State Attorneys General Confirms 7 State Merger Opposition

WASHINGTON D.C. – Seven Republican state attorneys general formally requested the U.S. Department of Justice’s antitrust division to review the proposed merger between Union Pacific Railroad and Norfolk Southern Railway in a letter dated February 12. The officials, representing Montana, Iowa, Mississippi, South Dakota, North Dakota, Kansas, and Tennessee, argue the deal would harm competition and inflate costs. The move signals significant political and regulatory opposition to further consolidation in the U.S. rail sector.

What Is the Full Scope of This Project?

This proposed merger would combine two of North America’s seven Class I railroads, creating the first single-line transcontinental railway in the United States. Union Pacific is a dominant carrier in the western U.S., while Norfolk Southern is a major carrier in the east. The full financial terms and operational integration plan for the proposed merger have not been publicly detailed.

Key Project Data

How Does This Compare to Similar Projects?

The proposed UP-NS merger represents a more significant consolidation than the most recent Class I combination, the $31 billion merger of Canadian Pacific and Kansas City Southern, which was approved by the Surface Transportation Board (STB) in 2023. That deal, creating the Canadian Pacific Kansas City (CPKC) railway, was the first major rail merger in over two decades and created the only single-line network connecting Canada, the U.S., and Mexico. The opposition from state attorneys general mirrors actions in other sectors, such as the push from the International Brotherhood of Teamsters and the California Attorney General against a different proposed merger between Paramount and Warner Bros. Discovery, indicating a broad-based increase in antitrust scrutiny across major industries. (Source: Surface Transportation Board, 2023)

Editor’s Analysis

This move by state attorneys general signals a proactive and politically diverse challenge to further consolidation in the U.S. rail industry, which is already highly concentrated with just seven Class I carriers. The request to the DOJ occurs as the broader logistics sector shows signs of stabilization and recovery heading into 2026, a market condition that could amplify the competitive impact of reducing the number of major carriers to six. This pre-emptive legal challenge could create significant hurdles for the merger, which would ultimately require approval from the Surface Transportation Board, not the DOJ.

FAQ

Q: Why is a merger between Union Pacific and Norfolk Southern significant?
A: A merger would create the first single-line transcontinental railroad in the U.S., combining UP’s extensive network in the western two-thirds of the country with NS’s network in the east. This would reduce the number of major Class I railroads in North America from seven to six.

Q: Who has the final authority to approve a U.S. railroad merger?
A: The U.S. Surface Transportation Board (STB) has the exclusive authority to review and approve or deny railroad mergers. While the Department of Justice’s antitrust division can review the proposal and provide an advisory opinion, the final decision rests with the STB.

Q: What are the main arguments against the merger?
A: Opponents, including the seven state AGs, argue that the merger would reduce competition, leading to higher shipping costs for agricultural and industrial customers, and likely result in poorer service quality due to the lack of alternative carriers in many regions.