BNSF Railway Co. slammed the proposed mega-merger between two key rivals as benefitting shareholders at the expense of customers, marking some of the most direct criticism of a deal drawing scrutiny from lawmakers and across the industry.

The $72 billion combination of Union Pacific Corp. and Norfolk Southern Corp. doesn’t propose adding new capacity to the network and won’t create fresh investment, said Zak Anderson, chief of staff and a vice president at BNSF. The North American rail industry is already concentrated heavily among just a handful of companies, raising additional questions over competition, he said.

“This a straight Wall Street transaction,” Anderson said in an interview.

“Union Pacific is disappointed that BNSF as part of the Berkshire Hathaway family, which is publicly

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