Mar-Can Transport v. Local 854 Pension Fund - ERISA Withdrawal Liability

24 - 1431 (L) Mar - Ca n Tran sp. Co. v. Lo c. 85 4 Pension Fund In the United Sta tes Cou rt of Ap pe als For the S ec ond Circu it A ugust T erm, 2024 (Argue d: June 11, 2025 Decided: February 18, 2026) Docket N o s. 24-1431 (L), 24-1512 (XA P) M AR -C AN T R ANSP ORT A TI ON C OMP ANY, I NC., P laintiff - Counte r-D ef end ant -Appellee, – v. – L OCAL 854 P ENSION F UND, Defendant - Count er - Claimant -Appellant, D EMOS P. D EMOPOULOS, S TEPHEN M AL ON EY, M I CHAEL S PINEL LI, Interv enors. B e f o r e: L OHIER, C AR NEY, and P ÉREZ, C ircu it Judge s. This is an ap peal fro m a judg ment of t he United States Dis trict Cou rt f or the Southern D istri ct of N ew York (Seibel, J.) granting s umm ary jud gment for Pl aintif f - Appellee Mar - Can T rans portation Comp any (“ Mar - Can”), and direct ing Defendant - Appellant Local 854 Pension Fund t o reduce by $1.8 million t he “withdrawal liability” it

2 h ad asses sed against Mar -Can under the Empl oyment Reti remen t Incom e Secu rity Ac t of 1974 (“ERISA ”). To resolve this appeal, we must inter pret an ERISA provision —29 U.S.C. § 1415 (c) — that has created a split between tw o distri ct cou rts in ou r Circu it. The questio n before us is: w hen an employer must withdraw fro m a multiemployer de fined benefit plan because it s employees have switched labor unions, what does the employer owe its former plan under Section 1415? In 2020, Mar- Can’s employees voted for new union representation. T he union vote forc ed Mar - Can to withdraw from the multiemployer pension plan affil iated with the emp loyees’ old uni on, the L ocal 8 54 Pen sion Fund (the “ Old Pla n”), and to be gin contributing t o a plan affiliated with the emplo yees’ new union (the “New Plan ”). With Mar- Can’s withd rawa l, se veral ER ISA p rovisi ons w ere t rigge red. To sta rt, ERISA r equired M ar - Can to p ay a statu toril y def ined s um, know n as “wi thdraw al liab ility,” to th e Old P lan. Further, it di rected the Old Plan to tra nsfe r to th e New P lan cert ain a ssets and liabilit ies associated with the 144 active Mar - Can employees who were switching unions. Finally, it mandat ed that the Old Plan reduce Mar - Can’s withdrawal liability to account for the asset s and liabilities transferred fr om the Old Plan to the Ne w. Und er Section 1415(c), the designated r eduction was the amount b y which the “value o f the unfunded vest ed ben efits ” transf erred excee ded the “value of the asset s tra nsferr ed. ” This appeal arises from M ar- Can’s and the O ld Plan’s divergent i nterpre tations of the phrase “unfunded vested benef its” as used in Section 1415(c). Mar-Can’s reading, which the District Co urt endorsed, would lead to a $1.8 million reduction in Mar - C an’s withdraw al liability. T he Old Plan’s approac h, in c ontrast, would lead to n o reducti on at all. Reviewing de novo the Distri ct Court’s interp reta tion of th e sta tute, we decide that the phrase “ unfun ded vest ed benefit s ” as used in Section 1415 (c) is amb iguo us. Looking then to th e sta tute’s s tructu re and p urpose, we con clu de that the Distric t Court in thi s cas e correctly i nterp reted Sec tion 1415(c). Acc ordingl y, Mar -Can was entitl ed to a $1.8 million reduction in it s withdrawal liabil ity. The judgment of the District Court is affirmed, and Mar- Can’s cr oss - appeal of an e videntiary ruling is dismissed as moot. AFFIRMED. J ENNIFER S. S MITH, The La w Offices o f Jennifer Smith, PLLC, New Y ork, NY, for P la intiff - Count er - Defe ndant -Appellee.

3 D ANIEL T REIMAN (Anusha Rasalingam and E ugene S. Friedman on the brief), Friedman & Anspach, New York, NY, for Defendant - Co unter - Cla imant - Appellant. C ARNEY, Circ uit Jud ge: This is an ap peal f rom a judgm ent of th e United States D istric t Cour t for the Southern D istri ct of N ew York (Seib el, J.) gran ting su mmary j udgment f or Plai ntiff - Appellee Mar - Can T rans portation Comp any (“ Mar - Can”), and direct ing Defendant - Appellant Local 854 Pension Fund t o reduce by $1.8 million t he “withdrawal liability” it had assessed against Mar- Can under the Employmen t Retiremen t Inc ome Sec urity A ct of 1974 (“ERISA”). T o resolve this appeal, w e must inter pret an ERISA pro vision —29 U.S.C. § 1415 1 — that has created a split betw een tw o dis trict cou rts in ou r Circu it. Th e questio n before us is: w hen an employer withdraws from a multie mployer defined benefit plan because it s employees hav e switched labor unions, w hat do es the employer owe its former plan under Section 1415? In 2020, Mar- Can’ s employ ees v oted to leave T eamsters Local 553 and become members o f the Amalgamat ed Tr a n s i t W orkers (the “ AT W ”). The uni on vo te forced Mar- Can to with draw from th e Team sters - af filiated Lo cal 854 Pension Fund (the “O ld Plan ”), an d to begin contribu ting to an ATW - affiliated multiemploy er pension plan (the “New Plan”). W ith Mar - Can’ s withdrawal, s everal ERISA provision s were t rigge red. T o start, ERISA r equired M ar - Can to p ay a statu toril y def ined s um, know n as “wi thdraw al liability,” to the Old Plan. See 29 U.S.C. § 1381. This sum was intend ed by Congres s to preserve the financial viability of a multiemplo yer plan faced with a depar ting 1 For sim plicit y, in t his op inion we will re fer to the relevant provisio ns of ERISA only as codified in title 29 of the U.S. Code.

4 employe r and the atte ndan t loss of the emp loyer’s f uture c ontribu tion s. Furth er, ERI SA directed the O ld Plan to transfer to the New Plan certain assets and liabilities associated with the 144 active Mar- Can emp loye es who wer e switch ing unio ns. See id. § 1415(a), (b)(2)(A)(ii), (g)(1). Fin ally, ERIS A mandated that the Old Plan r educe Mar - Can’ s withdrawal liability to account for the asset s and liabilities transferred fr om the Old Plan to the New. Under Se ction 14 15(c), the d esign ated redu ction w as th e amoun t by which the “valu e of the unfunded vested benefits” transf erred exceeded the “value of the asset s tra nsferr ed.” This appeal arises from M ar - Can’s and the Old Plan’s dive rgent interpr etations of Sect ion 141 5(c) and o f the phr ase “unfund ed vest ed benefit s” as used therein. Mar- Can argu es, an d the D istric t Court a greed, that th e Old P lan sh ould have reduce d Mar - Can’s withdrawal liabilit y by roughly $1.8 millio n, an amount that would r eflect the difference betw een the $5. 5 million in Mar -Can- rela ted liabilities and $3. 7 million in Mar-Can- related assets that w ere tra nsfe rred from the Old Plan to the Ne w. Its ra tionale is that, by offloading more liabilities than as sets, the Old Plan effect ively collecte d the withdrawal liability that Mar - Can owed. In c ontrast, th e Old Plan pro poses an interpre tation of Section 1415(c) th at woul d lead to no red uction at al l in t he asses sed withdrawal liability. T he Old Plan’s approac h was earlier endorsed b y a though tful district court decision in our Circuit, Hoeffner v. D’Amato, No. 09- CV -316, 2016 WL 8711082 (E.D.N.Y. 2016)— a decisio n that was not subjec t to this Court’s re view. Evaluating de novo the Distri ct Court’s interp retati on of the sta tute, Kasiotis v. N.Y. Blac k Car Ope rators ’ Inj. Comp. Fund, Inc., 90 F.4th 95, 98 (2d Cir. 2024), we decide that t he phra se “unfunde d veste d benefits” as used in S ectio n 1415(c) is ambig uous. Looking then to th e sta tute’s s tructu re and p urpose s, we c oncl ude that the Distri ct Court in th is c ase c orrectl y interpre ted Sec tio n 1415 (c). Mar - Can is therefore enti tled to

5 a $1.8 million reduction in it s withdrawal liability. The judgment of t he District Court is affirmed, and Mar- Can’s cr oss - appeal of an e videntiary ruling is dismissed as moot. I. Statutory b ackground The parties’ dispute centers on certa in pr ovisi ons of the Multiemployer Pension Plan Amendments Act of 1980 (“MPPAA”), which amended ERISA six years after its enactment in 1974. As its name implies, the MPPAA created statutory provisions, including Section 1415, that are specific to multiemploye r pension plans and the unique challenges they presen t. A. Multiemployer pension plans In a multiemployer pension plan, participating employers make regular contrib utions into a c omm on fu nd that i s regul ated by E RISA. See 2 9 U.S.C. §§ 1002(37), 1301(a)(3). Each empl oyer’s collec tive ba rgain ing agreem ent wi th its workers ’ union designates the plan t o which the employer w ill contri bute a nd sets out the te rms of those c ontribu tions. See Concrete Pipe & Prods. of Cal., Inc. v. Constr. La borers Pension Tr. for S. Cal., 508 U.S. 602, 605 (1993) (“ Concrete Pipe ”). The multiemployer plan will al so ha ve an enti ty that s erves as “p lan s ponsor ”— of ten a non profit as soci ation or b oard of trust ees. See 29 U.S.C. § 1002(16)(B)(iii). The plan spo nsor is charg ed with ensuring the financial health of the pla n, including by notify ing employers if the plan is substantially underfunde d. 2 See Trs. of Loc. 138 Pension Tr. Fund v. F.W. Honerkamp Co., 692 F.3d 127, 130 (2d Cir. 2012) (“ Hone rkamp ”). 2 A plan’s operati ng instrume nt may also establis h a pl an “administrator” that is charged with administering the f und. See 29 U.S.C. § 1002(16) (A). If no separate ad ministr ator is designated by the terms of t he plan’s ope rating instrument, t hen by default t he plan sponsor ser ves in this role. Id.

6 A multiemployer pe nsion plan does not appor tion the contributio ns it receives into em ployer - specific acco unts; r athe r, it holds them in a general fund. See Concrete Pipe, 508 U.S. at 605. The consolidated funds ar e available to pay benefits owed to employe es of a ny parti cipa ting em ployer. Id. at 605–06; see also Ganton Techs., Inc. v. Nat’l Indus. G rp. Pensio n Plan, 76 F.3d 462, 464 (2d Cir. 1996). This pooling approach means that an employe e’s pen sion does not d erive fr om only an employee’s own and an employ er’s acc umulate d contri bution s, ev en if th at emp loyee has stayed with th e same employer during his whole wor king life. The collective contributions should —at least i n theory — enable the plan to fulfill its oblig ations to all par ticipating employees over many years. See Honerkam p, 692 F.3d at 129. In ind ustrie s such as the con struc tion in dustry, w here em ployees freq uentl y change employer s while remaining a member o f a single union, employees may find multiemployer plans par ticularly useful. See Concrete Pipe, 508 U.S. at 605– 06. Unlike in traditio nal single - employer plans (which ERI SA originally fo cused on), employees in a multiemployer plan (which the MPPAA a ddressed) receiv e service credit s toward their pension entitlement while wor king for a ny participatin g employe r. Id. Generally speaking, after accumulating a desig nated amount of serv ice with participating employers, an emplo yee’s right to obta in benefits from the multiemploy er plan will vest and become n onfor feitable. Id. at 606. B. Reaso ns for t he MPPA A When Congr ess enacted ER ISA in 1974, one of its principal goals wa s to protec t employe es from the ris k that a b enef it plan w ould be ter minate d “befor e sufficient funds ha [d] been accumu lated” to c over the pen sions it was meant to pa y out. P ension Ben. Guar. Corp. v. R.A. Gray & Co., 467 U.S. 717, 720 (1984) (“ Gray ”). To that end, Congress created the P ens ion Ben efit Gu aranty Corp oration (“PB GC”), a whol ly owned governm ent enti ty that “guara ntees th e paym ent of benef its to pl an parti cipan ts and

7 beneficiaries, paying the plan’ s obligations if t he plan terminates with insufficient assets to supp ort its gua rante ed b enefi ts.” T.I.M.E. - DC, Inc. v. Mgmt.- Lab. Welfare & Pension Funds, of Loc. 1730 Int’ l Longsho remen ’ s Ass ’n, 756 F.2d 939, 943 (2d Cir. 1985). Use of sing le and multiemploy er pension plans skyro cketed during the mid - t wentieth c entu ry. 3 By the 19 70s, C ongress had be come c oncern ed that mul tiemp loyer plans might undergo a “ vicious downward spiral” of underfunding that would lead to their dissolution and imper il the PBGC’s ability to guarantee the promised benefits. Gray, 467 U.S. at 722 n.2 (intern al qu otation m arks an d cita tion omi tted). When an employer withdr ew from a plan after its employee’s benefits had vested, the plan was often still required to pay those employees’ benef its. T.I.M.E.- DC, Inc., 756 F.2d at 946. Legislator s therefore feared that employers would withdraw after their employ ees’ benefits ha d vested but bef ore satis fying th eir f undi ng obli gations, l eav ing a plan overloaded with unfu nded liabilities. Id. at 943. Rema ining employer s would face a difficult choice: either withdraw from the t eetering plan themselves, furt her risking the health of t he plan, or stay and assume respon sibility for another employer’s left - behind pensioners. Id.; see also Gray, 467 U.S. at 722 n.2. Under th e law b efore t he MPP AA, an em ployer th at was up to date on its required cont ributions could withdraw from a plan and inc ur no responsibility for the 3 For an overview o f this history a nd the explosion i n liabilities that the PBGC became responsi ble for insu ring, see J. Robert Su ffoletta, Jr., Who Sh ould P ay When F ederal ly Insured Pension Funds Go Brok e?: A Strategy for R ecovering f rom the Wrongdo ers, 65 N otre Dame L. R ev. 308, 311–14 (1990). T he House Education and Labor Pension Committee Report on the MPPAA also summarizes this history. S ee H. R. Rep. No. 96-869, pt. 1, at 54 (1980) (“T he fina nc ial instability of some m ultiemployer p lans was not an ide ntifiable problem prior to the passag e of ERISA, because p articipation in such pla ns and the industries they cover ed generally co ntinued to grow in the [30 years ] before passage. . . . I n recent years, ho wever, exter nal economic factors. . . resulted in a s ignificant decli ne in the number of contributors or the number of act ive employees in t he contribution base . . . . ”).

8 plan’s then - unfunded l iabilities, so long as t he plan did not ter minate within five years after the employe r’s d epartu re. See T.I.M.E.- DC, Inc., 756 F.2d at 943–44. Th is rule incentivized withdrawal at the first sign of t rouble, however. See Honerkamp, 692 F.3d at 129. By exitin g the pla n, th e employer could escape respo nsibil ity to employ ees who se benefits had vested an d avoid paying off the mountain of liabilities that accrued afte r other employer s fled the troubled fund. Id. at 129–30. C. Withdrawal liability One o f the M PPAA’s ke y ref orms was that it obli gate d a company withdrawing from a multiemplo yer plan to pay “withdr awal liability.” 29 U.S.C. § 1381; see also Honer kamp, 692 F.3d at 130. The term “withdrawal liabilit y” refers to “an emplo yer’s obliga tion .. . to fu nd t he old p lan to the exte nt that th at plan remai ns res pons ible [for providing benefits to the withdrawing employer ’s ] employees upon their retirement.” T.I.M.E.-DC, Inc., 756 F.2d at 946. T he wi thdr awal - liability syste m is intended to discour ag e employ ers from fleeing tro ubled multiemployer plans. See H. R. Rep. No. 96- 869, pt. 1, at 67 (1980); 29 U.S.C. § 1001a(c)(2); The Multiemplo yer Pensio n Plan Amendments Act of 19 7 9: Hearings on H.R. 3904 Before the Subcomm. o n Lab.-M gmt. Rels. of the H. Com m. on E duc. & Lab., 96th Cong. 362 (1979) (statement of Ray Marshall, Secreta ry of Lab or). The MPPAA pro v isions governing withdrawal liability are codified in Pa rt 1 of Subtitle E of ERI SA. S ee 29 U.S.C. §§ 1381– 1405. To calculate withdrawal liability, the old plan ’s sponsor must deter mine the total l iab iliti es of th e comm unal pool, wheth er or not they a re at tributab le to the w ithdra wing e mpl oyer’s own empl oyees. Barbizon Cor p. v. ILGWU Nat ’l Ret. Fund, 842 F.2d 627, 629 (2d Cir. 1988). Th e plan’s liabilities are t he “value of nonforfeitable benefits under the plan,” 29 U.S.C. § 1393(c)(A), that is, th e present value of all benefits for which a participant has satisfied the eligibility requirem ents, other th an s ubmission of a for mal application, a wait ing period,

9 retirement, or death, id. § 1301(a)(8). The po rtions of ERI SA at issue in this appeal also refer to these “ nonforfeit able benefit s ” as “ve ste d benefit s” or “liabilit ies.” See, e.g., id. §§ 1393(c), 1415. In our di scussio n below, therefore, we use th e se three terms interchang eably. 4 Next, the plan sponsor determines the extent to whi ch the se vested benefi ts were “unfunded” in a specifie d period (or perio ds) of time. In Part 1 of ERISA ’s Su btitle E, the sta tute defines “unfunded v ested bene fits” as “ (A) the v alue of [vested] benefits under the pl an, less (B) the value of the assets of the pl an.” Id. § 1393(c). That is, in this context, vested benefits ar e “unfunded” whe n they are no t offs et by assets in the communal po t. Then, the plan sponsor estimate s the w ithdraw ing em ployer’s s hare of t he se “unfunded v ested ben efits ” according to on e of four methods permitted by law. See id. § 1391 (b) – (c); 29 C.F.R. § 4211.1(a). Her e, the plan spo nsor used ERISA’s “presumptive method,” which determines the employer’s share based on the amou nt the em ployer has c ontribu ted to the plan over a specified per iod in relati on to the total c ontri bution s made by all employer s over that pe riod. 5 See Concrete Pipe, 508 U.S. at 610; 29 U.S.C. 4 In interpreting ER ISA, “n onforfeitable ” benefits may not always be th e same as “vested ” be nef it s. See Hoeffn er, 2 016 WL 87110 82, at *8 n.15 (citing PBGC Opinion Letter that differentiates betwee n the two types of benefits). But th e ERISA provisio n at issue here, S ection 1415, refers to “no nforfeitable bene fits,” “vested b enefits,” and “ liabilities,” w itho ut appe aring to distinguish between the t hree. See, e.g., 29 U.S.C. § 1 415(a), (b)(2)(A) (ii)– (i ii), (c) (1), (e)(2)(A), (g)(1). And in this case, b oth parties treat th e terms as i nterchangeable, at l east as applied to Mar- Can. 5 As relevant here, the pre sumptive app roach direc ts the plan sponsor to c alculate, for each year after the MPPA A’s enactment, t he amount by which the plan ’s overall unfunded veste d benefits increased or decreased. See id. § 1391(b)(1), (2). T he plan sponsor t hen determines the employer’s share of the increase in unfunded vested benefits by calculat ing the “proportion of total employer contributions to the plan made by the withdrawing employer ” dur ing t he f ive - year period prior to the employer’s withdrawal. Concrete Pip e, 508 U.S. at 610.

10 § 1391(b)(2)(E)(ii), (b)(3)(B), (b)(4)(D)(ii). The resulting estimate of the emp loyer’s share, sub ject to certa in statu toril y requ ired adj ustm ents, s ee 29 U.S.C. § 1381(b) (1), is that employer’ s withdrawal liability. 6 If the plan sponsor det ermines that the employer owes withdrawal liability, it mus t notify th e empl oyer of the am ount owed a nd provid e a paym ent s ched ule, whi ch is aga in determ ined b ased on a sta tutory s tandard. See id. § 1399(b)(1)(A), (c). No later than 60 days a fter recei ving th at no tice, th e em ployer mu st begi n maki ng payme nts. Id. § 1399(c)(2). It will con tinue making reg ular payments towards its withdr awal liability for up to tw ent y years, id. § 1399(c)(1)(B); it can also elect to pay off the withdraw al liability more q uickly, id. § 1399(c)(4). ERISA describes t hree methods i n addition to t he presumptive approach. Two are also “pro rata” calculations t hat are based o n the employer’s share o f contributio ns over a give n period. See 29 U.S.C. § 1391(c)(2), (c)(3). A thi rd, the “direct attr ibution method,” l inks the amou nt the employer must pay to the “unfunded vested bene fits which are attri butable to participa nts’ service with the emp loyer.” See id. § 139 1(c)(4). Even under the direct attrib ution method, however, a share o f the liabilities unattributable to any particular emp loyer in the pla n is allocated to the dep arting emp loyer. See id. § 1391 (c)(4)(A)(ii). 6 Th us, Section 1381(b) (1) provides as follow s: The wit hdrawa l liab ility o f an emp loyer t o a pla n is the amount determine d under section 1391 of thi s title to be the allocable amount of unfu nded vested benefits, adjusted— (A) f irst, by any de m inimis r eduction applicable under sectio n 1389 of this title, (B) n ext, in the case o f a partial withdra wal, in accor dance with sectio n 1386 of this title, (C) t hen, to th e extent necessar y to reflect the lim itation on annua l payments under sectio n 1399(c)(1)(B) of this title, and (D) f inally, in accordance with section 1405 of this title.

11 W ithdrawal liability play s an important role in the multiemplo yer plan system, beca use i t helps to pre vent em ploye r exits f rom a trou bled f und. It also h elps, o f course, to ensu re that a departing employer pays its fair share o f the liabilities borne by the old plan, protecti ng the w orke rs who a re entitle d to c ollect th eir pen sion s from the old plan’s communal pot. See al so T.I.M. E. - DC, Inc., 756 F.2d at 944; ILGWU N at ’l Ret. Fund v. Levy Bros. Frocks, Inc., 846 F.2d 879, 880–81 (2d Cir. 1988). D. Re ductions to withdrawal liability in the or dinary case, i ncluding upon a n employe r’s vol untary withdrawal from a plan In most withdrawal scenar ios, including whe re an employer voluntarily exits a plan, the employer can seek a re ductio n in the amo unt of withdr awal liability calculated by the plan’s sponsor. As relevant here, the employer is entitled to a reduction if its old plan transfers to its new plan certain liabilitie s related to the employer. See 29 U.S.C. § 1391(e). For e xampl e, when curr ent e mploy ees switch plans, the employe r may pref er that they c ollect all of their benefit s from the new plan, including th ose ben efits tha t vested while they were participating in the old plan. See, e.g., Ganton Techs., Inc., 76 F.3d at 464. It may th erefo re as k the old p lan to transfer those liabilities to the new plan. An old plan gener ally has discretion to approve or reject an employer’s transfer request. See id. at 466. In a pproving o r denyi ng the reques t, howeve r, th e old pl an mu st comply with ER ISA’ s asset tr ansfer rules, includ ing that it cannot “u nreas onabl y restrict the trans fer of plan ass ets in connection with the transfer o f plan liabilities.” See 29 U.S.C. § 1414(a). If the old plan appr oves the transfer, ER ISA provides for a corresponding reduction to an employer’ s withdrawal liability: Section 1391 (e) direct s the old plan to sub tract the va lue of any “ tran sferred unfu nded vested benefits ” from the employer’s withdrawal liability. Recall th at in Part 1 of ERISA’s Subtitle E, “unfunded vested benefit s” is defined as liabilities (i.e., vested benefits) minus asse ts. See id. § 1393(c). Thu s, in this context, the “tran sferred unfund ed vested benefits” are the

12 total lia bili ties tha t were transf erred fr om the old pl an to the n ew on e, min us a ny assets that were transferred. If the depart ing employer brings with it liabilities that equal or exceed its withd rawal l iabi lity, and n o asse ts, the Se ction 13 91(e) reduc tion means that the employer will owe no withdrawal liability to the old plan. The goals of the M PPAA are therefore satisfied: the old plan is compensate d for the employ er’s withdrawal, because it is able to offload lia bilities that equal or exceed the employer’s withdrawal liabilit y. Financially, the old plan is in the same position as if the e mployer had paid its with drawal liabilit y. The employ er, for its part, begins to pay into the new plan, and makes no furth er paym ents to th e old pl an. Because the term “un funded vested benefits” is def ined for the purp oses of Part 1, Secti on 1391 (e) is not dif fic ult to in terpret. B ut the reduction contemplated by Section 1391(e) does not apply when, as happened to Mar-Can, an employer withdraws from a multiemployer plan because of a change in ba rgai ning represent ative. We turn now to the special provisio ns that apply in such a case. E. Reduction to wit hdrawal liability when plan t ransfer is require d by a certified change of collect ive bargaining representative Section 1415, in Part 2 of ERISA’s Subtitle E, governs when an employer “has completely or partially withdrawn from a mult iemployer plan. . . as a result of a certified change of collect ive bargaining representative .. . .” 29 U.S.C. § 1415(a). I n the even t of such a withdr awal, it provide s that “the old plan shal l tr ansfer assets and liabilities to the new pl an” in the fashio n that the law directs. Id. § 14 15(a) (e mphasis added). Unlike when an emplo yer voluntar ily withdraws from a plan, therefo re, the old plan d oes not h ave dis cretion to choose the amount of assets or liabilities it will transfer. It must transfer to the new plan the liabilities (i.e., vest ed bene fits) asso ciate d with all of

13 its act ive e mploy ees who a re swit ching uni ons. See i d. § 1415(b)(2)(A)(ii); PBGC, Opinion Lette r 88 -6 (Apr. 1, 1988), 1988 WL 192427, at *1. If the transferred liabil ities exceed the to tal amou nt the em ployer owes in withdrawal liability, t he old plan must also transfer as sets to th e new p lan to m ake up the difference. See 29 U.S.C. § 1415 (b)(3), (g)(1). This to o is a diffe ren ce from t he ordinary case, in which the old plan is not r equired to transfer any particular a mount of assets. See Ganton Techs., Inc., 76 F.3d at 466. Mea nwhi le, the exiting empl oyer’s form er workers remai n with the old p lan an d conti nue to recei ve benef its f rom its c offers bas ed on the em ployer ’s pas t contrib ution s. See T.I.M.E.- DC, Inc., 756 F.2d at 946. After a change in bargaining represent ative, the withdra wal process pro ceeds in several steps. To begin, th e old plan notifies the exit ing employer of its withdrawal liability amount, which t he plan sponsor must calculate in t he same manner as is described above for the general case of withdrawal. 29 U.S.C. § 1415(b)(2)(A)(i). Nex t, it conf irms to th e departi ng em ployer the pla n’s “i ntent to t ransf er to t he new plan” responsibility for paying out the vested b enefits of ac tive emp loyee s who a re swi tchin g pl ans. Id. § 1415(b)(2)(A)(i i). Furth er, it noti fi es the em ployer of the tota l “amount o f assets and liabilities [it will] transfer[] to t he new plan. . . .” Id. § 1415(b)(2)(A)(ii i). After thos e noti fic ations, a trans fer wil l occ ur in one of tw o poss ible ways. In the first, absent objection a nd appeal, 7 the “plan sponsor o f the old plan shall tr ansfer the appropriat e amount of assets and liabilities to the ne w plan.” Id. § 141 5(b)(3). I n the second, the spo nsors o f the old and new plan s can agree that a di fferen t amoun t of assets or liabilities sho uld be transferre d. See Walt er v. Int’l Ass’n of Machinists Pension 7 The employer mig ht object, for e xample, to the ol d plan’s calculat ion of its withdrawa l liability.

14 Fund, 949 F.2d 310, 314 (10th Cir. 1991) (desc ribing possibility of agr eement between old plan and new plan). 8 Regardle ss of th e transf er met hod chosen, howe ver, t he departing employer’s withdrawal liability wi ll be reduced as described in Se ction 1415(c), which pro vides as follo ws: If the plan sponsor o f the old plan transfers the appropr iate amoun t of assets and liabi lities under thi s section to th e new plan, then the amount of the emplo yer’s withdrawal liability (as determined under sectio n 1381(b) of this title without regard to s uch transfe r a nd this se cti on) wit h re spect t o the old plan shall be reduced by t he amount by which –– (1) the valu e of the unfu nded v ested ben efits allocable to the employer which were transferred by th e plan spons or of the old plan to the new plan, ex ceeds (2) the value of the assets transf erred. 29 U.S.C. § 1415(c) (emphasis added). As prev iewed, the parties disagree about ho w the old plan should calcul ate “ the v alue of the unfunded vested ben efits allocable to the employer ” referr ed to in Section 1415(c)(1). 8 By default, S ect ion 1415 sets the amount o f assets and liabilities t hat must be transferred from the old plan to the new. But the joint operation o f Sections 1415 (f)(1), 1411, and 1414 allows t he old p lan a nd the ne w pla n to negotiate other arra ngements. If bot h wish to leave some qua ntum of assets or liabilit ies behind, rather t han the amo unt that is dictated by statute, these pr ovisions give them the discretion to come to some alternat ive arrang ement. They remain su bje ct, however, to th eir o rdinary fiduciar y oblig atio ns, as we ll as to th e o the r transfer requirements set out in Sections 1411 a nd 1414, s uch as Section 141 1(b)(2)’s requireme nt that “no parti cipant’s or beneficiary’s accrued benefit will be lo wer immediately after the effective date of the ... transfer than the benefit immed iately before t hat date . . ..”

15 II. Factual background In this appeal, the facts are larg ely undisputed. We draw them primarily from the parti es’ res pectiv e s tatemen ts of u ndis puted mate rial fa cts, s ubmitted at sum mary judgment. Plaintiff - Appellee Mar - Can is a school b us comp any that p rimaril y trans ports special - needs children in Westches ter and N ew York C ountie s, in N ew York State. In 1979, Mar- Can entered into a collective bargai ning agreement (“CBA”) with a Teamste rs local union chosen by its bus drive r employees and bega n contri butin g to the associat ed Old Plan on their behalf. The Old Plan is a multiemployer defined benefit plan that, at t he time of the events described her e, had long supported t he pension benefits o f employ ee s and f ormer emp loyees of Mar - Can and other participating compani es. In March 2020, Mar- Can’s employees voted to leave the Tea mster s local and jo in an ATW local. The National Labor Relations Board cert ified the election results, thus automa ticall y termin atin g Mar - Can’s CBA with t he Teamst ers local and triggeri ng Mar - Can’s obligati on to neg otiate a n ew CBA and t o contrib ute to th e Ne w Pla n, which is affiliated with the AT W local. 9 In April 2020, declaring that Mar- Can had effected a “complete withdrawal” under 29 U.S.C. § 1383, the Old Plan assessed Mar- Can approximat ely $1.8 million in withdrawal liability. ERI SA obligated Mar - Can to b egin 9 Mar- Can asked the Old Plan to allow it to sig n onto a parti cipation agreeme nt that would allow Mar - Can t o co ntin ue co ntrib uti ng to t he O ld Pla n, but t he Old Plan’ s trustees rejected the proposal.

16 paying th is s um w ithin 60 d ays of th e spon sor’s dema nd to the Old P lan, c oncurrent with m aking i ts regula r contrib utions to the New Plan. 10 See 29 U.S.C. § 1399(c)(2). Mar- Can objected that the Old Plan had not transferred t he assets and liabilities associated with its active employees to the New Plan, as required by Section 1415(a). It furthe r asserte d that Secti on 1415 (c) d irected the Old P lan to red uce Ma r - Can’s withd r awal liability to r eflect the Old Plan’s tran sfer of liabilitie s upon the depar ture from the Old Pl an of Mar - Ca n’s active employees. 11 The Old Plan rejec ted both transfer and reduction req uests. And meanwhile, Mar - Can began makin g regular c ontribu tions to the New Plan, as requir ed by its CBA with the A TW l ocal. 12 III. Procedur al history In Octob er 2020, a fter uns uccess full y seekin g to arbitrate the w ithdr awal liabi lity dispute, Mar - Can sued the Old Plan, seeking an o rder that would (1) requir e the Old Plan to transfer certain assets and liabilities to t he New Plan, and (2) r educe Mar - Can’ s 10 The statute impose s a pay-now, ask - qu esti on s -later regime in withdra wal cases, to protect the plan be ing lef t be hind. See 29 U.S.C. § 1399(c)(2). An employ er is s till ent itle d, howe ver, to question the former p lan’s calc ulation of withdra wal liability and to initiate arbitration as to its withdr awal lia bility in ca ses wher e relevant facts are contested. See id. §§ 1 399(b)(2)(A), 1401. 11 Initially, Mar- Ca n’s ca ll for a reduc tion o f wit hdrawal liability cited anot her s ectio n in ERIS A, 29 U.S.C. § 1391 (e). But since the di spute came to a head, the company ’s position ha s rested on Section 1415(c). 12 As these proceedings were unfolding, two other local companies experienced similar disruptio ns when t heir em ployee s —also Teamste rs members u ntil then— voted to follow Mar - Can employees to the same ATW l ocal a nd he nce to the Ne w Plan. The Ol d Plan sim ilarly rejected those companies’ claims to the reduced withdrawal liability calculation urged by the Mar-Can here, and t he resulting law suits were ass igned to Judge Seibe l, who decided them based on her analy s is in this case. See Jof az Transp., Inc. v. Loc. 854 Pension Fund, No. 22- CV -3455, 2024 WL 3887225, at *2 (S.D.N.Y. Aug. 21, 2024); A llied Transit Corp. v. Loc. 854 Pension Fun d, No. 21- CV -10556, 2024 WL 3 887245, at *1 (S.D.N.Y. Aug. 21, 2024). Appeals in those cases are be ing held pending resol ution of this appeal. See U.S. Co urt of Appeals for th e Second Cir cuit No. 24- 2597 (Jofa z); No. 24- 2593 (A llied).

17 withdrawal liability as sessment in the amoun t it said Sectio n 1415(c) required. On January 14, 2021, Mar- Can amended i ts complaint to reassert and ref ine the same claims. In May 2021, the Old Plan notified Mar- Can that it would tr ansfer liabilities valued at $5,479,926 (for convenience, “$5.5 million”) and assets valued at $3,680,318 (“$3.7 million”) to the New Plan to cover 144 of Mar- Can’ s activ e employ ees, who had all moved to the New Plan. 13 Meanwhile, 65 former Mar - Can employees (retired or deferred - vested employees) remained as par ticipants in the Old Plan. Despite its May 2021 notice, the Old Plan did not make the promised tra nsfers of assets and liabilities for over a year, u ntil a fter th e Dis trict Cou rt dir ected i t to do so in May 2022. 14 With the tr ansfer finally effected, the New Plan a ssumed all of the liabilities attribu table to the ac tive emp loyees of Mar - Can a nd accepted the transfer of the designated related assets. Nevertheless, the Old Plan insisted that Mar - Can st ill owed it $1.8 million. This was the amount that, the Old Plan had determined, was Mar- Can’s share o f the fund’s un funded liabilities. But because of the Section 1415 transfer, Mar- Can ha d alread y reliev ed the Ol d Plan of outs tandin g obliga tions e xactl y equal to that 13 The Old Plan i nitially no tified M ar -Can that it would transfer liabilities and assets to cover 142 employees. In January 2023, the O ld Plan additio nally transferred pe nsion liabilities o f $413,343 and assets of the sa me amount to th e New Plan t o cover two Mar- Ca n employees who had be en omitted from the initial t ransfer group of 14 2. The additio nal transfers of assets a nd liabilities did not change t he Old Plan’s overal l withdrawal liabi lity calculatio n for Mar- Can. 14 The Old Plan purports to appeal also from the portion of the District C o urt’s judgment ordering it to trans fer assets and liab ilities to the N ew Plan as required by Section 1415. However, it advan ces no argument i n its briefs that this tr ansfer order was unwarranted. We therefore treat this point as abandon ed. See Ahmed v. Holder, 624 F.3d 150, 153 (2d Cir. 2010) (“Issues not briefed o n appeal are considered aba ndoned.”).

18 share: the difference be tween the $5.5 millio n in liabilities and the $3.7 millio n in asse ts that we re shif ted to the New P lan. 15 The Old Plan continued t o demand $1.8 million as its d ue, regard less of the now - removed liabilit ies. And in March 2023, the pa rties cross - mov ed fo r summary judgm ent, ea ch prop osing i ts prefe rred inte rpre tation of Section 141 5(c) ’s provis ion regarding reduction of withdrawal liability aft er transfer of assets and liabilitie s. 16 In March 2024, th e Dis trict Cou rt aw arded pa rtial summ ary jud gment to Ma r - Can, adopting Mar- Can’s position that, af ter th e asse t and li abil ity transf er to the Ne w Plan, Secti on 1415(c) d irected the reducti on of Mar- Can’s withdr awal liability to zero. Mar - Can Tr ans p. Co. v. Loc. 854 Pension Fund, 722 F. Supp. 3d 355, 378–79 (S.D.N.Y. 2024). The Old Plan timely a ppealed. 17 DISCUSSION We review de novo a dis trict c ourt’s g rant of s um mary ju dgmen t, “constru ing the eviden ce in th e light m ost fa vorable to the no n - moving party and drawing all reasonable inferences in that party’s favor.” Bec k v. Manhatt an C oll ege, 136 F.4t h 19, 22 15 The parties do not di spute the calc ulation of Mar- Can’s wi thdra wal lia bilit y for the p urposes of the summary judgment motions and, therefore, for this appeal. Here, Mar - Can’s clai med reduction pursuant to S ection 1415 is p recisely the full amo unt of its wit hdrawal lability. T he competing interp retations of Section 14 15(c) at issue t hus tur n only on w het her, under the statute, the wit hdra wal li abili ty amo unt sho uld be red uced in full, or not at all. 16 They each also provided (and the District C ourt exclude d) expert repo rts purportin g to validate their resp ective interpretatio ns of the stat ute. 17 In its cross-appeal, M ar- Can challenges only the District Co urt’s rejection of its expert repor t. As explained abov e, in light of our decision to affirm the District Court’s ju dgment in Mar- Can’s favor, we dismiss Mar - Can’s cross - appeal as moot.

19 (2d Cir. 2025) (alterations adopted, internal quotation marks omitted). A court sh ould grant summary judgmen t when there is “no genui ne dis pute a s to any m aterial f act an d the movan t is en titled t o jud gment as a matte r of la w.” Fed. R. Civ. P. 56(a). As n oted above, th e parti es do n ot disp ute the rel evan t fac ts. I. The partie s’ competin g inter pretation s of Se ction 1415 Section 1415(c) direct s the plan sponsor to r educe the withdrawal liability “by the amount by which — (1) the v alue of t he unfunde d veste d benefit s allocable t o the employer which were t ransferred by t he plan sponsor of the old plan to the new plan, exceeds (2) the value of the assets transferred.” This case presents a no vel legal questio n in this and other Cir cuits, despite the decades t hat h ave pa ssed sin ce the M PPAA ’ s enactme nt: to what exte nt should a plan reduce an employer’ s withdrawal liability if t he employer withdr ew from the plan because it s emp loye es have changed their collec tive bargaining represen tative? Or, in statutor y term s, wh at is th e correct c onstru cti on of the phrase “unf unded ves ted benefit s” as u sed in Se cti on 141 5(c)? Mar- Can submit s, and t he D istr ict C ourt conc lude d, that th e referenced “unfunded vested benefit s” are the total amount of liabilitie s transferr ed by the Old Plan to the New P lan. To determine the Section 1415(c) withdr awal - liability reduction, then, one would simply take th e value of the liabilities transferr ed (the “unfun ded vested benefits,” o n this view), 29 U.S.C. § 1 415(c)(1), and subt ract t he “value of the assets t ransfe rre d,” id. § 1415(c)(2). This can be repr esented by the follo wing for mula: For ease of compa rison to the Old Plan’s approach, we show Ma r - Can’s definition of t he term “ unfunded ve sted benefi ts” in bold. Thi s is where the part ies’ dispute lies.

20 Applied here, Ma r - Can’s formula would entitle it to a $1.8 millio n reduction, because t he liabilities tr ansferred ($5.5 million) minus the assets transferred ($3.7 million) equal s $1.8 million. Be cause Mar - Can’s calculated withdr awal liability is also $1.8 million, that r eduction would bring its withdr awal liability to zero. Mar - Can argues that this outco me is both c orrect and fair, be cause by offloa ding to the New P lan more liabilities than as sets, the Old Plan has e ffectively reco uped the amount of withdrawal liability t hat it woul d ot her wise be entit led to collec t from Mar -Can. The Old Plan reads Sec tion 1415(c) differently. I t pr o po ses t hat “unfunde d vest ed benef its al locab le to the em ployer” refers to th ose tran sferred liabi lities that are n ot assoc iated with an y transf erred as sets: that is, an am ount obta ined b y taking the value of the transferred liabilities less the value o f the tr ansferred assets. To determine the reduction amo unt, then, the Old Plan w ould take the liabilities transferred less t he asset s trans ferred (its definition o f “unfunded ve sted bene fits”), 29 U.S.C. § 1415(c)(1), and then s ubtrac t the “val ue of the asse ts trans ferred ” again, id. § 1415(c)(2). In other words, as decoded by the Old Plan, S ection 1415(c) reads: “liabilities minus assets minus assets. ” Or, to show th e Old P lan’s theory in a formula, with it s definition of “unfunded vested benefits” in bold: The Old Plan’s formula leads t o a very different re sult in this case. T aking the liabilities transferr ed ($5.5 million) and subtract ing twice the asse ts t ransf err ed ($7.4 mill ion) gen erates a negative n umb er. Acc ordin gly, Mar - Can woul d be en titled to n o reduc tion of its withdrawal liability at all, which would remain at $1.8 millio n.

21 Indeed, under the O ld Plan’s approach, no employ er would be entitle d to a ny reduction in withdrawal liabilit y under Section 1415(c) unless the liabilities its old plan transferred were more t han double t he asset s it t ransfe rre d. As the f ormula shows, employers would effec tively pay twice for any transferred ass ets: once, because t hose assets would be deduc ted t o calculat e the “un funded vest ed benefit s” amo unt, id. § 1415(c)(1), and again, because the statu te direc ts the Ol d Plan to dedu ct “the va lue of the assets transferred” from those u nfunded vested ben efits, id. § 1415(c)(2). II. Mar-Can’s reading best reflects the statute’ s text, stru cture, a nd le gislative purpose For the rea sons set for th b elow, w e conclude that the phrase “unf unded vested benefits al locable t o the e mploye r” is ambig uous as used in that Section. When the text of a sta tute is ambi guous, “we tes t the com peting in terpretati ons agains t both th e statutor y struc ture .. . and the legislativ e purpose and history of [the p rovision].” King v. Time Warner Cable Inc., 894 F.3d 473, 477 (2d Cir. 2018) (internal quotati on mar ks omitted). Here, both st ructu re and l egisl ative p urpose confi rm that Mar - Can’s interpr etation of Sectio n 141 5(c) is the corre ct on e. We therefore affirm the D istr ict C ourt’s g rant of s umm ary jud gment to Mar - Can. 18 18 Mar-Can asserts t hat our 1985 decis ion in T.I.M.E. - DC, Inc. controls this case. That panel wrote about Section 1415: T he statute further requires the old plan to r educe the employer ’ s withdrawal liabi lity based on the amo unt of assets a nd liabilities transferred as a result of tra nsferred em ployees. In this way the statute reaches a pr oper allocation o f the employer ’s payments on behalf of its emp loyees. It ens ures that both plans are f unded and avoids the possibility of doubl e payments by the employer. 756 F.2d at 946. O ur holding today is f ully consistent wit h that statement, certainl y. B ut the T.I.M.E.- DC Cou rt ’s holding was that Section 1415 ’s transfer provis ions did not alter the

22 A. The phrase “un funded vested benefits allocable to the employer” is ambiguous We begi n, as w e must, with “ the pla in lan guage” of the statute, “giv ing al l undefined terms their o rdinary meaning while attempting to ascertain how a reasona ble rea der wou ld u ndersta nd the s tatutory text, c onsid ered as a whol e.” Deuts che B ank Nat ’l Tr. Co. v. Quic ken Loans, Inc., 810 F.3d 861, 868 (2d Cir. 2015) (internal quotation mar ks omitt ed). W e interpret the language “ with a view to [each t erm’s r ole ] in the ove rall sta tuto ry sc heme. ” S ee S pringfield Hosp., I nc. v. Guzman, 28 F.4th 403, 418 (2d Cir. 2022) (intern al quota tion mar ks omi tted). The parties are in acc ord on the meaning of the term “vested benef its”: “ v ested” means “fully and uncondit ionally guarant eed as a legal right, benefit, or privilege.” Vested, Merriam- Webster Dictionar y, https://perma.cc/V6CG- DJZQ (l ast visited Se pt. 8, 2025). 19 In the c ontext of pen sion s, it m eans th at the righ t has b ecome nonforf eitabl e as to the emplo yee, who is eligible to collect it and entitled to enforc e tha t right. See 29 U.S.C. §§ 1002(25), 1053 (a); McDon ald v. Pensi on Plan of NY SA - ILA Pensio n Tr. Fu nd, 320 F.3d 151, 156 (2d Cir. 2003) (“Under ERISA, . .. [v]est ed benefit s ... refer to th ose normal retirem ent ben efits to whic h an e mployee has a nonf orfeita ble claim; in other words, those a ccrue d benefi ts he i s entitl ed to keep. ” (in ternal qu otati on m arks omitt ed)). employer ’s obligation to beg in pay ing wi thdra wal liab ility even if it believes the old plan has not transferred t he appropr iate amount of assets and liabilities to the new p lan. See id. at 943, 947. The panel’s st atement there abo ut the goals of the Section 1415 (c) r edu ct ion was dic ta. 19 See also Vested, Bla ck’s Law Diction ary (12th ed. 2 024) (“Having be come a completed, consummated rig ht for present or fut ure enjoyment; not contingent; unco nditional; absolute . . . .”). As used in ERIS A, the word comp orts with t he standard de finition of “benefits” as referring to “a paym ent or servi ce provided for under a n annuity, pen sion plan, or i nsurance policy.” Benefits, Merriam -Webster, https: //perma.cc /B42R- ZAAT (last visited Sept. 8, 2025).

23 The parties’ difference hinge s on the word “unfunded” a s it is used to modify t he “vested right” that is “all ocabl e to the em ploye r” in Sec tion 1 415(c). We theref ore examin e Section 1415’s use of that m odifie r. Mar- Can urge s that liabilities can be t ermed “ unfunded” si mply be cause t hey represen t an am ount o wed to vested empl oyees, and the employer’ s obl igation to pay the veste d bene fits i s outs tandin g. Thus, th ose liabilities remain “ unfunded” because they are st ill unpaid, even wh en tr ansferr ed along side asse ts. The asset s, alt hough transferred at generally the s ame time as the liabi lities, have no indelible link to thos e liabilities; they could be used, for ex ample, t o pay other obligations of the New Plan. To su pport this readin g, Mar - Can points out th at Section 1415(c) — with its distinct subse ctions (1) and (2) — appears to tr ack two d istin ct variab les. As a stu dent’s math w orksheet m ight presen t a sub traction problem, the s tatute di rects the read er to take on e number (the “unfunded v ested be nefit s” tra nsferre d) and subtr act anot her number (th e “assets” t ra nsferre d). This for mulatio n suggest s that the v ariabl es are independent: the “unf unded vested benefits” are unpaid liabilities, and t he “assets” are undesign ated fund s. This is one plau sible reading o f the statute. The Ol d Plan, on the oth er hand, sub mits tha t the trans ferred vested ben efits are “unfunded” if they are not “offset . . . by transferred assets.” Appellant’s Br. at 29. This interpretat ion would have us focus on the asset and liability transfer direct ed b y Section 1415 as a whole: the “unfunded” liabilities are those transf erred liabi lities in excess of the t ransfe rred assets, which are “un funded ” in r elat ion t o those a ssets. This too is a plausible reading.

24 B. The definition of “unfunded v ested benefits” g iven in Part 1 o f Subtitle E does n ot resol ve the a mbigu ity Section 1415(c) appears in Part 2 of Subtit le E, which gov erns plan mer gers and transfers of assets and liabilities. See 29 U.S.C. §§ 1411–15. Part 2 contains no definition of the term “unfunded vested benefits allocable to the employ er.” The Old Plan refer s us to the definitio n of the term “unfunded vested benefit s” that is prov ided in Part 1 of Subtitle E, in S ection 1393. In defining that term, Section 1393 instructs: For purpose s of [Part 1], t he ter m “unfunded veste d benefits” means with respect to a plan, an amount equal to– (A) the v alue of nonfor feitable be nefits [i.e., liabilities] under the plan, less (B) th e value of the as sets of th e plan. Id. § 139 3(c). As explaine d above, this for mula is used in Part 1 to calculate the plan’s collective “ unfunde d ve sted benefi ts” —t he deg ree to which the plan as a whole is underfunde d. Part 1 then direc ts the pl an sp onsor to de termi ne the portions of th ose “unfunded vested benefit s” that are “allo cable to [the withdrawing] emplo yer.” Id. §§ 1381, 1391. The Ol d Plan urges th e Court to apply Section 1393(c)’s definition of “unfunded vested benefits” when interpreting Sectio n 1415. It conten ds tha t we s houl d rely on th e “normal rule” of statu tory inte rpre tation “ that id entic al words used in diff erent pa rts of the same act are intended to have the same meanin g. ” Appellant’s Br. at 24 (quoting Brooke Grp. Ltd. v. Br own & Will iamson Tobacco C orp., 509 U.S. 209, 230 (1993) (in ternal quotation mar ks omitt ed)). This is indeed a ve nerable principle. B ut it has no application here.

25 To begi n, by its own te rms the Section 139 3(c) definition applies to “this part” –– i.e., Part 1––of the statute. Section 1415(c) appears in Part 2. This alone would be reason to doubt th at th is sa me - meaning rule should apply. Cf. Grajales v. Comm ’r of Inte rnal Revenue, 47 F.4th 58, 62 (2d Cir. 2022) (“When Congress uses certain language in one secti on of the statute y et omi ts it in another s ecti on of the same Act, it i s general ly presumed that Cong ress acts intentionally an d purposefully in the d isparate inclusion or exclu sion of that lan gua ge.” (i nternal q uota tion marks omitt ed)). In addition, Se ction 1415(c) refers not just to “unfun ded vest ed ben efits,” but to “unfunded v ested ben efits al locable to an employ er.” 29 U.S.C. § 1 415(c)(1) (empha sis added). That latter, longer phrase is not de fined in Section 1393. It is, however, used in other places in Part 1: it refers to t he portion of the old plan’s unfunded liabilit ies for which the depar ting employer is deemed responsible under the s tatutory fo rmul as. See, e.g., id. § 1391(a), (b)(1), (c)(2), (c)(3). Tha t amount, afte r certain ad justment s, beco mes the employer ’s withdrawal liability. Id. § 1381(b)(1). So, in Part 1, “unfunded vested benef its al locab le to the em ployer” w ould simply mean the employ er’s pre - adjust ment withdrawal liability. Importin g this defi nition in to Secti on 1415 (c), as the Old Plan u rges us to do, proves c halle nging. Se ction 1415(c) as ks us to d etermine “the un funded vested b enefi ts allocable to the e mployer ” that w ere “ trans ferred b y the pla n spon sor of th e old p lan to the new plan. . ..” But withdrawal liability (either pr e - or po st - adjustm ent) i s not transf erred fr om the ol d pl an to the n ew. T hus, if we stri ctly ap ply the ru le that w ords shou ld mai ntain a consis tent mea ning ac ross Pa rt 1 and P art 2, we would make li ttle progr ess to ward s deciphering Section 1415(c). Further, i n dete rmini ng ordin ary mea ning, “text m ay not b e divorce d from context, ” and s o the “s ame words, place d in dif ferent c ontexts, sometimes me an different t hings.” United States v. Rosario, 7 F.4th 65, 70 (2d Cir. 2021) (internal quotation

26 marks a nd ci tations omitted, altera tion adop ted). P arts 1 and 2 of ERISA’ s Subtitle E do fundamentally di fferent things. As t he D istri ct C ourt noted, Part 1 –– and the definition of “un fund ed veste d benefi ts” tha t it adopts –– consi ders an old plan as a whol e, looking at the old plan’s healt h and stability, via the method it es tabli shes for determ inin g an employer’ s withdrawal liability. If t he old plan as a whole is under funded, then ERI SA may re quire t he departing employer to pa y withdrawal liability, regardl ess of whe ther that employer is r esponsible for the deficit. In this con text, ther efore, a “ves ted ben efit” is “unf unded” be cause it is n ot asso ciate d with asse ts in t he com munal pool. Part 1 ’s definition of “unfunded v ested benefits” accor dingly focuses on the liabilities and a ssets of the whole plan. See 29 U.S.C. § 1393(c) (defining “unfu nded vested benefits” as “the value of [liabilities] under the plan, less .. . the value of the assets of the p lan ”) (e mphases added)). Part 2, i n contra st, off ers spec ific sta tutory p rotocols for me rgers and f or asset and liability tra nsfers. As the D istri ct C our t descri bed, Part 2 focuse s on “the liabilities and assets that will be t ransferred regarding a specific employ er without reference to the. . . plan’s [total] assets and liabilities.” Mar - Ca n Tran sp. Co., 722 F. Supp. 3d at 369 (emphasis added). Any transferred liabilities or assets become part o f a ne w plan’s c ommu nal p ool. Dep ending on th e heal th of the new plan, the transferred liabilitie s might ultimat ely be fun ded by c orrespon ding as sets, or they mi ght not b e. Whether the se liabilities ar e funded or not funded, in this s ense, depends partly o n the liabilities and assets already in the ne w plan’s pool — not solel y on th e ass ets or lia biliti es trans ferred. Because of this dependent relat ionship, the transferred a ssets and liabilities within an old plan as a whole are not dispositive in this con text. The Old Plan resist s th e conclusi on tha t Part 1 focuse s excl usive ly on a plan “as a whole,” pointi ng out t hat Part 1 someti mes r efers to “ unfund ed vested benefits that are allocated to specific employers.” Appe llant’s Br at 24 (citing 29 U.S.C. §§ 1381(b)(1),

27 1389(a), and 1391). In those p arts, however, t he phrase “unfunded vested benefit s” still refers to the liabilities of the entire plan; the s tatute s imply a lloca tes a sl ice of that broader pie to t he withdrawing employer. See id. §§ 1381(b)(1), 1389(a), 1391(a). We can identify one inst ance, ho wever, where Part 1’s use o f “unfunded veste d benefits” a rguably does n ot refer to the unfunded liabilities of the en tire plan. This is in Section 1391(e), which explains how courts sh ould reduce withdraw al liability in the ordinary case of withdrawal, i.e., when a n employer i s exitin g for a rea son othe r than its employee s’ change in barg aining re presentation. As d escribe d abov e, S ectio n 1391(e) direct s: “ [i] n the case o f a transfer of liabilities to another plan incident to a n employer’s withdr awal or part ial withdrawal, the withd rawn employer ’s liability under this par t shall be re duced in a n amoun t equal t o the v alue .. . of t he tra nsferred unfun ded ve sted benefits.” T he parties agree that Part 1’s definition of “unf unded vested benefits” applies here, and that Section 1391(e) therefore refers to “transferred liabilities minus any tr ansfer red asse ts.” Tha t is the same d efiniti on that the Old Pl an a sks u s to appl y in Section 1415(c). Because Section 1391(e) is Section 1415(c)’s counterpart in Pa rt 1 — both deal with reductions in withdrawal liability — it des erves our pa rticul ar atten tion. We are n ot persuaded that “unfunded vested benefits” must have the same meaning in the two sectio ns, however. As an initial matter, b esides the reference to “unfunded vest ed benef its,” the two s ections a re very di fferen t in both stru cture a nd in w ord choi ce. 20 This 20 Section 1391(e) provides: In the case of a tra nsfer of liabi lities to anot her plan i ncident to a n employ er’s wit hdra wal or partial withdraw al, the wit hdra wn employer’s liability u nder this part shall be reduced in an amo unt equal to t he value, as o f the end of the la st plan year en din g on o r

28 is not a circumst ance where C ongr ess has “u sed ver bati m much o f the [same ] langu age” in tw o paral lel p arts of a statute so that we c an therefore assu me that like words sh ould receive like interpretations. In re Soussis, 136 F.4th 415, 439 (2d Cir. 2025). Instead, as noted above, a mong several pertin ent differences, Section 13 91(e) refers to “unfunded v ested ben efits,” while Sectio n 1415(c) r efers t o “unfund ed vest ed benefit s allocabl e to the e mploye r.” 21 29 U.S.C. §§ 1391(e), 1415(c) (emphasi s added). As we h ave explained, these two p hrases refer to di stinc t c oncepts. Thus, in l ight of the di fferen t wordin g of eac h sec tion, an d the di fferen t contexts (Part 1 versu s Part 2) in wh ich ea ch secti on appe ars, w e cannot u se Secti on 1391 (e) to definitively deduce the meaning of Section 1415(c). before the date of the withdrawa l, of the tran sferred unfunde d vested benefits. Section 1415(c) provides: If the plan sponsor of the old plan transfers the ap propriate amount of assets and liabilities under this section to t he new plan, then the amount of the em ployer’s withdra wal liabi lity (as determi ned under section 1381(b) of this tit le without r egard to s uch transfer and this section) with re spect to the o ld plan s hall be reduced by the amount by which–– (1) the value of the unfunded vested benefits allocable to the employer which were transferred by the plan sponsor of the old plan to the new plan, exceed s (2) the value of the as sets transferred. 21 Another relevant d istinction is that Sectio n 1391(e) refers to a “transfer of liabilities,” while Section 1415(c) re fers to a “transfer [] of the appro priate amount o f assets and liabil ities.” This reflects that in the ord inary case (gover ned by Sec tion 1391(e)), the o ld plan is not re quired to transfer any particu lar amount of as sets, while in the change- in - ba rgain ing - representation scenario (gover ned by Section 1415 (c)), it is required to transfer the amou nt specified in Sect ion 1415(g)(1). Thus, Co ngress may h ave presumed when drafting Sectio n 1391(e) that in many (or even most) cases, t he old plan wou ld not elect to t ransfer any assets at a ll.

29 More general ly, r eview ing the entire te xt of the MPPAA, it is clear t hat Congress was not meticulou s about us ing the s ame w ord or phras e to de scrib e a parti cula r concept throughou t the statute. See, e.g., 29 U.S.C. § 1415 (us ing the terms “liabilities,” “nonforfeitable benef its,” and “vested benef its” interchangeably). And understandably so, since as we exp lain in th e next s ection, the l egisla tive proce ss in volved months of negotiations and a s eries of piecemeal am endments. See 126 Cong. Rec. 20148 (July 29, 1980) (Sena tor Arms trong exp ress ing c oncern that a “complex bill in which there have been literally hundr eds of changes made in the l ast mon th or so” w as “c om[in g] to the floor wi thout [a n upd ated] c ommi ttee report”). Section 1415 itself was a relatively late additi on to the s tatute, c oming m onths a fter Congres s had settled on m ost of the key provisions in Part 1 of Subtitle E. We therefore conclud e that the ter m “unfunded vested benefits” ne ed not carry the same meaning in bot h Parts. Part 1’s definition of “unfunded vest ed benefit s ” do es not resol ve the a mbigu ity in Sec tion 14 15(c). C. The legislative str ucture, purpose, and history suppor t Mar - Can ’s interpre tation of Sec tion 1415(c) When i nterpretin g a st atute, w e als o “ look to the statu tory schem e as a who le ” to infor m our reading of th e text. See J.S. v. N.Y. State Dep ’t of Corr. & Cmty. Supervis ion, 76 F.4th 32, 38 (2d Cir. 2023) (in ternal q uotation marks omitted). We canno t “con strue each phras e literal ly or in isola tion” an d shu t our eye s to the b roader s tat utory con text. Pettus v. Morgenthau, 554 F.3d 293, 297 (2d Cir. 2009). This approach of s earchin g for broad er coher ence is partic ularly i mportant i n the c ontext of a c omplex s tatute l ike ERI SA; the “true me aning of a sin gle se ction” of suc h a statu te, “how ever prec is e its l anguage, cannot be ascer taine d if .. . con s idered apart from related sections.” Gr ajales, 47 F.4th at 62 (quoting Comm’r v. Engle, 464 U.S. 206, 223 (1984)).

30 In add ition, w here the statu tory te xt is am biguou s, we also con sider the st atute ’s stated purpose and it s legislative histo ry. See King, 894 F.3d at 477. In doi ng so, w e favor an in terpretati on that a dvan ces th e statute ’s “pri mary purp ose” an d th at avoids “anomalous or unreasonable results.” Marvel Characters, Inc. v. Simon, 310 F.3d 280, 290 (2d Cir. 2002) (intern al quota tion marks omit ted). Applying these pr inciples here, we agree with Mar - Can that “unfund ed vest ed benefits” in S ection 1415 refers to the liabilities that ar e transferred from the O ld Plan to the Ne w Plan, withou t regard to th e ass ets also transf erred. The Old Plan’s interpre tation of Sec tion 1415(c) woul d lead to a series of “an omalo us or u nreason able result s.” 1. The Old Plan’s interpreta tion would create a windfall for the Old Plan and unfairly pena lize employers that wit hdrew from a plan involuntarily becau se of a change in barga ining representative To start, if the Old Plan’s reading is corr ect, M ar - Can’s depar ture would result in a windfall for the Old Plan and the e mployers that rema in in the pool: u p on maki ng the required transfers o f liabilities and assets, the Old Plan would der ive a net gain of $1.8 million (the difference bet ween the value of the liabilities t ransferred and assets trans ferred). But Mar - Can wou ld be entitled to no red uction at all in its withdrawal liability to accoun t for th is net gain, eve n though the amou nt of its withdrawal liability is based solely on pr e - tr ansfe r liabilities under the old plan. It would be requ ired to pa y that full $1.8 million in withdrawal liability, without accou nting f or any net e ffec t of the trans fers. T he Old Plan thus would re ceive a benefit to taling $3.6 million, and as a result, withdrawal liab ility would have functi oned simply to do uble — not merely accou nt for — the Old Plan’s net gai n from th e trans fers. 22 See H. R. Re p. 9 6 -869, pt. 1, at 22 The Old Plan poi nts out that its i nterpretation do es not necessa rily re sult in a windfa ll, beca use “an employer’s withdrawal liability is not the same thing as its ‘al locable amo unt of unfunded

31 52 (1980) (explaining that withdrawal liability is inten ded to con stit ute an e mployer’s “fair share of the pla n’s unfunded benefit oblig ations”). Give n the M PPAA’s overarc hin g aim to “ensure[] that bo th plans are funded and av oid[] the po ssibility of doubl e payme nts by th e empl oyer,” T.I.M.E.- DC, Inc., 756 F.2d at 94 6, we find it implausible that Co ngress could have intended t his outcome. Furthe r, and even more implausi ble, the Old Plan’s approa ch would treat employe rs that volunt arily w ithdra w from a pla n more fa vorably than th ose that involu ntarily w ithdra w b ecause of a ch ange of barga ining re presen tative. As we hav e explained, in the or dinary case of withdr awal, Section 1391(e) di rects the old plan to reduce withdrawal lia bility to account fo r the assets and liabilities tr ansferred. The Sectio n 1391(e) formula is a s follows: 23 vested benefits.’” Appe llant’s Reply Br. at 22– 23 (quoting 29 U.S.C. § 1381(b)). That is, an exiting employ er tra nsferr ing unf unded liabil ities in an am ount eq ual to it s wi thdra wal liabi lity do es not necessar ily leave an old plan fully funded or wit hout unfu nded liab iliti es alloca ble to that exiting employer be cau se, in calculating withdra wal liability, Se ction 1381(b) req uires up to four downward adjustm ents from the amo unt of a llocab le unfu nded l iabilit ies. S ee, e.g., id. § 1381 (b)(1)(A) (requi ring “ any de min imis re duc tion appl icable under [Section 1389]”). B ut that argument is not hing more than an observat ion that wit hdrawal liability, after any Sectio n 1381(b) reductio ns, is an adjusted approximatio n of an exiting employer’s obligation to fund the old plan. That withdrawal liabil ity may not perfe ctly capture all al locable liabi litie s is of no moment; unless wit hdra wal liabilit y fail s to capture an old plan’s continuing obligations to an exiting employer’s employees at all, then having that employer pay the enti re ty of i ts withdr awal lia bility —when it already transfers l iabilities in ex ces s o f that same amount — creates a windfall to the old plan. 23 Section 1391(e) directs an old pla n to re duce the wit hdrawa l liab ility of an em ployer to account for the val ue “of the tra nsferred unfunde d vested benefits.” Be cause this p rovision appears in Part 1 o f ERISA’s S ubtitle E, that part’s definition of “u nfunded vested be nefits” applies: the term means the value o f vested benef its (liabilities) le ss the value of the a ssets. See 29 U.S.C. § 1393 (c).

32 This is precisely the for mula that Mar - Can s uggests for the e qui valent red uction when an employer withdr aws from a plan incident t o a change in bargaining representat ive. The Old Plan’s alter native reductio n formula for such involuntary wit hdrawals, however, would co unt th e asset s tran sferr ed twice: Thus, under the Old Plan’s r ule, employers t hat were forced to leave a plan bec ause their o wn workers voted to switch unions would receiv e a smaller reduction in withdrawal liability than e mployers that left voluntar ily. The Old Plan ha s never explained why Co ngress wo uld pur posefull y cre ate such a discre pancy. Recal l that the s tatutory s chem e was enac ted in resp onse to f ears tha t employers would withdr aw from plans after their employees’ benefits had v ested, but before s atisf ying the ir fun ding ob ligation s, financially destabilizing t he plan and leaving wor kers with a difficult choice. See supra Statutory Ba ckgrou nd Sec tion I.B. Cong ress was co ncern ed t hat emp loyer s would destabilize plans by voluntar ily withdrawing from those plans, generating “chaos” and a “scramble to the exit. ” H. R. Rep. No. 96-869, pt. 1, at 224 (1980) (statem ents by Re p. Erlen born, et al.). A ccordingly, w ithdrawal liability requires compens ation by employers th at seek to leave an underfunded plan without paying their fair share of that plan’s liabilities. But un der Secti on 1415, the e mployer h as not volun tarily wi thdraw n from a plan for se lf - interested reasons — it has been forced to w ithdraw because its empl oyee s have changed barg aining re presentat ives. The Old Plan’s reading of S ection 1415 would paradoxically create a higher withdra wal liability (due to a smaller reduction in that liability), making i t more expen sive f or the w orkers th emse lves to le ave a p lan when they cho ose a n ew union. I t would be odd for Congres s to requ ire e mpl oyers to pa y additional withdrawal liabilit y in this scenario.

33 The Ol d Plan points to nothin g in the legislative history to sugge st th at this type of involuntar y withdrawal w as part of the rush - for - the - exit probl em th at Cong ress addressed in the MPPA A. That hi story d oes not i ndic ate that Con gress beli eved the employe es’ ch oice to s witc h uni ons should lead to gre ater withdrawal liability for the employer. I f anything, it suggests the opposite. The MP PAA grew out of a congr essiona lly mandated PBGC study t hat propo sed withdrawal liability as one of sever al solutions to the gr owing “pro blem of employer withdrawals.” Gray, 46 7 U.S. at 722–23 & n.2 (citing Pension P lan Ter minat ion Ins urance Issues: Hearings B efore t he Subcomm. o n Oversig ht of the H. Comm. on Ways & Mea ns, 95th Cong. 22 (Sept. 28, 1978) (statem ent of Ma tthew M. Lind, Execut ive Direct or, Pension Benefit Gua r anty Co rp.)). Under the PBGC pro posal, withdrawal liability “would be assessed when a withd rawa l occur [ed] irrespec tive of th e reas ons f or the with drawal, and irre spec tive of wh ether the union, the e mployer, or both i nitia te [d] the withdrawal.” PBGC, M ultiemployer Study Required by P.L. 95 -214, at 101 (July 1, 1978). The PBGC included i n this categ ory those em ployers t hat were fo rced to withdr aw beca use th eir empl oyees “vote [d] to d ecerti fy th eir barga ining r epre senta tive.” Id. Accordingly, ea rly versions of the bill t hat be came the MPPAA drew no d istin ction between employers that withdrew becau se of a change in bargaining representative, and other with drawi ng employers. See, e.g., H.R. 390 4, § 1 04 (as intro duced in the House, May 3, 1979); see also H. R. Rep. No. 96-869, pt. 1, at 2, 7–32 (1980) (describi ng withdrawal liability pr ovisions as of April 2, 19 80). As Con gress r evised the bill, however, it hear d testim ony from s evera l witn esses who opposed t he imposition of withdr awal liability o n employers tha t were forced to withd raw be cause of a uni on vote. One la bor attorn ey told Cong ress, for instance, that th e initial approach taken would undermine employ ees’ right to “select their exclusiv e [collective ] bargaining repr esentatives,” and place “labor organizations in the

34 [imp roper] role of atte mpti ng to requi re em ployees to contin ue par tic ipatin g in a pension plan. ” The Multiemployer Pension Plan Amendments Act o f 1979: Hearings on S. 1076 Before the S. Comm. on Lab. & Hum. Res., 96th Cong. 734 (June 1979) (l etter of Wayne Jett, la bor atto rney). T aking a diff erent tac k, a witness r epre senting const ructio n employers warned t hat unions could “use the thre at of withdrawal liability” to pressure an “u ncoopera tive em ployer” i n CBA ne goti ations. Hearing on H.R. 3904 Before the H. Comm. on Ways & Mean s, 96th Cong. 130 (F eb. 1980) (statement of John W. Prager, Jr., counsel, Assoc iated Bu ilder s & Cont racto rs, Inc.). He also arg ued that em ployees might “be c oerced i nto votin g for rath er tha n again st a un ion be cause of possib le fin ancial jeopard y to thei r empl oyer if th ey do n ot.” Id.; see also id. at 139 (s tatemen t of Frank J. White, Jr., President, Assoc iated Gen eral Contractors of C onn ecticut, Inc.) (warning that the bi ll wou ld “des troy the in tegrity of col lective bargain ing”). In June 1980, t hree mont hs before the bill’s enactment, the Sena te Finance Commi ttee dis cus sed wheth er to add a provi sion to protec t a sma ll emp loyer in the event of a union - initiated withdrawal, su ch as a union decerti fica tion vote. See The Multiemployer Pension Plan Amendments Act of 1980: Executive Session on S. 1076 Before the S. Comm. on Fin., 96th Cong. 4 (June 12, 1980). A member o f the Commit tee st aff explained that while si milar “conce rn[s] ha [d] be en raised by a numbe r of fo lks,” th e drafters had conclude d that it would be too challenging to verify w hether a withdra wal was tru ly uni on - initiated, rather than employer - initiated. Id. The Comm ittee ul timatel y voted to a dd a pr ovisi on to the b ill d irectin g the P BGC to s tudy w hether Con gress should adopt “special r ules” for union -mandated withdrawals. Id. a t 93–94; see also MPPAA, Pub. L. No. 96 -364, § 412(a)(1)(B), 94 Stat. 1208, 1309 (enacti ng provis ion). The next month, as an appa rent additi onal conce ssion to the fa irness conce rns related to union - vote - driven withdrawals, Co ngress added the first part of wh at woul d become Section 1415. See 126 Co ng. Rec. 20160 (July 29, 1980). The thrust o f the

35 provision was that, in the event of an employer withdrawal incident to cert ified change of coll ective b argaini ng agent, the old plan would be require d to transfer to any n ew plan the liabilities and assets associated with the a ctive employee s who were switching plans. Id.; see also Joint Explanat ion of S. 2076: Multiemplo yer Pension Plan Amendments Act of 1980, 126 Cong. Rec. at 20199 (July 29, 1980). T he part of the sta tute that wou ld be come Sec tion 141 5(c) was sub sequ ently added with lit tle fanfar e. See 126 Cong. Rec. at 20185, 20187 (adding the reduction provision as part of a lengthy series of “tech nical and conf orming c hange s to the c ommitte e bill ”). Thus, for month s precedi ng the MP PAA’s enactm ent, vari ous sta kehol ders expr essed co ncerns t hat imposing withdrawal liability after a vote to change bar gaining representatives would be unfair t o both workers and employer s. Congre ss was apparently r eceptive and made certain concessions. And mor e broadly, t he MPPAA was designed to improve lab or - mana gement re lations and facilitate collective bargaining, not to exacerbate tensions. See, e.g., 29 U.S.C. § 1001a(4)(A) (stateme nt of legislative pur poses); Hearings on H.R. 3904 Before the Subcomm. on Lab.-Mgmt. Rels. of the H. Comm. on Educ. & Lab., 96th Cong. 363 (1979) (s tatemen t of Ray Ma rshal l, Secreta ry of Labor, opining that t he bill would “improve colle ctive bargaining ”). We think it unlikely in this setting th at Congre ss intended to enact a statute tha t would (under t he Old Plan’s reading) im pose a significant additio nal burden on the employer where withdrawal occurred because unio nized empl oyees exerc ised their ri ght to cho ose a new union representative. 2. Mar - Can’s reading is more consistent with ot her parts of Section 1415 Mar-Can’s reading of Section 1415(c) also ha rmonize s that provis ion w ith the rest of Section 1415. In contrast, the Old Plan’s r eading would undermine the appar ent purpos es of tw o other p arts of Section 1415: Sec tions 1415(g) and 1415(f).

36 • Section 1415(g) Section 1415(g) (1) directs an old pla n’s sponsor to determine the “appro priate amoun t of ass ets” th at it sh ould tran sfer b y calc ulati ng “the a mount b y whic h the va lue of the n onforfei table b enef its to be transf erred [i.e., the liabilities tr ansferred] exceeds the amount of the employer’s withdr awal liability to t he old plan .. . .” 29 U.S.C. § 1415(g) (1). So, in a situation where liabilitie s transferr ed by an exiting employer do not exceed that emplo yer’s withdrawal liability, Sectio n 1415(g)(1) would not apply, and the old plan wo uld not be re quired to trans fer a ny ass ets to the new pl an. Other wise, the spon sor fir st determine s the difference between the liabilities being trans ferred and the withdrawal liabilit y and then t ransfer s assets of that amou nt. See 29 U.S.C. § 1415(b) (3) (“[T] he pla n sponsor o f the old plan shal l transfer the appropria te amount of asset s and liabilities to the new plan.” (emphasis a dded)). Congress ’s in clus ion of Sec tion 141 5(g)(1) sugges ts that i t intend ed an employer’s paymen t of withdrawal liability to serve as the s ole mec hani sm for the ol d plan to offload liabilities without a corr espon ding tr ansf er of as sets: w hen ever the liabilitie s to be transf erred (under Section 1415(b)(2) (A)(ii)) exceed withdrawal liability, Section 1415(g)(1) directs t he old plan to ma ke up the difference by tr ansferr ing asset s in the amoun t of that exc ess (the “a ppropria te am ount of a ssets ”). In other word s, the only liabilities that the o ld plan can offload w ithou t a co rr espondi ng asset offset are accou nted f or by the withdrawal liability payment mechanism. Any requir ed transfer o f liabilities beyond th at amount re quires parallel transfers of liabilit ies and asset s, whi ch produce a net zero ef fec t on the ol d plan. Thus, under Section 1415(g)(1), as the amount of excess liabilities to be tr ansfer red incr eases, so to o do es the amount of a ssets the old plan is required to transfer alongside tho se liabilities in order to neut raliz e the impact on the old plan of t he liability transfer.

37 Applying Mar - Can’s reading of Section 141 5(c) makes it the m irror im age of Section 1415(g) (1) for the asse ts sid e of the l edger: when ass ets are being transferred, Section 1415(c) decreases the reduction in withdrawal liability — t hat i s, it incr eases t he final withdrawal liabili ty the o ld plan is entitled to collect — by the am ount of th at ass et tra nsfer, thereby neu tra lizin g the imp act on th e old pl an of th e ass et transf er. Just as before, this keeps withdrawal liability as the only liabilities o ffloaded by t he old plan withou t a corres pondi ng tran sfer of assets because Sectio n 1415(c) ensures any transfer of ass ets ha s a corresp ondin g liabi lity off set, c reating a n et zer o effec t on the ol d plan. Thus, Section 1415(g)(1) and Section 1415(c) work in tandem to stabilize both the liability and asset sides of the wit hdrawa l from th e old pl an to the n ew. In con trast, the Old Pla n’s readin g of Section 1415(c), in combinatio n with Sect ion 1415(g)(1), would produ ce a n incongruou s result. Ag ain, Section 1415(g)(1) requires liabilities in excess of withdrawal liability t o have a net ze ro effect. But under the Old Plan’s reading, Section 1415(c) is a symmet ric al: ever y dollar in asset s trans ferred out of the old plan results in a t wo - dollar increase in withdrawal liabil ity (by effecting a two - dollar decrease in t he reduction of withdrawal liability). T his smaller liability offset creates a net windfall fo r the old plan, since it co llects more withdrawal liabilit y than assets t ransfe rre d out. See supra Discussion S ectio n I. This is the undesirable —and, we con clude, unintende d — resul t that wou ld emerge if we combine d the Old Plan’s reading o f Section 1415(c) with Sec tion 1415(g)(1). 24 24 To furthe r illustrate t he inc ong ruit y, take the following hypotheti cal. Imagine t hat a departing employer owes $10 million in pre - r edu ct i on withdr awal lia bility to the ol d plan, and Section 1415(a) requires the o ld plan to tra nsfer the same amount of liabilit ies to the new plan a nd no assets in the first i nstance. Accord ingly, under Se ction 1415(g)(1), the old plan would need to transfer $0 in asset s— ther e would be no gap bet wee n liabi lities t ransfer red and wit hdrawa l

38 • Section 1415 (f) Similarly, t he Old Plan’s reading of S ection 1415(c) would undermine a nother part of Section 1415: its withdrawal liability floor. In its subsect ion (f)(2), S ectio n 1415 sets a minimum amount o f withdrawal liability that the employer will owe if it switches plans because of a chang e in collectiv e barga ining represent ative, and t hen switches plans again withi n twenty yea rs. At the seco nd switch, the employer will pay t he greater o f (1) its withdrawal liability, calculat ed according to t he ordinary procedure; or (2) the withdrawal liabilit y reduction it received under Section 1415(c) when it liability to fill. In turn, th e Old Plan’s form ula would red uce the employer’s wit hdrawa l liabi lity by $10 million: t he liabilities transferr ed ($10 millio n) minus twice the asse ts transferred ($0). The employer would owe nothing to the old plan. Now imagine instead the same a mou n t of pre - reductio n withd rawal lia bili ty ($10 million), but this time, Section 1415(a) directs t he old plan to transfe r a greater amo unt of liabilities to the new plan —say, $15 mil lion—and still no assets in the first instance. (S uch a situatio n might arise, perhaps, beca use more active emp loyees are switching plans.) Sudd enly, the value of the liabiliti es tr ansferr ed ($ 15 mill ion) wo uld e xceed wit hdrawa l liabil ity ($ 10 millio n), and Sect ion 1415(g)(1) would require the old p lan to transfer a ssets worth $5 mill ion to the new plan. With the transfer of assets, the Old Pla n’s doubling - of - assets formula would tru ly kick into gear. Th e employ er wo uld be e ntit led to on ly a $5 m illio n red uction in wit hdraw al liabil ity: t he value of the liabilities transfer red ($15 millio n) minus twic e the value of t he assets transferred ($10 millio n). Afte r this $ 5 mil lion red uctio n, the em pl oyer wo uld stil l owe $5 m illion i n wit hdrawa l liability to the old p lan. Accordingly, under the Old Pl an ’s rea ding, we reac h a cou nt er intu i tiv e res ul t. I n th e se co nd scenario, the employ er’s new plan takes o n $5 million mor e in liabilities, a nd the employer e nds up owing $5 mil lio n mor e in wit hdrawa l liabi lity to the old p lan. The se co nd - scenario employer is worse o f f th an th e f i rst - s cenario employer in material terms: its new pla n took on $10 millio n more in liabilities t han assets (as in the first scenar io), but it still owes th e old plan $5 mil lion i n withdr awal lia bility ($5 millio n more than in th e first scenario). In effect, the second -sce nario employer is arbitrarily p enalized for having a greater number of active emp loyees swit chin g plans. This pattern continues in any scenario w here the liabilities tr ansferred exce ed withdrawal liability. For e ach do llar of liab ilities tr ans ferre d fro m old pla n to ne w, the emplo yer’s f inal withdr awal lia bility owe d (after red uction) increa ses by a dol lar, unt il it re aches a maximum at the full initial amo unt (in these hypotheticals, $10 million).

39 withdrew from the pr ior plan, subject to a fiv e - percent annual abatement. In ot her words, Sectio n 1415(f)(2) provide s a floor below which the withdraw al liability to the new plan may not fall during that tw enty - ye ar period. The f loor provi sion p rotects agains t the ris k t hat the s tatuto ry withd rawa l - liability formula will g enerate a number that is unreasonably low. For example, an employer t hat has switched to a second plan may have a low withdrawal liabilit y under the pres umpti ve meth od, be caus e that m ethod reli es on th e empl oyer’s h istory of contrib utions to the pl an. An unscrupulous emplo yer might de cide to switch plans again, so that it co uld offload its liabilities witho ut paying its fair shar e in withdrawal liability. To discoura ge that type of opp ortun ism, Section 1415(f)(2) s ets a baseline below which the emplo yer’s withdrawal liabilit y cannot fa ll: the Section 1415(c) reduction the emplo yer received when it pr eviously switched plans. A nd because thi s floor is h igher when the employer first joins (before the five - percent annual abatement kick s in), Sectio n 1415(f)(2) di scour ages ra pid swit ching bet ween p la ns, which could be particularly de stabilizing. Usin g Mar - Can’s calc ulation of the Sec tion 1 415(c) redu ction, it makes sens e for Section 1415(f)(2) to set its floor at that am ount. A t the firs t swi tch, M ar - Can’s formul a would have the employe r’s Secti on 14 15(c) reduc tion equ al the value of the liabilities transfer red into the second plan, minus t he value o f any assets tr ansferr ed. When the employer then switched to a third plan, it would at minimu m be requi red to compe nsate th e secon d plan for the e xcess liabilities it brough t when it arri ved at that pla n. Section 1415(f)(2) would pr event the employer from leaving t he second plan without paying it s fair share in withdrawal li ability. Under the O ld Plan’s interpretatio n, however, the am ount of a Section 1415(c) reduction is “ significantly smaller ” than th at yiel ded b y the approa ch tha t Mar - Can prop oses. Hoeffner, 2016 WL 8711082, at *11. In fact, in many cases the employer’s

40 withdrawal liability w ould be subject to no reductio n. If so, Sectio n 1415(f)(2) would set no floor for t he employer’s withdrawal liability in a subsequent swi tch in plans. T his would creat e a loophol e tha t some less scrupulo us emplo yer s might exp loit. As descr ibed abo ve, t he MPPA A was enact ed precise ly to disincen tivi ze employer withdr awal from multiemploye r pension plans. In light of t his purpose, we will not cons true an ambi guous te rm to enc ourage the op pos ite out come. The Old Plan offers no pers uasi ve resp onse to th e pos sibility that Section 1 415(f)(2) wi ll be abuse d unde r its readi ng of th e sta tute, exc ept to s ay tha t these c once rns are “high ly speculative.” Appellan t’s Br. at 3 6 –37. Even if tha t is true, the inc lus ion of Secti on 1415(f)(2) suggest s that Congres s wa s worrie d ab out the i ncenti ves des crib ed above. Under M ar - Can’s a nd th e Dis trict Cou rt’s re adi ng of the s tatute, the Sec tion 14 15(f) (2) floor provides a sol ution to this problem. The Ol d Pla n does not otherwise explain t he need for Section 1415(f)(2). T he structure of Section 1415, and the presence of Section 1415(f)(2), therefore wei gh again st the Ol d Plan ’s prof fered i nterpre tation. CONCLUSION The Distric t Court c orrec tly rejec ted the Old P lan’s readin g of Secti on 14 15(c). Upon rev iew, it is apparent that Part 1’s definitio n of “unfunded v este d benefits” cannot be transplanted into Part 2’s Section 1415(c). Doin g so wou ld require u s to disregard S ection 1415(c)’s full tex t and its statutor y surroun dings, including its placement in Part 2 an d its inter r elationship with Se ctions 14 15(g)(1) and (f)(2). Adoptin g the Ol d Pla n’s form ula, moreover, resu lts in outcom es that are squ arely at odds with the policy g oals underlying t he MPPAA. Having c onsi dered the text, st ructu re, legis lati ve purpos es, a nd his tory of Sec tion 1415, we agree wi th th e Dis trict Cou rt’s cons truc tion of the statu te. The term “unfunded vested benefits alloc able to the employer” as used in Section 1415 (c) refers to the entire

41 amount of liabilities tr ansferred to an employer withdrawing fro m a multiemployer ERIS A plan pur suant to Se ctions 14 15(a) and (c). The judgment of th e D istr ict C ourt requiring t he Old Plan to transfer pension ass ets and liabilities and r educ ing Mar- Can’ s withdrawal liability by $1. 8 million, is therefor e AFFIRMED. Mar- Can’s cross - appeal i s DISMISSED as moot.