Opinion for the court filed by Circuit Judge WRIGHT.
Dissenting opinion filed by Senior Circuit Judge MacKINNON.
J. SKELLY WRIGHT, Circuit Judge:Two unions — the Brotherhood of Locomotive Engineers (BLE) and the United Transportation Union (UTU) — object to the Interstate Commerce Commission’s interpretation of labor issues arising from ICC’s approval of a railroad consolidation.
The unions claim that, when the dust settled from the consolidation, certain railroads had effectively squeezed them out of their previous role in determining the crews used on particular routes. At the time, in early 1983, the unions objected and argued that the railroads’ actions violated statutory labor protections. Since the railroads responded that ICC had given them full crew selection rights in the consolidation approval, the unions appealed to ICC for an order clarifying that its general consolidation approval did not affect previous labor arrangements, including crew selection rights.
In two decisions ICC rejected the unions’ arguments. It maintained that the railroads’ intentions on crew selection had been clear in the consolidation as approved and that ICC’s authority to exempt transactions from legal obstacles, 49 U.S.C. § 11341(a) (1982), immunized these crew selection prerogatives from later attack.
The unions now petition this court to vacate those ICC decisions. Four railroads — the Denver & Rio Grande Western (D & RGW), the Missouri-Kansas-Texas (MKT), the Missouri Pacific (MP), and the Union Pacific (UP) — are intervening in support of the Commission.
Because we find that ICC made no semblance of a showing that the exemption was necessary, as required by the exemption authority section, we vacate the ICC decisions and remand the case to the commission for proceedings consistent with this opinion.
I. Background
A. Legal Framework
This case presents the intersection of two statutory mandates — ICC’s exclusive authority to approve rail consolidations under the Interstate Commerce Act and the statutory protection for rail labor employees un*314der both the Railway Labor Act and the Interstate Commerce Act. The unions argue that (1) ICC did not show a necessity for waiving the Railway Labor Act in the exercise of its Interstate Commerce Act approval authority, and (2) ICC cannot waive the Interstate Commerce Act’s labor protection conditions in the exercise of that approval authority. Ultimately, we find the Railway Labor Act argument dispositive, and we vacate the ICC decisions on that basis. To fully understand the texture of this dispute, however, it is necessary to examine the Interstate Commerce Act labor protection conditions as well.
1. ICC’s approval authority. Under the Interstate Commerce Act, ICC has exclusive authority to approve certain consolidations and mergers. 49 U.S.C. § 11341 et seq. (1982). The Act enumerates the types of transactions to which ICC’s approval authority applies, id. § 11343, and the considerations that must guide ICC, id. § 11344. Most significantly for this appeal, “[a] carrier, corporation, or person participating in that approved or exempted transaction is exempt from the antitrust laws and from all other law, including State and municipal law, as necessary to let that person carry out the transaction, hold, maintain, and operate property, and exercise control or franchises acquired through the transaction.” Id. § 11341(a). Thus ICC has the power to approve a transaction and exempt its participants from legal obstacles that would impede its fruition.
In the exercise of this authority to exempt consolidations from the constraints of applicable statutes, ICC has certain ultimate constraints on its broad authority. First, there is a necessity component to the plenary authority: the statute specifies that ICC may exempt transactions from applicable laws “as necessary” for completion of the transaction. Second, as with any agency action, ICC’s exercise of its authority must comport with the requirements of reasoned decisionmaking. See generally United States v. ICC, 396 U.S. 491, 90 S.Ct. 708, 24 L.Ed.2d 700 (1970).
2. Labor protection requirements. Statutory protections for railroad employees have received considerable congressional attention. Two important statutory vehicles for the current labor protection requirements are the Railway Labor Act, 45 U.S.C. § 151 et seq. (1982), and the Interstate Commerce Act’s labor protection section, 49 U.S.C. § 11347.
The Railway Labor Act creates a highly structured system for administering and resolving labor disputes. In passing the Railway Labor Act Congress sought, in part, “[t]o avoid any interruption to commerce * * *, to forbid any limitation upon freedom of association among employees * * *, [and] to provide for the prompt and orderly settlement of all disputes concerning rates of pay, rules, or working conditions[.]” 45 U.S.C. § 151a. The statute specifies eleven general duties of rail carriers, id. § 152. It also creates a variety of mechanisms to settle rail labor disputes — a National Railroad Adjustment Board, id. § 153, a National Mediation Board, id. §§ 154-155, and a system of arbitration, id. §§ 157-159. The statute gives special attention to changes in rates of pay, rules, and working conditions. It provides that employers give employees the opportunity for negotiation and mediation before implementing such changes. Id. § 156; see also id. § 152, Seventh duty. The Railway Labor Act thus stands as an important structure for maintaining labor peace and fairness.
The Interstate Commerce Act labor protection section, 49 U.S.C. § 11347, affords employees substantial protection from the effects of mergers and consolidations. Such labor protection conditions have a long history. See New York Dock Railway v. ICC, 609 F.2d 83, 86-90 (2d Cir.1979). In its current version the section provides that, in the exercise of its approval authority, "the Interstate Commerce Commission shall require the carrier to provide a fair arrangement at least as protective of the interests of employees who are affected by the transaction as the terms imposed under this section before *315February 5, 1976 * * 49 U.S.C. § 11347 (emphasis added).
ICC has specified the particular conditions that must be observed for this Section 11347 requirement. The conditions for protecting labor in a merger are known as New York Dock conditions, see New York Dock Railway, 360 ICC 60 (1979), aff'd sub nom. New York Dock Railway v. ICC, supra. The conditions for protecting labor in transfers of trackage rights are known as Norfolk & Western conditions, see Norfolk & Western Railway Co., 354 ICC 605 (1978), modified by Mendocino Coast Railway, Inc., 360 ICC 653, 664 (1980), aff'd sub nom. Railway Labor Executives’ Ass’n v. United States, 675 F.2d 1248 (D.C.Cir.1982). These conditions include negotiation and mediation for dismissal and displacement of employees, 354 ICC at 610-611, 360 ICC at 85; dismissal and displacement compensation, 354 ICC at 611-612, 360 ICC at 86; and a system of arbitration, 354 ICC at 613, 360 ICC at 87-88. Generally, the conditions provide that “[t]he rates of pay, rules, working conditions and all collective bargaining and other rights, privileges and benefits * * * of railroads’ employees under applicable laws and/or existing collective bargaining agreements or otherwise shall be preserved unless changed by future collective bargaining agreements or applicable statutes.” 354 ICC at 610, 360 ICC at 84. ICC has thus established conditions for discharging its statutory responsibility to protect labor benefits in the midst of consolidations.
In short, ICC has authority to approve certain transactions, even to the extent of exempting the transactions from other laws. At the same time, the Railway Labor Act structures rail labor relations, and the Interstate Commerce Act’s labor protection section gives rail employees a measure of protection from the effects of rail transactions.
B. The Current Dispute
This dispute has three important stages: (1) ICC’s consolidation approval in 1982; (2) the post-approval conflict over crew selection; and (3) the two ICC decisions in 1983.
1. ICC approval for the consolidation. In 1982 UP and MP applied to ICC for approval of a consolidation under ICC’s exclusive authority.1 Several railroads and several unions (including the petitioners) objected to the proposed consolidation. On October 20, 1982 ICC approved the consolidation, but it also approved the application of two railroads for “trackage rights”2 over specified MP routes to ameliorate possible anticompetitive effects. D&RGW received trackage rights for one route (Pueblo, Colorado to Kansas City, Missouri), and MKT received trackage rights for several other routes. See Union Pacific-Control-Missouri Pacific, 366 ICC 459 (1982), affirmed in part and remanded in part sub nom. Southern Pacific Transportation Co. v. ICC, 736 F.2d 708 (D.C.Cir.1984) (per curiam), cert. denied, — U.S. -, 105 S.Ct. 1172, 84 L.Ed.2d 322 (1985). These are the four railroads who are intervening in support of the ICC decisions — the two who received ICC approval of their consolidation (UP and MP) and the two who received trackage rights for MP routes as conditions of that approval (D&-RGW and MKT).
In their applications for trackage rights D&RGW and MKT both commented on crew selection. D & RGW specified that it could, at its option, use its own crews when it used the newly granted trackage rights, Finance Docket No. 30,000 (Sub-No. 18) (DRGW-8) (cited in ICC Decision of October 25, 1983, Joint Appendix (JA) 164); MKT specified that it would use its own crews, Finance Docket No. 30,000 (Sub-No. *31625) (MKT-25) (cited in ICC Decision of October 25, 1983, JA 164).
In granting the trackage rights ICC did not mention crew selection. The Commission primarily addressed the need for the trackage rights to prevent possible anti-competitive effects from the consolidation. 366 ICC at 566-568, 572-578. Indeed, the Commission denied part of MKT’s application for trackage rights because it did not agree that these trackage rights were needed to promote competition. Id. at 570-572. Notably, ICC emphasized that its general trackage rights approval was subject to the Norfolk & Western conditions that protect workers’ rights in trackage rights situations. 366 ICC at 654; id. at 621-622. This statement was ICC’s only reference to labor arrangements in the use of trackage rights.
2. The crew assignment controversy. After the consolidation became effective, the railroads began performing their approved trackage rights operations. D&-RGW temporarily used MP crews on the MP routes, but claimed that it would soon use its own crews. Exhibit A to BLE’s Petition for Clarification of ICC’s October 20, 1982 decision, JA 6. MKT, meanwhile, began using its own crews. UTU's Petition for Reconsideration of ICC’s denial of BLE’s Petition for Clarification at 3, JA 74. The unions objected. They claimed that the unions representing MP employees had an established right to a role in crew assignment and that the railroads were changing that condition without consulting them. Both D&RGW and MKT, however, claimed that the ICC approval of their applications gave them a right to use their own crews and that ICC’s exemption authority immunized this right from later legal challenge. MP’s Reply to BLE’s Petition for Clarification at 11, JA 24; UTU’s Petition for Reconsideration at 3-4, JA 74-75. '
D&RGW also made an additional argument. The Atchison, Topeka, & Santa Fe Railway Company had challenged D&-RGW’s temporary use of MP crews in the trackage rights as anticompetitive and impermissible. On November 24, 1982 and January 18, 1983 ICC issued decisions rejecting the challenge and upholding D&-RGW’s plans, including the preliminary decision to use existing MP crews. The Commission noted that D & RGW had the choice of using its own crews; the Commission did not mention any lurking labor relations issues. ICC Decision, November 24, 1982, at 3 (D&RGW brief, Appendix B); ICC Decision, January 18, 1983, at 3 (id., Appendix C). In response to the unions’ challenge, D&RGW claimed that these ICC decisions settled the validity of its crew selection plans. Reply of D&RGW to BLE’s Petition for Clarification, JA 9-10.
Initially, the two unions responded to the railroads’ position on crew selection in different ways. The United Transportation Union threatened to strike over the crew assignment issue. MP sought an injunction preventing the threatened strike. On March 1, 1984 the District Court for the Eastern District of Missouri issued such an injunction. Missouri Pacific R. Co. v. United Transportation Union, 580 F.Supp. 1490 (E.D.Mo.1984). An appeal from that injunction is pending.
The Brotherhood of Locomotive Engineers took a different tack. On April 4, 1983 it filed a petition with the Commission and requested clarification that the consolidation approval did not alter previous labor arrangements, particularly with respect to crew selection. BLE claimed that the normal Railway Labor Act and Interstate Commerce Act labor protection conditions (§ 11347) should apply. BLE’s Petition for Clarification, JA 2-4. After ICC rejected BLE’s interpretation in a May 18, 1983 decision, UTU joined BLE in a May 31 petition requesting reconsideration. On October 25, 1983 the Commission elaborated on its earlier decision and continued to reject the unions’ contentions.
3. The ICC decisions. In its May 18 decision refusing BLE’s request, ICC maintained that it had already decided the issue of crew selection. The Commission claimed that it had exempted the crew selection provisions, which it had not mentioned in *317its decision, from all legal obstacles because those provisions were in the trackage rights applications. “Inasmuch as DRGW and MKT proposed in their applications that the operations would be performed with their own crews, our approval of the applications authorizes such operations. * * We have broad authority to impose conditions on consolidation and our jurisdiction is plenary. Therefore, we properly authorized performance of trackage rights tenants using their own crews.” ICC Decision of May 18, 1983 at 4-5, JA 36-37. ICC did not specifically address the Railway Labor Act and Section 11347 arguments. Thus in its May decision ICC implied that it had immunized the crew selection prerogatives from legal obstacles by dint of having approved the trackage applications.
In its October decision the Commission again denied the unions’ request. It rejected the notion that it had to provide some basis for concluding that waiver of the Railway Labor Act was necessary to the transaction. “The terms of section 11341 immunizing an approved transaction from any other laws are self-executing and there is no need for us expressly to order or to declare that a carrier is specifically relieved from certain restraints.” ICC Decision of October 25, 1983 at 7, JA 163. The Commission similarly rejected the claim that Section 11347 rights were being violated. “To the extent that existing working conditions and collective bargaining agreements conflict with a transaction which we have approved, those conditions and agreements must give way to the implementation of the transaction. The labor conditions imposed under section 11347 preserve conditions and agreements in the context of the authorized transactions.” Id. at 6, JA 162. The Commission thus continued to maintain that it had immunized the crew selection from all subsequent legal obstacles, and it continued to offer no analysis of the necessity of this immunity for completion of the transaction.
The unions filed petitions to this court. They claim that ICC exceeded its authority by unjustifiably waiving the Railway Labor Act and the Interstate Commerce Act labor protection conditions.
II. Threshold Issues
Before reaching the statutory issues, we must consider two threshold issues: timeliness and issue preclusion.
A. Timeliness
ICC and the four intervening railroads argue that the unions are barred because their appeal is not timely. We disagree.
The timeliness dispute turns on the interpretation to be given various Commission actions. The jurisdictional statute permits judicial review if an appeal of a final order is filed within 60 days. 28 U.S.C. § 2344 (1982). The railroads and ICC contend that ICC’s final order on crew selection prerogatives issued on October 20, 1982 (the decision giving general approval for the UP/MP consolidation, subject to the grant of trackage rights to D&RGW and MKT). They argue that the unions’ appeals for clarification in April 1983 (resulting in the May 1983 decision) and May 1983 (resulting in the October 1983 decision) are entitled to no weight because those ICC decisions were merely procedural refusals to reopen a matter decided in the October 1982 order.
The railroads and ICC rely heavily on Nat’l Bank of Davis v. Office of Comptroller of Currency, 725 F.2d 1390 (D.C.Cir.1984) (per curiam). In that case the court ruled that a petition for review was not timely when petitioner took no action during the statutory time period of 30 days, asked the agency to reconsider two months after the decision, and sought to invoke the court’s jurisdiction by filing a petition for judicial review within 30 days after the agency denied the petition for reconsideration. The railroads and ICC argue that, similarly, in the case on appeal, the unions seek to make their petition timely by dating the time period for judicial review only from the procedural refusal to reopen a previous proceeding.
Their reliance on Davis is misplaced. As this court observed some time *318ago in Investment Company Institute v. Board of Gov. of FRS, 551 F.2d 1270, 1281-1282 (D.C.Cir.1977), and very recently in Eaqle-Picher Industries, Inc. v. EPA, 759 F.2d 905, 912, 915 (D.C.Cir.1985) time limits on review may, in exceptional circumstances, be “excused” when an issue is not ripe for review during the statutory period. As we emphasized in Eagle-Picker, petitioners generally are obliged to seek judicial determination of the ripeness of their claims during the statutory period. “In general, we will refuse to hypothesize whether, in retrospect, a claim would have been deemed ripe for review had it been brought during the statutory period, in order to save an untimely claim.” 759 F.2d at 909. However, we specifically noted that “[ejxceptions occasionally may be justified in the light of changed circumstances giving rise to a new cause of action beyond the statutory period for review; compelling case precedent that makes it clear beyond doubt that the claim was not ripe during the statutory period; or clear evidence that a failure to consider a petitioner’s claims would work a manifest injustice.” Id.
The instant case clearly presents a situation in which the petitioners’ claim ripened after the expiration of the statutory period due to changed circumstances resulting from a misleading statement of position by ICC. The petitioners had no notice of their present claim until after ICC denied their petition for clarification and reconsideration thereof. In its initial decision, the ICC specifically said that the statutory labor protection conditions would apply and, thus, it would have been premature for the unions to have claimed that the conditions were being violated. The Commission and the railroads argue that the trackage applications specifically noted that D & RGW might, and MKT would, use their own crews, and thus there was no ripeness problem. However, those applications were bounded by ICC’s general pronouncement that the labor protection conditions would not be violated. As soon as it became apparent that MKT intended to use its own crews, the unions petitioned ICC for clarification of the application of the labor protection conditions. The issue did not become ripe for judicial review until the Commission had specified that crew selection was exempt from all otherwise applicable legal requirements.3
Nor can it be claimed that the petition should be barred because it was not filed within 60 days after the May decision. For the Commission then undertook extensive review and issued a lengthy opinion in October. If the motion for reconsideration is filed within the statutorily prescribed review period, the time limitation tolls until the agency issues its final decision on the motion for reconsideration, see Outland v. CAB, 284 F.2d 224 (D.C.Cir.1960); Davis, supra, 725 F.2d at 1391 n. 5, and it is tolled while the agency is giving full consideration to the issues presented for judicial review, see Nat’l Insulation Transportation Committee v. ICC, 683 F.2d 533, 543 n. 17 (D.C.Cir.1982).
The railroads and the Commission also claim that the petition should be barred as untimely because ICC clarified its policy on crew assignment in decisions issued on November 24, 1982 and January 18, 1983. At that time D&RGW had not exercised its option to use its own crews; the Atchison, Topeka & Santa Fe Railway was protesting its use of MP crews as *319anticompetitive. In its decisions ICC noted that D&RGW had the option of using its own crews. The argument that this statement should have put the unions on notice is unconvincing: nothing suggested that ICC had changed its view that the general labor protection conditions would apply in full force. The dispute is not over whether the railroads could use their own crews; it is whether they could use their own crews subject to the requirements of the labor protection conditions. Before May 1983 the Commission never suggested that D&-RGW and MKT could use their own crews without observing the basic labor protection conditions. And before the railroads refused to negotiate in early 1983 the unions had no reason to appeal to the Commission for clarification. Thus the November 1982 and January 1983 decisions should not stand as a bar: although those decisions suggested that the railroads could use their own crews, ICC did not suggest that they could do so without observing the basic labor protection conditions.
Finally, pointing to the principle that parties should raise their objections in administrative proceedings, United States v. L.A. Tucker Truck Lines, 344 U.S. 33, 73 S.Ct. 67, 97 L.Ed. 54 (1952), the railroads and ICC claim that the unions should have raised their objection in the October 1982 proceeding. However, in the administrative proceedings the unions did argue for vigorous labor protections, 366 ICC at 621-622. As discussed, it was not until the May decision that the unions should have realized that the labor protection conditions would not be fully applicable to crew selection.
B. Issue Preclusion
MKT raises an additional threshold objection. It claims that the crew selection issues were decided in the opinion accompanying the Missouri District Court’s injunction prohibiting UTU from striking, see Missouri Pacific R. Co. v. United Transportation Union, supra, 580 F.Supp. 1490, appeal pending, and that issue preclusion prevents this court from reaching the issues. This argument is frivolous. Despite broad dicta, the District Court recognized that it had no power to consider the validity of ICC orders. See id. at 1502 (“The United States Courts of Appeals are vested with exclusive jurisdiction to determine the validity of orders of the ICC.”). Thus there can be no preclusive effects on this court’s review of the validity of the ICC order. See 18 C. Wright, A. Miller & E. Cooper, Federal Practice and Procedure § 4420 (1981) (“The fundamental rationale of issue preclusion dictates the clearly settled requirement that it be limited to matters that have been actually decided.”).
We thus reject the threshold objections and turn to the merits of the unions’ contentions.
III. Statutory Issues
The unions raise two statutory arguments: (1) ICC offered no inkling of a justification for the view that waiving the Railway Labor Act with respect to crew assignment was necessary to effectuate the transaction, and (2) the Interstate Commerce Act labor protection conditions (49 U.S.C. § 11347) may not be waived because the labor protection section specifically qualifies ICC’s consolidation approval authority (49 U.S.C. § 11341). We find the first argument decisive.
The unions claim that ICC has wholly failed to justify the necessity for waiving the Railway Labor Act’s applicability to the crew selection issue. The Commission claims that no such justification is necessary.
Although an agency receives deference in interpreting its organic statute, the agency’s authority is not unbounded. Bureau of Alcohol, Tobacco & Firearms v. FLRA, 464 U.S. 89, - & n. 8, 104 S.Ct. 439, 444 & n. 8, 78 L.Ed.2d 195 (1983). In reviewing an agency’s interpretation we must consider whether it is within the delegation to the agency envisioned by Congress. State of Montana v. Clark, 749 F.2d 740, 744-747 (D.C.Cir.1984). Our analysis must begin with the language of Congress. “If the intent of Congress is clear, that is the end of the matter; for the *320court, as well as the agency, must give effect to the unambiguously expressed intent of Congress.” Chevron, U.S.A., Inc. v. Natural Resources Defense Council, Inc., — U.S. -, -, 104 S.Ct. 2778, 2782, 81 L.Ed.2d 694 (1984).
The statutory language dictates that the Commission’s exemption authority applies only “as necessary” to allow transactions to occur. 49 U.S.C. § 11341(a). Congress has given ICC broad powers to immunize transactions from later legal obstacles, but this delegation by Congress is explicitly qualified by a necessity component. The statute thus requires that the exemption authority operate according to necessity, not according to whim or caprice.
This statutory limit on the Commission’s authority creates certain responsibilities for ICC. In exercising its waiver authority ICC must do more than shake a wand to make a law go away. It must supply a reasoned basis for that exercise of its statutory authority.4
This necessity component of ICC’s waiver authority has not frequently arisen in the case law. In part this is because, in many of the ICC waiver authority cases, the necessity for the waiver is clear; the battle is fought over whether the waiver and transaction are in the public interest. See, e.g., United States v. ICC, supra, 396 U.S. 491, 90 S.Ct. 708, 24 L.Ed.2d 700. However, ample precedent supports the view that the Commission must supply some basis for a necessity determination before the exemption authority applies. In one line of cases the Supreme Court has assumed that ICC may waive state laws only if those state laws pose an obstacle to the transaction. See Callaway v. Benton, 336 U.S. 132, 140-141, 69 S.Ct. 435, 440-441, 93 L.Ed. 553 (1949) (waiver authority applies to “state laws interposing obstacles in the path of otherwise lawful plans of reorganization”); Seaboard Air Line R. Co. v. Daniel, 333 U.S. 118, 126, 68 S.Ct. 426, 430, 92 L.Ed. 580 (1948); Texas v. United States, 292 U.S. 522, 534-535, 54 S.Ct. 819, 825, 78 L.Ed. 1402 (1934).5 Furthermore, the Supreme Court has stressed that the words of ICC’s approval authority section must be carefully scrutinized to ensure that ICC does not exceed its statutory powers, County of Marin v. United States, 356 U.S. 412, 78 S.Ct. 880, 2 L.Ed.2d 879 (1958), and that ICC’s approval authority, though broad, is ultimately reviewable as an exercise of reasoned decisionmaking. See United States v. ICC, supra; Seaboard Air Line R. Co. v. United States, 382 U.S. 154, 86 S.Ct. 277, 15 L.Ed.2d 223 (1965); Minneapolis & St. Louis R. Co. v. United States, 361 U.S. 173, 80 S.Ct. 229, 4 L.Ed.2d 223 (1959); McLean Trucking Co. v. United States, 321 U.S. 67, 64 S.Ct. 370, 88 L.Ed. 544 (1944).
Other courts have also emphasized that there must be a basis in the record for the conclusion that the statutory waiver is necessary to the transaction. In City of Palestine, Texas v. United States, 559 F.2d 408 (5th Cir.1977), cert. denied, 435 U.S. *321950, 98 S.Ct. 1576, 55 L.Ed.2d 800 (1978), the Fifth Circuit provided an extensive analysis of this necessity problem. In vacating ICC’s determination that it had waived certain contractual obligations the court stressed: “The ICC exceeds the scope of its authority when it voids contracts that are not germane' to the success of the approved * * * transaction. In its grant of approval authority, Congress did not issue the ICC a hunting license for state laws and contracts that limit a railroad’s efficiency unless those laws or contracts interfered with carrying out an approved merger.” Id. at 414 (emphasis added). Similarly, in an earlier case the Fifth Circuit noted that ICC approval of a carrier’s plans did not automatically remove the requirements of the Railway Labor Act and the Norris-LaGuardia Act. Texas & New Orleans R. Co. v. Bhd of Railroad Trainmen, 307 F.2d 151 (5th Cir.1962), cert. denied, 371 U.S. 952, 83 5.Ct. 508, 9 L.Ed.2d 500 (1963). See also Interstate Investors, Inc. v. Transcontinental Bus System, Inc., 310 F.Supp. 1053, 1068 (S.D.N.Y.1970) (court must determine whether waiver of antitrust laws is “necessary” to completion of transaction).6
With these principles in mind, the current dispute comes clearly into focus. ICC claims that the Railway Labor Act was a “law” appropriately waived in the exercise of its exclusive authority. ICC’s analysis of the necessity for waiving the Railway Labor Act, however, is virtually nonexistent, both in the 1982 decision and in the 1983 decisions. In the 1982 decision ICC never offered a word about waiving the Railway Labor Act with respect to the crew assignment in the trackage rights, much less the necessity for doing so. As noted, it merely approved the trackage applications and specified that the labor protection conditions applied in full. In the 1983 decisions ICC continued to give no necessity justification for the waiver of the Railway Labor Act. It claimed that “[t]he terms of section 11341 immunizing an approved transaction from any other laws are self-executing and there is no need for us expressly to order or to declare that a carrier is specifically relieved from certain restraints.” ICC Decision of October 25, 1983, JA 163. In its proceedings, then, the Commission did not give a shred of reasoning to support its view that completion of the transactions required shielding crew selection from the Railway Labor Act.7
ICC’s complete failure to justify the necessity for waiving the Railway Labor Act *322respecting crew selection is especially conspicuous in light of evidence suggesting that the issue would not interfere with the trackage rights. First, the Commission specifically left the question of trackage ■compensation open to later negotiation between the railroads, 366 ICC at 589-590; it never suggested why the question of crew selection was somehow so much more necessary to fruition of the transaction that normal Railway Labor Act procedures could not apply to the issue of crew selection. Second, ICC noted that MKT might find it necessary to use more crews than it suggested in its application, 366 ICC at 569-570; again, the Commission never suggested why the question of crew selection was so much more necessary to fruition of the transaction. On both of these issues, then, the Commission expressed a willingness to leave subsidiary trackage issues to later determination. Finally, the Denver & Rio Grande operated for some months with existing Missouri Pacific crews, and there has been no suggestion that the trackage rights were somehow frustrated as a result.8
In short, ICC has given no justification for a view that waiver of the Railway Labor Act is necessary to effectuate the transactions at issue. Indeed, the evidence in the record strongly suggests the contrary conclusion. The Commission therefore exceeded its authority when it claimed to have waived the Railway Labor Act regarding crew selection.
In view of this disposition, it is unnecessary to reach the second statutory issue— whether ICC may ever waive the labor protection condition section (§ 11347) through the exercise of the exemption authority (§ 11341(a)). That issue turns on whether Section 11347 is viewed as a “law” that may be appropriately waived, or as a specific qualification on the exemption authority itself. We note only that the Commission has completely failed to show any conflict between these two sections of the Interstate Commerce Act, which we assume were meant to be read in concert rather than in conflict, and we need not comment on the unlikely event that the two sections may pose a genuine conflict in some later case.9
We thus vacate the 1983 orders and remand the case to the Commission. The Commission is not empowered to rely mechanically on its approval of the underlying transaction as justification for the denial of a statutory right. On remand, to exercise its exemption authority, the Commission must explain why termination of the asserted right to participate in crew selection is necessary to effectuate the pro-competitive purpose of the grant of trackage rights or some other purpose sufficiently related to the transaction. Until such a finding of necessity is made, the provisions of the Railway Labor Act and the Interstate Commerce Act remain in force.
So ordered.
. Western Pacific Railroad Company was also involved in the consolidation, but its role is not relevant to these petitions.
. "Trackage rights” give one railroad the right to run its trains over another railroad’s tracks. Indisputably, trackage rights are “ ‘subject to * * specific negotiations,’ ’’ dissent at 734. They are also subject to governing statutes and to the conditions of the Commission’s approval, including the imposition of general labor protection conditions.
. The dissent’s extended timeliness objection rests on a single, mistaken assumption: ’’Though these labor protections were held to be applicable in general, * * * they were to be inapplicable to the crew selection issue since the crew selection provisions constituted part of the trackage rights applications approved by the final order of the Commission.” Dissent at 727. Unfortunately, not one word of ICC’s October 1982 decision suggested that its unequivocal commitment to labor protection conditions was somehow "inapplicable to the crew selection issue." From all appearances, ICC’s imposition of labor protection conditions qualified its approval of the crew selection applications, rather than the reverse. Therein lies the nub of this case and the reason why petitioners’ claim was, in fact, not ripe until ICC modified that earlier commitment in the proceedings at issue.
. This is not to say that the ICC must enumerate every legal obstacle that is waived in its approval. Such a requirement might undermine the approval authority’s purpose of "facilitating] merger and consolidation in the national transportation system,” County of Marin v. United States, 356 U.S. 412, 416, 78 S.Ct. 880, 883, 2 L.Ed.2d 879 (1958), because some legal obstacles to fruition of the transaction may not be entirely foreseeable at the time of approval. But ICC’s decisionmaking process, either in the approval or in a later proceeding, must reveal evidence supporting a conclusion that waiver of a particular legal obstacle is necessary to effectuate the transaction.
. Schwabacher v. United States, 334 U.S. 182, 68 S.Ct. 958, 92 L.Ed. 1305 (1948), also supports this analysis. As the Fifth Circuit has explained, "In Schwabacher * * * the insistence on further compensation by preferred stockholders of a merging company exceeded the compensation found just and reasonable in the ICC’s approved plan of merger. In each of these [Supreme Court] cases the voided state-related provision impinged upon the effectuation of the transaction. * * * In all of the cases approving the ICC’s nullifications of state law, the laws stood in the way of the approved transaction." City of Palestine, Texas v. United States, 559 F.2d 408, 414-415 (5th Cir.1977) (emphasis added), cert. denied, 435 U.S. 950, 98 S.Ct. 1576, 55 L.Ed.2d 800 (1978).
. ICC relies on Bhd of Locomotive Engineers v. Chicago & Northwestern R. Co., 314 F.2d 424 (8th Cir.), cert. denied, 375 U.S. 819, 84 S.Ct. 55, 11 L.Ed.2d 53 (1963), to support its position. In that case the Eighth Circuit affirmed an ICC order approving a railroad-union labor agreement and specified that the Railway Labor Act would not apply. The government claims that C&NW stands for the proposition that the immunity is automatic and requires no finding of necessity. However, C&NW fails to carry the day for several reasons. First, C&NW itself recognized that immunity attached only to obstacles that would frustrate fruition of the merger. Id. at 432. Second, C&NW distinguished, but did not disagree with, Texas & New Orleans R. Co. v. Bhd of Railroad Trainmen, 307 F.2d 151 (5th Cir.1962), cert. denied, 371 U.S. 952, 83 S.Ct. 508, 9 L.Ed.2d 500 (1963). 314 F.2d at 433. And third, C&NW was explicitly limited to its facts. Id. at 434. C&NW did say that no statement of necessity was required. Id. at 432. To the extent that C&NW may be read to say that ICC need supply no basis for the necessity determination, we find the interpretation ill-conceived and reject it.
. ICC points to its October decision statement that ‘‘[t)he approval confers self-executing immunity on all material terms of the agreement from all other law to the extent necessary to permit implementation of the agreement,” ICC Decision of Oct. 25, 1983 at 15, JA 171. It then claims that this reference to "material terms” provides a sufficient basis for immunity because crew selection was a "material term” of the trackage rights transaction. However, merely stating in totally conclusory terms that something is a "material term” is inadequate to provide the basis for the conclusion that waiver is necessary to fruition of the transaction, as § 11341(a) requires. We do not, as the dissent suggests, "attempt! 1 to disregard" this statement. Dissent at 735. Rather, we search in vain for the articulated, rational explanation of this purported finding that elementary principles of reasoned decisionmaking clearly demand. Burlington Truck Lines, Inc. v. United States, 371 U.S. 156, 168, 83 S.Ct. 239, 245, 9 L.Ed.2d 207 (1962).
. The dissent’s vehement protestations about the "pro-competitive purpose” of the trackage rights approval are wide of the mark. For the question is whether the issue of crew selection somehow goes to that "pro-competitive purpose." ICC has never given the faintest hint of a reasoned explanation why crew selection is so essential to that purpose that the otherwise applicable provisions of the Railway Labor Act must be waived. Indeed, as discussed above, the evidence in the record indicates otherwise.
. The unions have argued that the Railway Labor Act and § 11347 rights are largely coextensive in this case, and we thus view the Railway Labor Act argument as dispositive. To the extent that there is a meaningful difference between the Railway Labor Act and § 11347 protections, the unions have not argued it, and we need not address the issue. In any event, we note that our decision vacates the ICC decisions in their entirety.