source: Caselaw Access Project

author: Justice Kennedy Justice Stevens,

license: Public Domain

text:
    NORFOLK & WESTERN RAILWAY CO. et al. v. AMERICAN TRAIN DISPATCHERS’ ASSOCIATION et al.
    No. 89-1027.
    Argued December 3, 1990
    Decided March 19, 1991

      Kennedy, J., delivered the opinion of the Court, in which Rehnquist, C. J., and White, Blackmun, O’Connor, Scalia, and Souter, JJ., joined. Stevens, J., filed a dissenting opinion, in which Marshall, J., joined, post, p. 134.

      Jeffrey S. Berlin argued the cause for petitioners in both cases. With him on the briefs for petitioners in No. 89-1027 were Mark E. Martin and William P. Stallsmith, Jr. James S. Whitehead, Nicholas S. Yovanovic, and James D. Tomola filed briefs for petitioner in No. 89-1028.

      Jeffrey S. Minear argued the cause for the federal respondents in support of petitioners in both cases pursuant to this Court’s Rule 12.4. On the briefs were Acting Solicitor General Roberts, Deputy Solicitor General Shapiro, Lawrence S. Robbins, RobeH S. Burk, Henri F. Rush, and John J. McCarthy, Jr.

      William G. Mahoney argued the cause for the union respondents in both cases. With him on the brief was John O’B. Clarke, Jr.

      Together with No. 89-1028, CSX Transportation, Inc. v. Brotherhood of Railway Carmen et al., also on certiorari to the same court.

        Richard T. Comvay, Ralph J. Moore, Jr., D. Eugenia Langan, and David P. Lee filed a brief for the National Railway Labor Conference as amicus curiae urging reversal.

   Justice Kennedy

delivered the opinion of the Court.

The Interstate Commerce Commission has the authority to approve rail carrier consolidations under certain conditions. 49 U. S. C. § 11301 et seq. A carrier in an approved consolidation “is exempt from the antitrust laws and from all other law, including State and municipal law, as necessary to let [it] carry out the transaction . . . § 11341(a). These cases require us to decide whether the carrier’s exemption under § 11341(a) “from all other law” extends to its legal obligations under a collective-bargaining agreement. We hold that it does.

I

A

“Prior to 1920, competition was the desideratum of our railroad economy.” St. Joe Paper Co. v. Atlantic Coast Line R. Co., 347 U. S. 298, 315 (1954). Following a period of Government ownership during World War I, however,“many of the railroads were in very weak condition and their continued survival was in jeopardy.” Ibid. At that time, the Nation made a commitment to railroad carrier consolidation as a means of promoting the health and efficiency of the railroad industry. Beginning with the Transportation Act of 1920, ch. 91, 41 Stat. 456, “consolidation of the railroads of the country, in the interest of economy and efficiency, became an established national policy ... so intimately related to the maintenance of an adequate and efficient rail transportation system that the ‘public interest’ in the one cannot be dissociated from that in the other.” United States v. Lowden, 308 U. S. 225, 232 (1939). See generally St. Joe Paper Co. v. Atlantic Coast Line R. Co., supra, at 315-321.

Chapter 113 of the Interstate Commerce Act, recodified in 1978 at 49 U. S. C. § 11301 et seq., contains the current statement of this national policy. The Act grants the Interstate Commerce Commission exclusive authority to examine, condition, and approve proposed mergers and consolidations of transportation carriers within its jurisdiction. § 11343(a)(1). The Act requires the Commission to “approve and authorize” the transactions when they are “consistent with the public interest.” § 11344(c). Among the factors the Commission must consider in making its public interest determination are “the interests of carrier employees affected by the proposed transaction.” § 11344(b)(1)(D). In authorizing a merger or consolidation, the Commission “may impose conditions governing the transaction.” § 11344(c). Once the Commission approves a transaction, a carrier is “exempt from the antitrust laws and from all other law, including State and municipal law, as necessary to let [it] carry out the transaction.” § 11341(a).

When a proposed merger involves rail carriers, the Act requires the Commission to impose labor-protective conditions on the transaction to safeguard the interests of adversely affected railroad employees. § 11347. In New York Dock Railway—Control—Brooklyn Eastern Dist. Terminal, 360 I. C. C. 60, 84-90, aff’d sub nom. New York Dock Railway v. United States, 609 F. 2d 83 (CA2 1979), the Commission announced a comprehensive set of conditions and procedures designed to meet its obligations under §11347. Section 2 of the New York Dock conditions provides that the “rates of pay, rules, working conditions and all collective bargaining and other rights, privileges and benefits . . . under applicable laws and/or existing collective bargaining agreements . . . shall be preserved unless changed by future collective bargaining agreements.” 360 I. C. C., at 84. Section 4 sets forth negotiation and arbitration procedures for resolution of labor disputes arising from an approved railroad merger. Id., at 85. Under §4, a merged or consolidated railroad which plans an operational change that may cause dismissal or displacement of any employee must provide the employee and his union 90 days’ written notice. Ibid. If the carrier and union cannot agree on terms and conditions within 30 days, each party may submit the dispute for an expedited “final, binding and conclusive” determination by a neutral arbitrator. Ibid. Finally, the New York Dock conditions provide affected employees with up to six years of income protection, as well as reimbursements for moving costs and losses from the sale of a home. See id., at 86-89 (§§5-9, 12).

B

The two cases before us today involve separate ICC orders exempting parties to approved railway mergers from the provisions of collective-bargaining agreements.

1. In No. 89-1027, the Commission approved an application by NWS Enterprises, Inc., to acquire control of two previously separate rail carriers, petitioners Norfolk and Western Railway Company (N&W) and Southern Railway Company (Southern). See Norfolk Southern Corp.—Control—Norfolk & W. R. Co. and Southern R. Co., 366 I. C. C. 173 (1982). In its order approving control, the Commission imposed the standard Neto York Dock labor-protective conditions and noted the possibility that “further displacement [of employees] may arise as additional coordinations occur.” 366 I. C. C., at 230-231.

In September 1986, this possibility became a reality. The carriers notified the American Train Dispatchers’ Association, the bargaining representative for certain N&W employees, that they proposed to consolidate all “power distribution” — the assignment of locomotives to particular trains and facilities — for the N&W-Southern operation. To effect the efficiency move, the carriers informed the union that they would transfer work performed at the N&W power distribution center in Roanoke, Virginia, to the Southern center in Atlanta, Georgia. The carriers proposed an implementing agreement in which affected N&W employees would be made management supervisors in Atlanta, and would receive increases in wages and benefits in addition to the relocation expenses and wage protections guaranteed by the New York Dock conditions. The union contended that this proposal involved a change in the existing collective-bargaining agreement that was subject to mandatory bargaining under the Railway Labor Act (RLA), 44 Stat. 577, as amended, 45 U. S. C. § 151 et seq. The union also maintained that the carriers were required to preserve the affected employees’ collective-bargaining rights, as well as their right to union representation under the RLA.

Pursuant to § 4 of the New York Dock procedures, the parties negotiated concerning the terms of the implementing agreement, but they failed to resolve their differences. As a result, the carriers invoked the New York Dock arbitration procedures. After a hearing, the arbitration committee ruled in the carriers’ favor. The committee noted that the transfer of work to Atlanta was an incident of the control transaction approved by the ICC, and that it formed part of the “additional coordinations” the ICC predicted would be necessary to achieve “greater efficiencies.” The committee also held it had the authority to abrogate the provisions of the collective-bargaining agreement and of the RLA as necessary to implement the merger. Finally, it held that because the application of the N&W bargaining agreement would impede the transfer, the transferred employees did not retain their collective-bargaining rights.

The union appealed to the Commission, which affirmed by a divided vote. It explained that “[i]t has long been the Commission’s view that private collective bargaining agreements and [Railway Labor Act] provisions must give way to the Commission-mandated procedures of section 4 [of the New York Dock conditions] when parties are unable to agree on changes in working conditions required to implement a transaction authorized by the Commission.” App. to Pet. for Cert, in No. 89-1027, p. 33a. Accordingly, the Commission upheld the arbitration committee’s determination that the “compulsory, binding arbitration required by Article I, section 4 of New York Dock, took precedence over RLA procedures whether asserted independently or based on existing collective bargaining agreements.” Id., at 35a. The Commission also held that because the work transfer was incident to the approved merger, it was “immunized from conflicting laws by section 11341(a).” Ibid. Noting that “Composition of the collective bargaining agreement would jeopardize the transaction because the work rules it mandates are inconsistent with the carriers’ underlying purpose of integrating the power distribution function,” the Commission upheld the decision to override the collective-bargaining agreement and RLA provisions. Id., at 37a.

2. In No. 89-1028, the Commission approved an application by CSX Corporation to acquire control of the Chessie System, Inc., and Seaboard Coastline Industries, Inc. CSX Corp. —Control—Chessie System, Inc., and Seaboard Coastline Industries, Inc., 363 I. C. C. 521 (1980). Chessie was the parent of the Chesapeake and Ohio Railway Company and the Baltimore and Ohio Railway Company; Seaboard was the parent of the Seaboard Coast Line Railroad Company. In approving the control acquisition, the Commission imposed the New York Dock conditions and recognized that “additional coordinations may occur that could lead to further employee displacements.” 363 I. C. C., at 589.

In August 1986, the consolidated carrier notified respondent Brotherhood of Railway Carmen that it planned to close Seaboard’s heavy freight car repair shop at Waycross, Georgia, and transfer the Waycross employees to Chessie’s similar shop in Raceland, Kentucky. The carrier informed the Brotherhood that the proposed transfer would result in a net decrease of jobs at the two shops. Pursuant to New York Dock, the carrier and the union negotiated concerning the terms of an agreement to implement the transfer. The sticking point in the negotiations involved a 1966 collective-bargaining agreement between the union and Seaboard known as the “Orange Book.” The Orange Book provided that the carrier would employ each covered employee and maintain each employee’s work conditions and benefits for the remainder of the employee’s working life. The Brotherhood contended that the Orange Book prevented CSX from moving work or covered employees from Waycross to Raceland.

When negotiations broke down, both the union and the carrier invoked the arbitration procedures under §4 of New York Dock. The arbitration committee ruled for the carrier. It agreed with the union that the Orange Book prohibited the proposed transfer of work and employees. It determined, however, that it could override any Orange Book or RLA provision that impeded an operational change authorized or required by the ICC’s decision approving the original merger. The committee then held that the carrier could transfer the heavy repair work, which it found necessary to the original control acquisition, but could not transfer employees protected by the Orange Book, which it found would only slightly impair the original control acquisition. Both parties appealed the award to the Commission.

A divided Commission affirmed in part and reversed in part. The Commission agreed the committee possessed authority to override collective-bargaining rights and RLA rights that prevent implementation of a proposed transaction. It reasoned, however, that “[ijmposition of an Orange Book employee exception would effectively prevent implementation of the proposed transaction.” CSX Corp.—Control—Chessie System, Inc. and Seaboard Coast Line Industries, Inc., 4 I. C. C. 2d 641, 650 (1988). The Commission thus affirmed the arbitration committee’s order permitting the transfer of work but reversed the holding that the carriers could not transfer Orange Book employees.

3. The unions appealed both cases to the United States Court of Appeals for the District of Columbia Circuit. The Court of Appeals considered the cases together and reversed and remanded to the Commission. Brotherhood of Railway Carmen v. ICC, 279 U. S. App. D. C. 239, 880 F. 2d 562 (1989). The court held that § 11341(a) does not authorize the Commission to relieve a party of collective-bargaining agreement obligations that impede implementation of an approved transaction. The court stated various grounds for its conclusion. First, because the court did not read the phrase “all other law” in § 11341(a) to include “all legal obstacles,” it found “no support in the language of the statute” to apply the statute to obligations imposed by collective-bargaining agreements. Id., at 244, 880 F. 2d, at 567. Second, the court analyzed the Transportation Act of 1920, ch. 91, §407, 41 Stat. 482, which contained a predecessor to § 11341(a), and found that Congress “did not intend, when it enacted the immunity provision, to override contracts.” 279 U. S. App. D. C., at 247, 880 F. 2d, at 570. The court noted that Congress had “focused nearly exclusively ... on specific types of laws it intended to eliminate — all of which were positive enactments, not common law rules of liability, as on a contract.” Ibid. The court further noted that Congress had often revisited the immunity provision without making it clear that it included contracts or collective-bargaining agreements. Ibid. Finally, the court did not defer to the ICC’s interpretation of the Act, presumably because it determined that the Commission’s interpretation was belied by the contrary “ ‘unambiguously expressed intent of Congress,’” id., at 244, 880 F. 2d, at 567 (quoting Chevron U. S. A. Inc. v. Natural Resources Defense Council, Inc., 467 U. S. 837, 843 (1984)).

In ruling that § 11341(a) did not apply to collective-bargaining agreements, the court “decline[d] to address the question” whether the section could operate to override provisions of the RLA. Brotherhood of Railway Carmen, supra, at 247-250, 880 F. 2d, at 570-573. It also declined to consider whether the labor-protective conditions required by § 11347 are exclusive, or whether §4 of the New York Dock conditions gives an arbitration committee the right to override provisions of a collective-bargaining agreement. 279 U. S. App. D. C., at 250, 880 F. 2d, at 573. The court remanded the case to the Commission for a determination on these issues.

After the Court of Appeals denied the carriers’ petitions for rehearing, the carriers in the consolidated cases filed petitions for certiorari, which we granted on March 26, 1990. 494 U. S. 1055. We now reverse.

HH

Title 49 U. S. C. § 11341(a) provides:

"... 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. ...”

We address the narrow question whether the exemption in § 11341(a) from “all other law” includes a carrier’s legal obligations under a collective-bargaining agreement.

By its terms, the exemption applies only when necessary to carry out an approved transaction. These predicates, however, are not at issue here, for the Court of Appeals did not pass on them and the parties do not challenge them. For purposes of this decision, we assume, without deciding, that the Commission properly considered the public interest factors of § 11344(b)(1) in approving the original transaction, that its decision to override the carriers’ obligations is consistent with the labor-protective requirements of § 11347, and that the override was necessary to the implementation of the transaction within the meaning of § 11341(a). Under these assumptions, we hold that the exemption from “all other law” in § 11341(a) includes the obligations imposed by the terms of a collective-bargaining agreement.

As always, we begin with the language of the statute and ask whether Congress has spoken on the subject before us. “If the intent of Congress is clear, that is the end of the matter; for the court, as well as the agency, must give effect to the unambiguously expressed intent of Congress.” Chevron, 467 U. S., at 842-843. The contested language in § 11341(a), exempting carriers from “the antitrust laws and all other law, including State and municipal law,” is clear, broad, and unqualified. It does not admit of the distinction the Court of Appeals drew, based on its analysis of legislative history, between positive enactments and common-law rules of liability. Nor does it support the Court of Appeals’ conclusion that Congress did not intend the immunity clause to apply to contractual obligations.

By itself, the phrase “all other law” indicates no limitation. The circumstance that the phrase “all other law” is in addition to coverage for “the antitrust laws” does not detract from this breadth. There is a canon of statutory construction which, on first impression, might seem to dictate a different result. Under the principle of ejusdem generis, when a general term follows a specific one, the general term should be understood as a reference to subjects akin to the one with specific enumeration. See Arcadia v. Ohio Power Co., 498 U. S. 73, 84-85 (1990). The canon does not control, however, when the whole context dictates a different conclusion. Here, there are several reasons the immunity provision cannot be interpreted to apply only to antitrust laws and similar statutes. First, because “[rjepeals of the antitrust laws by implication from a regulatory statute are strongly disfavored,” United States v. Philadelphia Nat. Bank, 374 U. S. 321, 350 (1963), Congress may have determined that it should make a clear and separate statement to include antitrust laws within the general exemption of § 11341(a). Second, the otherwise general term “all other law” “includes]” (but is not limited to) “State and municipal law.” This shows that “all other law” refers to more than laws related to antitrust. Also, the fact that “all other law” entails more than “the antitrust laws,” but is not limited to “State and municipal law,” reinforces the conclusion, inherent in the word “all,” that the phrase “all other law” includes federal law other than the antitrust laws. In short, the immunity provision in § 11341 means what it says: A carrier is exempt from all law as necessary to carry out an ICC-approved transaction.

The exemption is broad enough to include laws that govern the obligations imposed by contract. “The obligation of a contract is ‘the law which binds the parties to perform their agreement.’” Home Building & Loan Assn. v. Blaisdell, 290 U. S. 398, 429 (1934) (quoting Sturges v. Crowninshield, 4 Wheat. 122, 197 (1819)). A contract depends on a regime of common and statutory law for its effectiveness and enforcement.

“Laws which subsist at the time and place of the making of a contract, and where it is to be performed, enter into and form a part of it, as fully as if they had been expressly referred to or incorporated in its terms. This principle embraces alike those laws which affect its construction and those which affect its enforcement or discharge.” Farmers and Merchants Bank of Monroe v. Federal Reserve Bank of Richmond, 262 U. S. 649, 660 (1923).

A contract has no legal force apart from the law that acknowledges its binding character. As a result, the exemption in § 11341(a) from “all other law” effects an override of contractual obligations, as necessary to carry out an approved transaction, by suspending application of the law that makes the contract binding.

Schwabacher v. United States, 334 U. S. 182 (1948), which construed the immediate precursor of § 11341(a), §5(11) of the Transportation Act of 1940, ch. 722, §7, 54 Stat. 908-909, supports this conclusion. In Schwabacher, minority stockholders in a carrier involved in an ICC-approved merger complained that the terms of the merger diminished the value of their shares as guaranteed by the corporate charter and thus “deprived [them] of contract rights under Michigan law . . . 334 U. S., at 188. We explained that the Commission was charged under the Act with passing upon and approving all capital liabilities assumed or discharged by the merged company, and that once the Commission approved a merger in the public interest and on just and reasonable terms, the immunity provision relieved the parties to the merger of “restraints, limitations, and prohibitions of law, Federal, State, or municipal,” as necessary to carry out the transaction. Id., at 194-195, 198. We noted that before approving the merger, the Commission had a duty “to see that minority interests are protected,” and emphasized that any such minority rights were, “as a matter of federal law, accorded recognition in the obligation of the Commission not to approve any plan which is not just and reasonable.” Id., at 201. Once these interests were accounted for, however, “[i]t would be inconsistent to allow state law to apply a liquidation basis [for valuation] to what federal law designates as a basis for continued public service.” Id., at 200. Relying in part on the immunity provision, we held the contract rights protected by state law did not survive the merger agreement found by the Commission to be in the public interest. Id., at 194-195, 200-201. Because the Commission had disclaimed jurisdiction to settle the shareholders’ complaints, we remanded the case to the Commission to ensure that the terms of the merger were just and reasonable. Id., at 202.

Just as the obligations imposed by state contract law did not survive the merger at issue in Schwabacher, the obligations imposed by the law that gives force to the carriers’ collective-bargaining agreements, the RLA, do not survive the merger in this case. The RLA governs the formation, construction, and enforcement of the labor-management contracts in issue here. It requires carriers and employees to make reasonable efforts “to make and maintain” collective-bargaining agreements, 45 U. S. C. § 152 First, and to refrain from making changes in existing agreements except in accordance with RLA procedures, 45 U. S. C. §§152 Seventh, 156. The Act “extends both to disputes concerning the making of collective agreements and to grievances arising under existing agreements.” Slocum v. Delaware, L. & W. R. Co., 339 U. S. 239, 242 (1950). As the law which gives “legal and binding effect to collective agreements,” Detroit & T. S. L. R. Co. v. United Transportation Union, 396 U. S. 142, 156 (1969), the RLA is the law that, under § 11341(a), is superseded when an ICC-approved transaction requires abrogation of collective-bargaining obligations. See ICC v. Locomotive Engineers, 482 U. S. 270, 287 (1987) (Stevens, J., concurring in judgment); Brotherhood of Locomotive Engineers v. Boston & Maine Corp., 788 F. 2d 794, 801 (CA1 1986); Missouri Pacific R. Co. v. United Transportation Union, 782 F. 2d 107, 111 (CA8 1986); Burlington Northern, Inc. v. American Railway Supervisors Assn., 503 F. 2d 58, 62-63 (CA7 1974); Bundy v. Penn Central Co., 455 F. 2d 277, 279-280 (CA6 1972); Nemitz v. Norfolk & Western R. Co., 436 F. 2d 841, 845 (CA6), aff’d, 404 U. S. 37 (1971); Brotherhood of Locomotive Engineers v. Chicago & N. W. R. Co., 314 F. 2d 424 (CA8 1963); Texas & N. O. R. Co. v. Brotherhood of Railroad Trainmen, 307 F. 2d 151, 161-162 (CA5 1962); Railway Labor Executives Assn. v. Guilford Transp. Industries, Inc., 667 F. Supp. 29, 35 (Me. 1987), aff’d, 843 F. 2d 1383 (CA1 1988).

Our determination that § 11341(a) supersedes collective-bargaining obligations via the RLA as necessary to carry out an ICC-approved transaction makes sense of the consolidation provisions of the Act, which were designed to promote “economy and efficiency in interstate transportation by the removal of the burdens of excessive expenditure.” Texas v. United States, 292 U. S. 522, 534-535 (1934). The Act requires the Commission to approve consolidations in the public interest. 49 U. S. C. § 11343(a)(1). Recognizing that consolidations in the public interest will “result in wholesale dismissals and extensive transfers, involving expense to transferred employees” as well as “the loss of seniority rights,” United States v. Lowden, 308 U. S. 225, 233 (1939), the Act imposes a number of labor-protecting requirements to ensure that the Commission accommodates the interests of affected parties to the greatest extent possible. 49 U. S. C. §§ 11344(b)(1)(D), 11347; see also New York Dock Railway-Control—Brooklyn Eastern Dist. Terminal, 360 I. C. C. 60 (1979). Section 11341(a) guarantees that once these interests are accounted for and once the consolidation is approved, obligations imposed by laws such as the RLA will not prevent the efficiencies of consolidation from being achieved. If § 11341(a) did not apply to bargaining agreements enforceable under the RLA, rail carrier consolidations would be difficult, if not impossible, to achieve. The resolution process for major disputes under the RLA would so delay the proposed transfer of operations that any efficiencies the carriers sought would be defeated. See, e. g., Burlington Northern R. Co. v. Maintenance of Way Employes, 481 U. S. 429, 444 (1987) (resolution procedures for major disputes “virtually endless”); Detroit & T. S. L. R. Co. v. United Transportation Union, 396 U. S. 142, 149 (1969) (dispute resolution under RLA involves “an almost interminable process”); Railway Clerks v. Florida East Coast R. Co., 384 U. S. 238, 246 (1966) (RLA procedures are “purposely long and drawn out”). The immunity provision of § 11341(a) is designed to avoid this result.

We hold that, as necessary to carry out a transaction approved by the Commission, the term “all other law” in § 11341(a) includes any obstacle imposed by law. In this case, the term “all other law” in § 11341(a) applies to the substantive and remedial laws respecting enforcement of collective-bargaining agreements. Our construction of the clear statutory command confirms the interpretation of the agency charged with its administration and expert in the field of railroad mergers. We affirm the Commission’s interpretation of § 11341(a), not out of deference in the face of an ambiguous statute, but rather because the Commission’s interpretation is the correct one.

This reading of § 11341(a) will not, as the Court of Appeals feared, lead to bizarre results. Brotherhood of Railway Carmen v. ICC, 279 U. S. App. D. C., at 244, 880 F. 2d, at 567. The immunity provision does not exempt carriers from all law, but rather from all law necessary to carry out an approved transaction. We reiterate that neither the conditions of approval, nor the standard for necessity, is before us today. It may be, as the Commission held on remand from the Court of Appeals, that the scope of the immunity provision is limited by § 11347, which conditions approval of a transaction on satisfaction of certain labor-protective conditions. See n. 2, supra. It also might be true that “[t]he breadth of the exemption [in § 11341(a)] is defined by the scope of the approved transaction . . . .” ICC v. Locomotive Engineers, supra, at 298 (Stevens, J., concurring in judgment). We express no view on these matters, as they are not before us here.

The judgment of the Court of Appeals is reversed, and the cases are remanded for proceedings consistent with this opinion.

It is so ordered.

Justice Stevens,

with whom Justice Marshall joins, dissenting.

The statutory exemption that the Court construes today had its source in § 407 of the Transportation Act of 1920 (1920 Act). 41 Stat. 482. Its wording was slightly changed in 1940, 54 Stat. 908-909, and again in 1978, 92 Stat. 1434. There is, however, no claim that either of those amendments modified the coverage of the exemption in any way. It is therefore appropriate to begin with a consideration of the purpose and the text of the 1920 Act.

Before the First World War, the railroad industry had been the prime target of antitrust enforcement. In 1920, however, Congress adopted a new national transportation policy that expressly favored the consolidation of railroads. The policy of consolidation embodied in the 1920 Act would obviously have been frustrated by the federal antitrust laws had Congress not chosen to exempt explicitly all approved mergers from these laws. Section 407 of that Act provided, in part:

“The carriers affected by any order made under the foregoing provisions of this section . . . shall be, and they are hereby, relieved from the operation of the ‘antitrust laws,’. . . and of all other restraints or prohibitions by law, State or Federal, in so far as may be necessary to enable them to do anything authorized or required by any order made under and pursuant to the foregoing provisions of this section.” 41 Stat. 482.

Both the background and the text of §407 make it absolutely clear that its primary focus was on federal antitrust laws. Sensibly, however, Congress wrote that section using language broad enough to cover any other federal or state law that might otherwise forbid the consummation of any approved merger or prevent the immediate operation of its properties under a new corporate owner. Not a word in the statute, or in its legislative history, contains any hint that the approval of a merger by the Interstate Commerce Commission (ICC) would impair the obligations of valid and otherwise enforceable private contracts.

Given the present plight of our Nation’s railroads, it may be wise policy to give the ICC a power akin to, albeit greater than, that of a bankruptcy court to approve a trustee’s rejection of a debtor’s executory private contracts. Through nothing short of a tour de force, however, can one find any such power in 49 U. S. C. § 11341, or in either of its predecessors. Obviously, consolidated carriers would find it useful to have the ability to disavow disadvantageous long-term leases on obsolete car repair facilities, employment contracts with high salaried executives whose services are no longer needed, as well as collective-bargaining agreements that provide costly job security to a shrinking work force. If Congress had intended to give the ICC such broad ranging power to impair contracts, it would have done so in language much clearer than anything that can be found in the present Act.

The Court’s contrary conclusion rests on its reading of the “plain meaning” of the present statutory text and our decision in Schwabacher v. United States, 334 U. S. 182 (1948). Neither of these reasons is sufficient. Moreover, the Court’s reading is inconsistent with other unambiguous provisions in the statute.

I

With or without the ejusdem generis canon, I believe that the normal reader would assume that the text of § 11341 encompasses the antitrust laws, as well as other federal or state laws, that would otherwise prohibit rail carriers from consummating approved mergers, and nothing more. See ante, at 128. That text contains no suggestion that whenever a criminal law, tort law, or any regulatory measure impedes the efficient operation of a new merged carrier, the carrier can avoid such a restriction by virtue of the ICC approval of that merger. Nor does the text of § 11341 contain any sug-gestión that such an approval would impair the obligation of private contracts. Rather, as both an application of the ejusdem generis canon and an examination of the legislative history show, the purpose of the exemption was to relieve the carriers “from the operation of the antitrust and other restrictive or prohibitory laws.” H. R. Conf. Rep. No. 650, 66th Cong., 2d Sess., 64 (1920) (emphasis added).

The Court speculates that the reason the 1920 Congress explicitly referred to the antitrust laws was simply to avoid the force of the rule that repeals of the antitrust laws by implication are not favored, citing United States v. Philadelphia Nat. Bank, 374 U. S. 321, 350 (1963). In that case, however, the rule was announced in the context of the industry’s argument that federal regulatory approval of a transaction exempted the transaction from the antitrust laws even though the regulatory statute was entirely silent on the subject of exemption. Ibid. The authority cited in the Phila delphia decision to support this rule sheds no light on the question whether a statute creating a broad exemption for mergers would naturally be read to include all statutes that otherwise would have prohibited the consummation of a merger of large rail carriers.

Of greater importance, however, is the Court’s rather remarkable assumption that an exemption “from ‘all other law’ ” should be read to encompass the restraints created by-private contract. Ante, at 129-130. Even if the text of the present Act could bear that reading, it is flatly inconsistent with the text of the 1920 Act, which relieved the participating carriers “from the operation of the ‘antitrust laws’. . . and of all other restraints or prohibitions by law, State or federal . . . .” 41 Stat. 482. Moreover, given the respect that our legal system has always paid to the enforceability of private contracts — a respect that is evidenced by express language in the Constitution itself’ — there should be a powerful presumption against finding an implied authority to impair contracts in a statute that was enacted to alleviate a legitimate concern about the antitrust laws. Had Congress intended to convey the message the Court finds in § 11341, it surely would have said expressly that the exemption was from all restraints imposed by law or by private contract.

HH i — i

In my opinion, the Court’s reliance on the decision in Schwabacher v. United States, 334 U. S. 182 (1948), is misplaced. In that case, the owners of two percent of the outstanding preferred stock of the Pere Marquette Railway brought suit in the United States District Court to set aside an ICC order approving a merger between that corporation and the Chesapeake and Ohio Railway Corporation. In approving the merger, the ICC had found that the market value of plaintiffs’ preferred shares ranged, at different times, from $87 to $99 per share, and that the stock that they received in exchange pursuant to the merger agreement would have realized about $90 and $111 on the same dates. Thus, the terms of the merger, as applied to the plaintiffs’ class, were just and reasonable. Plaintiffs contended, however, that the exchange value of their shares amounted to $172.50 per share because the merger was a “liquidation” as a matter of Michigan law, and the Pere Marquette Charter provided that in the event of liquidation or dissolution, the preferred shareholders were entitled to receive full payment of par value plus all accrued unpaid dividends.

The ICC order approving the merger did not resolve the Michigan law question. The ICC considered the issue too insignificant to affect the validity of the entire transaction, and left the matter for resolution by negotiation or later litigation. On appeal from the District Court’s judgment sustaining the ICC order, this Court held that the ICC’s finding that the exchange value was just and reasonable foreclosed any other claim that the dissenting shareholders might assert concerning the value of their shares. Whatever Michigan law might provide for the preferred shareholders in the event of a winding-up or liquidation could not determine the just and reasonable value of shares in the continuing enterprise. The essence of the Court’s holding is set forth in this passage:

“Since the federal law clearly contemplates merger as a step in continuing the enterprise, it follows that what Michigan law might give these dissenters on a winding-up or liquidation is irrelevant, except insofar as it may be reflected in current values for which they are entitled to an equivalent. It would be inconsistent to allow state law to apply a liquidation basis to what federal law designates as a basis for continued public service. . . .
“We therefore hold that no rights alleged to have been granted to dissenting stockholders by state law provision concerning liquidation survive the merger agreement approved by the requisite number of stockholders and approved by the Commission as just and reasonable. Any such rights are, as a matter of federal law, accorded recognition in the obligation of the Commission not to approve any plan which is not just and reasonable.” Id., at 200-201.

It is true that the effect of the Schwabacher decision was to extinguish whatever contractual rights the dissenting shareholders possessed as a matter of Michigan law. But the Court did require the ICC, on remand, to consider whatever value the Michigan law claims might have in connection with its final conclusion that the merger plan was “just and reasonable.” A fair reading of the entire opinion makes it clear that the holding was based more on the ICC’s “complete control of the capital structure to result from a merger,” id., at 195, than on the exemption at issue in these cases. Schioa-bacher cannot fairly be read as authorizing carriers to renounce private contracts that limit the benefits achievable through the merger.

Ill

There is tension between the Court’s interpretation of the exemption that is now codified in 49 U. S. C. § 11341(a) and the labor-protection conditions set forth in 49 U. S. C. § 11347. The latter section requires an ICC order approving a railroad merger to impose conditions that are “no less protective” of the employees than those established pursuant to the Rail Passenger Service Act, 84 Stat. 1337, as amended, 45 U. S. C. § 565. One of the conditions established by the Secretary of Labor under the latter Act was essentially the same as § 2 of the New York Dock conditions described by the Court, ante, at 120-121. As the Court notes, that condition provides that the benefits protected “‘under applicable laws and/or existing collective bargaining agreements . . . shall be preserved unless changed by future collective bargaining agreements.’” Id., at 121 (citation omitted). This provision unambiguously indicates that Congress intended and expected that collective-bargaining agreements would survive any ICC approved merger.

As I noted in my separate opinion in ICC v. Locomotive Engineers, 482 U. S. 270, 298 (1987), the statutory immunity provision in § 11341 is self-executing and becomes effective at the time of the ICC approval. “The breadth of the exemption is defined by the scope of the approved transaction, and no explicit announcement of exemption is required to make the statute applicable.” Ibid, (footnote omitted). In neither of the cases before the Court today did the ICC approval of the merger purport to modify or terminate any collective-bargaining agreement. The ICC approval orders were entered in 1980 and 1982 and contained no mention of either of the proposed transfers of personnel that are now at issue and about which the union was first notified several years after the ICC orders were entered

“These savings will spring from common-point coordination projects, mechanical and engineering department coordinations, locomotive and car utilization improvements, and internal rerouting efficiencies. Each of these projects is discussed separately below.” Ibid.
In the discussion that followed, the ICC did discuss plans to expand the car production facilities at Raceland, Kentucky, in order to make ears for a member line that had been buying its cars from an independent manufacturer. The ICC found that the applicants had failed to show that the public would derive any benefit from this plan. There was no discussion of the consolidation of that facility by closing Seaboard’s car repair shop in Way-cross, Georgia. Nor did the ICC discuss the consolidation of locomotive works in Norfolk Southern Corp.—Control—Norfolk & W. R. Co. and Southern R. Co., 366 I. C. C. 173 (1982).

I cannot subscribe to a late-blooming interpretation of a 71-year-old immunity statute that gives the Commission a roving power — exercisable years after a merger has been approved and consummated — to impair the obligations of private contracts that may “prevent the efficiencies of consolidation from being achieved.” Ante, at 133. The Court’s decision may represent a “better” policy choice than the one Congress actually made in 1920, cf. West Virginia University Hospitals, Inc. v. Casey, ante, at 100-101, but it is neither an accurate reading of the command that Congress issued in 1920, nor is it a just disposition of claims based on valid private contracts.

I respectfully dissent.

       Section 11344(b)(1) provides:
      “In a proceeding under this section which involves the merger or control of at least two class I railroads, as defined by the Commission, the Commission shall consider at least the following:
      “(A) the effect of the proposed transaction on the adequacy of transportation to the public.
      “(B) the effect on the public interest of including, or failing to include, other rail carriers in the area involved in the proposed transaction.
      “(C) the total fixed charges that result from the proposed transaction.
      “(D) the interest of carrier employees affected by the proposed transaction.
      “(E) whether the proposed transaction would have an adverse effect on competition among rail carriers in the affected region.”

       On September 9, 1989, the Commission also filed a petition for rehearing, and requested the court to refrain from ruling on the petition until the Commission could issue a comprehensive decision on remand addressing issues that the Court of Appeals left open for resolution. On September 29, 1989, the Court of Appeals issued an order stating that the Commission’s petition for rehearing would be “deferred pending release of the ICC’s decision on remand.” App. to Pet. for Cert, in No. 89-1027, p. 54a.
      On January 4, 1990, the Commission reopened proceedings in the case remanded to it. On May 21, 1990, two months after we granted the carriers’ petitions for certiorari, the Commission issued its remand decision. CSX Corp.—Control—Chessie System, Inc. and Seaboard Coast Line Industries, Inc., 6 I. C. C. 2d 715. In its decision, the Commission adhered to the Court of Appeals’ ruling that § 11341(a) did not authorize it to override provisions of a collective-bargaining agreement. The Commission held, however, that § 11341(a) authorized it to foreclose resort to RLA remedies for modification and enforcement of collective-bargaining agreements “at least to the extent of [its] authority” to impose labor-protective conditions under § 11347. Id., at 754. The Commission explained that the § 11347 limit on its § 11341(a) authority “reflects the consistency of the overall statutory scheme for dealing with CBA modifications required to implement Commission-approved mergers and consolidations.” Id., at 722. The Commission remanded its decision to the parties for further negotiation or arbitration.
      On December 4,1990, the union respondents petitioned the Court of Appeals for review of the Commission’s remand decision. The petition raises three issues: (1) whether § 11341(a) authorizes the ICC to foreclose employee resort to the RLA; (2) whether § 11347 authorizes the ICC to compel employees to arbitrate changes in collective-bargaining agreements; and (3) whether abrogation of employee contract rights effected a taking in violation of the Due Process and Just Compensation Clauses of the Fifth Amendment.

       On May 23, 1990, and again on September 19, 1990, the union respondents filed motions to dismiss the case as moot. They argued that in light of the alternative ground for decision offered by the ICC on remand from the Court of Appeals, see n. 2, supra, the meaning and scope of § 11341(a) was no longer material to the dispute. The union respondents reassert their mootness argument in their brief on the merits. Brief for Respondent Unions 18.
      We disagree. The Commission predicated the analysis in its remand order on the correctness of the Court of Appeals’ interpretation of § 11341(a). Thus, our definitive interpretation of § 11341(a) may affect the Commission’s remand order. Agency compliance with the Court of Appeals’ mandate does not moot the issue of the correctness of the court’s decision. See, e. g., Cornelius v. NAACP Legal Defense & Educational Fund, Inc., 473 U. S. 788, 791, n. 1 (1985); Schweiker v. Gray Panthers, 453 U. S. 34, 42, n. 12 (1981); Maher v. Roe, 432 U. S. 464, 468-469, n. 4 (1977). In addition, the alternative basis offered by the Commission on remand does not end the controversy between the parties. The parties retain an interest in the validity of the ICC’s original order because the Court of Appeals may again disagree with the Commission’s interpretation of the Act in its review of the remand order.

       Section 5(11) of the Transportation Act of 1940 provided:
      “[A]ny carriers or other corporations, and their officers and employees and any other persons, participating in a transaction approved or authorized under the provisions of this section shall be and they are hereby relieved from the operation of the antitrust laws and all other restraints, limitations, and prohibitions of law, Federal, State, or municipal, insofar as may be necessary to enable them to carry into effect the transaction so approved or provided for in accordance with the terms and conditions, if any, imposed by the Commission. ...”
      The recodification of this language in § 11341(a) effected no substantive change. See H. R. Rep. No. 95-1395, pp. 158-160 (1978). See also ICC v. Locomotive Engineers, 482 U. S. 270, 299, n. 12 (1987) (Stevens, J., concurring in judgment).

       See United States v. Trans-Missouri Freight Assn., 166 U. S. 290 (1897); United States v. Joint Traffic Assn., 171 U. S. 505 (1898); Northern Securities Co. v. United States, 193 U. S. 197 (1904); United States v. Terminal Railroad Assn. of St. Louis, 224 U. S. 383 (1912); United States v. Union Pacific R. Co., 226 U. S. 61 (1912); United States v. Pacific & Arctic R. & Nav. Co., 228 U. S. 87 (1913).

       Section 365 of the Bankruptcy Code, 11 U, S. C. §365, allows a trustee to assume or reject a debtor’s executory contracts and unexpired leases subject to the subsequent approval of the bankruptcy court. Collective-bargaining agreements can be rejected only if the additional requirements of 11 U. S. C. § 1113 are met.

       As Judge D. H. Ginsburg, writing for the Court of Appeals, noted:
      “We cannot sustain the ICC’s position that this provision empowers it to override a [collective-bargaining agreement (CBA)]. First, and most important, the ICC’s position finds no support in the language of the statute. By its terms, § 11341(a) contemplates exemption only from ‘the antitrust laws and from all other law’ to the extent necessary to carry out the transaction. Nowhere does it say that the ICC may also override contracts, nor has it ever, in any of the various iterations since its initial enactment in 1920, included even a general reference to ‘contracts,’ much less any specific reference to CBAs. Nor has the ICC explained how we can read the term ‘other law,’ as it has done, to mean ‘all legal obstacles.’ Dispatchers, J. A. 207. None of the Supreme Court decisions, discussed below, authorizing the ICC to abrogate an ‘other law’ even suggests that the term means ‘all legal obstacles.’ The ICC itself, prior to its 1983 decision in DRGW, recognized as much. See Gulf, Mobile & Ohio R. R. Co.—Abandonment, 282 I. C. C. 311, 335 (1952) (‘None of the decisions in the [Supreme Court] cases . . . relates to private contractual rights, but refers [sic] to State laws which prohibit in some way the carrying out of the transaction authorized.’).” Brotherhood of Railway Carmen v. ICC, 279 U. S. App. D. C. 239, 244, 880 F. 2d 562, 567 (1989).

       All but two of the cases that the Court cited in the Philadelphia decision to support the rule against implicit repeals of the antitrust statutes arose under a regulatory framework in which there was no mention of exemption. United States v. Philadelphia Nat. Bank, 374 U. S. 321, 350, n. 28 (1963). See United States v. Trans-Missouri Freight Assn., 166 U. S., at 314-315; United States v. Joint Traffic Assn., 171 U. S. 505 (1898); Northern Securities Co. v. United States, 193 U. S., at 343, 374-376 (plurality and dissenting opinions); United States v. Pacific & Arctic R. & Nav. Co., 228 U. S., at 105, 107; Keogh v. Chicago & Northwestern R. Co., 260 U. S. 156, 161-162 (1922); Central Transfer Co. v. Terminal Railway Assn. of St. Louis, 288 U. S. 469, 474-475 (1933); Terminal Warehouse Co. v. Pennsylvania R. Co., 297 U. S. 500, 513-515 (1936); United States v. Borden Co., 308 U. S. 188, 197-206 (1939); United States v. Socony-Vacuum Oil Co., 310 U. S. 150, 226-228 (1940); Georgia v. Pennsylvania R. Co., 324 U. S. 439, 456-457 (1945); United States Alkali Export Assn., Inc. v. United States, 325 U. S. 196, 205-206 (1945); Allen Bradley Co. v. Electrical Workers, 325 U. S. 797, 809-810 (1945); Northern Pacific R. Co. v. United States, 356 U. S. 1, 9 (1958); United States v. Radio Corp. of America, 358 U. S. 334 (1959); California v. FPC, 369 U. S. 482 (1962); Silver v. New York Stock Exchange, 373 U. S. 341 (1963). The other two cases involve regulations with explicit exemptions from the antitrust laws, but do not support the position taken by the Court in this case. In Maryland & Virginia Milk Producers Assn., Inc. v. United States, 362 U. S. 458 (1960), this Court held that § 6 of the Clayton Act’s exemption of agricultural cooperatives from the antitrust law only protected the formation of those associations; once formed they could not engage in any further conduct that would violate the antitrust laws. In Pan American World Airways, Inc. v. United States, 371 U. S. 296 (1963), the Court held that the exemption relieving airlines from the operation of the antitrust laws when certain transactions were approved by the Civil Aeronautics Board did not exempt the airlines from all antitrust violations, but only exempted them from violations stemming from activity explicitly governed by the regulatory scheme.

       Again Judge Ginsburg’s observation is pertinent:
      “Moreover, the ICC’s proposed insertion of ‘all legal obstacles’ into the statutory language would lead to most bizarre results. Under the ICC’s reading, it could set to naught, in order to facilitate a merger, a carrier’s solemn undertaking, in a bond indenture or a bank loan, to refrain from entering into any such transaction without the consent of its creditors. Cf. Gulf, Mobile & Ohio, 282 I. C. C. at 331-35 (declaring itself without power, in an abandonment context, to relieve a carrier from its ‘contractual obligations for the payment of rent’). We do not think it likely that Congress would grant the ICC a power with so much potential to destabilize the railroad industry; we are confident, however, that it would not do so without so much as a word to that effect in the statute itself. Never, either in its decisions here under review or in prior cases, has the ICC offered any justification for this most unlikely reading of the Act.” 279 U. S. App. D. C., at 244-245, 880 F. 2d, at 567-568.

       “No State shall. . . pass any . . . Law impairing the Obligation of Contracts . . . .” U. S. Const., Art. I, §10, cl. 1.

       After reviewing the legislative history, Judge Ginsburg concluded:
      “From our review of this history, we are confident that Congress did not intend, when it enacted the immunity provision, to override contracts. First, Congress focused nearly exclusively, in the hearings and debates on the 1920 Act, on specific types of laws it intended to eliminate — all of which were positive enactments, not common law rules of liability, as on a contract. Cf. Association of Flight Attendants v. Delta Air Lines, Inc., 879 F. 2d 906, 917 (D. C. Cir. 1989). Indeed, Commissioner Clark, who presented the immunity idea to the House and Senate Commerce Committees in the hearings cited above, did not once suggest, over the course of several days and several hundred pages, that the proposed immunity might relieve a carrier of its obligations under negotiated agreements with third parties.” 279 U. S. App. D. C., at 247, 880 F. 2d, at 570.

       In the ICC order approving the merger of Chessie System, Inc., and Seaboard Coastline Industries, Inc., the ICC discussed how the coordination of facilities would generate significant cost reductions and improved economic efficiency. CSX Corp.—Control—Chessie System, Inc., and Seaboard Coastline Industries, Inc., 363 I. C. C. 521, 556 (1980). The ICC noted:


author: Justice Marshall

text:
    MARTIN, SECRETARY OF LABOR v. OCCUPATIONAL SAFETY AND HEALTH REVIEW COMMISSION et al.
    No. 89-1541.
    Argued November 27, 1990
    Decided March 20, 1991

      Marshall, J., delivered the opinion for a unanimous Court.

      Clifford, M. Sloan argued the cause for petitioner. With him on the briefs were Solicitor General Starr, Deputy Solicitor General Shapiro, Allen H. Feldman, and Mark S. Flynn.

      John D. Faught argued the cause for respondent CF&I Steel Corp. With him on the brief were Randy L. Segó and Michael W. Coriden.

        George H. Cohen, Jeremiah A. Collins, and Laurence Gold filed a brief for the American Federation of Labor and Congress of Industrial Organizations as amicus curiae urging reversal.
      Briefs of amici curiae urging affirmance were filed for nominal respondent Occupational Safety and Health Review Commission by Robert C. Gombar, Glen D. Nager, and Earl R. Oilman, Jr.; for the American Iron and Steel Institute by Albert J. Beveridge III and Barton C. Green; for the Chamber of Commerce of the United States of America et al. by Stephen A. Bokat and Robin S. Conrad; and for the National Association of Manufacturers et al. by W. Scott Railton, Jan S. Amundson, Quentin Riegel, and William H. Crabtree.

   Justice Marshall

delivered the opinion of the Court.

In this case, we consider the question to whom should a reviewing court defer when the Secretary of Labor and the Occupational Safety and Health Review Commission furnish reasonable but conflicting interpretations of an ambiguous regulation promulgated by the Secretary under the Occupational Safety and Health Act of 1970, 84 Stat. 1590, as amended, 29 U. S. C. §651 et seq. The Court of Appeals concluded that it should defer to the Commission’s interpretation under such circumstances. We reverse.

I — I

<J

The Occupational Safety and Health Act of 1970 (OSH Act or Act) establishes a comprehensive regulatory scheme designed “to assure so far as possible . . . safe and healthful working conditions” for “every working man and woman in the Nation.” 29 U. S. C. § 651(b). See generally Atlas Roofing Co. v. Occupational Safety and Health Review Comm’n, 430 U. S. 442, 444-445 (1977). To achieve this objective, the Act assigns distinct regulatory tasks to two different administrative actors: the Secretary of Labor (Secretary); and the Occupational Safety and Health Review Commission (Commission), a three-member board appointed by the President with the advice and consent of the Senate. 29 U. S. C. §§ 651(b)(3), 661.

The Act charges the Secretary with responsibility for setting and enforcing workplace health and safety standards. See Cuyahoga Valley R. Co. v. United Transportation Union, 474 U. S. 3, 6-7 (1985) (per curiam). The Secretary establishes these standards through the exercise of rulemaking powers. See 29 U. S. C. § 665. If the Secretary (or the Secretary’s designate) determines upon investigation that an employer is failing to comply with such a standard, the Secretary is authorized to issue a citation and to assess the employer a monetary penalty. §§658-659, 666.

The Commission is assigned to “carr[y] out adjudicatory functions” under the Act. § 651(b)(3). If an employer wishes to contest a citation, the Commission must afford the employer an evidentiary hearing and “thereafter issue an order, based on findings of fact, affirming, modifying, or vacating the Secretary’s citation or proposed penalty.” § 659(c). Initial decisions are made by an administrative law judge (ALJ), whose ruling becomes the order of the Commission unless the Commission grants discretionary review. §661(j). Both the employer and the Secretary have the right to seek review of an adverse Commission order in the court of appeals, which must treat as “conclusive” Commission findings of fact that are “supported by substantial evidence.” §660(a)-(b).

B

This case arises from the Secretary’s effort to enforce compliance with OSH Act standards relating to coke-oven emissions. Promulgated pursuant to the Secretary’s rulemaking powers, these standards establish maximum permissible emissions levels and require the use of employee respirators in certain circumstances. See 29 CFR §1910.1029 (1990). An investigation by one of the Secretary’s compliance officers revealed that respondent CF&I Steel Corporation (CF&I) had equipped 28 of its employees with respirators that failed an “atmospheric test” designed to determine whether a respirator provides a sufficiently tight fit to protect its wearer from carcinogenic emissions. As a result of being equipped with these loose-fitting respirators, some employees were exposed to coke-oven emissions exceeding the regulatory limit. Based on these findings, the compliance officer issued a citation to CF&I and assessed it a $10,000 penalty for violating 29 CFR § 1910.1029(g)(3) (1990), which requires an employer to “institute a respiratory protection program in accordance with § 1910.134.” CF&I contested the citation.

The ALJ sided with the Secretary, but the full Commission subsequently granted review and vacated the citation. See CF&I, 12 OSHC 2067 (1986). In the Commission’s view, the “respiratory protection program” referred to in § 1910.1029(g)(3) expressly requires only that an employer train employees in the proper use of respirators; the obligation to assure proper fit of an individual employee’s respirator, the Commission noted, was expressly stated in another regulation, namely, § 1910.1029(g)(4)(i). See 12 OSHC, at 2077-2078. Reasoning, inter alia, that the Secretary’s interpretation of §.1910.1029(g)(3) would render §1910.1029 (g)(4) superfluous, the Commission concluded that the facts alleged in the citation and found by the ALJ did not establish a violation of § 1910.1029(g)(3). See 12 OSHC, at 2078-2079. Because § 1910.1029(g)(3) was the only asserted basis for liability, the Commission vacated the citation. See id., at 2079.

The Secretary petitioned for review in the Court of Appeals for the Tenth Circuit, which affirmed the Commission’s order. See Dole v. Occupational Safety and Health Review Commission, 891 F. 2d 1495 (1989). The court concluded that the relevant regulations were ambiguous as to the employer’s obligation to assure proper fit of an employee’s respirator. The court thus framed the issue before it as whose reasonable interpretation of the regulations, the Secretary’s or the Commission’s, merited the court’s deference. See id., at 1497. The court held that the Commission’s interpretation was entitled to deference under such circumstances, reasoning that Congress had intended to delegate to the Commission “the normal complement of adjudicative • powers possessed by traditional administrative agencies” and that “[s]uch an adjudicative function necessarily encompasses the power to ‘declare’ the law.” Id., at 1498. Although the court determined that it would “certainly [be] possible to reach an alternate interpretation of the ambiguous regulatory language,” the court nonetheless concluded that the Commission’s interpretation was a reasonable one. Id., at 1500. The court therefore deferred to the Commission’s interpretation without assessing the reasonableness of the Secretary’s competing view. See ibid.

The Secretary thereafter petitioned this Court for a writ of certiorari. We granted the petition in order to resolve a conflict among the Circuits on the question whether a reviewing court should defer to the Secretary or to the Commission when these actors furnish reasonable but conflicting interpretations of an ambiguous regulation under the OSH Act. 497 U. S. 1002 (1990).

I — I l — l

It is well established “that an agency s construction of its own regulations is entitled to substantial deference.” Lyng v. Payne, 476 U. S. 926, 989 (1986); accord, Udall v. Tallman, 380 U. S. 1, 16-17 (1965). In situations in which “the meaning of [regulatory] language is not free from doubt,” the reviewing court should give effect to the agency’s interpretation so long as it is “reasonable,” Ehlert v. United States, 402 U. S. 99, 105 (1971), that is, so long as the interpretation “sensibly conforms to the purpose and wording of the regulations,” Northern Indiana Pub. Serv. Co. v. Porter County Chapter of Izaak Walton League of America, Inc., 423 U. S. 12, 15 (1975). Because applying an agency’s regulation to complex or changing circumstances calls upon the agency’s unique expertise and policymaking prerogatives, we presume that the power authoritatively to interpret its own regulations is a component of the agency’s delegated lawmaking powers. See Ford Motor Credit Co. v. Milhollin, 444 U. S. 555, 566, 568 (1980). The question before us in this case is to which administrative actor — the Secretary or the Commission — did Congress delegate this “interpretive” lawmaking power under the OSH Act.

To put this question in perspective, it is necessary to take account of the unusual regulatory structure established by the Act. Under most regulatory schemes, rulemaking, enforcement, and adjudicative powers are combined in a single administrative authority. See, e. g., 15 U. S. C. §41 et seq. (Federal Trade Commission); 15 U. S. C. §§77s-77u (Securities and Exchange Commission); 47 U. S. C. § 151 et seq. (Federal Communications Commission). Under the OSH Act, however, Congress separated enforcement and rulemaking powers from adjudicative powers, assigning these respective functions to two different administrative authorities. The purpose of this “split enforcement” structure was to achieve a greater separation of functions than exists within the traditional “unitary” agency, which under the Administrative Procedure Act (APA) generally must divide enforcement and adjudication between separate personnel, see 5 U. S. C. § 554(d). See generally Johnson, The Split-Enforcement Model: Some Conclusions from the OSHA and MSHA Experiences, 39 Admin. L. Rev. 315, 317-319 (1987).

This is not the first time that we have been called upon to resolve an OSH Act “jurisdictional” dispute between the Secretary and the Commission. See Cuyahoga Valley R. Co. v. United Transportation Union, 474 U. S., at 3. At issue in Cuyahoga Valley was whether the Commission could conduct an administrative adjudication notwithstanding the Secretary’s motion to vacate the citation. We held that the Commission had no such power. We noted that “enforcement of the Act is the sole responsibility of the Secretary” and concluded that “[a] necessary adjunct of that power is the authority to withdraw a citation and enter into settlement discussions with the employer.” Id., at 6-7. The Commission’s role as “neutral arbiter,” we explained, “plainly does not extend to overturning the Secretary’s decision not to issue or to withdraw a citation.” Id., at 7.

Although the Act does not expressly address the issue, we now infer from the structure and history of the statute, see id., at 6-7, that the power to render authoritative interpretations of OSH Act regulations is a “necessary adjunct” of the Secretary’s powers to promulgate and to enforce national health and safety standards. The Secretary enjoys readily identifiable structural advantages over the Commission in rendering authoritative interpretations of OSH Act regulations. Because the Secretary promulgates these standards, the Secretary is in a better position than is the Commission to reconstruct the purpose of the regulations in question. Moreover, by virtue of the Secretary’s statutory role as enforcer, the Secretary comes into contact with a much greater number of regulatory problems than does the Commission, which encounters only those regulatory episodes resulting in contested citations. Cf. Note, Employee Participation in Occupational Safety and Health Review Commission Proceedings, 85 Colum. L. Rev. 1317, 1331, and n. 90 (1985) (reporting small percentage of OSH Act citations contested between 1979 and 1985). Consequently, the Secretary is more likely to develop the expertise relevant to assessing the ef-feet of a particular regulatory interpretation. Because historical familiarity and policymaking expertise account in the first instance for the presumption that Congress delegates interpretive lawmaking power to the agency rather than to the reviewing court, see, e. g., Mullins Coal Co. v. Director, Office of Workers’ Compensation Programs, 484 U. S. 135, 159 (1987); Ford Motor Credit Co. v. Milhollin, supra, at 566; INS v. Stanisic, 395 U. S. 62, 72 (1969), we presume here that Congress intended to invest interpretive power in the administrative actor in the best position to develop these attributes.

The legislative history of the OSH Act supports this conclusion. The version of the Act originally passed by the House of Representatives vested adjudicatory power in the Commission and rulemaking power in an independent standards board, leaving the Secretary with only enforcement power. 116 Cong. Rec. 38716 (1970), reprinted in Legislative History of the Occupational Safety and Health Act of 1970 (S. 2193, Pub. L. 91-596) (Committee Print prepared by the Subcommittee on Labor of the Senate Committee on Labor and Public Welfare), pp. 1094-1096 (1971) (Legislative History). The Senate version dispensed with the standards board and established the division of responsibilities that survives in the enacted legislation. The Senate Committee Report explained that combining legislative and enforcement powers in the Secretary would result in “a sounder program” because it would make a single administrative actor responsible both for “formulating] rules . . . and for seeing that they are workable and effective in their day-to-day application,” and would allow Congress to hold a single administrative actor politically “accountable for the overall implementation of that program.” S. Rep. No. 91-1282, p. 8 (1970), reprinted in Legislative History 148. Because dividing the power to promulgate and enforce OSH Act standards from the power to make law by interpreting them would make two administrative actors ultimately responsible for implementing the Act’s policy objectives, we conclude that Congress did not expect the Commission to possess authoritative interpretive powers.

For the same reason, we reject the Court of Appeals’ inference that Congress intended “to endow the Commission with the normal complement of adjudicative powers possessed by traditional administrative agencies.” 891 F. 2d, at 1498 (emphasis added). Within traditional agencies — that is, agencies possessing a unitary structure — adjudication operates as an appropriate mechanism not only for factfinding, but also for the exercise of delegated lawmaking powers, including lawmaking by interpretation. See NLRB v. Bell Aerospace Co., 416 U. S. 267, 292-294 (1974); SEC v. Chenery Corp., 332 U. S. 194, 201-203 (1947). But in these cases, we concluded that agency adjudication is a generally permissible mode of lawmaking and policymaking only because the unitary agencies in question also had been delegated the power to make law and policy through rulemak-ing. See Bell Aerospace, supra, at 292-294; Chenery Corp., supra, at 202-203. See generally Shapiro, The Choice of Rulemaking or Adjudication in the Development of Administrative Policy, 78 Harv. L. Rev. 921 (1965). Insofar as Congress did not invest the Commission with the power to make law or policy by other means, we cannot infer that Congress expected the Commission to use its adjudicatory power to play a policymaking role. Moreover, when a traditional, unitary agency uses adjudication to engage in lawmaking by regulatory interpretation, it necessarily interprets regulations that it has promulgated. This, too, cannot be said of the Commission’s power to adjudicate.

Consequently, we think the more plausible inference is that Congress intended to delegate to the Commission the type of nonpolicymaking adjudicatory powers typically exercised by a court in the agency-review context. Under this conception of adjudication, the Commission is authorized to review the Secretary’s interpretations only for consistency with the regulatory language and for reasonableness. In addition, of course, Congress expressly charged the Commission with making authoritative findings of fact and with applying the Secretary’s standards to those facts in making a decision. See 29 U. S. C. § 660(a) (Commission’s factual findings “shall be conclusive” so long as “supported by substantial evidence”). The Commission need be viewed as possessing no more power than this in order to perform its statutory role as “neutral arbiter.” See Cuyahoga Valley, 474 U. S., at 7.

CF&I draws a different conclusion from the history and structure of the Act. Congress, CF&I notes, established the Commission in response to concerns that combining, rulemaking, enforcement, and adjudicatory power in the Secretary would leave employers unprotected from regulatory bias. Construing the Act to separate enforcement and interpretive powers is consistent with this purpose, CF&I argues, because it protects regulated employers from biased prosecutorial interpretations of the Secretary’s regulations. Indeed, interpretations furnished in the course of administrative penalty actions, according to CF&I, are mere “litigating positions,” undeserving of judicial deference under our precedents. See, e. g., Bowen v. Georgetown Univ. Hospital, 488 U. S. 204, 212 (1988).

Although we find these concerns to be important, we think that they are overstated. It is clear that Congress adopted the split-enforcement structure in the OSH Act in order to achieve a greater separation of functions than exists in a conventional unitary agency. See S. Rep. No. 91-1282, supra, at 56, reprinted in Legislative History 195 (individual views of Sen. Javits) (noting that adjudication by independent panel goes beyond division of functions under the APA but defending split-enforcement structure as “more closely [in] accor[d] with traditional notions of due process”). But the conclusion that the Act should therefore be understood to separate enforcement powers from authoritative interpretive powers begs the question just how much Congress intended to depart from the unitary model. Sponsors of the Commission purported to be responding to the traditional objection that an agency head’s participation in or supervision of agency investigations results in biased review of the decisions of the hearing officer, notwithstanding internal separations within the agency. See ibid. See generally 3 K. Davis, Administrative Law Treatise § 18.8, pp. 369-370 (2d ed. 1980). Vesting authoritative factfinding and ALJ-review powers in the Commission, an administrative body wholly independent of the administrative enforcer, dispels this concern.

We harbor no doubt that Congress also intended to protect regulated parties from biased interpretations of the Secretary’s regulations. But this objective is achieved when the Commission, and ultimately the court of appeals, review the Secretary’s interpretation to assure that it is consistent with the regulatory language and is otherwise reasonable. Giving the Commission the power to substitute its reasonable interpretations for the Secretary’s might slightly increase regulated parties’ protection from overzealous interpretations. But it would also clearly frustrate Congress’ intent to make a single administrative actor “accountable for the overall implementation” of the Act’s policy objectives by combining legislative and enforcement powers in the Secretary. S. Rep. No. 91-1282, p. 8, reprinted in Legislative History 148.

We are likewise unpersuaded by the contention that the Secretary’s interpretations of regulations will necessarily appear in forms undeserving of judicial deference. Our decisions indicate that agency “litigating positions” are not entitled to deference when they are merely appellate counsel’s “post hoc rationalizations” for agency action, advanced for the first time in the reviewing court. See Bowen v. Georgetown Univ. Hospital, supra, at 212; Burlington Truck Lines, Inc. v. United States, 371 U. S. 156, 168 (1962). Because statutory and regulatory interpretations furnished in this setting occur after agency proceedings have terminated, they do not constitute an exercise of the agency’s delegated lawmaking powers. The Secretary’s interpretation of OSH Act regulations in an administrative adjudication, however, is agency action, not a post hoc rationalization of it. Moreover, when embodied in a citation, the Secretary’s interpretation assumes a form expressly provided for by Congress. See 29 U. S. C. § 658. Under these circumstances, the Secretary’s litigating position before the Commission is as much an exercise of delegated lawmaking powers as is the Secretary’s promulgation of a workplace health and safety standard.

In addition, the Secretary regularly employs less formal means of interpreting regulations prior to issuing a citation. These include the promulgation of interpretive rules, see, e. g., Marshall v. W and W Steel Co., 604 F. 2d 1322, 1325-1326 (CA10 1979); cf. Whirlpool Corp. v. Marshall, 445 U. S. 1, 11 (1980), and the publication of agency enforcement guidelines, see United States Department of Labor, OSHA Field Operations Manual (3d ed. 1989). See generally S. Bokat & H. Thompson, Occupational Safety and Health Law 658-660 (1988). Although not entitled to the same deference as norms that derive from the exercise of the Secretary’s delegated lawmaking powers, these informal interpretations are still entitled to some weight on judicial review. See Batterton v. Francis, 432 U. S. 416, 425-426, and n. 9 (1977); Skidmore v. Swift & Co., 323 U. S. 134, 140 (1944); Whirlpool, supra, at 11. A reviewing court may certainly consult them to determine whether the Secretary has consistently applied the interpretation embodied in the citation, a factor bearing on the reasonableness of the Secretary’s position. See Ehlert v. United States, 402 U. S., at 105.

III

We emphasize the narrowness of our holding. We deal in this case only with the division of powers between the Secretary and the Commission under the OSH Act. We conclude from the available indicia of legislative intent that Congress did not intend to sever the power authoritatively to interpret OSH Act regulations from the Secretary’s power to promulgate and enforce them. Subject only to constitutional limits, Congress is free, of course, to divide these powers as it chooses, and we take no position on the division of enforcement and interpretive powers within other regulatory schemes that conform to the split-enforcement structure. Nor should anything we say today be understood to bear on whether particular divisions of enforcement and adjudicative power within a unitary agency comport with § 554(d) of the APA.

In addition, although we hold that a reviewing court may not prefer the reasonable interpretations of the Commission to the reasonable interpretations of the Secretary, we emphasize that the reviewing court should defer to the Secretary only if the Secretary’s interpretation is reasonable. The Secretary’s interpretation of an ambiguous regulation is subject to the same standard of substantive review as any other exercise of delegated lawmaking power. See 5 U. S. C. §706(2)(A); Batterton v. Francis, supra, at 426. As we have indicated, the Secretary’s interpretation is not undeserving of deference merely because the Secretary advances it for the first time in an administrative adjudication. But as the Secretary’s counsel conceded in oral argument, Tr. of Oral Arg. 18-19, 20-21, the decision to use a citation as the initial means for announcing a particular interpretation may bear on the adequacy of notice to regulated parties, see Bell Aerospace, 416 U. S., at 295; Bowen v. Georgetown Univ. Hospital, 488 U. S., at 220 (Scalia, J., concurring), on the quality of the Secretary’s elaboration of pertinent policy considerations, see Motor Vehicle Mfrs. Assn. of United States, Inc. v. State Farm Mut. Automobile Ins. Co., 463 U. S. 29, 43 (1983), and on other factors relevant to the reasonableness of the Secretary’s exercise of delegated lawmaking powers.

CF&I urges us to hold that the Secretary unreasonably interpreted 29 CFR § 1910.1029(g)(3) (1990) in this case. However, because the Court of Appeals deferred to the Commission’s interpretation, it had no occasion to address the reasonableness of the Secretary’s interpretation. Rather than consider this issue for the first time ourselves, we leave the issue for resolution on remand.

The judgment of the Court of Appeals is reversed, and the case is remanded for further proceedings consistent with this opinion.

It is so ordered.

       The Secretary has delegated certain statutory responsibilities to the Assistant Secretary for Occupational Safety and Health, who heads the Occupational Safety and Health Administration. See Secretary of Labor’s Order No. 12-71, 36 Fed. Reg. 8754 (1971); Order No. 8-76, 41 Fed. Reg. 25059 (1976); Order No. 9-83, 48 Fed. Reg. 35736 (1983).

       “For safe use of any respirator, it is essential that the user be properly instructed in its selection, use, and maintenance. Both supervisors and workers shall be so instructed by competent persons. Training shall provide the men an opportunity to handle the respirator, have it fitted properly, test its face-piece-to-face seal, wear it in normal air for a long familiarity period, and, finally, to wear it in a test atmosphere.” 29 CFR § 1910.134(e)(5) (1990).

       This regulation states in pertinent part: “Respirator usage, (i) The employer shall assure that the respirator issued to the employee exhibits minimum facepiece leakage and that the respirator is fitted properly.” § 1910.1029. According to the Commission, the compliance officer who issued the citation “acknowledged that [§ 1910.1029(g)(4)(i)] applied,” and “that he might have cited the wrong standard.” CF&I, 12 OSHC 2067, 2078 (1986).

       Compare Brock v. Williams Enterprises of Georgia, Inc., 832 F. 2d 567, 569-570 (CA11 1987) (deference to Secretary); United Steelworkers of America v. Schuylkill Metals Corp., 828 F. 2d 314, 319 (CA5 1987) (same); and Donovan v. A. Amorello & Sons, Inc., 761 F. 2d 61, 65-66 (CA1 1985) (same), with Brock v. Cardinal Industries, Inc., 828 F. 2d 373, 376, n. 4 (CA6 1987) (deference to Commission); Brock v. Bechtel Power Corp., 803 F. 2d 999, 1000-1001 (CA9 1986) (same); and Marshall v. Western Electric, Inc., 565 F. 2d 240, 244 (CA2 1977) (same).

       The parties do not challenge the Court of Appeals’ conclusion that the regulations at issue in this case are ambiguous. We assume that this conclusion is correct for purposes of our analysis.