Super Valu, Inc . v. United Food and Commercial Workers Unions and Employers Midwest Pension Fund

In the
United States Court of Appeals
For the Seventh Circuit
____________________
No. 24-2486
S UPER VALU, I NC .,
Plaintiff-Appellant,
v.
U NITED F OOD AND C OMMERCIAL WORKERS U NIONS AND
EMPLOYERS M IDWEST PENSION F UND,
Defendant-Appellee.
____________________
Appeal from the United States District Court for the
Northern District of Illinois, Eastern Division.
No. 1:21-cv-05625 — Martha M. Pacold, Judge.
____________________
A RGUED A PRIL 3, 2025 — DECIDED O CTOBER 9, 2025
____________________
Before BRENNAN , Chief Judge, and HAMILTON and
S CUDDER , Circuit Judges.
BRENNAN , Chief Judge. A multiemployer pension plan is
created by a collective bargaining agreement among two or
more employers and a union. When a company withdraws
from such a plan, federal law requires the company to pay its
fair share of what it would have owed to protect the plan’s
solvency. That payment can be made in annual installments.

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2 No. 24-2486
The question here is how to calculate those installments when
the company previously sold a piece of its business.
I
A
In a multiemployer pension plan, an employee may move
between participating employers without losing service
credit for pension benefits. Concrete Pipe & Prods. of Cal., Inc.
v. Constr. Laborers Pension Tr. for S. Cal., 508 U.S. 602, 605–06
(1993). As a result, these plans are common in industries with
high turnover or where work is seasonal or short-term, such
as construction and trucking. Chi. Truck Drivers, Helpers &
Warehouse Workers Union (Indep.) Pension Fund v. CPC Logistics,
Inc., 698 F.3d 346, 347 (7th Cir. 2012). The companies in the
plan contribute funds that are “pooled in a general fund avail-
able to pay any benefit obligation of the plan.” Concrete Pipe,
508 U.S. at 605. The companies benefit, too, by having “access
to a trained labor force whose members are able to move from
one employer and one job to another without losing service
credit toward pension benefits.” Id. at 606–07.
When a company withdraws, the plan remains financially
liable to the employees with vested pension rights. Yet the
plan “no longer can look to the employer to contribute addi-
tional funds to cover these obligations.” Chi. Truck Drivers, 698
F.3d at 347. Those extra costs are shifted to the employers re-
maining in the plan. So, as more companies withdraw, those
still participating have higher costs. As costs rise, more com-
panies could withdraw to avoid paying. One company’s de-
parture therefore can lead to a “stampede for the exit doors,
thereby ensuring the plan’s demise.” Milwaukee Brewery

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No. 24-2486 3
Workers’ Pension Plan v. Joseph Schlitz Brewing Co., 513 U.S. 414,
417 (1995).
Congress set out to fix this issue, which required weighing
competing interests. It wanted to discourage employers from
exiting multiemployer pension plans to halt these downward
spirals. Banner Indus., Inc. v. Cent. States, Se. & Sw. Areas Pen-
sion Fund, 875 F.2d 1285, 1290 (7th Cir. 1989). But if the penalty
for withdrawing were too punitive, companies would not join
plans in the first place. Congress struck a balance by adding
provisions to the Employee Retirement Income Security Act
of 1974, 29 U.S.C. § 1001 et seq., in the Multiemployer Pension
Plan Amendments Act of 1980, 29 U.S.C. §§ 1381–1461
(“MPPAA”). Withdrawing companies now pay a charge.
That charge, called “withdrawal liability,” reflects the em-
ployer’s fair share of the plan’s underfunding (also known as
unfunded vested benefits). Milwaukee Brewery, 513 U.S. at 417;
Concrete Pipe, 508 U.S. at 610. That fair share is calculated
“based primarily upon the comparative number of that em-
ployer’s covered workers in each earlier year and the related
level of that employer’s contributions.” Milwaukee Brewery,
513 U.S. at 417. A section of the MPPAA provides several dif-
ferent complex, carefully crafted methods for calculating a
company’s withdrawal liability. 29 U.S.C. § 1391 (ERISA
§ 4211)).1 We term this section “withdrawal-liability § 4211.”
A second section, 29 U.S.C. § 1384 (ERISA § 4204, what we
call “safe-harbor § 4204”), addresses asset sales. As an exam-
ple, Company A participates in a multiemployer pension plan
1 “Withdrawal liability” can mean the amount a company owes in to-
tal or what it owes each month. Compare 29 U.S.C. § 1391, with § 1399. Our
use of “withdrawal liability” refers to the former.

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4 No. 24-2486
and is sold to Company B. Company A need not pay with-
drawal liability if Company B, as part of the sale, agrees,
among other obligations, “to make contributions to the plan
at substantially the same level” as Company A’s previous
contributions. CenTra, Inc. v. Cent. States, Se. & Sw. Areas Pen-
sion Fund, 578 F.3d 592, 599 (7th Cir. 2009); 29 U.S.C. § 1384(a).
But Company A is not off the hook; it remains “secondarily
liable for the first five years of the buyer’s payments.” Cent.
States v. Ga.-Pac. LLC, 639 F.3d 757, 759 (7th Cir. 2011).
As this court has recognized, safe-harbor § 4204 “avoids
windfalls to pension plans.” Id. When a company in a mul-
tiemployer plan is sold, if the plan does not “lose contribu-
tions because of the sale,” the withdrawing company should
not have to pay withdrawal liability. Id.
A third section, 29 U.S.C. § 1399 (ERISA § 4219, what we
call “payment-schedule § 4219”), delineates how a company
may pay its withdrawal liability. A company need not pay
what it owes in one lump sum—it can make payments in an-
nual installments. Milwaukee Brewery, 513 U.S. at 418; Cent.
States, Se. & Sw. Areas Pension Fund v. Event Media Inc., 135
F.4th 529, 531 (7th Cir. 2025). The equation for calculating
these annual installments is found in 29 U.S.C.
§ 1399(c)(1)(C)(i).
The equation multiplies two numbers. The first is the “av-
erage annual number of contribution base units for the period
of 3 consecutive plan years … during the period of 10 consec-
utive plan years … in which the number of contribution base
units … is the highest.” Id. at (I) (called here the “operative
provision”). Begin with “contribution base units,” which
measure employee work, such as in weeks. See, e.g., Cent.
States, Se. & Sw. Areas Pension Fund v. Robinson Cartage Co., 55

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No. 24-2486 5
F.3d 1318, 1321 (7th Cir. 1995) (defining contribution base
units as “the total number of weeks worked by the eligible
employees”). Next, ten consecutive years “ending before the
plan year in which the withdrawal occurs” is the time period.
29 U.S.C. § 1399(c)(1)(C)(i)(I). So, a plan calculates the highest
annual three-year average of contribution base units over
those ten years. That average becomes the first number.
To illustrate, suppose in the last 10 years, a company had
a single pension-eligible employee in odd years and two pen-
sion-eligible employees in even years. The contribution base
unit is tied to weeks, and every employee averages 52 weeks
of work per year. In odd years, when one employee works,
the company’s contribution base units for that one pension-
eligible employee would be 52 (1 × 52). In even years, when
two employees work, the company’s contribution base units
would be 104 (2 × 52). So, looking back 10 years, the highest
average annual contribution base unit over “3 consecutive
plan years,” would be 86.7. That figure is the sum of 104 for
year two, 52 for year three, 104 for year four, divided by three:
86.7.
The second number in the equation is the “highest contri-
bution rate” for any one year over those ten years. Id.
§ 1399(c)(1)(C)(i)(II). The contribution rate is the dollar
amount that a company contributes for every contribution
base unit. See, e.g., Bd. of Trs. of IBT Loc. 863 Pension Fund v.
C & S Wholesale Grocers, Inc., 802 F.3d 534, 539 (3d Cir. 2015)
(“$4.06 per hour”). Recall the illustration above. Suppose that
for every week of work, the company contributes $1.00 for
odd years and $3.00 for even years. The “highest contribution
rate” over those 10 years is $3.00.

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6 No. 24-2486
Taken together, the schedule for how a withdrawing com-
pany pays its withdrawal liability is the product of the first
number—the highest three-consecutive-year annual average
of contribution base units—and the second number—the
highest contribution rate. From the example above, it would
be 86.7 multiplied by $3.00, which equals $260.10. So, each
year, the company pays $260.10 in annual installments.
But a company need not pay these annual installments for-
ever. Payment-schedule § 4219 limits the number of years of
repayment, generally setting a 20-year cap. 29 U.S.C.
§ 1399(c)(1)(B). Any amount remaining after 20 years does not
need to be paid. Milwaukee Brewery, 513 U.S. at 419 (The stat-
ute “forgives all debt outstanding after 20 years.”).
B
With these statutes in mind, we consider the undisputed
facts. The Union Food and Commercial Workers Unions and
Employers Midwest Pension Fund is a multiemployer pen-
sion plan. SuperValu, Inc., contributed to the Fund for over
ten years on behalf of employees covered under related col-
lective bargaining agreements.
In September 2018 SuperValu, a supermarket chain, sold
some of its stores to Schnuck’s Markets, Inc. Five of the sold
stores employed workers covered by the Fund (“the Sold
Stores”). That sale qualified under safe-harbor § 4204. Thus,
SuperValu did not incur withdrawal liability, even though it
no longer contributed to the Fund for the employees at these
Sold Stores. Months later SuperValu closed its remaining
stores, completely withdrawing from the Fund. This triggered
withdrawal liability.

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No. 24-2486 7
The Fund calculated SuperValu’s liability using the equa-
tion in withdrawal-liability § 4211. To begin, SuperValu owed
an estimated $96.2 million. The Fund then believed the con-
tribution base unit history of the Sold Stores, which amounted
to $53.5 million, should be deducted from that total, leaving
$42.7 million.
Next, the Fund calculated SuperValu’s annual install-
ments under payment-schedule § 4219. The Fund started with
the operative provision, identifying the highest annual three-
consecutive-year average of contribution base units over the
past ten years. That number was 734,429, the average of years
2008–2010. The Fund evaluated how the sale of the Sold Stores
changed that number, as it did with the withdrawal liability
calculation.
To compensate for the Sold Stores, the Fund deducted
their contribution base units. It looked to 29
U.S.C. § 1384(b)(1) and deducted the Sold Stores’ units for
only the year they were sold and the preceding four years. The
Fund included the Sold Stores’ units for the first five years of
the 10-year lookback period. As a result, when the Fund cal-
culated the highest three-year consecutive annual average, it
picked from the first five years, as those included the Sold
Stores’ contribution history. After applying the 20-year cap,
SuperValu owed tens of millions less than it originally did.
The final figure was $22.6 million.
The Fund’s decision not to deduct the Sold Stores’ units
for the entire ten years is at the heart of this case. SuperValu
contends the Fund should have deducted the Sold Stores’
units throughout the ten years, not just the most recent five
years. The Fund counters that the plain language of payment-

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8 No. 24-2486
schedule § 4219 and safe-harbor § 4204 does not mandate that
the deduction should apply over all ten years.
Because SuperValu disagreed with the Fund’s payment-
schedule calculation, it requested arbitration under 29
U.S.C. § 1401(a)(1). The arbitrator sided with the Fund, as did
the district court. The district court, “[f]ollow[ing] the text of
the statute,” concluded that the Fund was not compelled by
the text to deduct the Sold Stores’ units for all ten years. That
was because “there’s just no restriction … on what [contribu-
tion base units] can be considered.” Indeed, the text “doesn’t
say anything one way or another about how or which [contri-
bution base units] should be considered.” SuperValu’s argu-
ments based on authorities and the purpose of the statutory
provisions did not persuade the district court otherwise:
“[I]t’s really an argument on the basis of legislative history
and purpose and inference,” which “extends the text of the
[safe-harbor section] beyond what it directly says.” SuperValu
appeals.
II
When an arbitrator decides a question of law in an
MPPAA case, our review is de novo. Artistic Carton Co. v. Pa-
per Indus. Union—Mgmt. Pension Fund, 971 F.2d 1346, 1348 (7th
Cir. 1992). This court also reviews a district court’s legal con-
clusions de novo. Wirth v. RLJ Dental, S.C., 59 F.4th 270, 272
(7th Cir. 2023). The parties submitted cross-motions for sum-
mary judgment, and the district court granted the Fund’s mo-
tion. A grant of summary judgment is reviewed de novo.
Kinder v. Marion Cnty. Prosecutor’s Off., 132 F.4th 1005, 1008
(7th Cir. 2025).

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No. 24-2486 9
We start where the district court did: the text of the opera-
tive provision found in payment-schedule § 4219. 29
U.S.C. § 1399(c)(1)(C)(i)(I). SuperValu asks us to read this pro-
vision as implicitly requiring a fund to deduct contribution
units for asset sales qualifying under safe-harbor § 4204 for
the full ten-year lookback period.
But the operative provision’s text does not refer to safe-
harbor § 4204. “It is a fundamental principle of statutory in-
terpretation that ‘absent provision[s] cannot be supplied by
the courts.’” Rotkiske v. Klemm, 589 U.S. 8, 14 (2019) (quoting
A NTONIN SCALIA & B RYAN A. GARNER , R EADING LAW: THE
I NTERPRETATION OF LEGAL T EXTS 94 (2012)). This includes hole-
punching exceptions into a statutory calculation. “[W]hen
Congress chooses not to include any exceptions to a broad
rule, courts apply the broad rule.” Bostock v. Clayton County,
590 U.S. 644, 669 (2020).
Congress in the MPPAA enacted an intricate statutory
scheme with detailed calculations, all of which came about
through the legislative process: a balance of competing inter-
ests, legislative compromise, and stakeholder input. Courts
“must respect the formula that Congress prescribed.” Advoc.
Christ Med. Ctr. v. Kennedy, 605 U.S. 1, 20 (2025). We especially
avoid adding text “[i]n light of Congress’ special care in draw-
ing so precise a statutory scheme.” Univ. of Tex. Sw. Med. Ctr.
v. Nassar, 570 U.S. 338, 356 (2013).
We have often recognized this principle when interpreting
ERISA. In Bauwens v. Revcon Technology Group, Inc., at issue
was a clause in the MPPAA that allowed plans to accelerate
the outstanding withdrawal liability if an employer defaults.
935 F.3d 534, 537 (7th Cir. 2019). But we declined to add a right
to decelerate, as the text was silent on the question. Id. at 539.

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10 No. 24-2486
Bauwens reaffirmed that “because ERISA is a highly technical
statute, our part is to apply it as precisely as we can, rather
than to make adjustments according to a sense of equities in a
particular case.” Id. at 538 (quoting Johnson v. Ga.-Pac. Corp.,
19 F.3d 1184, 1190 (7th Cir. 1994)) (citation modified).
In Bell Transit, too, we refused to add text to the require-
ments listed in safe-harbor § 4204. Cent. States, Se. & Sw. Areas
Pension Fund v. Bell Transit Co., 22 F.3d 706, 712 (7th Cir. 1994).
“For us to add such a remedy … would clearly upset the bal-
ance of remedies struck by Congress between the seller and
the plan.” Id. In a different case, this court refused to interpret
“all” in ERISA as “virtually all” or “substantially all.” Trs. of
Iron Workers Local 473 Pension Tr. v. Allied Prods. Corp., 872 F.2d
208, 213 (7th Cir. 1989).
What is more, Congress likely intended the operative pro-
vision not to refer to safe-harbor § 4204. Consider that pay-
ment-schedule § 4219 references several other provisions. See
29 U.S.C. § 1399(a)–(d). That section also includes several
exceptions. Id. § 1399(c)(1)(A)(i), (C)(i); (c)(6) (all using “Ex-
cept”). If Congress wanted to craft an exception in the opera-
tive provision or reference the safe-harbor § 4204, it knew how
to do so. “Atextual judicial supplementation is particularly in-
appropriate when, as here, Congress has shown that it knows
how to adopt the omitted language or provision.” Rotkiske,
589 U.S. at 14; see also Bauwens, 935 F.3d at 539 (same).
Further, the operative provision uses the term “highest”
contribution base units. Words that lack qualifications, like
“highest,” “all,” “none,” or “lowest,” express the ends of the
spectrum. Their meanings do not admit of exceptions. In Al-
lied Products, this court concluded that by using the term “all”
in ERISA, Congress “meant 100 percent” because it “opted for

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No. 24-2486 11
the unqualified ‘all.’” 872 F.2d at 213. “All” did not mean “vir-
tually all” or “substantially all.” Id. So, Congress meant what
it said with “the highest.” See also FDA v. R.J. Reynolds Vapor
Co., 145 S. Ct. 1984, 1994 (2025) (making similar point about
“any” in a statute). Consider also the accompanying definite
article “the” in “the highest,” which shows that Congress
meant the highest. The Third Circuit acknowledged this when
interpreting another ERISA provision that used the phrase
“the highest.” C & S Wholesale Grocers, 802 F.3d at 542. “There
is no ambiguity in the definite article ‘the.’” Id. Congress thus
“designated ‘the highest’ rate as the appropriate rate to ap-
ply.” Id. For that reason, when Congress says, “the highest,”
it means simply the highest annual three-consecutive-year av-
erage over the past ten years, not the highest after excluding
those units from asset sales.
To counter these textual arguments, SuperValu points out
that the Fund did deduct some of the Sold Stores’ contribution
units. It is true that the Fund, relying on safe-harbor § 4204,
excluded the Sold Stores’ contribution units for the most re-
cent five years. The Fund’s interpretation is therefore incor-
rect, SuperValu argues, because the text of safe-harbor § 4204
does not mention excluding only the most recent five years.
To SuperValu, if nothing limits the deduction to just five
years, the Fund should deduct over the entire ten-year period.
This also goes to a more general point SuperValu offers. It in-
sists the Fund “contradicted itself” by excluding the Sold
Stores from the withdrawal liability calculation but not en-
tirely from the payment schedule calculation.
SuperValu’s counterarguments do not succeed for two
reasons. First, while parties argue for their respective inter-
pretations, courts interpret statutes. The Fund’s actions are

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12 No. 24-2486
not relevant to the meaning of the statutory text. “The final
interpretation of the law is the proper and peculiar province
of the courts.” Loper Bright Enters. v. Raimondo, 603 U.S. 369,
385 (2024) (quoting THE F EDERALIST NO. 78, at 525 (J. Cooke
ed. 1961) (A. Hamilton) (citation modified)). A fellow circuit
court interpreting ERISA also recognized this: “What is here
involved is a matter of statutory interpretation, and therefore
we are not required to give a deferential view to the Fund’s
statutory construction, a matter properly for the courts to de-
cide.” Teamsters Pension Tr. Fund of Phila. & Vicinity v. Cent.
Mich. Trucking, Inc., 857 F.2d 1107, 1111–12 (6th Cir. 1988).
Second, the Fund incorrectly relied on safe-harbor § 4204
for its decision to deduct the Sold Stores’ contribution units
for just some of the preceding ten years. The Fund pointed to
29 U.S.C. § 1384(b)(1) as support for its decision. But that pro-
vision speaks to a purchaser’s liability. The purchaser of the
Sold Stores here is Schnuck’s, not SuperValu. Regardless, the
text of payment-schedule § 4219 does not require the Fund to
deduct at all.
In short, our interpretation stays true to the text of the op-
erative provision. And rather than supplement the statute
with text, we “respect the formula that Congress prescribed.”
Advoc. Christ Med. Ctr., 605 U.S. at 20.
III
A
Next we consider SuperValu’s elaborate reading of the
various statutory sections, which we view as a two-step inter-
pretation of payment-schedule § 4219.
SuperValu does not start with the operative provision in
payment-schedule § 4219. Instead, it first points to the

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No. 24-2486 13
relationship between withdrawal-liability § 4211 and safe-
harbor § 4204. SuperValu argues that the purpose of the safe
harbor is to prevent “double recovery.” Therefore, the with-
drawal liability calculation must account for that purpose,
even though the text does not refer to the safe harbor.
Second, SuperValu homes in on similar language in with-
drawal-liability § 4211 and payment-schedule § 4219. It con-
tends that these provisions should be interpreted similarly:
Just as the withdrawal-liability § 4211 accounts for asset sales
under safe-harbor § 4204, the payment-schedule § 4219
should, too. As a result, SuperValu argues that the Sold Stores’
contribution units should be deducted in the calculation
found in payment-schedule § 4219.
1. The withdrawal-liability and safe-harbor sections
Start with the first step. A company’s withdrawal liabil-
ity—here, what SuperValu owes the Fund—is calculated un-
der the methods set forth in withdrawal-liability § 4211. Re-
member, too, that under safe-harbor § 4204, a selling company
need not pay withdrawal liability for sold assets.
SuperValu argues the calculation under withdrawal-liabil-
ity § 4211 deducts the contribution base unit history from
sales covered by safe-harbor § 4204. It relies on three authori-
ties. Its first and principal source is Borden, Inc. v. Bakery &
Confectionery Union & Industry International Pension, 974 F.2d
528 (4th Cir. 1992). There, Borden and its subsidiaries were
parties to collective bargaining agreements requiring contri-
butions to a fund for certain employees. Id. at 531. Borden sold
the assets of one of its subsidiaries, Drake Bakeries, to Conti-
nental Baking Company. Id. That sale did not trigger with-
drawal liability because Continental assumed Borden’s

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14 No. 24-2486
obligation to contribute to the Fund on behalf of Drake’s em-
ployees. Id. But when Borden then closed two more subsidi-
aries, it incurred partial withdrawal liability. Id. The “narrow
question” in Borden was how to account for the asset sale of
Drake in the withdrawal liability calculation. Id. at 528, 532
(“For the purposes of calculating withdrawal liability, to
whom, if anyone, does the MPPAA assign that portion of the
withdrawal liability which is based on the pre-five-year con-
tribution history of a subsidiary sold under § 1384?”).
The court in Borden interpreted safe-harbor § 4204 “to pre-
clude consideration of Drake’s … contribution history for the
purpose of calculating any employer’s withdrawal liability.”
Id. at 535. Said otherwise, “no part of the contribution history
… attributable to assets previously sold in accordance with
[safe-harbor § 4204] is to be considered for the purpose of cal-
culating a seller’s subsequent withdrawal liability.” Id. at 536.
Borden did not, however, start with the text of withdrawal-
liability § 4211. Indeed, it acknowledged that text led to the
opposite of its holding. Id. at 533. Instead, the court expressed
concern that a plain text interpretation could lead to funds
double recovering. Id. “[T]his reconciliation of [safe-harbor
§ 4204] and [withdrawal-liability § 4211] … avoids the poten-
tial of double recovery by the plan and enables the scheme
chosen by Congress for the purpose of determining with-
drawal liability to work as intended.” Id. at 535–36. The court
in Borden concluded that although withdrawal-liability § 4211
does not reference safe-harbor § 4204, when calculating with-
drawal liability, the contribution units for past covered asset
sales must still be deducted. Id. at 536.
Second, SuperValu relies on CenTra, Inc. v. Central States,
Southeast & Southwest Areas Pension Fund, 578 F.3d 592 (7th

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No. 24-2486 15
Cir. 2009). That case involved several steps in a corporate re-
organization, one of which did not qualify as an asset sale un-
der safe-harbor § 4204. Id. at 603–04. But in CenTra this court
discussed what would happen if that one step had qualified.
The company could “avoid having those contributions used
in the calculation of the parent’s withdrawal liability.” Id. at
604. Thus, this court recognized that the calculation of with-
drawal-liability may deduct qualifying transactions under the
safe-harbor § 4204.
Third, SuperValu cites an opinion letter from the Pension
Benefit Guaranty Corporation, a federal agency ERISA cre-
ated to protect pension benefits in single-employer and mul-
tiemployer private sector plans. Pension Benefit Guar. Corp.,
Opinion Letter 83-10 (May 12, 1983). The letter concludes that
“the calculations … for computing withdrawal liability
should reflect the fact that there is a transfer of contribution
history pursuant to § 4204[].” Id. As in Borden, concerns about
“double recovery” motivated this conclusion. Id.
SuperValu argues these three authorities support the idea
that in the calculation under withdrawal-liability § 4211, con-
tribution units from previous qualifying sales under safe-har-
bor § 4204 are deducted. For a textual hook, SuperValu points
to the use of the term “employer” in withdrawal-liability
§ 4211. See 29 U.S.C. § 1391(b)(2)(E)(ii)(I), (b)(3)(B)(i),
(c)(2)(B)(ii)(I). As SuperValu sees it, “employer” should be
viewed at the time of withdrawal. At that time, the “em-
ployer,” SuperValu, did not have “contributions required to
be made” for the Sold Stores because they had been sold to
Schnuck’s. Cf. Cent. States Se. & Sw. Areas Pension Fund v. Mes-
sina Prods., LLC, 706 F.3d 874, 877 n.2 (7th Cir. 2013) (“[T]he

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16 No. 24-2486
arbitrator must decide whether [the withdrawing employers]
were in the control group at the time of withdrawal.”).
2. The withdrawal-liability and payment-schedule sections
As a second step, SuperValu points to language in pay-
ment-schedule § 4219. Remember, to calculate the annual
payment, the first number in the equation is Υthe average an-
nual number of contribution base units for the period of 3
consecutive plan years … in which the number of contribu-
tion base units for which the employer had an obligation to con-
tribute under the plan is the highest.” 29 U.S.C.
§ 1399(c)(1)(C)(i)(I) (emphasis added). The italicized phrase,
SuperValu submits, is “materially identical” to the phrase
“contributions required to be made by the employer” in with-
drawal-liability § 4211. And, as stated above, for SuperValu,
“employer” in payment-schedule § 4211 means the company
at the time of withdrawal. Because both payment-schedule
§ 4219 and withdrawal-liability § 4211 use “employer,” the
presumption of consistent usage would suggest the term
means the same thing in both sections. See, e.g., Env’t Def. v.
Duke Energy Corp., 549 U.S. 561, 574 (2007) (“[W]e presume
that the same term has the same meaning when it occurs here
and there … in a single statute.”).
When SuperValu withdrew, it did not own the five stores
sold to Schnuck’s. It was Schnuck’s responsibility to contrib-
ute on behalf of those stores. To reflect that, SuperValu sub-
mits its withdrawal liability and annual payment should be
reduced accordingly.
B
SuperValu’s interpretation falters for three reasons. First,
the authorities it cites do not support its interpretation.

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No. 24-2486 17
Second, under our reading of these statutes, a fund would not
receive a “double recovery” nor does that concern drive our
decision. Third, SuperValu’s use of the presumption of con-
sistent usage canon is rebutted by the text and statutory struc-
ture. SuperValu’s elaborate reading of payment-schedule
§ 4219 creates ambiguity where there is none.
1. Authorities cited by SuperValu
All agree that SuperValu’s three authorities address the in-
terplay between withdrawal-liability § 4211 and safe-harbor
§ 4204. Its three sources contain broad language and discuss
principles relevant here. But they do not support a reading
that payment-schedule § 4219 should exclude the contribu-
tion histories of stores previously sold under a safe-harbor
§ 4204 asset sale.
Start with Borden, which rejected a literal interpretation of
withdrawal-liability § 4211. 974 F.2d at 533. Instead, there the
Fourth Circuit “synthesize[d]” withdrawal-liability § 4211
and safe-harbor § 4204. That case crafted a rule that an asset
sale “satisfying the conditions of [safe-harbor § 4204] effects a
transfer of the subsidiary's contribution history to the pur-
chaser and removes it from further consideration in the com-
putation of the seller's withdrawal liability.” Id. at 529. Borden
also disclaimed extending its reasoning outside withdrawal-
liability § 4211, limiting itself to resolving only a “narrow
question” of the overlap between the two provisions. Id. at
528.
Borden also answered a second question of whether the
Fund could assess interest during a “gap year.” Id. at 536. The
text of payment-schedule § 4219 did not resolve that question.
Id. For the court in Borden, “this silence is telling. When a

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18 No. 24-2486
statute prescribes amounts and computations with as much
detail and thoroughness as is the case with ERISA … that
omission was deliberate.” Id. Thus, the only passage in Borden
discussing payment-schedule § 4219 stated that silence in
ERISA’s detailed and thorough “computations” is intentional.
See id. SuperValu contends that payment-schedule § 4219 im-
plicitly refers to safe-harbor § 4204. Yet, as just noted, Borden
rejects such an implication from silence.
For other reasons, the reading of these statutes in Borden
does not bind us here. CenTra stated an employer “can shed
its … contribution histories … by engaging in [a safe-harbor]
transaction.” 578 F.3d at 604. That speaks in similar terms as
Borden. This discussion in CenTra is dicta, though, as this court
was speaking hypothetically: CenTra had not engaged in the
“necessary transaction” to receive safe-harbor protection. Id.
In addition, the court in Borden stated, “it is generally ac-
cepted that Congress did not intend” withdrawal-liability
§ 4211 and safe-harbor § 4204 “working together, to result in
a potential double recovery by the Fund.” 974 F.2d at 533. To
support that premise, Borden looked to a footnote in Morrison-
Knudsen Construction Co. v. Director, Office of Workers’
Compensation Programs, 461 U.S. 624, 637 n.14 (1983), which
interpreted the Longshoremen’s and Harbor Workers’ Com-
pensation Act. See Borden, 974 F.2d at 533. That footnote pro-
vides a detailed explanation for why Congress did not intend
parties to “double recover” under that Act. Morrison-Knudsen,
461 U.S. at 637 n.14. That is dubious support for “generally
accept[ing]” that ERISA also forbids “double recovery.”
SuperValu’s other two authorities also do not persuade.
The discussions by this court in CenTra and the PBGC in its
opinion letter apply to withdrawal-liability § 4211, not to

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No. 24-2486 19
payment-schedule § 4219. 578 F.3d at 598–604; Pension Bene-
fit Guar. Corp., Opinion Letter 83-10 (May 12, 1983).2 Given
ERISA’s careful and complicated construction, courts should
be reticent to extend authorities outside the confines of their
holdings and analyses. So, like Borden, we decline to extend
CenTra and the PBGC’s opinion letter to this case.
SuperValu’s authorities interpret withdrawal-liability
§ 4211 and safe-harbor § 4204. But they did not consider the
calculation of the annual payment under § 4219 and assets
previously sold under safe-harbor § 4204.
2. “Double recovery”
SuperValu submits that focusing on only the plain text of
payment-schedule § 4219 will result in an increase to the
Fund’s annual funding level. That result, per SuperValu, con-
flicts with the purpose of safe-harbor § 4204, identified in Bor-
den as preventing “double recovery.” 974 F.2d at 533, 536. So,
SuperValu submits, we should hold that the operative provi-
sion’s calculation accounts for asset sales under safe-harbor
§ 4204. But that interpretation suffers from three problems.
First, it is unclear how a calculation in the text of payment-
schedule § 4219 results in the Fund recovering anything addi-
tional. That is because payment-schedule § 4219 “sets forth
rules for calculating a withdrawing employer’s fair share of a
plan’s underfunding.” Milwaukee Brewery, 513 U.S. at 417–18
(describing the payment-schedule section as determining
how “the employer pay[s] the withdrawal charge”). Our in-
terpretation does not change the dollar amount SuperValu
2 The opinion letter is not binding but “entitled to respect to the extent
it has the power to persuade.” CenTra, 578 F.3d at 601 (citation modified).

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20 No. 24-2486
owed—that calculation occurs within withdrawal-liability
§ 4211, not payment-schedule § 4219. Said another way,
changing the schedule for how SuperValu pays its with-
drawal liability does not alter the total amount of that liability.
To see why, consider an example SuperValu offers that ex-
plains how a “double recovery” may occur under the rule of
Borden. Suppose Company A sells half its stores to Company
B. Company A later withdraws from a fund and must pay a
withdrawal liability. If the contribution units from the sale of
those sold stores are not deducted in the withdrawal liability
calculation, the sold stores’ contribution units will increase
the withdrawal liability. Next, suppose Company B with-
draws, too. It will also pay a withdrawal liability that includes
the sold stores’ contribution units. In that circumstance, the
sold stores’ contribution units are included twice: in the with-
drawal liability of both Company A and Company B. But had
Company A just withdrawn from the fund without selling its
stores, the sold stores’ units would be counted just once—in
its own withdrawal liability. By contrast, our interpretation
does not lead to a “double recovery,” as the contribution units
will not be counted in two streams of payments, thereby in-
creasing what a Fund would receive.
Second, even if a “double recovery” could occur from a
plain reading of payment-schedule § 4219, Congress likely
knew that when it enacted these statutes. In drafting the
MPPAA, Congress needed to set forth how a withdrawing
company would pay its withdrawal liability. Its choice was
between a rule or a standard. If a standard was chosen, the
enacted language could look something like “a withdrawing
company shall pay its withdrawal liability at a reasonable
rate.” The standard—“reasonable rate”—encompasses and

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No. 24-2486 21
thus prevents a host of potential problems, like a payment
schedule that allows a fund to “double recover.”
But Congress instead prescribed a rule—the calculation
found in the operative provision. Calculations, like rules, “are
easy to administer but are inevitably both too narrow in some
situations … and overbroad in others.” Jaskolski v. Daniels, 427
F.3d 456, 461 (7th Cir. 2005). In other words, calculations have
as a benefit lower administrative costs and fair notice to com-
panies and funds. The downside, however, is an inflexible
equation that fails to account for fairness in its calculation (un-
like a term such as “reasonable”). That was Congress’s legis-
lative choice. Id. That a calculation might result in a “double
recovery” is “nothing but the rough cuts inevitable with deci-
sion” by rule. Id. at 462. We need not add a fairness consider-
ation to what is, in effect, a math equation.
Third, even if the Fund could receive a “double recovery”
(which it cannot) we still must adhere to the statute’s text. The
Supreme Court recently emphasized this point in Cunningham
v. Cornell University, 604 U.S. 693 (2025). There, a party en-
couraged the Court to avoid an interpretation of ERISA that
would cause “an avalanche of meritless litigation” that could
“harm the administration of plans.” Id. at 707. The Court re-
jected that approach: “These are serious concerns but they
cannot overcome the statutory text and structure.” Id. at 708.
Courts must “read” a statute “the way Congress wrote it.” Id.
(quoting Meacham v. Knolls Atomic Power Lab’y, 554 U.S. 84,
101–02 (2008)).
This court, too, has disclaimed a policy-driven approach
when interpreting ERISA. See Cont’l Can Co. v. Chi. Truck Driv-
ers, Helpers & Warehouse Workers Union (Indep.) Pension Fund,
916 F.2d 1154, 1160 (7th Cir. 1990). Even if a “double recovery”

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22 No. 24-2486
could result, “disappointment with that result may supply a
good reason for Congress to change the law; it does not pro-
vide a reason for a court to change the law.” Id. (citation mod-
ified). Declining to engage with policy arguments when inter-
preting ERISA is not an outlier for this court. Event Media Inc.,
135 F.4th at 534; Trs. of Chi. Truck Drivers, Helpers & Warehouse
Workers Union (Indep.) Pension Fund v. Leaseway Trans. Corp.,
76 F.3d 824, 830–31 (7th Cir. 1996) (“[T]he Fund’s broad pol-
icy arguments need not concern us.”).
Next, SuperValu claims that relying solely on the text leads
to a supposed “double recovery” for the Fund. This label loses
sight of what the Fund might call “windfalls” for SuperValu.
In particular, the 20-year cap, 29 U.S.C. § 1399(c)(1)(B), allows
an employer who has paid its annual installments for that du-
ration to stop paying, regardless of the balance remaining.
Milwaukee Brewery, 513 U.S. at 420. That effect is dramatic in
this case, reducing SuperValu’s total withdrawal liability
from about $42.7 million to about $22.6 million. See supra at 7.
Under SuperValu’s preferred reading, its payments would be
reduced even further. Those unfunded vested benefits do not
disappear. Instead, as the arbitrator observed, the calculation
of SuperValu’s withdrawal liability shifts those obligations to
employers which remain in the Fund, forcing them to pay
more than their fair share.
As a result, SuperValu’s interpretation could cause posi-
tive and negative outcomes. It is not our role to prefer one
outcome over another. That is a choice for Congress, which
did not choose to prevent “double recovery” over other policy
outcomes. “No statute pursues a single policy at all costs, and
we are not free to rewrite this statute (or any other) as if it
did.” Bartenwerfer v. Buckley, 598 U.S. 69, 81 (2023). Rather, our

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No. 24-2486 23
role is to interpret ERISA’s text “the way Congress wrote it.”
Cunningham, 604 U.S. at 708.
To the contrary, SuperValu submits, we should place less
weight on the text and more on the statute’s “context,” some-
thing it argues the district court did not do. Context, it is true,
is an accepted interpretative inquiry. Feliciano v. Dep’t of
Transp., 145 S. Ct. 1284, 1291 (2025). But an interpretation mo-
tivated by context can, at times, look more like an interpreta-
tion motivated by outcome.3 Courts must therefore be careful
in invoking context when interpreting statutes. See King v.
Burwell, 576 U.S. 473, 497–98 (2015). If they are not, “attempted
interpretation of legislation becomes legislation itself.”
Id. (quoting Palmer v. Massachusetts, 308 U.S. 79, 83 (1939)).
An example of contextual interpretation is Thompson v.
United States, 604 U.S. 408, 415 (2025). There, the question was
whether “false” could mean “misleading” in 18 U.S.C. § 1014.
Id. at 410. In analyzing statutory context, the Court observed
that “many other statutes” in Title 18 use both terms. Id. at
415. So did statutes enacted at the same time as § 1014. Id. at
416. That evidence suggested Congress recognized a differ-
ence between the two. Id. For statutory context, the Court con-
centrates on the text rather than on outcomes.
SuperValu’s interpretation is not based on statutory con-
text. Rather, it is concerned with preventing a particular
3 HARVARD LAW S CHOOL , 2025 Scalia Lecture, Judge Rachel Kovner: Are
We All Textualists Now?, at 5:30 (YouTube, Apr. 2, 2025),
https://www.youtube.com/watch?v=mrANZY9Xoko (“[W]hile the Court
is loath to describe itself as reasoning from purpose, it does so in statutory
interpretation cases not that infrequently, often under banners like con-
text.”).

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24 No. 24-2486
outcome—“double recovery”—rather than the statute’s text.
That strays from a text-based inquiry, such as the Court’s in
Thompson. Properly viewed, SuperValu’s reading is less like
an “attempted interpretation of legislation” but more like
“legislation itself.” Burwell, 576 U.S. at 497–98.
3. The presumption of consistent usage
SuperValu invokes the presumption of consistent usage
for further support. But that contextual canon does not sup-
port SuperValu’s reading of the applicable ERISA statutes.
“Often … if a word is used in a similar context in two dif-
ferent places in the same enactment, judges will start with the
assumption that the enacting legislature was using the word
in the same sense in both places.” C ALEB NELSON , STATUTORY
I NTERPRETATION 125 (2d ed. 2024).4 But the canon is a pre-
sumption that can be overcome if evidence in the text suggests
Congress intended different meanings. Med. Coll. of Wis. Affil-
iated Hosps., Inc., 854 F.3d at 933; N ELSON , supra, at 124
(“[T]here are plenty of cases in which courts conclude that the
presumption of consistent usage has been rebutted.”).
Recall SuperValu’s textual anchor for its argument. With-
drawal-liability § 4211 provides the method for calculating
what a withdrawing employer owes. That section states the
prior “contributions required to be made by the employer”
should be considered. 29 U.S.C. § 1391(b)(2)(E)(ii)(II). Super-
Valu reads the word “employer” to implicitly mean “em-
ployer at the time of withdrawal.” SuperValu sold its stores
and then withdrew from the Fund. At that point, SuperValu
4 Related is the in pari materia canon. We have used it and the pre-
sumption of consistent usage interchangeably. Med. Coll. of Wis. Affiliated
Hosps., Inc. v. United States, 854 F.3d 930, 933 (7th Cir. 2017). We do so here.

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No. 24-2486 25
had no obligation to contribute to the Fund for those Sold
Stores. So, the contribution units for those Sold Stores are not
included in the withdrawal-liability § 4211 calculation.
Then, SuperValu asserts, “contributions required to be
made under the plan by the employer” (withdrawal-liability
§ 4211) and “for which the employer had an obligation to con-
tribute” (payment-schedule § 4219), should be interpreted
similarly under the presumption of consistent usage. For Su-
perValu, just as the former implicitly references safe-harbor
§ 4204, so too for payment-schedule § 4219. This similarity—
and that each section is a step in the same calculation—per-
mits the application of the presumption of consistent usage
canon.
But simply because two statutory sections are part of a
patchwork does not mean the presumption controls. “Courts
routinely find that several acts treating the same subject, but
having different objects, are not in pari materia.” 2B NORMAN
J. SINGER & J.D. SHAMBIE SINGER , SUTHERLAND STATUTES AND
STATUTORY C ONSTRUCTION § 51:3 (7th ed. 2012).
The two statutory sections here serve different objectives.
Withdrawal-liability § 4211 provides the method to calculate
what the employer must pay. By contrast, the payment-sched-
ule § 4219 provides for how the employer will pay. The Su-
preme Court recognized this distinction in Milwaukee Brewery
when the Court outlined the MPPAA’s scheme. “First, how
much is the withdrawal charge? … Second, how may the em-
ployer pay the withdrawal charge?” Milwaukee Brewery, 513
U.S. at 417–18. And a plain reading of the MPPAA supports
this distinction: what one owes differs from how one pays that
debt.

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26 No. 24-2486
Withdrawal-liability § 4211 and payment-schedule § 4219
diverge in other ways. Each employs a different equation to
achieve its objective. And the calculation in the operative
provision of payment-schedule § 4219 does not reference
withdrawal-liability § 4211. See 29 U.S.C. § 1399(c)(1)(C)(i)(I).
Indeed, the former references the latter just once. See id.
§ 1399(c)(1)(A)(i). These textual differences show that Con-
gress viewed these various statutes as serving different objec-
tives.
SuperValu counters that this reading of these ERISA
statutes leads to inconsistent interpretations of withdrawal-
liability § 4211 and payment-schedule § 4219. But that coun-
terargument falls short twice over.
First, SuperValu contends that withdrawal-liability § 4211
does deduct the contribution units from Sold Stores under
safe-harbor § 4204. But this court has not held that, nor did
the parties here ask us to rule on that contention. Borden so
holds, and the PBGC letter supports that contention, but those
authorities do not bind us. And though our decision in CenTra
suggests that contention may be correct, that was not the
holding in that case and thus remains unresolved in our cir-
cuit. Our holding here is confined to the overlap between pay-
ment-schedule § 4219 and safe-harbor § 4204.
Second, even if § 4211 were to require deducting contribu-
tion units from Sold Stores under safe-harbor § 4204, that does
not justify imposing that same requirement on payment-
schedule § 4219. The two sections are distinct for the reasons
noted above. Each pursues a different objective, and they bear
little similarity, other than that they fall under the general um-
brella of plan withdrawals. So, while statutes should be read
in harmony, that principle gives way when the common term

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No. 24-2486 27
is “placed in different contexts.” Yates v. United States, 574 U.S.
528, 537–38 (2015) (collecting examples).
IV
The text of the operative provision in payment-schedule
§ 4219 prescribes a detailed calculation. That text does not ref-
erence safe-harbor § 4204. Payment-schedule § 4219 therefore
does not exclude the contribution base unit history for stores
sold under safe-harbor § 4204. We agree with the district court
that the text of the operative provision controls. We hold that
applying payment-schedule § 4219 does not require the Fund
to deduct the contribution units from the Sold Stores under
safe-harbor § 4204.
A FFIRMED.

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