anticipated during integration?
• What infrastructure investments are needed to deliver promised improvements?

Round Three: Addressing Stakeholder Concerns and Opportunities

Rail Freight Customers:

• How can we ensure operational integration reduces interchange delays and enhances efficiency, while preserving regional service diversity and access for all shippers?
• How can the integration process be implemented to maintain service reliability during the transition period?
• Are there specific routes or services that should require divestiture to maintain competition?
• How can rate regulation prevent abuse of increased market power?
• How can reciprocal switching and joint access requirements be used to preserve competitive balance?

Employees:

• What retraining and transition support should be provided to displaced workers?
• How can workforce safety concerns be adequately addressed?
• What actions can be taken to prevent workforce reductions from compromising safety standards and maintenance practices?
• What oversight mechanisms will ensure safety standards are maintained during integration?

Communities:

• What measures can mitigate adverse impacts on railroad-dependent communities?

Sustainability Advocates:

• What Environmental, Social, and Governance (ESG) metrics need to be considered in the merger evaluation?
• How can ESG metrics be incorporated into Class I railroad quarterly reports?
• How can regional and community impact reporting be incorporated into Class I railroad annual reports?

Class II and III Railroads:

• What do UP-NS agree to implement to support your business growth and customer service efforts?

Carload Transloaders:

• What do UP-NS agree to implement to support carload transloaders' business growth and customer service efforts?

Investors:

• See the Rail Growth Capitalization IntelliConference to contribute to this critical dialogue.

Class I Railroads:

• How can the merged network handle increased traffic volumes without service degradation?
• How can the operational "meltdowns" of past mergers be avoided?
• What specific operational practices should be implemented to optimize flow, reduce congestion, and improve fuel utilization across the network?
• What are the key steps that must be taken to accelerate technology and infrastructure modernization?
  • How can the deployment of AI-driven logistics platforms to forecast demand, dynamically allocate assets, and enhance real-time cargo tracking be advanced?
  • How can real-time cargo tracking systems improve visibility across the network, enhance supply chain predictability, and improve customer service?
  • What investments are needed in intermodal hubs to seamlessly integrate rail, truck, and port logistics, stimulating more efficient multimodal transportation solutions?
  • What actions can be taken to encourage the electrification of selected routes?
  • What actions must be taken to encourage the deployment of zero-emission locomotives?
  • What steps should be taken to encourage the implementation of smart yard automation technologies?

Round Four: Supporting an Effective Merger Implementation

What enhancements would enable transparency, tracking, review, and performance?

• As the foundation of ensuring promised benefits materialize, what categories of performance standards capture all stakeholders' concerns?
  • Within each category, what specific performance standards point to the desired outcomes?
  • What enforcement mechanisms are needed for each standard?
• How should regulatory oversight evolve to monitor the merged entity's market behavior?
• What actions can be taken to institute economic impact dashboards and the publication of periodic reports documenting the merger effects on job creation, trade, and infrastructure improvements?
  • At the local level?
  • At the system level?
• What enforcement mechanisms are needed if the merger fails to deliver public benefits?